It met today in Trieste the Ordinary Assembly of FINCANTIERI SpA ("Fincantieri" or the "Company") provided for in single call.
It should be noted that, in consideration of the health emergency connected to the COVID-19 epidemic and taking into account the regulatory provisions issued for the containment of the contagion, in compliance with the provisions of art. 106, paragraph 4, of the Legislative Decree of 17 March 2020, n. 18 (converted with Law no.24 of 2020 April 27, also taking into account the provisions of art.3, paragraph 6, of Legislative Decree no. 31 of 2020 December 183, converted with amendments by Law 26 February 2021 , no. 21), participation in the Shareholders' Meeting by those entitled to it took place exclusively through the representative designated by the Company pursuant to art. 135-undecies of the Legislative Decree of 24 February 1998, n. 58 ("TUF").
APPROVAL OF THE 2020 FINANCIAL STATEMENTS
The financial statements of FINCANTIERI SpA at 31 December 2020 were approved, which closed with a profit of Euro 963.328,57.
DESTINATION OF THE RESULT FOR THE YEAR
The Shareholders' Meeting resolved to allocate the net profit for the year 2020, equal to Euro 963.328,57, as follows:
- 5% of the net profit for the year to the legal reserve;
- the remaining part to the extraordinary reserve.
APPROVAL OF "PERFORMANCE SHARE PLAN 2022-2024 "
The Assembly also approved the "Performance Share Plan 2022-2024 "for management of Fincantieri, the characteristics of which are described in the Information Document prepared pursuant to art. 114-until of the TUF and art. 84-until of the Regulations issued by Consob with resolution no. 14 ("Issuers' Regulation").
AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES
The Shareholders 'Meeting also approved the proposal to authorize the purchase and disposal of treasury shares, subject to revocation of the previous Shareholders' Meeting authorization of 9 June 2020, for the purposes described in the Explanatory Report prepared pursuant to art. 73 of the Issuers' Regulation. The purchase of treasury shares was authorized for a period of eighteen months starting from the date of the authorization by the shareholders' meeting, for a maximum amount of shares not exceeding one fifth of the share capital. The disposal of treasury shares was authorized without time limits.
The purchases and the deeds of disposal of the aforementioned shares may be carried out in the manner and in compliance with the conditions provided for by current legislation and accepted market practices and in particular the purchases must be made at a price that does not deviate in decrease or in an increase of more than 10% compared to the reference price recorded on the Mercato Telematico Azionario organized and managed by Borsa Italiana SpA in the stock exchange session preceding each individual transaction.
REPORT ON REMUNERATION POLICY AND REMUNERATION PAID
With reference to the Report on the remuneration policy and on the remuneration paid (the "Report"), the Shareholders' Meeting finally resolved:
- to approve the first section of the Report, on the subject of the remuneration policy, drawn up pursuant to art. 123-ter, paragraph 3 of the TUF and art. 84-c of the Issuers' Regulation;
- in favor of the second section of the Report, on the subject of remuneration paid, drawn up pursuant to art. 123-ter, paragraph 4 of the TUF and art. 84-c of the Issuers' Regulation.