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05/20/2005 - 03:45 PM

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Telecom Italia Media: Restructuring of Internet activities continues

Resolution adopted to transfer Tin.it Business Division to Nuova Tin.it (a wholly-owned TI Media subsidiary)

The Board of Directors of Telecom Italia Media SpA (a Telecom Italia Group company), met today under the chairmanship of Mr Riccardo Perissich, and resolved to spin off the services provided by the “Tin.it” business division by transferring the entire division itself to “Nuova Tin.it srl”, a company formed on 19 April 2005 and wholly owned by Telecom Italia Media.

The operation is part of a restructuring plan approved by the Board of Directors of TI Media on 4 April 2005, and communicated to the market on the same date. It marks a preparatory step towards the sale, scheduled for 1st June 2005, of TI Media’s internet activities to the Telecom Italia Group for €950 million (of which €880 million refers to Nuova Tin.it and €70 to the activities connected with the “Virgilio” web portal).

To clear the way for the transfer to Nuova Tin.it, an expert, appointed pursuant to Article 2465 of the Civil Code, evaluated Tin.it’s legal value.

With reference to the spin-off and the evaluation mentioned above, a Meeting of Shareholders of Nuova Tin.it resolved today to effect a paid-up capital increase for a nominal amount of €9,990,000 that will raise the nominal share capital of their company from €10,000 to €10,000,000. The share premium value amounts to €27,731,804.29. The total value of the capital increase (nominal value plus share premium) equals €37,721,804.29. The capital will be obtained exclusively by means of payment in kind, consisting of the transfer of the business division (Tin.it) object  of the operation.

The scope of reference encompasses all  assets, liabilities and legal relations that refer to or are in any way connected with Telecom Italia Media’s internet access business.

The spin-off, carried out in compliance with Article 176, Paragraph 1 of the Consolidated Income Tax Law ratified by Presidential Decree 917 of 22 December 1986, has no tax effect, and therefore does not involve capital gains or losses. Nuova Tin.it Srl shall substitute Telecom Italia Media in respect of the tax positions of all the assets and liabilities transferred to it.

 

Milan, 20 May 2005