Shareholders’ Meeting

Explanatory reports and resolution proposals on the items of the agenda
The explanatory reports and the resolution proposals on the items of the agenda will be made available to the public at the Company's registered office – with this regard, as indicated in the notice of the Meeting, the holders of voting rights may obtain a copy of the above documentation upon previous appointment to be requested via email at affari.societari@pec.posteitaliane.it – and in this section of the Company's website within the terms set out by applicable laws. In particular:
 

• the resolution proposals and the explanatory reports (i) on the items of the agenda no. 1 ("Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2020. Reports of the Board of Directors, the Board of Statutory Auditors, and the Audit Firm. Related resolutions. Presentation of the consolidated financial statements for the year ended 31 December 2020"), 2 ("Allocation of the net income of the year and distribution of available reserves"), 5 (“Equity-based incentive plans”), and 6 (“Approval of the ratio between the variable part and the fixed part of the remuneration for the  key management personnel of the Ring-Fenced Capital named “BancoPosta” (BancoPosta’s Ring-Fenced Capital)”) of the ordinary session, as well as (ii) on the sole item of the extraordinary session ("Amendment of the BancoPosta’s Ring-Fenced Capital following to the removal of the restriction purpose with respect to the assets, goods and legal relationships constituting the business unit relevant to the debit cards. Inherent and consequent resolutions"),  will be published jointly with the Notice of the Meeting, i.e. by 26 April 2021;
• the resolution proposals and the explanatory reports on item of the agenda no. 3 (“Report on the 2021 remuneration policy”), and 4 ("Report on amounts paid in the year 2020") will be published by 7 May 2021.

It being understood that the documentation concerning such resolution proposals and the explanatory reports shall be published within the terms set out in applicable laws as specified below.

Explanatory report and resolution proposal on the first item of the ordinary Meeting agenda (Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2020. Reports of the Board of Directors, the Board of Statutory Auditors, and the Audit Firm. Related resolutions. Presentation of the consolidated financial statements for the year ended 31 December 2020)

Explanatory report and resolution proposal on the second item of the ordinary Meeting agenda  (Allocation of net income for the year and distribution of available reserves)

Explanatory report and resolution proposal on the third item of the ordinary Meeting agenda  (Report on the 2021 remuneration policy)

Explanatory report and resolution proposal on the fourth item of the ordinary Meeting agenda  (Report on amounts paid in the year 2020)

Explanatory report and resolution proposal on the fifth item of the ordinary Meeting agenda  (Equity-based incentive plans)

Explanatory report and resolution proposal on the sixth item of the ordinary Meeting agenda  (Approval of the ratio between the variable and fixed remuneration components for BancoPosta Ring-Fenced Capital’s Material Risk Takers)

Explanatory report and resolution proposal on the sole item of the extraordinary Meeting agenda  (Amendment of the BancoPosta’s Ring-Fenced Capital following to the removal of the restriction purpose with respect to the assets, goods and legal relationships constituting the business unit relevant to the debit cards. Inherent and consequent resolutions)

Annual Financial Report 2020
Report on the corporate governance and on the ownership structure 2020
Report on the 2021 remuneration policy and on the amounts paid in 2020
The Report on the 2021 remuneration policy and on the amounts paid in 2020 will be made available to the public at the Company's registered office and in this section of the website by 7 May 2021.

Remuneration Highlights 2021

Equity-based incentive plans

Pursuant to article 83-sexies of Legislative Decree no. 58 of 24 February 1998 and article 10.1 of the corporate bylaws, shareholders are entitled to attend and to vote at the Shareholders’ Meeting – exclusively through the appointed representative pursuant to article 106, paragraph 4, of the Law Decree no. 18 of 17 March 2020, converted with amendments by Law Art., paragraph 1, of Law 24 April 2020 No. 27, and subsequently amended by Law Decree 31 December 2020 No. 183, in turn converted with amendments by Law 26 February 2021, No. 21, according to the more detailed instructions referred to in the webpage “Modalities of attendance of the Shareholders’ Meeting” – if the Company has received a special notice from an authorized intermediary based on the accounting records at the end of the seventh trading day preceding the date of the Shareholders’ Meeting (i.e., 19 May 2021). Credit and debit entries recorded on the accounts subsequently to such date do not count for the purpose of entitlement to vote at the Shareholders’ Meeting.

The intermediary’s notice must be received by Poste Italiane S.p.A. by the end of the third trading day preceding the date set for the Shareholders’ Meeting (i.e., by 25 May 2021), without prejudice to the right to attend and to vote in the event the Company receives the notice after the aforesaid deadline, provided it is received before the Shareholders’ Meeting begins.

1. Proxy pursuant to article 135-undecies of the Legislative Decree no. 58 of 24 February 1998 (the “Proxy to the Appointed Representative”)

In order to minimize the risks entailed by the ongoing Covid-19 medical crisis and taking into account the law provisions issued in order to contain the infection, pursuant to article 106, paragraph 4, of the Law Decree no. 18 of 17 March 2020 (the “Law Decree 18/2020”) –l converted with amendments by Law Art., paragraph 1, of Law 24 April 2020 No. 27, and subsequently amended by Law Decree 31 December 2020 No. 183, in turn converted with amendments by Law 26 February 2021, No. 21 – the attendance of the Shareholders’ Meeting of those entitled to vote shall be only permitted through Società per Amministrazioni Fiduciarie Spafid S.p.A. (“SPAFID S.p.A.” or the “Appointed Representative”), whose registered office is in Milan, as the representative appointed by the Company for this purpose pursuant to article 135-undecies of Legislative Decree no. 58 of 24 February 1998 and article 11.5 of the corporate bylaws.
The Proxy to the Appointed Representative pursuant to article 135-undecies of Legislative Decree no. 58 of 24 February 1998 and article 11.5 of the corporate bylaws shall contain voting instructions, for all or certain proposals of the agenda, and shall be effective only for those items of the agenda in relation to which voting instructions have been given.
It is reminded that the shares in relation to which a full or partial Proxy is given to the Appointed Representative are taken into account for the duly constitution of the Meeting. For the items on the agenda in relation to which voting instructions are not given, the relevant shares are not taken into account for the purpose of calculating the majority and the quorums required for the approval of the resolutions.
Shareholders will not bear any cost for giving the Proxy to the Appointed Representative, with the exception of the costs necessary to send the proxy itself.
It should be noted that, in order to attend and vote at the Meeting, the granting of the Proxy to the Appointed Representative does not exempt the entitled party from the obligation to request from the authorized intermediary the notice to the Company attesting that such party is entitled to attend at the Meeting and to exercise his or her voting rights, pursuant to Article 83-sexies of Legislative Decree no. 58 of 24 February  1998.
In order to the granting of the Proxy to the Appointed Representative a specific form available at the Company website (www.posteitaliane.it) must be used.

Form of the Proxy to the Appointed Representative

As indicated in the Notice of the Meeting, the Proxy to the Appointed Representative contain voting instructions, entirely filled out and duly signed, must provided to the Appointed Representative – together with a copy of a currently valid ID document of the delegating subject or, if the latter is a legal entity, of the pro tempore legal representative or of another subject with due powers, together with documentation suitable to certify their qualification and powers –  no later than the end of the second trading day before the Meeting (i.e. 26 May 2021) according to one of the following alternative manner:
 

• transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address assemblee@pec.spafid.it (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2021”) from the certified email address of the delegating subject (or, in case of unavailability of a certified email address, from the ordinary email of the delegating subject; in such a case the proxy containing voting instructions must be signed through qualified or digital signature);
• transmission of the original of the proxy, by courier or by registered mail with notification of receipt, at the following address: SPAFID S.p.A. (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2021”), Foro Buonaparte n. 10, 20121 Milan, Italy, anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address assemblee@pec.spafid.it (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2021”).

The proxy and the voting instructions may be revoked within the said term (i.e. by 26 May 2021) and with the modalities indicated above.
The Proxy to the Appointed Representative can also be sent to the latter, even electronically, through this link to the section of the SPAFID S.p.A. website dedicated to the present Shareholders’ Meeting.
For information in connection with the granting of the Proxy to the Appointed Representative please contact SPAFID S.p.A. by email to the address confidential@spafid.it or by telephone at the numbers +39.02.80687335 or +39.02.80687319 (active on week days from 9:00 a.m. to 5:00 p.m.).
 

2. Proxy pursuant to article 135-novie of the Legislative Decree no. 58 of 24 February 1998 (the “Ordinary Proxy”)

Alternatively, pursuant to article 106, paragraph 4, of Decreto Cura Italia, to SPAFID S.p.A. may also be granted proxies and/or sub-proxies pursuant to article 135-novies of Legislative Decree no. 58 of 24 February 1998, as an exception to art. 135-undecies, paragraph 4, of the same Legislative Decree.  
To this end, the appropriate proxy/sub-proxy form available in this section of the Company's website may be used, to be sent to SPAFID S.p.A. –  together with a copy of a currently valid ID document of the delegating subject or, if the latter is a legal entity, of the pro tempore legal representative or of another subject with due powers, together with documentation suitable to certify their qualification and powers – according to one of the following alternative manner:
 

• transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address assemblee@pec.spafid.it (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2021”) from the certified email address of the delegating subject (or, in case of unavailability of a certified email address, from the ordinary email of the delegating subject; in such a case the proxy containing voting instructions must be signed through qualified or digital signature);
• transmission of the original of the proxy, by courier or by registered mail with notification of receipt, at the following address: SPAFID S.p.A. (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2021”), Foro Buonaparte n. 10, 20121 Milan, Italy, anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address assemblee@pec.spafid.it (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2021”).

The Ordinary Proxy may contain voting instructions regarding all or some of the items on the agenda, being understood that SPAFID S.p.A. shall not express any vote in the Shareholders’ Meeting with respect to those proposals in relation to which precise voting instructions have not been given.
In order to allow the Company and SPAFID S.p.A. to receive and check the Ordinary Proxies in advance with respect to the beginning of the Meeting, those entitled to grant are requested to send the Ordinary Proxies no later than 6:00 p.m. of 27 May 2021.
The Ordinary Proxies and the connected instructions may be revoked up to the beginning of the Meeting, sending a message to the email address assemblee@pec.spafid.it.
For information in connection with the granting of the Ordinary Proxy please contact SPAFID S.p.A. by email to the address confidential@spafid.it or by telephone at the numbers +39.02.80687335 or +39.02.80687319 (active on week days from 9:00 a.m. to 5:00 p.m.).

Pursuant to Article 126-bis, paragraph 1, first sentence, of Legislative Decree no. 58 of 24 February 1998, shareholders who represent, also on a jointly basis, at least 2.5% of the share capital, may request, in writing, within ten days from the publication of the notice of Meeting, i.e. by 6 May 2021, to add items on the agenda, indicating, in the relevant request, the additional proposed items to be discussed, or to submit resolution proposals on items already in the agenda.

The agenda cannot be integrated with items in relation to which the Meeting resolves, in compliance with the applicable laws, upon proposals of the Directors or on the basis of a project or a report prepared by the Directors, other than those indicated in Article 125-ter, paragraph 1, of Legislative Decree no. 58 of 24 February 1998.

The requests to add items on the agenda or to submit resolution proposals on items already on the agenda may be filed by those shareholders in relation to which the Company has received a communication, certifying their participation rights, from an authorized intermediary pursuant to applicable laws.

The requests may be sent to the Company by email, to the following address assemblea.integrazioneodg@posteitaliane.it.

The Company reserves the right not to accept the requests to add items on the agenda which are illegible of sent with damaged files or otherwise illegible. Please indicate in the message accompanying the request to add items on the agenda a telephone or a fax number or an email address of the sender.

It is reminded that, pursuant to Article 126-bis, paragraph 4, of Legislative Decree no. 58 of 24 February 1998, shareholders who request to add items on the agenda or to submit new resolution proposals on items already provided in the agenda shall prepare a report containing the reason of the resolution proposals regarding the items to be discussed or the reason concerning the additional resolution proposals on item already provided in the agenda. Such report shall be sent to the Company with the modalities provided above, no later than the date set for the presentation of the request to add items on the agenda.

The integration of the agenda or the submission of new resolution proposals on items already provided in the agenda above indicated are disclosed with the same forms prescribed for the publication of the notice of the meeting at least fifteen days before the date set for the Meeting, i.e. within 13 May 2021.

The additional resolution proposals on items already provided in the agenda and the aforementioned explanatory reports (together with possible assessments of the Board of Directors) will be made available by the Company at the registered office and in this section of the Company's website dedicated to this Meeting, together with the publication of the notice of the presentation.


Information on processing of personal data

Considering  the terms and modalities of attendance of the Shareholders’ Meeting indicated in the Notice of the Meeting (for further details, please refer to the same Notice and to the webpage dedicated to the “MODALITIES OF ATTENDANCE OF THE SHAREHOLDERS’ MEETING”) – with respect to the provisions of article 126-bis, paragraph 1, third sentence, of Legislative Decree no. 58 of 24 February 1998, according to which those with voting rights may individually present proposed resolutions in the Shareholders’ Meeting – the Company informs that:
 

• these possible proposals – to be expressed in a clear and complete way – must be sent to the Company, by email to the certified address affari.societari@pec.posteitaliane.it, no later than 13 May 2021;
• the entitlement to submit proposals has to be certified by means of a special notice from an authorized intermediary pursuant to the regulations in force;
• the Company shall provide to promptly (and, in any case, by 17 May 2021) publish in a specific section of the website such proposals, reserving the right – in view of the publication of the same – to check their relevance to the items on the agenda, their completeness, their compliance with the applicable law, as well as the legitimacy of the submitting subjects.

Information on processing of personal data

Pursuant to Article 127-ter of Legislative Decree no. 58 of 24 February 1998 those shareholders in relation to which the Company has received a communication from an authorized intermediary pursuant to applicable laws, may ask questions before the Meeting on items provided in the agenda, by the term indicated below. The Company may provide a single answer to similar questions. No answer will be granted, neither at the Meeting, to the question asked before the Meeting, when the information requested is already provided in the “question and answer” format of this section of the website or when the answer has been already published in such section.

Those who intend to ask questions before the Meeting shall provide the Company with their questions within the date indicated in article 83-sexies, paragraph 2, of Legislative Decree no. 58 of 24 February 1998 (i.e., by the seventh trading day preceding the date of the Shareholders’ Meeting, and therefore by 19 May 2021) and are invited to clearly indicate the item on the agenda to which the single questions submitted refer to.

Questions may be sent to the Company by email, to the following address assemblea.domande@posteitaliane.it.
In order to allow the identification by the Company, together with the questions, the persons concerned shall indicate their name and surname, place and date of birth, Tax identification number, e-mail address and telephone number.

The Company reserves the right not to answer the questions which are illegible or sent with files damaged or otherwise illegible.

Please indicate in the message accompanying the questions a telephone number, fax number or e-mail address of the sender.

The questions received by the term above indicated will be answered at latest three days prior to the Shareholders' Meeting (i.e., by 25 May 2021) by publication in this section of the Company website.

Information on processing of personal data

Questions and answers before the Shareholders’ Meeting 2021

The share capital of Poste Italiane S.p.A. is currently equal to Euro 1,306,110,000.00 and is divided into no. 1,306,110,000 ordinary shares with no nominal value.

As of the date of publication of the notice of the meeting, the Company holds no. 5,257,965 own shares, representing 0.4026% of the Company’s share capital.

Poste Italiane: resolutions of the Shareholders’ Meeting 2021

Summary of the meeting resolutions and voting results

Pursuant to article 125-quater, paragraph 2, of Legislative Decree No. 58 of February 24, 1998, the minutes of Poste Italiane S.p.A.'s Shareholders’ Meeting of 28 May 2021 is available at the following link:  Minutes of the Shareholders’ Meeting .
The relevant annexes to the minutes of the Shareholders’ Meeting are also available in Italian language at: https://www.posteitaliane.it/it/assemblea-2021.html.