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Telecom Italia Rsp

Remuneration Information May 25, 2025

4448_rns_2025-05-25_89499e9f-b594-4163-a84c-a52ffc3f9bf1.pdf

Remuneration Information

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SHAREHOLDERS MEETING OF ORDINARY SHARES OF JUNE 24, 2025

2025-2027 LTI PERFORMANCE SHARES PLAN INFORMATION DOCUMENT

1 Gruppo TIM - Uso Interno - Tutti i diritti riservati.

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English translation from the original Italian version

2025-2027 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 23 May 2025 and is available on the Company's website www.gruppotim.it/assemblea)

English translation from the original Italian version

DEFINITIONS

The terms below have the meanings attributed to them respectively:

Chief Executive Officer The CEO of TIM in office pro tempore.
Shares The ordinary shares of TIM, with no par value, admitted to trading on the
Euronext Milan market, a regulated market organized and managed by
Borsa Italiana S.p.A.

Beneficiaries or Recipients The Chief Executive Officer and the managers working at the Company or the Subsidiaries recipients the Plan.

Claw-back The Company's right to recover, in whole or in part, the Shares assigned free of charge (less those sold for the payment of tax charges by the Beneficiary), or their Fair Value at Vesting, within 60 months from the date of assignment of the shares, among other things in the event of: (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 regulation.

Committee The Nomination and Remuneration Committee established by TIM within the Board of Directors, with advisory and propositional functions on remuneration.

Subsidiaries Each of the companies directly or indirectly controlled by TIM from time to time, pursuant to art. 93 of the CLF with registered office in Italy.

Board of Directors or Board The Board of Directors of TIM.

Managers with Strategic Responsibilities Pursuant to Article 65, paragraph 1-quarter of the Issuers' Regulation, the persons who have the power and responsibility, directly or indirectly, for the planning, management and control of TIM's activities, as identified from time to time by the Board of Directors.

Information Document 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 is excluded from the Lock-up (so-called sell to cover).

Maturation The moment of assessment 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 2025- 2027", 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.

Relationship Indicates the employment or management relationship between TIM or another Subsidiary and each Beneficiary.

Regulation The implementing regulation of the Plan, which will be approved by the Council and which will govern the terms and conditions of detail of the Plan.

Issuers' Regulation The Regulation adopted by Consob with resolution no. 11971 of 14 May 1999.

Company or TIM or Issuer TIM S.p.A., with registered office in Milan, Via Gaetano Blacks n. 1.

CLF Legislative Decree no. 58 of 24 February 1998.

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 organized 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 shares of the Company listed on the stock exchange 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 must be understood as the period between the day on which the qualifications 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.).

PREMISE

On 23 May 2025, the Board of Directors of TIM – on the basis of the Committee's preliminary investigation – approved the proposal, for the Ordinary Shareholders' Meeting called for 24 June 2025, pursuant to Article 114 bis of the CLF, to approve the Long-Term Incentive Plan called "LTI Performance Shares Plan 2025-2027", 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 CLF and Article 84 bis, paragraph 2, of the Issuers' Regulation, as it is aimed at entities included among those identified by Article 114-bis of the CLF.

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 the TIM website at www.gruppotim.it/assemblea, as well as on the authorized storage mechanism at the following internet address , within the terms and in the manner provided for by applicable law.

Information not yet available at the time of approval of the proposal for the Ordinary Shareholders' Meeting will be spread in due course in the manner provided for by the applicable regulations.

1. RECIPIENTS

The Plan is addressed to the Chief Executive Officer and members of the Group's management (up to approximately 75 managers, including managers with Strategic Responsibilities), as discretionally identified by 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.

Inclusion among the Beneficiaries will take into account the role held, the level of organizational responsibility and the expected contribution to the Group's strategic objectives, with a view to incentivizing performance and retaining key resources, in compliance with the remuneration policy submitted for approval by the Ordinary Shareholders' Meeting of 24 June 2025.

1.1. Nominative indication of the Beneficiaries 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 the CEO of TIM 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, from among the managers with permanent employment contracts in place with the Company, without prejudice to the inclusion of the Chief Executive Officer, or its subsidiaries, with the sole exception of TIM S.A., a company which is also listed in Brazil and has its own remuneration plans.

1.3. Nominative indication of the persons benefiting from the Plan belonging to the following groups:

(a) Managing Directors 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 "smaller", pursuant to Article 3, paragraph 1, lett. f), of Regulation no. 17221 of 12 March 2010, in the event that they received during the year 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 who 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.

Managers with Strategic Responsibilities of TIM currently identified by the Board are 10.

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 managers with strategic responsibilities of the issuer of financial instruments.

Not applicable.

c) any other categories of employees or collaborators for whom distinctive 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 incentivize 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, Managers with Strategic Responsibilities as well as other managers 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).

Especially:

  • the economic-financial objective is constituted by the TIM Group EBITDA AL CAPEX reported cumulative in the three-year period 2025-2027;
  • ESG objectives are related to (i) the eco-efficiency of the mobile network and (ii) the percentage of female individuals in positions of responsibility;
  • about 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 24 June 2025.

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 50% (minimum), 75% (target) and 100% (maximum) of the gross annual remuneration;
  • for Managers with Strategic Responsibilities and other front-line managers, it is equal to 37.5% (minimum), 56.3% (target) and 75% (maximum) of gross annual remuneration;
  • for a select group of other managers holding relevant roles, it is equal to 25% (minimum), 37.5% (target) and 50% (maximum) of gross annual remuneration.

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 further 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 48,181,214.

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.

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 Ordinary 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 called, in ordinary session, on 24 June 2025, 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 necessary or appropriate powers 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;
  • 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 or relating to the assignment and assignment of the Shares and, more generally, to the implementation of the Plan with regard to the Chief Executive Officer will remain the exclusive responsibility 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 number maximum number of Shares servicing 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 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 Article 2357 et seq. of the Italian Civil Code, provided 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 resolved to submit to the Ordinary Shareholders' Meeting on 24 June 2025 the proposal to authorize the disposal of treasury shares from time to time in the Company's portfolio free of charge, and reserves the right to submit to the Ordinary Shareholders' Meeting any authorizations for the purchase (as well as disposal) of treasury shares to service the Company, among other things, of the Plan.

The Company 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, and finally 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 competent body 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) approved, within the scope of its competence, by the Committee on 19 May 2025; (ii) approved by the Board of Directors of TIM on 23 May 2025. The adoption of the Plan will be submitted, pursuant to art. 114-bis of the CLF, to the approval of the Ordinary Shareholders' Meeting called on 24 June 2025.

3.7. Date of the decision of the competent body on the allocation of the instruments and of any proposal made by the Nomination and Remuneration Committee to the competent body

The Plan is submitted for approval of the Ordinary Shareholders' Meeting called on 24 June 2025. 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 official price of the Shares recorded on the Euronext Milan market on 19 May 2025 and 23 May 2025 was equal to Euro 0.3848 and Euro 0,384 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.

4. 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 foreseen

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

The Plan will end at Vesting (and therefore in the 2028 financial year), without prejudice to the subsequent Lockup 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 to service the Plan (no. 48,181,214).

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 2027.

1) For the economic-financial objective constituted by the TIM Group EBITDA AL - REPORTED CAPEX cumulated in the three-year period 2025-2027 (Weight: 50%), the following target values are envisaged:

  • 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 2025, 2026 and 2027 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.

2) For the two ESG objectives (weight 15% each) the following targets are envisaged:

• percentage of female individuals in positions of responsibility in the Group) at the end of the 2027 financial year, where positions of responsibility are defined as positions formalized in the company organization:

  • minimum: 30.4%;
  • target: 31.3%;
  • maximum 32.3%;

• eco-efficiency of the mobile network (to be understood as the percentage of mobile traffic with 5G technology (whose byte/kWh ratio is up to 10 times greater, and therefore more efficient, than 4G technology) on total mobile traffic, as at the end of the 2027 financial year:

  • minimum: 26%;
  • target: 28%;
  • Max: 30%,

with linear interpolation in the case of a value ascertained at intermediate levels.

the TSR target (weight: 20%) will be calculated by verifying the positioning of TIM's Total Shareholders Return with respect to a basket of peers1 made up of ten European TLC peers (BT Group plc, Swisscom AG, Deutsche Telekom AG, Telefónica, 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,

1 The TSR of TIM and its peers is calculated over a period of approximately three years, using the average of the official prices of TIM ordinary shares and peers' shares in the 60 days prior to the assignment and the average of the 60 days prior to the end of the last financial year of the Performance Shares LTI Plan (31.12.2027), to which dividends paid are added. in the overall calculation period. The source of data for TSR and dividends paid is Bloomberg.

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

As derogation from the foregoing and with respect to the four cases defined above, if the interrupting event occurs after 1 January 2027, the Performance Shares will mature in full, without applying the pro rata temporis criterion, without prejudice to the achievement of the Performance Objectives and without prejudice to the subsequent partial unavailability constraint connected to the Lock-up.

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 (without acceleration of Vesting period) provided that the interruption occurs after 1 January of the year following the assignment of the Performance Shares.

Notwithstanding the above, if the interruption occurs after 1 January 2027, the Performance Shares will vest in full, without applying the pro rata temporis criteria, without prejudice to the achievement of the Performance Objectives and without prejudice to the subsequent partial unavailability constraint connected to the Lock-up.

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

As of the date of this Information Document, it is not possible to indicate the exact amount of the charge expected 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 (no. 84,181,214).

Pursuant to IFRS 2 (Share-based payments), the Company and, where applicable, each Subsidiary will recognize, for the part of their respective competence, over the vesting period, the fair value of the rights granted. This amount will be recognized 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 authorised by any resolutions of the Ordinary Shareholders' Meeting and therefore for a maximum of 48,181,214 Shares, would not exceed 0. 23% with respect to the total number of shares existing as of 23/05/2025 and 0. 31% with respect to the ordinary share component alone.

4.14.Any limits provided for the exercise of voting rights and for the attribution of property rights

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 "Vestment"). 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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