As permitted by Decree-Law No. 18 of 17 March 2020, as amended , the effect of which was most recently extended by Decree-Law No. 228 of 30 December 2021, the Shareholders’ Meeting may be attended exclusivly through the representative designated by the Company.
ENTITLEMENT TO VOTING RIGHTS
Pursuant to the law, persons for whom the intermediary of reference has transmitted to the Company the specific communication attesting that they are entitled to do so on March 29, 2022 (the record date) are entitled to vote at the Shareholders’ Meeting.
Persons who only acquired ownership of shares after this date will not be entitled to attend the Meeting and vote. Any transfer of shares after the record date shall have no effect on the right of the shareholder to participate in the shareholders’ meeting through the Designated Representative.
Shareholders with shares lodged with the Company must use the usual channels of communication available to them.
ATTENDANCE THROUGH THE DESIGNATED REPRESENTATIVE
Shareholders may participate in the meeting exclusively via the Designated Representative, in compliance with art.135-undecies, Legislative Decree no.58 (Consolidated Law on Financial Intermediation), Trevisan & Associati Law Firm, Milan (the Designated Representative).
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 25 March 2022 in a printable and/or editable version, in the section of the website www.gruppotim.it/assemblea 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 April 5, 2022.
- for proxies with a handwritten signature, to the following address:
Studio Legale Trevisan & Associati
Viale Majno, 45
20122 MILAN - Italy;
- for proxies with a qualified electronic or digital signature, by certified email to: rappresentante-designato@pec.it.
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 model pursuant to Article 135-novies of the CLF (immediately available), the Designated Representative has reserved the right to make specific proxy and sub-delegation models available for this Shareholders' Meeting. These models shall be published in a printable and/or editable version in the relevant section of the website: www.gruppotim.it/assemblea. 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 April 6, 2022, alternatively:
- to Studio Legale Trevisan & Associati, by post at the following address:
Studio Legale Trevisan & Associati
Viale Majno, 45
20122 MILAN - Italy,
or electronically, by certified email: rappresentante-designato@pec.it or email: rappresentante-designato@trevisanlaw.it, or
- to the Company by post, at the following address:
TIM S.p.A.
Corporate Affairs - Ref. Proxy
Via Gaetano Negri, 1
20123 MILAN - Italy,
or electronically, by email to: assemblea.azionisti@pec.telecomitalia.it, or by uploading it to the relevant section of the website: www.gruppotim.it/assemblea.
As of March 25, 2022, 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 provisions, holders of voting rights may also exercise the vote by submitting it by April 6, 2022:
- electronically, through the specific section of the website https://assemblea.telecomitalia.it/;
- by post, by downloading the form in a printable version from the website www.gruppotim.it/assemblea.
Electronic voting and postal voting form shall be available from March 25, 2022.
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
The vote cast by mail may be revoked with a written declaration sent to the Company at the same address within the same deadline.
A copy of the form to cast votes by mail may also be requested from the Company using the following contact details:
- toll-free number: 800020220 (for calls in Italy)
- telephone number: +39 011 2293603 (for calls from abroad)
- e-mail address: assemblea.azionisti@pec.telecomitalia.it
Due to the epidemiological emergency from COVID-19 access to the offices of the registered office of the Company is suspended.
Reference regulation
art. 127 Consolidated Law on Financial Intermediation
art. 140, 141, 142, 143, 143-bis and 143-ter Consob Issuer’s Regulation
