The Ordinary Shareholders’ Meeting of Leonardo S.p.A. Held in Rome
Yesterday, in Rome, the Ordinary Shareholders’ Meeting of Leonardo S.p.A.
It should be noted that, in line with the forecasts of art. 106 of Legislative Decree 17 March 2020, n. 18, converted, with modifications, from Law 24 April 2020, n. 27 (whose effectiveness was last extended by Law 21 February 2025, n. 15), the intervention in the Assembly by those entitled took place exclusively through the Representative of the Shareholders designated by the Company pursuant to art. 135-undecies of the Italian Consolidated Financial Act.
Year-End Balance as of December 31, 2024
The Shareholders’ Meeting approved the Company’s balance sheet for the year 2024 and acknowledged the consolidated balance sheet. The Shareholders’ Meeting also approved the balance sheet for the year 2024 of the company UTM Services & Systems S.r.l., incorporated as of January 1, 2025.
Main Economic and Financial Data as of December 31, 2024
The economic and financial performance for the year 2024 affirms the Group’s solid performance, with a significant increase in volumes, good profitability, and a positive trend in cash generation. As further detailed below, in addition to ordinary KPIs, Proforma KPIs are also provided, including the Group’s Telespazio contribution, fully consolidated as of January 1, 2024.
Orders reach €20.9 billion, in the absence of large orders, confirming the Group’s consolidated positioning in the businesses in which it operates and the good market context, with structural growth in all sectors, also supported by increasing demand for defense and security. Particularly good performance by Defense and Security Electronics.
Revenues also increased, standing at €17.8 billion (+11.1% compared to the Proforma data of the comparative year), due to the workability of the order portfolio and the gradual overcoming of the difficulties encountered in the supply chain. The sustainability of growth, observable in almost all sectors, is driven by excellent commercial performance and investments made by the Group.
The operating result (EBITA), equal to €1.525 million (+12.9% compared to the Proforma data of the comparative year), is in line with expectations and the path envisaged by Leonardo’s industrial plan, confirming the effectiveness of the actions undertaken. Starting from this year, Leonardo has revisited the composition of EBITA with reference to the result of the strategic subsidiaries, from which the effects deriving from volatility originated from non-recurring, exceptional, or extraneous economic elements to ordinary management have been excluded, in line with the approach already applied to fully consolidated companies. Therefore, the comparative data are provided in a restated version. Net of this review, the operating result for the year confirms the 2024 Guidance disclosed in March 2024 and shows a significant improvement compared to the previous year (€1.452 million compared to €1.326 million of the Proforma data relating to 2023). Specifically, the solid performance of the Defense and Security segment, particularly Electronics, and the acceleration of the savings plan, more than offset the effect of some negative external factors both on the performance of Aerostructures and the Space manufacturing segment.
The year’s Free Operating Cash Flow also improved significantly (+26.7% compared to the Proforma data of the comparative year), in line with expectations, which resulted in a consequent positive reflection on the Group’s Net Debt, down 22.7% compared to the comparative period, despite the payment of a doubled dividend.
2024 Dividend
The Ordinary Shareholders’ Meeting has approved the proposal to distribute a dividend of 0.52 euros, subject to any legal withholdings, against the profit for the year 2024. This dividend will be made payable from June 25, 2025, with the “ex-dividend” date of coupon no. 15 coinciding with June 23, 2025, and the “record date” coinciding with June 24, 2025 (i.e., the date of eligibility for payment of the same dividend, pursuant to art. 83-terdecies of the TUF) referring to each ordinary share that will be in circulation on the ex-dividend date, excluding the Company’s treasury shares at that date, except for the regime of those that will effectively be assigned, by virtue of the existing incentive plans, in the current financial year.
Amendment to the Long-Term Incentive Plan 2024-2026 for Leonardo Group Management
The Ordinary Meeting approved the proposal to amend the Long-Term Incentive Plan 2024-2026 for Leonardo Group management (approved by the Meeting on May 24, 2024), aimed at continuing the gradual alignment of remuneration for those who hold top positions with that of the market as well as the objectives defined by the Industrial Plan and the Group’s priorities, through an increase in variable remuneration in a pay-for-performance logic. For this purpose, we refer to the Information Document, prepared pursuant to articles 114-bis of the TUF and 84-bis of the Issuers’ Regulation and already available to the public, which incorporates the aforementioned modifications.
Employee Stock Ownership Plan 2025-2027 for Leonardo Employees
Today’s Assembly has approved the new Employee Stock Ownership Plan 2025-2027, intended for employees of companies belonging to the Leonardo Group with headquarters in Italy, Poland, the United Kingdom, and the United States of America. The Plan (a detailed description of which is referred to in the Information Document prepared pursuant to articles 114-bis of the TUF and 84-bis of the Issuers’ Regulation, already available to the public) responds to Leonardo’s desire and need to have an incentive and loyalty tool for employees aimed at ensuring better alignment between the interests of employees and those of shareholders, as well as contributing to the growth of the Group.
Authorization for the Purchase and Disposal of Own Shares in Service of the Plans
In order to feed the supply necessary for the execution of the mentioned Plans, as well as any other stock ownership plans, the Assembly also approved the request for authorization for the purchase and disposal of own shares, within the limits of distributable profits and available reserves resulting from the last approved budget, for a maximum quantity of purchasable shares equal to No. 600,000 ordinary Leonardo shares (equal to about 0.104% of the share capital), for a period – as for the purchase – of eighteen months from the date sago of the assembly, without temporal limits as to the disposal of own shares already in the portfolio and those purchased based on today’s resolution. It should be remembered that purchases can be made at a price identified from time to time (having regard to the chosen method and in compliance with the applicable prescriptions), provided that such price should not differ by more than 10% from the official price recorded by the Leonardo title in the Euronext Milan market session, organized and managed by Borsa Italiana, on the day before each single purchase operation. The aforementioned purchases can be made: (i) on regulated markets according to operating procedures established in the organization and management regulations of the same markets, which do not allow the direct combination of the purchase negotiation proposals with predetermined sales negotiation proposals; (ii) with the modalities established by market practice allowed by Consob pursuant to art. 13 regulation (EU) n. 596/2014, possibly applicable; (iii) under the conditions indicated by art. 5 regulation (EU) n. 596/2014.
The Company currently holds No. 1,712,950 own shares, equal to approximately 0.296% of the share capital.
Remuneration Report
With regard to the Report on the policy on remuneration and fees paid, in compliance with the reference legislation, the Assembly finally approved with binding resolution the first section of the Report (with about 97.75% of the capital represented in Assembly) and deliberated in favor with regard to the second section of the Report (with about 99.84% of the capital represented in Assembly).
Statutory Changes
In an Extraordinary session, today’s Assembly approved the proposals to amend some clauses of Leonardo’s Articles of Association (amendment of articles 5.1ter, 22.3 and elimination of article 34) aimed at refining the formal text of the Articles of Association and updating governance rules to the company’s role as a significant player in the realm of global security, in line with the Industrial Plan.
Attendance at the Assembly
The Assembly recorded a significant participation of institutional shareholders – largely foreign – present with 53.35% of the share capital represented in the Assembly.
Source and photo credit @Leonardo
