Telecom Italia S.p.a. MIL:TIT

Telecom Italia S p A : Special Meeting Saving SH. Prospectus Solicitation of Voting Proxies TIM

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Source: MarketScreener

Courtesy translation

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

PROSPECTUS SOLICITATION OF VOTING PROXIES

concerning the request for representation for the exercise of voting rights at the Special Meeting of savings shareholders of TIM S.p.A., called for 28 January 2026, at 1:00 p.m. (single call), at the Company's registered office in Milan, Via Gaetano Blacks no. 1.

PROMOTER AND ISSUER



PERSON IN CHARGE OF SOLICITING AND COLLECTING PROXIES

Sodali & Co S.p.A.

For information, you can contact one of the following numbers:

800 126 341 (from the national landline) / +39 06 85870096 / +39 340 4029760 (WhatsApp)

That is, consult the https:// website 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 24 February 1998 ("TUF" or "Consolidated Law on Finance") as well as by Articles 135 et seq. of Consob Regulation No. 11971 of 14 May 1999 ("Issuers' Regulation").

This prospectus for the solicitation of voting proxies is dated 8 January 2026.

FOREWORD

The request for voting proxies covered by this prospectus (the "Prospectus") is addressed to all the savings shareholders (the "Savings Shareholders") of TIM S.p.A. ("TIM", the "Company", the "Issuer" or the "Promoter"), in view of the Special Meeting of the savings shareholders of TIM S.p.A. (the "Special Shareholders' Meeting")."), convened for 28 January 2026, at 13:00 (single call), at the Company's registered office in Milan, Via Gaetano Blacks n. 1, to resolve on the following agenda:

1. Conversion of savings shares into ordinary shares: (i) granting the holders of savings shares the right to convert them into ordinary shares, with payment of a cash adjustment by the Company; 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 payment of a cash adjustment by the Company. Amendment of Articles 5, 6, 14, 18, 19 and 20 of the Articles of Association. Related and consequent resolutions.

Without prejudice to the delegating party's right to give different voting indications, the Promoter intends to request voting proxies with reference to the only item on the agenda of the Special Meeting.

The solicitation will be carried out using Sodali & Co S.p.A. ("Sodali & Co" or the "Delegated Party") for the collection of proxies and the exercise of voting rights in the Special Shareholders' Meeting through sub-delegation to the Designated Representative (as defined below) in exercise of the proxies conferred following and within the scope of the solicitation.

The solicitation will be carried out according to information criteria such as to guarantee the Savings Shareholders to be able to express their vote in an informed manner, and in order to encourage active participation in the life of the company and in particular in the Special Meeting and in the resolutions that the same will be called upon to take.

Attached under "A" to this Prospectus is also published, in accordance with the applicable regulations, the specific form for the granting of voting proxies (the "Proxy Form").

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

Section I - Information relating to the Issuer and the Special Meeting

  1. Name and registered office of the Issuer.

    The company issuing the savings shares for which the conferral of voting proxies is requested is TIM S.p.A. with registered office in Milan Via Gaetano Blacks no. 1, General Management and Secondary Office in Rome Via di Val Cannuta no. 182, with fully paid-up share capital of € 11,677,002,855.10, Tax Code/VAT number and registration number in the Milan Monza-Brianza Lodi Companies Register 00488410010.

    TIM savings shares are admitted to trading on the Euronext Milan regulated market organised and managed by Borsa Italiana S.p.A., ISIN codes: IT 0003497176; IT0003497184.

    TIM, as a listed company, is subject to the regulatory requirements relating to issuers of securities listed on a regulated market.

  2. Day, time and place of the assembly meeting.

    The Special Meeting of the Savings Shareholders of the Company is convened for 28 January 2026, at 1:00 p.m. (single call), at the Company's registered office in Milan, Via Gaetano Blacks

    n. 1.

  3. Items on the agenda.

    The Special Assembly is convened with the following agenda:

    1. Conversion of savings shares into ordinary shares: (i) granting the holders of savings shares the right to convert them into ordinary shares, with payment of a cash adjustment by the Company; 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 payment of a cash adjustment by the Company. Amendment of Articles 5, 6, 14, 18, 19 and 20 of the Articles of Association. Related and consequent resolutions.

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

The Company, in relation to the Special Shareholders' Meeting, has prepared the following documentation:

  1. the notice of call of the Special Shareholders' Meeting;

  2. the explanatory report prepared pursuant to art. 125-ter TUF by the Board of Directors on the items on the agenda, including the full text of the resolution proposal;

  3. this Prospectus requesting voting proxies with reference to the only item on the agenda of the Special Shareholders' Meeting;

  4. the Proxy Form (i.e. the form for adherence to this request for voting proxies reported in Annex " A" to this Prospectus);

  5. the notice of solicitation of voting proxies promoted by TIM.

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

It should be noted that, as indicated in the notice of call of the Special Shareholders' Meeting, attendance and exercise of voting rights at the Special Shareholders' Meeting will take place, in accordance with the provisions of law and regulations in force at the time, exclusively through the representative designated by the Company pursuant to Article 135 of the TUF, identified as the Trevisan & Associati Law Firm of Milan (the "Designated Representative")."), or his substitutes in case of impediment.

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

  1. the form for the granting of the proxy to the Appointed Representative pursuant to Article 135-undecies of the TUF; and

  2. the form for the granting of proxies/sub-proxies to the Appointed Representative pursuant to Article 135-novies of the TUF.

In consideration of the above, Savings Shareholders who do not intend to adhere to this solicitation but nevertheless vote on the proposals submitted by the Board of Directors of the Issuer to the Special Meeting may do so in the following two alternative ways:

  • by granting a proxy with voting instructions free of charge to the Designated Representative pursuant to Article 135-undecies of the TUF, by filling in and signing the appropriate form, available on the website of the https://www.gruppotim.it/assemblea Issuer;

  • without prejudice to the need for them to be granted to the Appointed Representative, granting the latter proxies or sub-proxies pursuant to Article 135-novies of the TUF, also notwithstanding the provisions of Article 135-undecies, paragraph 4, of the TUF, with the right to use the appropriate ordinary and/or sub-proxy forms available on the Issuer's website https://www.gruppotim.it/assemblea.

Savings Shareholders who intend to adhere to this solicitation must not use the proxy forms listed above in letters a) and b) which will be made available on the Issuer's website (i.e., the forms for the granting of proxy and/or sub-proxy to the Appointed Representative pursuant to Article 135-undecies or 135-novies of the TUF), but only the Proxy Form attached under "A" to this Prospectus (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/.

Savings Shareholders, pursuant to Article 130 of the TUF, have the right to view all documents filed

at the Issuer's registered office and to obtain copies at their own expense.

Section II - Information relating to the Promoter

  1. Name and legal form of the Promoter.

    The entity that intends to promote the solicitation of voting proxies is the issuing company, TIM S.p.A.

    The Promoter avails itself, for the collection of voting proxies and for the expression of votes at the Special Shareholders' Meeting (as mentioned through sub-delegation to the Appointed Representative), of the assistance of Sodali & Co S.p.A., a company that offers consultancy and shareholder communications and proxy voting services to listed companies, specialized in the exercise of the activities of solicitation of voting proxies and representation in shareholders' meetings. Sodali & Co has its registered office in Rome, Via Giovanni Paisiello no. 6, share capital of Euro 200,000, and is registered in the Rome Companies' Register under no. 1071740/04, Tax Code and VAT no. 08082221006.

    Compliance with the request and the granting of the proxy to the Delegated Person gives the latter the legitimacy to represent the Savings Shareholder at the Special Shareholders' Meeting by exercising (through sub-proxy to the Appointed Representative) the right to vote in accordance with the instructions given by the Savings Shareholder himself.

    The proxy to vote pursuant to this solicitation may be granted to the Delegated Person both by Retail Savings Shareholders (natural and legal persons) and by institutional investors.

  2. Registered office of the Promoter.

    With regard to information concerning the registered office of the Promoter, which coincides with the Issuer, reference is made to Section I, Paragraph 1 above, of this Prospectus.

  3. Persons holding significant shareholdings and persons exercising, also jointly, control over the Promoter. Description of the content of any shareholders' agreements concerning the same company.

    As of the date of this Prospectus, on the basis of the results of the Shareholders' Register, the communications received pursuant to the law and the other public information available in any case, the persons who are the Issuer holding significant shareholdings in the share capital of TIM pursuant to Article 120 of the TUF are those shown in the following table.

    Registrant

    Type of possession

    Number of ordinary shares

    % of ordinary share

    capital

    Poste Italiane S.p.A.

    (*)

    Direct

    4.187.269.890

    27,32

    BlackRock (**)

    Indirect

    781.803.742

    5,10

    (*) By notice made pursuant to and for the purposes of Article 120 of the TUF, the shareholder Poste Italiane S.p.A. announced that on 15 December 2025 it had come to hold a shareholding representing 27.315% of the ordinary share capital of TIM, declaring that it availed itself of the exemption from the obligation to launch a public tender offer on TIM shares referred to in Article 49, paragraph 1, letter e) of the Issuers' Regulation, undertaking to sell to unrelated parties, within 12 months from the date of purchase, the shares exceeding the 25% threshold and not to exercise the related voting rights during that period.

    (**) Aggregate holding held through 16 subsidiaries, including 6 subsidiaries with contingent holdings of shares subject to securities lending agreements with the possibility of repayment at any time without maturity and 4 subsidiaries with long positions with cash settlement ("Contracts for difference" with no expiration date).

    As of the date of this Prospectus: (i) no natural or legal person has declared that they exercise

    control over the Company pursuant to and for the purposes of Article 93 of the TUF (1); and (ii) on the basis of the information available to the public, no relevant shareholders' agreements pursuant to Article 122 of the TUF appear to have been signed.

  4. Description of the activities carried out.

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

    "3.1 The Company's object:

    • the installation and operation with any technique, means and system, of fixed and mobile installations and equipment, radioelectric stations, connections for maritime mobile radiocommunications, dedicated and/or integrated networks, for the performance, management and marketing, without territorial limits, of communications services, as also resulting from the evolution of technologies, and for the performance of activities even indirectly connected to them, including those of design, implementation, management, maintenance, integration and marketing of products, services, telecommunications, IT and electronic networks, and systems in general, and in general of ICT (Information Communication Technology), cybersecurity, cloud, IOT solutions for the end user;

    • the performance of related or instrumental activities, including publishing, advertising, IT, telematics and multimedia activities and in general commercial, financial, real estate, research, training and consultancy 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 - as a non-prevalent activity - of shareholdings in companies or businesses that carry out activities falling within the corporate purpose or in any case connected, complementary or similar to it;

    • the control, strategic, technical, administrative-financial coordination as well as the setting up and management of the financial activities of the subsidiaries and enterprises, to this end carrying out any related operation.".

  5. Indication of the number and categories of securities of the Issuer held by the Promoter and by companies belonging to the group (controlling, controlled and/or under common control) to which the Promoter belongs, with the specification of the title of ownership and the relative percentage of the share capital of the same. Indication of the securities in relation to which the right to vote may be exercised.

    It should be noted that, as of the date of this Prospectus, TIM: (i) holds a total of 89,040,415 treasury ordinary shares, equal to 0.581% of the ordinary share capital and 0.42% of the share capital, for which voting rights are suspended pursuant to law; and (ii) does not hold any savings shares in his portfolio.

    Companies belonging to the TIM Group or in any case controlled by TIM do not hold ordinary or savings shares of the Issuer.

  6. In the event that the Promoter has established usufruct or pledge on the Issuer's securities or has entered into loan or carry-forward agreements on the same securities, indicate the quantity

‌(1) In this regard, it should be noted 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 shareholding acquired can be classified as a link for the purposes of the declarant's financial statements, corresponding, therefore, to the exercise of significant influence".