The Board of Directors of Poste Italiane S.p.A. resolves to exercise the delegation to increase the share capital for the purposes of the voluntary totalitarian public tender and exchange offer on the shares of Telecom Italia S.p.A.

THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY COUNTRY WHERE ITS DISCLOSURE, PUBLICATION OR
DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OR REGULATIONS IN SUCH JURISDICTION 

VOLUNTARY TOTALITARIAN PUBLIC TENDER AND EXCHANGE OFFER LAUNCHED BY POSTE ITALIANE S.P.A. ON THE ORDINARY SHARES
OF TELECOM ITALIA S.P.A.

* * * * * *

The Board of Directors of Poste Italiane S.p.A. (“Poste” or the “Company”), having met today under the chairmanship of Silvia Maria Rovere, has resolved, in execution of the delegation granted by the extraordinary Shareholders’ Meeting of 18 June 2026, to increase the share capital for cash consideration for an aggregate amount of Euro 371,986,879, plus share premium, with the issuance of 371,986,879 ordinary shares, in one or more tranches and in divisible form, with the exclusion of the option rights pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, to serve the voluntary totalitarian public tender and exchange offer (the “Offer”) launched by Poste on the shares of Telecom Italia S.p.A. (“TIM”), pursuant to and for the purposes of Articles 102 and 106, paragraph 4, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended (the “Consolidated Financial Act”).

In the context of the share capital increase resolution, the Board of Directors of Poste has also provided the information required pursuant to Article 2343-quater, paragraph 3, letters a), b), c) and e), of the Italian Civil Code. In accordance with applicable law, Poste hereby gives notice that, as of today, the following documentation is being made available to the public at the registered office of Poste, on the authorised storage mechanism “eMarket STORAGE” (www.emarketstorage.it (external website)), as well as on the Company’s website: 

• the explanatory report of the Board of Directors of Poste prepared pursuant to Article 2441, paragraph 6, of the Italian Civil Code and Article 70, paragraph 7, letter a), of Issuers’ Regulation No. 11971/1999;
• the opinion of the auditing firm Deloitte & Touche S.p.A. on the fairness of the issue price of the Poste shares to be offered in exchange in the context of the Offer, pursuant to Article 2441, paragraph 6, of the Italian Civil Code and Article 158 of the Consolidated Financial Act;
• the minutes of the Board of Directors of Poste, including the relevant annexes, filed today with the Companies Register of Rome, which will be registered within the timeframe prescribed by applicable law.

For further information:
 
Poste Italiane S.p.A. Investor Relations                    Poste Italiane S.p.A. Media Relations
Tel. +39 06 5958 4716                                              Tel. +39 06 5958 2097
Mail: investor.relations@posteitaliane.it                    Mail: ufficiostampa@posteitaliane.it

THE INFORMATION PROVIDED IN THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OF AMERICA, OR IN ANY OTHER COUNTRY IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
Securities cannot be offered or sold in the United States of America unless they have been registered pursuant to the United States Securities Act of 1933, as subsequently amended (the “U.S. Securities Act”) or in reliance on an exemption from the registration requirements of the U.S.
Securities Act. The securities offered in the context of the transaction described in this document will not be registered pursuant to the U.S. Securities Act, or the securities laws of any state or other jurisdiction of the United States of America.