Shareholders’ Meeting

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.

2021 Shareholders’ Meeting

The Shareholders’ Meeting of Italgas is convened in an ordinary session, in a single call, for 12 May 2020, at 11.00 a.m., in Milan, Via Carlo Bo 11, to discuss and resolve on the agenda set out in the Call 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.

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.

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.

2018 Shareholder’s Meeting

Check out the 2018 Shareholder’s Meeting documents.

2017 Shareholder’s Meeting

Check out the 2017 Shareholder’s Meeting documents.

Right to ask questions

 

Shareholders with voting rights may ask questions on the items on the agenda even before the Shareholders’ Meeting, and must ensure they reach the company by 9 April 2021. The company cannot guarantee a response to questions that arrive after that date.

Questions may be sent:

The interested parties must at the same time send the company proof of legitimacy represented by the certificate issued by the intermediaries storing the shares.

Responses to the questions received by the deadline indicated will be published on the Company’s website by 15 April 2021. The Company will provide a unitary answer to questions with the same content. No answer will be due if the information requested is already available in “question and answer” format in the  FAQ section.

Voting by proxy

 

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.
  • The 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 that any revocation of proxies and the relative voting instructions be sent 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 Article 135-undecies CLF or “simple” proxies under Article 135-novies CLF) can be submitted to the Company at the certified email address italgas.assemblea@pec.italgas.it. Please put “Granting of Proxy Italgas Shareholders’ Meeting 20 April 2021” in the subject line so that the Company can forward it to the Designated Representative in respect of the confidentiality of the voting instructions.

Proxy form for representation in the Shareholders’ Meeting

 

Additions to the agenda (Article 126-bis)

 

Pursuant to Article 126-bis of Legislative Decree 58/1998, shareholders who, even jointly, represent at least one fortieth of the share capital (2.5%) may request, within 10 days of publication of the call notice (that is by 29 March 2021), to add to the list of items to be discussed, indicating in their request the additional matters they are proposing, or they may submit proposals for resolution on items already on the agenda.

Additions are not permitted for matters which, in accordance with the law, the Shareholders’ Meeting resolves on the proposal of the Directors or on the basis of a project and report they have prepared, other than those specified under article 125-ter, subsection 1, of Legislative Decree 58/1998.

Requests must be accompanied by a report on the items for which discussion is proposed or the reasons relating to additional proposed resolutions submitted on items already on the agenda. They must be sent by certified email to the Italgas address assemblea@pec.italgas.it.

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.

The company will announce additions to the agenda or the submission of further proposals for resolution on items already on the agenda in the same ways as prescribed for publication of the call notice and at least 15 days prior to the date scheduled for the Shareholders’ Meeting in a single call (that is, by 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. It is recommended that these proposals, which shall be made at the Shareholders’ Meeting by the Appointed Representative, be sent to the Company fifteen days prior to the Shareholders’ Meeting, that is by 05 April 2021, by certified email to the address italgas.assemblea@pec.italgas.it.

These proposals will be published by the Company on its website, 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 nominal maximum amount of 4,960,000 euros, of which 4,175,263.52 euros now remain, through allocation, 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, of which 3,367,148 ordinary shares now remaining, 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 mentioned capital increase was executed 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 a nominal amount of 784,736.48 euros, allocated to the beneficiaries of the aforementioned plan.

 

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