CUSIP No. 87927W10 |
Page 2 of 22 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Assicurazioni Generali S.p.A. | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o |
| ||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS (See Instructions)
BK | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 | ||
8 |
SHARED VOTING POWER
3,278,702,263 | |||
9 |
SOLE DISPOSITIVE POWER
0 | |||
10 |
SHARED DISPOSITIVE POWER
3,278,702,263 | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,278,702,263 | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24,5% | |||
14 |
TYPE OF REPORTING PERSON (See Instructions)
IC |
CUSIP No. 87927W10 |
Page 3 of 22 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alleanza Toro S.p.A. | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o |
| ||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS (See Instructions)
BK | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 | ||
8 |
SHARED VOTING POWER
3,278,702,263 | |||
9 |
SOLE DISPOSITIVE POWER
0 | |||
10 |
SHARED DISPOSITIVE POWER
3,278,702,263 | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,278,702,263 | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24,5% | |||
14 |
TYPE OF REPORTING PERSON (See Instructions)
IC |
CUSIP No. 87927W10 |
Page 4 of 22 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INA Assitalia S.p.A. | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o |
| ||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS (See Instructions)
BK | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
22,755 | ||
8 |
SHARED VOTING POWER
3,278,702,263 | |||
9 |
SOLE DISPOSITIVE POWER
22,755 | |||
10 |
SHARED DISPOSITIVE POWER
3,278,702,263 | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,278,702,263 | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24,5% | |||
14 |
TYPE OF REPORTING PERSON (See Instructions)
IC |
CUSIP No. 87927W10 |
Page 5 of 22 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Generali Lebensversicherung AG | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o |
| ||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS (See Instructions)
BK | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 | ||
8 |
SHARED VOTING POWER
3,278,702,263 | |||
9 |
SOLE DISPOSITIVE POWER
0 | |||
10 |
SHARED DISPOSITIVE POWER
3,278,702,263 | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,278,702,263 | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24,5% | |||
14 |
TYPE OF REPORTING PERSON (See Instructions)
IC |
CUSIP No. 87927W10 |
Page 6 of 22 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Generali Vie S.A. | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o |
| ||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS (See Instructions)
BK | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 | ||
8 |
SHARED VOTING POWER
3,278,702,263 | |||
9 |
SOLE DISPOSITIVE POWER
0 | |||
10 |
SHARED DISPOSITIVE POWER
3,278,702,263 | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,278,702,263 | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24,5% | |||
14 |
TYPE OF REPORTING PERSON (See Instructions)
IC |
Exhibit 18: |
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. |
Exhibit 19: |
Amendment Deed to the Call Option, dated October 28, 2009, by and between Telefónica S.A. and Telco S.p.A. |
Exhibit 20: |
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. |
ASSICURAZIONI GENERALI S.P.A. | ||||
/s/ Giovanni Perissinotto | ||||
Signature | ||||
Giovanni Perissinotto | ||||
Managing Director | ||||
Name/Title | ||||
/s/ Michele Amendolagine |
||||
Signature | ||||
Michele Amendolagine |
||||
Head of Group Corporate Affairs Department | ||||
Name/Title | ||||
ALLEANZA TORO S.P.A. | ||||
/s/ Amato Luigi Molinari | ||||
Signature | ||||
Amato Luigi Molinari | ||||
Chairman | ||||
Name/Title | ||||
INA ASSITALIA S.P.A. | ||||
/s/ Francesco Procaccini | ||||
Signature | ||||
Francesco Procaccini | ||||
Chairman | ||||
Name/Title | ||||
GENERALI LEBENSVERSICHERUNG AG |
||||
/s/ Winfried Spies | ||||
Signature | ||||
Winfried Spies | ||||
Chairman of Management Board | ||||
Name/Title | ||||
/s/ Jems Mueller | ||||
Signature | ||||
/s/ Jems Mueller |
||||
Director | ||||
Name/Title | ||||
GENERALI VIE S.A. | ||||
/s/ Claude Tendil | ||||
Signature | ||||
Claude Tendil | ||||
Chairman and General Manager | ||||
Name/Title | ||||
Office |
Name and surname |
Position |
Telecom Italia Shares
Beneficially Owned |
Chairman |
Antoine Bernheim* |
Chairman, Member of the
Executive Committee,
Executive Director |
189,934 ordinary shares
|
Vice-Chairman |
Gabriele Galateri di Genola |
Member of the
Executive Committee,
Non-Executive Director, Member of the Remuneration
Committee |
176,000 ordinary shares and 88,000 saving shares |
Managing Director |
Sergio Balbinot |
Managing Director, Member of the Executive Committee, Executive Director and General Manager |
719 ordinary shares |
Managing Director |
Giovanni Perissinotto |
Managing Director, Member of the Executive Committee, Executive Director and General Manager |
103,049 ordinary shares |
Director |
Luigi Arturo Bianchi |
Non-Executive Director,
Independent Director,
Member of the Internal
Control Committee |
None |
Director |
Ana Patricia Botin** |
Non-Executive Director |
None |
Director |
Diego Della Valle |
Non-Executive Director,
Independent Director |
None |
Director |
Klaus-Peter Müller*** |
Non-Executive Director,
Independent Director |
None |
Director |
Alberto Nicola Nagel |
Member of the
Executive Committee,
Non-Executive Director |
None |
Director |
Reinfried Pohl*** |
Non-Executive Director |
None |
Director |
Petr Kellner**** |
Non-Executive Director |
None |
Director |
Francesco Gaetano Caltagirone |
Non-Executive Director,
Independent Director |
None |
Director |
Leonardo Del Vecchio |
Non-Executive Director,
Independent Director, Member of the Remuneration
Committee |
None |
Director |
Lorenzo Pelliccioli |
Member of the
Executive Committee,
Non-Executive Director, Independent Director |
None |
Director |
Paolo Scaroni |
Non-Executive Director,
Independent Director, Chairman of the Remuneration
Committee |
None |
Director |
Alessandro Pedersoli |
Non-Executive Director,
Independent Director,
Chairman of the Internal
Control Committee |
None |
Director |
Claude Tendil |
Non-Executive Director |
None |
Director |
Loïc Hennekinne* |
Non-Executive Director,
Independent Director,
Member of the Internal
Control Committee |
None |
Director |
Kai-Uwe Ricke*** |
Non-Executive Director,
Independent Director |
None |
General Manager |
Raffaele Agrusti |
Chief Financial Office |
None |
* |
French citizen. |
** |
Spanish citizen. |
*** |
German citizen. |
**** |
Czech citizen. |
Office |
Name and surname |
Telecom Italia Shares Beneficially Owned |
Chairman |
Amato Luigi Molinari |
None |
Vice Chairman |
Antoine Bernheim* |
189,934 ordinary shares |
Managing Director and General Manager |
Luigi de Puppi |
None |
Director |
Alberto Arnaboldi |
None |
Director |
Fabio Corsico |
None |
Director |
Danilo Ignazzi |
10,000 saving shares |
Director |
Paolo Monferino |
None |
Director |
Giulio Ponzanelli |
None |
Director |
Alberto Pecci |
24,000 |
Director |
Giovanni Perissinotto |
103,049 ordinary shares |
Director |
Giulio Ponzanelli
|
None |
Director |
Maurizio Sella |
None |
Director |
Fabio Alberto Roversi |
None |
Director |
Antonio Spallanzani |
13,000 ordinary shares |
General Manager |
Sandro Panizza |
None |
General Manager |
Dott. Luigi Rizzuti |
None |
Office | Name and surname | Telecom Italia Shares Beneficially Owned |
Chairman |
Francesco Procaccini |
None |
Director |
Fabio Buscarini |
None |
Director |
Massimo Ponzellini |
14,250 saving shares |
Director |
Francesco Maria Attaguile |
None |
Director |
Vincenzo Biondo |
None |
Director |
Giuseppe Buoro |
None |
Director |
Danilo Ignazzi |
10,000 saving shares |
Director |
Aldo Minucci |
2595 ordinary shares |
Director |
Giovanni Perissinotto |
103,049 ordinary shares |
Director |
Carlos Zurita Delgado* |
None |
Office |
Name and surname |
Telecom Italia Shares Beneficially Owned |
Member |
Frank Karsten |
None |
Member |
Volker Seidel |
None |
Member |
Winfried Spies, Vors. |
None |
Member |
Roman Blaser |
None |
Member |
Karl Pfister |
None |
Office |
Name and surname |
Telecom Shares Beneficially Owned |
Chairman |
Dietmar Meister |
None |
Member |
Wolfgang Kaske |
None |
Member |
Giovanni Liverani** |
None |
Member |
Susanne Hille |
* |
Member |
Hans-Joachim Schoeder |
None |
Member |
Christoph Schmallenbach |
None |
Member |
Dieter Strasser |
None |
Member |
Marion Bernstein |
None |
Member |
Berthold Bose |
None |
Member |
Michael Feulner |
* |
Member |
Reiner Müller |
None |
Member |
Bernd Michaels |
None |
* |
Not available. |
** |
Italian citizen. |
Office |
Name and surname |
Telecom Italia Shares Beneficially Owned |
Chairman and General Manager |
Claude Tendil |
None |
Director |
Stéphane Dedeyan |
None |
Director |
Alessandro Donà* |
None |
Director |
Alain Ficheur |
None |
Director |
Jean-Yves Hermenier |
None |
Director |
Eric Le Gentil |
None |
Director |
Thomas Saunier |
None |
Director |
Georges Drouin |
None |
Director |
Yves Galland |
None |
Director |
Paul-Marie Chavanne |
None |
Director |
Jacques Maillot |
None |
Director |
Jean-Pierre Thomas |
None |
* |
Italian citizen. |
Exhibit No. |
Description |
Exhibit 18: |
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. |
Exhibit 19: |
Amendment Deed to the Call Option, dated October 28, 2009, by and between Telefónica S.A. and Telco S.p.A. |
Exhibit 20: |
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. |