PRESS RELEASE
TELECOM ITALIA BOARD OF DIRECTORS EXAMINES AND APPROVES GROUP
ANNUAL REPORT ON OPERATIONS AT 31 DECEMBER 2012 CONSOLIDATED NET
INCOME: -1.6 BILLION (-4.8 BILLION IN FY 2011); THE LOSS IS
ATTRIBUTABLE IN PARTICULAR TO GOODWILL WRITE-DOWNS FOR OVER 4
BILLION. NORMALIZED PROFITS COME TO 2.4 BILLION (2.5 BILLION IN
2011) CONSOLIDATED EBIT: 1,926 MILLION (-680 MILLION IN PREVIOUS
YEAR); EXCLUDING GOODWILL WRITE-DOWN EBIT COMES TO 6,215 MILLION
(6,684 MILLION IN 2011) PROPOSED DIVIDEND DISTRIBUTION OF 2 EURO
CENTS PER ORDINARY SHARE AND 3,1 EURO CENTS PER SAVINGS SHARE FOR
TOTAL OF 454.4 MILLION SHAREHOLDERS' MEETING CONVENED FOR 17 APRIL
2013 BERNABE': "THE WRITE-DOWN OF GOODWILL CREATED FOLLOWING THE
OLIVETTI/TELECOM ITALIA DEALS AND THE PURCHASE OF THE TIM
MINORITIES WAS MADE NECESSARY BY THE PERSISTING RECESSIONARY
TENSIONS AND THE CHALLENGING GLOBAL MACROECONOMIC CLIMATE. AS WITH
PREVIOUS WRITE-DOWNS, THIS HAS A PURELY ACCOUNTING IMPACT AND IN NO
WAY COMPROMISES THE COMPANY'S DEBT REDUCTION STRATEGY." "MEANWHILE
OUR 2013-2015 PLAN CONFIRMS OUR CONTINUED COMMITMENT TO INVEST IN
NEXT GENERATION NETWORKS, WHICH WILL ENABLE US TO STRENGTHEN OUR
COMPETITIVE ADVANTAGE IN THE TECHNOLOGICAL CHALLENGE OF THE SECTOR
AND OUR MARKET POSITIONING." TELECOM ITALIA GROUP: REVENUES: 29,503
MILLION, (+0.5% IN ORGANIC TERMS COMPARED WITH 2011) EBITDA: 11,645
MILLION (-2.0% IN ORGANIC TERMS COMPARED WITH 2011) ADJUSTED NET
FINANCIAL POSITION: 28,274 MILLION, DOWN 2,140 MILLION ON 31
DECEMBER 2011 (30,414 MILLION); IN Q4 2012 ALONE ADJUSTED NET
FINANCIAL DEBT FELL BY 1,211 MILLION OPERATING FREE CASH FLOW
AMOUNTED TO 6,470 MILLION, A 703 MILLION INCREASE ON 2011
LIQUIDITY MARGIN AT 31 DECEMBER 2012: 16.1 BILLION (14.7 BILLION AT
END OF 2011), COVERS FINANCIAL LIABILITIES BEYOND THE NEXT 24
MONTHS CAPEX: 5,196 MILLION, OF WHICH 3,072 MILLION IN ITALY;
EXCLUDING THE IMPACT ON THE PREVIOUS YEAR OF THE LTE SPECTRUM
PURCHASE, THE OVERALL FIGURE ROSE BY 324 MILLION COMPARED WITH
2011
The financial results of Telecom Italia Group and Telecom Italia
S.p.A. for FY 2012 and the previous year provided for comparison
were drafted in accordance with the international accounting
principles issued by the International Accounting Standards Board
and approved by the European Union ("IFRS"). In FY 2012 Telecom
Italia adopted the same accounting principles as those of the
previous year, apart from: the early and retrospective adoption of
the new version of IAS 19 (employee benefits). As a consequence the
data for FY 2011 has been duly restated, as illustrated in the
attachments to the press release; the new standards /
interpretations adopted from 1 January 2012 which have had no
impact on the results of FY 2012.
In addition to the conventional financial performance indicators
contemplated under IFRS, Telecom Italia Group uses certain
alternative performance measures in order to give a clearer picture
of the trend of operations and the company's financial position.
These are: EBITDA; EBIT; organic difference in revenues, EBITDA and
EBIT; Net Financial Debt and Adjusted Net Financial Debt. These
terms are defined in the Appendix. Note that this release contains
forward-looking statements about the Group's intentions, beliefs
and current expectations with regard to its financial results and
other aspects of operations and strategies. Readers should not
place undue reliance on such forward-looking statements, as final
results may differ significantly from those contained in the
statements owing to a number of factors, the majority of which are
beyond the Group's control. Finally we should point out that the
auditing of the consolidated and separate statements of Telecom
Italia at 31 December 2012 is still in progress.
THE MAIN VARIATIONS TO THE CONSOLIDATION AREA
The following changes occurred during 2012: · Matrix Other
Operations: the company was sold on 31 October 2012, and
consequently excluded from the consolidation area. The following
changes occurred during 2011: · TIM Fiber Brazil: On 31 October
2011, acquisition of 100% of Eletropaulo Telecomunicações Ltda and
98.3% of AES Communications Rio de Janeiro S.A., telecommunications
infrastructure operators in the states of San Paolo and Rio de
Janeiro, later renamed TIM Fiber SP and TIM Fiber RJ respectively.
The stake originally acquired in TIM Fiber RJ was subsequently
raised to 99.1% and the remaining 0.9% was the object of a purchase
bid which concluded at the end of February 2012 bringing the
ownership level to 99.7%. The operation was carried out through the
subsidiary TIM Celular S.A. in which the two companies were
recently merged. · 4GH Group - Domestic: On 27 July 2011 the 4G
Holding group (retail sales of telephony equipment) entered the
consolidation area following the purchase of 71% of the ordinary
shares of 4G Holding S.p.A. which in turn held 100% of 4G Retail
S.r.l.; the two companies were merged in 2012. · Loquendo
Domestic: On 30 September 2011 Loquendo S.p.A. was sold and
consequently excluded from the consolidation area.
2
Milan, 7 March 2013 The Telecom Italia Board of Directors, chaired
by Franco Bernabè, today examined and approved the Group's
Financial Statements at 31 December 2012.
TELECOM ITALIA GROUP RESULTS Revenues in FY 2012 came to 29,503
million, down 1.5% from 29,957 million in 2011; the fall of 454
million is primarily due to the Domestic Business Unit, offset by
improvements enjoyed by the Argentina Business Unit (+564 million)
and the Brazil Business Unit (+134 million). In terms of organic
variation, consolidated revenues rose by 0.5% (+151 million). In
detail, the organic variation in revenues is calculated by
excluding: the effect of foreign exchange rate fluctuations of -569
million, mainly affecting the Brazil Business Unit (-535 million)
and to a largely negligible extent the Argentina Business Unit (-55
million) and other Group companies (+21 million); the effect of
changes to the consolidation area (-14 million), largely due to
sale of Loquendo (Domestic BU) on 30 September 2011 and Matrix
(Other Operations) on 31 October 2012; the effect of a 22 million
reduction in revenues due to the settlement of business disputes
with other carriers. Revenues, broken down by business unit, are as
follows:
(millions of euros)
2012 %
2011 %
18,991 18,082 1,393 7,343 3,220 700 (297) 63.4 60.4 4.6 24.5 10.7
2.3 (0.9)
Change absolute
(1,107) (1,149) - 134 564 (136) 91
%
(5.8) (6.4) - 1.8 17.5
% organic
(5.8) (6,2) (1,4) 9.8 19.6
Domestic Core Domestic International Wholesale Brazil Argentina
Media, Olivetti and Other Operations Adjustments and eliminations
Total Consolidated
17,884 16,933 1,393 7,477 3,784 564 (206)
60.6 57.4 4.7 25.3 12.8 1.9 (0.6)
29,503
100.0
29,957
100.0
(454)
(1.5)
0.5
EBITDA came to 11,645 million, down 526 million (-4.3%) on the
previous year, with EBITDA margin of 39.5% of revenues (40.6% in FY
2011). In organic terms EBITDA fell by 246 million (-2.0%), 1 pp
lower in proportion to revenues, down from 41.2% in 2011 to 40.2%
in 2012, due to the greater weight of South American revenues,
where margins are lower than for Domestic Business, and to higher
mobile handset sales, aimed at a greater penetration of data
services.
3
The following table shows a breakdown of EBITDA and EBITDA margin
by business unit:
(millions of euros)
2012 %
2011 %
9,173 48.3 17.1 1,990 27.1 9.6 1,035 32.2 (1.1) (0.1) (26) (1)
(0.3) - (113) (8) 8.5 86 16.4 6 75.4
Change absolute
(497)
%
(5.4) 0.2 pp 0.3 (0.4) pp 8.3 (2.6) pp
% organic
(4.9) 0.4 pp 8.9 (0.2) pp 11.7 (2.2) pp
Domestic % of Revenues Brazil % of Revenues Argentina % of Revenues
Media, Olivetti and Other Operations Adjustments and eliminations
Total Consolidated % of Revenues
8,676 48.5 1,996 26.7 1,121 29.6 (139) (9)
74.5
11,645 39.5
100.0
12,171 40.6
100.0
(526)
(4.3) (1.1) pp
(2.0) (1.0) pp
EBIT came to 1,926 million (-680 million in FY 2011), impacted in
particular by goodwill write-downs resulting from the impairment
test totalling 4.4 billion (7.4 billion in 2011). Organic EBITDA
came to 6,504 million, down 157 million compared with 2011 (-2.4%),
with EBITDA margin of 22.0% of revenues (22.7% in FY 2011). The
consolidated net result came to -1,627 million, mainly due to the
goodwill write-down. Excluding the impact of the write-down.
Excluding the impact from the write-down, other non-recurring items
and the tax refund of 319 million in IRES for recognition of the
deductibility of IRAP on labour costs, the result comes to 2,394
million, slightly lower than the normalized result for FY 2011
(2,518 million). Capex came to 5,196 million in FY 2012, of which
3,072 million relating to the Domestic Business Unit, a decrease of
899 million compared with 2011. In particular: · the Domestic
Business Unit reported a fall of 1,113 million. Excluding FY 2011
investments in purchasing the rights to use LTE mobile telephony
frequency bands (1,223 million) there is a 110 million increase
attributable in particular to the development of next generation
networks (LTE and fibre) in part offset by the lower requirement in
relation to delivery of new systems owing to the slowdown of
fixed-line business; · the Brazil Business Unit reported an
increase of 210 million (including a negative forex effect of 94
million), for the purchase of rights to use fourth generation (4G)
mobile telephony frequency bands (145 million) as well as
investments to improve the quality of the network infrastructure; ·
the Argentina Business Unit reported capex in line with the
previous year (+ 1 million already including a negative forex
effect of 9 million). Besides the costs of client acquisition,
expenditure was aimed at enlarging and upgrading broadband services
to improve transmission capacity and increase access speed,
traditional fixed-line access to meet demand and backhauling to
support mobile access growth. Telecom Personal also invested
primarily in increased capacity and enlargement of the 3G network
to support Mobile Internet growth.
4
Operating free cash flow came to 6,470 million, up 703 million
compared with 2011 (5,767 million), making a positive contribution
to the reduction in net indebtedness. In particular adjusted net
financial debt at 31 December 2012 amounts to 28,274 million, down
2,140 million compared with 31 December 2011 (30,414 million). In
Q4 2012 adjusted net financial debt fell by 1,211 million from the
end of September 2012; in particular, operating free cash flow
amply covered the income tax requirements of around 700 million.
Accounting net financial debt at 31 December 2012 amounts to 29,053
million, down 1,766 million compared with 31 December 2011 (30,819
million). The liquidity margin at 31 December 2012 stood at 16.14
billion (14.7 billion at end of 2011) and consists of 8.19 billion
in cash (7.72 billion at 31 December 2011) and unused committed
credit lines for a total 7.95 billion (7 billion at end of 2011).
This will cover the Group's liabilities beyond the next 24 months.
At 31 December 2012 Group headcount stood at 83,184 employees, of
whom 54,419 in Italy (84,154 at the end of 2011, of which 56,878 in
Italy). *** The 2012 figures for Telecom Italia Media can be found
in the press release issued on 4 March 2013, following the Board
Meeting's approval. *** DOMESTIC
Matrix, sold on 31 October 2012, was classified among Other
Operations in 2012, and thus excluded from the DomesticCore
Domestic BU. The comparable periods were reclassified
accordingly.
Domestic revenues came to 17,884 million, falling equally by 5.8%
in reported and in organic terms (18,991 million in 2011). EBITDA
for the Domestic Business Unit amounted to 8,676 million, down 497
million from 2011 (5.4%). EBITDA margin was 48.5%, up 0.2
percentage points from 2011. Organic EBITDA came to 8,829 million
(-458 million, -4.9% compared with 2011) with EBITDA margin at
49.3% of revenues, higher than the previous year (+0.4 percentage
points). EBIT rose by 3,074 million to reach a positive 1,078
million, compared with a negative 1,996 million in 2011. The result
is affected in particular to the goodwill write-down of the Core
Domestic cash generating unit of 4,016 million, (7,307 million in
FY 2011), based on the outcome of the impairment test. Organic
EBIT, calculated excluding in particular the goodwill write-downs
referred to above, slipped 139 million compared with 2011 to 5,226
million (-2.6%), while EBIT margin rose from 28.2% in FY 2011 to
29.2% in FY 2012.
5
Headcount at the end of the year stood at 53,224 employees, down
1,823 compared with 31 December 2011 (the variation includes the
effects of the acquisition, with effect from 1 January 2012, of the
Contact Center and its 249 resources from the company Advalso
belonging to the Olivetti Business Unit).
BRAZIL (average real/euro exchange rate 2.50953) Revenues of Tim
Brasil Group in FY 2012 came to 18,764 million reais, 1,678 million
reais higher (+9.8%) than in 2011. Revenues from services grew to
reach 16,420 million reais, up from 15,353 million reais in 2011
(+6.9%). Revenues from product sales rose from 1,733 million reais
in 2011 to 2,344 million reais in 2012 (+35.3%), reflecting the
company's strategy of market penetration with high-end handsets
(smartphones/webphones and tablets) as a lever to grow mobile data
services. Mobile ARPU (Average Revenue Per User) stood at 19.1
reais in FY 2012 compared with 21.4 reais in FY 2011 (-10.7%). The
total number of lines at 31 December 2012 was 70.4 million, 9.8%
higher than on 31 December 2011, representing a 26.9% market share.
EBITDA amounted to 5,008 million reais, up 377 million reais from
FY 2011 (+8.1%); operating margin growth was sustained by the
increase in revenues, mainly VAS, essentially counterbalanced by
the higher termination rates due to increased traffic volumes and
costs strictly linked to changes in the customer base. EBITDA
margin was 26.7%, 0.4 percentage points lower than 2011. Organic
EBITDA in 2012 amounted to 5,061 million reais, an improvement of
412 million reais on 2011 (+8.9%). Organic EBITDA margin was 27.0%,
0.2 percentage points lower than the previous year. The increased
margin in revenues from services was countered by the greater share
of turnover from sales of smartphones/webphones. EBIT amounted to
2,424 million reais, an improvement of 135 million on FY 2011. This
is explained by the higher contribution of EBITDA, partially offset
by increased amortisations of 241 million reais. Compared to the
same period of 2011, the organic change in EBIT was positive by 170
million reais, with EBIT margin standing at 13.2% (13.5% in FY
2011). The headcount at 31 December 2012 stood at 11,622 employees
(10,539 at 31 December 2011).
ARGENTINA (average peso/euro exchange rate 5.84408) 2012 revenues
came to 22,116 million pesos, an increase of 3,620 million pesos
(+19.6%) compared with 2011 (18,496 million pesos) thanks to growth
of the Broadband and Mobile client bases, as well as ARPU. The main
revenue source for the Argentina Business Unit is mobile telephony
which grew by more than 22% on the previous year and delivers 73%
of the BU's consolidated revenues.
6
EBITDA rose by 606 million pesos to reach 6,553 million pesos,
+10.2% compared with 2011. The EBITDA margin was 29.6%, 2.6
percentage points less than in FY 2011, mainly due to the higher
incidence of purchases of materials and services and labour costs.
Organic EBITDA - calculated excluding the 90 million pesos in
restructuring costs involving employees of certain specific
segments - grew by 11.7% compared with FY 2011 with an EBITDA
margin of 30%. FY 2012 EBIT came to 1,253 million pesos compared
with 2,925 million pesos in the previous year. The fall (1,672
million pesos) is largely due, besides the restructuring charges
described above, to the complete write-off of goodwill with the
acquisition of control by Telecom Italia Group (979 million pesos),
the partial write-down of the customer relationships (501 million
pesos) and the higher amortisations of these assets following
review of their useful lives (383 million pesos). Without the above
write-downs and restructuring charges, FY 2012 EBIT amounted to
2,823 million pesos, a fall of 102 million pesos compared with FY
2011, with EBITDA margin of 12.7% (3.1 percentage points lower than
the previous year). The headcount at 31 December 2012 stood at
16,803 employees (16,350 at 31 December 2011).
OLIVETTI On 1 January 2012, the activities and resources of the
Advalso S.p.A. contact center were sold to Telecontact Center
S.p.A. (subsidiary of Telecom Italia Domestic Business Unit), as
part of a project to bring all Telecom Italia Group call center
operations under centralised management. In addition, on 13 June
2012 the shareholders of the subsidiary Olivetti I-Jet S.p.A. voted
to place the company in liquidation. 2012 revenues were 280
million, down 63 million compared to 2011. EBITDA was a negative 57
million, 21 million lower than 2011. Net of provisions following
the liquidation of Olivetti I-Jet S.p.A., the change in organic
EBITDA was a positive for 10 million (+27.8%). EBIT was a negative
65 million, down 22 million from -43 million of FY 2011. Organic
EBIT grew by 12 million (+27.9%) from -43 million in 2011 to -31
million in 2012. The headcount at 31 December 2012 stood at 778
employees (1,075 at the end of 2011).
***
7
TELECOM ITALIA S.p.A. RESULTS THE MAIN VARIATIONS TO THE CORPORATE
PERIMETER
2012 saw the following variations, which had no significant impact
on the results of Telecom Italia S.p.A.:
· ·
Merger by incorporation of TI Audit and Compliance Services
S.c.a.r.l. and SAIAT in Telecom Italia; both operations took effect
on 1 January 2012. Transfer of the "Information Technology"
business of Telecom Italia to SSC, subsequently renamed Telecom
Italia Information Technology: on 1 November 2012 the transfer of
the "Information Technology" business of Telecom Italia to SSC took
effect. The operation involved the transfer of the Information
Technology business, composed of the Information Technology unit
and Information Technology Human Resources and Organization,
together with the transfer of 1,177 resources to the new company.
Following the operation working relations between Telecom Italia
and Telecom Italia Information Technology will continue on the
basis of agreements negotiated between the parties.
Revenues amounted to 16,940 million, down 1,105 million (-6.1%)
from FY 2011. This is due to the physiological decline in revenues
from traditional business in the Consumer (-3.6%), Business
(-9.4%), Top (-12.4%) and National Wholesale (-2,4%) segments.
However, positive trends were seen in handset sales and revenues
from Fixed Broadband and Mobile services in the Consumer segment.
EBITDA amounted to 8,433 million, down 503 million (-5.6%) from FY
2011. The organic change in EBITDA was a negative 5% (-449
million). The EBITDA margin rose from 49.5% in 2011 to 49.8% in
2012; in organic terms the EBITDA margin stood at 50.7% of revenues
(50.1% in 2011). EBIT came to 944 million (-246 million in 2011 due
to a goodwill write-down for 5,376 million). This includes a
write-down of Telecom Italia S.p.A. goodwill of 4,016 million. The
EBITDA margin rose from -1.4% in 2011 to 5.6% in 2012. The organic
change in EBIT was -2.6% (-137 million); in organic terms the
margin stood at 30% of revenues (28.9% in 2011). The net result
came to -1,821 million (-3,645 million in 2011); excluding
non-recurring items including the goodwill write-down and the
posting of the IRES tax refund for deductible IRAP on labour costs,
the result would be a positive 1,908 million (1,691 million in
2011). The headcount at 31 December 2012 stood at 44,606 employees
(47,801 at the end of 2011).
*** EVENTS SUBSEQUENT TO 31 DECEMBER 2012 Dismissal of La7 S.r.l.
On 4 March 2013 the Board of Directors of Telecom Italia Media
S.p.A., a subsidiary of Telecom Italia S.p.A., agreed the
finalisation of the agreement with Cairo Communication S.p.A. for
the sale of the entire stake in La7 S.r.l., with the exclusion of
51% of MTV Italia S.r.l.. On 6 March 2013 Telecom Italia Media
S.p.A. and Cairo Communication S.p.A. have signed the agreement
concerning the sale of 100% of La7 S.r.l..
8
The understandings reached foresee the payment to Telecom Italia
Media S.p.A. of a sale price of 1 million. Prior to the sale, La7
S.r.l. will be recapitalised to give it a positive net financial
position at sale date of not less than 88 million. The capital
injection will also serve to bring the shareholders' equity to an
agreed 138 million. The agreements also foresee the signing of a
multi-year contract between La7 S.r.l. and Telecom Italia Media
Broadcasting S.r.l. to provide broadcasting capacity. The sale
allows Telecom Italia Group to end its financial support for La7
S.r.l. while keeping the network operator Telecom Italia Media
Broadcasting S.r.l. within its own perimeter. Within the framework
of the deal, Telecom Italia S.p.A. undertakes to forgo loans due
from Telecom Italia Media S.p.A. totalling 100 million. Conclusion
of the sale is subordinate to the proper authorisations required by
law. Capital increase to service the Long Term Incentives Plan 2010
The Board of Directors, exercising powers granted to it by the
Shareholders' Meeting of 29 April 2010, has approved a paid
increase in share capital, in tranches, via the issuance of a
maximum 576,544 new ordinary shares to be set aside for
subscription by the beneficiaries of the 2010 LTI Plan. *** OUTLOOK
FOR THE 2013 FINANCIAL YEAR As announced on 8 February 2013,
regarding Telecom Italia Group's outlook for the current financial
year, the targets linked to the main economic indicators, as
described in the 2013-2015 Industrial Plan, foresee the following:
Revenues stable YoY. Low-single digit percentage reduction in
EBITDA. Adjusted net financial position of less than 27
billion.
*** SHAREHOLDERS' MEETING CALLED The Board of Directors has
convened a Shareholders' Meeting for 17 April 2013 (single call) to
take place at the Rozzano Auditorium (Milan), Viale Toscana 3.
Financial Statements/Dividend Besides approval of the annual
financial statements at 31 December 2012, the Board will submit a
proposal to Shareholders to replenish the loss for the year from
retained earnings, as well as to distribute a dividend of 2 euro
cents per ordinary share and 3.1 euro cents per savings share,
drawn from FY 2010 earnings. The dividend shall be paid out from
April 25 2013, ex-coupon on April 22 2013. Remuneration report The
Shareholders' Meeting will be called to give a non binding vote on
section one of the Remuneration Report. This document will made
available to the public as required by law together with the
Annual
9
Report on Operations (and the customary Report on Corporate
Governance and Shareholdings, also approved today by the Board of
Directors) on the corporate web site, www.telecomitalia.com, under
the Governance section, and from company head offices. New
appointments to the Statutory Board of Auditors The Shareholders
will be called to approve changes to the Statutory Board of
Auditors with the nomination as effective auditor of Mr. Roberto
Capone (replacing Ms. Sabrina Bruno who retired in September 2012),
and the appointment of Mr Fabrizio Riccardo Di Giusto as alternate
auditor. Both mandates will expire with that of the current Board
of Statutory Auditors (approval of the financial statements at 31
December 2014). The new appointments to be submitted to the
Shareholders' Meeting are the fruit of prior consultation with
Assogestioni, which had previously presented the list from which
both Ms. Bruno and Mr. Capone were chosen. The CVs of Mr. Capone
and Mr. Di Giusto are attached. Employee Stock Ownership Plan The
Shareholders' Meeting will be called to approve an employee stock
ownership plan, similar to the plan launched in 2010. The scheme
makes available a total 54,000,000 ordinary shares at a 10%
discount off the market price, and in any case not below par value,
in possible instalments. Individuals who hold shares for one year,
and providing they remain employees, will be granted one free bonus
share for every three shares purchased. To service the plan, it is
proposed that the Board of Directors be granted powers to increase
share capital by a maximum 39,600,000, part paid and part without
charge, via the assignment of profits or profit reserves. The
powers to increase the share capital described above, with
consequent changes to the company by-laws, do not require the
approval of the shareholders who do not have a right of withdrawal.
Meanwhile, in view of the current conjunction, the Board of
Directors decided to suspend the Long Term Incentives Plan for top
management and selected managers for FY 2013.
*** CORPORATE GOVERNANCE ISSUES The Board of Directors has
ascertained that it fully meets the requisites for the composition
of the board and the criteria of independence in the persons of
Lucia Calvosa, Elio Cosimo Catania, Massimo Egidi, Jean Paul
Fitoussi, Mauro Sentinelli and Luigi Zingales.
*** The manager responsible for preparing the company's financial
statements, Piergiorgio Peluso, declares under comma 2 of Article
154-(ii) of the Finance Consolidation Act that the information
presented in this press release corresponds to the results
documented in the company accounts and balance sheets.
10
Press Office
+39 06 3688 2610 www.telecomitalia.com/media
Telecom Italia Investor Relations
+39 02 8595 4131 www.telecomitalia.com/investorrelations
11
Roberto Capone Born in Milan November 30, 1955. Graduated in
Economics and Trade (Economia e Commercio) at the "Università
Cattolica" in Milan. He has been part of the Board of Certified
public accountants and Expert Accountants of Milan (ordine dei
Dottori Commercialisti e degli Esperti Contabili di Milano) since
1983. He has been an auditor since 1995. He has been practising the
profession of certified public accountant since 1983. He is a
partner of the "Studio Associato Caramanti Ticozzi & Partners"
in Milan. He is part of the Expenses liquidation committee
"Commissione liquidazione parcelle" within the Board of Certified
Public Accountants and Expert Accountants of Milan. He is a member
of the Nedcommunity, an association of non-executive members of
corporate administration and monitoring bodies. He practises tax
consultancy and bookkeeping, manages Merger & Acquisition, he
has Director, liquidator and regular auditor assignments, member of
"Organismi di Vigilanza D". Leg. n° 231/2001, he deals with
corporate restructuring and draws up expert reports and technical
consultancies. He is Chairman of the board of statutory auditors,
among others, of Redbull S.r.l., Omnicom Media Group S.r.l.,
Eurofactor Italia S.p.A., Booz & Company Italia S.r.l. He is
statutory auditor, among others, of Telecom Italia S.p.A., Amgen
Dompè S.p.A., Schering Plough S.p.A. and of Silicon Biosystems
S.p.A.. He is President of the supervisory committee ex leg. decree
n° 231/2001 of Medapharma S.p.A. and of Murata Elettronica
S.p.A.
12
Di Giusto Fabrizio Riccardo Born in Collevecchio (RI) on June 20,
1966. Graduated in Economics and Trade at "La Sapienza" University
in Rome in 1994. He has been certified public accountant (dottore
commercialista), since 1999. In 1997 he obtained a Master in Labour
Law at "Tor Vergata" University in Rome. He began his professional
career as an advisor at an established Law and Tax Firm in Rome and
in 2002 he started his own Firm in Rome, specializing in tax
assistance, administrative, commercial and financial. He provides
advice in the field of taxation and management to Companies,
Professional Associations, No Profits, Public Entities, local
health agencies and companies operating in the field of property
management, particularly with respect to operations of contribution
to real estate investment trusts. He is currently alternate auditor
in listed companies such as Atlantia S.p.A. and Luxottica
S.p.A.
13
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