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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 2015 are analysed in the table below:

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Number of shares

Average cost (€)

Total cost (€ millions)

Share capital (%) (*)


Refers to the share capital in existence at the date of the last repurchase of the year.






Year 2005





Year 2006





Year 2007










Less treasury shares allocated/sold/cancelled:





- granted under the 2005 stock grant plans





- sold under the 2005 stock option plans





- sold under the 2006 stock option plans





- sold under the 2007 stock option plans





- sold under the 2008 stock option plans





- cancelled in 2012 following the resolution by the Extraordinary Shareholders’ Meeting of Snam S.p.A.





Treasury shares held by the Company at 31 December 2015





At 31 December 2015, Snam held 1,127,250 treasury shares, with no nominal value (the same number as at 31 December 2014), equal to 0.03% of its share capital, with a book value of €5 million44.

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 2015, there were no shares committed to incentive plans. No share repurchase plans are in place.

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

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), to which the reader is referred.

Relationships with related parties

Considering the de facto control of CDP S.p.A. over Snam S.p.A., pursuant to the international accounting standard IFRS 10 – Consolidated Financial Statements, based on the current Group ownership structure the related parties of Snam are represented by Snam’s associates and joint ventures as well as by the parent company CDP S.p.A. and its subsidiaries and associates, and direct or indirect subsidiaries, associates and joint ventures of the Ministry of Economy and Finance.

Operations with these parties involve the exchange of goods and the provision of regulated services in the gas sector.

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.

No management or coordination activity of CDP S.p.A. has been formalised or exercised.

As at 31 December 2015, 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” of the Notes to the consolidated financial statements.

Performance of subsidiaries

For performance information concerning the segments 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 performed by Snam are described in the section “Other operating information and results – Innovation for business development” of this Report.

44 The market value at 31 December 2015, calculated by multiplying the number of treasury shares at that date by the period-end official price of €4.850 per share, was approximately €5 million.

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