Antonio Camacho & CICO

Antonio Camacho johtaa Espanjassa organisoidun talousrikosten vastaista toimintaa. (state secretary of security) Vahan kuin Rajamaki Suomessa, mutta 100 kertaa tehokkaampi ja paremalla koulutuksella ja kokemuksella. Alla mainittu espanjalainen Telefonica. Lahettakaa Sonera-sopimus Antoniolle ja pyytakaa kommenttia. Vaatikaa samalla sen suomalaisen syyttaja-idiootin joka etsii Sonera-kirjan kirjoittajaa eromaan. Muuten mika sen syyttaja hepun nimi on? Miten on mahdollista etta tuollaista voi tapahtua????
Onko Kokoomuspuolueen jasen kuten syyttaja Santavuori?

Suomalaisella talousmafialla on pitkat lonkerot ja perinteet ja se toimii hyvin nakymattomasti. Soneran osakeannin jarjestajina toimivat mm amer. investointipankki Goldman Sachs ja Merita-Nordbanken. Annilla Sonera ei kerannyt aivan pikkurahoja. Rahat ja muut tulot onnistuttiin kuitenkin havittamaan. Haisee pahasti rahanpesulta? Suomalaisen syyttajalaitoksen mukaan ei ole mitenkaan ihmeellista etta miljardit pystytttiin hukkaamaan noin vain? Oi tuota suomalaista hyva veli mafiaa!!! OIkeuslaitos, TuLLILaitos, VeroHallinto, Ministeriot!! Centro De Criminalidad Organizada FINLANDIA


Sonera Holding, B.V.
c/o Sonera Corporation
P.O. Box 106
FIN-00051-SONERA
Teollisuuskatu 15, Helsinki
Attn: Kaj-Erik Relander,
Deputy Chief Executive Officer
Facsimile: 011 358 2040 3770

It is however agreed and understood between the Parties that in no case the
Founding Parties may initially hold, following the transfer(s) under
section 5.2 above, an initial Percentage Interest of less than the
followings:

Telefonica/Sonera 44,8%
Acea-Tel - Mixersei 12%
Banca di Roma 11%
Goldenegg 3,2%
Xera 4%
e.Planet 0,5%

The Percentage Interest of Telefonica - Sonera will be hold in accordance
with section 5.5 below.

The above Percentage Interest of Acea-Tel - Mixersei will be split in
accordance with section 5.6 below (1/2,12 Mixersei and 1,12/2,12 Acea-Tel).

Should any Additional Partner decide not to participate the Operating
Company, Acea-Tel/Mixersei, Banca di Roma and Goldenegg will be entitled to
sell not later than September 8, 2000 to Telefonica/Sonera (who shall
purchase) all or part of its remaining equity ("Remaining Equity" meaning
the quota held by each of Acea-Tel/Mixersei, Banca di Roma, and Goldenegg
in excess of the above percentages).

The price shall be equal to the nominal value of the share capital of the
Operating Company actually paid-up by the Founding Parties.

The transfer of the applicable Remaining Equity to Telefonica/Sonera will
immediately occur upon delivery of a notice of exercise of the above put
option. The transfer of shares shall be implemented according to Italian
Law. The Operating Company will provide the Parties with the appropriate
share certificates for the convenient exercise of the put option.

It is understood that should Sonera hold more than 20% of the capital of
the Operating Company, Sonera will be entitled to sell to Telefonica as a
Permitted Transfer the shares held by Sonera in excess of the above
percentage.





It is understood that the exercise of the put option by any of Acea-Tel and
Mixersei shall be considered as exercise of the put option by both of them
in the same proportion of the rate fixed for the merger pursuant to section
5.6 below. At this purpose Acea-Tel and Mixersei grant each other with this
Agreement the necessary power of attorney.

5.4 From the date of incorporation of the Operating Company up to September 11,
2000, the addition of any new partner (the "New Partner") shall be subject
to the fulfillment of the following conditions:

(i) unanimous approval by the Founding Parties;

(ii) such participation shall not be contrary to the Tender Regulations
and the terms and conditions of the Licence;

(iii) such New Partner becoming a shareholder of the Operating Company;

(iv) the execution by such New Partner of this Association Agreement,
being understood that with the execution of this Agreement each
additional partner shall become a Party to: (a) this Association
Agreement or the Shareholders' Agreement; (b) any other agreement
existing among the Parties to this Association Agreement in
relation to the Project.

5.5 It is expressely agreed that Telefonica and Sonera shall exercise their
voting rights as whole block, under the control of Telefonica.

It is further expressely agreed that Telefonica and Sonera shall make their
best efforts to hold their Percentage Interest in the Operating Company
through a special Shareholding Company jointly owned by Telefonica and
Sonera at least on a 60:40 basis respectively ("Telefonica/Sonera"), being
understood that: (i) Telefonica and Sonera shall remain fully and solely
responsible for the obligations of such special purpose vehicle under or in
connection with this Association Agreement; (ii) such indirect ownership of
the shares in the Operating Company is not in violation with any ownership
conditions of the Tender Regulations, of the License and of any laws and/or
any rules provided by any competent authorities.

For the avoidance of doubt the commitment of Telefonica and Sonera to act
as a whole block will be maintained also if the above special Shareholding
Company will not be incorporated.

Any alternative solution to the mentioned special Shareholding Company,
jointly owned by Telefonica and Sonera at least on a 60:40 basis
respectively,


11


shall be subject to the approval by the other Founding Parties, which
approval will not be unreasonably withheld or delayed.

It is further acknowledged and agreed that any transfer of shares from
Sonera to Telefonica (even in the special Shareholding Company) shall be
considered as a Permitted Transfer for the purpose of this Agreement
(provided that such transfers shall not be made in violation of any
ownership conditions of the Tender Regulations and/or of the License and of
any laws and/or any rules provided by any competent authorities).

Sonera grants a call option to Telefonica whereby (a) Telefonica is obliged
to buy and Sonera is obliged to sell its shares in the Operating Company;
or (b) Telefonica shall cause that the participation of Sonera in the
Operating Company be purchased by a third party, if any of the following
events shall occur:

(i) Sonera will be taken over by a Telefonica's competitor between
the date hereof and the 12th of September 2000, or

(ii) Sonera will be taken over by a Telefonica's competitor
(including any party who is taking part to the Tender with other
participants) during the period comprised between the 12th of
September and the granting of the License,

provided however that, if any take over is threatened over Sonera as a
consequence of which the Authority may potentially require Sonera to exit
from the Operating Company (should the change of control over Sonera
prejudice the granting of the License), then from the date hereof, Sonera
undertakes with Telefonica and the other Parties to adopt all such measures
which will be deemed necessary to secure that its voting right in the
Operating Company will be exercised by Telefonica until this situation has
been duly solved.

If after the granting of the License, a change of control over a
participation controlled by Sonera occurs, as a consequence of which the
Authority requires Sonera to exit from the Operating Company (comunicating
that the change of control over Sonera will prejudice the maintainance of
the License) Telefonica will have a call option and Sonera will have a put
option over Sonera's participation.

The further transfer of any share acquired by Telefonica through the
application of the put option above will be considered as a Permitted
Transfer.


12


The price, terms, conditions and procedures to exercise the put and call
option set out in the above paragraphs (i) will be agreed upon Telefonica
and Sonera and (ii) shall be not in violation of any ownership conditions
of the Tender Regulations and/or of the License.

5.6 The initial investment in the Operating Company on behalf of Atlanet will
be made by the two merging companies, Mixersei and Acea-Tel, in the same
proportion of the rate fixed for the merger (1/2,12 Mixersei and 1,12/2,12
Acea-Tel).

The Parties further acknowledge and agree that, as of its incorporation,
either (i) Atlanet, (ii) or a wholly owned Subsidiary of this company or
(iii) if so decided among them, directly the two existing shareholders of
Acea-Tel and those of Mixersei, shall succeed to Acea-Tel and Mixersei
under this Association Agreement, thereby becoming a Party hereto as if it
had been an initial signatory hereof. The Parties also acknowledge and
agree that in the event that Atlanet is not incorporated on or before
September 30, 2001, then Acea-Tel and Mixersei shall remain Parties to this
Association Agreement with their respective shareholdings.

It is understood that the merger between Acea-Tel and Mixersei and the
consequent incorporation of Atlanet shall be considered, as well as any
transfer of shares between them, as a Permitted Transfer for the purpose of
this Agreement, provided that such transfers shall not be made in violation
of any ownership conditions of the Tender Regulations and/or of the
License.

It is further agreed and understood that Acea-Tel and Mixersei shall be
severally and not jointly liable under the Agreement.

It is agreed and understood that under the Agreement Acea, Telefonica Data,
Fiat and Ifil are not prevented nor limited to transfer their participation
in Acea-Tel, Mixersei and/or Atlanet. It is understood that in the case of
this section 5.6 (iii) Acea, Telefonica Data, Fiat and Ifil will be
entitled to transfer their participation to another company of their
respective groups as a Permitted Transfer.

5.7 It is also agreed and understood that any transfer of shares between
Goldenegg and its associated company Discount Investment Corporation Ltd (a
company organized under the Law of Israel and with registered office in
Tel-Aviv) and/or their Affiliate and Subsidiary, shall be considered as a
Permitted Transfer for the purpose of this Agreement (provided that such
transfers shall not be made in violation of any ownership conditions of the
Tender Regulations and/or of the License).


13


5.8 It is further agreed and understood that to any of the purposes expressed
in this section 5, each of the Parties undertakes: (i) to comply with all
the terms and conditions required under the applicable laws and/or any
rules provided by any competent authorities; (ii) to obtain all necessary
consents and approvals from the competent authorities.

5.9 For the purpose of this Agreement "Percentage Interest" means the aggregate
number of shares of the Operating Company from time to time held by the
shareholders of the Operating Company.

SECTION 6 - INITIAL CAPITAL CONTRIBUTION OF THE OPERATING COMPANY

6.1 The Parties agree on a contribution of the Operating Company in the amount
of 2.500 millions Euro (the "Initial Amount"), to be contributed in capital
and premium ("SOVRAPREZZO") in the form agreed between them.
1103
Äänestä

Muut lukivat myös

Vastaukset 1

Vanhimmat

..oikeidessa näki, kuinka alhaisella tasolla pelattiin Soneralla. Toimistusjohtaja oli valinnut itselleen pelleporukan. Sonera malli esimerkiksi yritysmaailmaan, kuin hyvän asian voi tuhota täydelliset ahneet, pikku nilkki, johtajat...

Miettikääpä jos tämä niljakas ryhmä olisi päästetty Nokiaa pilaamaan, Ollila on nero, koska hänellä on nerokkaita kavereita.

Pilkka kirjan kirjoittaminen on halvin mahdollinen noteeraus kirjoittajaltaan, ahneuden kiristys keino sekin?

Roska sakkia, vain muutaman idiootin tähden...

Äänestä

Kommentoi aloitusta


secretaria de Estado kirjoitti:

Antonio Camacho johtaa Espanjassa organisoidun talousrikosten vastaista toimintaa. (state secretary of security) Vahan kuin Rajamaki Suomessa, mutta 100 kertaa tehokkaampi ja paremalla koulutuksella ja kokemuksella. Alla mainittu espanjalainen Telefonica. Lahettakaa Sonera-sopimus Antoniolle ja pyytakaa kommenttia. Vaatikaa samalla sen suomalaisen syyttaja-idiootin joka etsii Sonera-kirjan kirjoittajaa eromaan. Muuten mika sen syyttaja hepun nimi on? Miten on mahdollista etta tuollaista voi tapahtua????
Onko Kokoomuspuolueen jasen kuten syyttaja Santavuori?

Suomalaisella talousmafialla on pitkat lonkerot ja perinteet ja se toimii hyvin nakymattomasti. Soneran osakeannin jarjestajina toimivat mm amer. investointipankki Goldman Sachs ja Merita-Nordbanken. Annilla Sonera ei kerannyt aivan pikkurahoja. Rahat ja muut tulot onnistuttiin kuitenkin havittamaan. Haisee pahasti rahanpesulta? Suomalaisen syyttajalaitoksen mukaan ei ole mitenkaan ihmeellista etta miljardit pystytttiin hukkaamaan noin vain? Oi tuota suomalaista hyva veli mafiaa!!! OIkeuslaitos, TuLLILaitos, VeroHallinto, Ministeriot!! Centro De Criminalidad Organizada FINLANDIA


Sonera Holding, B.V.
c/o Sonera Corporation
P.O. Box 106
FIN-00051-SONERA
Teollisuuskatu 15, Helsinki
Attn: Kaj-Erik Relander,
Deputy Chief Executive Officer
Facsimile: 011 358 2040 3770

It is however agreed and understood between the Parties that in no case the
Founding Parties may initially hold, following the transfer(s) under
section 5.2 above, an initial Percentage Interest of less than the
followings:

Telefonica/Sonera 44,8%
Acea-Tel - Mixersei 12%
Banca di Roma 11%
Goldenegg 3,2%
Xera 4%
e.Planet 0,5%

The Percentage Interest of Telefonica - Sonera will be hold in accordance
with section 5.5 below.

The above Percentage Interest of Acea-Tel - Mixersei will be split in
accordance with section 5.6 below (1/2,12 Mixersei and 1,12/2,12 Acea-Tel).

Should any Additional Partner decide not to participate the Operating
Company, Acea-Tel/Mixersei, Banca di Roma and Goldenegg will be entitled to
sell not later than September 8, 2000 to Telefonica/Sonera (who shall
purchase) all or part of its remaining equity ("Remaining Equity" meaning
the quota held by each of Acea-Tel/Mixersei, Banca di Roma, and Goldenegg
in excess of the above percentages).

The price shall be equal to the nominal value of the share capital of the
Operating Company actually paid-up by the Founding Parties.

The transfer of the applicable Remaining Equity to Telefonica/Sonera will
immediately occur upon delivery of a notice of exercise of the above put
option. The transfer of shares shall be implemented according to Italian
Law. The Operating Company will provide the Parties with the appropriate
share certificates for the convenient exercise of the put option.

It is understood that should Sonera hold more than 20% of the capital of
the Operating Company, Sonera will be entitled to sell to Telefonica as a
Permitted Transfer the shares held by Sonera in excess of the above
percentage.





It is understood that the exercise of the put option by any of Acea-Tel and
Mixersei shall be considered as exercise of the put option by both of them
in the same proportion of the rate fixed for the merger pursuant to section
5.6 below. At this purpose Acea-Tel and Mixersei grant each other with this
Agreement the necessary power of attorney.

5.4 From the date of incorporation of the Operating Company up to September 11,
2000, the addition of any new partner (the "New Partner") shall be subject
to the fulfillment of the following conditions:

(i) unanimous approval by the Founding Parties;

(ii) such participation shall not be contrary to the Tender Regulations
and the terms and conditions of the Licence;

(iii) such New Partner becoming a shareholder of the Operating Company;

(iv) the execution by such New Partner of this Association Agreement,
being understood that with the execution of this Agreement each
additional partner shall become a Party to: (a) this Association
Agreement or the Shareholders' Agreement; (b) any other agreement
existing among the Parties to this Association Agreement in
relation to the Project.

5.5 It is expressely agreed that Telefonica and Sonera shall exercise their
voting rights as whole block, under the control of Telefonica.

It is further expressely agreed that Telefonica and Sonera shall make their
best efforts to hold their Percentage Interest in the Operating Company
through a special Shareholding Company jointly owned by Telefonica and
Sonera at least on a 60:40 basis respectively ("Telefonica/Sonera"), being
understood that: (i) Telefonica and Sonera shall remain fully and solely
responsible for the obligations of such special purpose vehicle under or in
connection with this Association Agreement; (ii) such indirect ownership of
the shares in the Operating Company is not in violation with any ownership
conditions of the Tender Regulations, of the License and of any laws and/or
any rules provided by any competent authorities.

For the avoidance of doubt the commitment of Telefonica and Sonera to act
as a whole block will be maintained also if the above special Shareholding
Company will not be incorporated.

Any alternative solution to the mentioned special Shareholding Company,
jointly owned by Telefonica and Sonera at least on a 60:40 basis
respectively,


11


shall be subject to the approval by the other Founding Parties, which
approval will not be unreasonably withheld or delayed.

It is further acknowledged and agreed that any transfer of shares from
Sonera to Telefonica (even in the special Shareholding Company) shall be
considered as a Permitted Transfer for the purpose of this Agreement
(provided that such transfers shall not be made in violation of any
ownership conditions of the Tender Regulations and/or of the License and of
any laws and/or any rules provided by any competent authorities).

Sonera grants a call option to Telefonica whereby (a) Telefonica is obliged
to buy and Sonera is obliged to sell its shares in the Operating Company;
or (b) Telefonica shall cause that the participation of Sonera in the
Operating Company be purchased by a third party, if any of the following
events shall occur:

(i) Sonera will be taken over by a Telefonica's competitor between
the date hereof and the 12th of September 2000, or

(ii) Sonera will be taken over by a Telefonica's competitor
(including any party who is taking part to the Tender with other
participants) during the period comprised between the 12th of
September and the granting of the License,

provided however that, if any take over is threatened over Sonera as a
consequence of which the Authority may potentially require Sonera to exit
from the Operating Company (should the change of control over Sonera
prejudice the granting of the License), then from the date hereof, Sonera
undertakes with Telefonica and the other Parties to adopt all such measures
which will be deemed necessary to secure that its voting right in the
Operating Company will be exercised by Telefonica until this situation has
been duly solved.

If after the granting of the License, a change of control over a
participation controlled by Sonera occurs, as a consequence of which the
Authority requires Sonera to exit from the Operating Company (comunicating
that the change of control over Sonera will prejudice the maintainance of
the License) Telefonica will have a call option and Sonera will have a put
option over Sonera's participation.

The further transfer of any share acquired by Telefonica through the
application of the put option above will be considered as a Permitted
Transfer.


12


The price, terms, conditions and procedures to exercise the put and call
option set out in the above paragraphs (i) will be agreed upon Telefonica
and Sonera and (ii) shall be not in violation of any ownership conditions
of the Tender Regulations and/or of the License.

5.6 The initial investment in the Operating Company on behalf of Atlanet will
be made by the two merging companies, Mixersei and Acea-Tel, in the same
proportion of the rate fixed for the merger (1/2,12 Mixersei and 1,12/2,12
Acea-Tel).

The Parties further acknowledge and agree that, as of its incorporation,
either (i) Atlanet, (ii) or a wholly owned Subsidiary of this company or
(iii) if so decided among them, directly the two existing shareholders of
Acea-Tel and those of Mixersei, shall succeed to Acea-Tel and Mixersei
under this Association Agreement, thereby becoming a Party hereto as if it
had been an initial signatory hereof. The Parties also acknowledge and
agree that in the event that Atlanet is not incorporated on or before
September 30, 2001, then Acea-Tel and Mixersei shall remain Parties to this
Association Agreement with their respective shareholdings.

It is understood that the merger between Acea-Tel and Mixersei and the
consequent incorporation of Atlanet shall be considered, as well as any
transfer of shares between them, as a Permitted Transfer for the purpose of
this Agreement, provided that such transfers shall not be made in violation
of any ownership conditions of the Tender Regulations and/or of the
License.

It is further agreed and understood that Acea-Tel and Mixersei shall be
severally and not jointly liable under the Agreement.

It is agreed and understood that under the Agreement Acea, Telefonica Data,
Fiat and Ifil are not prevented nor limited to transfer their participation
in Acea-Tel, Mixersei and/or Atlanet. It is understood that in the case of
this section 5.6 (iii) Acea, Telefonica Data, Fiat and Ifil will be
entitled to transfer their participation to another company of their
respective groups as a Permitted Transfer.

5.7 It is also agreed and understood that any transfer of shares between
Goldenegg and its associated company Discount Investment Corporation Ltd (a
company organized under the Law of Israel and with registered office in
Tel-Aviv) and/or their Affiliate and Subsidiary, shall be considered as a
Permitted Transfer for the purpose of this Agreement (provided that such
transfers shall not be made in violation of any ownership conditions of the
Tender Regulations and/or of the License).


13


5.8 It is further agreed and understood that to any of the purposes expressed
in this section 5, each of the Parties undertakes: (i) to comply with all
the terms and conditions required under the applicable laws and/or any
rules provided by any competent authorities; (ii) to obtain all necessary
consents and approvals from the competent authorities.

5.9 For the purpose of this Agreement "Percentage Interest" means the aggregate
number of shares of the Operating Company from time to time held by the
shareholders of the Operating Company.

SECTION 6 - INITIAL CAPITAL CONTRIBUTION OF THE OPERATING COMPANY

6.1 The Parties agree on a contribution of the Operating Company in the amount
of 2.500 millions Euro (the "Initial Amount"), to be contributed in capital
and premium ("SOVRAPREZZO") in the form agreed between them.

Anonyymi
5000

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