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Telecom Italia Rsp — Proxy Solicitation & Information Statement 2025
Dec 22, 2025
4448_rns_2025-12-22_5144d89d-5ef7-47a6-9bd9-619aec3c0f09.pdf
Proxy Solicitation & Information Statement
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TIM S.p.A.
Registered Office in Milan, at Via Gaetano Negri no. 1 General Management and Secondary Headquarters in Rome, at Via di Val Cannuta no. 182 Certified email address (PEC): [email protected] Share capital EUR 11,677,002,855.10 fully paid-up
Tax code/VAT no. and registration number with the Milan-Monza Brianza-Lodi Trade and Companies Register 00488410010
EXTRACT FROM THE NOTICE OF THE ORDINARY SHAREHOLDERS' MEETING
The Ordinary Shareholders' Meeting of TIM S.p.A. is convened on January 28, 2026, at 11:00 a.m. (single call) in Milan, Via Gaetano Negri, 1, to discuss and resolve on the following:
AGE OF THE DAY
Ordinary Session
- Appointment of two Directors following resignations and subsequent co-optation pursuant to Article 2386 of the Italian Civil Code and the current Bylaws. Any resolutions pursuant to Article 2390 of the Italian Civil Code. Related and consequent resolutions.
Extraordinary Session
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- Voluntary reduction of share capital, pursuant to and for the purposes of Article 2445 of the Italian Civil Code, to €6,000,000,000.00, allocating the resulting amount (i) to the legal reserve up to one-fifth of the share capital and, for the remainder, (ii) to the available equity reserve. Amendment to Article 5.1 of the Bylaws. Related and consequent resolutions;
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- Conversion of savings shares into ordinary shares: (i) granting holders of savings shares the right to convert them into ordinary shares, subject to payment of a cash adjustment by the Company; and (ii) mandatory conversion into ordinary shares of savings shares for which the conversion option referred to in point (i) is not exercised, subject to payment of a cash adjustment by the Company. Amendment of Articles 5, 6, 14, 18, 19, and 20 of the Articles of Association. Related and consequent resolutions.
Partecipation and voting rights at the Shareholders' Meeting will be held, pursuant to the laws and regulations currently in force, exclusively through the representative designated by the Company pursuant to Article 135 undecies of Legislative Decree No. 58 of February 24, 1998, identified as the Trevisan & Associati Law Firm, Viale Majno No. 45, Milan. The procedures for conducting the Shareholders' Meeting may be supplemented and/or modified, subject to prior notice from the Company, to be communicated to Shareholders and the public with adequate notice and in the same manner as the publication of the notice of the meeting.
Information regarding:
- the submission of requests for additions to the agenda and individual resolution proposals on the agenda items;
- the availability of resolution proposals and documentation relating to the agenda items;
- the right to ask questions before the Meeting;
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participation in the Meeting exclusively through the representative designated by the Company (Trevisan & Associati Law Firm, Viale Majno 45, Milan) and the exercise of voting rights (record date: January 19, 2026);
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the reasons and methods for the capital reduction referred to in the second item on the agenda of the extraordinary session;
- the remaining organizational aspects of the Meeting;
are provided in the full notice of the meeting, the text of which is published on the Company's website www.gruppotim.it/assemblea and on the website of the "" storage mechanism
December 21, 2025