2020 Shareholders' Meeting

Genoa, 21 April 2020


20 May 2020
Articles of Association
20 May 2020
Press release - Articles of Association
15 May 2020
Minutes of Shareholders' Meeting
(Courtesy Translation)
15 May 2020
Avviso di messa a disposizione del verbale dell'Assemblea del 21/04/20
Italian version published on May 15, 2020 on "Italia Oggi"
24 Apr 2020
Summary Report of votes on the agenda items
21 Apr 2020
Press release - ERG Shareholders' Meeting approves the Financial Statements as at 31 December 2019 and resolves to pay a dividend of 0.75 euro per share.
Amendment approved to the Articles of Association to introduce the mechanism for increasing voting rights.

The Chief Executive Officer describes the measures and initiatives connected with the COVID-19 Emergency.


30 Mar 2020
Report on the policy regarding remuneration and fees paid
Pubished on 30 March 2020
30 Mar 2020
Press release - Report on the policy regarding remuneration and fees paid
Publlished on 30 March 2020
30 Mar 2020
Consolidated Non-Financial Statement drawn up pursuant to Italian Leg. Decree 254/2016
Italian version published on 30 March 2020
30 Mar 2020
Annual Report at 31 December 2019
Published on 30 March 2020
30 Mar 2020
Report on Corporate Governance and ownership at 31 December 2019
Published on 30 March 2020
30 Mar 2020
Proposal presented by Shareholder Polcevera S.r.l.
Ordinary Part
3 – Determination of the remuneration payable to the membersof the Board of Directors for financial year 2020

Published on 30 March 2020
30 Mar 2020
Proposal presented by Shareholder Polcevera S.r.l.
Ordinary Part
4 – Determination of the remuneration payable to the members of Control and Risk Committee for financial year 2020

Published on 30 March 2020
30 Mar 2020
Proposal presented by Shareholder Polcevera S.r.l.
Ordinary Part
5 – Determination of the remuneration payable to the members of Nominations and Remuneration Committee for financial year 2020

Published on 30 March 2020
30 Mar 2020
Presentation of Financial Statements and Consolidated Non-Financial Statement at 31 December 2019 and proposals presented by Shareholder Polcevera S.r.l.
Italian version published on Il Sole 24 Ore on 30 March 2020


21 Mar 2020
Ordinary and extraordinary Shareholders' meeting - integration to the notice of call
Italian version published on March 22, 2020 on Il Sole 24 Ore
17 Mar 2020
Press release - Proposal, pursuant under Article 2367 of the Italian Civil Code by shareholder San Quirico S.p.A., to amend Article 10 of the Articles of Association and Explanatory report of the Board of Directors concerning the matters on the agenda of the ERG S.p.A. Shareholders' Meeting
Published on April 17th, 2020
17 Mar 2020
Board of Directors' Report
pursuant to Article 125-ter, comma 1,  of Legislative Decree 58 of 24 February 1998 and Article 73 of the "Issuers' Regulations"

Published on 17 March 2020
17 Mar 2020
Proposal submitted by shareholder San Quirico S.p.A., to amend Article 10 of the Articles of Association and Explanatory Report
pursuant to Article 2367 of the Italian Civil Code and pursuant article 125-ter, comma 3, of  Italian Legislative Decree 58 of 24 February 1998

Published on March 17, 2020
17 Mar 2020
Calling of the Ordinary and Extraordinary Shareholders' Meeting on 21 April 2020
Published on April 17th, 2020

See the integration to the notice of call published on March 22, 2020
17 Mar 2020
Calling of the Ordinary and Extraordinary Shareholders' Meeting on 21April 2020 - abstract
Italian version published on March 17, 2020 on Il Sole 24 Ore

See the integration to the notice of call published on March 22, 2020

Information for the Shareholders

  • Procedure for participation and voting by proxy

    The Shareholders' Meeting may be attended exclusively through Computershare S.p.A., with offices in Turin, via Nizza 262/73 (www.computershare.com), as the representative designated by the Company pursuant to Article 135-undecies of the Italian Consolidated Finance Act (also "CFA").

    The persons with voting rights who intend to participate in the Shareholders' Meeting must be represented by Computershare S.p.A. alternatively:

    ·        pursuant to Article 135-novies of the Consolidated Finance Act, by means of a written proxy and/or sub-delegation with voting instructions on all or some of the proposals on the agenda drawn up in accordance with current regulations, with the right to use the proxy and/or sub-delegation form prepared by Computershare S.p.A., in agreement with the Company, which will be available on this website as soon as possible and, in any case, no later than 27 March 2020 (click here to download the proxy form).

    For the notification of proxies and/or sub-delegations, also electronically, the instructions on the forms must be followed; or

    ·        pursuant to Article 135-undecies of the Consolidated Finance Act, by written proxy with voting instructions on all or some of the proposals on the agenda, provided that it is received by Computershare S.p.A. by 17 April 2020, in the case of first call, and by 20 April 2020, in the case of second call, according to the procedures indicated and by means of the specific proxy form prepared by Computershare S.p.A., in agreement with the Company, which will be available on this website as soon as possible and, in any case, no later than 27 March 2020:

    -        Computershare S.p.A. proxy form

    -        Guide for completing and submitting via internet the Computershare S.p.A. proxy form 

    The proxies are not valid for resolutions for which no voting instructions have been given. To notify the proxies, including via email, it will be necessary to follow the instructions shown on the proxy forms themselves.

    If, for technical reasons, the proxy forms cannot be made available in electronic format, they will be transmitted following a simple request by telephone to 011.0923226.

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

    Pursuant to Article 127-ter of the CFA, 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 8 April 2020 (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 8 April 2020 will be answered by 16 April 2020 (earlier than 19 April 2020, as required by current regulations) by publication in the section "Corporate Governance/2020 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 CFA, 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 1 April 2020 (date postponed following the integration of the Notice).

    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 CFA.

    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 1,450,080 treasury shares.
     

  • Answers to questions received before the Shareholders' Meeting pursuant to Article 127-ter of the Consolidated Finance Act (CFA)
    Click here to download the document

    Published on 16 April 2020

Other Documents