Avio

Prospectus • Oct 29, 2025

Data/Ora Ricezione : 29 Ottobre 2025 20:29:47

Oggetto : Approval of the Prospectus concerning the

Rights Issue. Definition of the Rights Issue

timetable [R]

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NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION, RELEASE OR PUBLICATION WOULD REQUIRE THE APPROVAL OF THE LOCAL AUTHORITIES OR WOULD OTHERWISE BE PROHIBITED BY LAW. ADDITIONAL RESTRICTIONS APPLY. PLEASE REFER TO THE IMPORTANT NOTICE AT THE END OF THIS DOCUMENT.

APPROVAL OF THE PROSPECTUS CONCERNING THE RIGHTS ISSUE. DEFINITION OF THE RIGHTS ISSUE TIMETABLE

Colleferro (Rome), 29 October 2025 - Avio S.p.A. ("Avio" or the "Company") announces the following.

Approval by CONSOB of the Prospectus

Today, CONSOB authorized, by notice no. 0103853/25, the publication of the Registration Document, the Securities Note and the Summary Note (jointly, the "Prospectus") relating to the public offering and the admission to trading on the regulated market Euronext Milan, organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), Euronext STAR Milan segment, of the newly issued ordinary shares of Avio (the "New Shares") resulting from the rights issue with pre-emptive subscription rights, against payment and in divisible form, for a maximum total amount of Euro 400 million (including share premium), approved by the Extraordinary Shareholders' Meeting held on 23 October 2025 (the "Rights Issue"). The Prospectus will be filed with CONSOB and published in accordance with applicable laws and regulations.

The Company's Board of Directors is scheduled to meet on 30 October 2025 to set the final terms and conditions of the Rights Issue, including the price at which the New Shares will be offered, which will be promptly communicated to the market.

The Rights Issue is not expected to qualify as a highly dilutive capital increase pursuant to CONSOB Communication no. 88305 of 5 October 2016 and the regulations of Borsa Italiana.

Rights Offering timetable

The timetable for the offering of the New Shares to the Company's shareholders pursuant to Article 2441, paragraphs 1, 2 and 3 of the Italian Civil Code (the "Rights Offering") has been defined.

According to the timetable, (i) the pre-emptive rights to subscribe for the New Shares (the "Rights") may be exercised, under penalty of forfeiture, from 3 November 2025 to 17 November 2025 (inclusive) (the "Subscription Period"), and (ii) the Rights will be negotiable on Euronext Milan, Euronext STAR Milan Segment, from 3 November 2025 to 11

November 2025 (inclusive).

Any Rights not exercised by the end of the Subscription Period will be offered on Euronext Milan by Avio within the month following the end of the Subscription Period, for at least two trading days, pursuant to Article 2441, paragraph 3, of the Italian Civil Code, unless all Rights have already been sold (the "Rights Auction"). The starting and ending dates of the Rights Auction will be communicated to the public in accordance with applicable laws and regulations by means of a specific notice, which will also indicate the number of unexercised Rights to be offered on Euronext Milan, Euronext STAR Milan Segment. This notice will be published in at least one national daily newspaper and on the Company's website (https://www.avio.com/).

Underwriting syndicate

It should be noted that, on 11 September 2025, Avio signed a pre-underwriting agreement with Jefferies GmbH and Morgan Stanley & Co. International plc (the "Joint Global Coordinators") pursuant to which the parties undertook, upon the occurrence of certain terms and conditions provided thereof and in line with market practice for similar transactions, to enter into an underwriting agreement for the subscription of any newly issued ordinary shares remaining unsubscribed following the offering period of the Rights Issue. Further to the above, Intesa Sanpaolo S.p.A. and Banca Akros S.p.A. – Banco BPM Group undertook to act as co-bookrunners (together with the Joint Global Coordinators, the "Guarantors"). It is expected that, by the beginning of the Subscription Period, the Guarantors will enter into an underwriting agreement (the "Underwriting Agreement") which will include, among other things, the commitment of the Underwriters, severally and not jointly and severally, to subscribe for and pay, under the terms and conditions set forth in the Underwriting Agreement and in proportion to their respective commitments, those New Shares that may remain unsubscribed at the end of the Rights Auction up to the maximum amount of the Rights Issue.

Further information relating to the terms and conditions of the Rights Offering, together with the execution of the Underwriting Agreement, will be announced in a following press release that will be made available to the public in accordance with the applicable law and regulations.

* * *

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

* * *

IMPORTANT NOTICE

This document is not an offer to sell or ^a solicitation of offers to purchase or subscribe for shares. This announcement is an advertisement and not ^a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation") and not ^a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law.

A prospectus prepared pursuant to the Prospectus Regulation, Commission Delegated Regulation (EU) 2019/980, Commission Delegated Regulation (EU) 2019/979 (the "Delegated Regulations") and applicable Italian laws and regulations, as approved by CONSOB, will be made available in accordance with the requirements of the Prospectus Regulation, the Delegated Regulations and applicable Italian laws and regulations.

This document may not be published, distributed or transmittedin the United States, Canada, Australia or Japan. This document do not constitute or include an invitation to offer or an offer of securities for sale or ^a solicitation of an offer to purchase securities (the "Securities") of Avio S.p.A. (the "Company") in the United States or any other jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities have not been, and will not be, registered in the United States under the Securities Act. There will be no public offer of securities in the United States.

In the United Kingdom, this document is being distributed to and is directed only at qualified investors, within the meaning under Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 as amended, who are also (i) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth companies, unincorporated associations, or other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, (all such persons together being referred to as "relevant persons"). The Securities are only available in the United Kingdom to, and any invitation, offer or agreement to purchase or otherwise acquire the Securities will be engaged in only with, the relevant persons. Any person in the United Kingdom that is not ^a relevant person should not act or rely on this document or any of its contents.

In any member state of the European Economic Area and in the United Kingdom (each, ^a "Relevant State") that has implemented the Prospectus Regulation, this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation (also in the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).

Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures; and (d) in respect of firms which are subject to the requirements of the U.K. Financial Conduct Authority (the "FCA") Handbook and Product Intervention and Product Governance Sourcebook, the relevant provisions of MiFID II as they form part of U.K. domestic law by virtue of the Europan Union (Withdrawal) Act 2018 ("EUWA") ("U.K. MiFID II"), (letters (a)-(d) together, the "MiFID II Product Governance Requirements"),and disclaiming all and any liability, whether arising in tort, contract, or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the pre-emptive subscription rights (the "Rights") and the new ordinary shares (the "New Shares") have been subject to ^a product approval process, which has determined that the New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II. In respect of firms which are subject to U.K. MiFID II, references in this section to MiFID II shall mean the relevant provisions thereof as they form part of U.K. MiFID II; and (ii) eligible for distribution through all distribution channels as permitted by the Product Governance Rules (the "Target Market Assessment"). Any person subsequently offering, selling, or recommending the Rights and the New Shares (a "distributor") should take into consideration the manufacturer's Target Market Assessments; however, ^a distributor subject to the MiFID II Product Governance Requirements is responsible for undertaking its own Target Market Assessment in respect of the Rights and the New Shares (by either adopting or refining the manufacturer'^s Target Market Assessment) and determining appropriate distribution channels.

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Rights and the New Shares (as defined in the offering materials)may decline and investors could lose all or part of their investment; the Rights and the New Shares offer no guaranteed income and are not capital protected; and an investment in the Rights and the New Shares is compatible only with investors who do not need guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Global Coordinator will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) ^a suitability or appropriateness assessment for the purposes of MiFID II; or (b) ^a recommendation to any investor or group of investors to invest in, or purchase, or take any other with respect to the Rights and New Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Rights and the New Shares and determining appropriate distribution channels.

This document may contain forward-looking statements such as statements that use words like "believe", "assume", "expect", "predict", "project", "may", "might", "will" or similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors

which may cause the actual results, financial condition, development or performance of the Company to differ materially from those expressed or implied by such statements. In light of these uncertainties, readers should not rely on forward-looking statements. The Company undertakes no obligation to update such forward-looking statements or to conform them to future events or developments.

None of Jefferies GmbH, Morgan Stanley & Co. International plc, Banca Akros S.p.A. and Intesa Sanpaolo S.p.A. (the "Managers"), their respective subsidiaries, affiliates, nor their respective directors, officers, employees, advisors, agents, alliance partners nor any other entity or person accepts any responsibility or liability whatsoever, nor makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or affiliates, whether written, oral, visual or electronic form, and in any manner transmitted or made available, or for any loss in any way arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the Managers and the other persons mentioned above disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising from tort or contract, or otherwise, in connection with this announcement and/or any such statement.

The Managers are acting exclusively for the Company and no one else in connection with the the Rights Issue of new ordinary shares of the Company. They will not consider any other person as their respective client in relation to the Rights Issue and will not be liable to anyone other than the Company for the protection offered to their respective clients, nor for advice in relation to the Rights Issue, the content of this document or any transaction, arrangement or other matter referred to herein.

In connection with the Rights Offering of the Rights and the New Shares, the Managers and any of their affiliates, may take ^a portion of the Rights or the New Shares in the Rights Offering as ^a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Rights Offering or otherwise. Accordingly, references herein and in the Prospectus, once published, to the Rights and New Shares being issued, offered, subscribed, purchased, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, purchase, placing or dealing by, the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps, warrants, or contracts for difference) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold, or dispose of Rights or New Shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory requirement to do so.

Except as required by applicable law, the Company has no intention or obligation to update, maintain, or revise this publication or any part thereof after the date hereof.