Shareholders' Meeting: 28 April 2017
The ordinary session of the Shareholders’ Meeting of Italgas S.p.A. (“Italgas” or the “Company”) is called, in a single call, for 28 April 2017, at 10.00 a.m., in Milan, at Spazio Edit, Via Pietro Maroncelli, 14, to discuss and resolve upon the agenda of which at the Notice of Shareholders’ Meeting.
The Company has designated Georgeson S.r.l. as the entity (“Designated Representative”) to which shareholders may confer proxies free of charge.
The right to submit questions
Articolo 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 26 April 2017; 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 2017 Shareholders’ Meeting Questions) - via Carlo Bo 11 20143 Milano
- By email to email@example.com;
- 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 same 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 is due when the information requested is already available in the FAQ section of the Company Website.
Voting by proxy
Voting by simple proxy
Each person eligible to participate in the Shareholders’ Meeting may be represented pursuant to law by means of a written proxy, signing the proxy form issued at his request by authorized intermediaries or using the form available on the Company website www. (“Governance” – “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:
Proxy voting using the Designated Representative
Pursuant to Article 135- undecies of Legislative Decree no. 58/1998, the Company has designated Georgeson S.r.l. as Designated Representative, to whom shareholders may delegate proxy with voting instructions on any or all of the proposals on the items in the agenda, free of charge. In this case, the proxy must be given by signing the specific proxy form available on the Company website. The form must be sent no later than the end of the second trading day before the date set for the Shareholders’ Meeting, on single call, together with a copy of a valid identification document:
- By fax, to +39 06 99332795;
- By email, to: firstname.lastname@example.org;
- By hand, Priority Mail, or courier, to: Georgeson, 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.
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 (email@example.com).
Additions to the agenda
Pursuant to Article 126- bis of the T.U.F., 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. 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 shall be attached to it.
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 € 1.001.231.518,4, divided into 809.135.502 shares with no indication of nominal value. The shares are not divisible and each gives the right to one vote.