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Assemblea Telecom Italia - 17 aprile 2013: partecipazione e voto

03/26/2013 - 04:15 PM

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

Votes expressed directly will prevail over proxy votes and electronic votes will prevail over mail votes.

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.

Attendance and voting in the Shareholders' Meeting:

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 8 April 2013 (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 09.30 hours on 17 April 2013.

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 09.30 and 10.00 hours on 17 April 2013 and in the opposite direction at the end of the meeting.

To use the shuttle service, it must be booked by 15 April 2013, using the toll-free number 800899389 or the email navette.assemblee@telecomitalia.it.

For any further requests or information, contact:

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

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

·             e-mail address: assemblea.azionisti@pec.telecomitalia.it

Reference regulation          

art. 83-sexies of the Leg. Decree no. 58 of 24 February 1998 (“Consolidated Finance Law”, CFL”)

Those entitled to vote may also exercise their voting rights electronically, via the reserved area of this internet website, from 26 March 2013  until midnight on 16 April 2013, 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 electronically.

Reference regulation

art. 127 of the Leg. Decree no. 58 of 24 February 1998 (“Consolidated Finance Law”, 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 March 2013, where it may be requested on working days between 10 am and 1 pm or from the Company’s website, where a printable version is available. 

Download and print the ballot card by mail (pdf.file)

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 number: +39 011 2293603 (for calls from abroad)

·          e-mail address: assemblea.azionisti@pec.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 nor electronic voting 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), together with a copy of the ID document of the person signing the form, and suitable documentation to attest entitlement to sign  must be delivered to the following address by 16 April 2013:

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

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 of the Leg. Decree no. 58 of 24 February 1998 (“Consolidated Finance Law”, 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

Persons entitled to vote may appoint someone to represent them in the Shareholders’ Meeting by issuing a proxy in the forms and within the limits established by law.

The proxy forms currently envisaged are:

·         analogical proxy, conferred via a paper document with an ink signature

·         electronic proxy, conferred via an electronic document with an electronic signature

Normally a single representative is permitted for each account on which the shares, object of the 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.

The proxy is conferred for the quantity of shares indicated in the proxy. In the absence of such indication or in the case of indication of a number of shares which is higher than the number indicated in the communication to the Company by the reference intermediaries, the proxy will be valid for the total number of shares with which the delegating shareholder participates at the meeting.

In the case of proxies which are reciprocally incompatible, the Company will make reference to the issue date when this is certain and, in the absence thereof, (i) in the case of notification/sending of the copy beforehand,  in chronological order of receipt by the Company, starting from the most recent receipt ; (ii) in the absence of notification/sending beforehand, in order of presentation of the representatives at the meeting.

Proxy form
A proxy form in Italian and English is available from the Registered Office of the Company, where it may be requested on working days between 10.00  and  13.00 hours, or from the following contacts:

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

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

·         e-mail address: assemblea.azionisti@pec.telecomitalia.it

alternatively, a printed version may be downloaded from the website:

Download the proxy form (.pdf file)


Standard electronic proxy

In order for the Company to utilize the electronic document, the electronic proxy must contain an electronic signature and a specific time stamp in compliance with current Italian law, with  a qualified electronic signature or digital signature according to the standard formats PAdEs (extension.pdf) o CAdEs (extension .p7m).

 

Notification or sending of copies of the proxy
Proxy votes may be notified or sent in copy to the Company but must be received within midnight (Italian time) of 16 April 2013, in one of the following ways:

·         by post to:

           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@pec.telecomitalia.it

·         online, via the reserved area of this internet website 

Notification of the proxy is understood as the sending beforehand to the Company of the original proxy or equivalent document. The sending of the copy of the proxy is instead simple communication beforehand to the Company of a proxy, the original of which is at the representatives’s disposal and who, during the accreditation process at the shareholders’ meeting, will certify the compliance of the copy sent with the original.

The Company will accept as notification instruments:

·         electronic proxies: sending via PEC and upload via the reserved area, accessible from this website

·         analogical proxies: sending via post

For the sending in electronic form of copies of analogical proxies, a copy of the analogical document in image form in one of the following formats: .pdf, .jpg, .jpeg, .bmp, .tif  is required.

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

Reference regulation       

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

Any notices relating to invitations to confer proxies for the Shareholders' Meeting called for 17 April 2013 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)