Poste Italiane — Proxy Solicitation & Information Statement 2026

Mar 22, 2026

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FULL NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 18.6.2026

In accordance with the laws and regulations of the United States of America, please note the following. The shares of Poste Italiane S.p.A. referred to herein, which will be issued in connection with the voluntary public cash and exchange offer described herein, may not be offered or sold in the United States of America except pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to a valid exemption from the registration requirements under the Securities Act. The voluntary public cash and exchange offer described herein relates to the shares of two Italian companies and is subject to disclosure requirements under Italian law which differ from those applicable in the United States of America. Any financial statements and financial information included or referred to in this document have been prepared in accordance with accounting standards under Italian law and may not be comparable with the financial statements and financial information of US companies.

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 Extraordinary Shareholders' Meeting

An extraordinary Shareholders' Meeting will be held on single call on 18 June 2026 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

AGENDA

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FULL NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 18.6.2026

1. Proposal to grant the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, with the power, to be exercised within 31 December 2026, to increase the share capital, in one or more tranches and in divisible form, without pre-emption right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, to be paid up by way of contribution in kind to service a voluntary public offer (offerta pubblica volontaria) promoted by Poste Italiane S.p.A. on all the ordinary shares of Telecom Italia S.p.A.; subsequent amendment of Article 5 of the Company's By-Laws; related and consequent resolutions.

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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Modalities of carrying-out of the Shareholders' Meeting pursuant article 135-undecies.1 of the Consolidated Law on Finance and of article 11.6 of the Company's bylaws

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". It will not be possible to participate and vote in the Shareholders' Meeting by electronic means nor to vote by correspondence.

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

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FULL NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 18.6.2026

parties entitled to be present at the Shareholders Meeting, or otherwise authorized to attend the Meeting (Chairman, Notary, Appointed Representative, Directors and Standing Auditors, General Manager, 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.

Information on the share capital

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. 11,994,110 own shares, representing 0.918% of the Company's share capital.

Entitlement to attend and to vote at the Shareholders' Meeting

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., 9 June 2026, the so-called record date). 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 15 June 2026), 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

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begins.

Modalities of attendance of the Shareholders' Meeting

A. Proxy pursuant to article 135-undecies of the Consolidated Law on Finance (the “Proxy to the Appointed Representative”)

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. 16 June 2026), according to one of the following alternative manner:

• transmission of a copy of the electronically reproduced proxy (PDF format) to the certified email address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting June 2026”) 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

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FULL NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 18.6.2026

subject; in such a case the proxy containing voting instructions must be signed through qualified or digital signature);

• 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 June 2026”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting June 2026”);
• notification to the Appointed Representative electronically through the section of the 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.

B. Proxy and/or subproxy pursuant to article 135-novies of the Consolidated Law on Finance (the "Ordinary Proxy")

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.

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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 RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting June 2026”) 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 digital signature);
• 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 June 2026”), anticipating a copy of the electronically reproduced proxy (PDF format) by ordinary email to the address RD@pec.euronext.com (Ref. “Proxy Poste Italiane Shareholders’ Meeting June 2026”).

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 17 June 2026.

The Ordinary Proxies and the connected instructions may be revoked up to the beginning of the Meeting, sending a message to the email address RD@pec.euronext.com.

Any clarification connected to the granting of the proxy to the Appointed Representative

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(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 RegisterServices@euronext.com or by telephone at the number +39.02. 33635810 (active on week days from 9:00 a.m. to 5:00 p.m.).

Additions to the agenda and presentation of new proposals for resolutions by Shareholders owning at least 2.5% of the share capital (pursuant to article 126-bis, paragraph 1, first sentence, of the Consolidated Law on Finance)

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 – i.e. by 1 April 2026 – 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.

Submission of resolution proposals (pursuant to article 126-bis, paragraph 1, third sentence, of the Consolidated Law on Finance)

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FULL NOTICE OF CALL OF THE SHAREHOLDERS' MEETING OF POSTE ITALIANE 18.6.2026

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 – to be expressed in a clear and complete way – must be sent to the Company, by email to the certified address affari.societari@pec.posteitaliane.it, no later than the fifteenth day preceding the date of the Shareholders' Meeting (i.e., 3 June 2026), 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”);
• the entitlement to submit proposals is subject to the receipt by the Company of the special notice from an authorized intermediary pursuant to the regulations in force, relevant to their participation rights;
• the Company shall provide to promptly (and, in any case, by 5 June 2026) publish in a specific section of the website the proposals sent within the terms above indicated, reserving the right – in view of the publication of the same – to check their relevance to the items on the agenda, their completeness, their compliance with the applicable law, as well as the legitimacy of the submitting subjects.

The right to ask questions before 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

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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 9 June 2026). 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 15 June 2026), 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.

Documentation

The documentation concerning the item on the agenda provided for by the law and regulations – including the report on the matter on the agenda and the related resolutions proposed – 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 affari.societari@pec.posteitaliane.it.

Other information

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 the

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newspaper “Il Sole 24 Ore” by the term established by the law.

Rome, 22 March 2026

The Chairman of the Board of Directors
Silvia Maria Rovere

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