Shareholders’ Meeting

The Shareholders’ Meeting is an essential appointment in the life of a listed company. Participation in the Shareholders’ Meeting may occur in person or through a proxy, and shareholders with voting rights are allowed to ask questions.

 

Role and conduct of the Shareholders’ Meeting 

The Shareholders’ Meeting is the decision-making body of the shareholders and plays a key role in company life.

Appoints and removes

Appoints and removes members of the Board of Directors and Board of Statutory Auditors and establishes their compensation and responsibilities.

 

Approves

Approves the financial statements, including the allocation of the profits for the period.

 

Resolves

Resolves on the purchase of treasury shares, amendments to the Bylaws and the issuing of convertible bonds.

The shareholders’ meeting also represents a privileged opportunity for an institutional meeting between the company’s management team and its shareholders. Shareholders who have the right to vote can be represented by written proxy in accordance with the law, which can be submitted by post or by certified electronic mail. Shareholders can ask questions about the items on the agenda even before the actual Shareholders’ Meeting: these questions are answered at the latest during the Shareholders’ Meeting.

Our bylaws provide for a single call for both the ordinary and the extraordinary Shareholders’ Meeting.

Information concerning the Shareholders’ Meeting is provided in compliance with the regulations governing “price sensitive” information.

2022 Shareholders’ Meeting

Shareholders’ Meeting: 26 April 2022

The ordinary session of the Shareholders’ Meeting of Italgas is called, in a single call, for 26 April 2022, at 10.30 AM, in Turin, Largo Regio Parco 9, to discuss and resolve upon the agenda of which at the Notice of Shareholders’ Meeting.

The Company has decided to exercise the right provided for in art. 106, subsection 4, of Law Decree no. 18 of 17 March 2020, converted with amendments by Law no. 27 of 24 April 2020, as extended by Law Decree no. 228/2021 converted by Law no. 15/2022 (the “Decree”), establishing that those entitled to participate in the Shareholders’ Meeting may only do so through the designated representative of the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 ( “CLF”) and Article 10.2 of the company Bylaws – i.e., the company Georgeson S.r.l. with registered offices in Rome, Via Emilia 88 (“Designated Representative”).

In accordance with the Decree, notwithstanding the indications given in regard to participation in the Shareholders’ Meeting by those with voting rights (who shall confer a proxy to the Designated Representative of the Company), the other persons eligible by law to participate in the Shareholders’ Meeting may do so using telecommunications devices that guarantee their identification.

Guidance of the Board of Directors of Italgas S.p.A. to the Shareholders on the future dimension and composition of the new Board of Directors.

Pursuant to the Recommendations of the New Corporate Governance Code drafted by the Corporate Governance Committee of Borsa Italiana, which Italgas S.p.A. adheres to, the Board of Directors of the Company, based on the experience gained over the last three years and taking into account the results of the self-assessment on the functioning of the Board itself and its Committees, and having consulted with the Appointments and Compensation Committee, set out its guidance on the future size and composition of the Board of Directors, in view of the renewal of the corporate bodies scheduled for the Shareholders’ Meeting to be called to approve the financial statements for the year 2021.

Right to ask questions

 

Shareholders with voting rights may ask questions about agenda items even prior to a meeting, arranging for them to reach the company by 13 April 2022. The company cannot guarantee replies to questions received after this date.
The questions can be submitted:

Interested parties must at the same time send confirmation of entitlement, represented by the certificate issued by the intermediary with which the shares are deposited.

Questions arriving by the deadline indicated above will be answered in writing on Italgas website by 21 April 2022. The Company can provide a single response to questions with the same content. No response will be due if the information requested is already available in the FAQ section

Proxy voting

 

Proxy voting through the Designated Representative

Pursuant to article 106, subsection 4 of Decree-Law 18/2020, converted with amendments into Law 27/2020, as extended by Law Decree no. 228/2021 converted by Law no. 15/2022 (the “Decree”), those with voting rights may participate in the Shareholders’ Meeting solely through the designated representative of the Company within the meaning of Article 135-undecies of Legislative Decree no. 58/1998 (“CLF”), who must be granted proxies (within the meaning of the aforementioned Article, or as an exception to it, within the meaning of Article 135-novies CLF, the so-called simple proxy as referred to herein).

The Board of Directors of Italgas S.p.A. has confirmed the company Georgeson S.r.l. as the Designated Representative to whom shareholders must grant proxies to participate in the Shareholders’ Meeting, at no expense to said shareholders (except for the expense of sending the proxy itself), with voting instructions on all or some of the proposals on the agenda.

 

Proxies pursuant to Article 135-undecies CLF

The proxy must be granted by signing the specific proxy form provided below and must be sent by the end of the second trading day prior to the date set for the Shareholders’ Meeting on single call, that is 22 April 2022, together with a copy of a valid identification document:

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 proxy shall be valid only for proposals on which voting instructions are conferred through the specific form. The proxy and the voting instructions may be revoked within the same deadline indicated above (22 April 2022).

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.

For any further information on the Designated Representative, the following may be contacted on weekdays, from Monday to Friday, from 9 a.m. to 6 p.m. (CET):

  • freephone number 800 360 123794, for those calling from Italy
  • freephone number + 39 06 42171834, for those calling from abroad
  • a dedicated email account (rappresentanteitalgas@georgeson.com).

 

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 22 April 2022 (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:

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.

 

** ** **

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 italgas.assemblea@pec.italgas.it, please indicate “Granting of Proxy Italgas Shareholders’ Meeting 26 April 2022” 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. 27 March 2022), 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 italgas.assemblea@pec.italgas.it.

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. 11 April 2022).

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 11 April 2022, by certified email to the address italgas.assemblea@pec.italgas.it.

These proposals will be published by the Company on its website www.italgas.it (“Governance” – “Corporate Governance System” – “2022 Shareholders’ Meeting” section) within thirteen days prior to the Shareholders’ Meeting, that is by 13 April 2022, in order to allow shareholders to vote by proxy through the Appointed Representative on each resolution proposal published.

Share capital

 

The share capital totals €1,002,608,186.28 (one billion, two million, six hundred and eight thousand, one hundred and eighty-six point twenty-eight) and is divided into 810,245,718 (eight hundred and ten million, two hundred and forty-five thousand, seven hundred and eighteen) ordinary shares without par value.

The shares are indivisible and each gives 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 € 3,583,332.16, 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 2,889,784 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. The Second tranche of the aforementioned capital increase was carried out on 9 March 2022, following the resolution of the Board of Directors, through the issue of 477,364 new ordinary shares of the Company, for an amount of 591,931.36 euros, allocated to the beneficiaries of the aforementioned Plan.

2021 Shareholders’ Meeting

The ordinary and extraordinary session of the Shareholders’ Meeting of Italgas is called, in a single call, for 20 April 2021, at 11.00 AM, in Milan, Via Carlo Bo 11, to discuss and resolve upon the agenda of which at the Notice of Shareholders’ Meeting.

In view of the ongoing health emergency related to the COVID-19 epidemic, the Company has decided to exercise the right provided for in Article 106, subsection 4, of Law Decree no. 18 of 17 March 2020, converted with amendments into Law no. 27 of 24 April 2020 (the “Decree”), and most recently referred to in Article 3, subsection 6, of Law Decree no. 183/2020, converted with amendments into Law no. 21/2021, establishing that those entitled to participate in the Shareholders’ Meeting may only do so through the designated representative of the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 (“CLF”) and Article 10.2 of the Company Bylaws – i.e., the company Georgeson S.r.l. with registered offices in Rome, Via Emilia 88 (“Designated Representative”).

In accordance with the Decree, notwithstanding the indications given in regard to participation in the Shareholders’ Meeting by those with voting rights (who must grant a proxy to the Designated Representative), the other persons eligible by law to participate in the Shareholders’ Meeting may do so using telecommunications devices that guarantee their identification.

This information should be more visible than on the current site. We suggest that the information is not placed in an accordion but simply as page titles.

Right to ask questions

Shareholders with voting rights may ask questions about agenda items even prior to a meeting, arranging for them to reach the company by 9 April 2021. The company cannot guarantee replies to questions received after this date.

The questions can be submitted:

Interested parties must at the same time send confirmation of entitlement, represented by the certificate issued by the intermediary with which the shares are deposited.

Questions arriving by the deadline indicated above will be answered in writing on Italgas website by 15 April 2021. The Company can provide a single response to questions with the same content. No response will be due if the information requested is already available in the FAQ section.

Proxy voting


Proxy voting through the Designated Representative

Pursuant to article 106, subsection 4 of Decree-Law 18/2020, issued in the context of the pandemic still in progress, converted with amendments into Law 27/2020 (the “Decree”), and most recently referred to in Article 3, subsection 6, of Decree-Law no. 183/2020, converted with amendments into Law no. 21/2021, those with voting rights may participate in the Shareholders’ Meeting solely through the designated representative of the Company within the meaning of Article 135-undecies of Legislative Decree no. 58/1998 (“CLF”), who must be granted proxies (within the meaning of the aforementioned Article, or as an exception to it, within the meaning of Article 135-novies CLF, the so-called simple proxy as referred to herein).

The Board of Directors of Italgas S.p.A. has confirmed the company Georgeson S.r.l. as the Designated Representative to whom shareholders must grant proxies to participate in the Shareholders’ Meeting, at no expense to said shareholders (except for the expense of sending the proxy itself), with voting instructions on all or some of the proposals on the agenda.

Proxies pursuant to Article 135-undecies CLF

The proxy must be granted by signing the specific proxy form provided below and must be sent by the end of the second trading day prior to the date set for the Shareholders’ Meeting on single call, that is 16 April 2021, together with a copy of a valid identification document:

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 proxy shall be valid only for proposals on which voting instructions are conferred through the specific form. The proxy and the voting instructions may be revoked within the same deadline indicated above (16 April 2021).

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.

For any further information on the Designated Representative, the following may be contacted on weekdays, from Monday to Friday, from 9 a.m. to 6 p.m. (CET):

  • freephone number 800 360 123794, for those calling from Italy
  • freephone number + 39 06 42171834, for those calling from abroad
  • a dedicated email account (rappresentanteitalgas@georgeson.com).


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:

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.

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 italgas.assemblea@pec.italgas.it, 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 italgas.assemblea@pec.italgas.it.

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 italgas.assemblea@pec.italgas.it.

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.

Share capital

 

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.

2020 Shareholder’s Meeting

The ordinary session of the Shareholders’ Meeting of Italgas is called, in a single call, for 12 May 2020, at 11.00 a.m., in Milan, Via Carlo Bo 11, to discuss and resolve upon the agenda of which at the Notice of Shareholders’ Meeting.

In view of the ongoing health emergency related to the COVID-19 epidemic, the Company has decided to exercise the right provided for in art. 106, subsection 4, of Law Decree no. 18 of 17 March 2020 (the “Cura Italia Decree”), establishing that those entitled to participate in the Shareholders’ Meeting may only do so through the designated representative of the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 ( “CLF”) and Article 10.2 of the company Bylaws – i.e., the company Georgeson S.r.l. with registered offices in Rome, Via Emilia 88 “Designated Representative”).

In accordance with the Cura Italia Decree, notwithstanding the indications given in regard to participation in the Shareholders’ Meeting by those with voting rights, the other persons eligible by law to participate in the Shareholders’ Meeting may do so using telecommunications devices that guarantee their identification.

Right to ask questions

 

Shareholders with voting rights may ask questions about agenda items even prior to a meeting, arranging for them to reach the company by 30 April 2020. The company cannot guarantee replies to questions received after this date.
The questions can be submitted:

Interested parties must at the same time send confirmation of entitlement, represented by the certificate issued by the intermediary with which the shares are deposited.

Questions arriving by the deadline indicated above will be answered in writing on Italgas website two days before the Shareholders’ Meeting at latest. The Company can provide a single response to questions with the same content. No response will be due if the information requested is already available in the FAQ.

 

Proxy voting

Proxy voting through the Appointed Representative

Pursuant to article 106, paragraph 4, Law Decree of 17 March 2020, no. 18, the only way for entitled Shareholders to attend the Shareholders’ Meeting shall be through the Designated Proxy
pursuant to art. 135-undecies of Lgs.D. no. 58/1998 (“TUF”) (the “Designated Proxy”), to whom a proxy or sub-proxy must be given in accordance with the procedures and terms described below.

Pursuant to art. 135-undecies of Italian Legislative Decree 58/1998, the Board of Directors of Italgas S.p.A. has confirmed Georgeson S.r.l. as the Appointed Representative upon which shareholders can confer proxy, completely free of charge (except for proxy form mailing costs), for attendance at the Shareholders’ Meeting, giving voting instructions on all or part of the proposals included in the agenda.
In this case, the proxy must be in writing on the specific proxy form available below and must be sent by the end of the second market trading day prior to the date set for the Shareholders’ Meeting on single call, i.e. 8 May 2020, together with a copy of a valid ID document:

Subsequently and if the proxy has been sent in copy, the delegating party is also requested to send the original of the proxy to the Designated Representative, at Georgeson S.r.l., Via Emilia 88, 00187 Rome.
If the eligible party is a legal entity, proof of the related corporate powers must also be attached (copy of Chamber of Commerce search or similar).
If the proxy form is submitted as a copy (via fax or e-mail), the original must be mailed afterwards to the Appointed Representative at the address indicated above.
The proxy is valid only for proposals for which voting instructions have been stated on the specific form. The proxy and voting instructions can be cancelled by the deadline indicated above (8 May 2020).
For further information regarding the Appointed Representative, the following can be contacted on business days, Monday to Friday, from 09:00 to 18:00:

  • toll free number 800 123794, if you are calling from Italy
  • the phone number + 39 06 42171834, if you are calling from another country
  • a dedicated e-mail account (rappresentanteitalgas@georgeson.com).

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:

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.

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 italgas.assemblea@pec.italgas.it, 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 italgas.assemblea@pec.italgas.it.

 

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 italgas.assemblea@pec.italgas.it.

 

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.

 

Share capital

 

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.

2019 Shareholder’s Meeting

The ordinary session of the Shareholders’ Meeting of Italgas S.p.A. (“Italgas” or the “Company”) is called, in a single call, for 4 April 2019, at 10.30 a.m., at Spazio Edit, in Milan, Via Pietro Maroncelli 14, to discuss and resolve upon the agenda of which at the Notice of Shareholders’ Meeting.

Right to ask questions

Shareholders with voting rights may ask questions about agenda items even prior to a meeting, arranging for them to reach the company by 1 April 2019. The company cannot guarantee replies to questions received after this date.

The questions can be submitted:

Interested parties must at the same time send confirmation of entitlement, represented by the certificate issued by the intermediary with which the shares are deposited, or alternatively the notification required for attendance at the Shareholders’ Meeting.

Questions arriving by the deadline indicated above will be answered during the Meeting, at the latest. The Company can provide a single response to questions with the same content. No response will be due if the information requested is already available in the FAQ section.

Proxy voting

Simple proxy voting

Every person eligible to attend the Shareholders’ Meeting can, in accordance with law, arrange representation by written proxy by signing the form issued by the authorised intermediaries at the eligible person’s request, or by signing the proxy form available on the company web site at www.italgas.it (section: “Governance” – “Shareholders’ Meeting 2019”).

To facilitate verification of their delegated powers, those wishing to attend the Shareholders’ Meeting as representative of the person eligible to attend can arrange submission of documentation proving such powers:

  • Original or copy by mail to the company’s registered office:
    Italgas S.p.A. – via Carlo Bo 11 – 20143 Milan – c/o Company Secretary (Proxy for Shareholders’ Meeting, April 2019); or
  • By certified e-mail to italgas.assemblea@pec.italgas.it

 

Proxy voting through the Appointed Representative

Pursuant to art. 135-undecies of Italian Legislative Decree 58/1998, the Board of Directors of Italgas S.p.A. has confirmed Georgeson S.r.l. as the Appointed Representative upon which shareholders can confer proxy, completely free of charge (except for proxy form mailing costs), for attendance at the Shareholders’ Meeting, giving voting instructions on all or part of the proposals included in the agenda.

In this case, the proxy must be in writing on the specific proxy form available on the company web site and must be sent by the end of the second market trading day prior to the date set for the Shareholders’ Meeting on single call, i.e. 2 April 2019, together with a copy of a valid ID document:

  • via fax to: + 39 06 99332795;
  • via e-mail to: georgeson@legalmail.it;
  • by hand, priority mail or express courier to: Georgeson S.r.l., Via Emilia 88, 00187, Rome.

If the eligible party is a legal entity, proof of the related corporate powers must also be attached (copy of Chamber of Commerce search or similar).

If the proxy form is submitted as a copy (via fax or e-mail), the original must be mailed afterwards to the Appointed Representative at the address indicated above.

The proxy is valid only for proposals for which voting instructions have been stated on the specific form. The proxy and voting instructions can be cancelled by the deadline indicated above (2 April 2019).

For further information regarding the Appointed Representative, the following can be contacted on business days, Monday to Friday, from 09:00 to 18:00:

  • toll free number 800 123794, if you are calling from Italy
  • the phone number + 39 06 42171834, if you are calling from another country
  • a dedicated e-mail account (rappresentanteitalgas@georgeson.com).

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:

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.

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 italgas.assemblea@pec.italgas.it, 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 italgas.assemblea@pec.italgas.it.

 

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 italgas.assemblea@pec.italgas.it.

 

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.

Share capital

 

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.

2018 Shareholder’s Meeting

Check out the 2018 Shareholder’s Meeting documents.

2017 Shareholder’s Meeting

Check out the 2017 Shareholder’s Meeting documents.

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