Telecom Italia S.p.A.: Notice calling the Shareholders' Meeting
28 Februar 2014 - 7:09PM
Italian Regulatory (Text)
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:
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 must be received within 10
days of publication of this notice (or of the NOTICE OF
SHAREHOLDERS' MEETING subsequent supplemental notice), either on
paper to the following address: TELECOM ITALIA S.p.A. Those
entitled to vote in the Meeting of the Ordinary Shareholders of
Telecom Corporate Affairs Ref. Agenda Italia S.p.A. are hereby
called to meet at 11.00 am on 16 April 2014 for the Piazza degli
Affari 2 ordinary meeting (in a single call) in Rozzano (Milan) at
Viale Toscana 3, to discuss and resolve on the following 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. AGENDA
Appointment of the Board of Directors related and consequent
Documentation resolutions The explanatory report on the appointment
of the Board of Directors will be made available to the public, as
of today, at the Registered Office of the The Board of Directors
will proceed, within the terms established by law, to Company and
at Borsa Italiana S.p.A., as well as on the company website
supplement the agenda with further items of business to be
discussed and www.teleco mitalia.com/agm resolved on. The
integration of the agenda will entail the availability, within the
deadlines and with the modalities as established by law, of the
corresponding documentation. Proposals regarding the appointment of
the Board of Directors The documentation on the Shareholders'
Meeting may be requested using the In view of the renewal, the
outgoing Board of Directors has formulated, in its contact details
at the end of this notice; the Company will not take into account
report, a series of recommendations regarding the composition, term
in office any requests formulated on previous occasions. and
remuneration of the board (subject to resolution of the absolute
majority of the shares present at the Shareholders' meeting, on the
basis of the proposals Questions before the Shareholders' Meeting
the shareholders decide to formulate) as well as the
characteristics of the Those entitled to vote, having demonstrated
their entitlement in the forms candidates. prescribed by the
applicable regulations, may ask questions on the topics on the The
appointment will be made on the basis of slates presented by
shareholders agenda before the Meeting, to be received by 14 April
2014, complete with a who, jointly or separately, hold shares
representing at least 0.5% of the ordinary copy of an identity
document, on paper to the following address: share capital. The
slates must be presented by 22 March 2014 (at the Registered
TELECOM ITALIA S.p.A. Office or via the email address
assemblea.azionisti@pec.telecomitalia.it), Corporate Affairs Ref.
Questions producing the certificates proving entitlement to
exercise this right by 26 March Piazza degli Affari 2 2014.
Registration of increases or decreases in the number of shares held
in the 20123 MILAN Italy, accounts of the presenting shareholder
after the date of filing of the slate shall by fax to +39 06
91864277, by email to the following address 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. 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 26 March 2014. Regarding the composition of the slates it
should also be remembered that the principle of gender equality
will apply to the 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 formulate
proposals on the number of members, the term of office or the
remuneration to be assigned to the Board being elected, or
intending to present a slate are invited to refer to the
recommendations and suggestions contained also in compliance with
the Corporate Governance Code adopted by the Corporate Governance
Committee of Borsa Italiana in the Board of Directors' report
and, in any case, to contact the Company's Corporate Affairs office
in advance to define all the necessary details. Presentation of
resolution proposals/supplementary agenda In view of the scheduled
integration to the agenda of the Shareholders' Meeting by the Board
of Directors, as indicated above (with publication of a specific
call notice and subsequent reopening of the deadlines as set out
below), 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, (including matters
regarding number, duration and remuneration of the Board of
Directors to be appointed) 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,
or through the specially created section on the website
www.telecomitalia.com/agm
where further information is available.
assemblea.azionisti@pec.telecomitalia.it,
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 7 April 2014 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
0854, 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 17 March 2014
until midnight (CET) on 15 April 2014, 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 17 March 2014, to
be received no later than 15 April 2014. 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 and 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 the proxies together with a copy of an ID
document of the delegating shareholder may be sent or notified to
the Company, to be received by 15 April 2014, 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 without par
value. 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 16 April 2014. 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 10.00 am on 16 April
2014 and in the opposite direction at the end of the meeting. To
use the shuttle service, it must be booked by 14 April 2014, 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@pec.telecomitalia.it
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