Call of Shareholders’ Meeting
Registered office in San Donato Milanese (MI) - Piazza Santa Barbara 7
Share capital EUR 3,571,187,994.00, fully paid in
Tax Code and Milan Company Register No. 13271390158
VAT No. 13271390158
R.E.A. (Economic-Admin. Roll) No. 1633443
A Shareholders’ Meeting of Snam S.p.A. (“Snam�? or the “Company�?) has been called in
extraordinary session for 25, 26 and 27 March 2013, on first, second and third call, respectively,
at 10:00 a.m. (CET) in San Donato Milanese (MI), Piazza Santa Barbara, 7, and in ordinary session
for 25 and 26 March 2013, on first and second call, respectively, at the same time and place, to
deliberate and resolve upon the following
Agenda
Extraordinary part
1. Amendments of Articles 2, 5, 6 and 17 of the Bylaws.
2. Amendments of Articles 9 and 12 of the Bylaws.
3. Amendments of Articles 13, 16, and 20 of the
Bylaws.
Ordinary part
1. Separate financial statements of Snam S.p.A. as at 31 December
2012. Consolidated financial statements as at 31 December 2012. Reports from the Directors, the
Board of Statutory Auditors and the External Auditors. Related resolutions.
2. Allocation of the period profits and dividend distribution.
3. Compensation policy pursuant to Article 123-
ter of Legislative Decree No. 58 of 24 February 1998.
4. Determination of the number of members of the Board of
Directors.
5. Determination of the term of office of the Directors.
6. Appointment of the Directors.
7. Appointment of the Chairman of the Board of Directors.
8. Determination of the remuneration of the Directors.
9. Appointment of the Statutory Auditors.
10. Appointment of the Chairman of the Board of Statutory Auditors.
11. Determination of the remuneration of the Chairman of the Board of Statutory Auditors
and of the effective auditors.
Verification of eligibility to participate and to vote in the Meeting
Pursuant to Article 83-
sexies of Legislative Decree No. 58 of 24 February 1998, (the “T.U.F.�?), those whose duly
empowered (in accordance with applicable regulation) representatives have sent notification
attesting to their possession of the right to participate in the Meeting by the close of business
on the seventh market trading day before the date set for the Shareholders’ Meeting on first call
(14 March 2013 - record date) will be certified as eligible to participate in the Meeting. The
notification must reach Snam by the end of the third market trading day (20 March 2013) before the
date set for the first call of the Meeting. Eligibility to participate and to vote is still
certified if the notification reaches Snam after the aforesaid deadlines, as long as it is before
the beginning of the business of the Meeting. Those who take possession of shares only after the
record date shall not have a right to participate or to vote in the Meeting. You are reminded that
the notification to Snam must be made by the intermediary at the request of the party entitled to
the right.Any requests for prior notification or compensation for performance required of the
intermediary may not be attributed to the Company.
Right to submit questions before the Shareholders’ Meeting.
Pursuant to Article 127-
ter of the T.U.F., those who have the right to vote may submit questions about subjects on
the agenda even before the Shareholders’ Meeting, having them reach the Company by 22 March 2013.
The Company cannot guarantee a response to questions that arrive after that date. Questions may be
sent by mail to the following address:
Snam S.p.A.
Direzione Affari Legali, Societari e Compliance (March 2013 Shareholders’ Meeting questions)
Piazza Santa Barbara, 7
20097 San Donato Milanese (MI) – Italy
or by fax to the Direzione Affari Legali, Societari e
Compliance of Snam, + 39 02 37037631 or by e-mail to
segreteriasocietaria@snam.it, or by using the
appropriate section of the Company’s website
www.snam.it, “Shareholders’ Meeting�?. The parties involved must provide
information and documentation demonstrating ownership of the rights, in accordance with the
procedures indicated on the website. Responses to the questions received by the deadline indicated
are to be provided during the Shareholders’ Meeting, at latest. The Company will provide a single
response to questions having the same content. No answer is due when the information requested is
already available in the FAQ section of the Company website
www.snam.it, “Shareholders’ Meeting�? section.
Additions to the agenda for the Shareholders’ Meeting and proposals for resolution on the items
on the agenda
Pursuant to Article 126-
bis of the T.U.F., such shareholders as, even jointly, represent at least one fortieth of
the share capital (2.5%) may request, within ten days of publication of this notice, to add to the
list of items to be deliberated, indicating in that request the further matters proposed, or may
present proposals for resolution on items already on the agenda. Questions must be submitted in
writing to the registered office by recorded delivery or by certified e-mail to
snam.assemblea@pec.snam.it accompanied by a
description of the items requested for resolution or of the reasons for further proposals for
resolution presented on items already on the agenda. In any event, all parties entitled to
vote may individually present proposals for resolution in the Shareholders’ Meeting. Further
information is available in the appropriate section of the Company’s website
www.snam.it, “ Shareholders’ Meeting�?.
Voting by proxy
Pursuant to Article 135-
novies of the T.U.F. and Article 10.2 of the Bylaws, those entitled to vote may be
represented in the Shareholders’ Meeting as provided for by law. Notification of proxy delegation
must be sent to the Company by mail to the address:
Snam S.p.A.
Direzione Affari Legali, Societari e Compliance (March 2013 Shareholders’ Meeting proxies)
Piazza Santa Barbara, 7
20097 San Donato Milanese (MI) – Italy
or by certified e-mail to
snam.assemblea@pec.snam.it, or by e-mail to
segreteriasocietaria@snam.it or by fax to the
Direzione Affari Legali, Societari e
Compliance of Snam, + 39 02 37037631. Proxies and related voting instructions are always
revocable. A proxy form is available in the appropriate section of the Company’s website
www.snam.it, “Shareholders’ Meeting�?.
Shareholder Representative designated by the Company
Pursuant to Article 135-
undecies of the T.U.F., the Company has designated Georgeson S.r.l. as the entity (“
Designated Representative�?) to which shareholders may confer proxies free of charge. The proxy is
to attach voting instructions for all or each of the proposals on matters on the agenda. The proxy
must be conferred by signing the specific proxy form made available in the appropriate section of
the Company’s website
www.snam.it, “Shareholders’ Meeting�?, and transmitted, by the methods indicated
therein, by the end of the second trading day before the date set for the Shareholders’ Meeting,
including in the case of a call subsequent to first call. Proxies and related voting instructions
are revocable within the aforementioned period. Proxies have no effect on proposals for which no
voting instructions have been provided. Further information is available in the appropriate section
of the Company’s website
www.snam.it, “Shareholders’ Meeting�?. As of 13 February 2013, the Designated
Representative will be available to Shareholders to provide necessary information and
clarifications via the freephone number 800-189038 for those calling from Italy and +39 06 42171800
for those calling from abroad, in addition to via the e-mail address
rappresentantesnam@georgeson.com.
Appointment of the Directors and of the Statutory Auditors
Pursuant to Articles 13 and 20 of the Bylaws, the Directors and the Statutory Auditors are
appointed by list voting. The lists of candidates may be presented by Shareholders who, alone or
jointly with other Shareholders, hold at least 1% of the shares with voting entitlement in an
Ordinary Shareholders’ Meeting, in accordance with Consob Resolution no. 18452 of 30 January
2013. The lists are to be filed with the Company’s registered office by mail or are to be
delivered to the following address:
Snam S.p.A.
Direzione Affari Legali, Societari e Compliance (March 2013 Shareholders’ Meeting Lists
for appointment of the Board of Directors and of the Board of Statutory Auditors,)
Piazza Santa Barbara, 7
20097 San Donato Milanese (MI) – Italy
or by fax to the Direzione Affari Legali, Societari e
Compliance of Snam, + 39 02 37037631 or by e-mail to
segreteriasocietaria@snam.it at least twenty-five
days before the date set for the Shareholders’ Meeting on first call, that is, by 28 February 2013,
together with the further documentation required by current legislation and regulations, and will
be available to the public at the registered office, Borsa Italiana S.p.A. (www.borsaitaliana.it) and on the Company’s website
www.snam.it, “Shareholders’ Meeting�? section, by 4 March 2013. Each Shareholder
may present or participate in the presentation of just one list and may vote for just one list.
Each candidate may only appear once. Non-compliance leads to ineligibility.
The lists must be accompanied by information on the identities of the shareholders presenting
the lists, indicating the overall equity percentage held.
The ownership of the minimum percentage shareholding necessary for the submission of lists is
determined in consideration of the number of shares registered in the shareholder’s favour on the
date on which the lists are filed at the Company. The related certification may be provided even
after the filing, provided that it is completed by 6:00 p.m. (CET) on 4 March 2013.
Minority shareholder lists for the appointment of the Board of Directors and for the
appointment of the Board of Statutory Auditors must be accompanied by a statement certifying the
absence of the links provided for in Article 144-
quinquies of the Issuer Regulation adopted by Consob with Resolution n. 11971/99 (“Issuer
Regulation�?). Article 144-
sexies, paragraph 4, letter b) of the Issuer Regulation applies to minority shareholder’s
lists for the appointment of the Board of Statutory Auditors. For the purposes of preparing
minority shareholder’s lists relating to the appointment of the Board of Directors and of the
Statutory Auditors, Shareholders are asked to consider the recommendations made by Consob on links
between minority and majority shareholder’s lists contained in Message No. DEM/9017893 of 26
February 2009.
Candidate lists must be accompanied by statements as to fulfilment of the requirements of
independence provided for by Articles 147-ter and 148, paragraph 3, of the T.U.F. Shareholders are
asked to consider, both with respect to candidates for posts of Director as well as of Statutory
Auditor, the requirements of independence provided for by the Borsa Italiana S.p.A. Corporate
Governance Code. Candidates for the post of Director must fulfil the integrity requirements
provided for in the rules in force. Candidates for the post of Statutory Auditor must fulfil the
professionalism and integrity requirements provided for in Decree No. 162 of 30 March 2000 of the
Ministry of Justice, as well as those indicated in Article 20 of the Bylaws.
In conjunction with each list, the statements with which the individual candidates accept
their candidacy and certify the absence of grounds of ineligibility and conflict of interest, also
with reference to the provisions of Article 2, paragraph 2, letter c) of the Prime Ministerial
Decree of 25 May 2012, issued in implementation of Legislative Decree No. 1 of 24 January 2012,
converted, with amendments, into Law No. 27 of 24 March 2012 must be filed, within the
aforementioned deadlines, as well as the fulfilment of the requirements mandated by the rules in
force and by the Bylaws for the assumption of the post, together with a professional CV containing
exhaustive information as to personal and professional characteristics. Considering that, under
Article 2400, last paragraph, of the Italian Civil Code, at the time of the appointment and prior
to acceptance of office, the Shareholders’ Meeting must be informed as to posts on the boards of
directors and of statutory auditors held by the Statutory Auditors at other companies. Candidates
for such posts are asked to include the pertinent lists in their CVs, with the recommendation that
they make sure that these are updated to the day when the Shareholders’ Meeting is actually
held.
Articles 13 and 20 of the Bylaws provide that replacement of the Board of Directors and of the
Board of Statutory Auditors must take place in adherence to the equality of gender representation
provision referred to in Law No. 120 of 12 July 2011. As this involves the first application of
that provision, pursuant to the aforementioned law a proportion of at least one fifth of the
directors and of the statutory auditors elected shall be reserved for the least represented gender.
Therefore, it is requested, (i) pursuant to Article 13 of the Bylaws, that Shareholders who intend to present a list for
the replacement of the Board of Directors containing three or more candidates include therein such
number of candidates belonging to the least represented gender as is equal to at least one fifth of
the candidates (rounding up, if necessary, to the next highest unit); (ii) pursuant to Article 20 of the Bylaws, Shareholders who intend to present a list for the
replacement of the Board of Statutory Auditors containing three or more candidates include, in the
section for effective auditors, such number of candidates belonging to the least represented gender
as is equal to at least one fifth of the candidates (rounding up, if necessary, to the next highest
unit) as well as, if the section for alternate auditors indicates two candidates, one of each
gender.
Shareholders who intend to present a list may contact the Direzione Affari Legali, Societari e
Compliance in advance to obtain the necessary operational details.
With regard to anything not expressly indicated in this notice of meeting, please refer to the
Reports of the Board of Directors on the items on the agenda for the Shareholders’ Meeting
available in the appropriate section of the website
www.snam.it, “Shareholders’ Meeting�?.
Requesting information and the Company website
For any additional information concerning the Shareholders’ Meeting and, in particular,
procedures for exercising rights, please consult Company’s website,
www.snam.it, “Shareholders’ Meeting�? section, or write to the e-mail address
segreteriasocietaria@snam.it. The following are
also in operation:
· Freephone number 800 360 243, valid within Italy;
· Telephone number +39 02 37000890;
· Fax number +39 02 37037631.
Disclosure documentation
At the Company’s registered office and at Borsa Italiana S.p.A. (www.borsaitaliana.it) as well as at the Company’s
website,
www.snam.it, “Shareholders’ Meeting�? section, the following will be available to
the public:
· As of today, the reports referred to in
items 4,5, 6, 7, 8, 9, 10 and 11 of the Ordinary Part and related proposals of the Board of
Directors;
· By 4 March 2013, the reports and the
proposals on the remaining items on the agenda for the Ordinary Part and the reports and the
proposals on the agenda referred of Extraordinary Part, as well as the 2012 financial statements
documentation.
Other information
Experts, financial analysts and journalists who intend to attend the Shareholders’ Meeting
must write to the e-mail address
segreteriasocietaria@snam.it or send an
appropriate request to Direzione Affari Legali, Societari e Compliance of Snam by mail or by fax to
+39 02 37037631, by 22 March 2013.
Parties eligible to participate in the Shareholders’ Meeting are invited to report before the
scheduled start of the Shareholders’ Meeting, in order to facilitate admission operations.
Registration operations will be carried out at the venue of the Shareholders’ Meeting, beginning at
9:00 a.m. (CET). It is likely that the Shareholders’ Meeting both in Extraordinary and
Ordinary session will be held on 26 March 2013.
for the BOARD OF DIRECTORS
The Chairman
Dr. Lorenzo Bini Smaghi
Page Alert
updated
05 August 2016 - 15:42 CEST
05 August 2016 - 15:42 CEST