FINCANTIERI: LAUNCH OF THE SHARE BUYBACK PROGRAM SERVING THE “PERFORMANCE SHARE PLAN 2019-2021”
17 March 2023
Trieste, March 17, 2023 – FINCANTIERI S.p.A. (“Fincantieri” or the “Company”) announces that, implementing the authorization granted by the Shareholders’ Meeting of May 16, 2022, it will launch a share buyback program (“the Program”), on March 20, 2023. The Program serves the Company’s outstanding share-based incentive plans and particularly the “Performance Share Plan2019-2021”, and it will be implemented using the safe harbour pursuant to Article 5 of Regulation (EU) No. 596/2014 (the “MAR”).
Here below we outline the details of the Program, in compliance with Article 144-bis, paragraph 3, of the Consob Regulation No. 11971/1999 (the “Issuers Regulation”) and Article 2, paragraph 1, of the Delegated Regulation (EU) 2016/1052 (the “MAR Delegated Regulation”).
Purpose of the Program
The Program is carried out to serve the Company’s outstanding share-based incentive plans and particularly the management “Performance Share Plan 2019-2021” approved by the Shareholders’ Meeting of May 11, 2018.
Maximum number of shares and maximum outflow
The Program will have a maximum number of shares of 10,000,000, equivalent to approximately 0.59% of the Company’s share capital.
The purchases will be made for a total estimated disbursement of Euro 5,210,000, taking into consideration the closing price of Euro 0.5210, registered by Fincantieri shares in the trading session of Euronext Milan, organised and managed by Borsa Italiana S.p.A., as of March 17, 2023.
Purchases will run from March 20, 2023 to April 6, 2023.
Minimum and maximum purchase price and number of purchased shares
Purchases will be carried out in accordance with the provisions of Article 3, paragraph 2 of the MAR Delegated Regulation. In particular, the purchase price of the shares shall not exceed the higher between the price of the last independent trade and the highest current independent purchase bid on Euronext Milan, organized and managed by Borsa Italiana S.p.A..
In any case, the purchase price shall not diverge by more than 10% lower or higher than the reference price of Fincantieri’s shares on Euronext Milan in the trading day preceding each individual transaction.
The amount of shares purchased shall not exceed 25% of the average daily volume of Fincantieri shares traded on Euronext Milan during the 20 trading days preceding the date of purchase.
In order to implement the Program, Fincantieri will make use of an authorized intermediary who will make decisions on purchases, also in regard to their timing, in full independence, and with full independence in compliance with the daily price and volume limits set forth by the Shareholders’ Meeting on May 16, 2022 and by Article 5 of the MAR as well as Article 2 and 3 of the MAR Delegated Regulation.
Purchases will be made on Euronext Milan to ensure equal treatment among shareholders and pursuant to Article 144-bis, paragraph 1, letter b) of the Issuers Regulation, as well as in accordance with the provisions of the MAR and Article 3 of the MAR Delegated Regulation.
The transactions carried out under the Program will be reported to Consob and disclosed to the market, in both aggregated and detailed form, within the terms and conditions required by Article 2 of the MAR Delegated Regulation.
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The Company will promptly communicate any changes to the above mentioned Program.
To date, the Company holds No. 1,128,666 own shares, equal to 0.07% of the share capital.