Snam

Board/Management Information • Oct 14, 2025

MARCHETTI

Via Agnello n. 18 - 20121 – Milano www.marchettilex.it 02 72021846

Index No. 18449 Folder No. 10143

Minutes of the Board of Directors REPUBLIC OF ITALY

In the year 2025 (twenty twenty-five)

on the 8 (eighth) day

of the month of October,

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, 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 ("Snam" or the "Company"), hereby draw up and sign, with regard to item 3 (three) point 2 (two) of the agenda, the minutes of the meeting of the Board of Directors of the aforementioned Company, held in Milan, via Agnello 18, on

2 (two) October 2025 (twenty twenty-five)

in accordance with the call notice referred to below, to discuss and vote on item 3 (three), point 2 (two) of the agenda which is also reproduced below.

By adhering to the request, I acknowledge that the aforementioned Board meeting – which I am attending as the Notary at my office in Milan (MI), Via Agnello 18 – takes place as reported below.

***

The meeting is chaired, also for the aforementioned agenda item (as she had already chaired the meeting for the previous items), in her aforementioned capacity, pursuant to the Bylaws, by Alessandro Zehentner (adequately identified) who, at 10.55 a.m., declares that the Board of Directors meeting is convened to discuss and resolve also on the following

agenda

3.2 Renewal of the Euro Medium Term Note Programme and authorisation for bond issues. Related and consequent resolutions.

Therefore, the Chairman has appointed me, the Notary, with regard to the discussion of item 3 (three) point 2 (two) 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 26 September 2025, by electronic mail to all Directors and Statutory Auditors pursuant to article 15 of the Company Bylaws;
• the following are in attendance by means of telecommunications devices in accordance with the Bylaws:
• directors Agostino Scornajenchi (Chief Executive Officer), Laura Cavatorta, Esedra Chiacchella, Augusta Iannini, Piero Manzoni, Andrea Mascetti, Paola Panzeri, Qinjing Shen; and
• Statutory Auditors Mauro Lonardo (Chairman of the Board of Statutory Auditors), Antonella Bientinesi and Maurizio Dallocchio;
• in addition, the Chief Legal Officer & General Counsel and Secretary of the Board of Directors Umberto Baldi, the Associate General Counsel of Corporate Affairs Stefano Sperzagni and the Chief Financial Officer Luca Passa are also in attendance in the same manner.

The Chairman then declares that the meeting is properly constituted and entitled to resolve, first and foremost, on item 3 (three), point 2 (two) 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 and similar instruments. He goes on to recall that Article 2412 of the Italian Civil Code, as last amended by Law No. 121 of 5 March 2024: (i) establishes that bonds may be issued for a total sum not exceeding twice the amount of the share capital resulting from the last of the registrations referred to article 2444, first paragraph, of the

Italian Civil Code, the legal reserve and the available reserves as per the most recently approved financial statements, and (ii) excludes the application of said limits in case of issue of bonds intended for subscription, even during resale, exclusively by professional investors pursuant to special laws, if such provision is among the terms of the issue, or to be listed on regulated markets or in multilateral trading facilities, 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" or "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 Business 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 registered at the Milan 1 Agenzia delle Entrate on 21 June 2013, no. 19798, series 1T and duly registered in the appropriate Business register on 26 June 2013), and on 23 June 2014 (as set out in the minutes of the same date reg.no. 10,961/binder 5,646, registered at the Milan 1 Agenzia delle Entrate on 8 July 2014, no. 18030, series 1T and duly registered in the appropriate Business 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, registered at the Milan 1 Agenzia delle Entrate on 14 July 2015, no. 19444, series 1T and duly registered in the appropriate Business register on 1 July 2015), and on 27 September 2016 (as set out in the minutes of the same date reg. no. 13,281/binder 6,955, registered at the Milan 1 Agenzia delle Entrate on 14 October 2016, no. 34241, series 1T and duly registered in the appropriate Business register on 3 October 2016), on 6 October 2017 (as set out in the minutes of the same date reg. no. 14,039/binder 7,420, registered at the Milan 1 Agenzia delle Entrate on 26 October 2017, no. 35456, series 1T and duly registered in the appropriate Business Register on 6 October 2017), on 2 October 2018 (as set out in the minutes of

the same date reg. no. 6,253/binder 3,296 of Notary Andrea De Costa, registered at the Milan 2 Agenzia delle Entrate on 26 October 2018, no. 53335, series 1T and duly registered in the appropriate Business Register on 3 October 2018) on 2 October 2019 (as set out in the minutes of the same date reg. no. 15,248/binder 8,165 registered at the Milan 1 Agenzia delle Entrate on 25 October 2019, no. 36101, series 1T and duly registered in the appropriate Business Register on 25 October 2019), and on 12 October 2020 (as set out in the minutes of the same date reg. no. 15,801/binder 8,502, registered at the Milan 1 Agenzia delle Entrate on 21 October 2020, no. 72337, series 1T and duly registered in the appropriate Business Register on 21 October 2020), on 11 October 2021 (as set out in the minute of 15 October 2021 no, 99847/binder 17872 of Notary Daniela Dado in Trieste, registered at the Trieste Agenzia delle Entrate on 18 October 2021, no. 10417, series and duly registered in the appropriate Business register on 21 October 2021), on 12 October 2022 (as set out in the minutes of 21 October 2022 reg.no. 16,865/binder 8,991 registered at the Milan DP I Agenzia delle Entrate on 15 November 2022, no. 93176, series 1T and duly registered in the appropriate Business Register on 25 October 2022) on 11 October 2023 (as set out in the minutes of 12 October 2023 reg.no. 16,247/binder 8,921 of Notary Andrea De Costa, registered at the Milan DP II Agenzia delle Entrate on 08 November 2023, no. 108205, series 1T and duly registered in the appropriate Business register on 16 October 2023), on 9 October 2024 (as set out in the minutes dated 14 October 2024, date reg.no. 17,815/binder 9,672 registered at the Milan DP I Agenzia delle Entrate on 6 November 2024, no. 84019, series 1T and duly registered in the appropriate Business register on 24 October 2024)shall expire on 9 October 2025.

The Chief Executive Officer points out that non-convertible bonds for total of approximately 11,670,415,989.00 (eleven billion six hundred seventy million four hundred fifteen thousand nine hundred eighty-nine/00) euros have been issued under this EMTN Programme, all with bond issues listed on regulated markets and/or in multilateral trading facilities and

therefore not relevant as regards compliance with the quantity limits set out in art. 2412 of the Italian Civil Code.

Therefore, the Chief Executive Officer presents the proposal to renew the EMTN Programme, and, therefore, to authorise new operations of one or more bond issues to be subscribed by qualified investors or professional investors pursuant to applicable special laws, according to the terms and conditions and arrangements of the EMTN Programme.

He emphasises that this operation would enable Snam to implement a debit definition manoeuvre 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 financial structure that would be balanced in terms of the ratio of short and medium term debt and the debt maturity 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 to authorise one or more non-convertible bond issues, each to be issued in one or more tranches, within the period of one year from 2 October 2025, for a residual maximum nominal value of approximately 3,329,584,011.00 (three billion three hundred twenty-nine million five hundred eighty-four thousand eleven/00) euros (also as countervalue in other currencies) increased by the corresponding amount of the bonds from time to time eventually redeemed over 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 15,000,000,000.00 (fifteen billion/00) euros.

The bonds shall be governed by English law and may, but shall not necessarily, be intended for listing on one or more regulated markets, as has already occurred with listings on the Luxembourg Stock Exchange and on the Mercato Telematico delle Obbligazioni (MOT Professional) of Borsa Italiana, or on one or more unregulated markets (so-called multilateral trading facilities, or MTFs).

The Chief Executive Officer specified that the Company is currently assessing the possibility of providing, as part of the renewal of the Programme, for its approval by the Commissione Nazionale per le Società e la Borsa ("Consob"), while retaining the option to carry out passporting with the Commission de Surveillance du Secteur Financier ("CSSF") of Luxembourg and to pursue a secondary listing on the Luxembourg Stock Exchange. This hypothesis would represent a new element compared to the approach followed during the previous renewal: which entailed the approval of the Programme by the CSSF and subsequent passporting into Italy.

The Chief Executive Officer then summarises the main characteristics of the operation, which are in line with those of previous years:

• type: senior, unsecured, unsubordinated and non-convertible bonds (Euro Medium Term Notes);
• nominal value: up to 15,000,000,000 (fifteen billion/00) euros;
• minimum value of each security: 100,000 (one hundred thousand/00) euros (or equivalent if in another currency);
• articulation: also in several operations, each divisible into tranches;
• noteholders: qualified institutional investors or professional investors pursuant to special laws according to the terms and arrangements of the Programme;
• maturity: the maturity 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 those with the right to early redemption;
• use of proceeds and green/sustainability characteristics: the sums collected from the bond issues may be used each time either for general corporate activity, possibly linked to sustainability characteristics ("Sustainability-Linked Bonds"), as well as to finance specific projects aligned with the European Taxonomy (so-called EU Taxonomy-aligned), with the possibility of issuing bond instruments structured under a use-of-proceeds approach and, where appropriate, aligned with the ICMA Green

Bond Principles or the European Green Bond Standard (EUGBS).The bonds may therefore have an ESG component, consistent with the Company's objective to issue, depending on the market interest, all its bond instruments including sustainability features;

• issue currency: euros or other currency;
• issue price: the issue price, which may be different for each single issue or tranche, will be set according to the overall yield offered to investors 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 of the single issues or tranches and which may be linked to an external benchmark (such as, by way of example, the inflation rate), may be fixed (Fixed Rate Notes), not exceeding 7.5% (seven point five per cent), or variable (Floating Rate Notes), not exceeding 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 4.3% (four point three per cent);
• 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 could be, but do not necessarily have to be, listed on one or more regulated and unregulated markets (multilateral trading facilities);
• 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 fees: no more than 0.75% 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 starting from 2 October 2025, the Chief Executive

Officer points out that upon expiry 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 refers in the terms and limits set out above, since article 2412, first paragraph, of the Italian Civil Code has been found to have been respected.

The Chairman of the Board of Statutory Auditors takes the floor and states, on behalf of the whole Board of Statutory Auditors and pursuant to article 2412, first paragraph, of the Italian Civil Code, to the extent necessary, that the proposed bond issue complies with the limits set out in article 2412 of the Italian Civil Code considering the bonds currently issued and listed and it being understood that, if the bonds are not to be listed on one or more regulated markets or if they are not intended for subscription, even during resale, exclusively by professional investors pursuant to special laws, art. 2412, second paragraph, of the Italian Civil Code shall apply to the bonds.

The Board of Directors, with a vote by roll call,

• having noted the law on the subject of 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, with the option to request its approval alternatively from the CSSF or Consob as the competent supervisory authority, and, upon such approval, to authorise one or more non-convertible bond issues, each to be issued in one or more tranches, for a maximum total countervalue of the EMTN Programme of 15,000,000,000.00 (fifteen

billion/00) euros to be issued within one year from 2 (two) October 2025 (twenty twenty-five) for the amount of 3,329,584,011.00 (three billion three hundred twenty-nine million five hundred eighty-four thousand eleven/00) euros (also as countervalue in other currencies), increased by the corresponding amount of the bonds from time to time eventually redeemed over 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 15,000,000,000.00 (fifteen billion/00)) euros, with the characteristics summarised below:

• type: senior, unsecured, unsubordinated and non-convertible bonds (Euro Medium Term Notes);
• nominal value: up to 15,000,000,000 (fifteen billion/00) euros;
• minimum value of each security: 100,000 (one hundred thousand/00) euros (or equivalent if in another currency);
• articulation: also in several operations, each divisible into tranches;
• noteholders: qualified institutional investors or professional investors pursuant to special laws according to the terms and arrangements of the Programme;
• maturity: the maturity of each issue and tranche 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 those with the right to early redemption;
• use of proceeds and sustainability characteristics: the sums collected from the bond issues may be used each time either for general corporate activity, possibly linked to sustainability characteristics ("Sustainability-Linked Bonds"), as well as to finance specific projects aligned with the European Taxonomy (so-called EU Taxonomy-aligned), with the possibility of issuing bond instruments structured under a use-of-proceeds approach and, where appropriate, aligned with the ICMA Green Bond Principles or the European Green Bond Standard (EUGBS). The bonds may therefore have an ESG component, consistent with the Company's objective to issue, depending on the market interest,

• all its bond instruments including sustainability features;
• issue currency: euros or other currency;
• issue price: the issue price, which may be different for each single emission or tranche, will be set according to the overall yield offered to investors 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 of the single issues or tranches and which may be linked to an external benchmark (such as, by way of example, the inflation rate), may be fixed (Fixed Rate Notes), not exceeding 7.5% (seven point five per cent), or variable (Floating Rate Notes), not exceeding 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 4.3% (four point three per cent);
• 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 could be, but do not necessarily have to be, listed on one or more regulated and unregulated markets (multilateral trading facilities);
• 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 fees: no more than 0.75% (zero point seventy-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 mandate the Chief Executive Officer and the Chief Financial Officer, severally and not jointly, with the power to submandates, to implement the resolution described above with all the 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, 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 regulations for each;
• proceed with the issue and placement of the bonds, signing the related contracts and ancillary and/or accessory documents, signing all contracts, deeds and/or documents, with the power to propose and accept any terms and conditions that should be necessary and/or appropriate, including with intermediaries and agents and also with the power to proceed with the necessary transactions to purchase the bonds issued, determining their conditions;
• proceed to fulfil all obligations, including disclosure 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 by way of example but not limited to the signing of rating contracts, completing the necessary formalities for these resolutions to be registered in the Business Register, with the power 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 Business Register.

The Chairman announces the result and, having addressed item 3 (three), point 2 (two) on the agenda, continues the discussion of the remaining items, as minuted separately. It is 11.05 a.m.

***

These minutes are signed by me at 1.30 p.m.

It consists

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

Digital copy, true to the original hard copy pursuant to art. 22, paragraph 2, Legislative Decree No. 82, 7 March 2005, filed within the deadline required by the Milan-Monza-Brianza-Lodi Business Register Signed Carlo Marchetti Milan, 8 October 2025 Stamp duty paid using the virtual system Authorisation no. 108375 of 28 July 2017 Revenue Agency Lombardy Regional Directorate