8. Shareholder agreements

The leading direct shareholder of Snam is CDP RETI, which is controlled by CDP (59.1%) and State Grid Europe Limited (SGEL) (35%), which in turn is wholly owned by State Grid International Development Limited.

CDP, SGEL and State Grid International Development Limited are parties to a Shareholder Agreement that also involves Snam. This agreement was drawn up when a 35% stake in CDP RETI was transferred to State Grid Europe Limited on 27 November 2014, and was amended on 23 December 2014 to take into account the changes relating to the equity investment in Snam held by CDP that took place following the transfer to Snam of the equity investment held by CDP, via CDP GAS S.r.l., in TAG. Specifically, the agreement – which has a three-year term from the date of signing and will be renewed automatically for subsequent three-year periods, unless one of the parties withdraws – grants SGEL governance rights to protect its investment in CDP RETI.

The rights and obligations of SGEL with regard to Snam, as set out in the Shareholder Agreement, include in particular the following:

• As long as SGEL holds an equity investment of at least 20% in CDP RETI, it shall be entitled to appoint a candidate to be included on the list of candidates for the position of director of Snam, which will be submitted by CDP RETI at the Shareholders’ Meeting called to appoint members of the Board of Directors.
• SGEL’s candidate must be included on the list in a position that would guarantee their appointment to the position of director of Snam if the CDP RETI list obtains a majority of votes at the Shareholders’ Meeting.
• SGEL has undertaken to ensure that the director appointed by it to Snam’s Board of Directors (if and to the extent that said director is not independent pursuant to Article 148 of the TUF) shall abstain, to the maximum extent permitted by law, from receiving information and/or documentation from Snam in relation to matters on which there is a conflict of interests for SGEL and/or any affiliated party, in relation to business opportunities in which Snam, on the one hand, and SGEL and/or an affiliated party, on the other, have an interest and may be in competition. Furthermore, said director may not take part in the discussions of Snam’s Board of Directors concerning the aforementioned matters.