Approval from CONSOB of the prospectus concerning the rights issue. Start on June 24

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DEFINITION OF THE RIGHTS ISSUE TIMETABLE

Trieste, June 19, 2024 - Fincantieri S.p.A. (“Fincantieri”, the “Issuer” or the “Company”) announces the following.

Approval of the Prospectus by CONSOB

Today, CONSOB has authorized, with note no. 0061582/24, the publication of the prospectus (the "Prospectus") related to: (i) the Offering (as defined below) and listing on the regulated market Euronext Milan ("Euronext Milan"), organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), of the newly issued ordinary shares of Fincantieri S.p.A. (the "New Shares"), resulting from a rights issue, for a maximum total amount of Euro 400 million, inclusive of share premium, resolved on June 11, 2024, by the Board of Directors of Fincantieri S.p.A. according with the delegation granted by the extraordinary shareholders' meeting of Fincantieri S.p.A. on the same date (the "Rights Issue"); and (ii) the listing on the Euronext Milan market of the "2024-2026 Fincantieri Warrants" (the "Warrants") paired, free of charge, with the New Shares.

The Prospectus will be filed with CONSOB and published in accordance with legal and regulatory requirements. It is expected that the Board of Directors of the Company will meet on June 20, 2024, after market close, to set the final terms and conditions of the Rights Issue, including the price at which the New Shares will be offered and the exercise price of the Warrants, which will be promptly disclosed to the market.

Finally, it is anticipated that the Rights Issue will not be considered a hyper-dilutive capital increase under CONSOB Communication no. 88305 of October 5, 2016, and the regulation of Borsa Italiana.

Rights Issue timetable

The Company also announces that the timetable concerning the pre-emptive offer to the shareholders of the Company of the New Shares pursuant to Article 2441, paragraphs 1, 2, and 3, of the Italian civil code (the “Rights Issue” or the “Offering”) has been defined.

According to this calendar, it is expected that:

• the pre-emptive rights to subscribe for the New Shares (the "Rights") can be exercised from June 24, 2024, to July 11, 2024 (inclusive) (the "Subscription Period") otherwise it shall lapse; and
• the Rights shall be negotiable on Euronext Milan from June 24, 2024, to July 5, 2024 (inclusive).

The Rights not exercised by the end of the Subscription Period will be offered on Euronext Milan by the Company within the following month after the end of the Subscription Period, for at least two open market days, pursuant to Article 2441, paragraph 3, of the Italian civil code, unless the Rights have already been fully sold (the “Rights Auction”). The start and end dates of the Rights Auction will be communicated to the public in accordance with legal and regulatory terms through a specific notice, which will also contain the number of Rights not exercised to be offered on Euronext Milan. The aforementioned notice will be published in at least one nationally distributed newspaper and on the issuer's website www.fincantieri.com.

Subscription undertakings

As previously announced to the market, the shareholder CDP Equity (“CDPE”) has communicated its irrevocable undertaking to subscribe at the offering price the New Shares connected with the Rights Issue, for an aggregate amount up to approximately Euro 287 million, corresponding to its entire portion of the Rights Issue.

It is also recalled that on May 9, 2024, the Company entered into a pre-underwriting agreement with BNP PARIBAS, Intesa Sanpaolo S.p.A., Jefferies, J.P. Morgan SE, and Mediobanca - Banca di Credito Finanziario S.p.A. (the “Underwriters”), under which the parties committed to enter into, upon the occurrence of certain conditions in line with market practice for similar transactions, the underwriting agreement.  It is expected that, before the start of the Subscription Period, Fincantieri and the Underwriters will sign an underwriting agreement (the "Underwriting Agreement") covering, among other things, the undertaking of the Underwriters, severally and not jointly and severally, to subscribe for, according to the terms and conditions set forth in the Underwriting Agreement and in proportion to their respective commitments, the New Shares remaining unsubscribed at the end of the Rights Auction, which will take place after the Subscription Period, up to the maximum total amount equal to the difference between the total counter value of the Rights Issue and the share subject to CDPE’s undertaking.

Further information regarding the terms and conditions of the Offering, together with the signing of the Underwriting Agreement, will be disclosed in a subsequent press release that will be made available to the public in accordance with legal and regulatory terms.