EXHIBIT A. Transfer Notice. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Transcription

1 EXHIBIT A Transfer Notice FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. Please print or typewrite name and address including zip code of assignee the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Security on the books of the Issuer with full power of substitution in the premises. In connection with any transfer of this Security occurring prior to the termination of the one year time period referred to in Rule 144(d) under the Securities Act of 1933, as amended, as in effect with respect to such transfer, the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One] (a) this Security is being transferred in compliance with Rule 144 under the Securities Act of or (b) this Security is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. or (c) this Security is being transferred other than in accordance with (a) or (b) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture. If none of the foregoing boxes is checked, the Trustee or Securities Registrar shall not be obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer or registration set forth herein and in Section [ ] of the Indenture shall have been satisfied.] # v17 A-1

2 Date: NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. By: Authorized Signature # v17 A-2

3 EXHIBIT D-1 FORM OF N RECEIPT TRANSFER REQUEST [NAME OF ISSUER] Receipts Representing Securities (the Securities ): N Receipt ISIN/CUSIP: [ ]/[ ] Maturity Date: Coupon Rate: [ ] REQUEST SIGNED BY AUTHORIZED REPRESENTATIVE OF DTC PARTICIPANT IDENTIFIED IN SECTION A: Date of Signature: Authorized Rep. Signature: Authorized Rep. : Authorized Rep. Position: Requested Transfer Date: / / M M D D Y Y Y Y (Cannot be less than 3 business days from today) To: ateam@acupay.com (Please confirm receipt of this request over the telephone by contacting the Acupay Ateam at ) THIS IS A REQUEST (an N Receipt Transfer Request ) from the Beneficial Owner and its DTC Participant listed below in Section A, to transfer the beneficial interest in the Securities represented by the N Receipts referred to above, to: an Eligible Beneficial Owner, in the form of a beneficial interest in X Receipt ISIN/CUSIP [ ]/[ ] OR OR a Non-Eligible Beneficial Owner, in the form of a beneficial interest in N Receipt ISIN/CUSIP [ ]/[ ] a beneficial owner, in the form of a beneficial interest in an X Security ISIN [ ] in the principal amount indicated in Section A. We understand that this request should be received by Acupay no later than 12:00 p.m. on the third New York City Business Day prior to the requested transfer settlement date (the Transfer Date ). We also understand that this request should be duly acknowledged, if approved, by Acupay, and, if approved, a copy of this request bearing such approval, along with a tax statement specifying (i) the amount of Italian substitute tax, if any, calculated in compliance with Italian Legislative Decree 239 of 1996, as amended and supplemented, and payable in cash by the requestor to Monte Titoli for receipt by Monte Titoli prior to 9:00 a.m. New York City time on the Transfer Date, and (ii) wire instructions for payment of such tax amount, will be returned by Acupay to us, no later than 5:00 p.m. on the first Business Day prior to the Transfer Date. We certify that (i) the purchaser/transferee (the Purchaser ) of the beneficial interests in the Securities or Receipts indicated above, is a Qualified Institutional Buyer (within the meaning given to such term in Rule 144A under the U.S. Securities Act of 1933, as amended), and (ii) the Purchaser understands that the limitations on transfer set forth in the legend in Exhibit I apply to the Securities and the Receipts and agrees to observe and be bound by such limitations. D-1-1

4 SECTION A TRANSFER FROM: DTC Participant Account DTC Participant Account Number Amount ISIN/CUSIP Contact Person(s) at DTC Participant: Position ON BEHALF OF THE BENEFICIAL OWNER: Account Number Tax Identification Number Country of Tax Residence Mailing Address Contact Person (if the Beneficial Owner is not a Natural Person) D-1-2

5 SECTION B TRANSFER TO: Clearing System of Initial Delivery: Monte Titoli DTC Monte Titoli/DTC Participant Account Monte Titloi/DTC Participant Account Number Amount ISIN/CUSIP Contact Person(s) at the above Clearing System Participant: Position $ Wire Transfer Details for Receipt of Tax Credit Amount (if any): Bank SWIFT BIC Code IBAN No Account No Attention D-1-3

6 FOR FURTHER CREDIT TO: (only applicable if the transferee Beneficial Owner uses an additional intermediary for the delivery of the securities) Account at Clearing System Participant Account Number at Clearing System Participant Contact Person(s) at Clearing System Participant: Position Reference/Comments ON BEHALF OF THE BENEFICIAL OWNER (not applicable for transfers to holders of a beneficial interest in the X Securities) Account Number Tax Identification Number Country of Tax Residence Mailing Address Contact Person (if the Beneficial Owner is not a Natural Person) D-1-4

7 For use by Acupay, the Securities Depositary, the Trustee, and Receipt Issuer only. RECEIPT OF REQUEST ACKNOWLEDGED BY ACUPAY: Date: : Position: Signature: TRANSFER COMPLETION CONFIRMED BY CITI: Date: : Position: Signature: D-1-5

8 Exhibit I: Rule 144A Legend THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER AND EACH OF THE BENEFICIAL OWNERS OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ( RULE 144A ) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO ONLY OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, (A) TO TELECOM ITALIA S.P.A. OR ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT, IN THE CASE OF (D), FOR SO LONG AS THIS SECURITY IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 OF THE SECURITIES ACT) THE OFFER, SALE OR TRANSFER OF SUCH SECURITY SHALL BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS (WHETHER RESIDENT INSIDE OR OUTSIDE THE UNITED STATES) PURCHASING FOR THEIR ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND IN EACH OF THE FOREGOING CASES TO THE REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO TELECOM ITALIA S.P.A. S AND THE RECEIPT ISSUER S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO PARAGRAPH (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. D-1-6

9 EXHIBIT D-2 FORM OF X RECEIPT TRANSFER REQUEST [NAME OF ISSUER] Receipts Representing Securities (the Securities ): X Receipt ISIN/CUSIP: [ ]/[ ] Maturity Date: Coupon Rate: [ ] REQUEST SIGNED BY AUTHORIZED REPRESENTATIVE OF DTC PARTICIPANT IDENTIFIED IN SECTION A: Date of Signature: Authorized Rep. Signature: Authorized Rep. : Authorized Rep. Position: Requested Transfer Date: / / M M D D Y Y Y Y To: ateam@acupay.com (Please confirm receipt of this request over the telephone by contacting the Acupay Ateam at ) THIS IS A REQUEST (an X Receipt Transfer Request ) from the Beneficial Owner and its DTC Participant listed below in Section A, to transfer the beneficial interest in the Securities represented by the X Receipts referred to above, to OR a Non-Eligible Beneficial Owner, in the form of a beneficial interest in N Receipt ISIN/CUSIP [ ]/[ ] a beneficial owner, in the form of a beneficial interest in an X Security ISIN [ ] in the principal amount indicated in Section A. We understand that this request should be received by Acupay no later than 5:00 p.m. on the New York Business Day prior to the requested transfer settlement date (the Transfer Date ). We certify that (i) the purchaser/transferee (the Purchaser ) of the beneficial interests in the Securities indicated above, is a Qualified Institutional Buyer (within the meaning given to such term in Rule 144A under the U.S. Securities Act of 1933, as amended), and (ii) the Purchaser understands that the limitations on transfer set forth in the legend in Exhibit I apply to the Securities and the Receipts and agrees to be observe and be bound such limitations. D-2-1

10 SECTION A TRANSFER FROM: DTC Participant Account DTC Participant Account Number Amount ISIN/CUSIP Contact Person(s) at DTC Participant Position ON BEHALF OF THE BENEFICIAL OWNER Account Number Tax Identification Number Country of Tax Residence Mailing Address Contact Person (if the Beneficial Owner is not a Natural Person) D-2-2

11 SECTION B TRANSFER TO: Clearing System of Initial Delivery: Monte Titoli DTC Monte Titoli/DTC Participant Account Monte Titoli/DTC Participant Account Number Amount ISIN/CUSIP Contact Person(s) at the above Clearing System Participant: Position FOR FURTHER CREDIT TO: (only applicable if the transferee Beneficial Owner uses an additional intermediary for the delivery of the securities) Account at Clearing System Participant Account Number at Clearing System Participant Contact Person(s) at Clearing System Participant: Position Reference/Comments D-2-3

12 ON BEHALF OF THE BENEFICIAL OWNER (not applicable for transfers to holders of a beneficial interest in the X Securities) Account Number Tax Identification Number Country of Tax Residence Mailing Address Contact Person (if the Beneficial Owner is not a Natural Person) D-2-4

13 For use by Acupay, the Securities Depositary, the Trustee, and Receipt Issuer only. RECEIPT OF REQUEST ACKNOWLEDGED BY ACUPAY: Date: : Position: Signature: TRANSFER COMPLETION CONFIRMED BY CITI: Date: : Position: Signature: D-2-5

14 Exhibit I: Rule 144A Legend THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER AND EACH OF THE BENEFICIAL OWNERS OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ( RULE 144A ) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO ONLY OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, (A) TO TELECOM ITALIA S.P.A. OR ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT, IN THE CASE OF (D), FOR SO LONG AS THIS SECURITY IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 OF THE SECURITIES ACT) THE OFFER, SALE OR TRANSFER OF SUCH SECURITY SHALL BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS (WHETHER RESIDENT INSIDE OR OUTSIDE THE UNITED STATES) PURCHASING FOR THEIR ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND IN EACH OF THE FOREGOING CASES TO THE REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO TELECOM ITALIA S.P.A. S AND THE RECEIPT ISSUER S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO PARAGRAPH (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. D-2-6

15 EXHIBIT D-3 FORM OF X SECURITY TRANSFER REQUEST [NAME OF ISSUER] Securities (the Securities ): X Security ISIN: [ ] Maturity Date: Coupon Rate: [ ] REQUEST SIGNED BY AUTHORIZED REPRESENTATIVE OF CLEARING SYSTEM PARTICIPANT IDENTIFIED IN SECTION A: Date of Signature: Authorized Rep. Signature: Authorized Rep. : Authorized Rep. Position: Requested Transfer Date: / / M M D D Y Y Y Y To: ateam@acupay.com (Please confirm receipt of this request over the telephone by contacting the Acupay Ateam at ) THIS IS A REQUEST (an X Security Transfer Request ) from the Beneficial Owner and its Clearing System Participant listed below in Section A, to transfer the beneficial interest in the X Securities referred to above, to: an Eligible Beneficial Owner, in the form of a beneficial interest in X Receipt ISIN/CUSIP [ ]/[ ] OR a Non-Eligible Beneficial Owner, in the form of a beneficial interest in N Receipt ISIN/CUSIP [ ]/[ ] in the principal amount indicated in Section A. We understand that this request should be received by Acupay no later than 18:00 CET on the New York City Business Day prior to the requested transfer settlement date (the Transfer Date ). We certify that (i) the purchaser/transferee (the Purchaser ) of the beneficial interests in the Securities indicated above, is a Qualified Institutional Buyer (within the meaning given to such term in Rule 144A under the U.S. Securities Act of 1933, as amended), and (ii) the Purchaser understands that the limitations on transfer set forth in the legend in Exhibit I apply to the Securities and the Receipts and agrees to be observe and be bound such limitations. D-3-1

16 SECTION A TRANSFER FROM: of the Clearing System Clearing System Participant Clearing System Participant Account Number Amount ISIN Contact Person(s) at above mentioned Participant: Position D-3-2

17 SECTION B TRANSFER TO: DTC Participant Account DTC Participant Account Number Amount CUSIP Contact Person(s) at DTC Participant: Position FOR FURTHER CREDIT TO: (only applicable if the transferee Beneficial Owner uses an additional intermediary for the delivery of the securities) Account at DTC Participant Account Number at DTC Participant Contact Person(s) at DTC Participant: Position ON BEHALF OF THE BENEFICIAL OWNER Account Number Tax Identification Number Country of Tax Residence Mailing Address Contact Person (if the Beneficial Owner is not a Natural Person) D-3-3

18 Reference/Comments D-3-4

19 For use by Acupay, the Securities Depositary, the Trustee, and Receipt Issuer only. RECEIPT OF REQUEST ACKNOWLEDGED BY ACUPAY: Date: : Position: Signature: TRANSFER COMPLETION CONFIRMED BY CITI: Date: : Position: Signature: D-3-5

20 Exhibit I: Rule 144A Legend THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER AND EACH OF THE BENEFICIAL OWNERS OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ( RULE 144A ) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO ONLY OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, (A) TO TELECOM ITALIA S.P.A. OR ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT, IN THE CASE OF (D), FOR SO LONG AS THIS SECURITY IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 OF THE SECURITIES ACT) THE OFFER, SALE OR TRANSFER OF SUCH SECURITY SHALL BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS (WHETHER RESIDENT INSIDE OR OUTSIDE THE UNITED STATES) PURCHASING FOR THEIR ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND IN EACH OF THE FOREGOING CASES TO THE REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO TELECOM ITALIA S.P.A. S AND THE RECEIPT ISSUER S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO PARAGRAPH (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. D-3-6