Shareholders

The following table sums up the expected composition of the Iren's shareholder base with regards to the indicative stakes held by shareholders who own:  shares with voting rights in excess of 3% . The table is based on the findings of the Shareholders Register and is integrated by the communication of relevant shareholdings, pursuant to article 120 of the Consolidated Law, the information available and the share exchange ratio determined by the merger.

 

Significant IREN Shareholders

No. shares

% on total share capital

FINANZIARIA SVILUPPO UTILITIES S.r.l.

424,999,233

32.67%

MUNICIPALITY OF REGGIO EMILIA

91,427,464

7.03%

MUNICIPALITY OF PARMA*

41,158,566

3.16%

MUNICIPALITY OF PIACENZA

19,759,547

1.52%

OTHER MUNICIPALITIES

73,599,810

5.66%

OTHER MUNICIPALITIES (EX ACAM)

24,705,700

1.90%

CLEARSTREAM BANKING LUSEMBOURG

47,064,509

3.62%

KAIROS PARTNERS SGR

39,192,221

3.01%

OTHER SHAREHOLDERS

539,024,327

41.43%

 

* Direct participation of the Municipality of Parma totaled of 5,599,863 shares corresponding to 0.430% of the ordinary share capital of Iren S.p.A

* Participation of STT Holding (100% owned by the Municipality of Parma) totalled 15,341,000 shares, corresponding to 1.179% of the ordinary share capital of Iren S.p.A

* Participation of Parma Infrastructure S.p.A (99.27% owned by the Municipality of Parma) ammounts to 20,217,703 shares corresponding to 1,554% of the ordinary share capital of Iren S.p.A

Finanziaria Sviluppo Utilities (FSU) is jointly controlled by the Municipality of Turin and the Municipality of Genoa who own 100% of share capital.

 

Shareholders' agreements

On May 9th 2016, a Shareholders' agreement (hereinafter “Agreement”) between Finanziaria Sviluppo Utilities S.r.l and other 64 Emilia Public Shareholders of the Company was signed aiming at, among other things, safeguarding unity and stability of direction for IREN S.p.A. (hereinafter "Company").

The "FSU-Emilia Shareholders’ Agreement" agreement includes a veto and vote syndicate with the objective of safeguarding the development of the Company, of its subsidiaries and its activities also through the “loyalty shares scheme”. In particular (i) to determine ways to consult and jointly take some decisions during the Shareholders' meetings; and (ii) to define some limits to the circulation of a certain number of ordinary shares.

Following the business combination between the Company and the Group ACAM, on the 11th of April 2018 the Municipality of La Spezia, 25 Municipalities in the province of La Spezia and Liguria Patrimonio S.r.l. subscribed a share capital increase reserved to tha ACAM Shareholders for a total amount of 24,705,700.00. Company’s share capital has therefore increased from 1,276,225,677.00 euro to 1,300,931,377 euro.

Taking effect from 8th May 2018 the Municipality of La Spezia and 25 other Municipalities in the province of La Spezia joined the Shareholders’ agreement allotting all the shares held to the voting and block syndicate. As a results, in the light of the above changes, the number of participants in the Shareholders’ agreements has increased from 65 to 91.

The financial tools that are object of the Shareholders Agreement brought to the voting syndicate are constituted by all shares owned by the members of the agreement during its validity and currently amounting to No. 645,953,219 ordinary shares, representing 49.6531% of the share capital of the Company. The financial tools brought to the voting syndicate are constituted by No. 531,213,248 ordinary shares of Iren, equal to 40.8333% of share capital. The latter cannot be sold during the validity period of the Shareholders’ agreement.

On May 9, 2016 a further Shareholders’ agreement (“Sub-Agreement”) among 64 Public Emilia Shareholders was signed having as object all the shares owned by the members. The objectives of the Shareholders’ agreements are to (ì) ensure the unity of conduct and rules on the decisions that will have to be taken by the members of the Shareholders' agreement, compliant with the main Agreement; (ii) give a pre-emptive right in case of disposal of stakes of the Company not included in the "Sindacato di blocco" in favor of the members of the Shareholders' agreement; (iii) give to the Municipality of Reggio Emilia an irrevocable mandate to exercise the rights deriving from the Shareholders' agreement on behalf of the members of the latter.

Both the Agreement and the Sub-agreement will last three years, starting from 9th May 2016 and it will by renewed by tacit agreement, except cancellation, for additional two years.

Please, find in the links below the abstract o the Agreement and the Sub-Agreement.

Last update 05/14/2018