Enav

Earnings Release • Apr 28, 2023

PRESS RELEASE

ENAV'S SHAREHOLDERS' MEETING APPROVES THE 2022 FINANCIAL STATEMENTS. NEW BOARD OF DIRECTORS APPOINTED FOR THE THREE-YEAR PERIOD 2023-2025

DIVIDEND OF 0,1967 EURO PER SHARE APPROVED

Rome, 28 April 2023 - The Shareholders' Meeting of ENAV S.p.A., held today, approved the financial statements of the company for the year 2022 and viewed the consolidated financial statements for the Group.

Key financial results 2022

• Revenue: 944.3 million (+12.9% compared to 2021)
• EBITDA: 272.2 million (+22.4% compared to 2021)
• EBIT: 148.3 million (+ 50.9 % compared to 2021)
• Net profit: 104.5 million (+33.9% compared to 2021)
• Net Financial Position: 407.8 million (an improvement of 75.7 million compared to 2021)

Dividend

The Shareholder's Meeting resolved to pay a dividend of 0.1967 euro per ordinary share for a total amount 106.4 million. The dividend will be paid on 25 October 2023, with ex-dividend date on 23 October 2023 and the record date on 24 October 2023. The dividend payment notice will be published in at least one national financial daily newspaper on 29 April 2023.

Appointment of the Board of Directors

The Shareholders' Meeting determined that the new Board of Directors of the Company be composed by 9 members, and proceeded to appoint them for the term of office for the period 2023-2025 and, therefore, until the Shareholders' Meeting called to approve the financial statements as at 31 December 2025.

The new Board of Directors is composed as follows:

Alessandra Bruni (*), Pasqualino Monti (*), Franca Brusco (*), Stefano Arcifa (*), Carla Alessi (*) and Giorgio Toschi (*), belonging to the majority list [List 1] (presented by the Ministry of Economy and Finance, holder of 53.28 percent of the share capital voted by 60.707144% of the share capital represented at the meeting) and Antonio Santi (*), Rozemaria Bala (*) and Carlo Paris (*) (belonging to the minority list [List 2] presented by a group of investment management companies and institutional investors holding a total of 4.9% of the share capital, voted by 34.358794% of the share capital represented at the meeting).

(*) Candidate possessing the requirements of independence established by law (Article 147-ter and Article 148 (3) of Italian Legislative Decree no. 58 of 24 February 1998), and by the Code of Conduct.

The Shareholders' Meeting appointed Alessandra Bruni as Chairman of the Board of Directors and also defined, pursuant to art. 2389, paragraph 1, of the Italian Civil Code, the remuneration due to the members of the Board of Directors in Euro 50,000 gross per year for the Chairman of the Board of Directors and in Euro 30,000 gross per year for each of the other Directors, in addition to the reimbursement of expenses incurred for the exercise of their functions.

Remuneration Report

Regarding the Remuneration Report prepared pursuant to art. 123-ter of Legislative Decree no. 58/98, the Shareholders' Meeting:

• approved with a binding resolution the first section of this Report, which illustrates the policy adopted by the Company regarding the remuneration for the year 2023 of the members of the Board of Directors and of the managers with strategic responsibilities and, without prejudice to the provisions of the article 2402 of the civil code, of the members of the Board of Statutory Auditors;
• expressed itself in favor, with a non-binding resolution, on the second section of this Report, containing the indication of the compensation paid to the members of the Board of Directors and the Board of Statutory Auditors as well as to the managers with strategic responsibilities in the 2022 financial year or related to it.

Long-term incentive plan

The Shareholders' Meeting: approved the long-term incentive plan for the 2023-2025 period, based on the attribution of ordinary shares of the Company and destined to the Chief Executive Officer and certain managers of the Group, under the terms and conditions illustrated in the Information Document prepared pursuant to art. 84-bis of the Issuers Regulation.

Participation in the Shareholders' Meeting

The Shareholders' Meeting registered the participation of 87.758985% of the share capital.

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The curricula of the new Directors are available on the Company's website (www.enav.it).

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The summary report of the votes will be made available on the Company's website (www.enav.it), in compliance with art. 125-quater of the TUF, within the prescribed term of five days from the Shareholders' Meeting.

Alternative performance indicators

In this press release some "alternative performance indicators" are used, the meaning and content of which are illustrated below in line with the ESMA/2015/1415 guideline:

• ➢ EBITDA: an indicator of profit before the effects of financial management and taxation, as well as depreciation, amortisation and write-downs of fixed assets and receivables and provisions, as reported in the financial statements and adjusted for investment subsidies directly related to the investments in depreciation and amortisation to which they refer;
• ➢ EBIT: corresponds to EBITDA less depreciation and amortisation adjusted for investment subsidies and writedowns" of fixed assets and receivables and provisions;
• ➢ Net financial position: the sum of financial liabilities, financial assets referred to the fair value of the derivative and cash and cash equivalents.