Snam — Board/Management Information 2025

May 14, 2025

Informazione Regolamentata n. 0542-41-2025		Data/Ora Inizio Diffusione 14 Maggio 2025 18:21:59	Euronext Milan
Societa'	:	SNAM
Identificativo Informazione Regolamentata	:	205670
Utenza - referente	:	SNAMN05 - Pezzoli Francesca
Tipologia	:	3.1
Data/Ora Ricezione	:	14 Maggio 2025 18:21:59
Data/Ora Inizio Diffusione	:	14 Maggio 2025 18:21:59
Oggetto	:	Snam: the Board of Directors appoints Agostino Scornajenchi as CEO and General Manager
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Snam: the Board of Directors appoints Agostino Scornajenchi as CEO and General Manager

Internal Committees established: Control, Risk and Sustainability Committee, Related Party Transactions Committee, Appointments and Compensation Committee

San Donato Milanese (Milan), 14 May 2025 - The new Board of Directors of Snam, appointed by today's Shareholders' Meeting for the 2025-2027 financial years, met today for the first time under the chairmanship of Alessandro Zehentner.

The Board of Directors appointed Agostino Scornajenchi as CEO and General Manager, granting him the Company administration powers, consistent with the previous structure, except for those assigned to the Board of Directors by applicable legislation or the bylaws, or retained among its responsibilities.

Chairman Alessandro Zehentner said: "I thank all the shareholders, and I am particularly honoured by their trust. I also thank the members of the Board of Directors for what they will bring to Snam over the next three years, considered their great experience, and I wholeheartedly thank, if I may, all our employees for their contribution so far to the entire Snam Group, a strategic and fundamental pillar for our Nation. We will work together, with intensity and dedication: I am sure that each of us will feel and will continue to feel an integral part of the growth and development, in Italy and abroad, of this great family we proudly belong to."

CEO Agostino Scornajenchi said: "I am proud and honoured to become part of the Snam Group, and grateful for the trust I have received from the shareholders. With over 80 years of history, Snam is a leading player in the construction and development of the Nation's energy infrastructure. In a complex and constantly evolving geopolitical context, Snam is called upon to strengthen its strategic role in granting domestic and European energy security, in constant dialogue with shareholders and stakeholders, with the support of the extraordinary skills and professionalism of the entire Board of Directors. Realising this ambition means investing with responsibility and vision, optimising and strengthening our presence in Italy and abroad, leveraging the right balance between the formidable consolidated technical experience of its people and innovation to ensure long-term value creation and a sustainable future for the next generations."

The Board of Directors, taking into consideration the statements made by the Directors at the time of their application, ascertained:

• the absence of any ground for ineligibility, incompatibility and forfeiture in respect of any of the Directors and the fulfilment of the integrity requirements established by current legislation;

• the fulfilment of all independence requirements established by law and by the Corporate Governance Code in relation to the Chairman of the Board of Directors, Alessandro Zehentner, and to the Directors Laura Cavatorta, Augusta Iannini, Piero Manzoni, Andrea Mascetti and Paola Panzeri, also taking into consideration the quantitative and qualitative significance criteria adopted in this regard by the Board of Directors and reported, inter alia, in the 2024 Corporate Governance and Ownership Structure Report;
• compliance with the applicable provisions of the law and bylaws on gender balance in the composition of the Board of Directors and the Board of Statutory Auditors.

The Board of Directors also verified that the number of administration and control positions held by the Directors is compatible with the effective performance of the office of Director at Snam, considering in particular the guidelines adopted in this regard by the Board of Directors and stated, among other things, in the 2024 Corporate Governance and Ownership Structure Report.

The Board of Directors also ascertained the absence of any causes of incompatibility, ineligibility and forfeiture of the members of the Board of Statutory Auditors as well as the fulfilment by the statutory auditors of the requirements of professionalism and integrity referred to in the Ministerial Decree no. 162 of 30 March 2000, as specified by art. 20.1 of the Bylaws, and acknowledged the fulfilment of the legal and independence requirements of the Corporate Governance Code on the basis of the verifications carried out today by the Board of Statutory Auditors itself and addressed to the Board.

In accordance with the provisions of the Corporate Governance Code and applicable legislation, the Board of Directors also set up the internal Board Committees with investigative, proposing and advisory functions, and appointed the respective members.

In particular, the Board:

• (i) established the Control, Risk and Sustainability Committee, which was assigned the control and risks tasks pertaining to the previous Control, Risk and Related Party Transactions Committee and the tasks pertaining to the previous Sustainability and Energy Transition Scenarios Committee;
• (ii) established the Related Party Transactions Committee, which was assigned the tasks pertaining to transactions involving the interests of directors and statutory auditors and transactions with related parties pertaining to the previous Control, Risk and Related Party Transactions Committee; and
• (iii) confirmed the establishment and tasks of the Appointments and Compensation Committee.

These Committees consist of the following:

Control, Risk and Sustainability Committee

• Piero Manzoni (Chairman)*
• Laura Cavatorta*
• Esedra Chiacchella**

Related Party Transactions Committee

• Andrea Mascetti (Chairman)*
• Augusta Iannini*
• Piero Manzoni*

Appointments and Compensation Committee

• Laura Cavatorta (Chairwoman)*
• Augusta Iannini*
• Paola Panzeri*

(*) A non-executive and independent director pursuant to the Corporate Governance Code.

(**) A non-executive director.

The Board of Directors verified that the composition of the Committees complies with the requirements set out in the Corporate Governance Code and applicable legislation.

The curricula vitae of the Directors and Statutory Auditors are available on the www.snam.it website ("Governance - Corporate Governance - Board of Directors" and "Governance - Corporate Governance - Board of Statutory Auditors" sections).