Bluebell Partners Ltd – to vote “FOR” the proposed liability action against the CEO of Leonardo SpA, Alessandro Profumo, at the annual general meeting convened on 23 and 31 May 2022 (on the first and second calls respectively)

Leonardo SpA, LDO IM, ISIN IT0003856405, Milan Stock Exchange

LONDON, April 29, 2022 (GLOBE NEWSWIRE) — Bluebell Partners Ltd submitted, at the AGM of Leonardo SpA, a proposal for a liability action1 against its general manager Alessandro Profumo.

With a judgment of first instance published on 7and April 20212Mr. Profumo was found guilty of false disclosure and market manipulation, in his former role as chairman of the listed Italian bank, Banca Monte dei Paschi di Siena (“MPS”). Mr. Profumo was sentenced to six years in prison, a 2.5 million euro fine, a five-year ban from public office, a two-year ban from company management offices and was also declared unfit to contract with the public administration for a period of two years. The Court of Milan defined Mr. Profumo as a person of “social dangerousness” with a “marked ability to commit crimes” And one “tendency to deceive”, disguised as a personality aimed at “offering an immaculate, providential and saving image” of himself.

Mr. Profumo is also being investigated in a second criminal proceeding (No. 33714/16 RGNR Mod. 21 and No. 3502/17 RG GIP) for misrepresentation and market manipulation, the scope of which was extended on 24and February 2022, to include the addition of a criminal offense of inaccuracy in the prospectus, in the list of counts.

Without prejudice to the presumption of innocence until a final judgment is rendered, the seriousness of the grounds considered to produce the judgment published in 2021, although at first instance, individually undermines the relationship of trust between the shareholders of Leonardo SpA and its CEO Profumo.

At Bluebell Partners, we are not aware of any CEO of a publicly traded company in Western Europe or the United States, who holds a position with a comparable criminal record or who has refused to resign once recognized. guilty of committing a serious financial crime. criminality. The situation is even more grotesque if we consider that Leonardo SpA is the largest industrial group in Italy, where the Italian Ministry of Economy and Finance (the “Italian MEF”) is the reference shareholder and the activities of Leonardo SpA require constant interaction with governments and government agencies around the world.

The current situation can only be explained by the fact that Profumo continues to enjoy strong political support from the Italian MEF, which owns 30.20% of the share capital. We find this alarming, simply unjustifiable, especially considering also that in recent months Leonardo SpA has become embroiled in a failed negotiation of military ships and aircraft to the Colombian military, with a role of opaque intermediary played by a well-known Italian politician3.

The Italian MEF, which is also the majority shareholder of Banca Monte dei Paschi di Siena with 64.23% of the issued share capital, opposed a proposal filed by Bluebell Partners against Mr. Profumo at the general meeting of the bank held on April 12and, 2022, for a liability action against him. Apparently, this further demonstrates the political favor Mr. Profumo enjoys. Excluding the Italian MEF, which had enough shares to block the proposal, only 0.14% of MPS shareholders voted in line with the Italian MEF to oppose the liability action against Mr. Profumo.

However, unlike MPS, the Italian MEF does not hold all of the issued share capital of Leonardo SpA.

It is for this reason that it is essential that the co-shareholders of Leonardo SpA vote”FOR“the proposed liability action”Vote for the resolution on the proposed liability action against the Managing Director submitted by shareholder Bluebell Partners Limited »).

A resolution relating to a liability action must result in the automatic and immediate removal from office of any director against whom the action is brought, if the resolution is adopted with at least a fifth of the issued share capital (art 2393 civil code). In such a case, the Board of Directors would have to appoint a new Chief Executive Officer.

As ESG considerations play an increasingly important role within the framework of the investment community, shareholder Bluebell Partners Ltd finds it morally unacceptable that a person found guilty (even following a trial judgement) of having committed a serious financial crime, can maintain its position as Chief executive officer or by maintaining a management role in a publicly traded company.

This is particularly salient when considering that the reference shareholder is the State.

Partners Bluebell Ltd
[email protected]


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