Obligation Telecom Italia Spa 5.25% ( XS0214965963 ) en EUR

Telecom Italia Spa

100 % ▲

Italie

XS0214965963 ( en EUR )

5.25% par an ( paiement annuel )

16/03/2055

Prospectus brochure de l'obligation Telecom Italia XS0214965963 en EUR 5.25%, échéance 16/03/2055

100 000 EUR

850 000 000 EUR

17/03/2026 ( Dans 228 jours )

Telecom Italia est une société de télécommunications italienne fournissant des services fixes, mobiles et à large bande, ainsi que des services numériques et de cloud computing.

Un examen approfondi révèle les caractéristiques d'une émission obligataire émise par Telecom Italia, l'un des principaux opérateurs de télécommunications en Italie, identifiée par le code ISIN XS0214965963. Cette obligation, libellée en EUR et émise depuis l'Italie, offre un taux d'intérêt fixe de 5,25% payable annuellement, et sa maturité est fixée au 16 mars 2055, la positionnant comme un instrument de dette à très long terme. Le montant total de l'émission s'élève à 850 000 000 EUR et se négocie actuellement à 100% de sa valeur nominale sur le marché, indiquant une valorisation au pair, tandis que la taille minimale d'achat de 100 000 EUR par tranche suggère une cible d'investisseurs institutionnels ou sophistiqués.

OFFERING CIRCULAR
TELECOM ITALIA 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)
10,000,000,000
Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed in respect of Notes issued by
Telecom Italia Finance S.A. by
TELECOM ITALIA S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
Under this 10,000,000,000 Euro Medium Term Note Programme (the Programme), Telecom Italia S.p.A. (Telecom Italia) and Telecom
Italia Finance S.A. (TI Finance and, together with Telecom Italia 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 Telecom Italia (in
such capacity, the Guarantor).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 10,000,000,000 (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 "Summary 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 Offering Circular 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.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months from the date
of this Offering Circular to be listed on the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in
respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under
"Terms and Conditions of the Notes") of Notes will be set out in a pricing supplement (the Pricing Supplement) which, with respect to Notes to be
listed on the Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such
Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) 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", Telecom Italia 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 1st 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 Condition 8.
The Issuers and the Guarantor (in the case of Notes issued by TI Finance) may agree with the relevant Dealer and the Trustee (as defined herein)
that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to
be listed on the Luxembourg Stock Exchange) a supplementary Offering Circular, if appropriate, will be made available which will describe the effect of
the agreement reached in relation to such Notes.
TI Finance has a right of substitution as set out in Condition 15.1. The Trustee may at any time agree, without the consent of the Noteholders,
Receiptholders or Couponholders, to the substitution, in place of TI Finance, of Telecom Italia or any Subsidiary (as defined in the Conditions) of
Telecom Italia as principal debtor under the Notes, Receipts and the Coupons. Telecom Italia shall indemnify each Noteholder, Receiptholder and
Couponholder against (A) any tax, assessment or governmental charge which is imposed on such Noteholder, Receiptholder or Couponholder by (or by
any authority in or of) the Republic of Italy (Italy) with respect to any Note, Receipt 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 Telecom
Italia 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 listed on the
Luxembourg Stock Exchange, in the case of such substitution, Telecom Italia will advise the Luxembourg Stock Exchange, a supplement will be prepared
and the Noteholders will be notified in accordance with Condition 14.
Telecom Italia and TI Finance have notified the Dealers that Notes issued under the Programme may only be sold by each Dealer in Italy to
professional investors (as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended). For further
information on sales into Italy, see "Subscription and Sale -- Italy".
Arrangers
JPMORGAN
LEHMAN BROTHERS
Dealers
BARCLAYS CAPITAL
BNP PARIBAS
CABOTO
DEUTSCHE BANK
JPMORGAN
LEHMAN BROTHERS
MCC S.p.A.
MEDIOBANCA S.p.A.
UBM -- UNICREDIT BANCA MOBILIARE
The date of this Offering Circular is 17th February, 2005.

Each of the Issuers and the Guarantor, having made all reasonable enquiries, confirms that this Offering
Circular contains or incorporates all information which is material in the context of the issuance and
offering of Notes, that the information contained or incorporated in this Offering Circular is true and
accurate in all material respects and is not misleading in any material respect, that the opinions and
intentions expressed in this Offering Circular are honestly held and that there are no other facts the
omission of which would make this Offering Circular or any of such information or the expression of any
such opinions or intentions misleading in any material respect. Each of the Issuers and the Guarantor
accepts responsibility accordingly. This Offering Circular may only be used for the purposes for which it
has been published.
This Offering Circular is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below). This Offering
Circular shall be read and construed on the basis that such documents are so incorporated and form part
of this Offering Circular.
Neither the Dealers nor the Trustee have independently 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 Offering Circular 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 Offering Circular or
any other information provided by the Issuers or the Guarantor in connection with 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 Offering Circular 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 Offering Circular 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 Offering Circular 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 Offering
Circular 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.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning any of the Issuers and/or the
Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Programme is correct as of 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 the Notes of any information coming to their attention. Investors should review, inter alia,
the most recently published documents incorporated by reference into this Offering Circular when
deciding whether or not to purchase any Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to U.S. persons (see "Subscription
and Sale").
This Offering Circular 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 Offering Circular 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 Offering
Circular 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, 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 Offering Circular in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly,
3

and neither this Offering Circular 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 Offering Circular or any Notes may
come must inform themselves about, and observe, any such restrictions on the distribution of this Offering
Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Offering Circular and the offer or sale of Notes in the United States, the United Kingdom, Italy, Japan, the
Grand Duchy of Luxembourg (Luxembourg) and The Netherlands, see "Subscription and Sale".
All references in this Offering Circular to 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, and to U.S. dollars, U.S.$ and $ refer to United States dollars.
References to "Old Telecom Italia" and "Old Telecom Italia Group" and "New Telecom Italia" and "New
Telecom Italia Group" refer to Telecom Italia and its consolidated subsidiaries as they existed immediately
prior to, and immediately after, respectively, the effective date of the merger between Olivetti S.p.A.
(Olivetti) and Old Telecom Italia described herein.
4

CONTENTS
Page
Documents Incorporated by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Summary of the Programme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Form of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Form of Pricing Supplement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Capitalisation of the Telecom Italia Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Capitalisation of Telecom Italia. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Description of Telecom Italia. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Telecom Italia -- Summary Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Capitalisation of TI Finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
Description of TI Finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Selected Audited Financial Information of TI Finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Subscription and Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed as the
stabilising manager in the applicable Pricing Supplement or any person acting for it may over-allot or
effect transactions with a view to supporting the market price of the Notes of the Series (as defined below)
of which such Tranche forms part at a level higher than that which might otherwise prevail for a limited
period. However, there may be no obligation on the stabilising manager or any agent of his to do this. Such
stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited
period.
5

DOCUMENTS INCORPORATED BY REFERENCE
The following documents published or issued from time to time after the date hereof shall be deemed to be
incorporated in, and to form part of, this Offering Circular:
(a) the most recently published annual report of Telecom Italia and the most recently published annual report of
TI Finance, in each case together with the auditors' reports and, if published later, the most recently
published unaudited interim consolidated (in the case of Telecom Italia only) financial statements (if any) of
each of the Issuers; see "General Information" for a description of the financial statements currently
published by each of the Issuers; and
(b) all supplements or amendments to this Offering Circular circulated by the Issuers and/or the Guarantor from
time to time,
save that any statement contained herein or in a document which is deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent that a
statement contained in any such subsequent document which is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Offering Circular.
The Issuers and (in the case of Notes issued by TI Finance) the Guarantor will provide, without charge upon
request, a copy of any or all of the documents deemed to be incorporated herein by reference unless such
documents have been modified or superseded as specified above. Requests for such documents should be
directed to any of the Issuers or to the Guarantor at their respective offices set out at the end of this Offering
Circular. In addition, such documents will be available from the principal office in Luxembourg of J.P. Morgan
Bank Luxembourg S.A. for Notes listed on the Luxembourg Stock Exchange. The most recently published
financial statements of Telecom Italia are also available for inspection on its website: www.telecomitalia.it.
The Issuers and (in the case of Notes issued by TI Finance) the Guarantor will, in connection with the listing of
the Notes on the Luxembourg Stock Exchange, so long as any Note remains outstanding and listed on such
exchange, in the event of any material change in the condition of any of the Issuers or (in the case of Notes issued
by TI Finance) the Guarantor which is not reflected in this Offering Circular, prepare a supplement to this
Offering Circular or publish a new Offering Circular for use in connection with any subsequent issue of the
Notes to be listed on the Luxembourg Stock Exchange.
If the terms of the Programme are modified or amended in a manner which would make this Offering Circular, as
so modified or amended, inaccurate or misleading in any material respect, a new offering circular will be
prepared.
6

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of
Notes, the applicable Pricing Supplement. Words and expressions defined in "Form of the Notes" and "Terms
and Conditions of the Notes" shall have the same meanings in this summary.
Issuers:
Telecom Italia S.p.A.
Telecom Italia Finance S.A.
Guarantor:
Telecom Italia S.p.A. (in respect of Notes issued by TI Finance)
Description:
Euro Medium Term Note Programme
Arrangers:
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Dealers:
Barclays Bank PLC
BNP PARIBAS
Banca Caboto s.p.a.
Deutsche Bank AG London
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
MCC S.p.A. Capitalia Gruppo Bancario
Mediobanca Banca di Credito Finanziario S.p.A.
UniCredit Banca Mobiliare S.p.A.
and any other Dealers appointed in accordance with the
Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in circumstances
which comply with such laws, guidelines, regulations, restrictions
or reporting requirements from time to time (see "Subscription
and Sale") including the following restrictions applicable at the
date of this Offering Circular.
Notes having a maturity of less than one year
Notes having a maturity of less than one year will, if the proceeds
of the issue are accepted in the United Kingdom, constitute
deposits for the purposes of the prohibition on accepting deposits
contained in section 19 of the Financial Services and Markets Act
2000 (the FSMA) unless they are issued to a limited class of
professional investors and have a denomination of at least
£100,000 or its equivalent, see "Subscription and Sale".
Issuing and Principal Paying Agent:
JPMorgan Chase Bank, N.A.
Trustee:
J.P. Morgan Corporate Trustee Services Limited
Programme Size:
Up to 10,000,000,000 (or its equivalent in other currencies
calculated
as
described
in
the
Programme
Agreement)
outstanding at any time. The Issuers and the Guarantor may
increase the amount of the Programme in accordance with the
terms of the Programme Agreement.
Distribution:
Notes may be distributed on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, any
currency agreed between the relevant Issuer and the relevant
Dealer.
Redenomination:
The applicable Pricing Supplement may provide that certain
Notes may be redenominated in euro.
7

Maturities:
Such maturities as may be agreed between the relevant Issuer and
the relevant Dealer, subject to such minimum or maximum
maturities as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant
Specified Currency.
Issue Price:
Notes may be issued as specified in the relevant Pricing
Supplement on a fully-paid or a partly-paid basis and at an issue
price which is at par or at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of
the Notes".
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be
agreed between the relevant Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day Count
Fraction as may be agreed between the relevant Issuer and the
relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(a)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2000
ISDA Definitions (as published by the International Swaps
and Derivatives Association, Inc., and as amended and
updated as at the Issue Date of the first Tranche of the Notes
of the relevant Series); or
(b)
on the basis of a reference rate appearing on the agreed
screen page of a commercial quotation service; or
(c)
on such other basis as may be agreed between the relevant
Issuer and the relevant Dealer.
The margin (if any) relating to such floating rate will be agreed
between the relevant Issuer and the relevant Dealer for each
Series of Floating Rate Notes.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption
Notes or of interest in respect of Index Linked Interest Notes will
be calculated by reference to such index and/or formula or to
changes in the prices of securities or commodities or to such other
factors as the relevant Issuer and the relevant Dealer may agree.
Other provisions in relation to Floating
Floating Rate Notes and Index Linked Interest Notes may also
Rate Notes and Index Linked Interest
have a Maximum Rate of Interest, a Minimum Rate of Interest or
Notes:
both.
Interest on Floating Rate Notes and Index Linked Interest Notes
in respect of each Interest Period, as agreed prior to issue by the
relevant Issuer and the relevant Dealer, will be payable on such
Interest Payment Dates, and will be calculated on the basis of
such Day Count Fraction, as may be agreed between the relevant
Issuer and the relevant Dealer.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether
at maturity or otherwise) in respect of Dual Currency Notes will
be made in such currencies, and based on such rates of exchange,
as the relevant Issuer and the relevant Dealer may agree.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
8

Redemption:
The applicable Pricing Supplement will indicate either that the
relevant Notes cannot be redeemed prior to their stated maturity
(other than in specified instalments, if applicable, or for taxation
reasons or following an Event of Default) or that such Notes will
be redeemable at the option of the relevant Issuer and/or the
Noteholders upon giving notice to the Noteholders or the relevant
Issuer, as the case may be, on a date or dates specified prior to
such stated maturity and at a price or prices and on such other
terms as may be agreed between the relevant Issuer and the
relevant Dealer.
The applicable Pricing Supplement may provide that Notes may
be redeemable in two or more instalments of such amounts and on
such dates as are indicated in the applicable Pricing Supplement.
Notes having a maturity of less than one year are subject to
restrictions on their denomination and distribution, see "Certain
Restrictions -- Notes having a maturity of less than one year"
above.
Denomination of Notes:
Notes will be issued in such denominations as may be agreed
between the relevant Issuer and the relevant Dealer save that the
minimum denomination of each Note will be such as may be
allowed or required from time to time by the relevant central bank
(or equivalent body) or any laws or regulations applicable to the
relevant Specified Currency, see "Certain Restrictions -- Notes
having a maturity of less than one year" above.
Taxation:
All payments in respect of the Notes will be made without
deduction for or on account of withholding taxes imposed by any
Relevant Jurisdiction, subject as provided in Condition 8. In the
event that any such deduction is made, the relevant Issuer or, as
the case may be, the Guarantor (in the case of Notes issued by TI
Finance) will, save in certain limited circumstances provided in
Condition 8, be required to pay additional amounts to cover the
amounts so deducted.
Restrictions on Security Interests:
The terms of the Notes will contain a provision restricting the
ability of the relevant Issuer and (in the case of Notes issued by
TI Finance) the Guarantor to create security interests in respect of
certain of their capital markets indebtedness, as further described
in Condition 3.
Cross Default:
The terms of the Notes will contain a cross default provision as
further described in Condition 10.
Status of the Notes:
The Notes will constitute unconditional, unsubordinated and
(subject to the provisions of Condition 3) unsecured obligations
of the relevant Issuer and will rank pari passu among themselves
and (save as aforesaid and for certain obligations required to be
preferred by law) equally with all other unsecured obligations
(other than subordinated obligations, if any) of the relevant Issuer,
from time to time outstanding.
Guarantee:
Notes issued by TI Finance will be unconditionally and
irrevocably guaranteed by the Guarantor. The obligations of the
Guarantor
under
such
guarantee
will
be
unconditional,
unsubordinated and (subject to the provisions of Condition 3)
unsecured obligations of the Guarantor and will rank pari passu
and (save as aforesaid and for certain obligations required to be
preferred by law) equally with all other unsecured obligations
(other than subordinated obligations, if any) of the Guarantor,
from time to time outstanding.
9

Listing:
Application has been made for Notes issued under the Programme
to be listed on the Luxembourg Stock Exchange. The Notes may
also be listed on such other or further stock exchange(s) as may
be agreed between the relevant Issuer and the relevant Dealer in
relation to each Series.
Unlisted Notes may also be issued.
The applicable Pricing Supplement will state whether or not the
relevant Notes are to be listed and, if so, on which stock
exchange(s).
Governing Law:
The Notes will be governed by, and construed in accordance with,
English law. The provisions of Articles 86 to 94-8 of the
Luxembourg law on commercial companies of 10th August,
1915, as amended, are excluded.
Selling Restrictions:
There are restrictions on the offer, sale and transfer of the Notes
in the United States, the United Kingdom, Italy, Japan,
Luxembourg and The Netherlands and such other restrictions as
may be required in connection with the offering and sale of a
particular Tranche of Notes, see "Subscription and Sale".
Telecom Italia and TI Finance have notified the Dealers that
Notes issued under the Programme may only be sold by each
Dealer in Italy to professional investors (as defined in Article 31,
second paragraph, of CONSOB Regulation No. 11522 of 1st July,
1998, as amended). For further information on sales into Italy, see
"Subscription and Sale -- Italy".
10

FORM OF THE NOTES
Each Tranche of Notes will be in bearer form and will be initially issued in the form of a temporary global note
(a Temporary Global Note) or, if so specified in the applicable Pricing Supplement, a permanent Global Note (a
Permanent Global Note) which, in either case, will be delivered on or prior to the original issue date of the
Tranche to a common depositary (the Common Depositary) for, Euroclear Bank S.A./N.V., as operator of the
Euroclear System (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Whilst
any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other
amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made against
presentation of the Temporary Global Note only to the extent that certification (in a form to be provided) to the
effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for
resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or
Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like
certification (based on the certifications it has received) to the Agent.
On and after the date (the Exchange Date) which is 40 days after a Temporary Global Note is issued, interests in
such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for
(a) interests in a Permanent Global Note of the same Series or (b) for definitive Notes of the same Series with,
where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Pricing
Supplement and subject, in the case of definitive Notes, to such notice period as is specified in the applicable
Pricing Supplement), in each case against certification of beneficial ownership as described above unless such
certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any
payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification,
exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is
improperly withheld or refused.
Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through
Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be) of the
Permanent Global Note without any requirement for certification.
The applicable Pricing Supplement will specify that a Permanent Global Note will be exchangeable (free of
charge), in whole but not in part, for definitive Notes with, where applicable, receipts, interest coupons and talons
attached upon either (a) not less than 60 days' written notice from Euroclear and/or Clearstream, Luxembourg
(acting on the instructions of any holder of an interest in such Permanent Global Note) to the Agent as described
therein or (b) only upon the occurrence of an Exchange Event or (c) at any time at the request of the relevant
Issuer. For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition 10) has
occurred and is continuing, (ii) the relevant Issuer has been notified that both Euroclear and Clearstream,
Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday,
statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and
no successor clearing system satisfactory to the Trustee is available or (iii) the relevant Issuer has or will become
subject to adverse tax consequences which would not be suffered were the Notes represented by the Permanent
Global Note in definitive form and a certificate to such effect signed by a duly authorised representative of the
relevant Issuer is given to the Trustee. The relevant Issuer will promptly give notice to Noteholders in accordance
with Condition 14 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear
and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent
Global Note) or the Trustee may give notice to the Agent requesting exchange and, in the event of the occurrence
of an Exchange Event as described in (iii) above, the relevant Issuer may also give notice to the Agent requesting
exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant
notice by the Agent.
The following legend will appear on all Notes which have an original maturity of more than 365 days and on all
receipts and interest coupons relating to such Notes:
"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE."
The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct
any loss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on
any sale, disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons.
11