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Telecom Italia Rsp

Pre-Annual General Meeting Information Apr 3, 2024

4448_rns_2024-04-03_5d620417-a832-4377-841a-ec57f5e0a232.pdf

Pre-Annual General Meeting Information

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SHAREHOLDER'S MEETING OF APRIL 23, 2024

Slate of candidates for the appointment of the Board of Statutory Auditors presented by Vivendi S.E.

Shareholders' Meeting of 23 April 2024

Slate of candidates for the appointment of the Board of Statutory Auditors presented by Vivendi S.E.

Candidates for the position of Standing Auditor

    1. Mara Vanzetta
    1. Massimo Gambini
    1. Francesco Schiavone Panni
    1. Giulia De Martino
    1. Pietro Mastrapasqua

Candidates for the position of Alternate Auditor

    1. Massimiliano Di Maria
    1. Carlotta Veneziani
    1. Barbara De Leo
    1. Nicola Gualandi

The first candidate listed in the section relating to standing auditors is proposed as Chairman of the Board of Statutory Auditors should the slate qualify as "minority slate".

Vivendi S.E., with reference to the remuneration of the standing auditors, proposes to the Shareholders' Meeting (i) an annual gross remuneration of Euro 135,000.00 for the Chairman of the Statutory Auditors and of Euro 95,000.00 for each Standing Auditor as well as (ii) an additional gross annual remuneration of Euro 15,000.00 for the Statutory Auditor who will be appointed member of the supervisory body of the Company according to the organizational model adopted by TIM pursuant to Legislative Decree no. 231/2001.

The following documents are attached:

  • Presentation of TIM S.p.A. Board of Statutory Auditors' slate
  • Candidates declarations and curricula vitae.

To: TIM S.p.A. Corporate Affairs Via Gaetano Negri no. 1 20123 MILAN – Italy

By certified e-mail to the address [email protected]

Paris, March 28, 2024

Re: Filing of a slate for the appointment of the Board of Statutory Auditors of TIM S.p.A.

Dear Sirs,

Vivendi S.E., holder of no. 3,640,109,990 ordinary shares of TIM S.p.A. (the "Company" or "TIM"), representing 23.75% of the share capital of the Company, hereby files the following slate of candidates for the appointment of the Board of Statutory Auditors of TIM, which will take place during the ordinary Shareholders' Meeting convened on April 23, 2024:

Candidates as Standing Auditors
Surname Name
1. Vanzetta Mara
2. Gambini Massimo
3. Schiavone Panni Francesco
4. De Martino Giulia
5. Mastrapasqua Pietro
Candidates as Alternate Auditors
Surname Name
1. Di Maria Massimiliano
2. Veneziani Carlotta
3. De Leo Barbara
4. Gualandi Nicola

* * * * *

Along with the slate please find attached the following documentation, that we authorize TIM to publish along with this slate, insofar as it is within our competence:

  • individual candidates' acceptance of their candidacy and declarations in which they attest that there are no grounds for ineligibility or incompatibility and that they meet the independence requirements, in accordance with the criteria established by Legislative Decree no. 58 of February 24, 1998 and the Corporate Governance Code of Borsa Italiana S.p.A., as well as the integrity and professionalism requirements, in accordance with the Ministerial Decree 162/2000 and the By-laws;
  • curriculum vitae setting out the personal and professional characteristics of each candidate with an indication of the positions held in management and supervisory bodies of other companies;
  • certification attesting that Vivendi S.E. holds the number of shares of TIM necessary for the submission of the slate.

For the sake of completeness, it is also attached copy of the identity document of each candidate.

* * * * *

In addition to the foregoing, should the slate at hand prove to be a "minority slate", Vivendi S.E. proposes to appoint as Chairman of the Board of Statutory Auditors of TIM Ms. Mara Vanzetta.

With regard to the further item of the agenda of the abovementioned Shareholders' Meeting of TIM S.p.A., concerning the determination of remuneration of the Standing members of the Board of Statutory Auditors, Vivendi S.E. submits to the Shareholders' Meeting the proposal of (i) a gross annual remuneration of Euro 135,000.00 for the Chairman and a gross annual remuneration of Euro 95,000.00 for each Standing Auditor, and (ii) an additional gross annual remuneration of Euro 15,000.00 for the Standing Auditor called on to serve on the Supervisory Body of the Company in accordance with the organisational model adopted by TIM pursuant to Legislative Decree 231/2001.

Shareholders' Meeting TIM S.p.A. dated April 23, 2024 – Declaration of the candidate Mara Vanzetta to the office of Statutory Auditor

The undersigned Mara Vanzetta born in Cavalese (TN) on March 16, 1967,

provided that

  • A) S.p.A. (hereinafter also the "Company"), submitted by the shareholder Vivendi S.E. in view of the ordinary Shareholders' Meeting of the Company convened, in single call, for April 23, 2024, to resolve, among others, upon the appointment of Board of Statutory Auditors;
  • B) prescribe for the appointment as Statutory Auditor of the Company;

therefore.

the undersigned, on her own responsibility, pursuant to and for the law and of the By-Laws,

declares

  • Statutory Auditor of TIM S.p.A., as well as the compliance with the requirements of independence, provided under Article 148, paragraph 3 of the Legislative Decree of February 24, 1998 no. 58 and Article 2, Recommendations no. 7 and no. 9 of the Corporate Governance Code of Borsa Italiana S.p.A., as well as with the integrity and professionalism requirements, provided under the Ministerial Decree dated March 30, 2000, no. 162 and under the By-Laws of the Company;
  • not to hold management or supervisory offices in other companies in excess to the limits set forth under applicable law;
  • to file her curriculum vitae, indicating of the management and supervisory offices held in other companies, authorizing its publication;
  • to undertake to promptly communicate to the Company any changes to this declaration at . the date of the Shareholders' Meeting;
  • . to be informed and to authorize, pursuant to and for the effects of the data protection applicable law (e.g. Regulation (EU) 2016/679 and Legislative Decree no. 196 dated June 30, 2003, as subsequently amended) that her personal data are collected and processed/disseminated by TIM S.p.A. within the procedure for which this declaration is rendered;

also declares

to accept the candidature and the potential appointment to the office of Standing Auditor of TIM S.p.A.

Milan, March 21, 2024 Signature

CURRICULUM

Milan, 23 January 2024

Mrs. Mara VANZETTA was born in Cavalese (TN) on March 16th, 1967 – and is domiciled in Milan – Via Manzoni n. 38 – tel. n. 02783268 – 0276006349 – telefax n. 0276024039 – e-mail address: [email protected]

Chartered Accountant registered in the Register of Auditors (n. 65863) – Official Gazette n. 46 bis, 16/6/1995.

Educational background and employment history

In 1991, she obtained a Degree in Economics and Business at Università Cattolica del Sacro Cuore, Milan – Supervisor Prof. Fedele Confalonieri.

In the same year, she started practicing the profession in the office of Mr. Maurizio Maffeis, with whom, in 1994, she instituted the Studio Associato Maffeis-Vanzetta.

In 2014, following Mr. Maurizio Maffeis' retirement, the firm was named Studio Vanzetta e Associati.

Specialized in restructuring, corporate and tax consulting, she has worked closely with private equity funds (Investindustrial, Morgan Stanley, Apollo, H.I.G., Lion Capital, Lone Star, One Equity Partners, HIG Capital, Carlyle, Njord, TA) and investment in real estate (Nuveen, MGPA, ING, CBRE GLOBAL INVESTORS, INVESCO).

She has held the position as Technical Consultant ("Consulente Tecnico d'Ufficio – CTU) in several arbitration procedures.

She holds the role of Statutory Auditor in important companies belonging to national and international groups.

She has served as an independent director and member of committees in listed and noncompanies (DEA Capital SpA, Massimo Zanetti Beverage Group SpA, American Express Srl). She has held the position of member of the Supervisory Board.

She speaks English fluently, with a solid knowledge of the language.

Areas of expertise

  • corporate law, with special reference to the control in supervised companies and nosupervised companies in both financial and industrial sectors;
  • accounting standards
  • domestic taxation
  • Group reorganisations
  • M&A transactions

Main Companies in which she is appointed a Member of the Administrative Body

  • MANIFATTURA TABACCHI DEVELOPMENT MANAGEMENT S.r.l. Sole Shareholder (Chairman)
  • SERRAVALLE OUTLET MALL S.r.l. (Director)
  • MUNDIPHARMA PHARMACEUTICALS S.r.l. (Director)
  • SNAITECH S.p.A. (Director)

Main Companies in which she is appointed Member of the Board of Statutory Auditors

  • BIOGEN ITALIA S.r.l. (Chairman)
  • ARTSANA S.p.A. (Standing Statutory Auditor)
  • AZIMUT BENETTI S.p.A. (Chairman)
  • BAUSCH & LOMB IOM S.p.A. (Chairman)
  • COGNE ACCIAI SPECIALI S.p.A. (Chairman)
  • EVOCA S.p.A. (Standing Statutory Auditor)
  • EATALY S.p.A. (Standing Statutory Auditor)
  • RENOVIT S.p.A (Standing Statutory Auditor)
  • INTRUM S.p.A. (Standing Statutory Auditor)

According to DL no 196/2003, I authorize the use of my personal details Yours faithfully

Mara Vanzetta

Shareholders' Meeting TIM S.pА. dated April 23, 2024 - Declaration of the candidate Massimo Garbini to the office of Statutory Auditor

The undersigned Massimo Garbini born in Bologna on November 3, 1957,

provided that

  • A) he has been included in the slate of candidates for the position of Standing.Auditor of TIM S.p.A. (hereinafter also the "Company"), submitted by the shareholder Vivendi S.E. in view of the ordinary Shareholders' Meeting of the Company convened, in single call, for April 23, 2024, to resolve, among others, upon the appointment of Board of Statutory Auditors;
  • B) he is aware of the requirements that the current legislation and the By-Laws of TIM S.p.A. prescribe for the appointment as Statutory Auditor of the Company;

therefore,

the undersigned, on his own responsibility, pursuant to and for the effects of the law and of the By-Laws,

declares

  • the absence of causes of ineligibility, forfeiture and incompatibility to hold the office of Statutory Auditor of TIM S.p.A., as well as the compliance with the requirements of independence, provided under Article 148, paragraph 3 of the Legislative Decree of February 24, 1998 no. 58 and Article 2, Recommendations no. 7 and no. 9 of the Corporate Governance Code of Borsa Italiana S.p.A., as well as with the integrity and professionalism requirements, provided under the Ministerial Decree dated March 30, 2000, no. 162 and under the By-Laws of the Company;
  • not to hold management or supervisory offices in other companies in excess to the limits set forth under applicable law;
  • to file his curriculum vitae, indicating of the management and supervisory offices held in other companies, authorizing its publication;
  • to undertake to promptly communicate to the Company any changes to this declaration at the date of the Shareholders' Meeting;
  • to be informed and to authorize, pursuant to and for the effects of the data protection applicable law (e.g. Regulation (EU) 2016/679 and Legislative Decree no. 196 dated June 30, 2003, as subsequently amended) that his personal data are collected and processed/disseminated by TIM S.p.A. within the procedure for which this declaration is rendered;

also declares

to accept the candidature and the potential appointment to the office of Standing Auditor of TIM S.p.A.

Bologna, March 21, 2024 Signature

EUROPEAN CURRICULUM VITAE FORMAT

PERSONAL INFORMATION

Name

Address Telephone E-mail Nationality Date of Birth Fiscal code

MASSIMO GAMBINI Via Ernesto Masi 40, 40137, Bologna, Italy +39 335-6660189 [email protected] Italian November 3, 1957 GMB MSM 57S03 A944 G

WORK EXPERIENCE

· Dates (from - to)

  • · Name and address of the employer
    • · Occupation or position held
  • · Main activities and responsibilities

· Studio Romani Gambini Cenni Menetti

· Founding partner

· 1983 - currently

  • · As a company and tax law consultant, he is active in private equity M&A transactions and contractual consulting for both Italian and foreign companies.
  • · He has held and currently holds positions as statutory auditor in various companies. some of which are listed on the Italian Stock Exchange.
  • He has gained significant experience as judicial commissioner and as insolvency and heritages . administrator due to several assignment received by the Court - Tribunale di Bologna.
  • · The Court of Bologna has also appointed him as technical consultant regarding company valuation in civil procedures.
  • · He has also carried out a significant activity in the field of professional sport covering over time the position of Managing Director and member of the Board of Statutory Auditors, acquiring experience and knowledge of the Italian Basketball Federation (F.I.P.) and the Italian Football Federation (F.I.G.C.) regulations.
  • · He currently holds the position of auditor of BOLOGNA AIL ODV (association which raises funds for research and hospital care for patients with leukemia and lymphomas) and of the Enrico Redenti Foundation.

EDUCATION AND TRAINING

· Educational and professional qualifications

  • · Graduated with a Degree in Economics from the University of Bologna;
  • · He is a Public Accountant registered since 1984 and Independent Auditor registered in the Public Accountant Register of Bologna since 1995;
  • · He is registered as an expert in corporate, tax and administrative matters in the Register of Technical Consultants of the Judge of the Court of Bologna since 1996.

LANGUAGE SKILLS · English

LIST OF THE POSITIONS HELD EX
ART. 2400 COMMA 4 OF THE
CIVIL CODE
· Companies listed on the Italian
Stock Exchange
· TIM-TELECOM Spa, Milano - statutory auditor
in charge until the approval of the financial statements as of 12/31/2023
Date of appointment:03/31/2021
· POLIGRAFICI PRINTING Spa, Bologna - statutory auditor
in charge until the approval of the financial statements as of 12/31/2024
Date of appointment: 04/19/2019
· MONRIF Spa, Bologna - alternate auditor
in charge until the approval of the financial statements as of 12/31/2025
Date of appointment: 04/29/2014
· MONRIF Spa, Bologna - statutory auditor
in charge until the approval of the financial statements as of 12/31/2013
Date of appointment: 04/28/2011 End of the assignment: 04/29/2014
· A.S. ROMA Spa, Roma - statutory auditor
in charge until the approval of the financial statements as of 06/30/2020
Date of appointment: 10/27/2011 End of the assignment: 12/09/2020
· BEST UNION COMPANY (actual VIVATICKET ) Spa, Bologna - statutory auditor
in charge until the approval of the financial statements as of 12/31/2017
Date of appointment: 06/14/2007 End of the assignment: 06/29/2018
· RICHARD GINORI 1735 Spa in liq.ne, Firenze - statutory auditor
in charge until the approval of the financial statements as of 12/31/2013
Date of appointment: 06/26/2008 End of the assignment: 01/07/2013
· Companies not listed · SARACENI Srl, Bologna
sole director
In charge until removal
· CARPANELLI MOTORI ELETTRICI Spa, Bologna
statutory auditor
in charge until the approval of the financial statements as of 12/31/2023
· GALLETTI Spa, Bologna
statutory auditor
in charge until the approval of the financial statements as of 12/31/2025
· HIREF Spa, Bologna
statutory auditor
in charge until the approval of the financial statements as of 12/31/2024
· FABBRI 1905 Spa, Bologna
statutory auditor
in charge until the approval of the financial statements as of 12/31/2024
· FABBRI G. HOLDING INDUSTRIALE Spa, Bologna
statutory auditor
in charge until the approval of the financial statements as of 12/31/2024
· FABBRI GESTIONI IMMOBILIARI Spa us, Bologna
statutory auditor
in charge until the approval of the financial statements as of 12/31/2025
· VIVATICKET Spa, Bologna
statutory auditor
in charge until the approval of the financial statements as of 12/31/2024

Bologna, March 21, 2024 Dott. Massimo Gambinj/

Sp

Shareholders' Meeting TIM S.p.A. dated April 23, 2024 - Declaration of the candidate Francesco Schiavone Panni to the office of Statutory Auditor

The undersigned Francesco Schiavone Panni born in Rome on April 16, 1954,

provided that

  • A) S.p.A. (hereinafter also the "Company"), submitted by the shareholder Vivendi S.E. in view of the ordinary Shareholders' Meeting of the Company convened, in single call, for April 23, 2024, to resolve, among others, upon the appointment of Board of Statutory Auditors;
  • B) he is aware of the requirements that the current legislation and the By-Laws of TIM S.p.A. prescribe for the appointment as Statutory Auditor of the Company;

therefore,

the undersigned, on his own responsibility, pursuant to and for the effects of the law and of the By-Laws,

declares

  • the absence of causes of ineligibility, forfeiture and incompatibility to hold the office of Statutory Auditor of TIM S.p.A., as well as the compliance with the requirements of independence, provided under Article 148, paragraph 3 of the Legislative Decree of February 24, 1998 no. 58 and Article 2, Recommendations no. 7 and no. 9 of the Corporate Governance Code of Borsa Italiana S.p.A., as well as with the integrity and professionalism requirements, provided under the Ministerial Decree dated March 30, 2000, no. 162 and under the By-Laws of the Company;
  • not to hold management or supervisory offices in other companies in excess to the limits set forth under applicable law;
  • to file his curriculum vitae, indicating of the management and supervisory offices held in other companies, authorizing its publication;
  • to undertake to promptly communicate to the Company any changes to this declaration at the date of the Shareholders' Meeting;
  • to be informed and to authorize, pursuant to and for the effects of the data protection applicable law (e.g. Regulation (EU) 2016/679 and Legislative Decree no. 196 dated June 30, 2003, as subsequently amended) that his personal data are collected and processed/disseminated by TIM S.p.A. within the procedure for which this declaration is rendered;

also declares

to accept the candidature and the potential appointment to the office of Standing Auditor of TIM S.p.A.

Rome, March 22th 2024

Signature

DR. FRANCESCO SCHIAVONE PANNI

STUDIO SCHIAVONE PANNI

Statutory Auditor Corporate and Tax Consultancy Business and Administrative Services VIA ANTONIO GRAMSCI. 7- 00197 ROME 雷 +39 06-806901760 日+39 06-8072562 [email protected]

(OFFICES IN MILAN, TURIN AND VENICE)

PROFESSIONAL EXPERIENCE

1983 - today Head of a legal firm engaged in corporate, administrative, tax-management and auditing services. Main qualifying activities (Attachment A) 1978 - 1983 KPMG Peat Marwick - Rome Budget review.

Previous work experience (Attachment B)

APPOINTMENTS

Special Commisioner, Liquidator, Member of the Board of Statutory Auditors and Vigilance Committee at the following Companies and Groups:

  • BANK OF ITALY ( Banca Popolare di Vicenza in LCA, Statuto SGR in LCA, Prisma SGR in Ica)
  • Ministero delle Imprese e del Made in Italy ( ManitalIdea S.p.A in A.S)
  • TELECOM ITALIA S.p.A
  • ALERION CLEAN POWER S.p.A.
  • FINCANIERI S.p.A
  • GRUPPO BANCA MEDIOLANUM

QUALIFICATIONS

2024 Assogestioni Workshop " The Corporate bodies and the relationship with the market"
2022 Assogestioni - Bank Governance Structures
2021 ABI - The banking company, the duties and responsibility of the Top Management
2020 LUISS Business School Roma " Business Crisis Management".
2019 Assonime The Board of Auditors and the control and risk commetee: synergiue and
divergences
2016-2017 Assonime - Assogestioni - Transactions with related parties and Directors'remuneration;
Directors ad Auditors of Listed Company
2015 Italian Banking Association "Duties and Responsabilities of the Coorporate bodies"
2014 Member of Criminal Law Commission at Tax Advisor and Accounting Experts in Rome
(Digs231/2001)
1995 Registered as a Statutory Auditor (Reg. no: 53739, ex Min. Decree of 12 April 1995).
1991 Registered as a Certified Public Accountant.
1988 Registered as a Tax Advisor (Reg. no: AA 002608).
1981 Qualified to practice as a freelance professionals.
1978 Degree in Business Administration at LUISS Guido Carli University, Rome.

1

ATTACHMENT A

MAIN QUALIFYING ACTIVITIES

MINT 2022
today
Evaluation of a company operating in the advertising
platform sector
Banca Mediolanum SpA 2021 Chairman of the Board of Statutory Auditors and
Vigilance Commitee
Terme di Saturnia 2020
2021
Board of Statutory Auditors
TIM Sparkle SpA 2020 Chairman of the Board of Statutory Auditors and today
Vigilance Committee
Ministero dell'Impresa
e del made in Italy
2020
today
Member of the Board of Commisioners of ManitalIdea
S.p.A. in Extraordinary Administration
Naviris SpA
(Fincantieri Group)
2020
today
Chairman of the Board of Statutory Auditors of Company
in Joint Venture with Naval Group.
Poste Italiane S.p.A 2018
2021
Board of Statutory Auditors and Vigilance Committee
of KIPOINT S.p.A indirect sales channel of SDA
Courier Express
Siap + Micros S.p.A 2018
2021
Chairman of the Board of Statutory Auditors of
Company operating in measurement instrumentation
for environmental and industrial monitoring.
Siap + Micros Holding 2018
2021
Sole Auditor
Alerion Clean Power S.p.A 2018
today
Chairman of the Board of Statutory Auditors .
Company operating in renewable energy, listed on
stock exchanges.
TIM S.p.A 2018
2021
Standing Auditor for Telecom Italia S.p.A
Company operating in telecomunications.
Bank of Italy today 2018 Member of the Board of Liquidators in implementing
the procedure of compulsory administrative
liquidation of Banca Popolare of Vicenza.
Bank of Italy 2016 -
today
Board of the Supervisory Committee of Prisma S.p.A.
inimplementing the procedure of compulsory
administrative liquidation.
IMA S.p.A 2021 2016 Chairman of the Board of Statutory Auditors of a
Company operating in the Packaging Manufacturing
Industry
Immobiliare Aurelia VM
S.r.l
March 2024
2015-2017 Reorganization of this real estate company with a
specific mandate for renegotiation of its debt with banks
Dr. Francesco Schiavone Panni
2
EDISON S.p.A - EDF EN S.p. A 2014- 2020 Standing Auditor of Eper - company operating in
renewable energy
Bank of Italy 2013
today
Member of the Board of Liquidators in implementing the
procedure of compulsory administrative liquidation of
Statuto Fondi Immobiliari Srg SpA per Fondo Petronio
Bank of Italy 2013-
2014
Member of the Board of auditors in the voluntary
liquidation procedure Statuto Fondi Immobiliare SGR SpA
per Fondo Petronio with the aim of negotiating with
performing banks
BNL S.p.A BNP Paribas 2010
2018
Chairman of the Board of Statutory Auditors of Ifitalia
BNL S.p.A BNP Paribas 2012- 2018 Standing Auditor for the consumer credit Findomestic
Bank S.p.A. a leading company in the Factoring field
ENI S.p.A.- Syndial S.p.A 2008-2017 Chairman of the Board of Statutory Auditors of Syndial
S.p.A Enriromental Services S.p.A., company subject to
direction and coordination of ENI S.p.A. providing servic
11
environmental remediation through procurement and
engineering activities and waste logistics
SNAM 2010-2013 Standing Auditor of SNAM S.p.A. European Company
in gas transportation and distribution.
Bonifiche Ferraresi S.p.A. 2007 - 2013 Standing Auditor for Bonifiche Ferraresi S.p.A., a
subsidiary of Bank of Italy S.p.A.
Cartiere Burgo Marchi S.p.A. 2003 - 2011 Standing Auditor for Burgo Distribuzione S.r.l., a leading
company in the distribution of paper products for design
ENI S.p.A - PROMGAS S.p.A 2008 - 2011
Rome
use.
Chairman of the Board of Statutory Auditors of Gas
Trading Company controlled by GAZPROM and ENI
S.p.A.
EDF EN Italia S.p.A
Rome
October 2011 In collaboration with the law firm Orrick, Herrington &
Sutcliffe, Due Diligence relating to the acquisition of the
entire capital of Gargano Energy Ltd., a company active
in the development of projects in the renewable energy
sector (A 38 MW wind park).
Presidency of the Italian
Council of Ministers -
Department of Civil
Protection
Consorzio RE.LUIS
April
2003
2011
Chairman of the Board of Statutory Auditors of Consorzio
Interuniversitario, to organise the activities of the
University Laboratories of Seismic Engineering
depending on national and international research
programs in this area.
HSBC
Zurich
June 2011 July 2010 Reorganization of a group of 10 companies controlled by
a Trust Company, in cooperation with consultants Maisto
e Associati.
ENI S.p.A
Rome - Milan
April 2007
2010
Statutory Auditor of subsidiary TECNOMARE S.p.A., a
company specialized in providing offshore engineering
services to oil companies.
SNAM S.p.A.
Milan
April
2007
2010
Permanent Statutory Auditor of subsidiary GNL ITALIA
S.p.A., a company that owns an NLG regasification plant
at Panigaglia (La Spezia - Italy).
SACE S.p.A.
Rome
April
2004
2010
Chairman of the Board of Statutory Auditors of subsidiary
SACE BT S.p.A., an insurance company specialized in
shortterm credit risk coverage, security deposits and
guarantees relating to the construction sector.
Impresa Manca
Costruzioni Generali
S.p.A. Sarroch (CA)
April 2010 Analysis of the 2006-2007-2008 financial statements to
verify compliance and consistence with Italian
Accounting Principles as approved by the Italian
Accounting Profession.
EDF EN Italia S.p.A
Rome - Bolzano
February
2009
Due Diligence relating to the acquisition of the entire
capital of company Bonorva Windenergy S.r.l., a
company active in the development of projects in the
renewable energy sector (A 112 MW wind park).
SIAP S.r.l.
Impresa Manca
Costruzioni Generali
S.p.A. Sarroch (CA)
2008
2009
Arbitration procedure for the acquisition of the entire capital
of companies active in the sealing of industrial plant.
Balmoral Advisor LLP
London
Canados S.p.A. Rome
2009 Evaluation and issue of the related report assessing the
soundness of the financial plan drafted under article 67 of
the Bankruptcy Law prepared for the company operating in
the luxury yacht sector.
Invitalia S.p.A.
Italia Navigando S.p.A. Rome
2008 Analysis of the financial situation and financial audit of
company Bocca di Puglia S.p.A., owner of the port of
Marina di Brindisi, in cooperation with Business Value
COFIES S.p.A 2007 Valuation of the trademark of six subsidiaries
ALMAVIVA S.p.A.
Rome
2006
2007
Restructuring of the financial debt of the Group.
Securitization and medium-term financing.
EDF EN Italia 2004 Auditing and accounting organization of a group of
S.p.A Rome -
Paris
2019 companies operating in the wind generation sector
(Holding, Sub-holding, Operating companies).
Presidency of the Italian
Council of Ministers -
Department of the Civil
Protection
2003
2004
European Union - Accounting audit of the Euromed pilot
project regarding the creation of a Euro-Mediterranean
system for the prevention of natural catastrophes.
Agenzia Romana per la
Preparazione del Giubileo
S.p.A Rome
1999
2004
Implementation of the internal audit, financial planning and
preparation of the financial statements and the liquidation
of the company.
FIRS Assicurazioni in L.C.A. 1995
2005
Member of the Board of Statutory Auditors of some
subsidiaries. In charge of relationships with the appointed
liquidator.
Fineuropa S.p.A.
Mezzaroma Group
Rome
1995
11/01/2005
Liquidation of ARICA Immobiliare S.r.l.
Chairman of the Board of C.E.IM. S.r.1.
Energia Italia
S.r.l. Rome -
Biella
1998
today
Auditing of the company accounts, operating in the
electricity generation sector. Management consulting and
devising
BIRRA PERONI
Industriale S.p.A. Rome
1997 Economic evaluation of the brand.
CALECA s.a.s.
Marina di Patti (Messina)
1997 Financial analysis of a manufacturing company for the
purpose of bank debt restructuring.
AGRICONSULTING S.p.A.
Rome
1995 Development of a management control system.
IMPREGILO S.p.A.
LODIGIANI S.p.A.
Rome - Milan
1994 Implementation of the Plan of Concordia-Impregilo S.p.A.
Assistance in the sale of the real estate business of Lodicost
S.r.l. to Lodigiani S.p.A.
FINTECNA S.p.A.
Italstrade
S.p.A. Milano
1994 Assistance in the implementation of the contract for the
sale of shares in ISA Costruzioni Generali S.p.A. from
Italstrade S.p.A. to Semeraro S.r.l.
RAIUNO
Rome
1994 Assistance in the drafting of budgets and reclassified
statements, the management of long-term contracts, and in
the drafting of the procedure for the approval and
execution of contracts. In collaboration with Deloitte &
Touche S.p.A.
LODIGIANI S.p.A.
Roma
1994 Analyses of the patrimonial, economic situation and of
the perspectives generates them of the LODICOST
Limited liability company General Enterprise of
LEGA delle COOPERATIVE
Rome
1994 Determination of the General Value of the Inforcoop -
Istituto Nazionale di Formazione Trademark of Lega delle
Cooperative e Mutue s.c.a.r.l.
IRITECNA S.p.A. - Rome
GEPCO S.p.A. - Genoa
1993 Anaysis of the financial and operating position and
general outlook of Metroroma S.p.A.
IRITECNA S.p.A. - Rome
Semeraro S.r.]. - Bari
1993 Analysis of the financial and operating position and
general outlook of Mantelli Estero Costruzioni S.p.A.
(Mestre), in cooperation with Business Value S.r.l.
IRITECNA S.p.A.
Rome
1993 Analysis of the financial and operating position and
general outlook of I.S.A. Costruzioni Generali S.p.A.
(Milan). In collaboration with Business Value S.r.l. -
LEGA delle COOPERATIVE
Rome
1993 Determination of the overall value of Publications
La Cooperazione Italiana and Annuario della
Cooperazione Italiana.
KOMATSU S.p.A.
Tivoli
1992 Analysis of the financial and operating position and
general outlook of Komatsu Italy. In collaboration with
Deloitte & Touche S.p.A.
Cassa di Risparmio di
Rieti Rieti
1992 Auditing of accounts of Etruria 2000 S.p.A. Prato
(Florence) for the restructuring of bank debt.
Amoruso Manzari
S.p.A. Bari
1992 Analysis of the financial situation of the group and its
consolidated financial statements. In collaboration with
Business Value S.r.l.
LEGA delle COOPERATIVE
Rome
1992 Valuation of the Publishing Company NOI DONNE S.r.l.
and the related publication bearing the same name.
Impresa G. Silvestri
S.r.l. Rome
1991 Determination of the general value of Impresa G.
Silvestri S.r.l. for the purposes of an arbitration
procedure.
Banca Steinhauslin
S.p.A. Florence
1990 Diagnoses of the information system and proposal for a
management control system.
AXIS S.p.A.
Florence
1989 Determination of the overall value of SASSI S.r.l. -
Varazze (Genoa), a company operating in the mechanical
sector and participation in the negotiation for the sale of
Compagnia
Progetti e
Costruzioni S.p.A.
1990 Drafting and implementation of a corporate restructuring
plan and a plan for the reorganization of seven
subsidiaries.
EKOGROUND S.p.A.
Genoa
1989 Corporate restructuring plan (environment sector).
SIMPA S.p.A.
Rome
1989 Plan for the relaunch of the company (mechanical sector).
CITICORP N.A.
Milan
1987 Drafting of corporate organizational and functional chart for
the Private Banking Group. Analysis of accounting,
administrative and internal control procedures.
LODIGIANI
S.p.A.
Rome
1987 Corporate and administrative reorganization of a company,
operating in the sector of public works in agriculture for
developing countries. Organization of foreign subsidiaries
and administrative control of the same. Ongoing appointment.
*
ગ્રદ
1983 Establishment of a professional study in the sector of
management, administrative, corporate and tax consulting for
middle-size and large companies. In cooperation with KPMG
Peat Marwick in the context of the accounting audit of a number
of large companies.

্র .

7

ATTACHMENT B

PREVIOUS WORK EXPERIENCE

  • KPMG Peat Marwick 1978 Businesses organization and auditing consultancy.
    • 1983 Qualification of Assistant and promoted over time to Supervising Senior Main customers assisted:
      • Insurance sector INA, Assitalia;
      • Engineering and Construction CTIP, Condotte, Italedil, IMCO, Garboli, Italeco,
      • Edilpro, REP, Metroroma;
      • Mechanical sector Nuovo Pignone, MacQuay Europa, SICAMB;
      • Publishing La Repubblica;
      • Financial FILAS (a finance company owned by the Lazio Region);
      • Chemical Revlon, Lanvin Charles of the Ritz, Winchester, SAIBI;
      • Textile sector Industria Adriatica Confezioni. La Vela La Primavera.

Evaluated procedures and internal control of large companies.

Trained and evaluated staff.

Dr. Francesco Schiavone Panni

Shareholders' Meeting TIM S.p.A. dated April 23, 2024 - Declaration of the candidate Giulia De Martino to the office of Statutory Auditor

The undersigned Giulia De Martino born in Rome on June 2, 1978,

provided that

  • A) TIM S.p.A. (hereinafter also the "Company"), submitted by the shareholder Vivendi S.E. in view of the ordinary Shareholders' Meeting of the Company convened, in single call, for April 23, 2024, to resolve, among others, upon the appointment of Board of Statutory Auditors;
  • B) S.p.A. prescribe for the appointment of Statutory Auditor of the Company;

therefore,

the undersigned, on her own responsibility, pursuant to and for the effects of the law and of the By-Laws,

declares

  • the absence of causes of ineligibility, forfeiture and incompatibility to hold the office of Statutory Auditor of TIM S.p.A., as well as the compliance with the requirements of independence, provided under Article 148, paragraph 3 of the Legislative Decree of February 24, 1998 no. 58 and Article 2, Recommendations no. 7 and no. 9 of the Corporate Governance Code of Borsa Italiana S.p.A., as well as with the integrity and professionalism requirements, provided under the Ministerial Decree dated March 30, 2000, no. 162 and under the By-Laws of the Company;
  • not to hold management or supervisory offices in other companies in excess to the limits set forth under applicable law;
  • to file her curriculum vitae, indicating of the management and supervisory offices held in other companies, authorizing its publication;
  • to undertake to promptly communicate to the Company any changes to this declaration at the date of the Shareholders' Meeting;
  • to be informed and to authorize, pursuant to and for the effects of the data protection applicable law (e.g. Regulation (EU) 2016/679 and Legislative Decree no. 196 dated June 30, 2003, as subsequently amended) that her personal data are collected and processed/disseminated by TIM S.p.A. within the procedure for which this declaration is rendered;

also declares

to accept the candidature and the potential appointment to the office of Standing Auditor of TIM S.p.A.

Rome, March 21, 2024 Signature

GIULIA DE MARTINO

Data di nascita: June 2,1978
Studio: Via Archimede, 44 – 00197 Rome, Italy
Telefoni: +39 338 6296662
Email: [email protected], [email protected]
__________________

ACADEMIC EXPERIENCE

2019-2024 Università degli Studi di Roma Tre – Roma, Italia
Professor on contract "Economia aziendale ambientale e impresa sostenibile" and
"Principi contabili nazionali"
2011-2018 Luiss Guido Carli, Facoltà di Economia – Roma, Italia
Professor "Principi contabili internazionali" and lecturer "Contabilità e bilancio",
and "Principi Contabili Internazionali"
2005-2010 Luiss University, Department of Business administration – Rome, Italy
Research assistant of Business Administration

PROFESSIONAL EXPERIENCE

2002-present Business Advisor, Certified Public Accountant and Auditor (n. iscrizione: 139123; G.U. 03.02.06, n.9, 4° serie speciale)

▪ Advisor for both public and private companies on strategic, organizational and financial aspects:

□ M&A advisory (including mergers, acquisitions, divestitures, spin-offs, carve-outs, liquidations, capital increases, bond issues, fairness opinions); □ corporate valuations;

  • □ strategic plans;
  • □ business and debt restructuring;
  • □ accounting opinions;
  • □ performance measurement and control systems;
  • □ organizational models pursuant to legislative decree 231 of 2001;
  • □ project financing.
  • Technical expert of civil and criminal courts and in arbitrations (both national and international). Technical expert at the Court of Rome, Italy.
  • Statutory auditor in several profit and nonprofit organizations.

EDUCATION

November 2007 Postdoctoral research in Business Administration at Luiss Guido Carli in the
project "IFRS Convergence: the roadmap of convergence between FASB and
IASB"
2003 Dottorato di Ricerca (Ph.D. equivalent) in Business Administration.
Roma Tre University, Business School – Rome, Italy
Laurea in Economia e Commercio (B.A. equivalent), summa cum laude.
1996 Liceo Ginnasio Mameli – Rome, Italy
Diploma di Maturità Classica (Baccalaureate equivalent). Graduated with a
final grade of 60/60.
July 2023 Albo dei soggetti incaricati dall'autorità giudiziaria delle funzioni di
gestione e controllo nelle procedure di cui all'articolo 356 del decreto
legislativo 12 gennaio 2019, n. 14, n. 11135

PUBLICATIONS

December 2011 "Considerations on the subject of lease accounting", in Advances in Accounting,
incorporating Advances in International Accounting, Elsevier, 27 (2011), pp. 355-
365.
April 2011: "La nozione di Fair value in base all'ED Fair Value Measurement: problematiche
applicative ed interpretative", Rivista italiana di Ragioneria ed Economia
aziendale, n. 3 e 4, Rirea
July 2009 "Reflections on lease accounting", Luiss papers.
July 2008 "Le aggregazioni aziendali tra l'IFRS 3 e l'IFRS 3 revised", Rivista italiana di
Ragioneria ed Economia aziendale", Rirea.

LANGUAGES

Italian (native), English (fluent), French (conversational)

BOARD OF DIRECTORS (MARCH 2024)

Company Post
INPS Servizi SpA Board of directors
_ ENAC Board of directors
_ Cassa Lombarda SpA* Board of directors

*Independent Director and Chairman of the Risk Committee

BOARD OF STATUTORY AUDITORS (MARCH 2024)

Company Post
Erg SpA* Standing auditor
Eni Trading & Shipping SpA (Eni Group) Standing auditor
_ Eni Trade & Biofuels SpA (Eni Group) Standing auditor
_ Enilive SpA (Eni Group) Standing auditor
Floaters SpA (Eni Group) Standing auditor
Novasim SpA in Liquidazione Chairman
Società Italiana Traforo del Monte Bianco SpA Standing auditor
Standing auditor
_ International Energy Services SpA (Saipem Group) Standing auditor
_ SEI SpA (Saipem Group) Standing auditor
_ UTM Systems & Services Srl (Leonardo Group) Standing auditor
_ Secosvim SpA (Avio Group) Standing auditor
_ Servizi Colleferro ScpA (Avio Group) Standing auditor
_ Fondazione MEDOR (Gruppo Leonardo) Standing auditor
_ Fondazione OIC Standing auditor
_ Ente Ecclesiastico - Ospedale Gen. Reg. Miulli Standing auditor
*Listed on the Milan Stock Exchange

LIQUIDATOR AND SURVEILLANCE COMMITTEE - BANCA D'ITALIA AND MISE (OCTOBER 2023)

Company Post
_ Advam Partners Sgr SpA in LCA Liquidator
Credito Cooperativo Interprovinciale Veneto in
l.c.a.
Component
_ Valore Italia Holding di Partecipazioni SpA Component
_ Independent Private Bankers Sim SpA Component
_ Fondo Immobiliare chiuso Il Vignola di Polis SGR
SpA
Liquidator
_ Gruppo Condotte in AS Component
_ Fondo Nicher Component

PREVIOUS BOARD OF STATUTORY AUDITORS AND BOARD OF DIRECTORS (MARCH 2024)

Società/Ente Carica
_ TIM SpA* Standing auditor
_ Saipem SpA* Standing auditor
_ Banca Widiba SpA Chairman of Board of standing auditor
_ Versalis SpA (Gruppo Eni) Chairman of Board of standing auditor
e-geos SpA (Gruppo Leonardo) Standing auditor
Agi SpA (Gruppo Eni) Standing auditor
_ Autostrade per l'Italia SpA Sindaco Effettivo
Elettra Investimenti SpA** Board of directors
_ Armònia SGR SpA Standing auditor
_ Raffineria di Gela S.p.A., Standing auditor
_ Quadrilatero Marche Umbria SpA (ANAS) Standing auditor
_ Eni Adfin SpA (Gruppo ENI) Standing auditor
_ Enel SpA Alternate auditor
_ Pzero S.r.l. (Gruppo Pirelli) Standing auditor and ODV
- Autostrade del Molise SpA (ANAS) Standing auditor
- Partenopea Finanza di Progetto Scpa (Astaldi) Standing auditor
- CAV SpA (ANAS) Standing auditor

* Listed on the Milan Stock Exchange

** AIM Italia listed company

Shareholders' Meeting TIM S.p.A. dated April 23, 2024 - Declaration of the candidate Pietro Mastrapasqua to the office of Statutory Auditor

The undersigned Pietro Mastrapasqua born in Rome on May 3, 1958,

provided that

  • A) he has been included in the slate of candidates for the position of Standing Auditor of TIM S.p.A. (hereinafter also the "Company"), submitted by the shareholder Vivendi S.E. in view of the ordinary Shareholders' Meeting of the Company convened, in single call, for April 23, 2024, to resolve, among others, upon the appointment of Board of Statutory Auditors;
  • B) he is aware of the requirements that the current legislation and the By-Laws of TIM S.p.A. prescribe for the appointment as Statutory Auditor of the Company;

therefore,

the undersigned, on his own responsibility, pursuant to and for the effects of the law and of the By-Laws,

declares

  • the absence of causes of ineligibility, forfeiture and incompatibility to hold the office of Statutory Auditor of TIM S.p.A., as well as the compliance with the requirements of independence, provided under Article 148, paragraph 3 of the Legislative Decree of February 24, 1998 no. 58 and Article 2, Recommendations no. 7 and no. 9 of the Corporate Governance Code of Borsa ltaliana S.p.A., as well as with the integrity and professionalism requirements, provided under the Ministerial Decree dated March 30, 2000, no. 162 and under the By-Laws of the Company;
  • not to hold management or supervisory offices in other companies in excess to the limits set forth under applicable law;
  • to file his curriculum vitae, indicating of the management and supervisory offices held in other companies, authorizing its publication;
  • to undertake to promptly communicate to the Company any changes to this declaration at the date of the Shareholders' Meeting;
  • to be informed and to authorize, pursuant to and for the effects of the data protection applicable law (e.g. Regulation (EU) 2016/679 and Legislative Decree no. 196 dated June 30, 2003, as subsequently amended) that his personal data are collected and processed/disseminated by TIM S.p.A. within the procedure for which this declaration is rendered;

also declares

to accept the candidature and the potential appointment to the office of Standing Auditor of TIM S.p.A.

Rome, March 22, 2024 Signature

c u r r i c u l u m v i t a e

Personal information

Mastrapasqua Pietro

Name Pietro Mastrapasqua
Address
Telephone
E-mail
PEC
Viale delle Milizie, 14 –
00192 Roma
+39 06 328631
[email protected]
[email protected]
Nationality Italian
Date of birth May 3rd, 1958
Work experience
• Dates
• Name and address of employer
From 2021 as of today
BAKER TILLY MTEA
Viale delle Milizie, 14 – 00192 Roma
Viale Andrea Doria, 7 - 20124 Milano
• Type of business or sector
• Occupation or position held
• Main activities and responsibilities
Tax and corporate advice
Tax adviser
Founder
• Dates
• Name and address of employer
From 1988 to 2021
MTEA
Viale delle Milizie, 14 – 00192 Roma
Viale Andrea Doria, 7 - 20124 Milano
• Type of business or sector Tax and corporate advice
• Occupation or position held Tax adviser
• Main activities and responsibilities Managing Partner
• Dates
• Name and address of employer
From 1985 to 1988
Targa-Di Paco-Pagani-Vichi (KPMG network)
Piazza delle Muse 8 – 00197 Roma
• Type of business or sector Tax and corporate advising firm
• Occupation or position held
• Main activities and responsibilities
Tax adviser
Partner
• Dates
• Name and address of employer
From 1983 to 1985
Trivoli (former Arthur Andersen tax partner)
Via del Poggio Laurentino 66 – 00144 Roma
• Type of business or sector Tax and corporate advising firm
• Occupation or position held Tax adviser
Page 1 - Curriculum vitae of
• Dates
• Name and address of employer
• Type of business or sector
• Occupation or position held
From 1982 to 1983
Price Waterhouse s.a.s.
Largo Angelo Fochetti 30 – 00154 Roma
Auditing
Tax expert
• Dates
• Name and address of employer
• Type of business or sector
• Occupation or position held
From 1981 to 1982
Price Waterhouse s.a.s.
Largo Angelo Fochetti 30 – 00154 Roma
Auditing
Auditor
• Dates
• Name and address of employer
• Type of business or sector
• Occupation or position held
From 1981 to 1981
BNL – Banca Nazionale del Lavoro
Via Bissolati – 00187 Roma
Bank
Trainee as bank manager
Education and training Degree in Economics – Business Administration
Libera Università Internazionale degli Studi Sociali (LUISS) - Roma
Professional skills Tax adviser
-
Certified public accountant
-
-
Expert witness at the court of Rome
-
Journalist
Mother tongue Italian
Other languages
• Reading skills
• Writing skills
• Verbal skills
English
Excellent
Excellent
Excellent
Academic skills -
Professor of Business Economics at SAPIENZA – University of Rome
-
Qualified University teacher at graduate and post graduate courses and conferences
concerning tax and business law in Italy (Libera Università Internazionale degli Studi
Sociali- LUISS, Libera Università Maria Santissima Assunta - LUMSA) Università degli
Studi "Roma Tre", Università degli Studi di Roma "Tor Vergata", and abroad
(International Tax Academy – USA)
-
Lecturer of the Antonio Berliri Master's Degree in Tax Law at the University of Bologna
Technical skills
and competences
-
Founding Partner of Baker Tilly MTEA
-
Member of Boards of Statutory Auditors of companies listed on the Italian Stock
Exchange and of Italian companies belonging to groups with companies listed on the
New York, London, Paris and Frankfurt stock exchanges
-
Chairman and member of Boards of Statutory Auditors of Companies and of
supervisory bodies of Institutions, Pension Funds, Health Funds
Coordinator and member of supervisory bodies pursuant to Legislative Decree no.
-
231/2001 of joint-stock companies operating in the manufacturing and services sectors
-
Member of the Steering and Supervisory Board of INPS and member of the Budget
Commission of said body
-
Consultant on behalf of the Bank of Italy
-
Member of the Scientific Committee for the revision of INAIL's organizational model
Member of scientific committees of journals specializing in tax and corporate matters
-
-
Member of the delegation of the Associazione Nazionale Tributaristi Italiani (ANTI) at
CFE Tax Advisers Europe
-
Technical Director of Authorized Tax Assistance Centers
-
Member of the Commission "Direct Taxes - Extraordinary Operations" of the Order of
Chartered Accountants of Rome
-
Member of the Commission "International Taxation and Community Law" of the Order
of Chartered Accountants and Accounting Experts of Rome
-
Participant, as expert, to the National Forum of the Third Sector's Legislative Technical
Table
Member of study commissions within the Intercommission Group on tax reform of the
-
National Economic and Labour Council - CNEL
-
Technical Consultant of the Civil and Criminal Court of Rome
Lecturer at the Superior School of Tax Police of the Guardia di Finanza
-
-
Lecturer at the Agenzia delle Entrate's Master in corporate and international taxation,
at the IPSOA Tax Master and at the International Tax Academy (USA)
Lecturer, for the tax area, in the courses of the Scuola Superiore dell'Economia e delle
-
Finanze formerly Scuola Centrale Tributaria 'Ezio Vanoni', Synergia Formazione,
Paradigma, INFOR, IPSOA, EUROS, Ordine dei Dottori Commercialisti e degli Esperti
Contabili di Roma, Ordine dei Dottori Commercialisti e degli Esperti Contabili di Milano
Author of articles on tax and corporate issues relating to noncommercial entities, in
-
Italian and international journals, books on tax issues, works on tax, corporate and
administrative issues.
Auditing positions held in
companies Statutory Auditor of the following companies:
-
BARZANO' & ZANARDO MILANO S.p.A.
-
BLU BANCA S.p.A.
-
IN & OUT S.p.A.
MARSH S.p.A.
-
-
MARSH ADVISORY S.r.l.
-
TELEPERFORMANCE KS ITALIA S.p.A.
-
VICTOR INSURANCE S.r.l.
Additional information
-
Board member of the Section of Lazio of the Italian National Tax Advisers Association
(ANTI)
-
Member of The International Fiscal Association (IFA)
Member of the European Register of Tax Advisers
-
Member of the association "Il trust in Italia" (Trust in Italy)
-

I hereby state, under and for the purposes of the provisions of the Presidential Decree 445/2000, that the foregoing is true. I authorize the processing of the personal data pursuant to the GDPR foreseen by art. 13 of the European Regulation (UE) 679/2016.

Shareholders' Meeting TIM S.p.A. dated April 23, 2024 - Declaration of the candidate Massimiliano Di Maria to the office of Statutory Auditor

The undersigned Massimiliano Di Maria born in Brindisi on May 4, 1971,

provided that

  • A) TIM S.p.A. (hereinafter also the "Company"), submitted by the shareholder Vivendi S.E. in view of the ordinary Shareholders' Meeting of the Company convened, in single call, for April 23, 2024, to resolve, among others, upon the appointment of Board of Statutory Auditors;
  • B) prescribe for the appointment as Statutory Auditor of the Company;

therefore.

the undersigned, on his own responsibility, pursuant to and for the effects of the law and of the By-Laws,

declares

  • to the absence of causes of ineligibility, forfeiture and incompatibility to hold the office of Statutory Auditor of TIM S.p.A., as well as the compliance with the requirements of independence, provided under Article 148, paragraph 3 of the Legislative Decree of February 24, 1998 no. 58 and Article 2, Recommendations no. 7 and no. 9 of the Corporate Governance Code of Borsa Italiana S.p.A., as well as with the integrity and professionalism requirements, provided under the Ministerial Decree dated March 30, 2000, no. 162 and under the By-Laws of the Company;
  • not to hold management or supervisory offices in other companies in excess to the limits set forth under applicable law;
  • to file his curriculum vitae, indicating of the management and supervisory offices held in other companies, authorizing its publication;
  • to undertake to promptly communicate to the Company any changes to this declaration at the date of the Shareholders' Meeting;
  • to be informed and to authorize, pursuant to and for the effects of the data protection applicable law (e.g. Regulation (EU) 2016/679 and Legislative Decree no. 196 dated June 30, 2003, as subsequently amended) that his personal data are collected and processed/disseminated by TIM S.p.A. within the procedure for which this declaration is rendered;

also declares

to accept the candidature and the potential appointment to the office of Alternate Auditor of TIM S.p.A.

Milan, March 23th, 2024

Signature

am il

CURRICULUM VITAE

Milan, 19th March 2024

Mr. Massimiliano DI MARIA was born in Brindisi on 4 th May 1971 and is resident in Milano (MI) – Via Mauro Macchi no. 10 and domiciled in Milano – Via A. Manzoni n. 38 – tel. n. 02783268 – 0276006349 – telefax n. 0276024039 – e-mail address: [email protected]. He is a Chartered Accountant registered in the Register of Auditors – Official Gazette n. N. 67 IV Serie Speciale 24/8/2001.

EDUCATIONAL BACKGROUND AND PROFESSIONAL HISTORY

Degree in Economics and Business at Università degli Studi di Pavia. Since year 1997, he has been collaborating with primary firms of Chartered Accountants of Milan. Starting from 2014 Equity Partner in Studio Vanzetta e Associati. Specialized in corporate and tax consulting and company and business evaluation; he has worked closely with private equity funds (Investindustrial, Hatton Collins, Lincolnshire, H.I.G. Capital, Lonestare, Carlyle, Lion Capital) and investment funds in real estate (Katara Hospitality, Vastint, TIAA Henderson, Black Rock, ING, Sonae, CBRE Global Investor, INVESCO).

AREAS OF EXPERTISE

  • Corporate law
  • Company evaluation
  • Accounting Standards
  • Domestic taxation
  • Group Reorganizations
  • M&A Transactions
  • Tax Litigation

MAIN COMPANIES IN WHICH HE IS APPOINTED MEMBER OF THE BOARD OF STATUTORY AUDITORS

  • AGRIFARMA S.p.A. (Chairman)
  • B&B ITALIA S.p.A. (Chairman)
  • FLOS S.p.A. (Chairman)
  • FORGITAL ITALY S.p.A. (Chairman)
  • INTERNATIONAL DESIGN GROUP S.p.A. (Chairman)
  • POLIGOF S.p.A (Chairman)
  • TETRA PAK CLOSURES ITALY S.r.l. Socio Unico Milano (Chairman)
  • ARTSANA S.p.A. (Standing Statutory Auditor)
  • EVOCA S.p.A. (Standing Statutory Auditor)
  • KONECTA ITALIA S.p.A. (Standing Statutory Auditor)
  • EOLO S.p.A. (Standing Statutory Auditor)
  • POLIS FONDI SGR.p.A. (Standing Statutory Auditor)
  • CEDACRI S.p.A. (Standing Statutory Auditor)

Audit Activity

The undersigned also declares to have carried out auditing activities for over three years.

Pursuant to Legislative Decree no. 196/2003 I authorize the use of my personal data included in my CV.

Yours faithfully Massimiliano Di Maria

Shareholders' Meeting TIM S.p.A. dated April 23, 2024 - Declaration of the candidate Carlotta Veneziani to the office of Statutory Auditor

The undersigned Carlotta Veneziani born in Piacenza on April 13, 1981,

provided that

  • A) she has been included in the slate of candidates for the position of Alternate Auditor of TIM S.p.A. (hereinafter also the "Company"), submitted by the shareholder Vivendi S.E. in view of the ordinary Shareholders' Meeting of the Company convened, in single call, for April 23, 2024, to resolve, among others, upon the appointment of Board of Statutory Auditors;
  • B) she is aware of the requirements that the current legislation and the By-Laws of TIM S.p.A. prescribe for the appointment of Statutory Auditor of the Company;

therefore,

the undersigned, on her own responsibility, pursuant to and for the effects of the law and of the By-Laws,

declares

  • the absence of causes of ineligibility, forfeiture and incompatibility to hold the office of Statutory Auditor of TIM S.p.A., as well as the compliance with the requirements of independence, provided under Article 148, paragraph 3 of the Legislative Decree of February 24, 1998 no. 58 and Article 2, Recommendations no. 7 and no. 9 of the Corporate Governance Code of Borsa Italiana S.p.A., as well as with the integrity and professionalism requirements, provided under the Ministerial Decree dated March 30, 2000, no. 162 and under the By-Laws of the Company;
  • not to hold management or supervisory offices in other companies in excess to the limits set forth under applicable law;
  • to file her curriculum vitae, indicating of the management and supervisory offices held in other companies, authorizing its publication;
  • to undertake to promptly communicate to the Company any changes to this declaration at the date of the Shareholders' Meeting;
  • to be informed and to authorize, pursuant to and for the effects of the data protection applicable law (e.g. Regulation (EU) 2016/679 and Legislative Decree no. 196 dated June 30, 2003, as subsequently amended) that her personal data are collected and processed/disseminated by TIM S.p.A. within the procedure for which this declaration is rendered;

also declares

to accept the candidature and the potential appointment to the office of Alternate Auditor of TIM S.p.A.

Milan, March 20, 2024

Signature

CURRICULUM

Milan, March 19, 2024

Mrs. Carlotta VENEZIANI was born in Piacenza on 13/4/1981 and is domiciled in Milano – Via Manzoni n. 38 - tel n. 02783268 – 0276006349 – telefax n. 0276024039 – email address: [email protected]. Chartered Accountant registered in the Register of Auditors (n: 156089) – Official Gazette n. 67 bis of 1/9/2009.

Educational background and professional history

Degree in Economics and Law for the Enterprises obtained on October 2004 at the Università Commerciale Luigi Bocconi.

Since year 2004, she has been collaborating with the firm Studio Associato Maffeis – Vanzetta, of which she became partner in year 2012. In October 2014, after the retirement of Mr. Maurizio Maffeis, the firm changed its name into Studio Vanzetta e Associati.

She recently participated in the following extraordinary transactions on behalf of private equity funds:

  • (i) acquisition of the TAS group;
  • (ii) acquisition of Agrifarma and Maxi Zoo;
  • (iii) acquisition of the NGG Holding Farfetch group;
  • (iv) acquisition of the Flos group;
  • (v) acquisition of the B&B Italia group;
  • (vi) acquisition of the Artsana group;
  • (vii) reorganization of Design Holding.

Areas of expertise

  • corporate law, with particular reference to control in supervised and non-supervised companies in both financial and industrial sectors;
  • domestic and international accounting standards;
  • domestic taxation.

Main companies in which she is appointed member of the Board of Statutory Auditors

  • − AGRIFARMA S.p.A. Via Parma 394, Chiavari (Standing Statutory Auditor)
  • − ASSIETTA PRIVATE EQUITY S.G.R. S.p.A. Via cesare Cantù 1, Milano (Standing Statutory Auditor)
  • − BIOGEN ITALIA S.r.l. Via Giovanni Spadolini n, 5 Edificio A Milano (Standing Statutory Auditor)
  • − CEME S.P.A. Via Tortona n. 25 Milano (Chairman of the Board of Statutory Auditors)
  • − FLOS S.p.A.- Via Angelo Faini n. 2- Bovezzo (BS) (Standing Statutory Auditor);
  • − INTERNATIONAL DESIGN GROUP S.p.A.- Via Manzoni n. 38 Milano (Standing Statutory Auditor)
  • − IRE EVAF 2 ITALY S.p.A. Via A. Manzoni n. 38 Milano (Chairman of the Board of Statutory Auditors)
  • − IRE EHF ITALY S.p.A. Via A. Manzoni n. 38 Milano (Chairman of the Board of Statutory Auditors)
  • − PRENATAL RETAIL GROUP S.p.A. socio unico Via Gioberti n. l Milano (Standing Statutory Auditor)

Main companies in which she is appointed member of the Board of Directors

  • AMAPOLA SPA Via Manzoni n. 38 Milano (Chairman of the Board of Directors);
  • FARFETCH ITALIA S.r.l.- Via A. Manzoni n. 38- Milano (Director).

Member of Supervisory Board (Organismo di Vigilanza)

  • SAFIM S.r.l. - Via D. Livingstone 6 – Modena

Audit Activity

The undersigned also declares to have carried out auditing activities for over three years.

The undersigned also declares not to be in one of the conditions of ineligibility or disqualification provided for by art. 2399 of the Civil Code.

Yours faithfully

Carlotta Veneziani

Shareholders' Meeting TIM S.p.A. dated April 23, 2024 - Declaration of the candidate Barbara De Leo to the office of Statutory Auditor

The undersigned Barbara De Leo born in Rome on December 30, 1966,

provided that

  • A) TIM S.p.A. (hereinafter also the "Company"), submitted by the shareholder Vivendi S.E. in view of the ordinary Shareholders' Meeting of the Company convened, in single call, for April 23, 2024, to resolve, among others, upon the appointment of Board of Statutory Auditors:
  • B) she is aware of the requirements that the current legislation and the By-Laws of TIM S.p.A. prescribe for the appointment of Statutory Auditor of the Company;

therefore,

the undersigned, on her own responsibility, pursuant to and for the effects of the law and of the By-Laws,

declares

  • the absence of causes of ineligibility, forfeiture and incompatibility to hold the office of Statutory Auditor of TIM S.p.A., as well as the compliance with the requirements of independence, provided under Article 148, paragraph 3 of the Legislative Decree of February 24, 1998 no. 58 and Article 2, Recommendations no. 7 and no. 9 of the Corporate Governance Code of Borsa Italiana S.p.A., as well as with the integrity and professionalism requirements, provided under the Ministerial Decree dated March 30. 2000, no. 162 and under the By-Laws of the Company;
  • not to hold management or supervisory offices in other companies in excess to the limits set forth under applicable law;
  • to file her curriculum vitae, indicating of the management and supervisory offices held in other companies, authorizing its publication:
  • to undertake to promptly communicate to the Company any changes to this declaration at the date of the Shareholders' Meeting;
  • to be informed and to authorize, pursuant to and for the effects of the data protection applicable law (e.g. Regulation (EU) 2016/679 and Legislative Decree no. 196 dated June 30, 2003, as subsequently amended) that her personal data are collected and processed/disseminated by TIM S.p.A. within the procedure for which this declaration is rendered;

also declares

to accept the candidature and the potential appointment to the office of Alternate Auditor of TIM S.p.A.

Rome, March 21, 2024

Barbara De Leo

Personal information

Date and place of birth: 30 December 1966, Rome

Nationality: Italian

Fiscal Code: DLEBBR66T70H501E

Address: V.le del Vignola n. 23, Rome

Phone number: 348/ 8754238

E-mail: [email protected]; [email protected]

Work experience

November 2018 - Studio Schiavone Panni
V.le Antonio Gramsci 7
currently
P. IVA / Fiscal Code 06956030586
Position held: Tax Manager
· tax consultancy activities on direct and indirect taxes, on financial
statement and corporate governance, to small and medium companies
(i.e. fiscal compliance, opinion and memo in relation to specific matters);
· consultancy on corporate governance (i.e. resolutions oh shareholders,
board of Directors' meetings);
· assistance in the filling of tax return, as well as the management of the
main tax compliance, provided by the law;
· auditing of the financial statement oh unlisted companies;
· assistance in the main extraordinary companies operations (i.e.
mergers, spin off, transfers, liquidation);
· consultancy for private clients on tax matters (i.e. assistance to Italians
resident abroad, expatriates, constitution of trust e other instruments of
protection of assets).
January 2016 - Oct. Studio Foglia and Partners
2018 Via Flaminia 141
P. IVA / Fiscal Code: 13665451004
Position held: Partner
· tax consultancy activities on direct and indirect taxes, on financial
statement and corporate governance, to medium and large companies
(i.e. fiscal compliance, opinion and memo in relation to specific
matters);
assistance in the filling of tax return, as well as the management of the
main tax compliance, provided by the law;
assistance in the main extraordinary companies' operations (i.e.
mergers, spin off, transfers, liquidation);
tax due diligence in the company reorganizations;
0
tax consultancy on transfer pricing matters;
assistance during tax audit and the pre-tax litigation phase.
0
January 2011 - Dec.
2015
Studio Tremonti Vitali Romagnoli Piccardi e Associati
Via della Consulta 1B
P. IVA / Fiscal Code 01867760159
Position held: Associate
· tax consultancy activities on direct and indirect taxes, on financial
statement and corporate governance, to medium and large companies
(i.e. fiscal compliance, opinion and memo in relation to specific
matters);
assistance in the filling of tax return, as well as the management of the
main tax compliance, provided by the law;
assistance in the main extraordinary companies' operations (i.e.
mergers, spin off, transfers, liquidation);
tax due diligence in the company reorganizations;
tax consultancy on transfer pricing matters;
0
assistance during tax audit and the pre-tax litigation phase.
January 1996 - Dec.
2010
Studio Deiure
Via Pontaccio 10, Milan
P. IVA / Fiscal Code 0677090152
Position held: Associate
· tax consultancy activities on direct and indirect taxes, on financial
statement and corporate governance, to medium and large companies
(i.e. fiscal compliance, opinion and memo in relation to specific
matters);
· assistance in the filling of tax return, as well as the management of the
main tax compliance, provided by the law;
assistance in the main extraordinary companies' operations (i.e.
mergers, spin off, transfers, liquidation);
tax due diligence in the company reorganizations;
tax consultancy on transfer pricing matters;
assistance during tax audit and the pre-tax litigation phase.
January 1994 - Dec.
1995
Studio Di Tanno Associati
Via Pontaccio 10, Milan
P. IVA / Fiscal Code 0677090152
Position held: Associate
· tax consultancy activities on direct and indirect taxes, on financial
statement and corporate governance, to medium and large companies
(i.e. fiscal compliance, opinion and memo in relation to specific
matters);
assistance in the filling of tax return, as well as the management of the
main tax compliance, provided by the law;
· assistance in the main extraordinary companies' operations (i.e.
mergers, spin off, transfers, liquidation);
tax due diligence in the company reorganizations;
0
tax consultancy on transfer pricing matters;
assistance during tax audit and the pre-tax litigation phase

Education and training

Degree in Political Sciences from the University of Rome "La Sapienza", final score 110/110.

Master in Tax Law from school of specialization post degree "Tax Consulting Firm" by Dott. Antonio Scalia.

Professional registrations

Chartered account, from 1996, listed in the Register of Chartered account and account experts of Rome at number AA_005747.

Auditor appointed by Ministerial Decree on November 25, 1999, published on Gazzetta Ufficiale della Repubblica Italiana n. 100 of December 17, 1999, at number 104115.

Positions held

(i) Position actually held

Company Position Term of office
Enne Esse Ti S.p.A.
legal address in Rome, V.le Shakespeare 47
Statutory Auditor until approval of the balance sheets at 31.12.2023
F.C. 13244521004
Siap Micros S.p.A.
legal address in Castello Roganzuolo di S Fiore (TV)
F.C. 03520550264
Chairman of the Board of Statutory Auditors until approval of the balance sheets at 31.12.2023
Siap Micros Holding Srl
legal address in Rome, Via Quintiliano n. 10
F.C. 14896571008
Sole Statutory Auditor until approval of the balance sheets at 31.12.2023
Caltagirone S.p.A.
legal address in Roma, Via Barberini 28
Alternate Auditor until approval of the balance sheets at 31.12.2025
F.C. 00433670585
RSE S.p.A.
legal address in Milan, Via R. Rubattino n. 54
F.C. 05058230961
Alternate Auditor until approval of the balance sheets at 31.12.2023
Retelit Digital Services S.p.A.
legal address in Milan, Via Pola 9
F.C. 12862140154
Alternate Auditor until approval of the balance sheets at 31.12.2023
Retelit S.p.A.
legal address in Milan, Via Pola 9
F.C. 12897160151
Alternate Auditor until approval of the balance sheets at 31.12.2023

(ii) Position held in the past

Company Position Term od office
Italgas Acqua S.p.A.
C.F. 10538260968
Member of Supervisory Body 231 from July 2021 until 31.12.2023
Associazione Marco Polo Council in liquidazione Liquidator
C.F. 97971790585
from July 15 2021 until 31.12.2023
Interactive Thinking Srl
C.F. 10720491009
Sole Statutory Auditor and Auditor from 31.10.2018 until 31.12.2021
MPC SRL
C.F. 15416681003
Liquidator from 1.4.2021 untill 26.7.2022
Nalco Italiana S.r.l.
C.F. 04919861007
Statutory Auditor until approval of financial statement at 31.12.2015
Nalco Italiana Holdins S.r.l.
C.F. 11105931007
Statutory Auditor until approval of financial statement at 30.11.2016
Palazzo Finance Due S.r.l.
C.F. 12963890152
Statutory Auditor until approval of financial statement at 31.12.2010
Tampieri Financial Group S.p.A.
C.F. 00068670397
Statutory Auditor until approval of financial statement at 12 settembre 2011
Aquazur S.r.l.
C.F. 02136520372
Statutory Auditor until 31.12.2003
Macolive International S.r.l.
C.F. 90040500473
Statutory Auditor until approval of financial statement at 31.12.09
Dic Alliance Italyco S.p.A.
C.F. 05946690962
Statutory Auditor until approval of financial statement at 31.12.2011
Rohde & Schwarz Italia S.p.A.
C.F. 02156670156
Statutory Auditor until 18 ottobre 2012
NTD S.r.l.
C.F. 00231730136
Alternate Auditor until approval of financial statement at 31.12.2016
Boeing Italian Holdings S.r.l.
C.F. 05516790960
Alternate Auditor until approval of financial statement at 31.12.2009
Ocean 1 S.r.l.
C.F. 01149730457
Alternate Auditor until approval of financial statement at 31.12.2009
I.P.R. Istituto Pratese di radiognastica S.p.A.
C.F.
Alternate Auditor until March 31, 2006
Bunge Italia S.p.A.
C.F. 13250240150
Alternate Auditor until approval of financial statement at 31.12.2009
Rockwell Automation S.r.l.
C.F. 06159450011
Alternate Auditor until 1 March 2010
C-Map Italy S.r.l.
C.F. 09173360158
Alternate Auditor until May 27, 2010
Ellesse International S.r.I.
C.F. 02026280541
Alternate Auditor until november 28, 2011
Tampieri Energie S.r.l.
C.F. 02062760398
Alternate Auditor until May, 2011
Sincat - società internazionale per
la cooperazione e l'assistenza tecnica
C.F. 03814450585
Alternate Auditor until February 25, 2008
Bose S.p.A.
C.F. 01247310582
Alternate Auditor util November 23, 2011
Servizi per la sanità S.r.l.
C.F. 01150570669
Alternate Auditor until November 3, 2008

ty

I hereby give consent for my data according to Law. N. 196 of 30 June 2003 and EU Regulation n. 679 of 27 April 2016 (General Data Protection Regulation - GDPR).

Date: March 21, 2024

Signature Bortsere Di tes

Shareholders' Meeting TIM S.p.A. dated April 23, 2024 - Declaration of the candidate Nicola Gualandi to the office of Statutory Auditor

The undersigned Nicola Gualandi born in Bologna on April 29, 1969,

provided that

  • A) TIM S.p.A. (hereinafter also the "Company"), submitted by the shareholder Vivendi S.E. in view of the ordinary Shareholders' Meeting of the Company convened, in single call, for April 23, 2024, to resolve, among others, upon the appointment of Board of Statutory Auditors;
  • B) he is aware of the requirements that the current legislation and the By-Laws of TIM S.p.A. prescribe for the appointment as Statutory Auditor of the Company;

therefore.

the undersigned, on his own responsibility, pursuant to and for the effects of the law and of the By-Laws,

declares

  • the absence of causes of ineligibility, forfeiture and incompatibility to hold the office of Statutory Auditor of TIM S.p.A., as well as the compliance with the requirements of independence, provided under Article 148, paragraph 3 of the Legislative Decree of February 24, 1998 no. 58 and Article 2, Recommendations no. 7 and no. 9 of the Corporate Governance Code of Borsa Italiana S.p.A., as well as with the integrity and professionalism requirements, provided under the Ministerial Decree dated March 30, 2000, no. 162 and under the By-Laws of the Company;
  • not to hold management or supervisory offices in other companies in excess to the limits set forth under applicable law;
  • to file his curriculum vitae, indicating of the management and supervisory offices held in other companies, authorizing its publication;
  • to undertake to promptly communicate to the Company any changes to this declaration at the date of the Shareholders' Meeting;
  • to be informed and to authorize, pursuant to and for the effects of the data protection applicable law (e.g. Regulation (EU) 2016/679 and Legislative Decree no. 196 dated June 30, 2003, as subsequently amended) that his personal data are collected and processed/disseminated by TIM S.p.A. within the procedure for which this declaration is rendered:

also declares

to accept the candidature and the potential appointment to the office of Alternate Auditor of TIM S.p.A.

Bologna, March 21, 2024 Signature

NICOLA GUALANDI DOTTORE COMMERCIALISTA REVISORE LEGALE

Nicola Gualandi

Tel. 051/306593 E-mail [email protected]

Born in Bologna (Italy) on 29 aprile 1969 Resident in Bologna (Italy), Via C. Tambroni n. 8 Fiscal code GLNNCL69D29A944H

Office Via Paolo Costa n. 9 - Bologna (Italy) www.studiorgcm.it

Main activities and responsibilities

  • Assumption of roles of auditor, statutory auditor in various companies and in ETS Foundations;
  • Assumption of roles as board member of professional sports clubs;
  • Consultancy activities for companies regarding financial statements (ITA Gaap and IFRS), direct and indirect taxes and corporate law;
  • Planning and preparation of economic and financial budgets;
  • National and international tax planning of groups;
  • Consultancy activities for companies operating in the professional sports sector;
  • Assistance and consultancy regarding transfer price documentation;
  • Professional assistance to companies in the context of tax audit activities and in the management of deflationary institutions in tax disputes;

40137 Bologna - Via Paolo Costa n. 9 Tel. 051. 306593 Telefax 051. 344194 E-mail: [email protected]

NICOLA GUALANDI DOTTORE COMMERCIALISTA REVISORE LEGALE

  • Professional assistance in tax litigation regarding direct and indirect taxes in front of the Provincial and Regional Tax Commissions;
  • Drafting requests for tax rulings addressed to the Financial Administration;
  • Assistance and consultancy in the study and execution of extraordinary corporate operations (activity in private equity M&A);
  • Activity as technical consultant for parties in civil proceedings.

Education and professional qualifications

Graduated with Degree in Economics from the University of Bologna (Italy) Public Accountant registered since 2001 and Independent Auditor registered in the Public Accountant Register since 2002.

List of the positions held ex art. 2400 comma 4 of the Civil Code

Member of the boards of directors

1) Virtus Pallacanestro Bologna Società per Azioni, Bologna - Board Member in charge until the approval of financial statements as of 30.06.2024.

Incarichi di Sindaco

  • 1) Società Anonima Immobiliare Crea, Bologna Statutory auditor in charge until the approval of financial statements as of 30.06.2025;
  • 2) Promotec S.r.I., Anzola dell'Emilia (BO) Statutory auditor in charge until the approval of financial statements as of 31.12.2025;
  • 3) Berardi Bullonerie S.r.l., Castel Guelfo (BO) Statutory auditor in charge until the approval of financial statements as of 31.12.2024;
  • 4) Poligrafici Printing S.p.a., Bologna alternate auditor in charge until the approval of financial statements as of 31.12.2024;

5) Day Ristoservice S.p.a. Società Benefit, Bologna - alternate auditor in charge until the approval of financial statements as of 31.12.2025;

Incarichi di Revisore

  • 1) Tre S.r.l. Bologna independent auditor in charge until the approval of financial statements as of 31.12.2025;
  • 2) Fondazione Zanetti ETS Villorba (TV) independent auditor in charge until the approval of financial statements as of 31.12.2024.

(Nicola Gualandi)

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