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Poste italiane- AGM 28 May 2019

In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of Poste Italiane's share capital. Two slates of nominees have been submitted, by the Italian Ministry of Economy and Finance (controlling shareholder) and a group of institutional investors jointly holding 1.2%.

One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.

All the nominees included in both slates are independent of the Company and its shareholders. However, minor concerns may arise over the number of mandates at State-owned companies by a nominee included in the slate of the Ministry of Economy. Also taking into account the professional background and aggregate time commitments of the nominees, we recommend that shareholders vote for the slate submitted by the group of institutional investors (sub-item 3.2).

In item 5, shareholders are called to vote on the remuneration policy. Pursuant to Italian legislation, the vote is binding for executives employed in the banking division. The quality of disclosure is at the highest levels in Italy, as annual and long-term performance conditions are disclosed and quantified. The aggregate remuneration of the CEO is reasonable (€ 2.5 million at maximum levels of performance), and we appreciate that Poste Italiane set the maximum ratio between variable and fixed remuneration of the executive Directors below the maximum of 200% allowed under CRD IV. We also appreciate the introduction of a performance share plan and share ownership guidelines, further aligning the interests of executives and shareholders in the long term. Therefore, we recommend approval.

Poste Italiane S.p.A.

Poste Italiane SpA is an Italy-based postal services provider. The Company offers mail collection and delivery, printed matter and parcels, telegrams, express mail and online services. It is engaged in financial and payment services, including post office current and savings accounts, post office interest-bearing bonds, national and international money orders and currency exchange services. The Company's activities are divided into four operating segments. The Postal Service and Commercial Service includes correspondence, express delivery, logistics, parcel and philately. The Financial Service combines the activities of banking services. The Insurance Service includes the activities of Poste Assicura SpA, Poste Vita SpA and its subsidiaries. The Other Service includes the activities of Poste Mobile SpA and the Consortium for the phone services of Mobile Phone ScpA. The main shareholder of the Company is the Italian government.


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