0000947871-10-000060.txt : 20100122 0000947871-10-000060.hdr.sgml : 20100122 20100122121004 ACCESSION NUMBER: 0000947871-10-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100122 DATE AS OF CHANGE: 20100122 GROUP MEMBERS: ALLEANZA TORO S.P.A. GROUP MEMBERS: GENERALI LEBENSVERSICHERUNG AG GROUP MEMBERS: GENERALI VIE S.A. GROUP MEMBERS: INA ASSITALIA S.P.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELECOM ITALIA S P A CENTRAL INDEX KEY: 0000948642 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61827 FILM NUMBER: 10540845 BUSINESS ADDRESS: STREET 1: PIAZZA DEGLI AFFARI 2 CITY: 20123 MILAN STATE: L6 ZIP: L6 BUSINESS PHONE: 011-39-02-8595-1 MAIL ADDRESS: STREET 1: PIAZZA DEGLI AFFARI 2 CITY: 20123 MILAN STATE: L6 ZIP: L6 FORMER COMPANY: FORMER CONFORMED NAME: STET SOCIETA FINANZIARIA TELEFONICA PA DATE OF NAME CHANGE: 19950727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Assicurazioni Generali S.p.A. CENTRAL INDEX KEY: 0001379235 IRS NUMBER: 007976032 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PIAZZA DUCA DEGLI ABRUZZI, 2 CITY: TRIESTE STATE: L6 ZIP: 34132 BUSINESS PHONE: 0039040671484 MAIL ADDRESS: STREET 1: PIAZZA DUCA DEGLI ABRUZZI, 2 CITY: TRIESTE STATE: L6 ZIP: 34132 SC 13D/A 1 ss81961_sc13da.htm SCHEDULE 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Telecom Italia S.p.A.

(Name of Issuer)

Common Shares of euro 0.55 par value each

(Title of Class of Securities)

87927W10

(CUSIP Number)

Michele Amendolagine

Head of Corporate Affairs

Assicurazioni Generali S.p.A.

Piazza Duca degli Abruzzi, 2

Trieste 34132, Italy

011 39 040 67 1111

December 22, 2009 and January 11, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

SCHEDULE 13D

CUSIP No. 87927W10

Page 2 of 23 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Assicurazioni Generali S.p.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,003,586,907 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,003,586,907 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,003,586,907 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22,4% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions) IC

SCHEDULE 13D

CUSIP No. 87927W10

Page 3 of 23 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alleanza Toro S.p.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,003,586,907 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,003,586,907 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,003,586,907 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22,4% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions) IC

SCHEDULE 13D

CUSIP No. 87927W10

Page 4 of 23 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) INA Assitalia S.p.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 17,952
		8	SHARED VOTING POWER 3,003,586,907 (See Item 5)
		9	SOLE DISPOSITIVE POWER 17,952
		10	SHARED DISPOSITIVE POWER 3,003,586,907 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,003,604,859 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22,4% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions) IC

SCHEDULE 13D

CUSIP No. 87927W10

Page 5 of 23 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Generali Lebensversicherung AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,003,586,907 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,003,586,907 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,003,586,907 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22,4% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions) IC

SCHEDULE 13D

CUSIP No. 87927W10

Page 6 of 23 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Generali Vie S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,003,586,907 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,003,586,907 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,003,586,907 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22,4% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions) IC

This Amendment No. 5 amends the Statement on Schedule 13D, dated October 30, 2007, as subsequently amended (the “Schedule 13D”), filed by Assicurazioni Generali S.p.A. (“Assicurazioni Generali”), a company incorporated under the laws of the Republic of Italy, and by Alleanza Toro S.p.A. (formerly known as Alleanza Assicurazioni S.p.A.), INA Assitalia S.p.A. (each incorporated under the laws of the Republic of Italy), Generali Lebensversicherung AG (formerly known as Volksfürsorge Deutsche Lebensversicherung AG) (incorporated under the laws of the Federal Republic of Germany), and Generali Vie S.A. (incorporated under the laws of the Republic of France), the latter four companies each belonging to the Assicurazioni Generali group (the “Other Generali Investors” and, together with Assicurazioni Generali, “Generali”), with respect to the ordinary shares, euro 0.55 par value per share (the “Telecom Italia Shares”), of Telecom Italia S.p.A., a company incorporated under the laws of the Republic of Italy (“Telecom Italia”). The relationships between the Generali companies and their interests in the Telecom Italia shares are described in detail in the previously filed Amendment No. 2 to the Schedule 13D. Capitalized terms used in this Amendment No. 5 without definition have the meanings ascribed to them in the Schedule 13D.

Introduction.

On April 28, 2007, a group of investors (the “Investors”) made up of Assicurazioni Generali (together with the Assicurazioni Generali group companies (Alleanza Toro S.p.A., formerly known as Alleanza Assicurazioni S.p.A., INA Assitalia S.p.A., Generali Lebensversicherung AG, formerly known as Volksfürsorge Deutsche Lebensversicherung A.G., and Generali Vie S.A.) that became investors on October 25, 2007 pursuant to the October 25th Amendment (as defined below), together “Generali”), Sintonia S.A. (“SI”), Intesa Sanpaolo S.p.A. (“Intesa Sanpaolo”), Mediobanca S.p.A. (“Mediobanca” and, together with Generali, SI and Intesa Sanpaolo, the “Italian Investors”) and Telefónica S.A., the Spanish-based telecommunications operator (“Telefónica”), entered into a co-investment agreement (as subsequently amended by an amendment agreement on October 25, 2007 (the “October 25th Amendment”), the “Co-Investment Agreement”). The Co-Investment Agreement established the terms and conditions for their participation in Centotrenta 4/6 S.r.l., an Italian company with registered office at Galleria del Corso 2, Milan, Italy, fiscal code n. 05277610969 subsequently transformed into an Italian joint stock company and renamed as Telco S.p.A. (“Telco”), an Italian corporation. On November 15, 2007, the registered office of Telco was transferred to Via Filodrammatici 3, Milan, Italy.

Through Telco, the Investors purchased the entire share capital of Olimpia S.p.A. (“Olimpia”), which in turn held at that time 2,407,345,359 Telecom Italia Shares, or approximately 18% of the ordinary share capital, of Telecom Italia, from Pirelli & C. S.p.A. (“Pirelli”) and Sintonia S.p.A. and SI (together, “Sintonia”). The closing of the purchase of the entire share capital of Olimpia, divided into 4,630,233,510 ordinary shares (the “Olimpia Shares”) pursuant to the Share Purchase Agreement occurred on October 25, 2007, following the receipt of the announcement of forthcoming governmental approvals from the Brazilian telecommunications authority on October 23, 2007 (the “Announcement”), an unofficial English translation of which was previously filed on Schedule 13D as Exhibit 11.

In addition to Telco’s participation in Telecom Italia’s ordinary share capital through its interest in Olimpia, on October 25, 2007 pursuant to the Co-Investment Agreement, Generali and Mediobanca contributed to Telco the Telecom Italia Shares they held on that date. These shares amounted to 5.6% of Telecom Italia’s ordinary share capital, with the individual contributions of Generali and Mediobanca amounting to 4.06% and 1.54%, respectively, of Telecom Italia’s ordinary share capital, and brought Telco’s direct and indirect participation in Telecom Italia’s ordinary share capital to approximately 23.6%. Copies of the Co-Investment Agreement and the October 25th Amendment were previously filed on Schedule 13D as Exhibits 3 and 9, respectively.

On April 28, 2007, the Investors also entered into a shareholders agreement (as subsequently amended, the “Shareholders Agreement”), pursuant to which the Investors set out, among other things, the principles of corporate governance of Telco and Olimpia, respectively, the transfer of Telco’s shares and any Olimpia Shares or Telecom Italia Shares directly or indirectly owned by Telco and the principles of designation, among the Investors, of candidates to be included in a common list for the appointment of directors of Telecom Italia under the voting list mechanism provided for by Telecom Italia’s by-laws. A copy of the Shareholders Agreement was previously filed on Schedule 13D as Exhibit 5.

Pursuant to the October 25th Amendment, the Investors acknowledged the content of the Announcement and each of the Investors undertook to implement the content thereof through appropriate actions within the time frame set forth therein. On November 19, 2007, the Investors entered into an Amendment to the Shareholders Agreement and to

the bylaws (the “November 19th Amendment”) to address the content of the Announcement, and each of the Investors undertook to implement such content through appropriate legal measures and actions including amending the Shareholders Agreement and by-laws of Telco as provided in the November 19th Amendment. A copy of the November 19th Amendment was previously filed as Exhibit 14 and an unofficial English translation of the amended and restated by-laws of Telco (the “Telco By-laws”) was previously filed on Schedule 13D as Exhibit 15.

Separately, on November 6, 2007, pursuant to the Shareholders Agreement, Telco and Telefónica entered into a Call Option Agreement (the “Option Agreement”) to grant Telefónica an option to purchase Telecom Italia Shares or Olimpia Shares, as the case may be, from Telco in the event that a decision to dispose or encumber Telecom Italia Shares or Olimpia Shares, as the case may be, or any rights attached thereto, including but not limited to voting rights, is taken by the board of directors of Telco by simple majority and Telefónica is a dissenting party. A copy of the Option Agreement was previously filed on Schedule 13D as Exhibit 16. On November 15, 2007, pursuant to Article 5 of the Option Agreement, Olimpia adhered to and accepted all the terms and conditions of the Option Agreement. A copy of the Olimpia adherence letter was previously filed on Schedule 13D as Exhibit 17.

In March 2008, Telco acquired 121,530,000 Telecom Italia Shares, representing 0.91% of Telecom Italia’s ordinary share capital. As a result, Telco’s holding in Telecom Italia increased from 23.6% to 24.5% equal to 3,278,702,623 Telecom Italia Shares.

On October 28, 2009, SI requested, pursuant to Article 11(b) of the Shareholders Agreement, the non-proportional de-merger of Telco, with the assignment of its pro rata share of the assets and liabilities of Telco (comprised of Telecom Italia Shares held by Telco representing approximately 2,06% of Telecom Italia’s ordinary share capital (the “SI Telecom Shares”)).

On the same date the Investors other than SI, namely Intesa Sanpaolo, Mediobanca, Generali and Telefónica (collectively, the “Non-Exiting Shareholders”) acknowledged SI’s decision and, by entering into a Renewal Agreement dated October 28, 2009 and effective as of April 28, 2010 (the “Renewal Agreement”), agreed (i) not to request the non-proportional de-merger of Telco, with the assignment of their corresponding share of Telecom Italia Shares at that time; and (ii) to renew the Shareholders Agreement for an additional term of three years until April 27, 2013 substantially on the same terms and conditions, except to provide that (a) the right of the Non-Exiting Shareholders to request the non-proportional de-merger of Telco not later than six months prior to the new expiry date will only be exercisable in the period between October 1, 2012 and October 28, 2012, and (b) for an early withdrawal right period exercisable between April 1, 2011 and April 28, 2011 (such Shareholders Agreement, as amended and renewed, the “New Shareholders Agreement”). A copy of the Renewal Agreement was previously filed on Schedule 13D as Exhibit 18 and a copy of the joint press release, dated October 28, 2009, issued by the Non-Exiting Shareholders announcing the events described above was previously filed on Schedule 13D as Exhibit 20.

The Non-Exiting Shareholders also agreed, in the Renewal Agreement, to consider and evaluate – together with SI – mutually agreed alternative ways to permit SI to exit Telco, other than through non-proportional de-merger.

In connection with the Renewal Agreement, separately on October 28, 2009, Telco and Telefónica entered into an Amendment Deed to the Call Option Agreement (the “Amendment to Option Agreement”) (i) to extend the term of the Option Agreement to coincide with the expiration date of the New Shareholders Agreement, and (ii) to exempt certain transactions regarding the Telecom Italia Shares, namely those related to the exercise of de-merger and early withdrawal rights pursuant to Article 11(b) of the Shareholders Agreement. A copy of the Amendment to Option Agreement was previously filed on Schedule 13D as Exhibit 19.

The terms of SI’s exit were approved on November 26, 2009, when an extraordinary general meeting of the Telco shareholders unanimously approved a proposal of the Telco board of directors to permit SI to exit Telco in a single transaction consisting of two parts (the “SI Exit Transaction”). The SI Exit Transaction was concluded on December 22, 2009 when Telco and SI executed a Purchase and Sale Agreement (the “SI Exit Agreement”), pursuant to which: (i) SI acquired the SI Telecom Shares from Telco for consideration of euro 605,254,575.20 (equal to a price of euro 2.20 for each SI Telecom Share) (the “SI Telecom Share Transfer”), and (ii) Telco voluntarily reduced its share capital by acquiring and cancelling SI’s Telco shares (equal to 162,752,995 class A shares, constituting 8.39% of Telco’s share capital) for consideration of euro 293,461,160.95 (equal to a price of approximately euro 1.80 for each Telco share) which is equal to the pro rata net asset value of SI’s interest in Telco as of December 15, 2009 (the “Telco Share Capital Reduction”).

Because cash consideration was payable under the SI Exit Agreement by both Telco and SI, pursuant to the SI Exit Agreement only a single net cash payment (the “Sintonia Payment”) was made by SI of euro 311,793,414.25 (equal to the cash consideration due from SI to Telco of euro 605,254,575.20 in respect of the SI Telecom Share Transfer minus the cash consideration due from Telco to SI of euro 293,461,160.95 in respect of the Telco Share Capital Reduction). An unofficial translation of the SI Exit Agreement is filed as Exhibit 21 hereto and the related Telco press release, dated December 22, 2009, is filed as Exhibit 22 hereto.

On December 22, 2009 the Non-Exiting Shareholders and Telco entered into a framework agreement (the “Framework Agreement”) pursuant to which the Non-Exiting Shareholders agreed, among other things, to take certain actions and enter into certain transactions in order to permit Telco (a) to comply with its obligations under its existing credit facilities, and (b) to refinance its financial indebtedness maturing in January 2010.

Consistent with the Framework Agreement, on January 11, 2010 Telco entered into a euro 1.3 bilion loan agreement (the “New Refinancing Facility”) with Société Générale, UniCredit Corporate Banking S.p.A., Intesa Sanpaolo and Mediobanca, as lenders (collectively, the “Senior Lenders”). The New Refinancing Facility matures on May 31, 2012 and is guaranteed by a pledge (the “Pledge”) in favor of the Senior Lenders over certain Telecom Italia Shares held by Telco (the “Pledged Shares”).

Also on January 11, 2010 in connection with the New Refinancing Agreement, the Non-Exiting Shareholders entered into an amendment agreement to the New Shareholders Agreement (the “Amendment Agreement”) pursuant to which the Non-Exiting Shareholders: (i) confirmed that each Non-Exiting Shareholder would endeavor to provide financial support to Telco on a pro rata basis (in proportion to its respective shareholding in Telco); (ii) established the terms and conditions upon which each Non-Exiting Shareholder may provide such support by means of a cash injection (a “Cash Injection”) if necessary under the New Refinancing Facility; and (iii) established the terms and conditions that would govern the Non-Exiting Shareholders’ option to acquire the Pledged Shares from the Senior Lenders (the “Call Option”) in the event that the Senior Lenders acquire any of the Pledged Shares by enforcing the Pledge. Further, on January 11, 2010, the terms of the Call Option were agreed between the Non-Exiting Shareholders and the Senior Lenders in a separate option agreement (the “Option Agreement”). A copy of the Amendment Agreement is filed as Exhibit 23 hereto, a copy of the Option Agreement is filed as Exhibit 24 hereto and a copy of Telco press release announcing the events described above, dated January 11, 2010, is filed as Exhibit 25 hereto.

Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented to add the following:

Item 3. Source and Amount of Funds or Other Consideration.

The Telco Share Capital Reduction did not require funds or other consideration for Telco to pay the cash consideration payable to SI of euro 293,461,160.95 because this amount was offset by the cash consideration payable from SI in connection with the SI Telecom Share Transfer, as described in the Introduction to this Amendment No. 5.

Item 4. Purpose of the Transaction.

For the Non-Exiting Shareholders, the principal objective of their investment in Telecom Italia Shares remains the creation of value over time for all shareholders, by accompanying Telecom Italia’s business growth strategies, which will be defined autonomously by the board of directors and the management of Telecom Italia. The purpose of the SI Exit Transaction is to allow SI to separate itself from the Telco group and to allow SI, if it chooses, to divest its 2.06% interest in Telecom Italia Shares.

Item 5. Interest in Securities of the Issuer.

Following the Si Exit Transaction, Generali, through its interest in Telco, may be deemed to beneficially own 3,003,586,907 Telecom Italia Shares, representing approximately 22.4% of the outstanding Telecom Italia Shares. Generali may be deemed to have shared power to vote, or direct the vote, and shared power to dispose, or direct the dispositions, of such Telecom Italia Shares.

In addition, INA Assitalia S.p.A. may be deemed to have sole power to vote or direct the vote of 17,952 Telecom Italia Shares, representing approximately 0.00013% fo the outstanding Telecom Italia Shares, and sole power to dispose or direct the disposition of 17,952 Telecom Italia Shares. These shares are not currently to be contributed to Telco.

The beneficial ownership of Telecom Italia Shares by the persons listed in Annexes A-1, A-2, A-3, A-4 and A-5 to this Amendment No. 5, if any, is indicated next to such person’s name in such Annexes. To the best of Assicurazioni Generali’s and each of the Other Generali Investors’ knowledge, as applicable, and except as otherwise indicated in such Annexes, such persons have sole voting and dispositive power over the Telecom Italia Shares that they beneficially own, if any. Other than as disclosed in such Annexes, over the last sixty days, the persons listed in Annexes A-1, A-2, A-3, A-4 and A-5 have not effected proprietary transactions in Telecom Italia Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

SI EXIT AGREEMENT

The description of the SI Exit Agreement in the Introduction to this Amendment No. 5 is incorporated herein by reference.

The summary herein of certain material provisions of the SI Exit Agreement does not purport to be a full and complete description of such document and is entirely qualified by reference to the full text of the unofficial translation of such document attached as Exhibit 21 hereto.

AMENDMENT AGREEMENT

The description of the Amendment Agreement in the Introduction to this Amendment No. 5 is incorporated herein by reference.

Pursuant to the Amendment Agreement, the Non-Exiting Shareholders (i) confirmed that each Non-Exiting Shareholders would endeavor to provide financial support to Telco on a pro rata basis (in proportion to its respective shareholding in Telco); (ii) established the terms and conditions upon which each Non-Exiting Shareholder may provide such support by means of a Cash Injection if necessary under the New Refinancing Facility; and (iii) established the terms and conditions that would govern the Call Option in the event that the Senior Lenders acquire any of the Pledged Shares by enforcing the Pledge.

Cash Injections would be made by means of a shareholders’ loan or by any other means mutually agreed, within the timeframe provided for under the New Refinancing Agreement to prevent the Senior Lenders from acquiring any of the Pledged Shares by enforcing the Pledge. Each Non-Exiting Shareholder is allowed to propose to finance its pro-rata share Cash Injection through the purchase of bonds issued by Telco and, possibly, to the extent practicable within the above mentioned timeframe, through a fully funded bridge loan.

If one or more Non-Exiting Shareholders refuse to provide their pro-rata share Cash Injection (such Non-Exiting Shareholder, a “Dissenting Shareholder”), the other Non-Exiting Shareholders (the “Supporting Shareholders”) may fund the shortfall pro-rata among themselves in the same proportion as their respective shareholdings in Telco. If, however, the Dissenting Shareholder is a holder of Telco Class A shares, the corresponding right to cover its Cash Injection is granted only to, and may be exercised only by, other Supporting Shareholders that hold Telco Class A shares.

If the Senior Lenders acquire any of the Pledged Shares by enforcing the Pledge (such shares, the “Foreclosed Shares”), the Supporting Shareholders may exercise the Call Option granted under the Option Agreement on such Foreclosed Shares pro-rata among themselves in the same proportion as their respective shareholdings in Telco as of the date of exercise of the Call Option. Any Foreclosed Shares for which the Call Option has not been exercised by one or more Non-Exiting Shareholders (a “Non-Exercising Shareholder”) may be acquired: (i) by another Supporting Shareholder holding Telco shares of the same class as the Telco shares held by such Non-Exercising Shareholder, and (ii) if the applicable Foreclosed Shares are not acquired pursuant to (i), any Supporting Shareholder holding Telco shares of the other class may acquire such Foreclosed Shares.

The foregoing summary of certain material provisions of the Amendment Agreement does not purport to be a full and complete description of such document and is entirely qualified by reference to the full text of such document attached as Exhibit 23 hereto.

OPTION AGREEMENT

The description of the Option Agreement in the Introduction to this Amendment No. 5 is incorporated herein by reference.

Pursuant to the Option Agreement, the Senior Lenders will provide written notice to the Non-Exiting Shareholders of any enforcement of the Pledge under the New Facility Agreement (the “Enforcement Notice”). Together with the Enforcement Notice, the Senior Lenders will also deliver to the Non-Exiting Shareholders a written notice (the “Calculation Notice”) stating (i) the aggregate outstanding amount plus accrued and unaccrued interest and any other costs and expenses, including enforcement costs under the New Refinancing Facility; (ii) the price at which the Senior Lenders are entitled to acquire the Pledged Shares by enforcing the Pledge (i.e. for listed Subject Shares, as hereinafter defined, the average market price for the prior 5 business days) (the “Enforcement Price”), and (iii) the number of Pledged Shares subject to acquisition by the Senior Lenders pursuant to the Pledge (the “Subject Shares”).

Each Non-Exiting Shareholder is entitled to acquire from the Senior Lenders the Subject Shares at a price per Subject Share equal to the higher of (i) the aggregate outstanding amount plus accrued and unaccrued interest and any other costs and expenses, including enforcement costs, under the New Refinancing Facility, divided by the aggregate number of the Subject Shares, and (ii) the Enforcement Price.

Non-Exiting Shareholders may exercise the Call Option exclusively for the exact amount of Subject Shares by delivery to the Senior Lenders and the other Non-Exiting Shareholders of a written notice (the “Exercise Notice”), no later than five business days after receipt of the Calculation Notice, provided, however, that if there is a discrepancy in the aggregate number of Subject Shares reported on the Exercise Notices is due to clerical errors, the relevant Non-Exiting Shareholders are entitled to cure, within one business day, such clerical errors.

The foregoing summary of certain material provisions of the Option Agreement does not purport to be a full and complete description of such document and is entirely qualified by reference to the full text of such document attached as Exhibit 24 hereto.

Item 7. Materials to be Filed as Exhibits.

Exhibit 21:	Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation)

Exhibit 22:	Telco S.p.A. press release, dated December 22, 2009

Exhibit 23:	Amendment Agreement, dated January 11, 2010, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A.

Exhibit 24:	Option Agreement, dated January 11, 2010, by and among Intesa Sanpaolo S.p.A., Mediobanca S.p.A., Unicredit Corporate Banking S.p.A., Société Générale as lenders, and Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A. as shareholders

Exhibit 25:	Telco S.p.A. press release, dated January 11, 2010

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: January 22, 2010

	ASSICURAZIONI GENERALI S.P.A.



	/s/ Giovanni Perissinotto
	Signature


	Giovanni Perissinotto
	Managing Director
	Name/Title



	/s/ Michele Amendolagine
	Signature



	Michele Amendolagine
	Head of Group Corporate Affairs
	Department
	Name/Title

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: January 22, 2010

	ALLEANZA TORO S.P.A.



	/s/ Amato Luigi Molinari
	Signature


	Amato Luigi Molinari
	Chairman
	Name/Title

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: January 22, 2010

	INA ASSITALIA S.P.A.



	/s/ Franco Procaccini
	Signature


	Franco Procaccini
	Name/Title

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: January 22, 2010

	GENERALI LEBENSVERSICHERUNG AG



	/s/ Winfried Spies
	Signature


	Winfried Spies
	Chief Executive Office
	Name/Title



	/s/ Jems Mueller
	Signature



	/s/ Jems Mueller
	Head of Directors Staff
	Name/Title

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: January 22, 2010

	GENERALI VIE S.A.



	/s/ Claude Tendil
	Signature


	Claude Tendil
	Chairman and Chief Executive Officer
	Name/Title

ANNEX A-1

DIRECTORS AND EXECUTIVE OFFICERS OF ASSICURAZIONI GENERALI

The name, title, present principal occupation or employment of each of the directors and executive officers of Assicurazioni Generali are set forth below. The business address of each director and executive officer is Assicurazioni Generali’s address. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Assicurazioni Generali. Unless otherwise indicated below, all of the persons listed below are citizens of the Republic of Italy.

Office	Name and surname	Position	Telecom Italia Shares Beneficially Owned
Chairman	Antoine Bernheim*	Chairman, Chairman of the Executive Committee, Executive Director	189,934 ordinary shares
Vice-Chairman	Gabriele Galateri di Genola	Member of the Executive Committee, Non-Executive Director, Member of the Remuneration Committee	176,000 ordinary shares and 88,000 saving shares
Managing Director	Sergio Balbinot	Managing Director, Member of the Executive Committee, Executive Director and General Manager	719 ordinary shares
Managing Director	Giovanni Perissinotto	Managing Director, Member of the Executive Committee, Executive Director and General Manager	103,049 ordinary shares
Director	Luigi Arturo Bianchi	Non-Executive Director, Independent Director, Member of the Internal Control Committee	None
Director	Ana Patricia Botin**	Non-Executive Director	None
Director	Diego Della Valle	Non-Executive Director, Independent Director	None
Director	Klaus-Peter Müller***	Non-Executive Director, Independent Director	None
Director	Alberto Nicola Nagel	Member of the Executive Committee, Non-Executive Director	None
Director	Reinfried Pohl***	Non-Executive Director	None

Office	Name and surname	Position	Telecom Italia Shares Beneficially Owned
Director	Petr Kellner****	Non-Executive Director	None
Director	Francesco Gaetano Caltagirone	Non-Executive Director, Independent Director	None
Director	Leonardo Del Vecchio	Non-Executive Director, Independent Director, Member of the Remuneration Committee	None
Director	Lorenzo Pelliccioli	Member of the Executive Committee, Non-Executive Director, Independent Director	None
Director	Paolo Scaroni	Non-Executive Director, Independent Director, Chairman of the Remuneration Committee	None
Director	Alessandro Pedersoli	Non-Executive Director, Independent Director, Chairman of the Internal Control Committee	None
Director	Louis Guy Claude Tendil	Non-Executive Director	None
Director	Loïc Hennekinne*	Non-Executive Director, Independent Director, Member of the Internal Control Committee	None
Director	Kai Uwe Ricke***	Non-Executive Director, Independent Director	None
General Manager	Raffaele Agrusti	Chief Financial Officer	None

*	French citizen.

**	Spanish citizen.

***	German citizen.

****	Czech citizen.

ANNEX A-2

DIRECTORS AND EXECUTIVE OFFICERS OF ALLEANZA TORO S.P.A.

The name, title and information on ownership in Telecom Italia Shares of each of the directors and executive officers of Alleanza Toro S.p.A. are set forth below. The business address of each director and executive officer is Alleanza Toro S.p.A.’s address. Unless otherwise indicated below, all of the persons listed below are citizens of the Republic of Italy.

Office	Name and surname	Telecom Italia Shares Beneficially Owned
Chairman	Amato Luigi Molinari	None
Vice Chairman	Antoine Bernheim*	189,934 ordinary shares
Managing Director	Luigi de Puppi de Puppi	None
Director	Alberto Arnaboldi	None
Director	Fabio Corsico	None
Director	Danilo Ignazzi	10,000 saving shares
Director	Paolo Monferino	None
Director	Giulio Ponzanelli	None
Director	Giovanni Perissinotto	103,049 ordinary shares
Director	Maurizio Sella	None
Director	Fabio Alberto Roversi Monaco	None
Director	Antonio Spallanzani	13,000 ordinary shares
General Manager	Sandro Panizza	None
General Manager	Dott. Luigi Rizzuti	None

*	French citizen.

ANNEX A-3

DIRECTORS AND EXECUTIVE OFFICERS OF INA ASSITALIA S.P.A.

The name, title and information on ownership in Telecom Italia Shares of each of the directors and executive officers of INA Assitalia S.p.A. are set forth below. The business address of each director and executive officer is INA Assitalia S.p.A.’s address. Unless otherwise indicated below, all of the persons listed below are citizens of the Republic of Italy.

Office	Name and surname	Telecom Italia Shares Beneficially Owned
Chairman	Francesco Procaccini	None
Director	Fabio Buscarini	None
Director	Massimo Ponzellini	14,250 saving shares
Director	Francesco Maria Attaguile	None
Director	Vincenzo Biondo	None
Director	Giuseppe Buoro	None
Director	Danilo Ignazzi	10,000 saving shares
Director	Aldo Minucci	2595 ordinary shares
Director	Giovanni Perissinotto	103,049 ordinary shares
Director	Carlos Zurita Delgado*	None

*	Spanish citizen.

ANNEX A-4

DIRECTORS AND EXECUTIVE OFFICERS OF GENERALI LEBENSVERSICHERUNG AG

The name, title and information on ownership in Telecom Italia Shares for the members of the Management Board and the Supervisory Board of Generali Lebensversicherung AG are set forth below. The business address of each director and executive officer is Generali Lebensversicherung AG’s address. Unless otherwise indicated below, all of the persons listed below are German citizens.

Management Board

Office	Name and surname	Telecom Italia Shares Beneficially Owned
Member	Frank Karsten	None
Member	Volker Seidel	None
Member	Winfried Spies, Vors.	None
Member	Roman Blaser	None
Member	Karl Pfister	None

Supervisory Board

Office	Name and surname	Telecom Italia Shares Beneficially Owned
Chairman	Dietmar Meister	None
Member	Wolfgang Kaske	None
Member	Giovanni Liverani**	None
Member	Susanne Hille	*
Member	Hans-Joachim Schoeder	None
Member	Christoph Schmallenbach	None
Member	Dieter Strasser	None
Member	Marion Bernstein	None
Member	Berthold Bose	None
Member	Michael Feulner	*
Member	Reiner Müller	None
Member	Bernd Michaels	None

*	Not available.

**	Italian citizen.

ANNEX A-5

DIRECTORS AND EXECUTIVE OFFICERS OF GENERALI VIE S.A.

The name, title, and information on ownership in Telecom Italia Shares of each of the directors and executive officers of Generali Vie S.A. are set forth below. The business address of each director and executive officer is Generali Vie S.A.’s address. Unless otherwise indicated below, all of the persons listed below are citizens of the Republic of France.

Office	Name and surname	Telecom Italia Shares Beneficially Owned
Chairman and Chief Executive Officer	Claude Tendil	None
Director	Stéphane Dedeyan	None
Director	Alessandro Donà*	None
Director	Alain Ficheur	None
Director	Jean-Yves Hermenier	None
Director	Eric Le Gentil	None
Director	Thomas Saunier	None
Director	Georges Drouin	None
Director	Yves Galland	None
Director	Paul-Marie Chavanne	None
Director	Jacques Maillot	None
Director	Jean-Pierre Thomas	None

*	Italian citizen.

Exhibit No.	Description

Exhibit 21:	Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation)

Exhibit 22:	Telco S.p.A. press release, dated December 22, 2009

Exhibit 23:	Amendment Agreement, dated January 11, 2010, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A.

Exhibit 24:	Option Agreement, dated January 11, 2010, by and among Intesa Sanpaolo S.p.A., Mediobanca S.p.A., Unicredit Corporate Banking S.p.A., Société Générale as lenders, and Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A. as shareholders

Exhibit 25:	Telco S.p.A. press release, dated January 11, 2010

EX-99.21 2 ss81961_ex9921.htm PURCHASE AND SALE AGREEMENT, DATED DECEMBER 22, 2009

Exhibit 21

Confidential

Sintonia S.A.

Place d’Armes, 1

L-1136 - - Luxembourg

to the kind attention of the Board of Directors

Milan, December 22, 2009

Via hand delivery

Dear Sirs,

We make reference to your proposal, that hereinunder we reproduce and sign as an indication of our full and unconditional acceptance:

“Confidential

Telco S.p.A.

Via Filodrammatici, 3

20121 Milano

to the kind attention of the Chairman of the Board of Directors

Luxembourg, December 22, 2009

Via hand delivery

Dear Sirs,

We make reference to our recent negotiations and we propose to you to sign the following Agreement:

AGREEMENT

FOR THE SALE AND PURCHASE OF SHARES

MADE BETWEEN

TELCO S.p.A., a company with registered office in Milan, at Via Filodrammatici 3, VAT No. 05277610969, represented herein by its legal representative, dr. Aldo Minucci, (the “Seller” or “Telco”);

- of the first part - -

AND

Sintonia S.A., a company with registered office in Luxembourg, at Place d’Armes 1, L-1136 Luxembourg , VAT No. LU 21780724, represented herein by its special attorney, ing. Valerio Bellamoli, (the “Purchaser” or “Sintonia”);

- of the second part - -

(herein, Telco and Sintonia are together the “Parties” and each a “Party”)

WHEREAS

A.	Telco holds 3,278,702,623 ordinary shares of Telecom Italia S.p.A., a company with registered office in Milan, at Piazza Affari 2 (“Telecom Italia”), equivalent to approximately 24.5 per cent. of the ordinary share capital of Telecom Italia;

On 28 October 2009, Sintonia indicated that it did not wish to renew the shareholders’ agreement in place among the other shareholders of Telco, which had been entered into on 28 April 2007 and expires on 28 April 2010 (the “Shareholders’ Agreement”) and, in exercise of its right to request the non-proportional de-merger of Telco under article 11 of the Shareholders’ Agreement, (the “De-Merger”) gave notice that it intended to cease to be a shareholder of Telco, and proposed, as an alternative to the De-Merger, a transaction under which: (a) the Telecom Italia shares that are held by Telco and relate to Sintonia’s percentage would be purchased for cash, at their book value (Euro 2.20 per Telecom Italia share); and (b) its participation in the share capital of Telco would be sold to Telco for cash at the corresponding net asset value resulting from the Telco’s balance sheet of as at October 31, 2009, approved by the Board of Directors of Telco as at November 26, 2009, (the “Valuation Balance Sheet”);

Telco and its shareholders said that they were willing to take into consideration and reach agreement with Sintonia over technical forms different from the De-Merger, but equivalent thereto provided they did not burden Telco and its shareholders with additional charges or liabilities, with the common objective of completing Sintonia’s sale of its shareholding in Telco as rapidly as was technically possible;

D.	Upon conclusion of the enquiries that were made, the alternative to the De-Merger described in recital B was approved by the Boards of Directors of Telco and Sintonia in their meetings of 26 November 2009 and 18 November 2009, respectively;

Sintonia will cease to be a shareholder of Telco through the following transactions, which are linked and form an indivisible whole, and will take place on the same date as part of a single event: (i) the sale for cash by Telco to Sintonia (the “Telecom Italia Share Sale”), of 275,115,716 ordinary shares of Telecom Italia (the “Telecom Italia Shares”), equivalent to 2.06 per cent. of the ordinary share capital of Telecom Italia, at a price of Euro 2.20 per share, and thus for an aggregate price of Euro 605,254,575.20; (ii) the sale for cash by Sintonia to Telco (the “Telco Share Sale”, and together with the Telecom Italia Share Sale, the “Sales”), of 162,752,995 Class A shares of Telco (the “Telco Shares”), constituting the whole of Sintonia’s participation in Telco’s share capital (equivalent to 8.39 per cent. of Telco), at a price of around Euro 1.80 per share, and thus for an aggregate price of Euro 293461160.95, calculated on the basis of the net asset value of Telco on the basis of the balance sheet indicated in article 2.3 below; (iii) the cancellation by Telco of the Telco Shares pursuant to and for the purposes of article 2357-bis, first paragraph, part (1), of the Civil Code, with a corresponding voluntary reduction of the share capital subject to discharge of the requirements of article 2445 of the Civil Code; and

F.	In order to document the Sales, the Parties wish to enter into this agreement (the “Agreement”);

THE PARTIES HEREBY AGREE as follows;

RECITALS AND SCHEDULES DEFINITIONS

1.1	The recitals and schedules hereto form an integral and substantial part of this Agreement.

1.2	Terms and expressions used in this Agreement with an initial capital letter shall have the following meanings:

THE SALES

2.1

Upon the terms and conditions of this Agreement, as at the date hereof Telco shall sell to Sintonia, and Sintonia shall accept and purchase, the Telecom Italia Shares, being more precisely 275,115,716 (two hundred and seventy-five million, one hundred and fifteen thousand, and seven hundred and sixteen) ordinary shares of Telecom Italia of nominal value Euro 0.55 (zero point fifty-five Euro) each and to which dividends accrue as normal, representing approximately 2.06 per cent. of Telecom Italia’s ordinary

share capital, for a price of Euro 2.20 (two point two zero Euro) for each ordinary share of Telecom Italia (the “Price per Telecom Italia Share”), multiplied by the number of Telecom Italia Shares, and thus in aggregate Euro 605,254,575.20 (six hundred and five million, two hundred and fifty-four thousand, five hundred and seventy-five Euro and twenty cents, the “Telecom Italia Aggregate Price”).

2.2	The Telecom Italia Share Sale described in Article 2.1 above shall take place outside the regulated market through an authorised intermediary to conduct such transactions, which has been instructed under the terms set forth in Schedule A.

2.3

Upon the terms and conditions of this Agreement, as at the date hereof Sintonia shall sell to Telco, and Telco shall accept and purchase, the Telco Shares, being more precisely 162,752,995 (one hundred and sixty-two million, seven hundred and fifty-two thousand, and nine hundred and ninety-five) Class A shares of Telco, for which the nominal value is not indicated and to which dividends accrue as normal, representing approximately 8.39 per cent. of Telco’s ordinary share capital, for a price of Euro 1.80 (one Euro and eighty cents) for each ordinary share of Telco (the “Price per Telco Share”), multiplied by the number of Telco Shares, and thus in aggregate Euro 293,461,160.95 (two hundred and ninety three million, four hundred and sixty one thousand, one hundred and sixty Euro and ninety five cents, the “Telco Aggregate Price”). The Parties mutually acknowledge that the Price per Telco share and hence the Telco Aggregate Price has been determined on the basis of the Telco net asset value resulting from the Telco balance sheet as at 15 December 2009 (the “Closing Balance Sheet”), prepared on the basis of the same criteria used for the Valuation Balance Sheet.

2.4

Since Telco and Sintonia shall, by completing this Agreement, have obligations to one another that fall within article 1241 et seq. of the Civil Code, the two liabilities shall be set off against another up to their full amount, and accordingly pursuant to the terms of this Agreement, the only payment in cash that shall be made in order to complete the Sales shall be that by Sintonia to Telco in the amount of the difference between the Telecom Italia Aggregate Price and the Telco Aggregate Price and accordingly an aggregate amount of Euro 311,793,414.25 (three hundred and eleven million, seven hundred and ninety three thousand, four hundred and fourteen Euro and twenty five cents) Euro (the “Cash Balance”).

2.5

The Parties acknowledge and agree that the Cash Balance shall be paid, together and at once with the transfer of the shares object of the Sales, by means of cash transfer on the current account n. IT 68 X 03069 12711 000010359843 registered in the name of Mediobanca S.p.A. (swift code BAMEITMMXXX) in its quality of banca agente, open at Intesa Sanpaolo S.p.A. — filiale di Parma (swift code BCITITMMXXX) (the “Current Account”). For this purpose Telco delegates Sintonia, pursuant to article 1268, 1° comma, of the Civil Code, to pay the Cash Balance in favour of Mediobanca S.p.A. and Intesa Sanpaolo according to the modalities indicated above, which, in their turn, are creditors of Telco. Also pursuant to article 1271 of the Civil Code, Sintonia renounces to oppose to Mediobanca S.p.A. and to Intesa Sanpaolo S.p.A. each and every exception relating to its relationship with the same Mediobanca S.p.A. and Intesa Sanpaolo S.p.A., it being understood and agreed among the Parties that Telco shall be released to its obligation to pay the Cash Balance only once the Cash Balance is credited in the Current Account.

2.6

The Parties acknowledge and agree that the Sales under Articles 2.1 and 2.3 above are parts of a single, unified transaction and accordingly they are indivisibly connected, with the consequence that neither of the aforementioned sales may be deemed effective until such time as the obligations in relation to both sales have been completed and performed in full, and the alienation thereunder has taken full effect.

MISCELLANEOUS

3.1

The expenses related to the transfer of the Telecom Italia Shares, and any tax connected or related to the transfer of the Telecom Italia Shares, or the completion of this Agreement, shall be borne 50 per cent by each of the Parties, with the exception of their respective legal expenses, which are and shall remain payable solely by the relevant Party.

3.2

Any tolerance by one of the Parties of a breach by the other Party of one or more provisions of the Agreement shall not constitute and may not be interpreted as a waiver by the relevant Party of the rights it holds in consequence of such breach. Any such tolerance may be effective only where set forth in a written document duly executed by the relevant Party and in relation only to the rights to which such Party is entitled.

3.3

The Parties expressly acknowledge that the terms of this Agreement constitutes an aleatory agreement within the meaning of article 1469 of the Civil Code, and consequently they hereby waive any rights to bring: (a) the general action for termination for undue influence, pursuant to article 1448 of the Civil Code; (b) the application for termination by reason of an excessive onerousness, pursuant to article 1467 of the Civil Code; and (c) the application for reduction of these terms, pursuant to article 1468 of the Civil Code.

3.4

Telco represents and warrants to Sintonia, to the extent relevant, that: (a) it has the Telecom Italia Shares at its full and unencumbered disposal, and it is able to dispose of the same, having obtained all approvals from relevant corporate bodies; and (b) it has sole title to the Telecom Italia Shares, and they are free of pledges, usufructs, charges, restrictions, encumbrances, security or other third-party rights.

3.5

Sintonia represents and warrants to Telco, to the extent relevant: (a) it has the Telco Shares at its full and unencumbered disposal, and it is able to dispose of the same, having obtained all approvals from relevant corporate bodies; and (b) it has sole title to the Telco Shares, and they are free of pledges, usufructs, charges, restrictions, encumbrances, security or other third-party rights.

3.6

The Parties mutually acknowledge and agree that every existing liability (with the exception of those already included on the Closing Balance Sheet, which have thus been taken into consideration in the determination of the Telco Aggregate Price) and also every potential liability in respect of Telco (including, by way of illustration but without limitation, liabilities which could arise from the administrative procedures and the litigation in progress in Argentina in relation to the acquisition by Telco of its participation in Telecom Italia through the acquisition of the complete share capital of Olimpia S.p.A.) that is related to the period prior to the execution of this Agreement, shall be sustained by Sintonia and by Telco, respectively, in the same proportion in which such companies would have sustained the foregoing if Sintonia had been the beneficiary of the Telecom Italia Shares Subject to Disposal via the De-Merger transaction and hence the provision envisaged under article 2506 and following articles of the Italian Civil Code would have been applicable. Therefore, each Party shall stand surety for and hold the other Party harmless in relation to the liabilities to which the latter may be subject and which instead maybe referable to the former, pursuant to the provisions envisaged under this article 3.6. Telco shall: (i) maintain Sintonia promptly informed in relation to any administrative and/or litigation proceedings, domestic or international, already pending or that may be commenced against it, in relation to events related to the period prior to the execution of this Agreement, as well as to the subsequent course of those administrative and/or litigation proceedings, including by direct access to the counsel appointed by Telco, and by means of granting an attendee appointed by Sintonia with the right of participation in the Board of Directors’ meetings of Telco during which such proceedings will be discussed; and (ii) in good faith evaluate any reasonable indications from Sintonia in relation to the conduct of such proceedings.

NOTICES

4.1	Any notice to be sent to the Parties shall be sent by recorded delivery (with advice of delivery), with an advance copy by fax, to the following addresses:

(a)

where to Telco, to:

Telco S.p.A.

Via Filodrammatici, 3

20121 Milan

Attention: Chair Aldo Minucci

Fax No. +39 028829838

(b)

where to Sintonia, to:

Sintonia S.A.

Place d’Armes, 1

L-1136 — Luxembourg

c.a. Ing. Valerio Bellamoli

Fax n.: +352 26266221

4.2

Each of the Parties may use the means indicated above to give notice of changes to their address, or any other details. The Parties hereby agree that the addresses provided above, or such other addresses as they may notify in the future, shall also be the Parties’ addresses for service for all purposes regarding this Agreement, including for any service of court documents.

4.3	Any amendment to this Agreement shall be made under a written document signed by the Parties, or by their respective successors or assigns. In the absence of such a written document, no amendment shall take effect.

4.4	This Agreement shall be binding between the Parties and their respective successors and assigns, on any basis and on any ground. Subject always to the above, this Agreement shall not be capable of assignment by either of the Parties, except as the Parties may agree in writing.

GOVERNING LAW — ARBITRATION

5.1	This Agreement shall be made subject to and governed by Italian law.

5.2.	Any dispute regarding the interpretation, performance or termination of this Agreement shall be exclusively for the jurisdiction of the Courts of Milan.

Schedules:

A: Irrevocable instructions as to the transfer of shares

* * * * *

If you agree with the above proposal, please reproduce the text of this Agreement and send us a copy duly initialed in each page and signed as an indication of your full and unconditional acceptance of this Agreement.

Sintonia S.A.

* * * * *

As an indication of our full and unconditional acceptance of this Agreement

Telco S.p.A.

EX-99.22 3 ss81961_ex9922.htm TELCO S.P.A. PRESS RELEASE, DATED DECEMBER 22, 2009

Exhibit 22

TELCO S.p.A.

Registered office: Via Filodrammatici 3, Milan, Italy

Share capital: € 3,588,288,430.80 fully paid up

Registration no. in Milan Companies’ Register,

Tax identification code and VAT no.: 05277610969

PRESS RELEASE

Telco and Sintonia have today completed (i) the acquisition in cash by Sintonia of the Telecom Italia shares held by Telco attributable to it pro-rata (approx. 275.1 million ordinary shares, equal to 2.06% of the ordinary share capital) at a price of €2.2 per share for a total outlay of approx. €605m; and (ii) the acquisition by Telco of Sintonia’s entire shareholding Sintonia in the share capital of Telco (approx. 162.8 million class A shares, equal to 8.39% of the share capital). On even date the Board of Directors has acknowledged the resignation of Mr. Valerio Bellamoli, board member designated by Sintonia, and has appointed Mr. Oliviero Pessi.

The surplus on the transaction, which amounts to approx. €312m, has been used by Telco to repay part of the credit lines falling due at the year-end. The remainder of the loans due by end-December 2009 have been extended until 11 January 2010. In line with the undertakings disclosed on 18 November 2009, the shareholders have committed to subscribe, pro-rata to their respective interests in the share capital, to a bond issue by the company in an amount of up to €2.6bn. In addition, the company is in negotiations with leading banks to receive credit lines of up to €1.4bn to be used to reduce the shareholders’ commitments with respect to the bond issue.

Milan, 22 December 2009

EX-99.23 4 ss81961_ex9923.htm AMENDMENT AGREEMENT, DATED JANUARY 11, 2010

Exhibit 23

This amendment (the “Amendment Agreement”) is entered into on

11th January 2010

BY AND BETWEEN

·	TELEFONICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (“TE”);

·	ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n.2, Trieste, Italy;

·	ALLEANZA TORO S.p.A., an Italian company with registered office at Torino, via Mazzini n. 53;

·	INA ASSITALIA S.p.A., an Italian company with registered office at Roma, Corso d’Italia n. 33;

·	GENERALI LEBENSVERSICHERUNG A.G., a German company with registered office at Hamburg (Germany), an der Besenbinderhof n. 43;

·	GENERALI VIE S.A., a French company with registered office at Paris, Bld Hausmann 11;

ASSICURAZIONI GENERALI S.p.A. (hereinafter “Generali”), for its own account and in the name and on behalf of the following Generali’s subsidiaries GENERALI VIE S.A., ALLEANZA TORO S.p.A., INA ASSITALIA S.p.A., GENERALI LEBENSVERSICHERUNG A.G., (hereinafter the “Generali Subsidiaries” and together with Generali collectively “AG”);

·	INTESA SANPAOLO S.p.A., an Italian company with registered office at Piazza San Carlo n. 156, Torino, Italy (“IS”);

·	MEDIOBANCA S.p.A., an Italian company with registered office at Piazzetta Cuccia n. 1, Milano, Italy (“MB”);

(collectively the “Parties” and each, indiviadually, a “Party”);

WHEREAS

On 28 April 2007 the Parties and Sintonia S.A., a company incorporated under the laws of Luxembourg, with registered office at 1, Place d’Armes, L-1136 Luxembourg, commercial register n. B77504 (“Sintonia”) entered into a shareholders agreement, as subsequently amended and supplemented with a first deed of amendment dated 25 October 2007 and with a second deed of amendment dated 19 November 2007 (the “Shareholders Agreement”);

B.	on 28 October 2009, Sintonia indicated that it did not wish to renew the Shareholders Agreement and exercised the exit right set out thereunder;

on the same 28 October 2009, the Parties also agreed (i) to renew the Shareholders Agreement for an additional period of three years (i.e. as of 28 April 2010 until 27 April 2013) and (ii) to amend and renew certain provisions of the Shareholders Agreement (such amended and renewed Shareholders Agreement, the “New Shareholders Agreement”);

D.	on 26 November 2009 the board of directors and the shareholders meeting of Telco S.p.A. (“Telco”) approved the transactions to allow the exit of Sintonia and adopted all the necessary resolutions required in connection therewith;

the exit of Sintonia has been completed on 22 December 2009 through the execution of a sale and purchase agreement (the “Sale and Purchase Agrement”) whereby, in the same context and as one and single transaction: (i) Sintonia has sold to Telco all the shares held by Sintonia in Telco, representing approximately 8.39% of the share capital of the latter, and (ii) Telco has sold to Sintonia, no. 275,115,716 ordinary shares of Telecom Italia, representing approximately 2.06% of the ordinary share capital of Telecom Italia. On the basis of the Sale and Purchase Agreement, upon completion of the exit of Sintonia, Telco has received on 22 December, 2009 from Sintonia a net cash amount equal to Euro 311,793,414,25;

following completion of the exit of Sintonia, (x) Telco holds 3,003,586,907 ordinary shares of Telecom Italia, equivalent to approximately 22.45% of the ordinary share capital of Telecom Italia and (y) the shareholding of Telco is the following: (i) AG (i.e. the Generali and the Generali Subsidiaries) holds no. 543,364,315 Class A shares of Telco representing approximately 30.58% of Telco’s share capital, (ii) IS holds no. 206,464,495 Class A shares of Telco representing approximately 11.62% of Telco’s share capital, (iii) MB holds no. 206,464,495 Class A shares of Telco representing approximately 11.62% of Telco’s share capital, and (iv) TE holds no. 820,569,068 Class B shares of Telco representing approximately 46.18 % of Telco’s share capital (each of such shareholding, the “New Shareholding in Telco”);

on 22 December 2009, Telco and the Parties also executed a framework agreement (the “Framework Agreement”), whereby the Parties and Telco, among other things, agreed the actions and transactions to be carried out in order to allow Telco (aa) to comply with its obligations under the existing credit facilities and (bb) to refinance its financial indebtedness to be repaid within January 2010;

it is envisaged that one of the transactions that Telco will carry out in order to refinance its financial indebtedness will be the execution with primary financial institutions (the “Senior Lenders”), including MB and IS, acting in their capacity as lending banks, of a new facility for an amount not exceeding Euro 1,400,000.000 (the “New Refinancing Facility”);

I.	it is expected that under the New Refinancing Facility a certain number of the Telecom Italia shares held by Telco will be pledged in favor of the Senior Lenders (the “Pledged Shares”).

Now, therefore, in consideration of the foregoing premises the Parties hereby

AGREE AND COVENANT

as follows:

1. Unless differently provided herein, terms and expressions used with initials in capital letters in this Amendment Agreement shall have the same meaning attributed to them in the New Shareholders Agreement.

2. Consistently with the principles and spirit of the Shareholders’ Agreement and of the Framework Agreement, executed in order to allow Telco to comply with its obligations under the existing credit facilities and to refinance its financial indebtedness, each of the Parties agrees that, in proportion to its New Shareholding in Telco, it will endeavor to support Telco and, in particular, to make available to Telco the funds necessary to avoid or cure any possible default under the New Refinancing Facility (the “Cash Injection”). The Parties agree to start a negotiation in this respect with sufficient time in advance. Such Cash Injection shall be made (aa) through a shareholders loan or any other appropriate financial instruments agreed among the Parties, and in any case (bb) within the timeframe provided for under the New Refinancing Facility to prevent the foreclosure and subsequent appropriation or sale by the Senior Lenders of the Pledged Shares (the “Foreclosure of the Pledge”), provided that (cc) each Party shall be allowed to propose to finance its Cash Injection through an issue of bonds by Telco with mechanics consistent with those agreed under the Framework Agreement and, to the extent available within the timeframe above under (bb) above, through a fully funded bridge loan, and that in such case all Parties (acting exclusively in their capacity as Telco’s shareholders) shall endeavor to cooperate to allow such financing. The Parties acknowledge and agree that their agreement to endeavor to support Telco’s financial indebtedness pursuant to the terms and conditions set out in this Amendment Agreement (i) is only among the Parties acting exclusively in their capacity as Telco’s shareholders, (ii) is not in favor of Telco nor in favor of any third interested party (including but not limited to the lenders of Telco) and (iii) in case of breach, is only sanctioned in accordance with the provisions set out in the following articles 3 and 4, which constitute the sole and exclusive remedy for such a breach, also pursuant to Article 1382, first paragraph of the Italian Civil Code.

3. In order to implement the principles under article 2 above, the Parties acknowledge and agree that under the New Refinancing Facility there may be from time to time the need for additional cash (the “Cash Call”). In case of a Cash Call, or in case in which the Senior Lenders may notify to Telco and /or the Parties the intention to begin the Foreclosure of the Pledge, each of the Parties shall endeavor to support Telco through a Cash Injection in proportion to its New Shareholding in Telco and in accordance with the provisions set forth in Article 2 above. Should one or more Party/ies refuse(s) to participate to the Cash Injection (the “Dissenting Parties”; for the avoidance of doubt the Dissenting Party/ies will be the Party/ies that refuse(s) to make available to Telco in proportion to its/their new Shareholding in Telco – through a modality complying with the terms set forth above in (aa), (bb), or (cc) of Article 2 above – the funds necessary to Telco to avoid or cure the default under the new Refinancing Facility within the timeframe necessary to avoid the Foreclosure of the Pledge), the other Party/ies (the “Supporting Parties”) shall be entitled, pro rata among themselves

based on their respective New Shareholding in Telco, to make good and cover the portion of the Cash Injection pertaining to the Dissenting Parties (the “Additional Funding Portion”), provided however that, in any such case, if the Dissenting Party is a class A shareholder of Telco, the right (but not the obligation) to inject the Additional Funding Portion will only be attributed to, and exercisable by other Class A Shareholders who are at the same time Supporting Parties.

4. The Parties further acknowledge and agree that in the event the Cash Injection is for whatever reason not fully covered and, as a result of this, the Senior Lenders activate the Foreclosure of the Pledge, then the Supporting Parties shall be entitled to acquire the Pledged Shares from the Senior Lenders at the terms and conditions set out in the option agreement attached hereto as Annex A (the “Option Agreement”). In this connection, the Parties further agree among them that:

the right to acquire the Pledged Shares under the Option Agreement (the “Call Right”) will only be exercisable by the Supporting Parties, and not by the Dissenting Parties;

each of the Supporting Parties will have the Call Right on a pro-quota of the Pledged Shares proportional to its percentage of the share capital of Telco at the time when the Call Right will be exercised (the “First Option Pro-Quota of the Pledged Shares”);

the Supporting Party/ies that is/are Class A Shareholder/s will also have the Call Right on the portion of Pledged Shares (in each case the “Non Called Class A First Shares”) corresponding to (i) the Dissenting Party/ies that is/are Class A Shareholder/s and (ii) the Supporting Party/ies that is/are Class A Shareholders which do not validly deliver their First Exercise Notice (as defined below) within the First Exercise Deadline (as defined below):

the Supporting Party/ies that is/are Class B Shareholder/s will also have the Call Right on the portion of Pledged Shares (in each case the “Non Called Class B First Shares”) corresponding to (i) the Dissenting Party/ies that is/are Class B Shareholder/s and (ii) the Supporting Party/ies that is/are Class B Shareholders which do not validly deliver their First Exercise Notice (as defined below) within the First Exercise Deadline (as defined below);

each of the Supporting Parties that intends to acquire Pledged Shares shall deliver to the other Supporting Parties a written notice (the "First Exercise Notice ") no later than 14.00hrs CET on 2 Business Days (the "First Exercise Deadline") after receipt of the Calculation Notice (as defined in Clause 1.2.1 of the Option Agreement) stating its unconditional and irrevocable intention to purchase from the Senior Lenders all, but not part, of its First Option Pro-Quota of the Pledged Shares. Each of the Supporting Parties that are Class A Shareholders and that have validly delivered the First Exercise Notice shall be referred to as the "First Class A Calling Shareholders"; each of the Supporting Parties that are Class B Shareholders and that have validly delivered the First Exercise Notice shall be referred to as the "First Class B Calling Shareholders" (together the "First Calling Shareholders");

each of the First Class A Calling Shareholders may deliver to the other First Calling Shareholders a further written notice (the "Second Class A Exercise Notice") by no later than 14.00hrs CET on 3 Business Days after receipt of the Calculation Notice (the "Second Class A Exercise Deadline") stating its unconditional and irrevocable intention (or the unconditional and irrevocable intention of an Italian Qualified Investor’s, as defined in the Shareholders Agreement) to acquire from the Senior Lenders a maximum number of the Non Called Class A First Shares (the "Called Second Shares"). Each of the First Class A Calling Shareholders who have validly delivered the Second Class A Exercise Notice shall be referred to as the "Second Class A Calling Shareholders";

if the aggregate maximum number of Called Second Shares indicated in the relevant Second Class A Exercise Notice(s) is equal to the Non Called Class A First Shares, then such shares shall be allocated among each Second Class A Calling Shareholders as per the Called Second Shares indicated in their corresponding Second Class A Exercise Notice(s);

if the aggregate maximum number of Called Second Shares indicated in the relevant Second Class A Exercise Notice(s) is more than the Non Called Class A First Shares, then such shares shall be allocated among each Second Class A Calling Shareholders on a proportional basis based on the Called Second Shares indicated in their corresponding Second Class A Exercise Notice(s);

if the aggregate maximum number of Called Second Shares indicated in the relevant Second Class A Exercise Notice(s) is less than the Non Called Class A First Shares, then such shares shall be allocated among each Second Class A Calling Shareholders (or Italian Qualified Investors, as defined in Article 8.2 of the Shareholders Agreement, if any) as per the Called Second Shares indicated in their corresponding Second Class A Exercise Notice(s), and each of the First Class B Calling Shareholders may deliver to the First Class A Calling Shareholders a written notice (the “Second Class B Exercise Notice”) by no later than 14:00hrs CET on 1 Business Day after expiry of the term for the Second Class A Exercise Notice (the "Second Class B Exercise Deadline") stating its unconditional and irrevocable intention to acquire from the Senior Lenders a number of Pledged Shares equal to the difference between the total number of Pledged Shares and the sum of the shares indicated in the First Exercise Notice and the Second Class A Exercise Notice, if applicable:

the provisions referred to in points from in points f) through i) above shall apply, mutatis mutandis, to the Non Called Class B First Shares (with the exception of the possibility to identify and nominate, for the purposes herein, Italian Qualified Investors) ..

each of the First Calling Shareholders shall be obliged to deliver to the Senior Lenders, with a copy to Telco and all other First Calling Shareholders, the Exercise Notice within the Exercise Deadline (as both defined in the Option Agreement), including the number of Pledged Shares that it unconditionally

and irrevocably offers to purchase from the Senior Lenders (or retain pursuant to clause 1.2.7 of the Option Agreement), which must be calculated in compliance with above provisions (hereinafter the "Allocated Pledged Shares" of the relevant First Calling Shareholder).

5. Notwithstanding the provisions of Article 12 of the New Shareholders' Agreement, any notice and communication among Parties under this Amendment shall be made by email and fax at the following fax numbers and email addresses:

To Assicurazioni Generali:

Assicurazioni Generali S.p.A.

Piazza Duca degli Abruzzi n. 2

34132 Trieste, Italy

Fax: +39 040 671260

To the attention of: Mr. Giovanni Perissinotto and Mr. Oliviero Pessi

E-mail: giovanni_perissinotto@generali.com and

oliviero_pessi@generali.com

To Intesa:

Intesa Sanpaolo S.p.A.

Piazza Scala n. 6

20121 Milano, Italy

Fax: +39 02 879 43540

To the attention of: Mr. Gaetano Miccichè and Mr. Amedeo Nodari

E-mail: gaetano.micciche@intesasanpaolo.com and

amedeo.nodari@intesasanpaolo.com

To Mediobanca:

Mediobanca - - Banca di Credito Finanziario S.p.A.

Piazzetta Cuccia n. 1

20121 Milano, Italy

Fax: +39 02 8829 943

To the attention of: Mr. Clemente Rebecchini and Mr. Francesco Coatti

E-mail: mailto:clemente.rebecchini@mediobanca.it and

francesco.coatti@mediobanca.it

To TeIefonica:

Telefonica S.A.

C/Ronda de la Comunicacion, s/n, Distrito C, Edificio Central, Planta 1a

28050 Madrid, Spain

Fax: +34 91 727 1405 and +34 91 727 1400

To the attention of: Group General Counsel (Ramiro Sánchez de Lerín) and María

Luz Medrano

E-mail: secretaria.general@telefonica.es and

mmedrano@telefonica.es

6. The Parties agree that the New Shareholders Agreement is integrated and - to the extent necessary - amended by this Amendment Agreement. In case of conflict between the provisions of this Amendment Agreement and the provisions of the New Shareholders Agreement, the provisions of this Amendment Agreement shall prevail. Subject to the above, all the provisions of the New Shareholders Agreement remain in full force and effect.

7. This Amendment Agreement - as the Shareholders Agreement and the New Shareholders Agreement - shall be governed by, and interpreted in accordance with, the laws of the Republic of Italy. Any disputes arising out of or in connection with this Amendment Agreement shall be submitted by the Parties to arbitration, The venue of the arbitration shall be Milan. The arbitration shall be conducted in the English language and in accordance with ICC Rules.

TELEFÓNICA S.A.

/s/ Authorized Signatory


ASSICURAZIONI GENERAL1 S.p.A. (far its own account and in the name and on behalf of the Generali Subsidiaries)

/s/ Authorized Signatory


INTESA SANPAOLO S.p.A.

/s/ Authorized Signatory


MEDIOBANCA S.P.A.

/s/ Authorized Signatory

EX-99.24 5 ss81961_ex9924.htm OPTION AGREEMENT, DATED JANUARY 11, 2010

Exhibit 24

[TO BE ENTERED INTO AS EXCHANGE OF CORRESPONDENCE]

This option agreement (the "Agreement") is entered into on

11th January 2010

BY AND BETWEEN

(1) INTESA SANPAOLO S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is at Piazza San Carlo No. 156, Torino, Italy, registered with the Companies' Registry of Turin under No. 00799960158, in its quality as lender under the facility agreement entered into on even date hereof with Telco S.p.A. ("Intesa Sanpaolo"),

(2) MEDIOBANCA - - BANCA DI CREDITO FINANZIARIO S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is at Piazzetta Cuccia No. 1, Milano, Italy, registered with the Companies' Registry of Milan under No. 00714490158, in its quality as lender under the facility agreement entered into on even date hereof with Telco S.p.A. ("Mediobanca");

(3) UNICREDIT CORPORATE BANKING S.P.A. Società per Azioni, with Sede Legale e Direzione renerale in Verona, Via Garibaldi 1, Share Capital euro 6,604,173,696.00 registered with the Companies' Registry of Verona, Tax Code and VAT Number n° 03656170960 - Cod. ABI 03226.8, a company with a sole shareholders enrolled in the register of banks and belonging to the Gruppo Bancario UniCredito Italian enrolled in the register of the banking groups under n. 3 135.1, member of the Fondo Interbancario di Tutela dei Depositi (UCB");

(4) SOCIÉTÉ GÉNÉRALE, a company incorporated under the laws of France, with registered office in Paris, Boulevard Haussmann 29, acting through its Milan branch, with its offices at Via Olona 2, Milan, registered with the Companies Registry of Milan under number 8011215158, Milan REA number 748666, registered with the Banks Registry of the Bank of Italy under number 4858 ("SG")

(Intesa Sanpaolo, Mediobanca, UCB and SG hereinafter collectively referred as the "Lenders”);

AND

(5) TELÉFONICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain ("TE”);

(6) ASSICURAZIONI GENERAL1 S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy;

(7) ALLEANZA TORO S.p.A., an Italian company with registered office at Torino, via Mazzini n. 53;

(8) INA ASSITALIA S.p.A., an Italian company with registered office at Roma, Corso d'Italia n. 33;

(9) GENERALI LEBENSVERSICHERUNG A.G., a German company with registered office at Hamburg (Germany), an der Besenbinderhof n. 43;

(10) GENERAL1 VIE S.A., a French company with registered office at Paris, Bld Hausmann 11;

(11) ASSICURAZIONI GENERAL1 S.p,A. (hereinafter "Generali"), for its own account and in the name and on behalf of the following Generali's subsidiaries GENERALI VIE S.A., ALLEANZA TORO S.p.A., INA ASSITALIA S.p.A., GENERALI LEBENSVERSICHERUNG A.G., (hereinafter the "GeneraIi Subsidiaries" and together with Generali collectively "AG");

(12) INTESA SANPAOLO S.p.A, an Italian company with registered office at Piazza San Carlo n. 156, Torino, Italy, in its quality as shareholder of Telco S.p.A. ("IS");

(13) MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.p.A.- Banca di Credito Finanziario, an Italian company with registered office at Piazzetta Cuccia n. 1, Milano, Italy, in its quality as shareholder of Telco S.p.A ("MB");

(TE, AG, IS and MB hereinafter collectively referred as the "Shareholders");

(the "Parties).

BETWEEN THE PARTIES IT IS AGREED as follows:

1.1 The Facility Agent (as defined below) undertakes to copy the Shareholders in any of the communications to be given to the Borrower in relation to Clause 1912 (Acceleration) of the facility agreement entered into on even date hereof between inter alia the Lenders and Telco S.p.A. and Unicredit Corporate Banking S.p.A. - the “Facility Agent”- (the "New Banking Facility Agreement"),

1.2 Without prejudice to 1.1 above, should the Lenders decide to enforce the share pledge created over Telecom Italia S.p.A. ordinary shares pursuant to the provision of the pledge agreement to be entered into pursuant to the New Banking Facility Agreement (the "Share Pledge" and the "Share Pledge Agreement" respectively) (a form of which is attached hereto as Schedule 1) following an acceleration pursuant to and in accordance with Clause 19.12 of the New Banking Facility Agreement, the following shall apply.

1.2.1 The Facility Agent shall copy the shareholders of Telco (each a "Shareholder") in the notice enforcing the Share Pledge to be given to Telco pursuant to Clause 6.1 of the Share Pledge Agreement (the "Enforcement Notice"). Together with the Enforcement Notice, the Facility Agent will also deliver to the Shareholders a calculation notice (the "Calculation Notice") stating (i) the aggregate amount outstanding under the New Banking Facility Agreement plus interest accrued and to accrue thereunder and all other costs and expenses, including enforcement costs, up to the Transfer Date (as defined below); (ii) the price at which the Lenders can appropriate the pledged shares pursuant to Clause 6.3 of the Share Pledge Agreement; and consequently (iii) the number of pledged shares that the Lenders may have the

right to appropriate pursuant to the Share Pledge Agreement (the "Appropriation Shares"). It is agreed and understood that, if Clause 6.3(i)(c) and/or Clause 6.3(ii)(c) of the Share Pledge Agreement apply, the Calculation Notice shall be sent after the Facility Agent having obtained the appraisal referred to thereunder. If notwithstanding the good faith efforts of the Facility Agent and the appointment of a second investment bank pursuant to Clauses 6.3(i)(c) and 6.3(ii)(c) no appraisal is obtained within 65 Business Days from the Enforcement Notice the Shareholders shall no longer have any right to purchase Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion, provided in such case that upon enforcement of the pledge in accordance with the Share Pledge Agreement the Lenders shall ensure, to the maximum extent allowed by applicable laws, that the Shareholders are allowed to participate, pari passu with any other potential acquirer, in any sale process of the Appropriation Shares.

1.2.2 Each Shareholder shall be entitled to call and acquire from the Lenders (the "Right to Call") Appropriation Shares at the terms and conditions referred to herein and at a price per Appropriation Share (the "Purchase Price") equal to the higher of (i) the price indicated in Clause 1.2.1 (ii), and (ii) the amount indicated in Clause 1.2.1 (i) divided by the aggregate total number of the Appropriation Shares. The Facility Agent shall include the Purchase Price in the Calculation Notice.

1.2.3 In order to exercise its Right to Call, each relevant Shareholder(s) shall deliver to the Facility Agent and the other Shareholders a written notice (the "Exercise Notice"), no later than 5 Business Days (the "Exercise Deadline") after receipt of the Calculation Notice, stating (i) its unconditional and irrevocable offerr to purchase from the Lenders all or part of the Appropriation Shares at a price per share equal to the Purchase Price and (ii) that the Exercise Notice complies with the shareholders agreement in force between the Shareholders, as amended (the "Shareholders Agreement").

1.2.4 The Exercise Notices shall be given to Unicredit Corporate Banking S.p.A. in its capacity as Facility Agent (or to any of its successors pursuant to the provisions of Clause 20.13 of the New Banking Facility Agreement), copy to all the other Shareholders,

1.2.5 The Exercise Notices shall be valid and effective only if and to the extent they contain in aggregate offers to purchase the exact amount of the Appropriation Shares. If, instead, the Exercise Notices contain in aggregate offers to purchase a number of Appropriation Shares which is greater or lower than the number of Appropriation Shares, then, the Exercise Notices shall be deemed ineffective and the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion. Provided further that, in the event the Exercise Notice/s contain/s in aggregate offers to purchase not the exact amount of the Appropriation Shares, the Facility Agent shall allow the Shareholders who have delivered valid Exercise Notice(s) 1 Business Day to cure the mistake by sending a further joint notice signed by all Shareholders that have delivered the Exercise Notice, stating the exact allocation of Appropriation Shares among Shareholders.

1.2.6 The Shareholders acknowledge that the Facility Agent shall:

(aa) verify that the Exercise Notices comply with Clauses 1.2.2 and 1.2.3 above,

(bbb) proceed with the allocation of the Appropriation Shares to the Shareholders who have delivered a valid Exercise Notice (the "Exercising Shareholders") as per the indication provided in the relevant Exercise Notices only if and to the extent the overall number of the Appropriation Shares indicated in the Exercise Notice(s) received is equal to the overall number of Appropriation Shares in accordance with the provisions of preceding Clause 1.2.5.

1.2.7 If the conditions under Clauses 1.2.5 and 1.2.6 above are satisfied, the Lenders shall appropriate the Appropriation Shares at a price per share equal to the Purchase Price under the Share Pledge Agreement on the 8th Business Days from the date of the Calculation Notice and shall then sell and transfer on the same day (the "Transfer Date") all the Appropriation Shares to the Exercising Shareholders as per the indications received in the Exercise Notices, provided that the transfer of all Appropriation Shares shall occur simultaneously and be conditional upon (i) receipt of a legal opinion issued by reputable legal counsel (at the request of any Exercising Shareholder) confirming valid delivery of the Exercise Notice based on the Shareholders Agreement, validity and enforceability of the relevant transfer deed, no conflict with applicable law and capacity and authority of the Exercising Shareholders), and (ii) receipt in full of the Purchase Price multiplied by the number of the Appropriation Shares. If for any reason whatsoever (including for the avoidance of doubt, any order of authority, attachment, seizure or precautionary measure) appropriation under the Share Pledge Agreement or transfer to Exercising Shareholders cannot take place, then the Exercise Notices shall be deemed ineffective and the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion, provided however in such case that (a) should the relevant order of authority, attachment, seizure, precautionary measure consist in an impediment to enforce the pledge (and consequently appropriation and transfer of the Appropriation Shares under this Agreement) (i) should it be removed or cured within 60 days, then the Lenders shall remain bound to this Agreement and shall deliver to the Shareholders a new Enforcement Notice and a new Calculation Notice and each Shareholder shall be entitled to exercised its Right to Call by delivering its Exercise Notice in accordance with this Agreement, (ii) should it NOT be removed or cured within 60 days, then the Lenders shall ensure, to the maximum extent allowed by applicable laws, that the Shareholders are allowed to participate, pari passu with any other potential acquirer, in any subsequent sale process of the Appropriation Shares; and (b) should the relevant order of authority, attachment, seizure, precautionary measure impede appropriation and/or transfer of the Appropriation Shares under this Agreement but NOT enforcement of the pledge through other means, then the Exercise Notices shall be deemed ineffective and the Shareholders shall no have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion but the Lenders shall ensure, to the maximum extent allowed by applicable laws, that the Shareholders are allowed to participate, pari passu with any other potential acquirer, in any subsequent sale process of the Appropriation Shares.

In the event an Exercising Shareholder is also a Lender and transfer of the Appropriation Shares is to occur in respect of all Exercising Shareholders in

accordance with this Clause 1.2.7, then such Lender / Exercising Shareholder (a) shall only purchase a number of Appropriation Shares equal to the positive difference between (i) the number of Appropriation Shares for which it has delivered a valid Exercise Notice; and (ii) the number of Appropriation Shares corresponding to its quota in the Facility Agreement; or (b) shall only sell a number of Appropriation Shares equal to the positive difference between (i) the number of Appropriation Shares corresponding to its quota in the Facility Agreement; and (ii) the number of Appropriation Shares for which it has delivered a valid Exercise Notice.

1.2.8 If, as a result of the procedure set out in paragraphs 1.2.2 to 1.2.6 above, the Lenders have not received valid and effective Exercise Notices for all and no more or no less than the Appropriation Shares, the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion.

1.2.9 Any obligation assumed by a Shareholder under this Agreement or the Exercise Notice shall be assumed on a several basis (senza vincolo di solidarietà) with the other Shareholders. It remains understood and agreed that if on the Transfer Date any of Exercising Shareholder(s) does {do) not pay the purchase price pursuant to the relevant Exercise Notice, then the Lenders shall have no obligation to transfer Appropriation Shares to that or to any other Exercising Shareholder(s), the Exercise Notices shall be deemed ineffective, the Shareholders shall no longer have any right to purchase the Appropriation Shares under this Agreement and the Lenders shall have the right to enforce the Share Pledge at their discretion, provided that the Facility Agent shall allow the Shareholder(s) who have/has not paid the purchase price 1 Business Day to cure its default and shall allow the Shareholder(s) to purchase their corresponding Appropriation Shares, in which case all transfers of Appropriation Shares shall take place one Business Day after the intended Transfer Date and after full payment for all Appropriation Shares has been received in full. The Parties agree that any cost, taxes and expense of the transfer of Appropriation Shares to my Exercising Shareholders in accordance with this Agreement shall be borne by the Exercising Shareholders in proportion of the Appropriation Shares acquired by each of them.

1.2.10 The obligations assumed by the Lenders under this Agreement shall be assumed by each Lender severally from the other Lender (senza vincolo di solidarietà)in proportion to each respective loans and commitments under the New Banking Facility at the time of the Transfer Date.

1.2.1 1 For the avoidance of doubt any sale and purchase of Appropriation Shares made pursuant to this Agreement shall be deemed to be permitted under the Shareholders' Agreement and each Shareholder commits to the other Shareholders to take any step and carry out a11 actions required to give full implementation to the rights and obligations set out in this Agreement.

1.2.12 The Parties agree that, for the sake of completeness, this Agreement shall be disclosed and made public in accordance to applicable laws.

1.2.13 Each Shareholder, to the maximum extent permitted by applicable laws and regulations and to the extent the Lenders and the Facility Agent have complied with

their obligations under this Agreement, waives any and all rights, claims, objections and remedies it may have against the Facility Agent and the Lenders now or in the future in relation to the delivery and transfer of the Appropriation Shares pursuant to the Exercise Notices, the joint correction notice under Clause 1.2.5, the criteria and price on the basis of which the appropriation referred to in Clause 1.2.7 and the Purchase Price have or will be determined.

1.2.14 Each Exercising Shareholder, severally and not jointly and pro-quota in proportion to the percentage of the Appropriation Shares acquired, further undertakes to indemnify and keep harmless each Lender and the Facility Agent and their respective directors and employees (each an "Indemnified Party"), from any prejudices, expenses and damages or liabilities incurred or suffered as a result of an action or lawsuit or claim brought by Telco, any of the Shareholders and/or any third party in connection with the delivery and transfer of the Appropriation Shares pursuant to the Exercise Notices and the appropriation of the Appropriation Shares pursuant to Clause 1.2.7. To this purpose (i) the Indemnified Party shall deliver to the Exercising Shareholders notice of the relevant action, claim or lawsuit, specifying reasonable details thereto, (ii) before making any payment or settlement, the Indemnified Party shall consult in good faith with the Exercising Shareholders for at least 10 Business Days, including taking advice from reputable international legal counsel, provided that if the payment is to be made earlier than 10 Business Days the consultation period shall be shortened accordingly (iii) after the Indemnified Party having fulfilled its obligations under (i) and (ii) above, payment of the indemnity hereunder shall be made 1 Business Day prior to the date on which the relevant Indemnified Party declares that it is under an obligation to make a payment or post a collateral in favor of a third party, without raising any objection (solve et repete), (iv) the Indemnified Party shall keep informed the Exercising Shareholders of the relevant action, lawsuit or claim and will consult and cooperate in good faith with the relevant Exercising Shareholders in pursuing any legal defense, against said action, lawsuit or claim, and (v) after payment by the Exercising Shareholders the Indemnified Party shall return to the relevant Exercising Shareholders any money paid by such Exercising Shareholders and recovered by the Indemnified Party h m the third party or released from a collateral.

The Parties agree that (x) the above provisions will only apply to any indemnification which has an overall aggregate amount not exceeding Euro 260 million, while (y) in the event of an indemnification for an overall aggregate amount exceeding Euro 260 million the above provisions (including the "solve and repete” principle) would still apply, but no payment shall be demanded by the Indemnified Party unless such Indemnified Party has received a judgment or order of an authority (even if not final and conclusive) ordering it to pay such third party claim or requiring it to post a collateral.

Without prejudice to the solve et repete provision set forth above, no indemnity shall be payable to an Indemnified Party under this Clause 1.2.14 in relation to prejudices, expenses and damages or liabilities incurred or suffered as a result of such Indemnified Party gross negligence or willful misconduct (dolo o colpa grave), provided for the sake of clarity that the solve ef repete will only apply to the extent the legal advice under (ii) above has been obtained.

If an Exercising Shareholder who is under an obligation to indemnify pursuant to this Clause 1.2.14 is also an Indemnified Party, then its indemnity obligation as Exercising Shareholder will be extinguished by way of confusione (pursuant to Article 1253 of the Civil Code) for an amount equal to the amount that it is entitled to receive as Indemnified Party.

1.2.15 The Parties acknowledge and agree that obligations under this Agreement are undertaken by each Party also by way of alea, pursuant to article 1469 of the Italian Civil Code.

1.2.16 The Parties acknowledge and agree that in case of a transfer or assignment from an Existing Lender to a New Lender pursuant to and in accordance with Clause 26.2 (Assignments and transfer by Lenders) of the New Banking Facility Agreement, the transferring Lender shall procure that the New Lender assumes all rights and obligations of the transferring Lender under this Agreement, by executing a letter of accession to this Agreement concurrently with the assignment or transfer pursuant to the New Banking Facility Agreement. The Parties grant the consent to such assumption of rights and obligation by the New Lender pursuant to article I406 of the Italian Civil Code, with release pursuant to Article 1408 of the Italian Civil Code of the transferring Lender with respect to the portion of obligations hereunder which is assigned or transferred.

1.2.17 All notices under this Agreement shall be sent by registered letter anticipated via fax and email at the following addresses:

To the Unicredit Corporate Banking S.p.A.

Filiale Multinational Nord

via Nizza 150

10122 Turin, Italy

Fax: 011 57138547 or 57138146

To the attention of: Mariagrazia Banini/Alessandro Pelle/ Pierpaolo Cattaneo

E-mail: mariagrazia.banin@unicreditgroup.eu, alessandro.pel1e@unicreditgroup.eu, anna.testa@unicreditgroup.eu, pierpaolo.cattaneo@unicreditgroup.eu.

To Assicurazioni Generali:

Assicurazioni Generali S.p.A.

Piazza Duca degli Abruzzi n. 2

34132 Trieste, Italy

Fax: +39 040 671260

To the attention of: Mr. Giovanni Perissinotto and Mr. Oliviero Pessi

E-mail: giovanni_perissinotto@generali.com and

oliviero_pessi@nenerali.com

To Intesa:

lntesa Sanpaolo S.p.A.

Piazza Scala n. 6

20121 Milano, Italy

Fax: +39 02 879 43540

To the attention of: Mr. Gaetano Miccichè and Mr. Amedeo Nodari

E-mail: gaetano.miccichè@intesasanpaolo.com and

amedeo.nodari@intesasanpaolo.com

To Mediobanca:

Mediobanca - - Banca di Credito Finanziario S.p.A.

Piazzetta Cuccia n. 1

20121 Milano, Italy

Fax: +39 02 8829 943

To the attention of: Mr. Clemente Rebecchini and Mr. Francesco Coatti

E-mail: mailto:clemente.rebecchini@mediobanca.it and

francesco.coatti@mediobanca.it

To Telefonica:

Telefonica S.A.

C/Ronda de la Comunicacion, s/n, Distrito C, Edificio Central, Planta 1a

28050 Madrid, Spain

Fax: +34 91 727 1405 and +34 91 727 1400

To the attention of: Group General Counsel (Ramiro Sànchez de Lerin) and Maria

Luz Medrano

E-mail: secretaria.general@telefonica.es and

mmedrano@telefonica.es

1.2.18 This Agreement shall be governed by, and interpreted in accordance with, the laws of the Republic of Italy. The disputes arising out of or in connection with this Amendment Agreement shall be submitted by the Parties to arbitration. The venue of the arbitration shall be Milan. The arbitration shall be conducted in the English language and in accordance with ICC Rules.

INTESA SANPAOLO S.p.A. (in its quality as Lender)

/s/ Authorized Signatory


MEDIOBANCA S.p.A. (in its quality as Lender)

/s/ Authorized Signatory


UNICREDIT CORPORATE BANKING S.P.A.

/s/ Authorized Signatory


SOCIÉTÉ GÉNÉRALE, Milan Branch

/s/ Authorized Signatory


TELEFÓNICA, S.A.

/s/ Authorized Signatory


ASSICURAZIONI GENERAL1 S.p.A. (for its own account and in the name and on behalf of the Generali Subsidiaries)

/s/ Authorized Signatory


INTESA SANPAOLO S.p.A. (in its quality as Shareholder)

/s/ Authorized Signatory


MEDIOBANCA S.p.A. (in its quality as Shareholder)

/s/ Authorized Signatory

EX-99.25 6 ss81961_ex9925.htm TELCO S.P.A. PRESS RELEASE, DATED JANUARY 11, 2010

Exhibit 25

TELCO S.p.A.

Registered office: Via Filodrammatici 3, Milan, Italy

Share capital: € 3,588,288,430.80 fully paid up

Registration no. in Milan Companies’ Register,

Tax identification code and VAT no.: 05277610969

PRESS RELEASE

Telco today executed a €1.3bn loan facility agreement with Intesa Sanpaolo, Mediobanca, Société Générale and Unicredito, which falls due on 31 May 2012 and is guaranteed by a pledge over part of the company’s Telecom Italia shares. Accordingly, in line with the commitments entered into by shareholders described in the press release issued on 22 December 2009, the amount of the bond issue to be subscribed to by all shareholders pro rata to their interests in Telco by 25 March 2010 will be €1.3bn.

Until the bond referred to above has been issued, Telco’s remaining financial requirements in connection with its debt falling due have been covered by a bridge loan granted by shareholders Telefonica, Intesa Sanpaolo and Mediobanca for approx. €0.9bn and by a bank bridge loan granted by Intesa Sanpaolo and Mediobanca for the remaining approx. €0.4bn.

Under the terms of the €1.3bn loan facility agreement, the lending banks have granted Telco’s shareholders a call option over the Telecom Italia shares that may become available to them as a result of a potential enforcement of the pledge. Exercise of this call option is governed by a separate amendment agreement to the existing agreement between shareholders.

Milan, 11 January 2010