ISS PROXY ADVISORY SERVICES Telecom Italia SpADec 20, 2013 · The shareholder agreement is valid until Feb. 28, 2015. Telco financial position On Feb. 20, 2013, Telco, holding TI

ISS PROXY ADVISORY SERVICES

Report Contents Corporate Governance Profile 4 Equity Ownership Profile 22 Board Profile 5 Additional Information 22 Meeting Agenda and Proposals 7

© 2013 Institutional Shareholder Services Inc. All Rights Reserved.

Telecom Italia SpA

Key Takeaways

Upon review and analysis of this company's meeting agenda, we highlight that:

Shareholder FINDIM is proposing to dismiss all but one of the current directors.

Conditional upon approval of the board's revocation, the whole board will be renewed via the voto di lista system.

Two slates have been filed: one by the company's reference shareholder and the other by a group of institutional investors through Assogestioni, the Italian association of asset and fund managers.

Agenda & Recommendations Policy: Europe

Incorporated: Italy

Item Code Proposal Board Rec. ISS Rec.

ORDINARY BUSINESS

1 S0214 Proposal Submitted by Shareholder FINDIM Group SA: Revoke Directors from the Board

NONE FOR

2 M0202 Subject to Item 1 Being Approved: Fix Number of Directors NONE FOR

3 M0267 Subject to Item 1 Being Approved: Fix Director Term NONE FOR

4 M0219 Subject to Item 1 Being Approved: Approve Remuneration of Directors NONE AGAINST

SUBJECT TO ITEM 1 BEING APPROVED: APPOINT DIRECTORS - CHOOSE ONE OF THE FOLLOWING SLATES

5.a S0275 Slate Submitted by Telco SpA NONE AGAINST

5.b S0275 Slate Submitted by Institutional Investors (Assogestioni) NONE FOR

6 M0201 Subject to Item 1 Not Being Approved: Elect Angelo Provasoli as New Director

FOR FOR

7 M0201 Subject to Item 1 Not Being Approved: Elect Director NONE AGAINST

EXTRAORDINARY BUSINESS

8 M0315 Eliminate the Par Value of Shares FOR FOR

9 M0358 Authorize Capital Increase without Preemptive Rights to Service Conversion of Bonds Issued by Telecom Italia Finance SA

FOR FOR

Shaded areas indicate recommendations against board Items deserving attention due to contentious issues or controversy

Meeting Type: Special Meeting Date: 20 December 2013 Record Date: 11 December 2013 Meeting ID: 838828 Borsa Italiana Electronic Share Market: TIT Index: FTSE EuroFirst 300 Sector: Integrated Telecommunication Services GICS: 50101020 Primary Contacts Nelson Seraci Salvatore Tedesco Alberto Bagnara [email protected]

mailto:[email protected]

Telecom Italia SpA (TIT) Meeting Date: 20 December 2013 POLICY: Europe Meeting ID: 838828

ISS PROXY ADVISORY SERVICES Publication Date: 3 December 2013 Page 2

Material Company Updates

Governance

SHAREHOLDER AGREEMENT

Telco SpA is owned by Intesa Sanpaolo SpA (11.62 percent), Mediobanca SpA (11.62 percent), Assicurazioni Generali Group (30.58 percent), and Telefonica SA (46.18 percent). Telco share capital is divided into different classes of shares: class A (held by Assicurazioni Generali, Mediobanca, Intesa Sanpaolo) and class B (held by Telefonica). A new class of non-voting shares (class C) was created in September 2013 in the framework of the updates to the shareholder pact as described in the section "Amendments to the Shareholder Pact" here below. Shares of class C represent 36.83 percent of Telco's outstanding share capital and do not have voting rights.

The effects of the pact relate to the governance of Telco and TI. More specifically, it includes a stand-still agreement on the holdings in TI and a preemption agreement concerning the holdings in Telco.

Concerning the stand-still agreement, the shareholders of Telco engaged not to increase their participation in TI so that the whole holdings of Telco, its participants and any possible related party exceed 30 percent of TI share capital: going above this threshold would trigger a mandatory bid on the rest of TI share capital according to the Italian law.

Concerning the preemption agreement, new shares of class A shall be offered first to the existing class A shareholders (Assicurazioni Generali, Mediobanca, and Intesa Sanpaolo); only unexercised rights can then be offered to the holder of the class B shares (Telefonica). The same applies to B shares.

The shareholder agreement is valid until Feb. 28, 2015.

Telco financial position

On Feb. 20, 2013, Telco, holding TI with 22.4 percent of capital, proceeded to depreciate its participation in TI for EUR 920 million given the interim losses of EUR 818 million. The board of directors of the vehicle owned by Mediobanca, Intesa Sanpaolo, Generali, and Telefonica decrease the shares' book value from EUR 1.5 to EUR 1.2.

Amendments to the Shareholder Pact

On Sept. 24, 2013, Telefonica has increased its capital in Telco by EUR 324 million in exchange of 1.56 billion non-voting shares of class C in Telco. Telefonica also committed to increase its share ownership to 70 percent of Telco's outstanding share capital via an additional EUR 117.23 million capital increase serviced by non-voting shares of class C. Any increase of Telefonica in Telco's share capital is however subject to the release of a waiver from all antitrust authorities (in particular the Argentinian and Brazilian ones). The additional capital provided by Telefonica would be used to reimburse the conversion of bonds subscribed by Telco in the framework of the issuance placed by Telecom Italia on Nov. 8, 2013 (see Item 9 of this meeting's agenda). Telefonica has also subscribed to some of these convertible bonds.

Starting from Jan. 1, 2014, Telefonica has the right to convert the non-voting shares of class C into voting shares of class B. This possibility is conditional upon the release of a waiver from all antitrust authorities (in particular the Argentinian and Brazilian ones).

Intesa Sanpaolo SpA, Mediobanca SpA, and Assicurazioni Generali have also given Telefonica the option to acquire all voting shares of class A starting from Jan. 1, 2014. The pact sets rules on the purchase price and timing; it also sets opt-out provisions for pact members in specific time-windows between June 15, 2014, and Feb. 15, 2015.

In terms of governance, if Telefonica owns more than the absolute majority of voting rights in Telco, it will be able to appoint five out of the 10 directors sitting on Telco's board. Should it increase its voting power above 70 percent of Telco's voting rights, Telefonica will be able to appoint seven directors. Telefonica currently appoints four directors at Telco.

The pact also rules on the governance of Telco and of Telecom Italia, as well as on this latter's business activities in Brazil and Argentina.

QUORUM REQUIREMENTS

Ordinary business items require a 50 percent +1 vote to be approved. Extraordinary business items need to be approved by two-thirds of the votes.



Abstain Vote

In Italy, the use of abstention is, for all intents and purposes, considered a vote against a particular item.

Additional Information

Note: Exchange rate on June 30, 2013: EUR 1 = US$ 1.30



Corporate Governance Profile

BOARD & COMMITTEE SUMMARY

Independence Members Meetings

Full Board 43% 14 13

Audit 100% 4 18

Compensation 67% 3 9

Nomination 67% 3 9

Chairman classification N/A

Separate chair/CEO Yes

Independent lead director Yes

Voting Standard Majority

Total director ownership (000 shares) 2,792

Total director ownership (%) N/A

Number of directors attending < 75% of meetings

1

Number of directors on excessive number of outside boards

1

Average director age 63 years

% of women on board 7%



Board Profile

Director Independence & Affiliations EXECUTIVE DIRECTORS

On Ballot

Name Affiliation Independence Classification

Attend <75%

Gen-der

Age Tenure Term Ends

Outside Key Committees

Company ISS Boards CEO Audit Rem Nom

Marco Patuano CEO Non-

Independent Executive Director

M 49 2 2014 0

NON-EXECUTIVE DIRECTORS On

Ballot Name Affiliation Independence

Classification Attend <75%

Gen-der

Age Tenure Term Ends

Outside Key Committees

Company ISS Boards CEO Audit Rem Nom

Luigi Zingales Senior

Independent Director

Independent Independent

M 50 6 2014 0

F

Cesar Alierta Izuel

Interlocking Director

Non-Independent

Non-Independent

M 68 6 2014 3

Tarak Ben Ammar

Board Attestation of

Affiliation

Non-Independent

Non-Independent

M 64 6 2014 1

Lucia Calvosa


F 52 2 2014 0

F

Massimo Egidi


M 71 2 2014 0

M M

Jean Paul Fitoussi


M 71 9 2014 2

F C C

Gabriele Galateri di Genola e Suniglia


Affiliation

Non-Independent

Non-Independent

M 66 6 2014 4

M M

Julio Linares Lopez


Affiliation

Non-Independent

Non-Independent

M 67 6 2014 1

Gaetano Micciche


Affiliation

Non-Independent

Non-Independent

M 63 6 2014 0

Aldo Minucci

Non-Independent

Non-Independent

M 67 6 2014 0

Renato Pagliaro


Affiliation

Non-Independent

Non-Independent

M 56 9 2014 2

Angelo Provasoli


M 71 0* 2014 1

Mauro Sentinelli


M 66 3 2014 0

F

M = Member | C = Chair | F = Financial Expert *Indicates director not previously submitted to shareholders for election.



Director Employment, Compensation & Ownership Name Primary Employment Outside Boards Total

Compensation* Shares

Held (000) Options

(000) Total (000)

Voting power

(%)

Marco Patuano CEO - Telecom Italia Spa

1,322,000 70 0 70 <1

Luigi Zingales Academic 155,000 58 0 58 <1

Cesar Alierta Izuel CEO, Chairman - Telefonica S.A.

China Unicom (Hong Kong) Ltd, International Consolidated Airlines Group SA, Telefonica S.A.

110,000 0 0 <1

Tarak Ben Ammar Prof Director Mediobanca SPA 110,000 0 0 <1

Lucia Calvosa Academic 155,000 0 0 <1

Massimo Egidi Academic 129,000 0 0 <1

Jean Paul Fitoussi Academic Intesa SanPaolo SPA, Pirelli & C. S.p.A

183,000 0 0 <1

Gabriele Galateri di Genola e Suniglia

Prof Director Italmobiliare Spa, Assicurazioni Generali Spa, Edenred, Saipem, Tim Participacoes S.A (controlled by Telecom Italia)

204,000 352 2,250 2,602 <1

Julio Linares Lopez - Telefonica S.A. Telefonica S.A. 145,000 0 0 <1

Gaetano Micciche Prof Director 110,000 0 0 <1

Aldo Minucci Consultant 204,000 2.60 0 2.60 <1

Renato Pagliaro Chairman - Mediobanca SPA

Pirelli & C. S.p.A 145,000 60 0 60 <1

Angelo Provasoli Chairman - RCS MediaGroup S.p.A.

Telecom Italia SpA 0 0 0 <1

Mauro Sentinelli Prof Director 190,000 0 0 <1

*Local market currency

Interlocks: Cesar Alierta Izuel

Additional Notes

Independent director Elio Catania resigned on Sept. 13, 2013, following his involvement in an insider trading investigation. Catania allegedly provided a newspaper with privileged information about Telecom Italia SpA, whose disclosure might have led to strong fluctuations in the company's share price.



Meeting Agenda & Proposals

Ordinary Business

Item 1. Proposal Submitted by Shareholder FINDIM Group SA: Revoke Directors from the Board FOR

VOTE RECOMMENDATION

On balance the removal of the board and the presence of the Assogestioni slate on the TI board would likely prove beneficial to long-term shareholder value. Hence, a vote FOR this item is warranted.

BACKGROUND INFORMATION

Policies: Removal of Existing Board Directors

Discussion

BACKGROUND

Telecom Italia Spa (TI) is Italy’s incumbent telecom operator. The company controls 67 percent of TIM Participacoes (TIM Brazil), one of Brazil’s four largest mobile telecom operators, and indirectly, 23 percent of Telecom Argentina, one of Argentina’s two largest (but 54 percent of the votes through a pyramid structure).

The company has been effectively controlled by Telco (22.4 percent) since May 2007. Telco is a holding company originally controlled by Italian financial institutions Assicurazioni Generali, Intesa Sanpaolo, and Mediobanca, the Benetton family (who later sold) and Telefonica (Spain’s incumbent telecom operator). This investment vehicle was leveraged and, given Telecom Italia’s poor share price performance, in need of recapitalization. Telefonica provided the needed capital in September 2013 receiving in exchange non-voting shares and increasing its economic stake to 66 percent from 46 percent. While the shares can be converted into voting shares starting in January 2014, this is subject to approval by regulators in Argentina and Brazil, as Telefonica is a direct competitor of TI in those countries. If regulators deem that Telefonica will control TI through Telco by converting the shares, therefore triggering the need to dispose of the subsidiaries, Telefonica will not be able to convert the shares. Telefonica also has an option to acquire up to 100 percent of Telco from January 2014 on, subject to the same condition.

Marco Fossati is the former CEO/chairman of Italian food company Star - Stabilimento Alimentare SpA. He sold the company in 2006, becoming an investor in several listed companies. In 2011, at the last election of directors, Fossati (5.0 percent of TI through his investment vehicle Findim) presented a list of director nominees to take the three seats reserved for minorities, but the seats were won by the second most voted list, that of Assogestioni, the Italian association of asset managers. (Fossati also presented a list in 2008 and another for statutory auditors in 2009 and 2012, which were not elected either). At the 2011 election, only Fossati supported his candidates, whereas institutional investors overwhelmingly supported the Assogestioni list. Telco got the 12 seats reserved for the majority list (i.e. the most voted list), but this was the case only because of its own votes as virtually no other shareholder supported it.

Fossati has for some time criticized Telco because of the conflict of interests with Telefonica. In mid-2010, he said that Telefonica should leave Telco given that it was bidding for Vivo, one of Brazil’s four largest mobile telecom operators and a competitor of TIM Brazil. When Telco announced the recent change in ownership, Fossati launched a proxy contest to remove all directors except for one (nominated by Assogestioni in 2011; the other two left in 2011 and 2013). Fossati argues that the conflict of interest will not be manageable with Telefonica in control of Telco.

Underpinning the proxy contest is TI’s high leverage and how to address it; the company’s bonds have been recently downgraded to non-investment grade. Options are a sale of TIM Brazil, a sale of Telecom Argentina to

https://www.governanceexchange.com/index2.php?x=mtx&i=3189



Mexican billionaire David Martinez, a capital raise (which was recently implemented through convertibles), a dividend cut, and a sale of Italian and Brazilian mobile towers. Telefonica, the board and Fossati reportedly disagree on this point. Cesar Alierta, Telefonica’s chairman, told the press that he wants the Italian company to focus on Europe and use the Brazilian asset to pay down debt. Former CEO/Chairman Bernabe was not apparently supportive of a sale of subsidiaries. The ownership change at Telco was followed by the replacement of Bernabe by Marco Patuano, a 23 year veteran from TI.

Speculation of a potential sale of TIM Brazil started in early September, before (but most likely not unrelated to) the Telco announcement, triggering a run-up in the shares of both TIM (+30 percent) and Telecom Italia (+50 percent), until speculation abated.

KEY DATES

The following is a chronological list of key developments:

Aug. 3, 2013: Moody’s puts TI on negative watch

Sep. 24: Telefonica increases economic stake in Telco

Oct. 3: TI’s CEO/Chairman resigns

Oct. 9: Moody’s downgrades TI’s bonds to junk

Oct. 16: Fossati requests EGM to replace the board

Nov. 7: TI announces bond issuance, asset sales

Nov. 14: Sale agreement for Telecom Argentina

Nov. 15: S&P downgrades TI’s bonds to junk

Nov. 22: Assogestioni and Telco announce slates of nominees

Dec. 20: EGM

THE DISSIDENT PLATFORM

Fossati is seeking the removal of all directors (currently 14 members, after the resignation of one director on charges of insider trading), except for Luigi Zingales, an independent nominated by Assogestioni in 2011. The dissident is not proposing a new slate, but instead will support the slate of seven nominees proposed by Assogestioni. The slate was proposed after Fossati was unable to reach an agreement for a joint slate with Assogestioni.

The dissident began buying shares in TI in 2007, sitting on a paper loss exceeding 60 percent. The dissident believes that a new board should focus on:

Containing the conflict of interest with Telefonica/Telco;

Addressing the debt issue without selling core assets like TIM Brazil and Telecom Argentina; and

Growing the domestic business.

Assogestioni does not have a particular platform, limiting itself to nominating independent candidates (see details of the mechanism for the election of directors in the next page).

THE COMPANY’S DEFENSE

TI in its defense argues that is has strict procedures to deal with conflicts of interest, excluding Telefonica’s representatives from the appropriate board deliberations. The company has announced and partially executed a plan to raise EUR 4 billion from asset sales, including Telecom Argentina, and a convertible bond issuance, which will address the company’s leverage and Capex needs over the medium term. TIM Brazil is a core asset that the company would only sell at premium valuation and provided it finds an alternative growth option.

Analysis

FRAMEWORK OF ISS PROXY CONTEST ANALYSIS

When analyzing proxy contests, ISS focuses on two central questions: (1) Have the dissidents met the burden of proving that change is warranted at the company? and (2) If so, will the dissidents be better able to effect such change versus the incumbent board?



When the dissidents are seeking board control, ISS will require from the dissidents a well-reasoned and detailed business plan (including the dissidents’ strategic initiatives), a transition plan that describes how the change in control of the company will be effected, and the identification of a qualified and credible new management team. ISS will compare the detailed dissident plan against the incumbents’ plan and the dissidents’ proposed board and management team against the incumbent team in order to arrive at our vote recommendation.

When the dissidents are seeking a minority position on the board, the burden of proof we impose on the dissidents is lower. In such cases, ISS will not require from the dissidents a detailed plan of action, nor will we require that the dissidents prove that their plan is preferable to the incumbent plan. Instead, ISS will require that dissidents prove that change is preferable to the status quo and that the dissident slate will add value to board deliberations by considering the issues from a different viewpoint than the current board members.

MECHANICS OF THE ELECTION OF DIRECTORS

Directors at Italian companies are elected through a “Voto di Lista”, or list voting system, which aims to ensure minority shareholders are represented. Shareholders or, in limited situations, incumbent members of the board present lists of board candidates, and shareholders cast votes for their preferred list (shareholders cannot vote for individual candidates). The candidate list that obtains the most votes (the majority list) designates the majority of directors (four fifths in the case of TI, equivalent to 12 seats in a 15 member board). The remaining seats are filled from the second most voted list (the minority list).

TI has a provision in its bylaws stating that if a majority of seats become vacant, the remaining directors shall be deemed to have resigned, triggering a renewal of the entire board. So to trigger an election, Fossati needed to propose a removal of a majority of directors. If shareholders approve the removal of the current board (first voting item), then shareholders will vote according to the Voto di Lista system. If they don’t approve the removal, they will only vote on the replacement of two directors that have resigned (the board is proposing one candidate, and invites shareholders to nominate the other).

The results of the 2011 board election at TI, where voter turnout was 50.2 percent, show that Telco got the most votes (23.5 percent), but Assogestioni was close with a minority list (19.7 percent). Fossati only got 5.9 percent, one reason why he has chosen to support Assogestioni this time: Assogestioni plus Fossati’s shares can outnumber Telco, meaning they could win a majority of board seats. Conversely, if they present two minority lists, that would mean that Telco would get the most votes and most seats. Assogestioni, because of its own articles of association, cannot work with a non-institutional investor like Fossati, and cannot present a list that represents a majority of the board (neither can its nominees take executive positions or the chairmanship). So Assogestioni presented a list of seven candidates hoping that the board size would stay at 15 (the minimum board size is seven and maximum 19). On the same day, however, Telco presented a list of only three candidates, not showing willingness to take a majority of seats.

We note that two of Telco’s nominees and two of the Assogestioni’s nominees sit currently on the board, meaning that 40 percent of the new board is actually a continuation of the old board if 10 directors are elected. If shareholders vote for the removal of the board all the nominees will be elected as there are more seats than candidates, regardless of which list gets the most votes. So the only real decision for shareholders is whether or not to support the removal.

When a new board is elected, the shareholder presenting the majority slate typically files proposals to fix the number of directors (between the limits set by the articles, seven to 19 in the case of TI) and the length of the new directors’ term (up to a maximum of three years). Neither Telco nor Assogestioni have filed these proposals, which is unusual: Assogestioni because it thought it was presenting a minority slate, and Telco because is presenting a minority slate. Any shareholder, regardless of number of shares held, can file resolutions at the meeting itself, and only those present would vote (with Telco likely having the decisive vote). If no resolution is filed regarding the size of the board, the size would default to the last size approved in 2011 (15 members). There’s no default minimum length if no resolution is filed on the term for new directors. So shareholders would be voting by proxy on 10 candidates, without knowing their terms or whether there will be more directors elected at the meeting.

Italian law provides for the possibility that revoking the board without cause could potentially expose a company to liability to the removed directors if certain legal criteria are met. ISS’s recommendations are made independent



of and therefore do not reflect the risk of this possibility. Nothing in our recommendation is meant to be or to be construed as legal advice or an opinion of an investor’s legal risk.

ISS ANALYSIS

Telecom Italia (TI), the Italian incumbent telecom operator, is the target of an unusual proxy contest: the dissident is proposing to remove the current board, but not proposing a new one. On the other hand, the company’s main shareholder (Telco, where Telefonica has a 46 percent voting stake), only proposing a slate of three directors for 15 available seats, is seemingly willing to give up its controlling position.

In 2011, at the last election of directors, Mario Fossati, who holds 5.0 percent of TI through his investment vehicle Findim, presented a list of director nominees for the three seats reserved for minorities, but those seats were won by the list presented by Assogestioni, the Italian association of asset managers. At the current meeting Fossati is seeking the removal of all directors except for Luigi Zingales, an independent nominated by Assogestioni in 2011, and implicitly proposing to leave the same management. The dissident is not proposing a new slate, but instead will support the slate of seven nominees proposed by Assogestioni. He argues that change is necessary because of deep conflicts of interest—manifested in the composition of the board itself—between TI and Telefonica, particularly around the latter’s push for a sale of key TI subsidiary TIM Brazil.

Is Change Needed?

Company Performance

For the five years prior to Telco announcing an increase in Telefonica’s stake (which triggered speculation of a sale of TIM Brazil), TI underperformed its peer group by 23 percentage points. For the three years prior to that event, the underperformance was 11 percentage points. But there are caveats in TI’s relative TSR performance: first, we note that the Italian economy has performed poorly vs. others in Europe: poor economic conditions are a drag for local companies, but the issue is how well they did against that background. A second issue is pricing of services, which explain high margins in Italy. High margins in an open market can only attract competition and regulatory pressure for lower tariffs, and that is what effectively happened.

TI’s stock and operating performance has to be evaluated relative to the “high” place (high margins) the company started from and Italy’s domestic economic situation. From that perspective, we find that the company acted reasonably in defending its market position. The CEO/chairman responsible for this performance resigned after Telefonica increased its ownership in Telco. The new CEO is a 23 year TI veteran, formerly its COO and head of its domestic business.

Company Strategy

We do not believe that a different approach to operating strategy is the key issue in this contest. It is, rather, how to handle debt. A sale of the company’s key subsidiary, TIM Brazil, is a key consideration in this regard.

Fossati believes the sale of Telecom Argentina was made without due process and at a low price. We believe the sale price would be equivalent to the market price of the stake as measured by the value of ADRs in New York, without any premium. The lack of an auction process would seem to confirm that valuation is underwhelming, though one also has to wonder if buyers would be available for an asset in this country under the present political conditions. We recognize that one has to believe in a panic selling scenario to justify this valuation, but one could also envision a panic selling scenario in anticipation of a decision by the Argentine regulator. If there was something questionable in this sale, this shouldn’t repeat in a potential sale of TIM Brazil, which is several times the size of Telecom Argentina in terms of value.

While it is an open question how fast and how much the company should raise capital to stabilize credit ratings and whether a sale of TIM Brazil is needed, we do not see this as a key difference between Fossati’s and TI’s approaches. The key issue is that the largest shareholder, Telco, can block a big capital increase, therefore forcing TI to exclude one important alternative. According to the media and many analysts, Telefonica also apparently wants the sale of TIM Brazil, and any board would have to deal with this. The key is how independent that board will be to maximize value given the restrictions.



Corporate Governance:

Conflict of interest is a major issue in this proxy contest: Telefonica is a major competitor in Brazil and Argentina and has two out of 15 board seats. Moreover, Telco, in which Telefonica is a significant shareholder, nominated 12 other directors at a 15-member board at the last election: two of them are regarded as independent by ISS, while the rest are related to the financial institutions that are shareholders in Telco. Board deliberations on Latin America exclude the Telefonica representatives, but not the other Telco representatives.

After Telefonica increased its stake in Telco and got the option of acquiring 100 percent in September of this year, a rush of events happened at TI, perhaps too many to ignore causality:

1) Sept. 24, 2013: Telefonica increased its economic stake in Telco; while the increase doesn’t give it voting control at this point, one could question whether Telefonica would passively increase its non-voting stake and acquire an option for full control without some kind of agreement with the other Telco shareholders;

2) Oct. 3: TI’s CEO/chairman resigned; he had previously rejected a sale of the Brazilian and Argentinian subsidiaries;

3) Nov. 7: TI announced a bond issuance and asset sales to raise EUR 4 billion;

4) Nov. 14: Sale agreement for Telecom Argentina announced.

It might have been that the potential downgrade from rating agencies in August, after TI announced poor 2Q13 results, triggered a rush for action. If Telco’s own board was divided on the issue of how to tackle TI’s debt problem, Telefonica’s increased ownership probably solved the issue; a common position could have been then cascaded into TI’s board. We note that while the company has procedures to deal with the conflict of interest by not involving the two Telefonica representatives, Telco representatives are not excluded from board deliberations. And one could also argue that decisions like how to allocate Capex among the different businesses will eventually be dealt by the entire board. There is a limit on how to manage the conflict.

The sale of Telecom Argentina seems to have been made in a rush, acceptable only for a panic selling scenario; two independent directors opposed the sale. CONSOB, the Italian securities market regulator, is investigating both the issue of mandatory convertible bonds (where Telefonica participated but Fossati argues it was not given enough time to) and the sale of Telecom Argentina. But one could envision that, given the political environment in that country and Telefonica’s increased stake in Telco, the company acted reasonably in the second case under certain assumptions.

That the board is divided, given the issues surrounding TI, is only logical; if Telefonica was not on the board, the issues at TI would remain, and a sale of assets in Brazil or Argentina would still be a possibility and would still likely cause friction at the board. But regardless of what Telefonica and the financial institutions’ position might be, it is clear that their majority presence on the board is not ideal.

Which Nominees Will Add More Value?

THE ASSOGESTIONI SLATE

Assogestioni is running seven candidates (ISS classification in brackets):

Luigi Zingales (independent): Professor of entrepreneurship and finance at University of Chicago, Booth School of Business. Independent director of TI since 2006, appointed lead independent director in April 2011.

Lucia Calvosa (independent): Lawyer, professor of commercial law at University of Pisa. Independent director of TI since 2012.

David Benello (independent): Global ambassador at Monitise PLC, director emeritus of McKinsey & Company. Independent director of Telekom Malaysia Berhad since 2011.

Francesca Cornelli (independent): Professor of finance at London Business School. Research Fellow at Centre for Economic and Policy Research. Independent director of Cofide SpA since April 2010.

Giuseppe Donagemma (independent): Senior advisor at Alix Partners, Italy. Operating Advisor at AVM Private Equity, Italy. Former EVP and GM of Europe region at Nokia Siemens Network.



Maria Elena Cappello (independent): Former CEO and General Manager, Head of Strategy and Business Development Europe at Nokia Siemens Network Italia SpA. Member of the management board of A2A SpA (since June 2012) and independent director of Prysmian SpA (since April 2012).

Francesco Serafini (independent): Former EVP WW Emerging Markets at Hewlett-Packard, Switzerland. Director of Solutions 30 SA.

We note that:

Two nominees on this slate currently serve on the board of TI;

All candidates except one have public board experience;

Three out of seven nominees are women.

THE TELCO SLATE

Telco has presented a slate with three candidates:

Marco Emilio Angelo Patuano (non-independent): CEO of TI since April 13, 2011. Former COO of TI, with the company since 1990.

Julio Linares Lopez (non-independent): COO of Telefonica since December 2007. Director of TI since 2007.

Stefania Bariatti (non-independent): Lawyer. Professor of private international law, University of Milan. Board member of ASTM SpA. Board chair of SIAS SpA.

We note that:

Two nominees on this slate currently serve on the board of TI, namely the CEO, and Linares Lopez, COO, of Telefonica.

The third nominee on this slate is not an incumbent. She serves of the boards of two listed companies in Italy.

-------------------------------------------------------

This has become an unintended proxy fight for control, with the caveat that the sponsor is the industry body representing Italian and foreign asset managers operating in Italy. And it has come to this point because Telco is apparently willing to give up its majority position.

We note that two of Telco’s nominees and two of the Assogestioni’s nominees sit currently on the board, meaning that 40 percent of the new board is actually a continuation of the old board if 10 directors are elected. If shareholders elect to remove the whole board, the Voto di Lista electoral mechanism ensures that all the nominees from the Telco and Assogestioni lists will be elected as there are more seats than candidates. So the only real decision for shareholders is whether or not to support the removal.

In a sense, the decision would seem like a conundrum for shareholders: removing the board would lead to Telco having a clear minority, which could lead the Brazilian regulator to not deem Telefonica’s increased stake at Telco a change in control at TI, and allow Telefonica to get effective control of Telco. Later, and given that Telco has been the only one to nominate majority slates at TI in the past, it’s plausible that Telefonica/Telco would get back a majority of the board seats and the regulator would demand a sale of TIM Brazil. If shareholders vote against the removal of the TI board and leave a majority of Telco directors, the regulator might consider that Telefonica controls TI through Telco and Telefonica would not be able to convert its shares. But in the end, if Telefonica exercises significant influence over Telco and Telco over TI (which has triggered this proxy contest), and its intention is to have TI sell TIM Brazil, the TI board will eventually do so. One difference is how the sale process would be run: forced by the regulator, with a majority independent board at TI, or voluntarily, with a board controlled by Telefonica. The choices are not ideal, and to make matters worse, the term of the proposed directors is unknown at this time. But a majority independent board would be in a better position to weigh alternatives and move forward.

We believe that: 1) regardless of company performance, there are causes for concern arising from the conflict of interest with Telefonica/Telco; 2) supporting the removal of the board would effectively affect only six directors (the other four current directors are being renominated by Telco and Assogestioni, and will be elected in any



scenario); with the same management in place, the risk of discontinuity is significantly lessened, and actually no party is claiming a risk of disruption); and 3) all the nominees from Assogestioni are independent.

Conclusion

Based on the factors discussed above, on balance we conclude that the removal of the board and the presence of the Assogestioni slate on the TI board would likely prove beneficial to long-term shareholder value.

Item 2. Subject to Item 1 Being Approved: Fix Number of Directors FOR

VOTE RECOMMENDATION

A vote FOR this item is warranted as this is a routine item in Italy and the range for the board size is provided in the company's bylaws. However, we qualify our support based on the lack of information regarding the proposed board size.


Policies: Fix Number of Directors and/or Auditors

Discussion

Shareholders are being asked to fix the size of the board.

According to article 9 of the company's bylaws, the board must be composed of a number of members comprised between a minimum of seven and a maximum of 19 directors.

Proposals

The company and the shareholders who proposed the two slates for this board election failed to provide any proposal with respect to the number of directors to be appointed.

Analysis

Under Article 2380-bis of the Italian civil code, unless the company's bylaws indicate a specific number of directors the board must be composed of (highly unusual), shareholders are required to determine, prior to electing the directors, the total number of members they wish the board to be composed of.

This number must be set so that it falls within the minimum and maximum number of directors set within the company's bylaws.

Normally, this is a standard and usually non-controversial in Italy. However, we qualify our support based on the lack of information regarding the proposed board size.

Item 3. Subject to Item 1 Being Approved: Fix Director Term FOR

VOTE RECOMMENDATION

This item warrants a vote FOR as it is routine and non-contentious.

Discussion

Under this item, shareholders are asked to set the length of directors' term. No further details have been provided.

The duration of directors' term cannot exceed three years in Italy.

Analysis

While ISS has a preference that shareholders are given the chance to express their support to the board on an annual basis, we acknowledge that three-year mandates are the common practice in Italy.




Item 4. Subject to Item 1 Being Approved: Approve Remuneration of Directors AGAINST

VOTE RECOMMENDATION

This item warrants a vote AGAINST due to the lack of disclosure.


Policies: Approve Remuneration of Directors and/or Committee Members

Discussion

This item requests shareholder approval of the annual non-executive remuneration of the board.

Last year's non-executive remuneration (individual) Proposed non-executive remuneration

EUR 110,000 Not disclosed

Analysis

Fees that are excessive are determined by comparing fees paid in other companies in the same country and industry. The focus is on fees paid to non-executive directors, or fees paid to all directors, separate from the salaries of the executive directors.

The proposed amount was not disclosed. Telecom Italia Spa is strongly urged to disclose the proposed director fees in future meeting notices in accordance with good corporate governance practice.




Subject to Item 1 Being Approved: Appoint Directors - Choose One of the Following Slates

Item 5.a. Slate Submitted by Telco SpA AGAINST

VOTE RECOMMENDATION

A vote AGAINST this slate is warranted as:

No nominee on this slate is independent;

Shareholders can vote in favor of one slate only;

The slate presented under Item 5.b is composed by seven independent candidates.

Discussion

Shareholders need to elect directors, and fix their remuneration. The voto di lista system applies to Italian board elections, and nominees are typically disclosed 21 days prior to the meeting. In Italy, directors are normally elected for three-year terms.

Please refer to the following document for a background on the voto di lista election system: Safeguarding Minority Rights: An Analysis of Italy's Voto di Lista.

COMPANY PRACTICE

The company bylaws set the following limits to board composition:

Minimum number of board members 7

Maximum number of board members 19

Minimum number of independent directors* 2

*According to Italian law, one director has to be independent in boards with up to seven members, and two directors need to be independents in boards with more than seven members.

New directors will be appointed as follows:

From the most voted slate 4/5 of candidates

From the second most voted slate 1/5 of candidates

For further details concerning directors, please refer to the tables above.

SLATE SUBMITTED BY TELCO SPA

Telco SpA, holding 22.4 percent of the company's outstanding share capital, has presented the following slate of candidates.

On Ballot Name Affiliation ISS

Classification Gender Age Degree-Experience

Outside Note

Boards CEO

1.

Marco Emilio

Angelo

Patuano

Non-

Independent

Non-

Independent M 49 Finance - - CEO of the company

2. Julio Linares

Lopez

Non-

Independent

Non-

Independent M 67

Telecommunications

Engineer 1 - COO of Telefonica

http://www.governanceexchange.com/index2.php?x=d&i=1300

http://www.governanceexchange.com/index2.php?x=d&i=1300



3. Stefania

Bariatti

Non-

Independent

Non-

Independent F 57

Lawyer, Professor of

Private International

Law

2 - Chairman of SIAS SpA,

Director at ASTM SpA

Analysis

Because only two slates have been presented and one of the two slates has only three candidates (which makes it by default the minority slate when considering the current size of the board), this board election is not contentious as the two slates are not competing for the same seats.

CONCLUSION

This slate has been filed by Telco, the company's reference shareholder. We are also raising concerns with the conflict of interest impacting Telco and Telefonica, which has been widely described under Item 1. Lastly, we note that no nominee on this slate is independent

Item 5.b. Slate Submitted by Institutional Investors (Assogestioni) FOR

VOTE RECOMMENDATION

A vote FOR this slate is warranted because:

It has been put forth by a group of institutional investors, and candidates on this slate could therefore be the best positioned to represent the interests of minority shareholders.

All the nominees on this slate are independent.

Discussion

SLATE SUBMITTED BY INSTITUTIONAL INVESTORS

Institutional investors, holding 1.554 percent of the company's outstanding share capital, have presented the following slate of candidates.

On Ballot Name Affiliation ISS


Outside Note

Boards CEO

Luigi

Zingales Independent Independent M 50

Professor of

entrepreneurship

and finance at

University of

Chicago, Booth

School of

Business

- - LID of the company.

2. Lucia

Calvosa Independent Independent F 52

Lawyer,

professor of

commercial law

at University of

Pisa

- - Director of the

company



3.

Davide

Giacomo

Federico

Benello

Independent Independent M 59 MBA, Business

executive 1 -

Director of Telekom

Malaysia Berhad

4. Francesca

Cornelli Independent Independent M 51

Professor of

finance at

London Business

School

1 - Director of Cofide

Spa

5. Giuseppe

Donagemma Independent Independent M 47

Finance,

Engineer - -

6. Maria Elena

Cappello Independent Independent M 45 Engineer 2 -

Member of the

management board

of A2A SpA, director

of Prysmian SpA.

7. Francesco

Serafini Independent Independent M 61 Engineer 1 -

Director of

Solutions30 SA

Analysis

Because only two slates have been presented and one of the two slates has only three candidates (which makes it by default the minority slate when considering the current size of the board), this board election is not contentious as the two slates are not competing for the same seats.

CONCLUSION

This slate reconfirms two independent incumbent directors of the company. In addition, this slate is fully independent. The slate provides a good mix in terms of professional experience, background, and managerial knowledge. We note that the slate has been presented by a group of institutional shareholders through the coordination of Assogestioni, the Italian asset and fund managers association.

Item 6. Subject to Item 1 Not Being Approved: Elect Angelo Provasoli as New Director FOR

VOTE RECOMMENDATION

A vote FOR the independent director Angelo Provasoli is warranted because his election would have a positive impact on the level of board independence.


Policies: Elect Director

Discussion

Shareholders need to ratify the co-optation of director Angelo Provasoli to replace resigning director Elio Catania, who left the board on Sept. 13, 2013, following his involvement in an investigation for insider trading. The voto di




lista slate election system which is used for board renewals will not apply to this director election as only one or few new directors need to be appointed.

NOMINEE

On

Ballot Name Incumbent Affiliation

ISS


Outside

Boards CEO

Angelo

Provasoli Yes Independent Independent M 71

Economics, Former Professor of

Accounting at

Università L. Bocconi, Milan

1 0

Analysis

BOARD COMMITTEES

The company has set up a fully independent audit committee. In addition, the company remuneration and nomination committee is 67-percent independent.

OVERBOARDED DIRECTORS

One board member, César Alierta Izuel, is considered overboarded. Directors who serve on multiple boards may be overextended and may not be able to meet the time commitments required to fulfill their fiduciary responsibilities.

BOARD INDEPENDENCE

Effective boards exercise independent judgment when carrying out their fiduciary responsibilities. The Italian Corporate Governance Code recommends that the board be comprised of persons with the ability to ensure an independent decision-making process in a critical exchange of ideas with executive management. For Italian non-controlled companies included in the MSCI-EAFE or FTSE MIB index, ISS will recommend against the election or reelection of any non-independent directors (excluding the CEO) if the proposed board does not consist of a majority of independent directors. At Telecom Italia SpA, only 43 percent of the board consists of independent directors.

OTHER CORPORATE GOVERNANCE-RELATED MATTERS

The offices of chairman and chief executive officer were previously combined into one position, held by Franco Bernabé. Please note that Bernabé resigned on Oct. 3, 2013. While Marco Patuano has taken on the role of CEO, the company has not yet appointed a new chairman. ISS recommends that the two positions be separated to ensure independent oversight over management.

Telecom Italia Spa has also appointed Luigi Zingales as lead independent director.

According to the 2012 company's annual report, one director attended less than 75 percent of the board meetings held. Directors cannot satisfy their fiduciary responsibility to shareholders if they do not attend meetings.

CONCLUSION

ISS considers voting on director elections to be one of the most important decisions made by shareholders.

We believe that independent directors are most capable of making impartial decisions, taking into consideration first and foremost the rights and value of the company's shareholders. We also believe that it is of high importance to promote director independence on boards.

The company has provided full information on the proposed candidate.



Item 7. Subject to Item 1 Not Being Approved: Elect Director AGAINST

VOTE RECOMMENDATION

Vote AGAINST this proposal because:

The names and occupations or affiliations of nominees are not provided.


Policies: Elect Director

Discussion

Under this proposal, shareholders are asked to appoint one new director, to replace Franco Bernabé who resigned on Oct. 3, 2013.

The company has failed to provide any background information on the nominee.

This election will not take place through the voto di lista mechanism, as this is the appointment of one director only, and not of the whole board.

Analysis

LACK OF DISCLOSURE

Per the EU Directive on Shareholder Rights, which ISS supports, publicly listed companies should disclose details on proposals at least 30 days prior to the meeting. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate the candidates and, in the case of shareholders who will not be present at the meeting themselves, to submit voting instructions via a custodian bank.

According to the Italian legislative framework, when only one or few candidates need to be appointed either the board submits nominees in advance of the shareholder meeting or any shareholder can present candidates directly during the general meeting. The practice of the board's submitting candidates (excluding cases of board renewal) has become more and more common in the last couple of years in Italy. The lack of nominations from the board significantly disenfranchises shareholders voting by proxy.

CONCLUSION

ISS considers voting on director elections to be one of the most important decisions made by shareholders.

We believe that independent directors are most capable of making impartial decisions, taking into consideration first and foremost the rights and value of the company's shareholders. We also believe that it is of high importance to promote director independence on boards.

At the time this analysis was finalized, no proposed candidate has been presented. Institutional investors voting by proxy will not be able to make an informed decision on this item.

ISS encourages Italian companies to nominate candidates to individual director elections, unbundling the votes into separate items if more than one candidate is on the ballot. Furthermore, we recommend that shareholders contact the company's investor relations department directly and express their desire to receive details of proposals in advance of the meeting.




Extraordinary Business

Item 8. Eliminate the Par Value of Shares FOR

VOTE RECOMMENDATION

The proposal warrants a vote FOR because the company provided sufficient disclosure on the rationale as well as the implications of this proposal.

Discussion & Analysis

Under this item, shareholders are asked to approve the cancellation of the company share par value and to amend, consequently, articles 5 and 6 of the bylaws.

Pursuant to articles 2328 and 2346 of the Italian Civil Code, it is possible for Italian stock corporations to issue and have shares without a par value. In such case, the “implied” par value of the shares shall be represented by the ratio between the amount of the capital of the company and the number of outstanding shares.

The par value cancellation represents a means of administrative simplification for facilitating certain transactions with respect to the share capital.

Item 9. Authorize Capital Increase without Preemptive Rights to Service Conversion of Bonds Issued by Telecom Italia Finance SA FOR

VOTE RECOMMENDATION

This item warrants a vote FOR because the potential capital increase (16.29 percent over currently issued capital) is in line with market practice for issuances without preemptive rights.

We highlight, however, the investigations that are being currently carried out by the Italian market watchdog, and consequently flag this item as contentious.

Discussion

Management is seeking approval for the issuance of new shares to service the conversion of bonds up to a maximum amount of EUR 1.3 billion plus EUR 238.88 million interests. This authorization will be valid until Nov. 15, 2016.

Furthermore, the company is requesting the authorization to amend article 5 of its bylaws to reflect the changes in capital deriving from this item.


On Nov. 7, 2013, the board approved the issuance of equity-linked instruments by the subsidiary Telecom Italia Finance SpA ("Guaranteed Subordinated Mandatory Convertible Bonds due 2016 convertible into shares of Telecom Italia SpA"). The bond issuance was implemented and closed by the following day. Requests for subscription coming from current shareholders were given priority in the subscription process of this bond issuance. These bond notes pay 6.125-percent annual interests.

The rationale behind this bond issuance is to strengthen the company's asset value and provide the board with a flexible and quick means to face the company's short-term liquidity needs.

Please refer to Item 1 of this meeting agenda for more insight on the ongoing investigations regarding this bond issuance.

PRICING

Bonds could be converted into ordinary shares at a price comprised between EUR 0.6801 (company shares' market price on Nov. 8, 2013) and EUR 0.8331 (122.5 percent of the minimum price). Should this proposal not be



approved by shareholders, Telecom Italia Finance would be allowed to reimburse the bond-notes in cash (a premium would be paid in case of reimbursement before the natural expiration of the bond-notes, i.e. before Nov. 15, 2016).

According to the board of directors' report, these conversion prices correspond respectively to 116 percent and 142 percent of the market price registered by the company shares in recent times.

DILUTION

As the company does not state the maximum amount of shares that could be issued under this authorization, we take the market share price to determine the potential dilution attached to this proposal. Based on the company's capitalization on Dec. 3, 2013, the dilutive effect of this proposal would correspond to 16.29 percent.

Analysis

ISS guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Issuance authorities larger than 20 percent could lead to excessive cash calls on shareholders, requiring them to provide the funds to maintain their relative positions or accept substantial dilution.

However, we evaluate specific requests on a case-by-case basis and would approve capital increases in excess of the 20-percent threshold if they are justified by a sound rationale and in line with any legal requirements in terms of respect of minority shareholder rights.

CONCLUSION

In this case, the potential capital increase linked to the proposed capital increase (16.29 percent over currently issued capital) is in line with market practice for issuances without preemptive rights.

We highlight, however, the investigations that are being currently carried out by the Italian market watchdog, and consequently flag this item as contentious.



Equity Ownership Profile Type Votes per share Issued Common Equity 1.00 13,417,043,525 Saving Shares 0.00 6,026,120,661

Ownership - Common Equity % of Class

TELCO SPA 22.44

BLACKROCK INC. 5.13

FINDIM GROUP SA 5.00 Regulatory News Service as of: 29 Nov 2013

Additional Information

Meeting Location Viale Toscana n.2, Rozzano, Milan, Italy

Meeting Time 11:00

Security IDs T92778108(CINS), T9277N121(CINS)



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Documents

ISS PROXY ADVISORY SERVICES Telecom Italia SpADec 20, 2013 · The shareholder agreement is valid until Feb. 28, 2015. Telco financial position On Feb. 20, 2013, Telco, holding TI