(AGENPARL) – Wed 05 November 2025 ANNEXES TO THE PRESS RELEASE
TIM Group – Statements …………………………………………………………………………………………………………………………………………………………..
TIM Group – Separate Consolidated Income Statement……………………………………………………………………………………………………………
TIM Group – Consolidated Statement of Comprehensive Income ……………………………………………………………………………………………..
TIM Group – Consolidated Statement of Financial Position……………………………………………………………………………………………………….
TIM Group – Consolidated Statement of Cash Flows ………………………………………………………………………………………………………………..
TIM Group – Consolidated Statement of Changes in Equity ………………………………………………………………………………………………………
TIM Group – Net Financial Debt ………………………………………………………………………………………………………………………………………………..
TIM Group – Change in Adjusted Net Financial Debt…………………………………………………………………………………………………………………
TIM Group – Information by Operating Segment ………………………………………………………………………………………………………………………
Domestic ……………………………………………………………………………………………………………………………………………………………………………..
Brazil ……………………………………………………………………………………………………………………………………………………………………………………
TIM Group – Headcount ……………………………………………………………………………………………………………………………………………………………
TIM Group – Effects of non-recurring events and transactions on each item of the Separate Consolidated Income Statement ..
TIM Group – Debt structure, bond issues and maturing bonds ………………………………………………………………………………………………….
TIM Group – Disputes and pending legal actions ………………………………………………………………………………………………………………………
TIM Group – Alternative performance measures ………………………………………………………………………………………………………………………
November 5, 2025
This document has been translated into English for the convenience of the readers.
In the event of discrepancy, the Italian language version prevails.
TIM GROUP – STATEMENTS
The Consolidated Income Statement, Consolidated Statements of Comprehensive Income, Consolidated Statements of Financial
Position, Consolidated Statements of Cash Flows and Consolidated Statements of Changes in Equity, as well as the Consolidated
Net Financial Debt of the TIM Group, presented below, are consistent with the statements presented in the consolidated financial
statements contained in TIM’s Annual Financial Report for the year ended December 31, 2024 and the half-year financial report.
These statements have not been audited by the Independent Auditors.
The accounting policies and consolidation principles adopted are consistent with those applied for the TIM Group Consolidated
Financial Statements at December 31, 2024, to which reference is made, except for the amendments to the standards issued by
IASB and adopted starting from January 1, 2025.
TIM GROUP – SEPARATE CONSOLIDATED INCOME
STATEMENT
(million euros)
9 months to
9/30/2025
9 months to
9/30/2024
Changes
absolute
9,976
10,029
(0.5)
Total operating revenues and other income
10,173
10,145
Acquisition of goods and services
(5,789)
(5,215)
(574)
(11.0)
Employee benefits expenses
(1,074)
(1,056)
(1.7)
Other operating expenses
(425)
(451)
Change in inventories
(36.7)
Internally generated assets
(16.2)
(15.9)
(a-b)
Revenues
Other income
Operating profit (loss) before depreciation and amortization, capital
gains (losses) and impairment reversals (losses) on non-current assets
(EBITDA)
3,101
3,688
(587)
Depreciation and amortization
(2,197)
(2,323)
(71.4)
Gains (losses) on disposals of non-current assets
Impairment reversals (losses) on non-current assets
Operating profit (loss) (EBIT)
1,365
(457)
(33.5)
Share of profits (losses) of associates and joint ventures accounted for using
the equity method
(5.9)
(88.9)
Other income/(expense) from investments
Finance income
(8.9)
Finance expenses
(1,435)
(1,836)
(46.0)
Profit (loss) before tax from continuing operations
(133)
Income tax expense
(103)
Profit (loss) from continuing operations
(45.2)
Profit (loss) from Discontinued operations / Non-current assets held for sale
(508)
Profit (loss) for the period
(322)
Owners of the Parent
(109)
(509)
Non-controlling interests
(17.1)
Attributable to:
TIM GROUP – CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
In accordance with IAS 1 (Presentation of Financial Statements), the following Consolidated Statement of Comprehensive Income
include the Profit (loss) for the period as shown in the Separate Consolidated Income Statement and all non-owner changes in
equity.
(million euros)
Profit (loss) for the period
9 months to
9/30/2025
9 months to
9/30/2024
(322)
Other components of the Consolidated Statement of Comprehensive Income
Other items that will not be reclassified subsequently in the Consolidated Statement of
Comprehensive Income
Financial assets measured at fair value through other comprehensive income:
Profit (loss) from fair value adjustments
Income tax effect
Remeasurements of employee defined benefit plans (IAS19):
Actuarial gains (losses)
Income tax effect
Profit (loss)
Income tax effect
(e=b+c+d)
Profit (loss) from fair value adjustments
Loss (profit) transferred to Separate Consolidated Income Statement
Income tax effect
Profit (loss) from fair value adjustments
(178)
(184)
Loss (profit) transferred to Separate Consolidated Income Statement
Income tax effect
Profit (loss) on translating foreign operations
(555)
Loss (profit) on translating foreign operations transferred to Separate Consolidated Income
Statement
Income tax effect
(555)
Profit (loss)
Loss (profit) transferred to Separate Consolidated Income Statement
Income tax effect
(k=f+g+h+i)
(475)
(m=e+k)
(447)
(a+m)
(769)
Owners of the Parent
(756)
Non-controlling interests
Share of other comprehensive income (loss) of associates and joint ventures accounted
for using the equity method:
Total other components that will not be reclassified subsequently to Separate
Consolidated Income Statement
Other components that will be reclassified subsequently to Separate Consolidated
Income Statement
Financial assets measured at fair value through other comprehensive income:
Hedging instruments:
Exchange differences on translating foreign operations:
Share of other comprehensive income (loss) of associates and joint ventures accounted
for using the equity method:
Total other components that will be reclassified subsequently to Separate Consolidated
Income Statement
Total other components of the Consolidated Statement of Comprehensive Income
Total comprehensive income (loss) for the period
Attributable to:
TIM GROUP – CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
(million euros)
9/30/2025
12/31/2024
Changes
(a-b)
Goodwill
11,054
11,030
Intangible assets with a finite useful life
5,557
6,011
(454)
16,611
17,041
(430)
Property, plant and equipment owned
4,115
4,560
(445)
Rights of use assets
3,317
3,467
(150)
Investments in associates and joint ventures accounted for using the equity
method
Other investments
Non-current financial receivables arising from lease contracts
Assets
Non-current assets
Intangible assets
Tangible assets
Other non-current assets
Other non-current financial assets
(235)
Miscellaneous receivables and other non-current assets
1,697
1,795
Deferred tax assets
3,100
3,409
(309)
27,143
28,477
(1,334)
Total Non-current assets
Current assets
Inventories
Trade and miscellaneous receivables and other current assets
Current income tax receivables
4,036
4,146
(110)
Current financial assets
Current financial receivables arising from lease contracts
Securities other than investments, other financial receivables and other
current financial assets
2,209
1,651
Cash and cash equivalents
1,767
2,924
(1,157)
Current assets sub-total
4,017
4,619
(602)
8,388
9,186
(798)
1,012
1,012
1,162
Discontinued operations /Non-current assets held for sale
of a financial nature
of a non-financial nature
Total Current assets
Total Assets
1,162
9,550
9,186
(a+b)
36,693
37,663
(970)
(million euros)
9/30/2025
12/31/2024
Changes
(a-b)
Equity attributable to owners of the Parent
11,940
11,957
Equity attributable to non-controlling interests
1,363
1,404
13,303
13,361
Non-current financial liabilities for financing contracts and others
8,085
8,728
(643)
Non-current financial liabilities for lease contracts
2,538
2,421
Employee benefits
Deferred tax liabilities
Provisions
Equity and Liabilities
Equity
Total Equity
Non-current liabilities
Miscellaneous payables and other non-current liabilities
Total Non-current liabilities
(192)
11,991
12,791
(800)
3,515
3,870
(355)
6,302
7,074
(772)
Current liabilities
Current financial liabilities for financing contracts and others
Current financial liabilities for lease contracts
Trade and miscellaneous payables and other current liabilities
Current income tax payables
Current liabilities sub-total
10,356
11,511
(1,155)
of a financial nature
of a non-financial nature
1,043
Liabilities directly associated with Discontinued operations/Non-current
assets held for sale
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
1,043
11,399
11,511
(112)
(f=d+e)
23,390
24,302
(912)
(c+f)
36,693
37,663
(970)
TIM GROUP – CONSOLIDATED STATEMENT OF CASH FLOW
(million euros)
9 months to
9/30/2025
9 months to
9/30/2024
2,197
2,323
Cash flows from operating activities:
Profit (loss) from continuing operations
Adjustments for:
Depreciation and amortization
Impairment losses (reversals) on non-current assets (including investments)
Net change in deferred tax assets and liabilities
Losses (gains) realized on disposals of non-current assets (including investments)
Share of losses (profits) of associates and joint ventures accounted for using the equity
method
Change in employee benefits
Change in inventories
Change in trade receivables and other net receivables
Change in trade payables
(770)
(424)
Net change in income tax receivables/payables
Net change in miscellaneous receivables/payables and other assets/liabilities
1,436
2,265
(1,329)
(1,517)
Cash flows from (used in) operating activities
Cash flows from investing activities:
Purchases of intangible, tangible and right of use assets on a cash basis
Capital grants received
Acquisition of control of companies or other businesses, net of cash acquired
Acquisitions/disposals of other investments
Change in financial receivables and other financial assets (excluding hedging and nonhedging derivatives under financial assets)
2,592
Proceeds from sale that result in a loss of control of subsidiaries or other businesses, net of
cash disposed of
3,904
Proceeds from sale/repayments of intangible, tangible and other non-current assets
(1,299)
5,240
Change in current financial liabilities and other
1,004
(1,102)
Proceeds from non-current financial liabilities (including current portion)
1,306
1,888
Repayments of non-current financial liabilities (including current portion)
(3,370)
(7,908)
Changes in hedging and non-hedging derivatives
Share capital proceeds/reimbursements (including subsidiaries)
(133)
(129)
Cash flows from (used in) investing activities
Cash flows from financing activities:
Dividends paid
Changes in ownership interests in consolidated subsidiaries
Cash flows from (used in) financing activities
Cash flows from (used in) Discontinued operations/Non-current assets held for sale
Aggregate cash flows
Net cash and cash equivalents at the beginning of the period
Net foreign exchange differences on net cash and cash equivalents
Net cash and cash equivalents at the end of the period
(1,243)
(6,980)
(1,320)
(e=a+b+c+d)
(1,115)
(795)
2,924
2,912
(h=e+f+g)
1,821
2,052
(1) The item includes investments in tradeable securities in the first nine months of 2025 for 1,476 million euros (1,891 million euros in the first nine months of 2024) and
redemptions of tradeable securities in the first nine months of 2025 for 1,605 million euros (2,055 million in the first nine months of 2024) relating to TIM S.A. and
Telecom Italia Finance S.A..
Purchases of intangible, tangible and right of use assets
(million euros)
9 months to
9/30/2025
9 months to
9/30/2024
Purchase of intangible assets
(544)
(528)
Purchase of tangible assets
(636)
(746)
Purchase of right of use assets
(505)
(494)
(1,685)
(1,768)
Total purchases of intangible, tangible and right of use assets on an accrual basis
Change in payables arising from purchase of intangible, tangible and right of use assets
Total purchases of intangible, tangible and rights of use assets on a cash basis
(1,329)
(1,517)
Additional Cash Flow information
(million euros)
9 months to
9/30/2025
9 months to
9/30/2024
Income taxes (paid) received
Interest expense paid
(852)
(1,159)
Interest income received
9 months to
9/30/2025
9 months to
9/30/2024
2,924
2,912
Dividends received
Analysis of Net Cash and Cash Equivalents
(million euros)
Net cash and cash equivalents at beginning of the period:
Cash and cash equivalents
Bank overdrafts repayable on demand
2,924
2,912
1,822
2,164
Net cash and cash equivalents at end of the period:
Cash and cash equivalents
Bank overdrafts repayable on demand
(112)
1,821
2,052
TIM GROUP – CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY
Changes from January 1, 2024 to September 30, 2024
Equity attributable to owners of the Parent
(million euros)
Balance at
December 31,
Share
capital
Additional
paid-in
capital
Reserve for
financial
assets
measured at
fair value
through
other
comprehensi
ve income
Reserve for
hedging
instruments
Reserve for
exchange
differences
translating
foreign
operations
Reserve for
remeasurem
ents of
employee
defined
benefit
plans (IAS
11,620
(1,959)
Share of
Other
other
reserves
comprehe
nsive
retained
income
earnings
(loss) of (accumulate
associates
d losses),
and joint
including
ventures profit (loss)
accounted
for the
for using
period
the equity
method
Total
Equity
attributable to
non-controlling
interests
Total Equity
3,591 13,646
3,867
17,513
(124)
(124)
(756)
(769)
(2,283)
(2,283)
Changes in equity
during the period:
Dividends
approved
Total
comprehensive
income (loss) for
the period
(355)
(509)
NetCo
deconsolidation
LTI granting of
treasury shares
Other movements
Balance at
September 30,
(643)
(638)
3,010
12,247
1,452
13,699
Share of
Other
other
reserves
comprehe
nsive
retained
income
earnings
(loss) of (accumulate
associates
d losses),
and joint
including
ventures profit (loss)
accounted
for the
for using
period
the equity
method
Total
Equity
attributable to
non-controlling
interests
Total Equity
11,957
1,404
13,361
(203)
(203)
(575)
11,624
(2,314)
Changes from January 1, 2025 to September 30, 2025
Equity attributable to owners of the Parent
(million euros)
Balance at
December 31,
Share
capital
Additional
paid-in
capital
Reserve for
financial
assets
measured at
fair value
through
other
comprehensi
ve income
Reserve for
hedging
instruments
Reserve for
exchange
differences
translating
foreign
operations
Reserve for
remeasurem
ents of
employee
defined
benefit
plans (IAS
11,624
(2,439)
2,920
Changes in equity
during the period:
Dividends
approved
Total
comprehensive
income (loss) for
the period
Other movements
Balance at
September 30,
11,624
(2,396)
(109)
2,799 11,941
1,362
13,303
TIM GROUP – NET FINANCIAL DEBT
(million euros)
9/30/2025
12/31/2024
Change
(a-b)
Non-current financial liabilities
Bonds
6,955
7,527
(572)
Amounts due to banks, other financial payables and liabilities
1,130
1,201
Non-current financial liabilities for lease contracts
2,538
2,421
10,623
11,149
(526)
Bonds
1,319
2,401
(1,082)
Amounts due to banks, other financial payables and liabilities
2,196
1,469
4,022
4,393
(371)
Current financial liabilities (*)
Current financial liabilities for lease contracts
Financial liabilities directly associated with Discontinued operations/Non-current assets
held for sale
Total Gross financial debt
15,268
15,542
(274)
Non-current financial assets
Securities other than investments
Non-current financial receivables arising from lease contracts
Financial receivables and other non-current financial assets
(411)
(646)
(449)
(686)
Current financial assets
Securities other than investments
(1,443)
(1,539)
Current financial receivables arising from lease contracts
Financial receivables and other current financial assets
(766)
(112)
(654)
1,157
Cash and cash equivalents
Financial assets relating to Discontinued operations/Non-current assets held for sale
(1,767)
(2,924)
(4,017)
(4,619)
(150)
(150)
Total financial assets
(4,616)
(5,305)
Net financial debt carrying amount
10,652
10,237
(118)
(111)
10,534
10,126
Total adjusted gross financial debt
14,974
15,189
(215)
Total adjusted financial assets
(4,440)
(5,063)
Reversal of fair value measurement of derivatives and related financial liabilities/assets
Adjusted Net Financial Debt
Breakdown as follows:
(*) of which current portion of medium/long-term debt:
Bonds
1,319
2,401
(1,082)
Amounts due to banks, other financial payables and liabilities
(277)
Current financial liabilities for lease contracts
TIM GROUP – CHANGE IN ADJUSTED NET FINANCIAL DEBT
(million euros)
9 months to
9/30/2025
9 months to
9/30/2024
Change
(a-b)
EBITDA
3,101
3,688
(587)
Capital expenditures on an accrual basis
(1,205)
(1,296)
Change in net operating working capital:
(1,096)
(536)
(560)
Change in inventories
Change in trade receivables and other net receivables
Change in trade payables
(894)
(621)
(273)
(123)
(245)
Change in payables for mobile telephone licenses/spectrum
Other changes in operating receivables/payables
Change in employee benefits
Change in operating provisions and Other changes
(112)
Net Operating Free Cash Flow
1,755
(949)
% of Revenues
(9.4)pp
Cash flows from sales of investments and other disposals
Share capital increases/reimbursements, including incidental expenses
Financial investments
Dividends payment
(133)
(129)
Increases in lease contracts
(480)
(472)
Finance expenses, income taxes and other net non-operating requirements flow
(429)
(303)
(126)
15,321
(15,321)
(315)
16,130
(16,445)
Impact on NFP of NetCo sale
Reduction/(Increase) in adjusted net financial debt from continuing operations
Reduction/(Increase) in net financial debt from Discontinued operations/Non-current
assets held for sale
(1,377)
1,284
Reduction/(Increase) in adjusted net financial debt
(408)
14,753
(15,161)
9 months to
9/30/2025
9 months to
9/30/2024
Change
(408)
14,753
(15,161)
Equity Free Cash Flow
(million euros)
Reduction/(Increase) in adjusted net financial debt
Impact for finance leases (new lease operations and/or renewals and/or extensions (-)/
any terminations/early extinguishing of leases (+))
Payment of TLC licenses and for the use of frequencies
Financial impact of acquisitions and/or disposals of investments
(15,298)
15,378
Dividend payment and Change in Equity
Equity Free Cash Flow
(368)
TIM GROUP – INFORMATION BY OPERATING SEGMENT
Domestic
(million euros)
9 months to
9/30/2025
9 months to
9/30/2024
Changes
(a-b)
absolute
Revenues
6,879
6,748
EBITDA
(522)
1,548
2,070
% of Revenues
% of Revenues
16,988
(*)17,751
Headcount at period end (number) (°)
(25.2)
(8.2)pp
(483)
(72.0)
(7.2)pp
(763)
(4.3)
(*) Includes agency contract workers: 139 as at September 30, 2025 (63 as at December 31, 2024).
(*) The headcount is current at December 31, 2024.
“Key Performance Indicators” by TIM Consumer
9/30/2025
12/31/2024
Total Fixed accesses (thousands)
6,974
7,169
9/30/2024
7,245
Of which active ultra-broadband accesses (thousands)
5,539
5,478
5,455
Fixed Consumer ARPU (€/month) (1)
Mobile lines at period end (thousands)
15,669
15,984
16,101
of which Human calling (thousands)
13,399
13,150
13,280
Mobile churn rate (%) (2)
Mobile Consumer Human calling ARPU (€/month) (3)
(1) Organic Consumer service revenues in proportion to the average number of Consumer accesses. The figures for 2024 have been proformated to the same perimeter
as for 2025.
(2) Percentage of human lines discontinued in the period compared to the average human lines.
(3) Organic consumer service revenues (excluding visitors and MVNOs) in proportion to average human calling lines.
Brazil
(million euros)
(million Brazilian reais)
Changes
9 months to
9/30/2025
9 months to
9/30/2024
9 months to
9/30/2025
9 months to
9/30/2024
Revenues
3,119
3,304
19,705
18,817
EBITDA
1,558
1,622
9,846
9,237
% of Revenues
4,581
3,977
% of Revenues
8,650
(*)9,123
Headcount at period end (number)
absolute
(c-d)
(c-d)/d
0.9pp
2.1pp
(473)
(5.2)
(*) The headcount is current at December 31, 2024.
TIM GROUP – HEADCOUNT
Average salaried workforce
(equivalent number)
9 months to
9/30/2025
9 months to
9/30/2024
Change
(a-b)
Average salaried workforce – Italy
14,057
14,307
(250)
Average salaried workforce – Outside Italy
8,602
8,816
(214)
Total average salaried workforce
22,659
23,123
(464)
Discontinued Operations
Total average salaried workforce – including Discontinued Operations (1)
12,753
(12,133)
23,279
35,876
(12,597)
Includes personnel on temporary employment contracts: 72 average personnel in Italy in the first nine months of 2025; 1 average personnel in Italy in the first nine
months of 2024.
Headcount period end
(number)
9/30/2025
12/31/2024
Change
(a-b)
Headcount – Italy
16,947
17,521
(574)
Headcount – Outside Italy
8,704
9,366
(662)
Total headcount at period end
25,651
26,887
(1,236)
26,338
26,887
(549)
9/30/2025
12/31/2024
Change
(a-b)
Domestic
16,988
17,751
(763)
Brazil
8,650
9,123
(473)
Discontinued Operations
Total headcount at period end – including Discontinued Operations (1)
Includes personnel on temporary employment contracts: 139 in Italy as at September 30, 2025; 63 in Italy as of December 31, 2024.
Headcount at period end – Breakdown by Business Unit
(number)
Other Operations
Total
25,651
26,887
(1,236)
TIM GROUP – EFFECTS OF NON-RECURRING EVENTS AND
TRANSACTIONS ON EACH ITEM OF THE SEPARATE
CONSOLIDATED INCOME STATEMENT
about the impact of non-recurring events and transactions on the individual items of the Separate Consolidated Income
Statement:
(million euros)
9 months to
9/30/2025
9 months to
9/30/2024
Expenses from regulatory litigation and sanctions and contingencies, other provisions and expenses
Impact on Operating profit (loss) before depreciation and amortization, capital gains (losses) and
impairment reversals (losses) on non-current assets (EBITDA)
Operating revenues and other income:
Other income – Contingent gain
Acquisition of goods and services, Change in inventories:
Acquisition of goods and services – Expenses related to agreements and the development of non-recurring projects
and other expenses
Employee benefits expenses:
Charges connected to corporate reorganization/restructuring and other costs
Other operating expenses:
Gains (losses) on disposals of non-current assets:
Gains on disposals of non-current assets
Impact on Operating profit (loss) (EBIT)
Other income (expenses) from investments:
Other (expenses)/income from corporate operations
Finance income:
Other finance income
Finance expenses:
Other finance expenses
Impact on profit (loss) before tax from continuing operations
(114)
(142)
Income tax expense on non-recurring items
Income (expense) relating to Discontinued operations / Non current assets held for sale
Impact on profit (loss) for the period
(206)
TIM GROUP – DEBT STRUCTURE, BOND ISSUES AND
MATURING BONDS
Revolving Credit Facility and Term Credit Facility
The following table shows committed credit lines:
(billion euros)
9/30/2025
Agreed
12/31/2024
Drawn down
Agreed
Drawn down
Revolving Credit Facility – April 2030 (*)
3.000
4.000
Term Credit Facility – July 2030
0.750
0.015
Total
3.750
0.015
4.000
(*) In accordance with the contract signed, the Banks have committed to make the funds available on demand (with at least 3 days’ notice). As this is a “Committed”
line, the banks have no mechanisms in place not to honor the request for funds made by the Company, without prejudice to the market standard early mandatory
cancellation clauses (Natural contract expiry, Change in control, Borrower illegality, Events of default each as defined in the contract).
On March 31, 2025, TIM signed an agreement to amend the existing Revolving Credit Facility, effective April 4, 2025, extending its
maturity to April 4, 2030 and reducing the amount from 4 billion euros to 3 billion euros.
On July 22, 2025, TIM entered into a new SACE-guaranteed 750 million euro Term Credit Facility with leading Italian and
international banks maturing on July 22, 2030 (pursuant to Law no. 30 of December 22, 2030, as amended), currently drawn by
2023 million euros.
Bonds
The change in bonds during the first nine months of 2025 was as follows:
(millions of original currency)
Currency
Amount
Issue date
7/23/2025
New issues
TIM Brasil 2,791,7 million BRL CDI+0.70%
2,791.7
TIM Brasil 2,208,3 million BRL CDI+0.85%
2,208.3
7/23/2025
TIM S.p.A. 500 million euros 3.625%
9/30/2025
Currency
Amount
Repayment date
(millions in original currency)
Repayments
TIM Brasil 5,000 million BRL CDI+2.3%
1/27/2025
TIM S.p.A. 1,000 million euros 2.750%
1,000
4/15/2025
TIM Brasil 5,000 million BRL CDI+2.3%
4/25/2025
TIM Brasil 5,000 million BRL CDI+2.3%
3,824
7/25/2025
TIM S.p.A. 1,000 million euros 3.000%
1,000
9/30/2025
The nominal redemption value of bonds maturing in the 18 months following September 30, 2025 issued by TIM S.p.A. and TIM S.A.
was 1,138 million euros, as detailed below:
TIM S.p.A:
375 million euros, maturing on January 28, 2026; on October 24, 2025, TIM notified the full early repayment of this bond, which
will be effected on November 24, 2025 at a redemption price equal to 100% of the principal amount of the bonds, following the
exercise of Clause 7.4 (Redemption at the option of the Issuer (Issuer Maturity Par Call)) of the terms and conditions applicable
to the Notes;
678 million euros, maturing on May 25, 2026;
TIM S.A.:
533 million reais (equivalent to 85 million euros as of 9/30/25), maturity June 2026.
The bonds issued by TIM S.p.A., Telecom Italia Finance S.A. and Telecom ltalia Capital S.A. do not contain financial covenants of
any kind (e.g. Debt/EBITDA ratio, EBITDA/Interest, etc.) or clauses that would entail the automatic early repayment of loans in the
event of non-insolvency events of the TIM Group; moreover, the repayment of bonds and the payment of interest are not backed
by specific guarantees, nor are there any commitments to issue future guarantees, with the exception of the full and unconditional
guarantees granted by TIM S.p.A. for bonds issued by Telecom Italia Finance S.A. and Telecom Italia Capital S.A..
Since these are mainly transactions placed with institutional investors on the main global capital markets (Euromarket and USA),
the terms governing the loans are in line with the market practice for similar transactions carried out on the same markets.
The documentation concerning the loans taken out by TIM contain the usual other types of covenants, including the commitment
not to pledge the Company’s assets as collateral for loans (negative pledge) and the commitment not to change the business
purpose or sell the assets of the Company unless specific conditions exist (e.g. the sale takes place at fair market value). Covenants
with basically the same content can be found in the export credit loan agreement.
In the loan agreements, TIM is required to provide notification of change of control. Events constituting a change of control and the
applicable consequences – including, at the discretion of the investors, the establishment of guarantees or the early repayment of
the amount paid in cash and the cancellation of the commitment in the absence of agreements to the contrary – are specifically
identified in each agreement.
In addition, the outstanding loans generally contain a commitment by TIM, any breach of which constitutes an Event of Default,
not to implement mergers, demergers or transfers of business, involving entities outside the Group, except where certain
conditions exist. Such an Event of Default may entail, upon request of the Lender, the early repayment of the drawn amounts and/
or the annulment of the undrawn commitment.
On May 19, 2021 – specifically with regard to the loans taken out by TIM with the European Investment Bank (“EIB”) – TIM extended
the loan taken out in 2019 (initial for 350 million euros) by an additional 120 million euros.
In addition, on May 5, 2023, TIM took out a loan with the EIB for 360 million euros, initially partially guaranteed by SACE. This
guarantee was definitively terminated on June 27, 2025.
Therefore, at September 30, 2025 the nominal total of outstanding loans with the EIB was 830 million euros.
Loans taken out with the EIB contain the following covenants and commitments, among others:
if the Company is subject to a merger, demerger or transfer of a business unit outside the TIM Group, or disposes of, divests or
transfers assets or business units (with the exception of certain disposals expressly permitted), it must immediately notify the
EIB, which will have the right to request the provision of guarantees or the amendment of the loan agreement, or the early
repayment of the loan (if a merger and demerger transaction outside the TIM Group jeopardizes the execution or operation of
the Project or is detrimental to the EIB in its capacity as creditor);
TIM has undertaken to ensure that, for the entire duration of the loan, the total financial debt of the companies belonging to
the TIM Group other than TIM, and except where such debt is fully and irrevocably guaranteed by TIM, this will be less than
35% (thirty-five per cent) of the total financial debt of the TIM Group;
“Clause for inclusion”, where, if TIM undertakes to maintain financial parameters in other loan agreements (and also certain
more stringent clauses, such as cross defaults and commitments to limit the sale of assets) that are not present or are more
stringent than those granted to the EIB, the latter will have the right to request, if it considers in its reasonable opinion that
such changes may have negative consequences on TIM’s financial capacity, the provision of guarantees or the amendment of
the loan agreement to provide for an equivalent provision in favour of the EIB.
Some contracts for outstanding loans granted to certain TIM Group companies as at September 30, 2025, contain obligations to
comply with certain financial ratios, as well as the usual other covenants, under penalty of a request for the early repayment of the
loan.
Finally, as at September 30, 2025, no covenant, negative pledge or other clause relating to the aforementioned debt position had in
any way been breached or violated. nor are any difficulties in complying with the covenants expected in the near future.
TIM GROUP – DISPUTES AND PENDING LEGAL ACTIONS
An overview of the most significant judicial, arbitration and tax disputes in which TIM Group companies are involved at September
30, 2025, as well as those that came to an end during the period is given below.
The TIM Group has posted liabilities totaling 300 million euros for those disputes described below where the risk of losing the case
has been considered probable.
It should be noted that for some disputes described below, on the basis of the information available at the closing date of this
Financial Disclosure and with particular reference to the complexity of the proceedings, to their progress, and to elements of
uncertainty of a technical-trial nature, it was not possible to make a reliable estimate of the size and/or times of possible
payments, if any. Moreover, in those cases in which disclosure of information about a dispute could seriously jeopardize the
position of TIM or its subsidiaries, only the general nature of the dispute is described.
Lastly, as regards the proceedings with the Antitrust Authority, please note that based on Article 15, subsection 1 of Italian Law
287/1990 (“Antitrust Regulations”), the Authority has the right to impose an administrative sanction calculated on the turnover of
the Group in cases of breaches considered serious.
(a) Significant disputes and pending legal actions
There had been no significant developments in the following pending litigations and legal actions since those disclosed in the 2024
Annual Report:
Colt Technology Services – A428;
Dispute relating to “Adjustments on license fees” for the years 1994-1998.
International tax and regulatory disputes
At September 30, 2025, companies belonging to the Brazil Business Unit were involved in tax or regulatory disputes, the outcome
of which is estimated as a possible loss totaling around 22.8 billion reais (22.3 billion reais at December 31, 2024), corresponding to
approximately 3.7 billion euros at September 30, 2025.
The main types of litigation are listed below, classified according to the tax to which they refer.
Federal taxes
In relation to the federal level of taxation, the following disputes should be noted:
disallowance of the tax effects of the merger between the companies of the TIM Brasil Group;
denial of the SUDENE regional tax benefit, due to alleged irregularities in the management and reporting of the benefit itself;
challenges regarding offsetting against previous tax losses;
further challenges regarding the tax deductibility of the amortization of goodwill;
imposition of income tax on certain types of exchange rate differences;
imposition of withholding taxes on certain types of payments to foreign entities (for example, payments for international
roaming);
further challenges regarding offsets made between taxes payable and group company credit positions. In this respect, during
the third and fourth quarters of 2024, an appeal was filed in relation to a dispute regarding the use of PIS and COFINS credits,
deriving from the exclusion of ICMS from the respective calculation bases, in offsetting against the taxes due. The amount in
question, classified as a possible risk, amounts to about 1.6 billion reais.
Overall, the risk for these cases, considered to be possible, amounts to 4.6 billion reais (5.1 billion reais at December 31, 2024).
State taxes
Within the scope of the state levy, there are numerous challenges regarding ICMS, and in particular:
challenges concerning the reduction of the tax base due to discounts granted to customers, as well as challenges regarding
the use of tax credits declared by group companies, with respect to the return of loaned telephone handsets, and following the
detection of contract frauds to the detriment of the companies;
subjection of some fees owed to group companies and classified by them as fees for services other than telecommunications
to ICMS;
challenges over the use of the “PRO-DF” tax benefit originally granted by some states, and subsequently declared
unconstitutional (the challenge refers to the actual credit due to ICMS, declared by TIM Cellular, now incorporated into TIM S.A.,
on the basis of the aforementioned tax benefits);
challenges relating to the use of ICMS credits claimed by Group companies as a result of the acquisition of property, plant and
equipment, and in relation to the supply of electricity to the companies, as well as in application of the provisions on acting as
a withholding agent;
fines imposed on group companies for irregularities in tax return compliance;
challenges of ICMS credits in relation to the tax substitution procedure applicable when equipment is bought and distributed in
different states;
challenges of ICMS credits deriving from the “special credit” recognized by the company to its prepaid customers, against
subsequent top-ups.
Overall, the risk for these cases, considered to be possible, amounts to 11.8 billion reais (11.1 billion reais at December 31, 2024).
Municipal taxes
Among disputes classified with a “possible” degree of risk, there are some relating to municipal taxes for a total amounting to
around 2.0 billion reais (around 1.9 billion reais at December 31, 2024).
FUST and FUNTTEL
The main challenges about contributions to the regulatory body (Anatel), and in particular in terms of FUST and FUNTTEL, concern
whether or not interconnection revenues should be subject to these contributions.
Overall, the risk for these cases, considered to be possible, amounts to 4.4 billion reais (4.2 billion reais at December 31, 2024).
Golden Power Case
In August 2017 the Prime Minister’s office brought proceedings against TIM (as well as Vivendi) in order to verify the fact that TIM
has an obligation to notify, pursuant to the “Golden Power” law, Vivendi’s acquisition of corporate control of TIM and the strategic
assets it holds. In September 2017, the proceedings in question concluded by affirming that this obligation did exist for TIM with
effect from May 4, 2017 (the date of the Shareholders’ Meeting that renewed TIM’s corporate boards).
As a result of this decision by the Presidency of the Council of Ministers, new and separate administrative proceedings started for
the imposition on TIM of the financial penalty laid down by the Golden Power law for non-compliance with the aforementioned
obligation to notify. These proceedings ended on May 8, 2018 with the imposition of a financial penalty of 74.3 million euros.
The Presidency of the Council of Ministers also exercised Golden Power under the decrees of October 16, 2017 and November 2,
2017. The Company, is convinced that it has the legal arguments to demonstrate that it was under no obligation to notify the
control exercised over it by Vivendi, filed separate extraordinary appeals to the President of the Republic to request the abrogation
of the order of September 28, 2017 for assessment of the Special Powers Decree of October 16, 2017, and the Special Powers
Decree of November 2, 2017, and before the Lazio Regional Administrative Court (TAR) against the aforementioned order of May 8,
2018, which imposed a financial penalty, requesting its precautionary suspension. As regards the appeal to the Lazio Regional
Administrative Court (TAR) against the provision of May 8, 2018, which imposed the financial penalty, the TAR, in upholding in July
2018 the interim petition lodged by the Company, has suspended payment of the penalty. Subsequently, in a non-definitive ruling
dated May 2019, the Lazio Regional Administrative Court (TAR), in view of the “originality” of the distinction in proceedings
between the assessment notice of September 28, 2017 and the penalty-imposing decree of May 8, 2018: (i) accepted TIM’s request
for provisional measures to suspend the fine conditional on the offer of the guarantee; (ii) granted the suspension of the procedure
to wait for the final judgment in the (injurious) case pending before the President of the Republic against the assessment notice of
September 28, 2017; (iii) rejected the procedural objections raised by the defendant administrations.
The extraordinary appeal to the President of the Republic, against the decree of November 2, 2017 exercising the special powers,
was dismissed.
It should also be noted that in May 2018 a guarantee bond for 74.3 million euros was issued in favor of the Presidency of the
Council. TIM had been requested to submit such a bond for its application to Lazio TAR for precautionary suspension of the
collection of the fine imposed for alleged breach of Art. 2 of Decree Law 21 of March 15, 2012 (the “Golden Power” law). The
guarantee bond was subsequently renewed up to November 30, 2025.
On September 13, 2023, TIM was notified that more than five years had elapsed since the appeal was filed, in accordance with
Article 82 of the Code of Civil Procedure. TIM therefore requested that a public hearing be held to discuss the appeal. The public
hearing was scheduled for January 10, 2024. Following the hearing, by way of order 709 of January 15, 2024, the Regional
Administrative Court upheld the suspension of the proceedings, as previously dictated by non-final judgment 6310 of May 23, 2019,
and upheld the suspension of the enforcement of the measure under the conditions dictated by that ruling, all of which pending
the decision in the extraordinary proceedings against the assessment notice of September 28, 2017.
In Opinion no. 1259/2024, rendered in the extraordinary proceeding against the assessment notice of September 28, 2017, the
Council of State agreed with the opinion expressed by the Lazio Regional Administrative Court in its non-final judgment of May
2019, finding the appeal inadmissible because the contested notice does not qualify as a measure but qualifies as a sub-procedural
act forming part of the sanctioning procedure (appealed to the Lazio Regional Administrative Court). Hence, on December 5, 2024,
TIM applied to the Lazio Regional Administrative Court for a precautionary measure to adjourn the proceedings against the
sanctioning decree, subject to the possibility of a further suspension pending the decision of the Council of State on the
extraordinary proceedings against the still pending Special Powers Decrees, and/or pending the decree of the Presidency of the
Republic to implement the aforementioned Council of State Opinion no. 1259/2024. The hearing before the Regional Administrative
Court was set for March 19, 2025. On conclusion of the hearing, the Bench retired to consider whether to suspend the case or to
render judgment. In its ruling of 23 May 2025, the Lazio Regional Administrative Court rejected the appeal and upheld the legality
of the fine imposed on TIM. On July 28, 2025, TIM appealed the ruling in the Council of State, with an application for a
precautionary suspension of the collection of the fine. At the hearing on August 28, the Council of State, having acknowledged the
submission of a new surety bond replacing the one issued for the first instance proceedings, granted the precautionary measure,
granting a stay until the hearing on the merits, which will be scheduled later.
Furthermore, TIM appealed before the Lazio TAR and then appealed before the Council of State against the provision with which
Consob, on September 13, 2017, affirmed Vivendi’s control over TIM. In December 2020, the Council of State issued a final judgment
upholding TIM’s appeal and canceling the provision by Consob, a significant premise to the entire subsequent proceedings of the
Presidency of the Council in relation to the obligation to Golden Power notification as described above. On June 14, 2021, Consob
submitted an extraordinary appeal to the Court of Cassation on grounds of jurisdiction; TIM filed an appearance, objecting that the
appeal is unlawful and inadmissible. Following the hearing in chambers held on October 11, 2022, on January 24, 2023, the order
was published whereby the Court of Cassation declared that Consob’s petition was unacceptable, consequently ordering it to pay
the dispute expenses.
COMM 3000 S.p.A. (formerly KPNQWest Italia S.p.A.) – A428
With writ of summons before the Rome Court, COMM 3000 S.p.A.(formerly KPNQWest Italia S.p.A.) filed a damages claim for a
total of 37 million euros in compensation for alleged anticompetitive and abusive conduct over the period 2009–2011, in the form of
technical boycotting (refusals to activate wholesale services – KOs); the claim was based on the contents of the decision of AGCM
(the Italian Competition Authority) that settled the A428 case. TIM filed an appearance, contesting all of the plaintiff’s allegations.
In the judgment with ruling in April 2019, the Court of Rome partially received the petitions of COMM 3000 S.p.A. (formerly
KPNQWest Italia S.p.A.), sentencing TIM to pay an amount significantly lower than the amount in the counterparty’s damages
claim. In June 2019, TIM appealed against the judgment. In the judgment given in April 2021, the Court of Appeal of Rome partly
upheld TIM’s appeal, reducing the amount of the compensation due to COMM 3000, which was in any case entirely covered by the
relevant provision. In November 2021, TIM has appealed to the Court of Cassation over the judgment of the Court of Appeal of
Rome in. The meeting in Council Chamber took place on June 13, 2023. By interlocutory order of July 19, 2023, the Court reinstated
the case to the case register. On October 30, 2024, a public hearing was held and the case was reserved for decision. In a ruling
dated January 28, 2025, the Supreme Court upheld the partially favorable ruling of the Rome Court of Appeal. In an appeal dated
April 24, 2025, TIM challenged the Supreme Court’s judgment to the European Court of Human Rights, claiming that the national
courts had violated its right of defence.
Eutelia and Clouditalia Telecomunicazioni (now Irideos) – A428
With a writ of summons dated May 2020, Eutelia in Extraordinary Administration and Clouditalia Telecomunicazioni S.p.A.,
purchaser of Eutelia’s TLC branch, brought an action against TIM before the Court of Rome, making claims for damages, of around
40 million euros, for damages allegedly suffered, in the period 2009-2012, following the technical boycott and margin squeeze
conduct, subject of AGCM (the Italian Competition Authority) procedure A428. TIM filed an appearance, contesting the claims
made by the opposing party and formulating a counterclaim, subject to quantification of the damages incurred during the
proceedings. On April 1, 2022, AGCM (the Italian Competition Authority) deposited the opinion envisaged by Art. 14, third subsection
of Italian Legislative Decree 3/2017, whereby it: (i) proposed certain benchmarks for use to define the counterfactual scenario on
which basis to quantify the damages allegedly suffered by Eutelia and Clouditalia; (ii) provided some additional indication and
criteria to estimate the various damage items demanded by Eutelia and Clouditalia. At the hearing held on June 15, 2022, the
Investigating Judge assigned time to the parties until July 8, 2022, by which to deposit written notes on the implications of the
opinion of the AGCM (the Italian Competition Authority) and the contents of any queries to be raised with the court appointed
expert. On October 24, 2022, the judge lifted the reservation and ordered an expert report on the an of TIM’s conduct and the
quantum of any damages suffered by Eutelia and Irideos as a result of such. On November 15, 2022, the court-appointed expert
witness was sworn in. The hearing to examine the court-appointed expert, originally scheduled for October 18, 2023, has been
postponed to February 7, 2024. Following a request from the court-appointed expert to extend the deadline for filing the final
report, the Judge once again postponed the hearing to examine the court-appointed expert to May 22, 2024. Ahead of the crossexamination of the court-appointed expert, TIM filed a motion to renew or add to the expert’s operations. The motion was not
granted by the Judge, who set the hearing for September 17, 2025, for the closing arguments, later adjourned to September 9,
2026. In the meantime, a settlement agreement has been reached which will lead to the dismissal of the proceedings.
Antitrust case A514
In June 2017 AGCM (the Italian Competition Authority) started proceedings A514 against TIM, to ascertain a possible abuse of its
dominant market position in breach of article 102 of the “Treaty on the Functioning of the European Union”. The proceedings were
started based on some complaints filed in May and June 2017, by Infratel, Enel, Open Fiber, Vodafone and Wind Tre, and concerns
a presumed abuse of TIM’s dominant position in the market for wholesale access services and for retail services using the
Broadband and Ultrabroadband fixed network. In particular, the AGCM (the Italian Competition Authority) hypothesized that TIM
had adopted conduct aimed at: (i) slowing and hindering the course of the Infratel tender processes so as to delay, or render less
remunerative the entry of another operator in the wholesale market; (ii) preemptively securing customers on the retail market for
Ultrabroadband services by means of commercial policies designed to restrict the space of customer contendibility remaining for
the competitor operators.
After the start of the proceedings, the Authority’s officials carried out an inspection at some of TIM’s offices in the month of July
2017. On November 2, 2017, TIM filed a defense brief in which, in support of the correctness of its actions, it challenged all the
arguments that the conduct it had allegedly engaged in, and which was the subject of the case, was unlawful.
On February 14, 2018, AGCM (the Italian Competition Authority) resolved to extend the scope of the case to investigate further
behavior concerning TIM’s wholesale pricing strategy on the market for wholesale access to Broadband and Ultrabroadband, and
the use of the confidential information of customers of the alternative operators.
On July 5, 2018 TIM filed proposed undertakings which, if accepted by the Authority, would close the investigation without any
offence being established or sanction being administered. The undertakings were considered as admissible by the Authority, that
market tested them in August and September.
On October 30, 2018, TIM replied to observations made by third parties and modified its proposed undertakings. With its decision
notified on December 4, 2018, AGCM (the Italian Competition Authority) once and for all rejected the proposed series of
undertakings as it considered them unsuitable in light of the objections raised.
On March 4, 2019, TIM requested AGCM (the Italian Competition Authority) for an extension of the deadline for closing the
proceedings (initially set for May 31, 2019).
On April 10, 2019, AGCM (the Italian Competition Authority) resolved to extend the deadline for conclusion of the proceedings until
September 30, 2019. On May 17, 2019, AGCM (the Italian Competition Authority) notified TIM of the results of the investigation (CRI).
In the CRI, AGCM (the Italian Competition Authority) essentially confirmed the case for the prosecution outlined in the start-up and
extension of the proceedings orders.
On June 12, 2019 AGCM (the Italian Competition Authority) extended the deadline for deposit of TIM’s final defence to September
20, 2019 and set the final hearing for September 25, 2019.
On September 18, 2019, AGCM (the Italian Competition Authority) resolved to further extend the deadline for conclusion of the
proceedings, which were scheduled for February 28, 2020.
On March 6, 2020, TIM was notified of the decision to close the investigation: AGCM (the Italian Competition Authority) ruled that
TIM had abused its dominant position, finding that TIM had put in place an anticompetitive strategy designed to hinder the
competitive development of investment in Ultrabroadband network infrastructure. The fine imposed on TIM for the anticompetitive offence is 116,099,937.60 euros.
On June 25, 2020 TIM sent AGCM (the Italian Competition Authority) the so-called compliance report as ordered in the final
provision.
In May 2021, the Company in any case paid the fine.
TIM appealed the aforementioned fine before the Lazio Regional Administrative Court (TAR). By judgment 1963/2022 of February
28, 2022, TIM’s appeal was rejected; TIM has appealed to the Council of State against the decision of the regional administrative
court.
In August 2022, Irideos notified a deed of intervention ad opponendum with respect to TIM’s principal appeal.
The related hearing for oral discussion was scheduled for May 25, 2023. At the end of the hearing, the Council of State ordered a
report from a court-appointed expert on three issues regarding the profitability of the investment in “white areas” with low
population density. On October 11, 2023, the court-appointed experts were sworn-in in the Council of State and requested an
extension to the completion deadlines. Under the new deadlines granted by the Council of State, the expert report was filed in May
2024.
At the public hearing on October 10, 2024, the case was reserved for decision; Open Fiber requested that the operative part be
published in advance. On October 25, 2024, the Council of State published the operative part of the judgment, in which it dismissed
the motions (including preliminary motions) of the parties and partially upheld the appeal and, partially reforming of the appealed
judgment, upheld the appeal at first instance only insofar as the measurement of the penalty imposed, which is reduced by 25%; it
dismissed all other parts of the appeal and upheld the contested order from all other counterclaims. On November 13, 2024, the
judgment was published and TIM initiated the necessary procedures to obtain partial restitution of the penalty in the amount of
29,024,984.40 euros, plus statutory interest, from the date of payment until the date of actual restitution. On February 27, 2025,
AGCM notified the Ministry of Enterprises and Made in Italy of the clearance for payment to TIM of the aforementioned amount
following the Authority’s redetermination at 87,074,953.20 euros of the penalty imposed on TIM for the conduct ascertained in
Order No. 28162 of February 25, 2020. At the request of TIM, MIMIT has repaid the aforementioned sum of 29,024,984.40 euros and
Open Fiber
In March 2020, Open Fiber (OF) sued TIM before the Court of Milan, claiming damages of 1.5 billion euros for alleged abuse of an
exclusive and dominant position in relation to OF. The alleged actions consist of: (i) preemptive investments in FTTC networks in
white areas; (ii) initiating specious legal action to obstruct Infratel tenders; (iii) spurious repricing of certain wholesale services; (iv)
commercial lock-in offers on the retail market; (v) false disclosure to AGCOM in connection with the approval of a wholesale offer
and spreading rumors about TIM being interested in acquiring OF; (vi) discriminatory access conditions to TIM passive
infrastructure. TIM filed an appearance, contesting the arguments of OF. Enel S.p.A. intervened in the proceedings, asking that TIM
be ordered to compensate all damages suffered and being suffered by Enel and OF, without, however, quantifying such. During the
course of proceedings, Open Fiber redetermined the damage allegedly suffered, taking it to 2.6 billion euros plus interest and
monetary revaluation. Open Fiber has also clarified that it believes such damages are still to be suffered. Enel then quantified the
damages allegedly suffered as approximately 228 million euros, plus interest. On October 19, 2022, the hearing was held for
admission of the evidence, after which the judge reserved the right to deliberate. By order of July 17, 2023, the Court of Milan lifted
the reservation and deferred the hearing for delivery of the verdict until April 3, 2024. At the hearing of April 3, the Judge ordered
that Court obtain the expert witness report rendered in the appeal proceedings brought by TIM before the Council of State against
the unfavorable ruling of the Regional Administrative Court relating to fines imposed in relation to case A514. The case was then
adjourned to be heard on June 12, 2024, with the Judge reserving the right to deliberate.
By order served on July 5, it was deemed fit – in order to adjudicate whether to stay the proceedings as requested by TIM – to invite
the Parties to make their closing arguments. For this purpose, a hearing was set for September 18, 2024, with the Parties ordered to
make their submissions in writing and invited to waive the time limits for the filing of closing briefs. This hearing was replaced by
the filing of written notes only. The Court of Milan, in accepting the motion of TIM, ordered to stay the proceedings until the
proceedings before the Council of State are concluded.
Following the publication of the Council of State’s ruling on November 13, 2024, Open Fiber applied for the case to be resumed on
November 18, 2024, and simultaneously applied for a hearing to be set. The resumptive hearing was scheduled for May 20, 2025.
At the hearing of May 20, 2025, the investigating judge, having taken note of Open Fiber’s waiver of certain preliminary motions,
granted a time limit (i) until May 30, 2025 for Open Fiber to clarify its positions and (ii) until June 10, 2025 for TIM and Enel to
counterclaim on this point, setting the hearing for June 18, 2025. The parties filed their respective pleadings.
At the hearing of June 18, 2025, the investigating judge asked the parties to summarise their considerations on the possible anticompetitive effects of TIM’s conduct sanctioned in Measure A514, as ascertained by the AGCM as the case may be, assigning a
deadline until July 30, 2025 and setting the next hearing for October 1, 2025, later adjourned to November 5, 2025.
Irideos
In January 2022, Irideos summonsed TIM to the Court of Rome, making a claim for damages allegedly suffered as a consequence
of the unlawful conduct of TIM, as sanctioned by AGCM (the Italian Competition Authority), with the provision that concluded case
A514 (“follow-on claim”). The compensation claim comes to 23,204,079.87 euros for damages caused by the anti-competitive
behavior of TIM from 2017 to 2019 (with effects also in subsequent years) on the market for services of wholesale access to the
Broadband and Ultra-broadband fixed network (the “wholesale market”) and on the market for retail telecommunications services
on the Broadband and Ultra-broadband fixed network (the “retail market”). TIM filed an appearance, contesting the opposing
party’s arguments. At the hearing held on June 1, 2022, the investigating judge (i) assigned the parties time for depositing the briefs
with terms running from February 15, 2023 and (ii) deferred the case to the hearing of June 7, 2023. The hearing for the taking of
evidence was set for October 5, 2023. The Judge, having taken note of Irideos’ request to defer the hearing and motivated by the
judgment pending in case A514 before the Council of State, deferred the hearing of the parties until October 10, 2024, which was
further postponed to March 13, 2025. On that date, the judge ordered a further postponement, scheduling a new hearing for
October 22, 2025. In the meantime, a settlement agreement was reached between the parties, resulting in the withdrawal of the
proceedings and the extinction of the proceedings declared by the Court of Rome with a ruling dated August 29, 2025.
28-day billing
AGCOM resolution 121/17/CONS introduced instructions on billing intervals for telephony, prescribing, for fixed telephony, that the
interval should be monthly, or multiples thereof, and, for mobile telephony, that it should be at least four-weekly. TIM appealed
Resolution 121/17/CONS to the Regional Administrative Court. The judgment rejecting the appeal was published in February 2018.
TIM appealed this judgment to the Council of State in June 2018. On September 23, 2020, the non-definitive ruling was published
whereby the Council of State joined the appeals submitted by TIM, Vodafone, Fastweb and Wind Tre and ordered the prejudicial
deferral to the European Union Court of Justice (CJEU) on whether or not the Authority had the power to regulate the frequency of
renewal of the commercial offers and invoicing periods, at the same time rejecting the other grounds of appeal submitted by the
operators and suspending proceedings. On June 8, 2023, the EU Court of Justice published its decision concluding that the Italian
legislation granting AGCom the power to impose a monthly or multi-monthly billing requirement on fixed and convergent
telephone service operators for the renewal and invoicing of such offers, is not contrary to EU law. When proceedings resumed
before the Council of State in December 2023, TIM requested that its appeal be ruled inadmissible due to a lack of interest. On
January 18, 2024, the State Council declared the right to be extinguished.
With its Resolution 499/17/CONS, having confirmed the breach of Resolution 121/17/CONS, AGCOM fined TIM 1,160,000 euros,
ordering it to make provision – when the billing cycle was restored to monthly intervals or multiples thereof – to return the
amounts corresponding to the fee for the number of days that, from June 23, 2017, had not been used by the users in terms of the
supply of service due to the misalignment of the four-weekly and monthly billing cycles.
In March 2018 with resolution no. 112/18/CONS, AGCOM (i) revoked the preceding resolution 499/17/CONS in the part in which TIM
was ordered to repay the amounts presumably lost from June 23, 2017 onwards, with the four-weekly billing cycle, (ii) cautioned
TIM, with regard to fixed-line voice services only, against postponing the starting date of invoices issued after the return to monthly
invoicing by the same number of days as those presumably deducted starting from June 23, 2017 with the four-weekly invoicing
cycle.
Under Presidential Decree 9/18/PRES, AGCOM amended the provisions of Decision 112/18/CONS requiring the deferment of billing
once the billing cycle was restored to monthly intervals, or multiples thereof, while also ordering that the timescales for complying
with the order would be identified after hearings with the operators and the main consumer protection associations.
In July 2018, AGCOM issued resolution 269/18/CONS, with which it set December 31, 2018 as the date by which the operators had
to return to their fixed network customers a number of days of service equal to those eroded as an effect of 28-day billing, or
propose to the affected customers any alternative compensatory measures, after having notified them to AGCOM. TIM has
appealed all of the above resolutions.
With the judgment published in November 2018, the Regional Administrative Court (TAR) canceled the pecuniary administrative
sanction of 1.16 million euros imposed with Resolution 499/17/CONS, and confirmed the obligation of restitutio in integrum to the
fixed-line customers by December 31, 2018, the grounds for the judgment were instead published on May 10, 2019. TIM appealed
the judgment to the Council of State.
In judgment 39 of January 2, 2024, the Council of State rejected TIM’s main appeal, in keeping with its prior rulings in the appeals
brought by the other operators, and upheld the legitimacy of the measures adopted by AGCOM. In the same decision, the
administrative court of appeal also rejected AGCOM’s counter-appeal aimed at reinstating the 1,160,000 euro sanction that had
originally been imposed on TIM and was later annulled by the Lazio Regional Administrative Court.
In August 2019, AGCOM initiated a new sanctions procedure (CONT 12/19/DTC) for failing to comply with the order to refund fixed
and converged network customers for the days eroded by 28-day billing, through the procedures established in resolutions 112/18/
CONS and 269/18/CONS. At the end of this procedure, the Authority found in Resolution 75/20/CONS that TIM had failed to comply
with these resolutions and imposed a fine of 3 million euros. In July 2020, TIM appealed the decision before the Regional
Administrative Court. We are waiting for a date to be fixed for the discussion hearing.
In the civil proceedings, by judgment published on October 14, 2021 the Court of Milan, under the scope of the case on the merits
brought by Associazione Movimento dei Consumatori in 2018 regarding the pricing and 28-day renewal for fixed line and
converging offers, confirmed the order given on June 4, 2018 by the same Court upon closure of the complaint brought by TIM
pursuant to Art. 669 terdecies of the Italian Code of Civil Procedure and the measures set out therein, ordering TIM to fulfill the
requests for repayment of prices paid as a result of customer maneuvers – including discontinued, as indeed TIM had already been
doing since 2018, at the same time also extending the period relevant to the recognition of the reimbursement through to April 1,
2017 and therefore earlier than June 23, 2017, the date on which the operators will need to comply with Resolution no. 121/17/
CONS. TIM has appealed the judgment of the Court of Milan, at the same time filing a request for suspension of its enforcement.
With order of January 11, 2022, the Court of Appeal of Milan partially accepted TIM’s request, suspending the charge in the
judgment relating to the order to send a registered letter to all discontinued customers that were subject to billing every 28 days to
inform them of the possibility to obtain a refund of the additional amounts paid as a result of the maneuver. By judgment
published on December 9, 2022, the Milan Court of Appeal confirmed the first instance judgment in full. On January 12, 2023, TIM
notified the appeal to the Court of Cassation and on January 16, 2023 it also filed the appeal pursuant to Art. 373 of the Italian Code
of Civil Procedure with the Milan Court of Appeal, asking that enforcement of the ruling be suspended until the judgment pending
before the Court of Cassation had been settled.
By order of February 14, 2023, the Milan Court of Appeal, in partially upholding TIM’s appeal, ordered suspension of the judgment in
connection with the order to send the recorded delivery letters to former customers, whilst awaiting the decision of the Supreme
Court. By Order published on February 15, 2024, the Court of Cassation rejected TIM’s appeal.
On January 24, 2025, a public hearing was held on the appeal brought by TIM against Resolution no. 75/20/CONS in which AGCOM –
alleging TIM to have failed to comply with previous resolutions setting out the procedures for the restitution of “eroded days” to
customers as a result of 28-day billing – had ordered the Company to pay a fine of 3 million euros. This is the last dispute still
pending on the 28-day billing issue, the outcome of which could be influenced by the ruling of the aforementioned action brought
by the Consumer Movement Association in the civil courts. In fact, the Civil Court of Milan, having ascertained the commercial
practice introduced by TIM to be unlawful, had ordered TIM to put in place a series of restorative measures to compensate
customers for the detrimental effects of 28-day billing (all of which were punctually fulfilled) in a decision that was upheld in full by
the Court of Cassation in 2024. Consequently, the assumptions underlying Resolution no. 75/20 regarding TIM’s alleged noncompliance are disproved by the documentary evidence attached in the judgment of the Regional Administrative Court, which
attest that TIM fully complied with the decision-making rules of the Ordinary Judicial Authority which formed the basis of the
judgment. At the hearing on January 24, the case was reserved for judgment by the court following discussion. On February 13,
2025, the Lazio Regional Administrative Court’s ruling was published rejecting the appeal filed by TIM against Resolution No. 75/20/
CONS.
TIM filed an appeal (served on May 12, 2025).
Antitrust case I820
On February 19, 2018, AGCM (the Italian Competition Authority) initiated a I820 preliminary proceeding against the companies TIM,
Vodafone, Fastweb, Wind Tre and the industry association ASSTEL to investigate the alleged existence of an agreement among
the major fixed-line and mobile telephone operators to restrict competition by coordinating their respective commercial strategies,
in breach of Art. 101 of the TFUE.
The presumed coordination, according to the opening provision of the proceedings by AGCM (the Italian Competition Authority),
would take the form of the implementation of the obligation introduced by Article 19-quinquiesdecies of Legislative Decree
148/2017 (converted by Law 172/2017) which requires operators of electronic communication services to send out monthly (or
monthly multiples) bills and renewed offers for fixed and mobile services.
On March 21, 2018, AGCM (the Italian Competition Authority) issued a provisional precautionary measure against all the operators
involved in the proceedings with which it ordered the suspension, pending the proceedings, of the implementation of the
agreement concerning the determination of repricing communicated to users at the time of reformulating the billing cycle in
compliance with Law 172/17 and to independently redetermine its commercial strategy. In its decision No. 27112 of April 11, 2018,
AGCM (the Italian Competition Authority) confirmed the precautionary measure.
On June 12, 2018, TIM filed an appeal with the TAR for the quashing of said measure.
On January 31, 2020, TIM was notified of the decision to close the investigation, in which AGCM (the Italian Competition Authority)
confirmed the existence of the agreement between TIM, Vodafone, Fastweb, Wind Tre, but excluding Asstel from participation in
the agreement. The fine imposed on TIM for participation in the anticompetitive agreement was 114,398,325 euros. In April 2020,
TIM also challenged the fine order.
In a ruling published on July 12, 2021, the Lazio Regional Administrative Court upheld the petition and the grounds added and
submitted by TIM, canceling the measures taken by AGCM (the Italian Competition Authority), including that relating to the
existence of the agreement and application of the fine.
On September 11, 2021, AGCM (the Italian Competition Authority) presented a petition to the Council of State, requesting the
cancellation of the judgment given by the regional administrative court.
On July 25, 2023, the Council of State reformed the decision of the Lazio Regional Administrative Court, upholding the validity of
AGCM ((the Italian Competition Authority) measure in case I820 and referring to the Authority to redetermine the sanction in view
of the reduced duration of the infringement.
In view of the rulings of the Council of State on the quantum of the sanction, TIM – in a petition dated August 28, 2023 – asked the
AGCM (the Italian Competition Authority) for the redetermination of the sanction to take place in full adversarial proceedings
between the parties as part of a special investigation procedure.
In its order of September 26, 2023, served on the Company on October 3, 2023, the AGCM (the Italian Competition Authority)
informed TIM that it had quantified the fine at 100,670,526.00 euros, holding that it had no margins for discretion in executing the
judgment of the Council of State. On October 12, 2023, TIM filed an appeal to overturn the judgment of the Council of State; the
hearing to discuss the revocation application was set for March 6, 2025 and has subsequently been postponed to April 10, 2025. In a
judgment published on 30 May 2025, the Council of State declared the appeal for revision inadmissible.
On October 13, 2023, TIM filed an appeal before the Lazio Regional Administrative Court to annul the measure redetermining the
sanction; TIM also requested the precautionary suspension of the measure, but this was rejected by order of November 9, 2023. On
October 14, 2025, the Regional Administrative Court ruling rejecting TIM’s appeal was published. Evaluations are underway on
whether to appeal the ruling.
In a communication dated December 6, 2023, the Authority urged TIM to pay the penalty of 100,670,526.00 euros plus legal
interest accrued from November 3, 2023 until the day of actual payment amounting to 5,535,913.60 euros.
In a communication dated December 12, 2023, TIM contested the dueness of such interest due to the absence of the prerequisites
of liquidity and collectability required by Article 1282 of the Italian Civil Code, as well as an error in identifying the start date for the
calculation.
The Authority’s Budget Office responded on February 2, 2024, acknowledging an error in the calculation of legal interest, which
was therefore restated to the amount of 4,121,837.47 euros, but reiterating that the same is due.
At TIM’s request, AGCM granted the Company the right to pay the fine in thirty monthly installments.
On March 29, 2024, TIM lodged an appeal with the Lazio Regional Administrative Court against the communication from the
Budget Office, contesting both the error in the calculation of the interest due and a defect in the competence of the Budget Office.
On August 6, 2025, the Authority again recalculated the interest amount, notifying the Company of a new installment plan until
August 2026.
Antitrust Case I850
By decision given on December 15, 2020, AGCM (the Italian Competition Authority) started an investigation in regard to the
company Telecom Italia S.p.A., Fastweb S.p.A., Teemo Bidco S.r.l., FiberCop S.p.A., Tiscali Italia S.p.A. and KKR & Co. Inc., to
ascertain the existence of any breaches of article 101 of the TFEU in relation to the coinvestment offer.
More specifically, the investigation regards the contracts governing the establishment and operation of FiberCop and the supply
agreements with Fastweb and Tiscali. AGCM (the Italian Competition Authority) intends to verify that such agreements do not
hinder competition between operators in the medium and long-term and assure the rapid modernization of the country’s fixed
telecommunications infrastructures.
On August 6, 2021, TIM submitted a proposal of undertakings to AGCM (the Italian Competition Authority) in order to resolve the
competition concerns subject of the investigation and close the proceedings without any sanction being applied.
On September 7, 2021, AGCM (the Italian Competition Authority) judged these commitments to not be clearly unfounded and ruled
publication on the Authority’s website from September 13, 2021; thus market testing began and was completed by October 13,
2021, the date by which all subjects so wishing submitted their observations to AGCM in respect of the relevant commitments.
On December 14, 2021 AGCM (the Italian Competition Authority) extended the deadline for the conclusion of the proceedings,
initially set for December 31, 2021, to February 15, 2022.
Precisely during the meeting held on February 15, 2022, AGCM (the Italian Competition Authority) finally resolved to approve the
commitments insofar as they were considered suitable to eliminate the alleged anti-competition aspects investigated.
As envisaged by the final ruling, on April 22, 2022, TIM sent AGCM (the Italian Competition Authority) a first report on the measures
taken to fulfill the commitments made.
On May 11, 2022, AGCM (the Italian Competition Authority) notified TIM of its acknowledgment of the measures presented in such
report.
On January 31, 2023 TIM sent AGCM (the Italian Competition Authority) a second report on the implementation of the undertakings
given.
On January 30, 2024, TIM sent AGCM (the Italian Competition Authority) the required annual report on the implementation of the
undertakings given.
By petition notified in April 2022, Open Fiber challenged the above AGCM (the Italian Competition Authority) provision no. 3002,
whereby the proceedings were closed, before the regional administrative court of Lazio; the petitioner believes that the
commitments, made mandatory by the closure, are not sufficient to remove the anti-competitive aspects identified at the start of
proceedings.
Upon completion of the interim hearing of last June 1, 2022, the regional administrative court rejected the request and scheduled
the merits hearing for January 26, 2023. At the January 26 hearing, after extensive discussion, the judge reserved the right to
deliberate. By judgment of April 14, 2023, the Regional Administrative Court rejected as unfounded the appeal of Open Fiber, which
on July 10, 2023, appealed the Regional Administrative Court’s judgment to the Council of State.
The Council of State set a hearing to discuss this appeal on November 14, 2024, since postponed to April 10, 2025 due to the
appellant’s indication that the AGCM might intervene, which could have caused the interest in the appeal of first instance to be
extinguished. At the hearing of April 10, 2025, the case was reserved for decision. On December 17, 2024, AGCM – accepting the
claims of TIM and FiberCop – ruled in its order no. 31414 to revoke the commitments that were made binding by the Authority in
Resolution no. 30002 of February 15, 2022, as part of these proceedings.
The Authority holds that, as of July 1, 2024. the antitrust concerns that existed under the initial hypothesis of an agreement
restricting competition have been extinguished following the unbundling of TIM’s fixed network infrastructure.
On May 13, 2025, the Council of State declared Open Fiber’s appeal inadmissible due to the issuing of the measure revoking the
commitments ordered by the AGCM.
The order revoking the commitments (no. 31414) approved with resolution no. 30002 of February 15, 2022, has been challenged
before the Lazio Regional Administrative Court by Open Fiber, Fastweb, and Iliad. A hearing date is pending.
Antitrust case I857
On July 6, 2021, AGCM (the Italian Competition Authority) started an investigation in regard to TIM and DAZN for a possible
understanding reached with a view to restricting competition in connection with the agreement for the distribution and
technological support for TV rights for Serie A football in the 2021-2024 period.
The investigation also aims to verify the restrictive nature of the understanding with reference to additional elements regarding the
possible adoption by TIM of technical solutions not available for competitor telecommunications operators and which may
effectively hinder the adoption of their own technological solutions.
At the same time, the Authority has also initiated proceedings for the potential adoption of protective measures.
By resolution passed on July 27, 2021, AGCM (the Italian Competition Authority) closed the interim proceedings, considering that
the initiatives and amendments to the agreement proposed by TIM and DAZN in the meantime are presently able to prevent any
serious and irreparable damage to competitors while investigations are completed.
Indeed, said measures aim, as a whole, to avoid possible discrimination in the use of the DAZN service, due to its activation by
users using Internet connection services other than those offered by TIM. In addition, the agreement between TIM and DAZN has
been amended to guarantee DAZN complete freedom in applying discounts and promotions. TIM has also undertaken to provide
DAZN with a sufficient number of white label set-top-boxes to also guarantee DAZN customers the viewing of matches over digital
terrestrial TV, in the event of connection problems.
Finally, TIM has undertaken to supply wholesale services to OAOs interested therein to manage traffic peaks deriving from live data
transmissions, regardless of the type of content transmitted.
On October 29, 2021 TIM submitted a proposal for undertakings to AGCM (the Italian Competition Authority) with a view to
resolving the competitive concerns that were the subject of the investigation and closing the proceedings without the finding of
any infringement and therefore without any sanction being applied.
On December 14, 2021, AGCM (the Italian Competition Authority) approved the publication of the aforementioned proposal for
undertakings on the Authority’s website, as these undertakings, taken as a whole, do not appear to be manifestly unfounded and
are capable of removing the restrictions to competition hypothesized in the measure initiating the investigation in question.
On January 5, 2022, with the publication on the AGCM (the Italian Competition Authority) website, market testing began.
The deadline for rebuttal arguments and proposing any accessory amendments to the commitments presented by TIM and DAZN
is scheduled for March 7, 2022.
On February 23, 2022, TIM and DAZN were convened separately to the AGCM (the Italian Competition Authority) offices. During the
hearing, the Offices informed TIM – and thereafter confirmed this in the hearing meetings – that in a hearing held on February 15,
the Board deemed it necessary to make certain “accessory” changes in order to approve the commitments submitted.
On March 4, 2022, TIM and DAZN requested an extension of the deadline for the submission of observations, also in view of the
new aspects that had emerged on February 23. The new deadline was set as March 23, 2022.
On March 22, 2022, TIM informed the Authority that the additional changes considered necessary by the Board to approve the
commitments would have entailed a complete overhaul of the contents and economic balance of the agreements signed by TIM
and DAZN, such as to make it no longer possible to pursue the hypothesized business model. At the same time, TIM informed the
Authority of the start of negotiations with DAZN possibly concerning the revision of the distribution exclusivity clause, which was
the main object of the Authority’s investigation. Considering the complexity of negotiations, TIM requested an extension of another
30 days for submission of observations. The extension was authorized and the new deadline set as April 23, 2022.
On April 20, 2022, in consideration of the extension of negotiations, also due to the complexity and economic relevance of that
being negotiated, DAZN and TIM requested an additional extension. The new deadline was set as May 9, 2022.
On May 9, 2022, TIM informed the Authority that it had declared willing to DAZN to waive the exclusivity of the distribution of Serie
A football rights, as currently regulated by the Deal Memo, with DAZN consequently having the faculty to distribute such rights
also through third party operators and that, in exchange for the willingness to waive this right, the Parties had begun negotiations
for a review of the contracted economic commitment envisaged by TIM.
On June 7, 2022, the Authority ruled on the rejection of the commitments submitted, which “would appear, both where considered
comprehensively and individually, to be unable to eliminate the anticompetitive aspects identified in the resolution that started the
proceedings, insofar as they do not resolve the competition concerns highlighted in the initial proceedings, where not translated
into shared contractual amendments such as to eliminate the critical competition issues” highlighted by the Authority.
Again on June 7, 2022, the Authority ruled on the deferral of the deadline for the conclusion of proceedings to March 31, 2023.
On August 2, 2022, TIM informed the Antitrust Authority that it had reached a new agreement with DAZN, under which the latter
has the faculty to distribute football rights through any third party, surpassing the previous system of exclusivity in TIM’s favor.
On January 20, 2023, notification was given of the investigation results (CRI).
AGCM (the Italian Competition Authority) believes that the agreement reached on January 27, 2021 (the “Deal Memo”) had
contents and resulted in effects that reduced competition for its entire duration (and therefore until stipulation of the new
agreement on August 3, 2022).
On January 31, 2023, AGCM (the Italian Competition Authority) resolved to extend the deadline for conclusion of the proceedings
until May 31, 2023.
TIM filed its statement of defence March 28, 2023, and the final hearing with the Authority was held on April 4, 2023.
On April 18, 2023, AGCM (the Italian Competition Authority) decided to again extend the deadline for the conclusion of the
proceedings to June 30, 2023, due to the complexity of the defence put forward by the Parties in their pleadings.
On June 28, 2023, AGCM (the Italian Competition Authority) ruled that the conduct of TIM and DAZN constitutes an agreement
restricting competition in breach of Article 101 TFEU (the “AGCM Measure”).
Yet the arrangement – in particular regarding exclusivity – only lasted for approximately one month and its potentially restrictive
effects on competition were neutralized by the Authority’s timely initiation of the investigation procedure on July 6, 2021.
Indeed, the precautionary sub-proceedings instigated at the start of the first football season of the three-year period 2021-2024
actually prevented the effects of the arrangement from occurring, as at the beginning of August 2021 TIM and DAZN discontinued
the application of the disputed contractual clauses through their own
voluntary action. The original agreement was then replaced by a new contract, entered into in August 2022, in which any
exclusivity was completely eliminated, thus rooting out the antitrust concerns about exclusivity of
distribution.
Consequently, and in light of the mitigating circumstances recognized, AGCM (the Italian Competition Authority) imposed a fine of
760,776.82 euros on TIM and a fine of 7,240,250.84 euros on DAZN.
On September 20, 2023, TIM paid the fine with reservations in view of the appeal brought by the Company with the Lazio Regional
Administrative Court against the decision against it.
On May 11, 2024, the Lazio Regional Administrative Court threw out the appeals of TIM and DAZN for the annulment of the AGCM
Measure and, without annulling the AGCM Measure (which will therefore continue in effect until any amendment by the AGCM
itself), declared that the AGCM (the Italian Competition Authority) has a duty to resume the measure in accordance with the Lazio
Regional Administrative Court’s ruling.
In a nutshell, the Lazio Regional Administrative Court has valued the following reason, which is common to the appeals of both Sky