approved the consolidated financial statements of the TIM Group-breakinglatest.news-Breaking Latest News

The Board of Directors of TIM, which met today under the chairmanship of Salvatore Rossi, approved the consolidated financial statements of the TIM Group, the draft separate financial statements of TIM SpA and the Sustainability Report at December 31, 2022.

The fourth quarter results, which mark a further improvement compared to the previous quarters – thanks to the stabilization and relaunch of the domestic business and the acceleration of the development of TIM Brasil – make it possible to reach or exceed the objectives set for the year 2022 which had been partly revised upwards last August.

In 2022 TIM made in Italy over 40 projects in the environmental, social and governance fields to improve sustainability performance and achieve the ESG targets set in the ’22-’24 Business Plan. The results are illustrated and quantified in the 2022 Sustainability Report in terms of reduction of greenhouse gas emissions and efficiency of resource consumption, valorisation of waste with circular economy processes, development of human capital, strengthening of ultra-broadband networks and data center and contribution to the digital and sustainable transformation of the PA and Italian companies.

The Board of Directors resolved to convene the Shareholders’ Meeting for 20 April 2023 (single call) at the Company’s registered office, pursuant to the provisions contained in Legislative Decree 17 March 2020, n. 18, and subsequent amendments, providing that the participation in the works by the shareholders takes place exclusively through the representative designated by the Company, and authorizing the use of electronic voting with the standard methods for TIM.

Voting may be exercised on one’s own behalf, before the Shareholders’ Meeting, by mail or electronically.

Every detail on the exercise of shareholders’ rights will result from the notice of call, which will be published in accordance with the law.

The Assembly will be called to resolve on the following topics.

1. Financial statements as at 31 December 2022 – Coverage of the loss for the year

With the approval of the financial statements as at 31 December 2022, the Shareholders’ Meeting will be asked to cover the loss for the year by withdrawing from reserves.

2. Report on the remuneration policy and on the fees paid

The Shareholders’ Meeting will be called to approve the Report on the remuneration policy in its two sections: the first section dedicated to the remuneration policy for 2023, with a binding vote, and the second section, which illustrates the remuneration paid, with a non-binding vote in the 2022 financial year. The document will be made available to the public in accordance with the law, as will the annual financial report and the report on corporate governance and ownership structure, also approved today by the Board of Directors.

3. Decisions following the termination of three Directors

The co-option as Directors of Giulio Gallazzi and Massimo Sarmi, co-opted to replace, respectively, Luca De Meo and Frank Cadoret, expires with the next Shareholders’ Meeting, which will be asked to confirm them for the residual duration of the board mandate (until approval of the financial statements as at 31 December 2023).

With reference to the appointment of the third Director, since the Board of Directors has decided not to express any proposal in this regard, the Shareholders are invited to formulate candidacies.

4. Short-term incentive plan (MBO) 2023

The Shareholders’ Meeting will be asked to approve a new short-term incentive plan (MBO) 2023, based on TIM ordinary shares, included in the corporate remuneration policy illustrated in the first section of the specific report. In referring for further details to the information document which will be published within the terms of the law, it should be noted that this short-term incentive plan introduces, as part of the broader short-term incentive system applied to the Chief Executive Officer and management (MBO) , a partial deferral and co-investment mechanism applicable to a selected part of the management, in line with the recommendations of the Corporate Governance Code and with the most advanced practices.

5. Long Term Incentive Plan 2023-2025 – approval of the compensation plan based on financial instruments

The Shareholders’ Meeting will be asked to approve an LTI Plan consisting of the free assignment of Telecom Italia ordinary shares to the Chief Executive Officer, Top Management and a selected number of executives with key roles in achieving the objectives of the 2023-2025 Strategic Plan .

6. Request for authorization to purchase and dispose of treasury shares to service the 2023 short-term incentive plan (MBO) and the 2023-2025 Long Term Incentive Plan

The Shareholders’ Meeting will be asked to authorize the purchase (within 18 months) of a maximum of 135 million Telecom Italia ordinary shares and to use them to service the 2023 Short-Term Incentive Plan (MBO) and the 2023 Long Term Incentive Plan -2025. Purchases will be made on regulated markets in compliance with and within the limits established by the applicable legislation and the operating methods established by Borsa Italiana SpA.

The reasons and terms of the proposal will be illustrated in detail in the report of the Board of Directors.

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