Courtesy Trans lation
AVIO S.P.A.
INFORMATION DOCUMENT ON INCENTIVE PLANS
BASED ON FINANCIAL INSTRUMENTS
Information document prepared pursuant to Article 84 -bis of CONSOB Regulation No. 11971/1999 and in accordance with Scheme 7 of Annex 3A to CONSOB Regulation No. 11971/1999
Courtesy Trans lation
DEFINITIONS
The main definitions contained in this Information Document are set out below.
Average Return on Invested Capital Means the Performance Objective of the Performance Share Plan defined as the three -year cumulative EBIT Reported / Net Invested Capital.
Avio Group or Group Means Avio and the Controlled Companies.
Avio or Issuer or Company Means Avio S.p.A., with registered office in Rome (RM), Via Leonida Bissolati No. 76, registered with the Companies Register of Milan, REA RM - 1509588, tax code and VAT number 09105940960.
Bad Leaver Means any circumstance of termination of the Relationship other than Good Leaver circumstances.
Beneficiaries Means the beneficiaries of each of the Plans, as indicated in paragraph 1 of this Information Document.
Board of Directors Means the board of directors of Avio in office.
Committee Means the committee with competences, inter alia , in remuneration matters as from time to time established within the Board of Directors of Avio, which performs preliminary, advisory and proposing functions relating to remuneration in accordance with the recommendations contained in Article 5 of the Cor porate Governance Code.
Controlled Company Means any company controlled by Avio S.p.A. pursuant to Article 93 of the CFA.
COO Means the Chief Operating Officer of Avio, qualified as an Executive with Strategic Responsibilities.
Corporate Governance
Code Means the corporate governance code for listed companies approved by the Corporate Governance Committee, established at Borsa Italiana S.p.A., to which the Company adheres.
EBITDA Reported Means the Performance Objective of the Performance Share Plan defined as the three -year cumulative value of Ebitda reported (Earnings before interest, taxes, depreciation, and amortization), which allows measurement of medium -term profitability excluding n on-recurring components.
Courtesy Trans lation Employee Training Means the Performance Objective of the Performance Share Plan, calculated on a three -year basis, defined as the average total number of training hours/year carried out (in the three -year reference period).
Energy Efficiency Means the Performance Objective of the Performance Share Plan, calculated on a three -year basis, defined as the ratio between kWh of electrical energy and labour hours.
Euronext Milan Means the regulated market known as Euronext Milan, organized and managed by Borsa Italiana.
Exchange Ratio Means the conversion ratio of the Subscribed Warrants into Service Shares, as indicated in paragraphs 2.2 and 4.1 of the Information Document.
Executive Directors The directors of the Company qualified as executive pursuant to the Corporate Governance Code.
Executives with Strategic Responsibilities Means the executives who have the power and responsibility, directly or indirectly, for planning, directing and controlling the activities of the Company.
Exercise Period Means the period during which the Beneficiaries may exercise the Subscribed Warrants and the Vested Stock Options in accordance with the procedures set out in the respective Plan Rules, and in particular, the period running from the Working Day following t he date of receipt of the letter regarding, respectively, the instructions for the exercise of the Warrants and the grant of the Stock Options, and until the Expiration Date.
Exercise Price Means the consideration equal to Euro 33.40 per Share that each Beneficiary must pay for the exercise of the Subscribed Warrants and the Vested Stock Options in order to subscribe for the Service Shares. The Exercise Price was determined by the Board of Di rectors, in exercising the delegation for the MIP Capital Increase, applying a 1.5% discount to the volume -weighted average of the official prices of the Company ’s ordinary shares recorded over the 21 (twenty -one) consecutive calendar days on Euronext Milan preceding 7 July 2026 (i.e. reference period: 8 June 2026 - 6 July 2026, inclusive).
Expiration Date Means 31 December 2031, i.e. the last day of the Exercise Period provided for the Warrant Plan and the Stock Option Plan.
Gender Diversity Means the Performance Objective of the Performance Share Plan, calculated on a three -year basis, defined as the ratio between the
Courtesy Trans lation remuneration of female employees and the remuneration of male employees at the same classification level.
Gender Pay Gap Means the Performance Objective of the Performance Share Plan, calculated on a three -year basis, defined as the ratio between the remuneration of female employees and the remuneration of male employees at the same classification level.
Good Leaver Means any circumstance in which the Relationship ceases as a result of:
(a) death or physical or mental incapacity (due to illness or accident) of the Beneficiary that does not allow the continuation of the Relationship, provided duly certified by appropri ate medical documentation; (b) dismissal and/or revocation or non -renewal of the Beneficiary ’s mandate by the Company for reasons other than circumstances constituting just cause for dismissal pursuant to Article 2119 of the Civil Code or just cause for revocation under the law; (c) resignation by the Beneficiary for just cause pursuant to Article 2119 of the Civil Code in the case of an employment relationship or resulting from a substantial non -agreed reduction of the role and powers assigned in the case of a corporate relationship; (d) transfers and/or contributions of business divisions of the Company and/or of companies controlled or participated by it; (e) access by the Beneficiary to seniority or old -age pension treatment.
Grant Date Means, with reference to each Beneficiary, the date on which the Issuer will send the Grant Letter.
Grant Letter Means the initial communication for participation in each of the Plans addressed by the Board of Directors to the Beneficiaries of the Plans containing the main information relating to the individual plan, as further specified in the Plan Rules of each of the Plans.
Granted Stock Options Means the Stock Options in respect of which the Company has sent to the Beneficiaries the Grant Letter accepted by them in accordance with the Plan Rules.
Information Document Means this information document prepared pursuant to Article 84 -bis of the Issuers ’ Regulation and consistent, including in the numbering of its paragraphs, with the indications contained in Scheme 7 of Annex 3A of the Issuers ’ Regulation.
Issuers ’ Regulation Means the Regulation on issuers, adopted by CONSOB by resolution No.
11971 of 14 May 1999, as subsequently amended and supplemented.
MIP Capital Increase Means the share capital increase, against payment and in divisible form, resolved by the Board of Directors of the Issuer on 8 July 2026, through the issuance of a maximum of 1,403,686 Shares, for a maximum amount
Courtesy Trans lation equal to approximately 3% of the existing share capital of Avio as of 8 July 2026, to be reserved in service of incentive plans based on warrants and stock options, to be subscribed by 31 December 2031, in execution of the delegation granted to it pursuant to Article 2443 of the Civil Code by the Extraordinary Shareholders ’ Meeting of 23 October 2025, with the exclusion of pre -emption rights pursuant to Article 2441, fourth paragraph, second sentence, of the Civil Code.
Order Intake Business US Means the Performance Objective of the Performance Share Plan defined as order acquisition over the three -year period 2026 -2028 ("firm order backlog") as well as commitments with customers or long -term strategic agreements for the production of a guarantee d minimum volume subsequent to the three -year period 2026 -2028 ("soft order backlog"), considering that manufacturing plants and production facilities may be constructed subsequent to the three -year period 2026 -2028.
Performance Objectives Means the performance objectives to the achievement of which, according to certain performance levels, the allocation of Shares by individual Beneficiaries of the Performance Share Plan will be subject, as indicated in the subsequent paragraphs 2.2 and 4.1 , in the Plan Rules and in the relevant Grant Letter.
Performance Period Means the period between 1 January 2026 and 31 December 2028, with respect to which the level of achievement of the Performance Objectives is verified.
Performance Share Plan Means the "Performance Share Plan 2026 -2028", i.e. the incentive plan, in favour of the Chief Executive Officer, the Executives with Strategic Responsibilities of Avio and other managerial figures of Avio, based on the free -of-charge allocation of shares of Avio, replacing the 2026 -2028 monetary incentive plan under the remuneration policy for 2026 approved by the Shareh olders ’ Meeting of 28 April 2026.
Plan Rules Means the rules of each of the Plans governing the terms, characteristics, conditions and implementation modalities thereof.
Plans Means: (i) the Warrant Plan; (ii) the Stock Option Plan; (iii) the Performance Share Plan; and (iv) the Restricted Share Plan.
Relationship Means the employment or corporate relationship by virtue of the managerial appointment conferred, in force between the Beneficiaries and the Issuer or between the Beneficiaries and companies controlled or participated by it.
Restricted Share Plan Means the "Restricted Share Plan 2026 -2029", i.e. the incentive plan, in favour of managerial figures of Avio other than the Chief Executive
Courtesy Trans lation Officer, the Chairman and the other Executives with Strategic Responsibilities, based on the free -of-charge allocation of shares of Avio.
Rights Means the rights assigned to the Beneficiaries to receive Shares free of charge under the Performance Share Plan and the Restricted Share Plan, subject to the terms and conditions set forth in this Information Document and in the respective Plan Rules.
Service Shares Means the maximum 1,403,686 Shares to be issued under the MIP Capital Increase, intended exclusively and irrevocably for the exercise of the Warrants and Stock Options.
Share Value Means the value given by the volume -weighted average of the official prices of the Company ’s ordinary shares recorded over the 30 (thirty) consecutive calendar days on Euronext Milan preceding the last day of the Vesting Period, with reference to the Warrants, and of the Performance Period with reference to the Stock Options.
Shareholders ’ Meeting Means the shareholders ’ meeting of the Company.
Shares Means the ordinary shares of the Company listed on Euronext Milan, STAR Segment.
Stock Option Plan Means the "Stock Option Plan 2026 -2031", i.e. the incentive plan, in favour of the Chief Executive Officer, the Chairman, the Executives with Strategic Responsibilities of Avio and other managerial figures of Avio, based on the free -of-charge grant of stock options entitling the holder to subscribe for newly issued ordinary shares of Avio under the MIP Capital Increase.
Stock Options Means the "Stock Options Avio 2026 -2031", to be granted free of charge to the Beneficiaries of the Stock Option Plan, conferring on each of them the right to subscribe for newly issued ordinary shares of the Company at the Exercise Price, as well as subjec t to the further terms and conditions of the respective Plan Rules.
Subscribed Warrants Means the Warrants subscribed by the Beneficiaries pursuant to the respective Plan Rules.
Subscription Price Means the unit price to be paid by each Beneficiary to the Company in order to subscribe for the Warrants. The price shall be determined prior to the Grant Date in an amount equal to the fair market value of the Warrant determined on the basis of a specifi c appraisal carried out by an independent third party with proven experience.
Courtesy Trans lation CFA Means Legislative Decree No. 58 of 1998, as subsequently amended and supplemented.
Vested Stock Options Means the Granted Stock Options which, at the end of the Vesting Period, have become exercisable by the Beneficiary.
Vested Warrants Means the number of Granted Warrants that have vested and are therefore exercisable at the end of the Vesting Period and during the Exercise Period, pursuant to the provisions of these Plan Rules.
Vesting Conditions Means the vesting conditions of the Granted Stock Options, linked to the Share Value, as described in paragraphs 2.2 and 4.1 of this Information Document.
Vesting Period Means: (i) with reference to the Warrant Plan and the Stock Option Plan, the period running from the Grant Date until the date of the Shareholders ’ Meeting called to approve the financial statements for the year 2028; (ii) with reference to the Restricted Share Plan, the period running from the Grant Date until 31 December 2029.
Warrant Plan Means the "Warrant Plan 2026 -2031", i.e. the incentive plan, in favour of the Chief Executive Officer, the Chairman of the Board of Directors and the Executives with Strategic Responsibilities of Avio, based on the grant against payment of warrants entitling the holder to subscribe for newly issued ordinary shares of Avio, under the MIP Capital Increase.
Warrants Means the "Warrants Avio 2026 -2031", to be granted against payment to the Beneficiaries, conferring on each of them the right to subscribe for newly issued ordinary shares of the Company, at the Exercise Price and on the basis of the Exchange Ratio, as wel l as subject to the further terms and conditions of the respective Plan Rules.
Working Day Means each calendar day except Saturdays, Sundays and other days on which credit institutions are not, as a rule, open in the Milan financial district for the conduct of normal business.
Courtesy Trans lation
FOREWORD
This information document, prepared pursuant to Article 84 -bis of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers ’ Regulation") and in accordance with Scheme 7 of Annex 3A to the Issuers ’ Regulation, concerns the proposal for approval, by the Shareholders ’ Meeting convened for 8 September 2026 in a single call, of the following incentive plans based on financial instruments (the " Plans "):
(i) the "Warrant Plan 2026 -2031", i.e. the incentive plan, in favour of the Chief Executive Officer, the Chairman of the Board of Directors and the Executives with Strategic Responsibilities of Avio, based on the grant against payment of warrants entitling the holder to subscribe for newly iss ued ordinary shares of Avio, under the MIP Capital Increase (the " Warrant Plan "); and (ii) the "Stock Option Plan 2026 -2031", i.e. the incentive plan, in favour of the Chief Executive Officer, the Chairman, the Executives with Strategic Responsibilities of Avio and other managerial figures of Avio, based on the free -of-charge grant of stock options entitling the holder to subscribe for newly issued ordinary shares of Avio, under the MIP Capital Increase (the " Stock Option Plan ");
(iii) the "Performance Share Plan 2026 -2028", i.e. the incentive plan, in favour of the Chief Executive Officer, the Executives with Strategic Responsibilities of Avio and other managerial figures of Avio, based on the free -of-charge allocation of shares of Avio, replacing the 2026 -2028 monetary incentive plan under the remuneration policy for 2026 approved by the Shareholders ’ Meeting of 28 April 2026 (the " Performance Share Plan ");
(iv) the "Restricted Share Plan 202 7-2029", i.e. the incentive plan, in favour of managerial figures of Avio other than the Executives with Strategic Responsibilities, based on the free -of-charge allocation of shares of Avio (the " Restricted Share Plan ").
The information regarding the Beneficiaries as well as the number of instruments respectively allocated under the Plans is reported in detail in the table annexed to this document, prepared in compliance with the indications contained in Annex 3A, Scheme 7 , Table No. 1, of the Issuers ’ Regulation.
The Warrant Plan, the Stock Option Plan and the Performance Share Plan are to be considered of "particular relevance" pursuant to Article 114 -bis, paragraph 3, of Legislative Decree of 24 February 1998, No. 58 (the " CFA") and Article 84 -bis, paragraph 2, of the Issuers ’ Regulation, as they are addressed, inter alia , to Executive Directors and Executives with Strategic Responsibilities of the Company.
This information document is made available to the public at the registered office of Avio in Rome, Via Leonida Bissolati No. 76, as well as on the authorised storage mechanism eMarket STORAGE (www.emarketstorage. it) and on the Company ’s website, www.avio.com.
Courtesy Trans lation
1. PERSONS TO WHOM THE PLANS ARE ADDRESSED
1.1 Indication by name of the Beneficiaries who are members of the Board of Directors or of the management board of Avio, of the companies controlling Avio and of the companies directly or indirectly controlled by it The Beneficiaries of the Plans who hold the position of members of the Board of Directors, of the company controlling the Company and/or of the Controlled Companies are 2, as indicated in the table
below:
Name and
Surname Company Position Plans Giulio Ranzo Avio S.p.A. Chief Executive Officer and General Manager Warrant Plan, Stock Option Plan and Performance Share
Plan
Roberto Italia Avio S.p.A. Chairman of the Board of Directors Warrant Plan and Stock
Option Plan
1.2 The categories of employees or collaborators of the issuer of financial instruments and of the controlling or controlled companies of such issuer The Beneficiaries of the Plans also include up to approximately 30 Beneficiaries among Executives with Strategic Responsibilities of the Company and managerial figures of the Company other than Executives with Strategic Responsibilities.
1.3 Indication by name of the persons benefiting from the plan belonging to the groups indicated in point 1.3, letters a), b), c) of Annex 3A, Scheme 7, of the Issuers ’ Regulation (a) General managers of the issuer Giulio Ranzo, who holds the position of Chief Executive Officer and General Manager of the Company, has been identified among the Beneficiaries of the Warrant Plan, the Stock Option Plan and the Performance Share Plan.
(b) Other executives with strategic responsibilities of the issuer There are no other executives with strategic responsibilities of the issuer who have received, during the financial year, total compensation higher than the highest total compensation attributed to members of the Board of Directors and general managers of the issuer.
(c) Natural persons controlling the issuer of shares, who are employees or who provide collaborative activity in the issuer of shares There are no natural persons controlling the Company who are employees or who provide collaborative activity in the Company.
1.4 Description and numerical indication, separately by category (a) of executives with strategic responsibilities other than those indicated in letter b) of paragraph 1.3 The Beneficiaries of the Warrant Plan, the Stock Option Plan and the Performance Share Plan include those who, at the time of grant of the rights under the Plans, will effectively hold the qualification of "executive with strategic responsibilities" of Avi o pursuant to the definition set forth in Article 65,
Courtesy Trans lation paragraph 1 -quater, of the Issuers ’ Regulation. As of the publication date of this Information Document, there are 4 Executives with Strategic Responsibilities of Avio.
(b) in the case of "smaller companies", pursuant to Article 3, paragraph 1, letter f), of Regulation No.
17221 of 12 March 2010, the aggregate indication of all executives with strategic responsibilities of the issuer of financial instruments Not applicable, as the Company does not qualify as a "smaller company" pursuant to Article 3, paragraph 1, letter f), of Regulation No. 17221 of 12 March 2010.
(c) of the other possible categories of employees or collaborators for which differentiated characteristics of the plan have been envisaged (e.g., managers, middle managers, employees, etc.) (i) The incentive scheme provided for each of the Plans is the same for each Beneficiary of the same plan, it being understood that:
(ii) the Warrant Plan is addressed to the Chief Executive Officer, the Chairman of the Board of Directors and the Executives with Strategic Responsibilities of the Company. The number of Warrants subscribable differs in relation to the role held, the responsibi lities assigned and the strategic importance of the resource;
(iii) the Stock Option Plan is addressed to the Chief Executive Officer, the Chairman of the Board of Directors, the Executives with Strategic Responsibilities of the Company and managerial figures of the Company other than Executives with Strategic Responsibili ties. The number of Granted Stock Options differs in relation to the role held, the responsibilities assigned and the strategic importance of the resource;
(iv) the Performance Share Plan is addressed to the Chief Executive Officer, the Executives with Strategic Responsibilities of the Company and managerial figures of the Company other than Executives with Strategic Responsibilities. The number of Rights granted differs in relation to the role held, the responsibilities assigned and the strategic importance of the resource;
(v) the Restricted Share Plan is addressed only to managerial figures of the Company other than the Chief Executive Officer, the Chairman of the Board of Directors and the other Executives with Strategic Responsibilities. The number of Rights granted differs in relation to the role held, the responsibilities assigned and the strategic importance of the resource.
Furthermore, with specific reference to the Performance Share Plan, as further specified in the subsequent paragraphs 2.2 and 4.1, the Performance Objectives are the same for all Beneficiaries of such plans, while different incentive values are provided, b ased on the role of the Beneficiaries, in reltion to the different performance levels.
2. REASONS UNDERLYING THE ADOPTION OF THE PLANS
2.1 The objectives to be achieved through the allocation of the Plans In general terms, the Plans pursue the objective of orienting corporate performance in the medium -long term in conformity with the strategic lines outlined in the Industrial Plan and consistent with the Company ’s founding values, while at the same time promoting the alignment of management ’s interests with those of the shareholders and stakeholders of Avio.
More specifically, Avio has embarked on a new phase of development following the approval of a long -
term strategy aimed at significantly increasing the Group’s size, international presence, and value - a strategy that will require a sustained commitment from management over a period of several years, as well as the ability to attract, retain, and motivate the key personnel responsible for implementing it. The challenge of executing this strategy will be particularly significant in the United States, where Avio operates in a highly competitive market for acquiring specialized managerial and technical expertise.
Courtesy Trans lation In this perspective, an incentive and co -investment system based on complementary instruments has been structured , as follows :
(i) the Warrant Plan, by virtue of the investor role that the Beneficiaries may assume and the corresponding investment risk borne through the subscription of the Warrants, aims to incentivize investment in the Issuer by the top management figures who share th e Company ’s medium -long term development and growth project, also promoting corporate conduct suitable for contributing to the appreciation of the Avio share over such time horizon. The Warrant Plan allows the rewarding of value creation without increasing corporate costs and transfers to the Beneficiaries the same risk profile comparable to that of shareholders who invest in Avio;
(ii) the Stock Option Plan is aimed at incentivizing corporate conduct that favours the appreciation of the Avio share in the medium -long term, as well as promoting the retention and continued employment of persons holding strategic positions within Avio. The Stock Option Plan allows the rewarding of value creation by optimizing corporat e costs and transfers to the Beneficiaries a risk profile comparable to that of shareholders who invest in Avio;
(iii) the Performance Share Plan is primarily oriented towards supporting and rewarding the achievement of medium -long term corporate objectives, both of an economic -financial nature and relating to sustainability profiles, consistent with the corporate strategy defined in the Industrial Plan, in addition to fostering the retention and professional continuity of persons holding key roles within Avio;
(iv) the Restricted Share Plan is aimed at promoting the retention and continued employment of persons holding strategic positions within Avio, fostering an alignment of the interests of the Beneficiaries with those of the shareholders.
2.1.1 Additional information The Board of Directors believes that the Plans represent the most effective combination of incentive instruments for management and that which best responds to the interests of the Company, each according to its own specific characteristics.
In particular, the Vesting Period and the Performance Period, depending on the specific plan:
- allow the Beneficiaries to obtain the economic benefits over a time horizon consistent with the objectives of aligning the interests of the Beneficiaries and shareholders in the medium -long
term;
- ensure an adequate time horizon to measure the corporate contribution through the achievement of the Performance Objectives, with specific reference to the Performance Share Plan.
The Plans are part of a remuneration policy context that aims to enhance the variable remuneration of Avio’s top management consistently with the latter ’s strategic objectives and in line with the Corporate Governance Code, considering the opportunity to offer incentive instruments capable of guiding medium -long term performance, in accordance with the best market practices.
2.2 Key variables, including in the form of performance indicators considered for the purposes of the allocation of the Plans
Warrant Plan
The Warrant Plan provides for the grant, in a single tranche, of Warrants to the Beneficiaries against payment, i.e. against payment of the Exercise Price.
Courtesy Trans lation At the end of the Vesting Period, the Subscribed Warrants may be exercised on the basis of a variable Exchange Ratio depending on the Share Value:
(i) if the Share Value is between Euro 33.40 (i.e. the Exercise Price) and Euro 37.57, 0.50 Shares per
Warrant;
(ii) if the Share Value is between Euro 37.58 (equal to the Exercise Price plus 12.5%) and Euro 41.74, 0.75 Shares per Warrant;
(iii) if the Share Value is between Euro 41.75 (equal to the Exercise Price plus more than 25%) and Euro 45.92, 1 Share per Warrant;
(iv) if the Share Value is between Euro 45.93 (equal to the Exercise Price plus 37.5%) and Euro 50.09, 1.25 Shares per Warrant;
(v) if the Share Value is equal to or above Euro 50.10 (equal to the Exercise Price plus 50% or more), 1.50 Shares per Warrant.
The decision to provide for the mechanism of a variable Exchange Ratio depending on the Share Value allows modulation of the economic benefit based on the degree of appreciation of the Avio share, rewarding to a greater extent the achievement of superior s hare performance and thus strengthening management ’s orientation towards ambitious long -term growth objectives.
Stock Option Plan The Stock Option Plan provides for the free -of-charge grant, in a single tranche, of Stock Options to the Beneficiaries. Each Stock Option granted under the Stock Option Plan confers the right on the Beneficiary to subscribe for the Service Shares, subject to the following Vesting Conditions:
(i) 40% of the Granted Stock Options shall become exercisable only if the Share Value is at least equal to the Exercise Price (i.e. Euro 33.40);
(ii) the remaining 60% of the Granted Stock Options shall become exercisable only if the Share Value is at least equal to the Exercise Price increased by 25% (i.e. Euro 41.75).
This overall structure has been adopted in order to incentivize the retention of management in the medium -long term, in order to ensure managerial continuity and organizational stability, in addition to incentivizing corporate conduct that favours certain corporate performance as well as the appreciation of the Avio share in the medium -long term.
Performance Share Plan The Performance Share Plan provides for the free -of-charge grant, in a single tranche, of Rights to the Beneficiaries. Each Right entitles the holder to receive Shares free of charge at the end of the Performance Period, subject to the achievement of the P erformance Objectives.
The Plan is linked to Performance Objectives of both a cumulative three -year economic -financial nature, with an overall weight of 80% (i.e., EBITDA Reported, Order Intake Business US and Average Return on Invested Capital), and related to ESG factors (Gend er Diversity, Gender Pay Gap, Energy Efficiency and Employee Training), on a three -year basis, with an overall weight of 20%. For each indicator, a minimum performance level (threshold) is provided, below which no award is granted, a target performance lev el and a maximum performance level (cap), with linear interpolation for intermediate values. The detail relating to the Performance Objectives of the Performance Share Plan will be communicated to the Beneficiaries in the Grant Letter which shall be signed by the Beneficiaries for acceptance.
The Performance Share Plan replaces the "2026 -2028 Incentive Plan" on a monetary basis under the remuneration policy approved by the Shareholders ’ Meeting of 28 April 2026 and, compared to such
Courtesy Trans lation monetary plan, provides for the same structure in terms of Performance Objectives, achievement levels thereof, award value granted and scope of beneficiaries.
The decision to make the payment of the incentive provided by the Performance Share Plan conditional upon the prior achievement of the specific Performance Objectives is intended to align the interests of the Beneficiaries with those of the shareholders an d other stakeholders of Avio. Furthermore, such conditions, applicable according to identical modalities to all Beneficiaries, are characterized by a multi -
year Performance Period for the purpose of pursuing a consolidation of results and strengthening the long-term perspective that is intended to be attributed to the Performance Share Plan itself.
For further information on the Performance Objectives of the Performance Share Plan to which the allocation of Shares is subject, see the subsequent paragraph 4.5.
Restricted Share Plan The Restricted Share Plan provides for the free -of-charge grant, in a single tranche, of Rights to the Beneficiaries. Each Right entitles the holder to receive Shares free of charge at the end of the Vesting Period.
Unlike the Performance Share Plan, the Restricted Share Plan is not subject to the achievement of performance objectives, but is conditioned exclusively on the continuity of the Relationship between the Beneficiary and the Company (or another company of th e Group) at the expiry date of the Vesting Period, as provided in the subsequent paragraph 4.8. At the end of such period, once the continuity of the Relationship has been verified as provided in the subsequent paragraph 4.8, the Rights granted are conside red vested and the Beneficiary shall be entitled to receive the corresponding Shares.
The provision of a multi -year vesting period, together with the requirement of continuity of the Relationship as an essential condition for the vesting of the Rights, constitutes an effective retention tool for key resources. Such mechanism, in fact, incen tivizes the continued employment of the Beneficiaries within the corporate organization in the medium -long term, contributing to ensuring managerial continuity and organizational stability, in addition to incentivizing corporate conduct that favours the appreciation of the Avio share in the medium -long term.
The number of Rights granted to each Beneficiary is determined by the Board of Directors, having heard the opinion of the Committee competent in remuneration matters, taking into account the role held, the responsibilities assigned and the strategic import ance of the resource within the corporate organization.
2.3 Elements underlying the determination of the amount of compensation based on financial instruments, or the criteria for its determination
Warrant Plan
The number of Warrants subscribable by the Beneficiaries was determined by the Board of Directors on 29 July 2026, following a favourable opinion of the Committee, in relation to the role held, the responsibilities assigned and the strategic importance of the resource, as specified below:
(i) a maximum of 90,000 Warrants for the Chief Executive Officer and General Manager;
(ii) a maximum of 90,000 Warrants for the Chairman of the Board of Directors;
(iii) a maximum of 70,000 Warrants for the remaining Executives with Strategic Responsibilities.
Stock Option Plan The number of Granted Stock Options subscribable by the Beneficiaries was determined by the Board of Directors on 29 July 2026, following a favourable opinion of the Committee, in relation to the role held, the responsibilities assigned and the strategic i mportance of the resource, as specified below:
(i) a maximum of 156,000 Stock Options for the Chief Executive Officer and General Manager;
Courtesy Trans lation (ii) a maximum of 78,000 Stock Options for the Chairman of the Board of Directors;
(iii) a maximum of 1 90,400 Stock Options for the remaining Executives with Strategic Responsibilities;
(iv) a maximum of 400, 600 Stock Options for the additional Beneficiaries.
The number of Granted Stock Options for each Beneficiary referred to in items (iv) and (v) above shall be calculated by dividing the target value of the grant by the fair value of the Stock Options, which in turn depends on the Exercise Price, also taking into account the probability of vesting.
Performance Share Plan The amount of the award value granted to each Beneficiary of the Performance Share Plan shall be determined by the Board of Directors at the Grant Date, having heard the Committee, taking as reference a percentage of fixed remuneration; such percentage has been identified in relation to the role held, the responsibilities assigned and the strategic importance of the resource. In particular, on the basis of the Share value given by the Exercise Price, the award value shall be equal to: (i) for the Chief Exec utive Officer, 120% of fixed remuneration for target results, 180% in case of maximum performance and 60% in case of minimum performance; (ii) for the COO, 60% of fixed remuneration for target results, 90% in case of maximum performance and 30% in case of minimum performance; (iii) for the other Executives with Strategic Responsibilities, 35% of fixed remuneration for target results, 52.5% in case of maximum performance and 17.5% in case of minimum performance.
The number of Rights to be assigned to the Beneficiaries shall be calculated on the basis of the volume -
weighted average of the official prices of the Company ’s ordinary shares recorded over the 30 (thirty) consecutive calendar days on Euronext Milan preceding the date of approval of the Plan Rules by the Board of Directors.
Such criteria ensure, inter alia , that:
- there is an adequate balance between the fixed and variable components and, within the latter, between the short -term and long -term variable components;
- the Performance Objectives, to which the payment of the share incentive of the plan in question is linked, are predetermined, measurable and linked to a significant extent to a medium -long term time horizon.
Furthermore, the Performance Share Plan provides for a dividend equivalent mechanism for dividends distributed during the Performance Period. In particular, should the Shareholders ’ Meeting proceed with the distribution of dividends in favour of the Shareholders during the Performance Period, the Beneficiaries shall be granted an additional number of Shares determined on the basis of the amount of dividends distributed overall during the Performance Period. The additional shares shall be calculated on the basis of the sum of dividends retained by the Company over the above -indicated time period divided by the average Share price calculated as the volume -weighted average of the officia l prices of the Company ’s ordinary shares recorded over the 30 (thirty) consecutive calendar days on Euronext Milan preceding the transfer of Shares to the Beneficiaries.
The dividend equivalent mechanism therefore constitutes a tool aimed at further strengthening the alignment of the interests of the Beneficiaries of the Performance Share Plan with those of the shareholders over the long term.
Restricted Share Plan The amount of the award value granted to each Beneficiary of the Restricted Share Plan shall be determined by the Board of Directors at the Grant Date, having heard the Committee , taking as reference a percentage of fixed remuneration; such percentage has been identified in relation to the role held, the responsibilities assigned and the strategic importance of the resource.
Courtesy Trans lation The number of Rights to be assigned to the Beneficiaries shall be calculated on the basis of the volume -
weighted average of the official prices of the Company ’s ordinary shares recorded over the 30 (thirty) consecutive calendar days on Euronext Milan preceding the date of approval of the Plan Rules by the Board of Directors.
Furthermore, the Restricted Share Plan provides for a dividend equivalent mechanism for dividends distributed during the Vesting Period. In particular, should the Shareholders ’ Meeting proceed with the distribution of dividends in favour of the Shareholders during the Vesting Period, the Beneficiaries shall be granted an additional number of Shares determined on the basis of the amount of dividends distributed overall during the Vesting Period. The additional shares shall be calculated on the basis of the sum of dividends retained by the Company over the above -indicated time period divided by the average Share price calculated as the volume -weighted average of the official prices of the Company ’s ordinary shares recorded over the 30 (thirty) consecutive calendar days on Euronext Milan preceding the transfer of Shares to the Beneficiaries.
The dividend equivalent mechanism therefore constitutes a tool aimed at further strengthening the alignment of the interests of the Beneficiaries of the Restricted Share Plan with those of the shareholders over the long term.
2.4 The reasons underlying the possible decision to allocate compensation plans based on financial instruments not issued by Avio Not applicable as none of the Plans provides for the allocation of financial instruments not issued by Avio.
2.5 Assessments regarding significant tax and accounting implications that have affected the definition of the Plans As of the date of this Information Document, the Company is not aware of any significant accounting and tax implications that have affected the definition of the Plans.
2.5 The possible support of the Plans by the Special Fund for incentivizing worker participation in companies, pursuant to Article 4, paragraph 112, of Law No. 350 of 24 December 2003 The Plans will not receive any support from the Special Fund for incentivizing worker participation in companies, pursuant to Article 4, paragraph 112, of Law No. 350 of 24 December 2003.
3. APPROVAL PROCESS AND TIMING OF THE PLANS
3.1 Scope of the powers and functions delegated by the Shareholders ’ Meeting to the Board of Directors for the purpose of implementing the Plans On 2 9 July 2026, the Board of Directors of the Company, with the prior favourable opinion of the Committee and with the abstention of the Chief Executive Officer and the Chairman of the Board of Directors, resolved to submit the Plans to the ordinary Shareholders ’ Meeting convened for 8 September 2026.
The Shareholders ’ Meeting will be called to resolve, inter alia , the grant to the Board of Directors of all powers necessary or appropriate for giving full and complete implementation to the Plans including, by way of example and not limited to, all powers to: (i) approve the Plan Rules of the Performance Share Plan a nd the Restricted Share Plan, amend and/or supplement them, (ii) identify by name all the Beneficiaries for each of the Plans, (iii) determine the quantity of Warrants, Stock Options and Rights, as applicable, to be granted to each Beneficiary under each o f the Plans (to the extent that it has not already been determined; see paragraph 2.3 above) , (iv) proceed with the grant of the Warrants (for subscription), the Stock Options and the Rights to each Beneficiary, (v) prepare and/or finalize any
Courtesy Trans lation document necessary or appropriate in relation to the implementation of the Plans, as well as perform any act, fulfilment, formality, communication that may be necessary or appropriate for the purposes of the management and/or implementation of the Plans, w ith the power to delegate its powers, duties and responsibilities regarding its execution and application.
3.2 Persons entrusted with the administration of the Plans and their function and competence In the event of approval of the Plans by the Shareholders ’ Meeting, the competence for the execution of the Plans shall rest with the Board of Directors, which shall be entrusted by the Shareholders ’ Meeting with the management and implementation of the Plans, with the support of the Committee competent in remuneration matters.
The operational and administrative management of the Plans shall be delegated to the Human Resources and Organisation function, with the support of the other competent corporate structures, including all civil law, accounting, administrative and tax obligations related to the allocation and delivery of Shares to the Beneficiaries.
The administration of the Plans may also be entrusted to a fiduciary company that will operate on the basis of a specific mandate granted by Avio and shall comply with the provisions of the Plan Rules.
3.3 Any existing procedures for the revision of the Plans also in relation to any changes in the underlying
objectives
Without prejudice to the competence of the Shareholders ’ Meeting in the cases provided by law, the Board of Directors is the competent body to make any amendments to the Plans, in compliance with the rules on derogations from the remuneration policy under Article 123 -ter, paragraph 3 -bis of the CFA where applicable, i.e. in the presence of the exceptional circumstances provided by the remuneration policy in force from time to time for derogating from the policy itself, as well as in compliance with the procedures and limited to the specific elements provided by the same remuneration policy.
Without prejudice to the foregoing, the Board of Directors has the right to make, in the manner deemed most appropriate, merely formal amendments or additions that it deems useful or necessary for the better pursuit of the purposes of the Plan, having rega rd to the interests of the Company and of the Beneficiaries, while maintaining unchanged the substantive and economic contents of the Plans.
3.4 Modalities through which to determine the availability and allocation of the financial instruments on which the Plans are based The Plans provide for the grant to the Beneficiaries of:
(i) Warrants against payment (with regard to the Warrant Plan) and Stock Options free of charge (with regard to the Stock Option Plan). Both such instruments grant the right to subscribe, upon payment of the Exercise Price, the Service Shares which will be iss ued by the Company under the MIP Capital Increase. To this end, on 8 July 2026, the Board of Directors of the Company approved the partial exercise of the delegation for the MIP Capital Increase for an amount equal to approximately 3% of Avio ’s pre -existing share capital, with the exclusion of pre -emption rights pursuant to Article 2441, paragraph 4, second sentence, of the Civil Code;
(ii) Rights free of charge to receive Shares (with regard to the Performance Share Plan and the Restricted Share Plan), which shall be purchased by the Company on the basis of the treasury share buyback authorization to be submitted for approval to the Sharehol ders’ Meeting of 8 September 2026.
3.5 Role played by each director in the determination of the characteristics of the aforementioned Plans
Courtesy Trans lation The entire process of defining the characteristics of the Plans was carried out collegially and with the proposing and advisory support of the Committee, in compliance with the recommendations of the Corporate Governance Code and with the best corporate go vernance practices in the matter. It is also noted that the resolution by which the Board of Directors adopted the scheme of the Plans to be submitted for shareholders ’ meeting approval was taken unanimously by the voting directors, with the abstention of the Chief Executive Officer and the Chairman of the Board of Directors, as they are included among the Beneficiaries of the Warrant Plan, the Stock Option Plan and the Performance Share Plan (with reference t o the latter, only the Chief Executive Officer is included among the Beneficiaries).
3.6 Date of the decision taken by the competent body to propose the approval of the Plans to the Shareholders ’ Meeting and of the possible proposal by the Committee competent in remuneration
matters
The approval process for the Plans was structured as follows:
(i) on 25 June, 2 July, 6 July and 8 July 2026, the Committee preliminarily examined certain essential elements of the Plans;
(ii) on 8 July 2026, the Board of Directors approved the aforementioned essential elements of the Plans, as well as the partial exercise of the delegation for the MIP Capital Increase;
(iii) on 10 July, 21 July and 27 July 2026, the Committee examined and discussed additional aspects of the Plans;
(iv) on 28 July 2026, the Board of Directors examined and discussed the final scheme of the Plans;
(v) on 29 July 2026, the Committee unanimously issued its favourable opinion regarding the final scheme of the Plans;
(vi) on 29 July 2026, the Board of Directors, having noted the favourable opinion of the Committee and with the abstention of the Chief Executive Officer and the Chairman of the Board of Directors, resolved to submit the adoption of the Plans to the Shareholder s’ Meeting in ordinary session convened on 8 September 2026 and approved, inter alia , this Information Document, as well as the Plan Rules relating to the Warrant Plan and the Stock Option Plan.
3.7 Date of the decision taken by the competent body regarding the allocation of the instruments and of the proposal to said body made by the committee competent in remuneration matters The Plans are submitted for approval to the ordinary Shareholders ’ Meeting convened on 8 September 2026.
Following the Shareholders ’ Meeting, in the event of approval of the Plans, the Board of Directors shall meet to adopt the relevant decisions for the purposes of executing the Plans.
The disclosure will be supplemented in the manner and within the terms indicated by Article 84 -bis, paragraph 5, letter a), of the Issuers ’ Regulation.
3.8 The market price, recorded on the aforementioned dates, of the financial instruments on which the Plans are based The Plans will be submitted for approval to the ordinary Shareholders ’ Meeting of the shareholders of Avio convened for 8 September 2026. Following the Shareholders ’ Meeting and subject to the approval of the Plans by the latter, the Board of Directors shall meet to take the relevant decisions for the purposes of implementing the Plans, including those concerning the identification of the maximum number of Shares to b e allocated, free of charge or against payment depending on the plan, to the Beneficiaries under the Plans, without prejudice to the maximum number of Service Shares in service of the Warrant Plan and the Stock Option Plan established by the Board of Direc tors in exercising the delegation for the MIP Capital Increase.
Courtesy Trans lation The following is the closing price of the Shares recorded on the dates indicated in paragraph 3.6 above:
- closing price of the Avio share recorded on the Euronext Milan market on 25 June 2026: Euro
28.48 ;
- closing price of the Avio share recorded on the Euronext Milan market on 2 July 2026: Euro 32.24 ;
- closing price of the Avio share recorded on the Euronext Milan market on 6 July 2026: Euro 33.40 ;
- closing price of the Avio share recorded on the Euronext Milan market on 8 July 2026: Euro 32.59 ;
- closing price of the Avio share recorded on the Euronext Milan market on 10 July 2026: Euro
30.75 ;
- closing price of the Avio share recorded on the Euronext Milan market on 21 July 2026: Euro
28.64 ;
- closing price of the Avio share recorded on the Euronext Milan market on 27 July 2026: Euro
28.60 ;
- closing price of the Avio share recorded on the Euronext Milan market on 28 July 2026: Euro
28.78 ;
- closing price of the Avio share recorded on the Euronext Milan market on 29 July 2026: Euro 28.54 .
3.9 Safeguards adopted by the Company in the event of possible temporal coincidence between the date of allocation of the financial instruments or any related decisions by the body competent in remuneration matters and the disclosure of relevant informatio n pursuant to Article 17 of Regulation (EU) No.
596/2014
The decisions regarding the grant of the Warrants and the Stock Options as well as the assignment of the Rights will be taken by the Board of Directors of Avio, following approval of the Plans by the Shareholders ’ Meeting, in compliance with the applicable regulations, including those concerning market abuse, as well as corporate regulations and procedures. It was therefore not necessary to establish any specific safeguard in this regard.
It is in any event specified that - as indicated in the subsequent paragraph 4.2 - the Beneficiaries ’ right to receive, free of charge or against payment depending on the plan, the Shares subject to allocation shall vest in practice only upon the basis of the specific conditions provided by each of the Plans.
4. CHARACTERISTICS OF THE PLANS
4.1 Description of the forms in which the Plans are structured
Warrant Plan
The Warrant Plan provides for the grant, in a single tranche, of Warrants to the Beneficiaries against payment, i.e. against payment of the Subscription Price. Each Warrant grants the right to subscribe for Service Shares at the Exercise Price, to be issue d under the MIP Capital Increase.
At the end of the Vesting Period, the Subscribed Warrants may be exercised on the basis of a variable Exchange Ratio depending on the Share Value:
(i) if the Share Value is between Euro 33.40 (i.e. the Exercise Price) and Euro 37.57, 0.50 Shares per
Warrant;
(ii) if the Share Value is between Euro 37.58 (equal to the Exercise Price plus 12.5%) and Euro 41.74, 0.75 Shares per Warrant;
Courtesy Trans lation (iii) if the Share Value is between Euro 41.75 (equal to the Exercise Price plus more than 25%) and Euro 45.92, 1 Share per Warrant;
(iv) if the Share Value is between Euro 45.93 (equal to the Exercise Price plus 37.5%) and Euro 50.09, 1.25 Shares per Warrant;
(v) if the Share Value is equal to or above Euro 50.10 (equal to the Exercise Price plus 50% or more), 1.50 Shares per Warrant.
The number of Warrants subscribable by the Beneficiaries was determined by the Board of Directors on 29 July 2026, following a favourable opinion of the Committee, in relation to the role held, the responsibilities assigned and the strategic importance of the resource, as specified below:
(iv) a maximum of 90,000 Warrants for the Chief Executive Officer and General Manager;
(v) a maximum of 90,000 Warrants for the Chairman of the Board of Directors;
(vi) a maximum of 70,000 Warrants for the remaining Executives with Strategic Responsibilities.
The number of Warrants subscribable by the Beneficiaries shall be calculated by dividing the target opportunity by the fair value of the Warrants, which in turn depends on the Exercise Price.
Stock Option Plan The Stock Option Plan provides for the free -of-charge grant, in a single tranche, of Stock Options to the Beneficiaries.
Each Stock Option granted under the Stock Option Plan confers the right on the Beneficiary to subscribe for the Service Shares at the Exercise Price, subject to the following Vesting Conditions:
(i) 40% of the Granted Stock Options shall become exercisable only if the Share Value is at least equal to the Exercise Price (i.e. Euro 33.40);
(ii) the remaining 60% of the Granted Stock Options shall become exercisable only if the Share Value is at least equal to the Exercise Price increased by 25% (i.e. Euro 41.75).
The number of Granted Stock Options subscribable by the Beneficiaries was determined by the Board of Directors on 29 July 2026, following a favourable opinion of the Committee, in relation to the role held, the responsibilities assigned and the strategic i mportance of the resource, as specified below:
(v) a maximum of 156,000 Stock Options for the Chief Executive Officer and General Manager;
(vi) a maximum of 78,000 Stock Options for the Chairman of the Board of Directors;
(vii) a maximum of 1 90,400 Stock Options for the remaining Executives with Strategic Responsibilities;
(viii) a maximum of 400, 600 Stock Options for the additional Beneficiaries.
The number of Granted Stock Options for each Beneficiary referred to in items (iv) and (v) above shall be calculated by dividing the target value of the grant by the fair value of the Stock Options, which in turn depends on the Exercise Price, also taking into account the probability of vesting.
Performance Share Plan The Performance Share Plan provides for the free -of-charge grant, in a single tranche, of Rights to the Beneficiaries. Each Right entitles the holder to receive Shares free of charge at the end of the Performance Period, subject to the achievement of the P erformance Objectives.
The Plan is linked to Performance Objectives of both a cumulative three -year economic -financial nature, with an overall weight of 80% (i.e., EBITDA Reported, Order Intake Business US and Average Return on Invested Capital), and related to ESG factors (Gend er Diversity, Gender Pay Gap, Energy Efficiency and Employee Training), on a three -year basis, with an overall weight of 20%.
Courtesy Trans lation
In particular:
- the EBITDA Reported objective, with a weight of 35%;
- the Order Intake Business US objective, with a weight of 20%;
- the Average Return on Invested Capital objective, with a weight of 25%;
- the Gender Diversity objective, with a weight of 5%;
- the Gender Pay Gap objective, with a weight of 5%;
- the Energy Efficiency objective, with a weight of 5%;
- the Employee Training objective, with a weight of 5%.
For each indicator, a minimum performance level (threshold) is provided, below which no award is granted, a target performance level and a maximum performance level (cap), with linear interpolation for intermediate values. The detail relating to the Perfor mance Objectives will be communicated to the Beneficiaries in the Grant Letter which shall be signed by the Beneficiaries for acceptance.
The amount of the award value granted to each Beneficiary shall be determined by the Board of Directors at the Grant Date, having heard the Committee, taking as reference a percentage of fixed remuneration, identified in relation to the role held, the resp onsibilities assigned and the strategic importance of the resource. In particular, the award value shall be equal to: (i) for the Chief Executive Officer, 120% of fixed remuneration for target results, 180% in case of maximum performance and 60% in case of minimum performance; (ii) for the COO, 60% of fixed remuneration for target results, 90% in case of maximum performance and 30% in case of minimum performance; (iii) for the other Executives with Strategic Responsibilities, 35% of fixed remuneration for t arget results, 52.5% in case of maximum performance and 17.5% in case of minimum performance.
The number of Rights to be assigned to the Beneficiaries shall be calculated on the basis of the volume -
weighted average of the official prices of the Company ’s ordinary shares recorded over the 30 (thirty) consecutive calendar days on Euronext Milan preceding the date of approval of the Plan Rules by the Board of Directors.
The following scheme sets out the link between the Performance Objectives of the Performance Share Plan and the award provided upon achievement of the Performance Objectives of the Performance Share Plan at the minimum, target, and maximum level for the Ch ief Executive Officer, for each of the parameters set, each valid independently from the others, with reference to its relative weight:
Indicator Weight Performance Scenario Award vs target EBITDA Reported cumulative three -year 35% Minimum Budget target -25% 60% Target Budget target 120% Maximum Budget target +25% 180% Order Intake Business US 20% Minimum Budget target -50% 60%
Courtesy Trans lation Target Budget target 120% Maximum Budget target +50% 180% Average Return on Invested Capital 25% Minimum Budget target -30% 60% Target Budget target 120% Maximum Budget target +30% 180% ESG Indicators 5% Minimum Budget target -5.9% 60% Target Budget target 120% Maximum Budget target +5.9% 180% 5% Minimum Budget target -1% 60% Target Budget target 120% Maximum Budget target +1% 180% 5% Minimum Budget target -16.7% 60% Target Budget target 120% Maximum Budget target +16.7% 180% 5% Minimum Budget target -8.1% 60% Target Budget target 120% Maximum Budget target +8.1% 180%
Considering the confidential nature of the long -term economic -financial objectives, it is not deemed possible to provide a greater level of detail ex -ante; however, in its communications to the market, the Company regularly provides qualitative indications regarding the multi -year outlook (largely predictable in relation to the company ’s order backlog).
Furthermore, the Performance Share Plan provides for a dividend equivalent mechanism for dividends distributed during the Performance Period. In particular, should the Shareholders ’ Meeting proceed with the distribution of dividends in favour of the Shareholders during the Performance Period, the
Courtesy Trans lation Beneficiaries shall be granted an additional number of Shares determined on the basis of the amount of dividends distributed overall during the Performance Period. The additional shares shall be calculated on the basis of the sum of dividends retained by t he Company over the above -indicated time period divided by the average Share price calculated as the volume -weighted average of the official prices of the Company ’s ordinary shares recorded over the 30 (thirty) consecutive calendar days on Euronext Milan preceding the transfer of Shares to the Beneficiaries.
Restricted Share Plan The Restricted Share Plan provides for the free -of-charge grant, in a single tranche, of Rights to the Beneficiaries. Each Right entitles the holder to receive Shares free of charge at the end of the Vesting Period.
Unlike the Performance Share Plan, the Restricted Share Plan is not subject to the achievement of performance objectives, but is conditioned exclusively on the continuity of the Relationship between the Beneficiary and the Company (or another company of th e Group) at the expiry date of the Vesting Period, as provided in the subsequent paragraph 4.8. At the end of such period, once the continuity of the Relationship has been verified as provided in the subsequent paragraph 4.8, the Rights granted are conside red vested and the Beneficiary shall be entitled to receive the corresponding Shares.
The number of Rights granted to each Beneficiary is determined by the Board of Directors, having heard the opinion of the Committee, taking into account the role held, the responsibilities assigned and the strategic importance of the resource within the co rporate organization.
The number of Rights to be assigned to the Beneficiaries shall be calculated on the basis of the volume -
weighted average of the official prices of the Company ’s ordinary shares recorded over the 30 (thirty) consecutive calendar days on Euronext Milan preceding the date of approval of the Plan Rules by the Board of Directors.
Furthermore, the Restricted Share Plan provides for a dividend equivalent mechanism for dividends distributed during the Vesting Period. In particular, should the Shareholders ’ Meeting proceed with the distribution of dividends in favour of the Shareholders during the Vesting Period, the Beneficiaries shall be granted an additional number of Shares determined on the basis of the amount of dividends distributed overall during the Vesting Period. The additional shares shall be calculated on the basis of the sum of dividends retained by the Company over the above -indicated time period divided by the average Share price calculated as the volume -weighted average of the official prices of the Company ’s ordinary shares recorded over the 30 (thirty) consecutive calendar days on Euronext Milan preceding the transfer of Shares to the Beneficiaries.
4.2 Indication of the period of actual implementation of the Plans
Warrant Plan
The exercise of the Warrants is subject to the lapse of the Vesting Period. At the end of such period, the Subscribed Warrants may be exercised at any time during the Exercise Period, on the basis of a variable Exchange Ratio depending on the Share Value.
Stock Option Plan The vesting of the Granted Stock Options is subject to (i) the lapse of the Vesting Period, (ii) the continuity of the Relationship between the Beneficiary and the Company (or another company of the Group) at the expiry date of the Vesting Period, as provi ded in the subsequent paragraph 4.8, as well as (iii) the satisfaction of the Vesting Conditions linked to the Share Value, as described in the preceding paragraphs 2.2 and 4.1. The Vested Stock Options may be exercised at any time during the Exercise Period, on the basis of the applicable Vesting Conditions.
Courtesy Trans lation Performance Share Plan The payment of the incentive provided by the Performance Share Plan is subject to the achievement of the Performance Objectives during the Performance Period, which will end on 31 December 2028. If such objectives are achieved as set out in the preceding p aragraphs 2.2 and 4.1, the Shares corresponding to the vested Rights shall be transferred to the Beneficiaries at the end of the Performance Period. The Shares granted on the basis of the dividend equivalent mechanism shall be transferred to the Beneficiar ies together with the remaining Shares allocated to the Beneficiaries under the Performance Share Plan.
Restricted Share Plan The payment of the incentive provided by the Restricted Share Plan is subject exclusively to the continuity of the Relationship between the Beneficiary and the Company (or another company of the Group) at the expiry date of the Vesting Period, which will e nd on 31 December 2029, as provided in the subsequent paragraph 4.8. At the end of such period, once the continuity of the Relationship has been verified as provided in the subsequent paragraph 4.8, the Rights granted are considered vested and the correspo nding Shares shall be transferred to the Beneficiaries. The Shares granted on the basis of the dividend equivalent mechanism shall be transferred to the Beneficiaries together with the remaining Shares allocated to the Beneficiaries under the Restricted Sh are Plan.
4.3 The term of the Plans Each of the Plans shall have duration until the Expiration Date. In particular:
(i) the Warrant Plan and the Stock Option Plan will end in 2031;
(ii) the Performance Share Plan will end in 2029; and (iii) the Restricted Share Plan will end in 2030.
4.4 Maximum number of financial instruments allocated in each fiscal year in relation to the persons identified by name or to the indicated categories
Warrant Plan
In exercising the delegation for the MIP Capital Increase, the Board of Directors established the maximum number of 1,403,686 Service Shares that may be issued under the MIP Capital Increase.
Without prejudice to the foregoing, the maximum number of Warrants that may be granted to the Beneficiaries of the Warrant Plan is 250,000 and the maximum number of Service Shares that may be subscribed by the Beneficiaries of the Warrant Plan is 375,000.
Stock Option Plan In exercising the delegation for the MIP Capital Increase, the Board of Directors established the maximum number of 1,403,686 Service Shares that may be issued under the MIP Capital Increase.
Without prejudice to the foregoing, the maximum number of Stock Options that may be granted to the Beneficiaries of the Stock Option Plan is 825,000 and the maximum number of Service Shares that may be subscribed by the Beneficiaries of the Stock Option Pl an is 825,000.
Performance Share Plan The maximum number of Shares allocable under the Performance Share Plan shall be established by the Board of Directors in the implementation phase of the plan and shall be communicated pursuant to Article 84 -bis, paragraph 5, letter a), of the Issuers ’ Regulation or, in any event, pursuant to the legal and regulatory provisions applicable from time to time.
Courtesy Trans lation As of the publication date of this Information Document, on the basis of the volume -weighted average of the official prices of the Company ’s ordinary shares recorded on Euronext Milan in the period between 26 June 2026 and 27 July 2026, it is estimated that such number, net of the Shares that may be allocated on the basis of the dividend equivalent mechanism, cannot exceed 6 0,868 Shares, representing about 0.13% of the outstanding Shares.
Restricted Share Plan The maximum number of Shares allocable under the Restricted Share Plan shall be established by the Board of Directors in the implementation phase of the plan and shall be communicated pursuant to Article 84 -bis, paragraph 5, letter a), of the Issuers ’ Regulation or, in any event, pursuant to the legal and regulatory provisions applicable from time to time.
As of the publication date of this Information Document, on the basis of the volume -weighted average of the official prices of the Company ’s ordinary shares recorded on Euronext Milan in the period between 26 June 2026 and 27 July 2026, it is estimated that such number, net of the Shares that may be allocated on the basis of the dividend equivalent mechanism, cannot exceed 62.033 Shares, representing about 0.13% of the outstanding Shares.
4.5 Modalities and clauses for the implementation of the Plans
Warrant Plan
The Board of Directors shall identify the Beneficiaries of the Warrant Plan who have yet to be identified by name as of the date of this Information Document, and will send to each Beneficiary of such plan the Grant Letter, the latter already containing the indication, inter alia , of the number of Warrants, the Subscription Price and the Exercise Price of the Warrants. Each Beneficiary may participate in the Warrant Plan by subscribing, in whole or in part, the Warrants within 2 Working Days from the Grant Date, against payment of the Subscription Price. The Warrants are registered and freely transferable to third parties.
The Subscribed Warrants may be exercised, in whole or in part, according to the applicable Exchange Ratio, with simultaneous payment of the Exercise Price of the Warrants. The Beneficiary intending to transfer the Subscribed Warrants is required to give pr ior notice to the Company. Upon such notice, the Company shall have the right to exercise a buyback option on the Warrants at a price equal to the fair market value of the Warrant upon the Company ’s receipt of the aforementioned notice sent by the Beneficiary , less a 10% discount, as further specified in the relevant Plan Rules.
All costs relating to the transfer of Shares to the Beneficiaries shall be borne exclusively by the Issuer.
Subscribed Warrants not exercised by the Expiration Date shall be deemed definitively lapsed.
More detailed provisions on the functioning of the Warrant Plan are contained in the relevant Plan Rules.
Stock Option Plan The Board of Directors shall identify the Beneficiaries of the Stock Options Plan who have yet to be identified by name as of the date of this Information Document, and will send to each Beneficiary of such plan the Grant Letter, the latter already containing the indication, inter alia , of the number of Stock Options, the Performance Period and the Exercise Price of the Stock Options. The Stock Options and all rights embodied therein are strictly personal, registered, non -transferable and non -negotiable (except for limited transmissibil ity mortis causa within certain limits indicated) and therefore non -pledgeable and not usable against the debts or contracts undertaken by each of the Beneficiaries vis -a-vis Avio or third parties.
The vesting of the Granted Stock Options is subject to (i) the lapse of the Vesting Period, (ii) the continuity of the Relationship between the Beneficiary and the Company (or another company of the Group) at the expiry date of the Vesting Period, as provi ded in the subsequent paragraph 4.8, as well as (iii) the satisfaction of the Vesting Conditions linked to the Share Value, as described in the preceding
Courtesy Trans lation paragraphs 2.2 and 4.1. The Vested Stock Options may be exercised at any time during the Exercise Period, on the basis of the applicable Vesting Conditions.
The Beneficiaries may exercise, in whole or in part, the Vested Stock Options, with simultaneous payment of the Exercise Price. All costs relating to the transfer of Shares to the Beneficiaries shall be borne exclusively by the Issuer.
More detailed provisions on the functioning of the Stock Option Plan are contained in the relevant Plan Rules.
Performance Share Plan The Board of Directors shall identify the Beneficiaries of the Performance Share Plan who have yet to be identified by name as of the date of this Information Document, and will send to each Beneficiary of such plan the Grant Letter, the latter containing the indication, inter alia , of the number of Rights and the Performance Objectives.
The allocation of Shares is conditional upon the achievement of specific Performance Objectives.
The Plan is linked to Performance Objectives of both a cumulative three -year economic -financial nature, with an overall weight of 80% (i.e., EBITDA Reported, Order Intake Business US and Average Return on Invested Capital), and related to ESG factors (Gend er Diversity, Gender Pay Gap, Energy Efficiency and Employee Training), on a three -year basis, with an overall weight of 20%.
The amount of the award value granted to each Beneficiary shall be determined by the Board of Directors at the Grant Date, having heard the Committee, taking as reference a percentage of fixed remuneration, identified in relation to the role held, the resp onsibilities assigned and the strategic importance of the resource. In particular, the award value shall be equal to: (i) for the Chief Executive Officer, 120% of fixed remuneration for target results, 180% in case of maximum performance and 60% in case of minimum performance; (ii) for the COO, 60% of fixed remuneration for target results, 90% in case of maximum performance and 30% in case of minimum performance; (iii) for the other Executives with Strategic Responsibilities, 35% of fixed remuneration for t arget results, 52.5% in case of maximum performance and 17.5% in case of minimum performance.
For further information on the Performance Objectives of the Performance Share Plan, reference is made to the preceding paragraph 4.1.
More detailed provisions on the functioning of the Performance Share Plan will be contained in the relevant Plan Rules.
Restricted Share Plan The Board of Directors shall identify the Beneficiaries to whom the Grant Letter will be sent, the latter already containing the indication, inter alia , of the number of Rights.
Unlike the Performance Share Plan, the Restricted Share Plan is not subject to the achievement of performance objectives, but is conditioned exclusively on the continuity of the Relationship between the Beneficiary and the Company (or another company of th e Group) at the expiry date of the Vesting Period, as provided in the subsequent paragraph 4.8.
More detailed provisions on the functioning of the Restricted Share Plan will be contained in the relevant Plan Rules.
4.6 Restrictions on the availability of the instruments granted or of the instruments deriving from the exercise of the Warrants and Stock Options
Warrant Plan
Courtesy Trans lation The Warrants are registered and freely transferable to third parties. The Beneficiary intending to transfer the Subscribed Warrants is required to give prior notice to the Company. Upon such notice, the Company shall have the right to exercise a buyback op tion on the Warrants at a price equal to the fair market value of the Warrant upon the Company ’s receipt of the aforementioned notice sent by the Beneficiary , less a 10% discount, as further specified in the relevant Plan Rules.
Without prejudice to the foregoing, the Service Shares subscribed upon exercise of the Warrants are not subject to lock -up clauses or other restrictions on availability.
Stock Option Plan The Stock Options are strictly personal, registered, non -transferable and non -negotiable and therefore non-pledgeable and not usable against the debts or contracts undertaken by each of the Beneficiaries vis-a-vis Avio or third parties.
The Service Shares subscribed upon exercise of the Stock Options are not subject to lock -up clauses or other restrictions on availability.
Performance Share Plan The Shares allocated to the Beneficiaries of the Performance Share Plan are not subject to lock -up clauses or other restrictions on availability.
Restricted Share Plan The Shares allocated to the Beneficiaries of the Restricted Share Plan are not subject to lock -up clauses or other restrictions on availability.
4.7 Any resolutory conditions in relation to the Plans in the event that Beneficiaries carry out hedging transactions that allow neutralization of any prohibitions on the sale of the financial instruments assigned, including in the form of options, or of t he financial instruments deriving from the exercise of
such options
With reference to the Stock Option Plan, the Performance Share Plan and the Restricted Share Plan, the execution of hedging transactions with respect to the Stock Options and/or the Rights assigned, as applicable, by the Beneficiaries prior to the allocati on of the Shares, under the specific plan, results in the immediate loss of any right under the relevant plan.
4.8 Effects arising from the termination of the employment relationship
Warrant Plan
The Warrant Plan does not provide for any effects on the Warrants arising from the termination of the Relationship.
Stock Option Plan In the event of termination of the Relationship attributable to a Good Leaver circumstance, whose termination date is prior to the expiry of the Exercise Period, the Beneficiary (or his/her heirs or legitimate successors) shall maintain the right to exerci se the Vested Stock Options not yet exercised, in compliance with the provisions of the Stock Option Plan, by the expiry of the Vesting Period. The Granted Stock Options not yet vested shall vest on a pro rata temporis basis, in proportion to the period of service effectively rendered by the Beneficiary with respect to the Vesting Period. For the purposes of this provision, the notice period shall be taken into account for the purposes of vesting and/or exercise of the Granted Stock Options.
In the event of termination of the Relationship attributable to a Bad Leaver circumstance, the Beneficiary shall permanently lose, as from the date of termination of the Relationship, the right to exercise both the Vested Stock Options not yet exercised an d the Stock Options not yet vested, which shall be deemed
Courtesy Trans lation lapsed. Upon the occurrence of such circumstances, no damages and/or indemnification shall be due from Avio for any losses and/or prejudice suffered by the Beneficiaries.
It is understood that the following shall not be considered a termination of the Relationship: (i) the natural expiry of the director ’s term of office followed by immediate renewal without interruption, (ii) the transfer of the Relationship to another company of the Group, and (iii) the termination of the Relationship and simultaneous establishment of a new Relationship with the Company or with another company of the Group.
More detailed provisions on the effects arising from the termination of the Relationship will be contained in the Stock Option Plan Rules.
Performance Share Plan In the event of termination of the Relationship attributable to a Good Leaver circumstance, whose termination date is prior to the end of the Performance Period, the Beneficiary (or his/her heirs or legitimate successors) shall maintain the right to receiv e the Shares corresponding to the Rights granted, on a pro rata temporis basis in relation to the period elapsed between the start of the Performance Period and the occurrence of the aforementioned events, once the achievement of the Performance Objectives has been verified. The Rights not yet vested shall vest on a pro rata temporis basis, in proportion to the period of service effectively rendered by the Beneficiary with respect to the Performance Period, once the achievement of the Performance Objectives of the Performance Share Plan has been verified. For the purposes of this provision, the notice period shall be taken into account for the purposes of vesting and/or exercise of the Rights granted.
In the event of termination of the Relationship attributable to a Bad Leaver circumstance, the Beneficiary shall permanently lose, as from the date of termination of the Relationship, the right to receive the Shares corresponding to both the Vested Rights and the Rights not yet vested, which shall be deemed lapsed. Upon the occurrence of such circumstances, no damages and/or indemnification shall be due from Avio for any losses and/or prejudice suffered by the Beneficiaries.
It is understood that the following shall not be considered a termination of the Relationship: (i) the natural expiry of the director ’s term of office followed by immediate renewal without interruption, (ii) the transfer of the Relationship to another company of the Group, and (iii) the termination of the Relationship and simultaneous establishment of a new Relationship with the Company or with another company of the Group.
More detailed provisions on the effects arising from the termination of the Relationship will be contained in the Performance Share Plan Rules.
Restricted Share Plan In the event of termination of the Relationship attributable to a Good Leaver circumstance, whose termination date is prior to the end of the Performance Period, the Beneficiary (or his/her heirs or legitimate successors) shall maintain the right to receiv e the Shares corresponding to the Rights granted, on a pro rata temporis basis in relation to the period elapsed between the start of the Vesting Period and the occurrence of the aforementioned events. The Rights not yet vested shall vest on a pro rata temporis basis, in proportion to the period of service effectively rendered by the Beneficiary with respect to the Vesting Period. For the purposes of this provision, the notice period shall be taken into account for the purposes of vesting and/or exercis e of the Rights granted.
In the event of termination of the Relationship attributable to a Bad Leaver circumstance, the Beneficiary shall permanently lose, as from the date of termination of the Relationship, the right to receive the Shares corresponding to both the Vested Rights and the Rights not yet vested, which shall be deemed lapsed. Upon the occurrence of such circumstances, no damages and/or indemnification shall be due from Avio for any losses and/or prejudice suffered by the Beneficiaries.
Courtesy Trans lation It is understood that the following shall not be considered a termination of the Relationship: (i) the natural expiry of the director ’s term of office followed by immediate renewal without interruption, (ii) the transfer of the Relationship to another company of the Group, and (iii) the termination of the Relationship and simultaneous establishment of a new Relationship with the Company or with another company of the Group.
More detailed provisions on the effects arising from the termination of the Relationship will be contained in the Restricted Share Plan Rules.
4.9 Indication of any other causes of cancellation of the Plans Without prejudice to the following, the Plans do not provide for causes of cancellation.
Warrant Plan
In the event of extraordinary transactions concerning the Company - such as, by way of example and not limited to, merger and demerger transactions; share consolidation and split transactions; bonus share capital increase transactions; paid share capital i ncrease transactions with issuance of Shares, special categories of shares, shares with warrants attached, convertible bonds and convertible bonds with warrants; share capital reduction transactions; transfers and contributions of business divisions;
delisting - as well as legislative or regulatory changes or other events likely to affect the Warrants and, in general, the Warrant Plan that occur before the Expiration Date, the Board of Directors, having heard the opinion of the Committee competent in remune ration matters, shall have the right to make, at its discretion, without appeal and without the need for further approvals by the holders, to the relevant Plan Rules and/or to the documents connected thereto all amendments and additions deemed necessary and/or appropriate, in order to maintain as far as possible unchanged the essential substantive and economic contents of the Warrant Plan, in compliance with the Information Document and the objectives and purposes pursued thereby and the economic and proper ty rights recognised thereby, as well as with the regulations in force from time to time.
Such adjustments, final and binding, shall be promptly communicated in writing by the Company.
Should a "change of control" occur after the Grant Date, the Beneficiary or different holder of the Warrants shall have the right to continue his/her participation in the Warrant Plan with the modalities, conditions and terms of the relevant Plan Rules, wi thout prejudice to any different contractual proposals put in place by the person who will acquire control, or to exercise the Subscribed Warrants, even if the Vesting Period has not yet expired. In such case, the Subscribed Warrants shall vest immediately on a pro rata temporis basis, in proportion to the period elapsed between the start of the Vesting Period and the time of the change of control.
For the purposes of the Warrant Plan, a "change of control" occurs when a person or more persons acting in concert, directly or indirectly, acquire(s) a stake in the share capital of the Company such that:
(i) an obligation arises for such person (or persons) to launch a mandatory tender offer for the ordinary shares of the Company pursuant to the CFA ; or (ii) such person (or persons) appoint(s) or remove(s) the majority of the directors of the Company.
Should a tender offer for the Shares be launched before the start of the Exercise Period, the Warrants may be exercised in a period between the first and the fifteenth calendar day following the publication of the communication pursuant to Article 102 of t he CFA . In such case, the Service Shares shall be made available in the same manner provided by the Plan Rules and, in any event, in time to allow those who have exercised the Warrants to participate in the tender offer by tendering the same Service Shares.
Stock Option Plan
Courtesy Trans lation In the event of extraordinary transactions concerning the Company - such as, by way of example and not limited to, merger and demerger transactions; share consolidation and split transactions; bonus share capital increase transactions; paid share capital i ncrease transactions with issuance of Shares, special categories of shares, shares with warrants attached, convertible bonds and convertible bonds with warrants; share capital reduction transactions; transfers and contributions of business divisions;
delisting - as well as legislative or regulatory changes, including of a tax nature, or other events likely to affect the Stock Options and, in general, the Stock Option Plan, the Board of Directors, having heard the opinion of the Committee competent in remune ration matters, shall have the right to make, at its discretion, without appeal and without the need for further approvals by the Beneficiary, to the relevant Plan Rules and/or to the documents connected thereto all amendments and additions deemed necessar y and/or appropriate, in order to maintain as far as possible unchanged the essential substantive and economic contents of the Stock Option Plan, in compliance with the Information Document and the objectives and purposes pursued thereby and the economic a nd property rights recognised thereby, as well as with the regulations in force from time to time.
Such adjustments, final and binding, shall be promptly communicated in writing by the Company.
Should a "change of control" occur after the Grant Date, the Beneficiary shall have the right to continue his/her participation in the Stock Option Plan with the modalities, conditions and terms of the Plan Rules, without prejudice to any different contrac tual proposals put in place by the person who will acquire control, or to exercise the Granted Stock Options, even if the Vesting Period has not yet expired. In such case, the Granted Stock Options shall vest immediately on a pro rata temporis basis, in proportion to the period elapsed between the start of the Vesting Period and the time of the change of control.
For the purposes of the Stock Option Plan, a "change of control" occurs when a person or more persons acting in concert, directly or indirectly, acquire(s) a stake in the share capital of the Company such that:
(i) an obligation arises for such person (or persons) to launch a mandatory tender offer for the ordinary shares of the Company pursuant to the CFA ; or (ii) such person (or persons) appoint(s) or remove(s) the majority of the directors of the Company.
Should a tender offer for the Shares be launched before the start of the Exercise Period, the Stock Options may be exercised in a period between the first and the fifteenth calendar day following the publication of the communication pursuant to Article 102 of the CFA. In such case, the Service Shares shall be made available in the same manner provided by the relevant Plan Rules and, in any event, in time to allow those who have exercised the Stock Options to participate in the tender offer by tendering the same Servic e Shares.
Performance Share Plan In the event of extraordinary transactions concerning the Company - such as, by way of example and not limited to, merger and demerger transactions; share consolidation and split transactions; bonus share capital increase transactions; paid share capital i ncrease transactions with issuance of Shares, special categories of shares, shares with warrants attached, convertible bonds and convertible bonds with warrants; share capital reduction transactions; transfers and contributions of business divisions;
delisting - as well as legislative or regulatory changes, including of a tax nature, or other events likely to affect the Rights and, in general, the Performance Share Plan, the Board of Directors, having heard the opinion of the Committee competent in remunera tion matters, shall have the right to make, at its discretion, without appeal and without the need for further approvals by the Beneficiary, to the relevant Plan Rules and/or to the documents connected thereto all amendments and additions deemed necessary and/or appropriate, in order to maintain as far as possible unchanged the essential substantive and economic contents of the Performance Share Plan, in compliance with the Information Document and
Courtesy Trans lation the objectives and purposes pursued thereby and the economic and property rights recognised thereby, as well as with the regulations in force from time to time.
Such adjustments, final and binding, shall be promptly communicated in writing by the Company.
Should a "change of control" occur after the Grant Date, the Beneficiary shall have the right to continue his/her participation in the Performance Share Plan with the modalities, conditions and terms of the relevant Plan Rules, without prejudice to any dif ferent contractual proposals put in place by the person who will acquire control, or to receive in advance the Shares corresponding to the Rights granted, even if the Performance Period has not yet expired, subject to verification of the achievement of the Performance Objectives calculated pro rata temporis in proportion to the period elapsed between the start of the Performance Period and the time of the change of control.
For the purposes of the Performance Share Plan, a "change of control" occurs when a person or more persons acting in concert, directly or indirectly, acquire(s) a stake in the share capital of the Company
such that:
(i) an obligation arises for such person (or persons) to launch a mandatory tender offer for the ordinary shares of the Company pursuant to the CFA; or (ii) such person (or persons) appoint(s) or remove(s) the majority of the directors of the Company.
Should a tender offer for the Shares be launched during the Performance Period, the Beneficiaries shall be entitled to receive in advance the Shares corresponding to the Rights granted, subject to verification of the achievement of the Performance Objectiv es calculated pro rata temporis as of the date of the tender offer. In such case, the Shares shall be made available in the same manner provided by the relevant Plan Rules and, in any event, in time to allow the Beneficiaries to participate in the tender offer by tendering the same Shar es.
Restricted Share Plan In the event of extraordinary transactions concerning the Company - such as, by way of example and not limited to, merger and demerger transactions; share consolidation and split transactions; bonus share capital increase transactions; paid share capital i ncrease transactions with issuance of Shares, special categories of shares, shares with warrants attached, convertible bonds and convertible bonds with warrants; share capital reduction transactions; transfers and contributions of business divisions;
delisting - as well as legislative or regulatory changes, including of a tax nature, or other events likely to affect the Rights and, in general, the Restricted Share Plan, the Board of Directors, having heard the opinion of the Committee competent in remunerat ion matters, shall have the right to make, at its discretion, without appeal and without the need for further approvals by the Beneficiary, to the relevant Plan Rules and/or to the documents connected thereto all amendments and additions deemed necessary and/or appropriate, in order to maintain as far as possible unchanged the essential substantive and economic contents of the Restricted Share Plan, in compliance with the Information Document and the objectives and purposes pursued thereby and the economic and property rights recognised thereby, as well as with the regulations in force from time to time.
Such adjustments, final and binding, shall be promptly communicated in writing by the Company.
Should a "change of control" occur after the Grant Date, the Beneficiary shall have the right to continue his/her participation in the Restricted Share Plan with the modalities, conditions and terms of the relevant Plan Rules, without prejudice to any diff erent contractual proposals put in place by the person who will acquire control, or to receive in advance the Shares corresponding to the Granted Rights, even if the Vesting Period has not yet expired. In such case, the Rights granted shall vest immediatel y on a pro rata temporis basis, in proportion to the period elapsed between the start of the Vesting Period and the time of the change of control.
Courtesy Trans lation For the purposes of the Restricted Share Plan, a "change of control" occurs when a person or more persons acting in concert, directly or indirectly, acquire(s) a stake in the share capital of the Company
such that:
(i) an obligation arises for such person (or persons) to launch a mandatory tender offer for the ordinary shares of the Company pursuant to the CFA; or (ii) such person (or persons) appoint(s) or remove(s) the majority of the directors of the Company.
Should a tender offer for the Shares be launched during the Vesting Period, the Beneficiaries shall be entitled to receive in advance the Shares corresponding to the Granted Rights. In such case, the Shares shall be made available in the same manner provid ed by the relevant Plan Rules and, in any event, in time to allow the Beneficiaries to participate in the tender offer by tendering the same Shares.
4.10 Reasons relating to the possible provision of a "redemption" of the financial instruments subject of the Plans The Plans do not provide for redemption clauses by the Company. The following is in any event noted.
Stock Option Plan The Issuer reserves the unilateral right to request the return, in whole or in part, of the Granted Stock Options not yet exercised or the return of the Shares held by the Beneficiary deriving from the exercise of the Vested Stock Options or the total or p artial return of the net gains obtained by the Beneficiary as a result of the exercise of the Stock Options, in the event that the Board of Directors, after consulting the Committee competent in remuneration matters, ascertains, within 5 years from the Exp iration Date:
(i) that the Beneficiary has engaged in conduct from which a significant loss has arisen for the Issuer, any company of the Group or the Group in general;
(ii) that the Beneficiary has engaged in fraudulent or grossly negligent conduct to the detriment of the Issuer, any company of the Group or the Group in general.
Without prejudice to the above, the Board of Directors shall also have the right to apply the clawback clause in cases where the Beneficiary is subject to disciplinary measures resulting in the termination of the Relationship or has violated non -compete, confidentiality or other clauses of the individual contract governing the Relationship.
Performance Share Plan The Issuer reserves the unilateral right to request the return, in whole or in part, of the Rights granted but not yet vested or the return of the Shares held by the Beneficiary deriving from the vesting of the Rights or the total or partial return of the net gains obtained by the Beneficiary as a result of the allocation of the Shares, in the event that the Board of Directors, after consulting the Committee competent in remuneration matters, ascertains, within 5 years from the date of actual allocation of the
Shares:
(i) that the Beneficiary has engaged in conduct from which a significant loss has arisen for the Issuer, any company of the Group or the Group in general;
(ii) that the Beneficiary has engaged in fraudulent or grossly negligent conduct to the detriment of the Issuer, any company of the Group or the Group in general;
(iii) that the Performance Objectives were achieved on the basis of data that subsequently proved to be manifestly incorrect.
Without prejudice to the above, the Board of Directors shall also have the right to apply the clawback clause in cases where the Beneficiary is subject to disciplinary measures resulting in the termination of
Courtesy Trans lation the Relationship or has violated non -compete, confidentiality or other clauses of the individual contract governing the Relationship.
Restricted Share Plan The Issuer reserves the unilateral right to request the return, in whole or in part, of the Rights granted but not yet vested or the return of the Shares held by the Beneficiary deriving from the vesting of the Rights or the total or partial return of the net gains obtained by the Beneficiary as a result of the allocation of the Shares, in the event that the Board of Directors, after consulting the Committee competent in remuneration matters, ascertains, within 5 years from the date of actual allocation of the
Shares:
(i) that the Beneficiary has engaged in conduct from which a significant loss has arisen for the Issuer, any company of the Group or the Group in general;
(ii) that the Beneficiary has engaged in fraudulent or grossly negligent conduct to the detriment of the Issuer, any company of the Group or the Group in general.
Without prejudice to the above, the Board of Directors shall also have the right to apply the clawback clause in cases where the Beneficiary is subject to disciplinary measures resulting in the termination of the Relationship or has violated non -compete, confidentiality or other clauses of the individual contract governing the Relationship.
4.11 Any loans or other facilities intended to be granted for the purchase of shares pursuant to Article 2358 of the Civil Code Not applicable as no loans or other facilities are provided in favour of the Beneficiaries of the Plans.
4.12 Assessments regarding the expected cost to the Company at the date of allocation
Warrant Plan
The Warrant Plan, providing for the grant of Warrants against payment and the subsequent subscription, also against payment, of Service Shares through the exercise of the Warrants, does not entail any economic cost to the Company, net of the administrative and management costs of the Warrant Plan, which, although not yet precisely quantifiable, are in any event to be considered not significant.
Stock Option Plan Since the possible exercise of the Stock Options is satisfied through the paid subscription of Service Shares, no costs are envisaged for the Company for the allocation of Service Shares to the Beneficiaries.
Pursuant to IFRS 2 (Share -based payments), the Company shall recognise over the Vesting Period the fair value of the Granted Stock Options. Such amount shall be recognised pro -rata temporis in the income statement over the vesting period among personnel costs against an equity reserve. The costs thus recognised among personn el costs shall be deductible for IRES purposes by the Company.
The administrative and management costs of the Stock Option Plan, although not yet precisely quantifiable, are in any event to be considered not significant.
Performance Share Plan The maximum estimated aggregate economic cost of the Performance Share Plan to be borne by Avio shall be determinable once the maximum number of Shares allocable under the plan is known (cf.
preceding paragraph 3.7). That said - on a merely indicative basi s - the maximum estimated aggregate cost on the basis of the volume -weighted average of the official prices of the Company ’s ordinary shares recorded in the period between 26 June 2026 and 27 July 2026 is equal to approximately Euro 1,875,000.
Courtesy Trans lation Further information will be provided pursuant to Article 84 -bis, paragraph 5, of the CONSOB Issuers ’ Regulation.
The administrative and management costs of the Performance Share Plan, although not yet precisely quantifiable, are in any event to be considered not significant.
Restricted Share Plan The maximum estimated aggregate economic cost of the Restricted Share Plan to be borne by Avio shall be determinable once the maximum number of Shares allocable under the plan is known (cf. preceding paragraph 3.7). That said - on a merely indicative basis - the maximum estimated aggregate cost on the basis of the volume -weighted average of the official prices of the Company ’s ordinary shares recorded in the period between 26 June 2026 and 27 July 2026 is equal to approximately Euro 2,000,000.
The administrative and management costs of the Restricted Share Plan, although not yet precisely quantifiable, are in any event to be considered not significant.
4.13 Any dilutive effects on the share capital arising from the Plans In the event of full exercise of the Warrants and the Stock Options, a maximum of 1,200,000 Service Shares will be issued, with a maximum dilutive effect of 2.56%, taking into account the number of Avio shares outstanding as of the date of this Information Document.
For the Performance Share Plan and the Restricted Share Plan, no dilutive effects on share capital are envisaged since the share allocation in service of such plans will be constituted by treasury shares as indicated in the preceding paragraph 3.4.
4.14 Any limits on the exercise of voting rights and on the attribution of property rights No limit is provided for the exercise of voting rights and for the attribution of property rights inherent to the Shares that will be subscribed or allocated free of charge under the Plans.
4.15 In the event that the shares are not traded on regulated markets, any information useful for a complete assessment of the value attributable to them Not applicable as the Shares are listed on Euronext Milan, STAR Segment.
4.16 Number of financial instruments underlying each Warrant and each Stock Option Each Warrant granted under the Warrant Plan confers the right on the Beneficiary to subscribe for Service Shares according to the Exchange Ratio, as illustrated in the preceding paragraphs 2.2 and 4.1.
Each Stock Option granted under the Stock Option Plan confers the right on the Beneficiary to subscribe for Service Shares, subject to the Vesting Conditions illustrated in the preceding paragraphs 2.2 and 4.1.
4.17 Expiration of the Warrants and Stock Options The expiration of the Warrants is set at the Expiration Date, i.e. 31 December 2031, the date by which all Vested and non -lapsed Warrants must be exercised.
The expiration of the Stock Options is set at the Expiration Date, i.e. 31 December 2031, the date by which all Vested and non -lapsed Stock Options must be exercised.
4.18 Modalities (American/European), timing (e.g. periods valid for exercise) and exercise clauses (e.g.
knock -in and knock -out clauses) of Warrants and Stock Options Both the Warrants and the Stock Options, after the lapse of the relevant Vesting Period, shall have an "American" exercise modality and may therefore be exercised at any time during the Exercise Period, i.e.
Courtesy Trans lation before the Expiration Date, by delivery of a specific exercise notice, as further indicated in the Warrant Plan Rules and the Stock Option Plan Rules.
The exercise of the Warrants and Stock Options shall be suspended during the periods established in the Warrant Plan Rules and the Stock Option Plan Rules.
For further information on the modalities, timing and exercise clauses of the Warrants and Stock Options, reference is made to the preceding paragraphs 4.1, 4.2, 4.3, 4.4 and 4.5.
4.19 Exercise Price of the Warrants and Stock Options and method of determination The Exercise Price to be paid by the holder of the Warrants and Stock Options for the exercise of such instruments and the subscription of each Service Share shall be equal to Euro 33.40. The Exercise Price was determined by the Board of Directors, in exer cising the delegation for the MIP Capital Increase, on the basis of the volume -weighted average of the official prices of the Company ’s ordinary shares recorded over the 21 (twenty -one) consecutive calendar days on Euronext Milan preceding 7 July 2026 (i.e. reference period: 8 June 2026 - 6 July 2026, inclusive) , and then applying a 1.5% discount to the resulting value .
4.20 Reasons for the difference in the exercise price compared to the market price determined as indicated in point 4.19 (fair market value) Not applicable. Reference is made to what is specified in the preceding paragraph 4.19.
4.21 Criteria on the basis of which different exercise prices are provided for the Warrants and Stock
Options
Not applicable as the Warrant Plan and the Stock Option Plan provide, respectively, for the same Exercise Price for all Beneficiaries.
4.22 Indication of the value attributable to the instruments underlying the Warrants and Stock Options or the criteria for determining such value Not applicable as the Shares underlying the Warrants and Stock Options are traded on Euronext Milan, STAR Segment.
4.23 Adjustments in the event of extraordinary capital transactions and other transactions that involve a change in the number of instruments underlying the Warrants and Stock Options For information on adjustments in the event of extraordinary capital transactions and other transactions that involve a change in the number of instruments underlying the Warrants and Stock Options, reference is made to the preceding paragraph 4.9.
4.24 The issuers of shares attach to the information document the annexed table No. 1 completing: a) in every case section 1 of frameworks 1 and 2 in the fields of specific interest; b) section 2 of frameworks 1 and 2, completing the fields of specific int erest, on the basis of the characteristics already defined by the Board of Directors. For the members of the Board of Directors or of the management board, general managers and other executives with strategic responsibilities of the listed issuer, the data in section 1, table No. 1 and the information required in paragraph 1 may be provided by reference to what is published pursuant to Article 84 -quater: (i) at point 1.1; (ii) at letters a) and b) of point 1.3; (iii) at letters a) and b) of point 1.4 Table No. 1 provided by paragraph 4.24 of Scheme 7 of Annex 3A to the Issuers ’ Regulation shall be provided in the manner and within the terms indicated by Article 84 -bis, paragraph 5, letter a) of the Issuers ’ Regulation.