Prysmian S p A : announces the offering of euro 650 million equity-linked bonds due 2026

NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR TO RESIDENTS THEREOF OR IN OTHER COUNTRIES WHERE SUCH DISTRIBUTION OR ANY OFFER OR SALE ARE PROHIBITED UNDER APPLICABLE LAWS.

THE BONDS REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD TO RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA, THE UNITED KINGDOM OR ELSEWHERE.

PRESS RELEASE

PRYSMIAN ANNOUNCES THE OFFERING OF EURO 650 MILLION EQUITY-LINKED BONDS DUE 2026

AND CONCURRENT REPURCHASE OF THE OUTSTANDING EUR 500 MILLION ZERO COUPON EQUITY LINKED

BONDS DUE 2022 UP TO EUR 250 MILLION IN AGGREGATE NOMINAL AMOUNT

Milan, 26 January 2021. Prysmian S.p.A. ("Prysmian" or the "Company") today announces (i) the launch of an offering (the "Offering") of EUR 650 million equity-linkedbonds (the "Bonds") and (ii) the concurrent repurchase of the Company's outstanding EUR 500 million Zero Coupon Equity Linked Bonds due 2022 issued on 17 January 2017 (ISIN XS1551933010) (the "2017 Bonds") through a reverse bookbuilding process, for up to EUR 250 MILLION in aggregate nominal amount of the 2017 Bonds.

Offering of the Bonds

The Bonds will have a maturity of 5 years and a minimum denomination of EUR 100,000.00 each.

The Bonds may be converted into ordinary shares of the Company, subject to approval by the Company's extraordinary general meeting of a capital increase with exclusion of preferential subscription rights pursuant to article 2441, paragraph 5, of the Italian Civil Code, to be reserved solely for the service of the conversion of the Bonds (the "Capital Increase") to be obtained no later than 30 June 2021 (the "Long-stopDate"). After such approval, the Company shall issue a notice to the bondholders (the "Physical Settlement Notice"). Under the terms and conditions of the Bonds, and at a date subsequent to that referred to in the

This press release is available on the company website at www.prysmiangroup.comand in the mechanism for the central storage of regulated information provided by Spafid Connect S.p.A. at www.emarketstorage.com

Physical Settlement Notice, the Company shall settle any exercise of conversion rights into Prysmian ordinary shares issued pursuant to the Capital Increase or, at the Company's discretion, into existing Prysmian ordinary shares held by the Company.

Should the Capital Increase not be approved on or before the Long-stop Date, the Company may, within a limited period of time (and in any case no later than 10 dealing days after the Long-stop Date), give notice to the Bondholders (a "Shareholder Event Notice") and redeem all - but not some only - of the Bonds in cash at a premium as determined in accordance with the terms and conditions of the Bonds.

Should the Capital Increase not be approved and should the Company not publish a Shareholder Event Notice in accordance with the terms and conditions of the Bonds (and in certain limited circumstances prior to such date), each Bondholder may, in accordance with the terms and conditions of the Bonds, request the early redemption of their Bonds in cash. In such circumstances, the Company shall redeem the Bonds against payment of a cash amount equal to the market value (as determined in accordance with the terms and conditions of the Bonds) of the number of Prysmian ordinary shares that a holder would have been entitled to if such holder had been entitled to exercise a right to convert and receive Prysmian ordinary shares.

The initial conversion price of the Bonds is expected to be set at a premium of between 45% and 50% above the volume weighted average price of the ordinary shares of the Company on the Mercato Telematico Azionario between launch and the pricing of the Offering.

The Bonds will bear no interest and will be subscribed with an issue price of between 101.25% and 103.75% of their principal amount corresponding to an annual gross yield to maturity of between -0.73% and -0.25%. Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed at their principal amount on or around 2 February 2026.

The Company will have the option to redeem all - but not some only - of the Bonds at their principal amount from 12 February 2024, should the value of the new and/or existing ordinary shares exceed 130% of the conversion price for a specified period of time.

The Bonds are being offered only to institutional investors in Italy and abroad, and will not be

This press release is available on the company website at www.prysmiangroup.comand in the mechanism for the central storage of regulated information provided by Spafid Connect S.p.A. at www.emarketstorage.com

offered in or into the United States of America, Australia, Canada, South Africa or Japan or to residents thereof or in any other countries where such offer or sale of the Bonds is prohibited under applicable laws.

The outcome of the Offering and the final terms of the Bond issue, to be determined after book-building, will be disclosed as soon as they become available. The issue and settlement date for the Bonds is currently expected to be on or around 2 February 2021.

Subject to successful placing and issuance of the Bonds an application will be made by the Company to admit the Bonds to trading on an internationally recognized, regularly operating, regulated market or a multilateral trading facility (MTF) by no later than 30 June 2021.

The net proceeds from the Bond issue will be used to refinance the 2017 Bonds at maturity and/or for the Concurrent Repurchase, as well as for general corporate purposes.

In line with market practice, and subject to successful placing (and issuance of the bonds) the Company agrees not to place any further ordinary shares or certain related securities or enter into certain derivative transactions relating to Prysmian ordinary shares in the market for a lock-up period of 90 days subject to certain customary exceptions (including pursuant to share options or incentive schemes) and in connection with the Concurrent Repurchase.

Repurchase of 2017 Bonds

Concurrently with the Offering of the Bonds, the Joint Bookrunners in their capacity as Joint Dealer Managers are assisting the Company through a reverse book building process via a modified Dutch auction to collect indications of interest from holders of the 2017 Bonds that are (i) not persons located or resident in the United States or otherwise U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933) or persons acting for the account or benefit of such persons and (ii) willing to sell some or all of their 2017 Bonds to the Company (the "Concurrent Repurchase"), for up to an aggregate maximum repurchase amount of up to 50 per cent. of in the outstanding nominal amount of the 2017 Bonds, i.e. €250,000,000 (the "Maximum Repurchase Amount"), subject to the right of the Company to accept an aggregate nominal amount of 2017 Bonds that is less than the Maximum Repurchase Amount, or to purchase no 2017 Bonds.

This press release is available on the company website at www.prysmiangroup.comand in the mechanism for the central storage of regulated information provided by Spafid Connect S.p.A. at www.emarketstorage.com

Holders whose 2017 Bonds are repurchased by the Company pursuant to the Concurrent Repurchase will be eligible to receive a cash consideration equal to a price (the "Repurchase Price") per each EUR 100,000 in principal amount of the 2017 Bond determined by the Company in its sole and absolute discretion in accordance with a modified Dutch auction procedure. The Repurchase Price shall (i) not be less than the higher of: (x) EUR 104,250 per EUR 100,000 in principal amount of the 2017 Bonds (the "Minimum Repurchase Price"); and

1. the highest offer price at which the 2017 Bonds are accepted for purchase by the Company;

1. either be the Minimum Repurchase Price, or an increment of EUR 50 above the Minimum Repurchase Price; and (iii) not exceed EUR 104,750 per EUR 100,000 in principal amount of the 2017 Bonds (the "Maximum Repurchase Price").

The determination of the Repurchase Price by the Company will, in the absence of manifest error, be final and binding on all parties and will be determined by taking into account the offer prices received provided that the Repurchase Price will be determined in the sole discretion of the Company.

The Company is expected to announce the Repurchase Price as soon as possible after the time the Repurchase Price may be determined.

For further details in relation to the Concurrent Repurchase including the process by which offers may be made, and the terms on which offers may be accepted, please refer to the term sheet for the Concurrent Repurchase.

The Company will have sole discretion whether or not to accept any 2017 Bonds tendered for purchase pursuant to the Concurrent Repurchase, up to the Maximum Repurchase Amount or otherwise. If the Company accepts any offers to sell any 2017 Bonds, its obligation to purchase the relevant 2017 Bonds and pay the corresponding Repurchase Price for each 2017 Bond purchased pursuant to the Concurrent Repurchase shall be conditional upon the completion of the issuance of the Bonds and it (or its appointed agent for settling the Concurrent Repurchase) having received the proceeds of issue of the Bonds (the "Settlement Condition").

If the Settlement Condition is not satisfied on or prior to the settlement date of the Concurrent Repurchase (and unless the Company, in its sole discretion, elects to waive satisfaction of the

This press release is available on the company website at www.prysmiangroup.comand in the mechanism for the central storage of regulated information provided by Spafid Connect S.p.A. at www.emarketstorage.com