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AGM: Snam Shareholders’ Meeting

 

  

assemblea_azionisti-2013

 

  

The Board of Directors has convened the Shareholders' Meeting in ordinary session, on a single call, for 28 April 2021 at 10.00 a.m. (CET) in San Donato Milanese (MI), Piazza Santa Barbara, 7, in accordance with the procedures and to discuss and resolve on the agenda set out in the Notice of Shareholders' Meeting published on 29 March 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” (the effect of which has most recently been extended to shareholders' meetings held before 31st July 2021, by Art. 3, subsection six, of Italian Decree Law no. 183 of 31st December 2020, as converted by Italian Law no. 21 of 26th February 2021), 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.

  • 24 MAY 2021 - Notice publication of the Minutes of the Shareholders’ Meeting of 28 April 2021

  • 24 MAY 2021 - Minutes of the Shareholders' Meeting 28 April 2021

  • 12 MAY 2021 - Notice publication of documents

  • 29 APRIL 2021 - Summary Report of the votes on the agenda of the Shareholders' Meeting

  • 28 APRIL 2021 – Press release

  • 28 APRIL 2021 - Notice: Minutes of Shareholders’ Meeting and Payment of dividend balance for 2020

  • SHAREHOLDERS' MEETING 28 APRIL 2021 – File Answers to Shareholder Bava

  • SHAREHOLDERS' MEETING 28 APRIL 2021 – File Answers to Shareholder Re: Common

  • 6 APRIL 2021 - Annual report 2020

  • 6 APRIL 2021 - Notice publication of documents

  • 6 APRIL 2021 - Report on item n. 1 of Ordinary Session - Snam S.p.A financial statement as at 31 December 2020 Consolidated financial statements as at 31 December 2020. Reports of the Directors, the Board of Statutory Auditors and the Independent Auditors. Required and consequent resolutions

  • 6 APRILE 2021 - Report on item n. 2 of Ordinary Session - Allocation of the period profits and dividend distribution

  • 6 APRIL 2021 - 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 18 June 2020, for the part not yet implemented

  • 6 APRIL 2021 - Financial Disclosure on Climate Change 2020

  • 6 APRIL 2021 - Sustainability report 2020

  • 6 APRIL 2020 - Annual report 2020

  • 6 APRIL 2021 - Report on corporate governance and ownership structure 2020

  • 31 MARCH 2021 - Notice publication of documents

  • 31 MARCH 2021 - Remuneration Report 2021

  • 31 MARCH 2021 - 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)

  • 29 MARCH 2021 - Notice publication of documents

  • 29 MARCH 2021 - Information Document on the 2020-2022 Long Term Share Incentive Plan, with the proposed amendments.

  • 29 MARCH 2021 - Report on item n. 5 of Ordinary Session. Proposal to change the 2020-2022 long term share incentive Plan. Related and consequent resolutions.

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

  • 29 MARCH 2021 - Relevant Regulation

  • 29 MARCH 2021 - Extract notice of call

  • 29 MARCH 2021 - Notice of meeting

  • With reference to the Shareholders' Meeting of Snam S.p.A. (“S nam” or the “ Company”), called in an ordinary session, on single call, for Wednesday 28 April 2021, at 10:00 a.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 effectiveness of which was lastly extended to the meetings held by 31 July 2021, by Article 3, subsection six, of Decree-Law No. 183 of 31 December 2020, as converted by Law No. 21 of 26 February 2021), 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 Legislative 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, represented by Mr Dario Trevisan or any of his substitutes if he is unable to attend, (“ 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 this section of the Company's website www.snam.it (“ Governance and Conduct” - “ Shareholders' Meeting” section) and the original copy, complete with the related written voting instructions and a copy of a valid form of ID of the delegating party and, in the case of a legal person, a copy of an identity document of the interim legal representative, or of another subject granted suitable powers, together with documentation showing the corporate powers (copy of a chamber of commerce certificate or similar), must be sent using one of the following alternative procedures:

    (i)   for proxies with a hand-written signature, sent by courier or registered mail with proof of receipt, to Studio Legale Trevisan & Associati, Viale Majno no. 45 - 20122 Milan (Ref. “Proxy Snam Shareholders' Meeting April 2021”);

    (ii) for proxies with a qualified electronic signature or digital signature, by certified email to the address: rappresentante-designato@pec.it

    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 26 April 2021).

    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 (26 April 2021) 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., with voting instructions on all or some of the proposals on the Agenda. The proxies, complete with the related written voting instructions and a copy of a valid form of ID of the delegating party and, in the case of a legal person, a copy of an identity document of the pro tempore legal representative, or of another subject granted suitable powers, together with documentation showing the corporate powers (copy of a chamber of commerce certificate or similar), must be sent:

    (i) to the Company by certified email to: snam.assemblea@pec.snam.it, or by e-mail to: 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 Shareholders' Meeting April 2021”)

    by 12.00 noon on 27 April 2021.

    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 (27 April 2021) 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.

    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 (during work days and hours).

     

  • 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 19 April 2021), using the following procedures (indicating “Questions April 2021 Shareholders' Meeting” as Reference):

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

    or

    -  by email to: segreteria.societaria@snam.it

    or

    -   by using the  specific section of the Company Website.

    The interested parties must at the same time send the Company, by certified email or by email (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 25 April 2021. 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 8 April 2021), 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 April 2021 Shareholders' Meeting” and/or “Proposals for resolution April 2021 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 13 April 2021

    The aforementioned proposals, formulated in a clear and complete way, must be submitted in writing, indicating “Individual proposals April 2021 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 15 April 2021, 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-s exies of Legislative Decree 58/1998.

  • Company Share Capital

    The share capital is 2,735,670,475.56 (two billion, seven hundred thirty-five million, six hundred seventy thousand, four hundred seventy-five point fifty-six) euros represented by 3,360,857,809 (three billion, three hundred sixty million, eight hundred fifty-seven thousand, eight hundred and nine) ordinary shares without par value.
    The shares are indivisible and each share shall grant the right to one vote with the exception of the treasury shares in the portfolio on the date of the Shareholders' Meeting, for which exercise of the right to vote is suspended.

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updated
29 March 2021 - 13:20 CEST