Avio — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

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Informazione Regolamentata n. 1771-40-2026	Data/Ora Inizio Diffusione 27 Marzo 2026 18:38:50	Euronext Star Milan

Societa': AVIO SPA

Utenza - referente : AVION05 - Quattrin

Tipologia : 3.1

Data/Ora Ricezione : 27 Marzo 2026 18:38:50

Oggetto : Publication of candidate slates for the renewal of the corporate bodies filed by In Orbit S.p.A., Leonardo S.p.A. and RBC Holding S.r.l.

Testo del comunicato

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SHAREHOLDERS' MEETING APRIL 28, 2026

FILING AND PUBLICATION OF CANDIDATE SLATES FOR THE RENEWAL OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS BY IN ORBIT S.P.A., ALSO IN NAME AND ON BEHALF OF RBC HOLDING S.R.L. AND LEONARDO S.P.A.

Colleferro (Rome), 27 March 2026 – With reference to the Shareholders’ Meeting of Avio S.p.A. (“Avio” or the “Company”), convened for April 28, 2026, in a single call (the “Meeting”), notice is hereby given that, on 27 March 2026, a candidate slate for the renewal of the Board of Directors and a candidate slate for the renewal of the Board of Statutory Auditors were filed with the Company.

In particular, the aforementioned joint slates were submitted - in compliance with the commitments undertaken pursuant to the shareholders’ agreement entered into on February 24, 2026, whose key information were made available to the public pursuant to Article 122 of the Consolidated Law on Finance (TUF) - by In Orbit S.p.A., in which certain directors and senior managers of Avio hold a stake, also in the name and on behalf of RBC Holding S.r.l., wholly owned by Red Black Capital SA, a company in turn wholly owned by Roberto Italia who, as of today’s date, serves as Chairman of the Board of Directors of Avio, and Leonardo S.p.A. (the “Parties to the Shareholders’ Agreement”), holding, collectively, no. 9,950,714 ordinary shares of Avio, representing approximately 21.27% of the Company’s share capital and approximately 21.72% of the voting rights exercisable at the Meeting (calculated net of treasury shares held by the Company), in view of the renewal of Avio’s corporate bodies.

Each slate is accompanied by the documentation required by the applicable laws and regulations and by Avio’s By-laws.

The slate of candidates for the position of Director is composed as follows:

1. Roberto Italia (¹)
2. Giulio Ranzo (²)
3. Stefano Ratti
4. Stefania Tomassi
5. Laura Pierallini (*)
6. Heidi Shyu (*)
7. Elena Pisonero Ruiz (*)
8. Monica Auteri (*)
9. Marco Tutino (*)

(¹) Candidate for the position of Chairman of the Board of Directors.
(²) Candidate for the position of Chief Executive Officer.
(*) Candidate with the independence requirements set forth in Article 148, paragraph 3, of the TUF, as referred to in Article 147-ter, paragraph 4, of the TUF, and in Article 2 of the Corporate Governance Code for listed companies, to which Avio adheres.

In line with the Corporate Governance Code and the explanatory report of the Company’s Board of Directors pursuant to Article 125-ter of the TUF on item 3 of the agenda of the aforementioned Meeting, the Parties to the Shareholders’ Agreement have indicated that the aforementioned slate complies with

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the guidance opinion prepared by the outgoing Board of Directors on the quantitative and qualitative composition of the new administrative body, available on the Company's website, with particular regard to the assessments and indications contained therein on independence and diversity as well as on the personal characteristics, experience and competence, including managerial skills, of the candidates in the areas identified in the opinion itself.

It should be noted that, upon the filing of the slates, the Parties to the Shareholders' Agreement have also submitted the following proposals in relation to the agenda items of the Meeting regarding the renewal of corporate bodies and, in particular:

• with regard to item 3.1 ("Establishment of the duration of the mandate of the Board of Directors"), the proposal to set the term of office of the Board of Directors to be appointed at 3 (three) financial years and, therefore, until the date of approval of the financial statements as of December 31, 2028; as well as,
• with regard to item 3.3 ("Establishment of the remuneration of the Board of Directors"), to submit for shareholders' approval the proposal to set the remuneration due to the Chairman of the Board of Directors at Euro 225,000.00 (two hundred twenty-five thousand) gross per annum, and to each Director at Euro 55,000.00 (fifty-five thousand) gross per annum, in addition to reimbursement of expenses incurred in carrying out the duties, for the entire three-year term of office of the Board of Directors and, therefore, until the date of approval of the financial statements for the financial year ending December 31, 2028, subject in any case to the right of the Board of Directors to determine the compensation of directors vested with special offices that may be established pursuant to Article 2389, third paragraph, of the Italian Civil Code, and the compensation of committees established within the Board itself.

The slate of candidates for the position of Statutory Auditor is composed as follows:

Section I – Standing Statutory Auditors

1. Giulia De Martino (1)
2. Filippo Maria Invitti
3. Barbara Cavalieri

(1) Candidate proposed for the position of Chairman of the Board of Statutory Auditors if drawn from the list submitted by the Parties to the Agreement.

Section II – Alternate Statutory Auditors

1. Marianna Tognoni
2. Massimo Invernizzi

It should be noted that, upon the filing of the slate, with reference to item 4.3 ("Determination of the remuneration of the members of the Board of Statutory Auditors"), the Parties to the Shareholders' Agreement have also submitted the proposal to set the remuneration due to the Chairman of the Board of Statutory Auditors at Euro 65,000.00 (sixty-five thousand) gross per annum, and to each Standing Statutory Auditor at Euro 45,000.00 (forty-five thousand) gross per annum, in addition to reimbursement of expenses incurred in carrying out the duties, for the entire three-year term of office of the Board of Statutory Auditors and, therefore, until the date of approval of the financial statements for the financial year ending December 31, 2028.

The aforementioned slates, together with the accompanying documentation, are available to the public at the Company's registered office in Rome, Via Leonida Bissolati, 76, in the dedicated section of the Company's website (www.avio.com, Investors/Shareholders' Meeting April 28, 2026), and through the authorized storage mechanism e-market storage ().

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CERTIFIED

Please note that the deadline for the submission of candidate slates for the appointment of the Board of Directors and the Board of Statutory Auditors of the Company is April 3, 2026. The slates, accompanied by the documentation containing the information required by Avio's By-laws and applicable regulations, will be made available to the public within the terms and in the manner prescribed by law.

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Avio is a leading international group engaged in the manufacturing 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 Guiana, employing more than 1,500 highly qualified personnel. Avio is the prime contractor for the Vega program and a sub-contractor for the Ariane program, as well as a leading solid rocket motor subcontractor for the design and manufacturing of major European tactical missile programs.

For further information

Investor Relations contacts

Nevio.quattrin@avio.com

Media Relations contacts

francesco.delorenzo@avio.com

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Fine Comunicato n.1771-40-2026	Numero di Pagine: 5