Call to Ordinary end Extraordinary Telecom Italia Shareholders' Meeting

03/31/2004 - 08:30 AM

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TELECOM ITALIA S.p.A.
Registered Office in Milan, Piazza degli Affari, 2
Corporate Headquarters in Roma, Corso d'Italia, 41
Fully paid-up share capital Euro 8,853,990,644.95
Tax/VAT and Milan Company Register number: 0048840010

CALL TO SHAREHOLDERS' MEETING

Ordinary shareholders are called to the Extraordinary Meeting to be held in Milan, Pia zza degli Affari 2, on May 4, 2004 at 03.00 p.m. on first call; to the Ordinary and Extraordinary Meeting, respectively on first and second call, on May 5, 2004, at the same time and place; to the Ordinary and Extraordinary Meeting, respectively on second and third call, on May 6, 2004 at 03.00 p.m., to be held in Rozzano (Milan) Via Toscana 3, to consider and vote on the following

AGENDA

Ordinary Section

· Adoption of the meeting regulations

· Financial statements for the year ended 31 December 2003 - Related and consequent resolutions.

· Appointment of the independent audit firm for the years 2004-2006

· Appointment of the Board of Directors - related resolutions

· Redetermination of the Board of Auditors compensation

ExtraordinarySection

· Amendment of Articles 2 (registered office), 4 (duration - withdrawal), 5 (share capital –granting powers pursuant to articles 2420 ter and 2443 of the Italian civil code), 6 (savings shares), 7 (share circulation – withdrawal), 9 (appointment of the Board of Directors), 11 (Board of Directors meetings), 12 (Board of Directors powers), 13 (Board of Directors organization), 14 (representation of the Company), 15 (Board of Directors compensation), 16 (Board of Auditors), 17 (call to shareholders' meetings), 18 (attending the shareholders' meetings and voting), 19 (proceedings of shareholders' meetings) of the Company's bylaws; introduction of a new article (regarding the report from the delegated persons to the Board of Directors and to the Board of Auditors), following art. 13 of the Bylaws; cancellation of art. 20 of the Company's bylaws. Related and consequent resolutions.

Ordinary shareholders with the required certification issued by an authorized intermediary in accordance with current legislation are eligible to attend the Meeting.

The documentation regarding the financial statements of the Company and the Group consolidated financial statements, along with the report on operations is available to the public at the Company's registered office and at Borsa Italiana S.p.A..
The remaining documentation will be made available within the time limits established by current legislation.

SLATE VOTE

The Board of Directors will be appointed by slate vote, pursuant to article 9 of the Company's Bylaws.

Each shareholder may present or participate in the presentation of only one slate and each candidate may be entered in only one slate on pain of ineligibility.

The slates of candidates can be presented by shareholders who, individually or together with others, hold at least 1% of the voting share capital.
In order to  prove ownership of the number of shares necessary to present slates, shareholders must submit and/or deliver to the Company's Registered Office, at least five days before the date of the Meeting on first call, a copy of the documentation attesting their right to attend the Meeting.
The slates must be deposited at the Company's Registered Office and published in at least one nationally distributed Italian daily newspaper at least ten days before the date of the Meeting on first call.
Together with each slate, it is also necessary for the following documents to be deposited: the declarations whereby the individual candidates accept their candidacy and attest, on their own responsibility, that there are no causes of ineligibility or incompatibility.
Together with the declarations, a curriculum vitae for each candidate setting out her/his main personal and professional data must be deposited, with indication of eligibility to qualify as an independent director .

VOTE BY MAIL

Pursuant to article 20 of the Company's bylaws, the vote can also be sent by mail in accordance with existing laws.

The documentation for voting by mail will be available from at the Company's Registered Office, and can also be requested through authorized depositary agents. The envelope containing the ballot, the certification of the right to vote and the relevant documentation proving that the person signing the ballot has the right to do so shall be delivered to the following address:

TELECOM ITALIA S.p.A.

Corporate Affairs

Piazza degli Affari n. 2

20123 MILANO - ITALIA

not later than forty-eight hours before the Meeting.

Shareholders are reminded that voting by mail is incompatible with giving proxies and must be exercised directly by the holder of the right to vote.

As usual, the owners of ADRs listed on the New York Stock Exchange and representing ordinary shares of Telecom Italia, must contact JPMorgan Chase Bank, 4 New York Plaza, New York, NY 10004, + +1 800 990 1135 (if calling within the US), + +1 781 575 4328 (if calling outside the US) as the issuer of the aforementioned ADRs.

On behalf of THE BOARD OF DIRECTORS

THE CHAIRMAN

(Marco TRONCHETTI PROVERA)

Shareholders are invited to arrive before the scheduled start of the Meeting in order to facilitate registration formalities. Registration of participants will begin at 02.00 p.m.

The Registered Office will be open to the public for consultation and/or consignment of the above-mentioned documentation on working days, Monday through Friday, from 09.00 a.m. to 01.00 p.m and from 03.00 p.m to 05.00 p.m. .

Requests for clarifications or information may be made by calling the toll free number +39 800020220 (if calling within Italy ) and +39 011 4404900 (if calling outside Italy ) or sending an e-mail to corporate.affairs@telecomitalia.it

Items of the Agenda

2003 Annual Report