TIM: exchange offers on some Outstanding notes kick off...

Each of TIM S.p.A ("TIM"), Telecom Italia Finance ("TIF") and Telecom Italia Capital ("TICAP"), (together the "Issuers" and each, an "Issuer") today announced that it has commenced an invitation to holders to offer to exchange (the "EUR TIM Exchange Offers", the "EUR TIF Exchange Offer" and the "USD Exchange Offers" respectively and, collectively, the "Exchange Offers" and each, an "Exchange Offer") up to €5.0 billion in aggregate principal amount of their respective securities listed below (the "Original Notes") for an equal aggregate principal amount of new securities listed below (the "New Notes"), as further described in the exchange offer memorandum dated the date hereof with respect to the EUR TIM Exchange Offers (the "EUR TIM Exchange Offer Memorandum"), the exchange offer memorandum dated the date hereof with respect to the EUR TIF Exchange Offer (the "EUR TIF Exchange Offer Memorandum") and the exchange offer memorandum with respect to the USD Exchange Offers dated the date hereof (the "USD Exchange Offer Memorandum and, collectively, the "Exchange Offer Memoranda" and each, an "Exchange Offer Memorandum").

The New Notes will have substantially the same terms as the terms of the corresponding series of the Original Notes, including maturity, interest rate, interest payment dates and restrictive covenants and except for provisions relating to the Acquisition Exchange (as defined below) and minimum denomination provisions, as applicable, as further described in each Exchange Offer Memorandum.

Pursuant to the transaction agreement (the "Transaction Agreement") dated November 6, 2023, among inter alios, TIM as seller and Optics as purchaser in respect of the sale of TIM's entire stake in FiberCop S.p.A (the "Acquisition" and "FiberCop", which, following the contribution of certain personnel, assets, rights, liabilities and agreements relating to the network assets and laying infrastructure currently held by TIM at closing of the Acquisition, will be referred to as "NetCo"), if the Acquisition is completed by October 15 2024 (or any further date agreed prior to the then current longstop date between TIM and Optics BidCo S.p.A. ("Optics"), the "Longstop Date"), the relevant series of New Notes will be mandatorily exchanged without the need for further action by the relevant holders (the "Acquisition Exchange") for an equal aggregate principal amount of the corresponding series of notes to be issued by Optics (the "Optics Notes"). If the Acquisition will not be consummated on or before the Longstop Date, then the New Notes will remain outstanding as a separate series not fungible with the corresponding series of Original Notes not validly tendered or otherwise accepted by each Issuer as part of the Exchange Offers.

The terms of each series of the Optics Notes will be substantially the same as the terms of the corresponding series of the New Notes, including maturity, interest rate, interest payment dates and other material terms, except for the provisions relating to them being secured and certain other provisions as set forth in the relevant description and conditions, as the case may be, of such Optics Notes included in the relevant Exchange Offer Memorandum.

The Exchange Offers are being made solely pursuant to the Exchange Offer Memoranda, each of which more fully sets forth (i) the terms and conditions of the relevant Exchange Offer, (ii) additional information about the terms of the relevant Exchange Offer, (iii) procedures related to the exchange of the Original Notes in the Exchange Offers and (iv) certain conditions to the Exchange Offers. Each Exchange Offer Memorandum contains important information that should be read carefully before any decision is made with respect to the relevant Exchange Offer.

Copies of the Exchange Offer Memoranda can be obtained by eligible holders of the Original Notes from the Exchange and Information Agent at the telephone number and address below.