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 10,693,740,302.30
euros fully paid up Tax Code/VAT Registration Number and Milan
Business Register Number 00488410010
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 email 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
147ter, subsection 3, of the CLF and Article 144quinquies 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 nonapproval 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
NOTICE OF SHAREHOLDERS' MEETING
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 1. 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 2. In the case of approval of
the proposal for removal specified in item 1 Appointment of the
Board of Directors related and consequent resolutions 3. In the
case of nonapproval of the proposal for removal specified in item 1
Appointment of two Directors, to supplement the Board of
Directors in office Extraordinary session 1. Elimination of the
nominal value of the ordinary shares and savings shares. Amendment
to the Company's Bylaws related and consequent resolutions 2.
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 coopted 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 nonapproval 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
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 email 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 email 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
email 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 do
wnloaded 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.teleco
mitalia.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 email 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 135undecies 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 tollfree 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: - tollfree number 800020220 (for calls
from inside Italy) - telephone +39 011 2293603 (for calls from
outside Italy) - email address
assemblea.azionisti@telecomitalia.it
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