Tiscali 2013 Annual Report Download - page 166

Annual financial report as at 31 December 2013
Date
File Name
Status
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Annual Report as at 31
December 2013
166
financial institutions waive all compensatory action vis-à-vis WOL relating to the transactions carried
out by them with the shareholders’ associations indicated above.
The agreement envisaged an outlay, by WOL, of a sum amounting to EUR 1.75 million, made in
September 2013.
You are also hereby informed that Stichting Van der Goen WOL Claims in December 2011 made an
additional request for compensation representing a further 28 shareholders or those entitled, in which
the hypothesis of proceedings with legal action was furthered. This request for compensation does not
fall within the afore-mentioned settlement agreement which the Tiscali Group has finalised with the
financial institutions. The same Stichting Van der Goen WOL Claims confirmed its claims by means of
letter dated 6 March 2013 and, subsequently, launched legal proceedings, served on 19 June 2014
(*), vis-à-vis WOL and the financial institutions tasked with the listing of said WOL. Having also taken
into account the opinion of their Dutch legal advisors, the directors believe that the risk of losing is not
probable.
(*) Information added on 19 June 2014.
Tax assessments
In 2003, the Dutch tax authorities notified WOL and the direct subsidiary Tiscali International BV with
regard to the alleged non-payment of withholdings on remuneration and stock options acknowledged
to a number of company executives. The total amount of these disputes is EUR 2 million, against
which payments were made totalling around EUR 0.3 million. The residual amount mainly refers to
withholdings on stock options which, in the opinion of the Group’s tax advisors, would not be subject to
taxation in the Netherlands. Given this circumstance and considering that the Dutch tax authorities
have not sent any formal letter or document in the years following receipt of the notice of dispute, it is
not deemed that the liability can be considered probable and, consequently, no further provision has
been made.
Other legal proceedings
In September 2013, the Company received notification, pursuant to Italian Legislative Decree No.
231/2001, of the conclusion of the preliminary investigations for alleged false corporate
communications relating to the financial statements between 2008 and 2012. Trusting in the full
legitimacy of its action and its directors, as well as in the absolute correctness of the accounting and
financial documents, the Company is taking the necessary defence action. The subsidiary Tiscali Italia
S.p.A received the same notification in January 2014.
Remuneration of the directors, statutory auditors and executives with strategic responsibility
In accordance with Article 78 of regulations enforcing Italian Legislative Decree No. 58/1998, issued
by CONSOB under Resolution No. 11971/99, the following tables indicate the fees paid to Directors
and Statutory Auditors.