Annex 2 – Shareholders’ Meeting: role and functioning
1. Role and functions of the Shareholders’ Meeting
Pursuant to the law and the Bylaws, the Ordinary Shareholders’ Meeting:
- approves the financial statements;
- appoints and dismisses the directors; appoints the statutory auditors and the Chairperson of the Board of Statutory Auditors, as well as the External Auditors, based on a reasoned proposal from the Board of Statutory Auditors;
- determines the remuneration of the directors and statutory auditors;
- resolves on the responsibility of the directors and statutory auditors;
- resolves on the other issues allocated by law to the Shareholders’ Meeting;
- approves the regulations governing Shareholders’ Meeting duties; and
- authorises resolutions concerning the sale, transfer, leasing, usufruct and any other act of disposal, including in the context of joint ventures, subjection to business restrictions or strategically relevant business units, involving gas transportation or dispatching activities, notwithstanding the directors’ responsibility for the acts carried out by the same, pursuant to Article 2364, paragraph 1.5 of the Italian Civil Code. Resolutions in such matters are adopted by a vote in favour by shareholders representing at least three-quarters of the capital present at the Shareholders’ Meeting.
Pursuant to the law, the Extraordinary Shareholders’ Meeting resolves upon:
- amendments to the Bylaws; and
- extraordinary transactions other than those matters that, pursuant to the Bylaws, are the preserve of the Board of Directors.
Article 12 of the Bylaws stipulates that the Board of Directors is competent to resolve on specific matters.
2. Convocation, validity and right to speak at Shareholders’ Meetings
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 shareholders for which a notification certifying their entitlement has been provided to the Company by an authorised intermediary 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. 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 Company67. 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 that, either individually or jointly, represent at least one-fortieth of the share capital, may request, within ten 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 items to be discussed, indicating in their request the proposed additional items, or submit draft resolutions on items already on the agenda.
67 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’s 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’s Website indicated in paragraph 1-bis, or if the answer has already been published pursuant to said paragraph.