Elliott Advisors (UK) Limited Statement on Telecom Italia

Elliott Advisors (UK) Limited (“Elliott”) has had the opportunity in recent weeks to engage constructively with many of Telecom Italia’s (“TIM”, or the “Company”) key stakeholders, including the CEO Mr. Amos Genish, members of the management team, other shareholders and many other market participants.

Fundamentally, Elliott believes that Telecom Italia is uniquely positioned in the Italian market and operates an outstanding collection of assets with the potential to produce substantial, consistent returns for its shareholders while enhancing a nationally strategic infrastructure asset. However, poor stewardship under the Vivendi-controlled Board has resulted in deeply troubling corporate governance issues and a pervasive and persistent valuation discount. At this juncture, Elliott believes an independent Board of Directors is paramount to resolving these issues and to maximising value creation for all stakeholders.

With respect to certain value realisation opportunities put forward by Elliott on April 9^th, Elliott believes that the management team led by Mr. Genish, together with an independent Board should evaluate whether and when to carry out strategic initiatives, in the best interest of value creation for all shareholders.

Regarding Netco, Elliott notes Mr. Genish’s statements on the possibility of selling a minority stake while retaining control:“…I have said to investors [that] we are ready to open a minority part of the capital and list the network provided that the future regulatory status is secure.” ¹ Elliott trusts the management and an independent Board’s ability to evaluate these initiatives in the interest of maximizing shareholder value.

Further, with respect to the dividend, given the prospect of TIM achieving investment grade in 2018, Elliott accepts the importance of achieving this target before committing to pay a dividend.

In short, Elliott has sought to offer constructive ideas to enhance TIM’s value creation plan as presented by Mr. Genish on March 7^th. There is no alternative business plan. Elliott and its proposed independent nominees fully support Mr. Genish and are encouraged that Mr. Genish has committed to remain at TIM to execute his plan with the full support of the Board of the Directors, regardless of its composition:

• April 19^th: “Elliott believes management should be led by the current CEO and the board of directors rather than by a single shareholder.” ²
• April 24^th: “We are very confident in the current management team led by the CEO Amos Genish.” ³
• April 26^th: “We fully support TIM’s CEO, Mr. Amos Genish…We also support the business plan that Mr. Genish and his management team have put forward.” ⁴

Elliott seeks to ensure Mr. Genish and his entire management team are equipped to maximise the value creation attributable to TIM’s business plan by aligning TIM with international corporate governance best practices and equipping the Company with a qualified independent Board. To that end, Elliott has proposed a slate of ten independent, highly qualified, credible nominees that share Mr. Genish’s vision for TIM’s future and are fully supportive of TIM’s business plan.

To reiterate, if elected, the independent nominees would evaluate the merits of Elliott’s value creation proposals as described above in conjunction with management, to determine whether and when to implement them in the best interest of long-term value creation for all shareholders. Elliott is just a shareholder; TIM’s Board and management team will have the responsibility to address the optimal timing and strategy for the Company.

Elliott trusts shareholders will join it in setting the right conditions and appointing the right team at the Board level by voting for Elliott’s proposed slate on May 4^th to allow TIM’s many stakeholders to thrive in the years ahead. With proper stewardship at the Board level, and a highly qualified independent Board of Directors, Elliott believes TIM’s prospects are bright.

Full materials and today’s presentation can be found at our dedicated website www.transformingtim.com.

About Elliott

Elliott Management Corporation manages two multi-strategy funds which combined have approximately $35 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Management Corporation.

¹ Interview with Mr. Genish in Les Echos, April 4^th, https://www.lesechos.fr/tech-medias/hightech/0301514255731-amos-genish-vivendi-a-une-vision-long-terme-pour-telecom-italia-contrairement-a-elliott-2166165.php

² Elliott statement, April 19^th, https://www.transformingtim.com/media/1052/elliott-advisors-uk-limited-response-to-vivendi-statements.pdf

³ TIM AGM, April 24^th, in conjunction with a vote in support of Mr. Genish as CEO

⁴ Elliott letter to shareholders, April 26^th, https://www.transformingtim.com/media/1061/elliott_tim_letter_260418.pdf

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Contact information

Media
London
Elliott Advisors (UK) Limited
Sarah Rajani CFA, +44 (0) 20 3009 1475
srajani@elliottadvisors.co.uk
or
Milan
Verini & Associates
Marcella Verini, +39 (02) 4539 5500
mverini@verinieassociati.com
or
Paris
Steele & Holt
Daphne Claude / Dominic Riding
+33 (0) 6 66 58 81 92 / +33 (0) 6 48 57 83 24
daphne@steeleandholt.com / dominic@steeleandholt.com