Telecom Italia Rsp — Proxy Solicitation & Information Statement 2026

Mar 12, 2026

TIM

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: telecomitalia@pec.telecomitalia.it
Share capital: € 11,677,002,855.10 fully paid up

TINFO
GLOBAL SINCE FICHE
DEI LENTI UFFICI

NOTICE OF SHAREHOLDERS' MEETING

The Ordinary Shareholders' Meeting of TIM S.p.A. ("TIM" or the "Company") is convened on 15 April 2026, at 11:00 (single call) in Milan Via Gaetano Negri, n. 1, with the following

AGENDA

Ordinary Meeting

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 art. 132 of Legislative Decree no. 58 of 24 February 1998 and art. 144-bis of the Consob Regulation adopted by resolution no. 11971/1999 and subsequent amendments. Related and consequent resolutions.

Extraordinary Meeting

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.

Procedures for the conduction of the Shareholders' Meeting

Without prejudice to the procedures for the prior exercise of the right to vote specified below, the participation and exercise of the right to vote at the Shareholders' Meeting will take place, in accordance with the provisions of Article 106 of Decree-Law no. 18/2020 converted by Law no. 27/2020 as subsequently amended and supplemented (the effects of which were last extended by Decree-Law 31 December 2025, no. 200, converted, with amendments, by Law no. 26 of 27 February 2026), exclusively through the Designated Representative by the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 ("TUF"), identified as the Trevisan & Associati Law Firm of Milan (the "Designated Representative"), in the person of Avv. Dario Trevisan or his substitutes in case of impediment. The Designated Representative may also be granted proxies and/or sub-proxies pursuant to Article 135-novies of the TUF. It should be noted that the Directors, Statutory Auditors, the Secretary of the meeting and the Designated Representative may also attend the Shareholders' Meeting by means of telecommunications, without the need for the Chairman and the Secretary to be in the same place.

The procedures for the conduction of the Shareholders' Meeting may be supplemented and/or modified, subject to notice by the Company to be communicated to the Shareholders and the public with sufficient advance notice and in the same forms provided for the publication of the notice of call.

Entitlement to voting rights

Those entitled to attend and vote at the Shareholders' Meeting are those for whom the reference intermediary sends to the Company the appropriate communication certifying the entitlement to the right as of 2 April 2026 (record date). Those who become holders of shares after that date will not have the right to attend and vote at the Shareholders' Meeting.

The communication of the reference intermediary must be received by the Company by the end of the 3rd trading day prior to the date set for the Shareholders' Meeting (i.e. by 10 April 2026). The right to attend and vote remains unaffected if the communication is received by the Company after this deadline, provided that it is received before the start of the Shareholders' Meeting.

Shareholders with shares deposited with the Company shall use the usual communication channels available to them.

Integration of the Agenda

Shareholders who represent at least 2.5% of the ordinary share capital and who are entitled to exercise their right in the forms provided for by the applicable regulations may submit proposals for resolutions on the items already on the Agenda as well as request the addition of the Agenda.

The request and a report illustrating the reasons, together with a copy of an identity document of the applicant (or of the legal representative or attorney with suitable powers, together with documentation certifying his qualification or powers), must be received within 10 days of the publication of this notice (i.e. by 22 March 2026), in writing to the address:

TIM S.p.A.
Corporate Affairs - Ref. Agenda
Via Gaetano Negri n. 1
20123 MILAN - Italy

or by email to assemblea.azionisti@pec.telecomitalia.it.

Subject to verification of the regularity of the exercise of the right, the Company will give notice of the additions to the Agenda or of the submission of further resolution proposals on the items already on the agenda, in the same forms prescribed for the publication of the notice of call, by 31 March 2026. At the same time as the publication of the notice of integration or presentation, the report prepared by the requesting Shareholders will be made

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available to the public, in the same forms provided for the documentation relating to the Shareholders' Meeting, together with any assessments of the Board of Directors.

Additions to the agenda are not permitted for items on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the Directors or on the basis of a project or report prepared by them, other than those referred to in Art. 125-ter, paragraph 1, of the TUF.

Shareholders who intend to exercise the right are invited to contact the Company's Corporate Affairs office in advance to define any necessary operational details.

Submission of individual resolution proposals on the Agenda

In consideration of the fact that participation in this Shareholders' Meeting is allowed exclusively through the Designated Representative and during the course of the proceedings the presentation of proposals is not allowed (as clarified by Consob), with reference to this meeting all shareholders are allowed to exercise their right in the forms provided for by the applicable regulations, to submit individual proposals for resolutions on the items on the Agenda by sending them by 31 March 2026 (together with a copy of an identity document of the applicant or of the legal representative or attorney with suitable powers, together with documentation attesting to their qualification or powers), on paper to the address:

TIM S.p.A.

Corporate Affairs - Ref. Agenda

Via Gaetano Negri n. 1 20123 MILAN - Italy

or by email to assemblea.azionisti@pec.telecomitalia.it.

It is recommended that the proposals be formulated in a clear and comprehensive manner, hopefully accompanied by a report setting out the reasons for them. Subject to verification of the relevance of the proposals with respect to the Agenda, as well as their completeness and compliance with the applicable regulations, the Company will publish all the proposals received (and any accompanying explanatory reports) by 1 April 2026 by publication on the Company's website at www.gruppotim.it/assemblea.

Documentation

The reports on the items on the Agenda, with the related resolution proposals, and the remaining documentation of the Shareholders' Meeting will be made available on the "" storage mechanism () as well as on the Company's website at www.gruppotim.it/assemblea within the terms of the law.

The documentation can also be requested by contacting the addresses mentioned at the bottom of this notice.

The Articles of Association and the Shareholders' Meeting Regulations are available on the Company's website

(https://www.gruppotim.it/it/gruppo/governance/strumenti-governance/statuto-sociale.html and

https://www.gruppotim.it/it/gruppo/governance/strumenti-governance/regolamenti.html).

Questions

Those entitled to vote, duly qualified in the forms provided for by the applicable regulations, may submit questions on the items on the Agenda before the Shareholders' Meeting by sending them in writing by 2 April 2026 (record date) to:

TIM S.p.A.

Corporate Affairs - Ref. Questions

Via Gaetano Negri n. 1

20123 MILAN - Italy

or by email to assemblea.azionisti@pec.telecomitalia.it

or through the appropriate section of the website

https://agmlive.computershare.it/nos/tim2026.

The questions submitted as above, pertaining to the items on the Agenda, will be answered by publication on the Company's website at www.gruppotim.it/assemblea, at least three days before the Shareholders' Meeting and therefore by 12 April 2026.

Prior exercise of voting rights

Pursuant to the provisions of the Articles of Association in force, the holder of the right may also exercise the vote, by submitting it by 14 April 2026:

• electronically exclusively through the appropriate section of the website

https://agmlive.computershare.it/nos/tim2026;

• by mail, using the form that can be downloaded in a printable version from the Company's website at www.gruppotim.it/assemblea.

The dedicated electronic voting functionality and the form for exercising postal voting will be available from 2 April 2026.

The envelope containing the completed and signed postal ballot paper (to be included in an additional sealed envelope), a copy of the identity document of the person signing the ballot, any suitable documentation to certify its legitimacy, must be sent to the following address:

TIM S.p.A.

Corporate Affairs - Ref. Vote

Via Gaetano Negri n. 1

20123 MILAN - Italy

Representation in the Shareholders' Meeting

As specified above, attendance at the Shareholders' Meeting is permitted only by granting a proxy and/or sub-proxy to the Designated Representative, pursuant to:

• art. 135-undecies of the TUF, through the "Proxy Form to the Designated Representative", or

• art. 135-novies of the TUF, with the right to use the appropriate ordinary and/or sub-proxy forms made available, in the manner described below.

Proxy pursuant to Article 135-undecies of the TUF

The Designated Representative may be granted a written proxy pursuant to Article 135-undecies of the TUF, at no cost to the delegating party (except for any shipping costs), with voting instructions on all or some of the items on the Agenda. The proxy to the Designated Representative referred to in art. 135-undecies of the TUF must be conferred by filling in and signing the specific "Proxy Form to the Designated Representative" which will be available from 16 March 2026, in a printable and/or editable version, in the section of the www.gruppotim.it/assemblea website dedicated to this Shareholders' Meeting. The proxy form to the Designated Representative, duly completed, with the relevant written voting instructions, accompanied by a copy of an identity document of the delegating party (or of the legal representative or attorney with suitable powers, together with documentation certifying his/her qualification or powers), must be received, in original, by 13 April 2026, 11.59 p.m.

• for proxies with handwritten signature, to the address:

Trevisan & Associati Law Firm

Viale Majno n. 45 20122 MILAN - Italy;

• for proxies with qualified electronic signature or ature, by certified e-mail, to the address: rappresentante-designato@pec.it.

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Within the same term and in the same manner, the proxy and voting instructions may be revoked. It should be noted that the proxy has no effect with regard to proposals for which voting instructions have not been given.

Proxy pursuant to Article 135-novies of the TUF

The Designated Representative may be granted proxies and/or sub-proxies pursuant to art. 135-novies TUF, with voting instructions on all or some of the proposals on the Agenda. Without prejudice to the generic proxy form pursuant to Article 135-novies of the TUF (available from 16 March 2026), the Designated Representative has reserved the right to make available specific proxy and sub-proxy forms for this Shareholders' Meeting. These models will be published in the appropriate section of the www.gruppotim.it/assemblea website, in printable and/or editable versions. The proxies pursuant to Article 135-novies of the TUF, accompanied by a copy of an identity document of the delegating party (or of the legal representative or attorney with suitable powers, together with documentation certifying their qualification or powers), must be delivered, by 14 April 2026, at 12.00 noon, to Trevisan & Associati Law Firm, by post, to the address:

Trevisan & Associati Law Firm,
Viale Majno n. 45
20122 MILAN - Italy

or by electronic communication, to the certified email address: rappresentante-designato@pec.it or email: rappresentante-designato@trevisanlaw.it.

Within the same term and in the same manner, the proxy and voting instructions may be revoked.

Starting from 12 March 2026, the Designated Representative will be available for clarification or information at the addresses indicated above and/or at the toll-free number: 800 134 679 (on working days and hours).

Total number of shares and voting rights

The subscribed and paid-up capital of TIM S.p.A. as of March 12, 2026 amounted to €11,677,002,855.10, divided into 15,329,466,496 ordinary shares (with voting rights at the Company's ordinary and extraordinary shareholders' meetings) and 6,027,791,699 savings shares (with voting rights at special category meetings), all without par value, of which, as of today, 71,822,110 ordinary treasury shares.

Further information

Further information on the exercise of the rights due to members is available on the www.gruppotim.it/assemblea website.

The offices of the Company's Registered Office are open to the public on weekdays, from Monday to Friday, from 10.00 a.m. to 1.00 p.m.

For any requests and information, the e-mail address assemblea.azionisti@pec.telecomitalia.it and, on weekdays, from 9.30 a.m. to 12.30 p.m.:

• toll-free number 800 020 220 (for calls from Italy)
• number +39 011 2293603 (for calls from abroad)

March 12, 2026