Shareholders' Meeting – 20 May 2015: Attendance and voting

Pursuant to the law, persons for whom the intermediary of reference has transmitted to the Company the specific communication attesting that they are entitled to do so on 11 May 2015 (the record date) are entitled to speak in and vote at the Shareholders’ Meeting.

Persons who only acquired ownership of shares after this date will not be entitled to attend the Meeting and vote. Any transfer of shares after the record date shall have no effect on the right of the shareholder to participate in the shareholders’ meeting.

The intermediary of the person who holds this right is responsible for informing, via a communication, the Company thereof. Those persons entitled to attend are asked to instruct their intermediary to transmit the aforementioned communication to Telecom Italia. Any requests for prior notice or expense for fulfillment of the duties of the intermediary may not be charged to the Company.

Shareholders with shares held by the Company must use the usual channels of communication by telephone or by using the intranet and internet addresses available to them.

Holders of ADRs listed on the New York Stock Exchange and representing ordinary Telecom Italia shares must contact JP Morgan Chase Bank, the issuer of said ADRs (customer service postal address PO Box 64504, St. Paul, MN 55164-0854, telephone +1 651 453 2128 for calls from outside the United States; 1 800 990 1135 for calls from inside the United States; email address: jpmorgan.adr@wellsfargo.com).

To participate in the meeting, shareholders are invited to present themselves before the time scheduled for the start of the meeting, with an identity document; accreditation activities will start at 09.00 am on 20 May 2015.

To facilitate the ascertainment of their entitlement to participate, the entitled persons are invited to exhibit their copy of the communication to the Company that the intermediary is required to make available to them on the day of the meeting.

A free shuttle service will be offered to those participating in the shareholder’s meeting, leaving  Piazza Affari (square in front of Borsa Italiana) for the place in which the shareholders’ meeting will be held at 08.30 and 9.00 am on 20 May 2015  and in the opposite direction at the end of the meeting.

To use the shuttle service, it must be booked by 18 May 2015, using the toll-free number 800899389 or the email navette.assemblee@telecomitalia.it.

For any further requests or information, contact:

• toll-free number: 800020220 (for calls in Italy)
• telephone number: +39 011 2293603 (for calls from abroad)
• e-mail address: assemblea.azionisti@pec.telecomitalia.it

Reference regulation

art. 83-sexies Consolidated Finance Law

Those entitled to vote may also exercise their voting rights electronically, via the reserved area of this internet website, from 30 April 2015 up until midnight on 19 May 2015, accessing the special reserved area of this website in the ways and within the limits described therein.

It should be noted that only the person entitled to vote can exercise the right to vote electronically.

Reference regulation

art. 127 Consolidated Finance Law

artt. 143-bis e 143-ter Consob Issuer’s Regulation

Those entitled to vote in the ordinary Shareholders’ meeting may exercise their voting rights by mail.

The form for doing so is available at the registered office of the Company from 30 April 2015 where it may be requested on working days between 10 am and 1 pm or can be downloaded hereinbelow.

A copy of the form to cast votes by mail may also be requested from the Company using the following contact details:

• toll-free number: 800020220 (for calls in Italy)
• telephone number: +39 011 2293603 (for calls from abroad)
• e-mail address: assemblea.azionisti@pec.telecomitalia.it

The number of shares for which the voting right is being exercised must be indicated in the form.

It should be noted that voting by mail is not compatible with the issuing of proxies nor electronic voting and must be undertaken directly by the person entitled to vote.

The ballot card must be signed by the person entitled to vote. Where a right to vote is held jointly, all the joint holders are required to sign. Unsigned ballot cards will not be taken into account. Ballot cards that do not indicate how the person intends to vote will be calculated for the purpose of determining the quorum at the Shareholders' Meeting, but will not be taken into account for the purpose of calculating the majority and the share of capital required to approve resolutions.

When sending the ballot card, place the page on which the voting intentions have been stated, duly signed, in a sealed envelope (envelope A). Place envelope A (containing the voting intentions) in a second envelope B together with the page containing details of the shareholder and the number of shares owned, duly signed and any documents attesting entitlement of the person signing the form to represent the shareholder indicated (legal representation). Envelope B must be received at the following address not later than 19 May 2015

TELECOM ITALIA
Corporate Affairs – Ref. Vote
Via Gaetano Negri no. 1
20123 Milan - Italy

The vote cast by mail may be revoked with a written declaration sent to the Company at the same address within the same deadline; a vote may also be cancelled by express declaration made by the person concerned during the Shareholders’ meeting.

The ballot card offers the possibility for each item on the agenda of casting a “for, “against” or “abstain” vote regarding the resolution proposals by marking the appropriate box.

The ballot card is organized in two columns (Tables) which show the proposed resolutions of the Board of Directors or shareholders (Table A) and the possible options in case of changes or amendments to these proposals (Table B). In this respect, Table B provides for the vote cast in Table A to be (i) confirmed, (ii) revoked or (iii) amended. If the option is chosen to revoke the votes cast in Table A, the corresponding shares will not be taken into account for the purpose of calculating the majority and the share of capital required to approve the resolution.

Voters by mail may only tick one box in each table. In the event of an unclear vote, the vote cast will not be considered valid and the corresponding shares will not therefore be taken into account for the purpose of calculating the majority and the share of capital required to approve the resolutions.

Reference regulation

art. 127 Consolidated Finance Law

artt. 140, 141, 142 and 143 Consob Issuer’s Regulation

Persons entitled to vote may appoint someone to represent them in the Shareholders’ Meeting by issuing a proxy in the forms and within the limits established by law.

The proxy forms currently envisaged are:

• analogical proxy, conferred via a paper document with an ink signature;
• electronic proxy, conferred via an electronic document with an electronic signature.

Normally a single representative is permitted for each account on which the shares, object of the communication for participation in the meeting, are registered.

The delegating shareholder is entitled to give instructions to the representative, to cancel the proxy she/he has conferred, to indicate one or more replacements, to attribute to the representative the faculty of appointing a third party replacement.

The proxy is conferred for the quantity of shares indicated in the proxy. In the absence of such indication or in the case of indication of a number of shares which is higher than the number indicated in the communication to the Company by the reference intermediaries, the proxy will be valid for the total number of shares with which the delegating shareholder participates at the meeting.

In the case of proxies which are reciprocally incompatible, the Company will make reference to the issue date when this is certain and, in the absence thereof, (i) in the case of notification/sending of the copy beforehand, in chronological order of receipt by the Company, starting from the most recent receipt; (ii) in the absence of notification/sending beforehand, in order of presentation of the representatives at the meeting.

Proxy form

A proxy form in Italian and English is available from the Registered Office of the Company, where it may be requested on working days between 10.00 am   and  1.00 pm, or from the following contacts:

• toll-free number: 800020220 (for calls in Italy)
• telephone number: +39 011 2293603 (for calls from abroad)
• e-mail address: assemblea.azionisti@pec.telecomitalia.it

alternatively, a printed version may be downloaded hereinbelow:

Standard electronic proxy

In order for the Company to utilize the electronic document, the electronic proxy must contain an electronic signature and a specific time stamp in compliance with current Italian law, with  a qualified electronic signature or digital signature according to the standard formats PAdEs (extension.pdf) o CAdEs (extension .p7m).

Notification or sending of copies of the proxy.

Copies of the proxy forms ‐ together with a copy of an ID document of the delegating shareholder ‐ may be notified or sent in copy to the Company but must be received within midnight (Italian time) of 19 May 2015, in one of the following ways:

• by post to:
  TELECOM ITALIA
  Corporate Affairs – Ref. Proxy
  Via Gaetano Negri no. 1
  20123 Milan - Italy
• by fax to: +39 06 91864337
• by e-mail to the following address: assemblea.azionisti@pec.telecomitalia.it
• online, via the reserved area of this internet website

Notification of the proxy is understood as the sending beforehand to the Company of the original proxy or equivalent document. The sending of the copy of the proxy is instead simple communication beforehand to the Company of a proxy, the original of which is at the representative’s disposal and who, during the accreditation process at the shareholders’ meeting, will certify the compliance of the copy sent with the original.

The Company will accept as notification instruments:

• electronic proxies: sending via PEC and upload via the reserved area, accessible from this website
• analogical proxies: sending via post

For the sending in electronic form of copies of analogical proxies, a copy of the analogical document in image form in one of the following formats: .pdf, .jpg, .jpeg, .bmp, .tif  is required.

Communications notifying the Company of proxies should not include any voting instructions given to the proxy-holder.

Reference regulation

art. 135-novies and art. 135-decies Consolidated Finance Law

Any notices relating to invitations to confer proxies for the Shareholders' Meeting called for 20 May 2015 promoted by third parties will be published in this section of the company website www.telecomitalia.com/agm.

Pursuant to art. 136 Consob Issuer’s Regulations (no. 11971/1999 and subsequent amendments), the Company reserves the right to assess and eventually publish in this section of the company website www.telecomitalia.com/agm any prospectuses and proxy forms prepared by third parties who have promoted proxy solicitation.

The Company shall not be liable for the content of the aforementioned documentation.

Reference regulation

artt. 136, 137, 138, 141, 142, 143 and 144 Consolidated Finance Law

artt. 135, 136, 137, 138 and 139 of the Consob Issuer’s Regulations