Pre-Annual General Meeting Information • Apr 17, 2025
Pre-Annual General Meeting 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 30 May 2025 at 2:00 p.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 135-undecies.1 of the Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance") and of article 11.6 of the Company's bylaws.
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The Company has decided to avail itself of the faculty established by article 135-undecies.1 of the Consolidated Law on Finance and of article 11.6 of the Company's bylaws, 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 Company's 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 above said law and bylaws provisions, 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, or otherwhise authorized to attend the Meeting (Chairman, Notary, Appointed Representative, Directors and Standing Auditors, 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. 12,181,546 own shares, representing 0.933% of the Company's share capital.
Pursuant to article 83-sexies of the Consolidated Law on Finance and article 10.1 of the Company's 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., 21 May 2025). Credit and debit entries recorded 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 27 May 2025), 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.
Pursuant to article 135-undecies.1 of the Consolidated Law on Finance and of article 11.6 of the Company's bylaws, 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 Company's bylaws.
The Proxy to the Appointed Representative pursuant to article 135-undecies of the Consolidated Law on Finance and article 11.5 of the Company's 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. 28 May 2025), 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 135-undecies.1 of the Consolidated Law on Finance and of article 11.6 of the Company's bylaws, 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 May 2025") 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. area Register Services, Piazza degli Affari n. 6, 20123 Milan, Italy (Ref. "Proxy Poste Italiane Shareholders' Meeting May 2025"), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address [email protected] (Ref. "Proxy Poste Italiane Shareholders' Meeting May 2025").
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 29 May 2025.
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 a non-working day (i.e. Sunday 27 April 2025), this term is postponed to 28 April 2025 – 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 upon items on the agenda or otherwise permitted by the law – the Company also informs that:
• these possible proposals, including those ones related to items 4) and 5) on the agenda (concerning, respectively, the "Determination of the remuneration of the regular

members of the Board of Statutory Auditors" and the "Appointment of a member of the Board of Directors") – 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 the fifteenth day preceding the date of the Shareholders' Meeting, i.e. by 15 May 2025, 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 21 May 2025). 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 three days prior to the Shareholders' Meeting (i.e., by 27 May 2025), pursuant to the provisions of article 135-undecies.1 of the Consolidate Law on Finance, 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.
The members of the Board of Statutory Auditors, which will consist of three regular Auditors and three substitute Auditors, are elected by a Shareholders' Meeting on the basis of slates presented by shareholders who, alone or together with other shareholders, possess at least 0.5% of the share capital. Possession of the minimum equity interest in the Company necessary to present slates is determined on the basis of the shares registered in the shareholder's name on the date on which the slates are filed at the Company.
A shareholder may not submit or vote for more than one list, including through nominees or trust companies. Shareholders belonging to the same group and shareholders participating in a shareholder agreement involving the shares of the Company may not submit or vote for more than one list, including through nominees or trust companies.
Pursuant to article 25 of the Company's bylaws, the slates of candidates for the office of Statutory Auditory must be divided into two sections, one for the candidates for the office of regular Statutory Auditor and the other for the candidates for the office of substitute Statutory Auditor, in which the candidates must be listed in numerical order and in no greater number than the members of the body to be elected. The first of the candidates in each section must be listed in the register of chartered accountants and must have worked on statutory external audits of accounts for at least three years. A candidate may only be present in one list, under penalty of ineligibility.

In accordance with the provisions of the law regarding gender balance, the slates must also include candidates of different genders in both the first two places in the section of the slate regarding the regular Auditors and the first two places in the section of the slate regarding the substitute Auditors.
The candidates for the office of Statutory Auditor must possess (i) the requisites of integrity and professional competence prescribed for the statutory auditors of companies with listed shares by the Minister of Justice's Decree n. 162 of 30 March 2000, as supplemented by the provisions of article 25.1 of the Company's bylaws, as well as (ii) the additional requisites specified in the law and regulations in force (including, inter alia, the Minister of Economy and Finance's Decree n. 169 of 23 November 2020, "Regulation on the requirements and eligibility criteria for the performance of the office of corporate officers of banks, financial intermediaries, trust companies, electronic money institutions, payment institutions and depositor guarantee systems", hereinafter also the "DM 169/2020") and in the Bank of Italy's Supervisory Regulations applicable to Poste Italiane. As far as the situations of ineligibility and the limits on the number of offices as directors or statutory auditors that may be held by members of the Board of Statutory Auditors is concerned, the provisions of the law and of regulations in force apply, including the DM 169/2020. For the purpose of submitting candidacies, Shareholders are also invited to read (i) the recommendations regarding the independence of the members of the supervisory body contained in the Italian Code of Corporate Governance (January 2020 edition), as well as (ii) the specific "Guidelines for Shareholders on the qualitative and quantitative composition of the new Board of Statutory Auditors", approved on 3 April 2025 by the expiring Board of Statutory Auditors and available in the section of the Company's website dedicated to this Shareholders' Meeting.
The slates must be filed by the Shareholders electronically to [email protected] by the twenty-fifth day preceding the date of the Shareholders' Meeting (i.e., by 5 May 2025). When the slates are filed, information must also be provided that allows the related presenters to be identified.

Together with the slates, the presenting Shareholders must file a declaration containing the information regarding their own identity and specifying the percentage of the share capital they jointly possess. The notice certifying their possession of the aforesaid equity stake may be received by the Company even subsequently to the filing of the slates, provided it does so at least twenty-one days before the date of the Shareholders' Meeting (i.e., by 9 May 2025). The slates must also be accompanied, under pain of unacceptability, by: (i) a declaration of the Shareholders other than those who possess a controlling equity interest, or one representing a relative majority, attesting the absence of relations of affiliation with the latter provided for by article 144-quinquies of Consob Issuer Regulation n. 11971/99, taking also into account the recommendations put forward by the same Consob in its Communication n. DEM/9017893 of 26 February 2009, and (ii) exhaustive information on the personal and professional characteristics of the candidates, as well as a declaration by the aforesaid candidates attesting the absence of causes of incompatibility, ineligibility and/or forfeiture, their possession of the requisites of professionalism, competence, integrity, correctness and independence – including judgment – prescribed by the law, including regulations, and by the Company's bylaws and their acceptance of the candidacy. Considering that, pursuant to article 2400, last paragraph, of the Italian Civil Code, at the time of their appointment and before they accept the office, the Shareholders' Meeting must be informed of the offices the Statutory Auditors hold on the boards of directors and the boards of statutory auditors of other companies, as well as considering the provisions of article 148-bis of the Consolidated Law on Finance, of the DM 169/2020, and of the article 36 of the Law Decree 6 December 2011, n. 201. Shareholders presenting slates are requested to furnish a special declaration in this regard as part of the résumé, and are urged to ensure that it is updated until the day of the Shareholders' Meeting.
In the event that, by the twenty-fifth day preceding the date of the Shareholders' Meeting on single call (i.e., by 5 May 2025) only one slate has been presented, or slates have been presented only by Shareholders who are affiliated pursuant to the law and regulations in

force, additional slates may be presented until the third day subsequent to such deadline (i.e., until 8 May 2025) and the aforesaid minimum equity interest for the presentation of slates will be considered reduced by half.
Finally, we remind you that, pursuant to the law and the bylaws, the chairmanship of the Board of Statutory Auditors goes to the regular Statutory Auditor drawn from minority slates. For any further information on the appointment of the Board of Statutory Auditors, shareholders are invited to read the explanatory report prepared by the 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 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 18 April 2025 on the newspaper "Il Sole 24 Ore".

Rome, 17 April 2025
The Chairman of the Board of Directors
Silvia Maria Rovere
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