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Telecom Italia Rsp

Proxy Solicitation & Information Statement Jan 8, 2026

4448_rns_2026-01-08_40b81765-c117-44da-8746-6d9aefd13784.pdf

Proxy Solicitation & Information Statement

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Courtesy translation Annex A

NOT INTENDED FOR DISTRIBUTION, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO 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 Entity"), intends to solicit voting proxies (the "Solicitation") with reference to the the special meeting of the savings shareholders of TIM S.p.A. called for January 28, 2026, at 13:00 (single call), at the Company's registered office in Milan, Via Gaetano Negri No. 1, in the manner and within the terms set out in the notice of call published, inter alia, on the Issuer's website www.gruppotim.it/assemblea, on 21 December 2025 (the "Special Meeting").

The proxy must be received by the Promoter, through Sodali & Co, by 23:59 on January 26, 2026, in one of the following ways (the "deadline for the proxy"):

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

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

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

Signing this form does not involve any expense for the delegating party

Delegating natural person
I, the undersigned,
(name and surname of the person entitled to vote)
born in on
resident in,
(city and address)
Tax Code, Telephone number E-mail
(attach a photocopy of the delegating party's valid ID document)
[alternatively]
Delegating legal entity or other entity
,

(company name of the legal entity or entity entitled to vote)

with registered office in
(city and address)
Tax Code/VAT No, telephone number E-mail,
in the person of its pro-tempore legal representative or attorney entitled to do so
(Please attach the following documentation: photostatic copy of the delegating party's valid ID
document and photostatic copy of the certificate issued by the Companies Register or of the special
power of attorney or other deed, which show the powers of representation of the person signing
the proxy in the name and on behalf of the legal person/other entity.)
holder of voting rights as at January
19, 2026
(record date) in the capacity as:
(shareholder, pledgee, bearer, usufructuary, custodian, manager, legal representative or attorney
with power to sub-delegate)
Information to be completed at the discretion of the delegating party:
-
Notice No
(notice reference number provided by the intermediary)
-
identifying code, if any

HAVING ACKNOWLEDGED that, pursuant to Article 138, paragraph 2, of Consob Regulation No. 11971/1999 ("Issuers Regulation"), if the voting instructions given by the solicited party do not conform to the Promoter's proposals (the "Promoter's Proposals" or the "Proposals"), the latter shall exercise the vote, through the Appointed Party (and, in turn, through sub-proxy to the Designated Representative, as defined below), according to the instructions received, regardless of whether these are different from the Promoter's Proposals: therefore, if the solicited party has granted a proxy to vote in a manner different from the proposals formulated by the Promoter, the Delegated Entity shall exercise the vote in absolute accordance with the instructions received from the solicited party;

HAVING ACKNOWLEDGED that, as indicated in the notice of meeting, the participation of those entitled to vote in the Shareholders' Meeting shall be allowed solely through the Studio Legale Trevisan & Associati, with offices in Milan, Viale Majno No. 45, 20122, as TIM's designated representative pursuant to Article 135-undecies of the Consolidated Finance Act (the "Designated Representative"), the Promoter, and on its behalf the Delegated Entity, will grant sub-proxies and provide voting instructions in accordance with this proxy form pursuant to Article 135-novies of the Consolidated Finance Act to the Designated Representative.

HAVING EXAMINED the report of the TIM Board of Directors on the items on the agenda of the Special Shareholders' meeting and the proposed resolutions contained therein;

HAVING EXAMINED the Proxy Statement relating to the Solicitation, with particular regard to the possible existence of conflicts of interest;

DELEGATES

the Promoter, and on its behalf Sodali & Co S.p.A. in its capacity as Delegated Entity for the Solicitation and Collection of Proxies and delegated for the Expression of the Vote, with registered

office in Rome, via Giovanni Paisiello No. 6, or, each of the following substitutes indicated by the Delegated Entity separately from each other, in relation to whom, to the best of TIM's knowledge, none of the situations pursuant to Article 135-decies of Legislative Decree No. 58 of February 24, 1998 ("TUF") are in place:

  • 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 and vote in the Special meeting of the savings shareholders of TIM S.p.A indicated
above as per the instructions indicated below with reference to no.
TIM
saving
shares recorded in the securities account(s)
with ABI CAB( intermediary custodian)

Pursuant to article 135-novies of the Consolidated Finance Act, in the event that the shareholder has the shares deposited in more than one securities account, they 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 instructions, the Promotor intends to solicit voting proxies with reference to the only item on the agenda of the Special Shareholders' Meeting called for January 28, 2026, as indicated in the Introduction to the Proxy Statement, urging the adoption of the following proposed resolutions

Conversion of saving shares into ordinary shares: (i) attribution
to the holders of the saving shares of the right to convert them
into ordinary shares, with payment of a cash component by the
ISSUES THE PROXY TO VOTE ON
THE PROMOTER'S PROPOSAL
Company; and (ii) mandatory conversion into ordinary shares of
saving shares for which the conversion option referred to in point
(i) is not exercised, also with payment of a cash component by
ISSUES THE PROXY:
ABSTAIN
the Company. Amendment of Articles 5, 6, 14, 18, 19 and 20 of
the By-Laws. Approval of any relevant and consequent
resolution
ISSUES THE PROXY: AGAINST
Promoter's Proposal
"The special meeting of the savings shareholders of TIM S.p.A.
-
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 with CONSOB Resolution No. 11971
of 14 May 1999, as well as in accordance with Annex 3A,
Schedule No. 6, to the aforementioned Regulation
DOES NOT ISSUETHE PROXY
resolves
to approve, pursuant to Article 146, paragraph 1, letter (b), of
Legislative Decree no. 58 of 24 February 1998, the mandatory
conversion of savings shares, as part of the broader voluntary and
mandatory conversion transaction submitted for approval to the
extraordinary General Meeting of the Company called, in a single
call, for January 28, 2026, expressly approving the relevant terms
and conditions, including the provision that (i) the voluntary and

mandatory conversion shall in any case be effective before the possible distribution of dividends for the 2025 financial year and (ii) pending such conversion, as far as may be necessary, the savings shares shall not benefit, as from (and with reference to the results of) the 2025 financial year, from any financial privileges that may be due to them according to the by-laws in force to date

(*) Pursuant to Article 138, paragraph 6, of the Issuers Regulation, in relation to proposed resolutions for which voting instructions have not been given, the shares are in any case counted for the purposes of the regular constitution of the Shareholders' Meeting; 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 resolutions.

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

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

DATE SIGNATURE

TIM shall process the personal data of 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.

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