06/27/2019 - 11:30 AM
A company directed and coordinated by Vivendi SA
Registered Office in Milan at Via Gaetano Negri n. 1
General Administration and Secondary Office in Rome at Corso d’Italia n. 41
PEC (Certified Electronic Mail) box: email@example.com
Share capital Euro 11,677,002,855.10 fully paid up
Taxpayer Identification/VAT Code and Milan Register of Companies no. 00488410010
NOTICE TO THE SHAREHOLDERS OF TELECOM ITALIA S.P.A.
(PURSUANT TO ARTICLE 84 OF CONSOB REGULATION NO. 11971/1999)
Milan 27 June 2019 - It is announced that plan for the merger by incorporation of the wholly owned subsidiary Noverca S.r.l. (“NOVERCA” or the “Company being Incorporated”) into Telecom Italia S.p.A. (“TIM” or the “Incorporating Company”) was published on their respective institutional websites (for TIM https://www.telecomitalia.com/tit/en/investors/investments-divestments/corporate_operations.html for NOVERCA https://www.kenamobile.it/chi-siamo/azienda/).
As it involves the merger of companies that are entirely owned pursuant to art. 2505 of the Italian Civil Code, the decision on the Merger will be adopted: (i) for TIM by its Board of Directors, pursuant to art. 2505, subsection 2, of the Italian Civil Code and art. 12 of the Bylaws; (ii) for NOVERCA by it Shareholders' Meeting.
Pursuant to art. 2505, subsection 3, of the Italian Civil Code, the shareholders of TIM who represent at least 5% of the share capital may ask that the decision on the merger be adopted by the extraordinary shareholders' meeting by virtue of art. 2502, subsection 1, of the Italian Civil Code. Shareholders who intend to exercise this right are required send their specific request accompanied by certification attesting ownership of the shares, within 8 days from the date of the published (June 27, 2019) on the institutional website of the Company, by certified e-mail (PEC) to firstname.lastname@example.org (ref. Corporate Affairs) or alternatively by registered mail with advice of receipt, to TIM S.p.A. Direzione Generale - Funzione Corporate Affairs, Corso d’Italia n. 41, 00198 Roma.
Within the respective statutory deadlines and in compliance with the modalities established by applicable regulations (deposit at the registered office; internet website http://www.telecomitalia.com/tit/en/investors/investments-divestments/corporate_operations.html; “1INFO” (www.1info.it) storage mechanism) the documents of the merger will be published.