22 Shareholders’ equity

Shareholders’ equity of €7,172 million (€5,994 million at 31 December 2013) breaks down as follows:

Below is a breakdown of the shareholders’ equity of Snam at 31 December 2014.

Share capital

The share capital as at 31 December 2014 consisted of 3,500,638,294 shares without nominal value (3,381,638,294 at 31 December 2013), with a total value of €3,696,851,994 (€3,571,187,994 at 31 December 2013). The €126 million increase in the share capital is the result of the transfer from CDP GAS of its equity investment in Trans Austria Gasleitung GmbH (TAG), approved by Snam’s Board of Directors on 12 September 2014. Following the transfer to Snam of the equity investment held in TAG by CDP GAS (equivalent to 84.47% of its share capital and 89.22% of the economic rights), Snam issued 119,000,000⁴⁴ ordinary shares with no nominal value, at an issue price of €4.218 per share, inclusive of share premium.

Legal reserve

The legal reserve stood at €714 million at 31 December 2014 (unchanged from 31 December 2013).

Share premium reserve

The share premium reserve at 31 December 2014 totalled €1,700 million (€1,322 million at 31 December 2013). The increase of €378 million is due mainly to the capital increase associated with the acquisition of the equity investment held in TAG by CDP GAS (€376 million).

Consolidation reserve

The negative consolidation reserve of €1,701 million (unchanged from 31 December 2013) includes the value derived from the difference between the acquisition cost of the Italgas and Stogit equity investments (€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).

Cash flow hedge reserve

The cash flow hedge reserve (−€3 million, compared with −€1 million at 31 December 2013) includes the fair-value measurement of cash flow hedging derivatives relating to a cross currency swap described in Note 11 “Other current and non-current assets”. The changes in the reserve during the course of the year are shown below:

Other reserves

Other reserves of −€1 million (+€5 million at 31 December 2013) mainly refer to: (i) the reserve (−€19 million) created to cover the difference between the issue price of the 119,000,000 shares issued in the transaction for the acquisition of TAG, as resolved upon by Snam’s Board of Directors on 17 December 2014 (€4.218), and the price of the shares at 19 December 2014, the transaction completion date (€4.056); and (ii) the reserves arising from the valuation of equity investments using the equity method (+€15 million).

Retained earnings

Retained earnings totalled €1,592 million (€1,520 million at 31 December 2013). The increase of €72 million was due to the allocation of 2013 profit.

Reserve for remeasurement of defined-benefit plans – IAS 19

The reserve for remeasurement of employee benefit plans at 31 December 2014, amounting to −€20 million (−€9 million at 31 December 2013), includes the actuarial losses, net of the related tax effect, recognised under “Other components of comprehensive income”, pursuant to IAS 19.

Treasury shares

The treasury shares held by the Company, amounting to €5 million (€7 million at 31 December 2013), are broken down in the table below:

At 31 December 2014, treasury shares held totalled 1,127,250, equal to 0.03% of the share capital. Their market value at 31 December 2014 was around €5 million⁴⁵. At this date, all stock options had been exercised. There are therefore no remaining treasury shares committed to these plans.

Dividends

The Ordinary Shareholders’ Meeting of Snam S.p.A. of 15 April 2014 authorised the distribution of an ordinary dividend of €0.15 per share to pay the balance of the interim 2013 dividend of €0.10 per share. The remaining dividend (€507 million) was paid from 22 May 2014, with an ex-dividend date of 19 May 2014 and a record date of 21 May 2014.

At its meeting of 11 March 2015, the Board of Directors proposed to the Shareholders’ Meeting convened for 29 April 2015 the distribution of an ordinary dividend of € 0.25 per share. The dividend will be paid from 20 May 2015, with an ex-dividend date of 18 May 2015 and a record date of 19 May 2015.

Minority interests

Net profit and shareholders’ equity attributable to minority interests relate to the following consolidated entities: