BASE PROSPECTUS LEONARDO – SOCIETÀ PER AZIONI (incorporated as a società per azioni under the laws of the Republic of Italy) EUR 4,000,000,000 Euro Medium Term Note Programme Under the EUR 4,000,000,000 Euro Medium Term Note Programme (the “Programme”) described in this base prospectus (the "Base Prospectus"), Leonardo S.p.A. (“Leonardo” or the “Issuer”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed EUR 4,000,000,000 (and, for this purpose, any Notes denominated in another currency will be translated into euro at the date of the agreement to issue such Notes (as calculated in accordance with the provisions of the Dealer Agreement as defined under "Subscription and Sale")). The maximum aggregate principal amount of Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement. The Notes issued by Leonardo will constitute "obbligazioni" pursuant to Article 2410 et seq. of the Italian Civil Code, which relate to the issuance of "obbligazioni" by corporations in the Republic of Italy. Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC, as amended, (the "Prospectus Directive") and relevant implementing measures in Luxembourg, for approval of this Base Prospectus for Notes to be issued by Leonardo in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months after the date hereof. By approving this Base Prospectus, the CSSF assumes no responsibility and does not give any undertaking as to the economic and financial soundness of any transaction under this Programme or the quality or solvency of the Issuer in accordance with article 7(7) of the Luxembourg law of 10 July 2005 on prospectuses for securities, as amended. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme described in this Base Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, as amended, on markets in financial instruments, during the period of 12 months after the date hereof. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. Notes issued under this Programme may be rated or unrated. Where the Notes are to be rated, the credit rating will be assigned by Moody’s Deutschland GmbH ("Moody's") and/or Fitch Ratings Limited ("Fitch") and/or Standard & Poor’s Credit Market Services Europe Limited ("Standard & Poor's"). Each of Moody’s, Fitch and Standard & Poor's are established in the European Economic Area (the "EEA") and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (as amended) (the "CRA Regulation") and are included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation at http://www.esma.europa.eu/page/List- registered-and-certified-CRAs. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to Notes already issued or, if any, to the Issuer. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the i relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Notes issued under this Programme will be subject to a minimum denomination of EUR 100,000 (or its equivalent in another currency). Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below. Arranger BofA Merrill Lynch Dealers Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. Barclays BNP PARIBAS BofA Merrill Lynch Citigroup Commerzbank Crédit Agricole CIB Credit Suisse Deutsche Bank HSBC MEDIOBANCA – Banca di Credito Finanziario S.p.A. MUFG NATIXIS NatWest Markets SMBC Nikko Société Générale Corporate & UBS Investment Bank Investment Banking UniCredit Bank 18 April 2018 ii CONTENTS IMPORTANT NOTICES............................................................................................................................ 2 RISK FACTORS ........................................................................................................................................ 7 GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................... 28 INFORMATION INCORPORATED BY REFERENCE ....................................................................... 33 FINAL TERMS, SUPPLEMENTS AND DRAWDOWN PROSPECTUSES ..................................... 35 FORMS OF THE NOTES ....................................................................................................................... 36 TERMS AND CONDITIONS OF THE NOTES .................................................................................... 39 FORM OF FINAL TERMS ...................................................................................................................... 64 OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .......... 75 LEONARDO AND THE LEONARDO GROUP .................................................................................... 78 CONSOLIDATED CAPITALISATION OF LEONARDO ..................................................................... 95 CONSOLIDATED FINANCIAL INFORMATION RELATING TO LEONARDO ............................... 96 TAXATION ................................................................................................................................................ 99 SUBSCRIPTION AND SALE ............................................................................................................... 107 GENERAL INFORMATION .................................................................................................................. 111 1 IMPORTANT NOTICES The Issuer accepts responsibility for the information contained in this Base Prospectus. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus, to the best of its knowledge, is in accordance with the facts as at the date of this Base Prospectus and contains no omission likely to affect its import. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or, to the extent that the information relating to that Tranche constitutes a significant new factor in relation to the information contained in this Base Prospectus, in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms, Supplements and Drawdown Prospectuses" below. This Base Prospectus should be read and construed together with any supplements hereto and with any other documents incorporated by reference herein (see "Information Incorporated by Reference") and, in relation to any Tranche (as defined herein) of Notes which is the subject of Final Terms, should be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. The Issuer has confirmed to the Dealers, named under "Subscription and Sale" below, that this Base Prospectus contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme,