Fincantieri

AGM Information • May 11, 2018

Informazione Regolamentata n. 1616-32-2018		Data/Ora Ricezione 11 Maggio 2018 13:02:51	MTA
Societa'	:	FINCANTIERI
Identificativo Informazione Regolamentata	:	103652
Nome utilizzatore	:	FINCANTIERIN01 - Pasanisi
Tipologia	:	REGEM
Data/Ora Ricezione	:	11 Maggio 2018 13:02:51
Data/Ora Inizio Diffusione presunta	:	11 Maggio 2018 13:02:52
Oggetto	:	FINCANTIERI Shareholders' Meeting approves 2017 Financial Statements
Testo del comunicato

Vedi allegato.

FINCANTIERI: SHAREHOLDERS' MEETING APPROVES 2017 FINANCIAL STATEMENTS

• 2017 Financial statements approved
• Dividend distribution of euro 0.01 approved
• Performance Share Plan 2019-2021 approved
• Purchase and disposal of treasury shares approved, to the extent that it has not already been used, following the expiry of the previous authorization granted by the Shareholder's Meeting on May 19, 2017
• First Section of the Remuneration report pursuant to Article 123-ter, comma 3, of TUF approved
• Authorization of the issuance of maximum 25,000,000 ordinary shares without nominal value, having the same characteristics as the outstanding ordinary shares, to service the Performance Share Plan 2019-2021 to be attributed to the management of the Company and/or its subsidiaries

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Trieste, May, 11 2018 – FINCANTIERI S.p.A. ("Fincantieri" or the "Company") ordinary and extraordinary Shareholders' Meeting was held today on a single call.

APPROVAL OF 2017 FINANCIAL STATEMENTS

The ordinary Shareholders' Meeting resolved to approve the financial statements of FINCANTIERI S.p.A. at December 31, 2017, that closed with a profit of euro 119,271,716.26.

APPROVAL OF THE ALLOCATION OF THE PROFIT AND DIVIDEND DISTRIBUTION

The ordinary Shareholders' Meeting resolved the allocation of the net profit, which was euro 119,271,716.26, as following:

• a) for 5% of net profit to the Legal reserve
• b) a dividend of euro 0.01 to be paid to all shares outstanding at the date the shares trade exdividend (May 21, 2018), excluding those in treasury stock at the same date. The total amount of dividend distribution, considering shares outstanding at March 27, 2018 (1,687,412,180), is estimated to be of euro 16,874,121.80
• c) and for remaining portion to the Extraordinary reserve.

The ordinary Shareholders' Meeting also resolved the payment, gross of legal withholdings, of a dividend of euro 0.01 per share from May 23, 2018, with the coupon n.1 payment on May 21, 2018 (date of legitimation of dividend payment) and a record date of May 22, 2018.

APPROVAL OF THE PERFORMANCE SHARE PLAN 2019-2021

The ordinary Shareholders' Meeting also resolved to approve the Performance Share Plan 2019-2021 for Fincantieri management and/or its subsidiaries as described in the Information Document prepared in accordance to Article 114-bis Italian Consolidated Financial Act ("TUF") and Article 84-bis of Consob Regulation No. 11971 of May 14, 1999 ("Regolamento Emittenti").

APPROVAL TO THE PURCHASE AND DISPOSAL OF THE COMPANY'S TREASURY SHARES

The ordinary Shareholders' Meeting resolved to approve the proposal for the authorization to purchase and dispose of treasury shares, to the extent that it has not already been used, following the expiry of the previous authorization granted by the Shareholder's Meeting on May 19, 2017, for the purposes described in the Explanatory Report by the Board of Directors in accordance with Article 73 of Consob Regulation No. 11971 of May 14, 1999 ("Regolamento Emittenti"). The purchase of treasury shares is authorized for a period of 18 months from the date of the Shareholders' Meeting resolution and for a maximum amount of shares not exceeding one fifth of the share capital of the Company. The authorization for the disposal of treasury shares is authorized without time limits.

The purchase and disposal of such shares shall be carried out in accordance with the terms and conditions defined by the applicable domestic and European regulations and accepted market practice. In particular, the share purchases shall be made at a price within a range of +10%/ -10% of the reference share price recorded on the Italian stock market (Mercato Telematico Azionario - MTA) organized and managed by Borsa Italiana S.p.A on the trading session preceding each single transaction.

REMUNERATION REPORT

The ordinary Shareholders' Meeting also resolved to approve the first section of the Remuneration report pursuant to Article 123-ter, comma 3 of TUF, which sets out the Company's policy on the remuneration of Directors, Executives with strategic responsibilities and Key executives, as well as the procedures used to adopt and implement such policy.

AUTHORIZATION OF THE ISSUANCE OF ORDINARY SHARES WITHOUT NOMINAL VALUE IN RELATION TO THE PERFORMANCE SHARE PLAN 2019-2021

The extraordinary Shareholders' Meeting resolved to approve the issuance in one or more tranches, according to Article 2349 of the Italian Civil Code, of up to 25,000,000 ordinary shares without nominal value and by December 31, 2024. In connection with the Performance Share Plan 2019-2021, the shares can be transferred, for free and without any increase of the share capital, to the top managers of Fincantieri and/or its subsidiaries .

The Shareholders' Meeting also resolved upon the corresponding amendment of the By-Laws.

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Pursuant to Article 125-quarter of the Consolidated Financial Act, the summary of voting of the ordinary and extraordinary Shareholders' Meeting will be made available to the public on the webpage (www.fincantieri.com) within the prescribed term of five days from the Meeting.

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The Manager Responsible for Preparing Financial Reports, Carlo Gainelli, declares, pursuant to paragraph 2 of article 154-bis of Legislative Decree No. 58 dated 24 February 1998, that the accounting information contained in this press release corresponds to the underlying accounting books and records.

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DISCLAIMER

Forecast data and information must be regarded as forward-looking statements and therefore, not being based on simple historical facts, contain, by their nature, an element of risk and uncertainty because they also depend on the occurrence of future events and developments outside the Company's control. Actual results could therefore be materially different from those expressed in forward-looking statements. Forward-looking statements refer to the information available at the date of their publication; Fincantieri S.p.A. reserves the right to communicate any changes in its forward-looking data and information within the time and in the manner required by law.

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Fincantieri is one of the world's largest shipbuilding groups and number one by diversification and innovation. It is leader in cruise ship design and construction and a reference player in all high-tech shipbuilding industry's sectors, from naval to offshore vessels, from high-complexity special vessels and ferries to mega-yachts, ship repairs and conversions, systems and components production and after-sales services.

Headquartered in Trieste (Italy), the Group has built more than 7,000 vessels in over 230 years of maritime history. With more than 19,500 employees, of whom more than 8,300 in Italy, 20 shipyards in 4 continents, today Fincantieri is the leading Western shipbuilder. It has among its clients the major cruise operators, the Italian and the U.S. Navy, in addition to several foreign navies, and it is partner of some of the main European defense companies within supranational programmes.

www.fincantieri.com

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FINCANTIERI S.p.A. – Media Relations

Emanuele Macaluso Tel. +39 040 3192667 Mob. +39 344 2737019

Antonio Autorino Laura Calzolari Cristiano Musella Micaela Longo 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

emanuele.macaluso@fincantieri.it

FINCANTIERI S.p.A. – Investor Relations

Cristiano Pasanisi Matteo David Masi Alberta Michelazzi Tel. +39 040 3192375 Tel. +39 040 3192334 Tel. +39 040 3192497 cristiano.pasanisi@fincantieri.it MatteoDavid.Masi@fincantieri.it alberta.michelazzi@fincantieri.it