2012 Annual Report - Italcementi Group

2012 Annual Report
Presentation 4
General information 14
Annual Report 29
Sustainability disclosure 313
Extraordinary session 351
hereby resolves
1) to grant the Directors the powers, in accordance with Articles 2443 and 2420-ter of the Italian Civil Code,
including any inherent power thereto, to increase the share capital for a period of five years as of this
shareholders’ resolution up to a maximum nominal amount of EUR 500,000,000, free-of-charge or against
consideration, and to issue for a five year period as of this shareholders’ resolution, once or more times,
convertible bonds up to a maximum nominal amount of EUR 500,000,000, within the limits allowed by law
from time to time;
2) to amend paragraph 4 of Article 5 of the Company’s By-Laws as follows:
“The Board of Directors is given the power so that it can, once or more times within the period of five years
as of the resolution adopted by the Extraordinary Shareholders’ Meeting of April17, 2013:
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.”
* * *
Section 5 of the By-laws, following the above proposed resolution, will be as follows:
Article 5
Share capital
The share capital is EUR 282,548,942, broken down into 177,117,564 ordinary shares and 105,431,378
savings shares, with a face value of EUR 1 each.
The share capital can be increased also by means of assets in kind or receivables, provided that legal
provisions are complied with.
In the event the share capital is increased, the pre-emptive right can be ruled out within a limit of ten per cent
of the pre-existing share capital, in compliance with legal provisions.
The Board of Directors is given the power so that it can, once or more times within the period of five years as
of the resolution adopted by the Extraordinary Shareholders’ Meeting of April17, 2013:
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
353
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