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Notice of Shareholders' Meeting - May 4, 2018

03/24/2018 - 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

                        NOTICE OF SHAREHOLDERS’ MEETING

Those entitled to vote in the Meeting of the Ordinary Shareholders of Telecom Italia S.p.A. are hereby called to meet at 11.00 am on  4 May 2018 for the ordinary meeting (in a single call) in Rozzano (Milan) at Viale Toscana 3, to discuss and resolve on the following

                                            Agenda

  • Appointment of the Board of Directors - Determination of the number of members of the Board of Directors
  • Appointment of the Board of Directors - Determination of the Board of Directors’ term of office
  • Appointment of the Board of Directors - Appointment of the Directors by slate vote
  • Appointment of the Board of Directors- Determination of the remuneration of the Board of Directors

Proposals regarding the appointment of the Board of Directors

The appointment of the Board of Directors will be made on the basis of slates presented by shareholders who, jointly or separately, hold shares representing at least 0.5% of the ordinary share capital. The slates must be submitted to the Registered Office of the Company or sent via the e-mail address assemblea.azionisti@pec.telecomitalia.itby 9 April 2018, producing the certificates proving entitlement to exercise this right by 13 April 2018. 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.
Regarding the requisites for the composition of the slates reference is made to art. 9 of the Company’s by-laws, which may be consulted on the website
www.telecomitalia.com.

The following documents must be filed with each slate:

  • for each candidate, (i) acceptance of candidacy, (ii) 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 “Consolidated Law on Financial Intermediation” “CFL”) and/or the Corporate Governance Code of Borsa Italiana, (iii) 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.

Consob recommends that shareholders filing “a minority slate” file together with the slate itself a declaration certifying the absence of affiliation relations, also indirectly, as specified in art. 147-ter, section 3 of the Consolidated Law on Financial Intermediation and art. 144-quinquies of Consob Regulation n. 11971/1999.
The slates submitted correctly will be published at the registered office and at the storage mechanism “1INFO” (www.1info.it), as well as on the company website www.telecomitalia.com/agm.
Shareholders intending to present a slate are invited to contact the Company’s Corporate Affairs office in advance to define all the necessary details.

Presentation of  resolution proposals/supplementary agenda

Shareholders who together represent at least 2.5% of the ordinary share capital, having demonstrated their entitlement in the forms prescribed by the applicable regulations, may request the agenda 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, by post, within 10 days of publication of this notice at the following address:

TELECOM ITALIA S.p.A.
Corporate Affairs – Ref. Agenda
Via Gaetano Negri 1
20123 MILAN - Italy,

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

Shareholders who wish to exercise this right are asked to contact the Corporate Affairs office of the Company beforehand in order to define all the operational details.

Documentation

TWithin the statutory deadlines and in compliance with the modalities established by applicable regulations (deposit at the Registered Office; internet website www.telecomitalia.com/agm; “1INFO” www.1info.it storage mechanism) the remaining documentation for the Shareholders’ Meeting will be published and may be requested using the contact details at the end of this notice; the Company will not take into account requests made on previous occasions.

Questions before the Shareholders' Meeting

Those entitled to vote, having demonstrated their entitlement in the forms prescribed by the applicable regulations, may ask questions on the topics on the agenda before the Meetingby sending such questions, by post, to the following address:

TELECOM ITALIA S.p.A.
Corporate Affairs – Ref. Questions
Via Gaetano Negri 1
20123 MILAN - Italy,

by e-mail to the following address assemblea.azionisti@pec.telecomitalia.itor through the specially created section on the website www.telecomitalia.com/agm .

Those questions presented within and not later than 18.00 hours on 29 April 2018, which respect the above modalities and which are pertinent to the items on the agenda, will receive a reply within two days before the Meeting by publication in the appropriate section of the Company’s website (www.telecomitalia.com/agm).

Entitlement to vote

Persons for whom the intermediary of reference has transmitted to the Company the appropriate communication attesting that they are entitled to vote at 24 April 2018 (record date) are entitled to attend and vote at the Shareholders’ Meeting.
Shareholders with shares lodged with the Company must use the usual channels of communication available to them.
Holders of ADRs listed on the New York Stock Exchange and representing ordinary TIM shares must contact JP Morgan Chase Bank, (PO Box 64504, St. Paul, MN 55164-0854, telephone +1 651 453 2128 for calls from outside the United States; 1 800 990 1135 for calls from inside the United States; email address: jpmorgan.adr@wellsfargo.com).

Remote voting

Those entitled to vote may also exercise their voting rights by sending their votes within 3 May 2018:

  • electronically, through the specially created section on the website www.telecomitalia.com/agm, operational from 14 April 2018;
  • by mail, using the form available from the Registered Office of the Company and which may be downloaded from the website www.telecomitalia.com/agm from 17 March 2014, to be received no later than 14 April 2018.

The envelope containing the ballot card for voting by mail, completed and signed (to be placed in a further sealed envelope) with a copy of the ID document of the person signing the form and any suitable documentation to attest entitlement to sign, must be delivered to the following address:

TELECOM ITALIA S.p.A.
Corporate Affairs – Ref. Vote
Via Gaetano Negri 1
20123 MILAN - Italy

Voting by proxy

Those entitled to vote may appoint a representative in the Shareholders’ Meeting by providing a written proxy. A proxy form is available from the registered office of the Company as well as from the company website www.telecomitalia.com/ag.

Copies of the proxies - together with a copy of an ID document of the delegating shareholder - may be sent or notified to the Company, to be received by 3 May 2018, either by post to the following address:

TELECOM ITALIA S.p.A.
Corporate Affairs – Ref. Proxy
Via Gaetano Negri 1
20123 MILAN - Italy,

by e-mail to the following address assemblea.azionisti@pec.telecomitalia.it, or through the specially created section on the website www.telecomitalia.com/agm.

The Board of Directors decided not to appoint a representative designated by the Company, pursuant to article 135-undecies of Legislative Decree no. 58/1998.

Total number of shares and right to vote

At 24 March, 2018, the subscribed and fully paid in share capital of TIM 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.

Organisation

To participate in the meeting, those with voting rights and 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 9:00 am on 4 May 2018. To facilitate the ascertainment of their entitlement to participate, entitled persons are invited to exhibit their copy of the communication to the Company which the intermediary is required to make available to them.
A free shuttle service will be offered to those participating in the meeting, leaving the Registered Office of TIM from Piazza degli Affari, Milan (in front of Borsa Italiana) for the meeting location at 9:30 a.m. on 4 May 2018 and in the opposite direction at the end of the meeting.
In order to use the shuttle service all reservations must be made by 2 May 2018, using the toll-free number 800899389 or by sending an email to (navette.assemblee@telecomitalia.it).

Further information

Further information regarding the exercise of shareholder rights is available on the website www.telecomitalia.com/agm

The Registered Office of the Company is open to the public on working days from Monday to Friday between 10.00 am and 1.00 pm (CET).

For any requests or information the e-mail address assemblea.azionisti@telecomitalia.it is available and, with the same times as the Registered Office, the following contact numbers:

  • toll-free number 800020220 (for calls from inside Italy)
  • telephone  +39 011 2293603 (for calls from outside Italy).