AGM Information • Mar 29, 2023
AGM Information
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Poste Italiane S.p.A.
Registered Office in Rome - Viale Europa, n. 190
Share Capital € 1,306,110,000.00 fully paid in
Taxpayer Identification and Rome Company Register n. 97103880585
R.E.A. of Rome n. 842633
V.A.T. registration n. 01114601006
An ordinary Shareholders' Meeting will be held on single call on 8 May 2023 at 9:30 a.m. in Rome, at the premises of the Company located in Viale Europa n. 175, to discuss and resolve on the following
It should be noted that the provisions of this notice of call are in line with the provisions of article 106, paragraph 4, of the Law Decree no. 18 of 17 March 2020 (the "Law Decree 18/2020"), converted with amendments by article 1, paragraph 1, of the Law 24 April 2020 No. 27 (the effectiveness of which was extended, lastly, by Law Decree 29 December 2022 No. 198, in turn converted with amendments by Law 24 February 2023, No. 14).
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The Company has decided to avail itself of the faculty established by article 106, paragraph 4, of the Law Decree no. 18 of 17 March 2020 (the "Law Decree 18/2020") providing that the attendance of the Shareholders' Meeting shall be only permitted through the representative appointed by the Company pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the corporate bylaws – i.e., Monte Titoli S.p.A., whose registered office is in Milan ("Monte Titoli" or the "Appointed Representative") – as subsequently indicated in the paragraph "Modalities of attendance of the Shareholders' Meeting".
Pursuant to the Law Decree 18/2020, without prejudice to the indications related to the attendance of the Shareholders' Meeting of those entitled to vote, the other parties entitled to be present at the Shareholders Meeting (Chairman, Notary, Appointed Representative, Directors and Standing Auditors), or authorized to attend the Meeting by the Chairman (employees and partners of the Company, representatives of the external audit firm), shall attend the Shareholders' Meeting by audio-conferencing means (with the methods communicated to them individually) which also guarantee their identification, not being needed in any case the simultaneous presence in the same venue of the Chairman and of the Notary.
It will not be possible to participate in the Shareholders' Meeting by electronic means nor to vote by correspondence.
As of the date of the present notice, the share capital of Poste Italiane S.p.A. amounts to € 1,306,110,000.00, divided into 1,306,110,000 ordinary shares without par value. As of today, the Company holds no. 7,535,991 own shares, representing 0.5770% of the Company's share capital.
Pursuant to article 83-sexies of the Consolidated Law on Finance and article 10.1 of the corporate bylaws, shareholders are entitled to attend and to vote at the Shareholders' Meeting – according to terms and modalities indicated in the subsequent paragraph of this Notice – if the Company has received a special notice from an authorized intermediary based on the accounting records at the end of the seventh trading day preceding the date of the Shareholders' Meeting (i.e., 26 April 2023). Credit and debit entriesrecorded on the accounts subsequently to such date do not count for the purpose of entitlement to vote at the Shareholders' Meeting.
The intermediary's notice must be received by Poste Italiane S.p.A. by the end of the third trading day preceding the date set for the Shareholders' Meeting (i.e., by 3 May 2023), without prejudice to the right to attend and to vote in the event the Company receives the notice after the aforesaid deadline, provided it is received before the Shareholders' Meeting begins.
A. Proxy pursuant to article 135-undecies of the Consolidated Law on Finance (the "Proxy to the Appointed Representative")
Pursuant to article 106, paragraph 4, of the Law Decree 18/2020, the attendance of the Shareholders' Meeting of those entitled to vote shall be only permitted through Monte Titoli S.p.A., as the representative appointed by the Company for this purpose pursuant to article
135-undecies of the Consolidated Law on Finance and article 11.5 of the corporate bylaws.
The Proxy to the Appointed Representative pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the corporate bylaws – to be granted without charge for the delegator (except for any shipping costs) – must contain voting instructions regarding all or some of the items on the agenda.
In this regard, shareholders shall use the specific form available, together with the related instructions for filling it out and sending it, in the section of the Company's website www.posteitaliane.it dedicated to the present Shareholders' Meeting.
The above proxy, containing voting instructions – together with a copy of a valid ID document of the delegating subject or, if the latter is a legal entity, of the pro tempore legal representative or of another subject with due powers, together with documentation suitable to certify their qualification and powers – must be provided to the Appointed Representative by the end of the second trading day preceding the date of the Shareholders' Meeting (i.e. 4 May 2023), according to one of the following alternative manner:
website dedicated to this Shareholders' Meeting.
The Proxy to the Appointed Representative and the instructions granted may be revoked by the aforesaid deadline in the ways specified above.
The Proxy to the Appointed Representative has effect only for the proposals regarding which voting instructions have been given. The shares for which the proxy, even if partial, was conferred are counted for the purposes of the quorum required for the Shareholders' Meeting. With regard to the proposals for which voting instructions have not been given, the shares are not counted for the purposes of calculating the majority and the percentage of capital required for the approval of the resolutions.
Alternatively, pursuant to article 106, paragraph 4, of the Law Decree 18/2020, to Monte Titoli S.p.A. may also be granted proxies and/or sub-proxies pursuant to article 135-novies of Consolidated Law on Finance, as an exception to art. 135-undecies, paragraph 4, of the same Consolidated Law on Finance.
To this end, the appropriate proxy/sub-proxy form available in the section of the Company's website (www.posteitaliane.it) dedicated to the present Shareholders' Meeting may be used. The Ordinary Proxy (or the sub-proxy) – together with a copy of a valid ID document of the delegating subject or, if the latter is a legal entity, of the pro tempore legal representative or of another subject with due powers, together with documentation suitable to certify their qualification and powers – must be provided to the Appointed Representative according to one of the following alternative manner:
• transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address [email protected] (Ref. "Proxy Poste Italiane Shareholders' Meeting 2023") from the certified email address of the delegating subject (or, in case of unavailability of a certified email address, from the ordinary email of the delegating
subject; in such a case the proxy containing voting instructions must be signed through qualified or ature);
• transmission of the original of the proxy, by courier or by registered mail with notification of receipt, at the following address: Monte Titoli S.p.A. – k.a. Ufficio Register & AGM Services, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. "Proxy Poste Italiane Shareholders' Meeting 2023"), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address [email protected] (Ref. "Proxy Poste Italiane Shareholders' Meeting 2023").
The Ordinary Proxy may contain voting instructions regarding all or some of the items on the agenda, being understood that Monte Titoli S.p.A. shall not express any vote in the Shareholders' Meeting with respect to those proposals in relation to which precise voting instructions have not been given.
In order to allow the Company and Monte Titoli S.p.A. to receive and check the Ordinary Proxies in advance with respect to the beginning of the Meeting, those entitled to grant are requested to send the Ordinary Proxies preferably no later than 6:00 p.m. of 7 May 2023.
The Ordinary Proxies and the connected instructions may be revoked up to the beginning of the Meeting, sending a message to the email address [email protected].
Any clarification connected to the granting of the proxy to the Appointed Representative (particularly with respect to the filling in of the form of proxy, the voting instructions and their transmission) may be requested to Monte Titoli S.p.A. by email to the address [email protected] or by telephone at the number +39.02. 33635810 (active on week days from 9:00 a.m. to 5:00 p.m.).
Pursuant to article 126-bis, paragraph 1, first sentence, of the Consolidated Law on Finance,
shareholders representing, even jointly, at least 2.5% of the share capital may request, in writing and within the term of ten days from the publication of the present notice – in this regard, taking into account that this term would expire on 8 April 2023, i.e. Saturday before the national holiday coinciding with Easter, this term is postponed to Tuesday 11 April 2023 – additions to the list of items on the agenda, specifying in their request the additional matters they propose, or present proposals for resolutions on matters already on the agenda of the Shareholders' Meeting. Additions to the agenda are not admitted with regard to matters on which Shareholders' Meetings resolve, according to the law, on proposals of the Board of Directors or on the basis of a project or a report prepared by them other than those specified in article 125-ter, paragraph 1, of the Consolidated Law on Finance. Pursuant to the regulations in force, shareholders are entitled to request additions to the agenda, or to present proposals for resolutions on matters already on the agenda of the Shareholders' Meeting, if the Company has received a special notice from an authorized intermediary certifying their possession of the equity interest required.
For further information on the right to request additions to the agenda and to present proposals for resolutions, as well as on the related procedures for exercising such right, see the section of the Company's website dedicated to the present Shareholders' Meeting.
Following the terms and modalities of attendance of the Shareholders' Meeting above indicated – with respect to the provisions of article 126-bis, paragraph 1, third sentence, of the Consolidated Law on Finance, according to which those with voting rights may individually present resolution proposals in the Shareholders' Meeting – the Company also informs that:
• these possible proposals – to be expressed in a clear and complete way – must be sent to the Company, by email to the certified address [email protected], no later than 21 April 2023, so that those with voting rights may view them for the purpose of granting proxies and/or sub-proxies to the Appointed Representative, with relative voting instructions (as previously indicated in the paragraph "Modalities of attendance of the Shareholders' Meeting");
Pursuant to article 127-ter, paragraph 1-bis, of the Consolidated Law on Finance, questions regarding the items on the agenda may be asked before the Shareholders' Meeting by shareholders who are entitled to vote and on behalf of whom the Company has received a special notice from an authorized intermediary pursuant to the regulations in force. The questions of those who intend to avail themselves of such right must be received by the Company by the date indicated in article 83-sexies, paragraph 2, of the Consolidated Law on Finance (i.e., by the seventh trading day preceding the date of the Shareholders' Meeting, and therefore by 26 April 2023). In order to allow those entitled to vote to cast their vote through the Appointed Representative, while also taking into account the feedback the Company has provided to these questions, the latters received by the term above indicated will be answered at latest four days prior to the Shareholders' Meeting (i.e., by 4 May 2023) by publication in a specific section of the Company website. For further information on the right to ask questions before the Shareholders' Meeting and on the procedures for exercising such right, see the section of the Company's website dedicated to the present Shareholders'
Meeting.
Pursuant to the Consolidated Law on Finance and the corporate bylaws, the members of the Board of Directors are elected by slating vote. With this respect the expiring Board of Directors has put forward, upon proposal of the Nomination and Corporate Governance Committee, guidelines on the size and composition of the new Board of Directors, in compliance with recommendations of the Corporate Governance Code (Article 4, Principle XIII, Recommendation No. 23), which the Company decide to comply with notwithstanding the above Recommendation is addressed to the companies other than those ones with concentrated ownership. These guidelines can be consulted on the Company's web site (www.posteitaliane.it). At this regard, again according to the indication for companies other than those with concentrated ownership in the same above-mentioned Recommendation of the Corporate Governance Code, shareholders submitting a slate with a number of candidates that is higher than half the number of members to be elected are also suggested (i) to provide adequate information on the compliance of the slate with the board guidelines mentioned above, and (ii) to identify its candidate for the chairmanship of the board, whose appointment is conducted according to the company's bylaws.
Only shareholders who, alone or together with other shareholders, result to own at least 1% of the company's share capital are entitled to file a slate.
Preparation, filing and publication of the slates shall be performed in compliance with Article 14 of the corporate bylaws, to which is made reference to for what not expressly provided for here below.
With reference to the preparation of the slates and the composition of the Board of Directors, it shall be noted that:
• pursuant to Article 147-quinquies of the Consolidated Law on Finance, the directors of listed companies must possess the requirements of integrity required for statutory
auditors of listed companies, provided by Article 2 of the Decree of the Ministry of Justice, No. 162 of March 30, 2000;
the same slate of the Directors who have left their office;
• in compliance with the recommendations of the Corporate Governance Code (Recommendation No. 15), as well as with the provisions of te DM 169/2020, the Board of Directors adopted a specific guideline regarding the maximum number of offices that its members may hold in the corporate bodies of other companies (including listed companies and those ones of significant size) in order to ensure that the persons concerned have sufficient time to effectively perform the role they have in the Board of Directors of Poste Italiane S.p.A.; the document containing this guideline can be consulted on the Company's website (www.posteitaliane.it).
Pursuant to Article 147-ter of the Consolidated Law on Finance, the slates – together with the necessary documentation – shall be filed no later than twenty-five days before the Meeting (i.e. by 13 April 2023). The slates must be filed at the Company's registered office (i) through delivery by hand of the documentation to Poste Italiane S.p.A.'s Corporate Affairs/Affari Societari department (at Viale Europa n. 175 - 00144 Rome, from Monday to Friday possibly from 10 am to 6 pm), or electronically (ii) by email to the certified address [email protected]; together with the filing of the slates, information allowing for the identification of the persons submitting the slates shall also be provided.
The ownership of the minimum percentage of the share capital of the Company required to submit the slates is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed with the Company. The relevant certificate, issued by an authorized intermediary, may also be provided after the filing of the slates but, in any case, no later than twenty-one days before the date of the Meeting (i.e. by 17 April 2023, this being the deadline for the Company to publish the slates).
Slates shall be filed with the Company together with the declarations of the individual candidates under which they accept their candidacy and certify, under their own responsibility, the absence of any cause of ineligibility e incompatibility, as well as their satisfaction of the requirements of honorableness, professionalism, and independence (also
pursuant to Recommendation No. 7 of the Corporate Governance Code), including judgment, and the fulfilment of criteria of integrity and competence for their respective offices specified by the law and regulations in force (including the DM 169/2020), by the Bank of Italy's Supervisory Regulations applicable to Poste Italiane and by the corporate bylaws, and the additional documentation required by Article 144-octies, paragraph 1, letter b) of Consob Resolution No. 11971 of May 14, 1999.
Please be advised that those who submit a minority slate are also subject to the recommendations made by Consob in Communication No. DEM/9017893 of February 26, 2009.
Finally, pursuant to the corporate bylaws, for the purposes of identifying the Directors to be elected, the candidates designated on the slates that have obtained a number of votes amounting to less than half of the percentage required for the presentation of the same slates shall not be taken into account.
For any further information on the appointment of the Board of Directors, shareholders are invited to read the explanatory report prepared by the same Board of Directors on the relevant item on the agenda.
The documentation concerning the items on the agenda provided for by the law and regulations – including, among other things, the reports on the matters on the agenda and the related resolutions proposed, as well as the annual financial report – is available to the public, within the time limits provided for by the law, at the Company's registered office, in the section of its website (www.posteitaliane.it) dedicated to the present Shareholders' Meeting, and at the authorized storage mechanism "eMarket STORAGE" (www.emarketstorage.it).
The holders of voting rights may obtain a copy of the above documentation upon previous appointment to be requested via email at [email protected].
The Company recommends the use of the long-distance communication modalities indicated in this notice.
Lastly, the Company reserves the right to make and communicate integrations and/or changes to the content of this notice in due advance.
The extract of the Notice of the Meeting is going to be also published by the Company on 30 March 2023 on the newspaper "Il Sole 24 Ore".
Rome, 29 March 2023
The Chairman of the Board of Directors
Maria Bianca Farina
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