1.2 Convocation, validity and right to speak at a Shareholders’ Meeting
The Shareholders’ Meeting is convened through a notice published on the Company’s website at least 30 days prior to the Meeting date (or within another deadline specified by law for specific matters). In the case of a Shareholders’ Meeting convened to elect members of the administration and control bodies using a list voting mechanism, the deadline for publishing the notice of meeting is 40 days before the date of the Shareholders’ Meeting.
The notice of meeting sets out the applicable regulations and describes the procedure for speaking at a Shareholders’ Meeting. The Shareholders’ Meeting may be attended by those whose communication which declares that such a right is held, has been provided to the Company by an intermediary authorised pursuant to the applicable law, at the end of the working day on the seventh trading day before the date set for the Shareholders’ Meeting convened in a single call (the “record date”). The notification must reach Snam by the end of the third trading day before the date set for the Meeting convened in a single call.
Those with voting rights may be represented by written proxy within the legal limits; notice of this proxy may be given by certified email. The related documents shall be kept by the Company. In order to facilitate shareholders’ participation in the Shareholders’ Meeting, the Company, pursuant to Article 135-undecies of the TUF, shall appoint a representative whom shareholders may nominate as their proxy free of charge, giving them voting instructions on some or all of the proposals relating to the agenda items.
To facilitate shareholder participation, the Bylaws indicate that the Company must provide shareholder associations which satisfy the pertinent regulatory requirements with space to communicate and gather proxies from employee shareholders of the Company and its Subsidiaries. The terms and procedures for gathering proxies are agreed from time to time with the legal representatives of said associations.
Shareholders may ask questions about agenda items both prior to and during the Meeting. The notice of meeting shall indicate the deadline within which any questions submitted prior to the Meeting must reach the Company22. Questions arriving before the Shareholders’ Meeting will be answered during the Meeting, at the latest. The information is provided in observance of the rules for price-sensitive information.
Shareholders who, either individually or jointly, represent at least one fortieth of the share capital, may request, within 10 days of the publication of the notice of meeting (or within another deadline provided for by law for specific matters), additions to the list of matters to be discussed, indicating in their request what their proposed additional items are, or present draft resolutions on items already on the agenda.
22 Pursuant to Article 127-ter of the TUF, this deadline cannot be earlier than three days prior to the date of the first or single call of the Shareholders’ Meeting, or five days prior if the notice of meeting requires the Company to provide a response to the questions received before the Meeting. In this case, the answers shall be provided at least two days before the Shareholders’ Meeting, including through publication in a dedicated section of the Company website. No response is required, either before or during the Meeting, to questions posed in advance if the information requested is already available in question-and-answer format in the section of the Company website indicated in paragraph 1-bis, or if the answer has already been published pursuant to said paragraph.