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Shareholders' Meeting – 20 December 2013: proposed revocation and subsequent appointment of the entire Board of Directors through voting by slates

11/09/2013 - 06:00 AM

In the case of approval of the proposal of the shareholder Findim Group S.A. for removal of the current Board of Directors,  the Shareholders' Meeting will be called to appoint a new Board of Directors.

The appointment of the new Board of Directors (their number, term of office and remuneration which will be established with majority vote by the Shareholders' Meeting) will be appointed on the basis of slates presented by shareholders who, jointly or separately, hold shares representing at least 1% of the ordinary share capital (percentage established by Consob with resolution of  30 January 2013).

Pursuant to article 9.3 of the Company’s Bylaws, each shareholder may present a single slate, alone or jointly with others, and each candidate may be presented in a single slate, on penalty of ineligibility.

The slates must be presented by 25 November 2013

  • at the Registered Office at the following address:
    TELECOM ITALIA S.p.A.
    Corporate Affairs

    Piazza degli Affari n. 2
    20123 MILAN - ITALY

  • or by e-mail to the following address assemblea.azionisti@pec.telecomitalia.it

producing the certificates proving entitlement to exercise this right by 29 November 2013. Registration of increases or decreases in the number of shares held in the accounts of the presenting shareholder after the date of filing of the slate shall have no effect on their entitlement to the exercise of their right.

The following documents must be filed with each slate:

  • for each candidate,
  1. acceptance of candidacy,
  2. a declaration attesting that no causes of ineligibility or incompatibility exist, and that the candidate possesses the requisites of independence specified in Legislative Decree no. 58/1998 (the CFL) and/or the Corporate Governance Code of Borsa Italiana,
  3. (an exhaustive report on the personal and professional characteristics of the candidate, indicating any appointments as director or auditor of any other company. Any variations that might occur prior to the day the shareholders’ meeting takes place must be promptly communicated to the Company.
  • the shareholders submitting a slate must also present the information relating to their identity, indicating the total number of shares held by them.

Consob advises shareholders presenting a ?minority slate’ to file, together with the slate, a declaration attesting the “absence of any connecting relations, including indirect relations, pursuant to Article 147-ter, subsection 3, of the CLF and Article 144-quinquies of the Consob Issuer's Regulations, with shareholders who jointly or severally hold a controlling shareholding or a shareholding of relative majority, when this can be identified on the basis of the notices of major shareholdings pursuant to Article 120 of the CLF or the publication of any shareholder agreements pursuant to Article 122 of that law", specifying any relations that may exist with said controlling or relative majority shareholders (Consob Communication no. 9017893 of 26 February 2009).

The shareholder has no publication responsibilities, the Company being responsible for making public the information on properly filed slates. This information will be published at the Registered Office and at Borsa Italiana S.p.A., as well as on the company website www.telecomitalia.com/agm, no later than 29 November 2013.

Any proposals by shareholders submitting slates concerning the number of directors, their term of office or the remuneration of the Board being appointed formulated at the same time will be made public by the Company in the same way.

Regarding the composition of the slates it should also be remembered that the principle of gender equality will apply to the possible renewal of the Board of Directors, assigning to the less represented gender one fifth of the total Directors to be elected; in the event of a fractional number, it shall be rounded up to the nearest whole number. See article 9.7 of the Company’s Bylaws, which may be consulted on the website www.telecomitalia.com.

Shareholders intending to present a slate are invited to contact the Company’s Corporate Affairs office in advance to define all the necessary details.

Reference Regulation