The subscribed and paid-in share capital as registered with the competent Com-panies' Register amounts to Euro 29,640,380.20, divided into 296,403,802 ordinary shares without nominal value, each of which carries the right to one vote at Shareholders' Meeting.
As of today, Prysmian S.p.A. (the "Company") directly and indirectly owns 9,592,153 treasury shares for which the right to vote is suspended.
Pursuant to art. 83-sexies of the Italian Legislative Decree 24 February 1998, no. 58 ("TUF"), those who are entitled to attend and vote at the Shareholders' Meeting, or to be represented according to the law, are those for whom the authorized intermediary pursuant to the applicable regulations has sent to the Company the notice certifying the ownership of the right at the end of the accounting day of the seventh trading day preceding the date set for the Shareholders' Meeting in single call (April 7, 2026 - "Record Date"). Those who acquire voting rights only after this date will not be entitled to attend and vote at the Shareholders' Meeting. The notice from an authorised intermediary must be received by the Company by the end of the third trading day before the date of the Shareholders' Meeting, being Monday, 13 April 2026. However, shareholders are to be considered entitled to attend and vote as aforesaid and in compliance with the terms for granting the proxies to the designated representative, if said notices are received by the Company beyond the aforementioned deadline but prior to the start of the Shareholders' Meeting.
Voting by proxyEach shareholder may be represented at the Shareholders' Meeting by giving a written proxy in accordance with current legal provisions, with the right to use the "Ordinary Proxy Form" available on the Company's website or at the Company's registered office. The proxy may be notified to the Company by sending it by registered letter with proof of delivery to the registered office marked for the attention of "Prysmian S.p.A. - Corporate Affairs Department" or by sending it by email to the email address corporate-pryspa@pec.prysmian.com.
The proxy may be executed by an electronic document bearing an electronic signature pursuant to art. 21, par. 2, of Italian Legislative Decree 82/05.
For the Shareholders' Meeting being convened in this notice, the Company has identified Mr. Dario Trevisan, or his substitutes in case of impediment, ("Designated Representative") as the person in charge of being granted a written proxy pursuant to Article 135-undecies of the T.U.F., at no cost to the delegating party (except for any postage costs), with voting instructions on all or some of the proposals on the agenda.
The proxy to the Designated Representative as per Art. 135-undecies of the T.U.F. can be granted by signing the specific "Proxy form for the Designated Representative" - available, together with filling-in and sending instructions, on the
Company's website and which, if requested by the entitled person reasonably in advance of the date of the Shareholders' Meeting, may be received by post - together with written voting instructions, which shall be delivered in original, together with a copy of an identity document and, in case of legal person, the documentation proving the corporate powers (copy of Chamber of Commerce certificate or similar), by courier or registered letter with proof of delivery, to:
Mr. Dario Trevisan
At Studio Legale Trevisan & Associati
Viale Majno no. 45, 20122, Milan - Italy (Ref. "Shareholders' Meeting Proxy
PRYSMIAN 2026"),
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 14 April 2026).
Without prejudice to the sending of the original proxy, completed with voting instructions, the same may also be notified electronically, by certified email to the certified email address: rappresentante-designato@pec.it. Sending the proxy, signed with an electronic or digital signature pursuant to current legislation, to the aforementioned certified e-mail address satisfies the requirement of written form.
The proxy and the related voting instructions given to the Designated Representative pursuant to Article 135-undecies of the T.U.F. may be revoked in the same manner and within the same deadline as that provided for the conferral (i.e. by 11:59 p.m. on 14 April 2026).
The proxy to the Designated Representative shall be effective only for proposals in relation to which voting instructions are given. The shares for which the proxy has been conferred, even partially, are counted for the purpose of duly constituting the Shareholders' Meeting.
The Designated Representative will be available for clarifications or request of information at the addresses indicated above and/or at the toll-free number 800 134 679 (during working days and hours).
Right to submit questions before the Shareholders' MeetingPursuant to art. 127-ter T.U.F., eligible voters may submit questions on the items on the agenda even before the Shareholders' Meeting, by sending them by email to corporate-pryspa@pec.prysmian.com. Questions must be received by the Company by the end of the seventh trading day before the date of the Sharehold-ers' Meeting (April 7, 2026) and must be accompanied by the intermediary's notice proving the entitlement to vote; such notice is not required if the Company has received the intermediary's notice required to attend the Meeting. Questions received before the Shareholders' Meeting will be answered, after verifying their relevance and the entitlement of the applicant, at the latest within April 14, 2026, by way of publication on the Company's website. The Company may provide a single answer to questions concerning the same topic. The Company will not consider questions received after the above date or those that are not strictly relevant to the matters on the agenda of the Shareholders' Meeting.
Addition to the agenda and submission of new proposed resolutionsPursuant to art. 126-bis T.U.F., shareholders who, individually or jointly, represent
at least one fortieth of share capital are entitled to request, within ten days of publication of the notice convening the Shareholders' Meeting (i.e., within 16 March 2026), the addition of items to the agenda, indicating in such request the proposed additional matters for discussion, or submit proposed resolutions on items already on the agenda. The request must be submitted in writing to the Company's registered office by registered letter with proof of delivery, for the attention of: "Prysmian S.p.A. - Corporate Affairs Department" or by e-mail to cor-porate-pryspa@pec.prysmian.com and must be accompanied by the intermedi-ary's notice proving the ownership of the number of shares required to submit the request. This is without prejudice to the possibility for eligible voters to individually submit proposed resolutions directly at the Shareholders' Meeting itself. Within the same ten-day deadline and in the same way as aforesaid, a report must be submitted stating the reason for the proposed resolutions on new matters being proposed for discussion or the reasons for the additional proposed resolutions relating to matters already on the agenda.
Any addition to the agenda or submission of additional proposed resolutions on
matters already on the agenda, as well as the report prepared by the requesting shareholders accompanied by any opinion of the Board of Directors, will be published by the Company, in accordance with the Law, at least fifteen days before the date of the Shareholders' Meeting.
Addition to the agenda is not permitted for matters on which the Shareholders' Meeting adopts, by law, resolutions proposed by the Directors or resolutions based on a proposal or report prepared by the Directors, other than those envisaged by art. 125-ter, par. 1, T.U.F.
DocumentationIn compliance with the terms provided by law, the documentation relating to the Shareholders' Meeting will be available at the Company's registered office, on the corporate website, on the website of Borsa Italiana S.p.A. at www.borsaitaliana.it and in the authorised central storage mechanism used by the Company at www.emarketstorage.com.
Shareholders are entitled to examine them and obtain a copy upon request.
Company Website and AddressesAny reference in this document to the Company or Prysmian website shall be deemed to be made, also pursuant to the provisions of art. 125-quater TUF, to the following address: https://www.prysmian.com/en/company/governance/shareholders-meeting, unless otherwise specified.
The registered office address of Prysmian S.p.A. is Via Chiese n. 6 - 20126 Milan.
Milan, 6 March 2026