TIM S.p.A. ("TIM"), as promoter of the solicitation of proxies in relation to the General Meeting of TIM ordinary shareholders held on April 23, 2024 (the "Shareholders' Meeting"), pursuant to art. 137, paragraph 5, of Consob Regulation N. 11971/1999, informs that:

  • It has received, through the entity tasked Morrow Sodali S.p.A., n. 1.188 valid, effective and with voting instructions proxies for a total of n. 351.029.049 ordinary shares, equal to 2,290% of the share capital consisting of ordinary shares (the "ordinary share capital");
  • It has received n. 61 proxies, representing 11.888.367 ordinary shares, equal to 0,078% of the ordinary share capital, not allowed to vote for the absence of the necessary communication from the intermediary provided for by the law;

on the basis of the proxies received from the delegating parties and the related voting instructions, the following expressions of vote were exercised, again through the entity tasked Morrow Sodali S.p.A., in relation to the proposals on the agenda of the Shareholders' Meeting.

Point 1) on the agenda - financial statements as at December 31, 2023 - approval of the financial statements - coverage of the loss for the year:

  • favorable vote of 316.217.366 shares, equal to 2,063% of ordinary share capital;
  • abstention of n. 2.606.487 shares, equal to 0,017% of ordinary share capital;
  • vote against of n. 1.434.691 shares, equal to 0,009% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 3.705.480 shares, equal to 0,024% of ordinary share capital, have not given any vote in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 27.065.025 shares, equal to 0.177% of ordinary share capital.

Point 2.1) on the agenda - report on remuneration policy and compensation paid - approval of the first section (remuneration policy 2024):

  • favorable vote of 304.516.397 shares, equal to 1,986% of ordinary share capital;
  • abstention of n. 8.162.156 shares, equal to 0,053% of ordinary share capital;
  • vote against of n. 4.691.160 shares, equal to 0,031% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 6.847.719 shares, equal to 0,045% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 26.811.617 shares, equal to 0,175% of ordinary share capital.

Point 2.2) on the agenda - Report on remuneration policy and compensation paid - Non-binding vote on the second section (compensation paid in 2023):

  • favorable vote of n. 304.809.309 shares, equal to 1,988% of ordinary share capital;
  • abstention of n. 8.487.356 shares, equal to 0,055% of ordinary share capital;
  • vote against of n. 4.584.200 shares, equal to 0,030% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 7.105.719 shares, equal to 0,046% of the ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 26.042.465 shares, equal to 0,171% of ordinary share capital.

Step 3.1) on the agenda - Appointment of the Board of Directors - Determination of the number of members of the Board of Directors:

  • favorable vote of 318.967.820 shares, equal to 2,081 % of ordinary share capital;
  • abstention of n. 1.862.349 shares, equal to 0,012% of ordinary share capital;
  • vote against of n. 1.613.701 shares, equal to 0,011% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 2.885.794 shares, equal to 0,019% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 25.699.385 shares, equal to 0,167% of ordinary share capital.

Point 3.2) on the agenda - Appointment of the Board of Directors - Determination of the term of office of the Board of Directors:

  • favorable vote of 320.258.592 shares, equal to 2,089% of ordinary share capital;
  • abstention of n. 1.474.636 shares, equal to 0,010% of ordinary share capital;
  • vote against of n. 1.442.645 shares, equal to 0,009% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 1.035.294 shares, equal to 0.007% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 26.817.882 shares, equal to 0,175% of ordinary share capital.

Point 3.3) on the agenda - Appointment of the Board of Directors - Appointment of Directors:[1]

  • favorable vote for List 1 presented by the Board of Directors by n. 347.203.731 shares, equal to 2,265% of ordinary share capital;
  • favorable vote for List 2 submitted by Merlyn Partners SCSP by n. 1.869.651 shares, equal to 0,012% of ordinary share capital;
  • favorable vote for List 4 submitted by Bluebell Capital Partners Limited by n. 717.151 shares, equal to 0,005% of ordinary share capital;
  • abstention for all lists by n. 318.356 shares, equal to 0,002% of ordinary share capital;
  • vote against for all lists by n. 26.328 shares, equal to 0,000% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 607.320 shares, equal to 0,004% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 286.512 shares, equal to 0,002% of ordinary share capital.

Point 3.4) on the agenda- Determination of the remuneration of the Board of Directors:

  • favorable vote of 300.365.943 shares, equal to 1,959% of ordinary share capital;
  • abstention of n. 7.249.303 shares, equal to 0,047% of ordinary share capital;
  • vote against of n. 11.789.540 shares, equal to 0,077% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 3.977.427 shares, equal to 0,026% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 27.646.836 shares, equal to 0,181% of ordinary share capital.

Point 4.1) on the agenda - Appointment of the Board of Statutory Auditors - Appointment of Standing and Alternate Auditors:

  • favorable vote for List 1 presented by Vivendi S.E., by n. 49.272.005 shares, equal to 0,321% of ordinary share capital;
  • favorable vote for List 2 presented by Group of Fund Managers and Fund Managers by n. 46.633.127 shares, equal to 0,304% of ordinary share capital;
  • abstention for all lists by n. 162.750.593 shares, equal to 1,062% of ordinary share capital;
  • vote against for all lists by n. 6.915.419 shares, equal to 0,045% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 39.131.129 shares, equal to 0,255% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 46.326.776 shares, equal to 0,303% of ordinary share capital.

Point 4.2) on the agenda - Appointment of the Board of Statutory Auditors - Appointment of the Chairperson of the Board of Statutory Auditors:

  • favorable vote for the proposal presented by Vivendi S.E., by n. 39.404.990 shares, equal to 0,257% of ordinary share capital;
  • favorable vote for the proposal presented by a Group of Fund Managers and Fund Managers by n. 69.841.680 shares, equal to 0,456% of ordinary share capital;
  • abstention of n. 147.973.536 shares, equal to 0,965% of ordinary share capital;
  • vote against of n. 5.288.307 shares, equal to 0,034% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 38.122.012 shares, equal to 0,249% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 50.398.524 shares, equal to 0,329% of ordinary share capital.

Point 4.3) on the agenda - Appointment of the Board of Statutory Auditors - Determination of remuneration:

  • favorable vote for the proposal presented by Vivendi S.E., by n. 89.915.160 shares, equal to 0,587% of ordinary share capital;
  • abstention of n. 158.908.549 shares, equal to 1,037% of ordinary share capital;
  • vote against of n. 10.376.845 shares, equal to 0,068% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 43.541.429 shares, equal to 0,284% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 48.287.066 shares, equal to 0,314% of ordinary share capital.

Point 5) on the agenda - Adoption of amendments to the 2022-2024 Stock Options plan - Related and consequent resolutions:

  • favorable vote of 283.455.866 shares, equal to 1,849% of ordinary share capital;
  • abstention of n. 11.948.536 shares, equal to 0,078 % of ordinary share capital;
  • vote against of n. 12.464.052 shares, equal to 0,081% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 6.472.610 shares, equal to 0,043% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 36.687.985 shares, equal to 0,239% of ordinary share capital.

Point 6) on the agenda - Use of part of the legal reserve to cover the loss for the year - Waiver of the obligation to reinstate it pursuant to the rules of tax suspension restriction:

  • favorable vote of 309.830.153 shares, equal to 2,021% of ordinary share capital;
  • abstention of n. 6.403.695 shares, equal to 0,042% of ordinary share capital;
  • vote against of n. 1.526.900 shares, equal to 0,010% of ordinary share capital;
  • it should be noted that shareholders holding the right to vote for n. 3.641.353 shares, equal to 0,024% of ordinary share capital, have not given any proxy in relation to the proposal referred to in the item on the agenda;
  • no instructions have been received for n. 29.626.948 shares, equal to 0,193% of ordinary share capital.

For further details regarding the resolutions of the Shareholders' Meeting, please refer to the press release issued by the Company on April 23, 2024, on the Company's website www.gruppotim.it.

This notice is published by transmission to Consob, Borsa Italiana S.p.A. and Monte Titoli S.p.A., as well as by its provision on the Company's website www.gruppotim.it, as well as on the website of the entity tasked, www.morrowsodali-transactions.com.

[1] It should be noted that the list of candidates presented by ASATI - Associazione Shareholders Telecom Italia (previously List n. 3) was withdrawn by communication to the Company via certified e-mail dated 13 April 2024.

Milan, April 24, 2024

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Telecom Italia S.p.A. published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 16:20:09 UTC.