Poste Italiane

AGM Information • Apr 27, 2021

Informazione Regolamentata n. 1130-15-2021		Data/Ora Ricezione 27 Aprile 2021 07:12:40	MTA
Societa'	:	POSTE ITALIANE
Identificativo Informazione Regolamentata	:	145910
Nome utilizzatore	:	POSTEN03 - Fabio Ciammaglichella
Tipologia	:	REGEM
Data/Ora Ricezione	:	27 Aprile 2021 07:12:40
Data/Ora Inizio Diffusione presunta	:	27 Aprile 2021 07:12:41
Oggetto	:	Poste Italiane - Shareholders' Meeting of 28 May 2021 - extract of the notice
Testo del comunicato

Vedi allegato.

EXTRACT OF THE NOTICE OF CALL

OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 28.5.2021

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

Notice of Ordinary and Extraordinary Shareholders' Meeting

An ordinary and extraordinary Shareholders' Meeting will be held on single call on 28 May 2021 at 2 p.m. in Rome, at the premises of the Company located in Viale Europa n. 175, to discuss and resolve on the following

AGENDA

Ordinary session:

• 1. Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2020. Reports of the Board of Directors, the Board of Statutory Auditors, and the Audit Firm. Related resolutions. Presentation of the consolidated financial statements for the year ended 31 December 2020.
• 1. Allocation of net income for the year and distribution of available reserves.
• 1. Report on the 2021 remuneration policy.
• 1. Report on amounts paid in the year 2020.
• 1. Equity-based incentive plans.
• 1. Approval of the ratio between the variable and fixed remuneration components for BancoPosta's Ring-Fenced Capital's Material Risk Takers.

Extraordinary session:

1. Amendment of the BancoPosta's Ring-Fenced Capital following to the removal of the restriction purpose with respect to the assets, goods and legal relationships constituting the business unit relevant to the debit cards. Inherent and consequent resolutions.

EXTRACT OF THE NOTICE OF CALL

OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 28.5.2021

COVID-19 emergency – Modalities of carrying-out of the Shareholders' Meeting pursuant to Law Decree no. 18 of 17 March 2020

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In order to minimize the risks entailed by the ongoing Covid-19 medical crisis and taking into account the law provisions issued in order to contain the infection, 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, converted with amendments by Law Art., paragraph 1, of Law 24 April 2020 No. 27, and subsequently amended by Law Decree 31 December 2020 No. 183, in turn converted with amendments by Law 26 February 2021, No. 21, 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 Legislative Decree 24 February 1998, no. 58 (the "Consolidated Law on Finance") and article 11.5 of the corporate bylaws – i.e., Società per Amministrazioni Fiduciarie Spafid S.p.A., whose registered office is in Milan (the "Appointed Representative") – according to the modalities indicated in the unabridged Meeting Notice available on the Company's website (www.posteitaliane.it).

***

The information regarding:

• the share capital;
• the right to attend the Shareholders' Meeting and to vote (record date 19 May 2021);
• the modalities of attendance of the Shareholders' Meeting, that shall be only permitted through the Appointed Representative pursuant to article 135-undecies of the Consolidated Law on Finance, who may be also granted proxies and/or sub-proxies pursuant to article 135-novies of the same Consolidated Law on Finance;
• additions to the agenda and the presentation of new resolution proposals on matters already on the agenda by Shareholders owning at least 2.5% of the share capital pursuant

EXTRACT OF THE NOTICE OF CALL

OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 28.5.2021

to article 126-bis, paragraph 1, first sentence, of the Consolidated Law on Finance (by 6 May 2021);

• submission of resolution proposals by those entitled to vote pursuant to article 126-bis, paragraph 1, third sentence, of the Consolidated Law on Finance (by 13 May 2021);
• the right to ask questions before the Shareholders' Meeting (by 19 May 2021);

is contained in the unabridged Meeting notice, published in the section of the Company's website (www.posteitaliane.it) dedicated to the present Shareholders' Meeting, to the full content of which you are invited to refer for any other information concerning the Shareholders' Meeting.

The documentation concerning the Shareholders' Meeting, including the explanatory reports of the Board of Directors and the proposed resolutions on the items on the agenda, has been made 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" ().

The Chairman of the Board of Directors Maria Bianca Farina