Pursuant to Article 21 of the Articles of Association, the Shareholders' Meeting appoints the Board of Statutory Auditors consisting of three standing auditors, from among whom the Shareholders’ Meeting elects the Chair, and two alternate auditors, on the basis of lists in which the candidates are listed by a progressive number and must not exceed the number of members to be elected. According to Consob Executive Determination no.123 of 28 January 2025, only shareholders who alone or together with other shareholders represent at least 1% of the share capital have the right to present lists.
The lists, accompanied by the information required by the relevant regulations, as well as the documentation required to accompany them, in accordance with the provisions of Article 148, paragraph 2, T.U.F., as well as Article144-sexies, paragraph4-ter, of the Consob Issuers' Regulations and Article 21 of the Articles of Association, must contain the reference "lists for the appointment of the Board of Statutory Auditors" and must be filed at the Company's registered office by registered mail with return receipt or delivered by hand to the following address: ENAV S.p.A. - Legal, Corporate Affairs and Governance - Via Salaria, 716, 00138 – Rome, or sent by certified e-mail to assemblea@pec.enav.it or 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 3 May 2025, together with the additional documentation required by law and regulations in force, and will be made available to the public at the Company's registered office, on the Company's website www.enav.it (Section "Governance", "Shareholders' Meeting 2025") and on the website of the authorised storage mechanism at www.1info.it, no later than 7 May 2025. The lists must be accompanied by information identifying the shareholders who presented them and indicate the total percentage holding they represent. Ownership of the minimum shareholding for the submission of lists shall be determined on the basis of the shares registered in the name of the shareholder on the day on which the lists are filed with the Company. The relevant certification may also be presented after filing the list as long as it is presented before the deadline for the publication of the lists, i.e. by 7 May 2025.
Pursuant to Article144-sexies, paragraph 5, of Consob Regulation no. 11971 of 14 May 1999 as amended (the “Consob Issuers' Regulation”), in the event that only one list, or only lists submitted by shareholders who are connected with each other pursuant to the applicable provisions, have been filed by the deadline for submitting lists for the Board of Statutory Auditors (i.e. by 3 May 2025), lists may be submitted until the third day following that date (i.e. until 11.59 p.m. on 7 May 2025). Compliance with the aforementioned timetable is necessary in order to allow the Company to publish the lists deposited by the Shareholders within the deadline set forth in Article144-octies of the Consob Issuers' Regulations, which expires on 7 May 2025; in this case, the thresholds set forth above are reduced by half.
Each shareholder may present and participate in the submission of only one list. Their parent companies, subsidiaries or companies subject to common control may not submit, participate in the submission of or vote for other lists, 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.
It should also be noted that those submitting a “minority list” are the recipients of the recommendations made by Consob in Communication no. DEM/9017893 of 26 February 2009.
The curriculum vitae of each candidate must be submitted together with each list, 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 and any other requirements set forth by the law concerning the appointment.
Bearing in mind that, pursuant to Article 2400, last paragraph, of the Italian Civil Code, at the time of appointment and prior to acceptance of the position, the Shareholders' Meeting must be informed of any administration and control positions held by the Statutory Auditors in other companies, candidates for this position are invited to include a list of said positions in their curriculum vitae, which must be updated until the day of the actual Shareholders' Meeting.
The lists shall contain two sections: one for candidates for the office of standing auditor and the other for candidates for the office 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.
Pursuant to the applicable laws regarding gender balance, the lists must include candidates of a different gender for the first two positions in the section of the list referring to standing auditors, and in the section of the list referring to alternate auditors.
Each candidate may be present in one list; otherwise they shall no longer be eligible for election.
Pursuant to Article 21 of the Articles of Association, the composition of the Board of Statutory Auditors ensures compliance with the provisions of current legislation on gender balance, as per Article 148, paragraph 1-bis of the TUF.
Please note that the standing member of the Board of Statutory Auditors appointed by the minority will be elected by the minority shareholders who – as required by Article 148, paragraph 2, TUF – are not connected in any way, not even indirectly, with the shareholders who submitted or voted for the list that ranked first in terms of number of votes. The Chair of the Board of Statutory Auditors will be the Statutory Auditor drawn from the minority lists.
For anything not expressly indicated in the Notice, please refer to the reports of the Board of Directors on the items on the agenda of the Shareholders' Meeting, published in the form and manner prescribed by law.