Registered office: Via Alberto Bergamini 50,
Rome Share capital: €571,711,557.00 (fully paid-in)
Tax code and Rome Companies’ Register no. 03731380261
NOTICE OF CALL TO ORDINARY GENERAL MEETING
Shareholders are hereby called to attend the Ordinary General Meeting, to be held at the Company’s offices at Via Antonio Nibby 20 in Rome at 3.00pm on 6 April 2006, in first call, and, if necessary, in second call on 7 April 2006 at the same time and place, in order to pass resolutions on the following
1) Reports of the Board of Directors, the Board of Auditors and the Independent Auditors for the year ended 31 December 2005, pursuant to art. 156 of Legislative Decree 58 of 24 February 1998. Financial statements for the year ended 31 December 2005. Related and resulting resolutions.
» 2005 Annual Report
2) CEngagement of auditors to audit the financial statements, the consolidated financial statements and the interim six-month report and to carry out periodic controls for the years 2006-2011.
» Report on Engagement of Auditors
3) Report of the Board of Directors on the proposed authorisation, pursuant to and for the purposes of articles 2357 and subsequent of the Italian Civil Code, of article 132 of Legislative Decree 58 of 24 February 1998 and of article 144-bis of the CONSOB Regulation adopted with Resolution 11971 and subsequent amendments, for the purchase and sale of own shares.
» Report on Purchase of Treasury Shares
4) Determination of the number of Directors and their election, pursuant to articles 19 e 20 of the articles of association, for the years 2006-2007-2008. Election of the Chairman of the Board of Directors. Determination of Directors’ fees and remuneration to be paid to members of the committees set up under the Corporate Governance Code.
» Report on Election of Directors
5) Election of the Board of Auditors and its Chairman, pursuant to articles 31 and 32 of the articles of association, for the years 2006-2007-2008. Determination of the related fees.
» Report on Election of Board of Auditors
Documentation relating to items on the Agenda and the proposed resolutions will be made available to the general public at the Company’s registered office and at the offices of Borsa Italiana S.p.A. within the legally required term. SharehIn order to take part in the General Meeting, shareholders must provide proof of their voting rights by obtaining the relevant certificate from an authorised financial intermediary within the legally required term.
Shareholders who hold shares that have yet to be dematerialised must first submit their shares to an intermediary, in order to register them with the centralised administration system in dematerialised form and request the issue of the above certificate.
(Prof. Gian Maria Gros-Pietro)