Obbligazione Telecom Italia S.p.A. 0.06375% ( XS0195160329 ) in GBP

Telecom Italia S.p.A.

100 GBP ▼

Italia

XS0195160329 ( in GBP )

0.06375% per anno ( pagato 1 volta l'anno)

24/06/2019 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Telecom Italia Spa XS0195160329 in GBP 0.06375%, scaduta

50 000 GBP

850 000 000 GBP

Telecom Italia Spa è una società di telecomunicazioni italiana che offre servizi di telefonia fissa e mobile, internet a banda larga e servizi digitali a clienti privati e aziende.

Un'analisi dettagliata dell'obbligazione con codice ISIN XS0195160329, emessa da Telecom Italia Spa, offre uno spaccato del mercato del debito corporate; Telecom Italia Spa, principale operatore di telecomunicazioni in Italia con una vasta gamma di servizi che spaziano dalla telefonia fissa e mobile ai servizi internet e contenuti multimediali, ha strutturato questa emissione in Italia, con una quotazione sul mercato pari al 100% del valore nominale al momento del rimborso, denominata in Sterline Britanniche (GBP) e caratterizzata da un tasso di interesse nominale annuo dello 0,06375%; l'emissione totale ammontava a 850.000.000 GBP, con un taglio minimo di acquisto fissato a 50.000 GBP, e prevedeva una frequenza di pagamento annuale degli interessi; è fondamentale sottolineare che questa obbligazione è giunta a piena maturazione in data 24 giugno 2019 ed è stata integralmente rimborsata ai suoi portatori, completando il suo ciclo di vita finanziario.

EMTN PROGRAMME PROSPECTUS
This document constitutes two base prospectuses: (i) the base prospectus of TIM S.p.A. and (ii) the base prospectus of Telecom Italia Finance
S.A. (together, the EMTN Programme Prospectus).

TIM S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
TELECOM ITALIA FINANCE S.A.
(incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg)
20,000,000,000
Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed in respect of Notes issued by
Telecom Italia Finance S.A. by
TIM S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
Under this 20,000,000,000 Euro Medium Term Note Programme (the Programme), TIM S.p.A. (TIM) and Telecom Italia Finance S.A. (TI
Finance and, together with TIM in its capacity as an issuer, the Issuers and each an Issuer) may from time to time issue notes (the Notes)
denominated in any currency agreed with the relevant Dealer (as defined below).
Payment of all amounts owing in respect of the Notes issued by TI Finance will be unconditionally and irrevocably guaranteed by TIM (in such
capacity, the Guarantor).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 20,000,000,000 (or its
equivalent in other currencies calculated as described in the Programme Agreement), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional
Dealer appointed under the Programme from time to time by the Issuers (each a Dealer and, together, the Dealers), which appointment may be for a
specific issue or on an ongoing basis. References in this EMTN Programme Prospectus to the relevant Dealer shall, in the case of an issue of Notes
being (or intended to be) subscribed by more than one Dealer, be to the Lead Manager(s) acting on behalf of all Dealers agreeing to subscribe such
Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
This EMTN Programme Prospectus has been approved as two base prospectuses, the base prospectus of TIM and the base prospectus of TI Finance
by the Commission de Surveillance du Secteur Financier (the CSSF), as competent authority under Regulation (EU) 2017/1129 (the Prospectus
Regulation) and the Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour
valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129). The CSSF only approves this EMTN Programme Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be
considered as an endorsement of the Issuers or the Guarantor or of the quality of the Notes. Investors should make their own assessment as to the
suitability of investing in the Notes.
By approving this EMTN Programme Prospectus, the CSSF assumes no responsibility for the economic and financial soundness of the transactions
contemplated by this EMTN Programme Prospectus or the quality or solvency of either Issuer. Application has been made to the Luxembourg Stock
Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on
the official list of the Luxembourg Stock Exchange.
References in the two base prospectuses to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on
the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive
2014/65/EU).
This EMTN Programme Prospectus (as supplemented as at the relevant time, if applicable) is valid until 7 July 2022, which corresponds to a
period of 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the European Economic
Area (the EEA) and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4)
and/or 3(2) of the Prospectus Regulation. The obligation to supplement this EMTN Programme Prospectus in the event of a significant new
factor, material mistake or material inaccuracy does not apply when this EMTN Programme Prospectus is no longer valid.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information
which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a Final Terms document (the
Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also
be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as
may be agreed between the relevant Issuer, the Guarantor (in the case of Notes issued by TI Finance) and the relevant Dealer. The Issuers may also
issue unlisted Notes.
Subject to and as set out in "Terms and Conditions of the Notes -- Taxation", TIM shall not be liable to pay any additional amounts to holders of the
Notes in relation to any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of 1 April 1996 (as the same may be
amended or supplemented from time to time), where the Notes are held by a Noteholder resident for tax purposes in a country which does not allow
for a satisfactory exchange of information with Italy and otherwise in the circumstances described in "Terms and Conditions of the Notes --
Taxation".
TI Finance has a right of substitution as set out in "Terms and Conditions of the Notes -- Meeting of Noteholders, Modification, Waiver,
Authorisation, Determination and Substitution". The Trustee may at any time agree, without the consent of the Noteholders or Couponholders (all as

4126-8575-6463.10

defined in "Terms and Conditions of the Notes"), to the substitution, in place of TI Finance, of TIM or any Subsidiary (as defined in "Terms and
Conditions of the Notes") of TIM as principal debtor under the Notes and the Coupons (all as defined in "Terms and Conditions of the Notes"). TIM
shall indemnify each Noteholder and Couponholder against (A) any tax, assessment or governmental charge which is imposed on such Noteholder or
Couponholder by (or by any authority in or of) the Republic of Italy (Italy) with respect to any Note or Coupon and which would not have been so
imposed had the substitution not been made and (B) any tax, assessment or governmental charge, and any cost or expense relating to the substitution,
except that TIM shall not be liable under such indemnity to pay any additional amounts either on account of "imposta sostitutiva" or on account of
any other withholding or deduction in the event of payment of interest or other amounts paid to a non-Italian resident legal entity or a non-Italian
resident individual which is resident in a country which does not allow for a satisfactory exchange of information with Italy. As long as the Notes are
admitted to trading on the Luxembourg Stock Exchange's regulated market and/or listed on the official list of the Luxembourg Stock Exchange, in
the case of such substitution, TIM will advise the Luxembourg Stock Exchange, a new EMTN Programme base prospectus will be prepared and the
Noteholders will be notified in accordance with the provisions of "Terms and Conditions of the Notes - Notices".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State
securities laws, but the Notes are subject to U.S. tax law requirements. The Notes may not be offered or sold in the United States or to, or for the
account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an exemption from the registration requirements of
the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction.
Each of Moody's Italia S.r.l. (Moody's), S&P Global Ratings Europe Limited (S&P) and/or Fitch Ratings Ireland Limited (Fitch) is established in
the EEA and is registered under the Regulation (EC) 1060/2009 on credit rating agencies (as amended) (the CRA Regulation). As such, each of
Moody's, S&P and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Series of Notes issued under the
Programme may be rated or unrated. Where a Series of Notes is rated, such rating will be disclosed in the applicable Final Terms. A security rating is
not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency. Please also refer to "Credit ratings may not reflect all risks" in the "Risk Factors" section of this EMTN Programme Prospectus.
Interest amounts payable under the Floating Rate Notes will be calculated by reference to LIBOR or EURIBOR, as specified in the relevant
Final Terms, which is provided respectively by the ICE Benchmark Administration (as administrator of LIBOR) and the European Money
Markets Institute (as administrator of EURIBOR). As at the date of this EMTN Programme Prospectus, the ICE Benchmark Administration
(as administrator of LIBOR) is not included in the register of administrators maintained by ESMA under Article 36 of the EU Benchmarks
Regulation. As far the Issuers are aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that ICE
Benchmark Administration (as administrator of LIBOR) is not currently required to obtain authorization/registration (or, if located outside
the European Union, recognition, endorsement or equivalence). As at the date of this EMTN Programme Prospectus, the European Money
Markets Institute (as administrator of EURIBOR) appears on the register of administrators and benchmarks established and maintained by
the European Securities and Markets Authority (ESMA) pursuant to Article 36 of the Regulation (EU) No. 2016/1011 (the EU Benchmarks
Regulation).

Arranger

J.P. MORGAN

Dealers
BARCLAYS
BNP PARIBAS
CITIGROUP
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
IMI - INTESA SANPAOLO
J.P. MORGAN
MEDIOBANCA
NATWEST MARKETS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
UNICREDIT

The date of this EMTN Programme Prospectus is 7 July 2021.

2

4126-8575-6463.10

IMPORTANT INFORMATION
This EMTN Programme Prospectus comprises two base prospectuses for the purposes of Article 8 of
the Prospectus Regulation: (i) the base prospectus of TIM; and (ii) the base prospectus of TI Finance.
Prospectus Regulation means Regulation (EU) 2017/1129.
The Issuers and the Guarantor accept responsibility for the information contained in this EMTN
Programme Prospectus, any supplement thereto, and the Final Terms for each Tranche of Notes
issued under the Programme. To the best of the knowledge and belief of the Issuer and the Guarantor
(each having taken all reasonable care to ensure that such is the case) the information contained in this
EMTN Programme Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information.
This EMTN Programme Prospectus is to be read in conjunction with all documents which are to be
incorporated in it by reference (see "Documents Incorporated by Reference" below). This EMTN
Programme Prospectus shall be read and construed on the basis that those documents are so
incorporated and form part of this EMTN Programme Prospectus.
Other than in relation to the documents which are to be incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this EMTN Programme
Prospectus refers does not form part of this EMTN Programme Prospectus and has not been
scrutinised or approved by the CSSF.
Save for each Issuer, no other party has separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness
of the information contained or incorporated in this EMTN Programme Prospectus or any other
information provided by the Issuers or the Guarantor in connection with the Programme. No Dealer
or the Trustee accepts any liability in relation to the information contained or incorporated by
reference in this EMTN Programme Prospectus or any other information provided by the Issuers or
the Guarantor in connection with the Programme.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
EMTN Programme Prospectus and none of them makes any representation or warranty or accepts
any responsibility as to the accuracy or completeness of the information contained in this EMTN
Programme Prospectus or any responsibility for any acts or omissions of the Issuer or the Guarantor
or any other person in connection with any issue and offering of the Notes under the Programme.
No person is or has been authorised by any of the Issuers, the Guarantor or the Trustee to give any
information or to make any representation not contained in or consistent with this EMTN Programme
Prospectus or any other information supplied in connection with the Programme or the Notes and, if
given or made, such information or representation must not be relied upon as having been authorised
by any of the Issuers, the Guarantor, any of the Dealers or the Trustee.
Neither this EMTN Programme Prospectus nor any other information supplied in connection with the
Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b)
should be considered as a recommendation by any of the Issuers, the Guarantor, any of the Dealers or
the Trustee that any recipient of this EMTN Programme Prospectus or any other information
supplied in connection with the Programme or any Notes should purchase any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and/or the
Guarantor (if applicable). Neither this EMTN Programme Prospectus nor any other information
supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation
by or on behalf of any of the Issuers, the Guarantor, any of the Dealers or the Trustee to any person to
subscribe or purchase any Notes.

3

4126-8575-6463.10

Neither the delivery of this EMTN Programme Prospectus nor the offering, sale or delivery of any
Notes shall in any circumstances imply that the information contained in it concerning any of the
Issuers and/or the Guarantor is correct at any time subsequent to its date or that any other
information supplied in connection with the Programme is correct as at any time subsequent to the
date indicated in the document containing the same. The Dealers and the Trustee expressly do not
undertake to review the financial condition or affairs of any of the Issuers or the Guarantor during the
life of the Programme or to advise any investor in Notes issued under the Programme of any
information coming to their attention. Investors should review, inter alia, the most recently published
documents incorporated by reference into this EMTN Programme Prospectus when deciding whether
or not to purchase any Notes.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (EEA). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of
Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in the Prospectus Regulation. Consequently no key information
document required by Regulation (EU) No. 1286/2014 (as amended, the PRIIPs Regulation) for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPS Regulation.
IMPORTANT UK RETAIL INVESTORS The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a
customer within the meaning of the provisions of the FSMA and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no
key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law
by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "MiFID II product governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a distributor) should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MIFID Product Governance Rules.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may include
a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in

4

4126-8575-6463.10

respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a distributor) should take into
consideration the target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance
Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect
of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE
SFA)
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued
under the Programme shall be prescribed capital markets products (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
IMPORTANT INFORMATION RELATING TO THE USE OF THIS EMTN PROGRAMME
PROSPECTUS AND OFFERS OF NOTES GENERALLY
This EMTN Programme Prospectus does not constitute an offer to sell or the solicitation of an offer to
buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation
in such jurisdiction. The distribution of this EMTN Programme Prospectus and the offer or sale of
Notes may be restricted by law in certain jurisdictions. None of the Issuers, the Guarantor, the Dealers
and the Trustee represent that this EMTN Programme Prospectus may be lawfully distributed, or that
any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, unless specifically
indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuers, the
Guarantor, the Dealers or the Trustee which would permit a public offering of any Notes or
distribution of this EMTN Programme Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this EMTN
Programme Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this EMTN Programme Prospectus or
any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this EMTN Programme Prospectus and the offering and sale of Notes. In particular,
there are restrictions on the distribution of this EMTN Programme Prospectus and the offer or sale of
Notes in the United States, the United Kingdom, Italy, France, Belgium, Japan, Singapore and the
EEA. See "Subscription and Sale".
In this EMTN Programme Prospectus, unless the contrary intention appears, a reference to a law or a
provision of a law is a reference to that law or provision as extended, amended or re-enacted

5

4126-8575-6463.10

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
Unless otherwise indicated, the financial information in this EMTN Programme Prospectus relating to
the Issuers has been derived from:

the Audited Consolidated Financial Statements for the financial years ended 31 December 2020 and
31 December 2019 of TIM and its consolidated subsidiaries (the "TIM Group"); and

the Audited Consolidated Financial Statements for the financial years ended 31 December 2020 and
31 December 2019 of TI Finance and its consolidated subsidiaries (the "TI Finance Group");
together, the "Financial Statements".
The Issuers' financial year ends on 31 December, and references in this EMTN Programme
Prospectus to any specific year are to the twelve-month period ended on 31 December of such year.
The TIM Group Audited Consolidated Financial Statements have been prepared in accordance with
International Financial Reporting Standards issued by the International Accounting Standards Board
and adopted by the EU (IFRS).
The TI Finance Group Audited Consolidated Financial Statements have been prepared in accordance
with IFRS.
Capitalised terms which are used but not defined in any particular section of this EMTN Programme
Prospectus will have the meaning attributed to them in "Terms and Conditions of the Notes" or any
other section of this EMTN Programme Prospectus. In addition, the following terms as used in this
EMTN Programme Prospectus have the meanings defined below:
All references in this EMTN Programme Prospectus document to euro, Euro and refer to the
currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community, as amended, Sterling and £ refer to
pounds sterling and all references to U.S. dollars, U.S.$ and $ refer to United States dollars.
References to the "TIM Group" refer to TIM and its consolidated subsidiaries as they exist at the date
of this EMTN Programme Prospectus.
References to a billion are to a thousand million.
Certain figures and percentages included in this EMTN Programme Prospectus have been subject to
rounding adjustments; accordingly, figures shown in the same category presented in different tables
may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures which precede them.

6

4126-8575-6463.10

SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisors, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this EMTN Programme Prospectus;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisors to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase of pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate
regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or
similar rules.

7

4126-8575-6463.10

CONTENTS
Clause
Page
Overview of the Programme ............................................................................................................................ 10
Risk Factors ...................................................................................................................................................... 15
Documents Incorporated by Reference ............................................................................................................ 39
Form of the Notes ............................................................................................................................................. 44
Applicable Final Terms .................................................................................................................................... 46
Terms and Conditions of the Notes .................................................................................................................. 59
Use of Proceeds ................................................................................................................................................ 93
Description of TIM ........................................................................................................................................... 94
Regulation ...................................................................................................................................................... 106
TIM Group Selected Financial Information and Statistical Operating Data ............................................... 149
Directors, Executive Officers and Statutory Auditors .................................................................................... 159
Description of TI Finance ............................................................................................................................... 164
Taxation .......................................................................................................................................................... 169
Subscription and Sale ..................................................................................................................................... 182
General Information ....................................................................................................................................... 187

8

STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or any person acting on behalf of any Stabilisation Manager(s)) in the
applicable Final Terms) may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made
and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilisation Manager(s) (or any person acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.

9

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this EMTN Programme Prospectus and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Final Terms. The Issuer, the Guarantor and any relevant Dealer
may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in
which event, a new Base Prosprectus or a supplement to the Base Prospetcus, if appropriate, will be
published.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980 (the Delegated Regulation).
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this overview.
Issuers:
TELECOM ITALIA S.p.A. named also "TIM S.p.A."

TIM was incorporated as a joint stock company under the laws
of Italy on 20 October 1908, and its duration is until 31
December 2100. TIM's registered office is Via Gaetano Negri
1, 20123 Milan, Italy.

Telecom Italia Finance S.A.

TI Finance was incorporated on 2 June 2000 for an unlimited
duration in the Grand-Duchy of Luxembourg as a société
anonyme. TI Finance's registered office is 12 rue Eugène
Ruppert, L-2453 Luxembourg.
Issuers Legal Entity Identifier (LEI):
TIM: 549300W384M3RI3VXU42
TI Finance: 549300O482B6CBF38D50
Guarantor:
TIM S.p.A. (in respect of Notes issued by TI Finance)
Risk Factors:
There are certain risk factors that may affect the Issuer's and/or

the Guarantor's ability to fulfil its obligations under Notes
issued under the Programme and/or the Guarantee.

In addition, there are certain factors which are material for the
purpose of assessing the market risks associated with Notes
issued under the Programme and risks relating to the structure
of a particular issue of Notes issued under the Programme. All
of these are set out under "Risk Factors".
Description:
Euro Medium Term Note Programme
Arranger:
J.P. Morgan AG
Dealers:
Barclays Bank Ireland PLC

BNP Paribas

Citigroup Global Markets Europe AG
Citigroup Global Markets Limited

Crédit Agricole Corporate and Investment Bank

Deutsche Bank Aktiengesellschaft

Intesa Sanpaolo S.p.A.

10