2011 Annual Report - Italcementi Group

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;
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