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2018 Assembly

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 AND EXTRAORDINARY SHAREHOLDERS’ MEETING

An ordinary and extraordinary Shareholders’ Meeting will be held on single call on 29 May 2018 at 2 p.m. in Rome, at the “Sala Auditorium Capitalis” of the Palazzo dei Congressi, Viale della Pittura n. 50, to discuss and resolve on the following
 
Agenda
Ordinary session:
  1. Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2017. 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 2017.
  2. Allocation of net income for the year.
  3. Remuneration report.
  4. Equity-based incentive plan, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital.  
  5. Authorization for the acquisition and the disposal of own shares. Related resolutions.
  6. Additional fees regarding the external audit assignment related to the Poste Italiane S.p.A. Financial Statements and the consolidated financial statements for each fiscal year of the three-years period 2017-2019 pursuant to articles 13, 14, and 16 of Legislative Decree n. 39/2010.
Extraordinary session:
  1. Change to the Ring-Fenced Capital named “BancoPosta” (BancoPosta’s Ring-Fenced Capital) following the removal of the limitation of purpose with respect to (i) the activities, assets and legally binding agreements constituting the monetics and payment services business branch, as well as (ii) all of the legal relations inherent to back office and anti-money laundering activities. Consequent change to the BancoPosta’s Ring-Fenced Capital Regulations. Further changes to the BancoPosta’s Ring-Fenced Capital Regulations relevant to the rules for the management and control of the BancoPosta’s Ring-Fenced Capital. Consequent and inherent resolutions.
  2. Contribution of new capital instruments by Poste Italiane S.p.A. to BancoPosta’s Ring-Fenced Capital in order to rebalance the leverage ratio. Inherent and consequent resolutions.
 

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, fully paid in, 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., 18 May 2018, so called record date). 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 24 May 2018), 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 proxy
Those 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 7 March 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. – Corporate Affairs/Affari Societari – Viale Europa n. 175 – 00144 Rome, Italy – Ref. “Voting proxy”), or by email to the certified address affari.societari@pec.posteitaliane.it, or via fax to +39 06 59585733. Pursuant to article 11.1 of the corporate bylaws, the proxy may also be notified to the Company electronically up to the beginning of the Shareholders’ Meeting by using the aforesaid section of the Poste Italiane website dedicated to the present Shareholders’ Meeting. Instead of the original, the representative may deliver or transmit to the Company a copy of the proxy, even electronically, certifying under his or her responsibility the conformity of the proxy to the original and the identity of the delegator.              
 
Proxy to the representative appointed by the Company
The proxy may also be granted, without charge for the delegator (except for any shipping costs), 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 (from 9 am to 5 pm), or sent by registered mail with notification of receipt, or sent by courier, to the aforesaid representative by the end of the second trading day preceding the date of the Shareholders’ Meeting (i.e. 25 May 2018) at the following address: SPAFID S.p.A. (Ref. “Proxy Poste Italiane S.p.A. Shareholders’ Meeting 2018”), 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. 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 7 May 2018 – 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 26 May 2018). 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.     
 

DOCUMENTATION

The documentation concerning the items on the agenda provided for by the law and regulations – including, among other things, the reports on the matters on the agenda and the related resolutions proposed, as well as the annual financial report – will be made available to the public, within the time limits provided for by the law, at the Company’s registered office, in the section of its website (www.posteitaliane.it) dedicated to the present Shareholders’ Meeting, and at the authorized storage mechanism “eMarket STORAGE” (www.emarketstorage.com). The Shareholders and, if not the same, the persons entitled to attend the Shareholders’ Meeting have a right to request a copy of it.
 
For detailed information on how and when the documentation regarding the Shareholders’ Meeting will be published, you can consult the section of the Company’s website dedicated to the present Shareholders’ Meeting.
 

OTHER INFORMATION 

The resolutions on the agenda do not entitle to the right of withdrawal.
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. – Corporate Affairs/Affari Societari  – Viale Europa n. 175 – 00144 Rome, Italy –  Ref. “Entitlement to attend Shareholders’ Meeting”) or via fax to +39 06 59585733 at least three trading days before the date set for the Shareholders’ Meeting (i.e. 24 May 2018).
 
Experts, financial analysts, journalists and other individuals who intend to attend the Shareholders’ Meeting must submit their request to the Company by ordinary mail (to Poste Italiane S.p.A. – Corporate Affairs/Affari Societari – Viale Europa n. 175 – 00144 Rome, Italy –  Ref. “Request to attend Shareholders’ Meeting”) or via fax to +39 06 59585733 at least three trading days before the date set for the Shareholders’ Meeting (i.e. 24 May 2018).
 
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
Maria Bianca Farina
 

The Extract of the Notice of the Meeting was also published by the Company on April 28, 2018 on the following newspaper: Il Sole 24 Ore.
 
Explanatory reports and resolution proposals on the items of the agenda

Explanatory report and resolution proposal on the first item of the ordinary Meeting agenda (Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2017. 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 2017)
 
Explanatory report and resolution proposal on the second item of the ordinary Meeting agenda (Allocation of net income for the year)
 
Explanatory report and resolution proposal on the third item of the ordinary Meeting agenda (Remuneration report)
 
Explanatory report and resolution proposal on the fourth item of the ordinary Meeting agenda  (Equity-based incentive plan, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital)
 
Explanatory report and resolution proposal on the fifth item of the ordinary Meeting agenda  (Authorization for the acquisition and the disposal of own shares. Related resolutions)
 
Explanatory report and resolution proposal on the sixth item of the ordinary Meeting agenda  (Additional fees regarding the external audit assignment related to the Poste Italiane S.p.A. Financial Statements and the consolidated financial statements for each fiscal year of the three-years period 2017-2019 pursuant to articles 13, 14, and 16 of Legislative Decree n. 39/2010)
 
Explanatory report and resolution proposal on the first item of the extraordinary Meeting agenda (Change to the Ring-Fenced Capital named “BancoPosta” (BancoPosta’s Ring-Fenced Capital) following the removal of the limitation of purpose with respect to (i) the activities, assets and legally binding agreements constituting the monetics and payment services business branch, as well as (ii) all of the legal relations inherent to back office and anti-money laundering activities. Consequent change to the BancoPosta’s Ring-Fenced Capital Regulations. Further changes to the BancoPosta’s Ring-Fenced Capital Regulations relevant to the rules for the management and control of the BancoPosta’s Ring-Fenced Capital. Consequent and inherent resolutions)
 
Explanatory report and resolution proposal on the second item of the extraordinary Meeting agenda (Contribution of new capital instruments by Poste Italiane S.p.A. to BancoPosta’s Ring-Fenced Capital in order to rebalance the leverage ratio. Inherent and consequent resolutions)
 
Annual Financial Report 2017
 
Report on the corporate governance and on the ownership structure 2017
 
Remuneration report 2018
 
Incentive plan, based upon financial instruments, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital
Pursuant to article 83-sexies of Legislative Decree n. 58 of February 24, 1998 and article 10.1 of the corporate bylaws, shareholders are entitled to attend and to vote at the Shareholders’ Meeting if the Company has received a special notice from an authorized intermediary based on the accounting records at the end of the seventh trading day preceding the date of the Shareholders’ Meeting (i.e., May 18, 2018). 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 24, 2018), 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. May 25, 2018).
  • by mail, to the following address: Poste Italiane S.p.A. – Corporate Affairs/Affari Societari – Ref. "Proxy Vote" Viale Europa, no. 175, 00144 Rome or
  • by fax, to the following number +39 06 59585733 or
  • by certified email, to the following email address affari.societari@pec.posteitaliane.it
Pursuant to Article 135-novies, paragraph 6, of Legislative Decree no. 58 of February 24, 1998, and Article 11.1 of the Corporate Bylaws, the proxy can be transmitted to the Company even electronically, up to the beginning of the Meeting, through the appropriate webpage Electronic proxy notification of this website, filling all the blanks of the pdf document present in that webpage and attaching the same proxy.

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.

‪Information by Poste Italiane S.p.A. to the Shareholders pursuant to 13 of the Code of Personal Data Protection (Legislative Decree 196/2003)
The proxy may also be given, without charge for the delegator (except for any shipping costs), 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, according to the modalities indicated in the notice of the Meeting, no later than the end of the second trading day before the Meeting (i.e. May 25, 2018), at the following address:
  • SPAFID S.p.A. (Ref. “Proxy Poste Italiane S.p.A. Shareholders’ Meeting 2018”), Foro Buonaparte no. 10, 20121 Milan. A copy of the proxy, together with a statement certifying the conformity of the proxy to the original, may be anticipated to the representative appointed by the Company, by May 25, 2018, or
  • by email, to the following address assemblee@pec.spafid.it.
The proxy and the voting instructions may be revoked within the said term and with the modalities indicated above.
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.
‪Information by Poste Italiane S.p.A. to the Shareholders pursuant to 13 of the Code of Personal Data Protection (Legislative Decree 196/2003)
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 May 7, 2018, 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:
  • by ordinary mail to the following address: Poste Italiane S.p.A. – Corporate Affairs/Affari Societari – Viale Europa no. 175 – 00144 Roma – Ref. “Integration of the agenda" and/or "Resolution proposals" or
  • by fax, to the n. +39 06 59585733 or
  • by email, to the following address assemblea.integrazioneodg@posteitaliane.it
The Company reserves the right not to accept the requests to add items on the agenda sent via fax or via e-mail which are illegible of sent with damaged files or otherwise illegible. Please indicate in the message accompanying the request to add items on the agenda a telephone or a fax number or an email address of the sender.
It is reminded that, pursuant to Article 126-bis, paragraph 4, of Legislative Decree no. 58 of 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 14, 2018.
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 by Poste Italiane S.p.A. to the Shareholders pursuant to 13 of the Code of Personal Data Protection (Legislative Decree 196/2003)
‪Information by Poste Italiane S.p.A. to the Shareholders pursuant to 13 of the Code of Personal Data Protection (Legislative Decree 196/2003) 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 26, 2018) 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. – Corporate Affairs/Affari Societari – Viale Europa no. 175 – 00144 Roma – Ref. “Questions before the Meeting" or
  • by fax, to the n. +39 06 59585733 or
  • by email, to the following address assemblea.domande@posteitaliane.it
In order to allow the identification by the Company, together with the questions, the persons concerned shall indicate their name and surname, place and date of birth, Tax identification number, e-mail address and telephone number.

‪Information by Poste Italiane S.p.A. to the Shareholders pursuant to 13 of the Code of Personal Data Protection (Legislative Decree 196/2003)
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.
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 29, 2018 is available at the following link: Minutes of the Shareholders’ Meeting .
The relevant annexes to the minutes of the Shareholders’ Meeting are available in Italian language at the page: https://www.posteitaliane.it/it/assemblea-2018.html