2. Restrictions on the transfer of shares and voting rights

The Bylaws do not provide any restrictions on the transfer or ownership of shares. The provisions of law described below make certain restrictions on the transfer and ownership of shares.

Article 19 of Legislative Decree 93/2011 provides that the same party (whether a natural or legal person) may not:

(i) exercise control, directly or indirectly, over an undertaking producing or suppling natural gas or electricity and at the same time exercise control or rights, directly or indirectly, over a natural gas or electricity transmission system operator or over a natural gas or electricity transmission system;

(ii) appoint members of the supervisory board, the board of directors or the bodies that legally represent the company within a transport system operator or a transport system and, simultaneously, directly or indirectly control or hold rights over natural gas production or supply operations².

Pursuant to the Prime Ministerial Decree of 25 May 2012, as of 15 October 2012 (the date on which Eni sold 30% less one share of Snam’s voting capital to CDP Reti S.r.l.), the voting rights assiged to the acquired shares (including through deeds, transactions or agreements of any kind), as well as to shares already held, directly or indirectly, by gas and/or electricity producers or suppliers or by their parents, subsidiaries or associates pursuant to the Italian Civil Code, and any powers of appointment pertaining to them, shall be restricted in compliance with the provisions of Article 19 of Legislative Decree 93/2011.

In accordance with the aforementioned provisions, Eni, along with any other company that produces and sells gas and/or electricity, is forbidden from exercising voting rights at Shareholders’ Meetings, without prejudice to its dividend rights in relation to the Snam shares it holds. For further information on the Unbundling Regulations, please see Section III, Chapter 9.