Minutes and Documents
- Snam Rete Gas S.p.A. -
Head office: Piazza Santa Barbara 7, San Donato Milanese (MI)
Company share capital Euro 1.955.766.700,00, fully paid-up
Milan Companies Register – Tax Identification Number –
VAT Number 13271390158 - R.E.A. Milan 1633443
A subsidiary of Eni S.p.A.
Shareholders’ Meeting Resolutions
The extraordinary and ordinary Shareholders’ Meeting of Snam Rete Gas held on 27 April 2004 approved:
- modifications to articles 5,6,8,9,10,11,12,15,16,17,18,19,22 of the Snam Rete Gas S.p.A. By-laws, adjusting them to take into account the provisions of the Legislative Decree no. 6 of 17 January 2003;
- the financial statements of Snam Rete Gas S.p.A. as at 31 December 2003 which register a net profit of euro 80,915,003.57.
The Shareholders’ Meeting also approved:
- the allocation of the year’s profit of Snam Rete Gas S.p.A. as follows:
- part of the year’s profit, euro 44,522.86, to the “Reserve as of article 13 of Legislative Decree no. 124/1993�?. This amount corresponds to 3% of the allocation for the employees’ severance indemnities paid during the year to supplementary pension schemes;
- the rest of the year’s profit, euro 80,870,480.71, to the “Advance amortisation and depreciation reserve as of article 67 of Presidential Decree no. 917/1986�?;
- the allocation of the “Retained earnings�? of euro 30,258,270.41 to the “Advance amortisation and depreciation reserve as of article 67 of Presidential Decree no. 917/1986�? up to a total amount of euro 111,128,751.12, corresponding to the advance amortisation and depreciation allocated during the year;
- the distribution of the remaining "Retained earnings�? of euro 22,807,113.20 and of the “Share
Premium Reserve�? of euro 368,192,886.80 as dividend to the shareholders, for a total amount of
euro 391,000,000.00, equal to 0.20 per share. The distribution of dividends as regards the part
corresponding to the “Retained earnings�? is subject to taxation according to the new Consolidated
Act on Income Tax (Presidential Decree no. 917/1986), as amended by Legislative Decree no.
344/2003; the shareholders are therefore not entitled to tax credit.
The dividend entitles tax credit only if collected by resident commercial concerns, in particular by joint stock companies with financial year closing after 31 December 2003. In these cases, treatment for tax credit purposes of the dividend taken from the “Retained earnings�? will be the following:
- a tax credit of 51.51% will be granted on the amount of 0.00886 per share;
- no tax credit will be allowed on the amount of 0.00281 per share.
The distribution of dividends for the part corresponding to the “Share premium reserve�?, of euro 0.18833 per share, does not represent taxable income for the shareholders; the amounts received reduce the fiscally acknowledged cost of the shares held (article 47, sub-paragraph 5, Presidential Decree 917/86)
- to set at eight the number of Directors and their appointment for three financial years with expiry at the Shareholders’ Meeting called to approve the financial statements at 31 December 2006. The Board of Directors is therefore formed as follows: Mr. Domenico Dispenza - Chairman; Directors: Messrs Giuseppe Airoldi, Carlo Grande, Roberto Jaquinto, Roberto Lonzar, Roberto Lugano, Marco Mangiagalli, Renato Roffi;
- to determine the annual gross compensation due to each director at euro 25,000,00, plus reimbursement of expenses borne;
- to appoint the Statutory Auditors. The Board of Statutory Auditors is therefore formed as follows: Mr. Riccardo Perotta, Chairman; Statutory Auditors: Messrs Sergio Galimberti and Pierumberto Spanò; Alternate Auditors: Messrs Giulio Gamba and Luigi Rinaldi;
- to determine the annual gross compensation due to the Chairman of the Board of Auditors and to each Statutory Auditor at euro 37,500.00 and 25,000.00 respectively, plus reimbursement of expenses borne;
- to assign the following activities to the auditing company PricewaterhouseCoopers S.p.A. for
the 2004-2006 period and for an annual fee of euro 141,800.00:
- the auditing activities for the year’s financial statements and consolidated financial statements, pursuant to article 159 of the Legislative Decree no. 58 of 24 February 1998;
- control during the year of correct book-keeping and entry of management facts in the accounts, in compliance with the provisions of article 155 of the Legislative Decree of 24 February 1998 no. 58;
- the auditing of the mid-term report, in compliance with the provisions of Consob memo no. 97001574 of 20 February 1997;
- changes to article 2, point 1 of the "Snam Rete Gas S.p.A.’s Shareholders' Meetings Regulation�?.
FINANCIAL STATEMENTS FOR 2003
The volume containing the financial statements as at 31 December 2003 approved by the shareholders’ meeting, the consolidated financial statements as at 31 December 2003 and the documents envisaged in current law are available for consultation by the public at the registered office of the Company and at Borsa Italiana S.p.A.
The minutes of the Shareholders’ Meeting will be available for consultation at the registered office of the Company and at Borsa Italiana S.p.A. as of 4 May 2004.
The above documents are also available for consultation at www.snamretegas.it and may be requested at email@example.com
PAYMENT OF DIVIDEND YEAR 2003 2003
The dividend of euro 0.20 per share will be payable against the detachment of coupons No.3 from
May 27, 2004; the detachment date is May 24, 2004.
05 August 2016 - 15:42 CEST