Telecom Italia Rsp

Proxy Solicitation & Information Statement • Jan 8, 2026

Annex A

English Courtesy Translation In the event of discrepancies with the Italian version, the Italian version shall prevail

NOT INTENDED FOR DISSEMINATION, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH DISCLOSURE WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW

PROXY FORM

TIM S.p.A. (the "Promoter" or "TIM"), through Sodali & Co S.p.A. ("Sodali & Co" or the "Delegated Party"), intends to promote a solicitation of voting proxies (the "Solicitation") with reference to the Ordinary Shareholders' Meeting of TIM S.p.A., convened in ordinary and extraordinary session for 28 January 2026, at 11:00 a.m. (single call), at the Company's registered office in Milan, Via Gaetano Blacks no. 1, in the manner and within the terms set out in the notice of call published, inter alia, on the TIM www.gruppotim.it/assemblea website on 21 December 2025 (the "Shareholders' Meeting").

The proxy form must be received by the Promoter, through Sodali & Co, by 11:59 pm on 26 January 2026 by one of the following methods (the "Proxy Deadline"):

• by e-mail to: assemblea.tim@investor.sodali.com;
• by certified e-mail (PEC) to the address: sodali-informationagent@legalmail.it;
• by post or by hand to the following address:

Sodali & Co S.p.A. Via Giovanni Paisiello n. 6 00198 – Rome To the attention of the Retail Department

The proxy may always be revoked by means of a written declaration brought to the attention of the Promoter, through the Delegated Party, in one of the ways indicated above, by 12:00 noon on 27 January 2026.

Prior to the issuance of the proxy, the Prospectus relating to the Solicitation must be read available on the TIM website, www.gruppotim.it/assemblea and on the website of Sodali & Co https://transactions.sodali.com/(the "Prospectus").

Signing this form does not entail any cost for the delegating party

Delegating natural person
The,
(name and surname of the person entitled to vote)
born in the,
resident in,
(city and address)
C.F, telephone number Email
(attach a photocopy of the delegating party's valid identity document)

[alternatively]

Delegating legal entity or other entity

				,
			(company name of the legal entity or entity entitled to vote)
			(city and address)	based in
Tax	code/VAT Email,	number,		telephone	number
				in the person of its legal representative pro-tempore or authorized attorney
(attach the following documentation: photocopy of the delegating party's valid identity document and photocopy of the certificate issued by the Register of Companies or of the special power of attorney or other document showing the powers of representation of the person signing the proxy in the name and on behalf of the legal person/other entity.)
holder of the right to vote as of 19 January 2026 (so-called "Voting Rights Holder").record date) as:
(shareholder, pledgee, carry-over, usufructuary, custodian, manager, legal representative or attorney with power of sub-delegation)
- -	Data to be filled in at the discretion of the delegating party:		(communication reference provided by the intermediary)	Communication No	any identification codes

TAKING NOTE of the possibility that the proxy to the Promoter may contain voting instructions even on some of the items and resolutions on the agenda of the Ordinary and Extraordinary Shareholders' Meeting;

TAKING NOTE that, pursuant to Article 138, paragraph 2, of Consob Regulation no. 11971/1999 (the "Issuers' Regulation"), if the voting instructions given by the requested party do not comply with the Promoter's proposals (the "Promoter's Proposals" or the "Proposals"), the latter will exercise the vote, through the Delegated Person (and, in turn, by sub-proxy to the Appointed Representative, as defined below), according to the instructions received, even if they differ from the Promoter's Proposals: therefore, if the requested party has given a proxy to vote in a manner that differs from the proposals formulated by the Promoter, the Delegated Person will exercise the vote in absolute compliance with the instructions received from the person who has adhered to the solicitation;

TAKING NOTE that, as indicated in the notice of call, the participation of those entitled and voting at the Shareholders' Meeting will be allowed exclusively through the Trevisan & Associati Law Firm, with offices in Milan Viale Majno no. 45, 20122, as the designated representative of TIM pursuant to Article 135-undecies of the TUF (the "Designated Representative"), the Promoter, and on its behalf the Delegated Party, will grant sub-proxies and provide voting instructions in accordance with this proxy form pursuant to art. 135-novies of the TUF to the same Appointed Representative;

HAVING READ the explanatory reports of the Board of Directors of TIM on the items on the agenda of the Shareholders' Meeting and the Proposals for resolutions contained therein;

HAVING READ the Prospectus relating to the Solicitation, with particular regard to the possible existence of conflicts of interest;

DELEGATION

the Promoter, and on its behalf Sodali & Co S.p.A. in its capacity as Delegated Subject for the Solicitation and Collection of Proxies and Delegated to Vote, with registered office in Rome, Via Giovanni Paisiello no. 6, or, each of the following substitutes indicated by the Delegated Subject severally, in relation to which, to the best of TIM's knowledge, none of the situations pursuant to Article 135-decies of Legislative Decree no. 58 of 24 February 1998 ("TUF") occur:

• Andrea Di Segni, born in Rome on 17/04/1966, Tax Code. DSGNDR66D17H501N
• Fabio Bianconi, born in Urbino on 14/05/1980, Tax Code BNCFBA80E14L500I
• Renato Di Vizia, born in Capaccio (SA) on 26/08/1970, Tax Code. DVZRNT70M26B644G
• Iolanda Casella, born in Salerno on 18/11/1982, Tax Code CSLLND82S58H703T

to participate in and vote at the Ordinary and Extraordinary Shareholders' Meeting of TIM ordinary
shareholders indicated above as per the instructions indicated below with reference to no.
	TIM	ordinary	shares	recorded	in	the	securities
account(s) at ABI CAB
(depositary intermediary)

It should be noted that pursuant to art. 135-novies TUF in the event that the shareholder has the shares deposited in more than one securities account, he may delegate a different representative for each securities account; may also delegate a single representative for all accounts

RESOLUTIONS SUBJECT TO SOLICITATION (*)

Without prejudice to the delegating party's right to give different voting indications, the Promoter intends to carry out the Solicitation with reference to all the items on the agenda of the Shareholders' Meeting called for 28 January 2026, as set out in the Introduction to the Prospectus, requesting the adoption of the following Resolution Proposals.

Step 1. Appointment of two Directors following resignation and subsequent co-optation pursuant to Article 2386 of the Italian Civil Code and the Articles of Association in force. Any resolutions pursuant to art. 2390 of the Italian Civil Code. Related and consequent resolutions.		ISSUES THE PROXY TO VOTE ON THE PROMOTER'S PROPOSAL
		ISSUE THE PROXY: ABSTENTION
Promoter's proposal:
"The Shareholders' Meeting of Telecom Italia S.p.A. meeting in ordinary session,		ISSUE THE PROXY: OPPOSE
- having regard to the termination of the office of Director Domitilla Benigni, who resigned on 15 September 2025;
- acknowledging that, pursuant to art. 2386 of the Italian Civil Code, the Board of Directors of the Company, on 25 September 2025, appointed by co-optation Avv. Alessandra Perrazzelli in place of the resigning councilor;		DOES NOT ISSUE THE PROXY
- having taken note of the proposal of the Board of Directors contained in the explanatory report;
- taking into account that the term of office of the Board of Directors in office will expire with the approval of the financial statements as at 31 December 2026 (as per the resolution of the Shareholders' Meeting of 23 April 2024);

resolutions.

resolves
to appoint Avv. Alessandra Perrazzelli born in Genoa on • 13 August 1961 (Tax code. PRRLSN61M53D969F) as a member of the Company's Board of Directors, whose term of office will expire together with that of the other directors currently in office and, therefore, on the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2026.".
Step 1. Appointment of two Directors following resignation and subsequent co-optation pursuant to Article 2386 of the Italian Civil Code and the Articles of Association in force. Any		ISSUES THE PROXY TO VOTE ON THE PROMOTER'S PROPOSAL
resolutions pursuant to art. 2390 of the Italian Civil Code. Related and consequent resolutions.		ISSUE THE PROXY: ABSTENTION
Promoter's proposal:
The Shareholders' Meeting of Telecom Italia S.p.A., meeting in ordinary session,		ISSUE THE PROXY: OPPOSE
- having regard to the termination of the office of Director Umberto Paolucci, who resigned on 10 December 2025 with effect from 1 January 2026;
- acknowledging that, pursuant to art. 2386 of the Italian Civil Code, the Board of Directors of the Company, on 21 December 2025, appointed by co-optation Prof. Lorenzo Cavalaglio to replace the resigning director with effect from 1 January 2026;
- having taken note of the proposal of the Board of Directors contained in the explanatory report;
- taking into account that the term of office of the Board of Directors in office will expire with the approval of the financial statements as at 31 December 2026 (as per the resolution of the Shareholders' Meeting of 23 April 2024);		DOES NOT ISSUE THE PROXY
resolves
to appoint Lorenzo Cavalaglio, born in Rome on 28 June • 1973 (Tax Code. CVLLNZ73H28H501I) as a member of the Company's Board of Directors, whose term of office will expire together with that of the other directors currently in office and, therefore, on the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2026."
Step 2. Voluntary reduction of the share capital, pursuant to and for the purposes of art. 2445 of the Italian Civil Code, at Euro 6,000,000,000.00, allocating the amount coming from (i) to the legal reserve up to one fifth of the share capital and, for the remaining part, (ii) to the available reserve of equity. Amendment of art. 5.1 of the Statute. Related and consequent		ISSUES THE PROXY TO VOTE ON THE PROMOTER'S PROPOSAL
		ISSUE THE PROXY: ABSTENTION

ISSUE THE PROXY: OPPOSE

Promoter's proposal:	DOES NOT ISSUE THE PROXY
"The Extraordinary Shareholders' Meeting of Telecom Italia S.p.A.,
(i) heard and approved the statements of the Board of Directors.
(ii) having examined the Board of Directors' Explanatory Report and the proposal contained therein,
(iii) shared the reasons for the proposals contained therein,
(iv) as far as may be necessary, also pursuant to and for the purposes of art. 2376 of the Civil Code,
resolves
1. to reduce the share capital to Euro 6,000,000,000.00, allocating the amount deriving:
(i) to the legal reserve, up to one fifth of the share capital,
(ii) for the remaining amount to constitute an available reserve of equity called "Available Reserve",
without prejudice to the number of shares in circulation without indication of par value.
2. to amend art. 5.1 of the Articles of Association, according to the wording indicated below "The subscribed and paid up share capital is equal to Euro 6,000,000,000.00, divided into 15,329,466,496 ordinary shares and 6,027,791,699 savings shares, all without par value", without prejudice to the amendments resulting from the resolution to convert savings shares into ordinary shares referred to in item 3 on the agenda of today's Shareholders' Meeting;
3. to acknowledge that, pursuant to art. 2445, paragraph 3, of the Civil Code, the resolutions referred to in points 1 and 2 above may be executed only after ninety days from the day of registration with the Register of Companies of Milan Monza-Brianza-Lodi, or, in the event of opposition, where the authorization of the Court intervenes, pursuant to art. 2445, paragraph 4, of the Italian Civil Code, within six months - which may be extended by the Company by a maximum of a further three months - from the registration of this resolution to reduce the capital with the Register of Companies, with the specification that if this term has elapsed unnecessarily, this condition will be considered not to have been met;
4. to establish that the effectiveness of the resolutions referred to in points 1 and 2 above is subject to: (i) the approval of the resolution to convert savings shares into ordinary shares referred to in item 3 on the agenda of today's Shareholders' Meeting; (ii) the approval of the

mandatory conversion of savings shares into ordinary

shares referred to in item 3 on the agenda of today's Shareholders' Meeting also by the Special Meeting of Savings Shareholders called for 28 January 2026 in a single call, pursuant to Article 146, paragraph 1, letter (b), of the TUF; and (iii) the circumstance that the condition attached to the conversion referred to in item 3 on the agenda of today's Shareholders' Meeting is met, according to which the maximum disbursement to be paid by the Company for the liquidation of the savings shares for which the right of withdrawal due as a result of the mandatory conversion has been exercised, and that have not been purchased by shareholders or placed to third parties as a result of the procedure referred to in Article 2437-quarter of the Italian Civil Code, does not exceed an amount equal to a total of Euro 100,000,000.00, the conditions referred to in points (i), (ii) and (iii) being intended to be in the exclusive interest of the Company and therefore waivable in whole or in part by the same;

5. to confer on the Board of Directors and on its behalf on the Chairman and the Chief Executive Officer, severally and with the power of sub-delegation, any and all the broadest powers, none excluded and excepted, necessary or appropriate to implement the resolutions referred to in the previous points and for the fulfilment of the consequent legislative and regulatory obligations, including, in particular, the fulfilment of all formalities necessary for them to be registered in the Register of Companies pursuant to Article 2436 of the Civil Code, the right to make any non-substantial amendments and/or additions to the shareholders' meeting resolution that may be requested by the competent authorities or by the notary, or in any case deemed useful or appropriate, as well as to proceed with the cancellations, substitutions and additions to the article of the Articles of Association indicated above, depositing and publishing, in accordance with the law, the updated text of the Articles of Association with the changes made following previous resolutions."tag.

Step 3. Conversion of savings shares into ordinary shares: (i) granting the holders of savings shares the right to convert them		ISSUES THE PROXY TO VOTE ON THE PROMOTER'S PROPOSAL
into ordinary shares, with 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, also with 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. Promoter's proposal: "The Shareholders' Meeting of Telecom Italia S.p.A., held in extraordinary session		ISSUE THE PROXY: ABSTENTION
		ISSUE THE PROXY: OPPOSE
		DOES NOT ISSUE THE PROXY

− having examined the explanatory report of the Board of Directors, prepared pursuant to Article 125-ter of Legislative Decree No. 58 of 24 February 1998 and Articles 72 and 84 ter of the Regulation adopted by CONSOB Resolution No. 11971 of 14 May 1999, as well as in accordance with Annex 3A, Schedule No. 6, to the aforementioned Regulation

resolves

• 1. to grant to the holders of the 6,027,791,699 savings shares, subject to the fulfilment of the conditions referred to in point 3 below and with effect from the effective date that will be communicated and made known to the public by the Company in accordance with the law, the right to convert their savings shares into newly issued ordinary shares, with regular dividend rights, having the same characteristics as the ordinary shares already outstanding on the date of execution of the conversion, at the rate of a ratio of no. 1 ordinary share for each savings share, with a cash adjustment to be paid by the Company to the holders of the savings shares in a total amount of Euro 0.12 for each savings share for which the conversion option is exercised;
• 2. to convert compulsorily, subject to the fulfilment of the conditions referred to in point 3 below and with effect from the effective date that will be communicated and made known to the public by the Company in accordance with the law, any savings shares that have not been subject to the right of conversion referred to in point 1 above by the relevant holders, newly issued ordinary shares, with regular dividend rights, having the same characteristics as the ordinary shares already outstanding on the date of execution of the transaction, at a ratio of 1 ordinary share for each savings share, with a cash adjustment to be paid by the Company to the holders of the savings shares in a total amount of Euro 0.04 for each savings share subject to mandatory conversion;
• 3. to make the effectiveness of the resolutions referred to in points 1 and 2 above subject to the condition that:
• (i) the mandatory conversion of the savings shares referred to in point 2 above is approved, pursuant to Article 146, paragraph 1, letter (b), of Legislative Decree no. 58 of 24 February 1998, by the special meeting of the holders of savings shares, convened for 28 January 2026 in a single call;
• (ii) the maximum disbursement to be paid by the Company for the liquidation of the savings shares for which the right of withdrawal has been exercised and which are not purchased by the shareholders or placed with third parties as a result of the procedure referred to in Article 2437-quarter of the Civil Code, does not exceed an amount equal to a total of Euro 100,000,000.00, this

• condition must be understood as being in the exclusive interest of the Company and therefore waivable in whole or in part by the same;
• (iii) the fact that today's Shareholders' Meeting approves the reduction of the share capital referred to in item 2 on the agenda, in accordance with the terms set out in the proposal made by the Board of Directors, and that no objection is filed by the Company's creditors within 90 days of the registration of the Capital Reduction resolution with the competent register of companies, pursuant to art. 2445, paragraph 3, of the Civil Code, or, in the event of an opposition, the authorization of the Court intervenes, pursuant to art. 2445, paragraph 4, of the Italian Civil Code, within 6 months (which may be extended by the Company by a maximum of a further 3 months) from the registration of the resolution to reduce the capital with the Register of Companies (a term after which the condition will be considered not fulfilled);
• 4. subject to the fulfilment of the conditions referred to in point 3 above and with effect from the effective date of the conversion referred to in points 1 and 2 above, which will be communicated and made known to the public by the Company in accordance with the law, to repeal art. 6 of the current Articles of Association, proceeding with the consequent renumbering of the current articles. 7 et seq. of the Statute and to the adaptation of the references to other articles in the text, as well as to consequently amend the current arts. 5, 14, 18, 19 and 20 of the Articles of Association, in the terms set out in the explanatory report prepared by the Board of Directors, according to which in particular: (i) the share capital is represented by a total of 21,357,258,195 ordinary shares; (ii) Articles 14 and 20 are reworded to delete references to the common representative of savings shareholders; and (iii) Articles 18 and 19 are reworded to delete references to the special meeting of holders of savings shares or in any case references only to the meeting of ordinary shareholders; and
• 5. to confer on the Board of Directors and, on its behalf, on its Chairman and its Chief Executive Officer, severally and with the power of sub-delegation, all the broader powers necessary or even only appropriate to implement and execute the above resolutions, including, by way of example but not limited to, the power to: (i) define further terms, conditions and methods of the conversion transactions, including the relevant effective date, establishing in any case that (a) the conversion referred to in points 1 and 2 above will in any case be effective before the possible distribution of dividends for the financial year 2025 and (b) pending such conversion, as far as may be

necessary, the savings shares will not already benefit from (and from the results of) the 2025 exercise of any patrimonial privileges due to them according to the bylaws in force to date; (ii) prepare and submit any document required for the purpose of carrying out the conversion, including the power to arrange for the preparation and submission to the competent authorities of any application, application or document for the necessary or appropriate purpose; (iii) define the terms and conditions of the procedure for the liquidation of savings shares for which the right of withdrawal is exercised (including, any placement with third parties), as far as necessary with express authorisation, where the shares for which the right of withdrawal is exercised are not purchased by shareholders or third parties as a result of the procedure provided for in Article 2437-quarter of the Civil Code, to purchase the same, under the conditions and within the terms established by law, in compliance with the applicable laws and regulations, and possibly to proceed with their sale and/or disposal, in whole or in part, in one or more tranches, including through intermediaries, establishing the price, criteria and methods of disposal, in compliance with the applicable provisions of law and regulations, it being understood that the shares may be sold or be the subject of other acts of disposal: (a) at any time and without time limits, even in several tranches; and (b) at a price not 10% lower than the average of the official prices recorded on the market in the five days prior to the transaction. This price limit may be waived in the case of acts of disposal of shares in execution of incentive programs and in any case of plans pursuant to art. 114-bis of Legislative Decree no. 58 of 24 February 1998; and (iv) make any amendments and/or additions to the resolutions adopted that may be necessary and/or appropriate, including following a request from any competent authority or at the time of registration and, in general, carry out all that is necessary for the complete execution of the resolutions themselves, with any and all powers necessary and appropriate for this purpose, no one excluded and excepted, including the task of filing the updated text of the articles of association with the competent Register of Companies."tag.

(*) Pursuant to Article 138, paragraph 6, of the Issuers' Regulation, in relation to the resolution proposals for which voting instructions have not been given, the shares are in any case taken into account for the purposes of the regular constitution of the Shareholders' Meeting; however, the same shares are not taken into account for the purposes of calculating the majority and the share of capital required for the approval of the resolutions.

Section B) of the proxy form provided for in Annex 5C of the Issuers' Regulation is omitted as the Promoter is also an issuing company.

Section C) of the proxy form provided for in Annex 5C of the Issuers' Regulations is also omitted as there are no resolutions that are not solicited by the Promoter.

DATA	COMPANY

TIM will process the personal data of the data subjects in accordance with the provisions of the Privacy Policy published on the websitehttps://www.gruppotim.it/it/footer/privacy.html

These materials do not constitute and may not be interpreted as an offer or an invitation to subscribe for or purchase securities. The securities referred to herein have not been and will not be registered in the United States pursuant to the United States Securities Act of 1933, as amended (the "Securities Act"), nor in Australia, Canada, Japan, or in any other country where the offering or solicitation is subject to authorization by local authorities or is otherwise prohibited by law (the "Excluded Countries"). The securities mentioned herein may not be offered or sold in the United States or to "U.S. Persons" (as defined under the Securities Act), unless they are registered under the Securities Act or an applicable exemption from the registration requirements under the Securities Act is available. Copies of these materials, or any portion thereof, are not and may not be sent, transmitted, or otherwise distributed, directly or indirectly, to the Excluded Countries.

REGULATORY APPENDIX