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2007-07-23

Shareholders’ Meeting - April 18 and 19, 2007

On April 19, 2007 the Ordinary and Extraordinary Meeting of SEAT Pagine Gialle S.p.A. was held in second convocation.

The Ordinary Meeting resolved:

to approve the Report on Operations of the Board of Directors and the Financial Statements of SEAT Pagine Gialle S.p.A., which present a net income of € 83,395,368.51;

to allocate the income of € 83,395,368.51 as follows:

€ 373,350.00 to the Legal Reserve, in order for such reserve to reach one fifth of the certified share capital (€ 49,975,742.89) existing as at December 31, 2006;
to Shareholders a total dividend of € 58,457,448.24, determined as follows:
1. € 0.0070, including legal deductions, per each of no. 8,203,325,696 ordinary shares totalling € 57,423,279.87;
2. € 0.0076, including legal deductions, per each of no. 136,074,786 savings shares (due to the increase set for savings shares) totalling € 1,034,168.37.

Such dividend is subject to the taxation prescribed for incomes under articles 44 and 89 of Presidential Decree No. 917 of December 22, 1986;

the remaining income of € 24,564,570.27 to the “ Reserve for retained earnings”;

to pay the dividend as from May 24, 2007, with ex-dividend date fixed on May 21, 2007;

to delegate to the Chairman and to the Managing Director, jointly or severally, the power to verify, in due course, on the basis of the exact final amount of shares for which dividends are paid, the total profit distributed and the profit carried forward, since the overall amount of the distributed dividend may vary, subject to the number of shares with regular settlement on the payment day of the dividend, and taking into consideration the number of shares susceptible of subscription for the purposes of the capital increases under Article 5 of the Company’s By-Laws and actually issued by such date;

to appoint Antonio Belloni and Carmine Di Palo as member of the Board of Directors.

The Extraordinary Meeting resolved:

to integrate Article 5, third paragraph, of the Company By-Laws (Share Capital) with an expressed indication on the deadline to subscribe the capital increase referred to above;
to modify the following Articles of the Company By-Laws: Article 8 (Right to Participate), aligning it to the rules established by the Article 2370 of the Italian Civil Code; Article 14 (Composition of the Board of Directors), aligning the rules concerning the appointment and composition of the Board of Directors to the provisions of the Article 147, paragraph 3, of the Legislative Decree No. 58/1998 and some recommendations laid down by the Code of Conduct for the Italian listed company; (Meeting of the Board of Directors) granting each member of the Board of Statutory Auditor with the right to convene the Board of Directors; Article 19 (Powers of the Board – Delegation of Power) establishing the procedure to appoint the Manager charged with the drawing up of the company’s accounting documents; Article 22 (Board of Statutory Auditors) aligning the procedure allowing the Minority to appoint an Acting Auditor of the Board of Statutory Auditors and that for the appointment of the Chairman of the Board to the provisions of the Article 148 of the Legislative Decree No. 58/1998, and also aligning the procedure for submitting lists of candidate to the recommendations laid down by the Code of Conduct for the Italian listed company