TELECOM ITALIA SPA O TIM S.P.A.

TIM has a single class of shares. The savings shares (azioni di risparmio) were converted into ordinary shares on 21 May 2026, one for one, and the 21,357,258,195 ordinary shares then in issue were consolidated on 15 June 2026 at a ratio of one new share for every ten old ones. The share capital is now EUR 6,000,000,000.00 divided into 2,135,725,819 ordinary shares without par value (Article 5.1 of the bylaws). Every percentage below is therefore a percentage of the ordinary share capital, which since 21 May 2026 is also the whole of the voting capital, save that treasury shares carry no vote.

Holders above the notification threshold

From TIM’s own significant-shareholdings page, updated 23 September 2026, drawn from the shareholders’ register and the Article 120 TUF notifications made to Consob:

• Poste Italiane S.p.A. — direct, 1,422,960,312 ordinary shares, 66.627%.
• The Goldman Sachs Group, Inc. — indirect, held partly through subsidiaries, 85,336,441 ordinary shares, 4.00%, notified 23 September 2026. This is a dealing position that moved between 3.53% and 4.00% in the six days to that date and should not be read as a strategic holding.
• Telecom Italia S.p.A. itself — 1,768,003 treasury shares, 0.08%.

For context, TIM’s published shareholder structure at 30 June 2026 — before the offer settled — was Poste Italiane 20.10%, Barclays 3.47%, TIM Group treasury 0.50%, Italian institutional investors 6.87%, foreign institutional investors 49.12% and other shareholders 19.94%.

How Poste Italiane got there

The Article 120 TUF filings republished by TIM record the sequence, each figure being a percentage of voting capital as calculated by the notifying party: Poste Italiane 9.810% (transaction 15 February 2025); Vivendi S.A. 18.374% (18 March 2025); Poste Italiane 24.810% (23 May 2025); BlackRock 5.100% (26 August 2025); Poste Italiane 27.320% (15 December 2025); Poste Italiane 20.10% (21 May 2026, the fall reflecting the dilution of the ordinary class by the savings-share conversion, not a sale).

TIM’s 2025 annual report states that Cassa Depositi e Prestiti S.p.A.’s 9.81% holding was transferred in its entirety to Poste Italiane, so that from March 2025 the CDP group ceased to be a related party of TIM; that Vivendi’s sale to Poste Italiane of 15% of the share capital became effective at the end of June 2025; and that on 11 December 2025 Vivendi’s residual 2.506% was also sold, removing the Vivendi group from TIM’s related parties. Neither Vivendi nor Cassa Depositi e Prestiti holds TIM shares directly today, and neither appears in the current significant-shareholdings table. At 31 December 2025 Poste held 27.32% of the ordinary capital but only 24.81% of voting capital, because it had undertaken, under the whitewash in Article 106(1-bis) TUF and Article 49 of the Consob Issuers’ Regulation, to sell the excess above the mandatory-bid threshold within twelve months and meanwhile not to vote it.

On 22 March 2026 Poste Italiane announced, by notice under Article 102 TUF, a voluntary public cash-and-exchange offer for all of TIM’s ordinary shares, consideration EUR 1.67 in cash plus 0.218 newly issued Poste ordinary shares for each TIM share (post-split terms), about EUR 10.8 billion in total, with the stated objective of acquiring the entire share capital and delisting TIM from Euronext Milan. Consob approved the offer document on 16 July 2026; the acceptance period ran from 20 July to 11 September 2026, with payment on 18 September 2026 and a reopening of terms from 21 to 25 September 2026 settling on 2 October 2026. TIM’s board found the consideration fair on 18 July 2026 and acknowledged an improvement to the offer with favour on 9 September 2026.

Control

Poste Italiane’s 66.627% of the only voting class is an absolute majority of votes exercisable at the ordinary shareholders’ meeting. Poste Italiane controls TIM within the meaning of Article 2359(1)(1) of the Italian Civil Code and Article 93 TUF; this is legal control, not merely significant influence. Readers should note the timing: TIM’s most recent report under Article 123-bis TUF, published for the shareholders’ meeting of 15 April 2026, states that “TIM is not subject to direction and coordination pursuant to Article 2497 and subsequent articles of the Italian Civil Code” and that TIM is not a “concentrated ownership company” because no shareholder held a majority of votes. Both statements were true when written and were overtaken by the settlement of the offer in September 2026. As at 24 September 2026 TIM had not published an updated Article 123-bis report or any declaration that it is now subject to direzione e coordinamento; the question will be answered in the report accompanying the 2026 financial statements. Until then, anyone relying on the “no direction and coordination” statement is relying on a pre-offer document.

TIM has been through this question before. Consob ruled on 13 September 2017 that Vivendi controlled TIM; the Council of State annulled that ruling in a final judgment of December 2020, and in January 2023 the Court of Cassation declared Consob’s further appeal inadmissible.

Golden power

TIM is within the scope of Italy’s golden power regime (Decree-Law 21/2012, converted by Law 56/2012) both as an operator of activities of strategic importance for national security and defence and as the owner of networks necessary to essential public services. Prime Ministerial Decrees of 16 October and 2 November 2017, with further decrees in 2020 and 2025, impose on TIM and its subsidiaries Sparkle and Telsy the presence of a Security Director on the board holding Italian citizenship and security clearance (a role currently held by the Chief Executive Officer), a dedicated Security Organization, and prior notification to the Presidency of the Council of Ministers of corporate decisions, disposals, investments and network plans. A fine of EUR 74.3 million imposed in 2018 for failure to notify Vivendi’s acquisition of control remains in dispute: the Lazio Regional Administrative Court upheld it on 23 May 2025, TIM appealed to the Council of State, and collection is suspended against a guarantee pending a merits hearing.

Ultimate beneficial ownership

No natural person is the beneficial owner of TIM. The chain terminates in the Italian State. Poste Italiane S.p.A., which holds 66.627% of TIM, states in its own report under Article 123-bis TUF that it is subject to the controllo di diritto of the Ministry of Economy and Finance, because the Ministry holds 29.26% of Poste’s capital directly (382,127,890 shares) and Cassa Depositi e Prestiti S.p.A. — itself 82.77% owned by the same Ministry — holds a further 35% (457,138,500 shares). The share component of the September 2026 offer issued new Poste shares and will have diluted those percentages; Poste stated when launching the offer that a majority of its capital would remain attributable to publicly controlled entities, but an updated Poste shareholder register reflecting the new shares had not been published on Poste’s investor-relations pages as at 24 September 2026, and the figures above should be read as the pre-offer position.

Because ownership runs through a listed company into a government ministry, no individual reaches the 25% ownership test or otherwise controls TIM. A firm applying the senior-managing-official fallback under Italian Legislative Decree 231/2007 would record TIM’s directors and Chief Executive Officer, who are listed in the officers section of this page, rather than any shareholder. GLEIF reflects the same conclusion from the other direction: TIM’s LEI record carries reporting exceptions of “NO_KNOWN_PERSON” for both its direct and its ultimate accounting consolidation parent. That record was current in the golden copy of 24 September 2026 and is itself now out of date, since Poste will consolidate TIM.

Data availability

The provider’s stored shareholder rows for this company are wrong and should not be used. The record claims ten results and stores five, so it is truncated. All five are index funds — two Dimensional Fund Advisors portfolios, two Vanguard funds and Pacer Advisors — and none of them appears among the holders notified to Consob under Article 120 TUF or in TIM’s shareholders’ register disclosures. Poste Italiane, the majority shareholder, does not appear at all.

The percentages are not percentages of TIM’s capital. The five stored rows carry 22.31%, 0.004%, 22.05%, 7.65% and 13.59%, summing to 65.60% for five of ten rows, which is arithmetically impossible alongside Poste’s 66.627%. Each stored percentage is instead that row’s share of the ten-row sample: dividing any stored quantity by its stored percentage gives the same implied total of roughly 709.2 million shares, which is the sample, not the share capital. The share counts themselves (30,466 to 158,226,578) appear to be pre-reverse-split figures, even though the rows are stamped as verified on 2 August 2026, after the 15 June 2026 consolidation; measured against the 15,329,466,496 ordinary shares in issue before the conversion and split, the largest of them is about 1.03%, a plausible index position and far below any notification threshold. The stored unit price of EUR 0.49 is a market price, not a nominal value: TIM shares have never had an express par value.

The provider’s shareholder_type field labels every row “Company”, which is the field the page template would otherwise use to generate a beneficial-ownership statement. On this record that would produce a false answer, and the ultimate beneficial ownership passage above is stated in its place.

Board of Directors

TIM’s directors are elected by slate voting (voto di lista). Under Article 9 of the bylaws the board has between seven and nineteen members, slates may be filed by shareholders holding at least 0.5% of the ordinary share capital (or the lesser proportion set by Consob) and by the outgoing board, two thirds of the seats go to the slate with most votes and the remainder are allocated to the other slates by a quotient method, with at least two fifths of the seats reserved to the less represented gender.

The current board was appointed by the shareholders’ meeting of 23 April 2024, which fixed the number of directors at nine and their term at three financial years, expiring at the shareholders’ meeting called to approve the financial statements for the year ending 31 December 2026. Three slates were filed: the outgoing board’s slate took 48.97% of the ordinary capital voting, Merlyn Partners SCS 2.38% and Bluebell Capital Partners Limited (as manager of Bluebell Equity Master Fund ICAV) 1.01%; six directors came from the first, two from the second and one from the third. The board appointed its Chairman and Chief Executive Officer on 24 April 2024.

The company describes the board as one executive director, one non-executive and non-independent director and seven independent directors. Both co-opted directors serve for the remainder of the original term. Agostino Nuzzolo, General Counsel and Executive Vice President Legal, Regulatory and Tax and Data Protection Officer, is Secretary to the Board; he is a manager, not a director.

Under the golden power decrees applying to TIM, the board must include a Security Director holding Italian citizenship and a security clearance. TIM’s governance report states that the role currently coincides with that of the Chief Executive Officer. TIM’s board-composition page records the nationality of Alberta Figari, Pietro Labriola, Giovanni Gorno Tempini, Paola Camagni, Federico Ferro Luzzi, Paola Giannotti De Ponti and Stefano Siragusa as Italian; it does not publish a nationality for the two most recently appointed directors, and none is asserted here.

Board of Statutory Auditors (collegio sindacale)

Appointed by the same shareholders’ meeting of 23 April 2024, in office until approval of the financial statements for the financial year 2026. Two slates were filed. Three standing auditors were drawn from the slate of Vivendi S.A., then TIM’s largest shareholder, and two from the slate presented by a group of fund and SICAV managers; as the law and the bylaws require, the chair went to the minority slate.

• Francesco Fallacara — Chairman, from the minority (fund managers’) slate
• Anna Doro — standing auditor, minority slate; also a member of TIM’s 231 Supervisory Body
• Massimo Gambini — standing auditor, Vivendi slate
• Francesco Schiavone Panni — standing auditor, Vivendi slate
• Mara Vanzetta — standing auditor, Vivendi slate
• Alternate auditors: Massimiliano Di Maria, Laura Fiordelisi, Paolo Prandi, Carlotta Veneziani

Note for reviewers: the standing auditors sit by virtue of slates filed by a shareholder that has since sold its entire holding. The control body will not be refreshed until the 2026 accounts are approved.

External auditors

EY S.p.A. holds the statutory audit engagement for the nine years 2019-2027, awarded by the shareholders’ meeting of 29 March 2019. On 15 April 2026 the shareholders’ meeting, on the recommendation of the Board of Statutory Auditors, appointed PwC for the nine years 2028-2036.

Senior management

From the list of key managers with strategic responsibility published by TIM on 22 January 2026 and the 2025 annual report:

• Pietro Labriola — Chief Executive Officer and General Manager of TIM S.p.A.
• Piergiorgio Peluso — Chief Financial Officer, and the manager responsible for preparing the company’s accounting documents (dirigente preposto) under Article 154-bis TUF
• Alberto Maria Griselli — Diretor Presidente of TIM S.A. (Brazil)
• Paolo Chiriotti — Chief Human Resources and Organization Officer
• Leonardo De Carvalho Capdeville — Chief Technology Officer (from 5 August 2025)
• Elio Schiavo — Chief Enterprise and Innovative Solutions Officer
• Andrea Rossini — Chief Consumer, Small and Medium and Mobile Wholesale Market Officer
• Claudio Giovanni Ezio Ongaro — Chief Strategy, Business Development and Wholebuy Officer
• Agostino Nuzzolo — General Counsel, EVP Legal, Regulatory and Tax, Data Protection Officer, Secretary to the Board
• Roberto Mazzilli — Chief IT Officer
• Maria Enrica Danese — Head of the Group’s Corporate Communication and Sustainability, and Sustainability Reporting Manager (appointed 11 December 2024, confirmed 11 December 2025)
• Giampaolo Leone — Head of Procurement and Logistics
• Alessandra Michelini — Chief Executive Officer of Telsy S.p.A.
• Sabina Strazzullo — Head of Public Affairs

Data availability

The provider’s stored officer list is defective in four ways and should not be relied on.

First, it is truncated: it claims 19 results and stores 5.

Second, it is a list of managers, not of the board. None of the nine directors appears in it except by coincidence of role, and no statutory auditor appears at all. A reader taking it as the governing body would see no chairman, no board and no control body.

Third, it carries two people both titled Chief Financial Officer, Adrian Calaza and Piergiorgio Peluso, both flagged ACTIVE with no dates. TIM’s 2025 annual report resolves this precisely: Adrian Calaza Noia held the Chief Financial Office and was the manager responsible for preparing the financial reports until 6 November 2025, and on that same date Piergiorgio Peluso took over both roles. Peluso is the incumbent; Calaza’s row is a superseded record that was never closed off. The same defect affects Eugenio Santagata, stored as an active “Chief Public Affairs & Security Office”: the annual report records him as Chief Public Affairs, Security and International Business Officer until 30 August 2025. Two of the five stored rows are therefore people who had left those roles more than ten months before this page was written.

Fourth, no stored row carries an appointment or resignation date, so nothing in the record would have shown a reviewer that two of the five were stale. The provider also stores a birth year and month for one individual; neither is reproduced here, and this page publishes no dates of birth, no national identification numbers and no residential addresses.

What sits above TIM

Until September 2026 nothing did. TIM had no controlling shareholder, and its report under Article 123-bis TUF for the shareholders’ meeting of 15 April 2026 states that it was not subject to direzione e coordinamento under Article 2497 of the Italian Civil Code and was not a “concentrated ownership company”.

That changed with the settlement of Poste Italiane’s voluntary public cash-and-exchange offer. On TIM’s own significant-shareholdings page, updated 23 September 2026, Poste Italiane S.p.A. holds 1,422,960,312 ordinary shares, 66.627% of the ordinary share capital — an absolute majority of the only voting class, and therefore legal control under Article 2359(1)(1) of the Civil Code. Above Poste, the chain is public: the Ministry of Economy and Finance holds 29.26% of Poste directly and Cassa Depositi e Prestiti S.p.A., itself 82.77% owned by the Ministry, holds a further 35%, which Poste’s own governance report describes as controllo di diritto by the Ministry. Those Poste percentages are the pre-offer position and will have been diluted by the new Poste shares issued as the share component of the offer.

TIM is also subject to Italy’s golden power regime, which in practice places a further layer of state oversight above the company: prior notification obligations to the Presidency of the Council of Ministers over disposals, investments, network plans and corporate appointments, and a board-level Security Director requirement.

What sits below TIM

At 31 December 2025 the consolidated financial statements covered 54 subsidiaries consolidated line by line (11 in Italy, 43 outside Italy), plus 2 joint ventures and 7 associates accounted for by the equity method — 63 companies in total, down from 59 subsidiaries and 69 companies a year earlier. TIM holds a majority of the voting rights in every consolidated subsidiary.

The principal holdings are:

• TIM Brasil Serviços e Participações S.A. (Rio de Janeiro), the Brazilian holding company, held 99.9999% by Telecom Italia Finance S.A. of Luxembourg and 0.0001% directly by TIM S.p.A. It in turn holds 67.3865% of TIM S.A. (Rio de Janeiro), which with 0.1445% of treasury shares gives 67.4840% of voting capital. TIM S.A. is separately listed on B3 in Brazil (ISIN BRTIMSACNOR5) and has American Depositary Shares on the New York Stock Exchange, each representing five ordinary shares. It is fully consolidated, with the 32.5% not owned by the group carried as a non-controlling interest; group equity attributable to non-controlling interests was EUR 1,236 million at 31 December 2025.
• Telecom Italia Sparkle S.p.A. (Rome), international wholesale, with subsidiaries across some thirty jurisdictions. Under an agreement of 14 April 2025 it is being sold to Boost BidCo, a vehicle controlled by the Ministry of Economy and Finance in which Retelit has invested. It is excluded from the domestic reporting perimeter and classified under IFRS 5 as a discontinued operation and asset held for sale, so most of the Sparkle sub-tree is on its way out of the group.
• Olivetti S.p.A. Società Benefit, Noovle S.p.A. Società Benefit (cloud), Telsy S.p.A. (cybersecurity, with QTI S.r.l.), TIM Retail S.r.l., Telecontact Center S.p.A., TIM myBroker S.r.l., Telecom Italia Ventures S.r.l., and the Luxembourg funding vehicles Telecom Italia Finance S.A. and Telecom Italia Capital S.A.

What is not below TIM matters as much. FiberCop S.p.A., which holds the former NetCo fixed access network, left the group on 1 July 2024 when TIM sold its entire stake to Optics Bidco S.p.A., a KKR vehicle, and it is now a counterparty under a Master Services Agreement rather than a subsidiary. Movements in 2025 were small: MINDICITY S.r.l. Società Benefit entered on an increased stake in September 2025; Olivetti Payment Solutions S.p.A., Noovle Sicilia S.c.a.r.l., CD Fiber S.r.l. and TI Sparkle Slovakia s.r.o. were liquidated; TS-Way S.r.l. merged into Telsy S.p.A.

Data availability: what the stored group tree gets wrong

The stored gd_groups record decodes cleanly and contains 50 nodes to a maximum depth of three, with TIM itself selected at depth 0. The defects are as follows.

It records nothing above the company. The subject is the root of the tree. There is no parent node, no significant shareholder and no indication that the company is controlled at all. On this issuer that is the single most material omission on the record: the tree would have been read as showing an independent listed parent at the very moment Poste Italiane was acquiring two thirds of it.

The identifiers are VAT numbers, not company-register numbers. TIM’s own node carries “IT IT00488410010”, which is the VAT number and codice fiscale; it should not be presented as, or looked up as, a Registro Imprese filing reference, and it is not the REA number. The convention is not even consistent across the tree: the United Kingdom nodes carry Companies House numbers (Olivetti UK Limited, 01154766; TI Sparkle UK Limited, 02625849) and several nodes carry placeholder strings beginning with “#” instead of any register identifier at all.

The shape of the holding chain is wrong. TIM Brasil Serviços e Participações S.A. is shown as a direct child of TIM S.p.A.; in the audited accounts it is held 99.9999% through Telecom Italia Finance S.A. in Luxembourg, which the tree shows as a separate sibling. Every entity in the tree is likewise flattened to at most three levels, so intermediate holding companies are invisible.

It is incomplete and stale. Fifty nodes against 54 line-by-line subsidiaries and 63 consolidated companies; no joint ventures or associates; no ownership percentages anywhere; nothing to show that the whole Sparkle sub-tree, which makes up roughly half the nodes, is classified as held for sale, nor that TIM S.A. is a separately listed company with a 32.5% minority. It also carries “TIAI SPARKLE RUSSIYA, OOO” and “Noovle International Sagl in liquidazione” without any status flag.

The remaining stored provider fields are broadly accurate but should be read with care. gd_registration_number “MI1580695” is the REA number for Milan, not the Registro Imprese or codice fiscale number, which is 00488410010. gd_incorporation_date “2003-08-05” is not the founding of the business: it sits one day after the merger of Telecom Italia S.p.A. into Olivetti S.p.A., which TIM’s 2003 annual report records as having taken legal effect on 4 August 2003, the surviving company adopting the name “Telecom Italia S.p.A.” on that date. GLEIF records an entity creation date of 4 August 2003 for the same reason. The company should be described neither as founded in 2003 nor as a continuous entity of any particular greater age without that explanation. gd_legal_form “Public Limited Company” is a reasonable rendering of societa per azioni; gd_status “Active”, gd_city “MILANO” and gd_country_code “IT” are correct.