Tiscali 2009 Annual Report Download - page 57

Tiscali Group: Annual Report 2009
56
In the meeting of the Board of Directors on the 21 December 2009, following the appointment of the new
Board of Directors, the following Internal Committees were formed:
• Internal Control Committee, made up of Victor Uckmar (Chairman), Franco Grimaldi and Luca Scano.
• Remuneration Committee, made up of Franco Grimaldi (Chairman), Victor Uckmar and Gabriele Racugno.
In addition there is a Supervisory Body made up of Pasquale Lionetti that also covers the remit set out for
Internal Control.
Shareholding structure
At the date of the present report, the company equity was voted as 94,124,955.97 EUR and has been
subscribed and paid up in the amount of 92,016,815.67 EUR, divided into 1,861,491,326 ordinary shares
with no face value, freely transferable under the terms of law without any certificates granting any special
powers of control.
In the table below the name or company name of the Shareholders with voting rights with a shareholding
in excess of 2%, who have given notice to the Company and to CONSOB of their shareholding is stated. No
restrictions to voting rights are specified.
Shareholder Shares held Percentage
Renato Soru
Directly*
Via Andalas Ltd
Via Monteverdi S.r.l.*
Via Cuccureddus S.r.l.*
331,133,617
278,928,283
1,483,109
17,609,873
33,112,352
17.79%
14.98%
0.08%
0.95%
1.78%
IGNIS Asset Management Ltd
Asset management
39,460,216 2.11%
The remaining 80.10% of the share capital is held by the market. The Company is not aware of any
syndicate agreement or of any shareholders agreements except as specified below.
Warrants
The General Meeting of the 30 June 2009, at the same time as resolving to increase the share equity, resolved
for the issue of Warrants. In the light of the execution of the above mentioned increase, in November 2009,
the Company issued 1,799,819,371 Warrants. Warrant holders are entitled to subscribe ordinary shares in
the Company at the ratio of no.1 share per grouping of 20 Warrants exercised at the price of 0.80 EUR per
share grouping. Currently 348,140 Warrants have been exercised and 17,470 shares have been issued
in face of an equity increase of 13,925.20 EUR. Warrants can be exercised until 15 December 2014 in
accordance with the Tiscali S.p.A. 2009-2014 Warrant Regulations which can be found under the “Investor
relations” section on the website www.tiscali.it.
*On the date of the 19 December 2008, Renato Soru made a deed of fiduciary transfer with Prof. Gabriele Racugno for the purpose of
administration. The shareholding that formed the scope of the fiduciary transfer was that held directly and indirectly through the Monteverdi
and Cuccureddus companies. By the said deed, the fiduciary party was due to exercise all the rights and privileges connected with the shares,
including the voting rights, without any instructions on the part of the principal. On the 20 March 2009, the fiduciary arrangement was amended
by the assignment by the principal of the sole shareholding directly held by Renato Soru. On the 15 April 2009 the fiduciary arrangement was
definitively cancelled with the return of the residual shareholding to the principal.