The operation for a maximum amount of € 1,600 million, will be carried out by the distribution of the “Extraordinary reserve” and the “Share premium reserve”
The amount of the dividend will be € 0.1865 for both ordinary and savings share
Appointments to the Board of Directors: Messrs. Oscar Carlos Cristianci, Gaetano Miccicchè, Enrico Parazzini
Approval of the plan for the merger by incorporation of Blu SpA into TIM SpA
Under the chairmanship of Carlo Buora, the Shareholders´ Meeting of TIM (Telecom Italia Group) met in ordinary and extraordinary session today in Turin.
In ordinary session, the Shareholders´ Assembly:
as in coincidence with today´s Shareholders´ Meeting the term of office of the Directors co-opted by the Board during the year has expired, appointed Directors to the Board: Messrs. Oscar Carlos Cristianci, Gaetano Miccicché Enrico Parazzini
The Directors shall remain in office until the completion of the mandate given to the entire Board of Directors by the Shareholders´ Meeting of December 14, 2001, that is up until the Shareholders´ Meeting convened to approve the financial statements for the financial year ending December 31, 2003.
passed a resolution reclassifying the reserves stated among the liabilities of the Balance Sheet via the transfer from the “Share-premium reserve” to the “Legal reserve” of the sum of € 103,942,274 and the transfer from the “Legal reserve” to the “Extraordinary reserve” of the sum of € 102,792,887.
passed a resolution to distribute a dividend to Shareholders of € 0.1865 for both ordinary and savings share, inclusive of all withholding taxes, by distributing the “Extraordinary reserve” and the “Share-premium reserve” for a maximum amount of €1,600 million. The distributed dividend will enable a full tax credit to be attributed which can be used without limitation, for 56.25% on that part of the dividend constituted by € 0.0554 and a limited, or “non reimbursable” tax credit for 56.25% on the part of the dividend constituted by € 0.0963. The residual part represented by € 0.0348 will not benefit from any tax credit as this part of the dividend was taken from the “Share-premium reserve”. The dividend, represented by voucher n.8, for both categories of shares, will be payable as from December 19, 2002, with the detachment of the coupon to take place on December 16, 2002.
The dividend distribution approved today will, in part, anticipate the 2002 dividend distribution.
In extraordinary session the Shareholders´ Meeting approved the merger project involving the incorporation of Blu SpA into TIM SpA, the latter holding 100% of Blu SpA´s shares following the acquisition completed on October 7, 2002. The merger plan was already approved by the Extraordinary Shareholders’ Meeting of Blu SpA of December 9, 2002.
TIM intends to complete the operation by December 31 2002.
With the merger of Blu SpA into TIM SpA, the latter takes over all the assets, liabilities, commitments and charges of the company to be incorporated, without recourse to an increase in the share capital of TIM SpA but solely through the cancellation of Blu SpA´s share capital.