Shareholders' meeting

2010 financial statements approved
Dividend of euro 0.166 per share for a total of around euro 35 million
Confirmation of two expiring board of directors members
New incentive plan

The shareholders of Prysmian S.p.A. met today in ordinary and extraordinary session. During the ordinary session, the shareholders: 

- approved the financial statements for 2010 and the distribution of a dividend of Euro 0.166 per share for a total of around Euro 35 million. The dividend will be paid out from 21 April 2011, with the shares going ex-div on 18 April 2011, and will be payable to shares outstanding on the ex-div date; 

- confirmed Messrs. Frank Dorjee and Friedrich Fröhlich as Directors, already appointed by the Board of Directors on March 3, 2011. The Shareholders' Meeting voted the confirmation of the two abovementioned Directors on the basis of the Board of Directors’ proposal, by majority vote, without slate voting mechanism. They will serve as Directors, as well as the other Board of Directors members, until the Shareholders' Meeting called to approve the financial statements at 31 December 2011. The curriculum vitae of the new Directors are available on the Company's website at www.prysmian.com. Furthermore, Mr. Fröhlich has declared he owns the requirements to be considered as an “independent” Director pursuant to both article 148, paragraph 3, of Italian Legislative Decree no. 58/98 and Self Regulation Code; 

- set the annual emoluments of the Board of Directors at Euro 350,000 for financial year 2011, and granted the Board itself the authority to determine how such sum should be allocated between all or just any of the directors; 

- approved, under article 114-bis of Italian Legislative Decree 58/98, an Incentive Plan reserved to Prysmian S.p.A. and/or its subsidiaries employees, with any Directors of the Company included, granting the Board of Directors with the relevant powers to implement the Plan.
The Plan aims to incentive the integration process following the acquisition of Draka Group by Prysmian and is subject to the achievement of performance targets, as better explained into the relevant Information Document.

During the extraordinary session, the shareholders: 

- voted to amend art. 6 of the By-laws in order to allow a divisible share capital increase, with exclusion of pre-emptive right under article 2441, paragraph 8, and article 134 of the Italian Legislative Decree no.58/98 (UFA), until a maximum nominal value of Euro 213,500 by issuance of a maximum of no. 2,131,500 new ordinary shares, with a nominal value of Euro 0.10 each, to be granted to employees of the Prysmian S.p.A. and of its subsidiaries which is associated with the above Incentive Plan; 

- voted to amend art. 9 of the By-laws in order to introduce the possibility of approving the yearly financial statements within 180 days from the end of the financial year, being particular circumstances, and the possibility for convening the Shareholders' Meeting, both in ordinary and extraordinary session, after just one call; 

- voted to amend art. 14 of the By-laws in order to to allow the Board of Directors, when renewing the entire Board, the chance of presenting a candidate slate; 

- voted to amend art. 23 of the By-laws in order to introduce the chance for the extraordinary Shareholders’ Meeting to distribute profits to employees of the Company or its subsidiaries by issuing them shares free of payment.