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AGM: Snam Shareholders’ meeting

 

  

assemblea_azionisti-2013

 

  

The Board of Directors convened the Shareholders’ Meeting of Snam S.p.A. (“Snam” or the “Company”) has been called in ordinary session for 24 April 2018, on single call, at 10:00 a.m. (CET) in San Donato Milanese (MI), Piazza Santa Barbara, 7 to deliberate and resolve upon the agenda of which at the Notice of Shareholders’ Meeting published on 23 March 2018.

Pursuant to Article 135-undecies of the TUF, the Board has confirmed Georgeson S.r.l. as the designated company for shareholders to use, free of charge (except for the mailing costs of the proxy) as a proxy for participation at Shareholders’ Meeting.

  • 11 MAY 2018 - NOTICE PUBLICATION OF DOCUMENTS

  • 11MAY 2018 - EXTRAORDINARY SHAREHOLDERS' MEETING MINUTES

  • 11 MAY 2018 - ORDINARY SHAREHOLDERS' MEETING MINUTES

  • 24 APRIL 2018 - SUMMARY REPORT OF THE VOTES AS OF ART. 125-QUATER, PAR. 2, LEGISLATIVE DECREE FEBRUARY 24, 1998, N. 58

  • 24 APRIL 2018 - SHAREHOLDERS' MEETING RESOLUTIONS

  • 24 APRIL 2018 - Press release

  • 29 MARCH 2018 - Annual Report 2017

  • 29 MARCH 2018 - Notice publication of documents

  • 29 MARCH 2018 - Report on item n. 3 of Ordinary Session - Authorisation to purchase and dispose of treasury shares subject to revocation of the authorisation granted by the Ordinary Shareholders' Meeting of 11 April 2017, for any part not yet implemented

  • 29 MARCH 2018 - Report on item n. 2 of Ordinary Session - Allocation of the period profits and dividend distribution

  • 29 MARCH 2018 - Report on item n. 1 of Ordinary Session - Financial statements at 31 December 2017

  • 29 MARCH 2018 - Sustainability Report 2017

  • 29 MARCH 2018 - 2017 Annual Report

  • 29 MARCH 2018 - Report on Corporate Governance and Ownership Structure 2017

  • 27 MARCH 2018 - Notice publication of documents

  • 27 MARCH 2018 - Remuneration Report 2018

  • 27 MARCH 2018 - Report on item n. 6 of Ordinary Session - Compensation policy pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998

  • 23 MARCH 2018 - Notice publication of documents

  • 23 MARCH 2018 - Information Documents - 2017-2019 Long term share based incentive plan - Amendment to point 1.2.

  • 23 MARCH 2018 - Report on item n. 5 of Ordinary Session - Proposal to change the 2017-2019 long term share incentive Plan. Required and consequent resolutions

  • 23 MARCH 2018 - Report on item n. 4 of Ordinary Session - Consensual termination of the appointment as external auditor of the accounts and contextual conferral of the new appointment as external auditor of the accounts of the Company for the period 2018-2026

  • 23 MARCH 2018 - Report on item n. 2 of Extraordinary Session - Proposal to supplement the slate voting regulations for the appointment of the Board of Directors and the Board of Statutory Auditors. Consequent amendment of articles 13.5 and 20.3 of the Company Bylaws. Necessary and consequent resolutions

  • 23 MARCH 2018 - Report on item n. 1 of Extraordinary Session - Proposal to cancel treasury shares in the Company’s portfolio without reducing the share capital; consequent amendment of article 5.1 of the Company Bylaws; Necessary and consequent resolutions

  • Restrictions on voting rights pursuant Legislative Decree 93 of 1 June 2011 and Prime Ministerial Decree of 25 May 2012

  • 23 MARCH 2018 - Relevant Regulation

  • 23 MARCH 2018 - EXTRACT NOTICE OF CALL

  • 23 MARCH 2018 - Notice of meeting

  • Voting by simple proxy

    Each person eligible to participate in the Shareholders’ Meeting may be represented pursuant to law by means of a written proxy, signing the proxy form issued at his request by authorized intermediaries or using the form available on the Company website www.snam.it (Governance and Conduct/Shareholders’ Meeting section).

    To facilitate the control of their representative powers, those who intend to participate in the Shareholders’ Meeting as proxies of persons eligible to participate, shall send documentation proving their authority:

    -   By mail (copies are acceptable) to the Registered Office of the Company:

    Snam S.p.A.
    Governance & Corporate Affairs (April 2018 Shareholders’ Meeting Proxy)
    Piazza Santa Barbara, 7
    20097 San Donato Milanese (MI) – Italy

    -   By fax (no. +39 02 37037631)
    -   By certified email to: snam.assemblea@pec.snam.it

  • Proxy voting using the Designated Representative

    Pursuant to Article 135- undecies of Legislative Decree no. 58/1998, the Company has designated Georgeson S.r.l. as Designated Representative, to whom shareholders may delegate proxy with voting instructions on any or all of the proposals on the items in the agenda, free of charge.
    In this case, the proxy must be given by signing the specific proxy form available on the Company website. The form must be sent no later than the the end of the second trading day before the date set for the Shareholders’ Meeting, on single call, together with a copy of a valid identification document:

     

    -   By fax, to +39 06 99332795;

    -   By email, to: georgeson@legalmail.it;

    -   By hand, Priority Mail, or courier, to: Georgeson, Via Emilia 88, 00187, Rome

    If the delegating person is a legal person, it must also send documentation attesting its corporate powers (abstract of the Companies’ Register files or similar).
    If a copy of the proxy is sent by fax or email, the original proxy shall be sent to the Designated Representative at the address shown above.

    The proxy has effect only for those proposals on which voting instructions were provided using the dedicated form. The proxy authorisation and the associated voting instructions may be withdrawn within the previously mentioned deadline.
    For all other information concerning the Designated Representative, a freephone number has been made available, 800-189038, for those calling from Italy, and phone number + 39 06 42171800, for those calling from abroad, on business days Monday through Friday from 09:00 to 18:00, as well as a dedicated email account (rappresentantesnam@georgeson.com).

  • Article 127-ter

    Pursuant to Article 127- ter of Legislative Decree no. 58/1998, those who have the right to vote may submit questions about the items in the agenda even before the Shareholders’ Meeting, that shall be delivered to the Company by 21 April 2018; the Company cannot guarantee answer to questions delivered after that date. Questions may be submitted:

     

    -   By mail to the following address:
        Snam S.p.A.  
        Governance & Corporate Affairs (April 2018 Shareholders’ Meeting Questions)
        Piazza Santa Barbara, 7
        20097 San Donato Milanese (MI) – Italy

    -   By certified e-mail snam.assemblea@pec.snam.it;

    -   Using the dedicated section of the Company Website.

    At the same time, by fax, mail or e mail (to the aforementioned references), interested persons must send documentation attesting their eligibility to the Company, in the form of the certification issued by the intermediary with whom the shares have been deposited or, alternatively, the same requested notice to participate in the Shareholders’ Meeting.
    Questions delivered before the above-mentioned date will be answered no later than during the Shareholders’ Meeting.
    The Company will provide a single answer to questions having the same content. No answer is due when the information requested is already available in the FAQ section of the Company Website.

  • Article 126-bis

    Pursuant to Article 126- bis of the T.U.F., such shareholders as, even jointly, represent at least one fortieth of the share capital (2.5%) may request, within ten days of publication of the Call of Shareholders’ Meeting, to add to the list of items to be deliberated, indicating in that request the further matters proposed, or may present proposals for resolution on items already on the agenda.. Said right may not be exercised on matter upon which the Shareholders’ Meeting resolve on a proposal of the board of directors or on a draft or a report prepared by said board, except as provided by Article 125- ter paragraph 1 of Legislative Decree no. 58/1998.
    The requests must be submitted in writing to the Registered Office of the Company by recorded delivery:

        Snam S.p.A. 
        Company Secretarial Office (Additions to the April 2018 Shareholders’ Meeting Agenda)
        Piazza Santa Barbara, 7
        20097 San Donato Milanese (MI) – Italy
        or by certified e-mail to snam.assemblea@pec.snam.it

    together with a description of the items requested for resolution or of the reasons for further proposals for resolution presented on items already on the agenda. Besides it must be delivered the certificate issued by the intermediary certifying ownership of the shares by the requesting Shareholders as at the date of the request itself shall be attached to it.

    Notice of updates of the agenda or further proposals for resolution presented on items already on the agenda will be provided in the same form as the publication of the notice, at least 15 days before the date set for the Shareholders’ Meeting.

  • Company Share Capital

    The authorized share capital amounts to €2,735,670,475.56 (two billion, seven hundred thirty five million, six hundred seventy thousand, four hundred seventy five point fifty six), divided into 3,500,638,294 (three billion, five hundred million, six hundred thirty-eight thousand, two hundred ninety-four) shares with no indication of nominal value.
    The shares are not divisible and each gives the right to one vote, excluding treasury shares held in the company portfolio as at the date of the Shareholders’ Meeting whose related voting right is suspended.

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updated
23 March 2018 - 08:21 CET