The Telecom Italia Shareholders' Meeting was held today in ordinary and extraordinary session, chaired by Gabriele Galateri di Genola.
In ordinary session, the Shareholders’ Meeting:
- approved the Telecom Italia S.p.A. 2010 financial statements and agreed a dividend distribution of 5.8 euro cents per ordinary share and 6.9 euro cents per savings share. The dividend shall be paid out from 21 April 2011, ex-coupon on 18 April 2011;
- appointed the new Board of Directors composed of 15 directors who will hold the position for three years until the approval of the financial statements at 31 December 2013.
In accordance with the Bylaws, on the basis of the lists presented by shareholders the following directors were appointed:
Telco S.p.A. Slate
Cesar ALIERTA IZUEL
Tarak BEN AMMAR
Elio Cosimo CATANIA (independent)
Jean Paul FITOUSSI (independent)
Gabriele GALATERI di GENOLA
Julio LINARES LOPEZ
Mauro SENTINELLI (independent)
Slate presented by a group of asset management companies and international institutional investors
Luigi ZINGALES (independent)
Ferdinando FALCO BECCALLI (independent)
Francesco PROFUMO (independent)
The curricula of the newly appointed directors are available on the web site www.telecomitalia.com, under “Investors”.
- approved the review of the compensation for the independent auditors, following variations in the consolidation area of Telecom Italia Group. The total annual recompense to be paid to PricewaterhouseCoopers S.p.A. for each of the years 2011-2018, was raised from €1,811,300 to €1,891,900 (excluding VAT and expenses);
- authorized the buy back of own savings shares, within the limits permitted by law and for a total value not in excess of €800 million, that would take place in respect of the targeted net financial position reduction. The aim of the proposal is to give the Board of Directors the possibility to intervene on the Company’s shares in relation to contingent market environment, thus favouring liquidity and the regular proceeding of exchange, as well as to investment needs, always in respect of the current legislation and of admitted market procedures, with ability to subsequent sales. This authorization does not entail any obligation to buy;
- approved an incentives and retention plan known as the Long Term Incentive Plan 2011, reserved for selected executives, top management and to the Board of Directors of Telecom Italia. The plan foresees differential premiums for different categories of beneficiary, based on the fixed component of annual salary and subject to achieving predetermined performance targets over the period 2011-2013; the plan is to be financed by authorization to sell own shares held in portfolio, as well as powers to increase share capital, approved in extraordinary session;
- approved amendments to the Shareholders’ Meeting Regulations ensuing from recent legislative changes, essentially to bring them into line with the introduction of the so called Shareholders’ Rights Directive into national law.
In extraordinary session the Shareholders’ Meeting:
- approved amendments to the Bylaws, essentially to bring them into line with the aforementioned Shareholders’ Rights Directive. The amendments give the Board of Directors the faculty to: (i) call ordinary and extraordinary Shareholders' Meeting in a single convocation; (ii) call a Shareholders' Meeting to discuss the financial statements within 180 days after closure of the financial year; (iii) permit voting prior to the Meeting by electronics means and (iv) to appoint for each Meeting one or more representatives to whom the shareholders may confer a mandate. Moreover, the Ordinary Shareholders’ Meeting has been authorized of related party transactions of greater importance, where the independent directors oppose them (in line with the Procedure covering related party transactions adopted earlier by the Board on 4 November 2010);
- granted the Board of Directors powers to increase the share capital – to finance the Long Term Incentive Plan 2011 – for a total amount of €15,500,000, part in cash and part without charge via the allocation of profits.
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Rozzano (MI), 12 April 2011