Telecom Italia acknowledges, in particular, that:
· The transaction was proposed by the Board of Directors in order to pursue the interests of the Company and all the holders of both its ordinary and savings shares. The terms of the proposal, available since 5 November 2015, were determined with the support of two advisors of indisputable standing, Citi and EQUITA (also approved by the independent directors), and are comparable to those of the many and recent precedents;
· The Board deemed it advisable to finalize the conversion proposal, which had been thoroughly considered in recent months, in a market situation that appeared particularly favourable. The conversion proposal, which the market had prompted for some time, was met with widespread appreciation from financial analysts, as confirmed by the performance of the shares on the stock market;
· In proposing this resolution the Company strictly complied with applicable disclosure requirements toward all relevant stakeholders, with the dissemination of the documents required by current regulations.
Telecom Italia, having acted on this, as on every other occasion, in the best interests of its shareholders, and pursuant to applicable law, refers the decision to authorise the proposed conversion transaction to the competent Shareholders' Meetings.
The registration statement, the Schedule TO and other related documents in relation to the proposed offer will be available electronically without charge at the SEC’s website, www.sec.gov, after they have been filed.
Milan 12 December 2015