Pre-Annual General Meeting Information • Mar 12, 2024
Pre-Annual General Meeting Information
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TIM S.p.A. Registered Office in Milan Via Gaetano Negri no. 1 General Management and Secondary Office in Rome Corso d'Italia no. 41 Certified email (PEC): [email protected] Share capital euro 11,677,002,855.10 fully paid-up Tax code/VAT no. and registration number with the Milan-Monza Brianza-Lodi Companies' Register 00488410010
The Ordinary Shareholders' Meeting of TIM S.p.A. is called for April 23, 2024, at 11 a.m. (single call) in Milan, Via Gaetano Negri no. 1, with the following
As permitted by Decree Law no. 18 of March 17, 2020, as amended (the "Decree"), the validity of which was last extended by Decree Law no. 215 of December 30, 2023 (converted, with amendments, into Law no. 23 of February 23, 2024, no. 18), without prejudice to the procedures for the prior exercise of voting rights set forth below, attendance at and the exercise of voting rights at the Shareholders' Meeting shall be effected exclusively through the representative appointed by the Company, pursuant to Article 135-undecies of Legislative Decree no. 58 of February 24, 1998 ("Consolidated Law on Finance"), identified as Studio Legale Trevisan & Associati, Milan (the "Designated Representative"), or its proxies in the event of impediment. As permitted by Article 106 of the Decree, the Designated Representative may also be granted proxies and/or sub-delegations pursuant to Article 135-novies of the Consolidated Law on Finance.
It should be noted that Directors, Statutory Auditors, the Secretary of the meeting and the Designated Representative themselves may also take part in the proceedings by means of telecommunications, without the need for the Chairman and Secretary to be in the same place.
The procedures of the Shareholders' Meeting may be supplemented and/or changed, as communicated well in advance.
The Board of Directors will be appointed on the basis of lists submitted by the outgoing Board of Directors and by shareholders with a total number of shares representing at least 0.5% of the ordinary share capital. In consideration of the circumstance that participation in the present Shareholders' Meeting is permitted exclusively through the Designated Representative and the submission of proposals is not permitted during the proceedings (as clarified by Consob), the lists must be submitted by March 29, 2024 by sending them to the email address [email protected], with production by April 2, 2024 of the securities proving entitlement on the day the list is submitted.
Each list must be filed together with:
Shareholders who submit a list containing a number of candidates exceeding half of the members to be elected are also requested (i) to provide adequate information on its compliance with the orientation expressed by the outgoing Board of Directors (the Guiding Opinion, available on the Company's website at www.gruppotim.it/agm)) and (ii) to indicate their candidate for the office of Chairman of the Board of Directors to be appointed.
It should be noted that Consob recommends that shareholders submitting a 'minority list' file with the list a declaration attesting to the absence of any relationship of connection, even indirect, pursuant to Article 147-ter, paragraph 3 of the Consolidated Law on Finance and Article 144-quinquies of Consob Regulation no. 11971/1999.
The duly submitted lists will be made public on the website of the '' storage mechanism (), as well as on the Company's website at www.gruppotim.it/agm.
Shareholders wishing to submit a list are invited to read the Guiding Opinion and contact the Company's Corporate Affairs department in advance to define any necessary operational details.
The Board of Statutory Auditors will be appointed on the basis of lists submitted by shareholders with a total number of shares representing at least 0.5% of the ordinary share capital. In consideration of the circumstance that intervention in this Shareholders' Meeting is only permitted through the Designated Representative and the submission of proposals during the proceedings is not permitted (as clarified by Consob), the lists must be submitted by March 29, 2024 by sending them to the email address [email protected]. In the event that only one (or no) list is validly submitted by this deadline, or only lists submitted by shareholders in a related relationship, the filing deadline is postponed to April 1, 2024 and the eligibility threshold is halved to 0.25% of the ordinary share capital. Proof of entitlement on the day the list is submitted must be produced by April 2, 2024.
Each list must be filed together with:
Shareholders submitting a list are also requested to expressly indicate their candidate for the office of Chairman of the board, should the list turn out to be a 'minority list'.
The duly submitted lists will be made public on the website of the '' storage mechanism (), as well as on the Company's website at www.gruppotim.it/agm.
Shareholders wishing to submit a list are invited to contact the Company's Corporate Affairs department in advance to define any necessary operational details.
Shareholders who collectively represent at least 2.5% of the ordinary share capital and who are entitled to exercise this right in the manner provided for in the applicable regulations may request additions to the Agenda. This is not permitted in connection with matters on which the Shareholders' Meeting resolves, pursuant to law, on the proposal of the Directors or on the basis of a draft or a report other than those referred to in Article 125-ter (1) of the Consolidated Law on Finance.
The request for additions and a report explaining the reasons, together with a copy of an identity document of the applicant, must be received within 10 days of the publication of this notice (i.e. by March 22, 2024), in hard copy, at the address:
TIM S.p.A. Corporate Affairs - Re: Agenda Via Gaetano Negri no. 1 20123 MILAN - Italy,
or by email to [email protected].
After verifying the regularity of the exercise of the right, the Company shall give notice of the additions to the agenda, in the same manner as prescribed for the publication of the notice of call, no later than April 8, 2024.
Shareholders wishing to exercise this right are invited to contact the Company's Corporate Affairs department in advance to define any necessary operational details.
In consideration of the circumstance that participation in this Shareholders' Meeting is allowed exclusively through the Designated Representative and the presentation of proposals during the proceedings is not permitted (as clarified by Consob), with reference to this meeting, all shareholders who are entitled to exercise such right in the forms envisaged by the applicable regulations are allowed to submit individual proposals for resolutions on the items on the Agenda by sending them by April 8, 2024 (together with a copy of an identity document), in hard copy, to the address
TIM S.p.A. Corporate Affairs - Re: Agenda Via Gaetano Negri no. 1
20123 MILAN - Italy,
or by email to [email protected].
It is recommended that proposals be formulated in a clear and comprehensive manner, preferably accompanied by a report stating the reasons for the proposal.
After verifying the relevance of the proposals with respect to the Agenda, as well as their completeness and compliance with the applicable regulations, the Company will make all proposals received (and any accompanying illustrative reports) known by April 9, 2024 by publishing them on the Company's website at www.gruppotim.it/agm.
The reports on the items on the Agenda and the remaining documents of the Shareholders' Meeting will be made available at the storage mechanism () as well as on the Company's website at www.gruppotim.it/agm within the legal deadlines.
The documentation can also be requested by contacting the addresses mentioned at the end of this notice.
Those entitled to vote, legitimised in accordance with the applicable regulations, may submit questions on the items on the Agenda by sending them by April 12, 2024 in hard copy to the address:
TIM S.p.A. Corporate Affairs - Re: Questions Via Gaetano Negri no. 1 20123 MILAN - Italy,
or by email to: [email protected]
or via the appropriate section of the website www.gruppotim.it/agm.
Questions submitted as above, relevant to the items on the Agenda, will be answered by publication on the Company's website www.gruppotim.it/agm at no later than April 20, 2024.
The party entitled to vote, exclusively in the manner indicated below, is the party for which the reference intermediary transmits to the Company the appropriate notice of entitlement as of April 12, 2024 (record date). Those who become owners of shares after that date will not have the right to attend and vote at the Shareholders' Meeting.
Shareholders with shares on deposit with the Company must use the usual channels of communication available to them.
Pursuant to the provisions of the Articles of Association in force, the holder of the right may also exercise the vote by submitting it by April 22, 2024:
The electronic voting functionality and the postal voting form will be available from April 10, 2024.
The envelope containing the completed and signed absentee ballot paper (to be enclosed in a further sealed envelope), a copy of the identity document of the person signing the ballot paper,
and any appropriate documentation proving entitlement, must be sent to the following address:
TIM S.p.A. Corporate Affairs - Re: Vote Via Gaetano Negri no. 1 20123 MILAN - Italy
As specified above, participation in the Shareholders' Meeting is only permitted by granting proxy and/or sub-delegation to the Designated Representative, pursuant to:
in the manner described below.
The Designated Representative may be granted a written proxy pursuant to Article 135-undecies of the Consolidated Law on Finance, at no cost to the delegating party (except for any postage costs), with voting instructions on all or some of the proposals on the Agenda. The Designated Representative proxy pursuant to Article 135-undecies of the Consolidated Law on Finance must be conferred by completing and signing the specific Designated Representative Proxy Form, which will be available as of April 10, 2024, in printable and/or editable version, in the section of the website www.gruppotim.it/agm. dedicated to this Shareholders' Meeting. The Designated Representative Proxy Form, duly completed, with the relevant written voting instructions, accompanied by a copy of an identity document of the delegating party (i.e. the legal representative or proxy holder with appropriate powers, together with documentation certifying their qualification or powers), must be received, in original, no later than April 19, 2024, 11.59 p.m.
Within the same period and in the same manner, proxies and voting instructions are revocable. Please note that the proxy has no effect with regard to proposals for which no voting instructions have been given.
The Designated Representative may be granted proxies and/or sub-delegations pursuant to Article 135-novies of the Consolidated Law on Finance, with voting instructions on all or some of the proposals on the Agenda. Without prejudice to the generic proxy form pursuant to Art. 135-novies of the Consolidated Law on Finance (available immediately), 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/agm in a printable and/or editable version. Proxies pursuant to Article 135-novies of the Consolidated Law on Finance, accompanied by a copy of an identity document of the delegating party (i.e. the legal representative or proxy with appropriate powers, together with documentation certifying their qualification or powers), must be delivered, by April 22, 2024, 12.00 noon, to Studio Legale Trevisan & Associati, by mail, to the address:
Studio Legale Trevisan & Associati, Viale Majno no. 45 20122 MILAN - Italy,
or by email to the certified mail address: rappresentante[email protected] or email: rappresentante-
As from April 10, 2024, the Designated Representative will be available for clarification or information at the above-mentioned addresses and/or toll-free number: 800 134 679 (during working days and hours).
As of March 12, 2024, TIM S.p.A. subscribed and paid-up capital amounts to €11,677,002,855.10, divided into 15,329,466,496 ordinary shares (with voting rights in the Company's ordinary and extraordinary Shareholders' Meetings) and 6,027,791,699 savings shares (with voting rights in the special category Shareholders' Meetings), all with no par value.
Further information on the exercise of members' rights is available at www.gruppotim.it/agm.
The Company's registered office is open to the public on weekdays, Monday to Friday, from 10 a.m. to 1 p.m.
For enquiries and information, email [email protected] and on weekdays from 10 a.m. to 1 p.m. the following telephone numbers are available:
− 800 020 220 toll-free (for calls from Italy)
− +39 011 2293603 (for calls from abroad)
March 12, 2024
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