Shareholders' Rights

The Shareholders’ Meeting can be Ordinary and/or Extraordinary. The Ordinary and Extraordinary Shareholders’ Meetings may also be called on the same day. 

The Ordinary Shareholders’ Meeting:

must be called at least once a year. It is up to the Ordinary Shareholders’ Meeting to decide: 

• on the approval of the Financial Statements and on the distribution of profits; 
• on the appointment, after determining the number and the term of office, as well as on the revocation of the members of the Board of Directors, as well as on the determination of the fee and the election of the Chairman;
• on the appointment of the Board of Statutory Auditors and on the appointment of its Chairman, as well as on the determination of the remuneration of its members;
• on the responsibility of the members of the Board of Directors; 
• about the assignment, upon a justified proposal of the Board of Statutory Auditors, of the task of auditing the accounts and determining the fee for the purpose due as well as, subject to the opinion of the Board itself, on the revocation or amendment, where necessary, of the task assigned;
• on the approval of the remuneration policies for members of the Board of Directors and of the other executives with strategic responsibilities, as well as plans based on financial instruments, in accordance with the provisions of the law and regulations in force;
• about the approval of any regulation of the meeting works;
• on the authorization of transactions of greater significance with related parties, in the cases and in the manner provided for by current standards;
• on the authorization to purchase and sell own shares;
• on the other subjects attributed by the current standards or by the Articles of Association to its competence.

The Extraordinary Shareholders’ Meeting

The Extraordinary Shareholders' Meeting resolves on the amendments to the Articles of Association, on the appointment, revocation, replacement and powers of liquidators and on any other subject attributed by Law to its competence.

Shareholders’ Meeting quorum

The Ordinary Shareholders' Meeting on first call is validly constituted when at least half of the share capital is represented, while on second call there is no provision for a constitutive quorum (and therefore the Shareholders' Meeting will be validly constituted regardless of the part of the share capital represented by the participating Shareholders). 

The Ordinary Shareholders' Meeting, both in first and second call, resolves with the absolute majority of the capital present at the Meeting. 

The Extraordinary Shareholders' Meeting is validly constituted when (i) more than half of the share capital is represented at the first call; (ii) more than
one third of the share capital is represented at the second call and (iii) more than one fifth of the share capital is represented at the third call. 

The Extraordinary Shareholders' Meeting resolves with the favourable vote of at least three quarters of the capital present at the Meeting. 

Pursuant to Article 16.5 of the Articles of Association, the resolutions of the Ordinary Shareholders' Meeting concerning the strategic subjects referred
to in Article 22.3 of the Articles of Association, are adopted with the favourable vote of at least three quarters of the capital present at the Meeting.

The Shareholders' Meeting is called by the Board of Directors by means of a notice (Call Notice) published on Leonardo's website (www.leonardo.com) and on the authorised storage mechanism www.emarketstorage.com and, by extract, on at least one national newspaper. The notice is published, as a rule, by the thirtieth day prior to the date of the Shareholders' Meeting (except in the specific cases provided for by Law including, for example, the appointment of the Management and Supervisory Bodies when this term is forty days).

The Notice of Call contains all the information useful to the Shareholders in order to participate in the Shareholders' Meeting and exercise their rights during the Meeting. More specifically, the Notice contains:

• the day, time and place where the Shareholders' Meeting will be held and the agenda concerning the items to be discussed; 
• the description of the procedures for participating and voting in the Shareholders' Meeting as well as information regarding the right to ask questions before the Meeting;
• the right to supplement the agenda and to submit resolution proposals on topics already on the agenda, the procedure for voting by proxy, the methods for any notification - including electronic - of voting proxies; 
• the procedure for granting voting proxies to the Designated Representative of Shareholders appointed by the Company pursuant to Article 135-undecies, as well as the procedure for granting proxies/sub-proxies pursuant to Article 135-novies of Legislative Decree No. 58/98; 
• the "record date", established by Law at the end of the seventh trading day preceding the Shareholders' Meeting, which determines the useful time to certify ownership of the right to take the floor and exercise the vote, specifying that those who will be owners of the shares only after that date will not have the right to attend and vote during the Shareholders' Meeting; 
• methods and terms of availability of the resolution proposals, together with the explanatory reports, and the documents that will be submitted to the Shareholders' Meeting;
• methods and deadlines for submission of lists for the election of the members of the Board of Directors and of the Board of Statutory Auditors;
• link to the Company's website where the documents that will be submitted to the Shareholders' Meeting and the forms that Shareholders have the right to use for the purpose of voting by proxy are available.

The person entitled to vote on Leonardo's shares at the "record date" (May 8, 2024) may attend the Shareholders' Meeting through the Designated Representative Computershare S.p.A. 

In order to participate through the Appointed Representative, the person entitled to participate must request from the intermediary with whom their shares are deposited the communication certifying their entitlement to participate and exercise their voting rights.

The intermediary shall notify Leonardo S.p.a. electronically on the basis of its accounting records. The communication must reach the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting in first call. The right to participate and vote through the Designated Representative remains unaffected if the communication is received by the Company after the aforesaid deadline, provided that it is received by the Shareholders' Meeting.

As consequences of the provisions of art. 106 of the Law Decree of 17 March 2020 n. 18 converted into Law No. 27/2020 (the effectiveness of which was last extended by Law No. 21 of 5 March 2024) the right to attend the Shareholders' Meeting, called in extraordinary session on 17, 20 and 24 May 2024 (first, second and third call respectively), and in ordinary session on 17 ad 24 May 2024 (first and second call respectively) to exercise the voting rights may only take without physical participation by the Shareholders. Participation in the Shareholders' Meeting and the exercise of voting rights may be carried out exclusively by conferring specific proxy to the Shareholders' Representative (Computershare S.p.A.) designated by the Company pursuant to art. 135-undecies of Legislative Decree no. 58 of 24 February 1998.

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 authorised 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.

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. 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.).

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.

Partecipation in the Shareholder's Meeting through the Designated Representative may take place alternatively pursuant to: (i) Article 135-undecies of the Consolidated Law on Finance, by means of the "proxy form to the Designated Representative" or (ii) Article 135-novies of the Consolidated Law on Finance, by means of the "ordinary proxy/subdelegation form".

The Shareholders may confer a specific proxy, free of charge, to the Designated Representative Computershare S.p.A.

• The proxy may contain voting instructions on all or some of the proposals on the agenda and 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 is held on third call and the Shareholders' Meeting in ordinary session is held on second call).
• To facilitate the forwarding of the proxy pursuant art. 135 – undecies of Legislative Decree No. 58/98, from the section of the Company's website it is possible to fill in and submit also online in guided mode the appropriate form prepared by Computershare S.p.A..
• The proxies forms to be notified to the Designated Representative, with the voting instructions reserved for it together with an identity document and any documentation proving the signing powers, must be received with one of the following alternative methods:

Online: through the link to the issuer's website which allows the guided compilation, provided that the delegator, to receive the credentials, documents his/her identification, even if a legal person, or uses his/her own certified e-mail box;

Certified Electronic Mail (PEC) holders as an attachment document (PDF format) sent to ufficioroma@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;

Holders of Advanced Electronic Signature, qualified or digital (FEA): as an attachment document with digital signature sent to ufficioroma@pecserviziotitoli.it also by ordinary electronic mail in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Digital Signature Holder;

Holders of ordinary e-mail: the delegating party may send a copy of the electronically reproduced proxy to ufficioroma@pecserviziotitoli.it (PDF format). In this case, the original of the proxy, the instructions and a copy of the related documentation    must be sent to the registered     office of Computershare S.p.A. ref. “Delega Assemblea Leonardo S.p.a.”, Via Monte Giberto 33, 00138 Rome;

Via FAX at the number +39 0645417450: in this case the original of the proxy, instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. ref. “Delega Assemblea Leonardo S.p.a.”, Via Monte Giberto 33, 00138 Rome.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee the correct assignment of the proxy to the Designated Representative.

Shareholders who do not intend to make use of the methods of intervention described above may confer to the Designated Representative Computershare S.p.A. delegation/sub delegation pursuant to art. 135-novies of the Consolidated Finance Act, providing voting instructions on all or some of the proposals on the agenda. Shareholders may use the Proxy Form available on the Company's website.

• Shareholders are recommended to send the proxies/sub-proxies to the Designated Representative Computershare S.p.A. by 6.00 p.m. on 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/sub-proxy form, to be notified to the Designated Representative Computershare S.p.A. with the Voting Instructions reserved for it together with an identity document and any documentation proving the powers of signature, must be received with one of the following alternative methods: 

Certified Electronic Mail (PEC) holders as an attachment document (PDF format) sent to ufficioroma@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;

Holders of Advanced Electronic Signature, qualified or digital (FEA): as an attachment document with digital signature sent to ufficioroma@pecserviziotitoli.it also by    ordinary electronic mail in the event that the Proxy Grantor (as Individual or as Legal Entity) is a  Digital Signature Holder;

Holders of ordinary e-mail: the delegating party may send a copy of the electronically reproduced proxy to ufficioroma@pecserviziotitoli.it (PDF format). In this case, the original of the proxy, the instructions and a copy of the related documentation    must be sent to the registered     office of Computershare S.p.A. ref. “Delega Assemblea Leonardo S.p.a.”, Via Monte Giberto 33, 00138 Rome;

Via FAX at the number +39 0645417450: in this case the original of the proxy, instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. ref. “Delega Assemblea Leonardo S.p.a.”, Via Monte Giberto 33, 00138 Rome.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee the correct assignment of the proxy to the Designated Representative.

Pursuant to Article 126-bis of Legislative Decree no. 58/98, Shareholders who, even jointly, represent at least one fortieth of the share capital may, within ten days of the publication of the Notice of Call (and therefore by 15 April 2024), request that the list of items to be discussed be supplemented or submit further proposals for resolutions on items already on the agenda, indicating in the request the additional items or proposals.

• Additions to the agenda are not permitted for items on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the Directors or on the basis of a project or report prepared by them other than those referred to in Article 125-ter, paragraph 1, of Legislative Decree no. 58/98.
• Requests must be submitted in writing by the proposing Shareholders by fax to +3901010013250 or to the certified e-mail address: assemblea@pec.leonardo.com, together with suitable documentation issued by the intermediary certifying ownership of the said shareholding with effect from the date of the request.
• The proposing Shareholders must send, by the deadline and according to the methods indicated above, a report containing the reasons for the proposed resolutions on the new matters they propose to discuss or the reasons for further proposed resolutions on matters already on the agenda. 
• Any additions to the agenda or the presentation of further proposals for resolutions on items already on the agenda will be notified by the Company, in the same form prescribed for the publication of the Notice of Call of the Shareholders' Meeting, at least fifteen days prior to the date set for the Shareholders' Meeting in first call and, therefore by 2 May 2024. 
• At the same time as the publication of the notice of integration of the agenda or presentation of further proposals for resolutions on items already on the agenda, the Company shall make available to the public, in accordance with the procedures set forth in Article 125-ter, paragraph 1, of Legislative Decree No. 58/98, such further proposals for resolutions on items already on the agenda, the reports presented by the Shareholders, as well as any evaluations of the Board of Directors.

• Those are 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. 
• The legitimacy to submit these proposals is subject to the receipt by the Company of the certification confirming ownership of the shares as at 8 May 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 assemblea@pec.leonardo.com, 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;
• To this end it is recommended that those wishing to exercise the right to submit the proposals referred to in this paragraph, send them as soon as possible, for the purpose of a timely publication. 

In addition to the right to participate in the Shareholder’s Meeting and to take part in the decisions through the right to vote, when required, the Shareholder can propose and vote the candidates for the office of Director or Statutory Auditor of the Company that the Shareholders' Meeting is called to elect by means of the so-called "List vote".

• Composition of the board of Directors
  The Board of Directors of Leonardo is composed of not less than eight and not more than twelve members, elected in accordance with the provisions of the Company's Articles of Association (Article 18.3, sub para. a) 2/3 from the majority list, and for the remainder (1/3) from the lists of minority (Article 18.3, sub para. b). The Company's Articles of Association provides that they will be  entitled to submit lists for the appointment - both of the Board of Directors and of the Board of Statutory Auditors - only those  Shareholders who, alone or together with other Shareholders, represent at least 1% of the shares entitled to vote in the Ordinary Shareholders' Meeting, or the minor measure that was required by Law or regulation, where applicable.

• Composition of the board of Statutory Auditors
  The Board of Statutory Auditors, composed of five Regular and two Alternate Auditors, is also subject to election by list vote. The Articles of Association of Leonardo, pursuant to Article 28, expressly provides that two Regular members (including the Chairman of the Board of Statutory Auditors) and one alternate member are taken from the minority list.

• Candidate Lists for Board Directors and Statutory Auditors
  As indicated in detail in the Notice of Call, the lists, signed by the Shareholder or Shareholders who present them, must be filed at the Company's registered office by the twenty-fifth day prior to the date of the first call of the Shareholders’ Meeting and published at least twenty-one days before the date of the Shareholders' Meeting, always on first call, according to the procedures provided for by the current standards to which the Shareholder will have to refer.
  The ownership of the minimum quota required for the submission of the lists is determined by the shares held on the day the lists are filed. This ownership is certified by a specific communication, requested from the authorized intermediary, which must be sent by the latter to Leonardo, even after the filling, provided that it is within the twenty-first day prior to the date of the Meeting.

On the occasion of the Ordinary Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2023, the Company's Board of Statutory Auditors, appointed by the Shareholders' Meeting on 19 May 2021 for the three-year period 2021-2023, will expire. The Shareholders' Meeting called in Ordinary session on 17 and 24 May 2024 (in first and second call respectively) is called to resolve on the appointment of the Board of Statutory Auditors for the three-year period 2024-2026. The Board of Statutory Auditors will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2026.

As to the mechanism for the appointment of the Directors elected through list voting, please refer in full to Article 18.3 of the articles of association as well as to the specific point on the Explanatory Reports pursuant to Article 125-ter of Legislative Decree No. 58/98 published on the company's website (www.leonardo.com, section "Shareholders' Meeting 2024").

Shareholders wishing to submit a list of candidates are invited to contact the Company's Corporate Bodies Affairs organizational unit in advance at the certified e-mail address assemblea@pec.leonardo.com or at +390632473891 in order to define any necessary operational details.
The lists of candidates, signed by the Shareholders who present them and accompanied by the documentation indicated in the Notice of Call, must be filed by certified email at assemblea@pec.leonardo.com, within the deadline of 22 April 2024.

The lists of candidates regularly presented will be made available to the public, in the manner indicated in the notice of call, within twenty-one days prior to the date of the Shareholders' Meeting on first call (and therefore by 26 April 2024).
Lists filed or sent without observing the provisions of the notice of call will be considered as not presented.

A summary report of the votes and the number of shares represented during the Shareholder’s Meeting is made available on Leonardo's website (www.leonardo.com) within five days of the date of the Meeting. 

The minutes of the Shareholders’ Meeting, complete with the relevant attachments, are published on the same website within thirty days of the meeting.

Shareholders may receive a proportionate part of the net profits made by the Company as a return on their invested capital. The Shareholders' Meeting is competent to decide on the distribution of the realised profits to the Shareholders. 

Shareholders can find out the amount of any dividend and the dates on which it will be paid by consulting the press releases published on the Company's website (www.leonardo.com) and on the website of Borsa Italiana (www.borsaitaliana.it).

Dividend: key terms

On the subject of dividends, it is useful to know the key terms that characterise the manner and timing of such an operation. We speak of:

Ex dividend date (Ex-date): the date, regulated by the calendar of Borsa Italiana, which for Leonardo, as for the main companies making up the FTSE-MIB index, normally coincides with the first open market day following the third Friday of each calendar month;

Record Date Dividend: i.e. accounting day at the end of which the evidence in the accounts of the intermediary with which the Shareholder has deposited his shares will be used to determine entitlement to payment of the dividend and corresponds to the first day of liquidation following the detachment date;

Date of payment: which indicates the day on which the amount of the dividend due will be credited and coincides with the day of liquidation following the Record Date Dividend.

Dividendo 2024

For 2024, Leonardo's Shareholders' Meeting - convened in ordinary session on 17 and 24 May 2024 (on first and second call respectively) - will be called, among other things, to resolve on the Board of Directors' proposals regarding the possible payment of a dividend.

Leonardo has informed the market, with a press release dated 29 September 2023, that if the Shareholders' Meeting called to approve the financial statements for the year 2023 resolves in favour of the distribution of the dividend, it will be paid in June 2024. 

More specifically:

-  Ex Dividend date: 24 June 2024

-  Record Date Dividend: 25 June 2024

-  Data of payment: 26 June 2024

-  Coupon: No. 14

In order to receive the dividend distributed by Leonardo S.p.a. it will be sufficient to own the shares on the "Record Date Dividend"; the amount of the dividend will be automatically paid into the current account through the intermediary with whom the shares are deposited.

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 the conduct of the Shareholders’ Meeting, the support to the Shareholders’ participation and the exercise of the related rights, it is possible to consult the Company's website (www.leonardo.com, Section “2024 Shareholders' Meeting”) or contact the Corporate Bodies Affairs organizational unit to the email address:  ufficiotitoli@leonardo.com.

In the event that the Company decides to increase its capital by issuing new shares for cash, the pre-emption right gives the shareholder priority to subscribe for a number of shares proportional to those already in their possession. This in order to avoid the percentage reduction of the shares in their possession (and the related rights).

In the case of a paid capital increase, the person entitled, from the moment the operation begins and without prejudice to the cases of exclusion of the pre-emptive right, will have a limited period of time, indicated in the offer prospectus, within which to decide how to dispose of the pre-emptive right by giving the relevant instructions to their intermediary.

On Leonardo's website, in addition to the documents that the Company is required by law to deposit, such as the information material prepared for each Shareholders' Meeting, the periodic financial results as well as, from this year, the Integrated Report (which includes the Consolidated Non Financial Statement in accordance with Legislative Decree no. 254/2016), it is possible to find useful information for the Shareholder such as, for example: the financial calendar, the share performance in real time, the main Shareholders, the Industrial Plan, the ratings assigned to the Company by specialized companies, financial highlights and contacts of Investor Relations and Credit Rating Agencies to communicate with Leonardo. Each Shareholder, by contacting the organizational unit Corporate Bodies affairs, may also examine the Shareholders' Book and the Register of Shareholders' Meetings and Resolutions, with the right to obtain extracts, upon request, also in computerized form, at his or her own expense. 

Leonardo S.p.a., as a listed company, has precise information obligations towards the market and is therefore required to disseminate accurate and timely information. 

In this regard, the external disclosure of information regarding Leonardo and its Subsidiaries, as well as the communication to the market of any operation or event that may influence the price of the shares, is governed by a specific procedure published on the Company's website.

Shareholders have the right to withdraw, for all or part of their shares, if they have not contributed to the resolutions concerning:

• Amendment of the clause of the corporate purpose, when it allows a significant change in the Company's business;
• Transformation of the Company;
• Transfer of the headquarters abroad;
• Revocation of the liquidation status;
• Elimination of one or more causes of withdrawal provided for by the Law or the Articles of Association;
• Modification of the criteria for determining the value of the share in the event of withdrawal;
• Amendments to the Articles of Association concerning voting rights or participation;
• Exclusion from listing.

The Articles of Association of Leonardo expressly provide that the withdrawal is not allowed in the case of resolutions concerning the extension of the term of the Company or the introduction, amendment or removal of restrictions on the circulation of shares.

It is the right of each Shareholder to be able to examine the "Book of Shareholders" and the "Book of meetings and resolutions of the Shareholders’ Meetings".

The above will be according to the combined provisions of Articles 2422 and 2421, paragraph l No. l) and No. 3) of the Italian Civil Code, as well as pursuant to Article 83 quinquies of the of Legislative Decree No. 58/98 and by Articles 41 and 43 of the Banca d’Italia/Consob Provision of 13.08.2018 containing the regulations "of central counterparties, central depositories and centralized management activities".

The Shareholder who intends to exercise his/her right to inspect the Company Books must:

• submit a written request addressed to Leonardo - Società per azioni, to the attention of the Corporate Bodies Affairs organizational unit, specifying the Social Books he/she requires to see, or via e-mail to the address: ufficio.titoli@leonardo.com.
• attach the communication issued by the financial intermediary for the exercise of the right of inspection to his/her request.

All will be as described in detail in the Company’s document titled "Shareholders' access to the Book of Shareholders and to the Book of Meetings and Shareholders' Meeting resolutions" published on the Company's website (www.leonardo.com)

For the exercise of any rights that are not time-barred (i.e. dividends) as well as for exchanges on stocks still represented by paper certificates issued by companies incorporated in Leonardo S.p.a., the Shareholder may contact the bank where he/she holds a deposit/account report or directly to the Stock Dept (ufficio.titoli@leonardo.com).