Snam — AGM Information 2016

Apr 27, 2016

Informazione Regolamentata n. 0542-32-2016		Data/Ora Ricezione 27 Aprile 2016 14:51:42	MTA
Societa'	:	SNAM
Identificativo Informazione Regolamentata	:	73146
Nome utilizzatore	:	SNAM01 - Porro
Tipologia	:	IRED 02
Data/Ora Ricezione	:	27 Aprile 2016 14:51:42
Data/Ora Inizio Diffusione presunta	:	27 Aprile 2016 15:06:43
Oggetto	:	2016 Shareholders' Meeting
Testo del comunicato

Vedi allegato.

Snam's Shareholders' Meeting has approved the 2015 Financial Statements, renewed the corporate bodies and appointed Carlo Malacarne as Chairman

• Profits for the year at 825 million euros
• Dividend of 0.25 euros per share
• 5 independent Directors out of 9 on the BoD
• Significant representation of women: 4 women out of 9 on the BoD and 3 out of 5 between standing and alternate auditors

San Donato Milanese, 27 April 2016 - Snam's Ordinary Shareholders' Meeting, held today in San Donato Milanese, approved:

• the Financial Statements as at 31 December 2015, ended with a profit of 824,675,951.88 euros;
• the allocation of the profit of 824,675,951.88 euros to the shareholders as a dividend of 0.25 euros per share in circulation on the coupon payment date, excluding treasury shares in the Company portfolio on that date, using the remaining part of the share premium reserve, until the total amount of the dividend is reached;
• the payment of the dividend of 0.25 euros due on each share from 25 May 2016, with the coupon payment date set for 23 May 2016 and record date of 24 May 2016.

The Shareholders' Meeting also made the following resolutions:

• approved with a non-binding resolution, the 2016 Remuneration Report pursuant to subsection three of article 123-ter of the CLF;
• established the number of Directors at nine and appointed the Board of Directors for three financial years, ending on the date of the Shareholders' Meeting called to approve the financial statements as at 31 December 2018:
• Carlo Malacarne, Chairman (1)
• Marco Alverà, Director (1)

• Sabrina Bruno, Director * (2)

• Monica De Virgiliis, Director* (3)

• Francesco Gori, Director* (2)
• Yunpeng He, Director (3)
• Lucia Morselli, Director* (3)
• Elisabetta Oliveri, Director* (2)
• Alessandro Tonetti, Director (1);
• set the gross annual remuneration payable to each director at 70,000.00 euros, in addition to the reimbursement of expenses incurred in performing the duties of their office;
• appointed the Board of Statutory Auditors for three financial years, ending on the date of the Shareholders' Meeting called to approve the financial statements as at 31 December 2018:
• Leo Amato, Chairman (1)
• Massimo Gatto, Standing Auditor (2)
• Maria Luisa Mosconi, Standing Auditor (4)
• Sonia Ferrero, Alternate Auditor (2)
• Maria Gimigliano, Alternate Auditor (1);
• set the gross annual remuneration payable to the Chairman of the Board of Statutory Auditors and to each Standing Auditor at 80,000.00 euros and 60,000.00 euros respectively, in addition to the reimbursement of expenses incurred in performing the duties of their office.

The majority of the Board of Directors is composed of independent Directors (5 out of 9); the number of women on the corporate bodies, in particular on the Board of Directors (4 out of 9), goes beyond the provisions of current legislation on gender equality.

• (1) Drawn from the slate presented by the shareholder CDP Reti S.p.A., voted on by the minority of shareholders who attended the meeting.
• (2) Drawn from the slate presented by the Institutional Investors, voted on by the majority of shareholders who attended the meeting.
• (3) Directors elected by the Shareholders Meeting by a majority, as supplement to the voting list, proposed by CDP Reti S.p.A.

(4) Standing Auditor elected by the Shareholders Meeting by a majority, as supplement to the voting list, proposed by CDP Reti S.p.A, considering that pursuant to article 20.1 of the Bylaws "The Board of Statutory Auditors consists of three effective auditors".

* Candidate who declared he/she fulfills the independence requirements of article 148, subsection 3, of Legislative Decree 58/98 and the Corporate Governance Code approved by the Corporate Governance Committee.