Telecom Italia S.p.a. MIL:TIT

Telecom Italia S p A : Proxy Form TIM General Sharehoders Meeting January 28, 2026

Published

Source: MarketScreener

Annex A

English Courtesy Translation

In the event of discrepancies with the Italian version, the Italian version shall prevail

NOT INTENDED FOR DISSEMINATION, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH DISCLOSURE WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW

PROXY FORM

TIM S.p.A. (the "Promoter" or "TIM"), through Sodali & Co S.p.A. ("Sodali & Co" or the "Delegated Party"), intends to promote a solicitation of voting proxies (the "Solicitation") with reference to the Ordinary Shareholders' Meeting of TIM S.p.A., convened in ordinary and extraordinary session for 28 January 2026, at 11:00 a.m. (single call), at the Company's registered office in Milan, Via Gaetano Blacks no. 1, in the manner and within the terms set out in the notice of call published, inter alia, on the TIM www.gruppotim.it/assemblea website on 21 December 2025 (the "Shareholders' Meeting").

The proxy form must be received by the Promoter, through Sodali & Co, by 11:59 pm on 26 January 2026 by one of the following methods (the "Proxy Deadline"):

Sodali & Co S.p.A.

Via Giovanni Paisiello n. 6 00198 - Rome

To the attention of the Retail Department

The proxy may always be revoked by means of a written declaration brought to the attention of the Promoter, through the Delegated Party, in one of the ways indicated above, by 12:00 noon on 27 January 2026.

Prior to the issuance of the proxy, the Prospectus relating to the Solicitation must be read available on the TIM website, www.gruppotim.it/assemblea and on the website of Sodali & Co https://transactions.sodali.com/ (the "Prospectus").

Signing this form does not entail any cost for the delegating party

Delegating natural person

The ,

(name and surname of the person entitled to vote)

born in ........................................................................... the ,

resident in ,

(city and address)

C.F..................................., telephone number.................................... Email............................................

(attach a photocopy of the delegating party's valid identity document)

[alternatively]

Delegating legal entity or other entity

… ,

(company name of the legal entity or entity entitled to vote)

based in ...........................................................................................................................................

(city and address)

Tax code/VAT number..............................., telephone number............................

Email. ,

in the person of its legal representative pro-tempore or authorized attorney

(attach the following documentation: photocopy of the delegating party's valid identity document and photocopy of the certificate issued by the Register of Companies or of the special power of attorney or other document showing the powers of representation of the person signing the proxy in the name and on behalf of the legal person/other entity.)

holder of the right to vote as of 19 January 2026 (so-called "Voting Rights Holder").record date) as:

..........................................

(shareholder, pledgee, carry-over, usufructuary, custodian, manager, legal representative or attorney with power of sub-delegation)

Data to be filled in at the discretion of the delegating party:

  • Communication No. ...........................................................................................................................

    (communication reference provided by the intermediary)

  • any identification codes ...........................................................................................................................

TAKING NOTE of the possibility that the proxy to the Promoter may contain voting instructions even on some of the items and resolutions on the agenda of the Ordinary and Extraordinary Shareholders' Meeting;

TAKING NOTE that, pursuant to Article 138, paragraph 2, of Consob Regulation no. 11971/1999 (the "Issuers' Regulation"), if the voting instructions given by the requested party do not comply with the Promoter's proposals (the "Promoter's Proposals" or the "Proposals"), the latter will exercise the vote, through the Delegated Person (and, in turn, by sub-proxy to the Appointed Representative, as defined below), according to the instructions received, even if they differ from the Promoter's Proposals: therefore, if the requested party has given a proxy to vote in a manner that differs from the proposals formulated by the Promoter, the Delegated Person will exercise the vote in absolute compliance with the instructions received from the person who has adhered to the solicitation;

TAKING NOTE that, as indicated in the notice of call, the participation of those entitled and voting at the Shareholders' Meeting will be allowed exclusively through the Trevisan & Associati Law Firm, with offices in Milan Viale Majno no. 45, 20122, as the designated representative of TIM pursuant to Article 135-undecies of the TUF (the "Designated Representative"), the Promoter, and on its behalf the Delegated Party, will grant sub-proxies and provide voting instructions in accordance with this proxy form pursuant to art. 135-novies of the TUF to the same Appointed Representative;

HAVING READ the explanatory reports of the Board of Directors of TIM on the items on the agenda of the Shareholders' Meeting and the Proposals for resolutions contained therein;

HAVING READ the Prospectus relating to the Solicitation, with particular regard to the possible existence of conflicts of interest;

DELEGATION

the Promoter, and on its behalf Sodali & Co S.p.A. in its capacity as Delegated Subject for the Solicitation and Collection of Proxies and Delegated to Vote, with registered office in Rome, Via Giovanni Paisiello no. 6, or, each of the following substitutes indicated by the Delegated Subject severally, in relation to which, to the best of TIM's knowledge, none of the situations pursuant to Article 135-decies of Legislative Decree no. 58 of 24 February 1998 ("TUF") occur:

  • Andrea Di Segni, born in Rome on 17/04/1966, Tax Code. DSGNDR66D17H501N

  • Fabio Bianconi, born in Urbino on 14/05/1980, Tax Code BNCFBA80E14L500I

  • Renato Di Vizia, born in Capaccio (SA) on 26/08/1970, Tax Code. DVZRNT70M26B644G

  • Iolanda Casella, born in Salerno on 18/11/1982, Tax Code CSLLND82S58H703T

to participate in and vote at the Ordinary and Extraordinary Shareholders' Meeting of TIM ordinary shareholders indicated above as per the instructions indicated below with reference to no.

................................... TIM ordinary shares recorded in the securities account(s).............................................. at.................................................... ABI ................. CAB ..................

(depositary intermediary)

It should be noted that pursuant to art. 135-novies TUF in the event that the shareholder has the shares deposited in more than one securities account, he may delegate a different representative for each securities account; may also delegate a single representative for all accounts

RESOLUTIONS SUBJECT TO SOLICITATION (*)

Without prejudice to the delegating party's right to give different voting indications, the Promoter intends to carry out the Solicitation with reference to all the items on the agenda of the Shareholders' Meeting called for 28 January 2026, as set out in the Introduction to the Prospectus, requesting the adoption of the following Resolution Proposals.

Step 1. Appointment of two Directors following resignation and subsequent co-optation pursuant to Article 2386 of the Italian Civil Code and the Articles of Association in force. Any resolutions pursuant to art. 2390 of the Italian Civil Code. Related and consequent resolutions.

Promoter's proposal:

"The Shareholders' Meeting of Telecom Italia S.p.A. meeting in ordinary session,

  • having regard to the termination of the office of Director Domitilla Benigni, who resigned on 15 September 2025;

  • acknowledging that, pursuant to art. 2386 of the Italian Civil Code, the Board of Directors of the Company, on 25 September 2025, appointed by co-optation Avv. Alessandra Perrazzelli in place of the resigning councilor;

  • having taken note of the proposal of the Board of Directors contained in the explanatory report;

  • taking into account that the term of office of the Board of Directors in office will expire with the approval of the financial statements as at 31 December 2026 (as per the resolution of the Shareholders' Meeting of 23 April 2024);

ISSUES THE PROXY TO VOTE ON THE PROMOTER'S PROPOSAL

ISSUE THE PROXY: ABSTENTION

ISSUE THE PROXY: OPPOSE

DOES NOT ISSUE THE PROXY

resolves

  • to appoint Avv. Alessandra Perrazzelli born in Genoa on 13 August 1961 (Tax code. PRRLSN61M53D969F) as a member of the Company's Board of Directors, whose term of office will expire together with that of the other directors currently in office and, therefore, on the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2026.".

Step 1. Appointment of two Directors following resignation and subsequent co-optation pursuant to Article 2386 of the Italian Civil Code and the Articles of Association in force. Any resolutions pursuant to art. 2390 of the Italian Civil Code. Related and consequent resolutions.

Promoter's proposal:

The Shareholders' Meeting of Telecom Italia S.p.A., meeting in ordinary session,

  • having regard to the termination of the office of Director Umberto Paolucci, who resigned on 10 December 2025 with effect from 1 January 2026;

  • acknowledging that, pursuant to art. 2386 of the Italian Civil Code, the Board of Directors of the Company, on 21 December 2025, appointed by co-optation Prof. Lorenzo Cavalaglio to replace the resigning director with effect from 1 January 2026;

  • having taken note of the proposal of the Board of Directors contained in the explanatory report;

  • taking into account that the term of office of the Board of Directors in office will expire with the approval of the financial statements as at 31 December 2026 (as per the resolution of the Shareholders' Meeting of 23 April 2024);

resolves

  • to appoint Lorenzo Cavalaglio, born in Rome on 28 June 1973 (Tax Code. CVLLNZ73H28H501I) as a member of the Company's Board of Directors, whose term of office will expire together with that of the other directors currently in office and, therefore, on the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2026."

ISSUES THE PROXY TO VOTE ON THE PROMOTER'S PROPOSAL

ISSUE THE PROXY: ABSTENTION

ISSUE THE PROXY: OPPOSE

DOES NOT ISSUE THE PROXY

Step 2. Voluntary reduction of the share capital, pursuant to and for the purposes of art. 2445 of the Italian Civil Code, at Euro

ISSUES THE PROXY TO VOTE ON THE PROMOTER'S PROPOSAL

6,000,000,000.00, allocating the amount coming from (i) to the legal reserve up to one fifth of the share capital and, for the

remaining part, (ii) to the available reserve of equity.

ISSUE THE PROXY: ABSTENTION

Amendment of art. 5.1 of the Statute. Related and consequent

ISSUE THE PROXY: OPPOSE

resolutions.

Promoter's proposal:

"The Extraordinary Shareholders' Meeting of Telecom Italia S.p.A.,

  1. heard and approved the statements of the Board of Directors.

  2. having examined the Board of Directors' Explanatory Report and the proposal contained therein,

  3. shared the reasons for the proposals contained therein,

  4. as far as may be necessary, also pursuant to and for the purposes of art. 2376 of the Civil Code,

    resolves

    1. to reduce the share capital to Euro 6,000,000,000.00, allocating the amount deriving:

      1. to the legal reserve, up to one fifth of the share capital,

      2. for the remaining amount to constitute an available reserve of equity called "Available Reserve",

without prejudice to the number of shares in circulation without indication of par value.

  1. to amend art. 5.1 of the Articles of Association, according to the wording indicated below "The subscribed and paid-up share capital is equal to Euro 6,000,000,000.00, divided into 15,329,466,496 ordinary shares and 6,027,791,699 savings shares, all without par value", without prejudice to the amendments resulting from the resolution to convert savings shares into ordinary shares referred to in item 3 on the agenda of today's Shareholders' Meeting;

  2. to acknowledge that, pursuant to art. 2445, paragraph 3, of the Civil Code, the resolutions referred to in points 1 and 2 above may be executed only after ninety days from the day of registration with the Register of Companies of Milan-Monza-Brianza-Lodi, or, in the event of opposition, where the authorization of the Court intervenes, pursuant to art. 2445, paragraph 4, of the Italian Civil Code, within six months - which may be extended by the Company by a maximum of a further three months - from the registration of this resolution to reduce the capital with the Register of Companies, with the specification that if this term has elapsed unnecessarily, this condition will be considered not to have been met;

  3. to establish that the effectiveness of the resolutions referred to in points 1 and 2 above is subject to: (i) the approval of the resolution to convert savings shares into ordinary shares referred to in item 3 on the agenda of

today's Shareholders' Meeting; (ii) the approval of the mandatory conversion of savings shares into ordinary

DOES NOT ISSUE THE PROXY