• TG Poste

People Strategy

The People Strategy aims to promote an inclusive and sustainable model, capable of enhancing skills, experience and generational diversity, while strengthening organisational cohesion and long-term value creation. The People Strategy is developed on the basis of the six principles outlined below.

Collaboration, trust and proximity

Poste Italiane promotes an organisational culture based on mutual trust, collaboration and proximity, valuing knowledge sharing, quality of relations and territorial protection as distinctive elements of its model.

Innovation

Innovation is understood as a continuous and inclusive process, involving all people along the entire career path. The integration of experience, skills and digital technologies strengthens the Company's ability to evolve, experiment and improve, in a vision that keeps people at the centre of the transformation.

Equity and merit

Poste Italiane adopts a model of valuing people based on fairness and recognition of merit, guaranteeing equal opportunities for development and growth throughout the entire professional career path. Skills, commitment and results are the guiding criteria for the valorisation of the individual contribution, in line with the strategic objectives of the Company.

Transparency and integrity

Transparency and integrity guide the daily actions of the Company and its people. Poste Italiane promotes conducts based on fairness, consistency and respect, ensuring clear and accessible processes and fostering a culture of responsibility that enhances the quality of decisions and the Group's reputation.

Health and safety

Health and safety protection is a structural element of the People Strategy. Poste Italiane invests in safe working environments, adopting a preventive approach and focusing on people's overall well-being.

Inclusive well-being and welfare

People's well-being is considered a strategic lever for the sustainability and competitiveness of the Company. Poste Italiane adopts an inclusive welfare model, capable of responding to needs that evolve over time and of supporting the balance between professional and personal life. Enhancing individual and collective well-being contributes to increase motivation, engagement and professional longevity.

The Shareholders' Meeting of 27 April 2026 will determine, in accordance with the resolution process, the remuneration pursuant to Article 2389, paragraph 1 of the Italian Civil Code. It should also be noted that the Board of Directors appointed for the 2026-2028 term of office shall determine, in accordance with the decision procedure, the remuneration pursuant to art. 2389, paragraph 3 of the Italian Civil Code, for the office of Chairperson of the Board of Directors.

It is understood that the Board of Directors may vary the remuneration, if necessary, with respect to that resolved for the 2023-2025 term of office, also taking into account specific market benchmarking.

The total fixed remuneration is defined as a maximum of € 1,678,000 gross per year.

The variable remuneration of the CEO consists of the short-term variable incentive scheme (“MBO” STI), the 2026-2028 Performance Share LTIP and the Three-year Phantom Stock Option Plan. These plans enable the Company to maintain an ongoing link between variable remuneration and performance over the short and long-term, strengthening the alignment with investors’ interests, also in consideration of the payment of the incentive mainly in Poste Italiane’s financial instruments.

It is worth remembering that the operating mechanisms and award proportions of the short-term (“MBO”) and long-term (Performance Share LTIP) variable incentive system are defined in line with those approved in 2025. The annual target award percentage of the three-year Phantom Stock Option Plan is limited to 20% of the fixed component and is aimed at making the Chief Executive Officer's remuneration package more consistent with the scope of activities supervised and the activities performed. These plans aim to incentivise the achievement of ambitious corporate objectives such as the effective implementation of the Group's strategy, the valorisation of strategic stakes, as well as promoting the creation of synergies with TIM.

It is noted that incentive plans are subject to deferral and/or retention mechanisms. Moreover, each variable remuneration portion is subject to ex-post correction mechanisms (malus and/or claw back). In view of this, the Pay- Mix of the CEO is illustrated in the figure.
 
Finally, please recall that discretionary bonuses (one-off payments or special award) cannot be assigned to the CEO.

PAY-MIX CEO AT TARGET

 

Pay-Mix at target

Variable Mix short/long-term at target

Timing of recognition of variable remuneration newly awarded in 2026 at target

Monetary Financial Instrument Mix al target

On a general basis and for all the members of the Board of Directors, the General Meeting of shareholders held on 8 May 2023 determined - based on a proposal submitted by the majority shareholder, the Ministry of the Economy and Finance - the compensation payable to members of the Board of Directors in office in the period 2023-2025, as defined by art. 2389, paragraph 1 of the Italian Civil Code. The Shareholders’ Meeting planned for 27 April 2026 shall resolve, for the 2026-2028 term of office, the compensation pursuant to art. 2389 paragraph 1 of Italian Civil Code, on the proposal of the reference shareholder.

The Board of Directors appointed for the 2026-2028 term of office shall determine, in accordance with the decision procedure, the compensation for participation by the Directors in the internal board Committees, as Chairperson or Member. It is understood that the Board of Directors may modify the compensation, if necessary, with respect to what was decided for the 2023-2025 term of office, also in consideration of specific market benchmarking.

The Statutory Auditors’ remuneration is in no way linked to the performance of Poste Italiane. The fees paid to Statutory Auditors consist solely of a fixed component, determined on the basis of the commitment required in order to carry out their duties.

The Shareholders' Meeting held on 30 May 2025 appointed the Board of Statutory Auditors for the term of three years, with expiry at the date of the meeting called to approve the financial statements at 31 December 2027. In the same meeting, the fees payable to the Chairperson and each standing Auditor of the Board were determined for each year in office, equal to €80,000 gross and €70,000 gross respectively, in continuity with the previous term of office.

As a general rule, the Company identifies as Key Management Personnel the heads of the functions reporting directly to the Chief Executive Officer and to the General Manager of Poste Italiane S.p.A., who have the power and responsibility for the planning, management and control of the Company's activities, in addition to the Head of Internal Control and the Manager Responsible for financial reporting.

The gross annual fixed pay for KMP is aligned with the role held, the scope of the responsibilities assigned, the experience and skills required for each position, the degree of excellence demonstrated and the overall quality of the individual’s contribution to the Company’s performance, also taking into account specific market benchmarks.

The variable component for KMP usually involves participation in the short-term “MBO” incentive plan, the “2026-2028 Performance Share LTIP” and the “Three-year Phantom Stock Option Plan”, in line with the description provided for the Chief Executive Officer, with regard to their respective areas of responsibility.

The remuneration package of the General Manager (GM) includes a fixed component, a short-term variable component and a long-term variable component. The total gross annual fixed remuneration of the General Manager is equal to €1,000,000. The General Manager's 2026 MBO is aligned with the structure and targets set for the Chief Executive Officer's 2026 Industrial MBO; in addition, the General Manager is the recipient of the “2026-2028 Performance Share LTIP" and the "Three-Year Phantom Stock Option Plan", in line with what has already been described for the Chief Executive Officer.

The Pay-Mix of the General Manager has been calculated on the basis of value awards under the short and long-term incentive schemes at target level, considering the value of the “2026-2028 Performance Share LTIP” and the “Three-Year Phantom Stock Option Plan”.

Pay-Mix GM at target

The above Pay-Mix for KMP is currently calculated on the basis of the median of the gross annual fixed pay and the variable components (short and long-term), assuming the achievement of results at the target level.

Median KMP Pay-Mix at target

Finally, please recall that discretionary bonuses (one-off payments or special award) cannot be assigned to the General Manager and Key Management Personnel.

Tables – CONSOB Form 7-bis*

Table 1: Remuneration paid to members of the Board of Directors and Board of Statutory Auditors, General Managers and other Key Management Personell

Board of Directors

General Manager

Board of Statutory auditors

Key Management Personnel

*Values entered in the tables shown have been calculated pro-rata temporis, where necessary. The variable pay shown in the tables is based on an estimate of the amount payable at the time of preparing this document, whilst awaiting approval of the Company’s financial statements by the Shareholders’ Meeting.

Last update: April 27, 2026

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