TELECOM ITALIA S.p.A.
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 CONVENING THE SHAREHOLDERS’ MEETING
Holders of Telecom Italia ordinary shares are called:
- on April 6, 2009 at 12.00 p.m. at 2 Piazza degli Affari, Milan to an extraordinary shareholders’ meeting on the first call and
- on April 7, 2009 at the same time and place to an ordinary shareholders’ meeting on the first call and an extraordinary shareholders’ meeting on the second call and
- on April 8, 2009 at 11.00 a.m. at 3 Viale Toscana, Rozzano (Milan) to an ordinary shareholders’ meeting on the second call and an extraordinary shareholders’ meeting on the third call
to discuss and vote on the following
Agenda
Ordinary meeting
- Financial statements for the year ended December 31, 2008 - related and consequent resolutions.
- Appointment of a Director.
- Appointment of the Board of Auditors - related and consequent resolutions.
Extraordinary meeting
- Mandates to increase the share capital and to issue convertible bonds - amendment of Article 5 of the bylaws (share capital) - related and consequent resolutions.
In view of the Company’s ownership structure, the quorum will presumably be reached and the meeting duly constituted on April 8, 2009 at 11.00 a.m. at 3 Viale Toscana, Rozzano (Milan).
Matters on the agenda
Financial statements for the year ended December 31, 2008 – related and consequent resolutions
According to Telecom Italia’s draft financial statements the net income for the year 2008 amounts to € 1,499,995,748.
Shareholders are invited to approve (with a single vote) the Company’s 2008 financial statements and the distribution of part of the net income, through payment of the following dividends:
- € 0.050 for each ordinary share;
- € 0.061 for each savings share.
Subject to approval by the ordinary shareholders’ meeting, the Company will pay the dividends as of April 23, 2009, with April 20, 2009 as the coupon detachment date.
Appointment of a Director
Following the resignation of Gianni Mion, in its meeting on February 27, 2009 the Board of Directors co-opted Stefano Cao, who, as prescribed by law, will remain in office until the shareholders’ meeting. It is proposed that the shareholders’ meeting appoints the above-mentioned Stefano Cao (whose curriculum vitae is available on the Company’s website www.telecomitalia.it, attached to the report on this item) as a director until the end of the Board’s term of office and therefore until the approval of the financial statements for the year ending December 31, 2010.
Since the slate voting system is envisaged by the bylaws only for the complete renewal of the Board of Directors, it does not apply in this case.
Appointment of the Board of Auditors - related and consequent resolutions
The term of office of the current Board of Auditors ends with the approval of the financial statements for the 2008 fiscal year.
Shareholders are therefore invited to vote separately in order (i) to elect five members of the Board of Auditors and four alternates (using the slate system: three members and two alternates to be chosen from the majority slate and the remaining members and alternates to be chosen from the minority slates), (ii) to appoint the Chairman of the Board of Auditors (among the members chosen from the minority slates) and (iii) to determine the members’ compensation.
The Board of Directors invites shareholders to put forward lists of candidates in accordance with the procedures and time limits referred to in Article 17 of the bylaws and applicable rules.
For the purpose of appointing the Board of Auditors, shareholders who alone or together with other shareholders hold a total number of shares representing at least 0.5% of the voting share capital may submit slates. Each shareholder may present or participate in the presentation of only one slate and each candidate may appear on only one slate on pain of ineligibility.
With the exception of the re-opening of the term for filing the slates, as provided for in the current regulation, the slates must be filed at the registered office of the Company by March 23, 2009, together with: (a) the details of the identity of the shareholders who have submitted the slates, specifying the overall percentage shareholding held and a certification specifying the ownership of said shareholding; (b) a declaration from the shareholders other than those who, jointly or otherwise, possess a relative majority shareholding, certifying the absence of any relationships of affiliation with the latter pursuant to Article 144-quinquies of the Regulation implementing Legislative Decree no. 58 of February 24, 1998, adopted by Consob by resolution 11971/1999 and subsequently amended; (c) detailed information on the personal traits and professional qualifications of the candidates, together with a declaration from said candidates certifying their meeting any legal requirements and their acceptance of the nomination. The curriculum vitae of each candidate shall be filed setting out an indication of the positions held in management and control bodies of other companies. Any changes that occur up to the day the Shareholders’ Meeting is held must be notified to the Company.
For the above mentioned purposes the Company invites shareholders to take due note of what Consob recommended under its rule DEM/9017893, dated February 26, 2009
The Company shall make available to the public the slates of candidates duly submitted by shareholders as well as the information required by applicable regulation at its registered office, at Borsa Italiana (www.borsaitaliana.it) and on its web site www.telecomitalia.it.
Mandates to increase the share capital and to issue convertible bonds - amendment of Article 5 of the bylaws (share capital) - related and consequent resolutions
The extraordinary shareholders’ meeting is called upon to approve with a single vote, after revocation of the existing mandates (granted for five years to the Board of Directors by the extraordinary shareholders’ meeting of May 6, 2004), the authorization of the Board of Directors to:
- increase the share capital by up to a maximum nominal amount of €880,000,000 by means of the issue for cash, with or without premium, in one or more tranches and within five years of this resolution, of up to a maximum of 1,600,000,000 ordinary shares with a par value of €0.55 each, to be offered in whole or in part with the right of pre-emption to persons having entitlement or, including just a part thereof, to employees of the Company and its subsidiaries with the exclusion of the right of pre-emption pursuant to the combined effects of the last paragraph of Article 2441 of the Civil Code and Article 134(2) of Legislative Decree 58/1998
- issue, in one or more tranches and within five years of this resolution, bonds convertible into ordinary shares to be offered with the right of pre-emption to persons having entitlement up to a maximum nominal amount of €1 billion.
The reason for recourse to such mandates is shortening the time needed to carry out any extraordinary corporate actions approved, thereby minimizing the risk of market fluctuations between the time of the announcement and the time of the approval of the transaction by the shareholders’ meeting. The reasons for each such initiative, if any, will be given in the documentation that will be published in due time in compliance with the rules in force.
None of the amendments to the bylaws subsequent to the mandates described above will result in shareholders who do not vote in favor of their approval being entitled to withdrawal rights.
Documentation
The reports and proposed resolutions for all the items on the agenda are available at the Company’s registered office and at Borsa Italiana S.p.A., as well as on the Company’s website (http://www.telecomitalia.it); the documentation regarding the financial statements will be made available within applicable legal time limits.
The Company’s registered office will be open for consultation and/or consignment of the above documentation on weekdays, Monday through Friday, excluding bank holidays, from 10.00 a.m. to 1.00 p.m. and from 3.00 p.m. to 5.00 p.m.
The documentation for the meeting can be requested by contacting (by telephone or by email) the references specified at the end of this notice; the Company will not take into account requests already made in previous occasions.
Additions to the agenda of the Shareholders Meeting
Shareholders who, even jointly, represent at least one fortieth of the voting share capital may request, within March 10, 2009, additions to the agenda, specifying the additional items they propose and depositing the relevant explanatory report at the Company’s registered office in good time so that it may be made available to the shareholders at least ten days before the date of the meeting on the first call. Additions to the agenda may not be made, however, for matters on which the shareholders’ meeting is required by law to resolve on proposals put forward by the directors or on the basis of a plan or report they have prepared.
In the event of any additions, the amended agenda will be published in the same way as this notice.
Entitlement to attend
Pursuant to the bylaws, available on the Company’s website (www.telecomitalia.it), ordinary shareholders for whom the Company has received the notification specified by law at least two days before the date set for each shareholders’ meeting (on first, second or third call, respectively) are entitled to attend the meeting.
The Company does not require shareholders to block their shares to be eligible to attend a meeting, instead they must deposit them, i.e. give the intermediary that keeps the relevant accounts instructions to make the necessary notifications to the Company at least two days before the date of the meeting. This does not prevent subsequent withdrawal of the shares; on the other hand if they are withdrawn, the earlier deposit ceases to be effective for the purpose of entitlement to attend the meeting.
Any requests for advance notice to perform the relevant formalities or unavailability of deposited shares as a consequence of intermediaries’ market practices may not be imputed in any way to the Company.
Shareholders entitled to attend are invited to arrive before the time set for the start of the meeting; the registration formalities will begin at 9.00 a.m. However, to facilitate the verification of the entitlement to attend, those entitled to do so are invited:
- to send any proxy documents in advance of the meeting, to this end using the contacts given at the bottom of this notice;
- to show, on the day of the meeting, a copy of the notification made to the Company that custodians are legally required to make available to them.
Vote by mail
The right to vote can also be exercised by mail. The documentation for voting by mail will be available from March 13, 2009 at the Company’s registered office, where it can also be requested through authorized custodians. The envelope containing the ballot, a copy of the notification sent by the custodian and, where appropriate, documentation proving that the person signing the ballot is authorized to do so should be delivered to the following address:
TELECOM ITALIA S.p.A.
Corporate Affairs
Piazza degli Affari, 2
20123 MILAN - ITALY
not later than forty-eight hours before the meeting.
Shareholders are reminded that voting by mail is incompatible with giving proxies and must be exercised directly by the holder of the right to vote.
ADR owners
The owners of ADRs listed on the New York Stock Exchange and representing ordinary shares of Telecom Italia must contact JP Morgan Chase Bank, the issuer of the above-mentioned ADRs (address of customer service: P.O. Box 64504 St. Paul, MN 55164-0504; telephone number: +1 651 453 2128 for calls from outside the United States; +1 800 990 1135 for calls from within the United States e-mail address: jpmorgan.adr@wellsfargo.com).
Shuttle bus service to and from Rozzano
A shuttle service will be provided to take shareholders to the meeting place on April 8, 2009 (with departures at 8.30, 9.00 and 9.30 a.m. from Telecom Italia’s registered office, at 2 Piazza degli Affari, Milan) and back after the meeting.
Shareholders wishing to use the service are requested to book not later than April 3, 2009 by calling the toll-free number 800899389 or by sending an e-mail to navette.assemblee@telecomitalia.it.
Additional information
Requests for further clarifications or information may be made by:
- calling the toll-free number 800020220 (for calls from within Italy)
- calling +39 011 2293603 (for calls from abroad)
- sending an e-mail to corporate.affairs@telecomitalia.it
Reports and proposed resolutions (file .pdf, 50 KB)
Slate of candidates for the appointment as Auditors and Alternates presented by Telco S.p.A. (file .pdf, 32 KB)
Curricula of the candidates for the appointment as Auditors presented by Telco S.p.A. (file .pdf, 64 KB)
Curricula of the candidates for the appointment as Alternates presented by Telco S.p.A. (file .pdf, 61 KB)
Slate of candidates for the appointment as Auditors and Alternates presented by Findim Group S.A. and curricula of the candidates (file .pdf, 59 KB)
Slate of candidates for the appointment as Auditors and Alternates jointly presented (file .pdf, 478 KB) by:
Aletti Gestielle S.G.R. S.p.A. (file .pdf, 1.1 MB)
Arca S.G.R. S.p.A. (file .pdf, 1.3 MB)
Bipiemme Gestioni S.G.R. S.p.A. (file .pdf, 2.4 MB)
BNP Paribas Asset Management S.G.R. S.p.A. (file .pdf, 1.1 MB)
Fideuram Gestions S.p.A. (file .pdf, 2.4 MB)
Fideuram Investimenti S.G.R. S.p.A. (file .pdf, 1.1 MB)
Interfund Sicav (file .pdf, 1.2 MB)
Monte Paschi Asset Management S.G.R. S.p.A. (file .pdf, 1.1 MB)
Pioneer Asset Management S.p.A. (file .pdf, 970 KB)
Pioneer Investment Management S.G.R.p.A. (file .pdf, 1.2 MB)
Stichting Pensioenfonds ABP (file .pdf, 1.7 MB)
UBI Pramerica S.G.R. S.p.A. (file .pdf, 955 KB)
and curricula of the candidates:
for the appointment as Auditors (file .pdf, 3.3 MB)
for the appointment as Alternates (file .pdf, 3.1 MB)
