In item 1 of the extraordinary session, the Board of Directors requests the authorization to cancel up to maximum 129'164'660 treasury shares (3.8%). The maximum number of shares to be cancelled is reasonable, and the cancellation of treasury shares will have no effects on existing shareholders' rights. However, in light of the Covid-19 pandemic, ECGS believes that a re-issue of treasury shares is much more advisable to allow the Company to better face expected macroeconomic difficulties. The net proceeds from the sale of treasury shares might be used, for instance, to reduce the Company's net debt or to support sustainability initiatives. Therefore, we recommend shareholders to OPPOSE.

In item 3 of the ordinary session, it is proposed to authorize the Board to buy-back shares representing, together with treasury shares currently held, no more than 6.5% of the share capital. The terms of the authorization are in line with our guidelines, but ECGS considers that the potential impact of the Covid-19 induced crisis is not yet clearly known. Therefore, we consider that it is not appropriate to seek approval for a new buyback programme. It should also be noted that the Board proposes to cancel up to 129.1 million treasury shares that might be used for the same purposes as those for which the buyback authorization is sought. Therefore, we recommend shareholders to OPPOSE.

In item 4.1 of the ordinary session, shareholders are called to a binding vote on the remuneration policy for the 2020-2022 period. The remuneration amounts are reasonable (the CEO's fixed remuneration is in line with the median of European Utilities and below large Italian companies), and the aggregate variable remuneration is capped at 301% of the base salary, which is slightly above ECGS' voting policy limit of 300%. In our opinion, the incentive schemes are adequately structured to align the interests of executives and shareholders in the long term. We also welcome the increased weighing of sustainability-related indicators used to calculate annual and long-term incentives (from 10% to 20% of the incentives), and we appreciate that Snam has adopted the longest term allowed by Italian legislation for the application of clawback clauses (10 years). Therefore, we recommend approval.