Notice of meetings of outstanding Telecom Italia notes

02/10/2006 - 08:00 AM

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Incorporated with limited liability under the laws of the Republic of Italy, having its registered office in Milan, Piazza degli Affari n.2, and corporate headquarters in Rome, Corso d’Italia n.41, share capital of € 10,668,131,549.35 fully paid up, tax payer code and registration number at the Company Register in Milan: 0048810010

NOTICE OF MEETINGS OF THE HOLDERS OF THE OUTSTANDING
TELECOM ITALIA S.P.A.

€750,000,000 Principal Amount of 4.50 per cent. Notes due 2011
ISIN XS0184374063 – Common Code 018437406

€1,250,000,000 Principal Amount of 5.375 per cent. Notes due 2019
ISIN XS0184373925 – Common Code 018437392

(each a “Series”, and together the “Notes”)

Telecom Italia S.p.A. (the “Issuer”) hereby gives notice to the holders of:

  • the Telecom Italia S.p.A. €750,000,000 4.50 per cent. Notes due 2011 (the “Notes due 2011”) and
  • the Telecom Italia S.p.A. €1,250,000,000 5.375 per cent. Notes due 2019 (the “Notes due 2019”)

that separate meetings are hereby convened by the Issuer for noteholders of each Series (each a “Meeting”) at the Issuer’s registered office in Milan, Italy, Piazza degli Affari n. 2, at 10 a.m. (Milan time) for the Notes due 2011, at 11 a.m. (Milan Time) for the Notes due 2019 on March 13, 2006, on First Call, and, when needed, on March 14, 2006, on Second Call and on March 27, 2006, on Third Call, in each case at the same times and in the same place as for the First Call, for the purpose of separately considering the proposal set out below and, if thought fit, passing the requisite resolutions at each Meeting, which are resolutions in accordance with the trust deed dated 23 January 2004 made between Telecom Italia S.p.A., Telecom Italia Finance S.p.A., J.P. Morgan Corporate Trustee Services Limited (the “Trust Deed”):

  • To appoint a person as joint representative (“rappresentante comune”) for such Series and to determine the duration of his/her/its office and his/her/its compensation;
  • To establish a fund for the expenses necessary for the protection of common interest of the noteholders of such Series.

According to the Trust Deed, a noteholder wishing to attend in person and vote at a relevant Meeting must produce at the Meeting valid voting certificate(s) issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote. A noteholder not wishing to attend in person but to vote at the Meeting must request a Paying Agent to issue voting certificate(s) in the name of the proxy who he has nominates to attend and vote on his behalf.
In order to enable the Paying Agent to issue the aforementioned voting certificate, pursuant to the Trust Deed Notes are required to be blocked in an account with a clearing system at least 2 days before the date fixed for the relevant Meeting (or, if applicable, any adjournment of such Meeting). Notes so blocked will not be released until the earlier of the conclusion of the Meeting specified in such certificate (or, if later, any adjournment of such Meeting) and the surrender of the voting certificate(s) to the Paying Agent who issued the same.
For further information, noteholders should refer to the provisions relating to meetings of noteholders which are set out in the Third Schedule to the Trust Deed which is available on the Issuer’s website at the following internet address: www.telecomitalia.it.

Paying Agents:

JPMorgan Chase Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT
FAX#: +44 (0)207 777 5410
J.P.Morgan Bank Luxembourg S.A.
6 route de Treves
L-2633 Senningberg
Municipality of Niederanven
Luxembourg
FAX#: +352 46268 5804

This Notice is being published in the Official Gazette of the Republic of Italy, in the D’Wort in Luxembourg, in the Financial Times, in the Il Sole 24 Ore, in the Finanza e Mercati and in the Milano e Finanza, and may be viewed on the Issuer’s website at the following internet address: www.telecomitalia.it