As permitted by Decree-Law No. 18 of 17 March 2020, as amended (the “Decree”), the effect of which was most recently extended by Decree-Law No. 198 of 29 December 2022, converted and amended into Law 24 February 2023, No. 14, the Shareholders’ Meeting may be attended and the voting rights may be exercised exclusively through the representative designated by the Company.
Entitlement to voting rights
Persons for whom the intermediary of reference has sent the Company the appropriate communication attesting that they are entitled to vote as of 11 April 2023 (the record date) shall be entitled to vote exclusively in the manner set out below.
Those who become holders of shares after such date will not be entitled to speak or vote at the Shareholders' Meeting.
Shareholders with shares lodged with the Company must use the usual channels of communication available to them.
Attendance through the designated representative
As specified above, participation in the Shareholders' Meeting is only permitted by granting proxy and/or sub-delegation powers to the Designated Representative, pursuant to:
− Article 135-undecies of the CLF, by way of the “Designated Representative Proxy Form”, or
− Article 135-novies of the CLF, with the option of using the special ordinary proxy and/or sub-delegation forms made available in the manner described below.
The Designated Representative may be granted a written proxy pursuant to Article 135-undecies of the CLF, at no cost for the delegating party (except for any postage costs), providing voting instructions on all or some of the proposals on the agenda.
The proxy to the Designated Representative pursuant to Article 135-undecies of the CLF is granted by completing and signing the specific Designated Representative Proxy Form, which shall be available from 7 April 2023 in a printable and/or editable version, in the section of the website www.gruppotim.it/agm dedicated to this Shareholders’ Meeting. The original copy of the Designated Representative Proxy Form, duly completed, with the respective written voting instructions, shall be accompanied by a copy of an identity document of the delegating party (or of the legal representative or proxy holder with appropriate powers, along with documentation certifying their status or powers), to be received by 11:59 pm on 18 April 2023
- for proxies with a handwritten signature, to the following address:
Studio Legale Trevisan & Associati
Viale Majno, 45
20122 MILAN - Italy;
The proxy and voting instructions may be revoked by the same date and following the same procedure. It should be noted that the proxy shall not have effect for those proposals for which voting instructions have not been given.
The Designated Representative may be granted proxies and/or sub-delegations pursuant to Article 135-novies of the CLF, with voting instructions on all or some of the proposals on the agenda. Without prejudice to the generic proxy form pursuant to Article 135-novies of the CLF (immediately available), the Designated Representative has reserved the right to make available specific proxy and sub-proxy forms for this Meeting. These forms will be published in the specific section of the website www.gruppotim.it/agm in a printable and/or editable version. The proxies pursuant to Article 135-novies of the CLF, accompanied by a copy of an identity document of the delegating party (or of the legal representative or proxy holder with appropriate powers, along with documentation certifying their qualification or powers), must be delivered, by 12:00 noon on 19 April 2023, alternatively:
- to Studio Legale Trevisan & Associati, by post, at the following address:
Studio Legale Trevisan & Associati Viale Majno, 45 20122 MILAN - Italy
- by certified email: rappresentantedesignato@pec.it or email: rappresentantedesignato@trevisanlaw.it.
As of 7 April 2023, the Designated Representative shall be available for clarification or information at the above addresses and/or at the freephone number: 800 134 679 (on business days and working hours).
Reference regulation
Art. 106 Legislative Decree no. 18 of 17 March 2020
Art. 83-sexies Consolidated Law on Financial Intermediation
Prior exercise of voting rights
Pursuant to the provisions of the current bylaw, holders of voting rights may also exercise the vote by submitting it by 19 April 2023:
Electronic voting and postal voting form shall be available from 7 April 2023.
The envelope containing the ballot card for voting by mail, completed and signed (to be placed in a further sealed envelope) with a copy of the ID document of the person signing the form, any suitable documentation to attest entitlement to sign, must be delivered to the following address:
TIM S.p.A.
Corporate Affairs - Ref. Vote
Via Gaetano Negri, 1
20123 MILAN - Italy
Reference regulation
art. 127 Consolidated Law on Financial Intermediation
art. 140, 141, 142, 143, 143-bis and 143-ter Consob Issuer’s Regulation
