2015 Shareholders' Meeting

Genova, Friday 24 April 2015


13 Mar 2015
Calling of the Ordinary Shareholders' Meeting

Published on March 13, 2015

13 Mar 2015
Calling of the Ordinary Shareholders'Meeting

(abstract)

Italian Version published on MF on March 13, 2015

13 Mar 2015
Press release - Explanatory report of the Board of Directors

concerning the matters on the agenda of the ERG S.p.A. Ordinary Shareholders' Meeting,proposal for authorisation to purchase and sell treasury shares, proposal for approval of the 2015–2017 Long-term monetary incentive plan and related information document

Published on March 13, 2015 

13 Mar 2015
Report of the Board of Directors

pursuant to article 125-ter of Italian Legislative Decree No. 58 of 24 February 1998 ("Consolidated Finance Act") and articles 73 and 84-bis of the Regulations implementing the Consolidated Finance Act adopted by CONSOB under resolution No. 11971 of 14 May 1999, as amended and supplemented ("Issuers' Regulations")

Published on March 13, 2015

13 Mar 2015
Information Document the 2015-2017 Long-Term Monetary Incentive Plan

prepared in accordance with Article 114-bis of Legislative Decree no. 58 of 24 February 1998 ("CFA") and Article 84-bis of the regulation adopted by CONSOB with resolution no. 11971 of 14 May 1999, as amended and supplemented ("Issuers' Regulations")

Published on March 13, 2015

23 Mar 2015
Avviso ai sensi dell'art. 126-bis del Testo Unico della Finanza e Avviso di deposito della Relazione finanziaria annuale al 31 dicembre 2014

(Italian version published on March 23, 2015 on Il Sole 24 Ore)

23 Mar 2015
Annual Report as at 31 December 2014
Published on March 23, 2015
23 Mar 2015
Auditors' Report on Statutory Financial Statements
Published on March 23, 2015
23 Mar 2015
Auditors' Report on the Consolidated Financial Statements
Published on March 23, 2015
23 Mar 2015
Board of Statutory Auditors Report to the Financial Statements
Published on March 23, 2015
23 Mar 2015
Board of Statutory Auditors Report to the Consolidated Financial Statements
Published on March 23, 2015
23 Mar 2015
2014 Report on Corporate Governance and Ownership
Published on March 23, 2015
23 Mar 2015
Proposta presentata dall'Azionista Polcevera S.A.
in riferimento al punto 3.4 all'ordine del giorno " Determinazione dei compensi spettanti ai componenti il Consiglio di Amministrazione per l'esercizio 2015"

(Italian version published on March 23, 2015)
23 Mar 2015
Proposta presentata dall'Azionista Polcevera S.A.
in riferimento al punto 3.5 all'ordine del Giorno "Determinazione dei compensi spettanti ai componenti il Comitato Controllo e Rischi e il Comitato Nomine e Compensi per l'esercizio 2015 " 

(Italian version published on March 23, 2015)
23 Mar 2015
Press Release - Remuneration Report
Published on March 23, 2015
23 Mar 2015
Remuneration Report
pursuant to Article 123-ter of Legislative Decree no. 58 dated 24 February 1998 Published on March 23, 2015
31 Mar 2015
Press release - Lists of candidates for appointment to the ERG S.p.A. Board of Directors and related proposals
Published on March 31, 2015
31 Mar 2015
Nomina del Consiglio di Amministrazione - Lista (n. 1) presentata dall'Azionista San Quirico S.p.A. e proposte connesse

Published on March 31, 2015

31 Mar 2015
Nomina del Consiglio di Amministrazione - Lista (n. 2) presentata da alcuni Investitori Istituzionali

Published on March 31, 2015

24 Apr 2015
Press Release - ERG Shareholders' Meeting approves the Financial Statements as at 31 December 2014, appoints the new Board of Directors, confirms Edoardo Garrone as Chairman and resolves to pay a dividend of Euro 0.50 per share

ERG's Board of Directors confirms Alessandro Garrone as executive Deputy Chairman, Giovanni Mondini as Deputy Chairman and Luca Bettonte as Chief Executive Officer

Published on 24 April 2015

29 Apr 2015
Summary report of votes on the agenda items
13 May 2015
Avviso di deposito del resoconto intermedio sulla gestione al 31 Marzo 2015,

di deposito del Verbale dell'Assemblea Ordinaria del 24 Aprile 2015 e di messa in pagamento del dividendo

Data di pubblicazione: 13 Maggio 2015
Testata: MF

(Italian Version)

13 May 2015
Verbale dell'Assemblea degli Azionisti del 24 Aprile 2015
Published on May 13th 2015
(Italian Version)

Information for the Shareholders

  • Procedure for participation and voting by proxy

    Any person who is entitled to attend may be represented at the Shareholders' Meeting pursuant to law by means of a written proxy granted to:

    - the proxy-holder appointed by the person entitled to vote, possibly by using the proxy form available here (click here to download the proxy form);

    - Computershare S.p.A., with offices at Via Nizza 262/73, Turin (www.computershare.com) as the Appointed Representative of the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 ("TUF"). For this purpose, the specific proxy form prepared by Computershare S.p.A. shall be used, in agreement with the Company, which will be available on this website as soon as possible and, in any case, no later than 30 March 2017 (click here to download the proxy form).

    The proxy may be granted to Computershare S.p.A. by 18 April 2017, in first call, and by 19 April 2017, in second call, and will be effective only for the resolutions proposed to the Shareholders' Meeting for which the appointing party has given voting instructions by means of said form.

    If, for technical reasons, the proxy forms are not be available in electronic form, they shall be sent to the shareholder by simple request to be made by telephone at  +39 011-0923200.

    For the notification of the proxies, including by e-mail, follow the instructions provided on the forms.

  • The right to submit questions prior to the Shareholders' Meeting

    Pursuant to Article 127-ter of the TUF, the Shareholders may submit questions on the issues on the agenda also prior to the Shareholders' Meeting, by sending a registered letter with advice of receipt addressed to ERG S.p.A., Via De Marini 1, 16149 Genoa or to the certified email address erg@legalmail.it, to the attention of Emanuela Delucchi, Head of Investor Relations.

    The question must be accompanied by the personal data of the requesting Shareholder (first name and surname or company name in the case of an entity or company, place and date of birth and fiscal code).

    Those who have proven the ownership of their shares as at 7 April 2017 (record date) will be entitled to receive a reply. For this purpose, a communication shall be addressed to erg@pecserviziotitoli.it, also after the question is submitted, with effectiveness until the above-mentioned date, issued by the depository intermediary and proving the ownership of the shares by the requesting party. If the Shareholder has requested from its own depository intermediary the notice proving entitlement to attend the Shareholders' Meeting, it will suffice for the request to provide the reference details of any notice issued by the intermediary or, at least, the name of the intermediary itself.

    After having verified the relevance of the questions and the requesting party's right to attend the Shareholders' Meeting, questions received by 17 April 2017 will be answered in the manner indicated by the requesting party (fax or e-mail) or, at the latest, at the Shareholders' Meeting. 

  • The right to make additions to the agenda and submit additional proposed resolutions on items already included in the agenda

    Pursuant to Article 126-bis of the TUF, Shareholders who, also collectively, represent one-fortieth of the share capital may request additions to the issues to be discussed, or submit additional proposed resolutions on items already included in the agenda by 27 March 2017.

    No additions will be accepted for issues on which the Shareholders' Meeting resolves, in accordance with the law, upon proposal of the governing body or on the basis of a plan or of a report prepared by said body, other than those under Article 125-ter of the TUF.

    Requests shall be submitted in writing, by registered letter with advice of receipt addressed to ERG S.p.A., Via De Marini 1, 16149 Genoa or to the certified e-mail address erg@legalmail.it, to the attention of Giovanni Marco Scollo, Head of Corporate Affairs, provided that they are received by the Company within the time limits referred to above and are accompanied by a report on the proposed new issues to be discussed or additional proposed resolutions.

    Certification of the requesting Shareholders' ownership of the shares and of the percentage interest necessary to request the addition to the agenda must be provided in a specific notice produced by the depositary intermediary, effective on the date of the request, sent to erg@pecserviziotitoli.it.

  • Information on the share capital
    The share capital of EUR 15,032,000.00 is divided into 150,320,000 ordinary shares, with a nominal value of Euro 0.10 each, all with voting rights. The Company currently holds 1,503,200 treasury shares.

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