2011 Annual Report - Italcementi Group

Current text
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.
By means of resolution dated June 20, 2007 at their
Extraordinary Meeting, the shareholders assigned to
the Board of Directors:
- the right, under art. 2443 of the Italian Civil Code,
to increase the share capital by payment, once or
various times within the period of five years from
the above resolution, for a maximum amount of
EUR 3,000,000 (three million) by issuing a
maximum of 3,000,000 (three million) ordinary
and/or savings shares, with a nominal value of
EUR 1 (one) each, with the exclusion of the right
of option under art. 2441 of the Italian Civil Code,
5th clause, within the framework of the bonus plan
reserved to the directors of the company and of
subsidiaries that hold specific positions in line with
the by laws or that have specific operative tasks;
- the right, as a consequence, to establish the due
date of the shares, to determine times, modes,
features and terms of the offer and to establish
the issue price of the shares, including the
relevant premium.
Proposed text
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
subsid-iaries, in the event of a free of charge
issue,
• for employees of Italcementi S.p.A. and its
subsid-iaries, 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.
REPEALED
Art. 15 (Appointment of the Board of Directors), 16 (Replacement of Directors), 26 (Appointment of the
Board of Statutory Auditors) and 27 (Replacement of statutory auditors)
Art. 1 of Law 120 amended articles 147-ter and 148 of TUF concerning respectively the appointment methods
and composition requirements of the administration and control bodies of listed companies, requiring the
amendment of the by-laws in order to provide for the allocation of Directors and Statutory Auditors to be
appointed, according to the principle, to be applied for three consecutive mandates, which ensure a gender
balance in such way that the less represented gender gets at least one third of elected Directors and Statutory
Auditors.
312