Fincantieri — Proxy Solicitation & Information Statement 2026

Apr 16, 2026

FISCANTIE

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ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 14 MAY 2026

EXPLANATORY REPORT BY THE BOARD OF DIRECTORS ON THE SECOND ITEM ON THE AGENDA OF THE ORDINARY PART

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FISCANTIE

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SECOND ITEM ON THE AGENDA OF THE ORDINARY PART

FINCANTIERI S.p.A.
Registered office Via Genova 1, Trieste
Share capital being increased by warrant conversion - see Companies' Register and website: www.fincantieri.com
V.A.T. No. 00629440322
Tax Code and Venezia Giulia Companies' Register No. 00397130584
Trieste Economic and Administrative Index No. 89063

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Explanatory Report
drawn up in accordance with Article 125-ter of Legislative Decree No. 58 of 24
February 1998

SECOND ITEM ON THE AGENDA OF THE ORDINARY PART

Resolutions relating to the allocation of the profit/loss for the year 2025.

Dear Shareholders,

taking into account that the financial statements of FINCANTIERI S.p.A. (“Fincantieri” or the “Company”) as of 31 December 2025 closed with a profit of EUR 97,466,054.18 and that, pursuant to Article 2430 of the Italian Civil Code, at least one-twentieth part (i.e. 5%) of the annual net profit must be paid to the legal reserve until it reaches one-fifth of the share capital, in accordance with the provisions of Article 34 of the Company’s By-Laws, we propose the following allocation of the profit: EUR 4,873,302.71 to the legal reserve and the remaining EUR 92,592,751.47 to the extraordinary reserve.

There will therefore be no dividend distribution.

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

“The FINCANTIERI S.p.A. ordinary shareholders’ meeting,

• having examined the Board of Directors’ Report drafted in accordance with Article 125-ter of Legislative Decree No. 58 of 24 February 1998 and the draft resolution contained therein;
• having examined the Annual Financial Report for the 2025 financial year, the Auditing Firm’s Report and the Board of Statutory Auditors’ Report

resolved

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FISCANTIE

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to allocate the net profit for the 2025 financial year, amounting to EUR 97,466,054.18, as follows:

• 5% of the net profit for the financial year, amounting to EUR 4,873,302.71 to the legal reserve;
• the remaining EUR 92,592,751.47 to the extraordinary reserve.

On behalf of the Board of Directors
Chairman of the Board of Directors
Biagio Mazzotta