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18 JUNE 2020 SHAREHOLDERS' MEETING

  • Where is the Company's Shareholders Meeting held?

    The Shareholders' Meeting will be held in Italy at the registered offices of the Company, according to the procedures indicated in the call notice.

     

     

  • Can shareholders ask the Company questions?

    Those who have the right to vote may submit questions about the items on the agenda even before the Shareholders’ Meeting, which must reach the Company at the latest within seven trading days before the date of the Shareholders' Meeting (i.e. by 9 June 2020).

    The call notice indicates the manner and terms for sending questions to the company before the Shareholder’s Meeting begins.

  • How can shareholder’s participate in the Shareholders' Meeting?

    Bearing in mind the current health emergency pursuant to art. 106, subsection 4, of Italian Decree Law no.18 of 17 March 2020, those who have the right to vote may participate in the Shareholders' Meeting solely via the Designated Representative to whom the party concerned must issue a specific proxy.

     

  • What is the procedure for issuing a proxy to the Delegated Representative?

    1) Download the Proxy Form for the Designated Representative from  the website www.snam.it (“Governance and Conduct” - “Shareholders' Meeting”) section; 2) Fill in the Proxy Form; 3) Make a photocopy of your ID; 4) Send the Proxy, together with a copy of a currently valid ID by the end of the second trading day before the date set for the Shareholders' Meeting (i.e. no later than 11:59 p.m. on 16 June 2020) using one of the following channels:

    • By certified e-mail to: rappresentante-designato@pec.it;
    • By express courier or recorded delivery, to

    Studio Legale Trevisan & Associati, Viale Majno, no. 45, 20122 - Milan
    (Ref. “Proxy Snam 2020 Shareholders' Meeting”)

    If the delegating party is a legal person, they must also attach proof of their own corporate powers (examination copy or similar). Later on, and if a copy of the proxy was sent, please also send the original of the proxy to the Designated Representative c/o Studio Legale Trevisan & Associati, Viale Majno, n. 45, 20122 - Milan, Italy.

    Alternatively, anyone entitled to participate in the Shareholders' Meeting may have themselves represented, pursuant to law, by written proxy or sub-proxy granted to the Designated Representative, as follows: 1) Download the Ordinary Proxy Form and/or the Sub-proxy Form from the website www.snam.it (“Governance and Conduct” - “Shareholders' Meeting”) section; 2) Fill in the Ordinary Proxy Form and/or the Sub-proxy Form; 3) Make a photocopy of your ID; 4) Send the Proxy, together with a copy of the relative written voting instructions and signed copy of a currently valid ID by 12.00 noon on 17 June 2020 (without prejudice to the fact that the Designated Representative may accept proxies and/or sub-proxies and/or voting instructions even after this deadline, as long as prior to the start of the meeting) using one of the following channels:

    • To the Company:
    - By certified e-mail to: snam.assemblea@pec.snam.it;
    - By e-mail, to: segreteria.societaria@snam.it.

    • To the Designated Representative:
    - certified e-mail, to the address rappresentante-designato@pec.it
    - by e-mail, address: rappresentantedesignato@trevisanlaw.it
    - by mail, to:Studio Legale Trevisan & Associati, Viale Majno, no. 45, 20122 - Milan

    If the delegating party is a legal person, they must also attach proof of their own corporate powers (examination copy or similar). Later on, and if a copy of the proxy was sent, please also send the original of the proxy to the Designated Representative c/o Studio Legale Trevisan & Associati, Viale Majno, n. 45, 20122 - Milan, Italy. The representative shall retain the original of the proxy form and keep track of any voting instructions received for a period of one year from closure of the shareholders' meetings concerned.

  • Can a proxy be granted to more than one representative?

    The proxy is granted to a single representative for each Shareholders' Meeting, without prejudice to the option of the holder of the voting right to indicate a substitute.
    The option to appoint a different representative for each account, used to record financial instrument transactions, is however permitted.
    If the proxy envisages such option, the representative may have another person of his or her choice take his/her place.

  • Is the proxy revocable?

    Yes. The proxy and voting instructions may be revoked within the same time limit set for sending it (end of the second trading day prior to the date set for the Shareholders' Meeting) and with the same procedure.

  • What is the agenda?

    Extraordinary session

    1. 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. Related and consequent resolutions.

    Ordinary session

    1. Snam S.p.A financial statement as at 31 December 2019. Consolidated financial statements as at 31 December 2019. Reports of the Directors, the Board of Statutory Auditors and the Independent Auditors.  Related and consequent resolutions.
    2. Allocation of the period’s profits and dividend distribution.
    3. Authorisation to purchase and dispose of treasury shares, subject to revocation of the authorization granted by the Ordinary Shareholders' Meeting of 2 April 2019, for the part not yet implemented.
    4. Report on remuneration policy and compensation paid:
    4.1 First section: report on the remuneration policy (binding resolution);
    4.2 Second section: report on the compensation paid (non-binding resolution).
    5. 2020-2022 Long term share incentive plan. Related and consequent resolutions.
    6. Appointment of a Director.
    7. Appointment of the Chairman of the Board of Directors.



     

SHAREHOLDERS' MEETING

  • When is it possible to know the dates of Snam Shareholders Meetings?

    The financial calendar, which must be published in accordance with the current Regulations of the Markets organised and managed by Borsa Italiana S.p.A. by 30 January, is normally circulated in early January each year and contains information on the dates on which Shareholders' Meetings are called. The calendar is also published on the Company's website.

     

  • What rights are granted to shareholders with regard to the Shareholders Meetings?

    Shareholders have the right to:

    • be informed in good time of the convocation of the meeting
    • be informed in good time about the items on the agenda and to make additions to them,
    • submit proposals for resolution on subjects already on the agenda,
    • participate in the meeting and cast their vote
    • acquire more information.
  • By whom and how often are Shareholders Meetings convened?

    The Board of Directors calls the Shareholders' Meeting at least thirty days before the date on which it is to be held on a single call (forty days if the Shareholders' Meeting is called to appoint directors or statutory auditors).

  • Where is the notice of a call to a meeting published?

    The notice is published on the Company’s website and is made available on the authorised storage mechanism “eMarket Storage” (www.emarketstorage.com), as well as in summary form in the daily newspapers: Il Sole 24 ORE, and, in English, in the Financial Times.

  • Where are the Company's Shareholders Meetings of the Company held?

    Shareholders' Meetings are held in Italy, usually at the registered offices of the Company, according to the procedures indicated in the call notice.

     

  • What are the matters to be resolved at Ordinary Shareholders' Meetings?

    Ordinary Shareholders' Meetings are convened to resolve on specific matters such as:

    • approval of the annual financial report,
    • the appointment and revocation of directors and statutory auditors and the determination of their remuneration,
    • compensation plans based on financial instruments in favour of members of the board of directors and employees,
    • liability action against directors and statutory auditors;
    • the assignment and revocation of the appointment as external auditor of the accounts to an independent auditing firm;
    • the allocation of the result for the year and the distribution of dividends, also as the balance with respect to any advances already approved by the Board;
    • approval of the regulations of shareholders' meetings;
    • the purchase and disposal of treasury shares;
    • the authorisation of resolutions concerning the sale, transfer, rental, usufruct and any other act of disposal, including those that apply to joint ventures, or subject to business restrictions or strategically relevant business units involving gas transportation or dispatching activity.

    Ordinary shareholders' meetings shall be held in a single call.

  • What are the matters to be resolved at Extraordinary Shareholders' Meetings?

    Extraordinary Shareholders' Meetings are convened to resolve on specific matters such as:
    amendments to the Bylaws and mergers and demergers that, pursuant to the Bylaws, are not subject to the jurisdiction of the Board.
    Extraordinary shareholders' meetings shall be held in a single call.

  • Can Shareholders propose liability actions?

    Yes. Liability actions may be proposed against directors and statutory auditors directly at the Ordinary Shareholders' Meeting.

  • When should the Ordinary Shareholders' Meeting be called to approve the financial statements?

    The Ordinary Shareholders' Meeting to approve the financial statements is convened within 180 days of the end of the fiscal year to which the financial statements refer.

  • How can information be obtained on the items which the Shareholders' Meeting will be called upon to deliberate?

    The Board of Directors is required to draft a report on each of the items on the agenda, also containing the proposed resolution to be submitted to the Shareholders' Meeting and to render public the same at the issuer’s headquarters, on the Company website (www.snam.it) and on the authorised storage mechanism (www.emarketstorage.com). 
    Such requirement is fulfilled within the deadline for publication of the call notice of the Shareholders' Meeting or different deadline established by applicable legislation.

  • In particular, which reports is the Board of Directors required to draw up and make available to the public?

    The Board of Directors is required to draw up and make available to the public:
    the annual financial report, including the draft financial statements as well as the consolidated financial statements, where prepared, the report on operations and the attestation of the officer responsible for the preparation of the company's financial reports, as well as the reports of the board of statutory auditors and the independent auditing firm. They shall be made public within four months of the end of each financial year. No less than twenty-one days shall elapse between the above-mentioned publication and the date of the shareholders' meeting;
    the slates of candidates for the office of director and statutory auditor shall be filed at the registered office of the issuer at least twenty-five days before the date of the shareholders' meeting called to resolve on the appointment of the members of the board of directors and the board of statutory auditors and made available to the public at the registered office and on the website at least twenty-one days before that date.
    The procedures for the submission, filing and publication of slates of candidates for the office of director and statutory auditor are set out in the Bylaws and in the call notice.

  • Can Shareholders ask the Company questions?

    Those who have the right to vote may submit questions about the items on the agenda even before the Shareholders’ Meeting, which must reach the Company at the latest within seven trading days before the date of the Shareholders' Meeting (i.e. by 9 June 2020).

    The call notice indicates the manner and terms for sending questions to the company before the Shareholder’s Meeting begins.

  • What is the procedure for adding an item and resolution proposals to the Agenda?

    Those shareholders who, even jointly, represent at least one-fortieth of the share capital may send a written request by certified e-mail to snam.assemblea@pec.snam.it or by email to segreteria.societaria@snam.it, within 10 days of publication of the call notice of the Shareholders' Meeting (21 May 2020), to supplement the items on the agenda, indicating in the request the additional matters they propose or presenting proposals for resolution on items already on the agenda, attaching a report on the requested matters to be dealt with or the reasons for further proposals for resolution presented on items already on the agenda.
    The request must be produced together with a certification issued by the intermediary certifying the share ownership of the shareholders making the request, valid on the date the request was made.
    Supplementation of the agenda or the submission of further proposed resolutions on items already on the agenda will be disclosed in the same ways as prescribed for publication of the call notice, at least 15 days prior to the date scheduled for the Shareholders' Meeting.

    The right of those entitled to vote to make resolution proposals on the items on the Agenda – pursuant to art. 126-bis of the CLF – remains unchanged and they should be submitted by 3 June 2020. Said proposals, which must be formulated clearly and completely, must be submitted in writing (specifying as Ref. “Individual proposals June 2020 Shareholders' Meeting”) by certified e-mail to snam.assemblea@pec.snam.it or by e-mail to segreteria.societaria@snam.it

    Proposals for resolution will be published in the specific section of the Company's website www.snam.it (“Governance and Conduct” - “Shareholders' Meeting” section) by 5 June 2020, to allow those entitled to vote to express an informed vote, also taking into account such new proposals and to enable the Designated Representative to obtain voting instructions, also potentially on said proposals.

    For the purpose of the foregoing, the Company reserves the right to verify the pertinence of the proposals in respect of the items on the Agenda, their completeness and compliance with applicable legislation and the legitimate entitlement of those making the proposals to do so.


     

  • Are there any topics that may not be supplemented?

    Supplementation is not permitted for matters which, in accordance with the law, the Shareholders' Meeting resolves on the proposal of the Directors or on the basis of a project or report they have prepared, other than that on the items on the agenda.

  • How can shareholder’s participate in the Shareholders' Meeting?

    Bearing in mind the current health emergency pursuant to art. 106, subsection 4, of Italian Decree Law no.18 of 17 March 2020, those who have the right to vote may participate in the Shareholders' Meeting solely via the Designated Representative to whom the party concerned must issue a specific proxy.

     

  • Is the option for expressing votes by correspondence or e-mail envisaged?

    Snam's Bylaws do not provide the option to exercise the right to vote by correspondence or electronic means; therefore, taking into account the current health emergency, participation in the shareholders' meeting can only take place through a designated representative.

  • Who may the voting proxy be issued to?

    All persons entitled to attend the Shareholders' Meeting may be represented, in accordance with the law, by written proxy granted to another person of their choice by signing the proxy form (simple proxy). The proxy may not be issued with the name of the representative left blank. Participation in the Shareholders' Meeting of those entitled to vote is only allowed through the designated representative of the Company, who may also be granted a sub-proxy.

    Shareholders who intend to participate in the Shareholders' Meeting must first certify their entitlement to such right, namely that they are entitled to participate in the Shareholders' Meeting and exercise the right to vote.

  • In general, are there any restrictions on the granting of voting proxies?

    There is no limit to the number of proxies a person may receive. In any case, it is worth remembering that:

    • it may only be conferred for individual shareholders’ meetings, with effect also for subsequent calls;
    • if it is a general power of attorney or a power of attorney granted by a company, association, foundation or other collective body, or institution to one of its employees, it is effective until revoked;
    • if it is conferred to a company, association, foundation or other collective body or institution, they may only delegate one of their employees;
    • it may not be granted to directors, statutory auditors, employees of the Company or of its subsidiaries or to these latter
  • Where can I find references to the procedures for voting by proxy?

    The call notice makes reference to this voting method and the procedures for communicating any notification of voting by proxy, also by certified electronic mail.

  • How can you certify that you are entitled to participate in the Shareholders' Meeting?

    The party entitled to vote must ask the intermediary with which its shares are deposited (bank, securities brokerage company) to issue a communication, made on the basis of evidence relating to the end of the accounting day of the seventh trading day prior to the date set for the shareholders' meeting (record date).
    Credit and debit entries made in securities accounts after this deadline are not relevant for the purposes of entitlement to vote at the shareholders' meeting; therefore, those who hold shares only after this date will not be entitled to participate or vote at the shareholders' meeting.
    These communications must be received by the issuer by the end of the third trading day prior to the date set for the Shareholders' Meeting, but in any case by the start of the shareholders’ meeting on a single call.

  • Who is and by whom is the Designated Representative appointed?

    The designated representative is a natural or legal person to whom all shareholders may grant their proxy free of charge; said person is appointed by the Issuing Company.
    The call notice identifies the person designated by the Company for the granting of voting proxies as well as the procedures and terms for the granting of proxies by shareholders, specifying that the proxy shall not have effect with regard to proposals for which voting instructions have not been given.

  • What is the procedure for issuing a proxy to the Delegated Representative?

    1) Download the Proxy Form for the Designated Representative from the website www.snam.it (“Governance and Conduct” - “Shareholders' Meeting”) section; 2) Fill in the Proxy Form; 3) Make a photocopy of your ID; 4) Send the Proxy, together with a copy of a currently valid ID by the end of the second trading day before the date set for the Shareholders' Meeting (i.e. no later than 11:59 p.m. on 16 June 2020) using one of the following channels:

    Studio Legale Trevisan & Associati, Viale Majno, no. 45, 20122 - Milan (Ref. “Proxy Snam 2020 Shareholders' Meeting”)

    If the delegating party is a legal person, they must also attach proof of their own corporate powers (examination copy or similar).  Later on, and if a copy of the proxy was sent, please also send the original of the proxy to the Designated Representative c/o Studio Legale Trevisan & Associati, Viale Majno, n. 45, 20122 - Milan, Italy.

    Alternatively, anyone entitled to participate in the Shareholders' Meeting may have themselves represented, pursuant to law, by written proxy or sub-proxy granted to the Designated Representative, as follows: 1) Download the Ordinary Proxy Form and/or the Sub-proxy Form from the website www.snam.it (“Governance and Conduct” - “Shareholders' Meeting”) section; 2) Fill in the Ordinary Proxy Form and/or the Sub-proxy Form; 3) Make a photocopy of your ID; 4) Send the Proxy, together with a copy of the relative written voting instructions and signed copy of a currently valid ID by 12.00 noon on 17 June 2020 (without prejudice to the fact that the Designated Representative may accept proxies and/or sub-proxies and/or voting instructions even after this deadline, as long as prior to the start of the meeting) using one of the following channels:

    • To the Company:
    - By certified e-mail to: snam.assemblea@pec.snam.it;
    - By e-mail, to: segreteria.societaria@snam.it.

    • To the Designated Representative:
    - certified e-mail, to the address rappresentante-designato@pec.it
    - by e-mail, address: rappresentantedesignato@trevisanlaw.it
    - by mail, to: Studio Legale Trevisan & Associati, Viale Majno, no. 45, 20122 - Milan

    If the delegating party is a legal person, they must also attach proof of their own corporate powers (examination copy or similar). Later on, and if a copy of the proxy was sent, please also send the original of the proxy to the Designated Representative c/o Studio Legale Trevisan & Associati, Viale Majno, n. 45, 20122 - Milan, Italy. The representative shall retain the original of the proxy form and keep track of any voting instructions received for a period of one year from closure of the shareholders' meetings concerned.

  • Can a proxy be granted to more than one representative?

    The proxy is granted to a single representative for each Shareholders' Meeting, without prejudice to the option of the holder of the voting right to indicate a substitute.
    The option to appoint a different representative for each account, used to record financial instrument transactions, is however permitted.
    If the proxy envisages such option, the representative may have another person of his or her choice take his/her place.

  • Is the proxy revocable?

    Yes. The proxy and voting instructions may be revoked within the same time limit set for sending it (end of the second trading day prior to the date set for the Shareholders' Meeting) and with the same procedure.

  • Are there any charges to be paid by the delegating party?

    No. The granting of the proxy and voting instructions by signing the form will not cost the delegating party anything (except for any postage costs).

  • Can a partial proxy be granted?

    Yes. Proxies may also be partial. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.

  • Are Shareholder Associations acknowledged the right to collect proxies from shareholders employed by the Company?

    The Company shall make available to associations of shareholders who meet the requirements provided for in the relevant legislation, in accordance with terms and conditions agreed from time to time with their legal representatives, the facilities necessary for communication and work activities related to the collection of proxies of shareholders employed by the Company and its subsidiaries.
    This operation is also regulated by specific legislation issued by Consob.

  • What are the shareholders' meeting quorums required for proposals to be approved?

    In order to pass a valid shareholders' Meeting resolution, the bylaws provide for the following constitutive and deliberative quorums:

    Ordinary Shareholder' Meeting (single call)
    Constitutive Quorum
    Deliberative  Quorum
    Not required
    Majority of those participating on their own behalf or by proxy
    Extraordinary Shareholders'  Meeting (single call)
    Constitutive Quorum
    Deliberative Quorum
    At least 1/5 of the share capital
    At least 3/4 of the share capital present at the Shareholders' Meeting

     

  • How soon afterwards and how will the results of the voting at the Shareholders' Meeting be announced?

    A summary voting report setting out the number of shares represented at the Shareholders' Meeting and the shares for which votes were cast, the percentage of capital that such shares represent, as well as the number of votes for and against the resolution and the number of abstentions, shall be made available on the Company's website within five days of the date of the Shareholders' Meeting.

  • Are the minutes of the Shareholders' Meeting accessible to the public?

    The minutes of the shareholders’ meeting are made available on the website within thirty days of the date of the shareholders’ meeting.

  • Where is the information on the Dividend collection published?

    The Company provides all the information necessary to collect the dividend, the interim dividend and the related balance on its website and in a notice published in the following newspapers: Il Sole 24 ORE, and, in English, in the Financial Times.

  • Can collection of a dividend be waived?

    Yes. Collection of the Dividend can be waived by making a specific request to the intermediary.

  • Can Shareholders acquire information on the composition of the Company's share ownership? If so, how?

    Yes. Shareholders may acquire information on the composition of the Company's share ownership by consulting the shareholder register.
    To such purpose, they should submit a request to the Company’s Secretarial office (e-mail address: segreteria.societaria@snam.it) and report to the Company's offices during office hours, with specific certification attesting to the ownership of such right.

BOARD OF DIRECTORS

STATUTORY AUDITORS

  • When does Snam‘s Board of Statutory Auditors mandate expire?

    The mandate for the Board of Statutory Auditors is 3 financial years, lapse at the date of the shareholders’ meeting called to approve the financial statements of the last financial year of their office and is renewable. The current Board of Statutory Auditors has been elected by the shareholders' meeting held on April 2, 2019 and lapse at the date of the shareholders’ meeting called to approve the financial statements as at December 31, 2021.

  • How many Acting Statutory Auditors and how many Substitute Statutory Auditors are there?

    The Board of Statutory Auditors is made up of 3 Acting Statutory Auditors and 2 Substitute Statutory Auditors.

  • How are they nominated?

    By voting list, pursuant to Article 20 of the By-law. Pursuant to Article 20 of the By-law the shareholders meeting appoints as Chairman of the Board of Statutory Auditors the effective Auditor drawns out from the candidate lists presented by the minority Shareholders.

  • Who can propose lists for the Board of Statutory Auditors?

    Shareholders who at the time of the presentation of lists have the right to vote and who alone or jointly with other shareholders hold at least 2% of shares with the right to vote in the ordinary meeting, or a different percentage fixed or referred to by legislative or regulatory provisions (Consob set the aforesaid percentage at 1.0%) are entitled to present lists.

  • Why is the Board of Statutory Auditors nominated by voting list?

    To ensure broad representation for all shareholders.

  • How long is the mandate for Statutory Auditors?

    The mandate for Statutory Auditors is 3 financial years, lapse at the date of the shareholders’ meeting called to approve the financial statements of the last financial year of their office and is renewable.

SUBSIDIARIES COMPANIES

  • What is the governance of directly controlled subsidiaries ?

    The Subsidiaries of Snam adopt the traditional administration and control system. In order to maximize their effectiveness and efficiency, the Board of Directors of the Subsidiaries are made up of a minimum of three and a maximum of five members.
     

SHAREHOLDERS

SPECIAL POWERS

  • Are there any special powers?

    Several European Union countries, including Italy, have introduced some special State powers that can be exercised with regard to the operations and ownership structures of companies operating in sectors considered strategic and of national interest. These powers generally translate into a right of control by the State over certain changes in the ownership structure of companies subject to these provisions and/or a right of veto on certain strategic decisions.

    Following the findings of European Union bodies on Italian legislation on the special powers of the State (so-called "golden share" legislation), and after subsequent regulatory intervention, the Italian Government issued Decree Law no. 21 of 15 March 2012 (converted with amendments into Law no. 56 of 11 May 2012) governing "special powers on corporate structures in the defence and national security sectors, as well as for activities of strategic importance in the energy, transport and communications sectors". The new legislation provides for separate regulation of the defence and national security sectors on the one hand and "strategic assets in the energy, transport and communications sectors" on the other.

    Regulatory framework relevant to Snam: As far as Snam is concerned, Article 2 of Decree Law no. 21 of 15 March 2012 provides that via one or more regulations adopted by Italian Presidential Decree, networks and plants, assets and relationships of strategic importance for the national interest in the energy, transport and communications sector be identified (the "Core Assets").

    It then provides that any resolution, act or transaction adopted by a company holding one or more of the Core Assets which has the effect of modifying the ownership, control or availability of such Core Assets or changes their destination, must be notified by the Company to the Prime Minister's Office within 10 days and in any case before it is implemented. Resolutions passed by the shareholders' meeting or the administrative bodies concerning the transfer of subsidiaries holding the aforementioned Core Assets must be notified in the same terms.

    Within 15 days of notification, the Prime Minister's Office may, by decree adopted by resolution by the Council of Ministers: (i) notify such veto; (ii) impose specific requirements or conditions whenever this is sufficient to ensure the protection of public interests. After 15 days of notifying the Prime Minister's Office, if no measure has been taken, the operation may be carried out.

    It also provides that the purchase, for any reason whatsoever, by an entity outside the European Union of equity holdings in companies holding the Core Assets must be notified, again within 10 days, to the Prime Minister's Office. Within 15 days of notification, if the purchase entails a threat of serious prejudice to the essential interests of the State, the Prime Minister's Office may, by decree adopted by resolution by the Council of Ministers: (i) make the effectiveness of the purchase conditional to the purchaser undertaking commitments aimed at ensuring the protection of such interests; (ii) oppose the purchase, in exceptional cases of risk for the protection of such interests which cannot be eliminated by undertaking specific commitments. After 15 days of notifying the Prime Minister's Office, if no measure has been taken, in this case too the purchase may be completed. The law also states that such powers may be exercised 'exclusively on the basis of objective and non-discriminatory criteria'.

    In order to counter the COVID-19 epidemiological emergency and contain its negative effects, Italian Decree Law no. 23 of 8 April 2020, (containing urgent measures concerning, among other things, special powers in strategic sectors) provides that, until 31 December 2020 the notification requirement applies "to purchases for any reason of shareholdings, by foreign entities, including those belonging to the European Union, of such importance as to determine the permanent establishment of the purchaser, by reason of the acquisition of control of the company which the purchase of the equity investment regards, pursuant to Article 2359 of the Italian Civil Code and the Consolidated Law pursuant to Legislative Decree no. 58 of 24 February 1998, as well as to acquisitions of equity investments by foreign entities not belonging to the European Union, that attribute a share of voting rights or capital of at least 10%, taking into account the shares or quotas already directly or indirectly held, and the total value of which is €1 million or more and acquisitions that exceed the thresholds of 15%, 20%, 25% and 50% must also be notified.

ANNUAL REPORT, HALF-YEARLY REPORT AND OTHER FINANCIAL REPORTS

Unbundling model

  • Unbundling regulations

    The Decree of the President of the Council of Ministers of 25 May 2012, as amended by the Decree of the President of the Council of Ministers of 15 November 2019 (“DPCM”) set out the “Criteria, conditions and arrangements Snam S.p.A. complies with to adopt the ownership unbundling model of the operation of the national gas transmission network and ensure that Snam S.p.A. is fully independent of the vertically integrated undertakings that produce and supply natural gas and electricity”.

    In compliance with the ownership unbundling regime, on 15 October 2012 CDP RETI S.p.A. (at the time 100% owned by CDP S.p.A.) purchased 30% less one share of Snam's share capital from Eni S.p.A. Eni S.p.A. subsequently reduced its shareholding in the Company and, today, does not hold any stake in the Company's capital.

    In order to guarantee Snam's full third party status, the DPCM also provided that:

    (i)          even if Snam is included in the separate management of CDP S.p.A., all decisions relating to the management of the equity investments in Snam are taken by the Board of Directors of CDP S.p.A. as if the equity investment were included in ordinary operations, therefore, with the exclusion of the guidance power of the Ministry for the Economy and Finance and without such decisions being influenced by the members of the Board of Directors of CDP S.p.A. for the administration of the separate management;

    (ii)         members of the administrative or control body, as well as those persons who are senior managers in ENI S.p.A. or its subsidiaries may not hold any office in the administrative or control body, or be senior managers in Cassa Depositi e Prestiti S.p.A. or Snam S.p.A. or Terna S.p.A. or their subsidiaries, where operating in the natural gas or electricity transmission sector, nor may they have any relationship, direct or indirect, of a professional or financial nature, with said companies; similarly, members of the administrative or control body, as well as those persons who are senior managers in Cassa Depositi e Prestiti S.p.A. and have a relationship, direct or indirect, of a professional or patrimonial nature, with companies operating in the natural gas or electricity transmission sector, in Snam S.p.A., Terna S.p.A. and their subsidiaries operating in the natural gas or electricity transmission sector, may not hold any office in the administrative or control body, or be senior managers in ENI S.p.A. or its subsidiaries, nor may they have any relationship, direct or indirect, of a professional or financial nature, with said companies

    The voting rights attributed to the shares acquired (including through deeds, transactions or pacts in any form stipulated), as well as those that may be held, directly or indirectly, by producers or suppliers of gas and/or electricity or by companies that control them, or that are controlled by them or associated with them pursuant to the Italian Civil Code, or any powers of appointment that may be vested in them, are limited in accordance with the provisions of the applicable legislation governing the ownership unbundling model. This Article provides that the same person (natural or legal person) may not:

    (i)          exercise, directly or indirectly, control over an enterprise that undertakes the production or supply of natural gas or electricity and at the same time, directly or indirectly, exercise control or rights over an operator of a natural gas or electricity transmission system or over a natural gas or electricity transmission system.

     

     


     

Page Alert
updated
21 August 2017 - 09:18 CEST