The Snam Extraordinary Shareholders’ Meeting of 26 March 2013 approved, most recently, a number of amendments to the Bylaws in order to adapt them to regulatory changes and simplify shareholders’ meeting procedures. The key aspects of these amendments are summarised below.
Amendment to Article 9
The Shareholders’ Meeting resolved to eliminate the part of the article that quoted the content of Article 126-bis of the TUF (“Additions to the Shareholders’ Meeting Agenda”) using the text in existence prior to the amendments and additions made by Article 3 of Legislative Decree No. 91 of 18 June 2012 (the so-called corrective decree on “Shareholders’ Rights”). The new text refers to the regulations currently in force. The Shareholders’ Meeting’s choice to delete the reference to this text is intended to prevent further amendments to the Bylaws in the event of subsequent legislative changes on this matter. In any case, the Bylaws enshrine the shareholders’ right, pursuant to Article 126-bis of the TUF, to present proposals to add to the agenda. The procedures for exercising this right are set out in the relevant notice of meeting.
In order to simplify meeting procedures, the Shareholders’ Meeting resolved to introduce into Article 9 a provision for a single convocation of meetings, in accordance with the new text of Article 2369, paragraph 1 of the Italian Civil Code (as amended by Article 1, paragraph 2 of Legislative Decree No. 91 of 18 June 2012). Article 12 of the Bylaws was likewise amended to provide for a single convocation of meetings.
Amendments to Articles 13, 16 and 20
In order to amend these articles to comply with the provisions of the Prime Ministerial Decree of 25 May 2012 on the ownership unbundling of Snam from Eni, the Shareholders’ Meeting resolved to expressly forbid directors (Article 13), senior managers and the Executive Responsible for preparing corporate accounting documents (Article 16) and statutory auditors (Article 20) from sitting on the administrative or supervisory bodies and from holding managerial office in Eni or its subsidiaries, or from dealing with such companies directly or indirectly on a professional or financial basis.