Statement by the concerning the existence of the conditions referred to in article 37 of Consob resolution no. 16191/07

Article 37.1 of Consob resolution no. 16191/07 (Regulation on markets) states that, with respect to the conditions which prevent the listing of shares of subsidiaries managed and coordinated by another company: “The shares of subsidiaries managed and coordinated by another company cannot be traded on a regulated market in Italy when such companies: a) have not complied with the disclosure requirements of article 2497-bis of the Italian Civil Code; b) cannot independently negotiate terms with customers and suppliers; c) have a centralised treasury arrangement with the company which manages them or with another group company and such arrangement is not in their interests. The board of directors issues a reasoned statement to the effect that any such arrangement is in its interests and this is verified by the supervisory body; d) do not have enough independent directors to ensure that they have a significant influence over board decisions. In order to confirm that there are enough independent directors, the general criteria published by stock exchange management companies are considered, taking into account the best practice established by the code of conduct drawn up by such management companies or by industry associations”. Item no. 13 of article 2.6.2 of the rules for markets organised and managed by Borsa Italiana S.p.A. expressly states that: “Companies shall provide the market with a statement by the board of directors concerning the existence (or otherwise) of the conditions referred to in article 37 of Consob resolution no. 16191/07 in the report on operations when their annual financial statements are approved”.

On 10 February 2010, as in previous years, the board of directors confirmed that Snam Rete Gas S.p.A met the requirements set out in article 37.1 of Consob resolution no. 16191/07 for the listing of shares of subsidiaries managed and coordinated by another company on an Italian regulated market as it: a) has complied with the disclosure requirements of article 2497-bis of the Italian Civil Code; b) negotiates terms with its customers and suppliers independently; c) has a centralised treasury arrangement with its ultimate parent Eni S.p.A. which is in its interests; d) the board of directors has nine members, five of whom meet the independence requirements laid down for statutory auditors by article 148 paragraph 3 of Legislative Decree no. 58 of 24 February 1998 and article 3 of the Code of Conduct.

The board of directors also certified that the centralised treasury arrangement with the parent Eni S.p.A. are in the company's interests, as all treasury and finance transactions are agreed independently by Snam Rete Gas and take place at arm’s length.

This representation was confirmed by the board of statutory auditors.