Audit Report / Information • Mar 31, 2023
Audit Report / Information
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in accordance with Article 153 of Legislative Decree No. 58/1998 and of Article 2429 of the civil
code
with this report, drawn up as per Article 153 of Legislative Decree No. 58 of February 24, 1998 ("CFA") and Article 2429 of the civil code, the Board of Statutory Auditors of Avio S.p.A. ("Avio" or also the "Company") reports on the activities carried out in the year ending December 31, 2022, in compliance with the applicable regulation, taking account also of the conduct rules for the Board of Statutory Auditors of listed companies, recommended, on April 26, 2018, by the Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili), of Consob's provisions concerning corporate controls and the standards and recommendations of the Corporate Governance Code.
In addition, as Avio has adopted a traditional governance model, the Board of Statutory Auditors acts as the "Internal Control and Audit Committee" and, therefore, in this report, account shall also be taken of the specific financial disclosure and audit control and monitoring functions, as per Article 19 of Legislative Decree No. 39 of January 27, 2019, as amended by Legislative Decree No. 135 of July 17, 2016.
The current Board of Statutory Auditors was appointed on May 6, 2020 by the Shareholders' Meeting of Avio, with its mandate concluding on the approval of the 2022 Annual Accounts. In 2022, the Board of Statutory Auditors undertook the activities within its scope, holding eighteen meetings. In the same year, the Board of Statutory Auditors, in addition, participated at ten meetings of the Board of Directors, seven meetings of the Control and Risks Committee, seven meetings of the Appointments and Remuneration Committee, in addition to three meetings of the Sustainability Committee.
During the year, the Board of Statutory Auditors also met the Supervisory Board as per Legislative Decree No. 231 of 2001 to reciprocally exchange information.

The supervisory duties of the Board of Statutory Auditors are governed by Article 2403 of the civil code, by Legislative Decree No. 58 of 1998 and by Legislative Decree No. 39 of 2010. The Board of Statutory Auditors took into account the amendments made to Legislative Decree No. 39 of 2010, implementing Directive 2014/56/EU, by Legislative Decree No. 135 of 2016 and the regulations contained in European Regulation 537/2014.
On the activities undertaken during the year, as per Consob's indications of Communication DEM/1025564 of April 6, 2001, as amended and supplemented by Communication DEM/3021582 of April 4, 2003, and subsequently by Communication DEM/6031329 of April 7, 2006, the Board undertook the duties outlined below.
The Board of Statutory Auditors periodically received from the Directors, also through attending the meetings of the Board of Directors and of the internal board committees, information on the activities carried out and on the main economic, financial and equity transactions approved and executed in the year, in addition to, in accordance with Article 150 of the CFA, paragraph 1, those undertaken by the subsidiaries. Based on the information available, the Board can reasonably state that these transactions were in compliance with law and the corporate objectives and were not imprudent, reckless, contrary to resolutions of the Shareholders' Meetings or such as to compromise the integrity of the company's assets.
In addition, the transactions potentially presenting a conflict of interests were approved in compliance with law, the regulatory provisions and the By-Laws.
The main events in the year, which the Board of Statutory Auditors highlight in view of their significance, were as follows:

With reference to the COVID-19 pandemic, the Company maintained the measures to combat the spread of the virus, through the adoption of internal procedures and the implementation of the safeguards required by the applicable rules.
With reference to the calls for attention published by Consob on March 18, 2022 and May 19, 2022, addressed to listed issuers and concerning the impact of the war in Ukraine on inside information and financial reporting, the Board of Statutory Auditors highlights the following:


In the Annual Financial Report, among the Subsequent events, the company points out that:
The Board of Statutory Auditors obtained information and verified the adequacy of the organisational structure, compliance with correct administrative principles, the adequacy of the Company's instructions to its subsidiaries in accordance with Article 114, paragraph 2 of the CFA, through the obtaining of information from the Boards of Statutory Auditors and/or the Board of Directors of the Italian subsidiaries, from the persons responsible for the various departments and meetings with the auditing firm for the reciprocal exchange of data and relevant information.
During the year, the company introduced various provisions to implement measures introduced by Regulations, the Oversight Authorities, in addition to the Corporate Governance Code.

The information flows received from the Boards of Statutory Auditors and/or the boards of directors of the subsidiaries did not reveal any criticalities.
The Directors' Report, the information received during the meetings of the Board of Directors and that received from the Chief Executive Officer, senior management, the Boards of Statutory Auditors and/or the Board of Directors of the subsidiaries and from the independent audit firm do not indicate the existence of atypical and/or unusual transactions with Group companies, with third parties or with related parties.
Finally, the Board of Statutory Auditors verified, also through participation at the meetings of the Appointments and Remuneration Committee, the company processes undertaken to establish the remuneration policies of the company, with particular regards to the remuneration criteria of the Chief Executive Officer and of the Senior Executives.
The Company's Internal Audit function which, with the favourable opinion of the Board of Statutory Auditors, is outsourced to a specialised company, operates on the basis of a multi-year plan, reviewed annually, which defines activities and processes to be audited with a view to a risk-based approach. The plan is approved by the Board of Directors, following the approval of the Control and Risks Committee and consultation with the Board of Statutory Auditors.
The activities carried out by Internal Audit during the year substantially covered the planned scope of activities. These activities did not indicate significant criticalities, although highlighting areas for improvement, carefully monitored, to be implemented however in the current year.
The Board of Statutory Auditors monitored the adequacy of the internal control and risk management systems through:

In undertaking its control activities, the Board of Statutory Auditors began the analysis on the operating, accounting, economic and financial effects from the above premature conclusion of the Vega VV22 launch mission and the management by the company and the consequent economicfinancial, reputational and operative impacts.
In general, although particularly for these analyses, the Board of Statutory Auditors coordinates its activities through ongoing liaising with the Control and Risks Committee, the Internal Audit and Risk Management functions, and the top operations sector managers.
On the basis of the activities carried out, the information acquired and the content of the Internal Audit function's report, the Board of Statutory Auditors considers that no criticalities exist which may affect the control and risk management systems structure.
The Board of Statutory Auditors monitored the process and controlled the efficacy of the internal control and risk management systems as regarding financial disclosure.

The Board of Statutory Auditors periodically met the Exccutive responsible for the preparation of the corporate accounting documents to exchange information on the administrative-accounting system, while also considering the reliability of this latter to correctly present operating events.
The Board of Directors on February 21, 2023 approved the impairment test procedure drawn up according to IAS 36, governing the methods to verify the recoverability of Avio Group's assets and on March 13, 2023 approved the results of applying the same procedure, also with the support of an independent advisor, to the relative items of the 2022 financial statements.
The Board supervised (i) on the adoption by the Board of Directors of the procedure and, subsequently (ii) the outcome of the checks made by management, with the support of an independent advisor, which confirms the recoverability of the assets subject to the impairment test.
The Board of Statutory Auditors also reviewed the declaration of the Chief Executive Officer and the Executive Officer for Financial Reporting, prepared on March 13, 2023, in accordance with the provisions contained in Paragraph 5 and Paragraph 5-bis of Article 154-bis of the CFA, in accordance with the model set forth in Article 81-ter of Consob Regulation No. 11971 of May 14, 1999, as subsequently amended and supplemented.
The Board of Statutory Auditors did not highlight any deficiencies which may affect the opinion of adequacy and effective application of the administrative-accounting procedures.
The Independent Audit Firm managers, in the periodic meetings with the Board of Statutory Auditors, did not indicate critical situations which may affect the internal control system in terms of administrative and accounting procedures.
Intercompany or related party transactions are disclosed in the notes to the consolidated financial statements, § 7 Related Party Transactions, as well as in the notes to the financial statements, § 6 Related Party Transactions.
The related parties of the Companies are identified on the basis of IAS 24 - Related Party Disclosures, applicable from January 1, 2011, and are generally the parent companies, companies with a connection with the Avio Group and its subsidiaries as defined by the applicable rules, companies controlled but not consolidated within the Avio Group, associates and jointly-controlled companies of the Avio Group and other investee companies.

The Board of Statutory Auditors supervised the compliance of the Related Party Transactions Policy ("RPT Policy") with the applicable regulation and its adjustment to the relative rules.
In accordance with Article 19 of Legislative Decree No. 39 of 2010, the Board of Statutory Auditors is identified as the Internal Control and Audit Committee and carried out the required oversight activities upon the legally required audit of the statutory annual accounts and of the consolidated accounts.
The Board of Statutory Auditors periodically met with the Independent Audit Firm Deloitte & Touche, also as per Article 150, paragraph 3, of the CFA for the exchange of reciprocal information. At these meetings, the Independent Audit Firm did not indicate any facts or events requiring indication or irregularities requiring specific reporting as per Article 155, paragraph 2, of the CFA.
For its supervision of the financial statements, the Board of Statutory Auditors periodically met with the independent audit firm to review the results from the auditing of the proper maintenance of accounting records, to review Avio and Group 2022 Audit Plan and for the state of advancement of the Audit Plan.
The Board of Statutory Auditors and the independent audit firm also maintained continuous information exchanges. In particular, the Board of Statutory Auditors:
The Board of Statutory Auditors has (i) analysed the work carried out by the Independent Auditors, and in particular, the methodological framework, the audit approach used for the various significant areas of the financial statements and the planning of the audit work and (ii) shared with the Independent Auditors the issues related to corporate risks, thus being able to appreciate the adequacy of the response planned by the auditor with the structural and risk profiles of the Company and the Group; (iii) carried out adequate in-depth analysis of the Audit Quality Indicators.
The draft financial statements at December 31, 2022, accompanied by the Directors' Report prepared by the Directors, in addition to the indicated statement of the Chief Executive Officer and of the Executive Officer, were approved by the Board of Directors at the meeting of March 13, 2023 and

simultaneously made available to the Board of Statutory Auditors in view of the Shareholders' Meeting called for April 28, 2023.
On the same date of March 13, 2023, Avio's Board of Directors also took note of the consolidated financial statements, as prepared, pursuant to Article 154-bis of the CFA, by the same Executive, which were also the subject of the same statement, and similarly made them available to the Board of Statutory Auditors.
Avio's financial statements report a net loss of Euro 1,894,796.
As highlighted in the Directors' Report, the following non-recurring events occurred during the year:
This Report, through the reconciliation of EBIT, Adjusted EBIT and Adjusted EBITDA, shows that the EBITDA performance was affected by total nonrecurring costs of Euro 6.4 million, which consist, in particular, of extra costs related to the activities of the maiden launch campaign in 2022 of the new Vega C launcher and which benefit, however, from a positive one-time contribution of Euro 3.2 million Euro resulting from the offsetting of:

On March 31, 2023, the independent auditors issued, pursuant to Article 14 of Legislative Decree No. 39 of 2010 and Article 10 of Regulation (EU) No. 537/2014, the audit reports on the financial statements and consolidated financial statements of the Avio Group for the year ended December 31, 2022, prepared in accordance with International Financial Reporting Standards - IFRS adopted by the European Union, in addition to the implementing provision of Article 9 of Legs. Decree No. 38 of 2005.
The independent audit firm highlighted the following key aspects of the audit:
and also highlighted the relevant audit procedures carried out.
Regarding opinions and certifications, the independent audit firm in its audit reports on the annual financial statements and consolidated financial statements has:

On March 31, 2023, the Independent Audit Firm also presented to the Board of Statutory Auditors the additional report required by Article 11 of Regulation EC No. 537/2014 and which did not indicate significant deficiencies in the internal control system with regards to the financial disclosure process requiring the attention of Internal Control and Audit Committee. The Board of Statutory Auditors will inform the Board of Directors on the results of the audit, transmitting for this purpose the additional report pursuant to Article 11 of the European Regulation 537/2014, accompanied by any observations, pursuant to Article 19 of Legislative Decree 39 of 2010.
The Independent Audit Firm presented to the Board of Statutory Auditors the statement regarding its independence, as required by Article 6 of Regulation (EC) 537/2014, indicating no situations which may compromise such.
During 2022, the independent audit firm performed the tasks described in § 9 of the notes to the consolidated financial statements and § 8 of the notes to the annual financial statements, as required by Article 149-duodecies of the Issuers' Regulation.
In exercising its functions, the Board of Statutory Auditors, as required by Article 2403 of the civil code and Article 149 of the CFA, oversaw the methods for the concrete implementation of the corporate governance rules set out in the conduct codes with which Avio complies. The company complies with the Corporate Governance Code prepared by the Corporate Governance Committee and in accordance with Article 123-bis of the CFA the "Corporate Governance and Ownership Structure Report", in which information is provided upon:

The Board of Directors approved the "Corporate Governance and Ownership Structure Report" on March 13, 2023.
The Board of Statutory Auditors proceeded to verify the correct application of the assessment criteria and procedures adopted by the Board of Directors to assess the independence of its members, based also on the qualitative and quantitative criteria previously defined by the Board of Directors pursuant to Recommendation 7, first paragraph, letters c) and d), contained in Article 2 of the Corporate Governance Code.
The Board of Directors conducted, with the support of an external consulting firm, an evaluation of its operation, the results of which were discussed at the September 9, 2022 meeting and are described in the above Report.
The Board of Statutory Auditors verified the company processes undertaken to establish the remuneration policies of the company, with particular regards to the remuneration criteria of the Chief Executive Officer and of the Senior Executives, where required by law, their opinion.
In 2022, the Board of Statutory Auditors did not receive any notices as per Article 2408 of the civil code, nor received petitions from third parties.
The Board of Statutory Auditors also issued the opinions required by current legislation.
In the course of the activities carried out and based on the information obtained, no significant omissions, matters, irregularities or circumstances that would require reporting to the Supervisory Authority or mention in the present report were noted.
The Board of Statutory Auditors, in undertaking its duties, oversaw compliance with the provisions of Legislative Decree No. 254 of December 30, 2016 and of the Consob Regulation implementing the Decree adopted with motion No. 20267 of January 18, 2018, with particular regard to the preparation processing content of the Non-Financial Report ("NFR") prepared by Avio.

The NFD, approved at the March 13, 2023 Board of Directors meeting, is integrated into the Annual Financial Report for the first year as a separate section of the Directors' Report at December 31, 2022.
The Independent Audit Firm appointed to carry out a review of the NFR in accordance with Article 3, paragraph 10 of Legislative Decree No. 254of 2016, in its report issued on March 31, 2023 did not indicate any matters suggesting that the NFR of the Avio Group for the year ended December 31, 2022 had not been prepared, with regards to all significant aspects, in compliance with Articles 3 and 4 of Legislative Decree 254 of 2016 and by the Global Reporting Initiative Sustainability Reporting Standards.
The Board of Statutory Auditors has obtained, also by attending the meetings of the Sustainability Committee, periodic updates on the preparatory activities for drawing up the NFR and, within the scope of its activities, has not become aware of any violations of the related regulatory provisions.
Pursuant to Rule Q.1.1 of the Rules of Conduct for the Board of Statutory Auditors of Listed Companies, the Board of Statutory Auditors was evaluated by an external consulting firm, the results of which were presented to the Board of Directors at its meeting on November 7, 2022, and reported within the "Corporate Governance and Ownership Structure Report."
The Board of Statutory Auditors decided to prepare, consistent with the aforementioned Rules of Conduct for the Board of Statutory Auditors of Listed Companies recommended by the Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili), its own guidelines on the composition and remuneration of the new Board of Statutory Auditors.
The document was made available to the public on March 9, 2023, on the Investor Relations section of the company's website.
Taking account of that outlined above, the Board of Statutory Auditors, considering the content of the reports prepared by the Independent Audit Firm, noting the statements issued jointly by the Chief Executive Officer and by the Executive Officer, expresses a favourable opinion on the approval of the statutory financial statements of Avio at December 31, 2022 and on the proposal to carry forward the loss for the year of Euro 1,894,796.

Finally, we would like to remind you that, with the approval of the financial statements for the year 2022, the term of office of this Board of Statutory Auditors ends and that the Shareholders' Meeting, called for such approval, is also called to appoint the Board of Statutory Auditors for the next three fiscal years and to determine its remuneration.
Rome, March 31, 2023
The Board of Statutory Auditors
Chairperson)
Mario M., Busso A
(Statutory Auditor)
Michela Zeme (Statutory Auditor)

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