AGM Information • Dec 22, 2025
AGM Information
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TIM S.p.A. Head offices in Milan Via Gaetano Negri no. 1 Headquarter and Secondary Office in Rome Via di Val Cannuta no. 182 PEC address: [email protected] Share capital euro 11,677,002,855.10 fully paid up Tax Code/VAT number and Company's register of Milano-Monza Brianza-Lodi 00488410010
The Special Meeting of Savings Shareholders of TIM S.p.A. ("TIM" or the "Company") is convened (in a single call) on January 28, 2026, at 1:00 PM (or in any case at the conclusion of the General Meeting of Ordinary Shareholders of TIM convened, both ordinary and extraordinary, for the same day) in Milan, Via Gaetano Negri no. 1, with the following:
Without prejudice to the procedures for prior exercise of voting rights specified below, participation and voting rights at the Shareholders' Meeting will be conducted, in accordance with the laws and regulations in force from time to time, exclusively through the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree No. 58 of February 24, 1998 (the "TUF"), identified as the law firm Trevisan & Associati of Milan (the "Designated Representative"), or his/her substitutes in the event of impediment. The Designated Representative may also be granted proxies and/or sub-proxies pursuant to Article 135 novies of the TUF. Please note that Directors, Auditors, the meeting secretary, and the Designated Representative may participate in the meeting proceedings via telecommunication, without the Chairman and the secretary needing to be in the same location.
The procedures for conducting the Meeting may be supplemented and/or modified, subject to prior notice from the Company, to be communicated to Shareholders and the public with sufficient advance notice and in the same manner as the notice of the meeting.
Any person for whom the relevant intermediary sends the Company the appropriate communication certifying entitlement to the right as of January 19, 2026 (the record date) is entitled to attend and vote at the Meeting. Those who become shareholders after that date will not be entitled to attend and vote at the Meeting.
The communication from the relevant intermediary must reach the Company by the end of the third trading day preceding the date set for the Shareholders' Meeting (i.e., by January 23, 2026). The right to attend and vote remains intact even if the communication is received by the Company after this deadline, provided it is received before the start of the Shareholders' Meeting.
Shareholders holding shares on deposit with the Company must use the usual communication channels available to them.
Shareholders who collectively represent at least 2.5% of the capital represented by savings shares and who are entitled to exercise their right in the manner established by the applicable regulations may submit resolution proposals on items already on the Agenda and request additions to the Agenda.
The request and a report explaining the reasons for the request, along with a copy of the applicant's identity document (or that of the legal representative or authorized representative, along with documentation certifying their qualifications or powers), must be received within 10 days of the publication of this notice (i.e., by December 31, 2025), in writing to:
TIM S.p.A. Corporate Affairs - Agenda Ref. Via Gaetano Negri No. 1 20123 MILAN - Italy, or by email to [email protected].
After verifying the proper exercise of this right, the Company will announce additions to the Agenda or the submission of additional resolution proposals on items already on the Agenda, in the same manner prescribed for the publication of the notice of the meeting, by January 13, 2026. Concurrently with the publication of the addition or submission, the report prepared by the requesting Shareholders, accompanied by any assessments of the Board of Directors, will be made available to the public, in the same manner prescribed for the documentation relating to the Meeting.
Additions to the Agenda are not permitted for items on which the Meeting deliberates, pursuant to law, upon proposal of the Directors or on the basis of a project or report prepared by them, other than those referred to in Article 125-ter, paragraph 1, of the TUF.
Shareholders wishing to exercise this right are invited to contact the Company's Corporate Affairs office in advance to clarify all necessary operational details.
Considering that participation in this Meeting is permitted exclusively through the Designated Representative and the submission of proposals during the meeting is not permitted (as clarified by Consob), with reference to this meeting, all shareholders, who exercise their right in accordance with the applicable rules, are permitted to submit individual resolution proposals on the Agenda items. They must be submitted by January 13, 2026 (along with a copy of an identity document of the applicant or of the legal representative or authorized representative, along with documentation certifying their qualifications or powers), in paper form to the following address:
TIM S.p.A. Corporate Affairs - Agenda Ref. Via Gaetano Negri n. 1 20123 MILAN - Italy, or by email to [email protected].
Proposals should be formulated clearly and comprehensively, ideally accompanied by a report explaining their rationale. After verifying the relevance of the proposals to the Agenda, as well as their completeness and compliance with applicable rules, the Company will publish all proposals received (and any accompanying explanatory reports) on the Company website at www.gruppotim.it/assemblea by January 14, 2026.
Reports on the items on the Agenda, along with the related resolution proposals, and other Shareholders' Meeting documentation will be made available on the "" storage system () and on the Company website at www.gruppotim.it/assemblea within the legal deadlines.
Documentation may also be requested by contacting the contact details listed at the bottom of this notice.
The Articles of Association and the Shareholders' Meeting Regulations are available on the Company's website(https://www.gruppotim.it/en/group/governance/governa nce-tools/bylaws.html and
https://www.gruppotim.it/en/group/governance/governancetools/regulations.html).
Those entitled to vote, in accordance with the procedures established by applicable law, may submit questions regarding items on the Agenda prior to the Shareholders' Meeting. Questions must be submitted in writing by January 19, 2026 (record date) to:
TIM S.p.A. Corporate Affairs - Questions Ref. Via Gaetano Negri n. 1 20123 MILAN - Italy, or by email to [email protected]. or via the dedicated section of the website https://assemblea.computershare.it/agmlive/nos/timrisparmi o2026.
Questions submitted as above, pertaining to the items on the Agenda, will be answered by publication on the Company website at www.gruppotim.it/assemblea, at least three days before the Shareholders' Meeting, and therefore by January 25, 2026.
Pursuant to the current bylaws, the holder of the right may exercise his or her vote, submitting it by January 27, 2026, also:
The dedicated electronic voting feature and the form for voting by mail will be available starting January 15, 2026.
The envelope containing the completed and signed mail ballot (to be included in a separate sealed envelope), a copy of the person signing the ballot, and any documentation certifying their entitlement, must be sent to the following address:
TIM S.p.A. Corporate Affairs - Voting Ref. Via Gaetano Negri n. 1 20123 MILAN - Italy
As specified above, participation in the Shareholders' Meeting is permitted exclusively by granting a proxy and/or sub-proxy to the Designated Representative, pursuant to:
The Designated Representative may be granted a written proxy pursuant to Article 135-undecies of the TUF, free of charge to the delegating party (except for any shipping costs), with voting instructions on all or some of the items on the Agenda. The proxy to the Designated Representative pursuant to Art. 135-undecies of the TUF must be granted by completing and signing the specific Designated Representative Proxy Form, which will be available starting January 15, 2026, in a printable and/or editable version, in the section of the website www.gruppotim.it/assemblea dedicated to this Meeting. The duly completed Proxy Form for the Designated Representative, along with the relevant written voting instructions, accompanied by a copy of the delegating party's identity document (or the legal representative or attorney with appropriate powers, along with documentation certifying their qualifications or powers), must be received, in original, by 11:59 PM, January 26, 2026.
− For proxies with handwritten signatures, to the following address:
Trevisan & Associati Law Firm
Viale Majno n. 45 20122 MILAN - Italy;
− For proxies with qualified electronic signatures or atures, by certified email to the following address: [email protected].
The proxy and voting instructions may be revoked within the same deadline and using the same procedures. Please note that the proxy has no effect on proposals for which voting instructions have not been provided.
The Designated Representative may be granted proxies and/or sub-proxies pursuant to Art. 135-novies TUF, with voting instructions on all or some of the items on the Agenda. Without
prejudice to the generic proxy form pursuant to Art. 135-novies TUF (available by December 29, 2025), the Designated Representative has reserved the right to make specific proxy and sub-proxy forms available for this Shareholders' Meeting. These forms will be published in the appropriate section of the website www.gruppotim.it/assemblea, in printable and/or editable versions. Proxies pursuant to Art. 135-novies TUF, accompanied by a copy of the proxy's identity document (or the legal representative or attorney with appropriate powers, along with documentation certifying their qualifications or powers), must be delivered by 12:00 noon on January 27, 2026, to Studio Legale Trevisan & Associati, by mail to the address: Studio Legale Trevisan & Associati,
Viale Majno n. 45
20122 MILAN - Italy,
or by electronic communication to the certified email address: [email protected] or email: [email protected].
The proxy and voting instructions may be revoked within the same deadline and using the same procedures.
Starting from December 22, 2025, the Designated Representative will be available for clarifications or information at the addresses indicated above and/or at the toll-free number: 800 134 679 (during working days and hours).
The proposed resolution on the Agenda regarding the mandatory conversion of savings shares into ordinary shares, if approved, will legitimize the exercise of the right of withdrawal by the Company's Savings Shareholders who did not concur in the approval of the related resolution, pursuant to Article 2437, paragraph 1, letter g), of the Italian Civil Code. Therefore, these Shareholders will be entitled to exercise their right of withdrawal within fifteen days of the date of registration of the Shareholders' Meeting resolution in the Companies Register; this date will be announced with a notice published on the Company's website and in at least one national newspaper, as well as on the authorized storage mechanism "." In this regard, the unit liquidation value of the Company's savings shares, in relation to which the right of withdrawal is to be exercised, has been determined by the Board of Directors, pursuant to Article 2437-ter of the Italian Civil Code, in euros 0.5117 The Company's Bylaws do not derogate from the criteria established by law.
The subscribed and paid-up capital of TIM S.p.A. as of December 21, 2025, is €11,677,002,855.10, divided into 15,329,466,496 ordinary shares (with voting rights at ordinary and extraordinary shareholders' meetings) and 6,027,791,699 savings shares (with voting rights at special class meetings). all shares without par value, of which, as of today, 89,040,415 are ordinary treasury shares.
Further information on the exercise of shareholder rights is available on the website www.gruppotim.it/assemblea.
For any requests and information, please contact the email address [email protected] and, on weekdays, from 9:30 a.m. to 12:30 p.m.:
December 21, 2025
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