Snam — Proxy Solicitation & Information Statement 2021

Mar 29, 2021

Informazione Regolamentata n. 0542-28-2021		Data/Ora Ricezione 29 Marzo 2021 15:38:16	MTA
Societa'	:	SNAM SPA
Identificativo Informazione Regolamentata	:	144346
Nome utilizzatore	:	SNAMN07 - Palladino
Tipologia	:	3.1
Data/Ora Ricezione	:	29 Marzo 2021 15:38:16
Data/Ora Inizio Diffusione presunta	:	29 Marzo 2021 15:38:17
Oggetto	:	Excerpt of Notice of Call of Ordinary Shareholders' Meeting of 28 April 2021
Testo del comunicato

We send Excerpt of Notice of Call of Ordinary Shareholders' Meeting of 28 April 2021 that will be published tomorrow 30 March 2021 on the

"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 Identification Number and Company Register of Milan. Monza Brianza and Lodi Chamber of Commerce No. 13271390158 R.F.A. Milan No. 1633443

Extract of the notice of call convening the Ordinary Shareholders' Meeting

The ordinary Shareholders' Meeting of Snam S.p.A. is convened, on a single call, for Wednesday 28 April 2021 at 10.00 a.m. (CET), in the manner specified in the call notice, to discuss and resolve on the following

Agenda

• 1. Snam S.p.A financial statement as at 31 December 2020. Consolidated financial statements as at 31 December 2020, 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.
• 1. Authorisation to purchase and dispose of treasury shares, subject to revocation of the authorization granted by the Ordinary Shareholders' Meeting of 18 June 2020, for the part not yet implemented.
• 1. Report on remuneration policy and compensation paid:
• 4.1. First section: report on the remuneration policy (binding resolution);
• 4.2. Second section: report on the compensation paid (non-binding resolution).
• 1. Proposal to change the 2020-2022 Long term share incentive plan. Related and consequent resolutions.

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COVID 19 Emergency - Procedure for holding the Shareholders' Meeting

In view of the health emergency linked to the current "COVID-19" epidemic and taking into account the measures to contain infections, participation in the Shareholders' Meeting by those entitled to vote may only take place through the designated representative of the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998, (i.e. the law firm Studio Legale Trevisan & Associati, with registered offices in Milan, Viale Majno no. 45, and any Substitutes - the "Designated Representative"), following the procedures indicated in the full version of the call notice available in the specific section of the Company's website www.snam.it (in the "Governance and Conduct" - "Shareholders' Meeting" section) and at the authorised storage mechanism "eMarket Storage" ().

فالقاطاط القارطة

The information on:

• the share capital;
• the right to attend and vote at the Shareholders' Meeting exclusively through the Designated Representative Studio Legale Trevisan & Associati (record date 19 April 2021);
• the right to ask questions prior to the Shareholders' Meeting (by 19 April 2021):
• the right to supplement the agenda and to put forward new proposals of resolutions on the agenda by shareholders holding at least 2.5% of the share capital pursuant to art. 126-bis. subsection 1, first sentence, of Legislative Decree no. 58 of 24 February 1998 (by 8 April 2021);
• the right to submit resolution proposals by those entitled to vote pursuant to art. 126-bis. subsection 1, penultimate sentence, of Legislative Decree no. 58 of 24 February 1998 (by 13 April 2021):
• the granting of proxies/sub-proxies to the Designated Representative as identified 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, ("Governance and Conduct" - "Shareholders' Meeting" section), and at the authorised storage mechanism "eMarket Storage" (). 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. Nicola Bedin