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Snam AGM Information 2019
4042_egm_2019-09-19_13198960-ec28-418a-86cc-982c24653a8a.pdf
AGM Information
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| Informazione Regolamentata n. 0542-64-2019 |
Data/Ora Ricezione 19 Settembre 2019 17:47:26 |
MTA | |
|---|---|---|---|
| Societa' | : | SNAM SPA | |
| Identificativo Informazione Regolamentata |
: | 122740 | |
| Nome utilizzatore | : | SNAMN07 - Palladino | |
| Tipologia | : | 3.1 | |
| Data/Ora Ricezione | : | 19 Settembre 2019 17:47:26 | |
| Data/Ora Inizio Diffusione presunta |
: | 19 Settembre 2019 17:47:27 | |
| Oggetto | : | Notice of call of Sharehorders Meeting | |
| Testo del comunicato |
We send you the notice of call of shareholders' meeting of 23 October 2019
Snam S.p.A. Registered Offices at Piazza Santa Barbara 7, San Donato Milanese (MI) Share capital 2,735,670,475.56 euros, fully paid-up Tax Code and Milan, Monza Brianza and Lodi Chamber of Commerce Business Register no. 13271390158 VAT Number 13271390158 R.E.A. Milan 1633443
CALL OF SHAREHOLDERS' MEETING
A Shareholders' Meeting of Snam S.p.A. ("Snam" or the "Company") has been called in extraordinary and ordinary session, on single call, for Wednesday, 23 October 2019, at 10:00 a.m. (CET) in San Donato Milanese (MI), Piazza Santa Barbara, 7, to deliberate and resolve upon the following
Agenda
Extraordinary session
- Amendment of articles 13 and 20 and introduction of article 24 of the Company Bylaws. Related and consequent resolutions.
Ordinary session
- Termination by mutual agreement of the appointment as external auditor with PricewaterhouseCoopers S.p.A. and simultaneous appointment of external auditor of the Company's accounts for the period 2020 - 2028 and establishment of the related fees.
Verification of eligibility to participate and vote in the Meeting
Pursuant to Article 83-sexies of Legislative Decree No. 58 of 24 February 1998, ("the C.L.F."), those whose duly empowered (in accordance with applicable regulation) representatives have sent the Company 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 single call (14 October 2019 record date) will be certified as eligible to participate in the Meeting. Those who take possession of shares only after the record date shall not have a right to participate or vote in the Meeting. Eligibility to participate and to vote is still certified if the notification reaches Snam by the end of the third market trading day (18 October 2019) before the date set for the Shareholders' Meeting on single call, as long as it is before the beginning of the business of 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 to the Shareholders' Meeting
Pursuant to Article 127-ter of the C.L.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 21 October 2019; 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.
Governance & Corporate Affairs (October 2019 Shareholders' Meeting Questions) Piazza Santa Barbara, 7 20097 San Donato Milanese (MI) – Italy
or by certified e-mail to [email protected], or by using the appropriate section of the Company's website www.snam.it ("Governance and Conduct" - "Shareholders' Meeting" Section). 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 unitary answer 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 ("Governance and Conduct" - "Shareholders' Meeting" section), or regarding topics which are not subject to resolution by the Shareholders' Meeting.
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 C.L.F., 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 registered mail with return receipt or by certified e-mail to [email protected], together with a report which provides the reasons for proposals for resolution on items proposed for discussion or 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 ("Governance and Conduct" – "Shareholders' Meeting" section).
Proxy voting rights
Pursuant to Article 135-novies of the C.L.F. and Article 10.2 of the Bylaws, those entitled to vote may be represented in the Shareholders' Meeting in accordance
with the law. Notification of proxy delegation must be sent to the Company by mail to the address:
Snam S.p.A. Governance & Corporate Affairs (October 2019 Shareholders' Meeting Proxies) Piazza Santa Barbara, 7 20097 San Donato Milanese (MI) – Italy
or sent by certified e-mail to [email protected]. 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 ("Governance and Conduct"– "Shareholders' Meeting" section).
Shareholder Representative designated by the Company
Pursuant to Article 135-undecies of the C.L.F., the Company has designated Georgeson S.r.l. as the entity ("Designated Representative") to which shareholders may confer proxies free of charge. Voting instructions for all or each of the proposals on matters on the agenda are attached to the proxy form. 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 ("Governance and Conduct"– "Shareholders' Meeting" section), and transmitted by the methods indicated therein, by the end of the second trading day before the date set for the Shareholders' Meeting (21 October 2019). 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 ("Governance and Conduct" – "Shareholders' Meeting section"). As of today, 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, as well as via e-mail to [email protected]
Requesting information and the Company website
For any additional information concerning the Shareholders' Meeting and the relevant procedures, please consult the Company's website www.snam.it ( Governance and Conduct" "Shareholders' Meeting section") or write to the certified e-mail address [email protected]. The following are also in operation:
- Freephone number 800 360 243, valid within Italy;
- Telephone number +39 02 37000890.
Disclosure documentation
The explanatory reports concerning the items on the agenda of the Extraordinary and Ordinary sessions, the corresponding documentation and the proposed Board resolutions will be made available with this notice;
at the Company's registered office, on the Company's website www.snam.it ("Governance and Conduct"– "Shareholders' Meeting" section) as well as at the authorised storage mechanism "eMarket Storage" managed by Spafid Connect S.p.A. ().
Other information
Experts, financial analysts and journalists who intend to attend the Shareholders' Meeting must write to the certified e-mail address [email protected] or send an appropriate request to Governance & Corporate Affairs of Snam by mail by 21 October 2019. 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).
For THE BOARD OF DIRECTORS The Chairman Mr Luca Dal Fabbro