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Snam, April 02nd, 2019

In item 8, the AGM is called to appoint the Board of Directors on slates of nominees  submitted by shareholders holding, even jointly, at least 1.0% of Snam's share capital.  Two slates of nominees have been submitted, by CDP Reti (30.4%) and a group of institutional investors (2.1%).

One of the institutional investors that submitted the slate of nominees is Generali  Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali.  Voting advice is provided primarily as a source of information at general meetings. We recommend that shareholders support the slate submitted by the group of institutional investors (sub-item 8.2), as all the 3 nominees included in the slate are  independent of the Company and its major shareholder.

In item 11, shareholders are called to appoint the members of the Board of Statutory Auditors. CDP Reti and the group of institutional investors submitted their slates of nominees. Pursuant to the Board of Statutory Auditors' election mechanism, the first candidate in the slate ranking second in terms of votes (the so-called "most voted minority slate") is automatically appointed as Chair. All the nominees in the two slates are independent, but concerns might arise over potential conflicts of interest of the candidate of the institutional investors, due to his position at the audit and advisory firm Mazars Italia. Therefore, we recommend that shareholders vote for the slate of the institutional investors (sub-item 11.2) to increase the likelihood that it will be the most voted one, and its candidate is not elected as Chairman.

Underlying
Snam

Snam is engaged in the construction and integrated management of natural gas infrastructure. It manages the gas systems, develops infrastructure and provides integrated services for the market. Co. is also engaged in natural gas transportation, storage, regasification and urban distribution. Co. manages a national transportation network, including eight storage facilities, one regasification plant and a local distribution network.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

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Expert Corporate Governance Service (ECGS)

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