Pre-Annual General Meeting Information • Mar 23, 2018
Pre-Annual General Meeting Information
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TIM S.p.A.
A company directed and coordinated by Vivendi S.A. Registered Office in Milan at Via Gaetano Negri 1 General Administration and Secondary Office in Rome at Corso d'Italia 41 PEC (Certified electronic mail) box: [email protected] Share capital 11,677,002,855.10 euros fully paid up Tax Code/VAT Registration Number and Milan Business Register Number 00488410010
(The report is available on the website www.telecomitalia.com)
Dear Shareholders,
following the resignation of Flavio Cattaneo (27 July 2017, taking effect the following day), the Board of Directors, in the meeting of 28 September 2017, at the proposal of the Nomination and Remuneration Committee, co-opted Amos Genish as a Director, who at the same time was appointed General Manager and Chief Executive Officer. He shall remain in office until the Meeting pursuant to the law.
Since the slate voting mechanism does not apply to this case, the Bylaws requiring it only in case of the renewal of the entire board, we propose that you appoint Amos Genish (the curriculum vitae of whom is attached) as Director of the Company for the remaining duration of the mandate of the current Board of Directors, and hence until approval of the financial statements for the year at 31 December 2019.
The Board of Directors therefore submits for your approval the following resolution.
The Shareholders' Meeting of TIM S.p.A.,
resolves to appoint Amos Genish as Director of the Company expiring together with the Directors in office and therefore until the approval of the financial statements at 31 December 2019.
Amos Genish is Chief Executive Officer and General Manager of Telecom Italia from September 28, 2017.
Until the end of 2016, Amos Genish was CEO of Telefonica Brasil / Vivo (over 20 bln€ market cap at time). During his tenure, Telefonica Brasil / Vivo has outperformed the Brazilian telecom market in revenue and EBITDA growth, as well as in total shareholder returns.
Amos joined Telefónica at the beginning of 2015, when it acquired GVT, an innovative and fast-growing telecom and Pay TV operator, of which he was CEO.
Amos co-founded GVT. CEO since 1999, he led the successful bid for the "mirror" license of region 2 in Brazil. In 2007, Amos led GVT's IPO in the Brazilian stock exchange. In 2009, he led the company's sale to Vivendi (from 2011 to 2013, Amos was part of Vivendi's Management Board). In 2014, he led the negotiations of GVT's sale to Telefónica (7.45 € billions deal).
Prior to this, Amos was CEO of GVT rural telecom operation, where he managed the initial fund raising to start the activities of the company and support the launch of services in Chile, Peru and Colombia.
From 1989 Amos joined as CFO the young start-up Edunetics ltd., which developed comprehensive curriculum multimedia-based systems mostly for the US school market. In 1992 he led jointly with the CEO the IPO of the company on Nasdaq. In 1995 he was appointed CEO of it.
From 1986 to 1989 Amos worked in one of the largest accounting firm in Israel (KMPG Israel as of today), where he was involved in the audit and tax work of large holding companies.
Recently, from the beginning of 2017 to July 2017, he held the position of Chief Convergence Officer in Vivendi. In this role, Amos oversees the Group's convergence strategy between content, platforms and distribution.
Amos is a member of the Board of Representatives of Vevo - the leading international music video hosting company co-owned by Universal Music Group, Sony Music Entertainment, Google and Abu Dhabi Media Company - and member also of the Board of Itaù Unibanco Holding Sa, the largest Brazilian publicly quoted bank.
In 2016, Amos was ranked as Latin America's best CEO in the Technology, Media and Telecommunications industry by Institutional Investor.
Amos Genish was born in Hedera, Israel in 1960.
He holds a B.A. in Economics and Accounting from Tel Aviv University.
March 2018
the draft financial statements of TIM S.p.A. presented for the approval of the Shareholders' Meeting show a net profit of 1,086,900,606 euros, for an analysis of which please refer to the report on operations.
As per the dividend policy already announced, the proposal is to limit the remuneration of the capital to the payment solely of the privileged dividend to the savings shares, as per the Bylaws (5% of 0.55 euro per share), allocating 165,764,271.73 euros to the distribution. The remaining profit, net of the allocation to the legal reserve, will be carried forward.
The dividends will be made payable to the entitled parties based on the evidence in the share deposit accounts at the end of the record date of 19 June 2018 (record date), starting from 20 June 2018 next, while the coupon date will be 18 June 2018.
In view of the above, the Board of Directors submits for your approval the following resolution.
The Shareholders' Meeting of TIM S.p.A.,
pursuant to the law, the report on remuneration has been prepared for the Shareholders' Meeting to be held on 24 April 2018; it is divided into two sections:
You are called on to express your opinion of the first section of the report, with a resolution that is not legally binding.
The Board of Directors therefore submits for your approval the following resolution.
The Shareholders' Meeting of TIM S.p.A.,
resolves to approve the first section of the Company's report on remuneration.
Dear Shareholders,
you have been called to discuss and resolve on the proposed long term share-based incentive plan entitled the "Long Term Incentive Plan 2018".
The initiative is based on the "performance shares" tool, through the allocation, free of charge, subject to a twoyear lock-up, of a maximum of 85,000,000 ordinary shares, in a variable number depending on the extent to which predetermined performance parameters are achieved in the period 2018-2020 (which corresponds to the time span of the Group's strategic planning). These parameters are: (i) the performance of ordinary shares on the stock market in the period from 1 January 2018 to 31 December 2020 (except for cases of either early termination with the right maintained, or subsequent allocation), compared to a basket of securities issued by a panel of peers (weight: 70%); and (ii) the cumulated free cash flow over the incentive period, as per the 2018-2020 strategic plan (weight: 30%).
The Long Term Incentive Plan 2018 is divided into two tranches, separately submitted to you for approval, destined for the Chief Executive Officer of TIM S.p.A., Amos Genish, and to members of the senior management of the Group to be selected by the Board of Directors at the proposal of the Executive Chair and the Chief Executive Officer, respectively.
The aim pursued is that of incentivising their pursuit of qualifying objectives of the Group's strategic plan, creating greater alignment between the remuneration of the management and the creation of value for the Company's shareholders.
The Company's treasury shares may be used towards the initiative. The Company also expressly reserves the right to define, during the three-year period 2018-2020, further arrangements to acquire the availability of ordinary shares to be used for the initiative.
The details of the plan are set out in the dedicated information document, drawn up in accordance with the legal provisions and the Consob regulations, and disclosed concurrently with this report. You are invited to examine it. In view of all this, the Board of Directors submits for your approval the following resolutions.
The Shareholders' Meeting of TIM S.p.A.,
having examined the information document on the operation;
resolved
Proposal 2: Incentive plan based on financial instruments - tranche destined for members of the management of TIM S.p.A. and its subsidiaries
The Shareholders' Meeting of TIM S.p.A.,
having examined the information document on the operation;
resolved
Dear Shareholders,
The appointment of PwC S.p.A. as external auditors, resolved by the Shareholders' Meeting on 29 April 2010, will expire with the audit of the financial statements to 31 December 2018.
The Shareholders' Meeting is therefore called on to appoint a new external auditor for the nine year period 2019- 2027, based on the selection made by the Board of Statutory Auditors which, as set out in the "Guidelines for the conferment of assignments on independent auditors" of TIM S.p.A, in Part 1 - The selection process for the new Sole External Auditor of the Group (2017 edition), is to identify the firm to which the following responsibilities are to be assigned:
The document drafted by the Board of Statutory Auditors is provided below.
With the issue of the audit report on the separate and consolidated financial statements for the year ending on 31 December 2018 of TIM S.p.A. ("TIM" or the "Company"), the engagement for the period 2010 - 2018 conferred on audit firm PricewaterhouseCoopers S.p.A. ("PwC") by the TIM Shareholders' Meeting on 29 April 2010 comes to an end.
In the month of September 2017, TIM therefore started the process to select a new sole external auditor for the Group for the nine year period 2019 - 2027, to undertake the following activities:
Starting the process well before the expiry of PwC's mandate was indispensable to respect the principles of independence and, in particular, the prohibition, contained in the reference law, to receive services of "Design and delivery of internal control and risk management procedures relating to the preparation and/or control of financial reporting, or the design and delivery of technology systems for financial reporting" from the auditor in the 12 months preceding the start of the audit period.
The Shareholders' Meeting called to approve the separate financial statements of TIM as at 31 December 2017 will also be called on to resolve on the choice of a new sole external auditor for the Group, as well as to approve the fee and criteria for its updating, at the reasoned proposal of the Board of Statutory Auditors.
The Board of Statutory Auditors of TIM has drawn up this recommendation for the purposes prescribed in the current regulations, and after a suitable selection procedure carried out with the support of the executive responsible for the preparation of TIM's accounting documents.
The national and European regulations prescribe that:
The selection procedure shall also be carried out in accordance with US Securities Laws, since TIM is listed on the New York Stock Exchange.
Moreover, the Boards of Statutory Auditors / Audit Committees of the following subsidiaries were also involved in the selection processes - without prejudice to their respective responsibilities pursuant to the specific regulation applicable:
In detail:
• the preliminary investigation to identify the Group's Sole External Auditor was coordinated by the Chief Financial Officer and the executive responsible for the preparation of TIM's accounting documents, in agreement with their opposite numbers in INWIT, TI Finance, TI Capital and TIM Participações, under the supervision of the Boards of Statutory Auditors / Audit Committees of these companies;
TIM – Reports and proposed resolutions of the Board of Directors 11
Translation for the reader's convenience only. In case of inconsistency, the Italian text will prevail
• in agreement with the Chief Financial Officers of INWIT, TI Finance, TI Capital and TIM Participações, the Chief Financial Officer of TIM assessed the proposals made by the auditors based on predefined technicalqualitative and economic parameters, and drew up a report on the conclusions of the selection process and he submitted the report on those matters within their sphere of competence to the various Boards of Statutory Auditors / Audit Committees of the companies listed in the preceding point, and submitted the complete report to the Board of Statutory Auditors of TIM.
At the end of December 2017 the Board of Statutory Auditors of TIM formalised the results of the selection. The Selection Process consisted of the following phases:
Phase 1 - Pre-selection: seven audit firms that met the identified criteria (Baker Tilly Revisa S.p.A., BDO ITALIA S.p.A., Deloitte & Touche S.p.A., EY S.p.A., KPMG S.p.A., MAZARS ITALIA S.p.A., RIA GRANT THORNTON S.p.A.) were invited to express their interest in participating in the selection. The invitation letters contained an initial preliminary indication of the technical-qualitative aspects deemed relevant for the purpose of selecting the new auditor. Having noted that three audit firms (i.e. Baker Tilly Revisa S.p.A., BDO ITALIA S.p.A. and MAZARS ITALIA S.p.A.) had decided to decline the invitation, for various reasons, the process continued with the remaining four.
Phase 2 - Selection: the selection was made through an online competitive procedure, using a dedicated IT platform that allowed us to manage and trace all correspondence and documentation exchanged between TIM and the participating audit firms.
The requests to submit offers contained all the elements needed to formulate a proposal, as well as the criteria for the assessment of the offers and how the procedure would proceed, including the model framework proposal applicable for all TIM Group companies.
As for the selection criteria, a total weight of 60 was attributed to the technical-qualitative aspects, with a maximum assignable score of 600 points, broken down as follows:
Respecting the economic aspects of the offer (weight 40), the maximum score that could be assigned was 400 points, and the quantitative assessment was made on the overall TIM Group offer, broken down as follows:
All the offers had been submitted by 24 October 2017, with subsequent requests for clarification and reissue of the economic part only, without prejudice to the commitment in terms of hour and mix of professionals. On 7 December 2017 the candidates were asked to proceed to present their definitive offers, and definitive offers had been received from the four participating audit firms by 12 December 2017.
Phase 3 - Results of the Selection Process: the definitive offers received were analysed with the Board of Statutory Auditors of TIM which, having completed its assessment, informed the participating audit firms of the outcome of the selection, reminding the top two of the need to respect the prohibition to perform prohibited services in the cooling-in period referred to above from 1 January 2018.
Based on the assessment of the technical-qualitative and economic aspects previously described, the results of the process produced the following ranking list:
It should be noted that the distinctive elements, in terms of quality and efficiency in the provision of audit services, were:
The Board of Statutory Auditors of TIM,
TIM – Reports and proposed resolutions of the Board of Directors 14 Translation for the reader's convenience only. In case of inconsistency, the Italian text will prevail
Milan, 26 February 2018
Pursuant to art. 16, subsection 2 of EU Regulation 537/2014, the Board of Statutory Auditors declares that this recommendation has not been influenced by third parties and that no clause of a type described in paragraph 6 of said art. 16 of the EU regulation has been applied.
Milan, 26 February 2018
THE BOARD OF STATUTORY AUDITORS
Annex 1 - Summary of EY S.p.A. proposal Annex 1BIS - EY S.p.A. engagement letter and annexes (*) Annex 2 - Summary of KPMG S.p.A. proposal Annex 2BIS - KPMG S.p.A. engagement letter and annexes (*)
(*) Documentation available at the registered office of the Company
Audit Firm: EY S.p.A. Registered Office: Rome, via Po, 32 – 00198 Registration Number on the Register of External Auditors: 70945 Tax Code: 00434000584
Audit Hours and Fees (nine year period 2019 – 2027)
| EY S.p.A. | Audit Hours and Fees | |
|---|---|---|
| Engagement for the nine year period 2019-2027 | Hours (**) | Annual fees of € |
| External audit of the separate financial statements of TIM S.p.A. (*) | 13,170 | 933,000 |
| External auditing of TIM Group consolidated financial statements | 2,360 | 167,000 |
| Limited audit of the condensed half-yearly consolidated financial statements | ||
| to 30 June of the TIM Group | 2,755 | 195,000 |
| Audit of the TIM Group Consolidated Financial Statements included in Form | ||
| 20-F prepared in compliance with the provisions of US Securities Laws | 4,777 | 447,158 |
| Auditing of the internal controls that oversee the preparation of the TIM | ||
| Group Consolidated Financial Statements in accordance with Section 404 of | ||
| the Sarbanes-Oxley Act | 10,073 | 635,842 |
| Certification of the conformity of the TIM Group's "Consolidated Non | ||
| Financial Statement pursuant to Legislative Decree 254/2016". | 1,013 | 72,000 |
| Total annual hours and fees | 34,148 | 2,450,000 |
(*) These fees include the activities prescribed by the tax regulations of reference that are the responsibility of the Audit Firm.
(**) Professional mix differentiated by audit task:
TIM – Reports and proposed resolutions of the Board of Directors 16 Translation for the reader's convenience only. In case of inconsistency, the Italian text will prevail
| Mechanisms for adjusting fees for TIM S.p.A. | |
|---|---|
| - ISTAT index |
FOI index excluding tobacco products |
| - Percentage change in ISTAT index |
90% |
| - Period of application |
30 June / 1 July previous year |
| - Applicable from |
1 July 2020 |
| Arrangements for the reimbursement of ancillary | |
| costs | |
| - Reimbursement of contribution for security service (where applicable) |
Payable by the audit firm |
| - Reimbursement of out-of-pocket expenses |
|
| (when relating to time spent outside normal | To the amount incurred and in any event within a maximum |
| office premises and on out-of-town |
of 5% of the fees |
| assignments) | |
| - Reimbursement of expenses for technology, communication and secretarial services |
Not charged |
| Based on monthly work in progress (WIP) with invoicing in | |
| Invoicing terms | the first week of the following month |
| Terms of payment | 90 days end of month of date of invoice |
If circumstances should arise such as to entail a significant increase in audit time compared to what is estimated in our proposal - such as, by way of example, a change in the structure and size of the Company or the Group it controls, changes in the safeguards instituted as part of the internal control system, regulatory changes, changes in auditing standards, the performance of complex transactions carried out by Your Company or the Group it controls, additional audit procedures required by Consob through its notices or reference auditing standards, these will be discussed beforehand with the Company Management so that a written proposal can be submitted to increase the fees originally prescribed, also taking into account of the content of the legal and regulatory provisions of reference. It will be your responsibility to transmit any such supplementation to the competent Governance Body. Likewise, if less time should be spent than foreseen, the fees will be reduced proportionately. In addition, as you requested, we confirm our commitment, for the nine year period 2019-2027, to not ask for supplementary fees in case of (1) the introduction of new accounting standards, where we have agreed in advance with the Management that such novelties do not represent significant changes in the audit procedures to be carried out; (2) changes in the mix of professional roles used in the audit procedure, excepting those cases agreed and defined in advance with the Management of the Company.
Audit Firm: KPMG S.p.A. Registered Office: Milan, via Vittor Pisani, 25 – 20124 Registration Number on the Register of External Auditors: 70623 Tax Code: 00709600159
Audit Fees (nine year period 2019 – 2027)
| KPMG S.p.A. | Audit Hours and Fees | |
|---|---|---|
| Engagement for the nine year period 2019-2027 | Hours (**) | Annual fees of € |
| External audit of the separate financial statements of TIM S.p.A. (*) | 10,540 | 800,000 |
| External auditing of TIM Group consolidated financial statements | 2,088 | 120,000 |
| Limited audit of the condensed half-yearly consolidated financial statements | ||
| to 30 June of the TIM Group | 2,204 | 140,000 |
| Audit of the TIM Group Consolidated Financial Statements included in Form | ||
| 20-F prepared in compliance with the provisions of US Securities Laws | 2,822 | 200,000 |
| Auditing of the internal controls that oversee the preparation of the TIM | ||
| Group Consolidated Financial Statements in accordance with Section 404 of | ||
| the Sarbanes-Oxley Act | 11,286 | 900,000 |
| Certification of the conformity of the TIM Group's "Consolidated Non | ||
| Financial Statement pursuant to Legislative Decree 254/2016" | 1,200 | 80,000 |
| Total annual hours and fees | 30,140 | 2,240,000 |
(*) These fees include the activities prescribed by the tax regulations of reference that are the responsibility of the Audit Firm.
(**) Professional mix differentiated by audit task: Partners 12%, Managers 30%, Seniors 35% Staff 18% and Assistants 5%.
| Mechanisms for adjusting fees | |
|---|---|
| - ISTAT index |
FOI index excluding tobacco products |
| - Percentage change in ISTAT index |
90% |
| - Period of application |
30 June / 1 July previous year |
| - Applicable from |
1 July 2020 |
| Arrangements for the reimbursement of ancillary | |
| costs | |
| - Reimbursement of contribution for security service (where applicable) |
Payable by the audit firm |
| - Reimbursement of out-of-pocket expenses |
|
| (when relating to time spent outside normal | To the amount incurred and in any event within a maximum |
| office premises and on out-of-town |
of 5% of the fees |
| assignments) | |
| - Reimbursement of expenses for technology, communication and secretarial services |
Not charged |
| Based on monthly work in progress (WIP) with invoicing in | |
| Invoicing terms | the first week of the following month |
| Terms of payment | 90 days end of month of date of invoice |
TIM – Reports and proposed resolutions of the Board of Directors 18 Translation for the reader's convenience only. In case of inconsistency, the Italian text will prevail
If circumstances should arise such as to entail a significant increase in audit time compared to what is estimated in our proposal - such as, by way of example, a change in the structure and size of the Company or the Group it controls, changes in the safeguards instituted as part of the internal control system, regulatory changes, changes in auditing standards, the performance of complex transactions carried out by Your Company or the Group it controls, additional audit procedures required by Consob through its notices or reference auditing standards, these will be discussed beforehand with the Company Management so that a written proposal can be submitted to increase the fees originally prescribed, also taking into account of the content of the legal and regulatory provisions of reference. It will be your responsibility to transmit any such supplementation to the competent Governance Body. Likewise, if less time should be spent than foreseen, the fees will be reduced proportionately. In addition, as you requested, we confirm our commitment, for the nine year period 2019-2027, to not ask for supplementary fees in case of (1) the introduction of new accounting standards, where we have agreed in advance with the Management that such novelties do not represent significant changes in the audit procedures to be carried out; (2) changes in the mix of professional roles used in the audit procedure, excepting those cases agreed and defined in advance with the Management of the Company.
the term of office of the Board of Statutory Auditors appointed by the Shareholders' Meeting of 20 May 2015 expires with approval of the financial statements for the year ending 31 December 2017. In order to renew the control body, the Shareholders' Meeting is called on:
The above proposals are devolved to the Shareholders, since the role of the Board of Directors shall only call the meeting and provide the following elements of information. You are reminded that duration of the Auditors' mandate is established by law as three financial years, and thus until the Shareholders' Meeting called to approve the financial statements at 31 December 2020.
The Company Bylaws prescribe that five Standing Auditors (at least two of whom of the less represented gender) and four Alternative Auditors (two of each gender) be appointed. At least two Standing Auditors and one Alternate Auditor must be chosen from among those registered in the register of chartered accountants who have acted as external auditors for a period of no less than three years. The remaining (Standing and Alternate) Auditors must have accrued at least three years' experience of:
According to the Company Bylaws, the following sectors of activity and subjects are considered to be closely linked to that of the Company: activities and subjects related to telecommunications, information technology, telematics, electronics and multimedia technology, as well as matters related to private and administrative law, economics and business administration.
Renewal takes place on the basis of slates divided into two sections respectively for Standing Auditors and for Alternate Auditors. The first candidate in each section is selected from among chartered accountants entered in the appropriate register who have worked on external audits for at least three years. In each section, if there are three or more candidates, the presence of both genders must be ensured, in such a way that candidates of the less represented gender are at least one third of the total, rounding any fractions up to the next whole number.
Slates may be submitted by 30 March 2017 by shareholders who, alone or jointly with others, hold a total number of shares that represents at least 0.5% of the capital with voting rights in the Ordinary Shareholders' Meeting. If on 30 March only one (or no) slate has been validly submitted, or if only slates linked to the relative majority shareholder (at the date of this report: Vivendi S.A.) have been submitted, the deadline for submission shall be postponed to 3 April 2018 (since the previous day is a holiday) and the threshold of entitlement to vote halved to 0.25%. In any event, the Company must obtain the communications of entitlement to vote from the intermediaries by 3 April 2018.
Each shareholder may only submit a single slate, alone or jointly with others, providing information on its identity and the percentage of the total shareholding it holds, and shall also declare any connecting relationships, including indirect relationships, with the relative majority shareholder. Together with the slate, the declarations of acceptance to stand provided by each candidate, documentation attesting that they possess relevant requirements, and their curricula vitae must be filed.
Translation for the reader's convenience only. In case of inconsistency, the Italian text will prevail
In the shareholders' meeting,
If this method does not produce gender balance, the last candidates elected from the majority slate of the more represented gender shall be replaced by the top unelected candidates of the less represented gender on the same slate. In the absence of candidates of the less represented gender on the majority slate, the Shareholders' Meeting shall supplement the Board of Statutory Auditors by a vote decided by absolute majority of the share capital represented at the meeting, thus ensuring that the requirement is met.
Similarly, the Shareholders' Meeting shall resolve by the majorities required by law to appoint Statutory Auditors who for whatever reason have not been appointed pursuant to the slate voting procedure described above.
The slate voting mechanism is intended, by law, to ensure that some Auditors are elected by the "minority shareholders not directly or indirectly associated with shareholders who submitted or voted for the slate that came first in terms of number of votes" (in accordance with article 148 of Legislative Decree No. 58/1998). The law also prescribes that the Chair of the Board of Statutory Auditors is to be appointed by the Shareholders' Meeting from amongst the Standing Auditors "elected by the minority", and the Company Bylaws interprets this to refer to the Standing Auditors appointed from the minority slates.
The Shareholders' Meeting shall resolve on this matter by an absolute majority of share capital represented at the meeting.
The annual remuneration of the Statutory Auditors is determined by the Shareholders' Meeting for the whole duration of their mandate.
For the formulation of the remuneration proposal, the shareholders are invited to consider that in TIM S.p.A. the Board of Statutory Auditors (i) is charged with the activities assigned to it by Italian law, (ii) functions as an audit committee in the sense of US law, to the extent this is applicable to the Company as it is a foreign private issuer listed on the New York Stock Exchange, and (iii) performs the role of a supervisory body, pursuant to Legislative Decree no. 231/2001.
We should point out that the remuneration of the outgoing Board of Statutory Auditors was established by the Shareholders' Meeting of 20 May 2015 at 95,000 euros gross per year for each Standing Auditor and 135,000 euros gross per year for the Chair of the Board of Statutory Auditors.
In view of all this, the Board of Directors of TIM S.p.A., in preparation for the Shareholders' Meeting for renewing the Board of Statutory Auditors, recommends that shareholders should:
Candidates should also provide a photograph, and authorise publication of their curriculum vitae on the Company website, ensuring that details they do not wish to be disseminated are not included.
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