Prysmian S.p.A.: Shareholders' Meeting call

Informazione

Regolamentata n.

0902-61-2026Data/Ora Inizio Diffusione 28 Agosto 2026 12:28:16Euronext Milan

Societa' :PRYSMIAN

Utenza - referente :PRYSMIANN06 - Bifulco Maria Cristina

Tipologia :3.1

Data/Ora Ricezione :28 Agosto 2026 12:28:16 Data/Ora Inizio Diffusione :28 Agosto 2026 12:28:16 Oggetto :Prysmian S.p.A.: Shareholders' Meeting call Testo del comunicato

Vedi allegato

The planet’s pathways

This notice is available on the company website at www.prysmian.com , with an extract into the newspaper “Milano Finanza ” and in the mechanism for the central storage of regulated information at www.emarketstorage.com . 1

PRYSMIAN S.p.A. – EXTRAORDINARY SHAREHOLDERS ’ MEETING – 29 SEPTEMBER 2026 PRYSMIAN S.p.A.

Notice of Extraordinary Shareholders ’ Meeting

Shareholders are convened for an Extraordinary Shareholders ’ Meeting in Milan, via Chiese n o. 6, on:

Tuesday , 29th September 2026 at 3:30 p.m. CET, in single call,

to discuss and resolve on the following

AGENDA

1. Amendments to Articles 9, 10, 11, 12, 14, 16, 19 and 21 of the Articles of Associa-

tion, primarily aimed at aligning the bylaw provisions with the new regula-

tions governing the slate of candidates submitted by the Board of Directors on the occasion of the renewal of the administrative body, as well as imple-

menting certain provisions introduced by Legislative Decree No. 47 of 27 March 2026, pursuant to the delegation set forth in Article 19 of Law No. 21 of 5 March 2024. Related and consequent resolutions.

Share Capital and Treasury Shares The s ubscribed and paid -up share capital as registered with the competent Companies ’ Register amounts to Euro 30,183,682.20, divided into 301,836,822 ordinary shares without nominal value, each of which carries the right to one vote at Shareholders ’ Meeting. As of today , Prysmian S.p.A. ( the “Company ”) directly and indirectly own s 9,587,54 7 treasury shares for which the right to vote is suspended .

Entitlement to attend and vote at the Shareholders’ Meeting Pursuant to art. 83 -sexies of the Italian Legislative Decree 24 February 1998, n o. 58 (“ TUF”), those who are entitled to attend and vote at the Shareholders’ Meeting , or to be represented according to the law , are those for whom the authorized intermediary pursuant to the applicable regulations has sent to the Com-

pany the notice certifying the ownership of the right at the end of the accounting day of the seventh trading day preceding the date set for the Shareholders ’ Meeting in single call ( 18th September , 2026 – “Record Date”). Those who acquire voting rights only after this date will not be entitled to attend and vote at the Shareholders’ Meeting.

The notice from an authorised intermediary must be received by the Company by the end of the third trading day before the date of the Shareholders’ Meeting, in single call , being 24th September 2026. How-

ever, shareholders are to be considered entitled to attend and vote as aforesaid and in compliance with the terms for granting the proxies to the Designated Representative (see infra) , if said notices are received by the Company beyond the aforementioned deadline but prior to the start of the Shareholders’ Meeting .

Voting by proxy Each shareholder may be represented at the Shareholders' Meeting by giving a written proxy in accord-

ance with current legal provisions, with the right to use the "Ordinary Proxy Form" available on the Com-

pany's website or at the Company's registered office. The proxy may be notified to the Company by send-

ing it by registered letter with proof of delivery to the registered office marked for the attention of "Prysmian S.p.A. – Corporate Affairs Department" or by sending it by email to the email address corporate -

pryspa@pec.prysmian.com.

The proxy may be executed by an electronic document bearing an electronic signature pursuant to art.

20, par. 1-bis, of Italian Legislative Decree 82/05.

For the Shareholders’ Meeting being convened in this notice, the Company has identified Mr. Dario Tre-

visan, or his substitutes in case of impediment, (" Designated Representative ") as the person in charge of being granted a written proxy pursuant to Article 135 -undecies of the T.U.F., at no cost to the delegating party (except for any postage costs), with voting instructions on all or some of the proposals on the agenda.

The proxy to the Designated Representative as per Art. 135 -undecies of the T.U.F. can be granted by sign-

ing the specific "Proxy form for the Designated Representative" - available, together with filling -in and sending instructions, on the Company's website and which, if requested by the entitled person reasona-

bly in advance of the date of the Shareholders' Meeting, may be received by post - together with written voting instructions, which shall be delivered in original, together with a copy of an identity d ocument and, in case of legal person, the documentation proving the corporate powers (copy of Chamber of Commerce certificate or similar), by courier or registered letter with proof of delivery, to:

Mr. Dario Trevisan At Studio Legale Trevisan & Associati Viale Majno no. 45, 20122, Milan – Italy (Ref. “Shareholders’ Meeting Proxy PRYSMIAN 202 6”),

The planet’s pathways

This notice is available on the company website at www.prysmian.com , with an extract into the newspaper “Milano Finanza ” and in the mechanism for the central storage of regulated information at www.emarketstorage.com . 2

PRYSMIAN S.p.A. – EXTRAORDINARY SHAREHOLDERS ’ MEETING – 29 SEPTEMBER 2026

no later than the end of the second trading day preceding the date set for the Shareholders' Meeting , in single call (i.e. by 11:59 p.m. on 25th September 2026).

Without prejudice to the sending of the original proxy, completed with voting instructions, the same may also be notified electronically, by certified email to the certified email address: rappresentante -desig-

nato@pec.it . Sending the proxy, signed with an electronic or digital signature pursuant to current legis-

lation, to the aforementioned certified e -mail address satisfies the requirement of written form.

The proxy and the related voting instructions given to the Designated Representative pursuant to Article 135-undecies of the T.U.F. may be revoked in the same manner and within the same deadline as that provided for the conferral (i.e. by 11:59 p.m. on 25th September 2026).

The proxy to the Designated Representative shall be effective only for proposals in relation to which vot-

ing instructions are given. The shares for which the proxy has been conferred, even partially, are counted for the purpose of duly constituting the Shareholders' Meeting.

The Designated Representative will be available for clarification s or request of information at the ad-

dresses indicated above and/or at the toll -free number 800 134 679 (during working days and hours).

Right to submit questions before the Shareholders’ Meeting Pursuant to art. 127 -ter T.U.F. , eligible voters may submit questions on the items on the agenda even before the Shareholders’ Meeting, by sending them by email to corporate -pryspa@pec.prysmian.com .

Questions must be received by the Company by the end of the seventh trading day before the date of the Shareholders’ Meeting , in single call (18th September 2026) and must be accompanied by the inter-

mediary’s notice proving the entitlement to vote; such notice is not required if the Company has received the intermediary’s notice required to attend the Meeting. Questions received before the Shareholders’ Meeting wi ll be answered, after verifying their relevance and the entitlement of the applicant, at the latest within 25th September 2026, by way of publication on the Company's website. The Company may provide a single answer to questions concerning the same topic. The Company will not consider questions re-

ceived after the above date or those that are not strictly relevant to the matters on the agenda of the Shareholders’ Meeting.

Addition to the agenda and submission of new proposed resolutions Pursuant to art. 126-bis T.U.F. , shareholders who, individually or jointly, represent at least one fortieth of share capital are entitled to request, within ten days of publication of the present notice convening the Shareholders’ Meeting ( i.e., within 7th September 2026), the addition of items to the agenda, indicating in such request the proposed additional matters for discussion, or submit proposed resolutions on items already on the agenda. The request must be submitted in writing to the Company’s registered office by registered letter with proof of delivery, for the attention of: "Prysmian S.p.A. – Corporate Affairs Depart-

ment" or by e -mail to corporate -pryspa@pec.prysmian.com and must be accompanied by the interme-

diary’s notice proving the ownership of the number of shares required to submit the request. This is with-

out prejudice to the possibility for eligible voters to individually submit proposed resolutions directly at the Shareholders’ Meeting itself.

Within the same ten -day deadline and in the same way as aforesaid , a report must be submitted stating the reason for the proposed resolutions on new matters being proposed for discussion or the reasons for the additional proposed resolutions relating to matters already on the agenda.

Any addition to the agenda or submission of additional proposed resolutions on matters already on the agenda, as well as the report prepared by the requesting shareholders accompanied by any opinion of the Board of Directors, will be published by the Compa ny, in accord ance with the Law, at least fifteen days before the date of the Shareholders’ Meeting , in single call (i.e., within 14 September 2026) .

Addition to the agenda is not permitted for matters on which the Shareholders’ Meeting adopts, by law, resolutions proposed by the Directors or resolutions based on a proposal or report prepared by the Direc-

tors, other than those envisaged by art. 125 -ter, par. 1, T.U.F.

Documentation

The documentation relating to the Shareholders' Meeting , including the report of the Board of Direc tors on the only item o n the agen da, is available at the Company ’s registered office , on the corporate website, on the website of Borsa Italiana S.p.A. at www.borsaitaliana.it and in the authorised central storage mechanism used by the Company at www.emarketstorage.com .

Shareholders are entitled to examine them and obtain a copy upon request .

Company Website and Addresses Any reference in this document to the Company or Prysmian website shall be deemed to be made, also pursuant to the provisions of art. 125 -quater TUF, to the following address: www.prysmian.com/en/com-

pany/governance/shareholders -meeting , unless otherwise specified.

The registered office address of Prysmian S.p.A. is Via Chiese n. 6 - 20126 Milan.

Milan, 28th August 2026 By order of the Board of Directors

Francesco Gori

(Chair person )

Fine Comunicato n.0902-61-2026 Numero di Pagine: 4