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Enav Proxy Solicitation & Information Statement 2026

Apr 22, 2026

4036_rns_2026-04-22_ed69b2eb-8720-412d-bd9d-54073b39d9ba.pdf

Proxy Solicitation & Information Statement

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enav

INFO DIGITAL 2000

SHAREHOLDERS' MEETING OF ENAV S.p.A.: PUBLICATION OF THE LISTS OF CANDIDATES FOR THE APPOINTMENT OF THE BOARD OF DIRECTORS – PROPOSALS BY THE SHAREHOLDER MINISTRY OF ECONOMY AND FINANCE (MEF) ON CERTAIN ITEMS ON THE AGENDA

Rome, April 22, 2026 – With reference to the Shareholders’ Meeting of ENAV S.p.A. (“ENAV” or the “Company”), convened in ordinary session in a single call for May 14, 2026, to resolve, among other things, on the appointment of the members of the Board of Directors (item 9 on the agenda), it is hereby announced that the three lists of candidates for appointment as Directors, submitted by the Shareholders within the legal deadlines and accompanied by the documentation and information required under applicable regulations, are available to the public on the Company’s website (www.enav.it – “Governance” section – “Shareholders’ Meeting 2026”), as well as at the authorized storage mechanism “” ().

Below are the lists of candidates for the renewal of the Board of Directors:

List 1 submitted by the Shareholder Ministry of Economy and Finance, holding approximately 53.28% of ENAV’s share capital:

  • Sandro Pappalardo (Chairman) (*)
  • Stella Mele (Director) (*)
  • Igor De Biasio (Chief Executive Officer)
  • Antonella Ballone (Director) (*)
  • Stefano Arcifa (Director) (*)
  • Maria Cristina Vismara (Director) (*)

List 2 jointly submitted by the following Shareholders, collectively holding approximately 2.81% of ENAV’s share capital: Amundi Risparmio Italia, Amundi Futuro Pir, Am Accumulazione Italia Pir 2030; Anima SGR S.p.A. (manager of the fund Anima Iniziativa Italia); Arca Fondi SGR S.p.A. (manager of the funds: Arca Economia Reale Bilanciato Italia 30, Arca Azioni Italia, Arca Economia Reale Bilanciato Italia 55, Arca Economia Reale Equity Italia); BancoPosta Fondi S.p.A. SGR (manager of the fund Fondo Bancoposta Rinascimento); Eurizon Capital SGR S.p.A. (manager of several funds including Eurizon Progetto Italia and Eurizon Azioni Italia); Fideuram Asset Management Ireland (manager of the fund Fonditalia Equity Italy); Interfund Sicav - Interfund Equity Italy; Kairos Partners SGR S.p.A.; Legal and General Assurance (Pensions Management) Limited; Mediobanca SGR S.p.A.; Mediolanum Gestione Fondi SGR S.p.A.; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity:

  • Enzo Peruffo (*)
  • Maria Letizia Ermetes (*)
  • Marco Giuseppe Maria Rigotti (*)

  • Sandra Mori (*)

List 3 submitted by INARCASSA, holding approximately 1.88% of ENAV’s share capital:

  • Patrizia Michela Giangualano (*)
  • Gianmarco Montanari (*)
  • Maurizio Carli (*)
  • Marina Rubini (*)

It is also announced that the Shareholder Ministry of Economy and Finance, pursuant to Article 126-bis of Legislative Decree No. 58/98, has stated its intention to submit the following proposed resolutions to the Shareholders’ Meeting, with reference to:

  • Item 7 on the agenda (“Determination of the number of directors”): to set the number of directors to be appointed at nine (**);
  • Item 8 on the agenda (“Determination of the term of office of the directors”): to set the term of office at three financial years, i.e., until the Shareholders’ Meeting called to approve the financial statements as at December 31, 2028;
  • Item 10 on the agenda (“Appointment of the Chairman of the Board of Directors”): to appoint Sandro Pappalardo as Chairman of the Board of Directors;
  • Item 11 on the agenda (“Determination of the remuneration of the directors”): to confirm the current remuneration of €30,000 gross per year for members of the Board of Directors and to grant the Chairman a remuneration of €50,000 gross per year, in addition to reimbursement of expenses incurred in the performance of their duties.

The above proposals are also made available to the public in accordance with the law.

(*) Candidate who has declared that they meet the independence requirements set forth by law (Articles 147-ter and 148, paragraph 3, of Legislative Decree No. 58 of February 24, 1998) and by the Corporate Governance Code for listed companies.

(**) It is noted that the proposal of the Board of Directors regarding item 7 on the agenda of the Shareholders’ Meeting, which coincides with the above, has been published in accordance with the legal deadlines and procedures.