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SNAM RETE GAS S.P.A.

Report on the proposals of the Board of Directors on the items in the Shareholders’ Meeting Agenda

ORDINARY SHAREHOLDERS’ MEETING OF 27TH AND 28TH APRIL 2005 IN FIRST AND SECOND CALL RESPECTIVELY

ITEM 1

FINANCIAL STATEMENTS AS AT 31ST DECEMBER 2004, CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST DECEMBER 2004, DIRECTORS’ REPORT, REPORTS OF THE BOARD OF STATUTORY AUDITORS AND OF THE INDEPENDENT AUDITORS

Shareholders,
the Snam Rete Gas S.p.A. Balance Sheet, which closed with a profit of 1,332,687,109.46 Euros, and the Consolidated Balance Sheet that closed with a net profit of 526 million Euros are shown in the document "Annual Report 2004�? which is deposited both at the Company Head-Office and at Borsa Italiana S.p.A. (the Italian Stock Exchange). This report therefore refers you to that document. Shareholders,
you are asked to approve your Company’s Balance Sheet at the 31st December 2004 that ended the year with a profit of 1,332,687,109.46 Euros.

ITEM 2

ALLOCATION OF NET INCOME AND DISTRIBUTION OF THE DIVIDEND

Shareholders,
considering the results obtained, the Board of Directors proposes a dividend payment of 0.20 Euros per share for a total amount of 391,062,100.00 Euros to be taken from the year’s profits. Shareholders,
you are asked to approve the following proposals:
 

  • to appropriate a portion of the net income, amounting to 62,100.00 Euros, to the “ Legal Reserves�?;

  • to distribute to the shareholders, as dividend, the amount of 391,062,100.00 Euros, corresponding to 0.20 Euros per share;

  • to appropriate the remaining amount of the net income of 941,562,909.46 Euros, to “ Profits retained�?.

The distribution of the profit is subject to taxation in accordance with the rules contained in the “Testo Unico delle Imposte sui Redditi�? (Income Tax Law - D.P.R. 917/1986), and the modifications contained in Law 344/2003, and the shareholder will not benefit from any tax credit. The dividend, depending on the recipients, is either subject to taxation withheld at source or contributes to the calculation of the total taxable income.
You are also asked to approve the proposal to pay said dividend from the 26th May 2005, with coupon surrender date on the 23rd May 2005.

ITEM 3

AUTHORISATION TO BUY BACK SHARES

Shareholders,
Shareholders, the Board intends to create a buy-back programme with the aim of purchasing the shares required to service the staff share incentive plans. To this end the Board wishes to submit a share buy-back, within the limits of the profits retained and/or the available reserves from the last approved Balance Sheet, for your approval, in accordance with Article 2357 of the Civil Code and Article 132 of Law 58 dated the 24th February 1998. This is a technical transaction which gives more operational flexibility than the alternative, which is a capital increase, and is to be carried out on the “Mercato Telematico Azionario�? (Italian Electronic Stock Market) managed by Borsa Italiana S.p.A (the Italian Stock Exchange) within eighteen months of the Shareholders’ Meeting resolution, up to a maximum of 800,000 shares with a nominal value of 1 Euro each, at a price that is not less than the nominal value and not greater than 5% more than the reference price of the day preceding every single purchase and in any case up to a maximum consideration of 4 million Euros.
Shareholders,
you are asked to:

  • authorise the Board of Directors, in accordance with Article 2357 of the Civil Code, to buy up to 800,000 shares in Snam Rete Gas with a nominal value of 1 Euro each on the “ Mercato Telematico Azionario�? (Italian Electronic Stock Market) managed by Borsa Italiana S.p.A (the Italian Stock Exchange) within 18 months of the date of the Shareholders’ Meeting resolution, at prices not less than their nominal value and not greater than 5% more than the reference price of the day preceding every single purchase and in any case up to a maximum consideration of 4 million Euros;

  • authorise the creation of the “Reserve for purchase of own shares�? in accordance with the last paragraph of Article 2357-ter of the Civil Code;

  • award to the Chairman every power to carry out this resolution, also with the help of a proxy.

ITEM 4

AUTHORISATION TO USE SHARES FORM THE BUY BACK TO SERVICE THE MANAGEMENT STOCK GRANT PLAN

Shareholders,
the Board of Directors intends to continue to use the Management Incentive and Loyalty Plan in 2005, which is aimed at strengthening the participation of the management in company risk, the improvement of company performance and in value creation for the Shareholders. In 2005 we will decide on the maximum number of shares to be granted for free in 2008 after the reaching of certain company performance targets regarding a three-year plan, to managers of Snam Rete Gas S.p.A. and its subsidiary companies (in accordance with Article 2359 of the Civil Code), who have the most direct responsibility for the results in both economic and strategic terms (“Assignees�?). In order that the program be carried out, the Board proposes that the Shareholders’ Meeting grant them the ability to freely assign up to a maximum of 140,000 shares from the buy back to the Assignees. The free award will be made in the month following the end of the third year from the date that the promise was made to the Assignees. The Assignees rights and the agreement can not be cancelled. The Board of Directors also proposes that they be given the power to write the related regulations.
Shareholders,
you are asked to:
 

  • authorise the Board of Directors to use up to 140,000 shares from the buy back to be awarded free in 2008 to Managers of Snam Rete Gas S.p.A. and its subsidiary companies (in accordance with Article 2359 of the Civil Code) who have the most responsibility for the results in both economic and strategic terms as regards the performance conditions established by the company and linked to a three-year objective. The Board of Directors will indicate the Managers concerned based on the specific evaluation criteria used by the Company;


  •  
  • award to the Board of Directors the power to write the related regulations.
     

  •  

ITEM 5

AAUTHORISATION TO USE SHARES FROM THE BUY BACK TO SERVICE THE MANAGEMENT STOCK OPTION PLAN

Shareholders,
Gas S.p.A. to managers of Snam Rete Gas S.p.A. and its subsidiary companies (in accordance with Article 2359 of the Civil Code) who have the most direct responsibility for the results in both economic and strategic terms. The share purchase price will be equal to the unit price corresponding to the greater of the arithmetic average of the official prices recorded on the “ Mercato Telematico Azionario�? (Italian Electronic Stock Market) managed by Borsa Italiana S.p.A (the Italian Stock Exchange) in the month preceding the date of the award of the right to purchase the shares, and the average cost of the treasury stock in the portfolio taken on the day preceding the award date. The options will be exercisable three years after the award and for a duration of five years.
In order to carry out this programme, the Board proposes that the Shareholders’ Meeting give them the right to use up to 660,000 shares from the buy back which will be sold at a unit price corresponding to the greater of the arithmetic average of the official prices recorded on the “ Mercato Telematico Azionario�? (Italian Electronic Stock Market) managed by Borsa Italiana S.p.A (the Italian Stock Exchange) in the month preceding the date of the award of the right to purchase the shares, and the average cost of the treasury stock in the portfolio taken on the day preceding the date of that award, to managers of Snam Rete Gas S.p.A. and its subsidiary companies (in accordance with Article 2359 of the Civil Code) who have the most strategic and economic responsibility for the results. The Board of Directors propose that they be given the power to write the related regulations.
Shareholders,
you're inveted to:

  • authorise the Board of Directors to sell up to 660,000 shares from the buy back, at a unit price corresponding to the greater of the arithmetic average of the official prices recorded on the “Mercato Telematico Azionario�? (Italian Electronic Stock Market) managed by Borsa Italiana S.p.A (the Italian Stock Exchange) in the month preceding the date of the award of the right to purchase the shares, and the average cost of the treasury stock in the portfolio taken on the day preceding the date of that award, to managers of Snam Rete Gas S.p.A. and its subsidiary companies (in accordance with Article 2359 of the Civil Code) who have the most strategic and economic responsibility for the results. The Board of Directors will indicate the Managers concerned based on the specific evaluation criteria used by the Company;

  • award to the Board of Directors the power to write the related regulations.

The Chairman of the Board of Directors
Mr. Domenico Dispenza

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05 August 2016 - 15:42 CEST