2012 Annual Report - Italcementi Group

2012 Annual Report
Presentation 4
General information 14
Annual Report Consolidated Annual Report Directors’ report 146
Sustainability disclosure Italcementi S.p.A. Annual Report Separate financial statements 241
Extraordinary session 351
Lists must be filed at the Company head offices or by sending notice to the certified electronic mail address
indicated in the notice of call, at least 25 days before the date set for the Shareholders’ Meeting in first or
single call; this, together with the means and minimum stake required to file the lists, must be mentioned in the
notice of call.
Lists may only be presented by Shareholders who, alone or together with other shareholders, are able to
provide evidence that they hold a percentage of the share capital with voting rights no lower than that
determined by CONSOB pursuant to the regulations in force for the appointment of the Board of Directors. For
2012, the established threshold is 2.5% of the ordinary share capital.
No shareholder may file or participate in the presentation of more than one list, directly or through a third party
or trust company, or vote for different lists.
Shareholders belonging to the same group and shareholders who join a shareholders’ agreement on the
Company shares may not file or vote for more than one list, neither through a third party or trust companies.
Lists filed in violation of these restrictions will not be accepted.
Each candidate may be on one list only under penalty of ineligibility.
The lists that have a total number of candidates equal to or greater than three must be composed of
candidates belonging to both genders, so that one or the other gender is represented by at least one third
(rounded upwards) of candidates for the office of Acting Auditor and at least one third (rounded upwards) of the
candidates for the office of Substitute Auditor. At the time of their filing, lists must include:
a) statements whereby individual candidates:
* accept their candidature;
* under his/her own responsibility state:
- entitlement to the professional requirements envisaged by the By-laws;
- the non-existence of causes for ineligibility or incompatibility;
- entitlement to the good reputation requirements established by the law;
- entitlement to the independence criteria required by the law and by the Code of Conduct, if any;
b) a brief curriculum on the personal and professional skills of each candidate with an indication of their
position as director and statutory auditor in other companies;
c) information on the identity of the shareholders who have presented lists. The certification or statement
proving ownership of the shareholding prescribed by the law in force when the list is presented may also be
produced after the filing of the list provided that it reaches the company within the term envisaged by the
regulation in force for the publication of lists by the Company;
d) a statement by the shareholders who do not hold, even jointly, a controlling or majority stake, bearing
witness to the absence of any connection, as defined by the law in force.
A filed list that does not comply with the above provisions will be considered as not presented.
In the event that, by the deadline of 25 days preceding the date of the Shareholders’ Meeting, a single list has
been filed, or only lists presented by shareholders who are connected to each other pursuant to current
regulations, further lists can be presented until the following third day and the participation threshold indicated
in the notice of call will be halved.
At least 21 days before the date envisaged for the Shareholders’ Meeting which is called to appoint the Board
of Statutory Auditors, the Company shall make available at the company head offices, at the Italian stock
exchange and on its website, the lists of candidates which have been submitted by shareholders and the
accompanying documentation.
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