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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act
of 1934
(Amendment No. 2)
(Name of Issuer)
Ordinary
Shares of euro 0.55 par value each
(Title of Class of
Securities)
(CUSIP Number)
Amedeo
Nodari
Merchant
Banking Department
Intesa Sanpaolo S.p.A.
(formerly
known as Banca Intesa S.p.A.)
Piazza
Scala, 6
20121
Milan, Italy
(+39)
02 8794 1852
With
a copy to:
Michael S. Immordino, Esq.
Latham & Watkins
99
Bishopsgate
London
EC2M 3XF
England
(+44)
207-710-1076
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
October 28,
2009 and November 26, 2009
(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 of § §240.1 3d- l(e),
240.13d-l(f) or 240.13d- l(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.
(Continued on following
pages)
CUSIP No.
87927W10
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.)
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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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)
WC, BK
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
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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 by
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
37,347,694
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8.
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Shared Voting Power
3,278,702,623 (See Item 5)
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9.
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Sole Dispositive Power
11,779,695
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10.
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Shared Dispositive Power
3,278,702,623 (See Item 5)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,316,050,317 (See Item 5)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class
Represented by Amount in Row (11)
25.16% (See Item 5)
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14.
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Type of Reporting Person
(See Instructions)
CO, BK
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2
This Amendment No. 2 (this
Amendment
) amends the Statement on Schedule 13D (the
Schedule 13D
) filed on November 1, 2007 and as subsequently
amended by Intesa Sanpaolo S.p.A., a company incorporated under the laws of the
Republic of Italy (
Intesa Sanpaolo
),
with respect to the ordinary shares, euro 0.55 par value per share (
Telecom Shares
), of Telecom Italia S.p.A., a company incorporated
under the laws of the Republic of Italy (
Telecom Italia
). Capitalized terms used in this Amendment
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 Intesa Sanpaolo, Assicurazioni
Generali S.p.A. (
AG
and,
together with the AG 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
Lebenversicherung AG, 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
),
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 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. 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 6.
In addition to Telcos participation in Telecom
Italias 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 Shares they held on that date. These shares amounted to 5.6% of Telecom
Italias ordinary share capital, with the individual contributions of Generali
and Mediobanca amounting to 4.06% and 1.54%, respectively, of Telecom Italias
ordinary share capital, and brought Telcos direct and indirect participation
in Telecom Italias 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 1
and 2, 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 Telcos shares and any Olimpia
Shares or Telecom 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 Italias by-laws. A copy of the Shareholders Agreement was
previously filed on Schedule 13D as Exhibit 3.
Pursuant to the October 25
th
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 Shareholders Agreement and to Bylaws
(the
November 19
th
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 on
Schedule 13D as Exhibit 12 and
3
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 13.
Separately, on November 6, 2007, pursuant to the Shareholders Agreement, Telco and Telefónica
entered into a Call Option Agreement (the
Option
Agreement
) to grant to Telefónica an option to purchase Telecom
Shares or Olimpia Shares, as the case may be, from Telco in the event that a
decision to dispose or encumber Telecom 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 11. 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 14.
Olimpia was subsequently
merged into Telco, resulting in Olimpias shareholding in Telecom Shares being
held directly by Telco.
In March 2008, Telco acquired 121,530,000
Telecom Shares, representing 0.91% of Telecom Italias share capital. As a result, Telcos holding in Telecom
Italia increased from 23.6% to 24.5% equal to 3,278,702,623 Telecom 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 Shares held by Telco representing approximately 2.06% of
Telecom Italias 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 SIs 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 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 for (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) 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 is filed as Exhibit 15 hereto and a copy of
the joint press release, dated October 28, 2009, issued by the Non-Exiting
Shareholders announcing the events described above is filed as Exhibit 17
hereto.
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 a
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 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 is filed as Exhibit 16 hereto.
The terms of SIs 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
): (i) SI will acquire the SI
Telecom Shares from Telco for a cash payment of approximately euro 605 million
(equal to a price of euro 2.2 for each SI Telecom Share), and (ii) Telco
will voluntarily reduce its share capital by approximately euro 301 million by
acquiring and cancelling SIs Telco shares (approximately 162.8 million class A
shares, equal to 8.39% of
4
Telcos share capital) for
cash consideration equal to the pro rata net asset value of SIs interest in
Telco, currently estimated at approximately euro 295 million. The amount Telco will pay to SI is subject to
adjustment based on Telcos net asset value before the closing, expected to
occur before the end of 2009. The net
result of the transaction will be that SI acquires the SI Telecom Shares for
net cash consideration of approximately euro 310 million (equal to SIs payment
to Telco of approximately euro 605 million minus the payment of approximately
euro 295 million subject to adjustment based on Telcos net asset value
before the closing that SI will receive from Telco). The Telco press release describing the SI
Exit Transaction, dated November 26, 2009, is filed as Exhibit 18
hereto.
Items 2, 3, 4, 5, 6 and 7 of Schedule 13D are hereby
amended and supplemented to add the following:
Item 2.
Identity
and Background
This statement on Schedule 13D is being filed by
Intesa Sanpaolo.
During the last five years, neither Intesa Sanpaolo
nor, to the best of Intesa Sanpaolos knowledge, any of the persons listed in
Annex A to Schedule 13D, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3.
Source
and Amount of Funds or Other Consideration
Telcos March 2008 acquisition of 121,530,000 Telecom Shares
(representing 0.91% of Telecom Italias share capital) was made in cash for a
total consideration of approximately euro 149,846,490 and was funded through an
existing loan facility granted by Intesa Sanpaolo and Mediobanca to Telco.
Item 4.
Purpose
of Transaction
For the Non-Exiting
Shareholders, the principal objective of their investment in Telecom Shares
remains the creation of value over time for all shareholders, by accompanying
Telecom Italias 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 Shares.
Item 5.
Interest
in Securities of the Issuer
Following Telcos acquisition, in March 2008,
of 121,530,000 Telecom Shares (representing 0.91% of Telecom Italias share
capital), Intesa Sanpaolo, through its interest in Telco, may be deemed to
beneficially own 3,278,702,623 Telecom Shares, representing approximately 24.5%
of the outstanding Telecom Shares.
Intesa Sanpaolo 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 Shares. Following the SI Exit
Transaction, expected to close by the end of 2009, Telcos holdings in Telecom
Italia will be reduced by 275,115,716 Telecom Shares.
In addition,
Intesa Sanpaolo may be deemed to have sole power to
vote or direct the vote of
37,347,694
Telecom Shares and sole power to dispose or direct
the disposition of 11,779,695
Telecom Shares t
hrough its direct holdings and the holdings
of various subsidiaries, representing
approximately 0.3% and 0.1%
of the outstanding Telecom Shares, respectively
. These
shares are not currently expected to be contributed to Telco. The beneficial ownership of
Telecom Shares
by the persons listed in Annex A to Schedule
13D, to the extent currently available, is indicated next to such persons name
in such Annex A. To the best of Intesa
Sanpaolos knowledge, such persons have sole voting and dispositive power over
the
Telecom Shares that
they beneficially
5
own. Except
as described in Annex B, Intesa Sanpaolo has not effected any transaction in
the Telecom Shares during the past 60 days. Intesa Sanpaolo does not currently
have information on any transaction in Telecom Shares during the past 60 days
by the persons listed in Annex A.
Item 6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
RENEWAL AGREEMENT
The following summary of certain material provisions
of the Renewal 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 15 hereto.
SI Exit
The Renewal Agreement provides that the Non-Exiting
Shareholders will (i) not request the non proportional de-merger of Telco
pursuant to Article 11(b) of the Shareholders Agreement currently in
force; (ii) consider and evaluate together with SI alternative ways to
permit SI to exit Telco (the
Alternative Exit
);
provided, however, that such Alternative Exit will be pursued only if and to
the extent that it is agreed by the Non-Exiting Shareholders and SI at their
own discretion prior to the completion of the de-merger; and (iii) acknowledge
that SI will no longer be bound by the Shareholders Agreement upon the earlier
of (x) the completion of the de-merger or the completion of the
Alternative Exit, and (y) the expiry date of the Shareholder Agreement
currently in force, falling on April 28, 2010.
The description of the SI Exit Transaction in the
Introduction to this Amendment is incorporated herein by reference.
New Shareholders Agreement
In the Renewal Agreement, the Non-Exiting
Shareholders acknowledged and agreed (i) that the Shareholders Agreement
will remain in full force and effect among the parties until its expiry date,
falling on April 28, 2010, and (ii) to renew the Shareholders
Agreement, subject to the amendments described below, substantially on the same
terms and conditions, in the form of the New Shareholders Agreement that will
have a term of three years, expiring on April 27, 2013.
The Renewal Agreement further provides, among other
things, that: (i) the right of each
Not-Exiting Shareholder under Article 11(b) of the New Shareholders
Agreement to request the non-proportional de-merger of Telco no later than six
months prior to the expiry date of the New Shareholders Agreement, will only be
exercisable in the period between October 1 and October 28, 2012 (the
Final Notice Period
); provided,
however, that if the request for de-merger by one or more such Non-Exiting
Shareholders is made during the last five days of the Final Notice Period, then
the Final Notice Period shall be extended to November 5, 2012; (ii) each
of the Non-Exiting Shareholders shall also have the right to withdraw from the
New Shareholders Agreement (the
Right to Withdraw
)
and to require the other parties to cause the non- proportional de-merger of
Telco pursuant to Article 11(b) of the New Shareholders Agreement by
sending the relevant notice in the period between April 1 and April 28,
2011 (the
Early Withdrawal Notice Period
);
provided, however, that if the request for de-merger by one or more such
Non-Exiting Shareholder is made during the last five days of the Early
Withdrawal Notice Period, then the Early Withdrawal Notice Period shall be
extended to May 5, 2011. Such
withdrawal will be effective for such Non-Exiting Shareholder as of the date of
completion of the de-merger, provided that the New Shareholders Agreement will
continue in full force and effect (a) with respect to such Non-Exiting
Shareholder, until the earlier of the date of completion of the de-merger and
the expiry date of the New Shareholders Agreement, and (b) with respect to
the other Non-Exiting Shareholders, the expiry date of the New Shareholders
Agreement, falling on April 27, 2013.
The description of the Renewal Agreement in the
Introduction to this Amendment is incorporated herein by reference.
6
AMENDMENT TO OPTION AGREEMENT
The following summary of certain material provisions
of the Amendment to 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 16 hereto.
Pursuant to the Amendment to Option Agreement, Telco
and Telefónica have agreed to reflect the new term of the New Shareholders
Agreement and extend the term of the Option Agreement through the expiration
date of the New Shareholders Agreement, occurring on April 27, 2013.
Telco and Telefónica have also agreed that the call
option of Telefónica shall not apply to the Telecom Shares that the board of
directors of Telco will have resolved to transfer to SI or to any Non-Exiting
Shareholder having exercised the Right to Withdraw following (i) any
Alternative Exit that will have been agreed by all Non-Exiting Shareholders as
an alternative way to permit SI to exit from Telco pursuant to Article 1
of the Renewal Agreement, or (ii) an alternative way that will have been
agreed by all Non-Exiting Shareholders to permit a party that has exercised the
Right to Withdraw to exit from Telco.
The description of the Amendment to Call Option
Agreement in the Introduction to this Amendment is incorporated herein by
reference.
Item 7.
Materials
to Be Filed as Exhibits
Exhibit 15:
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Renewal
Agreement, dated October 28, 2009, 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.
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Exhibit 16:
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Amendment
Deed to the Call Option, dated October 28, 2009, by and between Telefónica
S.A. and Telco S.p.A.
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Exhibit 17:
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Joint
press release, dated October 28, 2009, issued by Telefónica S.A.,
Assicurazioni Generali S.p.A, Intesa Sanpaolo S.p.A. and Mediobanca S.p.A.
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Exhibit 18:
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Telco S.p.A. press
release, dated November 26, 2009.
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7
SIGNATURE
After reasonable inquiry and to the best knowledge
and belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: December 1,
2009
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INTESA SANPAOLO S.p.A.
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By:
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/s/
Marco Cerrina Feroni
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Name:
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Marco
Cerrina Feroni
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Title:
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Head
of Merchant Banking Department
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8
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF INTESA SANPAOLO
The name, title,
present principal occupation or employment of each of the directors and
executive officers of Intesa Sanpaolo are set forth below. The business address of each director and executive
officer is Intesa Sanpaolos address.
Unless otherwise indicated, each occupation set forth opposite an
individuals name refers to Intesa Sanpaolo.
All of the persons listed below are citizens of the Republic of Italy,
except Antoine Bernheim who is a French citizen.
Name
and surname
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Position with Intesa
Sanpaolo
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Present Principal
Occupation
(if different from Position
with Intesa Sanpaolo)
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Telecom Shares
Beneficially Owned
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Enrico
SALZA
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Chairman of Management Board
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*
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Orazio ROSSI
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Deputy Chairman of Management Board
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Commercial and industrial entrepreneur and
Chairman, Cassa di
Risparmio del Veneto
S.p.A.
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*
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Corrado PASSERA
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Member of Management Board, Managing Director
and CEO
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*
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Elio
Cosimo CATANIA
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Member of Management Board
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Chairman and
Managing Director, Azienda Trasporti Milanesi S.p.A.
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*
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Aureliano
BENEDETTI
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Member
of Management Board
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Chairman, Banca CR Firenze S.p.A.
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*
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Giuseppe
FONTANA
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Member of Management Board
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Businessman, head of the Fontana Group holding
company
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*
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Gian
Luigi GARRINO
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Member of Management Board
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Chairman, Fondaco
SGR S.p.A.
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*
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Virgilio
MARRONE
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Member of Management Board
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Director, FIAT S.p.A.
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*
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Emilio
OTTOLENGHI
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Member of Management Board
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Businessman and
Chairman, Banca IMI S.p.A., La Petrolifera Italo
Rumena S.p.A.
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*
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Giovanni
PERISSINOTTO
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Member of Management Board
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Managing Director, Assicurazioni Generali S.p.A.
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*
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Marcello
SALA
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Member of Management Board
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Director, Banca IMI
S.p.A., Banca ITB S.p.A.
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*
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Giovanni Bazoli
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Chairman of Supervisory Board
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*
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Antoine Bernheim
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Deputy Chairman of Supervisory Board
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Manager - Chairman Assicurazioni Generali Group
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*
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Rodolfo Zich
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Deputy Chairman of Supervisory Board
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Professor
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*
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9
Name
and surname
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Position with Intesa
Sanpaolo
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Present Principal
Occupation
(if different from Position
with Intesa Sanpaolo)
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Telecom Shares
Beneficially Owned
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Carlo Barel di SantAlbano
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Member of Supervisory
Board
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Manager - CEO EXOR S.p.A
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*
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Rosalba Casiraghi
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Member of Supervisory Board
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Consultant
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*
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|
|
|
|
|
|
|
Marco Ciabattoni
|
|
Member of Supervisory Board
|
|
Professional (CPA) & Professor
|
|
*
|
|
|
|
|
|
|
|
Giovanni Costa
|
|
Member of Supervisory Board
|
|
Professor
|
|
*
|
|
|
|
|
|
|
|
Franco Dalla Sega
|
|
Member of Supervisory Board
|
|
Professor
|
|
*
|
|
|
|
|
|
|
|
Gianluca Ferrero
|
|
Member of Supervisory Board
|
|
Chartered Accountant
|
|
*
|
|
|
|
|
|
|
|
Angelo Ferro
|
|
Member of Supervisory Board
|
|
Professor
|
|
*
|
|
|
|
|
|
|
|
Pietro Garibaldi
|
|
Member of Supervisory Board
|
|
Professor
|
|
*
|
|
|
|
|
|
|
|
Giulio Stefano Lubatti
|
|
Member of Supervisory Board
|
|
Consultant
|
|
*
|
|
|
|
|
|
|
|
Giuseppe Mazzarello
|
|
Member of Supervisory Board
|
|
|
|
*
|
|
|
|
|
|
|
|
Eugenio Pavarani
|
|
Member of Supervisory Board
|
|
Professor
|
|
*
|
|
|
|
|
|
|
|
Gianluca Ponzellini
|
|
Member of Supervisory Board
|
|
Chartered Accountant
|
|
*
|
|
|
|
|
|
|
|
Gianguido Sacchi Morsiani
|
|
Member of Supervisory Board
|
|
|
|
*
|
|
|
|
|
|
|
|
Ferdinando Targetti
|
|
Member of Supervisory Board
|
|
Professor
|
|
*
|
|
|
|
|
|
|
|
Livio Torio
|
|
Member of Supervisory Board
|
|
Lawyer
|
|
*
|
|
|
|
|
|
|
|
Riccardo Varaldo
|
|
Member of Supervisory Board
|
|
Professor
|
|
*
|
*
Not available
10
ANNEX B
TRANSACTIONS
IN TELECOM ITALIA ORDINARY SHARES EFFECTED BY THE
INTESA
SANPAOLO BANKING GROUP DURING THE LAST SIXTY DAYS
The
following describes transactions during the last sixty days by Intesa Sanpaolo
in Telecom Shares. These transactions
were all ordinary course broker-dealer activities engaged in by Intesa Sanpaolo
or its affiliates consistent with its usual practices and unrelated to the
Telco transaction. Substantially all of these transactions consisted of index
arbitrage; index rebalance trading; program trading relating to baskets of
securities; creation, redemption and balancing of exchange traded funds;
facilitation of customer trades; model-driven trading and error correction.
Name
of Intesa
Sanpaolo entity
or affiliate
|
|
Number of
Buys
|
|
Buy Volume
|
|
High/Low Buy
Prices
(in )
|
|
Number of
Sells
|
|
Sell Volume
|
|
High/Low Sell
Prices
(in )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banca IMI
|
|
412
|
|
9,815,563
|
|
1.24/1.07
|
|
448
|
|
7,115,505
|
|
1.24/1.07
|
|
11
EXHIBIT
INDEX
Exhibit No.
99.1
|
|
Co-Investment
Agreement, dated as of April 28, 2007, by and among Generali, Intesa
Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
|
|
|
|
99.2
|
|
Amendment
to the Co-Investment Agreement and the Shareholders Agreement, dated
October 25, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca,
Sintonia S.A. and Telefónica.*
|
|
|
|
99.3
|
|
Shareholders
Agreement, dated as of April 28, 2007, by and among Generali, Intesa
Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
|
|
|
|
99.4
|
|
By-laws
of Olimpia S.p.A. (unofficial English translation).*
|
|
|
|
99.5
|
|
Share
Purchase Agreement, dated May 4, 2007, by and among the Investors,
Pirelli and Sintonia.*
|
|
|
|
99.6
|
|
The
Announcement of the Board of Commissioners of the Brazilian National
Telecommunications Agency (Anatel) related to the Transaction, dated
October 23, 2007 (unofficial English translation).*
|
|
|
|
99.10
|
|
By-laws
of Telco S.p.A. (unofficial English translation).*
|
|
|
|
99.11
|
|
Call
Option Agreement, dated November 6, 2007, between Telefónica and Telco.*
|
|
|
|
99.12
|
|
Amendment
to Shareholders Agreement and to Bylaws, dated November 19, 2007, by and
among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
|
|
|
|
99.13
|
|
Amended
and Restated By-laws of Telco (unofficial English translation).*
|
|
|
|
99.14
|
|
Letter
of Adherence to the Call Option Agreement by Olimpia S.p.A., dated
November 15, 2007.*
|
|
|
|
99.15
|
|
Renewal
Agreement, dated October 28, 2009, 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.
|
|
|
|
99.16
|
|
Amendment
Deed to the Call Option, dated October 28, 2009, by and between
Telefónica S.A. and Telco S.p.A.
|
|
|
|
99.17
|
|
Joint
press release, dated October 28, 2009, issued by Telefónica S.A.,
Assicurazioni Generali S.p.A, Intesa Sanpaolo S.p.A. and Mediobanca S.p.A.
|
|
|
|
99.18
|
|
Telco S.p.A. press
release, dated November 26, 2009.
|
* Previously filed
.
12
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