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67
9 Reports
REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS
PURSUANT TO ARTICLE 153 OF ITALIAN LEGISLATIVE DECREE NO. 58/98 AND ARTICLE 2429.3 OF THE
ITALIAN CIVIL CODE
To the shareholders’ meeting of Tiscali Spa,
During the financial year ended as at 31 December 2012, we performed the supervisory activities
envisaged by law, in accordance with the standards of conduct for Boards of Statutory Auditors
recommended by the Italian Accounting Profession.
Bearing in mind that the analytical check in this connection on the contents of the statutory and
consolidated financial statements is not entrusted to this Board, we report that we have
overseen the general layout assigned to said statements as well as the compliance with the law
with regard to the form and structure thereof.
Also in observance of the indications provided by CONSOB as per its communication dated 6 April
2001, subsequently integrated by the communications No. DEM/3021582 dated 4 April 2003 and
No. DEM/6031329 dated 7 April 2006, we hereby reveal the following:
a) we have overseen the observance of the law and the Articles of Association;
b) we obtained the due information on the activities carried out and on the transactions of
greatest economic, financial and equity importance entered into by the company also via
its subsidiaries, from the Directors as per the frequency envisaged by Article 14 of the
Articles of Association, and we can reasonably ensure that the action resolved and
adopted complies with the law and the Articles of Association and that therefore it is not
manifestly imprudent, in potential conflict of interest or in contrast with the resolutions
adopted by the shareholders’ meeting or such that it compromises the integrity of the
company’ s equity;
c) we have gained awareness of and overseen, in as far as it is our responsibility, the
adequacy of the company’ s organisational structure and the suitability of the provisions
imparted by the Company to the subsidiaries as per Article 114.2 of Italian Legislative
Decree No. 58/98, by means of gathering information from the various division heads and
meetings with the independent auditing firm for the purpose of a reciprocal exchange of