8. Change-of-control clauses and provisions on takeover bids

Snam and its Controlled Companies are party to significant agreements (which may be disclosed without harming the Company) that take effect, are altered or are terminated in the event that an entity or entities acting in concert, other than CDP, gains control of Snam. This specifically concerns bank finance agreements that allow the other party to terminate the contract prematurely after an entity or entities acting in concert, other than CDP, gains control of Snam.

For Snam, this specifically concerns bank finance agreements that allow the other party to terminate the contract prematurely either after an entity or entities acting in concert, other than CDP, gains control of Snam, or after Snam’s credit rating is downgraded to below predetermined thresholds following said acquisition of control.

The Bylaws do not provide for any exceptions to the passivity rule provisions of Article 104, paragraphs 1 and 2 of the TUF, and do not call for the application of the neutralisation rules set out by Article 104-bis, paragraphs 2 and 3 of the TUF.