Shareholders’ meetings and their rights

Shareholder meetings are privileged corporate meetings between the company’s management and its shareholders. Article 11 of the bylaws, as established by article 126-bis of the Consolidated Finance Act, states that shareholders who, either individually or as a grouping, represent at least one fortieth of the share capital, can, within five days of publication of the meeting convocation notice, request additional matters to be placed on the agenda. This is not allowed for those matters about which the shareholders pass resolutions, as established by law, on proposals made by directors or based on a project or report prepared by them. Additions allowed by the board of directors are made public at least ten days before the date set for the shareholders’ meeting in a notice published as established by the bylaws. The shareholders may request information about both matters on the agenda and the company’s general performance during their meetings. This information is provided in compliance with the regulations governing price-sensitive information. At ordinary meetings, shareholders exercise the powers assigned by article 2364 of the Italian Civil Code, while at extraordinary meetings they exercise the powers provided for by article 2365 of the Italian Civil Code as well as those provided for by other laws. Under article 15 of the bylaws, at ordinary meetings, shareholders pass resolutions about sale, transfer, rent, usufruct and all other acts of disposal, also as part of joint ventures, or subject to company limits or strategic business units relevant to the gas transportation and dispatch businesses, without prejudice, as per article 2364.5 of the Italian Civil Code, to the liability of the directors for actions taken. Resolutions on these matters are adopted, also at second convocation, with the favourable vote of at least three quarters of the share capital represented at the meeting. For other matters, ordinary meetings pass resolutions by majority vote in accordance with the relevant legislation. Extraordinary meetings resolve, at first, second and third convocation, matters with the favourable vote of at least three quarters of the share capital represented at the meeting. As provided for in the Code of Conduct, shareholders’ meetings are governed by a regulation which requires their ordered and proper running and guarantees the right of each shareholder to express their opinion on the matters on the agenda. The regulation is available on the company’s website at www.snamretegas.it.

Those wishing to speak in the meetings are required to notify this at least two working days before the first convocation of such meeting through an authorised financial intermediary. The said shareholder may withdraw this notification through the intermediary, thus forfeiting their right to speak.

To facilitate shareholders’ participation, company bylaws oblige it to provide to associations of shareholders that meet the relevant legal requirements adequate spaces for communication and gathering of proxies for shareholders that are employed by the company and its subsidiaries/ associates, according to the terms and means agreed with their legal representatives.

In 2009, shareholders’ meetings were held twice, on 17 March 2009 and on 24 April 2009, in extraordinary and ordinary meetings respectively.

In their ordinary meeting, the shareholders resolved to approve the 2008 financial statements, the allocation of the profit for the year and the distribution of a dividend. In their extraordinary meeting, following the board of directors’ ruling of 12 February 2009 and in compliance with article 2443 of the Italian Civil Code, the shareholders resolved to give the board of directors the power to increase, by 31 December 2010 at the latest, the company’s share capital against payment and consideration, by splitting shares, in one or more installments, by a maximum of €3,500,000,000.00 including any share premium. This will take place through the issue of ordinary shares with a nominal value of €1 each and regular rights to dividends, to be offered, pursuant to article 2441.1 of the Italian Civil Code, to entitled shareholders. The board of directors will have the widest powers to set, in line with the limits already mentioned, the methods, terms and conditions of the operation, including the share subscription price, the share premium, the number of newly issued shares and the related option ratio. It was also given the power to make adjustments according to relevant regulations. This operation was completed on 8 June 2009.