Pirelli - Edizione Holding: the new agreement
Milan, September 14th, 2001 - Coinciding with the signing of the shareholders' agreement between UniCredito Italiano, Intesa-BCI and Pirelli Spa, as announced this evening, Pirelli and Edizione Holding subsequently announced that they have agreed on an amendment to the agreement stipulated on August 7th. In line with the terms of the agreement with the banks as regards the hypothetical event of a change in control of Pirelli, the two companies have acted to amend Article XIII of the agreement.
Although the financial terms of the clause remain unchanged, a clearer definition of the contents of the clause was deemed advisable so as to more specifically define the hypothesis of a change in the equity structures of the partners in Olimpia, in line with the terms agreed with the banks. In both cases the trust and confidence in the managerial capacities of the management of Pirelli - already featured in the previous formulation - remain the basic underpinning of the agreement. The text of Article XIII of the agreement, regarding any " Significant Event" and governing the reciprocal relationships between the partners of Olimpia S.p.A., is set out below.
DEED OF AMENDMENT OF THE AGREEMENT BETWEEN THE PARTNERS
Between PIRELLI S.P.A., with its headquarters in Milan in Viale Sarca 222, and share capital of 1,042,775,333.08 Euro, registered in the Milan Companies Registry, with tax code and VAT number 0086890151, in the person of the Chairman of the Board of Directors Dr. Marco Tronchetti Provera, invested with the necessary powers (and hereinafter known as " Pirelli" )
- on the one part -
and EDIZIONE HOLDING S.P.A., with its headquarters in Treviso, Calmaggiore 23, , and share capital of 90,692,800,000 Lira, registered in the Treviso Companies Registry with Number 13945, tax code and VAT number IVA 00778430264, in the person of the Chairman of the Board of Directors Mr. Gilberto Benetton invested with the necessary powers (and hereinafter known as " Edizione" )
- on the other part -
Whereas
(a) Pirelli and Edizione signed on August 7th, 2001 an Agreement between Partners (the " Agreement " ) related to, amongst other things, the rules governing their reciprocal relationship as partners in the joint vehicle company, hereinafter known as Olimpia S.p.A.;
(b) Edizione Finance International S.A. undertook the rights and obligations of Edizione relating to the Agreement in accordance with Article III of said Agreement and in this capacity undersign the Deed herein;
(c) With no other change to any other disposition of the Agreement, and in compliance with the Definitions set out in Article I of said Agreement, the Parties (as defined herein) agree as to the advisability of amending Article XIII of the Agreement;
In view of this,
with effect as of the date of this Deed of Amendment, the parties hereby agree that the Agreement shall be deemed amended through the adoption of the text of Article XIII, as detailed below, and in substitution of the text agreed upon on August 7th, 2001.
ARTICOLO XIII
Significant Event
(a) For the purposes of this Agreement a " Significant Event" shall exist during the original or subsequently extended period of the Agreement following one or more acts between whomsoever and in respect of the situation as at this date in the event of a substantial change in the controlling structure of Edizione or of Pirelli (including for this scope Pirelli & C.), this being understood to mean the exercising by parties other than the current parties of the determining power to nominate the majority of the components of the managing organ, with a consequent potential change in strategic orientations.
(b) In the event of a Significant Event as regards one of the Parties, the other party shall have the right to cede all (but not a part of) its shares in the Company to the Party in respect of whom the Significant Event has occurred, in compliance with terms and conditions, mutatis mutandis, as per the previous clause 9.05(b) (and as per the dispositions set out therein) giving notice to said latter Party within 30 (thirty) working days of the date on which the other Party has declared in writing to have become aware of the Significant Event occurred, that is to say having received written notice of said circumstance. In such a case the sale and purchase shall take place against payment of the price as stipulated in clause 9.05(b) and increased by an amount equal to twice the sum of the Price of the Company Shares and of the Premium.