AVIO S.p.A.
Extract pursuant to Article 129 of the Issuers' Regulation concerning shareholders' agreements pursuant to Article 122 of the Consolidated Finance Act relating to Avio S.p.A.
Pursuant to Articles 122 of Legislative Decree no. 58 of February 24, 1998 (the "TUF") and 129 of the regulation adopted by CONSOB with resolution no. 11971 of May 14, 1999 (the "Issuers' Regulation"), the following is hereby represented.
On July 6, 2026, Vantage HYP (Luxembourg) S.à r.l. (the "Investor"), a company indirectly controlled by certain funds managed and/or advised by Advent International, L.P. and its affiliates, and Avio S.p.A. ("Avio" or the "Company" and, together with the Investor, the "Parties") entered into an investment agreement (the "Investment Agreement") pursuant to which, subject to the fulfillment of certain conditions precedent, the Investor will acquire approximately 6.54% of the ordinary shares issued by Avio on a fully diluted basis, taking into account the Capital Increase (as defined below) (the "Minority Stake").
More specifically, the Investment Agreement defines the rights and obligations of the Parties in relation to the acquisition of the Minority Stake, subject to the fulfillment (or waiver, where applicable) of the conditions precedent set forth in the Investment Agreement, to be carried out through the subscription by the Investor of ordinary shares of Avio to be issued as part of a reserved capital increase with exclusion of the pre-emption right pursuant to Article 2441, fourth paragraph, second sentence, of the Italian Civil Code, for a total maximum amount of Euro 109,393,951.20 (including share premium), at an issue price of Euro 33.40 per share, through the issuance of a maximum of 3,275,268 ordinary shares of Avio, representing approximately 7% of Avio's existing share capital (and 6.54% on a fully diluted basis taking into account the Capital Increase, as defined below), without par value, with regular enjoyment and the same characteristics as the ordinary shares of Avio outstanding as of the issuance date, to be resolved by Avio's Board of Directors in execution of the delegation granted by the Extraordinary Shareholders' Meeting on October 23, 2025 (the "Capital Increase").
The Investment Agreement contains, among other things, certain provisions functional to the execution of the transaction - including those relating to interim management connected to commitments undertaken by Avio - which are relevant, or potentially relevant, pursuant to Article 122, paragraphs 1 and 5, letter b), of the TUF (the "Relevant Covenants"), for which the publicity formalities required by the aforementioned legal provision and related regulatory provisions are fulfilled - also on a precautionary basis, as may be necessary - including the publication of this extract pursuant to Article 129 of the Issuers' Regulation.
The Relevant Covenants refer to:
1. 3,275,268 ordinary shares of Avio that will be subscribed by the Investor as part of the Capital Increase on the closing date, representing approximately 6.54% of Avio's share capital and approximately 6.63% of the corresponding voting rights exercisable at the Shareholders' Meeting (calculated net of treasury shares held by the Company); and 2. any further ordinary shares of Avio that the Investor reserves the right to purchase on the secondary market, pursuant to the Investment Agreement, in the period between the date of signing the Investment Agreement and the closing date.
As of today's date, the Company holds 626,929 treasury shares, representing a stake of approximately 1.34% of the relevant share capital.
The Relevant Covenants have been filed with the Companies' Register of Rome.
The essential information pursuant to Article 130 of the Issuers' Regulation relating to the Relevant Covenants is published, in the manner and terms provided by law, on Avio's website, at the address www.avio.com.
July 11, 2026