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AGM: Snam Shareholders’ Meeting

 

  

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The Board of Directors has convened the Shareholders' Meeting in extraordinary and ordinary session, on a single call, for 18 June 2020 at 12:00 p.m. in San Donato Milanese (MI), Piazza Santa Barbara, 7, to discuss and resolve on the agenda set out in the Notice of Shareholders' Meeting published on 11 May 2020.
In view of the current health emergency linked to the COVID-19 epidemic, the Company has decided to use the option provided in art. 106, subsection 4, of Law Decree no. 18 of 17 March 2020 laying down “Measures for strengthening the national healthcare service and economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, establishing that the Shareholders' Meeting will be attended by those entitled to vote only through the designated representative of the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 (“CLF”) and Article 10.2 of the company Bylaws – i.e., the law firm Studio Legale Trevisan & Associati - Viale Majno no. 45, 20122 Milan.
Without prejudice to the foregoing, intervention at the Shareholders' Meeting by those duly entitled can only take place through telecommunications devices that enable the identification of participants.

  • 22 JUNE 2020 - Summary Report of the votes on the agenda of the Shareholders' Meeting

  • 18 JUNE 2020 – Press release

  • 18 JUNE 2020 - Notice: Minutes of Shareholders’ Meeting and Payment of dividend balance for 2019

  • SHAREHOLDERS' MEETING 18 JUNE 2020 – File Answers to Shareholder Bava

  • SHAREHOLDERS' MEETING 18 JUNE 2020 – File Answers to Shareholder Re: Common

  • 1 JUNE 2020 - Proposed nomination as Director and Chairman of the Board of Directors submitted by the shareholder CDP Reti pursuant to the article 126-bis, section 1, penultimate period, Consolidated Law on Finance (The documentation is only available in the Italian version. For the CV of the candidate is available an English translation)

  • 1 JUNE 2020 - Notice publication of documents

  • 11 MAY 2020 - Annual Report 2019

  • 11 MAY 2020 - Notice publication of documents

  • 11 MAY 2020 - Orientations of the Board Of Directors of Snam to the Shareholders on the future dimension and composition of The Board Of Director

  • 11 MAY 2020 - Report on item n. 7 of Ordinary Session on the Appointment of the Chairman of the BoD

  • 11 MAY 2020 - Report on items n. 6 of Ordinary Session on the Appointment of Director

  • 11 MAY 2020 - Report on item n. 5 of Ordinary Session 2020-2022 Long term share incentive plan

  • 11 MAY 2020 - Report on item n. 4 of Ordinary Session- Remuneration policy report and compensation paid: 4.1 First section: report on the remuneration policy (binding resolution); 4.2 Second section: report on remuneration paid (non-binding resolution).

  • 11 MAY 2020 - Report on item n. 3 of Ordinary Session- Authorization to purchase and dispose of treasury shares, subject to revocation of the authorization granted by the Ordinary Shareholders' Meeting of April 2, 2019, for the part that remained unexecuted

  • 11 MAY 2020 - Report on item n. 2 of Ordinary Session - Allocation of the period profits and dividend distribution

  • 11 MAY 2020 - Report on item n. 1 of Ordinary Session - Financial statements at 31 December 2019

  • 11 MAY 2020 - 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

  • 11 MAY 2020 - Todays' change, for tomorrows' climate Financial Disclosure on Climate Change 2019

  • 11 MAY 2020 - Sustainability report 2019

  • 11 MAY 2020 - Annual report 2019

  • 11 MAY 2020 - Report on corporate governance and ownership structure 2019

  • 11 MAY 2020 - Remuneration Report 2020

  • 11MAY 2020 - 2020-2022 Long term equity incentive plan

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

  • 11 MAY 2020 - Relevant Regulation

  • 11 MAY 2020 - Extract notice of call

  • 11 MAY 2020 - Notice of meeting

  • With reference to the Shareholders' Meeting of Snam S.p.A. (“ Snam” or the “Company”), called in an ordinary and extraordinary session, on single call, for Thursday 18 June 2020, at 12:00 p.m. in San Donato Milanese (MI), Piazza Santa Barbara, 7, in view of the current COVID-19 epidemiological emergency, in compliance with Law Decree no. 18 of 17 March 2020, the Company has established that participation in the Shareholders' Meeting by those entitled to vote may only take place through the designated representative, pursuant to art. 135- undecies of Law Decree no. 58 of 24 February (“ CLF”), identified as the law firm Studio Legale Trevisan & Associati, with registered office in Milan, Viale Majno no. 45, and any Substitutes, (“Designated Representative”), to whom proxies and sub-proxies may be granted, alternatively pursuant to:
    (i) art. 135- undecies of the CLF, by means of the “Designated Representative Proxy form”, or
    (ii) art. 135- novies of the CLF, with the option of using the “Ordinary proxy form” and/or the “ Sub-proxy form”.

    The aforementioned Forms: Designated Representative Proxy form, Ordinary proxy form and Sub-proxy form.

  • (i) Proxy pursuant to art. 135-undecies CLF (“proxy to the Designated Representative”)

    The Designated Representative may be granted a written proxy pursuant to article 135- undecies of the CLF, at no cost to the delegating party (except for any postage costs), with voting instructions on all or some of the proposals on the agenda.
    The proxy to the Designated Representative pursuant to Article 135- undecies of the C.L.F., must be conferred by signing the specific “Designated Representative proxy form” made available in the appropriate section of the Company's website www.snam.it (“G overnance and Conduct” - “ Shareholders' Meeting” section) and the original copy, complete with the related written voting instructions and a signed copy of a valid form of ID and, if a legal entity, of documentation showing the corporate powers (copy of a chamber of commerce certificate or similar), must be sent by courier or recorded delivery, to:

    Studio Legale Trevisan & Associati,
    Viale Majno, n. 45
    20122 - Milan
    (Ref. “Proxy Snam 2020 Shareholders' Meeting”)

    by the end of the second trading day before the date set for the Shareholders' Meeting (i.e. no later than 23:59 on 16 June 2020). Without prejudice to the submission of the original proxy, complete with voting instructions, this can also be notified electronically by certified e-mail to: rappresentante-designato@pec.it. Submission of the proxy, signed digitally in accordance with current legislation, to said certified e-mail address, satisfies the requirement of written form.
    Proxies and related voting instructions conferred upon the Designated Representative pursuant to Article 135- undecies of the C.L.F. are revocable by said deadline (16 June 2020) in the same way as envisaged for conferral.
    Proxies have no effect on proposals for which no voting instructions have been provided.

     

  • (ii) Proxy and/or sub-proxy pursuant to art. 135-novies C.L.F. (“ordinary proxy” and/or “sub-proxy”)

    Those not choosing to avail themselves of proxies pursuant to Article 135- undecies of the C.L.F. can confer proxies and/or sub-proxies on the Designated Representative pursuant to Article 135- novies of the C.L.F., in derogation from Article 135- undecies, subsection 4 of the C.L.F., which, complete with the related written voting instructions and a signed copy of a valid form of ID and, if a legal entity, of documentation showing the corporate powers (copy of a chamber of commerce certificate or similar), must be sent to:
    (i) to the Company by certified email to the address: snam.assemblea@pec.snam.it or to the e-mail: segreteria.societaria@snam.it
    or, alternatively,
    (ii) to the Studio Legale Trevisan & Associati law firm, by mail, to: Viale Majno n. 45, 20122, Milan – Italy, or by certified e-mail to: rappresentante-designato@pec.it or by e-mail to: rappresentantedesignato@trevisanlaw.it
    (Ref. “Proxy Snam 2020 Shareholders' Meeting”)
    by 12.00 p.m. on 17 June 2020.

    Proxies and/or sub-proxies and related voting instructions conferred upon the Designated Representative pursuant to Article 135- novies of the C.L.F. are revocable by said deadline (17 June 2020) in the same way as envisaged for conferral.
    The Designated Representative reserves the right to accept proxies, sub-proxies and/or voting instructions and/or their revocation even after the expiry of the aforementioned deadline, as long as they are received prior to the start of the shareholders' meeting.
    The proxy and/or sub-proxy to the Designated Representative may contain voting instructions on all or some of the proposals relating to items on the agenda, it being understood that the Designated Representative shall not cast any discretionary vote at the Shareholders' Meeting in relation to proposals for which no specific voting instructions have been received, although the relative shares are counted for the purposes of calculating the quorum for passing resolutions.

    Further information, including about the regulations applicable to the system of the Designated Representative, is available in the appropriate section of the Company’s  website www.snam.it (“ Governance and Conduct” – “ Shareholders’ Meeting” section). The Designated Representative will be available to Shareholders to provide necessary information and clarifications regarding the conferral of the proxy on the Designated Representative (in particular in regard to the completion of the proxy and/or sub-proxy form and voting instructions and their submission) at the above addresses and/or via the freephone number: 800 134 679.

     

  • Article 127-ter

    Pursuant to article 127- ter of Legislative Decree 58/1998, 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), using the following procedures (indicating “Questions June 2020 Shareholders' Meeting” as Reference): 

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

    or

    -  by email to: societaria@snam.it

    or

    -   by using the dedicated section of the Company Website.

    The interested parties must at the same time send the Company, by certified email or e-mail (to the addresses indicated above) proof of legitimacy represented by the certificate issued by the intermediaries storing the shares or, alternatively, by the same communication required for participation at the shareholders’ meetings. In this latter case, the subject that has asked the authorised intermediary to issue proof of legitimacy to participate in the Shareholders' Meeting pursuant to art. 83- sexies of Legislative Decree 58/1998 may indicate the reference details of this communication if issued by the intermediary or, at least, the name of the intermediary. This communication must in any case be received by the Company at the latest by the start of the shareholders’ meeting. 
    Responses to the questions received by the deadline indicated above will be published in the specific section of the Company website by 16 June 2020. The company may provide a single reply to questions with the same content. No answer is due when the information requested is already available in the "FAQ" section of the Company Website  in the specific section or regarding topics which are not subject to resolution by the Shareholders' Meeting.

     

  • Additions to the agenda of the Shareholders' Meeting and proposals for resolution on items on the agenda by shareholders holding at least 2.5% of the share capital (pursuant to art. 126-bis, subsection 1, first sentence, of Legislative Decree 58/1998)

    Pursuant to Article 126- bis, subsection 1, first sentence, of Legislative Decree 58/1998, shareholders who, even jointly, represent at least one fortieth of the share capital (2.5%) may request, within 10 days of publication of the call notice (that is by 21 May 2020), to add to the list of items to be discussed, indicating in their request the additional matters they are proposing, or they may submit proposals for resolution on items already on the agenda. Additions are 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 those specified under article 125- ter, subsection 1, of Legislative Decree 58/1998.
    The requests must be submitted in writing, indicating “Addition to Agenda June 2020 Shareholders' Meeting” and/or “Proposals for resolution June 2020 Shareholders' Meeting” as a reference, with the following procedures:

    - sent by certified e-mail to snam.assemblea@pec.snam.it 

    or

    - by e-mail to: segreteria.societaria@snam.it 

    and must be accompanied by a report giving the reason for the proposed resolutions on the new items for which discussion is proposed or the reasons relating to additional proposed resolutions submitted on items already on the agenda.
    The request must be produced together with a disclosure issued by the intermediary certifying the share ownership of the shareholders making the request, valid on the date the request was made.

    Additions to the agenda or the submission of further proposals for resolution 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 in a single call.

  • Presentation of proposals for resolution by those entitled to vote (pursuant to art. 126-bis, subsection 1, penultimate sentence, of Legislative Decree 58/1998)

    Given that participation at the Shareholders' Meeting is only permitted through the Designated Representative Studio Legale Trevisan & Associati, with reference to this Shareholders' Meeting, those entitled to vote and who intend to make proposals for resolution on the items on the Agenda - pursuant to art. 126- bis of the CLF – are invited to submit them in advance, by 3 June 2020
    The aforementioned proposals, formulated in a clear and complete way, must be submitted in writing, indicating “Individual proposals June 2020 Shareholders' Meeting” as reference, using the following procedures:

    - sent by certified e-mail to snam.assemblea@pec.snam.it

    or

    -  by e-mail to: segreteria.societaria@snam.it 

    The proposals for resolution will be published in the specific section of the Company’s website by 5 June 2020, so as to permit those entitled to vote to express their informed opinion, also taking these new proposals into account and to allow the Designated Representative, Studio Legale Trevisan & Associati, to collect any voting instructions on the same.

    For the purposes of the foregoing, the Company reserves the right to check the relevance of the proposals with respect to the items on the agenda, their completeness and their compliance with applicable legislation, as well as the legitimacy of those making the proposals, also taking into account the disclosures that will be sent to the Company pursuant to art. 83- sexies of Legislative Decree 58/1998.

  • 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 3,394,840,916  (Three billion three hundred ninety-four million, eight hundred forty thousand, nine hundred sixteen) 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
11 May 2020 - 09:07 CEST