Notice of meeting of the holders of the outstanding Telecom Italia - third call (ISIN XS0184374063 - ISIN XS0184373925)

10/18/2007 - 08:00 AM

  • Notices to shareholders /
  • Notice of meeting of the holders of the outstanding Telecom Italia - third call (ISIN XS0184374063 - ISIN XS0184373925)
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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 10,673,779,602.75
Tax/VAT and Milan Company Register number 00488410010 (the “Issuer”)

 

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 XS0184374063 CommonCode: 018437406

€ 1,250,000,000
Principal Amount of 5.375 per cent. Notes due 2019
ISINXS0 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 5, 2007 on Third Call, at 2.30 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"):

3.1. appointment of a group of experts for the selection of the information to be published on the website section organized by the Common Representative of the noteholders and for the organization and coordination of a web forum dedicated to the noteholders;
3.2. determination of the criteria for possible appointments to evaluate the economical and financial situation of the Issuer and its Group and transactions announced or implemented by the Issuer and/or its Group;
3.3. proposals on further activities to carry on, aimed at full defence of the common interests of the noteholders;

  1. activities carried out by the Common Representative of the noteholders;
  2. report on shareholders’ meeting held on April 16, 2007. Relevant resolutions;
  3. activities to carry on:
  4. fund of the office of the Common Representative of the noteholders, allocation of funds for the activities to be carried on; compensation of the Common Representative of the noteholders.

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 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, 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:

The Bank of New York One Canada Square London E14 5AL Fax: + (44) 207 964 2536

Luxembourg Paying Agent

The Bank of New York (Luxembourg) SA Aerogolf Center 1A Hoehenhof L-1736 Senningberg (Luxembourg) Fax: + (352) 34 20 90 6035

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: www.telecomitalia.com and www.telecomitalia.it.

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.

In order to enable the Common Representative of the noteholders to provide to the defence of the noteholders’ common interests towards the Issuer, as provided for by paragraph 2418 Italian civil code, the noteholders not wishing to attend the meeting are invited to communicate all information useful to defend the noteholders’ common interests to the Common Representative of the noteholders.

The Common Representative of the Noteholders
Avv. Francesco Pensato
Via Brera 5, Milano (Italy)
rappresentantecomune@franzosi.com