FINCANTIERI Definition of the rights issue price and publication of the prospectus

DEFINITION OF THE RIGHTS ISSUE PRICE

SIGNING OF THE UNDERWRITING AGREEMENT CONCERNING THE RIGHTS ISSUE

PUBLICATION OF THE PROSPECTUS AND NOTICE REGARDING THE ECONOMIC CONDITIONS OF THE RIGHTS ISSUE

Trieste, June 20, 2024 – Fincantieri S.p.A. ("Fincantieri" or the "Company"), following the press release of June 19, 2024 concerning the approval of the prospectus by CONSOB (the "Prospectus") related to: (i) the offering (the “Offering”) and listing on the regulated market Euronext Milan, organized and managed by Borsa Italiana S.p.A. ("Euronext Milan"), of the newly issued ordinary shares of Fincantieri S.p.A. (the "New Shares"), resulting from the rights issue, against cash consideration, in a divisible manner (scindibile), for a maximum total amount of Euro 400 million resolved on June 11, 2024, by the Board of Directors of Fincantieri in execution of the mandate granted by the extraordinary shareholders' meeting of Fincantieri on the same date (the "Rights Issue"); and (ii) the listing on Euronext Milan of the "2024-2026 Fincantieri Ordinary Share Warrants" issued, free of charge, together with the New Shares (the "Warrants") which will grant the right to subscribe newly issued Fincantieri’s ordinary shares (the “Warrant Shares”) resulting from the capital increase serving the abovementioned Warrants, resolved on June 11, 2024, by the Board of Directors of Fincantieri for a maximum amount of Euro 100 million (the "Warrants Capital Increase ") in execution of the mandate granted by the extraordinary shareholders' meeting of Fincantieri on the same date, announces that today the Company’s Board of Directors established the definitive terms and conditions related to the Rights Issue and the Warrants Capital Increase.  

In particular, the Company’s Board of Directors has set at Euro 2.62 per each New Share the price at which Fincantieri’s shares resulting from the Rights Issue will be offered, to be allocated as to Euro 0.10 to share capital and as to Euro 2.52 to share premium. Consequently, the Company’s Board of Directors has resolved to issue a maximum of 152,419,410 New Shares (paired, free of charge, with an equal number of Warrants), to be pre-emptively offered to shareholders at a ratio of 9 New Share for each 10 Fincantieri’s shares held. Furthermore, the Company’s Board of Directors has set the subscription price for each Warrant Share at Euro 4.44 (the "Warrant Exercise Price"), to be allocated as to Euro 0.10 to share capital and as to Euro 4.34 to share premium and defined the exercise ratio in 5 Warrant Shares for each 34 Warrants exercised, resolving to issue a maximum number of 22,414,615 Warrant Shares.

The New Shares subscription price incorporates a discount equal to 32.2 % compared to the theorical ex right price ("TERP") of the Fincantieri’s shares, calculated in  accordance with current methodologies, based on the reference stock market price of the Company’s shares as of 20 June 2024.

The Warrant Exercise Price includes a premium of 14.9 % over the TERP.

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

According to the Offering timetable the pre-emption rights for the subscription of the New Share 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 Rights, as indicated above and having regard to the own shares held by the Company, amount to 169,354,900. The Warrants will be traded separately from their respective issue date. Borsa Italiana has arranged for the Warrants to be admitted to listing with the relevant resolution.

The starting date of the Warrants trading will be determined by Borsa Italiana with 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 the Company has entered into the underwriting agreement (the "Underwriting Agreement") in connection with the Rights Issue. 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 "Managers"), have undertaken to subscribe, severally and not jointly and severally, subject to the terms and conditions set forth in the Underwriting Agreement and in proportion to their respective commitments under the Underwriting Agreement, those New Shares remaining unsubscribed (if any) at the end of the auction of the unexercised pre-emptive subscription rights, for a maximum amount equal to Euro 113,510,677.32, equal to the difference between the overall amount of the Offering and the portion equal to Euro 285.828.176,88, which is the subscription commitment the majority shareholder CDP Equity S.p.A. undertook on May 9, 2024.

In line with market practice for similar transactions, the Underwriting Agreement contains clauses that condition the effectiveness of the undertakings set out in the Underwriting Agreement, as well as clauses that provide the Managers with 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 website (www.fincantieri.com; section Investing in Fincantieri) as well as at the Company registered office in Trieste, via Genova 1.

 In addition, the Company has prepared a notice containing the information on the offering price and other information related thereto, which, pursuant to Articles 17, paragraph 2, and Article 21, paragraph 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 website (www.fincantieri.com; section Investing in Fincantieri) as well as at the Company registered office in Trieste, Via Genova 1. This notice will also contain the final terms and conditions of the Warrants and the related regulation.

The Company has also prepared an offering circular that will be distributed to qualified investors.