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TIM Shareholders' Meeting – May, 4 2018: appointment of the Board of Directors through voting by slates

03/24/2018 - 04:00 PM

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 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  April 9, 2018 at the Registered Office at the following address:

TELECOM ITALIA S.p.A.
Corporate Affairs
Via Gaetano Negri no. 1
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 2018.

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 requisites of independence specified in Legislative Decree no. 58/1998 (the “Consolidated Law on Financial Intermediation” “CFL”) and/or 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 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 information relating to their identity, indicating the total number of shares held.

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 slates submitted correctly 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, within April 13, 2018.

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.

Reference regulation

  • Article 148, 148 - bisConsolidated Financial Law
  • 144-quinquies, 144-sexies, 144-octies , 144-novies, 144-undecies, and 144-terdecies  Consob Issuer’s Regulation
  • art. 9 Company’s Bylaws (file .pdf)