TI Shareholders' Meeting - May 15, 2012: attendance and voting

04/26/2012 - 09:00 AM

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The right to speak and vote in the Shareholders’ Meeting may be exercised in different, alternative ways.

Votes may be expressed electronically, and this method shall prevail over any other forms that might be chosen by the Shareholder.

f the shareholder should opt to express his or her vote by mail, this method shall always prevail over a vote by proxy.

In any event, the physical presence of the shareholder at the Shareholders’ Meeting will allow him or her to override any voting method previously selected.

1. Personal attendance

Pursuant to the law, persons for whom the intermediary of reference has transmitted to the Company the specific communication attesting that they are entitled to do so on 4 May 2012 (the record date) are entitled to speak in and vote at the Shareholders’ Meeting.

Persons who only acquired ownership of shares after this date will not be entitled to attend the Meeting and vote. Any transfer of shares after the record date shall have no effect on the right of the shareholder to participate in the shareholders’ meeting.

The intermediary of the person who holds this right is responsible for informing the Company. Those persons entitled to attend are asked to instruct their intermediary to transmit the aforementioned communication to Telecom Italia. Any requests for prior notice or expense for fulfilment of the duties of the intermediary may not be charged to the Company.

Shareholders with shares held by the Company must use the usual channels of communication by telephone or by using the intranet and internet addresses available to them.

Holders of ADRs listed on the New York Stock Exchange and representing ordinary Telecom Italia shares must contact JP Morgan Chase Bank, the issuer of said ADRs (customer service postal address PO Box 64504, St. Paul, MN 55164-0504, 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).

To participate in the meeting, shareholders are invited to present themselves before the time scheduled for the start of the meeting, with an identity document; accreditation activities will start at 8.30 am on 15 May 2012.

To facilitate the ascertainment of their entitlement to participate, the entitled persons are invited to exhibit their copy of the communication to the Company that the intermediary is required to make available to them on the day of the meeting.

A free shuttle service will be offered to those participating in the shareholder’s meeting, leaving the registered office of Telecom Italia (Piazza Affari 2, Milan) for the place in which the shareholders’ meeting will be held at 8.00, 8.30 and 9.00 am on 15 May 2012 and in the opposite direction at the end of the meeting.

To use the shuttle service, it must be booked by 11 May 2012, using the toll-free number 800899389 or by email to (navette.assemblee@telecomitalia.it).

For any further requests or information, contact:

·     toll-free number 800020220 (for calls in Italy)

·     telephone +39 011 2293603 (for calls from abroad)

·     or by e-mail to assemblea.azionisti@telecomitalia.it

Reference regulation              

art. 83-sexies del D. Lgs. 24 febbraio 1998, n. 58 (“Consolidated Finance Law” or “CFL”

Those entitled to vote may also exercise their voting rights electronically through the website www.telecomitalia.com/assemblea, from 26 April 2012 (after publication of the validly submitted lists for the appointment to the Board of Auditors) until midnight on 14 May 2012, accessing the special reserved area of this website in the ways and within the limits described therein.

It should be noted that only the person entitled to vote can exercise the right to vote by mail.

Reference regulation

art. 127 del D. Lgs. 24 febbraio 1998, n. 58 (“Consolidated Finance Law” or “CFL”)

artt. 143-bis e 143-ter del Regolamento Emittenti Consob (resolution no 11971 of 14 May 1999 and subsequent amendments)

Those entitled to vote in the ordinary Shareholders’ meeting may exercise their voting rights by mail.

The form for doing so is available at the Registered Office of the Company from 26 April 2012, where it may be requested on working days between 10 am and 1 pm, or from the company website , where a printable version is available. 

Download and print the ballot card by mail (pdf file164 KB)        

A copy of the form to cast votes by mail may also be requested from the Company using the following contact details:

·     toll-free number 800020220 (for calls in Italy)

·     telephone  +39 011 2293603 (for calls from abroad)

·     or by e-mail to assemblea.azionisti@telecomitalia.it

The number of shares for which the voting right is being exercised must be indicated in the form.

It should be noted that voting by mail is not compatible with the issuing of proxies, and must be undertaken directly by the person entitled to vote.

The ballot card by mail offers the possibility, for each item on the agenda, of casting a “for”, “against” or “abstain” vote on the proposals presented by the Board of Directors, or other shareholders, by marking the appropriate box. If no vote is expressed, the corresponding shares will be calculated for the purpose of determining the quorum at the Shareholders' Meeting, but will not be taken into account for the purpose of calculating the majority and the share of capital required to approve resolutions.

The envelope containing the ballot card, duly completed and signed (to be placed in a further sealed envelope, to ensure the vote is confidential until scrutinised, as specified in the applicable law), with a copy of the ID document of the person signing the form, and suitable documentation to attest entitlement to sign, a copy of the communication issued by the intermediary, if possible, must be delivered to the following address:

TELECOM ITALIA S.p.A.
Corporate Affairs
- Ref. Ballot
Piazza degli Affari n. 2
20123 MILAN – Italy

by the day before the date the Shareholders’ Meeting is actually held.

If this does not happen, the ballot card cannot be taken into account for the purposes of the Shareholders’ Meeting.

A vote cast by mail may be revoked with a written declaration brought to the attention of the Company at the same address within the same deadline; a vote may also be cancelled by express declaration made by the person concerned during the Shareholders’ meeting.

Reference regulation            

art. 127 del D. Lgs. 24 febbraio 1998, n. 58 (“Consolidated Finance Law” or “CFL”)

artt. 140, 141, 142 and 143 of the Consob Issuer Regulations (resolution no 11971 of 14 May 1999 and subsequent amendments)

2. Voting by proxy

Those entitled to vote may appoint someone to represent them in the Shareholders’ Meeting by issuing a written proxy within the statutory limits (normally a single representative for each account on which the shares that are the object of communication for participation in the meeting are registered).

The delegating shareholder is entitled to give instructions to the representative, to cancel the proxy she/he has conferred, to indicate one or more replacements, to attribute to the representative the faculty of appointing a third party replacement.

Until the regulation envisaged in art. 135-novies, subsection 6 of Legislative Decree no. 58 of 24 February 1998 (“Consolidated Finance Law” or “CFL”), has been issued by the Ministry of Justice, a proxy may not be conferred electronically.

A model proxy in Italian and English is available from the Registered Office of the Company (where it may be requested on working days between 10 am and 1 pm, or from the following contacts: Toll-free number 800020220, for calls in Italy, +390112293603, for calls from abroad, or by electronic mail to assemblea.azionisti@telecomitalia.it) alternatively, a printed version may be downloaded from the website.

Proxy votes may be communicated to the Company by mail to the following address:

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

by fax to +39 06 91864337, by e-mail to the following address assemblea.azionisti@telecomitalia.it, or through the company website www.telecomitalia.com/assemblea.

Communications notifying the Company of proxies should not include any voting instructions given to the proxy-holder.

Any prior notification does not absolve the proxy-holder of the obligation to attest the compliance of the notified copy with the original, and the identity of the delegating party, during accreditation for access to the shareholders’ meeting.           

Download the proxy form ( .pdf file)

Reference regulation       

art. 135-novies and art. 135-decies of the Leg. Decree no. 58 of 24 February 1998 (“Consolidated Finance Law”, CFL”)

For the Shareholders’ meeting called for 15 May 2012, Telecom Italia has designated Mr. Dario Trevisan, attorney, (hereafter “the Designated Representative”) as the subject on whom those entitled to vote, legitimised in the legal forms, may confer proxies free of charge. The proxy given to the Designated Representative shall only have effect for those proposals for which voting instructions have been given.

The proxy is conferred on the Designated Representative by completing and signing the appropriate form, which is available from 26 April 2012:

·     from the Registered Office of the Company, where it may be requested on working days between 9 am and 1 pm.

·     from the company website, where a printable version is available (pdf file)

Download and print the form to confer proxy on designated representative (.pdf file, 200 KB)

A copy of the form to confer a proxy on the Designated Representative may also be requested from the following:

·     toll-free number 800020220 (for calls in Italy)

·     telephone +39 011 2293603 (for calls from abroad)

·     or by e-mail to assemblea.azionisti@telecomitalia.it

The duly completed and signed proxy form must be delivered to the following address:

Avv. Dario Trevisan
Viale Majno, 45
20122 – Milan            

by 11 May 2012.

The voting instructions and proxy may be revoked by the same date.

From 26 April 2012 the Designated Representative will make available a toll-free number (800134679 in Italy) and email addresses info@rappresentante-designato.it or rappresentante-designato@pec.it for information and clarification.

Reference regulation            

art. 135-undecies of the Leg. Decree no. 58 of 24 February 1998 (“(“Consolidated Finance Law” or “CFL”)

art. 134 of the Consob Issuer regulations (resolution no. 11971 of 14 May 1999 and subsequent amendments)

Any notices relating to invitations to confer proxies for the Shareholders' Meeting called for 15 May 2012 promoted by third parties will be published in this section of the company website www.telecomitalia.com/assemblea.

Pursuant to art. 136 Consob Issuer Regulations (no. 11971/1999 and subsequent amendments), the Company reserves the right to assess and eventually publish in this section of the company website www.telecomitalia.com/assemblea any prospectuses and proxy forms prepared by third parties who have promoted proxy solicitation.

The Company shall not be liable for the content of the aforementioned documentation.

Reference regulation              

artt. 136, 137, 138, 141, 142, 143 and 144 Legislative Decree no. 58 of 24 February 1998 (“Consolidated Finance Law” or “CFL”)

artt. 135, 136, 137, 138 and 139 of the Consob Issuer Regulations (resolution no. 11971 of 14 May 1999 And subsequent amendments)