Remuneration Information • May 25, 2025
Remuneration Information
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1 Gruppo TIM - Uso Interno - Tutti i diritti riservati.
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English translation from the original Italian version
Pursuant to art. 84 bis of the Issuers' Regulation adopted by Resolution no. 11971 of 14 May 1999
( presentdocument was approved by the Board of Directors on 23 May 2025 and is available on the Company's website www.gruppotim.it/assemblea)
English translation from the original Italian version
This Information Document highlights, in bluerevision format, the amendmentschanges to the 2022-–2024 Stock OptionsOption Plan, approved by the Ordinary Shareholders' Meeting of 7 April 2022, which will be submitted by the Board of Directors to thesubmits for approval ofto the Ordinary Shareholders' Meeting of 23 April 2024convened for 24 June 2025.
TIM S.p.A.
Information Document 2022-2024 Stock Options Plan Amended
Registered OfficeHead Offices in Milan at Via Gaetano Negri n. 1 General Administrationmanagement headquarters and Secondary Officesecondary offices in Rome at Corso d'Italia 41Via di Val Cannuta, 182
2 Information document 2022-2024 Stock Option Plan
PEC (Certified Electronic Mail) box: PEC (Certified electronic mail) box: [email protected]
: [email protected] Share Capital euro 11,677,002,855.10 euros, fully paid up
TaxFiscal Code/VAT Registration Numbernumber and registration number
with the Companies Register of Milan Monza-Brianza Lodi Business Register Number 00488410010
On March 26, 20242022May 23, 2025, the Board of Directors of TIMTelecom Italia TIM S.p.A. ('("Telecom Italia', 'TIM',Italia", "TIM", the '"Company" or the 'Issuer'),"Issuer"), based on the preliminary investigation ofcarriedcarried out by the Nomination and Remuneration Committee, approved the proposal to the Shareholders' Meetinghas resolved to submit for approval to the TIM Ordinary Shareholders' Meeting of TIM convened for April 237, 2024202224 June 2025 certain proposed amendments to the 2022-2024 Stock Option Plan (the 'Plan'),"Plan"), approved by the same Ordinary Shareholders' Meeting on 7 April 2022. The amendments to the Plan are intended to integrate the original framework approved by the Ordinary Shareholders' Meeting onof 7 April 7, 2022. These amendments aim to provide 2022 and, intervening following the assessment already carried out by the Board of Directors regarding the vesting of the Beneficiaries of the right to exercise the options provided for a significant reduction by the Plan (the original Vesting Period having already fully elapsed), must be understood as an update of the information originally provided in the light of the circumstance that the Vesting has already taken place.
In particular, the proposed amendments concern:
the determination of a different strike price equal to Euro 0.3465 per share (the New Strike Price, as defined below) and the related re-parameterization of the maximum payout achievable by the beneficiaries of the Plan and the cancellation of the power of the Board of Directors to approve the acceleration of the vesting of options in the event of a public offering on the Company's ordinary shares. Given the Board's approval of the abovementioned proposed amendments to the Plan, the prior consent to their application was obtainedNon-Ceased Adhering Beneficiaries as defined below (the Modified Maximum Benefit, as defined below);
the determination of a different exercise period, which will run from the Chief Executive Officer and General Manager in office, Mr Pietro Labriola, and Key Managers with Strategic Responsibilities. The Company shall request that the other plan Beneficiaries accept the1 February 2027 to 14 April 2027 for the Non-Ceased Adhering Beneficiaries, as defined below (the New Exercise Period).
The above changes so that they can also be applied to them. The amendments will apply only to Beneficiaries who: (i) as of June 24, 2025 are still bound by an employment or administration relationship with TIM or another Subsidiary (excluding Telecom Italia Sparkle S.p.A.) (the "Relationship") and (ii) decide to adhere to the new rules above, renouncing the previous regulation regarding strike price and exercise period (the "Non-Ceased Adhering Beneficiaries").
Conversely, the proposed changes will not apply to the Beneficiaries who do not give their consent within the aforementioned time limits,: (i) Beneficiaries with whom as of June 24, 2025 there is no longer an existing Relationship (as well as those who have an existing Relationship with Telecom Italia Sparkle S.p.A.), and who still have rights under the Plan (the "Ceased Beneficiaries"); and (ii) the Beneficiaries with whom a Relationship is in place as of June 24, 2025 and who decide not to adhere to the amendments to the Plan (the "Non-Ceased Non-Adhering Beneficiaries"), for whom the original conditions of the Plan itself will continue to apply.
Following any favorable decision by the Shareholders, the Company will acquire the adhesions to the amendments to the Plan (and to the Implementing Regulation). With respect to the Non-Adhering Non-Ceased Beneficiaries, it is in any case understood that the amendments in question will not apply and the original provisions will remain in force and applicable, as for the Ceased Beneficiaries.
The changes to the Plan were necessary, on the one hand, to take into account some distorting factors that had a significant impact on the significance of the Plan in terms of remuneration and retention objectives (through the change in the Strike Price), on the other hand to relaunch and extend the retention effect and alignment of managers with the interests of shareholders for another almost two years (through the change in the Exercise Period). As for the first point, it is evident that, at the time of setting the Strike Price, the share prices had undergone a significant impact from the announcement by KKR of a possible public purchase offer, complete with an indication of the potential offer price; to this factor, a series of exogenous factors relating to the international context were added to the downward trend in the share price, such that the share has always remained well below the aforementioned Strike Price throughout the vesting period (and still is, despite the positive signals of recent weeks) and this regardless of the extraordinary and significant organizational and operational tools implemented by management. With reference to the second profile, the New Strike Price is balanced by a significant reduction and postponement of the exercise period which commits the management to the continuation and hopefully acceleration of the current trends and the implementation of the industrial plan, as well as the activation of any optionality, including extraordinary ones.
In the Company's opinion, this is a balanced mix of interventions (even more so today in light of the recent stock performance) in full compliance with the interests of the Company and its shareholders.
In this regard, in addition to the documentsdocumentation and noticescommunications published on the occasion of the aforementioned Shareholders'Ordinary Shareholders' Meeting of 7 April 7, 2022 and the related
5 Information document 2022-2024 Stock Option Plan
Information Document 2022-2024 Stock Options Plan Amended
meeting minutes of the Shareholders' Meeting, which are , available on the Company'sCompany's website, please refer to the explanations providedinformation in the directors'directors' report prepared pursuant to art. 125 ter and Articleart. 114-bis of Italian Legislative Decree Nono. 58 of 24 February 24, 1998 (the 'TUF')"TUF") available on the same website in the section dedicated to the Shareholders' Meeting of April 23, 2024 at www.gruppotim.it/assemblea.Ordinary Shareholders' Meeting of 24 June 2025 at www.gruppotim.it/assemblea.
This information document (the '"Information Document') has been preparedDocument") is drawn up pursuant to Articleart. 84-bis (1) of the Issuers' Regulation adopted by (with Consob Resolution No.resolution no. 11971/1999 (the 'Issuers' Regulation') and in compliance with the indications in Schedule No. 7 of the relevant Annex 3A"Issuers Regulation") to illustrate the terms and conditions amendmentschanges to the Plan, highlighted in blue below defined. The information relating to date.
Information on the implementation phase of the Plan, devolved to the competencycompetence of the Telecom Italia Board of Directors, will in due course be disseminated as set out inin due time in the ways provided for by the applicable regulationslegislation.
Please noteIt is specified that the Plan qualifies as one '"of major significance'particular relevance" pursuant to articleart. 114-bis, subsectionparagraph 3, of the CLF (Italian Legislative Decree no. 58/1998)TUF and articleart. 84-bis, subsectionparagraph 2, of the Issuers' RegulationsIssuers' Regulation.
In addition to the other definitions contained in this Information Document, the terms indicated below have the meaning respectively attributed to them
out by the Board of Directors will conduct the assessment at the meeting to approvefollowing the approval of the financial statements documentation (financial and non-financial information) as of December 31, 2024.
The Plan is reserved for the CEO and members of Groupthe Group's management, as identified by the Board of Directors at itsat the discretion of the Board of Directors, following the approval of the Plan by the Shareholders'Ordinary Shareholders' Meeting, from of 7 April 2022, among the Employees deemed worthy of incentives, recognition and retention based on management considerations.
The Beneficiaries were identified by the Board of Directors will identify the Beneficiaries from among the Employees following the approval of the Plan by the Shareholders'Ordinary Shareholders' Meeting, without prejudice to of 7 April 2022, with the inclusion of the CEO.
See the provisions of Please refer to paragraph 1.1.
1.3. 1.3. Indication of the names of the Beneficiaries belonging to the groups statedindicated in point 1.3, letters a), b) and c) of AnnexeAnnex 3A, ScheduleScheme 7 of the IssuerIssuers Regulation
See the provisions of Please refer to paragraph 1.1.
1.4. 1.4. Description and numerical indication of the Beneficiaries, separated for the categories statedindicated in point 1.4, letters a), b) and c) of Annex 3A, ScheduleScheme 7 of the IssuerIssuers Regulation
See the provisions of Please refer to paragraph 1.1. The total number of beneficiaries..
It is estimated at 140that the actual number of Beneficiaries to whom Options have been assigned is equal to 142 total units.
The goalobjective of the initiative, followingin a logic of motivation and retention, iswas to incentiviseincentivize the Beneficiaries to create value for Companythe Company's shareholders, aligning the interests of management with the interests of TIM shareholders, to achievein terms of achieving qualified
Business Plan objectives of the Industrial Plan and growth in value of the Share value in the medium term. The Plan intends to also assureset itself the objective of ensuring the possibility of attracting new managers from the outside, as the Businessin function of the implementation of the Industrial Plan is implemented.
The allocationassignment of the Options (, which took place in a discretionary and free of charge) will depend onmanner, was carried out taking into account the strategic natureimportance of the Beneficiaries concerning with respect to the implementation of the BusinessIndustrial Plan, as assessed at the discretion of the Board of Directors.
The number of Options allocatedgranted to Beneficiaries, other than the CEO will be, was determined by the Board of Directors through their discretionary and unquestionable inclusion of them in three pay opportunity tiersbands in relation to the contribution and impact of the role held on the company'scompany's strategic objectives.
The numberquantity of targetTarget Options will bewas equal to n. 24,000,000 for the CEO (corresponding to a Maximum Benefit of 25,824,000 euros and a Modified Maximum Benefit of 9,024,00025,824,000 euros). the same amount).
The maximum number of targetTarget Options allocatedto be granted to the remaining Beneficiaries will bewas equal to:
subject to re-proportioning in the event of allocationassignment after 31 August 31, 2022 and subjectwithout prejudice to the Maximum Benefit or Modifiedlimit of the Maximum Benefit limitand the Maximum Modified Benefit.
The re-proportioning will take place , where applicable, occurred starting from the allocationsassignments after 31 August 31, 2022, considering six four-monthly allocationassignment windows so, such that the numberquantities of targetTarget Options will bewere reduced to :
− - 7/9 of the quantities cited above quantities for allocationsassignments made from 1 September to 31 December 31, 2022;
− - 6/9 of the quantities cited above quantities for allocationsassignments made betweenfrom 1 January and Aprilto 30, April 2023;
− - 5/9 of the quantities cited above quantities for allocationsassignments made from 1 May to 31 August 31, 2023;
− - 4/9 of the quantities cited above quantities for allocationsassignments made from 1 September to 31 December 31, 2023;
3- 3/9 of the quantities cited above for assignments made from 1 January to 30 April 2024;
− - 2/9 of the above quantities for allocations made between 1 January and April
30, 2024;
− 2/9 of thementioned above quantities for allocationsassignments made from 1 May to 31 August 31, 2024.
No
The assignment of Options will be allocated afterwas not permitted starting from 1 September 1, 2024.
The above
For the Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries, the aforementioned target quantities (possibly re-proportioned as above) will bewere not subject to a downward adjustment whereredetermination since the nominalnormal value1 of the Share at Vesting iswas not higher than EUR 0.80 (conventional value for the determination of the Modified Maximum Benefit) or 1.50 euros (conventional value for the determination of the Maximum Benefit, where applicable): so-called Adjusted Target. For example, given a Modified Maximum Benefit for the CEO of 9,024,00025equal to 25,824,000 euros:
(delta between EUR 0.8011.50 euros and Strike Price) x no. 24,000,000 in the event of a Normal Value at Vesting ofMaturity equal to 2 euros per Share, the Adjusted Target Options for the CEO will bewould have been equal to:
1 The 'nominal value' is the arithmetic mean of the official Share price recorded from the stock exchange trading day preceding the starting point until the thirtieth previous ordinary calendar day (both inclusive) on the Electronic Share Market organized and managed by Borsa Italiana S.p.A., using as a denominator only those days to which the prices used for the basis of the calculation apply, rounded to two decimal places, and without prejudice to application of appropriate correction factors as per market practice.
9,024,0002525,824,000 euros: (2 euros -– 0.424 euros) = 5,725,8881616,385,787 Options
2.4.
For the Non-Ceased Adhering Beneficiaries to whom the New Strike Price and the Modified Maximum Benefit apply, the economic value of the Maximum Benefit does not change.
2.4. Reasons for adopting remunerationunderlying any decision to grant compensation plans based on financial instruments not issued by the Issuer
Not applicable.
2.5. 2.5. Evaluation ofAssessments regarding significant taxfiscal and accounting implications that have influencedaffected the designdefinition of the Plan
There have beenwere no significant taxfiscal and accounting implications that have influencedaffected the designdefinition of the Plan.
2.6. 2.6. AnyPossible support forof the Plan fromby the specialSpecial Fund for encouraging employee ownershipthe encouragement of worker participation in companies, pursuant to Article 4, subsectionparagraph 112, of Italian Law no. 350 of24 December 24, 2003, n. 350
The Plan does not receive support from the special Fund to provide incentives for
employee shareholdings in the enterprises.
3.1.
3.APPROVAL PROCESS AND TIMING FOR ASSIGNING TOOLS
3.1. Scope of the powers and functions delegated by the Shareholders' Meeting Assembly to the Board of Directors for the implementationpurpose of implementing the Plan
Based on the preliminary examination investigation carried out by the Nomination and Remuneration Committee, on 2 March 2, 2022, the Board of Directors resolved to submit the initiative to the Shareholders'Ordinary Shareholders' Meeting of 7 April 7, 2022,
− - in thean ordinary session, for authorisationthe authorization of the Plan pursuant to and for the purposes of art. 114-bis of the CLFTUF, as well as - to the extent necessary - for the accomplishment – as required – performance of the acts to dispose of disposal on the Treasury shares available in the Company's portfolio,Shares from time to time ifpresent in the Company's portfolio, where the Board of Directors should considerdeems it appropriate to serviceserve the Plan with the Treasury Shares available to the Company;
− - in thean extraordinary session for the issue of the new conversion sharesConversion Shares.
Following the verification of the Vesting of the Options, the Board of Directors resolved to submit certain amendments to the Plan, described in this Information Document, to the examination of the Ordinary Shareholders' Meeting convened for 24 June 2025.
The powers delegated to the Board of Directors include:
− powers to approve− the approval (and eventually update)possibly the updating) of the Plan regulationsRegulations and any other supporting documentation accompanying the same;
− − the discretionary identification of the Beneficiaries, upon the proposal of the CEO;
− − the inclusion of the Beneficiaries, other than the CEO, in the various allocation tiers.
bands. The Board of Directors mayhas been able to delegate to the CEO to identifythe identification and includeinclusion of the Beneficiaries in the various allocation tiers.bands;
The Board of Directors is assigned responsibility− to be able to use, to service the Plan, the ordinary shares already issued, to be purchased or already in the Company's portfolio or to identify other methods for creating the necessary provision.
The administration of the Plan is entrusted to the Board of Directors, which will avail itself of the corporate functions for thosethe aspects withinof their competence, and may also delegate someto the CEO part of its powers to the CEO concerningwith respect to Beneficiaries other than the CEO himself.
In the event of extraordinary transactions involving the Company, as well as extraordinary situations not envisagedforeseen in the Plan Regulations, the Board of Directors shallwill make any amendmentsthe changes and additions to the Plan that it deemsdeemed necessary and/or appropriate to keep the essential contents of the Plan (in material and economic terms) as unchanged as much as possible, (in substantial and economic terms), also acting – – if necessary, and to the extent ofthat it has the availability – – on the constituent documents of the Successor Companies.
13 Information document 2022-2024 Stock Option Plan
To implement the Plan, the Beneficiaries will be allocated Options to subscribe to newly issued Shares or to purchase treasury Shares at the Company's disposal at the Strike Price, at a ratio of one Share for each Option exercised, in the maximum number ascertained at the time of Vesting.
3.5. Newly issued Shares or already issued Own Shares may be used to service the Plan and purchased (in addition to those already in the portfolio as per the following paragraph), without prejudice to the fact that the Board of Directors also reserves the right to identify other methods in order to create the necessary funds to service the Plan.
The Board of Directors has resolved to submit to the Ordinary Shareholders' Meeting on 24 June the proposal for authorization to carry out acts of disposal on the Treasury Shares present from time to time in the Company's portfolio and reserves the right to submit in the future to the Ordinary Shareholders' Meeting any authorizations for the purchase (as well as the disposal) of Treasury Shares to service, among other things, the Plan..
The Beneficiaries of the Plan include the CEO. The boardBoard resolutions to allocatefor the attribution of the Options to the same (or to revisefor the revision of the Plan) musthave been adopted, or will be adopted, in compliance with the applicable regulatory provisions.
The NominationAppointments and Remuneration Committee structuredprepared the architecture of the Plan at itsin the meetings on Februaryof 11, 18, 25 and 28, February 2022, reporting on its workthe activity carried out to the fullplenum of the Board for a firstan initial resolution at itsin the meeting onof 21 February 21, 2022 and then finallyconclusively on 2 March 2, 2022. On that occasion, the Board of Directors approved the calling of the Shareholders'Ordinary Shareholders' Meeting on 7 April 7, 2022 to take for the adoption of the decisions described in paragraph 3.1. Following the verification of the Vesting of the Options, the Nomination and Remuneration Committee carried out a specific investigation into the amendments to be made to the Plan and described in this Information Document, finally formulating the relevant proposal to the Board of Directors at the meeting on 19 May 2025. The Board, having acknowledged the results of the investigation, therefore resolved on 23 May 2025 to submit the amendments referred to in this Information Document for approval by the Ordinary Shareholders' Meeting convened for 24 June 2025.
3.7.
3.7. Date of the decision taken byof the competent body concerningregarding the awardallocation of the financial instruments and of any proposal made to suchthe aforementioned body formulated by the Nomination and Remuneration Committee, if any
The Plan and the instrumentstools for its implementation must bewere submitted to the Shareholders'Ordinary Shareholders' Meeting of 7 April 7, 2022. Following the Shareholders'Subsequent to this Meeting, in the event of approval of the Plan and of the related ancillary resolutions, the Board of Directors shall make(i) assigned the Options to the Beneficiaries on 4 May 2022, (ii) ascertained the Vesting of the Options by the Beneficiaries on the basis of the level of achievement of the Performance Parameters on 14 April 2025, and in any case will take further decisions relevant to the implementation of the Plan itself, subject to the preliminaryfollowing investigation ofby the Nomination and Remuneration Committee, in compliance with the applicable rulesregulations depending on the statusquality of the Beneficiaries.
The official price of the Shares on the Electronic Share Market (MTA)Euronext Milan market organized and managed by Borsa Italiana S.p.A. was as follows:
3.9. Time limits and procedures by which the Issuer, in identifying the calendar for the allocation of the instruments to implement the Plan, considers the possible timing coincidence of: (i) that award or any decisions taken in this regard by the Nomination and Remuneration Committee; and (ii) the disclosure of any relevant information pursuant to Article 17 of Regulation (EU) No. 596/2014
May 4, 2022 – euro 0.271
May 19, 2025 euro 0.385
15 Information document 2022-2024 Stock Option Plan
The decisions regarding the allocationassignment and verification of the Vesting of the Options will be takenwere taken as detailed in the previous paragraph 3.7 by the Board of Directors at one or more sessions after the Shareholders' Meeting approvesfollowing approval of the initiative and obtainsby the Ordinary Shareholders' Meeting, having obtained the opinion of the Nomination and Remuneration Committee and, if necessary, the Board of Statutory Auditors of TIM, where with respect to the holders of special officesroles within the Company's Board of Directors are amongof the BeneficiariesCompany.
Moreover, the Options will bewere not exercisable on Vesting, not immediately;, but only upon Vesting and in the Exercise Period or in the New Exercise Period, as the case may be, therefore, the Company does not envisage taking plan to prepare any particular precautions regarding the above-mentionedsafeguards in relation to the situations.
The Plan provides for the Options to be allocated to the Beneficiaries free of charge.assignment of Options to the Beneficiaries. This shall take placeoccurs on a personal basis. The and the Options allocated may notassigned cannot be transferred or subjectsubjected to restrictions or constitutebe the purposeobject of acts of disposaldisposition inter vivos for any reason whatsoever.
The Plan envisagesprovides for a single Option allocation cycle of assignment of Options, without prejudice to the possibility for the Board of Directors to allocateassign Options during the Vesting period, and until August 31, 2024, for a maximum target number of 234,330,000 Options.
16 Information document 2022-2024 Stock Option Plan FollowingAfter the Vesting and during the , respectively, the Exercise Period and the New Exercise Period, the Options maywill not be exercisedexercisable in the 30 days preceding the approval by the Board of Directors of the financial statements for the year and the half-yearly report of the Company and in the 15 days preceding the approval by the Board of Directors of the explanatory report illustratingof the results of the first and third quarters of the financial year. The RegulationsRegulation will allow the discretionary establishment, by the Board of Directors, at their discretion, to set of extraordinary suspensionlockin periods.
4.3. ExpirationPlease note that the New Exercise Period applicable to Non-Ceased Adhering Beneficiaries has been set in the period between 1 February 2027 and 14 April 2027.
The Plan will expire for the Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries on the one hand, and for the Non-Ceased Adhering Beneficiaries on the other hand, respectively at the end of the Exercise Period, except for forfeiture or Clawback of and the New Exercise Period, unless the Options duringin the course of Vesting or Exercise Period or New Exercise Period are forfeited or Claw Back.
IdentificationThe identification of the Beneficiaries and allocationthe assignment of the Options to them will bewere carried out by August 31, 2024.
The maximum target number of Options that may be allocatedattributable to the Beneficiaries by that date iswas equal to 234,330,000, resulting infor a consequent maximum number of exercisable Options (if the correctionsin the event of failure to apply the corrective measures for exceeding the Maximum Benefit or the Modified Maximum Benefit or Maximum Benefit is not applied and and of finalization of each of the Performance Parameters is set at the maximum level) ofequal to 257,763,000.
The Options will becomebecame exercisable, subject to the Board of Directors'Directors' assessment on 14 April 2025 of the level of achievement of the Performance Parameters, at the end of the Vesting Periodperiod.
In particular:
−- exercising the exercisability of 70% of the Adjusted Target Options will be subject towas conditional on the achievement of the Performance
17 Information document 2022-2024 Stock Option Plan
Information Document 2022-2024 Stock Options Plan Amended
Parameter represented by the cumulative reported EBITDA-CAPEX–CAPE for the 2022-2024 financial years, as set out inper the BusinessIndustrial Plan, with a variation range ranging from -10% (achievement of 80% of the targetobjective as set out inper the BusinessIndustrial Plan) to +10% (achievement of 120% of the targetobjective as set out inper the BusinessIndustrial Plan), with linear interpolation for intermediate levels of achievement of the Performance Parameter. IfIn the event of a level of achievement of the Performance Parameter achievement level is lower than 80% of the Businessobjective as per the Industrial Plan target, the corresponding Options shall lapsewould have expired without compensation;
−- the exercisability of 15% of the Adjusted Target Options is subject towas conditional on the Performance Parameter represented by the percentage presence of women in positions of responsibility at the end of 2024, outon the total number of all holders of positions of responsibility, as set out inper the BusinessIndustrial Plan, with a variation range that goes from -10% (25% of women out ofon the total number of holders of positions of responsibility) to +10% (28% of women out ofon the total number of holders of positions of responsibility); the target level for thisof the parameter is equal to 27% of women out ofon the total number of holders ofin positions of responsibility.;
ConcerningWith respect to the indicator '"percentage presence of women in positions of responsibility', 'responsibility", "positions of responsibility'responsibility" means: Formalized positions formalized in the company organization.
IfIn the event of a percentage presence of women in positions of responsibility at the end of 2024 is lesslower than 25%, the corresponding Options will lapsewould have lapsed without compensation.
−- the exercisability of 15% of the Adjusted Target Options is subject towas conditional on the Performance Parameter represented by the ratio betweenof renewable electricity andto electricity consumed in the 2024 financial year 2024, as set out inper the BusinessIndustrial Plan, with a variation interval rangingrange from -10% (75% of renewable electricity) to +10% (83% of renewable electricity); the target level of the parameter is equal to 80% of renewable electricity.
The indicator '"ratio betweenof renewable electricity and to electricity consumed electricity'" is defined as follows: MWh from renewable sources self-produced and purchased renewable sources divided by total MWh consumed.
IfIn the event of a ratio betweenof renewable electricity andto electricity consumed in the 2024 financial year is lesslower than 75%, the corresponding Options will lapsewould have expired without compensation.
The cumulative reported EBITDA-CAPEXCAPE indicator iswas calculated as the difference between the cumulative values, for the period 2022-2024, of the TIM Group's reported EBITDA of the TIM Group and the capex of and the TIM Group, Group's CAPEX as defined below:
• EBITDA• reported EBITDA, i.e. operating profitresult before depreciation, amortization, capital gains/(losses) and impairmentwrite-backs/(write-downs) of non-current assets. It can also be calculated as the total operating revenues and other income net of costs for purchasingpurchases of materials and services, employee benefits expensespersonnel costs and other operating expenses, andcosts, changes in inventories and Internally generated assets. Thisinternally realized activities. It is an indicator is used by TIM as a financial target in internal presentations (business planplans) and external presentations (to analysts and investors). It) and represents a useful unit of measurement for evaluating the group'sGroup's operating performance. The target reported target value will be sterilized according to the same criteria defined for the annual variable incentivesincentive (MBO).
• • capex (capital expenditures) represent the Group'sGroup's investments in fixed assets (tangible and intangible) operative fixed assets. Financial investmentsof an operational nature. Investments of a financial nature are therefore excluded. The target reported target value will behas been sterilized according to the same criteria defined for the annual variable incentivesincentive (MBO) andin addition to any differences concerningcompared to the value of the licenceslicenses already included in the Budget and Plan 2022-2024 Plan. .
The value of the cumulative ebitda-capex reported EBITDA-CAPEX, as perto the BusinessIndustrial Plan for the years 2022- 2024, is was equal to 3,994.6 million euros.
In the event of a public offering of the Shares, The Plan regulations will provide for the possibility for the Board of Directors has the power to resolve on the acceleration of the Vesting (and the immediate exercisability) of the Target Options, in the event of a public offer on the Shares. with respect only to those Beneficiaries who have not consented to the application to them of the amendments made to the Plan by the Shareholders' Meeting of April 23, 2024. If, as a subject gainsresult of a public offering, a party acquires legal control of the Company because of a public offering of, the Shares,acceleration of the Vesting will be accelerated automatically (with immediate exercisability of the targetTarget Options). ) will be determined automatically.
4.6. Information on It should be noted that in implementation of the Plan, a total of 196,144,979 Target Options have been assigned, and that at the Maturation, based on the actual level of achievement of the Performance Parameters as better indicated below, 212,738,790 Options have matured.
The Options will be allocatedgranted to the Beneficiaries onin a personal basiscapacity, and may not be transferred or subjectedsubject to restrictions or be the subject of acts of disposaldisposition inter vivos.
Following the exercise of the Options being exercised (to the maximum extent toin which they may be exercised at Vestingthe exercise is or will be permitted at the Maturity or at the start date of the New Exercise Period, in application of the correctioncorrections related to the Maximum Benefit orand the Modified Maximum Benefit and depending on Performance Parameters'the level of achievement level), againstof the Performance Parameters), in exchange for payment of the Strike Price or, as the case may be, the New Strike Price, the Beneficiaries will receive Shares with regular dividend entitlementenjoyment, at the rate of one Share for each Option exercised, with no restrictions onwithout availability constraints.
4.7. 4.7. Description of any resolutory conditions which apply to the allocation underthat may result in termination of the Plan ifin the event that the Beneficiaries engage in recipients carry out hedging transactionsoperations to neutralizeneutralise any prohibitions on the sale of the Options, or of the Shares derivingresulting from thetheir exercise of such options
Not applicable.
The Options will lapseexpire without any compensation upon termination of the Beneficiary's employment relationship of the Beneficiary with TIM, its Subsidiaries and/or Successor Companies during the Vesting period.
Exceptions to this rule are were made in the cases of early Beneficiary premature death of the Ceased Beneficiary (with exercise of the Options exercisable by the heirs) or interruption of the relationship due to (i) retirement; (ii) total and permanent disability; (iii) consensual termination by mutual consent (excluding voluntary resignation), provided that the interruptioninterrupting event occurs on or after 1occurred starting from January 1 of the year following allocation.the assignment, as well as (iv) the Ceased Beneficiaries as employees of FiberCop S.p.A. In these cases, the Options will be subject are susceptible to Vesting (without any Vestingdetermining acceleration of the Vesting), in a number reduced number in proportion to the fullentire four-month periods which have already elapsed sincefrom the allocationassignment date until the interruptioninterrupting event occurred in Tim and Subsidiaries or in FiberCop S.p.A. (and for an entire year forwith respect to the Ceased Beneficiaries allocatedassigned Options beforeprior to September 1, 2022).)
It is understood that, in any other case of termination of the Beneficiary's employment relationship of the Ceased Beneficiary with TIM, its Subsidiaries or Successor Companies, the Options shall be forfeited. If have lapsed. In the event of sending a notificationletter of disciplinary proceedings is sent, the right to exercise the Options will be suspended dispute, and until the moment of receipt of the communication announcingwith which the relevant sanction to be appliedis imposed (with possible application of the Claw Back) or it is reported that no sanction will be appliedimposed, the right to exercise the Options has remained and will remain suspended.
4.9. It is also understood that (i) the Ceased Beneficiaries between the end of the Vesting Period and the date of June 24, 2025 will be able to exercise the Options in full (provided they have ceased in the cases indicated above for which vesting during the Vesting Period is possible), as well as the Non-Adhering Ceased Beneficiaries, and (ii) the Ceased Beneficiaries (as well as the Non-Adhering Non-Ceased Beneficiaries) will be able to exercise the Options in the Exercise Period and by paying the Strike Price (with application, therefore, of the original terms and conditions of the Plan). With reference to the Non-Ceased Adhering Beneficiaries, the Options will expire without any compensation upon termination of the employment relationship with TIM, its Subsidiaries and/or Successor Companies prior to February 1, 2027. Exceptions are cases of premature death of the Non-Ceased Adhering Beneficiary (with the exercisability of the Options by the heirs) or termination of the relationship due to (i) retirement, (ii) total and permanent disability; in these cases there will be no reduction in the options; (iii) consensual termination, the number of Options exercisable within the accrued Options of which will be the subject of an agreement between the parties. In the event of voluntary resignation, all options will be lost. In all these cases, the Options will in any case be exercisable exclusively in the New Exercise Period. It is understood that, in any different case of termination of the employment relationship of the Non-Ceased Beneficiary Member with TIM, Subsidiaries or Successor Companies, before 1 February 2027 the Options will lapse.
The Board of Directors shall be attributedis granted all the powers required to implement the Plan, making all amendments/supplements to it as are any changes and/or additions necessary to pursueachieve the objectives that the Plan is intendedintends to achieve, including when in the event of changes to the applicable regulations change,legislation or extraordinary situations not envisagedforeseen in the Regulations arise.
4.10. 4.10. Reasons for an option for the possible provision of a "redemption", by the company to 'buy back', of the financial instruments underlyingcovered by the plan, introducedarranged pursuant to articleArticles 2357 et seq. of the Italian Civil Code
The planPlan does not provide for any right of redemption by the Company with a right to repurchase.
No loans or other facilities will be grantedbenefits are provided for purchasingthe purchase of the Shares pursuant to Article 2358 of the Civil Code.
4.12. 4.12. IndicationAssessments of the cost the Company is expected to incur burden for the Company at the timedate of the allocationassignment, as may be determined baseddeterminable on the basis of terms and conditions already defined terms, for overall amount and conditions, in total and for relation to each financial instrument
AtAs of the date of this document, it is not possible to indicate the exact Plan cost amount of the Plan burden for the Issuer, as this cost depends on remains linked to the number of Options to be allocated, determined inactually vested and subsequently exercisable by the manner described aboveBeneficiaries, taking into account the proposed amendments.
Pursuant to IFRS 2 (Share-based paymentsPayments), the Company and, where applicable, each Subsidiary or Successor Company will recognize, for the portion of their respective competence, throughout the vesting period the fair value of the Options allocated over the vesting period for the portion attributable to them.granted. This totalamount will be recognized pro-rata temporis in the separate income statement throughout the vesting period, with an item in employee benefits expenses among personnel costs as a counterentrycounterpart to a net equity reserve. TheseThe expenses thus recognized among the employee benefit expenses may be deductedpersonnel costs will be deductible for IRES (corporate income tax) purposes by the Company and by each Subsidiary with registered officesoffice in Italy, for the portion pertaining to it. of their respective competence where it is possible to apply the IFRS 2 principles, in accordance with the regulations applicable from time to time.
22 Information document 2022-2024 Stock Option Plan
IfIf the Plan were to be served in its entirety by newly issued Shares should service the entire Plan, and it should be determined that a maximum number of 257,763,000 Options could, and all 212,738,790 vested Options were to be exercised, the issueissuance of a maximum of 257,763,000212,738,790 new Shares would havedetermine a dilutiondilutive effect of 1.19% ofequal to approximately 1% with respect to the total capital and 1.65% ofapproximately 1.39% with respect to the ordinary shares of the Company alone as at December 31, 2021the date of approval of this Information Document by the Board of Directors.
No restrictionsIn addition, the Company's own Shares held from time to time in its portfolio may be used to service the Plan, in this case without dilutive effects. The Board of Directors has resolved to submit to the Ordinary Shareholders' Meeting of 24 June 2025 the proposal for authorization to perform acts of disposal on the Treasury Shares from time to time present in the Company's portfolio and reserves the right to submit in the future to the Meeting any authorizations for the purchase (as well as the disposal) of Treasury Shares to service, among other things, the Plan, without prejudice to the fact 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 reserves the right, in the event of impossibility of assigning the Shares to the Beneficiaries, to pay the Beneficiaries a sum of money in place of the same, calculated on the basis of the arithmetic mean of the official prices of the Company's Shares recorded on Euronext Milan in the thirty days preceding the Vesting Date.
There is no limit on the exercise of voting rights orthe right to vote and on the attribution of the property rights inherent to the Shares acquired throughderiving from the exercise of the Options are anticipated...
Not applicable.
4.16. 4.16. Number of financial instruments underlying each Option
23 Information document 2022-2024 Stock Option Plan
Each Option will entitlegive the holderright to subscribe tofor a newly issued Share (or to purchase an a pre-existing Share, already held in the Company'sCompany's portfolio) againstupon payment of the Strike Price, based on Regulation terms and or the New Strike Price, according to the conditions.
4.17. Maturity and terms of the Regulations.
Please refer to the previous paragraphs 4.3 and 4.8 above.
SeePlease refer to the provisions of precedingprevious paragraphs 4.2 ande 4.5.
TheFor the Ceased Beneficiaries and the Non-Ceased Non-Adhering Beneficiaries, the Strike Price is equal to 0.424 euros per Share and has beenwas calculated as the weighted average of the official marketlisting price of TIM'sthe TIM ordinary SharesShare and savings sharesShare on the electronic sharestock market organized and managed by Borsa Italiana S.p.A. in the quarter December 2021- February 2022. While, for the Non-Ceased Adhering Beneficiaries, the New Strike Price is equal to 0.3465 euros per Share and was calculated as the weighted average of the official listing price of the TIM ordinary Share and savings Share on the electronic stock market organized and managed by Borsa Italiana S.p.A. in the 30 trading days preceding the date of the Board meeting of 23 May 2025.
The method of determining the Strike Price and the New Strike Price is intended as a tool for synthetically valuing Companythe Company's equity (in both its ordinary and savings share components) beforeat the "current" values" with respect to the approval of the Businessby the Board of Directors of these amendments to the Plan, whose implementation is rewarded by Plan incentivesfollowing the reasons set out in the introduction to the Information Document.
Not applicable.
4.22. IfThe New Strike Price is intended as a reward element for Non-Ceased Adhering Beneficiaries.
4.22. In the event that the financial instruments underlying the Options are not traded intradable on regulated markets, an indication of the value attributable to the underlying financial instruments or the criteria for determining suchthe value
Not applicable.
4.23. 4.23. Criteria for the adjustments made necessary following extraordinary operations on the capital transactions and other operations entailing a changetransactions involving changes in the number of underlying instruments
SeePlease refer to the provisions of precedingprevious paragraph 3.3.
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For the implementation of the Plan and the data in the summary table pursuant to Article 4.24, Annex 3A to the Issuers' Regulation, please refer to the Report on the remuneration policy for the 2025 financial year and on the compensation paid in the 2024 financial year..
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