2006-04-27

1. to approve the Report on Operations of the Board of Directors and the Financial Statements of SEAT Pagine Gialle S.p.A., which present a net profit of € 84,715,210.22;
   1. to allocate net profit of € 84,715,210.22 as follows:
      1. € 94,650.00 to the Legal Reserve, in order for such reserve to reach one fifth of the certified share capital (€ 49,602,392.89) existing as at December 31, 2005;
      2. to Shareholders a total dividend of € 42,117,946.32, determined as follows:
         1. € 0.0050, including legal deductions, per each of No. 8,148,718,196 ordinary shares totalling € 40,743,590.98;
         2. € 0.0101, including legal deductions, per each of No. 136,074,786 savings shares (due to the whole preferred dividend for the 2003, 2004 and 2005 financial years and to the increase set for savings shares on the 2005 financial year) totalling € 1,374,355.34

Such dividend is subject to the taxation prescribed for profits under articles 44 and 89 of Presidential Decree No. 917 of December 22, 1986;

2. 1. • the remaining profit of € 42,502,613.90 to the “Profit carried forward” reserve;
   2. to pay the dividend as from May 25, 2006, with ex-dividend date fixed on May 22,2006;
   3. to delegate to the Chairman and to the Managing Director, jointly or severally, the power to verify, in due course, on the basis of the exact final amount of shares for which dividends are paid, the total profit distributed and the profit carried forward, since the overall amount of the distributed dividend may vary, subject to the number of shares with regular settlement on the payment day of the dividend, and taking into consideration the number of shares susceptible of subscription for the purposes of the capital increases under Article 5 of the Company’s By-Laws and actually issued by such date;
3. to appoint the Board of Directors for the 2006-2007-2008 three-year period in the persons of: Enrico Giliberti (Chairman), Luca Majocchi (appointed as Managing Director at the Board’s meeting held after the Shareholders’ Meeting), Lino Benassi, Dario Cossutta, Gian Maria Gros Pietro, Luigi Lanari, Marco Lucchini, Pietro Masera, Michele Marini, Stefano Mazzotti, Stefano Quadrio Curzio, Marco Reboa, Nicola Volpi;
4. to appoint the Board of Statutory Auditors for the 2006-2007-2008 three-year period in the persons of: Enrico Cervellera (Chairman of the Board of Statutory Auditors), Andrea Vasapolli (Acting Auditor), Vincenzo Ciruzzi (Acting Auditor), Guido Costa (Alternate Auditor) and Guido Vasapolli (Alternate Auditor);
5. to appoint Reconta Ernst & Young S.p.A. as independent auditors for auditing the accounts for the 2006-2011 financial years.