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Minutes and Documents

  Snam Rete Gas S.p.A.
Head Office: Piazza Santa Barbara 7,
San Donato Milanese (MI)
Company share capital Euro 3,570,768,494.00 fully paid-up
Milan Companies Register – Tax Identification Number -
VAT Number 13271390158 – R.E.A. Milan No. 1633443
A subsidiary of Eni S.p.A.
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Notice of Extraordinary and Ordinary Shareholders’ Meeting

Shareholders of Snam Rete Gas S.p.A. are hereby invited to attend the Extraordinary and Ordinary Shareholders' Meeting, which will be held at the Company’s head office at Piazza Santa Barbara no. 7, San Donato Milanese (Milan) on  27 April  2010 at 10:00 a.m. (CET) on first  call and, if necessary, on 28 April 2010 on second call, at the same location and time ,  to discuss and resolve upon the following

Agenda

Extraordinary part

1. 1. Amendments to Articles 1, 2, 3, 4, 5, 6, 8, 10, 11, 12, 16, 17, 18, 19, 22 and 23, cancellation of Article 7 and consequent re-numbering of the By-laws of Snam Rete Gas S.p.A..

Ordinary part

1. Financial Statements as at 31 December 2009, Consolidated Financial Statements as at 31 December 2009, Directors’ Report, Reports of the Board of Statutory Auditors and of the Independent Auditors.

2. Allocation of net income and payment of dividend.

3. Determination of the number of members of the Board of Directors.

4. Determination of the duration in office of the Directors.

5. Appointment of the Directors.

6. Appointment of the Chairman of the Board of Directors.

7. Determination of the Directors’ remuneration.

8. Appointment of the Statutory Auditors.

9. Appointment of the Chairman of the Board of Statutory Auditors.

10. Determination of the remuneration of the Chairman of the Board of Statutory Auditors and the effective Auditors.

11. Proposals justified by the Board of Statutory Auditors to the shareholders’ meeting for the revocation due to “objective�? just cause of the accounts auditing appointment granted to the firm PricewaterhouseCoopers S.p.A. and for the granting to the independent auditing firm Reconta Ernst & Young S.p.A. of the accounts auditing appointment for the accounting periods 2010 – 2018, in pursuance of Article 159, par. 2 of Italian Legislative Decree No. 58 dated 24 February 1998.

Participation in the shareholders’ meeting

In order to participate in the shareholders’ meeting, the communication issued by an authorized financial intermediary at least two business days before the date of the meeting on first call is required.

Additions to the agenda upon the request of the shareholders

Pursuant to Article 11 of the By-laws, shareholders who, also jointly, represent at least one fortieth of the share capital can request – within five days of publication of the notice of the shareholders’ meeting – to add other items to the agenda, indicating the matters proposed in the request. Integration is not permitted for matters on which the shareholders’ meeting resolves, in accordance with the law, upon proposal of the Board of Directors or on the basis of a project or a report drawn up by the same. The integrations admitted by the Board of Directors are disclosed at least ten days before the date set for the shareholders’ meeting, by means of a notice to be published according to Article 11 of the By-laws.

Appointment of the Directors and the Statutory Auditors

Pursuant to Articles 16 and 22 of the By-laws, the Directors and the Statutory Auditors will be appointed by list vote.

The lists of candidates can be presented by the shareholders who alone or together with other shareholders represent at least 1% of the shares with voting right at the ordinary shareholders’ meetings, as established by Consob under Resolution No. 17148 dated 27 January 2010.

The lists will have to be deposited at the Company’s head office at least fifteen days before the date set for the shareholders’ meeting on first call, therefore by 12 April 2010, and will at the same time be made public at the head office, Borsa Italiana S.p.A. and on the Company’s website. Each shareholder can present or participate in the presentation of just one list and vote for just one list. Each candidate may be present in just one list under penalty of ineligibility.

The lists shall be deposited together with the documentation regarding the identity of the shareholders who have presented the lists, with indication of the overall shareholding held, and a copy of the communication issued by the authorized financial intermediaries with whom the shares are deposited. The minority lists for the appointment of the Board of Statutory Auditors must be accompanied by the declaration of absence of the relationships envisaged by Article 144 quinquies of the Regulation no. 11971/99, issued by Consob. Article 144 sexies paragraph 5 of the Regulation no. 11971/99, issued by Consob, shall apply to the presentation of the minority lists. Shareholders are invited to take into consideration the recommendations issued by Consob through the Communication No. DEM/9017893 dated 26 February 2009, regarding the relationships between majority and minority lists.

The lists of candidates must be accompanied by the declarations concerning their independence qualifications, envisaged by Articles 147 ter and 148 paragraph 3 of Italian Legislative Decree No. 58/98. Shareholders are hereby invited to take into account, both for the candidates to the office of Director and Statutory Auditor, of the independence qualifications set in the Code of Conduct for Listed Companies issued by the Borsa Italiana S.p.A.. The candidates to the office of Directors must have the qualifications of integrity envisaged by the current legislation. The candidates to the office of Statutory Auditor must have the qualifications of integrity and professional experience envisaged by the Decree No. 162 dated 30 March 2000 issued by the Ministry of Justice, as provided by Article 22 of the By-laws.

Pursuant to Article 2400, last paragraph, of the Italian Civil Code, at the time of the appointment and before its acceptance, the appointments in management and control bodies in other companies held by the Statutory Auditors appointed must be disclosed to the shareholders’ meeting; the candidates are therefore invited to provide to the Company a list of said appointments in their curriculum vitae, and ensure the up-dating of the same until the day the shareholders’ meeting is held.

Within the aforesaid terms, each candidate shall accept his/her nomination and attest that no situation of ineligibility and incompatibility exists and that the qualifications required by the current legislation and the By-laws for the undertaking of the appointment are satisfied. The above mentioned declarations shall be filed with each list, together with the professional curriculum containing in-depth disclosure on the personal and professional characteristics of each candidate.


 

For any matters not expressly disciplined in this notice the current provisions shall apply.

Exercising votes by proxy

In order to facilitate the checking of their representative powers, those who intend to take part in the shareholders’ meeting as representing shareholders or other entitled parties may send the documentation proving their powers to Snam Rete Gas S.p.A.’s Corporate Affairs Office by mail, also in copy form, or by fax (fax No. ++ 39 02/52069232), at least two days before the date of the shareholders’ meeting on first call.

The proxy form for participation in the shareholders’ meeting so as to represent shareholders or other entitled parties, is included at the bottom of the communication issued by the authorized financial intermediary.

Information for the Shareholders

Snam Rete Gas subscribed and paid-in share capital amounts to Euro 3,570,768,494.00, represented by 3,570,768,494 ordinary shares with a par value of Euro 1.00 each. The shares are indivisible and each one gives the right to one vote, with the exception of the treasury shares held by the Company as of the date of the shareholders’ meeting.


 

The Board of Directors’ report on the proposals for each item in the shareholders’ meeting’s agenda and the related documentation will be filed at the Company’s head office and with Borsa Italiana S.p.A. (www.borsaitaliana.it) by 12 April 2010 and will remain available to the shareholders until the date when the shareholders’ meeting is held.

The above mentioned documentation, as well as this notice will be available on the website www.snamretegas.it

In consideration of the composition of the Company’s shareholding structure, the shareholders’ meeting should take place on first call.

Snam Rete Gas’s Corporate Affairs Office can be contacted for any further information on the following numbers: Tel. No. ++ 39 02/52069235; Fax No. ++ 39 02/52069232 or at the following e-mail address: segreteriasocietaria@snamretegas.it.

The experts, financial analysts and journalists who intend to take part in the shareholders’ meeting will have to send a specific request, by mail or fax, to Snam Rete Gas S.p.A.’s Corporate Affairs Office at least two days before the date of the meeting on first call.

Shareholders are kindly invited to present themselves earlier than the time the meeting will commence, so as to facilitate the admission procedures; the registration procedures will be carried out at the venue where the meeting is held, from 9.00 a.m. (CET) onwards.

for the BOARD OF DIRECTORS

The Chairman

Mr. Alberto Meomartini

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05 August 2016 - 15:42 CEST