Shareholders' Meeting: 19 April 2018

The ordinary and extraordinary session of the Shareholders’ Meeting of Italgas S.p.A. (“Italgas” or the “Company”) is called, in a single call, for 19 April 2018, at 10.00 a.m., at the offices of CDP S.p.A., in Milan, Via San Marco, 21/A, to discuss and resolve upon the agenda of which at the Notice of Shareholders’ Meeting.

Pursuant to Article 135-undecies of the CLF, the Board of Directors’ of Italgas S.p.A. has designated Georgeson S.r.l. as the entity (“Designated Representative”) to which shareholders may confer proxies free of charge (except for the expense of sending the proxy itself) to attend at the Shareholders’ Meeting.

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

The right to submit questions

Article 127-ter
Pursuant to Article 127-ter of Legislative Decree no. 58/1998, those who have the right to vote may submit questions about the items in the agenda even before the Shareholders’ Meeting, that shall be delivered to the Company by 16 April 2018; the Company cannot guarantee answer to questions delivered after that date.

Questions may be submitted:

  • by mail to the following address:
    Italgas S.p.A. - Company Secretarial Office (April 2018 Shareholders’ Meeting Questions) - via Carlo Bo 11 - 20143 Milano;
  • by email to segreteriasocietaria@italgas.it;
  • using the dedicated forms of the Company Website: Individual - Legal Entity

At the same time, by fax, mail or e-mail (to the aforementioned references), interested persons must send documentation attesting their eligibility to the Company, in the form of the certification issued by the intermediary with whom the shares have been deposited or, alternatively, the requested notice to participate in the Shareholders’ Meeting.

Questions delivered before the above-mentioned date will be answered, no later than, during the Shareholders’ Meeting. The Company will provide a single answer to questions having the same content. No answer will be due when the information requested is already available in the FAQ section of the Company Website.

Voting by proxy

Voting by simple proxy
Each subject eligible to participate in the Shareholders’ Meeting can be represented pursuant to law by means of a written proxy, signing the proxy form issued, at his request, by authorized intermediaries, or signing the form available on the Company website www.italgas.it (“Governance” – “2018 Shareholders’ Meeting” section).
To facilitate the control of their representative powers, those who intend to participate in the Shareholders’ Meeting as proxies of persons eligible to participate, shall send documentation proving their authority:
  • by mail (copies are acceptable) at the Registered Office of the Company: Italgas S.p.A. - via Carlo Bo 11 - 20143 Milano - c/o Segreteria Societaria (April 2018 Shareholders’ Meeting Proxy); or
  • by certified email to: italgas.assemblea@pec.italgas.it.

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Proxy Form for representation in the Shareholders' Meeting

Proxy voting using the Designated Representative
Pursuant to Article 135-undecies of Legislative Decree no. 58/1998, the Board of Directors’ of Italgas S.p.A. has designated Georgeson S.r.l. as Designated Representative, to whom shareholders may confer proxies to attend at the Shareholders’ Meeting, with voting instructions on any or all of the proposals on the items in the agenda, free of charge (except for the expense of sending the proxy itself).
In this case, the proxy shall be given by signing the specific proxy form available on the Company website. The form shall be sent no later than the end of the second trading day before the date set for the Shareholders’ Meeting on single call (i.e. 17 April 2018), together with a copy of a valid identification document:
  • by fax, to +39 06 99332795;
  • by email, to: georgeson@legalmail.it;
  • by hand, Priority Mail, or courier, to: Georgeson S.r.l., Via Emilia 88, 00187, Rome
If the delegating person is a legal person, it must also send documentation attesting its corporate powers (abstract of the Companies’ Register files or similar). If a copy of the proxy is sent by fax or email, the original proxy shall be sent to the Designated Representative at the address shown above.
The proxy has effect only for those proposals on which voting instructions were provided using the dedicated form. The proxy authorisation and the associated voting instructions may be withdrawn within the previously mentioned deadline (i.e. 17 April 2018).
For all other information concerning the Designated Representative, a freephone number has been made available, 800 123794, for those calling from Italy, and phone number + 39 06 42171834, for those calling from abroad, on business days Monday through Friday from 09:00 to 18:00, as well as a dedicated email account (rappresentanteitalgas@georgeson.com).

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Form for conferring proxy and voting instructions to Georgeson S.r.l. pursuant to Article 135-undecies of Legislative Decree no. 58/1998

Additions to the agenda

Article 126-bis

Pursuant to Article 126-bis of Italian Legislative Decree no. 58/1998 such shareholders as, even jointly, represent at least one fortieth of the share capital (2.5%) may request, within ten days of publication of the Call of Shareholders’ Meeting, to add to the list of items to be deliberated, indicating in that request the further matters proposed, or may present proposals for resolution on items already on the agenda. Said right may not be exercised on matter upon which the Shareholders’ Meeting resolve on a proposal of the board of directors or on a draft or a report prepared by said board, except as provided by Article 125-ter paragraph 1 of Legislative Decree no. 58/1998.


The requests must be submitted in writing to the Registered Office of the Company by recorded delivery: Italgas S.p.A., Company Secretarial Office (Additions to the April 2017 Shareholders’ Meeting Agenda), via Carlo Bo 11, 20143 Milano, or by certified e-mail to italgas.assemblea@pec.italgas.it, together with a description of the items requested for resolution or of the reasons for further proposals for resolution presented on items already on the agenda.


Besides it must be delivered the certificate issued by the intermediary certifying ownership of the shares by the requesting Shareholders as at the date of the request itself.


Notice of updates of the agenda or further proposals for resolution presented on items already on the agenda will be provided in the same form as the publication of the notice, at least 15 days before the date set for the Shareholders’ Meeting.

Company Share Capital

The authorized share capital amounts to € 1.001.231.518,44 (a billion, one million, two hundred thirty-one thousand, five hundred and eighteen//forty-four), divided into 809.135.502 (eight hundred nine million, one hundred and thirty five thousand, five hundred and two) shares with no indication of nominal value.

The shares are not divisible and each gives the right to one vote.