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Shareholders' Meeting – April 23, 2020: Attendance and voting

04/04/2020 - 10:15 AM

In relation to the epidemiological emergency from COVID-19, pursuant to the exceptional discipline contained in Law Decree no. 18 of 17 March 2020 (the “Decree”) the right to participate and vote in the Shareholders’ Meeting may be exercised in the following ways:

Attendance

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 14 April 2020 (the record date) are entitled to attend and 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.

The communication to the Company is made by the intermediary upon request of the entitled shareholder. Those persons who are entitled to vote are asked to instruct their intermediary to transmit the aforementioned communication to TIM.

Shareholders with shares lodged with the Company must use the usual channels of communication, telephone and intranet and internet website, available to them.

1. Attendance through the designated representative

Without prejudice to the voting modalities herein indicated, 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 proxy, in compliance with art.135-undecies of the Consolidated Law on Financial Intermediation, for the Designated Representative, will be valid only for those resolutions for which specific voting instructions have been given and conferred via the completion and signing of a specific form which may be downloaded and printed as of 4 April 2020 from the website

https://www.telecomitalia.com/tit/en/investors/azioni/agm/assembly-23-04-2020.html

Copy of the proxy form to appoint the Designated Representative, in compliance with the above-mentioned art. 135-undecies may also be requested via the contact numbers indicated below.

The completed and signed proxy form must be sent to the following address:

  Studio Trevisan

  Corso Monforte 36

  20122 Milan – Italy

by 21 April 2020.

The proxy and relevant voting instructions may also be revoked by the same date.

As of 4 April 2020 the following toll free telephone number 800134679 and e-mail address rappresentante-designato@trevisanlaw.it  will be operational by the Designated Representative for any information or explanations which may be required.

As permitted by art. 106 of the Decree, the Designated Representative may be conferred with proxies or subproxies in compliance with art. 135-novies of the Consolidated Law on Financial Intermediation, in derogation of art. 135-undecies, paragraph 4, of the same decree.

Reference regulation

Art. 106 Legislative Decree no. 18 of 17 March 2020

art. 83-sexies Consolidated Law on Financial Intermediation

art. 135-undecies Consolidated Law on Financial Intermediation

Voting

1. Electronic voting

Those entitled to vote may also exercise their voting rights electronically, via the reserved area of this internet website, from 4 April 2020 up until midnight of 22 April 2020, accessing the special reserved area of this website in the ways and within the limits described therein.

It should be noted that only the person entitled to vote can exercise the right to vote electronically.

Reference regulation

art. 127 Consolidated Law on Financial Intermediation

artt. 143-bis e 143-terConsob Issuer’s Regulation

2. Voting by mail

Those entitled to vote in the ordinary Shareholders’ meeting may exercise their voting rights by mail.

The form for doing so is available for downloading and printing as of 4 April 2020 from the Company’s website address:

https://www.telecomitalia.com/tit/en/investors/azioni/agm/assembly-23-04-2020.html

Ballot card by mail

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 above described epidemiological emergency from COVID-19 access to the offices of the registered office of the Company is suspended.

The number of shares for which the voting right is being exercised must be indicated in the form.

It should be noted that voting by mail is not compatible with the issuing of proxies nor electronic voting and must be undertaken directly by the person entitled to vote.

The ballot card must be signed by the person entitled to vote. Where a right to vote is held jointly, all the joint holders are required to sign. Unsigned ballot cards will not be taken into account. Ballot cards that do not indicate how the person intends to vote will be calculated for the purpose of determining the quorum at the Shareholders' Meeting, but will not be taken into account for the purpose of calculating the majority and the percentage of capital required to approve resolutions.

When sending the ballot card, place the page on which the voting intentions have been stated, duly signed, in a sealed envelope (envelope A). Place envelope A (containing the voting intentions) in a second envelope B together with the page containing details of the shareholder and the number of shares owned, duly signed and any documents attesting entitlement of the person signing the form to represent the shareholder indicated (legal representation). Envelope B must be received at the following address not later than 22 April 2020

TIM S.p.A

Corporate Affairs – Ref. Vote

Via Gaetano Negri no. 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.

The ballot card offers the possibility for each item on the agenda of casting a “for, “against” or “abstain” vote regarding the resolution proposals by marking the appropriate box.

The ballot card is organized in two columns (Tables) which show the proposed resolutions of the Board of Directors or shareholders (Table A) and the possible options in case of changes or amendments to these proposals (Table B). In this respect, Table B provides for the vote cast in Table A to be (i) confirmed, (ii) revoked or (iii) amended. If the option is chosen to revoke the votes cast in Table A, the corresponding shares will not be taken into account for the purpose of calculating the majority and the perecentage of capital required to approve the resolution.

Voters by mail may only tick one box in each table. In the event of an unclear vote, the vote cast will not be considered valid and the corresponding shares will not therefore be taken into account for the purpose of calculating the majority and the share of capital required to approve the resolutions.

Reference regulation

art. 127 Consolidated Law on Financial Intermediation

arts. 140, 141, 142 and 143 Consob Issuer’s Regulation 

3. Voting by proxy

Those entitled to vote in the Shareholders’ Meeting may appoint a representative via a written proxy, in compliance with art. 135-novies of the Consolidated Law on Financial Intermediation, it being understood that – as indicated above – participation in the Shareholders’ Meeting will be exclusively possible via the Designated Representative who will act for such purpose as a representative or sub representative

The proxies, in compliance with the afore-mentioned art. 135-novies, - together with a copy of an ID document of the delegating shareholder - may be sent or notified to the Company, to be received by 22 April, 2020, either by post to the following address:

TIM S.p.A.

Corporate Affairs – Ref. Proxy

Via Gaetano Negri 1

20123 MILAN - Italy,

by e-mail to the following address assemblea.azionisti@pec.telecomitalia.it or through the specially created section on the website

https://www.telecomitalia.com/tit/en/investors/azioni/agm/assembly-23-04-2020.html

General Information regarding proxy

The proxy forms currently envisaged are:

  •        analogical proxy, conferred via a paper document with an ink signature;
  •     electronic proxy, conferred via an electronic document with an electronic signature.

The proxy may only be conferred on the Designated Representative.

The delegating shareholder is entitled to give instructions to the Designated Representative and to revoke instructions.

The proxy is conferred for the quantity of shares indicated in the proxy. In the absence of such indication or in the case of indication of a number of shares which is higher than the number indicated in the communication to the Company by the reference intermediaries, the proxy will be valid only for the total number of shares indicated in the communication sent to the Company

Proxy form

A general proxy form in Italian and English (in compliance with 135-novies of the Consolidated Law on Financial Intermediation) is available for downloading and printing at the following internet address:

https://www.telecomitalia.com/content/dam/telecomitalia/en/archive/documents/investors/AGM_and_Meetings/2020/Modulo_di_delega_eng%20TIM%20Aprile%202020.pdf

 and may be requested on working days between 10.00 am  and 1.00 pm, through the following contacts:

·       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 above described epidemiological emergency from COVID-19 access to the offices of the registered office of the Company is suspended.

Standard electronic proxy

In order for the Company to utilize the electronic document, the electronic proxy must contain an electronic signature and a specific time stamp in compliance with current Italian law, with  a qualified electronic signature or digital signature according to the standard formats PAdEs (extension.pdf) or CAdEs (extension .p7m).

Notification or sending of copies of the proxy

Copies of the proxy forms, in compliance with art.135- novecies of the Consolidated Law on Financial Intermediation ‐ together with a copy of an ID document of the delegating shareholder ‐ may be notified or sent in copy to the Company to be received within midnight (Italian time) of 22 April 2020, either by post to:

TIM S.p.A

Corporate Affairs – Ref. Proxy

Via Gaetano Negri no.1

20123 Milan - Italy

·       by e-mail to the following address: assemblea.azionisti@pec.telecomitalia.it

·       online, via upload through the reserved area of this internet website

Notification of the proxy is understood as the sending beforehand to the Company of the original proxy or equivalent document. The sending of the copy of the proxy is instead simple communication beforehand to the Company of a proxy to be made available to the representative (the Designated Representative).

The Company will accept as notification instruments:

-       electronic proxies: sent via PEC and uploaded via the reserved area, accessible from this website

-       analogical proxies: sent via post

For the sending in electronic form of copies of analogical proxies, a copy of the analogical document in image form in one of the following formats: .pdf, .jpg, .jpeg, .bmp, .tif  is required.

Communications notifying the Company of proxies should not include any voting instructions given to the proxyholder.

Reference regulation

art. 135-novies and art. 135-decies Consolidated Law on Financial Intermediation

For any requests or information the following contact numbers are available:

  •         toll-free number 800020220 (for calls from inside Italy)
  •         telephone +39 011 2293603 (for calls from outside Italy)
  •         the e-mail address assemblea.azionisti@pec.telecomitalia.it

Due to the above described epidemiological emergency from COVID-19 access to the offices of the registered office of the Company is suspended.