Fincantieri: Shareholders’ meeting approves 2020 Financial Statements

Trieste, April 8, 2021 – Fincantieri S.p.A. (“Fincantieri” or the “Company”) held its ordinary Shareholders’ Meeting today in Trieste on a single call. 
In consideration of the Covid-19 health emergency and taking into account the regulatory provisions issued for the containment of contagion, in compliance with art. 106, paragraph 4, of the Law Decree No. 18 of 17 March 2020 (converted with Law No. 27 of 24 April 2020, also taking into account the provisions of Article 3, paragraph 6, of the Law Decree No. 183 of 31 December 2020, converted with amendments by Law No. 21 of 26 February 2021), the attendance at the Shareholders' Meeting by the entitled parties took place exclusively through the representative appointed by the Company pursuant to art. 135-undecies of the Legislative Decree No. 58 of 24 February 1998 (“TUF”).

Approval of 2020 financial statements
The Shareholders approved the Financial Statements of Fincantieri S.p.A. at December 31 2020, that closed with a profit of EUR 963,328.57.

Allocation of profit for the year
The Shareholders resolved to allocate the net profit for 2020, amounting to EUR 963,328.57, as follows:
a)    5% of net profit for the year to the legal reserve;
b)    the remaining part to the extraordinary reserve.

Approval of the performance share plan 2022-2024 
The Shareholders resolved to approve the Performance Share Plan 2022-2024 for Fincantieri’s management in accordance with the terms and conditions described in the Information Document drawn up pursuant to Article 114-bis of TUF and Article 84-bis of the Regulation issued by Consob by Resolution No. 11971 of 14 May 1999 (“Issuers’ Regulation”). 

Authorization to purchase and dispose of the company’s treasury shares 
The Shareholders also approved the proposal to authorize the purchase and disposal of treasury shares, after revoking the previous authorization granted by the Ordinary Shareholders’ Meeting of June 9, 2020, for the purposes described in the Explanatory Report drafted pursuant to Article 73 of Issuers’ Regulation. Purchase of the Company’s treasury shares was authorized for a period of eighteen months from the date of the Shareholders’ Meeting Resolution and for a maximum amount of shares not exceeding one fifth of the Company's share capital. Disposal of the Company’s treasury shares was authorized without time constraints. 

The purchase or disposal of treasury shares shall comply with the terms, conditions and requirements provided under applicable laws as well as, if applicable, accepted market practices in force at the relevant time. In particular, purchases shall take place at a price that does not vary upwards or downwards by more than 10% over the reference price registered on the Electronic Stock Market (MTA) organized and managed by Borsa Italiana S.p.A. (Italian Stock Exchange) in the trading session preceding each individual transaction.   

Report on the policy regarding remuneration and fees paid 
As for the Report on the policy regarding remuneration and fees paid (the “Report”), the Shareholders resolved to:
-    approve the first section of the Report, on the policy regarding remuneration, prepared under Article 123-ter, paragraph 3, of TUF and under Article 84-quater of the Issuers’ Regulation;
-    approve the second section of the Report, on fees paid, prepared under Article 123-ter, paragraph 4 of TUF and under Article 84-quater of the Issuers’ Regulation.