Poste Italiane

M&A Activity • Nov 16, 2020

POSTE ITALIANE CONSOLIDATING THE ITALIAN MAIL MARKET

Rome, November 16, 2020

ACQUISITION OF NEXIVE, SECOND PLAYER IN THE ITALIAN MAIL MARKET, UNDER ART. 75 OF LAW DECREE N. 104

CONCENTRATION ENSURES LONG-TERM SUSTAINABILITY OF NATIONAL POSTAL SERVICE – EVEN MORE RELEVANT AFTER LOCKDOWN IMPACT

ITALY CONVERGING TOWARDS THE EUROPEAN STANDARD OF A NATIONAL CHAMPION – COMPARABLE TO THE MOST RECENT TRANSACTION IN THE NETHERLANDS

CONSOLIDATION WOULD ENSURE ECONOMIES OF SCALE, ENABLING THE IMPROVEMENT OF OVERALL SERVICE QUALITY OF THE MARKET, WHILE PRESERVING WORKFORCE LEVELS

PENDING FULFILMENT OF CERTAIN CONDITIONS AND OF THE PROCEDURE UNDER ART. 75 SIGNING AND CLOSING ARE EXPECTED BY END OF JANUARY 2021

E-MARKET SDIR
CERTIFIED

LAW PROVISION	• On August 14 the Italian Government passed a law decree bearing "Urgent measures to support employment and the economy" • The law decree was converted into law on October 13, 2020
SCOPE	• Art 75 of the law decree allows certain concentrations which respond to relevant general interest of the national economy, regarding companies that: – operate in markets characterized by the presence of labor intensive services or of general economic interest – have recorded losses for the last three financial years – could cease their activity also as result of health emergency
PROCESS	• Art. 75 prescribes that such concentrations are deemed approved, with prior notification to the AGCM2 of measures to prevent the risks of burdensome effects for final users • The AGCM, no later than 30 days from the notification, could prescribe further measures, also taking into account the overall sustainability of the concentration

ACQUISITION OF NEXIVE – HIGHLIGHTS

ITALIAN MAIL MARKET: HIGHER FRAGMENTATION, LOWER VOLUMES AND COMPLEX TERRITORY

Source: Company information Note: 1. Post acquisition of Sandd

ITALIAN MAIL MARKET: UNDERMINED BY SIGNIFICANT DROP IN MAIL VOLUMES ACCELERATED BY LOCKDOWN

Source: European Commission

²⁰ EUROPEAN YEARLY % MAIL VOLUME DECLINE/ GROWTH

Note: 1. Excluding mass printing

EXPECTED TIMELINE	• November 16: signature of Heads of Agreement and filing with AGCM under art. 75 • 30 days: AGCM deadline to potentially prescribe further measures • By end of January 2021: expected signing and closing, subject to fulfilment of the relevant conditions and the procedure under art. 75
VALUATION & FUNDING	• Nexive valued at € 60m enterprise value with the support of Lincoln International • Final price to be determined upon completion of the due diligence process • Total consideration entirely funded by cash at hand
FINANCIAL IMPACTS	• Seize economies of scale • Positive impact on expected timing of Mail, Parcel and Distribution breakeven

APPENDIX

POSTNL AND SANDD¹

DISCLAIMER

This presentation contains certain forward-looking statements that reflect Poste Italiane's management's current views with respect to future events and financial and operational performance of the Company and of the Company's Group.

These forward-looking statements are made as of the date of this presentation and are based on current expectations, reasonable assumptions and projections about future events and are therefore subject to risks and uncertainties. Actual future results and performance may indeed differ materially from what expressed or implied in this presentation, due to any number of different factors, many of which are beyond the ability of Poste Italiane to foresee, control or precisely estimate, including, but not limited to, changes in the legislative and regulatory framework, market developments and price fluctuations.

Forward-looking statements contained herein are not a guarantee of future performance and you are therefore cautioned not to place undue reliance thereon.

This presentation does not constitute a recommendation regarding the securities of the Company; it does not contain an offer to sell or a solicitation of any offer to buy any securities issued by Poste Italiane or any of its Group companies or other forms of financial assets, products or services.

Except as may be required by applicable law, Poste Italiane denies any intention or obligation to update or revise any forward-looking statements contained herein to reflect events or circumstances after the date of this presentation.

Numbers in the presentation may not add up only due to roundings.