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Notice of Noteholders' Meeting - March 20, 2018

02/16/2018 - 08:00 AM

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TIM S.p.A.
A company directed and coordinated by Vivendi S.A.
Registered Office in Milan at Via Gaetano Negri no. 1
General Administration and Secondary Office in Rome at Corso d’Italia no. 41
PEC - Certified Electronic Mail: telecomitalia@pec.telecomitalia.it Electronic
Share capital 11,677,002,855.10 euros fully paid up
Tax Code/VAT Registration Number and Milan Business Register Number 00488410010

 

Bond issue Telecom Italia S.p.A. Euros 1,250,000,000 5.375
per cent. Notes due 2019 (the “Loan”)

 

                        NOTICE OF SHAREHOLDERS’ MEETING


According to the Trust Deed that regulates the Loan, those entitled to vote in the meeting of the noteholders of the above bond issue are called to a Meeting in Milan at the Registered Office of TIM S.p.A., in Via Gaetano Negri 1, at 12 a.m. on March 20, 2018 in a single call to discuss and vote on the following

                                            Agenda

  • Appointment of the Common Representative of the noteholders: related and consequent resolutions

Proposals regarding the appointment of the Board of Directors

The noteholders who, also jointly, represent at least 2.5% of the Loan may submit proposals on matters on the agenda, and request that the matters to be dealt with by the Noteholders’ Meeting be supplemented. The request and a report illustrating its rationale, together with a copy of an identity document of the requesting party, must be received within 10 days of publication of this notice, either on paper to the following address:


    TIM S.p.A.
    Corporate Affairs – Ref. Agenda Noteholders’ Meeting
    Via Gaetano Negri 1
    20123 MILAN - Italy,


or by e-mail to the following address
assemblea.obbligazionisti@pec.telecomitalia.it.
Entitlement to exercise this right is dependent on the receipt by the Company of a specific communication from an intermediary attesting ownership of the notes indicated above at the date of the request.

Documentation

At the registered office of the Company and through the “1INFO” (www.1info.it) storage mechanism, as well as on the Company website http://www.telecomitalia.com/tit/en/investors/financial-profile/bonds/telecom_italia/xs0184373925.html the report by the Common Representative is available to the public as of the date of publication of this notice.


The Trust Deed regarding the Loan is available on the website http://www.telecomitalia.com/tit/en/investors/bondholders/telecom_italia/xs0184373925.html.


The documentation may be requested using the contact details at the end of this notice; the Company will not take into account any requests made on previous occasions.

Questions before the Noteholders' Meeting

The Noteholders may ask questions on the topics on the agenda before the Meeting, to be received by March 17, 2018, complete with a copy of an identity document, by e-mail to the following address assemblea.obbligazionisti@pec.telecomitalia.it. Entitlement to exercise the right is dependent on the receipt by the Company of a specific communication from an intermediary that attests ownership of the notes, or entitlement of the person asking the question to vote in the forms and within the terms specified in the Trust Deed.

Entitlement to attend and the exercise of the vote

To attend and vote at the Meeting those entitled shall ensure, directly or through the intermediary who maintains the account in which the notes are registered, that the Paying Agent certifies that they hold the notes on which they intend to vote, in the forms and within the terms specified in the Trust Deed.

Principal Paying Agent
The Bank of New York Mellon
One Canada Square (London)
E14 5AL L-1736
debtrestructuring@bnymellon.com
Tel. + 44 (0) 1202 689644


Luxemburg Paying Agent
The Bank of New York Mellon SA/NV, Luxembourg Branch
2-4 rue Eugene Ruppert
Vertigo Building – Polaris
L-2453 Luxembourg

 

The arrangements for appointing a proxy to exercise the right to vote are disciplined in the Trust Deed.
In view of the above a printable version of the form to confer a proxy is available on the company website
http://www.telecomitalia.com/tit/en/investors/bondholders/telecom_italia/xs0184373925.html
The duly completed and signed proxy form must be delivered by March 19, 2018 to


TIM S.p.A.
Corporate Affairs – Ref. Noteholders Proxy
Via Gaetano Negri n. 1
20123 Milan – Italy
The proxies may be notified in advance to the Company by e-mail to the address assemblea.obbligazionisti@pec.telecomitalia.it.

Total number of shares and right to vote

At February 16, 2018, the subscribed and fully paid in share capital of Telecom Italia is equal to 11,677,002,855.10 euros, divided into 15,203,122,583 ordinary shares (with the right to vote in ordinary and extraordinary meetings of the shareholders of the Company) and 6,027,791,699 savings shares (with the right to vote in special savings shareholders’ meetings), all without par value.
The total amount of the Loan in circulation at the date of this notice is Euro 832,400,000.

Organisation

To participate in the meeting, those with voting rights and their representatives are invited to present themselves before the time scheduled for the start of the meeting, with an identity document; accreditation activities will start at 11.00 a.m. on March 20, 2018.

Further information

The registered office of the Company is open to the public on working days, from Monday to Friday between 10.00 a.m. and 1.00 p.m. (CET).
For any requests or information, contact:

  • toll-free number 800020220 (for calls from inside Italy)
  • telephone +39 011 2293603 (for calls from outside Italy)
  • e-mail address assemblea.obbligazionisti@pec.telecomitalia.it