CUSIP No. 87927W10
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Page 2 of 14 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mediobanca S.p.A. - Banca di Credito Finanziario S.p.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
100
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8
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SHARED VOTING POWER
3,003,586,907 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
100
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10
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SHARED DISPOSITIVE POWER
3,003,586,907 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,003,587,007 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4% (See Item 5)
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO, BK
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Exhibit 39:
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Deed of termination of the 2012 Pledged Shares Option Agreement dated November 27, 2013 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., Generali Italia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. (in its capacity as shareholder) and Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as shareholder) and UniCredit S.p.A., Société Générale, Milan Branch, HSBC Bank plc, Intesa Sanpaolo S.p.A. (in its capacity as lender) and Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as lender)
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Exhibit 40:
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2013 Pledged Shares Option Agreement dated November 27, 2013 between Telefónica S.A., Assicurazioni Generali S.p.A. (on its own account and in the name of and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., Generali Italia S.p.A. and Generali Lebensversicherung AG ), Intesa Sanpaolo S.p.A. (as shareholder), Mediobanca – Banca di Credito Finanziario S.p.A. (as shareholder) and Intesa Sanpaolo S.p.A. (as lender), Mediobanca – Banca di Credito Finanziario S.p.A. (as lender) and Banca IMI S.p.A. (as facility agent)
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/s/ Stefano Vincenzi | ||||
Signature | ||||
Stefano Vincenzi | ||||
Legal Counsel | ||||
Name/Title | ||||
/s/ Cristiana Vibaldi | ||||
Signature | ||||
Cristiana Vibaldi | ||||
Middle Manager – Authorized Signatory | ||||
Name/Title | ||||
Office
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Name
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Place and date of birth
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Term expires
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Principal activities performed by the person outside Mediobanca
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Telecom Italia
Shares beneficially
owned
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Chairman and Executive Committee member
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Renato Pagliaro
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Milan, Italy
February 20, 1957
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2014
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Director Telecom Italia
Director Pirelli & C.
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60,000
savings shares
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Vice Chairman
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Dieter Rampl (1)
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Munich, Germany September 5, 1947
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2014
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Chairman of the Supervisory Board Koenig & Bauer
Member of the Supervisory Board FC Bayern München
Director KKR Management LLC
Chairman of the Managing Board Hypo¬Kulturstiftung
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None
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Vice Chairman
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Marco Tronchetti Provera
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Milan, Italy
January 18, 1948
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2014
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Chairman and Chief Executive Officer Pirelli & C. S.p.A.
Chairman of Camfin S.p.A.
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None
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Chief Executive Officer and Executive Committee member
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Alberto Nagel
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Milan, Italy
June 7, 1965
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2014
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=
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None
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General Manager and Executive Committee member
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Francesco Saverio Vinci
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Milan, Italy
November 10, 1962
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2014
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Director Banca Esperia
Director Perseo
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12,892 ordinary shares
27,000 savings shares
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Director and Executive Committee member
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Maurizio Cereda
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Milan, Italy
January 7, 1964
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2014
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Director Ansaldo STS
Director Enervit
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None
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Director and Executive Committee member
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Massimo Di Carlo
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Rovereto, Italy
June 25, 1963
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2014
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=
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None
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Director
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Elisabetta Magistretti
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Busto Arsizio, Italy
July 21, 1947
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2014
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Director Luxottica Group
Director Pirelli & C.
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None
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Director
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Tarak
Ben Ammar (2)
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Tunis, Tunisia
June 12, 1949
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2014
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Director Telecom Italia
Chief Executive Officer (CEO) Quinta Communications
Chairman and Chief Executive Officer (CEO) Prima Tv
Chief Executive Officer (CEO) Carthago Film
Chief Executive Officer (CEO) Andromeda Tunisie S.A.
Chairman Promotions et Partecipations International S.A.
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None
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Director
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Gilberto Benetton
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Treviso, Italy
June 19, 1941
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2014
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Chairman Edizione
Chairman Autogrill
Director Sintonia
Director Pirelli & C.
Director Atlantia
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None
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Office
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Name
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Place and date of birth
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Term expires
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Principal activities performed by the person outside Mediobanca
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Telecom Italia
Shares beneficially
owned
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Director
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Pier Silvio Berlusconi
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Milan, Italy
April 28, 1969
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2014
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Chairman and Chief Executive Officer (CEO) Reti Televisive Italiane
Vice Chairman Mediaset
Director Arnoldo Mondadori Editore
Director Mediaset Espana Communicacion
Director Medusa Film
Director Publitalia ‘80
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None
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Director
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Anne-Marie Idrac(2)
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Saint Brieuc, France July 27, 1951
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2014
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Director Total
Director Bouygues
Director Compagnie de Saint Gobain
Member of the “Conseil de Surveillance” of Vallourec
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None
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Director
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Roberto Bertazzoni
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Guastalla, Italy December 10, 1942
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2014
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Chairman Smeg
Chairman and Chief Executive Officer (CEO) Erfin - Eridano Finanziaria
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None
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Director and Executive Committee member
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Angelo Casò
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Milan, Italy
August 11, 1940
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2014
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Chairman Statutory Audit Committee
Benetton Group
Chairman Osvaldo
Chairman Statutory Audit Committee Edizione
Chairman Statutory Audit Committee Bracco
Chairman Statutory Audit Committee Bracco Imaging
Chairman Statutory Audit Committee Alchera
Chairman Statutory Audit Committee Bic Italia
Standing Auditor Italmobiliare Standing Auditor Padis Investimenti Standing Auditor Pasidis Investimenti
Standing Auditor Sidis Investimenti
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None
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Director
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Vanessa Labérenne(2)
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Paris, France,
January 8, 1978
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2014
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=
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None
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Director
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Carlo Pesenti
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Milan, Italy
March 30, 1963
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2014
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General Manager and Director Italmobiliare
Director Italcementi
Deputy Vice Chairman Ciments Français Director RCS MediaGroup
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None
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Director and Executive Committee member
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Eric Strutz(1)
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Mainz, Germany December 13, 1964
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2014
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Member of Board of Partners Group Holding
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None
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Director
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Christian Collin(2)
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Neuilly Sur-Sein, France
May 11, 1954
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2014
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General Manager Groupama
Director Société Tunisienne d’Assurances et de Réassurances
Director La Banque Postale Assurances Iard
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None
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Director
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Alessandro Decio
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Milan, Italy,
January 10, 1966
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2014
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Member of Supervisory Board of Bank Pekao
Member of Supervisory Board of Unicredit Bank Austria
Member of Supervisory Board of Zao Unicredit Bank
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24,860 ordinary shares
6,601 savings shares
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Office
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Name
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Place and date of birth
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Term expires
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Principal activities performed by the person outside Mediobanca
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Telecom Italia
Shares beneficially
owned
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Director
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Bruno Ermolli
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Varese, Italy,
March 6, 1939
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2014
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Chairman Promos
Chairman Sinergetica
Director Arnoldo Mondadori Editore
Director Mediaset
Director Pasticceria Bindi
Director S.I.P.A.
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None
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Director
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Guido Guazzaloca
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Bazzano, Italy,
February 6, 1944
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2014
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Director Fondo di Previdenza “Mario Negri”
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None
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Director
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Alberto Pecci
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Pistoia, Italy
September 18, 1943
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2014
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Chairman E. Pecci & C.
Chairman Pecci Filati
Chairman and Chief Executive Officer (CEO) Pontoglio
Director El.En.
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24,000
ordinary shares
9,440
savings shares
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Exhibit No.
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Description
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Exhibit 39:
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Deed of termination of the 2012 Pledged Shares Option Agreement dated November 27, 2013 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., Generali Italia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. (in its capacity as shareholder) and Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as shareholder) and UniCredit S.p.A., Société Générale, Milan Branch, HSBC Bank plc, Intesa Sanpaolo S.p.A. (in its capacity as lender) and Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as lender)
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Exhibit 40:
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2013 Pledged Shares Option Agreement dated November 27, 2013 between Telefónica S.A., Assicurazioni Generali S.p.A. (on its own account and in the name of and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., Generali Italia S.p.A. and Generali Lebensversicherung AG ), Intesa Sanpaolo, S.p.A. (as shareholder), Mediobanca – Banca di Credito Finanziario S.p.A. (as shareholder) and Intesa Sanpaolo S.p.A. (as lender), Mediobanca – Banca di Credito Finanziario S.p.A. (as lender) and Banca IMI S.p.A. (as facility agent)
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(1)
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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 capacity as lender under the facility agreement entered into on 28th May 2012 with Telco S.p.A. (“Intesa Sanpaolo”),
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(2)
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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 capacity as lender under the facility agreement entered into 28th May 2012with Telco S.p.A. (“Mediobanca”);
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(3)
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UNICREDIT S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is in Rome at Via degli Specchi n. 16 and administrative office in Milan at Piazza Cordusio, share capital equal to euro 19,647,671,824.53, registered with the Companies’ Registry of Rome, Tax Code and VAT Number no. 00348170101 - Cod. ABI 02008.1, enrolled with the register of banks and member of the Fondo Interbancario di Tutela dei Depositi (“UniCredit”);
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(4)
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SOCIÉTÉ GÉNÉRALE, a bank 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”);
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(5)
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HSBC Bank plc a company incorporated under the laws of the United Kingdom, with registered office in 8 Canada Square, Canary Wharf, London, E14 5HQ, London, United Kingdom (“HSBC”);
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(6)
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TELEFÓNICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (“TE”);
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(7)
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ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy;
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(8)
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ALLEANZA TORO S.p.A., an Italian company with registered office at Torino, via Mazzini n. 53;
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(9)
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INA ASSITALIA S.p.A., an Italian company with registered office at Roma, Via Leonida Bissolati, n. 23;
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(10)
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GENERALI LEBENSVERSICHERUNG AG, a German company with registered office at Adenauerring 11, 81737 München, registered at the district court of München under number HRB 177657;
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(11)
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GENERALI VIE S.A., a French company with registered office at Paris, Bld Hausmann 11;
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(12)
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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”);
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(13)
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INTESA SANPAOLO S.p.A, an Italian company with registered office at Piazza San Carlo n. 156, Torino, Italy, in its capacity as shareholder of Telco S.p.A. (“IS”);
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(14)
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MEDIOBANCA S.p.A., an Italian company with registered office at Piazzetta Cuccia n. 1, Milano, Italy, in its capacity as shareholder of Telco S.p.A (“MB”);
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(A)
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On 31 May 2012 the Parties have entered into an option agreement (the “Option Agreement”) providing, inter alia, for the right of the Shareholders to call and acquire from the Lenders, at the terms and conditions referred to therein, any Telecom Italia S.p.A. ordinary shares that would have been appropriated by the Lenders in case of enforcement of the pledge (the “Share Pledge”) created under and pursuant to the share pledge agreement entered into on 31 May 2012 between Telco S.p.A., as pledgor, and the Lenders, as secured creditors (the “Share Pledge Agreement”).
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(B)
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On the date hereof, Telco and the Lenders have entered into a deed of release pursuant to which the Share Pledge has been released and the Share Pledge Agreement terminated.
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(C)
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By virtue of the above, the Parties hereby intend to terminate the Option Agreement and release each other from all their respective obligations thereunder.
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1.
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The Parties hereby agree and acknowledge that:
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(a)
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the Option Agreement is terminated and no longer in force between themselves as of the date of execution of this Deed;
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(b)
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as a result of the termination of the Option Agreement each Party is irrevocably and unconditionally discharged and released from any of its obligations thereunder.
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2.
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The Parties agree that this Agreement may be disclosed and made public in accordance to applicable laws.
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3.
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This Deed constitutes the entire agreement among the Parties and supersede in full any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject matter hereof.
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4.
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This Deed 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 Deed shall be submitted by the Parties to the Courts of Milan.
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(1)
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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 capacity as lender under the facility agreement entered into on 4 October 2013 with Telco S.p.A. (“Intesa Sanpaolo”),
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(2)
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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 capacity as lender under the facility agreement entered into 4 October 2013 with Telco S.p.A. (“Mediobanca” and together with Intesa Sanpaolohereinafter collectively referred to as the “Lenders”);
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(3)
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BANCA IMI S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is at Largo Mattioli No. 3, Milan, Italy, registered with the Companies’ Registry of Milan under No. 04377700150 (“IMI” or the “Facility Agent”);
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(4)
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TELEFÓNICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (“TE”);
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(5)
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ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy;
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(6)
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ALLEANZA TORO S.p.A., an Italian company with registered office at Torino, via Mazzini n. 53;
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(7)
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GENERALI ITALIA S.p.A., an Italian company with registered office at via Marocchesa n. 14, Mogliano Veneto (TV);
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(8)
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GENERALI LEBENSVERSICHERUNG AG, a German company with registered office at Adenauerring 11, 81737 München, registered at the district court of München under number HRB 177657;
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(9)
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GENERALI VIE S.A., a French company with registered office at Paris, Bld Hausmann 11;
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(10)
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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., GENERALI ITALIA S.p.A., GENERALI LEBENSVERSICHERUNG A.G., (hereinafter the “Generali Subsidiaries” and together with Generali collectively “AG”);
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(11)
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INTESA SANPAOLO S.p.A, an Italian company with registered office at Piazza San Carlo n. 156, Torino, Italy, in its capacity as shareholder of Telco S.p.A. (“IS”);
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(12)
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MEDIOBANCA S.p.A., an Italian company with registered office at Piazzetta Cuccia n. 1, Milano, Italy, in its capacity as shareholder of Telco S.p.A (“MB”);
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(a)
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a written notice (the “Provisional Exercise Notice”), by no later than 2 (two) Business Days after receipt of the Calculation Notice, stating its non binding offer to purchase from the Lenders all or part of the Appropriation Shares at a price per share equal to the Purchase Price, such Provisional Exercise Notice being delivered for information purpose only and to be confirmed by virtue of the definitive Exercise Notice (as defined in Clause 1.2.3 below).
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(b)
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a written notice (the “Exercise Notice”), by no later than 5 (five) Business Days (the “Exercise Deadline”) after receipt of the Calculation Notice, stating (i) its unconditional and irrevocable offer 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”).
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(a)
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verify that the Exercise Notices comply with Clauses 1.2.2 and 1.2.3 above,
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(b)
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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.
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