Tiscali 2009 Annual Report Download - page 32

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The Board also resolved the appointment of Luca Scano as the Executive in charge of drawing up the
company’s accounting documents. Finally, the Board of Directors approved the indicative calendar of
corporate events for 2010.
15) On 22 December 2009, the Extraordinary Shareholders’ Meeting resolved to fully cover accumulated
losses as at 1 December 2009, at EUR 252,560,297.48, through the full use of the share premium reserve
for EUR 8,509,754.60 and reduction of share capital for the remaining EUR 244,050,542.88 with the
subsequent reduction in share capital from EUR 336,053,433.35 to EUR 92,002,890.47 and resulting
amendment to article 5 (Share Capital and Shares) of the Articles of Association. The Extraordinary
Shareholders’ Meeting also resolved to partially revoke the resolution of the share capital increase for a
maximum of EUR 190 million adopted by the Extraordinary Shareholders’ Meeting on 30 June 2009 for the
entire amount not realised, at EUR 10,018,062.90.
Finally, the Extraordinary Shareholders’ Meeting resolved to amend articles 5 and 6 of the Articles of
Association. In consideration of completion of the above-mentioned increase in share capital, Article 5
(“Share Capital and Shares”) of the Articles of Association was updated by eliminating the transitory
provisions implemented or forfeited up until today. Finally, in relation to Article 6 of the Articles of Association
– “Calling of the Shareholders’ Meeting” – approval was given to the proposed publication of the call notice
in the Official Gazette and, as an alternative, in “Sole 24 Ore” or “MF Milano Finanza”. In addition, the
Extraordinary Shareholders’ Meeting amended the second paragraph of Article 6, aligning the term within
which the company’s Board of Directors is required to call the Ordinary Shareholders’ meeting annually for
the approval of the financial statements with current legislation.
Other significant events during the year
Appointment of the Tiscali Italia General Manager
On 19 January 2009, Tiscali S.p.A. announced the appointment of Luca Scano as Tiscali Italia S.p.A.
General Manager. Luca Scano is also the CFO of the Italian subsidiary.
Reduction of the equity investment by Management & Capitali
On 21 January 2009, M&C informed Consob that it had reduced its stake in the share capital of Tiscali
S.p.A. below the 2% threshold.
Co-opted appointment of Renato Soru to the Tiscali S.p.A. Board of Directors
On 19 March 2009, the Tiscali S.p.A. Board of Directors resolved the co-opted appointment of Mr. Renato
Soru, company founder and shareholder, subsequently appointed also by the Shareholders’ Meeting on 30
April 2009. Renato Soru replaced outgoing Director Arnaldo Borghesi, who resigned on 25 February 2009.
Appointment of the Board of Statutory Auditors and Chairman
On 30 April 2009, Tiscali’s Ordinary Shareholders’ Meeting appointed the new Board of Statutory Auditors,
which will remain in office until the approval of the financial statements at 31 December 2011, and resolved
the fees to be paid to its members. Based on the two lists submitted respectively by shareholder Renato
Soru (majority list) and jointly by Haselbeech Holdings NV and Mallowdale Corporation NV (minority list),
the following Auditors were appointed: Aldo Pavan (Chairman); Piero Maccioni (Statutory Auditor); Andrea
Zini (Statutory Auditor); Rita Casu (Deputy Auditor) and Giuseppe Biondo (Deputy Auditor). The CVs of new
members of the Board of Statutory Auditors are available on the company’s website in the Investors section.
Report on operations