ACTIVIST INVESTOR WYSER-PRATTE URGES LEONARDO SHAREHOLDERS TO VOTE "NO" ON PROPOSAL 6, THE OUSTING OF CEO CINGOLANI

BEDFORD, N.Y., April 24, 2026 /PRNewswire/ -- To the Ministry of Economy and Finance (Shareholder of Leonardo S.p.A.) and the Board of Directors and Management of Leonardo S.p.A.:

We, the undersigned minority shareholders of Leonardo S.p.A., wish to state our alarm and disappointment regarding the Italian government's recent interference in the company's management. While we are well aware that the Ministry holds a 30.2% stake, that shareholding does not justify actions that disregard the rights and interests of the remaining 70% of shareholders—the clear majority. The abrupt replacement of CEO Roberto Cingolani, and the apparent leaks from government sources that preceded it, suggest the "tyranny of the minority over the majority" and deeply undermine confidence in the company's governance.

The concern is not confined to shareholders. The uncertainty introduced by this transition has already made its way to sell-side research desks. UBS's global research equities team flagged the risk, warning in an April 10 note that "uncertainty around the potential replacement of CEO Cingolani will likely overshadow Q1 results themselves." Ten days later, Jefferies acted on it: on April 20, equity analyst Chloe Lemarie, CFA, downgraded Leonardo to Hold, citing a cluster of company-specific risks including: a CEO transition arriving just after management unveiled new mid-term targets; potential strategy shifts around pending disinvestments, including the Aerostructures partnership and existing minority stakes; and the fact that Leonardo has just deployed cash from the balance sheet to close the Iveco Defence Vehicles acquisition. Jefferies maintained its "Buy" rating on Hensoldt and upgraded price targets across a swath of other European defense peers over the same period — a contrast that makes the point plain: this is not a call on the European defense sector. It is a verdict on the governance risk a politically-driven CEO change has injected into Leonardo.

That governance risk is the issue before shareholders today, and the stakes are considerable. Since Mr. Cingolani's appointment as CEO in May 2023 until recent proposed management changes, Leonardo's share price rose by more than 430%, headcount has increased by nearly 9,200, and earnings and revenue have compounded annually at approximately 10% while free cash flow has meaningfully accelerated. The company has drastically reduced its Net Debt/EBITDA ratio, clearing the runway for continued acquisitions.

This is the platform now being put at risk. Under Cingolani's stewardship, Leonardo has executed a disciplined strategy weaving together key bolt-on acquisitions — most notably the Land Systems Division of IVECO S.p.A. — with joint ventures in land defense, drones, and the European space sector. The forward agenda centers on the segments poised to define tomorrow's battlefield: drones and counter-UAS, cybersecurity, missile defense, and other cutting-edge capabilities. The danger in changing management now is that the company will be pushed back toward legacy defense segments to engineer short-term political wins, mortgaging the company's future for the government's present ambitions.

The concern underlying private capital's aversion to government interference in corporate management is straightforward: governments have a historically poor track record as allocators of capital. Short-term electoral motivations tend to pervert management's agenda when bureaucrats hold sway, jeopardizing sustainable growth and job creation. In Cingolani, the Italian government found an executive capable of satisfying multiple mandates at once, rewarding shareholders, growing headcount, and executing important acquisitions in tandem — goals often at odds with one another. Achieving all of them would normally compel a contract extension, not a termination.

Government interference of this kind remains one of the primary structural reasons European markets routinely fail to attract and retain foreign capital. At a moment when European governments are scrambling to secure private investment to fund a once-in-a-generation defense buildout, a warning flare of this kind is as short-sighted as it is damaging — to shareholders, to employees, and to the Italian public alike. As shareholders, we intend to firmly ringfence Leonardo from political encroachment and ensure its leadership and strategy remain guided solely by the interests of the company and its owners.

We await with keen attention the disclosure of Sr. Mariani's intentions and his strategic direction for Leonardo. Let there be no misunderstanding: should those plans further erode the value and long-term prospects of the company in favor of some nearsighted political calculus, we will vigorously defend our rights and those of the broader shareholder base.

Shareholders will have the opportunity to make their voices heard at Leonardo's annual general meeting on May 7. We will be voting against the proposed change in leadership, and we strongly urge all fellow shareholders to do the same. Vote No.

We do not take this position lightly, nor do we intend to stop at the ballot. Should the governance of Leonardo continue to be compromised in a manner that damages shareholder value, we are prepared to pursue all available legal remedies, including litigation in the appropriate Italian and European forums to protect the rights of the company's owners. The 70% will not be a silent majority.

ABOUT WYSER-PRATTE MANAGEMENT CO., INC

Wyser-Pratte Management Co., Inc. is a New York-based SEC registered investment adviser founded by Guy Wyser-Pratte, one of Wall Street's foremost risk arbitrageurs and a pioneering figure in global shareholder activism. He began his career in 1967 at Bache & Co., where he built and led the firm's arbitrage department before founding his own firm. Over a career spanning more than five decades, Wyser-Pratte has completed over 100 activist campaigns across ten national jurisdictions, generating approximately $60 billion in shareholder value. He played a significant role in the development of the chewable poison pill, one of the defining defensive instruments in modern U.S. corporate governance. He is the author of Risk Arbitrage, the definitive textbook on the discipline, published by Wiley. A former captain in the United States Marine Corps, Wyser-Pratte is a Lifetime Member of the Council on Foreign Relations, former Vice Chairman of the Marine Corps University Foundation, and a Trustee Emeritus of the Congressional Medal of Honor Foundation. He has operated in European markets since the early 1990s — completing landmark campaigns at Rheinmetall, KUKA AG, Austrian Airlines, Vossloh, Vivarte, Taittinger, and Strafor Facom, among others.

CONTACT: Julia Verlaine, [email protected]

SOURCE Wyser-Pratte Management Co., Inc.