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Telecom Italia Rsp

Investor Presentation Jul 7, 2022

4448_iss_2022-07-07_ef1656de-2e0d-454d-9166-b78f350ca5db.pdf

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CAPITAL MARKET DAY 7 JULY 2022

Disclaimer

This presentation (the "Presentation") provides an overview of a project, currently under evaluation, aimed at the rationalisation of the TIM Group through the creation of four separate units with different industrial focus and economics (the "Project"). This Presentation comprises the attached slides and any materials distributed at, or in connection with, the Presentation.

The Presentation and the information, statements and opinions contained herein have been prepared by TIM's management for information and illustration purposes only, in connection with TIM's Capital Market Day of 7 July 2022, and have not been independently verified by any third party. The following applies to the Presentation, the oral presentation and any question and answer session that follows the oral presentation. The Presentation is purely indicative in nature and may not be relied upon unless expressly agreed in writing with the TIM S.p.A. ("TIM" or the "Company").

There is no certainty that the Project, or any of the transactions contemplated hereby, will be actually pursued and completed by TIM, whether as described in this Presentation or otherwise and even the actual likelihood any of the transaction herein provided and/or the Project be pursued shall depend on a variety of circumstances which only in part may be foreseen. The distribution of this Presentation shall not be taken as a form of any commitment to on the part of TIM to proceed with any transaction.

Unless otherwise indicated, the Presentation presents managerial information with respect to the Company as of the date hereof. The Presentation includes certain statements, estimates and projections provided by TIM with respect to its management's subjective views and elaborations of the anticipated future performance of the Company's business or a portion thereof and/or behaviour of third parties which may also affect financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, and statements regarding future performance. Such information and statements are subject to various risks and uncertainties (many of which are difficult to predict), that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements herein. Such statements, estimates and projections were elaborated - on the basis of the information available at the date of the Presentation - and reflect various assumptions by the management of TIM concerning anticipated results, which assumptions may or may not prove to be correct. Statements, estimates and projections are unaudited and cannot be regarded as forecasts. In particular, the financial results of the TIM Group contained in the Presentation are prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and endorsed by the EU (designated as "IFRS"). The accounting policies and consolidation principles are the same as those adopted in the TIM Group Annual Audited Consolidated Financial Statements as of 31 December 2021, to which reference can be made, except for the amendments to the standards issued by IASB and adopted starting from 1 January, 2022. Such financial results are unaudited. The TIM Group, in addition to the conventional financial performance measures established by IFRS, uses certain Alternative Performance Measures for the purposes of enabling a better understanding of the performance of operations and the financial position of the TIM Group. In particular, such alternative performance measures include: EBITDA, EBIT, Organic change and impact of non-recurring items on revenue, EBITDA and EBIT; EBITDA margin and EBIT margin; net financial debt (carrying and adjusted amount) and Equity Free Cash Flow. Moreover, following the adoption of IFRS 16, the TIM Group uses the following additional alternative performance indicators: EBITDA After Lease ("EBITDA-AL"), Adjusted Net Financial Debt After Lease and Equity Free Cash Flow After Lease. Such alternative performance measures are unaudited.

There can be no assurance that the TIM management's views or assumptions are accurate or that management's projections and forward-looking statements will be realized, in whole or in part. Industry experts may disagree with these assumptions and with the TIM management's view of the market and the prospects for the Company. The actual results may vary from the anticipated results and such variations may be material. Furthermore, alternative modelling techniques, evaluation criteria or assumptions might produce significantly different results and prove to be more appropriate.

The information contained in the Presentation should not be viewed as complete and exhaustive, and the accuracy of the information can in no way be guaranteed. The information contained herein does not purport to contain all of the information that may be material, or that a party may need or desire to analyse or evaluate the Project or for any other purposes.

Nothing contained in the Presentation is, or shall be, relied upon as a promise or representation as to the past or future performance of the Company or of any other entity. No representations or warranties (nor projections which can be relied upon), express or implied, are made hereby by TIM or any other party (including, but not limited to, TIM's subsidiaries or affiliates and any of its and their respective directors, auditors, managers, employees, advisors, agents and other representatives), and any and all representations and/or warranties are hereby expressly disclaimed, as to the fairness, accuracy, completeness or correctness of any information, statements, opinions, estimates or projections included herein, or as to the reasonableness of the assumptions on which any of the same is based. This Presentation speaks as at the date hereof, and the information contained herein is provided as at the date of this Presentation. TIM shall have no obligation to update, supplement or correct any such information, except to the extent required by applicable law. Without prejudice to the above, TIM reserves the right to amend or replace the Presentation, in whole or in part, at any time, and undertake no obligation to provide any party with any additional information, or to correct any inaccuracies which may become apparent in the Presentation.

TIM, including its subsidiaries, affiliates, and their respective directors, officers, employees, advisors, agents and other representatives expressly disclaims any and all liability relating to or resulting from the use of the Presentation, reliance on the information contained herein, or the distribution or possession of the Presentation, including without limitation, any market analysis and financial projections that may be contained herein or provided in connection herewith, by any of the recipients or their affiliates or any of their respective directors, officers, employees, advisors, agents or other representatives.

Taking also into account the degree of development of the Project, the Presentation is not intended to form the basis of (and/or influence by any means) any investment decision, nor to recommend any course of action to any party whatsoever. The Presentation, and the information contained herein, has a merely informative and provisional nature, and shall not be considered as tax, accounting or legal advice, nor do they constitute or form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase TIM's shares or securities, or any of the securities businesses or assets described herein, or an offer of financing or an offer or recommendation to enter into, approve or support, any transaction (including the Project and/or any of the transactions contemplated hereby).

Furthermore, the distribution or possession of this Presentation in certain jurisdictions may be restricted by applicable law or regulations. Recipients are required to inform themselves about, and to comply with, any such restrictions. Neither TIM, nor any of their subsidiaries, affiliates, and their respective directors, officers, employees, advisors, agents and other representatives, accept any liability to any person whatsoever in relation to the distribution or possession of this Presentation in any jurisdiction. The Presentation does not constitute an advertisement, an offer, or a solicitation of an offer, to purchase or subscribe for any shares or other securities of the Company, or related financial instruments, in any Country (including, but not limited to, the United States, Australia, Canada and Japan), nor shall this Presentation or any part of it form the basis of, or be relied upon in connection with, any contract or any commitment or investment decision. Neither this Presentation, nor any part of it, has been approved by Consob, Borsa Italiana S.p.A. or by any other authority.

By attending the meeting where this Presentation is made, by reading the presentation slides or by accessing and/or accepting delivery of this Presentation, you agree to be bound by the foregoing limitations and restrictions The Presentation cannot be reproduced in any form, further distributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

The new TIM: unlocking hidden value Key messages we want to convey today

Beyond vertical
integration

Reiterate reasons why unprecedented value-accretive actions are required leading to the
creation of 4 separate entities with different industrial focus and economics
The new TIM
NetCo
ServiceCo
TIM Enterprise
TIM Consumer
TIM Brasil

Explain why each entity can achieve better results on a stand-alone basis by outlining:
Market context

Strategic priorities

Perimeter

Medium-long term financial trends and KPIs
Capital structure
and Plan execution
highlights

Confirm strong commitment to reduce leverage and maintain a sustainable capital
structure

Share different
strategic M&A options to create value for all stakeholders and update on
execution

Relentless effort on day-to-day operations

The path to a higher value: setting the scene

Beyond vertical integration

To extract the highest value in the M-L term, entities coexisting in TIM would better off being managed separately

NetCo
long-term value story
TIM Enterprise
strong growth ahead
TIM Consumer
fighting in crowded
fixed and mobile
TIM Brasil
top performance
and growth
The 1st
European wholesale only
player with pervasive footprint
Unique integrated ICT provider
serving Top Corporations & PA
The market leader for premium and
customer centric solutions
The next generation Telco
Defend & execute Attack Turnaround Grow
The separation would bring key benefits, ensuring life term assets valorisation and debt sustainability

Stronger business focus
partnerships/aggregations easier
Business & strategic

Strategic options for the four entities

Possibility to identify and fix potential inefficiencies

Network company
dedicated infra perimeter
makes
Regulatory
Network company could be freed from cost

Retail would enjoy regulatory relief (elimination of
if it becomes "wholesale-only"(2)
orientation
,
current replicability rules)
promoting fiber
investment, migration and
decommissioning
Financial
Better capital allocation

Better visibility
on group assets and attractiveness

Improved risk profile/return on capital
private money

Regaining financial flexibility

The new TIM - Clearly identified domestic perimeter

ServiceCo NetCo
TIM Consumer TIM Enterprise Wholesale
Commercial Brands and legal entities
& Legal Target markets Consumer & Small
Medium Enterprises
Large corporates &
Public Administrations
National and International
Wholesale
Secondary & Cabinets Selected fibers IRU (2)
Primary Selected fibers IRU (1) Selected fibers IRU (2) Ducts / mini-ducts & fibers
Access Edge
Network Access Electronics & Central Office HW Distr. Frame/ DSLAMs / OLT
FTTC
Real Estate & building systems
Junction and Backbone Fibers Selected fibers IRU (3) Selected fibers IRU (3)
Backbone Backbone/Transport HW & Platforms
DC / Service Platforms Consumer Platforms Enterprise Platforms
Platforms Data Centers (Noovle)
Mobile Network (4) Full MVNO-like services
Mobile Mobile Service Platforms (4)
Frequencies

(1) For mobile backhauling (2) Preserve ServiceCo offering differentiation/ competitiveness for enterprise segments (3) May guarantee ServiceCo competitiveness (4) Minimum fiber backbone required to offer Enterprise most important products/services with autonomy

Capital Market Day July 7 th 2022 8

NetCo - Market context: room for improvement, with broadband market still underpenetrated and change in mix towards ultrabroadband

(1) Million lines, source AGCOM and internal elaborations on Analysis Mason's estimates (2) Households with a fixed broadband subscription on total households, Eurostat, 2021. FTTH/B data source: FTTH Council, May '22 (data as of Sep. '21) (3) Equal to 20% take up rate (calculated on tot. HHs passed with FTTH) (4) Internal estimates (5) Fiber roll-out in National Recovery and Resilience Plan (NRRP) initiatives to be completed by 2026

Capital Market Day July 7 th 2022 10

NetCo - The largest UBB infrastructure in the country, successfully upgrading access network through FiberCop

CB, coverage & assets Unparalleled execution capabilities (1)

NetCo - A long-term value story standalone

(1) Including intercompany (2) "Fair and reasonable pricing", as per Art.80 of the EU Communication Code, not included (3) EBITDA After Lease slightly lower vs indicative figure published in "FY'21 Results & 2022-2024 Plan update" presentation due to change in personnel perimeter (4) CAPEX net of license. Capex contribution from National Recovery and Resilience Plan not included (5) National Recovery and Resilience Plan (6) Full Time Equivalents EoY

TIM Enterprise - Sizable market, fast-growing & profitable ICT space

Addressable by TIM Enterprise (2) Total market

  • Market growth driven by Cloud, IoT and Security, Connectivity progressively evolving towards software-based solutions
  • Further acceleration from increasing need for tailored e2e ICT solutions, PA cloud-first strategy and massive tenders on-going

(1) Cloud incl. IaaS, SaaS, PaaS, Colocation, Migration, MS for Cloud; Security incl. products, consulting services, MS, implementation & HW support; IoT incl. applications, HW and installation; Other IT incl. all other IT services (e.g. system integration), software, hardware (2) Based on estimated % of Large and PA entities on total business segment; for IoT based on value of addressed verticals (i.e. Industrial, Smart Agriculture, Urban, eHealth, Merchant)

th 2022 14

TIM Enterprise - Unparalleled starting point and unique right-to-win

Leading client portfolio and complete e2e ICT offering Unique assets & network infrastructure
Clear leadership in Large
Enterprises segment, unique
positioning in PA
Complete end-to-end offering,
unparalleled in the market
The only network infrastructure ICT player in Italy,
with a unique and superior assets base
2021 figures
Connectivity
IT
Large
~10k
~40%
~10%
Enterprises
~3
years
avg. duration of contracts,
with length and value increasing as
offering expands towards IT

Guaranteed participation

Proprietary backbone in strategic
in tenders requiring
areas, with 45k+ dedicated customer
owned backbone
fiber
lines

Low industrial costs/ high
Public
~25k
~50%
~15%
Administration
(1)
# of clients
Market shares
>20 years
of continued relationship
on average for top 10 clients
competitiveness

Light cost structure

Own mobile core network
with
an
guaranteeing
MVNO agreement(2)
competitiveness
Superior go-to-market capabilities Leading DCs infrastructure in Italian market
Superior go-to-market
to push offering across the whole
customer base
Strong strategic partnerships,
Data Center
Direct property of 16 DCs (50k sqm,
100MW fast growing), of which 7 with
Service Center
~1k Sales generating €3m+ of
yearly service revenues each
~0.5k Pre-sales with deep
industry knowledge / solution
specific know-how
offering best in class technologies
and joint go-to-market while being
key tenants on TIM Enterprise DCs
Rating-4 and 5 with Rating-3 (3)

Largest DCs footprint vs.
competitors (4)

(1) Source: Gartner, IDC, BCG analysis, TIM data (2) MVNO agreement with TIM Consumer (3) According to ANSI-TIA certification. Remaining 4 DC sites currently with no certification due to small dimensions (4) Op.#1 4 sites (100MW), Op.#2 1 site (60MW), Op.#3 4 sites (40MW), Op.#4 5 sites (30MW). Source: Datacentermap, Omdia, company websites

TIM Enterprise - More than just a "sum-of-parts", new integrated model unlocking full value creation potential

From current Enterprise & Factories model

…to new integrated model, larger than just a "sum-of-the-parts"…

x Fragmented offering across factories

  • x Complex interaction of sales / pre-sales to propose crossoffering proposition
  • x Clients unable to recognize portfolio variety and depth
  • x Complexity in end-to-end assurance model
  • x Some duplication / limited synergies across the various BUs

End-to-end Connectivity, Cloud, Security and IoT integrated offering

  • Integrated and clear end-to-end proposition, for all customer needs, unique in B2B market
  • Integrated sales / pre-sales incentivized to propose full potential offering, driving cross-selling
  • Scaled up/ industrialized approach, leveraging integrated competences and capabilities, plus owned infrastructure
  • ✓ Increased level of synergies and efficiencies also through portfolio simplification and R&D focus

TIM Enterprise - Strong growth ahead

Steady topline growth above market (4% CAGR '21-'30), with change in revenue mix

Strong marginality and cash conversion after initial carveout/business set-up, driven by scale, optimized operating model and high focus on proprietary products / expansion towards Managed and Professional services

Potential upsides not factored in plan

  • Public safety tender and NRRP(4) additional opportunities
  • Expanding collaboration with Cloud Service Providers
  • Expansion on medium segment / reselling of proprietary off-theshelf products

(1) Including intercompany (2) EBITDA After Lease (3) Organic CAPEX net of license and excluding one off investments of €220m cumulated in 2023-'26 for IT system, backbone and mobile core network key components rebuild (4) National Recovery and Resilience Plan

TIM Enterprise - Evolutionary steps to accelerate revenue growth

TIM Enterprise BU creation

TIM Enterprise full go-to-market

Foundation

6 months

Separate business unit, with integrated operating model and clear interfaces vs broader TIM Group

  • Clear carve-out roadmap and target corporate structure
  • Optimized product portfolio, with clear make vs buy choices, and integrated goto-market approach
  • Updated target operating model, including vs broader TIM Group ("intercompany")
  • Confirmed perimeter and execution roadmap for fixed & mobile assets and IT systems
  • Detailed people plan

Evolution

18-24 months

Standalone company, with owned infrastructure and best-in-class ICT competences and go-to-market

  • Standalone legal entity with key assets transferred
  • Commercial acceleration: push on proprietary products, integrated account plans and strengthened relationship with partners
  • New target operating model fully in place
  • Backbone & mobile core network rebuilt and fully operational
  • Strong push on hirings to build IT capabilities and change in capability mix

Acceleration & growth

Steady state

≥€3.5bn at end of 2025

Best-in-class ICT company, reference player in the Italian market and beyond

  • Sustained growth driven by selected new projects and opportunities in all segments, jointly with full development of new skills, new tech practices allowing to maintain a competitive position
  • Continuous improvement of commercial capabilities
  • Optimized cash conversion and CAPEX ROI
  • Completion of IT full-stack transformation and progressive expansion of network infrastructure

TIM Consumer - Market context: crowded fixed and mobile, room for growth

Market context is challenging…

EBITDA-CAPEX from €10bn in '11 to €1.5bn in '21

  • Highly competitive environment: Fixed growing but still highly competitive, Mobile stabilizing but still at low ARPU
  • Growing Data traffic volumes expected to stretch network capacity
  • Spectrum costs for 5G frequencies among the highest in EU

….but rising opportunities set the ground for growth

  • ✓ Increase in UBB footprint driving growth of fixed market (33% HHs mobile-only vs. 7.5% avg. excluding Italy)
  • Growing bandwidth and low latency demand, with 5G enabling a strengthening of network capacity
  • Sharing of network infrastructures to optimize investments and reduce run costs while improving service levels
  • In-market consolidation / asset separation to secure future market sustainability

NRRP(2) to further support 5G coverage expansion and take-up ✓ All lots assigned to TIM consortium (3)

TIM Consumer - Turnaround a sustainable value creation

Fix the core Build the future

Reposition towards premium / high reliability operator, digital with a "human touch"

  • Premium brand positioning, also through targeted and digital communication
  • Service level as key differentiation element
  • Price-up to strengthen valorization

Turnaround sales channels and fix execution

  • Sales excellence
  • Channel mix modernization, shift to digital

Introduce new CVM(1) capabilities

  • Data-driven CVM, focused on CB valorization
  • Best quality customer services

Transform digital services for economic sustainability

  • Turnaround of content strategy
  • Turnkey ICT solutions for SMB
  • Customer platform

Restructure operating model towards efficiency

  • Channels turnaround
  • Organizational restructuring / right-sizing
  • Smart Capex, ROIC-driven

TIM Consumer - Revenue stabilization and cost optimization

Capital Market Day July 7 th 2022 22

TIM Consumer – A turnaround story

Included in the plan

  • Commercial and operative transformation
  • TIM content transformation for Consumer
  • ICT offering evolution for SMB
  • Active sharing agreement on mobile

Potential upsides - not included in the plan

  • New regulation on power limits and 5G tender
  • New ecosystem of digital services
  • Further in-market consolidation and / or asset separations

TIM Consumer - Execution roadmap

Restructuring

6 months

Set-up transformation machine and 1st wave of cash-oriented initiatives

  • Brand repositioning and pricing / portfolio redesign
  • Turnaround of content
  • Sales excellence program
  • New organizational structure
  • Mobile network active sharing
  • CAPEX and IT demand optimization

(EBITDA AL – CAPEX) as percentage on revenues

Turnaround

12-18 months

Execute structural turnaround initiatives

  • Service quality optimization
  • Customer Value Management
  • Channels transformation
  • Caring turnaround
  • Organizational right-sizing
  • Industrialization of ICT for SMB

From 0% to 5%

(EBITDA AL – CAPEX) as percentage on revenues

Sustainable growth

2024 onwards

Scale turnaround initiatives and secure sustainable growth

  • Valorization beyond core
  • Scale-up of Customer Value Management and channels transformation
  • Transformation of IT systems

From 5% to 10%+ (EBITDA AL – CAPEX) as percentage on revenues

TIM Brasil - The most profitable company in LatAM TLC space

(1) Source: Companies' disclosures (2) Source: Bloomberg, FCF yield based on 31/12/2021 Equity Value (3) Consensus TIM @ 22 June 2022 (considering only data from analysts that have already included Oi in their models) (4) Enterprise Value derived from consensus

TIM Brasil - Set to become the next generation telco, with a clear path to value

Strengthening the core to generate cash flow… …in order to accelerate growth
beyond connectivity
Become the best
mobile operator
in Brazil
Accelerate growth
through the new asset light model
Scale-up presence
in the B2B/IOT tech arena
Expand partnerships
and evolve strategy
1.
Best offer: innovation as a core
differentiator
2.
Best service: a long journey
towards customer experience
excellence
3.
Best network: become the winner
in network quality race
1.
Massive FTTC to FTTH migration
to maximize customer experience
and profitability while
accelerating footprint expansion
2.
Enhance value proposition and
launch convergence play with
better trade-off between volume
and value
Towards becoming a full vertical
orchestrator
1.
Select use case verticals
2.
Partner with industry leaders
3.
Create a strong ecosystem to
expand presence in the solution
and services layer
High value generation through
partnerships with potential unicorns

New revenue streams + equity
value generation

Innovative positioning & distinctive
value proposition
7
2
MOBILE
-'
1
1.5x
2
revenue growth
0
2
BROADBAND
2-3x
revenue growth
B2B/IOT
10x
revenue growth
+equity monetization
CONSUMER PLATFORM
2.5x
revenue growth
+equity monetization

…and deliver superior and sustainable value to shareholders…

(~R\$ 2bn announced dividend in 2022 vs. R\$ 1.1bn in '21)

TIM Brasil - Enhanced value creation from improvement in all metrics

Revenues Growth Acceleration
From Mid single To High single
CAGR 21-27
EBITDA Growth Acceleration
Improved Capex on Revenues
From Mid Single To Low Double
From Mid-twenties To Mid-teens
CAGR 21-24
2021 to 2030
NET SERVICE REVENUES EBITDA –
Capex on Revenues
From Mid-Twenties To Above 30s
2021 to 2027
Capturing
value from Oi
+
Exploiting 5G
growth
opportunities
Organic &
inorganic
growth
opportunities
in FTTH
Increase
B2B/IOT
verticals
growth
Extracting
value from
customer
platform
partnerships
EBITDA-CAPEX / NET
2027
REVENUES
2024
%
2022
2021
%
%
%
~29%
~24%

Full benefit from Oi

Phase-out of the

Contribution from Oi
acquired spectrum
impact of Oi TSA(2)

I-Systems impact
and other
Oi TSA(2) and other
x
and integration
transaction benefits
x
Dilution of 5G
integration costs

Initial 5G payback
x
Impact from initial
deployment
CAPITAL
REQUIRED(1)
GROWTH
Moderate to
relevant
Moderate to
relevant
Low to
moderate
Minimum 5G deployment
Shareholder Remuneration
POTENTIAL
RISK
High
Low to
moderate
High
Moderate
High
Medium
Disproportionate
High
2x in 2022
Dividends and Interest on Equity

TIM Brasil - Maintaining a healthy leverage position after OI closing, rapidly deleveraging afterwards. Value from the deal >2x the amount paid

OI DEAL VALUE DRIVERS

1 COMMERCIAL DRIVERS 2 INFRASTRUCTURE DRIVERS 3 ADDITIONAL UPSIDES



Increased scale and fixed cost dilution
Migration to more sustainable churn levels
Shift in competitive dynamics: customer
experience as a key differentiator
Creation of new revenue opportunities

Network CAPEX and OPEX savings from
additional spectrum availability
Relevant site overlap allowing for significant
OPEX/leasing synergies


Tax Effects
Accelerated site decommissioning
Additional equity stakes in partners coming
from the Customer Platform strategy (not
quantified)

The new TIM, not a holding company

All preparatory activities ongoing

Delayering Plan - Strengthening TIM's capital structure

(1) Includes 5G spectrum in Italy (€1.7bn) and Brazil (€0.4bn), Oi acquisition (€1.1bn), DAZN payment (€0.3bn) and substitute tax (€0.2bn) based on the Plan's exchange rate assumption

Capital Market Day July 7 th 2022 33

Delayering Plan - Strengthening TIM's capital structure

  • TIM will no longer be vertically integrated
  • Deleverage achieved either through (i) deconsolidation of debt and (ii) cash proceeds from M&A transactions (e.g. NetCo, minority stake in TIM Enterprise, residual stake in Inwit)
  • TIM has flexibility to structure M&A transactions in a manner that achieves its objectives
  • Confidential M&A negotiations ongoing – amount of cash-in will depend on the outcome of the negotiations

Vertical dis-integration to accelerate deleverage

  • "Combination"(2) with Open Fiber remains the priority / preferred option in order to unlock sizable synergies and allow full valorization of TIM's infrastructure network…
  • … but only if executed at attractive terms to both equity / debt holders
  • Should the transaction not be finalized alternative options might include, among others:
  • Potential disposal to private market investors, given the proven appetite currently showed for the asset class
  • "Structural" separation

1

Independently from vertical dis-integration, we still have options for a sustainable capital structure

In any potential M&A structure, a key objective of the Delayering Plan will be the reduction in leverage and strong commitment to improve rating profile

  • One of TIM's key objectives for the Delayering Plan is to improve Group's leverage and credit metrics
  • TIM currently benefits from a strong liquidity position, sufficient to cover any maturities until 2024 – this will allow ample time to complete the contemplated strategic transactions without having to refinance maturities before a transaction structure is decided
  • Considerable structuring work on the current capital structure has been completed to ensure all envisaged transaction structures can be implemented in an efficient way and with an improvement in the leverage profile
  • Network – Envisaged liability management actions for debt allocation, if any, will be decided once there is full visibility on the final structure / final negotiation of the M&A transactions

Key Pillars Rating Considerations

  • Before committing to any transaction, TIM intends to pursue a full rating assessment
  • Following the execution of the Delayering Plan, TIM targets a solid and sustainable capital structure, resulting in ratings (e.g., for ServiceCo) which are robust and not lower than current ratings
  • TIM will optimise its de-leveraging and structuring solutions to achieve its objectives such that the interest of TIM debtholders are preserved

Delayering Plan - Execution will take ~15-18 months given the extraordinary nature and complexity of the transaction

  • TIM is focused on identifying NetCo "path" to vertical dis-integration by YE '22, in parallel with the assessment of other strategic options
  • Execution (including regulatory / corporate approvals) will take ~15-18 months
  • TIM is committed to accelerate delayering plan's execution

Closing remarks

  • Delayering TIM is an unprecedented opportunity to unleash the strengths hidden in the integrated model
  • Running a well-balanced portfolio of distinct entities with different characteristics and at different level of maturity
  • Identified a clear tailor-made strategy for each entity
  • Focus will be on execution
  • Strong commitment to reduce leverage and improve rating profile
  • Different options ensure the necessary flexibility vis-à-vis the status quo

NetCo - Perimeter

Highlights on NetCo perimeter

  • Copper and fiber infrastructure from central office to client premises, with ServiceCo retaining selected primary fibers
  • Central offices and junction infrastructure, excluding backbone, IP transport and mobile infrastructure
  • All real estate assets except for data centers, commercial only spaces and ServiceCo-only offices

Glossary: AGW= Access Gateway; BTS= Base Transceiver Station; CNO= Optical Distribution Node; DSLAM= Digital Subscriber Line Access Multiplexer; EVDSL= Enhanced Very-high-bit-rate Digital Subscriber Line; IRU= Indefeasible right of use; OAO= Other Authorized Operators; OLT= Optical Line Terminal; ONT= Optical Network Termination; OPB= Optical Packet Backbone; OPM= Optical Packet Metro; OTB= Optical Termination Box; POP= Point of Presence; PSTN= Public Switched Telephone Network; Switching SL =Switching "Stadio di Linea"

NetCo - Key services between NetCo and ServiceCo

(1) ISO-CSP service purchase, ADSL via interconnection to DSLAM, UBB via VULA purchase over FTTx networks (VULA C, VULA H), business fiber connections or backhauling of SRBs through access fiber purchase beyond those in IRU at carve out (2) Over time NetCo will rebuild its own backbone (2) At start-up

TIM Enterprise - Complete end-to-end ICT offering, unparallel in the market

xx% Marginality observed in the market (defined as Revenues minus direct costs, incl. OPEX contribution)

Capital Market Day July 7 th 2022 43

TIM Enterprise - Operating model

  • Centralized corporate sales / account management: single point of contact to engage with customers in order to better identify needs and explore opportunities
  • Integrated marketing and solution development, by industry and top clients
  • Specialized pre-sales: product-focused pre-sales specialists supporting account managers during sales process
  • Vertical product management: product-focused business and technical requirement identification to steer competence center development
  • Integrated delivery project management: specialized PMs for project delivery coordination
  • Vertical delivery specialists: product-focused experts responsible for single product delivery
  • Integrated R&D to setup common standards and methodology
  • Product-specific competence centers to develop internal IP from product management inputs
  • Integrated technical practices for management of key partners' technology solutions
  • Integrated managed services for infrastructures
  • Vertical application managed services (product-specific)
  • Integrated operations & assurance in charge of post-sales services, assurance & maintenance

For further questions please contact the IR team

(+39) 06 3688 2500

Investor\[email protected]

www.gruppotim.it

www.twitter.com/TIMNewsroom

www.slideshare.net/telecomitaliacorporate

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