The Shareholders’ Meeting is a crucial event in the life of a listed company. Attendance at the Shareholders’ Meeting can be in person or by proxy and shareholders with voting rights are able to ask questions.

 

How the Shareholders’ Meeting is organised

The Shareholders’ meeting is an institutional event that is an important opportunity for company management and the shareholders to meet. Our By-Laws provide for a combined notice of call for both the Ordinary and Extraordinary Shareholders' Meetings.

Shareholders with voting rights may be represented by written proxy within the legal limits, and such written proxy can be notified by mail or by certified email. Shareholders may ask questions about agenda items even prior to the meeting. Such questions will be answered at the latest during the meeting itself.

The information on Shareholders' Meetings is provided in observance of the rules for price-sensitive information.

 

Shareholders’ Meeting Regulations

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Meeting 2018

 

The Shareholders’ Meeting of Italgas S.p.A. was held on 19 April 2018 at 10:00, at the offices of CDP S.p.A. in Milan (Via San Marco, 21/A).

Outcomes and minutes

Summary account of the votes pursuant to art. 125-quarter, paragraph 2, of Legislative Decree No. 58/1998

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Minutes of the Extraordinary Shareholders' Meeting of Italgas S.p.A. - 19 April 2018

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Italgas: the Shareholders' Meeting approves the 2017 financial statements and the proposed dividend

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Notices

Notice of Call

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Documentation publication notice 20 March 2018

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Documentation publication notice 23 March 2018

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Documents and reports

Report on item 1 - Extraordinary session - Share capital increase

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Report on item 2 - Extraordinary session - Amendment of the By-Laws

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Report on item 4 - Ordinary session - Co-investment plan

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Report on item 5 - Ordinary session - Director appointment

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Italgas - Information Document - Co-investment plan

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2017 Annual Report

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Report on item 1 - Ordinary session - Financial Statements

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Report on item 2 - Ordinary session - Distribution

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Report on item 3 - Ordinary session - Compensation Report

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2018 Compensation Report

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2017 Report on Corporate Governance

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Consolidated Non-Financial Statement

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Right to ask questions

Shareholders with voting rights may ask questions about agenda items even prior to a meeting, arranging for them to reach the company by 16 April 2018. The company cannot guarantee replies to questions received after this date.

The questions can be submitted:

Interested parties must at the same time send confirmation of entitlement, represented by the certificate issued by the intermediary with which the shares are deposited, or alternatively the notification required for attendance at the Shareholders’ Meeting.

Questions arriving by the deadline indicated above will be answered during the Meeting, at the latest. The Company can provide a single response to questions with the same content. No response will be due if the information requested is already available in the FAQ section.

 

Proxy voting

Simple proxy voting

Every person eligible to attend the Shareholders’ Meeting can, in accordance with law, arrange representation by written proxy by signing the form issued by the authorised intermediaries at the eligible person’s request, or by signing the proxy form available on the company web site at www.italgas.it (section: “Governance” – “Shareholders’ Meeting 2018”).

To facilitate verification of their delegated powers, those wishing to attend the Shareholders’ Meeting as representative of the person eligible to attend can arrange submission of documentation proving such powers:

  • original or copy by mail to the company’s registered office: 
    Italgas S.p.A. - via Carlo Bo 11 - 20143 Milan - c/o Company Secretary (Proxy for Shareholders' Meeting, April 2018); or
  • by certified e-mail to italgas.assemblea@pec.italgas.it

 

Proxy form for representation at the Shareholders’ Meeting

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Proxy voting through the Appointed Representative

Pursuant to art. 135-undecies of Italian Legislative Decree 58/1998, the Board of Directors of Italgas S.p.A. has appointed Georgeson S.r.l. as the Appointed Representative upon which shareholders can confer proxy, completely free of charge (except for proxy form mailing costs), for attendance at the Shareholders’ Meeting, giving voting instructions on all or part of the proposals included in the agenda.

In this case, the proxy must be in writing on the specific proxy form available on the company web site and must be sent by the end of the second market trading day prior to the date set for the Shareholders’ Meeting on single call, i.e. 17 April 2018, together with a copy of a valid ID document:

  • via fax to: + 39 06 99332795;
  • via e-mail to: georgeson@legalmail.it;
  • by hand, priority mail or express courier to: Georgeson S.r.l., Via Emilia 88, 00187, Rome.

If the eligible party is a legal entity, proof of the related corporate powers must also be attached (copy of Chamber of Commerce search or similar).

If the proxy form is submitted as a copy (via fax or e-mail), the original must be mailed afterwards to the Appointed Representative at the address indicated above.

The proxy is valid only for proposals for which voting instructions have been stated on the specific form. The proxy and voting instructions can be cancelled by the deadline indicated above (17 April 2018).

For further information regarding the Appointed Representative, the following can be contacted on business days, Monday to Friday, from 09:00 to 18:00:

  • toll free number 800 123794, if you are calling from Italy
  • the phone number + 39 06 42171834, if you are calling from another country
  • a dedicated e-mail account (rappresentanteitalgas@georgeson.com).

 

Form granting proxy and voting instructions to Georgeson S.r.l. pursuant to art. 135-undecies, Italian Legislative Decree 58/1998

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Addition to the agenda (art. 126-bis)

Pursuant to art. 126-bis of Italian Legislative Decree 58/1998, within 10 days of publication of the notice of call, shareholders who individually or jointly represent at least one fortieth of the share capital (2.5%) can request additions to the list of items to be discussed - indicating the additional topics proposed in the request - or submit resolution proposals on items already on the agenda.

 

Additions are not permitted for matters on which the Shareholders’ Meeting resolves by law at the proposal of the directors or on the basis of a plan or report prepared by them, other than those referred to in art. 125-ter, paragraph 1 of Italian Legislative Decree 58/1998.


Requests must be accompanied by a report on the matters proposed for discussion or the justification relating to additional resolution proposals submitted on items already on the agenda. They must be sent

  • by recorded delivery mail to the company’s registered office: Italgas S.p.A. - Company Secretary (Addition to the Shareholders' Meeting Agenda, April 2018) - via Carlo Bo 11 - 20143 Milan
  • or by certified e-mail to assemblea@pec.italgas.it.

The certification issued by the intermediary that proves ownership of the shares by the requesting shareholders must be submitted with the request, valid as at the date of the request.


The company will issue notice of the addition to the agenda or the submission of additional resolution proposals on items already on the agenda, in the same formats prescribed for publication of the notice of call, and at least 15 days prior to the date set for the Shareholders’ Meeting on single call.

 

Share capital

The share capital totals €1,001,231,518.44 (one billion, one million two hundred and thirty-one thousand, five hundred and eighteen Euro and forty-four cents) and is divided into 809,135,502 (eight hundred and nine million, one hundred and thirty-five thousand, five hundred and two) ordinary shares without par value.

The shares are indivisible and each offers the right to one vote.

The Extraordinary Shareholders' Meeting of 19 April 2018 resolved to increase the share capital by a maximum €4,960,000 through assignment, pursuant to art. 2349 of the Italian Civil Code, of a corresponding amount drawn from retained earnings reserves, with the issue of a maximum 4,000,000 ordinary shares for assignment free of charge to beneficiaries of the incentive plan approved by the Ordinary Shareholders' Meeting of 19 April 2018 and to be completed by the final deadline of 30 June 2023.

ultimo aggiornamento Tue Jun 19 13:09:26 UTC 2018