Fincantieri

AGM Information • Apr 5, 2023

Informazione Regolamentata n. 1616-18-2023		Data/Ora Ricezione 05 Aprile 2023 15:22:37	Euronext Milan
Societa'	:	FINCANTIERI
Identificativo Informazione Regolamentata	:	174791
Nome utilizzatore	:	FINCANTIERIN05 - Dado
Tipologia	:	REGEM
Data/Ora Ricezione	:	05 Aprile 2023 15:22:37
Data/Ora Inizio Diffusione presunta	:	05 Aprile 2023 15:22:38
Oggetto	:	documents	FINCANTIERI Publication of 2022 Financial and Non-Financial Statements and other
Testo del comunicato

Vedi allegato.

NOTICE OF PUBLICATION OF THE ANNUAL REPORT AS AT DECEMBER 31, 2022, CONSOLIDATED NON-FINANCIAL STATEMENT AS AT DECEMBER 31, 2022 AND OTHER DOCUMENTS

Trieste, April 5, 2023 – FINCANTIERI S.p.A. ("Fincantieri" or the "Company") informs that the following documents are available to the public at the Company's registered office, on the Company's website (www.fincantieri.com) in the sections mentioned below and on the website of the authorized storage mechanism "eMarket STORAGE" ():

• the annual report, containing Fincantieri Group consolidated financial statements as at December 31, 2022, draft financial statements of Fincantieri as at December 31, 2022, report on operations and the certifications pursuant to Article 154-bis, paragraph 5 of the Legislative Decree No. 58 of February 24, 1998 (the "Italian Consolidated Financial Act"), as well as the reports prepared by the external auditors and the Board of Statutory Auditors (section "Investor Relations – Financial Statements" of the Company's website);
• the statement of non-financial information as at December 31, 2022, drafted in accordance with Legislative Decree No. 254 of December 30, 2016 (section "Investor Relations – Financial Statements" of the Company's website);
• the report on corporate governance and ownership structure, drafted in accordance with Article 123-bis of the Italian Consolidated Financial Act (section "Governance and Ethics – Corporate Governance System – Corporate Governance Reports" of the Company's website);
• the report on the policy regarding remuneration and fees paid, drafted pursuant to Article 123-ter of the Italian Consolidated Financial Act (section "Governance and Ethics – Remuneration" of the Company's website).

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.

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 Regulations No. 20249 of December 28, 2017 (the "Market Regulations"), 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 of May 14, 1999 (the "Issuers' Regulations"), the tables containing information on the implementation status of

the Performance Share Plan 2019-2021, approved by the Shareholders' Meeting of May 11, 2018 and of the Performance Share Plan 2022-2024, approved by the Shareholders' Meeting of April 8, 2021, drafted in accordance with diagram 7 of Annex 3A of the Issuers' Regulations, are published in the annex to this press release. For information on the characteristics of the assigned instruments and on the Performance Share Plans as a whole, please refer to the relevant information documents available on the Company's website (www.fincantieri.com) in the sections "Governance and Ethics – Shareholders' Meeting archive – Shareholders' Meeting 2018" and "Governance and Ethics – Shareholders' Meeting archive – Shareholders' Meeting 2021".

* * * Fincantieri is one of the world's leading shipbuilding groups, the only one active in all areas of high-technology shipbuilding. It is a leader in the construction and conversion of cruise vessels, as well as in the naval and offshore vessels. It operates in the wind, oil & gas, fishing vessel and specialized vessel segments, as well as in the production of mechatronic and electronic marine systems, naval accommodation solutions and the provision of after-sales services such as logistical support and assistance to fleets in service.

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 almost 21,000 employees.

www.fincantieri.com

FINCANTIERI

Press Office Investor Relations Tel. +39 040 3192473 Tel. +39 040 3192279 press.office@fincantieri.it investor.relations@fincantieri.it

2

(4) From 1 January to 30 June 2022 the position of General Manager of the Company was held by Mr Fabio Gallia.

	Office		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)
			Section 2
Name and surname or category			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	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. (2)	11 May 2018	FINCANTIERI S.p.A. shares	1,623,328 st cycle (2019-2021) 1	24 July 2019	N.A.	1.0095	- (3)
				2,742,973 nd cycle (2020-2022) 2	30 July 2020	N.A.	0.6119	- (3)
				2,103,817 nd cycle (2021-2023) 3	10 June 2021	N.A.	0.7978	- (3)
Fabio Gallia	General Manager FINCANTIERI S.p.A. (4)	11 May 2018	FINCANTIERI S.p.A. shares	1,161,005 nd cycle (2021-2023) 3	10 June 2021	N.A.	0.7978	- (3)
	8 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.			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.		FINCANTIERI S.p.A. shares	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.			3,245,820 nd cycle (2021-2023) 3	10 June 2021	N.A.	0.7978	- (3)
	14 Key Executives in FINCANTIERI S.p.A.	11 May 2018	FINCANTIERI S.p.A. shares	2,613,969 stcycle (2019-2021) 1	24 July 2019	N.A.	1.0095	- (3)
	12 Key Executives in FINCANTIERI S.p.A.			3,614,269 nd cycle (2020-2022) 2	30 July 2020	N.A.	0.6119	- (3)
11 Key Executives in FINCANTIERI S.p.A.				2,715,721 nd cycle (2021-2023) 3	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	3,810,367 st cycle (2019-2021) 1	24 July 2019	N.A.	1.0095	- (3)
				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.			5,467,709 nd cycle (2021-2023) 3	10 June 2021	N.A.	0.7978	- (3)

(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.

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

(2) From 1 January to 16 May 2022 the position of Chief Executive Officer was held by Mr Giuseppe Bono.

(5) 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 2022-2024" (1st three-year Cycle 2022-2024) (1)
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 (2)	Type of financial instrument	Maximum number of Granted Shares	Grant Date (3)	Share purchase price if applicable	Market price on Grant Date	Vesting Period
Pierroberto Folgiero	Chief Executive Officer FINCANTIERI S.p.A. General Manager FINCANTIERI S.p.A. (4)	8 April 2021	FINCANTIERI S.p.A. shares	2,433,936 1st cycle (2022-2024)	26 July 2022	N.A.	0.5675	- (5)
	4 Executives with Strategic Responsibilities in FINCANTIERI S.p.A.	8 April 2021	FINCANTIERI S.p.A. shares	3,151,024 st cycle (2022-2024) 1	26 July 2022	N.A.	0.5675	- (5)
	10 Key Executives in FINCANTIERI S.p.A.	8 April 2021	FINCANTIERI S.p.A. shares	3,172,335 stcycle (2022-2024) 1	26 July 2022	N.A.	0.5675	- (5)
	55 Other key resources in FINCANTIERI S.p.A.	8 April 2021	FINCANTIERI S.p.A. shares	9,665,742 st cycle (2022-2024) 1	26 July 2022	N.A.	0.5675	- (5)

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

(4) Since 17 May 2022, the position of Chief Executive Officer has been held by Mr Pierroberto Folgiero. In addition, as of 1.07.2022, Mr Fogliero assumed the position of General Manager of the Company.

(3) With reference to the and 2nd cycle of the Plan, the Grant is envisaged to take place by 31 July 2023.

(1) The information on the 2nd 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.