This excerpt taken from the LUX 6-K filed Apr 15, 2008.
1. PROPOSED AMENDMENTS TO ARTICLES 10, 11 AND 23 OF THE BY-LAWS
The Board will submit to the holders of Ordinary Shares for approval the proposal to amend the By-Laws of the Company as follows:
Amendment of article 10: In order to comply with new article 154ter of legislative decree n.58/1998, the meeting of shareholders for the approval of the financial statements shall be convened within 120 (one hundred twenty) days after the end of the fiscal year. The Board of Directors will propose to amend article 10 to clarify that the meeting of shareholders for the approval of the financial statements shall be convened within the time specified by the law in force from time to time.
Amendment of article 11: The Board of Directors will propose that the meeting of shareholders shall be called by written notice to be published in the Gazzetta Ufficiale della Repubblica Italiana, or, alternatively, in one of the following daily newspapers: "Il Sole 24Ore," "Il Corriere della Sera," or "la Repubblica.".
Amendment of article 23, paragraph 5, n.3): The Board of Directors will propose that the Board of Directors shall have the exclusive authority to define the financial programs and to approve any indebtedness of the Company exceeding 18 months (instead of indebtedness of the Company exceeding 12 months).
Amendment of article 23, paragraph 5, n.4): The Board of Directors will propose to revise the wording under paragraph n.4) to grant the Board of Directors the exclusive authority to approve strategic transactions.
The resolutions under section 1 above require the affirmative vote of the holders of at least two thirds of Ordinary Shares entitled to vote at the meeting.
If approved by shareholders, the above-mentioned amendments to the By-Laws will come into effect following the registration in the public register of the companies in Italy.
The Board of Directors will therefore propose that you approve the amendments to the By-Laws (an English translation of the current and proposed text of the By-Laws is set forth in Annex E attached to this Proxy Statement for the convenience of the reader; the Company's official By-Laws are in Italian).
You may cast your vote on the resolutions referred to above either by completing the enclosed Voting Instruction Card and mailing it pursuant to the instructions included therein or by attending the ordinary and extraordinary shareholders' meeting personally. Should you elect to cast your vote personally at the meeting, you will be required to follow the procedure established by the Company in agreement with Deutsche Bank Trust Company Americas, as depositary. According to such procedure, you will be required to provide Deutsche Bank Trust Company Americas not later than 12:00 p.m. (noon) Eastern Time on May 8, 2008 evidence that (i) you will be an ADS holder as of the date of the ordinary and extraordinary meeting and (ii) you have not already exercised the voting rights pertaining to the ADSs held by you by mailing the attached Voting Instruction Card. Details on how to fulfill such requirements are contained in the letters attached hereto as Annex B and Annex C.
The Company believes that the foregoing information and the attached documents will be sufficient to enable you to cast your vote in connection with each of the resolutions described above which are being submitted for your approval.
Milan, March 13, 2008