Telecom Italia: the proposal to make changes to the bylaws also on the agenda of the shareholders' meeting

03/19/2015 - 07:26 PM

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The Board of Directors of Telecom Italia, at a meeting today chaired by Giuseppe Recchi, has resolved to call the ordinary shareholders' meeting for 20 May 2015 (single call), at the auditorium in Rozzano (Milan), Viale Toscana n. 3.

The following will be proposed to the Shareholders' meeting:

  • approval of the financial statements
  • distribution of only the privileged dividend to savings shares, in the amount of 2.75 euro cents per share (in line with that already announced when presenting the industrial plan);
  • approval of the report on remuneration, in the section relating to the remuneration policy for 2015;
  • appointment of the Board of Statutory Auditors for FYs 2015-2017, to be made by means of the slate voting system (and for the first time applying the gender balance rule);
  • the introduction of a deferral mechanism by means of the liquidation in ordinary shares of a portion of the short-term incentive, with reference to the 2015 MBO cycle for the Top Management and a selected number of executives. The details of the initiative will be stated in the information document which will be published within the terms of the law;
  • granting of powers to increase the share capital to service said remuneration plan, by means of the allocation of profits for up to a maximum of 25,500,000 euros, to be allocated when approving the financial statements. The maximum amount of the share capital increase authorised will be 46,363,635 new-issue ordinary shares, for a maximum dilution of 0.24% of the total capital and 0.34% of the ordinary shares only at 31 December 2014;
  • the amendment of some statutory rules regarding the Board of Directors and Board of Statutory Auditors;
  • the merger by incorporation of the subsidiary TI Media, as per separate joint press release.

 

The work proposed on the Bylaws essentially relates to:

  • clarification regarding the entitlement to submit slates for the renewal of the Board of Directors and the Board of Statutory Auditors (0.5% of the ordinary share capital or less), as specified by the Company (at the request of Consob) in view of the Shareholders' Meeting of 16 April 2014 (renewal of the Board of Directors) and as also confirmed this year for the renewal of the Board of Statutory Auditors;
  • the introduction of a principle of independence (in accordance with the law and/or the Corporate Governance Code of Borsa Italiana), when renewing the Board of Directors, for at least half of the candidates and elected directors on each slate;
  • the amendment of the majority premium, when renewing the administrative body, to 2/3 of the Directors to be elected (at present, the Bylaws establish that 4/5 of the seats shall be assigned to the majority slate);
  • a change to the mechanism for convening the Board of Directors at the request of the Directors, attributing this right to 2 Directors (rather than to one fifth of the Directors in office), in a similar way to the legal provisions regarding Auditors.

The notice calling the meeting will be published over the next few days, whilst the other pre-meeting documentation will be made available in accordance with applicable regulatory terms.

The dividends will be made payable  to the entitled parties based on the evidence in the share deposit accounts at the end of the record date of 23 June 2015, starting from the coming 24 June 2015, while the coupon date will be 22 June 2015.

As regards said merger, the start date from which the block shall apply to the faculty to convert the "Guaranteed Subordinated Mandatory Convertible Bonds due 2016 convertible into ordinary shares of Telecom Italia S.p.A.”, issued by Telecom Italia Finance SA in November 2013, is postponed to 30 March 2015 to allow for any conversion in the period of 30 days from publication of the notice of the launch of the Telecom Italia Media merger process, made in the Official Gazette on 26 February 2015.


                                                                                  ***

The Board of Directors has ascertained that the board as a whole continues to meet the requirements and that the Directors Benello, Calvosa, Cattaneo, Cioli, Cornelli, Gallo, Kingsmill, Marzotto and Valerio continue to meet the independence requirements set forth in the Borsa Italiana Code. It has also ensured that said Directors and Director Fitoussi meet the legal independence requirements.

 

Rome, 19 March 2015

AGM and Meetings