The Leonardo’s Board of Directors, which met today, approved – in place of the Shareholders’ Meeting, pursuant to art. 2505, paragraph 2 of the Civil Code and art. 24.1 of the Bylaws – the merger by incorporation of Vitrociset S.p.A. into the Company.
Today the operation (already disclosed to the market with press release dated July 29, 2021)
was also approved by the Vitrociset Extraordinary Shareholders’ Meeting. Following the
statutory deadlines, it will then proceed to the signing of the merger deed, with effect – also for
accounting and tax purposes – starting from 1st January 2022.
As previously communicated, the merged company is directly and wholly owned by Leonardo
and the merger, which is part of the overall strategic / corporate rationalization project of some
of Leonardo’s assets, as a function of a more efficient and effective operation of its industrial
activities, represents the completion of the integration/ interaction process between the two
companies launched in 2019 with the acquisition of the entire share capital of Vitrociset.
The minutes of the resolution adopted by the Leonardo’s Board of Directors will be made
available to the public in accordance with terms and provisions of law. Reference is also made
to the Merger Plan and to further documentation already available on the Company’s website
(www.leonardocompany.com, Corporate Governance section/ Extraordinary Operations).
Leonardo’s Board of Directors also approved the “Policy for managing dialogue with the
generality of shareholders and other stakeholders” aimed at promoting and regulating the
opportunities for meeting and debate between the Company and the financial stakeholders; and
also promoting, in compliance with the regulatory community and domestic and international
Market Abuse regulations, a continuous, proactive, transparent and timely communication, in
line with the recommendations of the Corporate Governance Code.