2012 Annual Report - Italcementi Group

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.
With a resolution dated April 19, 2011, the extraordinary shareholders’ meeting attributed to the Board of
Directors:
- the power, pursuant to art. 2443 Italian Civil Code, to increase the share capital on one or more times within
a period of five years from the above resolution, for a maximum nominal amount of 6,000,000 euro through
the issue, free of charge and/or against consideration, of up to 6,000,000 ordinary and/or savings shares, to
be reserved, pursuant to art. 2441 par 8, Italian Civil Code:
* for employees of Italcementi S.p.A. and its subsidiaries, in the event of a free of charge issue,
* for employees of Italcementi S.p.A. and its subsidiaries, and for employees of its parent companies and of
other companies controlled by such parent companies, in the event of an offer for subscription, both in
Italy and abroad and in accordance with the laws in force in the countries of the beneficiaries;
- the power, consequently, to establish the share entitlement rights, to determine the time, procedures,
characteristics and conditions of the offer to employees and to establish the share issue price, including any
share premium.
Bergamo, March 5, 2013
On behalf of the Board of Directors
The Chairman
Giampiero Pesenti
354