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First Supplement Dated 4 October 2017 to the EMTN Programme Prospectus Dated 13 July, 2017

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First Supplement Dated 4 October 2017 to the EMTN Programme Prospectus Dated 13 July, 2017 First Supplement dated 4 October 2017 to the EMTN Programme Prospectus dated 13 July, 2017 TIM S.p.A. (incorporated with limited liability under the laws of the Republic of Italy) TELECOM ITALIA FINANCE S.A. (incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg) €20,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed in respect of Notes issued by Telecom Italia Finance S.A. by TIM S.p.A. (incorporated with limited liability under the laws of the Republic of Italy) This First Supplement (the Supplement) to the EMTN Programme Prospectus dated 13 July 2017 (the EMTN Programme Prospectus) constitutes a supplement to the EMTN Programme Prospectus for the purposes of Article 13.1 of the Law on Prospectuses for Securities dated 10 July 2005 (the Luxembourg Law), as amended, and is prepared in connection with the Euro Medium Term Note Programme (the Programme) established by TIM S.p.A. (Telecom Italia) and Telecom Italia Finance S.A. (TI Finance). Terms defined in the EMTN Programme Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the EMTN Programme Prospectus and any other supplements to the EMTN Programme Prospectus. Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement has been produced to: (i) update the section entitled “Risk Factors” of the EMTN Programme prospectus; (ii) incorporate by reference in the section of the EMTN Programme Prospectus entitled “Documents Incorporated by Reference” the unaudited condensed consolidated interim financial statements as at and for the six months ended 30 June, 2017 of the TIM Group contained in the Half-year Financial Report at 30 June, 2017 of the TIM Group (the TIM Group 2017 Half-year Financial Report); (iii) incorporate by reference in the section of the EMTN Programme Prospectus entitled “Documents Incorporated by Reference” the Unaudited Half-Year Condensed Consolidated Financial Statements as at June 30, 2017 of TI Finance (the TI Finance Group 2017 Half-year Condensed Consolidated Financial Statements); (iv) incorporate by reference in the section of the EMTN Programme Prospectus entitled “Documents Incorporated by Reference” each of the press releases dated 24 July 2017, 27 July 2017, 28 July 2017, 4 August 2017, 11 September 2017, 13 September 2017, 18 September 2017, 19 September 2017, 28 September 2017 and 29 September 2017 (the Press Releases); (v) incorporate by reference in the section of the EMTN Programme Prospectus entitled “Documents Incorporated by Reference” the notice dated 10 August 2017 (the Notice); (vi) update the section entitled “Description of TIM” of the EMTN Programme Prospectus; (vii) update the section entitled “Regulation” of the EMTN Programme Prospectus; (viii) update the section of the EMTN Programme Prospectus entitled “Litigation” of the EMTN Programme Prospectus; (ix) update the section of the EMTN Programme Prospectus entitled “Directors, Executive Officers and Statutory Auditors”; (x) update the section of the EMTN Programme Prospectus entitled “Description of TI Finance”; (xi) update the section of the EMTN Programme Prospectus entitled “Taxation – Italian Taxation”; and (xii) update the “Significant or Material Adverse Change” paragraph contained in the section entitled “General Information” of the EMTN Programme Prospectus. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the EMTN Programme Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the EMTN Programme Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the EMTN Programme Prospectus has arisen or been noted, as the case may be, since the publication of the EMTN Programme Prospectus. Copies of this Supplement and all documents incorporated by reference in the EMTN Programme Prospectus can be viewed on the website of the Luxembourg Stock Exchange at www.bourse.lu. In accordance with Article 13(2) of the Luxembourg Law on Prospectuses for securities, investors who have already agreed to purchase or subscribe for the Notes before this Supplement is published have the right, exerciseable within two working days after the publication of this Supplement, to withdraw their acceptances. The final date of the right of withdrawal will be 6 October 2017. A34940692/0.33a/04 Oct 2017 2 RISK FACTORS In the section “Strategic risks”on pages 16 to 17 of the EMTN Programme Prospectus, the risk factor entitled “The ongoing weak global economic conditions, including the ongoing weakness of the Italian economy and the economic and political conditions in Brazil, have adversely affected TIM’s business and the ongoing global and European economic weakness could further adversely affect TIM’s business and therefore have a negative impact on its operating results and financial condition.” shall be deleted and replaced with the following: “The weak global economic conditions, including the weakness of the Italian economy and the economic and political conditions in Brazil, have adversely affected TIM’s business in the last years. However, after a long and painful worldwide crisis, the end seems to be near. Economic recovery in the Euro Area is on the way, although its distribution across the EU is very unequal. The Italian economy’s momentum continues, even if the economic situation is far from secure: this uncertainty could have a negative impact on TIM’s operating results and financial condition. TIM’s business is dependent to a large degree on general economic conditions in Italy and in TIM’s other principal market, Brazil, including levels of interest rates, inflation, taxes and general business conditions. The weak economic conditions of the last several years have had an adverse impact on TIM’s business. After years of crisis, the economic recovery seems to be on the way: however both in Italy and Brazil, there are still uncertainty signs that could negatively impact on the economic growth and adversely effect TIM’s business and results of operations. The economic recession that Italy has experienced in recent years has weighed on the development prospects of TIM’s core Italian market. Actually Italy seems to be on the right way to emerge from recession: the economic growth is coming in at a respectable pace, business and consumer confidence increasing. However, the economic situation is far from secure. GDP growth is persistently lagging behind the Eurozone average, and the economy is plagued by a high stock of public debt, as well as structural weaknesses in the labor market and the banking system. Over the 2017-2019 period, the Italian GDP is expected to grow by an average of 1.0 percent: the expected overall growth for Italy is lower than for the broader EU zone (28 Countries), which is expected to grow at approximately 1.7 percent over the same period. After 8 quarters of GDP’s decline, which marked the longest and deepest crisis of its history, Brazil in the first quarter of 2017 returned to growth (GDP growth: + 1%) due to an exceptional export flow (mainly soybean). In 2017 the Brazilian GDP is expected to grow on average by 0.6% . Inflation rate continues to fall (3,7 % expected in 2017 vs 9,4% in 2016) and is in line with the central bank's targets (+ 4.5% +/- 1.5 pp). The political instability could strongly impact on the recovery. The unemployment rate, which at the end of 2016 was approximately 12 per cent. is projected to rise further until mid-2017. Furthermore, in Brazil, in the first months of 2017, political uncertainty has increased. Telecommunications operators have generally faced challenging market conditions in recent years, principally as a result of the decline in voice traffic and significant pricing pressures resulting from increased competition among the operators. With respect to the mobile market, by the end of 2017, Iliad SA (Iliad) will launch a new mobile operator in Italy, which, according to Iliad’s statements, is aimed at capturing 10 to 15 percent of the Italian mobile-phone market by relying on the same budget tactics that Iliad uses in the French market. TIM has launched a new ‘no frills’ operator, completely independent from TIM, with its own fully-dedicated systems as a way of competing with the new comer. Continuing uncertainty about global economic conditions poses a significant risk as consumer and business customers postpone spending in response to tighter credit, negative financial news (including high levels of unemployment) or declines in income or asset values, which could have a material negative effect on the demand for TIM’s products and services. Economic difficulties in the credit markets and other economic conditions may reduce the demand for or the timing of purchases of its products and services. A loss of customers or a reduction in purchases by TIM’s current customers could have a material adverse effect on its financial condition, results A34940692/0.33a/04 Oct 2017 3 of operations and cash-flow and may negatively affect TIM’s ability to meet its targets. Other factors that could influence customer demand include access to credit, consumer confidence and other macroeconomic factors.” In the section “Strategic risks”on page 17 of the EMTN Programme Prospectus, the risk factor entitled “Risks associated with TIM’s ownership chain” shall be deleted and replaced with the following: “Risks associated with TIM’s ownership chain As of the date hereof, the largest single shareholder in TIM is Vivendi S.A.
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