Remuneration

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 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.
In particular, the remuneration of other Directors consists of a fixed component, by way of compensation, determined by the Shareholders’ Meeting and applicable for the full term of office. As indicated above, the General Meeting of shareholders held on 8 May 2023, with regard to the term of office 2023-2025, determined the remuneration payable pursuant to art. 2389, paragraph 1 of the Italian Civil Code.

The Board of Directors, upon the proposal of the Remuneration Committee and having heard the opinion of the Board of Statutory Auditors, in its meeting of 28 June 2023, determined the additional compensation for the Directors who have been appointed as members of the Board Committees, according to the office assigned. These compensations are defined in continuity with the previous term of office.

The Statutory Auditors’ remuneration is in no way linked to Poste Italiane’s performance. 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 27 May 2022 appointed the Board of Statutory Auditors for the term of three years, with expiry as at the date of the meeting to be held to approve the financial statements for the year ended 31 December 2024. In the same meeting, the fees payable to the Chairperson and each standing Auditor of the Board were determined for each year in office, in continuity with the previous term of office.

No attendance fees are payable for participation in meetings.

The Board of Directors, at the recommendation of the Remuneration Committee, sets the performance targets linked to variable remuneration plans for the GM and assesses their achievement.

The “MBO” scheme for the General Manager envisages a hurdle condition represented by the “Poste Italiane Group's target EBIT”, as set in the budget, achievement of which enables the GM to access the bonus linked to achievement of the objectives assigned. The 2024 performance targets are set out in line with the guidelines of the new Strategic Plan, consistent with the respective areas of responsibility and are illustrated in the figure opposite. Payment is entirely in monetary form of 70% of the bonus accrued at the end of the performance period and the remaining 30% deferred by one year, in order to ensure a medium term focus as well.

The 2024-2026 long-term incentive plan, entirely in Poste Italiane shares, envisages the hurdle condition of the Poste Italiane Group's three-year cumulative EBIT, the achievement of which qualifies for the incentive.

As a general rule, the Company identifies Key Management Personnel as the heads of the functions reporting directly to the Chief Executive Officer and 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.

Please recall that for KMP subject to specific supervisory regulations on remuneration, remuneration policies apply that are in line with the related statutory requirements and the provisions of the Group's Corporate Governance processes.

One of the new aspects for 2024 is that even for KMP that are not subject to specific supervisory regulations on remuneration, in order to ensure a focus on the medium term as well, the MBO system will be structured on the basis of the payment in monetary form of 70% of the bonus accrued at the end of the performance period and the remaining 30% deferred for one year, in the same way as for GM. For KMP subject to specific supervisory regulations on remuneration, the bonus payment is deferred over 3-5 years, partly in monetary form and partly in financial instruments.

The “2024-2026 Performance Share LTIP” for KMP involves the granting of rights to receive Poste Italiane ordinary Shares at the end of a three-year performance period. The maximum number of shares reflects the complexity and responsibilities involved in the beneficiary’s role and their strategic importance. Furthermore, the KMP receive the Share Ownership Guidelines.

The ILT and MBO plans have characteristics consistent with those of the CEO and GM aligned with the perimeter of responsibility and applied consistently with the guidelines of the Strategic Plan 2024-2028 "The Connecting Platform".