Prysmian S.p.A.

Ordinary Shareholders' Meeting

convened on 18 April 2024 at 2:00 p.m., in single call,

in Milan, via Chiese no.6

Form for granting proxy to the designated representative pursuant to

Art. 135-undecies of Italian Legislative Decree no. 58/1998

Part 1 of 2

Atty. Dario Trevisan born in Milan on 04/05/1964 (tax code TRVDRA64E04F205I), in his capacity as designated representative ("Designated Representative"), pursuant to Article 135-undecies of Italian Legislative Decree no. 58/1998, of PRYSMIAN S.p.A. (the "Company" or "Prysmian"), shall collect voting proxies for the Ordinary Shareholders' Meeting of Prysmian, convened on 18 April 2024 at 2:00 p.m., in single call, in the manner and within the time limits set out in the notice of call published on 5 March 2024 on the Company website at www.prysmian.com(in the section Company/Governance/Shareholders Meeting) sent to Borsa Italiana S.p.A., made available in the mechanism for the central storage of regulated information "E-MARKET STORAGE" (www.emarketstorage.com) and published as an extract in the newspaper "il Giornale" on 6 March 2024.

The Proxy Form and the Voting Instructionsmust be received, in original, no later than the end of the second trading day preceding the date set for the Shareholders' Meeting (i.e. by 11:59 p.m. on 16 April 2024), together with:

  • copy of an identity document, currently valid, of the delegating party; or
  • In the case of a delegating legal entity, a copy of an identity document, currently valid, of the pro tempore legal representative, or of another person with appropriate powers, together with appropriate documentation attesting his or her status and powers;

by one of the following alternatives:

  1. for proxy forms with autographed signature, by courier or registered letter with proof of delivery, to Studio Legale Trevisan & Associati, Viale Majno no. 45, 20122 - Milan (Ref. "Shareholders' Meeting Proxy PRYSMIAN 2024");
  2. for proxy forms with electronic or digital signature, by certified email to:rappresentante-designato@pec.it.

The proxy and the related voting instructions may be revoked by the end of the second trading day before the date of Shareholders' Meeting (i.e. by 11:59 p.m. on 16 April 2024) in the same manner as above mentioned.

The grant of the proxy and voting instruction by signing this form shall be free of charge for delegating party (except for any postage costs).

Statement of the Designated Representative

Atty. Dario Trevisan hereby declares that it has no interest of its own with respect to the resolution proposals submitted to the vote. Taking into account, however, the possible contractual relationships existing with some of its substitutes and the Company and in any case for all legal purposes, he expressly declares that, should unknown circumstances occur, or in the event of amendment or integration of the proposals submitted to the Shareholders' Meeting, he and/or his substitutes will not express a vote other than that indicated in the instructions.

1

PROXY FORM

(Section to be notified to the Company by the Designated Representative - Complete with the required information)

The Undersigned (Name/personal details about the subject entitled to vote)*

___________________________________________________________________________________________________________

born in* ____________________________________________________ on* _________________________________________

resident/legal seat* (city) __________________________________________ in* (address) ___________________________________

tax code/VAT number*______________________________________________________ phone no.

_____________________________________ E-mail ________________________________________________________

Information to be completed at the delegating party's discretion

  • Communication No. ______________ (reference to the notice provided by the authorised intermediary)
  • Possible identification codes _______________________________

DELEGATES the Designated Representative to attend and vote to the above mentioned Shareholders' Meeting as per voting instructions to the same provided with reference to no.*________________________ ordinary shares PRYSMIAN S.p.A., ISIN code

IT0004176001, registered in the securities account no.*________________________ at (custodian broker)*

__________________________________ National Bank Code (ABI) __________ Bank Routing Code (CAB) __________________

DECLARES to be aware of the possibility that the proxy to the Designated Representative may contain voting instructions even on only some of the resolution proposals on the agenda and that, in such a case, the vote will be exercised only for the proposals on which voting instructions have been granted.

AUTHORISES the Designated Representative to process her/his personal data for the purposes, under the conditions and terms indicated in the attached information notice.

Atty. Dario Trevisan born in Milan on 04/05/1964 (tax code TRVDRA64E04F205I), who can be replaced either by Atty. Camilla Clerici born in Genoa on 19/01/1973 (tax code CLRCLL73A59D969J), or by Atty. Giulio Tonelli born in La Spezia on 27/02/1979 (tax code TNLGLI79B27E463Q), or by Atty. Laura Pettinicchio born in Milan on 23/06/1979 (tax code PTTLRA79H63F205E), all domiciled, for the purposes of this delegation, at Studio Legale Trevisan & Associati, Viale Majno no. 45 - 20122 Milan.

The Undersigned (name and surname of the signatory only if different from the owner of the shares)

_________________________________________________________

born in* _________________________________________

on* __________________________________ hereby signs this proxy as (please tick the relevant box)

□ secured creditor

□ reporter

□ usufructuary

□ custodian

□ manager

□ legal representative or representative with power to

sub-delegate

  • other (specify) _____________________________________________
    Place/Date ______________, __________________________

Signature ____________________________

(*) Compulsory

2

Part 2 of 2

VOTING INSTRUCTION

(Section with information intended for the Designated Representative only - tick the appropriate box)

The Undersigned (1) (name/personal details)* _______________________________________________

__________________________________________________________________________ delegates the Designated Representative to

vote according to the following voting instructions at the Ordinary Shareholders' Meeting convened on 18 April 2024 at 2:00 p.m, in single call, by PRYSMIAN S.p.A.

A) RESOLUTIONS TO BE VOTED (2)

IN FAVOUR OF

IN FAVOUR OF

THE PROPOSAL

THE PROPOSAL

SUBMITTED BY

SUBMITTED BY

AGAINST

ABSTEINED

THE BOARD OF

THE

(c)

(c)

DIRECTOR

SHAREHOLDER

(a)

(a) (b)

O.1. Approval of the financial statements

of Prysmian S.p.A. as of 31 December

2023, accompanied by the Reports of the

Board of Directors, of the Board of

Statutory Auditors and of the Independent

(tick with cross)

…………………………

(tick with cross)

(tick with cross)

Auditor. Presentation of the Annual

(Shareholders' name)

Integrated Report which includes the

consolidated financial statements as of 31

December 2023 and the consolidated non-

financial report for the year 2023.

O.2. Allocation of net profit for the year

(tick with cross)

…………………………

(tick with cross)

(tick with cross)

and distribution of dividend.

(Shareholders' name)

O.3. Determination of the number of the

members of the Board of Directors.

(tick with cross)

…………………………

(tick with cross)

(tick with cross)

(Shareholders' name)

O.4. Determination of the term of office of

the Directors.

(tick with cross)

…………………………

(tick with cross)

(tick with cross)

(Shareholders' name)

O.5. Appointment of the Directors.

Slate no. 1

Slate no. .......and /or

submitted by the

(tick with cross)

(tick with cross)

submitted by

Board of Directors

...................................

O.6. Determination of the remuneration of

the Directors.

(tick with cross)

…………………………

(tick with cross)

(tick with cross)

(Shareholders' name)

O.7. Grant of authority to the Board of

(tick with cross)

(tick with cross)

(tick with cross)

Directors to buy back and dispose of

treasury shares pursuant to articles 2357

(a) The lack of a proposal by the Board of Directors or by the Shareholder indicated in this section is considered as an unknown circumstance, therefore, upon its occurrence, the Designated Representative will follow the voting instructions indicated in Section B.

(b) In favour of the proposal of the shareholder, whose name must be indicated by the delegating party. (c) Against/Absteined on any proposal made.

3

IN FAVOUR OF

IN FAVOUR OF

THE PROPOSAL

THE PROPOSAL

SUBMITTED BY

SUBMITTED BY

AGAINST

ABSTEINED

THE BOARD OF

THE

(c)

(c)

DIRECTOR

SHAREHOLDER

(a)

(a) (b)

and 2357-ter of the Italian Civil Code;

…………………………

revocation of the authorisation to buy back

(Shareholders' name)

and dispose of treasury shares under the

shareholders resolution dated 19 April

2023; related resolutions.

O.8. Appointment of the independent

(tick with cross)

…………………………

(tick with cross)

(tick with cross)

auditors for financial years 2025-2033 and

determination of the remuneration.

(Shareholders' name)

O.9. Approval of the report on the

(tick with cross)

…………………………

(tick with cross)

(tick with cross)

remuneration policy of Prysmian Group.

(Shareholders' name)

O.10. Advisory vote on the compensation

(tick with cross)

…………………………

(tick with cross)

(tick with cross)

paid in 2023.

(Shareholders' name)

B) UNKNOWN CIRCUMSTANCE

In the event of circumstances unknown at the time of issue of the proxy (3) the undersigned with reference to:

Confirm

Revoke

Change Instructions

Instructions

Instructions

In Favour (d)

Against

Absteined

O.1. Approval

of

the

financial

statements of Prysmian S.p.A. as of 31

December 2023, accompanied by the

Reports of the Board of Directors, of the

Board of Statutory Auditors and of the

(tick with

(tick with

………………

(tick with

(tick with

Independent

Auditor. Presentation of

cross)

cross)

cross)

cross)

the Annual Integrated Report which

includes

the

consolidated

financial

statements as of 31 December 2023 and

the consolidated non-financial report

for the year 2023.

O.2. Allocation of net profit for the year

(tick with

(tick with

………………

(tick with

(tick with

cross)

cross)

cross)

cross)

and distribution of dividend.

O.3. Determination of the number of the

(tick with

(tick with

………………

(tick with

(tick with

members of the Board of Directors.

cross)

cross)

cross)

cross)

O.4. Determination of the term of office

(tick with

(tick with

………………

(tick with

(tick with

of the Directors.

cross)

cross)

cross)

cross)

O.5. Appointment of the Directors.

Slate no. .......and/or

(tick with

(tick with

submitted by

(tick with

(tick with

cross)

cross)

cross)

cross)

.................................

O.6. Determination of the remuneration

(tick with

(tick with

………………

(tick with

(tick with

of the Directors.

cross)

cross)

cross)

cross)

O.7. Grant of authority to the Board of

(tick with

(tick with

………………

(tick with

(tick with

cross)

cross)

cross)

cross)

Directors

to buy

back

and

dispose of

(d) Indicate whether it is in favour of the proposal of the Board of Directors or whether it is in favour of the proposal of the shareholder whose name must be indicated by the delegating party.

4

Confirm

Revoke

Change Instructions

Instructions

Instructions

In Favour (d)

Against

Absteined

treasury shares pursuant to articles

2357 and 2357-ter of the Italian Civil

Code; revocation of the authorisation to

buy back and dispose of treasury shares

under the shareholders resolution dated

19 April 2023; related resolutions.

O.8. Appointment

of

the

independent

(tick with

(tick with

………………

(tick with

(tick with

auditors for financial years 2025-2033

cross)

cross)

cross)

cross)

and determination of the remuneration.

O.9 Approval

of

the

report on

the

(tick with

(tick with

………………

(tick with

(tick with

remuneration

policy

of

Prysmian

cross)

cross)

cross)

cross)

Group.

O.10.

Advisory

vote

on

the

(tick with

(tick with

………………

(tick with

(tick with

cross)

cross)

cross)

cross)

compensation paid in 2023.

C) CHANGES OR ADDITIONS

In the event of vote upon changes or additions (4) to the resolutions submitted to the Shareholders' Meeting with reference to:

Confirm

Revoke

Change Instructions

Instructions

Instructions

In Favour (e)

Against

Absteined

O.1. Approval

of the

financial

statements of Prysmian S.p.A. as of 31

December 2023, accompanied by the

Reports of the Board of Directors, of the

Board of Statutory Auditors and of the

(tick with

(tick with

………………

(tick with

(tick with

Independent

Auditor. Presentation of

cross)

cross)

cross)

cross)

the Annual Integrated Report which

includes the

consolidated

financial

statements as of 31 December 2023 and

the consolidated non-financial report

for the year 2023.

O.2. Allocation of net profit for the year

(tick with

(tick with

………………

(tick with

(tick with

cross)

cross)

cross)

cross)

and distribution of dividend.

O.3. Determination of the number of the

(tick with

(tick with

………………

(tick with

(tick with

members of the Board of Directors.

cross)

cross)

cross)

cross)

O.4. Determination of the term of office

(tick with

(tick with

………………

(tick with

(tick with

of the Directors.

cross)

cross)

cross)

cross)

O.5. Appointment of the Directors.

Slate no. .......and/or

(tick with

(tick with

submitted by

(tick with

(tick with

cross)

cross)

cross)

cross)

................................

O.6. Determination of the remuneration

(tick with

(tick with

………………

(tick with

(tick with

of the Directors.

cross)

cross)

cross)

cross)

O.7. Grant of authority to the Board of

Directors to buy back and dispose of

treasury shares

pursuant

to articles

(tick with

(tick with

(tick with

(tick with

2357 and 2357-ter of the Italian Civil

………………

cross)

cross)

cross)

cross)

Code; revocation of the authorisation to

buy back and dispose of treasury shares

under the shareholders resolution dated

19 April 2023; related resolutions.

(e) Indicate whether it is in favour of the proposal of the Board of Directors or whether it is in favour of the proposal of the shareholder whose name must be indicated by the delegating party.

5

Confirm

Revoke

Change Instructions

Instructions

Instructions

In Favour (e)

Against

Absteined

O.8. Appointment

of

the

independent

(tick with

(tick with

………………

(tick with

(tick with

auditors for financial years 2025-2033

cross)

cross)

cross)

cross)

and determination of the remuneration.

O.9.

Approval

of

the report on

the

(tick with

(tick with

………………

(tick with

(tick with

remuneration

policy

of

Prysmian

cross)

cross)

cross)

cross)

Group.

O.10.

Advisory

vote

on

the

(tick with

(tick with

………………

(tick with

(tick with

cross)

cross)

cross)

cross)

compensation paid in 2023.

(Place and Date) ……………………………………… ,………………….

Signature……………………………………...........................

6

LIABILITY ACTION

In case of vote on the liability action proposed in accordance with Art. 2393, paragraph 2 of the Italian Civil Code by shareholders during the approval of the financial statements, the undersigned delegates the Designated Representative to vote as follows:

□ IN FAVOR

□ AGAINST

□ ABSTEINED

(place) ………………………………………… (date) ……………….

Signature……………………………………...........................

7

WARNINGS FOR COMPILATION AND TRANSMISSION

  1. Enter the full name of the signatory of the Proxy Form and of the Voting Instructions.
  2. Pursuant to Article 135-undecies, par. 3, of Italian Legislative Decree no. 58/1998, "The shares for which the proxy, even partial, has been granted are counted to determine whether the meeting is duly formed. In relation to the proposals for which no voting instructions have been granted, the shares are not counted to calculate the majority and the quota of capital required for the approval of the resolutions."
  3. In the event of significant circumstances, unknown at the time of issue of the proxy, which cannot be communicated to the delegating party, it is possible to choose among: a) confirmation of the voting instruction already expressed; b) modification of the voting instruction already expressed; c) revocation of the voting instruction already expressed. If no choice is made, the voting instructions set forth in Section A) shall be considered as confirmed. However, it is understood that if the delegating party has indicated in Section A) that he/she intends to vote in favour of the proposal formulated by the Board of Directors or by the shareholder and such proposal is not submitted or is not put to the vote for any reason whatsoever and, in Section B, no choice is made or the choice indicated in Section A is confirmed, the person is deemed to have abstained.
  4. In the event of changes or additionsto the resolution proposals submitted to the shareholders' meeting, it is possible to choose between: a) confirming any voting instructions already expressed; b) changing any voting instructions already expressed or giving a voting instruction; c) revoking any voting instructions already expressed. If no choice is made, the voting instructions set out in section A) will be considered confirmed.

For any clarifications concerning the granting of proxy (and, in particular, concerning the compilation of this Proxy Form and the Voting Instructions and their transmission), shareholders entitled to attend the Shareholders' Meeting may contact the Designated Representative at the addresses indicated above, and/or at phone no. 800 134 679 (during working days and hours).

8

Privacy policy

Pursuant to art. 13 of the Regulation (EU) 2016/679 ("on the protection of natural persons with regard to the processing of personal

data and the free circulation of such data")

With reference to the personal data which Atty. Dario Trevisan- as Designated Representative of the Issuer - will get in carrying out its activities in Your favor, we wish to inform You of the following.

Data Controller

The data controller is Atty. Dario Trevisan, born in Milan on 04/05/1964, tax code TRVDRA64E04F205I (the "Data Controller"). You can contact the Data Controller at the following email address: mail@trevisanlaw.it.

Data processing purpose

Data contained in the proxy form will be processed for the following purposes:

  1. execution of the assignment received, or for the fulfilments regarding the representation in the shareholders' meeting and the expression of votes on Your behalf, according to the instructions received from You;
  2. fulfilling legal obligations.

Legal basis of data processing

Data processing has the following legal basis:

  • fulfilment of contractual obligations, or obligations arising from the assignment received;
  • fulfilment of a legal obligation to which the Data Controller is subject, even with the Issuer or supervisory authorities or bodies.
    Source of personal data

Personal data are collected directly from You or from public or private archives.

Data processing methods

Data processing will consist in the collection, registration, organization, structuring, storage, extraction, consultation, use, communication by transmission, broadcast or any other form of provision, comparison or interconnection, limitation, cancellation and destruction of data.

Data processing can be carried out by the Data Controller and / or by people authorized by him/her, with or without the use of electronic or automated means.

Personal data are processed lawfully, correctly and transparently, in the manner and for the purposes mentioned above, as well as in compliance with the legislation on privacy and the obligations of professional confidentiality.

Data retention period

In compliance with the principles of lawfulness, limitation of purposes and data minimization, data will be kept for the period of completion of the assignment received and, subsequently, for the time the Data Controller is subject to retention obligations for fiscal, administrative purposes or in any case as required by law.

Nature of data provision and consequences of refusal to provide data

With reference to the purposes reported in point a) of the paragraph " Data processing purpose", data provision is not mandatory, but it is strictly necessary for the purpose of carrying out the task received. Any refusal to provide such data would make it impossible for the Data Controller - as Designated Representative - to proceed with the assignment received and legal obligations. The related processing does not require Your consent.

With reference to the purposes reported in point b), data provision is mandatory. Failure to provide data would make it impossible for the Data Controller - as Designated Representative - to proceed with the assignment received and legal obligations. The related processing does not require Your consent.

Personal data communication and dissemination

Data will be made accessible for the above-mentioned purposes, before, during and after the Shareholders' Meeting of the Issuer.

Employees and collaborators of the Data Controller, specifically authorized to treat them, may become aware of the data as well as the Issuer for the fulfilment of legal obligations, including the preparation of the minutes of the meeting and the updating of the shareholders' register. Data can be communicated to all those public and private subjects to whom the communication is necessary for the fulfilment of a legal obligation, or on the basis of instructions given by authorities legitimated by the law or by supervisory and controlling bodies, as well as for purposes strictly connected and related to the execution of the assignment received concerning the representation in the shareholders' meeting and the expression of votes.

Data transfer abroad

Data could be transferred to EU countries or to third countries for the purposes of the processing.

9

Rights of the data subject

You have the right to request the Data Controller at any time:

  • confirmation whether Your personal data are being processed or not and, in such a case, to have access to the following information:
    (i) processing purpose, (ii) categories of data processed, (iii) recipients or categories of recipients to whom data has been or will be communicated, in particular, if recipients of third countries or international organizations, (iv) where possible, the envisaged period for which the personal data will be stored, or, if not possible, the criteria used to determine that period, (v) existence of an automated decision-making process, including profiling, the logic used, the importance and expected consequences of such processing (right of access);
  • rectification of inaccurate personal data, or the integration of incomplete one (right of rectification)
  • deletion of personal data in the event of (i) opposition to the processing in the absence of any other our legitimate prevailing reason for proceeding with the treatment itself; (ii) unlawful processing; (iii) compliance with a legal obligation; unless the processing is necessary for the exercise of the right to freedom of expression and information, for the fulfilment of a legal obligation, for reasons of public interest in the health sector, for statistical purposes, for archiving in public interest, for the purpose of scientific or historical research or, for the establishment, exercise or defence of legal claims. You also have the right to request the transformation into anonymous form or blocking of data processed in violation of the law (right to be forgotten);
  • restriction of processing in the event of (i) contesting the accuracy of the same for the period necessary for us to verify its accuracy; (ii) unlawful processing with the request of the data subject to restrict the processing and not to erase; (iii) data subject's need of the personal data to ascertain, exercise or defend a right in legal proceedings; (iv) opposition to data processing pending verification regarding the possible prevalence of our legitimate reasons over Yours (limitation right).

You also have the right to submit complaints to the competent supervisory authority (in Italy, the Italian Data Protection Authority) if You believe that the data processing is in violation of the privacy legislation.

In order to exercise Your rights, as well as for any possible information, You can send an email to mail@trevisanlaw.it.

(place) …………………………………………… (date) ………………….

Signature…………………………………….......................

10

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Prysmian S.p.A. published this content on 05 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2024 13:42:36 UTC.