Telecom Italia S.p.A.: Notice of shareholders' meeting
March 15 2013 - 6:50AM
Italian Regulatory (Text)
TELECOM ITALIA S.p.A. Registered Office in Milan at Piazza degli
Affari no. 2 General Administration and Secondary Office in Rome at
Corso d'Italia no. 41 PEC (Certified Electronic Mail) box:
telecomitalia@pec.telecomitalia.it Share capital 10,693,628,019.25
euros fully paid up Tax Code/VAT Registration Number and Milan
Business Register Number 00488410010 NOTICE OF SHAREHOLDERS'
MEETING Those entitled to vote in the Meeting of the ordinary
shareholders of Telecom Italia S.p.A. are hereby called to meet at
11 am on 17 April 2013 in Rozzano (Milan) at Viale Toscana no. 3
for the ordinary and extraordinary Shareholders' Meeting (in a
single call), to discuss and vote on the following AGENDA Ordinary
session Financial statements as at 31 December 2012 approval of
the documentation on the financial statements related and
consequent resolutions and distribution of profits carried forward
Report on remuneration - related resolutions Supplement of the
Board of Statutory Auditors Extraordinary session 2013 Employee
Share Ownership Plan related and consequent resolutions,
including authorization to increase share capital for cash and free
of charge for a total sum of 39,600,000.00 euros ITEMS OF BUSINESS
ON THE AGENDA Financial statements as at 31 December 2012
approval of the documentation on the financial statements related
and consequent resolutions and distribution of profits carried
forward It is proposed that the shareholders should approve the
financial statements for the year 2012 (which shows a loss of
1,821,102,656.41 euros), the cover for the loss by the use of
reserves and profits carried forward, the payment of a total
dividend by the division of part of the 2010 profits carried
forward, calculated on the basis of the following amounts: 0.020
euros for each ordinary share; 0.031 euros for each savings share.
Subject to the approval of the shareholders' meeting, the Company
will pay said dividend from 25 April 2013, with coupon detachment
date 22 April 2013 and record date for entitlement to dividends 24
April 2013. Report on remuneration - related resolutions The
shareholders' meeting is called to approve, with non-binding vote,
the first section of the Report on the remuneration. Supplement of
the Board of Statutory Auditors The Shareholders' Meeting is called
on to supplement the composition of the Board of Statutory Auditors
confirming the appointment of Roberto Capone as standing auditor
(replacing the resignee Sabrina Bruno) and appointing Fabrizio
Riccardo Di Giusto as alternate auditor. The mandate of both
auditors will expire in line with that of the serving Board of
Statutory Auditors (upon approval of the financial statements at 31
December 2014). 2013 Employee Share Ownership Plan related and
consequent resolutions, including authorization to increase share
capital for cash and free of charge for a total sum of
39,600,000.00 euros It is proposed that the Shareholders' Meeting
approve a share ownership plan for all employees, consisting of the
offer to subscribe to a maximum of 54,000,000 ordinary shares at a
discounted price (10% compared to the market price) and in any case
not below the par value, with the possibility of payment by
instalments. Subscribers who keep their shares for a year, subject
to their retaining the status of Employees, shall be allocated one
free share for every three shares subscribed for cash. To service
the plan, it is proposed that mandate be issued to the Board of
Directors to increase the capital for a maximum total amount of
39,600,000.00 euros partly in cash and partly free of charge, by
allocating profits or retained profits. Conferment of the mandate
for the increases in capital described, with subsequent amendment
of the Bylaws, will not result in the shareholder who disagrees
with the approval of the motion having the right of withdrawal.
DOCUMENTATION The following information will be made available to
the public at the registered office of the Company and at Borsa
Italiana S.p.A., as well as on the company website
www.telecomitalia.com/assemblea from today onwards, explanatory
reports on all the items on the agenda and the information document
on the Employee Share Ownership Plan; within the term established
by law, the documentation on the 2012 financial statements, the
Report on remuneration and the Report on corporate governance and
share ownership. The documentation on the financial statements of
subsidiary and affiliated companies will be available at the
Registered Office of the Company within the term established by
law. The documentation on the shareholders' meeting may be
requested using the contact details at the end of this notice; the
company will not take into account any requests formulated on
previous occasions. PRESENTATION OF THE PROPOSALS/SUPPLEMENTARY
AGENDA Shareholders who, also jointly, represent at least 2.5% of
the ordinary share capital, having demonstrated their entitlement
in the forms prescribed by the applicable regulations, may submit
proposals on matters already on the agenda, and request that the
matters to be dealt with by the Shareholders Meeting be
supplemented. The request and a report illustrating its rationale,
together with a copy of an identity document of the requesting
party, must be received by 25 March 2013, either by post to the
following address: TELECOM ITALIA S.p.A. Corporate Affairs Ref.
Agenda Piazza degli Affari 2 20123 MILAN - Italy, or by e-mail to
the following address assemblea.azionisti@pec.telecomitalia.it .
Further information is available on the website
www.telecomitalia.com/assemblea.
QUESTIONS ON THE TOPICS ON THE AGENDA Those entitled to vote,
having demonstrated their entitlement in the forms prescribed by
the applicable regulations, may ask questions on the topics on the
agenda before the Meeting, to be received by 15 April 2013,
complete with a copy of an identity document, by post to the
following address: TELECOM ITALIA S.p.A. Corporate Affairs Ref.
Questions Piazza degli Affari 2 20123 MILAN - ITALY, by fax to +39
06 91864277, by e-mail to the following address
assemblea.azionisti@pec.telecomitalia.it , or through the specially
created section on the website www.telecomitalia.com/assemblea,
where further information is available. ENTITLEMENT TO VOTE Persons
for whom the intermediary of reference has transmitted to the
Company the appropriate communication attesting that they are
entitled to vote as of 08 April 2013 are entitled to attend and
vote at the Shareholders' Meeting. Those who will become the owners
of Company shares only after this date will not be entitled to
speak or vote at the Shareholders' Meeting. Shareholders with
shares lodged with 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). REMOTE VOTING Those entitled
to vote may also exercise their voting rights: - electronically,
through the specially created section on the website
www.telecomitalia.com/assemblea, starting from 26 March 2013 until
midnight (CET) on 16 April 2013, in the ways and within the limits
described therein; - by mail, using the form available from the
Registered Office of the Company and which may be downloaded from
the website www.telecomitalia.com/assemblea from 26 March 2013, to
be received no later than 16 April 2013. The envelope containing
the ballot card for voting by mail, completed and signed (to be
placed in a further sealed envelope) with a copy of the ID document
of the person signing the form, any suitable documentation to
attest entitlement to sign, must be delivered to the following
address: TELECOM ITALIA S.p.A. Corporate Affairs Ref. Vote Piazza
degli Affari 2 20123 MILAN - Italy A copy of the form to cast votes
by mail may also be requested from the contact details given at the
end of this notice. Further information on remote voting is
available on the website www.telecomitalia.com/assemblea. VOTING BY
PROXY Those entitled to vote may appoint a representative in the
Shareholders' Meeting by providing a written proxy, within the
limits laid down by law. A model proxy is available from the
Registered Office of the Company as well as from the company
website www.telecomitalia.com/assemblea, where a printable version
is available.
Copies of proxy votes - together with a copy of an ID document of
the delegating shareholder - must be sent or notified to the
Company, to be received by 16 April 2013, either by mail to the
following address: TELECOM ITALIA S.p.A. Corporate Affairs Ref.
Proxy Piazza degli Affari 2 20123 MILAN - ITALY, by fax to +39 06
91864337, by e-mail to the following address
assemblea.azionisti@pec.telecomitalia.it, or through the specially
created section on the websitet www.telecomitalia.com/assemblea
where further information is available. *** The Board of Directors
decided not to appoint a representative designated by the Company,
pursuant to article 135-undecies of Legislative Decree no. 58/1998.
TOTAL NUMBER OF SHARES AND RIGHT TO VOTE The subscribed and fully
paid in share capital of Telecom Italia is equal to
10,693,628,019.25 euros, divided into 13,416,839,374 ordinary
shares (with the right to vote in ordinary and extraordinary
meetings of the shareholders of the Company) and 6,026,120,661
savings shares (with the right to vote in special savings
shareholders' meetings), all of par value of 0.55 euros each.
ORGANISATION To participate in the meeting, those with voting
rights and their representatives are invited to present themselves
before the time scheduled for the start of the meeting, with an
identity document; accreditation activities will start at 9.30 am
on 17 April 2013. 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 in accordance
with current regulations on the day of the meeting. A free shuttle
service will be offered to those participating in the meeting,
leaving the registered office of Telecom Italia (Piazza Affari 2,
Milan) for the meeting location at 9.30 and 10.00 am 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 by email
navette.assemblee@telecomitalia.it . FURTHER INFORMATION The
Registered Office of the Company is open to the public on working
days between 10.00 am and 1.00 pm (CET). For any requests or
information, contact: toll-free number 800020220 (for calls from
inside Italy) telephone +39 011 2293603 (for calls from outside
Italy) e-mail address assemblea.azionisti@pec.telecomitalia.it
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