The Shareholders’ Meeting is a crucial event in the life of a listed company. Attendance at the Shareholders’ Meeting can be in person or by proxy and shareholders with voting rights are able to ask questions.
How the Shareholders’ Meeting is organised
The Shareholders’ meeting is an institutional event that is an important opportunity for company management and the shareholders to meet. Our By-Laws provide for a combined notice of call for both the Ordinary and Extraordinary Shareholders' Meetings.
Shareholders with voting rights may be represented by written proxy within the legal limits, and such written proxy can be notified by mail or by certified email. Shareholders may ask questions about agenda items even prior to the meeting. Such questions will be answered at the latest during the meeting itself.
The information on Shareholders' Meetings is provided in observance of the rules for price-sensitive information.
Shareholders’ Meeting Regulations
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Voting by simple proxy (pursuant to Article 135-novies CLF)
Under the Decree, the Designated Representative may also be granted proxies or sub-proxies pursuant to Article 135-novies CLF (as an exception to art. 135-undecies, subsection 4, CLF) by signing the form (simple proxy) issued by the qualified intermediaries upon the request of the entitled party, or by signing the proxy form provided below, which it is recommended be sent by and no later than 6.00 p.m. (CET) on 18 April 2021 (without prejudice to the fact that the Designated Representative may accept proxies and/or instructions even after this deadline and prior to the start of the meeting). It is recommended to send revocation of proxies and related voting instructions by the same deadline. Proxies have no effect on proposals for which no voting instructions have been provided.
The proxy must be sent, together with a copy of a valid identification document:
- by fax, to + 39 06 99332795;
- by email, at: firstname.lastname@example.org;
If the delegating person is a legal one, evidence of the person’s corporate powers (a copy of the company search record or similar document) should also be attached.
The original proxy form, together with the confidential voting instructions to the Designated Representative and a copy of the delegating party's identification document must be sent by post to Georgeson S.r.l. Via Emilia 88, 00187, Rome.
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The proxies (pursuant to art. 135-undecies CLF or “simple” proxies under art. 135-novies CLF) can be notified to the Company at the certified email address email@example.com, please indicate “Granting of Proxy Italgas Shareholders’ Meeting 20 April 2021” in the subject line so that the Company may forward it to the Designated Representative in respect of the confidentiality of the voting instructions.
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. 29 March 2021), 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. 5 April 2021).
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 shall be made at the Shareholders' Meeting by the Appointed Representative, should be sent to the Company fifteen days prior to the Shareholders' Meeting, that is by 5 April 2021, by certified email to the address email@example.com.
These proposals will be published by the Company on its website www.italgas.it (“Governance” – “Corporate Governance System” – “2021 Shareholders’ Meeting” section) within thirteen days prior to the Shareholders’ Meeting, that is by 7 April 2021, in order to allow shareholders to vote by proxy through the Appointed Representative on each resolution proposal published.
The share capital totals €1,002,016,254.92 (one billion two million sixteen thousand two hundred and fifty-four euros and ninety-two cents) and is divided into 809,768,354 (eight hundred and nine million seven hundred and sixty-eight thousand three hundred and fifty-four) 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, now remaining €4,175,263.52, 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, now remaining 3,367,148 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. The first tranche of the aforementioned capital increase was carried out on 10 March 2021, following the resolution of the Board of Directors, through the issue of 632,852 new ordinary shares of the Company, for an amount of 784,736.48 euros, allocated to the beneficiaries of the aforementioned Plan.
ultimo aggiornamento 25 March 2021 09:59 UTC