Leonardo shares are the key to actively participating in the life of the Company and to taking part in the most important decisions of the shareholders' meeting.
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" (12 May 2022) 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 (the so-called “Cura Italia” Decree), converted into Law No. 27/2020 (the effectiveness of which was last extended by Law Decree No. 228 of 30 December 2021 converted, with amendments, into Law No. 15 of 25 February 2022), the right to attend the Shareholders' Meeting, called on 23 and 31 May 2022 (I and II call respectively), and 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 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 19 May 2022, in the event that the Shareholders' Meeting is held on first call and by 27 May 2022, in the event that the Shareholders' Meeting 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 22 May 2022, in the event that the Shareholders' Meeting is held on first call and by 6:00 p.m. on 30 May 2022, in the event that the Shareholders' Meeting 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.
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 12 May 2022), pursuant to Art. 127-ter of Legislative Decree No. 58/98.
- The Company shall provide the answers at least three days before the actual holding of the Meeting (therefore, by 20 May 2022 if the
Shareholders' Meeting is held on first call and by 28 May 2022 if the Shareholders' Meeting is held on second call) through the publication on the Company’s website (www.leonardoy.com, Section “2022 Shareholders’ Meeting). Questions will have to be presented together with the applicant's personal data (surname and first name, place and date of birth, tax code or all identification data in the case of a body or company) and certification attesting the ownership of the shares on the “record date”. Ownership may also be certified subsequently provided that this is done by the third day following the "record date" (therefore by 15 May 2022).
Questions must be sent exclusively by fax to +3901010013250 or to the certified e-mail address: assemblea@pec.leonardo.com.
The Company may provide a single answer to questions having the same content.
The Company will not take into consideration questions received that are not strictly relevant to the items on the agenda of the Shareholders' Meeting as well as those for which the information requested is already contained in "FAQ – 2022 Shareholders’ Meeting" document, available on the Company's website (www.leonardo.com).
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 26 April 2022), 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.
- 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.
LEGISLATIVE DECREE NO. 58/98
- Those are entitled to attend the Shareholders' Meeting and exercise their voting rights may individually submit resolution proposals on items already on the agenda and proposals that are otherwise allowed ex lege by 4 May 2022, thus committing the Company to their subsequent publication on its website www.leonardo.com.
- The legitimacy to submit these proposals is subject to the receipt by the Company of the certification confirming ownership of the shares as at 12 May 2022 (“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 2022 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 6 May 2022 on the Company's website (www.leonardo.com, Section "2022 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.
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 2022
For 2022, Leonardo's Shareholders' Meeting - convened for 23 May on first call and 31 May on second call - 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 15 November 2021, that if the Shareholders' Meeting called to approve the financial statements for the year 2021 resolves in favour of the distribution of the dividend, it will be paid in June 2022.
More specifically:
- Ex Dividend date: 20 June 2022
- Record Date Dividend: 21 June 2022
- Data of payment: 22 June 2022
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 “2022 Shareholders' Meeting”) or contact the Group Corporate 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 Group Corporate 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 Group Corporate 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).