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EXTRAORDINARY SHAREHOLDERS' MEETING TO BE HELD ON APRIL 24, 26 AND 29, 2002, ON FIRST, SECOND AND THIRD CALL RESPECTIVELY ORDINARY SHAREHOLDERS' MEETING TO BE HELD ON APRIL 24 AND 26, 2002, ON FIRST AND SECOND CALL RESPECTIVELY

ITEM 1

Report on the proposals of the Board of Directors on the items in the Shareholders' Meeting Agenda

Delegation of authority to the Board of Directors pursuant to Article 2443 of the Civil Code to increase the share capital by issuing shares to be assigned to the Company's executives pursuant to Article 2349 of the Civil Code

Dear Shareholders,
the Board of Directors considers the role of management to be increasingly important in maintaining the high standard of operations, essential for delivering results in line with market expectations. Accordingly, the Board intends to make use of incentives and loyalty-building to increase the extent to which management participates in the risks which the company faces and has a stake in its effective performance and creation of shareholder value.

To this end, the Board of Directors has prepared the 2002-2004 incentive plan ("Stock grant plan ") for Snam Rete Gas S.p.A. and its subsidiaries' managers, as per article 2359 of the Civil Code, who are directly responsible in strategic and economic terms for the results obtained. The Board of Directors will select the managers on the basis of evaluation criteria used by the Company. ("Assignees"). The implementation of the "Stock grant plan" requires approval by the Shareholders' Meeting of a free capital increase to be executed subject to the achievement of the objectives set, through the use of the "Stock issue reserve under article 2349 of the Civil Code" to be set up and implemented each year by the Shareholders' Meeting when with the allocation of the net profit or of "Profit carried forward" arising from financial statements to be approved.

The company commits itself to assign on an annual basis the shares to be issued to the managers described above. The assignment of the shares will be executed in the month following the completion of three years from the date of the commitment of the Company to allocate the shares, on the basis of the results indicated on the date of assignment by the Company's indicator regarding the preceding three years. The rights of the Assignee and the relative commitment of Snam Rete Gas S.p.A. are fixed and irrevocable and cease only if the Assignee unilaterally leaves the company. The Board of Directors has full powers to define the terms and conditions of assignment of the shares, including the approval of the "Regulation of the stock allocation plan for ordinary Snam Rete Gas S.p.A. shares as per article 2349 of the Civil Code".

In order to set up the "Stock grant plan" the Board proposes that the Shareholders' Meeting delegates to it the powers, under article 2443 of the Civil Code, to increase the company's capital, in one or more tranches, by April 24, 2007, up to a maximum of euro 400,000, corresponding to about 0.02 % of the share capital as at December 31, 2001, with relative consequent appropriation to the "Reserve for share issue as per article 2349 of the Civil Code", with issue at nominal value of up to 400,000 ordinary dividend bearing shares, to be assigned for no consideration as per article 2359 of the Civil Code to managers of Snam Rete Gas S.p.A. and its subsidiaries who have achieved the performance objectives set by the Company.

ITEM 2

APPOINTMENT OF DIRECTORS

Dear Shareholders,
if the Shareholders' meeting approves the proposal to set the number of Board members at eight, it is required under article 16 of the By-Laws to appoint three Directors to be drawn from the lists presented by those eligible to do so, deposited at the Company's registered offices and published in daily newspapers as required by the By-Laws.
The gross annual remuneration due to each Director was set by the Shareholders' Meeting held on 12 March 2001 as an all-inclusive lump sum payment of Euro 20,000 (twenty thousand) plus reimbursement of expenses incurred.
 

Dear Shareholders,
you are invited to vote for one of the lists presented and deposited in accordance with the Company's By-Laws.

ITEM 3

APPOINTMENT OF STATUTORY AUDITORS

Dear Shareholders,
Effective Statutory Auditor Prof. Luigi Rinaldi and Alternate Statutory Auditors Dr. Achille Trombini and Dr.ssa Oriana Battistoni have resigned with effect from the date of the first Shareholders' Meeting.

The Shareholders' Meeting under article 22 of the By-Laws is therefore required to appoint one effective statutory auditor and two alternate statutory auditors from the lists presented by the shareholders, deposited at the Company's registered offices and published in daily newspapers according to the Company's By-Laws. The candidates must possess the necessary professional qualifications and standing as indicated in article 22 of the By-Laws.

The office of the statutory auditors to be appointed will lapse at the same time as for those currently serving, appointed for a three-year period when the Company was incorporated on 15 November 2000. The gross annual remuneration for the effective statutory auditors was set when they were appointed as an all-inclusive lump sum payment of Lire 40,000,000 (forty million) plus reimbursement of expenses incurred.

Dear Shareholders,
you are invited to vote for one of the lists presented and deposited in accordance with the Company's By-Laws.

The Chairman of the Board of Directors
Ing. Salvatore Russo

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05 August 2016 - 15:42 CEST