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Telecom Italia Rsp Proxy Solicitation & Information Statement 2026

Mar 12, 2026

4448_rns_2026-03-12_584b83fc-a6c4-4172-a616-e4c2cac2fc9f.pdf

Proxy Solicitation & Information Statement

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TIM

TINFO

TIM S.p.A.
Registered Office in Milan Via Gaetano Negri no. 1
General Administration and Secondary Office in Rome at Via di Val Cannuta no. 182
PEC box: [email protected]
Share capital € 11,677,002,855.10 fully paid up
Tax Code/VAT Registration Number and Milan-Monza Brianza-Lodi Business Register Number 00488410010

EXTRACT FROM THE NOTICE OF THE ORDINARY SHAREHOLDERS' MEETING

The Ordinary Shareholders' Meeting of TIM S.p.A. is convened on 15 April 2026 at 11.00 a.m. (single call) in Milan, Via Gaetano Negri no. 1, with the following

AGENDA

Ordinary session

  1. Financial statements as of 31 December 2025:
    1.1. Approval of the financial statement documentation; related and consequent resolutions.
    1.2. Proposal for the allocation of the result for the year; related and consequent resolutions.

  2. Report on the remuneration policy and compensation paid.
    2.1. Approval of the first section (remuneration policy for 2026); related and consequent resolutions.
    2.2. Non-binding vote on the second section (compensation paid in 2025); related and consequent resolutions.

  3. Performance Shares LTI Plan 2026-2028; related and consequent resolutions.

  4. Appointment of independent auditors for the period 2028-2036 and determination of remuneration. Related and consequent resolutions.

  5. Authorization to purchase and dispose of treasury shares pursuant to and for the purposes of articles 2357 et seq. of the Italian Civil Code, as well as Article 132 of Legislative Decree No. 58 of 24 February 1998 and Article 144-bis of the Consob Regulation adopted by Resolution No. 11971/1999 and subsequent amendments. Related and consequent resolutions.

Extraordinary session

  1. Reverse stock split of Telecom Italia S.p.A. ordinary shares in the ratio of 1 new share with regular dividend rights for every 10 shares in circulation, subject to the cancellation of shares in the minimum number necessary to allow the overall reconciliation of the reverse stock split transaction. Consequent amendment of Article 5 of the Articles of Association. Related and consequent resolutions.

  2. Exclusion of the obligation to subsequently reinstate the tax suspension constraint for the use of the legal reserve to cover 2025 losses; related and consequent resolutions.

  3. Cancellation of treasury shares without reduction of the share capital and consequent amendment of Article 5 of the Articles of Association. Related and consequent resolutions.

Attendance and exercise of the right to vote at the Shareholders' Meeting will take place, pursuant to Article 106 of Decree-Law No. 18/2020 converted by Law No. 27/2020 as subsequently amended and supplemented (the effects of which were most recently extended by Decree-Law No. 200 of 31 December 2025, converted, with amendments, by Law No. 26 of 27 February 2026), exclusively


through the Representative designated by the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998, identified as the Trevisan & Associati Law Firm, Viale Majno no. 45, Milan, in the person of Avv. Dario Trevisan or his substitutes in case of impediment.

Information regarding:

  • the submission of requests for additions to the agenda and individual proposals for resolutions on the items on the agenda;
  • the availability of resolution proposals and documentation relating to the items on the agenda;
  • the right to submit questions before the Meeting;
  • to attend the Shareholders' Meeting exclusively through the Representative designated by the Company (Studio Legale Trevisan & Associati, Viale Majno 45, Milan) and to exercise voting rights (record date: 2 April 2026);
  • the remaining organizational aspects of the Meeting;

are reported in the full notice of call, the text of which is published on the Company's website www.gruppotim.it/assemblea and on the website of the "" storage mechanism .

March 12, 2026