Telecom Italia S p A : Exchange offer / Tender offer

TIM S.p.A.

MANDATORY ACQUISITION EXCHANGE NOTICE

to the holders of the outstanding

€375,000,000 2.875% Notes due January 28, 2026 (ISIN XS2798883240, Common Code 279888324)

(the "EUR New January 2026 Notes")

€322,003,000 3.625% Notes due May 25, 2026 (ISIN XS2798883323, Common Code 279888332)

(the "EUR New May 2026 Notes")

€507,715,000 2.375% Notes due October 12, 2027 (ISIN XS2798883679, Common Code 279888367)

(the "EUR New October 2027 Notes")

€625,000,000 6.875% Notes due February 15, 2028 (ISIN XS2798883752, Common Code 279888375)

(the "EUR New February 2028 Notes")

€750,000,000 7.875% Notes due July 31, 2028 (ISIN XS2798884057, Common Code 279888405)

(the "EUR New July 2028 Notes")

€500,820,000 1.625% Notes due January 18, 2029 (ISIN XS2798884131, Common Code 279888413)

(the "EUR New January 2029 Notes")

€230,000,000 5.25% Notes due March 17, 2055 (ISIN XS2798884560, Common Code 279888456)

(the "EUR New March 2055 Notes" and collectively the "EUR TIM New Notes" and each a "Series of EUR

TIM New Notes")

each issued by TIM S.p.A. (the "Issuer")

Reference is made to (a) the trust deed, dated as of May 8, 2024, between, inter alios, TIM S.p.A., as issuer (the "Issuer") and BNY Mellon Corporate Trustee Services Limited, as trustee (the "Trustee") governing the Issuer's EUR TIM New Notes (as amended and supplemented from time to time, the "Trust Deed") and

1. the terms and conditions of each Series of EUR TIM New Notes set out in Schedule 4 to the Trust Deed (the "Conditions").

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the relevant Conditions, as applicable.

NOTICE IS HEREBY GIVEN to the holders of each Series of EUR TIM New Notes (the "Noteholders" and each a "Noteholder") that, pursuant to Condition 11 (The Exchange) of the terms and conditions of each Series of EUR TIM New Notes, on the Acquisition Closing Date, each Series of the EUR TIM New Notes will be mandatorily exchanged for an equal aggregate principal amount of the corresponding Series of EUR Optics (TIM) Notes to be issued by Optics Bidco S.p.A. ("Optics") upon consummation of the EUR Acquisition Exchange. The Issuer will pay accrued and unpaid interest, if any, up to (but excluding) the Acquisition Closing Date on the relevant Series of EUR TIM New Notes on the Acquisition Closing Date to the Noteholders of record at the close of business on June 28, 2024, being the business day immediately preceding the Acquisition Closing Date (the "Record Date").

TIM S.p.A.	1
Sede legale: Via Gaetano Negri, 1 - 20123 Milano	Codice Fiscale/P. IVA e Iscrizione al Registro delle Imprese
Sede secondaria e Direzione Generale: Corso d'Italia, 41 - 00198 Roma	di Milano: 00488410010
Casella PEC: [e-mail]	Iscrizione al Registro A.E.E. IT08020000000799
	Capitale Sociale € 11.677.002.855,10 interamente versato

On the Acquisition Closing Date, the Noteholders of each Series of EUR TIM New Notes as of the Record Date will receive an equal aggregate principal amount of the corresponding Series of EUR Optics (TIM) Notes, as detailed below:

1. In the case of EUR New January 2026 Notes, €375,000,000 2.875% Notes due January 28, 2026 (ISIN XS2804499973, Common Code 280449997) (the "EUR Optics January 2026 Notes");
2. In the case of EUR New May 2026 Notes, €322,003,000 3.625% Notes due May 25, 2026 (ISIN XS2804500069, Common Code 280450006) (the "EUR Optics May 2026 Notes");
3. In the case of EUR New October 2027 Notes, €507,715,000 2.375% Notes due October 12, 2027 (ISIN XS2804500226, Common Code 280450022) (the "EUR Optics October 2027 Notes");
4. In the case of EUR New February 2028 Notes, €625,000,000 6.875% Notes due February 15, 2028 (ISIN XS2804500572, Common Code 280450057) (the "EUR Optics February 2028 Notes");
5. In the case of EUR New July 2028 Notes €750,000,000 7.875% Notes due July 31, 2028 (ISIN XS2804500812, Common Code 280450081) (the "EUR Optics July 2028 Notes");
6. In the case of EUR New January 2029 Notes, €500,820,000 1.625% Notes due January 18, 2029 (ISIN XS2804501208, Common Code 280450120) (the "EUR Optics January 2029 Notes"); and
7. In the case of EUR New March 2055 Notes, €230,000,000 5.25% Notes due March 17, 2055 (ISIN XS2804502511, Common Code 280450251) (the "EUR Optics March 2055 Notes" and collectively the "EUR Optics (TIM) Notes" and each a "Series of EUR Optics (TIM) Notes").

On the Acquisition Closing Date, upon consummation of the EUR Acquisition Exchange and pursuant to Condition 11.1 of the terms and conditions of each Series of EUR TIM New Notes, the EUR TIM New Notes will be delivered to the Paying Agent for cancellation.

The Acquisition Closing Date is currently expected to occur on July 1, 2024. The Issuer shall notify the Noteholders in accordance with the terms and conditions of each series of the EUR TIM New Notes if the Acquisition Closing Date is to be amended.

This Notice is delivered by:

The Issuer:

TIM S.p.A.

Via Gaetano Negri, 1

20123 Milan

Italy

Dated: June 24, 2024

This notice constitutes a public disclosure of inside information by TIM S.p.A., under Regulation (EU) 596/2014 (16 April 2014).

TIM S.p.A.	2
Sede legale: Via Gaetano Negri, 1 - 20123 Milano	Codice Fiscale/P. IVA e Iscrizione al Registro delle Imprese
Sede secondaria e Direzione Generale: Corso d'Italia, 41 - 00198 Roma	di Milano: 00488410010
Casella PEC: [e-mail]	Iscrizione al Registro A.E.E. IT08020000000799
	Capitale Sociale € 11.677.002.855,10 interamente versato