27 Shareholders’ equity

Shareholders’ equity of €5,930 million at 31 December 2012 breaks down as follows:

Share capital

At 31 December 2012, the share capital comprised 3,381,638,294 shares (3,571,187,994 at 31 December 2011), for a total value of €3,571,187,994 (the same as at 31 December 2011). The Extraordinary Shareholders’ Meeting of Snam S.p.A., held on 30 July 2012, resolved to cancel 189,549,700 treasury shares, subject to elimination of the par value of these shares.

Legal reserve

The legal reserve was €714 million at 31 December 2012 (€463 million at 31 December 2011). The increase of €251 million is mainly due to: (i) the reclassification from the share premium reserve of the amount required to meet the limit stipulated in Article 2430 of the Italian Civil Code (€216 million), resolved upon by the Shareholders’ Meeting of 26 April 2012; and (ii) the allocation of 5% of the profit for 2011 of parent company Snam S.p.A., pursuant to Article 2430 of the Italian Civil Code (€35 million).

Share premium reserve

The share premium reserve at 31 December 2012 totalled €1,772 million (€1,988 million at 31 December 2011). The decrease of €216 million is due to the reclassification to the legal reserve (€216 million).

Consolidation reserve

The negative consolidation reserve (€1,701 million, the same as at 31 December 2011) includes the value derived from the difference between the acquisition cost of the Italgas and Stogit equity interests (€4,628 million, including the additional transaction expenses and price adjustment following the agreements reached at transaction closing) and the relative shareholders’ equity attributable to the Group on the transaction completion date (€2,004 million and €923 million, respectively, for Italgas and Stogit).

Other reserves

Other reserves of €12 million (€783 million at 31 December 2011) relate to the reserve created against the cost of 2,906,550 treasury shares in the portfolio. The decrease of €771 million is entirely due to the cancellation of 189,549,700 treasury shares, approved by the Extraordinary Shareholders’ Meeting of 30 July 2012.

Retained earnings

Retained earnings totalled €1,132 million (€1,188 million at 31 December 2011), down by €56 million, due essentially to the 2011 earnings allocation.

Treasury shares

The treasury shares held at 31 December 2012 are broken down in the table below:

At 31 December 2012, the total number of treasury shares was 2,906,550, equal to 0.09% of the share capital.

At 31 December 2012, 2,521,350 shares were pledged for allocation under stock option plans. At the same date, the market value of the shares totalled approximately €10 million²⁶.

Interim dividends

Interim dividends of €338 million refer to the interim dividend for 2012 of €0.10 per share, as resolved upon by the Board of Directors at its meeting of 30 July 2012, pursuant to Article 2433-bis, paragraph 5, of the Italian Civil Code. The interim dividend was paid from 25 October 2012, with an ex-dividend date of 22 October 2012.

Dividends

The Ordinary Shareholders’ Meeting of Snam S.p.A. held on 26 April 2012 authorised the distribution of an ordinary dividend of €0.14 per share, as the balance of the 2011 interim dividend of €0.10 per share. The remaining dividend (€473 million) was paid from 24 May 2012, with an ex-dividend date of 21 May 2012.

At its meeting of 27 February 2013, the Board of Directors proposed to the Shareholders’ Meeting convened for 25 and 26 March 2013 at first and second call, respectively, to distribute an ordinary dividend of €0,25 per share. The dividend of €0,15 per share, which is the balance of the 2012 interim dividend of €0.10 per share, will be payable from 23 May 2013, with an ex-dividend date of 20 May 2013.