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Snam — Remuneration Information 2026
Mar 30, 2026
4042_rns_2026-03-30_7e632756-bc31-482c-8475-7ac83163f498.pdf
Remuneration Information
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Report of the Board of Directors on the proposals relating to items on the Agenda of the Shareholders' meeting
SNAM S.p.A.
ORDINARY SHAREHOLDERS' MEETING OF 29 APRIL 2026
SINGLE CALL
Report of the Board of Directors on the proposals relating to items on the Agenda of the Shareholders' Meeting
Item 6
2026 Report on remuneration policy and compensation paid in 2025:
6.1 First section: 2026 Report on remuneration policy (binding resolution);
6.2 Second section: report on compensation paid in the financial year 2025 (non-binding resolution)
Dear Shareholders,
The 2026 Report on remuneration policy and compensation paid in 2025 (the “Remuneration Report”) was prepared by the Board of Directors, on a proposal from the Appointments and Compensation Committee, pursuant to article 123-ter of Legislative Decree no. 58 of 24 February 1998 (“CLF”) and article 84-quater of the Issuers' Regulations adopted by Consob with resolution no. 11971 of 14 May 1999.
The Remuneration Report, to which reference is made, is available to the public at the Company’s registered office, on the Company’s website www.snam.it (in the “Governance” - “Corporate Governance” - “AGM: Snam Shareholders’ Meeting” Section), as well as at the authorised storage mechanism “eMarket Storage” ().
Please remember that following the changes made to article 123-ter of the CLF by Italian Legislative Decree no. 49/2019, the Remuneration Report is now structured into two separate sections and contains:
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Report of the Board of Directors on the proposals relating to items on the Agenda of the Shareholders' meeting
- in the first section, the Company's policy on the remuneration of the members of the Board of Directors, the Chief Executive Officer and General Manager, the Executives with strategic responsibilities and the members of the Board of Statutory Auditors, with reference to the year 2026, as well as the procedures used to adopt and implement this policy. This section, pursuant to the combined provisions of subsections 3-bis and 3-ter of article 123-ter of the CLF, is subject to the binding vote of the Ordinary Shareholders' Meeting;
- in the second section, the compensation paid to the members of the Board of Directors, the Chief Executive Officer and General Manager, the Executives with strategic responsibilities (for the latter in aggregate form) and the members of the Board of Statutory Auditors in FY 2025 or related thereto; this section, pursuant to the subsection 6 of article 123-ter of the CLF, is subject to the non-binding vote of the Ordinary Shareholders' Meeting. The party appointed to carry out the statutory audit of the financial statements, Deloitte & Touche S.p.A., has verified that the directors have prepared the second section of the Remuneration Report.
In view of the foregoing and with reference to this item on the Agenda, the Shareholders' Meeting shall proceed to vote in two separate sessions, on the basis of the proposals set out hereto.
6.1 First section: 2026 Report on remuneration policy (binding resolution)
We hereby submit the following proposal for your approval:
"The Shareholders' Meeting of Snam S.p.A.,
- having examined the “2026 Report on the remuneration policy and fees paid 2025” prepared by the Company’s Board of Directors in accordance with article 123-ter of Legislative Decree no. 58 of 24 February 1998 and article 84-quater of the Issuers' Regulations adopted by Consob with resolution no. 11971 of 14 May 1999;
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Report of the Board of Directors on the proposals relating to items on the Agenda of the Shareholders' meeting
- having assessed in particular the first section of said Report, containing, in accordance with subsection 3 of said article 123-ter, the Company's policy on the remuneration of the members of the Board of Directors, the Chief Executive Officer and General Manager, the Executives with strategic responsibilities and the members of the Board of Statutory Auditors, with reference to the year 2026, as well as the procedures used to adopt and implement this policy;
- having taken into account the fact that, in accordance with the combined provisions of subsections 3-bis and 3-ter of article 123-ter of Legislative Decree no. 58 of 24 February 1998, the vote of the Shareholders' Meeting on said first section of the "2026 Report on the remuneration policy and fees paid 2025" is binding;
resolves
to approve the first section of the Snam S.p.A. "2026 Report on the remuneration policy and fees paid 2025" prepared by the Company's Board of Directors in accordance with article 123-ter, subsection 3 of Legislative Decree no. 58 of 24 February 1998."
6.2 Second section: report on compensation paid in the financial year 2025 (non-binding resolution)
We hereby submit the following proposal for your approval:
"The Shareholders' Meeting of Snam S.p.A.
- having examined the "2026 Report on the remuneration policy and fees paid 2025" prepared by the Company's Board of Directors in accordance with article 123-ter of Legislative Decree no. 58 of 24 February 1998 and article 84-quater of the Issuers' Regulations adopted by Consob with resolution no. 11971 of 14 May 1999;
- having assessed in particular the second section of this Report, containing, in accordance with subsection 4 of said article 123-ter, the indication of the compensation paid to the members of the
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Report of the Board of Directors on the proposals relating to items on the Agenda of the Shareholders' meeting
Board of Directors, the Chief Executive Officer and General Manager, the Executives with strategic responsibilities (for the latter in aggregate form) and the members of the Board of Statutory Auditors in the year 2025 or relating thereto;
- having taken into account the fact that, in accordance with subsection 6 of article 123-ter of Legislative Decree no. 58 of 24 February 1998, the vote of the Shareholders' Meeting on said second section of the “2026 Report on the remuneration policy and fees paid 2025” is not binding; resolves
to vote in favour of the second section of the Snam S.p.A. “2026 Report on the remuneration policy and fees paid 2025” prepared by the Company’s Board of Directors in accordance with article 123-ter, subsection 4 of Legislative Decree no. 58 of 24 February 1998.”
The Chairman of the Board of Directors
Mr Alessandro Zehentner