Notice convening the shareholders' meeting

02/21/2008 - 08:00 AM

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TELECOM ITALIA S.p.A.
Registered Office in Milan, at 2 Piazza degli Affari
Corporate Headquarters in Rome, at 41 Corso d’Italia
Fully paid-up share capital €10,673,793,335.70
Tax/VAT and Milan Company Register number: 00488410010

Electrical and Electronic Equipment Register no. IT08020000000799

NOTICE CONVENING THE SHAREHOLDERS’ MEETING

Holders of Telecom Italia ordinary shares are called:

  • on 12 April 2008 at 12.00 p.m. at 2 Piazza degli Affari, Milan to an extraordinary shareholders’ meeting on the first call and
  • on 13 April 2008 at the same time and place to an ordinary shareholders’ meeting on the first call and an extraordinary shareholders’ meeting on the second call and
  • on 14 April 2008 at 11.00 a.m. at 3 Viale Toscana, Rozzano (Milan) to an ordinary shareholders’ meeting on the second call and an extraordinary shareholders’ meeting on the third call

to discuss and vote on the following

Agenda

Ordinary meeting

  • Financial statements for the year ended 31 December 2007 - related and consequent resolutions.
  • Appointment of the Board of Directors - related and consequent resolutions.
  • Stock-option plan reserved to the Company’s executive directors - authorization to purchase and dispose of treasury shares – related and consequent resolutions.

Extraordinary meeting

  • Amendment of the following articles of the Company’s bylaws: 9 (Board of Directors); 17 (Board of Auditors); and 18 (Shareholders’ Meeting) - related and conse­quent resolutions:

In view of the composition of the Company’s shareholders, the quorum will presumably be reached and the meeting duly constituted on 14 April 2008 at 11.00 a.m. at 3 Viale Toscana, Rozzano (Milan).
Under Italian law shareholders who, separately or jointly, represent at least one fortieth of the voting share capital may request, within five days of the publication of this notice, additions to the agenda, specifying in the request the additional items they propose. Additions to the agenda may not be made, however, for matters on which the shareholders’ meeting is required by law to resolve on proposals put forward by the directors or on the basis of a plan or report the latter have prepared.
In the event of any such additions, the amended agenda will be published in the same way as this notice.

Entitlement to attend

Pursuant to Article 19.1 of the bylaws, ordinary shareholders for whom the Company has received the notification specified by law at least two days before the date set for each shareholders’ meeting are entitled to attend the meeting.
The Company does not require shareholders to block their shares to be eligible to attend a meeting, instead they must deposit them, i.e. give the intermediary that keeps the relevant accounts instructions to make the necessary notifications to the Company at least two days before the date of the meeting. This does not prevent subsequent withdrawal of the shares; but if they are withdrawn, the earlier deposit ceases to be effective for the purpose of entitlement to attend the meeting.
Any requests for advance notice to perform the relevant formalities in good time or unavailability of shares to be deposited as a consequence of intermediaries’ market practices may not be imputed in any way to the Company.
Shareholders entitled to attend are invited to arrive before the time set for the start of the meeting; the registration formalities will begin at 9.00 a.m. However, to facilitate the verification of the entitlement to attend, those entitled to do so are invited:

  • to send any proxy documents in advance of the meeting, for this purpose using the contacts given at the bottom of this notice;
  • to show, on the day of the meeting, a copy of the notification made to the Company that intermediaries are legally required to make available to them.

The right to vote can also be exercised by mail. The documentation for voting by mail will be available from 21 March 2008 at the Company’s registered office, where it can also be requested through authorized intermediaries. The envelope containing the ballot, a copy of the notification sent by the intermediary and, where appropriate, documentation proving that the person signing the ballot is authorized to do so should be delivered to the following address:

TELECOM ITALIA S.p.A.
Corporate Affairs
Piazza degli Affari, 2
20123 MILAN - ITALY

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.

The owners of ADRs listed on the New York Stock Exchange and representing ordinary shares of Telecom Italia must contact JP Morgan Chase Bank, the issuer of the above-mentioned ADRs (address of customer service: PO Box 3408, South Hackensack, NJ 07606; telephone number: +1 201 680 6630 for calls from outside the United States; 1 800 990 1135 for calls from within the United States).

Matters on the agenda

Financial statements for the year ended 31 December 2007 – related and consequent resolutions
Telecom Italia’s draft financial statements show net income for the year of € 1,882,420,520.78.
Shareholders are invited to approve the Company’s 2007 financial statements and the distribution of part of the net income for the year, through payment of the following dividends:

  • € 0.080 for each ordinary share;
  • € 0.091 for each savings share.

Subject to approval by the shareholders’ meeting, the Company will pay the above-mentioned dividends as of 24 April 2008, with 21 April 2008 as the coupon detachment date.

Appointment of the Board of Directors - related and consequent resolutions
The term of office of the current Board of Directors ends with the approval of the financial statements for the 2007 fiscal year.
Shareholders are therefore invited to appoint the Board of Directors, and more specifically to determine the number of Directors (from 7 to 23), to establish the term of office of the new Board (up to a maximum of three fiscal years), to appoint the Directors (using a slate voting system) and to determine the compensation of the members of the Board of Directors.
The Board of Directors has not put forward a slate of candidates.
For the purpose of appointing the Board of Directors, shareholders who alone or together with other shareholders hold a total number of shares representing at least 0.5% of the voting share capital may submit slates, subject to their proving the required shareholding needed for the presentation of slates at least two days prior to the date set for the ordinary shareholders’ meeting on the first call. Each shareholder may present or participate in the presentation of only one slate and each candidate may appear on only one slate on pain of ineligibility.
The slates must be filed at the registered office of the Company and published in at least one Italian daily newspaper with national circulation at least fifteen days prior to the date set for the ordinary shareholders’ meeting on first call. Each slate must be filed together with: (i) the individual candidates’ acceptances of their candidacy and declarations in which they attest that there are no grounds for ineligibility or incompatibility; (ii) the names of the shareholders presenting the list and their combined total percentage shareholding; and (iii) a curriculum vitae for each candidate setting out his/her main personal and professional data and the grounds, if any, for their qualifying as independent.

Stock-option plan reserved to the Company’s executive directors - authorization to purchase and dispose of treasury shares - related and consequent resolutions
The shareholders’ meeting is called upon to approve the following with a single vote:

  • an assignment of options to purchase Telecom Italia ordinary shares to the Chairman of the Board of Directors and the Managing Director (hereinafter “the Plan”);
  • authorization to purchase up to a maximum of 11,400,000 ordinary treasury shares for the implementation of the Plan.

The Plan is addressed to the Company’s current executive directors, Gabriele Galateri di Genola and Franco Bernabé, conditional on their confirmation as Chairman and Managing Director upon renewal of the Board of Directors.
The Plan provides for the award of options for the purchase of 11,400,000 Telecom Italia ordinary shares at a price equal to €1.95 per share or, if higher, at a price equal to the arithmetical average price of the ordinary shares in the last month with respect to the date of the assignment of the options. The Plan provides for the entitlement to exercise purchase rights (vesting) after three years from the assignment of the options, subject to continuing relationship with the Company; and except in the case of early vesting; the entitlement to exercise 25% of the options is subject to predetermined equity performance parameters. The Plan will be fully described in an ad hoc information document.
With regard to the authorization to purchase treasury shares for the exercise of the stock options, the proposal is for the Board of Directors to be authorized for the maximum duration permitted by the applicable law (eighteen months). The consideration for the purchases, to be made on regulated markets, must be between a minimum and a maximum corresponding to the weighted average of the official prices of the ordinary shares recorded by Borsa Italiana S.p.A. in the last ten days of trading before the purchase date, respectively decreased or increased by 10%. For the implementation of the Plan, the proposal is to authorize the Board of Directors to dispose of the treasury shares acquired under the authorization referred to above or in any case available to the Company.

Amendment of the following articles of the Company’s bylaws: 9 (Board of Directors); 17 (Board of Auditors); and 18 (Shareholders’ Meeting) - related and consequent resolutions
The extraordinary shareholders’ meeting is called on to approve, separately, article by article, a series of changes to the bylaws serving to bring the content into line with rules currently in force and to enhance the effectiveness of the internal corporate bodies.
As regards article 9, the following amendments are proposed: reducing the maximum number of Board members from 23 to 19; expressly referencing existing rules to the nomination and appointment procedure; extending to the appointment of the Board of Directors Consob rules referring to the appointment of the Board of Statutory Auditors, with subsequent simplification of the publishing requirements of the slates of candidates (elimination of the provision calling on shareholders to publish their slates in at least one newspaper at their own expense).
As regards article 17, the following amendments are proposed: increasing the number of alternate auditors from two to four, two of which are to be taken from the so called Majority Slate and two from the so called Minority Slates; subsequent amendments of the procedures for the appointment and substitution of Statutory Auditors.
As regards article 18, the possibility to convene the annual shareholders’ meeting within 180 days from the end of the fiscal year is deleted, as - according to Italian law - the annual financial statements are required to be made public no later than 120 days from the end of the fiscal year.
None of the proposed amendments will result in shareholders being entitled to withdraw.

Documentation

The reports and proposed resolutions for all the items on the agenda as well as the information document concerning the Plan will be made available to the public at the Company’s registered office and at Borsa Italiana S.p.A., together with the documentation regarding the financial statements, not later than 28 March 2008, inter alia to comply with Article 82.2 of Consob Regulation 11971/1999, as amended.
The Company’s registered office will be open to the public and shareholders for consultation and/or consignment of the above documentation on weekdays, Monday through Friday, from 10.00 a.m. to 1.00 p.m. and from 3.00 p.m. to 5.00 p.m.
The documentation for the meeting will also be posted on the Company’s website (http://www.telecomitalia.it)

Shuttle bus service to and from Rozzano

Buses will be provided to take shareholders to the meeting place on 14 April 2008 (with departures at 8.30, 9.00 and 9.30 a.m. from Telecom Italia’s registered office, at 2 Piazza degli Affari, Milan) and back after the meeting.
Shareholders wishing to use the service are requested to book not later than 11 April 2008 by calling the toll-free number 800899389 or sending an e-mail to navette.assemblee@telecomitalia.it.

Additional information
Requests for further clarifications or information may be made by:

  • calling the toll-free number 800020220 (for calls from within Italy)
  • calling +39 011 2293603 (for calls from abroad)
  • sending an e-mail to corporate.affairs@telecomitalia.it

2007 Annual Report (file .pdf, 4.3 Mb)Board of Statutory Auditors' report (file .pdf, 84Kb)Reports and proposed resolutions (file .pdf, 83 Kb)Information Document concerning the stock option plan reserved to the Company's Executive Directors (file .pdf, 127 Kb, Italian version only) - The English version will be available as soon as possible Slate of candidates for the appointment as Directors presented by Arca SGR S.p.A., UBI Pramerica SGR S.p.A., BNP Paribas Asset Management SGR S.p.A., Monte Paschi Asset Management SGR S.p.A., Eurizon Investimenti SGR S.p.A., Pioneer Investment Management SGR p.A., Pioneer Asset Management S.A., Eurizon Capital SGR S.p.A., Eurizon Capital S.A., Fideuram Investimenti SGR S.p.A., Fideuram Gestions S.A., Interfund Sicav (file .pdf, 939 Kb) Slate of candidates for the appointment as Directors presented by Telco S.p.A. (file .pdf, 2.6 Mb) Slate of candidates for the appointment as Directors presented by Findim Group S.A. (file .pdf, 752 Kb)