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WIND TELECOMUNICAZIONI GROUP Consolidated financial statements as of and for the year ended December 31, 2015 INDEPENDENT AUDITORS’ REPORT IN ACCORDANCE WITH ARTICLE 14 OF LEGISLATIVE DECREE N° 39 OF 27 JANUARY 2010 WIND TELECOMUNICAZIONI SPA CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2015 INDEPENDENT AUDITORS’ REPORT IN ACCORDANCE WITH ARTICLE 14 OF LEGISLATIVE DECREE N° 39 OF 27 JANUARY 2010 To the shareholders of Wind Telecomunicazioni SpA Report on the consolidated financial statements We have audited the accompanying consolidated financial statements of Wind Telecomunicazioni SpA and its subsidiaries (“Wind Group”), which comprise the consolidated statement of financial position as of 31 December 2015, the consolidated income statement, consolidated statement of comprehensive income, consolidated cash flows statement and statement of changes in consolidated equity for the year then ended, a summary of significant accounting policies and other explanatory notes. Directors’ responsibility for the consolidated financial statements The directors of Wind Telecomunicazioni SpA are responsible for the preparation of consolidated financial statements that give a true and fair view in compliance with International Financial Reporting Standards as adopted by the European Union. Auditors’ responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISA Italia) drawn up pursuant to article 11, paragraph 3, of Legislative Decree n° 39 of 27 January 2010. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing audit procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The audit procedures selected depend on the auditor’s professional judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of consolidated financial statements that give a true and fair view, in order to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Wind Group as of 31 December 2015 and of the result of its operations and cash flows for the year then ended in compliance with International Financial Reporting Standards as adopted by the European Union. Report on compliance with other laws and regulations Opinion on the consistency with the consolidated financial statements of the report on operations and of certain information set out in the report on corporate governance and ownership structure We have performed the procedures required under auditing standard (SA Italia) n° 720B in order to express an opinion, as required by law, on the consistency of the report on operations, which is the responsibility of the directors of Wind Telecomunicazioni SpA, with the consolidated financial statements of the Wind Group as of 31 December 2015. In our opinion, the report on operations is consistent with the consolidated financial statements of the Wind Group as of 31 December 2015. Rome, 9 March 2016 PricewaterhouseCoopers SpA Signed by Scott Cunningham (Partner) This report has been translated into English from the Italian original solely for the convenience of international readers 2 of 2 WIND TELECOMUNICAZIONI GROUP Report on operations at December 31, 2015 CONTENTS THE WIND TELECOMUNICAZIONI GROUP ................................................................................... 3 BOARD OF DIRECTORS AND CORPORATE BODIES OF WIND TELECOMUNICAZIONI SPA .............................. 4 WIND GROUP HIGHLIGHTS AT DECEMBER 31, 2015 ....................................................................... 5 COMMERCIAL AND OPERATING PERFORMANCE ................................................................................. 8 NETWORK ......................................................................................................................... 20 RESEARCH AND DEVELOPMENT ACTIVITIES ................................................................................... 23 HUMAN RESOURCES ............................................................................................................. 25 CORPORATE SOCIAL RESPONSIBILITY ........................................................................................ 28 REGULATORY FRAMEWORK AT DECEMBER 31, 2015 ...................................................................... 30 CONSOLIDATED FINANCIAL AND PERFORMANCE DATA ...................................................................... 48 SUMMARIZED FINANCIAL STATEMENTS OF THE PARENT WIND TELECOMUNICAZIONI SPA AND OF SUBSIDIARIES ...................................................................................................................................... 57 SUBSEQUENT EVENTS ............................................................................................................ 59 RISK MANAGEMENT ............................................................................................................... 59 RELATED PARTY TRANSACTIONS ............................................................................................... 59 DISCLOSURES PURSUANT TO ARTICLE 2497-TER OF THE ITALIAN CIVIL CODE ....................................... 59 OUTLOOK .......................................................................................................................... 60 PROPOSED ALLOCATION OF THE RESULT OF THE PARENT WIND TELECOMUNICAZIONI SPA ....................... 60 GLOSSARY ......................................................................................................................... 61 Report on operations 2 at December 31, 2015 THE WIND TELECOMUNICAZIONI GROUP The WIND Telecomunicazioni Group (hereinafter also WIND Group or the Group) is a leading Italian telecommunications operator and offers mobile, Internet, fixed-line voice and data products and services to consumer and corporate subscribers. The Group markets its mobile services through ‘‘WIND’’ brand and it provides voice, network access, international roaming and value added services, or ‘‘VAS,’’ as well as mobile Internet services, to its mobile subscribers, through (i) the Global System for Mobile Communications (‘‘GSM’’) and General Packet Radio Services allowing continuous connection to the Internet (‘‘GPRS’’) (which are known as ‘‘second generation’’ or ‘‘2G’’ technologies), and (ii) universal mobile telecommunications systems, which are designed to provide a wide range of voice, high speed data and multimedia services (‘‘UMTS’’) and high-speed downlink packet access (‘‘HSDPA’’) technology (which are known as ‘‘third generation’’ or ‘‘3G and 4G’’ technologies). In line with the Italian telecommunications market, the majority of WIND mobile subscribers are pre-paid subscribers. WIND is the main alternative fixed-line operator in Italy based on revenue. It markets its fixed-line voice, broadband and data services primarily through ‘‘Infostrada’’ brand. The following are the main offices of the Parent WIND Telecomunicazioni SpA: Registered office Via Cesare Giulio Viola, 48 - 00148 Rome - Italy Secondary office Via Lorenteggio, 257 - 20152 Milan - Italy The Parent WIND Telecomunicazioni SpA (hereinafter also WIND or the Parent) is controlled by Wind Telecom SpA through WIND Acquisition Holdings Finance SpA, which wholly owns WIND Telecomunicazioni SpA. At the present date Wind Telecom is held by VimpelCom Amsterdam BV for 92.24% which is controlled by VimpelCom, listed at Nasdaq. In August VimpelCom and CK Hutchison Holdings Ltd, the parent company of 3 Italia, entered into an agreement to form a 50/50 joint venture that will own and operate their telecommunications businesses in Italy. The joint venture, which is subject to regulatory and antitrust approvals by the relevant European and Italian bodies, could give rise to a leading fully integrated convergent telecommunications operator in Italy. The following diagram outlines the structure of the WIND Group at December 31, 2015. WIND Telecomunicazioni SpA Wind Acquisition 27% Finance II SA 27% WIND Finance SL SA 10 0 % 100% Wind Acquisit ion WIND Retail Srl Finance SA Report on operations 3 at December 31, 2015 BOARD OF DIRECTORS AND CORPORATE BODIES OF WIND TELECOMUNICAZIONI SPA Board of Directors (1) Chairman Andrew Mark Davies Directors Maximo Ibarra, CEO Vincenzo Nesci Albert Hollema Alexander Dean Lemke Board of Statutory Auditors (2) Chairman Giancarlo Russo Corvace Standing auditor Roberto Colussi Standing auditor Maurizio Paternò di Montecupo Substitute auditor Lelio Fornabaio Substitute auditor Stefano Zambelli (1) The

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