Telecom Italia Group - Gruppo TIM · 2021. 6. 20. · MARCO PATUANO – PIERGIORGIO PELUSO 6...
Transcript of Telecom Italia Group - Gruppo TIM · 2021. 6. 20. · MARCO PATUANO – PIERGIORGIO PELUSO 6...
MARCO PATUANO (Group CEO) – PIERGIORGIO PELUSO (Group CFO)
TELECOM ITALIA GROUP
Investor MeetingsNovember 11-15, 2013
Telecom Italia Group 9M 2013 Results & 2014-2016 Plan Outline
1MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Safe HarbourThese presentations contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this presentation and include statements regarding the intent, belief or current expectations of the customer base, estimates regarding future growth in the different business lines and the global business, market share, financial results and other aspects of the activities and situation relating to the Company and the Group. Such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and actual resultsmay differ materially from those projected or implied in the forward looking statements as a result of various factors. Consequently, Telecom Italia S.p.A. makes no representation, whether expressed or implied, as to the conformity of the actual results with those projected in the forward looking statements.Forward-looking information is based on certain key assumptions which we believe to be reasonable as of the date hereof, but forward looking information by its nature involves risks and uncertainties, which are outside our control, and could significantly affect expected results.Analysts are cautioned not to place undue reliance on those forward looking statements, which speak only as of the date of this presentation. Telecom Italia S.p.A. undertakes no obligation to release publicly the results of any revisions to these forward looking statements which may be made to reflect events and circumstances after the date of this presentation, including, without limitation, changes in Telecom Italia S.p.A. business or acquisition strategy or planned capital expenditures or to reflect the occurrence of unanticipated events. Analysts and investors are encouraged to consult the Company's Annual Report on Form 20-F as well as periodic filings made on Form 6-K, which are on file with the United States Securities and Exchange Commission.The accounting policies and consolidation principles adopted in the preparation of the Condensed Consolidated Financial Statements as of, and for the nine months ended, 30 September 2013 have been applied on a basis consistent with those adopted in the AnnualConsolidated Financial Statements at 31 December 2012, to which reference can be made, except for the new standards and interpretations adopted by the Group, which, other than for the prospective adoption of IFRS 13 ( Fair Value measurement), didn’t impact on the Condensed Consolidated Financial Statements as of, and for the nine months ended, 30 September 2013.Some data for the first quarter 2012, used in comparisons, included into this presentation have been restated as a result of the early adoption, starting from the first half 2012, of the revised version of IAS 19 (Employee Benefits) and the reclassification of Matrix (company that was disposed of on October 31, 2012) from the Business Unit Domestic–Core Domestic to the Business Unit Other Activities.
2MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Agenda
TI 3Q’13 Results & Progress Report
TI 2014-2016 Plan Outline
Appendix
3MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia Group results
Group Revenues
Group Ebitda
Group Net Income
Net Debt
3Q’13 9M’13
6.6 €blnOrganic: -1.1%- YoY
Reported: -8.8%- YoY
2.7 €blnOrganic: -7.1% YoY
Reported: -10.1% YoY
0.5 €bln-27.4% YoY
28.2 €bln;-1.3 €bln YoY
20.4 €blnOrganic: -2.1% YoY
Reported: -7.6% YoY
8.0 €blnOrganic: -6.9% YoY
Reported: -10.5% YoY
-0.9 €mln writedown -2.2 bln € (accounted in 1H)
Organic data,€mln, %YoY
4MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia performance by markets
Revenues
Ebitda
Ebitda-Capex
Group Domestic Brazil
20.4 €bln-2.1% YoY
8.1 €bln-6.9% YoY
4.6 €bln-15.9% YoY
12.1 €bln-10.0% YoY
6.0 €bln-10.9% YoY
4.0 €bln-16.3% YoY
5.3 €bln+7.3% YoY
1.3 €bln+2.0% YoY
0.3 €bln-25.9% YoY
Argentina
2.9 €bln+23.7% YoY
0.8 €bln+17.5% YoY
0.4 €bln+4.5% YoY
Weight
Weight
Weight
59% 26% 14%
74% 17% 10%
86% 7% 8%
9M’13
Organic data,€mln, %YoY
5MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
3.090 2.598
1.639 1.362
9M'12 9M'13
1.333 1.345
649 677
9M'12 9M'13
Domestic performance dashboard
9.055 8.104
4.361 3.965
9M'12 9M'13
-9.1%
-10.5%
13,41612,069
-10.0%
3Q
1H
Revenues Ebitda
4.423 3.943
2.288 2.039
9M'12 9M'13
3Q
1H
-10.9%
-10.9%
-10.9%6,7115,982
on revenues 50.0% 49.6%
Capex Ebitda-Capex
3Q
1H
3Q
1H
1,982 2,022+2.0% -16.3%4,7293,960
+4.3%
+0.9%
-16.9%
-15.9%
Organic data,€mln, %YoY
6MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic Mobile KPIsTotal SIM cards Active SIM cards
TIM MNP Balance Highlights
32,1 32,2 31,9 31,7 31,6
2Q'12 4Q'12 1Q'13 2Q'13 3Q'13
+36 -152 -152-301
‘000, QoQ
-157-127
-74
+78
-12 -12
April May June July Ago SeptOp.2 Op.3 Op.4 Cum.
-0,1
+0,2
-0,6
-0,2
+0,2
2Q'12 4Q'12 1Q'13 2Q'13 3Q'13
• slight reduction in Mobile SIM cards due to strictlydisconnection policies
• improved trends in active CB set the groud to betterforthcoming results
• MNP: Positive balance in the last quarter, due to effectivesummer strategy on Consumer Segment . Gross flowsreduction put less pressure on prices
• while guard on competition is kept high, TIM’s focus is shiftingto LTE roll-out pace and related services adoption, enabled byp/l-wise smartphone strategy
mln, QoQ
7MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Moving back to a more rational market behavior
ConvergencePremium offer
Pure price
1Q’13 2Q’13 3Q’13 4Q’13
marketoffersentry level
pricemarket offers
12
34
less content on entry level price
15€/month
10€/month
increasing price onmost important offers
>400 min/sms & >1GB
1
3
2
4
Rational approach by TIM, maintaining price premium gap versus pure price operators.
Fighting on ‘no price’ levers, launching TIM Sconta e Raddoppia offer and paving the way for
an attack strategy.
TIM sharp reaction via frontal attack, through TIM Special proposition, the most competitive & rich offer in the market for the entry level price.
Market awareness of need to preserve P&L.Bundle size reduction (min., SMS & giga) on
entry level plans, both by TIM and maincompetitors.
8MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic Mobile RevenuesRevenues Service Revenues Trend
Innovative vs Traditional Service
Organic data,€mln, %YoY
1.335 1.159
168
121
81
88
3Q'12 3Q'13
business generated
business received
service1,503
1,280
handsets
total1,584
1,368+8.2%
-13.1%
-13.6%
-14.8%
-28.1%-17,9%
-18,3%
-14,8%
1Q'13 2Q'13 3Q'13
€mln
-35-27
+1
1Q'13 vs 1Q'12 2Q'13 vs 2Q'13 3Q'13 vs 3Q'12
YoY Browsing Revenues plus SMS Revenues
9MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic Fixed KPIsFixed Access Line Losses Trend
Fixed BB Access BB Revenues Perfomance & Arpu Trend
14.133 13.978 13.777 13.555 13.372
7.063 7.175 7.238 7.233 7.164
3Q'12 4Q'12 1Q'13 2Q'13 3Q'13
21,195 21,153 21,016 20,788 20,536
OLO
TI re
tail
M/S 65.3% 64.0% 63.5% 63.4%64.6%
-43
112 63
-5 -69
3Q'12 4Q'12 1Q'13 2Q'13 3Q'13
-144 -155 -201 -222 -183
OLO
TI re
tail
OLO
TI re
tail
7.030 7.020 6.984 6.933 6.892
6.630 6.737 6.828 6.872 6.866
3Q'12 4Q'12 1Q'13 2Q'13 3Q'13
M/S 51.5% 50.6% 50.2% 50.1%51.0%
13,660 13,757 13,812 13,805 13,758
+107 +44 -6+91
-10 -51 -41-36
18,6 18,9 18,9 19,1 19,2
3Q'12 4Q'12 1Q'13 2Q'13 3Q'13
Arpu +3.7%
+3.4% +3.6%+3.5%
BB s
ervi
cere
venu
es
+0,0%
+1,8% +1,5% +1,4% +1,1%
3Q'12 4Q'12 1Q'13 2Q'13 3Q'13
€/month, %YoY
10MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic Fixed RevenuesTotal Revenues Total Revenues Trend
Service Revenues Trend Highlights
Organic data,€mln, %YoY
3.070 2.849
62
49
3Q'12 3Q'12
-20.1%
-7.2%
3,1322,898
-7.5%equipments
service
equi
pmen
tsse
rvic
e
-17,3%-11,5%
-20,1%
1Q'13 2Q'13 3Q'13
-7,5%-8,1%
-7,2%
Improving trend in fixed service revenues due to:
positive performance in Internet revenues
better results in business data, driven bygrowing ICT trend
Sparkle’s top-line growth
-9,1%
-7,8%-9,8%
+1,7% +1,3% +1,2%
-1,9%
-6,8%
-0,7%
1Q'13 2Q'13 3Q'13
fonia reported internet business data
-9.3% normalizedfor price revision
on F-F termination rate
11MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia is keeping the pace of its 2013-15 Ultra-Broadband Development Programme, aiming a Year-end targets of:
~4 million of households passed by the end of 2013
more than 15% of population covered
~40 service-enabled municipalities
Major increase in the roll-out programmefor LTE network
As of September, a total of 300 municipalities in Italy covered by the service, equivalent to more than 37% of the population nationwide
TIM is the leader across all operators in LTE coverage in Italy
TI Ultra-Broadband 2013 progress: a fast- forward coverage planNGN LTE
12MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
FY13 Net Debt Target Confirmed
9M12
Balance to FY13 Adjusted Net Debt TargetEuro mln
2011YE FY12 30,414 (1,211)(929) 28,27429,485
(2,140)
<27bn
FY ‘13
28,229NCF
Generation
Includes Less cash taxes Working capital
optimization Higher FCF from
Latam
2012YE
28,274(45)
Includes 1H13 impacts from One-offs for 0.5 bln €(4Q12 suppliers payment deferral and Brazil spectrum payment)
9M ‘13
13MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
410
1.413
1.313
875
994
921
2.082
8.008
1.481
1.809
2.035
2.250
2.897
2.990
11.740
25.202
1.500
1.500
1.891
4.722
3.348
3.125
3.891
3.911
13.822 34.710
Within 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 Beyond 2018 Total M/L TermDebt
(1)
(1) € 34.710 mln is the nominal amount of outstanding medium-long term debt . By adding IAS adjustments (€ 856 mln) and current liabilities (€ 500 mln), the gross debt figure of € 36.066 mln is reached N.B. Debt maturities are net of € 1.830 mln (face value) of repurchased (€ 1.206 in the 2013) own bonds (of which € 1.615 mln related to bonds due within 2015)
Robust Liquidity Margin and Well-Distributed Debt Maturities
Loans (of which long-term rent, financial and operating lease payable € 1,305) Drawn bank facilityBonds
13.45
6.70
6.75
Liquidity Margin Debt Maturities
Undrawn Portion of Facility/Committed
Group Liquidity Position
Euro bln Euro mln
14MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Agenda
TI 3Q’13 Results & Progress Report
TI 2014-2016 Plan Outline
Appendix
15MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Macro & Industry ContextItaly Brazil
GDP
TLC
serv
ice
Valu
e 35%65%
2013 2016
Value
26%
74%
innovative
traditional
26 €bln 24 €bln
18%
82%
innovative
traditional
39%61%
Value 117 R$bln 120 R$bln
2013 2016
Source: Sirmi, PoliMi and internal analysis
-1,8%
+0,8%
+1,4% +1,5%2013 2014 2015 2016
Source: ISTAT & Prometeia
+2,4%
+2,3%
+2,4% +2,4%
2013 2014 2015 2016
Source: BaCen
16MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Italy
Telecom Italia Group: a strong INDUSTRIAL STORY aimed at delivering ourfinancial targets
Long Term FCF Sustainability
stra
tegi
cop
tions
evolve into the new TLC business
model in orderto stabilize
top line
keep-up growth
effic
ienc
ies
& e
bitd
a
inve
stm
ents
dele
vera
ge&
div
iden
dpo
licy
Brazil
17MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Announced Extraordinary Transactions
Financial Contribution
Expected by 2014
Mandatory Convertible Bond
Telecom Argentina Disposal
Further assets available for value creation (towers in Italy and Brazil, TI Media Broadcasting)
Done 1.3 € bln
>2 € bln*
Material increase of financial flexibility: Above 4 € bln
* Estimated Cash proceeds. The overall treatment of the transactions will be subject to IFRS rules.
~1 US$ blnOngoing
18MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Brazil
Telecom Italia Group: investing to enable the new TLC model
Italystrong increase in UBB
for a structuraldifferentiation
keep the pace on quality
increase focus on innovative components
to capture the full potential of data
changing the mix between innovative and traditional capex to sustain faster UBB deployment and move to adjacent sectors
delayering network architecture to gain operational flexibility, reduce running costs and lift the business model agility
accessing to public funds (“Anti- Digital Divide” & “EuroSud” Programs) to accelerate fiberdeployment in black & grey areas
increase network capex to fully serve 3G now and progressively 4G. Higher focus on network infrastructure and efficiency in terms of quality and coverage
continuous deployment of fiber (FTTS) to support data traffic growth
full deployment of RAN sharing opportunities
19MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Focus on domestic investments: a faster Ultra-BB deployment
Why Speed-up?
UBB Willingness To Pay
Digital Agenda and Public Bids lever on adjacent sectors
develop Fiber & LTE in unisonpath
New NGN Plan
New LTE Plan
~ 35%
2016
Old NGN Plan ‘13-’15
201520142013
New NGN Plan ‘14-’16 New Coverage(1)(2) Targets
2015: +5pp vs old Plan
2016: >50% in 2016
(1) coverage population, (2) including public funds, (3) Cagr’12-’17; Cisco & A.T Kearney Analysis
80%
~40%
60%
2013 2014 2015 2016
Alreadyreached
New Coverage(1) Targets
2015: ~+10pp vs old Plan
2016: x2 vs 2013
Why Speed-up?
preserve a sound leadership in Mobile UBB
rapid growth of smartphone & tablets will drive high data usage(3): +75% of video, +62% of gaming & +34% in file sharing
20MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
2013 2014 2015 2016
technology IT, Commercial & other
Growing innovative portion of domestic investmentsDomestic Capex
3.0
55% >60%
€bln,%
increase Technology expenditure share on
total domestic
reduction of runningoperations
expenditures
reduction of non-Technological
investments
around 9 €bln Domestic Capex in the Plan horizon
+ +
~3.4 €bln of innovative capex in ‘14-’16 Plan(1)
vs ~1.3 €bln in ‘13-’15 Plan
(1) including public funds
efficiency in non high-tech spending
21MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic top line stabilization
traditional
innovative
digital Life & new revenue
streams
stabilizethe trend
foster growth
exploit new revenuestreams
M/S defence in a more rational TLC arena Focus on TI+TIM distinctive convergent approach Clients segmentation and traffic flatization Purchasing Groups monetization (Families, Corporates,
Employees)
F-M convergence Lever on multidevice approach and foster on BYOD strategy to accelerate penetration on business segment Faster UBB development
Enrich UBB with video content Entertaiment Advertising
Cloud & M2M Digital PA & e-health
Consumer Business
x
22MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
x
x
x
TI’s new fully convergent approach on Consumer Segment
3Play
nPlay
voice voice
communication& pure
connectivity
additional TLC services
content & entertaiment
IT serviceequipments &
handsets
x
x
x
x
x
x
SIM
x
SIM
+
upgrade to Ultra Broadband connectivity
broadband
x
x
x
23MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
TI&Sky: a strategic partnership for creating value
2013 2014 2015 2016
pay-DTT satellite OTT video
Pay-TV Market~3bln€
Source: Analysis Mason
Over the next 5 years, a wider adoption of OTT video services will be occured due to the availability of 3.0 platform and «media streamers»
The Italian pay-TV market is worth approximately 3 €blnand its value and number of lines growth are fully due to over-the network service provided by TLC operators
x
Telecom Italia & Sky agreement will allow TI and TIM customers to follow next year some of major Sky sports events on smartphone, tablets and PCs by BB and UBB networks
cross selling of mobile servicestogether with TV contents
increasing loyalty and CB profiling
CB expansion via upselling of TLC services towards adjacent contents market
24MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia Group opex efficiency Plan
Italy milestones for furtheroperating efficiencies
leaner organization, focus on internal
processes and strict cost control
foster and streamline through a stronger divisionalresponsibility
industrial costs optimization
enhance multi-channel approach and careful SAC policy tightly linked to revenues
increase productivity also through processinternalization
zero based-budget model on G&A costs
commercial: low SAC, keeping payback (SAC/ARPU) under control and bad debt stable at low levels
network: increasing MOU with stable leased lines costs. Proprietary infrastructure deployment. RAN sharing opportunity.
Brazil
25MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Focus on domestic opex savings
cumulated efficiency
-1,0
-0,4
-0,4
-0,2
2016
2015
2014
€bln
cum. ‘14-’16
3,0
1,2
1,6
2,7
2013 2014 2015 2016
volume/revenues driven(1) market/customer driven(2)
process/asset driven(3) personnel costs
8.5
opex breakdown by cluster
(1) COGS: interconnection, COGS, other COGs(2) COMMERCIAL COST: customer acquisition, ADV, customer management, other commercial costs(3) INDUSTRIAL COST & G&A COST
+0.1 €bln
-0.1 €bln
-0.5 €bln
-0.5 €bln
breakdown by year
26MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Agenda
TI 3Q’13 Results & Progress Report
TI 2014-2016 Plan Outline Telecom Italia targets
Appendix
27MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia Targets
Group Domestic Brazil
Organic data
RevenuesCagr ‘13-’16
StableNegative
Low Single DigitPositive
Mid Single Digit
EbitdaCagr ‘13-’16
StableNegative
Low Single DigitPositive
Mid Single Digit
Capex(1)
Cum. ‘14-’16<14€bln
Net Debt Adj/Ebitda 2016(2) ~ 2.1x(3)
Capex/Revenues~ 18%
Capex/Revenues~ 17%
(1) excluding spectrum(2) reported EBITDA(3) including announced equity strengtheningexcluding impact from non-organic items and FX. Avg exchange rate: Reais/€ 2.99
28MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Agenda
TI 3Q’13 Results & Progress Report
TI 2014-2016 Plan Outline
Appendix
29MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic 3Q check list Co
nsum
erBu
sine
ssW
hole
sale
Cash
Cos
ts
Fixed
Mobile
Fixed
Mobile
Domestic
Int’l
Ebitda
Capex
What we said What we did
Continued support from Value Strategy on ADSL. Initial take-up from Fiberadopters. Further contribution from monthly rental fee repricing and pricesimplification.
YoY gap narrows-in on the back of positive support from CB recovery, milder competitive arena and more favourable MTR comparison. Focus on “Convergence”, Mobile UltraBB and “Segments” (e.g. Ethnic and Young ).
Negative impact by new regulated prices also in 2H.
Crash program on Opex.Extention of site sharing Agreement with other large Mobile Operator.
Continued improvement on third-party agreeements. Flattish YoYperformance expected in the last part of the year.
Investments in new technologies go ahead, as early take-up phase builds momentum.
Introduction of «Tutto» dual-play yields impressive take-up rate(~250k clients by end-October), successfully responding to amarket/industry/technology changed in pattern of voice traffic. Fixedrepricing ensured stability on access revenue stream.Active mobile CB was up about 200k QoQ; TIM’s effectivecommercial strategy forced market into a more rational competitivegame
Kept focus on cost control, in order to maintain best in class Ebitdamargin level among EU peers.90% of FY’13 Capex target efficiency, notwithstanding high level ofinvestments in the CountryFiber commercially launched in 33 Cities & more than 40% LTEcoverage as of today
The effect of regulated price revision occurred in July still drives theYoY performance in Domestic WholesaleNew Sparkle’s third-party agreements took place in September.Revenues improvement confirmed with positive contribution in thelast quarter: +0.6% YoY in 3Q vs -13.1% YoY in 2Q and -18.4% YoY in1Q13
Full convergent & modular offers launched in the market: dual-play«Tutto» and triple-play «Tutto + Insieme» are showing positiveperformances and CB stabilization, preventing pure price war effects.Launch of flexible and innovative bundles (BB F/M + ICT services)
Focus is kept on innovative services (ICT & Cloud), leveraging for Soho / SME Continuing development of new streams of business, mainly IaaS and PaaS
Mantain «value acquisition per line» strategy and defend ARPU throughupselling.Leveraging on «BYOD» concept to accelerate penetration and increaseinnovative services adoption.
30MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Latam 3Q Check List Br
azil
Arge
ntin
a
Network
Net Adds & M/S
Quality & Regulation
Marketing
Fixed
Mobile
Regulation
Network
Key Drivers Take-aways
Progress in the deployment of the MBB/FTTS ProjectMBB Targeting 38 main cities by YE13 from previous 14.New backbone routes and HLR centralsInitiating small cell coverage
Leadership in customer net adds in 9M (+2.5mln)Increase in owned storesStrong mass sales channel performance4G: Prudent strategy in the auction & efficient roll-out paying-off
Continuous focus on Customer Care PerformanceFocus on network development
Strong rebound in commercial performance started in 2Q
Great success in “Black” profileInnovation in offerings supported the revenue trend, ensuringsuperior relative performance
Maintaining solid data services growthKeeping the Innovative ApproachNew offer consolidation (Web+SMS, “Seu Troco”, Itz Calls)
Focus in service quality improvement and continuous mobilenetwork expansion to increase coverage and capacity.
Proceed with “MBB Cities” deploymentEnhancing network access and qualityReducing leased lines dependency and costs
Smartphone approach to support data usage growth, withEBITDA neutral impact (“Zero-Subsidy Policy”)Handsets sales are setting the base for upselling MBBcustomer base
Increasing postpaid CB 16% YoY and also mix over CB (16.4%from 14.8% in 3Q12)Low SAC and Payback (SAC/ARPU) under control4G: 28% of Mkt Share (#2) in September
High customer care performance and lower complaints(Anatel ) KPIs reached
Fixed and BB net adds back to positive for 2 quarters in a rowARPU BB increased by 22% YoY at 121 AR$/month in 9M
New Data, SMS and Voice bundle to increase usage/penetration while defending traditional service RevenuesTEO #1 in smartphone sell-outImproving brand preference in Youth segment
Continuous FTTx deployment to enrich value proposition
Quality of Service: new set of procedures for fixed/mobileoperators to monitor network and customer care’ s quality
The new regulatory regime was announced in June but thetechnical implementation procedures are expected to be issuedby CNC by end of November
31MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
465 537
213259
9M'12 9M'13
1.5431.890
762
962
9M'12 9M'13
Argentina
+26.0%
+22.5%
2,305
2,852+23.7%
3Q
1H
Revenues Ebitda
3Q
1H
+21.4%
+15.5%
+17.5%678
796
on revenues 29.4% 27.9%
Capex
3Q
1H
315
417+32.4%
+59.4%
+15.5%
Organic data,€mln, %YoY
Highlights
200 231
115
186
9M'12 9M'13
• Mobile Revenues (+26.7% YoY in 9M): mobile internet (+59%YoY) and strong handset sales (+51% YoY) sustain growth.Impressive Personal net adds in 3Q (~550K vs. 9M:+880K)
• Fixed Revenues (+15.8% YoY in 9M): positive net-adds trendstarted in 2Q and accelerated in 3Q (BB:+35K, fixed lines+10K)
• EBITDA margin at ~28%, decreasing by 1.5pp YoY in 9M (-1.0pp YoY in 3Q). Strict cost control to mitigate higher laborcosts and taxes associated to revenues
• Focus on network quality upgrade. Capex-to-sales at 14.6% in9M (+1ppYoY)
32MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
The Regulatory Environment Italy Brazil
WHOLESALE PRICINGDecisions about 2013 copper access prices are still under the scrutinyof the European Commission. Final decision is expected around theturn of the yearDecision on 2014/2016 prices (by May-June 2014) expected toincrease copper and to decrease fiber prices
RETAIL PRICING FLEXIBILITYMore flexibility in pricing, particularly relevant for the deployment ofthe plan, is an expected regulatory development
NETWORK SEPARATIONThe project of voluntary separation is ongoing and will start focusingon EoI through a functional separationThis approach is compliant with Kroes Recommendation andrepresents a European best practice
EUROPEAN REGULATION IS PROMOTING PREDICTABILITY ANDSUPPORTING TO LONG TERM INVESTMENTThe recent European Commission draft regulation, aimed at promotinga European single market, fully endorses and further develops “KroesRecommendation” approachThe proposal, if adopted, will positively affect telecommunicationsmarkets by enhancing regulatory predictability and investmentsincentives
WHOLESALE PRICINGCost Modeling: ongoing consultation for a cost-based model of 2016wholesale reference prices (fixed and mobile interconnection, leasedlines)WACC: Public Consultation open to set ANATEL’s methodologyWholesale Replicability: Public Consultation to develop a Retail MinusapproachLight Pole Sharing: introduces reference price
SPECTRUM AND COVERAGE4G RAN Sharing TIM/Oi: The 4G extension agreement with Oi (besidesthe starting 12 cities already planned) will be defined and filed in thenext days at CADE700MHz: very challenging roadmap to conclude technical andregulatory bid procedures before June 2014Coverage Obligations Roadmap
CONSUMER PROTECTION AND QUALITYQuality Improvement Plan: focus on Network performance Indicatorswith increasing local granularityService, Billing and Offers (public consultation): new procedures forcostumer relations.
33MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
N.B.The figures are net of the adjustment due to the fair value measurement of derivatives and related financial liabilities/assets, as follows:- the impact on Gross Financial Debt is equal to 1,835 €/mln (of which 500 €/mln on bonds)- the impact on Financial Assets is equal to 877 €/mln
Therefore, the Net Financial Indebtedness is adjusted by 958 €/mln
Well Diversified and Hedged Debt
Euro mln
Total Gross Debt net of Adjustment: Euro 36,066 mln
Gross debt 36,066 Financial assets (7,837)
of which C & CE and marketable securities (6,747) C & CE (5,456) Marketable securities (1,291)
Italian Government Securities (1,028) Other (263)
Net Financial Position 28,229
3.7% Op. Leases and long rent 1,319
5.4% Other 1,979
15.7% Bank & EIB 5,652
4.0% Bank Facility 1,446
71.2% Bonds 25,670
Maturities and Risk Management
Cost of debt: 5.4%
Average debt maturity: 7.03 years (bond only 7.89 years)
Fixed rate portion on gross debt approximately 67.3%
Around 42% of outstanding bonds (nominal amount) is denominated in USD, GBP and YEN and is fully hedged
34MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic top line: Traditional Services in the Consumer Segment
innovationprice distinctiveness & QoS
less commoditizationapproach on traditionalservices
reducing total grossacquisition market
less MNP exposure
focus on segmentation: taylored offers for keyspecific clusters
M&F convergence
focus on loyalty
new caring model
multichannel
~28%
2013 2014 2015 2016
stable market share
value drivers
defend pure fixed voice line
focus on all inclusive & unlimited offers
taylored offers for keyspecific clusters
M&F convergence
focus on loyalty
new caring model
multichannel
50%
2013 2014 2015 2016
stable market share
trad
ition
alm
obile
trad
ition
alfix
ed
moving to a fully convergent approach with one single commercial brand
Lever on:
35MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
2013 2014 2015 2016
mobile fixed
Domestic top line: Innovative Services in the Consumer Segmentin
nova
tive
mob
iledi
gita
llife
&ne
w re
venu
esst
ream
sinnovationprice distinctiveness & QoS
more value for Giga
add-on approach for LTE offers
shared data plans
increasing penetration of smartphones and tablets
data-only SIM & multidevice strategy
strategic agreements with content providers
video & music premium contents
premium quality connectivity
High-speed MB: LTE & 42 Mb/s
x
value drivers
BB customer base Cagr’13-’16
+3%
2013 2014 2015 2016
small screen large screen
+20%
VAS OTN (content) on serv. revenues
‘16 vs ‘13~5X
Inno
vativ
efix
ed
lever on BB linesacquisition
enrich Fiber offers
multidevice strategy
lever on innovative service enablers: multiscreen/multiroom
premium quality for Video & Gaming
Ultra-BB Speeds
x
2013 2014 2015 2016
Cagr’13-’16
+7%
premium offers includedinto bundle
exclusive agreement with primary content provider
Cubo suite platforms(music, video, books,…)
innovative services for targeted segments
connected home
‘16 vs ‘13~2X
moving to a fully convergent approach with one single commercial brand
Lever on:
36MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic top line: Business segment – Fixed & Mobiletr
aditi
onal
fixed
& m
obile
inno
vativ
efix
ed&
mob
ileIC
T
innovationprice
unlimited F-M offers and new bundled solutions
focus on convergence
further push on flattariffs
customer base valuestabilization throughdefense via value-for-money approach
customer base growththrough B2B2C
keep focus on «BYOD» strategy
lever on LTE and focus on small screen
multidevice strategy
convergent approach
develop new propositions and increase penetration of Cloudservices
cloud OTT and core servicesbundle solutions
opening to new partnershipswith Saas/S.I. leaders
lever on advanced caringmodels and innovative loyalty programs
keep outstanding CSI ratios
best-in-class model adoption on provisioning, billing and assurance for cloud OTT services
distinctiveness & QoS
bundle propositionsdevelopment with SLA premium services and full infrastructureoutsourcing
x
value drivers
2013 2014 2015 2016services products
Revenues ICT Cagr’13-’16
+2%
+7%
50%
2013 2014 2015 2016
market share
fixed
mobile
BB revenues: flatfixed
mobile+10% MBB clients
(large&small)
innovative services(Cagr ‘13-’16)
protect revenues on traditional IT services
Lever on:
37MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Brazil snapshot: we don’t forget voice, whilst we’ll bring data on board
strong growth in market
share
still a lot of value in fixed to mobile substitution
focus on quality
postpaid continuous growth, better customer mix.
continuous offer evolution backed by innovative DNA.
fixed-segment revenue to stabilize by mid-2014
inno
vativ
ex
trad
ition
al
Brazil shows an unsatisfied internet appetite
focus on coverage strenghthening
3G for now, 4G is coming
work on quality
lever on smartphone as data penetration enabler
38MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Mandatory Convertible Bond On November 8 2013 Telecom Italia Finance has successfully completed the issuance of a Mandatory Convertible subordinated bond into Telecom Italia S.p.A. ordinary shares (“Telecom Italia”). Main terms & Conditions:
Issued Amount: €1.3bn
Maturity: November 2016
Coupon: annual 6.125% (with right of coupon payment postponement at Issuer’s discretion)
Settlement date: November 15th, 2013
Guarantor: Telecom Italia S.p.A.
Mandatory Conversion: into Telecom Italia ordinary shares, subject to approval of a capital increase from TI’s EGM within the end of February 2014
Conversion ratio: minimum and maximum price shall be respectively €0.6801 and €0.8331. The maximum number of TI shares to be issued to serve the conversion is 1.911.483.605 ordinary shares
Other conversion: always subject to EGM’s approval of a capital increase to serve the transaction, upon occurrence of certain events, certain accelerated and/or voluntary conversion events are foreseen, at the Issuer’s / Holder’s option
Cash payment: should TI’s EGM not approve the capital increase related to the transaction, the Issuer shall have the option to repay in cash the subscribers
Use of Funds: General Corporate Purposes, without the possibility to finance and / or guarantee Telecom Italia
Governing Law: UK
Listing: on a regulated market or on an internationally recognized multilateral trading system, within March 15th 2014.
39MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Other assets available for value creation worth, in aggregate, more than € 2 blnTower lease (Italy and Brazil)
TI forerunner in passive infrastructure sharing - initiated 10 years ago in order to reduce costs
The goal is now to enhance and extract value from tower asset base, also reducing focus on “non core” passive elements of the network
Main non captive network operator in the Italian market
Potential synergies (efficiencies, broadening of our portfolio, better allocation of bandwidth capacity)
1st phase integration between TIMB and Rete A, retaining control of the combined entity
2nd phase sale of a stake of the company (up to 100%) to a third party investor
Multiplex sale
+
Perimeter:
Italy: more than 10k owned towers
Brazil: more than 7k owned towers
No active network component
Perimeter:
TI Media Broadcasting:assignee of 3 MUX - 65.4 Mbps capacityDTT platform (812 sites, 95% of Italy’s population)
Gruppo Espresso - Rete A:assignee of 2 MUX - 47 Mbps capacityDTT platform (427sites, 90.9% of Italy’s population)
40MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic Mobile Revenues Breakdown
total
3Q’12 3Q’13 YoYOrganic data,€mln, %YoY
wholesale(1)
Consumer+Business
services
outgoing voice
VAS
business received
handsets
9M YoY
1,584 1,368 -13.6% -16.0%
82 80 -2.8% -
1,502 1,288 -14.2% -16.7%
1,420 1,200 -15.5% -17.9%1,335 1,158 -13.2 % -12.7%
832 658 -20.9% -17.5%
503 500 -0.5% -4.8%
85 42 -51.1% -64.4%
82 88 +7.8% +1.4%
business generated(2)
(1) Including Visitors (2) Total Retail Service Revenues net of Incoming
41MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Domestic Fixed Revenues Breakdown
total
3Q’12 3Q’13 YoYOrganic data,€mln, %YoY
Sparkle group
Core service
voice & access
internet
business data
national wholesale
other & subs
products
eliminations
9M YoY
3,132 2,898 -7.5% -7.8%
337 339 +0.6% -10.4%
2,789 2,557 -8.3% -7.5%
1,306 1,178 -9.8% -8.9%
396 401 +1.2% +1.4%
281 279 -0.7% -3.1%
744 650 -12.6% -10.8%
62 49 n.m. n.m.
62 49 -20.1% -15.8%
(56) (47) n.m. n.m.
42MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
-490
-207
-
-100
-27
-136
-20
-283
Efficiency
Abs’13 vs ‘12
Total Cash Cost
9M‘13
-446
2.022Total Capex +40
1.794
809
-114
1.995
+17
-108
+33
6.087Total Opex* -618
1.087
-446
-
-446
-
-
-
-
-446
ITX
+358
+247
-
- 14
+44
+ 28
+53
+111
Vol.
Driven
Industrial
Personnel
Mktg &Sales
ITX
G&A &Other **
-578
402
EfficiencyVolume Driven
- 4468.687
-578
-490
Intercon-nection
9M’12 9M’13
8.109
Handsets:- 29
+358
9M’12 9M’13
8.109
76% of FY13 Target
90% of FY13 Target
82 % of FY13 Target
64.8%67.2%
+ 2.4 p.p.
**Includes Other Operating cost/Income and Capitalized Costs* Costs related to credit management are reclassified from G&A & Other to Mktg & Sales
Progress on Domestic Efficiency Ytd ‘13 - BreakdownEuro mln, Organic Data, %
Cash Cost
Cash Cost on Revenues
Target FY : - 601
Delta Cash Cost 9M’13 vs FY ‘12
43MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
+29,0%
+5,0%
9M'1
39M
'13
-21,0%
-12,0%
Customer Care: operating KPI’s 2013m
arke
t dyn
amic
sca
ring
prod
uctio
nca
paci
tycr
edit
prod
uctio
n ca
paci
ty
Front End (call)
Back Office (items)
Front End (call)
Back Office (items)
Head
coun
t-4%
9M’12 9M’13
46
45
flat
11 1110.872 10.326
9M'12 9M'13
-546
«make» growth«buy» reduction «in-house» incidence
46% 51%
9M'12 9M'13
41% 53%
9M'12 9M'13
Contribution CS on selling activities
58%10%
50% 23%73% 88%
Access MNP BB ULL SI Contents
64%8% 48% 16%
Access MNP BB ULLCons
umer
Ente
rpris
e
Annual managed issue
Consumer: 7 mln
Enterpise: 2.8 mln
Solecit80%
cred
it qu
ality
(CSI
cus
tom
erca
re) 7,18 7,32
7,68
6,57 6,67
7,10
1Q'12 4Q'12 3Q'13
Consumer Enterprise
7,84 7,89 7,99
6,7 6,9 7,19
1Q'12 4Q'12 3Q'13
Consumer Enterprise
fixed
mob
ile
FTE
44MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Corporate Governance principles
Code of EthicsEthical conduct in doing business is a fundamental condition for the success of the Group
Transparency in decision making
process
The Board of Directors has an active role both in the strategic guidance of the Company and in management control
Role of the Board
of Directors
Effectiveness of the internal
control systemThe internal control system is a process made up of organizational rules, procedures and structures
The values of substantial and procedural fairness, transparency and accountability are considered fundamental to the business activities of Telecom
The Code of Ethics is the apex of the entire corporate governance system; it is our charter of values, and provides the body of principles serving to ensure an ethically-oriented conduct of business. Codes, principles and procedures characterize the activity of all the organizational and operational components
45MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia BoD: composition as of November 2013
Code of Self-Discipline
• Directors appointed by TEF committed not to participate in discussion/voting on Brazilian and Argentine telecommunications markets
Note: After Mr. Franco Bernabè’s resignation, a new President needs to be appointed. Until then, his duties are carried out by Mr. Aldo Minucci
Aldo Minucci Deputy Chairman
Marco Patuano CEO
Cesar Alierta Director (appointed by Telefonica)
Julio Linares Lopez Director (appointed by Telefonica)
Gabriele Galateri di Genola Director (appointed by Italian Telco Shareholders)
Gaetano Miccichè Director (appointed by Italian Telco Shareholders)
Renato Pagliaro Director (appointed by Italian Telco Shareholders)
Tarak Ben Ammar Director (appointed by Italian Telco Shareholders)
Luigi Zingales Director (independent, appointed by Assogestioni)
Lucia Calvosa Director (independent, appointed by Assogestioni)
Massimo Egidi Director (independent, appointed by Assogestioni)
Jean Paul Fitoussi Director (independent, appointed by Telco)
Mauro Sentinelli Director (independent, appointed by Telco)
Angelo Provasoli Director (independent, appointed by Telco)
46MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Governance: Board of Directors and CommittesBoard of directors: 14 Board members, out of which 13 non executive directors (6 independent)
• 4 non executive, all independentControl and Risk Committee
• 1 executive
• 4 non executive, out of which 1 independentExecutive Committee
• 3 non executive, out of which 2 independentNomination and Remuneration Committee
47MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
AGM /EGM 20th of December
Telecom Italia received a request from the shareholder Findim Group S.A. (owner of 671,431,444 ordinary shares, corresponding to 5.004% of the voting capital of the Company) to call the ordinary Shareholders' Meeting in order to discuss and resolve upon the following agenda:
removal from office of the majority of the Directors presently in charge (that are those at the time presented by Telco S.p.A. or co-opted later
consequent renewal of the entire BoD, after determining the number of members of the Board, as a result of the majority of the seats becoming vacant pursuant to Article 9.10 of the Company Bylaws
9.10 Should a majority of the seats on the Board of Directors become vacant for any cause or reason, the remaining directors shall be deemed to have resigned and they shall cease to hold office from the time the Board of Directors has been reconstituted by persons appointed by the Shareholders’ Meeting
• related and consequent resolutions
48MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
AGM /EGM 20th of December
The Meeting of the Ordinary Shareholders of Telecom Italia S.p.A. has been called to meet at 11.00 am on 20 December 2013 (in a single call) in Rozzano (Milan) at Viale Toscana 3, to discuss and resolve on the following
AGENDA
Ordinary session
1. Proposal of the shareholder Findim Group S.A. to remove from office the Directors Aldo Minucci, Marco Patuano, Cesar Alierta Isuel, Tarak Ben Ammar, Lucia Calvosa, Massimo Egidi, Jean Paul Fitoussi, Gabriele Galateri, Julio Linares Lopez, Gaetano Miccichè, Renato Pagliaro, Mauro Sentinelli, Angelo Provasoli
2. In the case of approval of the proposal for removal specified in item 1 – Appointment of the Board of Directors – related and consequent resolutions
3. In the case of non-approval of the proposal for removal specified in item 1 – Appointment of two Directors, to supplement the Board of Directors in office
Extraordinary session
1. Elimination of the nominal value of the ordinary shares and savings shares. Amendment to the Company’s Bylaws - related and consequent resolutions
2. Increase in share capital and disapplication of preferential subscription rights through the issue of ordinary shares servicing conversion of bonds issued by the subsidiary Telecom Italia Finance S.A. for an overall amount of EUR 1.3 billion - related and consequent resolutions
49MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Back up
50MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Abstract from article 9 of Telecom Italia’s Bylaws …BoD consists of not less than 7 and not more than 19 members…The AGM establish the number of members of the BoD, which shall remain unchanged until a different number is established
The BoD shall be appointed, in accordance with the applicable laws and regulations, on the basis of slates presented by the shareholders or by the outgoing BoD
Slates may be submitted only by shareholders who alone or together with other shareholders hold a total number of shares representing at least 0.5% (or such other amount established by Consob regulations) of the share capital entitled to vote at the Ordinary Shareholders’ Meeting
The Board of Directors shall be elected as specified below: four-fifths of the Directors to be elected shall be chosen from the slate that obtains majority of the votes (Majority Slate) in the order they are listed on the slate; in the event of a fractional number, it shall be rounded down to the nearest whole number; without prejudice to compliance with the applicable laws and regulations concerning the limits to the link with the Majority Slate the remaining directors shall be taken from the other slates; to that end, the votes obtained by the various slates shall be divided successively by whole numbers from one up to the number of directors to be chosen. The quotients thus obtained shall be assignedto the candidates on each slate in the order specified thereon. On the basis of the quotients assigned, the candidates on the various slates shall be arranged in a single decreasing ranking. Those who have obtained the highest quotients shall be elected
If more than one candidate obtains the same quotient, the candidate from the slate that has not yet elected any director or that has elected the smallest number of directors shall be electedIf none of such slates has yet elected a director or all of them have elected the same number of directors, the candidate from the slate that obtained the largest number of votes shall be elected. If the different slates have received the same number of votes and their candidates have been assigned the same quotients, a new vote shall be held by the entire Shareholders’ Meeting and the candidate obtaining the simple majority of the votes shall be elected
51MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia BoD: 6 Indipendent members1 – Lucia Calvosa (Member of the Internal control and governance committee)
She was born on 26 June 1961 in Rome and is a full professor of commercial law in the Faculty of Economics of PisaUniversity. After graduating in the 1982/83 academic year, obtaining a first class degree in law from Pisa, she hasremained at this University throughout her academic career. After obtaining a permanent position as a researcher, shequalified as an associate professor in 1998, and as a full professor in 2000. In the Faculty of Economics at Pisa, inaddition to teaching Commercial Law and Bankruptcy Law in the Faculty of Economics, she also taught Private Law andBanking Law for some years.
She was appointed to Chair the degree course in Economics and Commerce and served two terms of office, Chairs the Scientific TeachingCommittee of her regional professional association of chartered accountants (Associazione Ordine Dottori Commercialisti dell’Alto Tirreno) and isa member of the Board of academic tutors for postgraduate research in Italian and international commercial law at Cattolica University in Milan.She has for many years undertaken research and studies at the Institut für ausländisches und internationales Privat- und Wirtschaftsrecht of theUniversity of Heidelberg. She has attended many Italian and international Conferences as speaker and participant. In addition to a significantnumber of articles in major legal journals, she has published three monographs, entitled: La clausola di riscatto nella società per azioni. She hasbeen asked to collaborate in the most widely used and accredited manuals of commercial disciplines currently in circulation.She has also collaborated in numerous commentaries, with contributions to several articles on the legislative decree on the reform of companylaw, and comments on some articles of post-reform bankruptcy law. She has been asked to collaborate in the most widely used and accreditedmanuals of commercial disciplines currently in circulation. In 2005 she was awarded the Ordine del Cherubino, the highest academic honourbestowed by the University of Pisa. Since 2005 she has been a member of the Board of Directors of the Fondazione Teatro di Pisa, and of the BoDof the Fondazione Arpa. Since 2009 she has been a member of the BoD of the Pisa Chamber of Commerce. In 2008 she was appointed a memberof the Fondazione Cassa di Risparmio di San Minato and of the Fondazione Cassa di Risparmio di Pisa. From June 2008 to April 2011 she wasChairman of the Cassa di Risparmio di San Miniato S.p.A., a publicly-owned bank with 88 branches distributed essentially throughout Tuscany. Inthis capacity she also held other offices, such as, for example, membership of the national committee of banks and served on the board of theItalian banking association, ABI (Associazione Bancaria Italiana). In February 2010 she was awarded a Unesco metal for having contributed, withthe publication of Monumenta, to highlighting and raising awareness of an important episode in Italian artistic culture in the spirit of Unesco.*
* This is an abstract of the curriculum
52MARCO PATUANO – PIERGIORGIO PELUSO
TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia BoD: 6 Indipendent members2 – Massimo Egidi (Member of theAppointment and remuneration committee)
He was born in Turin on December 1, 1942. He is a professor of Economics at the LUISS Guido Carli University in Romeof which he has been the Rector since 2005. His university career took place in Turin, at the Polytechnic and then at theUniversity's Faculty of Political Sciences (1965-86), then in Trento (from 1987 to 2004) and finally in Rome (2005 todate). He was the Rector of the University of Trento, from 1996 to 2004. He is currently Chairman of the Bruno KesslerFoundation of Trento.He participated in the activities of the European University Association (EUA), which performs a leader role in the
creation of a European space for research and training. He was the representative of the conference of Italian rectors in the EUA, authorized tospeak on issues of university governance, the relationship between industry and research, technology transfer, and research and innovationpolicies. Following his participation in the European debate on the reform of the university system (“Bologna process”) he is the author ofpublications in the field of Higher Education policies. He is also a member of the Università Italo Francese and is a founding member of theUniversità Italo Tedesca, of which he is currently the Chairman pro tempore.As far as the academic activities are concerned, he was a visiting fellow at the Washington University of St. Louis (1975), visiting Professor at theCenter for Research on Management at the Graduate Business School, University of California at Berkeley (1993); visiting scholar at the IIASA,Laxenburg – Austria (1994), at Stanford University (2003) and at the Santa Fe Institute and more recently in Paris at the Ecole Politecnique, theEcole Normale Superieure, and the Collège de France. He has been an invited speaker at over one hundred conferences and seminars in Europeand the United States. He is the author of over 50 scientific publications on topics such as behavioural economics, theory of organisation andorganisational learning, and theory of decisions, under the umbrella of the scientific approach developed by Herbert Simon (Nobel prize 1980)from the 1950s onwards, which today is summarised as the “bounded rationality” approach. A parallel line is represented by the collaborationwith Reinhardt Selten (Nobel prize 1994), again on themes of bounded rationality and by the research carried out in recent years in the area ofBehavioral Economics. He is co-chairman with Jean Paul Fitoussi of the Herbert Simon Society and director, with Axel Leijonhufvud, of theLaboratory of Experimental and Computational Economics (CEEL, Trento). He is also a member of some scientific and academic committees,including the Scientific Committee of ESNIE – European School on New Institutional Economics, the Université de Paris X, of the Doctorate inEconomics at Sciences Po (Paris). He is associate editor of a number of Italian and foreign journals, including Industrial and Corporate Change,and Mind and Society. He was responsible for the National Research Programme in the sector of Economics and Social Sciences 2009-13.He is a member by right of the Scientific Committee of Confindustria.
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TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia BoD: 6 Indipendent members3 – Jean Paul Fitoussi (Member of the Appointment and remuneration committee Member ofthe Internal control and governance committee)
Jean-Paul Fitoussi was born in La Goulette (Tunisia) on August 19, 1942.Mr. Fitoussi has been a Director of Telecom Italia since May 6, 2004. Mr. Fitoussi is Professor of Economics at theInstitut d'Études Politiques in Paris, where has been teaching since 1982 and whose Scientific Committee he nowchairs. He is currently Chairman of the Observatoire Français des Conjonctures Economiques (OFCE), an economicresearch and forecasting institute.
Mr. Fitoussi graduated cum laude in Law and Economics from the University of Strasbourg with a thesis on inflation, equilibrium andunemployment. He began his academic career as contract professor at the University of Strasbourg. Between 1979 and 1983 he taught at theEuropean Institute in Florence, and in 1984 he was visiting professor at the University of California, Los Angeles. Since 1998 he has been amember of the board of the École Normale Supérieure. In 1997 he became a member of the Prime Minister's Council for Economic Analysis. In1996 he was appointed member of the Commission Économique de la Nation. He has been secretary of the International Economic Associationsince 1984 and since 2000 he holds the position of Expert for the Economic and Monetary Committee of the European Parliament. Between 1990and 1993 he was Chairman of the Economic Council of the European Bank for Reconstruction and Development. In the field of publishing, Mr.Fitoussi is managing editor of the Revue et Lettre de l'OFCE and member of the Editorial Board of Labour and The International Journal ofDevelopment Planning Literature, member of the Scientific Committees of the International Labour Review, and Internationale Critique. Hehaswritten regularly for French and foreign newspapers, and is leader writer for La Repubblica and Le Monde. In the field of research, Mr. Fitoussihas concentrated on inflation theory, unemployment, foreign trade and the role of macroeconomic policy. As Chairman of the OFCE and founder ofits International Economic Policy Group (of which he is a member), he has made numerous contributions to the current economic policy debate,particularly on the issues of economic integration and transition. Mr. Fitoussi has received the Association Français de Sciences Économiques(French Association for Economic Sciences) Award, and the Rossi Award from the Académie des Sciences Morales et Politiques (Academy of Moraland Political Sciences). He has been awarded various honours including the Honorary Deanship of the Faculty of Economics in Strasbourg, HonorisCausa degree at the Buenos Aires University, and in his own country the decorations of Chevalier de l'Ordre National du Mérite (Knight of theNational Order of Merit) and Chevalier de la Legion d'Honneur (Knight of the Legion of Honour).
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TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia BoD: 6 Indipendent members
from Kellogg University (Chicago, USA). In 1974 he joined SIP (now Telecom Italia). In 1980 he became member of the IEC (InternationalElectrotechnical Commission) and of the CEPT (Conference Europeenne des Postes et Telecommunications). In 1983 he became founder memberof Global System for Mobile Communication (GSM) and Chairman of the sub-Committee for the choice of the GSM system.In 1991 he became Director of Marketing and Planning in the Mobile Division of SIP (now Telecom Italia).In 1992 he was appointed Chairman of ETNO (European Telecommunications Network Operators) for the mobile systems.In 1994 he was appointed Deputy Managing Director of Telecom Italia's Mobile Division. In 1996 he designed and launched the prepaid "TIMcard"service for which he received the Outstanding Marketing Award from the GSM MoU Association.In May 1997 he left TIM for an experience in the U.S. and in July 1999 he returned to TIM as Group Managing Director.In January 2000 he received the 1999 Man of the Year Marketing Award. In February 2002 he received the "Roll of Honour for LifetimeAchievement Award" from the GSM Association. In April 2002 he was appointed member of the TIM Board of Directors. In February 2003 he waselected Deputy Chairman of the GSM Association. In December 2004 and 2005 he was re-elected Deputy Chairman of the GSM Association for theperiod 2005-2006 and 2006-2008. In January 2005 he stepped down as Managing Director of TIM and left the Telecom Italia Group. In 2008 hebecame Affiliate Member of the University of California (UCLA), Los Angeles, and was appointed member of Board of GSMA Ltd, the industrial armof the GSM Association. He was awarded by the Presidency of the Italian Republic: 1999 Cavaliere della Repubblica; 2002 Commendatore dellaRepubblica; 2006 Grand'Ufficiale della Repubblica. He is currently member of the Board of GSMA Ltd and Chairman of the Board of Enertel Servizi srl.
4 – Mauro Sentinelli (Member of the Executive Committee; Member of the Internal controland governance committee)
Mauro Sentinelli was born in Rome (Italy) in 1947.He was confirmed in the position of member of the Board of Directors during the Shareholders’meeting of 12th April 2011. He had already been part of the Telecom Italia Board of Directors from 2010 until 2011.Degree in Electronic Engineering – Rome University (1st Class Hons) Master's Degree specializing inTelecommunications – Turin Polytechnic (1st Class Hons); MBA CEDEP-INSEAD (Fontainebleau, France) Short MBA
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TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia BoD: 6 Indipendent members
McCormack Professor of Entrepreneurship and Finance.In the academic year 2005-2006 he held the prestigious Taussig Research Professorship at Harvard University.From 1994 he is Associate at the National Bureau of Economic Research (NBER), from 1997 he is member of the Center for Economic PolicyResearch (CEPR), from 2002 he is member of the European Corporate Governance Institute, from 2005 he is Director of the American FinanceAssociation, Member of the Bruegel Scientific Council and from 2006 he is Member of the Committee on Capital Market Regulation.In his career he has received various prizes and he has had many affiliations, among which in 2003 he won the Bernacer Prize for the bestEuropean young financial economist and in latest two academic years he has obtained the research finance from the Templeton Foundation.His research interests span from corporate governance to financial development, from political economy to the economic effects of culture. Hehas published extensively in the major economics and financial journals.He has written a great deal of publications and he is leader writer for L'Espresso and Il Sole 24 Ore.
5 – Luigi Zingales (Member of the Appointment and remuneration committee)
Luigi Zingales was born in Padua on February 8, 1963.Mr. Zingales has been a Director of Telecom Italia since April 16, 2007.After achieving a Degree in Economic and Social Studies at Bocconi University, he earned a Doctorate in Economics in1992 at the Massachusetts Institute of Technology (MIT) in Boston.In the same year he began to work at the Graduate School of Business of the University of Chicago as AssistantLecturer and subsequently an Associate Professor and full Professor of Finance. Since 2006 he has been the Robert C.
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TELECOM ITALIA GROUPTI Investor Meetings, Nov. 11-15 2013
Telecom Italia BoD: 6 Indipendent members6 – Angelo Provasoli
Born in Milan on June 7th 1942, degree in Business Administration granted by the Università Commerciale Luigi Bocconi. Final grade: 110 / 110 summa cum laude.In 1967 he joined the faculty of Business Administration at the Università L. Bocconi as Assistant Professor. In 1976 he was appointed full Professor of Business Administration. He taught at the Università degli Studi of Catania and at the Università degli Studi of Bergamo. Since 1983 he has been full Professor of Accounting at the Università L. Bocconi, Milan.He is Professor Emeritus at Università L. Bocconi. He has been Rector of Università L. Bocconi from 2004 to 2008.He is currently Chairman of the Board of Directors of RCS Media Group, Member of the Board of Directors of Bracco S.p.A. and Chairman of the Board of Statutory Auditors of Cassa Depositi e Prestiti and of Fondo Strategico Italiano. He has been President of the Board of Statutory Auditors of Bank of Italy, member of the Supervisory Board of EFRAG and Chairman of the Executive Committee of OIC - Organismo Italiano di Contabilità -, the Italian Accounting Standard Setter. He is Certified Public Accountant and member of the Italian Business Administration Society.He has been awarded with the Gold Medal of the City of Milan and with the Order of Merit of the Italian Republic.He is author of several publications on accounting and business administration.