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ITEN

Generic FAQ

11 APRIL SHAREHOLDERS' MEETING

  • Where is the Company's Shareholders Meeting held?

    The Meeting is held in Italy at the Company's headquarters.

  • Are shareholders permitted to ask the Company questions?

    Those who have the right to vote may submit questions both prior to the meeting and during the meeting, provided they are relevant to the subjects on the agenda.
    The notice for the meeting contains the modalities and deadlines for sending questions to the company prior to the start of the meeting.
  • In what way can shareholders take part in the Meeting?

    Participation at the Meeting can be in person or through a proxy. 

    In the former case, the persons entitled shall go to the venue where the Meeting is held by the time indicated in the notice.
    In the latter case, the interested party must specifically authorise the proxy.

  • Which steps must be followed to appoint someone as your Designated Representative?

    1) Obtain the Proxy Form for the Designated Representative, which can be downloaded from the website www.snam.it/ (Shareholders' Meeting section) or by requesting a form from the following e-mail address: rappresentantesnam@georgeson.com

    2) Fill in the Proxy Form

    3) Photocopy one's own identity document.

    4) Send the Proxy, no later than the the end of the second trading day before the date set for the Shareholders’ Meeting, including in the case of a call subsequent to first cal, together with a copy of a valid identity document, through one of the following channels:

    By fax, to the number +39 06 99332795;

    By e-mail, to: georgeson@legalmail.it

    Hand delivered or by priority post or express courier, to:

     Georgeson Srl, Via Emilia 88, 00187, Rome.

    If the party granting proxy is a legal entity, it will also have to attach evidence of its corporate powers (copy of the deed or similar).

    Following this, and if the proxy was sent as a copy, you are also asked to send the original of the same to the Designated Representative at the following address: c/o Georgeson Srl, Via Emilia 88, 00187, Rome.

    The representative shall keep the original of the proxy and will keep track of any voting instructions that may be received for one year from the conclusion of the meeting.
  • Is it possible to delegate your vote to more than one representative?

    Proxy is granted to a single representative for each Meeting, without prejudice to the right of the holder of the right to vote to name substitutes.
    It is also possible to delegate the vote to a different representative for each account used to record the movements of financial instruments.
    If the proxy allows it, the representative can name a subject of his own choice to replace him.

  • Can the proxy be revoked?

    Yes. The proxy and voting instructions may be withdrawn by the same deadline set for submission (end of the second trading day preceding the date fixed for the meeting) and in the same way.

  • How does the thresholds on the share buyback program work?

    The threshold of 3.5% of the share capital and of Euro 500m of maximum disbursement work independently and the purchase will end even if only one of the two limits is reached.

    The limit of 3.5% represents the maximum ownership at any given time. Vice versa the shareholders resolution establishes in Euro 500m the maximum expenditure in the purchase, even in the event of disposal or use of treasury shares: it is a maximum expenditure that can not be re-established with the sale of previously purchased shares. This approach is in line with the requirements of page 6, paragraph 2 of the proposal for approval as described in the report of the board to shareholders.

    As of march 16, 2017 the company had spent Euro 302m for the repurchase of 82m shares equal to 2.35 % of the share capital. The Company has recently issued a convertible bond that could be converted in ca. Euro 82m of own shares, in line with the number of repurchased shares. Note that during the recent presentation of the strategic plan to the financial community Snam indicated, referring to the guidance on the net financial position at year end 2017, that it intends to complete by 2017 about 2/3 of the total amount of Euro 500mn.

  • What is the agenda?

    - Snam S.p.A. financial statements as at 31 December 2016. Consolidated financial statements as at 31 December 2016. Reports of the Directors, the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions.

    - Allocation of the period’s profits and dividend distribution.

    - Authorisation to purchase and dispose of treasury shares.

    - 2017-2019 Long term share incentive plan. Related and consequent resolutions.

    - Policy on remuneration pursuant to article 123-ter of legislative decree no. 58 of 24 February 1998.

  • Any additional information on Snam Remuneration Report regarding to the share-based long-term variable incentive and the indemnity for the termination of the directorship and executive position of the CEO?

    Snam's remuneration policy aims to support the business strategy and creation of value for shareholders, in compliance with international best practices.

    With regards to the share-based long-term variable incentive (Long-Term Incentive-LTI):
    - it is based on three indicators: EBITDA (60%); Net Adjusted Profit (30%); Sustainability (10%),
    - the shares assignation will be based on the average of the results of the indicators in the three-year vesting period,
    - for net adjusted profit, the reference parameters will be defined as ranges of the budgeted amounts (0/+5% of the budgeted net adjusted profit), consistently with the past.

    With regards to the indemnity for the termination of the directorship and executive position of the Chief Executive Officer, it will be aligned with the recurring practice in reference markets and as already adopted by Snam in the past. Specifically, if the term of office is not renewed when it expires, or if it is terminated in advance, two years of fixed annual compensation would be payable upon termination of employment plus the average of the Annual Monetary Incentive paid over the last three years, subject to the application of the provisions of the national contract for executives of companies that produce goods and services. The Remuneration Committee intends to submit its proposal to the Board of Directors as soon as practicable.

SHAREHOLDERS' MEETING

  • When is it possible to know the dates of Snam Shareholders Meetings?

    The financial calendar, to be published pursuant to the regulations in force for markets organised and managed by Borsa Italiana S.p.A. by January 30, is normally published in the first days of January of each year, contains information concerning the dates of Shareholders' Meetings. The calendar is also published on the company's website.

     

  • What rights are granted to shareholders with regard to the Shareholders Meetings?

    The shareholders have the right to:

    • be informed in advance that the Shareholders Meeting has been called
    • be informed in advance about the items on the agenda, with the possibility to make additions, may present proposals for resolution on items already on the agenda
    • take part in the Meeting and express their vote
    • obtain additional information
  • By whom and how often are Shareholders Meetings called?

    The Board of Directors calls the Meeting at least thirty days prior to the Meeting being held (forty days if the Meeting is called to appoint directors or auditors).

  • Where is the notice of a call to a meeting published?

    The notice is published on the Company's website, on the site of the Italian Stock Exchange (www.borsaitaliana.it),at the authorised storage system ““eMarket-STORAGE” managed by Spafid Connect S.p.A. (www.emarketstorage.com) and, in extract, in the following newspapers: Il Sole 24 Ore, and in English, in the Financial Times.

  • Where are the Company's Shareholders Meetings held?

    The Meetings are held in Italy, usually at the Company's headquarters.

  • What matters are discussed at Ordinary Shareholders Meetings?

    An Ordinary Shareholders Meeting is called to deliberate upon specific matters, such as:

    • approval of the annual financial report,
    • the appointment and removal of directors and auditors and the determination of their compensation,
    • compensation plans, based on financial instruments, in favour of members of the board of directors and employees,
    • liability action against directors and auditors;
    • the appointment and dismissal of an external auditing company to audit the accounts;
    • the intended use of the operating profit and the distribution of dividends, even in settlement of any down payment that may already have been deliberated by the Board;
    • the approval of the rules for conducting meetings;
    • the purchase and sale of treasury stock;
    • the approval of the resolutions which deal with the assignment, transfer, lease, usufruct and any other disposition, also in the framework of joint ventures, or which place constraints on company or on business operations of strategic importance that are inherent to activities relating to the transportation and dispatch of gas.

    Ordinary Shareholders Meetings are held in a single call.

  • What matters are discussed at Extraordinary Shareholders Meetings?

    An Extraordinary Shareholders Meeting is called to discuss specific matters, such as:

    • amendments to the statutes and mergers and spin-offs that, in accordance with the statutes, do not fall within the responsibility of the Board.


    Extraordinary Shareholders Meetings are held in a single call.

  • Are shareholders permitted to propose liability actions?

    Yes. Liability actions against directors and auditors can be proposed directly at an Ordinary Shareholders Meeting.

  • When does the Ordinary Shareholders Meeting to approve the balance sheet have to be called?

    The Ordinary Shareholders Meeting to approve the balance sheet is called within 180 days of the end of the fiscal year to which the balance sheet refers.

  • How can one obtain information on the topics to be discussed at the Shareholders Meeting?

    The Board of Directors is required to prepare and make available to the public, at the registered offices of the issuer, on the Company's website (www.snam.it), on the website of the Italian Stock Exchange (www.borsaitaliana.it) and at the authorised storage system “eMarket-STORAGE” managed by Spafid Connect S.p.A. (www.emarketstorage.com), a report on all of the items on the agenda, which will also contain the matters presented for discussion at the Shareholders Meeting.

    Such requirement is to be met within the prescribed time of publication of the call to the Meeting or within a different time limit set by applicable law

  • In particular, which reports is the Board of Directors required to prepare and make available to the public?

    The Board of Directors is required to prepare and make available to the public:
     

    • the annual financial report, comprising the draft financial statements and the consolidated financial statements, where applicable, the management report and a declaration by the manager responsible for the preparation of financial reports of the Company and the reports of board of auditors and the independent audit company. These reports are to be made public within four months from the close of each fiscal year. No more than twenty-one days should elapse between the notice being published and the date of the Meeting;
    • the lists of candidates for the positions of director and auditor, which are deposited at the registered office of the issuer at least twenty-five days before the date of the Meeting, which is called to deliberate on the appointment of members of the Board of Directors and Board of Auditors and made available to the public at the registered office, and are available on the website at least twenty-one days before that date.

     
    The mode of presentation, storage and disclosure of lists of candidates for the position of director and auditor are set out in the statutes and in the notice of summons.

  • Are shareholders permitted to ask the Company questions?

    Those who have the right to vote may submit questions both prior to the meeting and during the meeting, provided they are relevant to the subjects on the agenda.
    The notice for the meeting contains the modalities and deadlines for sending questions to the company prior to the start of the meeting.
  • What procedures must be followed to include an item on the agenda?

    Shareholders who independently or jointly hold at least one fortieth of the share capital can request, in writing by registered letter with return receipt, within 10 days of the publication of the Call of Shareholders’ Meeting, to add to the list of items to be deliberated, indicating in the request the further matters proposed or may present proposals for resolution on items already on the agenda, enclosing a description of the items requested for resolution or of the reasons for further proposals for resolution presented on items already on the agenda.
    Together with the application must be included the certification issued by the intermediary certifying the ownership of shares of the shareholders making the application.
    Notice of updates of the agenda or further proposals for resolution presented on items already on the agenda will be provided in the same form as the publication of the notice, at least 15 days before the date set for the Shareholders’ Meeting.
     

  • Are there certain subjects for which no new items on the agenda are admitted?

    Additions are not allowed on items on which the Assembly resolves, pursuant to the Law, on Directors' proposals or on the basis of a project or a report prepared by them, except for matters included on the agenda.

  • In what way can shareholders take part in the Meeting?

    Participation at the Meeting can be in person or through a proxy. 

    In the former case, the persons entitled shall go to the venue where the Meeting is held by the time indicated in the notice.
    In the latter case, the interested party must specifically authorise the proxy.

  • Is it possible to exercise the right to vote by post or by electronic means?

    The Snam bylaws do not provide the right to exercise the right to vote by post or by electronic means; thus, shareholders can participate at a Meeting either in person or through a proxy.

  • To whom can the proxy be issued?

    Any shareholder who has the right to take part in a General Meeting can be represented, in accordance with the law, by delegating their vote in writing to another person of their choice by signing the proxy form (simple proxy).
    Alternatively, shareholders may give their proxy by means of specific form to their Designated Representative. The proxy cannot be conferred with the name of the representative left blank.
    In either case, a shareholder who wishes to take part in a Meeting must first establish that they have this right, or show that they are entitled to take part in the Meeting and exercise the right to vote.

  • In general, are there any restrictions regarding the issue of proxies?

    There are no limits on the number of proxies that a single person can receive. In any case, it is good to remember that:

     

    • proxy can only be granted for a single General Meeting, effective for further calls to the same meeting;
    • in the case of general power of attorney or one conferred by a corporation, association, foundation or other corporate body or institution to one of its employees, this will be effective until revoked;
    • if granted to a corporation, association, foundation or other corporate body or institution, proxy can be granted to only one employee;
    • it cannot be granted to Directors, Auditors and employees of the Company and its subsidiaries, as well as to the subsidiaries themselves.

     

  • Where can references be found on how to vote by proxy?

    The notice for the meeting contains reference to this kind of voting and the procedures for notification of the proxy vote, also by certified electronic mail.

  • How can one attest that they are entitled to participate in the Meeting?

    The subject who has the right to vote must request the intermediary at which its shares are held (bank, securities brokerage company) to issue a statement, made on the basis of evidence relating to the end of the accounting day of the seventh trading day prior to the date set for the Meeting (record date).
    Any share purchases or sales recorded after that date are not relevant for the purposes of legitimation of the right to vote at a Meeting; consequently, persons who hold shares only after that date will not have the right to participate and vote at the Meeting.
    Said notifications must be received by the Issuer before the end of the third trading day prior to the date set for the Meeting, and in any case before the start of the Meeting at each call.

  • Who is the Designated Representative and who appoints him/her?

    The Designated Representative is a person or legal entity to whom any shareholder can confer, free of charge, their proxy, and is appointed by the Issuing Company.
    The notice for meeting identifies the person designated by the Company for the conferring of proxies and the terms and deadlines for the granting of the same by shareholders, with the specification that the delegation has no effect with regard to proposals for which no voting instructions have been issued.

  • Which steps must be followed to appoint someone as your Designated Representative?

    1) Obtain the Proxy Form for the Designated Representative, which can be downloaded from the website www.snam.it/ (Shareholders' Meeting section) or by requesting a form from the following e-mail address: rappresentantesnam@georgeson.com

    2) Fill in the Proxy Form

    3) Photocopy one's own identity document.

    4) Send the Proxy, no later than the the end of the second trading day before the date set for the Shareholders’ Meeting, including in the case of a call subsequent to first cal, together with a copy of a valid identity document, through one of the following channels:

    By fax, to the number +39 06 99332795;

    By e-mail, to: georgeson@legalmail.it

    Hand delivered or by priority post or express courier, to:

     Georgeson Srl, Via Emilia 88, 00187, Rome.

    If the party granting proxy is a legal entity, it will also have to attach evidence of its corporate powers (copy of the deed or similar).

    Following this, and if the proxy was sent as a copy, you are also asked to send the original of the same to the Designated Representative at the following address: c/o Georgeson Srl, Via Emilia 88, 00187, Rome.

    The representative shall keep the original of the proxy and will keep track of any voting instructions that may be received for one year from the conclusion of the meeting.
  • Is it possible to delegate your vote to more than one representative?

    Proxy is granted to a single representative for each Meeting, without prejudice to the right of the holder of the right to vote to name substitutes.
    It is also possible to delegate the vote to a different representative for each account used to record the movements of financial instruments.
    If the proxy allows it, the representative can name a subject of his own choice to replace him.

  • Can the proxy be revoked?

    Yes. The proxy and voting instructions may be withdrawn by the same deadline set for submission (end of the second trading day preceding the date fixed for the meeting) and in the same way.

  • Will there be any charges payable by the delegating party?

    No. Granting the proxy and voting instructions by signing the form does not entail any expenses for the party delegating proxy.

  • Is it possible to grant a partial proxy?

    Yes. A proxy can also be partial. In relation to proposals for which no voting instructions have been issued, the shares of a shareholder shall not be counted in the calculation of the majority and the share of capital required for the adoption of the resolutions.

  • Is it possible for Shareholders' Associations to collect proxies among shareholders who are Company employees?

    The Company makes available to shareholders' associations that meet the requirements set by law, according to the terms and conditions agreed upon at any time with their legal representatives, spaces necessary for the notification and actual collection of proxies from shareholders of the Company and its subsidiaries.

    This activity is also governed by specific regulations issued by Consob.

  • What are the quorums required at meetings in order to approve proposals?

    The by-laws require the following quorums for a valid resolution to be reached at a General Meeting:

    Ordinary General Meeting (single call)
    Quorum for Meeting
    Quorum for passing resolutions
    Not required
    Majority of those attending in their own name or by proxy
    Extraordinary General Meeting (single call)
    Quorum for Meeting
    Quorum for passing resolutions
    At least 1/5 of the share capital
    At least 3/4 of the share capital present at the Meeting

     

  • How long after a meeting and in what way can one find out the results of votes taken at Meetings?

    A summary of the voting, containing the number of shares represented at the General Meeting and the shares for which a vote was cast, the percentage of the share capital that these shares represent, and the number of votes in favour of and against a proposal, as well as the number of abstentions, is made available on the Company's website within five days of the date on which the Meeting is held.

  • Are the minutes of the Meeting accessible to the public?

    The minutes of the General Meeting are made available on the website within thirty days of the date on which the Meeting is held.

  • Where is the news relating to the collection of the Dividend published?

    The Company communicates all of the information required for collecting the dividend, the interim dividend and the corresponding balance on its website and by means of a notice published in the following newspapers: Il Sole 24 Ore and, in English, in the Financial Times.

  • Is it possible to waive the collection of the Dividend?

    Yes. It is possible to waive collection of the Dividend by making a specific request to your own intermediary.

  • Can shareholders obtain information on the Company's shareholder structure? If so, in what way?

    Yes. Shareholders can obtain information on the Company's shareholder structure by consulting the shareholders book.
    To this end, the shareholder will have to submit a request to the Company Secretarial Office (e-mail: segreteriasocietaria@snam.it) and go to the offices of the Company during business hours with a specific certificate showing the ownership of that right.

BOARD OF DIRECTORS

STATUTORY AUDITORS

  • When does Snam‘s Board of Statutory Auditors mandate expire?

    The mandate for the Board of Statutory Auditors is 3 financial years, lapse at the date of the shareholders’ meeting called to approve the financial statements of the last financial year of their office and is renewable. The current Board of Statutory Auditors has been elected by the shareholders' meeting held on April, 27 2016 and lapse at the date of the shareholders’ meeting called to approve the financial statements as at December 31, 2018.

  • How many Acting Statutory Auditors and how many Substitute Statutory Auditors are there?

    The Board of Statutory Auditors is made up of 3 Acting Statutory Auditors and 2 Substitute Statutory Auditors.

  • How are they nominated?

    By voting list, pursuant to Article 20 of the By-law. Pursuant to Article 20 of the By-law the shareholders meeting appoints as Chairman of the Board of Statutory Auditors the effective Auditor drawns out from the candidate lists presented by the minority Shareholders.

  • Who can propose lists for the Board of Statutory Auditors?

    Shareholders who at the time of the presentation of lists have the right to vote and who alone or jointly with other shareholders hold at least 2% of shares with the right to vote in the ordinary meeting, or a different percentage fixed or referred to by legislative or regulatory provisions (Consob set the aforesaid percentage at 1.0%) are entitled to present lists.

  • Why is the Board of Statutory Auditors nominated by voting list?

    To ensure broad representation for all shareholders.

  • How long is the mandate for Statutory Auditors?

    The mandate for Statutory Auditors is 3 financial years, lapse at the date of the shareholders’ meeting called to approve the financial statements of the last financial year of their office and is renewable.

SUBSIDIARIES COMPANIES

  • What is the governance of directly controlled subsidiaries ?

    The Subsidiaries of Snam adopt the traditional administration and control system. In order to maximize their effectiveness and efficiency, the Board of Directors of the Subsidiaries are made up of a minimum of three and a maximum of five members.
     

SHAREHOLDERS

SPECIAL POWERS

  • Do special powers exist?

    Several European Union member states, including Italy, have introduced certain special powers that the government can exercise with regard to the operations and ownership structures of companies operating in sectors considered to be strategic and of national interest. These powers generally take the form of the government’s right to control certain changes in the ownership structure of companies subject to such provisions and/or a right to veto certain strategic decisions.

    Following surveys conducted by EU bodies on Italian regulations on special government powers  (the so-called “golden share” regulations), and after several regulatory changes, the Italian government issued Decree Law No. 21 of 15 March 2012 (converted, with amendments, by Law No. 56 of 11 May 2012), which governs “special powers over ownership structures of companies in the defence and national security sectors, as well as for assets of strategic importance in the energy, transport and communication sectors”. The new legislation provides for distinct regulations governing the defence and national security sectors, on the one hand, and “strategic assets in the energy, transport and communication sectors” on the other.

    Reference regulatory framework for Snam

    As far as Snam is concerned, Article 2 of Decree Law No. 21 of 15 March 2012 stipulated that one or more regulations, adopted by a Presidential Decree, would identify the networks, plants, assets and partnerships of strategic importance to the national interest in the energy, transport and communication sectors (“Significant Assets”).

    It is therefore provided that any resolution, act or transaction adopted by a company that holds one or more Significant Assets and results in changes in the ownership, control or availability of said Significant Assets, or a change in their purpose, must be reported by the Company to the prime minister within 10 days and, in any case, before it is implemented. Resolutions passed by the Shareholders’ Meeting or the company boards concerning the transfer of subsidiaries that hold the aforementioned Significant Assets must be reported within the same timeframe.

    Within 15 days of the notification, the prime minister may, by issuing a decree adopted pursuant to a resolution of the Council of Ministers: (i) declare a veto; (ii) impose specific provisions or conditions, if this is sufficient to ensure the protection of the public interest. If 15 days have passed since the notification and the prime minister has not adopted any measures, the operation may be carried out.

    It is also provided that the acquisition, for any reason, by a non-EU party of shareholdings in companies that hold Significant Assets must be reported to the prime minister within 10 days. If the acquisition constitutes a serious threat to the essential interests of the state, the prime minister may, by means of a decree adopted pursuant to a resolution of the Council of Ministers, within 15 days of the notification: (i) make the effectiveness of the acquisition conditional upon the assumption by the buyer of commitments aimed at ensuring the protection of the aforementioned interests; (ii) block the acquisition, in exceptional cases in which there is a risk to the protection of the interests in question that cannot be eliminated through the assumption of specific commitments. Once again in this case, if 15 days have passed since the notification and the prime minister has not adopted any measures, the acquisition may be carried out.

    The law also provides that such powers may be exercised “exclusively on the basis of objective and non-discriminatory criteria”.

    The aforementioned regulation, based on Article 3 of Decree Law 21/2012, repealed the regulation on the “golden share” as of the entry into force of the aforementioned decrees and regulations aimed at identifying networks and plants of strategic importance to the national interest in the energy, transport and communication sectors.

    The “regulation on identifying assets of strategic importance and key strategic assets in the defence and national security sectors” had been adopted through Prime Ministerial Decree No. 253 of 30 November 2012, and, by means of Prime Ministerial Decree No. 129 of 2 October 2013, Article 2-bis, relating to “assets of strategic importance in the communication sector” had been inserted into said regulation.,.

    On 6 June 2014 two Presidential Decrees approved by Italian Council of Ministers on 14 March 2014 were published in the Italian Official Gazzette (Gazzetta Ufficiale Italiana), implementing the Article 2, paragraph 9 of Decree Law 21/2012; the two Presidential Decrees identify respectively: (i) assets of strategic importance in the energy, transport and communications sectors (D.P.R. No 85 issued on 25 March 2014) and (ii) specific procedures to exercise special powers in the energy, transport and communications fields (D.P.R. No 86 issued on 25 March 2014).

    The regulation also provides that the effectiveness of the resolution, act or transaction is suspended until the lapse of 15 days from the notice (standstill obligation).

    In order to grant the exercise of the veto rights:

    ·         Any company, owning any assets identified as strategic, must notify to the Presidency of the Council of Ministers an exhaustive information concerning any resolution, act or transaction that could influence the ownership, control and the availability of strategic assets;

    ·         Any entity external to EU, that aims to acquire a controlling stake in a company that owns strategic assets,  must notify the transaction (Article 4, paragraph 2, D.P.R 25 March 2014, No. 86).

     

    In addition, the exercise of the special powers does not apply in relation to the transactions or acts carried out within companies of the same group holding strategic assets. However, the above mentioned companies must notify the resolutions and acts, in order to grant the Government special powers to prevent serious and actual risks for the public interest in connection with the plant safety and the continuity of energy supply (Article 4, paragraph 2, D.P.R. 25 March 2014, No.85).

    On 2 October 2014, the Decree 6 August 2014 of the President of the Council of Ministers has been published in the Italian Official Gazzette (Gazzetta Ufficiale Italiana). It regulates all preparatory activities for the exercise of the special powers by the Presidency of the Council of Ministers. In particular, the Decree describes the internal public procedure following the company’s notification of certain acts or transactions in the sectors of the defence and national security system and strategic activities in the energy, transport and communications fields.  

ANNUAL REPORT, HALF-YEARLY REPORT AND OTHER FINANCIAL REPORTS

Unbundling model

  • Unbundling regulations

    The Prime Ministerial Decree of 25 May 2012 (the “Prime Ministerial Decree”) stipulates the “Criteria, conditions and procedures with which Snam S.p.A. is required to comply to adopt the ownership unbundling model of the national gas transportation network and ensure the full separation of Snam S.p.A. from vertically integrated companies producing and supplying natural gas and electricity”.

    To this end, the decree provided for the creation, by 25 September 2013, of an ownership unbundling system for all regulated natural gas transportation, distribution, storage and regasification activities, and required Eni S.p.A. (a vertically integrated company and an entity that produces and sells energy) to transfer to CDP s.p.A. no less than 25.1% of the equity investment it held in Snam's share capital, and to dispose of the remainder on the market.

    In accordance with these provisions, on 15 October 2012, CDP Reti S.p.A. (then a wholly owned subsidiary of CDP S.p.A.) purchased from Eni S.p.A. 30% less one share of the share capital of Snam. Eni S.p.A. subsequently reduced its interest and now does not have a stake in the Company's capital.

    In order to ensure that Snam is fully separated, Article 2 of the Prime Ministerial Decree also stipulates that:

    (i) even if Snam is included in “separate management” activities of CDP S.p.A., all decisions relating to the management of equity investments in Snam shall be adopted by the Board of Directors of CDP S.p.A. as if the equity investment were part of its “ordinary management” operations, meaning the Ministry of Economy and Finance will have no power to guide such decisions and the members of the Board of Directors of CDP S.p.A. in charge of “separate management” activities will not be able to influence them;
    (ii) the members of the administration and control bodies and the executives of Eni S.p.A. and its subsidiaries may not be part of the corporate bodies of or hold executive offices at CDP S.p.A. or Snam and their subsidiaries, nor may they enter into any direct or indirect professional or financial relationship with said companies, and vice versa.

    Again pursuant to the Prime Ministerial Decree, the voting rights attached to shares acquired (including through deeds, transactions or agreements of any kind), as well as to shares already held, directly or indirectly, by gas and/or electricity producers or suppliers or by their parents, subsidiaries or associates pursuant to the Italian Civil Code, and any powers of appointment pertaining to them, shall be restricted in compliance with the provisions of Article 19 of Legislative Decree No. 93/2011, which governs the ownership unbundling model. Article 19 of Legislative Decree 93/2011 stipulates that the same party (whether a natural or legal person) may not:

    (i) exercise control, directly or indirectly, over an undertaking that produces or supplies natural gas or electricity and at the same time exercise control or rights, directly or indirectly, over a natural gas or electricity transmission system operator or over a natural gas or electricity transmission system;

    (ii) appoint members of the Supervisory Body, the Board of Directors or the bodies that legally represent the Company within a transport system operator or a transport system and, simultaneously, directly or indirectly control or hold rights over natural gas production or supply operations .

    In accordance with the aforementioned provisions, shareholders that produce and sell gas and/or electricity are forbidden from exercising voting rights at the Company's Shareholders' Meetings. Therefore, they hold only the ownership rights they hold in Snam.

    As a result of the legislative changes and Eni S.p.A.’s consequent loss of control over Snam, on 14 November 2013, the AEEGSI adopted Resolution 515/2013/R/gas, implementing its decision to definitively certify Snam Rete Gas as a natural gas transportation system operator under the ownership unbundling regime. By Resolution 318/2016/R/GAS of 16 June 2016, adopted following CDP S.p.A.'s sale of shares in CDP RETI S.p.A. to the company State Grid Europe Limited, the AEEGSI confirmed that the requirements laid down in the DPCM continued to be met.
     

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updated
23 March 2017 - 18:09 CET