PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 16 APRIL 2026
REPORT OF THE BOARD OF DIRECTORS OF PRYSMIAN S.P.A. ("PRYSMIAN" OR THE "COMPANY") ON ITEM NUMBER TWO OF THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING SCHEDULED ON 16 APRIL 2026 (THE "SHAREHOLDERS' MEETING"), CALLED TO RESOLVE ON THE PROPOSAL TO ALLOCATE THE RESULT OF THE YEAR, PURSUANT TO ARTICLE 125-TER OF THE ITALIAN LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS AMENDED AND UPDATED.
2. Allocation of net profit for the year and distribution of dividend.
The Board of Directors proposes to resolve, from the profit for the 2025 financial year, the distribution of a gross dividend of Euro 0.90 to each voting ordinary share. Considering the issued ordinary shares, equal to no. 296,403,802, included the no. 9.581.484 treasury shares directly owned as of today which have no right to profits, the total amount to be distributed would be equal to Euro 258,140,086.
The number of shares with right to dividends will be calculated with reference to the evidence of the accounts in relation to the end of the accounting day under art. 83-terdecies of Legislative Decree no. 58/1998 (so called "Record Date").
PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 16 APRIL 2026Considering the 2026 calendar year approved by Borsa Italiana S.p.A., it is proposed that the dividend will be payable from 22 April 2026, with Record Date on 21 April 2026 and shares going ex-div on 20 April 2026.
Subject to the approval of the renewal of the long term incentive share-based plan for Prysmian Group's employees and executive directors of Prysmian S.p.A. referred to in point 4 of the ordinary session of the Shareholders' Meeting and the related share capital increase free of charge under art. 2349 of the Italian Civil Code, it is proposed to allocate a portion of the net profit for the financial year equal to Euro 400,000 to the "Reserve for share issuance pursuant to article 2349 of the Italian Civil Code", which currently amounts to Euro 1,327,320, being this amount allocated to the issue of shares to service other plans already in place.
The Board of Directors proposes to allocate a portion of the net profit for the year, equal to euro 12,366, to the Legal Reserve, thereby reaching one-fifth of the share capital as of 31 December 2025, pursuant article 2430 of the Italian Civil Code.
Considering the above, the Board of Directors proposes the following resolution:
"The Shareholders' Meeting,
examined the financial statements as of 31 December 2025, which close with a net profit of Euro 346,503,954,
RESOLVES
to allocate the net profit for the year as follows:
Euro 12,366 to the "Legal Reserve", thereby reaching one-fifth of share capital as of 31 December 2025, as required by art. 2430 of the Italian Civil Code;
Euro 400,000 to the "Reserve for share issuance pursuant to article 2349 of the Italian Civil Code", subject to the approval by the Shareholders' Meeting of today of the longterm incentive share-based plan to be executed with the granting of new shares, and the relevant share capital increase serving said plan;
to each voting ordinary share (considering the treasury shares directly owned) a gross dividend of Euro 0.90, equal to Euro 258,140,086;
to the "Retained earnings" reserve, the residual amount equal to Euro 87,951,502.
Any change in the number of treasury shares in the Company's portfolio at the time of distribution will not affect the amount of the dividend per unit, as established above, but will increase or decrease the amount allocated to the "Retained earnings" reserve.
The dividend will be payable from 22 April 2026, with Record Date on 21 April 2026 and shares going ex-div on 20 April 2026".
Milan, 6 March 2026
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