PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 16 APRIL 2026
Report by the Board of Directors of Prysmian S.p.A. ("Prysmian" or the "Company") on items number seven and eight of the agenda of the Ordinary session of the Shareholders' Meeting scheduled on 16 April 2026 (the "Shareholders' Meeting"), called to resolve upon the Report on remuneration policy and compensation paid of Prysmian Group, pursuant to article 125-ter of the Italian Legislative Decree no. 58 of 24 February 1998, as amended and updated.
Preamble
Shareholders,
With reference to items number seven and eight of the agenda, you are invited to resolve upon the "Report on remuneration policy and compensation paid" of Prysmian Group, as approved by the Board of Directors and here attached (the "Report").
It is reminded that the relevant legislation about the transparency of the compensation of Board of Directors' Members, of General Managers, of Managers with Strategic Responsibilities and of the Board of Statutory Auditors' Members of listed companies, is currently regulated by UE Shareholders Right Directive II and its implementation in Italy with the amendments to art. 123-ter of Italian Legislative Decree no. 58/1998 ("T.U.F.").
PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 16 APRIL 2026
In particular, art. 123-ter of T.U.F. requires listed companies to make the Report publicly available at least 21 days before the Shareholders' Meeting and that it should consist of two sections: (i) a remuneration report, to be submitted to Shareholders' binding vote in any case at least every three years or before in case of amendments, and (ii) a report on the remuneration paid, to be submitted each year to Shareholders' non-binding vote.
***
1
Approval of the remuneration policy of Prysmian Group.
Pursuant to art. 123-ter, paragraphs 3-bis e 3-ter, of T.U.F., the Shareholders' Meeting is required to adopt a binding vote on the first section of the Report that describes the remuneration policy for the Board of Directors' Members, the General Manager, the Managers with Strategic Responsibilities and the Board of Statutory Auditors' Members, together with the procedures used for the adoption and implementation of said policy.
The Board of Directors of the Company submits a new first section of the "Report on remuneration policy and compensation paid", which the Shareholders' Meeting is required to resolve upon with binding vote.
Considering the above, we propose that you adopt the following resolution:
"The Shareholders' Meeting,
examined the Report on remuneration policy and compensation paid as approved by the Board of Directors,
considering that art. 123-ter, paragraphs 3-bis e 3-ter, of the Italian Legislative Decree no. 58/1998 requests that the first section of the aforementioned report has to be submitted to the binding vote of the shareholders,
RESOLVES
To approve the first section of the Report on remuneration policy and compensation paid."
PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 16 APRIL 2026
***
2
Advisory vote on the compensation paid in 2024.
Pursuant to art. 123-ter, par. 6, of T.U.F., the Shareholders' Meeting is required to adopt a non-binding resolution for or against the second section of the "Report on remuneration policy and compensation paid", which describes in detail:
each of the items comprising compensation of the members of the Board of Directors, the General Managers, the Managers with Strategic Responsibilities and the Board of Statutory Auditors' Members, highlighting the coherence with the remuneration policy relating to the 2025 financial year;
the compensation paid during the 2025 financial year and the compensation, to be paid during one or more following financial years, for the activity carried out in the reference financial year.
PRYSMIAN S.P.A. - ORDINARY SHAREHOLDERS' MEETING - 16 APRIL 2026
Therefore, we invite you to express your opinion as follows:
"The Shareholders' Meeting, considering the "Report on remuneration policy and compensation paid", expresses a favourable opinion on the second section of said report, containing the description of the compensation paid to the members of the Board of Directors, the General Manager, the Managers with Strategic Responsibilities and the Board of Statutory Auditors' Members of Prysmian S.p.A."
Milan, 13 March 2026
* * *
3
REPORT ON REMUNERATION POLICY AND COMPENSATION PAID 2026
Remuneration Report 2026
This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.
Approved by Board of Directors on 25 February 2026 This document on the transparency of directors' remuneration in listed companies is drawn up pursuant to art. 123-ter of the Consolidated Law on Finance, in compliance with art. 84quater of the Issuers' Regulation and the Corporate Governance Code of Borsa Italiana SpA. Prysmian S.p.A. - Via Chiese 6, 20126 Milano - C.F. 04866320965Remuneration Report 2026
Letter from the Chairman
Dear Shareholders,
2025 was another year of growth and excellent financial results for Prysmian. Among our highlights, I would like to underline that Prysmian registered a 24% increase in Adjusted EBITDA, outstanding cash generation of almost C1.2 billion, a reduction of Scope 1 and 2 emissions of around 40%, and a 60% reduction in Scope 3 emissions compared to the 2019 baseline. The company proposes to distribute dividends to shareholders of C285 million, up 13% and the stock price appreciated by 40.1% during the year to C86.38 at year-end.
In June we completed the acquisition of Channell in North America. Channell further extends our North American business by boosting our position in Digital Solutions and helping us further evolve as a solutions provider.
To make sure our employee incentive plans remained effective, at the end of July the Board approved a revision of the financial targets included in the 2025 Annual Incentive Plan (MBO) to integrate the effects of the Channell acquisition. You will find more details within this Report.
Our remuneration policies are an important part of Prysmian's strategy. It is my great pleasure to present the Report on the remuneration policy and compensation paid. This report provides clear and complete information on the application of the 2025 remuneration policy. It also describes the remuneration policy applicable for 2026, which will be submitted for approval by all shareholders at the Annual General Meeting. The 2026 policy is substantially in line with the previous year's policy, and the Report is defined by the same principles of transparency and accountability. As always, our goal is continuous improvement, and we have reviewed and updated our policies to reflect the Group's evolving business priorities and the insights that emerge from our ongoing dialogue with our shareholders and with proxy advisors.
During 2025 the Committee focused on defining a new Long Term Incentive plan (LTI) for the 2026-28 period, relying on extensive third-party analyses and benchmarks to support its decision. Prysmian's LTI plans have traditionally been characterized by "closed" grants, with a three-year renewal frequency. However, the Board concluded that for the next plan a rolling plan with annual grants would be more aligned with prevailing market practice. It would also improve the remuneration policy, providing greater flexibility and adaptability, particularly in target-setting and participant eligibility.
However, transitioning from a closed plan to a rolling plan is a complex exercise. In fact, if we had decided to launch a rolling plan already in 2026-together with a corresponding reduction of the annual award opportunity-the transition would have resulted in a lower medium term payout, at least until all three cycles of the rolling plan were up and running. Therefore, to be fair to all participants, the Board decided that the transition should not create any variation-either positive or negative-in terms of medium term payout opportunities to participants. We therefore decided to launch a closed Plan for 2026, aligned with the previous plan, and to start to transition to rolling plans starting in 2027. We will work on defining the new rolling Plan during 2026, and submit it for Shareholders' approval at
Remuneration Report 2026
the 2027 Shareholders' meeting.
The Shareholder's meeting of 16 April 2026 will be called upon to consider for approval the renewal of the GROW Plan for the 2026-28 period. The main changes to the Plan are proposed to reflect the evolution of the Company's operations and to address comments raised by shareholders and proxy advisors regarding the relative Total Shareholder Return target setting. We have updated the TSR reference panel and revised the performance payout scheme to ensure that payout will be zero if the Company performance falls below the median of the panel. We have also introduced a new ESG target, Sustainability linked Revenue, to ensure stronger focus on a business objective that holistically reflects Prysmian's positive impact on the environment.
Both the YES plan and the BE IN plan were renewed over the course of 2025. YES allows employees to purchase Prysmian shares at favorable conditions; BE IN allocates a proportion of local production bonuses in shares. The Committee monitored the plans' implementation following approval by the Shareholders' Meeting. YES and BE IN are a distinctive element for Prysmian, fostering employee inclusion and participation in the value they create.
Thanks to these plans, today Prysmian can count on roughly 14,000 employee shareholders, representing about 50% of the Group's eligible workforce. This is special and something that should not be taken for granted. It reflects the enormous confidence and engagement that our people have in Prysmian's growth story.
On that note, I would like to close with a comment regarding engagement and dialogue. We are fortunate at Prysmian: our shareholders are engaged, and the loyalty and passion they express for the work this company is doing has helped create an enviable atmosphere of cooperation.
No-one on the Committee takes that participation for granted. It inspires us to work consistently to set the very highest standards, even as we safeguard the priorities of a broad range of stakeholders. Thank you for the trust you have put in our work.
I would also like to thank the members of the Remunerations and Nominations Committee, for their focus, spirit of cooperation and passion for protecting the long-term sustainability of Prysmian's success story. Most importantly, I would like to convey the Committee's thanks to all employees for their contributions. You are essential to Prysmian's continued success.
Richard Palmer
Chairman of the Remunerations and Nominations Committee
Remuneration Report 2026
REPORT ON REMUNERATION POLICY AND COMPENSATION PAID 2026
Introduction 02
-
Key Aspects 03
Value4All 04
The creation of sustainable value 06
Equal Pay 08
Pay for Performance 09
CEO Pay Ratio 15
Remuneration Policy 2026 - Executive Summary 16
-
Section I 29
Governance 30
Remunerations and Nominations Committee 30
Relationship with shareholders 32
Approval of the Remuneration Policy and main changes 32
Purposes, principles and recipients of the Remuneration 35
Policy
Recipients 35
Index
Link with the strategy 36
Independent experts and market benchmarks 38
Remuneration of the Chairperson and Non-Executive 40
Directors
Remuneration of Statutory Auditors 41
Remuneration of the Chief Executive Officer, Executive 42
Directors, and other Managers with Strategic Responsibilities - pay components
Fixed remuneration 42
Variable remuneration 42
Short-term incentive system (MBO Plan) 42
Long-term incentive system (LTI Plan) 44
Renewable Stability Program for the Core Transmission 49
Execution Team (RES Plan)
Benefit 51
Other Elements 52
Retention/discretionary bonus 52
Share Ownership Guideline 52
End of service or termination indemnity and 52
Non-Competition agreements
Remuneration of the Chief Internal Audit Officer 54
Derogations 55
-
Section II 56
Activities of the Remunerations and Nominations Committee 58
Derogations to the Remuneration Policy 60
Performance 2025 and Annual Incentive Plan - 2025 MBO 61
closing
Performance 2023-25 and long-term incentive plan GROW 63
2023-2025 closing
Chairperson of the Board of Directors 65
Vice-Chairperson of the Board of Directors 65
Chief Executive Officer 66
Executive Director 66
Non-Executive Directors 67
Statutory Auditors 68
Managers with Strategic Responsibilities (MSRs) 68
Index
Potential application of ex-post correction mechanisms on 69
variable remuneration (malus and clawback).
Comparison data 69
Vote expressed by the Shareholders' Meeting on the second 71
section of the report on the remuneration policy and compensation paid for the previous year
- Remuneration Tables 72
IPNRTERMOEDSUSCATION
This Report on Remuneration Policy and Compensation Paid, approved by the Board of Directors on the proposal of the Remunerations and Nominations Committee on 25 February 2026 (the "Report"), drawn up pursuant to art. 123-ter of Legislative Decree 58/1998 "Consolidated Law on Finance" or "T.U.F.') and subsequent amendments, in compliance with article 84-quater of the Consob's Regulation n.11971/1999 (so-called Issuer's Regulation) and with the Corporate Governance Code of Borsa Italiana SpA, illustrates:
in SECTION I, the Policy that will be adopted by Prysmian SpA (hereinafter "Prysmian" or the "Company") for the remuneration of Directors, Statutory Auditors and Managers with strategic responsibilities ("MSR")1, subject to its approval in occasion of the Shareholders' Meeting which will be called to approve the financial statements as at 31 December 2025, for the financial year 2026.The Section I of this Report additionally describes the general aims pursued by the Policy, the bodies involved and the procedures used for its adoption and implementation. The general principles and guidelines defined in the first section of this Report are also relevant for the purpose of
2 determining the remuneration policies of the companies directly and indirectly controlled by Prysmian (hereinafter "Prysmian Group")2.
The Policy described in Section I of the Report has been defined in line with the recommendations on remuneration of the Corporate Governance Code of listed companies3;
in SECTION II, the outcomes of the implementation of the 2025 Policy and compensation paid during the financial year to the Directors, Statutory Auditors, the Chief Executive Officer and other Managers with strategic responsibilities of Prysmian Group, in compliance with the Policy approved by the Shareholders' Meeting and the derogation applied to revise the targets of the annual incentive plan (MBO) 2025 following the acquisition of Channell Commercial Corporations ("Channell").The two sections of the Report are introduced by an introduction which summarizes the main information of Prysmian's Remuneration Policy and its implementation ("Key Aspects") to provide the market and investors with an immediate overview of the key elements of the 2026 Policy and of the results of the implementation of the 2025 policy.
Lastly, the Report illustrates the shareholdings held by the Directors, Statutory Auditors, Chief Executive Officer and other Managers with strategic responsibilities4.
PRYSMIAN - REMUNERATION REPORT 2026
The text of this Report is made available to the public, within the deadlines established for the Sharehol-ders' Meeting convened to approve the financial statements for the 2025 financial year and called to express its opinion, with a binding resolution, on the first section of this Report, as well as, with a non-binding resolution, on the second section, according to the provisions of current legislation. The information documents relating to the existing compensation plans based on financial instruments can be found in the Governance - Remuneration - Incentive Plans section of the Company's website.
The definition of "Executives with strategic responsibilities" pursuant to Art. 65, paragraph 1-quater, of the Issuers' Regulations applies to those individuals who have the power and responsibility, directly and indirectly, for the planning, management and control of Prysmian. Prysmian's Executives with strategic responsibilities are all Executive Directors, the heads of the four Segments who report directly to the Chief Executive Officer and the CEOs of the main regions. For further information on Prysmian's organizational structure, please refer to the Company's website (https://www.prysmian.com).
The definition of the remuneration policies of the subsidiaries takes place in compliance with the principle of managerial autonomy, in particular for listed and/or regulated companies, as well as in line with the provisions set forth by local regulations.
For further information on Prysmian's terms of compliance with the Corporate Governance Code, please refer to the Corporate Governance Report published on the Company's website.
See Art. 84-quater, fourth paragraph, of the Consob Issuer's Regulation.
KEY ASPECTS
Remuneration Report 2026 3
VALUE4ALL
The Value4All, program, launched in 2023 to enhance the generation and distribution of value not only to the market and shareholders but also to Prysmian Group employees, is a set of 3 remuneration and incentive plans based on Prysmian shares. It was created with the aim of promoting share ownership of Prysmian people through the grant or purchase on favourable terms of the Company's shares. By the end of 2025, the percentage of eligible employees who are also shareholders in the Company has reached 50%.
This program is open to all levels of the organization and particular attention is paid to the workers ("non-desk workers"), who represent the solid foundation on which Prysmian's success is based.
Value4All promotes the following objectives:
to strengthen the engagement
4 and sense of belonging
to Prysmian
to identify and share
the common goal of creating sustainable long-term value
to align the interests
of people at all levels of the organization with those of shareholders
to ensure the long-term sustainability of performance by aligning the short- and long-term interests of management, the entire workforce, and shareholders
The Value4All program includes the following three plans:
"BE IN Plan"profit-sharing plan for Prysmian Group employees. Approved in 2022 and implemented in 2023, the plan involves employees who are not recipients of individual incentive plans, such as MBO, Sales MBO, GROW. In particular, it focuses on the blue-collar population offering a compensation component which can foster engagement.
PRYSMIAN - REMUNERATION REPORT 2026
The Plan for the 2025-2027 period was approved by the Shareholders' Meeting held on 16 April 2025. The BE IN plan provides for the award of shares as part of the production bonus. This bonus is determined locally through collective bargaining, involving countries, companies or even specific plants. Upon award, the shares are immediately available to participants. In addition, participants who voluntarily choose to hold the shares for a period of 12 months after the initial award are granted an additional number of shares equal to 50% of those initially awarded.
As of today, more than 18,000 people have enrolled in the BE IN plan, distributed across over 100
offices and plants located in 32 countries.
"YES Plan - Your Employee Shares"a share purchase plan aimed at Prysmian Group employees (employee share purchase plan), offering the opportunity to purchase shares on a voluntary basis at favourable conditions. This plan, launched 13 years ago, represents a key element of Prysmian's strategy for engaging its people.
The Plan for the 2025-2027 period was approved by the Shareholders' Meeting held on 16 April 2025. The YES plan provides for the purchase of shares with a 36-month vesting restriction (retention period) from the date of purchase with a discount to the market price (of 1% for Top Managers, 15% for executives and 25% for the rest of the Group's workforce), in addition to the free award of a certain number of entry bonus shares offered at the time of the enrollment and fidelity shares for those who also participated in the previous year.
In 2025, more than 5,300 employees across 34 countries participated to the Plan.
"GROW Plan"long-term incentive plan (LTI) dedicated to Prysmian Group's management and people with high performance and/or potential selected based on their role and impact on Group results. The purpose of the plan is to align the interests of management with those of shareholders, promoting the creation of long-term sustainable value.
The GROW plan envisages the grant of Performance Shares in relation to the degree of achievement of the three-year performance conditions, of Deferred Shares as a deferred component of the annual incentive plan (MBO), and of proportional Matching Shares to the extent of 0.5 units for each Deferred Share.
The Plan for the period 2023-2025 was approved by the Shareholders' Meeting in 2023: the three-year performance period has now concluded and in 2026 the Shares will vest according to the level of achievement of the performance targets. The Plan for the 2026-2028 period will be submitted for approval by the 16 April 2026 Shareholders' Meeting.
The 2026-28 GROW plan is targeted at approximately 1,250 managers and talents in Prysmian's main business areas who have a significant impact on the achievement of the Group's strategies and targets.
For more information please refer to the Informative Documents of the plans.
5
'BE IN on the value creation, say YES to your future, and GROW with Prysmian'
1.
Key Aspects
2.
Section
I
3.
Section
II
4.
Remuneration
Tables
THE CREATION OF SUSTAINABLE VALUE
To set a credible path to sustainability and give substance to the long-term commitments assumed, Prysmian has set clear, measurable short-term goals, with progress monitored annually.
To this end, the Group introduced a three-year impact scorecard (2023-2025, with a 2022 baseline). This includes 12 impact KPIs designed to strengthen measurement, monitoring and disclosure of the results achieved.
Each KPI in the scorecard is associated with the European Sustainability Reporting Standards (ESRS) provided for in the CSRD, and reflects the Group's material topics, which were identified following a double materiality assessment. KPIs are monitored regularly by the Sustainability and Investor Relations teams, and communicated every three months to the Sustainability Committee, ensuring oversight of the progress achieved.
Despite the complexities linked to the expansion of the Group's business and post-acquisition integrations, non-financial indicators have, in certain specific cases, recorded a major improvement, with some exceeding the targets set for 2025.
SDG
Related KPI ESRS topic
Target 2025
S3-Affected Communities
Number of households provided with access to electricity from renewable sources (1)
Number of households provided with fast digital access (2)
Percentage reduction
in Scope 1 and 2 emissions
(market-based) vs 2019
baseline (3)
Percentage reduction in Scope 3 emissions vs 2019 baseline (4)
Sustainability-linked revenues (5)
110 mln
15 mln
38%/
40%
E1-Climate Change
11.5%/
15%
40%
E5-Circular Economy
Share of recycled content in PE jackets and copper (6)
13.4%/
15.7%
S1-Own workforce
Percentage of female desk workers hired (7)
Percentage of women executives (8)
Safety Assessment Plan (9)
S1-Own workforce
Leadership Impact Index (10)
46%/
48%
20%/
23%
2.75/5
57%/
61%
S1-Own workforce
Percentage of employee shareholders (11)
44%/
45%
G1-Business Conduct
Percentage completion of e-training on topics related to ethics and integrity (12)
90%
PRYSMIAN - REMUNERATION REPORT 2026
6 IMPACT SUSTAINABILITY SCORECARD 2023-2025
Baseline
Result
Result
Result
2022
2023
2024
2025
21 mln
55 mln
78.4 mln
111 mln
3 mln
9 mln
17.1 mln
20.6 mln
24%
33%
37%
40.2%
7.5%
10%
54%
59.7%
30%
37%
43.1%
44.2%
10%
12.8%
16.2%
21.3%
44.9%
46%
47.5%
48.4%
15.7%
18.8%
19.2%
22.6%
3.4
4.01
N/A
55%
57%
N/A
57%
37%
46%
46%
50%
75%
89.3%
90%
90%
From 2026, Prysmian will introduce a new Sustainability & Innovation Scorecard 2026-2028.
This is an impact scorecard covering a three-year period with a baseline of 2025 and targets set for 2028. The new scorecard forms a key part of the Group's sustainability roadmap, and is a strategic tool for translating ESG commitments and innovation priorities into measurable, monitorable goals that can be integrated into decision-making processes.
In devising the new scorecard, Prysmian has chosen to ensure continuity with the previous version. We have kept key indicators and the previously monitored areas of intervention communicated during the Capital Markets Day (March 26, 2025). These KPIs are fully aligned with the three-year strategic plan and coordinated with the financial targets. The scorecard also includes ESG KPIs that will be reflected in remuneration starting in 2026 (the MBO plan and three-year GROW plan), consolidating the link between sustainability, innovation and incentive schemes.
Prysmian remains committed to contributing to a world characterized by equity, inclusion, and innovation, starting with the workplace. This commitment is reflected in specific objectives in the areas of Diversity, Equality, and Inclusion (DE&I), digital inclusion, community empowerment, employee engagement, and upskilling, which are strictly monitored albeit not included in incentive plans. The new Impact Scorecard 2026-2028 includes gender equality goals, such as the percentage of women in executive positions.
IMPACT SUSTAINABILITY & INNOVATION SCORECARD 2026-2028
SDG Related ESRS topic KPI Result 2025 Target 2028
Cumulative number of households
S3-Affected Communities
E1-Climate Change
provided with access to electricity from renewable sources in the 2025-2028 period (1)
Cumulative number of households provided with fast digital access in the 2025-2028 period (2)
Percentage reduction in Scope 1 and 2 emissions (market-based) vs 2019 baseline (3)
Percentage reduction in Scope 3 emissions vs 2019 baseline (4)
28.9 mln 115 mln
3.5 mln 15 mln
40.2% 50%
65%
59.7% 63%/
Avoided emissions in Transmission business during 2025-2028
period (5)
752,321
tCO2e
6,500,000
tCO2e 7
E5-Circular
New Product & Solutions vitality (6) 28.3% 32%
Sustainability-linked revenues (7) 43.7% 55%
21.8%
Economy
Percentage of recycled content in addressable materials (8)
26%/
29%
S1-Own workforce
G1-Business Conduct
Percentage of women executives (9)
Percentage of employee shareholders (10)
Percentage completion of
e-training on topics related to ethics and integrity (11)
22.6% 25%
50% > 50%
90% 95%
1.
Key Aspects
For further details, please refer to the Non-Financial Section of the Integrated Annual Report and the
Sustainability Report available on the Company's website https://www.prysmian.com.
2.
Section
I
3.
Section
II
4.
Remuneration
Tables
EQUAL PAY
In order to foster a work environment that guarantees equal opportunities and inclusion, Prysmian is committed to the elimination of remuneration differences between people holding comparable roles which are not explained by objective elements and not attributable to the correct application of the remuneration policy.
To support the achievement of this objective, a Gender Equal Pay Gap analysis methodology was developed based on the Job Grade and the reference pay markets for each role: at the beginning of 2022, year when it was first introduced, the application of this methodology highlighted the presence of a pay gap, within the Desk Workers population, on average equal to 7% to the disadvantage of women.
In the course of 2024, Prysmian entered into a collaboration with a specialised company and has adopted a platform (Pay Eq by Syndio) aimed at enriching analyses, deeper exploration of the reasons behind the observed differences, and easier monitoring of the gender pay gap.
In 2025, the adjusted gender pay gap of the Desk Workers stood at an overall average value of 2.9%.
8
PRYSMIAN - REMUNERATION REPORT 2026
GENDER EQUAL PAY - ANNUAL CYCLE
Detection of the pay gap through methodology based on Job Grade and Country/Location
Annual pay review cycle
Finetuning of the analysis to isolate objective elements explaining the pay gap (e.g., performance, seniority in the role)
Possible definition and allocation of a budget dedicated to the progressive mitigation
of the residual
pay gap
Management involvement and commitment to identify priorities for intervention
PAY FOR PERFORMANCE
Prysmian key results2025 was a positive year for Prysmian, with growth in particular in Transmission and Digital Solutions and the achievement of all targets communicated to the market5:
Adjusted EBITDAC 2,398mln
+24%
compared to 2024
Cash Generationexceeding expectations with Free Cash Flow at C 1,700mln
Excellent Performance ESGwith a emissions reduction
Scope 1 and 2 - 40.2% Scope 3 - 60%compared to the 2019 baseline
Share Performance Total Shareholder Returnpari a 42.7%
Looking at the results for the three-year period 2023-25, Prysmian's performance shows steady improvement in terms of key indicators, consistently meeting or exceeding the targets communicated to the market.
FREE CASH FLOW 2023-2025 FREE CASH FLOW 2023-2025
1,628
CM
1,927
CM
2,398
CM
2023
2024
2025
724
CM
1,011
CM
1,171
CM
2023
2024
2025
Consistent improvement over time
9
SHARE PRICE 2023-2025
Total Shareholder Return: 168.1%
2023
2024
2025
180%
100%
0%
Prysmian SXNP FTSEMIB
1.
Key Aspects
2.
Section
I
3.
Section
II
Please refer to 30 October 2025 Press Release, https://www.prysmian.com/en/media/press-releases/q3-9m25-integrated-results.
4.
Remuneration
Tables
2025 MBO Plan2025 was marked, among other things, by the acquisition of Channell Commercial Corporation announced to the market on 25 March 20256 and completed on 20 June 20257.
Channell is a leading U.S.-based manufacturer of thermoplastic enclosures and fiber management solutions. Channell, which reported $320 million of net sales8 in 2024, complements Prysmian's current Digital Solutions business thanks to Channell's vertical integration, US manufacturing and commercial footprint, and diverse product portfolio of vaults, fiber optics, thermoplastic enclosures and metal enclosures. Channell's broad customer base includes leading operators across the Telecommunications, Broadband, Utility and Power sectors.
The acquisition represented an opportunity of growth for Prysmian within North America and the Digital Solution segment. As of 1 June 2025, Channell has been fully consolidated into Prysmian's finan-cial results. As communicated to the market on 31 July 20259, Prysmian's guidance for 2025 was revised, taking into account the contribution from Channell.
In consideration of the materiality of the acquisition and the significant impact on the 2025 Group key indicators, on 31 July 2025, Prysmian's Board of Directors, based on the proposal of the Remunerations and Nominations Committee and with the favourable opinion of the Control and Risk Committee, resolved to modify the financial objectives of the 2025 MBO Plan where they were directly and measu-rably impacted by the acquisition. The modification applies to CEO, CFO, Managers with Strategic Responsibilities and Top Management and was aimed at maintaining the effectiveness of the 2025
10 MBO Plan.
The approach adopted for the revision of the targets was inspired by fairness and balance and was aimed at ensuring a similar level of challenge to that represented by the previously defined targets. The decision to revise the targets was also made in consideration of the past practices observed in similar cases for acquisitions with material impact occurring during the year and in line with the similar decision taken in 2024 following the acquisition of Encore Wire. In addition, the updated targets were formulated consistent with the updated 2025 outlook communicated to the market on 31 July 2025.
In particular, in revising the targets, the original values were considered and subsequently adjusted to incorporate the effects deriving from the acquisition of Channell for the June-December 2025 period, based on the pre-acquisition business case.
The details of the changes made are reported below in the CEO's scorecard.
The modification of the targets qualifies as a derogation to the Policy approved by the Shareholders' Meeting on 16 April 2025. For further details, please refer to the specific paragraph in Section II.
As per the design of the program and consistent with prior years, 50% of the amount accrued under the 2025 MBO Plan to the CEO and other MSRs will be deferred at the end of the vesting period related to the 2023-2025 LTI Plan and disbursed in the form of Company shares during 2026 . Details are provided in Section II.
PRYSMIAN - REMUNERATION REPORT 2026
Please refer to 25 March 2025 Press Release, https://www.prysmian.com/en/media/press-releases/prysmian-to-enhance-its-digital-solutions-business-with-the-acquisition-of-channell.
Please refer to 10 June 2025 Press Release, https://www.prysmian.com/en/media/press-releases/prysmian-closes-the-acquisition-of-channell.
According to Channell's USGAAP financial statements prior to the acquisition.
https://www.prysmian.com/en/media/press-releases/prysmian-continues-margin-expansion-and-upgrades-fy25-guidance.
The Chief Executive Officer's objectives are represented in the scheme below (MBO 2025 scorecard), which shows:
The expected performance levels (target, maximum) indicated in the Remuneration Policy approved by the Shareholders' Meeting on 16 April 2025;
The expected performance levels (target, maximum) revised and approved by the Board of Directors on 30 July 2025 to take into account the significant impacts following the acquisition and integration of Channell, applicable to the CEO, Managers with Strategic Responsibilities and Top Management. The changes affected the Group's Adjusted EBITDA, Net Financial Position and ROCE financial targets;
The overall performance achieved corresponds to a score of 136.8 points, (target 100 points).ACCESS CONDITION
Performance level, Remuneration Policy 2025
Performance level, following the target revision - July 2025
Result
Group Adjusted EBITDA €M
Minimum
2,100
2,160
2,403
Target
2,300
2,370
ON
2025 MBO SCORECARD
Weight %
Performance level, Remuneration Policy 2025
Performance level, following the target revision
- July 2025
Target
Max
Min
Target
Max
Min
Target
Max
Adjusted Group EBITDA €M
Group Net Financial Position €M
Group ROCE
Grupp ESG
20% 30%
--
20
30
20
30
points points
--
points points
30
30
Result
Points
35%
52.5%
2,100
2,300
2,400
2,160
2,370
2,480
2,403
40.3
25%
37.5%
--
3,857
3,692
--
3,738
3,568
3,548
37.5
20%
30%
--
17%
18.1%
--
16.5%
17.5%
17.4%
29
11
Totale
100%
150%
-- 100
points
150
points
-- 100
points
150
points
-- 136.8
points
1.
Key Aspects
Wiľh regard ľo ľhe revision of ľhe ROCE ľargeľ, iľ should be noľed ľhaľ ľhe inclusion of Channell has a diluľive impacľ on ROCE compared wiľh ľhe original pre-acquisiľion levels. This is due ľo ľhe signi-ficanľ amounľs addgd ľo Ngľ Invgsľgd Capiľal rglaľing ľo goodwill and ľhg purchasg pricg alloca-ľion of Channell. Therefore, ľhe ROCE values revised following ľhe acquisiľion are lower ľhan ľhe original ongs, whilg rg½gcľing a similar lgvgl or pgrrormancg.
2.
Section
I
3.
Section
II
4.
Remuneration
Tables
With reference to the Adjusted Ebitda, the actual value considers the effects (negative on the overall result for CXX million) deriving from the disposal of YOFC10 in the year.
With reference to the pro forma financial results referring to Prysmian legacy perimeter, i.e., without considering the effects of the Channell acquisition, the performance of the three indicators is as follows:
The Group Adjusted Ebitda is 2,315CM
The Group Net Financial Debt is 3,422CM The ROCE is 17.7%The performance level achieved in relation to the new post-acquisition perimeter is slightly above the pro forma performance referred to the legacy Prysmian perimeter.
ESG GOAL (Result achieved at Group level)The results achieved with reference to the ESG objective are reported below. The 2025 results confirm Prysmian's commitment to pursuing medium- and long-term environmental and social objectives. In consideration of the achieved performance, the overall score on the ESG scorecard is at maximum, corresponding to 30 points.
12
2025 MBO ESG RESULT AT GROUP LEVEL
ESG KPIs
Weight %
Target
Max
Result
Points
Safety - Severity Rate
33%
57
53
48.31
50
% women hired - Desk Workers
33%
46
48
48.37
50
% of recycled content (PE Jackets & Copper)
33%
14.5
15.7
21.3
50
PRYSMIAN - REMUNERATION REPORT 2026
During the year, Prysmian completed the divestment of its participation in YOFC (Yangtze Optical Fibre and Cable Joint Stock Limited Company).
Long-term incentive plan GROW 2023-2025Our long-term incentive plan 2023-2025 GROW was launched in 2023 following the Annual General Meeting of Shareholders on 19 April 2023. The Plan provides for a multi-year grant frequency, and no plan has been approved for 2024 or 2025. The launch of a new long-term incentive plan is expected in 2026, subject to the approval of the Shareholders' meeting on 16 April 2026.
The following table shows the results achieved in relation to the 2023-2025 Plan's performance conditions.
The expected performance levels indicated with reference to the three economic-financial indicators (Group Adjusted EBITDA, Free Cash Flow, ROCE) and two of the indicators included in the ESG scorecard (% of Recycled Copper and PE Jacketing Material, and % of female executives) were amended and approved by the Board of Directors on 26 February 2025 to take into account the significant impacts resulting from the acquisition and integration of Encore Wire, as described in the 2025 Report.
The overall performance achieved corresponds to a score of 132.84 points, above the target (100 points).
PERFORMANCE CONDITION
Performance level
Min
Target
Max
Weight
%
Result
Points
20%
4,770
4,940
5,800
5,850
30
20%
1,590
1,710
2,170
2,807
30
20%
14.4%
15.3%
17.9%
19.2%
30
Adjusted Group EBITDA €M
Group Cumulated Free Cash Flow €M
Group ROCE (%)
Relative Total Shareholder Return
20%
8°
position
4° 1°
position position
2°
position
26.6
16.24
points
Scorecard ESG
20%
10
points
20
points
30
points
24.36
points
Total
100%
--
--
--
--
13
132.84
points
The final assessment of the economic-financial and ESG objectives for this program does not consider the impact of the most recent acquisition of Channell, considering the timing of the transaction (June 2025) and its limited overall impact on the three-year vesting period of the plan.
ESG SCORECARD
The results achieved with reference to the ESG scorecard are presented below. Considering the performance achieved, the overall ESG score is close to the maximum, amounting to 24.36 points.
In application of the 'Safety Underpin' clause, following the fatal accident that occurred in Paron in 2024, the ESG component relating to the year 2024 is set to zero; consequently, the score considered for the determination of the final payout amount is reduced from 24.36 to 16.24.
1.
Key Aspects
2.
Section
I
3.
Section
II
4.
Remuneration
Tables
% of recycled content (PE Jackets & Copper)
% reduction in GHG emissions
% female executives
% Leadership Impact Index
Performance level
Threshold
Target
Maximum
Performance Points
Performance Points
Performance Points
Goals
Total
Result
Points
Long-Term Incentive Plan RES 2023-202613.4%
2.5
14.5%
5
15.7%
7.5
21.3%
7.5
-36%
2.5
-38%
5
-40%
7.5
-40.2%
7.5
20%
2.5
21.5%
5
23%
7.5
22.62%
6.86
57%
2.5
59%
5
61%
7.5
57%
2.5
--
10
--
20
--
30
--
24.36
14
PRYSMIAN - REMUNERATION REPORT 2026
The RES Long-Term Incentive Plan was launched in 2023 following the Shareholders' Meeting of 19 April 2023. The vesting period will end in 2026. For a detailed description of the Plan, please refer to the relevant paragraph in Section I.
CEO PAY RATIO
The 2025 ratio of the Total Cash (fixed and actual short-term variable remuneration) of the CEO compared to the median remuneration of our employees worldwide is 55:1. Considering the average, the ratio is 49:1.
Including the short and long-term
Total
Total Cash Remuneration
Fixed (fixed + (fixed +
remuneration annual variable annual variable +
remuneration) long-term variable
remuneration)
CEO
C 1,246,154
C 1,957,254
C 4,015,267
Median employees
C 33,907
C 35,831
C 35,847
variable remuneration (total
remuneration), the ratio is 112:1 (median) and 96:1 (average).
2025 Ratio (median)
37:1
55:1
112:1
Average employees
C 37,041
C 39,915
C 41,796
2025 Ratio (average)
34:1
49:1
96:1
2024 Ratio (median)
32:1
45:1
77:1
2024 Ratio (average)
28:1
39:1
63:1
2023 Ratio (average)
33:1
54:1
60:1
The 2025 values differ significantly from the 2024 values. This is mainly due to the fact that, in line with 15
the characteristics of its long-term incentive plan, the IFRS2 values included in Total compensation for
2025 - the last year of the vesting period, are significantly higher than the values reported in the first and second years of the vesting period (2023 and 2024).
The calculaľion of ľhe full-ľime equivalenľ remuneraľion includes employees of Prysmian S.p.A. and iľs direcľ or indirecľ subsidiaries wiľh employmenľ conľracľs.
To deľermine ľhe average/median remuneraľion, ľhe following pay componenľs were included: gross annual rgmungraľion aľ 31 Dgcgmbgr 2O25 and variablg compongnľs (producľion bonusgs, MÐO and LTI plans) ror ľhg accrual Dgar according ľo bgsľ gsľimaľgs whgrg figurgs wgrg noľ availablg, gxcluding non-rgcurring iľgms and social sgcuriľD charggs. Toľal rgmungraľion includgs ľhg IF½S2 valug or gquiľD plans.
Daľa, in «uros, rg½gcľ a widg variaľion or rgmungraľion rglaľgd ľo ľhg dirrgrgnľ ggographigs and gconomigs in which ľhg companD opgraľgs and also ľhg volaľiliľD or gxchangg raľgs.
1.
Key Aspects
2.
Section
I
3.
Section
II
4.
Remuneration
Tables
REMUNERATION POLICY 2026 EXECUTIVE SUMMARY
The Remunerations and Nominations Committee is composed of three Directors, all non-executives, the majority of whom are independent pursuant to the Corporate Governance Code and is chaired by an independent Director. The composition of the Committee has been defined following the appointment of the Board of Directors by the Shareholders' Meeting in 2024.
The Remuneration Policy applies to members of the Board of Directors and Board of Statutory Auditors and to Managers with Strategic Responsibilities (MSR) of Prysmian Group.
As of 1 August 2025, following a reorganisation, the Board has updated the list of MSRs. In addition to the Executive Directors, the MSRs are:
Executive Vice President Transmission
Executive Vice President Power Grid & Electrification Executive Vice President Digital Solutions16
CEO Europe (from 1 January 2025)
CEO Nord America (from 1 January 2025)The main remuneration elements offered to the recipients of the 2024-2025 Remuneration Policy are summarised in the following summary tables.
Role
Annual fees
Chairperson and non-executive directorsChairperson of the Board of Directors
250,000C*
Non-Executive Director
65,000C
Chairperson of Board Committee
40,000C**
Member of Board Committee
35,000C
Chairperson of the Board of Statutory Auditors
75,000C
Statutory Auditor
50,000C
PRYSMIAN - REMUNERATION REPORT 2026
*185,000C as Chairperson of the Board in addition to 65,000C as non-Executive Director.
**include the fees as member of the same Committee.
The above-mentioned remuneration was approved by the Shareholders' Meeting of 18 April 2024.
Role
Annual fees
Statutory auditorsChairperson of the Board of Statutory Auditors
85,000C
Statutory Auditor
65,000C
The above-mentioned remuneration was approved by the Shareholders' Meeting of 16 April 2025.
Chief Executive Officer, Executive Directors and other Managers)
Element
Fixed remuneration
Purpose
It rewards the role held to ensure
an adequate and remuneration
Main characteristics
complexity and responsibilities of the roleIt is set based on internal equity, to guarantee a proper amount with respect to comparable positions and the external market, which is constantly monitored, to support an appropriate level of competitiveness
It takes into account the individual performance
monitored over a long-term period
Values
CEO: 1,300,000C
Executive Director (CFO):
690,000C
MSRs: defined based on
the role
Short-term variable remuneration (MBO Plan)
It rewards the annual performance on the basis of objective and measurable indicators
It is linked to pre-set annual performance objectives 2026 MBO main key performance indicators:
material in production activities, gender diversity
Incentive Cap - envisaged for all participants
CEO:
remuneration (target-maximum)
Executive Directors/ MSRs: 50-75% or 60-90% of
maximum)
Deferral - 50% of the vested amount is deferred and paid as Deferred Shares and Matching Shares as part of the 2026-2028 GROW Plan subject to the approval of the Shareholders' Meeting to be held on 16 April 2026
Long-term variable remuneration (2026-2028
GROW Plan
subject to the approval of the Shareholders' Meeting to be held on
16 April 2026)
It rewards the medium-term performance on the basis of 3-year objectives
It fosters the alignment of interests towards sustainable value creation in the mid to long-term, reinforcing the retention of key personnel
The LTI Plan consists of two components:
Maximum number of shares to be allocated - the maximum number of shares that can be allocated for each participant and to the entire Plan is established
Free shares granted subject to achieving performance conditions
Vesting - 3 years (2026-2028)
Performance conditions
% sustainability-linked revenues (20%)
Lock-up - 2-year period for 100% of the
Performance Shares11
Performance Shares CEO:
100%-160% of
fixed remuneration on
annual basis (target-maximum
Executive Directors/ MSRs:
67-107% of fixed pay on
annual basis (target-maximum)
Deferred Shares
CEO/Executive Directors/ MSRs: 50% of the deferred incentive, paid out in shares
Free and deferred allocation in shares of 50% of the amount accrued under the 2026, 2027 and 2028 MBO Plans
2.2 Matching Shares
Awarding, for each Deferred Share awarded, of an additional 0.5 free share; for CEO and Top Management, the Matching Share component is subject to the fulfilment of the ESG performance
Income - Adjusted EBITDA
Financial - Net Financial Position, Organic Growth
Managerial - Return on Invested Capital (ROCE), Fixed Costs
ESG - Safety in the workplace, use of recycled
Performance Shares
Deferred Shares combined with Matching Shares
Performance Shares
Cumulative Adjusted EBITDA (20%)
Cumulative Free Cash Flow (20%)
Average ROCE (20%)
Prysmian's relative Total Shareholder Return compared to a panel (20%)
ESG, as measured by a specific goal,
Deferred Shares e Matching Shares
Deferred Shares
Elemento
Finalitm
Principali Caratteristiche
Valori
MSRs:
remuneration per year
No Executive Director participates in the Plan
ong-term variable remuneration for the Transmission segment -previously Projects division
(2023-
2026 RES Plan,
Renewable Stability Program for the Core Transmission Execution Team)
Supports the risk management in the execution of of the segment portfolio
by strengthening the retention of
key personnel
The RES Plan is a cash plan intended for a maximum of 20 key personnel within the Transmission segment, formerly Projects division
It is tied to predetermined four-year performance and execution goals. with an ON-OFF threshold of cumulative Segment Adjusted EBITDA
Key performance indicators:
It supports the recruitment and retention of key personnel
termination of employment relationship under
CEO:
remuneration
Executive Directors/MSRs:
if envisaged, max 24 months'
End of service or severance indemnity
remuneration, in compliance with local laws and contracts
Starting from 2024 agreements, the sum of the severance pay indemnity and the Non-Competition
actual short-term variable remuneration in any case,
Non-Competition agreements
They protect the company's interests following the exit of key personnel
duration and extent of the limitation
CEO:
remuneration per year of
duration of the agreement
Executive Directors/MSRs: if envisaged, with variable duration based on the regulatory framework and
with maximum remuneration
remuneration per year of
validity of the agreement
They supplement social security and
in a total reward
perspective
Social security and insurance coverage; company car
Share Ownership Guidelines
They contribute to the alignment of interests between key personnel and shareholders in the long term
Requirement to meet a minimum holding of
CEO:
remuneration
Executive Directors/ MSRs:
Take over by the customer of the projects
Realisation of manufacturing investments,
New product pipeline development
EBITDA % of Sales
L
The short and long-term incentive systems provide for malus and claw back clauses in cases of fraud, wilful misconduct and serious and intentional violations of laws and/or regulations, of the Group's Code of Conduct or other compliance policies, as well as in the event of a restatement of the financial data to an extent that, if known in advance, would have significantly altered the value of the bonuses.
Net of those needed to cover taxes and social contributions.
The CEO's RemunerationThe CEO's remuneration is structured as follows:
Fixed remunerationequal to C1,300,000;
Short-term variable remuneration (upfront cash and deferred equity)consistent with 2025, the target value of short-term variable remuneration is 80% of fixed remuneration, with a maximum of 120%. The payment, in continuity with the Group's practice, is 50% cash, with immediate payment, and for the remaining 50% is deferred in shares according to the GROW 2026-2028 plan, subject to the approval of Shareholders' Meeting to be held on 16 April 2025, which foresees the award of Matching Shares (0.5 Matching Share per each Deferred Share actually awarded) at conclusion of the vesting period subject to the achievement of the ESG performance condition;
Long-term variable remuneration (equity)in continuity with the prior plan, the Remuneration Policy for the CEO envisages that the value of the Performance Shares grant at target, on an annual basis, is equal to 100% of Fixed Remuneration , which corresponds to 300% if we consider the overall grant for the entire three-year vesting period. The new GROW 2026-2028 Plan, subject to the approval of the Shareholders' Meeting to be held on 16 April 2026, foresees that value is equal to 160% in case of maximum performance, corresponding to 480% if we consider the overall grant for the entire three-year vesting period. The 10 point increase in the maximum opportunity, as explained in more detail in the present document, is a consequence of the increased challenge of the payout-performance curve linked to the relative Total Shareholder Return objective. It should be noted that the number of performance shares initially granted will be determined considering the average share price in the three months preceding the Shareholders' Meeting 2026.
The peer group used as a reference for defining Prysmian's remuneration policy was established in 2025 and consists of 15 companies, 12 of which are European (ABB, Assa Abloy, Dassault Aviation, Legrand, Leonardo, Nexans, Osram Licht, Schneider Electric, Siemens Energy, Signify, Thales, Vestas Wind Systems), and 3 US companies (Corning, Eaton, Emerson Electric). In terms of size (revenues, market capitalization, number of employees), Prysmian's ranking in the peer group corresponds to the 42nd percentile. Further details on the criteria and process applied to define the peer group are provided in paragraph 4 of Section I (Independent Experts and Market References).
The positioning of the CEO vs the reference peer group is as follows:
Fixed remunerationsubstantial alignment with the median of the benchmark (+1%) ;
Annual total remuneration at target, which includes the annual and medium-long term incentives at target12: positioning below the median (-30%);
Annual total remuneration at maximum performance, the CEO's positioning is 33% below the panel benchmark median.Current pay-mix envisaged by the Policy remains characterised by a balance of the different components - fixed, annual variable, multi-year variable.
19
1.
Key Aspects
2.
Section
I
3.
Section
II
For the paymix analysis and the market comparison, the value of the Performance Shares and Matching Shares to be granted within the GROW Plan is annualized and correspond to the face value at grant.
4.
Remuneration
Tables
An agreement is in place which provides, in the event of early termination of employment, a severance indemnity equal to two years' fixed remuneration. In addition, a Non-Competition Agreement has been signed with a three-year duration, which provides for a compensation equal to 40% of the fixed remuneration for each year the agreement is in force, which can be paid upon termination. It should be noted that in no case may the total amount of severance and non-competition agreement exceed two years of fixed remuneration and short-term variable pay actually accrued, since a clause was introduced that automatically reduces the amount of severance indemnity if this cap is reached, thus guaranteeing the link with achieved performance.
Further details are provided in the relevant paragraph of Section I.
PRYSMIAN - REMUNERATION REPORT 2026
20
Pay Mix CEO / MSRsThe remuneration package13 of the Executive Directors and other MSRs of the Group is structured as follows:
A significant portion is linked to the achievement of predetermined results (pay for performance); A significant portion of the variable component is deferred over time;
Variable remuneration is largely paid in shares, with a portion of the award subject to lock-up restrictions.33%
CEO Other Executive Directors/MSRS
17%
TARGET
29%
33%
43%
TARGET
39%
20%
14%
15
MAXIMUM
24%
13%
19%
MAXIMUM
35%
11%
33%
Fixed remuneration MBO
Deferred + Matching Performance Share%
22%
Two-third of the CEO's total remuneration at target is variables based on performance
33%
Fixed
and three-quarters at maximum.
67%
Variable
21
More than 50% of the CEO's total
47%
Cash
remuneration is paid in shares in
53%
Shares
the medium to long term (3-5 years), consistent with the economic and financial sustainability of the performance achieved.
1.
Key Aspects
2.
Section
I
For pay-mix analyses, the Performance Share and Deferred/Matching Share components, all of them paid out in shares, are calculated based on the face value at the date of grant of such rights. The pay-mix is calculated on an annualized basis.
Any other forms of remuneration (e.g., benefits, non-competition agreements) described in Section II of this Report are not considered in the pay-mix analysis.
3.
Section
II
4.
Remuneration
Tables

