Rome, 17 Mar 2026 19:00
Roma, 17 March 2026 – Further to the announcement to the market on 26 February 2026, at the 2026 Strategy Update, the Board of Directors of Poste Italiane S.p.A. (“Poste Italiane” or the “Company”), which met today under the chairmanship of Silvia Maria Rovere, has approved the re-organization aimed at the creation of a new “Financial Hub”, within the BancoPosta Ring-Fenced Capital, by the integration of the Payments business with the broader Financial Services activities, through, inter alia, the partial demerger project in favour of Poste Italiane of a set of assets and legal relationships comprising the IMEL Ring-Fenced Capital of PostePay S.p.A. (“PostePay”), a subsidiary entirely owned by Poste Italiane, as well as by certain equity interests held by PostePay itself.
The partial demerger project was also approved today by the Board of Directors of PostePay.
Pursuant to current legislation, the demerger will be submitted – following the receipt of all required authorisations, including regulatory approvals in force – for final approval by the Extraordinary Shareholders’ Meetings of Poste Italiane and of PostePay.
The transactions do not fall within the scope of the “Guidelines for the management of Transactions with Related and Associated Parties”, adopted by Poste Italiane’s Board of Directors, as they qualify as transactions involving subsidiaries, pursuant to Article 14, paragraph 2, of Consob Regulation No. 17221/2010 (as subsequently amended and supplemented) and Article 4.2.1 of the above-mentioned Guidelines.
The demerger, which benefits from the simplified procedures provided for by law in the case of demergers involving wholly owned companies, will not entail the issuance of new shares or the allocation of Poste Italiane shares. Subject to the receipt of all required authorisations, the demerger will take legal effect as of 1 January 2027, following the filing of the deed of demerger with the competent Companies’ Registers pursuant to Article 2506-quarter of the Italian Civil Code. No amendments to the by-laws of Poste Italiane are envisaged.
The documentation relating to the demerger will be made available to the public in due course, within the terms and in accordance with applicable legislation.
The partial demerger project was also approved today by the Board of Directors of PostePay.
Pursuant to current legislation, the demerger will be submitted – following the receipt of all required authorisations, including regulatory approvals in force – for final approval by the Extraordinary Shareholders’ Meetings of Poste Italiane and of PostePay.
The transactions do not fall within the scope of the “Guidelines for the management of Transactions with Related and Associated Parties”, adopted by Poste Italiane’s Board of Directors, as they qualify as transactions involving subsidiaries, pursuant to Article 14, paragraph 2, of Consob Regulation No. 17221/2010 (as subsequently amended and supplemented) and Article 4.2.1 of the above-mentioned Guidelines.
The demerger, which benefits from the simplified procedures provided for by law in the case of demergers involving wholly owned companies, will not entail the issuance of new shares or the allocation of Poste Italiane shares. Subject to the receipt of all required authorisations, the demerger will take legal effect as of 1 January 2027, following the filing of the deed of demerger with the competent Companies’ Registers pursuant to Article 2506-quarter of the Italian Civil Code. No amendments to the by-laws of Poste Italiane are envisaged.
The documentation relating to the demerger will be made available to the public in due course, within the terms and in accordance with applicable legislation.
Per further information:
Poste Italiane S.p.A. Investor Relations
Tel. +39 0659584716
Poste Italiane S.p.A. Media Relations
Tel. +39 0659582097
