to download Telecom Italia Annual Report 2011 - Company Reporting

Authorizations for the issue of convertible bonds and the buyback of
treasury shares
During 2011, the board of directors of Telecom Italia S.p.A. did not exercise the right to issue bonds
convertible into ordinary shares, nor were there changes in the number of treasury shares held by the
Telecom Italia Group.
As concerns the authorization for the buyback of treasury shares, the ordinary shareholders’ meeting of
Telecom Italia S.p.A. held on April 12, 2011, resolved on the following:
• to authorize, for a period of 18 months, starting from the date of the shareholders’ resolution, the
buyback, on one or more occasions and at any time, of Telecom Italia S.p.A. savings shares, within
the quantitative limits established by law and, in any case, within a maximum expenditure limit of
800,000,000 euros;
• the purchase price must be – in accordance with regulatory requirements or recognized market
practices – between a minimum and a maximum of the weighted average stock market prices of the
savings shares recorded by Borsa Italiana S.p.A. in the last ten days of trading prior to the date of the
buyback or of fixing the price, respectively decreased or increased by 20%;
• the buyback of treasury shares should nevertheless be within the limits of the available reserves
shown in the most recent financial statements approved at the time of carrying out the transaction.
The purchases should be carried out on regulated markets, in the manner set out by
Borsa Italiana S.p.A., in accordance with art. 132 of Legislative Decree 58 of February 24, 1998 and
art. 144 bis, paragraph 1, letter b) and c) of Consob Regulation 11971/99;
• to authorize, for the same period of 18 months, starting from the date of this shareholders’
resolution, the disposal in whole or in part, on one or more occasions and at any time, of
Telecom Italia S.p.A. savings shares in the Company’s portfolio, with the right to proceed, in case of
disposal, to subsequent buyback transactions up to the expiration date of the shareholders’
authorization, keeping in mind the limits established by law also with regard to the number of
treasury shares that the Company can hold at any one time and also providing for compliance with
the expenditure limit and the other conditions as established above by these resolutions;
• the disposals may be carried out according to the manner permitted by the current law or regulation
in force, at the discretion of the board of directors;
• to mandate the board of directors to take the necessary steps for account postings to be made
following treasury share buyback and disposal transactions, in accordance with the provisions of the
law and the accounting principles applicable at the time;
• to mandate the chairman of the board of directors and the chief executive officer, jointly and
severally and through agents, to execute the transactions that are the subject of this resolution.
Telecom Italia S.p.A. Separate Financial Statements Note 12 – Equity 356