Shareholders' Meeting Convened
TELECOM ITALIA: 2006 FINANCIAL STATEMENTS APPROVED
BOARD OF DIRECTORS APPOINTED FOR 2007
BOARD OF AUDITORS INTEGRATED
BUYBACK AUTHORIZED TO SUPPORT INCENTIVE PLAN FOR TOP MANAGEMENT
COMPANY BYLAW AND AMENDMENTS TO SHAREHOLDERMEETING REGULATION ADOPTED
The Telecom Italia Shareholders' Meeting convened today in ordinary and extraordinary session under the chairmanship of Carlo Orazio Buora.
In ordinary session the Shareholders' Meeting:
- Approved Telecom Italia S.p.A.'s 2006 financial statements, and resolved to distribute a dividend of 0.1400 euro per ordinary share and 0.1510 euro per savings share. The dividend shall be paid out from April 26, 2007, ex-coupon on April 23, 2007.
- Appointed a new 19-member Board of Directors, to remain in office until the approval of 2007 accounts.
In compliance with company bylaws, on the basis of lists presented respectively by Olimpia, Holinvest and Arca (the last together with other asset management companies), the following company directors were appointed:
Carlo Alessandro Puri Negri
Claudio De Conto
Carlo Orazio Buora
Paolo Baratta (independent)
Diana Bracco (independent)
Domenico De Sole (independent)
Luigi Fausti (independent)
Jean Paul Fitoussi (independent)
Pasquale Pistorio (independent)
Renzo Capra (independent)
Cesare Giovanni Vecchio
Lista Arca SGR:
Luigi Zingales (independent)
Stefano Cao (independent)
The curricula of the newly-nominated Directors are available for consultation on the company website.
- Integrated the Board of Auditors by appointing Enrico Maria Bignami (formerly an alternate auditor) and Luigi Gaspari as statutory auditor until the end of term of the current Board of Auditors' (adoption of the 2008 accounts);
The curricula of the newly-appointed Auditors is available for consultation on the company website.
- Adopted an equity-based incentive and retention plan for top management. The three-year plan will offer free share allocations. Authorization has been granted to buy back on the market up to 25 million Telecom Italia S.p.A. ordinary shares for said scheme, to be implemented by the Board of Directors, also responsible for selecting the scheme's beneficiaries. Contemporarily, the stock buyback authorization granted by the Shareholders' Meeting of April 13, 2006 has been withdrawn.
- On the recommendation of the Board of Auditors, extended Reconta Ernst & Young S.p.A.'s appointment as external auditors for the three-year period 2007-2009.
- Adopted amendments to Shareholders' Meeting Regulations (adopted at the May 6, 2004 Meeting).
In extraordinary session, the Telecom Italia Shareholders' Meeting adopted amendments to a number of company bylaws to bring them in line with Italian regulation on securities.
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The positions within the Board will be decided during an ad hoc meeting, convened for 17 April 2007.