Telecom Italia
Registered Office in Milan, at 2 Piazza degli Affari
Corporate Headquarters in Rome, at 41 Corso d’Italia
Fully paid-up share capital Euro 10,673,865,180.00
Tax/VAT and Milan Company Register number: 00488410010
Notice of Meetings of the Holders of the Outstanding
TELECOM ITALIA S.p.A.
€ 750,000,000
Principal Amount of 4.50 per cent. Notes due 2011
ISIN XS0184374063 Common Code: 018437406
TELECOM ITALIA S.p.A.
€ 1,250,000,000
Principal Amount of 5.375 per cent. Notes due 2019
ISIN XS0184373925 Common Code: 018437392
(each a "Series", and together the “Notes")
Notice is hereby given to the holders of:
- the Telecom Italia S.p.A. €750,000,000 4.50 per cent. Notes due 2011 (the "Notes due 2011", currently outstanding for the total amount), and
- the Telecom Italia S.p.A. €1,250,000,000 5.375 per cent. Notes due 2019 (the "Notes due 2019", currently outstanding for the total amount)
that separate meetings are hereby convened for noteholders of each Series (each a "Meeting") at the registered office of Telecom Italia S.p.A. (the “Issuer”) in Milan, Italy, Piazza degli Affari n. 2,
- at 10.00 a.m. (Milan time) for the Notes due 2011, at 11.00 a.m. (Milan time) for the Notes due 2019, on February 15, 2010, on First Call, or, if necessary,
- at 10.00 a.m. (Milan time) for the Notes due 2011, at 11.00 a.m. (Milan time) for the Notes due 2019, on February 16, 2010, on Second Call, or, if necessary,
- at 10.00 a.m. (Milan time) for the Notes due 2011, at 11.00 a.m. (Milan time) for the Notes due 2019, on March 4, 2010, on Third Call,
for the purpose of separately considering the proposals set out below and, if thought fit, passing the requisite resolutions at each Meeting, which are resolutions in accordance with the trust deed dated January 23, 2004 made between Telecom Italia S.p.A., Telecom Italia Finance S.A., J.P. Morgan Corporate Trustee Services Limited (the “Trust Deed"):
1. activities carried out by the Common Representative of the noteholders avv. Francesco Pensato since his designation on April 10, 2006 and on March 26, 2009 (web site: www.telecomitalia.it/tiportal/en/corporate/investitori/obbligazionisti/rappresentante_comune1.html)
2. proposals on further activities to be carried out for the purpose of fully defending the common interests of the noteholders
3. allocation of funds for the further activities to be carried out
According to the Trust Deed, a noteholder wishing to attend in person and vote at a relevant Meeting must produce at the Meeting valid voting certificate(s) issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote. A noteholder not wishing to attend in person but wishing to vote at the Meeting must request a Paying Agent to issue voting certificate(s) in the name of the proxy who he has nominated to attend and vote on his behalf.
In order to enable the Paying Agent to issue the aforementioned voting certificate, pursuant to the Trust Deed, the Notes are required to be blocked in an account with a clearing system at least 2 days before the date fixed for the relevant Meeting (or, if applicable, any adjournment of such Meeting). Notes so blocked will not be released until the earlier of the conclusion of the Meeting specified in such certificate (or, if later, any adjournment of such Meeting) and the surrender of the voting certificate(s) to the Paying Agent who issued the same.
For further information, the noteholders should refer to the provisions relating to the meeting of the noteholders which are set out in the Third Schedule to the Trust Deed which is available on the Issuer's website at the following address: www.telecomitalia.it/tiportal/en/corporate/investitori/obbligazionisti/rappresentante_comune1.html.
Principal Paying Agent
The Bank of New York Mellon
One Canada Square (London)
E14 5AL
Fax: + (44) 207 964 2536
Luxembourg Paying Agent
The Bank of New York (Luxembourg) SA
Aerogolf Center - 1A Hoehenhof
L-1736 Senningberg (Luxembourg)
Fax: + (352) 34 20 90 6035
An explanatory report of the items on the agenda will be available to the public in compliance with law and will be posted on the Internet at the following address: www.telecomitalia.it/tiportal/en/corporate/investitori/obbligazionisti/rappresentante_comune1.html.
This notice is being published in the Official Gazette of the Republic of Italy, in the Luxemburg Wort, in the Financial Times, in the II Sole 24 Ore, in the Finanza e Mercati and in the Milano Finanza, and may be viewed on the Issuer's website at the following internet address: www.telecomitalia.it/tiportal/en/corporate/investitori/obbligazionisti/rappresentante_comune1.html.
The Common Representative of the Noteholders
Avv. Francesco Pensato
Via Brera 5, Milano
E-mail: rappresentantecomune@franzosi.com
