Fincantieri

Governance Information • Feb 26, 2025

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¹ Recommendation No. 23 of the Corporate Governance Code for Listed Companies (the "Code") stipulates that in companies other than those with concentrated ownership, the board of directors should, in view of each renewal of the board, set forth its guidelines on board composition deemed optimal, considering the outcome of the board evaluation. Although qualifying as a company with concentrated ownership, the Board of Directors, at the proposal of the Nomination Committee, voluntarily chose to comply with the aforementioned Recommendation.

CORPORATE GOVERNANCE

Approved by the Board of Directors on 20 February 2025

by Consob with its own regulation?. Ownership of the minimum shareholding required to submit slates must be proven in accordance with the procedures and by the deadline laid down by regulatory provisions applicable from time to time. Each slate must indicate at least two satisfy legally-required independence criteria, and must specify the names of those candidates and indicate one of the candidates in the first position on the slate. All candidates must meet the integrity requirements laid down by law and the By-laws. Slates presenting a number of candidates equal to or greater than three must include candidates of different genders, as specified in the notice of call of the meeting.

Together with each slate, the acceptance of the candidature must be filed together with the declarations attesting the causes of ineligibility and incompatibility, the existence of the prescribed requirements and any other information required by the applicable rules and regulations. Together with the declarations, a curriculum vitae is filed for each candidate regarding personal and professional characteristics with an indication of any suitability to qualify as independent, in accordance with the criteria set forth by law (pursuant to Article 148, paragraph 3, as referred to by Article 147-ter, paragraph 4, of Legislative Decree No. 58/1998 (the "Consolidated Law on Finance")), as well as any offices in board of directors and control bodies held in other companies.

2. Number of members of the new Board of Directors

With reference to corporate governance best practices, the number of Board members must be appropriate both to the size and complexity of companies and to the number and composition of board Committees. The correct size of the Board of Directors is also determined according to the structure of the board Committees and their composition, in order to avoid an excessive accumulation of offices for Directors and to ensure the adequate presence of Independent Directors.

In light of the experience gained in the last term of office and the results of the Board Evaluation, and considering the market trends, the Board deems that the following are appropriate:

• · the current number of Directors (ten);
• · the current ratio of Executive to Non-Executive Directors;
• · the current balance between Independent and Non-Independent directors.

3. Composition of the new Board of Directors

Diversity

Regarding the diversity of the corporate bodies, in accordance with the Code and the Bylaws, the Board hopes for a composition of the management body characterized by distinctive diversification in terms of gender, skills, professional background, and managerial and entrepreneurial experience, or experience in non-executive roles, preferably in listed companies of comparable complexity to Fincantieri.

Please note that, pursuant to Article 147-ter of the Consolidated Law on Finance, the least represented gender must obtain at least two-fifths of the elected members, rounded up to the next higher unit. Therefore, four out of ten Directors must belong to the least represented gender.

² By means of Executive Decision No. 123 of 28 January 2025, Consob established the minimum shareholding required for the submission of slates of candidates for the election of the board of directors and control bodies of listed companies whose financial year ends on 31 December 2024. Specifically, the quota set for Fincantieri is 1%.

CORPORATE GOVERNANCE

Approved by the Board of Directors on 20 February 2025

The Board hopes that in identifying candidates, in addition to gender diversification among the age groups of the Directors will also be ensured.

Integrity

All Fincantieri Directors must satisfy the integrity requirements provided for by the Consolidated Law on Finance and by associated implementing regulations, and also by any other regulatory provisions in force applicable to the Company's Directors.

Independence and benchmark

Pursuant to Article 147-ter of the Consolidated Law on Finance, at least two members of the Board of Directors, when it has over seven members, must satisfy the independence requirements required for Statutory Auditors by Article 148, paragraph 3, of the Consolidated Law on Finance.

Recommendation No. 5 of the Code recommends that in large companies with concentrated ownership, the Board of Directors shall be composed for at least one third by independent directors, meaning that they do not enter into, nor have recently had, even indirectly, relations with the issuer or with subjects related to the latter, such as to condition their current autonomy of judgment.

The Code also recommends that the number and competences of the independent directors should be adequate in relation to the needs of the company, the functioning of the Board of Directors, and the establishment of the board Committees.

Although Fincantieri does not qualify as a "large company" under the Code, it has voluntarily chosen to comply with the Code's recommendations for such companies.

Moreover, the Company qualifies as a "company with concentrated ownership" within the meaning of the Code in that Cassa Depositi e Prestiti S.p.A. indirectly holds the majority of the votes exercisable at the ordinary Shareholders' Meeting.

The Board hopes that the current balance between Independent and Non-independent Directors will be confirmed when identifying candidates.

The Company's Board of Directors has adopted the "Criteria for significant relationships and additional remuneration for assessing the independence of Directors and Statutory Auditors, under Article 2 of the Corporate Governance Code", in order to assess the circumstances that compromise, or appear to compromise, a Director's independence, in accordance with Article 2, Recommendation 7(c) and (d) of the Code.

In this regard, the Board assesses independence according to the principle of "substance over form" and bearing in mind that, normally, a director in the - non-exhaustive - circumstances described in Recommendation 7 of the Code does not appear independent.

With reference to significance, this includes commercial, financial or professional relationships with the Company or its subsidiaries, or with the relevant executive directors or top management, as well as with a party that, also jointly with others through a shareholders' agreement, controls the Company or, if the controlling party is a company or entity with the relevant executive directors or top management, from which the director receives an income that exceeds at least the annual remuneration due for the office of director or 5% of the average of the costs incurred by Fincantieri in the last 3 financial years in relations of the same commercial, financial or professional

CORPORATE GOVERNANCE

Approved by the Board of Directors on 20 February 2025

nature. In any event, the relationship will be deemed significant if the amount of the Director's remuneration exceeds Euro 200,000.00.

Competence

Pursuant to Article 19.4 of the By-laws, Directors must be selected using criteria of professional skills and competence, from among persons who have a total of at least three years' experience in:

• management or control activities, or management tasks in companies; or a)
• professional activities or academic positions in law, economics, finance or in technicalb) scientific areas related to or useful for business or corporate activities; or
• administrative/management/executive roles in public or government administrations or c) c entities operating in sectors related to the Company's sectors of activities, or in public or government administrations or entities operating in unrelated sectors on condition that the responsibilities in question involved the management of economic-financial resources.

Considering that the Board Evaluation highlighted the adequacy of the current Board's qualitative composition in terms of knowledge, skills, and breadth of professional profiles, the Board of Directors communicates its assessments to shareholders regarding the knowledge, skills, and experience it believes should characterize the optimal qualitative composition of the new Board, taking into account the differentiated contributions of each member, whether reconfirmed or new. The incumbent Directors emphasize, given the level of quality achieved by Fincantieri in governance practices, the importance of ensuring continuity in the work of the Board carried out during its term of office in order to promote stability and guarantee the continuity necessary for the implementation of strategic guidelines and operational and organizational projects, to achieve and consolidate results, and to meet the strategic and management objectives set out in Fincantieri's current business plan.

Directors must possess characteristics and aptitudes that allow them to participate effectively in the work of both the Board of Directors and the various board Committees, contributing to the debate and providing stimulus and discussion to management.

The Board suggests that, upon renewal, the presence of managerial, and/or academic/institutional profiles with experience, including international experience, in sectors comparable in complexity and size to those in which Fincantieri operates, should be maintained and strengthened.

In particular, they should:

• be individuals with professional and/or managerial profiles who bring a set of diverse and a) complementary skills and experiences, thereby contributing to the overall adequacy of the Board of Directors;
• b) possess adequate seniority, understood as proven experience in complex organizational contexts in business and/or professional fields; specifically, it will be a priority to ensure the presence of high-level managerial skills gained in companies of appropriate size and complexity;
• C) have gained experience on the boards of directors of companies, preferably listed companies and/or companies of appropriate size and complexity;
• possess a broad range of skills to ensure an adequate composition of the Board and its internal d) Committees;

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In particular, the guideline stipulates the following:

a) the acting Chief Executive Officer and the executive Directors (with specifically delegated management powers) of Fincantieri:

• (i) cannot in principle unless otherwise expressly and reasonably assessed by the Board hold any office as chief executive officer in the companies indicated in (a) above;
• (ii) can hold a maximum of 3 offices as director (executive with specific management powers or non-executive) and/or statutory auditor appointments in the companies indicated in (a) above;
• (iii) can hold a maximum of 5 offices as director (executive with specific management powers or non-executive) and/or statutory auditor in the companies indicated in (b) above. In the event that the aforesaid limit is reached, if the offices held also include that of executive director with specific management powers, the Board, taking into account the content of the powers assigned, is called upon to assess the commitment deriving from the role held in the companies referred to in points a) and b).

³ The Board of Directors of Fincantieri approved the following guideline on the limits and number of offices as directors or auditors of Directors in other "relevant companies" not belonging to the Group.

For these purposes, the companies relevant for the calculation of the accumulation of offices held in them are:

a) companies whose shares are listed on regulated markets, including foreign markets;

b) other companies, Italian or foreign, with shares not listed on regulated markets that have assets in excess of EUR 1,000 million and/or revenues in excess of EUR 1,700 million on the basis of their last approved financial statements (so-called large companies).

	Meetings year 2024	Average meetings in the three-year period 2022-2024	Average duration of meetings year 2024	Average meeting duration three years 2022- 2024
Board of Directors	20	15	1h30'	1h56'
Control Risk and Committee	11	10	1 h05'	1h05'
Control and Risk Committee as Related Transactions Party Committee	10	4	1 h	55'
Remuneration Committee	10	8	55'	1h05'
Nomination Committee	5	4	45'	40'
Sustainability Committee	9	9	1h35'	1h45'

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In any case, unless otherwise expressly warranted and justified by the Board, Fincantieri's CEO may not act as a director in any of the companies indicated in letter a) that do not belong to the Fincantieri Group and whose CEO is a Director of Fincantieri;

b) for Fincantieri's Directors other than the CEO and the executive Directors (with specifically delegated management powers), the number of offices held in the board of directors and control bodies of other companies referred to in letters a), b) and c) may not exceed 5.

In calculating the number of offices, offices held in direct and/or indirect subsidiaries or affiliates of Fincantieri are not taken into account. Moreover, if a Director holds offices in several companies from the same group, only one office within such group is taken into account for the purpose of calculating the number of offices.

CORPORATE GOVERNANCE

Approved by the Board of Directors on 20 February 2025

• have authority and credibility with Fincantieri's shareholders and stakeholders;
• be a guarantor of the various ethical and legal safeguards;
• have a recognised international and/or institutional standing and adequate knowledge of the geopolitical context in which Fincantieri operates;
• be capable of guaranteeing transparent and correct management of the functioning of the Board of Directors, foster the integration of the Directors' different skills and experience, ensure the relationship between executive and non-executive Directors according to their respective roles and prerogatives, as well as the dialogue with the control body and internal committees;
• be able to oversee compliance with corporate governance rules in order to ensure constant alignment with applicable laws and self-regulatory guidelines.

The Chief Executive Officer

The Chief Executive Officer should:

• be a person with full personal and professional authority, also at international level, to perform the office;
• have gained significant managerial experience, also in terms of entrepreneurship, in management positions of listed companies, of a size, complexity and internationality comparable to those of Fincantieri;
• have adequate expertise in business economics and strategy;
• have and be able to convey vision and strategic thinking at the top; .
• have developed adequate knowledge of the sector in which Fincantieri operates, or of sectors with similarities to it;
• have high qualities of undisputed leadership and management style oriented towards the . ability to create team spirit among employees.

4. Recommendation to shareholders

All candidates for the office of Director shall prepare a curriculum vitae at the time of their candidature, indicating their professional skills and distinctive knowledge and experience.

In greater detail:

• training (indicating both education and training plans followed);
• the professional skills acquired through practical experience, with an indication of the positions previously occupied, specifying sectors of operation and positions held, in particular for the performance of managerial activities, academic and/or consultancy activities and/or in institutions, any positions on boards and committees and/or councils.