Notice of meetings of the holders of the outstanding Telecom Italia ( ISIN XS184374063 - ISIN XS184373925)

12/13/2006 - 08:00 AM

  • Notices to shareholders /
  • Notice of meetings of the holders of the outstanding Telecom Italia ( ISIN XS184374063 - ISIN XS184373925)
- + Text size
Print

NOTICE OF MEETINGS OF THE HOLDERS OF THE OUTSTANDING
TELECOM ITALIA S.p.A. THIRD CALL
€ 750,000,000
Principal Amount of 4.50 per cent. Notes due 2011
ISIN XSO184374063 CommonCode: 018437406

€ 1,250,000,000
Principal Amount of 5.375 per cent. Notes due 2019
ISINXSO 184373925 CommonCode: 018437392
(each a "Series", and together the “Notes")

Notice is hereby given 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 for noteholders of each Series (each a "Meeting") at the Issuer's registered office in Milan, Italy, Piazzadegli Affari n. 2, on December 21, 2006 on Third Call, at 2 p.m. (Milan time) for the Notes due 2011 and at 4 p.m. (Milan Time) for the Notes due 2019, for the purpose of separately considering the proposals set out below and, if thought fit, passing the requisite resolutions at each Meeting, which are resolutions in accordance with the trust deed dated January 23, 2004 made between Telecom Italia S.p.A., Telecom Italia Finance S.A., J.P. Morgan Corporate Trustee Services Limited (the “Trust Deed"):

  1. set up of the office of the noteholders’ common representative;
  2. activities carried out by the noteholders’ common representative: relations with the Issuer; call of the noteholders’ meetings; explanation of the web section dedicated to the noteholders, posted on the websites of the Issuer www.telecomitalia.it and www.telecomitalia.com (the “Web Site Section”); explanation of the systems for despatching information to the noteholders; presentation of the economic and financial position of the Issuer since the issue date of the notes. Reimbursement of the expenses for the activities carried out by the noteholders’ common representative;
  3. activities to carry on:
    1. appointment of a group of experts for the selection of the information to be published in the above Web Site Section and for the organization and coordination of a web forum dedicated to the noteholders;
    2. determination of the criteria for possible appointments to evaluate the economical and financial situation of the Issuer and its Group and transactions scheduled or implemented by the Issuer and/or its Group
  4. fund of the office of the noteholders’ common representative;
  5. compensation of the noteholders’ common representative.

An explanatory report of the items on the agenda is available to the public, in compliance with law, and will be posted on Internet at the following addresses: http://www.telecomitalia.com and http://www.telecomitalia.it.
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 wishing to vote at the Meeting must request a Paying Agent to issue voting certificate(s) in the name of the proxy who he has nominated 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, the Notes are required to be blocked in an account with a clearing system at least 2 days before the date fixed for the 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, the noteholders should refer to the provision relating to the meeting of the noteholders which are set out in the Third Schedule to the Trust Deed which is available on the Issuer's website at the following addresses: www.telecomitalia.it and www.telecomitalia.com.

Principal Paying Agent: Luxembourg Paying Agent

JPMorgan Chase Bank, N.A.
Trinity Tower,
9 Thomas More Street,
London E1W 1YT.
Fax: +44 (0) 20 7777 5410

J.P. Morgan Bank Luxembourg S.A.
6 route de Treves,
L-2633 Senningberg,
Luxembourg
Fax: +352 46268 5804

This notice is being published in the Official Gazette of the Republic of Italy, in the D'Wort in Luxemburg, in the Financial Times, in the II Sole 24 Ore, in the Finanza e Mercati and in the Milano Finanza, and may be viewed on the Issuer's website at the following internet addresses: www.telecomitalia.it and www.telecomitalia.com.

For any further information the following contact addresses and telephone number are available:

THE COMMON REPRESENTATIVE OF NOTEHOLDERS

Avv. Francesco Pensato