Informazione Regolamentata n. 0131-16-2024	Data/Ora Inizio Diffusione 5 Aprile 2024 16:54:30
Societa'	:	LEONARDO
Identificativo Informazione Regolamentata	:	188625
Utenza - Referente	:	LEONARDON01 - Micelisopo
Tipologia	:	3.1
Data/Ora Ricezione	:	5 Aprile 2024 16:54:30
Data/Ora Inizio Diffusione	:	5 Aprile 2024 16:54:30
Oggetto	:	NOTCE OF CALL OF THE 2024 SHAREHOLDERS' MEETING
Testo del comunicato

Vedi allegato

Leonardo - Società per azioni Registered office in Rome, Piazza Monte Grappa No. 4 [email protected] Share Capital Euro 2,543,861,738.00 fully paid-up Tax Code & Company Register of Rome No. 00401990585 VAT No. 00881841001

NOTICE OF CALL OF THE EXTRAORDINARY AND ORDINARY SHAREHOLDERS' MEETING

The Shareholders' Meeting is called in extraordinary session on 17, 20 and 24 May 2024, on first, second and third call, respectively, and in ordinary session on 17 and 24 May 2024, on first and second call, respectively, at 10:30 a.m., at the registered office of the Company, Piazza Monte Grappa, 4 – 00195, in Rome, in order to discuss and resolve on the following

Agenda

Extraordinary Session

1. Amendment to the Articles of Association of Leonardo S.p.a.
a) Proposed amendment to Article 2.2 regarding the manner of establishing offices of the Company.
b) Proposed amendment to Article 5.1 regarding the elimination of the express nominal value of ordinary shares.
c) Proposed amendments to Articles 5.1ter, 16.7 and 22.4 regarding compliance with the Golden Power legislation.
d) Proposed amendments to Articles 15.2 and 17.3 regarding the appointment of the Secretary of the Shareholders' Meeting and the signing of the minutes of meetings.
e) Proposed amendments to Articles 16.1, 16.2, 16.3, 18.3, and 28.3 regarding the power to hold the Shareholders' Meeting on single call.
f) Proposed amendment to Article 17.1 regarding the manner of voting at the Shareholders' Meeting for election to corporate offices.
g) Proposed amendment to Article 18.4 regarding the criteria to be applied for the replacement of directors who have ceased to hold office.
h) Proposed amendments to Articles 28.1 and 28.3 regarding the appointment of the Board of Statutory Auditors. Proposed introduction of Article 34 regarding the effective date of the mechanism for the appointment of the Chairman of the Board of Statutory Auditors.
i) Proposed amendments to Articles 20.3 and 28.4 regarding the conduct of Board of Directors' and Board of Statutory Auditors' meetings.
j) Proposed amendment to Article 24.2 regarding the reformulation of the duties of directors.
k) Proposed amendments to Articles 8.2, 8.3, 18.2, 22.3, 25.1 and 25.2 merely functional to an improvement in the form of the current literal wording of the Articles of Association.

Ordinary Session

1. Financial Statements as at 31 December 2023 and related reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions. Presentation of the Consolidated Financial Statements as at 31 December 2023.
1. Allocation of the profit for the year.
1. Appointment of the Board of Statutory Auditors for the three-year period 2024-2026.
1. Appointment of the Chairman of the Board of Statutory Auditors.
1. Determination of the remuneration of the members of the Board of Statutory Auditors.
1. Long-Term Incentive Plan for the Leonardo Group's management. Related and consequent resolutions.
1. Report on remuneration policy and fees paid: binding resolution on the first section pursuant to Art.123-ter, paragraph 3-ter, of Legislative Decree No. 58/98.
1. Report on remuneration policy and fees paid: non-binding resolution on the second section pursuant to Art.123-ter, paragraph 6, of Legislative Decree No. 58/98.

Please note that the provisions of this notice of call are in line with the provisions of Art. 106 of Law Decree No. 18 of 17 March 2020 (the so-called "Cura Italia" Decree), as converted, with amendments, into Law No. 27 of 24 April 2020 (the effectiveness of which was last extended by Law No. 21 of 5 March 2024).

Right to attend the Shareholders' Meeting and to exercise voting rights

The right to attend the Shareholders' Meeting and to exercise voting rights may only take place through the Designated Representative (Computershare S.p.A.), in the manner detailed in the paragraph titled "Participation and Vote through the Shareholders' Representative designated by the Company".

Pursuant to Art. 83-sexies of Legislative Decree No. 58/98 and to Art. 13 of the Articles of Association, the right to attend the Shareholders' Meeting and to exercise the voting rights is subject to the receipt, by the Company, of a statement issued by an authorized intermediary in accordance with the regulations in force, certifying the ownership of voting rights based on its accounting records at the end of the accounting day on the seventh trading day prior to the date of the first call of the Shareholders' Meeting (i.e. 8 May 2024), the so-called "record date". The statement must reach the Company by the end of the third trading day before the date set for the first call of the Shareholders' Meeting (i.e., by 14 May 2024). Nevertheless, Shareholders will be entitled to attend and vote even if the notice has reached the Company after the aforesaid time limit, provided it is received within the Meeting's proceedings, and without prejudice to the principle according to which the right to attend and vote at the Shareholders' Meeting may be exercised exclusively through the Designated Representative (Computershare S.p.A.), as specified in the paragraph titled "Participation and Vote through the Shareholders' Representative designated by the Company".

Any credit and debit entries made to the accounts after 8 May 2024 (the "record date") are not relevant for the entitlement to exercise voting rights. Therefore, anyone who becomes a holder of shares only after such date will not be entitled to attend and vote at the Shareholders' Meeting.

Holders of shares that have not yet been dematerialized may exercise their right to attend the Shareholders' Meeting only if they deliver their share certificates to an authorized intermediary

in time for them to be entered into the centralized management system in dematerialized form and obtain the statement mentioned above.

With regard to the participation of Shareholders in the Shareholders' Meeting and to their exercise of voting rights exclusively through the Designated Representative, it should be pointed out that, in certain cases, Shareholders' rights related to the exercise of voting rights are guaranteed for enhanced effectiveness. The mechanism of submission of individual resolution proposals, as set out below, makes proposals discernible and votable by all Shareholders that could otherwise be only submitted and voted on at the Meeting, with difficulty for all Shareholders to provide voting instructions in a timely manner.

Participation and Vote through the Shareholders' Representative Designated by the Company

In accordance with the Decree that allows listed companies to order that the attendance at the Shareholders' Meeting takes place exclusively through the Designated Representative pursuant to Art. 135-undecies of Legislative Decree No. 58/98, the Company provides that any holder of voting rights who intends to attend Shareholders' Meeting may be represented thereat by means of a proxy granted to the Designated Representative identified by the Company in Computershare S.p.A., based in Milan, Via Lorenzo Mascheroni 19 - 20145.

The proxy to the Designated Representative must contain voting instructions on all or some of the proposals on the agenda and is effective only for the proposals in relation to which voting instructions have been given.

The proxy must be granted by the end of the second trading day before the date set for the Shareholders' Meeting (therefore, by 15 May 2024 in the event that the Shareholders' Meeting in extraordinary and ordinary session is held on first call, by 16 May 2024 in the event that the Shareholders' Meeting in extraordinary session is held on second call, and by 22 May 2024 in the event that the Shareholders' Meeting in extraordinary session is held on third call and the Shareholders' Meeting in ordinary session is held on second call).

In this regard, in order to facilitate the notification of the proxy and the voting instructions, from the section of the Company's website dedicated to this Shareholders' Meeting (www.leonardo.com, Section "2024 Shareholders' Meeting") it is possible to fill in and submit also online and in guided mode the appropriate form prepared by Computershare S.p.A., which is accessible at the following link:

(https://assemblea.computershare.it/eRD/index.aspx?nos=1939659469).

Alternatively, it is possible to download the form from the same website to be sent within the terms set out above, to Computershare S.p.A. to the certified email address [email protected] or by fax to No. +390645417450 in the manner stated in the specifications titled "Instructions for filling in and submitting the form" referred to in the abovementioned form.

The proxy and the voting instructions may be revoked in the same way and within the same terms as for sending them.

Furthermore, pursuant to the above-mentioned Decree, those who do not intend to use the methods of attendance described above, may grant proxies and/or sub-proxies pursuant to Art. 135-novies of Legislative Decree No. 58/98, which, with related written voting instructions, shall be sent to Computershare S.p.A. to the certified email address [email protected] or by fax to No. +390645417450 preferably by 6:00 p.m. of the day before the date set for the Shareholders' Meeting (and therefore by 6:00 p.m. on 16 May 2024 in the event that the Shareholders' Meeting in extraordinary and ordinary session is held on first call, by 6:00 p.m. on 19 May 2024 in the event that the Shareholders' Meeting in extraordinary session is held on second call, and by 6:00 p.m. on 23 May 2024 in the event that the Shareholders' Meeting in extraordinary session is held in third call and the Shareholders' Meeting in ordinary session is held on second call). The proxy may be granted

by signing the specific form available on the Company's website (www.leonardo.com, Section "2024 Shareholders' Meeting") in the manner stated therein.

The proxy and the voting instructions may be revoked in the same way and within the same terms as for sending them.

The granting of proxies pursuant to Art. 135-novies and Art. 135-undecies of Legislative Decree No. 58/98 does not involve any expense for the Shareholder, except for those incurred for their delivery or notification.

Computershare S.p.A. is at the disposal of the Shareholders to provide them with any necessary information and clarification, to the phone number +390645417413, or to the email address [email protected].

There is no provision for casting the vote electronically or by mail.

Additions to the agenda and submission of resolution proposals by the Shareholders holding at least 2.5% of the share capital pursuant to Art. 126-bis, paragraph 1, first sentence, of Legislative Decree No. 58/98

Pursuant to Art. 126-bis of Legislative Decree No. 58/98, those Shareholders who, even jointly with others, represent at least one fortieth of the share capital may, by 15 April 2024, request additions to the items on the agenda or submit additional resolution proposals on those already on the agenda, stating the additional issues and/or motions in the relevant request.

No additions to the agenda may be considered for those matters in relation to which the Shareholders' Meeting is entitled to resolve, by law, at the proposal of the Directors or in relation to projects or reports prepared by said Directors, other than those specified in Art. 125 ter, paragraph 1, of Legislative Decree No. 58/98. Requests must be submitted in writing by the proposing Shareholders by fax to the number +3901010013250 or to the certified email address [email protected], together with the suitable documentation issued by an authorized intermediary, which certifies the ownership of the above-mentioned shareholding on the date of the request itself.

The proposing Shareholders must submit, within the deadline and in the manner set out above, a report stating the reasons for any proposed resolutions on additional matters they propose to discuss or the reasons for any further proposed resolutions regarding the items that are already on the agenda.

Any additions to the agenda or presentation of proposals for further resolutions on matters that are already included on the agenda will be announced by the Company, in the same forms as prescribed for publication of this notice of call of the Shareholders' Meeting, at least fifteen days prior to the date set for the Shareholders' Meeting in extraordinary and ordinary session on first call (and, therefore, by 2 May 2024). At the same time as it announces additions to the agenda or additional resolutions on matters already on the agenda, the Company will make available to the public, in the manner prescribed by Art. 125-ter, paragraph 1, of Legislative Decree No. 58/98, the related resolution proposals and the Shareholders' reports, as well as any possible evaluations made by the Board of Directors.

Submission of individual resolution proposals pursuant to Art. 126-bis, paragraph 1, penultimate sentence, of Legislative Decree No. 58/98

Due to the fact that the attendance at the Shareholders' Meeting and the exercise of the voting rights may only take place through the Designated Representative (Computershare S.p.A.), the Company – in order to make it possible for the parties concerned to exercise the right referred to in Art. 126-bis, paragraph 1, penultimate sentence, of Legislative Decree No. 58/98,

and therefore to submit individual resolution proposals on the items on agenda or, albeit according to such methods and terms as are consistent with the provisions of the aforementioned "Cura Italia" Decree and to allow that the proposals referred to in this paragraph are known by the generality of those entitled to attend the Shareholders' Meeting and exercise the voting rights in time to provide voting instructions to the Designated Representative – provides that those entitled to attend the Shareholders' Meeting and exercise their voting rights may individually submit resolution proposals on items already on the agenda by 2 May 2024, thus committing itself to their subsequent publication.

In particular, the legitimacy to submit these proposals is subject to the receipt by the Company of the certification confirming ownership of the shares as at May 8, 2024 (Record Date).

The proposals must be submitted in writing by eligible Shareholders by fax to the number +3901010013250 or to the certified email address [email protected], showing the express reference to: "Leonardo's 2024 Shareholders' Meeting - individual resolution proposals", the item of the agenda of the Shareholders' Meeting to which they refer, the text of the proposed resolution and the personal data of the applicant (surname and name, place and date of birth, tax code or all identification details in the case of an entity or company).

The proposals submitted within the terms and in the manner described above shall be made available to the public, by the Company, by 4 May 2024 on the Company's website (www.leonardo.com, Section "2024 Shareholders' Meeting"), in order to allow those entitled to vote to express themselves consciously, while also taking into account these new proposals and, therefore, allowing the Designated Representative to also collect any possible voting instructions thereon.

Right to ask questions before the Shareholders' Meeting

Anyone who has voting rights may submit questions regarding the items on the agenda before the Shareholders' Meeting. The questions must be received by the Company by no later than the seventh trading day before the date of the Shareholders' Meeting on first call (and, therefore, by 8 May 2024), pursuant to Art. 127-ter of Legislative Decree No. 58/98, together with the applicant's personal data (surname and name, place and date of birth, tax code or all identification details in the case of an entity or company) and the certification attesting the ownership of the shares as at 8 May 2024 ("record date"). Ownership may also be certified at a later time, provided it is done so by the third day following the "record date" (i.e., by 11 May 2024).

Questions must be sent by fax to the No. +3901010013250 or to the certified email address [email protected].

In order to allow those entitled to vote to cast their vote through the Designated Representative, while also taking into account the feedback the Company has provided to these questions, the answers will be provided by the Company at least three days before the Shareholders' Meeting takes actually place through publication on the Company's website (www.leonardo.com, Section "2024 Shareholders' Meeting").

Amendments to the Articles of Association of Leonardo S.p.a.

The Shareholders' Meeting is called to pass resolutions in extraordinary session with regard to certain clauses of the Articles of Association in order to simplify and make more efficient the corporate governance. The proposed amendments to the Articles of Association will be subject to different specific votes by the Shareholders' Meeting as set out in the relevant Explanatory Report prepared pursuant to article 125-ter of Legislative Decree no. 58/98.

Appointment of the Board of Statutory Auditors

It should be noted that the Board of Statutory Auditors will be appointed in accordance with article 28 of the Articles of Association to which reference is made.

It should be considered that among the amendments to the Articles of Association provided for in item 1 of the Extraordinary part of this Meeting, the increase from two to four in the number of alternate Auditors is submitted for the approval of the Shareholders (the effectiveness of the appointment of the alternate Auditors on the basis of the new provisions of the Articles of Association that may be approved by the Shareholders' Meeting, will be subject to the registration in the competent Companies Register of the resolution adopted in extraordinary session). Shareholders who intend to submit a list for the appointment of the Board of Statutory Auditors are invited to take into account this amendment proposal and consider the opportunity to indicate in the list a number of two alternate Auditors of different gender.

Pursuant to the above-mentioned clause of the Articles of Association and any applicable current legal and regulatory provisions, the following should be noted:

the Board of Statutory Auditors is made up of five regular statutory auditors; the Shareholders' Meeting also appoints two alternate Auditors (if the Shareholders' Meeting approves the mentioned proposed amendment to the Articles of Association, four alternate auditors will be elected);
the appointment of the Board of Statutory Auditors is based on the lists submitted by the shareholders;
each list, in which candidates are listed by a sequential number, is divided into sub-lists: one for the candidates as regular Auditors and the other for the candidates for the position of alternate Auditors;
at least the first of the candidates of each sub-list must be enrolled in the Register of Legal Auditors and must have performed the statutory audit of accounts for a period of no less than three years;
lists that, considering both sub-lists, present a number of candidates equal to or greater than three must include, in the sub-list of regular Auditors, candidates of different genders so as to allow for the composition of the Board of Statutory Auditors to include at least twofifths of members of the least represented gender. If the sub-list of alternate Auditors in these lists includes two candidates, they must belong to different genders;
each Shareholder may submit, or take part in the submission of, only one list of candidates and each candidate may only appear in one list, failing which shall be deemed ineligible;
the right to submit lists is exclusively granted to Shareholders who hold, either alone or jointly with other Shareholders, at least 1% of the share capital with voting rights at Ordinary Shareholders' Meetings.

The candidate lists, signed by the Shareholder or Shareholders submitting them, must be filed at the Company's premises (in accordance with the "Procedure for presentation of lists of candidates" at the bottom of this section) by 22 April 2024, together with information about the Shareholders who have submitted the lists, including the percentage of share capital held by the same, and the following documentation:

a) statements in which each candidate accepts the candidature and certifies, under his/her own personal responsibility, the non-existence of grounds of ineligibility, incompatibility, and that he or she holds the requirements prescribed by current regulations and by the Articles of Association. In respect of this, it should be specifically remembered that each candidate must hold the requirements laid down in Art. 148, paragraph 3, of Legislative Decree No. 58/98, in addition to the integrity and professional competence under Decree of the Ministry of Justice no. 162 dated 30 March 2000, pursuant to Article 148, paragraph 4, of said Legislative Decree no. 58/98; it should be also remembered that each candidate must also declare that he/she is

eligible for being qualified as "independent" also in accordance with the criteria under Art. 2 of the Corporate Governance Code;

b) a "curriculum vitae" containing detailed information on the personal and professional characteristics of each candidate which will be published on the Company's website (www.leonardo.com, Section "2024 Shareholders' Meeting") pursuant to Art. 144-octies of Consob Regulation no. 11971/99;
c) taking into account the provisions of Article 2400, last paragraph, of the Italian Civil Code, a list of the administrative and control positions held by the candidates in other companies, with the recommendation to ensure that it is updated until the day of the actual meeting. In this regard, it should be noted that persons who hold the position of regular Auditor in five issuers, or who hold other administrative and control positions in other companies that altogether exceed the limit set forth by the applicable regulations (Article 144-terdecies of Consob Regulation No. 11971/99) cannot be appointed as Auditors;
d) a statement by Shareholders other than those who even jointly hold a controlling or relative majority interest, attesting to the absence of any direct or indirect relationship with the latter pursuant to the provisions of Art. 148, paragraph 2, of Legislative Decree No. 58/98, and Art. 144-quinquies of the Consob Regulation No. 11971/99; with reference to the contents of this statement, Shareholders are reminded the recommendations set out in Consob Communication no. DEM/9017893 of 26 February 2009.

The minimum shareholding required to submit lists of candidates is determined by taking into account the shares which are registered in name of any Shareholder on the day on which the lists are filed with the Company. Shareholders must transmit to the Company's registered office the document certifying the ownership of the number of shares represented, in the manner required for the submission of lists, even after filing of the list of candidates, provided this is done within the deadline for publication of the lists by the Company (i.e. no later than 26 April 2024).

If at 22 April 2024 one only list is submitted, or if lists are submitted by shareholders who have connections among them pursuant to the said Art. 144-quinquies, the Company shall give notice thereof without delay pursuant to the applicable regulations. In this case, lists may be submitted until the third day following that date (i.e. until 25 April 2024), bearing in mind that the minimum shareholding required for the submission of lists is reduced to half and will therefore be equal to 0.5% of the share capital with voting rights at the Ordinary Shareholders' Meeting.

Taking into account the results of the self-evaluation process, the Board of Statutory Auditors has issued for the Shareholders the "Guidelines of the Board of Statutory Auditors of Leonardo S.p.A. to the Shareholders on the composition of the Board of Statutory Auditors", to which reference is made, already published on the Company's website on 19 March 2024 and attached to the Explanatory Reports pursuant to art. 125-ter of Legislative Decree No. 58/98 on the relevant items on the agenda of the Shareholders' Meeting. Documentation is available on the web site www.leonardo.com (Section "2024 Shareholders' Meeting").

Anyone submitting a list that contains a number of candidates exceeding half of the members to be elected is invited to evaluate the opportunity to provide information, in the documentation submitted for the filing of the list, as to whether the list corresponds to the aforementioned Guidelines provided by the Board of Statutory Auditors, with reference also to the diversity criteria set out therein.

As to the mechanism for the appointment of the Statutory Auditors elected through list voting, please refer to Art. 28.3 of the Articles of Association and the Explanatory Reports pursuant to Art. 125-ter of Legislative Decree No. 58/98 on the related items on the agenda.

Procedure for presentation of lists of candidates

The lists of candidates, duly signed by the Shareholders who submit them and accompanied by the documents listed above, must be filed by hand delivery at the registered office in Rome, Piazza Monte Grappa no. 4, or sent by certified e-mail to [email protected], no later than the above deadline of 22 April 2024.

Shareholders who wish to submit a list of candidates are requested to previously contact the Leonardo S.p.a. – Corporate Bodies Affairs organizational unit at the certified email address [email protected] or to the phone number +390632473891 in order to define all the operational details.

The lists of candidates properly submitted, together with the above mentioned information and documentation, will be made available to the public at the registered office, Borsa Italiana S.p.A., on the Company's website (www.leonardo.com, Section "2024 Shareholders' Meeting"), as well as on the website of the authorized storage mechanism eMarket Storage () within twenty-one days before the date of the Meeting on first call (i.e. no later than 26 April 2024).

Lists filed or sent without complying with the provisions of this Notice of call will be deemed as not submitted.

Report on remuneration policy and fees paid

Pursuant to Art. 123-ter, paragraph 3-ter, of Legislative Decree No. 58/98, the Shareholders' Meeting is also called in ordinary session to cast its vote, with a binding resolution, on the first section of the Report on remuneration policy and fees paid that describes the Company's policy on the remuneration of the members of the governing body, the General Manager, the Co-General Manager and other executives with strategic responsibilities and, without prejudice to the provisions of Art. 2402 of the Italian Civil Code, of the members of the control body, as well as the procedures used for adoption and the implementation of this policy.

Pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58/98, the Shareholders' Meeting is also convened to cast its vote, with a non-binding resolution, on the second section of the Report on remuneration policy and fees paid, which shows, among other things, the remuneration paid in the previous year to the members of the governing and control bodies, to the General Manager, the Co-General Manager and other executives with strategic responsibilities.

Information about share capital

As of the date of this notice, the share capital of Leonardo S.p.a. is equal to Euro 2,543,861,738.00, is represented by 578,150,395 shares and only consists of ordinary shares with a par value of Euro 4.40 each.

Documentation

The documentation pertaining to the Shareholders' Meeting (including with reference to the provisions of Art. 125-quater of Legislative Decree No. 58/98), including the Explanatory Reports pursuant to Art. 125-ter of Legislative Decree No. 58/98 on the items on the agenda, is made available to the public - within the terms provided for by current regulations - at the registered office, at Borsa Italiana S.p.A. and on the Company's website (www.leonardo.com, Section "2024 Shareholders' Meeting"), as well as on the website of the authorized storage mechanism eMarket Storage ().

Shareholders and those entitled to attend and vote at the Shareholders' Meeting are entitled to peruse any and all documents filed at the registered office and to obtain copies.

For any further information concerning the participation in the Shareholders' Meeting and the exercise of the voting rights through the Designated Representative, it is possible to contact the telephone number +390645417413 (Computershare S.p.A.).

More generally, for all information relating to the proceedings of the Shareholders' Meeting, the support to the Shareholders' participation through the Designated Representative and the exercise of any related rights, it is possible to consult the Company's website (www.leonardo.com, Section "2024 Shareholders' Meeting") and/or contact the Corporate Bodies Affairs organizational unit to the email address [email protected] or to phone number +390632473891.

This notice of call, published in full on the Company's website www.leonardo.com (Section "2024 Shareholders' Meeting") and on the website of the authorized storage mechanism eMarket Storage (), as well as available at the registered office, is also published in extract form on 6 April 2024 in the newspapers "Il Sole 24 Ore" and "Milano Finanza".

Rome, 5 April 2024

on behalf of the Board of Directors The Chairman (Stefano Pontecorvo)

Fine Comunicato n.0131-16-2024	Numero di Pagine: 11
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AI Terminal

Leonardo S.p.A.

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