In view of the renewal, the outgoing Board of Directors has formulated, in its report, a series of recommendations regarding the composition, term in office and remuneration of the board (subject to resolution of the absolute majority of the shares present at the Shareholders' meeting, on the basis of the proposals the shareholders decide to formulate) as well as the characteristics of the candidates.
The appointment will be made on the basis of slates presented by shareholders who, jointly or separately, hold shares representing at least 0.5% of the ordinary share capital.
Pursuant to article 9.3 of the Company’s 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.
The slates must be presented by 9 April 2017 at the Registered Office at the following address:
TELECOM ITALIA S.p.A.
Corporate Affairs
Piazza degli Affari n. 2
20123 MILAN - ITALY
or by e-mail to the following address: assemblea.azionisti@pec.telecomitalia.it
and the certificates proving entitlement to exercise this right must be produced by 13 April 2017. Registration of increases or decreases in the number of shares held in the accounts of the presenting shareholder after the date of filing of the slate shall have no effect on their entitlement to the exercise of their right.
Regarding the requisites for the composition of the lists reference is made to art. 9 of the Company’s by-laws, which may be consulted on the website www.telecomitalia.com.
The following documents must be filed with each slate:
- for each candidate:
- acceptance of candidacy,
- a declaration attesting that no causes of ineligibility or incompatibility exist, and that the candidate possesses the requisites of independence specified in Legislative Decree no. 58/1998 (the CFL) and/or the Corporate Governance 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. Any variations that might occur prior to the day the shareholders’ meeting takes place must be promptly communicated to the Company.
− for each shareholder submitting a slate, information relating to their identity, indicating the total number of shares held by them.
Consob recommends that shareholders filing “a minority slate” file together with the slate itself a declaration certifying the absence of affiliation relations, also indirectly, as specified in art. 147-ter, section 3 of the Consolidated Law on Financial Intermediation and art. 144-quinquies of Consob Regulation n. 11971/1999.
The shareholder has no publication responsibilities, the Company being responsible for making public the information on properly filed slates. This information will be published at the Registered Office and at the storage mechanism “1INFO” (www.1info.it), as well as on the company website www.telecomitalia.com/agm, no later than 13 April 2017.
Shareholders intending to formulate proposals on the number of members, the term of office or the remuneration to be assigned to the Board being elected, or intending to present a slate are invited to contact the Company’s Corporate Affairs office in advance to define all the necessary details.
