Equity-based incentive plans

Equity-based incentive plans

Information Circular prepared pursuant to art. 84-bis of the Regulations for Issuers

This document has been translated into English solely for the convenience of the international reader. In the event of inconsistency between the terms used in the Italian version and the English version, the Italian version shall prevail, as the Italian version constitutes the sole official document.

Introduction	3
Definitions	4
1 Performance Share LTIP 2023-2025	11
1.1 Beneficiaries	11
1.2 Reasons for adoption of the plan	13
1.3 Approval procedure and timing of the award of the instruments	17
1.4 Nature of the instruments awarded	19
2 Conversion into shares of a portion of the bonus vested under the five-year Deliver 2022 LTIP for BancoPosta RFC's Material Risk Takers	24
2.1 Beneficiaries	24
2.2 Reasons for adoption of the plan	26
2.3 Approval procedure and timing of the award of the instruments	29
2.4 Nature of the instruments awarded	31
3 Short-term equity-based incentive plan for 2023, for BancoPosta RFC's Material Risk Takers	35
3.1 Beneficiaries	35
3.2 Reasons for adoption of the plan	37
3.3 Approval procedure and timing of the award of the instruments	42
3.4 Nature of the instruments awarded	45

INTRODUCTION

Dear Shareholders,

This Information Circular (the "Information Circular"), prepared in accordance with art. 84-bis and Form 7 in Annex 3A of the CONSOB Regulation adopted with Regulation 11971 of May 14, 1999, as amended (the "Regulations for Issuers"), relates to the proposed adoption of the "Equity-based incentive plans" approved by the Board of Directors of Poste Italiane S.p.A. (the "Company" or "Poste Italiane").

Poste Italiane's Board of Directors, on the recommendation of the Remuneration Committee, resolved to submit, in accordance with art. 114-bis of Legislative Decree 58 of February 24, 1998, as amended (the "CLF" or "TUF"), the adoption of the "Equity-based incentive plans" to the Shareholders' Meeting to be held on May 8, 2023.

This Information Circular thus provides information on the equity-based incentive plans, referring to the following incentive schemes (the "Incentive Schemes"):

the "Performance Share LTIP 2023-2025" ("Performance Share LTIP"), described in Section 1 of this document;
the "Conversion into shares of a portion of the Bonus vested under the five-year Deliver 2022 LTIP (Performance Period 2018-2022), for BancoPosta RFC's Material Risk Takers", illustrated in Section 2 of this document;
the "Short-term equity-based incentive plan for 2023 for BancoPosta RFC's Material Risk Takers" ("MBO" or "MBO STI Plan"), described in Section 3 of this document.

With reference to the Conversion into shares of a portion of the Bonus vested under the five-year Deliver 2022 LTIP for BancoPosta RFC's Material Risk Takers, it should be noted that in December 2022 the Performance Period (2018-2022) of the Deliver 2022 LTIP has been ended; in the light of the regulatory updates that have taken place and with a view to maintaining a constant alignment between the interests of management and those of shareholders, it is proposed that a portion equal to 55% of the Bonus vested be disbursed to beneficiaries belonging to the perimeter of BancoPosta's Material Risk Takers in Rights to receive Poste Italiane's ordinary Shares.

This Information Circular will be revised, when necessary and in accordance with the terms and conditions established by the regulations in effect, if the proposed adoption of the Incentive Schemes is approved by the Shareholders' Meeting and in compliance with the resolutions adopted by the General Meeting.

The Incentive Schemes described in this Information Circular qualify for classification as of "particular significance", as defined by art. 114-bis, paragraph 3 of the CLF and art. 84-bis, paragraph 2 of the Regulations for Issuers.

This Information Circular has been prepared in accordance with art. 84-bis, paragraph 1 of CONSOB Resolution 11971 of May 14, 1999, as amended and supplemented, and made available for public consultation at the registered office of Poste Italiane, on the authorised storage system "eMarket STORAGE" (), and on the Company's website (https://www.posteitaliane.it/en/remuneration.html).

DEFINITIONS

Unless otherwise indicated, the following terms have the following definitions. It is hereby understood that the following expressions and terms defined in the masculine are also intended to refer to the feminine and that the expressions and terms defined in the singular are also intended to refer to the plural.

"Assignment Date"	Performance Share LTIP
	the date corresponding with or following the Board of Directors' resolution notifying the Beneficiary of participation in the Plan;
	Conversion of the five-year Deliver 2022 LTIP
	coincides with the Vesting Date;
"Available Shares"	the Shares resulting from the Incentive Schemes that have met all of the retention/lock-up requirements and on which all tax and/or contributions have been paid, where applicable;
"Award Date"	the date on which the Beneficiary effectively acquires title to the Shares, following prior completion of all the necessary accounting and administrative procedures;
"BancoPosta Beneficiaries" or "BP	Performance Share LTIP
Beneficiaries"	"key personnel" involved in executing the guidelines in the Strategic Plan, who belong to Material Risk Takers and other BancoPosta personnel and are included in the Plan (including the General Manager);
"BancoPosta RFC"	BancoPosta RFC, having ring-fenced capital separate from Poste Italiane, consists of a collection of assets and contractual rights to be used exclusively to meet the obligations arising from BancoPosta's operations and representing the scope for application of the Bank of Italy's prudential supervisory standards governing such activities;
"Beneficiaries"	the beneficiaries of the Incentive Schemes;
"Board" or "Board of Directors"	the Company's Board of Directors;
"Company"	Poste Italiane S.p.A.;
"Bonus"	MBO
	the bonus paid partly in cash and partly in Rights to receive Shares under the terms and conditions of the short-term incentive plan;

	Conversion of the five-year Deliver 2022 LTIP
	the bonus paid partly in cash and partly, subject to the Conversion, in Rights to receive Shares under the terms and conditions of the five-year Deliver 2022 LTIP;
"Consolidated Law on Banking" or "CLB" or "TUB"	"Consolidated Law on Banking" or Legislative Decree 385 of September 1, 1993, and subsequent amendments and integrations;
"Consolidated Law on Finance" or "CLF" or "TUF"	"Consolidated Law on Finance" or Legislative Decree 58 of February 24, 1998, and subsequent amendments and integrations;
"Control"	has the meaning attributed to it by article 2359, paragraph 1.1 of the Italian Civil Code; "Subsidiary" and "Parent" should be interpreted accordingly;
"Conversion" or "Conversion of the five-year Deliver 2022 LTIP"	means the conversion in Rights to receive Shares of a portion of the Bonus vested of the five-year Deliver 2022 LTIP;
"Deferral Period"	Performance Share LTIP
	for BP Beneficiaries (including the General Manager), the period of 5 years, after the Vesting Date, at the end of which the Malus Provisions are assessed for each deferred portion and 60% of the Rights are granted;
	MBO
	means the period following the Performance Period, the duration of which varies from four to five years depending on the category to which the Beneficiaries belong, at the end of which the Malus Provisions are assessed for the attribution of each deferred portion;
"Deliver LTIP BP MRT Beneficiaries"	indicates the Beneficiaries of the conversion of the five-year Deliver 2022 LTIP belonging to the perimeter of BancoPosta's Material Risk Takers at the date of conclusion of the Performance Period of the said Plan (December 31, 2022);
"Fixed Pay"	the gross annual fixed pay in cash and any fixed remuneration payable by the Company in accordance with art. 2389 of the Italian Civil Code;
"General Manager"	the Company's General Manager, who is also its Chief Executive Officer (also CEO-GM);

"General "Shareholders'	Meeting" Meeting"	or	the general meeting of the Company's shareholders, called on to vote on, among other things, the proposal to adopt equity-based plans and to grant the Board of Directors, with the option of delegating responsibility, all the necessary powers to implement and amend the plans;
"Grant Date"			Performance Share LTIP
			• for the up-front portion, this coincides with the Vesting Date; • for the deferred portions of the BP Beneficiaries (including the General Manager), the date on which the Board of Directors assesses application of the Malus Provisions with reference to the year prior to the end of the Deferral Period for those portions, as a result determining whether or not to grant the Rights relating to the deferred portions;
			Conversion of the five-year Deliver 2022 LTIP
			• coincides with the Vesting Date;
		•	MBO
			• for the up-front portion, this coincides with the Vesting Date; • for the deferred portions, the date on which the Board of Directors assesses application of the Malus Provisions with reference to the year prior to the end of the Deferral Period for those portions, as a result determining whether or not to grant the Rights relating to the deferred portions;
"Hurdle "Qualifying Conditions"	Condition"	and	the conditions, confirmed at the end of the Performance Period, that if not met the Rights (and, as a result, the Shares) are not granted, even if the Performance Targets have been met;
"Incentive Schemes"			indicates the "Performance Share 2023-2025 LTIP", the "Conversion of the five-year Deliver 2022 LTIP" and the "Short-term equity-based incentive plan for 2023" for BancoPosta RFC's Material Risk Takers" ("MBO");
"Laws"			all primary and secondary legislation, or regulations, or any other statutory requirement or provision applicable to the person subject to such legislation,

	regulations or requirements; and "Law" means each of them;
"Lock-up Period"	for the Other Beneficiaries of the Performance Share LTIP, this indicates the two-year period from the Vesting Date, at the end of which title to the Shares representing 60% of the Rights granted is transferred to the Beneficiaries, including the right to dispose of such Shares;
"Malus Provisions"	the provisions to be assessed at the end of the Deferral and Retention Periods prior to grant of the deferred portions and/or subject to Retention;
"Material Risk Takers"	indicates the Beneficiaries meeting the requirements set out in Directive 2013/36/EU, as amended by Directive (EU) no. 878/2019 of the European Parliament and of the Council of May 20, 2019 and by EU Delegated Regulation 2021/923 of the Commission of March 25, 2021, identified on the basis of the "Guidelines for the identification of BancoPosta's Material Risk Takers", for which the supervisory provisions for banks1 on remuneration and incentives apply as defined in the "Guidelines for BancoPosta RFC's remuneration and incentive policies";
"Normalised Value"	the arithmetic mean of the prices of the Shares observed in the 30 Exchange trading days prior to a given date;
"Other Beneficiaries"	Performance Share LTIP
	"key personnel" involved in executing the guidelines in the Strategic Plan who do not belong to BancoPosta's Beneficiaries and are included in the Plan;
"Performance Period"	indicates the annual period (2023) with regard to the MBO, the three-year period (2023-2025) with reference to the Performance Share LTIP and the 2018-2022 period with reference to the five-year Deliver 2022 LTIP with reference to which the Performance Targets are identified;
"Performance Targets"	the Performance Targets assigned for each of the Incentive Schemes;

¹ Circular no. 285/2013 of the Bank of Italy, update 37 of November 24, 2021.

"Poste Italiane Group" or "Group"	collectively: (i) the Company; and (ii) the Company's direct and indirect Subsidiaries;
"Remuneration Committee"	indicates the Committee set up within the Board of Directors of the Company on the basis of article 5 of the Corporate Governance Code (2020 edition – formerly article 6 of the Corporate Governance Code for listed companies, 2018 edition) and given the specific nature of the Company aligned with Bank of Italy Circular no. 285 of December 17, 2013 and subsequent updates;
"Retention Period"	Performance Share LTIP
	for BP Beneficiaries (including the General Manager), the period of one year from the Vesting Date for the Rights in relation to the up-front portion and from the Grant Date for the deferred portions, at the end of which, having confirmed compliance with the requirements relating to BancoPosta RFC's capital adequacy, liquidity and risk-adjusted earnings, as provided for in the Terms and Conditions, actual title to the Shares is transferred to the Beneficiaries, including the right to dispose of such Shares, corresponding to the Rights granted, without prejudice to the commitments undertaken with reference to the Share Ownership Guidelines, where applicable;
	Conversion of the five-year Deliver 2022 LTIP
	for Deliver LTIP BP MRT Beneficiaries indicates the period of one year starting from the Vesting Date equal to 22% of the vested Bonus and the period of two years starting from the Vesting Date equal to 33% of the vested Bonus at the end of which, having confirmed compliance with the requirements relating to BancoPosta RFC's capital adequacy, liquidity and risk-adjusted earnings, actual title to the Shares is transferred to the Beneficiaries, including the right to dispose of such Shares, corresponding to the Rights granted;
	MBO

indicates, with reference to the portion in Shares, the period of one year from the Vesting Date for the upfront portion and from the Grant Date for the deferred portions, at the end of which, having

	confirmed compliance with the requirements relating to BancoPosta RFC's capital adequacy, liquidity and
	risk-adjusted earnings, as provided for in the Terms and Conditions, actual title to the Shares is transferred
	to the Beneficiaries, including the right to dispose of
	such Shares, corresponding to the Rights granted;
"Right"	the right assigned to Beneficiaries to receive a Share
	in accordance with the Terms and Conditions;
"Senior Management"	MBO
	indicates the personnel meeting criterion C3.a.2 identified by Directive (EU) 2019/878 (transposed into Italian law by Article 10 of Law no. 53 of April 22, 2021), i.e. "All members of senior management", identified as the heads of the functions established to report directly to the Head of BancoPosta;
"Share Ownership Guidelines"	Performance Share LTIP
	indicates the "Share Ownership Guidelines" approved by the Board of Directors on February 22, 2023, in consultation with the Remuneration Committee, which govern the commitment not to Transfer a percentage of the Available Shares received under the Plan until the end of their employment or inclusion among key management personnel;
"Shares"	Poste Italiane's ordinary Shares;
"Terms and Conditions"	indicates the Terms and Conditions of Incentive Schemes and subsequent amendments and/or integrations, applicable to the Incentive Schemes;
"Total Shareholder Return" or "TSR"	is an indicator that measures the total return on a Share, represented by the sum of the following components: (i) capital gain: ratio between the change in the Share price (difference between the price recorded at the end and at the beginning of the reference period) and the price recorded at the beginning of the same period; (ii) dividends: ratio between the dividends per Share distributed in the reference period and the price recorded at the beginning of the same period. It is a relative indicator because it measures different levels of achievement based on Poste Italiane's TSR relative to the TSR of the FTSE MIB index over a three-year period;

"Trading Day"	a trading day of the week other than Saturday, Sunday or any other public holiday;
"Transfer" and "To Transfer"	the transfer of Rights or the right to receive Rights, for whatever reason and in whatever circumstances, including the formation of real or personal rights, of a universal or specific nature, for consideration or without consideration, voluntarily or under duress, including the sale, contribution, exchange, lease, usufruct, the conclusion of fiduciary or trust arrangements or other agreements or transactions with an equivalent effect;
"Vesting Date"	the date of the Board of Directors' resolution confirming achievement of the Hurdle and the Qualifying Conditions (where applicable), in addition to the level of achievement of the Performance Targets, determining the total number of vested Rights to the Beneficiaries;

"Trading Day"

a trading day of the week other than Saturday, Sunday
or any other public holiday;

"Transfer" and "To Transfer"

the transfer of Rights or the right to receive Rights,
for whatever reason and in whatever circumstances,
including the formation of real or personal rights, of
a universal or specific nature, for consideration or
without consideration, voluntarily or under duress,
including the sale, contribution, exchange, lease,
usufruct,
the
conclusion
of
fiduciary
or
trust
arrangements or other agreements or transactions
with an equivalent effect;

"Vesting Date"

the date of the Board of Directors' resolution
confirming achievement of the Hurdle and the
Qualifying Conditions (where applicable), in addition
to the level of
achievement of the Performance
Targets, determining the total number of vested
Rights to the Beneficiaries;

1. PERFORMANCE SHARE LTIP 2023-2025 ("PERFORMANCE SHARE LTIP" OR THE "PLAN")

1.1. BENEFICIARIES

1.1.1. Identification of the names of beneficiaries who are members of the board of directors or management board of the financial instrument issuer, of the companies controlling the issuer and of the companies directly or indirectly controlled by it

The Company's Chief Executive Officer and General Manager (CEO-GM) is the Beneficiary of the Plan, in his role as General Manager.

A number of the potential Plan Beneficiaries, in addition to exercising the management powers connected with their positions, may also be members of the boards of directors of Company's Subsidiaries. In any event, as these individuals are potentially Beneficiaries of the Plan, as employees of the Company, such Beneficiaries are not named. Instead, reference should be made to the information provided below.

1.1.2. Categories of employee or other staff of the financial instrument issuer and of the companies that control or are controlled by the issuer

The Board of Directors' meeting of February 22, 2023, on the recommendation of the Remuneration Committee, approved the total number of Plan Beneficiaries, amounting to up to 250 personnel.

Potential Plan Beneficiaries include "key personnel", who have a leading role to play in achieving the Poste Italiane Group's strategic results.

The Beneficiaries will be named by the Board of Directors, in consultation with the Remuneration Committee, or by a person delegated by the Board of Directors.

It is understood that further Beneficiaries may be included also after the date of approval of this document before the expiry of half of the Performance Period, without prejudice – in any case – to the exclusive competence of the Shareholders' Meeting to identify further categories of Beneficiaries of the Plan with respect to as illustrated in this document.

1.1.3. The names of the parties benefiting from the plan belonging to the following groups:

a) general managers of the financial instrument issuer

The Beneficiaries of the Performance Share LTIP include the Company's General Manager.

b) other key management personnel of the financial instrument issuer not classed as "small", as defined by article 3, paragraph 1, letter f) of Regulation 17221 of March 12, 2010, if they have, over the course of the year, received total pay (computed by summing cash payments and equity-based payments) in excess of the highest total pay awarded to members of the Board of Directors or the management board, and to general managers of the financial instrument issuer;

Not applicable, as there are no key management personnel who have, over the course of the previous year, received pay in excess of the amount awarded to the person relevant for the purposes of this paragraph (the CEO-GM).

c) Natural persons controlling the share issuer, who are employees of or who work for the share issuer

Not applicable, as there are no natural persons who control the Company.

1.1.4. Description and quantification, broken down by category:

a) key management personnel other than those referred to in letter b) of paragraph 1.1.3;

The key management personnel, Beneficiaries of the Plan at the date of preparation of this document, are 9.

b) in the case of small companies, as defined by art. 3, paragraph 1, letter f) of Regulation 17221 of March 12, 2010, an indication of the aggregate number of the financial instrument issuer's key management personnel;

Not applicable, as the Company is not classed as a small company.

c) other categories of employee or other staff for whom different Plan terms and conditions apply (for example, executives, middle managers, other employees etc.)

The Plan is for a total of up to 250 Beneficiaries at Group level differentiated with reference to the specific nature of the Plan.

Two macro-categories can be identified in this respect:

the BP Beneficiaries, meaning the "key personnel" for the execution of the Strategic Plan guidelines, who belong to Material Risk Takers and other BancoPosta personnel (approximately 20 resources in total at the date of preparation of this document) and
the Other Beneficiaries, meaning the "key personnel" for the execution of the Strategic Plan guidelines, not belonging to Material Risk Takers and other BancoPosta personnel (approximately 230 resources in total at the date of preparation of this document).

1.2. REASONS FOR ADOPTION OF THE PLAN

1.2.1. Objectives to be achieved by means of the plans

The aim of the Plan is to strengthen the link between the variable component of remuneration and the Group's long-term strategy, in line with the budget and the goals set in the Strategic Plan, over a multi-year period. The Plan is based on Poste Italiane's ordinary Shares and, by providing for suitable holding periods, guarantees the continuous alignment of Beneficiaries' interests with those of the shareholders, fostering a sense of loyalty among the Company's and the Group's key personnel.

Briefly, the Plan is intended to pursue the following objectives:

to focus the attention of the Company's and the Group's key personnel on the achievement of longterm goals, contributing to the creation of value and synergies at Group level;
to strengthen the alignment of management's interests with those of shareholders.
1.2.2. Key variables, including in the form of performance indicators taken into account in the awarding of equity-based plans

As mentioned in point 1.1.4, the Beneficiaries have been divided into two macro-categories to whom different Plan terms and conditions apply:

BP Beneficiaries, including the General Manager;
Other Beneficiaries.

In the case of BP Beneficiaries (including the General Manager), the Plan provides for the granting of Rights to receive Shares at the end of a three-year Performance Period, as follows:

40% up-front at the end of the Performance Period;
for the remaining 60%, in five deferred annual instalments over a five-year period beginning at the end of the Performance Period (the first three equal to 10% of the total Rights vested and the next two equal to 15% of the total Rights vested).

The granting to BP Beneficiaries (including the General Manager) is also subject to the application of a further Retention Period of one year, to be applied to both the up-front and deferred portions.

In the case of BP Beneficiaries (including the General Manager), vesting of the Rights and, therefore, the awarding of the Shares, is subject to confirmation of:

achievement of the Hurdle Condition and Qualifying Conditions;
the level of achievement of the Performance Targets over the Performance Period.

Specifically, the Hurdle Condition and Qualifying Conditions are shown in the following table:

Hurdle Condition	Qualifying Conditions
Group earnings: EBIT €6.9 bn	BancoPosta's capital adequacy: CET 1 risk tolerance level approved in the Risk Appetite Framework
Value rounded to the first decimal place	BancoPosta's short-term liquidity: LCR risk tolerance level approved in the Risk Appetite Framework
	BancoPosta's risk-adjusted earnings: RORAC risk tolerance level approved in the Risk Appetite Framework

The performance targets of the "2023- 2025 Performance Share LTIP" are outlined below:

A maximum level of over performance has been set, above which the incentive remains constant, as well as a hurdle, below which the incentives do not apply and there is, therefore, no payment due.

The three-year EBIT target is defined on the basis of the sum of the EBIT that will be reported annually. The "Relative Total Shareholder Return" compares Poste Italiane and FTSE MIB performance.

The "Green Transition" target is intended to measure the reduction of the Group's total emissions (tCO2e) over the 2023-2025 time horizon. This KPI, monitored over the long term, supports and reinforces the one present in the MBO System, starting from 2021, since attainment of the emissions reduction target at 2025 must also be based on achievement of the short-term objectives.

Finally, the objective "Creating value for the country" takes into account the progress of the sites renovation work related to the "Polis Project" (percentage calculated based on the ratio of the number of initiatives launched to the total number of initiatives that can be physically implemented). Further information on ESG objectives can be found in the relevant section of the Annual Report 2022.

Granting of Rights to receive Shares to the Other Beneficiaries are subject to confirmation of:

achievement of the Hurdle (Group EBIT);
level of achievement of the Performance Targets (Group EBIT, rTSR, Green transition and Creating value for the country) over the Performance Period.

1.2.3. Elements underlying calculation of the amount of equity-based payments, namely the criteria used to determine such payments

The assignment at target (on achieving 100% of all the Performance Targets) is based on a percentage of fixed pay and varies according to the Beneficiary's role and their strategic importance. The assignment at target varies between a minimum of 20% up to a maximum of 100% of fixed pay. The number of Rights assigned to each Beneficiary is obtained by dividing the award at target by the arithmetic mean of the price of the Shares in the thirty stock exchange trading days prior to the Assignment Date.

The vesting of the Rights and thus the granting of the Shares, is conditional on satisfaction of the Hurdle Condition, the Qualifying Conditions (only for BP Beneficiaries) and certain levels of the Performance Targets described in paragraph 1.2.2. In the event of failure to meet the Hurdle Condition and/or the Qualifying Conditions and/or the minimum level required for Performance Targets, the Beneficiaries will not qualify for the Rights and no Shares will be granted.

At the end of the Performance Period (and, therefore, in 2026), the Board of Directors, on the recommendation of the Remuneration Committee, will confirm that the Hurdle and Qualifying Conditions have been met (the latter only with regard to the BP Beneficiaries including the General Manager), and the level of achievement of the Performance Targets, thereby determining the number of Rights to be vested and, therefore, the Rights to grant to each Beneficiary for conversion into Shares in accordance with the Terms and Conditions for the specific category to which the Beneficiary belongs.

The granting to BP Beneficiaries (including the General Manager) of the deferred portions is subject to confirmation of compliance with the risk tolerance levels in the Malus Provisions linked to BancoPosta RFC's capital adequacy, short-term liquidity and risk-adjusted earnings (also "risk-adjusted profitability") in the year prior to the granting.

With regard to the granting of Shares to the BP Beneficiaries (including the General Manager), moreover:

at the end of the Retention Period for the up-front portion, compliance with the risk appetite levels for BancoPosta RFC's capital adequacy, liquidity and risk-adjusted earnings must be confirmed;
at the end of the Retention Period for the deferred Shares, compliance with the risk tolerance levels for BancoPosta RFC's capital adequacy, liquidity and risk-adjusted earnings must be confirmed.

Granting of the Shares is subject to the ex post risk adjustments described in paragraph 1.4.5 and will be made following deduction of the related tax and contributions, where applicable.

1.2.4. Reasons underlying the decision to award equity-based payments based on instruments not issued by the financial instrument issuer, such as financial instruments issued by subsidiaries, parents or third-party companies outside the group of origin; in the event that such instruments are not traded on regulated markets, information on the criteria used to determine the value assigned to them

Not applicable.

1.2.5. Considerations on any significant tax and accounting implications that have affected the nature of the plans

There are no material tax or accounting implications that have had an impact on the nature of the Plan.

1.2.6. Any support for the plan from the Special Fund to Encourage Worker Participation in businesses, as defined in article 4, paragraph 112 of Law 350 of December 24, 2003

Not applicable.

1.3. APPROVAL PROCEDURE AND TIMING OF THE AWARD OF THE INSTRUMENTS

1.3.1. Scope of powers and roles delegated by the General Meeting to the Board of Directors in order to implement the plan

The Board of Directors, on the recommendation of the Remuneration Committee, resolved to submit the Plan for approval to the Shareholders' Meeting to be held on May 8, 2023.

The Shareholders' Meeting will be asked to grant the Board the broadest possible power to effectively implement the Plan, with the option of sub-delegating such powers.

No Beneficiary may take part in the Board's decision-making regarding implementation of the Plan.

1.3.2. Indication of the persons tasked with administering the plan and their role

Without prejudice to the information provided in the paragraph 1.3.1 above, the Board – or persons delegated thereby – is responsible for administrating the Plan, availing itself of the relevant corporate functions.

1.3.3. Any procedures in place for review of the plan, including in response to any changes in the underlying objectives

There is no procedure for reviewing the Plan, although the Board of Directors, or persons delegated by it, on the recommendation of the Remuneration Committee, in consultation, where appropriate, with other internal Board Committees, may propose upward or downward changes of Performance Targets and/or other characteristics of the Plan in the event of significant changes in the scope of the Group or in the accounting standards on which computation of the related economic-financial indicators is based or in the presence of exceptional circumstances, in such a way as to guarantee a situation that is substantially fair compared to the one previously in existence. The General Manager, as a Plan Beneficiary, will not take part in the Board's discussion or deliberation of such matters.

1.3.4. Description of the methods of determining the availability and the award of the financial instruments on which the plans are based

On March 29, 2023, the Board of Directors resolved to submit for approval to the Shareholders' Meeting, to be held on May 8, 2023, the resolution to purchase treasury Shares pursuant to Articles 2357 and 2357-ter.

Therefore, to implement the Plan, the Company will make use of treasury Shares that will be purchased following the favourable resolution passed by the Shareholders' Meeting of May 8, 2023.

1.3.5. Role played by each director in determining the nature of the plan; any conflicts of interest arising in relation to the directors involved

The Remuneration Committee was involved, at the various stages, in defining the essential characteristics of the Plan. The Committee consists entirely of non-executive directors – the majority of which (including the Chair) endowed with the independence requirements as defined by article 2, recommendation 7 of the Corporate Governance Code, as well as the independence requirements pursuant to the combined provisions of Articles 147-ter, paragraph 4, and 148, paragraph 3, of the CLF – which ensure the presence of the required number of members with appropriate expertise and experience in financial matters or remuneration policies and risk management.

The Board, with the abstention of the CEO-GM, on the proposal of the Remuneration Committee after consulting the Control and Risk Committee, resolved to assign the Plan and to submit its adoption to the Shareholders' Meeting.

1.3.6. For the purposes of the requirements of art. 84-bis, paragraph 1, the date of the decision taken by the relevant body to propose approval of the plan by the General Meeting and of the recommendation by the Remuneration Committee

On February 22, 2023, the Board of Directors – on the proposal of the Remuneration Committee, meeting on February 21, 2023 – approved assigning of the Plan to Beneficiaries. On March 29, 2023, said Board approved – on the proposal of the Remuneration Committee which met on March 28, 2023 – this Information Circular which will be presented to the Shareholders' Meeting called for 8 May 2023.

1.3.7. For the purposes of the requirements of art. 84-bis, paragraph 5, letter a), the date of the decision taken by the relevant body regarding the award of the instruments and of the recommendation to this body by the Remuneration Committee

On February 22, 2023, the Board resolved – on the proposal of the Remuneration Committee, meeting on February 21, 2023 – to assign the Plan to Beneficiaries subject to its approval by the Shareholders' Meeting scheduled for May 8, 2023 in a single call.

If the Plan is approved by the Shareholders' Meeting, the Board of Directors, on the recommendation of the Remuneration Committee, and/or a person delegated by the Board, as the case applies, will take the related decisions regarding the Plan's implementation.

1.3.8. The market price, recorded on the above dates, of the financial instruments on which the plan is based, if traded on regulated markets

The official price of Poste Italiane's Shares on the MTA stock market organised and managed by Borsa Italiana S.p.A. pursuant to point 1.3.7, on February 22, 2023, was €9.9080.

It is specified that the number of Rights assigned to Beneficiaries will be defined on the basis of the Normalised Value of the Share at February 22, 2023, equal to €9.9133.

1.3.9. In the case of financial instruments traded on regulated markets, in what terms and in accordance with what procedures does the issuer take into account, when establishing the timing of the award of instruments in implementation of the plans, the potential for the following to occur at the same time: (i) the above award and any decisions in this regard by the Remuneration Committee, and (ii) the disclosure of price sensitive information, as defined by art. 114, paragraph 1; for example, where such information is: a. not already in the public domain and capable of causing market prices to rise, or b. already in the public domain and capable of causing market prices to fall

The actual effectiveness of the Plan will be subject to its approval by the Shareholders' Meeting.

Beneficiaries will acquire the right to receive Shares after a three-year Performance Period and only following confirmation of achievement of the Hurdle Condition, the Qualifying Conditions (for BP Beneficiaries including the General Manager), and the achievement of predetermined Performance Targets and thus, without impacts on the disclosure of sensitive information.

Beneficiaries are prohibited from activating personal insurance, income protection or any other form of coverage that may modify or affect the impact of risk alignment in variable pay plans.

1.4. NATURE OF THE INSTRUMENTS AWARDED

1.4.1. Description of the way in which the equity-based plans are structured.

The Plan envisages the free granting of Rights to receive Shares, in accordance with the Plan Terms and Conditions and the implementing documentation. The number of Rights to be granted to Beneficiaries is subject to the achievement of Performance Targets over the Performance Period, following confirmation of achievement of the Hurdle Condition and - for BP Beneficiaries including the General Manager- achievement of the Qualifying Conditions as well as compliance with the Malus Provisions.

The Rights thus granted to the Beneficiary will be converted into Shares at the end of a Retention/Lock-up Period, with the exception of the Rights relating to the 40% instalment envisaged for the Other Beneficiaries, which will be converted at the end of Performance Period.

1.4.2. Indication of the period of effective implementation of the plan, including reference to any different cycles.

Implementation of the Plan varies depending on the specific category to which the Beneficiary belongs.

In the case of BP Beneficiaries, including the General Manager, the Plan provides for the free granting of Rights to receive Poste Italiane's Shares at the end of a three-year Performance Period, as follows:

40% up-front at the end of the Performance Period;
for the remaining 60%, in five deferred annual instalments over a five-year period beginning at the end of the Performance Period (the first three equal to 10% of the total Rights granted and the next two equal to 15% of the total Rights granted).

The granting to BP Beneficiaries is also subject to the application of a further Retention Period of one year, to be applied to both the up-front and deferred portions.

The above stages are summarised as follows:

The granting of the deferred portion of the Shares will take place following confirmation of compliance with the risk tolerance levels linked to BancoPosta RFC's capital adequacy, short-term liquidity and risk-adjusted earnings and provided that there is no reason to apply the Malus Provisions.

It should also be noted that:

at the end of the Retention Period for the up-front portion, compliance with the risk appetite level for BancoPosta RFC's capital adequacy, liquidity and risk-adjusted earnings must be confirmed;
at the end of the Retention Period for the deferred Shares, compliance with the risk tolerance level for BancoPosta RFC's capital adequacy, liquidity and risk-adjusted earnings must be confirmed.

In the case of the Other Beneficiaries, the granting of Poste Italiane's Shares is entirely up-front at the end of a three-year Performance Period, with 60% of the Shares subject to a further two-year Lock-up Period, structured as follows:

1.4.3. Termination of the plan

Reference should be made to paragraph 1.4.2 above.

1.4.4. The maximum number of financial instruments, including in the form of options, awarded each financial year to named individuals or specific categories

The number of Rights assigned will be determined using the criteria described in paragraphs 1.2.2, 1.2.3 and 1.4.8.

In the case of BP Beneficiaries (including the General Manager), the total variable component (including any award under the short-term incentive scheme) assigned may not exceed the cap set in relation to the fixed component from time to time in force.

1.4.5. Procedures and provisions regarding implementation of the plan, specifying if the effective award of instruments is subject to the occurrence of certain conditions or the achievement of specific results, including those that are performance-related; a description of the related conditions and results

The granting of the Rights is subject to achievement of the Hurdle Condition, the Qualifying Conditions and compliance with the Malus Provisions (the latter for BP Beneficiaries including the General Manager), and the achievement of Performance Targets over the Performance Period. In line with the terms set out in the "Report on the remuneration policy" and the "Guidelines for BancoPosta RFC's remuneration and incentive policies", the Company may request the return of the Shares received or the related cash value, taking into account the related legal, social security and tax considerations, regardless of whether or not the employment relationship with the company or a Group company is still in progress or has ceased. Within 5 years of disbursement of each awardable incentive and, in any event, within the time limit set by the related statute of limitations, the Company may request repayment of any amounts disbursed, up to the entire amount paid, without prejudice to the right to claim for any further damages, in the event of:

• conduct not in compliance with the law, regulations, or the bylaws, the Code of Ethics, the Legislative Decree 231/01 Organisational Model regarding corporate liability and/or the Poste Italiane Group's Integrated Policy applicable to the Company, including BancoPosta RFC, or one of the Group companies, and that has resulted in significant losses for the Company, a Group company or for customers;

further conduct not in compliance with the law, regulations, or the bylaws, the Code of Ethics, the Legislative Decree 231/01 Organisational Model regarding corporate liability and/or the Poste Italiane Group's Integrated Policy applicable to the Company, including BancoPosta RFC, or one of the Group companies, and that gave the Beneficiary an advantage in terms of the incentives due;
violations of the obligations set out in article 26 or, where applicable, article 53, paragraphs 4 et seq. of the Consolidated Law on Banking or of the obligations in respect of remuneration and incentives;
fraud or gross misconduct on the part of the beneficiary to the detriment of the Company, including BancoPosta RFC, or another Group company;
award of the Shares on the basis of information that was subsequently revealed to be inaccurate and/or misleading.

Occurrence of one or more of the above circumstances also results in the application of Malus Provisions to any portions of incentives yet to be awarded.

1.4.6. Indication of any restrictions on the availability of the instruments awarded, or of instruments resulting from the exercise of options, with specific reference to the terms within which it is permitted or prohibited to transfer the instruments to the company itself or to third parties

Both the up-front and deferred Rights are subject to Retention/Lock-up periods: in the case of BP Beneficiaries (including the General Manager), the Retention Period applicable to all the up-front portions or those subject to a 5-year Deferral Period is one year; for the Other Beneficiaries, the Lock-up Period (applicable to 60% of the Rights granted) is two years.

Moreover, in the case of BP Beneficiaries (including the General Manager), the Shares will be awarded, at the end of the Retention Period, only once the following have been confirmed:

for the up-front portion of the Shares, compliance with the risk appetite levels for BancoPosta RFC's capital adequacy, liquidity and risk-adjusted earnings;
for the deferred portion of the Shares, compliance with the risk tolerance levels for BancoPosta RFC's capital adequacy, liquidity and risk-adjusted earnings.

During the Retention/Lock-up Period and, in the case of BP Beneficiaries (including the General Manager), also during the Deferral Period, the related Beneficiaries are not entitled to voting and economic rights.

Where applicable, and following signature of the "Share Ownership Guidelines" approved by the Board of Directors on February 22, 2023, in consultation with the Remuneration Committee, the Beneficiaries have committed to not Transfer a percentage of the Available Shares received under the Plan until the end of their employment or inclusion among key management personnel.

1.4.7. Description of any termination provisions, in relation to awards under the Plan, that are triggered by beneficiaries enter into hedging transactions enabling them to circumvent any restrictions on the sale of the financial instruments awarded, including in the form of options, or of financial instruments resulting from the exercise of options

Beneficiaries are prohibited, at the risk of forfeiting their right to receive Shares, from entering into hedging transactions enabling them to alter or affect the alignment with risk embedded in the terms of the equity-based incentive plans.

1.4.8. Description of the effects of the termination of employment

If, before the Award Date for the Shares, the employment relationship is terminated and the Beneficiary is classed as a "good leaver", the granting of the Shares under the Plan will take place at the natural end of the related Performance Period and the envisaged Deferral/Retention/Lock-Up Periods, provided that the plan Terms and Conditions have been complied with, and subject to confirmation of achievement of the Performance Targets; in this case, however, the Rights will be granted and, the Shares thus awarded, always under the conditions provided for in the Terms and Conditions and on a pro rata basis until the date of termination of the Beneficiary's employment.

If the employment relationship is terminated before the Award Date for the Shares, the Beneficiary classed as a "bad leaver" will automatically lose all the Rights deriving from the Plan, which will become ineffective, and the Beneficiary will not have the right to receive any payment or compensation for whatever reason from the Company.

1.4.9. Indication of any other causes of termination of the Plan

There are no other causes of termination of the Plan.

1.4.10. Reasons for a potential provisions relating to "redemption", by the company, of the financial instruments on which the Plan is based in accordance with art. 2357 et seq. of the Italian Civil Code; indication of the Beneficiaries of the redemption, specifying if the redemption is only aimed at certain categories of employee; the impact of the termination of employment on such redemption

Not applicable.

1.4.11. Any loan or other facilities to be made available for the purchase of shares, as defined by art. 2358, paragraph 3 of the Italian Civil Code

Not applicable.

1.4.12. Indication of assessments of the expected cost to the company at the grant date, as determinable on the basis of the terms and conditions previously established, in terms of a total amount and in relation to each instrument in the plan

The expected cost over the entire life of the Plan, as described in this document, in the event of achievement of the performances at target and assuming that the Share price remains stable over the period, is approximately €17 million for up to 250 Beneficiaries.

1.4.13. Indication of any dilutive effects resulting from the award of shares

In view of the fact that the Shares to be granted to Beneficiaries under the Plan will be made available through the purchase of the treasury Shares (paragraph 1.3.4), it is not expected that there will be any dilutive effects.

1.4.14. Any limits on the exercise of voting rights or on the assignment of property rights

The available Shares will rank pari passu with the other Shares, as no limits on the exercise of voting rights or on the related property rights have been provided for.

1.4.15. If the shares are not traded on a regulated market, all information used in effectively measuring their value

Not applicable.

1.4.16. – 1.4.23

Not applicable.

* * *

The following is Table 1 provided for by paragraph 4.24 of Form 7 of Annex 3A of the Regulations for Issuers.

		CHART 1
		Financial instruments other than stock options
Name and surname or category	Position	Section 2 Newly assigned instruments according to the Board of Directors proposed decision for the Meeting
		Date of shareholder resolution	Type of financial instrument	Number of financial instruments assigned	Assignment date	Eventual purchase price of instruments	Market price at assignment date	Vesting period
Matteo Del Fante	General Manager (employment contract)	08/05/2023	Ordinary shares of Poste Italiane SpA	124,930	22/02/2023		(1) € 9.9133	3 years

Key Management Personnel (92	)	08/05/2023	Ordinary shares of Poste Italiane SpA	327,965	22/02/2023		(1) € 9.9133	3 years

BancoPosta Beneficiaries (12)		08/05/2023	Ordinary shares of Poste Italiane SpA	44,549	22/02/2023		(1) € 9.9133	3 years

Other Beneficiaries (1903	)	08/05/2023	Ordinary shares of Poste Italiane SpA	1,001,259	22/02/2023		(1) € 9.9133	3 years
Notes: (1) Amount calculated by convention, based on the arithmetic average of the prices of Poste Italiane's shares in the thirty stock exchange trading days prior to the assignment date. (2) Including 2 BancoPosta Beneficiaries. (3) Including 14 managers of Group Companies.

The information illustrated above refers to the date of preparation of this document (March 29, 2022).

2. CONVERSION INTO SHARES OF A PORTION OF THE BONUS VESTED UNDER THE FIVE-YEAR DELIVER 2022 LTIP (PERFORMANCE PERIOD 2018-2022), FOR BANCOPOSTA RFC'S MATERIAL RISK TAKERS

This section provides information regarding the conversion in Rights to receive Shares of a portion of the Bonus vested of the five-year Deliver 2022 LTIP, approved in 2018 and with a five-year performance period ending on December 31, 2022. Since this is a Conversion, no new assigning is envisaged with respect to what is appropriately described between 2018 and 2022 in the Company's remuneration and incentive policies, approved annually by the Shareholders' Meeting.

In the light of regulatory updates that have taken place and with a view to maintaining a constant alignment between the interests of management and those of shareholders, it is proposed to convert a portion equal to 55% of the Bonus vested for Deliver LTIP BP MRT Beneficiaries at the end of the Performance Period (December 31, 2022) in Rights to receive Poste Italiane's ordinary Shares, subject to Retention Periods.

2.1. BENEFICIARIES

2.1.1. Identification of the names of beneficiaries who are members of the board of directors or management board of the financial instrument issuer, of the companies controlling the issuer and of the companies directly or indirectly controlled by it

Conversion is envisaged for the Beneficiaries of the five-year Deliver 2022 LTIP belonging to the perimeter of BancoPosta's Material Risk Takers at the end of the Performance Period (December 31, 2022).

The Company's Chief Executive Officer and General Manager (CEO-GM), Matteo Del Fante, is a Beneficiary of the Conversion, in his role as General Manager.

It should be noted that the BancoPosta's Material Risk Takers to whom the Conversion is addressed also include Guido Maria Nola, who is also member of the Board of Director of Poste Italiane's Subsidiaries, and who is a Beneficiary of the Conversion as Head of the BancoPosta Function (Key management personnel).

2.1.2. Categories of employee or other staff of the financial instrument issuer and of the companies that control or are controlled by the issuer

As described in section 2.1.1., the Conversion is envisaged exclusively for the Beneficiaries belonging to the perimeter of BancoPosta's Material Risk Takers as at December 31, 2022, the date on which the Performance Period of such plan ended.

2.1.3. The names of the parties benefiting from the plan belonging to the following groups:

a) general managers of the financial instrument issuer

The Conversion Beneficiaries include the Company's General Manager, Matteo Del Fante.

Not applicable, as there are no Key Management Personnel who have, over the course of the previous year, received pay in excess of the amount awarded to the person relevant for the purposes of this paragraph (the CEO-GM).

c) Natural persons controlling the share issuer, who are employees of or who work for the share issuer

Not applicable, as there are no natural persons who control the Company.

2.1.4. Description and quantification, broken down by category:

a) key management personnel other than those referred to in letter b) of paragraph 2.1.3;

There are no further Beneficiaries of the Conversion in addition to those described in section 2.1.1.

Not applicable, as the Company is not classed as a small company.

c) other categories of employee or other staff for whom different Plan terms and conditions apply (for example, executives, middle managers, other employees etc.)

There are no further Beneficiaries of the Conversion in addition to those described in section 2.1.1.

2.2. REASONS FOR ADOPTION OF THE PLAN

2.2.1. Objectives to be achieved by means of the plans

In order to further strengthen the alignment between the interests of management and those of shareholders, and in light of the regulatory updates that have taken place over a five-year period (2018-2022), the Board of Directors, resolved to submit to the Shareholders' Meeting to be held on May 8, 2023 the proposal to convert 55% of the Bonus vested in Rights to receive Shares, subject to Retention Periods, for the Deliver LTIP BP MRT Beneficiaries at the end of the Performance Period (December 31, 2022). Moreover, during the Retention period, a further strengthening of the link with the Risk Appetite Framework ("RAF") and with the risk governance and management policies adopted by BancoPosta is ensured.

2.2.2. Key variables, including in the form of performance indicators taken into account in the awarding of equity-based plans

Since this is a Conversion, no new assigning is envisaged with respect to what is appropriately described between 2018 and 2022 in the Company's remuneration and incentive policies, approved annually by the Shareholders' Meeting.

In this regard, it is recalled that in support of the corporate strategy, the five-year Deliver 2022 LTIP linked to the achievement of the Performance Targets verified over a five-year time horizon (2018-2022) was launched with a single assignment in 2018.

The Hurdle Condition, the Qualifying Conditions, the Performance Targets and their levels (minimum, target and maximum) were described in detail in the Shareholders' meeting documentation approved in previous years and are set out below for completeness and clarity:

Hurdle Condition and Qualifying Conditions set in 2018

Hurdle Condition	Qualifying Conditions
Group cumulative five-year EBIT - €8.0 bn	BancoPosta's capital adequacy: CET 1
	BancoPosta's short-term liquidity: LCR
Value rounded	BancoPosta's risk-adjusted earnings: RORAC

Performance targets set in 2018

On March 29, 2023, the Board of Directors verified the fulfilment of the Hurdle Condition, the Qualifying Conditions and the level of achievement of the Performance Targets, confirming the consequent vesting of the Bonus (for further details, please refer to the Report on the amounts paid in 2022 submitted for approval to the Shareholders' Meeting to be held on May 8, 2023).

The Plan Conversion provides for the payment of 45% up-front in cash in 2023, as opposed to the originally planned 75%. The remaining 55%, originally planned in cash form, will be converted in Rights to receive Shares subject to Retention Periods of 1 and 2 years. More specifically, 22% of the Bonus vested is subject to a Retention Period of one year from the Vesting Date and 33% of the Bonus vested is subject to a Retention Period of two years from the Vesting Date.

Awarding of the Shares at the end of each Retention Period will take place subject to verification of the risk tolerance level of conditions linked - in addition to capital adequacy and liquidity, originally envisaged - also to risk-adjusted earnings with reference to BancoPosta RFC, as well as Poste Italiane's inclusion in at least two internationally recognised sustainability indices.

The Conversion, therefore, envisages a reduction - from 75% to 45% - of the up-front portion in cash form, while at the same time integrating the Malus provisions with the risk-adjusted earnings referred to BancoPosta RFC, with a view to further strengthening the alignment between the interests of management and those of shareholders.

2.2.3. Elements underlying calculation of the amount of equity-based payments, namely the criteria used to determine such payments

Since this is a Conversion, no new awarding is envisaged with respect to what is appropriately described between 2018 and 2022 in the Company's remuneration and incentive policies, approved annually by the Shareholders' Meeting (within the limit between the variable and fixed component).

The amount of the Bonus vested was determined by the Board of Directors on March 29, 2023 on the basis of the verification of the fulfilment of the Hurdle Condition and the Qualifying Conditions and the level of achievement of the Performance Targets (for further details, please refer to the Report on the amounts paid in 2022 submitted for approval to the Shareholders' Meeting to be held on May 8, 2023).

2.2.4. Reasons underlying the decision to award equity-based payments based on instruments not issued by the financial instrument issuer, such as financial instruments issued by subsidiaries, parents or third-party companies outside the group of origin; in the event that such instruments are not traded on regulated markets, information on the criteria used to determine the value assigned to them

Not applicable.

2.2.5. Considerations on any significant tax and accounting implications that have affected the nature of the plans

There are no material tax or accounting implications that have had an impact on the nature of the Plan.

2.2.6. Any support for the plan from the Special Fund to Encourage Worker Participation in businesses, as defined in article 4, paragraph 112 of Law 350 of December 24, 2003

Not applicable.

2.3. APPROVAL PROCEDURE AND TIMING OF THE AWARD OF THE INSTRUMENTS

2.3.1. Scope of powers and roles delegated by the General Meeting to the Board of Directors in order to implement the plan

The Board of Directors, on the recommendation of the Remuneration Committee, resolved to submit the Plan Conversion for approval to the Shareholders' Meeting to be held on May 8, 2023.

The Shareholders' Meeting will be asked to grant the Board the broadest possible power to effectively implement the Plan Conversion, with the option of sub-delegating such powers.

No Beneficiary may take part in the Board's decision-making regarding implementation of the Plan Conversion.

2.3.2. Indication of the persons tasked with administering the plan and their role

Without prejudice to the information provided in the paragraph 2.3.1 above, the Board – or persons delegated by it – is responsible for administrating the Conversion, availing itself of the relevant corporate functions.

2.3.3. Any procedures in place for review of the plan, including in response to any changes in the underlying objectives

There is no procedure for reviewing the Plan Conversion, without prejudice to the right of the Board of Directors, or persons delegated by it, on the recommendation of the Remuneration Committee, having consulted other internal Board Committees where appropriate, to propose any changes resulting from regulatory changes.

It remains understood that the General Manager, as the Conversion Beneficiary, will not take part in the Board's discussion or deliberation of such matters.

2.3.4. Description of the methods of determining the availability and the award of the financial instruments on which the plans are based

Therefore, to implement the Plan Conversion, the Company will make use of treasury Shares that will be purchased following the favourable resolution passed by the Shareholders' Meeting of May 8, 2023.

2.3.5. Role played by each director in determining the nature of the plan; any conflicts of interest arising in relation to the directors involved

The Remuneration Committee was involved, at the various stages, in defining the essential characteristics of the Plan Conversion. The Committee consists entirely of non-executive directors – the majority of which (including the Chair) endowed with the independence requirements as defined by article 2, recommendation 7 of the Corporate Governance Code, as well as the independence requirements pursuant to the combined provisions of Articles 147-ter, paragraph 4, and 148, paragraph 3, of the CLF – which ensure the presence of the required number of members with appropriate expertise and experience in financial matters or remuneration policies and risk management.

2.3.6. For the purposes of the requirements of art. 84-bis, paragraph 1, the date of the decision taken by the relevant body to propose approval of the plan by the General Meeting and of the recommendation by the Remuneration Committee

On March 29, 2023, the Board approved – on the proposal of the Remuneration Committee which met on March 28, 2023 – this Information Circular which will be presented to the Shareholders' Meeting called for 8 May 2023.

2.3.7. For the purposes of the requirements of art. 84-bis, paragraph 5, letter a), the date of the decision taken by the relevant body regarding the award of the instruments and of the recommendation to this body by the Remuneration Committee

On March 29, 2023, the Board, on the proposal of the Remuneration Committee, which met on 28 March 2023, assigned the conversion into shares of a portion of the Bonus, resulting from verification of the fulfilment of the Hurdle and Qualifying Conditions and the level of achievement of the Performance Targets, confirming the consequent vesting of the Bonus and actioning the Conversion resolved on February 22, 2023, subject to the approval of said plan by the Shareholders' Meeting to be held on May 8, 2023 in single call.

If the Conversion is approved by the Shareholders' Meeting, the Board of Directors, on the proposal of the Remuneration Committee, and/or a person delegated by the Board, as the case applies, will take the related decisions regarding the Conversion's implementation.

2.3.8. The market price, recorded on the above dates, of the financial instruments on which the plan is based, if traded on regulated markets

The official price of Poste Italiane's shares on the MTA stock market organised and managed by Borsa Italiana S.p.A. pursuant to point 2.3.7, on February 22, 2023, was €9.9080 and on March 29, 2023, was €9.5140.

It is specified that the number of Rights assigned to the recipients of the Conversion will be defined on the basis of the Normalised Value of the Share on March 29, 2023, equal to €9.7970.

2.3.9. In the case of financial instruments traded on regulated markets, in what terms and in accordance with what procedures does the issuer take into account, when establishing the timing of the award of instruments in implementation of the plans, the potential for the following to occur at the same time: (i) the above award and any decisions in this regard by the Remuneration Committee, and (ii) the disclosure of price sensitive information, as defined by art. 114, paragraph 1; for example, where such information is: a. not already in the public domain and capable of causing market prices to rise, or b. already in the public domain and capable of causing market prices to fall

The actual effectiveness of the Conversion will be subject to its approval by the Shareholders' Meeting.

It should be noted that the right of the Beneficiaries of the Conversion to receive the Shares will be effective upon its approval by the General Meeting.

It is also specified that the Beneficiaries of the Conversion are prohibited from activating personal insurance, income protection or any other form of coverage that may modify or affect the impact of risk alignment in variable pay plans.

2.4. NATURE OF THE INSTRUMENTS AWARDED

2.4.1. Description of the way in which the equity-based plans are structured.

As mentioned in paragraph 2.2.2. above, the Board of Directors of March 29, 2023 resolved on the existence of the Hurdle Condition, the Qualifying Conditions and the positive achievement of the Performance Targets with the consequent vesting of the Bonus.

The Shares will be granted to the Beneficiaries of the Conversion after the Retention Periods described in this Document have elapsed.

2.4.2. Indication of the period of effective implementation of the plan, including reference to any different cycles.

Since this is a Conversion, please note that the five-year Deliver 2022 LTIP was launched with a single assignment in 2018 and the performance period ended on December 31, 2022.

2.4.3. Termination of the plan

Reference should be made to paragraph 2.4.2 above.

2.4.4. The maximum number of financial instruments, including in the form of options, awarded each financial year to named individuals or specific categories

The number of Rights assigned to the Beneficiaries of the Conversion is represented in Table no. 1 and has been determined in light of the vesting of the Bonus determined by the Board of Directors on March 29, 2023 (as described in paragraphs 2.2.1. and 2.2.2.) and the Normalised Value of the Share on March 29, 2023 (as described in paragraph 2.3.8.).

For further details, please refer to the Report on the amounts paid in 2022 submitted for approval to the Shareholders' Meeting to be held on May 8, 2023.

2.4.5. Procedures and provisions regarding implementation of the plan, specifying if the effective award of instruments is subject to the occurrence of certain conditions or the achievement of specific results, including those that are performance-related; a description of the related conditions and results

In line with the terms set out in the "Report on the remuneration policy" and the "Guidelines for BancoPosta RFC's remuneration and incentive policies", the Company may request the return of the Bonus or the related cash value, taking into account the related legal, social security and tax considerations, regardless of whether or not the employment relationship with the company or a Group company is still in progress or has ceased. Within 5 years of disbursement of each awardable incentive and, in any event, within the time limit set by the

related statute of limitations, the Company may request repayment of any amounts disbursed, up to the entire amount paid, without prejudice to the right to claim for any further damages, in the event of:

conduct not in compliance with the law, regulations, or the bylaws, the Code of Ethics, the Legislative Decree 231/01 Organisational Model regarding corporate liability and/or the Poste Italiane Group's Integrated Policy applicable to the Company, including BancoPosta RFC, or one of the Group companies, and that has resulted in significant losses for the Company, a Group company or for customers;
further conduct not in compliance with the law, regulations, or the bylaws, the Code of Ethics, the Legislative Decree 231/01 Organisational Model regarding corporate liability and/or the Poste Italiane Group's Integrated Policy applicable to the Company, including BancoPosta RFC, or one of the Group companies, and that gave the Beneficiary an advantage in terms of the incentives due;
violations of the obligations set out in article 26 or, where applicable, article 53, paragraphs 4 et seq. of the Consolidated Law on Banking or of the obligations in respect of remuneration and incentives;
fraud or gross misconduct on the part of the beneficiary to the detriment of the Company, including BancoPosta RFC, or another Group company;
award of the Bonus on the basis of information that was subsequently revealed to be inaccurate and/or misleading.

Occurrence of one or more of the above circumstances also results in the application of Malus Provisions to any portions of incentives yet to be paid out/awarded.

2.4.6. Indication of any restrictions on the availability of the instruments awarded, or of instruments resulting from the exercise of options, with specific reference to the terms within which it is permitted or prohibited to transfer the instruments to the company itself or to third parties

The availability constraints on the instruments resulting from the Plan Conversion are described in Section 2.4.2.

2.4.7. Description of any termination provisions, in relation to awards under the Plan, that are triggered by beneficiaries enter into hedging transactions enabling them to circumvent any restrictions on the sale of the financial instruments awarded, including in the form of options, or of financial instruments resulting from the exercise of options

The Beneficiaries of the Conversion are prohibited, at the risk of forfeiting their right to receive Shares, from entering into hedging transactions enabling them to alter or affect the alignment with risk embedded in the terms of the equity-based incentive plans.

2.4.8. Description of the effects of the termination of employment

If, before the date of payment of the Bonus (and thus the effective award of the Shares), the employment relationship is terminated and the Beneficiary of the Conversion is classed as a "good leaver", the payment of the Bonus (and the related portion in Shares) under the Plan Conversion will take place in line with the Plan payment times and Retention Periods envisaged, without prejudice to the assessment of the existence of the conditions set forth in said Plan; in said case, however, the payment of the Bonus and, subsequently, the award of the Shares will take place under the Plan conditions, on a pro-rata basis until the date of termination of the Beneficiary's employment.

If the employment relationship is terminated before payment of the Bonus (and thus the effective award of the Shares), the Beneficiary of the Conversion classed as a "bad leaver" will automatically lose all the Rights

deriving from the Plan, which will become ineffective, and the recipient will not have the right to receive any payment or compensation for whatever reason from the Company.

2.4.9. Indication of any other causes of termination of the Plan

There are no other causes of termination of the Plan.

2.4.10. Reasons for a potential provisions relating to "redemption", by the company, of the financial instruments on which the Plan is based in accordance with art. 2357 et seq. of the Italian Civil Code; indication of the Beneficiaries of the redemption, specifying if the redemption is only aimed at certain categories of employee; the impact of the termination of employment on such redemption

Not applicable.

2.4.11. Any loan or other facilities to be made available for the purchase of shares, as defined by art. 2358, paragraph 3 of the Italian Civil Code

Not applicable.

2.4.12. Indication of assessments of the expected cost to the company at the grant date, as determinable on the basis of the terms and conditions previously established, in terms of a total amount and in relation to each instrument in the plan

The expected cost from the Plan Conversion based on the level of achievement of the Performance Targets resolved upon by the Board of Directors on March 29, 2023 is approximately €1.5 million.

2.4.13. Indication of any dilutive effects resulting from the award of shares

In view of the fact that the Shares to be granted to the Beneficiaries of the Conversion under the Plan will be made available through the purchase of the Company's treasury Shares (paragraph 2.3.4), it is not expected that there will be any dilutive effects.

2.4.14. Any limits on the exercise of voting rights or on the assignment of property rights

The available Shares will rank pari passu with the other Shares, as no limits on the exercise of voting rights or on the related property rights have been provided for.

2.4.15. If the shares are not traded on a regulated market, all information used in effectively measuring their value

Not applicable.

2.4.16. – 2.4.23

Not applicable.

* * *

The following is Table 1 provided for by paragraph 4.24 of Form 7 of Annex 3A of the Regulations for Issuers.

Name and surname or category	Position	CHART 1
		Financial instruments other than stock options
		Section 2 Newly assigned instruments according to the Board of Directors proposed decision for the Meeting
		Date of shareholder resolution	Type of financial instrument	Number of financial instruments assigned	Assignment date	Eventual purchase price of instruments	Market price at assignment date	Vesting period
Matteo Del Fante	General Manager (employment contract)	08/05/2023	Ordinary shares of Poste Italiane SpA	99,648	29/03/2023		(1) € 9.7970	(2) 2 years

Key Management Personnel (1)		08/05/2023	Ordinary shares of Poste Italiane SpA	58,021	29/03/2023		(1) € 9.7970	(2) 2 years
Notes:	(1) Amount calculated by convention, based on the arithmetic average of the prices of Poste Italiane's shares in the thirty stock exchange trading days prior to the assignment date. (2) For the purposes of this table, this relates to the Retention Period, of up to 2 years, in addition to the five-year Performance Period (2018-2022) .

The information illustrated above refers to the date of preparation of this document (March 29, 2023).

3. SHORT-TERM EQUITY-BASED INCENTIVE PLAN FOR 2023 FOR BANCOPOSTA RFC'S MATERIAL RISK TAKERS ("MBO STI PLAN")

3.1. BENEFICIARIES

3.1.1. Identification of the names of beneficiaries who are members of the board of directors or management board of the financial instrument issuer, of the companies controlling the issuer and of the companies directly or indirectly controlled by it

The Company's Chief Executive Officer and General Manager (CEO-GM) is the Beneficiary of the Plan, in his role as General Manager.

The CEO-GM falls within the scope of application of the "Guidelines for BancoPosta RFC's remuneration and incentive policies for 2023" and is therefore subject to the existing supervisory standards for banks.

A number of the potential MBO STI Plan Beneficiaries, in addition to exercising the management powers connected with their positions, may also be members of the boards of directors of Company's Subsidiaries. In any event, as these individuals are potentially Beneficiaries of the MBO STI Plan, as employees of the Company and as belonging to BancoPosta RFC, such Beneficiaries are not named. Instead, reference should be made to the information provided below.

3.1.2. Categories of employee or other staff of the financial instrument issuer and of the companies that control or are controlled by the issuer

Potential Plan Beneficiaries include other executives and middle managers with formal roles within the scope of application of the "Guidelines for BancoPosta RFC's remuneration and incentive policies for 2023". At the date of this document, these include approximately 35 Material Risk Takers identified in accordance with a process based on an exact assessment of each position held within the organisation, assessing the importance of each charge in terms of risk taking. Identification follows a structured assessment process, based on qualitative and quantitative criteria and set out in the "Guidelines for BancoPosta RFC's remuneration and incentive policies for 2023".

3.1.3. The names of the parties benefiting from the plan belonging to the following groups:

a) general managers of the financial instrument issuer

The MBO STI Plan Beneficiaries include the Company's General Manager.

b) other key management personnel of the financial instrument issuer not classed as "small", as defined by article 3, paragraph 1, letter f) of Regulation 17221 of March 12, 2010, if they have, over the course of the year, received total pay (computed by summing cash payments and equitybased payments) in excess of the highest total pay awarded to members of the Board of Directors or the management board, and to general managers of the financial instrument issuer;

c) Natural persons controlling the share issuer, who are employees of or who work for the share issuer

Not applicable, as there are no natural persons who control the Company.

3.1.4. Description and quantification, broken down by category:

a) key management personnel other than those referred to in letter b) of paragraph 3.1.3;

At the time of preparation of this Information Circular, key management personnel who are MBO STI Plan Beneficiaries are:

the Head of the BancoPosta function, Guido Maria Nola;
the Manager Responsible for Financial Reporting, Alessandro Del Gobbo.
b) in the case of small companies, as defined by art. 3, paragraph 1, letter f) of Regulation 17221 of March 12, 2010, an indication of the aggregate number of the financial instrument issuer's key management personnel;

Not applicable, as the Company is not classed as a small company.

c) other categories of employee or other staff for whom different Plan terms and conditions apply (for example, executives, middle managers, other employees etc.)

i. Material Risk Takers belonging to Senior Management with variable remuneration of less than €435,011;
ii. Material Risk Takers belonging to Senior Management with variable remuneration of more than €435,011;
iii. Other Material Risk Takers (not belonging to Senior Management) with variable remuneration of less than €435,011;
iv. Other Material Risk Takers (not belonging to Senior Management) with variable remuneration of more than €435,011.

3.2. REASONS FOR ADOPTION OF THE PLAN

3.2.1. Objectives to be achieved by means of the plans

In accordance with the relevant statutory requirements, the aim of the Plan is to link the variable component of remuneration to BancoPosta RFC's strategy, the budget and the Strategic Plan and short-term performance over an annual period. The Plan is also a useful way of reinforcing the focus on value creation, management by objectives, culture of integration and efficiency and of engaging all the owners of strategic projects and fostering management continuity over the long term through retention. The Plan is based on a structured process for defining incentives and the associated objectives.

The use of the Shares to pay out a portion of the Bonus, accompanied by the Deferral and Retention Periods aims to guarantee the continuous alignment of management's interests with those of the shareholders over time (see points 3.2.2 and 3.4.2 in this document).

3.2.2. Key variables, including in the form of performance indicators taken into account in the awarding of equity-based plans

The MBO STI Plan envisages the right to a Bonus payable partly in cash and partly in Rights to receive Shares, subject to the achievement of the Performance Targets over the Performance Period. Vesting of the Bonus (and thus also the granting of the Rights to receive Shares) is subject to achievement of the Hurdle Condition and the Qualifying Conditions, as described below:

Hurdle Condition	Qualifying Conditions
Group earnings: EBIT € 2.45 bn	BancoPosta's capital adequacy: CET 1 risk tolerance level approved in the Risk Appetite Framework
	BancoPosta's short-term liquidity: LCR risk tolerance level approved in the Risk Appetite Framework
Value rounded	BancoPosta's risk-adjusted earnings: RORAC risk tolerance level approved in the Risk Appetite Framework
determined as follows: • Phase 1 – RORAC; • Phase 2 - an "adjustment mechanism" Quality Index (RQI2 Framework Retail3 BancoPosta Retail (NPSBP ). adjustment mechanism is envisaged that integrates to the "NPSBP	In addition to the Hurdle and Qualifying Conditions described above, there is a bonus pool, which is overall "funding" based on prudential standards with reference to the BancoPosta RFC's is then applied, by combining - in a matrix - the Risk Appetite ) with a non-financial indicator linked to the Net Promoter Score In particular, following the verification of the level of achievement of the BancoPosta RFC's RORAC, an the "RQI" with a non-financial quantitative indicator linked Retail". Should the RORAC be lower than the tolerance level, the bonus pool would be reset to
Hurdle and Qualifying Conditions, the RQI,	zero and there would be no disbursements related to the MBO STI Plan (irrespective of the achievement of the the NPSBP Retail and the Performance Targets).
3 The NPSBP	2 The RQI represents the annual average of the scores of the Risk Appetite Framework indicators calculated quarterly. Retail provides an assessment indicator of BancoPosta Retail customer experience.

Phase 1 overall "funding" based on prudential standards with reference to the BancoPosta RFC's RORAC;
Phase 2 an "adjustment mechanism" is then applied, by combining in a matrix the Risk Appetite Framework Quality Index (RQI² ) with a non-financial indicator linked to the Net Promoter Score BancoPosta Retail (NPSBP Retail³ ).

² The RQI represents the annual average of the scores of the Risk Appetite Framework indicators calculated quarterly.

The Bonus Pool is determined on the basis of funding defined from a prudential perspective, with reference to the RORAC according to the following diagram:

The result of the mechanism described above is further corrected based on a qualitative RAF (RAF - Quality Index – RQI) indicator and an indicator of quality perceived by BancoPosta's retail customers (Net Promoter Score – NPS). In particular, the adjustment is made on the basis of the following table:

		BancoPosta Retail NPS
		Low	Medium	High
RQI	Low	-10.0%	-7.5%	-5.0%
	Medium	-2.5%	0.0%	+2.5%
	High	+5.0%	+7.5%	+10.0%

For the CEO-GM, the Manager Responsible for Financial Reporting, and the Heads of BancoPosta Control Functions, there is no application of the bonus pool, while the Qualifying Conditions with regard to the BancoPosta's LCR, CET 1 and RORAC remain confirmed (it is understood that the BancoPosta RORAC does not apply as a Qualifying condition for the Control Functions).

It should be noted that, in addition to the above Hurdle and Qualifying Conditions, the General Manager must also meet a further Qualifying Condition linked to the Poste Vita Insurance Group's Solvency II Ratio at the risk tolerance level.

The Performance Targets for the MBO STI Plan for the General Manager are as follows:

NOTE: The values of Group EBIT, Group Fixed Costs and Group Total Revenues are rounded to the second decimal place. With regard to EBIT, any changes in the scope of consolidation (positive and negative) generated by M&A and restructuring costs related to redundancies (budgeted at €0.14 billion in 2023) will be neutralised.

The focus on margins is one of the key elements of the Strategic Plan: EBIT, the key objective of the incentive schemes that guarantees their sustainability, represents the overall indicator of performance across all of the Group's business and is measured on an annual and multi-annual basis. In continuity with last year, the MBO scheme envisages a strong focus on total revenue development alongside the focus on cost discipline. The centrality of the sustainability objectives, defined in line with the pillars of the ESG strategy, is also guaranteed in 2023, the year in which protection of the environment and people development are also confirmed as key elements of the Group's strategy, just as the quality of the service offered in the parcel sector continues to be a relevant element for our customers in the light of the growth of e-commerce in Italy. In particular, the objectives linked to the pillar of people development include a focus on training hours (5 million hours) and reducing injuries (initiatives to strengthen occupational health and safety controls are being developed with the aim of reducing workplace injuries by 2%).

The Performance Targets for the MBO STI Plan for the other Beneficiaries are assigned on an individual basis, with a focus on risk-adjusted performance indicators (e.g. BancoPosta's RORAC) and sustainability indicators (e.g. Customer Experience). Payment of the Bonus is linked to the degree to which the assigned Performance Targets are achieved. More details are found in the "Guidelines for BancoPosta RFC's Remuneration and Incentive Policy for 2023".

The MBO STI Plan envisages the right to a Bonus payable partly in cash and partly in Rights to receive Shares for both the up-front and deferred portions (not applicable for variable remuneration of an amount of less than €50,000 and not representing more than one-third of the total annual remuneration). The number of Rights will depend on the Bonus vested and the Normalised Value of the Shares at the vesting date for the Bonus.

The payout method of the Bonus under the MBO STI Plan varies depending on the specific category to which the Beneficiary belongs:

i. in the case of the General Manager and the Head of the BancoPosta function, 60% of the Bonus is deferred for a period of 5 years (pro rata); 45% of the amount payable is paid in cash and 55% in Rights to receive Shares, with a higher percentage of the deferred portion being in Shares;
ii. in the case of Beneficiaries belonging to Senior Management, 40% of the Bonus is deferred for a period of 5 years (pro rata); 45% of the amount payable is paid in cash and 55% in Rights to receive Shares, with a higher percentage of the deferred portion being in Shares. In the event of variable remuneration in excess of €435,011, the structure of the payout will be aligned with the procedure described in point i. above;
iii. for the Other Beneficiaries (not belonging to the previous two categories), 40% of the Bonus is deferred for a period of 4 years (pro rata), with 50% payable in cash and 50% in Rights to receive Shares for both the up-front and deferred portions. In the event of variable remuneration in excess of €435,011, the structure of the payout is modified with the deferred component becoming 60%.

The Rights to receive Shares are subject to a one-year Retention Period for both the up-front and deferred portions.

In all the above cases, payment of the deferred portion will take place each year, provided that the risk tolerance levels for BancoPosta RFC's capital adequacy, liquidity and risk-adjusted earnings been complied with. The same risk tolerance levels must also be complied with at the end of the Retention Period.

More details on the timing and payout method for the MBO STI Plan are provided in paragraph 3.4.2 below.

The variable component as a whole assigned to Material Risk Takers does not exceed the ratio with the fixed component approved by the Shareholders' Meeting, taking into account all the incentive plans (0.33:1 for the BancoPosta Control Functions).

In compliance with existing statutory requirements and the Company's policies, the variable component for Material Risk Takers has the following characteristics:

i. it is determined using performance indicators measured taking into account the level of risk assumed and must be consistent with the Risk Appetite Framework (RAF) and the risk governance and management policies adopted;
ii. it is subject to ex post risk adjustments (malus and clawback provisions), that, based on individual performance or conduct, may result in a significant reduction in the amount payable, potentially to zero or clawback of the variable component (see paragraph 3.4.5).

In line with the Company's policies, Beneficiaries in the Control Functions have short-term incentive schemes that reflect the duties assigned, assigning them qualitative objectives that are not linked to the Company's and BancoPosta RFC's performances (except for application of the Qualifying Conditions related to capital adequacy and liquidity). Constant support in developing a strong, sustainable compliance and risk management culture and in delivering on projects in their areas of responsibility are the key objectives assigned to personnel belonging to the Control Functions within the scope of the MBO STI Plan.

The variable pay of personnel in BancoPosta Control Functions accounts for a lower proportion of total remuneration than the proportion generally applied in the case of Material Risk Takers. The variable component of the remuneration paid to personnel belonging to BancoPosta Control Functions may not, therefore, exceed one third of the fixed component.

3.2.3. Elements underlying calculation of the amount of equity-based payments, namely the criteria used to determine such payments

The amount of the Bonus is based on a percentage of the Beneficiary's fixed pay, based on the responsibilities involved in the role and their strategic importance. The extent of the Bonus at target (on achieving 100% of all the Performance Targets) is differentiated on the above basis and ranges from a minimum of 10% up to a maximum of about 65% of fixed pay.

The vesting of the Bonus (and thus also the award of the Rights to receive Shares) is conditional on satisfaction of the Hurdle Condition, Qualifying Conditions, as well as the level of achievement of the Bonus Pool (where applicable) and certain levels of the Performance Targets already described above in paragraph 3.2.2. No Bonus will be disbursed under the MBO STI Plan if the Hurdle Condition, Qualifying Conditions and/or overall threshold level of the Performance Targets are not satisfied.

With regard to the MBO STI Plan, after the end of the Performance Period, in 2024, the Board of Directors, on the recommendation of the Remuneration Committee, will confirm the achievement of the Hurdle and Qualifying Conditions, as well as the level of achievement of the Bonus Pool (where applicable) and Performance Targets, determining, as a result, the amount of the Bonus due to the General Manager and the Head of the BancoPosta function (and, as a result, the number of Rights). In the case of the remaining Beneficiaries, the assessment will be carried out by the CEO-GM himself, or, as delegated by the CEO-GM, the Head of the BancoPosta function. Assessment of whether or not the Qualifying Conditions have been met will also take place at the end of each Deferral Period and Retention Period.

3.2.4. Payment of the Bonus is subject to the ex post risk adjustments described in paragraph 3.4.5 and will be made following deduction of the related tax and contributions, where applicable. Reasons underlying the decision to award equity-based payments based on instruments not issued by the financial instrument issuer, such as financial instruments issued by subsidiaries, parents or third-party companies outside the group of origin; in the event that such instruments are not traded on regulated markets, information on the criteria used to determine the value assigned to them

Not applicable.

3.2.5. Considerations on any significant tax and accounting implications that have affected the nature of the plans

There are no material tax or accounting implications that have had an impact on the nature of the Plan.

3.2.6. Any support for the plan from the Special Fund to Encourage Worker Participation in businesses, as defined in article 4, paragraph 112 of Law 350 of December 24, 2003

Not applicable.

3.3. APPROVAL PROCEDURE AND TIMING OF THE AWARD OF THE INSTRUMENTS

3.3.1. Scope of powers and roles delegated by the General Meeting to the Board of Directors in order to implement the plan

The Board of Directors, on the recommendation of the Remuneration Committee, resolved to submit the Plan for approval to the Shareholders' Meeting to be held on May 8, 2023.

The Shareholders' Meeting will be asked to grant the Board the broadest possible power to effectively implement the Plan, with the option of sub-delegating such powers.

No Beneficiary may take part in the Board's decision-making regarding implementation of the Plan.

3.3.2. Indication of the persons tasked with administering the plan and their role

Without prejudice to the information provided in the paragraph 3.3.1 above, the Board – or persons delegated by it⁴ – is responsible for administrating the Plan, availing itself of the relevant corporate functions.

3.3.3. Any procedures in place for review of the plan, including in response to any changes in the underlying objectives

3.3.4. Description of the methods of determining the availability and the award of the financial instruments on which the plans are based

Therefore, to implement the Plan, the Company will make use of treasury Shares that will be purchased following the favourable resolution passed by the Shareholders' Meeting of May 8, 2023.

3.3.5. Role played by each director in determining the nature of the plan; any conflicts of interest arising in relation to the directors involved

⁴ The persons potentially delegated by the Board of Directors are the General Manager and/or the Head of the BancoPosta function.

The Board, with the abstention of the CEO-GM, on the proposal of the Remuneration Committee after consulting the Control and Risk Committee, resolved to assign the Plan to the Beneficiaries and to submit its adoption to the Shareholders' Meeting.

3.3.6. For the purposes of the requirements of art. 84-bis, paragraph 1, the date of the decision taken by the relevant body to propose approval of the plan by the General Meeting and of the recommendation by the Remuneration Committee

On March 29, 2023, said Board approved – on the proposal of the Remuneration Committee which met on March 28, 2023 – this Information Circular which will be presented to the Shareholders' Meeting called for 8 May 2023.

3.3.7. For the purposes of the requirements of art. 84-bis, paragraph 5, letter a), the date of the decision taken by the relevant body regarding the award of the instruments and of the recommendation to this body by the Remuneration Committee

The Shareholders' Meeting that will approve the Plan has been called for May 8, 2023 in single call. If the Plan is approved by the General Meeting, the Board of Directors, on the proposal of the Remuneration Committee, and/or a person delegated by the Board, as the case applies, will take the related decisions regarding the Plan's implementation, including the conversion of a portion of the Bonus into Rights to receive Shares based on the Normalised Value of the Shares at the Vesting Date.

The information relating this latter point, required by art. 84-bis, paragraph 5, letter a) of the Regulations for Issuers, is not at this time available and will be provided in compliance with the statutory requirements in effect.

3.3.8. The market price, recorded on the above dates, of the financial instruments on which the plan is based, if traded on regulated markets

The market price, as defined by point 3.3.7, is not available as the General Meeting to approve the Plan will be held on May 8, 2023 and the actual assignment of Shares is expected to take place after the performance period.

The market price of the Shares recorded on the date referred to in paragraph 3.3.6 is as follows:

official price of Poste Italiane's shares on MTA stock market organised and managed by Borsa Italiana S.p.A. on March 29, 2023: €9.5140.
3.3.9. In the case of financial instruments traded on regulated markets, in what terms and in accordance with what procedures does the issuer take into account, when establishing the timing of the award of instruments in implementation of the plans, the potential for the following to occur at the same time: (i) the above award and any decisions in this regard by the Remuneration Committee, and (ii) the disclosure of price sensitive information, as defined by art. 114, paragraph 1; for example, where such information is: a. not already in the public domain and capable of causing market prices to rise, or b. already in the public domain and capable of causing market prices to fall

Implementation of the Plan by the Board of Directors will take place subject to prior approval of the Plan by the General Meeting, having obtained the opinion of the Remuneration Committee, in compliance with the statutory requirements in force.

Beneficiaries will acquire the right to receive the Bonus (and as a result the Rights and Shares) at the end of the Performance Period and only following confirmation of achievement of the Hurdle and the Qualifying Conditions and the achievement of the Bonus Pool (where applicable) and predetermined Performance Targets.

Beneficiaries are prohibited from taking out personal insurance, income protection or any other form of cover that may modify or affect the impact of risk alignment in variable pay plans.

3.4. NATURE OF THE INSTRUMENTS AWARDED

3.4.1. Description of the way in which the equity-based plans are structured.

The MBO STI Plan provides for the payment of a portion of the Bonus vested in the form of Rights to receive Shares under the Terms and Conditions set out. The vesting of the Bonus (and thus the granting of the Rights and, consequently, of the Shares) is subject to achievement of the Hurdle Condition, the Qualifying Conditions and the level of achievement of the Bonus Pool (where applicable) and the Performance Targets, based on the criteria described in paragraph 3.2.2 above.

3.4.2. Indication of the period of effective implementation of the plan, including reference to any different cycles.

The payout method of the MBO STI Plan varies depending on the specific category to which the Beneficiary belongs.

In the case of the General Manager and the Head of the BancoPosta function, 60% of the Bonus is deferred for a period of 5 years (pro rata). 45% of the amount payable is paid in cash and 55% in Rights to receive Shares, with a higher percentage of the deferred portion being in Shares, as follows:

In the case of Beneficiaries belonging to Senior Management, 40% of the Bonus is deferred for a period of 5 years (pro rata). 45% of the amount payable is paid in cash and 55% in Rights to receive Shares, with a higher percentage of the deferred portion being in Shares, as follows:

In the event of variable remuneration in excess of €435,011, the structure of the payout will be aligned with the procedure followed for the General Manager and the Head of the BancoPosta function.

For the Other Beneficiaries (not belonging to the previous two categories), 40% of the Bonus is deferred for a period of 4 years (pro rata), with 50% payable in cash and 50% in Rights to receive Shares for both the upfront and deferred portions, as follows:

In the event of variable remuneration in excess of €435,011, the structure of the payout will be modified to provide for a deferred portion of 60% over 4 years; both the up-front portion and the deferred portion will be paid for 50% in Rights to receive Shares and for 50% in cash according to the scheme presented below:

The portions in Shares are subject to a one-year Retention Period for both the up-front and deferred portions.

3.4.3. Termination of the plan

Reference should be made to paragraph 3.4.2 above.

3.4.4. The maximum number of financial instruments, including in the form of options, awarded each financial year to named individuals or specific categories

Without prejudice to the fact that the variable component assigned to Material Risk Takers (approximately 35 Beneficiaries) is capped at the ratio with the fixed component approved by the Shareholders' Meeting, and without prejudice to the amount of the incentives awarded to Beneficiaries on achievement of the related targets (paragraph 3.2.3), the exact maximum number of Rights assigned each year cannot be determined. The number of Rights vested will, in fact, be determined on the basis of the criteria described in paragraphs 3.2.2, 3.2.3 and 3.4.8.

3.4.5. Procedures and provisions regarding implementation of the plan, specifying if the effective award of instruments is subject to the occurrence of certain conditions or the achievement of specific results, including those that are performance-related; a description of the related conditions and results

Payment of the Bonus linked to the MBO STI Plan is subject to meeting the Hurdle and Qualifying Conditions, the Bonus Pool (where applicable) and of the Performance Targets over the Performance Period.

In line with the terms set out in the "Guidelines for BancoPosta RFC's remuneration and incentive policies", the Company may request the return of the Bonus awarded, taking into account the related legal, social security and tax considerations, regardless of whether or not the employment relationship with the Company or a Group company is still in progress or has ceased. Within 5 years of disbursement of each Bonus and, in any event, within the time limit set by the related statute of limitations, the Company may request repayment of the Bonus, up to the entire amount paid, without prejudice to the right to claim for any further damages, in the event of:

conduct not in compliance with the law, regulations, or the bylaws, the Code of Ethics, the Legislative Decree 231/01 Organisational Model regarding corporate liability and/or the Poste Italiane Group's Integrated Policy applicable to the Company, including BancoPosta RFC, or one of the Group companies, and that has resulted in significant losses for the Company, a Group company or for customers;
further conduct not in compliance with the law, regulations, or the bylaws, the Code of Ethics, the Legislative Decree 231/01 Organisational Model regarding corporate liability and/or the Poste Italiane Group's Integrated Policy applicable to the Company, including BancoPosta RFC, or one of the Group companies, and that gave the Beneficiary an advantage in terms of the incentives due;
violations of the obligations set out in article 26 or, where applicable, article 53, paragraphs 4 et seq. of the Consolidated Law on Banking or of the obligations in respect of remuneration and incentives;
fraud or gross misconduct on the part of the beneficiary to the detriment of the Company, including BancoPosta RFC, or another Group company;
payment of the Bonus on the basis of information that was subsequently revealed to be inaccurate and/or misleading.

Occurrence of one or more of the above circumstances also results in the application of Malus Provisions to any portions of incentives yet to be paid out/awarded.

3.4.6. Indication of any restrictions on the availability of the instruments awarded, or of instruments resulting from the exercise of options, with specific reference to the terms within which it is permitted or prohibited to transfer the instruments to the company itself or to third parties

Both the up-front and deferred Rights are subject to a one-year Retention Period. At the end of the Retention Period, having verified compliance with the risk tolerance levels for BancoPosta RFC's capital adequacy,

liquidity and risk-adjusted earnings, the Rights will be converted into Shares, to which the Beneficiary will effectively acquire title.

3.4.7. Description of any termination provisions, in relation to awards under the Plan, that are triggered by beneficiaries enter into hedging transactions enabling them to circumvent any restrictions on the sale of the financial instruments awarded, including in the form of options, or of financial instruments resulting from the exercise of options

Beneficiaries are prohibited, at the risk of forfeiting their right to payment of the Bonus, from entering into hedging transactions enabling them to alter or affect the alignment with risk embedded in the terms of the equity-based incentive plans.

3.4.8. Description of the effects of the termination of employment

If, before payment of the Bonus (and thus the effective award of the Shares), the employment relationship is terminated and the Beneficiary is classed as a "good leaver", the granting of the Bonus (and thus the related portion in Shares) under the Plan will take place at the natural end of the related Performance Period and the envisaged Deferral and Retention Periods, provided that the plan Terms and Conditions have been complied with, and subject to confirmation of achievement of the relevant Performance Targets; in this case, however, the Rights will be granted and, the Shares thus awarded, always under the conditions provided for by Terms and Conditions, on a pro rata basis until to the date of termination of the Beneficiary's employment.

If the employment relationship is terminated before payment of the Bonus (and thus also the effective award of the Shares), the Beneficiary classed as a "bad leaver" will automatically lose all the Rights deriving from the Plan, which will become ineffective, and the Beneficiary will not have the right to receive any payment or compensation for whatever reason from the Company.

In addition, all payments linked to the early termination of the employment relationship to which the Beneficiary is entitled are made in accordance with the procedures for the MBO STI Plan with regards to deferral, equity-based payments (Shares) and confirmation of compliance with BancoPosta RFC's capital adequacy and liquidity. Further details are provided in paragraph 4.5 in the "Guidelines for BancoPosta RFC's remuneration and incentive policies for 2023".

3.4.9. Indication of any other causes of termination of the Plan

There are no other causes of termination of the Plan.

3.4.10. Reasons for a potential provisions relating to "redemption", by the company, of the financial instruments on which the Plan is based in accordance with art. 2357 et seq. of the Italian Civil Code; indication of the Beneficiaries of the redemption, specifying if the redemption is only aimed at certain categories of employee; the impact of the termination of employment on such redemption

Not applicable.

3.4.11. Any loan or other facilities to be made available for the purchase of shares, as defined by art. 2358, paragraph 3 of the Italian Civil Code

Not applicable.

3.4.12. Indication of assessments of the expected cost to the company at the grant date, as determinable on the basis of the terms and conditions previously established, in terms of a total amount and in relation to each instrument in the plan

This amount cannot currently be computed as it will depend on the value of (i) the variable short-term component, and (ii) the Shares at the time the Rights are granted. The estimated cost of over the life of the Plan, as described in this Information Circular in line with paragraph 3.4.8 and assuming that the Share price remains stable over the period (with respect to a price registered in the thirty stock exchange trading days prior to the date of the Board's approval of submission of the proposed Plan to the Shareholders' Meeting for approval) is approximately €8 million.

3.4.13. Indication of any dilutive effects resulting from the award of shares

In view of the fact that the Shares to be granted to Beneficiaries under the Plan will be made available through the purchase of the treasury Shares (paragraph 3.3.4), it is not expected that there will be any dilutive effects.

3.4.14. Any limits on the exercise of voting rights or on the assignment of property rights

The available Shares will rank pari passu with the other Shares, as no limits on the exercise of voting rights or on the related property rights have been provided for.

3.4.15. If the shares are not traded on a regulated market, all information used in effectively measuring their value

Not applicable.

3.4.16. – 3.4.23

Not applicable.

* * *

Table 1, as provided for in paragraph 4.24 of Form 7 of Annex 3A to the Regulations for Issuers, will be provided later in accordance with the procedures established by art. 84-bis, paragraph 5, letter a) of the Regulations for Issuers.

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4431_agm-r_2023-04-07_8210863c-8da4-4dfa-b8d8-6545074c14dd.pdf

Equity-based incentive plans

Contents

INTRODUCTION

DEFINITIONS

1. PERFORMANCE SHARE LTIP 2023-2025 ("PERFORMANCE SHARE LTIP" OR THE "PLAN")

1.1. BENEFICIARIES

1.1.2. Categories of employee or other staff of the financial instrument issuer and of the companies that control or are controlled by the issuer

1.1.3. The names of the parties benefiting from the plan belonging to the following groups:

1.1.4. Description and quantification, broken down by category:

1.2. REASONS FOR ADOPTION OF THE PLAN

1.2.1. Objectives to be achieved by means of the plans

1.2.3. Elements underlying calculation of the amount of equity-based payments, namely the criteria used to determine such payments

1.2.5. Considerations on any significant tax and accounting implications that have affected the nature of the plans

1.3. APPROVAL PROCEDURE AND TIMING OF THE AWARD OF THE INSTRUMENTS

1.3.1. Scope of powers and roles delegated by the General Meeting to the Board of Directors in order to implement the plan

1.3.2. Indication of the persons tasked with administering the plan and their role

1.3.3. Any procedures in place for review of the plan, including in response to any changes in the underlying objectives

1.3.4. Description of the methods of determining the availability and the award of the financial instruments on which the plans are based

1.3.5. Role played by each director in determining the nature of the plan; any conflicts of interest arising in relation to the directors involved

1.3.6. For the purposes of the requirements of art. 84-bis, paragraph 1, the date of the decision taken by the relevant body to propose approval of the plan by the General Meeting and of the recommendation by the Remuneration Committee

1.3.7. For the purposes of the requirements of art. 84-bis, paragraph 5, letter a), the date of the decision taken by the relevant body regarding the award of the instruments and of the recommendation to this body by the Remuneration Committee

1.3.8. The market price, recorded on the above dates, of the financial instruments on which the plan is based, if traded on regulated markets

1.4. NATURE OF THE INSTRUMENTS AWARDED

1.4.1. Description of the way in which the equity-based plans are structured.

1.4.2. Indication of the period of effective implementation of the plan, including reference to any different cycles.

1.4.3. Termination of the plan

1.4.4. The maximum number of financial instruments, including in the form of options, awarded each financial year to named individuals or specific categories

1.4.6. Indication of any restrictions on the availability of the instruments awarded, or of instruments resulting from the exercise of options, with specific reference to the terms within which it is permitted or prohibited to transfer the instruments to the company itself or to third parties

1.4.8. Description of the effects of the termination of employment

1.4.9. Indication of any other causes of termination of the Plan

1.4.12. Indication of assessments of the expected cost to the company at the grant date, as determinable on the basis of the terms and conditions previously established, in terms of a total amount and in relation to each instrument in the plan

1.4.13. Indication of any dilutive effects resulting from the award of shares

1.4.14. Any limits on the exercise of voting rights or on the assignment of property rights

1.4.15. If the shares are not traded on a regulated market, all information used in effectively measuring their value

1.4.16. – 1.4.23

2. CONVERSION INTO SHARES OF A PORTION OF THE BONUS VESTED UNDER THE FIVE-YEAR DELIVER 2022 LTIP (PERFORMANCE PERIOD 2018-2022), FOR BANCOPOSTA RFC'S MATERIAL RISK TAKERS

2.1. BENEFICIARIES

2.1.1. Identification of the names of beneficiaries who are members of the board of directors or management board of the financial instrument issuer, of the companies controlling the issuer and of the companies directly or indirectly controlled by it

2.1.2. Categories of employee or other staff of the financial instrument issuer and of the companies that control or are controlled by the issuer

2.1.3. The names of the parties benefiting from the plan belonging to the following groups:

2.1.4. Description and quantification, broken down by category:

2.2. REASONS FOR ADOPTION OF THE PLAN

2.2.1. Objectives to be achieved by means of the plans

2.2.2. Key variables, including in the form of performance indicators taken into account in the awarding of equity-based plans

Hurdle Condition and Qualifying Conditions set in 2018

Performance targets set in 2018

2.2.3. Elements underlying calculation of the amount of equity-based payments, namely the criteria used to determine such payments

2.3. APPROVAL PROCEDURE AND TIMING OF THE AWARD OF THE INSTRUMENTS

2.3.1. Scope of powers and roles delegated by the General Meeting to the Board of Directors in order to implement the plan

2.3.2. Indication of the persons tasked with administering the plan and their role

2.3.3. Any procedures in place for review of the plan, including in response to any changes in the underlying objectives

2.3.4. Description of the methods of determining the availability and the award of the financial instruments on which the plans are based

2.3.5. Role played by each director in determining the nature of the plan; any conflicts of interest arising in relation to the directors involved

2.3.6. For the purposes of the requirements of art. 84-bis, paragraph 1, the date of the decision taken by the relevant body to propose approval of the plan by the General Meeting and of the recommendation by the Remuneration Committee

2.3.7. For the purposes of the requirements of art. 84-bis, paragraph 5, letter a), the date of the decision taken by the relevant body regarding the award of the instruments and of the recommendation to this body by the Remuneration Committee

2.3.8. The market price, recorded on the above dates, of the financial instruments on which the plan is based, if traded on regulated markets

2.4. NATURE OF THE INSTRUMENTS AWARDED

2.4.1. Description of the way in which the equity-based plans are structured.

2.4.2. Indication of the period of effective implementation of the plan, including reference to any different cycles.

2.4.3. Termination of the plan

2.4.4. The maximum number of financial instruments, including in the form of options, awarded each financial year to named individuals or specific categories

2.4.8. Description of the effects of the termination of employment

2.4.9. Indication of any other causes of termination of the Plan

2.4.13. Indication of any dilutive effects resulting from the award of shares

2.4.14. Any limits on the exercise of voting rights or on the assignment of property rights

2.4.15. If the shares are not traded on a regulated market, all information used in effectively measuring their value

3. SHORT-TERM EQUITY-BASED INCENTIVE PLAN FOR 2023 FOR BANCOPOSTA RFC'S MATERIAL RISK TAKERS ("MBO STI PLAN")

3.1. BENEFICIARIES

3.1.2. Categories of employee or other staff of the financial instrument issuer and of the companies that control or are controlled by the issuer

3.1.3. The names of the parties benefiting from the plan belonging to the following groups:

3.1.4. Description and quantification, broken down by category:

3.2. REASONS FOR ADOPTION OF THE PLAN

3.2.1. Objectives to be achieved by means of the plans

3.2.2. Key variables, including in the form of performance indicators taken into account in the awarding of equity-based plans

The Performance Targets for the MBO STI Plan for the General Manager are as follows:

3.2.3. Elements underlying calculation of the amount of equity-based payments, namely the criteria used to determine such payments

3.3. APPROVAL PROCEDURE AND TIMING OF THE AWARD OF THE INSTRUMENTS