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1. Shareholders’ Meeting and shareholders’ rights

1.1 General profiles and quorum

Shareholders’ Meetings are privileged corporate meetings between the Company’s management and its shareholders. Ordinary or extraordinary Shareholders’ Meetings are convened depending on the agenda items and matters to be resolved on, with different quorums required. The Bylaws stipulate that both ordinary and extraordinary Shareholders’ Meetings must be held on a single call.

Ordinary Shareholders’ Meeting (single call)

Quorum to convene

Quorum to pass resolutions

Not applicable

Majority of those in attendance in person or by proxy16

Extraordinary Shareholders’ Meeting (single call)

Quorum to convene

Quorum to pass resolutions

At least one-fifth of the share capital

At least three-quarters of the share capital represented at the Shareholders’ Meeting

1.2 Shareholders’ Meeting regulations

Snam established its Shareholders’ Meeting Regulations in 200117.

1.3 Shareholder’s Meetings held in 2016

Two Shareholders’ Meeting were held in 2016: an ordinary meeting on 27 April 2016, and both an ordinary and extraordinary meeting on 1 August 2016.

On 27 April 2016, the Shareholders’ Meeting:

  • resolved to approve the financial statements as at 31 December 2015, to allocate the profit for the year and to distribute dividends;
  • determined the number of, and appointed, the members of the Board of Directors and determined the term of office and remuneration;
  • appointed the Chairperson of the Board of Directors;
  • appointed the members of the Board of Statutory Auditors and the Chairperson of the Board of Statutory Auditors and determined the remuneration of the standing auditors; and
  • approved the remuneration policy pursuant to Article 123-ter of the TUF.

On 1 August 2016, the ordinary and extraordinary Shareholders’ Meetings respectively:

  • approved the plan to reorganise Snam’s equity investment in Italgas and, in particular, the plan for the partial and proportionate demerger of Snam to Italgas; and
  • authorised a treasury share buyback programme pursuant to Article 2357 of the Italian Civil Code.

Six out of the nine directors spoke at the Shareholders’ Meetings. At the Shareholder’s Meeting of 27 April 2016, the Chairperson of the Compensation Committee introduced the Remuneration Report and, specifically, the remuneration policy guidelines followed by the Company, and reported on the work carried out during the year.

The Board of Directors ensured that shareholders had adequate information at the Shareholders’ Meetings, providing reports on the draft resolutions available at the Company’s registered office, at Borsa Italiana and on the Company’s Website, as well as through the other means prescribed by law. These reports were also sent to the members who had requested a copy and distributed at the entrance of the Shareholders’ Meeting’s room along with other useful documentation. The Board of Directors also reported on the work carried out during the year and the work scheduled.

For a more in-depth description of the tasks and functioning of the Company’s Shareholders’ Meeting, as well as validation procedures and the right to speak, please see Annex 2 to this Report.

16 With the exception of specific matters that require a majority of three-quarters of the share capital.

17 Regulations adopted by means of a resolution of the Ordinary Shareholders’ Meeting of 27 July 2001 and subsequently amended on 27 April 2004 and 13 April 2011.

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