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17.11 - The Shareholders’ Meeting shall appoint the Chairman of the Board of Auditors from among the auditors elected from Minority Slates. 17.12 - In appointing auditors who for any reason have not been appointed pursuant to the procedure specified above, the Shareholders’ Meeting shall vote on the basis of the majorities required by law. 17.13 - In the event that an auditor respectively chosen from the Majority Slate or from one of the Minority Slates should cease to serve, alternate auditors chosen from the Majority Slate or the Minority Slates shall take their place in declining order of age. Appointments to fill vacancies on the Board of Auditors pursuant to Article 2401 of the Civil Code shall be approved by the Shareholders’ Meeting with the affirmative vote of the absolute majority of those voting and in compliance with the principle of the necessary representation of the minority shareholders. When an auditor chosen from the Minority Slates ceases to serve, the principle of the necessary representation of the minority shareholders shall be deemed to be complied with in the event of the appointment of an alternate auditor chosen from the Minority Slates. 17.14 - After notifying the Chairman of the Board of Directors, the Board of Auditors may call, as provided for by law, a Shareholders’ Meeting or a meeting of the Board of Directors or the Executive Committee. This power to call meetings may be exercised individually by each auditor, except for the power to call a Shareholders’ Meeting, which must be exercised by at least two auditors. 17.15 - Participation in the meetings of the Board of Auditors may take place – if the Chairman verifies the necessity – by means of telecommunication thus permitting all those taking part to participate in the discussion and informational equality. 17.16 - If the Chairman is absent or unable to act, the other standing auditor elected from the Minority Slates shall take his/her place. that the requirement is met. Unchanged. 17.12 - In appointing auditors who for any reason have not been appointed pursuant to the procedure specified above, the Shareholders’ Meeting shall vote on the basis of the majorities required by law, ensuring compliance with the requirements of the law and the Bylaws regarding the composition of the board and the category of alternate auditors. 17.13 - In the event that an auditor respectively chosen from the Majority Slate or from one of the Minority Slates should cease to serve, alternate auditors chosen from the Majority Slate or the Minority Slates shall take their place in declining order of age, always in compliance with the requirements of the Bylaws regarding the composition of the board. Appointments to fill vacancies on the Board of Auditors pursuant to Article 2401 of the Civil Code shall be approved by the Shareholders’ Meeting with the affirmative vote of the absolute majority of those voting and in compliance with the principle of the necessary representation of the minority shareholders, and of the requirements of the Bylaws regarding gender balance. When an auditor chosen from the Minority Slates ceases to serve, the principle of the necessary representation of the minority shareholders shall be deemed to be complied with in the event of the appointment of an alternate auditor chosen from the Minority Slates. Unchanged. Unchanged. Unchanged. Other information Motions for resolutions 474
17.17 – At the first renewal of the Board of Auditors after the Shareholders’ Meeting of 15 May 2012, the quota to be assigned to the less represented gender is limited to one fifth of the total; in the event of a fractional number, it shall be rounded up to the nearest whole number. to separately confer on the legal representatives pro tempore of the Company the powers necessary to: make the variations connected to the cessation in due course of the efficacy of clauses 9.11 and 17.17 of articles 9 and 17 of the bylaws of the Company, and to that end meet all the obligations and ensure the advertising required by the regulations. to complete all the necessary formalities for the adopted resolutions to be entered in the Business Register, accepting and introducing into said resolutions the modifications, additions or suppressions of non-substantial parts that might be requested by the competent authorities. Other information Motions for resolutions 475
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Annual Report 2011 Relazione interm
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Statements of Comprehensive Income
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Letter to the Shareholders To the S
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Key Operating and Financial Data -
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The trend of the key operating and
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Liquidity margin: at December 31, 2
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Consolidated Operating and Financia
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Review of Operating and Financial P
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The fixed-line area, with a contrac
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- lower expenses of 246 million eur
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Business Unit (-329 million euros)
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Income tax expense Income tax expen
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eflect the definitive fair value of
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Capital expenditures on an accrual
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Finance expenses, income taxes and
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The financial risk management polic
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On August 3, 2011, a bilateral stan
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Research and Development As for “
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Consolidated Financial Statements -
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Consolidated Statements of Financia
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Consolidated Statements of Cash Flo
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Highlights - The Business Units of
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The Business Units of the Telecom I
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International Wholesale (millions o
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compared to the same period of 2010
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In detail: (millions of euros) 2011
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Cubomusica GRATIS per 1 anno. Durin
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In particular, for the unbundling c
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International roaming On July 6, 20
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For the telecommunications operator
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Brazil The Telecom Italia Group ope
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EBIT EBIT is 2,294 million reais, i
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Argentina The Telecom Italia Group
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Mobile telephony service: Telecom P
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Again with regard to value-added se
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Revenues Revenues amount to 238 mil
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Principal changes in the regulatory
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• it erroneously attributed the m
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European sales recorded a good tren
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Review of Operating and Financial P
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The reduction of 483 million euros
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(162 million euros, on the basis of
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Equity Equity amounts to 20,537 mil
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Dividends flow Dividends paid amoun
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Bonds Bonds at December 31, 2011 to
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Financial Statements - Telecom Ital
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Statements of Financial Position (m
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Additional Cash Flow Information (m
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Corporate Boards at December 31, 20
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Macro-Organization Group at Decembe
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other sources of information, the p
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Relative performance by Tim Partici
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Related Party Transactions In accor
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the Dow Jones Sustainability World
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Economic value generated and distri
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Type of customer care customer Over
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Involvement initiatives For the fif
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Vehicles Telecom Italia S.p.A. 2011
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• cogeneration/trigeneration: 5 l
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• an increase in emissions attrib
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channels have been registered as "D
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• Network and service platform in
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• E-learning and evolved teaching
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Tim Brasil Group (units) 12.31.2011
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Development The 2010 Group performa
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Internal communication The main act
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introduced on this subject. The agr
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On August 2, 2011 the second phase
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The Risk Management department mana
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Net financial debt is calculated as
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Bundle. Commercial offer including
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HFC (Hydrofluorocarbons). Hydrofluo
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Shared Access. Methods of shared ac
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Consolidated Financial Statements a
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Note 34 - Other income (expenses) f
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Equity and Liabilities (millions of
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Consolidated Statements of Comprehe
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Consolidated Statements of Cash Flo
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Note 1 - Form, content and other ge
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• Argentina: includes fixed (Tele
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Note 2 - Accounting policies Going
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case of loss of control of a subsid
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Impairment of intangible and tangib
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• held to maturity (originally mo
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Inventories Inventories are measure
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Revenues are recognized to the exte
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Use of estimates The preparation of
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Note 3 - Business combinations Acqu
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Acquisition of control of Sofora Te
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Note 4 - Goodwill Goodwill shows th
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Core Domestic International Wholesa
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Changes in key variables needed to
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Concessions, licenses, trademarks a
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Note 6 - Tangible assets (owned and
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Gross carrying amount, accumulated
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Gross carrying amount, accumulated
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Aggregate data for 2011 and 2010, p
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Note 9 - Financial assets (non-curr
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Note 10 - Miscellaneous receivables
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The temporary differences which mak
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In addition to this effect, the inc
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Note 13 - Trade and miscellaneous r
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Note 14 - Equity Equity includes: (
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• the reduction of share capital
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• to mandate the board of directo
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Gross financial debt according to t
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The following table lists the bonds
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Nortel Inversora S.A. Preferred Ser
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Such obligation, required by nation
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Revolving Credit Facility The follo
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Note 17 - Financial risk management
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of market parameters, even though t
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In order to limit the risk of the n
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Note 18 -Derivatives Derivative fin
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Note 19 - Supplementary disclosures
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Comparison between carrying amount
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Carrying amount for each class of f
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Fair value hierarchy level for each
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Note 20 - Employee benefits Employe
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The effect on the income statement,
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Note 22 - Miscellaneous payables an
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Note 24 - Contingent liabilities, o
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On December 16, 2011 Telecom Italia
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In a judgement on November 2, 2011,
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Greece -DELAN During 2009, the comp
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c) Commitments and guarantees Guara
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Note 27 - Acquisition of goods and
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Note 29 - Other operating expenses
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Note 32 - Gains (losses) on disposa
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Note 34 - Other income (expenses) f
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Finance expenses Finance expenses d
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Note 36 - Profit (loss) for the yea
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Future potential changes in share c
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Note 38 - Segment reporting a) Repo
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Headcount by Operating Segment (num
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The effects on the individual line
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Transactions with associates and jo
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Transactions with companies control
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Transactions with other related par
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(millions of euros) 12/31/2011 12/3
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In the 2011, the contributions paid
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Description of other Telecom Italia
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Calculation of fair value measureme
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Note 41 - Significant non-recurring
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Note 42 - Positions or transactions
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c) Operating leases Revenue related
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Note 44 - Events subsequent to Dece
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Name Head office Currency Share cap
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Name Head office Currency Share cap
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Certification of the Consolidated F
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Consolidated Financial Statements T
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Contents Telecom Italia S.p.A. Sepa
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Statements of Financial Position As
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Separate Income Statements (euros)
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Statements of Changes in Equity Sta
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Additional Cash Flow Information (t
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Profit (loss) before tax from conti
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• the capitalized costs can be me
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Intangible and tangible assets with
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Financial liabilities hedged by der
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Starting from January 1, 2007, Ital
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Finance income and expenses Finance
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• IFRIC 19 (Extinguishing Financi
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The cost of capital used for the es
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Type of license The net carrying am
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Note 5 - Tangible assets (owned and
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12/31/2010 Accumulated impairment l
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Note 6 - Investments Investments de
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(thousands of euros) Carrying amoun
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5,620 thousand euros for receivable
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Note 8 - Miscellaneous receivables
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The temporary differences which mak
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Note 10 - Inventories Inventories a
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Trade receivables amount to 4,162,0
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Note 12 - Equity Equity is composed
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Share capital carries a restriction
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The following statement provides ad
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With regard to additional capital i
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Note 13 - Financial liabilities (no
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The main components of financial li
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elating to items classified as curr
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• the loan contract signed by Tel
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Note 14 - Net financial debt As req
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Total Financial liabilities (at the
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Financial liabilities - Maturities
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Currency of denomination Notional a
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Carrying amount for each class of f
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Fair value hierarchy level for each
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Comparison between carrying amount
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Gains and losses by IAS 39 category
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Under IAS 19, employee severance in
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Note 19 - Provisions Provisions dec
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Note 21 - Trade and miscellaneous p
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Note 22 - Contingent liabilities, o
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outcome is considered probable. As
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Federazione Anti Pirateria Audiovis
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offers, contractual profile changes
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Note 23 - Revenues Revenues decreas
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Note 26 - Employee benefits expense
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Note 30 - Depreciation and amortiza
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Note 34 - Finance income and Financ
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Note 35 - Related party transaction
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STATEMENT OF FINANCIAL POSITION LIN
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Transactions with subsidiaries The
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Total income (expenses) from invest
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(thousands of euros) 12/31/2011 12/
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STATEMENT OF CASH FLOWS LINE ITEMS
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Remuneration to key managers In 201
Page 423 and 424: The beneficiaries were identified i
Page 425 and 426: Parameters used to determine fair v
Page 427 and 428: Note 37 - Significant non-recurring
Page 429 and 430: Expense related Telecom Italia has
Page 431 and 432: Note 41 - List of investments in su
Page 433 and 434: Certification of the Separate Finan
Page 435 and 436: Telecom Italia S.p.A. Separate Fina
Page 437 and 438: Report of the Board of Statutory Au
Page 439 and 440: The Board of Auditors has overseen
Page 441 and 442: amendments Agreed procedures and de
Page 443 and 444: PricewaterhouseCoopers S.p.A. commu
Page 445 and 446: On 7 July 2011, after the alignment
Page 447 and 448: met the Chairman of the Conselho Fi
Page 449 and 450: Regarding the provisions of article
Page 451 and 452: 18. No significant facts that shoul
Page 453 and 454: non-compliances imputable to the ex
Page 455 and 456: corporate bodies, and in particular
Page 457 and 458: amount equal to 2% of the par value
Page 459 and 460: curricula vitae are attached) as Di
Page 461 and 462: at least twenty-five days before th
Page 463 and 464: Authorization to increase share cap
Page 465 and 466: and this is confirmed in a report p
Page 467 and 468: 5.6 - For five years starting from
Page 469 and 470: Proposed Resolution The Shareholder
Page 471 and 472: 9.8 - In appointing directors who f
Page 473: only one slate. 17.10 - The Board o
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