Snam — Proxy Solicitation & Information Statement 2018

Mar 23, 2018

Informazione Regolamentata n. 0542-38-2018		Data/Ora Ricezione 23 Marzo 2018 08:30:27	MTA
Societa'	:	SNAM
Identificativo Informazione Regolamentata	:	100780
Nome utilizzatore	:	SNAMN03 - Palladino
Tipologia	:	REGEM
Data/Ora Ricezione	:	23 Marzo 2018 08:30:27
Data/Ora Inizio Diffusione presunta	:	23 Marzo 2018 08:30:28
Oggetto	:	Extract of the call notice of call of shareholders' meeting
Testo del comunicato

We send you the call notice of call of shareholders' meeting of 24 April 2018, published today on Financial Times

snam S.p.A. Head Office: Piazza Santa Barbara, No. 7, San Donato Milanese (MI) Company share capital euro 2,735,670,475.56 fully paid up Tax Code and Milan, Monza Brianza and Lodi Chamber of Commerce Business Register n. 13271390158 R.E.A. Milan No. 1633443

EXTRACT OF THE CALL NOTICE CONVENING THE EXTRAORDINARY AND ORDINARY SHAREHOLDERS' MEETING

The ordinary and extraordinary sessions of the Shareholders' Meeting of Snam S.p.A. are convened, on a single call, on Tuesday, 24 April 2018, at 10:00 a.m. (CET), in San Donato Milanese (MI), Piazza Santa Barbara 7, to discuss and resolve on the following

AGENDA

Extraordinary session

• 1. Proposal to cancel treasury shares in the Company's portfolio without reducing the share capital; consequent amendment of article 5.1 of the Company Bylaws; Related and consequent resolutions.
• 2.Proposal to supplement the rules for slate voting to appoint the Board of Directors and the Board of Statutory Auditors. Consequent amendment of articles 13.5 and 20.3 of the Company Bylaws. Related and consequent resolutions.

Ordinary session

• 1. Snam S.p.A financial statement as at 31 December 2017. Consolidated financial statements as at 31 December 2017. Reports of the Directors, the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions.
• 1. Allocation of the period's profits and dividend distribution.
• 3.Authorisation to purchase and dispose of treasury shares, subject to revocation of the authorization granted by the Ordinary Shareholders' Meeting of 11 April 2017, for any part not yet implemented.
• 4.Consensual termination of the appointment as external auditor of the accounts and contextual conferral of the new appointment as external auditor of the accounts of the Company for the period 2018-2026.
• 5.Proposal to change the 2017-2019 long term share incentive Plan. Related and consequent resolutions.
• 6.Policy on remuneration pursuant to article 123-ter of legislative decree no. 58 of 24 February 1998.

The information on:

• the right to attend and vote at the Shareholders' Meeting;
• the right to ask questions prior to the Shareholders' Meeting;
• the right to supplement the agenda and to put forward new proposals of resolutions on the agenda of the Shareholders' Meeting;
• the vote by proxy also through the Shareholders' Representative appointed by Snam S.p.A.;
• the availability of the full text of the proposals of resolutions, alongside the reports and documents to be submitted to the Shareholders' Meeting;
• the organisational aspects of the Shareholders' Meeting;

is included in the full notice of the Shareholders' Meeting, to which reference is made to, which is published on the Company's website at www.snam.it, ("Ethics and Governance" – "Shareholders' Meeting" section), the website of Borsa Italiana S.p.A. (www.borsaitaliana.it) and at the authorised storage mechanism "eMarket STORAGE" managed by Spafid Connect S.p.A. (). The documentation relating to the Shareholders' Meeting will be published according to law and using the same procedures.

The Chairman of the Board of Directors Mr Carlo Malacarne