Market abuse procedure

Procedure for the identification of relevant persons and communication of transactions performed by them, also via nominees, involving shares issued by Snam Rete Gas or other related financial instruments (“Internal Dealing Procedure”)

On 17 March 2006, the board of directors approved the “Procedure for the identification of relevant persons and communication of transactions performed by them, also via nominees, involving shares issued by Snam Rete Gas or other related financial instruments” (“Internal Dealing Procedure”) in accordance with article 114 paragraph 7 of Legislative Decree no. 58 of 24 February 1998 and Consob Regulation no. 11971/99 of 14 May 1999 (the Issuer Regulation). This procedure has been in force since 1 April 2006 and is tied to the “Procedure for the communication of privileged information and documents about Snam Rete Gas and financial instruments issued by it to the market” and the Procedure for the “Keeping and updating of the list of persons who have access to privileged information in Snam Rete Gas S.p.A.” It sets out the regulations governing the information obligation and limitations about transactions involving shares issued by Snam Rete Gas S.p.A. and other related financial instruments, performed on their own behalf, by relevant persons, i.e., the chairman, CEO, directors, Chairman of the Board of Statutory Auditors and standing statutory auditors of Snam Rete Gas S.p.A., the Operations General Manager and managers having the duty to participate in Management Board meetings.

According to current regulatory requirements, the definition of relevant persons also includes persons who hold shares equal to at least 10% of the share capital and all other parties that control the listed issuer. These persons are also obliged to communicate transactions performed by: spouses, unless legally separated, children, also those of the spouse for whom they provide, and, if living with them for more than a year, parents, relatives and relatives-in-law of the relevant persons (people with close family ties to the relevant person); legal entities controlled directly or indirectly by a relevant person or one of the persons closely related to the relevant person; partnerships, the economic interests of which are substantially the same as those of a relevant person or of a person closely related to such person; trusts set up for the benefit of a relevant person or of a person closely related to such person.

The procedure requires that communication be made to the market and Consob within five trading days from that on which, in each calendar year, the total amount of the transactions that, in absolute terms (sum of amounts paid and collected), is equal to or exceeds €5,000. Lastly, The Code forbids relevant persons from performing transactions on financial instruments issued by Snam Rete Gas S.p.A. during the fifteen days before board meetings held to examine the mandatory financial reports, to resolve on interim dividends, the preliminary figures, and to resolve on the dividend proposal made to the Shareholders’ Meeting. Among the transactions considered for the purpose of determining whether the limits indicated above are exceeded are transfers of shares acquired as part of stock option and stock grant plans. The Procedure is available on the company’s website (www.snamretegas.it).

Procedure for the “Keeping and updating of the list of persons who have access to privileged information in Snam Rete Gas”


In its meeting of 17 March 2006, the board of directors, as required by article 115-bis of Legislative Decree no. 58 of 24 February 1998 and Consob Regulation no. 11971 (Issuer Regulation), drew up a list of the persons who have access to privileged information in Snam Rete Gas S.p.A. and approved the procedure for the “Keeping and updating of the list of persons who have access to privileged information in Snam Rete Gas S.p.A.” This procedure has been in place since 1 April 2006 and is tied to that related to the “Procedure for the communication of privileged information and documents about Snam Rete Gas S.p.A. and financial instruments issued by it to the market” and the “Procedure for the identification of relevant persons and communication of transactions performed by them, also via nominees, involving the shares issued by Snam Rete Gas S.p.A. or other related financial instruments” (“Internal Dealing Procedure”).

The list is split into two sections:

  • the first gives the name of the person or company that, based on their work, professional activities or duties, has access to privileged information on a regular basis (Section A) identified as follows: chairman, CEO, Directors, Chairman of the Board of Statutory Auditors and standing statutory auditors of Snam Rete Gas S.p.A., Operations General Manager and units reporting directly to the chairman, CEO, Operations General Manager, the independent auditors of Snam Rete Gas S.p.A. and consultants that provide their professional services on a consultancy or contract basis with a contract of more than one year and have access to privileged information;
  • the second gives the name of the person or company that, based on their work, professional activities or duties, has access to information occasionally (Section B) identified as follows: Snam Rete Gas S.p.A. employees who, depending on their specific duties, have occasional access to information, and consultants that provide their services on a consultancy or contract basis with a contract of less than one year and have access to information.

The persons are grouped into two subsections in each section depending on whether they are employees or consultants.

There is just one list and it is kept by the Business Systems, Human Resources and Services Unit of Snam Rete Gas S.p.A. which sets the criteria and methods to be applied to keep, manage and look for information in the list in order to facilitate access to, management, consulting, extrapolation and printing of the list. The head of Business Systems, Human Resources and Services identifies the person to be in charge of keeping and updating the list. This person keeps the list updated without delay, making amendments on the day the related communication is received as per the rules issued by Snam Rete Gas S.p.A. on the protection of personal data. The list includes the following information about each person: a registration number, registration date, personal data, company to which he belongs, reason for inclusion in the list, date of sending communication to the person about his inclusion, date of amendment of information already included in the list, date of sending communication of amendment of information included in the list, date on which the person is removed from the list, reason for the removal and date of communication of such removal. This information is kept for five years unless the circumstances which lead to its inclusion/amendment are no longer present. The procedure is available on the company’s website (www.snamretegas.it).