2011 Annual Report - Italcementi Group

specifically, with laws and regulations governing the stock market on which the transactions are
performed;
5) to establish that the consideration paid or received with respect to treasury shares purchases or sales
transactions shall be reflected directly in equity in compliance with IAS 32 and shall in any case be
accounted for in the manner established by the laws in force from time to time;
6) to severally grant to the Chairman, Executive Deputy Chairman, Deputy Chairman and Chief Executive
Officer in office from time to time any power 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 provided for
by the competent authorities”.
Supplement to the Board of Directors
Dear Shareholders,
Last year’s shareholders meeting of April 19 resolved, inter alia, to increase the number of Board members to
20 by appointing Mr. Lorenzo Renato Guerini as Director for the remaining part of the Board’s mandate.
However, the day before Mr. Pietro Ferrero prematurely deceased. At their meeting of May 5, 2011, the Board
of Directors co-opted Mr. Carlo Garavaglia to replace him, according to law and the Bylaws, as being the first
and sole unelected candidate on the list presented by the majority shareholder at the time of the election of the
Board members currently in office.
Moreover, on April 27, 2011, Mr. Antonio Carosi, sole candidate of the list presented by the minority
shareholder First Eagle Investment Management LLC, resigned from his office of Director. The Board of
Directors deemed it appropriate to ensure, even at this stage, a representation on the Board of Directors to
minority shareholders, it asked the sole minority shareholder who presented the list directly to get proposals on
the replacement of the resigning director. During the Board meeting of July 29, 2011, Mr. Giulio Antonello,
therefore, was co-opted as Director.
Mr. Garavaglia and Mr. Antonello, in accordance with law and the Bylaws, will remain in office until the next
shareholders’ meeting.
For the purposes of supplementing the Board of Directors, two articles of the Bylaws are relevant: the principle
invoked by Art. 15 of the Bylaws, which aims at ensuring a minimum number of Directors to be appointed by
minority shareholders as required by law, and the provision of Art. 16 of the same Bylaws, under which the
shareholders shall act by a majority of the share capital represented therein. The voting list mechanism does
not apply to the Board of Directors’ supplements.
Regarding the replacement of the Director elected from the majority list, the shareholder Italmobiliare informed
the Company of its intention to confirm Mr. Carlo Garavaglia as Director. With reference, however, to the
replacement of the minority Director, whose principle of representativeness is expressly provided for in the
Bylaws, limits on participation and time set for the presentation of candidates do not apply.
In order to facilitate the appropriate development of the shareholders’ meeting, however, we call upon the
minority shareholders holding a stake in the share capital with voting rights no lower than 2% of the ordinary
share capital, to submit their own candidates at the registered office (via G. Camozzi 124, 24121 Bergamo,
Corporate Affairs) or to file them by means of the certified email address
affarisocietari@italcementi.legalmail.it, at least five days before the shareholders’ meeting on first call (i.e. by
April 13, 2012 ), along with the following documentation:
234