Prysmian S.p.a.MIL: PRY

Report on corporate governance and ownership structure

Mar 13, 2026 at 5:48 PM UTC · Issued by Prysmian S.p.a.

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REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

Report for Financial Year: 2025

Approval of the report: 25 February 2026

www.prysmian.com

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

CONTENTS

ISSUER PROFILE 6
INFORMATION ON THE OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS OF THE CONSOLIDATED FINANCIAL ACT) AS AT 31/12/2024 9
a) Share capital structure 9
b) Restrictions on the transfer of securities 9
c) Significant holdings in the share capital 9
d) Securities with special rights 10
e) Employee share ownership: mechanism for exercising voting rights 10
f) Restrictions on voting rights 10
g) Shareholder agreements 10
h) Change of control clauses and By-law provisions concerning public tender offers 10
i) Delegation of power to increase share capital and authorisations to purchase own shares 11
j) Direction and coordination activities (pursuant to Article 2497 et seq. of the Italian Civil Code) 12
COMPLIANCE 13
BOARD OF DIRECTORS 14
1. ROLE OF THE BOARD OF DIRECTORS 14
2. APPOINTMENT AND REPLACEMENT 15
3. COMPOSITION 18
  1. List of candidates submitted by the outgoing Board and guidelines 21
  2. Directors' personal and professional characteristics 22
  3. Diversity criteria and policies for the composition of the Board and within the organisation
    . 31
  4. Maximum number of appointments in other companies 34
4. FUNCTIONING OF THE BOARD OF DIRECTORS 35
  1. Duties and functioning 35
  2. Board Regulation 39
5. ROLE OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS 40
  1. Induction Programme 41
  2. Company Secretary 42
6. EXECUTIVE DIRECTORS 42
  1. CHIEF EXECUTIVE OFFICER - CEO 43
  2. Chief Financial Officer 44
    1. Chairman 48
    2. Reporting to the Board of Directors 48
    3. Other executive directors 48
7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR 48
  1. Independent directors 49
  2. Meetings of the Independent Directors 50
  3. Lead Independent Director 50
MANAGEMENT OF CORPORATE INFORMATION 52
BOARD COMMITTEES 54
SUSTAINABILITY COMMITTEE 55
SELF-ASSESSMENT, SUCCESSION AND REMUNERATION OF THE DIRECTORS - REMUNERATION AND NOMINATIONS COMMITTEE 58
1. Self-assessment 58
2. Succession plans 59
3. Remuneration of the directors 60
  1. Remuneration policy 60
  2. Fixed remuneration of the Executive Directors and Top Management 61
  3. Variable remuneration and share-based remuneration plans 61
  4. Remuneration of non-executive directors 62
  5. Earning and payment of remuneration 62
4. Remuneration and Nominations Committee 63
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE 67
1. Chief Executive Officer 71
2. Control and Risks Committee 71
3. Manager of the Internal Audit Function 75
4. Organisational Model pursuant to Italian Legislative Decree 231/2001 and Monitoring Board 76
5. Auditor 77
6. Responsible Manager and other roles and business functions 78
7. Coordination between parties involved in the internal control and risk management system 79
DIRECTORS' INTERESTS AND RELATED-PARTY TRANSACTIONS 81
BOARD OF STATUTORY AUDITORS 82
1. Appointment and replacement 82
2. Composition and functioning 84
  1. Personal and professional details of each Statutory Auditor 85
  2. Diversity criteria and policies 88
  3. Independence, self-assessment and induction meeting 89
  4. Remuneration 90
3. Role 91
RELATIONS WITH THE SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS 92
1. Access to information 92
2. Dialogue with the shareholders 92
SHAREHOLDERS' MEETING 94
OTHER CORPORATE GOVERNANCE PRACTICES 97
CHANGES SINCE THE END OF THE FINANCIAL YEAR 98
CONSIDERATIONS ON THE LETTER OF THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

TABLES AND CHARTS 100

TABLE 1: Information on the ownership structure 101

TABLE 2: Structure of the Board of Directors 102

TABLE 3: Structure of Board committees 103

TABLE 4: Structure of the Board of Statutory Auditors 104

TABLE 5: List of appointments held by Directors in other listed companies 105

Results of applying criteria contained in the policy for appointing the Board of Directors 106

GLOSSARY Shareholders' Meeting: the general Shareholders' Meeting of Prysmian S.p.A.

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

The Code/Code for Corporate Governance: the Code for Corporate Governance - most recently amended in January 2020 - approved by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A. [Italian Stock Exchange], ABI [Italian Banking Association], ANIA [National Association of Insurance Companies], Assogestioni [Italian Association of Asset Management Companies], Assonime [Association of Italian Joint Stock Companies] and Confindustria [General Confederation of Italian Industry]. Civil Code: the Italian Civil Code. Board of Directors/Board: the Prysmian S.p.A. Board of Directors. Financial Year: 2025, the financial year of this Report. ESRS: the sustainability reporting standards established in Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023. Group/Prysmian Group: Prysmian S.p.A. and the companies it controls directly or indirectly.

Board Regulation: the regulation adopted by the Prysmian Board of Directors pursuant to Article 3, recommendation 11 of the Corporate Governance Code which defines the duties and operating methods of the Board of Directors and the committees it has established, as well as some of the duties of the com-pany's main governance figures. The document is available on the Company website www.prysmian.com in the Company/governance section.

Consob Issuers' Regulation: the Issuers' Regulation issued by Consob resolu-

tion No. 11971/1999 (as amended).

Market Abuse Regulation/MAR: Regulation (EU) 596/2014 on the harmonisation of market abuse regulations within the European Union.

Report: the report on corporate governance and ownership structure pursuant to Article 123-bis of the Consolidated Financial Act.

Annual Integrated Report: the document comprising the consolidated financial statements of the Prysmian Group and the separate financial statements of Prysmian S.p.A., as well as the sustainability report, contained in the Direc-tors' Report and prepared pursuant to Italian Legislative Decree 125/2024, which adopted Directive (EU) 2022/2464 (the Corporate Sustainability Reporting Directive).

Remuneration Report: the report on remuneration policy and compensation paid pursuant to Article 123-ter of the Consolidated Financial Act, prepared in accordance with Article 84-quater of the Consob Issuers' Regulation, available on the Company website www.prysmian.com in the Company/govern-ance/Remuneration policy section.

IC&RMS: the internal control and risk management system.

Company or Prysmian: Prysmian S.p.A., a company with registered offices at Via Chiese 6, Milan, Tax Code and Milan, Monza Brianza and Lodi Companies Register no. 04866320965.

By-laws: the By-laws of Prysmian S.p.A., as updated on 19 December 2025, available on the Company website www.prysmian.com in the Company/govern-ance section.

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

Consolidated Financial Act: Consolidated Financial Act: Italian Legislative Decree 58 of 24 February 1998, (as subsequently amended).

With reference to the discipline regarding corporate sustainability reporting - outlined by the ESRS reporting principles - which also includes information relating to the corporate governance of listed companies, please refer to the Sustainability Report, included in the Management Report, which is part of the Group's Integrated Annual Report, specifically:

the chapter related to the Standard ESRS 2 - General Disclosures
the chapter related to the Standard ESRS E1 - Climate Change
the chapter related to the Standard ESRS G1 - Business Conduct

‌ISSUER PROFILE
Prysmian S.p.A., the holding company heading one of the world's top cable industry groups, is active in the design, development, manufacture, supply and installation of a wide range of cabling solutions for many different applications in the power and telecommunications industries.
PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
Prysmian, present in 50 countries with 109 manufacturing plants, 30 R&D centres and some 34,000 employees, is well positioned in high-tech markets by offering an extensive range of products, services, technology and know-how. Commencing from January 2024, the activities of the Group have been organised into four operating segments, in order to take best advantage of the opportunities arising from the most recent macro-trends in the market: Transmission, operating segment that focuses on the transmission of renewable energy using innovative cabling solutions; Power Grid, which comprises businesses that employ innovative technologies to support the modernisation of electricity grids; Electrification, which includes various businesses active in the energy sector, with an innovative and complete portfolio of products capable of satisfying the increasing demand for electricity from many market sectors; Digital Solutions, which delivers cabling systems and connectivity products used in telecommunications networks.
Since 3 May 2007, Prysmian securities have been listed on EURONEXT Milan
(formerly the MTA) managed by the Italian Stock Exchange. In September 2007, the securities were admitted to the FTSE/MIB index. Borsa Italiana announced the launch of the new MIB® ESG index on 10 October 2021. This is the first ESG index dedicated to leading Italian issuers with the best ESG practices and Prysmian has been included.
Since March 2010, following the former relative majority shareholder's sale of its equity interest, the Company has been structured as a public company, characterised by a broad and diversified shareholder base.
The Company's Corporate Governance structure is based on the recommendations and standards contained in the Corporate Governance Code, by which the Company abides.
The rules of Corporate Governance are a direct expression of the standards and procedures that the Company has adopted and undertakes to comply with to ensure effectiveness and transparency in all transactions.
The Company has adopted a traditional governance and control model characterised by a Shareholders' Meeting, a Board of Directors and a Board of Statutory Auditors. This Corporate Governance system is based on the core role of the Board of Directors (as the most senior body delegated to manage the Company in the interests of shareholders), on the transparency of decision-making processes, on an effective internal control system, on careful rules governing potential conflicts of interest and on appropriate standards of conduct for related party transactions.
Prysmian has implemented this system by drawing up and adopting codes, standards, rules and procedures that govern and regulate the performance of all the Company's organisational and operational bodies.
The Board of Directors exercises the broadest powers of ordinary and extraordinary administration, except for those that, by law, are reserved exclusively for the Shareholders' Meeting. The Board of Statutory Auditors oversees compliance with the law, the By-laws and the standards of good management in the performance of company activities whilst also monitoring the adequacy of the Company's organisational structure, internal control, administrative and accounting systems.

The independent audit of the accounts is entrusted to a specialist firm recorded on the Register of Auditors held by the Ministry of Economy and Finance and appointed at the Shareholders' Meeting.
The Board of Directors gives significant priority to the pursuit of sustainable growth and consistent value creation for the Company and the Prysmian Group over the medium-long term.
The composition of the Board of Directors reflects skills and experience profiles deemed relevant for identifying and guiding the implementation of strategic priorities.
PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
The Board Skills Matrix, updated at each renewal of the Board of Directors, represents the core expertise considered essential for leading the Group, not least given the changes in business dynamics and the reference environment.
The Board of Directors also gives appropriate consideration to the opinions and expectations of the Group's key stakeholders. The board induction programme and the engagement policy implementation procedures allow the Board of Directors to meet with customers, investors, sell-side analysts and key institutions.
From the start, the DNA of Prysmian has included a commitment to the environment and the communities in which operations are carried out. This core value is integral to the entire organisation, which strives constantly to deliver technology in support of the energy transition. Prysmian works every day to guarantee the sustainability of production processes and safeguard the environment, working alongside local communities to ensure that their territories are protected and that workplaces are safe.
Commencing from FY 2024, Prysmian is subject to Sustainability Reporting in accordance with Italian Legislative Decree 125/2024, which adopted Directive (EU) 2022/2464 (the Corporate Sustainability Reporting Directive) that, in turn, replaced Directive 2014/95/EU on the disclosure of non-financial information by certain types of business. The Prysmian Sustainability Report is published together with the separate and consolidated financial statements. These documents comprise the Annual Integrated Report, which is available on the website https://www.prysmian.com in the Investor Relations section.
Prysmian does not fall within the definition of an SME pursuant to Article 1, paragraph 1, letter w-quater.1) of the Consolidated Financial Act and Article 2-ter of the Consob Issuer Regulation.
Based on the Code's definitions of a "concentrated ownership company" and a "large company", Prysmian does not qualify as a concentrated ownership company since no shareholder, either alone or through participation in share-holders' voting agreements, can directly or indirectly hold a majority of the votes exercisable at an ordinary shareholders' meeting.
Prysmian does, however, qualify as a large company because its capitalisation was greater than Euro 1 billion on the last trading day of the three calendar years before the publication of this Report.

(chart 1)
capitalisation as at 31/12
(in billions of C)
25,60 C
18,24 C
9,29 C
11,38 C
2022
2023
2024
2025
PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
The structure of the top management of the Prysmian Group is described on the website https://www.prysmian.com in the Company/Organisational-chart section.
‌INFORMATION ON THE OWNERSHIP STRUCTURE (pursuant to Article 123-bis of the Consolidated Financial Act) as at 31/12/2024
1. ‌Share capital structure.
  (pursuant to Article 123-bis, paragraph 1, letter a) of the Consolidated Financial Act)
  PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
  Prysmian's subscribed and paid-up share capital as at 31 December 2025 totalled Euro 29,640,380.20, represented by 296,403,802 shares without par value, following the elimination decided at the Extraordinary Shareholders' Meeting held on 16 April 2025.
  The shares cannot be split, may be freely transferred and each carries the right to one vote. Shareholders may exercise their ownership rights as provided for by the laws in force.
  With reference to capital increases resolved at the Shareholders' Meeting with execution delegated to the Board of Directors, please note the following:
  - On 12 April 2022, the Company's Shareholders' Meeting approved the BE IN stock grant plan for Prysmian Group employees. To service this plan, it was expected that a maximum of 3,000,000 new ordinary shares would be issued for allotment to the plan beneficiaries free of charge. This would increase share capital by a maximum amount of Euro 300,000.00 drawn from the "Reserve for Shares issued in accordance with Article 2349 of the Italian Civil Code". The deadline for executing this capital increase is 31 December 2026. A total of 1,579,579 ordinary shares were issued and allotted to plan participants during the execution period, of which 571,095 during the Financial Year with related partial execution of the capital increase, thus leaving 1,420,421 shares available for issue to service the above plan.
  - On 19 April 2023, the Company's Shareholders' Meeting approved a longterm share-based incentive plan for the 2023-2025 period, payable to employees of the Prysmian Group. To service this incentive plan, it is expected that a maximum of 9,500,000 new ordinary shares will be issued, to be allotted to the plan beneficiaries free of charge. This will increase share capital by a maximum amount of Euro 950,000.00 drawn from the "Reserve for Shares issued in accordance with Article 2349 of the Italian Civil Code". The deadline for executing this capital increase is 31 December 2027.
  - On 16 April 2025, the Company's Shareholders' Meeting renewed the BE IN stock grant plan and the YES discounted share purchase plan for Prysmian Group employees. To service these plans, it was expected that a maximum of 2,400,000 new ordinary shares would be issued for allotment to the plan beneficiaries free of charge. This would increase share capital by a maximum amount of Euro 240,000.00 drawn from the "Reserve for Shares issued in accordance with Article 2349 of the Italian Civil Code". The deadline for executing this capital increase is 31 December 2029. A total of 47,224 ordinary shares were issued and allotted to YES plan participants during the execution period, all of which during the Financial Year, with related partial execution of the capital increase, thus leaving 2,352,776 shares available for issue to service the two plans mentioned above.
2. ‌Restrictions on the transfer of securities.
  (pursuant to Article 123-bis, paragraph 1, letter b) of the Consolidated Financial Act)
  There are no restrictions on the transfer of securities.
3. ‌Significant holdings in the share capital.
  
  (pursuant to Article 123-bis, paragraph 1, letter c) of the Consolidated Financial Act)
  With regard to significant holdings in Prysmian's share capital, please refer to
  Table 1, annexed to this Report.
  This information is based on the contents of the Company's Register of Shareholders and declarations received from shareholders pursuant to Article 120 of the Consolidated Financial Act, as at 31 December 2025.
4. ‌Securities with special rights.
  PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
  (pursuant to Article 123-bis, paragraph 1, letter d) of the Consolidated Financial Act)
  No securities have been issued that grant special rights of control.
  The By-laws do not provide for shares with multiple voting rights or increased voting rights.
5. ‌Employee share ownership: mechanism for exercising voting rights. (pursuant to Article 123-bis, paragraph 1, letter e) of the Consolidated Financial Act)
  There are no mechanisms for exercising voting rights in the event of employee shareholding, when voting rights are not directly exercised by those employees.
  Nevertheless, Prysmian promotes share ownership by Group employees via the allotment of shares or their purchase on favourable terms. At the end of 2025, 50% of Prysmian Group employees held shares in the Company following their participation in the share ownership plans.
6. ‌Restrictions on voting rights.
  (pursuant to Article 123-bis, paragraph 1, letter f) of the Consolidated Financial Act)
  There are no restrictions on voting rights.
7. ‌Shareholder agreements.
  (pursuant to Article 123-bis, paragraph 1, letter g) of the Consolidated Financial Act)
  No agreements as defined by Article 122 of the Consolidated Financial Act are known to the Company.
8. ‌Change of control clauses and By-law provisions concerning public tender offers.
(pursuant to Articles 123-bis, paragraph 1, letter h), 104, paragraph 1-ter, and 104-bis, paragraph 1 of the Consolidated Financial Act)
As regards significant agreements as set out in Article 123 bis, paragraph 1, letter
1. of the Consolidated Financial Act, note the following.
  Prysmian S.p.A. and the companies under its direct and indirect control are not a party to any significant agreements that automatically come into force, are amended or are terminated in the event of a change of control. In this respect, note that Prysmian S.p.A. is characterised by broad and diversified share ownership, thereby giving it the structure of a public company. Therefore, the Company is not subject to the control, direction or coordination of other parties, as more fully detailed in section 2.j).
  Nevertheless, it should also be noted that some agreements of significance at Group level, mainly of a financial and commercial nature, contain change-of-control clauses that generally allow the counterparty to amend or terminate the agreement in the event of a change in control over Prysmian S.p.A.
  
  The By-laws contain no provisions that:
  - waive the provisions of the passivity rule provided for by Article 104, paragraphs 1 and 2 of the Consolidated Financial Act;
  - provide for application of the neutralisation rules provided for by Article 104-bis, paragraphs 2 and 3 of the Consolidated Financial Act.
2. ‌Delegation of power to increase share capital and authorisations to purchase own shares.
  (pursuant to Article 123-bis, paragraph 1, letter m of the Consolidated Financial Act)
  PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
  See paragraph a) above in relation to resolutions adopted at Shareholders' Meetings that delegate powers to increase share capital to the Board of Directors.
  The Board is not entitled to issue participatory financial instruments.
  On 18 April 2024, the Shareholders' Meeting authorised the Board of Directors to adopt purchase and placement plans for treasury shares, to be enacted one or more times, for a maximum number of shares possessed that shall not exceed, at any given time, the number of shares required to make up 10% of the share capital, also considering the treasury shares already held. Based on the above Meeting authorisation, on 10 June 2024 the Board launched a programme for the purchase of treasury shares covering the period to 10 March 2025, involving the purchase of a maximum total of 8 million shares in the Company (about 3% of the share capital) for a maximum amount of Euro 375 million. The objectives of this programme were to (i) establish a so-called "stock of shares" that the Company can hold and use as consideration in extraordinary transactions, (ii) satisfy any obligations deriving from the conversion of bonds,
  (iii) hold shares available in the context of employee share ownership plans, (iv) create investment opportunities for any available liquidity.
  To execute this programme, the Company appointed an intermediary authorised to make purchases in its name and on its behalf on a fully independent basis, without being influenced in any way by the Company except for certain predetermined volume and price restrictions, consistent with the Sharehold-ers' Meeting authorisation and the applicable regulations. The programme was completed on 28 February 2025, having reached the maximum amount of Euro 375 million with the purchase of 6,101,140 shares in total.
  On 16 April 2025, the Shareholders' Meeting renewed the authorisation for the Board of Directors to adopt purchase and placement plans for treasury shares, to be enacted one or more times, for a maximum number of shares possessed that shall not exceed, at any given time, the number of shares required to make up 10% of the share capital, also considering the treasury shares already held. The adoption of any plans was entrusted to the Board for a maximum period of 18 months from the date of the aforementioned resolution, that is, up to 16 October 2026.
  The Board did not initiate any new treasury share purchase programmes during the Financial Year.
  During the Financial Year, the Company allotted 33,120 treasury shares and 618,319 newly-issued shares, deriving from dedicated capital increases, to participants in the YES discounted share purchase plan and the BE IN stock grant plan.
  Information about the characteristics of the above plans can be found in the Annual Integrated Report for the Financial Year ("Incentive Plan" section of the Directors' Report), the information documents prepared pursuant to CONSOB Issuer Regulation Article 84-bis, and the Remuneration Report, which are avail-
  
  able on the Company website https://www.prysmian.com in the Company/Govern-ance/Remuneration Policy section.
  Taking into account the transactions involving treasury shares, the Company directly and indirectly held 9,592,153 treasury shares as at 31 December 2025.
3. ‌Direction and coordination activities (pursuant to Article 2497 et seq. of the Italian Civil Code)
  The Company heads the Prysmian Group and performs direction and coordination activities for its direct and indirect subsidiaries pursuant to Article 2497 of the Italian Civil Code.
  PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
  For its part, the Company is not subject to control, direction or coordination by other parties, making independent decisions with regard to the:
  1. preparation of industrial, strategic and financial plans or budgets for the Group,
  2. issue of guidelines on financial and credit policy,
  3. centralisation of functions such as treasury, administration, finance and control,
  4. establishment of Group growth strategies and its strategic and market positioning as well as for the individual companies, especially when these policies might influence and determine actual implementation by Company management.
This situation is further confirmed by the fact that the Company has been structured as a public company since March 2010, which, among other things, has led to the absence of a reference shareholder.
***
It should be noted that:
- the information required by Article 123-bis, paragraph 1, letter i) ("agree-ments between companies and directors…which envisage indemnities in the event of resignation or dismissal without just cause, or if their employment contract should terminate as the result of a takeover bid") is contained in the Remuneration Report and summarised in paragraph
  8.3.5 of this Report on the remuneration of directors;
- any information required by art. 123-bis, paragraph 1, letter l), first part
  ("the rules applying to the appointment and replacement of Directors
  ... if different from those applied as a supplementary measure") is illustrated in section 4.2 of the Report, concerning the appointment and replacement of Directors;
- any information required by art. 123-bis, paragraph 1, letter l), second part ("the rules applying… to the amendment of the by-laws if different from those applied as a supplementary measure") is illustrated in section 13 of the Report, concerning the Shareholders' Meeting.
‌COMPLIANCE
(pursuant to Article 123-bis, paragraph 2, letter a) of the Consolidated
Financial Act)
PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
The Corporate Governance structure adopted by the Company is based on the principles and recommendations contained in the Corporate Governance Code, with which the Company abides, approved by the Corporate Governance Committee in January 2020 and publicly available on the website of the aforementioned Corporate Governance Committee (Borsa Italiana Corporate Governance Code ed. 2020).
- https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020-eng.en.pdf
As of 31 December 2025, Prysmian directly and indirectly controlled 146 companies with registered offices in Italy and other countries. Among them, pursuant to the Board Regulation, eleven subsidiaries of strategic importance have been identified by the Managers responsible for preparing the company's financial reports, in agreement with the Group CFO, on the basis of the criteria established by the Board of Directors. These companies were identified using criteria that take into account sales to third parties, assets owned and the strategic importance for the company within the Group (taking into account the operating result, investment or restructuring projects under way or planned in the short to medium-term and other exogenous criteria related to the company's reference market).
No laws applying to Group companies registered in countries other than Italy
have any influence on Prysmian's Corporate Governance structure.

‌BOARD OF DIRECTORS

‌ROLE OF THE BOARD OF DIRECTORS
PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
The Board of Directors is charged with management of the Company, in compliance with the By-laws and the law. The Board pursues the Company's interests, with the aim of generating value in the long term to the benefit of shareholders, as well as considering the interests of other stakeholders significant for the Company. Board members act and resolve with full knowledge of the facts and with autonomous judgement, independent from the shareholders that voted for them or the list from which they were drawn during appointment pursuant to the By-laws. The Board of Directors, in implementation of Recommendation No. 11 of the Code, adopted the current Board Regulation on 3 February 2021. This defines, inter alia, the duties and operating procedures of the Board.
Said Board Regulation establishes, with reference to the role of the Board of Directors, that it is competent, inter alia and in addition to the matters provided for by law and the By-laws, in particular with regard to the following matters:
- definition of the strategies of the Company and the Group, as well as monitoring implementation;
- definition of the corporate governance system that best serves performance of business activities and pursuit of the strategies of the Company and the Group, formulating proposals to the Shareholders' Meeting in this regard where applicable;
- where applicable, approval or examination of the business plan of the Company and the Group, with possible support from a committee appointed to analyse key topics for generation of value in the long term;
- periodic verification of the implementation of the business plan (as applicable) and assessment of the general performance of management, periodically comparing results achieved with targets set;
- definition of the nature and level of risk compatible with the strategic objectives of the Company, including in its assessments all elements that may be significant in the context of generating value in the long term to the benefit of shareholders, taking into account the interests of the other stakeholders that are significant for the Company;
- definition of the Company's corporate governance system and the Group structure, as well as assessment of the adequacy of the organisational, administrative and accounting system of the Company and subsidiaries with strategic importance (as identified in each instance by the Manager(s) responsible for preparing the company's financial reports, in agreement with the CFO, on the basis of the criteria established by the Board of Directors), with particular reference to the internal control and risk management system;
- resolutions regarding operations of the Company and its subsidiaries that have strategic, economic, equity or financial significance for the Company itself, to be identified according to the criteria defined in each instance by the Board of Directors;
- promotion, in the most appropriate forms, of dialogue with shareholders and other stakeholders that are significant for the Company;
- definition, at least at the start of the appointment period, of quantitative and qualitative criteria for assessment of the level of significance of commercial, financial or professional relationships, as well as remuneration, which pursuant to the Code, may compromise the independence of a Director;
- assessment of the independence, also according to the recommendations
  
  of the Code, of each Non-Executive Director, immediately after appointment and during the course of the appointment in the event of significant circumstances relative to independence and, in any case, at least annually;
  PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
- adoption of regulations, procedures and internal policies considered necessary or advisable for management of the business or in observance of the law or alignment with the Code, including but not limited to: (A) a regulation that defines operational rules for the Board of Directors and its committees; (B) a procedure for the internal management and external communication of inside information pursuant to law; (C) a policy, adopted on proposal of the Chairperson, prepared in agreement with the CEO, for the management of dialogue with shareholders collectively, also considering the engagement policies adopted by institutional investors and asset managers;
- adoption of measures aimed at promoting equal treatment and equal opportunities in terms of gender within the corporate structure, monitoring their actual application.
***
‌APPOINTMENT AND REPLACEMENT
(pursuant to Article 123-bis, paragraph 1, letter l) of the Consolidated Financial Act)
Pursuant to the By-laws, the Company is managed by a Board of Directors comprised of between 7 and 13 members, who hold office for a period of no more than three financial years and are eligible for re-election. The members of the Board of Directors must meet the requirements for professionalism, integrity and independence set out by applicable law. To this end, it should be noted that the By-laws do not contain any additional provisions on the requirements necessary for the appointment of Directors.
Nonetheless, the Company does have a policy on the composition of the Board of Directors, which is available on the Company website www.prysmian.com in the Company/Governance/Corporate Bodies section. This policy provides, inter alia, guidelines and recommendations on the characteristics that the Company Directors should possess. At each renewal of the Board of Directors, the outgoing administrative body considers the outcome of its self-assessment process, its experience gained during its term of office, its benchmarking with comparable Italian and international entities and its analysis of the voting policies of the main institutional investors and proxy advisors. On the basis of the foregoing, it then expresses, as recommended by the Corporate Governance Code, its own guidelines in the interests of those who intend to submit a list of candidates, concerning the qualitative/quantitative characteristics deemed appropriate to carry out its activities. These guidelines include, inter alia, the managerial and professional profiles and skills deemed necessary for any candidates, also given the nature of the Company's reference sector. They also state that the candidates' authority and competence must be commensurate with the tasks the Directors are required to perform, also in view of the size and complexity of the Company, its business objectives and strategic vision. For further details please refer to section 4.3 of the Report.
As prescribed by the Consolidated Financial Act, at least one of the members
of the Board of Directors - or two if the Board of Directors has more than seven members - must meet the independence requirements applying to Statutory Auditors under article 148, paragraph 3 of the Consolidated Financial Act. The Directors' term in office expires on the date of the Shareholders' Meeting called to approve the financial statements for the last financial year of their term.

As envisaged in the regulations applying to Italian listed companies, the Company has adopted a list voting system for the appointment of Directors, in order to allow, where possible, the election of Directors by minority shareholders. The appointment of the Board of Directors takes place on the basis of lists that can be submitted by the outgoing Board of Directors and/or by those shareholders who, alone or together with other shareholders, hold shares representing at least 2% of the share capital eligible to vote at the ordinary Shareholders' Meeting, or such lower percentage established by law or regulation. In compliance with CONSOB Resolution No. 155 of 27 January 2026, the minimum shareholding requirement for the submission of candidate lists in 2026 is 0.5%.
PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
Law 21/2024 (so-called "Capital Law") that added art. 147-ter.1 to the Consolidated Financial Act, and CONSOB Resolution 23725 of 29 October 2025 that amended the Issuers' Regulation in implementation of art. 147.ter.1 above, introduced major changes with regard to the presentation of candidate lists by the outgoing Boards of listed companies, as well as for the election of candidates included on those lists.
Since the mandate of the current Board of Directors expires in April 2027, possible amendments to the By-laws, aligning them with the new regulations mentioned above, are under evaluation. This means that the regulations for appointing the Board of Directors contained in the current By-laws are not yet aligned with the new regulations.
Lastly, as clarification, the list voting system does not apply to the replacement of Directors who cease to hold office during their mandate.
Below is an extract from Article 14 of the current By-laws concerning the procedures for preparing and filing lists of candidates for appointment to the Board of Directors in accordance with the regulations in force during FY 2024, when the current Board was appointed:
"... The Board of Directors shall be appointed, in compliance with currently applicable regulations in relation to the balance of genders, on the basis of lists submitted in accordance with the following paragraphs. The candidates in the list must be listed with a progressive number.
The outgoing Board of Directors is entitled to present lists as well as those shareholders who, alone or together with other shareholders, represent a total of at least 2% (two per cent) of the ordinary share capital with voting rights at the ordinary Shareholders' Meeting, or representing a lower percentage where required by an applicable law or regulation in force. Ownership of the number of shares necessary to present lists has to be proven on the terms and in the manner set out in the relevant current regulations. Individual shareholders or shareholders belonging to the same group or who are connected, even indirectly, cannot - not even through an intermediary or trustee - present or contribute to the submission of more than one list. Each candidate may appear on only one list, on pain of ineligibility. Candidates not in possession of the requirements set out in applicable laws cannot be included on the list. The first and the second candidate on each list must fulfil the independence requirements set out in applicable laws.
Lists which present a number of candidates equal to, or greater than, three must be composed of candidates belonging to both genders, in compliance with the currently applicable legislation and regulatory interpretation concerning the balance of genders.
The list of the Board of Directors, if submitted, must be filed with the Com-pany's registered office within the thirtieth day before the date set for the Shareholders' Meeting and formally published in accordance with the terms of the following paragraph.

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
Without prejudice to the above, the lists must be filed with the Company's registered office and published in accordance with prevailing law. Together with each list, within the above deadline, each candidate must file a declaration confirming his/her candidacy and certifying, under his/her own liability, that there are no reasons why he/she is ineligible or incompatible for the position and that he/she meets the requirements set out in applicable laws and this By-laws. Together with the declarations, each candidate shall file a curriculum vitae describing his personal and professional characteristics, indicating his possible candidacy as an independent Director. Each person with voting rights may only vote for one list. Any lists which do not comply with the aforementioned requirements shall be deemed not to have been submitted...".
Below is an extract from Article 14 of the current By-laws concerning the appointment of the Board of Directors through list voting and the takeover mechanism to ensure that the composition of the Board complies with the gender balance regulations in force during FY 2024, when the current Board was appointed:
"... For the election of the Board of Directors, the following procedure shall be observed: (a) five-sixths of the Directors to be elected shall be chosen from the list that obtains the majority of the votes cast, in the order in which they are listed on the list; in the event of a fractional number, it shall be rounded down to the nearest whole number; (b) the remaining Directors shall be taken from the other lists; for this purpose the votes obtained by the lists shall successively be divided by one, two, three and four according to the number of Directors to be chosen. The quotients thus obtained shall be assigned to the candidates on each list in the order specified thereon. The quotients given to each candidate on the various lists will be given in a single decreasing ranking. Those who have obtained the highest quotients shall be elected. If more than one candidate has obtained the same quotient, the candidate from the list that has not yet elected any Directors or that has elected the smallest number of Directors, shall be elected. All this is on the understanding that at least one Director shall be drawn from a list, if submitted and voted, submitted by shareholders who are not connected, either directly or indirectly, with those who submitted or voted for the list that obtained the majority of votes cast.
If none of such lists has yet elected a Director or each of them have elected the
same number of Directors, the candidate from the list that obtained the largest number of votes shall be elected. If the different lists have received the same number of votes and their candidates have been assigned the same quotients, a new vote shall be held by the entire Shareholders' Meeting and the candidate obtaining the simple majority of the votes shall be elected.
In addition, if the election of the candidates by the means described above does not ensure a composition of the Board of Directors which complies with the currently applicable regulations concerning the balance of genders, the candidate of the most represented gender, who is elected last in progressive order within the list that received the highest number of votes, will be replaced by the first candidate of the less represented gender, who is not elected from the same list, according to the progressive order. This replacement process will be implemented until the composition of the Board of Directors complies with the currently applicable regulations concerning the balance of genders. Finally, if this procedure does not provide the result specified above, the replacement will be implemented by means of a resolution approved by a simple majority of the Shareholders' Meeting, following the submission of candidates belonging to the less represented gender…".

Below is an extract from Article 14 of the current By-laws describing cases where the foregoing list voting system for appointing Directors does not apply:
"...
If a single list is submitted, if no list is submitted or if the Board of Directors is not being elected in its entirety, the Shareholders' Meeting shall vote with the legal quorum required by applicable laws, in compliance with currently applicable regulations in relation to the balance of genders…
PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
In case of any vacancy in the Board of Directors during the financial year, for any cause or reason, the Board of Directors shall proceed according to Article 2386 of the Italian Civil Code. If one or more of the Directors no longer in office were taken from a list which also contained the names of unelected candidates, the Board of Directors shall replace them by appointing, according to the progressive order, individuals from the list of the outgoing Director, provided that such individuals are still eligible and willing to accept the office, and provided that (i) at least one of the members of the new Board of Directors -or two if it is composed by more than seven members - must fulfil the independence requirements provided under applicable law and (ii) compliance with currently applicable regulations pertaining to the balance of genders is ensured. If the majority of Directors appointed by the Shareholders' Meeting resign or fall from office for other reasons, the entire Board of Directors shall be deemed to have resigned. Such resignation is effective when the Board of Directors is reconstituted by persons appointed by the Shareholders' Meeting, which must urgently be called by the remaining Directors..."
***
Prysmian is not subject to additional regulations (including any industry standards) as concerns the composition of the Board of Directors, representation of minority interests or number and characteristics of Directors, apart from the regulations provided for by the Consolidated Financial Act.
***

‌COMPOSITION

(pursuant to Article 123-bis, paragraph 2, letters d) and d-bis) of the Consolidated Financial Act)

The Company is currently managed by a Board of twelve Directors. The three-year term of the Board of Directors in office commenced on 18 April 2024 when the Shareholders' Meeting determined that the new Board of Directors should have 12 members and appointed them using the list voting system.

On that occasion, the following two lists of candidates were filed for the renewal of the Board of Directors:

List 1, submitted by the outgoing Prysmian Board of Directors:

1. Jaska Marianne de Bakker	✓	✓
2. Francesco Gori1	✓	✓
	✓	✓
5. Valerio Battista3
6. Annalisa Stupenengo	✓	✓
7. Pier Francesco Facchini
8. Tarak Mehta	✓	✓
9. Emma Marcegaglia	✓	✓
10. Richard Keith Palmer	✓	✓
11. Barbara Cominelli	✓	✓
12. Mei Mei Chow	✓	✓

Massimo Battaini2
Ines Kolmsee

Serial number

Name and Surname

Independence

Art. 148, para. 3,

Consolidated Financial Act

Corporate Governance Code

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

List 2, submitted jointly on behalf of the following shareholders owning 7,629,478 ordinary shares, confirmed by bank certificates for 7,627,833 shares received by the Company, equal to 2.7584% of the share capital of the Company: Amundi Asset Management SGR S.p.A., fund manager for: Amundi Impegno Italia - B, Amundi Valore Italia Pir, Amundi Esg Selection Dinamico, Amundi ESG Selection Bilanciato, Amundi ESG Selection Conservativo, Amundi Luxembourg S.A. - AF Net Zero Amb Top Eur Play, Amundi Luxembourg S.A. - A-F European EQ Value, Amundi Luxembourg S.A. - A F European Equity ESG Improvers, Amundi Luxembourg S.A. - ASI - Bilanciato Percorso Att III, Core Pension Garantito ESG, Core Pension Azionario Plus 90% ESG, Core Pension Azionario 75% ESG, Core Pension Bilanciato 50% ESG, Amundi Bilanciato Piu, Seconda Pensione Garantita ESG, Seconda Pensione Prudente ESG, Seconda Pensione Espansione ESG, Seconda Pensione Bilanciata ESG, Seconda Pensione Sviluppo ESG, Amundi Risparmio Italia, Amundi Sviluppo Attivo Italia, Amundi Obblig Piu A Distribuzione; Anima Sgr S.P.A., fund manager for Anima Italia; APG Asset Management N.V., fund manager for: GEF FUND STRAT FSS INDUSTRIALS, GEF Fund Strategy-Core Europe, ABP DMEF CORE, ABP DMEF Industrials & Energy, ABP DMEQ Adaptive Risk Management; Arca Fondi Sgr S.P.A., fund manager for: Fondo Arca Azioni Italia, Fondo Arca Economia Reale Bilanciato Italia 55, Fondo Arca Blue Leaders; AXA Investment Managers Paris, fund manager for AXA WF Italy Equity; BancoPosta Fondi S.p.A. SGR, fund manager for: Bancoposta Orizzonte Reddito, Bancoposta Azionario Flessibile, Poste Investo Sostenibile, Bancoposta Rinascimento, Bancoposta Equity Hedged Lte, Bancoposta Equity Developed Countries, Bancoposta Equity All Country; BNP Paribas Asset Management; Etica Sgr S.p.A., fund manager for: F.do Etica Rendita Bilanciata - F.do Etica Obbligazionario Misto - F.do Etica Bilanciato - F.do Etica Azionario and F.do Etica Impatto Clima; Eurizon Capital S.A., manager of Eurizon Fund segments: Equity Italy Smart Volatility, Equity Euro LTE, Equity Europe ESG LTE, Equity Small Mid Cap Europe, Conservative Allocation, Azioni Strategia Flessibile, Italian Equity Opportunities, Absolute Return Solution, Flexible Europe Strategy, Equity World ESG Leaders LTE, Sustainable Multiasset, Equity Europe LTE, manager of Eurizon Next 2.0 segments: Strategia Azionaria Flessibile, Strategia Absolute Return, Strategia Megatrend, as well as manager of Eurizon AM SICAV segments: Low Carbon Euro, Absolute Return

‌1 Candidate for the role of Chairperson of the Board of Directors.

‌2Candidate for the role of CEO.

‌3 Candidate for the role of Deputy Chairperson of the Board of Directors.

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

Moderate ESG, Absolute Return Solution, and Eurizon Investment SICAV segments: Flexible Equity Strategy 2, Sustainable Equity Europe and Flexible Equity Ethical Selection; Eurizon Capital SGR S.p.A., fund manager for: Eurizon Flessibile Azionario Settembre 2024, Eurizon Step 70 Pir Italia Giugno 2027, Eurizon Am Flexible Trilogy, Eurizon Am Rilancio Italia Tr, Eurizon Am Ritorno As-soluto, Eurizon Am Tr Megatrend, Eurizon Am Tr Megatrend II, Eurizon Defensive Top Selection Marzo 2025, Eurizon Multiasset Valutario Marzo 2025, Eurizon Multiasset Valutario Maggio 2025, Eurizon Flessibile Azionario Maggio 2027, Eurizon Top Selection Equilibrio Maggio 2025, Eurizon Flessibile Azionario Giugno 2027, Eurizon Flessibile Azionario Luglio 2024, Eurizon Progetto Italia 70, Eurizon Flessibile Azionario Marzo 2025, Eurizon Flessibile Azionario Dicembre 2024, Eurizon Flessibile Azionario Marzo 2024, Eurizon Azioni Italia, Eurizon Flessibile Azionario Dicembre 2023, Eurizon Cedola Attiva Top Ottobre 2023, Eurizon Multiasset Strategia Flessibile Ottobre 2023, Eurizon Flessibile Azionario Luglio 2025, Eurizon Flessibile Azionario Maggio 2025, Eurizon Flessibile Azionario Maggio 2024, Eurizon Pir Italia Azioni, Eurizon Progetto Italia 40, Eurizon Top Selection Prudente Dicembre 2023, Eurizon Top Selection Crescita Dicembre 2023, Eurizon Disciplina Sostenibile Esg Dicembre 2023, Eurizon Top Selection Prudente Marzo 2024, Eurizon Top Selection Equilibrio Marzo 2024, Eurizon Top Selection Crescita Marzo 2024, Eurizon Flessibile Azionario Marzo 2026, Eurizon Multiasset Valutario Marzo 2024, Eurizon Flessibile Azionario Settembre 2025, Eurizon Multiasset Reddito Ottobre 2023, Eurizon Disciplina Sostenibile Esg Ottobre 2023, Eurizon Top Selection Dicembre 2023, Eurizon Flessibile Azionario Dicembre 2025, Eurizon Disciplina Globale Marzo 2024, Eurizon Flessibile Azionario Maggio 2026, Eurizon Multiasset Valutario Maggio 2024, Eurizon Flessibile Azionario Giugno 2026, Eurizon Multiasset Valutario Luglio 2024, Eurizon Approccio Contrarian Esg, Eurizon Flessibile Azionario Settembre 2026, Eurizon Multiasset Valutario Ottobre 2024, Eurizon Flessibile Azionario Dicembre 2026, Eurizon Multiasset Valutario Dicembre 2024, Eurizon Flessibile Azionario Marzo 2027; Fideuram Asset Management Ireland, fund manager for Fonditalia Equity Italy; Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr S.p.A., fund manager for: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; Interfund Sicav - Interfund Equity Italy; Fineco Asset Management DAC, fund manager for: Amundi European Equity Value FAM Fund, European Stars Equity Value FAM Fund; Generali Asset Management SpA SocietÉ di Gestione del Risparmio, in the name and on behalf of: GIP ALTO ESG INNOV SOST; Generali Asset Management SpA SocietÉ di Gestione del Risparmio, as authorised manager in the name and on behalf of: GF EUROPE MEGATRENDS ISR, Generali Investments SICAV Euro Future Leaders, Generali Smart Fund PIR Evoluzione Italia, Generali Smart Funds PIR Valore Italia; Kairos Partners Sgr S.p.A., as the management company of Kairos International Sicav - Comparti Italia, Patriot and Made in Italy; Legal & General Assurance (Pensions Management) Limited; Mediolanum International Funds Limited - Challenge Funds - Challenge Italian Equity; Mediolanum Gestione Fondi Sgr S.P.A., fund manager for: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia:

Serial Name and Surname number	Independence Art. 148, para. 3, Corporate Gov-Consolidated ernance Code Financial Act
1. Paolo Amato	✓ ✓
2. Susannah Stewart	✓ ✓
3. Maria Elena Pisonero Ruiz	✓ ✓

Based on the votes obtained from the two lists submitted, the first 10 candidates indicated in List 1 filed by the Board of Directors were appointed as Directors, voted by the majority of those with voting rights participating in the Shareholders' Meeting, equal to approximately 86.2% of the share capital present or represented, and the first 2 candidates indicated in List 2, voted by a minority of those with voting rights participating in the Shareholders' Meeting, equal to approximately 12.8% of the share capital present or represented.

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

The Shareholders' Meeting that appointed the Board of Directors in office on the date of the Report was not called upon to authorise, in general terms and as a preventive measure, waivers to the prohibition of competition provided for by Article 2390 of the Italian Civil Code. Nonetheless, when the candidacies were submitted for renewal of the Board of Directors, each of the Directors in office confirmed that the conditions set out in Article 2390 of the Italian Civil Code did not apply to him/her.

The three-year term of the Board of Directors currently in office will expire on the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2026.

The composition of the Board of Directors has not changed since the close of the Financial Year.

***

‌List of candidates submitted by the outgoing Board and guidelines. On the last renewal of the administrative body and as discussed in the previous section, Prysmian's outgoing Board of Directors decided to submit its own list of candidates, publishing it well in advance (29 February 2024) of the date set for the Shareholders' Meeting (18 April 2024) called to appoint the new Directors.
The outgoing Board of Directors selected its candidates by referring to the provisions of the policy for the composition of the Board of Directors and Board of Statutory Auditors as adopted by Prysmian (see below) concerning, among other things, independence requirements, professional experience (Board Skills Matrix), limits on the number of offices held, age and term of office.
The outgoing Board of Directors also determined the composition of its list of candidates by taking into account the public company structure of the Company, which is distinctive for the absence of a reference shareholder. Given this, it was decided to present a list:
- comprising twelve candidates, 75% of whom met the independence requirements specified in the Corporate Governance Code;
- two thirds of whom were outgoing Directors, in order to ensure the stable and effective management of the Company and its Board committees;
- with adequate diversity of experience and skills, consistent with the Board Skills Matrix adopted by the Board of Directors;
- with two candidate Executive Directors;
- with broad spectrum diversity, including with regard to gender balance (50%).
  When preparing this list, the Board also took account of the decision communicated by Valerio Battista that he was not available to continue as CEO for the three-year period 2024-2026. On 26 May 2023, following the selection process and consistent with the succession plan adopted by the Group, the Board of Directors designated Massimo Battaini, then director and Group Chief Operating Officer, as its candidate for the role of Chief Executive Officer of the Prysmian Group and formally listed him as a candidate Director and CEO.
  
  The list of candidates presented by the outgoing Board of Directors also identified Francesco Gori as a candidate Chairman and confirmed the presence of Valerio Battista, outgoing CEO, as a candidate Deputy Chairman without additional responsibilities or executive roles. In this regard, the Board of Directors considered that his presence would guarantee appropriate continuity and best reflect the standpoint of all stakeholders.
  PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
  When defining the composition of its list of candidates, the outgoing Board of Directors took account of the assessments made during Board meetings, the outcome of the self-assessment activities carried out with support from an advisor, and the important contribution made by the Remuneration and Nominations Committee, which had selected potential candidates - including the successor to Valerio Battista as CEO - with the help of a leading international consulting firm experienced in the recruitment and selection of Directors.
  Among the criteria used to define the composition of the list, the Board also took account of the managerial experience accumulated by each candidate in listed and non-listed companies, important at a multinational level and of similar size to the Prysmian Group. The selection process looked for candidates likely to provide concrete contributions to strategic and industrial decision-making, given their experience in high-profile industrial or financial roles.
  Again in the context of renewing the Board of Directors, the outgoing Board of Directors published a document containing useful guidelines for those entitled parties intending to submit lists of candidates, covering the qualitative/quanti-tative characteristics deemed most appropriate for the 2024-2026 Board of Directors. Specifically, these guidelines identified the managerial and professional profiles and expertise considered necessary, also on the basis of the sectors in which the Company operates, observing the diversity criteria identified by the Board of Directors, as well as guidelines expressed on the maximum number of roles.
  These guidelines were made available on the Company website a suitable period of time prior to publishing the call notice of the Shareholders' Meeting called to renew the Board of Directors.
  In the Call Notice of the Shareholders' Meeting, the Board requested any party submitting a list containing a number of candidates greater than half of the Directors to be elected to provide adequate information, in the documentation presented for submission of the list, about compliance of the list with the above guidelines, also with reference to observance of the diversity criteria, and to indicate their candidate for the role of Chairperson (see art. 3, recommendation 23 of the Corporate Governance Code).
  ***
‌Directors' personal and professional characteristics

(Article 144-decies CONSOB Issuer Regulation)

A short curriculum vitae for each Director in office at the date of this Report is provided below, including personal details, field of expertise and experience.

Francesco Gori

Chairman of the Board of Directors. Independent Non-Executive Director. Born in Florence on 15 May 1952.

After the end of his high school classical studies, he graduated with honours from a degree in Business and Economics at the University of Florence, while working first for a software company and then in the paper industry.

He joined Pirelli's Tyre Division in 1978, where he was promoted to executive in

1984. After a range of experience with Pirelli in commercial, marketing, M&A and management roles in both Italy and abroad, he was appointed as the Tyre Division's General Manager in 2001. He was then made CEO of Pirelli Tyre S.p.A. in 2006, and General Manager of Pirelli & C. in 2009. In the 10 years under his leadership, Pirelli Tyre's sales and EBITDA doubled, generating a positive cash flow, thanks to the implementation of a premium strategy which resulted in higher top and bottom-line growth with respect to competitors, culminating in Pirelli becoming the exclusive supplier for F1 from 2010.

From 2006 to 2011, and for two consecutive terms, he was elected president of

ETRMA, the European Rubber Manufacturers' Association.

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

In 2012 he left the Pirelli Group of his own initiative.

From 2013 to 2015 he was Industrial Advisor at Malacalza Investmenti, Pirelli's

second largest Shareholder at that time.

In 2013 he was named as an Independent Director on the board of Snam S.p.A. and took on the role of Chairman for the Control and Risks Committee. He was re-elected for the subsequent three-year period, until 2022, and took on the role of Chairman for the Appointment Committee; he has been re-elected for the third three-year period up to 2022 and taken on the role of Chairman for the Control and Risks Committee.

From 2014 to 2018 he has been the Managing Director of the Corporate Credit Recovery 1 fund for Dea Capital Alternatives Funds SGR (part of the De Agostini Group) and from 2018 to 2020 he was the Senior Advisor for the Corporate Credit Recovery 1 and 2 funds.

In 2015 he was appointed as a non-executive director for the Supervisory and Management Boards of Apollo Tyres, an industry leader listed in India.

From 2016 to 2018 he assumed the executive chairmanship of Benetton Group S.r.l.

In 2021 he was co-opted onto the Board of Directors of IED - Istituto Europeo di Design and appointed CEO.

He has been a member of the Company's Board of Directors since 18 September 2018. He has been Chairman of the Control and Risks Committee from 2018 to 2024 and currently he is member of the Remunerations and Nominations Committee. He was elected to his current position by the Shareholders' Meeting on 18 April 2024 from the slate submitted by the Board of Directors, which obtained the majority of votes.

The Board of Directors has verified that Mr Gori meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Corporate Governance Code's art. 2, recommendation 7, and is qualified to serve as an independent director of the Company.

Valerio Battista

Deputy Chairman.

Non-Executive Director.

Born in Arezzo on 8 January 1957.

He graduated with a degree in Mechanical Engineering from the University of Florence. Valerio Battista is a manager with extensive knowledge and understanding of the industrial sector with more than 30 years of experience gained first with the Pirelli Group and then with the Prysmian Group, where he assumed the leadership role in 2005. Within the Pirelli Group he held positions of increasing responsibility, particularly in the restructuring and reorganisation of Pirelli Cavi, which became one of the most profitable and competitive organisations in the industry under his leadership from 2002 to 2004. In 2005, he played a key role in the creation of the Prysmian Group, leading to its listing on the Stock Exchange in 2007. He was the CEO of the Prysmian Group and the

CEO of the Company until 18 April 2024.

From June 2014 until March 2019, he was Chairman of Europacable and since April 2017 he has been a member of the Board of Directors and Lead Independent Director of Brembo S.p.A.

He has been a member of the Prysmian Board of Directors since December 2005. He was elected to his current position at the Shareholders' Meeting held on 18 April 2024 from the list submitted by the Board of Directors, which obtained the majority of votes.

Massimo Battaini

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

Chief Executive Officer and General Manager. Group Chief Executive Officer.

Born in Varese on 1 August 1961.

He was appointed CEO and General Manager of Prysmian at the Shareholders' Meeting of April 2024, elected as the CEO candidate in the list submitted by the Board of Directors, which obtained the majority of votes.

Massimo was nominated CEO-designate in 2023, and presented Prysmian's first Capital Markets Day, in the same year. During his tenure as CEO, Massimo has overseen Prysmian's largest-ever acquisition, Encore Wire, in the summer of 2024, followed in 2025 by the acquisitions of Channell and Xtera.

Before his election as CEO, Massimo was appointed Prysmian's Chief Operating Officer in 2021. Other previous roles in company include leading Prysmian's North American business, its Transmission business unit and its UK business. Massimo started his career in the Pirelli Group in 1987 and held various positions in R&D and Operations over an 18-year period, before Pirelli's cable business was spun off to become Prysmian, where Massimo remained.

Massimo has a degree in Mechanical Engineering from the Polytechnic University of Milan and an MBA from SDA Bocconi.

He has been a member of the Prysmian Board of Directors since February 2014. He was elected to his current position at the Shareholders' Meeting held on 18 April 2024 from the list submitted by the Board of Directors, which obtained the majority of votes.

Paolo Amato

Independent Non-Executive Director.

Born in Rome on 1 June 1964.

He graduated in Mechanical Engineering from "La Sapienza" University of Rome in 1989. He holds a Certificate in Capital Markets from New York University (1990), and a Master in Business Administration from Harvard Business School (1994). Manager with significant senior executive, financial and risk management experience. He has more than 35 years of international management expertise in various industrial sectors, ranging across industrial, transportation, infrastructure and technology on several continents including North and South America, Greater Europe, the Middle East and Asia Pacific. He possesses a wide range of general management skills, achieved through significant executive and non-executive practice acquired in a variety of positions, including: Chief Transformation Officer and Chief Restructuring Officer of Astaldi S.p.A. (2019-2021); CFO and Portfolio Manager of Renova Management AG (2015-2016); CFO and then Deputy General Manager of Alitalia Compagnia Aerea Italiana S.p.A. (2009-2014); General Manager of Merloni Finanziaria S.p.A and CFO of Aris-tonGroup (2003-2008); Co-Chief Executive Officer of eNutrix S.p.A. (2000-2003), as well as Associate Partner at McKinsey & Company for their offices in Buenos Aires, Rome and Zurich (1994-2000) and Assistant Director at Leonardo S.p.A. in the New York office (1989-1992). Since November 2025, he is Chairman of the

Board of Directors of Eolo S.p.A..Since December 2024, he is Chairman of the Board of Directors of Construction Holding S.p.A.. From June 2024 to January 2025, he was member of the Board of Directors of Weev.ie Holdco Ltd. Since July 2022, he is Chairman and CEO of Green Octopus GmbH. Since May 2022, he is an independent member of the Board of Directors, Chairman of Remuneration Committee (from May 2025), Chairman of the the Sustainability Committee (2022-2025), member of the Control and Risk Committee (from May 2022) of Fincantieri S.p.A.. Since April 2021, he is member of the Board of Directors, Chairman of the Control, Risks & Sustainability Committee of Telepass

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

S.p.A. He was Chairman of the Board, Chairman of the Control, Risks & Finance Committee, member of the Remuneration & Nominations Committee of Be Power S.p.A. (2019-2021), until its sale to ENI; Board member and Chairman of AirOne S.p.A. (2009-2014); Independent Board Member and member of the Control & Risks Committee for Indesit S.p.A. (2013-2014), until its sale to Whir-pool Group; Board member, Chairman of the Audit & Finance Committee, member of the Nominations & Compensation Committee for Octo Telematics Ltd (2015-2017); Board member, Chairman of the Compensation Committee and member of the Nominating & Governance Committee for CIFC Asset Management Corporation (2015-2016).

He has been a member of the Board of Directors since 12 April 2018. He has been a member of the Remuneration and Nomination Committee since 2018 to April 2024, serving as the Chairman of the same Committee from 2020. Since April 2024 he has been member of the Control and Risks Committee.

He was elected to his current position by the Shareholders' Meeting on 18 April 2024 from a slate presented jointly by a group of shareholders affiliated with asset management companies and institutional investors. This slate achieved the second highest number of votes at the Shareholders' Meeting.

The Board of Directors has verified that Mr Amato meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Corporate Governance Code's art. 2, recommendation 7, and is qualified to serve as an independent director of the Company.

Jaska de Bakker

Independent Non-Executive Director.

Born in Amsterdam (Netherlands) on 28 October 1970.

Jaska de Bakker brings over 30 years of work experience and has worked and lived in Europe, Asia and the United States. Her career can be summarized as starting in strategy consulting for about seven years, then moving from a commercial director role via M&A to Finance. More recently she was group CFO in two global companies, for a total of 10 years. The extensive experience in a variety of leadership roles has brought her a combination of a strong strategic mind with broad Finance and M&A skills.

She graduated in 1994 from the University of Amsterdam with a Master in Econometrics. After that she started her consulting career at Arthur D. Little followed by a full time MBA at Kellogg Northwestern University in Chicago, US. She specialized in Strategy and Finance and graduated top of class. After a summer internship at Boston Consulting Group (BCG) in 1998, she joined BCG again after graduation. De Bakker worked one year in Milan as BCG Ambassador (2001). In 2003 she left BCG to join CSM, a listed conglomerate, as a Commercial director for the Sugar Confectionery division.

In 2010 she became CFO and member of the Executive Board for DHV, a Dutch based global engineering and consulting firm. DHV merged with Royal Hask-oning in 2012 and she became CFO of the merged company. She played a key role in the merger and integration and in defining and implementing the new

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

strategy for the combined company. Early 2017 De Bakker joined Royal Fries-landCampina, a cooperative in the top 5 of global Dairy companies. She started as a regional CFO for Asia, based in Singapore. As part of that responsibility, she joined several boards in Asia, of which some were for listed entities. At the start of 2018 she became Group CFO and member of the Executive Board, based in The Netherlands. At FrieslandCampina she has played a key role in strategy definition and transformation, integrating reporting (financial and ESG), strengthening the finance and IT functions, driving digital and data analytics as well as issuing a listed hybrid bond. In August 2020 she joined the Supervisory Board of non-profit organization, The Ocean Cleanup. Mid 2021 she left FrieslandCampina. In April 2022 she joined Redcare Pharmacy NV (at that time called Shop Apotheke Europe NV) as a member of the Supervisory Board. Redcare is the leading online pharmacy in Europe, listed in Frankfurt. In June 2023 she joined Nobian U.A., a base chemical company as a Non-Executive director. This private equity owned company is active in North West Europe and head-quartered in the Netherlands. In April 2024 she joined AkzoNobel as a member of the Supervisory Board. AkzoNobel is a global paints and coatings company. She has been a member of the Company's Board of Directors since 28 April 2021. She is a member of the Control and Risks Committee since 2021, serving as committee's chairwoman from April 2024.

She was elected to her current position by the Shareholders' Meeting on 18

April 2024 from the slate submitted by the Board of Directors, which obtained the majority of votes.

The Board of Directors has verified that Ms. De Bakker meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Corporate Governance Code's art. 2, recommendation 7, and is qualified to serve as an independent director of the Company.

Pier Francesco Facchini

Executive Director and Chief Financial Officer.

Born in Lugo (Ravenna) on 4 August 1967.

He has been Prysmian Group CFO since January 2007. Graduated in 1991 from the Luigi Bocconi University in Milan with a degree in Business Economics. His initial work experience was at Nestlè Italia, where, from 1991 to 1995, he held different posts in the Administration and Finance area. From 1995 to 2001, he worked in several companies in the Panalpina Group, holding the position of Regional Financial Controller for Asia and the South Pacific and Head of Accounting, Finance and Control for Panalpina Korea (Seoul) and Panalpina Italia Trasporti Internazionali S.p.A. In April 2001, he was appointed Finance Director at Fiat Auto Consumer Services business unit, leaving in 2003 to become CFO at Benetton Group, a post he held until November 2006.

He has been a member of the Prysmian Board of Directors since February 2007. He was elected to his current position at the Shareholders' Meeting held on 28 April 2021 from the list submitted by the Board of Directors, which obtained the majority of votes.

Ines Kolmsee

Independent Non-Executive Director.

Born in Hamburg (Germany) on 4 April 1970.

She holds degrees in Process- and Energy Engineering from Technical University of Berlin (Germany), in Industrial Engineering from Ecole des Mines de St.Etienne (France) and a Master of Business Administration from INSEAD (France, Singapore).

After beginning her career in consulting with the firm AT. Kearney in 1997, she

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

later joined Ericsson in Germany in an international sales role. Following that she joined the private equity company Arques AG in 2003, where she became the CFO of a portfolio company, Completel, a telecom operator. Later she became the CFO of Arques AG, before joining a new portfolio company, SKW Stahl-Metallurgie AG, a specialty chemicals company in 2004. She became CEO of SKW and after 2 years she took the company public on the German stock exchange. Ines left SKW after almost 10 years as CEO to join EWE AG, a large German utility company as their CTO/COO in 2015. From 2017 to 2020 she was member of the executive board of Aperam SA, a stainless-steel producer in Luxemburg, assuming the responsibility for the downstream activities, the sales as well as the supply chain.

Currently she is managing partner in Matterwave Ventures, a venture capital fund specialized in industrial tech.

Furthermore, she holds the following mandates: Board member of ETEX SA, a building materials company based in Belgium, which she joined in 2022. At ETEX SA, she is the chair of the sustainability committee and previously has also been the chair of the audit committee. Board member of Topsoe S/A a chemicals company from Denmark, where she is member of the audit, ESG and risk committee (since 2023).

Other board mandates that she held were Fuchs Petrolub SE, a lubricant producer in Germany (2011-2015), Suez SA, an environmental company headquar-tered in France (2013-2018) and Umicore SA, a chemicals company with headquarters in Belgium (2011-2023). At Umicore she was the chair of the audit committee. She also used to be a board member of Boralex Inc, a renewable IPP (independent power producer) based in Canada (2022-2024).

She has been a member of the Company's Board of Directors since 28 April 2021. She is a member of the Sustainability Committee since 2021, serving as committee's chairwoman from April 2024.

She was elected to her current position by the Shareholders' Meeting on 18 April 2024 from the slate submitted by the Board of Directors, which obtained the majority of votes.

The Board of Directors has verified that Ms. Kolmsee meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Corporate Governance Code's art. 2, recommendation 7, and is qualified to serve as an independent director of the Company.

Emma Marcegaglia

Independent Non-Executive Director.

Born in Mantua on 24 December 1965.

She is Chairwoman and CEO of Marcegaglia Holding, Vice-Chairwoman and CEO of Marcegaglia Steel and subsidiaries operating in the steel processing sector. Chairwoman and CEO of Marcegaglia Investments, the holding company that controls the Group's diversified activities.

After graduating with honours in Business Administration from Bocconi University in Milan, she attended the International Management Program-Master in Business Administration at New York University. Alongside her constant commitment in the Marcegaglia Group companies' activity, she embarked on a career path that led her to hold - in many cases, as the first woman in history

several important top management positions. Among the main ones are:
- Chairwoman Confindustria (2008-2012), the first woman to be elected Chair and the youngest in the association's then almost 100-year history (Confindustria was founded in 1910).
- Chairwoman Luiss, Libera UniversitÉ Internazionale Studi Sociali Guido
  Carli (from 2010 to 2019, again the first woman to hold the position).
- Chairwoman Business Europe, the association representing European Confindustries, a role she held from 2013 until 2017, renewed for two terms (the maximum possible) and the first woman to hold the position.
- Chairwoman of Eni (from 2014 to 2020), appointed by the Italian Government at the head of a company participated by the same Government, the first time for a woman.
  PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025
- Chairwoman B20: appointed by the Chairman of Confindustria in November 2020. Again, as the first woman. In parallel with the Italian presidency of the G20 (a first for Italy), Confindustria, as the sole organiser representing Italian companies, was tasked with managing and coordinating the G20 Business Summit (B20), the G20's most influential engagement group.
- Chairwoman B7: in 2024, on the recommendation of Confindustria, she was appointed president of B7. At the same time to the Italian presidency of the G7, Confindustria, again as the sole organiser representing Italian companies, had the task of manage and coordinate the G7 Business Summit (B7), the most authoritative engagement group of the G7.

She is a member of the Executive Committee of BIAC, the OCSE advisory body; she is vice-Chairwoman of ISPI, the Institute for International Policy Studies; she sits on the Board of Directors of Bracco S.p.A., Gabetti Property Solutions and Davide Campari Milano N.V.

She has been a member of the Company's Board of Directors since 18 April 2024, when she was elected from the slate presented by the Board of Directors. That slate achieved the majority of votes at the Shareholders' Meeting. She is the Lead Independent Director and a member of the Sustainability Committee since April 2024.

The Board of Directors has verified that Ms. Marcegaglia meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Corporate Governance Code's art. 2, recommendation 7, and is qualified to serve as an independent director of the Company.

Tarak Mehta

Independent Non-Executive Director.

Born in New Delhi (India) on 16 October 1966.

After graduating from Purdue University in US withe BSME in Mechanical Engineering in 1989, he began his career at Cooper Power Systems in the US. He then joined ABB in 1998. After three years working in the US as a Manufacturing Project Manager for the Transformer Factory of the Future and as Program Manager for Advanced Manufacturing Technologies (USCRC), in 2001 he embarked on his first international experience as Production Manager in Circuit Breakers Operations in the High Voltage Products Division in Sweden. Between 2002 and 2006, he held various managerial positions in Switzerland from BU Functional Manager in High Voltage Products Operations to SCM Project Manager in Cost Migration and then taking on the role as Product Group Manager of Breakers & Systems in the High Voltage Division at ABB Headquarters in Zurich, Switzerland. In 2007, he became Head of the Transformers Business Unit.

In 2010, he was appointed President of Low Voltage Products Division. In 2016,

he became President of Electrification Products Division. Given a change in nomenclature back in April 2019, he became President of Electrification Business Area and effective April 1st2022, President of Motion Business Area. He has been a Member of the Executive Group Executive Committee of ABB Ltd. Switzerland since 2010. He has also been a Member of the Board of Trustees at Inter-Community School (ICS) from 2016 to 2023. From 2014 until June 2020, he

served as a Non-Executive Director of ABB India Limited as well as being a Member of their Audit Committee.

From September 2024 to April 2025, he was the President and CEO of The Tim-ken Company, US company listed at NYSE.

Since September 2025 he is a Partner and Co-Head of the Good and Products business for Partners Group Holding AG, Swiss company listed at the SIX Swiss Exchange.

He has been a member of the Company's Board of Directors since 28 April 2021. He is a member of the Control and Risks Committee since 2021.

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

He was elected to his current position by the Shareholders' Meeting on 18 April 2024 from the slate submitted by the Board of Directors, which obtained the majority of votes

The Board of Directors has verified that Mr. Mehta meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Corporate Governance Code's art. 2, recommendation 7, and is qualified to serve as an independent director of the Company.

Richard Keith Palmer

Independent Non-Executive Director.

Born in Bath (England) on 3 December 1966.

He served as the Chief Financial Officer (CFO) of Stellantis N.V. from January 2021 to June 2023 with responsibility for all financial activities, investor relations and information technology. Prior to that he was the CFO of Fiat Chrysler Automobiles N.V. (FCA) from 2011 to 2020 where his responsibilities also included business development and where he was appointed to the board of directors in 2019.

He also served as Chief Operating Officer of the Systems and Castings business and was appointed to the FCA US LLC Board of Directors in 2014. He was appointed to the Group Executive Council (GEC) for Fiat Chrysler Automobiles N.V., in September 2011. The GEC was the highest management-level decision-making body within the FCA organization.

Palmer was appointed CFO, FCA US (fka Chrysler Group) in June 2009.

He joined FCA (fka Fiat Group) in 2003 as CFO of Comau, and later moved to Iveco in the same role. Previously, from 1997 until 2003, Palmer was Finance Manager for several business units at General Electric Oil & Gas. Palmer spent the first years of his career in Audit with United Technologies Corporation and Price Waterhouse.

His professional and academic background includes:

− 2021 - 2023, CFO, Stellantis N.V.;

− 2019 - 2020, member of the Board of Directors of FCA N.V.;

− 2018 - 2020, Head of Business Development, FCA N.V.;

− 2016 - 2020, Chief Operating Officer Systems and Castings;

− 2011 - 2020, CFO and member of the GEC of FCA N.V.

− 2014 - 2023, member of the Board of Directors of FCA US LLC;

− 2009 - 2017, CFO, FCA US;

− 2006, CFO, Fiat Group Automobiles S.p.A.;

− 2005, CFO, Iveco;

− 2003, CFO, Comau;

− 1997, financial manager, General Electric Oil & Gas;

− 1994, internal audit manager, United Technologies Corp;

− 1988, Staff Accountant and manager, Price Waterhouse.

He is currently an independent member of the board of Group 14, an US private

company operating in the battery tecnology sector, and is ad advisor to Stellantis .

He is a Chartered Accountant and member of the ICAEW (UK) and holds a Bachelor of Science in Microbiology from the University of Warwick (UK).

Palmer was a member of the board of LSC Communications Inc. and of the predecessor company RRDonnelley Inc. from 2013-2019.

PRYSMIAN S.P.A. - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2025

He has been a member of the Company's Board of Directors since 18 April 2024, when he was elected from the slate presented by the Board of Directors. That slate achieved the majority of votes at the Shareholders' Meeting. He has been a member and the Chairman of the Remunerations and Nominations Committee since April 2024.

The Board of Directors has verified that Mr. Palmer meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Corporate Governance Code's art. 2, recommendation 7, and is qualified to serve as an independent director of the Company.

Susannah Stewart

Independent Non-Executive Director.

She was born in Hollywood, CA (USA) on 5 December 1968.

She holds a Bachelor of Science degree in International Business with a Master's degree in Industrial Psychology, and professional certifications as a Logistics & Packaging Design Engineer, and as a Certified Advanced Sustainability & ESG Professional.

She is an expert in the areas of international strategy, sustainability, innovation and risk.

She has worked in a variety of industries, including real estate, energy, manufacturing, luxury yachting, fashion, food, aerospace and defense, and advanced technologies. She has extensive international experience and has held executive positions in numerous companies and organizations, most recently COO & Chief Innovation & Sustainability Officer at Planet Smart City group from 2023-2025, Global Leader Sustainability & Energy, Executive Director of the Sustainability Institute, and Accessibility Innovation Task Force Leader at Honeywell International from 2020 to 2023, Restructuring, Turnaround, Innovation and Sustainability Advisor and Interim Executive thru Piece of Mind from 2012, Innovation & Sustainability principal in Tieto Corporation from 2010-2012, CEO (EMEA) and Chief Strategy & Business Development Officer in Aicon Group between 2006 and 2008, Managing Director in World Strategies in 2001-2006 (and 2008-2010), Vice President Strategy and Development in Benetton Group between 2000 and 2001, Global Strategic Accounts Director in Ingram Micro between 1998 and 2000, Innovation Manager and various engineering and business management positions at General Motors Delco Defense Division between 1991 and 1997.

She is active in the nonprofit and social sector having served as a mentor, board

member, and founder of several organizations including The Honor Foundation, FAIR Fund, The Going Blue Foundation, The Chairmen's Roundtable, and San Diego Sports Innovators.

She has been a member of the Board of Directors since 18 April 2024. She was elected to her current position by the Shareholders' Meeting from a slate presented jointly by a group of shareholders affiliated with asset management companies and institutional investors. This slate achieved the second highest number of votes at the Shareholders' Meeting.

She is a member of the Sustainability Committee since April 2024.

The Board of Directors has verified that Ms. Stewart meets both the eligibility