EUR 1000.00 For Business Accounts Only

SNAM - EGM 23 October 2019

Italian Law n. 120/2011 introduced a temporary minimum representation (33%) of each
gender within all Boards of Italian listed companies. The legal requirements expired at
the Snam's Board election of April 2019. In item 1 (extraordinary business), the Board of
Directors proposes to amend the Company's Bylaws by introducing the statutory
requirement that each gender shall represent at least one third of the members of the
corporate bodies (Board of Directors and Board of Statutory Auditors), even after the
expiration of legal requirements. We recommend to vote FOR.
In item 2 (ordinary business), it is proposed to terminate the mandate of
PricewaterhouseCoopers (PwC) in 2020, and to appoint Deloitte as independent auditor
for the 2020-2028 period. The proposal aims to align the auditing procedures of Snam
with those of its controlling shareholder CDP SpA and all the companies included in its
consolidation scope. The selection process and the criteria for assessing the offers are
duly disclosed. In our opinion, the appointment of a single auditor for all companies
included in a consolidated group may ensure greater effectiveness and efficiency in the
auditing process. Also taking into account that the annual fees proposed by Deloitte are
reasonable (-20% as compared with audit fees paid to PwC), and that no concerns arise
over the procedures for the selection of the new auditor, we recommend to vote FOR.