Letter from the Chairman of the Remuneration Committee

Dear Shareholders,

I am happy to present the Remuneration Report published annually by Snam and submitted to the vote of the Ordinary Shareholders’ Meeting.

In 2015, as in the previous three-year period, a high percentage of votes in favour of approving the Remuneration Report was recorded, and this confirms the commitment of the Remuneration Committee in proposing to the Board of Directors the adjustments to be made to the remuneration system best for ensuring it is always in line with national and international best practices and to encourage the development of the Company in a manner consistent with its Strategic Plan.

In following these guidelines, the Committee checked the adequacy and consistency of the implemented policy, assessed the final targets of the previous year and defined objectives to assign that are connected with the variable incentive plans. In this area, after making the most of the ideas provided by the stakeholders, it undertook to develop the incentive system by introducing an objective connected with the DJSI and FTSE4GOOD sustainability indexes to the Company’s performance plan.

In early 2016 the Committee also examined the remuneration proposal for the Chief Operating Officer that the CEO made, and assessed it in line with Snam’s general remuneration policy principles and consistent with the assigned responsibilities.

Furthermore, in response to a precise task given by the Board of Directors provided in the Remuneration Report of last year as well, the Committee examined the procedure for implementing several claw-back clauses. It drew up a specific document that will be distributed to the assignees of the incentive plans on the occasion of the next incentive awards or promises.

The Remuneration Committee is therefore delivering the 2016 Remuneration Report to all stakeholders and the Shareholders’ Meeting, which is asked to cast a non-binding vote on the first section, with the hope that this edition will also fully explain and describe Snam’s remuneration system and its contribution to the creation of shared value, which is the Company’s ongoing goal.

I thank the directors Pia Saraceno and Andrea Novelli for their constant and significant efforts put forth in their role of Committee members.

Ing. Elisabetta Oliveri
Chairman of the Remuneration Committee