The appointment will be made on the basis of slates presented by shareholders who, jointly or separately, hold shares, in compliance with the Company’s Bylaws, 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.
The slates must be presented by 30 March 2018 at the Registered Office at the following address:
TELECOM ITALIA S.p.A.
Corporate Affairs
Piazza degli Affari n. 2
20123 MILAN - ITALY
or by e-mail to the following address: assemblea.azionisti@pec.telecomitalia.it
and the certificates proving entitlement to exercise this right must be produced by 3 April 2018.
If within the deadline of 30 March 2018 only one slate (or no slate) is validly presented or if only slates related to shareholders who hold, at the time, a controlling or majority shareholding are presented, the deadline for the deposit will be extended to 3 April 2018 (2 April 2018 being a public holiday) and the ownership threshold reduced to 0.25% of the ordinary share capital.
The following documents must be filed with each slate:
for each candidate,
- acceptance of candidacy,
- a declaration attesting that no causes of ineligibility or incompatibility exist, and that the candidate possesses the requisites of independence specified in Legislative Decree no. 58/1998 (the CFL) and/or the Corporate Governance Code of Borsa Italiana,
- an exhaustive report on the personal and professional characteristics of the candidate, indicating any appointments as director or auditor of any other company. Any variations that might occur prior to the day the shareholders’ meeting takes place must be promptly communicated to the Company;
- the shareholders submitting a slate must also present the information relating to their identity, indicating the total number of shares held by them.
shareholders, other than those who hold a controlling interest or relative majority interest, must present a declaration certifying the absence of any affiliation with the latter as prescribed by art. 144-quinquies of Consob Issuer’s Regulation.
The shareholder has no publication responsibilities, the Company being responsible for making public the information on the properly filed slates at the registered office of the Company and through the “1INFO” (www.1info.it) storage mechanism, as well as on the company website www.telecomitalia.com/agm, no later than 3 April 2018.
Any proposals by shareholders submitting slates concerning the remuneration of the Board being appointed which are formulated at the same time will be made public by the Company in the same way.
The slates are divided into two sections: one for the candidates for the office of standing auditor and the other for the candidates of alternate auditor. The slates which in one, in the other or in both sections contain a number of candidates which are equal to or higher than three must ensure the presence in such section of both genders, so that the candidates of the less represented gender represent at least a third of the total, with a rounding up , in the case of a fractional number to the nearest whole number.
The first candidates listed in both sections shall be statutory auditors registered in a specific register who have exercised their activities as statutory auditor for a period of time of not less than three years (see art. 17.8 of the Company’s By-laws).
Shareholders who wish to present a siate are asked to contact the Carparate Affairs office 01 the Company belorehand in order to deline ali the operational details.
