Fincantieri

AGM Information • Apr 6, 2018

Informazione Regolamentata n. 1616-22-2018	Data/Ora Ricezione 06 Aprile 2018 18:34:06		MTA
Societa'	:	FINCANTIERI
Identificativo Informazione Regolamentata	:	101836
Nome utilizzatore	:	FINCANTIERIN01 - Pasanisi
Tipologia	:	REGEM
Data/Ora Ricezione	:	06 Aprile 2018 18:34:06
Data/Ora Inizio Diffusione presunta	:	06 Aprile 2018 18:34:07
Oggetto	:	FINCANTIERI Notice of publication of the Annual report 2017 and other documents for the Shareholders meeting on May 11, 2018
Testo del comunicato

Vedi allegato.

NOTICE OF PUBLICATION OF THE ANNUAL REPORT 2017, CONSOLIDATED NON-FINANCIAL STATEMENT AND OTHER DOCUMENTS FOR THE SHAREHOLDERS' MEETING ON MAY 11, 2018

Trieste, April 6, 2018 – FINCANTIERI S.p.A. ("Fincantieri" or "the Company"") informs that the Annual Report, containing Fincantieri Group Consolidated Financial Statements at December 31, 2017, draft Financial Statements of Fincantieri at December 31, 2017, Report on operations and the certifications pursuant to article 154-bis, paragraph 5 of the Legislative Decree 58/1998 (TUF), as well as the Reports prepared by the Independent 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 section "Investor Relations - Financial Statements" and "Corporate Governance – Shareholders' Meeting – Shareholders' Meeting 2018" and on the website of the authorized storage mechanism "eMarket STORAGE" ().

The Statement of Non-Financial Information as at 31 December 2017, drafted in accordance with Legislative Decree No. 254 of 30 December 2016, the Report on Corporate Governance and Ownership Structure drafted in accordance to article 123-bis of Legislative Decree 58/1998 (TUF), the Remuneration Report drafted pursuant to article 123-ter of Legislative Decree 58/1998 (TUF), the information document related to the Performance Share Plan 2019-2021 and the Explanatory Reports by the Board of Directors on the items of the agenda of the ordinary Shareholders' meeting regarding (i) the approval of the financial statements 2017 of FINCANTIERI S.p.A., (ii) the allocation of the financial year's profits and dividend distribution; (iii) the approval of Performance Share Plan 2019-2021, (iv) the approval to purchase and dispose of Company's treasury shares after revoking the previous approval; (v) the Remuneration Report, are also made available to the public at the Company's registered office on the Company's website (www.fincantieri.com) in the section "Governance – Shareholders' Meeting – Shareholders' Meeting 2018" and on the website of the authorized storage mechanism "eMarket-STORAGE" ().

The Explanatory Report by the Board of Directors on the item of the agenda of the extraordinary meeting regarding the issuance of a maximum of 25,000,000 ordinary shares without nominal value and having the same characteristics as those in circulation, for the purposes of the Performance Share Plan 2019-2021, to be attributed to the management of Fincantieri and/or its subsidiaries according to Article 2349 of the Italian Civil Code, is made available to the public in the same way.

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 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 table containing information on the implementation status of the Performance Share Plan 2016-2018, approved by the Shareholders' meeting of May 19, 2017, is published in the annex to this press release, drafted in accordance with diagram 7 of Annex 3A of the Issuers' Regulations.

It should be noted that this table is also attached to the information document on the Performance Share Plan 2019-2021 available on the Company's website (www.fincantieri.com) in the section "Governance – Shareholders' Meeting – Shareholders' Meeting 2018". For information on the characteristics of the assigned instruments and on the Performance Share Plan 2016-2018 as a whole, refer to the relevant informative document available on the Company's website (www.fincantieri.com) in the section "Governance – Shareholders' meeting archive - Shareholders' meeting 2017".

* * *

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

* * *

FINCANTIERI S.p.A. – Media Relations

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 S.p.A. – Investor Relations

emanuele.macaluso@fincantieri.it

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

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

(1) 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.

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

(3) It is specified that the number of shares indicated in Table 3A of the Report on Remuneration are calculated at target.

(4) With reference to the 3rd cycle of the Plan, the Grant is envisaged to take place by 31 July 2018.

(5) No valid shares relative to the plans approved on the basis of previous shareholders' meetings resolutions are held. For the other shareholdings see Table in Section III of the Remuneration Report.

(6) It is specified that the Remuneration Committee which proposed the number of entitlements to grant met on 15 December 2016, and on the same date the Board of Directors resolved the maximum number to grant.

			CHART 1
			Plan for the granting of shares free of charge – "Performance Share Plan 2016-2018" (1st three-year Cycle 2016-2018) and (2nd second three-year Cycle 2017-2019)(1)
Name and surname or category	Office		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 (3)	Grant Date (4)	Share purchase price if applicable	Market price on Grant Date	Vesting period
Chief Executive Officer Giuseppe Bono FINCANTIERI S.p.A.	19 May 2017	FINCANTIERI S.p.A. shares	0 5	2,909,305 1st cycle (2016- 2018)	15 December 20166	N.A.	0.4245	-8
			0 5	1,190,132 2nd cycle (2017- 2019)	25 July 2017 7	N.A.	1,0377	-8
General Manager Alberto Maestrini FINCANTIERI S.p.A.	19 May 2017	FINCANTIERI S.p.A. shares	0 5	562,884 1st cycle (2016- 2018)	15 December 2016 6	N.A.	0.4245	-8
			0 5	286,638 2nd cycle (2017- 2019)	25 July 2017 7	N.A.	1,0377	-8
5 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.		19 May 2017	FINCANTIERI S.p.A. shares	0 5	1,340,007 1st cycle (2016- 2018)	15 December 2016 6	N.A.	0.4245	-8
8 Executives with Strategic Responsibilities of FINCANTIERI S.p.A.				0 5	1,078,520 2nd cycle (2017- 2019)	25 July 2017 7	N.A.	1,0377	-8
7 Key Executives in FINCANTIERI S.p.A.		19 May 2017	FINCANTIERI S.p.A.	0 5	1,818,359 1st cycle (2016- 2018)	15 December 2016 6	N.A.	0.4245	-8
	14 Key Executives of FINCANTIERI S.p.A.		shares	0 5	1,313,867 2nd cycle (2017- 2019)	25 July 2017 7	N.A.	1,0377	-8
	33 other key resources of FINCANTIERI S.p.A. 19 May 2017 26 other key resources of FINCANTIERI S.p.A.		FINCANTIERI S.p.A. shares	0 5	5,201,453 1st cycle (2016- 2018)	15 December 2016 6	N.A.	0.4245	-8
				0 5	1,552,761 2nd cycle (2017- 2019)	25 July 2017 7	N.A.	1,0377	-8

(8) Pursuant to the Plan, the Vesting Period is the period which 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

(7) It is specified that the Remuneration Committee which proposed the number of entitlements to grant met on 20 July 2017. The Board of Directors which resolved the maximum number of shares to grant met on 25 July 2017.