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CONSOLIDATED FINANCIAL REPORT | EXPLANATORY NOTES

150

of the production process, in turn permitting faster execution of the project itself, as well as stronger

contractual guarantees and longer project timing agreed with the customer.

Plant closures

On 27 February 2015, Prysmian Cavi e Sistemi Italia S.r.l. informed trade union representatives of the

closure of the Ascoli Piceno plant, employing 114 people, dictated by the need to optimise overall country

manufacturing footprint through improved utilisation of production capacity, as well as overall economic

performance through economies of scale.

After a series of meetings at Italy's Ministry of Economic Development, on 15 May an agreement was signed

with plant union representatives and provincial and national unions that ratified the plant's closure on the

same date and the contents of the social plan.

In addition to the usual voluntary redundancy packages and use of the available social safety nets, the social

plan has offered employees the opportunity to relocate to the plants in Merlino and Arco Felice or,

alternatively, to be included in an outplacement program within the local area, also involving a possible re-

industrialisation of the site. Both these activities are being managed by a specialist advisor.

Share buy-back and disposal programme and Long-term incentive plan 2015-2017

The Shareholders' Meeting held on 16 April 2015 authorised a share buy-back and disposal programme,

revoking at the same time the previous authorisation under the shareholder resolution dated 16 April 2014.

This programme provides the opportunity to purchase, on one or more occasions, a maximum number of

ordinary shares whose total cannot exceed 10% of share capital, equal to 18,847,439 ordinary shares as at

the date of 16 April 2015, after deducting the treasury shares already held by the Company.

The same Shareholders' Meeting also approved an incentive plan for employees of the Prysmian Group,

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.

The reasons behind the introduction of the Plan are:

to generate strong commitment by the Group's Management to achieving the targets for additional

growth in profits and return on capital employed over the next three years;

to align the interests of Management with those of shareholders by using share-based incentives,

and promoting stable share ownership of the Company;

to ensure the long-term sustainability of the Group's annual performance through the mechanism of

co-investing part of the annual bonus and consequent retention effect.

During the extraordinary session of the above meeting, the shareholders authorised an increase in share

capital by a maximum amount of Euro 536,480, through the issue of up to 5,364,800 new ordinary shares

with a nominal value of Euro 0.10 each, to be allotted for no consideration to Group employees who are

beneficiaries of the above incentive plan.