Re-establishment of the authorised number of members of the Board of Directors with the appointment of a director and appointment of the Chairman of the Board of Directors

Re-establishment of the authorised number of members of the Board of Directors with the appointment of a director and appointment of the Chairman of the Board of Directors

Establishment of the Board of Directors

Concerning the re-establishment of the authorised number of members of the Board of Directors with the appointment of a director, it is recalled that pursuant to Article 11-bis.3, last sentence, of the Articles of Association, the slate vote procedure is applied only in the event of the election of the entire Board of Directors and, therefore, does not apply to the appointment of a member of the Board of Directors. The Shareholders’ Meeting therefore resolves on this item with the majorities required by law so as to ensure the presence of the necessary number of directors meeting the independence requirements established by law, as well as compliance with current legislation on gender balance; requirements that, moreover, are met by the current composition of the Board of Directors of ENAV. It should also be noted that the directors of ENAV must meet the requirements prescribed for the office by applicable legislation and by the Articles of Association, with particular reference to Article 11-bis.1 of the Articles of Association and to Article 147- quinquies of the Consolidated Law In the formulation of the candidacies, shareholders are also invited to take account of the “ Position of the Board of Directors regarding the maximum number of offices that can be held by the directors of ENAV S.p.A. ”, approved by the Company’s Board of Directors pursuant to Application Criterion 1.C.3 of the Corporate Governance Code for listed companies and to the Articles of Association, and published on the Company website ( www.enav.it ).

 

Without prejudice to the right to submit candidacies at the Meeting, and in order to facilitate the Meeting’s business, shareholders are kindly invited to notify the Company and the public, in good time, of any nominations they intend to submit to the Shareholders’ Meeting, accompanied by a curriculum vitae, as well as statements from the candidates accepting their candidacy and attesting, under their responsibility, the absence of causes of ineligibility and incompatibility and that they meet the requirements prescribed for the office by applicable legislation and by the Articles of Association.

 

Concerning the appointment of the Chairman of the Board of Directors, shareholders are called upon to confirm the appointment of the Chairman of the Board of Directors as resolved upon by the Board of Directors on 8 November 2018 or to appoint from among the Directors the Chairman of the Board of Directors, on the basis of the proposals that may be submitted by the shareholders also at the Meeting, taking into account the composition of the Board of Directors.

 

For further information on the re-establishment of the authorised number of members of the Board of Directors with the appointment of a director and on the appointment of the Chairman of the Board of Directors, please refer to the explanatory reports of the Board of Directors regarding these items on the agenda that will be made available pursuant to the terms and means set forth under applicable laws.