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History of the Share Capital of Wind Telecomunicazioni SpA.

December 31, 2006

On this date the reverse merger by incorporation of Wind Acquisition Finance S.p.A. in WIND Telecomunicazioni S.p.A. is effective. From this date onwards, as a result of the merger, the entire share capital of WIND, amounting to 147.100.000,00 euro and consisting of 146.100.000 ordinary shares without nominal value, is held by Wind Acquisition Holdings Finance S.p.A., the former single shareholder of Wind Acquisition Finance S.p.A.
 

February 8, 2006

The transfer of Enel SpA’s remaining shares in Wind to Wind Acquisition Finance SpA is completed. As of this date WIND’s share capital, amounting to €147,100,000.00 and represented by 146,100,000 ordinary shares without a par value, is entirely owned by Wind Acquisition Finance SpA.
 

August 11, 2005

Enel Investment Holding BV transfers 91,681,074 of the shares it owns (equal to 62.75% of the share capital) to Wind Acquisition Finance SpA.
Based on the above, Wind’s shareholder structure is as follows:
  • 91,681,074 shares owned by Wind Acquisition Finance SpA (equal to 62.75% of the share capital);
  • 54,418,926 shares owned by Enel SpA (37.25% of the share capital)
 

June 23, 2005

A Special General Meeting of WIND's shareholders held on June 23, 2005 has resolved to increase the Company's share capital from 146,100,000.00 euros to 147,100,000.00 euros. The increase has been proportionately subscribed by the existing shareholders, Enel SpA and Enel Investment Holding BV. The above resolution was filed with the Companies' Register on July 11, 2005.

WIND's new fully paid-in share capital amounts to 147,100,000.00 euros, represented by 146,100,000 ordinary shares without a par value. Article 5 of the Articles of Association has been appropriately amended."
 

July 1, 2003

July 1, 2003 Wirefree Services Belgium SA trasfers its 37,311,300 shares (corresponding to 26.575% of the share capital) to Enel Investment Holding BV.
As per above, the share capital of Wind is distributed as follows:
  • n. 91,681,074 shares to Enel Investment Holding BV (corresponding to 65.3% of the share capital);
  • n. 48,718,926 shares to Enel SpA (corresponding to 34.7% of the share capital).
 

March 20, 2003

The extraordinary shareholders' meeting of Wind resolved upon:
  • reducing the share capital to cover losses from Euro 566,611,485.00 to Euro 7,400,000.00;
  • increasing the share capital from Euro 7,400,000.00 to Euro 140,400,000.00 by issuing 133,000,000 shares with an ordinary dividend entitlement and with a nominal value of 1 Euro each to be assigned to the shareholders on the basis of the full payment pro quota already done.
As per above, the share capital of Wind is equal to Euro 140,400,000.00 and the shares are distributed as follows:
  • n. 54,369,774 to Enel Investment Holding BV (corresponding to 38.725% of the share capital);
  • n. 48,718,926 to Enel SpA (corresponding to 34.7% of the share capital);
  • n. 37,311,300 to Wirefree Services Belgium SA (corresponding to 26.575% of the share capital).
 

October 10, 2002

The extraordinary shareholders' of Wind resolved upon:
  • reducing the share capital to cover losses from Euro 712,291,485.00 to Euro 331,611,485.00;
  • increasing the share capital from Euro 331,611,485.00 to Euro 566,611,485.00 by issuing 235,000,000 new ordinary shares with an ordinary dividend entitlement and to be paid at par.
As per above and following to the full payment pro quota by all the shareholders, the share capital is therefore equal to Euro 566,611,485.00 and the shares are distributed as follows:
  • n. 219,419,760 to Enel Investment Holding BV (corresponding to 38.725% of the share capital);
  • n. 196,614,721 to Enel SpA (corresponding to 34.7% of the share capital);
  • n. 150,577,004 to Wirefree Services SA (corresponding to 26.575% of the share capital).
 

September 13, 2001

The extraordinary shareholders' meeting of Wind resolved upon changing the share capital from Italian lire into the European single currency, Euro. The share capital of €712,291,485.00 made up of 712,291,485.00 shares with a nominal value of 1 Euro each, was distributed as follows:
  • Enel SpA: 34.7% corresponding to 247,165,681 shares;
  • Wirefree Services Belgium: 26.575% corresponding to 189,291,464 shares;
  • Enel Investment Holding BV: 38.725% corresponding to 275,834,340 shares.
The merging by incorporation of Infostrada SpA into Wind Telecomunicazioni SpA did not modify the structure of the share capital.
 

July 30, 2001

The extraordinary shareholders’ meeting of Wind resolved upon:
  • reducing the share capital to cover losses from Lit. 1,618,087,558,000 to Lit. 872,914,290,000;
  • increasing the share capital from Lit. 872,914,290,000 to Lit. 1,424,582,970,000 to be fully paid by Enel Investment Holding BV through the contribution of the whole of Infostrada SpA's shares.
 

March 28, 2001

The extraordinary shareholders’ meeting of Wind, resolved upon:
  • reducing the share capital to cover losses as of December 31, 2000, from Lit. 2,189,964,813,000 to Lit. 768,087,558,000;
  • increasing the share capital from Lit. 768,087,558,000 to Lit. 1,618,087,558,000 by issuing 850,000,000 new shares with a nominal value of Lit. 1,000 each to be paid at par and distributed as follows:
    - 481,355,000 to Enel SpA;
    - 368,645,000 to France Télécom Participations Belgium SA.
 

July 27, 2000

DT/FT Holding GmbH transferred its shares as follows:
  • July 27, 2000: 123,295,019 shares to Enel SpA that therefore held 1,240,177,074 shares corresponding to a stake of 56.63% of the share capital of Wind;
  • July 27, 2000 and August 4, 2000: the remaining 949,787,739 shares to France Télécom Participations Belgium SA (a company totally owned by France Télécom SA) corresponding to a stake of 43.37%.
 

April 20, 2000

The extraordinary shareholders’ meeting of Wind, resolved upon:
  • reducing the share capital to cover losses as of December 31, 1999, from Lit. 1,751,584,313,000 to Lit. 889,964,813,000;
  • increasing the share capital from Lit. 889,964,813,000 to Lit. 2,189,964,813,000 by issuing 1,300,000,000 new shares with a nominal value of Lit. 1,000 each to be paid at par (and with date of possession January 1, 2000) pro quota in cash with date of value March 24, 2000. The shares were distributed as follows:
    - 663 million to Enel SpA;
    - 637 million to DT/FT Italian Holding GmbH.
 

March 25, 1999

The extraordinary shareholders’ meeting of Wind resolved upon approving an indivisible increase in the share capital from Lit. 600 billion to Lit. 1,751,584,313,000, by issuing 1,151,584,313 new shares with a nominal value of 1,000 each to be paid at par as follows:
  • Enel SpA: 587,308,000 shares - corresponding to Lit. 587,308,000,000 - to be fully paid through the contribution in kind of the corporate division “Struttura Servizi di Telecomunicazioni - ENEL STC”; following the transaction, Enel held 893,308,000 total shares amounting to Lit. 893,308,000,000 (i.e., 51% of the overall share capital);
  •  DT/FT Italian Holding GmbH (a company established under the German law to which France Télécom and Deutsche Telekom transferred their stakes): 564,276,313 shares - corresponding to Lit. 564,276,313,000 - to be fully paid in cash; following to the transaction, DT/FT Italian Holding GmbH held 858,276,313 shares amounting to Lit. 858,276,313,000 (i.e., 49% of the share capital).
 

May 5, 1998

The board of directors of Wind, pursuant to section 2443 of the Italian civil code, resolved upon increasing the share capital from Lit. 200 billion to Lit. 600 billion, by issuing 400 million ordinary shares with a nominal value of 1,000 each. Such increase was fully paid up in cash as follows:
  • Enel SpA: 51% corresponding to 204,000,000 shares amounting to Lit. 204,000,000,000, for a total number of 306,000,000 shares amounting to Lit. 306,000,000,000;
  • Deutsche Telekom AG: 24.5% corresponding to 98,000,000 shares amounting to Lit. 98,000,000,000, for a total number of 147,000,000 shares amounting to Lit. 147,000,000,000;
  • France Télécom SA: 24.5% corresponding to 98,000,000 shares amounting to Lit. 98,000,000,000, for a total number of 147,000,000 shares amounting to Lit. 147,000,000,000.
 

January 9, 1998

The board of directors of Wind, pursuant to section 2443 of the Italian civil code, resolved upon increasing the share capital from Lit. 10 billion to Lit. 200 billion, by issuing 190 million ordinary shares with a nominal value of 1,000 each. Such increase was fully paid up in cash as follows:
  • Enel SpA: 51% corresponding to 96,900,000 shares amounting to Lit. 96,900,000,000, for a total number of 102,000,000 shares amounting to Lit. 102,000,000,000;
  • Deutsche Telekom AG: 24.5% corresponding to 46,550,000 shares amounting to 46,550,000,000, for a total number of 49,000,000 shares amounting to Lit. 49,000,000,000;
  • France Télécom SA: 24.5% corresponding to 46,550,000 shares amounting to 46,550,000,000, for a total number of 49,000,000 shares amounting to Lit. 49,000,000,000.
 
 
 
 
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