Telecom Italia Media: Financial Statements 2003 approved

05/05/2004 - 00:00 PM

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For the purposes of greater clarity in showing the performance of Telecom Italia Media SpA and the Group, the key financial and business data (reported below) were recontrstructed down to the operating result, taking into account the spin-off of Seat Pagine Gialle SpA, effective as of August 1, 2003.

Shareholders’ Meeting

BYLAWS CHANGED TO FACILITATE THE PRESENTATION OF MINORITY SHAREHOLDERS’ LISTS


The General Shareholders’ Meeting of Telecom Italia Media (Telecom Italia Group) met today in Rozzano, under the Chairmanship of Riccardo Perissich, both in ordinary and extraordinary sessions.

In its ordinary session, the Shareholders’ Meeting examined and approved the Financial Statements for 2003, presented by the CEO Enrico Parazzini.

Consolidated revenues amounted to €594.6 million (+3% compared to 2002). Net of the changes in the consolidation area, the organic growth of revenues was 25%. The main contributors to this result were the Internet Area, which achieved a notable 80% growth in revenues and the Television Area, which posted a 28% increase in revenues. Gross operating profit amounted to €11.6 million (+142% compared to 2002) and operating loss before the amortization of consolidation differences was €71.9 million, thus improving by 39% compared to 2002. Operating loss amounted to €103 million, with an improvement of 33% compared to the same period in 2002 (+35% organic growth, net of the effect of changes in the consolidation perimeter). As of December 31, 2003, the net financial position of the Telecom Italia Media Group was positive at €58.7 million and shareholders’ equity was €474.2 million.

Telecom Italia Media SpA revenues for 2003 amounted to €223 million (+94% compared to 2002). Gross operating profit was €20.2 million. Operating loss for the year improved significantly (+51%) compared to 2002: more than halved to € -25.1 million (compared to a loss of €51.1 million in 2002).

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The Shareholders’ Meeting in its ordinary session nominated the Board of Directors and the Board of Statutory Auditors whose mandates had expired, and set the number of members of the Board of Directors at thirteen and the number of members of the Board of Statutory Auditors at three. The period of office of the Board of Directors was fixed at one year up until the approval of the Financial Statements for 2004.

The Shareholders appointed the following Company Directors:
Riccardo Perissich
Enrico Parazzini
Carlo Bertazzo
Adriano De Maio
Candido Fois
Giulia Ligresti
Romano Marniga
Gianni Mion
Gianfranco Negri Clementi
Alessandro Ovi
Giuseppe Angelo Parrello
Giovanni Sabbatucci
Mario Zanone Poma

Giovanni Fiori (Chairman), Tiziano Onesti and Salvatore Spiniello were appointed as acting auditors.

Still in its ordinary session, the Shareholders’ Meeting passed a Resolution to approve and adopt a new set of Shareholders’ Meeting Regulations to replace the previous ones, made more suitable for the organizational and procedural requirements of the meetings and to the relative current legislation. It then passed a Resolution to adjust the audit fee to be paid to Reconta Ernst & Young SpA for 2004.


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In its extraordinary session the Shareholders’ Meeting approved a series of changes to the Company Bylaws in order to align them with the legal reform relative to Joint Stock Companies, i.e. the so called Vietti Law.

Furthermore, in line with the orientation of the company towards the reinforcement of its own rules of corporate governance, the minimum share ownership threshold necessary for the shareholders to present lists of candidates for the office of Director or Statutory Auditors was reduced from 3% to 0.5%. This represents an advantage for minority shareholders because it facilitates the achievement of the conditions necessary for the presentation of a list of candidates. In order to make said new measures contained in the Bylaws applicable as soon as possible, the duration in office of the Board of Directors, nominated today according to the current rules, was set by the Shareholders’ Meeting in its ordinary session as being for one year only, as previously stated.

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The Board of Directors, meeting at the end of the Shareholders’ Meeting, confirmed Riccardo Perissich in office as the Chairman of the Company, Giuseppe Parrello as Vice Chairman and Enrico Parazzini as CEO, giving them the necessary powers to carry out corporate operations.

In compliance with the Self-Regulatory Code of the Company, the Board of Directors set up the Committee of Internal Control and Corporate Governance made up of Directors Mario Zanone Poma, Gianfranco Negri Clementi and Alessandro Ovi as members of the Committee, and the Remuneration Committee made up of Directors Adriano De Maio, Candido Fois and Mario Zanone Poma.