Exercising voting rights by proxy through the Designated Representative

Exercising voting rights by proxy through the Designated Representative

Pursuant to Art. 106, paragraph 4 of Legislative Decree 17 March 2020 (“Cure Italy Decree”) converted by Law no. 27/2020, as  extended by Art. 3, paragraph 10-undiecies Law Decree 29 December 2022, no. 198, converted with amendments by Law 24 February 2023, n. 14, the intervention of shareholders in the Shareholders’ Meeting is allowed exclusively through the company, Computershare S.p.A., which has its registered office in Via Monte Giberto 33, 00138 Rome, as Designated Representative.

In particular, those who are entitled to vote may participate in the Shareholders’ Meeting by conferring on the Designated Representative, pursuant to Art. 135-undecies of the Consolidated Law, a proxy with voting instructions on all or some of the items on the agenda. The proxy shall be effective only for proposals in relation to which voting instructions have been provided. The proxy shall be conferred by signing the Appointed Representative proxy form, which must be sent, together with a copy of the identity document of the delegating shareholder or, where the latter is a legal person, with documentation demonstrating the authority to confer a proxy, by means of the electronic submission procedure using a specific web application, prepared and managed directly by Computershare S.p.A., which can be used for the guided filing of the Appointed Representative proxy form or, alternatively, to the certified e-mail of the Designated Representative at ufficioroma@pecserviziotitoli.it by the second trading day prior to the date set for the Meeting, and therefore by 26 April 2023. The conferment of the proxy shall be free of charge for the delegating shareholder, excluding costs for transmission of the original of the proxy which, together with the voting instructions and a copy of the related documentation, must be sent to Computershare S.p.A. (Ref. “Proxy ENAV S.p.A. Shareholders’ Meeting”), Via Monte Giberto 33, 00138 Rome. The proxy and the voting instructions may be revoked at any time prior to the above deadline, in other words by 26 April 2023. The shares for which the proxy is conferred, even partially, are calculated for the purpose of constituting the quorum of the Meeting. The shares will not be taken into account for the purpose of calculating the majority and the share of capital required to approve resolutions for proposals for which no voting instructions have been given.

Without prejudice to the requirement to confer proxies on the Designated Representative – as required pursuant to Art. 106, paragraph 4, of the Cura Italia Decree - proxies or sub-proxies may also be granted pursuant to Art. 135-novies of the Consolidated Law, also in derogation of the provisions of Art. 135-undecies, paragraph 4, of the Consolidated Law.

For the purposes of any such proxies, it is still possible to use the proxy form available on the Company’s website, as indicated above. The proxy/sub-proxy, completed in its entirety and drawn up in legible and duly signed form, can be sent directly to Computershare S.p.A. at the certified e-mail address ufficioroma@pecserviziotitoli.it or transmitted to the Company electronically, using the specific “electronic notification of proxy” page of the Company’s website by 12 noon on 27 April 2023. The shareholder’s representative certifies under its own responsibility the conformity of the proxy/sub-proxy to the original and the identity of the shareholder. The proxy can be conferred with an electronic document signed electronically pursuant to Art. 21, paragraph 2, of Legislative Decree 82/2005. Bearing in mind that proxies that are illegible will be considered to have not been received and therefore will not be accepted, please indicate in the message accompanying the proxy/sub-proxy a telephone number or e-mail address of the sender.

The Designated Representative will be available to provide to the shareholders any information and clarification needed at +390645417428 as well as at the e-mail address ufficiorm@computershare.it.