FINCANTIERI: THE BOARD OF DIRECTORS EXERCISES THE AUTHORIZATION TO INCREASE THE SHARE CAPITAL FOR EURO 500 MILLION IN DIVISIBLE FORM

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FINCANTIERI: the Board of Directors exercises the authorization to increase the Share capital for euro 500 million in divisible form

Trieste, June 11, 2024 - The Board of Directors of Fincantieri S.p.A. ("Fincantieri" or the "Company"), held on June 11, 2024, resolved to exercise the authorization, granted by the Extraordinary Shareholders’ Meeting held on the same date concerning the increase the Share Capital of Fincantieri S.p.A, in divisible form and against consideration, in one or more tranches, for a period of 5 years from the date of this resolution and for a maximum amount of €500,000,000.00, inclusive of any share premium, structured as follows: (i) a first tranche for a maximum total amount of €400,000,000.00, inclusive of any share premium, through the issuance of ordinary shares, without par value, cum warrant (that provide the right to subscribe against consideration – within 36 months from the full completion of the first tranche of capital increase – ordinary shares that will be issued by the Board of Directors pursuant to the same authorization (the “Warrants”)), with regular rights and having the same characteristics as the ordinary shares in circulation as of the issuing date, to be admitted to trading on the regulated Euronext Milan market organized and managed by Borsa Italiana S.p.A. and to be offered in option to shareholders pursuant to article 2441, comma 1, of the Italian Civil Code, within December 31, 2024 (the “New Shares”), and (ii) a second tranche, in divisible form, for maximum amount of €100,000,000.00, inclusive of any share premium, through the issuance, in one or more occasions, of ordinary shares, without par value, with regular rights and having the same characteristics as the ordinary shares in circulation as of the issuing date, to be admitted to trading on the regulated Euronext Milan market organized and managed by Borsa Italiana S.p.A., destined to the exercise of the above mentioned Warrant, to be underwritten within 36 months from the completion of the first tranche of the share capital increase.

The issue price of the New Shares (and the allocation between nominal and surplus price)  and the maximum number of New Shares to be issued and the option ratio will be determined by Fincantieri’s Board of Directors in the vicinity of the launch of the rights offer relative to the share capital increase, together with the exercise price and the exercise ration of the Warrants.

The launch of the Offer is subject to Consob issuing the approval for the Offer documentation concerning (i) the offer and admission to trading of the New Shares on Euronext Milan, and (ii) the admission to trading of the Warrants on Euronext Milan.

The Offer documentation will be made available as required under Italian law at Fincantieri’s registered office, at Via Genova 1, Trieste (TS), Italy, as well as on the Company's website.

As previously announced, the shareholder CDP Equity (“CDPE”) has irrevocably committed, subject to certain conditions, to subscribe New Shares from the first tranche of the Capital Increase in Option for a maximum amount of about €287 million, corresponding to its full share pertaining to the first tranche of the Capital Increase.

Furthermore, as already communicated the market, BNP Paribas, Intesa Sanpaolo, Jefferies, J.P. Morgan e Mediobanca, upon occurrence of the conditions foreseen in the pre-underwriting agreement, will underwrite - in vicinity of the launch of the rights offer and as soon as the Board of Directors will have set the final terms of the right offer – the Underwriting agreement for the subscription and freeing up of any New Shares unsubscribed at the end of the Auction of Unexercised Rights for up to the maximum amount of the first tranche of the Capital Increase, net of the value of the New Shares subject to the subscription commitment of CDPE.

Lastly, the Board of Directors resolved to exercise the authorization, granted by the Extraordinary Shareholders’ Meeting, for the approval of the reverse stock split, with a 1:10 ratio, of the no. 1,699,651,360 Fincantieri ordinary shares (without par value) in no. 169,965,136 newly issued Fincantieri ordinary shares, having the same characteristics as the issued ordinary shares, through withdrawal and cancellation of the issued and existing Fincantieri ordinary shares and assignment of no. 1 newly issued Fincantieri ordinary share (the “Reverse Stock Split”), for each no. 10 ordinary shares withdrawn and cancelled. It is expected that the Reverse Stock Split will be carried out before the launch of the Rights Offer in accordance with the timing and formalities to be agreed with Borsa Italiana and, in any case, no later than the launch of the Rights Offer in relation to the capital increase. In any case, adequate information will be provided to the market regarding the expected timing for the execution of the Reverse Stock Split and the related execution mode.

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The Capital Increase is aimed at supporting Fincantieri’s external growth strategy by providing the financial resources to complete the acquisition of the “Underwater Armaments Systems” (UAS) of Leonardo S.p.A. announced to the market on May 9, 2024.

The completion of the transaction, also in light of the commercial collaboration agreements signed and the recent acquisition of Remazel, accelerates and consolidates Fincantieri’s leadership as a technological integrator in the underwater and naval defence sector, in line with the announced strategy and following a series of already established industrial agreements.

The value of the acquisition is equal to €300 million as fixed Enterprise Value, subject to usual price adjustment mechanisms, in addition to a maximum of €115 million as a variable component based on certain growth assumptions linked to the performance of the UAS business line in 2024, for a total maximum Enterprise Value of €415 million.

As a result of the transaction, Fincantieri will acquire not only the technologies related to torpedo’s production but also the control of the country's underwater acoustic technologies, which will be a fundamental element in the group's growth strategy in the underwater sector, focusing on new applications in the military field, innovative solutions for the security of civilian underwater infrastructure, as well as new products in the civilian sector.

The acquisitions of UAS and of Remazel are expected to have a positive effect on the 2023-2027 Business Plan targets (which also include the target of reaching a Net Profit in 2025) in terms of maintaining positive net results and enhancing the Group’s margins also beyond the Business Plan horizon.

Pro-forma for the Transaction and the acquisition of Remazel, Fincantieri’s 2023 revenues are €7,913 million and an EBITDA margin of 5.5% (+30bps vs Fincantieri stand-alone as of December 31, 2023).