Poste Italiane

AGM Information • Apr 26, 2021

Informazione Regolamentata n. 1130-13-2021		Data/Ora Ricezione 26 Aprile 2021 19:03:05	MTA
Societa'	:	POSTE ITALIANE
Identificativo Informazione Regolamentata	:	145894
Nome utilizzatore	:	POSTEN03 - Fabio Ciammaglichella
Tipologia	:	REGEM
Data/Ora Ricezione	:	26 Aprile 2021 19:03:05
Data/Ora Inizio Diffusione presunta	:	26 Aprile 2021 19:03:06
Oggetto	:	Poste Italiane - Shareholders' Meeting of 28 May 2021 - publication of documents
Testo del comunicato

Vedi allegato.

POSTE ITALIANE: CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING AND PUBLICATION OF THE NOTICE OF CALL AND OF THE EXPLANATORY REPORTS ON THE ITEMS OF THE AGENDA

Rome, 26 April 2021 – Poste Italiane S.p.A. ("Poste Italiane" or the "Company"), as previously communicated to the market in the 2021 Financial Calendar issued on 28 January 2021, informs that – following the resolution adopted by the Board of Directors – the Shareholders' Meeting has been convened, both in Ordinary and Extraordinary session, for 28 May 2021, on single call.

In particular, the Ordinary Shareholders' Meeting will be called to:

• as previously announced to the market on 24 March 2021,
• (i) approve the separate financial statements and examine the consolidated financial statements for the year ending 31 December 2020;
• (ii) resolve upon the distribution of a total dividend of € 0.486 per share, of which:
  • A. € 0.162 per share as a distribution of Poste Italiane's available net income (for a total amount of approximately € 211 million) – to finance the interim dividend for 2020, paid on 25 November 2020;
  • B. € 0.324 per share as a distribution of (a) Poste Italiane's available net income (for a total amount of approximately € 272.9 million), and (b) available reserves named "Retained earnings" – to finance payment of the balance of the dividend for 2020;
• pass:
• (i) a binding resolution on the policy regarding remuneration for the year 2021 including the guidelines on the policies of remuneration and incentive plans of BancoPosta's Ring-Fenced Capital – referred to the members of the Board of Directors, the General Manager, other executives with strategic responsibilities and members of relevant controlling bodies; and
• (ii) a non-binding resolution on the report on fees related to the year 2020 (which are provided singularly for the members of the administrative and controlling bodies and for the General Manager, and in aggregate for executives with strategic responsibilities);
• adopt incentive plans based upon financial instruments. For a detailed description of such plans please refer to the information document prepared pursuant to article 114-bis of the Consolidated Law on Finance, made public according to the terms of law;
• resolve upon the ratio between the variable and fixed remuneration components for BancoPosta's Ring-Fenced Capital's Material Risk Takers, for a maximum of 20 individuals.

Lastly, the Extraordinary Shareholders' Meeting – taking also into account the communication by the Bank of Italy, through which the same Authority has not raised any comment on the projected in hand – will be called to resolve upon the removal of the BancoPosta's Ring-Fenced Capital constraints on the assets and activities of the business unit related to the debit cards, currently in circulation, connected the BancoPosta bank accounts.

The Company also informs that the notice of the Ordinary and Extraordinary Shareholders' Meeting scheduled for next 28 May 2021, on single call – whose extract will be published on the newspapers "Il Sole 24 Ore" and "Milano Finanza" tomorrow 27 April 2021 – is available to the public, in full text, on the Company's website (www.posteitaliane.it, section Governance/Assembly/Assembly 2021).

Poste Italiane also informs that the explanatory reports on the following items of the agenda of the Shareholders' Meeting:

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. 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;

are available to the public at the Company's registered office and on the Company's internet website (www.posteitaliane.it, section Governance/Assembly/Assembly 2021/Documentation and reports).

The Information document related to the "Equity-based incentive plans", drawn up pursuant to art. 114-bis of the Legislative Decree of 24 February 1998, n. 58, is also available to the public in the same manner described above.

The explanatory reports regarding the third ("Report on the 2021 remuneration policy"), and fourth ("Report on fees paid in the year 2020") items of the agenda of the Ordinary Meeeting will be published – together with the document named "Report on the 2021 remuneration policy and on the amounts paid in 2020" – according to the same aforesaid manners, within the time period established by the law.

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For further information:

Poste Italiane S.p.A. Investor Relations Poste Italiane S.p.A. Media Relations Tel. +39 06 5958 4716 Tel. +39 06 5958 2097 Mail: investor.relations@posteitaliane.it Mail:ufficiostampa@posteitaliane.it