Snam — AGM Information 2023

Apr 3, 2023

Informazione Regolamentata n. 0542-16-2023		Data/Ora Ricezione 03 Aprile 2023 10:38:57	Euronext Milan
Societa'	:	SNAM
Identificativo Informazione Regolamentata	:	174615
Nome utilizzatore	:	SNAMN07 - Pezzoli
Tipologia	:	3.1
Data/Ora Ricezione	:	03 Aprile 2023 10:38:57
Data/Ora Inizio Diffusione presunta	:	03 Aprile 2023 10:38:58
Oggetto	:	Notice of Call of Shareholders' Meeting
Testo del comunicato

We send you Notice of Call of Shareholders' Meeting of 4 May 2023

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 ordinary session, on single call, for Thursday 4 May 2023 at 10.00 a.m. (CET), in the manner specified below, to deliberate and resolve upon the following

Agenda

• 1. Snam S.p.A financial statement as at 31 December 2022. Consolidated financial statements as at 31 December 2022. Reports of the Directors, the Board of Statutory Auditors and the Independent Auditing Firm. Related and consequent resolutions.
• 1. Allocation of the profits for the year and distribution of the dividend.
• 1. Authorisation to purchase and dispose of treasury shares, subject to revocation of the authorisation granted by the Ordinary Shareholders' Meeting of 27 April 2022, for the part not yet implemented. Related and consequent resolutions.
• 1. 2023-2025 Long term share incentive plan. Related and consequent resolutions.
• 1. 2023 Report on remuneration policy and compensation paid:
  2. 5.1 First section: report on the remuneration policy (binding resolution);
  3. 5.2 Second section: report on the compensation paid (non-binding resolution).

Procedure for holding the Shareholders' Meeting

The Company avails itself of the provisions envisaged by article 106, subsection 4 of Italian Decree Law no. 18 of 17 March 2020 (the effect of which has most recently been extended to shareholders' meetings held before 31 July 2023, by article 3, subsection 10-undecies, of Italian Decree Law no. 198 of 29 December 2022, setting out "Urgent provisions on legislative deadlines", as converted by Law no. 14 of 24 February 2023), providing that attendance at the Shareholders' Meeting and the exercise of voting rights by those entitled to vote may only take place through the Company's Designated Representative, 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 135-undecies, 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 an /or collaborators authorised to this end by the Chairman), can also (or only) take place through telecommunications devices that enable the identification of participants, in the way notified to them individually, 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. At the same date, the Company has 8,101,437 treasury shares, accounting for approximately 0.2 % of the share capital; therefore, at the date of this call notice, excluding the specified treasury shares, 3,352,756,372 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 (24 April 2023 record date) will be certified as eligible to participate in the Meeting and exercise the right to vote, exclusively through the Designated Representative. Credit and debit entries made on accounts after these terms are not relevant in terms of assuring the legitimate exercise of voting rights at the Shareholders' Meeting. 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 April 2023) 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 24 April 2023), as follows (indicating as Ref.: "Questions May 2023 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 02 May 2023. 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 (i.e. by 13 April 2023), 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 May 2023 Shareholders' Meeting" and/or "Proposals for resolution May 2023 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. The Agenda cannot be supplemented in relation to items on which, in accordance with the law, the Shareholders' Meeting resolves on proposal of the Directors or on the basis of a project or report prepared by them, other than those specified under Article 125-ter, subsection 1 of the C.L.F. 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 19 April 2023, so as to permit those entitled to vote to express their informed opinion, also taking these new proposals into account and to allow the Designated Representative to collect any voting instructions on the same. Said proposals, which must be formulated clearly and completely, must be submitted in writing (specifying as Ref. "Individual proposals May 2023 Shareholders' Meeting") by certified e-mail to snam.assemblea@pec.snam.it or by e-mail to: segreteria.societaria@snam.it.

The proposed resolutions presented within the aforementioned deadline will be published in the specific section of the Company's website www.snam.it ("Governance and Conduct" section - "Shareholders' Meetings") by 24 April 2023.

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, and subsequent amendments, 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
• Article 135-novies of the C.L.F., with the faculty to use the "Ordinary proxy form" and/or the "Sub-proxy 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")

The Designated Representative may be granted a written proxy pursuant to article 135-undecies of the CLF, at no cost to the delegating party (except for any postage costs), with voting instructions 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 May 2023");
• (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 11.59 p.m. on 2 May 2023).

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 (2 May 2023) 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 sub-proxies 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., with voting instructions on all or some of the items on the Agenda, 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 Shareholders' Meeting May 2023"),

by 12.00 noon on 3 May 2023 (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 until the start of the meeting works, 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 (during work days and hours).

2023 Report on remuneration policy and compensation paid

With reference to the 2023 report on remuneration policy and compensation paid as per the fifth item on the Agenda, please note that in accordance with the provisions of Article 123-ter of the C.L.F. - as amended by Italian Legislative Decree no. 49 of 10 May 2019, implementing Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (the "Shareholder Rights Directive II") - the Shareholders' Meeting is called:

• to pass a binding resolution on the first section of the report, which explains the Company's policy on the remuneration of the members of the Board of Directors and the Board of Statutory Auditors, the Chief Executive Officer and General Manager and Managers with strategic responsibilities, with reference to 2023 financial year, as well as the procedures used to adopt and implement said policy; and
• to pass a non-binding resolution on the second section of the report, which explains the compensation of the members of the Board of Directors and the Board of Statutory Auditors, the Chief Executive Officer and General Manager and Managers with strategic responsibilities (for the latter in aggregated form), paid in 2022 or relating thereto.

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 addresssnam.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 reports concerning the items on the Agenda, the corresponding documentation and the proposed Board resolutions will be made available, as per the terms set out in current legislation, at the Company's registered office, on the Company's website www.snam.it ("Governance and Conduct" - "Shareholders' Meetings" section) and at the authorised storage mechanism "eMarket Storage" ().

For THE BOARD OF DIRECTORS The Chairwoman Ms Monica de Virgiliis