Letter from the Chairman of the Remuneration Committee

Dear Shareholders,

As Chairman of Snam’s Remuneration Committee, which was established upon the re-appointment of corporate bodies during the Shareholders’ Meeting of 27 April 2016, which, in addition to the undersigned, comprises board members Elisabetta Oliveri and Alessandro Tonetti, I am pleased to present to you Snam’s Remuneration Report for 2017.

The main goal of this Committee is to work on remuneration systems to ensure they continue to consistently support the business strategy and creation of value for shareholders.

Monica de Virgiliis
Chairman of the Remuneration Committee

I am honoured to have taken on this task at a time of significant company changes and I am pleased to start with a solid foundation built by previous committees that confirmed Snam’s Remuneration Report as a best practice at the national level.

The main goal of this Committee is to work on remuneration systems to ensure they continue to consistently support the business strategy and creation of value for shareholders. By maintaining an ongoing dialogue with investors, the Committee proposes appropriate changes to the Board of Directors, including in relation to Snam’s new value drivers and in continuous compliance with international best practices.

The new Committee began its work with recommendations to the Board on the remuneration for the Chairman and CEO. Specifically, the CEO’s remuneration structure was partly determined on the basis of the competitive environment and new challenges the Company will have to address in future years.

Thus, during the year, our work was focused on revising variable incentive systems to strengthen and bring remuneration tools in line with changes in the Strategic Plan using an approach focused on performance and sustainability.

This strategy has made it possible to establish a new long-term, share-based plan, which is described in Section I of the Remuneration Report and in its information memorandum, intended for the Chief Executive Officer and a small number of senior managers who have a greater impact on business results and the creation of value. The plan’s implementation is subject to the approval of the next Shareholders’ Meeting of 11 April.

As usual, the second section of the report contains all information regarding the remuneration measures taken in 2016, which are consistent with the remuneration policy announced that year.

I hope that the actions and changes introduced will be welcomed and reflected in the advisory vote you are asked to cast on the first section of the report. I would also like to thank you in advance for any comments you may wish to make at the Shareholders’ Meetings and in all other discussions. In the future, we will continue our strong commitment to ensure a maximum degree of clarity and transparency.

Ms. Monica de Virgiliis
Chairman of the Remuneration Committee