November 2015 THE SNAM SHAREHOLDER THE GUIDE TO GETTING INVOLVED IN YOUR INVESTMENT Dear shareholders, the purpose of this Guide is to provide both current and potential owners of Snam shares with a summary of relevant information. Starting from 2010, it is part of a series of tools to enhance our communication with retail investors. We believe that the trust you have showed us must be cultivated through an increasingly effective dialogue. The first part of the Guide outlines the Group’s structure, its business and strategic guidelines. The Guide also presents some key features about Snam shares and practical information so that you can really get involved in your role as a shareholder. We hope that these pages will be easy and interesting to read, as well as helpful. By nature, this Guide is not an exhaustive product. In order to obtain more complete information we invite you to visit our corporate website at www.snam.it or, for Snam specific requests, to contact the Investor Mission 3 Relations department. Snam Profile 4 Governance 6 Management 7 Milestones of a long path 8 Snam business 9 Regulation 10 Snam: an investment in sustainability 11 Snam strategy 12 European development 14 Snam on the Stock Exchange Snam stock 17 Stock Market performance 18 Shareholders 19 The bond market 20 The Shareholder returns 21 Get involved in your Snam Investment The steps to investing 23 How to attend the Shareholders’ Meeting 24 How to keep yourself informed and participate in corporate events 25 Glossary 26 Mission

Snam is a European leader in the construction and integrated management of natural gas infrastructure. It favours the right conditions for fair energy costs by managing the gas system efficiently, developing infrastructure and providing integrated services for the market. It promotes the integration of the European networks, including through strategic partnerships with the biggest operators in the sector, along the main continental energy corridors.

Snam follows an ethical and socially responsible business model, capable of generating value for the Company and for the community in which it operates, with acknowledged professionalism and transparent dialogue with all its stakeholders, respecting the environment and the regions. A clear and sustainable long-term development strategy, based on one of the most substantial investment programmes in Italian industry, has enabled the Company to attract Italian and foreign capital, boosting growth and employment.

With over 6,000 employees, Snam is active in natural gas transportation, storage, regasification and urban distribution. Snam manages a national transportation network that is more than 32,000 km long, including eight storage facilities, one regasification plant and a local distribution network that covers over 55,000 km in total.

SNAM SHAREHOLDER | 3 Snam profile

INTEGRATED LEADER IN EUROPE SUSTAINABILITY LOW AND GROUP, OPERATING IN TERMS OF PROCESS AND DIVERSIFIED RISK IN THE REGULATED REGULATORY ASSET VALUE CREATION PROFILE GAS SECTOR IN BASE (RAB) ARE BOTH ITALY STRUCTURED AND INTEGRATED IN THE COMPANY’S BUSINESS MODEL

4 | SNAM SHAREHOLDER

KEY-FIGURES

2014 9M2014 9M2015 GAS INJECTED INTO THE NATIONAL NETWORK bcm 62.28 47.13 49.86

TOTAL REVENUE million euro 3,566 2,648 2,748

EBITDA million euro 2,776 2,111 2,108

REPORTED NET PROFIT million euro * 1,198 863 888

OPERATING INVESTMENTS million euro 1,313 856 803

NET INVESTED CAPITAL billion euro 20.82 20.09 20.94

NET FINANCIAL DEBT billion euro 13.65 13.73 13.71

NET EQUITY billion euro 7.17 6.36 7.23

(*) Net profit is attributable to Snam

SNAM SHAREHOLDER | 5 Governance

Snam’s standards of governance are always in-line with international best practices and with the Borsa Italiana’s Corporate Governance Code for listed companies. A clear and well-structured governance system assures shareholders that the Company is managed and controlled efficiently. Snam has adopted the traditional administration and Oliveri and Pia Saraceno. Five out of nine members are control system, which features three bodies: the independent and the female ratio is represented by three Shareholders’ Meeting, the Board of Directors and the members, which is more than the minimum required by Board of Statutory Auditors. The Shareholders’ Meeting the existing legislation on gender balance. In 2014 the is the body through which shareholders take decisions Board met ten times, counting a presence of 93.3%. and appoints the Board of Directors, the Board of Statutory Auditors and the Auditing firm. Pursuant to The Board has established the following Committees Snam’s Bylaws, in addition to the matters assigned to it for internal purposes with advisory and proactive by law, the Shareholders’ Meeting is also responsible for duties, as required by the Corporate Governance passing resolutions concerning specific acts of sale, Code: (i) Audit and Risk Committee; (ii) Remuneration including within the scope of joint ventures, or Committee and (iii) Nomination Committee. subjection to restrictions of the Company or of business units of strategic importance in relation to gas The Board of Statutory Auditors, the body overseeing transportation and dispatching activities. compliance with the law, consists of 3 standing auditors and 2 alternate auditors. Massimo Gatto is the Snam’s Board of Directors holds the largest ordinary and Chairman, Leo Amato and Stefania Chiaruttini are the extraordinary administrative powers, apart from the acts other two standing auditors; Maria Gimigliano and Luigi that, by law and according to the statute, are the Rinaldi are the two alternate auditors. The Board of responsibility of the AGM. At Snam, the Board approves Statutory Auditors met 18 times in 2014, with an strategic, commercial and financial plans. It defines the average attendance of 94.4%. corporate governance systems and regulations, the policies for remuneration of executives and management The Board and the Board of Statutory Auditors were with strategic responsibilities, and guidelines for internal nominated for three years, on the basis of lists control and risk management. The current Board consists presented by shareholders, from the AGM on 26 of: Lorenzo Bini Smaghi (Chairman), Carlo Malacarne March 2013 until the AGM that in 2016 will approve (Chief Executive Officer), Sabrina Bruno, Alberto Clô, the financial statements at 31 December 2015. Francesco Gori, Yunpeng He, Andrea Novelli, Elisabetta

6 | SNAM SHAREHOLDER Management

At Snam the organisational structure is lean and functional, ensuring a clear distinction of roles and responsibilities. The senior management, which consists of a team of professionals with considerable technical and specialized experience, share a strong commitment to value creation. Lorenzo Bini Smaghi Carlo Malacarne Chairman CEO

Marco Porro Silvio Bianchi Agostino Limonta Federico Ermoli Investor Relations Internal Audit Enterprise risk management Business development and international business

Patrizia Rutigliano Marco Reggiani Sergio Busato Antonio Paccioretti Public Affairs and General Counsel and Human Resources, Planning, Administration, Communications Corporate Affairs Organization and Security Finance and Control

Gaetano Mazzitelli Gloria Gazzano Carlo Eligio Gramola Regulatory Affairs ICT HSEQ, Property and Facilities Management

SNAM SHAREHOLDER | 7 Milestones of a long path

1941 Snam is established, as integrated operator in gas supply, transport and sale.

1941 In the following 60 years, Snam plays a leading role in Italy’s conversion to ˅ methane. It builds an articulated National Network throughout the Italian 1999 territory, while constructing import pipelines, allowing an effective diversification of supply sources, thanks to gas coming from Russia, The Netherlands, Algeria, North Sea and Libya. In 1971, Snam builds the first LNG regasification plant in Italy, in Panigaglia (La Spezia).

2000 In 2000, as per the Letta Decree (Legislative Decree 164/2000) that promotes the gas market liberalisation, Snam Rete Gas is founded. The regulated assets in the transportation, dispatching and LNG regasification activities are conferred to the new company.

2001 On 6 December 2001, Snam Rete Gas begins its path as a listed company; over ˅ the years, its shares consolidate a successful case history in the regulated 2011 transport sector. In 2009, the scope of operations widens: after the acquisition of 100% of Stogit and Italgas from Eni, the Company becomes an integrated operator in regulated activities, with a leading position on the entire European Continent.

2012 At the beginning of 2012, Snam Rete Gas modifies the company structure and changes its name into Snam. It then transfers the gas transport business to a new subsidiary, which assumes the name Snam Rete Gas. In the following October, also the ownership structure experiences major changes: CDP becomes the main shareholder, buying from Eni 30% of Snam share capital.

2012 Over the past four years, Snam has taken a new role as a real European ˅ operator, by progressively expanding its activities on the international scene. today The cooperation with Fluxys for the reverse-flow and the acquisition of equity stakes in TIGF, TAG and IUK today provide the Group with a strategic presence on both the North-South and East-West gas corridors. Snam can therefore actually promote the greater infrastructure interconnection needed to support the evolution of gas import

8 | SNAM SHAREHOLDER Snam business

Gas plays a crucial role in Italian energy sector. Consumption has increased significantly, from 71 billion m3 in 2001 to approximately 83 billion in 2010. However, the current recession that has taken place over the last years has resulted in a drop in consumption of natural gas: in 2014 it fell to 61.9 billion m3, with a reduction of 8.1 billion m3 compared to 2013.

With its 4 regulated business, Snam represents an integrated operator with a leader position in the natural gas system infrastructure.

SNAM SHAREHOLDER | 9 Regulation

Almost all Snam’s consolidated revenues are “regulated”. The Authority for Electricity, Gas and Water (AEEGSI) regulates the different tariff systems for transportation, storage, distribution and regasification services, defining the criteria for setting the tariffs in each regulatory period, which normally lasts four years.

The regulation ensures that the services are provided to third parties according to non- discriminatory criteria.

Operating in a business subject to regulation, Snam has the opportunity to rely on a clear framework both in managing each business and in planning new investments.

TRANSPORTATION * STORAGE * DISTRIBUTION * REGASIFICATION *

Calculation of net Revalued historical cost Revalued historical cost Revalued historical cost Revalued historical cost invested capital Deduction of restoration Parametric method for recognised for regulatory costs centralised assets purposes (RAB)

Return on net invested 6.3% 2014-2015 6.7% 6.9% (distribution) 2014- 7.3% 2014-2015 capital recognised for As of 1 January 2015: 6% 2015 regulatory purposes (pre- 7.2% (metering) 2014- tax WACC) 2015

Extra return on new WACC +1% on new 4% over 8 years (on Incentives relating to WACC +1% on new investments investment carried out expansions of existing service quality investment carried out after 31 December 2013 to capacity) after 31 December 2013 offset the regulatory lag 4% over 16 years (on the to offset the regulatory lag development of new 1% over 7 years (regional storage fields). 2% over 16 years (new network development terminals or increasing investments) As of 1 January 2015: capacity at existing 1% over 10 years (national retention for 8 years of terminals by more than network development 20% of new capacity 30%) investments) auction revenues over and 2% over 10 years (entry above the reference point development revenues investments)

Efficiencies 2.4% on operating costs 0.6% on operting costs. 1.7% on distribution 0% on operating costs (X FACTOR) As of 1 January 2015: operating costs 1.4% on operating costs 0% on metering operating costs

(*) With review of the exogenous variables under discussion and applied starting from January 2016

10 | SNAM SHAREHOLDER Snam: an investment in sustainability

Also in 2015, the Snam continuous commitment to integrate sustainability into corporate policies has led its shares to be included or confirmed into a progressively higher number of specialised indices, based on criteria assessing financial, social and environmental performances.

Thanks to this index membership, Snam enjoys an ever growing visibility among socially responsible investors and, more generally, within the entire financial community.

On 31 December 2014, according to the public information available and to the most recent Shareholder Analysis, funds whose investment process takes into account also SRI (Socially Responsible Investing) criteria own approximately 4.4% of Snam share capital, vs. 3% at the end of 2013.

In 2015 the Snam shares have been confirmed as components of several indices: in the Dow Jones Sustainability World Index (for the seventh year in a row), in the FTSE4Good index series, in which the Company has been listed since 2002, in the Ethibel Pioneer and Excellence indices, in the MSCI World and MSCI ACWI ESG indices and, for the third consecutive year, in the sustainability CDP Italy 100 Climate Disclosure Leadership Index (CDLI), direct emanation of CDP, a non-profit organisation among the most important entities at the international level addressing the climate change issue. Snam collaboration with CDP dates back to 2007.

Moreover, Snam is part of the Vigeo World 120 and Vigeo Europe 120 indices, as well as of the United Nations Global Compact 100 (“GC 100”) Index, developed by the Global Compact of the United Nations, which includes the best 100 companies that distinguished themselves on a global basis by attention paid to ESG issues and is listed in six among the leading ECPI indices, in the Stoxx Global ESG Leaders indices and in the Oekom Research index.

SNAM SHAREHOLDER | 11 Snam Strategy

Snam, in the 2015-2018 period, presents a robust strategy, focusing on four strategic priorities that preserve its low risk profile

SELECTIVE Italy: aiming at high-quality investment opportunities PORTFOLIO Europe: focusing on two strategic gas corridors and providing MANAGEMENT country risk diversification

* Gross of subsides

FINANCIAL Managing capex to meet business environment requirements DISCIPLINE Maintaining a solid and efficient capital structure M&A providing returns’ accretion

In the 2015-2018 period we are committed to:

a safe liquidity profile maintain a solid investment grade profile and a significant fixed rate debt portion exploit potential opportunities from favourable market conditions and future refinancing exercises manage proactively the maturities

12 | SNAM SHAREHOLDER OPERATIONAL Progressing from asset owner to market facilitator MANAGEMENT Keeping up with cost control actions

New services to enhance Snam's role as System Operator NEW SERVICES AREA NEW REVENUE STREAM

OPTIMAL EFFICIENCY LEVEL IN A GROWING BUSINESS (Mn € controllable fixed costs, nominal value) KPI 2014-2018 CAGR

ATTRACTIVE AND 2015 DPS guidance: € 25 cents SUSTAINABLE RETURNS

SNAM SHAREHOLDER | 13 European development

The strategy outlined in the 2015-2018 plan is clear: focus on the two European gas corridors connected to the Italian infrastructure, in order to play a leading role in the integration of European gas infrastructure.

Snam aims to optimise the returns that its international shareholdings can generate. With reference to the North-South corridor, Snam is committed to a close working relationship with Fluxys in order to maximise the value of investment opportunities and commercial activities. Snam will also closely monitor the marketplace in order to capture possible opportunities to complete its exposure to the North-South and East-West corridors.

Snam has a 15.5% stake in Prisma, the European “capacity” IT platform aimed at promoting the harmonisation of access rules and service providing and facilitating the creation of a single European natural gas market.

14 | SNAM SHAREHOLDER STRATEGIC RATIONALE

The largest import pipeline bringing Russian gas from Austrian/Slovak border to Italy Diversification of regulatory and country risk Integrating the East-West gas corridor Strategic opportunity to establish reverse flow capability to Southern Germany and Eastern Europe

STRATEGIC RATIONALE

Key position along the East-West energy corridor Diversification of regulatory and country risk Development opportunities: Value creation from French gas areas unification with additional incentivized investments Increase of Storage competitiveness De-bottlenecking of the Spanish gas grid

STRATEGIC RATIONALE

Represents last section of the South-North corridor connecting to the continental grid one of the major European gas markets Bi-directional flow capacity provides flexibility and diversification of supply sources to UK and Continental Europe

SNAM SHAREHOLDER | 15 Snam on the Stock Exchange

Snam shares have returned great value to shareholders over time.

From 6 December 2001, first trading day after the IPO, to 31 October 2015: about +420% Total Shareholder Return.

From 11.9 in 2012 to 16.5 billion euro as of 31 October 2015 the increase in market capitalisation.

Around 9.5 billion euro total amount of dividends distributed for the fiscal years from 2001 to 2014. Snam stock

Since the IPO on 6 December 2001, Snam stock has always been a blue chip in the Italian equity market, with a sizeable free float and a high daily traded volumes. Snam is currently one of the 40 stocks in the FTSEMIB basket.

Improvements achieved in corporate responsibility have allowed the Snam's shares to be included in the two most important indices representing a benchmark for SRI investors, respectively in the FTSE4Good in 2002 and in the Dow Jones Sustainability Index in 2009, being confirmed in both of them in all the following years.

Over the years, Snam has built and consolidated a clear and consistent equity story, which leverages on the Company’s commitment to create shareholder value. Good fundamentals have moreover led to shareholder remuneration through an attractive and sustainable dividend distribution over time.

SNAM SHAREHOLDER | 17 Stock Market performance

In the following graphs the Snam share is compared with the italian Stock Exchange and with the european utility index. The share, in the second graph, is compared also with the main sustainability indeces.

STOCK PRICE BROKER RECOMMENDATIONS 1 January 2015 - 30 October 2015 (BASE 1 JAN 2015=100)

Snam price as of 31 october 2015: 4.71 €

SNAM, DJSI, FTSE4GOOD AND EPCI 1 January 2015 - 30 October 2015 (BASE 1 JAN 2015=100)

18 | SNAM SHAREHOLDER Shareholders

As of 31 December 2014 Snam share capital amounts to SHAREHOLDERS STRUCTURE 3,696,851,994 euro and is divided into 3,500,638,294 Updated to June 2015 ordinary shares, with no nominal value. Snam is one of the few Italian listed companies whose floating capital exceeds 50%. Snam’s shareholding structure is broad and well-diversified, both by investor type and by geographical distribution.

Thanks to a 60.85% free float, today the market controls the most relevant stake of Snam share capital. Institutional investors, who hold an overall 51.31% stake, are mostly international (96.7%). Retail investors, who have always had a sizeable weight in Snam’s share capital, currently account for a 9.54% share. SHAREHOLDING GEOGRAPHICAL BREAKDOWN CDP Reti is the shareholder controlling the single largest Updated to June 2015 stake in Snam (28.98%), followed by Eni, who holds the shares underlying the 1.25 billion euro convertible bond expiring on 18 January 2016.

Following the completion of the TAG’s stake acquisition and the capital increase that took place in December 2014, CDP Gas owns a 1.12% stake.

The "Italy" percentage figure includes the shares owned by retail investors and the treasury shares

SNAM SHAREHOLDER | 19 The bond market

Since 2013 Snam has undertaken a process of financial DEBT BREAKDOWN optimisation aimed to achieve a competitive cost of debt BY MATURITY over time as well as to make the debt structure more Updated to 30 September 2015 consistent with business requirements, both in terms of financing maturity and of exposure to changes in interest rates. Such activity resulted in the EMTN programme continuation and in the terms re-negotiation of certain pre-existing bank loans, as well as in the increasing contribution of loans by ‘institutional lenders’ such as EIB and CDP.

On 22 June 2015 Snam’s Board of Directors has resolved DEBT BREAKDOWN to renew the annual EMTN Programme started in 2012 for BY TYPE OF INTEREST RATE a maximum total amount confirmed at 12 billion euros. Updated to 30 September 2015 The Board of Directors has subsequently approved the issue by 30 June 2016, through the Programme, of one or more additional bonds, for a maximum total amount of 1.3 billion euros, to be placed with institutional investors operating principally in Europe.

NET FINANCIAL DEBT AS OF 30 SEPTEMBER 2015: 13,709 MILLION EURO

RATING

20 | SNAM SHAREHOLDER The shareholder returns

Snam dividend policy is characterised by an attractive level of yield and by the ability to sustain that level over the years, thanks to highly visible financial results (strengthened by the contribution from international associates), by the solidity of capital structure and by the continuous quest for operational and financial efficiencies.

On the back of those premises, the Snam Plan sets a guidance of dividend per share of 25 euro cents for the 2015 fiscal year. The goal of ensuring an attractive and sustainable shareholder remuneration remains a priority in the structure of Snam strategy as well as in the management commitment for an effective execution of the Plan.

DIVIDEND PER SHARE (€)

DIVIDEND YIELD (%)

On October 31st 2015 Dividend Yield is equal to 5.3%

SNAM SHAREHOLDER | 21 Get involved in your Snam Investment

How do I become a shareholder? The steps you need to take to invest are very easy: you can find a description on page 23. Once you have become a shareholder, you will automatically receive a dividend when it is distributed.

How do I vote at the Shareholders' Meeting? To vote means to get involved in your role as a shareholder. It is your right to attend the Shareholders' Meeting and to express vote: we explain how to do it on page 24. The steps to investing

You can buy Snam shares on the stock market, through a financial intermediary: a bank or an authorized SIM (Società di Intermediazione Mobiliare, i.e. a broker).

How to buy shares How to collect dividends It is very easy to buy shares: all you need is to Once you have become a shareholder, the have a bank account. You have to indicate how dividend will be paid automatically to your many shares you want to buy and, if account. appropriate, the price at which the transaction should be completed. Once you hold a certain number of shares, you do not need to do anything in order to receive the respective To buy Snam shares you need to have an account dividends. If you still own the shares when the with an authorized intermediary: a bank or a SIM. coupon is detached, on payment date the amount You can place the purchase order through the will be directly paid to your account through the intermediary or through the online trading systems financial intermediary managing your brokerage that the intermediaries make available for their account. clients. In the purchase order you have to specify the number of shares you want to include in your portfolio, indicating a price limit and a time limit for YOU CAN MONITOR THE PERFORMANCE OF the order’s validity, if appropriate. A market-to-limit YOUR INVESTMENT IN SNAM BY: order will be executed buying the maximum number VISITING THE IR SECTION OF SNAM of shares available at the lowest price at that time. WEBSITE, WWW.SNAMRETEGAS.IT, The intermediary issues the “executed order” when SECTION INVESTOR RELATIONS/SNAM completed. Shares listed on the stock market are STOCK; “dematerialised” securities – therefore following the VISITING BORSA ITALIANA WEBSITE, purchase you will not receive any actual printed share WWW.BORSAITALIANA.IT, SECTION certificate. The intermediary’s written confirmation is QUOTES/STOCKS; CONSULTING LEADING FINANCIAL proof that the shares should be credited to the NEWSPAPERS AND WEBSITES. shareholder’s account.

SNAM SHAREHOLDER | 23 How to attend the Shareholders' Meeting

How to monitor the call notice How to attend The Shareholders’ Meeting is called through a NOTICE, You can attend the Meeting in person, according to the indicating the date, time and venue for the Meeting and the provisions of the Call Notice, or you can be represented by agenda. Within ten days after publication of the Notice, means of a written proxy. Shareholders who, even jointly, represent at least 2.5% of the The proxy form can be downloaded from the Snam website, in share capital may request the SUPPLEMENT to the list of the sub-section Governance / Shareholders’ Meetings for matters to be discussed or may present proposals for participating and voting by proxy. Notification of proxy resolution on items already on the agenda. Questions must be delegation may be sent: submitted in writing by recorded delivery or by certified e- mail to [email protected], accompanied by a 1. By mail to the Registered Office of the Company: description of the items requested for resolution or of the Snam S.p.A. Legal, Corporate and Compliance reasons for further proposals for resolution presented on items Department already on the agenda. (Shareholders’ Meeting proxies) Piazza Santa Barbara, 7 - 20097 San Donato Milanese How to communicate your (MI) – Italy participation 2. By certified e-mail to: [email protected] or In order to attend the Meeting, you have to ask the financial to: [email protected] intermediary (bank or SIM) with whom the Snam shares are 3. By fax no. +39 02 37037631 - Legal, Corporate and deposited to issue a “Certification of attendance”, attesting Compliance Department of Snam. your possession of the right to participate, by the close of business of the seventh trading day preceding the Meeting. Snam shareholders also have a DESIGNATED REPRESENTATIVE, to whom they may delegate proxy with voting instructions on any or all of the proposals in the The Certification must reach Snam by the end of the third agenda, free of charge. market trading day before the date set for the only call of the Meeting. It makes sense to ask your financial intermediary to issue the certification some days in advance. Those who take possession of shares after the record date shall not have a The Ordinary Shareholders’ Meeting right to participate or to vote in the Meeting. The Ordinary Shareholders’ Meeting must be called at least once a year, within 180 days after the fiscal year ends, to You are allowed to submit questions about subjects on the approve the financial statements of fiscal year ending on 31 agenda even before the Meeting, having them reach the December; it also approves dividend distribution as proposed Company by the end of the third market trading day before by the Board of Directors and, periodically, appoints members the date set for the first call of the Meeting: of the Board and Statutory Auditors; it also determines their remuneration. 1. By mail to the following address Snam S.p.A. Legal, Corporate and Compliance The Extraordinary Shareholders’ Meeting Department The Extraordinary Shareholders’ Meeting is called when (Shareholders’ Meeting Questions) amendments to the Articles of Association are needed, or Piazza Santa Barbara, 7 - 20097 San Donato Milanese when extraordinary capital transactions need to be approved. (MI) – Italy 2. By fax to the Snam Legal, Corporate and Compliance Department at the n.+ 39 02 37037631; Documentation regarding the items on the agenda is available 3. By e-mail to [email protected]; at Snam’s registered office and at Borsa Italiana SpA. It is also 4. Using the appropriate section of the Company available on the Company website. For additional information Website. concerning the Meeting, please consult the appropriate section of the Company website, or send an e-mail to the address Questions will be answered no later than during the Meeting. [email protected]. The following are also in Please check in advance whether the information you mean to operation: the toll-free number 800-360243 (calls from Italy), request is available or not in FAQ format in the appropriate or phone number +39 02 37000890 and, lastly, the fax section of the corporate website. number +39 02 37037631.

TO LEARN MORE ABOUT SHAREHOLDERS’ MEETING PROCEDURES YOU CAN REFER TO THE “REGULATIONS OF MEETINGS” AVAILABLE AT WWW.SNAM.IT, SECTION GOVERNANCE/SOCIAL BODIES/SHAREHOLDER’S MEETINGS.

24 | SNAM SHAREHOLDER How to keep yourself informed and participate in corporate events

Snam makes a series of tools available to its current and future shareholders, through a variety of information channels. All documents are downloadable from the corporate website (www.snam.it).

is "Il metanino", an annual pubblication which provides an overview Section “Snam stock” on the main aspects and developments of the European and From the home page of the INVESTOR RELATIONS section you can international gas market. The context in which Snam's energy go to the sub-section “SNAM STOCK”; there you can find business operates is outlined via the detailed data for single information about Snam share price and volumes, interactive countries and geographical regions. charts that provide comparative performances of the Snam share vis-à-vis its peers and with sector indices; you can even calculate the return over a certain time span of the number of shares you have purchased. Reports Inside the INVESTOR RELATIONS section you also have access to the REPORTS subsection; there you can find, starting from 2003, Investors publications annual, interim and quarterly reports. Among contents of its INVESTOR RELATIONS section Snam website presents a subsection, "INVESTORS PUBLICATIONS", in which you can find the complete series of the issues of six different Press releases products, aimed to keep shareholders informed about results and Inside the MEDIA section you can access Company PRESS perspectives of Snam. Besides the issues of this Guide “The Snam RELEASES, starting from 2001. You can also use the E-mail alert Shareholder”, you can read ‘online’, download or print the Fact service to receive information about calendar events or news book, the summary of facts, numbers and results which are useful published on the website, by typing your personal details. The for understanding the Company and its businesses; the FMR, a registration is free of charge. monthly publication on the stock market’s performance and its sectors, with a specific focus on the Utility sector and on Snam’s performance. And also, the “News@facts” quarterly newsletter, Meetings’ minutes and documents that aims to show clearly and concisely the Company’s results, as In the GOVERNANCE section, inside the subsection SOCIAL well as the performance and investments of its different BODIES/SHAREHOLDERS’ MEETINGS, you can read or download businesses; the "Corporate Social Responsibility Review", a half- the Shareholders’ Meeting Regulations and a series of minutes and yearly review which focuses on Corporate Social Responsibility documents related to Meetings held starting from 2002: the notice topics, with a specific analysis of Social Responsible Investing (SRI). of call, the Board of Directors’ reports about the proposed The review also shows exemplary CSR practices employed by other resolutions presented to the Meeting, the minutes of the Meeting Italian companies, an the latest sustainability news. The last one and the Meetings’ resolutions.

New information channels

RSS e Podcast The presence on social media Among the “utility buttons” at the top of each page of the Snam Twitter is the first social network account opened by Snam; on that website you can find the RSS (Really Simple Syndication) and channel, the Company is increasingly active, posting and Podcast services. interacting with stakeholders, especially during events and shows. You can learn more and follow news about Snam also on Facebook, LinkedIn and Wikipedia. Group videos and photos are shared on Snam Apps YouTube, Instagram and Flickr while presentations are available on Snam has developed two apps, “The Snam Network App” and Slideshare. Snam makes use of the google+ platform as a tool for “Snam Reports”, for iPad and iPhone, which allow shareholders to its online conferences. receive continuously updated information on latest Group news. The apps are downloadable for free.

PAPER COPIES OF THE ALL THE ABOVE MENTIONED DOCUMENTS IF YOU WISH TO RECEIVE INFORMATION DOCUMENTS BY MAIL, ARE AVAILABLE AT THE COMPANY’S REGISTERED OFFICE OR WITH PLEASE ASK THE INVESTOR RELATIONS DEPARTMENT. YOU CAN FIND BORSA ITALIANA SPA. THEIR CONTACTS ON THE LAST PAGE OF THIS GUIDE.

SNAM SHAREHOLDER | 25 Glossary

At the top of any page of our website (www.snam.it), you can find a glossary explaining the meaning of economic and financial terms, technical terms and regulatory terms as well as the definition of units of measurement. Below we have included the meaning of the terms presented in this Guide.

Economic-financial terms Technical terms

Treasury shares Compression Stations Shares owned by the Company, which it has repurchased for a Facilities that increase the pressure of gas in the pipelines to bring it variety of objectives. to the necessary level to ensure the required gas flows or facilities that lower the gas pressure to allow the injection into storage fields. The Compression Stations are positioned along the National Pipeline Capital gain Network and generally comprise several compression units. It measures the return of an equity investment linked to the cost, in terms of the percentage ratio share price at the beginning of Dispatching centre the period to share price at the end of the period. Operating centre continuously controlled, which is responsible for monitoring, overseeing and remote control of the transport Market capitalization network, receiving telecommunication information about the gas Value of a listed company which is obtained by multiplying the pressure, capacity and temperature as well as about the state of the share price by the number of outstanding shares. valves at the interception of the pipelines and of the Compression Stations. On the back of the information received and according to Corporate governance transport programs, the Dispatching Centre regulates gas flows, Set of rules that monitor and guide the companies’ management remotely controlling valves and compression units. and control. The corporate governance systems establish the segregation of duties and rights amongst the corporate roles by Liquefied natural gas (LNG) assigning tasks, responsibilities and decision-making powers. Natural gas, that has been liquefied by cooling at - 161°C under normal atmospheric pressure in order to make it suitable for Dividend yield transportation by special ships (tankers) or for storage in tanks. In It measures the yield of an equity investment linked to the dividend order to be injected into the transportation network, the liquid distribution, in terms of percentage ratio of dividend for the fiscal product must first be reconverted into its gas state in regasification year to the year-end share price. plants and brought up to the pressure in the pipelines.

Ordinary and extraordinary dividend National Gas Pipeline Network The ordinary dividend stems from earning and is a share of the The network comprises pipelines and plants which are of the size year’s net profit. In the case of an extraordinary dividend, however, needed to meet the requirements for imports, exports and the main shareholders receive a part of the Company’s distributable reserves. national production and storage facilities which transfer large This amount may come from provisions made in prior years, from quantities of gas from entry points to large areas of consumption. the disposal of Company assets or from other corporate strategies. Natural Gas Total shareholder return (TSR) Mixture of hydrocarbons, composed mainly of methane and with It measures the overall percentage return of an equity investment, some small amounts of ethane, propane and higher hydrocarbons. calculated on an annual basis, considering both capital gain and The natural gas injected into the pipeline network must respect a dividend yield, assuming that the distributed dividend is re-invested set quality so as to guarantee its compatibility with the gas already in the stock at the ex-dividend date. in the pipelines. National Gas Transportation Network Treasury shares The network consists of pipelines, compression stations and Shares owned by the Company, which it has repurchased for a infrastructure, which work both at national and regional levels, to variety of objectives. ensure the transportation of gas by interconnections to the international networks, to production and storage facilities, to the redelivery points for gas distribution and consumption.

Regulatory terms Regional Transportation Network The network consists of a pipeline which allows natural gas to be Regulated activities transported across geographic areas, typically at a regional level. Activities subject to regulation by the Regulatory Authority for Electricity, Gas and Water. In the gas business transportation, Shipper or User distribution, storage and regasification are regulated activities. User of the gas system. Shippers purchase natural gas from producers, importers or other Shippers and sell it to other Shippers Regulatory Asset Base (RAB) or to final users, including electricity producers and industrial plants, RAB value of net invested capital is calculated as per the criteria which are usually connected to the Transport Network, or to the established by the Regulatory Authority for Electricity, Gas and residential and commercial clients, which are connected to the local Water for companies operating in the transportation and dispatch of distribution network, or to other Shippers. natural gas, LNG regasification, storage and distribution in order to set the reference revenue.

Regulatory period Period of time for which the regulation is defined by the Authority for each different sector.

26 | SNAM SHAREHOLDER Snam To gain greater knowledge

Borsa Italiana Entsog - European Network of Transmission System www.borsaitaliana.it Operators for Gas www.entsog.eu

Consob Ceer - Council of Europe on Energy Regulators www.consob.it www.energy-regulators.eu

Electricity and Gas Authority (AEEG) Dow Jones Sustainability Index www.autorita.energia.it www.sustainability-indices.com

Erg - Energy Regulators Group FTSE4Good Index Series www.erg.eu.int www.ftse.com/Indices/FTSE4Good_Index_Series/index.jsp

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