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Notice of meetiong of the holders of the outstanding ISIN XS00184373925

05/30/2012 - 09:00 AM

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TELECOM ITALIA S.p.A.
Registered Office in Milan at 2 Piazza degli Affari
Corporate Headquarters in Rome at 41 Corso d’Italia
PEC (Certified Electronic Mail) box: telecomitalia@pec.telecomitalia.it
Fully paid-up share capital Euro 10,693,628,019.25
Tax/VAT and Milan Company Register number 00488410010

Telecom Italia S.p.A. Euro 1,250,000,000 5.375 per cent Loan.  Notes due 2019 (the Loan)

Notice of Meeting

According to the Trust Deed that regulates the Loan, those entitled to vote in the meeting of noteholders are called to a Meeting in Milan at the Registered Office of Telecom Italia S.p.A., in Piazza degli Affari, n. 2, at 10 a.m. on July 9 2012 in a single call to discuss and vote on the following

AGENDA

·        Activities carried out by the Common Representative of the noteholders Avv. Francesco Pensato since his designation by the Milan Court on April 10 2006 and on March 25 2009 (see web site: http://www.telecomitalia.com/tit/en/investors/bondholders.html);

·         Appointment of the Common Representative of the noteholders for the years 2012-2014.

Entitlement to attend

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
Fax: + (39) 02 87909851
Luxemburg Paying Agent
The Bank of New York (Luxembourg) SA
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.html;

-        for the Meeting to which this notice refers, Telecom Italia has appointed Mr. Riccardo Amerigo Pettazzi (Head of Corporate Affairs) as the subject whom those entitled may appoint as proxy free of charge. The proxy may be conferred by completing the appropriate form, available on the website http://www.telecomitalia.com/tit/en/investors/bondholders.html, in printable form. The duly completed and signed proxy form must be delivered by July 5  2012 to

TELECOM ITALIA S.p.A.
Corporate Affairs - Ref. Noteholders Proxy
Piazza degli Affari n. 2
20123 Milan - Italy

The proxies may be notified in advance to the Company by e-mail to the address assemblea.obbligazionisti2019@telecomitalia.it.

Supplementary agenda

Noteholders who, jointly or severally, represent at least 2.5% of the Loan may, within ten days of the publication of this notice, ask that additional items be placed on the Agenda, indicating the proposed topics in a specific written application to be delivered to the Registered Office of the Company, accompanied by a report on the matters proposed for consideration. Entitlement to exercise this right is dependent on the receipt by the Company of communications from an intermediary attesting ownership of the notes indicated above at the date of delivery of the request.

Questions on the items on the agenda

Noteholders may ask questions about the items on the agenda before the Meeting, submitting them by July 2 2012 to the email address assemblea.obbligazionisti2019@telecomitalia.it, accompanied by proof of the identity of the applicant. Entitlement to vote is dependent on the receipt by the Company of a specific communication from an intermediary that attests ownership of the notes, or the entitlement to vote of the person asking the question in the forms specified in the Trust Deed.

Amount of the share capital and of the loan

The subscribed and fully paid-up share capital of Telecom Italia S.p.A. is Euro 10,693,628,019.25, divided into 13,416,839,374 ordinary shares and 6,026,120,661 savings shares, all with a par value of Euro 0.55 each.

The total amount of the Loan in circulation at the date of this notice is Euro 1,250,000,000.

Documentation

The report by the Common Representative on the activity undertaken is available at the Registered Office of the Company and at Borsa Italiana S.p.A. as well as on the website http://www.telecomitalia.com/tit/en/investors/bondholders.html.

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

The Common Representative of the Noteholders
Avv. Francesco Pensato