Report 2010 - Italcementi Group

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Summary of resolutions The Annual General Shareholders’ meeting, held on April 19, 2011 in Bergamo, via Madonna della Neve no. 8, chaired by Mr. Giampiero Pesenti, having attended, in their own and by proxy no. 194 shareholders, holders of no. 118.912.640 ordinary shares over no. 177.117.564 ordinary outstanding shares, resolved Ordinary session: 1) to approve the financial statements as at December 31, 2010, along with the relevant Directors’ Report; 2) - to fully cover the loss of Euro 34,360,520.00 by withdrawing the same amount from the provision “Carried forward profits”, which decreases to Euro 3,635,176.77; - to withdraw Euro 33,438,049.56 from the Extraordinary Provision which therefore decreases from Euro 511,464,705.28 to Euro 478,026,655.72, distributing: * Euro 0.12 to no. 173,324,535 ordinary shares (net of no. 3,793,029 ordinary treasury shares held as at March 4, 2011); * Euro 0.12 to no. 105,325,878 savings shares (net of no. 105,500 savings treasury shares held as at March 4, 2011); which will be paid as of May 26, 2011 and coupon thereof will be drawn on May 23, 2011; 3) to agree with the Director’ Report on the Remuneration Policy; 4) having revoked the resolution authorizing the acquisition and disposal of treasury shares adopted by the ordinary Shareholders' Meeting of April 16th, 2010: - to authorize, pursuant to art. 2357 of the Italian Civil Code, the purchase of ordinary and/or savings treasury shares, within 18 months as of the resolution date in order to: • dispose of treasury shares: * to be transferred to employees and/or directors in connection with stock option plans reserved to employees and/or directors; * for medium/long-term investment purposes; • operate, in compliance with current regulations, directly or through intermediaries, in order to limit anomalous trends in share prices and to regularize stock exchange prices to face temporary distortions caused by excessive volatility or low trading liquidity; • create a treasury stock portfolio to serve extraordinary financial transactions or for other purposes deemed to be in the financial, business and /or strategic interests of the company; • offer shareholders an additional tool to monetize their investments. The purchase price of each share shall not exceed 15% of the average reference share price occurred on the same regulated market in the three sessions preceding each transaction; the overall consideration to be paid by the company for the purchase shall in no case exceed the amount of 100 million euro; the maximum number of ordinary and/or savings shares acquired shall not have an overall nominal value, including treasury shares already held as of the date hereof by the company and by the subsidiaries, in excess of one tenth of the share capital. 164
2010 Annual Report Presentazione 6 Consolidated Annual Report Directors’ report 28 Corporate Governance Consolidated financial statements 67 Italcementi S.p.A. financial statements Financial statements 154 Report of the Board of Statutory Auditors 159 Report of the Independent Auditors 162 Summary of resolutions 164 Furthermore: • the purchasing shall normally be conducted so that equitable treatment of shareholders is ensured and offers to purchase directly matched with pre-determined offers to sell are not allowed, or, taking into account the various possible purposes, in any other manner allowed under current laws and regulations governing the stock market on which the transactions are performed; • the shares shall be disposed of in any manner deemed appropriate to achieve the objectives pursued, directly or through intermediaries, in compliance with current applicable national and European laws and regulations; • treasury shares purchases and sales shall be performed in compliance with applicable laws and, specifically, with laws and regulations governing the stock market on which the transactions are performed; - to severally grant to the Chairman, Executive Deputy Chairman and Chief Executive Officer in office from time to time any power to proceed with the purchases and sales and in any case to execute the above resolutions, also through attorneys-in-fact, complying with any requirements presented by the competent authorities; 5) to appoint KPMG S.p.A. as independent audit firm for the legal audit of the yearly financial statements and consolidated financial statements for the 2011-2019 fiscal years and the limited review of the half year reports as at June 30th, 2011-2019 and to establish an aggregate annual remuneration equal to Euro 610,000 euro, divided as follows: Legal audit of the yearly financial statements and audit on the appropriate bookkeeping and correct representation of management facts in the accounts of Italcementi S.p.A. Hours Remuneration a. Audit of the yearly financial statements and audit on the appropriate bookkeeping and correct representation of management facts in the accounts of Italcementi S.p.A., except for the activities described under point b below. 3,280 366,000 b. Audit of the yearly financial statements of the following subsidiaries: Axim Italia S.r.l., Ing. Sala S.p.A., Silos Granari della Sicilia S.r.l., Gruppo Italsfusi S.r.l., C.T.G. S.p.A., Nuova Sacelit S.r.l., 120 14,000 3,400 380,000 Legal audit of the Group consolidated financial statements 700 79,000 Limited review of the consolidated half year report of Italcementi S.p.A. 1,200 151,000 Total 5,300 610,000 6) to fix in 20 (twenty) the number of the Board of Directors’ members and to appoint Mr. Lorenzo Renato Guerini director of the Company, who will remain in office until term of the office of the current Board, i.e. until the approval of the financial statements as at December 31, 2012; 7) - to grant, as of January 1, 2011 and until a subsequent resolution will dispose otherwise: * a gross annual remuneration of Euro 45,000 for each member of the Board of Directors of Italcementi S.p.A., to be increased to a gross annual remuneration of Euro 90,000 for those directors who are members of the Executive Committee; * gross annual remuneration of Euro 100,000 for the entire Committee for Transactions with Related Parties; - to grant to the entire Committee for Transactions with Related Parties an additional gross annual remuneration of Euro 40,000 for the activities carried out in 2010. 8) to approve the cancellation of the «Stock option plan for directors - 2007» and the «Stock option plan for senior managers - 2008»; 165 www.italcementigroup.com
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2010 Annual Report
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2010 Annual Report Italcementi S.p.
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In the past three financial years w
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2010 Annual Report Presentation Gen
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Directors’ report Following the a
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Significant events for the year Sig
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Business and financial performance
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Fourth-quarter sales volumes and in
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Revenues and operating results Cont
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Total comprehensive income In 2010,
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Net debt breakdown (in millions of
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2010 to the Internal Control Commit
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Conformity risks The Group is subje
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constraints imposed by the stringen
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The construction sector reported a
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ASIA Thailand India Others (1) Tota
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The reduction arose essentially as
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Turkey Work continued in 2010 to ob
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variable amount. The fixed amount i
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Information systems The three-year
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Raw materials and alternative fuels
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Engineering, technical assistance,
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serves public companies and institu
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Set Group Holding represents a sign
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Financial statements Balance sheet
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Statement of comprehensive income (
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Consolidated cash flow statement No
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21. Deferred tax 22. Net debt 23. O
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no longer generate goodwill, nor ga
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Subsidiaries Subsidiaries are compa
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1.5. Translation of foreign currenc
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1.10. Intangible assets Intangible
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deferred tax assets are reviewed at
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Pending publication of a standard/i
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2. Exchange rates used to translate
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4. Operating segment disclosure The
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Operating segments The table below
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The table below sets out other segm
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Assets 5 Property, plant and equipm
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6.2 Goodwill testing Goodwill acqui
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“Concessions” are amortized ove
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9. Other equity investments This no
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12. Trade receivables (in thousands
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17. Dividends paid Dividends declar
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The movements in defined benefit li
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20. Provisions Non-current and curr
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Page 114 and 115: ) in the third quarter of 2010, Ita
Page 116 and 117: v) in the third quarter of 2010, Ci
Page 118 and 119: Fair value - hierarchy In determini
Page 120 and 121: In 2009 and 2010, in view of the su
Page 122 and 123: 22.4 Interest-rate risk Notional va
Page 124 and 125: 22.6 Exposure to exchange-rate risk
Page 126 and 127: 22.8 Hedge Accounting The effects a
Page 128 and 129: At December 31, 2010, the average m
Page 130 and 131: 25. Goods and utilities expenses Go
Page 132 and 133: The following table sets out the de
Page 134 and 135: The reconciliation between the theo
Page 136 and 137: 34. Transactions with related parti
Page 138 and 139: 36. Cash flow statement 36.1. Cash
Page 140 and 141: 38. Considerations to the Independe
Page 142 and 143: Annex 1 The following table has bee
Page 144 and 145: Company Registered office Share cap
Page 150: Representation form pursuant to art
Page 154 and 155: Financial statements Balance sheet
Page 156 and 157: Statement of comprehensive income (
Page 158 and 159: Cash flow statement 2010 2009 (euro
Page 160 and 161: Transactions with related parties o
Page 166 and 167: Extraordinary session: 1) to amend
Page 168 and 169: Report on Corporate Governance and
Page 170 and 171: c) Significant shareholders as disc
Page 172 and 173: In the event of presentation of mor
Page 174 and 175: By resolution of June 20 th , 2007,
Page 176 and 177: d) Analysis of controls at process
Page 178 and 179: 8) the various company functions, w
Page 180 and 181: knowledge of the company and its dy
Page 182 and 183: Emilio Zanetti * Unione di Banche I
Page 184 and 185: at their request, the Chief Executi
Page 186 and 187: The lists must be presented at the
Page 188 and 189: - for the simultaneous replacement
Page 190 and 191: Within the Board of Directors, the
Page 192 and 193: their level of agreement has been m
Page 194 and 195: The Board of Directors, with the as
Page 196 and 197: TABLE 2 BOARD OF STATUTORY AUDITORS
Page 198 and 199: Code of ethics The Code, approved f
Page 200 and 201: only if the unrelated shareholders
Page 202 and 203: EQUITY INVESTMENTS OF DIRECTORS, ST
Page 204 and 205: parent company, on a regular basis,
Page 206 and 207: Stock option plan for directors - 2
Page 208 and 209: Based on the opinion of the Committ
Page 210 and 211: g) Share capital increase; disposal
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Italcementi S.p.A. will have a pre-
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iii) approving for each assignee th
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Annex 1 Highlights from the most re
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(in thousands of euro) Full name Po
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STOCK OPTIONS GRANTED TO DIRECTORS
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CIMENTS FRANÇAIS S.A. Options held
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Corporate bodies resulting from the
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italcementi S.p.A. Via G. Camozzi,
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Report 2010 - Italcementi Group

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