1.1MB - Pirelli

Pirelli S.p.A.
Viale Sarca 222
20126 Milan
The shareholders of Pirelli Società per Azioni are called
to the ordinary and extraordinary shareholders’
meeting to be held in Milan at the Associazione
Industriale Lombarda in Via Pantano 9 at 3:30 P.M.
• on Friday, May 21, 1999 in first call
• on Monday, May 24, 1999 in second call
to pass resolutions on the following
Agenda
Ordinary Part
1. The Board of Directors’ report on operations, the
Board of Statutory Auditors’ report, financial
statements at December 31, 1998, appropriation of
net income.
2. Election of the Directors after establishing the
number of members on the board.
3. Election of the Board of Statutory Auditors and its
Chairman; determination of the emolument for the
standing statutory auditors.
4. Appointment of the audit firm, pursuant to the
provisions of art. 159 of Legislative Decree No. 58 of
February 24, 1998 and the recommendation
contained in the Consob Communiqué No. 97001574
of February 20, 1997, for the audit of the statutory
financial statements, the consolidated financial
statements and the interim six-month financial
statements for the years ending December 31, 1999,
2000 and 2001.
Extraordinary Part
1. Proposal of the merger by incorporation in Pirelli
S.p.A. of Société Internationale Pirelli S.p.A.
according to the merger plan drawn up in
compliance with the provisions of art. 2501 bis of the
Italian Civil Code, by exchanging 83 Pirelli S.p.A.
ordinary shares, with dividend rights from January 1,
1999, for each Société Internationale Pirelli S.p.A.
share, without increasing the share capital of the
merging company since, in the share capital of the
latter company following the same merger, there will
be a sufficient number of Pirelli S.p.A. shares to
service the exchange.
Inherent and consequent resolutions. Conferring of
powers.
2. Procedures for the disposition of treasury shares.
Inherent and consequent resolutions. Conferring of
powers.
3. Translation of share capital into euro as set forth in
article 17.6 of Legislative Decree No. 213 of June 24,
1998, and rounding up the par value of the shares
from Lire 1,000 to euro 0.52; consequent increase in
the share capital through the utilization of the share
premium reserve.
Consequent amendment to article 5 of the articles of
association.
Inherent and consequent resolutions. Conferring of
powers.