04 April 2024 20:37
Rome, 04/04/2024 - The Board of Directors of Leonardo, convened today under the chairmanship of Stefano Pontecorvo, has resolved to call the Shareholders’ Meeting, in Extraordinary session on 17, 20 and 24 May 2024 (in first, second and third call respectively) and in Ordinary session on 17 and 24 May 2024 (in first and second call respectively), in which Shareholders may participate exclusively through the Designated Representative, in line with the provisions of art. 106 of the Legislative Decree no. 18/2020, as converted, with amendments, into Law No. 27/2020 (the effectiveness of which was last extended by Law no. 21/2024).
In the Extraordinary session, the Shareholders' Meeting will be called to resolve about some proposals for amendments to the Leonardo's Articles of Association, aimed at updating and simplifying some statutory clauses; in the Ordinary session, in addition to the approval of the Financial Statements as at 31 December 2023, the Shareholders’ Meeting will be called to resolve on the appointment of the Board of Statutory Auditors for the three-year period 2024-2026.
The Ordinary Shareholders' Meeting will also be called to resolve, pursuant to art. 123-ter, para. 3-ter and 6 of TUF, in relation to the first section (with binding resolution) and to the second section (with no binding resolution) of the Report on remuneration policy and fees paid, approved by today's Board of Directors.
The Board of Directors also resolved to submit to the same Shareholders’ Meeting, pursuant to art. 114-bis of TUF, the proposal of approval of the new Long-Term Incentive Plan for the management of the Leonardo Group.
To the new Incentive Plan based on financial instruments, while maintaining the main architectural elements constant, with three-year rolling cycles (starting from each of the financial years 2024, 2025 and 2026), changes have been made providing for the introduction of an over-performance mechanism, further strengthening the pay for performance link. The Plan confirms the Company’s intention to continue to use a management incentive tool to achieve the medium and long-term objectives set out in the Group’s Industrial Plan. The structure of the Plan is based on a mix of both cash and Leonardo ordinary shares, in different proportions depending on the managerial levels involved, against the achievement of specific and preset performance targets; the achievement of the objectives linked to the incentive will be verified at the end of each three-year period.
For a detailed description of the Plan, please refer to the contents of the Information Document, prepared pursuant to art. 114-bis of TUF and art. 84-bis of Issuers Regulation, which will be published within the terms of law.
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The notice of call of the Meeting, as well as the documents concerning the items on the agenda of the Shareholders’ Meeting, are made available to the public within the terms and with the modalities of law.