Shareholders' Meeting and resolutions of the Board of Directors

Rome   28 March 2019 18:11

The Board of Directors of Leonardo, convened today under the chairmanship of Gianni De Gennaro, has resolved that the Shareholders’ Meeting will be convened in Ordinary session on 9 and 16 May 2019 (in first and second call respectively) and in Extraordinary session on 9, 15 and 16 May 2019 (in first, second and third call respectively.

In addition to the approval of the Financial Statements as at 31 December 2018, the Meeting will be called to resolve on the integration of the Board of Statutory Auditors, following the resignation of Mr. Riccardo Raul Bauer from the office of Regular Auditor and Chairman of the Board of Statutory Auditors – occurred on 8 November 2018 – and the taking over on the same date in the aforementioned offices, pursuant to the law and the Articles of Association and until the first following Shareholders' Meeting, by the Alternate Auditor Mr. Luca Rossi.

The Shareholders’ Meeting will also be called to express its opinion, with a non-binding resolution, on the first section of the Remuneration Report drawn up pursuant to Article 123-ter of the TUF, approved today by the Board.

The Board of Directors also resolved to submit to the same Shareholders' Meeting, in Extraordinary session, the proposal to amend the Leonardo's Articles of Association aimed at making permanent, in the composition of the administrative and control bodies, the presence of a minimum number of members belonging to the less represented gender.

The above in order to comply with the new recommendations about diversity of the Corporate Governance Code (July 2018 edition), which invites the issuers to permanently guarantee the presence of at least one third of members of the least represented gender in the composition of their corporate bodies, in order to avoid a retreat of the positive effects introduced by Law no. 120 of 12 July 2011 in the absence of the regulatory obligation. Thereby, Leonardo also intends to adhere to the best practice in corporate governance in order to raise its reference standards, consolidating and further strengthening its own already recognized governance system.

Finally, at today's meeting the Board resolved to renew the bond issue program EMTN (Euro Medium Term Note) for additional 12 months, leaving at 4 billion Euro the maximum amount  (already overall used for a nominal amount of approximately EUR 2,7 billion). The renewal is performed by Leonardo Group on a yearly basis, as part of its ordinary activities of financial management. As usual, credit rating will be assigned to the Program by Moody’s, Standard & Poor’s and Fitch.

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The notice of call, as well as the documentation concerning the items on the agenda of the Shareholders’ Meeting, will be available to the public within the terms and with the modalities of law.