ACTIVIDAD ANTIOXIDANTE DE FRUTOS Y OTROS VEGETALES

The following remuneration and incentive policies for the Chairwoman of the Board of Directors, non-executive Directors, the Board of Statutory Auditors and the Chief Executive Officer and General Manager, coincide with those described in Poste Italiane’s Remuneration Report for 2016, of which this document, “Guidelines for BancoPosta RFC’s remuneration and incentive policies for 2016”, is an Annex. The above bodies are responsible for the management, strategic oversight and control of BancoPosta RFC, without receiving any further remuneration in addition to that received as Directors or Statutory Auditors of Poste Italiane SpA.

4.1 Chairwoman of the Board of Directors

The remuneration of the Chairwoman of the Board of Directors is €60,000 gross per annum, representing fixed remuneration approved by the General Meeting of Shareholders of 2 May 2014, in accordance with art. 2389, paragraph 1 of the Italian Civil Code, for the full term of office.

In addition to the above, on 22 July 2014 the Board of Directors, on the recommendation of the then Compensation Committee and in consultation with the Board of Statutory Auditors, voted to pay the Chairwoman – in view of the non-executive powers assigned to her – further fixed remuneration of €178,000 gross per annum, in line, moreover, with the related recommendations made by the above General Meeting of 2 May 2014.

The Chairwoman of the Board of Directors is also reimbursed for any out-of-pocket expenses incurred in carrying out the duties strictly related to her role, within the limits established by the Board of Directors.

No attendance fees are payable for participation in Board of Directors’ meetings.

4.2 Non-executive Directors

Non-executive Directors are paid €40,000 gross per annum as basic fixed remuneration. This remuneration was approved by the General Meeting of Shareholders of 2 May 2014 for the full term of office. There are no forms of variable remuneration linked to performance.

In December 2015, the Board of Directors, on the recommendation of the Remuneration Committee, approved additional fees3 for Directors’ who are members of Board Committees, as set out below:

Table 1. Fees payable to members of Board Committees

Audit and Risk Committee Remuneration Committee Nominations Committee Chairwoman €30,000 €20,000 €20,000 Member €20,000 €15,000 €15,000 3 _{Gross remuneration per annum.}

53 The remuneration paid to non-executive Directors was set on the basis of specific market benchmarking conducted by a number of specialist international consulting firms.

Non-executive Directors are also reimbursed for any out-of-pocket expenses incurred in carrying out the duties strictly related to their role, within the limits established by the Board of Directors.

No attendance fees are payable for participation in Board of Directors’ or Board Committee meetings.

4.3 Board of Statutory Auditors

The Statutory Auditors’ remuneration is in no way linked to Poste Italiane’s performance. The fees paid to Statutory Auditors consist solely of a fixed component, determined on the basis of the commitment required in order to carry out their duties.

On electing the Board of Statutory Auditors, the General Meeting of Shareholders approved fees – for each year in office – of €52,000 gross per annum for the Chair, and €41,500 gross per annum for each standing Auditor. No attendance fees are payable for participation in meetings.

4.4 Chief Executive Officer and General Manager

The CEO-GM’s remuneration package, for the financial years 2014, 2015 and 2016, was approved by the Board of Directors – on the recommendation of the then Compensation Committee and in consultation with the Board of Statutory Auditors – on 17 November 2014. On this occasion, the restrictions introduced by art. 23-bis, paragraph 5-quater of Law Decree 201/2011 (converted into law by art. 1, paragraph 1 of Law 21 of 22 December 2011, as amended by art. 84-bis, paragraph 1 of Law Decree 69 of 21 June 2013, converted in to law by Law 98 of 9 August 2013), which imposed a reduction in the overall pay, in whatever form, of the chief executive officers and chairs of the boards of directors of companies directly or indirectly controlled by public entities, applicable only to the first re-election of the Board of Directors following the entry into effect of the legislation.

The fixed remuneration consists of a component relating to the position of Director (pay as defined by paragraphs 1 and 3 of art. 2389 of the Italian Civil Code) and one relating to his position as a manager of the Company in his role as General Manager.

As a member of the Board of Directors, the Chief Executive Officer is also reimbursed for any out-of-pocket expenses incurred in carrying out the duties strictly related to his role, within the limits established by the Board of Directors.

No attendance fees are payable for participation in Board of Directors’ meetings.

In the event of termination of his position and/or the withdrawal of the powers assigned prior to the expiry of his term of office for reasons other than just cause, or due to behaviour amounting to gross misconduct, or in the event of dismissal from the position of Chief Executive Officer for just cause, the Company must pay a sum equal to the total all-inclusive remuneration for the position of Chief Executive Officer payable through to the expiry of his term of office.

In relation to his position as a manager of the Company, in his role as Poste Italiane’s General Manager, the CEO-GM participates in a short-term variable incentive plan (MBO) and a long-term incentive plan (LTIP).

54 The Poste Italiane Group’s CEO-GM falls within the scope of application of BancoPosta RFC’s remuneration and incentive policies and is subject to the existing supervisory standards for banks. The short- and long-term incentives for the CEO-GM have been determined taking into account both the principles set out in Bank of Italy Circular 285/2013 and the fact that the Poste Italiane Group’s businesses are not limited to the provision of financial services, but also include the offer of integrated delivery, logistics and parcels services, eCommerce, insurance, mobile telecommunications and digital communication throughout Italy.

The short- and long-term incentive plans for the CEO-GM comply with the following principles: • the incentive payable is capped at a ratio of 1:1 between variable and fixed pay;

• the variable component is subject to ex post risk adjustments (malus and clawback provisions) that, based on individual performance or conduct, may, on the one hand, result in a significant reduction in the amount payable (potentially to zero), and, on the other, under certain conditions the return of amounts already paid (see paragraph 3.3);

• the variable component is linked to performance indicators measured after adjusting for risk and in line with the indicators used by the Risk Management function (so-called ex-ante risk adjustments);

• the variable component is deferred so as to ensure that the remuneration takes into account the evolution of the risks assumed by BancoPosta RFC over time (malus provisions);

• limits are placed on variable remuneration if BancoPosta RFC does not meet specific capital and liquidity requirements;

• the variable component is linked to performance indicators that reflect the individual’s decision-making power.

In keeping with the above, a summary of the key aspects of the short- and long-term incentive plans for the CEO-GM is provided below.

Short-term incentive plan (MBO)

In relation to his position as a manager of the Company, in his role as Poste Italiane’s General Manager, the CEO-GM participates in a short-term variable incentive plan (MBO) linked to targets, approved annually by the Board of Directors on the recommendation of the Remuneration Committee, in keeping with Poste Italiane’s Business Plan and budget.

40% of the short-term variable component is subject to deferral for a period of not less than 3 years (pro rata), to ensure that the remuneration takes into account the evolution of the risks assumed by the Company over time, as shown below:

55 Figure 1. Chart showing deferral of the short-term incentive plan for the CEO-GM and other Material Risk Takers

Payment of the deferred portion will take place each year, provided that determinate indicators of BancoPosta RFC’s capital position and liquidity, as defined in the guidelines for remuneration and incentive policies from time to time in effect, have been complied with.

In line with the applicable regulatory requirements, the CEO-GM has to meet the following conditions to qualify for the short-term incentive plan for 2016 (MBO), which must all be assessed at the same time:

Table 2. Qualifying conditions for the MBO plan for the CEO-GM and other Material Risk Takers

QUALIFYING CONDITIONS