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05/24/2005 - 03:15 PM

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Telecom Italia Media: Resolution passed for a buyback of up to 10% of the company's ordinary and savings shares and a subsequent decrease of capital

The present Offer is intended for all shareholders of Telecom Italia Media without discrimination and on equal conditions, but is not being promoted directly or indirectly in the United States of America, Canada, Australia or in any country outside Italy where such a promotion requires approval from the relevant local authorities or where it breaches local rules or regulations (“Other Countries”). Similarly, no orders received directly or indirectly from the United States, Canada and Australia or from any of the Other Countries in which participation in the offer is contrary to local law shall be considered valid or effective. The present Offer is not directly or indirectly intended for, nor may it be accepted in, the United States, Canada and Australia or any of the Other Countries through the services of any regulated market of the United States, Canada and Australia or Other Countries, nor through the postal services or through any other means of communication or national or international commerce referring to the United States, Canada and Australia or Other Countries, including but not limited to such channels as the postal network, fax, telex, electronic mail, telephone and the Internet or any other IT tool or platform. Similarly, any orders made by means of these services, channels or tools shall not be considered valid or effective. The information contained in this communication does not constitute an invitation to purchase or sell financial instruments in the United States of America, Canada and Australia or Other Countries.

 

Shareholders’ Meeting Held

The Telecom Italia Media (Telecom Italia Group) Shareholders’ Meeting took place today in Rozzano, chaired by Riccardo Perissich.

In ordinary session, the Meeting passed a resolution authorizing the buyback of ordinary and savings shares up to the maximum limitset by law (10% of each class of share) through a proportional voluntary public purchase offer for an aggregate total of 364,251,922 ordinary shares at a unit price of €0.40, and for a total of 6,107,273 savings shares at a unit price of €0.33. The maximum aggregate countervalue of the offer corresponds to €147.7  million.

In extraordinary session, the Shareholders’ Meeting passed a resolution for a decrease of  share capital through the cancellation of the shares acquired by means of this offer.

Today’s decisions come under the framework of a  restructuring project approved by the TI Media Board of Directors on April 4, 2005 (announced to the market that same day), that entails the cash sale to the Telecom Italia Group of TI Media’s Internet activities, consisting of the Tin.it company unit and the Virgilio portal, for a total price of €950 million. The purpose of the project is to refocus TI Media’s business on media activities by accruing the necessary financial resources while, at the same time, responding to the need to rationalize the Telecom Italia Group’s Internet sector presence.

Under this framework, the buyback provides TI Media shareholders an opportunity to monetize a portion of their investments at economic conditions based on valuations adopted for the sale of Internet asset. The recommended price incorporates a premium of around 20% over the average of official stock market prices over the six-month period up to April 1, 2005 inclusive, the last day of share trading prior to the Board Meeting where the plan was adopted.

By confirming that it will not take up the offer, Telecom Italia is ensuring that the entire countervalue of the offer will be available to the market. If the public purchase offer is fully subscribed (and taking into account the subsequent cancellation of the bought back shares), Telecom Italia’s controlling stake will rise from approximately 62.5% (60.4% held directly, 2.1% held indirectly through Telecom Italia Finance) to approximately 69.4%.

Rozzano, May 24, 2005