Introduction

This Report, approved by the Board of Directors on 6 March 2017 at the proposal of the Remuneration Committee, in compliance with the existing legislative and regulatory obligations¹, defines and illustrates:

• in the first section, the Policy adopted by Snam S.p.A. for 2017 (hereinafter “Snam” or the “Company”) for the remuneration of Directors and Managers with Strategic Responsibilities², specifying the general aims pursued, the bodies involved and the procedures used for the adoption and implementation of the Policy. The general principles and guidelines defined in the Snam Policy also identify the establishment of the remuneration policies of the companies directly and indirectly controlled by Snam;
• in the second section, compensation paid in 2016 to named Snam Directors, Auditors, and, in total, to Managers with Strategic Responsibilities.

The remuneration policy illustrated in this Report was also adopted by the Company, as laid down by Consob Regulation 17221/2010 on related-party transactions, also pursuant to and in accordance with Article 10.6 of the “Transactions in which directors and statutory auditors have an interest and related-party transactions” Procedure (“Related-Parties Procedure”) approved by the Board of Directors on 30 November 2010 and later amended.

The Policy described in the first section of the Report was prepared in line with the recommendations on remuneration in the Italian Code of Corporate Governance approved by the Corporate Governance Committee (hereinafter the “Code of Corporate Governance”), as amended in the July 2015 edition to which Snam adheres.

The text of this Report is available to the public at the registered office, on the Company’s website³ and on the website of Borsa Italiana by the twenty-first day prior to the date of the Shareholders’ Meeting called for the approval of the 2016 financial statements and called to express non-binding approval of the first section of said Report, in accordance with existing legislation⁴.