Poste Italiane

Pre-Annual General Meeting Information • Apr 18, 2024

Informazione Regolamentata n. 1130-19-2024	Data/Ora Inizio Diffusione 18 Aprile 2024 18:25:18		Euronext Milan
Societa'	:	POSTE ITALIANE
Identificativo Informazione Regolamentata	:	189240
Utenza - Referente	:	POSTEN03 - Fabio Ciammaglichella
Tipologia	:	REGEM; 3.1
Data/Ora Ricezione	:	18 Aprile 2024 18:25:18
Data/Ora Inizio Diffusione	:	18 Aprile 2024 18:25:18
Oggetto	:	Poste Italiane: proposal of a buyback program and call of the AGM
Testo del comunicato

Vedi allegato

POSTE ITALIANE: PROPOSAL OF AUTHORISATION FOR THE PURCHASE AND THE DISPOSAL OF TREASURY SHARES AND CALL OF THE SHAREHOLDERS' MEETING

Roma, 18 April 2024 – The Board of Directors of Poste Italiane S.p.A. ("Poste Italiane" or the "Company"), that met today under the chairmanship of Silvia Maria Rovere, resolved to submit to the Ordinary and Extraordinary Shareholders' Meeting called for 31 May 2024 a proposal to authorize the purchase and subsequent disposal of treasury shares up to a maximum of n. 3.5 million ordinary shares, representing about 0.27% of the share capital, and a total financial commitment of up to 56 million euros ("Buyback Plan").

The Buyback Plan submitted for the approval of the Ordinary Shareholders' Meeting is intended to fulfil the obligations arising from the variable remuneration, to be paid in Poste Italiane shares, to directors or employees of the Poste Italiane Group. More specifically, the treasury shares will be used in the "Equity-based Incentives Plans", i.e.: (i) the long-term incentives plan, "Performance Share LTIP 2024-2026", and (ii) the "2024 short-term equitybased incentive plan for BancoPosta Ring Fenced Capital's Material Risk Takers". Should there be remaining treasury shares, once the allocation provided for under the incentives plans has been completed, those shares may be disposed of in accordance with the terms and conditions set out, from time to time, by the Board of Directors or by those authorized by it, without prejudice to compliance with the limits provided for under any applicable legislation.

The acquisition of treasury shares will be permitted for 18 months from the date of the Shareholders' Meeting's authorization resolution. No time limit has been set for the disposal of the treasury shares purchased.

The purchase of treasury shares will be carried out at a price to be specified on a case-bycase basis, taking into account the procedure selected to carry out the transaction, current legislation and in particular the conditions to trading set out under Article 3 of Regulation (EU) 2016/1052 implementing Regulation (EU) 596/2014, where applicable. In particular, pursuant to article 3 of Regulation 1052, the acquisitions may be made against a consideration that is not higher than the highest price between the price of the last independent trade and the highest current independent purchase bid price on the trading venues where the purchase is carried out. Furthermore, for further precaution, such price shall not diverge up or down by more than 10% of the reference price recorded on the Mercato Telematico Azionario, organized and operated by Borsa Italiana S.p.A., on the day prior to each individual transaction. The sale or other forms of disposition of treasury shares will take place in line with the terms and conditions from time to time determined by the Board of Directors in accordance with current legislation.

In any case, the purchase of treasury shares shall be carried out ensuring the equal treatment among Shareholders, according to the modalities established by Consob within the ambit of Article 144-bis, paragraph 1, of the Consob Issuers Regulation. Purchase transactions may also adopt the procedures envisaged under current legislation or the conditions specified in Article 5 of Regulation (EU) no. 596/2014.

Finally, Poste Italiane currently owns 10,675,798 treasury shares in portfolio – which were acquired (i) in February 2019, (ii) in the period between 30 May 2022 and 13 June 2022,

and (iii) in the period between 10 and 31 May 2023 – whose purpose was to fulfil the obligations deriving from the incentives plans already assigned.

* * *

As previously communicated to the market in the 2024 Financial Calendar published on 30 January 2024 (and subsequently amended on 10 April 2024), the Board of Directors has also convened the Shareholders' Meeting, in ordinary and extraordinary session, for 31 May 2024, on single call.

In particular, as previously communicated to the market on 20 March 2024, the Ordinary Shareholders' Meeting will be called to:

• approve the separate financial statements and examine the consolidated financial statements for the year ending 31 December 2023;
• resolve upon the distribution of a total dividend of € 0.800 per share, of which:
  • (i) € 0.237 per share as a distribution of Poste Italiane's available net income (for a total amount of approximately € 307 million) – to finance the interim dividend for 2023, paid on 22 November 2023;
  • (ii) € 0.563 per share as a distribution of Poste Italiane's available net income to finance payment of the balance of the dividend for 2023.

The Ordinary Shareholders' Meeting will also be called to:

• pass:
  • (i) a binding resolution on the Report on the 2024 remuneration policy including the Guidelines for BancoPosta Ring Fenced Capital's remuneration and incentive policy for 2024 – referred to the members of the Board of Directors, the General Manager, other executives with strategic responsibilities and members of relevant controlling bodies; and
  • (ii) a non-binding resolution on the Report on Amounts paid in 2023;
• adopt equity-based incentive plans. For a detailed description of such plans please refer to the information document prepared pursuant to Article 114-bis of the Consolidated Law on Finance, which will be made public according to the terms of law;
• resolve upon the authorization for the acquisition and subsequent disposal of treasury shares above illustrated.

Lastly, the Extraordinary Shareholders' Meeting will be called to resolve upon changes of the Company's by-laws, relating in particular to a clarification of the corporate purpose, in order to specify – within the scope of carrying out the Group's core activities – the supply of proprietary and/or third parties ICT (Information Communication Technology) digital solutions and/or services.

Notice of call and documentation regarding the matters on the Shareholders' Meeting agenda, foreseen by the applicable regulations, will be made available to the public within the terms laid down by law.

For further information:

Poste Italiane S.p.A. Investor Relations Poste Italiane S.p.A. Media Relations Tel. +39 06 5958 4716 Tel. +39 06 5958 2097 Mail: investor.relations@posteitaliane.it Mail:ufficiostampa@posteitaliane.it

www.posteitaliane.it