This excerpt taken from the TI 6-K filed May 29, 2009.
invites the Shareholders Meeting
to adopt the relevant resolutions for the election of the Board of Auditors in accordance with the law, Consobs regulatory provisions and the Companys bylaws.
the shareholders meeting of 6 May 2004 authorized the Board of Directors, for five years,
Both the mandates (set out in the last three paragraphs of Article 5 of the bylaws) will soon expire. You are therefore invited to renew them basically as they stand, except for the increase to euro 1 billion of the nominal value of the bonds that can be issued, subject to the revocation of the existing mandates for the remaining period of their validity.
The reason for recourse to such mandates is the desirability of shortening the time needed to carry out any extraordinary corporate actions approved, thereby minimizing the risk of market fluctuations between the time of the announcement and the time of the approval of the transaction by the shareholders meeting. The reasons for each such initiative will naturally be given in the documentation that will be published in compliance with the rules in force.
None of the amendments to the bylaws consequent on the proposed mandates described above will result in shareholders who do not vote in favour of their approval being entitled to withdrawal rights.
The resolution that the shareholders meeting is invited to approve is shown below with the proposed amendments to the bylaws compared with the existing text.
In light of the foregoing, the Board of Directors invites you to approve the following