CHAIRMAN’S LETTER

Dear Shareholders,

it gives me great pleasure to provide you with the 2017 Remuneration Report. The aim of this document is to increase our stakeholders’ awareness of our remuneration policies and show that they are consistent with our business strategies.

In 2017, our focus on remuneration related issues within the Prysmian Group remained strong, especially in light of the General Cable operation at year-end. Completion of the acquisition of 100% of the share capital of General Cable Corporation, expected by the third quarter of 2018, will result in the consolidation and renewal of instruments introduced in previous years with the objective of pursing a Group remuneration policy consistent with a responsible approach based on performance, sustainability and transparent dialogue with investors. The new scope will bring with it new integration and retention challenges, areas in which the remuneration policy plays a key role.

Dialogue and transparency with investors remain key elements represented by this report. Among the most important actions taken by the Remuneration, Nomination and Sustainability Committee during 2017 to support the Board of Directors, we must mention the establishment of the new long-term Incentive Plan (LTI 2018-2020) for managers and key people in the Group, consisting of a Performance Shares Plan and a Plan to co-invest the annual bonus for 2018, 2019 and 2020 that will be submitted for approval by the Shareholders’ Meeting on 12 April 2018.

During 2017, to support the Board of Directors, the Remuneration, Nomination and Sustainability Committee also monitored the implementation of the employee stock purchase plan “YES” (Your Employee Shares): a plan which allowed more than 50% of the Group employees to purchase company shares at favourable conditions, having them become shareholders. The Committee advised the Board to extend this Plan to the scope of the General Cable Corporation following the completion of the acquisition, in order to strengthen the involvement of the new employees and their sense of belonging to our Group. This proposal will be submitted for the approval of the Shareholders’ Meeting on 12 April 2018.

During 2017, the Committee continued promoting initiatives intended to increase the Group’s sustainability at different levels and particularly as regards environmental, social and economic aspects. In 2018, for the first time, the Sustainability Report was presented together with the Group’s Financial Statements.

In 2017, the Committee also offered its support in the construction and revision of the remuneration packages of Executive Directors and Directors with specific functions, Managers with strategic responsibilities and the Internal Control & Compliance Senior Vice President of the Group, in line with the Group’s internal policies and the best market practices.

The Committee played a central role in the preparation of the document that contains the Description of the Policies applied with regard to the composition of the Board of Directors and the Board of Statutory Auditors, supplementing the provisions and requirements of Article 123 of the Consolidated Law on Finance (TUF) with the best international practices, introducing a matrix evaluation system and enhancing diversity aspects.

In 2018, Prysmian will continue its current approach aimed at creating an effective and competitive remuneration system, in light of the new corporate scope, such as to favour the integration of the two companies and to retain and reward the best talents, in line with company performance targets and the expectations of our shareholders, as well as in compliance with regulatory requirements.

This Remuneration Report has been approved by the Board of Directors on 7 March 2018 and Section I will be submitted for an advisory vote to the Ordinary Shareholders’Meeting pursuant to applicable laws.

Array

Giovanni Tamburi

The Chairman of the Remuneration, Nomination and Sustainability Committee

Pay Mix

The remuneration package of the Executive Directors with specific functions, as well as the Managers with strategic responsibilities of the Prysmian Group, is as follows:

• a significant portion is connected with the achievement of predetermined results (focus on performance)

• a significant portion of the amount is deferred over time and is also connected with long-term goals (sustainability)

• the remuneration is mostly paid in shares (participation)

2018 Objectives of the CEO, Executive Directors and Managers with Strategic Responsibilities ex-ante disclosure

In consideration of the extraordinary merger and acquisition of General Cable Corporation, which, if successfully completed, will significantly change the Group’s scope, performance targets will be set according to the current scope until the quarter in which closing will take place, and following the closing quarter, performance targets will be set for the combined company with the aim of accelerating integration and the synergies arising from the same.

The goals of the Chief Executive Officer and General Director of Prysmian, approved by the Board of Directors in the meeting held on 27 February 2018, on the proposal of the Remuneration, Nomination and Sustainability Committee, are shown below:

Fees paid to members of the board of Director, general managers and other managers with strategic responsabilities in 2017

Full name
 
Position held
 
Total remuneration (€)
 
Valerio Battista Chief Executive Officer 2.149.025
Fabio Romeo Chief Strategy Officer 1.102.290
Pier Francesco Facchini Chief Financial Officer 1.056.909
Massimo Battaini SVP Business Energy Projects 1.180.972
Massimo Tononi Chairman 130.000
Monica De Virgiliis Indipendent non-executive Director 50.000
Claudio De Conto Indipendent non-executive Director 90.000
Maria Letizia Mariani Indipendent non-executive Director 70.000
Maria Elena Capello Indipendent non-executive Director 70.000
Alberto Capponi Indipendent non-executive Director 50.000
Giovanni Tamburi Indipendent non-executive Director 70.000
Pellegrino Libroia Chairman of the Board of Statutory Auditors 75.000
Paolo Lazzati Auditor 80.920
Laura Gualtieri Auditor 50.000
Maria Luisa Mosconi Auditor 50.000
4 Managers with strategic responsibility 3.740.761