Tag: Board of directors

Milan, 11 March 2025 – The Board of Directors of Italgas, which met today under the chairmanship of Benedetta Navarra, resolved to call the Ordinary and Extraordinary Shareholders’ Meeting for next 10 April 2025, at 10:00 am, in a single call.

The Extraordinary Shareholders’ Meeting will be submitted the proposal for a share capital increase, for payment and in divisible form, for a maximum total amount of Euro 1,020 millions (including any share premium), through the issue of ordinary shares, with regular dividend rights and having the same characteristics as those in circulation, to be offered on a pre-emptive basis to the Company’s Shareholders in proportion to the number of shares held pursuant to Article 2441, paragraph 1, of the Civil Code, to be paid in cash (the “Rights Issue“).

It is proposed that the Shareholders’ Meeting grant the Board full authority to define the terms and conditions of the Rights Issue, including the issue price, any share premium, the final amount of the Rights Issue, and the number of newly issued shares to be offered to shareholders, with the discretion to determine the timing of the Rights Issue.

The Rights Issue proposal, as part of the acquisition of 2i Rete Gas S.p.A. (the “Transaction”), announced to the market on 5 October 2024, will allow to reduce the net financial debt of the Italgas Group (the “Group”) post-Transaction (and consequently the ratio between the net financial debt and the RAB) consistently with the current rating.

The Board also resolved to submit to the Shareholders’ Meeting, in ordinary session, the adoption of the 2025-2027 “IGrant” share ownership plan (“IGrant Plan“) reserved for employees of Italgas and/or Group companies. The IGrant Plan  aims, among other things, to strengthen the sense of belonging of Italgas people to the Company, promote their participation in the growth of corporate value and increase the motivation of employees to achieve corporate objectives, providing for the attribution to the relevant recipients of the right to invest in the Company’s shares, as well as, upon the occurrence of certain conditions, to benefit from the free allocation of ordinary shares of the Company.

To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting: (i) the proposal to increase the share capital against payment, in one or more tranches, for a maximum nominal amount of 4,960,000.00 euros, excluding option rights pursuant to Article 2441, subsection 8, of the Italian Civil Code, by issuing no more than 4,000,000 ordinary shares, to be reserved for subscription to the recipients of the IGrant Plan and (ii) the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of 7,440,000.00 euros, through the allocation pursuant to Article 2349 of the Italian Civil Code of a corresponding maximum amount of retained earnings reserves, with the issue of no more than 6,000,000 ordinary shares to be reserved for the beneficiaries of the IGrant Plan.

Finally, the Board resolved to submit to the Ordinary Shareholders’ Meeting the approval of a Stock Grant Plan (“Stock Grant Plan”), reserved for employees of Italgas and/or Group companies. The plan is designed to reward and incentivise individuals who have made significant contributions to the Transaction, allowing them to benefit from a share of the value increase resulting from it.

To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of Euro 558,000.00, through the assignment pursuant to art. 2349 of the Italian Civil Code of a corresponding maximum amount of reserves from retained earnings, with the issue of no more than 450,000 ordinary shares to be reserved for the beneficiaries of the Stock Grant Plan.

The Ordinary and Extraordinary Shareholders’ Meeting will be held in Milan (MI), Via Carlo Bo no. 11, and those entitled to participate may also do so through Computershare S.p.A., identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF.

For further details, please refer to the call notice of the Ordinary and Extraordinary Shareholders’ Meeting of Italgas, as well as the explanatory reports and other documentation that will be made available by the Company in accordance with the procedures and timelines set by law.

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This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and shall not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or in Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful. The securities may not be offered or sold in the United States or to US persons unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

Change of date of the Press Release relating to the results as at June 30^th, 2023

Milan, 19 June 2023 – Italgas announces that the publication of the press release relating to the approval of the results as at June 30^th, 2023 has been moved forward from July 26^th to July 25^th 2023, following its approval by the Board of Directors.

Consequently, the conference call to present the results to institutional investors and financial analysts will be held in the afternoon of July 25^th 2023.

Milan, 9 March 2023 – Italgas’ Board of Directors, which met today under the chairmanship of Benedetta Navarra, resolved to call an Ordinary Shareholders’ Meeting on 20 April, at 2.30 p.m., in a single call, to resolve on the approval of the 2022 Financial Statements, the proposed profit allocation, the report on the remuneration policy and compensation paid, as well as the 2023-2025 long-term incentive plan.

The Board has resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.317 euros for each Company share with dividend rights. If so resolved by the Shareholders’ Meeting, the dividend will be paid out on 24 May 2023, with coupon date of 22 May 2023 (record date 23 May 2023).

The Board of Directors, on the basis of information provided by those concerned, also ascertained, for all members, that there are no causes of ineligibility, forfeiture and incompatibility, that the integrity requirements laid down by current legislation are met, as well as compliance with the limits on the accumulation of offices established by the board; moreover, taking into account the provisions of Legislative Decree 58/98 (“CLF”) and the Corporate Governance Code (and the quantitative and qualitative criteria approved by the Board of Directors for the independence assessment), the Board of Directors assessed the independence of its Directors on 9 March 2023, confirming the assessments made at the meeting on 26 April 2022. On the same date, the Board of Directors acknowledged the check performed by the Board of Statutory Auditors in respect of its members on the absence of situations of ineligibility, forfeiture and incompatibility, that they meet the professional and integrity requirements, compliance with the limits on the accumulation of offices and that the independence requirements for members of the Board of Statutory Auditors were still met, also in accordance with the Corporate Governance Code (also taking into account the aforementioned quantitative and qualitative criteria).

In execution of the 2018-2020 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 19 April 2018, the Board resolved on the free allocation of a total of 499,502 new ordinary shares of the Company to the beneficiaries of said Plan (third cycle of the Plan) and started the execution of the third tranche of the share capital increase resolved on by the aforesaid Shareholders’ Meeting, for a nominal amount of euro 619,382.48  euros drawn from retained earning reserves. The Company will provide accurate information in the manner and within the terms prescribed by law on the implementation of the Plan and the share capital resulting from the execution of said increase.

The Ordinary Shareholders’ Meeting will be held in Turin, Largo Regio Parco 9, and those entitled to participate may also do so through Computershare S.p.A., which has been identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF. For more information in this regard, see the call notice of the Ordinary Shareholders’ Meeting of Italgas which will be published by the Company in the manner and within the terms prescribed by law.

As indicated in the Shareholders’ Meeting call notice, the Integrated Annual Report as at 31 December 2022, the Report on the 2023 Remuneration Policy and 2022 Compensation Paid, the 2022 Corporate Governance and Ownership Structure Report, documentation on the 2023-2025 Long Term Incentive Plan, reports on the items on the agenda, and the remaining legal documentation for the purposes of the Shareholders’ Meeting will be made available within the time period established by law.

Milan, 2 May 2022 – Italgas’ Board of Directors, which met today under the chairmanship of Ms Benedetta Navarra, in line with the provisions of the Corporate Governance Code, by which the Company abides, has confirmed that the following Committees have been established and has appointed their members:

Control, Risk and Related Party Transactions Committee

• Gianmarco Montanari*(Chairman)
• Claudio De Marco*
• Manuela Sabbatini**

Appointments and Compensation Committee

• Lorenzo Parola*** (Chairman)
• Claudio De Marco*
• Manuela Sabbatini**

Sustainability Committee

• Fabiola Mascardi* (Chairman)
• Maria Sferruzza**
• Qinjing Shen**

The Board of Directors attested that at least one member of the Control, Risk and Related Party Transactions Committee and of the Appointments and Compensation Committee fulfils the requirements set out in the Corporate Governance Code.

* Non-executive independent director in accordance with the CLF and the Corporate Governance Code

** Non-executive director

*** Non-executive independent director in accordance with the CLF

Milan, 5 April 2022 – Italgas announces that 2 slates of candidates for office as members of the Board of Directors and 2 slates of candidates for office as members of the Board of Statutory Auditors have been filed in view of the single call Shareholders’ Meeting of 26 April 2022 to renew the corporate bodies.

The shareholders CDP Reti S.p.A. and Snam S.p.A., representing a total of 39.491% of the share capital of Italgas, jointly filed 1 slate of candidates for office as members of the Board of Directors:

1. Benedetta Navarra (Chairman) (*)
2. Paolo Gallo (**)
3. Qinjing Shen
4. Maria Sferruzza
5. Manuela Sabbatini
6. Claudio De Marco (*)
7. Lorenzo Parola (***)
8. Antonella Guglielmetti (*)
9. Maurizio Santacroce (*)

(*) Candidate who declared possession of the independence requirements pursuant to articles 147-ter, subsection 4 and 148, subsection 3, of Legislative Decree no. 58 of 24 February 1998 (CLF) and article 2 of the Corporate Governance Code.

(**) Candidate having the specific professional expertise for the office of Chief Executive Officer.

(***) Candidate who declared possession of the independence requirements pursuant to articles 147-ter, subsection 4 and 148, subsection 3, of CLF.

The shareholder CDP Reti, representing 26.009% of the share capital of Italgas, filed 1 slate of candidates for office as members of the Board of Statutory Auditors:

for the office of Standing Auditor

1. Paola Maria Maiorana (*) (**)
2. Maurizio Di Marcotullio (*) (**)

for the office of Alternate Auditor

1. Stefano Fiorini (*) (**)

(*) Candidate enrolled in the register of external auditors who has declared to have worked on legal audits for a period of no less than three years.

(**) Candidate who also declared possession of the independence requirements pursuant to article 148, subsection 3, letters b) and c) of CLF and of article 2 of the Corporate Governance Code

The shareholder Inarcassa (Cassa Nazionale di Previdenza ed Assistenza per gli Ingegneri ed Architetti Liberi Professionisti), representing 1.3745% of the share capital of Italgas, filed 1 slate of candidates for office as members of the Board of Directors and 1 slate of candidates for office as members of the Board of Statutory Auditors.

The slate of candidates for office as members of the Board of Directors submitted by Inarcassa is composed of:

1. Fabiola Mascardi (*)
2. Gianmarco Montanari (*)

(*) Candidate who declared possession of the independence requirements pursuant to articles 147-ter, subsection 4 and 148, subsection 3, of CLF and article 2 of the Corporate Governance Code.

Inarcassa also submitted, within the terms and in the manner required by law, a slate of candidates for office as members of Italgas’ Board of Statutory Auditors, listing one candidate for the office of Standing Auditor (Giulia Pusterla) and one candidate for the office of Alternate Auditor (Simone Montanari).

However, having learned that the candidate for the office of Alternate auditor, Mr Simone Montanari, was no longer available to take such office in Italgas, Inarcassa put forward a proposal to resolve the nomination of Ms. Barbara Cavalieri for the office of Italgas’ Alternate Auditor.

Both the candidate for the office of Standing Auditor, Giulia Pusterla, and the candidate for the office of Alternate Auditor, Barbara Cavalieri, declared (i) that they were enrolled in the register of external auditors and that they had worked on legal audits for at least three years; (ii) that they were in possession of the independence requirements pursuant to article 148, subsection 3, letters b) and c) of CLF and of article 2 of the Corporate Governance Code.

Lastly it should be noted that Inarcassa declared, including in relation to the Consob Communication no. DEM/9017893 of 26.02.2009, the absence of connections and/or relationships deemed significant with shareholders who, even jointly, hold a controlling share or relative majority.

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Resolution proposal of the shareholder CDP RETI S.p.A. pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF

The shareholder CDP Reti S.p.A. submitted a resolution proposal, pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF, with reference to point 4, sub 4.3 on the agenda “Appointment of the Chairman of the Board of Directors” proposing the “appointment of Benedetta Navarra as Chairman of the Board of Directors.”

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The slates and related documentation required by the provisions on the matter (as well as the resolution proposals  pursuant to art. 126-bis, subsection 1, penultimate sentence of the CLF) are available to the public at Italgas’ offices in Milan, Via Carlo Bo 11, on the Company’s website (www.italgas.it, in the “Governance” – “2022 Shareholders’ Meeting” section), on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it) and through the authorised storage mechanism “eMarket STORAGE” at the addresswww.emarketstorage.com.