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Fincantieri

Environmental & Social Information Aug 2, 2024

4085_ir_2024-08-02_c58aeadc-4aa2-46c1-a499-785acbf8aebd.pdf

Environmental & Social Information

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Half-Year Financial Report as at 30 June 2024

Half-Year Financial Report as at 30 June 2024

Index

Parent Company Directors and Officers 4
The Fincantieri Group 8
Vision 10
Purpose on Board 10
Mission on Board 11
Who we are 11
Group Overview 15
Report on operation as at 30 June 2024 18
Overview 20
Group Performance 30
Operational review by segment 42
Risk Management 50
Market capitalization 51
Reconciliation of the reclassified financial statements used in the report
on operations with the mandatory ifrs statements
60
Condensed Consolidated Interim Financial Statements at 30 June 2024 62
Consolidated statement of financial position 64
Consolidated statement of comprehensive income 65
Consolidated statement of changes in equity 66
Consolidated statement of cash flows 67
Notes to the Condensed Consolidated Interim Financial Statements 68
Note 1 - Form, contents and other general information 70
Note 2 - Scope and basis of consolidation 74
Note 3 - Accounting standards 76
Note 4 - Critical accounting estimates and assumptions 77
Note 5 - Intangible assets 78
Note 6 - Rights of use 80
Note 7 - Property, plant and equipment 81
Note 8 - Investments accounted for using the equity method
and other investments
82
Note 9 - Non-current financial assets 83
Note 10 - Other non-current assets 84
Note 11 - Deferred tax assets and liabilities 85

Parent Company Directors and Officers

Manager responsible for preparing financial reports

Independent auditors Deloitte & Touche S.p.A.

Felice Bonavolontà

Nine-year period 2020-2028

For detailed information on the composition and functions of the Board Committees (the Control and Risk Committee, which is also responsible for the functions of the committee responsible for related party transactions except for resolutions on remuneration, the Remuneration Committee, which is assigned the functions of the committee responsible for transactions with related parties in the case of resolutions on remuneration associated with related party transactions, the Nomination Committee and the Sustainability Committee) reference should be made to the Report on corporate governance and ownership structure available on the Company website in the "Ethics and Governance - Corporate Governance System - Corporate Governance Reports".

Board of Directors Three-year period 2022-2024
Chairman Claudio Graziano*
Chief Executive Officer and General Manager Pierroberto Folgiero
Directors Paolo Amato
Barbara Debra Contini
Alberto Dell'Acqua
Massimo Di Carlo
Paola Muratorio
Cristina Scocchia
Valter Trevisani
Alice Vatta
Secretary Alessandra Battaglia
Board of Statutory Auditors Three-year period 2023-2025
Chairman Gabriella Chersicla
Standing Auditor Elena Cussigh
Antonello Lillo
Alternate Auditor Ottavio De Marco
Arianna Pennacchio
Marco Seracini
Supervisory Body Ex D-Lgs 231/01 Three-year period 2024-2026
Chairman Attilio Befera (external member)
Member Davide Carlino (internal member)
Iole Anna Savini (external member)

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. undertakes no obligation to revise, update or correct its forward-looking statements after such date, other than in the circumstances strictly required by applicable regulations. The forward-looking statements provided do not constitute and shall not be considered by users of the financial statements as advice for legal, accounting, tax or investment purposes nor is it the intention for such statements to create any type of reliance and/or induce such users to invest in the Company.

*General Claudio Graziano passed away prematurely on 17 June 2024. On that date, the Board of Directors resolved to confer on Mr Pierroberto Folgiero, Chief Executive Officer and General Manager, ad interim, the powers conferred on the Chairman with regard to the supervision and coordination of the internal control system and the development and governance of the corporate security system until the Chairman is replaced.

The Fincantieri Group 8 Vision Purpose on Board Mission on Board Who we are Group Overview 10 10 11 11 15

Vision

Purpose on Board

Who we are 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 design and construction of cruise ships, and a reference operator for defence ships. It is also a leader in the offshore segment, in particular in the marine energy sector (e.g. wind, oil&gas), as well as in the production of mechatronic and electronic ship systems, ship accommodation solutions and the offer of after-sales services, such as logistical support and assistance to fleets in service.

In recent years, the push towards the green transition has continued, through the creation of products characterised by the increasing application of new propulsion technologies and new fuels on board ships, a growing digitalisation and focus on cyber security, which has enabled the Group to become one of the world's leading players in the design and construction of innovative vessels. This achievement testifies its commitment and ability to be a player in the ecological transition, with a clear sustainability strategy setting out a detailed roadmap to respond to increasingly stringent regulations. The Group also operates in engineering services, critical infrastructure monitoring systems, advanced energy management systems for land-based applications, in facility management and

The Group stands out in terms of its industrial expertise and capacity, developed over the years, to manage highly complex projects, enabling it to offer one of the most advanced integrated platforms in the world.

Creating a sustainable, high-tech maritime fleet of ships, where new technologies and innovation are integrated seamlessly in order to reduce environmental impact and improve naval system efficiency. We move society forward by crafting, shaping and leading the Green and Digital future of the international shipbuilding industry. Future on Board: is the signature of the Fincantieri brand. We bring on board a future based on our proven expertise and credibility as a digital design authority and integrator of complex solutions. A future in which the power of our workforce is integrated with technology, big data and artificial intelligence and in which ships, powered by non-polluting fuels and next-generation engines, will have zero impact on the planet. as a technological integrator in the underwater segment. Mission on Board Global leadership in the development and lifecycle management of digital and green ships. Shareholders 28,32% General market People Everything we do focuses on enabling the growth, enhancement and training of people, based on the daily attention that we pay to the quality of our work and our relations with others. We ensure high levels of health and safety at work to protect workers' well-being. Safety

With over 230 years of history and more than 7,000 ships built, Fincantieri maintains its know-how and management centres in Italy, where has more 11,000 employees. The production network stretches across 18 shipyards on three continents and employs more than 22,000 direct workers.

Our every action, project, initiative or decision is based on strict observance of the law, labour protection and protection of the environment, safeguarding the interests of our shareholders, employees, clients, trade and financial partners, local communities and groups, creating value for every stakeholder.

As at 30 June 2024, 71.32% of Fincantieri S.p.A.'s Share Capital of euro 862,980,725.70 is held, through the subsidiary CDP Equity S.p.A., by Cassa Depositi e Prestiti S.p.A., a company controlled by the Ministry of Economy and Finance. The remaining part of the Share Capital is distributed between a number of private investors and institutional investors (none of whom hold significant interests of 3% or above) and treasury shares (of around 0.36% of shares representing the Share Capital)1.

1 These values do not reflect the capital increase concluded on 16 July 2024, which resulted in a Share Capital increase of euro 15,241,941.00, corresponding to a value of euro 0.10 per share, on 152,419,410 new shares issued at a price of euro 2.62

71,32% CDP Equity S.p.A. 0,36% Fincantieri S.p.A. (treasury shares) We take responsibility for our actions and we put great care into our work, adhering to strict principles of ethics, loyalty and professional fairness. We meet customer requirements and we rigorously honor our commitments. We aim at continuously improving our products and working methods through technological innovation. Integrity Customer focus Innovation

Values

Shipyards and Docks Main Subsidiaries

Shipyards 18

Player in diversification and innovation 1st

vessels in order book 96

Europe
Italy
Trieste
Monfalcone
Marghera
Sestri Ponente
Genova
Riva Trigoso - Muggiano
Ancona
Castellammare di Stabia
Palermo
Norway
Brattwaag
Langsten
Søviknes
Romania
Braila
Tulcea
Asia
Vietnam
Vung Tau
Americas
USA
Marinette
Sturgeon Bay
Green Bay
Brazil
Suape
€ 7.7 bln
Revenues 2023
+7,000
Ships designed
and built
Principal Western shipbuilder
+230
Years
of history
> 22,000
Employees
at 30.06.2024
48% Other countries; 52% Italy

Suppliers in Italy alone +7,000

Continents 3

Total backlog € 41.1 bln

Fincantieri Naval Services MTM USA Brazil Fincantieri Marine Group Canada Vard Promar Fincantieri Marine System North America Vard Marine Fincantieri Services USA Fincantieri USA United Arab Emirates Saudi Arabia Fincantieri Arabia for Naval Services Americas Fincantieri Services Doha Japan Qatar Singapore FMSNA YK Vard Holdings Vietnam Singapore Vard Shipholdings Vard Vung Tau

Remazel Engineering Norway Romania Vard Group Vard Shipyards Romania France Croatia Poland Team Turbo Machines Vard Design Liburna Seaonics Polska Vard Design Vard Electro Vard Interiors Seaonics Italy Cetena Isotta Fraschini Motori Fincantieri Oil&Gas Marine Interiors Marine Interiors Cabins Fincantieri NexTech Fincantieri Infrastructure Opere Marittime SOF Seanergy - a Marine Interiors company Issel Nord MI Fincantieri Infrastrutture Sociali E-Phors Fincantieri SI IDS Ingegneria Dei Sistemi B0P6 HMS IT S.L.S. - Support Logistic Services OPERAE - A Marine Interiors company Europe

China Fincantieri (Shanghai) Trading

India Fincantieri India

Vard Electrical Installation and Engineering (India)

Asia

The Group operates through the following three segments:

• Shipbuilding: includes the Cruise ships, Defence vessels and Ship Interiors business areas;

• Offshore and Specialized Vessels: encompassing the design and construction of high-end offshore support vessels for offshore wind farms and the Oil & Gas industry, specialized ships such as cable-laying vessels and ferries, unmanned vessels, offering innovative products with reduced environmental impact;

• Equipment, Systems and Infrastructure: includes the following business areas: i) Electronics and Digital Products Cluster2, which focuses on advanced technological solutions, from the design and integration of complex systems (system integration) to telecommunications and critical infrastructure, ii) Mechanical Systems and Components Cluster3, i.e., integration of mechanical components and power electronics in naval and onshore applications and iii) Infrastructure Cluster, which includes the design, construction and installation of steel structures for largescale projects as well as the production and construction of maritime works and the supply of technology and facility management for the health segment, industry and the service

  • sector.

It should be noted that, following a reorganisation at the beginning of the year, the activities of the Vard Electro Group, included in the Mechanical Systems and Components Cluster until 31 December 2023, were reallocated to the Electronics and Digital Products Cluster. Comparative figures as at 31 December 2023 and 30 June 2023,

It should also be noted that as at February 2024, the newly acquired company Remazel Engineering S.p.A. is

appropriately reclassified, are shown below as restated values. consolidated into the Mechanical Systems and Components Cluster. presented.

The structure of the Fincantieri Group and overview of the companies included in its consolidation will now be

Group Overview

Segments Shipbuilding Offshore
Equipment, Systems
and Specialized vessels
and Infrastructure
Other
Business Areas Cruise
ships
Naval
Ship
vessels
Interiors
Offshore
and Specialized vessels
Electronics
Cluster
Mechatronics
Cluster
Infrastructure
Cluster
Corporate
Functions
Product Portfolio Contemporary
Aircraft carriers
Premium
Destroyers
Upper Premium
Frigates
Luxury
Corvette
Exploration/Niche
Patrol vessels
Expedition cruise
vessels
ships
Multirole and
research vessels
Special vessels
Submarines
management:
support
Cabins
Wet units
Public Areas
Catering
Glazing
Amphibious ships
Interior Design
Logistic support
Product lifecycle
- Integrated logistic
- In-service support
Training and assistance
Drilling units
Offshore
support vessels
(AHTS-PSV-OSCV)
Special vessels
Fishery/Aquaculture
Wind offshore
Cable laying vessels
Design and
integration
of complex systems
(system integration)
with a focus
on automation
Cyber security
Telecommunications
Critical
infrastructures
Energy generation/
storage systems:
- Electrical,
electronic and
electromechanical
integrated systems
- Stabilization
systems,
propulsion,
positioning and
generation
- Steam turbines
Design, construction
and assembly
of steel structures
on large projects
such as:
- Bridges
- Viaducts
- Airports
- Ports
- Maritime/hydraulic
works
- Large commercial
and industrial
buildings
Strategic direction
and coordination:
- Governance, Legal
and Corporate
- Affairs
- Accounting and
Finance
- Human Resource
- Information
Systems
- Research
& Innovation
- Purchasing
Ship repairs
Refitting
Refurbishment
Conversions
Main Subsidiaries/Associates/Joint Ventures Fincantieri S.p.A.
• Monfalcone
• Marghera
• Sestri Ponente
• Cantiere Integrato Navale
Riva Trigoso e Muggiano
• Ancona
• Castellammare di Stabia
• Palermo
• Arsenale Triestino San Marco
• Bacino di Genova
CSSC - Fincantieri Cruise
Industry Development Ltd.
FMSNA Inc.
Fincantieri Services Doha LLC
Fincantieri Services USA LLC
Fincantieri Marine
Group Holdings Inc.
FMG LLC
• Sturgeon Bay
Marinette Marine
Corporation LLC
• Marinette
ACE Marine LLC
• Green Bay
Fincantieri India Pte Ltd.
Fincantieri USA Inc.
Fincantieri Arabia for Naval
Services LLC
Fincantieri (Shanghai)
Trading Co. Ltd.
Etihad Ship Building LLC
Orizzonte Sistemi
Navali S.p.A.
Naviris S.p.A.
Marine Interiors Cabins S.p.A.
Marine Interiors S.p.A.
Seanergy a Marine Interiors
company S.r.l.
MI S.p.A.
OPERAE a Marine Interiors
Company S.r.l.
Fincantieri Naval Services – Sole
Proprietorship LLC
MTM S.c.a.r.l.
Fincantieri S.p.A.
Fincantieri Oil&Gas S.p.A.
Vard Group AS
• Brattvaag
• Langsten
• Søviknes
Vard Promar SA
• Suape
Vard Vung Tau Ltd.
• Vung Tau
Vard Shipyards Romania SA
• Tulcea
• Braila
Vard Interiors AS
Vard Design AS
Vard Marine Inc.
Fincantieri NexTech
S.p.A.
Issel Nord S.r.l.
Cetena S.p.A.
E-PHORS S.p.A.
IDS Ingegneria
Dei Sistemi S.p.A.
HMS IT S.p.A.
S.L.S. - Support
Logistic Services
S.r.l.
Vard Electro AS
Fincantieri S.p.A.
• Riva Trigoso
Isotta Fraschini
Motori S.p.A.
Fincantieri SI S.p.A.
Power4Future S.p.A.
FINMESA S.c.a.r.l.
Remazel
Engineering S.p.A.
Seaonics AS
Team Turbo
Machines S.A.S.
BOP6 S.c.a.r.l.
Fincantieri
Infrastructure S.p.A.
Fincantieri
Infrastructure
Opere Marittime
S.p.A.
Fincantieri
Infrastructure
Florida Inc.
Fincantieri
INfrastrutture
SOciali S.p.A.
SOF S.p.A.
Fincantieri S.p.A.

Report on operation as at 30 June 2024 18 Overview Group Performance Operational review by segment Risk Management Market capitalization Reconciliation of the reclassified financial statements used in the report on operations with the mandatory ifrs statements

60

In the first half of 2024, the implementation of the 2023-2027 Business Plan (hereinafter also "Business Plan" or "Plan") continued, with results that were fully in line with year-end targets, in a market context marked by a recovery in orders in the cruise ship and marine energy segments and by significant opportunities, both domestically and internationally, in the defence sector, with particularly interesting developments in the US and in the Middle East and South-East Asia macro-regions. The execution of the Group's growth strategy in the underwater domain also continued, with the signing of the agreement to acquire Leonardo S.p.A.'s Underwater Armament Systems (UAS) business, announced on 9 May 2024, in addition to the consolidation of Remazel Engineering S.p.A. into the Group perimeter in February.

UAS is the leading national player in all underwater product lines, with a leading position in the torpedo market, a primary position in the countermeasures market and excellent growth prospects in sonar. After finalisation of the acquisition slated for early 2025, the corporate integration of UAS into the Group will allow the market to be offered an integrated package of hardware and software solutions able to meet the needs of end customers. This will then generate an opportunity for Fincantieri to market also unconventional underwater solutions (i.e. products for monitoring critical submarine infrastructure) that are not part of the company's product portfolio today. To this end, the combination of the Group's submarine design and construction and naval integration expertise with the electroacoustic and electronic skills present in UAS will be a relevant factor. Unconventional underwater solutions include (i) integrated underwater critical infrastructure monitoring and defence systems, (ii) communication systems and (iii) interconnected autonomous underwater vehicles. It is also believed that the expansion of the portfolio of served clients may lead, within the Defence segment, to possible opportunities to acquire new orders for existing products in the Group and UAS portfolio. The finalisation of the acquisition, expected in early 2025, will therefore strengthen Fincantieri's position as a technology integrator in the underwater and naval defence segment.

In support of this strategy, the euro 400 million capital increase was successfully completed on 16 July 2024, with 100% of the new shares offered being subscribed. On 11 July 2024, the pre-emptive offer period to shareholders ended with a number of exercised rights corresponding to 99.2% of the total number of new shares offered, for a total countervalue of euro 396 million. The remaining unexercised rights were then sold in full during the first placement session, which ended early on 15 July 2024 and exercised the following day.

On the commercial results front, the half-year was characterised by a significant growth in new orders, amounting to euro 7.6 billion, around 3.6 times the order intake acquired in the first half of 2023, driven in particular by the cruise ship and export and underwater segment in the Defence sector, with the award of the contract to build the fifth and sixth Constellation program frigate for the US Navy and the exercise of the option to build the fourth new-generation submarine in the Italian Navy's U212NFS (Near Future Submarine) program. As at 30 June 2024, the backlog stood at euro 27.4 billion, an increase of 18.7% compared to December 2023, with a total backlog (corresponding to the sum of backlog and soft backlog) of euro 41.1 billion (5.4 times 2023 revenues), supported by a strong sales drive in all Group business segments.

The Group's profitability is progressing strongly, with EBITDA at euro 214 million, up 15.6% compared to the first six months of 2023, and an EBITDA margin at 5.8% (+80 basis points compared to the first six months of 2023). Revenues for the half-year were stable at euro 3,681 million (+0.3% compared to firsr half 2023), with an excellent performance in the Offshore business and significant expansion in the Infrastructure and Mechanical Systems and Components Clusters (the latter driven by the entry of Remazel into the scope of consolidation). There was a slight decrease in revenue in the Shipbuilding segment due to the redefinition of the production plans of some ships, agreed with the shipowners, with a greater development of production activities expected in the second half of the year, when the sales contract for two Multipurpose Offshore Patrol Vessels (PPA) to the Indonesian Ministry of Defence is expected to become operative, which allows the revenue targets of guidance 2024 to be confirmed.

Lastly, Net financial position as at 30 June 2024 recorded a debit value of euro 2,424 million, compared to euro 2,813 million as at 30 June 2023, substantially up from 31 December 2023 (euro 2,271 million).

Economic and financial results

Results in line with forecasts; guidance 2024 is confirmed, with Revenues at around euro 8 billion, (+4.5% compared to 2023), EBITDA margin at around 6% and NFP to EBITDA ratio expected to improve from a value ranging between 5.5x and 6.5x to one ranging between 4.5x and 5.5x, not including the effects of the Share Capital increase (value between 3.7x and 4.7x, including the temporary effect of the Share Capital increase)

Revenues and income amounted to euro 3,681 million, up 0.3% compared to the first half of 2023 (euro

3,669 million)

EBITDA4 of euro 214 million up 15.6% (euro 185 million in first half 2023) and EBITDA margin at 5.8% (vs

5.0% as at 30 June 2023)

Adjusted profit/(loss) for the period negative euro 10 million (positive euro 3 million in first half 2023)

Profit/(loss) for the period was a loss of euro 27 million (a loss of euro 22 million as at 30 June 2023) after non-recurring or non-recurring charges related to the acquisition and capital increase transactions (euro 23 million)

Net financial position, with a debt balance of euro 2,424 million improved compared to 30 June 2023 (euro 2,813 million) and slightly increased compared to 31 December 2023 (euro 2,271 million)

Operational performance Solid commercial performance driven by demand acceleration in all businesses

Order intake of euro 7.6 billion, approximately 3.6 times the orders acquired in first half 2023, with a book to

bill of 2.1

Total backlog5 at record-breaking records equivalent to euro 41.1 billion, roughly 5.4 times 2023 revenues, of

which:

• Backlog: euro 27.4 billion and 96 ships for delivery until 2032

  • Soft backlog: euro 13.7 billion

Cruise:

• Acquired a major order with Norwegian Cruise Line for the construction of 6 units for 2 different brands of

• Memorandum of Agreement concluded with Crystal for the construction of two high-end, state-of-the-art

  • the group; signed a Letter of Intent for further units
  • cruise ships, plus an option for a third vessel
  • and Queen Anne for Cunard, delivered

• Contract signed with Viking for the construction of 2 cruise ships, subject to financing

• Sun Princess, the first unit of the new Sphere class to run on LNG (liquefied natural gas) for Princess Cruises

Defence:

• The option for the construction of the fourth new-generation submarine related to the Italian Navy's U212NFS program exercised by OCCAR (Organisation Conjointe de Coopération en matière d'Armement). The unit is worth approximately euro 500 million, including the related Integrated Logistic Support and In Service

• The contract to build the fifth and sixth Constellation-class FFG(X) frigates for the US Navy, with a countervalue of more than dollar 1 billion, awarded to the US subsidiary, Fincantieri Marinette Marine (FMM) • A contract for the supply of 2 PPA to the Indonesian Ministry of Defence signed, subject to due approvals

- Support

  • by the relevant institutions

Offshore:

-

• Orders signed for 6 CSOV units6 (2 for Windward Offshore, 2 for Dong Fang Offshore, 1 for Navigare Capital Partners and 1 for Cyan Renewables), for 1 OECV7 for Island Offshore and 1 fishery unit for Havbryn • 1 CSOV, 1 SOV8, 1 fishery and 1 marine robotic unit delivered during the six-month period

Highlights

See the definition contained in the section Alternative Performance Measures Sum of backlog and soft backlog Construction Service Operations Vessel Ocean Energy Construction Vessel Service Operations Vessel

Overview

Key financials

1 This figure does not include Extraordinary or non-recurring income and expenses. See the definition contained in the section Al-

The percentage figures contained in this report are calculated taking amounts expressed in euro/000 as reference

(euro/million)
31.12.2023 Economic Data 30.06.2024 30.06.2023
7,651 Revenue and income 3,681 3,669
397 EBITDA1 214 185
5.2% EBITDA margin* % 5.8% 5.0%
(7) Adjusted profit/(loss) for the period2 (10) 3
(53) Profit/(loss) for the period (27) (22)
(53) Group share of profit/(loss) for the period (24) (20)
31.12.2023 Other Indicators 30.06.2024 30.06.2023
6,600 Orders** 7.620 2.134
34,629 Order book** 39.669 34.199
34,772 Total backlog/
*
41.077 32.936
23,072 - of which backlog** 27.377 22.036
258 Investments 114 98
21,215 Employees at the end of the period
number
22.064 20.874
85 Vessels in order book
number
96 88
31.12.2023 Financial Data 30.06.2024 30.06.2023
2,705 Net invested capital 2,881 3,364
434 Equity 457 551
2,271 Net financial position3 2,424 2,813

Strategic opportunities and developments

  • Agreement to acquire UAS signed with Leonardo S.p.A.: an agreement for the acquisition of Leonardo's Underwater Armament Systems (UAS) business was signed on 9 May 2024. Completion of the deal, which aims to strengthen the Group's position as a leader in the underwater and defence segment, is expected in early 2025. The consideration for the acquisition is equal to the sum of euro 300 million as a fixed enterprise value, subject to customary price adjustment mechanisms, plus a maximum of euro 115 million as a variable component upon the occurrence of certain growth assumptions linked to the performance of the UAS business line in 2024, for a maximum consideration of euro 415 million
  • Capital increase successfully completed in July 2024 in the amount of approximately euro 400 million to finance the acquisition of the UAS business. During the pre-emptive offer period, rights corresponding to approximately 99.2% of the total number of new shares offered were exercised. The remaining rights were sold in full in the first few minutes of the auction of the unopted portion, which ended early on 15 July 2024, and subsequently exercised for the full amount
  • Other developments in the underwater segment: the finalisation of the acquisition of Remazel (completed in February 2024), a global leader in the design and supply of highly complex top-side equipment for submarine vessels. In addition, a Memorandum of Understanding (MoU) was signed in March 2024 with Saipem to assess the prospects of integrating Fincantieri's surface ships and submarines with Saipem's drones in order to compete in national and international programmes for the surveillance and control of critical underwater infrastructures
  • New agreement for export growth in the defence segment: the creation of Maestral was announced. Maestral is a joint venture with EDGE, a United Arab Emirates company and one of the world's leading advanced technology and defence groups with a focus on the production of a wide range of naval vessels in the United Arab Emirates and a pipeline worth an estimated euro 30 billion, with a first order of around euro 400 million acquired during the six-month period
  • Consolidation of its presence in Saudi Arabia: the new company Fincantieri Arabia for Naval Services was established with the aim of seizing important business opportunities in a strategic market, in line with the ambitions of Saudi Vision 2030, a program promoted by Saudi Arabia to reduce its dependence on oil and diversify the country's economy, including by increasing public spending on defence

Strategic sustainability initiatives

  • Specialised staff training: Fincantieri inaugurated the 'Maestri del Mare' project, launching a paid training program that will lead to the employment of 90 people within the Parent Company. It is a learning pathway aimed at recruiting, training and hiring shipbuilding workers
  • Energy transition: Eni, Fincantieri and RINA signed an agreement to develop joint initiatives for energy transition. The partnership enshrines a commitment to develop joint projects, in line with the partners' strategies, for decarbonization solutions for the maritime segment in the medium/long term and with the Net Zero 2050 targets. The establishment of a permanent global observatory on future technological, regulatory and market developments will also be considered
  • Combating gender-based violence: as part of the 'Respect for Future' project, the Fincantieri Group has joined the initiative of the DonneXStrada Association aimed at creating safe places for those in dangerous situations, transforming ten of its offices into 'Punti Viola' (Violet Points)
  • Health and safety: Fincantieri is the first company in Italy to have obtained the prestigious ISO 31030 certification issued by RINA and recognised worldwide, confirming excellence in risk management in employee travel, a crucial area for ensuring their safety and well-being

Revenues of euro 3,681 million are in line with the first half of 2023. Growth forecasts for 2024 are confirmed at around euro 8 billion (+4.5%), driven by a significant increase expected in the second half of the year, thanks in part to the agreements already signed, which are expected to take effect in the second half of the year.

EBITDA9, amounting to euro 214 million, shows an increase of euro 29 million compared to the same period of 2023 (+15.6%), supported by the positive contribution of the Offshore and Systems, Components and Infrastructure segments, which show an increase in marginality, accompanied by a significant growth in revenues (around 20%). The EBITDA margin increased from 5.0% as at 30 June 2023 to 5.8% as at 30 June 2024, in line with guidance (EBITDA margin approximately 6%).

Adjusted profit/(loss) for the period was a loss of euro 10 million (profit of euro 3 million as at 30 June 2023) after deducting amortization and depreciation of euro 123 million, financial income and costs and income and costs on investments of euro 91 million and taxes of euro 10 million.

Economic and financial results

1H 2023 1H 2024 3 (10)

Operational performance

~ EURO 13.7 BLN BACKLOG EURO 27.4 BLN 96 ships for delivery until 2032

Profit/(loss) for the period was a loss of euro 27 million (loss of euro 22 million as at 30 June 2023) after discounting charges related to litigation costs for damages caused by asbestos amounting to euro 18 million, and costs related to extraordinary transactions totalling euro 5 million, gross of the related tax effect (euro 6 million).

Net financial position amounted to euro 2,424 million (euro 2,813 million as at 30 June 2023), slightly up from 31 December 2023 (euro 2,271 million). The deleveraging targets are confirmed, with the NFP to EBITDA ratio expected to improve from a value ranging between 5.5x and 6.5x to one ranging between 4.5x and 5.5x, not including the effects of the Share Capital increase (value between 3.7x and 4.7x, including the temporary effect of the Share Capital increase).

Sustainability The following are updates to what was reported in the Group Report on Operations of the 2023 Annual Report

that took place in this area:

  • Sustainalytics upgraded Fincantieri's score in May 2024 to 13.4 from the score of 14.2 received in February 2024, confirming it in the prestigious list of 'Top-Rated ESG Companies'; • S&P Global on 21 June 2024 updated Fincantieri's score, assigning a score of 58, compared to the previous
  • score of 59 given on 23 January 2024; • Identity Corporate Index 2024: in the ESG Identity Corporate Index (ICI) 2024 - formerly the Integrated Governance Index (IGI) - promoted by EticaNews, which measures the degree to which ESG factors are integrated into corporate governance and identity, Fincantieri moved from Leader to Top Performer level, ranking first in the 'Industry' category.

Headcount The headcount increased from 21,215 as at 31 December 2023 (including 11,112 in Italy) to 22,064 as at 30 June 2024, including 11,531 in Italy. The increase is attributable to both Italy (+3.8%), mainly due to hires made by the Parent Company during the half-year and the entry of Remazel into the scope of consolidation, and other countries (+4.3%) due to hires made by the subsidiaries in Romania, Vietnam and Norway.

In the first six months of 2024, the Group successfully delivered 7 ships, including 2 cruise ships, 1 SOV (Service Operations Vessel), 1 CSOV vessel and 1 remote control robotic vessel.

The backlog at 30 June 2024 reached the record-breaking levels of approximately euro 27.4 billion with 96 vessels and scheduled deliveries until 2032, up compared to 31 December 2023 (euro 23.1 billion) thanks to new order intake during the year (book-to-bill ratio 2.1).

In the cruise sector, Fincantieri concluded a maxi-agreement with Norwegian Cruise Line Holdings for the construction of six new-generation cruise ships, at the forefront of technology, comfort and entertainment on board, as well as in terms of environmental sustainability: 4 for the Oceania Cruises brand and 2 for the Regent Seven Seas Cruises brand. In addition, the Group signed a Letter of Intent with the same shipowner for the construction of a further 4 vessels, which will be the largest ever built by Fincantieri. If the agreement becomes effective, it will replace 2 of the 4 ships on the previous order for Oceania Cruises.

During the first half of the year, a Memorandum of Agreement (MoA) was signed with Crystal for the construction of 2 high-end, latest-generation cruise ships, plus an option for a third vessel, and a contract with Viking subject to financing for the construction of 2 cruise ships that will be based on the characteristics of the previous ships already built by Fincantieri for this shipowner and which have already been very successful.

In the area of defence, OCCAR (Organisation Conjointe de Coopération en matière d'Armement, the international organisation for armament cooperation) exercised its option to build the fourth new-generation submarine related to the Italian Navy's U212NFS program assigned to Fincantieri. The unit is worth around euro 500 million, including the related Integrated Logistic Support and In Service Support. With this signing, options are also exercised that complete the maintenance support of the submarines already contracted. At the same time, an important Engineering Change Proposal was activated for the industrialisation in Italy with the Group as prime contractor, production and integration on board all U212NFS of an innovative lithium energy storage system (Lithium Battery System) that will replace the traditional lead system currently in use. Such cutting-edge technology will increase the submarines' diving range.

In May, the Group, through its US subsidiary FMM, was awarded the contract by the US Navy for the fifth and sixth frigates of the Constellation FFG(X) program for a countervalue of over dollars 1 billion.

Within the framework of the cooperation relations established between the Italian and Indonesian Ministries of Defence, the contract for the supply of 2 PPA worth about euro 1.2 billion was signed. Fincantieri will act as prime contractor vis-à-vis the Indonesian Ministry of Defence and will in particular co-ordinate other industrial partners, including Leonardo, for the adaptations of the ships' combat system and the provision of related logistics services. The effectiveness of the contract is subject to due authorisations by the competent institutions.

Fincantieri and EDGE, one of the world's leading advanced technology and defence groups, formalised Maestral, a joint venture (JV) between the two companies in Abu Dhabi-based shipbuilding. The JV (51% EDGE and 49% Fincantieri) will seize global opportunities in the design and production of advanced naval vessels, with a commercial pipeline of orders worth an estimated euro 30 billion. The signing of the agreement was followed by the announcement of a major order for 10 technologically advanced Offshore Patrol Vessels (PPA) by the UAE Coast Guard Forces, worth euro 400 million.

Once again confirming the Vard Group's leadership in the construction of vessels to support the offshore wind sector, 6 orders were signed during the first half of the year in the Offshore and Specialized Vessels segment for the design and construction of CSOV vessels: 2 for the company Windward Offshore, 2 for the Taiwanese company Dong Fang Offshore, 1 for Navigare Capital Partners and 1 for Cyan Renewables. In addition, the Norwegian subsidiary obtained orders for 1 OECV for Island Offshore and 1 fishery unit for Havbryn.

Business Outlook The strong trend in cruise orders, both in the luxury and large ship markets, confirms the recovery of the segment. In particular, the CLIA stated that, on final balance, the number of cruise passengers in 2023 exceeded all expectations, reaching 31.7 million10 passengers (+7% compared to 2019, the pre-COVID year). The CLIA also confirmed the forecast of reaching more than 39 million cruise passengers by 2027, a trend that, with continued growth at 5%, would lead to about 46 million passengers in 203011 (CAGR for the period 2023-2030 of 5.4%12).

New environmental standards, which, correlated with the energy transition drive and increasingly stringent emissions regulations, accelerate fleet obsolescence on the one hand and the spread of increasingly innovative digital technologies on the other, are important drivers of demand for new cruise ships in the future.

In this particularly dynamic context, the Group finalised important orders and agreements, confirming its wellestablished relationships with all the leading cruise operators (Norwegian Cruise Line, Viking, Crystal).

In the defence segment, new orders were acquired in Italy and the United States, confirming a wide-ranging program and a consolidated relationship with the respective navies; there was also growing ferment in the Asian and Middle Eastern markets, with new orders for Indonesia and the United Arab Emirates - the latter finalised through a collaboration with the EDGE group - and the extension of the effective strategic collaboration with Qatar to training and education activities. In fact, the geopolitical tensions that are dominating the global context are having an incremental impact on defence spending levels, which have already reached, in several countries, higher values than in the past and are expected to grow further, as inferred from publicly accessible sources that are constantly monitored by the Group such as specialised segment databases. This trend is reflected in the desire to strengthen the naval component even of the Group's main traditional customer navies (e.g. the Italian Navy and the US Navy) and the growing strategic importance of the underwater domain in the face of the need to defend critical underwater infrastructures (e.g. telecommunication routes and energy infrastructures).

The offshore market, linked to the demand for specialised equipment to support offshore wind farm operations, continued to express a high volume of new orders for SOV/CSOV units. In this context, the Group acquired significant orders on behalf of European and Asian customers (e.g. Taiwan and Japan), confirming its market leadership (with a share of orders exceeding 30%)13.

The Group continues to execute the backlog and de-risk its order book through structured management of typical business operational risks and reviewing the risk appetite for ongoing commercial initiatives. In order to guarantee operational excellence, careful resource planning continues in line with the requirements of the production programs, with a focus on expanding the workforce, streamlining procurement, strengthening the supply chain and introducing new technologies.

During the first half of the year, for the purpose of strategically strengthening Fincantieri as a technology integrator in the underwater and naval defence segment, it should be noted that:

  • the option for the construction of the fourth submarine of the U212NFS program by the Italian Navy was exercised;
  • an agreement was signed to acquire the Underwater Armament Systems (UAS) business line from Leonardo S.p.A., which is expected to be finalised in early 2025;
  • the acquisition process of Remazel Engineering S.p.A. was completed;
  • a Memorandum of Understanding was signed with Saipem to explore opportunities for commercial and industrial cooperation in the field of underwater vehicles.

The implementation of the additional strategic initiatives envisaged in the Business Plan also continues, with the following planned for 2024:

  • increase operational efficiency through modernisation and automation of sites;
  • consolidate the workforce development training courses launched in Italy, such as the 'Maestri del Mare' project, and in other countries;
  • strengthening system integrator expertise and skills in the naval field;
  • pursue the development of technologies and systems for the decarbonization of the maritime segment, such as the integration of systems for the storage and use of hydrogen on board cruise ships;
  • introduce the use of artificial intelligence within the organisation, which has already been tested in pilot projects developed on engineering and purchasing;
  • contain the purchase costs of materials and services;
  • continue along the path mapped out in terms of further sustainability and energy and digital transition objectives.

Fincantieri confirms its revenue growth forecasts for 2024 at around euro 8 billion (+4.5%), and an EBITDA margin of around 6%, in line with the 2023-27 Business Plan. The deleveraging targets are also confirmed, with the NFP to EBITDA ratio expected to improve from a value ranging between 5.5x and 6.5x to one ranging between 4.5x and 5.5x, not including the effects of the Share Capital increase (value between 3.7x and 4.7x, including the temporary effect of the Share Capital increase).

10 Source: CLIA Cruise Industry April 2024, State of the Cruise Industry Report

11 Assumption of continued growth at 5% in the years after 2027, CAGR recorded in the decade to 2019 12 Source: CLIA Cruise Industry April 2024, State of the Cruise Industry Report

13 Share calculated on the SOV/CSOV order book as at 2Q2024, excluding the Chinese market. Source 4COffshore, prepared by Fincantieri

Order intake, order backlog and deliveries

Group Performance

The analysis of the numbers of ships delivered and those in the order book is shown in the following table.

The following table shows the deliveries in the first six months of 2024 and those scheduled in future years for vessels currently in the order book, analysed by the main business areas and by year.

* Number of vessels in the order book for the main business areas as at 30 June 2024

In the first six months of 2024, the Group recorded new orders of euro 7,620 million compared to euro 2,134 million in the same period of 2023, with a book-to-bill ratio (order intake/revenue) of 2.1 (0.6 as at 30 June 2023).

The Group's total backlog reached the record-breaking level of about euro 41.1 billion as at 30 June 2024, comprising euro 27.4 billion of backlog (euro 23.1 billion at 31 December 2023) and euro 13.7 billion of soft backlog (euro 11.7 billion at 31 December 2023) with development of the projects in the order book expected to continue up to 2032.

The backlog and total backlog guarantee about 3.6 years and 5.4 years of work respectively in relation to the revenue developed in 2023 (about 3.0 and about 4.5 years as at 31 December 2023). The composition of the backlog by segment is shown in the following table.

31.12.2023 Order intake analysis 30.06.2024 30.06.2023
Amounts % Amounts % Amounts %
3,336 51 Fincantieri S.p.A. 5,649 74 454 21
3,264 49 Rest of Group 1,971 26 1,680 79
6,600 100 Total 7,620 100 2,134 100
4,148 63 Shipbuilding 6,695 88 1,106 52
1,801 27 Offshore and Specialized vessels 762 10 817 38
1,050 16 Equipment, Systems and Infrastructure 493 6 382 18
(399) (6) Consolidation adjustments (330) (4) (171) (8)
6,600 100 Total 7,620 100 2,134 100

(euro/million)

* Soft backlog represents the value of contract options, existing letters of intent and projects at an advanced stage of negotiation not yet reflected in the order backlog

31.12.2023 Total backlog analysis 30.06.2024 30.06.2023 Amounts % Amounts % Amounts % 15,883 69 Fincantieri S.p.A. 19,321 71 15,569 71 7,189 31 Rest of Group 8,056 29 6,467 29 23,072 100 Backlog 27,377 100 22,036 100 18,908 82 Shipbuilding 23,068 84 18,589 84 1,866 8 Offshore and Specialized vessels 2,106 8 1,408 7 2,688 12 Equipment, Systems and Infrastructure 2,743 10 2,425 11 (390) (2) Consolidation adjustments (540) (2) (386) (2) 23,072 100 Backlog 27,377 100 22,036 100 11,700 100 Soft backlog* 13,700 100 10,900 100 34,772 100 Total backlog 41,077 100 32,936 100

(euro/million)

(number of ships)
31.12.2023 Deliveries, Order Intake and Order book 30.06.2024 30.06.2023
26 Ships delivered 7 11
23 Vessels ordered 18 11
85 Vessels in order book 96 88
Deliveries
Made as at
30.06.2024
2nd half
of 2024
2025 2026 2027 2028 Beyond 2028 Total*
Cruise ships 2 2 6 7 5 4 3 27
Defence 1 7 5 7 4 3 9 35
Offshore and Specialized vessels 4 5 15 12 2 34
Total 7 14 26 26 11 7 12 96

(number)

Capital expenditure

Capital expenditure in the first six months of 2024 amounted to euro 114 million, up 17% compared to the same period of the previous year and in line with the investment forecast for 2024.

The enhancement and modernization of assets, and the increase in operating standards, both in Italy and abroad, are the cornerstones of the Group's sustainable growth strategy, which, with the aim of increasing the order book, is based on a process of improvement in both product quality and the optimization of management and processing costs, which raises the level of excellence of the production process, in order to further strengthen its position as a reference point at an international level.

In this context, approximately euro 911 million was invested in the three-year period 2021-2023 in the production sites, both Italian and foreign, to: i) make the production process more efficient, ii) further strengthen the Group's positioning in the shipbuilding segment, both cruise and naval, iii) adapt its operating infrastructure to the backlog acquired in recent years and iv) achieve the Group's sustainability objectives.

The ongoing initiatives, aimed at increasing process efficiency, are enabling the company to absorb, albeit partially, any exogenous factors, such as, for example, the increase in energy and raw material costs linked to the changed macroeconomic environment.

Group economic and financial results

Presented below are the reclassified consolidated versions of the income statement, statement of financial position and statement of cash flows, the breakdown of Consolidated net financial position and the principal economic and financial indicators used by management to monitor business performance. For a reconciliation between the reclassified financial statements and the statutory financial statements, please refer to the special section "Reconciliation of the reclassified financial statements used in the Report on Operations with the mandatory IFRS statements".

1 This figure does not include Extraordinary or non-recurring income and expenses. See the definition contained in the section Al-

Reclassified consolidated income statement

(euro/million)

31.12.2023 30.06.2024 30.06.2023
Amounts % Capital expenditure analysis Amounts % Amounts %
124 48 Fincantieri S.p.A. 76 66 49 50
134 52 Rest of Group 38 34 49 50
258 100 Total 114 100 98 100
162 63 Shipbuilding 85 75 71 73
24 9 Offshore and Specialized vessels 9 8 5 5
35 14 Equipment, Systems and Infrastructure 13 11 13 13
37 14 Other activities 7 6 9 9
258 100 Total 114 100 98 100
55 21 Intangible assets 62 54 19 19
203 79 Property, plant and equipment 52 46 79 81
258 100 Total 114 100 98 100

(euro/million)
31.12.2023 30.06.2024 30.06.2023
7,651 Revenue and income 3,681 3,669
(5,960) Materials, services and other costs (2,769) (2,863)
(1,219) Personnel costs (684) (607)
(75) Utilizations (14) (14)
397 EBITDA1 214 185
5.2% EBITDA margin 5.8% 5.0%
(235) Depreciation, amortization and impairment (123) (113)
162 EBIT 91 72
2.1% EBIT margin 2.5% 2.0%
(169) Financial income/(expenses) (92) (74)
4 Income/(expense) from investments 1
(4) Income taxes (10) 5
(7) Adjusted profit/(loss) for the period (10) 3
(7) of which attributable to Group (7) 5
(61) Extraordinary or non-recurring income and (expenses) (23) (33)
(61) - of which costs related to asbestos litigation (18) (33)
- of which other costs linked to non-recurring activities (5)
15 Tax effect on extraordinary or non-recurring income and expenses 6 8
(53) Profit/(loss) for the period (27) (22)
(53) of which attributable to Group (24) (20)

The first half of 2024 confirmed growth in marginality, bringing EBITDA14 to euro 214 million (+15.6% compared to euro 185 million in the first half of 2023), with an EBITDA margin at 5.8% (5.0% as at 30 June 2023) supported by the positive contribution of all segments in which the Group operates. The results are in line with expectations and confirm the growth envisaged in the Business Plan for the year 2024.

EBITDA Analysis

Details of income and expenses not included in EBITDA are shown in the following table:

The EBIT15 achieved was a positive euro 91 million in the first half of 2024 (euro 72 million in the corresponding period of 2023). The EBIT margin (as a percentage of revenue and income) was positive for 2.5% (negative for 2.0% as at 30 June 2023). The improvement in EBIT reflects the increase in Group EBITDA, despite the increase in depreciation and amortization for the period (euro 123 million) compared to the first half of 2023 (euro 113 million).

Financial income/(expenses) reports net expenses of euro 92 million (net expenses of euro 74 million as at 30 June 2023). The increase compared to the value as at 30 June 2023 was mainly due to higher interest expenses and other charges to banks, mainly as a result of the rise in interest rates, net of the positive contribution from interest income accrued on receivables from shipowners and income generated by financial hedges.

Income taxes were negative in the amount of euro 10 million, whereas in the first half of 2023 they had made a positive contribution of euro 5 million to the results of operations, mainly due to the tax consolidation income recognised in the comparative period.

The Adjusted profit/(loss) for the period was negative by euro 10 million as at 30 June 2024 (positive by euro 3 million in the first half of 2023).

Extraordinary and non-recurring income and expenses were negative in the amount of euro 23 million (negative for euro 33 million as at 30 June 2023) and refer to litigation costs for damages caused by asbestos amounting to euro 18 million and to other costs for extraordinary transactions (relating to the acquisitions and Share Capital increase) totalling euro 5 million.

The Tax effect of extraordinary or non-recurring income and expenses was positive for euro 6 million (euro 8 million in the first half of 2023).

As a result of the above, the Profit/(loss) for the period was a loss of euro 27 million (loss of euro 22 million as at 30 June 2023). The Group share of Profit/(loss) for the period was a loss of euro 24 million (loss of euro 20 million in the first half of 2023).

31.12.2023 30.06.2024 30.06.2023
(61) Provisions for costs and legal expenses associated with asbestos-related lawsuits (18) (33)
Other extraordinary or non-recurring income and expenses (5)
(61) Total (23) (33)

(euro/million)

The reclassified consolidated statement of financial position shows Net invested capital as at 30 June 2024 of euro 2,881 million (euro 2,705 million as at 31 December 2023). The increase is mainly due to the following

factors:

• Net fixed capital: amounts to euro 3,018 million as at 30 June 2024, showing a euro 49 million increase compared to 31 December 2023 (euro 2,969 million). The most significant effects include the euro 104 million increase in Intangible assets, as the net effect of the entry of Remazel into the scope of consolidation (the acquisition of which led to the recognition of goodwill in the amount of euro 45 million, client relationships and order backlog in the amount of euro 32 million and other assets in the amount of euro 3 million), investments made in the period (euro 63 million), net of amortization (euro 39 million);

• Net working capital: negative for euro 177 million (negative for euro 316 million as at 31 December 2023) with an increase of euro 139 million. The main changes related to the increase in Construction contracts and client advances (euro 416 million), due to the stage of completion of cruise orders under construction,

  • and the increase in Trade payables (euro 223 million).

Equity amounted to euro 457 million, increased by euro 23 million, mainly due to the positive change in the cash flow reserve tied to the cash flow hedging instruments (euro 42 million) and the currency translation reserve (euro 4 million) net of the loss for the period (euro 27 million). As at 30 June 2024, equity did not reflect the Share Capital increase that was completed on 16 July 2024, which resulted in an increase of approximately euro 381 million (equal to about euro 400 million net of estimated related costs).

30.06.2023 30.06.2024 31.12.2023
471 Intangible assets 578 474
123 Rights of use 122 125
1,644 Property, plant and equipment 1,679 1,684
113 Investments 62 60
161 Non-current financial assets 612 668
13 Other non-current assets and liabilities 18 12
(53) Employee benefits (53) (54)
2,472 Net fixed capital 3,018 2,969
850 Inventories and advances 816 801
1,973 Construction contracts and client advances 1,048 632
777 Trade receivables 815 767
(2,707) Trade payables (2,694) (2,471)
(209) Other provisions for risks and charges (239) (237)
207 Other current assets and liabilities 77 192
891 Net working capital (177) (316)
1 Assets held for sale 40 52
3,364 Net invested capital 2,881 2,705
863 Share Capital 863 863
(313) Reserves and retained earnings attributable to the Group (404) (430)
1 Non-controlling interests in equity (2) 1
551 Equity 457 434
2,813 Net financial position 2,424 2,271
3,364 Sources of funding 2,881 2,705

RECLASSIFIED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The Consolidated net financial position16 shows a net debt balance of euro 2,424 million, slightly higher compared to 31 December 2023 (net debt of euro 2,271 million). The change compared to 31 December 2023 is mainly attributable to the typical dynamics of working capital related to the cruise and offshore business and the investments made during the period. The cash absorption from the construction of the cruise ships was only partially offset by the delivery of two units in the first six months of 2024. The Consolidated net financial position is also still affected by the support strategy for shipowners implemented following the COVID-19 outbreak. As at 30 June 2024, the Group had non-current financial receivables, and as such not included in the Net financial position, of euro 601 million granted to its customers (down compared to euro 630 million as at 31 December 2023 since a portion became collectable within the short term and is therefore now included in the Net financial position).

The Net financial position does not include payables to suppliers for reverse factoring classified as trade payables, which amount to euro 726 million at 30 June 2024 (euro 493 million at 31 December 2023) and represent the value of invoices, formally liquid and collectable, assigned by suppliers to an agreed lending institution and which benefit from extensions granted by the suppliers themselves in favour of the Group. For further detail on the accounting criteria adopted regarding these transactions, please refer to Section 8.1 "Reverse Factoring" in Note 3 to the Consolidated Financial Statements as at 31 December 2023.

(euro/million)
30.06.2023 30.06.2024 31.12.2023
(282) Current financial payables (488) (301)
(88) Debt instruments - current portion (196) (146)
(895) Current portion of bank loans and credit facilities (435) (597)
(850) Construction loans (200) (262)
(2,115) Current debt (1,319) (1,306)
(1,164) Non-current financial payables (1,627) (1,779)
(1,164) Non-current debt (1,627) (1,779)
(3,279) Total financial debt (2,946) (3,085)
333 Cash and cash equivalents 430 758
133 Other current financial assets 92 56
(2,813) Net financial position (2,424) (2,271)

* Please refer to the definition contained in the section Alternative Performance measures 1 This figure does not include extraordinary or non-recurring income and expenses. See the description contained in the section Alternative Performance Measures. The index in the table is determined on the basis of economic parameters for the 12-month period from 1 July 2023 to 30 June 2024 and from 1 July 2022 to 30 June 2023. See the definition contained in the section Alternative Performance Measures

The Reclassified consolidated statement of cash flows shows positive net cash flows for the period of euro 325 million (negative for euro 222 million in the first half of 2023) due to a cash flow generated by operating activities of euro 70 million (negative for euro 99 million as at 30 June 2023), which reflects the dynamics of working capital, and by investments for the period net of disposals, which resulted in net absorption of resources amounting to euro 133 million (euro 66 million as at 30 June 2023), and by the financing activities for the period, which absorbed resources for 122 million (euro 57 million as at 30 June 2023).

The following table presents additional economic and financial indicators used by the Group's management to monitor the performance of its main business indicators in the periods considered. The following table shows the trend in the main profitability ratios and the strength and efficiency of the statement of financial position in terms of the relative importance of sources of funding between net debt and equity for the periods ended 30 June

2024 and 31 December 2023.

Compared to 30 June 2023, the trend in ROI reflects the improvement of the Operating result and the reduction in Net invested capital, while the trend in ROE reflects the deterioration in Equity and Net profit/(loss) as at 30 June 2024.

The indicators of strength and efficiency of the statement of financial position reflect, compared to the previous six-month period, the decrease in both Total financial debt and Net financial position more than offset by the reduction in Equity. Net financial position/EBITDA ratio of 5.7x as at 30 June 2024 was a clear improvement compared to 30 June 2023. Further improvement is expected at year-end 2024, from a value ranging between 5.5x and 6.5x to one ranging between 4.5x and 5.5x, not including the effects of the Share Capital increase (value between 3.7x and 4.7x, including the temporary effect of the Share Capital increase).

(euro/million)
31.12.2023 30.06.2024 30.06.2023
637 Net cash flows from operating activities (70) (99)
(106) Net cash flows from investing activities (133) (66)
(330) Net cash flows from financing activities (122) (57)
201 Net cash flows for the period (325) (222)
565 Cash and cash equivalents at beginning of period 758 565
(8) Effects of currency translation difference on opening cash and cash equivalents (3) (10)
758 Cash and cash equivalents at period end 430 333
31.12.2023 30.06.2024 30.06.2023
5.5% ROI* 3.3% 2.2%
-10.4% ROE* -6.1% -3.9%
7.1 Total financial debt/Total Equity 6.4 5.9
5.7 Net financial position/EBITDA1 5.7 8.9
5.2 Net financial position/Total Equity 5.3 5.1

CONSOLIDATED NET FINANCIAL POSITION RECLASSIFIED CONSOLIDATED STATEMENT OF CASH FLOWS

ECONOMIC AND FINANCIAL INDICATORS

Operational review by segment

Shipbuilding

The Shipbuilding segment is engaged in the design and construction of vessels for the cruise ships and defence vessels business areas. Production is carried out at the Group's shipyards in Italy, Europe and the United States.

Order intake

Capital expenditure

In the first six months of 2024, orders worth euro 6,695 million were acquired in the Shipbuilding segment,

mainly related to:

  • 4 cruise ships for the Oceania Cruises brand and 2 for the Regent Seven Seas Cruises brand of the Norwegian Cruise Line Holdings Ltd. group;
  • the fifth and sixth frigates of the Constellation FFG(X) program for the US Navy;
  • a small vessel for the US Government.
  • the fourth submarine in the U212NFS (Near Future Submarine) program for the Italian Navy;
    -

Investments in property, plant and equipment mainly refer to:

  • at the Riva Trigoso shipyard, the package of works in progress for highly automated plant engineering and the general reorganization of the prefabrication workshop, due to the increased production capacity of the shipyard and increased efficiency of construction activities for naval projects;
  • for the Sestri Ponente shipyard, the plant engineering works related to the extensive reconfiguration, which will allow the site to overcome the current size limitations for ships under construction;
  • in the US shipyards of Marinette Marine and Bay Shipbuilding, the completion of the major investment plan shared with the US Navy during the acquisition of the Constellation program;
  • on the Jacksonville operating site (Fincantieri Marine System North America), the investments to adapt the configuration and infrastructure, as well as production facilities, to ensure maintenance activities mainly for the surface vessels of the Constellation program, as well as other US Navy surface vessels, without neglecting the merchant ship repairs business segment;
  • the highest sustainability criteria;
  • specific initiatives for energy efficiency in production infrastructure, equipment and buildings, with the possibility of monitoring, managing and thus reducing environmental impact at the Group level.
    -

• the overall process of ongoing modernization and gradual replacement of poorly performing or obsolete assets with more advanced and efficient technological solutions in line with new operating requirements and

• initiatives to research and implement safety levels beyond the legal requirements;

EBITDA

Revenue and income

The segment's EBITDA as at 30 June 2024 amounted to euro 172 million, with an EBITDA margin of 6.2% realised in the half-year. Despite the reduction in volumes, the marginality is in line with the actual figures as at 30 June 2023 (EBITDA margin 6.1%) and confirms the expectations for 2024.

Shipbuilding segment revenues of euro 2,761 million in the first half of 2024 were down 7.1% compared to the comparative period of 2023 (euro 2,972 million), mainly due to the drop in production volumes recorded in the first half of the year, with growth forecast in the second half of the year in line with the strategic plan targets for 2024.

The cruise ships business area closed the first half of 2024 with revenues of euro 1,832 million (euro 1,970 million as at 30 June 2023), down 7.0% compared to the same period of the previous year following the redefinition of the production plans of some ships, agreed with the shipowners, which envisages a greater development of activities in the second half of the year.

The 6.8% decrease in revenue in the defence vessels business area compared to the first half of 2023 (euro 906 million at 30 June 2024 vs euro 972 million at 30 June 2023) is consistent with the development of the order backlog in Italy, which is expected to increase sharply in the second half of the year with the effectiveness of the contract for the sale of two PPA vessels to the Indonesian Ministry of Defence. It was also still affected by the lower production volumes developed in the first half of the year by the Group's US shipyards, which were particularly involved in the development of the Constellation FFG(X) and Foreign Military Sales programs between the US and Saudi Arabia.

The cruise ships and defence vessels business areas contribute 46% and 23% respectively (49% and 24% as at 30 June 2023)17.

The remaining balance of euro 23 million relates to the portion generated by the Ship Interiors business area with third-party clients (euro 30 million as at 30 June 2023).

* Before adjustments between operating segments

** Ratio between segment EBITDA and Revenue and income

1 This figure does not include Extraordinary or non-recurring income and expenses. See the definition contained in the section Alternative Performance Measures

(euro/million)
31.12.2023 30.06.2024 30.06.2023
6,129 Revenue and income* 2,761 2,972
367 EBITDA1/* 172 181
6.0% EBITDA margin/
*
6.2% 6.1%
4,148 Order intake* 6,695 1,106
28,471 Order book* 33,141 28,635
18,908 Order backlog* 23,068 18,589
162 Investments 85 71
11 Ships delivered
(number)
3 4
Production
(number)
The number of ships delivered during the first six months of 2024 is analysed as follows: Revenue and income As at 30 June 2024, the Offshore and Specialized Vessels segment showed revenues of euro 582 million, up
20.9% compared to the comparative period of 2023, confirming the growth trend of the last few years, driven in
particular by the increase in demand in the market for offshore wind support equipment, which led to a significant
increase in the backlog, amounting to approximately euro 2.1 billion as at 30 June 2024.
Deliveries
Cruise ships 2
Other 1 EBITDA EBITDA, as at 30 June 2024, was positive in the amount of euro 26 million, up by 36.8% compared to 30 June
2023 (euro 19 million), with an EBITDA margin of 4.5% (4.0% in the first half of 2023), which confirms Vard's
marginality recovery path and growth forecasts for the second half of the year.
In detail:

"Sun Princess", the first of the new LNG (liquefied natural gas) class for the shipowner Princess Cruises, a
brand of the Carnival group, at the Monfalcone shipyard;

"Queen Anne" for the shipowner Cunard, a brand of the Carnival group, at the Marghera shipyard;

an LNG bunker barge for the client Crowley Maritime Corporation at its Sturgeon Bay (Wisconsin) facility.
Order intake The order intake in the Offshore and Specialized Vessels segment in the first six months of 2024 amounted to
euro 762 million (book-to-bill of 1.3) and mainly related to:

6 CSOV units: 2 for Windward Offshore, 2 for Dong Fang Offshore, 1 for Navigare Capital Partners and 1 for
Cyan Renewables;

1 OECV unit for Island Offshore;
Offshore and Specialized vessels
1 fishery unit for Havbryn AS.
(euro/million) The Offshore and Specialized vessels segment includes the design and construction of high-end offshore support
vessels, specialized vessels, offshore wind plant vessels as well as its own range of innovative products in the field
of semi-submersible drilling ships and platforms. Fincantieri operates in this segment through the VARD group
and Fincantieri Oil & Gas S.p.A.
Capital expenditure Capital expenditure in the first six months of 2024 mainly relates to:

the continuation, in the Vietnamese yard of Vung Tau, of the site expansion program aimed at increasing
production capacity to strengthen the company's leadership position in the construction of SOV;

work on facilities to maintain the efficiency and safety of production plants in order to ensure the continuity
of business operations.
31.12.2023 30.06.2024 30.06.2023
1,070 Revenue and income* 582 482 Production The number of ships delivered during the first six months of 2024 is analysed as follows:
52 EBITDA1/* 26 19
4.9% EBITDA margin/
*
4.5% 4.0% (number)
1,801 Order intake* 762 817 Deliveries
2,715 Order book* 3,139 2,484 Wind 2
1,866 Order backlog* 2,106 1,408 Fishery 1
24 Investments 9 5 Other 1
  • "Sun Princess", the first of the new LNG (liquefied natural gas) class for the shipowner Princess Cruises, a brand of the Carnival group, at the Monfalcone shipyard;
  • "Queen Anne" for the shipowner Cunard, a brand of the Carnival group, at the Marghera shipyard;
  • an LNG bunker barge for the client Crowley Maritime Corporation at its Sturgeon Bay (Wisconsin) facility.

Deliveries Cruise ships 2 Other 1 (number)

Offshore and Specialized vessels

* Before adjustments between operating segments

** Ratio between segment EBITDA and Revenue and income

1 This figure does not include Extraordinary or non-recurring income and expenses. See the definition contained in the section Alternative Performance Measures

31.12.2023 30.06.2024 30.06.2023
1,070 Revenue and income* 582 482
52 EBITDA1/* 26 19
4.9% EBITDA margin/
*
4.5% 4.0%
1,801 Order intake* 762 817
2,715 Order book* 3,139 2,484
1,866 Order backlog* 2,106 1,408
24 Investments 9 5
15 Ships delivered
number
4 7

(euro/million)

In detail:

• a CSOV for the client Norwind Offshore AS at the Brattvåg (Norway) shipyard; • a SOV for the client REM Wind AS at the Vung Tau (Vietnam) shipyard; • a fishery unit for Deutche Fischfang-Union GmbH & Co. KG. at the Brattvåg (Norway) shipyard; • a remote controlled robotic unit for the company Ocean Infinity Group Limited at the Vung Tau (Vietnam)

-

  • shipyard;

Equipment, systems and infrastructure

The Equipment, Systems and Infrastructure segment includes the following business areas: Electronics and Digital Products Cluster18, Mechanical Systems and Components Cluster19 and Infrastructure Cluster. These activities are carried out by Fincantieri S.p.A. and by its Italian and foreign subsidiaries.

It should be noted that, following a reorganisation at the beginning of the year, the activities of the Vard Electro group, included in the Mechanical Systems and Components Cluster until 31 December 2023, were reallocated to the Electronics and Digital Products Cluster. Appropriately reclassified comparative figures as at 31 December 2023 and 30 June 2023 have been prepared and are shown below as restated values.

2,111 2,111 Order backlog* 2,028 1,937 1,937
4 4 Investments 1 2 2
* Before adjustments between operating segments
** Ratio between segment EBITDA and Revenue and income
1 This figure does not include Extraordinary or non-recurring income and expenses. See the definition contained in the section Al
ternative Performance Measures
Revenue and income
As at 30 June 2024, Equipment, Systems and Infrastructure segment revenues amounted to euro 647 million,
an increase of 20.0% compared to the first half of 2023. The increase is mainly attributable to the positive per
formance of all the clusters included in the segment.
The Mechanical Systems and Components cluster grew by 6.3% excluding the contribution of the Remazel group,
consolidated starting from 202420, amounting to euro 46 million in the half year.
The 8.1% increase in revenue in the Electronics and Digital Products cluster was due to the higher volumes
developed in the first half of 2024 by Vard Electro in support of its cruise ships construction and offshore wind
activities.
In the Infrastructure cluster, the increase in revenue (+16.1%) is mainly attributable to some infrastructure
projects becoming fully operational and the stage of completion of some hospital construction contracts develo
ped by the subsidiary FINSO.
EBITDA The segment's EBITDA as at 30 June 2024 was positive at euro 40 million, with an EBITDA margin of 6.2%,
which is a clear increase over the previous period (1.2% as at 30 June 2023) and in line with growth forecasts.
The improvement is mainly due to the positive contribution of the Infrastructure cluster, which closed the first half
of 2024 with a positive EBITDA of euro 15 million, compared to the negative margin of 2023 (euro 10 million).
EBITDA for the first half of 2024 also benefitted from the Remazel group's contribution of about 1% in terms of
marginality.
Order intake New order intake for the Equipment, Systems and Infrastructure segment amounts to euro 493 million in 2024
and for the business areas mostly comprises:

Electronics and Digital Products Cluster: in the Digital Solutions area, the contracts from Leonardo for the
Railways line are worth mentioning. In the Defence Systems business unit, the Combat supplies of Minicoli
31.12.2023
reported
31.12.2023
restated
30.06.2024 30.06.2023
restated
30.06.2023
reported
TOTAL EQUIPMENT, SYSTEMS AND INFRASTRUCTURE
1,100 1,100 Revenue and income* 647 539 539
24 24 EBITDA1/* 40 7 7
2.2% 2.2% EBITDA margin/
*
6.2% 1.2% 1.2%
1,050 1,050 Order intake* 493 382 382
4,338 4,338 Order book* 4,554 4,125 4,125
2,688 2,688 Order backlog* 2,743 2,425 2,425
35 35 Investments 13 13 13

(euro/million)

31.12.2023
reported
31.12.2023
restated
30.06.2024 30.06.2023
restated
30.06.2023
reported
ELECTRONICS AND DIGITAL PRODUCTS CLUSTER
180 351 Revenue and income* 182 168 78
67 221 of which within the Group 123 109 26
(1) 9 EBITDA1/* 7 8 1
-0.5% 2.6% EBITDA margin/
*
3.8% 4.6% 1.8%
180 233 Order intake* 94 83 53
358 447 Order book* 528 460 385
278 317 Order backlog* 330 253 227
8 10 Investments 3 3 2

(euro/million)

31.12.2023
reported
31.12.2023
restated
30.06.2024 30.06.2023
restated
30.06.2023
reported
MECHANICAL SYSTEMS AND COMPONENTS CLUSTER
426 255 Revenue and income* 175 122 212
298 143 of which within the Group 73 66 148
36 26 EBITDA1/* 19 9 16
8.3% 10.1% EBITDA margin/
*
10.9% 7.4% 7.3%
313 259 Order intake* 199 119 148
823 734 Order book* 876 746 821
300 261 Order backlog* 386 235 261
23 21 Investments 9 8 9

(euro/million)

31.12.2023 reported

31.12.2023
restated
30.06.2024 30.06.2023
restated
30.06.2023
reported
INFRASTRUCTURE CLUSTER
495
495
Revenue and income* 291 250 250
17
17
of which within the Group 5 7 7
(11)
(11)
EBITDA1/* 15 (10) (10)
-2.2%
-2.2%
EBITDA margin/
*
5.0% -4.0% -4.0%
558
558
Order intake* 200 181 181
3,158
3,158
Order book* 3,151 2,920 2,920
2,111
2,111
Order backlog* 2,028 1,937 1,937
4
4
Investments 1 2 2

(euro/million)

• Electronics and Digital Products Cluster: in the Digital Solutions area, the contracts from Leonardo for the Railways line are worth mentioning. In the Defence Systems business unit, the Combat supplies of Minicolibri and Systematic to Leonardo, and STACOM supplies to AICOX and Global Comms Exchange. In Maritime Systems, Platform Cruise supplies for FourSeason and in Navy area the FREMM Simulator to Orizzonte Sistemi Navali. The supply of the training simulation system to the Merchant Marine Academy by the Maritime & Naval Center of Excellence. In the Unmanned Systems area, the order for the feasibility study for the development of an Unmanned platform for the recovery of next-generation rocket components from the European Space Agency. We also highlight the continuation of lifecycle management, cybersecurity and specialised engineering consulting and research activities in the Maritime field and in the field of Electromagnetism, in Capital expenditure Investments in the first half of 2024 mainly concern:

  • the continuation of Isotta Fraschini Motori's capital expenditure as part of the IFuture project, a program launched in 2020 by the company with the aim of studying innovative solutions for the improvement and expansion of its product portfolio;
  • work on facilities to maintain the efficiency and safety of production plants in order to ensure the continuity of business operations.
  • Mechanical Systems and Components Cluster: orders for a stabiliser plant for the Asenav shipyard (Chile) and one for Meyer Turku (Finland), a turbo-generator for Cosumar (Morocco) and one for Veolia/Soval (France), a feasibility study for a barge power generation plant for Last Energy (USA), after-sales services and supply of spare parts on steam turbines and naval machinery, after-sales service and spare parts on engines for the Italian and French Navies, as part of the Whiptail project supply of a mooring system and twopipe-lifting systems for the client SBM. Activities related to the ITER project focused on the construction of a prototype nuclear reactor and the integration of electric propulsion on Navigazione Laghi lake vessels continue. Finally, activities started related to the development of cold ironing21 in the ports of Civitavecchia and Venezia Fusina, where Fincantieri SI won the tender for the electrification of the docks within two consortia;
  • Infrastructure Cluster: construction works for Lot 1 from Alghero to Olmedo S.S. 291 "Della Nurra"; supply, installation and subsequent dismantling of 16 excavation support struts for the new high-speed railway station at Firenze Belfiore (Milan-Naples section); construction works for three steel bridges in Romania; construction of the offshore platform at the Port of Venice (Montesyndial Container Terminal); renovation and expansion with seismic adaptation of the Mugello hospital.

Other activities

Capital expenditure The main initiatives relate to capital expenditure on:

  • the strengthening of the Group's digital transformation process mainly focused on: (i) expanding the scope of intervention within the production processes, extending solutions to the various work phases in line with the strategic guidelines defined in the Business Plan (e.g. digitalization of auxiliary processes, introduction of machine learning processes, first approach to the use of artificial intelligence solutions, digital twin, IoT, virtual reality) and (ii) the use of advanced analysis/reporting tools;
  • the completion of the project to upgrade the IT environment through the implementation of a high-tech multi-cloud infrastructure;
  • the development of information systems to: (i) support the Group's growing activities with particular reference to the upgrade of management systems and the standardization of management platforms and digital tools among the main subsidiaries and (ii) optimize process management with a focus on production (operational excellence);
  • the continuous implementation of new cyber security tools.

As in previous years, capital expenditure in renewing the Group's network infrastructure and hardware continued.

Other assets primarily refer to the costs incurred by the Parent Company for directing, controlling and coordinating the business that are not allocated to other operating segments.

n.a. not applicable

* Before adjustments between operating segments ** Ratio between segment EBITDA and Revenue and income

1 This figure does not include Extraordinary or non-recurring income and expenses. See the definition contained in the section Alternative Performance Measures

31.12.2023 30.06.2024 30.06.2023
4 Revenue and income* 1 2
(46) EBITDA1/* (24) (22)
n.a. EBITDA margin/
*
n.a. n.a.
37 Investments 7 9

(euro/million)

In order to concretely execute the strategic guidelines, Fincantieri has adopted an integrated ERM-PRM (Enterprise Risk Management - Project Risk Management) risk management model, in accordance with the principles contained in the Corporate Governance Code for Listed Companies, which envisages the identification, assessment and management of risk events through a continuous, recurring and widespread process within the organisation, minimising impacts and enhancing opportunities for growth and development.

Based on the risk assessment and monitoring process and taking into account the performance of operations and the macroeconomic environment of reference in the first half of 2024, the risk events to which the Group is exposed appear to be aligned with those identified in the previous annual assessment illustrated in the Group's Report on Operations included in the 2023 Financial Statements, to which explicit reference is made.

Risk Management Other information

On 4 January 2024 Fincantieri received Gender Equality Certification from RINA. The Group is the first in the shipbuilding industry in Italy to obtain it, demonstrating its commitment to labour equality and inclusion. On 18 January 2024 Fincantieri was given the Top Employer Italy award for the third consecutive year. It is a form of certification awarded only to companies that meet high standards in Human Resource strategies and policies

On 9 February 2024 Fincantieri was awarded an A- rating for the fourth consecutive year by CDP (formerly the Carbon Disclosure Project) - the independent non-profit body of reference for environmental reporting - thus

On 4 March 2024, Fincantieri joined the prestigious Industrial Liaison Program (ILP) of the Massachusetts Institute of Technology (MIT). By joining this program, the Group will be able to engage with researchers, faculty members and students to stay at the forefront of innovation. The collaboration is part of the course towards the implementation of the 2023-2027 Business Plan. This agreement will become part of Fincantieri's commitment to innovate and be at the forefront of the development of new technologies on strategic topics, such as Digital Transformation, with a focus on Artificial Intelligence, the Energy Transition and Maritime Sustainability.

On 6 March 2024, Fincantieri started the first Italian language course for foreign personnel in Riva Trigoso. The initiative follows a Memorandum of Understanding signed between the Group and the CPIA Levante Tigullio and

On 12 March 2024, Fincantieri signed two MoUs in Doha. The first with the naval shipyard in Alexandria, Egypt, which aims to define the principles for discussions that will mainly focus on finding new opportunities for the construction of new ships. The partnership will concentrate on potential new ship programs of various types for the defence sector. The second with Qatar Emiri Naval Forces (QENF) with the aim of starting discussions with the goal of entering into new contracts for the provision to QENF personnel of cutting-edge education and training

January
to contribute to well-being for people and improve the working environment.
February
placing the Group in the Leadership bracket.
March
supported by the Sestri Levante Social Policies Department.
courses.

Other significant events in the period

The market capitalization of Fincantieri S.p.A., at the closing price on 21 June 2024, was approximately euro 847 million, above the carrying amount of Equity (euro 457 million as at 30 June 2024).

On 24 June 2024, the capital increase resolved upon on 11 June 2024 by the Board of Directors of Fincantieri commenced, with the consequent detachment of the option rights relating to the shares under offer. In the table below, we have therefore chosen to represent the data calculated on the basis of the closing price of 21 June 2024, prior to the adjustment for the aforementioned detachment (so-called K coefficient) effective from 24

It should also be noted that on 17 June 2024, in view of the aforesaid Share Capital increase, the ordinary shares of Fincantieri, amounting to 1,699,651,360, were regrouped into 169,965,136 newly issued ordinary shares, at

Market capitalization
June 2024.
a ratio of 1 new ordinary share for every 10 existing shares.
(euro/million)

* Number of shares issued multiplied by reference share price at period end ** Last day before detachment of the option rights for the capital increase finalised in July 2024

31.12.2023 21.06.2024** 30.06.2023
0.54 Average share price in the period euro 5.91 0.57
0.56 Share price at period end euro 4.98 0.51
1,700 Number of shares issued million 170 1,700
1,692 Number of shares outstanding at period end million 169 1,689
948 Market capitalization* euro/milion 847 865

The Ordinary Shareholders' Meeting held on 23 April 2024 approved the "2024-2025 Widespread Shareholders Plan" for Fincantieri Group employees, which provides for the free allocation of one ordinary share for every five Fincantieri shares purchased by employees against, alternatively, the conversion of all or part of the performance bonus into welfare and the use of the credit for the subscription of Fincantieri shares or the direct purchase by employees. An additional share will be granted free of charge for every 5 shares purchased against the employee's retention of Fincantieri shares in the portfolio for 12 months.

On 19 March 2024 Fincantieri and Saipem, global leader in the engineering and construction of infrastructure for the energy sector, both offshore and onshore, signed a Memorandum of Understanding to evaluate commercial and industrial opportunities for cooperation in the field of autonomous subsea vehicles and their integration with surface and underwater units. The Memorandum is among the initiatives aimed at promoting and developing national excellence in the Underwater sector.

April

On 4 June 2024, Fincantieri signed an agreement with iGenius, an Italian scale-up active in the field of research and development of Generative Artificial Intelligence technologies, aimed at setting up a collaboration for the development of AI systems based on an entirely Italian platform. This operation is part of the Artificial Intelligence development plan that Fincantieri is pursuing with the aim of strengthening its control of a technology with high development potential, evaluating solutions that can improve the performance, safety and efficiency of its products and processes.

On 7 June 2024, the European Commission selected the bid for the European Patrol Corvette project submitted by a consortium of industries comprising the three European shipyards Navantia (ES), Fincantieri (IT) and Naval Group (FR), together with Naviris (FR/IT) and Hydrus (GR) for the second European Defence Fund tender for the Modular and Multirole Patrol Corvette. The contract will be negotiated with OCCAR-EA under a mandate from the European Commission.

June

Key events after the reporting period ended 30.06.2024

On June 11, 2024, the Board of Directors resolved to exercise the proxy granted by the Extraordinary Shareholders' Meeting held on the same date to increase Fincantieri's Share Capital, on a divisible basis and against payment, in one or more tranches, for a period of five years from the date of the resolution and for a maximum total amount of euro 500,000,000.00, including any share premium, structured as follows (i) a first tranche ("Capital Increase Under Option"), on a divisible basis, for a total maximum amount of euro 400,000,000.00, inclusive of any share premium, through the issuance of ordinary shares, with no par value, cum warrants (entitling the holder to subscribe for ordinary shares against payment, the "Warrants"), with regular dividend rights and the same characteristics as the ordinary shares in circulation at the issue date, to be admitted to trading on the Euronext Milan regulated market organised and managed by Borsa Italiana S.p.A. ("EXM") and to be offered as an option to the shareholders pursuant to art. 2441, paragraph 1, of the Italian Civil Code by 31 December 2024 (the "New Shares"), and (ii) a second tranche (the "Warrant Capital Increase"), divisible, for a total maximum amount of euro 100,000,000.00, inclusive of any share premium, through the issue, in one or more tranches, of ordinary shares, without par value, with regular dividend rights and the same characteristics as the ordinary shares outstanding at the issue date, to be admitted to trading on the EXM, at the service of the exercise of the aforesaid Warrants (i.e. "Conversion Shares"), to be subscribed within a maximum of 36 months from the full payment of the capital increase.

In this context, the Board of Directors also resolved on the same date to exercise the proxy conferred by the Extraordinary Shareholders' Meeting of 11 June 2024 by proceeding with a share regrouping operation aimed at reducing the number of shares outstanding at the end of the capital increase and simplifying the administrative management thereof.

On 19 June 2024, Consob authorised the publication of the offering circular relating to: (i) the offer and admission to trading on the regulated market Euronext Milan, organised and managed by Borsa Italiana S.p.A., of the New Shares and (ii) the admission to trading on the EXM of the Warrants combined free of charge with the New Shares.

On 20 June 2024, the Board of Directors set the final terms and conditions of the Rights Issue and the Warrant capital increase.

In particular, the Board of Directors set the offer price at euro 2.62 per New Share, of which euro 0.10 was allocated to Share Capital and euro 2.52 to share premium (the offer price includes a discount of 32.2% compared to the theoretical ex-rights price, calculated on the basis of the closing price of Borsa Italiana S.p.A. closing price of Fincantieri shares on 20 June 2024) and consequently resolved to issue a maximum of 152,419,410 New Shares (with the same number of Warrants coupled free of charge), to be offered under option to shareholders at a ratio of 9 New Shares for every 10 Fincantieri shares held. In addition, the Board of Directors set the subscription

On the same date, BNP Paribas, Intesa Sanpaolo, Jefferies, JP Morgan and Mediobanca (jointly, the "Consortium Banks") signed the guarantee agreement for the subscription and release of any New Shares not subscribed at the outcome of the auction of unexercised rights, up to the maximum amount of the capital increase, net of the countervalue of the subscription commitment undertaken by the controlling shareholder CDP Equity S.p.A. on 9

issue a maximum of 22,414,615 Conversion Shares. May 2024 for an amount matching the full portion of its entitlement. of euro 396,134,615.16.

During the option offer period, which commenced on 24 June 2024 and ended on 11 July 2024, 167,996,020 option rights were exercised for the subscription of 151,196,418 New Shares (with the same number of Warrants matched free of charge), representing 99.2% of the total number of New Shares offered, for a total countervalue

The remaining 1,358,880 option rights, corresponding to 1,222,992 New Shares were all sold during the first

trading session held on 15 July 2024. with results being nil.

On 16 July 2024, with the exercise of the 1,358,880 option rights referred to above and the consequent subscription of the corresponding 1,222,992 New Shares, the capital increase under option was successfully concluded, without the intervention of the Consortium Banks being required to subscribe for any unexercised rights,

A total of 152,419,410 New Shares were subscribed (with the same number of Warrants attached free of charge), equal to 100% of the shares offered in the context of the capital increase under Option, for a total countervalue of euro 399,338,854.20, of which euro 15,241,941 to be allocated to capital.

As a result of the transaction, the new share capital amounted to euro 878,222,666.70, fully paid-up, divided

On 17 July 2024, the Group, through its subsidiary Vard, signed a contract for the design and construction of a

into 322,384,546.00 shares with no par value. hybrid CSOV for REM Offshore, the third for the same client. almost 8,000 passengers at full capacity.

On 23 July 2024, Fincantieri signed an agreement with Carnival Corporation & plc for the design, engineering and construction of three new cruise ships for the Carnival Cruise Line brand. The value of the agreement, subject to finalisation of the financing and other standard terms and conditions to be completed later this year, is considered very important. The order covers a new class of liquefied natural gas (LNG) powered ships with a gross tonnage of around 230,000 tonnes, the largest units ever built by Fincantieri and in an Italian shipyard, with scheduled delivery in 2029, 2031 and 2033, respectively. With over 3,000 guest cabins, the new units will be able to carry

Business outlook The strong trend in cruise orders, both in the luxury and large ship markets, confirms the recovery of the segment. In particular, the CLIA stated that, on final balance, the number of cruise passengers in 2023 exceeded all expectations, reaching 31.7 million22 passengers (+7% compared to 2019, the pre-COVID year). The CLIA also confirmed the forecast of reaching more than 39 million cruise passengers by 2027, a trend that, with continued growth at 5%, would lead to about 46 million passengers in 203023 (CAGR for the period 2023-2030 of 5.4%24). New environmental standards, which, correlated with the energy transition drive and increasingly stringent emissions regulations, accelerate fleet obsolescence on the one hand and the spread of increasingly innovative digital technologies on the other, are important drivers of demand for new cruise ships in the future.

In this particularly dynamic context, the Group finalised important orders and agreements, confirming its well-established relationships with all the leading cruise operators (Norwegian Cruise Line, Viking, Crystal).

In the defence segment, new orders were acquired in Italy and the United States, confirming a wide-ranging program and a consolidated relationship with the respective navies; there was also growing ferment in the Asian and Middle Eastern markets, with new orders for Indonesia and the United Arab Emirates - the latter finalised through a collaboration with the EDGE group - and the extension of the effective strategic collaboration with Qatar to training and education activities. In fact, the geopolitical tensions that are dominating the global context are having an incremental impact on defence spending levels, which have already reached, in several countries, higher values than in the past and are expected to grow further, as inferred from publicly accessible sources that are constantly monitored by the Group such as specialised segment databases. This trend is reflected in the desire to strengthen the naval component even of the Group's main traditional customer navies (e.g. the Italian Navy and the US Navy) and the growing strategic importance of the underwater domain in the face of the need to defend critical underwater infrastructures (e.g. telecommunication routes and energy infrastructures).

The offshore market, linked to the demand for specialised equipment to support offshore wind farm operations, continued to express a high volume of new orders for SOV/CSOV units. In this context, the Group acquired significant orders on behalf of European and Asian customers (e.g. Taiwan and Japan), confirming its market leadership (with a share of orders exceeding 30%)25.

The Group continues to execute the backlog and de-risk its order book through structured management of typical business operational risks and reviewing the risk appetite for ongoing commercial initiatives. In order to guarantee operational excellence, careful resource planning continues in line with the requirements of the production programs, with a focus on expanding the workforce, streamlining procurement, strengthening the supply chain and introducing new technologies.

During the first half of the year, for the purpose of strategically strengthening Fincantieri as a technology integrator in the underwater and naval defence segment, it should be noted that:

  • the option for the construction of the fourth submarine of the U212NFS program by the Italian Navy was exercised;
  • an agreement was signed to acquire the Underwater Armament Systems (UAS) business line from Leonardo S.p.A., which is expected to be finalised in early 2025;
  • the acquisition process of Remazel Engineering S.p.A. was completed;
  • a Memorandum of Understanding was signed with Saipem to explore opportunities for commercial and industrial cooperation in the field of underwater vehicles.

The implementation of the additional strategic initiatives envisaged in the Business Plan also continues, with the following planned for 2024:

  • increase operational efficiency through modernisation and automation of sites;
  • consolidate the workforce development training courses launched in Italy, such as the 'Maestri del Mare' project, and in other countries;
  • strengthening system integrator expertise and skills in the naval field;
  • pursue the development of technologies and systems for the decarbonization of the maritime segment, such as the integration of systems for the storage and use of hydrogen on board cruise ships;
  • introduce the use of artificial intelligence within the organisation, which has already been tested in pilot projects developed on engineering and purchasing;
  • contain the purchase costs of materials and services;
  • continue along the path mapped out in terms of further sustainability and energy and digital transition objectives.

Fincantieri confirms its revenue growth forecasts for 2024 at around euro 8 billion (+4.5%), and an EBITDA margin of around 6%, in line with the 2023-27 Business Plan. The deleveraging targets are also confirmed, with the NFP to EBITDA ratio expected to improve from a value ranging between 5.5x and 6.5x to one ranging between 4.5x and 5.5x, not including the effects of the Share Capital increase (value between 3.7x and 4.7x, including the temporary effect of the Share Capital increase).

Transactions with the controlling company and other group companies

Italian stock market regulations In compliance with the provisions of art. 2391-bis of the Italian Civil Code and the Regulation on related party transactions adopted by Consob Resolution No. 17221 of 12 March 2010 and subsequent amendments and additions (the "Consob Regulation"), also taking into account the guidelines provided by the Consob Communication of 24 September 2010, on 5 May 2014 the Board of Directors of Fincantieri S.p.A. adopted the Regulations governing related party transactions (the "RPT Regulations"), which identify the principles to which Fincantieri adheres in order to ensure the transparency and substantive and procedural propriety of related party transactions entered into by the Company, directly or through its subsidiaries. Subsequently, on 3 December 2015, the Parent Company also adopted the "Management of Related Party Transactions" Procedure ("RPT Procedure") in order to describe and define the process, terms and operating procedures for the proper management of related party transactions, defining the responsibilities of the various company organizational units involved in such operations carried out Fincantieri directly or through its subsidiaries as defined by the RPT Regulations. On 10 June 2021, the Board of Directors, after receiving the opinion of the Committee for Related Party Transactions, approved the new text of the RPT Regulation in order to incorporate the amendments made by Consob with Resolution No. 21624 of 10 December 2020 to the Consob Regulation. The Company has also made the necessary adjustments to the Procedure. With reference to related party transactions concluded during the half-year, it should be noted that on 9 May 2024, a sale and purchase agreement was signed between Fincantieri and Leonardo S.p.A. ("Leonardo") for the acquisition by Fincantieri of Leonardo's "Underwater Armament Systems" business line, which constitutes a significant related party transaction. For further information, please refer to the information document prepared pursuant to art. 5 of the Consob Regulation and art. 7.3 of the RPT Regulation and available on the Company's website in the section "Governance and Ethics - Related Party Transactions". The other related party transactions concluded during the half-year do not qualify as either atypical or unusual, since they fall within the normal course of business of the Group's companies. These transactions benefit from the exclusions from the procedural regime provided for ordinary transactions concluded at arm's length or standard terms or for transactions with subsidiaries. Information about related party transactions, including the disclosures required by the Consob Communication dated 28 July 2006, is presented in Note 30 of these Half-Year Financial Statements.

Art. 15 of the Italian Stock Market Regulations (adopted by Consob Resolution no. 20249 of 28 December 2017) sets out the listing conditions for controlling companies for companies incorporated in and governed by the laws of non-EU countries. With reference to the regulatory requirements concerning the listing conditions for controlling companies, incorporated in and governed by the laws of non-EU countries, that are material to the Condensed Consolidated Interim Financial Statements, it is reported that at 30 June 2024, the Fincantieri subsidiaries falling under the scope of the above article are the Vard Group AS and Fincantieri Marinette Marine LLC, part of the FMG group. Suitable procedures have been adopted for these to ensure compliance with the regulations. In accordance with the disclosures required by Consob Communication no. DEM/6064293 dated 28 July 2006, it is reported that no atypical and/or unusual transactions took place during the first half of 2024.

22 Source: CLIA Cruise Industry April 2024, State of the Cruise Industry Report

23 Assumption of continued growth at 5% in the years after 2027, CAGR recorded in the decade to 2019 24 Source: CLIA Cruise Industry April 2024, State of the Cruise Industry Report

25 Share calculated on the SOV/CSOV order book as at 2Q2024, excluding the Chinese market. Source 4COffshore, prepared by Fincantieri

Corporate Governance Information

The Report has been prepared in accordance with the recommendations of the Corporate Governance Code and taking into account the recommendations for the format of the report on corporate governance and ownership structure drawn up by Borsa Italiana S.p.A. (IX Edition January 2022).

The Report contains a general and complete overview of the corporate governance system adopted by Fincantieri S.p.A. In particular, the Report presents the Company's profile and the principles underlying the way it conducts its business; it provides information about the ownership structure and adoption of the Corporate Governance Code, including the main governance practices applied and the main characteristics of the internal control and risk management system; it contains a description of the operation and composition of the management and supervisory bodies and board committees, roles, duties and responsibilities.

The criteria for determining the compensation of the directors are set out in the "Report on the policy regarding remuneration and fees paid" (the "Remuneration Report"), prepared in compliance with the requirements of art. 123-ter of the Italian Consolidated Law on Finance (TUF) and art. 84-quater of the Consob Issuer Regulations, approved by the Board of Directors on 7 March 2024, and published in the "Ethics and Governance" section of the Company's website.

Below is the Corporate Governance structure of Fincantieri S.p.A.

Purchase of treasury shares The Shareholders' Meeting held on 23 April 2024 approved the proposal for authorization to purchase and dispose of treasury shares, subject to the revocation of the previous authorization by the Shareholders' Meeting of 31 May 2023 to service the 2024-2025 Widespread Shareholders Plan. The purchase of treasury shares was authorized for a period of eighteen months from the date of the resolution of the Shareholders' Meeting held on that date, for a maximum amount of shares equal to 10% of the Share Capital. The disposal of treasury shares was authorized without time limits. No treasury shares were purchased during the six-month period. At 30 June 2024, the treasury shares in portfolio amounted to 610,22826 (equal to 0.36% of the Share Capital).

26 The Board of Directors, exercising the proxy conferred by the Extraordinary Shareholders' Meeting held on 11 June 2024, approved the regrouping, at a ratio of 1:10, of 1,699,651,360 Fincantieri ordinary shares (with no express par value) into 169,965,136 newly issued ordinary shares of Fincantieri, having the same characteristics as the issued ordinary shares, by withdrawing and cancelling the issued and existing ordinary shares of Fincantieri and assigning, for every 10 ordinary shares withdrawn and cancelled, 1 newly issued ordinary share of Fincantieri. The grouping was finalised on 17 June 2024. The number of treasury shares was therefore adjusted accordingly

1 On 16 May 2022, the Board of Directors delegated powers to the Chairman concerning the internal control and risk management system. Following the untimely death of the Chairman, General Claudio Graziano, on 17 June 2024, the Board resolved to confer on the Chief Executive Officer, ad interim, the powers conferred on him in relation to the internal control and risk management system, inter alia, until the Chairman's replacement

2 Head of the Compliance department for the prevention of corruption pursuant to UNI ISO 37001:2016 standard

Fincantieri's management reviews the performance of the Group and its business segments, also using certain measures not envisaged by IFRS. In particular, EBITDA, in the configuration monitored by the Group, is used as the main earnings indicator, as it enables the Group's underlying marginality to be assessed without the impact of volatility associated with non-recurring items or extraordinary items outside the ordinary course of business (see the reclassified consolidated income statement given in the section commenting on the Group's economic and financial results); the EBITDA configuration adopted by the Group might not be consistent with the configurations adopted by other companies.

As required by Consob Communication no. 0092543 of 3 December 2015 which implements the ESMA Guidelines on Alternative Performance Measures (document no. ESMA/2015/1415), the components of each of these measures are described below:

  • EBITDA: this is equal to pre-tax earnings, before financial income and expenses, before income and expenses from investments and before depreciation, amortization and impairment, as reported in the financial statements, adjusted to exclude the following items:
    • provisions for costs and legal expenses associated with asbestos-litigation;
    • costs relating to reorganization plans and other non-recurring personnel costs;
    • other extraordinary income and expenses.
  • EBIT: this is equal to EBITDA after deducting recurring depreciation, amortization and impairment of a recurring nature (this excludes impairment of goodwill, other intangible assets and property, plant and equipment recognized as a result of impairment tests or after specific considerations on the recoverability of individual assets).
  • Adjusted profit/(loss) for the period: this is equal to profit/(loss) for the period before adjustments for non-recurring items or those outside the ordinary course of business, which are reported before the related tax effect.
  • Net fixed capital: this reports the fixed assets used in ordinary operations and includes the following items: Intangible assets, Rights of use, Property, plant and equipment, Investments, Non-current financial assets and Other assets (including the fair value of derivatives classified in Non-current Financial assets) net of Employee benefits.
  • Net working capital: this is equal to capital employed in ordinary operations which includes Inventories and advances, Construction contracts and client advances, Trade receivables, Trade payables, Other provisions for risks and charges and Other current assets and liabilities (including Income tax assets, Income tax liabilities, Deferred tax assets and Deferred tax liabilities, as well as the fair value of derivatives classified in Current financial assets).
  • Net invested capital: this is calculated as the sum of Net fixed capital, Net working capital and Assets held for sale.
  • Net financial position includes:
    • Net current cash/(debt): cash and cash equivalents, current financial assets, current financial payables and current portion of medium/long-term loans;
    • Net non-current cash/(debt): non-current bank debt and other non-current financial payables.
  • ROI: Return on investment is calculated as the ratio between EBIT and the arithmetic mean of Net invested capital at the beginning and end of the reporting period.
  • ROE: Return on Equity is calculated as the ratio between Profit/Loss for the period and the arithmetic mean of Total Equity at the beginning and end of the reporting period.
  • Total financial debt/Total Equity: this is calculated as the ratio between Total financial debt and Total Equity.
  • Net financial position/EBITDA: this is calculated as the ratio between the Net financial position and EBITDA (on a 12-month basis, 1 July - 30 June).
  • Net financial position/Total Equity: this is calculated as the ratio between Net financial position and Total Equity.
  • Revenue and income: this is equal to the sum of Operating revenue and Other revenue and income.
  • Provisions: these refer to increases in the Provisions for risks and charges, and impairment of Trade receivables and Other non-current and current assets.

Alternative performance measures

Reconciliation of the reclassified financial statements used in the report on operations with the mandatory IFRS statements

CONSOLIDATED INCOME STATEMENT

30.06.2024 30.06.2023
Mandatory
scheme
Amounts in
reclassified
statement
Mandatory
scheme
Amounts in
reclassified
statement
A – Revenue 3,681 3,669
Operating revenue 3,610 3,597
Other revenue and income 71 72
B - Materials, services and other costs (2,769) (2,863)
Materials, services and other costs (2,775) (2,865)
Recl. to I - Extraordinary or non-recurring income and expenses 6 2
C - Personnel costs (684) (607)
Personnel costs (684) (607)
D - Provisions (14) (14)
Utilizations (31) (45)
Recl. to I - Extraordinary or non-recurring income and expenses 17 31
E – Depreciation, amortization and impairment (123) (113)
Depreciation, amortization and impairment (123) (113)
F – Financial income/(expenses) (92) (74)
Financial income/(expenses) (92) (74)
G - Income/(expense) from investments 1
Income/(expense) from investments 1
H - Income taxes (10) 5
Income taxes (4) 13
Recl. to L - Tax effect of extraordinary or non-recurring income and expenses (6) (8)
I - Extraordinary or non-recurring income and expenses (23) (33)
Recl. from B - Materials, services and other costs (6) (2)
Recl. from D - Provisions (17) (31)
L - Tax effect on extraordinary or non-recurring income and expenses 6 8
Recl. from H - Income taxes 6 8
Profit/(loss) for the period (27) (22)

(euro/million)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30.06.2024 30.06.2023
Partial values
mandatory
scheme
Amounts in
reclassified
statement
Partial values
mandatory scheme
Amounts in
reclassified
statement
A - Intangible assets 578 474
Intangible assets 578 474
B - Rights of use 122 125
Rights of use 122 125
C - Property, plant and equipment 1,679 1,684
Property, plant and equipment 1,679 1,684
D - Investments 62 60
Investments 62 60
E - Non-current financial assets 612 668
Non-current financial assets 622 683
Recl. to F - Derivative assets (10) (15)
F - Other non-current assets and liabilities 18 12
Other non-current assets 76 67
Recl. from E - Derivative assets 10 15
Other non-current liabilities (68) (70)
G - Employee benefits (53) (54)
Employee benefits (53) (54)
H - Inventories and advances 816 801
Inventories and advances 816 801
I - Construction contracts and client advances 1,048 632
Construction contracts - assets 2,864 2,498
Construction contracts - liabilities and client advances (1,581) (1,599)
Recl. from N - Onerous Contracts Provision (235) (267)
L - Trade receivables 815 767
Trade receivables and other current assets 1,197 1,150
Recl. to O - Other current assets (382) (383)
M - Trade payables (2,694) (2,471)
Trade payables and other current liabilities (3,195) (2,872)
Recl. to O - Other current liabilities 501 401
N - Other provisions for risks and charges (239) (237)
Provisions for risks and charges (474) (504)
Recl. to I - Onerous Contracts Provision 235 267
O - Other current assets and liabilities 77 192
Deferred tax assets 205 231
Income tax assets 24 34
Derivative assets 24 35
Recl. from L - other current assets 382 383
Deferred tax liabilities (43) (72)
Income tax liabilities (14) (18)
Recl. from M - Other current liabilities (501) (401)
P - Assets held for sale 40 52
Assets as held for sale and discontinued operations 40 52
NET INVESTED CAPITAL 2,881 2,705
Q - Equity 457 434
R - Net financial position 2,424 2,271
SOURCES OF FUNDING 2,881 2,705

(euro/million)

Condensed Consolidated Interim Financial Statements at 30 June 2024

Consolidated statement of financial position
Consolidated statement of comprehensive income
Consolidated statement of changes in equity
Consolidated statement of cash flows

Consolidated Statement of Financial Position

Note 30.06.2024 of which related
parties Note 30
31.12.2023 of which related
parties Note 30
ASSETS
NON-CURRENT ASSETS
Intangible assets 5 577,931 474,440
Rights of use 6 122,435 124,865
Property, plant and equipment 7 1,678,752 1,683,784
Investments accounted for using the equity method 8 35,356 33,459
Other investments 8 26,463 26,161
Financial assets 9 621,987 533 684,173 18,293
Other activities 10 76,555 721 67,038 696
Deferred tax assets 11 205,314 231,390
Total non-current assets 3,344,793 3,325,310
CURRENT ASSETS
Inventories and advances 12 816,249 49,174 801,073 45,664
Contract Assets 13 2,863,632 2,497,790
Trade receivables and other assets 14 1,196,966 121,242 1,149,878 122,167
Income tax assets 15 23,863 34,102
Financial assets 16 114,976 16,481 92,124 16,161
Cash and cash equivalents 17 430,373 757,273
Total current assets 5,446,059 5,332,240
Assets as held for sale and discontinued operations 33 39,892 52,496
TOTAL ASSETS 8,830,744 8,710,046
EQUITY AND LIABILITIES
EQUITY 18
Attributable to owners of the Parent Company
Share Capital 862,981 862,981
Reserves and retained earnings (403,735) (429,861)
Total Equity attributable to owners of the Parent 459,246 433,120
Attributable to non-controlling interests (1,682) 1,041
Total Equity 457,564 434,161
NON-CURRENT LIABILITIES
Provisions for risks and charges 19 336,744 404,717
Employee benefits 20 53,171 54,346
Financial liabilities 21 1,626,924 9,116 1,779,405 4,328
Other liabilities 22 67,898 70,282
Deferred tax liabilities 11 42,538 72,321
Total non-current liabilities 2,127,275 2,381,071
CURRENT LIABILITIES
Provisions for risks and charges 19 136,908 99,347
Employee benefits 20 79 49
Contract liabilities 13 1,581,407 1,599,078
Trade payables and other current liabilities 23 3,194,832 117,715 2,871,749 138,850
Income tax liabilities 13,948 18,227
Financial liabilities 24 1,318,731 147,434 1,306,364 55,514
Total current liabilities 6,245,905 5,894,814
Liabilities directly associated with Assets classified as held for sale
and discontinued operations - -
TOTAL EQUITY AND LIABILITIES 8,830,744 8,710,046

(euro/000)

Consolidated Statement of Comprehensive Income

(euro/000)

Nota 30.06.2024 of which related
parties Note 30
30.06.2023 of which related
parties Note 30
Operating revenue 25 3,609,489 104,340 3,597,085 73,168
Other revenue and income 25 71,433 6,948 72,043 7,466
Materials, services and other costs 26 (2,775,634) (87,224) (2,865,368) (60,165)
Personnel costs 26 (683,624) (606,962)
Depreciation, amortization and impairment 26 (123,265) (113,538)
Utilizations 26 (30,673) (44,856)
Financial income 27 46,855 265 24,357 904
Financial expenses 27 (139,259) (2,508) (98,793) (759)
Income/(expense) from investments 28 116 61
Share of profit/(loss) of investments accounted for using the equity method 28 722 (520)
PROFIT/(LOSS) FOR THE PERIOD BEFORE TAXES (23,840) (36,491)
Income taxes 29 (3,469) 14,329
PROFIT/(LOSS) FOR THE PERIOD (A) (27,309) (22,162)
attributable to owners of the Parent Company (24,483) (20,332)
attributable to non-controlling interests (2,826) (1,830)
Net basic earnings/(loss) per share (euro) 30 (0,14472) (0,01201)
Net diluted earnings/(loss) per share (euro) 30 (0,14286) (0,01183)
Other comprehensive income/(losses), net of tax
Gains/(losses) from remeasurement of employee defined benefit plans 18-20 1,098 3
Total gains/(losses) that will not be reclassified to profit/(loss)
for the period, net of tax
18 1,098 3
- attributable to non-controlling interests - 2
Effective portion of gains/(losses) on cash flow hedging instruments 18 42,180 (5,353)
Gains/(losses) arising from changes in the OCI for the period
of investments accounted for using the equity method
8
Gains/(losses) arising from fair value assessment of securities
and bonds at fair value on the statement of comprehensive income
18 181 (86)
Exchange gains/(losses) arising on translation of foreign subsidiaries'
financial statements
18 3,962 (6,711)
Total gains/(losses) that may be reclassified to profit/(loss)
for the period, net of tax
18 46,323 (12,150)
- attributable to non-controlling interests 333 48
Total other comprehensive income/(losses), net of tax (B) 18 47,421 (12,147)
- attributable to non-controlling interests 333 50
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD (A) + (B) 20,112 (34,309)
attributable to owners of the Parent Company 22,605 (32,529)
attributable to non-controlling interests (2,493) (1,780)

Consolidated Statement of Changes in Equity

Note Share Capital Reserves, retained
earnings and
gains/(losses)
Equity attributable
to owners of the
Parent
Equity attributable
to non-controlling
interests
Total
01.01.2023 18 862,981 (277,486) 585,495 1,408 586,903
Business combinations 1,430 1,430
Share Capital increase
Share Capital increase - non-controlling interests 1,503 1,503 1,503
Acquisition of non-controlling interests
Dividend distribution (120) (120)
Reserve for long-term incentive plan 1,514 1,514 1,514
Reserve for purchase of treasury shares (5,700) (5,700) (5,700)
Put option exercised on non-controlling interests
Put option recognition on non-controlling interests
Other changes/roundings (328) (328) 506 178
Total transactions with owners (3,011) (3,011) 1,816 (1,195)
Net Profit/(Loss) for the period (20,332) (20,332) (1,830) (22,162)
OCI for the period (12,197) (12,197) 50 (12,147)
Total comprehensive income for the period (32,529) (32,529) (1,780) (34,309)
30.06.2023 18 862,981 (313,026) 549,955 1,444 551,399
01.01.2024 18 862,981 (429,861) 433,120 1,041 434,161
Business combinations
Share Capital increase
Share Capital increase - non-controlling interests 75 75
Acquisition of non-controlling interests (20) (20) (105) (125)
Dividend distribution (200) (200)
Reserve for long-term incentive plan 2,434 2,434 2,434
Reserve for purchase of treasury shares 1,165 1,165 1,165
Put option exercised on non-controlling interests
Put option recognition on non-controlling interests
Other changes/roundings (58) (58) (58)
Total transactions with owners 3,521 3,521 (230) 3,291
Net Profit/(Loss) for the period (24,483) (24,483) (2,826) (27,309)
OCI for the period 47,088 47,088 333 47,421
Total comprehensive income for the period 22,605 22,605 (2,493) 20,112
30.06.2024 18 862,981 (403,735) 459,246 (1,682) 457,564

(Euro/000)

Consolidated Statement of Cash Flows

(Euro/000)

GROSS CASH FLOWS FROM OPERATING ACTIVITIES
31
239,606
217,461
Changes to working capital
- inventories and advances
(11,238)
8,135
- contract assets and liabilities
(431,196)
(280,890)
- trade receivables
(17,089)
(5,698)
- other current assets and liabilities
103,814
53,718
- other non-current assets and liabilities
(13,031)
16,745
- trade payables
204,287
25,300
CASH FLOWS FROM WORKING CAPITAL
75,153
34,771
Dividends paid
(200)
(120)
Interest income received
21,069
9,600
Interest expense paid
(125,729)
(84,891)
Income taxes (paid)/collected
(10,545)
(27,030)
Utilization of provisions for risks and charges and for employee benefits
19-20
(29,722)
(31,450)
NET CASH FLOWS FROM OPERATING ACTIVITIES
(69,974)
(99,120)
- of which related parties
(24,023)
(44,925)
Investments in:
- intangible assets
5
(62,526)
(18,588)
- property, plant and equipment
7
(51,781)
(79,772)
- equity investments
8
(870)
(128)
- cash acquired/(paid) following change in scope of consolidation
(48,470)
765
Disposals of:
- intangible assets
5
321
- property, plant and equipment
7
384
1,515
- equity investments
8
631
- assets held for sale
11,796
28,302
- change in other current financial receivables
(8,660)
Change in medium/long-term financial receivables:
- disbursements
(6,066)
(360)
- repayments
33,173
1,251
CASH FLOWS FROM INVESTING ACTIVITIES
(133,020)
(66,063)
- of which related parties
15.539
(51)
Change in medium/long-term financial payables:
- disbursements
79,324
234,130
- repayments
(9,664)
(100,091)
Change in current bank loans and credit facilities:
- disbursements
339,140
1,652,604
- repayments
(743,501)
(1,875,284)
Change in current bonds/commercial papers
- disbursements
542,000
247,000
- repayments
(492,500)
(239,700)
Repayment of financial liabilities for leasing
(14,637)
(12,189)
Change in other current financial payables
178,005
41,465
Change in receivables for trading financial instruments
Change in payables for trading financial instruments
Acquisition of non-controlling interests in subsidiaries
(119)
Net capital contributions by non-controlling interests
75
1,503
Purchase of treasury shares
(5,700)
CASH FLOWS FROM FINANCING ACTIVITIES
(121,877)
(56,262)
96,708
153,044
- of which related parties
NET CASH FLOWS FOR THE PERIOD
(324,871)
(221,445)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
17
757,273
564,576
Effect of exchange rate changes on cash and cash equivalents
(2,029)
(9,059)
CASH AND CASH EQUIVALENTS AT PERIOD END
17
430,373
334,072

Notes to the Condensed Consolidated Interim Financial Statements

Note 1 - Form, contents and other general information
Note 2 - Scope and basis of consolidation
Note 3 - Accounting standards
Note 4 - Critical accounting estimates and assumptions
Note 5 - Intangible assets
Note 6 - Rights of use
Note 7 - Property, plant and equipment
Note 8 - Investments accounted for using the equity method
and other investments
Note 9 - Non-current financial assets
Note 10 - Other non-current assets
Note 11 - Deferred tax assets and liabilities

Note 13 - Contract assets and liabilities
Note 14 - Trade receivables and other current assets
Note 15 - Income tax assets
Note 16 - Current financial assets
Note 17 - Cash and cash equivalents
Note 18 - Equity
Note 19 - Provisions for risks and charges
Note 20 - Employee benefits
Note 21 - Non-current financial liabilities
Note 22 - Other non-current liabilities
Note 23 - Trade payables and other current liabilities
Note 24 - Current financial liabilities
Note 25 - Revenue and income
Note 26 - Operating costs
Note 27 - Financial income and expenses
Note 28 - Income and expense from investments
Note 29 - Income taxes
Note 30 - Other information
Note 31 - Cash flows from operating activities
Note 32 - Segment information
Note 33 - Assets held for sale
Note 34 - Acquisitions
Note 35 - Events after 30 June 2024

Note 12 - Inventories and advances 86
Note 13 - Contract assets and liabilities 87
Note 14 - Trade receivables and other current assets 88
Note 15 - Income tax assets 90
Note 16 - Current financial assets 90
Note 17 - Cash and cash equivalents 91
Note 18 - Equity 92
Note 19 - Provisions for risks and charges 96
Note 20 - Employee benefits 97
Note 21 - Non-current financial liabilities 98
Note 22 - Other non-current liabilities 99
Note 23 - Trade payables and other current liabilities 100
Note 24 - Current financial liabilities 101
Note 25 - Revenue and income 102
Note 26 - Operating costs 103
Note 27 - Financial income and expenses 105
Note 28 - Income and expense from investments 106
Note 29 - Income taxes 106
Note 30 - Other information 107
Note 31 - Cash flows from operating activities 120
Note 32 - Segment information 121
Note 33 - Assets held for sale 125
Note 34 - Acquisitions 126
Note 35 - Events after 30 June 2024 128
Companies included in the scope of consolidation 130

Note 1 - Form, contents and other general information

The Parent Company

IFRS Condensed Consolidated Interim Financial Statements

Fincantieri S.p.A. (hereinafter "Fincantieri" or the "Company" or the "Parent Company" and, together with its subsidiaries, the "Group" or the "Fincantieri Group") is a public limited company with its registered offices in via Genova no. 1, Trieste (Italy), and is listed on the Euronext Milan market, organized and managed by Borsa Italiana S.p.A. As at 30 June 2024, 71.32% of the Company's Share Capital, amounting to euro 862,980,725.70, was held by CDP Equity S.p.A.; the remainder was distributed between private investors (none of whom held significant interests of 3% or above) and treasury shares (of around 0.36% of shares representing the Share Capital of the Parent Company). It should be noted that 100% of the Share Capital of CDP Equity S.p.A. is owned by Cassa Depositi e Prestiti S.p.A. (hereinafter also referred to as "CDP"), 82.77% of whose Share Capital is in turn owned by Italy's Ministry of Economy and Finance.

Furthermore, CDP, with registered offices in Via Goito 4, Rome, prepares the Consolidated Financial Statements of the group to which the Company belongs, which are available on the website www.cdp.it in the "CDP Group" section.

The Consolidated Financial Statements of the Fincantieri Group have been prepared in compliance with IFRS, meaning all the "International Financial Reporting Standards", all the "International Accounting Standards" ("IAS"), and all the interpretations of the "International Financial Reporting Interpretations Committee" ("IFRIC"), previously known as the "Standing Interpretations Committee" ("SIC"), which, as at the reporting date of the Consolidated Financial Statements, had been endorsed by the European Union in accordance with the procedure laid down in Regulation (EC) no. 1606/2002 of the European Parliament and European Council dated 19 July 2002.

Basis of preparation The half-year financial statements as at 30 June 2024 of the Fincantieri Group has been prepared in compliance with the provisions of art. 154 ter, paragraph 2 of Legislative Decree 58/98 - Italian Consolidated Law on Finance (TUF) - as amended. The Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34, which governs interim financial reporting. IAS 34 permits the preparation of financial statements in "condensed" form by requiring a minimum level of disclosure that is less than that required by IFRSs, where a complete disclosure of financial statements prepared in accordance with IFRSs has previously been made available to the public. The Condensed Consolidated Interim Financial Statements have been prepared in "condensed" form and should therefore be read in conjunction with the Group's Consolidated Financial Statements for the year ended 31 December 2023, prepared in accordance with IFRSs (the 'Consolidated Financial Statements').

The present Condensed Consolidated Interim Financial Statements at 30 June 2024 were approved by the Company's Board of Directors on 30 July 2024.

Deloitte & Touche S.p.A., the firm appointed to perform the statutory audit of the accounts of the Parent Company and of the major Group companies, subjected the Condensed Consolidated Interim Financial Statements as at 30 June 2024 to a limited audit.

The Condensed Consolidated Interim Financial Statements have been prepared on a going concern basis, since the Directors have verified that there are no financial, operating or other types of indicators that might cast significant doubt upon the Group's ability to meet its obligations in the foreseeable future and particularly within the 12 months.

Financial risk management

The main financial risks to which the Group is exposed are credit risk, liquidity risk and market risk (in particular currency, interest rate and commodity price risk).

The management of these financial risks is coordinated by the Parent Company, which decides, in close collaboration with its operating units, whether and how to hedge these risks.

The Fincantieri Group's receivables essentially comprise amounts owed by private shipowners, generally for shipbuilding projects, by the Italian government both for grants receivable and for supplies to the country's military services, by the US Navy and US Coast Guard and by the Qatari Armed Forced Navy, for shipbuilding contracts. The Fincantieri Group carries out checks on the financial stability of its customers, including through information obtained from the main credit risk assessment agencies, and constantly monitors counterparty risk, also during the construction phase of orders, reporting any critical cases to top management and assessing the action to be taken depending on the specific case. The Group also maintains a constant dialogue with its customers, undertaking initiatives to support them where deemed essential for the maintenance or growth of the order book.

The Fincantieri Group's customers often make use of credit arrangements to finalize the placement of orders, which are guaranteed by the national Export Credit Agency. This method of financing allows the Fincantieri Group to be certain that the client will have the funds to meet its contractual obligations during construction and upon delivery of the ships; this financing structure has proven its effectiveness in the recent past when, following the COVID-19 pandemic crisis, the support of the Export Credit Agencies has allowed shipowners to obtain the necessary flexibility to meet their commitments to shipyards even in situations of systemic crisis ("debt holiday").

With reference to the credit risk, it should also be noted that during the execution of the contract, the Group keeps the ship at its shipyards and the contracts provide for the possibility for Fincantieri, in the event of default by the shipowner, to retain the ship and the advances received. The ship under construction represents in fact a guarantee until the delivery date when payment is made, which is, moreover, often guaranteed, as mentioned, by export credit agencies. In the case of any agreements with shipowners that deviate from what has already been represented, albeit in the presence of appropriate guarantees, the Group monitors the counterparty risk, reporting to top management in order to assess any actions to be taken and to reflect any accounting impacts.

The provision for onerous contracts is set aside when the contract is acquired or when the costs expected to be incurred are updated and it becomes apparent that the costs necessary to complete the contract exceed the contractual revenues of the contract. The financial statements include the provision for onerous contracts among the provisions for risks and charges.

Liquidity risk is associated with the Group's inability to repay its current financial and commercial liabilities or to meet unforeseen cash requirements, related to lower or higher than expected cash receipts or disbursements. With reference to liquidity risk, as at 30 June 2024, the Consolidated net financial position monitored by the Group, submitted according to ESMA recommendations, reports a net debt balance of euro 2,424 million (euro 2,271 million in net debt at 31 December 2023). The increase of the half-year period is mainly attributable to the typical dynamics of working capital related to the cruise and offshore business and the investments made during the period. The cash absorption from the construction of the cruise ships was only partially offset by the delivery of two units in the first six months of 2024.

The Group boasts a solid financial capacity with sufficient liquidity and credit facilities that are adequately diversified in terms of duration, counterparty and technical form to meet its current financial requirements.

In relation to other forms of financing, as at 30 June 2024 the Group had euro 2.4 billion of unused financial capacity, including euro 0.4 billion of cash and cash equivalents and euro 2.0 billion of unused credit facilities.

With reference to Payables to suppliers for reverse factoring; these refer to agreements aimed at guaranteeing easier access to credit for the suppliers and are based on contractual structures in which the supplier has the discretionary option to sell receivables due from the Group to a finance company and receive the amount owed before the due date. In addition, the supplier also has the option to agree with the Group to extend the due date beyond the payment due date agreed upon in the original business relations. The additional extensions granted may be either onerous or non-onerous in nature and may fall within a range of 0 to 285 additional days. As at 30 June 2024, Payables to suppliers for reverse factoring amount to euro 726 million and represent the value of invoices assigned by suppliers and formally recognized as liquid and collectable by the Group and in relation to which, at the date of reference, further extensions are granted with respect to the normal contractual payment terms.

The liquidity risk associated with reverse factoring is considered to be low in view of: i) the contractual agree-

ments, which provide that if one or more agreements are terminated, they must, by formal agreement between the parties, continue to operate for the existing contracts. Therefore, in addition to not being able to request immediate payment of the deferred amounts, the institutions will also have to keep the existing contractual relationships with the suppliers in force until natural expiry; ii) the diversification achieved with the involvement of 10 different operators and with a concentration on a single institution not exceeding 28% of the total value of the payable at the date of reference.

With reference to market risk, production costs are influenced by the price trend of the major raw materials used, such as steel, copper and fuels. The Parent Company monitors these risks and mitigates them by adopting contractual and/or financial hedges where possible and deemed appropriate.

The interest rate risk mainly emerges due to the uncertainty of cash flows relating to the Group's assets and liabilities coming from the interest rate fluctuations; the management strategy of this risk, implemented through the negotiation of derivative financial instruments (mainly interest rate swaps), made it possible to contain the economic-financial impact of rising interest rates. As a result of the strategy described, more than 80% of the debts on which financial expenses accrue, as at 30 June 2024, benefit from a fixed rate.

Exposure to currency risk arises when commercial and financial contracts are denominated in foreign currencies and when goods and materials are purchased in currencies other than the functional currency. Exchange rate risk management is carried out by negotiating forward contracts and optional structures, and seeks to hedge all of the Group's invoicing inflows, but only the largest foreign currency outflows.

Financial assets and liabilities measured at fair value are classified in the three hierarchical levels above, in order of the priority attributed to the inputs used to determine fair value. In particular:

  • Level 1: financial assets and financial liabilities whose fair value is determined using quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2: financial assets and financial liabilities whose fair value is determined using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (primarily: market exchange rates at the reporting date, expected rate differentials between the currencies
30.06.2024 31.12.2023
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets
Financial assets at fair value
through profit or loss
Equity instruments 4,315 217 4,315 218
Financial assets at fair value through
the statement of comprehensive income
Equity instruments 1,203 20,759 1,056 20,569
Hedging derivatives 58,311 80,462
Total assets 5,518 58,311 20,976 5,371 80,462 20,787
Liabilities
Financial liabilities at fair value
through profit or loss
10,814 9,393
Hedging derivatives 77,618 143,984
Total liabilities - 77,618 10,814 - 143,984 9,393

(Euro/000)

Presentation of Financial Statements

Presentation currency

Fair value measurement

observable market data.

observable on the market.

  • concerned and volatility of the core markets, interest rates and commodity prices); • Level 3: financial assets and financial liabilities whose fair value is determined using inputs not based on
  • Financial assets at fair value through profit or loss and the statement of comprehensive income classified as Level 3 relate to equity investments measured at fair value calculated using valuation techniques whose inputs are not
  • The increase in the item Financial liabilities at fair value through profit or loss was due to the fair value adjustment of financial liabilities, which was recognised as a financial expense in the income statement.
  • As regards the method of presenting Condensed Consolidated Interim Financial Statements, there were no changes compared to what is indicated in the Consolidated Financial Statements as at 31 December 2023 for the Statement of Financial Position, the Group uses a "non-current/current" distinction, for the Statement of Comprehensive Income it uses a classification that is based on the nature of expenses, and for the Statement Of Cash Flows the indirect method is used. It is also noted that the Group has applied Consob Resolution no. 15519 of 27 July 2006 concerning financial statement formats.
  • These Condensed Consolidated Interim Financial Statements are expressed in Euro, which is the currency of the
  • The Consolidated Financial Statements, like the accompanying notes, are presented in thousands of euro (euro/000). If, in certain cases, amounts are required to be reported in a unit other than euro/000, the monetary unit of

prevailing economic environment in which the Group operates. presentation is clearly specified.

The table below shows the financial assets and liabilities that are measured at fair value as at 30 June 2024 and 31 December 2023:

Note 2 - Scope and basis of consolidation

30.06.2024 31.12.2023 30.06.2023
Average Closing Average Closing Average Closing
US Dollar (USD) 1.0813 1.0705 1.0813 1.1050 1.0807 1.0866
UAE Dirham (AED) 3.9709 3.9314 3.9710 4.0581 3.9687 3.9905
Canadian Dollar (CAD) 1.4685 1.4670 1.4595 1.4642 1.4565 1.4415
Brazilian Real (BRL) 5.4922 5.8915 5.4010 5.3618 5.4827 5.2788
Norwegian Krone (NOK) 11.4926 11.3965 11.4248 11.2405 11.3195 11.7040
Indian Rupee (INR) 89.9862 89.2495 89.3001 91.9045 88.8443 89.2065
New Romanian Leu (RON) 4.9743 4.9773 4.9467 4.9756 4.9342 4.9635
Chinese Yuan (CNY) 7.8011
7.7748
7.6600 7.8509 7.4894 7.8983

As previously mentioned, the accounting standards and consolidation criteria adopted for the preparation of the Condensed Consolidated Interim Financial Statements are consistent with those adopted for the preparation of the Consolidated Financial Statements, except as noted in Note 3 below.

During the first half of 2024, the following companies were established and included in the scope of consolidation:

  • on 15 February 2024, Fincantieri S.p.A. established the joint venture company 4TB21 S.c.a.r.l. in which it holds a 51% stake. The company, based in Trieste, has as its object the complete unitary execution of the framework agreement for the Tokamak Complex Contract - TB21;
  • on 19 March 2024, Fincantieri Infrastructure Opere Marittime S.p.A. established the subsidiary Ortona FM - Società Consortile a Responsabilità Limitata in which it holds an 80% stake. The company, based in Rome, is in charge of the design and execution of works related to the works contract called Porto di Ortona on behalf of the Port System Authority of the Central Adriatic Sea;
  • on 10 May 2024, the subsidiary Fincantieri Infrastructure Opere Marittime S.p.A. established the joint venture company TCM S.c.a.r.l. in which it holds a 41.56% stake. The company, based in Rome, is in charge of the design and execution of the offshore pontoon at the Port of Venice;
  • on 14 May 2024, the subsidiaries Fincantieri Infrastructure Opere Marittime S.p.A. (51%) and Fincantieri INfrastrutture SOciali S.p.A. (49%) formed the company INFRA.BAS.MAR. S.c.a.r.l. based in Rome. The company's object is the design and execution of infrastructural works at the Messina, Augusta and Cagliari naval bases;
  • on 15 May 2024, Fincantieri S.p.A. incorporated the associate VBF Nautica S.r.l., of which it holds 12.5% of the Share Capital. The company, based in Genoa, has as its object the design, research, development, production and marketing of digital and innovative IT products and services with high technological value in the marine, maritime and port segments;
  • on 15 May 2024, Fincantieri S.p.A. established the company Fincantieri Arabia for Naval Services LLC of which it holds 100% of the Share Capital. The company, based in Riyadh, has as its object activities in naval and other shipbuilding, consulting and management services;
  • on 22 May 2024, the subsidiary Fincantieri Infrastructure Opere Marittime S.p.A. established the joint venture company Consorzio Ravenna Diga Offshore S.c.a.r.l., of which it holds 31.5% of the Share Capital. The company, based in Genoa, has as its object the construction of hydraulic works.

During the first half of 2024, the following extraordinary transactions took place:

  • on 15 February 2024, Fincantieri S.p.A. acquired 100% of the shares of Remazel Engineering S.p.A. The company's activities include engineering, purchase and production in the offshore segment, with a focus on oil&gas, offshore wind and subsea, crane engineering and production activities, gas turbine production activities and after-sales service activities for all business lines. As a result of this acquisition, the Italian equity investment company Remac S.r.l., a 49% associate, and the foreign equity investments Remazel Asia Co. Ltd. - Remazel Shanghai Trading Co. Ltd. and Remazel Serviços de sistema Óleo & Gás LTDA, wholly owned subsidiaries, and Credence Offshore Pte Ltd. in liquidation, 53.87% owned subsidiary, came into the scope of consolidation;
  • on 23 April 2024, the company Vard Design AS purchased additional shares in the company Vard Design Liburna Ltd., a 75.50% subsidiary (51% as at 31 December 2023).

With reference to the changes in investments in associates valued using the equity method, it should be noted that the subsidiary Vard Group AS on 26 March 2024 sold part of the shares held in the company Island Offshore XII Ship AS, a 42.2% associate (46.9% as at 31 December 2023) and on 27 June 2024 all the shares held in the company Island Diligence AS (39.38% as at 31 December 2023). As at 31 December 2023, these investments were classified as Assets held for sale.

Furthermore, it should be noted that the subsidiaries Pergenova S.c.p.a. and Fincantieri Australia Pty Ltd. were liquidated during the half-year.

Translation of the financial statements of foreign operations

The main exchange rates used to translate the financial statements of Group companies with a "functional currency" other than the Euro are as follows:

Note 3 - Accounting standards Note 4 - Critical accounting estimates and assumptions

The recognition and measurement criteria adopted in the preparation of the Half-Year Financial Report as at 30 June 2024 are the same as those adopted in the preparation of the Consolidated Financial Statements as at 31 December 2023 to which reference should be made. The accounting standards, amendments and interpretations, which have been applied since 1 January 2024, also mentioned in the last annual financial report, did not have a significant impact on the half-yearly Condensed Consolidated Financial Statements.

As far as accounting standards, amendments and interpretations endorsed by the European Union are concerned, the following updates occurred during the half-year period:

• On 15 May 2024, the amendment entitled 'Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements' published by the IASB on 25 May 2023. It requires an entity to provide additional disclosures about reverse factoring arrangements that enable users of financial statements to evaluate how financial arrangements with suppliers may affect the entity's liabilities and cash inflows and to understand the effect of those arrangements on the entity's exposure to liquidity risk. The amendments shall apply from the annual financial years beginning on 1 January 2024, with early application permitted.

As far as accounting standards, amendments and interpretations not yet endorsed by the European Union are concerned, the following updates occurred during the half-year period:

  • On 15 August 2023, the IASB published "Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability". The amendment clarifies when one currency cannot be converted into another, how to estimate the exchange rate, and the disclosures to be made in the supplementary notes to the financial statements. The amendment will enter into force on 1 January 2025.
  • On 9 April 2024, the IASB published an amendment entitled 'Presentation and Disclosure in Financial Statements'. IFRS 18 will replace IAS 1 'Presentation of Financial Standards for financial statement presentation' as the primary source of requirements in IFRS for financial statement presentation. IFRS 18 introduces new requirements for the presentation of income statements, including specified totals and subtotals. It also requires reporting on performance indicators defined by management and includes new requirements for aggregation and disaggregation of financial information. IFRS 18 is effective for annual periods beginning on or after 1 January 2027 with earlier application permitted.
  • On 9 May 2024, the IASB published 'IFRS 19 Subsidiaries without public accountability: Disclosures'. The amendment allows non-publicly accountable subsidiaries that are controlled by a parent company that prepares Consolidated Financial Statements for public use under IFRSs to elect to apply the reduced disclosure requirements of IFRS 19, while continuing to apply the recognition, measurement and presentation requirements of other IFRSs. The amendment will enter into force on 1 January 2027, with early application permitted.
  • On 30 May 2024, the IASB published 'Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)'. The paper clarifies a number of problematic issues that have arisen from the post-implementation review of IFRS 9, including the accounting treatment of financial assets whose returns vary when ESG objectives (eg green bonds) are met. The amendment will take effect from accounting periods beginning on or after 1 January 2026 with earlier application permitted.

With reference to the description of the use of accounting estimates, reference is made to the Consolidated Financial Statements as at 31 December 2023 (Note 3 paragraph 19 - Use of Subjective Estimates and Judgements).

The Change in the scope of consolidation refers to the acquisition of the Remazel group during the first quarter. More information can be found in Note 34.

Capital expenditures in the first half of 2024 amounted to euro 62,526 thousand and mainly related to:

  • capitalization of the incremental costs of obtaining the contracts;
  • the strengthening of the Group's digital transformation process mainly focused on: (i) expanding the scope of intervention within the production processes, extending solutions to the various work phases in line with the strategic guidelines defined in the Business Plan (e.g. digitalization of auxiliary processes, introduction of machine learning processes, first approach to the use of artificial intelligence solutions, digital twin, IoT, virtual reality) and (ii) the use of advanced analysis/reporting tools;
  • the completion of the project to upgrade the IT environment through the implementation of a high-tech multi-cloud infrastructure;
  • the development of information systems to: (i) support the Group's growing activities with particular reference to the upgrade of management systems and the standardization of management platforms and digital tools among the main subsidiaries and (ii) optimize process management with a focus on production (operational excellence);
  • the continuous implementation of new cyber security tools.
Goodwill Client
Relationships
and Order
Backlog
Development
costs
Industrial
patents and
intellectual
property rights
Concessions,
licenses,
trademarks and
similar rights
Contractual
costs
Other
intangibles
Assets under
construction
and advances
to suppliers
Total
- cost 250,255 242,112 248,982 255,594 53,212 108,887 26,566 87,216 1,272,824
- accumulated
amortization and
impairment losses
(134,122) (130,625) (196,969) (189,191) (27,969) (83,832) (16,429) (19,247) (798,384)
Net carrying
amount
at 01.01.2024
116,133 111,487 52,013 66,403 25,243 25,055 10,137 67,969 474,440
Movements in 2024
- change in the
scope of
consolidation
45,059 31,742 4,458 42 4 81,305
- additions 8,669 403 38 44,178 739 8,499 62,526
- net disposals (51) (51)
- reclassifications/
other
1 (1) (1,817) 3,269 3 1 (1,395) 61
- amortization (9,643) (9,949) (9,720) (1,333) (7,061) (1,390) (39,096)
- exchange rate
differences
(1,419) (593) (44) (32) 680 (60) 214 (1,254)
Closing net carrying
amount
159,774 132,992 53,330 60,323 24,673 62,172 9,431 75,236 577,931
- cost 295,376 272,838 271,036 259,145 57,216 153,065 27,331 94,483 1,430,490
- accumulated
amortization and
impairment losses
(135,602) (139,846) (217,706) (198,822) (32,543) (90,893) (17,900) (19,247) (852,559)
Net carrying
amount
at 30.06.2024
159,774 132,992 53,330 60,323 24,673 62,172 9,431 75,236 577,931

(Euro/000)

ne, US Dollar and Canadian Dollar against the Euro.

"Concessions, licenses, trademarks and similar rights" include euro 16,413 thousand for trademarks with indefinite useful lives, deriving from the acquisition of the US shipyards (namely Marinette and Bay Shipbuilding); these trademarks have been allocated to the cash-generating unit (CGU) representing the American group acqui-

red ("FMG").

Goodwill amounted to euro 159,774 thousand as at 30 June 2024. The increase from 31 December 2023 is due for euro 45,059 thousand to the acquisition of the Remazel group. In this regard, it should be noted that the purchase price allocation was accounted for on a provisional basis. See Note 34 for further details. The remainder of the change refers to the fluctuation of the Euro/Norwegian Krone exchange rate.

The table below shows the allocation of goodwill to the various CGUs:

No impairment indicators were recognised in the first half of 2024; the results from operations were basically in line with forecasts and, furthermore, the reference "risk-free" interest rates and expected inflation in the countries in which the CGUs to which goodwill was allocated operated did not change significantly compared to those used for the impairment tests conducted at 31 December 2023.

Therefore, for the purposes of preparing these interim financial statements, no further checks were made on the recoverability of the values recorded, the considerations regarding the structure and assumptions of the test already reported in the Consolidated Financial Statements as at 31 December 2023, to which reference should be made, remaining valid.

Goodwill
31.12.2023
Goodwill
30.06.2024
Recognition
currency
51,804 51,119 NOK
52,862 52,129 NOK
11,467 11,467 EUR
45,059 EUR
116,133 159,774

(Euro/000)

Note 5 - Intangible assets

Movements in this line item are as follows:

The Change in the scope of consolidation refers to the acquisition of the Remazel group in the first quarter. More information can be found in Note 34.

Increases in 2024 amounted to euro 10,996 thousand (euro 24,640 thousand in 2023) and mainly related to contracts signed by the Parent Company for euro 6 million, while the decreases related to the early termination of contracts.

For the values of non-current and current financial liabilities deriving from the application of IFRS 16, reference should be made to Notes 21 and 24.

Buildings
ROU
State
concessions
ROU
Transport and
lifting vehicles
ROU
Passenger cars
ROU
Computer
equipment
ROU
Other
ROU
Total
- cost 135,286 34,345 6,366 6,412 406 9,159 191,974
- accumulated amortization and impairment losses (50,232) (7,035) (4,596) (3,987) (358) (901) (67,109)
Net carrying amount at 01.01.2024 85,054 27,310 1,770 2,425 48 8,258 124,865
Movements in 2024
- change in the scope of consolidation 5,839 139 5,978
- increases 5,139 1,044 4,573 7 233 10,996
- decreases (985) (664) (115) (1) (6,590) (8,355)
- reclassifications/other 179 (1) (1) (4) 1 174
- amortization (8,616) (1,154) (750) (1,660) (20) (324) (12,524)
- exchange rate differences 999 58 3 12 229 1,301
Closing net carrying amount 87,609 25,549 2,063 5,361 47 1,806 122,435
- cost 148,055 33,700 7,108 9,987 334 3,181 202,365
- accumulated amortization and impairment losses (60,446) (8,151) (5,045) (4,626) (287) (1,375) (79,930)
Net carrying amount at 30.06.2024 87,609 25,549 2,063 5,361 47 1,806 122,435

(Euro/000)

The Change in the scope of consolidation refers to the acquisition of the Remazel group in the first quarter. More details can be found in Note 34.

Capital expenditure in the first six months of 2024 amounted to euro 51,781 thousand and mainly related

to:

• at the Riva Trigoso shipyard, the package of works in progress for highly automated plant engineering and the general reorganization of the prefabrication workshop, due to the increased production capacity of the shipyard and increased efficiency of construction activities for naval projects;

• for the Sestri Ponente shipyard, the plant engineering works related to the extensive reconfiguration, which will allow the site to overcome the current size limitations for ships under construction;

• the continuous updating of plant standards at the Tulcea and Braila sites in Romania;

• in the US shipyards of Marinette Marine and Bay Shipbuilding, the completion of the major investment plan shared with the US Navy during the acquisition of the Constellation program;

• on the Jacksonville operating site (Fincantieri Marine System North America), the investments to adapt the configuration and infrastructure, as well as production facilities, to ensure maintenance activities mainly for the surface vessels of the Constellation program, as well as other US Navy surface vessels, without neglecting the merchant ship repairs business segment;

• the continuation, in the Vietnamese shipyard of Vung Tau, of the site expansion program aimed at increasing production capacity to strengthen the company's leadership position in the construction of SOV, anticipating market trends driven by growth forecasts for offshore wind;

• the continuation of Isotta Fraschini Motori's capital expenditure as part of the IFuture project, a program launched in 2020 by the company with the aim of studying innovative solutions for the improve-

-

-

-

  • ment and expansion of its product portfolio;
  • and the highest sustainability criteria;
  • -

• the overall process of ongoing modernization and gradual replacement of poorly performing or obsolete assets with more advanced and efficient technological solutions in line with new operating requirements

• initiatives to research and implement safety levels beyond the legal requirements;

• specific initiatives for energy efficiency in production infrastructure, equipment and buildings, with the possibility of monitoring, managing and thus reducing environmental impact at the Group level.

(Euro/000)
Land and
buildings
Plant,
machinery
and industrial
equipment
Assets under
concession
Leasehold
improvements
Other assets Assets under
construction
and advances
to suppliers
Total
- cost 1,022,364 1,706,625 232,303 36,015 351,201 227,458 3,575,966
- accumulated amortization and impairment losses (353,794) (1,138,087) (164,554) (26,230) (209,517) (1,892,182)
Net carrying amount at 01.01.2024 668,570 568,538 67,749 9,785 141,684 227,458 1,683,784
Movements in 2024
- change in the scope of consolidation 2,320 2,903 118 835 137 6,313
- additions 739 5,685 60 16 1,340 43,941 51,781
- net disposals (510) (21) (399) (930)
- other changes/reclassifications (7,057) 12,216 673 559 10,381 (16,711) 61
- amortization (13,823) (43,025) (4,537) (852) (9,383) (71,620)
- impairment losses (20) (20)
- exchange rate differences 3,400 1,247 7 48 4,681 9,383
Closing net carrying amount 654,129 547,054 63,945 9,633 144,884 259,107 1,678,752
- cost 1,017,096 1,732,317 233,036 38,001 371,175 259,107 3,650,732
- accumulated amortization and impairment losses (362,967) (1,185,263) (169,091) (28,368) (226,291) (1,971,980)
Net carrying amount at 30.06.2024 654,129 547,054 63,945 9,633 144,884 259,107 1,678,752

Note 6 - Rights of use Note 7 - Property, plant and equipment

Movements in this line item are as follows: Movements in this line item are as follows:

Associates Subsidiaries and
joint ventures
Total investments
accounted
for using the
equity method
Other companies carried at
fair value in the statement
of comprehensive income
Other companies carried at
fair value through
profit and loss
Total other
investments
Total
01.01.2024 988 32,474 33,462 21,625 4,533 26,158 59,620
Changes in the scope of consolidation 74 385 459 - 459
Investments 813 58 871 - 871
Revaluations/(Impairment losses) through profit or loss 60 662 722 (31) (31) 691
Revaluations/(Impairment losses) through equity - 181 181 181
Reclassifications/Other (156) (156) 156 (1) 155 (1)
Exchange rate differences (1) (1) (2) - (2)
30.06.2024 1,778 33,578 35,356 21,962 4,501 26,463 61,819

(Euro/000)

The item "Derivative assets" shows the fair value of derivatives contract in place at the reporting date with a maturity of more than 12 months. The fair value of derivative financial instruments has been calculated considering market parameters and using widely accepted measurement techniques (Level 2).

"Other non-current financial receivables" mainly refer to the non-current portion of loans to third parties bearing interest at market rates including, for euro 601,254 thousand, receivables for loans granted by the Parent Company to its clients as part of the strategy to support shipowners implemented by the Group also following the outbreak of the COVID-19 pandemic. This item also includes, for euro 3,500 thousand, the balance of the escrow account where the sums tied to the payment of the deferred purchase price for the acquisition of Remazel have been deposited, which will eventually be settled, depending on the settlement of a dispute in the acquired company, 18 months from the date of acquisition. The change that took place in the item under review during the half year mainly refers to the reclassification from current to non-current of the instalments of loans granted to third parties falling due in the next twelve months.

Other non-current financial receivables are shown net of impairment losses totalling euro 49,865 thousand, determined in accordance with IFRS 9.

"Non-current financial receivables from associates" relate to receivables for market rate loans disbursed to Group companies that are not consolidated on a line-by-line basis. The change mainly relates to the early invoicing of a financial receivable during the period. For more information on the counterparties, refer to Note 30 and the analysis of related party transactions.

30.06.2024 31.12.2023

Derivative assets 10,118 19,346 Other non-current financial receivables 611,336 646,534 Non-current financial receivables from associates 533 18,293 NON-CURRENT FINANCIAL ASSETS 621,987 684,173

(Euro/000)

Note 8 - Investments accounted for using the equity method and other investments

These are analyzed as follows:

The item Change in scope of consolidation amounts to euro 459 thousand and refers to: i) euro 74 thousand for the acquisition of the associate Remac S.r.l. and ii) euro 385 thousand for the acquisition of subsidiaries of the Remazel group, valued using the equity method due to their insignificance. For further details, please refer to Note 2 Scope and Basis of Consolidation.

Investments made in the first half of 2024 totalled euro 871 thousand due to: i) the recapitalisation to supplement the shareholders' equity of the associate STARS Railway Systems; ii) the establishment of the associate VBF Nautica S.r.l.; iii) the establishment of the joint ventures TB21 Società Consortile a r.l., TCM S.c.a.r.l. and CONSORZIO RAVENNA S.c.a.r.l. For further details see Note 2 Scope and basis of consolidation.

The item Revaluations/(Impairment losses) through profit or loss, positive for euro 691 thousand, derives from the net profit realised in the period by the companies valued using the equity method held in the associates Brevik Technology AS and Centro Servizi Navali S.p.A. and in the joint ventures Orizzonte Sistemi Navali S.p.A. and Etihad Ship Building LLC.

The item Revaluations/(Impairment losses) through equity, positive for euro 181 thousand, refers to the fair value measurement performed on other non-controlling equity interests measured at fair value with a balancing entry in the Statement of Comprehensive Income held in the companies SFP Astaldi S.p.A. and Webuild S.p.A. The valuation resulted in a revaluation of euro 147 thousand recognised as a balancing entry to an OCI reserve in Fincantieri S.p.A.'s shareholders' equity.

The item Reclassifications/Other mainly refers to the reclassification of the company Nord Ovest Toscana Energia S.r.l., previously a 34% owned associate, among the Other companies measured at fair value in the statement of comprehensive income following the sale, in 2023, of part of the shares held by its parent company SOF S.p.A. The company is now 6.80% owned.

Other investments (euro 26,463 thousand as at 30 June 2024) include investments measured at fair value, calculated either on the basis of the relative market prices if listed on active markets (Level 1), or on the basis of valuation techniques that take into account parameters that cannot be observed on the market (Level 3).

Other changes/reclassifications include the reduction of the item Fixed assets under construction and advances, which were in place at the end of the previous year and were reclassified to the respective items when the assets were ready for use.

The exchange rate differences generated during the period mainly reflect the performance of the US dollar and the Brazilian Real against the Euro.

Note 9 - Non-current financial assets

These are analyzed as follows:

Other non-current assets are stated net of the related provision for impairment amounting to euro 10,438 thousand.

"Government grants receivable" report the non-current portion of state aid granted by governments in the form of tax credits.

"Firm commitments" of euro 4,909 thousand (euro 12,463 thousand at 31 December 2023) reflect the fair value of the hedged item, represented by the construction contracts in currencies other than the functional currency and therefore subject to exchange rate risk, and it is the subject of fair value hedge used by the VARD group.

Other receivables, which amounted to euro 21,661 thousand (euro 11,301 thousand as of 31 December 2023), included euro 16,967 thousand in security deposits, advances and other minor items, in addition to the receivable from the Iraqi Ministry of Defence (euro 4,694 thousand) dating back to previous years and subject to a dispute.

The following table presents the amount of and movements in the provision for impairment of other non-current receivables:

Note 10 - Other non-current assets

30.06.2024 31.12.2023
Other receivables from investee companies 721 696
Government grants receivable 49,264 42,578
Firm commitments 4,909 12,463
Other receivables 21,661 11,301
OTHER NON-CURRENT ASSETS 76,555 67,038

(Euro/000)

Provision for impairment
of other receivables
01.01.2024 10,179
Provisions / (Releases) 259
30.06.2024 10,438

(Euro/000)

Deferred tax assets have been recognized on items for which the tax is likely to be recovered against forecast

future taxable income of Group companies.

Deferred tax assets set aside against future tax benefits associated with optional tax regimes referring to US subsidiaries, elimination of merger/transfer differences, and other income items with deferred deductibility.

The item Tax rate and other changes refers to the offsetting of deferred tax assets and liabilities recognised in the US subsidiary Fincantieri Marine Group for euro 36,593 thousand.

No deferred tax assets were recognised in respect of losses carried forward by investee companies, for which it is not considered probable that there will be future taxable income allowing for their recovery, amounting to euro 295 million (euro 329 million as at 31 December 2023).

Deferred tax liabilities underwent the following changes:

The deferred tax liabilities include the tax effects relating to the differences that arose for business combination

transactions when allocating purchase price with regard to: ii) industrial plant, machinery and equipment.

i) intangible assets with indefinite useful lives, primarily client relationships and order backlog;

They also include the temporary differences between the carrying amount and the tax values of fixed assets,

mainly for the US subsidiaries.

The item Tax rate and other changes refers to the offsetting of deferred tax assets and liabilities recognised in the US subsidiary Fincantieri Marine Group for euro 36,593 thousand.

(Euro/000)
Total
01.01.2024 231,390
Changes in 2024
- Change in the scope of consolidation 2,422
- through profit or loss 18,460
- through other comprehensive income (13,117)
- tax rate and other changes (36,691)
- exchange rate differences 2,850
30.06.2024 205,314
Total
01.01.2024 72,321
Changes in 2024
- Change in the scope of consolidation 9,387
- through profit or loss (3,059)
- through other comprehensive income (195)
- tax rate and other changes (36,592)
- exchange rate differences 676
30.06.2024 42,538

(Euro/000)

Other non-current assets are analyzed as follows:

Note 11 - Deferred tax assets and liabilities

Deferred tax assets underwent the following changes during the half-year:

The amount recorded for "Raw materials and consumables" basically represents the volume of stock considered sufficient to ensure the normal conduct of production activities. The increase compared to 31 December 2023 is attributable to the increase in inventories generated by the production volumes developed in 2024.

The items "Work in progress and semi-finished goods" and "Finished products" include the manufacture of engines and spare parts. The change in this item compared to 31 December 2023 is attributable to new orders for certain products placed by customers.

The values of inventories and advances are shown net of the corresponding provision for impairment. The levels and changes in the provisions representing these adjustments are summarized in the table below:

The provision for impairment - raw materials includes the necessary adjustments made to align the carrying amount of slow-moving materials still held at period end with their estimated realisable value.

30.06.2024 31.12.2023
Raw materials and consumables 478,087 462,782
Work in progress and semi-finished goods 22,480 13,117
Finished products 22,698 18,807
Total inventories 523,265 494,706
Advances to suppliers 292,984 306,367
TOTAL INVENTORIES AND ADVANCES 816,249 801,073

(Euro/000)

Provision for impairment
- raw materials
Provision for impairment
- work in progress and semi-finished goods
Provision for impairment
- finished products
01.01.2024 24,399 1,708 4,071
Provisions 1,244
Utilizations (403)
Releases (274)
Business combinations 207
Exchange rate differences 9 75
30.06.2024 25,182 1,708 4,146

(Euro/000)

"Construction contracts - assets" report those contracts where the value of the contract's stage of completion exceeds the amount invoiced to the client. The stage of completion is determined as the costs incurred to date plus margins accrued on a pro-rata basis less any impairment losses and expected losses.

Contract liabilities are detailed as follows:

"Construction contracts - liabilities" report those contracts where the value of the stage of completion of the contract is less than the amount invoiced to the client. The stage of completion is determined as the costs incurred compared to those expected for the completion of the contract. In the first half of 2024, contract liabilities developed a volume of production and thus operating revenue of euro 690 million. "Client advances" refer to contracts on which work had not started at the year-end reporting date. With regard to performance obligations still to be fulfilled, please refer to the information provided in Note 25 on Revenues and income.

(Euro/000)
30.06.2024 31.12.2023
Construction
contracts – gross
Invoices issued
and provision
for expected losses
Net assets Construction
contracts – gross
Invoices issued
and provision
for expected losses
Net assets
Shipbuilding contracts 12,508,166 (9,875,678) 2,632,488 10,675,038 (8,297,657) 2,377,381
Other contracts for third parties 878,230 (647,086) 231,144 558,529 (438,120) 120,409
Total 13,386,396 (10,522,764) 2,863,632 11,233,567 (8,735,777) 2,497,790
30.06.2024 31.12.2023
Construction
contracts – gross
Invoices issued Net liabilities Construction
contracts – gross
Invoices issued Net liabilities
Shipbuilding contracts 7,236,967 (8,670,868) (1,433,901) 8,162,021 (9,648,998) (1,486,977)
Other contracts for third parties 98,787 (121,835) (23,048) 10,673 (11,099) (426)
Client advances (124,458) (124,458) (111,676) (111,676)
Total 7,335,754 (8,917,161) (1,581,407) 8,172,694 (9,771,773) (1,599,079)

(Euro/000)

Note 12 - Inventories and advances

These are analyzed as follows:

Note 13 - Contract assets and liabilities

Contract assets are detailed as follows:

The above receivables are shown net of provisions for the impairment of receivables. These provisions relate to receivables that are no longer considered fully recoverable, including those involving legal action and judicial and out-of-court proceedings in cases of debtor default, also taking into account the estimate of any expected losses.

In particular, it should be noted that Fincantieri has receivables, which originally arose from Astaldi, whose value amounted to euro 26.4 million, subsequently reduced to euro 26.1 million following invoicing. When Astaldi entered into composition with creditors, Fincantieri requested, and obtained in July 2020, admission to the Fondo Salva Opere (Save Works Fund), intended to satisfy, to a maximum extent of 70%, unsatisfied creditors. After the assignment by the procedure of shares and equity instruments in favour of Fincantieri as unsecured creditor for a value of euro 5.5 million, the Company also collected from the above-mentioned Fund the first tranche of the admitted amount, equal to euro 6.4 million.

Subsequently, the Ministry of Infrastructure and Transport requested the repayment of this tranche, on the assumption that Fincantieri's unsecured claim against Astaldi had been fully repaid with the assignment of the equity financial instruments and shares. An appeal against this request is currently pending before the ordinary courts. On the basis of the opinion of the appointed lawyers, Fincantieri is confident that its reasons will be upheld, and it considers the impairment recognised in the financial statements of euro 7.7 million (equal to 30% of the original receivable) to be appropriate.

The residual risk to which the Company is exposed in the event that its claims are not recognised is therefore euro 12.9 million.

Trade receivables due to the subsidiary Fincantieri Infrastructure S.p.A. from Semat S.p.A., of the par value of euro 13.0 million, are also included in the item in question. The latter recently filed a restructuring plan with the competent judicial authorities, pursuant to Article 64-bis et seq. CCII, in the light of which, although pending the official admission to the procedure and the related approval of the plan, considering the prospects of realisation of the aforesaid receivable, also based on the valuation carried out with the support of legal advisors, an impairment of euro 6.4 million was recognised.

For considerations on credit risk, please refer to the section 'Financial Risk Management' in Note 1.

The item "Government grants receivables", amounting to euro 45,936 thousand (euro 61,282 thousand as at 31 December 2023), mainly includes receivables for research and innovation grants related to the Parent Company and the subsidiaries Isotta Fraschini Motori S.p.A., Ce.Te.Na. S.p.A. and IDS Ingegneria dei Sistemi S.p.A. and receivables recognised by the FMG group from the State of Winsconsin for both operating and capital grants recognised in connection with ongoing shipbuilding programs for the US Navy.

The balance of the item "Other receivables", amounting to euro 173,386 thousand (euro 121,664 thousand as of 31 December 2023), is mainly comprised of receivables for shipowner's supplies, insurance compensation, other receivables from suppliers, miscellaneous receivables from personnel, receivables from Social Security and Welfare Institutions, and other receivables, mainly referable to the Parent Company.

The balance of the item "Indirect tax receivables", amounting to euro 59,927 thousand (euro 65,600 thousand as at 31 December 2023), mainly refers to VAT claimed for reimbursement or to be used for offsetting, foreign indirect taxes, and excise tax refund requests to the Customs Agency.

The item "Firm commitments", amounting to euro 17,716 thousand (euro 22,860 thousand as of 31 December 2023), refers to the fair value of the hedged item, represented by construction contracts denominated in currencies other than the functional currency subject to exchange rate risk and subject to a fair value hedge used by the VARD group.

"Accrued income", which amounted to euro 53,723 thousand (euro 75,723 thousand as at 31 December 2023), mainly consisted of insurance premiums and other charges pertaining to future periods. The item includes costs amounting to euro 4,399 thousand relating to the Share Capital increase transaction.

30.06.2024 31.12.2023
Trade receivables 814,946 767,020
Receivables from controlling companies (tax consolidation) 29,652 35,228
Government grants receivable 45,936 61,282
Other receivables 173,386 121,664
Indirect tax receivables 59,927 65,600
Firm commitments 17,716 22,860
Accrued income 53,723 75,723
Prepayments 1,680 501
TOTAL TRADE RECEIVABLES AND OTHER CURRENT ASSETS 1,196,966 1,149,878

(Euro/000)

(Euro/000)
Provision for impairment
of trade receivables
Provision for past
due interest
Provision for impairment
of other receivables
Total
01.01.2024 58,552 225 15,370 74,147
Business combinations 514 7 521
Utilizations 20 (38) (18)
Provisions 7,362 1,138 8,500
Releases (471) (104) (575)
Exchange rate differences (12) (12)
30.06.2024 65,965 121 16,477 82,563

Note 14 - Trade receivables and other current assets

These are analyzed as follows: A provision for interest charged on past due trade receivables has been recognized in a "Provision for past due". Provisions for impairment of receivables report the following amounts and movements:

The item "Derivative assets" shows the fair value of derivatives contract in place at the reporting date with a maturity of less than 12 months. The fair value of derivative financial instruments has been calculated considering market parameters and using widely accepted measurement techniques (Level 2).

The change in the item "Financial receivables from others" is mainly due to the reclassification to current portion of loans granted to third parties on which interest accrues at market rates and maturing in the next 12 months. The current portion of loans is shown net of impairment losses totalling euro 2,196 thousand, determined in accordance with IFRS 9.

The item "Current financial receivables from associates and joint ventures" mainly refers to the residual portion of the shareholder loan granted in favour of the joint venture CSSC - Fincantieri Cruise Industry Development Ltd.

30.06.2024 31.12.2023
Italian corporate income taxation (IRES) 7,027 8,737
Italian regional tax on productive activities (IRAP) 1,351 4,450
Foreign tax 15,485 20,915
TOTAL INCOME TAX ASSETS 23,863 34,102

(Euro/000)

30.06.2024 31.12.2023
Derivative assets 48,194 61,116
Financial receivables from others 38,249 1,453
Current financial receivables from associates and joint ventures 14,439 14,490
Accrued interest income 12,836 12,819
Prepaid interest and other financial expense 1,258 2,246
TOTAL CURRENT FINANCIAL ASSETS 114,976 92,124

(Euro/000)

Cash and cash equivalents at the end of the period refer to the balance of on-demand and time bank deposits

held with leading banks.

30.06.2024 31.12.2023
(Euro/000)
30.06.2024 31.12.2023
Bank and postal deposits 429,854 756,668
Checks 316 425
Cash on hand 203 180
TOTAL CASH AND CASH EQUIVALENTS 430,373 757,273

Note 15 - Income tax assets

No impairment was recognised on foreign tax, as there is no risk of its recovery.

Note 16 - Current financial assets

These are analyzed as follows:

Note 17 - Cash and cash equivalents

These are analyzed as follows:

30.06.2024 31.12.2023
Attributable to owners of the Parent
Share Capital 862,981 862,981
Reserve of treasury shares (3,634) (4,799)
Share premium reserve 110,499 110,499
Legal reserve 65,446 65,066
Cash flow hedge reserve 2,043 (40,137)
Financial asset fair value reserve through the statement of comprehensive income (1,045) (1,226)
Currency translation reserve (113,662) (117,293)
Other reserves and retained earnings (438,899) (389,141)
Profit/(loss) for the period (24,483) (52,830)
459,246 433,120
Attributable to non-controlling interests
Capital and reserves (8,891) (8,380)
Financial asset fair value reserve through the statement of comprehensive income (7) (7)
Currency translation reserve 10,042 9,709
Profit/(loss) for the period (2,826) (281)
(1,682) 1,041
TOTAL EQUITY 457,564 434,161

(Euro/000)

Note 18 - Equity

The composition of equity is analyzed in the following table: Share Capital

Reserve of treasury shares

At 30 June 2024, the fully paid-up Share Capital of Fincantieri S.p.A. amounted to euro 862,980,725.70, divided into 169,965,136 (following the above-mentioned regrouping) ordinary shares (including 610,228 treasury shares in portfolio), with no indication of par value, and is 71.32% owned by CDP Equity S.p.A.; the remainder is distributed to the general market (except for 0.36% of the shares held by Fincantieri as treasury shares). None of the other private investors holds a significant stake equal to or greater than 3%. It should be noted that 100% of the Share Capital of CDP Equity S.p.A. is owned by Cassa Depositi e Prestiti S.p.A., 82.77% of whose Share Capital is in turn owned by Italy's Ministry of Economy and Finance.

There were not changes in the amount of Share Capital during the half-year. However, the Extraordinary Shareholders' Meeting held on 11 June 2024 granted a proxy to the Board of Directors, which on the same date resolved to exercise it, for a share capital increase structured as follows:

(i) a first tranche, on a divisible basis, for a total maximum amount of euro 400 million, inclusive of any share premium, through the issuance of ordinary shares, with no par value, cum warrants (entitling the holder to subscribe for ordinary shares against payment – within a maximum of thirty-six months from full release of the first tranche of the capital increase – ordinary shares having the same characteristics as the ordinary shares in circulation at the issue date), to be admitted to trading on the Euronext Milan regulated market organised and managed by Borsa Italiana S.p.A. and to be offered as an option to the shareholders pursuant to article 2441, paragraph 1, of the Italian Civil Code by 31 December 2024, and

(ii) a second tranche, divisible, for a total maximum amount of euro 100 million, inclusive of any share premium, through the issue, in one or more tranches, of ordinary shares, having the same characteristics as the ordinary shares outstanding at the issue date, at the service of the exercise of the aforesaid warrants, to be subscribed within a maximum of 36 months from the full payment of the capital increase.

The Board of Directors also resolved to exercise the proxy conferred by the same Extraordinary Shareholders' Meeting, approving the regrouping, at a ratio of 1:10, of 1,699,651,360 Fincantieri ordinary shares (with no express par value) into 169,965,136 newly issued ordinary shares of Fincantieri, having the same characteristics as the issued ordinary shares, by withdrawing and cancelling the issued and existing ordinary shares of Fincantieri and assigning, for every 10 ordinary shares withdrawn and cancelled, 1 newly issued ordinary share of Fincantieri. The grouping was finalised on 17 June 2024.

On 16 July 2024, the capital increase transaction relating to the first tranche was completed, and of the total proceeds of euro 399,338,854.20, euro 15,241,941.00 were allocated to Share Capital and euro 348,096,913.20 to the Share premium reserve. The Share premium reserve will also include the costs of the capital increase transaction that meet the requirements of IAS 32; of these costs (the total estimated amount of which is euro 19 million), euro 4 million had been accrued and deferred as of the date of the interim financial statements. For further details on the capital increase, please refer to Note 35 - Events after 30 June 2024.

The Ordinary Shareholders' Meeting held on 23 April 2024 approved the proposal for authorization to purchase and dispose of treasury shares, subject to the revocation of the previous authorization by the Shareholders' Meeting of 31 May 2023 to service the Widespread Shareholders Plan for Fincantieri Group personnel approved by the Ordinary Shareholders' Meeting held on 23 April 2024. The purchase of treasury shares was authorized for a period of eighteen months from the date of the resolution of the Shareholders' Meeting, for a maximum amount of shares equal to 10% of the Share Capital. The disposal of treasury shares was authorized without time limits. The purchases and disposals of the aforesaid shares may be carried out in accordance with the terms and conditions set forth by applicable regulations and accepted market practices and, in particular, purchases must be made at a price that does not deviate downwards or upwards by more than 10% from the reference price recorded on the Euronext Milan market organised and managed by Borsa Italiana S.p.A. in the stock exchange session preceding each individual transaction. No treasury shares were purchased during the six-month period.

The reserve is negative for euro 3,634 thousand and comprises the value of the treasury shares for the Company's incentive plans called "Performance Share Plan" (described in more detail in Note 30).

Following the resolution of the Board of Directors of 14 May 2024 to allocate the shares under the 3rd cycle of the "2019-2021 Performance Share Plan" incentive plan, 1,957,626 treasury shares in portfolio (net of those withheld to meet the taxation obligations of the assignees) were assigned free of charge to the beneficiaries, for a countervalue of euro 1,166 thousand. The delivery of the shares took place on 14 June 2024. At the end of the second cycle, 374,869 shares were also assigned that had not yet been allotted pending closure of the inheritance.

At 30 June 2024, the treasury shares in portfolio amounted to 610,228 (corresponding to 0.36% of the Share Capital). For further refer to Note 30 – Other information, in the section "Medium/long-term incentive plan".

30.06.2024 30.06.2023
Gross amount Tax (expense)/
benefit
Net amount Gross amount Tax (expense)/
benefit
Net amount
Effective portion of profits/(losses)
on cash flow hedging instruments
54,950 (12,770) 42,180 (6,424) 1,071 (5,353)
Gains/(losses) from remeasurement
of employee defined benefit plans
1,445 (347) 1,098 4 (1) 3
Gains/(losses) from fair value measurement
of investments measured at FVTOCI
181 181 (86) (86)
Gains/(losses) arising on translation
of financial statements of foreign operations
3,962 3,962 (6,711) (6,711)
Total other comprehensive income/(losses) 60,538 (13,117) 47,421 (13,217) 1,070 (12,147)

(Euro/000)

30.06.2024 30.06.2023
Effective portion of gains/(losses) on cash flow hedging instruments arising in the period 2,653 57,961
Effective portion of profits/(losses) on cash flow hedging instruments reclassified to profit or loss 52,297 (64,385)
Effective portion of gains/(losses) on cash flow hedging instruments 54,950 (6,424)
Tax effect of other components of comprehensive income (12,770) 1,071
TOTAL OTHER COMPREHENSIVE INCOME/(LOSSES), NET OF TAX 42,180 (5,353)
Equity Profit or
Gross Income taxes Net loss
01.01.2023 64,336 (15,195) 49,141 (224)
Change in fair value (52,366) 12,229 (40,137)
Utilizations (64,336) 15,195 (49,141) 49,141
Other income/(expenses) for risk hedging (52,230)
Financial income/(expenses) relating to trading derivatives
and time-value component of hedging derivatives
47,751
31.12.2023 (52,366) 12,229 (40,137) 44,662
Change in fair value 2,584 (541) 2,043
Utilizations 52,366 (12,229) 40,137 (40,137)
Other income/(expenses) for risk hedging 49,572
Financial income/(expenses) relating to trading derivatives
and time-value component of hedging derivatives
6,853
30.06.2024 2,584 (541) 2,043 16,288

(Euro/000)

No. of shares
Ordinary shares issued 169,965,136
less: treasury shares held (805,991)
Ordinary shares outstanding as at 31.12.2023 169,159,145
Changes in 2024
plus: treasury shares allocated 195,763
less: treasury shares purchased
Ordinary shares outstanding as at 30.06.2024 169,354,908
Ordinary shares issued 169,965,136
less: treasury shares held (610,228)

The number of shares issued is reconciled to the number of shares outstanding in Fincantieri S.p.A. at 30 June 2024, determined taking into account the grouping resolved on 11 June 2024 as previously described.

reserve

retained earnings

Share premium reserve This reserve was recorded as a result of the Share Capital increase accompanying the Company's listing on the Mercato Telematico Azionario of Borsa Italiana S.p.A. (MTA) of 3 July 2014. Listing costs of euro 11,072 thousand (net of tax effects) relating to the capital increase have been deducted from equity, as a deduction from the Share premium reserve, in compliance with IAS 32.

Cash flow hedge reserve This item includes the change in the effective hedging component of derivative instruments measured at fair value; the related changes are shown at the end of these notes.

Currency translation The Currency translation reserve reflects exchange rate differences arising from the translation into Euro of financial statements of foreign operations prepared in currencies other than the Euro.

Non-controlling interests The change with respect to 31 December 2023 is attributable to the economic result for the period, attributable to third parties.

Other reserves and These mainly comprise: i) the extraordinary reserve, to which surplus earnings are allocated after making allocations to the legal reserve and distributions in the form of shareholder dividends; ii) the reserve to cover the issue of shares for the 1st cycle of the Long Term Incentive Plan (LTIP); iii) actuarial gains and losses on employee benefits in accordance with IAS 19 Revised; iv) the reserve for the share-based incentive plan for management.

The Fincantieri S.p.A. reserve to cover the issue of shares amounts to euro 3,842 thousand and was set up by resolution of the Board of Directors on 27 June 2019 for the issue of shares to allocate to employees during the payout of the first cycle of the incentive plan "2016-2018 Performance Share Plan", through the reclassification from the reserves of available earnings and more specifically from the extraordinary reserve. For further information, refer to Note 30 – Other information, in the section "Medium/long-term incentive plan".

The reserve related to the management share incentive plan, amounting to euro 5,482 thousand, increased in the first half of 2024 by euro 4,509 thousand as a result of the portion recorded in the costs of personnel and directors of the Company for beneficiaries of the plan and decreased by euro 4,065 thousand for the portion reclassified to increase revenue reserves following the settlement of the 3rd cycle of the "2019-2021 Performance Share Plan" incentive plan. For further details on the incentive plan, please refer to Note 30 - Other information, in the section "Medium/long-term incentive plan".

For the rest, the decrease is mainly attributable to the carry-forward of the 2023 result.

Other comprehensive income/losses

Movements in the cash flow hedge reserve and impact of derivative instruments on profit or loss

The amount of other comprehensive income/losses, presented in the statement of comprehensive income, is as follows:

The following table presents movements in the cash flow hedge reserve and the effect of derivative instruments

on profit or loss:

The change shown in the line Business combinations refers to the acquisition of the Remazel group in the first quarter. More information can be found in Note 34.

Increases in the litigation provision mainly refer to: i) precautionary provisions for claims brought by former workers, authorities or third parties for damages arising from asbestos exposure; ii) other provisions for litigation with employees and suppliers and for other legal proceedings. Utilization of the provision for litigation refers mainly to recognised compensation relating to the asbestos exposure lawsuits.

The "Product warranty" provision includes amounts set aside for the estimated cost of carrying out work under contractual guarantee after vessel delivery. The warranty period normally lasts for 1 or 2 years after delivery. The releases mainly refer to the guarantees expired and not used.

The item "Provisions for onerous contracts" includes the amount of estimated losses to completion with respect to existing construction contracts if increases in costs compared to those originally expected are not covered by the contractually agreed payments. The provisions recorded in the year mainly relate to the deterioration in marginality and consequent expected losses recorded on some orders. The utilizations of these provisions during the year are related to the progress of the relevant orders. "Provisions/Utilization for onerous contracts" are included in the item "Change in Contract assets and liabilities" included in operating revenue in Note 25.

The risks for financial guarantees refers to the liability for credit risk related to a financial guarantee issued in favour of a third party. The provision has not changed since 31 December 2023.

The "Business reorganization" provision has been set aside in previous years for the cost of the reorganization programs initiated by Vard in its Norwegian shipyards, which was not utilized during the first half of 2024.

The balance of "Provisions for other risks and charges" relates to provisions for risks related to various kinds of disputes, mostly of a contractual, technical or fiscal nature, which might be settled at the Group's expense either in or out of court. The item includes the provisions to cover the risks of environmental remediation (euro 4 million) and losses on investments in non-consolidated companies (euro 3 million). The increase in provisions for other risks and charges is mainly attributable to the Parent Company and refers to the provision made to cover estimated future charges that the company may incur in connection with certain ship orders. Releases refer to the elimination of the portion of charges estimated in previous periods, due to the failure of the relevant risk to materialise.

More information can be found in Note 30.

Litigation Product
warranty
Onerous
contracts
Risks for financial
guarantees
Business
reorganization
Other risks
and charges
Total
- of which non-current portion 37,707 63,836 185,101 38,106 79,967 404,717
- of which current portion 990 14,348 81,694 1,157 1,158 99,347
01.01.2024 38,697 78,184 266,795 38,106 1,157 81,125 504,064
Business combinations 2,630 5,118 7,748
Provisions for onerous contracts 30,987 30,987
Risk provisions 16,891 14,330 7,184 38,405
Utilization for onerous contracts (67,478) (67,478)
Utilizations (15,989) (9,909) (2,270) (28,168)
Releases (373) (8,567) (1,088) (6,973) (17,001)
Other changes 4 806 1 (15) 796
Exchange rate differences 74 4,396 (16) (155) 4,299
30.06.2024 41,856 74,116 234,418 38,106 1,142 84,014 473,652
- of which non-current portion 40,566 59,286 115,695 38,106 83,091 336,744
- of which current portion 1,290 14,830 118,723 1,142 923 136,908

(Euro/000)

The balance at 30 June 2024 of euro 53,250 thousand is mainly comprised of the employee severance benefit pertaining to the Group's Italian companies (euro 53,056 thousand).

The amount of Italian employee severance benefit recognized in the financial statements is calculated on an actuarial basis using the projected unit credit method; the discount rate used by this method to calculate the present value of the defined benefit obligation reflects the market yield on bonds with the same maturity as that expected for the obligation. The assumptions adopted were adjusted to the values measured as at 30 June 2024: discount rate of 3.49% (3.08% as at 31 December 2023), inflation rate of 2.00% (2.00% as at 31 December 2023) and rate of increase of the severance pay fund of 3.00% (3.00% as at 31 December 2023).

30.06.2024 31.12.2023
Opening balance 54,396 53,879
Business combinations 446 14
Interest cost 1,085 1,885
Actuarial (gains)/losses (1,445) 1,528
Utilizations for benefits and advances paid (1,565) (4,007)
Staff transfers and other movements 334 1,097
Closing balance 53,251 54,396
Plan assets (1) (1)
Closing balance 53,250 54,395

(Euro/000)

Note 19 - Provisions for risks and charges

These are analyzed as follows:

Note 20 - Employee benefits

Movements in this line item are as follows:

At 30 June 2024, a non-current portion of euro 176 million of bank loans maturing in the next 12 months was reclassified to the current portion.

It should be noted that there are no clauses in the loan agreements that require compliance with parameters whose breach would result in forfeiture of the benefit of the term. In addition, for existing loan agreements, no events occurred during the year that would trigger accelerated repayment clauses.

The item "Payables to other lenders" refers to the non-current portion of outstanding financial liabilities with non-banking counterparties. The change during the half-year is mainly attributable to the extinction of the payable to the extraordinary commissioners for the acquisition of the business unit headed by INSO - Sistemi per le INfrastrutture SOciali S.p.A. and its subsidiary SOF S.p.A. by FINSO - Fincantieri INfrastrutture Sociali S.p.A.

"Financial payables for leasing IFRS 16 – non-current portion" refers to the non-current portion of the financial liabilities for lease payments falling within the scope of IFRS 16. For the current portion see Note 24. Note 6 contains details on related rights of use.

The change in the item "Fair Value of options on equity investments" is mainly due to the adjustment of the fair value of the option to purchase the minority shares of the subsidiary FINSO - Fincantieri INfrastrutture SOciali S.p.A.

"Derivative liabilities" represent the year-end reporting date fair value of derivatives with a maturity of more than 12 months. The fair value of derivative financial instruments has been calculated considering market parameters and using widely accepted measurement techniques (Level 2). The decrease in this item compared to 31 December 2023 is mainly attributable to the change in the fair value of the Parent Company's interest rate swaps.

30.06.2024 31.12.2023
1,485,927 1,560,023
8,202 13,250
103,941 109,812
2,315 1,115
26,539 95,205
1,626,924 1,779,405

(Euro/000)

"Capital grants" mainly comprise deferred income associated with grants for property, plant and equipment and innovation grants which will be released to income in future years to match the related depreciation/amortization

of these assets.

"Other liabilities" include euro 4,694 thousand in payables to other parties in respect of the amount owed by the Iraqi Ministry of Defense (see Note 10).

"Firm commitments" reflect the fair value of the hedged item, represented by the construction contracts in currencies other than the functional currency and therefore subject to exchange rate risk, and it is the subject of fair

value hedge used by the VARD group.

30.06.2024 31.12.2023

Capital grants 56,992 50,490 Other liabilities 6,677 6,422 Firm commitments 4,229 13,370 TOTAL OTHER NON-CURRENT LIABILITIES 67,898 70,282 (Euro/000)

Note 21 - Non-current financial liabilities

These are analyzed as follows:

Note 22 - Other non-current liabilities

These are analyzed as follows:

"Payables for reverse factoring" report the payables sold to factoring companies by suppliers. These payables are classified among "Trade payables and other current liabilities" since they are related to obligations for the supply of goods and services used during the normal operating cycle. The sale is agreed with the supplier and envisages the possibility for the latter to give further extensions for consideration or not. The additional extensions granted may fall within a range of 0 to 285 additional days. With regard to the presentation in the Statement of Cash Flows, it should be noted that the cash flows related to these transactions are included in the Net cash flows from operating activities described in Note 31.

"Social security payables" include amounts due to INPS (the Italian National Institute for Social Security) for employer and employee contributions on June's wages and salaries and contributions on end-of-period wage adjustments.

"Other payables to employees for deferred wages and salaries" reported at 30 June 2024 include the effects of allocations made for unused holidays and deferred pay.

"Other payables" include employee income tax withholdings payable to tax authorities, sundry payables for insurance premiums, advances received against research grants, amounts payable to employee supplementary pension funds, security deposits received and various liabilities for disputes in the process of being settled financially.

"Other payables to the Parent Company" refers to the payables to Cassa Depositi e Prestiti S.p.A. recorded in Fincantieri S.p.A. for the tax consolidation.

"Firm commitments" reflect the fair value of the hedged item, represented by the construction contracts in currencies other than the functional currency and therefore subject to exchange rate risk, and it is the subject of fair value hedge used by the VARD group.

30.06.2024 31.12.2023
Payables to suppliers 1,968,100 1,977,511
Payables for reverse factoring 725,559 493,263
Social security payables 76,537 57,600
Other payables to employees for deferred wages and salaries 179,278 152,498
Other payables 210,693 151,695
Other payables to Parent Company 3,325 3
Indirect tax payables 13,880 13,061
Firm commitments 8,528 18,088
Accrued expenses 2,547 2,618
Deferred income 6,385 5,412
TOTAL TRADE PAYABLES AND OTHER CURRENT LIABILITIES 3,194,832 2,871,749

(Euro/000)

Regarding the Euro-Commercial Paper Step Label financing program, the total drawdown at 30 June 2024 amounted to euro 195.5 million compared to a maximum of euro 500 million provided for under the agreement.

"Bank loans – current portion" refers to the portions of medium/long-term loans due within the next 12 months. The change with respect to 31 December 2023 is due to the natural repayment of the portions of medium/longterm loans maturing in the first half of 2024, partially offset by the short-term reclassification of the medium/ long-term loans maturing within the next 12 months..

At 30 June 2024, the item Bank loans - construction loans, included the utilisation of euro 200 million of credit facilities for construction loans by Fincantieri S.p.A; at that date, the Group had credit facilities for construction financing of approximately euro 1,592 million, up from 31 December 2023 (euro 1,215 million as at 31 December 2023).

The item "Other short-term bank debt" mainly refers to the Group's financial payables to support the construction

of orders in the portfolio.

At 30 December 2024, the Group also had a total of euro 170 million in other committed credit facilities with leading Italian and international banks maturing between 2024 and 2027; these rotating credit facilities were not used. In addition to these committed credit facilities, at the same date the Group had additional uncommitted credit facilities with leading Italian and international banks for about euro 386 million, whose use was about euro 7 million.

"Payables to joint ventures" relate to the negative balance on the intercompany current account with the investees Orizzonte Sistemi Navali and Naviris.

The change in "Payables to associates" is mainly attributable to the partial repayment of the interest-bearing loan held by the subsidiary Fincantieri Infrastructure Opere Marittime S.p.A., maturing in 2024.

The item "Fair value of options on equity investments" (Level 3), amounting to euro 8,499 thousand (euro 8,278 thousand as at 31 December 2023), mainly refers to the put option recognised to the minority shareholders of the US group FMG.

"Financial payables for leasing IFRS 16 – current portion" refers to the current portion of the financial liability for lease payments falling within the scope of IFRS 16. For the non-current portion, see Note 21. Note 6 contains details on related rights of use.

"Derivative liabilities" refers to the fair value of derivative financial instruments, which was calculated considering market parameters and using valuation models widely used in the financial sector (Level 2).

30.06.2024 31.12.2023
Payables for commercial paper 195,500 146,000
Bank loans and credit facilities - current portion 428,162 587,981
Loans from BIIS - current portion 395 394
Bank loans and credit facilities - Construction loans 200,000 262,000
Other short-term bank debt 247,215 164,037
Other financial payables to others - current portion 3,963 2,759
Bank credit facilities repayable on demand 1,866 1,557
Payables to joint ventures 122,400 14,976
Payables to associates 21,906 30,293
Financial payables for leasing IFRS 16 - current portion 21,622 20,705
Fair value of options on equity investments 8,499 8,278
Derivative liabilities 51,079 48,779
Deferred interest and other financial items 7,884 10,529
Accrued interest expense 8,240 8,076
TOTAL CURRENT FINANCIAL LIABILITIES 1,318,731 1,306,364

(Euro/000)

Note 23 - Trade payables and other current liabilities

These are analyzed as follows:

Note 24 - Current financial liabilities

These are analyzed as follows:

"Operating revenue" mainly includes revenue arising from contractual obligations satisfied "over time", i.e. over the gradual progress of activities. Revenue and income are substantially in line with those of the first half of 2023. For more details on the breakdown of revenues by business segment, please refer to Note 32.

The aggregate value of contracts acquired relating to performance obligations that have not been fulfilled or have been partially fulfilled at 30 June 2024 is the order backlog, i.e. the residual value of orders not yet completed. This is calculated as the difference between the total value of the order (including any order modifications and additions agreed) and the accumulated value of work in progress ("Construction contracts – gross", both assets and liabilities) developed at the reporting date. The order backlog at 30 June 2024 stands at euro 27.4 billion and guarantees about 3.6 years of work if related to 2023 operating revenues. For further information please refer to the Group Report On Operations.

"Change in Contract assets and liabilities" includes provisions/utilization for onerous contracts included in the Provisions for risks and charges in Note 19.

30.06.2024 30.06.2023
Sales and service revenue 2,521,293 1,820,741
Change in Contract assets and liabilities 1,088,196 1,776,344
Operating revenue 3,609,489 3,597,085
Gains on disposal 34 564
Sundry revenue and income 53,998 55,762
Government grants 17,401 15,717
Other revenue and income 71,433 72,043
TOTAL REVENUE AND INCOME 3,680,922 3,669,128

(Euro/000)

"Services" includes charges related to the "Performance Share Plan" (euro 497 thousand) for the portion for the Parent Company's Chief Executive Officer. More details on the operation can be found in Note 30.

"Leases and rentals" mainly includes costs relating to short-term leasing contracts and the remainder to leasing

contracts concerning goods of modest value.

"Sundry operating costs" also include euro 350 thousand in losses on the disposal of non-current assets (euro 596 thousand at 30 June 2023) and tax charges for euro 7,787 thousand (euro 6,345 thousand at 30 June 2023).

30.06.2024 30.06.2023
Raw materials and consumables (1,682,763) (1,706,673)
Services (1,087,972) (1,116,008)
Leases and rentals (24,982) (21,095)
Change in inventories of raw materials and consumables 26,487 16,514
Change in work in progress 2,601 (10,400)
Sundry operating costs (14,261) (32,075)
Cost of materials and services capitalized in fixed assets 5,256 4,369
TOTAL MATERIALS, SERVICES AND OTHER COSTS (2,775,634) (2,865,368)

(Euro/000)

"Personnel costs" represent the total cost incurred for employees, including wages and salaries, employer social security contributions payable by the Group, gifts and travel allowances.

It should be noted that "Other personnel costs" includes charges related to the "Performance Share Plan" (euro 4,013 thousand). More details can be found in Note 30.

30.06.2024 30.06.2023
Personnel costs
- wages and salaries (504,690) (446,898)
- social security (134,662) (123,803)
- costs for defined contribution plans (25,531) (23,335)
- costs for defined benefit plans (232) (202)
- other personnel costs (20,988) (17,307)
Personnel costs capitalized in fixed assets 2,479 4,583
Total personnel costs (683,624) (606,962)

(Euro/000)

Note 25 - Revenue and income

These are analyzed as follows:

Note 26 - Operating costs

Materials, services Materials, services and other costs are analyzed as follows: and other costs

Personnel costs

A breakdown of depreciation and amortization is provided in Notes 5, 6 and 7.

"Provisions for risks and charges" mainly comprise provisions for obligations deriving from contractual warranties for euro 14,331 thousand (euro 6,595 thousand at 30 June 2023), and provisions for risks for euro 16,890 thousand (euro 30,626 thousand as at 30 December 2023). The remainder of the item refers to provisions made against risks for various kinds of disputes, mostly of a contractual, technical and tax nature. For more details on the nature of the provisions made, see Notes 10, 14 and 19.

"Impairment of receivables" relates to prudent appropriations to align the nominal value of receivables with estimated realizable value.

30.06.2024 30.06.2023
Employees at period end:
Total at period end 22,064 20,874
- of whom in Italy 11,531 11,002
- of whom in Parent Company 9,255 8,989
Average number of employees 21,642 20,704
- of whom in Italy 11,314 10,876
- of whom in Parent Company 9,098 8,894

(number)

30.06.2024 30.06.2023
Depreciation and amortization:
- amortization of intangible assets (39,094) (36,563)
- depreciation of rights of use (12,526) (10,276)
- depreciation of property, plant and equipment (71,625) (66,509)
Impairment losses:
- impairment of goodwill (62)
- impairment of intangible assets (108)
- impairment of property, plant and equipment (20) (20)
Total depreciation, amortization and impairment (123,265) (113,538)
Provisions
- increases in provisions for risks and charges (38,405) (50,131)
- release of provisions for risk and impairment reversals 16,488 7,020
- impairment of receivables (8,756) (1,745)
Total provisions (30,673) (44,856)

(Euro/000)

"Bank interest and fees and other income" and "Interest and other income from financial assets" mainly include interest accrued during the period at market rates on outstanding loans to third parties.

The increase in the item "Bank interest and fees and other expenses" is mainly attributable to the rise in interest rates in the Eurozone. This phenomenon was partially mitigated by the increase in income generated by interest rate hedges, whose recognition in the income statement is included in the item "Spreads on derivative financial instruments", and by the reduction in the item "Interest and fees on construction loans".

"Foreign exchange gains and losses" reflect the effects of changes in the currencies to which the Group is exposed and the related hedging derivatives. The change from the previous year is mainly attributable to the increase in outstanding derivatives to hedge balance sheet exposures, such as correspondence accounts in currencies other than the functional currency, and to the recognition of related expenses.

30.06.2024 30.06.2023
FINANCIAL INCOME
Interest and fees from joint ventures and associates 210 921
Bank interest and fees and other income 20,952 8,053
Interest and other income from financial assets 8,841 2,387
Foreign exchange gains 16,852 12,996
Total financial income 46,855 24,357
FINANCIAL EXPENSES
Interest and fees charged by joint ventures and associates (520) (243)
Interest and fees charged by controlling companies (299) (511)
Spreads on derivative finance instruments 23,219 16,609
Interest on employee benefit plans (638) (776)
Interest and fees on bonds and commercial papers (6,327) (2,878)
Interest and fees on construction loans (5,977) (13,663)
Bank interest and fees and other expense (118,495) (80,041)
Interest paid on leases IFRS 16 (1,903) (1,554)
Foreign exchange losses (28,319) (15,736)
Total financial expenses (139,259) (98,793)
TOTAL FINANCIAL INCOME AND EXPENSES (92,404) (74,436)

(Euro/000)

Headcount

Depreciation, amortisation and impairment and

provisions

Headcount is distributed as follows:

Note 27 - Financial income and expenses

These are analyzed as follows:

"Share of gain/(loss) of investments accounted for using the equity method", amounting to a gain of euro 722 thousand (loss of euro 520 thousand in the first half of 2023) refers to the pro-rata result of the associates and joint ventures of the Group.

For more details on the changes to investments, see Note 8.

Income taxes have been calculated on the basis of the result for the period. The balance as at 30 June 2024 is composed of euro 24,988 thousand for the negative balance of current taxes and euro 21,519 thousand for the positive balance of deferred taxes. The overall tax burden, in terms of tax rate, is influenced, on the one hand, by the positive effects of the national tax consolidation with the controlling company CDP and, on the other, by the losses incurred by certain subsidiaries for which no deferred tax assets were recognised, as the prerequisites for them did not exist.

Legislative Decree 209 of 27 December 2023 ("Pillar II regulations" or "global minimum tax"), effective as of tax year 2024, introduced a minimum effective tax regime for domestic and multinational groups at the rate of 15% for each jurisdiction in which they are located, also providing for the application of a supplementary tax in cases where the effective tax rate per country, with the adjustments provided for in the application rules, is lower than the aforementioned minimum tax rate.

During the first half of 2024, the Pillar II regulations were supplemented by the Ministerial Decree of 20 May 2024 governing simplified transitional regimes ("TSH regulations"), according to which - for the three-year period 2024/2026 - any supplementary tax due in a given jurisdiction is assumed to be zero if the companies located there meet at least one of the three requirements of the regulation.

In this regard, the Pillar II compliance project coordinated by the Parent Company CDP is continuing in 2024, with the launch of a new phase aimed at i) resolving the gaps that emerged during the project's start-up activities, ii) automating compliance through an application, and iii) estimating the impact of the relevant regulations for the purposes of the 2024 financial statements and fulfilling the related requirements.

For the purposes of the Consolidated Financial Statements as at 30 June 2024, a supplementary tax estimate was made with reference to the jurisdictions with taxation below 15%, identified by applying the simplifications provided by the TSH regulations to the Group perimeter as at 31 December 2023. The Fincantieri Group includes about 120 entities located in 29 jurisdictions with effective tax rates generally above 15%. The estimated supplementary tax as of 30 June 2024 in relation to Fincantieri Group entities located in jurisdictions with an effective tax rate of less than 15% amounts to approximately euro 321.9 thousand. With regard to the development of deferred taxes, please refer to Note 11.

30.06.2024 30.06.2023
INCOME
Dividends from other companies 147
Gains from sale of investments 61
Other income from investments 5
Total income 147 66
EXPENSE
Investment impairment losses (31) (5)
Total expense (31) (5)
INCOME/(EXPENSE) FROM INVESTMENTS 116 61
SHARE OF PROFIT/(LOSS) OF INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Profit 810 2,313
Loss (88) (2,833)
SHARE OF PROFIT/(LOSS) OF INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD 722 (520)
TOTAL INCOME AND EXPENSE FROM INVESTMENTS 838 (459)

(Euro/000)

30.06.2024 31.12.2023
A. Cash and cash equivalents 430,373 757,272
B. Cash equivalents
C. Other current financial assets 91,302 57,212
- of which related parties 24,906 17,408
D. Liquidity (A)+(B)+(C) 521,675 814,484
E. Current financial payables
(including debt instruments, but excluding the current portion of non-current financial payables)
(881,037) (707,543)
- of which related parties (145,995) (46,439)
- of which Construction loans (200,000) (262,000)
- of which Current portion of debt instruments (195,500) (146,000)
F. Current portion of non-current financial payables (437,694) (598,821)
- of which related parties (1,439) (9,075)
G. Current debt (E)+(F) (1,318,731) (1,306,364)
H. Net current cash/(debt) (D)+(G) (797,056) (491,880)
I. Non-current financial payables (excluding current portion and debt instruments) (1,626,924) (1,779,405)
- of which related parties (9,116) (4,328)
J. Debt instruments
K. Trade payables and other non-current liabilities
L. Non-current debt (l)+(J)+(K) (1,626,924) (1,779,405)
M. Total Net financial position (H)+(L) (2,423,980) (2,271,285)

(Euro/000)

Note 29 - Income taxes

Note 28 - Income and expense from investments

These are analyzed as follows:

Note 30 - Other information

In order to comply with Consob Communication No. DEM/6064293/2006, the following table shows the Net financial position as per ESMA recommendation. The schedule and disclosures below have been adjusted to reflect the updates in ESMA document 32-382-1138 of 4 March 2021.

For indirect debt and/or conditional debt not reflected in the table, reference should be made: i) to Note 19 and Note 20 for the provisions recognized in the financial statements; ii) to Note 23 and Note 1 for payables for

Lastly, commitments related to lease agreements not recognized as liabilities in the financial statements since

With reference to the provisions of Consob Resolution no. 15519 of 27 July 2006, there were no significant

In accordance with the disclosures required by Consob Communication no. DEM/6064293 dated 28 July 2006, it is reported that no atypical and/or unusual transactions were carried out during the first half of 2024.

reverse factoring (amounting to euro 725,559 thousand at 30 June 2024).
they do not fall under IFRS 16 amount to euro 19 million at 30 June 2024.
Significant non-recurring
events and transactions
non-recurring events and/or transactions at 30 June 2024.
Atypical and/or unusual
transactions
Related party transactions business of the Fincantieri Group and are conducted on an arm's length basis.

Intragroup transactions, transactions with CDP Equity S.p.A and its subsidiaries, with Cassa Depositi e Prestiti S.p.A. and its subsidiaries, with companies controlled by Italy's Ministry of Economy and Finance and with other related parties in general, do not qualify as either atypical or unusual, since they fall within the normal course of

The figures for related party transactions and balances are reported in the following tables:

Net financial position

1 The item Advances is included in inventories, as detailed in Note 12 1 The item Advances is included in inventories, as detailed in Note 12

30.06.2024
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
Non-current
financial
assets
Current
financial
receivables
Advances 1 Trade receivables
and other non
current assets
Trade receivables
and other current assets
Non-current
financial
payables
Current
financial
payables
Trade payables and other
current
liabilities
Trade payables and other
non-current
liabilities
CASSA DEPOSITI E PRESTITI S.p.A. 29,652 (9,116) (1,439) (3,430)
TOTAL PARENT COMPANY - - - - 29,652 (9,116) (1,439) (3,430) -
ORIZZONTE SISTEMI NAVALI S.p.A. 26,304 (112,089) (5,545)
UNIFER NAVALE S.r.l. 1,491 (5)
CSSC - FINCANTIERI CRUISE INDUSTRY
DEVELOPMENT Ltd.
15,475 1,537 (153)
ETIHAD SHIP BUILDING LLC 7,389 (358)
CONSORZIO F.S.B. (10)
BUSBAR4F S.c.a.r.l. 336 360 (637)
FINCANTIERI CLEA BUILDINGS S.c.a.r.l.
in liquidazione 1,492 (41)
PERGENOVA S.c.p.a. 1
NAVIRIS S.p.A. 946 (12,000)
NAVIRIS FRANCE S.A.S. 17
4TCC1 S.c.a.r.l. 2,279 531 (4,364)
VIMERCATE SAL. GESTIONE S.c.a.r.l. 7,328
ENERGETIKA S.c.a.r.l. 5 (9)
NSC HOSPITAL S.c.a.r.l. 480
FINMESA S.c.a.r.l. 4 (7)
ERSMA 2026 S.c.a.r.l. 57 (101)
4B3 S.c.a.r.l. 1,019 (748)
4TB13 S.c.a.r.l.
DARSENA EUROPA S.c.a.r.l.
481 517 58 (33)
(2,174)
TOTAL JOINT VENTURES - 15,956 4,151 - 48,000 - (124,089) (14,185) -
GRUPPO PSC (1,626) 176 (7,332)
CENTRO SERVIZI NAVALI S.p.A. 4,302 (3,167)
BREVIK TECHNOLOGY AS 173 5
CSS DESIGN 721
ISLAND DILIGENCE AS 44 132
DECOMAR S.p.A. 1
CASTOR DRILLING SOLUTION AS 358
ISLAND OFFSHORE XII SHIP AS
CISAR MILANO S.p.A. 360 733
CISAR COSTRUZIONI S.c.a.r.l. 250 (447)
NORD OVEST TOSCANA ENERGIA S.r.l.
S. ENE. CA GESTIONE S.c.a.r.l. 3,215 (2,855)
BIOTECA S.c.a.r.l. 40 (22)
NOTE GESTIONI S.c.a.r.l. 3,669 (4,317)
HBT S.c.a.r.l. 3,229 (74)
PRELIOS SOLUTIONS & TECHNOLOGIES S.r.l. 120
DIDO S.r.l. (68)
PERGENOVA BREAKWATER S.c.a.r.l. 11,297 (21,906) (31,643)
2F PER VADO S.c.a.r.l. 3,034 (183)
ATISA S.p.A. 1,939 (358)
REMAC S.r.l. 23 (298)
STARS RAILWAY SYSTEMS 1,758 (10)
TOTAL ASSOCIATES 533 407 313 721 31,979 - (21,906) (50,774) -
SACE S.p.A. (11)
SACE FCT (4,563)
VALVITALIA S.p.A. 841 2 (1,135)
TERNA RETE ITALIA S.p.A.
FONDO PENSIONE COMP. PER I DIRIGENTI
DELLA SOCIETÀ FINCANTIERI S.p.A.
(4)
F.DO NAZ. PENS.COMPL. COMETA (1) (4,754)
SOLIDARIETÀ VENETO FONDO PENSIONE (171)
HORIZON S.A.S. (1)
TERNA S.p.A. 8
AUSTOSTARDE PER L'ITALIA S.p.A. 13
SNAM S.p.A. 1,122
TOTAL CDP GROUP - - 841 - 1,123 - - (10,618) -
LEONARDO GROUP 43,861 9,454 (38,575)
ENI GROUP 504 148
ENEL GROUP 8 151 16
OTHER COMPANIES CONTROLLED BY 118 379 (297)
MINISTRY OF ECONOMY AND FINANCE
TOTAL RELATED PARTIES
533 16,481 49,174 721 121,242 (9,116) (147,434) (117,715) -
TOTAL CONSOLIDATED ITEM 621,987 114,976 292,984 76,555 1,196,967 (1,626,924) (1,318,731) (3,194,832) (67,898)
% on consolidated item 0% 14% 17% 1% 10% 1% 11% 4% 0%

(Euro/000) (Euro/000) CONSOLIDATED STATEMENT OF FINANCIAL POSITION Non-current financial assets Current financial receivables Advances 1 CASSA DEPOSITI E PRESTITI S.p.A. 35,228 (4,328) (9,075) (265) TOTAL PARENT COMPANY - - - - 35,228 (4,328) (9,075) (265) - ORIZZONTE SISTEMI NAVALI S.p.A. 25,004 (3,512) (63,398) UNIFER NAVALE S.r.l. 1,491 (5) CSSC - FINCANTIERI CRUISE INDUSTRY DEVELOPMENT Ltd. 15,268 2,603 (383) ETIHAD SHIP BUILDING LLC 6,756 (357) CONSORZIO F.S.B. BUSBAR4F S.c.a.r.l. 963 733 (478) FINCANTIERI CLEA BUILDINGS S.c.a.r.l. in liquidazione 1,491 (41) PERGENOVA S.c.p.a. 1 NAVIRIS S.p.A. 3 1,653 (12,634) (69) NAVIRIS FRANCE S.A.S. 4TCC1 S.c.a.r.l. 2,357 537 (2,827) VIMERCATE SAL. GESTIONE S.c.a.r.l. 6,922 (4,820) ENERGETIKA S.c.a.r.l. (9) NSC HOSPITAL S.c.a.r.l. 839 (804) FINMESA S.c.a.r.l. 4 ERSMA 2026 S.c.a.r.l. 57 (101) 4B3 S.c.a.r.l. 1,326 34 (790) 4TB13 S.c.a.r.l. 571 30 (293) DARSENA EUROPA S.c.a.r.l. 481 142 (788) TOTAL JOINT VENTURES - 15,752 5,217 - 48,297 - (16,146) (75,163) - GRUPPO PSC (1,633) 387 (8,964) CENTRO SERVIZI NAVALI S.p.A 2,829 (2,524) BREVIK TECHNOLOGY AS 176 CSS DESIGN 696 ISLAND DILIGENCE AS 4,785 135 DECOMAR S.p.A. 104 CASTOR DRILLING SOLUTION AS 409 ISLAND OFFSHORE XII SHIP AS 12,659 CISAR MILANO S.p.A. 360 476 CISAR COSTRUZIONI S.c.a.r.l. 350 (355) NORD OVEST TOSCANA ENERGIA S.r.l. 313 4,077 (220) S. ENE. CA GESTIONE S.c.a.r.l. 1,783 (1,632) BIOTECA S.c.a.r.l. 55 NOTE GESTIONI S.c.a.r.l. 2,916 (2,483) HBT S.c.a.r.l. 2,692 (74) PRELIOS SOLUTIONS & TECHNOLOGIES S.r.l. 120 DIDO S.r.l. (47) PERGENOVA BREAKWATER S.c.a.r.l. 5,330 (30,293) (17,715) 2F PER VADO S.c.a.r.l. 3,383 (773) ATISA S.p.A. 1,939 (544) STARS RAILWAY SYSTEMS TOTAL ASSOCIATES 18,293 409 306 696 24,582 - (30,293) (35,276) - SACE S.p.A. (11) SACE FCT 40 VALVITALIA S.p.A. 827 5 (272) TERNA RETE ITALIA S.p.A. 2 FONDO PENSIONE COMP. PER I DIRIGENTI DELLA SOCIETÀ FINCANTIERI S.p.A. (645) F.DO NAZ. PENS.COMPL. COMETA (1) (4,875) SOLIDARIETÀ VENETO FONDO PENSIONE (167) HORIZON S.A.S. (1) TERNA S.p.A. 8 AUSTOSTARDE PER L'ITALIA S.p.A. 28 10 SNAM S.p.A. TOTAL CDP GROUP - - 827 - 80 - - (5,959) - LEONARDO GROUP 39,308 12,380 (21,397) ENI GROUP 1,284 43 ENEL GROUP 6 171 2 OTHER COMPANIES CONTROLLED BY MINISTRY OF ECONOMY AND FINANCE 84 145 (835) TOTAL RELATED PARTIES 18,293 16,245 45,664 696 122,167 (4,328) (55,514) (138,850) - TOTAL CONSOLIDATED ITEM 684,173 92,124 306,367 67,038 1,149,879 (1,779,405) (1,306,364) (2,871,749) (70,282)

31.12.2023
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
Non-current
financial
assets
Current
financial
receivables
Advances 1 Trade receivables
and other non
current assets
Trade receivables
and other current assets
Non-current
financial
payables
Current
financial
payables
Trade payables and other
current
liabilities
Trade payables and other
non-current
liabilities
CASSA DEPOSITI E PRESTITI S.p.A. 35,228 (4,328) (9,075) (265)
TOTAL PARENT COMPANY - - - - 35,228 (4,328) (9,075) (265) -
ORIZZONTE SISTEMI NAVALI S.p.A. 25,004 (3,512) (63,398)
UNIFER NAVALE S.r.l. 1,491 (5)
CSSC - FINCANTIERI CRUISE INDUSTRY
DEVELOPMENT Ltd.
15,268 2,603 (383)
ETIHAD SHIP BUILDING LLC 6,756 (357)
CONSORZIO F.S.B.
BUSBAR4F S.c.a.r.l. 963 733 (478)
FINCANTIERI CLEA BUILDINGS S.c.a.r.l.
in liquidazione
1,491 (41)
PERGENOVA S.c.p.a. 1
NAVIRIS S.p.A. 3 1,653 (12,634) (69)
NAVIRIS FRANCE S.A.S.
4TCC1 S.c.a.r.l. 2,357 537 (2,827)
VIMERCATE SAL. GESTIONE S.c.a.r.l. 6,922 (4,820)
ENERGETIKA S.c.a.r.l. (9)
NSC HOSPITAL S.c.a.r.l. 839 (804)
FINMESA S.c.a.r.l. 4
ERSMA 2026 S.c.a.r.l. 57 (101)
4B3 S.c.a.r.l. 1,326 34 (790)
4TB13 S.c.a.r.l. 571 30 (293)
DARSENA EUROPA S.c.a.r.l. 481 142 (788)
TOTAL JOINT VENTURES - 15,752 5,217 - 48,297 - (16,146) (75,163) -
GRUPPO PSC (1,633) 387 (8,964)
CENTRO SERVIZI NAVALI S.p.A 2,829 (2,524)
BREVIK TECHNOLOGY AS 176
CSS DESIGN 696
ISLAND DILIGENCE AS
DECOMAR S.p.A.
4,785 135
104
CASTOR DRILLING SOLUTION AS 409
ISLAND OFFSHORE XII SHIP AS 12,659
CISAR MILANO S.p.A. 360 476
CISAR COSTRUZIONI S.c.a.r.l. 350 (355)
NORD OVEST TOSCANA ENERGIA S.r.l. 313 4,077 (220)
S. ENE. CA GESTIONE S.c.a.r.l. 1,783 (1,632)
BIOTECA S.c.a.r.l. 55
NOTE GESTIONI S.c.a.r.l. 2,916 (2,483)
HBT S.c.a.r.l. 2,692 (74)
PRELIOS SOLUTIONS & TECHNOLOGIES S.r.l. 120
DIDO S.r.l. (47)
PERGENOVA BREAKWATER S.c.a.r.l. 5,330 (30,293) (17,715)
2F PER VADO S.c.a.r.l. 3,383 (773)
ATISA S.p.A. 1,939 (544)
STARS RAILWAY SYSTEMS
TOTAL ASSOCIATES 18,293 409 306 696 24,582 - (30,293) (35,276) -
SACE S.p.A. (11)
SACE FCT 40
VALVITALIA S.p.A. 827 5 (272)
TERNA RETE ITALIA S.p.A. 2
FONDO PENSIONE COMP. PER I DIRIGENTI
DELLA SOCIETÀ FINCANTIERI S.p.A.
(645)
F.DO NAZ. PENS.COMPL. COMETA (1) (4,875)
SOLIDARIETÀ VENETO FONDO PENSIONE (167)
HORIZON S.A.S. (1)
TERNA S.p.A. 8
AUSTOSTARDE PER L'ITALIA S.p.A. 28 10
SNAM S.p.A.
TOTAL CDP GROUP - - 827 - 80 - - (5,959) -
LEONARDO GROUP 39,308 12,380 (21,397)
ENI GROUP 1,284 43
ENEL GROUP 6 171 2
OTHER COMPANIES CONTROLLED BY
MINISTRY OF ECONOMY AND FINANCE
84 145 (835)
TOTAL RELATED PARTIES 18,293 16,245 45,664 696 122,167 (4,328) (55,514) (138,850) -
TOTAL CONSOLIDATED ITEM 684,173 92,124 306,367 67,038 1,149,879 (1,779,405) (1,306,364) (2,871,749) (70,282)
% on consolidated item 3% 18% 15% 1% 11% 0% 4% 5% 0%
30.06.2024
STATEMENT OF COMPREHENSIVE INCOME Operating
revenue
Other revenue
and income
Materials,
services and
other costs
Financial
income
Financial
expenses
CASSA DEPOSITI E PRESTITI S.p.A. (54) (299)
TOTAL PARENT COMPANY - - (54) - (299)
ORIZZONTE SISTEMI NAVALI S.p.A. 76,987 1,124 (4,611) (1,689)
CSSC - FINCANTIERI CRUISE INDUSTRY DEVELOPMENT Ltd. 10,229 1,692 206
ETIHAD SHIP BUILDING LLC 633 (1)
BUSBAR4F S.c.a.r.l. (246) (1,139)
CONSORZIO F.S.B. 15 42 (172)
PERGENOVA S.c.p.a.
NAVIRIS S.p.A. 114 1,107
4TCC1 S.c.a r.l. 89 (4,741)
FINMESA S.c.a.r.l. (7)
4B3 S.c.a.r.l. 40 (660)
4TB13 S.c.a.r.l. 37 (49)
DARSENA EUROPA S.c.a.r.l. (84) (1,386)
NAVIRIS FRANCE 18
TOTAL JOINT VENTURES 87,363 4,434 (12,766) 206 (1,689)
GRUPPO PSC 110 (5,570) 44
CENTRO SERVIZI NAVALI S.p.A. 1,794 (8,580)
BREVIK TECHNOLOGY AS 5
ISLAND DILIGENCE AS
ISLAND OFFSHORE XII SHIP AS
ATISA S.p.A. 31 (583) 6
DIDO S.r.l. (179)
PERGENOVA BREAKWATER S.c.a.r.l. 159 14 (10,692) (520)
2F PER VADO S.c.a.r.l. 570 121 (1,340)
STARS RAILWAY SYSTEMS 55 11
REMAC S.r.l. 1
TOTAL ASSOCIATES 785 2,081 (26,944) 55 (520)
SACE FCT 79
VALVITALIA S.p.A. 65 (3,942) 4
TERNA RETE ITALIA S.p.A.
SNAM S.p.A. 2 (223)
AUSTOSTARDE PER L'ITALIA S.p.A. (38)
TERNA ENERGY SOLUTIONS S.r.l. (212)
ANSALDO ENERGIA S.p.A. 635
TOTAL CDP GROUP 635 146 (4,415) 4 -
LEONARDO GROUP 12,719 88 (42,450)
ENI GROUP 1,784 (205)
ENEL GROUP (1)
OTHER COMPANIES CONTROLLED BY MINISTRY OF ECONOMY AND FINANCE 1,054 199 (389)
TOTAL RELATED PARTIES 104,340 6,948 (87,224) 265 (2,508)
TOTAL CONSOLIDATED ITEM 3,609,489 71,433 (2,775,634) 46,855 (139,259)
% consolidated item 3% 10% 3% 1% 2%

(Euro/000) (Euro/000)
30.06.2024 30.06.2023
STATEMENT OF COMPREHENSIVE INCOME Operating
revenue
Other revenue
and income
Materials,
services and
other costs
Financial
income
Financial
expenses
STATEMENT OF COMPREHENSIVE INCOME Operating
revenue
Other revenue
and income
Materials,
services and
other costs
Financial
income
Financial
expenses
CASSA DEPOSITI E PRESTITI S.p.A. (54) (299) CASSA DEPOSITI E PRESTITI S.p.A. (510)
TOTAL PARENT COMPANY - - (54) - (299) TOTAL PARENT COMPANY - - - - (510)
ORIZZONTE SISTEMI NAVALI S.p.A. 76,987 1,124 (4,611) (1,689) ORIZZONTE SISTEMI NAVALI S.p.A. 67,569 461 53,725 (2)
CSSC - FINCANTIERI CRUISE INDUSTRY DEVELOPMENT Ltd. 10,229 1,692 206 CSSC - FINCANTIERI CRUISE INDUSTRY DEVELOPMENT Ltd. 419 1,813 330
ETIHAD SHIP BUILDING LLC 633 (1) ETIHAD SHIP BUILDING LLC 85 (5)
BUSBAR4F S.c.a.r.l. (246) (1,139) BUSBAR4F S.c.a.r.l. 114 38 (567)
CONSORZIO F.S.B. 15 42 (172) CONSORZIO F.S.B. 23 111 (209)
PERGENOVA S.c.p.a. PERGENOVA S.c.p.a. 34
NAVIRIS S.p.A. 114 1,107 NAVIRIS S.p.A. 97 1,111 (3) (6)
4TCC1 S.c.a r.l. 89 (4,741) 4TCC1 S.c.a r.l. 90 (4,277)
FINMESA S.c.a.r.l. (7) FINMESA S.c.a.r.l. 2
4B3 S.c.a.r.l. 40 (660) 4B3 S.c.a.r.l. 91 (452)
4TB13 S.c.a.r.l. 37 (49) 4TB13 S.c.a.r.l. 37 (61)
DARSENA EUROPA S.c.a.r.l. (84) (1,386) DARSENA EUROPA S.c.a.r.l. 200 14 (621)
NAVIRIS FRANCE 18 NAVIRIS FRANCE
TOTAL JOINT VENTURES 87,363 4,434 (12,766) 206 (1,689) TOTAL JOINT VENTURES 68,424 3,851 47,567 327 (8)
GRUPPO PSC 110 (5,570) 44 GRUPPO PSC 156 (8,000) 39
CENTRO SERVIZI NAVALI S.p.A. 1,794 (8,580) CENTRO SERVIZI NAVALI S.p.A. 863 (6,250)
BREVIK TECHNOLOGY AS 5 BREVIK TECHNOLOGY AS 5
ISLAND DILIGENCE AS ISLAND DILIGENCE AS 43
ISLAND OFFSHORE XII SHIP AS ISLAND OFFSHORE XII SHIP AS 477
ATISA S.p.A. 31 (583) 6 ATISA S.p.A.
DIDO S.r.l. (179) DIDO S.r.l.
PERGENOVA BREAKWATER S.c.a.r.l. 159 14 (10,692) (520) PERGENOVA BREAKWATER S.c.a.r.l. 1,204 504 (5,247) 13 (241)
2F PER VADO S.c.a.r.l. 570 121 (1,340) 2F PER VADO S.c.a.r.l. 900 256 (5,693)
STARS RAILWAY SYSTEMS 55 11 STARS RAILWAY SYSTEMS
REMAC S.r.l. 1 REMAC S.r.l.
TOTAL ASSOCIATES 785 2,081 (26,944) 55 (520) TOTAL ASSOCIATES 2,104 1,779 (25,190) 577 (241)
SACE FCT 79 SACE FCT 70
VALVITALIA S.p.A. 65 (3,942) 4 VALVITALIA S.p.A. 73 (3,823)
TERNA RETE ITALIA S.p.A. TERNA RETE ITALIA S.p.A. 2
SNAM S.p.A. 2 (223) SNAM S.p.A. 6 10 (41)
AUSTOSTARDE PER L'ITALIA S.p.A. (38) AUSTOSTARDE PER L'ITALIA S.p.A. (37)
TERNA ENERGY SOLUTIONS S.r.l. (212) TERNA ENERGY SOLUTIONS S.r.l.
ANSALDO ENERGIA S.p.A. 635 ANSALDO ENERGIA S.p.A.
TOTAL CDP GROUP 635 146 (4,415) 4 - TOTAL CDP GROUP 6 155 (3,901) - -
LEONARDO GROUP 12,719 88 (42,450) LEONARDO GROUP 1,825 1,648 (78,042)
ENI GROUP 1,784 (205) ENI GROUP 439 (572)
ENEL GROUP (1) ENEL GROUP 105 (23)
OTHER COMPANIES CONTROLLED BY MINISTRY OF ECONOMY AND FINANCE 1,054 199 (389) OTHER COMPANIES CONTROLLED BY MINISTRY OF ECONOMY AND FINANCE 265 33 (4)
TOTAL RELATED PARTIES 104,340 6,948 (87,224) 265 (2,508) TOTAL RELATED PARTIES 73,168 7,466 (60,165) 904 (759)
TOTAL CONSOLIDATED ITEM 3,609,489 71,433 (2,775,634) 46,855 (139,259) TOTAL CONSOLIDATED ITEM 3,597,085 72,043 (2,865,368) 24,357 (98,793)
% consolidated item 3% 10% 3% 1% 2% % consolidated item 2% 10% 2% 4% 1%

During the first half of 2024, costs were incurred for contributions included in the Personnel Costs item for euro 1,542 thousand related to the Supplementary Pension Fund for Fincantieri S.p.A. executives and euro 1,301 thousand to the National Supplementary Pension Fund Cometa.

Credit facilities and loan agreements

Please note that during 2023, the Parent Company provided financial support to the VARD group through a committed loan, renewed in December 2023 for a further 3 years, in the form of a revolving credit facility, in the amount of euro 230,000 thousand, which was unused as at 30 June 2024.

The main related party relationships refer to:

  • the Company's relations with the joint venture Orizzonte Sistemi Navali S.p.A. originated from the agreement signed in 2006 with the Italian Navy for the production of the first tranche of the 'Rinascimento' (or FREMM) program. The program refers to the construction of 10 ships for the Italian Navy, a program developed by Orizzonte Sistemi Navali S.p.A. with supplies from the Company and its subsidiaries for the design and production of the ships. Financial payables to Orizzonte Sistemi Navali S.p.A. as at 30 June 2024 relate to the correspondence current account held with the Company under the centralised treasury management contract;
  • the Company's relations with the jointly controlled Leonardo group relate to agreements for the supply and fitting out of combat systems in connection with the construction of naval vessels;
  • relations with the joint venture CSSC Fincantieri Cruise Industry Development Ltd. between Fincantieri and CSSC, prime contractor for the construction of new cruise ships at the CCSC group's Chinese shipyard, refer to the supply of specialist services and components to support CSSC shipyards; The Company has a financial receivable of euro 15,475 thousand for a loan granted to the joint venture maturing on 30 December 2024;
  • relations with the associate Centro Servizi Navali mainly relate to shipyard and prefabrication activities;
  • the Company's relations with the Eni group refer chiefly to the sale of products and services and purchases of fuel with ENI S.p.A.;
  • the Company's relations with the PSC group relate mainly to turnkey air conditioning systems (engineering, supply of ventilation machines, accessories and ducts, their installation on board, start-up and commissioning).

With regard to Fincantieri S.p.A.'s most significant transactions with related parties concluded at market conditions, during the first half of 2024, the following transaction should be noted:

OPC – PPX Project – Orizzonte Sistemi Navali S.p.A.

As part of the Italian Navy's OPV (Offshore Patrol Vessel) acquisition program, Orizzonte Sistemi Navali, a company jointly controlled by Fincantieri S.p.A., and Leonardo S.p.A., a related party of Fincantieri S.p.A, signed on 31 July 2023 a contract with the Naval Armaments Directorate (NAVARM) for the construction of three new-generation patrol vessels, with options for a further three units and the necessary infrastructure adjustments to the naval bases in Augusta, Cagliari and Messina, where the ships will be based. The total contract value for the first three units is euro 925 million, including the related logistical support services.

On 30 January 2024, Orizzonte Sistemi Navali entered into a sub-contracting agreement with Fincantieri S.p.A., worth euro 540 million, which represents a transaction between related parties of greater significance defined in compliance with the relevant applicable regulations.

Basic/Diluted Earnings/(Loss) Per Share 30.06.2024 30.06.2023
Earnings/(loss) attributable to owners of the Parent Company
Euro/000
(24,483) (20,332)
Weighted average number of shares outstanding to calculate
Number
the basic earnings/(loss) per share
169,176,355 1,693,206,233
Weighted average number of shares outstanding to calculate
Number
the diluted earnings/(loss) per share
171,379,868 1,719,244,254
Basic earnings/(loss) per share
Euro
(0,14472) (0,01201)
Diluted earnings/(loss) per share
Euro
(0,14286) (0,01183)
Grant date no. of allocated shares
(pre-grouping)
Fair value
First cycle of the Plan 24 July 2019 6,842,940 6,668,616
Second cycle of the Plan 30 July 2020 11,133,829 5,958,937
Third cycle of the Plan 10 June 2021 9,796,047 7,416,783

(euro)

Basic and diluted earnings/(loss) per share

Medium/long-term incentive plan

Basic earnings per share have been calculated by dividing the profit for the period attributable to the Group by the weighted average number of Fincantieri S.p.A. shares outstanding during the period, excluding treasury shares.

Diluted earnings per share have been calculated by dividing the profit for the period attributable to the Group by the weighted average number of Fincantieri S.p.A. shares in circulation during the period, excluding treasury shares, plus the number of shares that could potentially be issued. As at 30 June 2024, the shares that could potentially be issued relate to the shares granted under the 2019-2021 and 2022-2024 Performance Share Plan illustrated below.

It should also be noted that on 17 June 2024, the ordinary shares of Fincantieri, amounting to 1,699,651,360, were regrouped into 169,965,136 newly issued ordinary shares, at a ratio of 1 new ordinary share for every 10 existing shares.

2019-2021 Performance Share Plan

On 11 May 2018, the Shareholders' Meeting of Fincantieri S.p.A. approved the medium/long-term share-based incentive plan for management, the 2019-2021 Performance Share Plan (the "Plan"), and the related Terms and Conditions, the structure of which was defined by the Board of Directors at the meeting held on 27 March 2018.

The Plan, structured in three-year cycles, provides for the free grant, to the beneficiaries identified by the Board of Directors, of entitlements to receive a maximum of 25,000,000 ordinary shares in Fincantieri S.p.A. without nominal value, based on the achievement of specific performance targets for the three-year periods 2019-2021 (first cycle), 2020-2022 (second cycle) and 2021-2023 (third cycle).

The Plan provides for a three-year vesting period for all beneficiaries between the grant date of the rights and the date the shares are allocated to the beneficiaries. Therefore, if the performance targets are achieved and the other conditions set forth in the Plan Regulation are met, the shares vested, with reference to the first cycle, shall be granted and delivered to the beneficiaries by 31 July 2022, while those vested with reference to the second and third cycles shall be granted and delivered by 31 July 2023 and 31 July 2024, respectively.

The Plan also provides for a lock-up period for part of the shares given to members of the Board of Directors or Executives with Strategic Responsibilities of the Company. The free assignment of the number of rights is delegated to the Board of Directors, which also has the power to determine the number and names of the beneficiaries.

With reference to the Plan's first cycle, 6,842,940 ordinary shares in the Company were awarded to the beneficiaries identified by the Board of Directors on 24 July 2019; while, for the second cycle, 11,133,829 ordinary shares in the Company were awarded to the beneficiaries identified by the Board of Directors on 30 July 2020; and lastly, for the third and last cycle, 9,796,047 ordinary shares in the Company were awarded to the beneficiaries identified by the Board of Directors on 10 June 2021. The number of shares allocated is to be understood as pre-grouping.

Among the Plan's targets, in addition to the EBITDA and TRS already included in the 2016-2018 Performance Share Plan, the Group introduced another parameter, the sustainability index, to measure achievement of the sustainability objectives set by the Group in order to align with European best practices and the

A detailed description of the medium/long-term share-based incentive plan for management, called the Performance Share Plan, is given below.

financial community's increased expectations for sustainable development.

The references used to test achievement of the sustainability objectives are market parameters such as the "CDP" (Carbon Disclosure Project) and a second rating by another agency which evaluates the entire basket of sustainability aspects.

The fair value amount determined on the grant date for each cycle of the Plan is illustrated below.

With reference to the first cycle of the 2019-2021 Performance Share Plan, it should be noted that the Board of Directors' meeting of 30 June 2022 resolved to close the same by proceeding with the free assignment to the beneficiaries of 6,818,769 ordinary Fincantieri shares. The net shares actually allocated amounted to 3,883,748 shares (net of those withheld to meet the taxation obligations of the assignees). The allocation of shares took place, using solely treasury share in portfolio, on 18 July 2022.

With reference to the second cycle of the 2019-2021 Performance Share Plan, it should be noted that the Board of Directors' meeting of 13 June 2023 resolved to close the same by proceeding with the free assignment to the beneficiaries of 6,459,445 ordinary Fincantieri shares. The net shares actually allocated amounted to 3,068,752 shares (net of those withheld to meet the taxation obligations of the assignees and those withheld pending the closure of succession due to the death of one of the assignees). The allocation of shares took place, using solely treasury shares in portfolio, on 6 July 2023.

With reference to the third cycle of the 2019-2021 Performance Share Plan, it should be noted that the Board of Directors' meeting of 14 May 2024 resolved to close the same by proceeding with the free assignment to the beneficiaries of 4,091,018 ordinary Fincantieri shares. The net shares actually allocated amounted to 1,957,626 shares (net of those withheld to meet the taxation obligations of the assignees and those withheld pending the closure of succession due to the death of one of the assignees). The allocation of shares took place, using solely treasury share in portfolio, on 14 June 2024.

The Plan's features, outlined above, are described in detail in the Information Document prepared by the Parent Company under article 84-bis of Consob Regulation No. 11971 of 14 May 1999, made available to the public on the website www.fincantieri.it in the section "Governance & Ethics – Shareholders' Meeting – Shareholders' Meeting 2018".

2022-2024 Performance Share Plan

On 8 April 2021, the Shareholders' Meeting of Fincantieri S.p.A. approved the medium/long-term share-based incentive plan for management, the 2022-2024 Performance Share Plan (the "Plan"), and the related Terms and Conditions, the structure of which was defined and approved by the Board of Directors on 25 February 2021.

The Plan, consistent with the previous plan 2019-2021, is structured in three-year cycles and provides for the free grant, to the beneficiaries identified by the Board of Directors, of entitlements to receive a maximum of 64,000,000 ordinary shares in Fincantieri S.p.A. without nominal value, based on the achievement of specific performance targets for the three-year periods 2022-2024 (first cycle), 2023-2025 (second cycle) and 2024- 2026 (third cycle).

The Plan provides for a three-year vesting period for all beneficiaries between the grant date of the rights and the date the shares are allocated to the beneficiaries. Therefore, if the performance targets are achieved and the other conditions set forth in the Plan Regulation are met, the shares vested, with reference to the first cycle, shall be granted and delivered to the beneficiaries by 31 July 2025, while those vested with reference to the second and third cycles shall be granted and delivered by 31 July 2026 and 31 July 2027, respectively.

The Plan also provides for a lock-up period for part of the shares given to members of the Board of Directors or Executives with Strategic Responsibilities of the Company.

With reference to the first cycle of the Plan, 12,282,025 ordinary shares of the Company were allocated to the beneficiaries, identified by the Board of Directors on 26 July 2022. With reference to the second cycle of the Plan, 15,178,090 ordinary shares of the Company were allocated to the beneficiaries, identified by the Board of Directors on 13 June 2023. The number of shares allocated is to be understood as pre-grouping. The Beneficiaries for the 3rd Cycle will be identified by the Grant Date of the Rights for the 3rd Cycle, i.e. by 31 July 2024.

Among the Plan's targets, as already included in the 2019-2021 Performance Share Plan, in addition to the EBITDA and TRS, the Group defined another parameter, the sustainability index, to measure achievement of the sustainability objectives set by the Group in order to align with European best practices and the financial community's increased expectations for sustainable development.

The references used to test achievement of the sustainability objectives are based on the percentage of achievement of the Sustainability Plan targets that the Company has set itself during the three-year period 2023-2025. In addition, an access gate was inserted, the attainment of which is necessary for the payment of the bonus, linked to the rating objectives that the company has set itself, defined as follows: attainment of at least a B rating in the 'Carbon Disclosure Project' (CDP) index and inclusion in the highest band (Advanced) for the 'Vigeo Eiris' index.

The fair value amount determined on the grant date for each cycle of the Plan is illustrated below.

The Plan's features, outlined above, are described in detail in the Information Document prepared by the Parent Company under article 84-bis of Consob Regulation No. 11971 of 14 May 1999, made available to the public on the website www.fincantieri.it in the section "Governance & Ethics – Shareholders' Meeting – Shareholders' Meeting 2021".

Grant date no. of allocated shares
(pre-grouping)
Fair value
First cycle of the Plan 26 July 2022 12,282,025 5,738,776
Second cycle of the Plan 13 June 2023 15,178,090 6,204,500
(euro)

2024-2025 Widespread shareholders plan

The Ordinary Shareholders' Meeting held on 23 April 2024 approved the "2024-2025 Widespread Shareholders Plan" for Fincantieri Group employees, prepared pursuant to art. 114-bis of Legislative Decree 58 of 24 February 1998 and art. 84-bis of Consob Regulation of 14 May 1999, which provides for the free allocation of one ordinary share for every five Fincantieri shares purchased by employees against, alternatively, the conversion of all or part of the performance bonus into welfare and the use of the credit for the subscription of Fincantieri shares or the direct purchase by employees. An additional share will be granted free of charge for every 5 shares purchased against the employee's retention of Fincantieri shares in the portfolio for 12 months.

The Plan is offered to all employees of the Fincantieri Group and provides for two annual allocations in the period 2024-2025:

  • assignment 2024: employees who decide to convert all or part of the performance bonus into welfare and use the credit for the subscription of Fincantieri shares and those who subscribe to Fincantieri shares through the provision of treasury resources will receive free shares equal to 1 share for every 5 shares received in the context of the welfare conversion or subscribed to in the context of the purchase process (so-called "Matching Share");
  • assignment 2025: those who have held Fincantieri shares in their portfolio for 12 months will receive bonus shares in the amount of 1 share for every 5 still held (so-called "Bonus Share").

The shares thus received ("Bonus Shares" and "Matching Shares") may not be transferred and/or sold by current employees for 3 years from the date of allocation.

The maximum burden expected for Fincantieri is approximately 1,040,000 (post grouping) shares from purchases to be made on the market, as authorized by the shareholders' meeting.

Litigation FOREIGN LITIGATION

There are no significant updates to the financial statements as at 31 December 2023.

ITALIAN LITIGATION

Client credit recovery

There are no significant updates to the financial statements as at 31 December 2023.

Litigation with suppliers

There are no significant updates to the financial statements as at 31 December 2023.

Employment litigation

There are no significant updates to the financial statements as at 31 December 2023. Litigation relating to asbestos continued to be settled both in and out of court in 2024.

Other litigation

Other litigation of a different nature includes: (i) opposition to claims by social security institutions, including litigation against INPS for claims arising from failure to pay contributions by contractors and subcontractors on the basis of the principle of solidarity of the client; (ii) compensation for direct and indirect damages arising from production phases; (iii) civil lawsuits for compensation for injuries; and (iv) infringement of intellectual property rights.

There are no significant updates to the financial statements as at 31 December 2023.

Criminal prosecutions under Legislative Decree 231/2001

Compared to what has already been reported in the financial statements as at 31 December 2023, the following updates should be noted:

  • for the proceeding initiated in June 2018 concerning the management and disposal of waste at the Palermo Plant, the next hearing will be held on 16 October 2024;
  • for the proceeding for the alleged crime of "Manslaughter" under art. 589, paragraphs 1 and 2 of the Italian Criminal Code, which also involves the subsidiary Fincantieri SI, the next hearing will be held on 16 September 2024;
  • for the proceeding relating to the alleged offences of bribery among private parties pursuant to art. 2635, paragraph 2 of the Italian Civil Code and unlawful intermediation and exploitation of labour pursuant to art. 603 bis of the Italian Criminal Code for facts committed in Marghera between 2015 and 2019, the next hearing will be held on 18 September 2024.

Fincantieri S.p.A., Fincantieri Oil & Gas S.p.A., Isotta Fraschini Motori S.p.A. and Fincantieri INfrastrutture SOciali S.p.A. take part in the National tax consolidation of Cassa Depositi e Prestiti S.p.A.

AUDITS AND ASSESSMENTS

Fincantieri S.p.A.

The tax audit on the 2019 period is still ongoing; some non-significant findings have already been formalised, and it is necessary to wait for the conclusion of the activities and the notification of the audit report to assess the outcome.

NATIONAL TAX CONSOLIDATION Tax position

With regard to the pending Project Office dispute in India, the next hearing is scheduled for August 2024.

Marine Interiors Cabins S.p.A.

With reference to the pending litigation relating to the tax years 2014, 2015 and 2017, the Company has favourably evaluated the settlement proposal; the settlement activities will be concluded by the third quarter of 2024.

30.06.2024 30.06.2023
Profit/(loss) for the period (27,309) (22,162)
Depreciation and amortization 123,240 113,352
(Gains)/losses from disposal of property, plant and equipment 316 32
(Revaluation)/impairment of property, plant and equipment, intangible assets and equity investments (671) 712
(Revaluation)/impairment losses of working capital (435)
Increases/(releases) of Other provisions for risks and charges 22,492 48,784
Interest on employee benefits 1,407 1,080
Interest income (29,992) (11,202)
Interest expense 133,521 98,890
Income taxes 3,469 (14,329)
Long-term share-based incentive plan 4,510 1,513
Impact of unrealized exchange rate changes 9,058 791
GROSS CASH FLOWS FROM OPERATING ACTIVITIES 239,606 217,461

(Euro/000)

Note 31 - Cash flows from operating activities

These are analyzed as follows:

Note 32 - Segment information

Management has identified the following operating segments which reflect the model used to manage and control the business sectors in which the Group operates: Shipbuilding, Offshore and Specialized vessels, Equipment, Systems and Infrastructure and Other Activities.

Shipbuilding includes the Cruise Ships, Defence Ships and Ship Interiors business areas. Offshore and Specialized Vessels includes the design and construction of high-end offshore support vessels for offshore wind farms and the oil & gas industry, specialized ships such as cable-laying vessels and ferries, unmanned vessels, offering innovative products with reduced environmental impact.

Equipment, Systems and Infrastructure: includes the following business areas: i) Electronics and Digital Products Cluster, which focuses on advanced technological solutions, from the design and integration of complex systems (system integration) to telecommunications and critical infrastructure, ii) Mechatronic Systems and Components Cluster, i.e., integration of mechanical components and power electronics in naval and onshore applications and iii) Infrastructure Cluster, which includes the design, construction and installation of steel structures for largescale projects as well as the production and construction of maritime works and the supply of technology and facility management for the health segment, industry and the service sector.

Other Activities primarily refer to the cost of the Parent Company activities which have not been allocated to other

operating segments.

The Group evaluates the performance of its operating segments and the allocation of financial resources on the basis of revenue and EBITDA, in the configuration monitored by the Group, defined as Profit/(loss) for the period adjusted for the following items: i) Income taxes, ii) Share of profit/(loss) of investments accounted for using the equity method, iii) Income/(expense) from investments, iv) Financial expenses, v) Financial income, vi) Depreciation, amortization and impairment, vii) Provisions for costs and legal expenses associated with lawsuits brought by employees for asbestos-related damages and viii) Other extraordinary income and expenses.

* Revenue: Sum of "Operating revenue" and "Other revenue and income" reported in the Consolidated Statement of Comprehensive Income ** Calculated in relation to segments as the ratio of EBITDA to segment revenue, in relation to the Group as the ratio of EBITDA to revenue net of intersegment elimination

30.06.2024
Shipbuilding Offshore and
Specialized
Vessels
Equipment,
Systems and
Infrastructure
Other activities Group
Segment revenue 2,760,857 582,346 647,403 1,332 3,991,938
Intersegment elimination (7,110) (102,488) (200,174) (1,244) (311,016)
Revenue* 2,753,747 479,858 447,229 88 3,680,922
EBITDA 172,357 26,353 40,240 (24,895) 214,055
EBITDA margin** 6.2% 4.5% 6.2% 5.8%
Depreciation, amortization and impairment (123,265)
Financial income 46,855
Financial expenses (139,259)
Income/(expense) from investments 147
Share of profit/(loss) of investments accounted
for using the equity method
691
Income taxes (3,469)
Costs not included in EBITDA (23,064)
Profit/(loss) for the period (27,309)
30.06.2023
Shipbuilding Offshore and
Specialized
Vessels
Equipment,
Systems and
Infrastructure
Other activities Group
Segment revenue 2,972,017 481,679 539,367 1,735 3,994,798
Intersegment elimination (13,811) (129,440) (180,855) (1,564) (325,670)
Revenue* 2,958,206 352,239 358,512 171 3,669,128
EBITDA 181,266 19,264 6,728 (22,090) 185,168
EBITDA margin** 6.1% 4.0% 1.2% 4.6%
Depreciation, amortization and impairment (113,538)
Financial income 24,357
Financial expenses (98,793)
Income/(expense) from investments 61
Share of profit/(loss) of investments accounted
for using the equity method
(520)
Income taxes 14,329
Costs not included in EBITDA (33,226)
Profit/(loss) for the period (22,162)

(Euro/000) (Euro/000)

The results of the operating segments as at 30 June 2024 and 30 June 2023 are shown below.

Details of pre-tax "Costs not included in EBITDA" (positive for euro 5,736 thousand) are given in the following table.

Details of pre-tax "Costs not included in EBITDA" (positive for euro 7,974 thousand) are given in the fol-

lowing table.

1 Of which euro 6.2 million included in "Materials, services and other costs" and euro 16.9 million in "Provisions" 2 Of which euro 4.9 million included in "Materials, services and other costs"

1 Of which euro 2.6 million included in "Materials, services and other costs" and euro 30.6 million in "Provisions"

30.06.2024
Provisions for costs and legal expenses associated with asbestos-related lawsuits1 (18,149)
Other extraordinary income and expenses2 (4,915)
Costs not included in EBITDA (23,064)
30.06.2023
Provisions for costs and legal expenses associated with asbestos-related lawsuits1 (33,226)
Other extraordinary income and expenses
Costs not included in EBITDA (33,226)

(Euro/000) (Euro/000)

The following tables show a breakdown of "Property, plant and equipment" in Italy and other countries and the

analysis of "Capital expenditure" according to the relative operating segments:

30.06.2024 31.12.2023
Italy 1,002 1,015
Other countries 677 669
TOTAL PROPERTY, PLANT AND EQUIPMENT 1,679 1,684

(Euro/milion)

Capital expenditure in the first half of 2024 in Intangible Assets and Property, Plant and Equipment amounted to euro 114 million, of which euro 87 million related to Italy and the remainder to foreign countries.

The following table shows a breakdown of Revenue and income between Italy and other countries, according to client country of residence:

The following table shows those clients whose revenue (defined as turnover plus change in inventories) accounted for more than 10% of the Group's revenue and income in each reporting period:

Capital expenditure 30.06.2024 31.12.2023
Shipbuilding 85 162
Offshore and Specialized vessels 9 24
Equipment, Systems and Infrastructure 13 35
Other activities 7 37
TOTAL 114 258

(Euro/milion)

30.06.2024 30.06.2023
Revenue
and income
% Revenue
and income
%
Italy 703 19% 634 17%
Other countries 2,978 81% 3,035 83%
TOTAL REVENUE AND INCOME 3,681 3,669

(Euro/milion)

30.06.2024 30.06.2023
Revenue
and income
% Revenue
and income
%
Client 1 479 13% 711 19%
Client 2 401 11% 415 11%
Client 3 381 10% 379 10%
TOTAL 3,681 3,669

(Euro/milion)

Note 33 - Assets held for sale

Assets held for sale refer to the value of the stake held by Vard Group AS in the associate Island Offshore XII SHIP AS. During the first half of the year, the first shares were sold for about euro 5 million, and the ownership percentage decreased from 46.9% to 42.2%.

As at 31 December 2023, the balance also included the equity investment held by Vard Group AS in the associate Island Diligence AS, which was sold during the half-year.

Note 34 - Acquisitions

Description of the transaction

On 15 February 2024, Fincantieri completed the acquisition of 100% of Remazel Engineering S.p.A. (hereinafter referred to as "Remazel" or "Remazel group") from Advanced Technology Industrial Group S.A.

The agreed consideration amounted to euro 64,612,000, of which euro 61,112,000 was paid upon closing of the transaction. The remaining portion of the price, equal to euro 3,500,000, is deposited in an escrow account in the name of the Parent Company as a result of the commitment undertaken by the seller to indemnify the Group from any liabilities arising, and will be eventually settled within eighteen months from the date of acquisition based on the outcome of this dispute.

With this transaction Fincantieri intends to accelerate the growth of its technological, engineering and construction expertise in the offshore and subsea segments.

The transaction allows the Group to acquire highly specialized capabilities in the design and supply of stateof-the-art top side equipment, enhancing its role as a partner of the main international operators in the marine and subsea energy sector, and consolidating its after-sales activities, with a particular focus on digital services and logistics support with high operational complexity.

Acquisition accounting

The acquisition of the Remazel group qualifies as a business combination, in accordance with IFRS 3 - Business Combinations. The assets and liabilities acquired, appropriately aligned with the Fincantieri Group's accounting standards, were measured at fair value at the date of acquisition (15 February 2024), in accordance with IFRS 3 (so-called Purchase Price Allocation).

The following table shows the total consideration, the fair value of the assets acquired, the liabilities assumed and the goodwill arising from the acquisition.

The acquisition consideration was allocated to Intangible Assets - Order backlog (euro 5.9 million), Client relationships (euro 25.9 million) and, residually, to Goodwill (euro 45.1 million). The fair value valuation of the net assets acquired also revealed the presence of contingent liabilities in connection with litigation in the amount of euro 2.3 million recognised under Provisions for risks and charges.

The value of the Order backlog was assessed with an income method and will be amortised during 2024, while the value of Client relationships and order backlog was assessed with a multiperiod excess earnings method, and

a useful life of 12 years was defined.

The recognition of the tax effects resulting from the allocations summarised above resulted in the recognition of deferred tax liabilities of euro 8.2 million.

If the Remazel group had been consolidated as of 1 January 2024, it is estimated that it would have contributed higher consolidated Group revenue of euro 14 million and a positive effect on the net profit/(loss) of euro 1.5 million.

The price allocation was made on a provisional basis and will be finalised in the 12 months following the acquisition date. The consideration considered in the Purchase Price Allocation did not take into account the deferred portion of the price of euro 3.5 million, which is currently deposited in an escrow account as the prerequisites for them did not exist.

On 9 May 2024 Fincantieri signed an agreement to acquire Leonardo S.p.A.'s Underwater Armament Systems business, which is expected to be finalised in early 2025, accelerating and consolidating the Group's positioning as a leader in the underwater and naval defence segment. The consideration for the acquisition is equal to the sum of euro 300 million as a fixed component related to the enterprise value, subject to customary price adjustment mechanisms, plus a maximum of euro 115 million as a variable component upon the occurrence of certain growth assumptions related to the performance of the UAS business line in 2024. In order to finance the acquisition, Fincantieri resolved on the proposal of a proxy to increase the Share Capital in one or more tranches, on a divisible basis, for a maximum amount of euro 400 million including any share premium, to be offered as an option to shareholders, and a related share regrouping transaction functional to the capital increase. The controlling shareholder CDP Equity committed to the underwriting and establishment of a guarantee consortium formed by leading financial institutions. The proxy proposal also provides that subscribers to the capital increase will be assigned warrants free of charge to be exercised in the future on a second capital increase tranche of up to euro 100 million. For further details on the capital increase, please refer to Note 35 - Events after 30 June 2024.

Remazel group

Underwater Armament System (UAS) Business of Leonardo S.p.A.

Fair value of assets acquired
Consideration paid for 100% of the company 61,112
(a) Fee paid 61,112
Intangible assets 36,246
Rights of use 5,978
Plant and machinery 6,313
Investments 473
Financial receivables 347
Net deferred taxes (6,965)
Inventories and Supplier Advances 4,269
Net contract work in progress (5,669)
Trade receivables and other current assets 36,279
Cash and cash equivalents 12,643
Provisions for risks and charges (7,748)
Severance Fund (446)
Financial liabilities (36,979)
Trade payables and other liabilities (28,688)
Total 16,053
Minority interests 0
(b)Total net assets acquired 16,053
(c) Pro-rata equity = (b)*100% 16,053
Goodwill (a)-(c) 45,059

(Euro/000)

Note 35 - Events after 30 June 2024

On June 11, 2024, the Board of Directors resolved to exercise the proxy granted by the Extraordinary Shareholders' Meeting held on the same date to increase Fincantieri's Share Capital, on a divisible basis and against payment, in one or more tranches, for a period of five years from the date of the resolution and for a maximum total amount of euro 500,000,000.00, including any share premium, structured as follows (i) a first tranche ("Capital Increase Under Option"), on a divisible basis, for a total maximum amount of euro 400,000,000.00, inclusive of any share premium, through the issuance of ordinary shares, with no par value, cum warrants (entitling the holder to subscribe for ordinary shares against payment, the "Warrants"), with regular dividend rights and the same characteristics as the ordinary shares in circulation at the issue date, to be admitted to trading on the Euronext Milan regulated market organised and managed by Borsa Italiana S.p.A. ("EXM") and to be offered as an option to the shareholders pursuant to art. 2441, paragraph 1, of the Italian Civil Code by 31 December 2024 (the "New Shares"), and (ii) a second tranche (the "Warrant Capital Increase"), divisible, for a total maximum amount of euro 100,000,000.00, inclusive of any share premium, through the issue, in one or more tranches, of ordinary shares, without par value, with regular dividend rights and the same characteristics as the ordinary shares outstanding at the issue date, to be admitted to trading on the EXM, at the service of the exercise of the aforesaid Warrants (i.e. "Conversion Shares"), to be subscribed within a maximum of 36 months from the full payment of the Capital Increase.

In this context, the Board of Directors also resolved on the same date to exercise the proxy conferred by the Extraordinary Shareholders' Meeting of 11 June 2024 by proceeding with a share regrouping operation aimed at reducing the number of shares outstanding at the end of the capital increase and simplifying the administrative management thereof.

On 19 June 2024, CONSOB authorised the publication of the offering circular relating to: (i) the offer and admission to trading on the regulated market Euronext Milan, organised and managed by Borsa Italiana S.p.A., of the New Shares and (ii) the admission to trading on the EXM of the Warrants combined free of charge with the New Shares.

On 20 June 2024, the Board of Directors set the final terms and conditions of the Rights Issue and the Warrant

Capital Increase.

In particular, the Board of Directors set the offer price at euro 2.62 per New Share, of which euro 0.10 was allocated to Share Capital and euro 2.52 to share premium (the offer price includes a discount of 32.2% compared to the theoretical ex-rights price, calculated on the basis of the closing price of Borsa Italiana S.p.A. closing price of Fincantieri shares on 20 June 2024) and consequently resolved to issue a maximum of 152,419,410 New Shares (with the same number of Warrants coupled free of charge), to be offered under option to shareholders at a ratio of 9 New Shares for every 10 Fincantieri shares held. In addition, the Board of Directors set the subscription price of each Conversion Share at euro 4.44, of which euro 0.10 was allocated to Share Capital and euro 4.34 to share premium, and set the exercise ratio at 5 Conversion Shares for every 34 Warrants exercised, resolving to issue a maximum of 22,414,615 Conversion Shares.

On the same date, BNP Paribas, Intesa Sanpaolo, Jefferies, JP Morgan and Mediobanca (jointly, the "Consortium Banks") signed the guarantee agreement for the subscription and release of any New Shares not subscribed at the outcome of the auction of unexercised rights, up to the maximum amount of the Capital Increase, net of the countervalue of the subscription commitment undertaken by the controlling shareholder CDP Equity S.p.A. on 9 May 2024 for an amount matching the full portion of its entitlement.

During the option offer period, which commenced on 24 June 2024 and ended on 11 July 2024, 167,996,020 option rights were exercised for the subscription of 151,196,418 New Shares (with the same number of Warrants matched free of charge), representing 99.2% of the total number of New Shares offered, for a total countervalue of euro 396,134,615.16.

The remaining 1,358,880 option rights for the subscription of 1,222,992 New Shares were all sold during the first trading session held on 15 July 2024.

On 16 July 2024, with the exercise of the 1,358,880 option rights referred to above and the consequent subscription of the corresponding 1,222,992 New Shares, the Capital Increase under option was successfully concluded, without the intervention of the Consortium Banks being required to subscribe for any unexercised rights.

A total of 152,419,410 New Shares were subscribed (with the same number of Warrants attached free of charge), equal to 100% of the shares offered in the context of the Capital Increase under Option, for a total countervalue of euro 399,338,854.20, of which euro 15,241,941 to be allocated to capital.

As a result of the transaction, the new Share Capital amounted to euro 878,222,666.70, fully paid-up, divided into 322,384,546.00 shares with no par value.

On 17 July 2024, the Group, through its subsidiary Vard, signed a contract for the design and construction of a hybrid CSOV for REM Offshore, the third for the same client.

On 23 July 2024, Fincantieri signed an agreement with Carnival Corporation & plc for the design, engineering and construction of three new cruise ships for the Carnival Cruise Line brand. The value of the agreement, subject to finalisation of the financing and other standard terms and conditions to be completed later this year, is considered very important. The order covers a new class of liquefied natural gas (LNG) powered ships with a gross tonnage of around 230,000 tonnes, the largest units ever built by Fincantieri and in an Italian shipyard, with scheduled delivery in 2029, 2031 and 2033, respectively. With over 3,000 guest cabins, the new units will be able to carry almost 8,000 passengers at full capacity.

The events mentioned above did not have an impact on the valuations prepared for the purpose of preparing the

Half-Year Financial Report.

Business activity Registered office Countries in
which they
operate
Share Capital % interest held % consolidated by Group
SUBSIDIARIES CONSOLIDATED LINE-BY-LINE
BACINI DI PALERMO S.p.A.
Dry dock management
Palermo Italy EUR 1,032,000 100.00 Fincantieri S.p.A. 100.00
GESTIONE BACINI LA SPEZIA S.p.A.
Dry dock management
La Spezia Italy EUR 260,000 99.89 Fincantieri S.p.A. 99.89
ISOTTA FRASCHINI MOTORI S.p.A.
Design, construction, sales and after-sales service for engines
Bari Italy EUR 3,300,000 100.00 Fincantieri S.p.A. 100.00
FINCANTIERI HOLDING B.V.
Holding company for foreign investments
Netherlands Netherlands EUR 9,529,385 100.00 Fincantieri S.p.A. 100.00
FINCANTIERI INDIA Pte. Ltd.
Design, technical support and marketing
India India INR 10,500,000 99.00
1.00
Fincantieri Holding B.V.
Fincantieri S.p.A.
100.00
SOCIETÀ PER L'ESERCIZIO DI ATTIVITÀ
FINANZIARIE - S.E.A.F. S.p.A.
Financing of industrial, commercial and financial enterprises
Trieste Italy EUR 6,562,000 100.00 Fincantieri S.p.A. 100.00
FINCANTIERI SI S.p.A.
Electric, electronic and electromechanical industrial solutions
Trieste Italy
France
EUR 500,000 100.00 Società per l'Esercizio
di Attività Finanziarie - S.E.A.F. S.p.A.
100.00
FINCANTIERI SI IMPIANTI S.c.a.r.l.
Electric, electronic and electromechanical industrial solutions
Milan Italy EUR 20,000 60.00 Fincantieri SI S.p.A. 60.00
POWER4FUTURE S.p.A.
Design, production and installation of electricity storage products
Calderara di Reno (BO) Italy EUR 3,200,000 52.00 Fincantieri SI S.p.A. 52.00
BOP6 S.c.a.r.l. in liquidazione
In liquidation
Trieste Italy
France
EUR 40,000 5.00
95.00
Fincantieri S.p.A.
Fincantieri SI S.p.A.
100.00
FINCANTIERI SERVICES MIDDLE EAST LLC
Project management services
Qàtar Qàtar EUR 200,000 100.00 Fincantieri S.p.A. 100.00
FINCANTIERI (SHANGHAI) TRADING Co. Ltd.
Engineering design, consulting and development
China China CNY 35,250,000 100.00 Fincantieri S.p.A. 100.00
FINCANTIERI DRAGAGGI ECOLOGICI S.p.A.
in liquidazione
In liquidation
Rome Italy EUR 500,000 55.00 Fincantieri S.p.A. 55.00
MTM S.c.a.r.l.
Maintenance and repair of "Mose" plant bulkheads
Venice Italy EUR 100,000 41.00 Fincantieri S.p.A. 41.00
FINCANTIERI SERVICES DOHA LLC
Maintenance of waterborne transport vessels
Qàtar Qàtar QAR 18,400,000 100.00 Fincantieri S.p.A. 100.00
TEAM TURBO MACHINES SAS
Repair, maintenance and installation of gas turbines
France France EUR 250,000 85.00 Fincantieri S.p.A. 100.00
MARINE INTERIORS S.p.A.
Ship interiors
Trieste Italy
Romania
Norway
EUR 1,000,000 100.00 Fincantieri S.p.A. 100.00
MARINE INTERIORS CABINS S.p.A.
Ship interiors
Trieste Italy
Norway
EUR 5,120,000 100.00 Marine Interiors S.p.A. 100.00
MI S.p.A.
Ship interiors
Trieste Italy
France
EUR 50,000 100.00 Marine Interiors S.p.A. 100.00
SEANERGY -
A MARINE INTERIORS COMPANY S.r.l.
Ship interiors
Pordenone Italy
Romania
EUR 50,000 80.00 Marine Interiors S.p.A. 80.00
OPERAE - A MARINE INTERIORS COMPANY
Ship interiors
Trieste Italy EUR 50,000 85.00 Marine Interiors S.p.A. 85.00
FINCANTIERI NAVAL SERVICES - SOLE
PROPRIETORSHIP LLC
Sale, management, operation, repair and maintenance of ships,
technology and materials and ancillary activities
Abu Dhabi United Arab
Emirates
AED 8,000,000 100.00 Fincantieri S.p.A. 100.00
FINCANTIERI ARABIA FOR NAVAL SERVICES LLC
Various activities in naval and other shipbuilding, consultancy and
management services
Riyadh Saudi
Arabia
SAR 2,000,000 100.00 Fincantieri S.p.A. 100.00
FINCANTIERI INFRASTRUCTURE S.p.A.
Production, marketing and installation of metal products and
carpentry
Trieste Italy
Romania
EUR 500,000 100.00 Fincantieri S.p.A. 100.00
FINCANTIERI INFRASTRUCTURE USA Inc.
Holding company
USA USA USD 100 100.00 Fincantieri Infrastructure S.p.A. 100.00
FINCANTIERI INFRASTRUCUTRE FLORIDA Inc.
Legal activities
USA USA USD 100 100.00 Fincantieri Infrastructure USA Inc. 100.00
FINCANTIERI INFRASTRUCTURE
OPERE MARITTIME S.p.A.
Design, construction, maintenance, supply of civil, maritime, port,
hydraulic infrastructure
Trieste Italy EUR 100,000 100.00 Fincantieri Infrastructure S.p.A. 100.00
Business activity Registered office Countries in
which they
operate
Share Capital % interest held % consolidated
by Group
ORTONA FM Società Consortile a Responsabilità
Limitata
Design and execution of works for the deepening of the seabed and
adaptation of the Riva quay in the port of Ortona
Rome Italy EUR 10,000 80.00 Fincantieri Infrastructure Opere
Marittime S.p.A
80.00
INFRA.BAS.MAR. S.c.a.r.l.
Design and execution of infrastructure works at naval bases in
Messina, Cagliari and Augusta
Rome Italy EUR 10,000 51.00
49.00
Fincantieri Infrastructure Opere
Marittime S.p.A.
Fincantieri INfrastrutture SOciali S.p.A.
95.10
FINCANTIERI INFRASTRUTTURE SOCIALI S.p.A.
Costruzione di edifici e fornitura di sistemi tecnologici Construction
of buildings and supply of technological systems
Florence Italy
Cile
France
S. Marteen
Greece
Qàtar
EUR 20,000,000 90.00 Fincantieri Infrastructure S.p.A. 90.00
SOF S.p.A.
Installation, conversion, maintenance and operation of plants
Florence Italy EUR 5,000,000 100.00 Fincantieri INfrastrutture SOciali S.p.A. 90.00
ERGON PROJECTS Ltd.
Building construction
Malta Malta EUR 1,400,000 99.00
1.00
Fincantieri INfrastrutture SOciali S.p.A.
SOF S.p.A.
90.00
FINSO ALBANIA S.h.p.k.
Design and construction of healthcare buildings and infrastructure
Albania Albania LEK 4,000,000 100.00 Fincantieri INfrastrutture SOciali S.p.A 90.00
CONSTRUCTORA FINSO CHILE S.p.A
Administrative activities for infrastructure implementation
Chile Chile CLP 10,000,000 100.00 Fincantieri INfrastrutture SOciali S.p.A 90.00
EMPOLI SALUTE GESTIONE S.c.a.r.l.
Non-medical support services, management of retail space
Florence Italy EUR 50,000 95.00
4.50
Fincantieri INfrastrutture SOciali S.p.A.
SOF S.p.A.
89.55
FINCANTIERI NEXTECH S.p.A.
Automation systems
Milan Italy Switzerland EUR 12,000,000 100.00 Fincantieri S.p.A. 100.00
E-PHORS S.p.A.
Design, production of products or services in the field of cyber
security
Milan Italy EUR 500,000 100.00 Fincantieri NexTech S.p.A. 100.00
REICOM S.r.l.
Design, development, supply, installation and maintenance
for on-board systems
Milan Italy EUR 600,000 100.00 Fincantieri NexTech S.p.A. 100.00
C.S.I. CONSORZIO STABILE IMPIANTI S.r.l.
in liquidazione
In liquidation
Milan Italy EUR 40,000 75.65 Fincantieri NexTech S.p.A. 75.65
HMS IT S.p.A.
Design, supply and integration of IT technology infrastructures
Rome Italy EUR 1,500,000 100.00 Fincantieri NexTech S.p.A. 100.00
MARINA BAY S.A. in liquidazione
Industrial, commercial, financial, property and real estate
transactions
Luxembourg Luxembourg EUR 31,000 100.00 Fincantieri NexTech S.p.A. 100.00
S.L.S. - SUPPORT LOGISTIC SERVICES S.r.l.
Design and construction of electronic
and telecommunication systems
Guidonia
Montecelio
(RM)
Italy EUR 131,519 100.00 IDS Ingegneria Dei Sistemi S.p.A. 100.00
ISSEL NORD S.r.l.
Production and supply of means and services related
to integrated logistic support
Follo
(SP)
Italy EUR 400,000 100.00 Fincantieri NexTech S.p.A. 100.00
CENTRO PER GLI STUDI DI TECNICA
NAVALE - CETENA S.p.A.
Ship research and experimentation
Genoa Italy EUR 1,000,000 86.10 Fincantieri NexTech S.p.A. 86.10
IDS INGEGNERIA DEI SISTEMI S.p.A.
Design, production and maintenance of systems
for civil-military applications
Pisa Italy EUR 13,200,000 100.00 Fincantieri NexTech S.p.A. 100.00
IDS INGEGNERIA DEI SISTEMI (UK) Ltd.
Design, production and maintenance of systems
for civil-military applications
United
Kingdom
United
Kingdom
GBP 180,000 100.00 IDS Ingegneria Dei Sistemi S.p.A. 100.00
IDS AUSTRALASIA PTY Ltd.
Design, production and maintenance of systems
for civil-military applications
Australia Australia AUD 100,000 100.00 IDS Ingegneria Dei Sistemi S.p.A. 100.00
IDS NORTH AMERICA Ltd.
Design, production and maintenance of systems
for civil-military applications
Canada Canada CAD 5,305,000 100.00 IDS Ingegneria Dei Sistemi S.p.A. 100.00
IDS KOREA Co. Ltd.
Design, production and maintenance of systems
for civil-military applications
South
Korea
South
Korea
KRW 434,022,000 100.00 IDS Ingegneria Dei Sistemi S.p.A 100.00
IDS TECHNOLOGIES US Inc. in liquidazione
In liquidation
USA USA USD - 100.00 IDS Ingegneria Dei Sistemi S.p.A. 100.00
ROB.INT S.r.l.
Design of air, naval and land vehicles
Pisa Italy EUR 100,000 100.00 IDS Ingegneria Dei Sistemi S.p.A. 100.00
TRS SISTEMI S.r.l.
Provision of IT services
Rome Italy EUR 90,000 100.00 IDS Ingegneria Dei Sistemi S.p.A. 100.00

Annex 1 - Companies included in the scope of consolidation

Business activity Registered office Countries in
which they
operate
Share Capital % interest held % consolidated
by Group
SKYTECH ITALIA S.r.l.
Implementation of IT systems
Rome Italy EUR 90,000 100.00 IDS Ingegneria Dei Sistemi S.p.A. 100.00
FLYTOP S.r.l. in liquidazione
In liquidation
Rome Italy EUR 50,000 100.00 IDS Ingegneria Dei Sistemi S.p.A. 100.00
REMAZEL ENGINEERING S.p.A.
Engineering, purchasing and production activities in offshore
sector, crane and gas turbine manufacturing and after-sales
service activities
Milan Italy EUR 5,000,000 100.00 Fincantieri S.p.A. 100.00
REMAZEL ASIA CO. LTD -
REMAZEL SHANGHAI TRADING CO LTD.
Wholesale sales of offshore floating wind mechanical equipment
China China CNY 1,000,000 100.00 Remazel Engineering S.p.A. 100.00
REMAZEL SERVICOS DE SISTEMA DE
OLEO&GAS. LTDA
Service activities for offshore equipment
Brazil Brazil BRL 660,909 100.00 Remazel Engineering S.p.A. 100.00
CREDENCE OFFSHORE Pte Ltd. (in creditors'
voluntary liquidation procedure)
In liquidation
Singapore Singapore SGD 1,500,000 53.87 Remazel Engineering S.p.A. 53.87
FINCANTIERI USA HOLDING LLC
Holding company
USA USA USD - 100.00 Fincantieri S.p.A. 100.00
FINCANTIERI USA Inc.
Holding company
USA USA USD 1,030 65.00
35.00
Fincantieri S.p.A.
Fincantieri USA Holding LLC
100.00
FINCANTIERI SERVICES USA LLC
After-sales services
USA USA USD 300,001 100.00 Fincantieri USA Inc. 100.00
FINCANTIERI MARINE GROUP HOLDINGS Inc.
Holding company
USA USA USD 1,028 87.44 Fincantieri USA Inc. 87.44
FINCANTIERI MARINE GROUP LLC
Shipbuilding and ship repairs
USA USA USD 1,000 100.00 Fincantieri Marine Group Holdings Inc. 87.44
MARINETTE MARINE CORPORATION
Shipbuilding and ship repairs
USA USA USD 146,706 100.00 Fincantieri Marine Group LLC 87.44
ACE MARINE LLC
Construction of small aluminium ships
USA USA USD 1,000 100.00 Fincantieri Marine Group LLC 87.44
FINCANTIERI MARINE SYSTEMS
NORTH AMERICA Inc.
Sale and after-sale services relating to mechanical products
USA USA
Bahrain
USD 501,000 100.00 Fincantieri USA Inc. 100.00
FINCANTIERI MARINE REPAIR LLC
Sale and after-sale services relating to mechanical products
USA USA USD - 100.00 Fincantieri Marine Systems
North America Inc.
100.00
FINCANTIERI MARINE SYSTEMS LLC
Sale and after-sale services relating to mechanical products
USA USA USD - 100.00 Fincantieri Marine Systems
North America Inc.
100.00
FMSNA YK
Marine diesel engine maintenance service
Japan Japan JPY 3,000,000 100.00 Fincantieri Marine Systems
North America Inc.
100.00
FINCANTIERI OIL & GAS S.p.A.
Exercise, also through companies and entities,
of activities in the Oil & Gas industry
Trieste Italy EUR 21,000,000 100.00 Fincantieri S.p.A. 100.00
ARSENAL S.r.l.
IT consultancy services
Trieste Italy EUR 10,000 100.00 Fincantieri Oil & Gas S.p.A. 100.00
VARD HOLDINGS Ltd.
Holding company
Singapore Singapore SGD 932,200,000 98.38 Fincantieri Oil & Gas S.p.A. 98.38
VARD SHIPHOLDING SINGAPORE Pte. Ltd.
Rental of boats, ships and barges
Singapore Singapore USD 1 100.00 Vard Holdings Ltd. 98.38
VARD GROUP AS
Shipbuilding
Norway Norway NOK 26,795,600 100.00 Vard Holdings Ltd. 98.38
SEAONICS AS
Offshore handling systems
Norway Norway NOK 46,639,721 100.00 Vard Group AS 98.38
SEAONICS POLSKA SP. Z O.O.
Engineering services
Poland Poland PLN 400,000 100.00 Seaonics AS 98.38
CDP TECHNOLOGIES AS
Technological research and development
Norway Norway NOK 500,000 100.00 Seaonics AS 98.38
CDP TECHNOLOGIES ESTONIA OÜ
Automation and control systems
Estonia Estonia EUR 5,200 100.00 CDP Technologies AS 98.38
VARD ELECTRO AS
Electrical/automation installation
Norway Norway
UK
NOK 1,000,000 100.00 Vard Group AS 98.38
VARD ELECTRO ITALY S.r.l.
Design and installation of naval electrical systems
Trieste Italy EUR 200,000 100.00 Vard Electro AS 98.38
Business activity Registered office Countries in
which they
operate
Share Capital % interest held % consolidated
by Group
VARD ELECTRO ROMANIA S.r.l.
Electrical installation
Romania Romania RON 6,333,834 100.00 Vard Electro AS 98.38
VARD ELECTRICAL INSTALLATION
AND ENGINEERING (INDIA) Pvt. Ltd.
Electrical installation
India India INR 14,000,000 99.50
0.50
Vard Electro AS
Vard Electro Romania S.r.l.
98.38
VARD ELECTRO BRAZIL
(INSTALAÇÕES ELETRICAS) Ltda.
Electrical installation
Brazil Brazil BRL 3,000,000 99.00
1.00
Vard Electro AS
Vard Group AS
98.38
VARD PROMAR SA
Shipbuilding
Brazil Brazil BRL 1,109,108,180 99.999
0.001
Vard Group AS
Vard Electro Brazil Ltda.
98.38
VARD NITEROI RJ S.A.
Inactive
Brazil Brazil BRL 354,887,790 99.99
0.01
Vard Group AS
Vard Electro Brazil
(Instalações Eletricas) Ltda.
98.38
VARD INFRAESTRUTURA Ltda.
Inactive
Brazil Brazil BRL 10,000 99.99
0.01
Vard Promar SA
Vard Group AS
98.38
ESTALEIRO QUISSAMÃ Ltda.
Inactive
Brazil Brazil BRL 400,000 50.50
49.50
Vard Group AS
Vard Promar SA
98.38
VARD ELECTRO CANADA Inc.
Installation and integration of electrical systems
Canada Canada CAD 100,000 100.00 Vard Electro AS 98.38
VARD ELECTRO US Inc.
Installation and integration of electrical systems
USA USA USD 10 100.00 Vard Electro Canada Inc. 98.38
VARD RO HOLDING S.r.l.
Holding company
Romania Romania RON 82,573,830 99.995
0.000126
Vard Group AS
Vard Electro AS
98.38
VARD SHIPYARDS ROMANIA SA
Shipbuilding
Romania Romania RON 151,606,459 97.11
2.89
Vard RO Holding S.r.l.
Vard Group AS
98.38
VARD INTERNATIONAL SERVICES S.r.l.
Inactive
Romania Romania RON 100,000 100.00 Vard Shipyards Romania SA 98.38
VARD ENGINEERING CONSTANTA S.r.l.
Engineering
Romania Romania RON 1,408,000 70.00
30.00
Vard RO Holding S.r.l.
Vard Shipyards Romania SA
98.38
VARD SINGAPORE Pte. Ltd.
Sales and holding company
Singapore Singapore USD 6,000,000 100.00 Vard Group AS 98.38
VARD VUNG TAU Ltd.
Shipbuilding
Vietnam Vietnam USD 9,240,000 100.00 Vard Singapore Pte. Ltd. 98.38
VARD INTERIORS AS
Ship accommodation installation
Norway Norway NOK 500,000 100.00 Vard Group AS 98.38
VARD INTERIORS ROMANIA S.r.l.
(formerly VARD ACCOMODATION TULCEA S.r.l.)
Ship accommodation installation
Romania Romania
Italy
RON 436,000 99.77
0.23
Vard Interiors AS
Vard Electro Romania S.r.l.
98.38
VARD DESIGN AS
Design and engineering
Norway Norway NOK 4,000,000 100.00 Vard Group AS 98.38
VARD DESIGN LIBURNA Ltd.
Design and engineering
Croatia Croatia EUR 2,654 75.50 Vard Design AS 74.28
VARD MARINE GDANSK Sp. Z.o.o.
Offshore design and engineering
Poland Poland PLN 50,000 100.00 Vard Group AS 98.38
VARD MARINE Inc.
Design and engineering
Canada Canada CAD 9,783,700 100.00 Vard Group AS 98.38
VARD MARINE US Inc.
Design and engineering
USA USA USD 1,010,000 100.00 Vard Marine Inc. 98.38

Business activity Registered office Countries in
which they
operate
Share Capital % interest held % consolidated by Group
JOINT VENTURES CONSOLIDATED USING THE EQUITY METHOD
ORIZZONTE SISTEMI NAVALI S.p.A.
Provision of naval surface vessels equipped with weapons systems
Genoa Italy
Algeria
EUR 20,000,000 51.00 Fincantieri S.p.A. 51.00
ETIHAD SHIP BUILDING LLC
Design, production and sale of civilian and naval ships
United Arab
Emirates
United Arab
Emirates AED
2,500,000 35.00 Fincantieri S.p.A. 35.00
NAVIRIS S.p.A.
Design and manufacture of ships for naval or government use
Genoa Italy EUR 5,000,000 50.00 Fincantieri S.p.A. 50.00
NAVIRIS FRANCE SAS
Shipbuilding
France France EUR 100,000 100.00 Naviris S.p.A. 50.00
CSSC - FINCANTIERI CRUISE
INDUSTRY DEVELOPMENT LIMITED
Design and marketing of cruise ships
China China EUR 140,000,000 40.00 Fincantieri S.p.A. 40.00
CSSC - FINCANTIERI (SHANGHAI)
CRUISE DESIGN LIMITED
Engineering, Project Management and Supply Chain Management
China China RMB 1,000,000 100.00 CSSC - Fincantieri Cruise Industry
Development Limited
40.00
CONSORZIO F.S.B.
Building construction
Marghera
(VE)
Italy EUR 15,000 58.36 Fincantieri S.p.A 58.36
BUSBAR4F S.c.a.r.l.
Complete execution of contract ITER BUSBARF4
Trieste Italy
France
EUR 40,000 10.00
50.00
Fincantieri S.p.A.
Fincantieri SI S.p.A.
60.00
4TCC1 - S.c.a.r.l.
Complete execution of the Tokamak Complex Contract
Trieste Italy
France
EUR 100,000 5.00
75.00
Fincantieri S.p.A.
Fincantieri SI S.p.A.
80.00
4B3 S.c.a.r.l.
Complete execution of contract BOP3
Trieste Italy
France
EUR 50,000 2.50
52.50
Fincantieri S.p.A.
Fincantieri SI S.p.A.
55.00
4TB13 S.c.a.r.l.
Inactive
Trieste Italy
France
EUR 50,000 55.00 Fincantieri SI S.p.A. 55.00
FINMESA S.c.a.r.l. in liquidazione
In liquidation
Milan Italy EUR 20,000 50.00 Fincantieri SI S.p.A. 50.00
ERSMA 2026 S.c.a.r.l.
Demolition and dismantling of buildings and other structures
Piacenza Italy EUR 10,000 20.00 Fincantieri SI S.p.A. 20.00
FINCANTIERI CLEA BUILDINGS S.c.a.r.l.
in liquidazione
In liquidation
Milan Italy EUR 10,000 51.00 Fincantieri Infrastructure S.p.A. 51.00
DARSENA EUROPA S.c.a.r.l.
Execution of the Europa Platform of the Port of Livorno
Rome Italy EUR 10,000 26.00 Fincantieri Infrastructure Opere
Marittime S.p.A.
26.00
NUOVO SANTA CHIARA HOSPITAL S.c.a r.l.
Construction of hospital buildings
Florence Italy EUR 300,000 50.00 Fincantieri INfrastrutture SOciali S.p.A. 45.00
VIMERCATE SALUTE GESTIONI S.c.a.r.l.
Other business support service activities n.e.c.
Milan Italy EUR 10,000 3.65
49.10
SOF S.p.A.
Fincantieri INfrastrutture SOciali S.p.A.
47.48
4TB21 S.c.a.r.l.
Unitary execution of the framework agreement for the TOKAMAK
Complex Contract - TB21
Trieste Italy EUR 10,000 51.00 Fincantieri S.p.A. 51.00
TCM S.c.a.r.l.
Design and execution of works relating to the contract for the
"Construction of the offshore platform at the Port of Venice -
Terminal Container "Montesyndial" - 1st section"
Rome Italy EUR 10,000 41.56 Fincantieri Infrastructure Opere
Marittime S.p.A.
41.56
CONSORZIO RAVENNA DIGA OFFSHORE
S.c.a.r.l.
Inactive
Genoa Italy EUR 10,000 31.50 Fincantieri Infrastructure Opere
Marittime S.p.A.
31.50
Business activity Registered office Countries in
which they
operate
Share Capital % interest held % consolidated by Group
ASSOCIATES CONSOLIDATED USING THE EQUITY METHOD
CENTRO SERVIZI NAVALI S.p.A.
Processing and production of metal products
San Giorgio
di Nogaro
(UD)
Italy EUR 5,620,618 10.93 Fincantieri S.p.A. 10.93
GRUPPO PSC S.p.A.
Design and installation of systems
Maratea
(PZ)
Italy Denmark EUR 1,431,112 10.00 Fincantieri S.p.A. 10.00
DECOMAR S.p.A.
Development of innovative solutions for environmental restoration
Massa
(MS)
Italy EUR 2,500,000 20.00 Fincantieri S.p.A. 20.00
DIDO S.r.l.
Activities in the field of decision intelligence
Milan Italy EUR 142,801 30.00 Fincantieri S.p.A. 30.00
PRELIOS SOLUTIONS & TECHNOLOGIES S.r.l.
Realization and management of technological installations
in the industrial, civil and defence sectors
Milan Italy EUR 50,000 49.00 Fincantieri NexTech S.p.A 49.00
STARS RAILWAY SYSTEMS
Production of radar products for railway safety
Rome Italy EUR 300,000 48.00
2.00
IDS Ingegneria Dei Sistemi S.p.A.
TRS Sistemi S.r.l.
50.00
ITS INTEGRATED TECH SYSTEM S.r.l.
Inactive
La Spezia Italy EUR 10,000 51.00 Rob.Int S.r.l. 51.00
MC4COM - MISSION CRITICAL
FOR COMMUNICATIONS SOCIETÀ
CONSORTILE S.r.l.
Implementation of integrated telecommunications systems
Milan Italy EUR 10,000 50.00 HMS IT S.p.A. 50.00
UNIFER NAVALE S.r.l. in liquidazione
In liquidation
Finale Emilia
(MO)
Italy EUR 150,000 20.00 Società per l'Esercizio
di Attività Finanziarie - S.E.A.F. S.p.A.
20.00
2F PER VADO S.c.a.r.l.
Execution of works for the construction
of the "New Vado Ligure Breakwater"
Genoa Italy EUR 10,000 49.00 Fincantieri Infrastructure Opere
Marittime S.p.A.
49.00
CITTÀ SALUTE RICERCA MILANO S.p.A.
Construction activities and other civil engineering works n.e.c.
Milan Italy EUR 5,000,000 30.00 Fincantieri INfrastrutture SOciali S.p.A. 27.00
CISAR COSTRUZIONI S.c.a.r.l.
Design and execution activities
Milan Italy EUR 100,000 30.00 Fincantieri INfrastrutture SOciali S.p.A. 27.00
NOTE GESTIONE S.c.a.r.l.
Installation of plumbing in buildings
Reggio Emilia Italy EUR 20,000 34.00 SOF S.p.A. 30.60
S.ENE.CA GESTIONI S.c.a.r.l.
Other business support service activities
Florence Italy EUR 10,000 49.00 SOF S.p.A. 44.10
HOSPITAL BUILDING TECHNOLOGIES S.c.a.r.l.
Sale and purchase of real estate on own goods
Florence Italy EUR 10,000 20.00 SOF S.p.A. 18.00
BIOTECA S.c.a.r.l.
Execution of contracts for the supply and installation
of furniture and furnishings
Carpi
(MO)
Italy EUR 100,000 33.33 SOF S.p.A. 30.00
ENERGETIKA S.c.a.r.l.
Inactive
Florence Italy EUR 10,000 40.00 SOF S.p.A. 36.00
PERGENOVA BREAKWATER
Construction of the new breakwater for the port of Genoa
within the Sampierdarena basin
Genoa Italy EUR 10,000 25.00 Fincantieri Infrastructure Opere
Marittime S.p.A.
25.00
BREVIK TECHNOLOGY AS
Technology licences and patents
Norway Norway NOK 1,050,000 34.00 Vard Group AS 33.45
SOLSTAD SUPPLY AS
Shipowner
Norway Norway NOK 345,003,000 26.66 Vard Group AS 26.23
ISLAND OFFSHORE XII SHIP AS
Shipowner
Norway Norway NOK 404,097,000 42.20 Vard Group AS 41.52
CASTOR DRILLING SOLUTION AS
Offshore drilling technology
Norway Norway NOK 229,710 34.13 Seaonics AS 33.58
CSS DESIGN LIMITED
Design and engineering
United
Kingdom
United
Kingdom GBP
100 31.00 Vard Marine Inc. 30.50
REMAC S.r.l.
Machinery construction activities
Trieste Italy EUR 200,000 49.00 Remazel Engineering S.p.A. 49.00
VBF NAUTICA S.r.l.
Business, administrative and management consulting, planning
and digital and innovative IT services with high technological
value in the marine, maritime and port segments
Genoa Italy EUR 50,000 12.50 Fincantieri S.p.A. 12.50

137

Management representation on the Consolidated Financial Statements

    1. The undersigned Pierroberto Folgiero, in his capacity as Chief Executive Officer, and Felice Bonavolontà, as Manager responsible for preparing financial reports of Fincantieri S.p.A. ("Fincantieri"), with reference to the requirements of art. 154-bis, paragraphs 3 and 4, of Legislative Decree 58 dated 24 February 1998, hereby represent:
    2. the suitability in relation to the business's organization and
    3. the effective application

of the administrative and accounting processes for the preparation of the Condensed Consolidated Interim Financial Statements at 30 June 2024, during the first half of 2024.

    1. The adequacy of the administrative and accounting processes for preparing the Condensed Consolidated Interim Financial Statements at 30 June 2024 has been evaluated on the basis of a procedure established by Fincantieri in compliance with the Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, which is the generally accepted standard model internationally.
    1. The undersigned also represent that:
    2. 3.1 the Condensed Consolidated Interim Financial Statements at 30 June 2024:
      • a. have been prepared in accordance with the International Financial Reporting Standards endorsed by the European Union under Regulation (EC) 1606/2002 of the European Parliament and Council dated 19 July 2002;
      • b. correspond to the underlying accounting records and books of account;
      • c. are able to give a true and fair view of the assets, liabilities, financial position and results of operations of the issuer and the group of companies included in the consolidation.

3.2 the Report on operations performance includes a fair review of the important events taking place in the first six months of the year and their impact on the Condensed Consolidated Interim Financial Statements, together with a description of the principal risks and uncertainties to which they are exposed. The Report on operations also includes a reliable analysis of the information on significant related party transactions.

Management representation on the Consolidated Financial Statements

Management representation on the Condensed Consolidated Interim Financial Statements pursuant to art. 81-ter of CONSOB regulation 11971 dated 14 may 1999 and subsequent amendments and additions

30 July 2024 CHIEF EXECUTIVE OFFICER

Pierroberto Folgiero

MANAGER RESPONSIBLE FOR PREPARING FINANCIAL REPORTS

Felice Bonavolontà

Report by the independent auditors 141

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REPORT ON REVIEW OF THE HALF-YEARLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders of Fincantieri S.p.A.

Introduction

We have reviewed the accompanying half-yearly condensed consolidated financial statements of Fincantieri S.p.A. and subsidiaries (the "Fincantieri Group"), which comprise the consolidated statement of financial position as of June 30, 2024, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the six month period then ended, and the relative explanatory notes. The Directors are responsible for the preparation of the halfyearly condensed consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on the half-yearly condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange ("Consob") for the review of the half-yearly financial statements under Resolution n° 10867 of July 31, 1997. A review of half-yearly condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-yearly condensed consolidated financial statements of the Fincantieri Group as at June 30, 2024 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union.

DELOITTE & TOUCHE S.p.A.

Signed by Barbara Moscardi Partner

Udine, Italy August 2, 2024

This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

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