Notice of the meeting
Poste Italiane S.p.A. Registered Office in Rome - Viale Europa, n. 190Share Capital € 1,306,110,000.00 fully paid in
Taxpayer Identification and Rome Company Register n. 97103880585
R.E.A. of Rome n. 842633
V.A.T. registration n. 01114601006
Notice of Ordinary Shareholders’ Meeting
An ordinary Shareholders’ Meeting will be held on single call on April 27, 2017 at 2 p.m. in Rome, at the “Sala Auditorium Capitalis” of the Palazzo dei Congressi, Viale della Pittura n. 50, to discuss and resolve on the followingAgenda
- Poste Italiane S.p.A. Financial Statements for the year ended December 31, 2016. 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 December 31, 2016.
- Allocation of net income for the year.
- Determination of the number of the members of the Board of Directors.
- Determination of the term of the Board of Directors.
- Election of the members of the Board of Directors.
- Election of the Chairman of the Board of Directors.
- Determination of the compensation of the members of the Board of Directors.
- Appointment of an Alternate Auditor.
- Short-term incentive plan 2017, based upon financial instruments, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital.
- Report on remuneration.
Information on the share capital
As of the date of the present notice, the share capital of Poste Italiane S.p.A. amounts to € 1,306,110,000.00, divided into 1,306,110,000 ordinary shares without par value.
Entitlement to attend and to vote at the Shareholders’ Meeting
Pursuant to article 83-sexies of Legislative Decree n. 58 of February 24, 1998 (hereinafter, for the sake of brevity, “Consolidated Law on Finance”) and article 10.1 of the corporate bylaws, shareholders are entitled to attend and to vote at 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., April 18, 2017). 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 April 24, 2017), 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.
Representation at the Shareholders’ Meeting
Ordinary proxyThose entitled to vote may be represented at the Shareholders’ Meeting pursuant to the law through a proxy granted in writing or via an electronic document pursuant to article 21, paragraph 2 of Legislative Decree n. 82 of March 7, 2005. For this purpose, the proxy form found in the section of the Company’s website (www.posteitaliane.it) dedicated to the present Shareholders’ Meeting may be used. The proxy may be sent to the Company by ordinary mail (addressed to: Poste Italiane S.p.A. – Legal and Corporate Affairs/Corporate Affairs – Via dei Crociferi n. 23 – 00187 Rome, Italy – Ref. “Voting proxy”), or by email to the certified address affari.societari@pec.posteitaliane.it, or via fax to +39 06 59585733. Pursuant to article 11.1 of the corporate bylaws, the proxy may also be notified to the Company electronically up to the beginning of the Shareholders’ Meeting by using the aforesaid section of the Poste Italiane website dedicated to the present Shareholders’ Meeting. Instead of the original, the representative may deliver or transmit to the Company a copy of the proxy, even electronically, certifying under his or her responsibility the conformity of the proxy to the original and the identity of the delegator.
Proxy to the representative appointed by the Company
The proxy may also be granted to Società per Amministrazioni Fiduciarie Spafid S.p.A. (“SPAFID S.p.A.”), whose registered office is in Milan, the representative appointed by the Company for this purpose pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the corporate bylaws.
In this regard, shareholders may use the specific form available, together with the related instructions for filling it out and sending it, in the section of the Company’s website www.posteitaliane.it dedicated to the present Shareholders’ Meeting, as well as at its registered office.
The proxy to the appointed representative must contain voting instructions regarding all or some of the items on the agenda, and may be delivered by hand, during office hours, or sent by registered mail with notification of receipt to the aforesaid representative by the end of the second trading day preceding the date of the Shareholders’ Meeting at the following address: SPAFID S.p.A. (Ref. “Proxy Poste Italiane S.p.A. Shareholders’ Meeting”), Foro Buonaparte n. 10, 20121 Milan, Italy; considering that the said term of the second trading would end on a non-working day (i.e. April 25, 2017), it will be postponed to the day after, with deadline on April 26, 2017. Without prejudice to sending the original proxy, complete with voting instructions, the same may also sent to SPAFID S.p.A., even electronically, at its certified mail address assemblee@pec.spafid.it, or via fax to +39 02 875317. Sending the proxy signed with an electronic signature, pursuant to the regulations in force, to the aforesaid certified email address satisfies the in-writing requirement.
The proxy and the instructions may be revoked by the aforesaid deadline in the ways specified above.
The proxy has effect only for the proposals regarding which voting instructions have been given. The shares for which the proxy, even if partial, was conferred are counted for the purposes of the quorum required for the Shareholders’ Meeting. With regard to the proposals for which voting instructions have not been given, the shares are not counted for the purposes of calculating the majority and the percentage of capital required for the approval of the resolutions.
Additions to the agenda and presentation of new proposals for resolutions
Pursuant to article 126-bis of the Consolidate Law on Finance, shareholders representing, even jointly, at least 2.5% of the share capital may request – in writing and within ten days from the publication of the present notice, i.e. by March 27, 2017 – additions to the list of items on the agenda, specifying in their request the additional matters they propose, or present proposals for resolutions on matters already on the agenda of the Shareholders’ Meeting (it being understood in the latter regard that whoever is entitled to vote may, in any case, individually present proposals for resolutions at the Shareholders’ Meeting). Additions to the agenda are not admitted with regard to matters on which Shareholders’ Meetings resolve, according to the law, on proposals of the Board of Directors or on the basis of a project or a report prepared by them other than those specified in article 125-ter, paragraph 1, of the Consolidated Law on Finance. Pursuant to the regulations in force, shareholders are entitled to request additions to the agenda or to present proposals for resolutions if the Company has received a special notice from an authorized intermediary certifying their possession of the equity interest required. For further information on the right to request additions to the agenda and to present proposals for resolutions, as well as on the related procedures for exercising such right, see the section of the Company’s website dedicated to the present Shareholders’ Meeting.
The right to ask questions before the Shareholders’ Meeting
Pursuant to article 127-ter of the Consolidated Law on Finance, questions regarding the items on the agenda may also be asked before the Shareholders’ Meeting by shareholders who are entitled to vote and on behalf of whom the Company has received a special notice from an authorized intermediary pursuant to the regulations in force. The questions of those who intend to avail themselves of such right must be received by the Company no later than three days before the date of the Shareholders’ Meeting (i.e., by April 24, 2017). The questions received before the Shareholders’ Meeting will be answered at latest during the Meeting itself, according to the procedures established at that time. For further information on the right to ask questions before the Shareholders’ Meeting and on the procedures for exercising such right, see the section of the Company’s website dedicated to the present Shareholders’ Meeting.
Election of the Board of Directors
Pursuant to the Consolidated Law on Finance and the corporate bylaws, the members of the Board of Directors are elected by slating vote. With this respect the expiring Board of Directors has put forward, upon proposal of the Nomination Committee, guidelines on the size and composition of the new Board of Directors, in compliance with recommendations of Article 1.C.1, letter h), of the Corporate Governance Code for listed companies. These guidelines can be consulted on the Company's web site (www.posteitaliane.it).Only shareholders who, alone or together with other shareholders, result to own at least 1% of the company's share capital are entitled to file a slate.
Preparation, filing and publication of the slates shall be performed in compliance with Article 14 of the corporate bylaws, to which is made reference to for what not expressly provided for here below.
With reference to the preparation of the slates and the composition of the Board of Directors, it shall be noted that:
- pursuant to Article 147-quinquies of the Consolidated Law on Finance, the directors of listed companies must possess the requirements of integrity required for statutory auditors of listed companies, provided by Article 2 of the Decree of the Ministry of Justice, No. 162 of March 30, 2000;
- in addition to the above, the candidates to the office of director must possess the requirements of integrity, including the absence of causes of ineligibility or forfeiture, pursuant to Article 14.3 of the corporate bylaws, as well as the additional requisites specified in the law and regulations in force, in the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane and in the corporate bylaws;
- pursuant to Article 14.4, seventh paragraph, of the corporate bylaws, each slate must include at least two candidates possessing the requirements of independence established by the law (i.e., those provided for the statutory auditors of listed companies), distinctly mentioning such candidates and listing one of them as first in the slate;
- pursuant to Article 14.4, eight paragraph, of the corporate bylaws, the slates which contain a number of candidates equal to or above three shall also include at least one of the candidates of the less-represented gender in one of the first two positions of the slate;
- in the event that Directors leave office before the end of their term, Article 14.5 of the corporate bylaws provides for a mechanism of mandatory cooptation requiring that, whenever possible, such Directors are to be replaced by other candidates belonging to the same slate of the Directors who have left their office;
- in compliance with the recommendations of the Corporate Governance Code for listed companies, the Company adopted a specific policy regarding the maximum number of offices that its members may hold in the boards of directors of other companies of significant size in order to ensure that the persons concerned have sufficient time to effectively perform the role they have in the Board of Directors of Poste Italiane S.p.A.; the document containing this policy can be consulted on the Company's website (www.posteitaliane.it).
The ownership of the minimum percentage of the share capital of the Company required to submit the slates is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed with the Company. The relevant certificate, issued by an authorized intermediary, may also be provided after the filing of the slates but, in any case, no later than twenty-one days before the date of the Meeting (i.e. by April 6, 2017, this being the deadline for the Company to publish the slates).
Slates shall be filed with the Company together with the declarations of the individual candidates under which they accept their candidacy and certify, under their own responsibility, the absence of any cause of ineligibility e incompatibility, as well as their satisfaction of the requirements for their respective offices specified by the law and regulations in force, by the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane and by the corporate bylaws, and the additional documentation required by Article 144-octies, paragraph 1, letter b) of Consob Resolution No. 11971 of May 14, 1999.
Please note that the Corporate Governance Code for listed companies recommends to file the slates together with the candidates' declaration of possession of the independence requirements set forth in Article 3 of the same Code, if that is the case.
Please be advised that those who submit a minority slate are also subject to the recommendations made by Consob in Communication No. DEM/9017893 of February 26, 2009.
Finally, pursuant to the corporate bylaws, for the purposes of identifying the Directors to be elected, the candidates designated on the slates that have obtained a number of votes amounting to less than half of the percentage required for the presentation of the same slates shall not be taken into account.
Appointment of an Alternate Auditor
It shall be noted that, pursuant to Article 25.2, tenth paragraph, of the corporate bylaws, as to the appointment of the Alternate Auditor necessary for the integration of the Board of Statutory Auditors currently in office – following the resignation by the Alternate Auditor appointed by the Shareholders’ Meeting on May 24, 2016 form the slate of candidates presented by the minority shareholders – the present ordinary Shareholders’ Meeting must resolve with the majority required by the law (without applying the “slate voting” procedure), in any case in a manner that ensures a composition of the Board of Statutory Auditors in accordance with the relevant legal, regulatory and administrative provisions and is also able to ensure compliance with the principle of representation of minorities and the laws in force concerning gender balance.The candidates for the office of Statutory Auditor must possess the requisites of integrity and professional competence prescribed for the statutory auditors of companies with listed shares by the Minister of Justice’s Decree n. 162 of March 30, 2000, as supplemented by the provisions of article 25.1 of the corporate bylaws, as well as the additional requisites specified in the law and regulations in force and in the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane. As far as the situations of ineligibility and the limits on the number of offices as directors or statutory auditors that may be held by members of the Board of Statutory Auditors is concerned, the provisions of the law and of regulations in force apply.
The shareholders who intend to make proposals for the appointment of the Alternate Auditor are requested to present their candidates, accompanied by:
(i) a declaration of the Shareholders other than those who possess a controlling equity interest, or one representing a relative majority, attesting the absence of relations of affiliation with the latter provided for by article 144-quinquies of Consob Issuer Regulation n. 11971/99;
(ii) exhaustive information on the personal and professional characteristics of the candidates, as well as a declaration by the aforesaid candidates attesting their possession of the requisites of professional competence, integrity, and independence prescribed by the law, including regulations, and their acceptance of the candidacy. Considering that, pursuant to article 2400, last paragraph, of the Italian Civil Code, at the time of their appointment and before they accept the office, the Shareholders’ Meeting must be informed of the offices the Statutory Auditors hold on the boards of directors and the boards of statutory auditors of other companies, as well as considering the provisions of article 148-bis of the Consolidated Law on Finance, Shareholders presenting slates are requested to furnish a special declaration in this regard as part of the résumé, and are urged to ensure that it is updated until the day of the Shareholders’ Meeting;
(iii) appropriate documentation certifying the title of shareholders.
In order to enable the participants in the Shareholders’ Meeting to express an informed vote on the basis of the aforesaid information, the shareholders who intend to present proposals for the appointment of an Alternate Auditor are requested to file the related candidacies, together with the documentation referred to above, (i) through delivery by hand at Poste Italiane S.p.A.’s Legal and Corporate Affairs/Corporate Affairs Function (at Via dei Crociferi n. 23 - 00187 Rome, from Monday to Friday from 10 a.m. to 5 p.m.) - ref. “Appointment of an Alternate Auditor” - or (ii) via fax to +39 06 59585733, or (iii) electronically to the certified mail address affari.societari@pec.posteitaliane.it, if possible by April 3, 2017, thus allowing the Company to promptly make the aforesaid documentation available to the public at its registered office, at Borsa Italiana S.p.A., and on the corporate website (www.posteitaliane.it).
The foregoing being understood, the candidacies – together with the documentation previously indicated – must be formally presented at the Shareholders’ Meeting before they may be put to a vote according to the following procedures:
- each candidate will be voted in numerical order with regard to the amount of share capital supporting him or her when the candidacy is presented at the Shareholders’ Meeting;
- each shareholder entitled to vote may vote for no more than one candidate, and any vote expressed in favor of additional candidates will not be considered;
- the first candidate to have obtained an absolute majority of the share capital represented at the Shareholders’ Meeting when the voting on item 8 on the agenda takes place will be considered approved;
- therefore, once one of the candidate presented at the Shareholders’ Meeting has obtained an absolute majority of the share capital represented at the Shareholders’ Meeting when the voting on item 8 on the agenda takes place, it would be superfluous to vote on the other candidates presented.
Documentation
The documentation concerning the items on the agenda provided for by the law and regulations – including, among other things, the reports on the matters on the agenda and the related resolutions proposed, as well as the annual financial report – will be made available to the public, within the time limits provided for by the law, at the Company’s registered office, in the section of its website (www.posteitaliane.it) dedicated to the present Shareholders’ Meeting, and at the authorized storage mechanism “eMarket STORAGE” (www.emarketstorage.com). The Shareholders and, if not the same, the persons entitled to attend the Shareholders’ Meeting have a right to request a copy of it. For detailed information on how and when the documentation regarding the Shareholders’ Meeting will be published, you can consult the section of the Company’s website dedicated to the present Shareholders’ Meeting.
Other information
To facilitate the verification of their entitlement to attend the Shareholders’ Meeting, those with the right to vote may send the documentation confirming such entitlement to the Company by ordinary mail (to Poste Italiane S.p.A. – Legal and Corporate Affairs/Corporate Affairs – Via dei Crociferi n. 23 – 00187 Rome, Italy – Ref. “Entitlement to attend Shareholders’ Meeting”) or via fax to +39 06 59585733 at least three trading days before the date set for the Shareholders’ Meeting (i.e. April 24, 2017).Experts, financial analysts, journalists and other individuals who intend to attend the Shareholders’ Meeting must submit their request to the Company by ordinary mail (to Poste Italiane S.p.A. – Legal and Corporate Affairs/Corporate Affairs – Via dei Crociferi n. 23 – 00187 Rome, Italy – Ref. “Request to attend Shareholders’ Meeting”) or via fax to +39 06 59585733 at least three trading days before the date set for the Shareholders’ Meeting (i.e. April 24, 2017).
It will not be possible to participate in the Shareholders’ Meeting by electronic means. Those entitled to attend the Shareholders’ Meeting are requested to come earlier than the time of call to facilitate the registration process, which will begin at 12 noon.
An assistance service is available for further information regarding the Shareholders’ Meeting at the following numbers: telephone +39 02 80687219 (on week days, in office hours) – fax +39 02 875317.
The Chairman of the Board of Directors
Luisa Todini
Luisa Todini
The Extract of the Notice of the Meeting was also published by the Company on March 17, 2017 on the following newspaper: Il Sole 24 Ore
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 and in this section of the Company's website within the terms set out by applicable laws. In particular:
(Financial statements as of December 31, 2016. Reports of the Board of Directors, of the Board of Statutory Auditors and of the External Auditor. Related resolutions. Presentation of the consolidated financial statements for the year ended on December 31, 2016)
Explanatory report and resolution proposal on the second item of the ordinary Meeting agenda
(Allocation of net income for the year)
Explanatory report and resolution proposal on the third item of the ordinary Meeting agenda
(Determination of the number of the members of the Board of Directors)
Explanatory report on the fourth item of the ordinary Meeting agenda
(Determination of the term of the Board of Directors)
Explanatory report on the fifth item of the ordinary Meeting agenda
(Election of the members of the Board of Directors)
Explanatory report on the sixth item of the ordinary Meeting agenda
(Election of the Chairman of the Board of Directors)
Explanatory report on the seventh item of the ordinary Meeting agenda
(Determination of the compensation of the members of the Board of Directors)
Explanatory report on the eight item of the ordinary Meeting agenda
(Appointment of an Alternate Auditor)
Explanatory report and resolution proposal on the ninth item of the ordinary Meeting agenda
(Short-term incentive plan 2017, based upon financial instruments, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital)
Explanatory report and resolution proposal on the tenth item of the ordinary Meeting agenda
(Report on remuneration)
Annual Financial Report 2016
The annual financial report, comprising the draft financial statements and the consolidated financial statements as of December 31, 2016, together with the reports of the Board of Directors and the declarations requested by Article 154-bis, paragraph 5, of Legislative Decree No. 58 of February 24, 1998, will be made available to the public at the Company's registered office and in this section of the website by April 6, 2017. The reports of the Board of Statutory Auditors and of the External Auditor of the Company will be made available to the public within the same date of publication of the annual financial report.
Report on the corporate governance and on the ownership structure 2016
The Report on corporate governance and ownership structure will be made available to the public in this section of the website by April 6, 2017.
Guidelines on the size and composition of the Board of Directors
Remuneration report
The Remuneration report will be made available to the public at the Company's registered office and in this section of the website by April 6, 2017.
Short-term incentive plan 2017, based upon financial instruments, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital
The Information document will be made available to the public at the Company's registered office and in this section of the website by March 27, 2017.
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 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 on the items of the agenda no. 3 ("Determination of the number of the Board of Directors"), 4 ("Determination of the term of the Board of Directors"), 5 ("Election of the members of the Board of Directors"), 6 ("Election of the Chairman of the Board of Directors"), 7 (“Determination of the compensation of the members of the Board of Directors”), and 8 (“Appointment of an Alternate Auditor”) will be published jointly with the Notice of the Meeting, i.e. by March 17, 2017;
- the resolution proposals and the explanatory reports on the items of the agenda no. 1 ("Poste Italiane S.p.A. Financial Statements for the year ended December 31, 2016. 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 December 31, 2016"), 2 ("Allocation of the net income of the year"), and 9 ("Short-term incentive plan 2017, based upon financial instruments, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital") will be published by March 27, 2017;
- the resolution proposal and the explanatory report on item no. 10 of the agenda ("Report on remuneration ") will be published by April 6, 2017. 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.
(Financial statements as of December 31, 2016. Reports of the Board of Directors, of the Board of Statutory Auditors and of the External Auditor. Related resolutions. Presentation of the consolidated financial statements for the year ended on December 31, 2016)
Explanatory report and resolution proposal on the second item of the ordinary Meeting agenda
(Allocation of net income for the year)
Explanatory report and resolution proposal on the third item of the ordinary Meeting agenda
(Determination of the number of the members of the Board of Directors)
Explanatory report on the fourth item of the ordinary Meeting agenda
(Determination of the term of the Board of Directors)
Explanatory report on the fifth item of the ordinary Meeting agenda
(Election of the members of the Board of Directors)
Explanatory report on the sixth item of the ordinary Meeting agenda
(Election of the Chairman of the Board of Directors)
Explanatory report on the seventh item of the ordinary Meeting agenda
(Determination of the compensation of the members of the Board of Directors)
Explanatory report on the eight item of the ordinary Meeting agenda
(Appointment of an Alternate Auditor)
Explanatory report and resolution proposal on the ninth item of the ordinary Meeting agenda
(Short-term incentive plan 2017, based upon financial instruments, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital)
Explanatory report and resolution proposal on the tenth item of the ordinary Meeting agenda
(Report on remuneration)
Annual Financial Report 2016
The annual financial report, comprising the draft financial statements and the consolidated financial statements as of December 31, 2016, together with the reports of the Board of Directors and the declarations requested by Article 154-bis, paragraph 5, of Legislative Decree No. 58 of February 24, 1998, will be made available to the public at the Company's registered office and in this section of the website by April 6, 2017. The reports of the Board of Statutory Auditors and of the External Auditor of the Company will be made available to the public within the same date of publication of the annual financial report.
Report on the corporate governance and on the ownership structure 2016
The Report on corporate governance and ownership structure will be made available to the public in this section of the website by April 6, 2017.
Guidelines on the size and composition of the Board of Directors
Remuneration report
The Remuneration report will be made available to the public at the Company's registered office and in this section of the website by April 6, 2017.
Short-term incentive plan 2017, based upon financial instruments, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital
The Information document will be made available to the public at the Company's registered office and in this section of the website by March 27, 2017.
Pursuant to article 83-sexies of Legislative Decree n. 58 of February 24, 1998 and article 10.1 of the corporate bylaws, shareholders are entitled to attend and to vote at 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., April 18, 2017). 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 April 24, 2017), 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.
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 April 24, 2017), 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.
Ordinary Proxy
Pursuant to Articles 135-novies and following of Legislative Decree of February 24, 1998, no. 58, those who are entitled to vote in the Meeting may appoint a representative, by means of a proxy granted in writing, pursuant to the laws in force. The proxy may also be granted through a document electronically signed pursuant to Article 21, paragraph 2, of Legislative Decree of March 7, 2005, no. 82.
It is specified that, pursuant to Article 135-novies of Legislative Decree of February 24, 1998, no. 58, the proxy can entitle the proxy holder to be replaced by another person of his or her choice, without prejudice to the right of the proxy holder to appoint one or more substitutes. Further, according to Article 135-decies of Legislative Decree of February 24, 1998, no. 58, the granting of a proxy to a proxy holder in conflict of interest is permitted provided that the proxy holder informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided that specific voting instructions are given for each resolution in relation to which the proxy holder is expected to vote on behalf of the shareholder. The proxy holder shall have the burden of proof regarding the disclosure to the shareholder of the circumstances giving rise to the conflict of interest.
The replacement of the proxy holder with a substitute in conflict of interest may be allowed only on the condition that the substitute has been indicated by the shareholder. In this respect, the provisions set forth above regarding the conflict of interest shall apply. The proxy holder retains the duties of communication and the relevant burden of proof.
A form of proxy , which may be used for the purpose of granting the proxy, is downloadable in printable version from this website.
If the form of proxy is not available in electronic form for technical reasons, it will be sent in hard copy, free of charge, upon request, to be made by telephone at no. +39 02 80687219 (on week days, in office hours).
It should be noted that, in order to attend and vote at the Meeting, the granting of the proxy does not exempt the entitled party from the obligation to request from the authorized intermediary the notice attesting that such party is entitled to attend the Meeting and to exercise his or her voting right, pursuant to Article 83-sexies of Legislative Decree of February 24, 1998, no. 58.
Proxy Notification
The proxy holder may deliver or send to the Company, instead of the original, a copy of the proxy, also in electronic format, certifying under his or her responsibility the conformity of the proxy to the original and the identity of the proxy giver. The proxy filled out entirely, with legible characters and duly signed, can be delivered to the Company possibly at least two trading days before the date set for the Meeting; considering that the said term of the second trading would end on a non-working day (i.e. April 25, 2017), it will be postponed to the day after, with deadline on April 26, 2017:
The Company reserves the right not to accept proxies, notified via fax, which are illegible. Please indicate in the message accompanying the proxy a telephone number, a fax number or an email address of the sender
Pursuant to Articles 135-novies and following of Legislative Decree of February 24, 1998, no. 58, those who are entitled to vote in the Meeting may appoint a representative, by means of a proxy granted in writing, pursuant to the laws in force. The proxy may also be granted through a document electronically signed pursuant to Article 21, paragraph 2, of Legislative Decree of March 7, 2005, no. 82.
It is specified that, pursuant to Article 135-novies of Legislative Decree of February 24, 1998, no. 58, the proxy can entitle the proxy holder to be replaced by another person of his or her choice, without prejudice to the right of the proxy holder to appoint one or more substitutes. Further, according to Article 135-decies of Legislative Decree of February 24, 1998, no. 58, the granting of a proxy to a proxy holder in conflict of interest is permitted provided that the proxy holder informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided that specific voting instructions are given for each resolution in relation to which the proxy holder is expected to vote on behalf of the shareholder. The proxy holder shall have the burden of proof regarding the disclosure to the shareholder of the circumstances giving rise to the conflict of interest.
The replacement of the proxy holder with a substitute in conflict of interest may be allowed only on the condition that the substitute has been indicated by the shareholder. In this respect, the provisions set forth above regarding the conflict of interest shall apply. The proxy holder retains the duties of communication and the relevant burden of proof.
A form of proxy , which may be used for the purpose of granting the proxy, is downloadable in printable version from this website.
If the form of proxy is not available in electronic form for technical reasons, it will be sent in hard copy, free of charge, upon request, to be made by telephone at no. +39 02 80687219 (on week days, in office hours).
It should be noted that, in order to attend and vote at the Meeting, the granting of the proxy does not exempt the entitled party from the obligation to request from the authorized intermediary the notice attesting that such party is entitled to attend the Meeting and to exercise his or her voting right, pursuant to Article 83-sexies of Legislative Decree of February 24, 1998, no. 58.
Proxy Notification
The proxy holder may deliver or send to the Company, instead of the original, a copy of the proxy, also in electronic format, certifying under his or her responsibility the conformity of the proxy to the original and the identity of the proxy giver. The proxy filled out entirely, with legible characters and duly signed, can be delivered to the Company possibly at least two trading days before the date set for the Meeting; considering that the said term of the second trading would end on a non-working day (i.e. April 25, 2017), it will be postponed to the day after, with deadline on April 26, 2017:
- by mail, to the following address: Poste Italiane S.p.A. – Legal and Corporate Affairs/Corporate Affairs – Ref. "Proxy Vote" Via dei Crociferi, no. 23, 00187 Rome or
- by fax, to the following number +39 06 59585733 or
- by certified email, to the following email address affari.societari@pec.posteitaliane.it
The Company reserves the right not to accept proxies, notified via fax, which are illegible. Please indicate in the message accompanying the proxy a telephone number, a fax number or an email address of the sender
The proxy may also be given to Società per Amministrazioni Fiduciarie Spafid S.p.A. (“SPAFID S.p.A.”), with registered office in Milan, Via Filodrammatici no. 10, in its capacity of representative appointed by the Company, in accordance with Article 135-undecies, of Legislative Decree no. 58 of February 24, 1998.
The proxy to the representative appointed by the Company 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 representative appointed by the Company 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 representative appointed by the Company, with the exception of the costs necessary to send the proxy itself. SPAFID S.p.A. may receive proxies only in its capacity of representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of February 24, 1998.
It should be noted that, in order to attend and vote at the Meeting, the granting of the proxy to the representative appointed by the Company 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 February 24, 1998.
The proxy may be granted to the representative appointed by the Company, using a specific form available at the Company website (www.posteitaliane.it).
Form of the proxy to the representative appointed by the Company
The proxy, entirely filled out and duly signed, shall be received by the representative appointed by the Company, in original, no later than the end of the second trading day before the Meeting – considering that the said term of the second trading would end on a non-working day (i.e. April 25, 2017), it will be postponed to the day after, with deadline on April 26, 2017 – at the following address:
If the form of the proxy to the representative appointed by the Company is not available in electronic form for technical reasons, it will be sent in hard copy, free of charge, upon request of the shareholder to be made by telephone at +39 02 80687219 (from Monday to Friday from 9.00 am to 6.00 pm).
For information in connection with the granting of the proxy to the representative appointed by the Company please call SPAFID S.p.A. at +39 02 80687219.
The proxy to the representative appointed by the Company 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 representative appointed by the Company 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 representative appointed by the Company, with the exception of the costs necessary to send the proxy itself. SPAFID S.p.A. may receive proxies only in its capacity of representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of February 24, 1998.
It should be noted that, in order to attend and vote at the Meeting, the granting of the proxy to the representative appointed by the Company 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 February 24, 1998.
The proxy may be granted to the representative appointed by the Company, using a specific form available at the Company website (www.posteitaliane.it).
Form of the proxy to the representative appointed by the Company
The proxy, entirely filled out and duly signed, shall be received by the representative appointed by the Company, in original, no later than the end of the second trading day before the Meeting – considering that the said term of the second trading would end on a non-working day (i.e. April 25, 2017), it will be postponed to the day after, with deadline on April 26, 2017 – at the following address:
- SPAFID S.p.A. (Ref. “Delega Assemblea Poste Italiane S.p.A.”), Foro Buonaparte no. 10, 20121 Milan. A copy of the proxy, together with a statement certifying the conformity of the proxy to the original, may be anticipated to the representative appointed by the Company, by April 26, 2017:
- by fax, to no. +39 02 875317 Or
- by email, to the following address assemblee@pec.spafid.it
If the form of the proxy to the representative appointed by the Company is not available in electronic form for technical reasons, it will be sent in hard copy, free of charge, upon request of the shareholder to be made by telephone at +39 02 80687219 (from Monday to Friday from 9.00 am to 6.00 pm).
For information in connection with the granting of the proxy to the representative appointed by the Company please call SPAFID S.p.A. at +39 02 80687219.
Pursuant to Article 126-bis of Legislative Decree no. 58 of February 24, 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 March 27, 2017, 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. He who is entitled to vote may individually submit resolution proposals during the Meeting.
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 February 24, 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:
It is reminded that, pursuant to Article 126-bis, paragraph 4, of Legislative Decree no. 58 of February 24, 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 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 April 12, 2017.
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.
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 February 24, 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 ordinary mail to the following address: Poste Italiane S.p.A. – Legal and Corporate Affairs/Corporate Affairs – Via dei Crociferi no. 23 – 00187 Roma – Ref. “Integration of the agenda" and/or "Resolution proposals" or
- by fax, to the n. +39 06 59585733 or
- by email, to the following address assemblea.integrazioneodg@posteitaliane.it
It is reminded that, pursuant to Article 126-bis, paragraph 4, of Legislative Decree no. 58 of February 24, 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 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 April 12, 2017.
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.
Pursuant to Article 127-ter of Legislative Decree no. 58 of February 24, 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.
Questions submitted before the Meeting will be answered no later than during the Meeting. 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. Answers made available to each person entitled to vote, on paper format, at the beginning of the Shareholders’ Meeting, are considered as given during the Meeting itself.
Those who intend to ask questions before the Meeting shall provide the Company with their questions within the third day before the date set for the Meeting (i.e. within April 24, 2017) 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:
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.
Questions submitted before the Meeting will be answered no later than during the Meeting. 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. Answers made available to each person entitled to vote, on paper format, at the beginning of the Shareholders’ Meeting, are considered as given during the Meeting itself.
Those who intend to ask questions before the Meeting shall provide the Company with their questions within the third day before the date set for the Meeting (i.e. within April 24, 2017) 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 ordinary mail to the following address: Poste Italiane S.p.A. – Legal and Corporate Affairs/Corporate Affairs – Via dei Crociferi no. 23 – 00187 Roma – Ref. “Questions before the Meeting" or
- by fax, to the n. +39 06 59585733 or
- 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.
Pursuant to the Consolidated Law on Finance and the corporate bylaws, the members of the Board of Directors are elected by slating vote. With this respect the expiring Board of Directors has put forward, upon proposal of the Nomination Committee, guidelines on the size and composition of the new Board of Directors, in compliance with recommendations of Article 1.C.1, letter h), of the Corporate Governance Code for listed companies. These guidelines can be consulted on the Company's web site (www.posteitaliane.it).
Only shareholders who, alone or together with other shareholders, result to own at least 1% of the company's share capital are entitled to file a slate. Each shareholder may not submit, also jointly with other shareholders, more than a slate and each candidate may be enlisted only in one slate, under penalty of ineligibility. Preparation, filing and publication of the slates shall be performed in compliance with Article 14 of the corporate bylaws, to which is made reference to for what not expressly provided for here below.
Preparation of the slates
With reference to the preparation of the slates and the composition of the Board of Directors, it shall be noted that:
candidates must be listed in the slates in progressive number;
Pursuant to Article 147-ter of the Consolidated Law on Finance, the slates – together with the necessary documentation – shall be filed no later than twenty-five days before the Meeting; however, considering that such term would end on a non-working day (i.e. April 2, 2017), it will be postponed to the day after, with deadline on April 3, 2017. The slates shall be filed as follows:
The ownership of the minimum percentage of the share capital of the Company required to submit the slates is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed with the Company. The relevant certificate, issued by an authorized intermediary, may also be provided after the filing of the slates but, in any case, no later than twenty-one days before the date of the Meeting (i.e. by April 6, 2017, this being the deadline for the Company to publish the slates).
Slates shall be filed with the Company together with the declarations of the individual candidates under which they accept their candidacy and certify, under their own responsibility, the absence of any cause of ineligibility e incompatibility, as well as their satisfaction of the requirements for their respective offices specified by the law and regulations in force, by the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane and by the corporate bylaws, and the additional documentation required by Article 144-octies, paragraph 1, letter b) of Consob Resolution No. 11971 of May 14, 1999. Please note that the Corporate Governance Code for listed companies recommends to file the slates together with the candidates' declaration of possession of the independence requirements set forth in Article 3 of the same Code, if that is the case.
Please note that Consob, with Communication No. DEM/9017893 of February 26, 2009, recommended to those shareholders who present a minority slate for the election of the Board of Directors to file, together with the slate, a statement “in which it is certified the absence of relationships of affiliation, also indirectly, as provided in Articles 147-ter, paragraph 3, of the Consolidated Law on Finance and in Article 144-quinquies of Consob Resolution No. 11971 of May 14, 1999, with those shareholders who own, also on a jointly basis, a controlling or a relative majority stake, where they can be identified on the basis of the filings of the relevant shareholdings required by Article 120 of the Consolidated Law on Finance or on the basis of the publication of the shareholders’ agreements under Article 122 of the same Law”, specifying the significant relationships, if any, with those shareholders who control or own a relative majority stake in the Company as well as on which grounds such relationships have not been considered significant for the existence of the mentioned relationships of affiliation.
In this respect, please note that, on the basis of the communications made pursuant to Article 120 of the Consolidated Law on Finance and of the shareholders’ ledger, the Company results to be subject to the de jure control of the Ministry of Economy and Finance (the “Ministry”), which owns (i) directly, a shareholding equal to the 29.26% of the share capital, and (ii) indirectly, through Cassa depositi e prestiti S.p.A. (controlled in turn by the same Ministry), a shareholding equal to the 35% of the share capital. However, the Ministry is not in any way involved in managing and coordinating Poste Italiane, because the Company makes its management decisions completely autonomously, with due regard for the authority of its corporate bodies. This is confirmed by article 19, paragraph 6 of Decree Law n. 78/2009 (subsequently converted into Law n. 102/2009), which clarified that the rules contained in the Italian Civil Code regarding the management and coordination of companies do not apply to the Italian government.
At the filing of the slates, shareholders shall also provide information which allow the identification of those who submit the slates.
Publication of the slates
The slates will be made available to the public by the Company at its registered office and in this section of the Company's website at least twenty-one days before the date set for the Shareholders' Meeting (i.e. by April 6, 2017) together with:
Only shareholders who, alone or together with other shareholders, result to own at least 1% of the company's share capital are entitled to file a slate. Each shareholder may not submit, also jointly with other shareholders, more than a slate and each candidate may be enlisted only in one slate, under penalty of ineligibility. Preparation, filing and publication of the slates shall be performed in compliance with Article 14 of the corporate bylaws, to which is made reference to for what not expressly provided for here below.
Preparation of the slates
With reference to the preparation of the slates and the composition of the Board of Directors, it shall be noted that:
candidates must be listed in the slates in progressive number;
- pursuant to Article 147-quinquies of the Consolidated Law on Finance, the directors of listed companies must possess the requirements of integrity required for statutory auditors of listed companies, provided by Article 2 of the Decree of the Ministry of Justice, No. 162 of March 30, 2000;
- in addition to the above, the candidates to the office of director must possess the requirements of integrity, including the absence of causes of ineligibility or forfeiture, pursuant to Article 14.3 of the corporate bylaws, as well as the additional requisites specified in the law and regulations in force, in the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane and in the corporate bylaws;
- pursuant to Article 14.4, seventh paragraph, of the corporate bylaws, each slate must include at least two candidates possessing the requirements of independence established by the law (i.e., those provided for the statutory auditors of listed companies), distinctly mentioning such candidates and listing one of them as first in the slate;
- pursuant to Article 14.4, eight paragraph, of the corporate bylaws, the slates which contain a number of candidates equal to or above three shall also include at least one of the candidates of the less-represented gender in one of the first two positions of the slate;
- in the event that Directors leave office before the end of their term, Article 14.5 of the corporate bylaws provides for a mechanism of mandatory cooptation requiring that, whenever possible, such Directors are to be replaced by other candidates belonging to the same slate of the Directors who have left their office;
- in compliance with the recommendations of the Corporate Governance Code for listed companies, the Company adopted a specific policy regarding the maximum number of offices that its members may hold in the boards of directors of other companies of significant size in order to ensure that the persons concerned have sufficient time to effectively perform the role they have in the Board of Directors of Poste Italiane S.p.A.; the document containing this policy can be consulted on the Company's website (www.posteitaliane.it).
Pursuant to Article 147-ter of the Consolidated Law on Finance, the slates – together with the necessary documentation – shall be filed no later than twenty-five days before the Meeting; however, considering that such term would end on a non-working day (i.e. April 2, 2017), it will be postponed to the day after, with deadline on April 3, 2017. The slates shall be filed as follows:
- through delivery by hand of the documentation to Poste Italiane S.p.A.’s Legal and Corporate Affairs/Corporate Affairs Function (at Via dei Crociferi n. 23 - 00187 Rome, from Monday to Friday from 10 a.m. to 5 p.m.), or
- by email to the certified address affari.societari@pec.posteitaliane.it, or
- via fax to +39 06 59585733; together with the filing of the slates, information allowing for the identification of the persons submitting the slates shall also be provided.
The ownership of the minimum percentage of the share capital of the Company required to submit the slates is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed with the Company. The relevant certificate, issued by an authorized intermediary, may also be provided after the filing of the slates but, in any case, no later than twenty-one days before the date of the Meeting (i.e. by April 6, 2017, this being the deadline for the Company to publish the slates).
Slates shall be filed with the Company together with the declarations of the individual candidates under which they accept their candidacy and certify, under their own responsibility, the absence of any cause of ineligibility e incompatibility, as well as their satisfaction of the requirements for their respective offices specified by the law and regulations in force, by the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane and by the corporate bylaws, and the additional documentation required by Article 144-octies, paragraph 1, letter b) of Consob Resolution No. 11971 of May 14, 1999. Please note that the Corporate Governance Code for listed companies recommends to file the slates together with the candidates' declaration of possession of the independence requirements set forth in Article 3 of the same Code, if that is the case.
Please note that Consob, with Communication No. DEM/9017893 of February 26, 2009, recommended to those shareholders who present a minority slate for the election of the Board of Directors to file, together with the slate, a statement “in which it is certified the absence of relationships of affiliation, also indirectly, as provided in Articles 147-ter, paragraph 3, of the Consolidated Law on Finance and in Article 144-quinquies of Consob Resolution No. 11971 of May 14, 1999, with those shareholders who own, also on a jointly basis, a controlling or a relative majority stake, where they can be identified on the basis of the filings of the relevant shareholdings required by Article 120 of the Consolidated Law on Finance or on the basis of the publication of the shareholders’ agreements under Article 122 of the same Law”, specifying the significant relationships, if any, with those shareholders who control or own a relative majority stake in the Company as well as on which grounds such relationships have not been considered significant for the existence of the mentioned relationships of affiliation.
In this respect, please note that, on the basis of the communications made pursuant to Article 120 of the Consolidated Law on Finance and of the shareholders’ ledger, the Company results to be subject to the de jure control of the Ministry of Economy and Finance (the “Ministry”), which owns (i) directly, a shareholding equal to the 29.26% of the share capital, and (ii) indirectly, through Cassa depositi e prestiti S.p.A. (controlled in turn by the same Ministry), a shareholding equal to the 35% of the share capital. However, the Ministry is not in any way involved in managing and coordinating Poste Italiane, because the Company makes its management decisions completely autonomously, with due regard for the authority of its corporate bodies. This is confirmed by article 19, paragraph 6 of Decree Law n. 78/2009 (subsequently converted into Law n. 102/2009), which clarified that the rules contained in the Italian Civil Code regarding the management and coordination of companies do not apply to the Italian government.
At the filing of the slates, shareholders shall also provide information which allow the identification of those who submit the slates.
Publication of the slates
The slates will be made available to the public by the Company at its registered office and in this section of the Company's website at least twenty-one days before the date set for the Shareholders' Meeting (i.e. by April 6, 2017) together with:
- a detailed written information on the personal traits and professional qualifications of the candidates;
- a declaration concerning the possible possession of the requirements of independence provided for by the law (that is to say, those provided for the statutory auditors of listed companies);
- the information on the identity of the Shareholders filing the slates and the indication of their overall percentage in the Company's share capital.
- Information by Poste Italiane S.p.A. to the Shareholders pursuant to 13 of the Code of Personal Data Protection (Legislative Decree 196/2003)
- Slate for the office of Director presented by the Ministry of Economy and Finance
- Ministry of Economy and Finance proposal on Directors’ remuneration
- Slate for the office of Director presented by institutional investors
It shall be noted that, pursuant to Article 25.2, tenth paragraph, of the corporate bylaws, as to the appointment of the Alternate Auditor necessary for the integration of the Board of Statutory Auditors currently in office – following the resignation in the month of January 2017 by the Alternate Auditor Andrea Bonechi, appointed by the Shareholders’ Meeting on May 24, 2016 from the slate of candidates presented by the minority shareholders – the present ordinary Shareholders’ Meeting must resolve with the majority required by the law (without applying the “slate voting” procedure), in any case in a manner that ensures a composition of the Board of Statutory Auditors in accordance with the relevant legal, regulatory and administrative provisions and is also able to ensure compliance with the principle of representation of minorities and the laws in force concerning gender balance.
The candidates for the office of Statutory Auditor must possess the requisites of integrity and professional competence prescribed for the statutory auditors of companies with listed shares by the Minister of Justice’s Decree n. 162 of March 30, 2000, as supplemented by the provisions of article 25.1 of the corporate bylaws, as well as the additional requisites specified in the law and regulations in force and in the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane. As far as the situations of ineligibility and the limits on the number of offices as directors or statutory auditors that may be held by members of the Board of Statutory Auditors is concerned, the provisions of the law and of regulations in force apply.
The shareholders who intend to make proposals for the appointment of the Alternate Auditor are requested to present their candidates, accompanied by:
(i) a declaration of the Shareholders other than those who possess a controlling equity interest, or one representing a relative majority, attesting the absence of relations of affiliation with the latter provided for by article 144-quinquies of Consob Issuer Regulation n. 11971/99.
In this respect, please note that, on the basis of the communications made pursuant to Article 120 of the Consolidated Law on Finance and of the shareholders’ ledger, the Company results to be subject to the de jure control of the Ministry of Economy and Finance (the “Ministry”), which owns (i) directly, a shareholding equal to the 29.26% of the share capital, and (ii) indirectly, through Cassa depositi e prestiti S.p.A. (controlled in turn by the same Ministry), a shareholding equal to the 35% of the share capital. However, the Ministry is not in any way involved in managing and coordinating Poste Italiane, because the Company makes its management decisions completely autonomously, with due regard for the authority of its corporate bodies. This is confirmed by article 19, paragraph 6 of Decree Law n. 78/2009 (subsequently converted into Law n. 102/2009), which clarified that the rules contained in the Italian Civil Code regarding the management and coordination of companies do not apply to the Italian government;
(ii) exhaustive information on the personal and professional characteristics of the candidates, as well as a declaration by the aforesaid candidates attesting their possession of the requisites of professional competence, integrity, and independence prescribed by the law, including regulations, and their acceptance of the candidacy. Considering that, pursuant to article 2400, last paragraph, of the Italian Civil Code, at the time of their appointment and before they accept the office, the Shareholders’ Meeting must be informed of the offices the Statutory Auditors hold on the boards of directors and the boards of statutory auditors of other companies, as well as considering the provisions of article 148-bis of the Consolidated Law on Finance, Shareholders presenting slates are requested to furnish a special declaration in this regard as part of the résumé, and are urged to ensure that it is updated until the day of the Shareholders’ Meeting;
(iii) appropriate documentation certifying the title of shareholders.
In order to enable the participants in the Shareholders’ Meeting to express an informed vote on the basis of the aforesaid information, the shareholders who intend to present proposals for the appointment of an Alternate Auditor are requested to file the related candidacies, together with the documentation referred to above:
The Company reserves the right not to accept the documents sent by fax or email which are illegible or which are submitted with damaged or illegible files. Please indicate in the message accompanying the documents for the submission of the slate a telephone number, a fax number or an email address of the sender.
The foregoing being understood, the candidacies – together with the documentation previously indicated – must be formally presented at the Shareholders’ Meeting before they may be put to a vote according to the following procedures:
The candidates for the office of Statutory Auditor must possess the requisites of integrity and professional competence prescribed for the statutory auditors of companies with listed shares by the Minister of Justice’s Decree n. 162 of March 30, 2000, as supplemented by the provisions of article 25.1 of the corporate bylaws, as well as the additional requisites specified in the law and regulations in force and in the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane. As far as the situations of ineligibility and the limits on the number of offices as directors or statutory auditors that may be held by members of the Board of Statutory Auditors is concerned, the provisions of the law and of regulations in force apply.
The shareholders who intend to make proposals for the appointment of the Alternate Auditor are requested to present their candidates, accompanied by:
(i) a declaration of the Shareholders other than those who possess a controlling equity interest, or one representing a relative majority, attesting the absence of relations of affiliation with the latter provided for by article 144-quinquies of Consob Issuer Regulation n. 11971/99.
In this respect, please note that, on the basis of the communications made pursuant to Article 120 of the Consolidated Law on Finance and of the shareholders’ ledger, the Company results to be subject to the de jure control of the Ministry of Economy and Finance (the “Ministry”), which owns (i) directly, a shareholding equal to the 29.26% of the share capital, and (ii) indirectly, through Cassa depositi e prestiti S.p.A. (controlled in turn by the same Ministry), a shareholding equal to the 35% of the share capital. However, the Ministry is not in any way involved in managing and coordinating Poste Italiane, because the Company makes its management decisions completely autonomously, with due regard for the authority of its corporate bodies. This is confirmed by article 19, paragraph 6 of Decree Law n. 78/2009 (subsequently converted into Law n. 102/2009), which clarified that the rules contained in the Italian Civil Code regarding the management and coordination of companies do not apply to the Italian government;
(ii) exhaustive information on the personal and professional characteristics of the candidates, as well as a declaration by the aforesaid candidates attesting their possession of the requisites of professional competence, integrity, and independence prescribed by the law, including regulations, and their acceptance of the candidacy. Considering that, pursuant to article 2400, last paragraph, of the Italian Civil Code, at the time of their appointment and before they accept the office, the Shareholders’ Meeting must be informed of the offices the Statutory Auditors hold on the boards of directors and the boards of statutory auditors of other companies, as well as considering the provisions of article 148-bis of the Consolidated Law on Finance, Shareholders presenting slates are requested to furnish a special declaration in this regard as part of the résumé, and are urged to ensure that it is updated until the day of the Shareholders’ Meeting;
(iii) appropriate documentation certifying the title of shareholders.
In order to enable the participants in the Shareholders’ Meeting to express an informed vote on the basis of the aforesaid information, the shareholders who intend to present proposals for the appointment of an Alternate Auditor are requested to file the related candidacies, together with the documentation referred to above:
- through delivery by hand at Poste Italiane S.p.A.’s Legal and Corporate Affairs/Corporate Affairs Function (at Via dei Crociferi n. 23 - 00187 Rome, from Monday to Friday from 10 a.m. to 5 p.m.) - ref. “Appointment of an Alternate Auditor” or
- via fax to +39 06 59585733, or
- electronically to the certified mail address affari.societari@pec.posteitaliane.it;
The Company reserves the right not to accept the documents sent by fax or email which are illegible or which are submitted with damaged or illegible files. Please indicate in the message accompanying the documents for the submission of the slate a telephone number, a fax number or an email address of the sender.
The foregoing being understood, the candidacies – together with the documentation previously indicated – must be formally presented at the Shareholders’ Meeting before they may be put to a vote according to the following procedures:
- each candidate will be voted in numerical order with regard to the amount of share capital supporting him or her when the candidacy is presented at the Shareholders’ Meeting;
- each shareholder entitled to vote may vote for no more than one candidate, and any vote expressed in favor of additional candidates will not be considered;
- the first candidate to have obtained an absolute majority of the share capital represented at the Shareholders’ Meeting when the voting on item 8 on the agenda takes place will be considered approved;
- therefore, once one of the candidate presented at the Shareholders’ Meeting has obtained an absolute majority of the share capital represented at the Shareholders’ Meeting when the voting on item 8 on the agenda takes place, it would be superfluous to vote on the other candidates presented.
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 April 27, 2017 is available at the following link:
Minutes of the Shareholders’ Meeting
.
The relevant annexes to the minutes of the Shareholders’ Meeting are available in Italian language at the page: https://www.posteitaliane.it/it/assemblea-2017.html
The relevant annexes to the minutes of the Shareholders’ Meeting are available in Italian language at the page: https://www.posteitaliane.it/it/assemblea-2017.html