2012 Annual Report - Italcementi Group

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Appointment of the Board of Directors upon determination of the term of office and the number of its members Dear Shareholders, The term of office of the Board of Directors of your Company is about to expire. We thank you for your trust and invite you to appoint the new corporate body, after having determined the term of office and the number of its members which, under Art. 14 of the By-laws, cannot be less than 11 and higher than 21. Under the By-laws, the appointment of the Board of Directors is made on the basis of lists aimed at assuring representation in the Board also to minority shareholders. Lists may be presented only by shareholders who, alone or together with other shareholders, can prove they hold, as at the filing date, an overall percentage of the share capital with voting rights no lower than 2.5%. No shareholder may present or participate in the presentation of more than one list, neither through third parties or trust company. Shareholders belonging to the same group and shareholders who are party to a shareholders’ agreement on the Company’s shares are not allowed to present or vote for more than one list, neither through third party or trust companies. Any lists filed in violation of these restrictions are not accepted. In each list the names of candidates must be listed in sequential order. Lists including a number of candidates equal to or greater than three must be composed of candidates belonging to both genders, so that one or the other of the genders is represented by at least one third (rounded upwards) of the candidates. Pursuant to the By-laws, as amended by the Annual General Meeting of April 18, 2012 to reflect the rules on gender quotas introduced by Law 12 July 2011 no. 120, lists including a number of candidates equal to or greater than three must be composed of candidates representing both genders, so that one or the other gender represents at least one third (rounded upwards) of the candidates. However, as explained last year to Shareholders in the report on the proposed amendments to the By-laws, being the first application of the Law, the quota reserved to the less represented gender is reduced to one fifth (rounded upwards) of the candidates. Each candidate may be presented on one list only, under penalty of ineligibility. Lists must be filed with the registered office (via G. Camozzi 124, 24121 Bergamo – Corporate Affairs Department) or sent to the certified e-mail address affarisocietari@italcementi.legalmail.it, at least twenty-five days prior to the date of the scheduled Annual General Meeting (i.e. by 23 rd March, 2013), along with the following documentation: a) statements by which individual candidates accept their candidature and, under their own responsibility, state the non-existence of ineligibility causes and possession of the integrity requirements established by law; b) a brief resume concerning personal and professional skills of each candidate, with indication of their position as director and statutory auditor in other companies; c) statements of each candidate about the possession of the independence requisites required by the law and the Code of Conduct; d) information on the identity of shareholders who have submitted the lists; e) a statement of the shareholders who do not hold, even jointly, a controlling or majority stake, bearing witness to the absence of any connection with the majority shareholder, as defined by the law in force. 238
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 The documentation issued by the authorized intermediary and providing evidence of the entitlement to the voting right as at the filing date of the lists can be produced also afterwards, but in any case at least 21 days prior to the scheduled Annual General Meeting (i.e. by and not later than March 27 th , 2013). Lists filed in breach of the above provisions are considered as not filed. Bergamo, March 5, 2013 On behalf of the Board of Directors The Chairman Giampiero Pesenti 239 www.italcementigroup.com
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2012 Annual Report
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Contents PRESENTATION Letter to the
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Letter to the stakeholders Consolid
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Italcementi Group in the world (as
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Highlights Contribution to consolid
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Share prices and market capitalizat
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E) Share prices and market capitali
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Italcementi S.p.A. Directors, Offic
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Lorenzo Renato Guerini (Director si
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Alberto Clô (Director since May 4,
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Yves René Nanot (Director since Ju
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Board of Statutory Auditors Maria M
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Notice of Call Those who are entitl
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Appointment of the Board of Directo
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Annual Report Consolidated Annual R
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2012 Annual Report Presentation 4 G
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Financial statements Statement of f
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Statement of comprehensive income N
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Statement of cash flows Notes 2012
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21. Deferred tax assets and Deferre
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Amendments to IAS 12 “Income taxe
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1.3. Basis of consolidation The con
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Changes in equity interests in subs
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Operating lease payments are recogn
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1.15. Cash and cash equivalents Cas
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1.18. Share-based payments The Grou
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1.24. Government grants Government
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4. Operating segment disclosure The
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The table below sets out segment re
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The table below sets out other segm
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The useful life adopted by the Grou
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Assumptions used for the computatio
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7. Intangible assets in thousands o
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10. Other non-current assets This c
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15. Reserves Translation reserve Th
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Net liabilities determined on the b
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The table below sets out key data f
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appeal and by the regional court of
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22.1 Financial liabilities Financia
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Bond loans f) The Italcementi Group
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The bond was assigned a Ba2 Moody
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At December 31, 2012 lines of credi
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22.3.1 Fair value of derivatives Th
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22.4 Interest-rate risk management
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The Group companies operate chiefly
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From 2008 to 2012, the Group transa
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26. Services Services amounted to 1
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29. Non-recurring income (expense)
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The income statement and the statem
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Diluted earnings per share Diluted
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36. Joint ventures The Group’s mo
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Net debt (in thousands of euro) amo
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Annex 1 The following table shows i
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Company Registered office Share cap
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Company Registered office Share cap
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Italcementi S.p.A. Annual Report 14
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Annexes 303 www.italcementigroup.co
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ITALCEMENTI S.P.A. REPORT OF THE BO
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We ascertained that the Remuneratio
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312
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Sustainability disclosure Italcemen
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In 2010, the Group reinforced its a
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2 Looking forward 2.1 Targets 2015
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3 Social responsibility 3.1 Valuing
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2012 2011 2010 2012 2011 2010 Italy
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Trainees (%) 2012 2011 2010 Manager
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3.3 Health and product responsibili
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The Social Initiatives Policy reinf
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In 2012, Energy Efficiency Certific
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Power consumption, concrete 2012 20
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4.3 Air emissions At the end of 201
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Water consumption, cement 2012 2011
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Quarry management, cement (*) Matur
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5.2 Quality The Group is committed
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5.4 Sustainable construction Italce
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6 Reporting and additional informat
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6.4 Boundaries and reporting method
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Training management system Hours of
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Extraordinary session 351 www.italc
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Summary of resolutions The Annual G
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at an extraordinary session: to ren
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April 2013 Project by LSVmultimedia
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2012 Annual Report - Italcementi Group

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