Poste Italiane Bylaws - updated

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BYLAWS

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Introductory Note

Text approved by the Extraordinary Shareholders’ Meeting of Poste Italiane S.p.A. on July 31, 2015 – and effective from October 27, 2015 – as amended:

• by the Board of Directors on March 22, 2022 (by deleting Article 30) • by the Extraordinary Shareholders’ Meeting of Poste Italiane S.p.A. on May 31, 2024 (by amending Article 4.1, inserting Article 11.6, and amending Articles 12.2, 14.6, 16.3, and 20.3) • by the Board of Directors on January 30, 2025 (by inserting

Article 20.9)

• by the Extraordinary Shareholders’ Meeting of Poste Italiane S.p.A. on June 18, 2026 (by inserting transitional Article 5.2) • by the Board of Directors of Poste Italiane S.p.A. on July 7, 2026 (by inserting transitional Article 5.3)

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BYLAWS

Title I

Formation, Name, Registered Office, Duration, Business Purpose

Article 1

1.1 The joint-stock company named “Poste Italiane - Società per Azioni” or, in abbreviated form, “Poste Italiane S.p.A.”, resulting from the transformation of the Public Economic Entity “Poste Italiane”, established by Decree-Law of December 1, 1993, no. 487, converted into Law of January 29, 1994, no. 71, by virtue of the resolution of the Interministerial Committee for Economic Planning dated December 18, 1997, is governed by these Bylaws.

1.2 The name may be written in any graphic form and in upper or lower case letters.

Article 2

2.1 The Company has its registered office in Rome.

2.2 By resolution of the Board of Directors, secondary offices, branches, affiliates, and subsidiaries may be established and abolished, both in Italy and abroad, subject to compliance with the Supervisory Provisions of the Bank of Italy applicable to Poste Italiane in the conduct of BancoPosta activities (hereinafter, for brevity, also the “Supervisory Provisions”).

Article 3

3.1 The duration of the Company is set at December 31, 2100, and may be extended one or more times by resolution of the Extraordinary Shareholders’ Meeting.

Article 4

4.1 The Company’s business purpose is the conduct, both in the national territory and

abroad, of:

a. postal services, pursuant to and in accordance with Presidential Decree of March 29, 1973, no. 156, and subsequent amendments and integrations;

b. BancoPosta services, pursuant to and in accordance with Presidential Decree of March 29, 1973, no. 156, and Presidential Decree of March 14, 2001, no. 144, and subsequent amendments and integrations, and in particular:

4 ■ collection of savings from the public, as defined by Article 11, paragraph 1, of Legislative Decree of September 1, 1993, no. 385 (hereinafter, for brevity, also the “TUB”), and related and ancillary activities;

■ collection of postal savings;

■ provision of payment services, including the issuance of electronic money and other payment instruments, referred to in Article 1, paragraph 2, letter f), numbers 4) and 5), of the TUB;

■ foreign exchange brokerage services;

■ promotion and placement with the public of loans granted by authorized banks and financial intermediaries;

■ investment services and ancillary services provided, respectively, by Article 1, paragraph 5, letters b), c), c-bis), e), and f), and by Article 1, paragraph 6, letters a), b), d), e), f), and g), of Legislative Decree of February 24, 1998, no. 58 (hereinafter, for brevity, also the “TUF”), as well as activities related and ancillary to investment services;

■ debt collection services;

■ insurance and reinsurance brokerage activities pursuant to Legislative Decree of September 7, 2005, no. 209, Consolidated Insurance Act;

c. postal and electronic communication services and telecommunication services, both in the traditional sense and in the sense of innovative and integrated services, digital and/or ICT (Information Communication Technology) services and/or solutions, whether proprietary or third-party, including, by way of example: notification services, hybrid and digital communication services, online correspondence services, digital certification services, and micro-logistics activities;

d. parcel services, express courier services, and generally logistics services, as well as transport services, including air transport, of persons and goods, pursuant to Article 2195, paragraph 1, no. 3) of the Civil Code;

e. retail sale of all revenue stamps and postage stamps, as well as other goods and products, including from external suppliers;

f. distribution and sale of travel documents and tickets;

g. any activity to enhance the Company’s networks and related technological infrastructure for the provision of services, including training, research, assistance, and consulting to Public Administrations, companies, and individuals.

4.2 The business purpose may also be pursued through companies or entities whose establishment the Company may promote or in which it may acquire shareholdings.

4.3 The Company may carry out – in compliance with applicable legislative and regulatory provisions – all ancillary, accessory, or otherwise deemed necessary or useful operations for the achievement of the business purpose, and to this end may, by way of example, carry out real estate, movable property, commercial, industrial, and financial operations in compliance with specific regulations, as well as the purchase and sale of goods and services – for itself and for its subsidiaries – in any way connected with the business purpose, as well as operations aimed at integration with other operators active in logistics and transport, including air transport.

4.4 The Company may also coordinate the organizational, technical, and financial aspects of its investee companies, providing them with appropriate financial assistance.

Title II

Capital, Shares, BancoPosta Assets, Withdrawal, and Bonds

Article 5

5.1 The share capital is €1,306,110,000.00 (one billion three hundred six million one hundred ten thousand point zero zero) and is divided into 1,306,110,000 (one billion three hundred six million one hundred ten thousand) ordinary shares without par value.

5.2 The Extraordinary Shareholders’ Meeting of June 18, 2026, has granted the Board of Directors, pursuant to Article 2443 of the Civil Code, the power, to be exercised by resolution, within the scope of the delegation, by December 31, 2026, to increase the share capital for consideration, in one or more tranches and in a divisible manner, with the exclusion of the pre-emptive subscription right pursuant to Article 2441, paragraph 4, first sentence, of the Civil Code, for a total nominal amount of €371,986,879, plus a premium, by issuing a maximum of 371,986,879 ordinary shares of the Company, without par value, with regular enjoyment and the same characteristics as the ordinary shares of the Company outstanding on the date of issue, to be paid up by contributions in kind, as consideration for the public offer to purchase and exchange relating to all the ordinary shares of Telecom Italia S.p.A., announced by the Company with a notice pursuant to Article 102, paragraph 1, Legislative Decree of February 24, 1998, no. 58, on March 22, 2026, and launched on April 10, 2026. In exercising the delegation, the Board of Directors shall have, among other powers, the power to determine, within the limits indicated above, the issue price of the newly issued ordinary shares (including the premium), all other terms and conditions of the delegated capital increase, as well as any other necessary or appropriate element, within the limits

6 as provided for by applicable regulations and by the resolutions adopted by the same Extraordinary Shareholders' Meeting.

5.3 The Board of Directors, at its meeting on July 7, 2026, pursuant to the delegation under Article 2443 of the Civil Code granted to it by the Extraordinary Shareholders' Meeting of June 18, 2026, resolved to increase the share capital, to be paid up, in one or more tranches and in a divisible manner, for a maximum total amount of Euro 371,986,879 nominal value, plus a share premium, with the exclusion of the pre-emptive right pursuant to Article 2441, paragraph 4, first sentence, of the Civil Code, with the issuance of a maximum of 371,986,879 ordinary shares of the Company, without nominal value, with regular enjoyment rights and the same characteristics as the ordinary shares of the Company in circulation as of the issue date, to be subscribed by December 31, 2026, and to be paid up through contributions in kind as consideration for the public offer to purchase and exchange relating to all ordinary shares of Telecom Italia S.p.A., announced by the Company with a notice pursuant to Article 102, paragraph 1, Legislative Decree 24 February 1998, no. 58, on March 22, 2026, and launched on April 10, 2026, stipulating that the newly issued shares may immediately exercise the patrimonial and administrative rights due.

Article 6

6.1 Shares are indivisible; each share grants the right to one vote in all Shareholders' Meetings of the Company.

6.2 Shares are registered. Shares are freely transferable.

6.3 Being a shareholder constitutes, in and of itself, adherence to these Bylaws.

6.4 The Company may issue shares of any class, as well as bonds whether convertible or with warrants.

6.5 Pursuant to art. 3 of Legislative Decree of May 31, 1994 no. 332, converted with amendments by Law of July 30, 1994 no. 474, a limit is set on shareholding that results in a participation exceeding 5% (five percent) of the share capital. This provision 6.5 does not apply to the participation in the Company's capital held by the Ministry of Economy and Finance, by public entities or by entities controlled by them.

The maximum shareholding limit is calculated also taking into account the overall shareholdings attributable to: the controlling entity, whether a natural or legal person, entity or company;

all direct or indirect subsidiaries, as well as subsidiaries controlled by the same controlling entity;

affiliated entities, as well as natural persons linked by kinship or affinity up to the second degree or by marriage, provided that it is a spouse not legally separated.

Control exists, also with reference to entities other than companies, in the cases provided for by art. 2359, paragraphs 1 and 2, of the Civil Code.

Affiliation exists in the cases referred to in art. 2359, paragraph 3, of the Civil Code, as well as between entities that, directly or indirectly, through subsidiaries, other than those managing investment funds, adhere, including with third parties, to agreements relating to the exercise of voting rights or the transfer of shares or quotas of third-party companies or in any case to agreements or covenants referred to in art. 122 of Legislative Decree 24 February 1998, no. 58, in relation to third-party companies, where such agreements or covenants concern at least 10% (ten percent) of the share capital with voting rights, if it concerns listed companies, or 20% (twenty percent) if it concerns unlisted companies.

For the purpose of calculating the aforementioned shareholding limit, shares held through fiduciaries and/or intermediaries and generally by interposed persons are also taken into account.

The voting right and other rights with content other than patrimonial inherent in shares held in excess of the maximum limit indicated above cannot be exercised; should the maximum shareholding limit – calculated pursuant to this article – be exceeded by multiple parties, the voting right that would have been due to each of the parties to whom the shareholding limit is attributable shall be proportionally reduced, subject to prior joint indications from the interested shareholders. In case of non-compliance, the resolution may be challenged pursuant to art. 2377 of the Civil Code if the required majority would not have been reached without the votes in excess of the maximum limit indicated above.

Shares for which the voting right cannot be exercised are however counted for the purpose of the regular constitution of the Shareholders' Meeting.

6.6 Pursuant to art. 2, paragraphs 17-octies and subsequent, of Legislative Decree of December 29, 2010 no. 225, converted with amendments by Law of February 26, 2011 no. 10, by resolution of the extraordinary shareholders' meeting of April 14, 2011, the Company established, effective from May 2, 2011, a pool of assets exclusively dedicated to the BancoPosta business, named Patrimonio BancoPosta, governed by specific regulations named “Regolamento del Patrimonio BancoPosta”.

6.7 By resolutions adopted in accordance with the law, the assets and legal relationships included in this dedicated pool of assets and the Regulations of the Patrimonio BancoPosta containing the rules for the organization, management and control of the pool of assets, as well as any subsequent modification of said rules and the transfer to the dedicated pool of assets

of assets

or legal relationships included in the remaining assets of the Company are determined. The aforementioned resolutions are filed and registered pursuant to art. 2436 of the Civil Code.

6.8. For shareholders who are late in paying installments on shares, interest shall accrue at a rate equal to the official discount rate determined by the Bank of Italy, without prejudice to the provisions of art. 2344 of the Civil Code.

Article 7

7.1 Each shareholder has the right to withdraw from the Company in the cases provided for by law, subject to the provisions of the following art. 7.2.

7.2 The right of withdrawal does not apply in cases of:

■ extension of the Company's term;

■ introduction, modification or removal of restrictions on the transfer of shares .

Article 8

8.1 The issuance of bonds is resolved by the Directors in accordance with and by the methods prescribed by law; in the case of bonds issued with reference to the Patrimonio BancoPosta, the Supervisory Provisions also apply.

8.2 The issuance of convertible bonds or bonds with warrants takes place following a resolution of the Extraordinary Shareholders' Meeting.

Title III

Shareholders' Meeting

Article 9

9.1 Ordinary and Extraordinary Shareholders' Meetings are held, as a rule, in the Municipality where the Company has its registered office, unless otherwise resolved by the Board of Directors and provided that it is in Italy.

9.2 The Ordinary Shareholders' Meeting must be convened at least once a year, for the approval of the Financial Statements, within one hundred and eighty days of the closing of the fiscal year, as the Company is required to prepare the Consolidated Financial Statements.

9.3 The Shareholders' Meeting is convened by a notice published on the website

of the Company, as well as in the manner provided for by CONSOB, with its own regulation, within the terms of the law and in compliance with current legislation.

Article 10

10.1 The eligibility to attend the Meeting and to exercise the right to vote is governed by current legislation.

Article 11

11.1 Those entitled to vote may be represented at the Meeting in accordance with the law, by means of a proxy issued according to the procedures provided for by current legislation.

The proxy may be notified to the Company also electronically, by sending it to the specific section of the Company's website indicated in the notice of call. The same notice of call may also indicate, in compliance with current legislation, further methods of electronic notification of the proxy that can be used in the specific meeting to which the notice refers.

In order to facilitate the collection of proxies from employee shareholders of the Company and its subsidiaries associated with shareholder associations that meet the requirements provided for by current legislation, spaces are made available to the same associations, according to the terms and methods from time to time agreed with their legal representatives, to be used for communication and for carrying out the activity of collecting proxies.

11.2 It is the responsibility of the Chairman of the Meeting to ascertain the regularity of the individual proxies and, in general, the right to attend the Meeting.

11.3 The proceedings of the Meetings are governed by a specific regulation approved by resolution of the ordinary Meeting of the Company.

11.4 The Board of Directors may provide, in relation to specific Meetings, that those entitled to attend the Meeting and exercise the right to vote may participate in the Meeting by means of electronic telecommunications. In such case, the notice of call shall specify, including by reference to the Company's website, the aforementioned methods of participation.

11.5 The Company may designate for each Meeting a person to whom shareholders may grant, in the manner provided for by law and regulatory provisions, by the end of the second trading day

preceding the date set for the Meeting, even in a subsequent call to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall not be effective with regard to proposals for which no voting instructions have been given.

11.6 The Board of Directors may provide, from time to time in relation to specific Meetings, that attendance and voting at the Meeting by those entitled may take place exclusively through the representative designated by the Company referred to in Article 11.5 of this Bylaws, to whom proxies or sub-

proxies may also be granted pursuant to Article 135-novies of the TUF, in derogation of Article 135-

undecies, paragraph 4, of the TUF. In such case, the notice of call shall specify, including by reference to the Company's website, the methods for granting proxies to the representative designated by the Company.

Article 12

12.1 The Meeting shall be chaired by the Chairman of the Board of Directors or, in his absence or impediment, by the Vice Chairman if appointed or, in the absence of both, by another person delegated by the Board of Directors, failing which the Meeting shall elect its own Chairman.

12.2 The Chairman of the Meeting shall be assisted by a Secretary, who may not be a shareholder, appointed by the Meeting upon proposal of the Chairman himself; the Chairman may appoint one or more scrutineers.

Article 13

13.1 The Meeting shall resolve on all matters attributed to its competence by law and by these Bylaws, as well as with reference to the exercise of BancoPosta's activities on matters specifically provided for by the Supervisory Provisions and by the BancoPosta Asset Regulation.

13.2 The Meeting shall generally be held in a single call. The Board of Directors may decide that the Meeting be held in multiple calls. The Meeting shall be constituted and shall resolve, both in ordinary and extraordinary sessions, with the majorities provided for by law for such hypotheses.

13.3 The resolutions of the Meeting, passed in accordance with the law and these Bylaws, shall be binding on all shareholders, even if not present or dissenting.

Title IV

Board of Directors

Article 14

14.1 The Company shall be managed by a Board of Directors composed of a number of members not less than five and not more than nine.

The Meeting shall determine the number within the aforementioned limits.

The composition of the Board of Directors must ensure compliance with current legal and regulatory provisions regarding gender balance.

14.2 Directors may not be appointed for a period exceeding three financial years, which shall expire on the date of the Meeting convened for the approval of the Financial Statements for the last year of their term.

They are eligible for re-election.

14.3 The issuance of a conviction judgment against a Director, even if not final and without prejudice to the effects of rehabilitation, for any of the crimes provided for shall constitute a cause for ineligibility or forfeiture for just cause, without right to damages:

a. by the rules governing banking, financial, securities, insurance activities and by the rules on markets and securities, payment instruments;

b. by Title XI of Book V of the Civil Code and by Royal Decree of March 16, 1942, no. 267;

c. by the rules identifying crimes against public administration, against public faith, against property, against public order, against the public economy or in tax matters;

d. by Article 51, paragraph 3-bis, of the Code of Criminal Procedure as well as by Article 73 of Presidential Decree of October 9, 1990, no. 309.

The issuance of a decree ordering trial or a decree ordering immediate trial for any of the crimes referred to in the first paragraph, letters a), b), c) and d), without a judgment of acquittal, even if not final, having been issued, or the issuance of a final conviction judgment that ascertains the intentional commission of damage to the state treasury, shall also constitute a cause for ineligibility.

Directors who, during their term of office, receive notification of the decree ordering trial or the decree ordering immediate trial for any of the crimes referred to in the first paragraph, letters a), b), c) and d), or of a final conviction judgment that ascertains

12 the fraudulent commission of damage to the state must be immediately communicated to the board of directors, with an obligation of confidentiality. The Board of Directors verifies, at the first useful meeting and in any case within ten days of becoming aware of the issuance of the measures referred to in the third period, the existence of one of the hypotheses indicated therein.

If the verification is positive, the Director shall be dismissed for just cause, without the right to compensation for damages, unless the Board of Directors, within the ten-day period mentioned above, proceeds to convene the Shareholders' Meeting, to be held within the following sixty days, in order to submit to the latter the proposal for the Director to remain in office, motivating such proposal on the basis of a preeminent interest of the Company in his remaining in office. If the verification by the Board of Directors is carried out after the closing of the financial year, the proposal shall be submitted to the Shareholders' Meeting convened for the approval of the relevant Financial Statements, without prejudice to compliance with the deadlines provided for by current regulations.

If the Shareholders' Meeting does not approve the proposal made by the Board of Directors, the Director shall be dismissed with immediate effect for just cause, without the right to compensation for damages.

Without prejudice to the provisions of the preceding periods, the Chief Executive Officer who is subject to:

a. a custodial sentence;

b. a precautionary measure of pre-trial detention or house arrest, following the proceedings referred to in Article 309 or Article 311, paragraph 2, of the Code of Criminal Procedure, or after the expiry of the relevant establishment periods, shall automatically be dismissed for just cause, without the right to compensation for damages, from the office of Director, with the simultaneous termination of the powers conferred upon him.

A similar dismissal shall occur if the Chief Executive Officer is subjected to any other type of personal precautionary measure the order for which is no longer appealable, if such measure is deemed by the Board of Directors to make it impossible to carry out the delegated powers.

For the purposes of this paragraph, a judgment applying the penalty pursuant to Article 444 of the Code of Criminal Procedure shall be equated to a conviction, except in cases of extinction of the offense.

For the purposes of applying this paragraph, the Board of Directors shall ascertain the existence of the situations provided for therein, with reference to facts governed in whole or in part by foreign legal systems,

13 based on a substantial equivalence assessment.

14.4 Directors must possess the requirements of integrity and professionalism required by law, by current regulatory provisions, by this By-laws and by the Supervisory Provisions.

A number of Directors not less than that required by the law, including regulatory provisions, from time to time in force, must possess the independence requirements. For this purpose, the following shall not be considered independent Directors:

i. the spouse, relatives and in-laws up to the fourth degree of the Directors of the Company, the Directors, the spouse, relatives and in-laws up to the fourth degree of the Directors of the companies controlled by it, of the companies that control it and of the companies subject to common control;

ii. those who are linked to the Company or to the companies controlled by it or to the companies that control it or to those subject to common control, or to the Directors of the Company and to the persons referred to in letter i) by self-employment or subordinate employment relationships or by other financial or professional relationships that compromise their independence.

The Board shall annually assess the independence and integrity of the Directors, as well as the absence of grounds for ineligibility and incompatibility.

In accordance with the Supervisory Provisions, the Board shall also verify annually, through a self-assessment process, specifically formalized in internal regulations, the adequacy of its composition and functioning.

Directors shall be appointed by the Shareholders' Meeting on the basis of lists submitted by shareholders, in which candidates must be listed by progressive number.

Only shareholders who alone or together with other shareholders represent at least 1% (one percent) of the share capital or the measure established by CONSOB with its own regulation shall have the right to submit lists.

Each list must include at least two candidates possessing the independence requirements, with such candidates being clearly identified and one of them being indicated in the first position on the list.

Lists presenting a number of candidates equal to or greater than three must also include candidates of different genders, as indicated in the notice of call for the Shareholders' Meeting, so as to ensure a composition of the Board of Directors that respects current legislation on gender balance.

14 The slates, on penalty of inadmissibility, must be composed, filed at the registered office, and published in accordance with current regulations and these Articles of Association.

Each shareholder may submit or participate in the submission of only one slate. The entities controlling them, the companies controlled by them, and companies under common control may not submit or participate in the submission of other slates, nor may they vote for them, even through an intermediary or a trust company, with "controlled companies" being those referred to in art. 93 of Legislative Decree no. 58 of February 24, 1998.

Each candidate may only stand for one slate on penalty of ineligibility.

Together with the filing of each slate, on penalty of its inadmissibility, the professional curriculum of each candidate must be filed, along with declarations by which the individual candidates accept their candidacy and attest, under their own responsibility, the absence of grounds for ineligibility and incompatibility, as well as the existence of the requirements of integrity, professionalism, and any independence prescribed by current regulations for their respective positions.

The appointed Directors must immediately notify the Board of Directors of the loss of the aforementioned requirements, as well as the occurrence of grounds for ineligibility or incompatibility.

Each entitled voter may vote for only one slate.

The election of Directors shall proceed as follows:

a. from the slate that obtained the highest number of votes cast, three-quarters of the Directors to be elected shall be drawn, in the progressive order in which they are listed on the slate, with rounding, in case of a fractional number, to the lower unit;

b. the remaining Directors shall be drawn from the other slates; to this end, the votes obtained by the other slates shall be successively divided by one, two, three, and so on, according to the number of Directors to be elected. The quotients thus obtained shall be assigned progressively to the candidates of each of these slates, according to the order provided by them respectively. The quotients thus assigned to the candidates of the various slates shall be arranged in a single descending ranking. Those who have obtained the highest quotients shall be elected.

In the event that more than one candidate has obtained the same quotient, the candidate from the slate that has not yet elected any Director or has elected the fewest Directors shall be elected.

In the event that none of these slates has yet elected a Director or all have elected the same number of Directors, among these slates, the candidate from the slate that obtained the highest number of votes shall be elected. In case of a tie in slate votes and always in case of a tie in quotient, a new vote shall be held by

15 the entire assembly, with the candidate obtaining a simple majority of votes being elected;

c. for the purpose of allocating the Directors to be elected, candidates listed on slates that have obtained a number of votes less than half of the percentage required for the submission of the slates themselves shall not be taken into account;

d. in the event that the minimum necessary number of independent Directors and/or Directors belonging to the less represented gender is not elected, the Directors from the most voted slate, identified by the highest progressive number and lacking the relevant requirements, shall be replaced by the subsequent candidates with the required qualification(s) drawn from the same slate. If, even by applying this criterion, it is not possible to identify Directors with the aforementioned characteristics, the replacement criterion indicated shall be applied to the minority slates, successively more voted, from which elected candidates have been drawn; if, even by applying the replacement criteria provided herein, suitable replacements are not identified, the assembly shall resolve by simple majority. In this case, replacements shall be made starting from the successively more voted slates and from the candidates identified by the highest progressive number;

e. at the end of the operations described above, the Chairman shall proceed to the proclamation of the elected members;

f. for the appointment of Directors who, for any reason, are not elected according to the procedure described above, the Assembly shall resolve with the legal majorities in order to ensure, in any case, the presence of the necessary number of Directors possessing the independence requirements, as well as compliance with current regulations regarding gender balance.

The list voting procedure shall apply only in the event of the renewal of the entire Board of Directors.

14.5 If, during the financial year, one or more Directors cease to hold office, the provisions of art. 2386 of the Civil Code shall apply as follows. If one or more of the outgoing Directors were drawn from a slate containing also names of unelected candidates, the replacement shall be made by appointing, in progressive order, persons drawn from the slate to which the outgoing Director belonged and who are still eligible and willing to accept the position.

In any case, the replacement of outgoing directors shall be carried out by the Board of Directors, ensuring the presence of the necessary number of Directors possessing the independence requirements, as well as

ensuring compliance with current regulations on gender balance. If the majority of the directors appointed by the Shareholders' Meeting is no longer present, the entire board is considered resigned, and the Shareholders' Meeting must be convened without delay by the remaining directors to reconstitute it.

14.6 The Board shall establish committees within itself to which advisory and/or proposal-making functions shall be assigned, in accordance with the Supervisory Provisions and in line with the recommendations formulated on corporate governance by the Corporate Governance Code.

Article 15

15.1 The Board, if the Shareholders' Meeting has not already done so, shall elect a Chairman from among its members; it may elect a Vice-Chairman, who shall replace the Chairman in cases of absence or impediment.

15.2 The Board, upon proposal of the Chairman, shall appoint a Secretary, who may also not be an employee of the Company.

Article 16

16.1 The Board shall meet at the location indicated in the notice of convocation whenever the Chairman or, in case of his absence or impediment, the Vice-Chairman deems it necessary. The Board may also be convened in the manner provided for in art. 25.6 of these Articles of Association.

The Board of Directors shall also be convened when a written request is made by at least three directors to deliberate on a specific matter to be indicated in the request itself.

16.2 Board meetings may also be held by telecommunication means, provided that all participants can be identified and such identification is recorded in the relevant minutes and they are allowed to follow the discussion and participate in real-time in the discussion of the topics addressed, exchanging documentation if necessary; in such case, the Board of Directors shall be deemed to be held in the place where the person chairing the meeting is located and where the Secretary must also be located to allow for the drafting and signing of the relevant minutes.

16.3 As a rule, the convocation shall be made at least five days before the date set for the meeting. In cases of urgency, the period may be shorter.

The Board of Directors shall determine the methods for convening its meetings.

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Article 17

17.1 Board meetings shall be chaired by the Chairman or, in his absence or impediment, by the Vice-Chairman, if appointed. In the absence of the latter as well, they shall be chaired by the oldest director.

Article 18

18.1 For the validity of Board meetings, the presence of the majority of the directors in office is required.

18.2 Resolutions shall be passed by an absolute majority of those present; in the event of a tie, the vote of the chairman shall prevail.

Article 19

19.1 Resolutions of the Board of Directors shall be recorded in minutes which, signed by the chairman of the meeting and the Secretary, shall be transcribed in a dedicated book kept in accordance with the law.

19.2 Copies and extracts of the minutes shall be fully valid if signed by the Chairman or his substitute and the Secretary.

Article 20

20.1 The management of the company shall be exclusively entrusted to the Directors, who shall carry out the operations necessary for the implementation of the corporate purpose.

20.2 In addition to exercising the powers conferred upon it by law, the Board of Directors shall resolve on the following matters:

■ mergers and demergers, in cases provided for by law;

■ establishment or closure of secondary offices;

■ reduction of share capital in the event of withdrawal of one or more shareholders;

■ adaptation of the Articles of Association expressly required by legal provisions;

■ transfer of the registered office within the national territory.

This provision does not preclude the administrative body from deciding to submit the aforementioned resolutions to the Extraordinary Shareholders' Meeting.

20.3 In addition to the functions that, due to legislative provisions, the Board of Directors cannot delegate, the following functions are also non-delegable

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with reference to the BancoPosta Patrimonio: all functions for which delegation is excluded by the Supervisory Provisions. In particular, with reference to the activities of BancoPosta, the Board of Directors shall also be responsible, in accordance with the BancoPosta Patrimonio Regulations:

■ the appointment, revocation, and decisions concerning the remuneration of the Head of BancoPosta;

■ the appointment and revocation of the heads of the control functions of the BancoPosta Patrimonio, as identified by the Supervisory Provisions, after hearing the opinion of the Board of Statutory Auditors;

■ proposals to the Shareholders' Meeting regarding the BancoPosta Patrimonio.

20.4 The Board of Directors, in accordance with the legal and regulatory provisions in force from time to time, shall adopt procedures that ensure the transparency and substantive and procedural correctness of transactions with related parties referred to in art. 2391-bis of the Civil Code. The procedures may provide for: (i) the approval by the Board of Directors of the execution of significant transactions with related parties despite the contrary opinion or the opinion with reservations of the risk control committee, subject to authorization by the Shareholders' Meeting; (ii) the inapplicability of the same procedures with regard to urgent transactions if they do not fall within the competence of the Shareholders' Meeting or are not to be authorized by it pursuant to point (i) above.

20.5 The Chief Executive Officer shall promptly report to the Board of Directors and the Board of Statutory Auditors at least quarterly and in any case on the occasion of the Board meetings, on the activities carried out, on the general trend of management and its foreseeable evolution, as well as on operations of major economic, financial, and asset significance, or in any case of major significance due to their size or characteristics, carried out by the Company and by controlled companies; in particular, he shall report on operations in which he has an interest, for his own account or for third parties, or which are influenced by the entity exercising direction and coordination activities, if any.

20.6 The Board of Directors may appoint a General Manager, determining his powers and remuneration, after verifying the integrity requirements prescribed by law.

20.7 The Board of Directors shall appoint the Manager Responsible for the preparation of the company's accounting documents, upon proposal of the Chief Executive Officer, after obtaining the opinion of the Board of Statutory Auditors.

The Board of Directors, upon proposal of the Chief Executive Officer, and after obtaining the opinion of the Board of Statutory Auditors, may revoke the Manager Responsible

the preparation of corporate accounting documents.

The Manager responsible for the preparation of corporate accounting documents must have gained at least three years of overall experience in:

a. managerial roles in the preparation and/or analysis and/or evaluation and/or verification of corporate documents presenting accounting issues comparable in complexity to those related to the Company's accounting documents; or b. statutory audit activities at companies with shares listed on regulated markets in Italy or other European Union countries; or c. professional activities or tenured university teaching in financial or accounting subjects; or d. managerial roles at public or private entities or public administrations operating in the financial or accounting or control sector.

20.8 The Board of Directors shall ensure that the Manager responsible for the preparation of corporate accounting documents has adequate powers and resources for the performance of the tasks assigned to him, as well as the effective compliance with administrative and accounting procedures.

20.9 The Board of Directors shall appoint the Manager responsible for the preparation of the sustainability report, upon proposal of the Chief Executive Officer, after obtaining the opinion of the Board of Statutory Auditors.

The Board of Directors, upon proposal of the Chief Executive Officer and after obtaining the opinion of the Board of Statutory Auditors, may revoke the Manager responsible for the preparation of the sustainability report.

The Manager responsible for the preparation of the sustainability report must have gained at least three years of overall experience in:

a. sustainability reporting activities; or b. managerial roles in the preparation and/or analysis and/or evaluation and/or verification of corporate documents relating to economic-financial aspects; or c. professional activities or tenured university teaching in financial or accounting subjects; or d. managerial roles at public or private entities or public administrations operating in the financial or accounting or control sector.

The Board of Directors shall ensure that the Manager responsible for the preparation of the sustainability report has adequate powers and resources for the performance of the tasks assigned to him.

Article 21

20 21.1 The Board of Directors shall delegate, within the limits of Article 2381 of the Civil Code and those established in these Bylaws, its own powers to one of its members, who shall consequently be appointed Chief Executive Officer, determining the content, limits, and any modalities for the exercise of the delegation.

The Board of Directors may grant non-executive delegations to the Chairman in compliance with the Supervisory Provisions, determining their specific content.

The Board of Directors may grant, without additional compensation, delegations for specific acts to other members of the Board of Directors, determining the modalities for referral to the Board of Directors.

21.2 It is within the powers of the Chief Executive Officer to grant, within the scope of the powers received, delegations for specific acts or categories of acts to employees of the Company and to third parties, with the power to sub-delegate.

Article 22

22.1 The representation of the Company and the corporate signature shall belong to both the Chairman and the Chief Executive Officer, the latter within the scope of the delegated powers. In case of absence or impediment of the Chairman, the representation shall belong to the Vice Chairman, if appointed. The signature of the Vice Chairman shall be proof to third parties of the absence or impediment of the Chairman.

22.2 The aforementioned representatives may grant powers of representation of the Company, including in legal proceedings, also with the power to sub-delegate.

Article 23

23.1 The members of the Board of Directors shall be entitled to compensation to be determined by the Shareholders' Meeting. Once made, this resolution shall be valid for subsequent financial years until a different determination by the Shareholders' Meeting.

23.2 Members of the Board shall be reimbursed for expenses incurred in the performance of their duties strictly related to the tasks assigned to them, within the limits established by the Board of Directors.

23.3 The remuneration of Directors vested with particular responsibilities in accordance with the Bylaws shall be established by the Board of Directors, after obtaining the opinion of the Board of Statutory Auditors.

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Article 24

24.1 The Chairman shall convene the Board of Directors, set its agenda, coordinate its work, and ensure that adequate information on the matters on the agenda is provided to all Directors and Auditors. The Chairman shall perform his duties in compliance with the Civil Code, other legal provisions, and the Supervisory Provisions.

Title V

Board of Statutory Auditors

Article 25

25.1 The Shareholders' Meeting shall elect the Board of Statutory Auditors, consisting of three effective Auditors, and shall determine their compensation. The Shareholders' Meeting shall also elect three alternate Auditors.

The members of the Board of Statutory Auditors shall be chosen from among those who possess the professional and integrity requirements indicated in the current legislation, including regulatory provisions, as well as the further requirements indicated by the Supervisory Provisions. For the purposes of the aforementioned current legislation, including regulatory provisions, matters relating to commercial law and tax law, business economics and corporate finance, as well as matters and sectors relating to communications, telematics and IT, banking, financial and insurance activities shall be considered strictly relevant to the Company's business.

With regard to the composition of the Board of Statutory Auditors, the provisions of current law and regulations shall apply concerning ineligibility situations and limits on the accumulation of administrative and control positions that may be held by members of the Board of Statutory Auditors.

The Board of Statutory Auditors shall annually verify, through a self-assessment process formally established in internal regulations, the adequacy of its composition and the effectiveness of its functioning.

25.2 Effective Auditors and alternate Auditors shall be appointed by the Shareholders' Meeting based on lists submitted by shareholders, in which candidates must be listed with a sequential number and must not exceed the number of members to be elected.

Only shareholders who, alone or together with other shareholders, represent at least 1% (one percent) of the share capital or the amount established by CONSOB by regulation shall have the right to submit lists.

22 submission of candidate lists for the appointment of the Board of Directors.

Together with the filing of each list, under penalty of inadmissibility of the same, the professional curriculum of each candidate must be filed, along with declarations by which the individual candidates accept their candidacy and attest, under their own responsibility, the absence of grounds for ineligibility and incompatibility, as well as the existence of the requirements of integrity, professionalism, and independence prescribed by current regulations.

The appointed statutory auditors must promptly report the loss of the latter indicated requirements, as well as the occurrence of grounds for ineligibility or incompatibility.

Every entitled voter may vote for only one list.

The current regulations apply to the submission, filing, and publication of the lists.

The lists are divided into two sections: one for candidates for the position of statutory auditor and the other for candidates for the position of alternate statutory auditor. At least the first candidate of each section must be registered in the register of statutory auditors and have carried out the legal audit of accounts for a period of no less than three years.

In compliance with current regulations regarding gender balance, the lists must include, in the first two positions of the section for statutory auditor candidates, as well as in the first two positions of the section for alternate statutory auditor candidates, candidates of different genders.

From the list that obtained the highest number of votes, two statutory auditors and two alternate statutory auditors will be drawn, in the progressive order in which they are listed in the sections of the list itself. The remaining statutory auditor and the remaining alternate statutory auditor are appointed pursuant to current regulations and in the manner provided for by art. 14.4, letter b), to be applied distinctly to each of the sections into which the other lists are divided.

For the appointment of Statutory Auditors who, for any reason, are not elected based on lists, the shareholders' meeting shall resolve with the majorities of law and without observing the procedure provided above, but in such a way as to ensure a composition of the Board of Statutory Auditors in compliance with the relevant current legal, regulatory, and administrative provisions and capable of also ensuring compliance with the principle of minority representation and current regulations on gender balance.

The chairmanship of the Board of Statutory Auditors belongs to the statutory auditor appointed in the manner provided for by art. 14.4, letter b); in case of replacement of the Chairman, this position is assumed by the alternate statutory auditor also appointed in the manner provided for by art. 14.4, letter b).

In case of replacement of one of the Statutory Auditors drawn from the list that obtained the highest number of votes, the first of the alternate statutory auditors drawn from the same list shall take over. In the event that the substitution, if carried out pursuant to the preceding period, does not allow for the reconstitution of a Board of Statutory Auditors in compliance with current regulations on gender balance, the second alternate statutory auditor drawn from the same list shall take over. Should it subsequently become necessary to replace the other statutory auditor drawn from the list that obtained the highest number of votes, the further alternate statutory auditor drawn from the same list shall in any case take over.

23 from the same list. In the event that the substitution, if carried out pursuant to the preceding period, does not allow for the reconstitution of a Board of Statutory Auditors in compliance with current regulations on gender balance, the second alternate statutory auditor drawn from the same list shall take over. Should it subsequently become necessary to replace the other statutory auditor drawn from the list that obtained the highest number of votes, the further alternate statutory auditor drawn from the same list shall in any case take over.

25.3 The outgoing Statutory Auditors are re-eligible.

25.4 Meetings of the Board of Statutory Auditors may also be held by means of telecommunication, provided that all participants can be identified and such identification is recorded in the relevant minutes and they are allowed to follow the discussion and intervene in real-time in the discussion of the topics addressed, exchanging documentation if necessary; in such a case, the Board of Statutory Auditors shall be deemed to be held in the place where the person chairing the meeting is located, who shall be responsible for the preparation and signing of the minutes; the minutes shall subsequently be signed also by the other Statutory Auditors who participated in the audio and/or audio-video connected meeting.

25.5 The Statutory Auditors may at any time proceed, even individually, with inspection and control activities.

The Board of Statutory Auditors supervises compliance with laws, regulations, and the Articles of Association, adherence to the principles of sound administration, and in particular the adequacy of the organizational, administrative, and accounting structure adopted by the Company and its actual functioning, as well as the adequacy and functionality of the overall risk management and control system. The Board of Statutory Auditors is an integral part of the overall internal control system and performs in this regard the functions assigned to it by the Supervisory Provisions. The Board of Statutory Auditors may request information from the Directors on the progress of corporate operations or on specific matters.

Furthermore, in order to fulfill its duties, and in particular the obligation to promptly inform the Bank of Italy and, where applicable, other Supervisory Authorities regarding acts or facts, of which it becomes aware in the exercise of its duties, which may constitute an irregularity in management or a violation of regulations, the Board of Statutory Auditors is endowed with the broadest powers provided for by current regulatory and legal provisions.

25.6 The Board of Statutory Auditors may, after notifying the Chairman of the Board of Directors, convene the Board of Directors.

Title VI

Financial Statements and Profits

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Article 26

26.1 The financial year closes on December 31st of each year.

26.2 At the end of each financial year, the Board shall prepare the Company's Financial Statements in accordance with legal requirements.

26.3 The Board of Directors may, during the financial year, distribute interim dividends to shareholders.

Article 27

27.1 Dividends not collected within five years from the date they become due shall be time-barred in favor of the Company, with their direct allocation to reserves.

Title VII

Dissolution and Liquidation of the Company

Article 28

28.1 In the event of the dissolution of the Company, the Shareholders' Meeting shall determine the liquidation procedures and appoint one or more liquidators, setting their powers and fees.

Title VIII

General and Transitional Provisions

Article 29

29.1 For matters not expressly provided for in these Articles of Association, the provisions of the Civil Code, special laws on the matter, and, with reference to the activities of BancoPosta, the Supervisory Provisions shall apply.