8. Shareholder agreements
The leading direct shareholder of Snam is CDP RETI S.p.A., which is controlled by CDP S.p.A. (59.1%) and State Grid Europe Limited (“SGEL”) (35%), which in turn is wholly owned by State Grid International Development Limited.
CDP S.p.A., SGEL and State Grid International Development Limited are part of a shareholders’ agreement dated 27 November 2014 (the “Shareholders’ Agreement”), recently amended on 7 November 2016 after completion of the Demerger. Specifically, the Shareholders’ Agreement was amended to (i) reflect the new corporate structure of the group to which CDP RETI S.p.A. belongs; (ii) extend the provisions of the Shareholders Agreement to the new investee, Italgas; and (iii) bring the Shareholders Agreement’s contents into line with the provisions of the shareholders’ agreement signed on 20 October 2016 between CDP RETI S.p.A., CDP Gas S.r.l. and Snam, applying to all the shares held in Italgas by CDP RETI S.p.A., CDP Gas S.r.l. and Snam13.
The Shareholders’ Agreement – which will last for three years from the signing date, and will renew automatically for successive three-year periods unless one of the parties withdraws – governs, among other things, certain aspects relating to Snam’s corporate governance. In particular:
- SGEL is entitled to nominate a candidate to be included on the list of candidates for the position of director of Snam as long as it holds at least a 20% equity interest in CDP RETI S.p.A. The list is submitted by CDP RETI S.p.A. to the Shareholders’ Meeting called to appoint members of the Board of Directors.
- SGEL’s candidate must be included on the list submitted by CDP RETI in a position that would guarantee his/her appointment to the position of director of Snam if the CDP RETI S.p.A. list obtains a majority of votes at the Shareholders’ Meeting.
- SGEL has undertaken to ensure that the director it appoints to Snam’s Board of Directors (if and to the extent the director is not independent pursuant to Article 148 of the TUF) abstains, to the maximum extent permitted by law, from receiving information and/or documentation from Snam concerning matters on which there is a conflict of interest for SGEL and/or any affiliated party, in relation to business opportunities in which Snam, on the one hand, and SGEL and/or an affiliated party, on the other, have an interest and may be in competition. Furthermore, the director may not participate in discussions within Snam’s Board of Directors concerning the aforementioned matters.
13 The shareholders’ agreement applying to the equity investments held in Italgas by CDP RETI S.p.A., CDP Gas S.r.l. and Snam came into effect on 7 November 2016 and governs, among other things, the exercise of voting rights attached to the syndicated shares, the creation of an “Advisory Committee” to make decisions on the exercise of voting rights attached to the syndicated shares at Italgas’s shareholders’ meeting, the obligations and methods for the formation and submission, through this Advisory Committee, of a joint list for the appointment of members of Italgas’s board of directors, and certain restrictions on the sale and purchase of Italgas shares.
Specifically with regard to the Advisory Committee, the Italgas shareholders’ agreement stipulates that the Committee shall be composed of five members, including four appointed by CDP RETI S.p.A. (three members, including the Committee chairman, put forward by CDP S.p.A. and one member by SGEL) and one member appointed by Snam. The voting rights associated with the shares syndicated under the shareholders’ agreement will be exercised pursuant to the resolutions adopted by the Advisory Committee: the parties have therefore undertaken to confer on the Committee chairman a general power of attorney to exercise these voting rights at the shareholders’ meetings of Italgas, pursuant to the resolutions adopted by the Advisory Committee.
The shareholders’ agreement – which contains significant provisions pursuant to Article No. 122, paragraphs 1 and 5, letters a) and b), of the TUF – has been published pursuant to the relevant legislation.