2012 Annual Report - Italcementi Group

taking into account the various possible purposes, in any other manner allowed under current laws and
regulations governing the stock market on which the transaction is performed;
• shares shall be disposed of in any manner deemed appropriate to achieve the objectives pursued,
directly or through intermediaries, in compliance with current laws and without time limits;
• treasury share purchases and sales shall be performed in compliance with the applicable laws and,
specifically, in compliance with the laws and regulations governing the stock market on which the
transaction is performed.
- to severally grant to the Chairman, the Executive Deputy Chairman, the Deputy Chairman and the Chief
Executive Officer in office from time to time all powers required to proceed with the purchases and sales
and in any case to execute the above resolutions, also through attorneys-in-fact, complying with any
requirements presented by the authorities;
4) to establish the number of members of the Board of Directors for the three-year period 2013 - 2015 at 15
(fifteen) and to appoint as members:
Giulio Antonello
Pierfranco Barabani
Giorgio Bonomi
Fritz Burkard
Victoire de Margerie
Lorenzo Renato Guerini
Federico Falck
Italo Lucchini
Emma Marcegaglia
Sebastiano Mazzoleni
Jean Paul Méric
Carlo Pesenti
Giampiero Pesenti
Carlo Secchi
Elena Zambon
and to set at Euro:
* 40,000 the gross remuneration to be paid to each Board member;
* 6,000 the gross remuneration to be paid to each director for each attendance at the meetings of the
company Executive Committee;
* 4,000 the gross remuneration to be paid to each member of the Remuneration Committee for each
attendance at the meetings of the company Remuneration Committee;
* 4,000 the gross remuneration to be paid to each member of the Control & Risks Committee for each
attendance at the meetings of the company Control & Risks Committee;
* 4,000 the gross remuneration to be paid to each member of the Committee for Transactions with Related
Parties for each attendance at the meetings of the company Committee for Transactions with Related
Parties;
* 4,000 the gross remuneration to be paid to each member of the Board of Directors who may be named as
a member of the Supervisory Board for each attendance at the meetings of the company Supervisory
Board.
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