The Board of Directors (BoD) of Leonardo, convened yesterday under the chairmanship of Stefano Pontecorvo, has resolved to call the Shareholders’ Meeting in Ordinary session on 7 May 2026 in single call.  

The BoD, also for security reasons related to the current geopolitical scenario, has decided to make use of the right –pursuant to art. 106 of Legislative Decree no. 18/2020, as converted, with amendments, into Law no. 27/2020 (the effectiveness of which was last extended by Law no. 26/2026)- to provide that the participation and exercise of the vote of those entitled to vote in the Shareholders' Meeting are allowed exclusively through the Designated Representative.  

In addition to the approval of the 2025 Financial Statements of Leonardo SpA and the distribution of the dividend of Euro 0.63 per share, the Shareholders' Meeting will also be called to resolve on the appointment of the new Board of Directors. 

The Board of Directors has also resolved to submit to the Shareholders' Meeting, in order to fuel along with the resources necessary for the implementation of the Long-Term Incentive Plan and the Employee Share Ownership Plan, already approved by the Meeting, as well as any other share ownership plans, a request for authorization to purchase and dispose of own shares to be put at the service of the aforementioned Plans (following revocation of the previous authorization approved by the Shareholders' Meeting on 26 May 2025), within the limits of the distributable profit and available reserves as reported in the most recent regularly approved financial statements. The maximum amount of shares that can be purchased is equal to 2,000,000 ordinary Leonardo shares (equal to about 0.345% of the share capital), for a maximum period – as regards the purchase – of eighteen months from the date of the Shareholders' Meeting resolution; the authorization to dispose of own shares is requested without time limits. 

The proposal provides that purchases will be made at a price identified from time to time (taking into account the chosen modality and in compliance with the applicable provisions), it being understood that such price must not deviate in decrease or increase by more than 10% compared to the official price recorded by the Leonardo SpA share in the session of the Euronext Milan market, organized and managed by Borsa Italiana SpA, on the day before each individual purchase transaction.  

The above purchases may be made: 

(i) on regulated markets according to the operating modalities established in the regulations for the organization and management of the markets themselves, that do not allow the direct matching of purchase trading proposals with predetermined sale trading proposals; 

(ii) with the modalities established by Consob accepted market practices pursuant to art. 13 of Regulation (EU) no. 596/2014, if applicable; 

(iii) under the conditions  set out in art. 5 of Regulation (EU) no. 596/2014.  

The Company currently holds no. 1,161,716 treasury shares, equal to about 0.201% of the share capital.  

Finally, the Shareholders' Meeting will also be called to resolve, pursuant to art. 123-ter, para. 3-ter and 6 of the TUF, on the first section (with binding resolution) and on the second section (with no binding resolution) of the Report on remuneration policy and fees paid, approved by this Board of Directors.  

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