UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MAY 2016

 

 

TELECOM ITALIA S.p.A.

(Translation of registrant’s name into English)

 

 

Via Gaetano Negri 1

20123 Milan, Italy

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

FORM 20-F  x            FORM 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

YES  ¨            NO   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

 

 

 

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Press Release

TELECOM ITALIA SHAREHOLDERS’ MEETING HELD:

ALL ITEMS ON THE AGENDA APPROVED

 

•

2015 FINANCIAL STATEMENTS APPROVED

 

•

DISTRIBUTION OF A PRIVILEGED DIVIDEND OF 2.75 EUROCENTS ON SAVINGS SHARES APPROVED

 

•

COMPANY REMUNERATION POLICY AND “SPECIAL AWARD” INCENTIVE PLAN APPROVED

 

•

REDUCTION IN THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS, FROM 17 TO 16, APPROVED

 

•

INTEGRATION OF THE COMPANY’S NAME “TELECOM ITALIA S.P.A.” WITH “TIM S.P.A.” APPROVED

Rozzano, 25 May 2016

The ordinary and extraordinary sessions of the Telecom Italia Shareholders’ Meeting met today chaired by Giuseppe Recchi. The Shareholders’ Meeting recorded the presence of 60.48% of the Company’s ordinary share capital.

In the ordinary and extraordinary sessions, the Shareholders’ Meeting:

 

•

approved the financial statements of Telecom Italia S.p.A. for the 2015 financial year. The Shareholders Meeting also approved the distribution of the privileged dividend only to the savings shares, in the amount of 2.75 eurocents per share, using the reserves. The dividend will be payable, on the basis of the evidence of the share deposit accounts at the end of the record date of 21 June 2016, starting from 22 June 2016 (the payment date), while the coupon date will be 20 June 2016;

 

•

approved the policy regarding the remuneration of directors and key managers with strategic responsibilities, with reference to the 2016 financial year.

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•

approved the Special Award incentive plan, on which it was asked to express an opinion limited only to the part to be disbursed in shares. In particular, therefore, the majority of shareholders who attended the meeting expressed a positive opinion of this extraordinary remuneration, which is intended to pursue a change in management and a relaunch of the Company, linked to exceeding the objectives of the Business Plan 2016-2018.

 

•

approved the reduction in the number of members of the Board of Directors from 17 to 16;

 

•

approved the integration of the company name through the amendment of Article 1 of the Company Bylaws; consequently, the company is called “Telecom Italia S.p.A.” and alternatively “TIM S.p.A.”.

Telecom Italia Press Office

+39 06 3688 2610

www.telecomitalia.com/media

Twitter: @telecomitaliaTW

Telecom Italia Investor Relations

+39 02 8595 4131

www.telecomitalia.com/investor_relations

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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 three months ended March 31, 2016 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 2016-2018 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

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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: May 25, 2016