Italgas: Board of Directors calls the Shareholders’ Meeting on 4 April 2019

Milan, 22 Febraury 2019 – Italgas’ Board of Directors, which met today chaired by Mr. Lorenzo Bini Smaghi, has convened the Ordinary Shareholders’ Meeting on 4 April 2019, in a single call, to resolve on the approval of the 2018 financial statements, allocation of profits, the remuneration policy and the renewal of the corporate bodies whose term of office concludes with the approval of the 2018 financial statements.

The Board of Directors also confirmed Georgeson as the person chosen by the Company – in accordance with art. 135-undecies of the CLF – to whom shareholders may confer proxies, at no additional expense, to participate in the Meeting.

Finally, the Board of Directors carried out its own control and evaluations in accordance with application criteria no. 1.C.1 letter g) of the Corporate Governance Code and furthermore assessed the independence of its Directors, pursuant to art. 148, subsection 3, of Legislative Decree no. 58/1998.

The Board of Statutory Auditors verified that all its members met the independence requirements specified in application of the Corporate Governance Code.

The 2018 Annual Financial Report, the 2019 Remuneration Report, the Corporate Governance and Share Ownership Report 2018, the non-financial statement 2018, as well as the reports on the items on the agenda will be available for further reference according to law.

Italgas: the Shareholders’ Meeting approves the 2017 financial statements and the proposed dividend

Milan, 19 April 2018 – The Italgas Shareholders’ Meeting, held today in Milan in ordinary and extraordinary session under the chairmanship of Lorenzo Bini Smaghi, has examined the consolidated financial statements as at 31 December 2017, which reported a net profit of 292,766,000.00 euro.
690 shareholders, owner of n. 604.573.638 shares representing 74.7% of the share capital attended the Shareholders’ Meeting.
The Shareholders’ Meeting also approved the financial statements of Italgas S.p.A. as at 31 December 2017, which reported a net profit for the year of 174,152,350.78 euro, and resolved to distribute 0.208 euro as a dividend for each of the shares outstanding at the coupon payment date, and to allocate the remaining amount to retained earnings. The dividend will be payable from 23 May 2018, with coupon payment date set for 21 May 2018 and record date at 22 May 2018.
Furthermore, the Shareholders’ Meeting has voted, with a percentage higher then 98% of the attending shareholders, with a non-binding resolution, in favour of Section I of the Remuneration Report pursuant to article 123-ter CLF and has approved the 2018-2020 Co-investment Plan, under the terms and conditions described in the Information Document prepared pursuant to article 84-bis of the Issuers’ Regulations and made available to the public as set forth by law. More specifically, the Plan is aimed at promoting an increasingly greater alignment of management with the objectives of the Shareholders and long-term value creation.
The Shareholders’ Meeting also confirmed, as a Director, Ms. Federica Lolli, who was co-opted by the Board of Directors on 27 July 2017 to replace the outgoing Ms. Barbara Borra. Moreover, the Shareholders’ Meeting decided that Ms. Federica Lolli will remain in office until the expiration of the term of the current Board of Directors; said term coincides with the Shareholders’ Meeting called to approve the Financial Statements closed at 31 December 2018.
Ms. Lolli stated her eligibility to qualify as independent director and that she does not hold, as of today, shares in Italgas. The full text of the curriculum vitae of Mr Federica Lolli is available at the registered office and on the  website of the Company in the section http://www.italgas.it/en/governance/board-of-directors/index.html.
In the Extraordinary meeting, the Shareholders have approved, with a percentage higher then 98% of the attending shareholders, the proposal resulting from the 2018-2020 Co-investment Plan, to increase the share capital by a maximum amount of 4,960,000.00 euro, through the issue of no more than 4,000,000 new ordinary shares to be assigned free of charge, pursuant to article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earnings reserves, to be reserved for beneficiaries of the approved Plan, corresponding to employees of Italgas S.p.A. and/or Group companies.
Finally, the Extraordinary Shareholders’ Meeting approved the amendment to article 13 of the Company Bylaws concerning the procedures for electing the members of the Board of Directors through the slate voting system. In particular, such amendment is aimed at facilitating the work of the Shareholders’ Meeting, ensuring the rapid completion and, at the same time, the successful outcome of the procedure for appointing the Board of Directors, providing that, in the event that the majority slate does not present a sufficient number of candidates to ensure that the number of directors to be elected is reached, the remaining directors are drawn from the first minority slate or, if necessary, from subsequent slates, for positions not covered.
At today’s Shareholders’ Meeting, Italgas has also presented its Non-Financial Statement, i.e. the document intended to disclose information on non-financial issues. In compliance with the indications set out in the Legislative Decree no. 254/2016, the Non-Financial Statement was drawn up in a separate and autonomous document, submitted to the audit of the independent auditors PWC S.p.A., presented by the Sustainability Committee and approved by Italgas Board of Directors.

Italgas: Board of Directors calls the Shareholders’ Meeting on 19 April 2018

Milan, 12 March 2018 – Italgas’ Board of Directors, which met today chaired by Mr. Lorenzo Bini Smaghi, has convened the Ordinary and Extraordinary Shareholders’ Meeting on 19 April 2018, in a single call, to resolve, (i) in the ordinary session, on the approval of the 2017 financial statements, allocation of profits, the remuneration policy, the 2018-2020 co-investment Plan and the appointment of a Director; and (ii) in the extraordinary session, on a free share capital increase, for a maximum amount of 4,960,000 euros, for Italgas S.p.A and/or the Group subsidaries’ employees, as well as on the amendment to article 13 of the Company Bylaws concerning the procedures for electing the members of the Board of Directors through the slate voting system.

In particular, the Board of Directors resolved to propose to the Shareholders’ Meeting the distribution of a dividend of € 0.208 per share. The dividend will be paid on 23 May 2018, while the ex-dividend date will be 21 May 2018 (record date 22 May 2018).

The Board will submit to the Shareholders’ Meeting the proposal for free share capital increase for a maximum nominal amount of 4,960,0000 euros, through the allocation of a corresponding maximum amount taken from the retained earnings reserve on the basis of article 2349 of the Italian Civil Code, with the issuing of no more than 4,000,000 ordinary shares to be reserved exclusively for the beneficiaries of the Plan, i.e. Italgas S.p.A and/or the Group subsidaries’ employees.

The Board of Directors will submit to the Shareholders’ Meeting the confirmation of Ms Federica Lolli as Independent Director, who was co-opted by the Board of Directors on 27 July 2017 in replacement of Ms. Barbara Borra following her resignation.

The Board of Directors also selected Georgeson as the person chosen by the Company – in accordance with art. 135-undecies of the CLF – to whom shareholders may confer proxies, at no additional expense, to participate in the Meeting.

Finally, the Board of Directors carried out its own control and evaluations in accordance with application criteria no. 1.C.1 letter g) of the Corporate Governance Code and furthermore assessed the independence of its Directors, pursuant to art. 148, subsection 3, of Legislative Decree no. 58/1998.

The Board of Statutory Auditors verified that all its members met the independence requirements specifiedin application of the Corporate Governance Code.

The 2017 Annual Financial Report, the 2018 Remuneration Report, the information document on the co-investment Plan, the Corporate Governance and Share Ownership Report 2017 and the non-financial statement will be available for further reference according to law.

Italgas: the Shareholder Meeting approves the 2016 financial statements and the dividend

Presented the Sustainability Report 2016

Milan, 28 April 2017 – Italgas’s Ordinary Shareholder Meeting, held today in Milan, approved the Financial Statements as at 31 December 2016, which reported a net profit of €177,130,291.44 for period June 1, 2016 (date of its foundation) to december 31

Furthermore, it approved: (i) the allocation of the net profit to shareholders with a distribution of a dividend of €0.20 per share outstanding on the ex-dividend date, (ii) to assign €8,010,000.00 to the legal reserve and (iii) to redistribute the remaining amount.
The pay-out date of the dividend of €0.20 per share will be 24 May 2017, with the ex-dividend date on 22 May 2017 and the record date on 23 May 2017.

The Shareholder Meeting also approved: (a) the consensual resolution of the statutory audit assignment granted to Ernst & Young and (b) the assignment of the statutory audit for nine years, namely for the years ended 31 December 2017 to 2025, to PricewaterhouseCoopers.

The Meeting also approved the 2017-2019 Long Term Share Incentive Plan, under the terms and conditions stated in the Information Document made available to the public in accordance with the applicable law. The plan is designed to ensure that management is further aligned with shareholder interests and to preserve long-term value creation.

The Shareholder Meeting also approved with a non-binding resolution Section I of the Remuneration Report pursuant to subsection three of article 123-ter of the CLF.

Furthermore, following the resignation of Substitute Auditor Marilena Cederna, who was nominated on 4 Agust 2016, due to unforeseen professional commitments and with immediate effect on 20 March 2017, the Shareholder Meeting, with a view to completing the composition of the current Board of Statutory Auditors and in accordance with the paragraph 1 of Article 2401 of the Italian Civil Code, appointed Barbara Cavalieri as the new Substitute Auditor of Italgas. Ms Cavalieri will remain in office for the duration of the current Board of Statutory Auditors’ entire mandate and thus until the approval of the financial statements as of December 31, 2018.

Finally, the Sustainability Report 2016 was also presented at the Shareholder Meeting, an annual document for communicating values, strategies, actions and results achieved by the Group on Sustainable Development and Corporate Responsibility.

The Report has been drawn up in accordance with the G4 – Sustainability Reporting Guidelines, defined in 2013 by GRI – submitted by the legal auditing firm (Ernst & Young) in accordance with International Standard Principles and Guidelines on Assurance Engagement.

Italgas: Board of Directors calls the Shareholder meeting for 28 April 2017

Milan, 24 March 2017 – Italgas’ Board of Directors, which met yesterday chaired by Lorenzo Bini Smaghi, has called the Ordinary Shareholder Meeting for 28 April 2017, in a single call. The Meeting will approve: the financial statements for the year 2016 and the allocation of profits, the 2017-2019 long term monetary incentive plan, the termination by agreement of the appointment of the current External Auditors and appointment of a new firm to act as External Auditors of the Company’s accounts for the period 2017-2025, the appointment of an Alternate Auditor, as well as, on a consultative basis, the Section I of the Compensation Report dealing with the Compensation Policy.

The Board of Directors resolved to propose to the Shareholder Meeting a dividend of € 0.20 per share. The dividend will be paid, as already announced to the market on 20 December 2016, on 24 May 2017, ex-dividend date 22 May 2017 (record date 23 May 2017).

The 2017-2019 long term monetary incentive plan, agreed by the Board of Directors, is an instrument designed to further ensure management’s alignment with the interests of shareholders and the sustainability of long-term value creation.

On 20 March 2017 Mrs. Marilena Cederna resigned from the office of Alternate Auditor of Italgas with immediate effect due to unforeseen professional commitments.

The 2016 Annual Financial Report and the reports on the agenda of the Shareholder Meeting will be made available along with the 2017 Compensation Report, the information notice on the long term monetary incentive plan, the 2016 Corporate Governance and Ownership Structure Report, and the “2016 Sustainability Report”.

The Board of Directors also selected Georgeson as the subject appointed by the Company – pursuant to art. 135- undecies of the CLF – to whom shareholders and bond holders may confer proxies for the Meeting without any charge.

Snam’s Noteholders’ Meeting approves the separation of Italgas from Snam

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, CANADA AND JAPAN

San Donato Milanese, 30 September 2016 – Snam’s Noteholders’ Meeting, held on a single call today at the Company’s headquarters in San Donato Milanese, has approved the separation of Italgas from Snam, by means of a unitary and substantially simultaneous transaction, which will likely occur by 31 December 2016. The holders of notes listed below have approved the transaction which includes, inter alia, the partial and proportional demerger and, subsequently, the listing of shares of the beneficiary company of the demerger, directly holding the entire share capital of Italgas Reti SpA, on the Milan Stock Exchange (MTA – Mercato Telematico Azionario).

86.21% of the outstanding principal amount of the notes has convened at the Meeting and 99.69% of the outstanding principal amount of the notes represented at the Meeting has voted in favour.

The transaction has already been approved by Snam’s Extraordinary Shareholder Meeting on 1 August 2016. All the information in this respect is included in the press releases and in the other documents previously distributed, which are available on the websitewww.snam.it. The issuer will pay a consent fee to the noteholders, according to the market practice and subject to the terms set forth in the relevant documentation.

The notice of the results of the Noteholders’ Meeting is available on the website www.snam.it and is also published on the Luxembourg Stock Exchange website www.bourse.lu.

Results of each series of notes:

Series
ISIN
Description
Outstanding amount
Block Voting Instructions or Meeting Notifications received from Noteholders [1] (%)
Block Voting Instructions or Meeting Notifications in favour [2] (%)
7
XS0914292254
€1,250,000,000 2.375 per cent. Notes due 30 June 2017
€999,915,000
84.24%
100%
3
XS0829183614
€1,500,000,000 3.875 per cent. Notes due 19 March 2018
€1,200,046,000
86.45%
99.82%
9
XS0969669463
€70,000,000 2.625 per cent. Notes due 10 September 2018
€70,000,000
100%
100%
2
XS0806449814
€1,000,000,000 5.000 per cent. Notes due 18 January 2019
€850,050,000
89.85%
99.35%
14
XS1061410962
€500,000,000 1.500 per cent. Notes due 24 April 2019
€500,000,000
76.40%
100%
11
XS0985872414
‎¥‎10,000,000,000 1.115 per cent. Notes due 25 October 2019
¥‎10,000,000,000
100%
100%
6
XS0853682069
€1,250,000,000 3.500 per cent. Notes due 13 February 2020
€1,250,000,000
86.40%
99.95%
8
XS0914294979
€500,000,000 3.375 per cent. Notes due 29 January 2021
€500,000,000
89.20%
99.04%
4
XS0829190585
€1,000,000,000 5.250 per cent. Notes due 19 September 2022
€1,000,000,000
86.93%
98.73%
15
XS1126183760
€750,000,000 1.500 per cent. Notes due 21 April 2023
€750,000,000
84.26%
100%
16
XS1318709497
€750,000,000 1.375 per cent. Notes due 19 November 2023
€750,000,000
84.46%
100%
12
XS1019326641
€600,000,000 3.250 per cent. Notes due 22 January 2024
€600,000,000
88.90%
100%

DISCLAIMER

This announcement (and the information contained therein) may not be disseminated, either directly or indirectly, in other jurisdictions, particularly Japan, Canada and the United States of America, or in any other country in which the issuance of the securities mentioned in this announcement is not permitted without specific authorisations from the competent authorities and/or communicated to investors residing in said countries. Any party that comes into possession of this announcement must first check the existence of said regulations and restrictions and comply with them. The securities mentioned in this announcement have not been, and are not expected to be in the future, registered pursuant to the United States Securities Act of 1933, as amended; therefore, they cannot be offered or sold, either directly or indirectly, in the United States, except pursuant to an exemption.

[1] As a percentage of Outstanding Principal Amount

[2] As a percentage of total votes received from noteholders

Snam’s Shareholder Meeting approves the separation of the gas distribution business and authorizes the buyback plan

San Donato Milanese, 1 August 2016 – Snam’s Extraordinary Shareholder Meeting, held today in San Donato Milanese, approved the partial and proportional demerger of Snam in favour of the beneficiary company ITG Holding S.p.A.

The Meeting also approved the reduction of Snam’s share capital in connection with the demerger for an amount of 961,181,518.44 euro, with no cancellation of shares, thereby amending Article 5 of the Company’s bylaws starting from the effective date of the demerger. Snam’s share capital will therefore amount to 2,735,670,475.56 euro.

Finally, the Meeting called in ordinary session approved the authorization for a buyback plan concerning Snam’s treasury shares, in accordance with Articles 2357 and 2357-ter of the Italian Civil Code and 132 of Italian Legislative Decree no. 58/1998, for a maximum amount of 500 million euro and up to a maximum limit of 3.5% of Snam’s post-demerger share capital, to be carried out in one or more tranches within 18 months from the effective date of the partial and proportional demerger of the Company and according to the procedures proposed in the Board of Directors’ Report to the Shareholder Meeting.

All the information on the above-mentioned transactions are included in the press release and in the documents previously distributed, which are available on www.snam.it.

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