PRESS RELEASE

 

TELECOM ITALIA: REQUEST TO SUPPLEMENT THE AGENDA OF THE SHAREHOLDERS’ MEETING RECEIVED FROM VIVENDI  

 

Rome, 15 November 2015

 

Telecom Italia announces that it received today, from shareholder Vivendi, a request to supplement the agenda of the Meeting of the Ordinary Shareholders, called for 15 December next, pursuant to article 126-bis, legislative decree no. 58/1998.

The addition of the following item was requested: “The appointment of 4 (four) Directors, with prior redefinition of the number of members of the Board of Directors from 13 (thirteen) to 17 (seventeen). Related and consequent resolutions”.

In particular, Vivendi proposed approval of the following resolution proposal:

         i.            to redefine the number of members of the Board of Directors of the Company, increasing it from 13 to 17;

       ii.            to appoint Arnaud Roy de Puyfontaine, Stephane Roussel, Hervé Philippe and Felicité Herzog as new directors of the Company, who will remain in office until expiry of the mandate of the current Board of Directors, and therefore until the Shareholders’ Meeting to approve the financial statements as of 31 December 2016;

      iii.            increase, for the period remaining until expiry of the mandate, the total annual compensation of the Board of Directors resolved upon by the Shareholders’ Meeting of 16 April 2014 pursuant to article 2389, subsection 1, of the Italian Civil Code, in proportion to the number of Directors appointed pursuant to previous point (ii);

     iv.            authorize the Directors appointed pursuant to previous point (ii) to continue the activities indicated in their respective CVs, releasing them from the non-competition clause for these activities as far as necessary pursuant to article 2390 of the Italian Civil Code.

 

The CVs will be published together with the report received from Vivendi.

A meeting of the Board of Directors of Telecom Italia will be called over the next few days to resolve on the relevant issues.

 

 

 

 

Telecom Italia S.p.A. – Registered office: Via G. Negri 1, 20123 Milan Tax-code/VAT no. and enrolment in the Milan Business Register: 00488410010 Share capital  € 10.740.236.908,50  fully paid-up                                                             certified e-mail address [casella PEC]: telecomitalia@pec.telecomitalia.it

 

 

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Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the United States Private Securities Litigation Reform Act of 1995.

 

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. The Group's interim report as of and for the nine months ended September 30, 2015 included in this Form 6-K contains certain forward-looking statements. Forward-looking statements are statements that are not historical facts and can be identified by the use of forward-looking terminology such as "believes," "may," "is expected to," "will," "will continue," "should," "seeks" or "anticipates" or similar expressions or the negative thereof or other comparable terminology, or by the forward- looking nature of discussions of strategy, plans or intentions.

 

Actual results may differ materially from those projected or implied in the forward-looking statements. Such forward-looking information is based on certain key assumptions which we believe to be reasonable but forward-looking information by its nature involves risks and uncertainties, which are outside our control, that could significantly affect expected results.

 

The following important factors could cause our actual results to differ materially from those projected or implied in any forward-looking statements:

 

1. our ability to successfully implement our strategy over the 2015-2017 period;

 

2. the continuing effects of the global economic crisis in the principal markets in which we operate, including, in particular, our core Italian market;

 

3. the impact of regulatory decisions and changes in the regulatory environment in Italy and other countries in which we operate;

 

4. the impact of political developments in Italy and other countries in which we operate;

 

5. our ability to successfully meet competition on both price and innovation capabilities of new products and services;

 

6. our ability to develop and introduce new technologies which are attractive in our principal markets, to manage innovation, to supply value added services and to increase the use of our fixed and mobile networks;

 

7. our ability to successfully implement our internet and broadband strategy;

 

8. our ability to successfully achieve our debt reduction and other targets;

 

9. the impact of fluctuations in currency exchange and interest rates and the performance of the equity markets in general;

 

10. the outcome of litigation, disputes and investigations in which we are involved or may become involved;

 

11. our ability to build up our business in adjacent markets and in international markets (particularly in Brazil), due to our specialist and technical resources;

 

12. our ability to achieve the expected return on the investments and capital expenditures we have made and continue to make in Brazil;

 

13. the amount and timing of any future impairment charges for our authorizations, goodwill or other assets;

 

14. our ability to manage and reduce costs;

 

15. any difficulties which we may encounter in our supply and procurement processes, including as a result of the insolvency or financial weaknesses of our suppliers; and

 

16. the costs we may incur due to unexpected events, in particular where our insurance is not sufficient to cover such costs.

 

The foregoing factors should not be construed as exhaustive. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Date: November 16th, 2015

 

 

TELECOM ITALIA S.p.A.

 

 

BY: /s/ Umberto Pandolfi

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Umberto Pandolfi

Company Manager