Avio S p A : Minutes of the 2024 Shareholders’ Meeting

Register no.File no.

MINUTES OF THE ORDINARY SHAREHOLDERS' MEETING

ITALIAN REPUBLIC

April 24, 2024

On the twenty-fourth day of April two thousand and twenty- four.

In Rome, in my office at Via Claudio Monteverdi no. 20. I, the undersigned FEDERICO ELICIO, notary public in Rome, registered with the College of Notaries of the united districts of Rome, Velletri and Civitavecchia, proceed to prepare and sign the minutes of the Shareholders' Meeting of the company:

"Avio S.p.A."

with registered office in Rome, via Leonida Bissolati No. 76, share capital Euro 91,765,158.50, paid-in for Euro 90,964,212.90, enrolled at the Rome Companies Registration Office, with enrolment, tax and VAT number 09105940960, Economic and Administrative Index No RM/1509588 (hereinafter, for the sake of brevity, the "Company").

held on the twenty-third day of April two thousand and twenty-four in Rome, Via Leonida Bissolati No. 76, at the registered office.

These minutes are therefore prepared at the request of the Company, and on its behalf of the Chairperson of the Board of Directors Mr. ROBERTO ITALIA.

The Shareholders' Meeting was held in my continual and constant presence as follows.

"On the twenty-third day of April two thousand and twenty- four, in Rome, Via Leonida Bissolati No. 76, the Share- holders' Meeting is held of the company

"Avio S.p.A."

The Chairperson of the Board of Directors, Mr. ROBERTO ITALIA, assumes the chair of the Shareholders' Meeting, in accordance with Article 10.5 of the By-Laws, and opens the proceedings at 11.30AM.

The Chairperson reminds those present that, in application of Article 106 of Decree-Law No. 18 of March 17, 2020 (known as the "Italian Healthcare Decree") (the "De- cree"), converted with amendments into Law No. 27 of April 24, 2020 and subsequent amendments and supplements, latterly until April 30, 2024 by Law No. 18 of February 23, 2024, which converted, supplementing it, Legislative Decree No. 215/23 and subsequently, until December 31, 2024 by Law No. 21 of March 5, 2024, the Shareholders' Meeting, for such entitled persons, may also be attended through remote communication means, and the shareholders may however attend only through the Designated Agent, as per Article 135-undecies and Article 135-novies of Legislative Decree No. 58 of February 24, 1998 (the "CFA").

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Pursuant to Article 10.5 of the By-Laws, he appoints Mr. FEDERICO ELICIO, notary public in Rome, as secretary of the meeting, instructing him to draw up the relevant minutes in the form of a notarised public deed, specifying that he is also - along with the Chairperson - present at the Meeting location at the registered office in Rome, Via Leonida Bissolati No. 76.

The Chairperson then declares and certifies:

1. that all participants - whose identity and entitlement to participate in the Meeting has been ascertained - take part as follows:

1. for the Board of Directors, the following are in attendance:
   - in attendance at the registered office, the Chairperson alone;
   - via audio-video link, Directors ELENA PISONERO, RAF- FAELE CAPPIELLO and DONATELLA ISAIA;
   while Directors GIOVANNI GORNO TEMPINI, GIULIO RANZO, LUIGI PASQUALI, LETIZIA COLUCCI, DONATELLA SCIUTO, MAR- CELLA LOGLI and GIOVANNI SOCCODATO excused their absence;
2. for the Board of Statutory Auditors, Mr. VITO DI BATTISTA, as Chairperson, who was present in the place of today's meeting, and Statutory Auditor Mr. MICHELA ZEME, who was connected through audio-video links, while the absence of the other Statutory Auditor Mr. MARIO MATTEO BUSSO was justified.
   The Chairperson notes that, as per Article 5 of the Share- holders' Meeting Regulation, a system has been set up to record the business of the Shareholders' Meeting - as permitted by the Chairperson - exclusively to assist the preparation of the Meeting minutes.
   The Chairperson then:

1. attests that this Ordinary Shareholders' Meeting was duly called in Rome, Via Leonida Bissolati, No. 76, at the Company's registered office, on April 23, 2024, at the time of 11.30AM, in single call, in accordance with law and the By-Laws, through a call notice published on
   March 22, 2024 on the company website and on the "EMARKET STORAGE" storage mechanism, as communicated through a press release, in addition to an extract published in the
   "Italia Oggi" newspaper on March 22, 2024 and with the following

AGENDA

1. FINANCIAL STATEMENTS AT DECEMBER 31, 2023.

1. APPROVAL OF THE FINANCIAL STATEMENTS AT DECEMBER 31, 2023. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATE- MENTS AT DECEMBER 31, 2023. REPORTS OF THE BOARD OF DI-
   RECTORS, BOARD OF STATUTORY AUDITORS AND OF THE INDEPEND- ENT AUDIT FIRM.
2. ALLOCATION OF THE NET PROFIT. RESOLUTIONS THEREON.
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1. EXTRAORDINARY DISTRIBUTION OF RESERVES (EXTRAORDINARY DIVIDEND). RESOLUTIONS THEREON.
   2. REMUNERATION POLICY AND REPORT PURSUANT TO ARTICLE 123-TER, PARAGRAPH 3-BIS AND 6 OF LEGISLATIVE DECREE NO. 58/98:

1. SECTION I: REMUNERATION POLICY. BINDING RESOLUTION
   ;
2. SECTION II: REPORT ON COMPENSATION PAID. NON-BINDING RESOLUTION.
   3. PROPOSAL TO APPROVE TWO COMPANY SHARE-BASED REMUNERA- TION PLANS AS PER ARTICLE 114-BIS OF LEGISLATIVE DECREE NO. 58/98: CONFERRAL OF POWERS, RESOLUTIONS THEREON:

1. APPROVAL OF THE "2024-2026 PERFORMANCE SHARE PLAN";
2. APPROVAL OF THE "2024-2026 RESTRICTED SHARE PLAN".
   4. APPROVAL OF THE PROPOSAL FOR AUTHORISATION FOR THE PURCHASE OF TREASURY SHARES IN ACCORDANCE WITH ARTICLE
   2357 OF THE CIVIL CODE";
   (ii) notes that shareholders did not present any requests to supplement the Agenda of the Shareholders' Meeting or any proposals on matters already on the Agenda, in ac- cordance with Article 126-bis of the CFA, nor individual resolution proposals;
   (iii) recalls that Article 122 of the CFA establishes, among other matters, that: "1. Agreements, in any form, concerning the exercise of the right to vote at companies with listed shares and at companies which they control, within five days from signing are: a) communicated to Consob; b) published in extract form in the daily press; c) filed at the companies register of the location where the company has its registered office; d) communicated to the companies with listed shares.
   - 2. omitted - 3. omitted
   - 4. Voting rights concerning listed shares for which the obligations established under paragraph 1 have not been fulfilled may not be exercised.";
   (iv) states that, as far as the Company is aware, there are currently no shareholder agreements pursuant to Ar- ticle 122 of the CFA;
   (v) notes that, as indicated in the call notice, pursuant to Article 106 of the Decree, attendance at the Share- holders' Meeting by those who have the right to vote is allowed exclusively through the Designated Agent;
   (vi) specifies that, in accordance with the provisions of Article 10.4 of the By-Laws and Article 106 of the Decree, the Company has designated MONTE TITOLI S.P.A. ("Monte Titoli") as the party to which shareholders may grant proxy with voting instructions on all or some of the proposals on the Agenda, pursuant to Articles 135-un- decies and 135-novies of the CFA (the "Designated Agent");
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Monte Titoli attends by telecommunication means in the person of Mr. GIUSEPPE MORELLI;

1. notes that "MONTE TITOLI S.P.A.", as Designated
   Agent, communicated to not having any interest on its own behalf with regards to the proposals submitted to voting, to avoid any possible disputes concerning conflicts of interest as per Article 135-decies, paragraph 2, letter f) of the CFA, Monte Titoli expressly declared that, where currently unknown circumstances arise or in the case of amendment or supplementation of the proposals presented to the Shareholders' Meeting, it shall not express a vote differing from that indicated in the instructions;
2. notes that 16,606,935 shares, out of the total num- ber of 26,359,346 shares representing the entire share capital, amounting to 63.002% of the entire share capital, are represented by proxy issued to the Designated Agent; and that the legitimacy of those eligible to vote was ascertained, and proxies were acquired from the corporate records;
   The Chairperson notes that, in accordance with paragraph 3 of the aforementioned Article 135-undecies of the CFA, the shares for which proxy has been delegated, even par- tially, to the Designated Agent, are included for estab- lishing the valid constitution of the Shareholders' Meet- ing, while for the shares in relation to which voting instructions have not been provided regarding the pro- posals on the Agenda, such shall not be included with the calculation of the majorities and of the share capital percentage required to approve the relative motions.
   The Chairperson also declared that there were, therefore, 99 persons entitled to vote by proxy issued to the des- ignated agent, representing 16,606,935 ordinary shares with rights equal to 63.002% of the total number of 26,359,346 ordinary shares constituting the entire share capital.
   The Chairperson notes that the communications from inter- mediaries to allow entitled parties to attend this Meeting through the Designated Agent have been made in accordance with the applicable provisions of law and in compliance with the provisions of the Company's By-Laws.
   The Chairperson therefore declares this Ordinary Share- holders' Meeting properly called and validly constituted in single call in accordance with law and the By-Laws to resolve upon the matters on the Agenda.
   The Chairperson states that in relation to today's Share- holders' Meeting, solicitations for proxy voting were not granted or sought in accordance with Article 136 and sub- sequent of the CFA.
   The Chairperson informs the Meeting that, pursuant to EU
   General Data Protection Regulation 2016/679 ("GDPR") and
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applicable national privacy legislation (Legislative Decree No. 101 of August 10, 2018), the personal data collected are processed and stored by the Company, on electronic and paper media for the purposes of the regular performance of the Meeting and for the proper recording of minutes, as well as for any related corporate and legal obligations.

The Chairperson then declares that:

• the subscribed paid-in share capital as of today's date is Euro 90,964,212.90, represented by 26,359,346 ordinary shares with no par value;
• 800,000 non-listed SPONSOR WARRANTS are in circulation, as reported in the "Share Capital of Avio" document made available to shareholders;
• at April 22, 2024, the Company held 1,091,207 treasury shares, equal to 4.14% of the share capital, for which voting rights are suspended;
• the Company's shares are traded on the Euronext Star Milan, organised and managed by "Borsa Italiana S.p.A.";
  The Chairperson therefore reads out the parties directly or indirectly in possession of a holding of greater than 5% of the subscribed share capital of the Company, rep- resented by shares with voting rights, according to the shareholders' register, supplemented by the communica- tions received in accordance with Article 120, paragraph
  2 of the CFA:
  The Chairperson reminds the meeting that voting rights may not be exercised with regards to shares for which the communication obligations as per paragraphs2 and 4-bis of Article 120 of the CFA have not been fulfilled.
  He also notes that as per Article 1, paragraph 5, of Decree-Law No. 21 of March 15, 2012, converted with amend- ments by Law No. 56 of 2012, in the current text, anybody acquiring a shareholding in companies who are of strategic importance in the national defence and security system - such as the Company - should notify the acquisition within fifteen days to the President of the Council of Ministers, sending simultaneously the necessary information, includ- ing the general description of the acquisition project, of the acquiring entity and its scope of operations, for the relative assessments as per paragraph 3 of the same Article. In the event of the acquisition of shares of a company trading on regulated markets, a notification should be made where the acquiring entity comes to hold, following the acquisition, an investment exceeding the threshold of 3%, and acquisitions which result in the exceeding of the thresholds of 5%, 10%, 15%, 20%, 25% and 50% are subsequently notified. Until the notification and, subsequently, until the conclusion of the deadline for the imposition of conditions or for the exercise of
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the power to oppose, which has a duration of 15 days, without suspensions, the voting right and those concerning content other than equity rights, granted to the shares representing the significant shareholding, are suspended.

The Chairperson asks the Designated Agent if he is aware that any participant from whom he has received a proxy is in a situation of exclusion from voting rights pursuant to current regulations.

The Designated Agent replies in the negative.

Finally, the Chairperson reminds the meeting that the Designated Agent will exercise votes on the basis of the instructions provided by the delegates.

The Chairperson then notes that, with regards to the matters on the Agenda, the requirements as per applicable laws and regulations have been fulfilled.

Specifically, the following documents have been filed at the registered office and are also available on the web- site www.Avio.com and on the "EMARKETSTORAGE" storage mechanism:

• the Illustrative Report of the Board of Directors on the Agenda prepared in accordance with Article 125-ter of the CFA;
• Avio S.p.A's Annual Financial Report, including the financial statements at December 31, 2023, the consoli- dated financial statements at December 31, 2023, the Di- rectors' Report, the 2023 Consolidated Non-Financial Statement prepared pursuant to Legislative Decree No. 254/2016 and the related statement of compliance issued by the independent audit firm; the statements as per Ar- ticle 154-bis, paragraph 5, CFA, together with the reports of the Board of Statutory Auditors and the independent audit firm, with the consolidated financial statements thereby presented;
• Avio S.p.A.'s Annual Financial Report in ESEF format;
• the annual Corporate Governance and Ownership Structure Report, prepared in accordance with Article 123-bis of the CFA;
• the Remuneration policy and report in accordance with Article 123-ter of the CFA;
• the "2024-2026 Performance Share" prospectus, prepared pursuant to Article 114-bis, CFA, Article 84-bis and Annex
  3/A, Schedule 7 of the Consob Issuers' Regulation;
• the "2024-2026 Restricted Share" prospectus, prepared pursuant to Article 114-bis of Legislative Decree No. 58 of February 24, 1998, and Article 84-bis and Annex 3/A, Schedule 7 of the Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments;
• the illustrative report of the Directors prepared in accordance with Article 73 and Annex 3/A, Schedule 4, of
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the Issuers' Regulations.

Finally, the Chairperson communicates that the following documents shall be annexed to the minutes of the Share- holders' Meeting as an integral and substantial part thereof, and shall be made available to those with voting rights:

• the list of attendees at the Shareholders' Meeting, by proxy to the Designated Agent, together with all details required by Consob, with indication of the number of shares for which the communication by the intermediary to the Issuer in accordance with Article 83-sexies of the CFA was made;
• the list of parties expressing, through the Designated Agent, votes in favour, against or abstaining, and the relative number of shares represented.
  The Chairperson outlines, with regard to the right to ask questions before the Shareholders' Meeting provided for by Article 127-ter of the CFA, questions were received from the shareholder "Blockchain Governance S.r.l." on
  April 12, 2024 and that the answers to all questions received in writing before the Shareholders' Meeting were published on the Company's website.
  The Chairperson notes that voting on individual matters on the Agenda shall take place on conclusion of the dis- cussion on the relative matter.
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The Chairperson then moves on to discussion of the first item on the Agenda:

"1. FINANCIAL STATEMENTS AT DECEMBER 31, 2023.

1. APPROVAL OF THE SEPARATE FINANCIAL STATEMENTS AT DE- CEMBER 31, 2023. PRESENTATION OF THE CONSOLIDATED FINAN- CIAL STATEMENTS AT DECEMBER 31, 2023. REPORTS OF THE BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND OF THE IN- DEPENDENT AUDIT FIRM.
2. ALLOCATION OF THE NET PROFIT. RESOLUTIONS THEREON.
3. EXTRAORDINARY DISTRIBUTION OF RESERVES (EXTRAORDINARY DIVIDEND). RESOLUTIONS THEREON.
   The Chairperson informs those present that he will deal with items 1.1, 1.2 and 1.3 jointly and that they will then be put to a vote separately.
   Before outlining the financial statements, the Chairper- son indicates that the independent audit firm Deloitte & Touche S.p.A. expressed an opinion without raising any issues both on the statutory financial statements at De- cember 31, 2023, and on the Company's consolidated finan- cial statements, an opinion on the conformity of the stat- utory and consolidated financial statements with the pro- visions of Delegated Regulation (EU) 2019/815, in addi- tion to an opinion indicating the consistency of the fi- nancial statements with the Directors' Report and the information as per Article 123-bis, paragraph 4 of the CFA, presented in the Corporate Governance and Ownership Structure Report, and the opinion regarding the compli- ance of the Directors' Report with the legal provisions set out by Article 14 of Legislative Decree No. 39/2010, as amended by Legislative Decree No. 135/2016; he also verified approval by the Directors of the Non-Financial Statement as per Legislative Decree No. 254 of December 30, 2016, in addition to the reports issued on March 29, 2024.
   Finally, the independent audit firm "Deloitte & Touche S.p.A." issued, on March 29, 2024, the statement of com- pliance regarding the non-financial report.
   In the absence of objections to the omission of the read- ing of all the documents relating to the matters on the Agenda, the Chairperson limits the reading to motions only, and notes that the same procedure will also apply to all the other matters on the Agenda of today's Meeting. The Chairperson then invites the Chief Financial Officer, Mr. ALESSANDRO AGOSTI, to present the financial state- ments and results for the year.
   Mr. ALESSANDRO AGOSTI takes the floor and proceeds to briefly explain the financial results, and in particular the consolidated financial highlights.

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The Chairperson then submits to the Meeting the following motion on item 1.1 on the Agenda:

"The Ordinary Shareholders' Meeting of Avio S.p.A.:

• having examined the financial statements of Avio S.p.A. at and for the year ended December 31, 2023, accompanied by the Directors' Report, Board of Statutory Auditors' Report, Independent Auditors' Report and additional doc- umentation required by law,

resolves

• to approve the 2023 separate financial statements of
  Avio S.p.A."
  The Chairperson confirms that the legal reserve is fully constituted.
  He then states that the independent audit firm for the audit of the 2023 separate and consolidated financial statements employed 3,167 hours for a fee of Euro 226,302. The Chairperson then grants the floor to the Chairperson of the Board of Statutory Auditors, to read the conclu- sions of the Board of Statutory Auditors' Report on the Company's 2023 financial statements.
  The Chairperson of the Board of Statutory Auditors Mr. VITO DI BATTISTA, announces that the Board of Statutory Auditors, considering the content of the reports prepared by the Independent Audit Firm, noting the statements is- sued jointly by the Chief Executive Officer and by the Executive Officer, expresses a favourable opinion on the approval of the statutory financial statements of Avio at December 31, 2023 and on the proposal to allocate the net profit for the year of Euro 5,708,107.00, drawn up by the Board of Directors, as follows:
• Euro 3,750,000.00 as dividend;
• Euro 1,958,107.00 to retained earnings;

Finally, the Board of Statutory Auditors expresses a favorable opinion on the Board of Directors' proposal to approve the distribution of an extraordinary dividend of Euro 2,250,000.00 from available equity reserves.

He passes the floor back to the Chairperson, who submits for approval the motion proposal he previously read out on the item concerning the approval of Avio S.p.A.'s 2023 financial statements.

Responding to the Chairperson, and with specific regard to the matter being voted on, the Designated Agent reports no situations of exclusion from voting rights, and pursuant to Article 135-undecies of the CFA for the calculation of majorities and in relation to the proposal read, declares that he is in possession of voting instructions for all the shares for which proxy has been granted.

The Chairperson then, there being no changes in attend- ance, calls for a vote.

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The Designated Agent announces the voting:

• in favour: 16,589,922 votes, equal to 99.898% of the voting share capital;
• no votes against;
• abstaining: 17,013 votes, equal to 0.102% of the voting share capital;
• there are no non-voters.

The Chairperson then declares the proposal approved by a clear majority, with the votes declared verbally by the Designated Agent, and that the legal provisions as per Article 8 of the By-Laws have been complied with.

As per Article 134 of the Issuers' Regulation and at the Chairperson's request, the Designated Agent declares that no votes were expressed by the latter in contravention of the instructions received.

The Chairperson then moves on to discussion of item:

1.2 ALLOCATION OF THE NET PROFIT. RESOLUTIONS THEREON."

The Chairperson notes that on March 13, 2024, the Board

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