Snam — Board/Management Information 2018

Oct 10, 2018

STUDIO NOTARILE MARCHETTI Via Agnello n. 18 20121 – Milan – Tel. 02 72021846

Index No. 6253 Folder No. 3296

Minutes of the Board of Directors

REPUBLIC OF ITALY

In the year 2018 (two thousand and eighteen),

on the 2 (second) day

of the month of October

at 4.05 p.m.

In Sergnano (CR), in the house in Strada Statale 591, km. 32+650 s.n.c. - Snam compression plant

Before me, Andrea De Costa, a member of the Board of Notaries of Milan, appeared Mr:

- Carlo Malacarne, born in Pavia on 15 May 1953, domiciled for the purpose of his office in San Donato Milanese (MI), at Piazza Santa Barbara 7, whose personal identity I, as Notary, am certain of, who in his capacity as Chairman of

"Snam S.p.A.",

a listed company with registered offices in San Donato Milanese at Piazza Santa Barbara no. 7, share capital 2,735,670,475.56 euros, fully paid in, tax code and Milan Companies Register no. 13271390158, registered in the Economic and Administrative Register of Milan under no. 1633443, and as such, in its interests, asks me to record,

as regards the third point, letter (C), on the agenda for the meeting of the Board of Directors convened on this day and in this place to discuss and resolve on the following:

agenda

Omissis

(C) Bond Issues (EMTN programme). Necessary and consequent resolutions

Omissis

I am complying with the request made to me and I record that the Board (having already debated the previous Agenda items, which are the subject of separate Minutes) is held, with regards to the debate on item three, letter (C) on the agenda, as follows.

Pursuant to the Bylaws, the Appearing Party takes the chair, in his aforesaid capacity, and once again notes and acknowledges that:

• the meeting had been called with a notice sent on 26 September 2018, by electronic mail to all parties entitled pursuant to article 15 of the Company Bylaws;

• the following Directors were present: Marco Alverà (Chief Executive Officer), Sabrina Bruno, Monica de Virgiliis, Francesco Gori, Yunpeng He, Lucia Morselli, Elisabetta Oliveri and Alessandro Tonetti.

• The following Statutory Auditors were also present: Leo Amato (Chairman) and the Standing Auditors Massimo Gatto and Maria Luisa Mosconi.

The Chairman then again declares that the meeting is properly constituted and entitled to resolve on the item three, letter (C) on the agenda.

The Chief Executive Officer, at the request of the Chairman, moves on to debate the above and reminds those present that Art. 2410 of the Italian Civil Code grants to the administrative body - unless otherwise provided for in the Company's Bylaws - power to issue non-convertible bonds. Furthermore, art. 2412 of the Italian Civil Code: (i)provides that bonds may be issued for a total sum that does not exceed double the share capital, legal reserve and available reserves as stated in the last financial statements approved, and (ii) excludes the application of said limits in case of issue of bonds destined to be listed on regulated markets or in multilateral trading systems, or of bonds that give an entitlement to purchase or subscribe shares.

The Chief Executive Officer, firstly, reports that the issue of non-convertible bonds (EMTN Programme), resolved by the Board of Directors of the Company on 4 June 2012 (as set out in the minutes

of the same date reg. no. 18.496/binder 5.955 of Milan Notary Piergaetano Marchetti, registered at the Milan 1 Agenzia delle Entrate on 19 June 2012, no. 22130, series 1T and duly registered in the appropriate Companies register on 7 June 2012), subsequently renewed on 11 June 2013 (as set out in the minutes of the same date reg. no. 9,840/binder 5,145 of Milan Notary Carlo Marchetti, registered at the Milan 1 Agenzia delle Entrate on 21 June 2013, no. 19798, series 1T and duly registered in the appropriate Companies register on 26 June 2013), on 23 June 2014 (as set out in the minutes of the same date reg. no. 10,961/binder 5,646 of Milan Notary Carlo Marchetti, registered at the Milan 1 Agenzia delle Entrate on 8 July 2014, no. 18030, series 1T and duly registered in the appropriate Companies register on 9 July 2014), on 22 June 2015 (as set out in the minutes of the same date reg. no. 12,103/binder 6,294 of Milan Notary Carlo Marchetti, registered at the Milan 1 Agenzia delle Entrate on 14 July 2015, no. 19444, series 1T and duly registered in the appropriate Companies register on 1 July 2015), on 27 September 2016 (as set out in the minutes of the same date reg. no. 13,281/binder 6,955 of Milan Notary Carlo Marchetti, registered at the Milan 1 Agenzia delle Entrate on 14 October 2016, no. 34241, series 1T and duly registered in the appropriate Companies register on 3 October

2016) and on 6 October 2017 (as set out in the minutes of the same date reg. no. 14,039/binder 7,420 of Milan Notary Carlo Marchetti, registered at the Milan 1 Agenzia delle Entrate on 26 October 2017, no. 35456, series 1T and duly registered in the appropriate Companies register on 6 October 2017), will expire on 6 October 2018. The Chief Executive Officer points out that non-convertible bonds for total of approximately 8,260 million euros had been issued under this EMTN Programme.

Therefore, the Chief Executive Officer presents the proposal to renew the EMTN Programme, and, therefore, to authorise an operation consisting of the new issue of one or more bond issues destined to be subscribed by qualified investors according to the terms and conditions and arrangements of the Programme.

He emphasises that this operation would enable Snam to implement a definition manoeuvre of its debt intended to: (i) support the development programmes of the Company; (ii) pursue an adequate balance in sources of funding between banks and securities; (iii) maintain a balanced financial structure between short and medium-long term debt and the debt amortisation profile and (iv) acquire financial resources at competitive costs.

In light of the above, the Chief Executive Officer therefore proposes

that the renewal of the EMTN Programme be authorised, and therefore that the Board authorises the issue of one or more non-convertible bonds, each to be issued in one or more tranches, within the period of one year from 2 October 2018, for a maximum countervalue of the EMTN Programme of 10,000,000,000 euros and a maximum amount (also as countervalue in other currencies) to be issued within one year from 2 October 2018 of 1,740,000,000 euros, increased by the corresponding amount of the bonds redeemed from time to time during the same period; it remains understood in any case that the total nominal value of the bonds issued under the EMTN Programme may in no case exceed the maximum limit of 10 billion euros. All the bonds will be placed with institutional investors operating principally in Europe, according to the terms and arrangements of the EMTN programme.

The bonds will be regulated by English law and may, but not necessarily must, be destined to be listed in one or more regulated markets. The Chief Executive Officer then summarises the characteristics of the operation, which are in line with those of previous years: - articulation: also in several operations, each divisible also

into more tranches;

• subscribers: qualified investors according to the terms and

conditions and arrangements of the Programme;

• duration: the duration of the single issues and tranches will be based on the market conditions in force at the time of issue and in any event no longer than 50 years, including the right of early redemption;

• use of proceeds: the sums collected from the bond issues can be used each time both for general corporate activities and to finance specific projects in the case of the issue of "green bonds";

• issue currency: euros or other currency;

• minimum denomination: a minimum of 100,000.00 euros, corresponding to the nominal value (or equivalent if in another currency);

• issue price: the issue price, which may be different for each issue or tranche, will be set according to the overall yield offered to subscribers at the market conditions in force at the time of the issues and in any event no less than 90% and no more than 110% of the nominal value of the bonds;

• interest rate: the interest rate, which may be different for each of the single issues or tranches, shall be fixed (Fixed Rate Notes), no more than 4.5%, or variable (Floating Rate Notes), no more than the reference rate (as defined in the Programme, purely

as an example, among others, the EURIBOR) increased by a margin aligned with the market conditions in force at the time of issue, it being in any event understood that the maximum margin, where applicable, shall be 2.5%;

• applicable law: English law, apart from the meetings of bondholders, which shall be regulated by Italian law and, in any event, in such a way as to not conflict with Italian law;

• listing: the bonds may, but must not necessarily, be listed on one or more regulated markets;

• redemption: in a single solution upon maturity or in several tranches of equal amounts, without prejudice to the issuer's right to proceed to early redemption with notice; all according to the terms and conditions contained in the bond itself;

• placement commissions: no more than 1.5% of the nominal value of the issues and in any event aligned with the market conditions in force at the time.

In reiterating that the final term for the issue of the bonds is one year from 2 October 2018, the Chief Executive Officer points out that upon maturity the EMTN Programme may be renewed again, and in that case, the subsequent appropriate resolutions would again be submitted to the Board.

The Chief Executive Officer recalls that there are no impediments for the issue of the non-convertible bond to which the day's proposal referred in the terms and limits set out above, since article 2412, subsection one, of the Italian Civil Code has been complied with. The Chairman of the Board of Statutory Auditors intervenes stating, in the name of the whole Board of Statutory Auditors and pursuant to article 2412, subsection one, of the Italian Civil Code, to the extent necessary, that the proposed bond issue respects the limits set out in article 2412 of the Italian Civil Code.

Therefore, the Board of Directors:

• having noted the provisions regulating the issuance of bonds set out in articles 2410 and 2412 of the Italian Civil Code;

• having noted the bonds currently in existence;

• having heard the report of the Chief Executive Officer;

• subject to the fulfilment of all obligations and the respect of all conditions prescribed in the applicable regulations, and with the commitment to report to the Board on the state of execution of the operations set out above:

unanimously resolves

Firstly

1.) to authorise the renewal of the EMTN Programme, from 2 (second)

October 2018 (two thousand and eighteen) and hence to authorise the issue of one or more non-convertible bonds, each to be issued in one or more tranches, for a maximum total countervalue of the EMTN Programme of 10,000,000,000.00 (ten billion/00) euros and a maximum amount (also as countervalue in other currencies) to be issued within one year from 2 (second) October 2018 (two thousand and eighteen) of 1,740,000,000 (one billion seven hundred forty million) euros, increased by the amount corresponding to the bonds redeemed from time to time during the same period (it remains understood in any case that the total nominal value of the bonds issued under the EMTN Programme may in no case exceed the maximum limit of 10 billion euros), with the characteristics summarised below:

• articulation: also in several operations, each divisible also into more tranches;

• subscribers: qualified investors according to the terms and conditions and arrangements of the Programme;

• duration: the duration of the single issues and tranches will be based on the market conditions in force at the time of issue and in any event no longer than 50 (fifty) years, including the right of early redemption;

• use of proceeds: the sums collected from the bond issues can be used each time both for general corporate activities and to finance specific projects in the case of the issue of "green bonds";

• issue currency: euros or other currency;

• minimum denomination: a minimum of 100,000.00 (one hundred thousand/00) euros, corresponding to the nominal value (or equivalent if in another currency);

• issue price: the issue price, which may be different for each issue or tranche, will be set according to the overall yield offered to subscribers at the market conditions in force at the time of the issues and in any event no less than 90% (ninety per cent) and no more than 110% (one hundred and ten per cent) of the nominal value of the bonds;

• interest rate: the interest rate, which may be different for each issue or tranches, shall be fixed (Fixed Rate Notes), no more than 4.5%, or variable (Floating Rate Notes), no more than the reference rate (as defined in the Programme, purely as an example, among others, the EURIBOR) increased by a margin aligned with the market conditions in force at the time of issue, it being in any event understood that the maximum margin, where applicable, shall be 2.5% (two point five percent).

• applicable law: English law, apart from the meetings of bondholders, which shall be regulated by Italian law and, in any event, in such a way as to not conflict with Italian law;

• listing: the bonds may, but must not necessarily, be listed on one or more regulated markets;

• redemption: bullet at maturity or in several tranches of equal amounts, without prejudice to the issuer's right to proceed to early redemption with notice; all according to the terms and conditions contained in the bond itself;

• placement commissions: no more than 1.5% (one point five percent) of the nominal value of the issues and, in any event, aligned with the market conditions in force at the time.

Secondly

2.) to confer a mandate on the Chief Executive Officer and the Chief Financial Officer, separately, with the right to sub-delegate, to implement the resolution described above with all widest and most suitable powers in this regard, including those to:

• determine, within the maximum limits resolved, the amount of the single issues or tranches, establishing, always within the resolved limits, the period to maturity, issue price, interest rate and arrangements for paying interest, and any issue variance or

redemption premium;

• determine, within the limits resolved above, the conditions of the single issues or tranches in which the operation may be articulated, defining the relevant final terms;

• proceed with the placing of the bonds, signing all trades and agreements for this purpose, including with intermediaries and agents, also with the power to proceed to necessary operations to purchase the bonds issued, determining their conditions;

• proceed to fulfil all obligations, including information obligations, to all the competent Authorities, Italian or foreign, connected with the issue of the bond, its placement and its possible listing, also in terms of the publication of documents (including, but not limited to, fulfilling obligations connected with the definition and publication of the listing prospectus for the bonds being issued);

• in general, accomplish everything needed, useful or opportune for the success of the initiative, including completing the necessary formalities for these resolutions to be registered in the Companies Register, with the right to make any changes, corrections or additions to said entries that might be advisable and/or requested by the competent Authorities, including during registration in the

Companies Register.

The Chairman, at this point, having addressed the third item, letter (C) on the agenda, continues the consideration of the remaining point, as minuted separately.

It is 4.15 p.m.

I have read this document to the appearing party who approves

it and signs it with me at 4.15 p.m.

It consists of four sheets written by a person I trust and completed by my own hand for thirteen pages and the fourteenth up until here.

Signed Carlo Malacarne Signed Andrea De Costa- 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 Andrea De Costa Milan, 03 October 2018 Stamp duty paid using the virtual system Authorisation No. 108375/2017 of 28.07.2017