Snam — AGM Information 2019

Oct 23, 2019

Informazione Regolamentata n. 0542-75-2019		Data/Ora Ricezione 23 Ottobre 2019 13:08:44	MTA
Societa'	:	SNAM SPA
Identificativo Informazione Regolamentata	:	123841
Nome utilizzatore	:	SNAMN04 - Palladino
Tipologia	:	2.2
Data/Ora Ricezione	:	23 Ottobre 2019 13:08:44
Data/Ora Inizio Diffusione presunta	:	23 Ottobre 2019 13:08:46
Oggetto	:	Snam: The Shareholders' Meeting amended the Bylaws and established permanent gender balance in the corporate bodies
Testo del comunicato

Vedi allegato.

Snam: The Shareholders' Meeting amended the Bylaws and established permanent gender balance in the corporate bodies

The Extraordinary Shareholders' Meeting of Snam approved:

• the amendment of the Bylaws in order to maintain the current provisions on gender balance in the Company's management and control bodies even after the expiry of the so-called "Golfo-Mosca Law".

The Ordinary Shareholders' Meeting of Snam approved:

• the consensual termination of the mandate of PricewaterhouseCoopers S.p.A. to act as external auditor of the accounts and the contextual conferral of a new mandate on Deloitte & Touche S.p.A. to act as external auditor of the accounts of the Company for the period 2020-2028.

San Donato Milanese (Milan), 23 October 2019 - The Shareholders' Meeting of Snam met today under the chairmanship of Luca Dal Fabbro, recording an attendance figure of 70.83% of the share capital.

The Extraordinary Shareholders' Meeting approved to:

• amend articles 13 and 20 of the Company Bylaws in relation to the provisions on gender balance in the composition of the Board of Directors and Board of Statutory Auditors, voluntarily implementing within its Bylaws the current gender division criterion of at least one third of the total number of members of the Board of Directors and of the Board of Statutory Auditors (in reference to both Standing Auditors and Alternate Auditors) in keeping with the most recent recommendations of the Corporate Governance Code for listed companies regarding "gender balance" – approved in July 2018 – and national and international best practices;

• also amend article 20 of the Company Bylaws providing for the composition of a Board of Statutory Auditors with three Alternate Auditors instead of two in order to make it easier, in the event of the replacement of the Statutory Auditors during the term of office, to comply with the amendment described above;

• insert in the Company Bylaws a Transitional Clause (article 24) which provides for the application of amendments relating to the number of Alternate Auditors as of the first renewal of the control body subsequent to the one appointed by the Shareholders' Meeting of 2 April 2019.

The Ordinary Shareholders' Meeting approved to terminate by mutual consent, after consulting the Board of Statutory Auditors, the appointment as external auditor conferred on the independent auditing firm PricewaterhouseCoopers S.p.A. and to confer by mutual consent, upon the proposal of the Board of Statutory Auditors, the appointment as external auditor of Snam, for the period relating to the financial years ending on 31 December from 2020 to 2028, on the independent auditing firm Deloitte & Touche S.p.A.