Information on corporate governance and ownership structure

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Report on corporategovernance andownership structure
114Snam Annual Report 2012 / Report on corporate governance and ownership structureINFORMATION ON CORPORATE GOVERNANCESnam S.p.A. (hereafter also referred to as “Snam” or the “Company”) issues shares which are quoted onthe MTA managed by Borsa Italiana S.p.A. and therefore fulfils all legislative and regulatory obligationsrelated to stock market listing.The overall framework of Snam’s corporate governance system is described in the “Report on corporategovernance and ownership structure 2012” prepared pursuant to Article 123-bis of Legislative Decree58/1998 (hereafter referred to as the “Consolidated Finance Act” or “TUF”) and approved by the Boardof Directors on 12 February 2013.The information reported below, at 31 December 2012 unless otherwise indicated, aims to supply asummary of this Report, bearing in mind the minimum content required by the aforesaid law and therecommendations of Borsa Italiana’s Code of Conduct.The Report on corporate governance and ownership structure 2012 is published (at the same time as thisDirector’s Report) in the “Governance” section of the Company website: http://www.snam.it.SHARE CAPITAL AND OWNERSHIP STRUCTUREShare capital and key shareholdersThe share capital of Snam is composed of registered ordinary shares, which are indivisible and each conferthe right to one vote. At 31 December 2012 the share capital of Snam totalled €3,571,187,994.00,represented by 3,381,638,294 ordinary shares without indication of the par value.Snam shares are listed in the FTSE MIB index of Borsa Italiana, on the main international indices (STOXX,S&P, MSCI and the FTSE), and on the major sustainability indices Dow Jones Sustainability World Index,FTSE4Good Index, Stoxx Global ESG Leaders and the ECPI family of indices.The Board of Directors does not currently have authorisation to increase the share capital, pursuant toArticle 2443 of the Italian Civil Code.At 31 December 2012 the total number of treasury shares held by the Company was 2,906,550, equal to0.09% of the share capital. The proportion of floating capital was 49.68%.The Company does not have any plans to repurchase treasury shares pursuant to Article 2357 et seq. ofthe Italian Civil Code.According to the information available and the communications received pursuant to Article 120 ofthe Consolidated Finance Act and Consob Resolution 11971/1999 (Consob Issuer Regulation), theshareholders holding more than 2% of Snam’s share capital at 31 December 2012 are:Shareholders % of share capital as at 31.12.2011 % of share capital as at 31.12.2012CDP RETI S.r.l. 49 30.00eni S.p.A. 52.53 20.2349There are no shareholders who exercise control over Snam. Snam is not subject to management andcoordination. Snam carries out the management and coordination of its own subsidiaries.Snam is not aware of any shareholder agreements or other agreements between shareholders (nor areany such agreements disclosed by law).49 Company wholly held by Cassa Depositi e Prestiti S.p.A. (CDP).Snam Annual Report 2012
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