motion on the items on the agenda of the shareholders' meeting
Dear shareholders:
Your Company's financial statements at December 31, 2005 show net income of 351,053,527.09 euros, rounded to 351,053,527 euros, and a loss carryforward of 58,226,559.03 euros, rounded to 58,226,559 euros.
If you concur with the criteria used to prepare the financial statements and with the accounting principles and methods applied, we propose that you adopt the following resolutions:
Resolution on item 1
"The Shareholders' Meeting,
  • having reviewed the statutory and consolidated financial statements at December 31, 2005 and the Report on Operations submitted by the Board of Directors;
  • being cognizant of the Report of the Statutory Auditors, which is required under Article 153 of Legislative Decree No. 58/1998 (Uniform Financial Code);
  • being cognizant of the Reports of the Independent Auditors on the statutory and consolidated financial statements at December 31, 2005;
    resolves to:
  • approve the Report on Operations in 2005 submitted by the Board of Directors;
  • approve the statutory financial statements for the year ended December 31, 2005, and the individual items contained therein."
    Resolution on item 2
    "The Shareholders' Meeting,
    • in light of the statutory financial statements for the year ended December 31, 2005, which shows net income of 351,053,527.09 euros; the consolidated financial statements at December 31, 2005; the Report on Operations submitted by the Board of Directors; the Report of the Statutory Auditors; and the Report of the Independent Auditors;
    • in view of the fact that the Company has a loss carryforward of 58,226,559.03 euros;
    • considering the provisions of Article 2430 of the Italian Civil Code that govern the handling of the statutory reserve and those of Article 24 of the Company's Bylaws concerning the dividends payable to the savings shareholders;
    • considering that the balance sheet shows additional paid-in capital of 3,401,905.16 euros;
    • considering that the balance sheet shows reserves that are restricted pursuant to Law No. 488/1992 in the amount of 15,993,000.00 euros, of which 938,000.00 euros apply to a reserve established in connection with Accettura/Garaguso Investment Project No. 37649/11 that has become available upon completion of the project;
    • considering the provisions of Article 109, Section 4, of Presidential Decree No. 917/1986, as amended by Legislative Decree No. 344/2003 (Uniform Tax Code);
    resolves to:
    (i) set aside 5% of the year's net income of 351,053,527.09 euros by adding 17,552,676.35 euros to the statutory reserve;
    (ii) cover the loss carryforward of 58,226,559.03 euros by utilizing the portion of the reserves restricted pursuant to Law No. 488/92 that became available upon completion of Accettura/Garaguso Investment Project No. 37649/11, which amounts to 938,000 euros, and by drawing 3,401,905.16 euros from additional paid-in capital, and covering the balance of 53,886,653.87 euros by appropriating an equal amount of the net income listed in item (i) above;
    (iii) appropriate the 279,614,196.87 euros in net income that remains after the partial appropriation made to the statutory reserve referred to in item (i) above and to cover the loss carryforward referred to in item (ii) above, as follows:  
      a) a dividend on the 110,592,420 savings shares as follows:  
        - 5% of the shares' par value, i.e., 0.05 euros per share,  
          as a preferred dividend for the 2005 fiscal year, for a total of 5,529,621.00 euros
        - 5% of the shares' par value, i.e., 0.05 euros per share,  
          as a past-due preferred dividend for each of the 2002, 2003  
          and 2004 fiscal years, which amounts to 0.15 euros per share,  
          for a total of 16,588,863.00 euros
        - 1.8% of the shares' par value, i.e., 0.018 euros per share,  
          as a preferred dividend premium for the 2005 fiscal year,  
          as required as a consequence of the motion set forth in item  
          b) below 1,990,663.56 euros
    for a combined amount of 0.218 euros per savings share,
    which is equal to an overall total of 24,109,147.56 euros
    b) dividend on the 4,162,520,333 common shares as follows:  
      - 0.038 euros per share, equal to 3.8% of each  
        common shares' par value  
      for a total of 158,175,772.65 euros
    c) to bring forward the balance as retained earnings, which,
    after deducting the amounts referred in items (i) and (ii)
    and letters a) and b) above, amounts to 97,329,276.66 euros
    it being understood that, with regard to the 1,990,663.56 euros that constitute the portion of the net income that is being distributed to the holders of savings shares as a premium on the minimum guaranteed dividend, the Company will waive the claim it is allowed under Article 146, Letter c) of Legislative Decree No. 58/1998 concerning the establishment of a fund to cover the expenses that may be incurred to protect the common interests of the holders of savings shares, as approved by a Meeting of the said holders, the amount of which has been advanced by the Company.
    The dividend will be payable on April 27, 2006 (coupon presentation date April 24, 2006).
    Milan, February 21, 2006
    The Board of Directors
    by Giuliano Zuccoli
    Chairman