Report of Foreign Issuer (6-k)
May 04 2017 - 4:41PM
Edgar (US Regulatory)
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 2017
TIM S.p.A.
(Translation of registrants 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 ☒ 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 ☒
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b):
82-
Press Release
TIM
SHAREHOLDERS MEETING HELD
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2016 FINANCIAL STATEMENTS APPROVED
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DISTRIBUTION OF A PRIVILEGED DIVIDEND OF 2.75 EUROCENTS ON SAVINGS SHARES APPROVED
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REMUNERATION POLICY PROPOSED FOR 2017 BY OUTGOING BOARD OF DIRECTORS APPROVED
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NEW BOARD OF DIRECTORS APPOINTED
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Rozzano (MI), 04 May 2017
The ordinary Shareholders Meeting of TIM was held today under the chairmanship of Giuseppe Recchi. The Shareholders Meeting recorded the presence
of 58.75% of the Companys ordinary share capital.
The Shareholders Meeting:
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approved the 2016 financial statements
of TIM S.p.A., which closed with a profit of 1,896 million euros, and the distribution of a privileged dividend of 2.75 cents per share to savings shares only. The
dividend will be payable from 21 June 2017 (record date 20 June 2017) with a coupon date of 19 June 2017;
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approved the Report on Remuneration
where it describes the Companys remuneration policy for directors and key managers;
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appointed the new Board of Directors
approving the proposals presented by the shareholder Vivendi and establishing the number of Directors at 15, the duration of their term of office at three financial years
(until the approval of the financial statements as of 31 December 2019), the total annual compensation of the board at 2,200,000 euros, to be distributed among its members in compliance with the resolutions approved by the Board itself.
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As provided by the Companys bylaws, having the slate presented by Vivendi obtained the highest number of votes, based on the slate
voting system, the following 10 Directors were appointed:
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1.
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Arnaud Roy de PUYFONTAINE
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6.
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Félicité HERZOG (independent)
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7.
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Franco BERNABÈ (independent)
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8.
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Marella MORETTI (independent)
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9.
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Camilla ANTONINI (independent)
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10.
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Anna JONES (independent)
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The remaining 5 Directors (all independent) were appointed from the slate presented
by a group of asset management companies and international investors, as follows:
Finally, the Shareholders Meeting
approved
the proposal made by the
shareholder Vivendi to
authorise the waiver of the competition prohibition for the Directors
imposed by article 2390 of the Italian Civil Code, where applicable.
The
curricula vitae
of the newly-appointed Directors and their declarations (including with regard to their meeting the requirements of independence)
are available on the Company website
www.telecomitalia.com
, Shareholders Meetings section (Investors tab).
TIM Press Office
+39 06 3688 2610
www.telecomitalia.com/media
Twitter: @TIMnewsroom
Telecom Italia Investor
Relations
+39 02 8595 4131
www.telecomitalia.com/investor_relations
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 Groups interim report as of and for the three months ended March 31, 2017 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:
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our ability to successfully implement our strategy over the 2017-2019 period;
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2.
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the continuing effects of the global economic crisis in the principal markets in which we operate, including, in particular, our core Italian market;
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3.
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the impact of regulatory decisions and changes in the regulatory environment in Italy and other countries in which we operate;
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the impact of political developments in Italy and other countries in which we operate;
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5.
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our ability to successfully meet competition on both price and innovation capabilities of new products and services;
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6.
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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;
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7.
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our ability to successfully implement our internet and broadband strategy;
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our ability to successfully achieve our debt reduction and other targets;
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the impact of fluctuations in currency exchange and interest rates and the performance of the equity markets in general;
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10.
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the outcome of litigation, disputes and investigations in which we are involved or may become involved;
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11.
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our ability to build up our business in adjacent markets and in international markets (particularly in Brazil), due to our specialist and technical resources;
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our ability to achieve the expected return on the investments and capital expenditures we have made and continue to make in Brazil;
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the amount and timing of any future impairment charges for our authorizations, goodwill or other assets;
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14.
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our ability to manage and reduce costs;
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15.
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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
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16.
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the costs we may incur due to unexpected events, in particular where our insurance is not sufficient to cover such costs.
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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 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 4, 2017
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TIM S.p.A.
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BY:
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/s/ Umberto Pandolfi
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Umberto Pandolfi
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Company Manager
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Telcom Italia (PK) (USOTC:TIAOF)
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