2026 SHAREHOLDERS’ MEETING

2026 SHAREHOLDERS’ MEETING

The Shareholders’ Meeting of ENAV S.p.A. (“ENAV” or, the “Company”) is convened in an ordinary session, in a single call, at 11:00 a.m., on 14 May 2026 at the Company’s registered office located in Via Salaria 716 – 00138 Rome, to discuss and pass resolutions on the following

 

Agenda:

 

  1. 1. Approval of the financial statements of ENAV S.p.A. as at 31 December 2025, including the reports of the Board of Directors, the Board of Statutory Auditors and of the Independent Auditors; Presentation of the Integrated Annual Report including the Consolidated Financial Statements as at 31 December 2025 and the Consolidated Sustainability Report
  2. 2. Allocation of the profit for the year
  3. 3. Report on remuneration policy and remuneration paid. Binding resolution pursuant to Article 123-ter (3-bis) of Legislative Decree 58/1998
  4. 4. Report on remuneration policy and remuneration paid. Non-binding resolution pursuant to Article 123-ter (6) of Legislative Decree 58/1998
  5. 5. Proposal for the approval, pursuant to Article 114-bis of the Consolidated Law on Finance (TUF), of a short-term incentive plan relating to the grant of rights to receive shares in respect of a deferred portion of the 2026 short-term incentive scheme (“STI”), and of the related Information Document pursuant to Article 84-bis  of the Issuers’ Regulation. Related and consequent resolutions
  6. 6. Proposal for the approval of the 2026-2028 long-term incentive plan (“LTI”) and the related Information Document pursuant to Article 84-bis of the Issuers’ Regulation. Related and consequent resolutions
  7. 7. Determination of the number of Directors
  8. 8. Determination of the term of office of the Directors
  9. 9. Appointment of the Board of Directors
  10. 10. Appointment of the Chair of the Board of Directors
  11. 11. Determination of the remuneration of Directors

 

Information regarding the following:

  • share capital;
  • supplement to the agenda of the Shareholders' Meeting, pursuant to Article126-bis of Legislative Decree No. 58/1998, by 13 April 2026;
  • submission of new proposals for resolutions and/or votes on the items on the agenda of the Shareholders' Meeting, by those entitled to vote at the Shareholders' Meeting, by 29 April 2026;
  • access to the full text of the proposed resolutions, together with the explanatory reports and documents to be submitted to the Shareholders’ Meeting;
  • participation and exercising of voting rights at the Shareholders’ Meeting with record date of 05 May 2026. In this regard, it should be noted that, pursuant to Article 8 of ENAV's Articles of Association and in compliance with Article 135 undecies.1 of Legislative Decree No. 58/1998, as amended (the "TUF"), participation in the Shareholders' Meeting may only take place through the representative designated pursuant to Article 135 undecies of the TUF, i.e. through Computershare S.p.A. (the "Designated Representative"), with registered office at Via Monte Giberto 33, 00138 Rome, in the manner indicated in the full version of the notice of call available on the Company's website (www.enav.it);
  • appointment of the Board of Directors;
  • exercising of the right to submit questions before the Shareholders’ Meeting, by 05 May 2026;
  • organisational aspects relating to the Shareholders’ Meeting;

 

is provided in the full notice of call, the relevant text of which is available at the registered office, on the Company website at www.enav.it, (section “Governance” - “2026 Shareholders’ Meeting”) and on the 1info authorised storage platform (www.1info.it).

In particular, ENAV’s 2025 Annual Financial Report, which includes the draft financial statements for the financial year and the consolidated financial statements as at 31 December 2025, together with the Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors, and the Consolidated Sustainability Report, will be available at the Company’s registered office, on the Company’s website at www.enav.it  (under the section ‘Governance’ – ‘2026 Shareholders’ Meeting’), and on the website of the authorised storage mechanism 1info, operated by Computershare S.p.A., at www.1info.it, from 14 April 2026.

The documentation for the Shareholders’ Meeting, including the reports of the Board of Directors and the resolutions proposed on the items on the agenda, is made available to the public, by the deadlines envisaged by law, in the same way.

 

Chair of the Board of Directors

Attorney Alessandra Bruni 

 

The extract of the notice of call of the Shareholders’ Meeting is available in the present page and will be published by ENAV, on 4 of April 2026, in the newspapers Il Sole 24 Ore

 

 

NOTICE OF CALL EXTRACT NOTICE OF CALL