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 2011 the share capital of Snam totalled €3,571,187,994.00, represented by 3,571,187,994 ordinary shares each with a par value of €1.

Snam shares are listed in the FTSE MIB index of Borsa Italiana, on the main international indices (Stoxx Europe, S&P Europe, MSCI Europe), and on the major sustainability indices Dow Jones Sustainability World Index, FTSE4Good Index, Stoxx Global ESG Leaders, and the ECPI family of indices.

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 2011 the total number of treasury shares held by the company was 192,553,051, equal to 5.39% of the share capital. The proportion of floating capital was 42.08%.

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 Consob Resolution 11971/1999 (Consob Issuer Regulation), the shareholders holding more than 2% of Snam’s share capital at 31 December 2011 are:

Snam is managed and coordinated by Eni S.p.A. and in turn Snam manages and coordinates its subsidiaries. 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 Articles of Association do not make any restrictions on the transfer of shares or on voting rights.

Change of control clauses and provisions of the Articles of Association on public share offerings

Change of control clauses

Snam and its subsidiaries (hereafter, the “Subsidiaries”)³² are parties to significant agreements (which may be disclosed without causing serious harm to the company) which become effective, are amended or extinguished in the event of a change of control over Snam by Eni S.p.A. In particular:

a) Agreements whereby the counterparty can terminate the contract early:

• Short-term credit facilities with Eni S.p.A. (amounting to €2,787 million at 31 December 2011);
• Guarantees issued in the interests of Snam and its subsidiaries by Eni S.p.A. or banks against Eni S.p.A. (amounting to a total of €85 million at 31 December 2011);
• Medium to long-term credit facilities with Eni S.p.A. (amounting to €8,085 million at 31 December 2011);
• Derivatives hedging interest rate fluctuations (Interest Rate Swap - IRS) held with Eni S.p.A., for a par value of €6,435 million at 31 December 2011;

The acceleration of loan agreements, agreements for centralised treasury services, guarantees and derivatives would expose Snam and its subsidiaries to the risk of not being able to obtain financing from other sources under current 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.

b) In the event of a change of control, agreements with Eni S.p.A. for services may need to be changed for agreements with other counterparties.

Provisions of Articles of Association on public share offerings

The Articles of Association do not derogate from the provisions on the passivity rule set forth in Article 104, paragraphs 1 and 2 of the TUF and do not provide for the implementation of the neutralisation rules described in Article 104-bis, paragraphs 2 and 3 of the TUF.