SEC Info - Mediobanca - Banca di Credito Finanziario SpA - ‘SC 13D’ on 10/30/06 re: Telecom Italia SpA

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Mediobanca - Banca di Credito Finanziario SpA – ‘SC 13D’ on 10/30/06 re: Telecom Italia SpA

On: Monday, 10/30/06, at 5:43pm ET · As of: 10/31/06 · Accession #: 947871-6-1663 · File #: 5-61827

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/31/06  Mediobanca - Banca di Credit… SpA SC 13D     10/30/06    1:49K  Telecom Italia SpA                Shearman & Sterl… LLP/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             17     70K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Edizione Finance Edizione Holding Generali Mediobanca Olimpia Pirelli
1	1st Page - Filing Submission
16	Pirelli
"	Edizione Holding
"	Edizione Finance
"	Olimpia
"	Generali
"	Mediobanca

SC 13D 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934

 Telecom Italia S.p.A.
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Shares of euro 0.55 par value each
--------------------------------------------------------------------------------
(Title of Class of Securities)

87927W10
--------------------------------------------------------------------------------
(CUSIP Number)

 Cristiana Vibaldi
 MEDIOBANCA S.p.A.
Piazzetta Enrico Cuccia, 1
20121 Milan, Italy
011.39.02.8829.1
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

Copy to:

Domenico Fanuele
 Shearman & Sterling LLP
Via Borgognona, 47
 00187 Rome, Italy
011.39.06.697.6791

October 18, 2006
--------------------------------------------------------------------------------
 (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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the   
following box [_].                                                              

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other     
parties to whom copies are to be sent.                                          

(Continued on following pages)

(Page 1 of 10)

SC 13D 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

-----------------------                                   ----------------------
                                                      Page 2 of 10 Pages
-----------------------                                   ----------------------

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS                                              
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)       

Mediobanca - Banca di Credito Finanziario S.p.A.                  
Not Applicable                                                    
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)    
(a)|_|                                                            
(b)|X|*                                                           
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                           

--------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)                                
4                                                                           
See Item 4.                                                       
--------------------------------------------------------------------------------
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                                                             
--------------------------------------------------------------------------------

7      SOLE VOTING POWER

NUMBER OF                  206,464,069                          
         SHARES       ----------------------------------------------------------
BENEFICIALLY          8      SHARED VOTING POWER                    
OWNED BY                                                        
EACH                     Not Applicable                     
       REPORTING      ----------------------------------------------------------
PERSON             9      SOLE DISPOSITIVE POWER              
WITH                                                        
 206,464,069
                      ----------------------------------------------------------
            SHARED DISPOSITIVE POWER
10                          
  Not Applicable
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

206,464,069                                                       
--------------------------------------------------------------------------------
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)                     

1.54%                                                             
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)                            

BK                                                                              
--------------------------------------------------------------------------------
* Mediobanca - Banca di Credito Finanziario S.p.A. (the "Reporting Person")     
expressly disclaims that it is a member of a "group" as such term is used in    
Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act") or Rule     
13d-5(b)(1) thereunder. As detailed in Item 5 of this Statement, if a "group"   
consisting of the parties to the 2006 Shareholders Agreement (as such term is   
defined in Item 3 of this Statement) were deemed to exist, the Reporting Person 
would be deemed to beneficially own, and be deemed to share the power to vote or
direct the voting of all of the Telecom Italia Shares (as such term is defined  
in Item 1 of this Statement) owned by the members of such deemed group, which   
would be 3,104,389,492 Telecom Italia Shares, representing 23.2% of the Telecom 
Italia Shares outstanding as of the date of the 2006 Shareholders Agreement.    

Page 2 of 10

SC 13D 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
1.   Security and Issuer.                                                       

The equity securities to which this statement relates are the common shares, par
value euro 0.55 per share (the "Telecom Italia Shares"), of Telecom Italia      
S.p.A. ("Telecom Italia"), a corporation organized under the laws of Italy,     
whose principal executive offices are located in Piazza degli Affari 2, 20123   
Milan, Italy.                                                                   

2.   Identity and Background.                                                   

This Schedule is being filed by MEDIOBANCA - Banca di Credito Finanziario       
Societa per Azioni, in abbreviated form MEDIOBANCA S.p.A (the "Reporting        
Person"), a corporation organized under the laws of Italy, whose head office and
principal executive offices are located in Piazzetta Enrico Cuccia 1, 20121     
Milan, Italy. The principal business of the Reporting Person is to raise funds  
and provide credit in any of the forms permitted, especially medium- and        
long-term credit to corporations. Within the limits permitted under current     
European and Italian banking regulations, the Reporting Person may execute all  
banking, financial and intermediation-related transactions and/or services and  
carry out any transaction deemed to be instrumental to or otherwise connected   
with the achievement of its corporate purpose.                                  

The names, citizenship, business addresses and principal occupations or         
employments of the executive officers and directors of the Reporting Person are 
set forth in Annex A, which is incorporated herein by reference.                

During the last five years, neither the Reporting Person nor, to the Reporting  
Persons's best knowledge, any of the persons listed in Annex A, 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.       

3.   Source and Amount of Funds or Other Considerations.                        

This Schedule relates to the deemed acquisition by the Reporting Person of      
beneficial ownership of Telecom Italia Shares beneficially held by such         
Reporting Person resulting from an agreement entered into by Pirelli & C S.p.A.,
Edizione Holding S.p.A., Edizione Finance International S.A., Assicurazioni     
Generali S.p.A., Olimpia S.p.A. and the Reporting Person, on October 18, 2006   
(the "2006 Shareholders Agreement") pursuant to which such shareholders may be  
deemed to have formed a "group" with respect to the Telecom Italia Shares for   
purposes of Section 13(d) of the Act, as a result of which the Reporting Person 
may be deemed to beneficially own the Telecom Italia Shares owned by the        
remaining parties to the 2006 Shareholders Agreement. See also Item 5. below.   

Such deemed acquisition did not involve a purchase and as such no funds or other
consideration were used in making such acquisition.                             

A summary of the 2006 Shareholders Agreement is contained in Item 6. below and a
translation thereof is attached hereto as Exhibit 1.                            

4.   Purpose of Transaction.                                                    

This Schedule relates to the deemed acquisition by the Reporting Person of      
beneficial ownership of the Telecom Italia Shares beneficially held by such     
Reporting Person resulting from the 2006 Shareholders                           

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SC 13D 4th Page of 17 TOC 1st Previous Next ↓Bottom Just 4th
Agreement, pursuant to which such shareholders may be deemed to have formed a   
"group" with respect to the Telecom Italia Shares for purposes of Section 13(d) 
of the Act.                                                                     

Through the execution of the 2006 Shareholders Agreement, the Reporting Person  
intends, together with the other parties to such 2006 Shareholders Agreement, to
ensure continuity and stability in the shareholding and governance structure of 
Telecom Italia, in order to foster its further development through economic and 
financial equilibrium to create value for all shareholders.                     

The Reporting Person intends to continuously review its holdings in Telecom     
Italia on a regular basis in light of the objectives of the parties to the 2006 
Shareholders Agreement described above and, as a result thereof, in determining 
plans or proposals with respect to Telecom Italia, may at any time or from time 
to time determine to (a) acquire additional securities of Telecom Italia,       
through open market purchases, privately negotiated transactions or otherwise,  
(b) dispose of any securities of Telecom Italia owned by it in the open market, 
in privately negotiated transactions or otherwise, or (c) take any other        
available course of action, which could involve one or more of the types of     
transactions or have one or more of the results described in the next paragraph 
of this Item 4. Notwithstanding anything contained herein, the Reporting Person 
specifically reserves the right to change its intention with respect to any or  
all of such matters. In reaching any decision as to its course of action (as    
well as to the specific elements thereof), the Reporting Person currently       
expects that it would take into consideration a variety of factors, including,  
but not limited to, Telecom Italia's business, financial condition and          
prospects, other developments concerning Telecom Italia and its businesses      
generally, other developments and other business opportunities available to the 
Reporting Person, developments with respect to the Reporting Person's business  
and general economic outlook, changes in law and government regulations, general
economic conditions, and money, currency, commodity and stock market conditions,
including the market price of the securities of Telecom Italia.                 

Other than as described above, the Reporting Person currently does not have any 
plans or proposals that would result in (a) the acquisition by any person of    
additional securities of Telecom Italia or the disposition of securities of     
Telecom Italia, (b) an extraordinary corporate transaction involving Telecom    
Italia or any of its subsidiaries, (c) a sale or transfer of a material amount  
of assets of Telecom Italia or any of its subsidiaries, (d) any change in the   
present board of directors or management of Telecom Italia, (e) any material    
change in Telecom Italia's capitalization or dividend policy, (f) any material  
change in Telecom Italia's business or corporate structure, (g) any change in   
Telecom Italia's charter or bylaws or other instrument corresponding thereto or 
other action which may impede the acquisition of control of Telecom Italia by   
any person, (h) causing a class of Telecom Italia's securities to be            
deregistered or delisted, (i) a class of equity securities of Telecom Italia    
becoming eligible for termination of registration or (j) any action similar to  
any of those enumerated above.                                                  

5.   Interest in Securities of Telecom Italia.                                  

The Reporting Person currently is the beneficial owner of, and, subject to the  
terms of the 2006 Shareholders Agreement, has sole voting and dispositive power 
over 206,464,069 Telecom Italia Shares, representing approximately 1.54% of the 
currently outstanding Telecom Italia Shares.                                    

Pursuant to Rule 13(d)(5), the Reporting Person (as well as the other parties to
the 2006 Shareholders Agreement) may be deemed to be the beneficial owner of all
of the 3,104,389,492 Telecom Italia Shares beneficially owned in the aggregate  
by such parties (representing approximately 23.2% of the outstanding Telecom    
Italia Shares). The Reporting Person expressly disclaims being a member of a    
"group" as such term is used in Section 13(d)(3) of the Act, or Rule 13d-5(b)(1)
thereunder, and expressly disclaims beneficial ownership of, or voting or       
dispositive power over, any Telecom Italia Shares beneficially or directly owned
by the parties to the 2006 Shareholders Agreement which may be deemed to be     

Page 4 of 10

SC 13D 5th Page of 17 TOC 1st Previous Next ↓Bottom Just 5th
beneficially owned by the Reporting Person solely by virtue of it being a party 
to the 2006 Shareholder Agreement.                                              

The beneficial ownership of Telecom Italia Shares by the persons listed on Annex
A, if any, is indicated next to such person's name in such Annex A. To the best 
knowledge of the Reporting Person, such persons have sole voting and dispositive
power over their Telecom Italia Shares.                                         

Except as set forth in this statement, neither the Reporting Person nor, to the 
best knowledge of the Reporting Person, any of the persons listed in Annex A, is
the beneficial owner of, or has the right to acquire, directly or indirectly,   
any Telecom Italia Shares, nor has the Reporting Person or, to the best         
knowledge of the Reporting Person, any of the persons listed in Annex A,        
effected any transactions in the Telecom Italia Shares during the 60 days prior 
to the date hereof.                                                             

(d) Not applicable.                                                             

(e) Not applicable.                                                             

6.   Contracts, Arrangements, Understandings or Relationships with Respect to   
Securities of Telecom Italia.                                                   

On October 18, 2006, each of Pirelli & C., Edizione Holding, Edizione Finance,  
Olimpia S.p.A. ("Olimpia"), Assicurazioni Generali S.p.A. ("Generali") and the  
Reporting Person entered into the 2006 Shareholders Agreement relating to, among
other things, certain Telecom Italia Shares held by each of Olimpia, Generali   
and the Reporting Person (collectively, the "Affected Parties") comprising, in  
aggregate, 23.2% of the total number of issued and outstanding Telecom Italia   
Shares. An English translation of the 2006 Shareholders Agreement is filed as   
Exhibit 1.                                                                      

The 2006 Shareholders Agreement applies to (i) all of Telecom Italia Shares held
by Olimpia, (ii) certain Telecom Italia Shares held by Generali (comprising     
3.67% of the total number of issued and outstanding Telecom Italia Shares) and  
(iii) certain Telecom Italia Shares held by the Reporting Person (comprising    
1.54% of the total number of issued and outstanding Telecom Italia Shares).     
Telecom Italia Shares that are subject to the 2006 Shareholders Agreement are   
referred to below as "Affected Shares".                                         

The parties to the 2006 Shareholders Agreement agree to form a board of         
representatives (the "Shareholders Board") which has certain decision-making    
functions under the agreement. Each of Generali and the Reporting Person (and   
any additional party that is admitted to the agreement in the future) will have 
the right to appoint one member to the Shareholders Board, and Olimpia will have
the right to appoint a number of members equal to the aggregate of the number of
all other members of the Shareholders Board. Olimpia will also have the right to
appoint the chairman of the Shareholders Board. The Shareholders Board will meet
prior to each shareholders meeting of Telecom Italia to discuss all matters that
are scheduled to be voted upon by the holders of Telecom Italia Shares at such  
shareholders meeting. If the members of the Shareholders Board unanimously agree
on how the Affected Shares shall be voted in relation to a particular matter,   
then each of the Affected Parties will be required to vote all of its Affected  
Shares in that manner. If the members of the Shareholders Board do not          
unanimously agree as to how the Affected Shares shall be voted, then the        
Affected Parties will be free to vote the Affected Shares held by them at their 
own discretion.                                                                 

During the term of the 2006 Shareholders Agreement, each of the Affected Parties
is prohibited from transferring more than 20% of the number of Affected Shares  
that it owns as of the date of the agreement (whether directly, or through      
derivative or other arrangements that have the effect of transferring the       
economic risks or benefits associated with the ownership of such shares).       

Page 5 of 10

SC 13D 6th Page of 17 TOC 1st Previous Next ↓Bottom Just 6th
Each of the Reporting Person and Generali may acquire additional Telecom Italia 
Shares, provided that such party does not at any time hold an aggregate number  
of Telecom Italia Shares that exceeds by more than 25% the number of Affected   
Shares held by such party as of the date of execution of the 2006 Shareholders  
Agreement. Any Telecom Italia Shares so acquired by the Reporting Person or     
Generali will be deemed Affected Shares.                                        

No party to the 2006 Shareholders Agreement may purchase any Telecom Italia     
Shares without first notifying the Shareholders Board and the other parties to  
the 2006 Shareholders Agreement. Also, each party must promptly notify the      
Shareholders Board and each other party in the event that it transfers any      
Telecom Italia Shares.                                                          

Under the 2006 Shareholders Agreement, each of Generali and the Reporting Person
has certain rights of first refusal that are triggered in the event that Olimpia
proposes to transfer all (but not less than all) of its Telecom Italia Shares to
any third party. However, such rights of first refusal will not arise if the    
applicable third party acquiror also offers to acquire Telecom Italia Shares    
held by Generali and/or the Reporting Person on the same terms and conditions   
that it proposes to acquire Telecom Italia Shares held by Olimpia. Generali and 
the Reporting Person also have rights of first refusal that are triggered in the
event that Pirelli & C. (whether acting alone or together with Edizione Finance 
or Edizione Holding) proposes to transfer more than 50% of the issued and       
outstanding shares of Olimpia to a third party.                                 

Olimpia is required to promptly consult with each of Generali and the Reporting 
Person if (i) any third party makes an offer to become a shareholder of Olimpia 
by making a capital contribution thereto in the form of Telecom Italia Shares   
and (ii) such capital contribution would result in Olimpia's aggregate holding  
of Telecom Italia Shares being in excess of a certain threshold prescribed under
applicable Italian law so as to require Olimpia to make a mandatory tender offer
for Telecom Italia Shares. In that event, Generali and the Reporting Person will
have the option to either (i) become shareholders of Olimpia by contributing    
their respective Telecom Italia Shares thereto on the same terms and conditions 
proposed by the third party or (ii) reduce their respective holdings of Telecom 
Italia Shares by such amount as may be necessary to ensure that Olimpia is not  
required under applicable Italian law to make a tender offer for Telecom Italia 
Shares. If Generali and the Reporting Person do not (within such reasonable time
as Olimpia may stipulate) commit to take those actions set forth in either of   
clauses (i) and (ii) in the immediately preceding sentence, then Olimpia may    
accept the offer of the third party and terminate the Shareholders Agreement.   

The 2006 Shareholders Agreement has an initial term of three years, and shall   
automatically be renewed for successive periods of three years unless any party 
delivers a notice of termination to each other party at least three months prior
to the expiration of the then-current term.                                     

The 2006 Shareholders Agreement provides that holders of 0.5% or more of the    
total number of issued and outstanding Telecom Italia Shares may be admitted as 
additional parties to the agreement from time to time with the unanimous consent
of the existing parties thereto.                                                

Pirelli & C., Edizione Holding, Edizione Finance, Generali and the Reporting    
Person issued a joint press release concerning the 2006 Shareholders Agreement  
on October 18, 2006, a copy of which is filed as Exhibit 2.                     

7.   Materials to be Filed as Exhibits.                                         

Exhibit 1:   Shareholders Agreement, dated as of October 18, 2006, by and among 
            Pirelli & C, Edizione Holding, Edizione Finance, Olimpia, Generali
and Mediobanca. (English translation)                 

Page 6 of 10

SC 13D 7th Page of 17 TOC 1st Previous Next ↓Bottom Just 7th
Exhibit 2:   Joint Press Release, dated as of October 18, 2006, issued by       
            Pirelli & C, Edizione Holding, Edizione Finance, Olimpia, Generali
and Mediobanca.                                       

Page 7 of 10

SC 13D 8th Page of 17 TOC 1st Previous Next ↓Bottom Just 8th
 SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of 
the undersigned hereby certifies that the information set forth in this         
statement is true, complete and correct.                                        

Dated: October 30, 2006                                                         

               /s/ Renato Pagliaro
                                 -----------------------------------------------

                               Signature

     Renato Pagliaro
                                 -----------------------------------------------
                                Co-General Manager and Corporate Secretary
                                 -----------------------------------------------

                                Name/Title

                 /s/ Cristiana Vibaldi
                                 -----------------------------------------------

                               Signature

             Cristiana Vibaldi
                                 -----------------------------------------------
                                 Middle Manager - Authorized Signatory
                                 -----------------------------------------------

                                Name/Title

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SC 13D 9th Page of 17 TOC 1st Previous Next ↓Bottom Just 9th
 ANNEX A

 REPORTING PERSON'S EXECUTIVE OFFICERS AND DIRECTORS

All of the persons listed below are of Italian citizenship, other than the      
following: Messrs. Rampl and Strutz (German), Messrs. Azema, Ben Ammar, Bernheim
and Bollore (French).                                                           

                                                        [Enlarge/Download Table]


----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  Telecom Italia  
    Office     Name and                Place and           Term     Principal activities performed by                 Shares      
               surname               date of birth        expires   the Directors outside Mediobanca               Beneficially   
                                                                                                                       Owned      
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
                                                                                                                    None          
              Gabriele GALATERI        Rome, Italy                  Deputy Chairman Assicurazioni Generali                        
  Chairman        di GENOLA         January 11, 1947       2009     Deputy Chairman RCS MediaGroup                                
                                                                    Director IFI                                                  
----------------------------------------------------------------------------------------------------------------------------------
   Deputy       Cesare GERONZI        Marino, Italy        2007     Chairman Capitalia                              None*         
  Chairman                          February 15, 1935                                                                             
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    None          
   Deputy        Dieter RAMPL        Munich, Germany       2009     Chairman and Member of Executive                              
  Chairman                          September 5, 1947               Committee UniCredito                                          
----------------------------------------------------------------------------------------------------------------------------------
  Director       Matteo ARPE          Milan, Italy         2009     Managing Director Capitalia                      **           
                                    November 3, 1964                                                                              
----------------------------------------------------------------------------------------------------------------------------------
  Director        Jean AZEMA         Pantin, France        2009     General Manager Groupama                         **           
                                    February 23, 1953                                                                             
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    None          
  Director     Tarak BEN AMMAR       Tunis, Tunisia        2009     Chairman and General Manager,                                 
                                      June 12, 1949                 Quinta Communications                                         
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Chairman Edizione Holding                    1,946,250        
  Director    Gilberto BENETTON      Treviso, Italy        2008     Chairman Autogrill                                            
                                      June 19, 1941                 Deputy Chairman Telecom Italia                                
                                                                    Director Autostrade                                           
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Chairman Assicurazioni Generali                189,939        
                                                                    Deputy Chairman LVMH                                          
  Director     Antoine BERNHEIM       Paris, France        2008     Deputy Chairman Bollore                                       
                                    September 4, 1924               Investissement                                                
                                                                    Director Banca Intesa                                         
                                                                    Director Christian Dior                                       
----------------------------------------------------------------------------------------------------------------------------------
                                        Boulogne                    Chairman and General Manager                      **          
  Director     Vincent BOLLORE     Billancourt, France     2009     Group Bollore                                                 
                                      April 1, 1952                                                                               

                                  Page 9 of 10                                                                                    

SC 13D 10th Page of 17 TOC 1st Previous Next ↓Bottom Just 10th
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Managing Director Pirelli & C.                   None         
  Director       Carlo BUORA          Milan, Italy         2008     Managing Director Telecom Italia                              
                                      May 26, 1946                                                                                
----------------------------------------------------------------------------------------------------------------------------------
                                   Casale Monferrato,                                                             7,239***        
  Director    Giancarlo CERUTTI           Italy                     Managing Director Officine                                    
                                      September 28,        2008     Meccaniche Giovanni Cerutti                                   
                                          1950                                                                                    
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Chairman Immsi                                235,777         
  Director    Roberto COLANINNO       Mantua, Italy        2007     Chairman Piaggio & C.                                         
                                     August 16, 1943                                                                              
----------------------------------------------------------------------------------------------------------------------------------
  Director       Ennio DORIS         Tombolo, Italy        2009     Managing Director Mediolanum                    None          
                                      July 3, 1940                                                                                
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Chairman IFI                                      **          
  Director    Gianluigi GABETTI       Turin, Italy         2007     Chairman and Managing Director                                
                                     August 29, 1924                IFIL                                                          
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Lawyer                                          None          
                                       Rome, Italy         2007     Chairman Banca di Roma                                        
  Director    Berardino LIBONATI      March 8, 1934                 Director Pirelli & C.                                         

----------------------------------------------------------------------------------------------------------------------------------
  Director     Jonella LIGRESTI       Milan, Italy         2007     Chairman Fondiaria - SAI                         671          
                                     March 23, 1967                                                                               
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    None          
                                   Novi Ligure, Italy               Deputy Chairman UniCredito Italiano                           
  Director    Fabrizio PALENZONA    September 1, 1953      2008     Director Fondazione                                           
                                                                    Cassa di Risparmio di Alessandria                             
----------------------------------------------------------------------------------------------------------------------------------
                    Carlo             Milan, Italy                  Director and General Manager                    None          
  Director         PESENTI           March 30, 1963        2008     Italmobiliare                                                 
                                                                    Managing Director Italcementi                                 
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Managing Director UniCredito                    None          
  Director    Alessandro PROFUMO      Genoa, Italy         2008     Italiano                                                      
                                    February 17, 1957                                                                             
----------------------------------------------------------------------------------------------------------------------------------
                                                                    CFO of Supervisory Board                        None          
  Director       Eric STRUTZ         Mainz, Germany        2008     Commerzbank International                                     
                                    December 13, 1964                                                                             
----------------------------------------------------------------------------------------------------------------------------------
  General          Alberto            Milan, Italy          Not     General Manager of the Reporting                None          
  Manager           NAGEL             June 7, 1965      applicable  Person                                                        
----------------------------------------------------------------------------------------------------------------------------------
 Co-General    Renato PAGLIARO        Milan, Italy          Not     Co-General Manager of the Reporting             None          
  Manager                           20 February 1957    applicable  Person                                                        
----------------------------------------------------------------------------------------------------------------------------------

       * On September 27, 2006, Mr Geronzi sold 5,280 Telecom Italia Shares in a
market transaction.                                           

** Not available.                                                 

      *** On October 30, 2006, Mr Cerutti acquired 7,000 Telecom Italia Shares
in a market transaction.                                  

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Exhibit No.    Description                                                      

Exhibit 1      Shareholders Agreement, dated as of October 18, 2006, by and     
             among Pirelli & C, Edizione Holding, Edizione Finance, Olimpia,
Generali and Mediobanca. (English translation)    

Exhibit 2      Joint Press Release, dated as of October 18, 2006, issued by     
       Pirelli & C, Edizione Holding, Edizione Finance, Olimpia,
Generali and Mediobanca.                          

SC 13D 12th Page of 17 TOC 1st Previous Next ↓Bottom Just 12th
                                                                       Exhibit 1

 SHAREHOLDERS' AGREEMENT

 BETWEEN

Pirelli & C S.p.A., a company organised under the laws of Italy, having its     
registered office in Milan, Via Gaetano Negri, 10, registered in the Register of
Enterprises of Milan at no. 00860340157, as represented by its legal            
representative Marco Tronchetti Provera ("Pirelli");                            

 AND

Edizione Holding S.p.A., a company organised under the laws of Italy, having its
registered office in Treviso, Calmaggiore 23, registered in the Register of     
Enterprises of Treviso at no. 00778430264, as represented by its legal          
representative Gilberto Benetton ("Edizione Holding"), and Edizione Finance     
International S.A., a company organised under the laws of Luxembourg, currently 
owned by 100% of its share capital by Edizione Holding, having its registered   
office in Luxembourg, Place d'Armes 1, registered in the Chamber of Commerce of 
Luxembourg at no. B77504, as represented by its legal representative Gustave    
Stoffel (individually "Edizione Finance" and together with Edizione Holding,    
"Edizione");                                                                    

 AND

Olimpia S.p.A., a company organised under the laws of Italy, having its         
registered office in Milan, Viale Sarca 222, registered in the Register of      
Enterprises of Milan at no. 03232190961, as represented by its Director Carlo   
Buora ("Olimpia");                                                              

 AND

Assicurazioni Generali S.p.A., a company organised under the laws of Italy,     
having its registered office in Trieste, Piazza Duca degli Abruzzi 2, registered
in the Register of Enterprises of Trieste at no. 00079760328, as represented by 
its legal representatives Raffaele Agrusti e Michele Amendolagine ("Generali ");

 AND

Mediobanca S.p.A., a company organised under the laws of Italy, with registered 
office in Milan, Piazzetta Enrico Cuccia 1, registered in the Register of       
Enterprises of Milano at no. 00714490158, as represented by its legal           
representatives Alberto Nagel e Renato Pagliaro ("Mediobanca");                 

For the purposes of this shareholder's agreement (the "Agreement"), hereinafter 
individually referred to as a "Party", and collectively as "Parties", and       
Pirelli and Edizione jointly indicated as "Olimpia Shareholders".               

 WHEREAS

A    Olimpia Shareholders hold an interest in Olimpia, equal to 80% for Pirelli 
and equal to 20% for Edizione; in particular, Edizione Holding holds an interest
equal to 9,38%, which from the date of effectiveness of the partial demerger    
already resolved but not yet executed shall be amalgamated into Sintonia S.p.A, 
which shall undertake all the obligations provided for in this Agreement, and   
Edizione Finance, which at the time of effectiveness of the demerger shall be   
controlled by 100% by Sintonia S.p.A, holds an interest equal to 10,62%.        

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B   Olimpia, Generali e Mediobanca are shareholders of Telecom Italia S.p.A., a 
company having its registered office in Milan, Piazza degli Affari n. 2,        
registered in the Register of Enterprises of Milan at no. 00488410010 ("Telecom"
or the "Company"), and tie-up in this Agreement the Telecom Italia Shares of the
Company as hereinafter indicated:                                               

-----------------------------------------------------------------------         
               no. of Telecom Italia           % on ordinary
                Shares                       capital
-----------------------------------------------------------------------         
Olimpia                  2,407,345,359                 17.99%                   
-----------------------------------------------------------------------         
Gruppo Generali            490,580,064                  3.67%                   
-----------------------------------------------------------------------         
Mediobanca                 206,464,069                  1.54%                   
-----------------------------------------------------------------------         
Total                    3,104,389,492                 23.20%                   
-----------------------------------------------------------------------         

C   The Parties intend to execute this Agreement which provisions, besides      
establishing legally binding obligations, are founded and pursue mutual         
commitments of honour.                                                          

Now therefore,                                                                  

IT IS HEREBY AGREED AS FOLLOWS

1.  The Parties intend to ensure continuity and stability of the proprietary    
structure and governance of the Telecom Group. The objective is to sustain its  
industrial development, both in Italy and abroad, in a context of economic and  
financial equilibrium for the best creation of value for Telecom shareholders.  

2.  This Agreement is open to be joined by new parties sharing its spirit and   
objectives, subject to the condition that such new parties own an interest of at
least 0,5% of Telecom ordinary share capital and it being understood that the   
acceptance of any such new parties shall be subject to the unanimous approval of
all Parties.                                                                    

3. The Telecom shares tied-up in this Agreement are those indicated in whereas B
(percentages are calculated, at the second decimal, against the number of       
outstanding Telecom Italia Shares of the Company on the date of execution of    
this Agreement). Any Telecom shares resulting from the exercise of option rights
or from the conversion/exercise of financial instruments deriving from the      
exercise of the option rights pertaining to the shares already tied-up shall    
also be tied-up in this Agreement.                                              

4.  There is no person who, by virtue of this Agreement, exercises control on   
the Company pursuant to article 93 of TUF.                                      

5.  This Agreement is managed by a body (the "Board"), in office for the whole  
duration of the Agreement and made up of an even number of members, half of     
which are appointed by Olimpia and one (1) each by the other Parties except for 
Pirelli and Edizione. The Chairman of the Board (the "Chairman") is designated  
by Olimpia.                                                                     

The Chairman calls and chairs the meetings of the Board. The post of Secretary  
of the Board is assigned to a person designated by the Chairman approved by the 
Parties. The Board shall meet, upon a call of the Chairman delivered with at    
least (2) two-days of notice and, in case of urgency, with at least (24)        
twenty-four-hours of notice:                                                    
-        prior to each ordinary and extraordinary shareholders' meeting of      
Telecom;                                                      
-        on the initiative of the Chairman or pursuant to a request of at least 
two Parties;                                                  
-        to resolve upon the admission of new parties to the Agreement;         
-        to resolve on the possible termination of the Agreement.               

The Board resolves on an unanimous basis.                                       

 2

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The Parties undertake to each other that they will cast the vote pertaining to  
the shares tied-up in this Agreement in accordance with the directions          
unanimously adopted by the Board. Should any decision relating to matters       
falling within the power of the shareholders' meeting of Telecom not be taken   
unanimously by the Board, the dissenting Party shall have the discretion to     
exercise freely its voting rights in Telecom shareholders' meeting.             

6.  Save for the unanimous consent of all the Parties and for what provided     
under article 7, for the duration of this Agreement each Party which has tied-up
Telecom shares to this Agreement as per article 3 undertakes that it shall not  
transfer (and shall procure that no transfer is made) of any such Telecom shares
except for a maximum of 20% of the holding tied-up in this Agreement by each of 
the Parties at the time of its execution as per whereas B; save for the         
possibility to repurchase any such Telecom shares (which shall be tied-up again 
to this Agreement) within said 20% limit. For the purposes of this Agreement,   
"transfer" shall mean (i) any sort of sale, both universal and singular, for    
free and for consideration, and (ii) any transaction, act or agreement,         
universal or singular, for free or for consideration, by virtue of which it is  
achieved directly or indirectly (also through the transfer of holdings in       
companies which hold directly or indirectly Telecom shares tied-up in this      
Agreement) the direct or indirect transfer of the ownership (also by way of the 
execution of derivatives or other kinds of agreements, which effect is to       
transfer to third parties the financial exposure to the ownership of the tied-up
shares) or of any other right arising out or anyway connected to such shares. It
is understood that any transfer and/or any subsequent repurchase of Telecom     
shares within the above-mentioned limits shall be promptly communicated to the  
Board and to the Parties. It is also understood that Olimpia shall not be       
prevented by this paragraph from creating a pledge on Telecom shares in         
fulfilment of obligations already existing at the date of execution of this     
Agreement.                                                                      

In derogation of the previous paragraph, the transfer of the tied-up shares of a
Party shall be permitted within the reference group of such Party, as long as   
the transferee is controlled directly or indirectly, by the transferor and the  
transferee undertakes the obligations provided in this Agreement. For the       
purposes of this provision, control shall be deemed existing only in the case   
provided for by article 2359, paragraph 1, no. 1), of the Italian Civil Code.   

In further derogation of the first paragraph, should Olimpia intend to transfer 
the entire (and not part of the) interest held by same in Telecom to one or more
third party purchasers, acting in concert with each other, who have submitted an
offer to buy, Olimpia shall allow that Generali and Mediobanca exercise a right 
of first refusal on such interest, by notifying through registered mail to      
Generali and Mediobanca the economic terms offered for the purchase of the      
interest and the term (which shall in no event be prior to fifteen (15) days    
from receipt of the notice) within which the right of first refusal can be      
exercised.                                                                      

Generali and Mediobanca shall be entitled to exercise the right of first refusal
jointly, on a pro-rata basis, or individually for the entire participation held 
by Olimpia in Telecom and at the same economic terms offered by the third party 
purchaser/s, through registered mail to be received by Olimpia within the term  
indicated by same in accordance with the previous paragraph.                    

The closing of the purchase of the shares upon which Generali and/or Mediobanca 
shall have exercised the right of first refusal shall be made within thirty (30)
days from the date on which Olimpia has received the relevant notice of         
exercise.                                                                       

It is hereby understood that Generali and/or Mediobanca shall not be entitled to
exercise their right of first refusal where Olimpia shall have obtained that the
third party purchaser/s commit to purchase, in addition to the Telecom shares   
held by Olimpia, also the Telecom shares tied-up to this Agreement by Generali  
and/or Mediobanca at the same terms and conditions offered to Olimpia. If such  
event, Generali and/or Mediobanca shall be free to elect whether to transfer the
Telecom shares tied-up by same to this Agreement to the third party purchaser/s,
at the conditions determined in the offer of the third party purchaser/s, or    
rather to refuse                                                                

3 

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the offer thus determining the final forfeiture of their right of first refusal.
The decision to accept or rather refuse the offer shall be notified by Generali 
and/or Mediobanca to Olimpia through registered mail to be received by Olimpia  
within the term indicated by the latter in the notice communicating the offer of
the third party purchaser/s, which term shall never be less than fifteen (15)   
days.                                                                           

In the case of lack of exercise of the right of first refusal or of its         
forfeiture, or in the case of non performance of the obligation to purchase the 
shares on which the right of first refusal has been exercised by them (and save 
in the latter case for the right of Olimpia to compensation for any damages),   
Olimpia shall be free to sell its interest to the third party purchaser/s at the
conditions determined in the offer.                                             

In case of transfer of the interest of Olimpia to Generali and/or Mediobanca, or
rather to the third party purchaser/s, this Agreement shall be deemed terminated
as from the date of the relevant transfer.                                      

7.  Except for what is provided for under article 6 with respect to the possible
transfer and subsequent repurchase of Telecom shares within the limit of 20% of 
the shares tied-up to this Agreement, each of Generali and Mediobanca shall be  
entitled to purchase, directly or indirectly, additional Telecom shares (which  
shall also be tied-up to this Agreement for the period during which they are    
owned) exclusively up to a maximum of 25% of the Telecom shares tied-up to this 
Agreement by each of them as per whereas B, and provided further that this does 
not result in exceeding the relevant thresholds under mandatory tender offer    
statute as applicable from time to time. For the calculation of the aforesaid   
25% limit, the Telecom shares owned by Mediobanca and Generali on the date of   
execution of this Agreement and not tied-up to same shall be accounted for. Any 
purchase of Telecom shares by any of the Parties shall be previously            
communicated to the Board and to the Parties, whereas any transfer shall be     
promptly notified to the Board and to the Parties. On the date of execution of  
this Agreement each Party shall communicate to the Board and to the other       
Parties the amount of Telecom shares owned and not tied-up, or which may be     
purchased pursuant to its own initiative, by virtue of option, conversion or    
other kind of rights.                                                           

8.  This Agreement shall be effective as from the date of execution and shall   
remain in force for a period of three (3) years, and therefore until 18 October 
2009 (the "Three-year Term").                                                   

Starting from the expiring of the Three-year Term this Agreement shall be deemed
to be tacitly renewed by three (3) further years and thereafter, unless any     
Party has previously delivered to the other Parties a notice of termination with
three (3) months of notice.                                                     

9.  Should any third parties offer to enter into Olimpia share capital by way of
contribution in kind of an interest in Telecom, which where added to the        
interest of the Parties would take the aggregate interest to exceed the         
threshold provided for the triggering of a mandatory tender offer, Olimpia shall
promptly consult with Generali and Mediobanca, which shall be entitled to either
(i) enter into Olimpia share capital by way of contribution in kind of their    
Telecom shares at the same conditions offered by the third party, or rather (ii)
reduce their interest at a level so as to avoid that the threshold for the      
mandatory tender offer is passed. Should Generali and Mediobanca do not confirm 
their commitment to do any of the actions provided for under (i) and (ii) within
the reasonable term indicated by Olimpia, then Olimpia shall be entitled to     
accept the offer of the third parties, and from the date of acceptance of the   
offer this Agreement shall be terminated.                                       

10. No amendments of this Agreement shall be effective without the previous     
unanimous writing approval of all the Parties.                                  

11. All notices to be made pursuant to this Agreement shall be made in writing  
through registered mail, anticipated by fax, to the following addresses or to   
those subsequently communicated in writing at the same conditions by each Party 
to the others:                                                                  
As for as Pirelli:                                                              
[omissis]                                                                       

4 

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As for as Edizione:                                                             
[omissis]                                                                       

Edizione Finance International S.A.                                             
[omissis]                                                                       

As for as Olimpia:                                                              
[omissis]                                                                       

As for as Generali:                                                             
[omissis]                                                                       

As for as Mediobanca:                                                           
[omissis]                                                                       

As for as the Board                                                             
c/o Secretary of the Agreement                                                  

12. This Agreement shall be construed and regulated under the laws of Italy. Any
disputes deriving from or relating to this Agreement shall be resolved by way of
ritual and de jure arbitration in accordance with the Regulation of the Chamber 
of National and International Arbitration of Milan, which the Parties confirm to
know and to accept in their entirety.                                           

13. This Agreement does not affect or modify and leaves as they are the existing
agreements between Pirelli and Edizione and Olimpia and other Telecom           
shareholders and their relevant rights and obligations, as disclosed in         
conformity with applicable laws, which the Parties recognize to know; therefore,
the provisions of this Agreement shall not restrict in any manner the possible  
transfer of Olimpia shares, save that Pirelli and Edizione shall communicate    
promptly to Generali and Mediobanca any such transfer to third parties. It is   
understood that any amendments to the existing agreements between Pirelli and   
Edizione and Olimpia and other Telecom shareholders shall be promptly           
communicated to the Parties and the Board.                                      

However, it is hereby understood that should Pirelli, alone or jointly with     
Edizione, intend to sell to one or more third party purchasers, acting in       
concert, who have submitted an offer to purchase an interest in Olimpia         
exceeding 50%, the provisions concerning the right of first refusal of Generali 
and/or Mediobanca, its possible forfeiture and the termination of this Agreement
provided for with reference to the Telecom shares under paragraphs from 3 to 8  
of article 6, shall apply mutatis mutandis to said interest in Olimpia.         

Milan, 18 October 2006                                                          

Pirelli                                                                         

Edizione Holding                                                                

Edizione Finance                                                                

Olimpia                                                                         

Generali                                                                        

Mediobanca                                                                      

5 

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                                                                       Exhibit 2

JOINT PRESS RELEASE FROM PIRELLI & C. S.p.A., EDIZIONE HOLDING S.p.A.,
EDIZIONE FINANCE INTERNATIONAL S.A., OLIMPIA S.p.A.,
 MEDIOBANCA S.p.A. AND ASSICURAZIONI GENERALI S.p.A.

 OLIMPIA, MEDIOBANCA AND GENERALI ENTER INTO A SHAREHOLDERS'
AGREEMENT ON TELECOM ITALIA 

Milan, 18 October 2006 - Today Olimpia, Pirelli, Edizione Holding, Edizione     
Finance International, Mediobanca and Generali have executed a shareholder's    
agreement by way of which Olimpia, Mediobanca and Generali have tied-up a total 
of 23.2% of Telecom Italia Telecom Italia Shares.                               

Through the execution of the agreement, the Parties intend to ensure continuity 
and stability of the proprietary structure and governance of Telecom Italia     
Group, with the objective of sustaining its industrial development in a context 
of economic and financial equilibrium for the creation of value for all         
shareholders.                                                                   

The agreement, which has a duration of three years, is managed by a Board of    
which all the Parties are members and which Chairman will be designated by      
Olimpia. The agreement provides in particular for the following:                

o        the obligation of the Parties to consult with each other on how to     
      exercise their voting rights, prior to each shareholders' meeting of
        Telecom Italia, without prejudice to each Party's discretion to freely
        exercise its vote in Telecom shareholders' meetings where the Board of
the pact do not unanimously agree;                            
o        the possibility for new parties owning at least 0.5% in Telecom Italia 
to join the agreement;                                        
o        lock-up on theTelecom Italia shares tied-up in the pact, except for    
certain limited operational spaces;                           
o        the possibility that Olimpia sells all of its equity investment,       
      subject to a right of first refusal of Mediobanca and Generali; such
       right of first refusal shall not apply in the case of an offer to buy
         the shares held by Olimpia, Mediobanca and Generali; the same mechanism
       is applicable in the case of a sale by Pirelli, alone or jointly with
        Edizione, to third parties of an interest in Olimpia exceeding 50%; up
         to such threshold, sales by Pirelli, alone or jointly with Edizione, of
Olimpia shares are not restricted;                            
o        the possibility that Mediobanca and Generali purchase additional shares
        up to a maximum of 25% of the Telecom Italia shares contributed in the
pact by each of them;                                         
o        the possibility that Olimpia increases its share capital by way of a   
    contribution in kind of Telecom Italia shares by new shareholders.

The agreement, which is annexed in its entirety in the Italian version to this  
press release, will be published in conformity with applicable laws.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	9/28/08	10
Filed as of:	10/31/06
Filed on:	10/30/06	8	10	SC 13D
	10/18/06	1	11
	9/27/06	10
				List all Filings

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Filing Submission 0000947871-06-001663 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Mediobanca - Banca di Credito Finanziario SpA – ‘SC 13D’ on 10/30/06 re: Telecom Italia SpA

On: Monday, 10/30/06, at 5:43pm ET · As of: 10/31/06 · Accession #: 947871-6-1663 · File #: 5-61827

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
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