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Fincantieri

AGM Information Mar 16, 2021

4085_10-k_2021-03-16_851586c0-a1d4-440b-b48e-d5241d68de22.pdf

AGM Information

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Informazione
Regolamentata n.
1616-12-2021
Data/Ora Ricezione
16 Marzo 2021
18:16:07
MTA
Societa' : FINCANTIERI
Identificativo
Informazione
Regolamentata
: 143628
Nome utilizzatore : FINCANTIERIN01 - Dado
Tipologia : REGEM
Data/Ora Ricezione : 16 Marzo 2021 18:16:07
Data/Ora Inizio
Diffusione presunta
: 16 Marzo 2021 18:16:08
Oggetto : 2021 Shareholders' Meeting FINCANTIERI Publication of the Annual
report 2020 and other documents for the
Testo del comunicato

Vedi allegato.

NOTICE OF PUBLICATION OF THE ANNUAL REPORT 2020, CONSOLIDATED NON-FINANCIAL STATEMENT AND OTHER DOCUMENTS FOR THE SHAREHOLDERS' MEETING ON APRIL 8, 2021

Trieste, March 16, 2021FINCANTIERI S.p.A. ("Fincantieri" or the "Company") informs that the Annual Report, containing Fincantieri Group Consolidated Financial Statements as at December 31, 2020, draft Financial Statements of Fincantieri as at December 31, 2020, Report on operations and the certifications pursuant to article 154-bis, paragraph 5 of the Legislative Decree No. 58 of February 24, 1998, as well as the Reports prepared by the external auditors and the Board of Statutory Auditors, are made available to the public at the Company's registered office, on the Company's website (www.fincantieri.com) in the sections "Investor Relations – Financial Statements" and "Ethics & Governance – Shareholders' Meeting – Shareholders' Meeting 2021" and on the website of the authorized storage mechanism "eMarket STORAGE" ().

The Statement of Non-Financial Information as at December 31, 2020, drafted in accordance with Legislative Decree No. 254 of December 30, 2016, the Report on Corporate Governance and Ownership Structure, drafted in accordance with article 123-bis of Legislative Decree No. 58 of February 24, 1998, the Report on the policy regarding remuneration and fees paid, drafted pursuant to article 123-ter of Legislative Decree No. 58 of February 24, 1998, are also made available to the public at the Company's registered office, on the Company's website (www.fincantieri.com) in the section "Ethics & Governance – Shareholders' Meeting – Shareholders' Meeting 2021" and on the website of the authorized storage mechanism "eMarket STORAGE" ().

The Company also informs that the Financial Statements and/or summary accounts of Fincantieri's subsidiaries and associates, as provided for by article 2429, paragraph 3 and 4, of the Italian Civil Code, and the accounting reports of the main Extra-UE subsidiaries drafted pursuant to article 15 of Consob "Market Regulation" No. 20249/2017 will be made available to the public, in accordance with laws and regulations in force.

The Company informs that, according to article 84-bis of Consob Regulation No.11971/1999 (the Issuers' Regulations), the tables containing information on the implementation status of the Performance Share Plan 2016-2018, approved by the Shareholders' Meeting of May 19, 2017, and the Performance Share Plan 2019-2021, approved by the Shareholders' Meeting of May 11, 2018, are published in the annex to this press release, drafted in accordance with diagram 7 of Annex 3A of the Issuers' Regulations. For information on the characteristics of the assigned instruments and

on the Performance Share Plans as a whole, please refer to the relevant informative documents available on the Company's website (www.fincantieri.com) in the sections "Ethics & Governance – Shareholders' Meeting archive – Shareholders' Meeting 2017" and "Ethics & Governance – Shareholders' Meeting archive – Shareholders' Meeting 2018"

Fincantieri is one of the world's largest shipbuilding groups, global Italian leader in cruise ship design, reference player in all high-tech shipbuilding industry sectors, from naval to offshore vessels, from high-complexity ferries to mega yachts, as well as production of systems and component equipment for mechanical and electrical segments, from cruise ship interiors solutions, electronic and software systems, to infrastructures and maritime constructions, as well as after-sales services. 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 over 20,000 employees.

* * *

The Group's clients include the biggest cruise operators, being exclusive supplier for the Italian Navy and reference partner for the US Navy, as well as numerous foreign navies. Fincantieri also plays a key role in some of the main European defence companies within supranational programs.

Fincantieri's main strategic leverage is expanding its competences and skills. This key element allows the company to successfully operate in its core business, as well as in different high value-added sectors and markets in terms of organizational structure, management of complexity, innovation, and sustainability.

www.fincantieri.com

* * *

FINCANTIERI – Media Relations

Press Office

Antonio Autorino Laura Calzolari Micaela Longo
Tel. +39 040 3192473 Tel. +39 040 3192527 Tel. +39 040 3192247
Mob. +39 335 7859027 Mob. +39 334 6587922 Mob. +39 366 6856280
[email protected] [email protected] [email protected]
Media Contents
Marco Cappeddu Cristiano Musella Emanuele Macaluso
Tel. +39 02 72491125 Tel. +39 040 3192225 Tel. +39 040 3192667
Mob. +39 342 5806290 Mob. +39 366 9254543 Mob. +39 344 2737019
[email protected] [email protected] [email protected]

FINCANTIERI – Investor Relations

Caterina Venier Romano Valentina Fantigrossi
Tel. +39 040 3192229 Tel. +39 040 3192243
[email protected] [email protected]
CHART 1
Plan for the granting of shares free of charge – "Performance Share Plan 2016-2018" (1st three-year Cycle 2016-2018, 2nd three-year Cycle 2017-2019 and 3
rd
three-year Cycle 2018-2020)
Section 1
Name and surname or
category
Office Shares relating to the plans, valid and approved on the basis of previous shareholders' meetings' resolutions
Date of the
Shareholders'
resolution (1)
Type of financial
instrument
Number of shares held at
the end of the previous
financial year
Maximum number of
Granted Shares
Grant Date Share purchase
price if applicable
Market price on
Grant Date
Vesting Period
Giuseppe Bono Chief Executive Officer
FINCANTIERI S.p.A.
19 May 2017 FINCANTIERI S.p.A. shares 2,572,497 2,909,305
st CYCLE (2016-2018)
1
15 December 2016 0.928 0.4245 - (2)
1,111,586 1,190,132
nd CYCLE (2017-2019)
2
25 July 2017 0.6175 1.0377 - (2)
0 919,788
rd CYCLE (2018-2020)
3
22 June 2018 N.A. 1.3427 - (2)
Alberto Maestrini FINCANTIERI S.p.A. shares 497,719 562,884
st CYCLE (2016-2018)
1
15 December 2016 0.928 0.4245 - (2)
General Manager
FINCANTIERI S.p.A.
19 May 2017 267,720 286,638
nd CYCLE (2017-2019)
2
25 July 2017 0.6175 1.0377 - (2)
0 266,314
rd CYCLE (2018-2020)
3
22 June 2018 N.A. 1.3427 - (2)
5 Executives with Strategic Responsibilities
in FINCANTIERI S.p.A.
8 Executives with Strategic Responsibilities
in FINCANTIERI S.p.A.
8 Executives with Strategic Responsibilities
in FINCANTIERI S.p.A.
19 May 2017 FINCANTIERI S.p.A. shares 1,632,453 1,340,007
st CYCLE (2016-2018)
1
15 December 2016 0.928 0.4245 - (2)
351,057 1,078,520
nd CYCLE (2017-2019)
2
25 July 2017 0.6175 1.0377 - (2)
0 978,784
rd CYCLE (2018-2020)
3
22 June 2018 N.A. 1.3427 - (2)
7 Key Executives
in FINCANTIERI S.p.A.
14 Key Executives
in FINCANTIERI S.p.A.
14 Key Executives
in FINCANTIERI S.p.A.
19 May 2017
19 May 2017
FINCANTIERI S.p.A. shares
FINCANTIERI S.p.A. shares
2,061,848 1,818,359
st CYCLE (2016-2018)
1
15 December 2016 0.928 0.4245 - (2)
785,057 1,313,867
nd CICLO (2017-2019)
2
25 July 2017 0.6175 1.0377 - (2)
0 1,154,068
rd CYCLE (2018-2020)
3
22 June 2018 N.A. 1.3427 - (2)
33 Other key resources
in FINCANTIERI S.p.A.
3,340,270 5,201,453
st CYCLE (2016-2018)
1
15 December 2016 0.928 0.4245 - (2)
26 Other key resources
in FINCANTIERI S.p.A.
2,306,930 1,552,761
nd CYCLE (2017-2019)
2
25 July 2017 0.6175 1.0377 - (2)
26 Other key resources
in FINCANTIERI S.p.A.
0 1,375,132
rd CYCLE (2018-2020)
3
22 June 2018 N.A. 1.3427 - (2)

(2) Pursuant to the Plan, the Vesting Period is the period that runs between the Entitlements Grant Date and the Date of Allotment of Shares to the Beneficiaries. That period is approximately three years but can be longer depending on the actual Allotment Date and Grant of the Shares with reference to each Plan Cycle.

(1) The date refers to the Shareholders' Meeting called to approve the Plan.

(5) Pursuant to the Plan, the Vesting Period is the period that runs between the Entitlements Grant Date and the Date of Allotment of Shares to the Beneficiaries. That period is approximately three years but can be longer depending on the actual Allotment Date and Grant of the Shares with reference to each Plan Cycle.

(3) With reference to the and 3rd cycle of the Plan, the Grant is envisaged to take place by 31 July 2021.

CHART 1
Plan for the granting of shares free of charge – "Performance Share Plan 2019-2021" (1st three-year Cycle 2019-2021 and 2nd three-year Cycle 2020-2022)
(1)
Section 2
Shares relating to the plans, valid and approved on the basis of previous shareholders' meetings' resolutions
Name and surname or
category
Office
Date of the
Shareholders'
resolution (2)
Type of financial
instrument
Number of shares
held at the end of
the previous
financial year
Maximum number of
Granted Shares
Grant Date (3) Share purchase
price if applicable
Market price on
Grant Date
Vesting Period
Giuseppe Bono Chief Executive Officer 11 May 2018 FINCANTIERI
S.p.A. shares
0 (4) 1,623,328
st cycle (2019-2021)
1
24 July 2019 N.A. 1.0095 - (5)
FINCANTIERI S.p.A. 0 (4) 2,742,973
nd cycle (2020-2022)
2
by 31 July 2020 N.A. 0.6119 - (5)
Alberto Maestrini General Manager
FINCANTIERI S.p.A.
11 May 2018 FINCANTIERI
S.p.A. shares
0 (4) 602,395
st cycle (2019-2021)
1
24 July 2019 N.A. 1.0095 - (5)
8 Executives with Strategic Responsibilities
in FINCANTIERI S.p.A.
FINCANTIERI 0 (4) 1,614,351
st cycle (2019-2021)
1
24 July 2019 N.A. 1.0095 - (5)
8 Executives with Strategic Responsibilities
in FINCANTIERI S.p.A.
11 May 2018 0 (4) 4,257,038
nd cycle (2020-2022)
2
by 31 July 2020 N.A. 0.6119 - (5)
14 Key Executives
in FINCANTIERI S.p.A.
FINCANTIERI
11 May 2018
0 (4) 2,613,969
stcycle (2019-2021)
1
24 July 2019 N.A. 1.0095 - (5)
12 Key Executives
in FINCANTIERI S.p.A.
S.p.A. shares 0 (4) 3,614,269
nd cycle (2020-2022)
2
by 31 July 2020 N.A. 0.6119 - (5)
41 Other key resources
in FINCANTIERI S.p.A.
FINCANTIERI 0 (4) 3,810,367
st cycle (2019-2021)
1
24 July 2019 N.A. 1.0095 - (5)
44 Other key resources
in FINCANTIERI S.p.A.
11 May 2018 S.p.A. shares 0 (4) 6,086,463
nd cyclle (2020-2022)
2
by 31 July 2020 N.A. 0.6119 - (5)

(2) The date refers to the Shareholders' Meeting called to approve the Plan.

(4) No valid shares, related to the plans approved on the basis of the 11 May 2018 Shareholders' Meetings resolutions, are held. For the other shareholdings see the Table in Section III of the Remuneration on the policy regarding remuneration and fees paid.

(1) The information on the 3rd Plan Cycle will be provided in compliance with the procedures and within the period specified in Article 84-bis (5)(A) of the Issuers' Regulations and, in any event, in the regulations from time to time in force.

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