TIM Group | TIM: The Shareholders’ Meeting approves the 2023 budget and renews the Board of Directors and the Board of Statutory Auditors

The ordinary TIM Shareholders’ Meeting took place today, in compliance with the provisions of Legislative Decree no. 18/2020 and subsequent amendments – i.e. without the physical presence of the shareholders – with the participation of approximately 50.77% of the ordinary capital of the Company.

The Assembly:

• approved the financial statements as of December 31, 2023 of TIM SpA, which closed with a net loss of 995 million euros, covered by full use of the share premium reserve and withdrawal from the legal reserve (with over 52% of votes in favor );
• did not approve the report on the remuneration policy and the remuneration paid, for both sections (point 2.1 of the Agenda with 41.98% of votes in favour, 7.84% against, 50.08% abstentions; point 2.2 of the Agenda with 42.35% of votes in favour, 7.45% against and 50.09% abstentions);
• has appointed a Board of Directors of 9 members for the three-year period 2024-2026 (until the approval of the financial statements as of 31 December 2026), determining the maximum overall compensation of the entire body at 1,300,000 euros per year (excluding the Directors vested with special positions), the distribution of which will be decided by the new Board;
• appointed the new Board of Auditors for the three-year period 2024-2026 (until the approval of the financial statements at 31 December 2026);
• did not approve the changes to the 2022-2024 Stock Options Plan proposed by the outgoing Board of Directors (with 45.97% of votes in favour, 3.72% of votes against and 50.21% of abstentions);
• given the resolution to cover the loss for the 2023 financial year through the use of reserves partly subject to tax suspension, did not approve the proposal to reduce the corresponding net equity items definitively, excluding their subsequent replenishment, without prejudice to what is provided by article 2430 of the civil code (with 49.81% of votes in favor, 0.03% against and 50.1% abstentions).

For the appointment of the Board of Directors, the majority list, with approximately 48.97% of the votes, was that presented by the outgoing Board of Directors, from which the following 6 Directors were therefore taken:

1. Alberta Figari (indicated as President)*

2. Pietro Labriola (designated as CEO)

3. Giovanni Gorno Tempini

4. Paola Camagni*

5. Federico Ferro Luzzi*

6. Domitilla Benigni*

The following directors were taken from the list filed by Merlyn Partners SCSp, which obtained 2.38% of the votes:

7. Umberto Paolucci*

8. Stefano Siragusa

The following candidate was taken from the list filed by Bluebell Capital Partners Limited, in its capacity as manager of the Bluebell Equity Master Fund ICAV which obtained 1.01% of the votes:

9. Paola Giannotti De Ponti*

The Directors whose names are marked with an asterisk have declared that they meet the independence requirements.

As for the Board of Statutory Auditors:

• the list presented by Vivendi SE obtained 75.39% of the votes and therefore qualified as the majority list
• the list presented by a group of fund managers and SICAVs obtained over 17.63% of the votes.

The candidate indicated first among the standing auditors on the minority list, Francesco Fallacara, was appointed, pursuant to the law and the Articles of Association, President of the supervisory body.

The Board of Statutory Auditors is therefore composed as follows:

Actual mayors:

1. Francesco Fallacara – President

2. Anna Doro

3. Massimo Gambini

4. Francesco Schiavone Panni

5. Mara Vanzetta

Alternate auditors

1. Massimiliano Di Maria

2. Laura Fiordelisi

3. Paolo Prandi

4. Carlotta Veneziani

The Assembly set the emoluments of the Board of Auditors at 135 thousand euros gross per year for the President, 95 thousand euros gross per year for each standing Auditor and an additional 15 thousand euros gross per year for the standing Auditor called to be part of the Supervisory Body.

THE CVs of Directors and Auditors are available on the Company’s website www.gruppotim.it, in the section dedicated to today’s Meeting.

As per practice, the Board of Directors will meet tomorrow to ascertain the requirements and assign the positions.

Milan, 23 April 2024