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NOTICE OF THE MEETING

Poste Italiane S.p.A.
Registered Office in Rome 00144 - Viale Europa, n. 190
Share Capital € 1,306,110,000.00 fully paid in
Taxpayer Identification and Rome Company Register n. 97103880585/1996
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 8 May 2023 at 9:30 a.m. in Rome, at the premises of the Company located in Viale Europa n. 175, to discuss and resolve on the following

 
Agenda

  1. Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2022. 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 2022.
  2. Allocation of net income for the year.
  3. Determination of the number of the members 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, by the slate voting system and in line with the applicable provisions of law and by-laws.
  6. Election of the Chairman of the Board of Directors.
  7. Determination of the compensation of the members of the Board of Directors.
  8. Report on the 2023 remuneration policy.
  9. Report on amounts paid in the year 2022.
  10. Equity-based incentive plans.  
  11. Authorization for the acquisition and the disposal of own shares, serving the equity-based incentive plans. Related resolutions.
 
It should be noted that the provisions of this notice of call are in line with the provisions of article 106, paragraph 4, of the Law Decree no. 18 of 17 March 2020 (the “Law Decree 18/2020”), converted with amendments by article 1, paragraph 1, of the Law 24 April 2020 No. 27 (the effectiveness of which was extended, lastly, by Law Decree 29 December 2022 No. 198, in turn converted with amendments by Law 24 February 2023, No. 14). 
 
 
MODALITIES OF CARRYING-OUT OF THE SHAREHOLDERS’ MEETING PURSUANT TO LAW DECREE NO. 18 OF 17 MARCH 2020
The Company has decided to avail itself of the faculty established by article 106, paragraph 4, of the Law Decree no. 18 of 17 March 2020 (the “Law Decree 18/2020”) providing that the attendance of the Shareholders’ Meeting shall be only permitted through the representative appointed by the Company pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the corporate bylaws – i.e., Monte Titoli  S.p.A., whose registered office is in Milan (“Monte Titoli” or the “Appointed Representative”) – as subsequently indicated in the paragraph “Modalities of attendance of the Shareholders’ Meeting”.
Pursuant to the Law Decree 18/2020, without prejudice to the indications related to the attendance of the Shareholders’ Meeting of those entitled to vote, the other parties entitled to be present at the Shareholders Meeting (Chairman, Notary, Appointed Representative, Directors and Standing Auditors), or authorized to attend the Meeting by the Chairman (employees and partners of the Company, representatives of the external audit firm), shall attend the Shareholders' Meeting by audio-conferencing means (with the methods communicated to them individually) which also guarantee their identification, not being needed in any case the simultaneous presence in the same venue of the Chairman and of the Notary.
It will not be possible to participate in the Shareholders’ Meeting by electronic means nor to vote by correspondence.
 
 
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. As of today, the Company holds no. 7,535,991 own shares, representing 0.5770% of the Company’s share capital.
 
 
ENTITLEMENT TO ATTEND AND TO VOTE AT THE SHAREHOLDERS’ MEETING
Pursuant to article 83-sexies of the Consolidated Law on Finance and article 10.1 of the corporate bylaws, shareholders are entitled to attend and to vote at the Shareholders’ Meeting – according to terms and modalities indicated in the subsequent paragraph of this Notice – 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., 26 April 2023). 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 3 May 2023), 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

A.           PROXY PURSUANT TO ARTICLE 135-UNDECIES OF THE CONSOLIDATED LAW ON FINANCE (THE “PROXY TO THE APPOINTED REPRESENTATIVE”)
Pursuant to article 106, paragraph 4, of the Law Decree 18/2020, the attendance of the Shareholders’ Meeting of those entitled to vote shall be only permitted through Monte Titoli S.p.A., as 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.
The Proxy to the Appointed Representative pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the corporate bylaws – to be granted without charge for the delegator (except for any shipping costs) – must contain voting instructions regarding all or some of the items on the agenda.
In this regard, shareholders shall 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.
The above proxy, containing voting instructions – together with a copy of a 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 –  must be provided to the Appointed Representative by the end of the second trading day preceding the date of the Shareholders’ Meeting (i.e. 4 May 2023), according to one of the following alternative manner:
  • transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”) 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: Monte Titoli S.p.A. – k.a. Ufficio Register & AGM Services, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”).
  • notification to the Appointed Representative electronically through the section of the website dedicated to this Shareholders' Meeting.
The Proxy to the Appointed Representative and the instructions granted may be revoked by the aforesaid deadline in the ways specified above. 
The Proxy to the Appointed Representative 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.
 
B.            PROXY AND/OR SUBPROXY PURSUANT TO ARTICLE 135-NOVIES OF THE CONSOLIDATED LAW ON FINANCE (THE “ORDINARY PROXY”)
Alternatively, pursuant to article 106, paragraph 4, of the Law Decree 18/2020, to Monte Titoli S.p.A. may also be granted proxies and/or sub-proxies pursuant to article 135-novies of Consolidated Law on Finance, as an exception to art. 135-undecies, paragraph 4, of the same Consolidated Law on Finance.  
To this end, the appropriate proxy/sub-proxy form available in the section of the Company's website (www.posteitaliane.it) dedicated to the present Shareholders’ Meeting may be used.
The Ordinary Proxy (or the sub-proxy) –  together with a copy of a 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 – must be provided to the Appointed Representative according to one of the following alternative manner:
  • transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”) 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: Monte Titoli S.p.A. – k.a. Ufficio Register & AGM Services, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”).
The Ordinary Proxy may contain voting instructions regarding all or some of the items on the agenda, being understood that Monte Titoli 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 Monte Titoli 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 preferably no later than 6:00 p.m. of 7 May 2023.
The Ordinary Proxies and the connected instructions may be revoked up to the beginning of the Meeting, sending a message to the email address RD@pec.euronext.com.
 
Any clarification connected to the granting of the proxy to the Appointed Representative (particularly with respect to the filling in of the form of proxy, the voting instructions and their transmission) may be requested to Monte Titoli S.p.A. by email to the address RegisterServices@euronext.com or by telephone at the number +39.02. 33635810 (active on week days from 9:00 a.m. to 5:00 p.m.).
 
ADDITIONS TO THE AGENDA AND PRESENTATION OF NEW PROPOSALS FOR RESOLUTIONS BY SHAREHOLDERS OWNING AT LEAST 2.5% OF THE SHARE CAPITAL (PURSUANT TO ARTICLE 126-BIS, PARAGRAPH 1, FIRST SENTENCE, OF THE CONSOLIDATED LAW ON FINANCE)
Pursuant to article 126-bis, paragraph 1, first sentence, of the Consolidated Law on Finance, shareholders representing, even jointly, at least 2.5% of the share capital may request, in writing and within the term of ten days from the publication of the present notice – in this regard, taking into account that this term would expire on 8 April 2023, i.e. Saturday before the national holiday coinciding with Easter, this term is postponed to Tuesday 11 April 2023 – 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. 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 on matters already on the agenda of the Shareholders’ Meeting, 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.    
 
      
SUBMISSION OF RESOLUTION PROPOSALS (PURSUANT TO ARTICLE 126-BIS, PARAGRAPH 1, THIRD SENTENCE, OF THE CONSOLIDATED LAW ON FINANCE)
Following the terms and modalities of attendance of the Shareholders’ Meeting above indicated – with respect to the provisions of article 126-bis, paragraph 1, third sentence, of the Consolidated Law on Finance, according to which those with voting rights may individually present resolution proposals in the Shareholders’ Meeting – the Company also 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 21 April 2023, so that those with voting rights may view them for the purpose of granting proxies and/or sub-proxies to the Appointed Representative, with relative voting instructions (as previously indicated in the paragraph “Modalities of attendance of the Shareholders’ Meeting”);
  • 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, relevant to their participation rights;
  • the Company shall provide to promptly (and, in any case, by 24 April 2023) publish in a specific section of the website the proposals sent within the terms above indicated, 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.
 
 
THE RIGHT TO ASK QUESTIONS BEFORE THE SHAREHOLDERS’ MEETING
Pursuant to article 127-ter, paragraph 1-bis, of the Consolidated Law on Finance, questions regarding the items on the agenda may 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 by the date indicated in article 83-sexies, paragraph 2, of the Consolidated Law on Finance (i.e., by the seventh trading day preceding the date of the Shareholders’ Meeting, and therefore by 26 April 2023). In order to allow those entitled to vote to cast their vote through the Appointed Representative, while also taking into account the feedback the Company has provided to these questions, the latters received by the term above indicated will be answered at latest four days prior to the Shareholders' Meeting (i.e., by 4 May 2023) by publication in a specific section of the Company website. 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 and Corporate Governance Committee, guidelines on the size and composition of the new Board of Directors, in compliance with recommendations of the Corporate Governance Code (Article 4, Principle XIII, Recommendation No. 23), which the Company decide to comply with notwithstanding the above Recommendation is addressed to the companies other than those ones with concentrated ownership. These guidelines can be consulted on the Company's web site (www.posteitaliane.it). At this regard, again according to the indication for companies other than those with concentrated ownership in the same above-mentioned Recommendation of the Corporate Governance Code, shareholders submitting a slate with a number of candidates that is higher than half the number of members to be elected are also suggested (i) to provide adequate information on the compliance of the slate with the board guidelines mentioned above, and (ii) to identify its candidate for the chairmanship of the board, whose appointment is conducted according to the company’s bylaws.
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 fulfil the additional requisites and criteria specified (i) in the law and regulations in force (including, inter alia, the Minister of Economy and Finance’s Decree n. 169 of 23 November 2020, “Regulation on the requirements and eligibility criteria for the performance of the office of corporate officers of banks, financial intermediaries, trust companies, electronic money institutions, payment institutions and depositor guarantee systems”, hereinafter also the “DM 169/2020”), (ii) in the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane (following, among other things, both the activities carried out through the BancoPosta’s Ring-Fenced Capital and the circumstance that Poste Italiane owns the entire share capital of PostePay S.p.A., an electronic money institution), and (iii) 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 and Article 147-ter, paragraph 1-ter, of the Consolidated Law on Finance, the slates which contain a number of candidates equal to or above three shall also include candidates belonging to different genders, in order to ensure the presence in the Board of Directors of at least two fifths of members of the less-represented gender, rounded, in the case of a fractional number, to the higher unit;
  • 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 (Recommendation No. 15), as well as with the provisions of te DM 169/2020, the Board of Directors adopted a specific guideline regarding the maximum number of offices that its members may hold in the corporate bodies of other companies (including listed companies and those ones 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 guideline 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 (i.e. by 13 April 2023). The slates must be filed at the Company’s registered office (i) through delivery by hand of the documentation to Poste Italiane S.p.A.’s Corporate Affairs/Affari Societari department (at Viale Europa n. 175 - 00144 Rome, from Monday to Friday possibly from 10 am to 6 pm), or electronically (ii) by email to the certified address affari.societari@pec.posteitaliane.it; 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 17 April 2023, 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 of honorableness, professionalism, and independence (also pursuant to Recommendation No. 7 of the Corporate Governance Code), including judgment, and the fulfilment of criteria of integrity and competence for their respective office specified by the law and regulations in force (including the DM 169/2020), 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 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.
For any further information on the appointment of the Board of Directors, shareholders are invited to read the explanatory report prepared by the same Board of Directors on the relevant item on the agenda.
 
 
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 – is 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.it).
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.
 
 
OTHER INFORMATION 
The Company recommends the use of the long-distance communication modalities indicated in this notice.
Lastly, the Company reserves the right to make and communicate integrations and/or changes to the content of this notice in due advance.
 
The extract of the Notice of the Meeting is also published by the Company on 30 March 2023 on the newspaper “Il Sole 24 Ore”.

Rome, 29 March 2023
 
The Chairman of the Board of Directors
Maria Bianca Farina 

 

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 explanatory reports on the items of the agenda no. 3 (“Determination of the number of the members 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, by the slate voting system and in line with the applicable provisions of law and by-laws”), 6 (“Election of the Chairman of the Board of Directors”), and 7 (“Determination of the compensation of the members of the Board of Directors”) will be published jointly with the Notice of the Meeting, i.e. by 29 March 2023;
  • the resolution proposals and the explanatory reports on item of the agenda no. 1 ("Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2022. 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 2022"), 2 ("Allocation of the net income of the year "), and 10 (“Equity-based incentive plans”) will be published by 8 April 2023;
  • the resolution proposals and the explanatory reports on item of the agenda no. 8 (“Report on the 2023 remuneration policy”), 9 ("Report on amounts paid in the year 2022"), and 11 (“Authorization for the acquisition and the disposal of own shares, serving the equity-based incentive plans. Related resolutions”) will be published by 17 April 2023.
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 Meeting agenda (Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2022. 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 2022)
 
Explanatory report and resolution proposal on the second item of the Meeting agenda (Allocation of net income for the year)
 
Explanatory report and resolution proposal on the third item of the Meeting agenda (Determination of the number of the members of the Board of Directors)
 
Explanatory report and resolution proposal on the fourth item of the Meeting agenda (Determination of the term of the Board of Director)
 
Explanatory report on the fifth item of the Meeting agenda (Election of the members of the Board of Directors, by the slate voting system and in line with the applicable provisions of law and by-laws)
 
Explanatory report on the sixth item of the Meeting agenda (Election of the Chairman of the Board of Directors)
 
Explanatory report on the seventh item of the Meeting agenda (Determination of the compensation of the members of the Board of Directors)
 
Explanatory report and resolution proposal on the eigth item of the Meeting agenda (Report on the 2023 remuneration policy)
 
Explanatory report and resolution proposal on the ninth item of the Meeting agenda (Report on amounts paid in the year 2022)
 
Explanatory report and resolution proposal on the tenth item of the Meeting agenda (Equity-based incentive plans)
 
Explanatory report and resolution proposal on the eleventh item of the Meeting agenda (Authorization for the acquisition and the disposal of own shares, serving the equity-based incentive plans. Related resolutions)
 
 
Annual Financial Report 2022
The annual financial report, comprising the draft financial statements and the consolidated financial statements as of 31 December 2022, 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 17 April 2023.
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 2022
The Report on corporate governance and ownership structure will be made available to the public in this section of the website by 17 April 2023.
 
Report on the 2023 remuneration policy and on the amounts paid in 2022
The Report on the 2023 remuneration policy and on the amounts paid in 2022 will be made available to the public at the Company's registered office and in this section of the website by 17 April 2023.
 
Remuneration Highlights 2023
 
Equity-based incentive plans
The information document on the equity-based incentive Plans will be made available to the public at the Company's registered office and in this section of the website by 8 April 2023.
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, the effectiveness of which was extended, lastly, by Law Decree 29 December 2022 No. 198, in turn converted with amendments by Law 24 February 2023, No. 14, 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., 26 April 2023). 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 3 May 2023), 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”)
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 the effectiveness of which was extended, lastly, by Law Decree 29 December 2022 No. 198, in turn converted with amendments by Law 24 February 2023, No. 14 – the attendance of the Shareholders’ Meeting of those entitled to vote shall be only permitted through Monte Titoli S.p.A. (“Monte Titoli” 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 be 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. 4 May 2023) according to one of the following alternative manner:
  • transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”) 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: Monte Titoli S.p.A. – k.a. Ufficio Register & AGM Services, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”).
  • electronic notification through this link to the section of the Appointed Representative website dedicated to this Shareholders' Meeting.
     
The proxy and the voting instructions may be revoked within the said term (i.e. by 4 May 2023) and with the modalities indicated above.

Any clarification connected to the granting of the proxy to the Appointed Representative (particularly with respect to the filling in of the form of proxy, the voting instructions and their transmission) may be requested to Monte Titoli S.p.A. by email to the address RegisterServices@euronext.com or by telephone at the number +39.02. 33635810 (active on week days from 9:00 a.m. to 5:00 p.m.).
 
  1. 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 Monte Titoli 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 Monte Titoli – 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 RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”) 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: Monte Titoli S.p.A. – k.a. Ufficio Register & AGM Services, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting 2023”).
The Ordinary Proxy may contain voting instructions regarding all or some of the items on the agenda, being understood that Monte Titoli 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 Monte Titoli 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 preferably no later than 6:00 p.m. of 7 May 2023.
The Ordinary Proxies and the connected instructions may be revoked up to the beginning of the Meeting, sending a message to the email address RD@pec.euronext.com.

Any clarification connected to the granting of the proxy to the Appointed Representative (particularly with respect to the filling in of the form of proxy, the voting instructions and their transmission) may be requested to Monte Titoli S.p.A. by email to the address RegisterServices@euronext.com or by telephone at the number +39.02. 33635810 (active on week days from 9:00 a.m. to 5:00 p.m.).


Form of the Ordinary Proxy
Information on processing of personal data
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, – in this regard, taking into account that this term would expire on 8 April 2023, i.e. Saturday before the national holiday coinciding with Easter, this term is postponed to 11 April 2023 – 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 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 23 April 2023.

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 21 April 2023, so that those with voting rights may view them for the purpose of granting proxies and/or sub-proxies to the Appointed Representative, with relative voting instructions (as indicated in the webpage “Modalities of attendance of the Shareholders’ Meeting”);
  • 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, relevant to their participation rights;
  • the Company shall provide to promptly (and, in any case, by 24 April 2023) 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.

Sixth and seventh items on the agenda - Ministry of Economy and Finance proposals
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 26 April 2023) 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, or to the address affari.societari@pec.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 or e-mail address of the sender.

In order to allow those entitled to vote to cast their vote through the Appointed Representative, while also taking into account the feedback the Company has provided to these questions, the latters received by the term above indicated will be answered at latest four days prior to the Shareholders' Meeting (i.e., by 4 May 2023) by publication in this section of the Company website.


Questions and answers before the Shareholders’ Meeting 2023
Information on processing of personal data
Pursuant to Legislative Decree no. 58 of 24 February 1998 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 and Corporate Governance Committee, guidelines on the size and composition of the new Board of Directors, in compliance with recommendations of the Corporate Governance Code (Article 4, Principle XIII, Recommendation No. 23), which the Company decided to copmly with notwithstanding the above Recommendation is addressed to the companies other than those ones with concentrated ownership. These guidelines can be consulted on the Company's web site (www.posteitaliane.it). At this regard, again according to the indication for companies other than those with concentrated ownership in the same above-mentioned Recommendation of the Corporate Governance Code, shareholders submitting a slate with a number of candidates that is higher than half the number of members to be elected are also suggested (i) to provide adequate information on the compliance of the slate with the board guidelines mentioned above, and (ii) to identify its candidate for the chairmanship of the board, whose appointment is conducted according to the company’s bylaws.

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 Legislative Decree no. 58 of 24 February 1998, 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 fulfilment of additional requisites and criteria specified (i) in the law and regulations in force (including, inter alia, the Minister of Economy and Finance’s Decree n. 169 of 23 November 2020, “Regulation on the requirements and eligibility criteria for the performance of the office of corporate officers of banks, financial intermediaries, trust companies, electronic money institutions, payment institutions and depositor guarantee systems”, hereinafter also the “DM 169/2020”), (ii) in the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane (considering, among other things, both the activities carried out through the BancoPosta’s Ring-Fenced Capital and the circumstance that Poste Italiane owns the entire share capital of PostePay S.p.A., an electronic money institution), and (iii) 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 and Article 147-ter, paragraph 1-ter, of Legislative Decree no. 58 of 24 February 1998, the slates which contain a number of candidates equal to or above three shall also include candidates belonging to different genders, in order to ensure the presence in the Board of Directors of at least two fifths of members of the less-represented gender, rounded, in the case of a fractional number, to the higher unit, as established with this respect by Article 144-undecies.1, paragraph 3, of Consob Resolution No. 11971 of 14 May 1999);
  • 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.
Filing of the slates
Pursuant to Article 147-ter of Legislative Decree no. 58 of 24 February 1998, the slates – together with the necessary documentation – shall be filed no later than twenty-five days before the Meeting, i.e. by 13 April 2023.
The slates must be filed at the Company’s registered office:
  1. through delivery by hand of the documentation to Poste Italiane S.p.A.’s Corporate Affairs/Affari Societari department (at Viale Europa n. 175 - 00144 Rome, from Monday to Friday possibly from 10 am to 6 pm); or
  2. electronically by email to the certified address affari.societari@pec.posteitaliane.it.
Together with the filing of the slates, information allowing for the identification of the persons submitting the slates shall also be provided.

The Company reserves the right not to accept the documents sent by 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 or an email address of the sender.

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 17 April 2023, 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 of honorableness professionalism and independence (also pursuant to Recommendation No. 7 of the Corporate Governance Code), including judgment, and the fulfilment of criteria of integrity and competence for their respective offices specified (i) by the law and regulations in force (including the DM 169/2020), (ii) by the Bank of Italy’s Supervisory Regulations applicable to Poste Italiane (considering both the activities carried out through the BancoPosta’s Ring-Fenced Capital and the circumstance that Poste Italiane owns the entire share capital of PostePay S.p.A., an electronic money institution), and (iii) by the corporate bylaws, and the additional documentation required by Article 144-octies, paragraph 1, letter b) of Consob Resolution No. 11971 of 14 May 1999 (including detailed information on the personal traits and professional qualifications of the candidates).

Please note that Consob, with Communication No. DEM/9017893 of 26 February 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 Legislative Decree no. 58 of 24 February 1998 and in Article 144-quinquies of Consob Resolution No. 11971 of 14 May 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 Legislative Decree no. 58 of 24 February 1998 or on the basis of the publication of the shareholders’ agreements under Article 122 of the same Decree”, 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 Legislative Decree no. 58 of 24 February 1998 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, directly, a shareholding equal to the 29.26% of the share capital;  please also note that Cassa depositi e prestiti S.p.A. (a company controlled in turn by the same Ministry) owns a further shareholding equal to the 35% of the share capital of the Company. 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 17 April 2023) 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.
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.


Slate no. 1 - Ministry of Economy and Finance
Slate no. 2 - Institutional investors
Guidelines on the size and composition of the Board of Directors
Information on processing of personal data
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. 7,535,991 own shares, representing 0.5770% of the Company’s share capital.
Poste Italiane: resolutions of the Shareholders’ Meeting 2023
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 8 May 2023 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-2023.html
 
 
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Company Information Poste Italiane SpA
  • Share Capital: 1,306,110,000 Euros fully paid
  • TIN and Companies Register of Rome no. 97103880585
  • Economic and Administrative Index (REA) no. 842633
  • VAT no. 01114601006
Registered Office
  • Viale Europa, 190 - 00144 Roma
  • Tel. +39 06 5958.1
  • Fax +39 06 5958.9100

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