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Telecom Italia Rsp

Remuneration Information May 26, 2025

4448_rns_2025-05-26_4caa015b-4437-4e7e-b28e-df87b1364018.pdf

Remuneration Information

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AMENDMENTS TO THE 2022-2024 STOCK OPTIONS PLAN

INFORMATION DOCUMENT

Pursuant to art. 84 bis of the Issuers' Regulation adopted by Resolution no. 11971 of 14 May 1999

(The document was approved by the Board of Directors on 23 May 2025 and is available on the Company's website www.gruppotim.it/assemblea)

English translation from the original Italian version

This Information Document highlights, in revision format, the changes to the 2022– 2024 Stock Option Plan approved by the Ordinary Shareholders' Meeting of 7 April 2022, which the Board of Directors submits for approval to the Ordinary Shareholders' Meeting convened for 24 June 2025.

TIM S.p.A.

Registered OfficeHead Offices in Milan at Via Gaetano Negri n. 1

General Administrationmanagement headquarters and Secondary Officesecondary offices in Rome at Corso d'Italia 41Via di Val Cannuta, 182

PEC (Certified electronic mail) box: [email protected]

Share capitalCapital euro 11,677,002,855.10 euros fully paid- up

Information Document 2022-2024 Stock Options Plan Amended

TaxFiscal Code/VAT Registration Numbernumber and registration number

with the Companies Register of Milan Monza-Brianza Lodi Business Register Number 00488410010

2

INTRODUCTION

INTRODUCTORY NOTE

On 2 March 2022May 23, 2025, the Board of Directors of TIM S.p.A. ("Telecom Italia S.p.A. ("Telecom Italia", "TIM",", "TIM", the ""Company"" or the ""Issuer"),"), based on the basis of investigation carried out by the Nomination and Remuneration Committee's preliminary investigation, approved Committee, has resolved to submit for approval to the TIM Ordinary Shareholders' Meeting convened for 24 June 2025 certain proposed amendments to the 2022-2024 Stock OptionsOption Plan (the ""Plan") proposal to the"), approved by the same Ordinary Shareholders' Meeting on 7 April 2022. The amendments to the Plan are intended to integrate the original framework approved by the Ordinary Shareholders' Meeting of 7 April 2022 and, intervening following the assessment already carried out by the Board of Directors regarding the vesting of the Beneficiaries of the right to exercise the options provided for by the Plan (the original Vesting Period having already fully elapsed), must be understood as an update of the information originally provided in light of the circumstance that the Vesting has already taken place.

In particular, the proposed amendments concern:

  • the determination of a different strike price equal to Euro 0.3465 per share (the New Strike Price, as defined below) and the related re-parameterization of the maximum payout achievable by the Non-Ceased Adhering Beneficiaries as defined below (the Modified Maximum Benefit, as defined below);

  • the determination of a different exercise period, which will run from 1 February 2027 to 14 April 2027 for the Non-Ceased Adhering Beneficiaries, as defined below (the New Exercise Period).

The above changes will apply only to Beneficiaries who: (i) as of June 24, 2025 are still bound by an employment or administration relationship with TIM or another Subsidiary (excluding Telecom Italia Sparkle S.p.A.) (the "Relationship") and (ii) decide to adhere to the new rules above, renouncing the previous regulation regarding strike price and exercise period (the "Non-Ceased Adhering Beneficiaries").

Conversely, the proposed changes will not apply to: (i) Beneficiaries with whom as of June 24, 2025 there is no longer an existing Relationship (as well as those who have an existing Relationship with Telecom Italia Sparkle S.p.A.), and who still have rights under the Plan (the "Ceased Beneficiaries"); and (ii) the Beneficiaries with whom a Relationship is in place as of June 24, 2025 and who decide not to adhere to the amendments to the Plan (the "Non-Ceased Non-Adhering Beneficiaries"), for whom the original conditions of the Plan itself will continue to apply.

Following any favorable decision by the Shareholders, the Company will acquire the adhesions to the amendments to the Plan (and to the Implementing Regulation). With respect to the Non-Adhering Non-Ceased Beneficiaries, it is in any case understood that the amendments in question will not apply and the original provisions will remain in force and applicable, as for the Ceased Beneficiaries.

The changes to the Plan were necessary, on the one hand, to take into account some distorting factors that had a significant impact on the significance of the Plan in terms of remuneration and retention objectives (through the change in the Strike Price), on the other hand to relaunch and extend the retention effect and alignment of managers with the interests of shareholders for another almost two years (through the change in the Exercise Period). As for the first point, it is evident that, at the time of setting the Strike Price, the share prices had undergone a significant impact from the announcement by KKR of a possible public purchase offer, complete with an indication of the potential offer price; to this factor, a series of exogenous factors relating to the international context were added to the downward trend in the share price, such that the share has always remained well below the aforementioned Strike Price throughout the vesting period (and still is, despite the positive signals of recent weeks) and this regardless of the extraordinary and significant organizational and operational tools implemented by management. With reference to the second profile, the New Strike Price is balanced by a significant reduction and postponement of the exercise period which commits the management to the continuation and hopefully acceleration of the current trends and the implementation of the industrial plan, as well as the activation of any optionality, including extraordinary ones.

In the Company's opinion, this is a balanced mix of interventions (even more so today in light of the recent stock performance) in full compliance with the interests of the Company and its shareholders.

In this regard, in addition to the documentation and communications published on the occasion of the aforementioned Ordinary Shareholders' Meeting called for 7 April 2022.of 7 April 2022 and the related meeting minutes, available on the Company's website, please refer to the information in the directors' report prepared pursuant to art. 125-ter and art. 114-bis of Legislative Decree no. 58 of 24 February 1998 (the "TUF") available on the same website in the section dedicated to the Ordinary Shareholders' Meeting of 24 June 2025 at www.gruppotim.it/assemblea.

This information document has been(the "Information Document") is drawn up pursuant to art. 84-bis, subsection 1 of the Issuers' Regulations (Regulation adopted with Consob resolution no. 11971/1999 and subsequent amendments)(the "Issuers Regulation") to illustrate the terms and conditions of the Plan defined to date. Information onchanges to the Plan. The information relating to the implementation phase of the Plan, devolved to the competencycompetence of the Board of Directors of Telecom Italia, will in due course be disseminated as set outin due time in the ways provided for by the applicable regulationslegislation.

It should be notedis specified that the Plan qualifies as one "of major significanceparticular relevance" pursuant to articleart. 114-bis, subsectionparagraph 3, of the CLF (Legislative Decree no. 58/1998)TUF and articleart. 84-bis, subsectionparagraph 2, of the Issuers' RegulationsRegulation.

DEFINITIONS

In addition to the other definitions contained in this Information Document, the terms indicated below have the meaning respectively attributed to them

  • Shares The ordinary shares of the Company, without parnominal value, listed on the MTA electronic shareEuronext Milan market organisedorganized and managed by Borsa Italiana.
  • Beneficiaries -– The CEO and the Employees (including any executivemanagers with strategic responsibilities) of the Company and its Subsidiary CompaniesSubsidiaries, to whom the Options will be allocatedhave been assigned, as identified at the discretion of the Board of Directors, including the Ceased Beneficiaries.
  • Maximum Benefit - The capital gain realisable withrealizable in the event of the sale of a number of Shares corresponding to the quantity of targetTarget Options for CEOsthe Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries in each tier, at the conventional price of 1.50 euros per Share, against purchase at the Strike Price.
  • Modified Maximum Benefit The capital gain realizable in the event of the sale of a number of Shares corresponding to the quantity of Target Options for the Non-Ceased Adhering Beneficiaries, at the conventional price of 1.4225 euros per Share, against purchase at the New Strike Price.
  • CEO The General Manager and Chief Executive Officer of TIM: on the date of approval of the Plan by the Board of Directors, Pietro Labriola.
  • Claw-back -– Recovery bythrough cancellation (fullin whole or partialin part) of the Options allocatedassigned and not exercised, in the event of wilful misconductwillful or gross negligence bygrossly negligent conduct of the Beneficiary to the detriment of the Company, ascertained during disciplinary proceedings or in the caseevent of an error in the formulation of the data, which resulted in the that has led to a financial statement restatement of the Financial Statements.
  • Board of Directors -– The pro tempore Board of Directors pro tempore of the Company, which will make all assessments regarding carry out any assessment relating to the Plan, and anytaking the appropriate decisions.
  • Subsidiary Companies EachSubsidiaries each of the companies that are at any given time directly or indirectly controlled by the Company, pursuant to Articleart. 2359 of the Italian Civil Code.
  • Employees The employees– Employees with a permanent employment contractscontract in force with the Company or its Subsidiary CompaniesSubsidiaries with registered offices in Italy on the allocation date of the grant.
  • Group -– The Company and the Subsidiary CompaniesSubsidiaries.
  • Vesting - Assessment– The determination of the exercisability of the Options to a variable extent in light of (i) the correction of the number of Options assigned toat target, represented by the Maximum Benefit or the Modified Maximum Benefit, and (ii) the degree to which of achievement of the Performance Parameters are achieved within the Vesting Period. The assessment will bewas carried out by the Board of Directors atfollowing the meeting to approveapproval of the financial statements documentation (financial and non-financial information) as at 31of December 31, 2024.
  • New Exercise Period The working trading days (i.e. other than Italian national holidays and patronal holidays of the cities of Rome, Milan and Turin) in which the Non-Ceased Adhering Beneficiaries can exercise the Options -, between February 1, 2027 and April 14, 2027 (inclusive), except for the days in which exercise is not permitted by the Regulation.
  • New Strike Price – The price that the Non-Ceased Adhering Beneficiaries will have to pay to TIM for the subscription or purchase of a Share in the event of exercising the Options, equal to €0.3465.
  • Options – The options covered by the Plan, allocatedassigned free of charge and nonnot transferable inter vivos, each of which attributesgrants the right to subscribe or purchase 1 (one) Share under the terms and conditions set out in the Regulation, at a unit price equal to the Strike Price. (in the case of the Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries) or to the New Strike Price (in the case of the Non-Ceased Adhering Beneficiaries).
  • Performance Parameters These They are (i) the cumulative reported EBITDA -– CAPEX indicator for the years 2022-2024 financial years (weight: 70%); (ii) the percentage presence of women in positions of responsibility at the end of 2024 (weight: 15%); (iii) the ratio betweenof renewable electricity andto electricity consumed in the 2024 financial year (weight: 15%), as resulting from the targets included in the Business Plan.
  • Exercise Period Stock market The trading days (i.e. other than Italian national holidays and publicthe patronal holidays inof the cities of Rome, Milan and Turin) in which the Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries can exercise the Options, included in the two-year period starting from the day after the meeting of the Board of Directors approvingthat approved the Group's consolidated financial and non-financial information documentsdocumentation of the Group as atof 31 December 2024, with the exception of the days onin which the exercise is not permitted by the RegulationsRegulation.
  • Vesting Period - The period of time from 1 January 2022 untilto 31 December 2024, consisting of 9 (nine) four-month periods.
  • Business Plan TIM's TIM's 2022-2024 business plan, approved by the Board of Directors on 2 March 2, 2022.
  • Regulations- – The Plan regulations, subject to Board of Directors approval by the Board of Directors, as amended from time to time.
  • Strike Price - The price thethat the Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries must pay to TIM in order to subscribefor the subscription or purchase oneof a Share if they exercisein the event of exercising the Options, equal to €0.424 euros.
  • Successor Company: any company that is the beneficiary of a demerger of benefiting from a TIM spin-off or the transferee oftransferred a TIM business unit of TIM.

1.1. BENEFICIARIESRECIPIENTS

The Plan is reserved for the CEO and members of Groupthe Group's management, as identified byat the Board of Directors at its discretion of the Board of Directors, following the approval of the Plan by the Ordinary Shareholders' Meeting, from of 7 April 2022, among the Employees deemed worthy of incentives, recognition and retention based on the basis of management considerations.

1.1. 1.1. NamesIndication of the names of the Beneficiaries who are members of the Board of Directors of the Issuer or, of the Issuer'scompanies controlling companies or the Subsidiary Companiesthe Issuer and of the Subsidiaries

The Beneficiaries will bewere identified by the Board of Directors among the Employees following the approval of the Plan by the Ordinary Shareholders' Meeting, without prejudice to of 7 April 2022, with the inclusion of the CEO.

1.2. 1.2. Categories of employees or collaborators of the Issuer orand of the Issuer'scompanies controlling companies or the Subsidiary Companiesthe Issuer or its Subsidiaries

See the provisions ofPlease refer to paragraph 1.1.

1.3. 1.3. Indication of the names of the Beneficiaries inbelonging to the groups indicated in point 1.3, letters a), b) and c) of Annex 3A, ChartScheme 7, of the Issuers' RegulationsIssuers Regulation

See the provisions ofPlease refer to paragraph 1.1.

1.4. 1.4. Description and numerical indication of the Beneficiaries, separated for the categories indicated in point 1.4, letters a), b) and c) of Annex 3A, ScheduleScheme 7 of the IssuerIssuers Regulation

See the provisions of Please refer to paragraph 1.1. The total number of beneficiaries..

It is estimated at 140that the actual number of Beneficiaries to whom Options have been assigned is equal to 142 total units.

2.2. REASONS FOR ADOPTING THE ADOPTION OF THE PLANSPLANS

2.1. 2.1. Objectives that are intended to be achieved by applicationthrough the attribution of the Plan

The goalobjective of the initiative, followingin a logic of motivation and retention, iswas to incentiviseincentivize the Beneficiaries to create value for Companythe Company's shareholders, aligning the interests of management with the interests of TIM shareholders, in terms of achieving qualified Business Plan objectives of the Industrial Plan and growth in value of the Share value in the medium term. The Plan also aims to ensureset itself the objective of ensuring the possibility of attracting new managers from outside, depending onin function of the implementation of the BusinessIndustrial Plan.

2.2. 2.2. Key variables, including in the form of performance indicators, considered for the purpose of the applicationpurposes of attributing the Plan

The allocationassignment of the Options (, which took place in a discretionary and free of charge) will depend onmanner, was carried out taking into account the strategic natureimportance of the Beneficiaries with respect to the implementation of the Industrial Plan, as assessed at the discretion of the Board of Directors.

2.3. 2.3. Elements involved in determining underlying the determination of the amount of remunerationcompensation based on financial instruments, or the criteria for its determination

The number of Options allocatedgranted to Beneficiaries, other than the CEO, will bewas determined by the Board of Directors through their discretionary and unquestionable inclusion of them in three pay opportunity tiersbands in relation to the contribution and impact of the role held on the company's strategic objectives.

The quantity of targetTarget Options will bewas equal to n. 24,000,000 for the CEO (corresponding to a Maximum Benefit of 25,824,000 euros). and a Modified Maximum Benefit of the same amount).

The maximum number of targetTarget Options allocatedto be granted to the remaining Beneficiaries will bewas equal to:

  • − − n. 6,250,000 Options for first-tierthe Beneficiaries of the first tier (corresponding to a Maximum Benefit of 6,725,000 euros and a Maximum Modified Benefit equal to the same amount);
  • − − n. 3,125,000 Options for second-tierthe Beneficiaries of the second tier (corresponding to a Maximum Benefit of 3,362,500 euros and a Maximum Modified Benefit equal to the same amount);
  • − − n. 520,000 Options for third-tierthe Beneficiaries of the third tier (corresponding to a Maximum Benefit of 559,520 euros and a Maximum Modified Benefit equal to the same amount),

subject to re-proportioning in the event of allocationassignment after 31 August 2022 and subjectwithout prejudice to the Maximum Benefit limit of the Maximum Benefit and the Maximum Modified Benefit.

The re-proportioning will take place , where applicable, occurred starting from the allocationsassignments after 31 August 2022, considering six four-monthly allocationassignment windows, sosuch that the quantities of targetTarget Options will bewere reduced to :

− - 7/9 of the above quantities cited above for allocationsassignments made from 1 September to 31 December 2022;

− - 6/9 of the above quantities cited above for allocationsassignments made betweenfrom 1 January andto 30 April 2023;

− - 5/9 of the above quantities cited above for allocationsassignments made from 1 May to 31 August 2023;

− - 4/9 of the above quantities cited above for allocationsassignments made from 1 September to 31 December 2023;

− - 3/9 of the above quantities cited above for allocationsassignments made betweenfrom 1 January andto 30 April 2024;

− - 2/9 of the above quantities mentioned above for allocationsassignments made from 1 May to 31 August 2024.

No

The assignment of Options will be allocated afterwas not permitted starting from 1 September 2024.

The above

For the Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries, the aforementioned target quantities (possibly re-proportioned as above) will bewere not subject to a downward adjustment where redetermination since the normal value1 of the Share at Vesting iswas not higher than 1.50 euros (conventional value for the determination of the Maximum Benefit): so-called Adjusted Target. For example, given a Maximum Benefit for the CEO ofequal to 25,824,000 euros:

(delta between 1.50 euros and Strike Price) x no. 24,000,000 in the event of a Normal Value at Vesting ofMaturity equal to 2 euros per Share, the Adjusted Target Options for the CEO will bewould have been equal to: 25,824,000 euros: (2 euros -– 0.424 euros) = 16,385,787 Options

2.4.

For the Non-Ceased Adhering Beneficiaries to whom the New Strike Price and the Modified Maximum Benefit apply, the economic value of the Maximum Benefit does not change.

2.4. Reasons for adopting remunerationunderlying any decision to grant compensation plans based on financial instruments not issued by the Issuer

Not applicable.

2.5. 2.5. Evaluation ofAssessments regarding significant taxfiscal and accounting implications that have influencedaffected the designdefinition of the Plan

1 The "normal value" is the arithmetic mean of the official Share price recorded from the stock exchange trading day preceding the dies a quo until the thirtieth previous ordinary calendar day (both inclusive) on the Electronic Share Market organised and managed by Borsa Italiana S.p.A., using as a denominator only those days to which the prices used for the basis of the calculation apply, rounded to two decimal places, and without prejudice to application of appropriate correction factors as per market practice.

There have beenwere no significant taxfiscal and accounting implications that have influencedaffected the designdefinition of the Plan.

2.6. 2.6. AnyPossible support forof the Plan fromby the specialSpecial Fund for encouraging employee ownershipthe encouragement of firmsworker participation in companies, pursuant to Article 4, subsectionparagraph 112, of Law no. 350 of 24 December 2003, n. 350

The Plan does not receive support offrom the specialSpecial Fund to provide incentives for the employees' shareholdings in the enterprisesencouragement of worker participation in companies.

3. APPROVAL PROCESS AND TIMETABLE FOR ALLOCATION OF THE INSTRUMENTS

3. 3.1. APPROVAL PROCESS AND TIMING FOR ASSIGNING TOOLS

3.1. Scope of the powers and functions delegated by the Shareholders' MeetingAssembly to the Board of Directors for the implementationpurpose of implementing the Plan

On the basis of the preliminary examinationBased on the investigation carried out by the Nomination and Remuneration Committee, on 2 March 2022 the Board of Directors resolved to submit the initiative to the Ordinary Shareholders' Meeting of 7 April 2022,

− - in thean ordinary session, for authorisationthe authorization of the Plan pursuant to and for the purposes of art. 114-bis of the CLFTUF, as well as - to the extent necessary - for the accomplishment - as required - of the performance of acts to dispose of disposal on the Treasury shares availableShares from time to time present in the Company'sCompany's portfolio, from time to time, ifwhere the Board of Directors should considerdeems it appropriate to serviceserve the Plan with the Treasury Shares available to the Company;

  • in thean extraordinary session for the issue of new Conversion Shares.

− Following the verification of the new conversion sharesVesting of the Options, the Board of Directors resolved to submit certain amendments to the Plan, described in this Information Document, to the examination of the Ordinary Shareholders' Meeting convened for 24 June 2025.

The powers delegated to the Board of Directors include:

− powers to approve− the approval (and eventually update)possibly the updating) of the Plan regulationsRegulations and any other supporting documentation accompanying the same;

− − the discretionary identification of the Beneficiaries, upon the proposal of the CEO;

− − the inclusion of the Beneficiaries, other than the CEO, in the various allocation tiers.

bands. The Board of Directors mayhas been able to delegate to the CEO to identify the identification and includeinclusion of the Beneficiaries in the various allocation tiers.bands;

3.2. Persons charged with administering the Plan and their functions and duties

The Board of Directors is assigned responsibility− to be able to use, to service the Plan, the ordinary shares already issued, to be purchased or already in the Company's portfolio or to identify other methods for creating the necessary provision.

3.2. Responsibilities for the administration of the Plan, availing and their function and competence

The administration of the Plan is entrusted to the Board of Directors, which will avail itself of the corporate functions for thosethe aspects withinof their competence, and may also delegate someto the CEO part of its powers to the CEO with respect to Beneficiaries other than the CEO himself.

3.3. Procedures for revising the Plan, including with regard to any changes in the

underlying objectives

3.3. Procedure esistenti per la revisione del Piano anche in relazione a eventuali variazioni degli obiettivi di base

In the event of extraordinary transactions involving the Company, as well as extraordinary situations not envisagedforeseen in the Plan Regulations, the Board of Directors shallwill make any amendmentsthe changes and additions to the Plan that it deemsdeemed necessary and/or appropriate in order to keep the essential contents of the Plan (in material and economic terms) as unchanged as much as possible, (in substantial and economic terms), also acting -– if necessary, and to the extent ofthat it has the availability -– on the constituent documents of the Successor Companies.

3.4. 3.4. Description of howthe methods through which to determine the availability and allocationassignment of the Shares on which the Plan is based will be determined

In order to implement the Plan, the Beneficiaries will be allocated Options to subscribe to newly issued Shares or to purchase treasury Shares at the Company's disposal at the Strike Price, at a ratio of one Share for each Option exercised, in the maximum number ascertained at the time of Vesting.

3.5. Newly issued Shares or already issued Own Shares may be used to service the Plan and purchased (in addition to those already in the portfolio as per the following paragraph), without prejudice to the fact that the Board of Directors also reserves the right to identify other methods in order to create the necessary funds to service the Plan.

The Board of Directors has resolved to submit to the Ordinary Shareholders' Meeting on 24 June the proposal for authorization to carry out acts of disposal on the Treasury Shares present from time to time in the Company's portfolio and reserves the right to submit in the future to the Ordinary Shareholders' Meeting any authorizations for the purchase (as well as the disposal) of Treasury Shares to service, among other things, the Plan..

3.5. Role played by each director in determining the characteristics of the Plan; any conflictconflicts of interest involving the directors concernedinvolved

The Beneficiaries of the Plan include the CEO. The boardBoard resolutions to allocatefor the attribution of the Options to the same (or to revisefor the revision of the Plan) shallhave been adopted, or will be adopted, in compliance with the applicable regulatory provisions.

3.6. 3.6. Date of the decision taken byof the competent body to submitpropose the approval of the Plan to the Shareholders' Meeting Assembly and of the proposal of the Nomination and Remuneration Committee

The NominationAppointments and Remuneration Committee structuredprepared the architecture of the Plan at itsin the meetings onof 11, 18, 25 and 28 February 2022, reporting on its workthe activity carried out to the fullplenum of the Board for a firstan initial resolution at itsin the meeting of 21 February 2022 and then finallyconclusively on 2 March 2022. On that occasion, the Board of Directors approved the calling of the Ordinary Shareholders' Meeting on 7 April 2022 to take for the adoption of the decisions described in paragraph 3.1. Following the verification of the Vesting of the Options, the Nomination and Remuneration Committee carried out a specific investigation into the amendments to be made to the Plan and described in this Information Document, finally formulating the relevant proposal to the Board of Directors at the meeting on 19 May 2025. The Board, having acknowledged the results of the investigation, therefore resolved on 23 May 2025 to submit the amendments referred to in this Information Document for approval by the Ordinary Shareholders' Meeting convened for 24 June 2025.

3.7.

3.7. Date of the decision taken byof the competent body concerningregarding the awardallocation of the financial instruments and of any proposal made to suchthe aforementioned body formulated by the Nomination and Remuneration committee, if anyCommittee

The Plan and the instrumentstools for its implementation shall bewere submitted to the Shareholders'Ordinary Shareholders' Meeting of 7 April 2022. Following the Shareholders' Meeting, in the event of approval of the Plan and of the related ancillary resolutions, the Board of Directors shall make theSubsequent to this Meeting, the Board of Directors (i) assigned the Options to the Beneficiaries on 4 May 2022, (ii) ascertained the Vesting of the Options by the Beneficiaries on the basis of the level of achievement of the Performance Parameters on 14 April 2025, and in any case will take further decisions relevant to the implementation of the Plan itself, subject to the preliminaryfollowing investigation ofby the Nomination and Remuneration Committee, in compliance with the applicable rulesregulations depending on the statusquality of the Beneficiaries.

3.8. 3.8. Market price of the Shares, recorded on the aforementioned dates

The official price of the Shares on the Electronic Share Market (MTA) organisedEuronext Milan market organized and managed by Borsa Italiana S.p.A. was as follows:

  • − 11− February 11, 2022 -– euro 0.422 euros
  • − 18− February 18, 2022 -– euro 0.410 euros
  • − 21− February 21, 2022 -– euro 0.398 euros
  • − 25− February 25, 2022 -– euro 0.379 euros
  • − 28− February 28, 2022 -– euro 0.376 euros
  • − 02− March 2, 2022 -– euro 0.341 euros.

3.9. Time limits and procedures by which the Issuer, in identifying the calendar for the allocation of the instruments to implement the Plan, takes into account the possible timing coincidence of: (i) that award or any decisions taken in this regard by the Nomination and Remuneration Committee; and (ii) the disclosure of any relevant information pursuant to Article 17 of Regulation (EU) No. 596/2014

  • May 4, 2022 euro 0.271 - May 19, 2025 – euro 0.385 - May 23, 2025 – euro 0.384
  • 3.9. Termini e modalità con cui l'Emittente tiene conto, nell'ambito dell'individuazione della tempistica di assegnazione degli strumenti in attuazione del Piano, della possibile coincidenza temporale tra: (i) detta assegnazione o le eventuali decisioni assunte al riguardo dal Comitato per le nomine e la remunerazione; e (ii) la diffusione di eventuali informazioni rilevanti ai sensi dell'art. 17 del regolamento (UE) n. 596/2014

The decisions regarding the allocationassignment and verification of the Vesting of the Options will be takenwere taken as detailed in the previous paragraph 3.7 by the Board of Directors at one or more sessions afterfollowing approval of the initiative by the Shareholders'Ordinary Shareholders' Meeting, after having obtained the opinion of the Nomination and Remuneration Committee and if necessary of the Board of Statutory Auditors of TIM, where with respect to the holders of special officesroles within the Company's Board of Directors are amongof the BeneficiariesCompany.

Moreover, the Options will bewere not exercisable on Vesting, not immediately;, but only upon Vesting and in the Exercise Period or in the New Exercise Period, as the case may be, therefore the Company does not envisage taking plan to prepare any particular precautions regarding the above-mentionedsafeguards in relation to the situations.

  1. CHARACTERISTICS referred to above, also taking into account that the Beneficiaries are required to comply with the provisions on privileged information and internal dealing provided for by the applicable legislation and regulations, and that the Regulation provides inter alia the days on which the exercise of the FINANCIAL INSTRUMENTS ALLOCATEDOptions is not permitted.

4.4.1. CHARACTERISTICS OF THE ATTRIBUTED TOOLS

4.1. Description of howthe forms in which the Plan is structured

The Plan provides for the Options to be allocated to the Beneficiaries free of charge.assignment of Options to the Beneficiaries. This shall take placeoccurs on a personal basis and the Options allocated may not assigned cannot be transferred or subjectsubjected to restrictions or constitutebe the purposeobject of acts of disposaldisposition inter vivos for any reason whatsoever.

4.2. 4.2. Indication of the period of actual implementation of the Plan, with reference also to any different cycles envisagedforeseen

The Plan envisagesprovides for a single Option allocation cycle of assignment of Options, without prejudice to the possibility for the Board of Directors to allocateassign Options during the Vesting period, and until 31 August 31, 2024, for a maximum target number of 234,330,000 Options.

FollowingAfter the Vesting and during the , respectively, the Exercise Period and the New Exercise Period, the Options maywill not be exercisedexercisable in the 30 days preceding the approval by the Board of Directors of the financial statements for the year and the half-yearly report of the Company and in the 15 days preceding the approval by the Board of Directors of the explanatory report illustratingof the results of the first and third quarters of the financial year. The RegulationsRegulation will allow the discretionary establishment, by the Board of Directors, at their discretion, to setof extraordinary suspensionlockin periods.

4.3. ExpirationPlease note that the New Exercise Period applicable to Non-Ceased Adhering Beneficiaries has been set in the period between 1 February 2027 and 14 April 2027.

4.3. End of the Plan

The Plan will expire for the Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries on the one hand, and for the Non-Ceased Adhering Beneficiaries on the other hand, respectively at the end of the Exercise Period, apart from forfeiture and the New Exercise Period, unless the Options in the course of Vesting or Exercise Period or New Exercise Period are forfeited or Claw Back of the Options during the Vesting or Exercise Period.

4.4. 4.4. Maximum number of financial instruments also, including in the form of Options, allocatedassigned in each fiscal year in relation to the persons individuallysubjects identified by name or to the categories specifiedindicated

IdentificationThe identification of the Beneficiaries and allocationthe assignment of the Options to them will bewere carried out by 31 August 31, 2024.

The maximum target number of Options that may be allocatedattributable to the Beneficiaries by that date iswas equal to 234,330,000, resulting infor a consequent maximum number of exercisable Options (in the event thatof failure to apply the correctioncorrective measures for exceeding the Maximum Benefit is not appliedor the Modified Maximum Benefit and of finalization of each of the Performance Parameters is set at the maximum level) ofequal to 257,763,000.

4.5. 4.5. PlanMethods and clauses for implementing procedures and clausesthe Plan, specifying ifwhether the actual allocationattribution of the financial instruments is dependent onsubject to the occurrence of conditions being met, or on the achievement of specificcertain results, including performance results

The Options will becomebecame exercisable, subject to the Board of Directors' assessment on 14 April 2025 of the level of achievement of the Performance Parameters, at the end of the Vesting Period. period.

In particular:

  • −- exercising the exercisability of 70% of the Adjusted Target Options will be subject towas conditional on the achievement of the Performance Parameter represented by the cumulative reported ebitda-capexEBITDA– CAPE for the 2022-2024 financial years, as set out inper the BusinessIndustrial Plan, with a variation range ranging from -10% (achievement of 80% of the targetobjective as set out inper the BusinessIndustrial Plan) to +10% (achievement of 120% of the targetobjective as set out inper the BusinessIndustrial Plan), with linear interpolation for intermediate levels of achievement of the Performance Parameter. IfIn the event of a level of achievement of the Performance Parameter achievement level is lower than 80% of the Businessobjective as per the Industrial Plan target, the corresponding Options shall lapsewould have expired without compensation;
  • −- the exercisability of 15% of the Adjusted Target Options is subject towas conditional on the Performance Parameter represented by the percentage presence of women in positions of responsibility at the end of 2024, outon

the total number of all holders of positions of responsibility, as set out inper the BusinessIndustrial Plan, with a variation range that goes from -10% (25% of women out ofon the total number of holders of positions of responsibility) to +10% (28% of women out ofon the total number of holders of positions of responsibility); the target level for thisof the parameter is equal to 27% of women out ofon the total number of holders ofin positions of responsibility.;

With respect to the indicator "percentage presence of women in positions of responsibility", "positions of responsibility" means: formalised positions formalized in the company organisationorganization.

IfIn the event of a percentage presence of women in positions of responsibility at the end of 2024 is lesslower than 25%, the corresponding Options will lapsewould have lapsed without compensation.

−- the exercisability of 15% of the Adjusted Target Options is subject towas conditional on the Performance Parameter represented by the ratio betweenof renewable electricity andto electricity consumed in the financial year 2024 financial year, as set out inper the BusinessIndustrial Plan, with a variation interval rangingrange from -10% (75% of renewable electricity) to +10% (83% of renewable electricity); the target level of the parameter is equal to 80% of renewable electricity.

The indicator ""ratio betweenof renewable electricity and consumedto electricity" consumed" is defined as follows: MWh from renewable sources self-produced and purchased renewable sources divided by total MWh consumed.

IfIn the event of a ratio betweenof renewable electricity andto electricity consumed in the 2024 financial year is lesslower than 75%, the corresponding Options will lapsewould have expired without compensation.

The cumulative reported ebitda-capexEBITDA-CAPE indicator iswas calculated as the difference between the cumulative values, for the period 2022-2024 of the reported ebitda, of the TIM GroupGroup's reported EBITDA and the capex of the TIM Group,Group's CAPEX as defined below:

• ebitda• reported, namely EBITDA, i.e. operating profit (loss)result before depreciation and amortization, capital gains/(losses) and impairment reversals/(losses) onwrite-backs/(write-downs) of 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 expensespersonnel costs and other operating costs, changechanges in inventories and assets created internally. This realized activities. It is an indicator is used by TIM as a financial target in internal presentations (business planplans) and in external presentations (to analysts and investors). It) and represents a useful unit of measurement for evaluating the evaluation of theGroup's operating performance of the Group.. The target reported target value will be sterilisedsterilized according to the same criteria defined for the annual variable incentivesincentive (MBO).

• • capex (capital expenditures) represent the Group'sGroup's investments in fixed assets (tangible and intangible) operative fixed assets. Financial investmentsof an operational nature. Investments of a financial nature are therefore excluded. The target reported target value will be sterilisedhas been sterilized according to the same criteria defined for the annual variable incentivesincentive (MBO) in addition to any differences with respectcompared to the value of the licenceslicenses already included in the Budget and Plan 2022-2024 Plan. .

The value of the cumulative ebitda-capex reported ebitda-capex as per Businessto the Industrial Plan for the years 2022-2024 iswas equal to 3,994.6 million euros.

The Plan regulations will provide for the possibility for the Board of Directors to resolve on the acceleration of the Vesting (and the immediate exercisability) of the Target Options, in the event of a public offer on the Shares. If, as a result of a public offeroffering, a subjectparty acquires legal control of the Company, the acceleration of the Vesting will be accelerated automatically (with immediate exercisability of the targetTarget Options). ) will be determined automatically.

4.6. Information onIt should be noted that in implementation of the Plan, a total of 196,144,979 Target Options have been assigned, and that at the Maturation, based on the actual level of achievement of the Performance Parameters as better indicated below, 212,738,790 Options have matured.

4.6. Indication of any restrictionsavailability constraints on the disposability of the Options or on the Shares deliveredresulting from thetheir exercise of the Options

The Options will be allocatedgranted to the Beneficiaries onin a personal basiscapacity, and may not be transferred or subjectedsubject to restrictions or be the subject of acts of disposaldisposition inter vivos.

Following the exercise of the Options being exercised (to the maximum extent toin which they may be exercised at Vestingthe exercise is or will be permitted at the Maturity or at the start date of the New Exercise Period, in application of the correctioncorrections related to the Maximum Benefit and the Modified Maximum Benefit and depending on Performance Parameters'the level of achievement level), againstof the Performance Parameters), in exchange for payment of the Strike Price or, as the case may be, the New Strike Price, the Beneficiaries will receive Shares with regular dividend entitlementenjoyment, at the rate of one Share for each Option exercised, with no restrictions onwithout availability constraints.

4.7. 4.7. Description of any resolutory conditions which apply in relation to the allocation under that may result in termination of the Plan in the event that the Beneficiaries engage inrecipients carry out hedging transactionsoperations to neutralise any prohibitions on the sale of the Options, or of the Shares derivingresulting from thetheir exercise of such options

Not applicable.

4.8. 4.8. Description of the effects produceddetermined by the termination of the employment relationship

The Options will lapseexpire without any compensation upon termination of the Beneficiary's employment relationship of the Beneficiary with TIM, its Subsidiaries and/or Successor Companies during the Vesting period.

Exceptions to this rule are were made in the cases of early Beneficiary premature death of the Ceased Beneficiary (with exercise of the Options exercisable by the heirs) or interruption of the relationship due to (i) retirement; (ii) total and permanent disability; (iii) consensual termination by mutual consent (excluding voluntary resignation), provided that the interruptioninterrupting event occurs on or after 1occurred starting from January 1 of the year following allocation.the assignment, as well as (iv) the Ceased Beneficiaries as employees of FiberCop S.p.A. In these cases, the Options will be subjectare susceptible to Vesting (without any Vestingdetermining acceleration of the Vesting), in a number reduced number in proportion to the fullentire four-month periods which have already elapsed sincefrom the allocationassignment date until the interruptioninterrupting event occurred in Tim and Subsidiaries or in FiberCop S.p.A. (and for a fullan entire year forwith respect to the Ceased Beneficiaries allocatedassigned Options prior to 1 September 1, 2022).)

It is understood that, in any other case of termination of the Beneficiary's employment relationship of the Ceased Beneficiary with TIM, its Subsidiaries or Successor Companies, the Options shall be forfeited. Ifhave lapsed. In the event of sending a notificationletter of disciplinary proceedings is sent, the right to exercise the Options will be suspended dispute, and until the moment of receipt of the communication announcingwith which the relevant sanction to be appliedis imposed (with possible application of the Claw Back) or it is reported that no sanction will be appliedimposed, the right to exercise the Options has remained and will remain suspended.

4.9. It is also understood that (i) the Ceased Beneficiaries between the end of the Vesting Period and the date of June 24, 2025 will be able to exercise the Options in full (provided they have ceased in the cases indicated above for which vesting during the Vesting Period is possible), as well as the Non-Adhering Ceased Beneficiaries, and (ii) the Ceased Beneficiaries (as well as the Non-Adhering Non-Ceased Beneficiaries) will be able to exercise the Options in the Exercise Period and by paying the Strike Price (with application, therefore, of the original terms and conditions of the Plan). With reference to the Non-Ceased Adhering Beneficiaries, the Options will expire without any compensation upon termination of the employment relationship with TIM, its Subsidiaries and/or Successor Companies prior to February 1, 2027. Exceptions are cases of premature death of the Non-Ceased Adhering Beneficiary (with the exercisability of the Options by the heirs) or termination of the relationship due to (i) retirement, (ii) total and permanent disability; in these cases there will be no reduction in the options; (iii) consensual termination, the number of Options exercisable within the accrued Options of which will be the subject of an agreement between the parties. In the event of voluntary resignation, all options will be lost. In all these cases, the Options will in any case be exercisable exclusively in the New Exercise Period. It is understood that, in any different case of termination of the employment relationship of the Non-Ceased Beneficiary Member with TIM, Subsidiaries or Successor Companies, before 1 February 2027 the Options will lapse.

4.9. Indication of any other groundspossible causes for cancellingcancellation of the Plan

The Board of Directors shall be attributedis granted all the powers required to implement the Plan, making all amendments/supplements to it as are any changes and/or additions necessary to pursueachieve the objectives that the Plan is intendedintends to achieve, including when in the event of changes to the applicable regulations changelegislation or extraordinary situations not envisagedforeseen in the Regulations arise.

4.10. 4.10. Reasons for an option for the possible provision of a "redemption", by the company to "buy back", of the financial instruments underlyingcovered by the plan, introducedarranged pursuant to articleArticles 2357 et seq. of the Italian Civil Code

The planPlan does not provide afor any right of repurchaseredemption by the Company.

4.11. Any loans or other facilities to be granted for the purchase of Shares pursuant to

Article 2358 of the Italian Civil Code

4.11. No loans or other facilities will be benefits that are intended to be granted for the purchase of the Shares pursuant to art. 2358 of the Civil Code

No loans or other benefits are provided for the purchase of the Shares pursuant to Article 2358 of the Civil Code.

4.12. 4.12. IndicationAssessments of the cost the Company is expected to incurburden for the Company at the timedate of the allocationassignment, as may be

determineddeterminable on the basis of theterms and conditions already defined terms, for overall amount and conditions, in total and for relation to each financial instrument

AtAs of the date of this document, it is not possible to indicate the exact Plan cost amount of the Plan burden for the Issuer, as this cost depends on remains linked to the number of Options to be allocated, determined inactually vested and subsequently exercisable by the manner described aboveBeneficiaries, taking into account the proposed amendments.

Pursuant to IFRS 2 (Share-based paymentsPayments), the Company and, where applicable, each Subsidiary or Successor Company will recognise recognize, for the portion of their respective competence, throughout the vesting period the fair value of the Options allocated over the vesting period for the portion attributable to them.granted. This amount will be recognisedrecognized pro-rata temporis in the separate profit and loss accountincome statement throughout the vesting period with an item inamong personnel costs as a counterentrycounterpart to a net equity reserve. TheseThe expenses recognisedthus recognized among the personnel costs maywill be deducteddeductible for IRES (corporate income tax) purposes by the Company and by each Subsidiary with registered officesoffice in Italy, for the portion pertaining to it. of their respective competence where it is possible to apply the IFRS 2 principles, in accordance with the regulations applicable from time to time.

4.13. 4.13. Indication of any capital dilutiondilutive effects causedon the capital determined by the Plan

If the entire Plan shouldwere to be servicedserved in its entirety by newly issued Shares, and it should be determined that a maximum number of 257,763,000all 212,738,790 vested Options couldwere to be exercised, the issueissuance of a maximum of 257,763,000212,738,790 new Shares would havedetermine a dilutiondilutive effect of 1.19% ofequal to approximately 1% with respect to the total capital and 1.65% ofapproximately 1.39% with respect to the ordinary shares of the Company alone as at 31 December 2021at the date of approval of this Information Document by the Board of Directors.

4.14. Any restrictions on the exercise of voting right or the attribution of property rights

No restrictionsIn addition, the Company's own Shares held from time to time in its portfolio may be used to service the Plan, in this case without dilutive effects. The Board of Directors has resolved to submit to the Ordinary Shareholders' Meeting of 24 June 2025 the proposal for authorization to perform acts of disposal on the Treasury Shares from time to time present in the Company's portfolio and reserves the right to submit in the future to the Meeting any authorizations for the purchase (as well as the disposal) of Treasury Shares to service, among other things, the Plan, without prejudice to the fact that the Board of Directors also reserves the right to identify other methods in order to create the necessary provision to service the Plan.

The Board of Directors reserves the right, in the event of impossibility of assigning the Shares to the Beneficiaries, to pay the Beneficiaries a sum of money in place of the same, calculated on the basis of the arithmetic mean of the official prices of the Company's Shares recorded on Euronext Milan in the thirty days preceding the Vesting Date.

4.14. Any limits provided for the exercise of the right to vote and for the attribution of property rights

There is no limit on the exercise of the right to vote and on the exercise of voting rights or the attribution of the property rights inherent to the Shares acquired throughderiving from the exercise of the Options are anticipated...

4.15. 4.15. IfIn the event that the shares are not traded on regulated markets, all theany information needed to properly assessuseful for a complete assessment of the value attributedattributable to them

Not applicable.

4.16. 4.16. Number of financial instruments underlying each Option

Each Option will entitlegive the holderright to subscribe tofor a newly issued Share (or to purchase an a pre-existing Share, already held in the Company's portfolio) againstupon payment of the Strike Price, based on Regulation terms and or the New Strike Price, according to the conditions.

4.17. Expiry and terms of the Regulations.

4.17. Expiration of Options

Please refer to the previous paragraphs 4.3 and 4.8 above.

4.18. 4.18. ProceduresMethods, timing and clauses for exercising the Options

SeePlease refer to the provisions of precedingprevious paragraphs 4.2 ande 4.5.

4.19. 4.19. Strike priceExercise Price of the Options

TheFor the Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries, the Strike Price is equal to 0.424 euros per Share and has beenwas calculated as the weighted average of the official marketlisting price of TIM'sthe TIM ordinary SharesShare and savings sharesShare on the electronic sharestock market organisedorganized and managed by Borsa Italiana S.p.A. in the quarter December 2021-February 2022. While, for the Non-Ceased Adhering Beneficiaries, the New Strike Price is equal to 0.3465 euros per Share and was calculated as the weighted average of the official listing price of the TIM ordinary Share and savings Share on the electronic stock market organized and managed by Borsa Italiana S.p.A. in the 30 trading days preceding the date of the Board meeting of 23 May 2025.

4.20. 4.20. IfIn case the strikeexercise price is not the same asequal to the fair market value, the reasons for thissuch difference

The method of determining the Strike Price and the New Strike Price is intended as a tool for synthetically valuing Companythe Company's equity (in both its ordinary and savings share components) priorat the "current" values" with respect to the approval of the Businessby the Board of Directors of these amendments to the Plan, the implementation of which is rewarded by Plan incentivesfollowing the reasons set out in the introduction to the Information Document.

4.21. 4.21. Criteria used ason the basis for expecting of which different strikeexercise prices are envisaged between various partiessubjects or various categories of Beneficiaryrecipient subjects

Not applicable.

4.22. The New Strike Price is intended as a reward element for Non-Ceased Adhering Beneficiaries.

4.22. In the event that the financial instruments underlying the Options are not traded intradable on regulated markets, indication of the value attributable to the underlying financial instruments or the criteria for determining suchthe value

Not applicable.

Not applicable.

4.23. 4.23. Criteria for the adjustments made necessary following extraordinary operations on the capital transactions and other operations entailing a changetransactions involving changes in the number of underlying instruments

SeePlease refer to the provisions of precedingprevious paragraph 3.3.

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Information about***

For the implementation of the Plan and the data specified in the summary table pursuant to articleArticle 4.24, Annex 3A of the Issuer Regulations, will be provided atto the Issuers' Regulation, please refer to the Report on the remuneration policy for the times2025 financial year and inon the ways set outcompensation paid in the applicable law.2024 financial year..

Information Document 2022-2024 Stock Options Plan Amended

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