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London Underground, Prysmian and Draka Cables for Maximum Fire Resistance

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London Underground, Prysmian and Draka Cables for Maximum Fire Resistance 2011 ANNUAL REPORT PRYSMIAN GROUP Disclaimer This document contains forward-looking statements, specifically in the sections entitled "Subsequent events" and "Business outlook", that relate to future events and the operating, economic and financial results of the Prysmian Group. By their nature, forward-looking statements involve risk and uncertainty because they depend on the occurrence of future events and circumstances. Therefore, actual future results may differ materially from what is expressed in forward-looking statements as a result of a variety of factors. 2011 ANNUAL REPORT PRYSMIAN GROUP CONTENTS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY Directors' Report Directors' Report 10 Prysmian Group at a glance 282 Organisational structure 12 Vision, Mission, Values 283 Significant events during the year 14 Keeping customers as our focus 284 Financial performance of Prysmian S.p.A. 16 Directors and auditors 288 Key results of the principal subsidiaries 19 Organisational structure 288 Research and development 20 Top manager 289 Environment and safety 22 Letter to Shareholders 290 Human resources 27 Summary of consolidated financial 290 Direction and coordination information 290 Intercompany and related party transactions 28 Key financials 292 Atypical and/or unusual transactions 30 Prysmian and the financial markets 292 Secondary offices 42 Human resources 292 Corporate Governance 51 Research and development 292 Ownership structure 54 An integrated Supply Chain 293 Incentive plans 67 Prysmian for the environment 295 Risk factors 72 Significant events during the year 296 Financial risk management policies 82 Group performances and results 296 Subsequent events and business outlook 91 Segment performance 297 Proposal to approve the financial 112 Group statement of financial position statements and to allocate profit for 2011 120 Alternative performance indicators 128 Going concern Parent Company Financial Statements 129 Risk factors 300 Statement of financial position 143 Other information 301 Income statement 144 Subsequent events 301 Statement of comprehensive income 145 Business outlook 302 Statement of changes in equity 146 Corporate governance 303 Statement of cash flows 159 Certification pursuant to art. 2.6.2 of the Italian Stockmarket Regulations regarding Explanatory Notes to the Parent Company the conditions contained in art. 36 of the Financial Statements Market Regulations 304 Explanatory notes 353 List of equity investments in subsidiaries Consolidated Financial Statements at 31 december 2011 162 Consolidated statement of financial position 355 Certification of the financial statements 163 Consolidated income statement pursuant to art. 81-ter of Consob Regulation 164 Consolidated statement of comprehensive 11971 dated 14 may 1999 and subsequent income amendments and additions 165 Consolidated statement of changes in equity 166 Consolidated statement of cash flows 356 Audit Report Explanatory Notes to the Consolidated 360 Report by the Board of Statutory Auditors Financial Statements 167 Explanatory notes 266 Scope of consolidation - Appendix A 275 List of equity investments pursuant to art. 126 of Consob Regulation 11971 277 Certification of the consolidated financial statements pursuant to art. 81-ter of Consob Regulation 11971 dated 14 may 1999 and subsequent amendments and additions 278 Audit Report 4 5 2011 ANNUAL REPORT PRYSMIAN GROUP 2011 MILESTONES 26 32 40 Rebranding and integration: The new NBN optical fibre The "Hudson Project" Prysmian Group is born network brings broadband to submarine link gives energy to 93% of Australians the heart of Manhattan 70 76 80 Draka brings high definition to New HV links enhance London Underground, the world's most energy infrastructure in Prysmian and Draka cables watched sporting events Europe for maximum fire resistance 6 50 60 66 Contracts in Brazil and the New plant for flexible oil All-time records in offshore Middle East accelerate drilling pipes operational in wind, the SylWin1 project an expansion into offshore O&G Brazil industry milestone 90 94 108 FP cables in British projects. Innovative, sustainable New Telecom infrastructure The Shard Building looks at technology in Europe's supporting growth in Europe from on high largest solar parks South American countries 7 DIRECTORS’ REPORT DIRECTORS’ REPORT PRYSMIAN GROUP AT A GLANCE WHAT CONNECTS ENERGY AND INFORMATION TO GLOBAL GROWTH? Prysmian Group is world leader of the energy and telecom cables and systems industry. The Group has been formed through the union of Prysmian and Draka, already leaders in their markets for innovation and technological know-how, by combining the strengths of both and achieving increased investment potential and geographical coverage, as well as the most extensive range of products on the market. Prysmian Group is also characterised by being a public company, a listed company without a controlling shareholder, managed on a transparent basis and leveraging its ability to gain and maintain the continued confidence of its investors. A key factor in managing the Group's business is attention to sustainable development and the environment. As part of its activities, the Prysmian Group is involved in implementing management and production processes which help improve environmental sustainability and safety at work, in accordance with the guidelines of its HSE policy. HISTORY 1879 1998 2005 Foundation of Pirelli Cavi and expansion Growth through acquisitions Birth of Prysmian Cables & Systems Prysmian Group's history has its roots The company begins targeted Prysmian is founded in July 2005 in the history of the Pirelli Group. acquisitions, including the power cable through the acquisition of the energy A few years after the foundation of the businesses of Siemens, BICC, Metal and telecom cables and systems company, the activities of Pirelli Cavi e Manufacturers Ltd and NKF. activities of Pirelli. Sistemi commenced. 1910 1970 1986 Draka foundation In the Philips route Independence Draka is founded under the name of The company is acquired by Philips and The business became independent Hollandsche Draad & Kabel Fabriek. became part of the Wire and Cable through a buyout financed by Parcom division. and Flint Beheer, at which point the name Draka was born. 10 50 COUNTRIES 97 PLANTS 17 R&D CENTRES 22,000 EMPLOYEES Prysmian Group global presence Energy (65) Telecom (20) Combined Energy and Telecom (12) 2007-2010 Listed/Public company Indirectly controlled by The Goldman Sachs Group, Prysmian becomes a listed company quoted in the blue chip sector of the Milan stock exchange. 2011 In 2010 it becomes a truly public company. Birth of the Prysmian Group 1987-2010 The union of Prysmian and Draka External growth and combination of two market A series of global acquisitions marked leaders gives birth to the the Group's external growth over a period of more than 20 years, including the cable industry’s new world leader. acquisitions of Philips Optical Fibres and Alcatel. Prysmian Group video 11 DIRECTORS’ REPORT VISION, MISSION, VALUES OUR VISION OUR MISSION We believe in the effective, efficient We provide our customers worldwide and sustainable supply of Energy with superior cable solutions based and Information as a primary driver on state-of-the-art technology in the development of communities. and consistent excellence in execution, ultimately delivering sustainable growth and profit. Energy and Information help communities To provide superior cable solutions. develop. That’s why it’s so important A strong reputation for performance and that they’re always available. That they’re innovation helps us deliver sustainable supplied effectively, efficiently, sustainably. growth and profit. Whoever the client. Wherever they are. But we don’t just want to be good for However harsh the environment they business. We want to be good to do operate in. We’re committed to keeping business with. That’s why our values are them connected. so important to us. Every day, we all have the chance to bring The things we do and the way we approach our vision to life in our actions. No matter them are an opportunity to show our pride how big, or small, the things we do on a daily in our work. basis build up over time and help us deliver on our mission. 12 OUR VALUES Excellence. Integrity. Understanding. Excellence. Good isn’t good enough. We combine rigour and entrepreneurship to deliver innovative all-round solutions. Integrity. When it comes to ethics, no challenge is too big, or too small, if it means doing things right. Understanding. We have strong respect for different opinions and ideas, and a keen focus on our customers’ needs. 13 DIRECTORS’ REPORT KEEPING CUSTOMERS AS OUR FOCUS With over 130 years of experience and a presence hallmark of the Group's activities and is reflected in more than 50 countries around the world, the in its constant presence, from product design Group is strongly positioned at the high-tech through to delivery, and provision of a level of end of the market and offers the most service in line with customer expectations which comprehensive range of products, services, are constantly monitored using specific, agreed technologies and know-how available on the parameters. market. In the Energy sector, Prysmian Group operates in the business of underground and Prysmian Group is able to develop solutions submarine power transmission cables and that not only meet specific standards but also systems, special cables for applications in many satisfy precise customer requirements. 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