Agreements that are known to the Company pursuant to article 122 of the TUF
As regards shareholders’ agreements concerning the Company (and known to it), take note of the existence of the following current agreements:
(a) shareholders’ agreement dated 30 July 2003, as amended by the addendum dated
24 March 2004, by the amendment dated 21 December 2006 and a further addendum dated 13 September
2007, between the closed-end investment funds which hold an indirect stake in the ordinary share
capital of SEAT PAGINE GIALLE S.p.A. (the "Funds"), each through their own Luxembourgian SPVs
(Special Purpose Vehicles). This Shareholders' agreement makes provisions concerning, inter alia,
(i) composition of and the resolutions passed by the Board of Directors of SEAT PAGINE GIALLE
S.p.A. and its subsidiaries, as well as the resolutions passed by the Shareholders’ Meeting of SEAT
PAGINE GIALLE S.p.A.; (ii) establishment of a constraint of non-transferability on SEAT PAGINE
GIALLE S.p.A.’s shares owned by the Funds through their own respective vehicles, as well as on the
equity investments held by the Funds in the vehicles themselves.
On 20 March 2007, it was agreed to renew the shareholders’ agreement dated 30 July 2003,
under the same terms and conditions. Therefore, the agreement had to expire, as entered into on 20
March 2007, on the first of the following dates: (i) the third anniversary of the date of 20 March
2007 (or the fifth anniversary, if the Company’s ordinary shares are no longer listed on the third
anniversary); or (ii) the date on which the parties to the agreement have fully transferred their
investment, whether direct or indirect, in the Company.
(b) agreement dated 23 December 2008 between the Funds by which they agreed to carry out, subject to the conditions laid down therein, a transaction aimed at achieving a total reorganization of the stakes held by the Funds in SEAT PAGINE GIALLE S.p.A. as a result of the transfer of the majority of the stake owned by BCP Investors to Alfieri Associated Investors Servicos de Consultoria S.A. and CVC Silver Nominee Limited, with the resulting exit of BCP Investors from the current shareholders’ agreement;
(c) agreement dated 29 April 2009 between the Funds (except for BCP Investors) by which they amended, on the one hand, the provisions on governance in the light of the exit of BCP Investors from the agreement and the consequent reduction of the number of Funds from four to three, and, on the other, they agreed to renew the shareholders’ agreement referred to in point (a) above from 29 April 2009 up to the first of the following expiry dates: (i) the third anniversary of the date of 29 April 2009 (or the fifth anniversary, if the Company’s ordinary shares are no longer listed on the third anniversary); or (ii) the date on which the parties to the agreement have fully transferred their investment, whether direct or indirect, in the Company.
All the aforesaid agreements have been properly notified as required by article 122 of Legislative Decree No. 58/1998 and related implementing provisions, also through the publication of extracts, respectively (i) in the “La Repubblica” newspaper on 9 August 2003, as regards the shareholders’ agreement dated 30 July 2003, (ii) in “La Repubblica” on 30 March 2004, as regards the addendum dated 24 March 2004; (iii) in “La Repubblica” on 28 December 2006, as regards the amendment dated 21 December 2006; (iv) in “La Repubblica” on 23 March 2007, as regards the renewal of the shareholders’ agreement dated 20 March 2007; (v) in "La Repubblica" on 26 October 2007, as regards the addendum dated 13 September 2007; (vi) in "La Repubblica" on 31 December 2008, as regards the agreement of 23 December 2008; (vii) in "La Repubblica" on 9 may 2009, as regards the agreement of 29 April 2009. Furthermore, an additional extract was published in the “Il Sole 24 Ore” newspaper on 17 December 2004, to notify the completion of some corporate reorganization transactions carried out to implement the abovementioned addendum of 24 March 2004.
The shareholders’ agreement dated 30 July 2003 was filed with the Milan Register of Companies on 13 August 2003. The addendum of 24 March 2004 was filed with the Milan Register of Companies on 1 April 2004. The amendment of 21 December 2006 was filed with the Milan Register of Companies on 22 December 2006. The renewal of the shareholders’ agreement dated 20 March 2007, was filed with the Milan Register of Companies on 21 March 2007. The addendum of 13 September 2007 was filed with the Milan Register of Companies on 19 September 2007. The agreement of 23 December 2008 was filed with the Milan Register of Companies on 7 January 2009. The agreement of 29 April 2009 was filed with the Milan Register of Companies on 14 May 2009.