Tim towards goodbye to savings shares: conversion, cash and simpler governance
The board of directors proposes the conversion of savings shares into ordinary shares with an adjustment and a capital reduction to rebuild reserves. Co-opted Lorenzo Cavalaglio to replace Umberto Paolucci, who is leaving on 1 January 2026
Tim tries to close among the last 'anomalies' of Piazza Affari: the savings shares. The board of directors met on Sunday 21 December, under the chairmanship of Alberta Figari, and decided to proceed with an operation that had been aired several times over the years, but was always put on the brakes (the last time it was blocked by the 'niet' of the then reference shareholder Vivendi): to bring to the shareholders an operation that aims to simplify the capital structure and leave only one category of shares on the stock exchange.
The mechanism is in two stages. First: optional conversion of savings into ordinary shares at a ratio of 1 to 1 and a cash adjustment of EUR 0.12 per share. Second: at the end of the acceptance window, compulsory conversion of any remaining savings, still 1 to 1 but with a cash payment of EUR 0.04. The shareholders' meetings (ordinary, extraordinary and special savings shareholders' meetings) are convened for 28 January 2026.
The company led by CEO Pietro Labriola explains the rationale: 'To rationalise the company's capital structure and realise the need to simplify the ownership structure and, more generally, the governance of the company, as well as to reduce the management costs associated with the articulation of the share capital into several categories of shares admitted to listing; to create the conditions to increase liquidity and broaden the free float of ordinary shares'.
Alongside the conversion, Tim is proposing to reduce the share capital to EUR 6 billion. Today, the note explains, the shareholders' equity is approximately 96% capital and has no available reserves; the reduction - in light of the effects of the sale of Fibercop, with the network, in 2024 - serves to rebuild reserves: up to one-fifth of the post-reduction capital will go to the legal reserve, the rest to the available reserve, which can also be used for conversion adjustments.
The dossier, which has been discussed for years, is back in the news after the Supreme Court's ruling on the 1998 concession fee, which is worth just over a billion euros and can now help finance the costs of the operation. There is however an effect on the balance between shareholders: with the enlargement of the ordinary shareholder base, the share of the first shareholder Poste Italiane would fall from over 27% to around 19-20%.
