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Report on operations

Other information

In October 2014, the Ministry of Economy and Finance expressed its intention, in the
context of the process to privatize ENAV, to reduce the share capital, and requested
the Board of Directors of the Company to conduct its own independent analyses and
evaluations regarding the feasibility of such operation.
As a result of such assessment as conducted by the Board of Directors and as reported
to the Shareholder, the Shareholders’ Meeting of 13 April 2015, in extraordinary
session, passed a resolution to voluntarily reduce the Company’s share capital,
pursuant to article 2445 of the Italian civil code, by 180 million Euro and to make
the related changes to article 5 of ENAV’s articles of association, also positively
taking into account the start of the private placement Bond issue process for the
corresponding amount with which the Company provided to pay the aforementioned
extraordinary dividend.
Subsequently, on 8 May 2015, the Board of Directors passed a resolution for the
Bond issue by means of a private placement for an overall amount of 180 million
Euro.
In the context of said process, the extraordinary Shareholder’s Meeting of 2 March
2016 passed a resolution for the voluntary reduction of the share capital pursuant
to Article 2445 of the Italian Civil Code by an amount of 400 million Euro and the
contextual creation of an available reserve in addition to the associated modification
of Article 5 of the articles of association of ENAV S.p.A.
Among the other significant stages related to the transfer of a stake in the share
capital by means of an IPO there is the extraordinary and ordinary Shareholder’s
Meeting of the 10 March 2016 where resolutions were passed for: i) the approval
of the project to be admitted as a listed company; ii) the adoption of a version of
the Company articles of association that would apply to the Company as a listed
company, conditionally suspended and applicable as of the initial date of trading of
the Company’s shares, with the clauses that are required for compliance with the
laws applicable to listed companies; iii) the immediate adoption of a new version of
the Company articles of association that would cease to apply as of the initial date
of trading of the Company’s shares, precisely for the purpose of providing for the
Board of Directors to be made up of a minimum of five up to a maximum of nine
members; iv) the approval of rules applicable to Shareholders’ Meetings conditionally
suspended and applicable as of the initial date of trading of the Company’s shares.
On the same date, for the next item on the agenda relating to the appointment of
additional members of the Board of Directors, the Shareholder reserved the adoption
of resolutions for the next Shareholder’s Meeting.

ENAV - Annual financial report 2015 19