29 Shareholders’ equity

The share capital as at 31 December 2013 consisted of 3,381,638,294 shares without nominal value (unchanged from 31 December 2012), with a total value of €3,571,187,994 (unchanged from 31 December 2012).

The legal reserve stood at €714 million at 31 December 2013 (unchanged from 31 December 2012).

The share premium reserve at 31 December 2013 totalled €1,322 million (€1,772 million at 31 December 2012). The decrease of €450 million mainly reflects the payment of the balance of the dividend on 2012 profit by the issuer, Snam S.p.A. (€455 million).

The negative consolidation reserve of €1,701 million (unchanged from 31 December 2012) includes the value derived from the difference between the acquisition cost of the Italgas and Stogit shareholdings (€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).

The cash flow hedge reserve (-€1 million) includes the fair-value measurement of cash flow hedging derivatives relating to a cross currency swap used by the Company to convert a long-term bond from Japanese yen into euros.

Other reserves of €5 million (€12 million at 31 December 2012) mainly refer to: (i) the reserve created for the cost of 1,672,850 treasury shares in the portfolio (€7 million); and (ii) the reserve relating to foreign-exchange differences at the end of the period on equity-accounted investments and denominated in currencies other than the euro (-€5 million).

Retained earnings totalled €1,520 million (€1,131 million at 31 December 2012). The increase of €389 million was due to the allocation of 2012 profit.

The reserve (-€9 million) was established pursuant to IAS 19 “Employee Benefits”, effective from 1 January 2013, and records the unrecognised actuarial gains and losses recognised net of tax effect in items of other comprehensive income.

The treasury shares in the portfolio are analysed below:

At 31 December 2013, treasury shares held totalled 1,672,850, equal to 0.05% of the share capital.

At 31 December 2013, there were commitments to grant 545,600 treasury shares for stock option plans. At that date the market value of the shares totalled approximately €7 million²⁷.

The interim dividend of €338 million reflects the interim dividend for 2013 of €0.10 per share resolved by the Board of Directors in its meeting of 30 July 2013 in accordance with Article 2433-bis, paragraph 5 of the Italian Civil Code. The interim dividend was made available for payment from 24 October 2013 with an ex-dividend date of 21 October 2013.

The Ordinary Shareholders’ Meeting of Snam S.p.A. of 26 March 2013 authorised the distribution of an ordinary dividend of €0.15 per share to pay the balance of the 2012 interim dividend of €0.10 per share. The remaining dividend (€507 million) was paid from 23 May 2013, with an ex-dividend date of 20 May 2013.

In its meeting of 27 February 2014, the Board of Directors proposed to the Shareholders’ Meeting convened for 15 April 2014 the distribution of an ordinary dividend of €0.25 per share. The balancing dividend of €0.15 per share, following the 2013 interim dividend of €0.10 per share, will be paid from 22 May 2014, with an ex-dividend date of 19 May 2014 and a record date of 21 May 2014.