The ordinary Shareholders’ Meeting of Avio SpA was held yesterday under the chairmanship of Roberto Italia. The Shareholders’ Meeting adopted the following resolutions:

1. Approval of 2025 financial statements and allocation of the net profit

The Shareholders’ Meeting approved, with a higher than 99% majority of the share capital present at the meeting, the 2025 Financial Statements of Avio SpA, which recorded a net profit of Euro 10,040,914.

The Shareholders’ Meeting also approved, with a higher than 99% majority of the share capital present at the meeting, the proposal of the Board of Directors to allocate the net profit as follows:

Euro 6,800,000 as dividend

Euro 502,046 to legal reserve 

Euro 2,738,868 to retained earnings 

The dividend per share amounts to Euro 0.14846 (gross of withholding taxes provided for by law) for each outstanding ordinary share, net of treasury shares. 

The dividend will be paid out from 20 May 2026, with ex dividend date on 18 May 2026, and with the date of entitlement to receive the dividend set for 19 May 2026, pursuant to Article 83-terdecies of the TUF (so-called record date).

The Shareholder’s Meeting also acknowledged Avio Group 2025 consolidated Financial Statements including the consolidated Sustainability Report for the 2025 financial year pursuant to Legislative Decree No. 125/2024.

2. Report of remuneration policy

With reference to the Remuneration Policy and Report drawn up pursuant to Article 123-ter of the TUF and Article 84-quarter of the Issuers’ Regulations, the Shareholders’ Meeting:

with approximately 97% majority of the share capital present at the meeting, approved – by binding resolution - Section I of the Remuneration Policy and Report containing the remuneration policies of Avio SpA;

with approximately 98% majority of the share capital present at the meeting, resolved in favor – by non binding resolution - of Section II of the Report on Remuneration concerning the compensation paid in the 2025 financial year or relating to it.

3. Appointment of the Board of Directors

The Shareholders’ Meeting approved, with a higher than 99% majority of the share capital present at the meeting, the proposal to set the term of office of the Board of Directors at 3 (three) years, with the term expiring on the date of the Shareholders' Meeting called to approve the financial statements as of 31 December 2028.

The Shareholders’ Meeting appointed the following Directors:

Roberto Italia, as Chairman of the Board of Directors (1)

Giulio Ranzo, Director (1)

Stefano Ratti, Director (1)

Stefania Tomassi, Director (1)

Laura Pierallini, Director (1) (*)

Heidi Shyu, Director (1) (*)

Maria Elena Pisonero Ruiz, Director (1) (*)

Raffaele Cappiello, Director (2) (*)

Steven Duncan Wood, Director (2) (*)

In particular, the List n.1 filed by Leonardo SpA, In Orbit SpA e RBC Holding Srl, holding collectively 21.27% of the share capital of the Company, obtained votes equal to approximately 60% of the share capital present at the meeting, whilst the List n.2 filed by a group of institutional investors, holding collectively approximately 2.58% of the share capital of the Company, obtained votes equal to approximately 39% of the share capital present at the meeting. 

In relation to the remuneration of the members of the Board of Directors, the Shareholders’ Meeting approved, with a higher than 99% majority of the share capital present at the meeting and with no vote against, the proposal to set the remuneration for the Chairman of the Board of Directors to Euro 225,000.00 gross per annum, and for each Director to Euro 55,000.00 gross per annum, in addition to the reimbursement of expenses incurred in the performance of office, for the entire three-year term of office of the Board of Directors.

Pursuant to Article IA.2.6.7, paragraph 3, of the Instructions accompanying the rules of the markets organised and managed by Borsa Italiana SpA, Avio hereby announces that, as of yesterday’s date, based on the information made available to the Company, the above-mentioned newly appointed Directors do not hold, either directly or indirectly, any ordinary shares of the Company, with the exception of Roberto Italia (who directly holds n. 35,000 shares of Avio and, indirectly through RBC Holding Srl, n. 432,481 shares of Avio) and Raffaele Cappiello (who directly holds n. 4,375 shares of Avio).  

4. Appointment of the Board of Statutory Auditors for the period 2026-2028 

The Shareholders’ Meeting appointed the following Statutory Auditors, who will remain in office for the term 2026 – 2028, expiring on the date of the Shareholders' Meeting called to approve the financial statements as of 31 December 2028:

Vito Di Battista, as Chairman of the Board of Statutory Auditors (2) (**)

Silvia Muzi, Standing Auditor (1)

Filippo Maria Invitti, Standing Auditor (1)

Marianna Tognoni, Alternate Auditor (1)

Roberto Cassader, Alternate Auditor (2)

In particular, the List n.1 filed by Leonardo SpA, In Orbit SpA e RBC Holding S.r.l., holding collectively 21.27% of the share capital of the Company, obtained votes equal to approximately 81% of the share capital present at the meeting, whilst the List n.2 filed by a group of institutional investors, holding collectively approximately 2.58% of the share capital of the Company, obtained votes equal to approximately 18% of the share capital present at the meeting.

In relation to the remuneration of the members of the Board of Statutory Auditors, the Shareholders’ Meeting approved, with a higher than 99% majority of the share capital present at the meeting, the proposal to set the remuneration for the Chairman of the Board of Statutory Auditors to Euro 65,000.00 gross per annum, and for each Standing Auditor to Euro 45,000.00 gross per annum, in addition to the reimbursement of expenses incurred in the performance of the office, for the entire three-year term of office of the Board of Statutory Auditors.

Notes:

1. Drawn by List n.1.

2. Drawn by List n.2.

   (*)   Candidate who declared to meet the independence requirements provided by Article 148 paragraph 3 of the TUF as referred to by Article 147-ter, paragraph 4 of the TUF, as well as Article 2 of the Corporate Governance Code for listed companies, to which Avio adheres.

   (**)  It should be noted that, pursuant to Article 148, paragraph 2-bis, of the TUF and Article 17.8 of the By-Laws, the Chairman of the Board of Statutory Auditors is appointed by the Shareholders’ Meeting from among the Statutory Auditors elected by the minority.