Poste Italiane

AGM Information • Apr 4, 2020

Informazione Regolamentata n. 1130-22-2020		Data/Ora Ricezione 04 Aprile 2020 10:35:09	MTA
Societa'	:	POSTE ITALIANE
Identificativo Informazione Regolamentata	:	130295
Nome utilizzatore	:	POSTEN03 - Fabio Ciammaglichella
Tipologia	:	REGEM
Data/Ora Ricezione	:	04 Aprile 2020 10:35:09
Data/Ora Inizio Diffusione presunta	:	04 Aprile 2020 10:35:10
Oggetto	:	Poste Italiane - Annual General Meeting of 15 May 2020 - extract of the Notice
Testo del comunicato

Vedi allegato.

EXTRACT OF THE NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 15.5.2020

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 Shareholders' Meeting

An ordinary Shareholders' Meeting will be held on single call on 15 May 2020 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

• 1. Poste Italiane S.p.A. Financial Statements for the year ended 31 December 2019. 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 2019.
• 1. Allocation of net income for the year and distribution of available reserves.
• 1. Determination of the number of the members of the Board of Directors.
• 1. Determination of the term of the Board of Directors.
• 1. Election of the members of the Board of Directors, by the slate voting system and in line with the applicable provisions of law and by-laws.
• 1. Election of the Chairman of the Board of Directors.
• 1. Determination of the compensation of the members of the Board of Directors.
• 1. Report on the policy regarding remuneration for the year 2020.
• 1. Report on fees paid in the year 2019.
• 1. Equity-based incentive plan.
• 1. Additional fees for the year 2019 regarding the external audit assignment.

EXTRACT OF THE NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 15.5.2020

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

In the light of the sanitary emergency currently in act connected to the COVID-19 epidemic and taking into account the law provisions issued in order to contain the infection, the Company has decide to avail itself of the faculty established by article 106, paragraph 4, of the Law Decree no. 18 of 17 March 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 Legislative Decree n. 58 of 24 February 1998 ("Decree 58/98") and article 11.5 of the corporate bylaws – i.e., Società per Amministrazioni Fiduciarie Spafid S.p.A., whose registered office is in Milan ("SPAFID S.p.A." or the "Appointed Representative") – according to the modalities indicated in the unbridged Meeting Notice available on the Company's website (www.posteitaliane.it).

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The information regarding:

• the share capital;
• the right to attend the Shareholders' Meeting and to vote (record date 6 May 2020);
• the modalities of attendance of the Shareholders' Meeting, that shall be only permitted through the Appointed Representative pursuant to article 135-undecies of the Decree 58/98, who may be also granted proxies and/or sub-proxies pursuant to article 135-novies of the same Decree 58/98;
• 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 15.5.2020

to article 126-bis, paragraph 1, first sentence, of the pursuant to article 135-novies of the Decree 58/98 (by 13 April 2020);

• submission of resolution proposals by those entitled to vote pursuant to article 126-bis, paragraph 1, third sentence, of the pursuant to article 135-novies of the Decree 58/98 (by 6 May 2020);
• the right to ask questions before the Shareholders' Meeting (by 6 May 2020);
• the election of the Board of Directors;

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