Appointment of the Board of Statutory Auditors

Appointment of the Board of Statutory Auditors

Pursuant to Article 21 of the Articles of Association, the Shareholders’ Meeting appoints the Board of Statutory Auditors consisting of three standing auditors, from whom the Chairman is elected, as well as two alternate auditors, based on slates listing the candidates in a progressive number not exceeding the number of members to be elected. In accordance with Consob Executive Decision No. 60 of 28 January 2022, only shareholders who alone, or together with other shareholders, represent at least 1% of the share capital, are entitled to submit slates.

The slates – accompanied by the information required under applicable legislation and the required accompanying documentation as provided for by Article 148(2) of the Consolidated Law, as well as Article 144-sexies(4-ter) of the Consob Issuers’ Regulation and Article 21 of the Articles of Association – shall contain the reference "slates for the appointment of the Board of Statutory Auditors" and be filed at the registered office of the Company by registered mail with return receipt or by hand delivery to the following address: ENAV S.p.A. Legal, Corporate Affairs and Governance, Via Salaria, 716,  00138 Rome – Italy, or  sent by certified email at assemblea@pec.enav.it or by email at assemblea@enav.it - at least 25 days prior to the date set for the Shareholders’ Meeting (i.e. by 9 May 2022), together with the additional documentation required by law and current regulations, and shall be made available to the public at the Company’s registered office, on the Company website www.enav.it (“Governance” Section - “Shareholders’ Meeting 2022”) and on the website of the authorised storage platform at www.1info.it by 13 May 2022. The slates must be accompanied by information identifying the shareholders who submitted the slates and indicate the total percentage holding they represent. Ownership of the minimum shareholding for the submission of slates shall be determined on the basis of the shares registered in the name of the shareholder on the day on which the slates are filed with the Company. The certification may also be produced following the filing as long as it is produced by the deadline for the publication of the slates, i.e. by 13 May 2022.

Pursuant to Article 144-sexies(5) of Consob Regulation No. 11971 of 14 May 1999, as subsequently amended (the “Consob Issuers’ Regulation”), if, by the deadline for submitting slates for the Board of Statutory Auditors (i.e. by 9 May 2022) only one slate has been filed, or the only slates submitted are by shareholders who are related to each other pursuant to the applicable provisions, then slates may be submitted up to the third day following said date (i.e. up until 11:59 p.m. on 12 May 2022). Said timeline must be adhered to so that the Company is able to publish the slates filed by the Shareholders by the deadline laid down by Article 144-octies of the Consob Issuers’ Regulation expiring on 13 May 2022; in such case, the above thresholds are reduced by half.

Each shareholder may submit and participate in the submission of only one slate. Their parent companies, subsidiaries or companies subject to common control may not submit, participate in the submission of or vote for other slates, including through a third party or a trust company; subsidiaries are defined as per Article 2359 of the Italian Civil Code and Article 93 of the Consolidated Law in force or as amended or replaced.

It should also be noted that those submitting a “minority slate” are subject to the recommendations made by Consob in its Communication No. DEM/9017893 of 26 February 2009.

The curriculum vitae of each candidate must be submitted together with each slate, upon penalty of inadmissibility, as must the statements with which the individual candidates accept their candidacy and certify, under their own responsibility, that there are no causes for ineligibility or incompatibility, and that they meet the integrity, professionalism and independence requirements as per the applicable laws and any other legal requirement for them to take office.

Given that – pursuant to Article 2400, final paragraph, of the Italian Civil Code – at the time of appointment and prior to accepting the position, the Shareholders’ Meeting must be informed of the administration and control offices held by the Auditors in other companies, the candidates for this position are requested to include a list of offices in their curriculum vitae, and are recommended to ensure said list is kept up to date up until the day of the actual Shareholders’ Meeting.

The slates shall contain two sections: one for candidates for the role of standing auditor and the other for candidates for the role of alternate auditor. At least the first candidates for each section must be registered with the Register of Auditors and have worked as an auditor for no less than three years.

In compliance with current legislation on gender balance, the slates must include – both in the first two places of the slate section relating to standing auditors and in the slate section relating to alternate auditors – candidates of different genders.

Any candidate may only be included on one slate upon penalty of disqualification.

Pursuant to Article 21 of the Articles of Association, the composition of the Board of Statutory Auditors must comply with the applicable laws and regulations regarding gender balance as per Article 148(1-bis) of the Consolidated Law.

Please note that the standing member of the Board of Statutory Auditors appointed by the minority shall be elected by the minority shareholders who – as required by Article 148(2) of the Consolidated Law – must not be connected in any way, not even indirectly, with the shareholders who submitted or voted for the slate that received the highest number of votes. The Chairman of the Board of Statutory Auditors shall be the Statutory Auditor drawn from the minority lists.With regard to anything not expressly indicated in the notice of call, please refer to the reports of the Board of Directors on the items on the agenda of the Shareholders' Meeting, published in the forms and in accordance with the law.

SLATE 1 FOR THE APPOINTMENT OF THE BOARD OF AUDITORS PRESENTED BY THE MINISTRY OF ECONOMY AND FINANCE SLATE 2 FOR THE APPOINTMENT OF THE BOARD OF AUDITORS PRESENTED BY SOME INSTITUTIONAL INVESTORS SLATE 3 FOR THE APPOINTMENT OF THE BOARD OF AUDITORS PRESENTED BY INARCASSA AND FONDAZIONE ENPAM