2011 Annual Report - Italcementi Group

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The proposed amendments do not grant shareholders that do not approve them the withdrawal right pursuant to art. 2437 Italian Civil Code. * * * Dear Shareholders, If you agree with the proposed amendments set out above, we invite you to resolve upon the following resolution: “The extraordinary shareholders’ meeting of Italcementi S.p.A. of April 18, 2012, having examined the Report of the Board of Directors, hereby resolves a) to approve the amendment to articles 5 (Share capital), 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) of the company By-Laws in the contents set out above; b) to grant to the Chairman, the Executive Deputy Chairman, the Deputy Chairman and the Chief Executive Officer in office, even severally, the broadest powers to make to the adopted resolutions any amendments, adjustments, supplements and additions, provided that these are of a formal nature, that might be necessary or that might be requested by the competent Authorities”. Bergamo, March 2, 2012 On behalf of the Board of Directors The Chairman (Giampiero Pesenti) 322
Summary of resolutions The Annual General Shareholders’ meeting, held on April 18, 2012 in Bergamo, via Madonna della Neve no. 8, chaired by Mr. Giampiero Pesenti, having attended, in their own and by proxy no. 161 shareholders, holders of no. 120,380,837 ordinary shares over no. 177,117,564 ordinary outstanding shares, resolved Ordinary session: 1) to approve the financial statements as at December 31, 2011, which reflect a profit of Euro 7,001,950.82, along with the relevant Directors’ Report; 2) to apportion the profit of the year as follows: Profit for the year 7,001,950.82 To the legal reserve - Residual amount 7,001,950.82 euro 0.05 per share to each of the 105,325,878 savings shares (1) (financial year 2009) 5,266,293.90 Residual amount 1,735,656.92 euro 0.016478 per share to each of the 105,325,878 savings shares (1) (financial year 2010) 1,735,559.82 Total dividend 7,001,853.72 Residual amount 97.10 To the 2011 earnings reserve in favor of savings shareholders 97.10 (1) net of the 105,500 treasury savings shares held at March 2, 2012 - to withdraw the amount of: * Euro 3,635,176.77 from Retained earnings, which, as a result, is reduced to zero; * Euro 29,802,872.79 from the Extraordinary reserve, which, as a result, decreases from Euro 478,026,655.72 to Euro 448,223,782.93, by assigning Euro 0.12: - to the 173,324,535 outstanding ordinary shares, net of the 3,793,029 ordinary treasury shares held as at March 2, 2012; - to the 105,325,878 outstanding savings shares, net of the 105,500 savings treasury shares held as at March 2, 2012; 3) to agree upon the Remuneration Report prepared by the directors; 4) having revoked the resolution authorizing the acquisition and disposal of treasury shares adopted by the ordinary Shareholders' Meeting of April 19th, 2011: - to authorize, pursuant to art. 2357 of the Italian Civil Code, the purchase of ordinary and/or savings treasury shares, within 18 months as of the resolution date in order to: • dispose of treasury shares: * to be transferred to employees and/or directors in connection with stock option plans reserved to employees and/or directors; * for medium/long-term investment purposes; 323 www.italcementigroup.com
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2011 Annual Report
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2011 Annual Report Italcementi S.p.
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The Group has decided to take a fur
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2011 Annual Report Presentation Ita
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2011 Annual Report Presentation 4 G
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Directors’ report Following the a
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The Calcestruzzi group returned to
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Financial performance in 2011 Key c
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In cement and clinker, performance
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Revenue and operating performance C
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The loss relating to continuing ope
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Net debt breakdown (in millions of
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4. Implementation of defined mitiga
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Financial disclosure risks The main
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the negative trend in sales volumes
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Ready mixed concrete sales volumes
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ASIA Thailand India Others (1) Tot
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70% by Fotowatio Italy, a subsidiar
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During the year Italcementi S.p.A.
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Raw materials and alternative fuels
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Engineering, technical assistance,
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After a revenue decline in 2009 and
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Outlook The markets on which the Gr
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Financial statements Statement of f
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Statement of comprehensive income N
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Statement of cash flows Notes 2011
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21. Deferred tax assets and Deferre
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limits in question. The benefits ar
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Associates Associates are companies
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1.5 Translation of foreign currency
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Subsequent to initial recognition,
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Deferred tax assets and deferred ta
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1.21. Trade payables and other paya
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2. Exchange rates used to translate
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4. Operating segment disclosure The
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The table below sets out segment re
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The table below sets out other segm
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5.2 Investment property (in thousan
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As in 2010, for the CGUs in the EU
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Sensitivity analysis With reference
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Other equity investments at Decembe
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14. Share capital and Share premium
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Net liabilities determined on the b
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The table below sets out key data f
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of the favorable ruling obtained in
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22.1 Financial liabilities Financia
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No drawings had been made on the sy
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As a result of the Moody’s rating
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At December 31, 2011, lines of cred
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22.3.1 Fair value of derivatives Th
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22.4.1 Interest-rate risk hedging T
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With regard to financing for subsid
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In 2011, in view of the surplus acc
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26. Services Services amounted to 1
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28. Other operating income (expense
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The reconciliation between the tax
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35. Earnings per share Earnings per
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36. Transactions with related parti
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38. Statement of cash flows 38.1 Ca
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40. Audit fees (as per CONSOB Resol
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Annex 1 The following table has bee
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Company Registered office Share cap
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Directors’ report Any changes in
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which remained the most dynamic com
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Statement of financial position, ca
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Dealings with subsidiaries, joint v
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Risks and uncertainties Italcementi
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Ratings risks The Group’s ability
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January 2011 entitled “Europe at
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Ciments Français S.A. profit for t
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INFORMATION ON OWNERSHIP STRUCTURE
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l) Laws applicable to the appointme
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- Selection of priority risks and d
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) implementing the guidelines defin
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A) ORGANIZATIONAL STRUCTURE Board o
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No limits to re-eligibility of dire
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* Mittel S.p.A. - Director Pierfran
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The Code provides for the Board of
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Lastly, the Board of Directors, in
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) a brief resume on the personal an
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) evaluate the proposals made by ex
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time to express their point of view
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In addition, the Chief Executive Of
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During 2011 the Internal control co
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TABLE 1 STRUCTURE OF THE BOARD OF D
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to be noted that CONSOB, the Italia
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* indicates the responsibilities, p
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consolidated financial statements.
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to apportion the profit for the yea
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Department of Human Resources and O
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A) VARIABLE COMPONENTS Under the Po
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This plan aims at: - tying the over
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The variable components are aligned
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With reference to the other offices
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The Board of Directors may also gra
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) Plan Management The corporate bod
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g) Any Support for the Plan by the
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position of the role of each benefi
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2) With respect to the stock option
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Name, surname Position Period durin
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Yves René Nanot Marco Piccinini At
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Monetary Incentive Plans in Favor o
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Participation of Governing and Supe
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3) Term of the authorization. The a
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specifically, with laws and regulat
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Each section shall list in progress
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Financial statements Statement of f
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Statement of comprehensive income (
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Statement of cash flows (euro) Note
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Notes The Italcementi S.p.A. financ
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1.2. Accounting policies and basis
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1.7. Property, plant and equipment
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1.13. Inventories Inventories are m
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Past service cost Changes in liabil
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Interest income Interest income is
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2.1 Investment property Investment
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The list of investments in subsidia
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Current assets 6. Inventories (in t
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Equity 12. Share capital At Decembe
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Dividends paid Dividends approved i
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18. Deferred tax assets and deferre
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19. Net debt An itemized correlatio
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2011 Annual Report - Italcementi Group

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