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Minutes and Documents

SNAM RETE GAS S.P.A.
ORDINARY SHAREHOLDERS’ MEETING OF 18 AND 21 APRIL 2008 IN FIRST AND SECOND CALL
Report on the proposals of the Board of Directors on the items in the Shareholders’ Meeting Agenda
Item 1
Financial Statements as at 31 December 2007, Consolidated Financial Statements as at 31 December 2007; Directors' Report, Reports of the Board of Statutory Auditors and of the Independent Auditors

 


Shareholders,
the Snam Rete Gas S.p.A. financial statements for 2007, which closed with net profits of 595,763,492.63 euro, and the consolidated financial statements with net profits of 594 million euro, are illustrated in the “2007 Financial Statements�? documentation filed with the company's registered office and with Borsa Italiana S.p.A.. Reference is therefore made to said documentation in this report.


Shareholders,
Shareholders, you are invited to approve the Snam Rete Gas S.p.A. financial statements as at 31 December 2007, which closed with net profits of 595,763,492.63 euro


Item 2
Allocation of net income and payment of dividend

Shareholders,
the Board of Directors proposes that profits of 454,895,560.63 euro, the amount remaining after distribution of the advance payment on the FY 2007 dividend of 0.08 euro per share as resolved by the Board of Directors on 18 September 2007, be allocated as follows:
• to shareholders – a 0.13 euro per share dividend on shares outstanding as at the coupon date, excluding treasury stock held as at the same date, in settlement of the advance payment on the FY 2007 dividend of 0.08 euro. The dividend per share for 2007 will therefore amount to 0.21 euro;
• to the “Legal Reserve�? – the amount necessary to top up the reserve to one-fifth of capital subscribed as at the date of the Shareholders’ Meeting;
• carry forward of the amount remaining after the proposed allocations.

Shareholders,
You are invited to allocate profits of 454,895,560.63 euro, the amount remaining after distribution of the advance payment on the FY 2007 dividend of 0.08 euro per share as resolved by the Board of Directors on 18 September 2007, as follows: • to shareholders – a 0.13 euro per share dividend on shares outstanding as at the coupon date, excluding treasury stock held as at the same date, in settlement of the advance payment on the FY 2007 dividend of 0.08 euro. The dividend per share for 2007 will therefore amount to 0.21 euro;
• to the “Legal Reserve�? – the amount necessary to top up the reserve to one-fifth of capital subscribed as at the date of the Shareholders’ Meeting;
• carry forward of the amount remaining after the proposed allocations.
You are also invited to approve the proposal to pay the dividend as from 22 May 2008, with the coupon date established as 19 May 2008.
 

 

Item 3
D&O liability insurance cover for Board Directors and Statutory Auditors

Shareholders,
recourse to Directors' and Officers' Liability Insurance (D&O) is common practice in the United States, widespread in Europe and now on the increase in Italy, where it is adopted by most companies listed on the S&P/MIB index. The market availability and general recourse to such policies has also led to the introduction of standard contractual terms of reference.
The increased instances of Directors’ and Statutory Auditors’ exposure to direct asset liability, determined by constant developments in the legal and regulatory reference framework, suggests the introduction of a D&O policy as an instrument to protect Directors in their decision-making processes and with regard to the liabilities assumed as a result, except in cases of wilful violation of obligations related to their duties and roles.
In this respect, the Board proposes approval of the stipulation of a D&O insurance policy with standard terms and conditions in line with insurance market practices. Specifically, the Board proposes extension of the D&O insurance policy to the Directors and Statutory Auditors of Snam Rete Gas S.p.A. at the time of their introduction to company management.

Shareholders,
you are invited to:
- authorise insurance cover against professional risk of the Directors and Statutory Auditors of Snam Rete Gas S.p.A.;
- confer mandate upon the Chief Executive Officer, or other person delegated by the CEO, to stipulate the related insurance policy in accordance with the standard terms and conditions of current insurance market practices.
 

The Chairman of the Board of Directors
Mr. Alberto Meomartini

     
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05 August 2016 - 15:42 CEST