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Parent Company Financial Report |

EXPLANATORY NOTES

2014 Annual Report

Prysmian Group

318

of an exercise price corresponding to the nominal value of

the Company's shares. In accordance with IFRS 2, the options

allotted in respect of both new and treasury shares were

measured at their grant date fair value.

The number of options was determined according to the

actual aggregate Adj. EBITDA achieved, which lay between

the Target and the Adj. EBITDA upper limit.

The following table provides additional details about

movements in the plan:

Since the plan had vested in full at 31 December 2013, no

further costs were recognised in 2014.

As at 31 December 2014, the options had vested and had

been fully exercised as follows:

• 2,120,678 exercised for consideration (exercise price of

Euro 0.10);

• 1,411,552 exercised for no consideration.

Group employee share purchase plan (YES Plan)

On 16 April 2013, the shareholders approved a share purchase

plan reserved for employees of Prysmian S.p.A. and/or of

its subsidiaries, including some of the Company's Directors,

and granted the Board of Directors the relevant powers to

establish and implement this plan.

The reasons behind the introduction of the Plan are:

• to strengthen the sense of belonging to the Group

by offering employees an opportunity to share in its

successes, through equity ownership;

• to align the interests of the Prysmian Group's stakehold-

ers (its employees and shareholders), by identifying a

common goal of creating long-term value;

• to help consolidate the integration process started in the

wake of the Draka Group's acquisition.

The Plan offers the opportunity to purchase Prysmian's

ordinary shares on preferential terms, with a maximum

discount of 25% on the stock price, given in the form of

treasury shares, except for certain managers, for whom

For consideration

For no consideration

Number of options (*)

Exercise price

Number of options (*)

Exercise price

Options at start of year

2,131,500

0.10

1,416,309

-

Granted

-

-

-

-

Variation for target remeasurement

-

-

2,429

-

Cancelled

(2,288)

0.10

(1,521)

-

Exercised

(2,120,687)

0.10

(1,411,552)

-

Options at end of year

8,525

0.10

5,665

-

of which for Prysmian Spa employees

-

-

-

-

of which vested at end of year

8,525

0.10

5,665

-

of which exercisable

8,525

0.10

5,665

-

of which not vested at end of year

-

-

-

-

of which for Prysmian Spa employees

-

-

-

-

(in Euro)

(*) The number of Prysmian S.p.A. employees participating in the plan was 45.