Pirelli. The shares object of the Shareholders Agreement consist in the shareholding held, directly and indirectly, by CF in Pirelli equal to 26.19%.
Pirelli. The shares syndicated to the Shareholders Agreement shall be represented by the participation held, indirectly, by CF – and, after completion of the Restructuring of the CF Stake, by the participations respectively held indirectly by CF and LTI – in Pirelli, as of the First Closing Date and after the closing of the mandatory tender offer under the Offer. ***** CONTENT OF THE SHAREHOLDER AGREEMENT Governance of Newco, Holdco, Bidco and Pirelli Prior consultation commitments in relation to certain matters of the corporate bodies of Newco, Holdco, Bidco and/or Pirelli provided by the CC Shareholders Agreement Coinv and LTI have agreed that, as long as Pirelli is not de-listed, any decision related to:
Pirelli. (i) will deliver to UCI and BCI the certificates representing, respectively, the Olimpia UCI Shares and the Olimpia BCI Shares, duly endorsed in favor of UCI and BCI, by appropriate methods, based on applicable laws in the matter, to transfer to UCI and BCI full title and full availability of the Shares and allow the registration of UCI and BCI in the book of partners of Olimpia, as well as the option warrants representing the BCI Option Rights and the UCI Option Rights;
Pirelli. The shares syndicated to the Shareholders Agreement shall be represented by (a) the see-through participation held in Pirelli through the corporate chain composed of Newco, which holds, indirectly through Holdco and Bidco, as at October 6, 2015, 29.832% of the voting share capital of Pirelli (as well as all the additional Pirelli shares which shall be purchased at the end of the mandatory tender offer launched by Bidco and thereafter), and (b) the participation held in Pirelli by CAM 2012 S.p.A. (100% controlled by CF), which is equal, as at October 6, 2015, to 3.08% of the voting share capital of Pirelli (taking into account the transfers of a portion of the exchange shares perfected in the meantime in accordance with the conditions of the convertible bond issued by Cam 2012 on October 26, 2012 and named “€150,000,000 5.625 per cent. Guaranteed Exchangeable Bonds due 2017 guaranteed by Camfin S.p.A.”). ***** CO NTENT O F THE SHAREHO LDERS AGREEMENT Governance of Newco, Holdco, Bidco and Pirelli Prior consultation commitments in relation to certain matters of the corporate bodies of Newco, Holdco, Bidco and/or Pirelli provided by the CC Shareholders Agreement Coinv and LTI have agreed that any decision related to:
Pirelli. SIEMENS CONSORTIUM, consists of PT. PIRELLI CABLES INDONESIA and PT. SIEMENS INDONESIA, a consortium already established and now legalized by Xx. XXXXXX XXXXXXX, SH, Msl, Notary in Jakarta on 30, November 2001 under Legalization Number 457/L/2001, in this purpose represented by XXXXXXX XXXX, Chief Executive Officer PT. PIRELLI CABLES INDONESIA, having its office at Gedung BRI, Suite 1502, JI.Jendral Sudirman Kav.44-48, Jakarta and represented-by XXXX XXXXXXXXXXX, Director PT. SIEMENS INDONESIA and XXXXXXX XXXXXX, Deputy Director PT. SIEMENS, having its office at Siemens Business Park Building B, JI.MT.Haryono Kav. 58-60 Jakarta 12780, companies established under the laws of Republic of Indonesia, hereinafter in this Side Letter shall be referred to as PARTNER.
