POSTE ITALIANE – SOCIETA PER AZIONI

At the date of the Article 123-bis report on corporate governance and the ownership structure, approved by the board on 27 April 2026, the share capital was €1,306,110,000 divided into 1,306,110,000 ordinary shares of no par value, all with full voting rights. Only two shareholders exceeded the 3 per cent disclosure threshold:

• Cassa Depositi e Prestiti S.p.A. — 35.00 per cent (457,138,500 shares). CDP is itself 82.77 per cent owned by the Ministry of the Economy and Finance.
• Ministero dell’Economia e delle Finanze — 29.26 per cent (382,127,890 shares), held directly.

The remainder was held as 23.36 per cent institutional investors, 11.46 per cent individual investors and 0.92 per cent treasury shares (11,994,110 shares held by the company itself at that date). The company’s articles of association cap any holder other than the State, public bodies and entities they control at 5 per cent of share capital, with voting rights above that level suspended, so no private shareholder can lawfully build a controlling or even a notifiable-block position by purchase alone.

The Article 123-bis report states plainly that the company is subject to control by law by the Ministry, because the Ministry holds 29.26 per cent directly and CDP, which the same Ministry controls, holds a further 35 per cent — 64.26 per cent in combination. It records no shareholder agreements over Poste Italiane shares. On direzione e coordinamento the report is equally explicit: the Ministry exercises no management and coordination activity over the company, which takes its operating decisions autonomously through its own bodies, and Article 19(6) of Law Decree 78/2009 (converted by Law 102/2009) disapplies the Civil Code rules on management and coordination to the Italian State. No direzione e coordinamento by CDP is declared either. Separately, the Italian golden-power regime (Law Decree 21/2012) may apply to the company and to group companies where its conditions are met.

Dilution in September 2026. On 7 July 2026, under a delegation granted by the extraordinary shareholders’ meeting of 18 June 2026, the board resolved a divisible capital increase of up to €371,986,879, being up to 371,986,879 new ordinary shares with pre-emption rights excluded, to serve the exchange component of the offer on TIM. On settlement on 18 September 2026 the company issued new shares at 0.218 Poste shares for each of the 993,596,322 TIM shares tendered. Borsa Italiana’s market data for 24 September 2026 implies 1,522,713,998 shares in issue, consistent with 216,603,998 new shares. On the shareholdings the company last disclosed in absolute numbers, that puts the Ministry at roughly 25.1 per cent and CDP at roughly 30.0 per cent, about 55.1 per cent combined — still control. This is arithmetic on primary figures rather than a filed percentage: the offer was reopened for 21 to 25 September 2026 with a second settlement on 2 October 2026, so more shares may yet be issued, and the company’s own share capital history page was marked "under maintenance" when this page was written.

Ultimate beneficial ownership

No natural person is the beneficial owner of Poste Italiane S.p.A. The ownership chain runs from the company to the Ministry of the Economy and Finance, directly and through Cassa Depositi e Prestiti S.p.A., and terminates in an organ of the Italian State. This is a State-controlled listed issuer: no individual holds, directly or indirectly, a stake capable of conferring beneficial ownership, and the 5 per cent statutory ownership cap on non-State holders makes it structurally impossible for a private individual to acquire one. Where a KYB file requires a named natural person, Italian anti-money-laundering practice falls back on those holding senior management powers, which here means the chief executive officer Matteo Del Fante and the chair Silvia Maria Rovere; that is a residual designation and not a statement that either of them owns or controls the company. The controlling interest is public and should be recorded as such, together with the politically exposed person considerations that follow from State control.

Data availability

The stored provider field gd_shareholders claims five results and stores five, so nothing is truncated, but every row in it is wrong for this company and neither the Ministry nor CDP appears at all. The rows list Vanguard Total International Stock Index Fund at 27.07 per cent on 6,640,507 shares, iShares Core MSCI EAFE ETF at 13.10 per cent on 3,212,220 shares, iShares MSCI EAFE ETF at 6.42 per cent on 1,572,233 shares, iShares Core MSCI EAFE ETF a second time at 12.95 per cent on 3,173,176 shares, and iShares MSCI EAFE Value ETF at 4.95 per cent on 1,211,653 shares. The percentages are impossible. The five holdings total 15,809,789 shares, which is about 1.2 per cent of the 1,306,110,000 shares then in issue, yet the stated percentages total 64.5 per cent — a figure that cannot coexist with the 64.26 per cent held by the Ministry and CDP. A 27.07 per cent holding by a single fund on 6.6 million shares is arithmetically impossible and would in any case breach the 5 per cent cap in the articles. The same fund appears twice with different figures, the amounts are denominated in US dollars at a share price of 27, and the percentages behave like shares of a sample of reporting holders rather than of the issued capital. The rows should be read as fund-level disclosures of a US-quoted line, not as a cap table. The figures set out above come instead from the company’s Article 123-bis report of 27 April 2026, its 2025 annual report and Borsa Italiana market data.

Poste Italiane has a traditional Italian two-body structure: a board of directors and a board of statutory auditors (collegio sindacale), both elected by the shareholders’ meeting from slates, with legal audit performed by a separate firm. Because the company carries on BancoPosta activity, its officers must also satisfy the fitness and independence requirements of the Bank of Italy supervisory provisions and of Ministry of Economy and Finance Decree 169/2020.

Board of directors

The ordinary shareholders’ meeting of 27 April 2026 appointed the current board for three financial years; its term expires with the shareholders’ meeting called to approve the financial statements for the year ending 31 December 2028. The board has nine members:

• Silvia Maria Rovere — Chair; non-executive. She holds delegated powers, on a non-exclusive basis, over internal auditing and, jointly with the chief executive officer, institutional relations.
• Matteo Del Fante — Chief Executive Officer; the only executive director, reappointed by the board on 27 April 2026 and first appointed to the board in 2017.
• Olga Cuccurullo — non-executive director.
• Carlo d’Asaro Biondo — non-executive director; first appointed 2023.
• Alessandro Marchesini — non-executive director; first appointed 2025.
• Salvatore Muscarella — non-executive director.
• Patrizia Rutigliano — non-executive director; first appointed 2023.
• Francesco Scacchi — non-executive director.
• Vanda Ternau — non-executive director; first appointed 2023. The company’s board page spells the given name Wanda; the Article 123-bis report uses Vanda.

The company states that eight of the nine members meet the independence requirements of the Consolidated Law on Finance and of the Italian Corporate Governance Code, and that seven of those eight also meet the independence requirements of the Bank of Italy supervisory provisions. The chief executive officer is the director who does not qualify as independent. The board operates five committees: control and risk, remuneration, nominations and corporate governance, related and connected parties, and sustainability.

The preceding board had been appointed on 8 May 2023 and served until 27 April 2026. It comprised Silvia Maria Rovere as chair, Matteo Del Fante as chief executive officer, and directors Carlo d’Asaro Biondo, Valentina Gemignani, Alessandro Marchesini, Paolo Marchioni, Matteo Petrella, Patrizia Rutigliano and Vanda Ternau; it met fourteen times in 2025. Alessandro Marchesini was co-opted on 26 March 2025 to replace Armando Ponzini, who had resigned with effect from 31 July 2024, and was confirmed by the shareholders’ meeting of 30 May 2025 on a slate presented by a group of twelve asset managers and institutional investors holding about 0.62 per cent of the capital. Valentina Gemignani, Paolo Marchioni and Matteo Petrella did not continue after 27 April 2026.

Board of statutory auditors

The ordinary shareholders’ meeting of 30 May 2025 appointed the collegio sindacale for three financial years, expiring on approval of the financial statements for the year ending 31 December 2027. The standing auditors are Antonio Mansi (Chair), Giovanni Caravetta and Laura Gualtieri. Antonio Mansi was drawn from the minority slate presented by twelve asset managers and institutional investors and was elected with about 18.03 per cent of the voting capital represented; Giovanni Caravetta and Laura Gualtieri were drawn from the slate presented by the Ministry of the Economy and Finance and were elected with about 81.78 per cent. The alternate auditors are Fulvia Astolfi, Giuseppina Manzo and Pierluigi Pace. The board that ceased office on 30 May 2025 comprised Mauro Lonardo as chair with Gianluigi Fiorendi and Serena Gatteschi. In February 2026 the collegio re-verified that all standing auditors meet the independence requirements of the Corporate Governance Code.

Because Poste Italiane is a State-controlled company, its financial management is also reviewed by the Italian Court of Auditors under Law 259 of 21 March 1958, through a magistrate who attends meetings of the board of directors and of the collegio sindacale.

Senior management

The General Manager is Giuseppe Lasco; the roles of chair and general manager are kept distinct and both the chair and the general manager may represent the company. The secretary to the board is Giancarlo Bianco. The functions reporting into senior management, as published by the company, include Massimo Rosini (Mail, Communication and Logistics Services), Andrea Novelli (BancoPosta – PostePay), Camillo Greco (Chief Financial Office), Tiziana Morandi (Human Resources and Organisation), Mirko Mischiatti (Digital, Technology and Operations), Guido Maria Nola (Post Office Network), Guido Crozzoli (Business and Public Administration Sales), Laura Furlan (Poste Vita), Raffaele Panico (Group Risk and Compliance), Antonio Graziano (Group Anti-Money Laundering), Paolo Casati (Internal Auditing), Francesco Russo (Legal Affairs), Davide Colaccino (Regulatory Affairs and Antitrust) and Vanes Montanari (Security and Safety).

Data availability

The stored provider field gd_officers claims thirteen records and stores five, so it is truncated, and what it does store is not the board. Four of the five entries are heads of internal departments rather than officers of the company, and only Matteo Del Fante, labelled "CEO & Director", is a board member. Two of the stored names, Paolo Bruschi (described as deputy general manager for HR, organisation, real estate, communication, institutional relations and security) and Antonio Nervi (head of investment governance), do not appear on the company’s current published management list, and Massimiliano R. Riggi (head of planning) does not either; those entries appear to be out of date. Every row carries a null appointment date and a null resignation date, so the file supports no statement at all about tenure. Not one member of the collegio sindacale is present. The appointments, dates and terms above were taken instead from the company’s Article 123-bis report approved on 27 April 2026 and from its board, statutory auditors and management pages. No date of birth, tax code or residential address is published here.

What sits above the company

Poste Italiane S.p.A. is the top consolidating entity of the Poste Italiane group; it prepares the consolidated financial statements and has no parent that consolidates it. It is nonetheless controlled by the Italian State: the Ministry of the Economy and Finance held 29.26 per cent directly and Cassa Depositi e Prestiti S.p.A., which the Ministry controls with 82.77 per cent, held a further 35 per cent at 27 April 2026. Neither the Ministry nor CDP exercises direzione e coordinamento over the company, and the Article 123-bis report says so expressly. CDP is also the counterparty of the postal savings agreement distributed through the post office network, so it is simultaneously a controlling shareholder and a major commercial counterparty — the related-party perimeter in the accounts covers the Ministry and its direct and indirect subsidiaries and associates, but not other public administration entities.

What sits below the company

The 2025 consolidated financial statements consolidate 38 subsidiaries line by line alongside the parent, plus seven structured entities (six BancoPosta multi-asset insurance funds held by Poste Vita and the Sviluppo Italia Logistica 1 closed-end real estate fund). The principal direct subsidiaries are PostePay S.p.A., Poste Vita S.p.A., Postel S.p.A., SDA Express Courier S.p.A., Poste Logistics S.p.A., Poste Air Cargo S.r.l., Poste Welfare Servizi S.p.A., BancoPosta Fondi S.p.A. SGR, Europa Gestioni Immobiliari S.p.A., Sourcesense S.p.A. (70 per cent), Agile Lab S.r.l. (70 per cent), Indabox S.r.l., Bridge Technologies S.r.l., Postego S.p.A., MLK Fresh S.r.l. (70 per cent), Nexive Network S.r.l., Nexive S.c.a.r.l. (93.24 per cent), SPV Cosenza S.p.A. and Patrimonio Italia Logistica SICAF S.p.A. (96.12 per cent). Second-tier holdings include LIS Holding S.p.A. and LIS Pay S.p.A. under PostePay; Poste Assicura S.p.A., Poste Insurance Broker S.r.l. and Net Insurance S.p.A. (58.70 per cent) with Net Insurance Life S.p.A. under Poste Vita; Kipoint S.p.A. under SDA; Plurima S.p.A. and Logos S.r.l. under Poste Welfare Servizi; and four Sourcesense subsidiaries, one of which, Sourcesense Limited, is registered in the United Kingdom. Sengi Express Limited (Hong Kong) and its Chinese subsidiary are consolidated even though the equity interest is 40 per cent, because Poste Italiane holds 51 per cent of the voting capital.

A further set of holdings is carried at equity and is not consolidated: the subsidiary Casina Poste (a sports association company), the joint venture LockerItalia S.p.A. (50 per cent), and associates including Financit S.p.A. (40 per cent), Replica SIM S.p.A. (45 per cent), Eurizon Capital Real Asset SGR S.p.A. (40 per cent of capital, 24.5 per cent of voting rights), sennder Italia S.r.l. (25 per cent), N&TS Group S.p.A. (20 per cent), ItaliaCamp S.r.l., Consorzio Italia Cloud and Conio Inc.

TIM and Nexi

A reader checking the group boundary should note two movements. Nexi S.p.A. is no longer in the group at all: on 15 February 2025 the board resolved to sell the company’s entire 3.78 per cent interest in Nexi to Cassa Depositi e Prestiti, using the proceeds plus about €170 million of cash to buy 9.81 per cent of TIM’s ordinary shares from CDP. TIM has moved from associate to subsidiary. Poste Italiane bought a further 15 per cent of TIM’s ordinary shares from Vivendi SE in May 2025 and a residual 2.51 per cent in December 2025, reaching 27.32 per cent of the ordinary shares, equal to 19.61 per cent of total share capital and, after the January 2026 conversion of savings shares, about 20.1 per cent. At 31 December 2025 TIM was still an associate accounted for using the equity method, carried at €1,492 million, and Poste Italiane had undertaken to sell the ordinary shares held above the mandatory-bid threshold and not to vote them, relying on the exemption in Article 106(5) of Legislative Decree 58/1998. On 22 March 2026 the board instead launched a voluntary total cash-and-exchange offer for all of TIM’s ordinary shares, aimed at full ownership and delisting. Consob approved the offer document by resolution 24080 of 15 July 2026; the acceptance period ran from 20 July to 11 September 2026; 993,596,322 TIM shares, about 46.523 per cent of TIM’s capital, were tendered, and on the settlement date of 18 September 2026 Poste Italiane came to hold 1,422,960,312 TIM shares, about 66.627 per cent of TIM’s share capital. The offer was reopened for 21 to 25 September 2026, with settlement of that tranche on 2 October 2026, so the final stake was still moving when this page was written. Poste Italiane has therefore acquired control of TIM, which will bring the TIM group inside the consolidation perimeter from the acquisition date; the 2025 figures quoted elsewhere on this page are pre-acquisition and do not include it. The company also agreed to acquire 49 per cent of PagoPA S.p.A. from the Ministry of the Economy and Finance, with the remaining 51 per cent going to Istituto Poligrafico e Zecca dello Stato, subject to antitrust clearance.

BancoPosta ring-fenced capital

BancoPosta is not a subsidiary and not a bank. It is a patrimonio destinato, a ring-fenced pool of assets and legal relationships created by the extraordinary shareholders’ meeting of 14 April 2011 with effect from 2 May 2011 under Article 2, paragraph 17-octies of Law Decree 225/2010, and amended in 2018 and 2021. The assets segregated into it are dedicated exclusively to meeting the obligations arising from postal banking activity and are the perimeter against which the Bank of Italy applies its prudential supervision; at 31 December 2025 BancoPosta reported a CET1 ratio of 19.8 per cent and a total capital ratio of 23.1 per cent and publishes a separate report inside the annual report. The ring-fence has legal, capital, organisational and control effects, but Poste Italiane remains a single legal entity and responsibility stays with its own governing bodies. GLEIF carries a distinct LEI for it, 815600358BDF1D861F78, under the legal form "compendio patrimoniale" and with no company register entry, which is exactly right: it is an estate, not an entity. A parallel EMI ring-fence exists inside the subsidiary PostePay S.p.A. for electronic money business.

Data availability

The stored provider field gd_groups decodes cleanly and holds 40 nodes to a maximum depth of three, with the subject at depth zero. It is materially incomplete and in places wrong. It shows nothing above the company: neither the Ministry of the Economy and Finance nor Cassa Depositi e Prestiti appears, so the stored tree gives no hint that this is a State-controlled issuer. Downwards it lists 39 entities against the 45 consolidated in the 2025 accounts, and it omits PatentiViaPoste S.c.p.A., Consorzio PosteMotori (in liquidation) and all seven structured entities. It includes "Sengi Express Limited Succursale Italiana", which is an Italian branch of a Hong Kong company rather than a group entity in its own right, and it names the Chinese subsidiary Guangzhou Senji Logistics Co., Ltd. where the accounts call it Sengi Express Guangzhou Limited. It contains no associates or joint ventures at all, so TIM — now a 66.6 per cent subsidiary and by some distance the largest item in the group — is absent, as are Financit, Replica SIM, sennder Italia, LockerItalia and the rest. No ownership percentages are carried, so a 93.24 per cent consortium interest and a wholly owned company look identical. Finally, the identifiers attached to each node, including "IT01114601006" for the subject, are VAT numbers: they are not Registro Imprese numbers and should not be searched as such. The Companies’ Register number for Poste Italiane S.p.A. is 97103880585.