Successful pricing of the placement of equity-linked bonds

Successful pricing of the placement of Euro 500 million equity-linked bonds approved share buy-back programme

Milan, 12January 2017.Following the press release published earlier today,Prysmian S.p.A. (“Prysmian” or the “Company”) announces the completion of the placement (the Placement) of Euro500million equity-linked bonds (the “Bonds).

The Bonds will have a maturity of five years and will be zero coupon.

The initial price for the conversion of the bonds into ordinary shares of the Company shall be Euro34,2949, representing a 41,25 per cent. premium above the volume weighted average price of Prysmian ordinary shares on the MercatoTelematicoAzionario between launch and pricing.

We have successfully completed an important transaction whichallow us tocarry out a meaningful share buy-back keeping at the same time full flexibility to pursue potential external growth opportunities”, explains Pier Francesco Facchini, Prysmian's Chief Financial Officer. “The terms of the transaction are very competitive, confirming the strength that Prysmian's equity story maintains also in a highly volatile macroeconomic environment.

The Bonds may be converted into ordinary shares of the Company, subject to the approval by the Company’s extraordinary general meeting, to be held no later than 30 June 2017 (the Long-stop Date), of a share 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”). 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 following the date referred to in the Physical Settlement Notice, the Company shall settle any exercise of conversion rights in Prysmian ordinary shares issued pursuant to the Capital Increase or, at the Company's sole discretion, existing Prysmian ordinary shares held by the Company.

Should the Capital Increase not be approved on or before the Long-stop Date, the Issuer 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 Company will have the option to call all but not some only of the outstanding Bonds at their principal amount from 1February 2020, should the value of the Shares exceed 130% of the conversion price for a specified period of time.

The Company has agreed not to place, in line with market practice, any further ordinary shares or certain related securities or enter into certain derivative transactions relating to ordinary shares (subject to certain customary exceptions) in the market for a lock-up period of 90 days.

An application will be made to admit the Bonds to trading on an internationally recognized, regularly operating, regulated market or multilateral trading facility (MTF)by no later than 30 June 2017.

The net proceeds from the Bond issue will be used to (i) pursue the Company’s potential external growth opportunities,(ii) to fund, in line with the Company’s share buyback authorization, share repurchases aimed at serving potential conversion rights requirements and/orto be used as currency for funding its growth strategy and (iii) for general corporate purposes.

The Board of Directors has given the Chairman and the Company’s CEO authority to perform all the formalities required in order to convene the Company's Extraordinary General Meeting (EGM).

BNP PARIBAS, HSBC Bank Plc, J.P. Morgan Securities Plc, Mediobanca – Banca di CreditoFinanziario S.p.A. and UBS Limited are acting as Joint Global Coordinators and Joint Bookrunners (the Joint Global Coordinators and Joint Bookrunners) of the Offering.

Clifford Chance StudioLegaleAssociato is acting as Italian and English counsel to Prysmian, Allen &Overy Studio LegaleAssociato is acting as Italian and English counsel to the Joint Bookrunners.

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Today, the Company's Board of Directors has furthermore approved the launch of a share buybackprogramme (the Programme). As of today, the Company holds 2.618.317 treasury shares, equal to 1,21 per cent. of the Company's share capital.

The Programme will be carried out in accordance with the provisions of Article 5 of the Regulation (EU) No. 596/2014 (the MAR Regulation) and, also considering the transitory provisions of the MAR Regulation as provided for under Article 13 of the MAR Regulation, in compliance with the market practice No. 2 adopted by CONSOB by means of its Resolution No. 16839/2009 (the Adopted Market Practice) and, in any event, in compliance with any laws and regulations applicable from time to time.

In particular, the purposes of the Programme are:

1. To set up a stock deposit (magazzinotitoli) aimed at allowing the Company to use the shares as consideration in extraordinary transactions, including shareholding exchange, with third parties, for any transactions that are strategic to the Company's interest (as provided for under the Adopted Market Practice)
2. Serve any conversion rights under the Bonds (as provided for under Article 5 of the MAR Regulation)
3. Any other and additional purposes either (i) under Article 5 of the MAR Regulation, or (ii) under the Adopted Market Practice.

The shares may be purchased for an aggregate amount of up to Euro 125 million, and in any case the number of shares to be purchased under the Programme shall not be more than 3% of the Company's share capital fully paid up.

The Programme may be carried out in one or more tranches and will terminate by 30 September 2017.

The purchases will be made through an authorized intermediary that will be appointed for this purposes by the Company and that will make the purchases in full independence and without any control from the Company and in accordance with the provisions of Article 3 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.

The transactions executed will be disclosed to the market in accordance with the terms and procedures provided by applicable laws.

The Company will promptly notify the public of any subsequent amendments to the Programme.