Notice of change in share capital. Filing of the statement pursuant to article 2444 of the Italian civil code

06 August 2025

Fincantieri S.p.A. ("Fincantieri" or the "Company") communicates, pursuant to article 85-bis of Consob Regulation 11971/1999, the new composition of its share capital, subscribed and paid up, following: (i) the issuance, on 14 July 2025, of no. 837,406 ordinary shares, without par value, without increasing the share capital, to be used for the first cycle of the 2022-2024 Performance Share Plan and to be attributed to the beneficiaries of the plan, pursuant to Article 2349 of the Italian Civil Code; (ii) the exercise, during the month of July 2025, of no. 93,636 “2024-2026 Fincantieri Warrants” with consequent subscription and simultaneous liberation of no. 13,770 Fincantieri ordinary shares, at a price of Euro 4.44 per share, of which Euro 0.10 to be allocated to share capital and Euro 4.34 to be allocated to share premium, for a total amount of Euro 61,138.80 (of which Euro 1,377 to be allocated to share capital) and (iii) the issuance, on 4 August 2025, of n. 255.028 ordinary shares, without par value, without increasing the share capital, to be used for the 2025–2026 Employee Share Ownership Plan and to be attributed to employees of the Company and/or its subsidiaries, pursuant to Article 2349 of the Italian Civil Code.

 

The following table shows the current composition of the share capital of the Company, highlighting the previous one:

 

 

Current Share Capital

Previous Share Capital

Variation

 

Euro

No. of shares

Par Value

Euro

No. of Shares

Par Value

Euro

No. of Shares

Par Value

Total, of which:

878,311,024.20

324,360,555

With no expressed par value

878,309,647.20

323,254,351

With no expressed par value

1,377

1,106,204

-

Ordinary shares with regular entitlement:

 

Current coupon number: 1

878,311,024.20

324,360,555

With no expressed par value

878,309,647.20

323,254,351

With no expressed par value

1,377

1,106,204

-

 

The following table shows the number of the exercised warrants as at 31 July 2025 and the number of the outstanding warrants as at 1 August 2025:

 

 

No. exercised warrants

No. outstanding warrants

 

2024-2026 Fincantieri Warrants

6.008.310

146.411.100

 

In accordance with Article 2444 of the Italian Civil Code, the certification of completion of the Rights Issue has been filed with in the Companies' Register of Venezia Giulia on 5 August 2025, along with the new version of Fincantieri’s bylaws, updated with the new amount of share capital and of shares, that will be made available to the public in accordance with the terms and conditions provided for by applicable regulations.

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Notice of change in share capital. Filing of the statement pursuant to article 2444 of the Italian civil code