FINCANTIERI: EXTRAORDINARY AND ORDINARY SHAREHOLDERS’ MEETING

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FINCANTIERI: EXTRAORDINARY AND ORDINARY SHAREHOLDERS’ MEETING

• Approval of the proposal to grant the Board of Directors with the power, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital of Fincantieri against consideration in cash, on a divisible basis (in via scindibile) and in one or more tranches, for a period of 5 years and for a maximum total amount of EUR 500 million, to be pre-emptively offered to the existing shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code, and the related share reverse stock-split transaction
• Approval of the proposal to grant the Board of Directors with the power, to be exercised starting from the eighteenth month from the date hereof, within 5 years, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital of Fincantieri against consideration in cash, on a divisible basis (in via scindibile) and in one or more tranches, for a period of 5 years and within 10% of the existing share capital, without pre-emptive rights pursuant to Article 2441, paragraph 4, of the Italian Civil Code
• Approval of the proposal to increase the remuneration of the members of Board of Statutory Auditors

Trieste, June 11, 2024 - The extraordinary and ordinary Shareholders’ Meeting of FINCANTIERI S.p.A. (“Fincantieri” or the “Company”), which met today in Trieste in single call (the “Shareholders’ Meeting”), resolved to approve the Board of Directors’ proposals.

POWER TO INCREASE THE SHARE CAPITAL BY WAY OF RIGHTS ISSUE

The extraordinary Shareholders’ Meeting granted the Board of Directors with the power, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital of Fincantieri against consideration in cash, , on a divisible basis (in via scindibile) and in one or more tranches, for a period of 5 years starting from the adoption of the Shareholders’ resolution, for a maximum total amount of EUR 500 million,inclusive of any share premium, through the issuance of ordinary shares with regular dividend rights and the same characteristics as the ordinary shares in circulation at the time of the issuance, and to be admitted to trading on the Euronext Milan a regulated market organised and managed by Borsa Italiana S.p.A, to be pre-emptively offered, through the issuance of pre-emptive rights, to those entitled pursuant to Article 2441, paragraph 1 of the Italian Civil Code, also to serve the purpose of the exercise of the aforesaid warrants (the “Rights Issue”). Together with the newly issued ordinary shares under the Rights Issue may be granted to the subscribers warrants (which entitle the holder to subscribe – against consideration, within a maximum of thirty-six months from the full release of the first tranche of the share capital increase – ordinary shares to be issued by the Board of Directors in the exercise of the power); all with prior reverse stock split in the ratio of one new ordinary share for every maximum of 10 existing ordinary shares, subject to the cancellation of the ordinary shares in the maximum number necessary to allow for the overall balancing of the transaction without changes in the share capital.

The extraordinary Shareholders’ Meeting also granted the Board of Directors the widest powers necessary in order to define any other term or condition of the Rights Issuewithin the limits established by the applicable legislation and the resolution including the issuance price of the shares (also cum warrant), and specifically the portion to be allocated to share capital and the portion to be allocated to share premium, the number of shares (including cum warrant) to be issued and the option assignment ratio applicable to the shares, as well as the number, methods, terms and conditions of exercise, as well as any other characteristic (including the allotment and exercise ratio and the exercise price) and the related rules of the warrants that will be issued in exercise of the power referred to in the previous paragraph.

The extraordinary Shareholders’ Meeting also resolved to consequently amend the Article 6 of the By-laws.

More details on the Rights Issueare included in the information document prepared by the Board of Directors of the Company pursuant to Article 125-ter of Legislative Decree no. 58 of 24 February 1998 (“Italian Consolidated Law on Finance”) and of Article 84-ter of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999 (“Consob Issuers’ Regulation”) pursuant to Schedule 2 and 3 of Annex 3A of the Consob Issuers’ Regulation.

POWER TO INCREASE THE SHARE CAPITAL WITHOUT PRE-EMPTIVE RIGHTS

The extraordinary Shareholders’ Meeting also granted the Board of Directors with the power, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital of Fincantieri against consideration in cash, on a divisible basis (in via scindibile) and in one or more tranches, starting from the eighteenth month from the adoption of this resolution and until the end of the fifth year from its adoption, within 10% of the Company’s existing share capital at the date of any exercise of the power, through the issuance of ordinary shares without par value, having regular dividend rights and the same characteristics as those at the time of issue and to be admitted to trading on the regulated market Euronext Milan organised and managed by Borsa Italiana S.p.A., with the exclusion of pre-emptive rights pursuant to Article 2441, paragraph 4, second sentence of the Italian Civil Code (the “Reserved Capital Increase”).

The extraordinary Shareholders’ Meeting also granted the Board of Directors the widest powers necessary in order to define, for each individual exercise of the abovementioned power or individual tranche, the actual manners, terms and conditions of the operation, and specifically the portion to be allocated to share capital and the portion to be allocated to share premium and the timeline for the completion of the Reserved Capital Increase resolution in compliance with the time limits above mentioned.

The extraordinary Shareholders’ Meeting also resolved to consequently amend the Article 6 of the By-laws.

More details on the Reserved Capital Increase are included in the information document prepared by the Board of Directors of the Company pursuant to Article 125-ter of the Italian Consolidated Law on Finance and of Article 84-ter of Consob Issuers’ Regulation pursuant to Schedule 2 and 3 of Annex 3A of the Consob Issuers’ Regulation.

INCREASE OF THE REMUNERATION OF THE MEMBERS OF BOARD OF STATUTORY AUDITORS

The ordinary Shareholders’ Meeting approved, effective as of the resolution and for the residual term of office, to increase the total gross annual remuneration for the Board of Statutory Auditors from EUR 89.000 to EUR 157.500 to allocated as follows: (i) to the Chairman of the Board of Statutory Auditors an amount equal to EUR 67,500 and, (ii) to each standing Statutory Auditor an amount equal to EUR 45,000.

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The summary report of the votes, the minutes of the Shareholders’ Meeting and the updated By-laws will be made available to the public in the manner and with the deadlines set forth required by current regulation.