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Shareholders’ Resolutions (°)<br />
Appropriation of net income<br />
The year ended December 31, 1998 shows a net income of Lire 390,934,995,321.<br />
The Board of Directors proposes the distribution of a dividend, before withholding taxes, of:<br />
• Lire 140 for each ordinary share<br />
and<br />
• Lire 160 for each savings share.<br />
The proposed dividends carry a tax credit equal to 58.73 percent. Specifically, the tax<br />
credit amounts to:<br />
• Lire 82.222 for the proposed dividends on ordinary shares;<br />
• Lire 93.968 for the proposed dividends on savings shares.<br />
The small amount of taxes available according to art. 105, paragraph 1, letter a) of D.P.R.<br />
917/86 does not permit the assignment of a tax credit with the right of refund (ordinary<br />
credit) for a significant amount; therefore, a proposal is made for the assignment of the tax<br />
credit without the right of refund (limited credit) for the entire amount of the credit due.<br />
If in agreement with our proposal, we ask you to pass the following<br />
Resolution<br />
The shareholders' meeting:<br />
• having taken note of the directors’ report to the financial statements;<br />
• having taken note of the board of statutory auditors’ report;<br />
• having examined the financial statements at December 31, 1998 which show a net<br />
income of Lire 390,934,995,321;<br />
Passes a resolution<br />
a) to approve:<br />
• the directors’ report to the financial statements;<br />
• the balance sheet, statement of income, the notes to financial statements for the year ended<br />
December 31, 1998 which show a net income of Lire 390,934,995,321 as presented by the<br />
Board of Directors in their entirety and in the individual entries, with the proposed accruals;<br />
b)to appropriate the net income for the year of Lire 390,934,995,321 as follows:<br />
Lire<br />
• 5 percent to the legal reserve 19,546,749,766<br />
• to the shareholders:<br />
Lire 140 to each of the 1,836,810,538 ordinary shares for a total of (*) 257,153,475,320<br />
Lire 160 to each of the 88,006,016 savings shares for a total of 14,080,962,560<br />
• to the directors, 1 percent of the amount established<br />
in art. 23 of the by-laws 2,704,002,008<br />
• an additional appropriation to the legal reserve<br />
in order to reach 20 percent of share capital 27,436,249,634<br />
• to retained earnings 70,013,556,033<br />
(*) Net of 58,872,500 treasury shares held by the Company at December 31, 1998, as well as a further<br />
869,435 shares purchased up to today’s date.<br />
c) to assign the following tax credits to the profits distributed:<br />
• to the ordinary shares, a limited tax credit (art. 105, paragraph 1, letter b)<br />
of D.P.R. 917/86) of Lire 82.222;<br />
• to the savings shares, a limited tax credit (art. 105, paragraph 1, letter b)<br />
of D.P.R. 917/86) of Lire 93.968.<br />
i<br />
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