MARCHETTI

Via Agnello n. 18 - 20121 – Milano

www. marchettilex.it

02 72021846

Index No. 18553 Folder No. 10214

Minutes of the Board of Directors of a listed company REPUBLIC OF ITALY

In the year 2025 (twenty twenty-five), on the 12 (twelfth) day of the month of December.

in Milan, at Via Agnello no. 18.

I, the undersigned Carlo Marchetti, notary in Milan, registered with the Board of Notaries of Milan, at the request - expressed through Mr Alessandro Zehentner, Chairman of the Board of Directors - of the listed joint stock Company

"Snam S.p.A."

with registered offices in San Donato Milanese (MI), at Piazza Santa Barbara no. 7, share capital 2,735,670,475.56 euros (fully paid in), tax code and Milan-Monza-Brianza-Lodi Business Register no. 13271390158, registered in the Economic and Administrative Register of Milan under no. 1633443 (the "Company" or "Snam"), hereby draw up and sign, with regard to item 5 (five) of the agenda pursuant to Article 2375 of the Italian Civil code, the minutes of the meeting of the Board of Directors of the aforementioned Company, duly called and held by means of telecommunication, on

10 (ten) December 2025 (twenty twenty-five)

in accordance with the call notice referred to below, to discuss and vote, inter alia, on item 5 (five) of the agenda which is also reproduced below.

Endorsing the request, I acknowledge that the aforementioned Board meeting – which I am attending as the Notary, connected from my office in Milan, Via Agnello n. 18 – takes place as reported below.

***

The meeting is chaired by Alessandro Zehentner (adequately identified) also for the aforementioned agenda item (as for the previous items), in his aforementioned capacity, pursuant to the Bylaws, who, at 10.02 a.m., connected in video conference, declares that the Board of Directors meeting has met to discuss and resolve also on the following

agenda

5. Amendment to Article 3, subsection 1 of the Bylaws of Snam S.p.A. Related and consequent resolutions.

Consequently, with the consent of those present, the Chairman has appointed me, the Notary, with regard to the discussion of item 5 (five) of the agenda, to draw up the minutes of the Board of Directors meeting, verifying and acknowledging that:

Article 15.1 of the company Bylaws allows, under the conditions established by law, participation at board meetings by means of telecommunications devices;

the meeting has been called with a notice sent on 5 December 2025 to all Directors and Statutory Auditors pursuant to Article 15 of the Company Bylaws;
Article 12 (twelve) of the current Bylaws grants the Board of Directors the power to decide on the transfer of the registered office within the national territory;
the following are in attendance by means of telecommunications devices in accordance with the Bylaws:
in addition to the Chairman, directors Agostino Scornajenchi (Chief Executive Officer), Laura Cavatorta, Esedra Chiacchella, Augusta Iannini, Piero Manzoni, Andrea Mascetti, Piero Manzoni, Paola Panzeri and Qinjing Shen;
Statutory Auditors Mauro Lonardo (Chairman of the Board of Statutory Auditors), Antonella Bientinesi and Maurizio Dallocchio;
with the unanimous consent of those present, Umberto Baldi, Chief Legal Officer and Secretary of the Board of Directors, and Stefano Sperzagni, Associate General Counsel Corporate Affairs, also attend in the same manner.

The Chairman, having verified the identity and legitimacy of those present and ascertained that all the formalities required by law and the Bylaws have been fulfilled, then once again declares the meeting to be validly constituted and able to deliberate on item no. 5 (five) of the agenda reproduced above.

***

Moving on to the discussion of this item, at the invitation of the Chairman, the Chief Executive Officer proposes to amend, with effect from 1 (one) January 2026 (two thousand and twenty-six) (the "Effective Date"), Article 3 (three) of the current Bylaws providing for the transfer of the registered office from San Donato Milanese, Piazza Santa Barbara no. 7, to Milan, Via Vezza d'Oglio no. 6.

***

Having heard the Chief Executive Officer's proposals, The Board of Directors, with a vote by roll call, unanimously resolves

1 1.) to transfer, with effect from the Effective Date, the registered office of the Company from San Donato Milanese, Piazza Santa Barbara no. 7, to Milan, Via Vezza d'Oglio no. 6;
2 2.) to amend accordingly the first subsection of Article 3 (three) of the current Bylaws as follows:
"3.1 The Company shall have its registered office at Via Vezza d'Oglio, no. 6, Milan.", with the rest of Article 3 (three) remaining unchanged.

The Board of Directors unanimously

delegates and authorises

the administrative body in office at the time, and on its behalf the interim legal representatives, each acting severally, to make to the text of these minutes, to the resolution contained herein and to the Bylaws attached hereto, any amendments, deletions and/or additions that may be required by the competent authorities, including for registration with the competent Business Register, as well as to carry out any further formalities resulting from the aforementioned transfer of the registered office to any public or private office, and to implement, more generally, any fulfilment resulting from the above resolution, with particular reference to (i) the motor vehicles, as listed in the document attached to these minutes as "A", and (ii) the shareholdings in Italian and/or foreign companies and/or entities, as listed in the document attached to these minutes as "B".

The Board of Directors, lastly,

acknowledges

that, following the above resolution, the new text of the Bylaws shall be, with effect from the Effective Date, subject to the registration of the above resolutions with the competent Business Register, the one attached to these minutes as "C", including for the purposes of filing with the competent Business Register.

The Chairman announces the result and, having addressed item 5 (five) on the agenda, continues the discussion of the remaining items, as minuted separately. It is 10.08 a.m.

ese minutes are signed by me at 4.40 p.m.

consists of two sheets typed by a person I trust and completed by my own hand for five pages and the sixth up until here. Signed Carlo Marchetti - Notary

Digital copy, true to the original hard copy, pursuant to art. 22, Legislative Decree No. 82, 7 March 2005, filed within the deadline required by the Milan-Monza-Brianza-Lodi Business Register Signed Carlo Marchetti

Milan, 15 December 2025

Fulfilled pursuant to the decree of 22 February 2007 via M.U.I.

Annex "A" to index no. 18553/folder no. 10214

	Comp. Equipment Registration plate KM Tracking Equipment Status Technical item definition			Vehicle type Fuel type	Secondary Cost centre Fuel Type	Cost Centre Description		Location Utilisation code	Chassis Vehicle PO	Segment	Emission class	Engine power unit		Replacement Current KM	Date of last KM Tracking refuelling Update Date	Tracking Tracking System Status Activation Date Deactivation
SH01 61000010699 GM722TW	Effective	AUDI Q3	CARS	PETROL	322052	CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	03.04.2023 WAUZZZF39P11086547700075421 10	MIXED USE EURO 6 88		KW	NO	57908	29/12/2024	Date AVAIL
SH01 61000010659 GG776SR SH01 61000010655 GG775SR	Effective Effective	AUDI Q3 AUDI Q3	CARS CARS	PETROL PETROL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	27.04.2022 WAUZZZF35N10898397700067619 10 27.04.2022 WAUZZZF35N10908147700068740 10	MIXED USE EURO 6 88 MIXED USE EURO 6 88		KW KW	NO NO	89209 28000	07/09/2024 31/12/2024	AVAIL AVAIL
SH01 61000010108 GB221YS SH01 61000010019 FZ825YL	Effective Effective	VEHICLE FOR MIXED USE 1.5 TG1 130HP SALOONCARS LEON 5P STYLE 1.4 TGI 110 HP	CARS	PETROL PETROL	METHANE 352022 METHANE 334005	Facility & Fleet Man Industrial Asset Technician		S111800 Operational Vehicle S200080 Operational Vehicle	28.09.2020 VSSZZZ5FZLR097294 7700058452 10 03.07.2020 VSSZZZ5FZLR096692 7700055758 30	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	42439 10996	06/06/2022 16/03/2022	AVAIL AVAIL
SH01 61000010017 GB212YS SH01 61000010018 FZ847YL	Effective Effective	LEON 5P STYLE 1.4 TGI 110 HP LEON 5P STYLE 1.4 TGI 110 HP	CARS CARS	PETROL PETROL	METHANE 334005 METHANE 334005	Industrial Asset Technician Industrial Asset Technician		S200080 Operational Vehicle S200080 Operational Vehicle	28.09.2020 VSSZZZ5FZLR098735 7700055758 10 03.07.2020 VSSZZZ5FZLR096178 7700055758 20	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	9906 15708	07/03/2022 22/04/2022	AVAIL AVAIL
SH01 61000010042 FZ823YL	Effective	LEON STATION WAGON STYLE 1.5 TGI 130 HP CARS		PETROL	METHANE 352021	GlobSec&CybDef		S111727 Operational Vehicle	03.07.2020 VSSZZZ5FZLR092817 7700055385 10	A	EURO 6 85	KW	NO	25519	15/02/2023	AVAIL
SH01 61000010044 GB883YL SH01 61000009841 FZ839YL	Effective Effective	VEHICLE FOR MIXED USE 1.5 TG1 130HP SWAGONCARS LEON STATION WAGON STYLE 1.5 TGI 130 HP CARS		PETROL PETROL	METHANE 410020 METHANE 366000	People BUAIT & Green Biomethane		S200022 Operational Vehicle S200019 Operational Vehicle	31.07.2020 VSSZZZ5FZLR095889 7700055741 10 03.07.2020 VSSZZZ5FZLR091787 7700055076 10	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	49125 40050	17/12/2023 31/12/2023	AVAIL AVAIL
SH01 61000009870 FZ824YL SH01 61000009207 FX416LH	Effective Effective	LEON STATION WAGON STYLE 1.5 TGI 130 HP CARS VEHICLE FOR MIXED USE 1.4 TG1 110HP SWAGONCARS		PETROL PETROL	METHANE 366000 METHANE 332013	Biomethane SEP Invest		S200019 Operational Vehicle S140112 Operational Vehicle	03.07.2020 VSSZZZ5FZLR092249 7700056207 10 25.07.2019 VSSZZZ5FZKR125612 7700050379 10	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	42884 42182	20/09/2023 02/07/2023	AVAIL AVAIL
SH01 61000009522 FY956NV SH01 61000009341 FY091NP	Effective Effective	LEON 5P STYLE 1.4 TGI 110 HP LEON STATION WAGON STYLE 1.4 TGI 110 HP CARS	CARS	PETROL PETROL	METHANE 413001 METHANE 334032	Remote control and cables O&M Optimis.		S413001 Operational Vehicle S200003 Operational Vehicle	09.12.2019 VSSZZZ5FZLR040378 7700051402 10 22.11.2019 VSSZZZ5FZLR036808 7700050963 30	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	3064 18023	26/01/2021 25/10/2021	AVAIL AVAIL
SH01 61000009339 FY955NV	Effective	LEON STATION WAGON STYLE 1.4 TGI 110 HP CARS		PETROL	METHANE 334032	O&M Optimis.		S200003 Operational Vehicle	09.12.2019 VSSZZZ5FZLR037846 7700050963 10	A	EURO 6 85	KW	NO	20000	25/10/2021	AVAIL
SH01 61000009340 FY079NP SH01 61000009230 FX417LH	Effective Effective	LEON STATION WAGON STYLE 1.4 TGI 110 HP CARS LEON 5P STYLE 1.4 TGI 110 HP	CARS	PETROL PETROL	METHANE 334032 METHANE 332010	O&M Optimis. Health, Saf, En & Q		S200003 Operational Vehicle S140112 Operational Vehicle	22.11.2019 VSSZZZ5FZLR035680 7700050963 20 25.07.2019 VSSZZZ5FZKR135282 7700050509 20	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	14786 28588	18/11/2021 28/11/2023	AVAIL AVAIL
SH01 61000009229 FX418LH SH01 61000009231 FX419LH	Effective Effective	LEON 5P STYLE 1.4 TGI 110 HP LEON 5P STYLE 1.4 TGI 110 HP	CARS CARS	PETROL PETROL	METHANE 332010 METHANE 332010	Health, Saf, En & Q Health, Saf, En & Q		S140112 Operational Vehicle S140112 Operational Vehicle	25.07.2019 VSSZZZ5FZKR135121 7700050509 10 25.07.2019 VSSZZZ5FZKR135402 7700050509 30	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	1 25613	19/04/2023 13/02/2024	AVAIL AVAIL
SH01 61000009572 FZ822YL	Effective	LEON STATION WAGON STYLE 1.4 TGI 110 HP CARS		PETROL	METHANE 352035	RESINV		S111800 Operational Vehicle	03.07.2020 VSSZZZ5FZLR084035 7700051632 10	A	EURO 6 85	KW	NO	22880	09/12/2021	AVAIL
SH01 61000009728 FX415LH SH01 61000009729 FX628LK	Effective Effective	VEHICLE FOR MIXED USE 1.4 TG1 110HP SWAGONCARS VEHICLE FOR MIXED USE 1.4 TG1 110HP SWAGONCARS		PETROL PETROL	METHANE 431005 METHANE 410040	LNG Termiin&Shipping Energy Eff. Devel		S200090 Vehicle for mixed use S200046 Vehicle for mixed use	25.07.2019 VSSZZZ5FZKR125067 7700050471 10 01.08.2019 VSSZZZ5FZKR125502 7700050490 10	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	56160 213500	27/06/2022 29/02/2024	AVAIL AVAIL
SH01 61000009766 FY963NV SH01 61000009767 FY957NV	Effective Effective	LEON 5P STYLE 1.4 TGI 110 HP LEON 5P STYLE 1.4 TGI 110 HP	CARS CARS	PETROL PETROL	METHANE 332013 METHANE 332013	SEP Invest SEP Invest		S140112 Operational Vehicle S140112 Operational Vehicle	09.12.2019 VSSZZZ5FZLR040531 7700052292 10 09.12.2019 VSSZZZ5FZLR040512 7700052292 20	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	45211 28143	14/12/2022 05/12/2022	AVAIL AVAIL
SH01 61000009828 FY958NV SH01 61000010126 GC610VS	Effective Effective	LEON 5P STYLE 1.4 TGI 110 HP VEHICLE FOR MIXED USE 1.5 TG1 130HP SALOONCARS	CARS	PETROL PETROL	METHANE 351012 METHANE 410020	Comunic Media Relat People BUAIT & Green		S111129 Operational Vehicle S200022 Vehicle for mixed use	09.12.2019 VSSZZZ5FZLR042517 7700052033 10 14.12.2020 VSSZZZ5FZLR097248 7700060838 10	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	33000 32000	14/07/2023 12/03/2022	AVAIL AVAIL
SH01 61000010114 GG848GK	Effective	SEAT ARONA 1.0 TGI 90 HP	CARS	PETROL	METHANE 332010	Health, Saf, En & Q		S140112 Operational Vehicle	15.11.2021 VSSZZZKJZNR030177 7700060350 20	A	EURO 6 85	KW	NO			AVAIL
SH01 61000010113 GC611VS SH01 61000010374 GG813SE	Effective Effective	LEON 5P STYLE 1.4 TGI 110 HP SEAT ARONA 1.0 TGI 90 HP	CARS CARS	PETROL PETROL	METHANE 332010 METHANE 352022	Health, Saf, En & Q Facility & Fleet Man		S140112 Operational Vehicle S111800 Operational Vehicle	14.12.2020 VSSZZZ5FZLR097350 7700060350 10 08.02.2022 VSSZZZKJZNR060478 7700064519 50	A A	EURO 6 85 EURO 6 85	KW KW	NO NO	10047	17/11/2021	AVAIL AVAIL
SH01 61000010373 GG849GK SH01 61000010371 GG839GK	Effective Effective	SEAT ARONA 1.0 TGI 90 HP SEAT ARONA 1.0 TGI 90 HP	CARS CARS	PETROL PETROL	METHANE 410020 METHANE 410020	People BUAIT & Green People BUAIT & Green		S200022 Operational Vehicle S200022 Vehicle for mixed use	15.11.2021 VSSZZZKJZNR031334 7700064519 40 15.11.2021 VSSZZZKJZNR031340 7700064519 20	A A	EURO 6 85 EURO 6 85	KW KW	NO NO			AVAIL AVAIL
SH01 61000010372 GG838GK	Effective	SEAT ARONA 1.0 TGI 90 HP	CARS	PETROL	METHANE 410020	People BUAIT & Green		S200022 Operational Vehicle	15.11.2021 VSSZZZKJZNR030132 7700064519 30	A	EURO 6 85	KW	NO			AVAIL
SH01 61000010403 GG814SE SH01 61000010677 GG411SK	Effective Effective	LEON 5P STYLE 1.4 TGI 110 HP LEON 5P STYLE 1.4 TGI 110 HP	CARS CARS	PETROL PETROL	METHANE 334032 METHANE 310022	O&M Optimis. Administrative Serv.		S200003 Operational Vehicle S200004 Operational Vehicle	08.02.2022 VSSZZZKLZNR035642 7700067621 10 23.03.2022 VSSZZZKLZNR037111 7700072502 10	A A	EURO 6 85 EURO 6 85	KW KW	NO NO			AVAIL AVAIL
SH01 61000010494 GG829SE SH01 61000010466 GG847GK	Effective Effective	LEON 5P STYLE 1.4 TGI 110 HP SEAT ARONA 1.0 TGI 90 HP	CARS CARS	PETROL PETROL	METHANE 332010 METHANE 410011	Health, Saf, En & Q Proj Control BUAIT		S140112 Operational Vehicle S111322 Operational Vehicle	08.02.2022 VSSZZZKLZNR035782 7700070890 10 15.11.2021 VSSZZZKJZNR029808 7700063308 20	A A	EURO 6 85 EURO 6 85	KW KW	NO NO			AVAIL AVAIL
SH01 61000010469 GG854GK	Effective	SEAT ARONA 1.0 TGI 90 HP	CARS	PETROL	METHANE 410011	Proj Control BUAIT		S111322 Operational Vehicle	15.11.2021 VSSZZZKJZNR030206 7700063308 50	A	EURO 6 85	KW	NO			AVAIL
SH01 61000010471 GG855GK SH01 61000010473 GG843GK	Effective Effective	SEAT ARONA 1.0 TGI 90 HP SEAT ARONA 1.0 TGI 90 HP	CARS CARS	PETROL PETROL	METHANE 410011 METHANE 410011	Proj Control BUAIT Proj Control BUAIT		S111322 Operational Vehicle S111322 Operational Vehicle	15.11.2021 VSSZZZKJZNR029232 7700063308 70 15.11.2021 VSSZZZKJZNR031315 7700063308 90	A A	EURO 6 85 EURO 6 85	KW KW	NO NO			AVAIL AVAIL
SH01 61000010474 GG842GK SH01 61000010470 GG837GK	Effective Effective	SEAT ARONA 1.0 TGI 90 HP SEAT ARONA 1.0 TGI 90 HP	CARS CARS	PETROL PETROL	METHANE 410011 METHANE 410011	Proj Control BUAIT Proj Control BUAIT		S111322 Operational Vehicle S111322 Operational Vehicle	15.11.2021 VSSZZZKJZNR030185 7700063308 100 15.11.2021 VSSZZZKJZNR029532 7700063308 60	A A	EURO 6 85 EURO 6 85	KW KW	NO NO			AVAIL AVAIL
SH01 61000010472 GG844GK SH01 61000010467 GG846GK	Effective Effective	SEAT ARONA 1.0 TGI 90 HP SEAT ARONA 1.0 TGI 90 HP	CARS CARS	PETROL PETROL	METHANE 410011 METHANE 410011	Proj Control BUAIT Proj Control BUAIT		S111322 Operational Vehicle S111322 Operational Vehicle	15.11.2021 VSSZZZKJZNR030347 7700063308 80 15.11.2021 VSSZZZKJZNR029754 7700063308 30	A A	EURO 6 85 EURO 6 85	KW KW	NO NO			AVAIL AVAIL
SH01 61000010475 GG841GK	Effective	SEAT ARONA 1.0 TGI 90 HP	CARS	PETROL	METHANE 410011	Proj Control BUAIT		S111322 Operational Vehicle	15.11.2021 VSSZZZKJZNR030297 7700063308 110	A	EURO 6 85	KW	NO			AVAIL
SH01 61000010468 GG845GK SH01 61000010476 GG840GK	Effective Effective	SEAT ARONA 1.0 TGI 90 HP SEAT ARONA 1.0 TGI 90 HP	CARS CARS	PETROL PETROL	METHANE 410011 METHANE 410011	Proj Control BUAIT Proj Control BUAIT		S111322 Operational Vehicle S111322 Operational Vehicle	15.11.2021 VSSZZZKJZNR029736 7700063308 40 15.11.2021 VSSZZZKJZNR030125 7700063308 120	A A	EURO 6 85 EURO 6 85	KW KW	NO NO			AVAIL AVAIL
SH01 61000010465 GG836GK SH01 61000010733 GM138VD	Effective Effective	SEAT ARONA 1.0 TGI 90 HP LEON 5P STYLE 1.4 TGI 110 HP	CARS CARS	PETROL PETROL	METHANE 410011 METHANE 322085	Proj Control BUAIT People Dev&Snam Inst	111914	S111322 Operational Vehicle Operational Vehicle	15.11.2021 VSSZZZKJZNR029814 7700063308 10 03.05.2023 VSSZZZKL1PR044859 7700078486 10	A A	EURO 6 85 EURO 6 85	KW KW	NO NO			AVAIL AVAIL
SH01 61000010658 GG014SK	Effective	A6 SW	CARS	DIESEL	METHANE 322052	CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	15.03.2022 WAUZZZF2XNN0291217700067400 10	MIXED USE EURO 6 77		KW	NO	119707	07/12/2023	AVAIL
SH01 61000010657 GG012SK SH01 61000009840 FZ275EK	Effective Effective	A6 SW IBIZA TGI 90HP	CARS CARS	DIESEL PETROL	METHANE 322052 METHANE 470001	CAR FOR EXECUTIVES Decarb Technical Solution		S200023 Vehicle for mixed use S200053 Operational Vehicle	15.03.2022 WAUZZZF21NN0303217700068740 30 07.02.2020 VSSZZZKJZLR069108 7700055204 10	MIXED USE EURO 6 77 B	EURO 6 59	KW KW	NO NO	24392 6680	17/09/2024 23/09/2021	AVAIL AVAIL
SH01 61000009748 FX627LK SH01 61000009747 FX626LK	Effective Effective	IBIZA TGI 90HP IBIZA TGI 90HP	CARS CARS	PETROL PETROL	METHANE 332013 METHANE 366000	SEP Invest Biomethane		S140112 Operational Vehicle S200019 Operational Vehicle	01.08.2019 VSSZZZKJZKR212979 7700050562 20 01.08.2019 VSSZZZKJZKR210245 7700050562 10	B B	EURO 6 59 EURO 6 59	KW KW	NO NO	1 1	19/09/2023 12/12/2023	AVAIL AVAIL
SH01 61000009775 FX674LP SH01 61000009778 FX673LP	Effective Effective	IBIZA TGI 90HP IBIZA TGI 90HP	CARS CARS	PETROL PETROL	METHANE 323021 METHANE 323021	Program. infra. Program. infra.	112109 112109	Operational Vehicle Operational Vehicle	12.09.2019 VSSZZZKJZLR016248 7700051601 10 12.09.2019 VSSZZZKJZLR016016 7700051601 40	B B	EURO 6 59 EURO 6 59	KW KW	NO NO	15517 11005	20/09/2023 18/12/2023	AVAIL AVAIL
SH01 61000009776 FX675LP	Effective	IBIZA TGI 90HP	CARS	PETROL	METHANE 323021	Program. infra.	112109	Operational Vehicle	12.09.2019 VSSZZZKJZLR016339 7700051601 20	B	EURO 6 59	KW	NO	189	10/02/2020	AVAIL
SH01 61000009777 FX676LP SH01 61000009779 FX677LP	Effective Effective	IBIZA TGI 90HP IBIZA TGI 90HP	CARS CARS	PETROL PETROL	METHANE 323021 METHANE 323021	Program. infra. Program. infra.	112109 112109	Operational Vehicle Operational Vehicle	12.09.2019 VSSZZZKJZLR016390 7700051601 30 12.09.2019 VSSZZZKJZLR018623 7700051601 50	B B	EURO 6 59 EURO 6 59	KW KW	NO NO	7945 184	19/02/2024 15/10/2019	AVAIL AVAIL
SH01 61000009780 FX678LP SH01 61000009824 FY090NP	Effective Effective	IBIZA TGI 90HP IBIZA TGI 90HP	CARS CARS	PETROL PETROL	METHANE 323021 METHANE 333112	Program. infra. GOV. SIC. ICT-ITEC	112109	Operational Vehicle S111127 Operational Vehicle	12.09.2019 VSSZZZKJZLR020722 7700051601 60 22.11.2019 VSSZZZKJZLR066872 7700052113 10	B B	EURO 6 59 EURO 6 59	KW KW	NO NO	1926 120000	01/12/2021 11/04/2022	AVAIL AVAIL
SH01 61000010375 GD967XW	Effective	IBIZA TGI 90HP	CARS	PETROL	METHANE 352022	Facility & Fleet Man		S111800 Operational Vehicle	19.05.2021 VSSZZZKJZMR163370 7700064519 60	B	EURO 6 59	KW	NO	14000	09/01/2024	AVAIL
SH01 61000001967 FV879YX SH01 61000009833 FZ703PR	Effective Effective	TOYOTA C-HR GRAND CHEROKEE LIMITED 3.0 250 HP 4X4 CARS	CARS	PETROL DIESEL	METHANE 570185 METHANE 322052	CAR FOR EXEC. (GREENTURE) S200001 Operational Vehicle CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	09.10.2019 NMTKZ3BX60R236996 05.12.2019 1C4RJFBM5KC5830587700054206 10	B MIXED USE EURO 6 184	EURO 6 57	KW KW	NO NO	154076 1	19/10/2015 20/05/2024	AVAIL AVAIL
SH01 61000009819 GA594NR SH01 61000010062 GB226ZX	Effective Effective	GIULIA VELOCE TI 2.0 TURBO 280 HP AT8 Q4 CARS Alfa Romeo Stelvio	CARS	PETROL DIESEL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	10.02.2020 ZAREAFDN0L7628847 7700053477 30 28.09.2020 ZARPAHBN3L7C964597700057955 10	MIXED USE EURO 6 180 MIXED USE EURO 6 132		KW KW	NO NO	170000 33315	28/04/2021 28/11/2024	AVAIL AVAIL
SH01 61000010109 GD333MN SH01 61000010026 GC570YL	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL DIESEL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	15.01.2021 ZARPAHBN5L7D055827700059677 10 12.11.2020 ZARPAHBN2L7D018457700057464 10	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	87260 38700	06/02/2023 20/12/2024	AVAIL AVAIL
SH01 61000010024 GD369JY	Effective	Alfa Romeo Stelvio	CARS	PETROL	METHANE 322052	CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	22.12.2020 ZARPAHBN9L7D025417700057460 10	MIXED USE EURO 6 132		KW	NO	70325	26/12/2024	AVAIL
SH01 61000010027 GC888YL SH01 61000010016 GB712TT	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL DIESEL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	23.11.2020 ZARPAHBN7L7D020367700057464 20 11.09.2020 ZARPAHBN7L7C938867700056775 10	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	78542 163486	22/08/2024 18/06/2021	AVAIL AVAIL
SH01 61000010169 GF481RG SH01 61000009845 GB242DY	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL PETROL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	14.05.2021 ZARPAHBN6M7D155417700063717 10 10.06.2020 ZARPAHBN0L7C861337700054946 10	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	43317 31228	21/03/2024 29/09/2024	AVAIL AVAIL
SH01 61000009844 GB243DY	Effective	Alfa Romeo Stelvio	CARS	PETROL	METHANE 322052	CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	10.06.2020 ZARPAHBN6L7C868817700055079 10	MIXED USE EURO 6 132		KW	NO	69830	19/11/2020	AVAIL
SH01 61000010106 GD335MN SH01 61000009827 GA591NR	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL PETROL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	15.01.2021 ZARPAHBN6L7D063227700059630 10 10.02.2020 ZARPAHBN3L7C821907700053800 30	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	63400 92245	02/04/2024 04/09/2024	AVAIL AVAIL
SH01 61000009805 FY627PZ SH01 61000009807 FY622PZ	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	DIESEL DIESEL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	31.10.2019 ZARPAHPN5K7C723957700053472 20 31.10.2019 ZARPAHPNXK7C723617700053472 40	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	85002 728030	19/10/2024 21/08/2023	AVAIL AVAIL
SH01 61000009811 GA589NR SH01 61000009814 GA587NR	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL PETROL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	10.02.2020 ZARPAHBN8L7C821847700053475 40 10.02.2020 ZARPAHBNXL7C815997700053475 70	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	83040 95552	29/12/2024 26/12/2024	AVAIL AVAIL
SH01 61000009806 FY620PZ	Effective	Alfa Romeo Stelvio	CARS	DIESEL	METHANE 322052	CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	31.10.2019 ZARPAHPN4K7C723107700053472 30	MIXED USE EURO 6 132		KW	NO	98107	25/06/2024	AVAIL
SH01 61000009808 GA588NR SH01 61000009809 GA585NR	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL PETROL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	10.02.2020 ZARPAHBN4L7C819717700053475 10 10.02.2020 ZARPAHBN6L7C819557700053475 20	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	94900 490890	28/12/2024 01/12/2022	AVAIL AVAIL
SH01 61000010119 GC799NV SH01 61000010130 GD334MN	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL PETROL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	30.10.2020 ZARPAHBN9L7C996427700058711 20 15.01.2021 ZARPAHBN5L7D063897700059657 10	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	80169 96630	29/12/2024 05/11/2024	AVAIL AVAIL
SH01 61000010353 GF479RG SH01 61000010217 GG918AB	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL PETROL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	14.05.2021 ZARPAHBN9M7D139627700063016 10 16.06.2021 ZARPAHBN4M7D208977700064964 10	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	110700 51894	23/11/2024 03/04/2024	AVAIL AVAIL
SH01 61000010381 GG468AC	Effective	Alfa Romeo Stelvio	CARS	PETROL	METHANE 322052	CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	29.06.2021 ZARPAHBN8M7D155397700063803 10	MIXED USE EURO 6 132		KW	NO	68359	24/12/2024	AVAIL
SH01 61000010406 GG852FX SH01 61000010534 GJ668AC	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL PETROL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	30.07.2021 ZARPAHBN4M7D232037700066126 10 01.02.2022 ZARPAHDN1N7D375747700070331 10	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	111160 60168	06/08/2024 23/12/2024	AVAIL AVAIL
SH01 61000010661 GJ512HW SH01 61000010506 GJ663AC	Effective Effective	Alfa Romeo Stelvio Alfa Romeo Stelvio	CARS CARS	PETROL PETROL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	22.03.2022 ZARPAHDN2N7D431257700071761 10 01.02.2022 ZARPAHDN0N7D370647700070473 10	MIXED USE EURO 6 132 MIXED USE EURO 6 132		KW KW	NO NO	81445 414551	30/12/2024 23/12/2024	AVAIL AVAIL
SH01 61000010489 GJ698EL	Effective	Alfa Romeo Stelvio	CARS	PETROL	METHANE 322052	CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	23.02.2022 ZARPAHDN4N7D392687700071068 10	MIXED USE EURO 6 132		KW	NO	40385	29/12/2024	AVAIL
SH01 61000010479 GG319WE SH01 61000008798 FN042MC	Effective Effective	Alfa Romeo Stelvio FIAT 500X 2.0 Mjet 140HP 4x4	CARS CARS	PETROL DIESEL	METHANE 322052 410011	CAR FOR EXECUTIVES Proj Control BUAIT		S200023 Vehicle for mixed use S111322 Operational Vehicle	15.11.2021 ZARPAHBN4M7D327127700069271 10 12.02.2018 ZFA3340000P648134 7700043778 10	MIXED USE EURO 6 132 FST SUV 1	EURO 6 103	KW KW	NO NO	21438 21270	30/12/2024 23/08/2022	AVAIL AVAIL
SH01 61000010408 GG348FX SH01 61000010409 GG637FX	Effective Effective	JEEP COMPASS 4X2 JEEP COMPASS 4X2	CARS CARS	DIESEL DIESEL	METHANE 410020 METHANE 352022	People BUAIT & Green Facility & Fleet Man		S200022 Vehicle for mixed use S111716 Vehicle for mixed use	30.07.2021 ZACNJEBS5MPR631957700067218 10 30.07.2021 ZACNJEBS9MPR630997700067218 20	FST SUV 1 FST SUV 1	EURO 6 103 EURO 6 103	KW KW	NO NO	69700	05/02/2022	AVAIL AVAIL
SH01 61000010402 GG245PY	Effective	JEEP COMPASS 4X2	CARS	DIESEL	METHANE 322052	CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	19.10.2021 ZACNJEBSXMPR680677700067557 10	FST SUV 1	EURO 6 103	KW	NO	46800	27/12/2024	AVAIL
SH01 61000010547 GJ697EL SH01 61000010533 GJ666AC	Effective Effective	JEEP COMPASS 4X2 JEEP COMPASS 4X2	CARS CARS	DIESEL DIESEL	METHANE 410020 METHANE 322052	People BUAIT & Green CAR FOR EXECUTIVES		S200022 Vehicle for mixed use S200023 Vehicle for mixed use	23.02.2022 ZACNJEBS1NPR888697700071225 10 01.02.2022 ZACNJEBS5NPR858007700070108 10	FST SUV 1 FST SUV 1	EURO 6 103 EURO 6 103	KW KW	NO NO	19170 70317	07/01/2024 22/10/2024	AVAIL AVAIL
SH01 61000010491 GJ653AC SH01 61000010480 GJ665AC	Effective Effective	JEEP COMPASS 4X2 JEEP COMPASS 4X2	CARS CARS	DIESEL DIESEL	METHANE 322052 METHANE 322052	CAR FOR EXECUTIVES CAR FOR EXECUTIVES		S200023 Vehicle for mixed use S200023 Vehicle for mixed use	01.02.2022 ZACNJEBS0NPR832607700069088 10 01.02.2022 ZACNJEBS1NPR854067700069271 20	FST SUV 1 FST SUV 1	EURO 6 103 EURO 6 103	KW KW	NO NO	265555 56623	04/06/2023 22/12/2024	AVAIL AVAIL
SH01 61000010716 GM976SG SH01 61000010826 GP577BX	Effective Effective	JEEP COMPASS 4X2 JEEP COMPASS 4X2	CARS CARS	DIESEL DIESEL	431005 352035	LNG Termiin&Shipping RESINV		S200090 Vehicle for mixed use S111716 Vehicle for mixed use	17.03.2023 ZACNJEBS8PPS409017700076473 10 29.06.2023 ZACNJEBS2PPS616807700081823 10	FST SUV 1 FST SUV 1	EURO 6 103 EURO 6 103	KW KW	NO NO	3100	14/02/2024	AVAIL AVAIL
SH01 61000003027 XA600SS	Effective	SECUR Trailer - Barthau anhaengerbau	CARS		352021	GlobSec&CybDef		S111727 Operational Vehicle	07.03.2022 WBR13578110122259	MIXED USE	0		NO			AVAIL
SH01 60201600032 XA109WK SH01 61000009842 FZ843YL	Effective Effective	SECUR Trailer - Barthau anhaengerbau OPERATIONAL SEAT ATECA 4X4	CARS CARS	DIESEL	352021 352035	GlobSec&CybDef RESINV		S111727 Operational Vehicle S111716 Operational Vehicle	20.10.2023 WBR13578110124453 03.07.2020 VSSZZZ5FZL6566674 7700055076 20	MIXED USE EURO 6 0 FST SUV 1	EURO 6 0	KW	NO NO	90885	06/02/2024	AVAIL AVAIL
SH01 61000009884 FZ826YL SH01 61000009871 GB211YS	Effective Effective	AUDI A 5 DR OPERATIONAL SEAT ATECA 4X4	CARS CARS	PETROL DIESEL	METHANE 322052 352021	CAR FOR EXECUTIVES GlobSec&CybDef		S200023 Vehicle for mixed use S111727 Operational Vehicle	03.07.2020 WAUZZZF50LA0039347700056300 10 28.09.2020 VSSZZZ5FZL6583948 7700056395 10	B FST SUV 1	EURO 6 0 EURO 6 0	KW KW	NO NO	93605 29169	07/02/2024 21/03/2022	AVAIL AVAIL
SH01 61000010376 GG987GA	Effective	OPERATIONAL SEAT ATECA 4X4	CARS	DIESEL	METHANE 352035	RESINV		S111800 Operational Vehicle	25.06.2021 VSSZZZ5FZM6571072 7700064519 70	FST SUV 1	EURO 6 0	KW	NO	36787	04/12/2023	AVAIL
SH01 61000010656 GG013SK SH01 61000010554 GG274SS	Effective Effective	AUDI A 5 DR MIXED USE SEAT ATECA 4X4	CARS CARS	PETROL DIESEL	METHANE 322052 352021	CAR FOR EXECUTIVES GlobSec&CybDef		S200023 Vehicle for mixed use S111727 Vehicle for mixed use	15.03.2022 WAUZZZF55NA0199857700068740 20 24.05.2022 VSSZZZ5FZN6528751 7700067114 10	B FST SUV 1	EURO 6 0 EURO 6 0	KW KW	NO NO	56516	22/12/2024 24/05/2022	AVAIL AVAIL
SH01 61000010724 GL766DG SH01 61000010704 GL764DG	Effective Effective	MIXED USE SEAT ATECA 4X4 OPERATIONAL SEAT ATECA 4X4	CARS CARS	DIESEL DIESEL	352035 322052	RESINV CAR FOR EXECUTIVES		S111716 Vehicle for mixed use S200023 Vehicle for mixed use	22.10.2022 VSSZZZ5F9P6520704 7700070431 10 22.10.2022 VSSZZZ5F9P6520508 7700075829 10	FRG-M FRG-M	EURO 6 0 EURO 6 0	KW KW	NO NO	51400 52361	26/02/2024 06/12/2024	AVAIL AVAIL
SH01 61000010710 GN654PA	Effective	MIXED USE SEAT ATECA 4X4	CARS	DIESEL	322052	CAR FOR EXECUTIVES		S200023 Vehicle for mixed use	05.06.2023 VSSZZZ5F9P6565805 7700076110 10	FRG-M	EURO 6 0	KW	NO	44900	25/12/2024	AVAIL
SH01 61000010815 GN762TE SH01 61000010816 GN771TE	Effective Effective	OPERATIONAL SEAT ATECA 4X4 OPERATIONAL SEAT ATECA 4X4	CARS CARS	DIESEL DIESEL	352021 352021	GlobSec&CybDef GlobSec&CybDef		S111727 Operational Vehicle S111727 Operational Vehicle	27.06.2023 VSSZZZ5F0P6568883 7700080335 10 27.06.2023 VSSZZZ5F4P6569969 7700080335 20	FST SUV 1 FST SUV 1	EURO 6 0 EURO 6 0	KW KW	NO NO		27/06/2023 27/06/2023	AVAIL AVAIL
SH01 61000010734 GM769FN SH01 61000010832 GN769TE	Effective Effective	MIXED USE SEAT ATECA 4X4 MIXED USE SEAT ATECA 4X4	CARS CARS	DIESEL DIESEL	410020 410020	People BUAIT & Green People BUAIT & Green		S200022 Vehicle for mixed use S200022 Vehicle for mixed use	01.03.2023 VSSZZZ5F7P6524167 7700072544 10 27.06.2023 VSSZZZ5F2P6574216 7700080477 10	FRG-M FRG-M	EURO 6 0 EURO 6 0	KW KW	NO NO		01/03/2023 27/06/2023	AVAIL AVAIL
SH01 61000010831 GN766TE	Effective	MIXED USE SEAT ATECA 4X4	CARS	DIESEL	322086	Hr Staff		S111709 Vehicle for mixed use	27.06.2023 VSSZZZ5F1P6570075 7700078010 10	FRG-M	EURO 6 0	KW	NO		27/06/2023	AVAIL

Annex "B" to index no. 18553/folder no. 10214

emarket sdir storage
CERTIFIED
•

Name	Tax code	VAT ID
Albanian Gas Service Company Sh.a.	L82407006D
Arbolia S.r.l. Società Benefit	11313400969
AS Gasinfrastruktur Beteiligung GmbH (HoldCo)	18900046
ASSET COMPANY 10 S.r.l.	11313510965
New Energy Carbon Capture e Storage S.r.l.	10718900961
ASSET COMPANY 9 S.r.l.	11313500966
ASSET COMPANY 12 S.r.l.	13673200963
Bioenerys S.r.l.	10401380968
De Nora Italy Hydrogen Technologies S.R.L.	12435190967
DI.T.N.E Distretto Tecnologico Nazionale sull'Energia - Società consortile a responsabilità limitata	2216850749
Enura S.p.A.	10401360960
Gasrule Insurance D.A.C		IE3280129BH
Greenture S.p.A.	09542490967
Infrastrutture Trasporto Gas S.p.A.	3101170797
Istituto della Enciclopedia Italiana fondata da Giovanni Treccani S.p.A.	00437160583
Italgas S.p.A.	9540420966
OLT OFFSHORE LNG TOSCANA S.P.A.	07197231009
Renovit S.p.A. Società Benefit	10240640960
SeaCorridor S.r.l.	12143200967
Senfluga Energy Infrastructure Holdings S.A.	800931970
Snam Energy Terminals S.r.l.	11313580968

Snam International B.V.		851503603.B.01
Snam Rete Gas S.p.A.	10238291008
Stoccaggi Gas Italia S.p.A Stogit S.p.A.	13271380159
TEREGA holding SAS		FR04794169326
Terminale GNL Adriatico S.r.l.	13289520150
TAG GmbH		ATU 52744909
Ecos S.r.l.	1971830995
Snam Energy Services Private Limited		U40300DL2022FCT404201

ANNEX "C" TO INDEX NO. 18553/FOLDER NO. 10214

BYLAWS

SNAM S.p.A.

Section I - INCORPORATION AND PURPOSE OF THE COMPANY

ARTICLE 1

1.1 The Company "Snam S.p.A." is governed by these Bylaws. The company's name may be written in any font, either in lower or upper case.

ARTICLE 2

2.1 The Company goes about its business with the aim of fostering the energy transition towards forms of use of the energy resources and sources that are compatible with environmental protection and the progressive decarbonisation (Energy to inspire the world). To this end, the Company goes about and organises its business with the aim of pursuing sustainable success through long-term value creation to benefit shareholders, taking, into account the interests of the other relevant stakeholders for the Company.
2.2 The corporate purpose shall be to exercise, directly or indirectly, in Italy and abroad, including through equity investments in companies, entities or enterprises, in compliance with applicable regulations and any concessions and/or authorisations required, regulated or unregulated activities involving transportation, dispatching, distribution, regasification, liquefaction, processing and storage of gas (also liquefied gas), including the production of gas associated with activities for storage thereof, the activity of energy metering, as well as the management of organised gas markets.
2.3 Without prejudice to the main activities referred to in the previous subsection 2 of this article, the Company exercises, directly and/or indirectly, in Italy and abroad, including through equity investments in companies, entities or enterprises, in compliance with applicable regulations and any concessions and/or authorisations required, business activities, regulated and unregulated, in the energy transition sector, and in particular:
the construction and management of technologies and infrastructure relating to renewable energy sources (including biomethane and bio-LNG), hydrogen, sustainable mobility and natural resources;
the production, sale and provision of services concerning renewable energy sources and hydrogen;
provision of services and creation of works regarding energy efficiency in the public and private sector.
2.4 The Company can carry out any economic activity having an instrumental, complementary or ancillary connection with one or more of the activities described in subsections 2 and 3 of this article. The Company may also:
perform all operations deemed necessary or useful to pursue or in any case functional to pursuing the company purpose; by way of example through industrial, commercial, investment, real estate and financial operations, pertaining to assets and liabilities, after obtaining the necessary authorisations in accordance with the law, in any case with the exclusion of financial activities involving the public and the collection of public funds;
perform any activity that is related to the company purpose, including scientific and technical research and the acquisition of patents related to activities carried out, as well as operations for the study, design, construction, acquisition, management and execution of complex systems of

transmission, infrastructure, viability, IT and telecommunications;
shall carry out and oversee the technical, industrial and financial coordination of subsidiaries, also providing them with the necessary financial assistance and services;
carry out all activities related to environmental protection and reclamation, as well as the safeguarding of the environment.
2.5 In the performance of its activities, the Company shall comply with equal treatment criteria towards customers, as well as transparency, impartiality and neutrality as it pertains to transmission and dispatch, in compliance with applicable legislative and regulatory provisions. In particular, the Company, in compliance with principles of cost- effectiveness, profitability and maximisation of shareholder investment, without prejudice to the confidentiality of corporate data, shall carry out its company purpose with the intent to promote competition, efficiency and adequate levels of quality in dispensing services. To this end:
the Company shall ensure the neutrality of management of infrastructure deemed essential for the development of a free energy market;
shall prevent discrimination in the access to commercially sensitive information;
shall prevent cross-transfer of resources among the different segments of the supply chain.

ARTICLE 3

3.1 The Company shall have its registered office at Via Vezza d'Oglio, no. 6, Milan.
3.2 Secondary headquarters, branches, agencies, and representation offices in Italy and abroad may be set up and/or closed at any time.

ARTICLE 4

4.1 The life of the Company is set to end on 31 December 2100 and may be extended, one or more times, by resolution of the Shareholders' Meeting.

Section II - SHARE CAPITAL OF THE COMPANY

ARTICLE 5

5.1 The share capital amounts to 2,735,670,475.56 (two billion seven hundred thirty-five million six hundred seventy thousand four hundred seventy-five point fifty-six) euros, divided into 3,360,857,809 (three billion three hundred and sixty million eight hundred and fifty-seven thousand eight hundred and nine) shares without nominal value.
5.2 The Shareholders' Meeting may resolve to increase the share capital, determining the terms, conditions and arrangements thereof. The share capital may be increased: through contributions in kind and credits and through the issue of new shares, including special categories, to be allocated free of charge pursuant to Article 2349 of the Italian Civil Code.

ARTICLE 6

6.1 The shares shall be registered and indivisible and each share shall grant the right to one vote.
6.2 In the event of joint ownership of shares, the rights of the joint owners shall be exercised by a common representative. However, the provisions governing representation, legitimacy and circulation of shareholdings applicable to securities traded on regulated markets remain unaffected.
6.3 Payments on shares shall be required by the Board of Directors in a lump sum or in instalments. Interest on arrears in a measure equal to the legal rate shall be applied to late payments, without prejudice to the application of Article 2344 of the Italian Civil Code.

6.4 Withdrawal shall be permitted only in those cases contemplated by peremptory legislative regulations and, in any case, shall be excluded in the case of extension of incorporation, as well as introduction, amendment and removal of restrictions to circulation of shares.
6.5 Shareholder status, in and of itself, shall imply the unconditional adherence to the Bylaws.
6.6 For any corporate matter, the domicile of each shareholder, any other parties having the right to vote, directors and statutory auditors, as well as the body tasked with auditing, shall be that recorded on company registers or stated in communications made by the aforementioned individuals.

ARTICLE 7

7.1 The Company, consistent with the law, may issue bonds, even convertible or with warrants and other debt securities.

Section III - SHAREHOLDERS' MEETINGS

ARTICLE 8

8.1 Shareholders' Meetings shall be either ordinary or extraordinary.
8.2 Ordinary Shareholders' Meetings shall be convened at least once per year for the approval of the financial statements within 180 days of the end of the fiscal year, since the Company is required to prepare consolidated financial statements.
8.3 Shareholders' Meetings shall be held in Italy.

ARTICLE 9

9.1 The Shareholders' Meeting shall be convened by notice to be published in accordance within the terms and following the procedures set forth in current regulations. Shareholders' Meetings shall be held in a single call.

ARTICLE 10

10.1 The right to speak during Shareholders' Meetings shall be governed by legal provisions, the Bylaws and the provisions contained in the call notice.
10.2 Law provisions shall govern the legitimisation of participation in Shareholders' Meetings. Those who have the right to vote may be represented by written proxy in accordance with the law; the proxy may be submitted by certified electronic mail. All relevant documentation shall be filed at the Company.
10.3 The Company shall make available to associations of shareholders who meet the requirements provided for in the relevant legislation, in accordance with terms and conditions agreed from time to time with their legal representatives, the facilities necessary for communication and work activities related to the collection of proxies of shareholders employed by the Company and its subsidiaries.
10.4 "The Chairman of the Shareholders' Meeting shall confirm the validity of the proxies and the right to participate in the Meeting.
10.5 Shareholders' Meetings shall be governed by the relevant Regulations approved by the Ordinary Shareholders' Meeting of the Company.

ARTICLE 11

11.1 The Shareholders' Meeting, legally convened and quorate, shall represent all shareholders. Its resolutions shall bind shareholders, even those who were not in attendance, abstained or dissented.

11.2 The Shareholders' Meeting shall be presided over by the Chairman of the Board of Directors or, in his/her absence or inability to attend, the person chosen by the majority of the shareholders in attendance.
11.3 The Shareholders' Meeting shall appoint the Secretary, who may also be a shareholder.
11.4 The minutes of ordinary Shareholders' Meetings shall be drafted by the Secretary and signed by the Secretary and the Chairman; the minutes of extraordinary Shareholders' Meetings shall be drafted by the notary and signed by the notary and the Chairman.

Copies of the minutes certified by the person who drafted them and the Chairman constitute official record with full validity under the law.

ARTICLE 12

12.1 The validity of Shareholders' Meetings shall be established in accordance with the law.
12.2 For matters within its powers, the ordinary Shareholders' Meeting shall decide with the majorities set by law.
12.3 The extraordinary Shareholders' Meeting shall resolve with a majority of at least three quarters of the capital present at the meeting.
12.4 The Board of Directors shall be required to discuss proposals concerning:
mergers in the cases specified in articles 2505 and 2505-bis of the Italian Civil Code, also in the case of demergers;
the opening, changing or closing of branches;
the reduction in the share capital upon withdrawal of one or more shareholders;
the adaptation of the Bylaws to legal provisions;
the transfer of the registered office within Italy.

Section IV - BOARD OF DIRECTORS

ARTICLE 13

13.1 The Company shall be managed by a Board of Directors numbering no fewer than five and no more than nine members, with their number and term of office being established by the Shareholders' Meeting at the time of appointment.
13.2 The Directors may be appointed for a period not exceeding three fiscal years, their term in office shall expire on the date of the Shareholders' Meeting convened to approve the financial statements relating to the last fiscal year in which the Directors hold office, and may be re-elected.
13.3 The Board of Directors shall be appointed by the Shareholders' Meeting in compliance with the provisions of these Bylaws and with the aim of ensuring gender balance in the composition of the Board itself.

The Board of Directors shall be appointed on the basis of slates submitted by the shareholders, on which candidates must be listed by means of a progressive number.

The slates shall be deposited at the Company's registered offices no later than the twenty-fifth day preceding the date in which the Shareholders' Meeting shall convene to discuss the appointment of the members of the Board of Directors, and shall be made available to the public at least twenty-one days prior to the Shareholders' Meeting, in accordance with the terms and conditions provided for in the law and Consob's own regulations.

Each shareholder may submit or participate in the submission of and vote a single slate in accordance with the terms set forth in the aforementioned legislative and regulatory provisions.

Each candidate must only appear on one slate, under penalty of ineligibility.

Slates may only be presented by Shareholders who, alone or together with other Shareholders, represent at least 2% or are together the owners of such other stake in the capital as Consob may set in its regulations. The ownership of the minimum percentage shareholding necessary for the

submission of slates is determined in consideration of the number of shares registered in the shareholder's favour on the date on which the slates are filed with the Company.

In order to prove ownership of the number of shares necessary to submit slates, shareholders must produce the relevant certification issued in accordance with the law by qualified intermediaries within the deadline set for the publication of slates by the Company.

At least one director, if the Board is made up of no more than seven members, or at least three directors, if the Board is made up of more than seven members, must meet the requirements of independence laid down for statutory auditors of listed companies.

The slates shall expressly bear the names of candidates who meet the aforementioned requirement of independence. At least two fifths of the members of the Board of Directors, or any different proportion – if higher – as envisaged by provisions in force pro tempore on the matter, must belong to the less represented gender, with mandatory rounding up, in the event of a decimal figure, to the next whole number, if there are five or more members.

Pursuant to the Decree of the President of the Council of Ministers of 25 May, 2012, containing the "Criteria, conditions and terms for the adoption of the model for the demerger of Snam S.p.A., in accordance with Article 15, of Law no. 27 of 24 March, 2012", the directors may not be appointed to offices in administrative or control bodies or in managerial positions at ENI S.p.A. and its subsidiaries, nor may they entertain any direct or indirect, professional or financial relationship with the aforementioned companies.

Furthermore, all candidates must meet the requirements of integrity laid down in current legislation. In the slates that present three or more candidates, at least two fifths of the candidates, or any different proportion – if higher – as envisaged by provisions in force pro tempore on the matter, must belong to the less represented gender, with mandatory rounding up, in the event of a decimal figure, to the next whole number, if there are five or more candidates, and as better specified in the call notice for the Shareholders' Meeting.

At the time of deposit, each slate, under penalty of its inadmissibility, must be accompanied by the professional CV of each candidate, along with the declarations by which candidates accept their candidacy and, under their own responsibility, declare the non-existence of reasons for ineligibility and incompatibility, in addition to their ownership of the aforementioned requirements of integrity and independence.

The appointed directors must notify to the Company of their loss of the aforementioned requirements of independence and integrity, as well as the occurrence of causes for ineligibility and incompatibility, if any.

13.4 The Board of Directors shall periodically evaluate the independence and integrity of directors, and verify the non-existence of reasons for ineligibility and incompatibility. In the event that a director does not own or loses the declared and legally prescribed requirements of independence or integrity, or if reasons for ineligibility and incompatibility have materialized, the Board of Directors shall remove the director from office and replace him/her, or invite him/her to remedy the causes of incompatibility within a specified deadline, under penalty of removal from office.

13.5 The directors shall be elected as follows:

a) seven tenths of the directors to be elected shall be selected from the slate that obtains the majority of votes expressed by the shareholders (the "Majority Slate"), in the order in which they are listed on the slate, rounding down in the case of decimal number;
b) the remaining directors will be selected from the other slates (the "Minority Slates") that are in no way – directly or indirectly – connected to shareholders who have submitted or voted for the slate that received the majority of votes; to this end, votes obtained by the slates will be subsequently divided by one or two or three, depending on the progressive number of directors to be elected. The quotients thus obtained shall be assigned progressively to candidates from each of these slates, according to the order shown in them. The quotients thus assigned to candidates from the different slates shall be arranged in a single decreasing ranking. Those obtaining the highest quotients shall be elected. If several candidates obtain the same quotient, the candidate from the list which has not yet

elected any director or that has elected the smallest number of directors shall be elected. If none of these lists has yet elected a director or if all have elected the same number of directors, the candidate from the list obtaining the greatest number of votes shall be elected. If the voting on slates is tied and the quotient is also tied, a new vote by the entire Shareholders' Meeting shall be held, and the candidate winning a simple majority of votes shall be elected;

b-bis) in the event that the Majority Slate does not contain a sufficient number of candidates to reach the number of directors to be elected pursuant to letter a) above, all candidates listed in said slate shall be appointed, based on their progressive order in said slate; in turn, after appointing the other directors from the Minority Slates, pursuant to letter b) above, for the number of positions established for these minority slates, which is three tenths of the total, the remaining directors shall be appointed, for the positions not covered by the Majority Slate, from the minority list that obtains the greatest number of votes among the Minority Slates (the "First Minority Slate") in relation to the capacity of said slate. In the event of insufficient capacity of said slate, the remaining directors shall be appointed, with the same procedures, from the following slate ("Second Minority Slate") or any subsequent slates, based on the number of votes and capacity of the slates themselves. Lastly, if the total number of candidates on the slates presented – in both the Majority Slate and Minority Slates – is lower than the number of the directors to be elected, the remaining directors shall be elected by the shareholders' meeting with the resolution approved in accordance with letter d) below;

c) if, following the application of the procedure described above, it is not possible to appoint the minimum number of independent directors required by the Bylaws, then the quotient of the votes to attribute to each candidate on the slates is calculated by dividing the number of votes obtained by each slate by the number of the order of each one of the aforementioned candidates; candidates who do not meet the requirements of independence and have the lowest quotients among candidates from all slates are replaced, starting with the last candidate, by independent candidates listed on the same slate of the replaced candidate (following the order in which they are listed), or, alternatively by individuals meeting the requirements of independence, who have been appointed in accordance with the procedure described under letter d). If candidates taken from different lists have obtained the same quotient, the candidate from the list from which the highest number of directors has been taken shall be replaced, or, if these numbers of directors are the same, the candidate taken from the list with the fewest votes shall be replaced, or, if the number of votes is the same, the candidate who receives the fewest votes in a dedicated resolution by the Shareholders' Meeting shall be replaced;
c-bis) if the application of the procedure described under letters a), b) and b)-bis does not permit compliance with the Bylaws regulations on gender balance, the quotient of votes to be attributed to each candidate from the slates is calculated by dividing the number of votes obtained by each slate by the number of the order of each candidate; the candidate of the most represented gender who has the lowest quotient among the candidates from all the slates is replaced, without prejudice to the minimum number of independent directors, by the candidate representing the less represented gender (with the subsequent higher number of order) on the same slate as the replaced candidates, or, alternatively, by the individual appointed in accordance with the procedure described under letter d). In cases in which candidates from different slates have obtained the same minimum quotient, the candidate to be replaced shall be the candidate of the slate from which the greatest number of directors is selected, or, subordinately, the candidate from the slate that has received the least number of votes, or, in case of equal number of votes, the candidate that has obtained less votes by the Shareholders' Meeting in a specific voting round;
d) for the appointment of directors, who, for any reason, are not appointed in accordance with the procedures described above, the Shareholders' Meeting shall resolve by legal majority, in order to ensure that the composition of the Board of Directors is compliant with the law and the Bylaws.

Current peremptory legislative and regulatory provisions shall constitute, in any case, an exception to these policies.

13.6 The slate voting procedure shall be applied only in case of renewal of the entire Board of Directors.
13.7 The Shareholders' Meeting may change the number of Directors, including during its term,

within the limitations laid down in subsection 1 of this Article, and shall make the respective appointments according to the procedures set out in Article 13.5 (d) above. The term of office of Directors appointed in this way shall expire with the term of those currently in office.

13.8 If in the course of the financial year one or more vacancies occur on the Board, the procedure specified in Art. 2386 of the Italian Civil Code shall be followed.

In any case, respect for the minimum number of independent directors and the presence of least two fifths, or any different proportion - if higher - as envisaged by provisions in force pro tempore on the matter of the directors belonging to the less represented gender must be ensured, with mandatory rounding up, in the event of a decimal figure, to the next whole number, if there are 5 or more members.

If there is no longer a majority of directors, the entire Board of Directors shall resign, and a Shareholders' Meeting shall be convened in a timely manner by the Board of Directors for the reconstitution of the latter.

13.9 The Board of Directors may set up Committees from among its members having advisory and proposal-making functions on specific issues.

ARTICLE 14

14.1 The Board of Directors, unless this duty has been previously fulfilled by the Shareholders' Meeting, appoints the Chairman from among its members; furthermore, it appoints the Secretary, who may or may not be a director.

14.2 The Chairman:

shall represent the Company, pursuant to Article 19 of these Bylaws;
shall preside over Shareholders' Meetings, exercising functions in accordance with the law and the regulations of the Shareholders' Meeting;
shall convene and preside over the Board of Directors, prepare the agenda and coordinate activities thereof;
shall ensure that all adequate information on issues listed on the agenda are provided to the directors.

ARTICLE 15

15.1 The Board of Directors shall be convened by the Chairman – or, in his absence or impediment, by the Chief Executive Officer, or, finally, in his absence or impediment, by the eldest board member– whenever he deems suitable or when at least two Board members request a meeting of the Board in writing. The request must indicate the reasons for convening the Board. The Board of Directors shall meet in the location indicated in the call notice. The notice is usually sent at least five days before the meeting. The Board of Directors' meetings may be held via conference call or video conference, on the condition that all participants are identifiable and can follow the discussion, examine, receive and transmit documents and participate in real time in the discussions. The meeting shall be considered as having taken place where the Chairman of the meeting and the Secretary are located. The Board of Directors shall define additional terms and procedures for convening of its meetings.

15.2 The meetings of the Board of Directors shall be chaired by the Chairman or in his absence or impediment, the Chief Executive Officer or, finally, in case of absence or inability to attend of the latter, by the eldest Board member present.

ARTICLE 16

16.1 The Board of Directors shall be invested with the most extensive powers for the ordinary and extraordinary administration of the Company and, in particular, shall have the faculty to carry out all acts it deems appropriate for the implementation and achievement of the company purpose, excluding

only the acts that the law or these Bylaws reserve to the Shareholders' Meeting. The Board of Directors shall delegate its duties to one or more of its members, determining the limits of the delegation in accordance with Art. 2381 of the Italian Civil Code and appointing the Chief Executive Officer.

The Board of Directors may always give instructions to the Chief Executive Officer and advocate to itself any operations falling within the scope of the powers delegated, just as it may revoke the powers conferred at any time, proceeding, if revoking the powers conferred upon the Chief Executive Officer, simultaneously to appoint another Chief Executive Officer. The Board may also establish Committees, determining their powers and the number of members.

At the proposal of the Chairman, in agreement with the Chief Executive Officer, the Board may also confer powers for single acts or categories of acts on other members of the Board of Directors. Within the remit granted to them, the Chairman and Chief Executive Officer may confer mandates and powers to represent the company for single acts or categories of acts on employees of the Company and also on third parties.

16.2 The Board of Directors, as proposed by the Chief Executive Officer, in agreement with the Chairman, may nominate one or more General Managers, defining their powers, having checked they possess the integrity requisites prescribed by law. The same may not hold any office indicated in art. 13.3 of these Bylaws. The Board of Directors shall periodically assess the integrity and absence of causes of incompatibility of the General Managers. Failure to meet the requirements shall result in the forfeiture of the office.

16.3 On the occasion of meetings and at least once every three months, the Chairman or any Directors granted powers pursuant to this article of the Bylaws shall inform the Board of Directors and the Board of Statutory Auditors on the general trend of operations, including those of subsidiaries, on foreseeable developments, on operations with the most significant economic, financial and patrimonial impact, with special reference to operations in which directors have a personal or indirect interest and those which are affected by any party exercising management or coordination activities. 16.4 At the proposal of the Chief Executive Officer, in agreement with the Chairman, subject to the favourable opinion of the Board of Statutory Auditors, the Board of Directors shall appoint the Officer responsible for the preparation of financial reports, from those subjects who possess the professionalism requirements indicated below.

The Officer responsible for the preparation of financial reports must be chosen from among individuals who do not hold the offices indicated in art. 13.3 of these Bylaws and have carried out the following for at least three years:

a) administration or control or management activities with listed companies on regulated markets of Italy or other European Union Member States or other OECD member countries with a share capital of no less than two million euros, or
b) legal auditing of accounts at the companies indicated under letter a), or
c) professional or university teaching activities (as professor) on financial or accounting matters, or
d) managerial functions at public or private entities with competences in the financial, accounting or auditing sector.

The Board of Directors shall monitor to ensure that the Officer responsible for the preparation of financial reports has suitable powers and means by which to exercise the tasks attributed to him or her, and that current administrative and accounting procedures are respected.

ARTICLE 17

17.1 The Board of Directors' meeting shall be legally constituted if the majority of Directors in office are in attendance.
17.2 Resolutions shall be adopted by majority vote cast by directors in attendance, and, in case of tie, the presiding individual shall cast the tie-breaking vote.
17.3 The minutes of Board meetings shall be drafted by the Secretary of the Board of Directors and signed by the Chairman of the meeting and the Secretary.

17.4 Copies of the minutes shall be certified by the Chairman of the meeting and the Secretary of the Board of Directors and have full validity under the law.

ARTICLE 18

18.1 For the duration of their term in office directors receive annual compensation set by the Ordinary Shareholders' Meeting when the directors are appointed; the remuneration so defined is valid until such time as the Shareholders' Meeting decides otherwise. The directors also receive reimbursement for expenses incurred in connection with their duties.
18.2 Directors vested with special offices shall receive compensation as determined by the Board Of Directors, after consulting the Board of Statutory Auditors.

ARTICLE 19

19.1 Both the Chairman and the Chief Executive Officer shall be entitled to represent the Company before any judicial or administrative authority and before third parties as well as to sign on behalf of the company.

Section V - BOARD OF STATUTORY AUDITORS

ARTICLE 20

20.1 The Board of Statutory Auditors shall comprise three standing auditors; in addition, three alternate auditors shall be appointed. The Shareholders' Meeting shall appoint the statutory auditors and determine their compensation. Statutory Auditors shall be chosen from those in possession of the requisites of integrity and professionalism laid down by applicable legislation, in particular by Decree no. 162 of 30 March 2000 of the Ministry of Justice.

For the purposes of the aforementioned decree, topics strictly under the purview of the Company shall be: commercial law, business administration and corporate finance.

For the same purpose, the engineering and geological sectors are under the direct purview of the Company.

20.2 The statutory auditors may be appointed to administrative and control bodies of other companies within the parameters set by Consob through its own regulations, with the exclusion of the offices indicated in Article 13.3 of these Bylaws.
20.3 The Board of Statutory Auditors shall be appointed by the Shareholders' Meeting, on the basis of slates submitted by the shareholders, on which candidates shall be listed by means of a progressive number and in a number that shall not exceed the number of members of the body to be elected. One standing auditor and one alternate auditor must belong to the less represented gender.

For the deposit, submission and publication of slates, the procedures governed by the provisions of Article 13.3 of these Bylaws shall be applied.

Each shareholder may submit or participate in the submission of and vote a single slate in accordance with the terms set forth in the aforementioned legislative and regulatory provisions.

Each candidate must only appear on one slate, under penalty of ineligibility.

The slates are broken into two sections: the first for candidates to the office of standing auditor, the second for candidates to the office of alternate auditor. At least the first candidate in each section must be enrolled in the register of external auditors and have worked on legal audits for a period of

not less than three years.

The slates that, considering both sections, contain a number of candidates equal to or greater than three and compete for appointment to the majority of the members of the Board of Statutory Auditors, must include, as also specified in the call notice for the Shareholders' Meeting, members of the less represented gender in the number stated in the first paragraph of this art. 20.3.

Two standing auditors and two alternate auditors are taken from the slate that wins the majority of the votes. The other standing auditor and the other alternate auditor shall be appointed in accordance with provisions set forth in Article 13.5, letter b), to apply distinctly to each of the sections in which the other slates are articulated.

In the event that, mutatis mutandis, a similar situation should occur to that laid down in Article 13.5 b-bis) above, the procedures pursuant to the same letter b-bis) shall apply both for the standing auditors and alternate auditors, insofar as compatible with current regulations and with this Article.

The Shareholders' Meeting shall appoint as Chairman of the Board of Statutory Auditors the standing auditor elected in accordance with the provisions set forth in Article 13.5 letter b).

If the application of the procedure described above does not allow, as regards standing auditors, compliance with the gender division criterion set out in the first subsection of this art. 20.3, the quotient of votes to be attributed to each candidate from the standing auditor sections of the different slates, shall be calculated by dividing the number of votes obtained in each slate by the number of the order of each of the aforementioned candidates; the candidate of the most represented gender who has the lowest quotient among candidates from all slates, shall be replaced by the candidate belonging to the least represented gender listed, with the subsequent highest order number, in the same standing auditor section of the slate of the replaced candidate, or, subordinately, in the alternate auditor section of the same slate of the replaced candidate (who, in this case, shall take over the position of the alternate candidate he/she replaces); otherwise, if this operation does not allow compliance with the gender division criterion set out in the first subsection of this art. 20.3, the candidate shall be replaced by the individual appointed by the Shareholders' Meeting with a legal majority, so that a Board of Statutory Auditors compliant with the law and the Bylaws can be constituted.

In cases in which candidates from different slates have obtained the same quotient, the candidate to be replaced shall be the candidate of the slate from which the greatest number of auditors is selected, or, subordinately, the candidate from the slate that has received the least number of votes, or, in case of equal number of votes, the candidate that has obtained less votes by the Shareholders' Meeting in a specific voting round.

For the appointment of standing auditors, who, for any reason, are not appointed in accordance with the procedures described above, the Shareholders' Meeting resolves by legal majority, in order to ensure that the composition of the Board of Statutory Auditors is compliant with the law and the Bylaws.

In the case of replacement of the statutory auditor selected from the minority slates, the office shall be held by the alternate auditor selected from such slates.

In the case of replacement of a statutory auditor selected from the slate that obtained the majority of votes, the office shall be held by the first alternate auditor from the same slate; if the replacement does not allow compliance with the gender division criterion set out in the first subsection of this art. 20.3, the office shall be held by the second alternate auditor selected from such slate.

The slate voting procedure shall be applied only in case of renewal of the entire Board of Statutory Auditors. Current peremptory legislative and regulatory provisions shall constitute, in any case, an exception to these policies.

20.4 Outgoing statutory auditors can be re-elected.

20.5 With prior notification to the Chairman of the Board of Directors, the Board of Statutory Auditors may convene a Shareholders' Meeting and meetings of the Board of Directors. The authority to convene meetings of the Board of Directors may be exercised individually by each member of the Board of Statutory Auditors; the authority to convene a Shareholders' Meeting must be exercised by at least two members of the Board of Statutory Auditors.

20.6 The Board of Statutory Auditors' meetings may be held also via conference call or video

conference, on the condition that all participants are identifiable and can follow the discussion, examine, receive and transmit documents and participate in real time in the discussions.

The meeting shall be considered as having taken place where the Chairman of the Board of Statutory Auditors and Secretary, if appointed, are located.

Section VI - FINANCIAL STATEMENTS, PROFITS AND DIVIDENDS

ARTICLE 21

21.1 A fiscal year runs from 1 January to 31 December of each year.

At the end of each fiscal year, the Board of Directors, in accordance with legislative provisions, shall draft the financial statements.

21.2 The net profit resulting from the approved financial statements will be allocated as follows:
up to 5% to the legal reserve, until it reaches the limit required by the law;
any remaining amount to shares, without prejudice to other resolutions made by the Shareholders' Meeting.

Dividends not claimed within the 5-year period elapsing from the day in which they can be claimed shall be reverted to the Company.

The Board of Directors may resolve to pay interim dividends during the fiscal year.

Section VII - LIQUIDATION AND DISSOLUTION

ARTICLE 22

22.1 Liquidation and dissolution of the Company shall be governed by legislative provisions.

Section VIII - GENERAL PROVISIONS

ARTICLE 23

23.1 All matters not expressly laid down in nor otherwise governed by these Bylaws shall be governed by legislative provisions.

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