Snam — AGM Information 2019

Feb 20, 2019

Informazione Regolamentata n. 0542-14-2019		Data/Ora Ricezione 20 Febbraio 2019 15:52:19	MTA
Societa'	:	SNAM SPA
Identificativo Informazione Regolamentata	:	114183
Nome utilizzatore	:	SNAMN03 - Palladino
Tipologia	:	3.1
Data/Ora Ricezione	:	20 Febbraio 2019 15:52:19
Data/Ora Inizio Diffusione presunta	:	20 Febbraio 2019 15:52:20
Oggetto	:	Extract of notice of call
Testo del comunicato

We send you the extract of notice of Call of Extraordinary and Ordinary Shareholders' Meeting of 2nd April 2019 that will be published tomorrow, 21st February, on the "Financial Times"

Snam S.p.A. Head Office: Piazza Santa Barbara, No. 7, San Donato Milanese (MI) Company share capital euro 2,735,670,475.56 fully paid up Tax Code and Milan, Monza Brianza and Lodi Chamber of Commerce Business Register n. 13271390158 R.E.A. Milan No. 1633443

EXTRACT OF THE CALL NOTICE CONVENING THE EXTRAORDINARY AND ORDINARY SHAREHOLDERS' MEETING

The ordinary and extraordinary sessions of the Shareholders' Meeting of Snam S.p.A. are convened, on a single call, on Tuesday, 02 April 2019, at 10:00 a.m. (CET), in San Donato Milanese (MI), Piazza Santa Barbara 7, to discuss and resolve on the following

Agenda

Extraordinary session

1. Proposal to cancel treasury shares in the Company's portfolio without reducing the share capital; consequent amendment of article 5.1 of the Company Bylaws. Related and consequent resolutions.

Ordinary session

• 1. Snam S.p.A financial statement as at 31 December 2018. Consolidated financial statements as at 31 December 2018. Reports of the Directors, the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions.
• 1. Allocation of the period's profits and dividend distribution.
• 1. Authorisation to purchase and dispose of treasury shares, subject to revocation of the authorization granted by the Ordinary Shareholders' Meeting of 24 April 2018, for the part not yet implemented.
• 1. Policy on remuneration pursuant to article 123-ter of Legislative Decree no. 58 of 24 February 1998.
• 1. Determination of the number of members of the Board of Directors.
• 1. Determination of the term of office of Directors.
• 1. Appointment of the members of the Board of Directors.
• 1. Appointment of the Chairman of the Board of Directors.
• 1. Determination of the remuneration of the members of the Board of Directors.
• 1. Appointment of the members of the Board of Statutory Auditors.
• 1. Appointment of the Chairman of the Board of Statutory Auditors.
• 1. Determination of the remuneration of the Chairman and the members of the Board of Statutory Auditors.

The information on:

• the right to attend and vote at the Shareholders' Meeting,
• the right to ask questions prior to the Shareholders' Meeting,
• the right to supplement the agenda and to put forward new proposals of resolutions on the agenda of the Shareholders' Meeting,
• the vote by proxy also through the Shareholders' Representative appointed by Snam S.p.A.,
• how to present the lists for the renewal of the corporate bodies,
• the availability of the full text of the proposals of resolutions, alongside the reports and documents to be submitted to the Shareholders' Meeting,
• the organisational aspects of the Shareholders' Meeting,

is included in the full notice of the Shareholders' Meeting, to which reference is made to, which is published on the Company's website at www.snam.it, ("Governance and Conduct - Shareholders' Meeting" section) and at the authorised storage mechanism "eMarket Storage" managed by Spafid Connect S.p.A. (). The documentation relating to the Shareholders' Meeting will be published according to law and using the same procedures.

The Chairman of the Board of Directors Mr Carlo Malacarne