Telecom Italia S.p.a. MIL:TIT

Telecom Italia S p A : Proxy Statement Solicitation of Voting Proxies TIM General Sh. Meeting January 28, 2026

Published

Source: MarketScreener

English Courtesy Translation

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OR REGULATIONS

PROXY STATEMENT SOLICITATION OF VOTING PROXIES

concerning the request to grant the power of attorney to exercise voting rights in the Ordinary and Extraordinary Shareholders' Meeting of TIM S.p.A., called for January 28, 2026, at 11:00 a.m. (single call), at the Company's registered office in Milan, Via Gaetano Negri No. 1.

PROMOTER AND ISSUER



ENTITY TASKED WITH THE SOLICITATION AND COLLECTION OF PROXIES

Sodali & Co S.p.A.

For information, please contact one of the following numbers:

800 126 381 (from national landlines) / +39 06 85870339 / +39 340 4029760 (WhatsApp) or visit https://transactions.sodali.com/ or send an e-mail to: [email protected]

The solicitation of proxies is governed by Articles 136 et seq. of Legislative Decree No. 58 of February 24, 1998 ("Consolidated Finance Act") as well as Articles 135 et seq. of Consob Regulation No. 11971 of May 14, 1999 ("Issuers Regulation").

This Prospectus was dated January 8, 2026.

INTRODUCTION

The solicitation of proxies contained in this proxy statement (the "Proxy Statement") is addressed to all ordinary shareholders (the "Shareholders") of TIM S.p.A. ("TIM", the "Company", the "Issuer" or the "Promoter") in view of the Ordinary and Extraordinary Shareholders' Meeting (the "Meeting") called for January 28, 2026, at 11:00 a.m. (single call), at the Company's registered office in Milan, Via Gaetano Negri 1, to pass resolutions on the following agenda:

Ordinary Session

  1. Appointment of two Directors following resignations and subsequent co-optation pursuant to Article 2386 of the Italian Civil Code and the current Bylaws. Any resolutions pursuant to Article 2390 of the Italian Civil Code. Related and consequent resolutions.

    Extraordinary Session

  2. Voluntary reduction of share capital, pursuant to and for the purposes of Article 2445 of the Italian Civil Code, to €6,000,000,000.00, allocating the resulting amount (i) to the legal reserve up to one-fifth of the share capital, and, for the remainder, (ii) to the available equity reserve. Amendment to Article 5.1 of the Bylaws. Related and consequent resolutions.

  3. Conversion of savings shares into ordinary shares: (i) granting holders of savings shares the right to convert them into ordinary shares, with the Company paying a cash adjustment; and (ii) mandatory conversion into ordinary shares of savings shares for which the conversion option referred to in point (i) is not exercised, also with the Company paying a cash adjustment. Amendment to Articles 5, 6, 14, 18, 19, and 20 of the Bylaws. Related and consequent resolutions.

Without prejudice to the right of the delegating party to give different voting instructions, the Promoter intends to solicit proxies with reference to all the items on the agenda of the Shareholders' Meeting.

The solicitation shall be carried out through Sodali & Co. S.p.A. ("Sodali & Co" or the "Delegated Entity") for the collection of proxies and the exercise of voting rights at the Shareholders' Meeting through sub-proxy to the Designated Representative (as defined below) pursuant to the proxies granted as a result of and in connection with the solicitation.

The solicitation shall be carried out according to information criteria that will ensure that Shareholders are able to express their vote in an informed manner, and in order to encourage active participation in corporate life and in particular in the Shareholders' Meeting and the resolutions it will be called upon to pass.

The specific form for the granting of the voting proxy (the "Solicitation Form") is also published in Annex A to this Proxy Statement, in accordance with applicable regulations.

The documentation relating to the Shareholders' Meeting is available to the public at the TIM headquarters in Milan, Via G. Negri 1, on the centralized storage mechanism for regulated information SDIR-NIS, managed by Computershare S.p.A., at the internet address www.1info.it and on the Company's website at www.gruppotim.it/assemblea.

Section I - Information on the Issuer and the Shareholders' Meeting

  1. Name and registered office of the Issuer.

    The company issuing the ordinary shares for which the granting of voting proxy is requested is TIM S.p.A. with registered office in Milan Via Gaetano Negri no. 1, Headquarters and Secondary Office in Rome, Via di Val Cannuta No 182, with share capital equal to € 11,677,002,855.10 fully paidup, Tax/VAT Code and Entry number in the Companies' Register of Milan Monza-Brianza

    Lodi 00488410010. Telecom Italia shares are admitted to trading on the regulated Euronext Milan market organized and managed by Borsa Italiana S.p.A., ISIN code IT0003497168. TIM, as a listed company, is subject to the regulatory requirements for issuers of securities listed on a regulated market.

  2. Day, time and place of the meeting.

    The Ordinary and Extraordinary Shareholders' Meeting of the Company is called for January 28, 2026, at 11:00 a.m. (single call), at the Company's registered office in Milan, Via Gaetano Negri No 1.

  3. Items on the agenda.

    The Meeting is called with the following agenda:

    Ordinary Session

    1. Appointment of two Directors following resignations and subsequent co-optation pursuant to Article 2386 of the Italian Civil Code and the current Bylaws. Any resolutions pursuant to Article 2390 of the Italian Civil Code. Related and consequent resolutions.

      Extraordinary Session

    2. Voluntary reduction of share capital, pursuant to and for the purposes of Article 2445 of the Italian Civil Code, to €6,000,000,000.00, allocating the resulting amount (i) to the legal reserve up to one-fifth of the share capital, and, for the remainder, (ii) to the available equity reserve. Amendment to Article 5.1 of the Bylaws. Related and consequent resolutions.

    3. Conversion of savings shares into ordinary shares: (i) granting holders of savings shares the right to convert them into ordinary shares, with the Company paying a cash adjustment; and (ii) mandatory conversion into ordinary shares of savings shares for which the conversion option referred to in point (i) is not exercised, also with the Company paying a cash adjustment. Amendment to Articles 5, 6, 14, 18, 19, and 20 of the Bylaws. Related and consequent resolutions.

  4. List of documentation prepared by the Issuer and indication of the website where this documentation is available.

In connection with the Meeting, the Company has prepared the following documents:

  1. the notice of the Meeting;

  2. the reports prepared pursuant to Article 125-ter of the Consolidated Finance Act by the Board of Directors on the items on the agenda, supported by the relevant documents and the full text of the resolution proposals;

  3. this Proxy Statement with reference to all items on the agenda of the Shareholders' Meeting;

  4. the Proxy Form for this solicitation of proxies (i.e., the Proxy Form attached as Annex "A" to this Proxy Statement);

  5. the notice of proxy solicitation promoted by TIM.

The aforementioned documentation is available to the public, in accordance with the law, at the centralized storage mechanism for regulated information SDIR-NIS, managed by Computershare S.p.A., at the internet address www.1info.it and on the Company's website at www.gruppotim.it/assemblea, also in line with the other methods indicated in Chapter I, Title II, Part III of the Issuers' Regulation.

Please note that, as indicated in the notice of call of the Shareholders' Meeting, the participation of those entitled to attend and the exercise of their voting rights at the Shareholders' Meeting shall take place solely through the representative designated by the Company pursuant to Article 135 of the Consolidated Finance Act, i.e., the Studio Legale Trevisan & Associati of Milan

(the "Designated Representative"), or their substitutes in the event of their being prevented from attending.

The Company shall also prepare and make available the following on its website at https://www.gruppotim.it/assemblea, within the terms indicated in the notice of the Shareholders' Meeting:

  1. the form for granting proxy/sub-proxy to the Designated Representative pursuant to Article 135-undecies of the Consolidated Finance Act and

  2. the form for the granting of proxy to the Designated Representative pursuant to Article 135-novies of the Consolidated Finance Act.

    Therefore, Shareholders who do not intend to participate in the solicitation but still wish to vote on the proposals presented by the Issuer's Board of Directors at the Ordinary Shareholders' Meeting may do so in the following two alternative ways:

    • by freely granting proxy with voting instructions to the Designated Representative pursuant to Article 135-undecies of the Consolidated Finance Act, by completing and signing the appropriate form, available on the Issuer's website https://www.gruppotim.it/assemblea;

    • without prejudice to the need to grant proxies or sub-proxies pursuant to Article 135-novies of the Consolidated Finance Act, also by way of derogation from the provisions of Article 135- undecies, paragraph 4, of the Consolidated Finance Act, by filling in and signing the relevant form, available on the Issuer's website https://www.gruppotim.it/assemblea.

Please note that Shareholders wishing to participate in this solicitation should not use the proxy forms listed above under letters a) and b),which will be made available on the Issuer's website, but only the Proxy Form hereto attached as Annex "A" to this Proxy Statement (listed above under no. 4), which can be found on the website www.gruppotim.it/assemblea and on the website of Sodali & Co. https://transactions.sodali.com/.

Pursuant to Article 130 of the Consolidated Finance Act, Shareholders are entitled to consult all documents filed at the Issuer's registered office and to obtain copies at their own expense.

Section II - Information on the Promoter

  1. Name and legal form of the Promoter.

    The party intending to promote the solicitation of proxies is the issuing company, TIM S.p.A. The Promoter shall avail itself of the assistance of Sodali & Co., a company that provides consultancy and shareholder communications and proxy voting services to listed companies, specialized in the solicitation of proxies and proxy voting at shareholders' meetings, for the collection of voting proxies and for the expression of the vote at the Shareholders' Meeting (as mentioned above through sub-proxy to the Designated Representative). Sodali & Co. has its registered office in Rome, Giovanni Paisiello No 6, share capital of € 200,000, and is registered in the Rome Companies' Register under No. 1071740/04, Tax Code and VAT No. 08082221006.

    Acceptance of the solicitation and the granting of the proxy to the Delegated Entity entitle the latter to represent the Shareholder at the Shareholders' Meeting by exercising (through subproxy to the Designated Representative) the right to vote in accordance with the instructions given by the Shareholder.

    Proxies for voting pursuant to this solicitation may be granted to the Delegated Entity by both retail shareholders (natural and legal persons) and institutional investors.

  2. Registered office of the Promoter.

    For information concerning the registered office of the Promoter, which is also the Issuer, please refer to Section I, Paragraph 1 of this Proxy Statement.

  3. Persons with significant shareholdings and persons exercising, also jointly, control over the Promoter. Description of the content of any shareholders' agreements concerning the Company. As at the date of this Proxy Statement, on the basis of the entries in the Register of Shareholders,

    the notifications received pursuant to law and other public information in any case available, the parties that the Issuer knows to hold stakes in TIM's share capital that are relevant pursuant to Article 120 of the Consolidated Finance Act are shown in the following table.

    Declarant

    Direct or indirect

    shareholding

    Number of ordinary shares

    % of ordinary capital

    Poste Italiane S.p.A.

    (*)

    Direct

    4.187.269.890

    27,32

    BlackRock (**)

    Indirect

    781.803.742

    5,10

    (*) By notice issued pursuant to Article 120 of the Consolidated Financial Act, the shareholder Poste Italiane S.p.A. disclosed that, as of 15 December 2025, it had come to hold an interest representing 27.315% of TIM's ordinary share capital, declaring that it intends to rely on the exemption from the obligation to launch a mandatory tender offer on TIM shares pursuant to Article 49, paragraph 1, letter (e), of the Issuers' Regulation, undertaking to dispose to non-related parties, within 12 months from the date of the acquisition, of the shares exceeding the 25% threshold and not to exercise the related voting rights during such period.

    (**) Aggregated holding owned through 16 subsidiaries (including 6 subsidiaries holding a potential interest in shares subject to securities lending agreements allowing return at any time without maturity, and 4 subsidiaries holding long positions settled in cash (cash-settled Contracts for Difference with no expiry date).

    As at the date of this Proxy Statement, no natural or legal person has declared to exercise control over the Company pursuant to Article 93 of the Consolidated Finance Act (1); and (ii) based on the information available to the public, no shareholders' agreements falling within the scope of Article 122 have been entered into.

  4. Description of activities carried out.

    Pursuant to Article 3 of the Issuer's Articles of Association:

    "3.1 The Company's purpose shall be:

    • the installation and operation, using any technique, method or system, of fixed and mobile equipment and installations, including radio stations, links for maritime wireless communications, and dedicated and/or integrated networks, for the purpose of providing, operating and marketing, without territorial restrictions, communications services, including those resulting from technological progress, and the performance of activities directly or indirectly related thereto, including the design, construction, operation, maintenance, integration and marketing of telecommunications, information technology and electronic products, services, networks and systems and, in general, ICT (Information Communication Technology) cybersecurity, cloud, IOT solutions for final users;

    • the performance of related or instrumental activities, including publishing, advertising, information technology, on-line and multimedia activities and, in general, all commercial, financial, property, research, training and consulting activities;

    • the performance of activities in sectors, including those not connected and instrumental, which are the subject of commercial initiatives, including those in conjunction with the activities referred to in the two preceding paragraphs, such as energy, gas, financial and insurance products, without prejudice to legal authorisations, as well as additional consumer goods and services, in any case aimed at optimising and enhancing the use of structures, company resources and skills;

    • the acquisition, provided it is not the Company's principal activity, of equity interests in other companies and undertakings falling within the scope of the corporate purpose or related, complementary or similar thereto;

    • the control and the strategic, technical and administrative and financial coordination of subsidiary companies and undertakings, and the financial planning and management thereof, with the implementation of all related transactions.".

(1) In this regard, it is specified that, in its so-called "declaration of intentions" of 26 May 2025 made pursuant to and for the purposes of Article 120, paragraph 4-bis, of the TUF, the shareholder Poste Italiane S.p.A. considered "[…] that, in the current circumstances, the acquired shareholding can be classified as a connection for the purposes of the declarant's financial statements, corresponding, therefore, to the exercise of significant influence".