TELECOM ITALIA S.p.A.
Registered Office in Milan at Piazza degli Affari no. 2
General Administration and Secondary Office in Rome at Corso d’Italia no. 41
PEC (Certified Electronic Mail) box: telecomitalia@pec.telecomitalia.it
Share capital Euro 10,693,740,302.30 fully paid up
Taxpayer Identification/VAT Code and Milan Register of Companies no. 00488410010
Those entitled to vote in the Meeting of the Ordinary Shareholders of Telecom Italia S.p.A. are hereby called to meet at 11.00 am on 20 December 2013 for the ordinary and extraordinary meeting (in a single call) in Rozzano (Milan) at Viale Toscana 3, to discuss and resolve on the following Agenda
Ordinary session
- Proposal of the shareholder Findim Group S.A. to remove from office the Directors Aldo Minucci, Marco Patuano, Cesar Alierta Izuel, Tarak Ben Ammar, Lucia Calvosa, Massimo Egidi, Jean Paul Fitoussi, Gabriele Galateri, Julio Linares Lopez, Gaetano Miccichè, Renato Pagliaro, Mauro Sentinelli, Angelo Provasoli
- in the case of approval of the proposal for removal specified in item 1 – Appointment of the Board of Directors – related and consequent resolutions
- in the case of non-approval of the proposal for removal specified in item 1 – Appointment of two Directors, to supplement the Board of Directors in office
Extraordinary session
- Elimination of the nominal value of the ordinary shares and savings shares. Amendment to the Company’s Bylaws - related and consequent resolutions
- Increase in share capital and disapplication of preferential subscription rights through the issue of ordinary shares servicing conversion of bonds issued by the subsidiary Telecom Italia Finance S.A. for an overall amount of EUR 1.3 billion - related and consequent resolutions
Items of business on the agenda
Ordinary session
The ordinary Meeting is called on the request of the shareholder Findim Group S.A., pursuant to article 2367 of the Civil Code, to discuss and vote on the proposal to remove from office the Directors mentioned above (with the exception of the Director Provasoli, whose office lapses by law with the Shareholders' Meeting, as he was co-opted pursuant to article 2386 of the Civil Code). The reasons behind the proposal are given in the report prepared by the requesting shareholder.
On its part the Board of Directors has drafted a report containing its assessment of the proposal, also stating that:
- in the case of approval of the proposal for removal (consequently the majority of Directors in office will cease to serve and the mechanism for the renewal of the entire Board of Directors will be activated), the Shareholders' Meeting will be called to appoint a new Board of Directors, using a slate voting system, subject to the prior setting of the number of its members (between seven and nineteen), its duration (for a maximum of three financial years), its remuneration (excluding fees to be paid to the Directors who will be called to cover special positions);
- in the case of non-approval of the proposal for removal, the Shareholders' Meeting will in any case appoint two Directors to replace Elio Cosimo Catania and Franco Bernabè, appointed by the Shareholders' Meeting of 12 April 2011 and who tendered their resignation on 13 September and 3 October 2013 respectively. In this case, the appointment of the two replacements would have a duration lasting until the Board of Directors in office ceases to serve, and therefore until approval of the financial statements at 31 December 2013. The Board of Directors proposes the appointment of Professor Angelo Provasoli, a second candidate had not been identified at the time the Shareholders' Meeting was called.
Extraordinary session
The extraordinary meeting is called upon to deliberate on the proposal to eliminate the nominal value of the shares, to allow greater flexibility in defining operations on capital or collection of funds, the rights attributed to the two existing classes of shares will remain unchanged. In particular, to maintain unchanged the financial privileges of the savings shares, it is proposed to replace the reference nominal value parameter with, in absolute numerical terms, the corresponding amount (Euro 0.55 per share).
The extraordinary Shareholders' Meeting is also called upon to deliberate an increase in share capital for cash, with disapplication of preferential subscription rights, through the issue of ordinary shares, servicing the conversion of bonds for mandatory conversion into Telecom Italia S.p.A. shares issued by the subsidiary Telecom Italia Finance S.A. on 8 November 2013 for 1.3 billion euros, due November 2016 and guaranteed by Telecom Italia.
Presentation of proposals regarding item 2 on the agenda - ordinary session
In the case of approval of the proposal for removal specified in item 1 on the agenda - ordinary session, the Shareholders' Meeting will be called on to vote on the subsequent item 2 and therefore appoint a new Board of Directors. In this case item 3 will not be dealt with.
The Directors (their number, term of office and remuneration which will be established with majority vote by the Shareholders' Meeting) will be appointed on the basis of slates presented by shareholders who, jointly or separately, hold shares representing at least 1% of the ordinary share capital.
The slates must be presented by 25 November 2013 (at the Registered Office or via the e-mail address assemblea.azionisti@pec.telecomitalia.it), producing the certificates proving entitlement to exercise this right by 29 November 2013. Registration of increases or decreases in the number of shares held in the accounts of the presenting shareholder after the date of filing of the slate shall have no effect on their entitlement to the exercise of their right.
The following documents must be filed with each slate:
- for each candidate, (i) acceptance of candidacy, (ii) 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 “Consolidated Law on Financial Intermediation” “CFL”) and/or the Corporate Governance Code of Borsa Italiana, (iii) 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.
It should be remembered that Consob “advises shareholders presenting a ‘minority slate’ to file, together with the slate, a declaration attesting the absence of any connecting relations, including indirect relations, pursuant to Article 147-ter, subsection 3, of the CLF and Article 144-quinquies of the Issuer's Regulations, with shareholders who jointly or severally hold a controlling shareholding or a shareholding of relative majority, when this can be identified on the basis of the notices of major shareholdings pursuant to Article 120 of the CLF or the publication of any shareholder agreements pursuant to Article 122 of that law", specifying any relations that exist with said controlling or relative majority shareholders (Consob Communication no. 9017893 of 26 February 2009).
The shareholder has no publication responsibilities, the Company being responsible for making public the information on properly filed slates. This information will be published at the Registered Office and at Borsa Italiana S.p.A., as well as on the company website www.telecomitalia.com/agm, no later than 29 November 2013. Any proposals by shareholders submitting slates concerning the number of directors, their term of office or the remuneration of the Board being appointed formulated at the same time will be made public by the Company in the same way.
Regarding the composition of the slates it should also be remembered that the principle of gender equality will apply to the possible renewal of the Board of Directors, assigning to the less represented gender one fifth of the total Directors to be elected; in the event of a fractional number, it shall be rounded up to the nearest whole number. See article 9 of the Company’s Bylaws, which may be consulted on the website www.telecomitalia.com.
Shareholders intending to present a slate are invited to contact the Company’s Corporate Affairs office in advance to define all the necessary details.
Presentation of proposals regarding item 3 on the agenda - ordinary session
In the case of non-approval of the proposal for removal specified in item 1 on the agenda - ordinary session, the Shareholders' Meeting will be called on to vote on the subsequent item 3 and therefore supplement the current composition of the Board of Directors by appointing two Directors. In this case item 2 will not be dealt with.
The appointment of the two directors, valid until expiry of the term of office of the serving Board of Directors, will be carried out by majority voting. The Board of Directors proposes the appointment of Professor Angelo Provasoli and another candidate yet to be defined, reserving the right to later disclose this information, without prejudice to the right of those entitled to vote to formulate their own proposals.
To this end no minimum shareholding is required. The shareholders, having demonstrated their entitlement in the forms prescribed by the applicable regulations, will be able to formulate their proposals directly at the meeting, or deliver them, together with a copy of an identity document of the proposing party, no later than 18 December 2013, either on paper to the following address:
TELECOM ITALIA S.p.A.
Corporate Affairs - Ref. Agenda
Piazza degli Affari 2
20123 MILAN - Italy,
or by e-mail to the following address assemblea.azionisti@pec.telecomitalia.it.
For each candidate, the following documents must be filed together with the proposals: (i) acceptance of candidacy, (ii) 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, (iii) an exhaustive report on the personal and professional characteristics of the candidate, indicating any appointments as director or auditor of any other company.
The Company is responsible for publishing the information regarding the candidates, presented within the deadlines, on the website www.telecomitalia.com/agm once the necessary checks have been made, the proposing parties have no publication responsibilities.
Presentation of proposals on other items on the agenda /supplementary agenda
Shareholders who, also jointly, represent at least 2.5% of the ordinary share capital, having demonstrated their entitlement in the forms prescribed by the applicable regulations, may submit proposals on matters already on the agenda, and request that the matters to be dealt with by the Shareholders Meeting be supplemented. The request and a report illustrating its rationale, together with a copy of an identity document of the requesting party, must be received by 19 November 2013, either on paper to the following address:
TELECOM ITALIA S.p.A.
Corporate Affairs - Ref. Agenda
Piazza degli Affari 2
20123 MILAN - Italy,
or by e-mail to the following address assemblea.azionisti@pec.telecomitalia.it.
Further information is available on the website www.telecomitalia.com/agm.
Documentation
The report by Findim Group S.A., which requested the Shareholders' Meeting, and the Board of Directors' report on the items on the agenda - ordinary session, are available at the registered office of the Company and at Borsa Italiana S.p.A., as well as on the website www.telecomitalia.com/agm.
The Board of Directors' reports on the other items on the agenda as well as the opinion of the independent auditors on the proposal to increase capital will be made available in compliance with the applicable laws.
The documentation on the shareholders’ meeting may be requested using the contact details at the end of this notice; the Company will not take into account any requests formulated on previous occasions.
Questions before the Shareholders' Meeting
Those entitled to vote, having demonstrated their entitlement in the forms prescribed by the applicable regulations, may ask questions on the topics on the agenda before the Meeting, to be received by 17 December 2013, complete with a copy of an identity document, on paper to the following address:
TELECOM ITALIA S.p.A.
Corporate Affairs – Ref. Questions
Piazza degli Affari 2
20123 MILAN - Italy,
by fax to +39 06 91864277, by e-mail to the following address assemblea.azionisti@pec.telecomitalia.it , or through the specially created section on the website www.telecomitalia.com/agm, where further information is available.
Entitlement to vote
Persons for whom the intermediary of reference has transmitted to the Company the appropriate communication attesting that they are entitled to vote as of 11 December 2013 are entitled to attend and vote at the Shareholders’ Meeting. Those who will become the owners of Company shares only after this date will not be entitled to speak or vote at the Shareholders' Meeting.
Shareholders with shares lodged with 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).
Remote voting
Those entitled to vote may also exercise their voting rights:
- electronically, through the specially created section on the website www.telecomitalia.com/agm, starting from 20 November 2013 until midnight (CET) on 19 December 2013, in the ways and within the limits described therein;
- by mail, using the form available from the Registered Office of the Company and which may be downloaded from the website www.telecomitalia.com/agm from 20 November 2013, to be received no later than 19 December 2013.
The envelope containing the ballot card for voting by mail, completed and signed (to be placed in a further sealed envelope) with a copy of the ID document of the person signing the form, any suitable documentation to attest entitlement to sign, must be delivered to the following address:
TELECOM ITALIA S.p.A.
Corporate Affairs – Ref. Vote
Piazza degli Affari 2
20123 MILAN - Italy
A copy of the form to cast votes by mail may also be requested from the contact details given at the end of this notice.
Further information on remote voting is available on the website www.telecomitalia.com/agm.
Voting by proxy
Those entitled to vote may appoint a representative in the Shareholders’ Meeting by providing a written proxy, within the limits laid down by law. A proxy form is available from the Registered Office of the Company as well as from the company website www.telecomitalia.com/agm, where a printable version is available.
Copies of proxy votes - together with a copy of an ID document of the delegating shareholder - must be sent or notified to the Company, to be received by 19 December 2013, either on paper to the following address:
TELECOM ITALIA S.p.A.
Corporate Affairs – Ref. Proxy
Piazza degli Affari 2
20123 MILAN - Italy,
by fax to +39 06 91864337, by e-mail to the following address assemblea.azionisti@pec.telecomitalia.it, or through the specially created section on the website www.telecomitalia.com/agm where further information is available.
The Board of Directors decided not to appoint a representative designated by the Company, pursuant to article 135-undecies of Legislative Decree no. 58/1998.
Total number of shares and right to vote
The subscribed and fully paid in share capital of Telecom Italia is equal to 10,693,740,302.30 euros, divided into 13,417,043,525 ordinary shares (with the right to vote in ordinary and extraordinary meetings of the shareholders of the Company) and 6,026,120,661 savings shares (with the right to vote in special savings shareholders’ meetings), all of par value of 0.55 euros each.
Organisation
To participate in the meeting, those with voting rights and their representatives are invited to present themselves before the time scheduled for the start of the meeting, with an identity document; accreditation activities will start at 9.30 am on 20 December 2013. To facilitate the ascertainment of their entitlement to participate, the persons entitled are invited to exhibit their copy of the communication to the Company that the intermediary is required to make available to them in accordance with current regulations on the day of the meeting.
A free shuttle service will be offered to those participating in the meeting, leaving the registered office of Telecom Italia (Piazza Affari 2, Milan) for the meeting location at 9.30 and 10.30 am on 20 December 2013 and in the opposite direction at the end of the meeting.
To use the shuttle service, it must be booked by 16 December 2013, using the toll-free number 800899389 or by email (navette.assemblee@telecomitalia.it).
Further information
The Registered Office of the Company is open to the public on working days between 10.00 am and 1.00 pm (CET).
For any requests or information, contact:
