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

Ordinary Shareholders' Meeting of 17 and 24 May 2024 (1st and 2nd call)

Explanatory reports pursuant to Art. 125-ter of Legislative Decree No. 58/98

Ordinary Part

1. Financial Statements as at 31 December 2023 and related reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions. Presentation of the Consolidated Financial Statements as at 31 December 2023.
2. Allocation of the profit for the year.
3. Appointment of the Board of Statutory Auditors for the three-year period 2024-2026.
4. Appointment of the Chairman of the Board of Statutory Auditors.
5. Determination of the remuneration of the members of the Board of Statutory Auditors.
6. Long-termIncentive Plan for the Leonardo Group's management. Related and consequent resolutions.
7. Report on remuneration policy and fees paid: binding resolution on the first section pursuant to Art. 123-ter, paragraph 3-ter, of Legislative Decree No. 58/98.
8. Report on remuneration policy and fees paid: non-binding resolution on the second section pursuant to Art.123-ter, paragraph 6, of Legislative Decree No. 58/98.

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

Financial Statements as at 31 December 2023 and related reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions. Presentation of the Consolidated Financial Statements as at 31 December 2023.

Dear Shareholders,

The 2023 Financial Statements, which we submit for your approval, close with a net profit of Euro 783,697,113.66.

In light of the foregoing, we submit the following proposed resolution for your approval:

"The Ordinary Shareholders' Meeting of Leonardo - Società per azioni:

• considering the Report of the Board of Directors;
• considering the Report of the Board of Statutory Auditors;
• having examined the Financial Statements as at 31 December 2023;
• having acknowledged the report of EY S.p.A.

resolves

• to approve the Directors' Report on operations and the Financial Statements as at 31 December 2023."

The Financial Statements documents are made available to the public at the Company's registered office in Rome, Piazza Monte Grappa no. 4 - 00195, at Borsa Italiana S.p.A., on the Company's website www.leonardo.com(Section "2024 Shareholders' Meeting") and on the website of the authorized storage mechanism eMarket Storage (www.emarketstorage.com) in accordance with the law.

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Explanatory Report of the Board of Directors on item 2 on the Agenda

Allocation of the profit for the year.

Dear Shareholders,

We submit the following proposed resolution for your approval:

"The Ordinary Shareholders' Meeting of Leonardo - Società per Azioni:

resolves

• to approve the proposal posed by the Board of Directors of allocating the profit of Euro
  783,697,113.66 for the 2023 financial year as follows:
• • as to Euro 39,184,855.68, equal to 5% of the profit, to legal reserve;
  • as to Euro 0.28, on account of dividend, by paying it, including any withholding prescribed by law, as from 26 June 2024, with "detachment date" of coupon no. 14 falling on 24 June 2024 and "record date" (i.e., date on which the dividend is payable, pursuant to Art.83-terdecies of Legislative Decree no. 58 of 24 February 1998 and Art. 2.6.6, paragraph 2, of the Regulations for the Markets organized and managed by Borsa Italiana S.p.A.) falling on 25 June 2024; the above provisions refer to each ordinary share that will be outstanding at the detachment date of the coupon, excluding treasury shares in portfolio at that date, without prejudice to the regime of those that will be actually awarded, under the current incentive plans, during the current financial year;
  • with regard to the remaining amount, to retained earnings."

The Financial Statements documents are made available to the public at the Company's registered office in Rome, Piazza Monte Grappa no. 4 - 00195, at Borsa Italiana S.p.A., on the Company's website www.leonardo.com(Section "2024 Shareholders' Meeting") and on the website of the authorized storage mechanism eMarket Storage (www.emarketstorage.com) in accordance with the law.

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Explanatory Report of the Board of Directors on item 3 on the Agenda

Appointment of the Board of Statutory Auditors for the three-year period 2024-2026.

Dear Shareholders,

At the Ordinary Shareholders' Meeting convened to approve the Financial Statements for the year ended 31 December 2023, the term of office will expire for the Company's Board of Statutory Auditors appointed by the Shareholders' Meeting on 19 May 2021 for the three- year period 2021-2023. You are therefore called upon to pass resolutions on the appointment of the Board of Statutory Auditors for the three-year period 2024-2026. The members of the Board will remain in office until the date of the Shareholders' Meeting to be convened to approve the Financial Statements as at 31 December 2026.

Pursuant to Article 28 of the Company's Articles of Association, the Board of Statutory Auditors is composed of five regular Auditors and two alternate Auditors, who are appointed by the Shareholders' Meeting according to the list voting mechanism and therefore on the basis of lists submitted by the Shareholders.

It should be noted that among the amendments to the Articles of Association provided for in item 1 of the agenda of the extraordinary session of the same Shareholders' Meeting, the increase in the number of alternate Auditors from two to four is submitted to the Shareholders for their approval (the effectiveness of the appointment of the alternate Auditors on the basis of the new provisions of the Articles of Association that may be approved by the Shareholders' Meeting, will be subject to the registration in the competent Register of Companies of the resolution adopted in extraordinary session). Shareholders who intend to submit a list for the appointment of the Board of Statutory Auditors are invited to take into account this amendment proposal and consider the opportunity to indicate in the list a number of two alternate Auditors of different gender.With regard to the procedures for the submission, filing and publication of the lists prepared by the Shareholders, please refer to the provisions of Art. 28.3 of the Company's Articles of Association and the provisions of law and regulations in force.

In particular, the following should be noted.

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The right to submit lists is held exclusively by those Shareholders who, alone or together with other Shareholders, hold a total of at least 1% of the share capital entitled to vote at the Ordinary Shareholders' Meeting, in accordance with Art. 28 of the Company's Articles of Association and Consob Executive Resolution no. 92 of 31 January 2024.

Each Shareholder may submit or contribute to the submission of only one list and each candidate may appear on only one list under penalty of ineligibility.

Each list, in which candidates must be listed by a progressive number, shall be divided into two sub-lists: one sub-list for candidates for the office of regular Auditor, and the other sublist for candidates for the office of alternate Auditor.

At least the first of the candidates in each sub-list must be entered in the register of legal Auditors and have performed statutory audits of accounts for a period of no less than three years.

Furthermore, pursuant to articles 28.3 and 28.3bis of the Articles of Association and in compliance with the provisions of current regulations on gender balance, at least two-fifths of the members of the Board of Statutory Auditors shall be elected from among those of the less represented gender.

Therefore, lists with three or more candidates, considering both the aforesaid sub-lists, must include, in the sub-list of regular Auditors, candidates of different gender, considering that the number of the less represented gender in the Board of Statutory Auditors of Leonardo shall be equal to two as required by law.

If the sub-list of alternate Auditors from these lists shows two candidates, they must belong to different genders.

The lists of candidates, signed by the Shareholders or the Shareholder who submit/s them, shall be filed with the Company, in the manner envisaged in the Notice of Call of the Shareholders' Meeting and no later than the 25th day prior to the date of the Shareholders' Meeting on first call (and therefore within 22 April 2024), accompanied by information on the Shareholders who submitted them, including an indication of the percentage of the total share capital held by them, and by the following documentation:

1. the statements in which each candidate accepts their candidature and certifies, under his/her own responsibility, the non-existence of grounds of ineligibility and

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incompatibility, that he or she holds the requirements prescribed by law and by the Articles of Association. In this regard, it should be noted that each candidate must meet the requirements set forth in Article 148, paragraph 3, of Legislative Decree No. 58/98, in addition to the integrity and professionalism requirements set forth in the Decree of the Ministry of Justice No. 162 of 30 March 2000, pursuant to Article 148, paragraph 4, of the aforementioned Legislative Decree No. 58/98; moreover it should be noted that each candidate must also declare that he or she may be qualified as independent, also on the basis of the criteria provided for in Article 2 of the Corporate Governance Code;

1. a "curriculum vitae" containing detailed information on the personal and professional characteristics of each candidate which will be published on the Company website (www.leonardo.com, Section "2024 Shareholders' Meeting") pursuant to Art. 144- octies of the Consob Regulation no. 11971/99;
2. taking into account the provisions of Article 2400, last paragraph, of the Italian Civil Code, a list of administrative and control positions held by the candidates in other companies, with a recommendation to ensure that these be updated up to the day the Shareholders' Meeting is actually held. In this regard, it should be noted that persons who hold the position of regular Auditor in five issuers, or who hold other administrative and control positions in other companies which in the aggregate exceed the limit provided for by the relevant regulations in force, may not be appointed as statutory Auditors (Art. 144-terdecies of Consob Regulation no. 11971/99);
3. a declaration by Shareholders other than those who even jointly hold a controlling or relative majority interest, attesting to the absence of any direct or indirect relationship with the latter pursuant to the provisions of Art. 148, paragraph 2, of Legislative Decree no. 58/98 and Art.144-quinquies of the Consob Regulation No. 11971/99; with reference to the contents of this statement, Shareholders are reminded the recommendations set out in Consob Communication No. DEM/9017893 of 26 February 2009.

Furthermore, in accordance with Art. 19, paragraph 3, of Legislative Decree no. 39 of 27 January 2010, the members of the Board of Statutory Auditors, in their capacity as Internal Control and Auditing Committee as required by the aforesaid regulations, as a whole must be considered competent in the sector in which the Company operates.

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The minimum shareholding required to submit lists of candidates is determined by taking into account the shares which are registered in name of any Shareholder on the day on which the lists are filed with the Company. Shareholders shall send to the Company, in the manner provided for the filing of the lists and shown in the notice of call of the Shareholders' Meeting, the certification proving the ownership of the number of shares represented, even after the filing of the list, provided that this takes place within the time limit set out for the publication of the lists on the part of the Company (and therefore by 26 April 2024).

If, on 22 April 2024, only one list has been submitted, or only lists have been submitted by shareholders who are related to each other pursuant to Article 144-quinquies of Consob Regulation No. 11971/99, the Company shall promptly give notice thereof in accordance with the current regulations. In such a case, bearing in mind that the minimum shareholding required for the submission of lists is reduced to half and will therefore be equal to 0.5% of the share capital entitled to vote at the Ordinary Shareholders' Meeting, it will be possible to submit lists in the following three days (that is by 25 April 2024).

With regard to the mechanism for the appointment of the Statutory Auditors elected through list voting, reference should be made Art. 28.3 of the Articles of Association, which specifically provides as follows:

• each person entitled to vote may only vote for one list;
• at least two of the regular Auditors and at least one of the alternate Auditors (two alternate Auditors if the mentioned proposed amendment to the Articles of Association is approved) shall be selected from among those listed in the official Register of Legal Auditors who have performed statutory audits of accounts for a period of no less than three years;
• Auditors who do not fulfil these criteria shall be selected from among those who have at least three years' experience in the activities or functions listed in Art. 28.1 of the Articles of Association, with reference to the subjects and sectors in any case functional to the exercise of the activities listed in Article 4 of the Articles of Associations (corporate purpose);
• three regular Auditors and one alternate Auditor (two alternate Auditors if the mentioned proposed amendment to the Articles of Association is approved) shall be drawn from the list that receives the majority of votes by the Shareholders attending

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the Shareholders' Meeting, according to the manner provided for in Art. 28.3, paragraph 11, letter a), of the Articles of Association;

• two regular Auditors and one alternate Auditor (two alternate Auditors if the mentioned proposed amendment to the Articles of Association is approved) shall be drawn from minority lists, in the manner provided for in Art. 28.3, paragraph 11, letter b), of the Articles of Association.

Finally, it should be noted that, pursuant to Article 28.3bis of the Articles of Association, for the appointment of one or more regular and alternate Auditors who are not elected according to the above-mentioned procedures for any reason whatsoever, the Shareholders' Meeting shall pass resolutions, in compliance with the majorities required by law, in accordance with the principle of minority representation and the applicable laws on gender balance.

Shareholders are invited to read the document "Guidelines of the Board of Statutory Auditors of Leonardo S.p.a. to the Shareholders on the composition of the Board of Statutory Auditors", attached to these Reports, prepared by the Board of Statutory Auditors based on the outcomes of the self-evaluation process and in line with diversity policies. This document was published on the Company's website on 19 March 2024.

All those who submit a list that contains a number of candidates exceeding half of the members to be elected are invited to evaluate the opportunity to provide information, in the documentation submitted for the filing of the list, as to whether the list corresponds to the aforementioned Guidelines provided by the Board of Statutory Auditors, also with reference to the diversity criteria reported therein.

The duly submitted lists of candidates, accompanied by the above-required information and documentation, are made available to the public at the registered office, at Borsa Italiana S.p.A., on the Company's website (www.leonardo.com, Section "2024 Shareholders' Meeting") and on the website of the authorized storage mechanism eMarket Storage (www.emarketstorage.com) no later than twenty-one days prior to the date of the Shareholders' Meeting on first call (and therefore by 26 April 2024).

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In relation to the foregoing, Shareholders are requested to vote for one of the lists of candidates for the position of regular Auditor and of alternate Auditor, among the lists filed and published in compliance with the above provisions.

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Explanatory Report of the Board of Directors on item 4 on the Agenda

Appointment of the Chairman of the Board of Statutory Auditors.

Dear Shareholders,

It should be recalled that - pursuant to art. 148, paragraph 2-bis, of Legislative Decree no. 58/98 and of art. 28.3, paragraph 15, of the Articles of Association - the Chairman of the Board of Statutory Auditors is appointed by the Shareholders' Meeting in ordinary session from among the regular Auditors elected by the minority list.

In relation to the foregoing, Shareholders are invited to vote on the appointment of the Chairman of the Board of Statutory Auditors from among the regular Auditors elected by the minority list.

Shareholders are invited to read the document "Guidelines of the Board of Statutory Auditors of Leonardo S.p.a. to the Shareholders on the composition of the Board of Statutory Auditors" attached to these Reports, prepared by the Board of Statutory Auditors on the basis of the outcomes of the Board's self-evaluation process and published on the Company's website on 19 March 2024.

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