Pre-Annual General Meeting Information • May 24, 2025
Pre-Annual General Meeting Information
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TIM S.p.A. Registered office in Milan, at Via Gaetano Negri no. 1 General Direction and Secondary Office in Rome, at Via di Val Cannuta no. 182 Certified email address (PEC): [email protected] Share capital EUR 11,677,002,855.10, fully paid-up Tax Code, VAT and Milano-Monza Brianza-
Lodi Trade and Companies Register No. 00488410010
The Shareholders' Meeting of TIM S.p.A. ("TIM" or the "Company") is convened on June 24, 2025, at 11:00 a.m. (single call) in Milan, at Via Gaetano Negri 1, with the following
As permitted in Decree-Law No. 18, of 17 March 2020, as amended (the "Decree"), the effectiveness of which has been, most recently, extended by Article 3, paragraph 14-sexies, of Decree-Law No. 202, of 27 December 2024 (converted with amendments, by Law No. 15 of 21 February 2025), without prejudice to the procedures for the prior exercise of the voting rights specified below, the participation and exercise of the voting rights at the Shareholders' Meeting will take place exclusively through the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998 (the "TUF"), identified in the Milan law firm Studio Legale Trevisan & Associati (the "Designated Representative"), or their substitutes in case of impediment. As permitted by Article 106 of the Decree, the Designated Representative may also be conferred proxies and/or sub-proxies pursuant to Article 135-novies of the TUF.
It should be noted that Directors, Statutory Auditors, Secretary of the meeting and the Designated Representative may also attend the Shareholders' Meeting by means of telecommunications, without the need for the Chairperson and the Secretary to be in the same place.
The procedures for holding the Shareholders' Meeting may be supplemented and/or modified, as communicated in sufficient advance.
Shareholders who in total represent at least 2.5% of the ordinary capital and who, upon exercising their right, legitimise themselves in the forms provided for by the applicable regulations may request the integration of the agenda. This is not permitted in relation to matters on which the Shareholders' Meeting resolves, pursuant to law, on a proposal from the Directors or on the basis of a project or report other than those indicated in Article 125-ter, paragraph 1, of the TUF.
The request for additions and a report explaining the reasons, together with a copy of an identity document of the applicant, must be received within 10 days of the publication of this notice (i.e. by June 3, 2025), in paper-based form at the address:
TIM S.p.A. Corporate Affairs - Ref. Agenda Via Gaetano Negri no. 1 20123 MILAN - Italy,
or by email to [email protected].
Upon verification of the regularity of the exercise of the right, the Company will give notice of the additions to the Agenda, in the same forms prescribed for the publication of the notice of call, by June 9, 2025.
Shareholders wishing to exercise the right are invited to contact the Company's Corporate Affairs department in advance to define any necessary operational details.
In view of the fact that attendance at this Shareholders' Meeting is permitted exclusively through the Designated Representative and that proposals are not permitted during the course of the proceedings (as clarified by CONSOB), with reference to this meeting all shareholders, who exercise their right legitimately in the forms provided for by the applicable regulations, are permitted to submit individual resolution proposals on the items on the Agenda by receiving them by June 9, 2025 (together with a copy of an identity document), in paper-based form at:
TIM S.p.A. Corporate Affairs - Ref. Agenda Via Gaetano Negri no. 1 20123 MILAN - Italy,
or by email to the e-mail address [email protected].
It is recommended that proposals be formulated in a clear and complete manner, preferably accompanied by a report stating the reasons for them.
After verifying the relevance of the proposals to the Agenda, as well as their completeness and compliance with the applicable regulations, the Company will make known by June 10, 2025 all the proposals received (and any accompanying explanatory reports) by publication on the Company website at www.gruppotim.it/meeting.
The reports on the items on the Agenda and the remaining documentation of the Shareholders' Meeting will be made available at the storage mechanism () as well as on the Company's website at www.gruppotim.it/meeting within the legal deadlines.
Documentation can also be requested by contacting the addresses mentioned at the bottom of this notice.
Those entitled to vote, entitled in the forms provided for by the applicable regulations, may ask questions on the items on the Agenda by sending them by June 13, 2025 in paper-based form to the address:
TIM S.p.A.
Corporate Affairs - Ref. Questions
Via Gaetano Negri no. 1
20123 MILAN - Italy,
or by email to [email protected]
or through the dedicated section of the website https://www.agmlive.it/nos/tim2025.
The questions presented as above, relevant to the items on the Agenda, will be answered by publication on the website of the Company at the website www.gruppotim.it/meeting, by June 20, 2025.
Only in the manner indicated below, the person for whom the relevant intermediary sends the Company the appropriate communication certifying that the right is due on June 13, 2025 (record date) is entitled to vote. Those who become holders of shares after that date will not have the right to attend and vote at the Shareholders' Meeting.
Shareholders with shares in deposit with the Company must use the usual communication channels available to them.
Pursuant to the current statutory provisions, the right holder may exercise the vote, by sending it by June 23, 2025, also:
The dedicated electronic voting functionality and the form for exercising postal voting will be available from June 11, 2025.
The envelope containing the completed and signed mail-in ballot (to be included in an additional closed envelope), a copy of the identity document of the person signing the ballot, any appropriate documentation attesting to its legitimacy, must be sent to the following address:
TIM S.p.A. Corporate Affairs - Vote Ref. Via Gaetano Negri no. 1 20123 MILAN - Italy
As specified above, attendance at the Shareholders' Meeting is permitted only by conferring proxy and/or sub-proxy on the Designated Representative, pursuant to:
in the manner described below.
The Designated Representative may be given a written proxy pursuant to Article 135-undecies of the TUF, without charge for the proxy (except for any shipping costs), with voting instructions on all or some of the proposals on the Agenda. The proxy to the Designated Representative pursuant to Article 135-undecies of the TUF must be conferred by completing and signing the specific Proxy Form to the Designated Representative which will be available from 11 June 2025, in printable and/or editable version, in the section of the website www.gruppotim.it/assemblea dedicated to this Shareholders' Meeting. The duly completed Proxy Form to the Designated Representative, with the relevant written voting instructions, accompanied by a copy of an identity document of the delegating party (or of the legal representative or attorney with suitable powers, together with documentation certifying his qualification or powers), must be received, in original, by June 20, 2025, 11:59 p.m.
Within the same period and in the same manner, proxy and voting instructions may be revoked. It should be noted that the proxy has no effect with regard to proposals for which no voting instructions have been given.
The Appointed Representative may be granted proxies and/or subproxies pursuant to Article 135-novies of the TUF, with voting instructions on all or some of the proposals on the Agenda. Without prejudice to the generic proxy model pursuant to Article 135-novies of the TUF (available immediately), the Designated Representative has reserved the right to make available specific proxy and sub-proxy models for this Shareholders' Meeting. These models will be published in the appropriate section of the website www.gruppotim.it/assemblea, in printable and/or editable version. Proxies pursuant to Article 135-novies of the TUF, accompanied by a copy of an identity document of the delegating party (or of the legal representative or attorney with suitable powers, together with documentation certifying their qualification or powers), must be delivered, by June 23, 2025, at 12:00 p.m., to the law firm Studio Legale Trevisan & Associati, by mail, to the address:
Studio Legale Trevisan & Associati, Viale Majno no. 45
20122 MILAN - Italy,
or by electronic communication, to the certified e-mail address: [email protected], or email: rappresentante[email protected].
Starting from June 3, 2025, the Designated Representative will be available for clarification or information at the above addresses and/or toll-free: 800 134 679 (in working days and hours).
The proposed resolution on the Agenda concerning the amendment of Article 3 of the Articles of Association of TIM, if approved, will legitimise the exercise of the right of withdrawal by the Ordinary Shareholders of the Company who have not contributed to the adoption of the relevant resolution and by Savings Shareholders, pursuant to Article 2437, paragraph 1, letter a) of the Italian Civil Code. Therefore, these Shareholders will be entitled to exercise the right of withdrawal within 15 (fifteen) days from the date of registration of the resolution of the Shareholders' Meeting with the competent Trade and Companies Register; this date will be announced by means of a notice published on the Company's website ("https://www.gruppotim.it/it/investitori/azioni/agm.html") and in at least one nationally distributed newspaper, as well as at the authorised storage mechanism .
In this regard, it is hereby announced that the unit liquidation value of the Company's ordinary shares and savings shares, in relation to which the right of withdrawal should be exercised, has been determined in EUR 0 .2884 and EUR 0 .3295 respectively. The liquidation value was determined, pursuant to Article 2437 -ter of the Italian Civil Code, by the Board of Directors, by reference to the arithmetic average of the closing prices of the Stock Exchange in the six months preceding the publication of the notice calling the Extraordinary Shareholders' Meeting of June 24, 2025. The Company's Articles of Association do not derogate from the criteria laid down by law. The effectiveness of the exercise of the right of withdrawal shall be subject to the following conditions: (i) the Authority competent in the matter of so -called "golden power" pursuant to the legislation referred to in Decree -Law No. 21, of March 15, 2012, converted with amendments by Law No. 56, of May 11, 2012 (as subsequently amended and supplemented) (a) acknowldges that such legislation is not applicable to the case, or (b) does not exercise its special powers with regard to such amendment to the Articles of Association; or the legal term has elapsed without any decision being taken by the Authority and (ii) the amount of money payable to shareholders who have exercised the right of withdrawal does not exceed the amount of EUR 100 ,000 ,000 .
The subscribed and paid -up capital of TIM S.p.A. at May 24, 2025 amounted to EUR 11,677,002,855.10, divided into 15,329,466,496 ordinary shares (with voting rights at ordinary and extraordinary shareholders' meetings of the Company) and 6,027,791,699 savings shares (with voting rights at special category meetings), all without nominal value, of which, as of today, 96,442,802 ordinary treasury shares
Further information on the exercise of the rights due to shareholders is available on the website www.gruppotim.it/assemblea .
The offices of the Company's Registered Office are open to the public on weekdays, from Monday to Friday, from 10:00 a.m. to 1:00 p.m.
For any requests and information are active the e -mail address [email protected] and, on weekdays, from 9:30 a.m. to 12:30 p.m.:
May 24, 2025
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