SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 6)

TELECOM ITALIA S.p.A.

(Name of Issuer)

Ordinary Shares of euro 0.55 par value each

(Title of Class of Securities)

87927W10

(CUSIP Number)

Amedeo Nodari

Merchant Banking Department

Intesa Sanpaolo S.p.A.

Via Monte di Pietà 12

20121 Milan, Italy

(+39) 02 879 62552

With a copy to:

Jeffrey H. Lawlis, Esq.

Latham & Watkins

Corso Matteotti, 22

Milan 20121

Italy

(+39) 02 3046 2039

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 31, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d- l(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

CUSIP No.   87927W10
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Intesa Sanpaolo S.p.A.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC, BK
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Republic of Italy
Number of Shares Beneficially by Owned by Each Reporting Person With			7.	Sole Voting Power 31,565,888
			8.	Shared Voting Power 3,003,586,907 (See Item 5)
			9.	Sole Dispositive Power 20,649,581
			10.	Shared Dispositive Power 3,003,586,907 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,035,152,795 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 22.6% (See Item 5)
	14.	Type of Reporting Person (See Instructions) CO, BK

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This Amendment No. 6 (this “Amendment”) amends the Statement on Schedule 13D (the “Schedule 13D”) filed on November 1, 2007 and as subsequently amended by Intesa Sanpaolo S.p.A., a company incorporated under the laws of the Republic of Italy (“Intesa Sanpaolo”), with respect to the ordinary shares, euro 0.55 par value per share (“Telecom Shares”), of Telecom Italia S.p.A., a company incorporated under the laws of the Republic of Italy (“Telecom Italia”).  Capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule 13D, as amended.

Introduction.

As previously described in Amendments No. 2 and No. 3 to Schedule 13D (filed on December 1, 2009, and December 23, 2009, respectively, by Intesa Sanpaolo), the terms of SI’s exit from Telco were approved on November 26, 2009 and the SI Exit Transaction was concluded on December 22, 2009.  In connection with SI’s exit from Telco, Intesa Sanpaolo, Mediobanca, Generali and Telefónica (collectively, the “Existing Shareholders”) concluded the New Shareholders Agreement, amending and renewing the original Shareholders Agreement.  In addition, as previously described in Amendment No. 4 to Schedule 13D (filed on January 22, 2010, by Intesa Sanpaolo), Telco refinanced its existing financial indebtedness maturing in January 2010 through the New Refinancing Facility dated as of January 11, 2010 with the Senior Lenders.

As previously described in Amendment No. 5 to Schedule 13D (filed on March 12, 2012 by Intesa Sanpaolo), on February 29, 2012, the Existing Shareholders undertook to ensure the refinancing of Telco’s financial indebtedness through the most appropriate financing instruments in proportion to their respective shareholdings of Telco. A copy of the related Telco press release, dated February 29, 2012, was previously filed on Schedule 13D as Exhibit 27.  On May 31, 2012, the Existing Shareholders announced the completion of the refinancing transactions for Telco’s financial indebtedness maturing in 2012, as approved by Telco’s board of directors on May 3, 2012 (the “2012 Refinancing”).

As part of the 2012 Refinancing, Telco (i) executed a capital increase of euro 600 million, entirely subscribed by all the Existing Shareholders on a pro rata basis (the “Capital Increase”), (ii) issued a euro 1.750 billion bond, entirely subscribed by all the Existing Shareholders on a pro rata basis, and (iii) entered into a euro 1.050 billion loan agreement (the “2012 Refinancing Facility”) with Société Générale, UniCredit S.p.A., HSBC Bank plc, Intesa Sanpaolo and Mediobanca, as lenders (collectively, the “2012 Lenders”).  The 2012 Refinancing Facility matures on November 27, 2013 and is secured by a pledge (the “2012 Pledge”) in favor of the 2012 Lenders over 1,730,000,000 Telecom Shares held by Telco (as such number of Telecom Shares may from time to time vary pursuant to the 2012 Refinancing Facility, the “2012 Pledged Shares”).

The funds received by Telco in connection with the 2012 Refinancing have been used to repay the January 2010 New Refinancing Facility, a euro 1.3 billion bond previously issued by Telco and subscribed for by the Existing Shareholders and will be used to repay Telco’s remaining banking debt of euro 860 million maturing between June and October 2012.

In connection with the Capital Increase, the Existing Shareholders amended article 5 of Telco’s by-laws, previously filed on Schedule 13D as Exhibit 13.  An un-official translations of the amendments to article 5 of Telco’s by-laws is filed as Exhibit 28 hereto.

Pursuant to the terms of the 2012 Facility Agreement, on May 31, 2012, the Existing Shareholders and the 2012 Lenders entered into an option agreement (the “2012 Pledged Shares Option Agreement”) pursuant to which the parties (i) terminated the prior Option Agreement entered into on January 11, 2010 and previously filed on Schedule 13D as Exhibit 22 and (ii) established the terms and conditions that would govern the Existing Shareholders’ option to acquire the 2012 Pledged Shares from the 2012 Lenders (the “2012 Call Option”) in the event that the 2012 Lenders acquire any of the 2012 Pledged Shares by enforcing the 2012 Pledge.  Copies of the 2012 Pledged Shares Option Agreement and the Telco press releases announcing the events described above, dated May 3, 2012 and May 31, 2012, are filed as Exhibit 29, Exhibit 30 and Exhibit 31 hereto, respectively.

Items 2, 5, 6 and 7 of Schedule 13D are hereby amended and supplemented to add the following:

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Item 2.	Identity and Background
The names, citizenship, business addresses and principal occupations or employments of the executive officers and directors of Intesa Sanpaolo are set forth in Annex A, which is incorporated herein by reference. During the last five years, neither Intesa Sanpaolo nor, to the best of Intesa Sanpaolo’s knowledge, any of the persons listed in Annex A, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5.	Interest in Securities of the Issuer
Intesa Sanpaolo, through its interest in Telco, may be deemed to beneficially own 3,003,586,907 Telecom Shares, representing approximately 22.4% of the outstanding Telecom Shares. Intesa Sanpaolo may be deemed to have shared power to vote, or direct the vote, and shared power to dispose, or direct the dispositions, of such Telecom Shares. In addition, Intesa Sanpaolo may be deemed to have sole power to vote or direct the vote of 31,565,888 Telecom Shares and sole power to dispose or direct the disposition of 20,649,581 Telecom Shares through its direct holdings and the holdings of various subsidiaries, representing approximately 0.24% and 0.15% of the outstanding Telecom Shares, respectively. These shares are not currently expected to be contributed to Telco. The beneficial ownership of Telecom Shares by the persons listed in Annex A to Schedule 13D, to the extent currently available and to the best of Intesa Sanpaolo’s knowledge, is indicated next to such person’s name in such Annex A. To the best of Intesa Sanpaolo’s knowledge, such persons have sole voting and dispositive power over the Telecom Shares that they beneficially own. Except as described in Annex B, Intesa Sanpaolo has not effected any transaction in the Telecom Shares during the 60 days prior to the date of the event which required a filing on Schedule 13D.  To the best of Intesa Sanpaolo’s knowledge, the persons listed in Annex A have not effected any transactions in Telecom Shares during the 60 days prior to the date of the event which required a filing on Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
2012 PLEDGED SHARES OPTION AGREEMENT The description of the 2012 Pledged Shares Option Agreement in the Introduction to this Amendment No. 6 is incorporated herein by reference. Pursuant to the 2012 Option Agreement, UniCredit S.p.A. (in its capacity as facility agent under the 2012 Refinancing Facility, the “Facility Agent”) will provide written notice to the Existing Shareholders of any enforcement of the 2012 Pledge under the New Facility Agreement (the “Enforcement Notice”).  Together with the Enforcement Notice, the Facility Agent will also deliver to the Existing Shareholders a written notice (the “Calculation Notice”) stating (i) the aggregate outstanding amount under the 2012 Refinancing Facility plus accrued and unaccrued interest and any other costs and expenses, including enforcement costs under the 2012 Refinancing Facility; (ii) the price at which the 2012 Lenders are entitled to acquire the 2012 Pledged Shares by enforcing the 2012 Pledge (i.e. for listed Subject Shares, as defined below, the average market price for the prior 15 business days) (the “Enforcement Price”), and (iii) the number of Pledged Shares that the 2012 Lenders would be entitled to acquire by virtue of the enforcement of the 2012 Pledge (the “Subject Shares”). Each Existing Shareholder is entitled to acquire from the 2012 Lenders the Subject Shares at a price per Subject Share equal to the higher of (i) the aggregate outstanding amount plus accrued and unpaid interest and any other costs and expenses, including enforcement costs, under the 2012 Refinancing Facility, divided by the aggregate number of the Subject Shares, and (ii) the Enforcement Price (in either case, the “Exercise Price”).

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The 2012 Call Option will be validly exercised only if it is exercised for the entire amount of Subject Shares.  Each Existing Shareholder can exercise the 2012 Call Option by delivery to the Facility Agent and the other Existing Shareholders a binding written notice (the “Exercise Notice”) no later than five business days after receipt of the Calculation Notice, stating that the Exercise Notice (i) is an unconditional and irrevocable offer to purchase from the 2012 Lenders all or part of the Subject Shares at a price per share equal to the Exercise Price, and (ii) complies with the 2012 Shareholders Agreement, as it may be amended from time to time.  An Existing Shareholder that delivers a valid Exercise Notice is referred to as an “Exercising Shareholder.” In the event an Exercising Shareholder is also a 2012 Lender (i.e. Intesa Sanpaolo and/or Mediobanca) and the transfer of the Subject Shares is to occur in respect of all Exercising Shareholders, then such 2012 Lender/ Exercising Shareholder (i) shall only purchase a number of Subject Shares equal to the positive difference between (1) the number of Subject Shares for which it has delivered a valid Exercise Notice; and (2) the number of Subject Shares corresponding to its quota in the 2012 Refinancing Facility; or (ii) shall only sell a number of Subject Shares equal to the positive difference between (1) the number of Subject Shares corresponding to its quota in the 2012 Refinancing Facility; and (2) the number of Subject Shares for which it has delivered a valid Exercise Notice. If the 2012 Call Option is not validly exercised and, therefore, the Existing Shareholders do not acquire the Subject Shares, any Existing Shareholder (such Existing Shareholder, a “Dissenting Shareholder”) who refuses to provide its pro rata financial support to Telco to avoid or cure a default under the 2012 Refinancing Facility (to avoid enforcement of the 2012 Pledge) will be subject to a lock-up period of six months from receipt of the Calculation Notice (the “Lock-up Period”).  During the Lock-up Period, each Dissenting Shareholder agrees not to sell, transfer or in any way exchange any shares, convertible instrument or other equity or quasi-equity instruments of Telecom Italia (any such activity, a “Share Disposal”), provided, however, that such undertaking shall not apply (i) to Mediobanca and Intesa Sanpaolo when acquiring, buying or selling or otherwise transferring securities and other rights in the context of the enforcement of the 2012 Pledge and (ii) to Mediobanca, Intesa Sanpaolo and Generali when acquiring, buying or selling or otherwise transferring securities and other rights in the context of the ordinary course of their trading activities. Moreover, nothing in the 2012 Call Option shall constitute a restriction on any Existing Shareholder, whether a Dissenting Shareholder or not, to purchase or acquire in any way shares, convertible instrument or other equity or quasi-equity instruments of Telecom Italia (any such activity, a “Share Acquisition”). The Existing Shareholders further agreed that, during the Lock-up Period, following any enforcement of the 2012 Pledge, they will: (i) use their reasonable efforts to make Share Acquisitions (if any) from the 2012 Lenders in priority to any other market counterparty and (ii) refrain from any trading activity or the making of any intentional, specific, negative communication (outside of the normal periodic or customary corporate communications of such entity) to either financial market counterparties or the press with respect to Telecom Shares which would adversely affect any Share Disposal by the 2012 Lenders in the context of an enforcement of the 2012 Pledge. The foregoing summary of certain material provisions of the 2012 Pledged Shares Option Agreement does not purport to be a full and complete description of such document and is entirely qualified by reference to the full text of such document attached as Exhibit 29 hereto.

Item 7.

Materials to be Filed as Exhibits

Exhibit 28:Amendments to By-Laws of Telco (unofficial English translation)

Exhibit 29:Option Agreement, dated May 31, 2012, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. (in its capacity as shareholder) and Mediobanca — Banca di Credito Finanziario S.p.A. (in its capacity as shareholder) and UniCredit S.p.A., Société Générale — Milan Branch, HSBC Bank plc, Intesa Sanpaolo S.p.A. (in its capacity as lender) and Mediobanca — Banca di Credito Finanziario S.p.A. (in its capacity as lender).

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Exhibit 30:Telco S.p.A. press release, dated May 3, 2012

Exhibit 31:Telco S.p.A. press release, dated May 31, 2012

6

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:   June 14, 2012

INTESA SANPAOLO S.p.A.
By:	/s/ Marco Cerrina Feroni
	Name:	Marco Cerrina Feroni
	Title:	Head of Merchant Banking Department

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ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS OF INTESA SANPAOLO

The name, title, present principal occupation or employment of each of the directors and executive officers of Intesa Sanpaolo are set forth below.  The business address of each director and executive officer is Intesa Sanpaolo’s address.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Intesa Sanpaolo.  All of the persons listed below are citizens of the Republic of Italy, except Jean-Paul Fitoussi who is a French citizen.

Name and surname	Position with Intesa Sanpaolo	Present Principal Occupation(if different from Position with Intesa Sanpaolo)	Telecom Shares Beneficially Owned
Andrea BELTRATTI	Chairman of Management Board	Full Professor, Bocconi University	91,055 (personally owned)
Marcello SALA	Senior Deputy Chairman of Management Board	—	—
Giovanni COSTA	Deputy Chairman of Management Board	—	4,243 (personally owned) 4,573 (owned by spouse)
Enrico Tommaso CUCCHIANI	Managing Director and Chief Executive Officer	—	—
Aureliano BENEDETTI	Member of Management Board	—	—
Paolo CAMPAIOLI	Member of Management Board	—	—
Elio Cosimo CATANIA	Member of Management Board	—	—
Roberto FIRPO	Member of Management Board	—	—
Emilio OTTOLENGHI	Member of Management Board	Chairman of La Petrolifera Italo Rumena S.p.A.	30,000
Giovanni BAZOLI	Chairman of Supervisory Board	Professor	38,300 (personally owned) 22,634 (owned by spouse)
Mario BERTOLISSI	Deputy Chairman of Supervisory Board	Professor	—
Pietro GARIBALDI	Deputy Chairman of Supervisory Board	Professor	—
Luigi Arturo BIANCHI	Member of Supervisory Board	Professor	—
Gianfranco CARBONATO	Member of Supervisory Board	Entrepreneur	—
Rosalba CASIRAGHI	Member of Supervisory Board	Consultant	—
Franco DALLA SEGA	Member of Supervisory Board	Professor	—
Jean-Paul FITOUSSI	Member of Supervisory Board	Professor	—
Guido GHISOLFI	Member of Supervisory Board	Entrepreneur	—
Giulio Stefano LUBATTI	Member of Supervisory Board	Consultant	—
Marco MANGIAGALLI	Member of Supervisory Board	Consultant	—
Gianni MARCHESINI	Member of Supervisory Board	Consultant	—
Fabio PASQUINI	Member of Supervisory Board	Chartered Accountant	—
Eugenio PAVARANI	Member of Supervisory Board	Professor	—
Gianluca PONZELLINI	Member of Supervisory Board	Chartered Accountant	—

8

Name and surname	Position with Intesa Sanpaolo	Present Principal Occupation(if different from Position with Intesa Sanpaolo)	Telecom Shares Beneficially Owned
Gianguido Sacchi MORSIANI	Member of Supervisory Board	Professor	—
Marco SPADACINI	Member of Supervisory Board	Chartered Accountant	13,800 (owned by spouse)
Livio TORIO	Member of Supervisory Board	Lawyer	—
Riccardo VARALDO	Member of Supervisory Board	Professor	1,297 (personally owned)

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ANNEX B

TRANSACTIONS IN TELECOM ITALIA ORDINARY SHARES

The following describes transactions during the 60 days prior to the date of the event which required a filing on Schedule 13D by Intesa Sanpaolo or its affiliates in Telecom Shares.  These transactions were all ordinary course broker-dealer activities engaged in by Intesa Sanpaolo or its affiliates consistent with its usual practices and unrelated to the Telco transaction. Substantially all of these transactions consisted of index arbitrage; index rebalance trading; program trading relating to baskets of securities; creation, redemption and balancing of exchange traded funds; facilitation of customer trades; model-driven trading and error correction.

Name of Intesa Sanpaolo entity or affiliate	Number of Buys	Buy Volume	High/Low Buy Prices(in €)	Number of Sells	Sell Volume	High/Low Sell Prices(in €)
Banca IMI S.p.A.	2,334	200,864,811	0.90/0.66	1,747	189,707,965	0.90/0.66
Fideuram Vita	3	141,000	0.85/0.81	—	—	—

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EXHIBIT INDEX

Exhibit No.
	99.1	Co-Investment Agreement, dated as of April 28, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
	99.2	Amendment to the Co-Investment Agreement and the Shareholders’ Agreement, dated October 25, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
	99.3	Shareholders’ Agreement, dated as of April 28, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
	99.4	By-laws of Olimpia S.p.A. (unofficial English translation).*
	99.5	Share Purchase Agreement, dated May 4, 2007, by and among the Investors, Pirelli and Sintonia.*
	99.6	The Announcement of the Board of Commissioners of the Brazilian National Telecommunications Agency (Anatel) related to the Transaction, dated October 23, 2007 (unofficial English translation).*
	99.10	By-laws of Telco S.p.A. (unofficial English translation).*
	99.11	Call Option Agreement, dated November 6, 2007, between Telefónica and Telco.*
	99.12	Amendment to Shareholders Agreement and to Bylaws, dated November 19, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
	99.13	Amended and Restated By-laws of Telco (unofficial English translation).*
	99.14	Letter of Adherence to the Call Option Agreement by Olimpia S.p.A., dated November 15, 2007.*
	99.15	Renewal Agreement, dated October 28, 2009, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A. *
	99.16	Amendment Deed to the Call Option, dated October 28, 2009, by and between Telefónica S.A. and Telco S.p.A. *
	99.17	Joint press release, dated October 28, 2009, issued by Telefónica S.A., Assicurazioni Generali S.p.A, Intesa Sanpaolo S.p.A. and Mediobanca S.p.A. *
	99.18	Telco S.p.A. press release, dated November 26, 2009.*
	99.19	Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation) *
	99.20	Telco S.p.A. press release, dated December 22, 2009. *
	99.21	Amendment Agreement, dated January 11, 2010, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A. *
	99.22	Option Agreement, dated January 11, 2010, by and among Intesa Sanpaolo S.p.A., Mediobanca -

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	Banca di Credito Finanziario S.p.A., Unicredit Corporate Banking S.p.A., Société Générale, as lenders, and Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca - Banca di Credito Finanziario S.p.A. as shareholders. *
99.23	Telco S.p.A. press release, dated January 11, 2010 *
99.24	Amendment Agreement, dated December 10, 2010, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A. *
99.25	Second Renewal Agreement, dated February 29, 2012, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A. *
99.26	Amendment Deed to the Telefónica Option Agreement, dated February 29, 2012, between Telefónica and Telco *
99.27	Telco S.p.A. press release, dated February 12, 2012 *
99.28	Amendments to By-Laws of Telco (unofficial English translation)
99.29	Option Agreement, dated May 31, 2012, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. (in its capacity as shareholder) and Mediobanca — Banca di Credito Finanziario S.p.A. (in its capacity as shareholder) and UniCredit S.p.A., Société Générale — Milan Branch, HSBC Bank plc, Intesa Sanpaolo S.p.A. (in its capacity as lender) and Mediobanca — Banca di Credito Finanziario S.p.A. (in its capacity as lender).
99.30	Telco S.p.A. press release, dated May 3, 2012
99.31	Telco S.p.A. press release, dated May 31, 2012

* Previously filed.

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EX-99.28

Exhibit 99.28

Amendment of Bylaws

The extraordinary shareholders’ meeting held on May 28, 2012 resolved, among other things, to amend the existing By-laws of Telco as follows:

“5.1 The share capital is equal to Euro 1,184,619,718.73 and is divided into 1,776,862,373 shares (hereinafter, the “Shares”), without nominal value, of which 956,293,305 Shares belong to Class A (hereinafter “Class A Shares”) and 820,569,068 Shares belong to Class B (hereinafter “Class B Shares”); Class A Shares and Class B Shares confer upon their holders equal economic and administrative rights, except as indicated in this Article 5 and in Articles 7 , 8, 15 and 22 of the By-laws.”

“5.7 The shareholders’ meeting held on May 28, 2012 resolved to increase the share capital up to the maximum amount of Euro 1,784,619,718.69 (one billion seven hundred eighty four million six hundred nineteen thousand seven hundred eighteen and sixty nine cents) through the issuance of 481,963,082 new Class A Shares and 413,559,306 new Class B Shares, on or before June 15 (fifteen), 2012 (two thousand twelve).”

EX-99.29

Exhibit 99.29

To the kind attention of:

Intesa Sanpaolo S.p.A., in its capacity as Lender (as defined below)

Piazza San Carlo n. 156

Torino, Italy

Mediobanca - Banca di Credito Finanziario S.p.A., in its capacity as Lender (as defined below)

Piazzetta Cuccia n. 1

Milan, Italy

UniCredit S.p.A.

CENTRO IB CORPORATE & MULTINATIONAL OVEST

Via Nizza n. 150

10126 Turin, Italy

Société Générale, Milan branch

Via Olona n. 2

Milan, Italy

HSBC Bank plc

8 Canada Square

Canary Wharf

London E14 5HQ

United Kingdom

Milan, 31st May 2012

Reference is made to your letter dated 31st May 2012, with which you propose an offer for us to execute an Option Agreement, the contents of which we reproduce in full below:

To the kind attention of:

Assicurazioni Generali S.p.A. (for its own account and in the name and on behalf of the Generali Subsidiaries as defined below)

Piazza Duca degli Abruzzi n. 2

Trieste, Italy

Intesa Sanpaolo S.p.A. (in its capacity as Shareholder as defined below)

Piazza San Carlo n. 156

Torino, Italy

Mediobanca - Banca di Credito Finanziario S.p.a. (in its capacity as Shareholder as defined below)

Piazzetta Cuccia n. 1

Milan, Italy

Telefonica S.A.

Gran Via n. 28

28013 Madrid, Spain

Milan, 31st May 2012

Dear Sirs,

Following to our conversations, please find attached herebelow our agreement and understanding in relation to the following:

This option agreement (the “Agreement”) is entered into

BY AND BETWEEN

(1)INTESA SANPAOLO S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is at Piazza San Carlo No. 156, Torino, Italy, registered with the Companies’ Registry of Turin under No. 00799960158, in its capacity as lender under the facility agreement entered into on 28th May 2012 with Telco S.p.A. (“Intesa Sanpaolo”),

(2)MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is at Piazzetta Cuccia No. 1, Milano, Italy, registered with the Companies’ Registry of Milan under No. 00714490158, in its capacity as lender under the facility agreement entered into 28th May 2012 with Telco S.p.A. (“Mediobanca”);

(3)UNICREDIT S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is in Rome at Via degli Specchi n. 16 and administrative office in Milan at Piazza Cordusio, share capital equal to euro 19,647,671,824.53, registered with the Companies’ Registry of Rome, Tax Code and VAT Number no. 00348170101 - Cod. ABI 02008.1, enrolled with the register of banks and member of the Fondo Interbancario di Tutela dei Depositi (“UniCredit”);

(4)SOCIÉTÉ GÉNÉRALE, a bank incorporated under the laws of France, with registered office in Paris, Boulevard Haussmann 29, acting through its Milan branch, with its offices at Via Olona 2, Milan, registered with the Companies’ Registry of Milan under number 8011215158, Milan REA number 748666, registered with the Banks Registry of the Bank of Italy under number 4858 (“SG”);

(5)HSBC Bank plc a company incorporated under the laws of the United Kingdom, with registered office in 8 Canada Square, Canary Wharf, London, E14 5HQ, London, United Kingdom (“HSBC”);

- (Intesa Sanpaolo, Mediobanca, UniCredit, SG and HSBC hereinafter collectively referred to as the “Lenders”);

AND

(6)TELEFÓNICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (“TE”);

(7)ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy;

(8)ALLEANZA TORO S.p.A., an Italian company with registered office at Torino, via Mazzini n. 53;

(9)INA ASSITALIA S.p.A., an Italian company with registered office at Roma, Via Leonida Bissolati, n. 23;

(10)GENERALI LEBENSVERSICHERUNG AG, a German company with registered office at Adenauerring 11, 81737 München, registered at the district court of München under number HRB 177657;

(11)GENERALI VIE S.A., a French company with registered office at Paris, Bld Hausmann 11;

(12)ASSICURAZIONI GENERALI S.p.A. (hereinafter “Generali”), for its own account and in the name and on behalf of the following Generali’s subsidiaries GENERALI VIE S.A., ALLEANZA TORO S.p.A., 1NA ASSITALIA S.p.A., GENERALI LEBENSVERSICHERUNG A.G., (hereinafter the “Generali Subsidiaries” and together with Generali collectively “AG”);

(13)INTESA SANPAOLO S.p.A, an Italian company with registered office at Piazza San Carlo n. 156, Torino, Italy, in its capacity as shareholder of Telco S.p.A. (“IS”);

(14)MEDIOBANCA S.p.A., an Italian company with registered office at Piazzetta Cuccia n. 1, Milano, Italy, in its capacity as shareholder of Telco S.p.A (“MB”);

- (TE, AG, IS and MB hereinafter collectively referred to as the “Shareholders”); (the “Parties”).

BETWEEN THE PARTIES IT IS AGREED as follows:

1.1The Facility Agent (as defined below) undertakes to copy the Shareholders in any of the communications to be given to the Borrower in relation to Clause 19.13 (Acceleration) of the facility agreement (the “New Banking Facility Agreement”) entered into on 28th May 2012 between inter alios the Lenders, as lenders, Telco S.p.A., as borrower, and UniCredit, also as facility agent (the “Facility Agent”).

1.2Without prejudice to 1.1 above, should the Lenders decide to enforce the share pledge created over Telecom Italia S.p.A. ordinary shares pursuant to the provision of the pledge agreement to be entered into pursuant to the New Banking Facility Agreement (the “Share Pledge” and the “Share Pledge Agreement” respectively) (a form of which is attached hereto as Schedule 1) following an acceleration pursuant to and in accordance with Clause 19.13 (Acceleration) of the New Banking Facility Agreement, the following shall apply.

1.2.1The Facility Agent shall copy each of the Shareholders in the notice enforcing the Share Pledge to be given to Telco S.p.A. pursuant to Clause 6.1 (Escussione del pegno) of the Share Pledge Agreement (the “Enforcement Notice”). Together with the Enforcement Notice or as soon as possible thereafter when the relevant information become available, the Facility

Agent will also deliver to the Shareholders a calculation notice (the “Calculation Notice”) stating (i) the aggregate amount outstanding under the New Banking Facility Agreement plus interest accrued and to accrue thereunder and all other costs and expenses, including enforcement costs, up to the Transfer Date (as defined below); (ii) the price at which the Lenders can appropriate the pledged shares pursuant to Clause 6.3 (Determinazione del valore dell’Oggetto del Pegno e delle Obbligazioni Garantite) of the Share Pledge Agreement; and consequently (iii) the number of pledged shares that the Lenders may have the right to appropriate pursuant to the Share Pledge Agreement (the “Appropriation Shares”).  It is agreed and understood that, if Clause 6.3(i)(c) and/or Clause 6.3(ii)(c) of the Share Pledge Agreement apply, the Calculation Notice shall be sent after the Facility Agent having obtained the appraisal referred to thereunder.  If notwithstanding the good faith efforts of the Facility Agent no appraisal is obtained within 20 Business Days from the Enforcement Notice, the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion, provided in such case that upon enforcement of the pledge in accordance with the Share Pledge Agreement the Lenders shall ensure, to the maximum extent allowed by applicable laws, that the Shareholders are allowed to participate, part passu with any other potential acquirer, in any sale process of the Appropriation Shares.

1.2.2Each Shareholder shall be entitled to call and acquire from the Lenders (the “Right to Call”) the Appropriation Shares at the terms and conditions referred to herein and at a price per Appropriation Share (the “Purchase Price”) equal to the higher of (i) the price indicated in Clause 1.2.1 (ii) above, and (ii) the amount indicated in Clause 1.2.1 (i) above divided by the aggregate total number of the Appropriation Shares.  The Facility Agent shall include the Purchase Price in the Calculation Notice.

1.2.3In order to exercise its Right to Call, each relevant Shareholder(s) shall deliver to the Facility Agent and the other Shareholders:

(a)a written notice (the “Provisional Exercise Notice”), by no later than 2 (two) Business Days after receipt of the Calculation Notice, stating its non binding offer to purchase from the Lenders all or part of the Appropriation Shares at a price per share equal to the Purchase Price, such Provisional Exercise Notice being delivered for information purpose only and to be confirmed by virtue of the definitive Exercise Notice (as defined in Clause 1.2.3 below).

(b)a written notice (the “Exercise Notice”), by no later than 5 (five) Business Days (the “Exercise Deadline”) after receipt of the Calculation Notice, stating (i) its

unconditional and irrevocable offer to purchase from the Lenders all or part of the Appropriation Shares at a price per share equal to the Purchase Price, and (ii) that the Exercise Notice complies with the shareholders agreement in force between the Shareholders, as amended (the “Shareholders Agreement”).

1.2.4The Exercise Notices shall be served upon UniCredit in its capacity as Facility Agent (or to any of its successors pursuant to the provisions of Clause 20.13 (Resignation of the Facility Agent) of the New Banking Facility Agreement), copying therein all the other Shareholders.

1.2.5The Exercise Notices shall be valid and effective only if and to the extent they contain in aggregate offers to purchase the exact amount of the Appropriation Shares.  If, instead, the Exercise Notices contain in aggregate offers to purchase a number of Appropriation Shares which is greater or lower than the number of Appropriation Shares, then, the Exercise Notices shall be deemed ineffective and the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion.  Provided further that, in the event the Exercise Notice(s) contain(s) in aggregate offers to purchase not the exact amount of the Appropriation Shares, the Facility Agent shall allow the Shareholders who have delivered valid Exercise Notice(s) 1 Business Day to cure the mistake by sending a further joint notice signed by all Shareholders that have delivered the Exercise Notice, stating the exact allocation of Appropriation Shares among the Shareholders.

1.2.6The Shareholders acknowledge that the Facility Agent shall:

(a)verify that the Exercise Notices comply with Clauses 1.2.2 and 1.2.3 above,

(b)proceed with the allocation of the Appropriation Shares to the Shareholders who have delivered a valid Exercise Notice (the “Exercising Shareholders”) as per the indication provided in the relevant Exercise Notices only if and to the extent the overall number of the Appropriation Shares indicated in the Exercise Notice(s) received is equal to the overall number of Appropriation Shares in accordance with the provisions of preceding Clause 1.2.5.

1.2.7If the conditions under Clauses 1.2.5 and 1.2.6 above are satisfied, the Lenders shall appropriate the Appropriation Shares at a price per share equal to the Purchase Price under the Share Pledge Agreement on the 8th Business Days from the date of the Calculation Notice and shall then sell and transfer on the same day (the “Transfer Date”) all the Appropriation Shares to the Exercising Shareholders as per the indications received in the Exercise Notices,

provided that the transfer of all Appropriation Shares shall occur simultaneously and be conditional upon (i) receipt of a legal opinion issued by reputable legal counsel (at the request of any Exercising Shareholder) confirming valid delivery of the Exercise Notice based on the Shareholders Agreement, validity and enforceability of the relevant transfer deed, no conflict with applicable law and capacity and authority of the Exercising Shareholder(s), and (ii) receipt in full of the Purchase Price multiplied by the number of the Appropriation Shares.  If for any reason whatsoever (including for the avoidance of doubt, any order of authority, attachment, seizure or precautionary measure) appropriation under the Share Pledge Agreement or transfer to the Exercising Shareholders cannot take place, then the Exercise Notices shall be deemed ineffective and the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion, provided however in such case that (a) should the relevant order of authority, attachment, seizure, precautionary measure consist in an impediment to enforce the pledge (and consequently appropriation and transfer of the Appropriation Shares under this Agreement) (i) should it be removed or cured within 60 days, then the Lenders shall remain bound to this Agreement and shall deliver to the Shareholders a new Enforcement Notice and a new Calculation Notice and each Shareholder shall be entitled to exercised its Right to Call by delivering its Exercise Notice in accordance with this Agreement, (ii) should it NOT be removed or cured within 60 days, then the Lenders shall ensure, to the maximum extent allowed by applicable laws, that the Shareholders are allowed to participate, pari passu with any other potential acquirer, in any subsequent sale process of the Appropriation Shares provided that if the relevant order of authority, attachment, seizure or precautionary measure described above has been procured by a Shareholder who is also a Dissenting Party (as defined below), then the provisions of Clause 1.2.18 shall apply (save that the relevant period will commence from the end of the relevant authority, attachment, seizure or precautionary measure); and (b) should the relevant order of authority, attachment, seizure, precautionary measure impede appropriation and/or transfer of the Appropriation Shares under this Agreement but NOT enforcement of the pledge through other means, then the Exercise Notices shall be deemed ineffective and the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion but the Lenders shall ensure, to the maximum extent allowed by applicable laws, that the Shareholders are allowed to participate, pari passu with any other potential acquirer, in any subsequent sale process of the Appropriation Shares provided, that if the relevant order of authority, attachment, seizure or precautionary measure described above has been procured by a Shareholder who is also a Dissenting Party, then the provisions of Clause 1.2.18 shall apply (save that the relevant

period will commence from the end of the relevant authority, attachment, seizure or precautionary measure).

In the event an Exercising Shareholder is also a Lender and the transfer of the Appropriation Shares is to occur in respect of all Exercising Shareholders in accordance with this Clause 1.2.7, then such Lender / Exercising Shareholder (a) shall only purchase a number of Appropriation Shares equal to the positive difference between (i) the number of Appropriation Shares for which it has delivered a valid Exercise Notice; and (ii) the number of Appropriation Shares corresponding to its quota in the Facility Agreement; or (b) shall only sell a number of Appropriation Shares equal to the positive difference between (i) the number of Appropriation Shares corresponding to its quota in the Facility Agreement; and (ii) the number of Appropriation Shares for which it has delivered a valid Exercise Notice.

For the purpose of this Agreement “Dissenting Shareholder” means a Shareholder that refuses to make available to Telco in proportion to its shareholding in Telco, through a modality complying with the relevant terms of the Shareholders Agreement, the fund necessary to Telco to avoid or cure the default under the New Banking Facility Agreement within the timeframe necessary to avoid the enforcement of the Shares Pledge Agreement.

1.2.8If, as a result of the procedure set out in paragraphs 1.2.2 to 1.2.6 above, the Lenders have not received valid and effective Exercise Notices for all and no more or no less than the Appropriation Shares, the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion.

1.2.9Any obligation assumed by a Shareholder under this Agreement or the Exercise Notice shall be assumed on a several basis (senza vincolo di solidarietà) with the other Shareholders.  It remains understood and agreed that if on the Transfer Date any of Exercising Shareholder(s) does (do) not pay the purchase price pursuant to the relevant Exercise Notice, then the Lenders shall have no obligation to transfer the Appropriation Shares to that or to any other Exercising Shareholder(s), the Exercise Notices shall be deemed ineffective, the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion, provided that the Facility Agent shall allow the Shareholder(s) who have/has not paid the purchase price 1 Business Day to cure its default and shall allow the Shareholder(s) to purchase their corresponding Appropriation Shares, in which case all transfers of Appropriation Shares shall take place one Business Day after the intended Transfer Date and after full payment for all Appropriation Shares has been received in full.

1.2.10The obligations assumed by the Lenders under this Agreement shall be assumed by each Lender severally from the other Lender (senza vincolo di solidarietà) in proportion to each respective loans and commitments under the New Banking Facility Agreement at the time of the Transfer Date.

1.2.11For the avoidance of doubt (as between the Shareholders only) (i) any sale and purchase of Appropriation Shares made pursuant to this Agreement shall be deemed to be permitted under the Shareholders’ Agreement and each Shareholder commits to the other Shareholders to take any step and carry out all actions required to give full implementation to the rights and obligations set out in this Agreement and (ii) any reference in the Shareholders Agreement to the New Refinancing Facility must be interpreted as a reference to the New Banking Facility Agreement.

1.2.12The Parties agree that, for the sake of completeness, this Agreement shall be disclosed and made public in accordance to applicable laws.

1.2.13Each Shareholder, to the maximum extent permitted by applicable laws and regulations and to the extent the Lenders and the Facility Agent have complied with their obligations under this Agreement, waives any and all rights, claims, objections and remedies it may have against the Facility Agent and the Lenders now or in the future in relation to the delivery and transfer of the Appropriation Shares pursuant to the Exercise Notices, the joint correction notice under Clause 1.2.5, the criteria and price on the basis of which the appropriation referred to in Clause 1.2.7 and the Purchase Price have or will be determined.

1.2.14Each Exercising Shareholder, severally and not jointly and pro-quota in proportion to the percentage of the Appropriation Shares acquired, further undertakes to indemnify and keep harmless each Lender and the Facility Agent and their respective directors and employees (each an “Indemnified Party”), from any prejudices, expenses and damages or liabilities incurred or suffered as a result of an action or lawsuit or claim brought by Telco S.p.A., any of the Shareholders and/or any third party in connection with the delivery and transfer of the Appropriation Shares pursuant to the Exercise Notices and the appropriation of the Appropriation Shares pursuant to Clause 1.2.7.  To this purpose (i) the Indemnified Party shall deliver to the Exercising Shareholders notice of the relevant action, claim or lawsuit, specifying reasonable details thereto, (ii) in the event of a claim brought by a third party, before making any payment or settlement, the Indemnified Party shall consult in good faith with the Exercising Shareholders for at least 10 Business Days, including taking advice from reputable international legal counsel, provided that if the payment is to be made earlier than 10 Business Days the consultation period shall be shortened accordingly, (iii) after the

Indemnified Party having fulfilled its obligations under (i) and (ii) above, payment of the indemnity hereunder shall be made 1 Business Day prior to the date on which the relevant Indemnified Party declares that it is under an obligation to make a payment or post a collateral in favor of a third party, without raising any objection (solve et repete), (iv) the Indemnified Party shall keep informed the Exercising Shareholders of the relevant action, lawsuit or claim and will consult and cooperate in good faith with the relevant Exercising Shareholders in pursuing any legal defense, against said action, lawsuit or claim, and (v) after payment by the Exercising Shareholders the Indemnified Party shall return to the relevant Exercising Shareholders any money paid by such Exercising Shareholders and recovered by the Indemnified Party from the third party or released from a collateral.

The Parties agree that (x) the above provisions will only apply to any indemnification which has an overall aggregate amount not exceeding Euro 260 million, while (y) in the event of an indemnification for an overall aggregate amount exceeding Euro 260 million the above provisions (including the “solve and repete” principle) would still apply, but no payment shall be demanded by the Indemnified Party unless such Indemnified Party has received a judgment or order of an authority (even if not final and conclusive) ordering it to pay such third party claim or requiring it to post a collateral.

Without prejudice to the solve et repete provision set forth above, no indemnity shall be payable to an Indemnified Party under this Clause 1.2.14 in relation to prejudices, expenses and damages or liabilities incurred or suffered as a result of such Indemnified Party gross negligence or willful misconduct (dolo o colpa grave), provided for the sake of clarity that the solve et repete will only apply to the extent the legal advice under (ii) above has been obtained.

If an Exercising Shareholder who is under an obligation to indemnify pursuant to this Clause 1.2.14 is also an Indemnified Party, then its indemnity obligation as Exercising Shareholder will be extinguished by way of confusione (pursuant to Article 1253 of the Civil Code) for an amount equal to the amount that it is entitled to receive as Indemnified Party.

1.2.15The Parties acknowledge and agree that obligations under this Agreement are undertaken by each Party also by way of alea, pursuant to article 1469 of the Italian Civil Code.

1.2.16The Parties acknowledge and agree that in case of a transfer or assignment from an Existing Lender to a New Lender pursuant to and in accordance with Clause 26.2 (Assignments and transfers by Lenders) of the New Banking Facility Agreement, the

transferring Lender shall procure that the New Lender assumes all rights and obligations of the transferring Lender under this Agreement, by executing a letter of accession to this Agreement concurrently with the assignment or transfer pursuant to the New Banking Facility Agreement.  The Parties grant the consent to such assumption of rights and obligation by the New Lender pursuant to article 1406 of the Italian Civil Code, with release pursuant to Article 1408 of the Italian Civil Code of the transferring Lender with respect to the portion of obligations hereunder which is assigned or transferred.  The Parties further acknowledge and accept that any EIB/BdI/ECB Assignment under Clause 26.3 (Assignment to EIB, Bank of Italy or to the European Central Bank) of the New Banking Facility Agreement may be made only to the extent that the right of the Shareholders to exercise the call option over all the pledged TI Shares under and pursuant to this Agreement is not prejudiced or impaired in any manner whatsoever.

1.2.17All notices under this Agreement shall be sent by registered letter anticipated via fax and email at the following addresses:

To Unicredit S.p.A.

CENTRO IB CORPORATE & MULTINATIONAL OVEST

via Nizza 150

10122 Turin, Italy

Fax: 011 57138547 or 57138146

To the attention of: Mariagrazia Banini/Alessandro Pelle/Pierpaolo Cattaneo/Luca Gunetti

E-mail: mariagrazia.banin@unicredit . eu, alessandro.pelle@uni credit. eu, anna.testa@unicredit.eu, pierpaolo.cattaneo@unicrediteu; luca.gunetti@uniocredit.eu

To Assicurazioni Generali:

Assicurazioni Generali S.p.A.

Piazza Duca degli Abruzzi n. 2

34132 Trieste, Italy

Fax: +39 040 671260

To the attention of: Mr. Giovanni Perissinotto and Mr. Oliviero Pessi

E-mail: giovanniperissinotto@generali.com and oliviero_pessi@generali.corn

To Intesa:

Intesa Sanpaolo S.p.A.

Piazza Scala n. 6

20121 Milano, Italy

Fax: +39 02 879 43540

To the attention of: Mr. Gaetano Miccichè and Mr. Amedeo Nodari

E-mail: gaetano.micciche@intesasanpaolo.com and amedeo.nodari@intesasanpaolo.com

To Mediobanca:

Mediobanca - Banca di Credito Finanziario S.p.A.

Piazzetta Cuccia n. 1

20121 Milano, Italy

Fax: +39 02 8829 943

To the attention of: Mr. Clemente Rebecchini and Mr. Francesco Coatti

E-mail: clemente.rebecchini@mediobanca.it and francesco.coatti@mediobanca.it

To Telefonica:

Telefonica S.A.

C/Ronda de la Comunicacion, s/n, Distrito C, Edificio Central, Planta la

28050 Madrid, Spain

Fax: +34 91 727 1405 and +34 91 727 1400

To the attention of: Group General Counsel (Ramiro Sánchez de Lerín) and María Luz Medrano

E-mail: secretaria.general@telefonica.es and mmedrano@telefonica.es

1.2.18If the option hereunder is not validly exercised and no transfer of Appropriation Shares occurs, each Shareholder who is a Dissenting Party hereby agrees and undertakes that for a period of 6 {six) months from receipt of the Calculation Notice (the “Lock-up Period”), it shall not sell, transfer, exchange either by way of a spot or forward contract or by any other derivative instruments or arrangements of any kind having a similar effect, any shares, convertible instrument or other equity or quasi-equity instruments of Telecom Italia S.p.A. (any such activity, a “Share Disposal”), provided however that such undertaking shall not apply (i) to Mediobanca and Intesa Sanpaolo when appropriating, buying or selling or otherwise transferring shares and other rights in the context of the enforcement of the Shares Pledge Agreement, and (ii) to Mediobanca, Intesa Sanpaolo and Generali when appropriating, buying or selling or otherwise transferring shares and other rights in the context of the

ordinary course of their trading activities taking principal positions resulting from client facilitation.  For the avoidance of doubt, nothing in this Agreement shall constitute or be interpreted as a restriction, impediment or limitation whatsoever to the right of each Shareholder, whether a Dissenting Party or not, to purchase or appropriate, either by way of a spot or forward contract or by any other derivative instruments or arrangements of any kind having a similar effect, any shares, convertible instrument or other equity or quasi-equity instruments of Telecom Italia S.p.A, at any time (any such activity, a “Share Acquisition”).  The Shareholders agree that, during the Lock-up Period, following any enforcement of the Shares Pledge Agreement, they will: (i) use their reasonable efforts to make Share Acquisitions (if any) from the Lenders in priority to any other market counterparty; and (ii) refrain from any trading activity or the making of any intentional, specific, negative briefing (outside of the normal periodic or customary corporate communications of such entity) to either financial market counterparties or the press with respect to Telecom Italia S.p.A.’s shares, which would adversely affect any Share Disposal by the Lenders (or their relevant agents) in the context of an enforcement of the Shares Pledge Agreement.

1.2.19The Parties (other than HSBC) hereby agree and acknowledge that the option agreement entered into between them on 11 January 2010 is terminated and no longer in force between themselves as of the date of execution of this Agreement.

1.2.20This Agreement and all the schedules hereto constitute the entire agreement among the Parties and supersede in full any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject matter hereof.

1.2.21This Agreement shall be governed by, and interpreted in accordance with, the laws of the Republic of Italy.  Any disputes arising out of or in connection with this Agreement shall be submitted by the Parties to the Courts of Milan.

* * * * *

Should you agree with foregoing, please transmit to us a letter containing the above text, duly signed for acceptance.

Best regards,

Intesa Sanpaolo S.p.A (in its capacity as Lender)

Mediobanca - Banca di Credito Finanziario S.p.A (in its capacity as Lender)

UniCredit S.p.A.

Société Générale, Milan Branch

HSBC Bank plc

We hereby notify you of our acceptance of the agreement set out above.

Best Regards,

/S/

Intesa Sanpaolo S.p.A (in its capacity as Shareholder)

/S/

Mediobanca - Banca di Credito Finanziario S.p.A (in its capacity as Shareholder)

/S/

Assicurazioni Generali S.p.A. (for its own account and in the name and on behalf of the Generali Subsidiaries)

/S/

Telefonica S.A.

SCHEDULE 1

Form of Share Pledge Agreement

EX-99.30

Exhibit 99.30

TELCO S.p.A.

Sede legale in Milano, Via Filodrammatici n. 3

Capitale sociale euro 2.185.531.062,03 versato

Numero di iscrizione presso il Registro delle Imprese di Milano,

Codice fiscale e Partita IVA 05277610969

Today the Board of Directors has acknowledged the resignation of Mr. Mario Martin, board member designated by Telefonica, and has appointed Mrs. Natalia Sainz Stuyck.

On even date the Board of Directors has approved nine months accounts as of January 31, 2012 with a period loss of Euro 1,001m, after impairment of Telecom Italia investment of Euro 901m. Following such impairment the carrying value of Telecom Italia investment stands at Euro 4,505m or Euro 1.50 per Telecom Italia ordinary share. The adjustment is aligned with the valuation carried out by a first standing international investment bank which issued a fairness opinion in this respect.

In addition, following discussions with shareholders and the banking system, the Board of Directors has approved the framework to refinance the bonds (€1.3bn has already been subscribed for by shareholders pro rata) and the bank debts (€2.1bn), both of which fall due between May and October. The framework, which is currently being finalized, would involve:

·a capital increase of Euro 600m and the issuance of a new bond of approx. Euro 1,750m, both of which would be subscribed pro-rata by Telco shareholders;

·a new banking facility in pool of approx. Euro 1,050m.

Milan, May 3 2012

EX-99.31

Exhibit 99.31

TELCO S.p.A.

Registered office: Via Filodrammatici 3, Milan

Share capital: €1,784,619,718.69 fully paid up

Registration number in Milan Companies’ Register,

tax identification code and VAT no. 05277610969

TELCO SPA PRESS RELEASE

COMPLETED THE REFINANCING TRANSACTION

Telco today completed the refinancing transaction referred to in the press release issued on 3 May 2012, which involves:

·execution of the announced capital increase of €600m, subscribed for by all shareholders pro rata to their interests in the company’s share capital;

·issue of a €1,750m bond, also subscribed for pro rata by the shareholders;

·execution of a €1,050m financing with HSBC, Intesa Sanpaolo, Mediobanca, Société Générale and Unicredit falling due on 27 November 2013, guaranteed by a pledge over the Telecom Italia shares.

Under the terms of the loan facility agreement, as was the case in 2010, the lending banks have granted Telco shareholders a call option over the Telecom Italia shares which may become available to them as a result of a potential enforcement of the pledge.  Exercise of this call option is governed by a separate amendment agreement which is part of the existing agreement between shareholders.

Milan, 31 May 2012