The Board of Directors will be appointed on the basis of lists submitted by the outgoing Board of Directors and by shareholders with a total number of 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.
In consideration of the circumstance that participation in the present Shareholders' Meeting is permitted exclusively through the Designated Representative and the submission of proposals is not permitted during the proceedings (as clarified by Consob), the lists must be submitted by March 29, 2024 by sending them to the email address assemblea.azionisti@pec.telecomitalia.it, with production by April 2, 2024 of the securities proving entitlement on the day the list is submitted.
Each list must be filed together with:
− from the individual candidates, (i) acceptance of the candidacy, (ii) a declaration attesting to the non-existence of causes of ineligibility and incompatibility, as well as the possible possession of the independence requirements provided for by the Consolidated Law on Finance and/or the Corporate Governance Code of Borsa Italiana, (iii) an exhaustive information on personal and professional characteristics with an indication of the administration and control positions held in other companies. Any changes in the information provided up to the day of the Shareholders' Meeting must be promptly notified to the Company;
− from the shareholders submitting the list, information on their identity, with an indication of the total shareholding held.
Shareholders who submit a list containing a number of candidates exceeding half of the members to be elected are also requested (i) to provide adequate information on its compliance with the orientation expressed by the outgoing Board of Directors (the Guiding Opinion, available on the Company's website at www.gruppotim.it/agm) and (ii) to indicate their candidate for the office of Chairman of the Board of Directors to be appointed.
It should be noted that Consob recommends that shareholders submitting a 'minority list' file with the list a declaration attesting to the absence of any relationship of connection, even indirect, pursuant to Article 147-ter, paragraph 3 of the Consolidated Law on Finance and Article 144-quinquies of Consob Regulation no. 11971/1999.
The duly submitted lists will be made public on the website of the '1INFO' storage mechanism(www.1info.it), as well as on the Company's website at www.gruppotim.it/agm.
Shareholders wishing to submit a list are invited to read the Guiding Opinion and contact the Company's Corporate Affairs department in advance to define any necessary operational details.
Relevant legislation
art. 147-ter, 147-quinquies e 148 comma 3 TUF
art. 144-ter, 144-quater e 144-quinquies Regolamento Emittenti Consob
art. 9 Company’s bylaws
