Price of the rights offer capital increase set and Prospectus published.

FIXED THE PRICE OF THE RIGHTS OFFER CAPITAL INCREASE

UNDERWRITING AGREEMENT FOR THE RIGHTS OFFER CAPITAL INCREASE SIGNED

PUBLICATION OF THE PROSPECTUS AND NOTICE REGARDING THE ECONOMIC TERMS OF THE RIGHTS OFFER CAPITAL INCREASE

Trieste, June 20, 2024 – Fincantieri S.p.A. (“Fincantieri” or the “Company”), following the announcement made on June 19 regarding CONSOB’s approval of the prospectus (the “Prospectus”) relating to (i) the offering (the “Offering”) and admission to trading on Euronext Milan, organized and managed by Borsa Italiana S.p.A. (“Euronext Milan”), of the newly issued ordinary shares of Fincantieri (the “New Shares”) resulting from the rights offer capital increase, for cash, on a divisible basis, approved on June 11, 2024 by Fincantieri’s Board of Directors for a maximum aggregate amount of Euro 400 million (the “Rights Offer Capital Increase”), under the delegation granted by the Extraordinary Shareholders’ Meeting of Fincantieri on the same date; and (ii) the admission to trading on Euronext Milan of the “Fincantieri 2024-2026 Warrants” (the “Warrants”) granted free of charge with the New Shares, which will entitle holders to subscribe for newly issued ordinary shares of Fincantieri (the “Additional Shares”) resulting from the capital increase to service the Warrants approved on June 11, 2024 by Fincantieri’s Board of Directors for a maximum aggregate amount of Euro 100 million (the “Warrant Capital Increase”), under the delegation granted by the Extraordinary Shareholders’ Meeting of Fincantieri on the same date, announces that today the Board of Directors has set the final terms and conditions of the Rights Offer Capital Increase and the Warrant Capital Increase.

Specifically, the Board of Directors has set the subscription price of each New Share at Euro 2.62, of which Euro 0.10 will be allocated to share capital and Euro 2.52 to share premium, and has consequently resolved to issue up to 152,419,410 New Shares (with an equal number of Warrants granted free of charge), to be offered to shareholders at a ratio of 9 New Shares for every 10 Fincantieri shares held. Furthermore, the Board of Directors has set the subscription price of each Additional Share at Euro 4.44 (the “Warrant Exercise Price”), of which Euro 0.10 will be allocated to share capital and Euro 4.34 to share premium, and has set the exercise ratio at 5 Additional Shares for every 34 Warrants exercised, resolving to issue up to 22,414,615 Additional Shares.

The subscription price of the New Shares reflects a discount of 32.2% compared to the theoretical ex-right price (TERP) of Fincantieri shares, calculated using standard methodologies based on the closing price on Borsa Italiana S.p.A. as of June 20, 2024.

The Warrant Exercise Price reflects a premium of 14.9% compared to the TERP.

The total value of the Offering will therefore amount to a maximum of Euro 399,338,854.20, while the maximum amount of the Warrant Capital Increase will be Euro 99,520,890.60.

The Offering timetable provides that the option rights for the subscription of the New Shares may be exercised, under penalty of forfeiture, from June 24, 2024 to July 11, 2024 (inclusive), and may be traded on Euronext Milan from June 24, 2024 to July 5, 2024 (inclusive). The exercisable and tradable option rights, as indicated above and taking into account the treasury shares held by the Company, amount to 169,354,900. The Warrants will trade separately from their respective issue date. Borsa Italiana has approved the admission of the Warrants to listing by specific resolution. The start date for trading of the Warrants will be announced by Borsa Italiana through a specific notice. The New Shares will be automatically admitted to trading on Euronext Milan from their respective issue date.

It is also announced that today Fincantieri signed the underwriting agreement (the “Underwriting Agreement”) relating to the Rights Offer Capital Increase. Specifically, BNP PARIBAS, Intesa Sanpaolo S.p.A., Jefferies GmbH, J.P. Morgan SE and Mediobanca – Banca di Credito Finanziario S.p.A., acting as joint global coordinators (the “Underwriters”), have undertaken, severally and without joint liability, under the terms and conditions set forth therein, to subscribe, in proportion to their respective commitments under the Underwriting Agreement, any New Shares remaining unsubscribed at the end of the stock exchange offering up to an aggregate amount of Euro 113,510,677.32, equal to the difference between the total value of the Offering and the amount of Euro 285,828,176.88 committed by the majority shareholder CDP Equity S.p.A. on May 9, 2024.

In line with market practice for similar transactions, the Underwriting Agreement contains conditions precedent to the effectiveness of the commitments under the Underwriting Agreement, as well as clauses granting the Underwriters the right to withdraw from the Underwriting Agreement, as described in the Prospectus.

The Prospectus has been filed with CONSOB and is available on the Company’s website (www.fincantieri.com/en; section Invest in Fincantieri) and at the Company’s registered office in Trieste, Via Genova 1.

In addition, the Company has prepared a notice containing information on the offer price and other details related to the Offering, which, pursuant to Articles 17(2) and 21(2) of Regulation (EU) 2017/1129, as subsequently amended and supplemented, has been filed with CONSOB and made available to the public on the Company’s website (www.fincantieri.com/en; section Invest in Fincantieri) and at the Company’s registered office in Trieste, Via Genova 1. The notice will also include the final terms and conditions of the Warrants and the related regulations.

The Company has also prepared an offering circular to be distributed to institutional investors.