Section III - Structure of the corporate governance system adopted by the company

1. Shareholders’ Meeting and shareholders’ rights

Shareholders’ Meetings are privileged corporate meetings between the Company’s management and its shareholders. In order to get shareholders actively involved in the Company, Snam has introduced various measures aimed at encouraging shareholders’ participation in decisions to be made at Shareholders’ Meetings and facilitating the exercise of their rights.

In particular, in 2010 Snam made revisions to its Bylaws resulting from the transposition in Italy, via Legislative Decree No. 27 of 27 January 2010, of Directive 2007/36/EC concerning the exercise of certain rights of shareholders of listed companies (the “Shareholders’ Rights Directive”).

By introducing measures which the legislation leaves to companies’ choice, Snam aimed to provide its shareholders with additional tools to encourage them to take part in Shareholders’ Meetings and exercise their voting rights (e.g. appointment of the listed company’s representative). The Bylaws provide for a combined notice of meeting for both the Ordinary and Extraordinary Shareholders’ Meetings.

Ordinary Shareholders’ Meeting

The Ordinary Shareholders’ Meeting passes resolutions on matters assigned to it by law, with the majorities stipulated by law, without prejudice to the following.

Based on the provisions of Article 12 of the Bylaws, the Ordinary Shareholders’ Meeting also authorises resolutions concerning the sale, transfer, leasing, usufruct and any other act of disposal, including within the scope of joint ventures, or subjection to restrictions, of the Company or of business units of strategic importance in relation to gas transportation and dispatching activities, without prejudice to the directors’ responsibility for the acts carried out, pursuant to Article 2364, paragraph 1.5 of the Italian Civil Code. Resolutions in such matters are adopted by a favourable vote of shareholders representing at least three quarters of the capital present at the meeting.

Extraordinary Shareholders’ Meeting

The Extraordinary Shareholders’ Meeting passes resolutions on matters assigned to it by law, without prejudice to the following, by a favourable vote of shareholders representing at least three quarters of the capital present at the meeting.

Pursuant to the Bylaws stipulate the Board of Directors has the power to adopt decisions regarding:

• mergers and demergers pursuant to Articles 2505 and 2505-bis of the Italian Civil Code;
• the opening, modification and closure of additional offices;
• the reduction in the share capital upon withdrawal
• of one or more shareholders;
• compliance of the Bylaws with regulatory provisions;
• the transfer of the registered office within Italy.

Shareholders’ Meeting regulations

As provided for by the Code of Corporate Governance, the Shareholders’ Meeting is governed by meeting regulations which require that Company Shareholders’ Meetings be held in an orderly and functional manner and guarantee the right of each attending shareholder to state his opinion on the items under discussion.

The Company adopted a set of Shareholders’ Meeting regulations by resolution of the Ordinary Shareholders’ Meeting of 27 July 2001 (subsequently amended on 27 April 2004 and 13 April 2011), which can be consulted on the Company’s website (http://www.snam.it/en/Governance/Social_bodies/shareholders_meeting/Regulation_meetings.html).

Right to contribute to Shareholders’ Meetings

The right to contribute to Shareholders’ Meetings is governed by law, the Bylaws, the Shareholders’ Meeting regulations and the provisions contained in the notice of meeting. Authorisation to contribute to Shareholders’ Meetings is granted pursuant to the relevant provisions of law.

Those with voting rights may be represented by written proxy within the legal limits; notice of this proxy may be given by certified email. The related documents shall be kept by the Company.

The Shareholders’ Meeting regulations govern, inter alia, the procedures that entitle each shareholder to speak on the issues discussed. Specifically, at the beginning of the meeting, the Chairman of the Shareholders’ Meeting lists the agenda items and sets a maximum duration for each speech. The request to contribute to individual agenda items may be presented to the Chairman from the beginning of the Meeting and until the Chairman opens the discussion on the relevant item.

To facilitate shareholder participation, the Bylaws indicate that the Company must provide shareholder associations which satisfy the pertinent regulatory requirements with space to communicate and gather proxies from employee shareholders of the Company and its Controlled Companies. The terms and procedures for gathering proxies are agreed from time to time with the legal representatives of said associations.

Shareholders may ask questions about agenda items both prior to and during the Meeting. Questions arriving before the Shareholders’ Meeting will be answered no later than during the Meeting. The information is provided in compliance with the rules for price-sensitive information.

Shareholders’ Meetings held in 2013

There was one Shareholders’ Meeting during the 2013 financial year, on 26 March 2013, in an ordinary and an extraordinary session. The Ordinary Shareholders’ Meeting voted on the following items:

• approval of the 2012 financial statements;
• allocation of net profit for the period and distribution of dividends;
• approval of the remuneration policy pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998;
• re-election of the corporate bodies (Board of Directors and Board of Statutory Auditors).

The Extraordinary Shareholders’ Meeting resolved to amend Articles 2, 5, 6, 9, 12, 13, 16, 17 and 20 of the Bylaws (see Section I, Chapter 6 of the Report).

All the directors spoke at the Shareholders’ Meeting. The Chairman of the Remuneration Committee also spoke, describing the remuneration policy guidelines followed by the Company.

The Board of Directors endeavoured to make sure to provide shareholders with adequate information for the Shareholders’ Meeting of 26 March 2013, making reports on the draft resolutions available at the Company’s registered office, at Borsa Italiana S.p.A. and on the Company website, in accordance with the law. These reports were also sent to those who had requested a copy and were available before entering in the room in which the Shareholders’ Meeting was held, along with other useful documentation.