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					Resolutions passed by Ordinary and Extraordinary
General Shareholders’ Meeting




Ordinary and extraordinary general shareholder meeting of Fiera Milano SpA, held on first call on October
28th 2005 in Milan, at the Conference Centre (Centro Congressi) – Sala Gialla, Pavilion 17 of the Trade
Fair Site in Via Gattamelata, 5

                                       has passed resolutions

                                           Ordinary Section

1)
• approving the year-end financial statements as at June 30th 2005 – consisting of the Balance
  Sheet, Profit & Loss Account, and Notes to accounts – which, as presented by the Board of Direc-
  tors, show a net profit of € 13,607,111.54 - as a whole and in the individual items posted and
  with the provisions proposed, together with the Board of Directors’ management Report, also in-
  cluding updated FY2004/2005 targets and targets for FY2005/2006, to achievement of which the
  Board of Directors’ variable compensation is subject;

• allocating the year’s net profit of € 13,607,111.54 as follows:
                                                                                                (euro)
  Net profit for the year                                                           13,607,111.54
  - Allocation to Legal Reserve                                                          57,779.62
  Disposable earnings                                                                13,549,331.92
  - 5% to Board of Directors                                                            677,466.60
  - Dividend of € 0.30 for each of the 33,639,028 ordinary shares                   10,091,708.40
  Retained earnings                                                                   2,780,156.92


• authorising payout on November 10th 2005 of the dividend of € 0.30 for each of the 33,639,028
  ordinary shares outstanding, with coupon detachment on November 7th 2005. Payment will be
  executed via the authorised intermediaries c/o whom the shares are registered in the centralised
  Monte Titoli System.

2)
• according to Deloitte & Touche SpA, for performance of accounting and comparative accounting
  data following application of the new IAS/IFRS accounting standards, a fee of € 68,000.


3)
• awarding the assignment, pursuant to Article 159 of Italian Legislative Decree no. 58 of February
  24th 1998 and taking into account CONSOB recommendation 97001574 of February 20th 1997, for
  independent auditing of the statutory and consolidated year-end accounts for FYs 2005/2006,
  2006/2007, and 2007/2008 and for limited auditing of half-year accounts as at December 31st
  2005, 2006, and 2007 to the auditing firm PricewaterhouseCoopers SpA;

• defining the fee payable to the auditing firm PricewaterhouseCoopers SpA for performance of the
  assignment as being € 98,500 for FY 2005/2006 and € 89,500 for each of the FYs 2006/2007 and
  2007/2008, besides reimbursement of out-of-pocket and secretarial expenses, of the CONSOB su-
  pervisory contribution, and of VAT. The amount indicated will be adjusted annually on July 1st of
  each year as from the second year, within the limits of the increase of the ISTAT cost-of-living in-
  dex over the previous year.




244
4)
• authorising, pursuant to and by virtue of Article 2357 of the Italian Civil Code, purchase of the
  Company’s own shares, for the quantity, at the price, within the terms and with the approaches
  indicated below:

      - the purchase can be executed on one or more occasions within 18 months after the date of the
        present resolution;

      - each share’s purchase price cannot be more than 20% lower or higher than the official price
        recorded for the stock on the stock exchange in the trading session preceding each individual
        transaction;

      - the maximum number of shares purchased cannot have a total nominal value, including any
        shares owned by subsidiaries, exceeding one tenth of share capital;

• provisioning, as per Article 2357/ter, 3rd paragraph, of the Italian Civil Code, an unavailable re-
  serve equal to the amount of own shares purchased, by taking an equal amount from the “Share
  premium reserve”;

• authorising, as per Article 2357/ter, paragraph 1, of the Italian Civil Code, disposal of all/or part
  of the shares purchased, without any time limits, even before having completed purchases, on
  one or more occasions, also via public offer and/or an offer to shareholders, on and/or off the
  market, on the blocks markets, institutional placement, placement of purchase coupons and/or
  warrants, or as payment for acquisitions or public share swaps at a price not lower than the
  lowest of the purchase prices. The said price limitation will not, however, be applicable if the sale
  of shares is made to employees of the Foundation “Ente Autonomo Fiera Internazionale di Mi-
  lano”, Fiera Milano SpA and of its subsidiaries, or to members of the Boards of Directors of Fiera
  Milano SpA and of its subsidiaries, as part of stock option plans for the motivation of employees
  and/or executive directors;

• establishing that, in the case of transfer of own shares, the reserve constituted as per previous
  point, will reverse back to the reserve of origin;

• conferring on the Board of Directors and, on the latter’s behalf, on its Chairman and on the Chief
  Executive Officer in office, on a disjoined basis, all powers necessary to complete the purchases
  and disposals and in any case to implement the previous resolutions, also by means of special at-
  torneys, complying with any requirements advanced by the relevant authorities.




245
                                        Extraordinary section

1)
• attributing to the Board of Directors powers, under Article 2443 of the Italian Civil Code, to be
  exercised within five years after the date of the present shareholders’ resolution, to increase share
  capital, in one of more instalments, on a paid basis and in divisible form, by a maximum nominal
  amount of € 1,000,000, ex-option rights pursuant to Article 2441, 5th and 8th paragraph, if the
  Italian Civil Code, via the issue of a maximum number of 1,000,000 ordinary shares, of the nomi-
  nal value of € 1 each, with normal entitlement, to service the Stock Option Plan for the years
  2006-2008 reserved for those executive directors and managers of Fiera Milano SpA, of its ulti-
  mate parent entity the Foundation “Ente Autonomo Fiera Internazionale di Milano”, and of their
  subsidiaries who are Plan participants. The capital increase will envisage that, if it is not subscri-
  bed by the deadline of January 31st 2009, capital will be increased by an amount equal to sub-
  scriptions gathered up to that date;

• giving a mandate to the Board of Directors to approve the Regulation that will govern the afore-
  said Stock Option Plan for the years 2006-2008, observing the guidelines submitted to today’s
  Shareholder Meeting;

• introducing in Article 5 of the Company By-Laws the following new point 5.3, after renumbering
  the existing points 5.3 and 5.4:

  “The Board of Directors, under Article 2443 of the Italian Civil Code, has powers, to be exercised
  within five years after the date of the shareholders’ resolution passed on October 28th 2005, to
  increase share capital, in one of more instalments, on a paid basis and in divisible form, by a
  maximum nominal amount of € 1,000,000, ex-option rights pursuant to Article 2441, 5th and 8th
  paragraph, if the Italian Civil Code, via the issue of a maximum number of 1,000,000 ordinary
  shares, of the nominal value of € 1 each, with normal entitlement, to service the Stock Option
  Plan for the years 2006-2008 reserved for those executive directors and managers of Fiera Milano
  SpA, of its ultimate parent entity the Foundation “Ente Autonomo Fiera Internazionale di Milano”,
  and of their subsidiaries who are Plan participants. The capital increase will envisage that, if it is
  not subscribed by the deadline of January 31st 2009, capital will be increased by an amount equal
  to subscriptions gathered up to that date”;


• giving a mandate to the Board of Directors, and on the latter’s behalf to its Chairman, to make
  from time to time the changes to Article 5 of Company By-Laws consequent to decisions taken by
  virtue of the powers delegated pursuant to Article 2443 of the Italian Civil Code and to cause to
  be noted, when execution has taken place, subscription of the various tranches of increase of
  share capital as delegated above, with the power to update Article 5 of Company By-Laws accor-
  dingly, performing all consequent notifications to the Companies Register, with filing of the Com-
  pany By-Laws as they are amended;

• Giving a mandate to the Chairman of the Board of Directors to make to the text of resolutions pas-
  sed by the Shareholders’ Meeting any amendments required by the relevant authorities or for in-
  scription in the Companies Register.




246
Edited by
Area Comunicazione - Ufficio Stampa
Fiera Milano S.p.A.

Realization
Edizioni Fiera Milano S.p.A.

Printed by
Reggiani S.p.A. - Varese

Milan, november 2005

				
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