Notice of the meeting
Poste Italiane S.p.A.Registered Office in Rome - Viale Europa, n. 190
Share 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 May 24, 2016 at 2 p.m. in Rome, at the “Sala Sinopoli” of the Auditorium Parco della Musica, Viale Pietro de Coubertin n. 30, to discuss and resolve on the followingAgenda
- Poste Italiane S.p.A. Financial Statements for the year ended December 31, 2015. 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, 2015.
- Allocation of net income for the year.
- Determination of the number of directors.
- Complementation of the Composition of the Board of Directors.
- Appointment of the Board of Statutory Auditors.
- Determination of the remuneration of the regular members of the Board of Statutory Auditors.
- Long-term incentive plan 2016-2018 addressed to executives of Poste Italiane S.p.A. and its subsidiaries pursuant to article 2359 of the Italian Civil Code.
- Report on remuneration.
- Additional fees regarding the external audit assignment pursuant to articles 14 and 16 of Legislative Decree n. 39/2010 for the years 2015-2019.
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., May 13, 2016). 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 May 19, 2016), 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 assemblea.delega@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 (i.e., by May 20, 2016) at the following address: SPAFID S.p.A. (Ref. “Proxy Poste Italiane S.p.A. Shareholders’ Meeting”), Foro Buonaparte n. 10, 20121 Milan, Italy. 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 April 23 – 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 May 21, 2016). 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.
Complementation of the Composition of the Board of Directors
When the Company’s shares were listed, the related Prospectus stated – in Risk Factor 4.1.4.16, “Risks connected with the Issuer’s corporate governance system and the deferred application of several provisions of the bylaws” – the following: “The Issuer’s Board of Directors and Board of Statutory Auditors were appointed before the listing, with their terms expiring, respectively, with the approval of the financial statements for the year ended December 31, 2016 and for the year ended December 31, 2015. Therefore, the provisions of the bylaws regarding slate voting for the election of the aforesaid corporate bodies will not be applied until the next election of the same. It should be noted, however, that the Issuer and the Ministry of the Economy and Finance, as far as their respective provinces are concerned, will see that a meeting of the Issuer’s shareholders is held to resolve on the enlargement of the board of directors to 9 members in order to allow the appointment, before the end of its term, of two representatives designated by minority shareholders.”
To this end, the present Shareholders’ Meeting must resolve on the appointment of the two new directors with the majority required by the law and without applying the “slate voting” procedure, which – pursuant to article 14.4, letter f), of the corporate bylaws, is applicable only when an entire new Board of Directors is elected.
In this regard, it should be noted that the current composition of the Board of Directors already complies with the regulations regarding the minimum number of independent directors, there being currently four out of seven of them, as well as those regarding gender balance.
As far as the two new directors are concerned, the Board of Directors – implementing the recommendations of article 1.C.1, letter h) of the Corporate Governance Code of listed companies – has put forward, upon proposal by the Nomination Committee, guidelines on the requisites of professional competence they must possess. These guidelines can be consulted on the Company’s website (www.posteitaliane.it).
The shareholders who intend to make proposals for the new directorships are requested to present their candidates, accompanied by: (i) a résumé for each candidate and exhaustive information regarding his or her personal and professional characteristics, including whether the candidate qualifies as independent pursuant to article 3 of the Corporate Governance Code and article 148, paragraph 3, of Legislative Decree 58/1998; (ii) the declarations in which the individual candidates accept their candidacies and attest, under their responsibility, the absence of causes of ineligibility or forfeiture (including those referred to in article 14.3 of the corporate bylaws) and incompatibility, as well as the existence of the requisites prescribed by the regulations in force and the bylaws for the office of director; and (iii) appropriate documentation certifying the right to present the candidates.
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 election of directors are requested to file the related candidacies, together with the documentation referred to above, 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. “Complementation Board of Directors” - or to send them via fax to +39 06 59585733 or electronically to assemblea.candidaturecda@posteitaliane.it, if possible by the twenty-fifth day preceding the date of the Shareholders’ Meeting (and therefore by April 29, 2016), 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 on individually, 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 two candidates, and any vote expressed in favor of additional candidates will not be considered.
The first two candidates to have individually obtained an absolute majority of the share capital represented at the Shareholders’ Meeting when the voting on item 4 on the agenda takes place will be considered approved.
Therefore, once two of the candidates presented at the Shareholders’ Meeting have individually obtained an absolute majority of the share capital represented at the Shareholders’ Meeting when the voting on item 4 on the agenda takes place, it would be superfluous to vote on the other candidates presented.
Slate voting for the appointment of the Board of Statutory Auditors
The members of the Board of Statutory Auditors, which will consist of three regular Auditors and three substitute Auditors, are elected by a Shareholders’ Meeting on the basis of slates presented by shareholders who, alone or together with other shareholders, possess at least 1% of the share capital. Possession of the minimum equity interest in the Company necessary to present slates is determined on the basis of the shares registered in the shareholder’s name on the date on which the slates are filed at the Company. Pursuant to article 25 of the corporate bylaws, the slates of candidates for the office of Statutory Auditory must be divided into two sections, one for the candidates for the office of regular Statutory Auditor and the other for the candidates for the office of substitute Statutory Auditor, in which the candidates must be listed in numerical order and in no greater number than the members of the body to be elected. The first of the candidates in each section must be listed in the register of chartered accountants and must have worked on statutory external audits of accounts for at least three years.
In accordance with the provisions of the law regarding gender balance, the slates must also include candidates of different genders in both the first two places in the section of the slate regarding the regular Auditors and the first two places in the section of the slate regarding the substitute Auditors.
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 slates must be filed at the Company’s registered office 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 through the section of the Company’s website dedicated to the present Shareholders’ Meeting or via fax to +39 06 59585733 or electronically to assemblea.listecollegio@posteitaliane.it by the twenty-fifth day preceding the date of the Shareholders’ Meeting (i.e., by April 29, 2016). When the slates are filed, information must also be provided that allows the related presenters to be identified.
Together with the slates, the presenting Shareholders must file a declaration containing the information regarding their own identity and specifying the percentage of the share capital they jointly possess. The notice certifying their possession of the aforesaid equity stake may be received by the Company even subsequently to the filing of the slates, provided it does so at least twenty-one days before the date of the Shareholders’ Meeting (i.e., by May 3, 2016).
The slates must also be accompanied, under pain of unacceptability, 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 and (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.
We remind you that those who present a minority slate should also consider the recommendations put forward by the Consob in its Communication n. DEM/9017893 of February 26, 2009.
In the event that, by the twenty-fifth day preceding the date of the Shareholders’ Meeting on single call (i.e., by April 29, 2016) only one slate has been presented, or slates have been presented only by Shareholders who are affiliated pursuant to the law and regulations in force, additional slates may be presented until the third day subsequent to such deadline (i.e., until May 2, 2016) and the aforesaid minimum equity interest for the presentation of slates will be considered reduced by half.
Finally, we remind you that, pursuant to the law and the bylaws, the chairmanship of the Board of Statutory Auditors goes to the regular Statutory Auditor drawn from minority slates.
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 “NIS-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 two trading days before the date set for the Shareholders’ Meeting (i.e., by May 20, 2016). Experts, financial analysts, journalists and other individuals who intend to attend the Meeting must submit their request to the Company by ordinary mail (addressed to Poste Italiane S.p.A. – Legal and Corporate Affairs/Corporate Affairs – Via dei Crociferi no. 23 – 00187 Rome – Ref. “Request to attend the Meeting”), or by fax at no +39 06 59585733, at least two trading days before the date of the Meeting (i.e. by May 20, 2016).
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
The Extract of the Notice of the Meeting was also published by the Company on April 13, 2016 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:
Explanatory report and resolution proposal on the first item of the agenda (Poste Italiane S.p.A. Financial statements for the year ended December 31, 2015. 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 on December 31, 2015)
Explanatory report and resolution proposal on the second item of the agenda (Allocation of the net income of the year)
Explanatory report and resolution proposal on the third item of the agenda (Determination of the number of directors)
Explanatory report on the fourth item of the agenda (Complementation of the composition of the Board of Directors)
Explanatory report on the fifth item of the agenda (Appointment of the Board of Statutory Auditors)
Explanatory report on the sixth item of the agenda (Determination of the remuneration of the regular members of the Board of Statutory Auditors)
Explanatory report nd resolution proposal on the seventh item of the agenda (Long term incentive Plan 2016-2018 addressed to executives of Poste Italiane S.p.A. and its subsidiaries pursuant to Article 2359 of the Italian Civil Code)
Explanatory report nd resolution proposal on the eight item of the agenda (Report on remuneration)
Explanatory report nd resolution proposal on the ninth item of the agenda (Additional fees regarding the external auditor assignment pursuant to articles 14 and 16 of the Legislative Decree n. 39/2010 for the years 2015-2019)
Annual Financial Report 2015
The annual financial report, comprising the draft financial statements and the consolidated financial statements as of December 31, 2015, 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 od the website by April 30, 2016.
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 2015
The Report on corporate governance and ownership structure will be made available to the public in this section of the website by April 30, 2016.
Guidelines on the requisites of professional competence 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 May 3, 2016.
Information document related to the Long term incentive Plan 2016-2018 addressed to executives of Poste Italiane S.p.A. and its subsidiaries pursuant to Article 2359 of the Italian Civil Code
The Information document will be made available to the public at the Company's registered office and in this section of the website by April 23, 2016.
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. 1 ("Poste Italiane S.p.A. Financial Statements for the year ended December 31, 2015. 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, 2015"), 2 ("Allocation of the net income of the year"), 3 ("Determination of the number of directors "), 4 ("Complementation of the Composition of the Board of Directors "), 5 ("Appointment of the Board of Statutory Auditors "), 6 ("Determination of the remuneration of the regular members of the Board of Statutory Auditors ") and 9 ("Additional fees regarding the external audit assignment pursuant to articles 14 and 16 of Legislative Decree n. 39/2010 for the years 2015-2019") shall be published jointly with the Notice of the Meeting, i.e. by April 12, 2016;
- the resolution proposal and the explanatory report on the item 7 of the agenda ("Long-term incentive plan 2016-2018 addressed to executives of Poste Italiane S.p.A. and its subsidiaries pursuant to article 2359 of the Italian Civil Code ") shall be published by April 23, 2016;
- the resolution proposal and the explanatory report on item no. 8 of the agenda ("Report on remuneration ") will be published by May 3, 2016.
Explanatory report and resolution proposal on the first item of the agenda (Poste Italiane S.p.A. Financial statements for the year ended December 31, 2015. 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 on December 31, 2015)
Explanatory report and resolution proposal on the second item of the agenda (Allocation of the net income of the year)
Explanatory report and resolution proposal on the third item of the agenda (Determination of the number of directors)
Explanatory report on the fourth item of the agenda (Complementation of the composition of the Board of Directors)
Explanatory report on the fifth item of the agenda (Appointment of the Board of Statutory Auditors)
Explanatory report on the sixth item of the agenda (Determination of the remuneration of the regular members of the Board of Statutory Auditors)
Explanatory report nd resolution proposal on the seventh item of the agenda (Long term incentive Plan 2016-2018 addressed to executives of Poste Italiane S.p.A. and its subsidiaries pursuant to Article 2359 of the Italian Civil Code)
Explanatory report nd resolution proposal on the eight item of the agenda (Report on remuneration)
Explanatory report nd resolution proposal on the ninth item of the agenda (Additional fees regarding the external auditor assignment pursuant to articles 14 and 16 of the Legislative Decree n. 39/2010 for the years 2015-2019)
Annual Financial Report 2015
The annual financial report, comprising the draft financial statements and the consolidated financial statements as of December 31, 2015, 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 od the website by April 30, 2016.
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 2015
The Report on corporate governance and ownership structure will be made available to the public in this section of the website by April 30, 2016.
Guidelines on the requisites of professional competence 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 May 3, 2016.
Information document related to the Long term incentive Plan 2016-2018 addressed to executives of Poste Italiane S.p.A. and its subsidiaries pursuant to Article 2359 of the Italian Civil Code
The Information document will be made available to the public at the Company's registered office and in this section of the website by April 23, 2016.
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., May 13, 2016). 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 May 19, 2016), 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 May 19, 2016), 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 (i.e. by May 20, 2016):
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 (i.e. by May 20, 2016):
- 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
- by fax, to the following number +39 06 59585733
- by email, to the following email address assemblea.delega@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 (i.e. on May 20, 2016) 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 (i.e. on May 20, 2016) at the following address:
- SPAFID S.p.A. (Ref. “Delega Assemblea Poste Italiane S.p.A.”), Foro Buonaparte no. 10, 20121 Milan.
- by fax, to no. +39 02 875317
- 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 April 23, 2016, 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 May 9, 2016.
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
- 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 May 9, 2016.
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 May 21, 2016) 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:
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 May 21, 2016) 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"
- by fax, to the n. +39 06 59585733
- by email, to the following address assemblea.domande@posteitaliane.it
Title to submission of the slates
Pursuant to Articles 148 and 147-ter of Legislative Decree No. 58 of February 24th , 1998, and pursuant to Article 25 of the Bylaws, the members of the Statutory Auditors are elected by slating vote.
The slates of candidates may be presented only by the shareholders who, alone or together with other shareholders, own the minimum equity interest to the share capital of the Company provided by the Bylaws and by Consob with Regulation (i.e. 1% of the share capital). The ownership of the minimum equity interest to the share capital of the Company required for the purpose of submitting 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.
It should be noted that each Shareholder may neither present nor vote, even indirectly through a third person or trust companies, more than a slate. Shareholders which are part of the same group and those who are part of a shareholders' agreement relating to the shares of the Company may not present or vote, even indirectly through a third person or trust companies, more than a slate. Each candidate may be presented only in one slate, under penalty of ineligibility.
The preparation, filing and publication of the slates shall be made in accordance with the modalities and conditions prescribed or referred to in Article 25 of the Bylaws.
Preparation of the slate
The slates, together with the necessary documentation, shall be filed by the shareholders at the Company, no later than twenty-five days before the Meeting (i.e. by April 29, 2016). Such filing shall be made:
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.
Slates shall be filed together with:
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 May 3, 2016) together with:
Pursuant to Articles 148 and 147-ter of Legislative Decree No. 58 of February 24th , 1998, and pursuant to Article 25 of the Bylaws, the members of the Statutory Auditors are elected by slating vote.
The slates of candidates may be presented only by the shareholders who, alone or together with other shareholders, own the minimum equity interest to the share capital of the Company provided by the Bylaws and by Consob with Regulation (i.e. 1% of the share capital). The ownership of the minimum equity interest to the share capital of the Company required for the purpose of submitting 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.
It should be noted that each Shareholder may neither present nor vote, even indirectly through a third person or trust companies, more than a slate. Shareholders which are part of the same group and those who are part of a shareholders' agreement relating to the shares of the Company may not present or vote, even indirectly through a third person or trust companies, more than a slate. Each candidate may be presented only in one slate, under penalty of ineligibility.
The preparation, filing and publication of the slates shall be made in accordance with the modalities and conditions prescribed or referred to in Article 25 of the Bylaws.
Preparation of the slate
- slates are to be divided into two sections: one for the candidates for the office of regular Statutory Auditor and the other one for candidates for the office of alternate Statutory Auditor; candidates must be listed in progressive number and their number must not exceed that of the members of the body to be elected (i.e. three regular Statutory Auditors and three alternate Statutory Auditors);
- slates shall also include, both in the first two places of the section of the slate relating to the regular statutory auditors, and in the first two places of the section of the slate relating to the alternate statutory auditors, candidates belonging to different genders;
- pursuant to Article 25.2 of the Bylaws, the first candidate on each slate must be a registered auditor and have practiced the profession of legal auditor for a period of no less than three years;
- all candidates must possess the requirements of honorableness and professionalism provided for by Decree No. 162 of March 30th, 2000 of the Minister of Justice, as well as any additional requisites under the law and regulations in force and the Supervisory Regulation of Banca d’Italia applicable to the Company. For the purpose of the provisions of Article 1, paragraph 2, letters b) and c) of such Decree, subjects concerning commercial law, fiscal law, business management and business finance, as well as all subjects and industry sectors relating to communications, telecommunications and information technology, banking, finance and insurance activities, are considered strictly relevant to the activities of the Company;
- candidates must also possess the requirements of independence established - under penalty of ineligibility and decadence - for the office of statutory auditor of listed companies pursuant to Article 148, paragraph 3 of Legislative Decree No. 58 of February 24th, 1998;
- with respect of the limit to the number of offices that members of the Board of Statutory Auditors may hold in management and supervisory bodies, Article 148-bis of Legislative Decree No. 58 of February 24th, 1998 and Articles 144-duodecies and following of Issuer's Regulation (approved by Consob's Resolution No. 11971 of May 14th, 1999), apply.
The slates, together with the necessary documentation, shall be filed by the shareholders at the Company, no later than twenty-five days before the Meeting (i.e. by April 29, 2016). Such filing shall be made:
- by hand delivery of the relevant documentation at the offices of Poste Italiane S.p.A. – Legal and Corporate Affairs/Corporate Affairs – Via dei Crociferi no. 23 – 00187 Rome, from Monday to Friday, from 10.00 a.m. to 5 p.m.;
- through this section of the website with email to the following address assemblea.listecollegio@posteitaliane.it;
- by fax to No. +39 06 5958 5733.
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.
Slates shall be filed together with:
- a declaration containing the information on the identity of the Shareholders presenting the slates and the indication of their overall percentage in the Company's share capital. The communication certifying the ownership of the aforementioned shareholding may also be provided to the Company after the filing of the slates but, in any case, no later than twenty-one days before the date of the Meeting (i.e. no later than May 3, 2016);
- a declaration of the Shareholders others than those who, also jointly, hold a controlling or relative majority shareholding in the Company certifying the absence of any relationships of affiliation with such Shareholders. In rendering such declaration, shareholders are invited to take into account the recommendations made by Consob through Communication DEM/9017893 of February 26th, 2009. In this respect, it should be noted that, on the basis of the communications provided pursuant to Article 120 of Legislative Decree of February 24th, 1998. No. 58, the Company is subject to the de jure control of the Ministry of the Economy and Finance, that owns 64.70% of the share capital (whilst not in any way involved in managing and coordinating the Company, in accordance with the provisions of Article 19, paragraph 6, of Law Decree No. 78/2009, converted with Law No. 102/2009, which clarified that the regulations contained in the Italian Civil Code regarding the management and coordination of companies do not apply to the Italian government);
- an detailed information on the personal traits and professional qualifications of the candidates and a declaration certifying the possession of the professionalism, honorableness and independence requisites provided for by the law and regulations in force and their acceptance of the nomination.
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 May 3, 2016) together with:
- a detailed written information on the personal traits and professional qualifications of the candidates;
- a declaration concerning the possession of the requirements of professionalism, honorableness and independence, provided for by the law and regulations in force;
- a declaration of the Shareholders others than those who hold, also jointly, a controlling or relative majority shareholding in the Company certifying the absence of any relationships of affiliation with such Shareholders, pursuant to Article 144-quinquies of Consob's Resolution No. 11971 of May 14th, 1999;
- 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 Statutory Auditor presented by the Ministry of Economy and Finance
- Slate for the office of Statutory Auditor presented by institutional investors
When the Company’s shares were listed, the related Prospectus stated – in Risk Factor 4.1.4.16, “Risks connected with the Issuer’s corporate governance system and the deferred application of several provisions of the bylaws” – the following:
“The Issuer’s Board of Directors and Board of Statutory Auditors were appointed before the listing, with their terms expiring, respectively, with the approval of the financial statements for the year ended December 31, 2016 and for the year ended December 31, 2015. Therefore, the provisions of the bylaws regarding slate voting for the election of the aforesaid corporate bodies will not be applied until the next election of the same. It should be noted, however, that the Issuer and the Ministry of the Economy and Finance, as far as their respective provinces are concerned, will see that a meeting of the Issuer’s shareholders is held to resolve on the enlargement of the board of directors to 9 members in order to allow the appointment, before the end of its term, of two representatives designated by minority shareholders.”
To this end, the present Shareholders’ Meeting must resolve on the appointment of the two new directors with the majority required by the law and without applying the “slate voting” procedure, which – pursuant to article 14.4, letter f), of the corporate bylaws, is applicable only when an entire new Board of Directors is elected.
In this regard, it should be noted that the current composition of the Board of Directors already complies with the regulations regarding the minimum number of independent directors, there being currently four out of seven of them, as well as those regarding gender balance.
As far as the two new directors are concerned, the Board of Directors – implementing the recommendations of article 1.C.1, letter h) of the Corporate Governance Code of listed companies – has put forward, upon proposal by the Nomination Committee, guidelines on the requisites of professional competence they must possess. These guidelines can be consulted on the Company’s website (www.posteitaliane.it).
The shareholders who intend to make proposals for the new directorships are requested to present their candidates, accompanied by: (i) a résumé for each candidate and exhaustive information regarding his or her personal and professional characteristics, including whether the candidate qualifies as independent pursuant to article 3 of the Corporate Governance Code and article 148, paragraph 3, of Legislative Decree 58/1998; (ii) the declarations in which the individual candidates accept their candidacies and attest, under their responsibility, the absence of causes of ineligibility or forfeiture (including those referred to in article 14.3 of the corporate bylaws) and incompatibility, as well as the existence of the requisites prescribed by the regulations in force and the bylaws for the office of director; and (iii) appropriate documentation certifying the right to present the candidates.
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 election of directors are requested to file the related candidacies, together with the documentation referred to above, 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. “Complementation Board of Directors” - or to send them via fax to +39 06 59585733 or electronically to assemblea.candidaturecda@posteitaliane.it, if possible by the twenty-fifth day preceding the date of the Shareholders’ Meeting (and therefore by April 29, 2016), 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 Company reserves the right not to accept the documents sent via fax or by e-mail that is illegible or transmitted by damaged or illegible files.
Please indicate in the accompanying message of documentation for filing lists a telephone number, fax or e-mail 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 Issuer’s Board of Directors and Board of Statutory Auditors were appointed before the listing, with their terms expiring, respectively, with the approval of the financial statements for the year ended December 31, 2016 and for the year ended December 31, 2015. Therefore, the provisions of the bylaws regarding slate voting for the election of the aforesaid corporate bodies will not be applied until the next election of the same. It should be noted, however, that the Issuer and the Ministry of the Economy and Finance, as far as their respective provinces are concerned, will see that a meeting of the Issuer’s shareholders is held to resolve on the enlargement of the board of directors to 9 members in order to allow the appointment, before the end of its term, of two representatives designated by minority shareholders.”
To this end, the present Shareholders’ Meeting must resolve on the appointment of the two new directors with the majority required by the law and without applying the “slate voting” procedure, which – pursuant to article 14.4, letter f), of the corporate bylaws, is applicable only when an entire new Board of Directors is elected.
In this regard, it should be noted that the current composition of the Board of Directors already complies with the regulations regarding the minimum number of independent directors, there being currently four out of seven of them, as well as those regarding gender balance.
As far as the two new directors are concerned, the Board of Directors – implementing the recommendations of article 1.C.1, letter h) of the Corporate Governance Code of listed companies – has put forward, upon proposal by the Nomination Committee, guidelines on the requisites of professional competence they must possess. These guidelines can be consulted on the Company’s website (www.posteitaliane.it).
The shareholders who intend to make proposals for the new directorships are requested to present their candidates, accompanied by: (i) a résumé for each candidate and exhaustive information regarding his or her personal and professional characteristics, including whether the candidate qualifies as independent pursuant to article 3 of the Corporate Governance Code and article 148, paragraph 3, of Legislative Decree 58/1998; (ii) the declarations in which the individual candidates accept their candidacies and attest, under their responsibility, the absence of causes of ineligibility or forfeiture (including those referred to in article 14.3 of the corporate bylaws) and incompatibility, as well as the existence of the requisites prescribed by the regulations in force and the bylaws for the office of director; and (iii) appropriate documentation certifying the right to present the candidates.
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 election of directors are requested to file the related candidacies, together with the documentation referred to above, 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. “Complementation Board of Directors” - or to send them via fax to +39 06 59585733 or electronically to assemblea.candidaturecda@posteitaliane.it, if possible by the twenty-fifth day preceding the date of the Shareholders’ Meeting (and therefore by April 29, 2016), 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 Company reserves the right not to accept the documents sent via fax or by e-mail that is illegible or transmitted by damaged or illegible files.
Please indicate in the accompanying message of documentation for filing lists a telephone number, fax or e-mail 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 on individually, 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 two candidates, and any vote expressed in favor of additional candidates will not be considered.
- The first two candidates to have individually obtained an absolute majority of the share capital represented at the Shareholders’ Meeting when the voting on item 4 on the agenda takes place will be considered approved.
- Therefore, once two of the candidates presented at the Shareholders’ Meeting have individually obtained an absolute majority of the share capital represented at the Shareholders’ Meeting when the voting on item 4 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 May 24, 2016 is available at the following link:
Minutes of the Shareholders Meeting 2016
The relevant annexes to the minutes of the Shareholders’ Meeting are available in Italian language at the page: https://www2.posteitaliane.it/it/assemblea-2016.html
Minutes of the Shareholders Meeting 2016
The relevant annexes to the minutes of the Shareholders’ Meeting are available in Italian language at the page: https://www2.posteitaliane.it/it/assemblea-2016.html
