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Telecom Italia Shareholders' Meeting – 20 May 2015: appointment of the Board of Auditors through voting by slates

03/30/2015 - 05:00 PM

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 17.4 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  25 April 2015

  • at the Registered Office at the following address:

        Corporate Affairs
        Via Gaetano Negri no. 1
        20123 MILAN - ITALY

and the certificates proving entitlement to exercise this right must be produced by 29 April 2015.

The following documents must be filed with each slate:

  • for each candidate,
  1. acceptance of candidacy,
  2. 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,
  3. 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.
  • the shareholders submitting a slate must also present the information relating to their identity, indicating the total number of shares held by them.
  • shareholders, other than those who hold a controlling interest or relative majority interest, must present a declaration certifying the absence of any affiliation with the latter as prescribed by art. 144-quinquies of Consob Issuer’s Regulation.

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 of the Company and through “1INFO” ( storage mechanism, as well as on the Company website within 29 April 2015.

Any proposals by shareholders submitting slates concerning the remuneration of the Board being appointed  which are formulated at the same time will be made public by the Company in the same way.

The slates are divided into two sections: one for the candidates for the office of standing auditor and the other for the candidates of alternate auditor. The slates which in one, in the other or in both sections contain a number of candidates which are equal to or higher than three must ensure the presence in such section of both genders, so that the candidates of the less represented gender represent at least a third of the total, with a rounding up , in the case of a fractional number to the nearest whole number

The first candidates listed in both sections shall be statutory auditors registered in a specific register who have exercised their activities as statutory auditor for a period of time of not less than three years (see art. 17.8 of the Company’s By-laws).

Reference regulation

  • arts. 148, 148-bis Consolidated Financial Law
  • arts. 144-quinquies, 144-sexies, 144-octies, 144-novies, 144-undecies and 144-terdecies Consob Issuer’s Regulation
  • art. 17 Company’s Bylaws