Notice to Shareholders - Merger by incorporation of Telecom Italia S.p.A. into Olivetti S.p.A.

07/25/2003 - 00:15 PM

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  • Notice to Shareholders - Merger by incorporation of Telecom Italia S.p.A. into Olivetti S.p.A.
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OLIVETTI S.P.A.
Registered office in Ivrea, Via Jervis 77 -
Share capital Euro 8,851,397,257 fully paid-up
Registered at the Turin Register of Companies
at file no. 00488410010


TELECOM ITALIA S.P.A.
Registered office in Milan, Piazza degli Affari, 2 -
Corporate Headquarters in Rome - Corso d'Italia, 41
Fully paid-up share capital Euro 4,023,816,860.80 -
Tax/VAT and Milan Company - Register number 00471850016


MERGER BY INCORPORATION OF TELECOM ITALIA S.P.A. INTO OLIVETTI S.P.A.

                                       NOTICE TO SHAREHOLDERS
Olivetti and Telecom Italia hereby give notice that, upon execution of the merger by incorporation of Telecom Italia into Olivetti, which is expected to become effective within the first half of August  2003, all of the Olivetti ordinary shares and Telecom Italia ordinary and savings shares will be cancelled and replaced with new ordinary and savings shares of the absorbing company which will be called "Telecom Italia S.p.A.".

The substitution of the shares will take place according to the following ratios:

0.471553 ordinary shares of Telecom Italia S.p.A. (formerly Olivetti), nominal value Euro 0.55, regular dividend rights, in substitution of each ordinary share of Olivetti,  nominal value  Euro 1.00;

3.300871 ordinary shares of Telecom Italia S.p.A. (formerly Olivetti), nominal value Euro 0.55, regular dividend rights, in substitution of each ordinary share of Telecom Italia , nominal value of Euro 0.55;

3.300871 savings shares of Telecom Italia S.p.A. (formerly Olivetti), nominal value Euro 0.55, regular dividend rights, in substitution of each savings share of Telecom Italia,  nominal value of Euro 0.55;

Shareholders are reminded that, in compliance with the merger plan and with the resolutions adopted by the shareholders' meetings of Telecom Italia and Olivetti, on May 24 and May 26, 2003 respectively, the exchange ratio will be satisfied  via a redistribution of the share capital of Olivetti, as in effect at the time the merger is implemented. The share capital will be re-allocated by distributing the share capital of the absorbing company, and the shares which form it, amongst the shareholders of the absorbing company and the absorbed company, in accordance with the exchange ratio.

As the share capital of Olivetti, following the increase as a result of the issue of new shares (following the conversion of convertible bonds) and  the reduction thereof due to the exercise of withdrawal rights, will be higher than the share capital of the company  as at April 15, 2003, no further shares will be issued as previously provided for in the merger plan.

An explanatory note describing the calculation methods utilized to establish the above indicated ratios and the share capital of Telecom Italia S.p.A. (formerly Olivetti) after the merger, is available on the Internet web sites of Olivetti (www.olivetti.com) and Telecom Italia (www.telecomitalia.it).

After the redistribution and giving effect to any necessary roundings, the share capital of Telecom Italia S.p.A. (formerly Olivetti) will be equal to Euro 8,845,640,599.40 divided into 10,287,061,839 ordinary shares and 5,795,921,069 savings shares of a nominal amount of Euro 0.55 each.

Within the context of the operations to substitute the new shares of Telecom Italia S.p.A. (formerly Olivetti) for shares of Olivetti and Telecom Italia, a service will be made available to the shareholders, entirely at the absorbing company's expense, via authorized intermediaries, which will permit the rounding of the number of newly-issued shares owned down or up to the nearest whole number, at market prices and at no cost in terms of expenses, stamp duty or commissions.

The newly issued shares to be exchanged will be assigned to the entitled shareholders, via the respective authorized intermediaries participating in Monte Titoli S.p.A., at the date of effectiveness of the merger. The shares of Olivetti and Telecom Italia not dematerialized may be exchanged only upon delivery beforehand of the shares to an authorized intermediary for their insertion in a centralized dematerialization management system.

July 28, 2003