Poste Italiane

AGM Information • Apr 28, 2018

Informazione Regolamentata n. 1130-22-2018		Data/Ora Ricezione 28 Aprile 2018 08:41:46	MTA
Societa'	:	POSTE ITALIANE
Identificativo Informazione Regolamentata	:	102995
Nome utilizzatore	:	POSTEN03 - Fabio Ciammaglichella
Tipologia	:	REGEM
Data/Ora Ricezione	:	28 Aprile 2018 08:41:46
Data/Ora Inizio Diffusione presunta	:	28 Aprile 2018 08:41:47
Oggetto	:	extract of the notice of call	Poste Italiane - Shareholders' Meeting -
Testo del comunicato

Vedi allegato.

EXTRACT OF THE NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 29.5.2018

Poste Italiane S.p.A. Registered office in Rome - Viale Europa, n. 190 Share capital € 1,306,110,000.00 fully paid in Taxpayer's Identification and Rome Company Register n. 97103880585 R.E.A. of Rom 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 29 May 2018 at 2 p.m. in Rome, at the "Sala Auditorium Capitalis" of the Palazzo dei Congressi, Viale della Pittura n. 50, to discuss and resolve on the following

AGENDA

Ordinary meeting:

• 1. Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2017. 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 2017.
• 1. Allocation of net income for the year.
• 1. Remuneration report.
• 1. Equity-based incentive plan, addressed to the material Risk Takers of BancoPosta's Ring-Fenced Capital.
• 1. Authorization for the acquisition and the disposal of own shares. Related resolutions.
• 1. Additional fees regarding the external audit assignment related to the Poste Italiane S.p.A. Financial Statements and the consolidated financial statements for each fiscal year of the three-years period 2017-2019 pursuant to articles 13, 14, and 16 of Legislative Decree n. 39/2010.

Extraordinary meeting:

EXTRACT OF THE NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 29.5.2018

• 1. Amendment of the Ring-Fenced Capital named "BancoPosta" (BancoPosta's Ring-Fenced Capital) following to the removal of the restriction purpose with respect to (i) the assets, goods and legal relationships constituting the business unit relevant to the monetics and payment services, as well as (ii) the set of the legal relationships relevant to the back-office activities and the anti-money laundering activities. Consequent amendments of the Regulations of the BancoPosta's Ring-Fenced Capital. Further amendments of the Regulations of the BancoPosta's Ring-Fenced Capital related to management and control rules of the BancoPosta's Ring-Fenced Capital. Inherent and consequent resolutions.
• 1. Contribution of new capital instruments by Poste Italiane S.p.A. to BancoPosta's Ring-Fenced Capital in order to rebalance the leverage ratio. Inherent and consequent resolutions.

The information regarding:

• the share capital;
• the right to attend the Shareholders' Meeting and to vote (record date 18 May 2018);
• proxy voting, including through the shareholders' representative (SPAFID S.p.A.) appointed by Poste Italiane S.p.A.;
• additions to the agenda and the presentation of new resolution proposals on matters already on the agenda of the Shareholders' Meeting (by 7 May 2018);
• the right to ask questions before the Shareholders' Meeting (by 26 May 2018);
• the organizational aspects of the Shareholders' Meeting

is contained in the unabridged Meeting notice, to which you are referred, published in the section of the Company's website (www.posteitaliane.it) dedicated to the present 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,

EXTRACT OF THE NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 29.5.2018

will be 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