Shareholders' Meeting

When can I know the dates of the Italgas Shareholders' Meetings?

The financial calendar, which must be published pursuant to the current Regulation of Markets organised and managed by Borsa Italiana S.p.A. by 30 January, contains the information on the dates that Shareholders' Meeting are called. The calendar is also published on the company website.

What rights do shareholders have in the Shareholders' Meetings?

The shareholders have the right to:

  • be informed in advance that a Shareholders' Meeting has been called
  • be informed in advance of the topics on the agenda, and to add to them,
  • to present draft resolutions on matters that are already on the agenda,
  • to participate in the shareholders’ meeting and express their vote
  • to acquire further information.

Who are Shareholders’ Meetings called by, and what are the timescales involved?

The Board of Directors calls the shareholders’ meeting at least thirty days before the date the meeting is to be held, in a single call (forty days if the Shareholders’ Meeting is called to appoint the Board of Directors or the Board of Statutory Auditors).

Where is the shareholders’ meeting call notice published?

The notice is published on the company website, on the Borsa Italiana website (www.borsaitaliana.it), through the “eMarket STORAGE” authorised storage mechanism managed by Spafid Connect S.p.A. (www.emarketstorage.com)  and, in summary form, in the following newspapers: Il Sole 24 Ore, and, in English, in the Financial Times.

Where are the Company Shareholders’ Meetings held?

The Shareholders' Meetings are held in Italy, in the location indicated in the call notice.

What matters are resolved on by the Ordinary Shareholders’ Meetings?

Ordinary Shareholders’ Meetings are called to resolve on specific matters, such as, for example:

  • the approval of the annual financial statements,
  • the appointment and revocation of directors and statutory auditors, and the determination of their remuneration,
  • the allocation of the profits for the year and the distribution of the dividend, also to top up any advance payment that might have already been resolved by the Board;
  • the remuneration plans based on financial instruments for the members of the board of directors and employees,
  • liability proceedings against directors and statutory auditors;
  • the conferment and revocation of the appointment of an audit firm to act as external auditors of the company’s accounts;
  • the acquisition and sale of treasury shares.

Shareholders' Meetings are held in a single call.

May Shareholders propose liability proceedings?

Yes. Liability proceedings against directors and statutory auditors may be proposed directly, at Ordinary Shareholders’ Meetings.

When must the Ordinary Shareholders’ Meeting for the approval of the financial statements be called?

The Ordinary Shareholders’ Meeting for the approval of the financial statements is called within 180 days of the closure of the financial year to which the statements refer, since the Company is required to prepare consolidated financial statements.

How can I get information on the topics on which the Shareholders’ Meeting is called on to resolve?

The Board of Directors is required to draw up and make available to the public, at the registered offices of the issuer, on the Company website (www.italgas.it), as well as on the Borsa Italiana website  (www.borsaitaliana.it) and through the “eMarket STORAGE” authorised storage mechanism managed by Spafid Connect S.p.A. (www.emarketstorage.com) a report on each of the topics on the agenda, which also contains the draft resolution submitted to the shareholders’ meeting. The Company must comply with this obligation within the period of time in which the call notice for the shareholders’ meeting is published, or such other period of time established by the applicable law.

Specifically, what are the reports that the Board of Directors is required to draw up and make available to the public?

The Board of Directors is required to draw up and make available to the public:
the annual financial report, composed of the draft financial statements for the year, as well as the consolidated financial statements, where prepared, the report on operations and the attestation of the officer responsible for the preparation of financial reports and the reports of the board of statutory auditors and of the external auditors. They are made public within four months of the end of each financial year. There must be an interval of no more than twenty-one days between the above date and the date of the shareholders’ meeting. When the corporate bodies are to be appointed, the slates of candidates for the office of director and statutory auditor are filed at the registered offices of the issuer at least twenty-five days before the date of the shareholders’ meeting called on to resolve on the matter, and made available to the public at the registered offices and on the website at least twenty days before that date.

The arrangements for presenting, filing and advertising the slates of candidates for the office of director and statutory auditor are set out in the Bylaws and in the call notice.

Are the Shareholders allowed to ask the Company questions?

Those who have voting rights are entitled to put questions both during the Shareholders’ Meeting and before it is held, provided they pertain to the topics on the agenda.

The call notice contains the arrangements for submitting questions, and the period of time before the start of the shareholders’ meeting within which questions may be submitted.

What are the arrangements to follow to add something to the agenda?

The shareholders who, also jointly, represent at least one fortieth of the share capital (2.5%) may ask, in writing by registered mail with advice of receipt, or by certified electronic mail to the address italgas.assemblea@pec.italgas.it within 10 days of the publication of the call notice for the Shareholders’ Meeting, to supplement the list of topics to be dealt with, indicating in their request the further topics they propose, or present draft resolutions on topics that are already on the agenda, annexing a report on the topics which it is proposed should be discussed, or the reasons for the further draft resolutions submitted on topics that are already on the agenda.

Together with the request, the certification issued by the intermediary attesting that the requesting shareholders are in possession of the shares, valid on the date of the request, must also be produced.

Notice of the supplementation of the agenda or the presentation of further draft resolutions on topics that are already on the agenda will be given in the same forms as prescribed for the publication of the Call notice, at least 15 days before the date set for the Shareholders’ Meeting.

Are there any topics for which supplementation is not allowed?

Supplementation is not permitted for items on which the shareholders’ meeting resolves, in accordance with the law, on the proposal of the Directors or on the basis of a plan or report prepared by them that is different to those on the topics on the agenda.

In what way can shareholders participate in the Shareholders’ Meeting?

They can participate personally or through a proxy.

In the first case, the persons entitled must go to the place the shareholders’ meeting is being held by the time indicated in the call notice.

In the second case, the person must issue a specific proxy to a representative.

Can voting rights be exercised by correspondence, or electronic media?

The Italgas bylaws do not envisage the right to exercise the right to vote by correspondence, or by electronic media; so participation in the shareholders’ meeting can only be in person or through a proxy.

Who can a voting proxy be issued to?

Any person lawfully entitled to attend the Shareholders’ Meeting can empower someone to represent them, pursuant to law, through a written proxy conferred on another person of their choice, by signing the proxy form (simple proxy).
Alternative, shareholders may confer their proxy on the Designated Representative, using the appropriate form. A proxy cannot be issued with the name of the representative left blank.
In either case, a shareholder who intends to participate in the shareholders’ meeting must preliminarily attest that they hold said right, or are entitled to attend the meeting and exercise the right to vote.

In general, are there any limitations on the issuing of voting proxies?

There are no limits to the number of proxies that the same person can receive. In any event, it should be recalled that:

  • a proxy may be conferred for single shareholders’ meetings, with effect also for subsequent calls;
  • if the proxy is a general power of attorney, or is conferred by a company, association, foundation or other collective body or institution on one of its employees, it shall be effective until revoked;
  • if conferred on a company, association, foundation or other collective body or institution, said body may only confer a proxy on one of its employees;
  • proxies may not be conferred on directors, statutory auditors or employees of the Company or its subsidiaries, or on said subsidiaries.

Where may references to the methods for voting by proxy be found?

The call notice contains the reference to said methods for exercising voting rights, and to the arrangements for any notification of voting proxies, also by certified electronic mail.

How can I obtain attestation that I am entitled to participate in the Shareholders’ Meeting?

The person who holds the voting right must ask the intermediary with which their shares are deposited (bank, investment company) to issue a communication, formulated based on the evidence by the close of business on the seventh trading day before the date set for the Shareholders’ Meeting (record date).

Credit or debit entries made on accounts subsequent to the record date shall not be considered in terms of the entitlement to vote in the shareholders’ meeting; so those who are shown as possessing the shares only after that date shall have no right to participate and vote in the shareholders’ meeting.

Said communications must reach the issuer by the end of the third trading day before the date set for the shareholders’ meeting, and in any event before the start of the shareholders’ meeting in a single call.

Who is the Designated Representative, and who appoints them?

The designated representative is a natural or legal person on whom all shareholders may confer their proxies, at no charge, and they are appointed by the Issuer Company.

The call notice identifies the person designated by the Company for the conferment of voting proxies, the methods for shareholders to confer proxies, and the period of time within which this should be done, making it clear that the proxy shall have no effect on proposals upon which no voting instructions have been conferred.

What are the arrangements to follow to give a proxy to the Designated Representative?

  • Download the Designated Representative Proxy Form from the website italgas.it (Shareholders’ Meeting section) or request a copy from the following e-mail address:  rappresentanteitalgas@georgeson.com
  • Filling the Proxy Form
  • Make a photocopy of your (valid) identity document.
  • Send the Proxy form, by the end of the second trading day before the day set for the Shareholders’ Meeting, together with a copy of a valid identity document, through one of the following channels.
  • By fax, to +39 06 99332795;
  • By e-mail, to: georgeson@legalmail.it
  • By hand, or priority mail or express courier, to:

Georgeson Srl, Via Emilia 88, 00187, Roma.

If the delegating person is a legal one, evidence of the person's corporate powers (a copy of registration certificate or similar document) should also be attached.

Subsequently, and if the proxy has been transmitted in the form of a copy, the original proxy form should also be sent to the Designated Representative c/o Georgeson Sr, Via Emilia 88, 00187, Rome.

The representative shall retain the original of the proxy form and keep track of any voting instructions received for a period of one year from closure of the shareholders' meetings concerned.

Can a proxy be issued to more than one representative?

The proxy is conferred on a single representative for each shareholders’ meeting, although the possessor of the voting right may indicate substitutes.

A different representative may be delegated for each of the accounts on which the movements of financial instruments are registered.

If the proxy envisages this faculty, the delegated person may appoint a replacement of their choice.

Can the proxy be revoked?

Yes. The proxy and voting instructions may be revoked within the same period of time as prescribed for it to be sent (end of the second trading day before the day set for the shareholders’ meeting), and with the same methods.

Are any charges payable by the person conferring the proxy?

No. Conferring a proxy and voting instructions by signing the form does not incur any expense to the delegating person.

Can a proxy be only partially conferred?

Yes. A proxy can also be partial. In relation to those proposals for which no voting instructions have been conferred, the shareholders’ shares are not included in the calculation of the majority and the share of capital required for approval of the resolutions.

Are Shareholders’ Associations authorised to collect proxies from among the shareholders who are employees of the Company?

The Company makes available to associations of shareholders who meet the requirements provided for in the relevant legislation, in accordance with terms and conditions agreed from time to time with their legal representatives, the facilities necessary for communication and work activities related to the collection of proxies of shareholders employed by the Company and its subsidiaries.

Such activities are also disciplined by specific regulations issued by Consob.

What are the quora for shareholders’ meeting that are needed for proposals to be approved?

The validity of Shareholders' Meetings and all resolutions adopted thereby are defined in accordance with the law.

How long afterwards, and in what way, are the results of the votes at Shareholders’ Meetings made known?

A brief summary of the votes, containing the number of shares represented in the shareholders’ meeting, and the shares for which a vote has been expressed, the percentage of capital these shares represent, and the number of votes for and against the resolution, and the number of abstentions, is made available on the Company website within five days of the date of the shareholders’ meeting.

Are the minutes of the Shareholders’ Meeting accessible to the public?

The minutes of the shareholders’ meeting are made available on the website within thirty days of the date of the meeting.

Where is information about collecting the Dividend published?

The Company announces all information needed to collect the dividend on its website, and by publication in the following newspapers: Il Sole 24 Ore and in English in the Financial Times.

Can a shareholder decided not to collect the Dividend?

Yes. Shareholders may forgo receiving the Dividend by making a specific request to their intermediary.

Can Shareholders acquire information on the composition of the share ownership of the Company? If they can, how can they do this?

Yes. Shareholders can acquire information on the composition of the share ownership of the Company by consulting the register of shareholders.

To do this, they must apply to the Head of Legal, Corporate Affairs and Compliance (e-mail address: segreteriasocietaria@italgas.it) and attend at the offices of the Company during work hours, bringing specific certification attesting their possession of said right.

Board of Directors

How long is the term of office of the Italgas Board of Directors?

The Board of Directors of Italgas remains in office for three years, and this term expires on the date of the Shareholders’ Meeting called to approve the financial statements for the last year of office of the Directors. Directors may be re-elected.

How many directors are there and how are they appointed?

Pursuant to the Bylaws, there are 9 directors, and as a rule they are appointed through slate voting, specified in art. 13 of the Bylaws. Four of the nine directors possess the requirements of independence required by the law and the Corporate Governance Code. Currently, three of the nine members of the Board of Directors are female, in accordance with the current law on gender balance (one third of the members).

Who are the Italgas directors?

  • Mr Lorenzo Bini Smaghi (non-executive Director and Chairman)
  • Mr Paolo Gallo (Chief Executive Officer)
  • Mr Nicola Bedin (non-executive independent Director)
  • Ms Barbara Borra (non-executive independent Director)
  • Mr Maurizio Dainelli (non-executive Director)
  • Ms Cinzia Farisè (non-executive independent Director)
  • Mr Yunpeng He (non-executive independent Director)
  • Mr Paolo Mosa (non-executive Director)
  • Ms Paola Annamaria Petrone (non-executive independent Director)

What is the role of the Board of Directors?

Pursuant to article 2381 of the Italian Civil Code, a series of duties are attributed to the Board of Directors, in addition to those that cannot be delegated by law and in general they are those specified in the Corporate Governance Code.  The description of these duties may be consulted on the Company website.

How often does the Board of Directors meet?

The Board of Directors meets 8 to 10 times a year, in general. The dates of the meetings to review and approve the economic and financial information are announced to the public in the financial calendar.

Have any internal Committees of the Board of Directors been instituted?

To discharge its duties effectively, the Board has instituted four committees: the Control, Risk and Related Party Transactions Committee, the Compensation Committee, the Appointments Committee and the Sustainability Committee, each composed of three non-executive directors, a majority of whom are independent, one of whom is appointed Chair, apart from the Control, Risk and Related Party Transactions Committee, which is composed of independent directors only and the Sustainability Committee, which is composed of a majority of non-executive directors. The aforementioned  Committees provide advice and proposals to the Board of Directors. The duration in office of each member corresponds to the duration in the office of director.

Who may submit slates for the Board of Directors?

Shareholders who alone or with others represent at least 0.5% of the shares with voting rights in the ordinary Shareholders' Meeting.

Why is the Board of Directors appointed with the slate voting mechanism?

To ensure that not only major shareholders but minority shareholders are represented.

Is the Chair appointed by the Shareholders’ Meeting?

Yes, the is Chair appointed by the Shareholders’ Meeting.

What is the economic and financial data that the Board of Directors must approve?

The economic and financial data that the Board of Directors must approve are the data in the annual and consolidated financial statements, the half-yearly report and the interim reports on operations.

Board of Statutory Auditors

Who may propose candidates for the office of Alternate Auditor of the Company?

Each shareholder that submits suitable certification to the Company, or the communication that verifies their eligibility to participate in the Shareholders’ Meeting, issued by an authorised intermediary, specifying that their holding should in any event be confirmed at the “record date”.

With what majorities does the Shareholders’ Meeting resolve for the appointment of the Alternate Auditor?

The Ordinary Shareholders’ Meeting is called on the resolve with the legal majorities (without application of the slate voting system, pursuant to the Bylaws).

How long will the Alternate Auditor to be appointed by the Italgas Shareholders’ Meeting remain in office?

The Alternate Auditor will remain in office for the duration of the entire mandate of the current Board of Statutory Auditors and thus until the approval of the financial statements at 31 December 2018.

What requirements must the candidates for the office of Alternate Auditor of Italgas have?

In accordance with the indications set out in the Corporate Governance Code for listed companies, the candidates for the office of Auditor must be chosen from among those persons who may qualify as independent in application of the same criteria as those envisaged for qualifying as an independent Director, currently established by the Board of Directors based on the related provisions of said Code. The candidates for the office of Auditor must also be in possession of the requisite integrity and professionalism prescribed for the auditors of listed companies in Ministry of Justice Decree no. 162 of 30 March 2000.

Shareholders

What is the shareholders’ structure of Italgas?

Italgas S.p.A. share capital amounts to euro 1,001,231,518.44 represented by 809,135,502 shares without indication of nominal value.

Relevant participations (owning more than 3% of Italgas shares, on the basis of data obtained from “Libro Soci”, the information available and communications received pursuant to Art. 120 of the Testo Unico della Finanza. Updated 21st April 2017):

  • CDP Reti: 210,738,424 number of shares held (of which 202,898,297 owned by CDP Reti S.p.A. and 7,840,127 owned by CDP Gas s.r.l)
  • Snam S.p.A. : 109,233,293 number of shares held
  • Lazard Asset Management LLC: 58,890,920 number of shares held
  • Romano Minozzi: 33,722,131 number of shares held

FINANCIAL STATEMENTS, HALF YEAR REPORT AND OTHER INTERIM REPORTS

When are the draft financial statements made available and when are the approved financial statements made available?

The draft financial statements must be available at least 21 days prior to the Shareholders’ Meeting; the approved financial statements the day after they are approved by the Shareholders’ Meeting.

When is the Annual Report made available?

The Annual Report is made available simultaneously to the draft financial statements.

Are the financial statements and the consolidated financial statements, the Annual Report, the half year and quarterly reports and press releases published on the Internet?

The financial statements and the consolidated financial statements, the Annual Report, the half year and quarterly reports and press releases are published on our website in the Investor Relations section and are available at Borsa Italiana S.p.A. website (www.borsaitaliana.it) and at the authorised storage system “NIS-STORAGE” managed by Spafid Connect SpA. (www.emarketstorage.com).

Is your half year report subject to auditing?

Yes.

Is your half year report prepared on a consolidated basis?

Yes.

How many quarterly reports are approved?

During the year 2 quarterly reports are approved (at 31 March and 30 September).

Which newspapers are used to announce the availability of the documentation?

The newspapers on which the notices are published are: Il Sole 24 Ore and the English edition of the Financial Times.

Debt

What is Italgas’ credit rating?

Fitch and Moody's rating agencies assigned to Italgas, respectively, rated BBB + and Baa1 rating on November 8, 2016.

The Company

What is the background of Italgas?

Italgas began its journey over 170 years ago: on 12 September 1837 the Compagnia di Illuminazione a Gaz per la Città di Torino (Gas Lighting Company for the City of Turin) was founded, the first Italian company, and one of the first in Europe, to produce and distribute gas for lighting.

It had only seventy employees but after just two years, it was already supplying gas for 1,600 street lamps, supplanting the old oil lamps.

Its expansion in the rest of the Kingdom of Italy began five years later under its new name, Società Italiana per il Gas.

In the following years, with the advent of electricity, the company changed its offer and started to distribute manufactured gas for heating and cooking food.

In 1967 Italgas became part of Eni, which was already one of the most important international energy businesses.

As natural gas became increasingly widespread, and supported by the development of gas pipelines in the 1970s, the Company focused on building networks for urban distribution and sale of gas to residential customers, taking on a leading role in spreading the use of natural gas throughout Italy.

In 2000, in compliance with the new law regarding the separation of gas distribution from its sales, the sales business was separated, and incorporated into Eni’s Gas and Power Division.

Since 1 July 2009 Italgas, along with Stogit and GNL Italia, was a part of Snam, a major integrated player at Italian and European level, for the entire supply chain of regulated activities in the gas industry (transport, storage, distribution, and regasification).

On 7 November 2016 Italgas split off from the Snam Group through a demerger and is listed on the Milan Stock Exchange.

What is Italgas’ business?

Italgas is the leading operator in Italy in natural gas urban distribution for residential use.

How large is the gas distribution network of Italgas?

Italgas operates a distribution network that is over 56,700 kilometres long and through which, over the last year, it has distributed about 7.6 billion cubic meters of gas to 6.5 million households.

Who are the largest European peers for Italgas?

Italgas operates in the regulated business of natural gas distribution in Italy and is one of the most important players in Europe.
In the field of companies active in energy infrastructure, some of the most significant players are:

  • A2A: an Italian multi-utility company operating in: electricity production, sales of electricity and gas, electricity and gas networks, district heating, water cycle;
  • IREN: an Italian multi-utility company active in the production of electricity, in the distribution of electricity and gas as well as in district heating services;
  • Hera: an Italian multi-utility company that is active in waste, gas distribution, energy sales and water cycle.

The Regulatory Framework

What does RAB stand for?

RAB stands for Regulatory Asset Base and represents the value of net invested capital calculated on the basis of rules set out for transport and regasification companies by the Italian Regulatory Authority for Electricity Gas and Water to determine the reference revenues.
The 2014 year end RAB was € 5.6 billion. The estimated value of 2015 year end RAB is € 5.7 billion.

What is the regulatory period?

It is the four-year period, for which criteria are defined for setting rates for gas distribution.
Italgas is now in the fourth regulatory period for gas distribution, which runs from 1 January 2014 to 31 December 2019.
In addition to the regulatory period for gas distribution the Authority has also introduced a regulatory period on the calculation of the return on invested capital, that is valid for all transport and dispatching activities for gas, water and electricity. This regulatory period lasts six years, with a mid-term review at the end of the third year, starting from 1 January 2016.

What is the rate of return set by the Authority?

The WACC (Weighted Average Cost of Capital) indicates the remuneration of the net invested capital as recognised by the Italian Authority at the beginning of every regulatory period.

The WACC for gas distribution is 6.9% for 2015 and to 6.1% for the years 2016-18 for the distribution part, while for the metering part it is 7.2% for 2015, and 6.6% for the years 2016-18.

Italgas on the stock market and its dividend

On what stock market is Italgas listed?

Italgas’ shares have been listed on the Italian Stock Exchange since 7 November 2016.

What is the stock exchange identification number of Italgas’ shares?

All the shares listed on the Italian Stock Exchange are identified by an international alphanumeric code. This code is an ISIN (International Securities Identification Number). For Italgas’ shares the ISIN code is IT0005211237. Shares are also identified with an abbreviation (or ticker), which varies according to the market: the abbreviation for Italgas shares listed on the Italian Stock Exchange is IG. According to the different financial reporting agencies (Reuters or Bloomberg), the suffix of the abbreviation can change, as follows:

Reuters: IG.MI

Bloomberg: IG IM

What is the dividend policy of Italgas?

Italgas’ management is committed to providing an attractive and sustainable remuneration to its shareholders over time. The Italgas dividend policy offers a return among the most competitive in the industry, amounting to 20 euro cents per share in 2016, payable in 2017, and a "low single digit" growth in the following two years.

How are dividends taxed?

Dividends from Italgas S.p.A. ordinary shares are subject to the following taxation:

  • a withholding tax of 26% is withheld for dividends of Italian issue, distributed to individuals fiscally resident in Italy since 1 July 2014. For any further information on the matter, please refer to the website of the Italian Revenue Service www.agenziaentrate.gov.it.
  • For people not resident in Italy, the dividend is subject to a 26% tax withheld at the source. In order to avoid double taxation, people not resident in Italy and who receive dividends distributed by Italian companies are entitled to a tax refund, under the specific fiscal conventions in place between Italy and each foreign country. For any additional information, please refer to the website of the Italian Ministry of Economy and Finance.

Operational and Financial Information

What is Italgas’ CAPEX plan?

The organic CAPEX for the period 2016-2020 is € 2 billion, which corresponds to over 35% of the RAB (regulatory asset base) calculated in 2015, of which € 0.4 billion in 2016 alone (52% on the network, 31% in metering activities, 17% in other activities) and the remaining € 1.6 billion over the next four years (48% on the network, 43% in metering activities and 9% in other activities).

What are the objectives of Italgas in the medium- to long term?

Italgas intends to use the reorganization of the concession areas in ATEM to realign its portfolio, exiting some concessions and strengthening those where it can better leverage its efficiency and provide the highest quality of service. The concession awarding process has just started and will last for the next 5 years or so. Italgas intends to use this opportunity to increase its market share to about 40%.