Telecom Italia, TIM and Telecom Italia Media announce that the calendars of company events for 2005 announced previously have been revised to take into account the plan to restructure the Group.
Telecom Italia Calendar for 2005
• January 3 to 21: Telecom Italia cash tender offer for TIM ordinary and savings shares.
• After January 21 (on conclusion of the offer period): Board Meeting to take the necessary decisions to initiate the integration process.
A Shareholders’ Meeting shall be convened to adopt the merger plan if the Board of Directors considers that the number of offer acceptances is sufficiently high to implement the restructuring programme. The day after the Board makes any such decision, the conversion rights associated with the “Telecom Italia 1.5% 2001-2010 convertibile con premio al rimborso” bonds shall be suspended as per regulations.
• February 24: Board of Directors meeting to examine the accounts for the year ending December 31, 2004. Therefore their approval will be added to the items on the agenda for the Shareholders’ Meeting already convened to adopt the merger plan.
Expansion of the meeting agenda to include the proposal to adopt the annual accounts entails the substitution of the “general” suspension provisions referred to above with specific provisions regarding the suspension of the conversion rights associated with the “Telecom Italia 1.5% 2001-2010 convertibile con premio al rimborso” bonds, in case Shareholders’ Meetings are convened to pass resolutions on the distribution of dividends.
These conversion rights shall be reinstated between February 25, 2005 and March 10, 2005 inclusive. Applications for conversion will be suspended once more between March 11 and April 18, 2005 (the ex dividend date) inclusive.
• April 5, 6 and 7: a Shareholders’ Meeting called to adopt:
the 2004 accounts;
the merger of TIM into Telecom Italia.
• April 18: ex dividend date.
• May 9: Board of Directors meeting to examine the 2004 Annual Report (drafted in accordance with US regulations) and the first-quarter 2005 report.
• Late June: the merger of TIM becomes effective.
• July 26: Board of Directors meeting to examine the preliminary first-half figures.
• September 8: Board of Directors meeting to examine the first-half report.
• November 8: Board of Directors meeting to examine the third-quarter report.
A conference call presenting the accounts to the financial community is customarily held on the day following the Board’s approval of the accounts.
Note: Telecom Italia is paying out dividends for 2004 in April 2005, rather than in May 2005 as previously announced.
TIM calendar for 2005
• January 3 to 21: Telecom Italia cash tender offer for TIM ordinary and savings shares.
• After January 21: (following conclusion of the acceptance period for the Telecom Italia offer regarding TIM shares): the Board of Directors meets to pass the resolutions necessary for commencing TIM’s integration into Telecom Italia. This will include the convocation of a Shareholders’ Meeting to approve the merger plan.
• February 24: the Board of Directors meets to examine the accounts for the year ending December 31, 2004, to be added to the items on the previously announced agenda for the Shareholders’ Meeting called to adopt the merger plan.
• April 5: a Shareholders’ Meeting is called to:
approve the 2004 accounts;
appoint the Board of Directors and Board of Auditors;
approve the merger with and into Telecom Italia.
• April 18: ex dividend date.
• May 5: the Board of Directors meets to examine the first-quarter report.
• Late June: the merger into Telecom Italia becomes effective.
A conference call presenting the accounts to the financial community is customarily held on the day of their approval by the Board.
Note: TIM is paying out dividends for 2004 in April 2005, rather than in May 2005 as previously announced.
TI Media calendar for 2005
• February 23: Board of Directors meeting to examine accounts data for the year ending December 31, 2004.
• April 4: a Shareholders’ Meeting is called to:
approve the 2004 accounts;
appoint the Board of Directors;
appoint the external auditors.
• May 6: Board of Directors meeting to examine the first-quarter report.
• July 22: Board of Directors meeting to examine preliminary first-half data.
• September 6: Board of Directors meeting to examine the first-half report.
• November 4: Board of Directors meeting to examine the third-quarter report.
A conference call presenting the accounts to the financial community is customarily held on the day of their approval by the Board.
* * *
The companies intend to make use of the dispensation from publishing fourth-quarter 2004 and second-quarter 2005 reports, and instead to publish draft annual company and Group accounts for 2004 within 90 days of the end of the financial year, and the 2005 first-half report no later than 75 days after the end of the first-half accounting period.
Any alterations to this timetable shall be announced in good time.
Milan, December 31, 2004