2012 Annual Report - Italcementi Group

Summary of resolutions
The Annual General Meeting of the Shareholders held on a single call on April 17, 2013, in Bergamo, via
Madonna della Neve 8, chaired by Giampiero Pesenti, and attended in person and by proxy by 172
shareholders holding a total of 123,899,598 ordinary shares over 177,117,564 outstanding ordinary shares,
resolved
at the ordinary session:
1) to approve the financial statements as at and for the year ended December 31, 2012, which reflect a loss of
202,882,382.86 euro, and also the related Directors’ Report;
- to release, following the issue of the decree definitively granting the subsidies for project no. 20071-11, at
the Samatzai cement plant, an amount of 2,513,079.27 euro of financial year 2000 earnings allocated to
the “Fund 488/92” reserve with a shareholder resolution of April 24, 2001, and to take the full amount to
the “Extraordinary reserve”, which consequently increases to 450,736,862.20 euro;
- to cover in full the loss for the period of 202,882,382.86 euro by withdrawing a sum for the same amount
from the Extraordinary reserve, which consequently decreases to 247,854,479.34 euro;
- to withdraw an amount of 16,719,024.78 euro from the Extraordinary reserve, which consequently
decreases from 247,854,479.34 euro to 231,135,454.56 euro, in order to assign 0.06 euro:
• to the 173,324,535 outstanding ordinary shares, net of the 3,793,029 ordinary treasury shares held at
March 5, 2013;
• to the 105,325,878 outstanding savings shares, net of the 105,500 savings treasury shares held at
March 5, 2013;
2) to agree upon the Remuneration Report prepared by the Directors;
3) subject to revocation of the resolution authorizing the purchase and disposal of treasury shares adopted by
the Annual General Meeting of April 18, 2012:
- to authorize, pursuant to art. 2357 Italian Civil Code, within 18 months from the resolution date, the
purchase, once or in more times, of ordinary and/or savings treasury shares in order to:
• hold treasury shares:
* to be sold to employees and/or directors in connection with stock option plans reserved for
employees and/or directors;
* for medium/long-term investment purposes;
• intervene, in compliance with current regulations, directly or through intermediaries, in order to limit
anomalous movements in share prices and to regularize trends in trading and share prices in response
to momentary distortions caused by excessive volatility or low trading liquidity;
• build a treasury stock portfolio to service extraordinary financial transactions or for other purposes
deemed to be in the financial, business and/or strategic interests of the company;
• offer shareholders an additional instrument to monetarize their investments. The per-share purchase
price shall not be more than 15% above or below the average reference price on the Italian stock
exchange in the three trading sessions prior to each transaction; the overall amount paid by the
company shall in no case exceed 100 million euro; the overall nominal value of the maximum number of
purchased ordinary and/or savings shares, including any treasury shares held as of the date hereof by
the company and by the subsidiaries, shall not exceed one tenth of share capital.
Furthermore:
• purchases shall normally be conducted in such a manner that equitable treatment of shareholders is
ensured and that offers to purchase may not be directly matched with pre-determined offers to sell, or,
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