In its resolution of 26 January 2011, Consob published the minimum shareholdings required for presentation of slates of candidates for election to the administration and control bodies, establishing for Telecom Italia a minimum holding of 1% of the ordinary share capital.
Therefore those shareholders who jointly or separately hold shares representing at least 1% of the ordinary share capital are entitled to present slates of candidates for appointment to the Board of Directors.
Pursuant to article 9.3 of the Company Bylaws, each shareholder may present a single slate, alone or jointly with others, and each candidate may be presented in a single slate, on penalty of ineligibility.
Pursuant to article 147-ter of the of Legislative Decree no. 58 of 24 February 1998 ("Consolidated Finance Law" or "CFL”) at least two members of the Board of Directors, must possess the requisites of independence laid down for auditors in article 148, subsection 3 of the CFL.
The slates must be filed at the Registered Offices of the Company at the following address:
TELECOM ITALIA S.p.A.
Corporate Affairs
Piazza degli Affari n. 2
20123 MILAN - ITALY
by 15 March 2011.
Certification of intermediaries attesting that they hold the shareholding at the date on which the slate is presented must reach the Company by 19 March 2011.
Any records concerning the shareholding of the presenting shareholder after the date of filing of the slate have no effect on the legitimacy of the exercise of its right.
The following documents must be filed with each slate:
- by the individual candidates:
- their declaration of acceptance to be a candidate,
- a declaration attesting that no causes of ineligibility or incompatibility exist, and that the candidate holds the prescribed requisites,
- a declaration attesting that they possess the requisites of independence specified in article 148, subsection 3 of the CFL and the Self-Regulatory Code of Borsa Italiana,
- an exhaustive report on the personal and professional characteristics of the candidate, indicating any appointments as director or auditor of any other company.
The Company must be promptly informed of any variation that might occur prior to the day the actual Meeting takes place.
- the shareholders submitting the slate must also present the information relating to their identity, indicating the total number of shares they hold.
Consob advises shareholders presenting a “minority list” to also file a declaration attesting “the absence of any connecting relations, including indirect relations, pursuant to article 147-ter, subsection 3, of the CFL and article 144-quinques of the Issuer regulations, with shareholders who jointly or severally hold a controlling shareholding or a shareholding of relative majority, when this can be identified on the basis of the notices of relevant shareholdings pursuant to article 120 of the CFL or the publication of any voting trusts pursuant to article 122 of that law”, specifying any relations that exist with said controlling or relative majority shareholders” (Consob Communication no. 9017893 of 26 February 2009).
Properly presented slates will be made available to the public at the Registered Office of the Company and at Borsa Italiana S.p.A., as well as on the company website www.telecomitalia.com/agm by 19 March 2011.
Any proposals by shareholders submitting slates concerning the number of directors, their term of office or the remuneration of the Board being appointed formulated at the same time will be made public by the Company in the same way.
