CAPITAL INCREASE RESERVED TO QUALIFIED AND/OR INSTITUTIONAL INVESTORS
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THE INFORMATION FURNISHED ON THE FOLLOWING WEB PAGES DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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RESOLVED THE CAPITAL INCREASE RESERVED TO QUALIFIED AND/OR INSTITUTIONAL INVESTORS FOR MAXIMUM NO. 32,588,445 NEWLY ISSUED SHARES EQUAL TO MAXIMUM 10% OF THE SHARE CAPITAL PRE-INCREASE.
RESERVED PLACEMENT LAUNCHED THROUGH ACCELERATED BOOKBUILDING
18 February 2026
Trieste, 18 February 2026 – Fincantieri S.p.A. (the “Company” or “Issuer”) announces that its Board of Directors, held today, resolved to execute the mandate granted by the extraordinary shareholders’ meeting on 11 June 2024 to increase the Company’s share capital, in a divisible manner, against payment, with the exclusion of option right pursuant to Article 2441, fourth paragraph, second sentence, of the Italian Civil Code, through the issue of maximum no. 32,588,445 newly issued ordinary shares, with no par value, equal to 10% of the issued shares (pre-increase) (the “Share Capital Increase” or the “Transaction”).
The use of the Share Capital Increase as described above will allow the Company to further enhance financial flexibility and provide optionality and acceleration in the implementation of the Company’s strategy and Business Plan, mainly in relation to the increase in capacity, as well as supporting its selective inorganic growth strategy, in line with its equity story.
The Transaction is also intended to broaden Company’s institutional shareholder base while increasing free float and liquidity of the stock.
The newly issued shares resulting from the Share Capital Increase will be offered for subscription to qualified investors (as defined in Article 2, paragraph 1, letter e) of Regulation (EU) 2017/1129 or Regulation (EU) 2017/1129 as transposed into UK national law by the European Union Withdrawal Act 2018) in Italy, the European Economic Area and the United Kingdom and to institutional investors abroad (excluding the United States of America, Canada, Japan, Australia and any other country or jurisdiction in which the offer or sale of the shares subject to the offer is prohibited by law or in the absence of exemptions), as well as in the United States of America to qualified institutional buyers so-called “QIBs” or in application of other available exemptions from the registration requirements under US law.
The maximum no. 32,588,445 newly issued shares will be offered as part of a placement reserved for qualified and/or institutional investors to be carried out through an accelerated bookbuilding offering procedure, without publication of a prospectus for public offering and/or listing, pursuant to the exemptions provided for by applicable laws and regulations.
The bookbuilding will commence immediately and the Company reserves the right to close the placement and/or to change its terms at any time. The results of the placement will be announced at the end of the accelerated bookbuilding offering procedure.
The price of the shares subject to the placement will be determined at the end of the bookbuilding procedure in accordance with the criteria established by the Board of Directors pursuant to Article 2441, paragraph 4, second sentence, of the Italian Civil Code. The audit company Deloitte & Touche S.p.A. has released its opinion pursuant to Article 2441, paragraph 4, second sentence, of the Italian Civil Code and Article 158 of Legislative Decree No. 58/1998.
In the event of full subscription of the newly issued shares, the share capital will be equal to Euro 881,722,258.70 represented by no. 358,472,900 ordinary shares, with regular dividend rights and the same features as those already outstanding. The newly issued will be admitted to listing as of the date of issue on the Euronext Milan, organized and managed by Borsa Italiana S.p.A., being fungible with the Company’s already listed ordinary shares.
Upon completion of the Transaction, CDP Equity S.p.A., which, as of the date hereof, holds, to the Company’s knowledge, approximately 70.67% of the Issuer’s share capital, will continue to be the controlling shareholder of the latter, following full subscription of the Share Capital Increase, holding a stake equal to approximately 64.25%.
In connection with the placement, BNP PARIBAS, Jefferies e Mediobanca – Banca di Credito Finanziario S.p.A. will act as Joint Global Coordinators and Joint Bookrunners, under usual conditions for this type of transaction.
Lastly, it should be noted that, in the context of the placement, the Company will enter into a lock-up commitment for a duration of 90 days, in line with market practice in similar transaction.
The directors’ explanatory report, the report of the audit company Deloitte & Touche S.p.A. issued pursuant to Article 2441, fourth paragraph, second sentence, of the Italian Civil Code and the minutes of the Board of Directors’ meeting drawn up in notarial form will be made available to the public at the Company’s registered office in Trieste, via Genova no. 1, on the Company’s website www.fincantieri.com, section Investor Relations/Fincantieri on the Stock Market/ Capital Increase reserved to Qualified and or Institutional Investors as well as on the authorized storage site “EMarket STORAGE” (www.emarketstorage.it).