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:
- Benedetta Navarra (Chairman) (*)
- Paolo Gallo (**)
- Qinjing Shen
- Maria Sferruzza
- Manuela Sabbatini
- Claudio De Marco (*)
- Lorenzo Parola (***)
- Antonella Guglielmetti (*)
- 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
- Paola Maria Maiorana (*) (**)
- Maurizio Di Marcotullio (*) (**)
for the office of Alternate Auditor
- 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:
- Fabiola Mascardi (*)
- 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.