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Leonardo approved start of merger with Sistemi Dinamici

The engineering company, that develops, produces and sells remotely piloted aircraft

The Board of Directors of Leonardo approved yesterday the merger process by way of incorporation plan of Sistemi Dinamici SpA –the engineering company, which is directly and wholly owned, involved in the development, production and sale of remotely piloted aircraft– into Leonardo SpA. 

The operation is part of the overall “One Company” project, aimed at achieving strategic and corporate optimisation of assets in the core sectors of Aerospace, Defense and Security. It brings about more efficiency and effectiveness in the operations across Leonardo’s industrial activities and is the completion of the integration/interaction process between the two Companies which had already begun in 2016 with the acquisition of full control of Sistemi Dinamici. The business will be included in the Helicopters Division.

The merger plan by way of incorporation has also been approved yesterday by the Board of Directors of Sistemi Dinamici.
Subsequently, according to current regulations, this plan will be submitted both to the extraordinary Shareholders’ Meeting of the merged company and to the Board of Directors of Leonardo. The merger operation is designed to achieve the absorption of wholly-owned companies using the benefits of the simplified provisions, and is based on the last financial statements approved by each company (Financial statements as of December 31st 2018) and will be effective for tax and accounting purposes from January 1st , 2020 and will not involve for Leonardo any issue of new shares or assignment of Leonardo shares. Furthermore, the Leonardo’s Bylaws shall not be amended.

The documents relating to the aforementioned operation will be made available to the public according to terms and conditions set forth in the current regulations. 

The operation (“of lesser importance”) benefits from the exemption from the application of  the “Procedure for Related Parties Transactions” adopted by the Board of Directors of Leonardo, established for transactions entered into with subsidiaries, pursuant to art. 14, paragraph 2 of Consob Regulation No. 17221/2010, as amended and supplemented, and to art. 11.2, letter e) of the above mentioned  Procedure.

Moreover, Leonardo hereby informs that the Board of Statutory Auditors of Leonardo confirmed the existence of the independence requirements, pursuant to law (article 148, paragraph 3, TUF) and to the Corporate Governance Code (articles 3.C.1 and 8.C.1), for Luca Rossi, following its appointment to the office of Regulatory Statutory Auditor and Chairman of the control body by the Shareholders’ meeting held on May 16, 2019. Pursuant to the aforementioned Code, the results of the assessment were made known yesterday to the Company’s Board of Directors.

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