In October 2016, Snam S.p.A., CDP Reti S.p.A. and CDP Gas S.p.A. (the latter subsequently merged into CDP) signed a shareholders’ agreement relating to their respective Italgas S.p.A. shares.

 

On 20 October 2016 Snam S.p.A. (“Snam”), CDP Reti S.p.A. (“CDP Reti”) and CDP Gas S.p.A. (“CDP”)

signed a shareholders’ agreement (the “Italgas Shareholders Agreement”) covering all the shares that the respective

parties held in Italgas as a result of the partial and proportional demerger from Snam in favour of Italgas and, from the demerger date of 7 November 2016, the simultaneous listing of the Italgas shares.

 

What the Shareholders’ Agreement covers

The Italgas Shareholders' Agreement governs, among other things:

  • the exercise of voting rights associated with shares covered by the shareholders' agreement;
  • the establishment of an advisory committee;
  • the obligations and methods for submitting a joint list for the appointment of members of the company's Board of Directors;
  • certain restrictions on the sale and purchase of Italgas shares.

 

A copy of the Italgas Shareholders' Agreement was filed at the Milan Companies Register on 11 November 2016 and an excerpt can be consulted on the company's website: http://www.italgas.it/investitori/azionariato/patti-parasociali/

 

Merger of CDP Gas into CDP and subsequent transfer of Italgas shares to CDP Reti

On 1 May 2017, CDP Gas was merged into CDP, to which the Italgas

shares held by CDP Gas were transferred. On 19 May 2017 these shares were transferred to CDP Reti, already party to the

Italgas Shareholders’ Agreement.

 

Shareholders’ Agreement between CDP and State Grid

On 27 November 2014, CDP S.p.A. (“CDP”), on the one hand, and State Grid Europe Limited (“SGEL”) and State Grid International Development Limited (“SGID”), on the other, entered into a shareholders’ agreement (the “SGEL Shareholders’ Agreement’”) in the context of the sales contract concluded between the same parties on 31 July 2014 in accordance with which on 27 November 2014 SGEL acquired from CDP a stake equal to 35% of the share capital of CDP Reti.

In conjunction with the effectiveness of the partial and proportional demerger from Snam in favour of Italgas and the simultaneous listing of the Italgas shares on 7 November 2016, SGEL, SGID and CDP have amended and supplemented the SGEL Shareholders’ Agreement, effective on the same date, extending its application to the stake held by CDP Reti in Italgas.

A copy of the SGEL Shareholders' Agreement was filed at the Milan Companies Register on 11 November 2016 and an excerpt can be consulted here.

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Essential information concerning the shareholders agreement pursuant to article 122 of Legislative Decree No. 58 of February 24, 1998

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Essential information concerning the shareholders agreement of the shareholder agreement notified to Consob pursuant to art. 122 of February 24, 1998, n. 58, as subsequently amended

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Shareholders Agreement

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ultimo aggiornamento Tue Jun 05 16:53:19 UTC 2018