Tiscali 2013 Annual Report Download - page 36

Annual financial report as at 31 December 2013
Date
File Name
Status
Page
-
Annual Report as at 31
December 2013
36
2009, the Company issued 1,799,819,371 warrants 1,799,819,371 Warrants. Warrant holders are
entitled to subscribe ordinary shares of the Company at the ratio of 1 conversion share for every 20
warrants exercised at the price of EUR 0.80 per conversion share. Currently 498,500 warrants have
been exercised and 24,925 shares have been issued against a share capital increase of EUR 19,940.
The warrants can be exercised until 15 December 2014 in accordance with the Tiscali S.p.A. 2009-
2014 Warrant Regulations which can be found in the “Shares” section on the website at
www.tiscali.com.
Share Based Incentive Plans
There are no share based incentive plans.
Delegated increases pursuant to Article 2443 of the Italian Civil Code
To-date, there are no delegated increases already resolved.
Shareholders’ agreements
No shareholders’ agreements exist as of the date of this report, as far as the Company is aware.
Amendments to significant company agreements following the change of control.
In the case of a change of control in the Company or some of the Group companies significant in
accordance with the loan agreements with the Senior Lenders, the amendment of the these loan
agreements is envisaged. In particular the change of control involves the obligation to make
prepayments with reference to the loan agreements referred to above as described in further detail in
the table in the note “Current financial liabilities” in the 2013 Financial Statements.
4.3 Disclosure on compliance with the recommendations contained in the Code of Conduct
for Listed Companies
Board of Directors
Role
The Board of Directors has a prominent role to play in Company life, being the body responsible for
running the Company, providing strategic and organizational guidelines and, as such, for identifying
Company objectives and monitoring their achievement.
This body is invested with all ordinary and extraordinary powers of administration pursuant to Article
14 (Powers of the Management Body) in the Company’s Articles of Association. The Board of
Directors examines and approves strategic, industrial and financial plans for the Company and the
Group to which it belongs, and reports to the Board of Statutory Auditors on a quarterly basis on
activities carried out by the Company or its subsidiaries and operations which are of major significance
from an economic, financial and equity perspective. The powers and duties exercised by the
Company’s Board of Directors in its role as provider of strategic guidelines, supervisor and monitoring
body for Company Activities, as set out in the Company’s Articles of Associations and implemented in
corporate codes of practice, are largely consistent with what is laid down by Article 1 of the Code.