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Telecom Italia Rsp — Proxy Solicitation & Information Statement 2026
Mar 16, 2026
4448_rns_2026-03-16_901a0718-a002-43d9-a975-953f5f63642f.pdf
Proxy Solicitation & Information Statement
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SINFO
SHAREHOLDERS' MEETING
OF 15 APRIL 2026

2026-2028 LTI Performance Shares Plan
Information Document
(drawn up pursuant to Article 84 bis of the Issuers' Regulation adapted
by Resolution no. 11971 of 14 May 1999)
Courtesy Translation
TIM
ORDINARY SHAREHOLDERS' MEETING OF 15 APRIL 2026
2026-2028 LTI PERFORMANCE SHARES PLAN
INFORMATION DOCUMENT
(drawn up pursuant to Article 84 bis of the Issuers' Regulation adopted by Resolution no. 11971 of 14 May 1999)
Courtesy Translation
2026-2028 LTI PERFORMANCE SHARES PLAN
INFORMATION DOCUMENT
Pursuant to art. 84 bis of the Issuers' Regulation adopted by Resolution no. 11971 of 14 May 1999
(The document was approved by the Board of Directors on 11 March 2026 and is available on the Company's website www.gruppotim.it/assembleo)
3
DEFINITIONS
The terms indicated below have the meanings attributed to them respectively:
| Chief Executive Officer | The CEO of TIM in office pro tempore. |
|---|---|
| Actions | The ordinary shares of TIM, with no par value, admitted to trading on the Euronext Milan market, a regulated market organised and managed by Borsa Italiana S.p.A. |
| Beneficiaries or Recipients | The Chief Executive Officer and the executives working at the Company or the Subsidiaries covered by the Plan, with the sole exception of TIM S.A., a company listed in Brazil and with its own remuneration plans. |
| Claw-back | The Company's right to recover, in whole or in part, the Shares assigned free of charge (less those sold for the discharge of tax charges by the Beneficiary), or their Fair Value at Vesting, within 60 months from the date of assignment of the Shares, in the event of, inter alia: (i) error in the reference data for the purposes of calculating the premium; (ii) intentional or grossly negligent conduct of the Beneficiary; (iii) restatement of the financial statements that affected the disbursement, as better specified in the regulations. |
| Committee | The nomination and remuneration committee set up by TIM within the Board of Directors, with advisory and propositional functions on remuneration. |
| Check | Each of the companies directly or indirectly controlled by TIM from time to time, pursuant to art. 93 of the TUF with registered office in Italy. |
| Board of Directors or Board | The Board of Directors of TIM. |
| Executives with Strategic Responsibilities | Persons who have the power and responsibility, directly or indirectly, for the planning, management and control of the activities of TIM and/or its subsidiaries. as identified from time to time by the Board of Directors. |
| Briefing Paper | This information document has been prepared pursuant to Article 84-bis, Annex 3A, Schedule 7, of the Issuers' Regulation. |
| Group | TIM and its subsidiaries. |
| Lock-up | The two-year period in which 50% of the Shares assigned to Vesting remain unavailable, non-transferable and blocked in the securities accounts specifically prepared by the Issuer, to which the Shares will be credited, to be calculated net of the number of Shares whose sale is necessary for the payment of the taxes due by the Beneficiary (so-called "Shares of the Shares").sell to cover). |
| Maturation | The moment of ascertainment by the Board of Directors of the degree of achievement of the Performance Objectives in accordance with the terms and conditions of the Plan. |
| Performance Objectives | The set of objectives described in paragraphs 2.2 and 4.5 of this Information Document. |
| Plan | The long-term incentive plan called "Performance Shares LTI Plan 2026-2028", referred to in this Information Document. |
| Performance Shares | The rights to the free assignment of Shares to the Beneficiaries upon Vesting, in a variable number depending on the degree of achievement of the Performance Objectives. |
TIM Group - Internal Use - All rights reserved.
Courtesy Translation
| Report | Indicates the employment or management relationship between TIM or another Subsidiary and each Beneficiary. |
|---|---|
| Rules | The implementing regulations of the Plan, which will be approved by the Council and which will govern the detailed terms and conditions of the Plan itself. |
| Issuers' Regulation | The Regulation adopted by Consob with resolution no. 11971 of 14 May 1999 as subsequently amended and supplemented. |
| Company or TIM or Issuer | TIM S.p.A., with registered office in Milan, Via Gaetano Negri n. 1. |
| TUF | Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented. |
| Starting Value | The arithmetic average of the official prices of the Shares recorded from the trading day preceding a given starting point until the thirtieth day of the previous ordinary calendar (both inclusive) on the Euronext Milan market organised and managed by Borsa Italiana S.p.A., using as a divisor only the days on which the refer to the quotations taken as the basis of the calculation, with truncation to the fourth decimal place, and without prejudice to the application of appropriate correction factors as per market practice. |
| Normal value | The normal value in the case of free assignments of TIM Shares is determined on the basis of the arithmetic average of the prices recorded in the last month (Article 9, paragraph 4, letter a of the Consolidated Income Tax Act). The last month is to be understood as the period between the day on which the Shares are assigned to the employee (the initial day excluded from the calculation) and the same day (inclusive) of the previous calendar month (circular no. 30/E cit.). |
Courtesy Translation
FOREWORD
On 11 March 2026, the Board of Directors of TIM – on the basis of the Committee's investigation – approved the proposal for the Ordinary Shareholders' Meeting called for 15 April 2026, pursuant to Article 114-bis of the TUF, to approve the long-term incentive plan called the "LTI Performance Shares Plan 2026-2028", as governed by this Information Document.
The Plan is part of the Company's remuneration policy and aims to strengthen the alignment of management interests with those of shareholders, promoting the creation of sustainable value in the medium to long term. It provides for the free allocation of ordinary shares of the Company, subject to the achievement of specific performance objectives, as better indicated in the Information Document.
The Plan is a plan of particular importance pursuant to Article 114-bis, paragraph 3, of the TUF and Article 84-bis, paragraph 2, of the Issuers' Regulation, as it is also aimed at entities included among those identified by Article 114-bis of the TUF.
This Information Document has been prepared pursuant to Article 84-bis of the Issuers' Regulation and in accordance with Schedule no. 7 of Annex 3A of the same Issuers' Regulation and is made available to the public at the Company's registered office and on TIM's website at www.gruppotim.it/assemblea, as well as on the authorised storage mechanism "" at the following address , within the terms and in the manner provided for by applicable law.
The information not yet available at the time of approval of the proposal for the Ordinary Shareholders' Meeting will be disclosed in due course in the manner provided for by the applicable regulations.
Courtesy Translation
1. RECIPIENTS
The Plan is addressed to the Chief Executive Officer and members of the Group's management (up to approximately 70 executives, including Executives with Strategic Responsibilities), as identified at the discretion of the Company's Board of Directors, also on the proposal of the Chief Executive Officer, following the approval of the Plan by the Ordinary Shareholders' Meeting.
The identification of the Beneficiaries will take into account the role held, the level of organisational responsibility and the expected contribution to the Group's strategic objectives, with a view to incentivising performance and retaining key resources, in compliance with the remuneration policy submitted for approval by the Ordinary Shareholders' Meeting on 15 April 2026.
1.1. Indication of the names of the Beneficiaries who are members of the Board of Directors of the Issuer, of the parent companies of the Issuer and of the Subsidiaries
The Beneficiaries will be identified by the Company's Board of Directors only after the approval of the Plan by the Ordinary Shareholders' Meeting, without prejudice to the inclusion of TIM's Chief Executive Officer in office pro tempore, as the top management directly involved in the achievement of the Company's strategic objectives.
On the date of approval of the Plan, the position of Chief Executive Officer is held by Mr. Pietro Labriola.
1.2. Categories of employees or collaborators of the Issuer and of the parent companies of the Issuer or of the Subsidiaries
The Beneficiaries will be identified, in due course, among executives with permanent employment contracts in place with the Company, without prejudice to the inclusion of the Chief Executive Officer, or his Subsidiaries, with the sole exception of TIM S.A., a company in turn listed in Brazil and with its own remuneration plans.
1.3. Indication of the names of the persons benefiting from the Plan belonging to the following groups:
a) General managers of the Issuer of financial instruments
As of the date of this Information Document, the Chief Executive Officer of TIM also holds the position of General Manager of the Company.
b) other managers with strategic responsibilities of the Issuer of financial instruments that are not "minor", pursuant to Article 3, paragraph 1, lett. f) of Regulation no. 17221 of 12 March 2010, in the event that during the year they received total remuneration (obtained by adding monetary compensation and remuneration based on financial instruments) higher than the highest total remuneration among those attributed to the members of the board of directors, or of the management board, and to the general managers of the Issuer of financial instruments.
Not applicable.
c) Natural persons controlling the Issuer shares that are employees or collaborators of the Issuer.
Not applicable.
1.4. Description and numerical indication, separated by categories.
a) Managers with strategic responsibilities other than those indicated in letter b) of paragraph 1.3.
The Managers with Strategic Responsibilities currently identified by the Board are 13.
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b) in the case of "smaller" companies, pursuant to Article 3, paragraph 1, lett. f) of Regulation no. 17221 of 12 March 2010, the indication by aggregate of all the executives with strategic responsibilities of the issuer of financial instruments.
Not applicable.
c) any other categories of employees or collaborators for whom different characteristics of the Plan have been provided.
The Plan provides for a homogeneous structure within the same category of Beneficiaries (see also paragraph 2.3 below).
2. REASONS FOR THE ADOPTION OF THE PLAN
2.1. Objectives to be achieved through the attribution of the Plan
The objective of the Plan is to incentivise the Beneficiaries to achieve the Group's strategic objectives, aligning the interests of management with those of TIM's shareholders.
Following the definition of the new objectives related to strategic evolution and in order to create adequate management commitment to these objectives, the Board of Directors deemed it appropriate to propose the launch of a new long-term incentive plan known as performance shares, in line with the most common practices market policy, which provides for the involvement of the Chief Executive Officer, Executives with Strategic Responsibilities as well as other executives in roles of greater responsibility and with the ability to influence the company's results.
The three-year vesting period and the additional Lock-up period distribute the benefits of the Plan over an appropriate period of time and consistent with the aforementioned objective of aligning the remuneration of management holding roles considered decisive for the implementation of strategic objectives with the interests of shareholders.
It is believed that the architecture of the Plan as a whole is consistent with the market practices typical of equity plans (vesting period of 3 years, balance between market/non-market performance indicators, presence of lock-up and claw-back) as well as with best practices in terms of integration of sustainability indicators of business activities into the corporate remuneration policy.
2.2. Key variables, also in the form of performance indicators, considered for the purposes of awarding the Plan
The number of Shares that will be assigned to the Beneficiaries at Vesting is directly related to the degree of achievement of the Performance Objectives illustrated below, consisting of an economic-financial objective, two ESG objectives as well as a market-based objective relating to Total Shareholder Return (TSR, which measures the total return on the investment in the Shares over the three-year period in question, taking into account the change in the price of the Shares and the dividends distributed by the Company).
In particular:
- the economic and financial objective consists of TIM Group EBITDA AL - REPORTED CAPEX cumulated in the three-year period 2026-2028 (the target was formulated on the basis of the 2026 targets communicated to the market in February 2026, the implicit confirmation of the 2027 targets communicated in February 2025 and the estimate for 2028 as extrapolated in the performance, pursuant to IAS 36, the analyses aimed at carrying out the Impairment Test for the consolidated financial statements
Courtesy Translation
of the TIM Group as at 31 December 2025; any changes in the strategy or scope of consolidation communicated in the Capital Market Day scheduled for the second half of 2026 will be appropriately considered for the update of this objective in order to ensure full comparability);
- the ESG objectives are related to (i) the eco-efficiency lever of the mobile network "5G traffic penetration" at the end of 2028 and (ii) the increase in the average AI Literacy value of the Tim S.p.A. population involved at the end of 2028;
- with regard to the TSR (Total Shareholder Return), the performance will be calculated by verifying the positioning of TIM's Total Shareholder Return with respect to a basket of peers consisting of ten European TLC peers.
Please also refer to par. 4.5 for further details.
The Performance Objectives and the underlying criteria have been defined in accordance with the Remuneration Policy which will be submitted for approval to the Ordinary Shareholders' Meeting on 15 April 2026.
2.3. Elements underlying the determination of the amount of compensation based on financial instruments, or criteria for its determination.
The Plan is an equity-based and equity-settled plan, structured over a three-year time horizon, in line with market best practices in terms of remuneration. The Beneficiaries of the Plan are assigned a number of Performance Shares proportional to their gross annual salary. In particular, the pay opportunity with respect to the base salary will be based on the role and performance achieved:
- for the Chief Executive Officer, it is equal to 70% (minimum), 100% (target) and 130% (maximum) of the gross annual remuneration;
- for Executives with Strategic Responsibilities and other front-line executives, it is equal to 52.5% (minimum), 75% (target) and 97.5% (maximum) of gross annual remuneration; e
- for a select group of other senior executives, it is 35% (minimum), 50% (target) and 65% (maximum) of gross annual compensation.
The number of Performance Shares to be assigned will correspond to the quotient between the pay opportunity and the Baseline Value (the latter calculated having as its starting point the time of the start of the incentive cycle, i.e. the day on which the Board of Directors identifies the Beneficiaries by assigning them the Performance Shares), rounded down.
As better specified below, the payout at Vesting will be variable as per paragraph 4.5 below, without prejudice to the maximum number of Shares servicing the entire Plan, equal to 25,000,000 calculated before the reverse stock split (see paragraph 3.4 below).
2.4. Reasons for any decision to award compensation plans based on financial instruments not issued by the Issuer
Not applicable.
2.5. Assessments of significant tax and accounting implications that have affected the definition of the Plan
In defining the characteristics of the Plan, no significant tax or accounting implications emerged that could substantially affect the structure of the Plan itself.
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2.6. Possible support for the Plan by the Special Fund for the Incentive of Worker Participation in Enterprises, referred to in Article 4, paragraph 112, of Law No. 350 of 24 December 2003
Not applicable.
3. APPROVAL PROCESS AND TIMING OF ASSIGNMENT OF TOOLS
3.1. Scope of powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the purpose of implementing the Plan
The Plan, as illustrated in this Information Document, will be submitted for approval to the Ordinary Shareholders' Meeting convened, in ordinary session, for 15 April 2026, to which it will also be proposed to resolve to grant the Board of Directors the power to implement it.
In particular, it will be proposed that the Board of Directors be granted all the powers necessary and/or appropriate for the implementation of the Plan, including, but not limited to:
- the approval and any subsequent amendment of the Regulations;
- the identification of the Beneficiaries and the determination of the Performance Objectives and the pay opportunity within the limits of the provisions of the Information Document;
- the definition of the additional operational aspects and implementation methods of the Plan; e
- the adoption of any other act, measure or fulfilment deemed necessary or appropriate to fully and correctly implement the Plan.
3.2. Indication of the persons in charge of the administration of the Plan and their function and competence
The Board of Directors is responsible for the implementation of the Plan, avails itself of the preparatory, propositional and advisory support of the Committee and has the right to delegate the operational management of the Plan to the competent corporate functions.
The Board of Directors may also delegate powers to the Chief Executive Officer for certain aspects concerning the actual implementation of the Plan. In any case, it is understood that any decision relating to and/or relating to the assignment and assignment of Shares and, more generally, to the implementation of the Plan with regard to the Chief Executive Officer will remain the exclusive competence of the Board of Directors.
3.3. Existing procedures for the revision of the Plan, also in relation to any changes to the basic objectives
In the event of extraordinary events concerning the Company or changes to the regulatory framework with effects on the Plan, the Board of Directors will have the right to make any amendments to the Plan Regulations, subject to the assent of the Committee and without the need for further involvement of the Ordinary Shareholders' Meeting, aimed at maintaining the substantial and economic contents of the Plan unchanged. within the limits permitted by the resolutions adopted by the Ordinary Shareholders' Meeting (including the maximum number of Shares to service the Plan) by the regulations applicable from time to time. Such amendments may include, but are not limited to, the Board of Directors' right to (i) modify the Performance Objectives or the size of the Performance Shares and/or Shares to be assigned, including in the event of extraordinary or unforeseeable situations, circumstances or transactions (including on share capital) that may significantly affect the results, on the scope of the Group's activities or on the Plan as a whole, or to (ii) assign
Courtesy Translation
the Shares in advance to the Beneficiaries in the event of accelerated vesting (e.g. due to change of control, etc.).
3.4. Description of the methods used to determine the availability and allocation of the financial instruments on which the Plan is based
Newly issued Shares or treasury shares already issued, to be purchased or already held pursuant to art. 2357 et seq. of the Italian Civil Code, it being understood that the Board of Directors also reserves the right to identify other methods in order to create the necessary provision to service the Plan.
The Board of Directors resolved to submit to the Ordinary Shareholders' Meeting on 15 April 2026 the proposal to authorise the purchase of deeds as well as the disposal of treasury shares from time to time in the Company's portfolio to service, among other things, the Plan.
The Board of Directors also resolved to submit to the Ordinary Shareholders' Meeting on April 15, 2026 the proposal for a reverse stock split of the Company's ordinary shares at a ratio of 1 new share with regular dividend rights for every 10 shares outstanding. This proposal is subject to the effectiveness of the resolutions of the shareholders' meetings of 28 January 2026 which approved (i) the voluntary reduction of the Company's share capital to a total of Euro 6,000,000,000.00, without changing the number of TIM Shares in circulation and with a consequent reduction in their implicit nominal value, as well as (ii) the optional and mandatory conversion of the savings shares issued by the Company into TIM ordinary shares, transactions in progress at the date of this Information Document.
Consequently, the Board of Directors and, on its behalf, the Chairman and the Chief Executive Officer, severally and with the right to sub-delegate, as far as necessary, will adjust the number of Shares and the terms of the assignment of the Plan according to the resolutions relating to the aforementioned reverse stock split, applying corrective coefficients in order to ensure substantial unchanged conditions for the beneficiaries of the Plan.
The Board of Directors reserves the right, in the event of impossibility to assign the Shares to the Beneficiaries, to pay the Beneficiaries a sum of cash in lieu of the same, calculated on the basis of the arithmetic average of the official prices of the Company's Shares recorded on Euronext Milan in the thirty days prior to the Vesting date.
3.5. Role played by each director in determining the characteristics of the Plan; possible recurrence of situations of conflict of interest
The Board of Directors, on the proposal of the Committee and with the support of the company management and the consultant Willis Tower Watson, approved the structure of the Plan, defining its main characteristics, as well as this Information Document (with the abstention of the Chief Executive Officer, as he is included among the Beneficiaries).
3.6. Date of the decision of the body competent to propose the approval of the Plan to the Assembly and of the Committee's proposal
The proposal to adopt the Plan for the Ordinary Shareholders' Meeting was: (i) examined, to the extent of its competence, at certain meetings of the Committee held in February and March 2026 and, most recently, on 10 March 2026 with the issuance of a favourable opinion; (ii) approved by the Board of Directors on 11 March 2026. The adoption of the Plan will be submitted, pursuant to art. 114-bis of the TUF, to the approval of the Ordinary Shareholders' Meeting called on 15 April 2026.
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3.7. Date of the decision of the competent body on the allocation of the instruments and of any proposal made to the competent body by the nomination and remuneration committee
The Plan is submitted for approval to the Ordinary Shareholders' Meeting called for 15 April 2026. Subsequently, in the event of approval of the Plan, the Board of Directors will meet to take the relevant decisions for the purposes of implementing the Plan itself, subject to the Committee's investigation of the relevant Regulations and also on the proposal of the Chief Executive Officer as regards the identification of the Beneficiaries.
3.8. Market price of the Shares, recorded on the aforementioned dates
The reference price of the Shares recorded on the Euronext Milan market on 10 March 2026 and 11 March 2026 was equal to Euro 0.6040 and Euro 0.5940 respectively.
3.9. Terms and methods by which the Issuer takes into account, in identifying the timing of the allocation of the instruments in implementation of the Plan, the possible coincidence in time between: (i) such assignment or any decisions taken in this regard by the nomination and remuneration committee; and (ii) the dissemination of any relevant information pursuant to art. of art. 17 of Regulation (EU) No 596/2014
Any coincidence in time between the disclosure of inside information (or the pending "delay" in the disclosure of the same) and the initial assignment of the Performance Shares would be irrelevant for the Beneficiaries, as they will accrue the right to the assignment of the corresponding Shares exclusively at the end of the vesting period and, in any case, subject to the achievement of the Performance Objectives, without prejudice to the subsequent constraint of partial unavailability related to the Lock-up.
In order to limit the margins of discretion with respect to the timing of the assignment of the accrued Shares (also in relation to the potential coincidence between such assignment and the disclosure of inside information or the pending "delay" in the disclosure of the same), it is envisaged to predetermine, as far as possible, the time windows relating to the ascertainment of the achievement of the Performance Objectives and the subsequent effective payment of the Shares, and in any case, care will be taken not to adopt or carry out, as far as possible, the relevant decisions or transactions on the occasion of or in conjunction with corporate transactions or other events that may significantly affect the price of the Shares.
- THE CHARACTERISTICS OF THE INSTRUMENTS ASSIGNED
4.1. Description of the forms in which compensation plans based on financial instruments are structured
The Plan provides for the free assignment to the Beneficiaries of the right to receive free Shares, the actual payment of which will take place at the Vesting on the basis of the achievement of the Performance Objectives and subject to ascertainment of the permanence of the Relationship in accordance with the provisions of Article 4.8 below, without prejudice to the provisions in relation to the Lock-up.
4.2. Indication of the period of effective implementation of the Plan with reference also to any different cycles envisaged
The Plan provides for a single incentive cycle. The free assignment of the Shares to the Beneficiaries, with consequent crediting to the individual securities accounts in their name, prepared for this purpose by the Issuer, will take place following the Vesting.
4.3. Termination of the Plan
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The Plan will end at Vesting (and therefore in the 2029 financial year), without prejudice to the subsequent Lock-up and the subjection to Claw-back.
4.4. Maximum number of financial instruments that can be allocated
At the moment, it is not possible to indicate exactly the number of Shares that will actually be assigned under the Plan, which will depend in particular on the degree of achievement of the Performance Objectives, without prejudice in any case to the maximum limit of Shares servicing the Plan (25,000,000) calculated before the reverse stock split (see paragraph 3.4 above).
4.5. Methods and clauses for the implementation of the Plan, specifying whether the actual allocation of the instruments is subject to the occurrence of conditions or to the achievement of certain results, including performance; Description of these conditions and results
The Performance Shares assigned will accrue in variable numbers depending on the degree of achievement of the Performance Objectives as ascertained by the Board of Directors following the approval of the Group's consolidated financial statements as at 31 December 2028.
1) The following target values are envisaged for the economic and financial objective constituted by the TIM Group EBITDA AL - REPORTED CAPEX cumulated in the three-year period 2026-2028 (Weight: 50%):
- minimum: if 80% of the target objective is achieved;
- target: in the event of achievement of the objective (i.e. the cumulative value in the respective three years of the 2026, 2027 and 2028 business plan);
- maximum: in case of achievement of 120% of the target objective,
with linear interpolation in the case of a value ascertained at intermediate levels.
The achievement of the TIM Group EBITDA AL - CAPEX reported cumulative target will be assessed overall at the end of the three-year reference period 2026 - 2028, regardless of the level of achievement of the intermediate targets over the three years. As regards the contribution of the TIM Brazil component to the target, this is considered "reported", i.e. changing the value in R$ at the average exchange rate estimated for each year of the Plan (respectively: R$6.54/EUR in 2026, R$6.63/EUR in 2027 and R$6.61/EUR in 2028). When the target is finalized, any effects deriving from an effective exchange rate different from that envisaged herein will be sterilized, as well as any changes in the scope of consolidation.
2) For the two ESG objectives (weight 15% each) the following targets are envisaged:
-
the increase in the average Al Literacy value of the Tim S.p.A. population involved, to be finalized at the end of 2028, where Al Literacy means the level of competence, awareness and practical ability on Artificial Intelligence to govern technological change, reduce resistance to change and consolidate critical skills on the use of Artificial Intelligence:
-
minimum: 55%;
- target: 60%;
- maximum 65%;
The indicator is based on the administration of questionnaires and situational tests on 6 areas of competence, with an evaluation of 3 dimensions - technical, practical, ethical - on a centenary scale for each area of competence and a final weighting on three levels.
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-
Penetration of 5G traffic (lever of eco-efficiency of the mobile network) at the end of the 2028 financial year. The indicator is calculated as a percentage of mobile traffic in 5G technology on total traffic at the end of 2028. The penetration of 5G traffic is a driver of eco-efficiency of the mobile network, as more efficient technologies allow greater volumes of data to be transmitted for the same energy (Bytes/kWh):
-
minimum: $\geq 38\%$ ;
- target: $\geq 40\%$ ;
Maximum: $\geq 42\%$
with linear interpolation in the case of a value ascertained at intermediate levels.
3) the TSR target (weight: $20\%$ ) will be calculated by verifying the positioning of TIM's Total Shareholders Return with respect to a basket of peers $^1$ made up of ten European TLC peers (BT Group plc, Swisscom AG, Deutsche Telekom AG, Telefonica S.A., Telekom Austria AG, Telenor ASA, Koninklijke KPN N.V., Telia Company AB, Orange S.A. and Vodafone Group plc). With respect to this parameter, the following target values are envisaged:
- minimum, in the case of at least 6th place;
- target, in the case of positioning at least in 4th place,
maximum, in the case of positioning at least in 2nd place,
with linear interpolation in the case of a value ascertained at intermediate levels and with the application in any case of a gate consisting of the TSR of the Shares with a positive value.
For the payout curve of the various categories of Beneficiaries, please refer to paragraph 2.3.
4.6. Availability constraints on the instruments allocated
The Performance Shares will be assigned to the Beneficiaries on a personal basis, and may not be transferred or subject to constraints or be the subject of acts of disposal. Following Vesting, the Shares credited to the individual securities accounts of the Beneficiaries prepared for this purpose by the Issuer will be subject to Lock-up -at the rate of $50\%$ of the Shares that will remain as a result of the exercise of the "sell to cover" option (i.e., sale at Vesting of a sufficient number of Shares to pay the taxes due) - and to Claw-back.
4.7. Any termination conditions in the event of hedging transactions that allow to neutralize any prohibitions on the sale of the assigned financial instruments
Not foreseen.
4.8. Description of the effects of termination of employment
In the event of termination of the Relationship before Vesting (and therefore during the three-year vesting period), for (i) retirement; (ii) consensual termination (with the exclusion in any case of voluntary resignation); (iii) placement outside the perimeter of the Group, for any reason, of the company with which the Beneficiary has its Relationship; (iv) total and permanent disability or death (with assignment in the latter case to heirs), the Performance Shares, in a reduced number in proportion to the full four-month periods already elapsed from the date of assignment of the Performance Shares until the interruption event, will remain subject to Vesting
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(without acceleration of vesting), provided that the interruption event occurs after 1 January of the year following the assignment of the Performance Shares.
It is understood that, in any other case of termination of the Relationship before the Vesting, the Beneficiaries will forfeit any right to vest and receive Shares.
In the event of sending a letter of disciplinary complaint, and until the moment of receipt of the communication with which the relevant sanction is imposed (with possible application of the Claw-back clauses) or it is reported that no sanction will be imposed, the right to obtain the assignment of the Shares will remain suspended.
In the event of transfer of the Relationship from the Company to another company of the Group, or vice versa, or in the event of termination of the Relationship and simultaneous establishment of a new Relationship within the Group, the Beneficiary will retain, mutatis mutandis, all rights attributed to him by virtue of the Plan.
4.9. Indication of other possible reasons for cancelling plans
In the event that, as a result of changes in laws or regulations or changes in their interpretation or application, the implementation of the Plan entails substantially higher taxes, higher social security costs or charges of any other nature for the Company or the Beneficiaries, the Board of Directors, in agreement with the Committee, will have the right to unilaterally amend the terms and conditions of the Plan, including – if necessary – the possibility of cancelling or revoking the Plan itself, giving adequate notice to the Beneficiaries.
4.10. Provision of a "redemption" by the Club.
Not applicable.
4.11. Loans or facilities for the purchase of shares pursuant to Article 2358 of the Italian Civil Code
Not applicable.
4.12. Assessments of the expected expense to the Company at the date of assignment
At the date of this Information Document, it is not possible to indicate the exact amount of the expected charge for TIM in relation to the implementation of the Plan, as this charge is particularly linked to the number of Shares actually assigned, determined according to the level of achievement of the Performance Objectives, without prejudice in any case to the maximum limit of Shares servicing the Plan (25,000,000) calculated before the reverse stock split (see paragraph 3.4 above).
Pursuant to IFRS 2 (Share-based payments), the Company and, where applicable, each Subsidiary will recognise, for the part of their respective competence, over the vesting period, the fair value of the rights granted. This amount will be recognised pro-rata temporis in the separate income statement over the period of the incentive cycle under personnel costs as a contra-entry to an equity reserve. The expenses will be deductible for IRES and IRAP purposes for the Company and each Subsidiary based in Italy where it is possible to apply IFRS 2 standards, according to the regulations applicable from time to time.
4.13. Indication of any dilutive effects on capital determined by compensation plans
In the event that the Plan is implemented entirely through a free capital increase pursuant to art. 2349 of the Italian Civil Code, the dilutive effects on the share capital, within the limits of what may be resolved by the Ordinary Shareholders' Meeting and therefore for a maximum of no. 25,000,000 Pre-reverse stock splits, would not exceed $0.12\%$ of the total number of shares existing as of March 11, 2026 and $0.17\%$ compared to the ordinary share component alone.
4.14. Any limits provided for the exercise of voting rights and for the attribution of property rights
Courtesy Translation
Without prejudice to the two-year lock-up applicable to 50% of the Shares attributed to the Vesting (net of those necessary for the so-called "Vesting Rights"). sell to cover), there is no limit to the exercise of voting rights and the enjoyment of the property rights inherent in the Shares subject to free assignment.
4.15. Information useful for assessing the value of shares, in the event that they are not traded on regulated markets
Not applicable.
4.16 – 4.23 Not applicable as it is not a stock option.
4.24 Share issuers shall attach Table 1 to the information document.
The Company will provide the market with the information requested in Table 1 of Annex 3A, Schedule 7, of the Issuers' Regulation, when the resolutions of the Board of Directors relating to the implementation of the Plan are publicly disclosed, pursuant to Article 84-bis, paragraph 5, of the Issuers' Regulation. Such documentation will be made available in the manner and within the terms provided for by current legislation, including publication on the Company's website and transmission to Consob and Borsa Italiana, where applicable.
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