Fincantieri

AGM Information • Jun 11, 2024

Informazione Regolamentata n. 1616-48-2024	Data/Ora Inizio Diffusione 11 Giugno 2024 16:32:48		Euronext Milan
Societa'	:	FINCANTIERI
Identificativo Informazione Regolamentata	:	192067
Utenza - Referente	:	FINCANTIERIN04 - Dado
Tipologia	:	REGEM
Data/Ora Ricezione	:	11 Giugno 2024 16:32:48
Data/Ora Inizio Diffusione	:	11 Giugno 2024 16:32:48
Oggetto	:	FINCANTIERI Extraordinary and Ordinary Shareholders Meeting
Testo del comunicato

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD REQUIRE THE APPROVAL OF LOCAL AUTHORITIES OR OTHERWISE BE UNLAWFUL

FINCANTIERI: EXTRAORDINARY AND ORDINARY SHAREHOLDERS' MEETING

• · Approval of the proposal to grant the Board of Directors with the power, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital of Fincantieri against consideration in cash, on a divisible basis (in via scindibile) and in one or more tranches, for a period of 5 years and for a maximum total amount of EUR 500 million, to be pre-emptively offered to the existing shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code, and the related share reverse stock-split transaction
• Approval of the proposal to grant the Board of Directors with the power, to be ● exercised starting from the eighteenth month from the date hereof, within 5 years, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital of Fincantieri against consideration in cash, on a divisible basis (in via scindibile) and in one or more tranches, for a period of 5 years and within 10% of the existing share capital, without pre-emptive rights pursuant to Article 2441, paragraph 4, of the Italian Civil Code
• · Approval of the proposal to increase the remuneration of the members of Board of Statutory Auditors

The extraordinary and ordinary Shareholders' Meeting of FINCANTIERI S.p.A. ("Fincantieri" or the "Company"), which met today in Trieste in single call (the "Shareholders' Meeting"), resolved to approve the Board of Directors' proposals.

POWER TO INCREASE THE SHARE CAPITAL BY WAY OF RIGHTS ISSUE

The extraordinary Shareholders' Meeting granted the Board of Directors with the power, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital of Fincantieri against consideration in cash, , on a divisible basis (in via scindibile) and in one or more tranches, for a period of 5 years starting from the adoption of the Shareholders' resolution, for a maximum total amount of EUR 500 million, inclusive of any share premium, through the issuance of ordinary shares with regular dividend rights and the same characteristics as the ordinary shares in circulation at the time of the issuance, and to be admitted to trading on the Euronext Milan a regulated market organised and managed by Borsa Italiana S.p.A, to be pre-emptively offered, through the issuance of pre-emptive rights, to those entitled pursuant to Article 2441, paragraph 1 of the Italian Civil Code, also to serve the purpose of

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the exercise of the aforesaid warrants (the "Rights Issue"). Together with the newly issued ordinary shares under the Rights Issue may be granted to the subscribers warrants (which entitle the holder to subscribe - against consideration, within a maximum of thirty-six months from the full release of the first tranche of the share capital increase – ordinary shares to be issued by the Board of Directors in the exercise of the power); all with prior reverse stock split in the ratio of one new ordinary share for every maximum of 10 existing ordinary shares, subject to the cancellation of the ordinary shares in the maximum number necessary to allow for the overall balancing of the transaction without changes in the share capital.

The extraordinary Shareholders' Meeting also granted the Board of Directors the widest powers necessary in order to define any other term or condition of the Rights Issuewithin the limits established by the applicable legislation and the resolution including the issuance price of the shares (also cum warrant), and specifically the portion to be allocated to share capital and the portion to be allocated to share premium, the number of shares (including cum warrant) to be issued and the option assignment ratio applicable to the shares, as well as the number, methods, terms and conditions of exercise, as well as any other characteristic (including the allotment and exercise ratio and the exercise price) and the related rules of the warrants that will be issued in exercise of the power referred to in the previous paragraph.

The extraordinary Shareholders' Meeting also resolved to consequently amend the Article 6 of the By-laws.

More details on the Rights Issueare included in the information document prepared by the Board of Directors of the Company pursuant to Article 125-ter of Legislative Decree no. 58 of 24 February 1998 ("Italian Consolidated Law on Finance") and of Article 84-ter of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999 ("Consob Issuers' Regulation") pursuant to Schedule 2 and 3 of Annex 3A of the Consob Issuers' Regulation.

POWER TO INCREASE THE SHARE CAPITAL WITHOUT PRE-EMPTIVE RIGHTS

The extraordinary Shareholders' Meeting also granted the Board of Directors with the power, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital of Fincantieri against consideration in cash, on a divisible basis (in via scindibile) and in one or more tranches, starting from the eighteenth month from the adoption of this resolution and until the end of the fifth year from its adoption, within 10% of the Company's existing share capital at the date of any exercise of the power, through the issuance of ordinary shares without par value, having regular dividend rights and the same characteristics as those at the time of issue and to be admitted to trading on the regulated market Euronext Milan organised and managed by Borsa Italiana S.p.A., with the exclusion of pre-emptive rights pursuant to Article 2441, paragraph 4, second sentence of the Italian Civil Code (the "Reserved Capital Increase").

The extraordinary Shareholders' Meeting also granted the Board of Directors the widest powers necessary in order to define, for each individual exercise of the abovementioned power or individual tranche, the actual manners, terms and conditions of the operation, and specifically the portion to be allocated to share capital and the portion to be allocated to

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share premium and the timeline for the completion of the Reserved Capital Increase resolution in compliance with the time limits above mentioned.

The extraordinary Shareholders' Meeting also resolved to consequently amend the Article 6 of the By-laws.

More details on the Reserved Capital Increase are included in the information document prepared by the Board of Directors of the Company pursuant to Article 125-ter of the Italian Consolidated Law on Finance and of Article 84-ter of Consob Issuers' Regulation pursuant to Schedule 2 and 3 of Annex 3A of the Consob Issuers' Regulation.

INCREASE OF THE REMUNERATION OF THE MEMBERS OF BOARD OF STATUTORY AUDITORS

The ordinary Shareholders' Meeting approved, effective as of the resolution and for the residual term of office, to increase the total gross annual remuneration for the Board of Statutory Auditors from EUR 89.000 to EUR 157.500 to allocated as follows: (i) to the Chairman of the Board of Statutory Auditors an amount equal to EUR 67,500 and, (ii) to each standing Statutory Auditor an amount equal to EUR 45,000.

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The summary report of the votes, the minutes of the Shareholders' Meeting and the updated By-laws will be made available to the public in the manner and with the deadlines set forth required by current regulation.

Fincantieri is one of the world's largest shipbuilding groups, the only one active in all high-tech marine industry sectors. It is leader in the construction and transformation of cruise, naval and oil & gas and wind offshore vessels, as well as in the production of systems and component, after-sales services and marine interiors solutions. Thanks to the expertise developed in the management of complex projects, the Group boasts first-class references in infrastructures, and is a reference player in digital technologies and cybersecurity, electronics and advanced systems.

With over 230 years of history and more than 7,000 ships built, Fincantieri maintains its know-how, expertise and management centres in Italy, here employing 10,000 workers and creating around 90,000 jobs, which double worldwide thanks to a production network of 18 shipyards operating in four continents and with almost 21,000 employees.

www.fincantieri.com

FINCANTIERI Press Office

Investor Relations Tel. +39 040 3192473 Tel. +39 040 3192111 press.office@fincantieri.it_investor.relations@fincantieri.it

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DISCI AIMER

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This announcement is an advertisement and not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. A prospectus prepared pursuant to the Prospectus Regulation, Commission Delegated Regulation (EU) 2019/980 (the "Delegated Regulations") and applicable Italian laws and regulations, as approved by CONSOB, is made available in accordance with the requirements of the Prospectus Regulation, the Delegated Regulations and applicable Italian laws and regulations. Investors should not purchase or subscribe the shares referred to in this press release other than on the basis of the information the offering documents, which include detailed information on Fincantieri S.p.A. (the "Company") and the risks associated with investing in the relevant shares.

This document is not for publication or distribution, in whole or indirectly, in or into the United States of America (including its territories and possessions, any State of the District of Columbia), Canada, Japan or Australia or any other jurish the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein may not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein may not be offered or sold in the United States unless they are registered under the United States Securities Act of 1933 as amended (the "Securities Act") or exempt from registration. The Company has not and does not intend to register the Warrants or the New Shares under the Securities Act, or the laws of any state. The Rights, the Warrants and New Shares may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the Warrants or the New Shares in the United States of America. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Rights, the Warrants and the New Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise will be engaged in only with, relevant person who is not a relevant person should not act or rely on this document or any of its contents.

In any member state of the European Economic Area and the United Kingdom (each a "Relevant State") that has implemented Prospectus Regulation, this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation (also in the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ('MiFID II'); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures; and (d) in respect of firms which are subject to the requirements of the U.K. Financial Conduct Authority's (the "FCA") Handbook and the Product Intervention and Product Governance Sourcebook, the relevant provisions of MiFID II as they form part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018) ('U.K. MiFID II'), (letters (a)-(d) together, the "MiFID II Product Governance Requirements"), and disclaiming all any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect

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thereto, the pre-emptive subscription rights (the "Rights"), the Warrants and the new ordinary shares") have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II. In respect of firms which are subject to U.K. MiFID II, references in this II shall mean the relevant provisions thereof as they form part of U.K. MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Any person subsequently offering, selling or recommending the Rights, the Warrants and the New Shares (a "distributor") should take into consideration the manufacturer's Target Market Assessments; however, a distributor subject to MiFID II Product Governance Requirements is responsible for undertaking its own target market assessment in respect of the Rights, the Warrants and the New Shares (by either adopting or refining the manufacturer's Target Market Assessments) and determining appropriate distribution channels.

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Warrants and the New Shares (as defined in the offering materials) may decline and investors could lose all or part of the Rights, the Warrants and the New Shares offer no guaranteed income and no capital protection; and an investment in the Rights, the Warrants and the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of invest in, or purchase, or take any other action whatsoever with respect to the Warrants and the New Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Warrants and the New Shares and determining appropriate distribution channels.

This publication may contain specific forward-looking statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the Company and those explicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. The Company assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.

Except as required by applicable law, the Company has no intention or obligation to updated or revise this publication or any parts thereof following the date hereof.

None of BNP PARIBAS, Intesa Sanpaolo S.p.A., Jefferies GmbH, J.P. Morgan SE e Mediobanca - Banca di Credito Finanziario S.p.A. International (the "Managers") or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or for any loss howsoever arising from any use of this announcement or its contents anising in connection therewith. Accordingly, each of the Managers and the foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or that they might otherwise be found to have in respect of this announcement and/or any such statement.

FINCANTIER

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The Managers are acting exclusively for Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering of the Rights, the Warrants and the New Shares, the Managers and any of their affiliates, may take up a portion of the Rights, the Warrants or the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references herein and in the Prospectus, once published, to the Rights, the Warrants and the New Shares being issued, offered, purchased, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, purchase, placing by, the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time acquire, hold or dispose of Rights, Warrants or New Shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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