Fincantieri

AGM Information • Apr 5, 2022

Informazione Regolamentata n. 1616-12-2022		Data/Ora Ricezione 05 Aprile 2022 19:54:35	Euronext Milan
Societa'	:	FINCANTIERI
Identificativo Informazione Regolamentata	:	159907
Nome utilizzatore	:	FINCANTIERIN05 - Dado
Tipologia	:	REGEM
Data/Ora Ricezione	:	05 Aprile 2022 19:54:35
Data/Ora Inizio Diffusione presunta	:	05 Aprile 2022 19:54:36
Oggetto	:	2021 Financial and Non-Financial Statement	FINCANTIERI Publication of documents regarding 2022 Shareholders' Meeting and
Testo del comunicato

Vedi allegato.

NOTICE OF PUBLICATION OF DOCUMENTS – SHAREHOLDERS' MEETING MAY 16, 2022, NOTICE OF PUBLICATION OF THE ANNUAL REPORT 2021 AND CONSOLIDATED NON-FINANCIAL STATEMENT 2021

Trieste, April 5, 2022 – FINCANTIERI S.p.A. ("Fincantieri" or the "Company") informs that today the Shareholders' Meeting of Fincantieri was called, in ordinary session, on May 16, 2022, in single call, at 10:30 a.m., in Trieste, at the registered office of the Company at Via Genova 1 and the related following documents have been published:

• notice of call of the ordinary Shareholder's Meeting, appointed representative proxy forms pursuant to Article 135-novies and Article 135-undecies of the Legislative Decree No. 58 of February 24, 1998 (the "Italian Consolidated Financial Act") and information on the Company's share capital;
• explanatory reports by the Board of Directors concerning all the topics on the agenda;
• annual report, containing Fincantieri Group Consolidated Financial Statements as at December 31, 2021, draft Financial Statements of Fincantieri as at December 31, 2021, Report on operations and the certifications pursuant to Article 154-bis, paragraph 5 of the Italian Consolidated Financial Act, 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, 2021, 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 the Italian Consolidated Financial Act;
• report on the policy regarding remuneration and fees paid, drafted pursuant to Article 123 ter of the Italian Consolidated Financial Act.

The above-mentioned documents are available to the public at the Company's registered office in Trieste, Via Genova 1, on the Company's website (www.fincantieri.com) in the section "Ethics & Governance – Shareholders' Meeting – Shareholders' Meeting 2022" 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).

The annual report is made available to the public in the European Single Electronic Format (ESEF) pursuant to Delegated Regulation (EU) 2019/815 and in PDF format on a voluntary basis.

With reference to the notice of call, it is also noted that an abstract will be published on April 6, 2022, in the daily newspaper "Il Sole 24 Ore".

The Company also informs that the financial statements and/or summary schedules of Fincantieri's subsidiaries and affiliates pursuant to Article 2429, paragraphs 3 and 4 of the Italian Civil Code, as well as the financial statements of significant non-EU subsidiaries prepared pursuant to Article 15 of Consob "Market Regulations" No. 20249/2017, will be made available to the public in the manner and by the dates required by law.

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 of 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, the only one active in all high-tech marine industry sectors. It is leader in the construction and transformation of cruise, naval and oil & gas and wind offshore vessels, as well as in the production of systems and component equipment, after-sales services and marine interiors solutions. Thanks to the expertise developed in the management of complex projects, the Group boasts first-class references in infrastructures, and is a reference player in digital technologies and cybersecurity, electronics and advanced systems. With over 230 years of history and more than 7,000 ships built, Fincantieri maintains its know-how, expertise and management centres in Italy, here employing 10,000 workers and creating around 90,000 jobs, which double worldwide thanks to a production network of 18 shipyards operating in four continents and with over 20,000 employees.

* * *

www.fincantieri.com

* * *

FINCANTIERI Press Office Investor Relations Tel. +39 040 3192473 Tel. +39 040 3192111

press.office@fincantieri.it investor.relations@fincantieri.it

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)
			Section 1
Name and surname or category	Office		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	Chief Executive Officer FINCANTIERI S.p.A.	19 May 2017	FINCANTIERI S.p.A. shares	2,572,497	2,909,305 st CYCLE (2016-2018) 1	15 December 2016	0.928	0.4245	- (2)
				1,111,586	1,190,132 nd CYCLE (2017-2019) 2	25 July 2017	0.6175	1.0377	- (2)
				609,431	919,788 rd CYCLE (2018-2020) 3	22 June 2018	0.754	1.3427	- (2)
Fabio Gallia	General Manager FINCANTIERI S.p.A.	-	-	-	-	-	-	-	-
				-	-	-	-	-	-
				-	-	-	-	-	-
5 Executives with Strategic Responsibilities in FINCANTIERI S.p.A. 8 Executives with Strategic Responsibilities in FINCANTIERI S.p.A. 8 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.		19 May 2017	FINCANTIERI S.p.A. shares	1,632,453	1,340,007 st CYCLE (2016-2018) 1	15 December 2016	0.928	0.4245	- (2)
				351,057	1,078,520 nd CYCLE (2017-2019) 2	25 July 2017	0.6175	1.0377	- (2)
				434,898	978,784 rd CYCLE (2018-2020) 3	22 June 2018	0.754	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 May 2017	FINCANTIERI S.p.A. shares	2,061,848	1,818,359 st CYCLE (2016-2018) 1	15 December 2016	0.928	0.4245	- (2)
				785,057	1,313,867 nd CICLO (2017-2019) 2	25 July 2017	0.6175	1.0377	- (2)
				706,694	1,154,068 rd CYCLE (2018-2020) 3	22 June 2018	0.754	1.3427	- (2)
33 Other key resources in FINCANTIERI S.p.A.			FINCANTIERI S.p.A. shares	3,340,270	5,201,453 st CYCLE (2016-2018) 1	15 December 2016	0.928	0.4245	- (2)
26 Other key resources in FINCANTIERI S.p.A.		19 May 2017		2,306,930	1,552,761 nd CYCLE (2017-2019) 2	25 July 2017	0.6175	1.0377	- (2)
26 Other key resources in FINCANTIERI S.p.A.				859,800	1,375,132 rd CYCLE (2018-2020) 3	22 June 2018	0.754	1.3427	- (2)

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

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

(3) 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 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 2019-2021" (1st three-year Cycle 2019-2021, 2nd three-year Cycle 2020-2022 and 3nd three year Cycle 2021-2023)
Name and surname or category	Office		Section 2 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		11 May 2018	FINCANTIERI S.p.A. shares	0 (2)	1,623,328 st cycle (2019-2021) 1	24 July 2019	N.A.	1.0095	- (3)
	Chief Executive Officer FINCANTIERI S.p.A.			0 (2)	2,742,973 nd cycle (2020-2022) 2	30 July 2020	N.A.	0.6119	- (3)
				0 (2)	2,103,817 3nd cycle (2021-2023)	10 June 2021	N.A.	0.7978	- (3)
Fabio Gallia	General Manager FINCANTIERI S.p.A.	11 May 2018	FINCANTIERI S.p.A. shares	0 (2)	1,161,005 3nd cycle (2021-2023)	10 June 2021	N.A.	0.7978	- (3)
	8 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.	11 May 2018	FINCANTIERI S.p.A. shares	0 (2)	1,614,351 st cycle (2019-2021) 1	24 July 2019	N.A.	1.0095	- (3)
	8 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.			0 (2)	4,257,038 nd cycle (2020-2022) 2	30 July 2020	N.A.	0.6119	- (3)
	8 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.			0 (2)	3,245,820 3nd cycle (2021-2023)	10 June 2021	N.A.	0.7978	- (3)
	14 Key Executives in FINCANTIERI S.p.A.			0 (2)	2,613,969 stcycle (2019-2021) 1	24 July 2019	N.A.	1.0095	- (3)
	12 Key Executives in FINCANTIERI S.p.A.	11 May 2018	FINCANTIERI S.p.A. shares	0 (2)	3,614,269 nd cycle (2020-2022) 2	30 July 2020	N.A.	0.6119	- (3)
	11 Key Executives in FINCANTIERI S.p.A.			0 (2)	2,715,721 3nd cycle (2021-2023)	10 June 2021	N.A.	0.7978	- (3)
41 Other key resources in FINCANTIERI S.p.A. 44 Other key resources in FINCANTIERI S.p.A.		11 May 2018	FINCANTIERI S.p.A. shares	0 (2)	3,810,367 st cycle (2019-2021) 1	24 July 2019	N.A.	1.0095	- (3)
				0 (2)	6,086,463 nd cycle (2020-2022) 2	30 July 2020	N.A.	0.6119	- (3)
	46 Other key resources in FINCANTIERI S.p.A.			0 (2)	5,467,709 3nd cycle (2021-2023)	10 June 2021	N.A.	0.7978	- (3)

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

(2) 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 on the policy regarding remuneration and fees paid.