Download authorisation to purchase and hold own shares, in accordance with

AUTHORISATION TO PURCHASE AND
HOLD OWN SHARES
(in accordance with Articles 2357 and 2357ter
of the Civil Code)
AUTHORISATION TO PURCHASE AND HOLD OWN SHARES, IN ACCORDANCE
WITH ARTICLES 2357 AND 2357TER OF THE CIVIL CODE
Report as per Art. 73 of regulations approved by Consob resolution no. 11971/1999
To the shareholders,
We have called this ordinary shareholders' meeting to propose and request your authorisation to
purchase our own shares, in accordance with Articles 2357 and 2357ter of the Civil Code.
The reasons that have induced us to submit this proposal for your consideration are the
following:
-
today the Company holds 150,750 of its own shares as treasury stock as a result of the
resolution passed at the ordinary shareholders' meeting of April 30 2001;
-
it would seem advisable to proceed with operations aimed at stabilising the share price of
Centrale del Latte di Torino & C. S.p.A. while ensuring the maximum transparency possible;
-
the Board has confidence in the Company's growth prospects;
-
currently the "extraordinary reserve" available for allocation in accordance with Art. 2357 of
the Civil Code amounts to 455,523 euros;
-
a further allocation to the "extraordinary reserve" is proposed in connection with the
allocation of net income for the year ended December 31 2002.
As regards the minimum and maximum purchase prices for shares, these have been established
on the assumption that the share price trend is linked to sector multiples, taking into account
shareholders' equity and the "fundamentals" of the issuer, also bearing in mind that the market is
extremely volatile.
Given all these considerations we submit the following resolution text for your approval.
"The ordinary shareholders' meeting of Centrale del Latte di Torino & C. S.p.A.:
- having heard the proposals of the Board of Directors;
- having taken note of the favourable opinion expressed by the Board of Statutory Auditors;
- bearing in mind the provisions of Articles 2357 and 2357ter of the Civil Code;
passes the following resolution
Authorisation to purchase and hold treasury stock
1
1. to authorise the purchase of ordinary shares in Centrale del Latte di Torino & C. S.p.A., in
accordance with Art. 2357 of the Civil Code, with effect from the day after this meeting and for
a period of eighteen months, on the basis of the following guidelines:
a) a maximum of an additional 300,000 ordinary shares may be purchased, and in any event
not more than the quantity of shares that at any time can be acquired given their purchase
price and the reserve available for this purpose;
b) the ordinary shares may be purchased at a minimum unit price of 1.00 euro (one euro, zero
cents) and at a maximum price of not more than 10% above the average of the reference
price for the three days the Stock Exchange is open prior to the transaction, and in any
event not exceeding 6.80 euros (six euros, eighty cents);
the quantity purchased in each transaction must not be less than 250 shares or more than 5,000
shares;
2. to authorise the Board of Directors, in accordance with Art. 2357ter of the Civil Code, to make
the shares purchased available for sale - even before purchases as authorised above have been
completed - in one or more transactions and at prices no lower than the average book value for
the shares concerned;
3. further to above point 1a), to utilise up to the entire balance of the "extraordinary reserve" that,
as a consequence, will remain blocked under the name "reserve for treasury stock in portfolio"
for the period the treasury stock is owned by the Company;
4. to establish that if treasury stock is sold an amount equal to the book value of the shares
concerned will be reallocated from the "reserve for treasury stock in portfolio", created in
accordance with Art 2357ter, paragraph 3 of the Civil Code, to the "extraordinary reserve" and
the resulting gain from the transaction will be recorded in the income statement."
Turin, March 13 2003
Luigi LUZZATI
Chairman of the Board of Directors
Authorisation to purchase and hold treasury stock
2