Snam — AGM Information 2020

Dec 29, 2020

Informazione Regolamentata n. 0542-105-2020		Data/Ora Ricezione 29 Dicembre 2020 12:23:08	MTA
Societa'	:	SNAM SPA
Identificativo Informazione Regolamentata	:	140848
Nome utilizzatore	: SNAMN07 - Palladino
Tipologia	:	3.1
Data/Ora Ricezione	: 29 Dicembre 2020 12:23:08
Data/Ora Inizio Diffusione presunta	:	29 Dicembre 2020 12:23:09
Oggetto	:	Notice of call of Sharehorders Meeting
Testo del comunicato

We send you the notice of call of shareholders' meeting of 2 February 2021

Snam S.p.A. Registered Offices at Piazza Santa Barbara 7, San Donato Milanese (MI) Share capital 2,735,670,475.56 euros, fully paid-up Tax Code and Milan, Monza Brianza and Lodi Chamber of Commerce Business Register no. 13271390158 VAT Number 13271390158 R.E.A. Milan 1633443

CALL OF SHAREHOLDERS' MEETING

A Shareholders' Meeting of Snam S.p.A. ("Snam" or the "Company") has been called in extraordinary session, on single call, for Thursday 02 February 2021 at 10:00 a.m. (CET), in the manner specified below, to deliberate and resolve upon the following

Agenda

• 1. Proposed amendment to article 2 of the company Bylaws. Related and consequent resolutions.
• 1. Proposed amendment to article 12 of the company Bylaws. Related and consequent resolutions.
• 1. Proposed amendment to article 13 and article 24 of the company Bylaws. Related and consequent resolutions.

The date and/or place and/or participation and/or voting methods and/or manner by which the Shareholders' Meeting will be held indicated in this call notice shall be subject to compliance with current regulations and/or provisions issued by the competent Authorities in view of the current "COVID-19" epidemiological emergency.

Any changes will be promptly disclosed in the same manner as envisaged for the publication of the notice and/or in any case using the information channels envisaged by regulations in force at the time.

"COVID-19" emergency - Manner by which the Shareholders' Meeting will be held pursuant to Italian Decree Law no. 18 of 17 March 2020

In view of the health emergency linked to the current "COVID-19" epidemic and taking into account the measures to contain infections, the Company is making use of the provisions envisaged by Article 106, subsection 4 of Italian Decree Law no. 18 of 17 March 2020, setting out "Measures for strengthening the national healthcare service and economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency" (the effectiveness of which has been extended by Italian Decree Law no. 125 of 7 October 2020), establishing that the Shareholders' Meeting will be attended by those entitled to vote only through the designated representative of the company, pursuant to Article 135-undecies of Italian Legislative Decree no. 58 of 24 February 1998 (the "C.L.F.") - (hereinafter also referred to as the "Designated Representative") - as identified under the paragraph below entitled "Representation at the Shareholders' Meeting". Proxies may also be conferred upon the Designated Representative, or indeed sub-proxies, pursuant to Article 135-novies of the C.L.F., in derogation to Article 135undecies, subsection 4 of the same Decree, in the manner clarified below, in the paragraph entitled "Representation at the Shareholders' Meeting".

Without prejudice to the foregoing, intervention at the Shareholders' Meeting by those duly entitled (the Chairman, the Chief Executive Officer, the Chairman of the Board of Statutory Auditors, the other members of the Corporate Bodies, the Secretary, the Designated Representative, the Independent auditing firm and/or employees and/or collaborators authorised to this end by the Chairman), in view of the limitations that may arise as a result of said medical needs, can only take place through telecommunications devices that enable the identification of participants, in the way notified to them individually, in compliance with applicable provisions of law to such events, without the Chairman, the Secretary and the Notary necessarily needing to be in the same physical location. Considering the manner in which the Shareholders' Meeting is to be held, said meeting will be considered conventionally called and held at the Company's registered office in San Donato Milanese (MI) - Piazza Santa Barbara 7.

Information about the share capital

At the date of this call notice, the share capital of Snam S.p.A. is 2,735,670,475.56 euros and is divided up into 3,360,857,809 ordinary shares with no par value. As at the same date, the Company has 90,642,115 treasury shares, accounting for approximately 2.70 % of the share capital; therefore, excluding the specified treasury shares, 3,270,215,694 ordinary shares have the right to vote.

Verification of eligibility to participate and vote in the Meeting

Pursuant to Article 83-sexies of the C.L.F., those whose duly empowered (in accordance with applicable regulation) representatives have sent the Company notification attesting to their possession of the right to participate in the Meeting by the close of business on the seventh market trading day before the date set for the Shareholders' Meeting on single call (22 January 2021 record date) will be certified as eligible to participate in the Meeting and exercise the right to vote, exclusively through the Designated Representative. Those who take possession of shares only after the record date shall not have a right to participate or vote in the Meeting; in this case, if the registration of the shares in the account occurs before the start of the meeting, they shall be considered as not having contributed to the approval of the resolutions pursuant to Article 127-bis, subsection 2, of the CLF. Eligibility to participate and to vote - which can only take place through the Designated Representative - is still

certified if the notification reaches Snam by the end of the third market trading day (28 January 2021) before the date set for the Shareholders' Meeting on single call, as long as it is before the beginning of the business of the Meeting. You are reminded that the notification to Snam must be made by the intermediary at the request of the party entitled to the right. Any requests for prior notification or compensation for performance required of the intermediary may not be attributed to the Company.

Right to submit questions before to the Shareholders' Meeting

Pursuant to Article 127-ter of the C.L.F., those who have the right to vote may submit questions about subjects on the agenda even before the Shareholders' Meeting, having them reach the Company at the latest seven trading days prior to the Shareholders' Meeting date (i.e. by 22 January 2021), as follows (indicating as Ref.: "Questions February 2021 Shareholders' Meeting"): (i) by certified e-mail to snam.assemblea@pec.snam.it; or (ii) by e-mail to: segreteria.societaria@snam.it; or (iii) by using the appropriate section of the Company's website www.snam.it ("Governance and Conduct" - "Shareholders' Meeting" Section). The parties involved must provide information and documentation demonstrating ownership of the rights, in accordance with the procedures indicated on the website. Responses to the questions received by the deadline indicated will be published in said section of the website, by 31 January 2021. The Company will provide a unitary answer to questions having the same content. No answer is due when the information requested is already available in the "FAQ " section of the Company website www.snam.it ("Governance and Conduct" - "Shareholders' Meeting" section), or regarding topics which are not subject to resolution by the Shareholders' Meeting.

Additions to the agenda for the Shareholders' Meeting and proposals for resolution on the items on the Agenda by Shareholders holding at least 2.5% of the share capital (pursuant to Article 126-bis, subsection 1, first sentence of the C.L.F.)

Pursuant to Article 126-bis, subsection 1, first sentence, of the C.L.F., Shareholders who, even jointly, represent at least one fortieth of the share capital (2.5%) may request, within ten days of publication of this notice, to add to the list of items to be deliberated, indicating in that request the further matters proposed, or may present proposals for resolution on items already on the agenda. Questions must be submitted in writing (specifying as Ref. "Addition to Agenda February 2021 Shareholders' Meeting" and/or "Proposals for resolution February 2021 Shareholders' Meeting") by certified e-mail to snam.assemblea@pec.snam.it or by e-mail to: segreteria.societaria@snam.it together with a report which provides a description of new items requested for resolution or of the reasons for further proposals for resolution presented on items already on the Agenda. Further information is available in the appropriate section of the Company's website www.snam.it ("Governance and Conduct" – "Shareholders' Meeting" section).

Presentation of proposals for resolution by those entitled to vote (pursuant to Article 126-bis, subsection 1, penultimate sentence, C.L.F.)

Given that participation at the Shareholders' Meeting pursuant to this call notice is only permitted through the Designated Representative, those with the right to vote who wish to individually formulate proposals for resolution on the items on the Agenda - pursuant to Article 126-bis, subsection 1, penultimate sentence of the C.L.F. – are invited to submit them in advance, by 18 January 2021. Said proposals, which must be formulated clearly and completely, must be submitted in writing (specifying as Ref. "Individual proposals February 2021 Shareholders' Meeting") by certified e-mail to snam.assemblea@pec.snam.it or by e-mail to: segreteria.societaria@snam.it

Proposals for resolution will be published in the specific section of the Company's website www.snam.it ("Governance and Conduct" - "Shareholders' Meeting" section) by 20 January 2021, to allow those entitled to vote to express an informed vote, also taking into account such new proposals and to enable the Designated Representative to obtain voting instructions, also potentially on said proposals.

For the purpose of the foregoing, the Company reserves the right to verify the pertinence of the proposals in respect of the items on the Agenda, their completeness and compliance with applicable legislation and the legitimate entitlement of those making the proposals to do so.

Representation at the Shareholders' Meeting

In accordance with Article 106, subsection 4 of Italian Decree Law no. 18 of 17 March 2020, participation at the Shareholders' Meeting is only permitted through the Designated Representative.

With reference to the Shareholders' Meeting referred to in this call notice, the Company has identified the law firm Studio Legale Trevisan & Associati as the Designated Representative in accordance with Article 135-undecies of the C.L.F., with registered offices in Milan, Viale Majno n. 45, represented by Mr Dario Trevisan or any of his substitutes if he is unable to attend, to whom a specific proxy and/or sub-proxy must be conferred, alternatively pursuant to:

• Article 135-undecies of the C.L.F., by means of the "Designated Representative proxy form", or
• with Article 135-novies of the C.L.F., with the faculty to use the "Ordinary proxy form" and/or the "Subproxy form",

in the manner described below.

Votes cannot be cast electronically and/or by mail.

Proxy pursuant to Article 135-undecies C.L.F. ("proxy to the Designated Representative")

In accordance with Article 135-undecies of the C.L.F., a written proxy can be conferred upon the Designated Representative at no cost to the delegating party (apart from any postage costs), setting out instructions on how to vote on all or some of the proposals on the Agenda.

The proxy to the Designated Representative pursuant to Article 135-undecies of the C.L.F., must be conferred by

signing the specific "Designated Representative proxy form" made available in the appropriate section of the Company's website www.snam.it ("Governance and Conduct" - "Shareholders' Meeting" section) and the original copy, complete with the related written voting instructions and a copy of a valid form of ID of the delegating party and, in the case of a legal person, a copy of an identity document of the interim legal representative, or of another subject granted suitable powers, together with documentation showing the corporate powers (copy of a chamber of commerce certificate or similar), must be sent using one of the following alternative procedures:

• (i) for proxies with a hand-written signature, sent by courier or registered mail with proof of receipt, to Studio Legale Trevisan & Associati, Viale Majno no. 45 - 20122 Milan (Ref. "Proxy Snam Shareholders' Meeting February 2021");
• (ii) for proxies with a qualified electronic signature or ature, by certified email to the address: rappresentante-designato@pec.it

by the end of the second trading day before the date set for the Shareholders' Meeting (i.e. no later than 23:59 on 29 January 2021).

Proxies and related voting instructions conferred upon the Designated Representative pursuant to Article 135 undecies of the C.L.F. are revocable by said deadline (29 January 2021) in the same way as envisaged for conferral. Proxies have no effect on proposals for which no voting instructions have been provided.

Proxy and/or sub-proxy pursuant to Article 135-novies C.L.F. ("ordinary proxy" and/or "sub-proxy")

Those who choose not to use proxies pursuant to Article 135-undecies of the C.L.F. can confer proxies and/or subproxies on the Designated Representative pursuant to Article 135-novies of the C.L.F., in derogation from Article 135-undecies, subsection 4 of the C.L.F., by signing the Ordinary proxy form and/or the Sub-proxy form available in the specific section of the Company website www.snam.it ("Governance and Conduct" - "Shareholders' Meeting" Section), which, complete with the related written voting instructions and a copy of a valid form of ID of the delegating party and, in the case of a legal person, a copy of an identity document of the interim legal representative, or of another subject granted suitable powers, together with documentation showing the corporate powers (copy of a chamber of commerce certificate or similar), must be sent:

• (i) to the Company by certified email to: snam.assemblea@pec.snam.it, or by e-mail to: segreteria.societaria@snam.it; or, alternatively,
• (ii) to the Studio Legale Trevisan & Associati law firm, by mail, to: Viale Majno n. 45, 20122, Milan – Italy, or by certified e-mail to: rappresentantedesignato@pec.it or by e-mail to: rappresentantedesignato@trevisanlaw.it (Ref. "Proxy Snam February 2021 Shareholders' Meeting"),

by 12.00 noon on 01 February 2021 (without prejudice to the fact that the Designated Representative may accept proxies and/or sub-proxies and/or voting instructions even after this deadline, as long as prior to the start of the meeting).

Proxies and/or sub-proxies and related voting instructions conferred upon the Designated Representative pursuant to Article 135-novies of the C.L.F. are revocable by said deadline (01 February 2021) in the same way as envisaged for conferral.

All information on the regulations applicable to the Designated Representative system is available in the appropriate section of the Company's website www.snam.it ("Governance and Conduct" – "Shareholders' Meeting" Section). As of today, the Designated Representative will be available to Shareholders to provide necessary information and clarifications regarding the conferral of the proxy on the Designated Representative (in particular in regard to the completion of the proxy form and voting instructions and their submission) at the above addresses and/or via the freephone number: 800 134 679.

Requesting information and the Company website

For any additional information concerning the Shareholders' Meeting and the relevant procedures, please consult the Company's website www.snam.it ("Governance and Conduct" - "Shareholders' Meeting" Section) or write to the certified e-mail address snam.assemblea@pec.snam.it or to the email: segreteria.societaria@snam.it. The following are also in operation:

• Freephone number 800 360 243, valid within Italy;
• Telephone number +39 02 37000890.

Disclosure documentation

The explanatory report concerning the items on the agenda and the proposed Board resolutions will be made available at the same time as this notice at the Company's registered office, on the Company's website www.snam.it ("Governance and Conduct" - "Shareholders' Meeting" section) and at the authorised storage mechanism "eMarket Storage" ().

In compliance with the measures set to contain the current "COVID-19" health emergency issued by the competent authorities, the public is asked to avoid visiting the registered office to acquire the relevant documentation until such time as said measures are no longer in place.

For THE BOARD OF DIRECTORS The Chairman Mr Nicola Bedin