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Telecom Italia: Board of Directors meets

Shareholders’ Meeting called

03/25/2010 - 03:48 PM

The Board of Directors of Telecom Italia met today under the Chairmanship of Gabriele Galateri di Genola and agreed to postpone the approval of the 2009 financial statement as recently announced, and therefore decided to defer the examination of the financial statement at 31 December 2009 to 12 April 2010. 

The CEO Mr Franco Bernabè stated: “as previously announced, the approval of the financial statement in mid-April will provide us with the outcome of the ongoing reviews on TI Sparkle. We see no risks in the pursuit of reducing debt and in our ability to remunerate our shareholders. I am satisfied with the progress made in the first months of this year; the management is strongly committed to its operating activities and to the strategic repositioning in line with the Business Plan which will be updated next month”.

The Ordinary Shareholders’ Meeting has been called for:

  • 27 April, first call in extraordinary session;
  • 28 April, first call in ordinary session and second call in extraordinary session;
  • 29 April, in second call in ordinary session and in third call in extraordinary session

at the Rozzano auditorium (Milan, Viale Toscana n. 3).

In light of the above (in particular it is foresee that the Shareholders’ Meeting will take place on the 29 April 2010), the dates for coupon detachment (24 May) and dividend payment (27 may) are confirmed.

Ordinary Shareholders’ Meeting

In addition to approving the 2009 financial statements and the employee shareholding plan announced on 25 February (”2010-2014 Public Shareholding Plan for employees” and  “Long Term Incentive Plan 2010-2015”, reserved for a number of executives), the Shareholders’ Meeting will be called to:

  • Nominate a Director to take the place of Mr Stefano Cao, who resigned at the end of 2009;
  • Appoint new auditors for the nine-year period 2010-2018.

The Board of Directors, in particular proposed Mauro Sentinelli as Director of the company. Mr Mauro Sentinelli’s CV is attached with this press release. The nomination of Mauro Sentinelli will be proposed at the Shareholders’ Meeting for the remainder of the term of office of the currently serving Board of Directors (and thus until the approval of the accounts at 31 December 2010).

Since with the release of the financial statements at 31 December 2009, the Audit engagement assigned to Reconta Ernst & Young S.p.A. expires and is not renewable by law, the Shareholders’ Meeting will be called upon to nominate a new audit firm on the basis of a proposal put forward by the Board of Statutory Auditors. The Board of Statutory Auditors has submitted the proposal  to the Board of Directors, which will be submitted to the Shareholders’Meeting,  to appoint PricewaterhouseCoopers S.p.A for the auditing of the separate financial statements, the consolidated financial statements, limited auditing of the half-yearly condensed consolidated financial statements, the auditing of Form 20-F and the attestation on the internal controls in accordance with Section 404 of the Sarbanes-Oxley Act.

Extraordinary Shareholders’ Meeting

During the extraordinary part of the Shareholders’ Meeting the amendment of Article 5 of the Bylaws will be proposed.

In connection with the 2010-2014 Public Shareholding Plan for employees and the 2010-2015 Long-Term incentive plan and, more generally, in order to provide the Company with an additional operational tool, it will be proposed to the Shareholders’ Meeting to allow the allocation of profits to the employees of the Company or its subsidiaries free of charge.

Finally, the Shareholders’ Meeting will be called to authorise the Board of Directors to increase the share capital in the service of the said public shareholding plan for employees, in part for cash by issuing ordinary shares reserved for beneficiaries, and in part free of charge, through the allocation of profit in the form of bonus shares, under the terms already described in the press release published on 25 February and which will be better described in the appropriate informative documentation to be published in due course.

The amendments to the Bylaws proposed to the Shareholders’ Meeting do not entitle shareholders who do not vote in favour thereof to withdraw.

> CV Mauro Sentinelli (file .pdf, 45 KB)

Milan, 25 March 2010