RELATED PARTY TRANSACTIONS

Since 2014, the Board of Directors has adopted the “Regulation for the Management of Related Party Transactions” (the “RPT Regulation”), in compliance with the provisions of Article 2391-bis of the Italian Civil Code and the Regulation issued by Consob by resolution of 12 March 2010, no. 17221 (the “Consob Related Party Regulation”), as subsequently amended and supplemented, also taking into account the guidelines provided by the Consob Communication of 24 September 2010.

The RPT Regulation sets out the principles to which Fincantieri adheres in order to ensure the transparency and substantive and procedural fairness of related party transactions carried out by the Company, either directly or through its subsidiaries.

The Company has also adopted the “Procedure for the Management of Related Party Transactions” to describe and define the process, terms and operational methods relating to the proper management of related party transactions, outlining the responsibilities of the various corporate organizational units involved in such transactions carried out by Fincantieri directly or through its subsidiaries pursuant to the RPT Regulation.

The RPT Regulation, most recently updated on 22 October 2024, distinguishes between:

• (i) “Transactions of Greater Importance,” meaning related party transactions described in paragraph 6.1 of the RPT Regulation,
• and (ii) “Transactions of Lesser Importance,” meaning related party transactions that do not fall within the definition under the previous point (i).

The provisions contained in the RPT Regulation apply to the aforementioned transactions, except in cases where they fall within one of the exclusion cases provided for by the Consob Related Party Regulation or in the exemption cases provided for by the RPT Regulation, which concern: (i) transactions of negligible amount; (ii) compensation plans based on financial instruments approved by the Shareholders’ Meeting; (iii) resolutions regarding the remuneration of Directors holding special offices (as well as other Executives with Strategic Responsibilities) that are consistent with the Remuneration Policy in force at the Company approved by the Shareholders’ Meeting and provided that the assigned remuneration is determined in accordance with such Policy and quantified based on criteria that do not involve discretionary assessments; (iv) ordinary transactions concluded at market or standard conditions; (v) transactions with or between subsidiaries and with associated companies; and (vi) urgent transactions. For further information regarding, among other things, (i) the definition of “related party” and “related party transaction”; (ii) the exemption cases from the application of the RPT Regulation; (iii) the RPT Committee and equivalent safeguards; (iv) procedures in the case of Transactions of Greater Importance and Transactions of Lesser Importance; (v) procedures in the case of competence or authorization by the Shareholders’ Meeting; (vi) procedures for transactions carried out by the Company through subsidiaries; (vii) disclosure obligations related to the execution of Transactions of Greater and Lesser Importance; and (vii) the adoption of so-called “framework resolutions,” reference should be made to the contents of the RPT Regulation.