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Parent Company Financial Report |

EXPLANATORY NOTES

2014 Annual Report

Prysmian Group

320

The following table provides additional details about movements in the plan:

31 December 2014

31 December 2013

Number of options

Number of options

Options at start of year

300,682

-

Granted

(*)

43,725

300,682

Change in expected adhesions

(**)

(17,748)

-

Cancelled

-

-

Exercised

(162,650)

-

Options at end of year

164,009

300,682

of which for Prysmian Spa employees

27,424

36,015

of which vested at end of year

-

-

of which for Prysmian Spa employees

-

-

of which exercisable

-

-

of which not vested at end of year

164,009

300,682

of which for Prysmian Spa employees

27,424

36,015

(*) The number of options refers to the adhesions to the additional purchase windows reserved for Managers (actual numbers for the first year and expected

numbers for the next two years).

(**) The number of options has been revised for the actual number of adhesions in the first window.

The information memorandum, prepared under art. 114-bis of

Legislative Decree 58/98 and describing the characteristics of

the above share ownership plan, is publicly available on the

Company's website at

www.prysmiangroup.com

, from its

registered offices and from Borsa Italiana S.p.A.

As at 31 December 2014, there are no outstanding loans or

guarantees by Prysmian S.p.A. to any of its directors, senior

managers or statutory auditors.

Long-term incentive plan 2014-2016

The Shareholders' Meeting held on 16 April 2014 approved an

incentive plan for the Group's employees, including members

of the Board of Directors of Prysmian S.p.A., and granted

the Board of Directors the necessary powers to establish and

implement this plan.

As a result of the effects of the Western HVDC Link contract

(UK), the Board of Directors has decided not to execute the

mandate received from the shareholders allowing implemen-

tation of this plan.