Company Bylaws

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The Shareholders' Meeting of 12 April 2007 approved the adaptation of the bylaws of Telecom Italia Media to the new legislative provisions (the so-called Law on the Protection of Savings). It introduced amendments which respond to the recommendations and criteria drawn from Borsa Italiana's new Corporate Governance Code (March 2006 edition), and amendments which update and improve the text, by making a set of rules on which the relationship among Telecom Italia Media 's shareholders is more clear, systematic and complete.

In extraordinary session on 6 April 2009, the Shareholders’ Meeting called for the elimination of a clause relating to an old stock option plan (art. 5.3), which is already extinguished, and to renew the proxy to issue shares (authorization to expire in May), by amending article 5.4 of the company articles of association.

The Shareholders’ Meeting of  8 April  2010 approved:

(a) cancelling the nominal value of ordinary and savings shares;

(b) a reverse stock split at a ratio of one ordinary / savings share for every 10 ordinary / savings shares held;

(c) the necessary amendments to the corporate bylaws in order for the measures and the characteristics of the company’s savings shares rights to remain unchanged following the decisions mentioned in points (a) and (b);

(d) a capital increase of Euro 240 million through the issue of ordinary shares to be offered on an optional basis to ordinary and savings share holders, revoking the Board’s previous power to raise share capital to a total 10 million shares.

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