Fincantieri’s Board of Directors since 2014 has adopted (i) a procedure for the management and disclosure to the market of corporate information and for the management of the relevant lists and (ii) an internal dealing procedure, which represent the regulatory framework that regulates the behaviors and the processes of Fincantieri, as a listed company, on market abuse.
The above procedures were subsequently updated to incorporate the innovations introduced by Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulation or MAR) and its implementing regulations, as well as by national laws, also taking into account the guidelines issued on the subject by the European Securities and Markets Authority (ESMA) and by Consob and the recommendations of the Corporate Governance Code.
The "Procedure for the management and disclosure to the market of corporate information and for the management of the relevant lists", lastly updated by the Board of Directors on October 20, 2023, defines the principles, the obligations of conduct, the roles and responsibilities inhering the proper internal management and external disclosure by Fincantieri of corporate information concerning the Company itself and its subsidiaries, with particular reference to relevant information (i.e. information that may subsequently become inside information) and inside information and it contains the provisions relating to keeping and updating the lists of people having access to relevant and inside information.
The rules and principles contained in the abovementioned procedure are aimed at ensuring compliance with the laws and regulations in force on market abuse and at ensuring the utmost discretion and confidentiality of company information in order to prevent the disclosure of information concerning Fincantieri and its subsidiaries from being made selectively, i.e. from being issued in advance to certain persons - such as shareholders, journalists or analysts - or being issued without notice, incomplete or inadequate.
The “Internal Dealing Procedure” is aimed at clarifying the disclosure requirements to Consob and to the public related to transactions involving financial instruments issued by the Company or its subsidiaries and carried out by “relevant entities”.
The procedure provides for the obligation to disclose the transactions carried out by the “relevant persons” (relevant entities and their closely associated persons), in any way, in or outside the market, of purchase, sale, subscription or exchange (the “Transactions”) involving the Company’s or its subsidiaries shares or financial instruments linked to the mentioned shares, exceeding the total amount of EUR 20,000 in each year.
The procedure also provides for the mandatory abstention of the “relevant persons” from carrying out transactions during the thirty days preceding the meetings in which the Board of Directors examines the annual financial statements or interim financial reports that the Company must publish in accordance with the applicable legislation. The dates of these meetings are reported in the financial calendar published on the website of the Company.
This prohibition does not apply to the purchase of shares made in the exercise of rights granted under stock option and stock grant plans, subject to the obligation not to proceed with their sale during the periods indicated.