Appointment of the Board of Directors

Appointment of the Board of Directors

Pursuant to Article 11-bis(3) of the Articles of Association, the Board of Directors is appointed by the Shareholders’ Meeting based on slates presented by the shareholders in which the candidates are listed using consecutive numbers.

As per Executive Determination No. 155 of 27 January 2026 of the Head of the Corporate Governance Division of CONSOB, only Shareholders who (individually or jointly with other Shareholders) represent at least 1% of the share capital shall be entitled to submit slates. 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 relevant certification may also be presented after filing the slate as long as it is presented before the deadline for the publication of the slates, i.e. by 23 April 2026.

Slates must contain the reference “Slates for the Appointment of the Board of Directors”, be accompanied by the necessary information and documentation, and be filed at the Company’s registered office by registered mail with acknowledgement of receipt, or delivered by hand at the following address:  ENAV S.p.A. - Corporate Affairs and Governance - Via Salaria, 716 00138 – Rome, or sent by certified e-mail to assemblea@pec.enav.it or a by e-mail to the address assemblea@enav.it, at least twenty-five days prior to the date set for the Shareholders’ Meeting, and therefore no later than 19 April 2026.

Slates shall be made available to the public at the Company’s registered office, on the Company website www.enav.it (under “Governance”, “Shareholders Meeting 2026”) and on the website of the authorised storage mechanism at www.1info.it, by 23 April 2026.

The slates must be accompanied by information identifying the shareholders who presented them and indicate the total percentage holding they represent.

Each shareholder may present 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 being indicated under Article 2359 of the Italian Civil Code and Article 93 of the TUF in force or as amended or replaced.

Please note that those submitting a “minority slate” should refer to the recommendations made by Consob in its Communication No. DEM/9017893 dated 26 February 2009, which states, inter alia, that slates must be filed together with a statement affirming the absence of any relationship of direct or indirect affiliation – as referred to in Article 147-ter(3) of the TUF and Article 144-quinquies of the Issuers Regulation adopted by way of Resolution 11971 of 14 May 1999 – with shareholders who hold, individually or jointly, a controlling or relative majority interest. In this regard, on the basis of the notices referred to in Article 120 of the TUF and the information in the register of shareholders, the controlling shareholder of ENAV, with an interest of 53.28%, is the Ministry of Economy and Finance.

Each candidate may stand on only one slate, failing which he or she shall be ineligible for election.

Candidates for the office of director must fulfil the professionalism and integrity requirements, including the absence of causes of ineligibility and incompatibility set out under current legislation and by Article 11-bis of the Articles of Association.

The slates shall be accompanied, upon penalty of inadmissibility, by the curriculum vitae of the candidates indicating their professional qualifications and the statements with which the individual candidates accept their candidacy and attest, under their responsibility, the absence of causes of ineligibility and incompatibility and that they meet the integrity requirements and whether they also meet the independence requirements provided for by the Articles of Association and applicable legislation.

As per Recommendation 23 of the Corporate Governance Code for Listed Companies, approved by the Corporate Governance Committee in January 2020 (the “Corporate Governance Code”), and in light of the results of the self-assessment exercise of the Board and its committees, the Board of Directors approved a document to be addressed to Shareholders containing guidelines on the optimal qualitative and quantitative composition of ENAV’s Board of Directors in view of the upcoming renewal of the Board. Said document may be consulted on the Company website under “Governance”.

By resolution as updated on 31 July 2025, the Board of Directors adopted a policy on diversity within the management and supervisory bodies, setting out the criteria for an optimal composition of the management body and the supervisory body, with a view to the most effective performance of the duties and responsibilities assigned to them by law and by the Company’s Articles of Association.

That policy is published in the “Governance” section of the Company’s website. As regards the appointment of directors, its contents are aligned with the guidance recommended by the Corporate Governance Code, and reference should be made to it for further indications concerning the appropriate diversity of gender, experience, expertise and professional backgrounds among ENAV’s directors.

Each slate must include at least two candidates who meet the independence requirements established for the statutory auditors of listed companies pursuant to Article 148(3) of the Consolidated Law, as referred to in Article 147-ter (4) thereof; these candidates must be stated separately, placing one of them in first place. With regard to the fulfilment of independence requirements, Shareholders are also asked to consider the independence requirements laid down in Recommendation 7 of the Corporate Governance Code. In this respect, it should be noted that, on 18 February 2021, as subsequently amended and supplemented on 17 March 2025, the Board of Directors adopted a policy on independence assessments, which also includes the quantitative and qualitative criteria for assessing the significance of any commercial, financial or professional relationships and any additional remuneration referred to in Recommendation 7, letters c) and d) of the Corporate Governance Code.

Pursuant to Article 11.1 of the Articles of Association, the composition of the ENAV Board of Directors must comply with the applicable laws and regulations regarding gender ratios as per Article 147-ter (1-ter) of the TUF. These provisions reserve at least two-fifths of the positions of director to the less represented gender. In this regard, taking account of Article 11-bis.3 of the Articles of Association, shareholders who intend to submit a slate containing a number of candidates equal to or greater than three, shall include in the slate a number of candidates of the less represented gender equal to at least two-fifths of the candidates, rounded up where possible and, therefore, except in the case of slates consisting of only three names, in accordance with Consob Communication 1 of 30 January 2020 regarding the interpretation of the allocation criterion set out in Article 144-undecies.1 of the Issuers Regulation, ensuring that at least one of the candidates of the less represented gender is listed in the first two places on the slate.

For further information on the appointment of the Board of Directors, Shareholders are referred to the explanatory report drawn up by the Board of Directors on the relevant item on the agenda.