The Extraordinary and Ordinary Meeting of ALITALIA

30th May 2002

The extraordinary and ordinary meeting of ALITALIA shareholders took place this week, and:

a) approved the financial balance sheet at December 31, 2001, deliberating to cover the operating loss of 905,348,021.65 euros by using reserves available from the Company assets and by reducing the Company capital to 572,924,342.16 euros (consequently, the nominal value of the shares goes down from 0.52 euros to 0.37 euros);

b) decided to increase the Company capital to 715,843,029.30 euros - reserving this increase, to be carried out by June 30, 2002, for the Ministry of Economy and Finance - by means of issuing 386,266,722 shares at a price of 0.96 euros each, of which 0.59 euros represents a surcharge;

c) delegated the Board of Directors:

- to further increase the Company capital and to issue convertible bonds for a maximum nominal amount of 1,431,686,058.60 euros of which half to be used for share subscription, and the other half for the conversion of convertible bonds. The shares and the bonds will be issued at a price of 0.37 euros each;


- to carry out a subsequent increase in capital for a maximum amount of 66,600,000 euros, reserved for employees of the Company and of controlled companies, by means of assigning them subscription rights for newly issued ordinary shares at the price of 0.37 euros each.

Furthermore - within the framework of the Decree dated March 30, 2000, no. 162 issued by the Ministry of Justice together with the Ministry of the Treasury, Budget and Economic Planning - today’s Meeting approved a modification to article 29 of the Company Statute concerning the professional qualifications of the Auditing Board.

The Meeting nominated the following members of the Auditing Board for the threeyear period 2002-2004:

Mr Bruno Steve President // Mr Luca Arnaboldi Standing auditor // Mr Leone Barbieri Standing auditor // Mr Claudio Bianchi Standing auditor // Mr Luigi Pacifico Standing auditor // Mr Mauro Cicchelli Substitute auditor // Mr Giorgio Ferrari Substitute auditor

as well as confirming the following Directors until the expiry date of the current Board of Directors: Mr Michele Cicia and Monsieur Jean-Cyril Spinetta, President and CEO of Air France, already co-opted by the Board.

The Meeting also commissioned the firm Deloitte & Touche to audit the accounts for the three-year period 2002-2004.

Finally, the Meeting approved the project for merger by incorporation with ALITALIA of the controlled companies Alitalia Team S.p.A. and Racom Teledata S.p.A..



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