Leonardo S p A : Explanatory Reports of the Board of Directors to the Shareholders’ Meeting – Extraordinary session

Extraordinary Shareholders' Meeting of 17, 20 and 24 May 2024

(on 1st, 2nd and 3rd call)

Explanatory Reports pursuant to Art. 125-ter of Legislative Decree No. 58/1998

Extraordinary Session

1. Amendments to the Articles of Association of Leonardo S.p.a.

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Explanatory Report of the Board of Directors on item 1 on the Agenda

Amendments to the Articles of Association of Leonardo S.p.a.

Dear Shareholders,

you are called to an Extraordinary Meeting to resolve on proposed amendments to certain clauses of the Articles of Association of Leonardo S.p.a., in order to comprehensively update them functionally to ensure a more efficient, innovative governance in line with the best corporate practices, as well as to bring some clauses thereof into line with the regulations in force.

Specifically, the proposed amendments refer to the following clauses of the Articles of Association: 2.2, 5.1, 5.1ter, 8.2, 8.3, 15.2, 16.1, 16.2, 16.3, 16.7 (and consequent new numbering of Article 16), 17.1, 17.3, 18.2, 18.3, 18.4, 20.3, 22.3, 22.4, 24.2, 25.1, 25.2, 28.1, 28.3, 28.4, as well as the new Article 34.

The proposed amendments to the Articles of Association do not confer any right of withdrawal on those Shareholders who should not contribute to their approval, since they do not fall within the scope of any of the cases of withdrawal set out in Article 2437 of the Italian Civil Code.

The proposed amendments to the articles referred to above shall be subject to specific and different votes at the Shareholders' Meeting. Below are the topics of the voting:

1. Proposed amendment to Article 2.2 regarding the manner of establishing offices of the Company.
2. Proposed amendment to Article 5.1 regarding the elimination of the express nominal value of ordinary shares.
3. Proposed amendments to Articles 5.1ter, 16.7 and 22.4 regarding compliance with the Golden Power legislation.
4. Proposed amendments to Articles 15.2 and 17.3 regarding the appointment of the Secretary of the Shareholders' Meeting and the signing of the minutes of meetings.
5. Proposed amendments to Articles 16.1, 16.2, 16.3, 18.3, and 28.3 regarding the power to hold the Shareholders' Meeting on single call.
6. Proposed amendment to Article 17.1 regarding the manner of voting at the Shareholders' Meeting for election to corporate offices.
7. Proposed amendment to Article 18.4 regarding the criteria to be applied for the replacement of directors who have ceased to hold office.
8. Proposed amendments to Articles 28.1 and 28.3 regarding the appointment of the Board of Statutory Auditors. Proposed introduction of Article 34 regarding the effective date of the mechanism for the appointment of the Chairman of the Board of Statutory Auditors.

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1. Proposed amendments to Articles 20.3 and 28.4 regarding the conduct of Board of Directors' and Board of Statutory Auditors' meetings.
2. Proposed amendment to Article 24.2 regarding the reformulation of the duties of directors.
3. Proposed amendments to Articles 8.2, 8.3, 18.2, 22.3, 25.1 and 25.2 merely functional to an improvement in the form of the current literal wording of the Articles of Association.

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1. Proposed amendment to Article 2.2 regarding the manner of establishing offices of the Company.

The proposed amendment to Article 2.2 of Leonardo's Articles of Association is aimed at simplifying the process of establishing offices and, therefore, at making the management operations of the Company and its branches more effective. For this purpose, it is proposed to amend Article 2 so as to make explicit that the operation, and the discontinuance of operations, of "satellite establishments, branches, agencies or subsidiaries" shall take place "in the manner prescribed by law" and not necessarily by resolution passed by the Board of Directors. This clarification would allow the Company to proceed with establishing offices - other than satellite establishments or those for which a board resolution is required by law - without prior resolution by the Board of Directors, but still in full compliance with company rules and competences. In this regard, it should be noted that there is still the need for a board resolution for the operation and discontinuance of operations of satellite establishments pursuant to law (Article 2365 of the Italian Civil Code) and the Articles of Association (specifically, Article 24).

For these reasons, it is proposed to amend Article 2.2 as detailed in the table reported below.

CURRENT TEXT	PROPOSED TEXT
Art. 2	Art. 2
2.1. The Company's registered office shall	2.1. The Company's registered office shall
be in Rome. It shall have a secondary	be in Rome. It shall have a secondary
office in Genoa.	office in Genoa.
2.2. By resolution of the Board of	2.2. By resolution of the Board of
Directors, the Company may choose	Directors, tThe Company may choose
to operate or to discontinue	to operate or to discontinue
operations at satellite establishments,	operations at satellite establishments,
branches, agencies or subsidiaries,	branches, agencies or subsidiaries,
be they in Italy or elsewhere.	be they in Italy or elsewhere, in the
	manner prescribed by law.

Draft meeting resolution

Having stated this, we submit the following proposed resolution for your approval:

"The Extraordinary Shareholders' Meeting of Leonardo - Società per azioni.

• having noted the proposal of the Company's Board of Directors and the related Report prepared pursuant to Art. 125-ter, paragraph 3, of Legislative Decree no. 58/1998

resolves

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• to approve the proposed amendment to Article 2.2 of the Articles of Association as resulting from the text referred to in the Board of Directors' Report approved on 4 April 2024 and to be set forth verbatim in the minutes of this resolution;
• to grant the Board of Directors, and on its behalf separately to the Chairman and the Chief Executive Officer, the broadest powers in order to implement this resolution, as well as to make any such non-substantive amendment to this resolution as may be necessary or even only appropriate for the purpose of its registration in the Companies Register."

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1. Proposed amendment to Article 5.1 regarding the elimination of the express nominal value of ordinary shares.

The proposed amendment to Article 5.1 of the Articles of Association is aimed at eliminating the express nominal value of the Company's ordinary shares, which is currently equal to Euro 4.40 each.

The option for joint-stock companies to issue shares with no nominal value is provided for by law, specifically by Articles 2328 and 2346 of the Italian Civil Code. The elimination of the express nominal value of shares from the Articles of Association - as already adopted by a number of listed companies - results in greater operational flexibility and allows for simplifying and speeding up any share capital transactions on the part of the Company. With this elimination, the nominal value of the shares would still remain implicit in the ratio between the amount of share capital and the number of shares issued.

	CURRENT TEXT		PROPOSED TEXT
	Art. 5		Art. 5
5.1.	The Company's share capital is	5.1.	The Company's share capital is
	EUR 2,543,861,738.00 (two billion		EUR 2,543,861,738.00 (two billion
	five hundred and forty three million		five hundred and forty three million
	eight hundred and sixty one		eight hundred and sixty one
	thousand seven hundred thirty eight		thousand seven hundred	thirty
	euros and zero cents), represented		eight euros and zero cents),
	by 578,150,395 (five hundred and		represented by 578,150,395	(five
	seventy eight million one hundred		hundred and seventy eight million
	and fifty thousand three hundred		one hundred and fifty thousand
	and ninety five) ordinary shares		three hundred and ninety five)
	with a nominal value of EUR 4.40		ordinary shares with no anominal
	(four euros forty) each.		value of EUR 4.40 (four euros forty)
	(OMISSIS)		each.
			(OMISSIS)

Draft meeting resolution

Having stated this, we submit the following proposed resolution for your approval:

"The Extraordinary Shareholders' Meeting of Leonardo - Società per azioni.

• having noted the proposal of the Company's Board of Directors and the related Report prepared pursuant to Art. 125-ter, paragraph 3, of Legislative Decree no. 58/1998

resolves

• to approve the proposed amendment to Article 5.1 of the Articles of Association as resulting from the text referred to in the Board of Directors' Report approved on 4 April 2024 and to be set forth verbatim in the minutes of this resolution;

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• to grant the Board of Directors, and on its behalf separately to the Chairman and the Chief Executive Officer, the broadest powers in order to implement this resolution, as well as to make any such non-substantive amendment to this resolution as may be necessary or even only appropriate for the purpose of its registration in the Companies Register."

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1. Proposed amendments to Articles 5.1ter, 16.7 and 22.4 regarding compliance with the Golden Power legislation.

• Article 5.1ter

It is proposed to amend Article 5.1ter for the reason of bringing the Articles of Association into line with the Golden Power legislation in force. The current clause in the Articles of Association stipulates that, pursuant to Article 1, paragraph 5, of Decree Law no. 21 of 15 March 2012, anyone - excluding the Italian State, Italian public bodies or any entities under governmental control - who comes to hold a stake in the share capital exceeding the threshold set out in Article 120, paragraph 2, of Legislative Decree no. 58/1998, as amended, or a stake exceeding the thresholds of 3%, 5%, 10%, 15%, 20% and 25%, is required to notify the acquisition made to the Presidency of the Council of Ministers or to any other competent Governmental Authority in accordance with the regulations in force for the time being within the time limits and in the manner established by Decree Law no. 21 of 15 March 2012, as converted into law, with amendments, by Law no. 56 of 11 May 2012.

Given that Article 5.1ter is no longer fully compliant with the aforementioned regulatory provision in the literal wording that is currently applicable, it is proposed to redraft the current clause of the Articles of Association by providing for a general reference to the Golden Power legislation in force for the time being. The proposed amendment would therefore allow an update with respect to the regulations that are currently in force on the one hand, and, on the other hand, to avoid the need to make subsequent amendments to the Articles of Association when complying with the regulations in force from time to time.

For these reasons, it is proposed to amend Article 5.1ter as detailed in the table reported below.

CURRENT TEXT				PROPOSED TEXT
	Art. 5					Art. 5
(OMISSIS)					(OMISSIS)
5.1ter Under Article 1, paragraph	5 of	5.1ter	Notwithstanding the	foregoing
Decree-law no. 21 of 15 March 2012		provision, uUnder Article 1,
converted with amendments into Act		paragraph 5 ofDecree-law no. 21
no. 56 of 11 May 2012, and pursuant		of 15 March 2012 converted with
to the	related	implementing		amendments into Act no. 56 of 11
provisions,	anyone	(with	the		May 2012, and pursuant to the
exception of the Italian State and		related	implementing	provisions,
Italian public bodies or entities under		and	as	amended	and
governmental control) who holds a		supplemented,	anyone (with	the
stake in the share capital above the		exception of the Italian State and
threshold provided for in Article 120,		Italian public bodies or entities
paragraph 2, of Legislative Decree		under governmental control)who
no. 58/98 as amended or a stake		holds a stake in the share capital
exceeding the thresholds of 3%, 5%,		with voting rights in excess of the
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10%, 15%, 20% and 25%, is required to notify the acquisition made to the Presidency of the Council of Ministers or to any other governmental body in charge pursuant to the regulations currently in force, under the terms and in the manner established by Decree-law no. 21 of 15 March 2012 converted with amendments into Act no. 56 of 11 May 2012. This in order to allow the Presidency of the Council of Ministers or any other governmental body in charge pursuant to the regulations currently in force to exercise the special powers provided for by the above mentioned laws in case of threat of serious prejudice to the fundamental interests of national defence and security.

percentages stipulated in the regulations in force for the time being above the threshold provided for in Article 120, paragraph 2, of Legislative Decree no. 58/98 as amended or a stake exceeding the thresholds of 3%, 5%, 10%, 15%, 20% and 25%,is required to notify the transaction

acquisition made to the Presidency of the Council of Ministers or to any other governmental body in charge pursuant to the regulations currently in force, under the terms and in the manner established by the aforesaid regulations, Decree- law no. 21 of 15 March 2012 converted with amendments into Act no. 56 of 11 May 2012. Thisin order to allow the possible Presidency of the Council of

Ministers or any other governmental body in charge pursuant to the regulations currently in force toexercise of the special powers provided for by the above mentioned laws in case of threat of serious prejudice to the fundamental interests of national defence and security.

• Article 16.7

The amendment to Article 16.7 of the Articles of Association is proposed in order to remove from the current wording of the same article the reference to only the national defence and security sectors referred to in Article 1 of Decree Law no. 21/2012 ("Rules on special powers on corporate structures in the national defence and security sectors, as well as for activities of strategic importance in the energy, transport and communications sectors"), extending it, for the sake of greater completeness, to all "transactions involving strategic activities", as identified by the aforementioned rule. This is because - following the entry into force of regulatory provisions that have entailed a considerable extension of the scope of application of the relevant regulations - additional transactions falling within the Company's business (e.g., the perimeter of the "Space Business Unit" and of the "Cyber & Security Solutions" Division), which are not attributable to the defence and security sector, are currently subject to the legislation in the matter of Golden Power. Therefore, for the sake of completeness, it is proposed to broaden the scope of the provision in the Articles of Association and

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provide that the resolutions of the Shareholders' Meeting on transactions involving strategic activities for the purposes of Decree Law no. 21 of 15 March 2012, shall be adopted and, if necessary, implemented in compliance with the regulatory provisions.

For these reasons, it is proposed to amend Article 16.7 as detailed in the table reported below.

CURRENT TEXT	PROPOSED TEXT
____________________________________________	____________________________________
Art. 16	Art. 16
(OMISSIS)	(OMISSIS)
16.7. The resolutions of the General	16.7. The resolutions of the General
Meeting subject to the exercise of	Meeting on	transactions	involving
the special powers for matters of	strategic activities for the purposes
national defence and security under	of subject to the exercise of the
Decree-law no. 21 of 15 March	special powers for matters of
2012 converted with amendments	national defence and security under
into Act no. 56 of 11 May 2012 and	Decree-law no. 21 of 15 March 2012
related implementing provisions,	converted with amendments into Act
shall be adopted and implemented	no. 56 of 11 May 2012 and related
in compliance with the provisions of	implementing provisions,	and as
such regulations.	amended and supplemented,	shall
	be adopted and, if necessary,
	implemented in compliance with the
	regulatory	provisions	of	such
	regulations.

• Article 22.4

The proposed amendment to Article 22.4 of the Articles of Association is governed by the need for consistency with the proposed amendment to Article 16.7 described above for the purpose of complying with the Golden Power legislation in force. Specifically, in line with the rationale inspiring the proposed amendments to Article 16.7, it is proposed to eliminate the reference only to the national defence and security sectors referred to in Article 1 of Decree Law no. 21/2012, in order to also include a reference to the various transactions referred to the decisions of the governing board which are "falling within the scope of application" - now more extensive than in the past - of the aforementioned rule.

For these reasons, it is proposed to amend Article 22.4 as detailed in the table reported below.

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