BOARD OF DIRECTORS

Each shareholder may submit or participate in the submission of only one list. Only those shareholders who, alone or together with other shareholders, represent at least 1% of the share capital or the lower threshold established by Consob by regulation, are entitled to submit lists.

The ownership of the minimum shareholding required to submit lists must be proven in accordance with the terms and procedures set out by the applicable regulations in force.

Lists of candidates may also be submitted by the outgoing Board of Directors.

Each person entitled to vote may vote for only one list.

Each candidate may appear in only one list, under penalty of ineligibility.

Within the lists, candidates must be listed with a progressive number.

Each list must include at least two candidates who meet the independence requirements established by law, clearly identifying such candidates and indicating one of them in the first position on the list.

Furthermore, lists containing three or more candidates must include candidates of different genders, as specified in the notice of call of the Shareholders’ Meeting, in order to ensure the composition of the Board of Directors complies with current regulations on gender balance.

Lists must be filed at the Company’s registered office in the manner and within the deadlines provided by current regulations (i.e., at least twenty-five days before the date of the Shareholders’ Meeting called to appoint the Board of Directors).

Together with the filing of each list, under penalty of inadmissibility, the professional CVs of the candidates and declarations in which they accept their candidacy and certify the absence of causes of ineligibility and incompatibility, as well as the possession of the requirements of integrity provided by current regulations and the Bylaws, and, where applicable, the possession of the independence requirements established by law and/or the Corporate Governance Code, must be filed.

Although Fincantieri S.p.A. qualifies as a company with concentrated ownership, the Board of Directors, on the proposal of the Nomination Committee, has voluntarily chosen to comply with Recommendation 23 of the Corporate Governance Code and, considering that its mandate expires with the approval of the 2024 financial statements, in view of the renewal of the Board, provides shareholders with its guidelines regarding:

• the size of the new Board of Directors;

• the composition, referring to the profiles whose presence on the new Board is considered appropriate, also taking into account factors such as the professional and gender characteristics of its members, as well as their seniority in office.

According to Article 27 of the Bylaws, the Chairman of the Company and of the Board of Directors is vested with the legal representation of the Company before any judicial and administrative authority or third parties, as well as the corporate signature.

The Board of Directors has also granted the Chairman the following powers, to be exercised in synergy with the Chief Executive Officer to ensure the consistency and effectiveness of the Company’s actions:

• representation of the Company before institutions, bodies, national and international organizations in order to promote the Company’s image and activities, without prejudice to the responsibility of the Chief Executive Officer for acts of administration and management of the Company;

• joint definition with the Chief Executive Officer of the Company’s international strategies and internationalization activities;

• joint definition with the Chief Executive Officer of the Company’s communication strategies and institutional relations activities;

• supervision and coordination of the internal control system of the Company and its subsidiaries and the continuous improvement of its effectiveness and efficiency and implementation of specific resolutions of the Board of Directors for internal control, as mandated by the Board;

• supervision and coordination of the development and governance activities of the corporate security system aimed at safeguarding the Company’s tangible and intangible assets and resources, including the activities referred to in Articles 12 et seq. of the Prime Ministerial Decree of July 22, 2011, regarding the administrative protection of state secrets and classified information and the management of relations concerning industrial security with the National Security Authority.

The Chief Executive Officer is responsible, as the head of the Company, for the administration and management of the Company based on the guidelines set by the Board of Directors and in compliance with the information duties set out in Article 2381 of the Italian Civil Code.

The Board of Directors has also granted the Chief Executive Officer the following powers and delegations, to be exercised with sole signature:

• submit to the Board of Directors the industrial plans and annual budgets in which the Company’s strategic guidelines are defined;

• implement the resolutions of the Corporate Bodies, carrying out acts, including extraordinary administration, resolved by them;

• carry out all acts of ordinary and extraordinary administration and management of the Company, except for acts that cannot be delegated by law and those reserved to the exclusive competence of the Board of Directors.

Without prejudice to matters reserved to the exclusive competence of the Board of Directors by law and by the Bylaws, the Board of Directors retains authority over all acts relating to the following matters:

• definition of the Company’s strategic guidelines through the approval of industrial plans and annual budgets;

• strategically significant agreements;

• establishment of companies, associations, or entities, acquisition or disposal of equity investments, businesses or business units, and any other act of subjecting to participation constraints in companies or other entities and/or businesses or business units, as well as the leasing of businesses or business units, except for intra-group transactions;

• execution, amendment and termination of binding letters of intent or contracts;

• purchase, exchange, sale of real estate, establishment of other real rights and leases exceeding nine years;

• medium- and long-term financial transactions, both active and passive;

• issuance of guarantees, except for urgent guarantees issued by the Chief Executive Officer;

• appointment, nomination and removal of General Managers;

• assignment of service contracts.