The following information is disclosed in summary form pursuant to Article 123-bis of TUF.
a) the Company has a fully paid-up and subscribed share capital of Euro 16,125,000.00
divided into 322,500,00 ordinary shares each with a par value of Euro 0.05. The Company’s ordinary shares are traded on the Mercato Telematico Azionario (electronic stock exchange) organized and managed by Borsa Italiana; the rights and obligations inherent the shares are those set out by the law and the Company Bylaws.
The Company has not issued any classes of shares with voting rights or in forms different to the ordinary shares, neither has it issued any other kind of financial instruments bearing the right to underwrite newly issued shares.
b) The Company’s Bylaws place no restriction on the transfer of its shares and neither do they
limit the ownership of the shares or the need to obtain the approval of the Company or any other holders of the shares.
c) Significant holdings in the share capital of Maire Tecnimont S.p.A. resulting from the
disclosures made pursuant to Article 120 of TUF are shown in the table below:
Shareholder Form of Ownership as % of Voting Capital
as % of Ordinary Capital
Maire Gestioni S.p.A. Owner 63.18% 63.18%
G.L. Investimenti s.r.l. Owner 4.34% 4.34%
d) No shareholder has special controlling rights.
e) No exercising of the voting rights by employees or employees belonging to share
ownership schemes is envisaged.
f) There is no restriction on voting rights
g) The Company has no knowledge of any shareholder agreement as defined by Article 122 of
TUF.
h) The rules governing the appointment and the replacement of board directors are set out in
Article 14 of the Company Bylaws, to which the reader is referred for more detailed information.
In brief, Article 14 of the Company Bylaws calls for the appointment of the Board of Directors based on lists (in which each candidate listed must be identified by a progressive number) presented by those shareholders who own, individually or jointly, at least 2% of the share capital represented by shares with ordinary shareholder’s meeting voting rights or any other ownership threshold called for in the Consob regulations.
The list of candidates must be submitted to the registered office at least 15 days prior to the date of the Shareholders’ Meeting in first call along with the declarations in which the individual candidates accept their candidacy and attest, taking full personal responsibility, that no cause exists for their ineligibility or incompatibility and that these possess the requisites prescribed by the applicable law and, in the event, of independence, accompanied by the curriculum vitae of each candidate.
The article prescribes that all the directors except one are to be elected from list that receives the majority number of votes (majority list) while the remaining director is elected from the minority list (the list that receives the second highest number of votes) and that he/she not be connected in any way, even indirectly, to the shareholders who presented or voted for the
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majority list. The Bylaw of reference also provides for cases in which two or more lists receive an equal number of votes.
The Company Bylaws do not set out a minimum percentage of votes for a list to participate in the election of the directors.
The Bylaws state that at least one director be elected from the list that receives the second highest number of votes.
In the event of the replacement of one of more of its directors, the Board will follow the co- option method prescribed by Article 2386 of the Civil Code for the first non-elected candidate from the list from which the outgoing director was elected and so forth in the event of the unavailability or ineligibility of this latter, on condition that such candidates are still eligible and available to accept the appointment.
i) No proxies have been issued for capital increases prescribed by Article 2443 of the Civil
Code, i.e. no powers have been given to the directors to issue participatory financial instruments.
l) The Ordinary Shareholders’ Meeting held by the Company on 4 July 2007 voted to give the
Board of Directors the power to acquire own shares up to a maximum of 10% of the share capital and, nonetheless, within the legal limits, in one or more tranches during a period of up to a maximum of 18 months, starting from the date of the Meeting.
Based on that resolution, on 15 October 2008, the Board of Directors of Maire Tecnimont S.p.A. approved the program to buy back own shares. On 23 October 2008 the program, the parameters of which are in line with the Consob Proposal for activities to support market liquidity and the limits set by the aforementioned Shareholders’ Meeting resolutions, was launched. The program had the following features:
1. Maximum quantity: the purchase of own shares must not at any time exceed a total of 10% of the share capital;
2. Purchase price conditions: shares must be repurchased at a price no higher than the reference price recorded by the ordinary shares in the trading session that precedes each individual operation and not lower than 20% of the reference price recorded by the ordinary shares in the trading session that precedes each individual operation and, in any event, in accordance with the legislative and regulatory framework in force;
3. Sale price conditions: the shares may be sold, on or off market, at a price no lower than 90% of the reference price recorded by the ordinary shares in the trading session that precedes each individual operation and, in any event, in accordance with the legislative and regulatory framework in force;
4. Maximum number of shares buyable on a daily basis: must not exceed 25% of the daily trading average of the ordinary shares recorded in the stock market in the preceding 20 trading days;
5. Maximum value: the buyback of own shares must not exceed the maximum total value of Euro 7 million and must be transacted by 4 January 2009, on which day the authorization to buy back own shares issued by the Ordinary Shareholders’ Meeting of 4 July 2007 expires.
As at 31 December 2008 the program enabled the Company to buy back a total of 4,836,500 own shares at the average unit price of Euro 1.300 for a total value of Euro 6,286,289.
January 2009 saw the Company complete the share buyback program, purchasing 5,008,500 shares at the average unit price of Euro 1.306 for a total value of Euro 6,541,182. At the close of the program, Maire Tecnimont owned 1.55% of the share capital and 4.50% of the market float. Prior to the share buyback program, Maire Tecnimont did not hold any own shares.
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m) the loan agreement stipulated on 23 April 2007 between the subsidiary Tecnimont S.p.A.
and WestLB, Milan branch, and Intesa San Paolo S.p.A., calls for the compulsory early repayment of the loan in the event: i) Mr. Fabrizio Di Amato, the Issuer’s majority shareholder, ceases to be the direct or indirect owner of at least 51% of the Issuer’s share capital after the market listing of the stock; ii) the Issuer ceases to be the direct owner of a holding of 100% of the share capital of Tecnimont S.p.A..
n) the loan agreement stipulated on 11 July 2008 between the subsidiary Tecnimont S.p.A.
and WestLB, Milan branch, and Unicredit Corporate Banking S.p.A., as well as Centrobanca- Banca di Credito Finanziario ed Immobiliare S.p.A., calls for the compulsory early repayment in the event: i) Mr. Fabrizio Di Amato, the Issuer’s majority shareholder, ceases to be the direct or indirect owner of at least 51% of the Issuer’s share capital after the market listing of the stock; ii) the Issuer ceases to be the direct owner of a holding of 100% of the share capital of Tecnimont S.p.A..
o) The Company had no stock option schemes in place as at 31 December 2008 nor had it
assigned any shares to employees free of charge.
p) The Company is not subject to the management and coordination activities defined by
Article 2497-bis of the Civil Code.
Pursuant to Article 79 of TUF, information on the interests held by the members of the administrative and control bodies, general managers, and executives with strategic responsibilities of the Issuer and its subsidiaries is provided in the table below, which indicates the number of shares held by each party in each Company:
Name and Last Name Company Shares Held No. Shares held at the close of the preceding fiscal year Number of Shares Purchased Number of Shares Sold No. Shares held at the close of the current fiscal year
Fabrizio Di Amato (*) Maire Tecnimont S.p.A. 203,750,000 203,750,000
Gianni Bardazzi Maire Tecnimont S.p.A. 3,000 3,895 6,895 Massimo Sebastiani Maire Tecnimont S.p.A. 10,000 40,000 50,000
Stefano Fiorini Maire Tecnimont S.p.A. 15,000 15,000
Giovanni Malagò (**) Maire Tecnimont S.p.A. 7,500,000 7,000,006 499,994
Roberto Poli (***) Maire Tecnimont S.p.A. 65,100 143,700 208,800
Adolfo Guzzini Maire Tecnimont S.p.A. 92,500 92,500
Giuseppe Colaiacovo Maire Tecnimont S.p.A. 10,286 10,286 Giovanni Scagnelli (***) Maire Tecnimont S.p.A. 3,000 3,000 (*) Through Maire Gestioni S.p.A.;
(**) Through Samofin S.r.l.; (***) Through spouse.
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