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 4 May 2023, in the event that the Shareholders' Meeting is held on first call and by 5 May 2023, 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 7 May 2023, in the event that the Shareholders' Meeting is held on first call and by 6:00 p.m. on 8 May 2023, 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 26 April 2023), 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 5 May 2023 if the mShareholders' Meeting is held on first call and by 6 May 2023 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 2 May 2023).

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 – 2023 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 11 April 2023), 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 23 April 2023.
• 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 18 April 2023.
• The legitimacy to submit these proposals is subject to the receipt by the Company of the certification confirming ownership of the shares as at 26 April 2023 (“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 2023 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 24 April 2023 on the Company's website (www.leonardo.com, Section "2023 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.

The Shareholders' Meeting called for 8 and 9 May 2023, respectively on the first and second call, will be called, among other things, to appoint the new Board of Directors.

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 2023").

Shareholders wishing to submit a list of candidates are invited to contact the Company's Group Corporate 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 13 April 2023. 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 17 April 2023).

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 2023

For 2023, Leonardo's Shareholders' Meeting - convened for 8 May on first call and 9 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 27 January 2023, that if the Shareholders' Meeting called to approve the financial statements for the year 2022 resolves in favour of the distribution of the dividend, it will be paid in May 2023.

More specifically:

-  Ex Dividend date: 22 May 2023

-  Record Date Dividend: 23 May 2023

-  Data of payment: 24 May 2023

-  Coupon: no. 13

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 “2023 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).