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 (i.e. 20 April 2020), 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 certified e-mail to firstname.lastname@example.org.
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 (i.e. 27 April 2020).
Moreover, those entitled to vote still have the right to individually submit resolution proposals to the Shareholders' Meeting pursuant to Article 126-bis, subsection 1, last sentence of the CLF. Said proposals, which must be submitted to the Company at least fifteen days before the Shareholders' Meeting, i.e. by 27 April 2020, by certified e-mail to the address email@example.com, will be published by the Company on its website www.italgas.it ("Governance" - "Corporate Governance System" - "Shareholders' Meeting 2020” section) in order to allow shareholders to vote by proxy through the Designated Representative on each resolution proposal published.
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.