Tiscali 2014 Annual Report Download - page 43
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Annual financial report as at 31 December 2014
Date
File Name
Status
Page
-
Annual Report as at 31
December 2014
43
Warrants issued
Total Warrants
exercised as at
15 December
2014
Total conversion
shares issued
Number of Tiscali
shares in
circulation as at 15
December 2014
Share capital as at
15 December
2014 (EUR)
1,799,819,371
1,228,480
61,424
1,861,535,343
92,052,029.67
Share Based Incentive Plans
There are no share-based incentive plans.
Delegated increases pursuant to Article 2443 of the Italian Civil Code
See above in relation to the delegated increase resolved by the Board on 16 February 2015.
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 “Non-current financial liabilities” in the financial statements as at 31 December
2014.
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 balance sheet perspective. The powers and duties exercised by the
Company’s Board of Directors in its role as provider of strategic guidelines, supervisor and monitoring