Summary of resolutions
The Shareholders’ Meeting held on April 13, 2006 in via Madonna della Neve 8, Bergamo, and chaired by Giampiero Pesenti, attended in person or by proxy by 215 Shareholders representing a total of 112,533,304 ordinary shares out of a total 177,117,564 ordinary shares outstanding, carried the following resolutions 1) - to approve the financial statements closed at December 31, 2005 and also the accompanying Directors’ report on operations; - to assign the net profit for the financial year, together with the full amount of “Retained earnings” for the sum of 70,242,591.70 euro as follows: 0.33 euro to 173,620,177 ordinary shares (net of the 3,497,387 ordinary treasury shares held at April 13, 2006), for a total of 57,294,658.41 euro, 0.36 euro to 105,325,878 savings shares (net of the 105,500 savings treasury shares held at April 13, 2006), for a total of 37,917,316.08 euro, to be paid as from May 25, 2006 with coupon detachment on May 22, 2006, to the “Translation reserve”, 2,466.00 euro and to carry forward an amount of 70,965,383.21 euro; 2) to appoint the Board of Statutory Auditors for the three-year period 2006 - 2008, that is until approval of the financial statements at December 31, 2008, in the persons of: Maria Martellini Claudio De Re Claudio Cavalli Eugenio Mercorio Dino Fumagalli Pietro Curcio Chairman Acting Auditor Acting Auditor Substitute Auditor Substitute Auditor Substitute Auditor
and to establish the annual emolument of the Chairman at 70,500 euro and the annual emolument of each Acting Auditor at 47,000 euro; 3) subject to revocation of the unexecuted part of the resolution authorizing the acquisition and disposal of treasury shares carried by the ordinary Shareholders’ Meeting of April 22, 2005: - to authorize, pursuant to art. 2357 of the Italian Civil Code, within 18 months of the date of the resolution, the purchase, on one or more occasions, of ordinary and/or savings treasury shares, establishing that: the purchase price for each share shall not be more than 15% lower or higher than the average share price on the Italian Stock Exchange in the three sessions preceding each transaction; the total counter-value shall not in any case be more than 100,000,000 euro; the maximum number of ordinary and/or savings shares purchased shall not have an aggregate nominal value, including the shares already owned by the company as well as any other shares already owned by subsidiary companies, in excess of one tenth of the share capital; - to establish that the consideration paid or received for purchases or sales of treasury shares be recognized directly in Shareholders’ Equity in compliance with International Accounting Standard 32 and that such considerations always be reflected in the accounts in the form envisaged by the regulations in effect from time to time; - to grant, pursuant to art. 2357 ter of the Italian Civil Code, 1st paragraph, separate powers to the Chairman, each of the Deputy Chairmen and the interim Chief Executive Officer to dispose at any time of purchased treasury shares, establishing that such powers may be exercised even before all such purchases have been made;
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Presentation Annual Report Corporate governance
Directors’ report 2005 consolidated financial statements 2005 parent company financial statements
Financial statements Report of the Independent Auditors Summary of resolutions
2005 Annual Report 5 16 150 154 156
4) to amend art. 9 of the company by-laws concerning participation in and representation at the Shareholders’ Meeting; 5) - to increase the pool of shares reserved to service the «Stock option plan for directors», by raising the previous limit of 1,000,000 to 3,000,000 ordinary and/or savings shares; - to grant to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, the power to increase share capital on a payment basis up to a maximum amount of 3,000,000 (three million) euro through issuance of up to 3,000,000 (three million) ordinary and/or savings shares, with a nominal value of 1 (one) euro each, excluding option rights pursuant to art. 2441 of the Italian Civil Code, 5th paragraph, to service the incentives plan for directors of the company and of subsidiaries who hold posts of particular importance in compliance with the articles of association or who have specific operating duties, on one or more occasions within five years from the date of this resolution, at a price determined by the Board of Directors on the basis of the mean prices of Italcementi ordinary and/or savings shares respectively on the automated trading system run by Borsa Italiana S.p.A. in the period between the date of the share offer and the same day of the previous calendar month; 6) - to increase the pool of shares reserved to service the «Stock option plan for managers», by raising the previous limit of 3,000,000 to 6,000,000 ordinary and/or savings shares; - to grant to the Board of Directors: * the power, pursuant to art. 2443 of the Italian Civil Code, to increase share capital on a free and/or payment basis, on one more occasions within five years from the date of the above-mentioned resolution, by a maximum nominal amount of 6,000,000 euro through issuance of up to 6,000,000 ordinary and/or savings shares, to be reserved, pursuant to art. 2441 of the Italian Civil Code, 8th paragraph: for employees of Italcementi S.p.A. and its subsidiaries, in the event of free allocations, for employees of Italcementi S.p.A. and its subsidiaries, and for employees of its parent companies and of the subsidiaries of such parents, in the event of an offer on a payment basis, both in and outside Italy and in compliance with the laws of the countries of residence of the beneficiaries; * the power, consequently, to establish dividend entitlement rights, to determine the timing, manner, characteristics and conditions of the offer to employees and to establish the share issue price, including any share premium.
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