Treatment of company information

REPORT BY THE CHAIRMAN AND THE CEO AS PER ARTICLE 19 OF THE BYLAWS

As per article 19 of the bylaws, the chairman and the CEO report to the boards of directors and statutory auditors at least quarterly on the general performance, outlook and key financial and capital operations performed by the company and its subsidiaries/associates. They focus on transactions in which they have a direct or a third-party interest or which are influenced by any party performing management and coordination activities. Special attention is paid to related-party transactions, which are disclosed in the notes to the financial statements.

PROCEDURE FOR THE COMMUNICATION TO MARKET OF PRIVILEGED INFORMATION AND DOCUMENTS ABOUT, AND FINANCIAL INSTRUMENTS ISSUED BY, SNAM RETE GAS S.P.A

The board of directors approved the “Procedure for the communication to market of privileged information and documents about, and financial instruments issued by, Snam Rete Gas S.p.A” in its meeting of 17 March 2006 in accordance with Legislative Decree no. 58 of 24 February 1998 and Consob resolution no. 11971/99 on publishing privileged information.

The procedure also takes into account the “Guidelines for market disclosure” prepared by the REF forum on company reporting, which sets out the standards for proper market disclosure, and the Code of Conduct for Listed Companies.

This procedure has been in place since 1 April 2006 and is tied to the “Procedure for identifying important persons and communicating transactions performed by them, even through a third party, involving shares issued by Snam Rete Gas S.p.A. or other related financial instruments” (“Internal Dealing Procedure”) and the procedure for “Keeping and updating the list of persons with access to privileged information in Snam Rete Gas S.p.A” It defines the terms and conditions related to:

  • communication of privileged information by Snam Rete Gas S.p.A to the market;
  • communication of information that non-issuing subsidiaries and associates provide to Snam Rete Gas S.p.A in order to comply with regulations on the issues covered by the procedure.

Specifically, the procedure regulates:

  • information to be disclosed to the market, highlighting and analysing the requirements of materiality, clarity, similarity, consistency and timeliness;
  • relationships between Snam Rete Gas S.p.A, the ultimate parent and subsidiaries;
  • meetings with market operators, interviews and statements given to mass media;
  • procedures for distributing press releases;
  • procedures for distributing information using multimedia information tools (Internet, e-mail, CD ROM, broadcasting) and advertising;
  • delays or opposition to circulating news.

The procedure is available on the company’s website (www.snamretegas.it).