NOTICE OF ORDINARY AND EXTRAORDINARY ANNUAL GENERAL MEETING
Shareholders are invited to attend the Ordinary and Extraordinary Sessions of the Annual General Meeting of the Shareholders of the Company to he held in the Congress Centre of the Unione Industriale di Torino in Turin - Via Fanti 17, on April 29 2009 at 10.30 a.m. at the first call and on April 30 2009 at the same time and the same place, if a second call is necessary, in order to discuss and pass resolution on the following:
AGENDA
Ordinary Session
- Annual Report and Financial Statements for the year ended December 31 2008. Report of the Board of Statutory Auditors. Resolutions pertaining to the above.
- Decision as to the number of members of the Board of Directors and appointment thereof.
- Proposal to revoke the resolution adopted on April 29 2008 authorizing the buy-back of the Company's own shares and the disposal of the same and proposal for a new authorization.
- Proposal regarding the approval of extraordinary stock option plan 2009.
- Proposal regarding the approval of stock option plan 2009.
Extraordinary Session
- Proposal to revoke, for the part not yet used, the authorization given to the Board of Directors to increase the share capital and issue bonds, as approved by the Extraordinary Meeting of the Shareholders on April 27 2005, and to assign a new authorization as per the terms of Art. 2443 and Art. 2443-ter of the Civil Code.
- Proposal to amend Art. 15 of the Company Bylaws on the subject of the procedures for calling a Shareholders' Meeting.
As per the terms of Art. 147-ter of the Finance Consolidation Act (TUF) and Art. 8 of the Company Bylaws, Directors are elected on the basis of lists presented by the Shareholders which list the candidates in numerical order. The lists of candidates, endorsed by the Shareholders who are presenting them, must be filed with the Company headquarters at least fifteen days before the date fixed for the first call of the Shareholders' Meeting. Only Shareholders who alone or together with other Shareholders represent at least 2.5% of the share capital with voting rights at the Annual General Meeting can present lists. Further procedures for the preparation and presentation of lists and for putting them to the vote are contained in Article 8 of the Company Bylaws the current text of which is available to Shareholders at the Company headquarters or can be consulted online on the internet website of the Company www.cirgroup.it.
Shareholders who intend to present lists for the election of members of the Board of Directors are invited to consult the recommendations contained in Consob Communiqué DEM/9017893 of February 26 2009.
Shareholders are entitled to attend the Meeting of Shareholders provided that their intermediaries have sent in the notification required by Article 23 of Consob / Bank of Italy Measure of February 22 2008 at least two working days before the meeting. Any holders of shares that have not yet been dematerialized should present their share certificates to an authorized intermediary for input into the centralized clearing system in electronic form, in accordance with the provisions of Article 38 of Consob / Bank of Italy Measure of February 22 2008, and should request that the notification as above be sent in within the time limit mentioned above.
Shareholders may obtain a copy of the documentation regarding the items on the Agenda as from April 14 2009 from the Company offices or from Borsa Italiana S.p.A.
THE BOARD OF DIRECTORS
Notice of this meeting was published in the newspaper "Il Sole-24 Ore" of March 26 2009