Fincantieri

AGM Information • Apr 20, 2020

Informazione Regolamentata n. 1616-30-2020	Data/Ora Ricezione 20 Aprile 2020 18:41:05		MTA
Societa'	:	FINCANTIERI
Identificativo Informazione Regolamentata	:	131025
Nome utilizzatore	:	FINCANTIERIN01 - Dado
Tipologia	:	REGEM
Data/Ora Ricezione	:	20 Aprile 2020 18:41:05
Data/Ora Inizio Diffusione presunta	:	20 Aprile 2020 18:41:06
Oggetto	:	FINCANTIERI Notice of publication of Meeting and 2019 Financial and Non Financial Statements	documents regarding 2020 Shareholders'
Testo del comunicato

Vedi allegato.

NOTICE OF PUBLICATION OF DOCUMENTS – SHAREHOLDERS' MEETING JUNE 9, 2020, NOTICE OF PUBLICATION OF THE ANNUAL REPORT 2019 AND CONSOLIDATED NON-FINANCIAL STATEMENT 2019

Trieste, April 20, 2020 – FINCANTIERI S.p.A. ("Fincantieri" or "the Company") informs that today the following documents for the Shareholders' Meeting to be held on June 9, 2020 have been published:

• Notice of Call of the ordinary Shareholder's Meeting and Explanatory Reports by the Board of Directors concerning the topics on the agenda;
• Annual Report, containing Fincantieri Group Consolidated Financial Statements as at December 31, 2019, draft Financial Statements of Fincantieri as at December 31, 2019, 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;
• Statement of Non-Financial Information as at December 31, 2019, drafted in accordance with Legislative Decree No. 254 of December 30, 2016;
• Report on Corporate Governance and Ownership Structure, drafted in accordance with article 123-bis of Legislative Decree No. 58 of February 24, 1998;
• Report on the policy regarding remuneration and fees paid, drafted pursuant to article 123-ter of Legislative Decree No. 58 of February 24, 1998.

The above-mentioned documents are 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 2020" and on the website of the authorized storage mechanism "eMarket STORAGE (). The Annual Report is also available in the section "Investor Relations - Financial Statements" of the Company's website (www.fincantieri.com).

With reference to the Notice of Call, it is also noted that an abstract will be published tomorrow Tuesday, April 21, 2020, in the daily newspaper "Il Sole 24 Ore".

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 and number one for diversification and innovation. It is leader in cruise ship design and construction and a reference player in all high-tech shipbuilding industry sectors, from naval to offshore vessels, from high-complexity special vessels and ferries to mega yachts, as well as in ship repairs and conversions, production of systems and mechanical and electrical component equipment and after-sales services. With over 230 years of history and more than 7,000 vessels built, Fincantieri has always kept its management offices, as well as all the engineering and production skills, in Italy.

With over 8,900 employees in Italy and a supplier network that employs nearly 50,000 people, Fincantieri has enhanced a fragmented production capacity over several shipyards into strength, acquiring the widest portfolio of clients and products in the cruise segment. To hold its own in relation to competition and assert itself at global level, Fincantieri has broadened its product portfolio becoming world leader in the sectors in which it operates.

With globalization, the Group has around 20 shipyards in 4 continents, over 19,000 employees and is the leading Western shipbuilder. It has among its clients the world's major cruise operators, the Italian and the US Navy, in addition to several foreign navies, and it is partner of some of the main European defense companies within supranational programs. Fincantieri's business is widely diversified by end markets, geographical exposure and by client base, with revenue mainly generated from cruise ship, naval and Offshore and Specialized vessel construction. Compared with less diversified players, such diversification allows it to mitigate the effects of any fluctuations in demand on the end markets served. www.fincantieri.com

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FINCANTIERI S.p.A. – Media Relations

Tel. +39 040 3192473 Tel. +39 040 3192527 Tel. +39 040 3192225 Tel. +39 040 3192247 Mob. +39 335 7859027 Mob. +39 334 6587922 Mob. +39 366 9254543 Mob. +39 366 6856280 antonio.autorino@fincantieri.it laura.calzolari@fincantieri.it cristiano.musella@fincantieri.it micaela.longo@fincantieri.it

Antonio Autorino Laura Calzolari Cristiano Musella Micaela Longo

Emanuele Macaluso Tel. +39 040 3192667 Mob. +39 344 2737019 emanuele.macaluso@fincantieri.it

FINCANTIERI S.p.A. – Investor Relations

Giuseppe Dado Caterina Venier Romano Valentina Fantigrossi Tel. +39 040 3192355 Tel. +39 040 3192229 Tel. +39 040 3192243

giuseppe.dado@fincantieri.it caterina.venierromano@fincantieri.it valentina.fantigrossi@fincantieri.it

(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 or shorter depending on the actual Allotment Date and Grant of the Shares with reference to each Plan Cycle.

		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 3rd three year Cycle 2018-2020)
Name and surname or Office category		Section 1
		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		19-mag-17	FINCANTIERI S.p.A. shares	2,572,497	2,909,305 1st CYCLE (2016-2018)	15 December 2016	0.928	0.4245	- (2)
	Chief Executive Officer FINCANTIERI S.p.A.			0	1,190,132 2nd CYCLE (2017-2019)	25 July 2017	N.A.	1.0377	- (2)
				0	919,788 3rd CYCLE (2018-2020)	22 June 2018	N.A.	1.3427	- (2)
Alberto Maestrini		19-mag-17	FINCANTIERI S.p.A. shares	497.719	562,884 1st CYCLE (2016-2018)	15 December 2016	0.928	0.4245	- (2)
	General Manager FINCANTIERI S.p.A.			0	286,638 2nd CYCLE (2017-2019)	25 July 2017	N.A.	1.0377	- (2)
				0	266,314 3rd CYCLE (2018-2020)	22 June 2018	N.A.	1.3427	- (2)
5 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.		19-mag-17	FINCANTIERI S.p.A. shares	1,632,453	1,340,007 1st CYCLE (2016-2018)	15 December 2016	0.928	0.4245	- (2)
8 Executives with Strategic Responsibilities in FINCANTIERI S.p.A. 8 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.	0			1,078,520 2nd CYCLE (2017-2019)	25 July 2017	N.A.	1.0377	- (2)
	0			978,784 3rd CYCLE (2018-2020)	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-mag-17	FINCANTIERI S.p.A. shares	2,061,848	1,818,359 1st CYCLE (2016-2018)	15 December 2016	0.928	0.4245	- (2)
			0	1,313,867 2° CICLO (2017-2019)	25 July 2017	N.A.	1.0377	- (2)
			0	1,154,068 3rd CYCLE (2018-2020)	22 June 2018	N.A.	1.3427	- (2)
33 other key resources in FINCANTIERI S.p.A. 26 other key resources in FINCANTIERI S.p.A. 26 other key resources in FINCANTIERI S.p.A.		19-mag-17	FINCANTIERI S.p.A. shares	3,340,270	5,201,453 1st CYCLE (2016-2018)	15 December 2016	0.928	0.4245	- (2)
				0	1,552,761 2nd CYCLE (2017-2019)	25 July 2017	N.A.	1.0377	- (2)
				0	1,375,132 3rd CYCLE (2018-2020)	22 June 2018	N.A.	1.3427	- (2)

(1) 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 Report.

(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 or shorter depending on the actual Allotment Date and Grant of the Shares with reference to each Plan Cycle.

			CHART 1
Name and surname or category	Office		Plan for the granting of shares free of charge – "Performance Share Plan 2019-2021" (1st three-year Cycle 2019-2021) (1) Section 1
			Shares relating to the plans, valid and approved on the basis of previous shareholders' meetings' resolutions
		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 FINCANTIERI S.p.A.	11-mag-18	FINCANTIERI S.p.A. shares	0 (4)	1,623,328	24 July 2019	N.A.	1.0095	- (5)
Alberto Maestrini	General Manager FINCANTIERI S.p.A.	11-mag-18	FINCANTIERI S.p.A. shares	0 (4)	602,395	24 July 2019	N.A.	1.0095	- (5)
8 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.		11-mag-18	FINCANTIERI S.p.A. shares	0 (4)	1,614,351	24 July 2019	N.A.	1.0095	- (5)
14 Key Executives in FINCANTIERI S.p.A.		11-mag-18	FINCANTIERI S.p.A. shares	0 (4)	2,613,969	24 July 2019	N.A.	1.0095	- (5)
41 other key resources in FINCANTIERI S.p.A.		11-mag-18	FINCANTIERI S.p.A. shares	0 (4)	3,810,367	24 July 2019	N.A.	1.0095	- (5)

(3) With reference to the 2nd and 3rd cycle of the Plan, the Grant is envisaged to take place by 31 July 2020 and by 31 July 2021, respectively.

(1) The information on the 2nd and 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.

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