AMENDMENT TO SHAREHOLDERS AGREEMENT This agreement is entered into on 10th December 2010 BY AND BETWEENShareholder Agreement • March 16th, 2012 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
TO BE ENTERED INTO AS EXCHANGE OF CORRESPONDENCE] This option agreement (the "Agreement") is entered into on 11th January 2010 BY AND BETWEENOption Agreement • January 22nd, 2010 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
FORM OF OPTION AGREEMENTOption Agreement • December 23rd, 2013 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
Reference is made to your letter dated 27 November 2013, with which you propose an offer for us to execute an Option Agreement, the contents of which we reproduce in full below:
AMENDMENT TO THE CO-INVESTMENT AGREEMENT ANDSHAREHOLDERS AGREEMENTCo-Investment Agreement and Shareholders Agreement • November 1st, 2007 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
Volksfürsorge Deutsche Lebenversicherung A.G., a German company with registered office at Hamburg (Germany), an der Alster n. 57-63;
RENEWAL AGREEMENTRenewal Agreement • November 20th, 2009 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
On 28th April 2007, the Parties – together with SINTONIA S.A., a Luxembourg company with registered office at 1, Place d’Armes, L. 1136 Luxembourg (“SI”) – entered into a shareholders agreement – as subsequently amended an supplemented with the first deed of amendment dated 25th October 2007 and with the second deed of amendment dated 19th November 2007 – by means of which they established the principles relating inter alia to (i) the corporate governance of Newco, (ii) the governance of O, (iii) the appointment of directors in TI, (iv) the transfer of the Newco’s shares and the O and TI’s shares directly or indirectly owned by Newco and (v) the autonomous and independent management of the TI and TE groups, including limitations on the participation of TE or its representatives in any decision-making
SHAREHOLDERS’ AGREEMENTShareholders Agreement • May 7th, 2007 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
Now, therefore, in consideration of the foregoing premises which together with the Annexes of this Shareholders’ Agreement are an essential part hereof, the Parties hereby,
AMENDMENT DEED TO THE CALL OPTIONCall Option Amendment • November 20th, 2009 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
On 28th April 2007, TE, ASSICURAZIONI GENERALI S.p.A., SINTONIA S.A., INTESA SANPAOLO S.p.A, MEDIOBANCA S.p.A., entered into a shareholders agreement – as subsequently amended and supplemented with the first deed of amendment dated 25th October 2007 and with the second deed of amendment dated 19th November 2007 – by means of which they established the principles relating inter alia to (i) the corporate governance of Telco, (ii) the governance of O, (iii) the appointment of directors in TI, (iv) the transfer of the Telco’s shares and the O and TI’s shares directly or indirectly owned by Newco and (v) the autonomous and independent management of the TI and TE groups, including limitations on the participation of TE or its representatives in any decision-making processes relating to policies, management, and operations of companies directly or indirectly controlled by TI in countries where restrictions apply (the “Shareholders Agreement”).
This amendment (the “Amendment Agreement”) is entered into on 11th January 2010 BY AND BETWEENAmendment Agreement • January 22nd, 2010 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
BY AND BETWEENRenewal Agreement • March 16th, 2012 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
BY AND BETWEENAmendment Deed to the Call Option • March 16th, 2012 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment Deed to be executed by their respective officers or representatives thereto duly authorized, all in the place and as of the date first above written.
AGREEMENTPartnership Agreement • March 26th, 2015 • Mediobanca - Banca Di Credito Finanziario SpA • Communications services, nec
Shareholders no. class A shares no° class B shares no. class C shares no° total shares % voting share capital % overall share capital Telefonica S.A. 1,234,128,374 1,557,781,083 2,791,909,457 46.2% 66.0% Generali Group (composed by Assicurazioni Generali S.p.A., Alleanza Assicurazioni S.p.A., Generali Italia S.p.A., Generali Lebensvericherung A.G. and Generali Vie S. A.) 817,214,961 817,214,961 30.6% 19.3% Intesa Sanpaolo S.p.A. 310,520,713 310,520,713 11.6% 7.3% Mediobanca S.p.A. 310,520,713 310,520,713 11.6% 7.3% Total 1,438,256,387 1,234,128,374 1,557,781,083 4,230,165,844 100% 100%
