CUSIP No. 87927W10
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Page 2 of 13 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)
22.3% (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 41:
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Deed of termination of the 2013 Pledged Shares Option Agreement, dated February 27, 2015, 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 Assicurazioni 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 Intesa Sanpaolo S.p.A. (in its capacity as lender), Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as lender), Société Générale and Banca IMI S.p.A. (as facility agent).
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Exhibit 42:
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Shareholders Agreement Amendment, dated February 27, 2015, between Telefónica S.A., Assicurazioni Generali S.p.A. (on its own account and on behalf of its subsidiaries Generali Vie S.A., Alleanza Assicurazioni S.p.A., Generali Italia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca – Banca di Credito Finanziario S.p.A.
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/s/ Stefano Vincenzi | ||
Signature
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Stefano Vincenzi
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Legal Counsel
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Name/Title
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/s/ Cristiana Vibaldi | ||
Signature
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Cristiana Vibaldi | ||
Middle Manager – Authorized Signatory | ||
Name/Title
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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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Chairman and Executive Committee member
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Renato Pagliaro
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Milan, Italy
February 20, 1957
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2017
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Statutory Auditor Istituto Europeo di Oncologia S.r.l.
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60,000
savings shares
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Vice Chairman and Executive Committee member
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Maurizia Angelo Comneno
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Rome, Italy
June 18, 1948
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2017
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=
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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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2017
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Chairman and CEO Pirelli & C. Chairman and CEO Pirelli Tyre Chairman Marco Tronchetti Provera & C.
Chairman Nuove Partecipazioni Chairman COINV
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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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2017
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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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2017
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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
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Mauro Bini
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Milan, Italy
October 20, 1957
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2017
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Chairman Management Board OIV
Member Professional Board IVSC
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None
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Director
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Marie Bolloré(1)
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Neuilly-sur-Seine France
May 8, 1988
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2017
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Director Bolloré Participations Director Financière V
Director Omnium Bolloré Director Bolloré
Director Financière de l’Odet Director Société Industrielle et Financière de l’Artois
Member Supervisory Board Sofibol
Member Supervisory Board Compagnie du Cambodge
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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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2017
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Director Luxottica Group
Director Pirelli & C.
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7,387
savings shares
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Director
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Tarak
Ben Ammar(1)
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Tunis, Tunisia
June 12, 1949
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2017
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Director Telecom Italia
Chairman and CEO Quinta Communications
Chairman Prima Tv
CEO Carthago Film
CEO Andromeda Tunisie S.A.
Director Edison Sas
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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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Gilberto Benetton
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Treviso, Italy
June 19, 1941
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2017
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Chairman Edizione
Chairman Autogrill
Director Sintonia
Director World Duty Free Director Atlantia
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None
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Director
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Maurizio Carfagna
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Milan, Italy
November 13, 1947
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2017
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Director C.I.A. SpA
Director Class Editori SpA
Director Banca Esperia SpA Director Duemme Sgr
Director Nomisma Spa
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None
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Director
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Maurizio Costa
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Pavia, Italy
October 29, 1948
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2017
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Chairman Federazione Italiana Editori Giornali
Director Amplifon SpA
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None
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Director and Executive Committee member
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Gian Luca Sichel
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Piacenza, Italy
June 19, 1968
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2017
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=
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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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2017
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Chairman Statutory Audit Committee Schematrentanove SpA
Chairman Osvaldo
Chairman Statutory Audit Committee Edizione Srl
Chairman Statutory Audit Committee Bracco SpA
Chairman Statutory Audit Committee Bracco Imaging
Chairman Statutory Audit Committee Falck
Chairman Statutory Audit Committee Bic Italia
Statutory Auditor Italmobiliare Statutory Auditor Padis Investimenti
Statutory Auditor Pasidis Investimenti
Statutory Auditor Sidis Investimenti
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None
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Director
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Vanessa Labérenne(1)
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Paris, France
January 8, 1978
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2017
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=
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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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2017
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Member Supervisory Board Bank Pekao
Member Supervisory Board Unicredit Bank Austria
Member Supervisory Board Zao Unicredit Bank
Director Unicredit Business Integrated Solutions S.C.P.A.
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19,860
ordinary shares
6,601
savings shares
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Director
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Alberto Pecci
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Pistoia, Italy
September 18, 1943
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2017
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Chairman E. Pecci & C.
Chairman Pecci Filati
Chairman and CEO Pontoglio
Director El.En.
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24,000
ordinary shares
9,440
savings shares(2)
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Director and Executive Committee member
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Alexandra Young(3)
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Barnstaple,
United Kingdom
February 14, 1968
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2017
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Director Previgen Fondo Pensione and Previgen Assistenza
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None
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Exhibit No.
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Description
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Exhibit 41:
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Deed of termination of the 2013 Pledged Shares Option Agreement, dated February 27, 2015, 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 Assicurazioni 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 Intesa Sanpaolo S.p.A. (in its capacity as lender), Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as lender), Société Générale and Banca IMI S.p.A. (as facility agent).
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Exhibit 42:
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Shareholders Agreement Amendment, dated February 27, 2015, between Telefónica S.A., Assicurazioni Generali S.p.A. (on its own account and on behalf of its subsidiaries Generali Vie S.A., Alleanza Assicurazioni S.p.A., Generali Italia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca – Banca di Credito Finanziario S.p.A.
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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 4th 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 4th October 2013 with Telco S.p.A. (“Mediobanca”);
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(3)
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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”, and together with Intesa Sanpaolo and Mediobanca hereinafter collectively referred to as the “Lenders”);
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(4)
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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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(5)
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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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(6)
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ASSICURAZIONI GENERALI S.p.A. (hereinafter “Generali”), an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy for its own account and in the name and on behalf of the following Generali’s subsidiaries:
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(i)
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ALLEANZA ASSICURAZIONI S.p.A., an Italian company with registered office at Piazza Fidia n. 1, Milano, Italy;
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(ii)
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GENERALI ITALIA S.p.A., an Italian company with registered office at via Marocchesa n. 14, Mogliano Veneto (TV), Italy;
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(iii)
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GENERALI LEBENSVERSICHERUNG AG, a German company with registered office at Adenauerring 7, 81737 München,Germany;
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(iv)
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GENERALI VIE S.A., a French company with registered office at Paris, Boulevard Hausmann 11, France (hereinafter the entities (i) to (iv) the “Generali Subsidiaries” and together with Generali collectively “AG”);
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(7)
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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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(8)
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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 27 November 2013 the Parties have entered into an option agreement (the “Option Agreement”) to which SG subsequently acceded on 31 March 2014 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 originally entered into on 27 November 2013 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 Deed 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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Best regards,
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/s/ Authorized Signatory | |
Intesa Sanpaolo S.p.A (in its capacity as Lender)
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/s/ Authorized Signatory | |
Mediobanca - Banca di Credito Finanziario S.p.A (in its capacity as Lender)
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/s/ Authorized Signatory | |
Société Générale, Milan Branch
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/s/ Authorized Signatory | |
Banca IMI S.p.A.
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·
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TELEFÓNICA S.A., a Spanish company with registered office at 28013, Madrid, Gran Via no. 28, Spain, tax code A-28/015865, enrolled with the Registro Mercantil of Madrid, tomo 152 de Sociedades, folio 122, hoja número 5.083, inscripción 1ª (“TE”);
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·
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ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Trieste, Piazza Duca degli Abruzzi no. 2, Italy, tax code 00079760328, enrolled with the Register of Italian Insurance and Reinsurance Companies under No. 1.00003 and parent company of the Generali Insurance Group enrolled with the IVASS Register of Groups with the number 026 (“Generali”), on its own behalf and in the name and on behalf of its subsidiaries ALLEANZA ASSICURAZIONI S.p.A., GENERALI ITALIA S.p.A., GENERALI LEBENVERSICHERUNG A.G. and GENERALI VIE S.A. (“Generali Subsidiaries” and, together with Generali, collectively referred to as “AG”);
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·
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INTESA SANPAOLO S.p.A., an Italian company with registered office at Torino, Piazza San Carlo no. 156, Italy, tax code 00799960158, enrolled with the Register of Italian Banks under No. 5361 and parent company of the INTESA SANPAOLO Banking Group, enrolled with the Register of Italian Banking Groups; ABI Code No. 3069.2 (“IS”); and
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·
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MEDIOBANCA S.p.A., an Italian company with registered office at Milan, Piazzetta Cuccia no. 1, Italy, tax code 00714490158, enrolled with the Register of Italian Banks and parent company of the MEDIOBANCA Banking Group, enrolled with the Register of Italian Banking Groups under No. 10631; ABI Code No. 10631.0 (“MB”);
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A.
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The Parties jointly own the whole share capital of Telco S.p.A., with registered office at Milan, via Filodrammatici no. 3, Italy, subscribed and paid-in share capital of Euro 295,858,332.00, tax code and registration number with the Companies’ Register of Milan: 05277610969, registration number at R.E.A. of Milan 1809302 (“Telco”) that, at the date hereof, owns 3,003,586,907 ordinary shares of Telecom Italia S.p.A., with registered office at Milan, Piazza degli Affari no. 2, Italy, fiscal code no. 00488410010 (“TI”), equal to approximately 22.3% of the ordinary share capital of TI, according to the proportion represented in the following schedule:
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Shareholders
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no. class A
shares
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no° class B
shares
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no. class C
shares
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no° total
shares
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% voting
share capital |
% overall
share capital |
Telefonica S.A.
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1,234,128,374
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1,557,781,083
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2,791,909,457
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46.2%
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66.0%
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Generali Group (composed by Assicurazioni Generali S.p.A., Alleanza Assicurazioni S.p.A., Generali Italia S.p.A., Generali Lebensvericherung A.G. and Generali Vie S. A.)
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817,214,961
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817,214,961
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30.6%
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19.3%
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Intesa Sanpaolo S.p.A.
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310,520,713
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310,520,713
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11.6%
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7.3%
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Mediobanca S.p.A.
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310,520,713
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310,520,713
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11.6%
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7.3%
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Total
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1,438,256,387
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1,234,128,374
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1,557,781,083
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4,230,165,844
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100%
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100%
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B.
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Pursuant to art. 11 of the shareholders’ agreement entered into on April 28, 2007, as subsequently renewed, updated and amended (the “Shareholders Agreement”), Generali (also in the name and on behalf of the Generali Subsidiaries), IS and MB delivered a de-merger notice on 16 June 2014, i.e. within the First De-merger Window, requiring the other parties to cause the Final De-merger.
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C.
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Following the de-merger notices under whereas B, the Final De-merger was approved by the Board of Directors of Telco on June 26, 2014 and by the extraordinary shareholders’ meeting of Telco on July 9, 2014.
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D.
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Pursuant to art. 11 of the Shareholders Agreement and in light of the de-merger notices under whereas B, the Shareholders Agreement expires on February 28, 2015, or, if earlier, on the date of effectiveness of the Final De-merger of Telco approved by the Board of Directors of Telco on June 26, 2014 and by the extraordinary shareholders’ meeting of Telco on July 9, 2014.
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E.
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At the date hereof, the completion of the Final De-merger is still subject to the obtainment of the authorizations mentioned in the Final De-merger plan, which have to be achieved prior to the completion of the Final De-merger.
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F.
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In order to align the duration of the Shareholders Agreement to the date of effectiveness of the Final De-merger, the Parties now wish to renew and amend the Shareholders Agreement to extend its duration until the earliest of (i) June 30th, 2015 and (ii) the date of effectiveness of the Final De-merger.
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G.
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At the date hereof, the Parties, Telco and its lenders have entered into certain agreements (i) to reimburse the outstanding indebtedness of Telco through shareholders’ loans and, therefore, (ii) to release the existing pledge over the TI’s shares and (iii) to terminate the option agreement concerning the pledged shares (the “Financing Transactions”).
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H.
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Unless differently provided herein, the terms and expressions used with initials in capital letter in this Agreement shall have the same meaning attributed to them in the Shareholders Agreement as subsequently renewed, updated and amended.
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February 27, 2015 | |||
ASSICURAZIONI GENERALI S.p.A. | MEDIOBANCA S.p.A. | ||
(also in name and on behalf of
the Generali Subsidiaries) |
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Name: | Name: | ||
Title: | Title: | ||
/s/ Authorized Signatory | /s/ Authorized Signatory | ||
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INTESA SANPAOLO S.p.A. | TELEFÓNICA S.A | ||
Name: | Name: | ||
Title: | Title: | ||
/s/ Authorized Signatory | /s/ Authorized Signatory | ||
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