Fincantieri

Share Issue/Capital Change • Jun 11, 2024

Informazione Regolamentata n. 1616-50-2024		Data/Ora Inizio Diffusione 11 Giugno 2024 21:29:27	Euronext Milan
Societa'	:	FINCANTIERI
Identificativo Informazione Regolamentata	:	192094
Utenza - Referente	:	FINCANTIERIN04 - Dado
Tipologia	:	REGEM; 2.2
Data/Ora Ricezione	:	11 Giugno 2024 21:29:27
Data/Ora Inizio Diffusione	:	11 Giugno 2024 21:29:27
Oggetto	:	FINCANTIERI The Board of Directors exercises the authorization to increase the share capital for Euro 500 million in divisible form
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FINCANTIERI: THE BOARD OF DIRECTORS EXERCISES THE AUTHORIZATION TO INCREASE THE SHARE CAPITAL FOR EURO 500 MILLION IN DIVISIBLE FORM

The Board of Directors of Fincantieri S.p.A. ("Fincantieri" or the "Company"), held on June 11, 2024, resolved to exercise the authorization, granted by the Extraordinary Shareholders' Meeting held on the same date concerning the increase the Share Capital of Fincantieri S.p.A, in divisible form and against consideration, in one or more tranches, for a period of 5 years from the date of this resolution and for a maximum amount of €500,000,000.00, inclusive of any share premium, structured as follows: (i) a first tranche for a maximum total amount of €400,000,000.00, inclusive of any share premium, through the issuance of ordinary shares, without par value, cum warrant (that provide the right to subscribe against consideration - within 36 months from the full completion of the first tranche of capital increase - ordinary shares that will be issued by the Board of Directors pursuant to the same authorization (the "Warrants")), with regular rights and having the same characteristics as the ordinary shares in circulation as of the issuing date, to be admitted to trading on the regulated Euronext Milan market organized and managed by Borsa Italiana S.p.A. and to be offered in option to shareholders pursuant to article 2441, comma 1, of the Italian Civil Code, within December 31, 2024 (the "New Shares"), and (ii) a second tranche, in divisible form, for maximum amount of €100,000,000.00, inclusive of any share premium, through the issuance, in one or more occasions, of ordinary shares, without par value, with regular rights and having the same characteristics as the ordinary shares in circulation as of the issuing date, to be admitted to trading on the regulated Euronext Milan market organized and managed by Borsa Italiana S.p.A., destined to the exercise of the above mentioned Warrant, to be underwritten within 36 months from the completion of the first tranche of the share capital increase.

The issue price of the New Shares (and the allocation between nominal and surplus price) and the maximum number of New Shares to be issued and the option ratio will be determined by Fincantieri's Board of Directors in the vicinity of the rights offer relative to the share capital increase, together with the exercise price and the exercise ration of the Warrants.

The launch of the Offer is subject to Consob issuing the approval for the Offer documentation concerning (i) the offer and admission to trading of the New Shares on Euronext Milan, and (ii) the admission to trading of the Warrants on Euronext Milan.

www.fincantieri.com

The Offer documentation will be made available as required under Italian law at Fincantieri's registered office, at Via Genova 1, Trieste (TS), Italy, as well as on the Company's website.

As previously announced, the shareholder CDP Equity ("CDPE") has irrevocably committed, subject to certain conditions, to subscribe New Shares from the first tranche of the Capital Increase in Option for a maximum amount of about €287 million, corresponding to its full share pertaining to the first tranche of the Capital Increase.

Furthermore, as already communicated the market, BNP Paribas, Intesa Sanpaolo, Jefferies, J.P. Morgan e Mediobanca, upon occurrence of the conditions foreseen in the preunderwriting agreement, will underwrite - in vicinity of the rights offer and as soon as the Board of Directors will have set the final terms of the right offer – the Underwriting agreement for the subscription and freeing up of any New Shares unsubscribed at the end of the Auction of Unexercised Rights for up to the maximum amount of the first tranche of the Capital Increase, net of the value of the New Shares subject to the subscription commitment of CDPE.

Lastly, the Board of Directors resolved to exercise the authorization, granted by the Extraordinary Shareholders' Meeting, for the approval of the reverse stock split, with a 1:10 ratio, of the no. 1,699,651,360 Fincantieri ordinary shares (without par value) in no. 169,965,136 newly issued Fincantieri ordinary shares, having the same characteristics as the issued ordinary shares, through withdrawal and cancellation of the issued and existing Fincantieri ordinary shares and assignment of no. 1 newly issued Fincantieri ordinary share (the "Reverse Stock Split"), for each no. 10 ordinary shares withdrawn and cancelled. It is expected that the Reverse Stock Split will be carried out before the launch of the Rights Offer in accordance with the timing and formalities to be agreed with Borsa Italiana and, in any case, no later than the launch of the Rights Offer in relation to the capital increase. In any case, adequate information will be provided to the market regarding the expected timing for the execution of the Reverse Stock Split and the related execution mode.

The Capital Increase is aimed at supporting Fincantieri's external growth strategy by providing the financial resources to complete the acquisition of the "Underwater Armaments Systems" (UAS) of Leonardo S.p.A. announced to the market on May 9, 2024.

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The completion of the transaction, also in light of the commercial collaboration agreements signed and the recent acquisition of Remazel, accelerates and consolidates Fincantieri's leadership as a technological integrator in the underwater and naval defence sector, in line with the announced strategy and following a series of already established industrial agreements.

The value of the acquisition is equal to €300 million as fixed Enterprise Value, subject to usual price adjustment mechanisms, in addition to a maximum of €115 million as a variable component based on certain growth assumptions linked to the performance of the UAS business line in 2024, for a total maximum Enterprise Value of €415 million.

www.fincantieri.com

As a result of the transaction, Fincantieri will acquire not only the technologies related to torpedo's production but also the control of the country's underwater acoustic technologies, which will be a fundamental element in the group's growth strategy in the underwater sector, focusing on new applications in the military field, innovative solutions for the security of civilian underwater infrastructure, as well as new products in the civilian sector.

The acquisitions of UAS and of Remazel are expected to have a positive effect on the 2023-2027 Business Plan targets (which also include the target of reaching a Net Profit in 2026) in terms of maintaining positive net results and enhancing the Group's margins also beyond the Business Plan horizon.

Pro-forma for the Transaction and the acquisition of Remazel, Fincantieri's 2023 revenues are €7,913 million and an EBITDA margin of 5.5% (430bps vs Fincantieri stand-alone as of December 31, 2023).

Fincantieri is one of the world's largest shipbuilding groups, the only one active in all high-tech marine industy sectors. It is leader in the construction of cruise, naval and oil & gas and wind offshore vessels, as well as in the production of systems and component, after-sales services and marine interiors solutions. Thanks to the expertise developed in the management of complex projects, the Group boasts first-class references in infrastructures, and is a reference player in digital technologies and cybersecurity, electronics and advanced systems.

With over 230 years of history and more than 7,000 ships built, Fincantieri maintains its know-how, expertise and management centres in Italy, here employing 10,000 workers and creating around 90,000 jobs, which double worldwide thanks to a production network of 18 shipyards operating in four continents and with almost 21,000 employees.

www.fincantieri.com

FINCANTIERI Press Office Investor Relations Tel. +39 040 3192473 Tel. +39 040 3192111 press.office@fincantieri.it investor.relations@fincantieri.it

DISCI AIMER

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This announcement is an advertisement and not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. A prospectus prepared pursuant to the Prospectus Regulation, Commission Delegated Regulation (EU) 2019/980 (the "Delegated Regulations") and applicable Italian laws and regulations, as approved by CONSOB, is made available in accordance with the requirements of the Prospectus Regulation, the Delegated Regulations and applicable Italian laws and regulations. Investors should not purchase or subscribe the shares referred to in this press release other than on the basis of the information the offering documents, which include detailed information on Fincantieri S.p.A. (the "Company") and the risks associated with investing in the relevant shares

This document is not for publication or distribution, in whole or indirectly, in or into the United States of America (including its territories and possessions, any State of the District of Columbia), Canada, Japan or Australia or any other jurish the same would be unlawful. This document does not constitute an

offer or invitation to subscribe for or purchase any securities or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein may not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein may not be offered or sold in the United States unless they are registered under the United States Securities Act of 1933 as amended (the "Securities Act") or exempt from registration. The Company has not and does not intend to register the Rights, the Warrants or the Securities Act, or the laws of any state. The Rights, the Warrants and New Shares may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the Warrants or the New Shares in the United States of America. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Rights, the Warrants and the New Shares are only available to, and any invitation, offer or agreement to subscribe, purchase acquire such securities will be engaged in only with, relevant person who is not a relevant person should not act or rely on this document or any of its contents.

In any member state of the European Economic Area and the United Kingdom (each a "Relevant State") that has implemented Prospectus Regulation, this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation (also in the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures; and (d) in respect of firms which are subject to the requirements of the U.K. Financial Conduct Authority's (the "FCA") Handbook and the Product Intervention and Product Governance Sourcebook, the relevant provisions of MiFID II as they form part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018) ("EUWA") ("U.K. MiFID II"), (letters (a)-(d) together, the "MiFID II Product Governance Requirements"), and disclaiming all any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may with respect thereto, the pre-emptive subscription rights (the "Rights"), the Warrants and the new ordinary shares") have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II. In respect of firms which are subject to U.K. MiFID II, references in this section to MiFID II shall mean the relevant provisions thereof as they form part of U.K. MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Any person subsequently offering, selling or recommending the Rights, the Warrants and the New Shares (a "distributor") should take into consideration the manufacturer's Target Market Assessments; however, a distributor subject to MiFID II Product Governance Requirements is responsible for undertaking its own target market assessment in respect of the Rights, the Warrants and the New Shares (by either adopting or refining the manufacturer's Target Market Assessments) and determining appropriate distribution channels.

Notwithstanding the Target Market Assessment, distributors should note that: the Warrants and the New Shares (as defined in the offering materials) may decline and investors could lose all or part of the Rights, the Warrants and the New Shares offer no guaranteed income and no capital protection; and an investment in the Rights, the Warrants and the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

www.fincantieri.com

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Trieste, June 11,

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investors to invest in, or purchase, or take any other action whatsoever with respect to the Warrants and the New Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Warrants and the New Shares and determining appropriate distribution channels.

This publication may contain specific forward-looking statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the Company and those explicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. The Company assumes no responsibility to up-date forward-looking statements or to future events or developments.

Except as required by applicable law, the Company has no intention or obligation to updated or revise this publication or any parts thereof following the date hereof.

None of BNP PARIBAS, Intesa Sanpaolo S.p.A., Jefferies GmbH, J.P. Morgan SE e Mediobanca - Banca di Credito Finanziario S.p.A. International (the "Managers") or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or for any loss howsoever arising from any use of this announcement or its contents arising in connection therewith. Accordingly, each of the Managers and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tor ontract or that they might otherwise be found to have in respect of this announcement and/or any such statement.

The Managers are acting exclusively for Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering of the Rights, the Warrants and the New Shares, the Managers and any of their affiliates, may take up a portion of the Rights, the Warrants or the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references herein and in the Prospectus, once published, to the Rights, the Warrants and the New Shares being issued, offered, purchased, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, purchase, placing by, the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time acquire, hold or dispose of Rights, Warrants or New Shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

www.fincantieri.com

mo com

Fine Comunicato n.1616-50-2024 Numero di Pagine: 7
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