13D Filing: Vivendi and Telecom Italia S P A New (NYSE:TI)

Page 3 of 7 – SEC Filing


This Amendment No. 13 (this Amendment) amends and supplements the Schedule 13D
filed on July 1, 2015 (the Original Filing), as amended by Amendment No. 1 filed on October 5, 2015 (Amendment No. 1), Amendment No. 2 filed on October 23, 2015 (Amendment
No. 2), Amendment No. 3 filed on December 17, 2015 (Amendment No. 3), Amendment No. 4 filed on January 20, 2016 (Amendment No. 4), Amendment No. 5 filed on February 19, 2016
(Amendment No. 5), Amendment No. 6 filed on March 1, 2016 (Amendment No. 6), Amendment No. 7 filed on March 11, 2016 (Amendment No. 7), Amendment No. 8 filed on May 10,
2016 (Amendment No. 8), Amendment No. 9 filed on May 20, 2016 (Amendment No, 9), Amendment No, 10 filed on November 22, 2016 (Amendment No. 10), Amendment No. 11 filed on December 6,
2016 (Amendment No. 11) and Amendment No. 12 filed on December 7, 2016 (Amendment No. 12, and together with the Original Filing and Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11, the Schedule 13D) by the Filing Person relating to the
ordinary shares, without nominal value (the Shares), of Telecom Italia S.p.A., a company formed under the laws of the Republic of Italy (the Issuer or the Company). Information reported in the Schedule 13D remains
in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in
the Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and supplemented by the addition of the following:

On April 9, 2017, the Reporting Person submitted to the Issuer the following slate of candidates which it is seeking to have appointed as members of the
Issuers new Board of Directors to be elected at the Issuers Ordinary Shareholders Meeting scheduled to be held on May 4, 2017 (the 2017 Shareholders Meeting):

Arnaud Roy de Puyfontaine
Hervé Philippe
Frédéric Crépin
Giuseppe Recchi
Flavio Cattaneo
Félicité Herzog(*)
Franco Bernabè(*)
Marella Moretti(*)
Camilla Antonini(*)
Anna Jones(*)
* Candidate who meets the independence requirements provided by Italian law (Art. 147-ter, paragraph 4, and Art. 148, paragraph 3, of Legislative Decree no. 58 of February 24, 1998) and by the Corporate Governance
Code of Borsa Italiana S.p.A.

In this same submission, the Reporting Person notified the Issuer that it would seek to have the 2017
Shareholders Meeting approve additional resolutions relating to the renewal of the Board of Directors, specifically to:

(i) set at 15 the number of members of the Companys Board of Directors;
(ii) set the term of office at 3 years, with expiry of the term on the date of the shareholders meeting to be held for the approval of the financial statement for year 2019;
(iii) set at Euro 2,200,000.00 the total annual compensation of the Board of Directors in accordance with art. 2389, paragraph 1, of the Italian Civil Code, assuming a composition of fifteen members, to be allocated among the
Directors in accordance with the resolutions to be passed by the Board; and

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