2018 Shareholders' Meeting

Genoa, Monday April 23, 2018

Calling of the Ordinary Shareholders' Meeting
Published on March 14, 2018
Calling of the Ordinary Shareholders' Meeting - abstract
Italian version published on March 14, 2018 on Il Sole 24 ore
Board of Directors' Report concerning the matters on the agenda of the ERG S.p.A. Shareholders' Meeting
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 14, 2018 
Information Document on the 2018-2020 Long-Term 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 14, 2018
Annual Report at 31 December 2017
Published on March 30, 2018
Non-financial report at 31 December 2017
Italian version published on March 30, 2018
Proposal presented by Shareholder Polcevera S.r.l.
3.4 – Determination of the remuneration of the members of the Board of Directors for the year 2018

Italian version published on March 30, 2018
Proposal presented by Shareholder Polcevera S.r.l.
3.5 – Determination of the remuneration of the Control and Risk Committee for the year 2018

Italian version published on March 30, 2018
Proposal presented by Shareholder Polcevera S.r.l.
3.6 – Determination of the remuneration of the Nominations and Remunerations Committee for the year 2018

Italian version published on March 30, 2018
List (n.2) presented by certain investors
Published on March 30, 2018
Press Release - Remuneration report
published on March 30, 2018
Remuneration report
pursuant to Article 123-ter of Legislative Decree no. 58 dated 24 February 1998 published on March 30, 2018
Press release - ERG Shareholders' Meeting approves the Financial Statements as at 31 December 2017
appoints the new Board of Directors, confirms Edoardo Garrone as Chairman and resolves to pay a dividend of 1.15 Euro per share, including an extraordinary component of 0.40 Euro  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 23 April 2018
Summary report of votes on the agenda items
Published on 24 April 2018
Avviso di messa in pagamento del dividendo
(Italian version published on MF on 18 May 2018)
Verbale dell'Assemblea Ordinaria di ERG S.p.A. del 23 aprile 2018
(Italian version published on 23 May 2018)

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 2018 (click here to download the proxy form).

    The proxy may be granted to Computershare S.p.A. by 19 April 2018, in first call, and by 20 April 2018, 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 12 April 2018 (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 20 April 2018 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 26 March 2018.

    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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