The Board of Directors of Poste, at its meeting held on the date hereof, resolved to increase the Consideration of the Offer by means of an additional cash component equal to EUR 0.30 for each TIM Share tendered in acceptance of the Offer (the “Additional Cash Component”).
Accordingly, upon completion of the Offer, for each TIM Share tendered in acceptance, the Consideration will be increased by the Additional Cash Component and will be composed, in the aggregate, of: No. 0.218 newly issued Poste ordinary shares; and the cash component already provided for in the Offer Document, equal to EUR 1.67, increased by the Additional Cash Component equal to EUR 0.30, and therefore equal to an aggregate amount of EUR 1.97 per share (together with the Shares Component, the “Increased Unit Consideration”).
The Consideration, as increased by the Additional Cash Component, will be paid to all Tendering Shareholders on the Payment Date (or, with respect to TIM Shares tendered in acceptance during the possible Reopening of the Acceptance Period, on the Payment Date of the Reopening of the Acceptance Period).
By increasing the Consideration, the Board of Directors of the Offeror intends to confirm the strategic and industrial relevance of the Offer.
The economic and financial benefits for Poste’s shareholders enabled by the Offer will remain substantially unchanged following the recognition of the Increased Unit Consideration, with a confirmed positive impact on Poste’s earnings per share starting from financial year 2027 and expected to reach double digits in 2028. The pro-forma financial leverage of the new Group, including the impact of the Additional Cash Component, is expected to stand at 1.5x at end of 2026.
It is also confirmed that Poste’s dividend policy for financial year 2026 on a stand-alone basis and the commitment to an accretive dividend policy starting from 2027 remain unchanged. TIM shareholders who tender their shares in the Offer will receive the interim dividend of Poste for financial year 2026, which will be paid on 25 November 2026.
The Offeror specifies that the Increased Unit Consideration represents the final consideration of the Offer and that no further increases thereof will be made.
Based on the official price of Poste shares recorded at the close of trading on 20 March 2026 (i.e., the last Trading Day preceding the Announcement Date, the “Reference Date”), equal to EUR 21.46, the Increased Unit Consideration represents an implied monetary value equal to EUR 6.65 (the “New Unit Market Value of the Consideration at the Reference Date”) for each TIM Share and, therefore, incorporates an implied premium of 14.16% compared to the official price of TIM Shares recorded at the Reference Date.
Furthermore, based on the official price of Poste shares recorded at the close of trading on 4 September 2026 and increased of 25% from the Reference Date, equal to EUR 26.90, the Increased Unit Consideration represents an implied monetary value equal to EUR 7.83 for each TIM Share.
In the event of full acceptance of the Offer, i.e., in the event that all of the maximum No. 1,706,361,829 Shares Subject to the Offer are tendered in acceptance, the implied aggregate monetary countervalue of the Offer would be equal to EUR 11,345,126,354, inclusive of the Additional Cash Component (the “New Aggregate Monetary Countervalue”), calculated on the basis of the official price of Poste’s shares as at the Reference Date. In such scenario, the maximum aggregate amount of the cash component of the Increased Unit Consideration would be equal to EUR 3,361,532,803 (the “New Maximum Cash Disbursement”).
