AMENDMENT TO SHAREHOLDERS AGREEMENT AND TO BYLAWSShareholder Agreement • November 26th, 2007 • Telefonica S A • Telephone communications (no radiotelephone)
VOLKSFÜRSORGE DEUTSCHE LEBENVERSICHERUNG A.G., a German company with registered office at Hamburg (Germany), an der Alster n. 57-63;
CALL OPTION AGREEMENTCall Option Agreement • November 26th, 2007 • Telefonica S A • Telephone communications (no radiotelephone)
(including but not limited to voting rights) is taken by the Board of Directors of Telco with a simple majority resolution as provided for by Clause 1.2(bb) of the Shareholders’ Agreement and TE is a Dissenting Shareholder, then TE shall have the option, at its exclusive discretion, to buy from Telco or O (as the case may be) the O or TI shares at the same price and conditions offered by the third party offering to acquire such TI or O shares (the “Call Option”), in which case the parties to the Shareholders Agreement shall be bound to cause Telco or O (as the case may be) to sell the relevant O or TI shares to TE pursuant to the Call Option;
