SHAREHOLDERS’ MEETING
APPROVED 2010 FINANCIAL STATEMENTS
TATEMENTS
DIVIDEND OF EURO 0,035 PER SHARE
APPROVED NEW TREASURY SHARES PLAN
APPROVED NEW INCENTIVE PLAN
APPROVED BYLAWS AMENDMENDS
The Shareholders’ Meeting of Tamburi Investment Partners S.p.A. (“TIP”- tip.mi), indipendent - investment /
merchant bank listed on Star Segment of Borsa Italiana S.p.A., met today April 29, 2011 in Milan in second call in
ordinary and extraordinary section and took the following decisions in the ordinary section.
2010 Financial Statements
The Shareholders’ Meeting approved the financial statements for 2010 and the distribution of a dividend of euro
0.035 for share, gross of any eventually withholding tax, of which 0.0126 to be withdrawn from net profit for the
year and 0.0224 from share premium reserve. The date of payment of the dividend has been indicated as May 12,
2011 with “ex dividend” on May 9, 2011.
At December 31, 2010 the Company held 666,840 treasury shares (equal to 0.496% of the share capital).
Treasury Shares
The Shareholders’ Meeting approved, for a period of 18 months starting from today, the purchase of treasury shares
up to the maximum extent permitted by the law, (at date represented by a number of shares not higher than 20% of
the share capital, therefore, a maximum of 26,907,451 shares, less the treasury shares already held at today's date),
and the disposal of the shares already purchased or to be purchased in the future pursuant to that resolution.
The purchase of treasury shares will be carried out on regulated markets, in one or more tranches and on a rolling
basis, according to operating procedures established by the regulations for the organisation and management of the
markets, which, do not permit the direct combination of offers to buy with predetermined offers to sell, pursuant to
what indicated in article 132 of “Testo Unico della Finanza” and article 144 – bis, paragraph 1, letter b, of Consob
Regulation no. 11971 of May 14, 1999.
The eventual recourse to Public Purchase and Exchange Offer procedures must be deliberated by the Board of
Directors, pursuant to applicable regulation.
The disposals may take place, in one or more tranches, in the market or over the counter through the offer to
shareholders and / or employees, collaborators or Directors of TIP or TIP subsidiaries, under the stock option plan
or as consideration in cases of exchange, barter, transfer, sale or other disposition of treasury shares made in the
context of an investment or in the implementation of industrial projects or other corporate finance transactions.
The company could also carry out activities to stabilize the stock price of the company.
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The acquisition price of treasury shares should be between a minimum of 0.10 euro and a maximum of 3 euro.
Today TIP ended the treasury shares acquisition plan started on May 1, 2010.
As at today, TIP holds a total number of ordinary shares equal to 0.708% of the share capital, bought on the
regulated market of Borsa Italiana at an average price of Euro 1.351 for a total amount of Euro 1,286,326.65. The
purchase of shares took place on the regulated market of Borsa Italiana, where the shares of the Company are
traded, subject to any provision of applicable law and supervision.
Approval of a shares incentive plan addressed to TIP employees, collaborators and directors
The Shareholders’ Meeting approved the adoption of an incentive plan named “TIP 2011-2014 incentive plan”,
based on a maximum of 5,000,000 options, addressed to TIP or TIP subsidiaries’ employees, collaborators and
directors, in accordance with the guidelines outlined in the related Disclosure Document.
The Shareholders’ Meeting granted the Board of Directors – and on its behalf the Directors Giuseppe Ferrero,
Claudio Gragani and Marco Merati Foscarini, separately from each other - with the relevant powers for the
implementation of the resolution, in accordance with the applicable law.
Confirmation of the Director co-opted by the Board of Directors meeting of March 15, 2011
The Shareholders’ Meeting, taken note of the co-option of Mr. Carlo Magnani as a member of the Board of
Directors of the Company, occurred with the resolution of the Board of Directors meeting of March 15, 2011,
resolved to confirm Mr. Carlo Magnani, born in Pavia on June 13, 1961, domiciled for the office in Via Pontaccio
10, Milan, as Director of the Company, office which will expire along with the other Directors in office.
Renewal of D&O and Professional Liability Insurance
The Shareholders’ Meeting approved the renewal of a "D&O Liability Insurance" and "Professional Liability
Insurance" policy to cover the damages caused by acts or omissions found in the professional activity carried out on
behalf of customers of the Company by persons holding certain positions within the Company.
Bylaws amendments – Amendment to Passivity Rule regime
The Shareholders' Meeting has also approved in the extraordinary section the proposed amendment of the Board of
Directors regarding art. 14 of the Company Bylaws currently in force in relation to Representation in the
Shareholders’ Meeting and the introduction of the new section regarding the power of the Company to assign for
each Meeting one or more persons to whom the persons entitled to vote may issue a proxy with voting instructions.
The Shareholders’ Meeting also approved the amendments to art. 22 of the Bylaws regarding the Powers of the
Administrative Body and approved the inclusion of the new article 32 regarding Related Parties.
With particular reference to art. 22 of the Bylaws, it should be noted that the amendment provides for the exception
to the passivity rule pursuant to Art. 104, paragraphs 1 and 1-bis of “Testo Unico della Finanza” which provides
that in the absence of prior authorization by the ordinary or extraordinary Shareholders Meeting for the resolutions
of competence, the listed Italian companies refrain from taking defensive measures to counter the objectives of a
Public Purchase and Exchange Offer promoted on the company's securities.
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Therefore, under the exemption introduced in TIP Bylaws and accepted by art. 104, paragraph 1-bis of “Testo
Unico della Finanza”, the Board of Directors of TIP (or any delegated body) may achieve measures designed to
thwart the objectives of a Public Purchase and Exchange Offer eventually promoted on the company's securities
without the need for prior approval by the Shareholders' Meeting of TIP.
In accordance with art. 77 of Consob Resolution No. 11971 of May 14, 1999 and subsequent amendments, please
be informed that the Separate Financial Statements for the year ended at December 31, 2010, together with the
related Independent Auditors Report and Board of Auditors Report, are available at the Company registered office
and Borsa Italiana S.p.A., as well as on the Company's website www.tipspa.it, as set out in paragraph 1, letter a) of
the same Article. 77.
The minutes of the Shareholders’ Meeting will be made available to the public as provided by law.
The manager responsible for the preparation of the company’s accounts, Claudio Berretti, hereby declares, as per article 154
bis, paragraph 2, of the “Testo Unico della Finanza”, that all information related to the company’s accounts contained in this
press release are fairly representing the accounts and the books of the company.
Milan, April 29, 2011
TIP - Tamburi Investment Partners S.p.A. is an independent investment / merchant bank – listed in the star
segment of Borsa Italiana – which invests in companies with “excellent” industrial and entrepreneurial
characterists and is also engaged in the advisory activities. Currently holds, directly or indirectly, stakes in
listed and unlisted companies including: Prysmian, Amplifon, Datalogic, Interpump, I.M.A. Bee Team, bolzoni,
Management & Capitali, Printemps, NH Hoteles, Zignago Vetro, Monrif, Palazzari & Turries.
Contact: Alessandra Gritti
CEO – Investor Relator
Tel. 02 8858801 E-mail: gritti@tamburi.it
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