Snam’s Noteholders’ Meeting approves the separation of Italgas from Snam

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, CANADA AND JAPAN

San Donato Milanese, 30 September 2016 – Snam’s Noteholders’ Meeting, held on a single call today at the Company’s headquarters in San Donato Milanese, has approved the separation of Italgas from Snam, by means of a unitary and substantially simultaneous transaction, which will likely occur by 31 December 2016. The holders of notes listed below have approved the transaction which includes, inter alia, the partial and proportional demerger and, subsequently, the listing of shares of the beneficiary company of the demerger, directly holding the entire share capital of Italgas Reti SpA, on the Milan Stock Exchange (MTA – Mercato Telematico Azionario).

86.21% of the outstanding principal amount of the notes has convened at the Meeting and 99.69% of the outstanding principal amount of the notes represented at the Meeting has voted in favour.

The transaction has already been approved by Snam’s Extraordinary Shareholder Meeting on 1 August 2016. All the information in this respect is included in the press releases and in the other documents previously distributed, which are available on the websitewww.snam.it. The issuer will pay a consent fee to the noteholders, according to the market practice and subject to the terms set forth in the relevant documentation.

The notice of the results of the Noteholders’ Meeting is available on the website www.snam.it and is also published on the Luxembourg Stock Exchange website www.bourse.lu.

Results of each series of notes:

Series
ISIN
Description
Outstanding amount
Block Voting Instructions or Meeting Notifications received from Noteholders [1] (%)
Block Voting Instructions or Meeting Notifications in favour [2] (%)
7
XS0914292254
€1,250,000,000 2.375 per cent. Notes due 30 June 2017
€999,915,000
84.24%
100%
3
XS0829183614
€1,500,000,000 3.875 per cent. Notes due 19 March 2018
€1,200,046,000
86.45%
99.82%
9
XS0969669463
€70,000,000 2.625 per cent. Notes due 10 September 2018
€70,000,000
100%
100%
2
XS0806449814
€1,000,000,000 5.000 per cent. Notes due 18 January 2019
€850,050,000
89.85%
99.35%
14
XS1061410962
€500,000,000 1.500 per cent. Notes due 24 April 2019
€500,000,000
76.40%
100%
11
XS0985872414
‎¥‎10,000,000,000 1.115 per cent. Notes due 25 October 2019
¥‎10,000,000,000
100%
100%
6
XS0853682069
€1,250,000,000 3.500 per cent. Notes due 13 February 2020
€1,250,000,000
86.40%
99.95%
8
XS0914294979
€500,000,000 3.375 per cent. Notes due 29 January 2021
€500,000,000
89.20%
99.04%
4
XS0829190585
€1,000,000,000 5.250 per cent. Notes due 19 September 2022
€1,000,000,000
86.93%
98.73%
15
XS1126183760
€750,000,000 1.500 per cent. Notes due 21 April 2023
€750,000,000
84.26%
100%
16
XS1318709497
€750,000,000 1.375 per cent. Notes due 19 November 2023
€750,000,000
84.46%
100%
12
XS1019326641
€600,000,000 3.250 per cent. Notes due 22 January 2024
€600,000,000
88.90%
100%

DISCLAIMER

This announcement (and the information contained therein) may not be disseminated, either directly or indirectly, in other jurisdictions, particularly Japan, Canada and the United States of America, or in any other country in which the issuance of the securities mentioned in this announcement is not permitted without specific authorisations from the competent authorities and/or communicated to investors residing in said countries. Any party that comes into possession of this announcement must first check the existence of said regulations and restrictions and comply with them. The securities mentioned in this announcement have not been, and are not expected to be in the future, registered pursuant to the United States Securities Act of 1933, as amended; therefore, they cannot be offered or sold, either directly or indirectly, in the United States, except pursuant to an exemption.

[1] As a percentage of Outstanding Principal Amount

[2] As a percentage of total votes received from noteholders

Italgas submits application for admission of shares on the Electronic Share Market of Borsa Italiana

San Donato Milanese, 13 September 2016 – Italgas S.p.A. (formerly ITG Holding) yesterday submitted an application for the admission of ordinary shares to be listed on the Electronic Share Market (MTA) organised and managed by Borsa Italiana, under the scope of the industrial and corporate reorganisation to demerge Italgas from Snam.

At the time of applying for admission to listing, the company ITG Holding S.p.A. took on the name of Italgas S.p.A., whilst the operative company Italgas S.p.A. took on the name of Italgas Reti S.p.A.

For the purpose of admission to listing, the Board of Directors of Italgas S.p.A., appointed by the Shareholder Meeting, comprising Lorenzo Bini Smaghi (Chairman), Paolo Gallo (Chief Executive Officer), Nicola Bedin, Barbara Borra, Maurizio Dainelli, Cinzia Farisè, Yunpeng He, Paolo Mosa and Paola Annamaria Petrone, determined that, with regard to the nine Directors, four of whom are independent, there are no causes of ineligibility or incompatibility and that each of them possesses the integrity requirements laid down by current legislation. In addition, the Board of Directors also determined that Directors Barbara Borra, Nicola Bedin, Cinzia Farisè and Paola Annamaria Petrone possess the independence requirements laid down by law and by the Corporate Governance Code.

Furthermore, the Board of Directors also determined that the members of the Board of Statutory Auditors – Gian Piero Balducci (Chairman), Giandomenico Genta, Laura Zanetti (Standing Auditors), Marilena Cederna and Walter Visco (Alternate Auditors) – meet the requirements of professionalism and integrity pursuant to Ministerial Decree no. 162 of 30 March 2000, as specified by Art. 20.1 of the Articles of Association. It also acknowledged the adherence to the requirements of independence provided for by law and the Corporate Governance Code on the basis of the verifications carried out by the Board of Statutory Auditors and transmitted to the Board, in accordance with Application Criterion 8.C.1. of the Corporate Governance Code approved by the Corporate Governance Committee (July 2015 edition).

The Board of Directors also verified that the composition of the Board itself and the Board of Statutory Auditors complied with the provisions of law and Articles of Association in force on gender balance.

Moreover, in line with the provisions of the Corporate Governance Code and Snam corporate governance system, the Board of Directors of Italgas S.p.A. has established the Control, Risk and Related Parties Transactions Committee, the Compensation Committee, the Appointments Committee and the Sustainability Committee, appointing the following members:

Control, Risk and Related Parties Transactions Committee

  • Paola Annamaria Petrone (Chairwoman) (*);
  • Barbara Borra (*)
  • Cinzia Farisè (*)

  Compensation Committee

  • Barbara Borra (Chairwoman) (*);
  • Maurizio Dainelli (**)
  • Paola Annamaria Petrone (*)

  Appointments Committee

  • Cinzia Farisè (Chairwoman) (*);
  • Maurizio Dainelli (**)
  • Nicola Bedin (*)

Sustainability Committee

  • Nicola Bedin (Chairman) (*);
  • Yunpeng He (**)
  • Paolo Mosa (**)

The Board of Directors attested that at least one member of the Control, Risk and Related Parties Transactions Committee, and of the Compensation Committee fulfils the requirements set out in the Corporate Governance Code. (*) A non-executive independent director (**) A non-executive director

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