2011 Annual Report - Italcementi Group

Each section shall list in progressive order the names of no more than three candidates as acting Auditors and
no more than three candidates as substitute Auditors.
Each candidate may be presented on one list only under penalty of ineligibility.
Lists must be filed with the registered office or sent by means of certified electronic mail to:
affarisocietari@italcementi.legalmail.it, by the twenty-fifth day prior to the date of the shareholders’ meeting
convened in first call along with the following documentation:
a) statements by which each candidate accepts his/her candidature and, under his/her own responsibility,
states the non-existence of causes for ineligibility or incompatibility as well as the entitlement of further
requirements established by the law, Company bylaws and Code of Conduct;
b) a brief resume on the personal and professional skills of each candidate with indication of their position as
director and statutory auditor in other companies;
c) information on the identity of shareholders who have filed lists. The intermediary certification proving
ownership of the share capital percentage required under the rules and regulations in force at the time the
list is filed can be produced also after the filing thereof, provided that this is delivered to the Company within
the terms provided for by the rules and also regulatory provisions in force for publication of lists by the
Company;
d) a statement of the shareholders who do not hold, even jointly, a controlling or majority stake, bearing
witness to the absence of any connection with the majority shareholder, as defined by the applicable law.
A list presented not in compliance with the above provisions will be considered as not presented.
In the event, on expiry of the 25 day term prior to that fixed for the Meeting in first call, a sole list has been filed,
or only lists filed by shareholders who are connected to each other under current regulations, additional lists
can be filed until following third day, and the threshold of 2% above mentioned will be halved.
Proposal to increase the total amount of rights to be allocated to the “Long-term monetary
incentive Plan for Officers, linked to the appreciation of Italcementi shares”
Dear Shareholders,
The shareholders' meeting held on April 28, 2008 had approved the adoption of a “Stock option Plan for Top
Management", later revoked by the shareholders’ meeting on April 19 last year for the unexecuted part, and of
a "Long-term monetary incentive Plan for Officers linked to the appreciation of Italcementi shares” (the “Plan”).
The Plan currently contemplates an overall maximum allocation, for each three-year cycle, of 223,000 rights,
equal to a grand total of 669,000 attributable rights.
In 2011, having made an assessment as to the degree of achievement of targets assigned in 2008, the Chief
Executive Officer granted a total of 221,000 rights to 17 recipients to be claimed for the first cycle (2008-2010)
of the “Plan”.
With reference to the second cycle (2011-2013), however, last September the Chief Executive Officer informed
the Board of Directors he had granted 1,000,000 rights to 28 officers to participate in the “Plan”. Among these
are included 6 officers originally beneficiaries of the stock option Plan which was canceled last year.
The recognition of these rights was subject to an authorization by the shareholders’ meeting to increase the
number of overall rights to be subjected to the aforesaid Plan both for this cycle of allocations and for the next
one (2014-2016).
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