Share Capital and Ownership Structure

Share capital and key shareholders

The share capital of Snam is composed of registered ordinary shares, which are indivisible and each confer the right to one vote. At 31 December 2010 the capital of Snam totalled €3,570,832,994, represented by 3,570,832,994 ordinary shares each with a par value of €1.

Snam shares are quoted on the FTSE MIB index of Borsa Italiana, on the main international indexes (Stoxx Europe, S&P Europe, MSCI Europe), and the two main sustainability indexes, the Dow Jones Sustainability World Index (DJSI World) and the FTSE4Good Index.

The board of directors does not currently have authorisations to increase the share capital, pursuant to Article 2443 of the Italian Civil Code.

At 31 December 2010 the total number of treasury shares held by the company was 194,184,651, equal to 5.44% of the share capital. The proportion of floating capital was 42.02%.

The company does not have any plans to repurchase treasury shares pursuant to Article 2357 et seq. of the Italian Civil Code.

According to the information available and the communications received in accordance with Article 120 of the Consolidated Finance Act and National Commission for Listed Companies and Stock Exchange (Consob) Resolution no. 11971/1999 (Consob Issuer Regulation), the shareholders holding more than 2% of Snam’s share capital at 31 December 2010 are:

Shareholders % of share capital 31.12.2009 % of share capital 31.12.2010
Eni S.p.A. 52.54 52.54
Snam
Pictet Funds (Europe) SA
5.46
2.90
5.44
------

Snam is managed and coordinated by Eni S.p.A and the company is not aware of any agreements among its shareholders, nor have any such agreements been published pursuant to the law. The company has not issued shares which give special controlling rights. The by-laws do not make any restrictions on the transfer of shares or on voting rights.

Change Of Control Clause

Snam and its subsidiaries (hereafter the “Subsidiaries”)30 are party to significant agreements which may be disclosed without causing significant harm to the company and which would become effective, be modified or lapse in the event of a change of control of Snam by Eni S.p.A.

Specifically, these concern:

  • a) agreements for the automatic termination of the contract for short-term loans from Eni S.p.A. (which at 31 December 2010 totalled €1,844 million, including loans from Subsidiaries) and guarantees issued in the interests of Snam and the subsidiaries of Eni S.p.A. or banks against Eni S.p.A. at 31 December 2010, guarantees outstanding totalled €73 million.
  • b) agreements whereby the counterparty can terminate the contract early:
    • Medium to long-term credit facilities with Eni S.p.A. (these amounted to €8,485 million at 31 December 2010);
    • Interest Rate Swaps (IRS) of €6,535 million.

By terminating loan agreements, guarantees and derivatives early, there is the risk that Snam and its Subsidiaries could be unable to secure financing from other sources under the same conditions.

Moreover, the early termination of fixed-rate loans and interest rate swaps takes place at fair value, which may differ from their carrying amount at the termination date.

Snam Rete Gas S.p.A. and its subsidiaries also have agreements with other Subsidiaries of Eni S.p.A. for the provision of services and trade union agreements for healthcare and other employee benefits. Should there be a change in control of Snam by Eni S.p.A., other counterparties may need to be found to provide these services and benefits.

(30) The direct subsidiaries of Snam are: GNL Italia S.p.A., Società Italiana per il Gas S.p.A, - Italgas- Stoccaggi Gas Italia S.p.A-Stogit; and the indirect subsidiaries are: Compagnia Napoletana di Illuminazione e Scaldamento col Gas S.p.A. -Napoletanagas, Rete Gas Roma S.r.l. and Servizi Territori Aree Penisole S.p.A.