• TG Poste

Notice of the meeting

Poste Italiane S.p.A. Registered Office in Rome 00144 - Viale Europa, n. 190

Share Capital € 1,306,110,000.00 fully paid in

Taxpayer Identification and Rome Company Register n. 97103880585/1996

R.E.A. of Rome n. 842633

V.A.T. registration n. 01114601006

Notice of Ordinary Shareholders' Meeting

An ordinary Shareholders’ Meeting will be held on single call on 30 May 2025 at 2:00 p.m. in Rome, at the premises of the Company located in Viale Europa n. 175, to discuss and resolve on the following.

Agenda

  1. Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2024. 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 2024;
  2. Allocation of net income for the year;
  3. Appointment of the Board of Statutory Auditors;
  4. Determination of the remuneration of the regular members of the Board of Statutory Auditors;
  5. Appointment of a member of the Board of Directors;
  6. Report on the 2025 remuneration policy;
  7. Report on amounts paid in the year 2024;
  8. Equity-based incentive plans;
  9. Authorization for the acquisition and the disposal of own shares, serving the equity-based incentive plans. Related resolutions;
It should be noted that the provisions of this notice of call are in line with the provisions of article 135-undecies.1 of the Legislative Decree no. 58 of 24 February 1998 (the “Consolidated Law on Finance”) and of article 11.6 of the Company’s bylaws. 

Modalities of carrying-out of the Shareholders’ Meeting pursuant to article 135-undecies.1 of the consolidated law on finance and of article 11.6 of the company’s bylaws

The Company has decided to avail itself of the faculty established by article 135-undecies.1 of the Consolidated Law on Finance and of article 11.6 of the Company’s bylaws, providing that the attendance of the Shareholders’ Meeting shall be only permitted through the representative appointed by the Company pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the corporate bylaws – i.e., Monte Titoli  S.p.A., whose registered office is in Milan (“Monte Titoli” or the “Appointed Representative”) – as subsequently indicated in the paragraph “Modalities of attendance of the Shareholders’ Meeting”.

Pursuant to the above said law and bylaws provisions, without prejudice to the indications related to the attendance of the Shareholders’ Meeting of those entitled to vote, the other parties entitled to be present at the Shareholders Meeting, or otherwise authorized to attend the Meeting (Chairman, Notary, Appointed Representative, Directors and Standing Auditors, employees and partners of the Company, representatives of the external audit firm), shall attend the Shareholders' Meeting by audio-conferencing means (with the methods communicated to them individually) which also guarantee their identification, not being needed in any case the simultaneous presence in the same venue of the Chairman and of the Notary.

It will not be possible to participate in the Shareholders’ Meeting by electronic means nor to vote by correspondence.

Information on the Share Capital

As of the date of the present notice, the share capital of Poste Italiane S.p.A. amounts to € 1,306,110,000.00, divided into 1,306,110,000 ordinary shares without par value. As of today, the Company holds no. 12,181,546 own shares, representing 0.933% of the Company’s share capital. 

Entitlement to attend and to vote at the Shareholders’ Meeting

Pursuant to article 83-sexies of the Consolidated Law on Finance and article 10.1 of the Company’s bylaws, shareholders are entitled to attend and to vote at the Shareholders’ Meeting – according to terms and modalities indicated in the subsequent paragraph of this Notice – if the Company has received a special notice from an authorized intermediary based on the accounting records at the end of the seventh trading day preceding the date of the Shareholders’ Meeting (i.e., 21 May 2025). 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 27 May 2025), without prejudice to the right to attend and to vote in the event the Company receives the notice after the aforesaid deadline, provided it is received before the Shareholders’ Meeting begins.

Representation at the Shareholders’ Meeting

A. Proxy pursuant to article 135-undecies of the consolidated law on finance (the “proxy to the appointed representative”)

Pursuant to article 135-undecies.1 of the Consolidated Law on Finance and of article 11.6 of the Company’s bylaws, the attendance of the Shareholders’ Meeting of those entitled to vote shall be only permitted through Monte Titoli S.p.A., as the representative appointed by the Company for this purpose pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the Company’s bylaws.

The Proxy to the Appointed Representative pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the Company’s bylaws – to be granted without charge for the delegator (except for any shipping costs) – must contain voting instructions regarding all or some of the items on the agenda.

In this regard, shareholders shall use the specific form available, together with the related instructions for filling it out and sending it, in the section of the Company’s website dedicated to the present Shareholders’ Meeting.

The above proxy, containing voting instructions – together with a copy of a valid ID document of the delegating subject or, if the latter is a legal entity, of the pro tempore legal representative or of another subject with due powers, together with documentation suitable to certify their qualification and powers –  must be provided to the Appointed Representative by the end of the second trading day preceding the date of the Shareholders’ Meeting (i.e. 28 May 2025), according to one of the following alternative manner:

  • transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”) from the certified email address of the delegating subject (or, in case of unavailability of a certified email address, from the ordinary email of the delegating subject; in such a case the proxy containing voting instructions must be signed through qualified or digital signature);
  • transmission of the original of the proxy, by courier or by registered mail with notification of receipt, at the following address: Monte Titoli S.p.A. – k.a. area Register, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”);
  • notification to the Appointed Representative electronically through the section of the website dedicated to this Shareholders' Meeting.
The Proxy to the Appointed Representative and the instructions granted may be revoked by the aforesaid deadline in the ways specified above.  The Proxy to the Appointed Representative has effect only for the proposals regarding which voting instructions have been given. The shares for which the proxy, even if partial, was conferred are counted for the purposes of the quorum required for the Shareholders’ Meeting. With regard to the proposals for which voting instructions have not been given, the shares are not counted for the purposes of calculating the majority and the percentage of capital required for the approval of the resolutions.

B. Proxy and/or subproxy pursuant to article 135-novies of the consolidated law on finance (the “ordinary proxy”)

Alternatively, pursuant to article 135-undecies.1 of the Consolidated Law on Finance and of article 11.6 of the Company’s bylaws, to Monte Titoli S.p.A. may also be granted proxies and/or sub-proxies pursuant to article 135-novies of Consolidated Law on Finance, as an exception to art. 135-undecies, paragraph 4, of the same Consolidated Law on Finance.

To this end, the appropriate proxy/sub-proxy form available in the section of the Company's website (www.posteitaliane.it) dedicated to the present Shareholders’ Meeting may be used.

The Ordinary Proxy (or the sub-proxy) –  together with a copy of a valid ID document of the delegating subject or, if the latter is a legal entity, of the pro tempore legal representative or of another subject with due powers, together with documentation suitable to certify their qualification and powers – must be provided to the Appointed Representative according to one of the following alternative manner:

  • transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address RD@pec.euronext.com Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”) from the certified email address of the delegating subject (or, in case of unavailability of a certified email address, from the ordinary email of the delegating subject; in such a case the proxy containing voting instructions must be signed through qualified or digital signature);
  • transmission of the original of the proxy, by courier or by registered mail with notification of receipt, at the following address: Monte Titoli S.p.A. – k.a. area Register Services, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”).

The Ordinary Proxy may contain voting instructions regarding all or some of the items on the agenda, being understood that Monte Titoli S.p.A. shall not express any vote in the Shareholders’ Meeting with respect to those proposals in relation to which precise voting instructions have not been given.

In order to allow the Company and Monte Titoli S.p.A. to receive and check the Ordinary Proxies in advance with respect to the beginning of the Meeting, those entitled to grant are requested to send the Ordinary Proxies preferably no later than 6:00 p.m. of 29 May 2025.

The Ordinary Proxies and the connected instructions may be revoked up to the beginning of the Meeting, sending a message to the email address RD@pec.euronext.com.

Any clarification connected to the granting of the proxy to the Appointed Representative (particularly with respect to the filling in of the form of proxy, the voting instructions and their transmission) may be requested to Monte Titoli S.p.A. by email to the address RegisterServices@euronext.com or by telephone at the number +39.02.33635810 (active on week days from 9:00 a.m. to 5:00 p.m.).

Additions to the agenda and presentation of new proposals for resolutions by Shareholders owning at least 2.5% of the share capital (pursuant to article 126-bis, paragraph 1, first sentence, of the consolidated law on finance)

Pursuant to article 126-bis, paragraph 1, first sentence, of the Consolidated Law on Finance, shareholders representing, even jointly, at least 2.5% of the share capital may request, in writing and within the term of ten days from the publication of the present notice – in this regard, taking into account that this term would expire on a non-working day (i.e. Sunday 27 April 2025), this term is postponed to 28 April 2025 – additions to the list of items on the agenda, specifying in their request the additional matters they propose, or present proposals for resolutions on matters already on the agenda of the Shareholders’ Meeting. Additions to the agenda are not admitted with regard to matters on which Shareholders’ Meetings resolve, according to the law, on proposals of the Board of Directors or on the basis of a project or a report prepared by them other than those specified in article 125-ter, paragraph 1, of the Consolidated Law on Finance. Pursuant to the regulations in force, shareholders are entitled to request additions to the agenda, or to present proposals for resolutions on matters already on the agenda of the Shareholders’ Meeting, if the Company has received a special notice from an authorized intermediary certifying their possession of the equity interest required.

For further information on the right to request additions to the agenda and to present proposals for resolutions, as well as on the related procedures for exercising such right, see the section of the Company’s website dedicated to the present Shareholders’ Meeting.

Submission of resolution proposals (pursuant to article 126-bis, paragraph 1, third sentence, of the consolidated law on finance)

Following the terms and modalities of attendance of the Shareholders’ Meeting above indicated – with respect to the provisions of article 126-bis, paragraph 1, third sentence, of the Consolidated Law on Finance, according to which those with voting rights may individually present resolution proposals in the Shareholders’ Meeting upon items on the agenda or otherwise permitted by the law – the Company also informs that:

  • these possible proposals, including those ones related to items 4) and 5) on the agenda (concerning, respectively, the “Determination of the remuneration of the regular members of the Board of Statutory Auditors” and the “Appointment of a member of the Board of Directors” )– to be expressed in a clear and complete way – must be sent to the Company, by email to the certified address affari.societari@pec.posteitaliane.it, no later than the fifteenth day preceding the date of the Shareholders’ Meeting, i.e. by 15 May 2025, so that those with voting rights may view them for the purpose of granting proxies and/or sub-proxies to the Appointed Representative, with relative voting instructions (as previously indicated in the paragraph “Modalities of attendance of the Shareholders’ Meeting”);
  • the entitlement to submit proposals is subject to the receipt by the Company of the special notice from an authorized intermediary pursuant to the regulations in force, relevant to their participation rights;
  • the Company shall provide to promptly (and, in any case, by 17 May 2025) publish in a specific section of the website the proposals sent within the terms above indicated, reserving the right – in view of the publication of the same – to check their relevance to the items on the agenda, their completeness, their compliance with the applicable law, as well as the legitimacy of the submitting subjects. 

The right to ask questions before the shareholders’ meeting

Pursuant to article 127-ter, paragraph 1-bis, of the Consolidated Law on Finance, questions regarding the items on the agenda may be asked before the Shareholders’ Meeting by shareholders who are entitled to vote and on behalf of whom the Company has received a special notice from an authorized intermediary pursuant to the regulations in force. The questions of those who intend to avail themselves of such right must be received by the Company by the date indicated in article 83-sexies, paragraph 2, of the Consolidated Law on Finance (i.e., by the seventh trading day preceding the date of the Shareholders’ Meeting, and therefore by 21 May 2025). In order to allow those entitled to vote to cast their vote through the Appointed Representative, while also taking into account the feedback the Company has provided to these questions, the latters received by the term above indicated will be answered at latest three days prior to the Shareholders' Meeting (i.e., by 27 May 2025), pursuant to the provisions of article 135-undecies.1 of the Consolidate Law on Finance, by publication in a specific section of the Company website. For further information on the right to ask questions before the Shareholders’ Meeting and on the procedures for exercising such right, see the section of the Company’s website dedicated to the present Shareholders’ Meeting.

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 0.5% 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.

A shareholder may not submit or vote for more than one list, including through nominees or trust companies. Shareholders belonging to the same group and shareholders participating in a shareholder agreement involving the shares of the Company may not submit or vote for more than one list, including through nominees or trust companies.

Pursuant to article 25 of the Company’s 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. A candidate may only be present in one list, under penalty of ineligibility.

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.

Le liste dovranno essere depositate a cura degli azionisti mediante invio all’indirizzo di posta elettronica certificata affari.societari@pec.posteitaliane.it, entro il venticinquesimo giorno precedente la data dell'Assemblea (ossia entro il 5 maggio 2025); in occasione del deposito delle liste dovranno essere altresì fornite informazioni che consentano l'identificazione di coloro che procedono alla relativa presentazione.

The candidates for the office of Statutory Auditor must possess (i) 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 30 March 2000, as supplemented by the provisions of article 25.1 of the Company’s bylaws, as well as (ii)  the additional requisites specified in the law and regulations in force (including, inter alia, the Minister of Economy and Finance’s Decree n. 169 of 23 November 2020, “Regulation on the requirements and eligibility criteria for the performance of the office of corporate officers of banks, financial intermediaries, trust companies, electronic money institutions, payment institutions and depositor guarantee systems”, hereinafter also the “DM 169/2020”) 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, including the DM 169/2020. For the purpose of submitting candidacies, Shareholders are also invited to read (i) the recommendations regarding the independence of the members of the supervisory body contained in the Italian Code of Corporate Governance (January 2020 edition), as well as (ii) the specific “Guidelines for Shareholders on the qualitative and quantitative composition of the new Board of Statutory Auditors”, approved on 3 April 2025 by the expiring Board of Statutory Auditors and available in the section of the Company's website dedicated to this Shareholders' Meeting.

The slates must be filed by the Shareholders electronically to affari.societari@pec.posteitaliane.it by the twenty-fifth day preceding the date of the Shareholders’ Meeting (i.e., by 5 May 2025). 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 9 May 2025).

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, taking also into account the recommendations put forward by the same Consob in its Communication n. DEM/9017893 of 26 February 2009, and (ii) exhaustive information on the personal and professional characteristics of the candidates, as well as a declaration by the aforesaid candidates attesting the absence of causes of incompatibility, ineligibility and/or forfeiture, their possession of the requisites of professionalism, competence, integrity, correctness and independence – including judgment – prescribed by the law, including regulations, and by the Company’s bylaws 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, of the DM 169/2020, and of the article 36 of the Law Decree 6 December 2011, n. 201. 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.

In the event that, by the twenty-fifth day preceding the date of the Shareholders’ Meeting on single call (i.e., by 5 May 2025) 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 8 May 2025) 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.

For any further information on the appointment of the Board of Statutory Auditors, shareholders are invited to read the explanatory report prepared by the Board of Directors on the relevant item on the agenda.

Documentation

The documentation concerning the items on the agenda provided for by the law and regulations – including, among other things, the reports on the matters on the agenda and the related resolutions proposed, as well as the annual financial report – is available to the public, within the time limits provided for by the law, at the Company’s registered office, in the section of its website (www.posteitaliane.it) dedicated to the present Shareholders’ Meeting, and at the authorized storage mechanism “eMarket STORAGE” www.emarketstorage.it (external website).

The holders of voting rights may obtain a copy of the above documentation upon previous appointment to be requested via email at affari.societari@pec.posteitaliane.it.

Other information

The Company reserves the right to make and communicate integrations and/or changes to the content of this notice in due advance.

The extract of the Notice of the Meeting is going to be also published by the Company on 18 April 2025 on the newspaper “Il Sole 24 Ore”.

Rome, 17 April 2025

The Chairman of the Board of Directors

Silvia Maria Rovere

Explanatory reports and resolution proposals on the items of the agenda

The explanatory reports and the resolution proposals on the items of the agenda will be made available to the public at the Company's registered office – with this regard, as indicated in the notice of the Meeting, the holders of voting rights may obtain a copy of the above documentation upon previous appointment to be requested via email at affari.societari@pec.posteitaliane.it – and in this section of the Company's website within the terms set out by applicable laws.

In particular:

  • the explanatory reports on the items of the agenda no. 3 (“Appointment of the Board of Statutory Auditors”), 4 (“Determination of the remuneration of the regular members of the Board of Statutory Auditors”), and 5 (“Appointment of a member of the Board of Directors”) will be published jointly with the Notice of the Meeting, i.e. by 17 April 2025;
  • the resolution proposals and the explanatory reports on item of the agenda no. 1 ("Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2024. 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 2024"), 2 ("Allocation of the net income of the year "), and 8 (“Equity-based incentive plans”) will be published by 30 April 2025;
  • the resolution proposals and the explanatory reports on item of the agenda no. 6 (“Report on the 2025 remuneration policy”), 7 ("Report on amounts paid in the year 2024"), and 9 ("Authorization for the acquisition and the disposal of own shares, serving the equity-based incentive plans. Related resolutions”) will be published by 9 May 2025.

It being understood that the documentation concerning such resolution proposals and the explanatory reports shall be published within the terms set out in applicable laws as specified below.

Explanatory report and resolution proposal on the first item of the Meeting agenda (PDF)

(Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2024. 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 2024)

Explanatory report and resolution proposal on the second item of the Meeting agenda (PDF)

(Allocation of net income for the year)

Explanatory report on the third item of the Meeting agenda (PDF)

(Appointment of the Board of Statutory Auditors)

Explanatory report on the fourth item of the Meeting agenda (PDF) 

(Determination of the remuneration of the regular members of the Board of Statutory Auditors)

Explanatory report and resolution proposal on the fifth item of the Meeting agenda (PDF)  

(Appointment of a member of the Board of Directors)

Explanatory report and resolution proposal on the sixth item of the Meeting agenda (PDF)

(Report on the 2025 remuneration policy)

Explanatory report and resolution proposal on the seventh item of the Meeting agenda (PDF)

(Report on amounts paid in the year 2024)

Explanatory report and resolution proposal on the eight item of the Meeting agenda (PDF)

(Equity-based incentive plans)

Explanatory report and resolution proposal on the ninth item of the Meeting agenda (PDF) 

(Authorization for the acquisition and the disposal of own shares, serving the equity-based incentive plans. Related resolutions)

Annual Financial Report 2024 (PDF) – Published on 28 April 2025

The annual financial report, comprising the draft financial statements and the consolidated financial statements as of 31 December 2024 (including the “Sustainability Report” prepared in accordance with Legislative Decree no. 125 of 6 September 2025), together with the reports of the Board of Directors and the declarations requested by Article 154-bis, paragraph 5, of Legislative Decree No. 58 of February 24, 1998, will be made available to the public at the Company's registered office and in this section of the website by 30 April 2025. 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 2024 (PDF)

The Report on corporate governance and ownership structure will be made available to the public in this section of the website by 30 April 2025.

Report on the 2025 remuneration policy and on the amounts paid in 2024 (PDF)

The Report on the 2025 remuneration policy and on the amounts paid in 2024 will be made available to the public at the Company's registered office and in this section of the website by 9 May 2025.

Remuneration Highlights 2025 (PDF)

Equity-based incentive plans (PDF)

The information document on the equity-based incentive Plans will be made available to the public at the Company's registered office and in this section of the website by 30 April 2025.

Pursuant to article 83-sexies of Legislative Decree no. 58 of 24 February 1998 (“Consolidated Law on Finance”) and article 10.1 of the Company’s bylaws, shareholders are entitled to attend and to vote at the Shareholders’ Meeting – exclusively through the appointed representative pursuant to article 135-undecies.1 of the Consolidated Law on Finance and of article 11.6 of the Company’s bylaws, according to the more detailed instructions referred to in the webpage “Modalities of attendance of the Shareholders’ Meeting” – if the Company has received a special notice from an authorized intermediary based on the accounting records at the end of the seventh trading day preceding the date of the Shareholders’ Meeting (i.e., 21 May 2025). 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 27 May 2025), without prejudice to the right to attend and to vote in the event the Company receives the notice after the aforesaid deadline, provided it is received before the Shareholders’ Meeting begins.

1. Proxy pursuant to article 135-undecies of the Legislative Decree no. 58 of 24 February 1998 (the “Proxy to the Appointed Representative”)

Pursuant to article 135-undecies.1 of the Legislative Decree no. 58 of 24 February 1998 (“Consolidated Law on Finance”) and of article 11.6 of the Company’s bylaws, the attendance of the Shareholders’ Meeting of those entitled to vote shall be only permitted through Monte Titoli S.p.A. (“Monte Titoli” or the “Appointed Representative”), whose registered office is in Milan, as the representative appointed by the Company for this purpose pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the Company’s bylaws.

The Proxy to the Appointed Representative pursuant to article 135-undecies of Consolidated Law on Finance and article 11.5 of the Company’s bylaws shall contain voting instructions, for all or certain proposals of the agenda, and shall be effective only for those items of the agenda in relation to which voting instructions have been given.

It is reminded that the shares in relation to which a full or partial Proxy is given to the Appointed Representative are taken into account for the duly constitution of the Meeting. For the items on the agenda in relation to which voting instructions are not given, the relevant shares are not taken into account for the purpose of calculating the majority and the quorums required for the approval of the resolutions.

Shareholders will not bear any cost for giving the Proxy to the Appointed Representative, with the exception of the costs necessary to send the proxy itself.

It should be noted that, in order to attend and vote at the Meeting, the granting of the Proxy to the Appointed Representative does not exempt the entitled party from the obligation to request from the authorized intermediary the notice to the Company attesting that such party is entitled to attend at the Meeting and to exercise his or her voting rights, pursuant to Article 83-sexies of Consolidated Law on Finance.

In order to the granting of the Proxy to the Appointed Representative a specific form available at the Company website must be used.

As indicated in the Notice of the Meeting, the Proxy to the Appointed Representative contain voting instructions, entirely filled out and duly signed, must provided to the Appointed Representative – together with a copy of a currently valid ID document of the delegating subject or, if the latter is a legal entity, of the pro tempore legal representative or of another subject with due powers, together with documentation suitable to certify their qualification and powers –  no later than the end of the second trading day before the Meeting (i.e. 28 May 2025) according to one of the following alternative manner:

  • transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”) from the certified email address of the delegating subject (or, in case of unavailability of a certified email address, from the ordinary email of the delegating subject; in such a case the proxy containing voting instructions must be signed through qualified or digital signature);
  • transmission of the original of the proxy, by courier or by registered mail with notification of receipt, at the following address: Monte Titoli S.p.A. – k.a. area Register Services, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”);
  • electronic notification through this link to the section of the Appointed Representative website dedicated to this Shareholders' Meeting.

The proxy and the voting instructions may be revoked within the said term (i.e. by 28 May 2025) and with the modalities indicated above.

Any clarification connected to the granting of the proxy to the Appointed Representative (particularly with respect to the filling in of the form of proxy, the voting instructions and their transmission) may be requested to Monte Titoli S.p.A. by email to the address RegisterServices@euronext.com or by telephone at the number +39.02.33635810 (active on week days from 9:00 a.m. to 5:00 p.m.).

2. Proxy pursuant to article 135-novies of the Legislative Decree no. 58 of 24 February 1998 (the “Ordinary Proxy”)

Alternatively, pursuant to article 135-undecies.1 of Consolidated Law on Finance and of article 11.6 of the Company’s bylaws, to Monte Titoli may also be granted proxies and/or sub-proxies pursuant to article 135-novies of Consolidated Law on Finance, as an exception to art. 135-undecies, paragraph 4, of the same Consolidated Law on Finance.  

To this end, the appropriate proxy/sub-proxy form available in this section of the Company's website may be used, to be sent to Monte Titoli – together with a copy of a currently valid ID document of the delegating subject or, if the latter is a legal entity, of the pro tempore legal representative or of another subject with due powers, together with documentation suitable to certify their qualification and powers – according to one of the following alternative manner:

  • transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”) from the certified email address of the delegating subject (or, in case of unavailability of a certified email address, from the ordinary email of the delegating subject; in such a case the proxy containing voting instructions must be signed through qualified or digital signature);
  • transmission of the original of the proxy, by courier or by registered mail with notification of receipt, at the following address: Monte Titoli S.p.A. – k.a. area Register Services, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address casella RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting May 2025”).

The Ordinary Proxy may contain voting instructions regarding all or some of the items on the agenda, being understood that Monte Titoli shall not express any vote in the Shareholders’ Meeting with respect to those proposals in relation to which precise voting instructions have not been given.

In order to allow the Company and Monte Titoli to receive and check the Ordinary Proxies in advance with respect to the beginning of the Meeting, those entitled to grant are requested to send the Ordinary Proxies preferably no later than 6:00 p.m. of 29 May 2025.

The Ordinary Proxies and the connected instructions may be revoked up to the beginning of the Meeting, sending a message to the email address RD@pec.euronext.com.

Any clarification connected to the granting of the proxy to the Appointed Representative (particularly with respect to the filling in of the form of proxy, the voting instructions and their transmission) may be requested to Monte Titoli S.p.A. by email to the address RegisterServices@euronext.com or by telephone at the number +39.02.33635810 (active on week days from 9:00 a.m. to 5:00 p.m.).

Pursuant to Article 126-bis, paragraph 1, first sentence, of Legislative Decree no. 58 of 24 February 1998, shareholders who represent, also on a jointly basis, at least 2.5% of the share capital, may request, in writing, within ten days from the publication of the notice of Meeting – in this regard, taking into account that this term would expire on a non-working day (i.e. Sunday 27 April 2025), this term is postponed to 28 April 2025 – to add items on the agenda, indicating, in the relevant request, the additional proposed items to be discussed, or to submit resolution proposals on items already in the agenda.

The agenda cannot be integrated with items in relation to which the Meeting resolves, in compliance with the applicable laws, upon proposals of the Directors or on the basis of a project or a report prepared by the Directors, other than those indicated in Article 125-ter, paragraph 1, of Legislative Decree no. 58 of 24 February 1998.

The requests to add items on the agenda or to submit resolution proposals on items already on the agenda may be filed by those shareholders in relation to which the Company has received a communication, certifying their participation rights, from an authorized intermediary pursuant to applicable laws.

The requests may be sent to the Company by email, to the following address assemblea.integrazioneodg@posteitaliane.it

The Company reserves the right not to accept the requests to add items on the agenda which are illegible of sent with damaged files or otherwise illegible. Please indicate in the message accompanying the request to add items on the agenda a telephone or an email address of the sender.

It is reminded that, pursuant to Article 126-bis, paragraph 4, of Legislative Decree no. 58 of 24 February 1998, shareholders who request to add items on the agenda or to submit new resolution proposals on items already provided in the agenda shall prepare a report containing the reason of the resolution proposals regarding the items to be discussed or the reason concerning the additional resolution proposals on item already provided in the agenda. Such report shall be sent to the Company with the modalities provided above, no later than the date set for the presentation of the request to add items on the agenda.

The integration of the agenda or the submission of new resolution proposals on items already provided in the agenda above indicated are disclosed with the same forms prescribed for the publication of the notice of the meeting at least fifteen days before the date set for the Meeting, i.e. within 15 May 2025.

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.

Considering  the terms and modalities of attendance of the Shareholders’ Meeting indicated in the Notice of the Meeting (for further details, please refer to the same Notice and to the webpage dedicated to the “MODALITIES OF ATTENDANCE OF THE SHAREHOLDERS’ MEETING”) – with respect to the provisions of article 126-bis, paragraph 1, third sentence, of Legislative Decree no. 58 of 24 February 1998, according to which those with voting rights may individually present proposed resolutions in the Shareholders’ Meeting upon items on the agenda or otherwise permitted by the law – the Company informs that:

Pursuant to Article 127-ter of Legislative Decree no. 58 of 24 February 1998 (“Consolidated Law on Finance”) those shareholders in relation to which the Company has received a communication from an authorized intermediary pursuant to applicable laws, may ask questions before the Meeting on items provided in the agenda, by the term indicated below. The Company may provide a single answer to similar questions. No answer will be granted, neither at the Meeting, to the question asked before the Meeting, when the information requested is already provided in the “question and answer” format of this section of the website or when the answer has been already published in such section.

Those who intend to ask questions before the Meeting shall provide the Company with their questions within the date indicated in article 83-sexies, paragraph 2, of Consolidated Law on Finance (i.e., by the seventh trading day preceding the date of the Shareholders’ Meeting, and therefore by 21 May 2025) and are invited to clearly indicate the item on the agenda to which the single questions submitted refer to.

Questions may be sent to the Company by email, to the following address assemblea.domande@posteitaliane.it or to the address affari.societari@pec.posteitaliane.it.

In order to allow the identification by the Company, together with the questions, the persons concerned shall indicate their name and surname, place and date of birth, Tax identification number, e-mail address and telephone number.

The Company reserves the right not to answer the questions which are illegible or sent with files damaged or otherwise illegible.

Please indicate in the message accompanying the questions a telephone number or e-mail address of the sender.

In order to allow those entitled to vote to cast their vote through the Appointed Representative, while also taking into account the feedback the Company has provided to these questions, the letters received by the term above indicated will be answered at latest three days prior to the Shareholders' Meeting (i.e., by 27 May 2025), pursuant to the provisions of article 135-undecies.1 of the Consolidated Law on Finance, by publication in this section of the Company website.

Title to submission of the slates

Pursuant to Articles 148 and 147-ter of Legislative Decree No. 58 of 24 February 1998 (“Consolidated Law on Finance”) and pursuant to Article 25 of the Company’s 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 Company’s Bylaws and by Consob with Regulation (i.e. 0.5% 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.

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 Company’s Bylaws.

Preparation of the slates

With reference to the preparation of the slates and the composition of the Board of Statutory Auditors, it shall be noted that:

  • the slates must be divided into two sections: one for candidates for the office of regular auditor and the other for candidates for the office of alternate auditor; candidates must be listed on the slates by a progressive number and must not exceed the number of members of the body to be elected (i.e. three regular auditors and three alternate auditors);
  • the slates must also include candidates of different genders, both in the first two places of the section of the slate relating to regular auditors, and in the first two places of the section of the slate relating to alternate auditors;
  • pursuant to art. 25.2 of the Company’s Bylaws, the first of the candidates in each section must be registered in the register of statutory auditors and have exercised the activity of legal auditing of accounts for a period of not less than three years;
  • a candidate may be presented on only one slate, on pain of ineligibility;
  • all the candidates for the office of Statutory Auditor must possess (i) 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 30 March 2000, as supplemented by the provisions of article 25.1 of the Company’s bylaws – 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 – as well as (ii)  the additional requisites specified in the law and regulations in force (including, inter alia, the Minister of Economy and Finance’s Decree n. 169 of 23 November 2020, “Regulation on the requirements and eligibility criteria for the performance of the office of corporate officers of banks, financial intermediaries, trust companies, electronic money institutions, payment institutions and depositor guarantee systems”, hereinafter also the “DM 169/2020”) 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, including the DM 169/2020. For the purpose of submitting candidacies, Shareholders are also invited to read (i) the recommendations regarding the independence of the members of the supervisory body contained in the Italian Code of Corporate Governance (January 2020 edition), as well as (ii) the specific “Guidelines for Shareholders on the qualitative and quantitative composition of the new Board of Statutory Auditors”, approved on 3 April 2025 by the expiring Board of Statutory Auditors and available in the section of the Company's website dedicated to this Shareholders' Meeting;

  • as far as the situations of ineligibility and the limits to the number of offices on boards of directors and boards of statutory auditors that may be held by members of the Board of Statutory Auditors are concerned, the provisions referred to in, respectively, the following apply:

     

    1. article 148, paragraph 3, of the Consolidated Law on Finance and article 148-bis of the Consolidated Law on Finance;
    2. articles 144-duodecies ff. of the Consob’s Issuer Regulations (adopted with Resolution n. 11971 of 14 May 1999);
    3. article 17 ff. of the DM 169/2020; as well as
    4. the additional provisions of the law and regulations applicable to the Company.

Filing of the slates

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 5 May 2025). The slates shall be filed by email to the certified address affari.societari@pec.posteitaliane.it

The Company reserves the right not to accept the documents sent by fax or email which are illegible or which are submitted with damaged or illegible files.

Please indicate in the message accompanying the documents for the submission of the slate a telephone number, a fax number or an email address of the sender.

The slates must also be accompanied by:

  • a declaration by the Shareholders presenting them specifying the percentage of the share capital constituted overall by the stake they possess. The notice certifying their possession of the aforesaid stake may reach the Company even subsequently to the filing of the slates, but not later than twenty-one days  before the date of the Shareholders’ Meeting (i.e., by 9 May 2025);  
  • a declaration by Shareholders other than those who, even jointly, have a controlling or relative-majority equity interest in the Company, certifying the absence of relations of affiliation (as specified by the provisions of article 144-quinquies of the Consob’s Issuer Regulations) with the latter. It should be noted in this regard that, according to the notices referred to in article 120 of the Unified Law on Finance, the Company is subject to the de jure control of the Ministry of the Economy and Finance, because (i) the latter owns 29.26% of its capital directly, and (ii) Cassa depositi e prestiti S.p.A., which is also controlled by the Ministry, owns 35.00% of its capital, even though the Ministry does not in any way manage or coordinate the Company according to the provisions of article 19, paragraph 6 of Decree Law n. 78/2009, converted with Law n. 102/2009, which clarified that the rules contained in the Italian Civil Code regarding the management and coordination of companies does not apply to the Italian Government. In making the aforesaid declaration, we request the Shareholders concerned to take into account the recommendations expressed by the Consob in its Directive DEM/9017893 of 26 February 2009; and
  • exhaustive information on the personal and professional characteristics of the candidates, as well as a declaration by the candidates themselves attesting (i) the absence of causes of incompatibility, ineligibility and/or forfeiture, (ii) their possession of the requisites of professionalism, competence, integrity, correctness and independence – including judgment – prescribed by the law, including regulations, and by the corporate bylaws, and (iii) their acceptance of the candidacy. Considering that, pursuant to article 2400, last paragraph, of the Italian Civil Code, at the time of the appointment and before they accept their office, the Shareholders’ Meeting must be informed of the offices on the boards of directors and boards of statutory auditors of other companies held by the Statutory Auditors, and also considering the regulations provided for by article 148-bis of the Consolidated Law on Finance, by the DM 169/2020, and by the article 36 of the Law Decree 6 December 2011, n. 201, we request you to furnish a special declaration in this regard as part of the résumés, and urge you to ensure that it is up to date when the Shareholders’ Meeting takes place.

It should be noted that, pursuant to article 144-sexies, paragraph 5, of the Consob’s Issuer Regulations, in the event that, on the date of the deadline provided for filing the slates, only one slate has been filed – or only slates presented by Shareholders who have relations of affiliation (as specified by the provisions of article 144-quinquies of the Consob’s Issuer Regulations) have been filed – slates may be presented until the third day after the aforesaid deadline (i.e., until 8 May 2025). In this case, slates may be presented by Shareholders who, alone or together with other Shareholders, possess at least 0.25% of the share capital.

Publication of the slates

Together with the aforesaid accompanying documentation, the slates will be available to the public by the Company at least twenty-one days before the date of the Shareholders’ Meeting (i.e., by 9 May 2025) at its registered office and in the section of its website dedicated to the Shareholders’ Meeting.

The share capital of Poste Italiane S.p.A. is currently equal to Euro 1,306,110,000.00 and is divided into no. 1,306,110,000 ordinary shares with no nominal value.

As of the date of publication of the notice of the meeting, the Company holds no. 12,181,546 own shares, representing 0.933% of the Company’s share capital.

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 31 May 2024 is available at the following link “ Minutes of the Shareholders’ Meeting ”. The relevant annexes to the minutes of the Shareholders’ Meeting are also available in Italian language.