29
August
2001
|
00:00
Europe/Amsterdam

Shareholders Meeting of Olimpia SpA

Newco to have equity of up to 6 billion Euro


Milan, 29 August 2001 - The extraordinary and ordinary Shareholders meeting of Olimpia Srl was held today and passed the following resolutions.

Extraordinary Part

1. Transformation of the Company from its present form into a joint-stock company, taking on the new name of Olimpia SpA.

2. Increase the share capital from 15,000 - represented by n. 15,000 shares having a par value of 1 each allotted to the stockholders Pirelli SpA to an extent of 80% (equal to n. 12,000 shares) and EDIZIONE FINANCE International S.A. to an extent of 20% (equal to n. 3,000 shares) - to 576,936,635, also at intervals and in separate ways through a cash contribution of 576.921.635 and the issue of n. 576,921,635 new ordinary shares having a par value of 1 each, giving right of first refusal to the stockholders in proportion to the number of shares held, with a surcharge of 9.40 per share. EDIZIONE FINANCE International S.A. and Pirelli SpA immediately subscribed and partly paid-up the share capital increase and relative surcharge for a total of 1,199,985,020; in the light of such subscription and payment therefore n. 92,306,540 shares will be issued in the name of Pirelli SpA for 92.306.540 and n. 23,076,635 shares in the name of EDIZIONE FINANCE International S.A. for 23,076,635.

3. Adoption of new Articles of Association, previously communicated to the competent authorities.

Ordinary Part

1. Appointment to the Board of Directors - numbering 10 members voted among the candidates of the two lists presented by the shareholders, as provided for in the Articles of Association adopted - of Marco Tronchetti Provera, Gilberto Benetton, Carlo Buora, Roberto Burini, Claudio De Conto, Luciano Gobbi, Sergio Lamacchia, Gianni Mion, Carlo A. Puri Negri and Vincenzo Sozzani, who will remain in office for three years until the Shareholders Meeting is called to approve the Financial Statements for the year ending 31.12.2003; appointment of Marco Tronchetti Provera as Chairman of the Board.

2. Appointment to the Statutory Board of Auditors of Roberto Bracchetti as Chairman of the Board, Sergio De Simoi and Paolo Sfameni as statutory auditors, as well as of Giovanni Pietro Cunial and Paolo Francesco Lazzati as acting auditors. The Shareholders meeting also defined the Board of Auditors' fees.

3. Assignment of the task of auditing the accounts for the three-year period to PriceWaterhouseCoopers SpA and definition of relative fees.


Following the Shareholders meeting the Board of Directors of Olimpia SpA met and passed the following resolutions.

1. Appointment of Gilberto Benetton as Deputy Chairman and conferment to the Chairman, Marco Tronchetti Provera, of the powers needed to represent the company and to accomplish deeds pertinent to the Company's activity in its various forms, simultaneously confering these same powers to the Deputy Chairman in cases of absence or impediment of the Chairman.

2. The Chairman described the agreements reached on 30 July 2001 between Pirelli SpA and Edizione Holding SpA regarding the purchase from Bell S.A. and other entities of n. 1,552,662,120 ordinary shares of Olivetti SpA at a unit price of 4.175 and of n. 68,409,125 " Olivetti 2001-2002 warrant ordinary shares" at a unit price per Warrant of 1.0875. Olimpia SpA was designated today therefore to purchase the above participation, subject to the attainment of all the authorizations called for by any and all European community, national or foreign regulations, and the Chairman Mr. Tronchetti and the Deputy Chairman Mr. Benetton were granted the powers needed to complete the foregoing operation.
During the Meeting the Chairman informed the Board that on 30 July 2001 Kallithea SpA (a subsidiary of Pirelli & C. A.p.A.) purchased n. 147,337,880 ordinary shares of Olivetti (equal to around 2% of the share capital) at a unit price of 4.175, and that such shares had been transferred to Olimpia on 9 August 2001 at an overall price of around 617.7 million, interest charges accrued by Kallithea itself included. On that same date, 9 August 2001, Pirelli Finance Luxembourg S.A. (indirectly controlled by Pirelli & C. A.p.A.) and Edizione Holding SpA transferred to Olimpia a total of n. 265,302,250 ordinary shares of Olivetti (equal to approximately 3.64% of the share capital) previously bought on the market and transferred at an overall price of around 576.3 million.
On completion of the acquisitions Olimpia SpA is expected to hold approximately 27% of the share capital of Olivetti SpA, for an equivalent of 7.8 billion.
Furthermore, according to the above-mentioned agreements reached on 30 July 2001, Olimpia SpA may be called to purchase from Bell S.A. or from other entities designated by the latter an additional n. 54 million ordinary shares of Olivetti SpA at the same established unit price of 4.175, should Banca di Roma express the wish to sell such shares at the above price; in such circumstances Olimpia would hold approximately 27.7% of the share capital of Olivetti SpA.

3. The Chairman described the main terms of the agreement currently under negotiation concerning a loan of 3 billion maximum for a maximum period of five years which would be provided by a pool of primary banking institutions and the Board confered to the Chairman Mr. Tronchetti and to the Director Mr. Buora the necessary power to execute such agreement.