Successfully completed the subscription period for the Capital Increase.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD REQUIRE THE APPROVAL OF LOCAL AUTHORITIES OR OTHERWISE BE UNLAWFUL

APPROXIMATELY 99.2% OF THE TOTAL SHARES OFFERED SUBSCRIBED, FOR AN AGGREGATE AMOUNT OF APPROXIMATELY EURO 396 MILLION AT THE END OF THE SUBSCRIPTION PERIOD

Trieste, July 11, 2024 – Fincantieri S.p.A. (“Fincantieri” or the “Company”) announces that today the subscription period (as defined below) for Fincantieri shareholders relating to a maximum of 152,419,410 newly issued ordinary shares of Fincantieri (the “New Shares”) – together with an equal number of “Fincantieri 2024-2026 Warrants” (the “Warrants”) granted free of charge – resulting from the capital increase approved on June 11, 2024 (with final terms and conditions determined on June 20, 2024) by the Board of Directors of Fincantieri for a maximum aggregate amount of approximately Euro 400 million (the “Rights Offering”), under the delegation granted by the Extraordinary Shareholders’ Meeting of Fincantieri on the same date, has been successfully completed.

During the subscription period (the “Subscription Period”), which began on June 24, 2024 and ended today, July 11, 2024, a total of 167,996,020 option rights were exercised for the subscription of 151,196,418 New Shares, equal to approximately 99.2% of the total New Shares offered, for an aggregate amount of Euro 396,134,615.16. At the same time, 151,196,418 Warrants were granted free of charge.

The majority shareholder CDP Equity S.p.A., in execution of its commitment to subscribe its pro-rata share of the capital increase undertaken on May 9, 2024, subscribed 109,094,724 New Shares for an aggregate amount of Euro 285,828,176.88.

The remaining 1,358,880 option rights not exercised during the Subscription Period (the “Unexercised Rights”), which entitle the holder to subscribe for up to 1,222,992 New Shares, equal to approximately 0.8% of the total New Shares offered, for an aggregate amount of Euro 3,204,239.04, will be offered on the market by Fincantieri pursuant to Article 2441, paragraph 3, of the Italian Civil Code, during the sessions of July 15, 2024 and July 16, 2024, unless the offering is closed early in the event of full sale of the Unexercised Rights (the “Stock Exchange Offering”). Mediobanca – Banca di Credito Finanziario S.p.A. will coordinate the Stock Exchange Offering of the Unexercised Rights, which will be offered on Euronext Milan, the regulated market organized and managed by Borsa Italiana S.p.A. (“Euronext Milan”), under ISIN code IT0005599896.

During the session of July 15, 2024, the entire quantity of Unexercised Rights will be offered, and during the session of July 16, 2024, any Unexercised Rights not sold in the previous session will be offered.

The Unexercised Rights entitle the holder to subscribe for the New Shares at a price of Euro 2.62 per New Share, at the ratio of 9 New Shares for every 10 Unexercised Rights purchased. Each New Share will be accompanied by one Warrant granted free of charge.

The exercise of the Unexercised Rights purchased under the Stock Exchange Offering and, consequently, the subscription of the New Shares must be completed, under penalty of forfeiture, through authorized intermediaries participating in the centralized management system of Monte Titoli S.p.A.: (i) no later than July 16, with same-day value, if the Stock Exchange Offering closes early following the full sale of the Unexercised Rights during the session of July 15, 2024, or (ii) no later than July 17, with same-day value, if the Unexercised Rights are not fully sold in the first session and the Stock Exchange Offering closes on July 16, 2024.

The New Shares subscribed by the end of the Stock Exchange Offering (together with the Warrants) will be credited to the accounts of intermediaries participating in the centralized management system operated by Monte Titoli S.p.A. at the close of the accounting day of the last day for exercising the Unexercised Rights, with availability on the same date.

It should also be noted that, as previously announced, 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, have undertaken, severally and without joint liability, to subscribe for any New Shares remaining unsubscribed at the end of the Stock Exchange Offering.

It is expected that the Warrants will be traded on Euronext Milan under ISIN code IT0005599862 starting from July 16, 2024.

Holders of the Warrants may request to subscribe (at any time – subject to the provisions of the relevant regulations – from September 1, 2024 until September 30, 2026, i.e., the expiry date) 5 newly issued ordinary shares of Fincantieri (the “Additional Shares”) for every 34 Warrants exercised, at a price of Euro 4.44 per Additional Share.

The Prospectus, together with the notice containing information on the offer price and related details, has been filed with CONSOB and is available to the public on the Company’s website (www.fincantieri.com/en; section Invest in Fincantieri) as well as at the Company’s registered office in Trieste, Via Genova 1.

Finally, it should be noted that on July 12, 2024, a notice similar to this press release, containing details of the number of unexercised option rights to be offered on the market pursuant to Article 2441, paragraph 3, of the Italian Civil Code and the dates of the sessions in which the offering will take place, will be published in the newspapers Il Sole 24 Ore and Milano Finanza pursuant to Article 89 of the regulation approved by Consob Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented.