The Board of Statutory Auditors will be appointed on the basis of lists submitted by shareholders with a total number of shares representing at least 0.5% of the ordinary share capital.
Pursuant to article 17.4 of the Company’s Bylaws, each shareholder may present a single slate, alone or jointly with others, and each candidate may be presented in a single slate, on penalty of ineligibility.
In consideration of the circumstance that intervention in this Shareholders' Meeting is only permitted through the Designated Representative and the submission of proposals during the proceedings is not permitted (as clarified by Consob), the lists must be submitted by March 29, 2024, by sending them to the email address assemblea.azionisti@pec.telecomitalia.it. In the event that only one (or no) list is validly submitted by this deadline, or only lists submitted by shareholders in a related relationship, the filing deadline is postponed to April 1, 2024, and the eligibility threshold is halved to 0.25% of the ordinary share capital. Proof of entitlement on the day the list is submitted must be produced by April 2, 2024.
Each list must be filed together with:
from the individual candidates, (i) acceptance of the candidature, (ii) a declaration attesting to the non-existence of causes of ineligibility and incompatibility, as well as the possession of the independence requirements provided for by law and, if applicable, by the Corporate Governance Code of Borsa Italiana, (iii) an exhaustive report on the personal and professional characteristics with an indication of the administration and control positions held. Any changes in the information provided up to the day of the Shareholders' Meeting must be promptly notified to the Company;
− from the shareholders submitting the list, information on their identity, with an indication of the total shareholding held;
− from the shareholders submitting the list, other than those holding a controlling or relative majority shareholding, a declaration attesting the absence of relations of connection with the latter, pursuant to Article 144-quinquies of Consob Regulation no. 11971/1999.
Shareholders submitting a list are also requested to expressly indicate their candidate for the office of Chairman of the board, should the list turn out to be a 'minority list'.
The duly submitted lists will be made public on the website of the '1INFO' storage mechanism(www.1info.it), as well as on the Company's website at www.gruppotim.it/assemblea.
Shareholders wishing to submit a list are invited to contact the Company's Corporate Affairs department in advance to define any necessary operational details.
Relavant legislation
artt. 148, 148-bis TUF
artt. 144-quinquies, 144-sexies, 144-octies, 144-novies, 144-undecies.1 e 144-terdecies Regolamento Emittenti Consob
art. 17 Statuto sociale
