Provisions concerning the prior consultation and the exercise of the voting rights in connections with the Syndicated Shares. The Shareholders’ Agreement provides that, during the term of the Shareholders’ Agreement, the Parties mutually undertake to consult each other in order to examine in advance the items that will be from time to time on the agenda of a Pirelli ordinary and/or extraordinary shareholders’ meeting of the Company (the “Consultation”). To that end, the Shareholders’ Agreement provides that: - the Consultation shall be called with at least a 5-day prior written notice to be sent through registered e-mail from the MTP Party or from any of the companies of the B Party and it will be held physically or via audio/video conference means; - with the exception of any Consultation relating an extraordinary shareholders’ meeting resolution concerning capital increases with the exclusion of the option right and/or mergers or demergers of the Company:
(i) either Party shall exercise its voting right in the shareholders’ meeting on any item on the agenda in accordance with the outcome of the discussions concluded between the Parties during the Consultation; and (ii) in case of disagreement on a specific item on the agenda, the B Party, in light of the fully share of the General Principles, undertakes to exercise its voting right in relation to such item in accordance with the voting instructions received by MTP;
B. the failure of the B Party's representative to take part to the Consultation will result in the acceptance of the determinations reached by MTP, resulting in the B Party's obligation to adapt its vote in the shareholders' meeting to those determinations in accordance with A.(ii) above;
C. the decisions taken during the Consultation or, in case of disagreement in relation to a specific item on the agenda (or in case of failure of the B Party to take part to the Consultation), the instructions on the voting rights provided by MTP shall be communicated through written notice to be sent by MTP to the B Party by certified e- mail at least one business day before the date of the Company's ordinary and/or extraordinary shareholders' meeting;
D. in case of absence of MTP's representative in the Consultation, the B Party will be free to exercise its vote in the shareholders' meeting called to resolve on the matters covered by the Consultation also diverging from any instructions on the voting rights received by MTP.
