to download Telecom Italia Annual Report 2011 - Company Reporting

Motions for resolutions
Shareholders’ Meeting of Telecom Italia S.p.A.
May 15, 2012: ordinary and extraordinary shareholders’ meeting – single call
Medium
Ordinary session
• Financial statements as at 31 December 2011 – approval of the documentation on the financial
statements – related and consequent resolutions and distribution of 2010 profits carried forward
Report on remuneration - related resolutions
Appointment of two Directors
Appointment of Board of Auditors – related and consequent resolutions
• Long Term Incentive Plan 2012 - related and consequent resolutions
Extraordinary session
• Authorization to increase share capital for payment and free of charge for a total sum of 15,000,000
euros at the service of the Long Term Incentive Plan 2012 - related and consequent resolutions
• Amendment of Articles 9 and 17 of the Bylaws – related and consequent resolutions.
Financial statements as at 31 December 2011 - approval of the
documentation on the financial statements - related and consequent
resolutions and distribution of 2010 profits carried forward
Dear Shareholders,
The draft financial statements submitted for the approval of the Shareholders’ Meeting show a net loss
of 3,571,256,823.96 euros.
This result is essentially the effect of the write-down of goodwill allocated to Core Domestic, in turn
mainly determined by the trend of the reference parameters of the financial markets and by the general
deterioration of the macroeconomic scenario. In comparable terms – excluding the impact deriving from
the write-down of the goodwill and the other non-recurring items – the Company's profit in 2011 would
have been 1.8 billion euros. The impairment loss does not have financial consequences and therefore it
does not change the deleveraging action already announced to the market. In any case the loss is fully
offset by the amount of the company shareholders' equity, positive at 31 December 2011 by over 20.5
billion euros.
This circumstance, together with the positive revenues outlook resulting from the industrial plan 2012-
2014, nevertheless make it possible to propose the payment of a dividend in the form of the distribution
of the available reserves, although – with due caution – with a lower pay-out compared to the dividend
payout of recent years.
In particular the following is proposed:
loss coverage for 924,241,957.15 euros by using tax-deferred reserves and for the remaining
2,647,014,866.81 euros by means of the corresponding withdrawal of Profits carried forward
from the years 2007 and earlier;
the provision in the retained profits designated “Plans pursuant to Article 2349 of the Civil
Code” of 8,003,325 euros, by means of the corresponding withdrawal of Profits carried
forward from the years 2007 and earlier, to service the capital increases to be deliberated on
by the allocation of profits to be achieved under the Long Term Incentive Plan 2011 approved
by the Shareholders' Meeting of 12 April 2011;
the distribution of an extraordinary dividend amounting to 0.043 euros per ordinary share and
0.054 euros per savings share therefore recognizing, in accordance with art. 6.5 of the
Company's By-laws, the increased dividend on savings shares, provided for in the bylaws for an
Other information Motions for resolutions 456