Exhibit 4.1


 





 









 


Notice to U.S. Investors


 


The merger described herein relates
to the securities of two foreign companies. The merger in which Telecom Italia Media S.p.A. ordinary shares and savings shares
will be converted into Telecom Italia S.p.A. ordinary shares and saving shares, respectively, is subject to disclosure and procedural
requirements of a foreign country that are different from those of the United States. Financial statements included in the document,
if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements
of United States companies. 


 


It may be difficult for you to enforce
your rights and any claim you may have arising under the federal securities laws, since Telecom Italia S.p.A. and Telecom Italia
Media S.p.A. are located in Italy, and some or all of their officers and directors may be residents of Italy or other foreign
countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the
U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s
judgement. 


 


You should be aware that Telecom
Italia S.p.A. may purchase securities of Telecom Italia Media S.p.A. otherwise than under the merger offer, such as in open market
or privately negotiated purchases.


 


PRESS
RELEASE 


 


TELECOM ITALIA MEDIA: BOARD
OF DIRECTORS APPROVES THE GROUP’S HALF-YEAR REPORT AT 30 JUNE 2015 WHICH SHOWS RESULTS IN LINE WITH THE FORECASTS


 


REVENUES: 42.4 million euros;
+11.8 million euros compared with the first half of 2014 (30.6 million euros)


 


EBITDA: 20.2 million euros;
+8.9 million euros compared with the first half of 2014 (11.3 million euros)


 


EBIT: 8.8 million euros; (-2.1
million euros in the first half of 2014)


 


NET RESULT: 0.9 million euros
(-5.2 million euros in the first half of 2014)


 


NET FINANCIAL DEBT: 251.9
million euros (269.4 million euros at the end of 2014)


 


The
Telecom Italia Media Group First Half Financial Report at 30 June 2015 was drafted in accordance with art. 154–ter (Financial
Reporting) of Leg. Decree 58/1998 (Consolidated Finance Law - CFL) and subsequent amendments and supplements and prepared in accordance
with the international accounting principles issued by the International Accounting Standards Board and approved by the European
Union (defined as "IFRS"), as well as the provisions issued in implementation of art. 9 of Leg. Decree 38/2005. 






    1 


     


    

 


 


The half-year
financial report includes: • the Interim Report on Operations; · Condensed Half-Year Consolidated Financial Statements;
• the certification of the Condensed Half-Year Consolidated Financial Statements pursuant to art. 81-ter of Consob Regulation
no. 11971 of 14 May 1999 as subsequently amended and supplemented.


 


The accounting
policies and consolidation principles adopted in the preparation of the Condensed Half-Year Consolidated Financial Statements
at 30 June 2015 are consistent with those adopted in the Annual Consolidated Financial Statements of the Telecom Italia Media
Group at 31 December 2014, to which reference can be made, except for the application of the new Principles/Interpretations adopted
by the Group starting from 1 January 2015, which had, in fact, no impact on the Group's Consolidated Financial Statements.


 


In addition
to the conventional financial performance measures contemplated under IFRS, the Telecom Italia Media Group uses certain alternative
performance measures in order to give a clearer picture of the trend of operations and the company's financial position. Specifically,
the alternative performance measures refer to: EBITDA; EBIT; net financial book debt and adjusted net financial debt. For further
details on these measures see the chapter “Alternative performance measures”.


 


Note that
the chapter "Business Outlook for the 2015 fiscal year", contains forward-looking statements about the Group’s
intentions, beliefs and current expectations with regard to its financial results and other aspects of the Group's operations
and strategies. Readers of the present half-year financial report should not place undue reliance on such forward-looking statements,
as final results may differ significantly from those contained in the above-mentioned forecasts owing to a number of factors,
the majority of which are beyond the Group’s control. 





 


***


 


Introduction


 


Following the integration
of the activities of the Digital Terrestrial Network Operator, completed on 30 June 2014, the economic values shown in this press
release include, for the first half of 2015, the former Rete A activities, not included in the first half of 2014. 


 


***


 


Milan, 30 July 2015


 


The Telecom Italia Media Board
of Directors, chaired by Severino Salvemini, examined and approved the Group’s Half-Year Report at 30 June 2015.


 


Consolidated
Group revenues reached 42.4
million euros in the first half of 2015, up by 11.8 million euros (+38.6%) compared to the first half of 2014 (30.6
million euros). This performance, positively affected by the integration of the activities of former Rete A S.p.A. (acquired on
30 June 2014 and merged with Persidera S.p.A. in December 2014) not present in the first half of 2014, can be fully attributed
to the Network Operator. Including the activities of former Rete A in the first half of 2014, the organic change in the revenues
of the Network Operator is essentially in line with an increase of 1.8 million euros.


 


The EBITDA of the
first half of 2015 amounted to 20.2 million euros up by 8.9 million euros compared to the 11.3 million euros of
the first half of 2014. This performance was positively influenced by both the aforementioned increase in revenues and the increase
in other income for 7.1 million euros, only partially offset by an increase in the operating costs of 9.7 million
euros of the Network Operator mainly attributable to the costs from the activities of the former Rete A not present in the first
half of 2014. Including these costs the organic change to the EBITDA of the Network Operator was positive for 2.7 million
euros. The EBITDA of Telecom Italia Media S.p.A. shows an improvement of 3.3 million euros






    2 


     


    

 


mainly following the recording,
in other income, of 3.9 million euros related to the settlement agreement, signed in May 2015, regarding the Cecchi Gori
dispute.


 


The EBIT, excluding
depreciation and amortisation, amounted to 8.8 million euros, compared to -2,1 million euros in the first half of 2014.
This performance essentially reflects the change in the EBITDA previously described and the reduction in depreciation and amortisation
of the Network Operator of 2.0 million euros, including for the first half of 2014 the activities of former Rete A. The
organic change showed a fall in depreciation and amortisation of 4.3 million euros.


 


The Net Result
amounted to 0.9 million euros compared to -5.2 million euros in the first half of 2014.


 


Net financial debt
as of 30 June 2015 was equal to 251.9 million euros compared to 269.4 million euros at the end of 2014. This trend can
mainly be attributed to the requirement for the industrial investments of the period for 2.9 million euros (fully attributable
to the Network Operator for the maintenance and development of the current broadcasting platform), the result of the positive
operations (EBITDA -20.2 million euros and  Working Capital -4.7 million euros), the payment of dividends on the
2014 result, by Persidera S.p.A. to the Gruppo Editoriale l’Espresso for 2.9 million euros, the net income related
to the tax consolidation for 2.9 million euros and the other net disbursements for 4.5 million euros mainly relative
to the net financial charges of the period.   


 


 


Network Operator –
Persidera S.p.A. (former Telecom Italia Media Broadcasting – TIMB)


 


The revenues and income of
the Network Operator amount to 42,381 thousand euros and are up by 11,789 thousand euros compared to the first half of
2014 which, it should be remembered, does not include the results of Rete A S.p.A. (acquired on 30 June 2014 and merged into Persidera
S.p.A. in December 2014), integrated from 1 July 2014. This result can be attributed mainly to the revenues ascribable to the
former Rete A component which in the same reference period of 2014 were worth 9,995 thousand euros; including this value the organic
change of the revenues is up by 1,794 thousand euros (+4,4%). The organic change is essentially a result of the launch of the
new channels SKYTG24 and Gazzetta TV, plus the increase of the unit price of the main contracts.


 


The EBITDA was positive
for 20,792 thousand euros and increased by 5,613 thousand euros compared to the first half of 2014 (+36.8%).
This performance was positively influenced by the increase in revenues and other income, only partially offset by an increase
of the other operating costs of 9,747 thousand euros, mainly attributable to the costs deriving from the activities of the former
Rete A, not present in the first half of 2014 and that amounted to 7,358 thousand euros. Including these costs the organic change
to the EBITDA was positive for 2,739 thousand euros.


 


The EBIT amounted to 9,438
thousand euros, an improvement of 7,625 thousand euros compared to the first half of 2014 due to both the change in the EBITDA
and lower depreciation and amortization for 2,010 thousand euros. Including the activities of the former Rete A in the first half
of 2014, the organic change to the EBIT was positive for 6,614 thousand euros.


 


The investments of the
first half of 2015 amounted to 2,909 thousand euros and mainly refer to the maintenance and development of the current
broadcasting platform.


 


***






    3 


     


    




 


MERGER
BY INCORPORATION OF TELECOM ITALIA MEDIA S.p.A. INTO TELECOM ITALIA S.p.A.


 


The Ordinary Shareholders' Meeting
of Telecom Italia Media S.p.A., held on 30 April 2015, approved the merger by incorporation of TI Media into Telecom Italia S.p.A..
The shareholders that did contribute to the approval of the resolution on the merger were entitled to exercise their right of
withdrawal according to the deadline and procedures communicated in a specific notice published on the Company website on 27 May
2015 and in the newspapers, Il Sole 24 Ore and the Wall Street Journal, on 28 May 2015. The right of withdrawal was validly exercised
for a total of 7,553,485 ordinary shares and for 1,902,484 TI Media savings shares, which, pursuant to art. 2437- quater of the
Italian Civil Code, were offered to the shareholders who did not exercise the right of withdrawal as option and pre-emption at
the liquidation value. The option and pre-emption offer of the Withdrawn Shares was filed with the Business Registry in Rome on
3 July 2015. The subscription period for the Offer, within which entitled shareholders may exercise their right to purchase shares,
or this right will be lost, runs from 4 July to 3 August 2015 included. It should be remembered that the offer is subject to the
Merger taking effect, therefore, purchases will only take place if the Merger is completed.


 


EVENTS SUBSEQUENT TO 30
June 2015 


 


There are no events to report.


 


OUTLOOK FOR THE 2015 FINANCIAL
YEAR 


 


In light of the current economic
and regulatory environment in which Telecom Italia Media operates, as well as the continuing difficulties the advertising market
is experiencing and considering the effects of the integration of Persidera S.p.A. and Rete A S.p.A., and of the announced merger
of Telecom Italia Media into Telecom Italia S.p.A., in 2015 the plan for Persidera S.p.A. is to maintain the current level of
bandwidth rental, expand the offering of additional services and, implementing tight control over costs, thereby generate positive
cash flow from the operating activities.


 


TRANSACTIONS WITH RELATED
PARTIES


 


The Board of Directors of Telecom
Italia Media, following the favourable opinion expressed by the Directors' Committee made up of all the independent Directors,
approved the renewal of the loan contract having annual expiry, for a total of 140 million euros, with Telecom Italia Finance
S.A. (TI Finance), a finance company wholly controlled by Telecom Italia.


 


The conditions offered by TI
Finance, compared with similar market offers, are less costly as regards the interest rate applied and the most flexible as regards
flexibility of use.


 


Below are
the terms and conditions of the loan:


 


		4	total
                                         140: million euros






		4	type:
                                         Facility Agreement






		4	duration:
                                         from 31 July 2015 to 29 July 2016






		4	rate:
                                         EURIBOR + 1.5831%






		4	commitment
                                         fee: 0.125% per year






		4	repayment:
                                         upon expiry, or even partial in advance.







    4 


     


    

 


The loan contract with TI Finance
is a related party transaction, which for TI Media - considering the amount of the loan - is classified as a transaction of major
importance: for this reason, in accordance with current regulations, an information document will be prepared, which will be disseminated
by TI Media in accordance with the terms of law.


 


 


CORPORATE GOVERNANCE ISSUES


 


The Board of Directors acknowledged
the appointment of Director Lorenzo Gorgoni as Chairman of the Control and Risk Committee. Director Gorgoni also holds the office
of Lead Independent Director.


 


REQUEST BY SAVINGS SHAREHOLDERS
RELATING TO THE MERGER BY INCORPORATION INTO TELECOM ITALIA 


 


The Board of Directors, in monitoring
the progress of the merger by incorporation of the Company into Telecom Italia S.p.A., has examined a settlement proposal received
from the common representative of the savings shareholders based, substantially, on the alleged existence of prejudice to the
rights of the category and the presumed unfairness of the exchange rate damaging said category.


 


The Board, in the belief that
the operation does not damage the rights of the category, that the related terms are fair to all Telecom Italia Media shareholders
and that the behaviour of the Company is entirely correct and in compliance with applicable laws, excluded entering into said
settlement agreement.


 


***


 


Pursuant to sub-section 2, clause
154-bis of the Consolidated Law on Financial Intermediation, the Manager responsible for preparing the corporate accounting documents,
Luigino Giannini, has declared that the accounting disclosures contained in this press release correspond to the data records,
accounting books and accounts entries.


 


***


 


Telecom
Italia 


 Press
Office


 +39
06 3688 2610





http://www.telecomitalia.com/media


 


Investor
Relations


 +39
06 35598278





http://www.investor.telecomitaliamedia.it


 






    5 


     


    

 


Annexes


 


 


ALTERNATIVE PERFORMANCE MEASURES


 


In this press release concerning
the Group’s Half-Year Report at 30 June 2015, in addition to the conventional financial performance measures established
by IFRS, certain alternative performance measures are presented for purposes of a better understanding of the trend of the Company's
operations and the financial condition. Such measures, which are also presented in the interim financial reports (interim reports
on operations at 31 March and at 30 September) and in the Annual Financial Report at 31 December, should, however, not be considered
as a substitute for those required by IFRS.


 


The alternative performance measures
used are described below:


 


	EBITDA:
this financial measure is used by Telecom Italia Media as the financial
target in internal presentations (business plans) and in external presentations (to analysts and investors). It represents a useful
unit of measurement for the evaluation of the operating performance of the Group (as a whole and at the Business Unit level) and
the Parent Company Telecom Italia Media S.p.A. in addition to EBIT. These measures are calculated as follows:

	Results
    before tax from continuing operations

    

    
	+	Financial expenses

    

	-	Financial income
	+/-	Other expenses/(incomes)
    from investments

    

	+/-	Share of
    losses (profits) of associates and joint ventures accounted for using the equity method 

    

	EBIT
    - Operating Profit

    

    
	+/-	Impairment losses/(reversals)
    on Non-current Assets

    

	+/-	Capital Losses/(Gains) on
    disposals of Non-current Assets

    

	+	Depreciation and amortisation

    

    
	EBITDA
    -  Operating profit (loss) before depreciation and amortization, capital gains/(losses) and impairment reversals/(losses)
    on Non-current Assets

    



	Net
financial Debt: Telecom Italia Media believes that the Net Financial Debt represents an accurate indicator of its ability
to meet its financial obligations, represented by Gross Financial Debt less Cash and Cash Equivalents as well as other Financial
Assets. 








    6 


     


    

 





Annex
to Exhibit 4.2


 


Reclassified
Separate Consolidated Income Statements, Consolidated Statements of Comprehensive Income, Consolidated Statements of Financial
Position and Consolidated Statements of Cash Flows of the Telecom Italia Media Group


 











    7 


     


    

 





The reclassified
Separate Consolidated Income Statements, the Consolidated Statements of Comprehensive Income, the Consolidated Statements of Financial
Position and the Consolidated Statements of Cash Flows of the Telecom Italia Media Group, herewith presented, are the same as
those included in the Interim Management Report included in the Half-yearly Financial Report to June 30, 2015 and are unaudited.
Such statements are however consistent with those included in the Telecom Italia Media Group Half-year Condensed Consolidated
Financial Statements at June 30, 2015.


 


Please
note that the limited audit work by our independent auditors on the Telecom Italia Media Group Half-yearly Condensed Consolidated
Financial Statements at June 30, 2015 has not yet been completed.


 


FOREWORD


 


Following the merger of the
Digital Terrestrial Network Operator businesses, finalized on June 30, 2014, operating figures given in this Report include, for
the first half of 2015, the assets acquired from former Rete A, which were not included in the first half of 2014.


 








Consolidated Separate Income
Statement 


 










	 	 	H1
    2015	 	H1 2014	 	Change	 	 
	(in thousands of euro)	 	(a)	 	(b)	 	(a-b)	 	%
	 	 	 	 	 	 	 	 	 
	Revenues	 	 	42,381	 	 	 	30,592	 	 	 	11,789	 	 	 	38.6	 
	Other income	 	 	7,790	 	 	 	666	 	 	 	7,124	 	 	 	n.a.	 
	Total operating
    revenues and other income	 	 	50,171	 	 	 	31,258	 	 	 	18,913	 	 	 	60.
                                         5	 
	Acquisition of
    goods and services	 	 	(20,830	)	 	 	(14,579	)	 	 	(6,251	)	 	 	(42.9	)
	Employee benefits
    expenses	 	 	(3,650	)	 	 	(3,807	)	 	 	157	 	 	 	4.1	 
	Other operating
    expenses	 	 	(5,537	)	 	 	(1,589	)	 	 	(3,948	)	 	 	(248.5	)
	Changes in inventories	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 
	Internally made
    assets	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 
	OPERATING RESULT
    BEFORE DEPRECIATION AND AMORTIZATION - EBITDA	 	 	20,154	 	 	 	11,283	 	 	 	8,871	 	 	 	78.
                                         8	 
	Depreciation and
    amortization	 	 	(11,365	)	 	 	(13,374	)	 	 	2,009	 	 	 	15.0	 
	Gains/ (losses)
    realized on disposals of non-current assets	 	 	3	 	 	 	1	 	 	 	2	 	 	 	200.0	 
	Impairment reversals
    /(losses) on non-current assets	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 
	OPERATING PROFIT
    ( LOSS) - EBIT	 	 	8,792	 	 	 	(2,090	)	 	 	10,882	 	 	 	n.
                                         a .	 
	Income/ (expenses)
    from investments	 	 	8	 	 	 	5	 	 	 	3	 	 	 	60.0	 
	Finance income	 	 	—  	 	 	 	9	 	 	 	(9	)	 	 	(100.0	)
	Finance expenses	 	 	(3,877	)	 	 	(4,311	)	 	 	434	 	 	 	10.1	 
	PROFIT (LOSS) BEFORE
    TAX FROM CONTINUING OPERATIONS	 	 	4,923	 	 	 	(6,387	)	 	 	11,310	 	 	 	n.
                                         a .	 
	Income tax expense	 	 	(2,514	)	 	 	1,204	 	 	 	(3,718	)	 	 	n.a.	 
	PROFIT (LOSS) FROM
    CONTINUING OPERATIONS	 	 	2,409	 	 	 	(5,183	)	 	 	7,592	 	 	 	n.
                                         a .	 
	Profit (loss) from
    discontinued operations/Non-current assets held for sale	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 
	PROFIT (LOSS) FOR
    THE PERIOD	 	 	2,409	 	 	 	(5,183	)	 	 	7,592	 	 	 	n.
                                         a .	 
	Attributable to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	- Owners of the Parent	 	 	864	 	 	 	(5,184	)	 	 	6,048	 	 	 	n.
                                         a .	 
	- Non-controlling interests	 	 	1,545	 	 	 	1	 	 	 	1,544	 	 	 	n.a.	 













    8 


     


    

 


 





	 	 	 	H1
    2015	H1
    2014
	-
    Basic earnings (loss) per Share:	 	 
	-	Ordinary shares	0.0221	(0.0476)
	-	Savings shares	0.0221	(0.0476)
	of
    which:	 	 
	-
     from continuing operations	 	 
	 	-	Ordinary shares	0.0221	(0.0476)
	 	-	Savings shares	0.0221	(0.0476)
	- from discontinued operations/non-current assets held for sale	 	 
	 	-	Ordinary shares	0.0000	0.0000
	 	-	Savings shares	0.0000	0.0000
	 	 	 	 	 
















 


CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME


 





	 	 	 	H1
                                         2015	 	 	 	H1
                                         2014	 	 	 	Change	 
	Profit (loss) for the period	 	 	2,409	 	 	 	(5,183	)	 	 	7,592	 
	Other components
    of the statement of comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 
	°   Remeasurement
    of defined benefit plans	 	 	 	 	 	 	 	 	 	 	 	 
	° Actuarial gains (losses)	 	 	173	 	 	 	(205	)	 	 	378	 
	° Income tax expense	 	 	(48	)	 	 	56	 	 	 	(104	)
	sub-total	 	 	125	 	 	 	(149	)	 	 	274	 
	Comprehensive profit (loss) for the period	 	 	2,534	 	 	 	(5,332	)	 	 	7,866	 
	Attributable to:	 	 	 	 	 	 	 	 	 	 	 	 
	- Profit (loss) for
    the year attributable to equity holders of the Parent Company	 	 	 	 	 	 	 	 	 	 	 	 
	> Income (loss)
    from continuing operations	 	 	958	 	 	 	(5,333	)	 	 	6,291	 
	> Profit (loss)
    from discontinued operations/Non-current assets held for sale	 	 	—  	 	 	 	—  	 	 	 	—  	 
	- Profit (loss) for
    the period attributable to equity holders of the Parent Company	 	 	958	 	 	 	(5,333	)	 	 	6,291	 
	- Minority interests	 	 	 	 	 	 	 	 	 	 	 	 
	> Income (loss)
    from continuing operations	 	 	1,576	 	 	 	1	 	 	 	1,575	 
	> Profit (loss)
    from discontinued operations/Non-current assets held for sale	 	 	—  	 	 	 	—  	 	 	 	—  	 
	- Profit (loss) for
    the period attributable to Minority Interests	 	 	1,576	 	 	 	1	 	 	 	1,575	 
	 	 	 	 	 	 	 	 	 	 	 	 	 












    9 


     


    




 


The Network
Operator — a business unit of Telecom Italia Media — includes the operations of Persidera S.p.A. (including Rete
A S.p.A., merged into Persidera S.p.A. in December 2014), Beigua S.r.l., and Timb 2 S.r.l. relating to the management of Group-operated
Digital Multiplexes, as well as the ancillary services and broadcasting platforms offered to third parties.


 





	 	 	 	 	Network	 	Other	 	 	 	 
	 	 	 	 	Operator	 	activities	 	Changes	 	Group Total
	(in millions of euro)	 	 	 	(1)	 	(2)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Revenues	 	 	H1
                                         2015	 	 	 	42.4	 	 	 	0.3	 	 	 	(0.3	)	 	 	42.4	 
	 	 	 	H1
                                         2014	 	 	 	30.6	 	 	 	0.3	 	 	 	(0.3	)	 	 	30.6	 
	 	 	 	Change	 	 	 	11.8	 	 	 	 	 	 	 	 	 	 	 	11.8	 
	EBITDA	 	 	H1
                                         2015	 	 	 	20.8	 	 	 	(0.6	)	 	 	 	 	 	 	20.2	 
	 	 	 	H1
                                         2014	 	 	 	15.2	 	 	 	(3.9	)	 	 	 	 	 	 	11.3	 
	 	 	 	Change	 	 	 	5.6	 	 	 	3.3	 	 	 	 	 	 	 	8.9	 
	EBIT	 	 	H1
                                         2015	 	 	 	9.4	 	 	 	(0.6	)	 	 	 	 	 	 	8.8	 
	 	 	 	H1
                                         2014	 	 	 	1.8	 	 	 	(3.9	)	 	 	 	 	 	 	(2.1	)
	 	 	 	Change	 	 	 	7.6	 	 	 	3.3	 	 	 	 	 	 	 	10.9	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Industrial investments	 	 	H1
                                         2015	 	 	 	2.9	 	 	 	 	 	 	 	 	 	 	 	2.9	 
	 	 	 	H1
                                         2014	 	 	 	3.7	 	 	 	 	 	 	 	 	 	 	 	3.7	 
	 	 	 	Change	 	 	 	(0.8	)	 	 	 	 	 	 	 	 	 	 	(0.8	)
	(Headcount)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Personnel	 	 	06/30/2015		 	 	66	 	 	 	20	 	 	 	 	 	 	 	86	 
	 	 	 	12/31/2014		 	 	67	 	 	 	21	 	 	 	 	 	 	 	88	 
	 	 	 	Change	 	 	 	(1	)	 	 	(1	)	 	 	 	 	 	 	(2	)








 





(1) It includes
the activity of Persidera S.p.A., Beigua S.r.l., Timb 2 S.r.l..


 


(2)
It includes Telecom Italia Media S.p.A.'s activities.


 



    10 


     


    









 








Consolidated Statements of Financial Position 


 





	(in
    thousands of euro)	 	06/30/2015		 	 	12/31/2014		 	 	CHANGE	 
	 	 	 	 	 	 	 	 
	ASSETS	 	 	 	 	 	 	 	 	 	 	 
	NON-CURRENT ASSETS	 	 	 	 	 	 	 	 	 	 	 
	Intangible assets:	 	 	 	 	 	 	 	 	 	 	 
	Goodwill	 	29,571	 	 	 	29,571	 	 	 	—  	 
	Intangible assets
    with a finite useful life	 	137,007	 	 	 	141,886	 	 	 	(4,879	)
	 	 	166,578	 	 	 	171,457	 	 	 	(4,879	)
	Tangible assets:	 	 	 	 	 	 	 	 	 	 	 
	Property, plant
    and equipment owned	 	77,089	 	 	 	80,666	 	 	 	(3,577	)
	Assets held under
    finance leases	 	—  	 	 	 	—  	 	 	 	—  	 
	 	 	77,089	 	 	 	80,666	 	 	 	(3,577	)
	Other non-current
    assets	 	 	 	 	 	 	 	 	 	 	 
	Investments in associates and joint ventures accounted
    for using the equity method	 	—  	 	 	 	—  	 	 	 	—  	 
	Other investments	 	492	 	 	 	495	 	 	 	(3	)
	Non-current financial
    assets	 	109	 	 	 	126	 	 	 	(17	)
	Miscellaneous receivables
    and other non-current assets	 	12,111	 	 	 	15,681	 	 	 	(3,570	)
	Deferred tax assets	 	3,848	 	 	 	6,215	 	 	 	(2,367	)
	 	 	16,560	 	 	 	22,517	 	 	 	(5,957	)
	TOTAL NON-CURRENT
    ASSETS (A)	 	260,227	 	 	 	274,640	 	 	 	(14,413	)
	CURRENT ASSETS	 	 	 	 	 	 	 	 	 	 	 
	Inventories	 	11	 	 	 	11	 	 	 	—  	 
	Trade and miscellaneous
    receivables and other current assets	 	41,560	 	 	 	42,445	 	 	 	(885	)
	Current income
    tax receivables	 	472	 	 	 	196	 	 	 	276	 
	Investments	 	 	 	 	 	—  	 	 	 	—  	 
	Current financial
    assets	 	 	 	 	 	 	 	 	 	 	 
	Securities other than investments, financial receivables and other	 	 	 	 	 	 	 	 	 	 	 
	current financial assets	 	43	 	 	 	53	 	 	 	(10	)
	Cash and cash equivalents	 	22	 	 	 	5,064	 	 	 	(5,042	)
	TOTAL CURRENT ASSETS
    (B)	 	42,108	 	 	 	47,769	 	 	 	(5,661	)
	TOTAL ASSETS (A+B)	 	302,335	 	 	 	322,409	 	 	 	(20,074	)
	EQUITY AND LIABILITIES	 	 	 	 	 	 	 	 	 	 	 
	EQUITY	 	 	 	 	 	 	 	 	 	 	 
	Equity attributable
    to equity holders of the Parent Company	 	(64,464	)	 	 	(65,423	)	 	 	959	 
	Equity attributable
    to Minority Interests	 	42,534	 	 	 	43,814	 	 	 	(1,280	)
	TOTAL EQUITY (C)	 	(21,930	)	 	 	(21,609	)	 	 	(321	)
	 	 	 	 	 	 	 	 	 	 	 	 
	NON-CURRENT LIABILITIES	 	 	 	 	 	 	 	 	 	 	 
	Non-current financial
    liabilities	 	55,884	 	 	 	—  	 	 	 	55,884	 
	Employee benefits	 	1,947	 	 	 	2,163	 	 	 	(216	)
	Deferred tax liabilities	 	26,696	 	 	 	27,376	 	 	 	(680	)
	Provisions	 	—  	 	 	 	—  	 	 	 	—  	 
	Miscellaneous payables
    and other non-current liabilities	 	11,510	 	 	 	11,539	 	 	 	(29	)
	TOTAL NON-CURRENT
    LIABILITIES (D)	 	96,037	 	 	 	41,078	 	 	 	54,959	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CURRENT LIABILITIES	 	 	 	 	 	 	 	 	 	 	 
	Current financial
    liabilities	 	196,202	 	 	 	274,636	 	 	 	(78,434	)
	Trade and miscellaneous
    payables and other current liabilities	 	32,009	 	 	 	28,287	 	 	 	3,722	 
	Current income
    tax payables	 	17	 	 	 	17	 	 	 	—  	 
	TOTAL CURRENT LIABILITIES
    (E)	 	228,228	 	 	 	302,940	 	 	 	(74,712	)
	TOTAL LIABILITIES
    (F=D+E)	 	324,265	 	 	 	344,018	 	 	 	(19,753	)
	TOTAL EQUITY AND
    LIABILITIES (C+F)	 	302,335	 	 	 	322,409	 	 	 	(20,074	)








 


 



    11 


     


    




 


Consolidated
Cash Flows Statements





 





	(in
    thousands of euro)	H1
    2015	 	H1
    2014	 
	 	 	 	 	 
	CASH
    FLOWS FROM OPERATING ACTIVITIES	 	 	 	 
	Profit
    (loss) for the period	2,409	 	(5,183)	 
	Adjustments
    for:	 	 	 	 
	 	Depreciation
    and amortization	11,365	 	13,374	 
	 	Impairment
    losses/reversals of non-current assets (including investments)	3	 	6	 
	 	Net change
    in deferred tax assets and liabilities	1,639	 	(1,509)	 
	 	Gains/losses
    realized on disposals of non-current assets (including investments)	(3)	 	(1)	 
	 	Share of
    losses/gains of associates accounted for using the equity method	-	 	 	 
	 	Change
    in employee benefits	(63)	 	(3)	 
	 	Change
    in inventories	-	 	-	 
	 	Change
    in trade receivables and in net receivables for contract works	1,648	 	(2,050)	 
	 	Change
    in trade payables	1,830	 	312	 
	 	Net change
    in income tax receivables/payables	597	 	117	 
	 	Net change
    in miscellaneous receivables/payables and other assets/liabilities	3,319	 	21,730	 
	CASH
    FLOWS FROM (USED IN) OPERATING ACTIVITIES (A)	22,744	 	26,793	 
	CASH FLOWS FROM INVESTING ACTIVITIES	 	 	 	 
	 	Purchase of intangible assets on an accrual
    basis	(241)	 	(27)	 
	 	Purchase of tangible assets on an accrual basis	(2,668)	 	(3,719)	 
	 	Total investments
    in intangible and tangible assets on an accrual basis	(2,909)	 	(3,746)	 
	 	Change in trade payables relating to investing
    activities	499	 	317	 
	 	Total purchase
    of intangible and tangible assets on a cash basis	(2,410)	 	(3,429)	 
	 	Acquisition
    of subsidiaries and businesses, net of cash acquired (II)	-	 	217	 
	 	Acquisition
    of other investments (II)	-	 	-	 
	 	Change
    in financial receivables and other financial assets (I)	27	 	(21,268)	 
	 	Proceeds
    from sale of subsidiaries, net of cash disposed of (Il)	-	 	-	 
	 	Proceeds from sale/repayment of tangible, intangible
    and other non current assets	 	 	 	 
	 	(II)	3	 	5	 
	CASH
    FLOWS FROM (USED IN) INVESTING ACTIVITIES (B)	(2,380)	 	(24,475)	 
	CASH
    FLOWS FROM FINANCING ACTIVITIES	 	 	 	 
	 	Change
    in current financial liabilities and other	(23,180)	 	21,268	 
	 	Proceeds
    from non-current financial liabilities (including current portion)	70,000	 	 	 
	 	Repayments
    of non-current financial liabilities (including current portion)	-	 	-	 
	 	Other changes
    in non-current financial liabilities	(20)	 	(33)	 
	 	Increases/reductions of share capital and other
    changes in Equity (including	 	 	 	 
	 	subsidiaries)	-	 	-	 
	 	Amount
    paid for instruments representing equity	-	 	 	 
	 	Dividends
    paid	(2,856)	 	 	 
	CASH
    FLOWS FROM (USED IN) FINANCING ACTIVITIES (C)	43,944	 	21,235	 
	CASH FLOWS FROM (USED IN) DISCONTINUED
    OPERATIONS/NON -CURRENT ASSETS	 	 	 	 
	HELD FOR SALE (D)	-	 	-	 
	 	 	 	 	 
	AGGREGATE
    CASH FLOWS (E=A+B+C+D)	64,308	 	23,553	 
	NET
    CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD (F)	(106,390)	 	(18,061)	 
	Net
    foreign exchange differences on net cash and cash equivalents (G)	-	 	-	 
	NET
    CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (H=E+F+G)	(42,082)	 	5,492	 






 


	(I)	The amount payable for the acquisition also includes
any goodwill and is given net of the change in receivables resulting from the relevant acquisition



	(II)	The amount payable for the acquisition is given net
of the change in payables resulting from the relevant acquisition










    12 


     


    

 





Other
Information on Cash Flows


 










	(in thousands of euro)	 	 	H1
                                         2015	 	 	 	H1
                                         2014	 
	Income tax expense (paid)/received	 	 	2,660	 	 	 	20,271	 
	Interest expense paid	 	 	(5,637	)	 	 	(4,263	)
	Interest income received	 	 	—  	 	 	 	—  	 
	Dividends received	 	 	11	 	 	 	11	 
	 	 	 	 	 	 	 	 	 
	BREAKDOWN OF NET CASH AND CASH EQUIVALENTS:	 	 	 	 	 	 	 	 
	(in thousands of euro)	 	 	 	 	 	 		 
	 	 	 	H1
                                         2015	 	 	 	H1 2014	 
	 	 	 	 	 	 	 	 	 
	CASH
    AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD:	 	 	 	 	 	 	 	 
	Cash and cash equivalents
    - from continuing operations	 	 	5,064	 	 	 	17	 
	Bank overdraft
    repayable on demand - from continuing operations	 	 	(111,454	)	 	 	(18,078	)
	 	 	 	(106,390	)	 	 	(18,061	)
	CASH
    AND CASH EQUIVALENTS AT END OF THE PERIOD:	 	 	 	 	 	 	 	 
	Cash and cash equivalents
    - from continuing operations	 	 	22	 	 	 	5,492	 
	Bank overdraft
    repayable on demand - from continuing operations	 	 	(42,104	)	 	 	—  	 
	 	 	 	(42,082	)	 	 	5,492	 











 









    13