The appointment will be made on the basis of slates presented by shareholders who, jointly or separately, hold shares, in compliance with the Company’s Bylaws, 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.
Given the closure TIM’s head office to the public due to the COVID-19 emergency as mentioned above, slates must be submitted by 6 March 2021 by email to assemblea.azionisti@pec.telecomitalia.it.
If by 6 March 2021 only one (or no) slate has been validly submitted, or if the only slates submitted are from shareholders with an affiliate relationship, the submission deadline shall be extended to 9 March 2021 and the entitlement threshold shall be halved to 0.25% of the ordinary share capital. Proof of entitlement to exercise the vote on the day the slate is submitted must be produced by 10 March 2021.
The following documents must be filed with each slate:
- for each candidate, (i) acceptance of candidacy; (ii) a declaration attesting that no causes of ineligibility or incompatibility exist, and that the candidate possesses the independence required by law and , if applicable, the Corporate Governance Code of Borsa Italiana; (iii) an exhaustive report on the personal and professional characteristics of the candidate, indicating any appointments as director or auditor. Any changes to the information provided that might occur prior to the day the shareholders’ meeting takes place must be promptly disclosed to the Company;
- the shareholders submitting a slate must also present the information relating to their identity, indicating the total number of shares they hold;
- for shareholders submitting the slate – other than those holding a controlling or relative majority stake – a declaration attesting to the absence of any connecting relations therewith, pursuant to Article 144-quinquies of Consob Regulation No. 11971/1999.
Moreover, shareholders presenting a slate are asked to expressly indicate their candidate for the office of Chairman of the board should the slate prove to be a “minority slate”.
Duly submitted slates shall be made public on the “1INFO” storage platform (www.1info.it), as well as on the Company website at www.gruppotim.it/assemblea.
Shareholders intending to present a slate are invited to contact the Company Corporate Affairs office in advance to define all the necessary details.
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
