As permitted by Decree Law no. 18 of March 17, 2020, as amended (the "Decree"), the validity of which was last extended by Decree Law no. 215 of December 30, 2023 (converted, with amendments, into Law no. 23 of February 23, 2024, no.18), without prejudice to the procedures for the prior exercise of voting rights set forth below, attendance at and the exercise of voting rights at the Shareholders' Meeting shall be effected exclusively through the Appointed Representative.
Entitlement to voting rights
The party entitled to vote, exclusively in the manner indicated below, is the party for which the reference intermediary transmits to the Company the appropriate notice of entitlement as of April 12, 2024 (record date). Those who become owners of shares after that date will not have the right to attend and vote at the Shareholders' Meeting.
Shareholders with shares on deposit with the Company must use the usual channels of communication available to them.
Representation at the Shareholders' Meeting
As specified above, participation in the Shareholders' Meeting is only permitted by granting proxy and/or sub-delegation to the Designated Representative, pursuant to:
− Article 135-undecies of the Consolidated Law on Finance, by means of the "Designated Representative Proxy Form", or
− of Article 135-novies of the Consolidated Law on Finance, with the option of using the ordinary and/or sub-delegation forms made available.
The Designated Representative may be granted a written proxy pursuant to Article 135-undecies of the Consolidated Law on Finance, at no cost to the delegating party (except for any postage costs), with voting instructions on all or some of the proposals on the Agenda. The Designated Representative proxy pursuant to Article135-undecies of the Consolidated Law on Finance must be conferred by completing and signing the specific Designated Representative Proxy Form, which will be available as of April 10, 2024, in printable and/or editable version, in the section of the website gruppotim.it/agm dedicated to this Shareholders' Meeting.
The Designated Representative Proxy Form, duly completed, with the relevant written voting instructions, accompanied by a copy of an identity document of the delegating party (i.e. the legal representative or proxy holder with appropriate powers, together with documentation certifying their qualification or powers), must be received, in original, no later than April 19, 2024, 11.59 p.m.:
− for proxies with handwritten signatures, to the address:
Studio Legale Trevisan & Associati
Viale Majno no. 45
20122 MILAN - Italy;
− for proxies with qualified electronic signature or digital signature, by certified email, at the address: rappresentante-designato@pec.it.
Within the same period and in the same manner, proxiecs and voting instructions are revocable. Please note that the proxy has no effect with regard to proposals for which no voting instructions have been given.
The Designated Representative may be granted proxies and/or sub-delegations pursuant to Article 135-novies of the Consolidated Law on Finance, with voting instructions on all or some of the proposals on the Agenda. Without prejudice to the generic proxy form pursuant to Art. 135-novies of the Consolidated Law on Finance (available immediately), the Designated Representative has reserved the right to make specific proxy and sub-proxy forms available for this Shareholders' Meeting. These forms will be published in the appropriate section of the website gruppotim.it/agm , in a printable and/or editable version. Proxies pursuant to Article 135-novies of the Consolidated Law on Finance, accompanied by a copy of an identity document of the delegating party (i.e. the legal representative or proxy with appropriate powers, together with documentation certifying their qualification or powers), must be delivered, by April 22, 2024, 12.00 noon, to Studio Legale Trevisan & Associati, by mail, to the address:
Studio Legale Trevisan & Associati
Viale Majno n. 45
0122 MILANO – Italia
or by email to the certified mail address: rappresentante-designato@pec.it or email: rappresentante-designato@trevisanlaw.it.
As from April 10, 2024, the Designated Representative will be available for clarification or information at the above-mentioned addresses and/or toll-free number: 800 134 679 (during working days and hours).
Relevant legislation
art. 106 D.L. n. 18 del 17 marzo 2020
art. 135-novies , art. 135-undecies TUF
art. 83-sexies TUF
Prior exercise of the right to vote
Pursuant to the provisions of the Articles of Association in force, the holder of the right may also exercise the vote by submitting it by April 22, 2024:
− electronically exclusively via the appropriate section of the website assemblea.gruppotim.it;
− by mail, using the downloadable printable version of the form at gruppotim.it/agm.
The electronic voting functionality and the postal voting form will be available from April 10, 2024.
The envelope containing the completed and signed absentee ballot paper (to be enclosed in a further sealed envelope), a copy of the identity document of the person signing the ballot paper, and any appropriate documentation proving entitlement, must be sent to the following address:
TIM S.p.A.
Corporate Affairs - Rif. Voto
Via Gaetano Negri n. 1
20123 MILANO - Italia
Relevant legislation
art. 127 TUF
artt. 140, 141, 142, 143, 143-bis e 143-ter del Regolamento Emittenti Consob
