With reference to the voluntary totalitarian public tender and exchange offer, promoted, pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented (the “TUF”), by Poste Italiane S.p.A. on all ordinary shares of Telecom Italia S.p.A. admitted to trading on Euronext Milan, including the treasury shares directly and/or indirectly held, from time to time, by TIM, other than the TIM shares already held by the Offeror, as amended on 7 September 2026 by means of the Press Release of 7 September 2026, Poste announces that the Reopening of the Acceptance Period has been concluded and announces the provisional results of the Reopening of the Acceptance Period.
Provisional results of the reopening of the acceptance period
Based on the provisional results communicated by the Intermediaries Appointed to Coordinate the Collection of Acceptances, during the Reopening of the Acceptance Period which ended today, No. 409,957,676 TIM shares have been tendered in acceptance of the Offer, representing approximately 19.195% of the Issuer’s share capital, approximately 24.025% of the Shares Subject to the Offer (i.e., No. 1,706,361,829) and approximately 57.516% of the remaining Shares Subject to the Offer after the Acceptance Period (i.e., No. 712,765,507). The Offeror has not acquired any TIM shares outside the Offer in the period between the Offer Document Date and today. Taking into account the No. 993,596,322 TIM shares, equal to approximately 46.523% of TIM’s share capital, already tendered in acceptance of the Offer during the Acceptance Period, the No. 429,363,990 TIM shares already held by the Offeror (equal to approximately 20.104% of TIM’s share capital) constituting the Poste Shareholding and the No. 409,957,676 TIM shares tendered in acceptance during the Reopening of the Acceptance Period (equal to approximately 19.195% of TIM’s share capital), if the provisional results of the Reopening of the Acceptance Period are confirmed, the Offeror will hold a total of No. 1,832,917,988 TIM shares, equal to approximately 85.822% of TIM’s share capital. It is noted that, based on the above results (if confirmed), the conditions for the Squeeze-Out Right pursuant to Article 111 of the TUF and/or for the Joint Procedure have not been met. The final results of the Reopening of the Acceptance Period will be announced in the Press Release on the Final Results of the Reopening of the Acceptance Period, to be issued by the Offeror by 7:29 a.m. (Italian time) on 1 October 2026, pursuant to Article 41, paragraph 6, of the Issuers’ Regulation.
Increased unit consideration and payment date of the reopening of the acceptance period
The Increased Unit Consideration for each TIM share tendered in acceptance of the Offer during the Reopening of the Acceptance Period consists of: No. 0.218 newly issued Poste ordinary shares pursuant to the Capital Increase Reserved to the Offer; and EUR 1.97 per share. Payment of the Increased Unit Consideration will be made on the Payment Date of the Reopening of the Acceptance Period (i.e., 2 October 2026), against the transfer to the Offeror of ownership of the TIM shares tendered in acceptance during the Reopening of the Acceptance Period, free from any encumbrances or liens of any kind, whether real, contractual or personal.
