Pre-Annual General Meeting Information • May 24, 2025
Pre-Annual General Meeting Information
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TIM S.p.A.
Registered Office in Milan at Via Gaetano Negri. 1 General Administration and Secondary Office in Rome at Via di Val Cannuta no. 182 PEC (Certified Electronic Mail) box: [email protected] Share capital 11,677,002,855.10 euros fully paid up Tax Code/VAT Registration Number and Milano-Monza Brianza-Lodi Business Register Number 00488410010
The Special Meeting of holders of savings shares of TIM S.p.A. is convened, in accordance with the procedures set forth in Article 106 of Law Decree No. 18, of 17 March 2020, as amended and supplemented (intervention exclusively through the designated representative, Studio Legale Trevisan & Associati, Viale Majno 45, Milan, represented by the lawyer Valeria Proli, or her substitutes in case of impediment), on 24 June 2025, at 1.00 pm or in any case at the end of the ordinary and extraordinary meeting held on the same day, in a special meeting (single call), in Milan, Via Gaetano Negri n. 1, to discuss and deliberate on the following
As permitted in Decree-Law No. 18, of 17 March 2020, as amended (the "Decree"), the effectiveness of which has been, most recently, extended by Article 3, paragraph 14-sexies, of Decree-Law No. 202, of 27 December 2024 (converted with amendments, by Law No. 15 of 21 February 2025), without prejudice to the procedures for the prior exercise of the voting rights specified below, the participation and exercise of the voting rights at the Shareholders' Meeting will take place exclusively through the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998 (the "TUF"), identified in the Milan law firm Studio Legale Trevisan & Associati (the "Designated Representative"), in the person of the Lawyer Valeria Proli or her substitutes in case of impediment. As permitted by Article 106 of the Decree, the Designated Representative may also be conferred proxies and/or sub-proxies pursuant to Article 135-novies of the TUF.
It should be noted that Directors, Statutory Auditors, Secretary of the meeting and the Designated Representative may also attend the Shareholders' Meeting by means of telecommunications, without the need for the Chairperson and the Secretary to be in the same place.
The procedures for holding the Shareholders' Meeting may be supplemented and/or modified, as communicated in sufficient advance.
Holders of savings shares are invited to propose candidates for the appointment of the Common Representative, attaching a curriculum vitae illustrating the characteristics and professional experiences of the candidate, and to put forward the ancillary related proposals (duration of office and remuneration).
In accordance with law shareholders who, individually or jointly with other shareholders represent the percentage of the savings share capital as established by applicable law, having demonstrated their entitlement in the forms prescribed by applicable regulations, may submit proposals on matters already on the agenda and request that the matters to be dealt with by the Special Meeting be supplemented. The request and a report illustrating its rationale, together with a copy of an identity document of the requesting party, must be received within 10 days of publication of this notice, either on paper to the following address:
TIM S.p.A.
Corporate Affairs – Ref. Agenda AZR Via Gaetano Negri no. 1 20123 MILAN – Italy or by e-mail to the following address:
Proposals are recommended to be formulated clearly and completely, hopefully accompanied by a report stating the justification.
After verifying the relevance of the proposals to the Agenda, as well as their completeness and compliance with the applicable regulations, the Company will make known by 10 June 2025 all the proposals received (and any accompanying explanatory reports) by publishing them on the Company website at the address www.gruppotim.it/assemblea.
The documentation regarding the Special Meeting will be made available to the public, within the terms as established by law, at the registered office of the Company and through the () storage mechanism as well as on the Company's website www.gruppotim.it/assemblea.
The same documentation may be requested using the contact details at the end of this notice.
Those entitled to vote, having demonstrated their entitlement in the manner laid down by the applicable regulations, may ask questions on the matters on the agenda, to be received by 13 June 2025, on paper to the following address:
TIM S.p.A. Corporate Affairs - Ref. Questions AZR Via Gaetano Negri, 1 20123 MILAN - Italy,
by email to: [email protected] or through the relevant section of the website https://www.agmlive.it/nos/tim2025risparmio
Questions submitted as above which are relevant to the items on the agenda, shall be answered and published on the Company
website www.gruppotim.it/assemblea, by 20 June 2025.
Persons for whom the intermediary of reference has sent the Company the appropriate communication attesting that they are entitled to vote as of 13 June 2025 (the record date) shall be entitled to vote exclusively in the manner set out below. Those who become holders of shares after such date will not be entitled to speak or vote at the Shareholders' Meeting.
Shareholders with shares lodged with the Company must use the usual channels of communication available to them.
Pursuant to the current statutory provisions, the holder of the right may exercise the vote by sending it by 23 June 2025, also:
The specific electronic voting function and the form for voting by correspondence will be available from 11 June 2025.
The envelope containing the completed and signed postal voting card (to be included in another sealed envelope), a copy of the identity document of the person signing the card, any documentation suitable for certifying their legitimacy, must be sent to the following address:
TIM S.p.A. Corporate Affairs - Ref. Vote AZR Via Gaetano Negri, 1 20123 MILAN - Italy,
As specified above, participation in the Meeting is permitted exclusively by granting a 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 TUF, at no cost to the delegating party (except for any shipping costs), with voting instructions on all or some of the proposals on the Agenda. The proxy to the Designated Representative pursuant to art. 135 undecies of the TUF must be granted by completing and signing the specific Proxy Form for the Designated Representative which will be available starting from 11 June 2025, 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, with the related written voting instructions, accompanied by a copy of an identity document of the delegating party (or of the legal representative or attorney with suitable powers, together with documentation certifying their qualifications or powers), must be received, in original, by 20 June 2025, 11:59 p.m.
Within the same deadline and with the same methods, the proxy and voting instructions are revocable. It is specified that the proxy has no effect with regard to proposals for which voting instructions have not been given.
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 proposals on the Agenda. Without prejudice to the generic proxy form pursuant to art. 135 novies TUF (available immediately), the Designated Representative has reserved the right to make available specific proxy and sub-proxy forms for this Meeting. These forms will be published in the appropriate section of the website www.gruppotim.it/assemblea, in a printable and/or editable version. The proxies pursuant to art. 135-novies TUF, accompanied by a copy of an identity document of the delegating party (or of the legal representative or attorney with suitable powers, together with documentation certifying their qualifications or powers), must be delivered, by 23 June 2025, 12:00 p.m., to the Trevisan & Associati Law Firm, by post, to the address:
Trevisan & Associati Law Firm, Viale Majno n. 45 20122 MILAN - Italy,
or by electronic communication, to the certified email address: [email protected] or email: rappresentante[email protected]
Starting from 3 June 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 (on working days and at working hours).
TIM S.p.A.'s subscribed and fully paid in share capital as at 24 May 2025 is equal to 11,677,002,855.10 euros, divided into 15,329,466,496 ordinary shares (with the right to vote in ordinary and extraordinary meetings of the shareholders of the Company) and 6,027,791,699 savings shares (with the right to vote in special savings shareholders' meetings), all without par value.
Further information on the exercise of shareholders' rights is available on the website: www.gruppotim.it/assemblea
For enquiries and information, please use the following email address: [email protected] and, on weekdays, from 9:30 AM to 12:30 p.m.:
24 May 2025
The Common Representative of the savings shareholders Dario Trevisan
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