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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 />

49

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