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Consolidated Financial Report |

DIRECTORS’ REPORT

2014 Annual Report

Prysmian Group

30

ANNUAL GENERAL MEETING

The Annual General Meeting of shareholders of Prysmian

S.p.A. was held on 16 April 2014 in single call to vote on

several agenda items, including the approval of the 2013

financial statements, the appointment of a Director, the

authorisation of a share buy-back and disposal programme,

the approval of an incentive plan for Group employees,

the authorisation of a bonus capital increase serving the

incentive plan and the approval of the Remuneration Report.

The meeting, which was attended by over one thousand two

hundred shareholders, in person or by proxy, representing

more than 59% of the share capital (the highest attendance

since Prysmian's listing), approved all items on the agenda by

a large majority (more than 95%). In particular, the motions

regarding the Group employee incentive plan and the bonus

capital increase were adopted with a more than 97% vote

in favour, thus confirming the shareholders' full support for

these decisions taken by the Board of Directors.

The Annual General Meeting also approved the distribution

of a dividend of Euro 0.42 per share, in line with the amount

distributed the previous year. The dividend was paid on 25

April 2014, involving a total pay-out of approximately Euro

89 million.

Record attendance at the Annual General Meeting: more than 59%

of share capital represented.