Other information

Treasury shares

The treasury shares held by the Company at 31 December 2013 are analysed in the table below:

The share capital as at 31 December 2013 consisted of 3,381,638,294 shares with no nominal value (unchanged from 31 December 2012), with a total value of €3,571,187,994 (unchanged from 31 December 2012).

As at 31 December 2013, Snam had 1,672,850 treasury shares, equal to 0.05% of the share capital (2,906,550 shares, equal to 0.09% at 31 December 2012), with a book value of €7 million⁴⁸. There were 545,600 treasury shares tied up in stock option plans as at 31 December 2013.

No share repurchase plans have been in place since 2008.

In addition, it is confirmed that the subsidiaries of Snam S.p.A. do not hold, and have not been authorised by their Shareholders’ Meetings to acquire, shares in Snam S.p.A.

Incentive plans for managers with Snam shares

As of 2009, Snam discontinued the managers’ incentive plan based on grants of stock options to executives of Snam and its subsidiaries pursuant to Article 2359 of the Italian Civil Code.

The previous stock option plans, of which only those relating to the 2008 grant were in place as at 31 December 2013, granted, free of charge, rights to buy Snam shares to those executives of Snam and its subsidiaries who were directly in charge of Company results or of strategic interest. The options entitle each beneficiary to buy the shares, at a ratio of 1:1, at a price equal to the average of the official stock market prices in the month preceding the grant or, if higher, the average cost of the treasury shares held on the day preceding the grant date.

Specifically, for the 2002-2004⁴⁹ and 2005 plans⁵⁰ the options may be exercised after three years from the option grant date (vesting period) and for a maximum period of five years (exercise period), whereas for the 2006-2008 plan the vesting period and the exercise period shall each last for three years.

The 2006-2008 plan⁵¹ also stipulates that at the end of each three-year vesting period, the Board of Directors decides the number of options which can be exercised using a scale of between 0 and 100%, based on the average Total Shareholders’ Return (TSR) of the Snam stock compared to that of the six main European utilities companies listed and operating on regulated markets⁵².

At 31 December 2013 there were 545,600 options outstanding for the purchase of 545,600 Snam ordinary shares with no nominal value, which were fully exercisable. The options relate to the 2008 grant, with a strike price of €3.463.

Changes in the stock option plans at 31 December 2013 are as follows:

Compensation paid to directors and statutory auditors, general managers and managers with strategic responsibilities, and investments held by each of these

Information on the compensation paid to directors and statutory auditors, general managers and managers with strategic responsibilities, and the equity investments held by each of these, can be found in the Remuneration Report, which is prepared in accordance with Article 123-ter of Legislative Decree 58/1998 (TUF). The Remuneration Report is available in the “Governance” section of the Snam website (www.snam.it).

Relationships with related parties

As at 31 December 2013, Cassa Depositi e Prestiti (CDP) held 30.00% of the voting capital of Snam S.p.A.

Based on Snam’s current ownership structure, the parties related to Snam include (in addition to non-consolidated subsidiaries and companies associated with the Group or under its joint control) the subsidiaries directly or indirectly controlled by CDP and the Ministry of Economy and Finance. Transactions with these entities refer to the exchange of assets and the provision of regulated services within the gas sector and, with regard to CDP, the provision of financial resources.

These transactions are part of ordinary business operations and are generally settled at market conditions, i.e. the conditions which would be applied for two independent parties. All the transactions carried out were in the interest of the companies of the Snam Group.

Pursuant to the provisions of the relevant legislation, the Company has adopted internal procedures to ensure that transactions carried out with related parties by Snam or its subsidiaries are transparent and correct in their substance and procedure⁵³.

Directors and auditors declare their interests affecting the Company and the Group every six months, and/or when changes in said interests occur; they also inform the Chief Executive Officer (or the Chairman, in the case of the Chief Executive Officer), who in turns informs the other directors and the Board of Statutory Auditors, of individual transactions that the Company intends to carry out and in which they have an interest.

The amounts involved in commercial, financial and other transactions with related parties, a description of the nature of the key transactions, and their effect on the balance sheet, income statement and statement of cash flows are given in Note 38 of the notes to the consolidated financial statements and, with regard to the parent company Snam S.p.A., in Note 33 of the notes to the separate financial statements.

Relations with managers with strategic responsibilities (Key Managers) are shown in Note 32 of the notes to the consolidated financial statements.

Performance of subsidiaries

For performance information concerning the sectors in which the Company operates wholly or in part through subsidiaries, please refer to the sections “Business segment operating performance” and “Financial review” within this Report.

Branch offices

As required by Article 2428, paragraph 5 of the Italian Civil Code, it is noted that Snam does not have branch offices.

Research and Development

Research and development activities carried out by Snam are described by business segment in the section “Commitment to sustainable development”.

Post-balance sheet events

Post-balance sheet events are described in the review under the “Business segment operating performance” section.