Common use of Matters reserved to the Board of Directors of Pirelli Clause in Contracts

Matters reserved to the Board of Directors of Pirelli. The New Shareholders Agreement provides that any resolutions concerning the following matters, to be implemented by Pirelli and/or any other company (including any foreign unlisted company) which is subject to Pirelli’s management and coordination power but excluding intercompany transactions, shall be subject (as internal limitation to the powers granted to the Pirelli CEO) to the approval of the Board of Directors of Pirelli; it being further agreed that such matters shall be subject to the approval of the Board of Directors of Pirelli not only if the relevant threshold amount specified for each of such matters has been met, but also if any of the matters from (i) to (ix), as a single act or series of coordinated acts (performed in the context of a common executive program or strategic project) exceeds the annual budget/business plan or (only with respect to items from (i) to (viii) below) is not included in or listed or covered in the annual budget/business plan: (i) the receiving and granting of loans having a value exceeding Euro 200,000,000 and having a duration exceeding 12 months; (ii) the issuance of financial instruments to be listed on regulated European or non-European markets having an overall value exceeding Euro 100,000,000 and/or their delisting; (iii) the issuance of guarantees in favor or in the interest of third parties for amounts exceeding Euro 100,000,000; (iv) the entering into derivative agreements (a) having a notional value exceeding Euro 250,000,000, and

Appears in 6 contracts

Samples: Shareholder Agreement, Shareholder Agreement, Shareholder Agreements

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