Fostering global evolution Annual Report Annual Report Contents Disclaimer This document contains forward-looking statements, specifi cally in the sections entitled “Signifi cant events after the reporting period” and “Busi- ness outlook”, that relate to future events and the operating, economic and fi nancial results of Prysmian Group. By their nature, forward-looking statements involve risk and uncertainty because they depend on the occurrence of future events and circumstances. Actual results may diff er ma- terially from those refl ected in forward-looking statements due to multiple factors. LETTER TO SHAREHOLDERS page 4 Group Annual Report 01 DIRECTORS’ REPORT page 11 02 03 CONSOLIDATED EXPLANATORY NOTES FINANCIAL STATEMENTS page 139 page 131 CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS pursuant to art. 81-ter of Consob regulation 11971 dated 14 may 1999 and subsequent amendments and additions page 262 INDEPENDENT AUDITORS’ REPORT page 263 4 Letter to Shareholders Work to consolidate the integration of General Ca- ble within the Prysmian Group continued during 2019. The resulting generation of synergies worth Euro 140 million has exceeded all expectations. This integration has helped the Prysmian Group to build a position as the only global leader with a model balanced by business segment and optimal geographical diversification. The absorption of General Cable has also signif- Valerio Battista Chief Executive Officer Prysmian Group icantly consolidated our ability to innovate and develop new solutions that satisfy the highest ex- pectations of our customers, generating value for the Group. Results for the year The Prysmian Group achieved satisfactory results in 2019, with strong cash generation, even more than expected, and an adjusted EBITDA in excess of one billion Euro (Euro 1.007 billion). The es- tablished profitability objectives were therefore achieved, with a 31.4% increase compared to Euro 767 million in 2018. Prysmian Group Annual Report 2019 5 EBITDA rose to Euro 907 million (Euro 501 million in 2018, accounting for General Cable from 1 June 2018), including net expenses for corporate reorganisations, non-recurring net expenses and other non-operating net expenses, totalling Euro 100 million (Euro 192 million in 2018). Net profit improved significantly to Euro 296 million from Euro 58 million in 2018 (including General Cable since 1 June 2018). Group revenues totalled Euro 11.519 billion, in line with 2018. The Energy division performed well, especially in terms of profitability, which increased by 35.9%; in particular, power distribution achieved a solid growth with an improving profitability. A significant contribution was also made by theProjects business. The order backlog now exceeds Euro 2 billion once again, following the acquisition of major power interconnection work and projects for the cabling of offshore wind farms. These activities allow us to strengthen our position as an enabler of the transition to renewable sources of energy. The performance of the Telecom business was also good. In this area we introduced a number of im- portant innovations, such as a new cable with 6,912 fibres, the largest number in the industry, allowing ease of use and improved fibre management, and the first fibre in the world that can be bent at will - just 180 micron in diameter - with an unprecedented size reduction that allows for the miniaturisation of cables. R&D leading innovation in the sector With 900 professionals and 25 research centres throughout the world, the Prysmian Group is constantly committed to providing customers with the best cable infrastructure solutions. Addressing ever more sophisticated technological requirements, these solutions facilitate the power and data transmission processes while, at the same time, lowering the overall cost of cabling solutions for the customer. The Group is also striving to develop technological innovations that lower energy and water consump- tion and reduce the greenhouse gas emissions of our manufacturing facilities. The Design to Cost (DTC) programme is committed to use the best materials, adopting efficient processes and implementing innovative projects to achieve cost savings in excess of Euro 45 million, with over 1,300 projects com- pleted at our manufacturing plants during 2019. R&D investment of Euro 106 million in 2019 was mainly dedicated to the ever more advanced search for EHV electricity transmission systems that can be buried, for longer and more efficient cables that can be laid at ever greater depth and for optical fibre solutions with the largest number of cables in a miniaturised space for easy use in the field. In order to achieve this, the Prysmian Group collaborates with more than 50 research centres and universities and launched about 180 new product families dur- ing 2019, not least thanks to the acceleration driven by General Cable from the third quarter onwards. The Group’s new products generated Euro 800 million, compared to Euro 496 million in 2018, with a 12.3% ongoing growth - 10.1% in Q3 2018 - led by North America and the Telecom area. Today, the Prys- mian Group holds around 5,900 patents. We have achieved world leadership in the sector of cables and systems for power distribution and tele- communications, with over 80 new products in the context of innovation and more than 500 new solu- tions in the product development area. 6 Integrated sustainability Sustainability has always been in our DNA, enabling us to direct the strategies of the Prysmian Group towards the provision of concrete help in tackling the greatest global challenges, with a clear and de- termined action plan. As a consequence of this, the Group also improved its ranking in the main sustainability indexes during 2019, and was included for the first time - as the only player in the sector - in the Dow Jones Sustainabili- ty World and STOXX Global ESG Indexes, reaching the Ecovadis Gold level and confirming the good per- formance achieved in other ESG indexes, such as CDP Climate Change, Standard Ethics and FTSE4Good. In addition, a new set of medium-term sustainability goals has been defined and constant efforts are being made to improve the sustainability of production processes, with a view to lowering CO2 emis- sions by 2-3% by 2022. In fact, our new ambitious goal is to generate 50% of Group revenues from low carbon-enabling products in 2022, in line with our effort to tightly integrate ESG topics within the growth strategy. On the People front, the Group makes Diversity & Inclusion a central activity, with a view to raising the percentage of women executives to 14-18% (12% in 2019) and ensuring that 40% of white-collar new hires are women. In order to further improve the commitment of the entire organisation to achieve the 2022 sustainabil- ity goals, the annual and long-term employee incentive plans have been linked to a significant selec- tion of those objectives. We have also launched a share incentive plan for 800 key people within the Group, which includes ESG goals among the four key drivers of value creation. This Plan envisages granting new ordinary shares serviced by a bonus increase in share capital, in order to strengthen the commitment of the company and management to the creation of sustainable value over time for all stakeholders. Prysmian for the energy transition Signature of the new Green Plan by the European Commission in December 2019 seeks to make Europe carbon neutral by 2050, highlighting the priority need for an integrated energy market that is both digitalised and interconnected with renewable sources. That said, the development of renewable en- ergy in Europe, North America and the Asian countries with the largest impact on CO2 emissions is still heavily restricted by the high cost of production and the need for substantial investment. Accordingly, the Prysmian Group is deeply committed to promoting the development of smarter and more sustainable electricity grids. In order to achieve the ambitious decarbonisation objective set by Europe, the European Commission estimates that offshore wind energy needs will reach 450 GW by 2050. To deliver this, the offshore wind power sector will need an efficient, sustainable and reliable electricity transmission system, capable of supporting the transition to renewable energy at ever more competitive costs. In practical terms, it will only be possible to achieve the objectives set recently by the European Com- mission and the UN SDGs for the coming decade if efforts are made to lower the production cost of re- newables to the level enjoyed by fossil fuels. Prysmian Group Annual Report 2019 7 The Prysmian Group seeks to be the go-to technology player in this scenario, facilitating the produc- tion and transmission of cleaner, more intelligent, more efficient and competitive energy, so that power can be transferred from the location of renewable production (offshore wind farms) to the place of consumption (communities and urban centres). Impact of the COVID-19 pandemic The Board of Directors of Prysmian S.p.A. met on 30 March 2020 to discuss the effects of the changed macroeconomic and market scenario resulting from the spread of the COVID-19 pandemic at the be- ginning of 2020. The Group can count on a broad geographic distribution of its production sites and an extensive diver- sification of its end markets. Top priority has been given to protecting the health of employees by im- plementing strict health and safety measures for plants and offices and making extensive use of remote working. Given this situation, the Group’s management has made it a priority to ensure the greatest possible continuity of its supply chain and operations, to protect its business and its ability to generate cash flows, and to adopt all possible cost containment and cash flow protection measures. The Board of Directors, convened on 30 March, confirmed the assessments made at its meeting of 5 March 2020 regarding the Group’s ability to generate cash flows and sustain a balanced long-term dividend policy and believes its financial structure, liquidity and available credit lines are entirely ad- equate to respond to the new economic and financial situation emerging from the ongoing health emergency.