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Telecom Italia Rsp Proxy Solicitation & Information Statement 2026

Jan 21, 2026

4448_rns_2026-01-21_f5f1d4f7-fab8-428f-8308-1c7030956954.pdf

Proxy Solicitation & Information Statement

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Courtesy Translation

Annex A

NOT INTENDED FOR DISSEMINATION, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE THE SAME WOULD CONSTITUTE AN INFRINGEMENT OF THE RELEVANT APPLICABLE LEGISLATION

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 Special Meeting of savings shareholders of TIM S.p.A., convened for 28 January 2026, at 1:00 p.m. (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 TIM www.gruppotim.it/assemblea website on 21 December 2025 (the "Special 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"):

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 issuing 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)

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C.F, telephone number Email
(attach a photocopy of the delegating party's valid identity document)
[alternatively]
Delegating legal entity or otherentity,
(company name of the legal entity or entity entitled to vote)
based in
(city and address)
Taxcode/VATnumber,telephonenumberEmail, in the person of its pro-tempore legal representative orauthorized attorney
(attachthe following documentation: photocopy of the delegating party's valid identity documentand photocopy of the certificate issued by the Register of Companies or of the special power ofattorney or other document showing the powers of representation of theperson signing the proxyin 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 attorneywith power of sub-delegation)
Data to be filled in at the discretion of the delegating party:
-Communication No
(communication reference provided by the intermediary)
-any identification codes

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 proposal (the "Promoter's Proposal" or the "Proposal"), 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 Proposal: 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 request;

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 Studio Legale Trevisan & Associati, with offices in Milan Viale Majno no. 45, 20122, as 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;

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HAVING READ the explanatory report of the Board of Directors of TIM on the items on the agenda of the Special Meeting and the Resolution Proposal contained therein;

HAVING READ the Prospectus 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 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, C.F. DSGNDR66D17H501N
  • Fabio Bianconi, born in Urbino on 14/05/1980, C.F. BNCFBA80E14L500I
  • Renato Di Vizia, born in Capaccio (SA) on 26/08/1970, C.F. DVZRNT70M26B644G
  • Iolanda Casella, born in Salerno on 18/11/1982, C.F. CSLLND82S58H703T
to participate and vote at the Special Meeting of TIM savings shareholders indicated above as per
the instructions indicated below with reference to no TIM savings 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 delegator's right to give different voting indications, the Promoter intends to carry out the Solicitation with reference to the only item on the agenda of the Special Meeting called for 28 January 2026, as reported in the Introduction to the Prospectus, requesting the adoption of the following Resolution Proposal.

convert them into ordinary shares, with payment of acash adjustment by the Company; and (ii) mandatoryconversion into ordinary shares of savings shares forwhich the conversion option referred to in point (i) isnotexercised,alsowithpaymentofacashadjustment by the Company. Amendment of Articles5, 6, 14, 18, 19 and 20 of the Articles of Association.Related and consequent resolutions. ISSUES THE PROXY TO VOTE ONTHE PROPOSAL OF THEPROMOTER
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Promoter's proposal:
"The special meeting of the holders of the savings sharesof Telecom Italia S.p.A.,
-examined the explanatory report of the Board ofDirectors, prepared pursuant to Article 125-ter ofLegislative Decree No. 58 of 24 February 1998 andArticles 72 and 84-ter of the Regulation adopted byCONSOB Resolution No. 11971 of 14 May 1999, as well asin accordance with Annex 3A, Schedule No. 6, to theaforementioned Regulation; ISSUE THE PROXY:ABSTAINED
resolves
to approve, pursuant to Article 146, paragraph 1, letterb) of Legislative Decree no. 58 of 24 February 1998, themandatory conversion of savings shares which is partof the broader optional and mandatory conversionoperation submitted for approval to the ExtraordinaryShareholders' Meeting of the Company called, in asingle call, for 28 January 2026, expressly approvingthe relevant terms and conditions,including theprovisionthat(i)theoptionalandmandatoryconversion will in any case be effective before thepossible distribution of dividends for the financial year2025 and (ii) pending such conversion, as far as may benecessary, the savings shares will not benefit from(and from the results of) the financial year 2025 fromany capital privileges that may be due to themaccording to the bylaws in force to date." ISSUE THEPROXY:CONTRARY

With regard to the only item on the agenda of the Special Meeting, there is also the following individual resolution proposal submitted by a Shareholder, different from the Promoter's Proposal subject to solicitation.

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Proposal of the Shareholder Michele Petrera:
" The Special Meeting of the holders of the savings sharesof Telecom Italia S.p.A.,
–examined the Explanatory Report prepared by theshareholder Michele Petrera;–alsoacknowledgingtheExplanatoryReportprepared by the Company's Board of Directors pursuantto Article 125-ter of Legislative Decree no. 58 of 24February 1998; ISSUE THE PROXY:ABSTAINED
to approve, pursuant to art. 146, paragraph 1, letter b),of Legislative Decree no. 58 of 24 February 1998, themandatory conversion of savings shares which is part ofthebroaderoptionalandmandatoryconversionoperation that will be approved by the ExtraordinaryShareholders' Meeting of the Company called, in asingle call, for 28 January 2026, on the basis of theproposal made by the shareholder Michele Petrera,expressly approving the relevant terms and conditionsas well as the provision that: ISSUE THE PROXY:CONTRARY
(i)the optional and mandatory conversion will inany case be effective before the possible distribution ofdividends for the 2025 financial year; and
(ii)pending this conversion, as far as necessary itmay, the savings shares will not benefit (alreadystarting from and from the results of the 2025 financialyear) from any capital privileges that may be due tothem according to the bylaws in force to date."

(*) Pursuant to art. 138, paragraph 6, of the Issuers' Regulations, in relation to the resolution proposals 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; 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.

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DATE SIGNATURE
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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

***

This documentation does not constitute and should not be construed as an offer or invitation to subscribe for or purchase securities. The securities referred to herein have not been and will not be registered in the United States under the United States Securities Act of 1933 (as amended) (the "Securities Act") or in Australia, Canada, Japan, or any other country in which the offer or solicitation is subject to the approval of local authorities or otherwise prohibited by law (the "Excluded Countries"). The securities referred to 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 where there is an applicable exemption from registration under the Securities Act. Copies of this documentation, or parts of it, are not and may not be sent, nor in any way transmitted, or in any way distributed, directly or indirectly, in the Excluded Countries.

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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REGULATORY APPENDIX

Provisions of Legislative Decree no. 58 of 24 February 1998 (TUF)

Part IV

Title III

Section II-ter

Voting proxies

Art. 135-novies

(Representation at the Shareholders' Meeting)

    1. The person entitled to vote may indicate a single representative for each meeting, without prejudice to the right to indicate one or more substitutes.
    1. Notwithstanding paragraph 1, the person entitled to vote may delegate a different representative for each of the accounts, intended to record the movements of financial instruments, on the basis of which the communication provided for in Article 83-sexies has been made.
    1. Notwithstanding paragraph 1, if the person indicated as the holder of the shares in the communication provided for in Article 83-sexies acts, including through fiduciary names, on behalf of his clients, he may indicate as representative the persons on whose behalf he acts or one or more third parties designated by such parties.
    1. If the delegation provides for this option, the delegate may be replaced by a person of his or her choice, subject to compliance with Article 135-decies, paragraph 3, and without prejudice to the right of the represented person to indicate one or more substitutes.
    1. The representative may, instead of the original, deliver or transmit a copy, also on electronic support, of the proxy, certifying under his/her own responsibility the conformity of the proxy to the original and the identity of the delegating party. The representative shall keep the original of the proxy and keep track of any voting instructions received for one year from the conclusion of the Shareholders' Meeting.
    1. The proxy may be granted by electronic document signed in electronic form pursuant to Article 21, paragraph 2, of Legislative Decree no. 82 of 7 March 2005. Companies shall indicate in their articles of association at least one method of electronic notification of the proxy.
    1. Paragraphs 1, 2, 3 and 4 shall also apply in the case of transfer of shares by proxy.
  • 8.The provisions of Article 2372 of the Civil Code remain unaffected. Notwithstanding Article 2372, second paragraph, of the Civil Code, asset management companies, asset management companies, as well as non-EU entities that carry out collective asset management activities, may confer representation for several shareholders' meetings.

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Art. 135-decies

(Conflict of interest of the representative and alternates)

    1. The granting of a proxy to a representative in conflict of interest is permitted provided that the representative notifies the shareholder in writing of the circumstances from which such conflict arises and provided that there are specific voting instructions for each resolution in relation to which the representative must vote on behalf of the shareholder. It is up to the representative to prove that he or she has communicated to the shareholder the circumstances giving rise to the conflict of interest. The second paragraph of Article 1711 of the Civil Code shall not apply.
    1. For the purposes of this article, there is in any case a conflict of interest where the representative or substitute:
  • a) controls, even jointly, the company or is controlled by it, even jointly, or is subject to common control with the company;
  • b) is connected with the company or exercises a significant influence over it, or the latter exercises a significant influence over the representative himself;
  • c) is a member of the administrative or supervisory body of the company or of the persons indicated in letters a) and b);
  • d) is an employee or auditor of the company or of the persons indicated in letter a);
  • e) is the spouse, relative or relative within the fourth degree of the subjects indicated in letters from a) to c);
  • f) is linked to the company or to the persons indicated in letters a), b), c) and e) by self-employment or subordinate employment relationships or by other relationships of a financial nature that compromise their independence.
    1. The replacement of the representative with a substitute in conflict of interest is allowed only if the substitute has been indicated by the shareholder. In this case, paragraph 1 shall apply. The reporting obligations and the related burden of proof remain with the representative.
    1. This article shall also apply in the case of transfer of shares by proxy.

Art. 135-undecies (Designated representative of the listed share company ... omitted...

Art. 135-duodecies (Cooperative societies) ... omitted...

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Section III

Solicitation of proxies

Article 136

(Definitions)

    1. For the purposes of this section, the following definitions shall apply:
  • a) "proxy of votes" means the conferral of representation for the exercise of voting rights in shareholders' meetings;
  • b) "solicitation" means a request to more than two hundred shareholders for the granting of voting proxies on specific voting proposals or accompanied by recommendations, statements or other indications likely to influence voting;
  • c) "sponsor" means the person, including the issuer, or persons who jointly promote the solicitation.

Art. 137

(General provisions)

    1. Articles 135novies and 135-decies shall apply to the granting of voting proxies pursuant to this section.
    1. Clauses in the Articles of Association restricting representation at meetings in any way shall not apply to voting proxies granted in accordance with the provisions of this section.
    1. The bylaws may include provisions aimed at facilitating the expression of votes by proxy by employee shareholders.
    1. The provisions of this section shall not apply to cooperative societies.
  • 4-bis. The provisions of this section also apply to Italian companies with financial instruments other than shares admitted with the consent of the issuer to trading on regulated markets in Italy or in other countries of the European Union, with regard to the conferral of representation for the exercise of voting rights in the shareholders' meetings of the holders of such financial instruments.

Art. 138

(Solicitation)

    1. The solicitation is carried out by the promoter through the dissemination of a prospectus and a proxy form.
    1. The vote relating to the shares for which the proxy has been granted is exercised by the promoter. The promoter may be replaced only by those who are expressly indicated in the proxy form and in the solicitation prospectus.

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(Requirements of the client)

...article repealed by Legislative Decree no. 27/2010...

Art. 140

(Persons authorised to solicit)

... article repealed by Legislative Decree no. 27/2010 ...

Art. 141

(Shareholder associations)

...omitted...

Art. 142

(Proxy vote)

    1. The voting proxy is signed by the delegating party, can be revoked and can only be granted for individual shareholders' meetings already called, with effect for any subsequent calls; it cannot be issued blank and indicates the date, the name of the delegate and the voting instructions.
    1. The proxy may also be granted for some of the voting proposals indicated in the proxy form or only for some items on the agenda. The representative is required to vote on behalf of the delegating party also on the items on the agenda, on which he has received instructions, which are not the subject of the solicitation. The shares for which the proxy has been granted, even partial, are taken into account for the purposes of the regular constitution of the shareholders' meeting.

Art. 143

(Responsibility)

    1. The information contained in the prospectus or proxy form and any information disclosed during the solicitation must be suitable to allow the shareholder to make an informed decision; The promoter is responsible for eligibility.
    1. The promoter is responsible for the completeness of the information disseminated during the solicitation.
    1. In proceedings for compensation for damages resulting from a breach of the provisions of this section and the relevant regulations, the promoter shall bear the burden of proof that it acted with the required diligence.

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(Carrying out solicitation and collection)

    1. Consob shall establish by regulation rules of transparency and fairness for the conduct of the solicitation and collection of proxies. The regulation, in particular, regulates:
  • a) the content of the prospectus and the proxy form, as well as the methods of dissemination thereof;
  • b) suspend the activity of solicitation and collection of proxies, as well as the conditions and methods to be followed for the exercise and revocation of the same;
  • c) the forms of collaboration between the promoter and the subjects in possession of the information relating to the identity of the shareholders, in order to allow the solicitation to be carried out.
    1. Consob may:
  • a) require that the prospectus and the proxy form contain supplementary information and establish particular methods of dissemination of the same;
  • b) suspend the solicitation activity in the event of a well-founded suspicion of violation of the provisions of this section or prohibit it in the event of ascertained violation of the aforementioned provisions;
  • c) exercise the powers provided for in Articles 114(5) and 115(5) with regard to promoters 1.
    1. ... paragraph repealed by Legislative Decree no. 27/2010 ....
    1. In cases where the law provides for forms of control over shareholdings in the capital of companies, a copy of the prospectus and the proxy form must be sent to the competent supervisory authorities before the solicitation. The authorities prohibit solicitation if it jeopardizes the pursuit of the objectives inherent in the controls on shareholdings.

Provisions of Consob Regulation no. 11971/1999 (Issuers' Regulation)

Title IV

Chapter II

Solicitation of proxies

Art. 135

(Definitions)

For the purposes of this Chapter, the definitions of "intermediary" and "last intermediary" established in Article 2 of the Post-Trading Provision adopted by Consob and the Bank of Italy on 13 August 2018, as subsequently amended, shall apply.

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(Solicitation procedure)

    1. Anyone wishing to promote a solicitation of proxies shall send a notice to the issuing company, which shall publish it without delay on its website, to Consob, to the market operator and to the central depository of the shares.
    1. The notice states:
  • a) the identification data of the promoter and the issuing company, the shares for which the granting of the proxy is requested;
  • b) the date of the call of the Shareholders' Meeting and the list of items on the agenda;
  • c) the procedures for publishing the prospectus and the proxy form as well as the website on which these documents are made available;
  • d) the date from which the person entitled to vote may request the prospectus and the proxy form from the promoter or view them from the market operator;
  • e) the resolution proposals for which the solicitation is intended to be carried out.
    1. The prospectus and the form, containing at least the information required by the schemes set out in Annexes 5B and 5C, shall be published at the same time as the issuing company, Consob, the market operator and the central depository and shall be made available without delay on the website indicated by the sponsor pursuant to paragraph 2, letter c). Such a website may be that of the issuer, with the consent of the latter. The central depository shall inform intermediaries without delay of the availability of the prospectus and the proxy form.
    1. ...paragraph repealed by Resolution no. 17730/2011
    1. The promoter shall deliver the form together with the prospectus to anyone who requests it.
    1. Any change to the schedule and the form made necessary by supervening circumstances shall be promptly announced in the manner indicated in paragraph 3.
    1. At the request of the promoter:
  • a) the central depository shall communicate electronically, within one working day of receipt of the request, the identification data of the participating intermediaries on whose accounts the shares of the issuing company are registered as well as the relative number of shares;
  • b) intermediaries shall communicate electronically, within three working days of receipt of the request:
  • the identification data of the persons who have the right to vote, who have not expressly prohibited the communication of their data, in relation to whom they act as the last intermediaries, as well as the number of shares of the issuing company registered in their respective accounts;
  • the identification data of the persons who have opened accounts as intermediaries and the number of shares of the issuing company respectively registered on these accounts;
  • c) the issuing company shall make available on electronic support, within three working days of receipt of the request, the identification data of the shareholders and the other results of the shareholders' register and other communications received pursuant to legal or regulatory provisions.

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    1. Starting from the publication of the notice provided for in paragraph 1, anyone who disseminates information relating to the solicitation shall simultaneously notify the market operator and Consob, which may request the dissemination of clarifications and clarifications.
    1. The costs related to the solicitation are borne by the promoter.
    1. The mere decision, taken by several subjects, to jointly promote a solicitation is not relevant for the purposes of the obligations provided for by Article 122 of the Consolidated Act.

(Obligations of conduct)

    1. The promoter shall behave with diligence, fairness and transparency.
    1. In contacts with the solicited parties, the promoter refrains from carrying out the activity with regard to those who have declared themselves not interested, provides the requested clarifications in an understandable manner and illustrates the reasons for the solicitation, highlighting, in any case, the implications deriving from its own business or participatory relationships or those belonging to its group, with the issuing company or with persons belonging to the latter's group.
    1. The promoter, other than the issuing company, informs that, where expressly authorised by the person requested, in the event of significant circumstances occurring, unknown at the time of issuing the proxy and which cannot be communicated to him, such as to reasonably suggest that the same, if he had known them, would have given his approval, the vote may be exercised in a manner different from that proposed.
    1. The sponsor shall maintain confidentiality regarding the results of the solicitation.
    1. The promoter shall give notice by means of a press release, issued without delay in the manner indicated in Article 136, paragraph 3, of the casting of the vote, of the reasons for any vote exercised in a manner different from that proposed pursuant to paragraph 3, and of the outcome of the vote.
    1. Pursuant to Article 142, paragraph 2, of the Consolidated Law, the person exercising the vote at the Shareholders' Meeting is required to vote on behalf of the delegating party also on the items on the agenda for which the promoter has not made proposals, according to the will expressed by the delegating party in the proxy form pursuant to Article 138, paragraph 3.
    1. The promoter may not acquire voting proxies pursuant to Article 2372 of the Civil Code.

Art. 138

(Conferment and revocation of the proxy to vote)

    1. For the granting of the proxy, the person entitled to vote shall send the proxy form to the promoter, also as an electronic document signed in electronic form, pursuant to Article 20, paragraphs 1-bis and 1-ter, of Legislative Decree no. 82 of 7 March 2005.
    1. The promoter decides whether to exercise the vote even in a manner that does not comply with its proposals and provides an indication of this choice in the prospectus. If the request for proxies is promoted by the issuing company, the latter is required to exercise the vote even in a manner that does not comply with its proposals.

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    1. The person entitled to vote who has granted the proxy, even partially, may express his or her vote with the same proxy form for the items on the agenda for which the promoter has not requested the conferral of the proxy. For the same matters, the promoter is prohibited from making recommendations, declarations or other indications capable of influencing the vote.
    1. In the cases provided for in paragraphs 2 and 3, the promoter, if different from the issuing company, may express, if expressly authorised by the delegating party, a vote that differs from that indicated in the instructions in the event of significant circumstances occurring, unknown at the time of issuing the proxy and which cannot be communicated to the delegating party, such as to reasonably believe that the latter, if it had known them, it would have given its approval, or in the event of amendments or additions to the resolution proposals submitted to the Shareholders' Meeting.
    1. In the cases provided for in paragraph 4, the promoter declares at the shareholders' meeting:
  • a) the number of votes cast in a manner that differs from the instructions received or, in the case of additions to the resolution proposals submitted to the Shareholders' Meeting, expressed in the absence of instructions, with respect to the total number of votes exercised, distinguishing between abstentions, votes against and votes in favour;
  • b) the reasons for the vote expressed in a manner that differs from the instructions received or in the absence of instructions.
    1. In the cases provided for in paragraphs 3 and 4, in relation to resolution proposals for which voting instructions have not been given and authorisation to cast a vote different from that indicated in the instructions has not been granted, the shares shall in any case be 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.
    1. The proxy shall be revoked by means of a written declaration, issued in the manner provided for in paragraph 1, brought to the attention of the promoter at least the day before the meeting.

(Solicitation Interruption)

    1. In the event of interruption of the solicitation for any reason, the promoter shall give notice in the manner provided for in Article 136, paragraph 3.
    1. Unless otherwise reserved in the prospectus, the promoter shall in any case exercise the vote relating to the shares for which the proxy was granted before the publication of the notice provided for in paragraph 1. This provision does not apply where the interruption of the solicitation is ordered pursuant to Article 144, paragraph 2, letter b) of the Consolidated Law.