Telecom Italia Media: Shareholders' Meeting held

04/08/2011 - 03:30 PM

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2010 financial statements approved

New Board of Directors nominated: Severino Salvemini appointed Chairman

Giovanni Stella reappointed Deputy Chairman and Chief Executive Officer

Articles 8, 10 and 20 of the company bylaws amended

The Telecom Italia Media Shareholders’ Meeting met today in ordinary and extraordinary session, chaired by Independent Director Mario Zanone Poma.

During the meeting Deputy Chairman and CEO Giovanni Stella remembered Professor Berardino Libonati, former Chairman of Telecom Italia Media who passed away on 30 November 2010, and paid tribute to the distinguished jurist's outstanding human qualities. In a lengthy university career Professor Libonati contributed to the development of modern corporate law and his work led to a greater stability of company structure in Italian business, facilitating the transition towards the liberalisation of major sectors of the economy during the privatisation process.


The Ordinary Shareholders' Meeting examined and approved the 2010 financial statements.


Consolidated revenues rose by €31.2 million to €258.5 million (+13.7%) from €227.3 million in FY 2009, mainly thanks to higher revenues from the Network Operator (TIMB).


EBITDA grew by €20.5 million to reach a positive €13.2 million from last year's loss (-€7.3 million), while EBIT came to -€46.0 million, an improvement of €21.6 million (-€67.6 million in FY 2009).


The net result improved by €18.1 million to -€54.4 million (-€72.5 million in FY 2009).


FY 2010 revenues for the parent Telecom Italia Media S.p.A. amounted to €115.6 million, up €1.9 million (+1.7%) compared with 2009 (€113.7 million). EBITDA stood at -€35.6 million, a €2.2 million improvement compared with 2009 (-€37.8 million). Both EBIT and the net result for FY 2010, -€159.2 million and -€153.2 million respectively, were impacted by a goodwill write-down (-€96.3 million) following impairment testing which confirmed the asset valuation presented in the consolidated statements.


The Ordinary Shareholders’ Meeting appointed the new Board of Directors, nominating 13 directors who will hold the position for three years until the approval of the financial statements at 31 December 2013.



Directors:


Severino Salvemini

Giovanni Stella

Irene Bignardi

Adriano De Maio

Candido Fois

Mauro Giusto

Lorenzo Gorgoni

Andrea Mangoni

Alessandro Ovi

Davide Rampello

Sergio Ristuccia

Fabio Alberto Roversi Monaco

Mario Zanone Poma


The Meeting also set the total annual compensation for the Board of Directors of Telecom Italia Media S.p.A. at €1,100,000.00, to be divided among its members as the Board shall decide.


The curricula of the newly appointed directors are available on the company web site (www.telecomitaliamedia.it/et/content/board).


The Ordinary Meeting also approved several amendments to the Shareholders’ Meeting Regulations ensuing from recent legislative changes.

The Extraordinary Session approved amendments to articles 8, 10 and 20 of the Company Bylaws, essentially to completely bring them into line with the introduction of the so called Shareholders Rights Directive into national law.

The amendments give the Board of Directors the faculty to: (i) convene a combined (ordinary and extraordinary) shareholders' meeting; (ii) convene the shareholders' meeting to approve the financial statements within 180 days of the end of the financial year; (iii) permit electronic voting prior to the shareholders’ meeting; (iv) appoint for each shareholders' meeting one or more representatives on whom the shareholders may confer a free mandate.

The Ordinary Shareholders’ Meeting was also granted powers to authorise transactions with related parties of greater importance, even against the advice of the independent directors (as per the procedure to carry out related party transactions adopted by the Board of Directors' meeting of 25 November 2010).


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The Board of Directors, held after the Shareholders’ Meeting, appointed Professor Severino Salvemini as Chairman and confirmed Mr. Giovanni Stella in the position of Deputy Chairman and CEO.



The Board of Directors nominated Severino Salvemini as legal representative of the company in conformity with law and the Company Bylaws and to grant Mr. Stella all powers to represent the company and to exercise, by separate signature, all duties pertinent to company business, with no exclusions, as well as full responsibility for the governance of the company and the group.

The Board also ascertained that directors Irene Bignardi, Adriano De Maio, Lorenzo Gorgoni, Davide Rampello, Sergio Ristuccia, Fabio Alberto Roversi Monaco and Severino Salvemini qualify as independent pursuant to article 148, paragraph 3, of Legislative Decree 58/1998 and the Code of Conduct of the Borsa Italiana.

Finally, the Board nominated the:

  • Internal Control and Corporate Governance Committee composed of Directors Adriano De Maio, Lorenzo Gorgoni, Severino Salvemini;
  • Remuneration Committee composed of Directors Sergio Ristuccia, Fabio Alberto Roversi Monaco, Severino Salvemini.



     

Rozzano (MI), 8 April 2011