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Expert Corporate Governance Service (ECGS)
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Leonardo - AGM and EGM 09 May 2019

In item 3, shareholders are called to an advisory vote on the remuneration policy. The overall remuneration amounts are reasonable (aggregate variable remuneration is capped at 128% of the CEO's base salary), and severance payments are in line with our guidelines (capped at 2 years of remuneration in the event of early termination of office, and no severance to be paid to the CEO at the end of his mandate). We regret that the variable remuneration depends more on annual than long-term results (the annual bonus would represent approximately 52% of the variable remuneration at maximum levels of performance). However, it should be considered that 20% of the annual bonus depends on the implementation of the long-term Strategic Plan. Also taking into account the high level of disclosure (all conditions are disclosed and long-term targets are quantified), we recommend approval.

In item 4 (EGM), the Board of Directors proposes to amend the Bylaws by including the minimum gender representation of 33% as mandatory even after the expiration of legal requirements (at the election of the Board by the 2020 AGM). We recommend approval.

Underlying
Leonardo

Leonardo is the holding company for The Finmeccanica Group, and is responsible for guiding and controlling industrial and strategic operations, coordinates its subsidiaries. The Finmeccanica Group operates in the Aerospace and Defence sector, which includes the Helicopters, Defence and Security Electronics, Aeronautics, Space and Defence Systems segments; and in the Transportation sector, which also includes Fata S.p.a., in addition to the companies operating in the transportation sector.

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Proxinvest
Proxinvest

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Analysts
Expert Corporate Governance Service (ECGS)

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