Ordinary and extraordinary shareholders' meeting

11/07/2001 - 00:00 PM

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The Telecom Italia Shareholders´ Meeting took place today in ordinary and extraordinary session in Turin under the chairmanship of Marco Tronchetti Provera.

Ordinary session
The Shareholders´ Meeting appointed the following Directors, and set the number of directors at fifteen: Gilberto Benetton, Enrico Bondi, Carlo Buora, Umberto Colombo, Luigi Fausti, Francesco Denozza, Guido Ferrarini, Paolo Maria Grandi, Natalino Irti, Gianni Mion, Massimo Moratti, Carlo Alessandro Puri Negri; Pier Francesco Saviotti and Marco Tronchetti Provera. In view of the special powers vested in him by charter, the Minister for the Economy and Finance selected Roberto Ulissi as board member. This Board of Directors shall remain in position until adoption of the accounts for the 2003 financial year.

The Shareholders´ Meeting also granted the Company´s Board of Directors authorization for the buyback of ordinary and/or savings shares to a maximum value corresponding to €1.5 billion, for a total number of shares not exceeding 10% of registered capital as prescribed by law, in order to undertake an act of stabilization to improve liquidity on the market, promote normal trading conditions and facilitate a general correlation between the share price and its intrinsic value.

The share buyback may be undertaken on one or more occasions within the next 18 months, and shall be undertaken in accordance with conditions agreed with Borsa Spa in order to guarantee equal treatment of shareholders. The purchase price of each share must not be more than 15% above or below the average reference price registered on the official market during the three sessions prior to each individual operation. Not subject to time restrictions, the Board of Directors may dispose of the shares purchased in this manner. Disposal of the shares may take place on one or more occasions and the shares may be disposed of via sale or exchange, inclusive of any stock option plans that may be put in place. The Shareholders´ Meeting granted the Chairman and Vice-chairman of the Board of Directors all powers necessary for implementation of this ruling.

Lastly, in ordinary session the Shareholders´ Meeting decided upon the final balance to be paid to external auditors PricewaterhouseCoopers for the work undertaken on the audit of the operating and consolidated accounts for the 2000.

Extraordinary session
The Shareholders´ Meeting made provisions for the amendment of a number of articles in the company bylaws.

Specifically:
- the Company´s registered office has been moved to Milan, 2 Piazza degli Affari (article 2);
- termination of the Board of Directors, following the default of the majority of its members, shall come into effect from the moment in which the Board is reconstituted by Shareholders´ Meeting appointment (article 10);
- the Board of Directors may provide for the attribution of executive powers to one or more Directors, if necessary with the status of CEO (article 14), who are awarded the powers of signature and legal representation of the Company (article 15);
- meetings of the Board of Auditors may be conducted via video and audio conferencing (article 17);
- the Shareholders´ Meeting may meet in ordinary and extraordinary session at locations other than the registered office provided that the location is in Italy (article 18).

After the conclusion of Shareholders´ Meeting the Board of Directors met and approved the appointment of Marco Tronchetti Provera as Chairman of the Board, vested with executive powers, Gilberto Benetton as Vice-chairman, and Enrico Bondi and Carlo Buora as Chief Executive Officers.

In accordance with the Company´s Code of Self-Discipline, the Board of Directors made arrangements for the establishment of a Committee for Internal Audit and Corporate Governance Committee, consisting of Guido Ferrarini, Natalino Irti and Roberto Ulissi, and for the establishment of a Directors´ Remuneration Committee comprised of Umberto Colombo, Luigi Fausti and Pier Francesco Saviotti.

The Telecom Italia Board of Directors will meet on 13 November to examine the third-quarter accounts.