TELECOM ITALIA Spa | 2021

The vote of Etica Sgr

On the following points Etica Sgr has expressed a vote not in line with management’s recommendations:

Report on the remuneration policy and compensation paid – Approval of the first section (remuneration policy)

Etica Sgr voted not in favour, because not all the requirements in the Engagement Policy are met. In particular, those relating to the severance agreement and the use of discretion. With reference to the severance agreement, it may exceed the maximum number of months set by Etica Sgr’s Engagement Policy, if including payments related to non-compete agreements.

The discretion noted refers to the possibility of exercising the so-called “Lump Sum” factor in the form of entry bonuses for the hiring of strategic resources. However, Etica Sgr takes a positive view of the presence of ESG KPIs in both the short- and medium/long-term variable components.

Report on the remuneration policy and compensation paid – Non-binding vote on the second section (2020 compensation)

Etica Sgr voted not in favour because the criterion regarding the use of discretion is not met.

7.2 Appointment of the Board of Directors: Appointment of Directors – List Voting

Etica Sgr supported the list of candidates for the Board of Directors presented by institutional investors and managers, in the definition of which, Etica Sgr was involved.

9.2 Appointment of the Board of Auditors: Appointment of standing and alternate Auditors – List voting

Etica Sgr supported the list of candidates for the Board of Auditors presented by institutional investors and asset managers, for which it contributed to reaching the quorum.

10.b Appointment of the Board of Auditors: Appointment of the Chairperson of the Board of Auditors – List voting

Etica Sgr supported the Candidate Chairperson of the list presented by institutional investors and asset managers, for which it contributed to reaching the quorum.

Other items on the Agenda

On the remaining items on the Agenda, Etica Sgr voted in favour, as they are consistent with Etica Sgr’s Engagement Policy.

Agenda

1. Financial statements as at 31 December 2020 – Approval of the documentation on the financial statements
   FOR 1.4
2. Financial Statements as at 31 December 2020 – Allocation of profits and losses for the year
   FOR 1.4
3. Report on the remuneration policy and compensation paid – Approval of the first section (remuneration policy)
   AGAINST 1.3
4. Report on the remuneration policy and compensation paid – Non-binding vote on the second section (2020 compensation)
   AGAINST 1.3
5. Appointment of the Board of Directors – Determination of number of members of the Board of Directors
   FOR 1.1
6. Appointment of the Board of Directors – Determination of term of office of the Board of Directors
   FOR 1.1
7. Election of Directors (10 Nominees)
   • 7.1 Appointment of the Board of Directors – Appointment of Directors Slate Submitted by Management
     DO NOT VOTE 1.1
   • 7.2 appointment of the Board of Directors – Appointment of Directors Slate Submitted by a Group of Fund Managers and SICAVs – Lista Assogestioni
     FOR 1.1
   • 7.2 bisAppoint Unelected Candidates Who Are Included in Properly
     DO NOT VOTE
8. Appointment of the Board of Directors – Determination of remuneration of the Board of Directors
   FOR 1.3.2
9. • 9.1 Appointment of the Board of Statutory Auditors – Appointment of the standing and alternate auditors Slate submitted by VIVENDI SA
     DO NOT VOTE 1.1
   • 9.2 Appointment of the Board of Statutory Auditors – Appointment of the standing and alternate auditors Slate Submitted by a Group of Fund Managers and SICAVs – Lista Assogestioni
     FOR 1.1
   • 9.3 Appointment of the Board of Statutory Auditors – Appointment of the standing and alternate auditors Slate Submitted by CDP SPA
     DO NOT VOTE 1.1
   • 9 bis Appoint Unelected Candidates Who Are Included in Properly
     DO NOT VOTE
10. • 10a Appointment of the Board of Statutory Auditors – Appointment of the Chairman of the Board of Statutory Auditors Chairman proposed from the Slate of VIVENDI SA
      DO NOT VOTE 1.1
    • 10b Appointment of the Board of Statutory Auditors – Appointment of the Chairman of the Board of Statutory Auditors Chairman proposed from the Slate of ASSOGESTIONI
      FOR 1.1
    • 10c Appointment of the Board of Statutory Auditors – Appointment of the Chairman of the Board of Statutory
      Auditors Chairman proposed from the Slate of CDP SPA
      DO NOT VOTE 1.1
11. Appointment of the Board of Statutory Auditors – Determination of fees
    FOR 1.3.2