2012 Annual Report - Italcementi Group

Directors’ Report
Proposal to renew the directors’ powers, under articles 2443 and 2420-ter of the Italian
Civil code, to increase the share capital and to issue convertible bonds or cum warrant,
once or in more times, for a maximum amount of nominal Euro 500 million.
Dear Shareholders,
You have been called to the Extraordinary General Meeting to resolve upon the renewal of the authorization to
Board of Directors to increase the share capital and to issue convertible bonds cum warrants, once or more
times, in accordance with Articles 2443 and 2420-ter of the Italian Civil Code.
The previous authorization granted by the Extraordinary General Meeting of April 28, 2008 has expired and it
has never been exercised by your Board of Directors.
We therefore deem appropriate to request you to renew to your Board of Directors the captioned authorization
to both increase the share capital and issue convertible bonds, allowing it to take advantage, with the
necessary timely execution, of the most favorable opportunities offered by the market and deemed suitable to
ensure the industrial development of Italcementi and its subsidiaries and affiliates.
If you agree with our proposal, the update of paragraph 4 of Section 5 of the By-Laws will be required, granting
the Board of Directors the power so that it can, once or more times within a period of five years as of the
shareholders' resolution:
a) under Art. 2443 of the Italian Civil Code, increase the share capital up to a maximum nominal amount of
EUR 500,000,000, free-of-charge or against consideration, by issuing ordinary and/or savings shares
and/or coupons (warrants) for deferred subscription;
b) under Art. 2420-ter of the Italian Civil Code, issue bonds to be converted into ordinary and/or savings
shares or with rights of purchase and subscription, up to a maximum amount of EUR 500,000,000, within
the limits allowed by law from time to time
all with the widest powers connected thereto, including those of offering the shares and convertible bonds as
options or with a warrant under the form as per the second last clause of Art. 2441 of the Italian Civil Code;
reserve up to a quarter of them under art. 2441 of the Italian Civil Code, last clause; define the provisions and
reserves to enter as capital in the event of free-of-charge increase; define issue price, conversion rates, terms
and modes for the execution of transactions.
Dear Shareholders,
* * *
If you agree with our proposal, we invite you to resolve upon the following resolution:
“The extraordinary shareholders’ meeting of Italcementi S.p.A. on April 18, 2013,
- having acknowledged the proposal of the Board of Directors,
- having acknowledged the favorable opinion of the Board of Statutory Auditors and its statement that the
current share capital of Euro 282,548,942, divided into 177,117,564 ordinary shares and 105,431,378
savings shares of a nominal, is fully paid up
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