The Board of Directors of Telecom Italia, chaired by Giuseppe Recchi, has supplemented the agenda of the Ordinary Shareholders' Meeting convened for 15 December 2015 (Rozzano, Via Toscana 3) as requested by Vivendi S.A., pursuant to Art. 126-bis of Legislative Decree 58/1998.
The meeting agenda is therefore amended as follows:
- Exchange of savings shares for ordinary shares: (i) offer to the holders of savings shares of one ordinary share in exchange for each savings share held, plus a cash payment; and (ii) the mandatory exchange of the savings shares not so exchanged at the end of the offer referred to in point (i) for ordinary shares. Amendments to articles 5, 6, 14, 18 and 20 of the Company’s bylaws. Approval of any relevant and consequent resolution.
- Appointment of no. 4 (four) Directors, subject to the re-determination from 13 (thirteen) to 17 (seventeen) of the number of members of the Board of Directors. Relevant and consequent resolutions.
The explanatory report prepared by the shareholder requesting the integration of the agenda is available to the public at the Company's Registered Office and at the "1INFO" storage platform (www.1Info.it), as well as on the website www.telecomitalia.com/assemblea, together with the CVs of the candidates proposed for appointment to the office of members of the Board of Directors and the assessment document approved by all members present, with the exception of one.
In order to make the mechanics of the meeting clear, it is specified that: the Shareholders’ Meeting of 15 December 2015 will be able to resolve on the single item of the ordinary session whatever the percentage of capital with voting rights attending the meeting; whereas the resolution on the proposed exchange of the savings shares will require the presence of at least one fifth of the capital with voting rights.
The item of the extraordinary session will be resolved upon with a single vote and the resolution will be passed with the favourable vote of 2/3 of the shares present (including shares for which voting rights have been exercised from a remote position or by proxy); in this respect, please note that the effects of abstention correspond to those of a vote against.
With regards to the item of the ordinary session, in line with the Company’s standard practice, the following will be voted separately:
- the redetermination of the number of members of the Board of Directors and, subject to its approval,
- the appointment of the new Directors to complete the full number of Board members as redetermined above;
- the increase of the compensation due to the board as a whole;
- the release from the non-competition obligation set out in article 2390 of the Italian Civil Code.
All said resolutions will be passed with the favourable vote of the absolute majority (more than half) of the shares with voting rights attending the Shareholders’ Meeting (including the shares for which voting rights have been exercised from a remote position or by proxy); in this respect, please note that the effects of abstention correspond to those of a vote against. Alternative proposals to those formulated by Vivendi S.A. (the Vivendi Proposals, as per the explanatory report prepared by the shareholder), if any, will be put to the vote of the shareholders' meeting - in succession, upon assessment by the meeting Chairman with regards to their compatibility with the meeting agenda and applicable provisions - only in the event of failure to approve the Vivendi Proposals, which will be voted on first.
Insofar as may be necessary, please note that the appointment of new Directors to supplement the number of board members, if redetermined by the Shareholders’ Meeting, shall therefore not take place on the basis of slate voting, which the law and the Company's Bylaws (available for reference on the website: www.telecomitalia.com) call for when the entire board is to be appointed.
It should be noted that, as per applicable law and the Regulations governing the shareholders' meetings (available on the Company website: www.telecomitalia.com):
- it is the Chairman of the Shareholders’ Meeting who establishes the order in which to discuss the issues to be discussed and he/she has the right to provide for a unitary discussion on several items on the agenda;
- the participants in the Shareholders' Meeting may put forward, giving reasons, proposals for alternative resolutions or with amendments or additions with respect to those put forward by the Board of Directors itself or by the shareholders who have requested the addition of the item to the agenda. The Chairman of the meeting shall evaluate the consistency of such proposals with the agenda of the meeting and with applicable provisions;
- the Chairman of the meeting establishes the order for voting on the proposals on different items on the agenda.
For specific information on the items on the agenda of the Shareholders' Meeting called for 15 December 2015, the ad hoc documentation is available on the company website www.telecomitalia.com/assemblea.
Milan, 25 November 2015