we receive e we publish the following Press release spread by Tim.
Il Tim Board of Directors, which met today under the presidency of Alberta Figari, decided to convene theShareholders' meeting, in ordinary and extraordinary session, for the next 24 June (single call), at the registered office of the Company, providing that the participation in the works by the members will take place exclusively through the representative designated by the Company pursuant to the provisions contained in Legislative Decree 17 March 2020, n. 18, and subsequent amendments. Every detail on the exercise of the rights of the members will be included in the notice of the meeting, which will be published within the terms of the law.
The Assembly will be called to deliberate, in ordinary session, on the following topics:
▪ Balance sheet as of December 31, 2024 – Operating loss coverage
The Assembly will be asked, with the approval of the budget at 31 December 2024, to cover the operating loss through the use of the legal reserve.
▪ Report on the remuneration policy and compensation paid
The Assembly will be called to approve the Report on the remuneration policy in its two sections: with a binding vote the first section dedicated to the remuneration policy for the 2025 financial year, and with a non-binding vote the second section which illustrates the compensation paid in the 2024 financial year. The document will be made available to the public within the terms of the law.
▪ Long-term incentive plans
The Assembly will be called to approve three proposals regarding remuneration:
i. a long-term stock incentive plan called “Performance Share LTI Plan 2025-2027” aimed at strengthening the alignment between the interests of management and those of shareholders;
ii. the changes to the 2022-2024 Stock Option Plan, adopted by the Assembly on 7 April 2022, with the aim of strengthening its incentive and loyalty-inducing effectiveness, with retention purposes, also in consideration of the current listing value of the TIM stock and the changed market conditions compared to 2022, the year in which the initial strike price was defined;
iii. a new long-term incentive plan called “Phantom Shares Plan 2025-2027” intended for managers and key resources who are not beneficiaries of the Plan referred to in the previous point (therefore not addressed to the Chief Executive Officer or to Managers with Strategic Responsibilities) with the aim of extending the reward system to a wider range of key figures and with the intent of incentivizing their long-term permanence within the organization and aligning its objectives with the creation of sustainable value for shareholders, recognizing the right to receive a cash bonus at the end of the vesting period, subject to the occurrence of the condition whereby the value of the Company's share is higher than a pre-established threshold.
The Assembly will also be called to deliberate, in an extraordinary session, on the following items on the agenda:
▪ Exclusion of the obligation of reinstatement of the tax suspension bond for the use of the legal reserve to cover losses in 2023 and 2024
Following the resolution to cover the operating loss by using the legal reserve, subject to a tax-suspended restriction, the reduction of the same will be submitted to the extraordinary meeting with the exclusion of the obligation of subsequent reconstitution in relation to the regulations applicable to the aforementioned restriction.
▪ Modification statutory
i. the amendment of Article 3 of the current Articles of Association in relation to the scope of the corporate purpose;
ii. the amendment of Article 9 of the current Articles of Association in relation mainly to:
the reduction of the maximum number of members of the Board of Directors;
the modification of the percentage of share ownership for the legitimacy to present the lists;
the modification of the methods and criteria for distribution among the lists of administrators to be elected;
iii. the amendment of Article 13 of the current Articles of Association regarding the possibility of appointing a manager – other than the manager responsible for preparing the company's accounting documents – for the certification referred to in Article 154-bis, paragraph 5-ter of Legislative Decree 58/98 (“TUF”) regarding sustainability reporting;
iv. the amendment of Article 17 of the current Articles of Association in relation mainly to:
the reduction in the number of effective auditors and substitute auditors;
the modification of the percentage of share ownership for the legitimacy to present the lists;
the modification of the methods and criteria for the distribution among the lists of auditors to be elected (with consequent adjustment of the rules regarding the replacement of auditors in the event of termination of office as well as the appointment of the President of the Board of Auditors and his temporary replacement in the event of impediment);
v. the amendment of Article 19 of the Articles of Association relating to the regulation of the right to intervene and the exercise of the right to vote in the Assembly.
Ordinary shareholders who did not participate in the adoption of the resolution amendment of the clause on the corporate purpose and savings shareholders are entitled to exercise the right of withdrawal within and no later than fifteen days from the registration of the shareholders' resolution in the Companies Register. The unit liquidation value due to ordinary and savings shareholders who have validly exercised the right of withdrawal is equal to Euro 0,2884 for ordinary shares and Euro 0,3295 for savings shares and has been determined, pursuant to current legislation, by the Board of Directors, making reference to the arithmetic mean of the closing prices of the Stock Exchange in the six months preceding the publication of the notice of call for the Shareholders' Meeting of 24 June 2025.
The effectiveness of the exercise of right of withdrawal will be subject to the fact that:
(i) the competent Authority in the matter of the so-called golden power pursuant to the provisions of Legislative Decree no. 21 of 15 March 2012, converted with amendments by Law no. 56 of 11 May 2012 (as subsequently amended and integrated) (a) recognises that such legislation does not apply to the case in question, or (b) does not exercise its special powers with reference to such statutory amendment; or the statutory deadline has elapsed without any provision being taken by the Authority;
(ii) the amount to be paid to shareholders who have exercised the right of withdrawal does not exceed a total amount of EUR 100 million.
The Company will communicate to the market the occurrence or possible waiver of the condizioni, in accordance with the applicable legislative and regulatory provisions. Furthermore, the formalities for exercising the right of withdrawal will be made available on the Company's website and in the daily newspaper.
For further information please refer to Explanatory report of the Board of Directors prepared pursuant to art. 125-ter of the TUF and art. 72 of Consob Regulation no. 11971/1999.
The full text of the proposed resolutions and the reports of the Board of Directors relating to the items on the agenda, with the related documentation, will be made available, within the terms and according to the methods established by law, at the registered office of TIM, at the storage mechanism “1INFO” (www.1info.it) and on the Company's website at www.gruppotim.it/assemblea.
