(pursuant to Article 123-bis, paragraph 1, of Law No. 58/1998) as at December 31, 2013
Share capital distribution
- At December 31, 2013, the share capital of Saipem SpA amounted to €441,410,900, fully paid-up and comprising No. 441,297,615 ordinary shares, equal to 99.97% of the share capital, with a nominal value of €1 each, and No. 113,285 savings shares, equal to 0.03% of the share capital, with a nominal value of €1 each, both of which are listed on the Computerised Share Trading Market (Mercato Telematico Azionario) managed by Borsa Italiana SpA. Shares cannot be split and each share carries the entitlement of one vote. Saipem’s Shareholders enjoy, and are limited by, all relevant rights afforded by law. Savings shares are convertible at par with ordinary shares, without charges or time restrictions; they enjoy a higher dividend than ordinary shares, equal to 3% of the nominal share value. On April 30, 2013, the Savings Shareholders’ Meeting appointed Mr Roberto Ramorini as their collective representative for the following three years (see Table 1). No other financial instruments have been issued by the Company that allocate the right to subscribe newly-issued shares.
Restrictions on the transfer of shares
- No restrictions exist on the transfer of shares.
- Based on information available and notifications received pursuant to Article 120 of Law No. 58/1998, Shareholders owning a stake in Saipem SpA in excess of 2% at December 31, 2013*, are as follows (see also Table 1):
|Shareholders||Shares held||% of capital|
|Massachusetts Financial Services Co||8,899,109||2.016|
(*) On February 10, 2014, Dodge & Cox, a stock fund based in San Francisco (California - USA) notified Saipem SpA and Consob that on February 4, 2014, they had bought 22,262,143 ordinary shares, equal to 5.05% of the share capital.
Shareholders by geographical area based on 2012 dividend payments
|Shareholders||Number of Shareholders||Shares held||% of capital|
|Other EU Member States||897||67,229,108||15.23|
|UK and Ireland||272||33,178,317||7.52|
|Other European States||122||12,562,295||2.85|
|Rest of the world||257||26,561,683||6.02|
(*) Includes No. 1,939,832 treasury shares with no dividend entitlement.
Shareholders by amount of shares held based on 2012 dividend payments
|Shareholders||Number of Shareholders||Shares held||% of capital|
|1% - 2%||3||26,940,557||6.10|
|0.5% - 1%||13||38,880,849||8.81|
|0.3% - 0.5%||14||25,386,600||5.75|
|0.1% - 0.3%||50||37,724,818||8.55|
Special Shareholders rights
- All Shareholders enjoy the same rights.
Shareholding of employees: exercise of voting rights
- Employees holding Saipem’s shares enjoy the same voting rights as ordinary Shareholders.
Voting rights restrictions
- No restrictions exist on voting rights.
Shareholders agreements as per Article 122 of Law No. 58/1998
- No known agreements exist amongst Shareholders, as per Article 122 of Law No. 58/1998.
Change of control clauses (pursuant to Article 123-bis, paragraph 1, letter h), of Law No. 58/1998) and statutory provisions for takeover bids (Article 104, paragraph 1-ter and Article 104-bis, paragraph 1)
- Saipem and its subsidiaries are not party to any significant agreements4 that would become effective, be modified or be terminated in the event of a change in the identity of the Shareholders who currently control Saipem. However we point out the following:
- financing currently held with third-party credit institutions or with the Eni Group, which, at December 31, 2013, amounted to a total of €4,767 million. Should there be a change of control, Saipem may be requested to repay the loaned capital and related interests in advance of the contractual terms and conditions. Replacing the aforementioned financing on the market and taking into account the adjustment in the risk profile of the Company, would result in an increased annual financial outlay assumed to be approximately €22.82 million;
- bank guarantees amounting to a total of €5,339 million. Should there be a change of control, Saipem may be requested to release all Eni lines of credit currently utilised against bank guarantees. Replacing existing lines of credit on the market, taking into account the adjustment in the risk profile of the Company, would result in an increased annual financial outlay assumed to be approximately €22.05 million.
- In terms of takeover bids, Saipem’s Articles of Association complies with the provisions of Passivity Rule set forth in Article 104, paragraphs 1 and 1-bis of Law No. 58/1998, and does not provide for the application of the breakthrough provisions set forth in Article 104-bis, paragraphs 2 and 3 of Law No. 58/1998.
(4) Significant agreements are considered those that have been reviewed and approved by the Board of Directors, as they fall within its specific remit.
Indemnification for Directors in case of dismissal (without just cause), resignation or termination following a public purchase offer
There are no agreements indemnifying Directors in case of dismissal/revocation of their appointment without just cause, resignation or termination following a public purchase offer.
Current Stock Option Plans provide that, in cases of consensual employment termination, or termination of the Assignee by the Company for reasons relating to the Company’s operations, for ‘objective just cause’, the Assignee retains the right to exercise the options within the constraints set forth in Stock Option Regulations and for reduced quantities.
In the event of employment being terminated unilaterally by the Assignee or dismissal by the Company for ‘subjective just cause’ during the exercise period, Options may be exercised within three months of the occurrence. In the event of dismissal for ‘just cause’ during the exercise period, Options become null and void. Additional information is provided in the Remuneration Report, issued pursuant to Article 123-ter of Law No. 58/1998.
Directors’ appointment or replacement, and modifications to the Articles of Association
- Procedures regulating the appointment of Board Directors are illustrated under the item ‘Board of Directors’ (see paragraph ‘Composition, appointment and replacement of Board of Directors’ on page 17). The Board of Directors has the power to amend the Articles of Association in order to comply with the provisions of law and has all powers granted by Article 2365 of the Italian Civil Code, and Article 20 of Articles of Association (see paragraph ‘Responsibilities, functions and powers of the Board of Directors’ on page 14).
As of March 14, 2014, the date of the approval of this report, in consideration of the nature of the Company’s shareholding structure, the Compensation and Nomination Committee has not put forward a succession plan of Saipem’s Executive Directors.
Share capital increases and buy-back of treasury shares
- The Board of Directors does not have the power to increase the share capital, pursuant to Article 2343 of the Italian Civil Code. The number of treasury shares held by the Company at December 31, 2013 was 1,939,832, equal to 0.44% of the share capital. The Shareholders’ Meeting had resolved to buy back shares for allocation to the Stock Option Plans from 2002 to 2008. This resolution is no longer in force.
Direction and coordination (pursuant to Article 2497 of the Italian Civil Code)
- The Company is subject to the direction and coordination of Eni SpA, pursuant to Article 2497 (and subsequent amendments) of the Italian Civil Code.