The Offer described herein is not being, and will not be, made, directly or indirectly, in or into the United States of America, Canada, Japan, Australia or any other jurisdiction outside Italy in which the tender offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations. Telecom Italia will not be permitted to accept, directly or indirectly, any tenders made, in connection with the Offer, in or from any of the foregoing jurisdictions.
The Offer is not being, and will not be, made, directly or indirectly, through the facility of any securities exchange, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce (including, without limitation, by post, facsimile transmission, telex, e-mail, telephone, the Internet or any other electronic mechanism) of, the United States of America, Canada, Japan, Australia, or any other jurisdiction outside Italy in which any such offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations, and any such offer will not be capable of acceptance by any such use, means, instrumentality or facility.
At today’s meeting the TIM Board of Directors examined the terms, conditions and objectives of the Offer, having considered:
(i) The notification received by TIM on December 13, 2004 from Telecom Italia, pursuant to Article 102 of the Italian Financial Services Act (TUF) and Article 37, clause 2 of CONSOB Regulation no. 11971/99, regarding Telecom Italia’s partial voluntary cash tender offer for TIM ordinary shares and its offer for all TIM savings shares;
(ii) The copy of the Offer Prospectus, in compliance with the document submitted to CONSOB and to TIM by Telecom Italia;
(iii) The recommendations issued by TIM’s financial advisors.
On the basis of the recommendations from its financial advisors, and on the premise that TIM shareholders shall fully be able to assess the economic benefits of accepting the offer on the basis of TIM share prices up to the end of the acceptance period, the Board of Directors deems the consideration offered by Telecom Italia to be fair.
In consequence, the Board has approved and submitted to CONSOB a Notice drafted pursuant to Article 103, clause 3 of the Italian Financial Services Act and Article 39 of the Regulations. This Notice shall be made public upon publication of the Offer Prospectus.
The Board also took note of Mr. Mauro Sentinelli’s resignation from the Board of Directors, which he tendered today. The Board of Directors and the Board of Auditors offered their heartfelt thanks to Mr. Sentinelli for all his efforts in the interests of the Company, and for his valuable contribution to growing the mobile business in Italy and around the world.
Milan, December 22, 2004