Avio — AGM Information 2020

May 6, 2020

Informazione Regolamentata n. 1771-72-2020		Data/Ora Ricezione 06 Maggio 2020 15:13:16	MTA - Star
Societa'	:	Avio Spa
Identificativo Informazione Regolamentata	:	131919
Nome utilizzatore	:	AVION04 - Spaziani
Tipologia	:	3.1; 1.1
Data/Ora Ricezione	:	06 Maggio 2020 15:13:16
Data/Ora Inizio Diffusione presunta	:	06 Maggio 2020 15:13:18
Oggetto	:	APPOINTMENT OF CORPORATE BODIES	AVIO 2020 SHAREHOLDERS' MEETING -
Testo del comunicato

Vedi allegato.

GENERAL ORDINARY SHAREHOLDERS' MEETING OF AVIO S.P.A. – 6 MAY 2020 APPROVAL OF 2019 RESULTS AND APPOINTMENT OF THE CORPORATE BODIES

Rome, 6 May 2020 – The Shareholders' Meeting of Avio S.p.A. (below "Avio" or the "Company"), listed on the MTA/STAR segment of the Italian Stock Exchange, has been held today chaired by Mr. Roberto Italia. The ordinary Shareholders' Meeting has deliberated as follows.

1) APPROVAL OF THE 2019 ANNUAL REPORT AND ALLOCATION OF THE NET RESULT TO RETAINED EARNINGS

The Shareholders' Meeting has approved the 2019 annual report, which registered a net result of Euro 28,560 thousands entirely allocated to retained earnings. The Shareholders' Meeting has therefore approved the proposal of the Board of Directors not to distribute a dividend.

The Assembly has also acknowledged the 2019 Avio consolidated financial statements and the Avio 2019 consolidated Non-financial statement in compliance with art. 4 of D.Lgs. n. 254 2016.

2) APPROVAL OF THE REMUNERATION POLICY

The Shareholders' Meeting has approved all of the sections of the Remuneration Report, drawn up pursuant art. 123-ter of the Consolidated Law on Finance ("Testo Unico della Finanza") and art. 84-quater of the Consob Issuers Regulation. In particular:

2.1 First section: remuneration policy – binding vote;

2.2 Second section: report on paid compensation – non binding vote.

3) NOMINATION OF THE BOARD OF DIRECTORS AND RELATED DELIBERATIONS

3.1. Resolution on the number of the members of the Board of Directors

The Assembly has approved the proposal by the Board of Directors to increase the number of board members from 9 to 11.

3.2. Resolution on the duration of the appointment for the Board of Directors

The Assembly has approved the proposal by the Board of Directors for an appointment of 3 years, for the years 2020-22, until the approval of the 2022 Annual Report.

3.3. Appointment of the members of the Board of Directors

The assembly has elected the following candidates who will take the role for the years 2020- 2022:

• 1. Roberto Italia List N.1 presented by the exiting Board of Directors;
• 1. Giulio Ranzo List N.1 presented by the exiting Board of Directors;
• 1. Elena Pisonero (independent) List N.1 presented by the exiting Board of Directors;
• 1. Luigi Pasquali List N.1 presented by the exiting Board of Directors;
• 1. Donatella Sciuto (independent) List N.1 presented by the exiting Board of Directors;
• 1. Giovanni Gorno Tempini (independent) List N.1 presented by the exiting Board of Directors;
• 1. Monica Auteri (independent) List N.1 presented by the exiting Board of Directors;
• 1. Letizia Colucci- List N.1 presented by the exiting Board of Directors;
• 1. Raffaele Cappiello (independent) List N.2 presented by some minority shareholders depositing collectively 5,39% of the voting rights;
• 1. Donatella Isaia (independent) List N.2 presented by some minority shareholders depositing collectively 5,39% of the voting rights;
• 1. Stefano Pareglio (independent) List N.2 presented by some minority shareholders depositing collectively 5,39% of the voting rights.

The curricula vitae of the Board Members are available on the website www.avio.com - Corporate Governance section – Shareholders' Meeting

3.4 Resolution on the compensation of the members of the Board of Directors

The Assembly has decided the following gross annual compensation, for the whole period, to the Board Members, as follows:

• Euro 120.000 to the Chairman of the Board of Directors;
• Euro 35.000 to the other Board Members

not considering the refund of the expenses incurred in performing their duties as Directors and the additional compensation due to the additional offices and assignments decided by the Board of Directors following art. 2389, subparagraph 3 of the Italian civil code.

4) APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS FOR THE YEARS 2020- 2022 AND RELATED DELIBERATIONS

4.1 Nomination of 3 effective statutory auditors and 2 non-effective statutory auditors

The Assembly has elected as members of the Board of Statutory Auditors which will be in charge for the years 2020-22, until the approval of the 2022 Annual Report, the following candidates:

1) Effectives:

1. Mario Matteo Busso – List N. 1 – presented by the shareholder Leonardo S.p.A. depositing in total the 25,88% of the voting rights;

2. Michela Zeme – List N. 1 – presented by the shareholder Leonardo S.p.A. depositing in total the 25,88% of the voting rights;

3. Vito di Battista –List N. 2 – presented by some minority shareholders depositing collectively 5,39% of the voting rights;

2) Non-effectives:

1. Sara Fornasiero – List N. 1 – presented by the shareholder Leonardo S.p.A. depositing in total the 25,88% of the voting rights;

2. Roberto Cassader – lista N. 2 - presented by some minority shareholders depositing collectively 5,39% of the voting rights.

The curricula vitae of the members of the Board of Auditors are available on the website www.avio.com - Corporate Governance section – Shareholders' Meeting.

4.2 Appointment of the Chairman of the Board of Statutory Auditors

Vito di Battista is the Chairman of the Board of Statutory Auditors as, according to the Law and the Company Bylaws, this appointment is assigned to the List from Minority Shareholders that received the highest number of votes.

4.3 Resolution on the compensation of the members of the Board of Statutory Auditors

The Assembly has decided the following gross annual compensation, for the whole period, to the Board of Statutory Auditors, as follows:

• Euro 50.000 to the Chairman of the Board of Statutory Auditors
• Euro 35.000 to the other effective Auditors

not considering the refund of the expenses incurred in performing their duties as Directors

Pursuant to art. 125-quater, 2nd paragraph, of the Consolidated Law on Finance ("Testo Unico della Finanza"), the summary of the voting shall be made available at the Company's registered office and on the company's website (www.avio.com, Section dedicated to the "2020 Shareholders' Meeting"), by no later than five days after the date of the Shareholder's Meeting.

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The Executive Officer for Financial Reporting Alessandro Agosti declares, pursuant to Article 154 bis, paragraph 2, of the Consolidated Law on Finance ("Testo Unico della Finanza"), that the 3 accounting information included in this press release corresponds to the accounting documents, records and accounting entries.

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