Telecom Italia: Shareholders’ meeting held

04/13/2006 - 09:00 AM

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TELECOM ITALIA APPROVES  2005 RESULTS

NOMINATES DIANA BRACCO AND VITTORIO MERLONI TO BOARD,
NUMBER OF INDEPENDENT BOARD MEMBERS
RISES TO 13 OUT OF 21

ELECTS NEW STATUTORY AUDITORS, NOMINATING PAOLO GOLIA, FROM THE MINORITY SHAREHOLDERS’ LIST AS PRESIDENT

AUTHORIZES BUY BACK TO A MAXIMUM OF 1 BILLION EURO

An ordinary Meeting of Shareholders of Telecom Italia took place today, chaired by Marco Tronchetti Provera.

The Shareholders’ Meeting:

-  approved Telecom Italia SpA’s results for 2005, establishing the distribution of a dividend of 0.1400 euro per ordinary share and 0.1510 euro per savings share. The dividend will be paid beginning 27 April 2006, with an ex-coupon date of 24 April 2006;

-  decided on a 5-member Board of Statutory Auditors and nominated, through votes on the basis of slates:
from the majority’s slate (presented by shareholder Olimpia S.p.A.)
• Ferdinando Superti Furga
• Gianfranco Zanda
• Salvatore Spiniello
• Enrico Laghi (additional member)
From the minority’s slate (presented by Italian institutional investors)
• Paolo Golia (who was also nominated President of the Board of Statutory Auditors)
• Stefano Meroi
• Enrico Maria Bignami (additional member)

The curricula of the newly nominated members are available on the Company’s website, in the “Investors” area;

-  decided upon additional members for the Board of Directors nominating
• Diana Bracco
• Vittorio Merloni

Both Members are considered independent as they satisfy the requisites indicated in the Code of Self-Regulation developed by the Corporate Governance Committee of quoted Companies.

The Board is thus composed of 13 independent Directors out of a total of 21 Board Members.

The curricula of the newly nominated members are available on the Company’s website, in the “Investors” area;

-  authorized, for a period of 18 months, the acquisition of the Company’s ordinary and/or savings shares, in accordance with the law and, however, within a maximum limit of expenditure of 1 billion euro. The Shareholders’ Meeting also gave the Board of Directors the option of proceeding, over the same period, with the alienation of the Company’s ordinary or savings shares acquired or already owned by the Company, the annulment of which is not, at present, foreseen.
As already announced on 7 March 2006, the Board has been given an instrument of broad scope, to use only if and when the opportunities present themselves.

-  re-approved the activities and emoluments for the auditor, Reconta Ernst & Young S.p.A., for the third and final accounting year of the period 2004-2006, in light of changes to the legal framework made since the original proposal was formulated (February 2004) and taking into account the completion of the integration of Tim Italia S.p.A. (effective from 1 March 2006).

Rozzano (MI), 13 April 2006