Poste Italiane S.p.A.: outcome of the extraordinary shareholders’ meeting of 18 june 2026
Approval of the granting of the delegation to the board of directors to increase the share capital for the purposes of the voluntary public tender and exchange offer launched by Poste Italiane S.p.A. on the shares of Telecom Italia S.p.A.
THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY COUNTRY WHERE ITS DISCLOSURE, PUBLICATION OR
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The extraordinary Shareholders’ Meeting of Poste Italiane S.p.A. (“Poste Italiane”, “Poste” or the “Company”), chaired by Silvia Maria Rovere, was held today in Rome.
It is pointed out that – pursuant to applicable law and Article 11.6 of the Company’s by-laws – the Shareholders’ participation took place exclusively through the Appointed Representative pursuant to Article 135-undecies of the D.Lgs. No. 58/1998 (“Consolidated Financial Act”), to which proxies/subproxies were also conferred pursuant to Article 135- novies of the Consolidated Financial Act, as an exception to Article 135-undecies, paragraph 4, of the Consolidated Financial Act.
The Shareholders’ Meeting, with the favourable vote of 99.81% of the shareholders present, approved the proposal relating to the sole item on the agenda and, therefore, resolved to grant the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the authority to increase the share capital for cash consideration, in one or more tranches and in divisible form, with the exclusion of the option rights pursuant to Article 2441, fourth paragraph, first sentence, of the Italian Civil Code, by 31 December 2026, for a maximum aggregate nominal amount of Euro 371,986,879, plus share premium, with the issuance of a maximum number of 371,986,879 ordinary shares of the Company, with no indication of nominal value, having regular rights and the same characteristics as the Company’s ordinary shares outstanding on the issue date to serve the voluntary public tender and exchange offer for all outstanding shares relating to the shares of Telecom Italia S.p.A., announced by the Company through the notice pursuant to Article 102, paragraph 1, of Legislative Decree No. 58 of 24 February 1998 on 22 March 2026 and launched on 10 April 2026.
For further information:
Poste Italiane S.p.A. Investor Relations Poste Italiane S.p.A. Media Relations
Tel. +39 06 5958 4716 Tel. +39 06 5958 2097
Mail: investor.relations@posteitaliane.it Mail: ufficiostampa@posteitaliane.it
THE INFORMATION PROVIDED IN THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OF AMERICA, OR IN ANY OTHER COUNTRY IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
Securities cannot be offered or sold in the United States of America unless they have been registered pursuant to the United States Securities Act of 1933, as subsequently amended (the “U.S. Securities Act”) or in reliance on an exemption from the registration requirements of the U.S. Securities Act. The securities offered in the context of the transaction described in this document will not be registered pursuant to the U.S. Securities Act, or the securities laws of any state or other jurisdiction of the United States of America. Poste Italiane does not intend to carry out a public offer of securities in the United States of America. Poste Italiane reserves the right to extend the Offer in the United States in the form of a private placement addressed solely to certain “qualified institutional buyers”, or “QIBs”, as defined in Rule 144A under U.S. Securities Act, in reliance on the exemption from registration provided for private placements by Section 4(a)(2) under the U.S. Securities Act.