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 2012 the share capital of Snam totalled €3,571,187,994.00, represented by 3,381,638,294 ordinary shares without indication of the par value.

Snam shares are listed in the FTSE MIB index of Borsa Italiana, on the main international indices (STOXX, S&P, MSCI and the FTSE), 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 authorisation to increase the share capital, pursuant to Article 2443 of the Italian Civil Code.

At 31 December 2012 the total number of treasury shares held by the Company was 2,906,550, equal to 0.09% of the share capital. The proportion of floating capital was 49.68%.

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 pursuant to 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 2012 are:

There are no shareholders who exercise control over Snam. Snam is not subject to management and coordination. Snam carries out the management and coordination of its own subsidiaries.

Snam is not aware of any shareholder agreements or other agreements between shareholders (nor are any such agreements disclosed by law).

Change of control clauses

Snam and its subsidiaries are parties to significant agreements (disclosed without causing harm to the Company) which enter into effect, may be amended or may be cancelled in the event of acquisition of control over Snam by an entity or entities, acting jointly, other than Cassa Depositi e Prestiti S.p.A. In particular, this concerns bank loan agreements concluded in 2012 as a result of the loss of control of Snam by eni S.p.A. For Snam S.p.A., this specifically concerns agreements that allow the other party to terminate the contract after an entity or entities acting in concert, other than Cassa Depositi e Prestiti, gain control of Snam such that its credit rating is downgraded to below the defined thresholds.