MARKET ABUSE / INTERNAL DEALING

Since 2014, the Board of Directors of Fincantieri has adopted (i) a procedure for the management and disclosure to the market of corporate information and for the management of related registers, and (ii) an internal dealing procedure, which together constitute the regulatory framework governing Fincantieri’s conduct and processes as an issuer of listed financial instruments in matters of market abuse.

These procedures have subsequently been updated to incorporate the changes introduced by Regulation (EU) No. 596/2014 of the European Parliament and Council of 16 April 2014 (the so-called Market Abuse Regulation or MAR) and its implementing regulations, as well as national regulations, also taking into account the guidelines issued by the European Securities and Markets Authority (“ESMA”) and 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 related registers,” most recently updated by the Board of Directors on 20 October 2023, defines the principles, behavioral obligations, roles and responsibilities related to the proper internal management and external communication by Fincantieri of corporate information concerning itself and its subsidiaries, with particular reference to relevant information (meaning information that may subsequently become inside information) and inside information and contains provisions regarding the maintenance and updating of registers of persons who have access to relevant and inside information.

The rules and principles contained in this procedure are aimed at ensuring compliance with current legal and regulatory provisions on market abuse and at guaranteeing the utmost confidentiality of company information, in order to prevent the selective disclosure of information concerning Fincantieri and its subsidiaries, such as early release to certain parties—shareholders, journalists, or analysts—or untimely, incomplete or inadequate disclosure.

The “Internal Dealing Procedure” clarifies the disclosure obligations to Consob and the public related to transactions carried out by “Relevant Persons” involving Fincantieri shares or other related financial instruments.

The procedure requires the disclosure of transactions carried out by “Relevant Persons” (“Relevant Subjects” and “Persons Closely Associated with Them”) involving the purchase, sale, subscription or exchange of shares and debt securities issued by Fincantieri, or derivatives or other financial instruments related to them, exceeding a total amount of Euro 20,000 in any given year.

The procedure also stipulates that “Relevant Persons” may not carry out transactions during the thirty calendar days preceding the announcement of an interim financial report or a year-end report made public by the Company (the so-called “Blocking Period”). The dates of these meetings are listed in the corporate events calendar published on the Company’s website.