Shareholders' Meeting - October 18, 2012: attendance and voting

Pursuant to the law, persons for whom the intermediary of reference has transmitted to the Company the specific communication attesting that they are entitled to do so on  9 October 2012 (the record date) are entitled to speak in and vote at the Shareholders’ Meeting.

Persons who only acquired ownership of shares after this date will not be entitled to attend the Meeting and vote. Any transfer of shares after the record date shall have no effect on the right of the shareholder to participate in the shareholders’ meeting.

The intermediary of the person who holds this right is responsible for informing the Company. Those persons entitled to attend are asked to instruct their intermediary to transmit the aforementioned communication to Telecom Italia. Any requests for prior notice or expense for fulfilment of the duties of the intermediary may not be charged to the Company.

Shareholders with shares held by the Company must use the usual channels of communication by telephone or by using the intranet and internet addresses available to them.

Holders of ADRs listed on the New York Stock Exchange and representing ordinary Telecom Italia shares must contact JP Morgan Chase Bank, the issuer of said ADRs (customer service postal address PO Box 64504, St. Paul, MN 55164-0504, telephone +1 651 453 2128 for calls from outside the United States; 1 800 990 1135 for calls from inside the United States; email address: jpmorgan.adr@wellsfargo.com).

To participate in the meeting, shareholders are invited to present themselves before the time scheduled for the start of the meeting, with an identity document; accreditation activities will start at 1400 hours on 18 October 2012.

To facilitate the ascertainment of their entitlement to participate, the entitled persons are invited to exhibit their copy of the communication to the Company that the intermediary is required to make available to them on the day of the meeting.

A free shuttle service will be offered to those participating in the shareholder’s meeting, leaving the registered office of Telecom Italia (Piazza Affari 2, Milan) for the place in which the shareholders’ meeting will be held at 1330 and 1400 hours on 18 October 2012 and in the opposite direction at the end of the meeting.

To use the shuttle service, it must be booked by 15 October  2012, using the toll-free number 800899389 or the email navette.assemblee@telecomitalia.it.

For any further requests or information, contact:

·             toll-free number: 800020220 (for calls in Italy)

·             telephone number: +39 011 2293603 (for calls from abroad)

·             e-mail address: assemblea.azionisti@pec.telecomitalia.it

Reference regulation          

art. 83-sexies of the Leg. Decree no. 58 of 24 February 1998 (“Consolidated Finance Law”, CFL”)

Those entitled to vote may also exercise their voting rights electronically through the website www.telecomitalia.com/agm, from 17 September 2012  until midnight on 17 October  2012, accessing the special reserved area of this website in the ways and within the limits described therein.

It should be noted that only the person entitled to vote can exercise the right to vote electronically.

Reference regulation

art. 127 of the Leg. Decree no. 58 of 24 February 1998 (“Consolidated Finance Law”, CFL”)

artt. 143-bis e 143-ter del Regolamento Emittenti Consob (resolution no 11971 of 14 May 1999 and subsequent amendments)

Those entitled to vote in the ordinary Shareholders’ meeting may exercise their voting rights by mail.

The form for doing so is available at the Registered Office of the Company from 17 September 2012, where it may be requested on working days between 10 am and 1 pm or from the Company’s website, where a printable version is available. 

Download and print the ballot card by mail

A copy of the form to cast votes by mail may also be requested from the Company using the following contact details:

·          toll-free number: 800020220 (for calls in Italy)

·          telephone number: +39 011 2293603 (for calls from abroad)

·          e-mail address: assemblea.azionisti@pec.telecomitalia.it

The number of shares for which the voting right is being exercised must be indicated in the form.

It should be noted that voting by mail is not compatible with the issuing of proxies nor electronic voting and must be undertaken directly by the person entitled to vote.

The ballot card by mail offers the possibility, for each item on the agenda, of casting a “for”, “against” or “abstain” vote on the proposals presented by the Board of Directors, or other shareholders, by marking the appropriate box. If no vote is expressed, the corresponding shares will be calculated for the purpose of determining the quorum at the Shareholders' Meeting, but will not be taken into account for the purpose of calculating the majority and the share of capital required to approve resolutions.

The envelope containing the ballot card, duly completed and signed (to be placed in a further sealed envelope, to ensure the vote is confidential until scrutinised, as specified in the applicable law), together with a copy of the ID document of the person signing the form, and suitable documentation to attest entitlement to sign  must be delivered to the following address by 17 October 2012:

TELECOM ITALIA S.p.A.
Corporate Affairs - Ref. Ballot
Piazza degli Affari n. 2
20123 MILAN – Italy

If this does not happen, the ballot card cannot be taken into account for the purposes of the Shareholders’ Meeting.

A vote cast by mail may be revoked with a written declaration brought to the attention of the Company at the same address within the same deadline; a vote may also be cancelled by express declaration made by the person concerned during the Shareholders’ meeting.

Reference regulation            

art. 127 of the Leg. Decree no. 58 of 24 February 1998 (“Consolidated Finance Law”, CFL”)

artt. 140, 141, 142 and 143 of the Consob Issuer Regulations (resolution no 11971 of 14 May 1999 and subsequent amendments)

Persons entitled to vote may appoint someone to represent them in the Shareholders’ Meeting by issuing a proxy in the forms and within the limits established by law.

The proxy forms currently envisaged are:

·         analogical proxy, conferred via a paper document with an ink signature

·         electronic proxy, conferred via an electronic document with an electronic signature

Normally a single representative is permitted for each account on which the shares, object of the communication for participation in the meeting, are registered.

The delegating shareholder is entitled to give instructions to the representative, to cancel the proxy she/he has conferred, to indicate one or more replacements, to attribute to the representative the faculty of appointing a third party replacement.

The proxy is conferred for the quantity of shares indicated in the proxy. In the absence of such indication or in the case of indication of a number of shares which is higher than the number indicated in the communication to the Company by the reference intermediaries, the proxy will be valid for the total number of shares with which the delegating shareholder participates at the meeting.

In the case of proxies which are reciprocally incompatible, the Company will make reference to the issue date when this is certain and, in the absence thereof, (i) in the case of notification/sending of the copy beforehand,  in chronological order of receipt by the Company, starting from the most recent receipt ; (ii) in the absence of notification/sending beforehand, in order of presentation of the representatives at the meeting.

Proxy form
A proxy form in Italian and English is available from the Registered Office of the Company, where it may be requested on working days between 1000  and  1300 hours, or from the following contacts:

·         toll-free number: 800020220 (for calls in Italy)

·         telephone number: +39 011 2293603 (for calls from abroad)

·         e-mail address: assemblea.azionisti@pec.telecomitalia.it

alternatively, a printed version may be downloaded from the website:

Download the proxy form (.pdf file)

Standard electronic proxy
In order for the Company to utilize the electronic document, the electronic proxy must contain an electronic signature and a specific time stamp in compliance with current Italian law, with  a qualified electronic signature or digital signature according to the standard formats PAdEs (extension.pdf) o CAdEs (extension .p7m).

Notification or sending of copies of the proxy
Proxy votes may be notified or sent in copy to the Company but must be received within midnight (Italian time) of 17 October 2012, in one of the following ways:

·         by post to:

           TELECOM ITALIA S.p.A.
          Corporate Affairs - Ref. Proxy
          Piazza degli Affari n. 2
          20123 MILAN – Italy

·         by fax to: +39 06 91864337

·         by e-mail to the following address: assemblea.azionisti@pec.telecomitalia.it

·         online, via the reserved area of this internet website assemblea.telecomitalia.com

Notification of the proxy is understood as the sending beforehand to the Company of the original proxy or equivalent document. The sending of the copy of the proxy is instead simple communication beforehand to the Company of a proxy, the original of which is at the representatives’s disposal and who, during the accreditation process at the shareholders’ meeting, will certify the compliance of the copy sent with the original.

The Company will accept as notification instruments:

·         electronic proxies: sending via PEC and upload via the reserved area, accessible from this website

·         analogical proxies: sending via post

For the sending in electronic form of copies of analogical proxies, a copy of the analogical document in image form in one of the following formats: .pdf, .jpg, .jpeg, .bmp, .tif  is required.

Communications notifying the Company of proxies should not include any voting instructions given to the proxy-holder.

Reference regulation       

art. 135-novies and art. 135-decies of the Leg. Decree no. 58 of 24 February 1998 (“Consolidated Finance Law”, CFL”)

For the Shareholders’ meeting called for 18 October 2012, Telecom Italia has designated Mr. Dario Trevisan, attorney, (hereafter “the Designated Representative”) as the subject on whom those entitled to vote, legitimised in the legal forms, may confer proxies free of charge. The proxy given to the Designated Representative shall only have effect for those proposals for which voting instructions have been given.

The proxy is conferred on the Designated Representative by completing and signing the appropriate form, which is available from 17 September 2012:

·     from the Registered Office of the Company, where it may be requested on working days between 9 am and 1 pm.

·     from the company website, where a printable version is available (pdf file)

Download and print the form to confer proxy on the designated representative

A copy of the form to confer a proxy on the Designated Representative may also be requested from the following:

·     toll-free number 800020220 (for calls in Italy)

·     telephone +39 011 2293603 (for calls from abroad)

·     or by e-mail to assemblea.azionisti@pec.telecomitalia.it

The duly completed and signed proxy form must be delivered to the following address:

Avv. Dario Trevisan
Viale Majno, 45
20122 – Milan            

by 16 October 2012.

The voting instructions and proxy may be revoked by the same date.

From 17 September2012 the Designated Representative will make available a toll-free number (800134679 in Italy) and email addresses info@rappresentante-designato.it or rappresentante-designato@pec.it for information and clarification.

Reference regulation            

art. 135-undecies of the Leg. Decree no. 58 of 24 February 1998 (“(“Consolidated Finance Law” or “CFL”)

art. 134 of the Consob Issuer regulations (resolution no. 11971 of 14 May 1999 and subsequent amendments)

Any notices relating to invitations to confer proxies for the Shareholders' Meeting called for 18 October 2012 promoted by third parties will be published in this section of the company website www.telecomitalia.com/agm.

Pursuant to art. 136 Consob Issuer Regulations (no. 11971/1999 and subsequent amendments), the Company reserves the right to assess and eventually publish in this section of the company website www.telecomitalia.com/assemblea any prospectuses and proxy forms prepared by third parties who have promoted proxy solicitation.

The Company shall not be liable for the content of the aforementioned documentation.

On September 25, 2012, a notice relating to invitation to confer proxy promoted by "AS.A.T.I - Associazione Azionisti Telecom Italia" was published in this section of the company website www.telecomitalia.com/agm.

Reference regulation              

artt. 136, 137, 138, 141, 142, 143 and 144 Legislative Decree no. 58 of 24 February 1998 (“Consolidated Finance Law” or “CFL”)

artt. 135, 136, 137, 138 and 139 of the Consob Issuer Regulations (resolution no. 11971 of 14 May 1999 And subsequent amendments)