Enav S.p.a. MIL:ENAV

ENAV S p A : Report on Corporate Governance and Ownership Structure (GOVERNO SOCIETARIO 2025 ENG 1)

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REPORT ON CORPORATE

GOVERNANCE AND OWNERSHIP STRUCTURE FOR THE 2025

FINANCIAL YEAR

Approved by the ENAV S.p.A.

Board of Directors on 30 March 2026

Drafted in accordance with Article 123-bis of the Consolidated Law on Finance Traditional administration and control model



122 ENAV S.p.A. Report on Corporate Governance and ownership structure for the 2025 financial year

ENAV S.p.A. ("ENAV" or the "Company") acts as the civil air traffic manager in Italy, ensuring the full operability of the national airspace in accordance with the highest standards of safety, continuity and efficiency. Drawing on its established specialist expertise and advanced technological infrastructure, the Company provides air navigation services to airlines operating in Italian airspace, consistently ranking among the leading European providers in terms of operational performance and capacity for innovation.

In addition to its core air traffic control activities, ENAV is responsible for the technical management and maintenance of air navigation support systems and equipment, a function also performed through its subsidiary Techno Sky S.r.l. In the non-regulated market, the Company operates through IDS AirNav S.r.l., providing consultancy services and specialised aeronautical solutions at the international level.

In the field of advanced aerial mobility, ENAV contributes to the development of the national system for the management of low-altitude air traffic involving remotely piloted aircraft and other categories of unmanned vehicles, an activity coordinated through the company d-Flight S.p.A. This commitment strengthens the Group's role in shaping next-generation UTM infrastructure and services.

The Company operates within the regulatory framework established by the Italian Civil Aviation Authority (ENAC), which performs supervision, technical regulation, certification and control functions in the civil aviation sector, in accordance with the Single European Sky legislation and the provisions of the Italian Navigation Code.

At the international level, ENAV is a recognised benchmark in the air traffic management sector. The Company actively participates in research and development programmes in collaboration with national and international bodies, contributing to the definition of operational standards and shared technological solutions. ENAV's participation in the Single European Sky programme confirms its important role in modernising the continental air traffic management system, with the aim of promoting a more harmonised, efficient and safe model for European air transport.

ENAV pursues an ethical and socially responsible business model, focused on the sustainable success of the company, with the aim of generating value for the company and its stakeholders over the long term. Bearing in mind also the social relevance of the Company activity, this goal is what guides its corporate governance system.

Its commitment to sustainability has enabled the Company to achieve significant milestones, such as attaining carbon-neutral status - by reducing scope 1 and 2 emissions by more than 87% compared to 2019 and offsetting the remaining emissions through the use of certified carbon credits - and inclusion in the prestigious CDP "A List", the most important international programme for measuring climate performance.

Report on Corporate Governance and ownership structure for the 2025 financial year

ENAV S.p.A. 123

The new 2025-2029 Sustainability Plan, which complements the strategic initiatives of the 2025-2029 Business Plan, was drawn up with the aim of continuing along the path already embarked upon and achieving excellence in sustainability through concrete initiatives, while sharing the most pressing challenges in this area with stakeholders. Specifically, the 2025-2029 Sustainability Plan, approved by the Board of Directors on 31 July 2025, pursues the following strategic objectives through five main pillars:

  • implementing the Group's climate strategy, contributing to the decarbonisation of the sector and continuing the path towards reducing emissions across the entire value chain ("Pillar 1 - Climate Change");

  • driving the transition within the supply chain, in order to support, through innovation, the challenges faced by our key customers and stakeholders in the aviation sector ("Pillar 2 - Value Chain");

  • generating a positive social impact by leveraging the Company's essential role for the national system, and establishing itself as a point of reference for stakeholders in promoting greater awareness of sustainability issues ("Pillar 3 - Social Impact");

  • further promoting the spread of a culture of diversity, equity and inclusion ("DEI"), so as to give concrete expression to the Group's values and support its long-term growth ("Pillar 4 - DEI").

In addition to the four pillars described above, there is a cross-cutting pillar dedicated to innovation ("Pillar 5 - Technological Innovation"), which acts as an enabling factor for the achievement of the sustainability objectives set out in the Plan itself.

This is supported by a strong commitment on the part of the Company's top management, which is also encouraged through specific incentive mechanisms, as further described in the "Report on the Remuneration Policy and Compensation Paid" for the financial year ended 31 December 2025.

In line with recent developments in sustainability reporting, ENAV publishes a Consolidated Sustainability Report pursuant to Article 7 of Legislative Decree No. 125/2024, implementing Directive (EU) 2022/2464 (the "Corporate Sustainability Reporting Directive" - CSRD). In accordance with the relevant regulatory provisions, the Consolidated Sustainability Report sets out the impacts, risks and opportunities (so-called "IROs") identified through the double materiality analysis, together with their links to the business model and corporate strategies, as well as specific quantitative indicators compliant with the ESRS (European Sustainability Reporting Standards). All such information is contained in the 2025 Integrated Annual Report, which includes the Consolidated Sustainability Report of the ENAV Group within the Report on Operations, published on enav.it.

124 ENAV S.p.A. Report on Corporate Governance and ownership structure for the 2025 financial year