to download Telecom Italia Annual Report 2011 - Company Reporting

withdrawn from the profit for the year 2010 carried forward, gross of the withholdings
prescribed by law;
4. to allocate to the reserve designated “Plans pursuant to Article 2349 of the Civil Code” the
sum of of 8,003,325 euros, taken from the 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;
5. to authorise the Board of Directors - and on its behalf its Chairman - to ascertain in due course,
on the basis of the actual number of shares for which dividends are paid, the amount of the
2010 profits distributed already carried forward;
6. to make the dividend payable starting on 24 May 2012, with a coupon date of 21 May 2012.
Remuneration report – resolution on the first section
Dear Shareholders,
Pursuant to article 123-ter of Legislative Decree no. 58 of 24 February 1998, a remuneration report has
been prepared for the first time for the Shareholders’ Meeting on 15 May 2012. This document, made
available to the public in the same ways as the financial report documentation, is divided into two
sections:
the first illustrates the Company’s policy regarding the remuneration of members of the
administrative bodies, general managers and managers with strategic responsibilities, and the
procedures used for its adoption and implementation, with reference to the 2012 financial
year;
the second provides a report on the items that make up the remuneration of the parties
mentioned above, with an analytical explanation of the remuneration paid to them in the 2011
financial year.
You are called on to express your opinion of the first section of the report, with a resolution that is not
legally binding.
In view of all this, the Board of Directors submits for your approval the following
Proposed Resolution
The Shareholders’ Meeting of Telecom Italia S.p.A.,
given the applicable legal provisions regarding the remuneration report;
having acknowledged the non-binding nature of the deliberation required,
resolves
to approve the first section of the remuneration report.
Appointment of two Directors
Dear Shareholders,
After the resignation of Director Ferdinando Beccalli Falco (6 June 2011) and the termination of the
service of Director Francesco Profumo as a consequence of his appointment as a Government Minister
(16 November 2011), the Board of Directors accepted the proposals of the Appointments and
Remuneration Committee and coopted Directors Lucia Calvosa and Massimo Egidi, both independent, in
its meetings of 4 August and 1 December 2011 respectively. Both will remain in office until the
Shareholders’ Meeting.
Since the slate voting mechanism does not apply to this case, the By-Laws requiring it only in case of the
renewal of the entire board, we propose that you appoint Lucia Calvosa and Massimo Egidi (whose
Other information Motions for resolutions 458