Annual shareholders' meeting

2008 Financial Statements approved

The shareholders of Prysmian S.p.A., meeting today in ordinary session, have approved the financial statements for 2008 and the distribution of a dividend of Euro 0.417 per share for a total of some Euro 74 million. The dividend will be paid out from 23 April 2009, with the shares going ex-div on 20 April 2009, and will be payable to shares outstanding on the ex-div date.

The shareholders have also approved the proposal presented by the shareholder Prysmian (Lux) II S.à.r.l. to revoke and at the same time reappoint the Board of Directors, with the aim of renewing the mandate of the serving directors. The Shareholders' Meeting has set the size of the Board of Directors at twelve members and appointed the following persons as directors: Paolo Zannoni, Valerio Battista, Pier Francesco Facchini, Fabio Ignazio Romeo, Hugues Lepic, Michael Ogrinz, Wesley Clark, Giulio Del Ninno, Francesco Paolo Mattioli, Fabio Labruna, Udo Gunter Werner Stark and Michele Titi-Cappelli. All these names were on the slate filed by Prysmian (Lux) II S.à.r.l..
Based on the slate of candidates presented by Prysmian (Lux) II S.à.r.l. and the declarations made by each director along with his candidacy, Francesco Paolo Mattioli, Udo Günter Werner Stark, Wesley Clark, Giulio Del Ninno and Fabio Labruna all satisfy the independence requirements set out in Legislative Decree 58/1998 and in the Italian Stock Exchange's Self-regulatory Code adopted by the Company.
The Board of Directors appointed today will remain in office for three years and so until the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2011. The curricula vitae of the Board members are appended to the slate of names presented and can be viewed at the Company's registered office and on its website at www.prysmian.com.

The Shareholders' Meeting has also re-established the composition of the Board of Statutory Auditors, appointing Paolo Burlando as a standing member and Giovanni Rizzi and Luciano Rai as alternate members. The candidate names of these statutory auditors were presented by the shareholder Prysmian (Lux) II S.à.r.l.. The statutory auditors now appointed will remain in office until the mandate of the current Board of Statutory Auditors ends, meaning until the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2009. The curricula vitae of these appointees are appended to the list of candidates presented by Prysmian (Lux) II S.à.r.l. and can be viewed at the Company's registered office and on its website at www.prysmian.com.

The shareholders have also renewed the authorization to buy back and sell treasury shares, while cancelling their previous resolution in this regard adopted on 15 April 2008. The authorization permits the purchase of shares representing no more than 10% of the Company's share capital at any time, including any treasury shares already held by the Company. Purchases may not exceed the amount of undistributed earnings and distributable reserves reported in the most recently approved annual financial statements. The programme will last for a maximum of 18 months commencing from today's date. The purpose of the programme is to allow the Company's share capital to be effectively managed and to create a portfolio of treasury shares that can be used for any extraordinary operations, or to service any share-based incentive schemes for the Group's employees or for any other purpose allowed by current law. Pursuant to art. 144-bis, para. 4 of Consob Resolution 11971/1999, it is reported that the Company purchased a total of 3,028,500 treasury shares at an average price of Euro 9.965 each for a total of around Euro 30 million under the authorization granted by the shareholders on 15 April 2008 and now cancelled.

The Board of Directors met at the end of the Shareholders' Meeting and has confirmed Paolo Zannoni as its Chairman, Valerio Battista as Chief Executive Officer and General Manager, and Pier Francesco Facchini as Chief Financial Officer, granting them the related operating powers.

The Board of Directors has also appointed the following persons to its committees:


Internal Control Committee
   - Francesco Paolo Mattioli (Chairman),
   - Giulio Del Ninno,
   - Udo Günter Werner Stark.


Compensation and Nominations Committee
   - Hugues Lepic (Chairman),
   - Francesco Paolo Mattioli,
   - Udo Günter Werner Stark.


Strategic Committee
   - Valerio Battista,
   - Hugues Lepic,
   - Michael Ogrinz.