Explanatory report and resolution proposal on the sole item of the agenda

The explanatory report and the resolution proposal on the sole item of the agenda (together with the further documentation provided for by applicable laws) 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.

Explanatory report and resolution proposal on the sole item of the Meeting agenda
(Proposal to grant the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, with the power, to be exercised within 31 December 2026, to increase the share capital, in one or more tranches and in divisible form, without pre-emption right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, to be paid up by way of contribution in kind to service a voluntary public offer (offerta pubblica volontaria) promoted by Poste Italiane S.p.A. on all the ordinary shares of Telecom Italia S.p.A.; subsequent amendment of Article 5 of the Company’s By-Laws; related and consequent resolutions)

Independent expert's report pursuant to art. 2343-ter, paragraph 2, letter b), of the Italian Civil Code

Information document pursuant to art. 70 of the Issuers’ Regulation

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 applicable laws and 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., 9 June 2026). 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 15 June 2026), 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 applicable laws and 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 (www.posteitaliane.it) 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. 16 June 2026) 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 June 2026”) 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 June 2026”), 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 June 2026”);
• 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 16 June 2026) 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 applicable laws and 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 June 2026”) 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 June 2026”), 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 June 2026”).

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 17 June 2026.

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 applicable laws 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 1 April 2026 – 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 addressassemblea.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 applicable laws, 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 3 June 2026.

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 applicable laws, 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:
 

• these possible proposals – 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 3 June 2026, 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 indicated in the webpage “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 5 June 2026) publish in a specific section of the website such proposals, 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.

Pursuant to applicable laws, 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 9 June 2026) 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 latters received by the term above indicated will be answered at latest three days prior to the Shareholders' Meeting (i.e., by 15 June 2026), pursuant to the provisions of applicable laws by publication in this section of the Company website.

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. 11,994,110 own shares, representing 0.918% of the Company’s share capital.