AVIO S.p.A.
Extract pursuant to Article 129 of the Issuers’ Regulation on the relevant provisions pursuant to Article 122 of the CFA relating to Avio S.p.A.
Pursuant to Articles 122 of Legislative Decree no. 58 of 24 February 1998 (the “ CFA”) and 129 of the regulation adopted by CONSOB with resolution no. 11971 of 14 May 1999 (the “ Issuers’ Regulation ”), the following is hereby disclosed.
On 6 July 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 fulfilment 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 sets out the rights and obligations of the Parties in connection with the acquisition of the Minority Stake, subject to the fulfilment (or waiver, to the extent applicable) of the conditions precedent set forth i n the Investment Agreement, to be carried out through the subscription by the Investor of ordinary shares of Avio to be issued in the context of a reserved capital increase with the exclusion of pre -emption rights pursuant to Article 2441, fourth paragraph , second sentence, of the Italian Civil Code, for a maximum aggregate amount of Euro 109,393,951.20 (inclusive of share premium), at an issue price of Euro 33.40 per share, through the issuance of up to no. 3,275,268 ordinary shares of Avio, representing a pproximately 7% of the existing share capital of Avio (and 6.54% on a fully diluted basis taking into account the Capital Increase , as define below ), with no par value, bearing full dividend rights and having the same characteristics as the ordinary shares of Avio outstanding at the date of issuance, to be resolved by the Board of Directors of Avio in exercise of the delegation granted by the extraordinary shareholders’ meeting on 23 October 2025 (the “ Capital Increase ”).
The Investment Agreement contains, among other things, certain provisions relating to the execution of the transaction – including those concerning the interim management related to undertakings assumed by Avio - which are relevant, or potentially relevant , pursuant to Article 122, paragraph 1 and paragraph 5, letter (b), of the CFA (the “Relevant Provisions ”), in respect of which the disclosure formalities required by the aforementioned provision of law and the relevant regulations are being carried out – also on a prudential basis, to the extent necessary – including the publication of this extract pursuant to Article 129 of the Issuers’ Regulation.
The Relevant Provisions relate to:
1. no. 3,275,268 ordinary shares of Avio to be subscribed by the Investor in the context 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 exercisab le at the shareholders’ meeting (calculated net of treasury shares held by the Company); as well as 2. any additional ordinary shares of Avio that the Investor may acquire on the secondary market, pursuant to the Investment Agreement, in the period between the date of execution of the Investment Agreement and the Closing Date.
On the date hereof , the Company holds no. 626,929 treasury shares, representing approximately 1.34% of its share capital .
The Relevant Provisions have been filed with the Companies’ Register of Rome .
The key information pursuant to Article 130 of the Issuers’ Regulation relating to the Relevant Provisions is published, in the manner and within the time limits provided by law, on Avio’s website, at www.avio.com .
July 11th , 2026