Fincantieri

AGM Information • Apr 20, 2020

ORDINARY SHAREHOLDERS' MEETING 9 JUNE 2020

EXPLANATORY REPORT BY THE BOARD OF DIRECTORS ON THE FOURTH ITEM ON THE AGENDA

FOURTH ITEM ON THE AGENDA

FINCANTIERI S.p.A. Registered office Via Genova No. 1, Trieste Share Capital € 862,980,725.70 – fully paid up VAT No. 00629440322 Tax Code and Venezia Giulia Business Registry No. 00397130584 Trieste Economic and Administrative Index No. 89063

* * * * *

Explanatory Report drafted pursuant to Article 125-ter of Legislative Decree No. 58 dated 24 February 1998 ("Italian Consolidated Financial Act") and to Article 73 of Regulation issued by Consob by Resolution No. 11971 dated 14 May 1999 ("Issuers' Regulations")

POINT 4 OF THE AGENDA

Approval to purchase and dispose of the Company's treasury shares after revoking the previous approval resolved at the Ordinary Shareholders' Meeting of 5 April 2019. Related and consequent resolutions.

Dear Shareholders,

You have been convened in ordinary session, pursuant to Articles 2357 et seq. of the Italian Civil Code and 132 of the Italian Consolidated Financial Act, to discuss and resolve upon the proposal to authorise the purchase and disposal of the Company's treasury shares for the purposes and in accordance with the procedures and deadlines set forth below, subject to revocation of the prior authorisation resolved by the Ordinary Shareholders' Meeting of 5 April 2019.

In this regard, we remind you that the abovementioned meeting of 5 April 2019 vested the Board of Directors with the authorisation to purchase treasury shares for a period of 18 (eighteen) months from the date of the Shareholders' meeting, while the authorisation for disposal was conferred without time limits. The authorisation to purchase treasury shares will expire, therefore, on 5 October 2020.

We also remind you that Law Decree No. 23 of 8 April 2020 (the "Decree") prevents companies intending to benefit from the public guarantee provided for in Article 1 of that Decree from purchasing treasury shares during 2020.

Given the opportunity to renew the authorisation on the part of the Board of Directors to purchase treasury shares for a further period, in compliance with the Decree, we propose to revoke the existing authorisation, which has not been put to use thus far, and to resolve on a new authorisation to purchase and dispose of treasury shares under the terms outlined below.

Reasons for the authorisation proposal

The proposal to authorise the purchase and disposal of the Company's treasury shares is based on the view that the Board of Directors of FINCANTIERI S.p.A. ("Fincantieri" or the "Company") should be given the power to purchase and dispose of treasury shares in compliance with applicable regulatory provisions (including the provisions of the Decree) and in the manner set out below, for the following purposes:

• to facilitate share incentive schemes approved by the Company or by subsidiaries of the latter;
• to meet obligations deriving from debt instruments convertible into equity instruments;
• to take action to support market liquidity;
• to establish an inventory of securities for the sale, disposal and/or utilisation of treasury shares, in conformity with the Company's anticipated strategic lines, in the context of extraordinary transactions, including, for example, exchanges, barters, contributions or to service capital transactions or other corporate and/or financial transactions and/or other extraordinary transactions, e.g., acquisitions, mergers, demergers, issuance of convertible debenture loans, bonds, warrants, etc.;
• to conduct market operations based on a medium and long-term investment strategy, also in order to create durable investments or in the context of transactions associated with day-to-day management, or to reduce the average cost of the Company's share capital or take the opportunity to maximise share value based on favourable market trends.

Maximum number of shares involved in the authorisation proposal

At the date of this report the Company's share capital consists of 1,699,651,360 ordinary shares, without par value, for a total value of EUR 862,980,725.70 fully subscribed and paid up.

It is proposed, in this context, that the Shareholders' Meeting should authorise the purchase of treasury shares in one or more tranches, up to a maximum number that - taking into account the number of Fincantieri shares periodically held in the portfolio by the Company and its subsidiaries - does not in total exceed one fifth of the Company's share capital, pursuant to Article 2357, paragraph 3, of the Italian Civil Code or any other maximum ceiling provided for by applicable rules in force.

Pursuant to Article 2357, paragraph 1, of the Italian Civil Code, the purchase transactions will be carried out within the limits of distributable profits and available reserves as showed in the most recently approved financial statements.

The authorisation includes the power to dispose of all or some of the shares in the portfolio at a later stage, and on different occasions, even before the maximum quantity of purchasable shares has been used up and, potentially, to repurchase those shares up to the authorised limit of treasury shares that the Company and its subsidiaries can hold.

Further information useful for assessing compliance with Article 2357, paragraph 3, of the Italian Civil Code

At the date of this report, the Company holds 7,226,303 treasury shares, representing 0.42% of the shares comprising the share capital of the Company. The subsidiaries hold treasury shares of the Company. The subsidiaries will be given special instructions to ensure that they promptly notify any purchase of shares pursuant to Article 2359-bis of the Italian Civil Code, as well as within the limits and according to the conditions thereunder.

Period of validity of the authorisation sought

The authorisation to purchase treasury shares is requested for a period starting from 1 January 2021, or from the subsequent date on which the prohibition provided for in the Decree will cease, until 9 December 2021, the expiry date of the authorisation.

The Board of Directors may, within the period of validity of the authorisation granted, purchase shares on one or more occasions and at any time, in numbers and at times which it freely determines in compliance with applicable regulatory provisions, and in a progressive manner that accords with the Company's interest.

The authorisation for sale is requested without time constraints.

Minimum and maximum price

Purchases shall take place at a price that does not vary upwards or downwards by more than 10% over the reference price registered on the Electronic Stock Market (MTA) organised and managed by the Borsa Italiana S.p.A. (Italian Stock Exchange) in the trading session preceding each individual transaction.

Furthermore, purchases of treasury shares on the market shall comply with the terms, conditions and requirements provided under applicable laws as well as, if applicable, accepted market practices in force at the relevant time.

The sale or other forms of disposal of treasury shares will occur:

• if in cash, at a price no less than 10% below the reference price registered on the Electronic Stock Market organised and managed by the Borsa Italiana S.p.A. in the trading session preceding each individual transaction;
• if part of an extraordinary transaction including e.g. exchanges, barters, contributions or to service capital transactions or other corporate and/or financial transactions and/or other extraordinary transactions or any other non-cash disposal - according to economic terms and conditions which the Board of Directors will determine based on the nature and features of the transaction, also taking into account the market performance of Fincantieri stock;
• in relation to shares facilitating share incentive plans, based on the terms and conditions indicated by the regulations of those plans. For information on the Company's share incentive and retention plans called the "Performance Share Plan 2016-2018" and "Performance Share Plan 2019-2021", please refer to the respective explanatory reports drawn up pursuant to Article 114-bis of the Italian Consolidated Financial Act and Article 84-bis of the Issuers' Regulations, made available within the terms and with the procedures provided for by the regulations in force;

and, in any case, in accordance with the terms, conditions and requirements provided under applicable laws as well as, if applicable, accepted market practices at the relevant time.

Methods of purchasing and disposing of treasury shares

The purchase transactions will conform to the provisions of Article 132 of the Italian Consolidated Financial Act, Article 144-bis of the Issuers' Regulations and any other applicable laws as well as, if appropriate, accepted market practices at the relevant time.

The aforementioned operating procedures will not apply to purchases of treasury shares that are held by employees of the Company or of its subsidiaries and allotted or subscribed pursuant to Articles 2349 and 2441, paragraph 8, of the Italian Civil Code, or deriving from remuneration plans approved under Article 114-bis of the Italian Consolidated Financial Act. Shares under the share incentive plans will be allotted in accordance with the procedures and deadlines provided for by the regulations of the plans in question.

The shares may be disposed of, on one or more occasions, even before the quantity of purchasable treasury shares has been used up. The disposal may occur in the manner deemed in the Company's best interests and, in any case, in compliance with applicable laws as well as, if appropriate, accepted market practices at the relevant time.

Note that the purchase of treasury shares the subject of the aforementioned authorisation request is not made for the purpose of reducing the share capital.

* * * * *

In view of the foregoing, we hereby submit for your approval the following draft resolution:

"The Ordinary Shareholders' Meeting of Fincantieri S.p.A.,

• having examined the Board of Directors' Report drawn up pursuant to Article 125-ter of Legislative Decree No. 58 of 24 February 1998 and Article 73 of the Regulation adopted by CONSOB by Resolution No. 11971 of 14 May 1999, and in conformity with Annex 3A - Scheme 4 of those regulations and the Board of Directors proposal therein contained;
• in view of the provisions of Articles 2357 et seq. of the Italian Civil Code, of Article 132 of Legislative Decree No. 58 of 24 February 1998 and of Article 144-bis of the Regulation adopted by CONSOB by Resolution No. 11971 of 14 May 1999, and any other provision applicable,
• having considered the provision of Law Decree No. 23 of 8 April 2020,

resolves

• 1. to revoke the resolution authorising the purchase and the disposal of treasury shares adopted by the Ordinary Shareholders' Meeting of 5 April 2019;
• 2. to authorise the Board of Directors to purchase – on one or more occasions and for a period starting from 1 January 2021 (or from the different subsequent date on which the prohibition provided for in the special provisions issued to deal with the emergency resulting from COVID-19 will be lifted) until 9 December 2021, the expiry date of the authorisation, – ordinary shares of FINCANTIERI S.p.A., for the purposes referred to in the aforementioned Explanatory Report of the Board of Directors and subject to the limitations and conditions referred to in said report, which are deemed to be referenced herein in their entirety and, in particular, as specified below:
• the maximum number of shares for purchase is the maximum allowed by law;
• purchases shall be at a price that does not vary upwards or downwards by more than 10% over the reference price registered on the Electronic Stock Market organised and managed by Borsa Italiana S.p.A. (Italian Stock Exchange) in the trading session preceding each individual transaction. Furthermore, purchases of treasury shares on the market shall comply with the terms, conditions and requirements laid down by applicable laws as well as, if appropriate, accepted market practices at the relevant time;
• the purchase transactions will conform to the provisions of Article 132 of Legislative Decree No. 58 of 24 February 1998, Article 144-bis of the Regulation adopted by CONSOB by Resolution No. 11971 of 14 May 1999, and any other applicable laws as well as, if appropriate, accepted market practices at the relevant time;
• 3. to authorise the disposal of treasury shares in the Company's book, on one or more occasions and without time constraints and in the manner most in keeping with the Company's interests and in compliance with applicable regulatory provisions, for the purposes referred to in the Board of Directors' Explanatory Report and subject to the limitations and conditions referred to in said report, which are deemed to be referenced herein in their entirety and, in particular, as specified below:

• all or some of the shares acquired may be disposed of, on one or more occasions and without time constraints, even before the maximum quantity of shares purchased on foot of this resolution have been used up;

• if a disposal, and in particular a sale of treasury shares, is made in cash, then that disposal cannot be for a price less than 10% below the reference price registered on the Electronic Stock Market organised and managed by Borsa Italiana S.p.A. in the trading session preceding each individual transaction;

• if the shares are used in the context of extraordinary transactions including e.g. exchanges, barters, contributions or to service capital transactions or other corporate and/or financial transactions and/or other extraordinary transactions or any other non-cash disposal, then the Board of Directors will determine the economic terms and conditions of the transaction based on the nature and characteristics thereof, also taking into account the market performance of Fincantieri S.p.A. stock;
• the shares at the service of the share incentive plans will be assigned to the beneficiaries of the plans using the procedures and within the terms specified in the regulations of the plans themselves;

and, in any case, in accordance with the terms, conditions and requirements laid down by applicable laws as well as, if appropriate, accepted market practices at the relevant time, particularly if the shares are used to facilitate activities in support of market liquidity;

4. to grant the Board of Directors and, through it, the Chairman and the Chief Executive Officer, separately and with the power to sub-delegate, the widest powers necessary in order to concretely and fully implement the resolutions referred to in the preceding paragraphs and to brief the market of same, in accordance with applicable regulatory provisions, including EU provisions, and accepted market practices in force from time to time".

Trieste, 1 April 2020

For the Board of Directors The Chairman of the Board of Directors Giampiero Massolo