EUR 500.00 For Business Accounts Only

Prysmian - AGM 05 June 2019

The AGM was originally called on April 17, but the Board resolved to postpone it to June 5, to analyse the impacts on the financial statements of technical faults in the WesterLink submarine interconnection of April 8. The Agenda is identical to that of April 17, but the Board resolved to withdraw the proposed amendments to long-term incentive plans (item 7 in the April's AGM Agenda).

In item 2, the Board proposes to distribute a dividend of € 0.43 per share on 2018 results, unchanged despite the € 72 million reduction in net income after the restatement of 2018 financials. We regret that the proposed dividend distribution is not covered by consolidated net earnings or free cash flow. However, it should be noted that it was fully covered by consolidated net income before the restatement of 2018 financial statements, and it is not covered by free cash flow due to the acquisition of General Cable. Also taking into account that dividends were fully covered by cash generation in the last 4 years, and that no significant concerns arise over the Company's financial position, we recommend approval.

In item 4, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders. Two slates of nominees have been submitted, by the largest shareholder Clubtre SpA (3.9%) and a group of institutional investors (5.0%).

One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.

The first candidate in the slate ranking second in terms of votes shall be appointed as Chair. We would support the appointment as Chair of the first candidate in the slate of the institutional investors (sub-item 4.2), as concerns may arise over the long-time association with Prysmian Group companies of the first candidate in the Clubtre's slate. In order to increase the likelihood that the slate of the institutional investors will not be the most voted one, and therefore its candidate is elected as Chairman, we recommend that shareholders vote for the slate of Clubtre (sub-item 4.1).