TI Shareholders' Meeting - April 12, 2011: Attendance and voting

03/11/2011 - 11:15 AM

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Entitlement to attend the Shareholders' Meeting:

1) In person

2) Voting by mail

3) Voting by proxy

1) Entitlement to attend the Shareholders' Meeting in person

Persons for whom the intermediary of reference has transmitted to the Company the specific communication attesting that they are entitled to do so on 31 March 2011 (the record date) are entitled to attend and vote at the shareholders’ meeting.
Those who are found to hold shares only after this date shall not have the right to participate and vote in the shareholders’ meeting. Any transfer of shares after the record date shall have no effect on the right of the shareholder to participate in the shareholders’ meeting.
It should be noted that the intermediary communicates to the issuer at the instigation of the entitled subject. Those persons entitled to attend are asked to give instructions to the 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 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 12 April 2011.

To facilitate the ascertainment of their entitlement to participate, the persons entitled 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 12 April 2011 and in the opposite direction at the end of the meeting.
To use the shuttle service, it must be booked by 8 April 2011, using the toll-free number 800899389 or by email to (navette.assemblee@telecomitalia.it).

For any further requests or information, contact:

Regulations
- Legislative Decree no. 58 of 24 February 1998 ("Consolidated Finance Law") - Article 83-sexies (Right to attend shareholders' meetings and the exercise of voting rights)

2) Voting by mail

Those entitled to vote in the ordinary Shareholders’ meeting may exercise their voting rights by mail.
The form for doing so will be available from the Registered Office of the Company from 11 March 2011, where it may be requested on working days between 10 am and 1 pm, or from the company website www.telecomitalia.com/agm, where a printable version is available.

> Download and print the ballot card by mail (.pdf file, 65 KB)

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

In the form, should be given the number of share for which the vote is casted for. 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. In case  of failure to express a vote, such shares are calculated for the purpose of determining due constitution of the shareholders’ meeting while are not calculated for the majority and the percentage of capital required for the resolutions to be carried.

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. Voto
Piazza degli Affari n. 2
20123 MILAN - Italy

by the end of the day before the meeting takes place.

Voting by mail delivered after such time limits shall not be counted for the purposes of establishing the due constitution of the shareholders’ meeting or for voting.
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

Regulations
- Legislative Decree no. 58 of 24 February 1998 (“Consolidated Finance Law”) - Article 127 (Postal or electronic voting)
- Issuer Regulations (adopted by Consob with Resolution no. 11971 of 14 May 1999 and subsequent amendments)
Article 140
(Ballotpapers)
Article 141 (Voting)
Article 142 (Formalities preliminary to shareholders’ meetings)
Article 143 (Shareholders’ meetings)

3) Voting by proxy

a) GENERAL INFORMATION
Those entitled to vote may issue a written proxy to represent them in the shareholders’ meeting 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 impart 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.

While awaiting the issue of the regulation envisaged in article 135-novies, subsection 6, of Legislative Decree no. 58 of 24 February 1998 (“Consolidated Finance Law” or “CFL”) by the Ministry of Justice, a proxy may not be conferred electronically.
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 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), or the Company website www.telecomitalia.com/agm, where a printable version is available.

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

TELECOM ITALIA S.p.A.
Corporate Affairs - Ref. Delega
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/agm.

The submission of the proxy vote to the Company 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 (file .pdf)

Regulations
- Legislative Decree no. 58 of 24 February 1998 ("Consolidated Finance Law")
Article 135-novies
(Representation at the shareholders’ meeting)
Article 135-decies
(Conflict of interest of the representative and substitutes)

b) DESIGNATED REPRESENTATIVE OF THE COMPANY

For the Shareholders’ meeting called for 9, 11 and 12 April 2011, Telecom Italia has appointed Mr. Dario Trevisan, attorney, (hereafter “the Designated Representative”) as the subject on whom those entitled to vote, 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 imparted.

The proxy is conferred to the Designated Representative by completing and signing the appropriate form, which will be available from 4 March 2011 from the Registered Office of the Company, where it may be requested on working days between 9 am and 1 pm.

from this section of the Company website, where a printable version is available (file .pdf)

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

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

Avv. Dario Trevisan
Passaggio degli Osii n. 2
20123 - Milan

by 7 April 2011.

The voting instructions and proxy may be revoked by the same date.
From 7 March 2011 the Designated Representative will make available a toll-free number, 800134679 and email address info@rappresentante-designato.it for information and clarification.

Regulations
- Legislative Decree no. 58 of 24 February 1998 ("Consolidated Finance Law")
Article 135-undecies
(Appointed representative of a listed company)

- Issuer Regulations (adopted by Consob with Resolution no. 11971 of 14 May 1999 and subsequent amendments)
Article 134 (Solicitation procedure)

c) PROXY SOLICITATIONS

Any notices relating to proxy solicitations for the shareholders’ meeting called for 9, 11 and 12 April 1011 promoted by third parties will be published in this section of the company website www.telecomitalia.com/agm.

Pursuant to article 136 of the 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/agm 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.


Regulations
- Legislative Decree no. 58 of 24 February 1998 ("Consolidated Finance Law")
Article 136
(Definitions)
Article 137 (General provisions)
Article 138
(Solicitation)
Article 141
(Shareholders’ associations)
Article 142
(Proxies)
Article 143 (Liability)
Article 144
(Performance of solicitations and collections of proxies)