AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Telecom Italia Rsp

Remuneration Information Mar 14, 2022

4448_rns_2022-03-14_225d5601-26f4-46c1-b87d-a9c0a41cd592.pdf

Remuneration Information

Open in Viewer

Opens in native device viewer

Telecom Italia S.p.A. Registered Office in Milan at Via Gaetano Negri 1 General Administration and Secondary Office in Rome at Corso d'Italia 41 PEC (Certified electronic mail) box: [email protected] Share capital 11,677,002,855.10 euros fully paid-up Tax Code/VAT Registration Number and Milan Monza-Brianza Lodi Business Register Number 00488410010

pursuant to art. 123-ter CLF (Report approved by the Board of Directors at its meeting of 02 March 2022, available on the website: www.gruppotim.it).

CONTENTS

  • 1 LETTER FROM THE CHAIR OF THE NOMINATION AND REMUNERATION COMMITTEE
  • INTRODUCTION
  • EXECUTIVE SUMMARY
  • 6 ALIGNMENT OF REMUNERATION POLICY AND CORPORATE STRATEGY
  • 7 OUTCOME OF THE VOTES ON THE REMUNERATION REPORT
  • 8 SECTION I 2022 REMUNERATION POLICY
  • Parties involved and procedures used in the Remuneration Process
  • Shareholders' Meeting
  • Board of Directors
  • Nomination and Remuneration Committee
  • Board of Statutory Auditors
  • 2022 Policy derogation procedure

11 2022 REMUNERATION POLICY TOOLS AND GUIDELINES

  • Fixed Remuneration
  • Short term Variable Remuneration
  • Long term Variable Remuneration
  • Standardisation of variable incentive scheme objectives
  • Severance and Non-Competition Packages
  • Clawback
  • Benefits and welfare
  • Millennials
  • 18 REMUNERATION OF THE CHAIRMAN, THE CHIEF EXECUTIVE OFFICER, KEY MANAGERS WITH STRATEGIC RESPONSIBILITIES
  • Remuneration of the Non-Executive Chairman
  • Remuneration of the Chief Executive Officer
  • Remuneration of Key Managers with Strategic Responsibilities
  • Executive responsible for preparing the corporate accounting documents
  • SECTION II IMPLEMENTATION OF REMUNERATION POLICIES AND COMPENSATION PAID IN 2021
  • Remuneration of the members of the BoD
  • Remuneration of the Lead Independent Director
  • Remuneration of the Board of Statutory Auditors
  • Chairman
  • Chief Executive Officer
  • General Manager
  • Key Managers with Strategic Responsibilities
  • Application of the waiver procedure to the 2021 Remuneration Policy
  • Annual change in remuneration and performance

REMUNERATION PAID IN 2021

  • Table 1: Remuneration paid to members of the Management and Control Body and to Key Managers with Strategic Responsibilities
  • Table 3A: Incentive plans based on financial instruments, other than Stock Options, for Members of the Management Body and Key Managers with Strategic Responsibilities
  • Table 3B: Monetary incentive plans for members of Management Bodies/Monetary incentive plans for Managers with Strategic Responsibilities
  • 7-ter: Chart containing information on the shareholdings of members of the Management and Control Bodies and Key Managers with Strategic Responsibilities
  • Appendix Table of Remuneration Plans

LETTER FROM THE CHAIR OF THE NOMINATION AND REMUNERATION COMMITTEE

Paola Bonomo Chair of the Nomination and Remuneration Committee

Dear Shareholders,

as Chair of the Nomination and Remuneration Committee of TIM, I am pleased to present to you the Report on remuneration policy for the year 2022 and on the remuneration paid in 2021 with reference to Directors, Statutory Auditors and Executives with Strategic Responsibilities.

The year 2021 was marked by the renewal of the Company's Board of Directors. The Nomination and Remuneration Committee set up within the new Board favourably noted the high level of satisfaction expressed by shareholders in 2021, which was also the result of continuous dialogue with the stakeholder community. Confirming its past commitment, the new Committee has worked to provide TIM with remuneration tools and structures that are consistent with market benchmarks, suitable for making the Company competitive on the labour market and functional to the pursuit of corporate objectives, in line with investors' expectations for the future. Ordinary activities were supplemented by the extraordinary management of the exit of the former Chief Executive Officer, Luigi Gubitosi; the appointment of Pietro Labriola as General Manager with delegated powers (26 November 2021); and the succession process, which led on 21 January 2022 to the appointment of Pietro Labriola as the Company's new Chief Executive Officer.

The Remuneration Policy proposed for 2022 intends to combine several objectives: ensuring management's commitment in an objectively challenging situation with possible discontinuity; supporting both the achievement of performance objectives and the implementation of the medium-term guidelines contained in the Strategic Plan, including in cases that can contemplate a reconfiguration of the business scopes; maintaining the incentive mechanisms focused on the creation of shareholder value in the various possible scenarios.

The structure defined for the short-term incentive system aims to combine, with an articulated framework of objectives, the correct focus on Group performance with attention to the business areas covered by the main subsidiaries and line functions; the Company's commitment to sustainability issues is also confirmed.

With regard to the long-term incentive system, it is proposed to the Shareholders' Meeting, taking into account any scenario changes, to go beyond the 2020-22 Long-Term Incentive Plan and to replace the third cycle of this plan - which under ordinary conditions would simply have been implemented - with an instrument with a single 2022-24 cycle that allows management to participate in the creation of shareholder value.

In thanking my colleagues on the Committee, I submit this Report for your consideration, confirming my willingness to strengthen the dialogue on issues relating to the remuneration policy and its implementation, in order to ensure sustainable value creation for all stakeholders over time. Thank you in advance for your endorsement and support of the 2022 Remuneration Policy.

Paola Bonomo Chair of the Nomination and Remuneration Committee

Introduction

This Report, approved by the Board of Directors at the proposal of the Committee, sets out:

  • in the first section, the Policy adopted for 2022 by TIM Italia S.p.A. for the remuneration of Directors, Statutory Auditors and Key Managers with Strategic Responsibilities, and the procedures used for the adoption and implementation of this policy;
  • in the second section, the implementation of remuneration policies and remuneration paid in 2021.

The Policy described in the first section refers to an annual period and has been prepared in line with the remuneration recommendations of the Corporate Governance Code approved by the Corporate Governance Committee of Borsa Italiana.

The two sections are introduced by an Executive Summary which briefly outlines the pillars of the 2022 Remuneration Policy, the alignment of the Remuneration Policy with the corporate strategy and, finally, the trend of the shareholders' meeting voting results on Section I of the Remuneration Report.

This Report is made available to the public so that the Shareholders' Meeting, called to approve the financial statements for FY 2021, may express its opinion on the first and second section, in accordance with the provisions of current legislation.

Executive Summary

A summary of the 2022 Remuneration Policy is set out below.

TIM's Remuneration Policy supports the achievement of the objectives set out in the Strategic Plan by ensuring the necessary levels of company competitiveness on the labour market, promoting the alignment of management interests with the objective of creating value for shareholders in the long term.

The remuneration structure provides for the balancing of the monetary component of remuneration (fixed and variable remuneration) and the enhancement of the non-monetary component (benefits and welfare), with a view to pursuing sustainable results in the long term.

What we do

  • Salary Review rolling during the year in order to progressively align fixed remuneration with market practices as a means of attracting and retaining high-ability managerial resources, while ensuring economically sustainable company management
  • Variable incentive plans with predetermined and measurable financial and non-financial objectives, consistent with the Strategic Plan
  • Long-term incentive vesting periods of no less than 3 years
  • Clawback clauses in case of error, wilful misconduct or gross negligence

What we don't do

  • Salary levels above market benchmarks
  • Variable remuneration for non-executive directors
  • Benefits of excessive value

The TIM remuneration policy is essentially divided into the following components:

  • fixed Remuneration
  • Short term Variable Remuneration
  • Long term Variable Remuneration
  • Benefits and Welfare

the key elements of which are summarised below.

Remuneration Aims and features Description Economic Value
Element
Fixed
Remuneration
Appreciate the breadth
and strategic nature of
the role held, attract
and retain resources of
high managerial ability,
anchoring value to the
reference market.
For 2022, the intention is confirmed of
progressively
aligning
individual
positions(commensurate
with
the
responsibilities
assigned,
the
role
covered and the managerial ability)
with market references, determined on
the
basis
of
periodic
benchmarks,
carried
out
with
Peer
Groups
differentiated according to the role
covered:
• for the CEO, with a TLC Industry Peer
Group and a FTSE MIB Peer Group
• for the Chairman, the Board of
Directors, the Board Committees and
the Board of Statutory Auditors, with
a FTSE MIB Peer Group that, in
addition to that used for the CEO,
also
includes
some
financial
companies.
For
Executives
with
Strategic
Responsibilities, reference is made to
the Korn Ferry remuneration surveys.
Chairman: €600,000 gross per
year.
CEO
/
General
Manager:
€1,400,000 gross per year.
Key Managers with Strategic
Responsibilities
(KMSRs):
commensurate with the role
performed, with reference to
the market median.
Short Term
Variable
Remuneration
(MBO)
To
support
the
achievement of annual
company
results,
through the articulation
of
challenging
and
cross-cutting objectives
across
the
entire
organisation,
ensuring
sustainability
in
the
medium to long term.
The target value of the
bonuses
is
commensurate with the
fixed
component,
according to proportions
that vary according to
the role covered.
Performance
GATE:
TIM
GROUP
EBITDA,
with
a
minimum
level
differentiated
between
CEO,
Direct
Reports to the CEO and the rest of the
management concerned
CEO/Director General objectives
• TIM Group EBITDA
• TIM Group Service Revenues
• TIM Group Equity Free Cash Flow
• TIM Group Net Financial Position
• ESG
Objectives
(Customer
Satisfaction Index, Young Employee
engagement, Gender Pay Gap Middle
Managers)
KMSR Objectives:
• In addition to the economic and
financial objectives, there are specific
objectives for each department, with
different weighting according to the
role held, as well as the ESG
objective
(Customer
Satisfaction
Index, Young Employee engagement,
Gender Pay Gap Middle Managers)
Chairman: not specified.
CEO / General Manager: gross
value at target equal to 100%
of Fixed Remuneration.
KMSRs: gross value at target
equal
to
50%
of
Fixed
Remuneration
and
commensurate with the role
held.
Pay-out levels:
• Minimum: 50% of target
• Target: 100% of target
• Maximum: 150% of target
Compliance: reduction factor
up to a maximum of -10% of

the overall pay-out, linked to the failure to implement corrective actions/remediation plans defined with the Control Functions. This factor is not applied to the CEO.

Remuneration
Element
Aims and features Description Economic Value
Long term
variable
remuneration
The long-term variable
component
of
the
remuneration is aimed
at achieving alignment
between
the
management's
interests and those of
shareholders,
through
participation
in
the
business risk.
2022-2024 Stock Option Plan, with a
three-year
vesting
and
two-year
exercise period (2025-2026).
Strike price: average share price in the
quarter December 2021-February 2022
Performance Conditions:
• Cumulative
(reported)
EBITDA
CAPEX
economic
and
financial
indicator, weighted 70%
• ESG indicators, with a total weight of
30%:
-
%
women
in
positions
of
responsibility (15%)
-
% consumption of renewable
energies (15%)
Vesting Period: 01/1/2022-31/12/2024
Exercise period: from approval of the
2024 budget up to the following two
years
Chairman: not provided for
Chief Executive Officer: options
assigned at target 24,000,000
KMSRs: options allocated at
target up to a maximum of
6,250,000
Severance and
Non
Competition
It regulates the
indemnity to be paid in
the event of early
termination of the
directorship or
termination of
employment, in the
absence of just cause
for dismissal.
The severance clause may be
accompanied by a non-competition
clause, depending on the importance
and strategic nature of the role held, for
a maximum period of one year
calculated on the fixed remuneration.
Contractual mechanism allowing for the recovery of variable
Chairman: not provided for
Executive Directors: not
exceeding 24 months'
remuneration.
KMSRs: treatments envisaged
by the law and the national
collective employment
agreement.
Clawback 3 years of disbursements. remuneration in the event of wilful or grossly negligent conduct or in
the event of an error in the formulation of the figure which has led to
a restatement of the financial statements. It can be activated within
It applies to all managers
beneficiaries of variable
incentives.
Benefits and
Welfare
Services offered to all
(welfare) or in relation
to the role covered
(benefits) that increase
the well-being of the
individual and his or her
family in economic and
social terms.
Benefits are defined along the lines of
last year's policy, while welfare services
have been expanded to assist
employees in facing up to the COVID-19
pandemic.
Chairman: not provided for
Chief Executive Officer/General
Manager and KMSRs:
beneficiaries, in the same way
as the rest of management

Directors (with the exception of the CEO) and Statutory Auditors receive only fixed remuneration for their office, in addition to the reimbursement of expenses incurred in the performance of their duties. The Company is also covered by an occupational risk policy extended to all its Directors & Officers (including Statutory Auditors).

Alignment of remuneration policy and corporate strategy

The Strategic Plan is based on the awareness that the Group consists of a set of highly valuable assets operating in an improving economic context but in a highly competitive market with a framework of regulatory constraints that are more stringent in Europe.

In this scenario, TIM wants to speed up the development of infrastructure assets (fibre in fixed and 5G in mobile) and the growth of new businesses, taking advantage of the funds made available by the NRRP and elsewhere.

Strict control of investments will be adopted, consistent with the Value Positioning based on a portfolio of offerings segmented on the various customer targets combined with the most attractive "beyond connectivity" opportunities, capable of sustaining the TIM brand's "premium positioning".

Finally, strong growth in operating efficiency will be pursued, with reduced relative costs and a consequent focus on margins, but always within a framework of sustainability.

The new plan aims to create a new TIM with solid industrial and technological foundations, capable of speeding up the path towards sustainable cash flow generation, also by overcoming the current vertical integration model.

In this context, the remuneration policy supports the achievement of the guidelines defined in the Company's Strategic Plan, promoting, through the balancing and selection of performance parameters of the short- and long-term incentive systems, the alignment of management's interests with the objective of ensuring sustainable business success from a medium/long-term perspective.

The Committee assures that the objectives assigned to the CEO and management correctly record the medium/long-term priorities defined by the Board of Directors and contained in the Strategic Plan. In relation to the annual time-frame, the Committee has envisaged maintaining an articulated, balanced framework of complementary objectives, aiming on the one hand to guarantee business profitability and the implementation of the country's digitisation and, on the other, to optimise the strategic nature of customers and employees.

The Company's growing commitment to sustainability issues has been consistently applied in the remuneration policy of the last few years: the presence of targets linked to the impact of the company's activities on the environment, customer satisfaction and employee engagement in the incentive systems has been confirmed for 2022. The objective of reducing the gender pay gap is confirmed.

Remuneration Policy and COVID pandemic emergency

The guidelines to the remuneration policy also take into account employee working conditions, with particular regard the emergency characterising the current social-economic context.

Following the COVID 19 pandemic, TIM immediately took all the necessary steps to fully implement the emergency measures issued in several stages by the Government and the Regions to contain the contagion, and also undertook to strengthen internal safety measures in the workplace, supporting them with ongoing information and awareness campaigns aimed at all staff. In addition to the set of welfare initiatives previously envisaged, TIM has introduced health coverage in the event of hospitalisation for COVID, a voluntary flu vaccination campaign, various serological and swab test campaigns, and a psychological support desk. In addition, in accordance with legal requirements, governmental guidelines and health authorities, a specific document dedicated to COVID-19 was formalised pursuant to Legislative Decree 81/2008, containing all the

measures aimed at protecting employees in terms of preventing contagion. More specifically, with regard to the specific nature of the work of employees whose professional role was to carry out "on field" activities, prevention and protection protocols were defined and provision were made for the use of appropriate Individual Protection Devices.

In addition, TIM experimented with a new work organisation model, defined by agreements signed in August 2020, which combines digitisation of processes, rethinking of spaces and agile organisation of activities, strengthening the ability to work by objectives.

Outcome of the votes on the Remuneration Report

Below are the results of the votes on the Remuneration Report - Section I, in 2017 - 2021, calculated on the actions for which a vote was cast.

*Binding vote on section I of the Report

Shares for which a vote was cast
-- ---------------------------------- -- -- -- -- -- -- --
2017 2018 2019 2020 2021
58,37% 65,16% 67,01% 65,09% 58,84%

In the 2020-2021 period, an important positive result was achieved, also as a result of the dialogue undertaken with the world of investors and the main proxy advisors, aimed at understanding the reasons for the feedback received over time and at designing the remuneration policy in line with investors' expectations for the future.

Given the positive feedback received at the shareholders' meeting on the 2021 policy, the relationship with investors and key proxy advisors will be continue to be further developed.

SECTION I - 2022 REMUNERATION POLICY

PARTIES INVOLVED AND PROCEDURES USED IN THE REMUNERATION PROCESS

Introduction

The Policy on the remuneration of the members of the Board of Directors, the members of the control body (Board of Statutory Auditors) as well as the General Manager and other Executives with Strategic Responsibilities, is defined in accordance with the provisions of the law and the Articles of Association.

The Remuneration Policy is approved by the Board, at the proposal of the Nomination and Remuneration Committee, and is submitted to the Shareholders' Meeting, which, as of 2020, is required to express its opinion on the matter with a binding vote, at the intervals required by its duration and in any case at least every three years, or in the event of changes.

To this end, the Remuneration Policy is illustrated in the first section of the "Report on Remuneration Policy and Remuneration Paid", which must be made available to the public for the 21 days preceding the date of the annual shareholders' meeting (Article 123-ter, paragraph 1, of Legislative Decree no. 58/98, Consolidated Law on Finance).

TIM values dialogue with its shareholders and institutional investors on remuneration issues, aware of the importance of involving shareholders both in defining and verifying the implementation of the Policy for the Remuneration of Directors and Executives with Strategic Responsibilities.

The analysis of shareholders' voting as described in the previous paragraph is of particular importance.

The dialogue with its shareholders and institutional investors takes place through various tools and communication channels, including meetings, conference calls and the final shareholders' meeting event supported by the provision of detailed and complete disclosures.

Subjects involved

The remuneration policy involves the following bodies.

SHAREHOLDERS' MEETING

  • It determines the remuneration of the Board of Directors as a whole, with the exception of Directors holding special offices, Statutory Auditors and the Chairman of the Board of Statutory Auditors
  • It makes a binding vote on the first section and a non-binding vote on the second section of the Remuneration Report
  • Resolves on the remuneration plans based on the allocation of financial instruments.

BOARD OF DIRECTORS

  • Defines and updates the remuneration policy over time, also approving derogations from the same when exceptional circumstances arise
  • Resolves on how the remuneration determined by the Shareholders' Meeting for the Board of Directors is to be divided (when a total amount is established for the board as a whole)
  • Determines the remuneration of Directors holding specific offices
  • Defines the performance targets and objectives of the Executive Directors and assesses whether or not they have been achieved, for the purposes of the short- and long-term incentive systems
  • It defines the remuneration of the heads of control functions (Audit and Compliance)
  • Makes proposals to the Shareholders' Meeting on the remuneration plans based on the allocation of financial instruments
  • It prepares the Report on Remuneration Policy and remuneration paid.

In order to ensure that the decisions taken regarding remuneration are appropriately investigated, the Board of Directors avails itself of the support of the Nomination and Remuneration Committee.

NOMINATION AND REMUNERATION COMMITTEE

  • Proposes to the Board of Directors the criteria for allocating the total remuneration established by the Shareholders' Meeting for the Board of Directors as a whole and the remuneration of Directors holding specific offices.
  • With the support of the Human Resources, Organization & Real Estate Department, reviews the remuneration policy for managers, particularly regarding the policy for Key Managers with Strategic Responsibilities
  • Examines proposals made to the Board of Directors for remuneration plans based on financial instruments;
  • Assesses the appropriateness, practical application and consistency of the remuneration policy, also with reference to actual corporate performance, making suggestions and proposals for any corrective measures
  • Establishes the architecture of the objectives and of the performance targets linked to the variable incentive system and ascertains the level of achievement of the variable short and long-term incentive targets by the Executive Directors, applying the measurement criteria determined when these targets were assigned
  • Issues proposals concerning temporary derogations from the remuneration policy when exceptional circumstances arise.
  • It follows the evolution of the reference regulatory framework and market best practices in the field of remuneration, collecting insights for the design and improvement of the remuneration policy.

For the composition, specific activities and operating procedures of the Committee, please refer to the provisions of its Rules of Procedure, available at www.gruppotim.it the Group section,Governance Tools-Regulations channel.

Below is the cycle of activities that have characterised the Committee's work for the period 2021-2022:

BOARD OF STATUTORY AUDITORS

The Board of Statutory Auditors expresses the opinions required by current legislation on the proposed remuneration of Executive Directors holding specific offices. In accordance with the Company's Corporate Governance Principles, it also expresses its opinion on the remuneration of the Heads of Control Departments, which is determined by the Board of Directors based on the opinion of the Control and Risk Committee.

2022 POLICY DEROGATION PROCEDURE

Introduction

In accordance with the provisions of Article 123-ter, subsection 3-bis of the CLF, in the presence of exceptional circumstances that may compromise the long-term interests of Company sustainability as a whole or to ensure its ability to stay on the market, TIM reserves the right to temporarily derogate from the Remuneration Policy last approved by shareholders as described below.

Scope of application

The elements of the Remuneration Policy subject to possible waiver are the short and long-term variable components.

Mechanisms

It is possible to provide for:

  • the review of the Gate for short-term variable incentive systems (MBO) and long-term variable incentive systems (LTI). This variation may concern the performance objectives which are the gate to the system, exclusively in the presence of factors that are exogenous to the Company that were unforeseeable at the launch of the respective incentive systems. In the case of review, the final bonus must always be at the minimum level of the gate target and the minimum level of each of the other objectives, if achieved. The sterilisations of performance indicators, as per the criteria for measuring the different indicators established ex ante by the Board of Directors, do not pertain to this case.
  • the provision of an additional extraordinary incentive system for key roles and people. This provision is linked to external market conditions not envisaged when the Company's Remuneration Policy was approved, in order to ensure attraction, retention and recognition.

Process

The Nomination and Remuneration Committee, in cases where it deems it necessary to start the derogation procedure, shall launch an investigations in order to provide the Board of Directors with in-depth indications on the reasons for starting this process and on the consequent impacts.

Any deviations will be approved by the Board of Directors, on the proposal of the Committee, by means of a reasoned resolution and in accordance with TIM's Procedure on Related Party Transactions. In particular, the investigation must demonstrate that the waiver procedure is based on the principles of fairness and the Company's interest.

2022 REMUNERATION POLICY TOOLS AND GUIDELINES

The TIM Group's remuneration policy is designed to support the achievement of the objectives set out in the Company's Strategic Plan, while ensuring the company's competitiveness on the labour market and its ability to attract, retain and motivate personnel.

The 2022 remuneration policy aims to:

  • adopt an appropriate balance between the performance parameters of the short-term and long-term incentive schemes to achieve the Company's strategic objectives
  • making the company attractive in the labour market, with particular reference to young people
  • supporting people's engagement
  • protecting the principles of internal equality, including gender equality
  • safeguarding coherence at Group level, while taking into account the diversity of the reference markets.

Definition of the policy is supported by the analysis of market practices in terms of both remuneration levels and the composition of remuneration packages, taking as reference both companies in the Telco sector at an international level (peer Group Industry TLC) and Italian companies comparable in terms of size and/or stock market capitalisation (peer Group FTSE MIB). In June 2021, the Nomination and Remuneration Committee defined the following panels of companies for the role of CEO and Chairman for the purposes of market benchmarking:

CEO PEER GROUP INDUSTRY TLC
BT Group Swisscom
Deutsche Telekom Telefonica
Iliad Telenor
Koninklijke KPN Telia Company
Orange Vodafone Group
CEO PEER GROUP FTSE MIB
Atlantia Nexi
CNH Industrial Prysmian
Enel Snam
Eni STMicroelectronics
Leonardo Terna

following the delisting on 14 October 2021, Iliad will no longer be considered a peer for future years

CHAIRMAN PEER GROUP FTSE MIB *
Atlantia Nexi
Banco BPM Poste Italiane
CNH Industrial
Enel
Eni
Prysmian
Snam
STMicroelectronics
Generali
Intesa San Paolo
Leonardo
Terna
Unipol
Unicredit

*for the Board of Directors, the Committees and the Board of Statutory Auditors, the same panel is used for the role of Chairman

With regard to the role of CEO, the FTSE MIB peer group consists of companies comparable with TIM in terms of size, managerial complexity and strategic management.

The Industry TLC peer group, on the other hand, includes European telco companies, comparable to TIM in terms of business type, level of internationalisation, size, managerial complexity and strategic management.

While the CEO's FTSE MIB peer group represents a benchmark for the value and structure of the remuneration package offered, the Industry TLC peer group qualitatively supplements the comparisons with regard to both the structure and characteristics of the short- and long-term remuneration systems and the evaluation of pay for performance.

With regard to the role of Chairman, the comparability of the governance systems adopted by the different companies was the main criterion used to define the peer group; the focus, therefore, was on the Italian market. The analysis carried out has also led to considering financial companies - whose Chairman's remuneration is not subject to sectoral constraints - which are comparable to TIM in terms of governance complexity.

For Executives with Strategic Responsibilities, reference is made to the Korn Ferry remuneration surveys.

The components of individual remuneration are:

  • Fixed Remuneration (the only form of remuneration provided for Directors without specific powers, the Chairman and the Statutory Auditors)
  • Short term Variable Remuneration
  • Long term Variable Remuneration
  • Benefits and Welfare.

The integration of the various components allows the company to appropriately balance the monetary and nonmonetary tools, with the aim of increasing the satisfaction of recipients at a sustainable cost.

The individual remuneration components are analysed below.

FIXED REMUNERATION

With respect to management, the breadth and strategic nature of the role is measured through internationally recognized and certified position evaluation systems. TIM verifies its remuneration positioning annually through market benchmarks that analyze the national and international context.

The need to ensure economically sustainable business management determines the selectivity of salary increases, which – in continuity with the previous year – will concern cases of high quality of the resource and misalignment with the reference market. The focus on gradually closing the gender pay gap is emphasised.

For 2022, the orientation to progressively align fixed remuneration with market practices, through differentiated modalities, is confirmed. In particular, for resources with high seniority, strong market exposure and relevance of the position held – which includes Key Managers with Strategic Responsibilities – the median of the reference market will be taken as a reference, with the possibility of reaching even higher values.

SHORT TERM VARIABLE REMUNERATION

The 2022 short-term variable incentive system confirms the 2021 approach, with fine-tuning for the Chief Executive Officers of the main subsidiaries and managers reporting to the Group Chief Executive Officer.

ARCHITECTURE

The set of objectives for the Chief Executive Officer is substantially in line with 2021. For managers other than the Chief Executive Officer, the architecture was broken down further by macro-area of activity (Commercial, Operations and Staff), by organisational layer (levels and other managers) and by Group Company, providing in particular for the latter greater empowerment with respect to the objectives of the subsidiary for which they are responsible.

The set of objectives breakdowns as follow:

  • business objectives of an economic and financial nature, including a gateway objective for the entire incentive system;
  • Function objectives
  • Environmental, Social & Governance objective, consisting of sub-objectives.

OBJECTIVES

The set of macro-economic targets for 2022 is simplified - with an exception for the Chief Executive Officer, who is focused on continuity - with a focus on EBITDA and Equity Free Cash Flow. The contribution of each Function/Subsidiary to the pursuit of functional/corporate objectives is also enhanced by increasing the % weight of specific objectives.

Finally, for 2022, the ESG objective is confirmed with a total weight of 22%, highlighting the centrality of the two essential stakeholders for the Company, external customers (with Customer Satisfaction objectives) and employees (with Employee Engagement and Gender Pay Gap objectives). In summary, the ESG objective consists of:

  • Customer Satisfaction Index (10%)
  • Employee Engagement young segment (6%)
  • Gender Pay Gap Middle Managers segment (6%).

GATE

The gate objective is confirmed, consisting of the EBITDA corporate indicator for the TIM Group, the achievement of which at the minimum level is an access condition to the bonus, which means that the bonus will not be paid if this condition is not met. The target weighting and minimum level are differentiated by population cluster.

PAYOUT SCALE

The pay-out scale used to determine the accrual of the target-related bonus is uniform for all recipients:

Each target is measured individually, so different combinations of target achievement levels are possible. To evaluate these, the mechanism of linear interpolation between minimum, target and maximum target levels will be used.

CLAWBACK

The clawback clause, as of 2022, will also apply to all executives who are beneficiaries of the short-term management incentive (MBO) scheme.

COMPLIANCE REDUCTION FACTOR

For 2022, the pay-out reduction factor, which is linked to the failure to implement corrective actions/remediation plans defined with the Control Functions, is increased and may have an impact of up to -10% of the total incentive pay-out. Introduced on an experimental basis in 2019 with the aim of strengthening Management's culture and sensitivity to the Company's internal control and risk management issues, it applies to Executives with Strategic Responsibilities, with the exception of the Chief Executive Officer, and to all other managers who benefit from the incentive system.

OPTION TO PAY THE PREMIUM TO FONTEDIR

Also in 2022, the possibility is envisaged for executives to opt between paying the accrued bonus on a payroll and paying the amount – all or part of it – to the Fontedir supplementary pension fund, thereby benefiting from more favourable tax and contribution treatment, at no additional cost to the Company.

LONG TERM VARIABLE REMUNERATION

The new Board of Directors' evaluation of the long-term component of the company's incentive scheme presented some elements of complexity. In the last phase of FY 2021 and the first months of FY 2022 there was a managerial transition, with the aforementioned appointment of Mr Labriola as the new Chief Executive Officer on 21 January, and the renewal of part of the first line of management that Mr Labriola himself had already initiated since his arrival as General Manager. In parallel with the process of developing the new Strategic Plan, the Board, with the preliminary work of the Nominations and Remuneration Committee, reflected on the need to find tools to ensure management's commitment in a particularly challenging situation and one of possible significant discontinuity.

The Board and the Nomination and Remuneration Committee therefore had to reason, without preclusion, on a remuneration policy that would provide strong incentives for the management involved in the project, but at the same time that would be neutral with respect to the specific methods of value creation. These characteristics were made necessary by the lack - at the present time - of elements capable of determining with a reasonable degree of certainty which valuation methods can maximise the value of the Company and of the Group to the benefit of all shareholders.

In this context, implementing on a "business as usual" basis the third cycle of the LTI 2020-22 plan approved by the 2020 Shareholders' Meeting, based on the assumptions known at the time about the market, the regulatory frameworks and the continuity of the corporate scopes, would not take advantage of the additional opportunities to motivate the existing top management and would not facilitate the attraction of high-level managerial figures through external recruitment.

It is therefore proposed to the Shareholders' Meeting, taking note of the changes in the scenario, to go beyond the 2020-22 Long Term Incentive Plan and to replace the third cycle of this plan with an instrument with a single 2022- 24 cycle that allows management to participate in the creation of shareholder value in a strongly incentive-based manner.

The main characteristics of the Plan are set out below:

BENEFICIARIES OF THE PLAN

The Plan is addressed to the Chief Executive Officer, Top Management and a selected number of executives with key roles in achieving the objectives of the Strategic Plan. The beneficiaries - a total around 140 executives, substantially in line with the 2020-2022 Long Term Incentive Plan - are distributed, in addition to the Chief Executive Officer, in three pay opportunity brackets in relation to the contribution and impact of the role they hold on the company's strategic objectives; for each bracket, the number of option rights attributed at target is determined.

ARCHITECTURE OF THE PLAN

  • Type: Stock Options Plan
  • Vesting period: three years, from 1 January 2022 to 31 December 2024
  • Strike price: average share price calculated in the quarter December 2021-February 2022 (weighted average of ordinary and savings shares): € 0.4240

• Performance Conditions:

  • Economic and financial indicator consisting of (EBITDA CapEX) accumulated over the three-year period (reported values) (weight 70%)
  • ESG indicator (weight 30%), divided into two sub-objectives:
  • o % presence of women in positions of responsibility at the end of 2024 (weight 15%)
  • o % renewable energy out of energy consumed in 2024 (weight 15%).

EBITDA - CapEX objective: the target objective is calculated as the difference between cumulative values, for the period 2022-2024 of the REPORTED EBITDA of the TIM Group and the CapEx of the TIM Group, as defined below:

REPORTED EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation), namely Operating profit (loss) before depreciation and amortization, Capital gains/(losses) and Impairment reversals/(losses) on non-current assets.

It can also be calculated as the Total operating revenues and income net of Costs for the purchases of materials and services, Employee benefits expenses and Other operating costs, Change in inventories and Assets created internally.

This indicator is used by TIM as financial target in internal presentations (business plan) and in external presentations (to analysts and investors). It represents a useful unit of measurement for the evaluation of the operating performance of the Group.

The target REPORTED value will be sterilised according to the same criteria defined for the annual variable incentives (MBO).

CapEX (Capital Expenditures) represent the Group's investments in (tangible and intangible) operative fixed assets. Financial investments are therefore excluded. 14

The target reported value will be sterilised according to the same criteria defined for the annual variable incentives (MBO) in addition to any differences with respect to the value of the licences already included in the Budget and 22- 24 Plan.

% of women in positions of responsibility at the end of 2024, where positions of responsibility means formalised positions in the company organisation

renewables as % energy consumption in 2024, defined as MWh from self-produced and purchased renewable sources divided by total MWh consumed.

The following table summarises the Plan's targets:

Objectives Weight Min vs Tgt Target Max vs Tgt
(EBITDA – CAPEX) 2022-2024
cumulated reported
70% 80% Target 120%
ESG KPIs:
• % women in leadership position
at the end of 2024 (15%)
• Renewables as % energy
consumption in 2024 (15%)
30% -2pp
-5pp
Target
Target
+1pp
+3pp

years)
Exercise Period: two years (from the date of approval of the 2024 Financial Statements for the following two
PAY-OUT CURVE The achievement level of the indicators determines the vesting of option rights within a range of -10% to +10% of
the target number allocated per bracket.
PAY OPPORTUNITY
CEO:
Bracket I:
Bracket II:
Bracket III:
24,000,000 options at target
6,250,000 options at target
3,125,000 options at target
520,000 options at target
- - 26,400,000 options at maximum
- 6,875,000 options at maximum
- 3,437,500 options at maximum
572,000 options at maximum.
In total, the number of options to be allocated at target is 234,330,000 and the number at maximum is 257,763,000.
CAP Commensurate with the maximum economic benefit, calculated by applying to the number of option rights
assigned at target a normal value of the share at the time the performance conditions are ascertained (2024
Financial Statements) assumed to be 1.5 euros. The cap is applied when the option rights are vested and affects the
number of option rights that can be allocated.
INCLUSION WINDOWS
unexpired vesting period.
New beneficiaries of the Plan may be included in six four-monthly assignment windows, without prejudice to the
reference strike price (0.4240 euros), with a reduction in the number of options at target in proportion to the
CAPITAL DILUTION
The number of option rights attributable at target totals 234,330,000, for a capital dilution of 1.09% (ordinary and
savings shares). Assuming that the performance parameters are achieved at maximum level, the number of rights
increases to 257,763,000, with a capital dilution of 1.19%, in line with market practice.
CLAWBACK
the option rights.
The 2022-2024 Stock Option Plan includes a clawback clause for all beneficiaries to be applied until the exercise of
SPECIAL CONDITIONS
become immediately exercisable.
The possibility of an accelerated vesting of the Plan is envisaged, in the event of a public offer and/or voluntary
tender offer endorsed by at least 50% + 1 of the share capital: regardless of whether or not this results in the
delisting of TIM S.p.A., the option rights would accrue for all beneficiaries at target level and would therefore

• Exercise Period: two years (from the date of approval of the 2024 Financial Statements for the following two years)

PAY-OUT CURVE

The achievement level of the indicators determines the vesting of option rights within a range of -10% to +10% of the target number allocated per bracket.

PAY OPPORTUNITY

CEO: 24,000,000 options at target - 26,400,000 options at maximum
Bracket I: 6,250,000 options at target - 6,875,000 options at maximum
Bracket II: 3,125,000 options at target - 3,437,500 options at maximum
Bracket III: 520,000 options at target -
572,000 options at maximum.

In total, the number of options to be allocated at target is 234,330,000 and the number at maximum is 257,763,000.

CAP

Commensurate with the maximum economic benefit, calculated by applying to the number of option rights assigned at target a normal value of the share at the time the performance conditions are ascertained (2024 Financial Statements) assumed to be 1.5 euros. The cap is applied when the option rights are vested and affects the number of option rights that can be allocated.

INCLUSION WINDOWS

New beneficiaries of the Plan may be included in six four-monthly assignment windows, without prejudice to the reference strike price (0.4240 euros), with a reduction in the number of options at target in proportion to the unexpired vesting period.

CAPITAL DILUTION

The number of option rights attributable at target totals 234,330,000, for a capital dilution of 1.09% (ordinary and savings shares). Assuming that the performance parameters are achieved at maximum level, the number of rights increases to 257,763,000, with a capital dilution of 1.19%, in line with market practice.

CLAWBACK

The 2022-2024 Stock Option Plan includes a clawback clause for all beneficiaries to be applied until the exercise of the option rights.

SPECIAL CONDITIONS

The possibility of an accelerated vesting of the Plan is envisaged, in the event of a public offer and/or voluntary tender offer endorsed by at least 50% + 1 of the share capital: regardless of whether or not this results in the delisting of TIM S.p.A., the option rights would accrue for all beneficiaries at target level and would therefore In addition, in the event of extraordinary transactions on the Company's capital or other events - such as demergers or spin-offs - involving the creation of different corporate perimeters, the Company undertakes to ensure that the constituent documents of the new entities continuously transpose the Plan with respect to the beneficiaries.

In the event of premature death or the end of a continuous relationship due to (i) retirement, (ii) total and permanent invalidity, (iii) termination by mutual consent (excluding, however, cases of voluntary resignation), the option rights, in a number reduced in proportion to the portion of the incentive cycle that has already elapsed, shall remain subject to accrual (therefore without any acceleration in vesting period), as long as the interruptive event occurs after 1 January 2023.

For more details, see the information document on the initiative, which may be consulted on the link 2022-2024 Stock Option Plan Information Document.

STANDARDISATION OF THE OBJECTIVES OF VARIABLE INCENTIVE SCHEMES

In 2021, with the involvement of the Chief Financial Office, the Committee defined the qualifying criteria for the identification of non-recurring events to be taken into account in the standardisation of the targets set under the short- and long-term incentive schemes.

In the final accounting phase, the value objectives will be restated pro-forma due to the impacts linked to changes in the consolidation area, changes to accounting standards and rates of exchange in order to pursue the managerial significance of the comparison between the target and the final balance. In addition, the Non-Recurring items identified in the Group's Financial Statements will be assessed by the NRC according to the following qualifying criteria:

  • uniqueness of the event
  • economic importance of the event
  • unpredictability of the event when setting the target
  • no responsibility on the part of management for the event that occurred.

SEVERANCE AND NON-COMPETITION PACKAGES

In the light of best practices regarding "Termination Provisions" for the office as Director of Executive Directors, it is company policy that the severance indemnity, in the event of early termination without just cause, is equal to the compensation that would have been paid at the end of the contract, with a maximum of 24 months of remuneration.

For the whole of the company management team, including Key Managers with Strategic Responsibilities, severance payment packages established by law and the National Collective Employment Agreement are provided for, with a maximum of 24 additional monthly payments.

It will also be the responsibility of the Chief Executive Officer to identify the resources that - due to the relevance and strategic nature of the role covered - may be subject to a non-competition agreement, for a maximum period of one year calculated on the fixed remuneration.

CLAWBACK

Since 2016, a contractual clawback mechanism has been in place which allows the recovery of variable remuneration. The clawback clause may be activated in the three years after the disbursement of payments in cases where said disbursement occurs following wilful misconduct or gross negligence on the part of the Executives concerned or in the case of an error in the formulation of the data, which resulted in the restatement of the Financial Statements.

The clawback clause applies to all recipients of the 2020-2022 LTI Plan; from 2022 onwards, it will also apply to all managers who are beneficiaries of the short-term management incentive (MBO) scheme and, if approved by the Shareholders' Meeting, to all beneficiaries of the 2022-2024 LTI Plan described above.

BENEFITS AND WELFARE

The benefits and welfare area is the non-monetary element of remuneration. In particular:

• the benefits are non-monetary assets and services made available to beneficiaries, depending on the role they hold, and aim to improve their well-being (check-ups, loans, mixed-use cars, mobile phones).

• welfare is the set of non-monetary goods and services made available to the entire company population regardless of the position held, aimed at increasing the individual and family well-being of employees (personal services, coverage of health expenses, supplementary pensions, insurance policies). These services have been further extended in correlation with the COVID-19 pandemic (stipulation of health insurance policy in the event of hospitalisation for COVID-19, a personal psychological support unit, campaigns for blood tests and swabs and a voluntary flu vaccination campaign).

********

MILLENNIALS

Under the 2022 Remuneration Policy, particular attention will be paid to Millennials who perform tasks defined as critical (e.g. pre- and post-sale designer, platform/software technology developer, etc.).

These resources, in fact, represent a competitive advantage for TIM, which requires adequate attraction and retention tools to make TIM an attractive company, in order to ensure both the recruitment of the best professionals at a fair market cost and the reduction of the exit risk.

To this end, an attraction and retention programme has been designed which - in order to be as effective as possible - will engage the different elements of the employee experience in an integrated and synergic way.

With specific reference to the remuneration/incentive amount, a rolling cash incentive system has been designed, with a three-year vesting period.

REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND KEY MANAGERS WITH STRATEGIC RESPONSIBILITIES

REMUNERATION OF THE NON-EXECUTIVE CHAIRMAN

The remuneration package for the Chairman consists of only the fixed component; below is a description of the remuneration package assigned to the Chairman, as determined by the Board of Directors on 28 April 2021, on the proposal and with the approval of the Nomination and Remuneration Committee.

• Fixed component

The fixed remuneration for the functions of Chairman is set at the gross sum of 600,000 euros per annum. The Chairman does not receive any remuneration for the office of Director or his membership of the Sustainability Committee (pursuant to Art. 2389, subsection 1 of the Italian Civil Code).

• Variable component

The Chairman is not entitled to any form of variable remuneration, either short or long term.

• Severance

There is no severance payment planned.

• Benefits

The Chairman is not a recipient of benefits but receives reimbursement of expenses incurred in the performance of his duties, in accordance with the Bylaws.

The pay mix for 2022 is shown below:

CHIEF EXECUTIVE OFFICER'S REMUNERATION

A description of the remuneration package of the Chief Executive Officer and General Manager in office on the date of approval of this report, whose structure was established by the Board of Directors on 21 January 2022 (on the proposal and approval of the Nomination and Remuneration Committee) with reference to the position of General Manager and office of Chief Executive Officer, is provided below.

• Fixed component

The fixed remuneration for the Chief Executive Officer is set at a gross annual amount of 1,400,000 euros, divided between the remuneration for the executive position (1,300,000 euros) and the remuneration for the office of Chief Executive Officer (100,000 euros).

The Chief Executive Officer does not receive remuneration for the office of Board Director, nor as a member of Committees, if any (art. 2389 subsection 1 of the Italian Civil Code).

• Short term variable component

For each financial year, the Chief Executive Officer is assigned a short-term variable component (MBO), linked to the achievement of objectives set annually by the Board of Directors, corresponding to a target of 100% of his fixed remuneration (1,400,000 euros); each objective is measured individually, with a parametric scale as described in the paragraph "Short-term Incentive System".

On 2 March 2022, the Board of Directors drew up – at the proposal of the Nomination and Remuneration Committee, and in line with the general architecture – the following incentive objectives for the 2020 MBO:

Objectives Weight Min vs Tgt Target Max vs Tgt
Tim Group Ebitda (Gate) 30% 95% budget 105%
Tim Group Equity Free Cash Flow 23% -12% Budget +12%
Tim Group Net Financial Position 15% +2,5% Budget -2,5%
Tim Group Services Revenues 10% -2% Budget +2%
ESG KPI's:
• Customer Satisfaction Index (10%)
• Young Employee Engagement (6%)
• Gender Pay Gap Middle Managers
Domestic Core (6%)
22% -1%
-1pp
-0,5pp
Target
Target
Target
+1,9%
+1 pp
+0,5pp

• Long term variable component

The Chief Executive Officer is a beneficiary of the 2022-2024 Stock Option Plan previously described. The pay opportunity at target provides for the assignment of 24,000,000 option rights, which may increase to 26,400,000 depending on the level of achievement of the performance parameters. For more details, see the information document on the initiative, which can be consulted on the link 2022-2024 Stock Option Plan Information Document.

• Severance

As per policy, in the event of termination of the Chief Executive Officer position without just cause, an indemnity equal to the remuneration due for the office will be paid until the natural expiry of the mandate, with a maximum of 24 months' salary (calculated as the sum of the fixed and MBO components).

With respect to the termination of the employment contract, the severance pay established by law and by the CCNL (National Labour Contract) is provided, with recognition of additional monthly payments up to a maximum of 24 (calculated on the fixed component).

• Clawback

In the three years following the payment of the bonus of the variable remuneration components, a clawback clause for the amounts paid may be activated, as per policy.

• Benefits and Welfare

In relation to the managerial role, the Chief Executive Officer enjoys the benefits specified for the management of the Company (health insurance cover through the TIM Group Executive supplementary healthcare assistance; supplementary pension cover through membership of the TIM Group Executive complementary pension fund; insurance cover for work-related and non-work-related accidents, life and invalidity benefit due to illness; a company car for mixed use; check-up). The Company also holds a "professional risks policy" that covers all its Directors and Officers.

• Pay Mix

The pay mix for 2022 is shown below. The percentages indicated alternatively assume the disbursement of the minimum, target and maximum value for both the short-term incentive scheme – MBO – and the 2022-2024 LTI Plan, which shall be submitted to the Shareholders' Meeting of 7 April 2022 for approval. With regard to the 2022-2024 LTI plan, the option rights have been valued on an annual basis assuming the fair value of the share as at 2 March 20221 , the date on which TIM's Board of Directors approved the plan architecture, proposing its approval to the Shareholders' Meeting of 7 April.

1Fair value of 0.04 euros.

REMUNERATION OF MANAGERS WITH STRATEGIC RESPONSIBILITIES

The following are the names of Key Managers with Strategic Responsibilities in the period 2021-2022:

Directors:
Luigi Gubitosi Managing Director and Chief Executive Officer of TIM S.p.A.1
General Manager 1
Pietro Labriola Managing Director and Chief Executive Officer of TIM S.p.A.2
General Manager 2
Executives:
Giovanna Bellezza a.i. Human Resources, Organization & Real Estate 3
Adrian Calaza Noya Chief Financial Office 4
Paolo Chiriotti Procurement 5
Simone De Rose Procurement 6
Michele Gamberini Chief Innovation & Information Office7
Nicola Grassi Chief Technology & Operations Office8
Stefano Grassi Security
Alberto Mario Griselli Diretor Presidente of TIM S.A. 9
Massimo Mancini Chief Enterprise Market Office 10
Giovanni Gionata
Massimiliano Moglia
Chief Regulatory Affairs Office11
Carlo Nardello Chief Strategy, Business Development & Transformation Office 12
Agostino Nuzzolo Legal & Tax
Claudio Ongaro Chief Strategy & Business Development Office 13
Federico Rigoni Chief Revenue Office14
Giovanni Ronca Chief Financial Office 15
Andrea Rossini Chief Consumer, Small & Medium Market Office 16
Luciano Sale Human Resources, Organization & Real Estate17
Stefano Siragusa Chief Network Operations & Wholesale Office18

6from 1 February 2022; previously - from 7 December 2021 - he was interim manager in the same position

12until 6 December 2021

1until 26 November 2021

2from 27 November 2021 General Manager TIM S.p.A. and from 21 January 2022 also Chief Executive Officer of TIM Group

3from 30 November 2021

4from 1 March 2022

5from 5 July 2021 to 6 December 2021; the Procurement position was previously held by Nicola Grassi

7until 20 September 2021

8from 5 July 2021 to 6 December 2021; he was previously Head of Procurement

91 February 2022; previously this position was held by Pietro Labriola

10from 7 December 2021

11from 7 December 2021; until 6 December, Head of Chief Regulatory Affairs & Wholesale Market Office

13from 1 February 2022; previously -from 7 December 2021 - interim manager of the same position

14until 4 July 2021

15until 1 March 2022

16from 21 February 2022

17 until 29 November 2021

18from 7 December 2021; from 21 September until 6 December 2021, Chief Revenue, Information & Media Office; from 5 July 2021 until 20 September 2021, Chief Revenue Office; from 9 April 2021 until 4 July 2021, Chief Technology & Operations Office; until 8 April 2021, Chief Operations Office.

The structure of the compensation package for Key Managers with Strategic Responsibilities, excluding the Chief Executive Officer, for 2022, is as follows:

• Fixed component

The guideline for 2022 is to keep remuneration in line with the market median, with the possibility of achieving even higher values, setting selective criteria for adjusting fixed remuneration.

• Short Term Variable Component (MBO)

The annual incentive plan for 2022, with a target pay opportunity equal to 50% of fixed remuneration, includes some changes for Executives with Strategic Responsibilities compared to 2021:

  • the gateway target (consisting of the Group EBITDA) is reduced from 30% in 2021 to 25%
  • the space reserved for objectives linked to the role (Functional objectives) is increased and the weighting relative to the company's macro-economic objectives is reduced accordingly
  • the distribution of corporate and functional macroeconomic objectives is differentiated according to the role held

Below are the reference diagrams:

Commercial Functions reporting to the CEO Operations Functions reporting to the CEO

First Objectives Weight
Line: Tim Group Ebitda (Gate) 25%
Chief Tim Group Equity Free Cash Flow 23%
Consumer,
Small & Medium
Market
Segment Ebitda 15%
Segment Services Revenues 15%
Office
Chief
Enterprise
Market
Office
ESG KPI's:
• Customer Satisfaction Index (10%)
• Young Employee Engagement (6%)
• Gender Pay Gap Middle Managers Domestic Core (6%)
22%
Objectives Weight
First Tim Group Ebitda (Gate) 25%
Line: Tim Group Equity Free Cash Flow 23%
Chief Net Functional objectives 30%
Operation
&
Wholesale
Market
ESG KPI's:
• Customer Satisfaction Index (10%)
• Young Employee Engagement (6%)
• Gender Pay Gap Middle Managers Domestic Core (6%)
22%

Other Functions reporting to the CEO

Objectives Weight
Tim Group Ebitda (Gate) 25%
Other Tim Group Equity Free Cash Flow 33%
Functions Functional objectives 20%
of First
Line
ESG KPI's:
a) Customer Satisfaction Index (10%)
b) Young Employee Engagement (6%)
c) Gender Pay Gap Middle Managers Domestic Core (6%)
22%

Each objective is measured individually, with a parametric scale as described in the section "Short-term Incentive System".

• Long-Term Variable Component

The Key Managers with Strategic Responsibilities were beneficiaries of the 2022-2024 Stock Option Plan previously described.

The pay opportunity at target provides for the assignment of up to a maximum of 6,250,000 option rights, which may increase to a maximum of 6,875,000 depending on the level of achievement of the performance parameters.

For more details, see the information document on the initiative, which can be consulted on the link 2022-2024 Stock Option Plan Information Document.

• Severance and Non-Competition Package

The treatments applicable under the law and the CCNL are provided for. The additional allowances provided may not exceed 24 months' salary (calculated as the sum of the gross annual pay and MBO).

In the event of termination of the employment relationship in the absence of just cause for dismissal, it will be the responsibility of the Chief Executive Officer to identify the resources that - due to the importance and strategic nature of the role covered - may receive severance pay, to which a non-competition agreement may be associated, depending on the importance and strategic nature of the role covered, for a maximum period of one year calculated on the fixed remuneration.

• Benefits & Welfare

Benefits are granted similar to those provided for all other company managers: company car for mixed use, insurance policies (workplace/non workplace accidents, life and invalidity caused by illness), complementary health insurance cover, complementary pension fund and check-up. The Company also holds a "professional risks policy" that covers all its Directors and Officers.

• Lump sum

No bonuses can be assigned that are not tied to performance conditions.

The Company has exceptionally reserved the right to make lump sum payments during the hiring phase in order to favour the acquisition of resources with specific skills considered essential for the achievement of the strategic business objectives and who have accrued the right to specific deferred remuneration from their Company of origin.

• Pay Mix

The pay mix for 2022 is shown below.

The percentages indicated alternatively assume the disbursement of the minimum, target and maximum value for both the short-term incentive scheme – MBO – and the 2022-2024 LTI Plan, which shall be submitted to the Shareholders' Meeting of 7 April 2022 for approval. With regard to the 2022-2024 LTI plan, the option rights have been valued on an annual basis assuming the fair value of the share as at 2 March 20221 , the date on which TIM's Board of Directors approved the plan architecture, proposing its approval to the Shareholders' Meeting of 7 April.

1Fair value of 0.04 euros.

FINANCIAL REPORTING OFFICER

With regard to the manager responsible for preparing the corporate financial reports, the incentive mechanisms are those adopted for all Key Managers with Strategic Responsibilities, as illustrated above.

SECTION II – IMPLEMENTATION OF REMUNERATION POLICIES AND AMOUNTS PAID IN 2021

This section describes the remuneration measures for the members of the Board of Directors, the Board of Statutory Auditors and the Key Managers with Strategic Responsibilities in 2021.

It is confirmed that in 2021 compensation was paid in line with the 2021 Remuneration Policy.

In the 2020-2021 two-year period, an important positive result was achieved in the shareholders' meeting votes (over 94% in favour) also as a result of dialogue with investors and the main proxy advisors, aimed at understanding the reasons for the feedback gradually received and at designing the remuneration policy in line with investor expectations for the future.

Given the positive feedback received on the 2021 policy at the AGM, the relationship with investors and key proxy advisors will be further developed.

Below are the results of the votes on the Remuneration Report - Section II, in 2020 - 2021, calculated on the actions for which a vote was cast.

Shares for which a vote was cast
---------------------------------- -- --
2020 2021
65,09% 58,84%

REMUNERATION OF THE MEMBERS OF THE BOD

The overall annual remuneration of the Board of Directors pursuant to art. 2389(1) of the Italian Civil Code was established by the Shareholders' Meeting on 31 March 2021 as a maximum of 2,200,000 euros gross.

The Board of Directors held on 28 April 2021 divided up the remuneration, allocating 100,000 euros, gross per annum to each Director (excluding the Chairman and the Chief Executive Officer); this sum is a fixed fee. There is no remuneration linked to the company results, nor any severance pay.

The additional remuneration for Directors, Members of the Committees, is set out below.

Directors who do not hold specific offices were not entitled to receive variable remuneration or the allocation of benefits, without prejudice to reimbursement of expenses incurred in the performance of their office.

REMUNERATION OF THE LEAD INDEPENDENT DIRECTOR (PAOLA SAPIENZA)

At its meeting on 26 November 2021, the Company's Board of Directors resolved to appoint a Lead Independent Director, with the powers set out in Borsa Italiana's Corporate Governance Code, calling upon Ms Paola Sapienza to take on this role. The additional remuneration for this office of 45,000 euros gross per year was also established at the Board of Directors meeting on 17 December 2021.

REMUNERATION OF THE BOARD OF STATUTORY AUDITORS

The remuneration of Statutory Auditors valid for the full term of office (financial years 2021-2023) was established by the Shareholders' Meeting of 31 March 2021 as 135,000 euros gross per year for the Chairman of the Board of Statutory Auditors and 95,000 euros gross per year for each standing Auditor. Moreover, the Statutory Auditor Ms Anna Doro receives - as a member of the Supervisory Body - additional remuneration of 15,000 euros gross per year

Board of Statutory Auditors
Francesco Fallacara (C)
Angelo Rocco Bonissoni
Francesca di Donato
Anna Doro
Massimo Gambini

Statutory auditors do not receive variable remuneration or benefits but receive reimbursement of expenses incurred in the performance of their duties.

The detailed analysis of the remuneration received individually by the Directors and Statutory Auditors is shown in Table 1 in the second part of this section.

CHAIRMAN (SALVATORE ROSSI)

The position of Chairman was held by Mr Salvatore Rossi for the entire year. His appointment was reconfirmed by the Board of Directors on 1 April 2021. The Board of Directors on 26 November 2021 also assigned Chairman Salvatore Rossi responsibilities and powers relating to the Partnership & Alliances, Institutional Communications, Sustainability Projects & Sponsorship and Public Affairs Departments, as well as responsibility for managing TIM assets and activities of strategic importance for the national defence and security system. Subsequently, on 21 January 2022, the Board of Directors resolved that the Chairman, Salvatore Rossi, would retain the communication powers in relation to the indicative non-binding expression of interest received from KKR & Co. and the process that followed. The granting of these powers did not result in any remuneration changes. In this period, his compensation package was as follows:

  • annual fixed fee of 600,000 euros gross. The Chairman did not receive remuneration pursuant to Article 2389(1) of the Italian Civil Code for the office of Director or for his membership of the Strategies and Sustainability Committee;
  • no form of variable incentive;
  • no end-of-mandate component, no benefits (only reimbursement of expenses incurred in the office as per the Bylaws), no clawback, no severance pay.

The detailed analysis of the remuneration received is shown in Table 1 of the second part of this section.

CHIEF EXECUTIVE OFFICER (LUIGI GUBITOSI)

1 January 2021 - 26 November 2021 (Chief Executive Officer) 27 November 2021 – 17 December 2021 (Non executive Director) 1 January 2021 - 31 December 2021 (Employment)

From 1 January to 26 November 2021, the position of Chief Executive Officer was held by Mr Luigi Gubitosi; his appointment was confirmed by the Board of Directors at its meeting on 1 April 2021.

In the Board meeting of 26 November 2021, Mr Luigi Gubitosi resigned his powers and the Board of Directors, having acknowledged and accepted them, resolved to revoke Mr Luigi Gubitosi from the offices of Chief Executive Officer and General Manager of the Company.

The composition of the compensation package was resolved by the Board of Directors on 28 April 2021, in continuity with what has already been paid to Mr Gubitosi for his employment salary as General Manager and his position as Chief Executive Officer of the Company, for a total annual fixed gross amount of 1,400,000 euros (unchanged), divided into 1,300,000 euros as Gross Annual Remuneration for the employment salary and 100,000 euros as gross remuneration for the office of Chief Executive Officer pursuant to Article 2389, subsection 3, of the Italian Civil Code. Additional remuneration for the office of Director was excluded and the remaining elements remained unchanged.

Moreover, as further remuneration pursuant to Art. 2389(3) of the Italian Civil Code, Mr Gubitosi was the beneficiary of an MBO with a target amount of 1,400,000 euros gross.

The table below illustrates in detail the degree of achievement of the objectives for the 2021 MBO short-term variable component compared with the references assigned.

Values in € millions 2021 OBJECTIVE LEVELS FINAL FIGURES
OBJECTIVE WEIG
HT
Min
Payout
50%
Target
Payout
100%
Max
Payout
150%
Result
2021
%
achievement
Weighted
Score
TIM Group Ebitda GATE (1) 30% 6,156 6,480 6,804 5,080 0% 0%
TIM Group Equity Free Cash Flow 23% 1,464 1,663 1,863 632 0% 0%
TIM Group Adjusted Net Financial Position 15% 22,483 21,934 21,386 22,187 76.96% 12%
TIM Group Service Revenues 10% 13,928 14,212 14,496 13,906 0% 0%
ESG indicators:
a) Customer Satisfaction Index (10%)
b) Employee Engagement (6%)
c) Managers Gender pay gap (6%)
22% a) 72.36
b) 72
c) 3.9%
a) 72.86
b) 73
c) 3.5%
a) 74.30
b) 74
c) 3%
a) 72.76
IVQ 2021
b) 76 Survey
results
c) -0.4%
a) 90%
b) 150%
c) 150%
a) 9%
b) 9%
c) 9%

(1) The Gate represents a condition for accessing the bonus linked to all the objectives rewarded.

The value objectives were restated pro-forma due to the impacts linked to changes in the consolidation area, rates of exchange in order to pursue the managerial significance of the comparison between the target and the final balance.

After evaluation by the Nomination and Remuneration Committee, no sterilisation was applied with regard to nonrecurring items.

On 28 April 2021 the Board of Directors of TIM launched the 2021-2023 Incentive Cycle as part of the 2020-2022 Long Term Incentive Plan approved by the Shareholders' Meeting held the previous 31 March.

With regard to the 2020-2022 Long Term Incentive Plan, as at 31 December 2021, Mr Gubitosi was granted - for the 2021-2023 cycle - the right to receive 4,166,666 TIM S.p.A. ordinary shares free of charge at target level, subject to specific performance conditions (performance shares). Based on the level of achievement of the three-year performance objectives, this number could have decreased or increased up to a maximum of 6,666,665 shares, subject to the Gate condition and the ESG corrective. In view of the termination on 31 December 2021, the target shares have been re-proportioned to 1,388,888 and a maximum of 2,222,220.

On 17 December 2021, Mr Gubitosi resigned as a director of the Company with immediate effect and on 31 December 2021 he ceased to be an employee. Upon his resignation, the last accessory and severance indemnities due by law and collective agreement were paid (severance indemnity, holidays, thirteenth month bonus). In line with the Company's remuneration policies, a total gross amount of 6,900,000 euros was paid for the termination of his employment and directorship (plus a sum of 36,000 euros as a settlement, as consideration for the waivers granted by Mr Gubitosi).

Mr Gubitosi will also be paid the pro-rata amount due in relation to the 2020-2022 Long Term Incentive Plan (2020- 2022 and 2021-2023 cycles) according to the relevant Regulation.

In FY 2021, the proportion between the fixed and variable remuneration, considering the total remuneration of the Chief Executive Officer, was 45% (fixed/total) and 55% (variable/total) as set out in Table 1 (column 8) of the second part of this section.

The detailed analysis of the remuneration received is shown in Table 1 of the second part of this section.

GENERAL MANAGER (PIETRO LABRIOLA)

In its meeting of 26 November 2021, the Company's Board of Directors appointed Pietro Labriola as General Manager, (with retention of the position of CEO of the subsidiary TIM S.A and receipt of the related remuneration), and hired him as an executive with a fixed-term employment contract.

The contract provided for a gross annual remuneration of 800,000 euros for the employment relationship and a short- and long-term variable remuneration consistent with the amount established for the head of the company in the Remuneration Policy Report.

For financial year 2021, Mr Labriola only received the fixed remuneration commensurate with the role coverage period until 31 December 2021. The detailed analysis of the remuneration received as General Manager is set out in Table 1 of the second part of this section.

On 21 January 2022, the Board of Directors co-opted and appointed Pietro Labriola as the Group's new Chief Executive Officer, confirming his position as General Manager with an open-ended employment contract.

Mr Labriola ceased to be CEO of TIM S.A. on 31 January 2022.

KEY MANAGERS WITH STRATEGIC RESPONSIBILITIES

The fixed remuneration of the Key Managers with Strategic Responsibilities comprised the gross annual remuneration in relation to the employment contract. The actions taken in 2021 were consistent with those set out in the remuneration policy for the year.

In line with the provisions of the 2021 remuneration policy, Executives with Strategic Responsibilities were the beneficiaries of an MBO short-term variable component; in view of the failure to achieve the TIM Group EBITDA target, which is a gateway to the variable incentive scheme, the entire measure did not give rise to any payment for 2021.

The following are the objectives assigned to the resources who held that role in 2021; the first five objectives were the same as those assigned to the Chief Executive Officer, with different weights.

For a comparison between the objectives achieved and those set refer to the previous table of the Chief Executive Officer.

OBJECTIVE WEIGHT Min
Payout
50%
Target
Payout
100%
Max
Payout
150%
TIM Group Ebitda GATE (1) 30% 6,156 6,480 6,804
TIM Group Equity Free Cash Flow 13% 1,464 1,663 1,863
TIM Group Net Financial Position Adjusted 10% 22,483 21,934 21,386
TIM Group Services Revenues 15% 13,928 14,212 14,496
ESG indicators:
a) Customer Satisfaction Index (10%)
b) Employee Engagement (6%)
c) Managers Gender pay gap (6%)
22% a) 72.36
b) 72
c) 3.9%
a) 72.86
b) 73
c) 3.5%
a) 74.30
b) 74
c) 3%
Specific function objectives 10%

(1) The minimum level of the Gate is 95% of the target value

The objectives attributed to the resources that became Executives with Strategic Responsibilities following the organisational restructuring introduced by the new General Manager are also set out below.

OBJECTIVE WEIGHT Min
Payout
50%
Target
Payout
100%
Max
Payout
150%
TIM Group Ebitda GATE (Manager) (1) 30% 5,832 6,480 6,804
TIM Group Operating Free Cash Flow 10% 2,675 3,040 3,405
TIM Group Services Revenues 15% 13,928 14,212 14,496
ESG indicators:
a) Customer Satisfaction Index (10%): (2)
a1) CSI TIM (Consumer - Small and Medium -
Enterprise)
a2) CSI Enterprise
a3) CSI Wholesale
b) Employee Engagement (6%)
c) Managers Gender pay gap (6%)
22% a1) 73.88 –
61.68 – 75.68
a2) 75.68
a3) 7.33
b) 72
c) 3.9%
a1) 74.24 –
62.90 – 76.05
a2) 76.05
a3) 7.39
b) 73
c) 3.5%
a1) 75.71 –
64.12 – 77.56
a2) 77.56
a3) 7.54
b) 74
c) 3%
Specific function objectives 23%

(1) The minimum level of the Gate is 90% of the target value

(2) Differentiated by function

The table below sets out the average pay out for the 2021 MBO short-term variable component for those who qualified as Key Managers with Strategic Responsibilities in 2021, compared with the average values for those who qualified as such in previous financial years.

2021 2020 2019 2018 2017 2016
Average Payout * 91% 102% * 107% 95%

(*) In view of the failure to reach the TIM Group EBITDA target at the minimum level (95% of the budget target), as a conditi on of access to all other targets, the entire MBO measure has been canceled.

An analytical breakdown of the remuneration received by Key Managers with Strategic Responsibilities in 2021 is provided in Table 1 in the second part of this section.

* * *

It is confirmed that, in 2021, there was compliance with the remuneration policy in force with regard to the one-off bonus, benefits and severance agreements, with reference to contractual compensation such as indemnities paid in the period.

The values of the indemnities recognised during the year for consensual terminations (with maintenance of the rights to the components of the 2020-2022 Long Term Incentive Plan, recognised under the conditions and terms set out in the respective Information Document available on 2020-2022 Long Term Incentive Plan) are analytically reported in Table 1 and no further amounts are due. The valuation of non-monetary benefits, for the period agreed with respect to terminations by mutual agreement (as is standard practice, with respect to the nature of the benefit: e.g. insurance cover; or return of the asset: e.g. cars for business and personal use), which in any case occurred within the year, is set out in the same Table 1 until the time the role was held.

In line with 2021 remuneration policy provisions, as instructed by the CEO, non-competition agreements were signed, in view of the importance and strategic nature of the roles held by certain Key Managers.

* * *

On 28 April 2021 the Board of Directors of TIM resolved to launch the 2020-2022 incentive cycle as part of the 2021- 2023 Long Term Incentive Plan approved by the Shareholders' Meeting in March (see the disclosure document which can be consulted on the website page 2020-2022 Long Term Incentive Plan.

With regard to the 2020-2022 Long-Term Incentive Plan, Key Managers with Strategic Responsibilities are granted the right to receive 13,960,320 TIM S.p.A. ordinary shares free of charge at target level as of 31 December 2021 for the 2021-2023 cycle. Based on the level of achievement of the performance objectives for the three-year period, this number may decrease or increase up to a maximum of 18,846,432, subject to the Gate condition and the ESG corrective.

In view of the termination in the first quarter of 2022, the target shares have been re-proportioned to 7,470,972 and a maximum of 10,962,407.

The detailed analysis of the plans is shown in the tables of the incentive plans in the second part of this section. In the 2021 financial year, the percentage of fixed compensation out of the total remuneration of Key Managers with Strategic Responsibilities was 50% as shown in Table 1 (column 8) of the second part of this section.

APPLICATION OF THE WAIVER PROCEDURE FOR THE 2021 REMUNERATION POLICY

In 2021, the Company applied the waiver procedure provided for in the 2021 Remuneration Policy. After the preliminary examination of the Nomination and Remuneration Committee are, this procedure was proposed to the Board of Directors.

The reasons for this choice lie in the extraordinary complexity of the market scenarios in 2021 (not considered in the 2021 - 2023 plan), the failure to achieve the gate for access to payment of the MBO2021 bonus, and the recent start of the company's transformation and turnaround process following the renewal of the executive management.

For the reasons set out above, it was deemed appropriate to adopt a measure recognising qualified managerial resources who performed at a high level in 2021 and are more intensively involved in the transformation process underway, also in order to protect the company in terms of the retention of resources with strategic roles and at market risk.

Therefore, an extraordinary incentive system was put in place for a limited number of managers identified by the Group Chief Executive Officer, in agreement with the Department Managers and with the technical support of the HRO department. The identification criteria used were organisational (roles with a greater direct or indirect capacity to contribute to the business and roles with higher managerial relevance) and managerial (resources that stood out for the support they provided in 2021 and who are asked to make a significant and decisive contribution at this stage of the company in order to achieve the objectives outlined in the Strategic Plan). The evaluation of resources was measured through the achievement of individual objectives for 2021 and based on their involvement in the transformation process as well as on the retention needs of the resource itself.

The form of payment established is a lump sum, amounting to 50% of the target bonus, corresponding to the achievement of the minimum values set for each objective.

The number of beneficiaries of the remuneration manoeuvre is 57 Executives of the TIM Group, equal to 11% of the management. In the event of voluntary termination by 30 June 2023, the beneficiaries are required to repay the Company the amount paid.

The total cost to pay for the manoeuvre is 1,75 million euros.

ANNUAL CHANGE IN REMUNERATION AND PERFORMANCE

The table below compares, for the last three years, the annual change in the remuneration of the Chairman, the Chief Executive Officer, and the average remuneration, calculated on a full-time equivalent basis, of employees (excluding the Chief Executive Officer).

TIM S.p.A. 2021 %
Change
2020 %
Change
2019
Amounts expressed in thousands of euros
Chairman's Remuneration (1) 600 0% 600 0% 600
Chief Executive Officer's Remuneration(2) 1,284 -53% 2,759 -7% 2,972
Average remuneration of employees (2) 41.2 2% 40.4 1% 40.2

(1) In 2019 the Chairman Salvatore Rossi held the office for the period 21.10 – 31.12.

(2) The values include variable compensation (when present) and staff incentive bonuses.

PERFORMANCE
TIM Group (IFRS 16)
2021 %
Change
2020
EBITDA Organic After Lease(1) 5,404 -11.6% 6,110
Equity Free Cash Flow After Lease 62 -96.2% 1,615
Adjusted Net Debt AL variation (% YoY) -5.5% -15.1%
Adjusted Net Debt AL / Organic EBITDA AL 3.3x 3.0x

(1) 2020 comparable EBITDA

Organic EBITDA after lease decreased by 11.6% as a result of a decrease in revenues mainly related to the exacerbation of the competitive context, also due to the delay of the phase 2 voucher plan, and the related impact on prices, as well as higher costs for contents, the start-up of digital companies and linked to compliance with the new regulations (Legislative Decree 207/2021).

Equity free cash flow amounted to 62 million euros (cash generation), with a reduction on the previous year due to the aforementioned organic EBITDA trend.

Net debt after lease reduced by 1 billion euros in 2021 (-5.5% compared to 2020), mainly due to the proceeds from the sale of 37.5% of FiberCop S.p.A. by TIM S.p.A. to the company indirectly controlled by KKR Global Infrastructure Investors III L.P. for a total of 1.8 billion euros.

As a result, the leverage ratio (Net Debt AL / Organic EBITDA AL ratio) stood at 3.3x.

REMUNERATION PAID IN 2021

TABLE 1: REMUNERATION PAID TO MEMBERS OF THE MANAGEMENT AND CONTROL BODY, GENERAL MANAGER AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

The remuneration due to all the individuals who, in FY 2021 or a part thereof, held the position of member of the management and control body, General Manager or Executive with Strategic Responsibilities (for this last category the information is shown in aggregate form) are shown below. Board of Directors

(in thousands of euros)
A B C D 1 2 3 4 5 6 7 8 9
No
tes
Name and
surname
Position Period of
office
(dd.mm)
Expiry of
term of
office
(mm.yy)
Fixed
comp
ensati
on
Compen
sation
for
involvem
ent in
committ
ees
Variable remuneration
non-equity
Bonuses
and
other
incentive
s
Profit
sharing
Non
monet
ary
benefi
ts
Other
compens
ation
Fair
Value
of
compensa
tion
equity
TOTAL Proporti
on
betwee
n fixed
and
variable
remune
ration
(1)
Compens
ation for
loss of
office or
terminati
on of
employ
ment
Salvatore 01.01
1 Rossi Chairman 31.12 12.23 600 600
2 Luigi
Gubitosi
Chief
Executive
Officer
Manager
General
01.01
26.11
27.11
12.23
12.23
1,284 16 1,566 2,866 45%/55% 6,936
Director 17.12 5 5
3 Pietro Labriola General
Manager
26.11
31.12
12.23 72 2 74
4 Paolo
Boccardelli
Director 31.03
31.12
12.23 75 63 138
5 Paola Bonomo Director 01.01
31.12
12.23 100 80 180
6 Franck
Cadoret
Director 01.01
31.12
12.23 100 6 106
7 Paola
Camagni
Director 31.03
31.12
12.23 75 44 119
8 Maurizio
Carli
Director 31.03
31.12
12.23 75 44 119
9 Luca
De Meo
Director 31.03
31.12
12.23 75 22 97
10 Arnaud
Roy de
Puyfontaine
Director 01.01
31.12
12.23 100 6 106
11 Cristiana
Falcone
Director 31.03
31.12
12.23 75 44 119
12 Federico
Ferro Luzzi
Director 31.03
31.12
12.23 75 70 145
13 Giovanni
Gorno Tempini
Director 31.03
31.12
12.23 75 - 75
14 Marella
Moretti
Director 01.01
31.12
12.23 100 70 170
15 Ilaria
Romagnoli
Director 31.03
31.12
12.23 75 56 131
16 Paola
Sapienza
Director 31.03
31.12
12.23 75 44 4 123
17 Afredo
Altavilla
Director 01.01
31.03
12.20 25 15 40
18 Giuseppina
Capaldo
Director 01.01
31.03
12.20 25 16 41
19 Maria Elena
Cappello
Director 01.01
31.03
12.20 25 12 37
20 Massimo Ferrari Director 01.01
22.02
12.20 14 10 24
21 Paola
Giannotti
Director 01.01
31.03
12.20 25 16 41
22 Lucia
Morselli
Director 01.01
22.02
12.20 14 12 26
23 Dante
Roscini
Director 01.01
31.03
12.20 25 6 31
24 Rocco
Sabelli
Director 01.01
31.03
12.20 25 16 41
25 Michele
Valensise
Director 01.01
31.03
12.20 25 21 46
Overall BoD (a) 3,239 673 18 4 1,566 5,500 6,936

(1) Remuneration proportion: fixed out of total = columns (1+2+4+5)/7; variable out of total = columns (3+6)/7.

TIM - 2022 Report on the Remuneration Policy and compensation paid

(in thousands of euros)

A B C D 1 2 3 4 5 6 7 8 9
Variable
remuneration
non-equity
Compen
Note
s
Name and
surname
Position Period of
office
(dd.mm)
Expiry of
term of
office
(mm.yy)
Fixed
comp
ensati
on
Compen
sation
for
involvem
ent in
committ
ees
Bonuses
and
other
incentive
s
Profit
sharing
Non
mone
tary
benefi
ts
Other
compens
ation
Fair
Value
of
compensa
tion
equity
TOTAL Proporti
on
betwee
n fixed
and
variable
remune
ration
sation
for loss
of office
or
terminati
on of
employ
ment
25 Francesco
Fallacara
Chairman 31.03
31.12
12.23 101 101
26 Rocco Angelo
Bonissoni
Statutory
Auditor
Regular
31.03
31.12
12.23 71 71
27 Francesca
di Donato
Statutory
Auditor
Regular
31.03
31.12
12.23 71 7 78
28 Anna
Doro
Standing
Auditor
01.01
31.12
12.23 95 11 106
29 Maximum
Gambini
Statutory
Auditor
Regular
31.03
31.12
12.23 71 71
30 Roberto
Capone
Chairman 01.01
31.03
12.20 34 34
31 Giulia
De Martino
Standing
Auditor
01.01
31.03
12.20 24 24
32 Marco
Fazzini
Standing
Auditor
01.01
31.03
12.20 24 24
33 Francesco
Schiavone
Panni
Standing
Auditor
01.01
31.03
12.20 24 15 39
Overall Board of Statutory Auditors (b) 515 33 548

Key Managers with Strategic Responsibilities (1)

(in thousands of euros)
A B C D 1 2 3 4 5 6 7 8 9
Note
s
Name and
surname
Position Period of
office
(dd.mm)
Expiry of
term of
office
(mm.yy)
Fixed
comp
ensati
on
Compen
sation
for
involvem
ent in
committ
ees
Variable
remuneration
non-equity
Bonuses
and
other
incentive
s
Profit
sharing
Non
mone
tary
benefi
ts
Other
compens
ation
Fair
Value
of
compensa
tion
equity
TOTAL Proporti
on
betwee
n fixed
and
variable
remune
ration
(2)
Compens
ation for
loss of
office or
terminati
on of
employm
ent
Remuneration in the company drawing up the financial
statements
5,005 588 237 - 4,576 10,406 50% - 50% 11,476(7)
Remuneration from subsidiaries (3) 570
(4)
590
(5)
300 1,006 (6) 2,466 35% - 65%
Total Key Managers with Strategic Responsibilities (c) 5,575 1,178 237 300 5,582 12,872 46% -54% 11,476
TOTAL REMUNERATION PAID (a+b+c)
9,329
673
1,178
255
337
7,148
18,920
18,412
-----------------------------------------------------------------------------------------------------

(1) The remuneration refers to all the individuals who held the position of Key Managers with Strategic Responsibilities during the 2021 financial year, or any part thereof (15 managers); They do not include Andrea Rossini (hired on 21 February 2022) and Adrian Calaza (hired on 1 March 2022).

(2) Remuneration proportion: fixed out of total = columns (1+2+4+5)/7; variable out of total = columns (3+6)/7.

(3) The remuneration does not include that of Alberto Maria Griselli who was appointed CEO of TIM SA on 1 February 2022.

(4) The amount referring to the local work contract has been converted at the average exchange rate for 2021 at 31/12/2021 (Real/€ 6.35936).

(5) In the absence of the final figures of the local bonus relating to FY 2021, the value stated in the table has been estimated on the basis of pre-closing data and provision was made in the 2021 Financial Statements. This amount refers to 3,752,000 Reais converted into euros at the average exchange rate for 2021 at 31/12/2021 (Real/€6.35936).

(6) This amount refers to the equity compensation of local incentive plans based on financial instruments converted at the average exchange rate for 2021 at 31/12/2021 (Real/€ 6.35936).

(7) In this remuneration, the portion relating to non-competition plans amounts to 1.0 million euros, of which 875,000 euros will be paid in 2022.

1 Salvatore Rossi – Chairman

col. 1 The amount refers to the remuneration pursuant to article 2389, subsection 3, of the Italian Civil Code received for serving as Chairman for the period 01/01 - 31/12/2021. The Chairman does not receive remuneration for the office of Director or for his membership of the Strategy Committee (pursuant to Article 2389(I) of the Italian Civil Code).

2 Luigi Gubitosi - Chief Executive Officer and General Manager

  • col. 1 This amount includes remuneration for employment (€/000 1,193) for the office of General Manager as well as fixed remuneration pursuant to article 2389(3) of the Italian Civil Code (€/000 91) for the office of Chief Executive Officer. The Chief Executive Officer is not the recipient of remuneration for his office as a member of the Board of Directors (with the exception of the period from 27/11 to 31/12/2021), nor as a member of the Strategic Committee (pursuant to Article 2389, subsection 1, of the Italian Civil Code).
  • col. 3 The amount, paid pursuant to Article 2389, subsection 3 of the Italian Civil Code, as a "bonus" pertaining to the year was not paid following the failure to achieve the GATE TIM Group Ebitda target.
  • col. 6 This amount refers to the equity compensation of incentive plan based on financial instruments, posted in the financial statements and estimated in application of international accounting standards.

Column 9 Of this amount, 3.0 million euros refer to the Director relationship, 3.9 million euros to the employee relationship and 36,000 euros to the settlement

3 Pietro Labriola – General Manager

col. 1 The amount refers to the fixed compensation received for the office of General Manager for the period 01/01 - 31/12/2021.

4 Paolo Boccardelli – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to remuneration received as member of the Control and Risk Committee (€/000 34), Chairman of the Related Parties Committee (€/000 7) and member of the Related Parties Committee (€/000 22).

5 Paola Bonomo – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to remuneration received as Chairman of the Nomination and Remuneration Committee (€/000 7) for the period 01/04 31/12/2021, as member of the Nomination and Remuneration Committee (€/000 33), as a member of the Sustainability and Strategy Committee (€/000 6) for the period 01/01 - 31/03/2021 and as a member of the Control and Risk Committee (€/000 34) for the period 01/04 - 31/12/2021.

6 Franck Cadoret – Director

col 1 The amount refers to the remuneration received as a member of the Board of Directors;

Column 2 The amount refers to the remuneration received as a member of the Sustainability and Strategy Committee for the period 01/01 - 31/03/2021.

7 Paola Camagni - Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to remuneration received as a member of the Nomination and Remuneration Committee (€/000 22) and as a member of the Sustainability Committee (€/000 22).

8 Maurizio Carli – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to remuneration received as a member of the Nomination and Remuneration Committee (€/000 22) and of the Related Parties Committee (€/000 22).

9 Luca De Meo – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the remuneration received as member of the Nomination and Remuneration Committee.

10 Arnaud Roy de Puyfontaine – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to the remuneration received as a member of the Sustainability and Strategy Committee for the period 01/01 31/03/2021.

11 Falcone Cristiana - Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to remuneration received as a member of the Related Parties Committee (€/000 22) and as a member of the Sustainability Committee (€/000 22).

12 Federico Ferro Luzzi - Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to remuneration received as Chairman of the Control and Risk Committee (€/000 14), member of the Control and Risk Committee (€/000 34) and member of the Sustainability Committee (€/000 22).

13 Giovanni Gorno Tempini - Director

col. 1 This amount refers to the remuneration received as a member of the Board of Directors

14 Marella Moretti – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the compensation received as a member of the Control and Risk Committee (€/000 45) and member of the Related Parties Committee (€/000 25).

15 Ilaria Romagnoli – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the compensation received as a member of the Control and Risk Committee (€/000 34) and member of the Related Parties Committee (€/000 22).

16 Paola Sapienza - Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to remuneration received as a member of the Nomination and Remuneration Committee (€/000 22) and as a member of the Sustainability Committee (€/000 22).

TIM - 2022 Report on the Remuneration Policy and compensation paid

Column 5 The amount refers to the remuneration to be paid as Lead Independent Director. The accrual from 26/11 to 31/12/2021 will be paid in 2022

17 Alfredo Altavilla – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the compensation received as member of the Nomination and Remuneration Committee (€./000 10) and as Chairman of the Nomination and Remuneration Committee (€./000 5).

18 Giuseppina Capaldo – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the compensation received as member of the Related Parties Committee (€./000 6) and member of the Nomination and Remuneration Committee (€./000 10)

19 Maria Elena Cappello – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to remuneration received as a member of the Related Parties Committee (€/000 6) and as a member of the Sustainability and Strategy Committee (€/000 6).

20 Massimo Ferrari – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the compensation received as member of the Strategies and Sustainability Committee (€./000 4) and member of the Control and Risk Committee (€/000 6).

21 Paola Giannotti – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the compensation received as member of the Control and Risk Committee (€./000 11) and Chairman of the Nomination and Remuneration Committee (€./000 5).

22 Lucia Morselli – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 The amount refers to remuneration received as Chairman and member of the Related Parties Committee (€/000 6) and as a member of the Control and Risk Committee (€/000 6).

23 Dante Roscini - Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the compensation received as member of the Related Parties Committee.

24 Rocco Sabelli – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the compensation received as member of the Sustainability and Strategies Committee (€./000 6) and member of the Nomination and Remuneration Committee (€./000 10)

25 Michele Valensise – Director

  • col. 1 This amount refers to the remuneration received as a member of the Board of Directors;
  • col. 2 This amount refers to the compensation received as member of the Nomination and Remuneration Committee (€./000 10) and as member of the Control and Risk Committee (€./000 11)

26 Francesco Fallacara – Chairman

col. 1 This amount refers to the remuneration received as Chairman of the Board of Statutory Auditors.

27 Rocco Angelo Bonissoni – Standing Auditor

col. 1 This amount refers to the remuneration received as Standing Auditor.

28 Francesca di Donato – Standing Auditor

col. 1 This amount refers to the remuneration received as Standing Auditor.

Column 5 The amount refers to the remuneration received as Standing Auditor of the subsidiary Noovle S.p.A.

29 Anna Doro – Standing Auditor

Column 1 This amount refers to the remuneration received as Standing Auditor.

Column 5 The amount refers to the remuneration received as a member of the Supervisory Body 231 for the period 1 April to 31 December 2021

30 Massimo Gambini – Standing Auditor

Column 1 This amount refers to the remuneration received as Standing Auditor.

31 Roberto Capone – Chairman

col. 1 This amount refers to the remuneration received as Chairman of the Board of Statutory Auditors.

32 Giulia De Martino – Standing Auditor

col. 1 This amount refers to the remuneration received as Standing Auditor.

33 Marco Fazzini – Standing Auditor

col. 1 This amount refers to the remuneration received as Standing Auditor.

34 Francesco Schiavone Panni – Standing Auditor

col. 1 1 This amount refers to the remuneration received as Standing Auditor;

Column 5 This amount refers to the compensation received as Chairman of the Board of Statutory Auditors of the listed subsidiary Telecom Italia Sparkle S.p.A.

TABLE 3A: INCENTIVE PLANS BASED ON FINANCIAL INSTRUMENTS, OTHER THAN STOCK OPTIONS, FOR MEMBERS OF THE MANAGEMENT BODY AND KEY MANAGERS WITH STRATEGIC RESPONSIBILITIES

Date: 31/12/2021
In the company drawing up the financial statements In subsidiaries and associates
Name and
surname
A Luigi Gubitosi
Position B Chief Executive Officer Key Managers with Strategic
Responsibilities
Key Managers with Strategic Responsibilities TOTAL
Plan and
respective
resolution
1 Long Term
Incentive
2020-2022
Long Term
Incentive
2021-2023
Long Term
Incentive
2020-2022
Long Term
Incentive
2021-2023
Long Term
Incentive
2018-2020
Grant 2019
Long Term
Incentive
2018-2020
Grant 2020
Long Term
Incentive
2021-2023
Grant 2021
Financial
instruments
assigned in
previous
financial
years not
vested
during the
financial
year
2 Number and
type of financial
instruments
8,000,000
(1)
18,359,994
(1)
118,207
(3)
138,916
(6)
26,617,117
3 Vesting Period 2020-2022 2020-2022 3 years
(4)
3 years
(4)
Financial
instruments
assigned
during the
4 Number and
type of financial
instruments
6,666,665
(2)
18,846,432
(2)
869,177 26,382,274
5 Fair value on
allocation date
€ 2,268,844 € 7,470,243 € 9,739,087
financial
year
6 Vesting Period 2021-2023 2021-2023 3 years
7 Allocation date 28 April 2021 01/07/2021 05/05/2021
8 Market price on
allocation
€ 0.4452 € 0.4203 R\$ 12.95
Financial
instruments
vested
during the
financial
year and not
assigned
9 Number and
type of financial
instruments
Financial
instruments
vested
during the
financial
year and
assignable
10 Number and
type of financial
instruments
76,745
(5)
89,822
(7)
166,567
11 Value on
vesting date
R\$ 11.32
(30 July 2021)
R\$ 12.28
(14 April 2021)
Financial
instruments
for the year
12 Fair value € 1,108,325 € 618,776 € 3,353,020 € 1,657,491 € 90,819
(R\$ 577,550 /
€ 6.35936)
€ 164,045
(R\$
1,043,223 /
€6.35936)
€ 751,675
(R\$ 4,780,169 /
€6.35936)
€ 7,744,151

(1) Subject to the Gate condition and the ESG corrective. The number of rights has been determined with the normal value of the share* on 18 May 2020 (€ 0.35).

(2) Subject to the Gate condition and the ESG corrective. The number of rights has been determined with the normal value of the share* on 31 March 2021 (€ 0.42).

  • (3) Of the 221,638 shares granted in 2019, 51,715 became vested in the 2020 financial year and 51,716 became vested in the 2021 financial year and 118,207 remain unvested at the end of the period;
  • (4) For the 2019 Grant, 30% of the shares have a vesting period of 3 years (restricted shares) and 70% (performance shares) have a gradual vesting period that is completed in 3 years. For the 2020 Grant and the 2021 Grant all shares have a gradual vesting period that is completed in 3 years.
  • (5) Of the total of 76,745 shares transferred, 51,716 correspond to the original volume that became vested, 19,289 additional shares are due to achievement of the performance level and 5,740 to dividends paid in additional shares;
  • (6) Of the 208,374 shares assigned in 2020, 69,458 became vested during the 2021 financial year and 118,552 remained unvested at the end of the period;
  • (7) Of the total of 89,822 shares transferred, 69,548 correspond to the original volume that became vested, 17,364 additional shares are due to achievement of the performance level and 3,000 to dividends paid in additional shares;
  • (*) Normal value of the share: Arithmetic mean of the official prices of the Shares recognized starting from the stock market trading day prior to that of assignment until the thirtieth previous ordinary calendar day (both included) on the Electronic Share Market managed by Borsa Italiana S.p.A., calculated using only the days to which the prices taken as the basis of calculation refer as the divisor, cut off at the second decimal.

TABLE 3B: MONETARY INCENTIVE PLANS FOR MEMBERS OF THE MANAGEMENT BODY AND KEY MANAGERS WITH STRATEGIC RESPONSIBILITIES

(Amounts in thousands of EUR)

A B 1 2 3
Name and
surname
Position Plan Bonus for the year Bonus for previous years Other
Bonuses
(a) (b) (c) (a) (b) (c)
Payable/
Paid
Deferred Deferral
period
No
longer
payable
Payable/
Paid
Still
Deferred
Luigi Gubitosi CEO MBO 2021
BoD
Resolution
28 April
2021
-
Key Managers with Strategic Responsibilities
Remuneration in the company drawing MBO 2021
07/06/2021
-
up the financial statements 588
(1)
Remuneration in subsidiaries and MBO 2021
05/05/2021
590
(2)
associates
TOTAL 590 588

(1) Bonuses linked to performance conditions, retention bonuses, covering the effects of grossing up the contributions and taxes on subsistence expenses and bonuses linked to the application of the 2021 remuneration policy waiver procedure (pro-rata amounts based on the period for the role);

(2) In the absence of the final figures of the local bonus relating to FY 2021, the value stated in the table has been estimated on the basis of preclosing data and provision was made in the 2021 Financial Statements. This amount refers to 3,752,000 Reais converted into euros at the average exchange rate for 2021 at 31/12/2021 (Real/€6.35936).

CHART NO. 7-TER CHART CONTAINING INFORMATION ON THE SHAREHOLDINGS OF MEMBERS OF THE MANAGEMENT AND CONTROL BODIES, THE GENERAL MANAGER AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

The table below shows the shareholdings held by all the individuals who during the financial year 2021, or a part thereof, held the position of member of the Board of Directors, of member of the Board of Statutory Auditors, General Manager or Executive with strategic responsibilities (for this last category the information is shown in aggregate form).

Name and
Position
surname
Investee
Company
Category of
shares
Number of
shares owned
at the end of
the previous
financial year
(or on the
date of
appointment)
Number of
shares
bought
during the
financial year
Number of
shares sold
during the
financial
year
Number of
shares owned at
the end of the
financial year (or
on the date of
termination of
office if earlier)
Board of Directors
Salvatore Rossi Chairman
Luigi Gubitosi Chief Executive
Officer
TIM S.p.A. Ordinary 2,000,000 1,957,152 3,957,152
Poalo Boccardelli Director
Paola Bonomo Director
Franck Cadoret Director TIM S.p.A. Ordinary 20,000 7,000 13,000
Paola Camagni Director
Maurizio Carli
Luca De Meo
Director
Director
TIM S.p.A. Ordinary 252,525 252,525
Arnaud Roy de
Puyfontaine
Director
Cristiana Falcone Director
Federico Ferro Luzzi Director
Giovanni Gorno
Tempini
Director
Marella Moretti Director
Ilaria Romagnoli Director
Paola Sapienza Director
Alfredo Altavilla Director
Giuseppina Capaldo Director
Maria Elena Cappello Director TIM S.p.A. Ordinary 280,000 280,000
Massimo Ferrari Director TIM S.p.A.
TIM S.p.A.
Ordinary
Savings
90,000
46,000
430,000 520,000
46,000
Paola Giannotti Director
Lucia Morselli Director
Dante Roscini Director
Rocco Sabelli Director TIM S.p.A. Ordinary 500,000 500,000
Michele Valensise Director TIM S.p.A. Ordinary 30,000 30,000
Pietro Labriola General Manager TIM S.A. 111,269 166,567* 277,836**
Board of Statutory
Auditors
Francesco Fallacara Chairman
Angelo Rocco
Bonissoni
Standing Auditor
Francesca di Donato Standing Auditor
Anna Doro Standing Auditor
Standing Auditor
Massimo Gambini
Roberto Capone
Giulia De Martino
Chairman
Standing Auditor
Anna Doro Standing Auditor
Marco Fazzini Standing Auditor
Francesco Schiavone Standing Auditor
Panni
Key Managers with Strategic Responsibilities
TIM S.p.A. Ordinary 884,597 1,584,642 9,922 2,459,317***
15 Savings 1,650 = = 1,650****

* Shares obtained through the conversion of stock options received from the company Tim S.A. **Shares listed on the NYSE and BOVESPA markets. ***Of which number of shares, 7,153, held by spouse not legally separated **** Held by spouse not legally separated

APPENDIX – TABLE OF REMUNERATION PLANS REMUNERATION PLANS BASED ON FINANCIAL INSTRUMENTS TABLES NO.1 OF CHART 7 OF APPENDIX 3A OF THE REGULATIONS NO.11971/1999

Long Term Incentive 2021-2023

Date: 31/12/2021
FRAMEWORK 1
Financial instruments other than stock options
Section 1
Instruments relating to currently valid plans, approved on the basis of previous resolutions of the Shareholders' Meeting
Name or category Position Date of
resolution by
the
Shareholder
s' Meeting
Type of
financial instruments
Number of
financial
instruments
allocated
Allocation
date
Purchase
price, if
applicable,
of the
instrument
s
Market
price on
date of
allocatio
n
Vesting
Period
Luigi Gubitosi Chief
Executive
Officer
31/03/2021 Performance Share 6,666,665
(1)
28 April 2021 N.A. € 0.4452 2021/2023
Key Managers
with Strategic
Responsibilities
31/03/2021 Performance Share 18,846,432
(1)
01/07/2021 N.A. € 0.4203 2021/2023

(1) Subject to the Gate condition and the ESG corrective.

Talk to a Data Expert

Have a question? We'll get back to you promptly.