• STRONG PERFORMANCE IN ALL BUSINESSES, WITH RECORD TOTAL BACKLOG AT EURO 41.1 BILLION WITH VISIBILITY UP TO 2032
• EBITDA GROWS TO EURO 214 MILLION (+16% YOY), SIGNIFICANT INCREASE IN MARGINS
• ACCELERATION OF THE DELEVERAGING PATH WITH NFP/EBITDA 2024 GUIDANCE AT 4.5x-5.5x, IMPROVING VERSUS THE PREVIOUS 5.5x-6.5x GUIDANCE
• EURO 400 MILLION RIGHTS ISSUE SUCCESSFULLY COMPLETED, TO SUPPORT UAS ACQUISITION; 100% OF THE NEW SHARES OFFERED SUBSCRIBED, WITH AN OUTSTANDING MARKET REACTION

FINANCIAL RESULTS

• Revenues at euro 3,681 million, up 0.3% compared to euro 3,669 million in 1H 2023
• EBITDA grows 16% to euro 214 million (euro 185 million in 1H 2023), with an acceleration in the Equipment, Systems & Infrastructure (euro 40 million, approximately 6 times the performance achieved in 1H 2023) and Offshore (+37% year-on-year) segments
• EBITDA margin at 5.8%, increasing significantly from 5.0% in 1H 2023
• Net financial position at euro 2,424 million, improving over 1H 2023 (euro 2,813 million) and marginally higher compared to FY 2023 (euro 2,271 million)

Commercial PERFORMANCE

• Order intake at euro 7.6 billion, more than 3 times 1H 2023 orders (euro 2.1 billion) and higher than the entire FY 2023 (euro 6.6 billion)
• Book to bill of 2.1x and commercial pipeline rapidly accelerating, driven by cruise and defence businesses
• Backlog at euro 27.4 billion, up 19% compared to FY 2023, with total backlog reaching a record level of euro 41.1 billion, approximately 5.4 times 2023 revenues
• 7 ships delivered from 5 shipyards and 96 ships in portfolio with deliveries scheduled up to 2032

2024 Guidance         

• Fincantieri confirms 2024 targets for revenues and EBITDA margin and improves its guidance for Leverage Ratio:
  - Revenues at approximately euro 8 billion, up by around 4.5%
  - EBITDA margin at around 6%
  - Leverage ratio (NFP/EBITDA) expected between 4.5x and 5.5x (excluding the rights issue effect – value between 3.7x and 4.7x including the temporary effect of the rights issue), improving when compared to the previous 2024 guidance between 5.5x and 6.5x

***

Rome, July 30, 2024 – The Board of Directors of Fincantieri S.p.A. ("Fincantieri" or the "Company"), chaired on an interim basis by Pierroberto Folgiero, has approved the first half 2024 financial statements^[1].

Pierroberto Folgiero, Chief Executive Officer and General Manager of Fincantieri, commented:

"Our performance in the first half of the year confirms and further improves the economic and financial results we ambitiously set in 2022 in our Business Plan. The initiatives pursued, a focused and strong management team and our people's sense of belonging at Fincantieri have driven margin improvement and cash generation.”

Mr. Folgiero concluded: "These results, combined with a record commercial performance in all businesses, pave the way for a steady execution of the Business Plan. We are highly satisfied with the technological expansion in the underwater domain as well as in the energy and digital transition.”

***

Key highlights

In the first half of 2024, Fincantieri continues to deliver on the 2023-2027 Business Plan, with results fully in line with year-end targets, in a market context characterized by the recovery in cruise orders and significant opportunities, at national and international level, in the defence sector, with particularly interesting developments in the United States, in the Middle East and Southeast Asia.

The execution of the Group's growth strategy in the underwater domain is also accelerating. On May 9, 2024, Fincantieri signed the agreement for the acquisition of Leonardo S.p.A.'s Underwater Armament Systems (UAS) business line and, on July 16, 2024, a euro 400 million rights issue aimed at financing the acquisition was successfully completed, with 100% of new shares offered subscribed.

The first six months of 2024 mark a significant growth of order intake, amounting to euro 7.6 billion, approximately 3.6 times the results achieved in the same period of 2023, mainly driven by cruise as well as export and underwater in the defence sector.

As of June 30, 2024, the backlog stands at euro 27.4 billion, up 18.7% compared to December 31, 2023, with a record total backlog (including backlog and soft backlog) at euro 41.1 billion (5.4 times 2023 revenues), driven by a strong commercial acceleration in all business segments.

The Group's profitability is significantly increasing, with EBITDA at euro 214 million, up 15.6% year-on-year, and an EBITDA margin of 5.8% (+80 bps compared to the first six months of 2023).

In the first half of the year revenues are substantially stable, reaching euro 3,681 million as of June 30, 2024 (+0.3% compared to the first half of 2023), mainly thanks to a strong performance in the Offshore business and a significant expansion in the Infrastructure and Mechanical Systems and Components clusters (the latter driven by the consolidation of the acquisition of Remazel, closed on February 15, 2024). The decrease in Shipbuilding revenues is due to the redefinition of the production schedule of certain ships, agreed with shipowners, with greater advancement expected in the second half of the year. In addition, the contract for two PPA units (Multipurpose Offshore Patrol Vessel) to the Indonesian Ministry of Defence is expected to become effective in the second half of 2024, enabling the Company to confirm its 2024 revenues guidance.

The Net Financial Position is negative at euro 2,424 million, improving from euro 2,813 million as of June 30, 2023, and marginally higher compared to December 31, 2023 (euro 2,271 million).

Opportunities and strategic developments

Strong acceleration in defence, driven by export and underwater

In the defence sector, the first half of 2024 is characterized by a strong growth, with several orders finalized. The contribution of the US market isparticularly significant, with the assignment of the fifth and sixth frigates of the "Constellation" class, for a value of over 1 billion dollars. It is also worth mentioning the exercise of the option for the construction of the fourth next-generation submarine for the Italian Navy, as part of the U212NFS (Near Future Submarine) program, worth approximately 500 million euro, which further reinforces our results in the underwater domain.

Finally, the contract signed with the Indonesian Ministry of Defense for the supply of 2 PPA units, worth 1.18 billion euro, marks a further step for the Group’s expansion in the Southeast Asian market, which is expected to grow materially in the coming years.

MAESTRAL JV launched with EDGE and first 400 million euro contract signed

In May 2024, Fincantieri signed an agreement with EDGE (one of the world's leading advanced technology and defence groups) to launch a joint venture (JV), called MAESTRAL, aimed at seizing global opportunities in the field of design and production of cutting-edge naval vessels. The JV, based in Abu Dhabi, will allow Fincantieri to access a commercial pipeline with an estimated value of approximately 30 billion euro, thanks to prime rights to non-NATO orders and several potential strategic orders by selected members of the Atlantic Alliance. The signing of the agreement was followed by the announcement of a large order by the United Arab Emirates Coast Guard for 10 state-of-the-art Offshore Patrol Vessels (OPVs).

Consolidation in the cruise sector, with jumbo orders acquired or in pipeline

The commercial strategy in cruise sector remains highly successful, with the acquisition of major orders for medium and large capacity cruise ships and with important commercial agreements which bring the Group's total backlog visibility to 2036, ensuring full saturation of shipyards. Among these, the agreement signed in April 2024 with Norwegian Cruise Line Holdings Ltd. marks a new page in Fincantieri's history, with a contract that includes 6 ships for the Regent Seven Seas Cruises and Oceania Cruises brands and a Letter of Intent for 4 jumbo ships for the Norwegian Cruise Line brand, with a gross tonnage of approximately 200,000 tons. As a further confirmation of its market leadership, on July 23, 2024 Fincantieri signed an agreement with Carnival Corporation & plc for the design, engineering and construction of 3 new cruise ships for Carnival Cruise Line brand. The units belong to a new class of ships powered by liquefied natural gas (LNG) with a gross tonnage of about 230 thousand tons, the largest ever built by Fincantieri, with deliveries scheduled up to 2033.

Consolidated financial and economic results for 1H 2024

Revenues reach euro 3,681 million in the first half of 2024, substantially in line with the same period of 2023. The Offshore and Specialized Vessels and Equipment, System & Infrastructure divisions confirm the growth of the first quarter of 2024 with revenues increasing respectively by 21% and 20% as of June 30, 2024, compared to the first half of 2023. The growth of these two businesses offsets the decrease in Shipbuilding revenues compared to the previous year (-7%), due to the redefinition of the production schedule of certain ships, with an acceleration foreseen in the second half of the year, and with the contract for 2 PPA units for the Indonesian Ministry of Defense expected to be effective in the second semester.

Before consolidation, Shipbuilding contributes for 69% (74% in the first half of 2023), Offshore and Specialized Vessels for 15% (12% in the first half of 2023) and Equipment, System & Infrastructure for 16% (14% in the first half of 2023) to Group's total revenues and income.

The first half of 2024 confirms the margin growth, with EBITDA^[2] growing significantly to euro 214 million (+16% compared to euro 185 million in the first half of 2023), and an EBITDA margin at 5.8% (5.0% as of June 30, 2023) supported by the positive contribution of all the business lines in which the Group operates. The results are in line with expectations and confirm the 2024 growth envisaged in the Business Plan.

Details of income and expenses not included in EBITDA are shown in the following table:

EBIT^[3] is positive at euro 91 million in the first half of 2024 (euro 72 million for the corresponding period of 2023), with an EBIT margin (percentage of revenues and income) at 2.5% (2.0% as of 30 June 2023). The growth in EBIT reflects the Group's EBITDA trend, despite the increase in depreciation and amortization for the period (euro 123 million) compared to those of the first half of 2023 (euro 113 million).

Financial income and expenses are negative at euro 92 million (negative at euro 74 million as of June 30, 2023). The year-on-year increase is mainly due to higher interest cost and other charges to banks, mainly due to the rise in interest rates, net of the positive contribution from interest income accrued on receivables from shipowners and income generated by financial hedges.

Taxes for the period are negative at euro 10 million, compared to the positive contribution of euro 5 million in the first half of 2023, mainly due to the income from tax consolidation recorded in the comparative period.

Adjusted net result is negative by euro 10 million as of June 30, 2024 (positive at euro 3 million in the first half of 2023).

Extraordinary and non-recurring income and expenses are negative at euro 23 million (negative for euro 33 million as of June 30, 2023) and refer to asbestos-related litigation costs for euro 18 million and other non-recurring expenses for euro 5 million related to M&A and capital increase transactions.

Tax effect on non-recurring income and expenses is positive for euro 6 million (euro 8 million in the first half of 2023).

Net result for the periodstands at negative euro 27 million (negative at euro 22 million as of June 30, 2023), of which euro 24 million allocated to the Group (negative at euro 20 million in the first quarter of 2023).

The consolidated net financial position^[4] is negative at euro 2,424 million, with a marked improvement compared to June 30, 2023 (negative at euro 2,813 million) and marginally higher compared to December 31, 2023 (negative at euro 2,271 million). The consolidated net financial position is still affected by the support provided to shipowners following the COVID-19 pandemic outbreak: as of June 30, 2024, the Group non-current financial receivables granted to clients amount to euro 601 million (euro 630 million as of December 31, 2023).

The net financial position does not include reverse factoring trade payables, amounting to euro 726 million (euro 493 million as of December 31, 2023), which represent the value of supplier’s invoices to commercial banks, formally recognized as liquid and collectable by the Group, granting additional deferrals to the contractual payment terms. The mentioned deferrals are agreed between the Group and suppliers.

Group operational results for 1H2024

Order intake, Backlog and Deliveries

In the first half of 2024, the Group has recorded euro 7,620 million in new orders, higher than the orders of entire FY 2023 (euro 6,600 million), reflecting an extraordinary growth of 237% compared to euro 2,134 million in the first half of 2023. A strong contribution comes from cruise, with a major agreement concluded in April 2024 with Norwegian Cruise Line, and defence, with the assignment of the fifth and sixth frigates of the "Constellation” class for the U.S. Navy, and the exercise of the option to build the fourth next-generation submarine for the Italian Navy, as part of the Near Future Submarine program.

The book-to-bill ratio (order intake/revenues) reaches 2.1x as of June 30, 2024 (0.6x as of June 30, 2023).

The table below shows the deliveries occurred in the first half of 2024 and those expected in the coming years.

The Group’s total backlog reaches a record level of approximately euro 41.1 billion as of June 30, 2024, of which euro 27.4 billion of backlog (euro 23.1 billion as of December 31, 2023) and euro 13.7 billion of soft backlog (euro 11.7 billion as of December 31, 2023), with portfolio visibility up to 2032.

Backlog and total backlog guarantee respectively 3.6 and 5.4 years of work when compared to 2023 revenues (approximately 3.0 and 4.5 years as of December 31, 2023).

The backlog breakdown by sector is shown in the table below.

The table below shows the vessels delivered, ordered and currently in the order book:

Capital Expenditure

Capital Expenditure in the first six months of 2024 stands at euro 114 million, up 17% compared to the same period of the previous year.

Headcount

Headcount increases from 21,215 units as of December 31, 2023 (of which 11,112 in Italy) to 22,064 units as of June 30, 2024, of which 11,531 in Italy. The increase is attributable both to Italy (+3.8%), mainly due to the hirings made by the Parent Company during the first half of the year and the inclusion of Remazel in the scope of consolidation, and abroad (+4.3%) due to the hirings made by the subsidiaries in Romania, Vietnam and Norway.

Operational review by segment

SHIPBUILDING

Revenues and income

Shipbuilding revenues as of June 30, 2024, amount toeuro 2,761 million, down 7.1% compared to the same period of 2023 (euro 2,972 million), mainly due to the lower production volumes in the first half of the year, with an expected growth in the second half of the year, in line with the Strategic Plan targets for 2024.

Cruise revenues in the first half of 2024 stand at euro 1,832 million (euro 1,970 million as of June 30, 2024), down 7.0% compared to the same period of the previous year. This change reflects the redefinition of the production plans of certain ships, as agreed with the shipowners, with greater growth expected in the second half of the year.

The reduction in defence revenues, equal to 6.8% compared to the first half of 2023, is consistent with the development of the production activities in Italy which are expected to sharply increase in the second half of the year with the contract for the sale of 2 PPA units to the Indonesian Ministry of Defence becoming effective. The result is also affected by the lower production volumes developed in the first half of the year by the Group's American shipyards, mainly focused on the development of the Constellation FFG(X) and Foreign Military Sales programs between the United States and Saudi Arabia.

The cruise and naval businesses contribute respectively for 46% and 23% (49% and 24% as of June 30, 2023).^[5] The remaining balance of euro 23 million refers to Ship Interiors business with third-party customers (euro 30 million as of June 30, 2023).

EBITDA

Shipbuilding EBITDA amounts to euro 172 million as of June 30, 2024, with an EBITDA margin of 6.2%. Despite the reduction in volumes, margins are in line with the results achieved in the same period of 2023 (EBITDA margin 6.1%) and confirm expectations for 2024.

Operational results

The Shipbuilding order intake in the first half of 2024 reaches euro 6,695 million, reflecting a sharp increase and approximately 6 times the results of 1H 2023.

In Cruise, Fincantieri signed a jumbo agreement with Norwegian Cruise Line Holdings for the construction of 6 new generation cruise ships at the leading edge of technology, and environmental sustainability: 4 for the Oceania Cruises brand and 2 for the Regent Seven Seas Cruises brand. In addition, the Group signed a Letter of Intent with the same shipowner for the construction of up to additional 4 units, which will be the biggest ever built by Fincantieri. Once the agreement becomes effective, NCLH might replace 2 of the 4 ships related to the previous order for Oceania Cruises.

In the first half of the year, a Memorandum of Agreement (MoA) was signed with Crystal for the construction of 2 state-of-the-art high-end cruise ships, plus an option for a third unit, as well as a contract with Viking, subject to financing, for the construction of 2 cruise ships that will be based on the characteristics of the previous ships already built by Fincantieri.

More recently, on July 23, 2024, Fincantieri signed an agreement with Carnival Corporation & plc for the design, engineering and construction of 3 new cruise ships for Carnival Cruise Line brand. The units belong to a new class of ships powered by liquefied natural gas (LNG) with a gross tonnage of about 230 thousand tons, the largest ever built by Fincantieri, with deliveries scheduled up to 2033.

As for Defense, OCCAR (Organisation Conjointe de Coopération en matière d'Armement, the international armament cooperation organization) has exercised the option for the construction of the fourth new generation submarine related to the U212NFS (Near Future Submarine) program of the Italian Navy assigned to Fincantieri. The unit is valued approximately euro 500 million, including the related Integrated Logistic Support and In Service Support. With this signature, the options completing the maintenance support of the submarines already contracted are also exercised.

Concurrently, an important Engineering Change Proposal has been activated for the industrialization in Italy, the production and integration on board all of the U212NFS, of an innovative lithium energy storage system (Lithium Battery System) which will replace the traditional lead-acid system currently in use. This state-of-the-art technology will increase the submarines' underwater range.

In May, the Group, through its American subsidiary FMM, was awarded the contract by the US Navy for the fifth and sixth frigates of the Constellation FFG(X) program for a value of over 1 billion US dollars.

As part of the collaboration between the Italian and Indonesian Ministries of Defence, the contract for the supply of 2 PPAs (Multipurpose Offshore Patrol Vessels) valued approximately euro 1.2 billion was also signed. Fincantieri will act as prime contractor toward the Indonesian Ministry of Defense and coordinate the other industrial partners, including Leonardo, for the customization of the ships' combat system and the provision of related logistics services. The effectiveness of the contract is subject to the standard authorizations by the competent institutions.

Fincantieri and EDGE, one of the world's leading advanced technology and defence groups, have teamed up to create MAESTRAL, a joint venture between the two companies in the Abu Dhabi-based shipbuilding. The JV (51% EDGE and 49% Fincantieri) will seize global opportunities for the design and manufacture of advanced naval vessels, with a commercial pipeline of orders worth an estimated 30 billion euro. The signing of the agreement was followed by the announcement of a significant order for 10 technologically advanced 51m Offshore Patrol Vessels (OPVs) from the UAE Coast Guard Forces, worth 400 million euro.

Deliveries

Ships delivered are:

• "Sun Princess", the first of the new LNG (liquefied natural gas) class for Princess Cruises, a brand of the Carnival group, at the Monfalcone shipyard;
• "Queen Anne" for the shipping company Cunard, a brand of the Carnival group, at the Marghera plant;
• an LNG bunker barge for the customer Crowley Maritime Corporation at the Sturgeon Bay (Wisconsin) plant.

OFFSHORE AND SPECIALIZED VESSELS

Revenues and income

Offshore and Specialized Vessels revenues in the first half of 2024 stand at euro 582 million, reflecting a sharp increase over the same period of the previous year (+20.9%), consolidating the growth trend of the last years, driven by the increasing demand in the market for offshore wind support equipment.

EBITDA

EBITDA for the segment as of June 30, 2024, stands at euro 26 million, up 36.8% compared to June 30, 2023 (euro 19 million), with an EBITDA margin of 4.5% (4.0% in the first half of 2023), confirming Vard's margin recovery path and growth expectations for the second half of the year.

Operational results

In the Offshore and Specialized Vessels segment, Vard group's leadership in the construction of ships to support the Offshore wind sector is confirmed with 6 orders signed during the first half of the year for the design and construction of CSOV (Commissioning Service Operation Vessel) units: 2 for the company Windward Offshore, 2 for the Taiwanese company Dong Fang Offshore, 1 for Navigare Capital Partners and 1 for Cyan Renewables. In addition, the Norwegian subsidiary obtained orders for 1 OECV (Ocean Energy Construction Vessel) for Island Offshore and for 1 advanced Stern Trawler unit for Havbryn.

Orders for the first half of 2024 amount to euro 762 million, with a book to bill of 1.3x.

Deliveries

Deliveries for the period were:

• 1 CSOV for the customer Norwind Offshore AS at the Brattvåg shipyard (Norway);
• 1 SOV for the customer REM Wind AS at the Vung Tau shipyard (Vietnam);
• 1 Stern Trawler unit for Deutsche Fischfang-Union GmbH & Co. KG. at the Brattvåg shipyard (Norway);
• 1 remotely controlled robotic unit for the Ocean Infinity Group Limited company at the Vung Tau shipyard (Vietnam).

Equipment, Systems and Infrastructure

Revenues and income

Revenues from Equipment, System and Infrastructure amount to euro 647 million, up by 20.0% compared to the first half of 2023, thanks to the positive performance of all clusters.

Mechatronics grows by 44.0%, thanks to the strong contribution of the Remazel Group^[6], amounting to euro 46 million in the first half of the year. The Electronics and Digital Products business records an increase of 8.1%, due to the higher volumes developed in the first half of 2024 by Vard Electro to support cruise ship construction and offshore wind activities. Infrastructure is up by 16.1%, mainly due to the entry into full operation of certain infrastructure projects and the progress of certain orders developed by the subsidiary FINSO.

EBITDA

Segment EBITDA as of June 30, 2024, was positive at euro 40 million, with an EBITDA margin of 6.2% (1.2% as of June 30, 2023), a sharp increase compared to the previous period and in line with growth expectations. The improvement is mainly due to the positive contribution of Infrastructure, which closed in the first half of 2024 with a positive EBITDA of euro 15 million compared to the negative margin of 2023 (euro 10 million). EBITDA for the first half of 2024 also benefited from the contribution of the Remazel Group (euro 8 million).

OTHER ACTIVITIES

Other activities mainly include costs incurred by the Parent Company for management, control and coordination activities that are not allocated to other segments.

Business Outlook

The strong trend in cruise orders, both in the luxury market and large ship markets, confirms the recovery of the industry. In particular, the CLIA stated that the number of cruise passengers in 2023 exceeded all expectations reaching 31.7 million^[7] passengers (+7% compared to 2019, the pre-COVID year). The CLIA also confirmed the 2027 forecast for more than 39 million cruise passengers, a trend that, with a continuous growth of 5%, would lead to about 46 million passengers in 2030^[8] (CAGR for the period 2023-2030 of 5.4%)^[9].

New environmental standards are also key drivers of the demand for new cruise ships in the coming years, steered by the energy transition and the increasingly stringent regulations on emissions, which accelerate both the obsolescence of fleets and the spread of increasingly innovative digital technologies.

In this highly dynamic context, the Group signed important orders and agreements confirming the consolidated relationships with all the main cruise operators (Norwegian Cruise Line, Viking, Crystal, Carnival).

In the defence sector new orders awarded in Italy and the United States confirm a wide-ranging program and a consolidated relationship with the respective Navies. There is also a significant interest from the Asian and Middle Eastern markets with new orders from Indonesia and the United Arab Emirates – the latter finalized through a collaboration with the EDGE group – and the extension of the effective strategic collaboration with Qatar concerning education and training. The geopolitical tensions dominating the global context have an incremental impact on defence spending, which has already accelerated in several countries, and is expected to grow further, as reflected in public sources monitored by the Group, such as specialized sector databases. The Group continues to strengthen its relationship with the Italian Navy and the US Navy, and to focus on growing the strategic value of the underwater domain, addressing the need to defend critical underwater infrastructure (e.g. telecommunications routes and energy infrastructure).

The Offshore market,driven by the demand for specialized assets to support offshore wind farm operations, continue to display a high volume of new orders for SOV/CSOV units. In this context, the Group has acquired significant orders on behalf of European and Asian customers (e.g. Taiwan and Japan), confirming its market leadership position (with a share of orders exceeding 30%)[10].

The Group continues to execute the backlog and de-risk its order book, through a structured management of the operational risks typical of the business and the review of the risk appetite for ongoing commercial initiatives. In order to ensure operational excellence, the Group continues to deploy  resource planning, aligned with the requirements of the production programs, with a particular focus on strengthening the workforce, improving the efficiency of procurement, enhancing the production chain and introducing new technologies.

The implementation of the other strategic initiatives envisaged in the Business Plan is also in progress and on track, with the following goals in 2024: (i) increase operational efficiency, through the modernization and automation of shipyards and the strict control of procurement processes; (ii) strengthen system integrator capabilities and competencies in defense and in the new underwater business; (iii) pursue the development of technologies and systems for the decarbonization of the maritime sector, such as the integration of systems for the storage and use of hydrogen on board cruise ships, as part of Fincantieri's sustainability roadmap and energy and digital transition; (iv) expand the use of artificial intelligence within the organization, which has already been tested as part of pilot projects developed on engineering and procurement.

Fincantieri confirms its forecasts for 2024, with revenues increasing to approximately euro 8 billion (+4.5% compared to 2023) and an EBITDA margin around 6%, in line with 2023-27 Business Plan.

The FY 2024 leverage ratio (NFP/EBITDA) is expected to improve to between 4.5x and 5.5x, compared to the previous guidance of between 5.5x and 6.5x(net of the rights issue effect,  between 3.7x and 4.7x including the temporary effect of the rights issue), thus accelerating the deleveraging expected over the plan period.

Significant events occurring after the closing date of 30.06.2024

On June 11, 2024, the Board of Directors resolved to exercise the power granted by the Extraordinary Shareholders' Meeting on the same date concerning the increase of the share capital of Fincantieri in divisible form and for payment, in one or more tranches, for a period of 5 years from the date of the resolution and for a maximum total amount of € 500,000,000.00,  including any share premium, structured as follows: (i) a first tranche, in divisible form, for a total amount of a maximum of € 400,000,000.00, including any share premium, through the issue of ordinary shares, with no par value, warrants (which give the right to subscribe for payment ordinary shares, the "Warrants"), with regular dividend rights and the same characteristics as the ordinary shares outstanding at the date of issue,  to be admitted to trading on the Euronext Milan regulated market organized and managed by Borsa Italiana S.p.A. and to be offered on a pre-emptive basis to shareholders pursuant to art. 2441, paragraph 1, of the Italian Civil Code by 31 December 2024, and (ii) a second tranche, in divisible form, for a total amount of a maximum of € 100,000,000.00, including any share premium, through the issue, in one or more tranches, of ordinary shares, without par value, with regular dividend rights and the same characteristics as the ordinary shares outstanding at the date of issue,  to be admitted to trading on the EXM, to service the exercise of the aforementioned Warrants, to be subscribed within a maximum of 36 months from the full release of the Rights Issue.

The Board of Directors on the same date also resolved to exercise the delegation granted by the Extraordinary Shareholders' Meeting of 11 June 2024 by proceeding with a reverse stock split transaction aimed at reducing the number of shares outstanding as a result of the capital increase and simplifying its administrative management, while making it possible to improve the perception of the stock on the market in view of the effects of the reverse stock split on the price of the unit stock exchange of shares. On 9 May 2024, the shareholder CDP Equity S.p.A. made an irrevocable commitment, subject to certain conditions, to subscribe, at the offer price, the new shares resulting from the Rights Issue for a maximum total amount of approximately euro 287 million, corresponding to its full share.

On 19 June 2024, CONSOB authorized the publication of the prospectus relating to: (i) the offer and admission to trading on the Euronext Milan regulated market organized and managed by Borsa Italiana S.p.A., of the New Shares and (ii) the admission to trading on the EXM of the Warrants paired free of charge with the New Shares.

On 20 June 2024, the Board of Directors set the final terms and conditions of the Rights Increase and the Warrant Capital Increase.

In particular, the Board of Directors set the offer price at Euro 2.62 for each New Share, to be allocated to Euro 0.10 to share capital and Euro 2.52 to share premium (the offer price incorporates a discount of 32.2% compared to the theoretical ex-right price, calculated on the basis of Borsa Italiana S.p.A.'s closing price of Fincantieri shares as of June 20, 2024) and consequently resolved to issue a maximum of 152,419,410 New Shares (with free matching of 10 New Warrants), to be offered on a pre-emptive basis to shareholders in the ratio of 9 New Shares for every 10 Fincantieri shares held. In addition, the Board of Directors set the subscription price of each Conversion Share at €4.44, to be allocated as €0.10 as share capital and €4.34 as share premium, as well as set the exercise ratio at 5 Conversion Shares for every 34 Warrants exercised, resolving to issue a maximum of 22,414,615 Conversion Shares. On 20 June 2024, BNP Paribas, Intesa Sanpaolo, Jefferies, JP Morgan and Mediobanca signed the guarantee agreement for the subscription and release of any New Shares not subscribed at the end of the auction of unexercised rights, up to the maximum amount of the Rights Issue, net of the value of the subscription commitment undertaken by the controlling shareholder CDP Equity S.p.A.

During the rights Offer period, which started on 24 June 2024 and ended on 11 July 2024, 167,996,020 option rights were exercised for the subscription of 151,196,418 New Shares (with the same number of Warrants combined free of charge), equal to 99.2% of the total New Shares offered, for a total countervalue of euro 396,134,615.16.

On July 16, 2024, with the exercise of the 1,358,880 option rights mentioned above and the subsequent subscription of the corresponding 1,222,992 New Shares, the Capital Increase was successfully concluded.

A total of 152,419,410 New Shares were subscribed (with an equivalent number of free of charge Warrants), equal to 100% of the shares offered in the context of the Capital Increase in Option, for a total countervalue of euro 399,338,854.20, of which euro 15,241,941 allocated to capital.

Following the transaction, the new Share Capital thus amounts to euro 878,222,666.70, fully paid up, divided into 322,384,546.00 shares without nominal value.

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The manager in charge of preparing the accounting and corporate documents, Felice Bonavolontà, declares, pursuant to paragraph 2 of Article 154 bis of Legislative Decree no. 58 of 24 February 1998, that the information contained in this press release corresponds to the document results, books and accounting records.

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This press release is available to the public at the Company's registered office, as well as on the Company's website (www.fincantieri.com) in the "Investor Relations - Financial Statements and Reports" section and on the authorized storage mechanism called eMarket STORAGE www.emarketstorage.com.

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DISCLAIMER

The forward-looking statements and data and information must be considered "forward-looking statements" and therefore, not based on mere historical facts, they have by their nature a component of riskiness and uncertainty, since they also depend on the occurrence of future events and developments beyond the control of the Company, the final data may therefore vary substantially with respect to the forecasts. The data and forecast information refer to the information available at the date of their dissemination; in this regard, Fincantieri S.p.A. reserves the right to communicate any changes to the information and forecast data within the terms and in the manner provided for by current legislation.

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The results of the first half 2024 will be presented to the financial community during a conference call scheduled on 30 July 2024, at 4:30 pm CET.

To take part in the conference call, it is necessary to choose one of the alternatives below:

Access the audio webcast through the following link.

Diamond Pass: Access with pre-registration and personal PIN to the following link.

Alternatively, please dial-in the following numbers:

Italy +39 028020911

United Kingdom +44 1212818004

United States +1 7187058796

Hong Kong +852 58080984 then press *0

Browser HD Audio Connection

The slide presentation will be available in the Investor Relations section of the website www.fincantieri.com

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Fincantieri is one of the world’s largest shipbuilding groups, the only one active in all high-tech marine industry sectors. It is leader in the construction and transformation of cruise, naval and oil & gas and wind offshore vessels, as well as in the production of systems and component equipment, after-sales services and marine interiors solutions. Thanks to the expertise developed in the management of complex projects, the Group boasts first-class references in infrastructures, and is a reference player in digital technologies and cybersecurity, electronics and advanced systems.

With over 230 years of history and more than 7,000 ships built, Fincantieri maintains its know-how, expertise and management centres in Italy, here employing 10,000 workers and creating around 90,000 jobs, which double worldwide thanks to a production network of 18 shipyards operating in three continents and with more than 22,000 employees.

With its activities, Fincantieri contributes to the achievement of 9 Sustainable Development Goals (SDGs) of the United Nations 2030 Agenda.

 www.fincantieri.com

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ALTERNATIVE PERFORMANCE INDICATORS

Fincantieri's management also evaluates the performance of the Group and its business segments on the basis of certain indicators not provided for by IFRS. In particular, EBITDA, in the configuration monitored by the Group, is used as the main profitability indicator, as it makes it possible to analyze the Group's margins, eliminating the effects deriving from volatility originating from non-recurring economic items or items unrelated to ordinary operations (see reclassified consolidated income statement, reported in the section commenting on the Group's economic and financial results); the EBITDA configuration adopted by the Group may not be consistent with that adopted by other companies.

As required by Consob Communication no. 0092543 of 3 December 2015 implementing the ESMA/2015/1415 guidelines on alternative performance indicators, the components of each of these indicators are described below:

EBITDA: this is equal to the result before taxes, before financial income and expenses, before income and expenses on equity investments and depreciation, amortization and write-downs, as reported in the financial statements, adjusted by the following items: provisions for costs and legal expenses related to litigation for asbestos damage; costs related to reorganization plans and other non-recurring personnel costs; other expenses or income not related to ordinary operations.

EBIT: this is equal to EBITDA net of recurring depreciation, amortization and impairment losses (excluding write-downs of goodwill, other intangible assets and property, plant and equipment recognized following impairment tests, or following specific assessments of the recoverability of individual assets).

Adjusted profit for the period: this is equal to the result for the period before adjustments for non-recurring economic items or items not included in ordinary operations, which are shown net of the related tax effect.

Net fixed capital: this is equal to the fixed capital used for business operations, which includes the items: Intangible assets, Rights of use, Property, plant and equipment, Equity investments, Non-current financial assets and Other assets (including the fair value of derivatives included in Non-current financial assets) net of the provision for employee benefits.

Net working capital: this is equal to the capital employed in core business operations, which includes the items Inventories and advances, Contract work in progress and advances from customers, Trade receivables, Trade payables, Provisions for miscellaneous risks and charges, Other current assets and liabilities (including Direct tax receivables, Direct tax payables, Direct tax payables, Direct tax payables, Direct tax payables, Direct tax receivable  Deferred tax assets, Deferred tax liabilities and the fair value of derivatives included in Current financial assets).

Net invested capital: calculated as the sum of the Net fixed capital, the net working capital and the Assets held for sale.

Net financial position includes: Net current financial debt: cash and cash equivalents, current financial assets, current financial debts and the current portion of medium-long term loans; Net non-current financial debt: non-current bank debts and debt instruments.

Revenues and income: these are equal to the sum of Operating revenues and Other revenues and income

Provisions: these are intended to be accruals to Provisions for risks and charges and write-downs of trade receivables and Other non-current and current assets.

FINCANTIERI

APPENDIX

Presented below are the reclassified consolidated versions of the income statement, statement of financial position and statement of cash flows, the breakdown of consolidated Net financial position and the principal economic and financial indicators used by management to monitor business performance.

RECLASSIFIED CONSOLIDATED INCOME STATEMENT

(1) This amount does not include non-recurring income and expenses from ordinary operations. See definition in the paragraph Alternative Performance Indicators

RECLASSIFIED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

RECLASSIFIED CONSOLIDATED STATEMENT OF CASH FLOW

CONSOLIDATED NET FINANCIAL POSITION

EXCHANGE RATES

The exchange rates used for the translation of the financial statements of companies that have a "functional currency" other than the euro are shown in the following table:

The reconciliation formats between the items of the reclassified formats and those of the financial statements (mandatory formats) are shown below.

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF FINANCIAL POSITION