Avio

AGM Information • Oct 23, 2025

.1

Data/Ora Ricezione : 23 Ottobre 2025 14:40:10

Oggetto : Extraordinary and ordinary Shareholders'

meeting of Avio S.p.A. 23 October 2025

Testo del comunicato

Vedi allegato

EXTRAORDINARY AND ORDINARY SHAREHOLDERS' MEETING OF AVIO S.P.A. 23 OCTOBER 2025

Rome, 23 October 2025 – The extraordinary and ordinary Shareholders' Meeting of Avio S.p.A. was held today under the chairmanship of Mr. Roberto Italia.

In the extraordinary session, the Shareholders' Meeting approved, with a higher than 99% majority of the share capital present at the meeting, the proposal of the Board of Directors to increase the share capital up to a maximum overall amount of Euro 400 million, including any share premium, to be carried out, within 12 months of the date of the shareholders' meeting resolution, in divisible form, through the issuance of ordinary shares with regular entitlement, to be offered as an option to the company's shareholders, pursuant to Article 2441 of the Italian Civil Code (the "Rights Issue"). The extraordinary Shareholders' Meeting also granted the Board of Directors the widest powers necessary to define any other term or condition of the Rights Issue, including the issue price, any share premium, the final amount of the Rights Issue, and the number of newly issued shares to be offered to shareholders, with the discretion to determine the timing of the Rights Issue.

Subject to the granting of the necessary authorizations by the competent Authorities and market conditions, it is expected that the Rights Issue can be completed approximately by 2025.

The extraordinary Shareholders' Meeting also approved, with a 77% majority of the share capital present at the meeting, the proposal to grant the Board of Directors a delegated power, pursuant to Article 2443 of the Italian Civil Code, to be exercised by October 23, 2030, to increase the share capital, against payment and in divisible form and with the exclusion of option right, pursuant to Article 2441, fourth paragraph, second sentence, of the Italian Civil Code, through the issuance, on one or more tranches and also to service warrants, of ordinary shares, with the same characteristics as the ordinary shares outstanding on the issuance date and to be admitted to trading on the Euronext Milan regulated market organized and managed by Borsa Italiana S.p.A., within the limits of 10% of the share capital existing on the date of exercise of the delegated power (excluding any share premium) and within the limits of 10% of the total number of shares of the company existing on the date of exercise of the delegated power.

The extraordinary Shareholders' Meeting also resolved to consequently amend Article 5 of the By-laws.

In the ordinary session, the Shareholders' Meeting approved the proposal (i) to confirm Milena Lerario as Director until the expiry of the term of office of the other directors currently in office (i.e. until the date of the Shareholders' Meeting called to approve the financial statements for the financial year ending on December 31, 2025), as well as (ii) to early terminate by mutual agreement, and for the 2026 financial year only, the engagement relating to the certification of compliance of the sustainability reporting carried out by Deloitte & Touche S.p.A., provided that this engagement will be carried out by KPMG S.p.A. – appointed by the Avio's ordinary Shareholders' Meeting on December 20, 2024, as the independent auditors responsible for auditing the Company's financial statements - for the financial years 2026, 2027 and 2028, except for in the event of early termination. Both proposals have been approved with a higher than 99% majority of the share capital present at the meeting.

For further information, please refer to the Report of the Board of Directors on the items on the agenda of the Shareholders' meeting, available on Avio's website and through the authorized storage mechanism "eMarket STORAGE" ().

***

Pursuant to art. 125-quater, 2nd paragraph, of the Consolidated Law on Finance, the summary report of the votes shall be made available at Avio S.p.A. registered office and on the company's website (www.avio.com, Section "2025 Shareholders' Meeting"), by no later than five days after the date of the Shareholder's Meeting. The minutes of the Shareholders' Meeting and the By-laws will also be made available to the public in accordance with the terms imposed by the law in the same manner and, additionally, at the authorized storage mechanism "eMarket STORAGE" ().

***

Avio is a leading international group engaged in the construction and development of space launchers and solid, liquid and cryogenic propulsion systems. The experience and know-how built up over more than 50 years puts Avio at the cutting-edge of the space launcher sector and defense program. Avio is present in Italy, France, United States and French Guyana, employing approx. 1,500 highly qualified personnel. Avio is the launch services provider and launch operator for the Vega rocket and a sub-contractor for the Ariane program, placing Italy among the limited number of countries capable of designing, producing and operating a complete space launch system.

For further information

Investor Relations contacts:

nevio.quattrin@avio.com

Media Relations contacts:

francesco.delorenzo@avio.com carlotta.calarese@avio.com

***

This communication does not constitute an offer of sale of financial instruments or any solicitation of offers to purchase financial instruments. The financial instruments mentioned in this communication (the "Financial Instruments") have not been registered and will not be registered in the United States of America pursuant to the US Securities Act of 1933, as subsequently amended (the "Securities Act"), in Australia, Canada, Japan or in any other jurisdiction where such an offer of sale or solicitation of offers to purchase requires the approval of the competent authorities or is not permitted by the applicable law. The Financial Instruments may not be offered or sold in the United States of America nor to US persons unless such securities are registered under the Securities Act or an exemption from registration is available, or in the context of an offer not subject to the registration requirements of the US Securities Act.