Telecom Italia CEO faces investor showdown

By Elvira Pollina

MILAN (Reuters) - Telecom Italia (TIM) shareholders will vote on April 23 on whether to hand CEO Pietro Labriola a new mandate to press ahead with his plans to revive the debt-laden group by selling its domestic access network to KKR.

Here are Labriola's plans and the alternative proposals:

PLAN A

Labriola, who has been running TIM for the past two years, has agreed to sell its national network grid - its main piece of infrastructure - to U.S. fund KKR for up to 22 billion euros ($23.4 billion) in what would be a first for a former phone monopoly in a major European market.

Backed by the Italian government, which holds an indirect stake in TIM, the sale is intended to mark a fresh start for a group long hobbled by debt and fierce competition.

TIM expects to finalise the sale this summer, subject to EU antitrust approval, knocking a 14 billion euros off its debts and shifting most of its 37,000 domestic workers on to the network.

But Labriola has come under pressure after a record stock plunge last month when markets gave a thumbs down to the financial outlook for a slimmed down TIM business.

VIVENDI'S ROLE

Vivendi, TIM's single largest shareholder with a 24% stake, has criticised the network sale, questioning both the price and the sustainability of the residual services business. The French media group is fighting the sale in court.

Vivendi could obstruct Labriola's reappointment if it decides to back a slate of alternative board candidates put forward by TIM minority investors.

While Vivendi is not expected to back the nominees put forward by the outgoing TIM board and headed by Labriola, it is yet to say whether it would support any other slate.

Last year its representatives quit the board after a round of fruitless talks with the government on TIM's future.

CHALLENGING LABRIOLA

Activist investors Merlyn Partners and Bluebell Capital Partners, each owning a 0.5% stake in TIM, have put forward separate slate of candidates in a challenge to Labriola.

Both have said they would seek to review and improve the terms of the KKR deal, in a bid to attract Vivendi's backing.

Merlyn also wants TIM to sell its Brazil-listed subsidiary this year and its domestic consumer business in 2025 to focus on big corporate clients with value added digital services.

Merlyn has proposed former TIM deputy general manager Stefano Siragusa as CEO. Bluebell has nominated Laurence Lafont, the outgoing vice-president for strategic industries at Google Cloud for the job.

WHO WILL PREVAIL?

Hard to say, with AGM attendance and Vivendi's stance the swing factors.

Under TIM's bylaws, the slate of nominees which secure most of the votes gets two thirds of the board seats, meaning it can name the CEO.

Attendance ranged between 53% and 59% in the last three AGM. That means Merlyn or Bluebell need to attract Vivendi's backing and additional votes from other investors holding only a combined stake of 3-6% in TIM to secure a victory.

An attendance rate above 60% is seen as positive for Labriola's chances.

State lender CDP, which holds a 10% stake in TIM, is backing the outgoing board slate.

Proxy advisers ISS and Glass Lewis, whose recommendations are generally followed by investors representing about 10% of TIM, told investors to back the outgoing board slate.

If Vivendi decides to abstain, the board slate would likely prevail. But the French group is yet to show its hand.($1 = 0.9402 euros)

(Reporting by Elvira Pollina; Editing by Keith Weir and Alexander Smith)