Other information

Treasury shares

In compliance with the provisions of Article 2428 of the Italian Civil Code, the treasury shares held by the Company at 31 December 2014 are analysed in the table below:

At 31 December 2013, Snam had 1,127,250 treasury shares, equal to 0.03% of the share capital (1,672,850 shares, equal to 0.05% of the share capital at 31 December 2013), with a book value of €5 million⁷⁰.

No share repurchase plans have been in place since 2008.

It is also certified that the subsidiaries of Snam S.p.A. do not hold, and have not been authorised by their Shareholders’ Meetings to acquire, shares of Snam S.p.A.

Incentive plans for executives with Snam shares

As of 2009, Snam discontinued the managers’ incentive plan based on the allocation of stock options to executives of Snam and its subsidiaries pursuant to Article 2359 of the Italian Civil Code. The last managers’ incentive plan based on the allocation of stock options, the 2006-2008 Plan, reached maturity on 29 July 2014. Consequently, at 31 December 2014 no stock option plans existed.

The change in the stock option plans allocated pursuant to the previous plans is 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

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 relate 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 by Snam or its subsidiaries with related parties are transparent and correct in their substance and procedure.

Directors and auditors declare potential interests they have in relation to 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’s interests), 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.

Snam is not subject to management and coordination. As at 31 December 2014, Snam manages and coordinates its subsidiaries, pursuant to Article 2497 et seq. of the Italian Civil Code.

The amounts involved in commercial, miscellaneous and financial relations with related parties, descriptions of the key transactions and the impact of these on the balance sheet, income statement and cash flows, are provided in Note 33 – “Relationships with related parties” of the Notes to the consolidated financial statements.

Relations with managers with strategic responsibilities (Key Managers) are shown in Note 26 – “Operating costs” in 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 4 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 section entitled “Annual profile – Transactions completed after the end of the year” in this Report.

With reference to the operating segments, post-balance sheet events are described in the “Business segment operating performance” section.