CAPITAL INCREASE OF TELCO. 2.1 The Parties undertake to exercise all their powers and rights to cause Telco’s shareholders’ meeting to be held on the date hereof, simultaneously to the execution of this Agreement, and to resolve upon and unanimously approve (i) a capital increase of Telco, to be reserved to TE, for an overall amount of Euro 323.772.468 by issuance of no. 1.557.781.083 Class C shares (which will have the rights and characteristics indicated in article 3 below) (the “Reserved Capital Increase”), reaching thereby after the Reserved Capital Increase an overall stake in the total share capital of Telco (including voting and non-voting shares) equal to 66.0% (sixty-six per cent) while keeping, until conversion of the Class C shares pursuant to article 3.2 below, its current percentage of the voting share capital of Telco which is equal to 46.18% (forty-six point eighteen per cent); and (ii) the amendments of Telco’s By-Laws to provide for the Reserved Capital Increase, the Class C shares and TE’s Call Option, in the form attached hereto in Italian and English as Annex 2.4.
