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Notices to shareholders

02/24/2009 - 08:00 AM

Telecom Italia
Registered Office in Milan, at 2 Piazza degli Affari

Corporate Headquarters in Rome, at 41 Corso d’Italia
Fully paid-up share capital €10,673, 803,873.70
Tax/VAT and Milan Company Register number: 00488410010
Electrical and Electronic Equipment Register no. IT08020000000799

Notice of Meetings of the Holders of the Outstanding

€ 750,000,000
Principal Amount of 4.50 per cent. Notes due 2011
ISIN XS0184374063 Common Code: 018437406

€ 1,250,000,000
Principal Amount of 5.375 per cent. Notes due 2019
ISINXS0184373925 Common Code: 018437392
(each a "Series", and together the “Notes")

Notice is hereby given to the holders of:

  • the Telecom Italia S.p.A. €750,000,000 4.50 per cent. Notes due 2011 (the "Notes due 2011"), and
  • the Telecom Italia S.p.A. €1,250,000,000 5.375 per cent. Notes due 2019 (the "Notes due 2019")

that separate meetings are hereby convened for noteholders of each Series (each a "Meeting") at the  registered office of Telecom Italia S.p.A. (the “Issuer”) in Milan, Italy, Piazzadegli Affari n. 2, at 9.00 a.m. (Milan time) for the Notes due 2011, at 10.00 a.m. (Milan time) for the Notes due 2019, on March 4, 2009, on Third Call, for the purpose of separately considering the proposals set out below and, if thought fit, passing the requisite resolutions at each Meeting, which are resolutions in accordance with the trust deed dated January 23, 2004 made between Telecom Italia S.p.A., Telecom Italia Finance S.A., J.P. Morgan Corporate Trustee Services Limited (the “Trust Deed"):

  1. activities carried out by the Common Representative of the noteholders, avv. Francesco Pensato, since his designation on the 3rd of April 2006 (web site: http://www.telecomitalia.com/noteholdersrepresentative);
  2. designation of the Common Representative of the noteholders.

According to the Trust Deed, a noteholder wishing to attend in person and vote at a relevant Meeting must produce at the Meeting valid voting certificate(s) issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote. A noteholder not wishing to attend in person but wishing to vote at the Meeting must request a Paying Agent to issue voting certificate(s) in the name of the proxy who he has nominated to attend and vote on his behalf.
In order to enable the Paying Agent to issue the aforementioned voting certificate, pursuant to the Trust Deed, the Notes are required to be blocked in an account with a clearing system at least 2 days before the date fixed for the relevant Meeting. Notes so blocked will not be released until the earlier of the conclusion of the Meeting specified in such certificate and the surrender of the voting certificate(s) to the Paying Agent who issued the same.

For further information, the noteholders should refer to the provisions relating to the meeting of the noteholders which are set out in the Third Schedule to the Trust Deed which is available on the Issuer's website at the following address:

Principal Paying Agent:
The Bank of New York Mellon
One Canada Square (London)
E14 5AL
Fax: + (44) 207 964 2536

Luxembourg Paying Agent
The Bank of New York (Luxembourg) SA
Aerogolf Center - 1A Hoehenhof
L-1736 Senningberg (Luxembourg)
Fax: + (352) 34 20 90 6035

An explanatory report of the items on the agenda is available to the public in compliance with law and has been posted on the Internet at the following address: http://www.telecomitalia.com/noteholdersrepresentative.

This notice is being published in the Official Gazette of the Republic of Italy, in the D'Wort in Luxemburg, in the Financial Times, in the II Sole 24 Ore, in the Finanza e Mercati and in the Milano Finanza, and may be viewed on the Issuer's website at the following internet address: http://www.telecomitalia.com/noteholdersrepresentative.

The Common Representative of the Noteholders
Avv. Francesco Pensato
Via Brera 5, Milano