The undersigned Carlo Marchetti, a member of the Board of

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1 Index No Folder No Minutes of extraordinary shareholders meeting of a listed company REPUBLIC OF ITALY In the year 2014 (two thousand and thirteen) on the 16 day (sixteen) of the month of December in Milan, at Via Agnello 18. The undersigned Carlo Marchetti, a member of the Board of Notaries of Milan, at the request, through Chairman of the Board of Directors Lorenzo Bini Smaghi, of listed company: "Snam S.p.A." with registered offices at Piazza Santa Barbara no. 7, share capital 3,571,187, euros, fully paid in, tax code and Milan Business Register no , registered in the Economic and Administrative Register of Milan under no (the "Company"), has hereby drawn up and signed, pursuant to article 2375 of the Italian Civil Code, the minutes of the Extraordinary Shareholders' Meeting of the aforesaid Company held, after a single call, in my constant presence, in San Donato Milanese, #p#

2 at Piazza Santa Barbara no. 7, on 10 (tenth) December 2014 (two thousand and fourteen) in accordance with the call notice referred to below, to discuss and vote on the agenda which is also reproduced below. I acknowledge that the proceedings at the aforementioned meeting, which I attended, were as reported below. *** At (five past ten) a.m., Mr. Lorenzo Bini Smaghi took the chair of the meeting, pursuant to art of the company by-laws, asked me, notary, to act as Secretary and, after a short film had been shown explaining how to vote remotely, also through myself, notary, then provided the following information and made the following declarations: - that an electronic voting system using a remote device had been adopted for the day's Shareholders' Meeting, with the intention of reducing the time taken for the scrutiny operations; - that the instructions for voting were those read out, and reproduced below: "Those entitled to do so who are present in the room will be asked to express their vote using the specific remote voting devices provided to them when they registered. When asked to proceed to vote, the entitled person #p#

3 or their proxy should express their vote by pressing just one of the buttons on the remote device, labelled "IN FAVOUR", "AGAINST" or "ABSTAIN". They should then immediately press the "OK" button. Until this last button has been pressed, the voter can change his or her vote, and the vote expressed will remain visible on the display until each voting session has ended. Votes may be expressed within 1 minute of the start of each voting session; after this period of time voting will be declared to have closed. In the case of those entitled to vote who are present in person or through a proxy, and proxies representing more than one entitled person, the details of their individual proxies, or the groups of proxies for which they are called on to express a vote, will appear in succession on the display of the device. If the remote device cannot be used for technical reasons, voting will take place by raising hands. Votes expressed in the room in ways other than those indicated will be void"; - in accordance with the current provisions, the call notice for the Meeting was published, in full, on the Company website on 7 November 2014, and on the same date a summary was published in the following newspapers: Il Sole 24 Ore, and, in English, in the Financial Times. The agenda was as follows: #p#

4 Proposal to increase the share capital of the company by payment, with disapplication the preferential subscription right of CDP GAS S.r.l. pursuant to art. 2441, subsection 4 of the Italian Civil Code, and to be settled by transfer of the shareholding held in Trans Austria Gasleitung Gmbh. Required and consequent resolutions; - in addition to the Chairman, the Chief Executive Officer Carlo Malacarne and the following Directors were present: Sabrina Bruno, Alberto Clô, Elisabetta Oliveri, Pia Saraceno; the Chairman of the Board of Statutory Auditors Massimo Gatto and Standing Auditors Leo Amato and Stefania Chiaruttini were also present; - Luigi Arturo Bianchi, common representative of the Snam Bondholders; - the share capital is 3,571,187, euros, divided into 3, shares without par value; - a total number of 1,735 people were in attendance, with 2,009,316,846 shares, representing 59.42% of the share capital; - pursuant to art. 13 of legislative decree no. 196 of 2003 Code on the protection of personal data, the personal data (first and last name, place of birth, residence and #p#

5 professional qualifications) of those attending the Shareholders' Meeting were and would be requested in the forms and within the limits connected to the obligations, tasks and purposes set out in current law; said data would be included in the minutes of the Shareholders' Meeting after manual and automated processing, and could be the object of communication and dissemination, including abroad, also outside the European Union, in the forms and within the limits connected to the obligations, tasks and purposes set out in current law; - the list of names of those entitled to attend the meeting, on their own account or as proxies, indicating the number of shares held by each, and the delegating shareholder if appropriate, is available to attendees and, accompanied by a list of the names of any persons who arrived after or left before each vote indicating the shares held by each, would be annexed to the minutes of the Shareholders' Meeting; - before each vote, the number of participants in the voting procedure doing so on their own account, or through proxies, would be communicated; after each vote, its outcome would be announced; - as recommended by CONSOB, financial analysts, journalists and qualified experts would be enabled to follow the #p#

6 proceedings of the Shareholders' Meeting; - pursuant to art. 5.2 of the Regulation, the Chairman's Office had been established, where Marco Reggiani, secretary of the Board of Directors, would be located, assisted by Stefano Sperzagni; - a system for the audio-visual recording of the proceedings would be in operation in the room, solely for the purposes of assisting the preparation of the minutes; - with the consent of the attendees, a recording with a three minute time delay would also be available on the Company website; - pursuant to art. 4 of the Regulations for the meetings of the shareholders of Snam S.p.A., no recording devices other than those cited, nor photographic or similar equipment of any kind may be used in the premises in which a Shareholders' Meeting is taking place; - simultaneous translation from Italian into English is provided; - pursuant to art. 7 of the Regulations: -- requests to speak may be submitted to the Chairman's Office from the moment the Shareholders' Meeting is constituted until the moment debate on the corresponding item of the agenda has #p#

7 been declared open; -- each entitled person may make a single speech on each subject on the agenda; henceforth, the Chairman has set the maximum duration of each speech to 5 minutes on each topic debated; in this way, all those entitled to do will have an adequate amount of time to speak and express their opinion and the duration of the Shareholders' Meeting can be maintained within appropriate limits to respect all those present; -- response speeches are not permitted and, after debate has closed, only short declaration of voting intention are permitted, henceforth indicated to have a total duration of 2 minutes per subject; the Chairman reserves the right to decide on any specific requests at the time; - if amendments should be suggested to a proposal formulated by the Board, or proposals other than those formulated by the Board, the Board's proposal shall be put to the vote first and the further proposals will only be put to a vote if said proposal should be rejected; if points of order should be raised, which in any event are not for debate, if the Chairman should decide to put them to a vote, any proposals formulated by the Chairman will be put to the vote first, and the proposals of the attendees will only be put to the vote if the #p#

8 Chair's proposal should be rejected; the attendees' proposals will be put to the vote starting with the proposal put by persons representing the highest percentage of the share capital. Only if the proposal put to the vote should be rejected, the next proposal, in order of capital represented, will be put to the vote; - regarding the day's Shareholders' Meeting, the requirements of civil law and of the regulations on regulated markets had been complied with. The Chairman therefore declared the day's Shareholders' Meeting validly constituted and fit to resolve on the topic indicated on the agenda and continued, also through myself the notary, to state: - that the Company had received no requests for the agenda to be supplemented or new proposals of resolutions, pursuant to the law and to art. 126-bis of the TUF (Consolidated Law on Financial Intermediation); - that the Company had checked, based on the circumstances known to the Company and on the declarations made by the attendees, that those present were entitled to vote; in any event, the attendees were invited, pursuant to the legal and regulatory provisions and to the by-laws of the Company, to #p#

9 communicate the existence of any deficiencies of entitlement to vote or exclusion from voting, as well as the existence of any shareholders' agreement. The above as regards all voting; the meeting was informed that none of the persons present had made reports to that effect; - that on 9 December 2014 the Company held 1,127,250 shares, equal to 0.03% of the share capital; - that according to the information in the shareholder register on 9 December 2014 and from information received, those shareholders in possession of shares with voting rights that represented over 2% of the total shares issued were: -- CDP RETI S.p.A.: 30.00%; -- Eni S.p.A.: 8.54%; - that the Company is aware of the following shareholders' agreements, published pursuant to law on the Company website: -- the shareholders' agreement between CDP, State Grid Europe Limited and State Grid International Development Limited, also regarding Snam, pursuant to art. 122 of the TUF (Consolidated Law on Financial Intermediation) and art. 130 of the Issuer Regulations; -- the shareholders' agreement between Snam, CDP and CDP GAS, pursuant to art. 122 of the TUF (Consolidated Law on Financial #p#

10 Intermediation), regarding the obligation to not undertake, directly or indirectly, in the interim period, transactions involving the shares or share-correlated financial instruments of Snam; - regarding the questions formulated during the Shareholders' Meeting, the procedure would be: answers would be given after the conclusion of all the speeches on the item on the agenda and after any short pause needed to prepare the responses in a systematic way. At the end of the responses, the proposal on the agenda item would be put to the vote; - regarding the right to put questions pursuant to art. 127 ter of legislative decree no. 58 of 1998 (referred to as TUF Consolidated Law on Financial Intermediation ), no such questions had been received; - pursuant to the law, the company had appointed Georgeson S.r.l., represented here by Fabio Bianconi, as the subject (Representative)on whom those entitled may confer a proxy with voting instructions on all or some of the proposals on the agenda; the Representative had received no proxies; - the Report of the Board of Directors containing the proposed resolution, the Valuation Report (updated to 30 June 2014) pursuant to art subsection 1 of the Italian Civil Code #p#

11 regarding the economic value of the stake held by CDP Gas S.r.l. in Trans Austria Gasleitung GmbH and the external auditors' opinion of the fairness on the issue price of the shares have been filed at the headquarters of the Company, with Borsa Italiana S.p.A. and published on the Company website according to law, and sent to those requesting them; a printed booklet containing the aforementioned documents was also supplied at the entrance to the meeting room. The Board of Directors' report (copy), the Valuation Report (original) and the fairness opinion (copy) have been annexed to these minutes in a single bundle at "A"; - with the consent of those present, reading of the aforementioned documentation was omitted. The Chairman then proceeded to deal with the sole item on the agenda and, updating the information reported in the Directors' Report and inviting the meeting to take it into account when it deliberated, he announced that he still considered that the Execution Date could be within 31 December If not, as necessary, the valuation report would be updated. Therefore I, as notary, then read the proposed resolution transcribed below and the Chairman declared the debate open. #p#

12 Reale, asked for the list of journalists and analysts present, and if there were Directors who were absent. Regarding the topic on the agenda, he expressed his consent to the transaction, since it was moving towards growth and a broader territorial presence. He then expressed his appreciation of the work of the Chief Executive Officer and its staff on the operational and financial efficiency of the Company, which had allowed positive results to be achieved, in terms of dividend and share price, also confirmed by the latest quarterly report published, in line with expectations, despite the fact that the growth in operating profits was limited, due to the lower volumes of gas in the network. He then asked what the future operating prospects were in the sector, also in the light of the transaction debated at the meeting. No-one else having asked to speak, the Chairman reported that the following journalists had been accredited to speak at the shareholders' meeting: Arianna Radice of Askanews, Oscar Bodini of MF-Dowjones, Fernando Mancini of Radiocor and Giancarlo Navach of Reuters, and that the Directors who had justified their absence were Mr. Novelli and Mr. Gori. For his part, the Chief Executive Officer emphasised that #p#

13 maintaining operating profits in line with those of the previous year is a source of satisfaction for the Company, given that 2014 was the first year of a new period of regulation, characterised by a fall in expected returns (also due to lower volumes of gas) but at the same time by greater efficiency. As for the prospects of the sector, the Chief Executive Officer pointed out that the Company has for many years focussed on developing its European business, while obviously exploiting its Italian assets to the maximum; so the Company has concentrated in particular on the North-South and East-West corridors, and hence on the South of France and Austria, through which passes the Russian gas that currently covers 30% of Italy's energy needs. This was the context for the acquisition of France's TIGF, and for the acquisition of TAG, debated at this meeting. TAG operates a gas pipeline that the Company is familiar with, and operates in a regulated regime that is analogous to the Italian regime. This meant that on the one hand the company could maintain a risk profile in line with its current one, he continued, while on the other - also by signing "ship or pay" contracts - it could work to increase the expected results of running the plant, above all by adapting it to the maintenance, management and building #p#

14 standards of the Group. These expected results would be particularly important, the CEO concluded, since they refer to a plant that is not only the principal source of imported gas in Europe, but is also a strategic pipeline, at European level too, connecting Italy to the nearest Eastern European countries: so the investment is perfectly in line with Snam's strategic plans for the future. No-one else having asked to speak, the Chairman: - declared the discussion closed; - invited those present to not leave the room during voting; - asked those present to report any deficiencies in entitlements to vote or exclusion from voting, and the existence of any shareholders' agreements, pursuant to the current law and regulations and the company by-laws; - announced that the numbers of those present had not changed; - put to the vote (at a.m.), using the specific remote device provided, the proposed resolution read previously and transcribed below: The extraordinary meeting of the shareholders of Snam S.p.A. having examined the content of the report of the Board of Directors, drawn up pursuant to art. 2441, subsection 6 of the Italian Civil Code, and the proposed increase in share #p#

15 capital for payment, with disapplication of the preferential subscription right pursuant to art. 2441, subsection 4 of the Italian Civil Code, to be settled in kind, contained therein; having taken note of the sworn report drawn up pursuant to articles 2440 and 2343 of the Italian Civil Code by Prof. Marco Lacchini, an expert appointed by the Milan Court on 17 July 2014; having taken note of the valuation report on the share issue price drawn up by external audit firm Reconta Ernst & Young S.p.A.; resolves a) to increase the share capital for payment for a maximum amount of 505,000, euros (five hundred and five million euros exactly), including the share premium, with disapplication of the preferential subscription right pursuant to art. 2441, subsection 4 of the Italian Civil Code, reserved to CDP Gas S.r.l., to be settled by transfer by the latter of its entire shareholding in Trans Austria Gasleitung Gmbh, a company registered under Austrian law with registered offices in Vienna, Wiedner Hauptstrasse, registered in the Business Register of the Vienna Commercial Court at no. FN x #p#

16 and to be executed by 31 (thirty first) March 2015 (two thousand and fifteen); all provided that the price per share determined by the Board of Directors in executing the matter resolved at point b) below is greater than or equal to 3.60 euros (three euros and sixty cents); b) (1) to give powers to the Board of Directors to determine (i) the issue price, including the premium, of each ordinary share, with regular dividend entitlement, to be issued for the increase in share capital described in point a) above, as the weighted mean of the official prices of Snam Shares, as defined in the Borsa Italiana Rules, recorded in the one hundred and eighty (180) calendar days prior to the date of determination by the Board of Directors - rounded to the nearest one thousandth of a euro, in accordance with the following formula: [insert formula by hand in the minutes] Where: P Snam : Price per share n: number of recordings, namely number of trading days in the period of 180 (one hundred and eighty) calendar days prior to #p#

17 the date on which the Board of Directors of Snam is due to determine the Share Price. Vn: volumes recorded on each trading day P u : official price of Snam share, as defined in the Borsa Italiana Rules, for the day n, and calculated as defined in the Borsa Rules, namely as the weighted mean price for the corresponding quantities ( ) of all trades made during the day, as reported by Bloomberg's; and (ii) the number of ordinary shares, with regular dividend entitlement, to be issued for the increase in capital referred to in previous point a) according to the following formula: 505,000, (five hundred and five million/00) euros, divided by the issue price, including the premium, of each ordinary share (as determined above), rounded to the nearest whole number; (iii) the portion of the issue price to impute to capital and the portion to impute to the share premium reserve, which must in any event be envisaged; b) (2) to also establish that henceforth (i) in no case may the number of shares issued by Snam in application of the #p#

18 above point b(1)(ii) exceed the number of 119,000,000 (one hundred and nineteen million) shares; if the number of shares determined in application of point b(1)(ii) above exceed this number, then the Company shall proceed to (A) issue and attribute to CDP GAS 119,000,000 (one hundred and nineteen million) shares and (B) to pay CDP GAS a cash settlement, determined according to the following formula: 505,000, (119,000,000 multiplied by the Share Price) up to a maximum of 76,600, (seventy six million six hundred thousand/00) euros; all, as illustrated in the Board of Directors' Report and in accordance with articles 2440 an 2343 of the Italian Civil Code; c) to assign to the Board of Directors (and on its behalf, to the Chief Executive Officer, with subdelegation powers) all powers to undertake anything else necessary or opportune to execute all of the above, without prejudice, in any event, to all of the conditions indicated in the Report, including the necessary powers to offer the increase in capital for subscription to the transferor, to sign the deed of transfer and thus also to complete any formalities and sign any deed and/or document related to the increase in capital resolved above, henceforth establishing that the increase in capital #p#

19 must in any event be carried out by no later than the final date of 31 March 2015 (subject, as necessary, to the updating of the valuation report); d) to amend article 5 of the Company Bylaws as follows: 5.1 The share capital is 3,571,187, (three billion five hundred and seventy one million one hundred and eighty seven thousand nine hundred and ninety four euros exactly), divided into 3,381,638,294 (three billion three hundred and eighty one million six hundred and thirty eight thousand two hundred and ninety four) shares without par value. 5.2 The shareholders' meeting of 10 December 2014 resolved to increase the share capital for payment to a maximum amount of 505,000, euros (five hundred and five million euros exactly), including the share premium, with disapplication of the preferential subscription right pursuant to art. 2441, subsection 4 of the Italian Civil Code, reserved to CDP Gas S.r.l., to be settled by transfer of the shareholding in Trans Austria Gasleitung Gmbh, a company registered under Austrian law with registered offices in Vienna, Wiedner Hauptstrasse, registered in the Business Register of the Vienna Commercial Court at no. FN x and to be executed by 31 March 2015; all provided that the price per share determined by the Board #p#

20 of Directors for the purposes of said increase in capital is greater than or equal to 3.60 euros (three euros and sixty cents) and at the terms and conditions set out in the corresponding shareholders' resolution; 5.3 The Shareholders' Meeting may resolve to increase the share capital, determining the terms, conditions and arrangements thereof. The share capital may be increased: by transfer in kind or of assets and with the issue of new shares, including special categories, to be assigned free of charge pursuant to art of the Italian Civil Code."; e) to authorise the Chairman of the Board of Directors and the Chief Executive Officer, severally, with the power to appoint special agents to act on their behalf, to file and publish, pursuant to law, the updated text of the Company Bylaws with the variations made to them after the preceding resolutions, as well as after their execution; f) finally, to confer on the Chairman of the Board of Directors and the Chief Executive Officer, severally, with the power to appoint special agents to act on their behalf, to make to the above resolution any amendment of a nonsubstantial nature that might be necessary or opportune to proceed to execute the increase in capital, make the necessary #p#

21 filings at the Business Register and/or comply with any instructions of the competent authorities. The resolution was approved by a majority of the shareholders. For: 2,007,579,894 shares. Against: 336,046 shares. Abstained: 1,401,406 shares. All as detailed in the annexes. The Chairman announced the result and, as the matters on the Agenda had all been dealt with, declared the meeting closed at 10.40(ten forty) a.m. * * * In addition to the documentation already mentioned, the following are attached to these minutes: - under "B", the list of people who attended the Shareholders' Meeting, with details of voting; - under "C", the Company by-laws, updated to reflect the resolutions taken as indicated above These minutes were signed by me at 8.05 p.m. #p#

22 EXPLANATORY REPORT OF THE BOARD OF DIRECTORS drafted pursuant to Article 2441, paragraph 6, of the Italian Civil Code and Article 70, paragraph 4, letter a) of the Regulations approved by Consob with Resolution no of 14 May 1999 as subsequently modified concerning the proposal to increase the share capital for consideration, with exclusion of preemption rights under Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l. and to be paid by CDP GAS S.r.l. through the contribution of the stake held in Trans Austria Gasleitung GmbH 30 October 2014 Snam S.p.A. Piazza Santa Barbara San Donato Milanese (Milan) Share Capital 3,571,187, i.v. VAT no., Tax Code and Milan Company Register no This document is available at the registered offices of Snam S.p.A., and on the Snam S.p.A. website ( 1

23 TABLE OF CONTENTS 1. INTRODUCTION DESCRIPTION OF THE TRANSACTION PURPOSES OF THE CONTRIBUTION, ALLOCATION OF THE SHARE CAPITAL INCREASE, AND EFFECTS ON THE ISSUER S MANAGEMENT PROGRAMS Valuation Criteria... Errore. Il segnalibro non è definito. 3.2 Valuation of the Stake in TAG Fairness of the Issue Price of the New Shares resulting from the Share Capital Increase NUMBER, CATEGORY, ISSUE DATE AND ISSUE PRICE OF THE NEW SHARES RESULTING FROM THE SHARE CAPITAL INCREASE TAX EFFECTS OF THE TRANSACTION ON THE ISSUER SHAREHOLDERS STRUCTURE OF THE ISSUER FOLLOWING THE SHARE CAPITAL INCREASE AMENDMENTS TO THE BYLAWS FULFILMENTS AND TIMING

24 1. INTRODUCTION Dear Shareholders, The Board of Directors has convened this extraordinary shareholders meeting to discuss and resolve upon the proposal to increase the share capital for consideration, with exclusion of preemption rights under Article 2441, paragraph 4 of the Italian Civil Code, to be paid through contribution, for a maximum amount 505,000, (five hundred and five million/00), including the share premium, according to the terms and conditions set out below. This report was prepared in accordance with the provisions under Article 2441, paragraph 6 of the Italian Civil Code and Article 70, paragraph 4, letter a) of the Issuer Regulations, in accordance with standard format no. 2 of Annex 3A of the Issuer Regulations. 1.1 Definitions Capital Increase means the Snam share capital increase for consideration, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS, to be subscribed through the contribution in kind of the Stake in TAG. Newly Issued Shares means the shares Snam issued with the Capital Increase and attributed to CDP GAS in exchange of the contribution in kind of the Stake in TAG. CDP means Cassa Depositi e Prestiti S.p.A., a company registered under Italian law, with its registered offices in Rome (Italy) at 4 Via Goito, with VAT no , registered in the Rome Company Register under no CDP GAS means CDP GAS S.r.l., a company registered under Italian law, with its registered offices in Rome (Italy) at 4 Via Goito, with VAT no. and Rome Company Register no , whose share capital is wholly owned by CDP. CDP RETI means CDP RETI S.p.A., a company registered under Italian law, with its registered offices in Rome (Italy) at 4 Via Goito, with VAT no. and Rome Company Register no , whose share capital is wholly owned by CDP. Final Certification means the certification of TAG as an Independent Transmission Operator ( ITO ) of the Gas Pipeline pursuant to Articles and 119 of the Gaswirtschaftsgesetz 2011, issued by E-Control, of which TAG was notified on 18 July Adjustment in Cash means the portion of the consideration that, upon the fulfilment of certain conditions specified below, Snam shall pay to CDP GAS in exchange for the transfer of the Stake in TAG. Board of Directors means the Board of Directors of Snam. Agreement means the framework agreement signed by Snam, CDP GAS and CDP on the Signing Date, relating to the Transaction. Execution Date means the fifteenth business day after the day on which the last of the conditions precedent provided for by the Agreement is fulfilled (with the exception of conditions which, by their very nature, must be fulfilled on the Execution Date itself), or another date agreed in 3

25 writing by the Parties; the deadline by which the execution of the Transaction must take place is 31 March Signing Date means 19 September 2014, the date on which Snam, CDP GAS and CDP signed the Agreement. E-Control means E-Control Austria GmbH, the Austrian gas and electricity regulatory authority. Expert means Prof. Marco Lacchini, with offices in Milan at Via Durini, 5, expert appointed by the Court of Milan. Material Adverse Event for TAG means any significant and unforeseen event likely to have a significant, negative and potentially long-lasting impact on the Gas Pipeline, TAG s balance sheet, or financial or economical position, or on TAG s ability to generate income, with the exception, in any case, of events resulting from (a) general market conditions (including capital-market conditions), or (b) interruptions or changes to the TAG s activities resulting from the announcement of the Transaction. Shareholder Loan means the amount of the shareholder loan including principal amount and interest granted by CDP GAS to TAG and not yet repaid on the Execution Date, pursuant to a revolving loan agreement. As of 31 August 2014, the amount of the Shareholder Loan, including principal amount and interest, is approximately 269,529, (two hundred and sixty-nine million, five hundred and twenty-nine thousand, three hundred/00). This amount may be subject to change due to the amounts actually drawn down by TAG. The maximum principal amount available to TAG pursuant to such agreement is 285,504, (two hundred and eighty-five million, five hundred and four thousand/00). Framework Agreement means the agreement signed on 8 August 2014 between CDP GAS, GCA and TAG, aimed, inter alia, at defining and governing the transactions and activities to be carried out with regard to the certification of TAG as an Independent Transmission Operator ( ITO ) in accordance with the provisions of applicable law, including the contribution from GCA of the Going Concern to TAG in exchange for subscription by GCA of a reserved TAG capital increase. Gas Pipeline means the Austrian section of the gas pipeline that runs from Russia to Italy. GCA means Gas Connect Austria GmbH, a company registered under Austrian law, with registered offices at Floridotower, 1 Floridsdorfer Hauptstraße, 1210 Vienna, Austria. Maximum Amount of the Adjustment in Cash means an amount of 76,600, (seventysix million, six hundred thousand/00). ING means ING BANK N.V., with registered offices at Amsterdamse Poort, 888 Bijlmerplein, 1102 MG Amsterdam, Netherlands. Maximum Number of Shares means the maximum number of ordinary Snam shares that may be issued by Snam under the Capital Increase, equal to 119,000,000 (one hundred and nineteen million) ordinary shares. Transaction refers, collectively, to: (i) the transfer of the Stake in TAG from CDP GAS to Snam (a) in exchange for the issuance of ordinary Snam shares, without par value, with regular enjoyment rights, pursuant to the Capital Increase 1 and, if applicable, payment by Snam to CDP GAS of the Adjustment in 1 The number of shares issued will be determined based on the formula described in Section 4. 4

26 Cash 2 or, subordinately, (b) upon occurrence of the conditions set forth in Section 2.3, in exchange for payment by Snam to CDP GAS of the TAG Price; (ii) (iii) the repayment by TAG to CDP GAS of the Shareholder Loan, through funds that will be provided (directly or indirectly) by Snam to TAG; and the entering by Snam into the shareholder agreements relating to TAG in force on the Execution Date between GCA and CDP GAS. Stake in TAG means the entire stake held by CDP GAS in TAG; the economic rights pertaining to this stake are summarised in Section 1.2. Price per Share means the issue price, including the premium, of each ordinary Snam share, with regular enjoyment rights, to be issued under the Capital Increase, determined based on the formula described in Section 4. TAG Price means the purchase price of the Stake in TAG, equal to 505,000, (five hundred and five million/00), subject to the adjustment described in Section 2.7, which will be paid by Snam to CDP GAS on the Execution Date if, the conditions set forth in Section 2.3, being met, the Capital Increase is not executed and the consideration for the transfer of the Stake in TAG is paid by Snam exclusively in cash. Related-Party Transactions Procedure means the procedure Transactions involving directors' or statutory auditors' interests and related-party transactions, approved by the Snam Board of Directors on 30 November 2010, as subsequently amended and supplemented (which is available at ate/procedura_parti_correlate_dicembre_2013.pdf). Going Concern means the going concern consisting, inter alia, of the ownership of the Gas Pipeline, the related infrastructures, and the staff and assets and liabilities related to the operation and maintenance services provided by GCA to TAG until the effective date of the Framework Agreement, which GCA transferred to TAG pursuant to the terms and conditions set out in the Framework Agreement. Issuer Regulations means the regulations adopted by Consob with Resolution no of 14 May 1999, as subsequently amended and supplemented. Related-Party Transactions Regulations means the regulations adopted by Consob with Resolution no of 12 March 2010, as subsequently amended and supplemented, setting forth regulations for related-party transactions. Report means this report of the Directors prepared in accordance with the provisions of Article 2441, paragraph 6, of the Italian Civil Code and of Article 70, paragraph 4, letter a) of the Issuer Regulations. Report Pursuant to Article 2343 means the sworn report of Prof. Marco Lacchini, with offices in Milan at 5 Via Durini, an expert appointed by the Court of Milan on 17 July 2014, which will be made available to the public according to the terms and procedures set out in Article 70, paragraph 4, letter c) of the Issuer Regulations, updated 30 June 2014, and contains, in particular amongst 2 The amount of any Adjustment in Cash will be determined based on the formula described in Section

27 others, (i) a description of the Stake in TAG, (ii) a certification that the value of the Stake in TAG is at least equal to that attributed to it for purposes of determining the Capital Increase (including the share premium), and (iii) the valuation criteria used, drafted pursuant to Article 2343 of the Italian Civil Code. Snam or the Company means Snam S.p.A., a company registered under Italian law, with registered offices in San Donato Milanese, Milan (Italy) at 7 Piazza Santa Barbara, with VAT no., Tax Code and Milan Company Register no Bylaws means the bylaws of Snam. TAG means Trans Austria Gasleitung GmbH, a company registered under Austrian law, with registered offices in Vienna at Wiedner Hauptstrasse, whose share capital is currently subscribed in the amount of 76, and paid in in the amount of 22,061.69, registered in the Company Register of the Vienna Commercial Court under no. FN x. Italian Securities Act (TUF) means Legislative Decree no. 58 of 24 February 1998, Consolidated Law on Finance. the 1.2 TAG is a company that provides natural gas transportation services related to the Austrian part of the Gas Pipeline that runs from Russia to Italy. TAG is also the owner of the transportation rights, which it manages by entering into transportation agreements and carrying out the related activities. Following the execution of the Framework Agreement, TAG also owns the Gas Pipeline. On 18 July 2014, following a positive opinion issued by the European Commission on 16 June 2014, E-Control issued to TAG the Final Certification as an Independent Transmission Operator ( ITO ) of the Gas Pipeline pursuant to Articles and 119 of the Gaswirtschaftsgesetz 2011, the Austrian law implementing Directive 2009/73/EC. On 18 September 2014, the closing of the Framework Agreement occurred. All actions and transactions executed under the Framework Agreement became effective following the registration with the company register of Vienna of the resolution for the share capital increase of TAG implemented through a contribution in kind of the Going Concern under the Framework Agreement; this registration took place on 1 October Therefore, in accordance with the Final Certification, and to ensure compliance with the necessary requirements under applicable law, pursuant to the Framework Agreement, GCA transferred the Going Concern (including ownership of the Gas Pipeline) to TAG, as a consequence of which, some amendments to the TAG governance were adopted as well as some modifications to the equity interests and economic rights pertaining to the shareholders. In particular, following the execution of the Framework Agreement, the Stake in TAG represents 84.47% of the relevant share capital and 89.22% of the economic rights in TAG. GCA holds the remaining part of the share capital, economic rights, and voting rights in TAG. In accordance with the shareholders agreements currently in force, GCA currently holds and will continue to hold joint control of TAG following the execution of the Transaction pursuant to the Agreement. 1.3 On 19 September 2014, Snam, CDP and CDP GAS entered into the Agreement concerning the Transaction, whose execution is conditional upon, inter alia, the approval by Snam s extraordinary shareholders meeting of the resolution for the share capital increase related to the Transaction, to which this Report refers. Please note that the Transaction is qualified as a material 6

28 transaction with a related party under the Related-Party Transactions Procedure. In this respect, please refer to the prospectus Snam provided to the public pursuant to Article 5 of the Related- Party Transactions Regulations, as well as the Related-Party Transactions Procedure regarding the signing of the Agreement by Snam, CDP GAS and CDP, approved by Snam s Board of Directors, on 12 September DESCRIPTION OF THE TRANSACTION 2.1 The Capital Increase is related to the Transaction provided for in the Agreement. The Agreement provides the following. (i) (ii) (iii) On the Execution Date, the transfer of the Stake in TAG from CDP GAS to Snam via the Capital Increase, to be paid by CDP GAS by means of the contribution in kind of the Stake in TAG in exchange for the issuance by Snam of ordinary shares without par value, with regular enjoyment rights (the number of shares that may be issued will be determined in accordance with the provisions specified below), and, where applicable, payment by Snam to CDP GAS of the Adjustment in Cash (which may not under any circumstances exceed the Maximum Amount of the Adjustment in Cash). Subordinately, upon fulfilment of the conditions set forth in Section 2.3, the Stake in TAG will be transferred in exchange for payment by Snam to CDP GAS of the TAG Price. After the necessary consents have been obtained from ING pursuant to the loan agreement in force, amongst others, between ING and TAG, and subject to provision by TAG and GCA of the necessary cooperation, on the Execution Date, TAG will repay to CDP GAS an amount equal to the amount of the Shareholder Loan, including capital and interest, disbursed by CDP GAS to TAG and not yet repaid on the Execution Date, through funds that will be provided (directly or indirectly) by Snam to TAG. On the Execution Date, Snam will enter into the shareholder agreements relating to TAG in force on that date between GCA and CDP GAS, acquiring the rights and obligations of the latter pursuant to these agreements. Please note that, pursuant to the articles of association of TAG and the shareholder agreements relating to TAG, following the completion of the Transaction, Snam and GCA will jointly control TAG. Please also note that, pursuant to the Framework Agreement, GCA has undertaken to give its consent to the transfer of the Stake in TAG from CDP GAS to Snam pursuant to the shareholder agreements in force and the articles of association of TAG. (iv) On the Execution Date, the representatives in the corporate bodies of TAG designated by CDP GAS will be replaced by representatives designated by Snam. 2.2 As described in more detail in Section 3, the Parties have attributed to the Stake in TAG a value of 505,000, (five hundred and five million/00). Pursuant to the Agreement and to Article 2343 of the Italian Civil Code, for purposes of the Capital Increase, CDP GAS presented to Snam the Report Pursuant to Article 2343 prepared and sworn by Prof. Marco Lacchini, an expert appointed by the Court of Milan. The Report Pursuant to Article 2343 was updated on 30 June 2014, and is based on financial data related to TAG and the Going Concern. According to the Report Pursuant to Article 2343, the value of the Stake in TAG is at least equal to that attributed to it for purposes of determining the share capital and the share premium. 2.3 According to the Agreement, no earlier than 5 (five) business days prior to the Execution Date, the Board of Directors will determine the Price per Share as the weighted average value of 7

29 the official prices of Snam shares, as defined in the Stock Market Regulations, registered in the one hundred and eighty (180) calendar days prior to the date on which the Price per Share is determined by the Snam Board of Directors - rounded off to the nearest thousandth of a euro, as described in greater detail in Section 4 below. Based on the Price per Share thus determined, the transfer of the Stake in TAG will take place as mentioned above in exchange for the issuance of ordinary Snam shares and the payment, if any, of the Adjustment in Cash. Subordinately, if the Price per Share thus determined is lower than 3.60 (three/60), the transfer of the Stake in TAG will take place in exchange for a cash-only payment. Contribution of the Stake in TAG and possible Adjustment in Cash. Without prejudice to the possibility that the Transaction may take place entirely as a sale and purchase (see below), on the Execution Date, in exchange for the contribution in kind of the Stake in TAG by CDP GAS, Snam will issue and will grant to CDP GAS a whole number of ordinary shares without par value, with regular enjoyment rights, determined based on the following formula: 505,000, (five hundred and five million/00) (equal to the value attributed to the Stake in TAG) divided by the Price per Share, rounded off to the nearest whole number. Under no circumstances may the number of shares issued by Snam pursuant to this formula exceed the Maximum Number of Shares, i.e. 119,000,000 (one hundred and nineteen million). If the number of shares determined as indicated above exceeds the Maximum Number of Shares, Snam: (a) will issue and will grant to CDP GAS the Maximum Number of Shares; and (b) will pay CDP GAS the Adjustment in Cash, determined based on the following formula: 505,000, (five hundred and five million/00) (equal to the value attributed to the Stake in TAG) (Maximum Number of Shares multiplied by the Price per Share), up to the Maximum Amount of the Adjustment in Cash, i.e. 76,600, (seventy-six million, six hundred thousand/00). Therefore, if the Adjustment in Cash is necessary, a mixed transaction involving a contribution in kind pursuant to Articles 2342 et seq. and a sale and purchase transfer will take place. In this context, a part of the shares that constitute the Stake in TAG will be transferred in exchange for the issuance of Snam shares (as a consequence of a share capital increase of Snam), while the remaining part will be transferred in exchange for the payment of the Adjustment in Cash. The ratio between the shares of the Stake in TAG contributed in kind and the shares sold will correspond to the ratio between the total value of the Newly Issued Shares and the Adjustment in Cash. Please note that, even in such case, the provisions of Article 2343 of the Italian Civil Code will be complied with, since the value of the shares of the Stake in TAG contributed in kind would be at least equal to the value attributed to it for the purposes of determining the amount of the share capital and the related share premium. TAG s results for the 2014 financial year will benefit Snam. Sale and Purchase. If the Price per Share is lower than 3.60 (three/60) and, therefore, the sum of (a) the value of the Maximum Number of Shares (calculated as the Maximum Number of Shares multiplied by the Price per Share), and (b) the Maximum Amount of the Adjustment in Cash, is 8

30 lower than 505,000, (five hundred and five million/00) (i.e., the value attributed to the Stake in TAG), Snam will pay CDP GAS the TAG Price, i.e. 505,000, (five hundred and five million/00), equal to the value that the Parties have attributed to the Stake in TAG (as specified in Section 2.2). In such case, the Capital Increase will not take place, no Snam shares will be issued or granted to CDP GAS (meaning that Snam's share capital will remain unchanged following the completion of the Transaction), and no Adjustment in Cash will be paid by Snam. 2.4 Pursuant to the Agreement, an extraordinary meeting of Snam shareholders is scheduled to be convened to resolve on Snam s share capital increase (referred to in this Report), which must take place by 31 March 2015, for a maximum amount of 505,000, (five hundred and five million/00), including the share premium, with the exclusion of pre-emption rights pursuant to Article 2441, paragraph 4 of the Italian Civil Code, to be paid for via the contribution in kind of the Stake in TAG. The extraordinary shareholders meeting will also be convened to resolve on the criteria for the determination of the exact number of shares to be issued based on the formula set out in Section 2.3 above and on granting to the Board of Directors the power to perform all activities necessary to implement the resolution, all of which are aimed at implementing the Capital Increase. Please note that, in any case, as indicated in Section 2.3, no capital increase will take place if the Price per Share is lower than 3.60 (three/60) and the transfer of the Stake in TAG must therefore take place via a sale and purchase. 2.5 The Agreement contains the following conditions precedent: 3 (i) (ii) (iii) (iv) (v) (vi) (vii) 3 the extraordinary meeting of Snam shareholders has validly resolved to increase Snam s share capital in connection with the Transaction, as indicated in Section 2.4 above; pursuant to Article 158 of the Italian Securities Act (TUF), Snam s auditor, Reconta Ernst & Young S.p.A., has issued a favourable opinion on the fairness of the criteria used to determine the issue price of the Snam shares to be issued within the Capital Increase; the Final Certification is still valid and in effect; consent from ING has been obtained for the completion of the Transaction and the related activities; the Italian government has been informed of the Transaction pursuant to Article 2 of Decree Law no. 21 of 15 March 2012, which was finally approved, with amendments, with Law no. 56 of 11 May 2012, and to the related implementing regulations, and the government has not exercised the special powers provided for by the aforementioned legislation or, alternatively, it has been confirmed that said legislation does not apply to the Transaction; CDP GAS certifies the truthfulness, accuracy and correctness, on the Execution Date, of certain representations and warranties given by CDP GAS in relation to: (i) the incorporation and existence of TAG and powers of signature; (ii) share capital and stakes, and consents necessary for the transfer; (iii) authorisations held by TAG; (iv) employees of TAG; and (v) material agreements; Snam certifies the truthfulness, accuracy and correctness, on the Execution Date, of certain representations and warranties given by it in relation to: (i) its incorporation and existence; (ii) powers of signature; (iii) the absence of any infringement of laws resulting from the This paragraph 2.5 does not contain the conditions precedent under the Agreement that have already been fulfilled as of the date of this Report. 9

31 signing and execution of the Agreement; and (iv) the validity of the corporate resolutions necessary for the signing of the Agreement and for the Capital Increase; (viii) (ix) (x) no law or regulation that makes the completion of the Transaction unlawful has been approved and is still in force, and no order forbidding or suspending completion of the Transaction has been issued by any authority and is still in force; between the Signing Date and the Execution Date, no Material Adverse Event for TAG has occurred that has not been fully remedied by CDP GAS prior to the Execution Date, without having resulted in any loss for TAG; and CDP GAS has provided Snam with certified interim financial statements of TAG referring to the effective date of the contribution of the Going Concern to TAG pursuant to the Framework Agreement, subject to a limited accounting audit in accordance with ISA 805 (International Standards on Auditing Audit for Special Purpose Engagement). The conditions precedent referred to in points (vi) and (ix) are set forth exclusively in the interest of Snam, which may therefore, at its discretion, waive them and proceed with the execution of the Transaction. The condition precedent referred to in point (vii) is set forth exclusively in the interest of CDP GAS, which may therefore, at its discretion, waive it and proceed with the execution of the Transaction. 2.6 The Transaction will be executed on the Execution Date, which must take place by 31 March If the conditions precedent have not been fulfilled by that date, the parties will no longer be required to execute the Transaction. 2.7 The parties have determined the net working capital of TAG and the net financial position of TAG estimated as at 30 November TAG s net financial position will also be adjusted to take into account the difference, if any, between the capital expenditure that had actually been made by that date and the capital expenditure that the parties estimated. After the Execution Date, the parties will verify, possibly also by an independent auditor, the actual net financial debt (as adjusted to take into account capital expenditure) and net working capital of TAG as at 30 November Any positive or negative difference between the estimated net financial debt and the actual net financial debt as at 30 November 2014 will give rise, respectively, to a payment by Snam to CDP GAS or, vice versa, a payment by CDP GAS to Snam. Any positive or negative difference between the actual net working capital and the estimated net working capital will give rise, respectively, to a payment by Snam to CDP GAS or a payment by CDP GAS to Snam. 3. PURPOSES OF THE CONTRIBUTION, ALLOCATION OF THE SHARE CAPITAL INCREASE, AND EFFECTS ON THE ISSUER S MANAGEMENT PROGRAMS Evaluations of obvious interest to the company led Snam s Board of Directors to view positively the transaction to acquire the Stake in TAG and consequently to propose the Capital Increase. From an industrial and business perspective, the transaction is fully consistent with Snam s strategy to create a European gas infrastructures platform, and it allows the Company to pursue its policy of diversifying country risk and regulatory risk. Following the Company s investments in Interconnector UK and TIGF, with the acquisition of a the Stake in TAG, which 10

32 represents one of the most important routes for supplying Russian gas to Europe, Snam would assume a significant position in the East-West corridor, which has been identified as a priority in Snam s plans to develop its international presence in the energy corridors set out in Directive 2009/73/EC. Furthermore, with the investment in TAG, Snam would acquire influence over an asset of strategic importance for the Italian gas market, as the gas injected at Tarvisio currently accounts for a significant proportion of the country s imports. From an economic and financial perspective, the decision to perform the transaction preferably using Snam shares allows the Company to strengthen its balance sheet position by regaining the financial flexibility it used in previous acquisitions. If, however, the Price per Share, calculated according to Article 4 below, is lower than 3.60 (three/60), the consideration for the Stake in TAG will be paid entirely in cash, to protect minority shareholders who would be excluded from the Capital Increase, and the Capital Increase will not take place. 3.1 Valuation Criteria The choice of the criteria to apply in the economic valuation of TAG s capital is a direct function of the characteristics of the entity being valued, of the type of transaction, and of the objectives being evaluated. The chosen methodologies should be considered intrinsic parts of a single valuation process. An analysis of the results obtained with each independent methodology, rather than an analysis of the complementary relationship that is created with other criteria, would result in the loss of significance of the valuation process itself. In the valuation process of the Stake in TAG, in collaboration with Rothschild S.p.A. and Unicredit S.p.A. as financial advisors, valuation methodologies in line with domestic and international practice were used. In this sense, the main valuation methodologies used were the Dividend Discounted Model ( DDM ) and the Discounted Cash Flow Model ( DCF ). Dividend Discount Model ( DDM ): the value of TAG s share capital is estimated as the present value of future dividend flows potentially distributable to shareholders, and of the terminal value, net of financial debt of the company on the date of the valuation. The future dividend flows during the business plan period were discounted at the cost of equity (Ke), calculated based on current market parameters relating to the sector and the risk profile of Austrian regulation. Discounted Cash Flow ( DCF ): the value of TAG s share capital is estimated as the current value of TAG s expected operating cash flows and the terminal value, net of financial debt of the company on the date of the valuation. Operating cash flows for the business plan period were discounted at a weighted average cost of capital (WACC), calculated based on current market parameters relating to the sector and the risk profile of Austrian regulation. In both methodologies, the terminal value was estimated with reference to the expected RAB in The DDM should be considered a benchmark methodology as it allows to take into account the present financial structure in TAG and the ability of TAG to reward its shareholders through dividends. 11

33 Valuations based on EV/EBITDA market multiples and the implied EV/EBITDA multiples of comparable transactions were used as control methodologies. However, it should be noted that the methodologies of current market multiples and comparable transactions based on the EV/EBITDA ratio are influenced by the limited comparability of the sample due to: (i) the current regulatory and legislative contexts of the various countries in which these companies operate; (ii) the degree of diversification and the size of the activities carried out within the context of gas and electricity transportation and distribution; and (iii) the limited number of previous transactions in the sector and the scarcity of public information on the economic terms of such transactions. Moreover, the multiples of comparable companies are based on stock market prices and are therefore influenced by external factors and financial-market volatility. 3.2 Valuation of the Stake in TAG The assets and the related activities of TAG are subject to Austrian regulation; the current regulatory period is 2013 to Rothschild S.p.A. and Unicredit S.p.A., in applying the methodologies described above, carried out a valuation based on a business plan that considered 30 November 2014 the reference date for the valuation and a time horizon up to 2022, the year in which the long-term transportation contracts currently in place expire. In line with the common valuation practice, a scenario of continuity was considered and certain sensitivities have been made to reflect the effects of alternative scenarios. Based on the above-mentioned assumptions, the valuation range used by the financial advisors for the Stake in TAG (which represents 84.47% of the share capital and 89.22% of economic rights in TAG) are listed in the table below. Rothschild Unicredit million million Financial advisors Rothschild S.p.A. and Unicredit S.p.A. also prepared related-party transaction fairness opinions confirming the fairness of the price of 505,000, (five hundred and five million/00). Banca IMI, appointed as an independent expert by Snam s Related-Party Transactions Committee, used a valuation range of 476 million to 581 million for the valuation of 89.22% of TAG, issuing the related fairness opinion related to the suitability of the price 505,000, (five hundred and five million/00). 3.3 Fairness of the issue price of the new shares object of the capital increase The Report Pursuant to Article 2343 on the economic value of the Participation in TAG held by CDP GAS for the purpose of the contribution in kind in Snam S.p.A. has been drafted by the Expert, Prof. M. Lacchini, appointed by the Court of Milan with a decision dated 25 July In performing his mandate, the Expert points out that in the absence of a valuation criterion which simultaneously and completely satisfies the rationality, objectivity and fairness requirements and 12

34 which, therefore, can be considered as an optimal method the choice of the methodology or methodologies to be used to quantify the value of a company or of a going concern depends on the aim of the valuation, on the quantity and quality of the information available, and on the particular situation of the enterprise being evaluated. In the case of the value determination of TAG s economic capital and of the respective participation held by CDP GAS for the purpose of the contribution in kind in Snam, the Expert, on the basis of a balance sheet of TAG as of 30 June 2014, has deemed it opportune to adopt the complex income method. Indeed, such criterion is unanimously considered by the doctrine as endowed with high theoretical consistency, thus allowing the evaluation of the enterprise on the basis of the revenues that it will presumably be able to generate in the future. Moreover the Expert, having at his disposal the company s business plan, has deemed it opportune to adopt the valuation methodology based on the programmed results method for the purpose of the forecast on the expected net income flows. This data, derived from the industrial plan, expresses the future economic and financial evolution of the company, has been assumed as true and reliable, and has not been subjected to any audit. On the basis of the above, the value of TAG s economic capital, as of 30 June 2014, calculated on the basis of the complex income method and taking into account the aims of the mandate given, has been determined by the Expert as 577,493,000. Also as of 30 June 2014, the economic value of the participation held by CDP GAS in TAG, corresponding to 89.22% of the economic rights in TAG, is 515,239,000. The Expert clarifies that such valuation represents the reference technical value of the Company, not to be confused with the potential transfer price, which could be determined also on the basis of further reflections and other contingent and subjective elements. More precisely, the Expert points out that, also based on the prevailing doctrine and valuation practice, in the context of the confidence and discretion interval granted to experts for the purpose of the calculation of the valuation algorithms, he has used parameters he has considered remarkably reasonable and prudent. More specifically, the doctrine and the valuation practice consider absolutely physiological a confidence interval in the determination of the value of around a 5-10% increase or decrease of the economic value resulting from the valuation process. In conclusion, the Report Pursuant to Article 2343 prepared by the Expert confirms that the value of the Stake in TAG is at least equal to the value attributed to it for the purpose of the share capital and share premium calculation. On this point, it should be recalled that the closing of the Agreement is conditional, inter alia, on the issuance by Snam s auditors, Reconta Ernst & Young S.p.A. - pursuant to Article 158 of the Italian Securities Act (TUF) of a favourable opinion on the fairness of the criteria used to determine the issue price of the Snam shares to be issued in the Capital Increase. Pursuant to paragraph 2 of Article 158 of the Italian Securities Act (TUF), this opinion will be published at least 21 days before the date of the extraordinary shareholders meeting. 13

35 4. NUMBER, CATEGORY, ISSUE DATE AND ISSUE PRICE OF THE NEW SHARES RESULTING FROM THE SHARE CAPITAL INCREASE Without prejudice to the possibility that the Transaction will take place entirely through a sale and purchase (as indicated in Section 2.3), on the Execution Date, in exchange for the contribution of the Stake in TAG by CDP GAS, Snam will issue and grant to CDP GAS a whole number of ordinary shares without par value, with regular enjoyment rights, determined based on the following formula: 505,000, (five hundred and five million/00) (equal to the value attributed to the Stake in TAG) divided by the Price per Share. Under no circumstances may the number of shares issued by Snam pursuant to this formula exceed the Maximum Number of Shares, i.e. 119,000,000 (one hundred and nineteen million). If the number of shares determined as indicated above exceeds the Maximum Number of Shares, Snam (a) will issue and will grant to CDP GAS the Maximum Number of Shares, and (b) will pay CDP GAS the Adjustment in Cash, determined based on the following formula: 505,000, (five hundred and five million/00) (equal to the value attributed to the Stake in TAG) (Maximum Number of Shares multiplied by the Price per Share), up to the Maximum Amount of the Adjustment in Cash, i.e. 76,600, (seventy-six million, six hundred thousand/00). No earlier than 5 (five) business days prior to the Execution Date, the Board of Directors of Snam will determine the Price per Share as the weighted average value of the official prices of Snam shares, as defined in the Stock Market Regulations, registered 180 (one hundred and eighty) calendar days prior to the date on which the Price per Share is determined by the Board of Directors, rounded off to the nearest thousandth of one euro: ( ) ( ) Where: P Snam : Price per Share n: number data collections - i.e., of trading days - in the period of 180 (one hundred and eighty) calendar days prior to the date of the Board of Directors meeting held to determine the Price per Share Vn: volumes recorded on each trading day P u : official price of Snam shares, as defined in the Stock Market Regulations, referring to the day n, calculated as defined in the Stock Market Regulations, i.e. equal to the weighted average price for the relevant quantities ( ) of all the contracts concluded during the day, as reported by Bloomberg. As indicated in Section 2.3 above, the Capital Increase will not take place if the Price per Share is lower than 3.60 (three/60), and the consideration for the transfer of the Stake in TAG will be paid exclusively in cash. 14

36 5. TAX EFFECTS OF THE TRANSACTION ON THE ISSUER The book value of the Stake in TAG, transferred to Snam via contribution in kind, is an acquisition cost recognized by Snam for income tax purposes, as is the case in the event of an acquisition via sale and purchase. In terms of indirect taxes, the contribution in kind is subject to a registration tax of [two hundred], pursuant to Article 4, paragraph 1, number 5, of the tariff part I, annex to the D.P.R no The transaction contributing the Stake in TAG, as is the case in the event of acquisition via a sale and purchase, requires that CDP GAS invoice the relative value, exempt from VAT, pursuant to Article 10, paragraph 1, number 4 of the D.P.R no SHAREHOLDERS STRUCTURE OF THE ISSUER FOLLOWING THE SHARE CAPITAL INCREASE Without prejudice to the possibility that the entire Transaction may take place via a sale and purchase transaction (as indicated in Section 2.3 above), on the Execution Date, in exchange for the contribution in kind of the Stake in TAG by CDP GAS, Snam will issue and will attribute to CDP GAS a whole number of ordinary shares calculated following the formula indicated in Section 4 above. Without prejudice to that fact the Newly Issued Shares may not exceed the Maximum Number of Shares, by way of example, the following table sets out, in light of the current relevant shareholdings in Snam, the participations exceeding 2% of the share capital which will exist following execution of the Capital Increase, assuming that, pursuant to the Capital Increase, the Maximum Number of Shares is issued. Shareholder of Snam Number of Snam Shares % of the share capital 4 CDP RETI 1,014,491, % ENI S.p.A. 288,683, % CDP GAS 119,000, % Following the execution of the Capital Increase, no change in the control of the Company, as defined under Article 93 of the Italian Securities Act (TUF), will occur. The Agreement contains, inter alia, a standstill obligation, which is also subject to a standstill agreement, signed on the same date, related to the execution of the Transaction, which contains provisions that could be considered as having the nature of shareholders agreements. In particular, pursuant to such provisions, during the period between the Signing Date and the Execution Date, the parties to the Agreement undertake not to put in place, either directly or indirectly, any transactions involving Snam shares or financial instruments related to Snam shares, with the exception of (i) any transactions involving Snam treasury shares intended to service stock 4 The percentages are calculated by taking into account the overall shares issued by Snam net of the treasury shares. 15

37 option plans, and (ii) any transactions that may be carried out by CDP on CDP RETI shares and, therefore, indirectly on Snam shares, in relation to the entry of one or more investors into the share capital of CDP RETI. The agreements in question take effect from Signing Date and will terminate with the execution of the Transaction. Please note that in any event, as indicated in Section 2.3 above, no share capital increase will take place if the Price per Share is less than 3.60 (three/60) and the transfer of the Stake in TAG therefore takes place via a share and purchase. 7. AMENDMENTS TO THE BYLAWS With the approval of the extraordinary shareholders meeting on the proposal for resolution upon the Capital Increase, Article 5 of the Bylaws will be amended to indicate the Company s total share capital and the number of shares issued by Snam. The following table contains Article 5 of the Bylaws with the proposed amendments to the current text. Bylaws Article 5 Current text 5.1 The share capital amounts to 3,571,187, (three billion, five hundred seventy-one million, one hundred eightyseven thousand, nine hundred ninetyfour/00), divided into 3,381,638,294 (three billion, three hundred eighty-one million, six hundred thirty-eight thousand, two hundred ninety-four) shares with no indication of nominal value Paragraph unchanged Proposed test 5.2 The Shareholders Meeting of December 10, 2014 resolved to increase the share capital for consideration, up to a maximum amount of 505,000, (five hundred and five million/00), including the share premium, with the exclusion of pre-emption rights pursuant to Article 2441, paragraph 4, of the Italian Civil Code, reserved to CDP Gas S.r.l., to be paid for via the contribution in kind of the stake in Trans Austria Gasleitung GmbH, a company registered under Austrian law, with registered offices in Vienna at Wiedner Hauptstrasse, registered in the Company Register of the Vienna Commercial Court under no. FN and to take place by 31 March 2015; all of 16

38 5.2 The Shareholders Meeting may decide to increase capital by imposing terms, conditions and procedures. The capital may be increased: with in-kind contributions and credits and by issuing new shares, including special categories, to be allocated for free under Article 2349 of the Italian Civil Code. which is subject to the price per share determined by the Board of Directors for the purpose of the share capital increase being equal to or more than 3.60 (three/60) and pursuant to the terms and conditions set forth in the relevant Shareholders Meeting resolution. The paragraph remains unchanged; the clause number changes to 5.3. Please note that the entire number of ordinary shares without par value that will be issued through CDP GAS contribution of the Stake in TAG will be determined by the Board of Directors no earlier than 5 (five) business days before the Execution Date, according to the formula indicated in Section 4 above, and under no circumstances may the number of shares issues by Snam pursuant to this formula exceed the Maximum Number of Shares, i.e. 119,000,000 (one hundred and nineteen million). 8. FULFILMENTS AND TIMING The Board of Directors will submit this Report to the auditing firm Reconta Ernst & Young S.p.A. so that it may prepare an opinion on the fairness of the issue price, pursuant to Article 158 of the Italian Securities Act (TUF), which will be made available to the public at least 21 days before the scheduled extraordinary shareholders meeting. The Report Pursuant to Article 2343, prepared by the expert appointed by the Court of Milan, Prof. Marco Lacchini, will be made available to the public, according to the procedure set forth under the Issuer Regulations, at least 21 days before the scheduled extraordinary shareholders meeting. The extraordinary shareholders meeting will be convened on December 10, 2014 to resolve upon the Capital Increase and to grant the directors all of the required powers to execute the Capital Increase. If the extraordinary shareholders meeting approves the proposal for the resolution to implement the Capital Increase, it is foreseen that, no earlier than 5 (five) business days before the Execution Date, a Board of Directors meeting will be held which will determine the Price per Share and give effect to the shareholders meeting, possibly granting to one or more directors, inter alia, the necessary powers to offer and allow CDP GAS to subscribe the Capital Increase. Currently, the Execution Date is expected to take place before December 31, 2014 and, in any event, no later than 31 March

39 The Newly Issued Shares will be non-transferrable and will remain deposited with the Company until the valuations contained in the Report Pursuant to Article 2343 are verified by the Board of Directors pursuant to Article 2343, paragraph 3 of the Italian Civil Code. Admission to trading of the Newly Issued Shares on the online stock market (Mercato Telematico Azionario) operated by Borsa Italiana does not require the publication of the prospectus related to an admission to trading since the exemption provided for in Article 57, paragraph 1, letter (a) of the Issuer Regulations applies because, as previously mentioned, in no event may the number of issued shares by Snam in applying this formula exceed the Maximum Number of Shares, i.e. 119,000,000 (one hundred and nineteen million). ***** Dear Shareholders, In view of the above, the Board of Directors proposes to make the following resolutions: The extraordinary shareholders meeting of Snam S.p.A. after review of the content of the report of the Board of Directors prepared pursuant to Article 2441, paragraph 6, of the Italian Civil Code and of the proposal for the share capital increase for consideration, with the exclusion of pre-emption rights, pursuant to Article 2441, paragraph 4, of the Italian Civil Code, to be subscribed through contribution in kind; after review of the sworn report, pursuant to Articles 2440 and 2343 of the Italian Civil Code, of Prof. Marco Lacchini, expert appointed by the Court of Milan on 17 July 2014; after review of the fairness opinion on the issue price of the shares prepared by the auditing firm Reconta Ernst & Young S.p.A.; resolves a) to increase the share capital for a maximum amount of 505,000, (five hundred and five million/00), including the share premium, with the exclusion of pre-emption rights pursuant to Article 2441, paragraph 4 of the Italian Civil Code, to be paid for via the contribution in kind of the stake in Trans Austria Gasleitung GmbH, a company registered under Austrian law, with registered offices in Vienna at Wiedner Hauptstrasse, registered in the Company Register of the Vienna Commercial Court under no. FN x and to take place by 31 March 2015; all of which is conditional upon the price per share determined by the Board of Directors in execution of the following resolution under point b) being equal to or more than 3.60 (three/60); b) (1) to grant to the Board of Directors to power to determine (i) the issue price, including the share premium, of each ordinary share, with regular enjoyment rights, to be issued through the share capital increase mentioned in point a) above, as the weighted average value of the official prices of Snam Shares, as defined in the Stock Market Regulations, registered in the 180 (one hundred and eighty) calendar days prior to the date on which the Price per Share is determined by the Board of Directors - rounded off to the nearest thousandth of one euro, according to the following formula: Where: ( ) ( ) 18

40 (ii) (iii) P Snam : Price per Share n: number data collections - i.e., of trading days - in the period of 180 (one hundred and eighty) calendar days prior to the date of the Board of Directors meeting held to determine the Price per Share Vn: volumes recorded on each trading day P u : official price of Snam shares, as defined in the Stock Market Regulations, referring to the day n, calculated as defined in the Stock Market Regulations, i.e. equal to the weighted average price for the relevant quantities ( ) of all the contracts concluded during the day, as reported by Bloomberg; the number of ordinary shares, with regular enjoyment rights, to be issued through the share capital increase as mentioned in point a) above, using the following formula: 505,000, (five hundred and five million/00) divided by the issue price, including share premium, of each ordinary share (as determined above), rounded off to the nearest whole number; and the portion of the issue price to be attributed to the capital and the portion, which shall in any case be provided, to be attributed to the share premium reserve; c) (2) to establish that (i) under no circumstances may the number of shares issued by Snam in applying the above-mentioned point b(1)(ii) exceed the number 119,000,000 (one hundred and nineteen million) shares; if the number of shares determined in applying the above-mentioned formula in point b(1)(ii) exceeds the number of shares, Snam will (A) issue and grant to CDP GAS 119,000,000 (one hundred and nineteen million) shares, and (B) pay CDP GAS an adjustment in cash, determined based on the following formula: 505,000,000,00 (119,000,000 multiplied by the Price per Share), up to a maximum amount of 76,600, (seventy-six million, six hundred thousand/00); all of which is described in the report of the Board of Directors in compliance with Articles 2440 and 2343 of the Italian Civil Code; d) to grant the Board of Directors (and the Chief Executive Officer, with the power to subdelegate) all the necessary and appropriate powers to give effect to the above, without prejudice to all of the conditions in the Report, including the necessary powers to offer the subscription of the share capital increase, to sign the deed of contribution and therefore to put in place any formalities and to sign any deed and/or document related to the abovementioned share capital increase, it being understood that the share capital increase must take place no later than the deadline of 31 March 2015; e) to modify Article 5 of the bylaws as follows: 5.1 The share capital amounts to 3,571,187, (three billion, five hundred seventyone million, one hundred eighty-seven thousand, nine hundred ninety-four/00), divided into 3,381,638,294 (three billion, three hundred eighty-one million, six hundred thirty-eight thousand, two hundred ninety-four) shares with no indication of nominal value. 5.2 The Shareholders Meeting of December 10, 2014 resolved to increase the share capital for consideration, up to a maximum amount of 505,000, (five hundred and five million/00), including the share premium, with the exclusion of pre-emption rights pursuant to Article 2441, paragraph 4, of the Italian Civil Code, reserved to CDP Gas S.r.l., to be paid for via the contribution in kind of the stake in Trans Austria Gasleitung GmbH, a company registered under Austrian law, with registered offices in Vienna at Wiedner 19

41 Hauptstrasse, registered in the Company Register of the Vienna Commercial Court under no. FN and to take place by 31 March 2015; all of which is subject to the price per share determined by the Board of Directors for the purpose of the share capital increase being equal to or more than 3.60 (three/60) and pursuant to the terms and conditions set forth in the relevant Shareholders Meeting resolution. 5.3 The Shareholders Meeting may decide to increase capital by imposing terms, conditions and procedures. The capital may be increased: with in-kind contributions and credits and by issuing new shares, including special categories, to be allocated for free under Article 2349 of the Italian Civil Code. ; f) to authorize the President of the Board of Directors and the Chief Executive Officer, severally and with the power to delegate through special powers of attorney, to register and publish, pursuant to the law, the amended text of the Bylaws with the relevant amendments approved by the previous resolutions and in execution of the above resolutions; and g) lastly, to grant the required powers to the President of the Board of Directors and the Chief Executive Officer, severally and with the power to delegate through special powers of attorney, to make non-substantive amendments to the above-mentioned resolution that are necessary and appropriate to execute the share capital increase, and effect the necessary registrations with the Companies Registry and/or comply with the requirements of the competent authorities. The Chairman of the Board of Directors Mr. Lorenzo Bini Smaghi 20

42 ENGLISH TRANSLATION OF THE SWORN VALUATION REPORT CONCLUSION Pursuant to R.G. 6783/14 Non - Contentious Proceeding (Volontaria Giurisdizione), the undersigned Marco Lacchini, Full Professor in Business Administration, Chartered Accountant and registered at the Register of Auditors at n published on the Official Journal (Gazzetta Ufficiale) n. 59 bis of , with offices is in Milan at 5 via Durini, - has been appointed by the Court of Milan as the Expert assigned to draw up the sworn report, under art CC, of the economic value of CDP GAS stake in Trans Austria Gasleitung GmbH (the Company ) (equal to the 89.22% of the economic rights) for the purpose of its contribution in kind in Snam. The economic value of the Company, also considering the going concern, as of June 30 th, 2014 was of euro The economic value was estimated using the complex income method, also taking into consideration the purposes of the assignment, the assumptions and limitations mentioned in the report. For any additional integration please refer to the main section of the report. On the same date, the economic value of CDP GAS stake in TAG, equal to 89.22% of the economic rights, was of euro It should be underlined that this estimate represents the reference technical value of the Company, not to be confused with the possible transaction price, which could be determined also on the basis of further considerations and other contingent and subjective elements. More precisely, the undersigned, also considering the prevailing doctrine and valuation practice, within the range of confidence and autonomy the Expert is allowed to use in the economic valuation calculation, has used particularly reasonable and prudent parameters. In particular, the doctrine and valuation practice consider absolutely physiological a confidence interval in the determination of the value of around 5-10% in increase or decrease of the economic value resulting from the valuation process. Finally, under art CC, the undersigned Expert certifies that the value of the CDP GAS s stake in TAG to be contributed in kind in Snam is at least equal to that attributed to it for purposes of determining the share capital increase of Snam (including the share premium, if any). Through this report the undersigned deems to have fulfilled the assignment. The undersigned remains at disposal for any clarification and/or integration on what exposed, and thanks for the trust granted. Best regards, Prof. Marco Lacchini Milan, October 14 th, 2014.

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174 Snam S.p.A. Auditors' Report On the reasonableness of the shares' issue price for the increase in share capital with exclusion of the shareholders' preemption rights (Article 158 of the Legislative Decree n 58 of 24 February 1998)

175 Reconta Ernst & Young S.p.A. Via Confienza, Torino Tel: Fax: ey.com Auditors' Report On the reasonableness of the shares' issue price for the increase in share capital with exclusion of the shareholders' preemption rights (Article 158 of the Legislative Decree n 58 of 24 February 1998) (Translation from the original Italian text) To the Shareholders of Snam S.p.A. 1. Objective, subject and scope of the engagement In accordance with article 158, paragraph 1, of the Italian legislative decree n 58 of 24 February 1998, we received from Snam S.p.A. (hereinafter Snam, the Company or the Issuer ), the proposal to increase the share capital for consideration, with exclusion of preemption rights, under article 2441, paragraph 4 of the Italian Civil Code (the Share Capital Increase ), together with the explanatory report of the Board of Directors prepared pursuant to Article 2441, paragraph 6, of the Italian Civil Code and Article 70, paragraph 4, letter a) of the Consob Regulations no of 14 May 1999 as subsequently modified (the Directors Report ), that: i) places the proposed Share Capital Increase in the framework of a transaction aimed to take over the stake in Trans Austria Gasleitung GmbH ( TAG ), equal to the 84,47% of TAG s share capital and which represents 89,22% of the economic rights in TAG (the Stake in TAG ) by Snam; ii) iii) explains and justifies the exclusion of the preemption rights and indicates the criteria adopted by the Directors in determining the shares issue price; proposes to call on 10 December 2014 the Extraordinary Shareholders Meeting to resolve on the Share Capital Increase and to grant the Board of Directors all the necessary powers to give effect to the above. As registered audit firm, appointed by Snam according to article 158, paragraph 1, of the legislative decree n 58 of 24 February 1998, and considering the characteristics of the proposed Share Capital Increase, in this report we conclude, in accordance with article 158, paragraph 1, of the legislative decree n 58 of 24 February 1998, on the reasonableness of the criteria identified by the Directors for determining the shares issue price (the Price per Share ). In order to provide the Shareholders with adequate information regarding the criteria for determining the Price per Share, this report illustrates the methods adopted by the Directors, also based on indications from their financial advisors, in determining the Price per Share and the difficulties encountered by them. In addition, this report also indicates whether, under the circumstances, such methods are reasonable and not arbitrary, whether the Directors have considered the respective importance of such methods and whether the methods have been correctly applied. Reconta Ernst & Young S.p.A. Sede Legale: Roma - Via Po, 32 Capitale Sociale ,00 i.v. Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma Codice fiscale e numero di iscrizione P.IVA Iscritta all Albo Revisori Contabili al n Pubblicato sulla G.U. Suppl IV Serie Speciale del 17/2/1998 Iscritta all Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n del 16/7/1997 A member firm of Ernst & Young Global Limited

176 3 In our examination of the valuation methods adopted by the Directors of Snam, we have not carried out a valuation of Snam or TAG. This was done solely by the Directors of Snam and their financial advisors. The procedures described in this report have been performed by us solely for the purposes of expressing our conclusions on the valuation criteria adopted by the Directors of Snam to determine the Price per Share and accordingly: they are not valid for different purposes; they do not constitute for any reason a valuation either on the opportunity of the transaction, or on the reasons for the Share Capital Increase expressed in the Directors Reports. 2. Summary of the transaction Terms of the transaction On 12 September 2014, Snam's Board of Directors approved the transaction consisting in the acquisition of the Stake held by CDP GAS S.r.l. ( CDP GAS ), a subsidiary of Cassa Depositi e Prestiti S.p.A. ( CDP ) in TAG (the Transaction ). TAG is the owner of the Austrian section of the pipeline that connects Russia to Italy and also holds the transportation rights on the pipeline. TAG became the owner of the pipeline, according to the agreement signed on 8 August 2014 by CDP GAS, Gas Connect Austria GmbH ( GCA ) and TAG (the Framework Agreement ) following the contribution in kind, effective from 1 October 2014, of the gas pipeline, the related infrastructures, and the staff and assets and liabilities related to the operation and maintenance services (the Going Concern ) by GCA, an Austrian gas transmission company of the OMV Group and shareholder of TAG together with CDP GAS. Following this transfer, the Stake in TAG to be acquired by Snam will equal 84.47% of the share capital of TAG, with economic rights, according to the shareholders agreements, equal to 89.22%. Gas Connect Austria will hold the remaining 15.53% of the share capital and 10.78% of the economic rights. On 19 September 2014, Snam, CDP and CDP GAS (together, the Parties ) entered into an agreement concerning the Transaction, which execution is conditional upon, inter alia, the approval by Snam s Extraordinary General Shareholders Meeting of the resolution for the Share Capital Increase related to the Transaction (the Agreement ). The Directors Report provides details about the conditions precedent related to the Transaction. The Parties have attributed to the Stake in TAG a value of Euro 505,000, (five hundred and five million/00) (the Consideration ), subject to a price adjustment, if any. Without prejudice to the possibility that the Consideration will be partially or entirely paid in cash (see note, infra), The Consideration of Euro 505 million will be paid by Snam through the execution of a share capital increase, with exclusion of the preemption rights, reserved for CDP GAS, to be underwritten, by CDP GAS through the contribution in kind of the Stake in TAG. The transfer of the Stake in TAG from CDP GAS to Snam will take place within the fifteenth business day after the day on which the last of the conditions precedent provided for by the Agreement is fulfilled (with the exception of conditions which, by their very nature, must be fulfilled on the execution date itself), or another date agreed in writing by the Parties (the Execution Date ). On the Execution Date, Snam will enter into the shareholders agreements relating to TAG in force on that date between GCA and CDP GAS, acquiring the rights and obligations of the latter pursuant to these agreements.

177 4 The main conditions precedent not yet fulfilled at the date of this report are the following: the resolution to be taken by the Extraordinary Meeting of the shareholders of Snam to increase the share capital in connection with the Transaction; the consent to be obtained from ING Bank N.V., financial institution financing TAG, for the completion of the Transaction and the related activities; the communication of the Transaction to be made to the Italian government pursuant to Article 2 of Decree Law no. 21 of 15 March 2012, which was finally approved, with amendments, with Law no. 56 of 11 May 2012, and to the related implementing regulations, and that the government has not exercised the special powers provided for by the aforementioned legislation or, alternatively, it has been confirmed that said legislation does not apply to the Transaction; the delivery, by CDP GAS to Snam, of a certified interim financial statements of TAG referring to the effective date of the contribution of the Going Concern to TAG pursuant to the Framework Agreement, subject to a limited review in accordance with ISA 805 (International Standards on Auditing Audit for Special Purpose Engagement). The deadline by which the execution of the Transaction must take place is 31 March If the conditions precedent are not fulfilled by 31 March 2015, the Parties will not be further required to conclude the Transaction. In addition, the Directors Report reports that, on the Execution Date, Snam will provide TAG with the funds necessary to enable TAG to reimburse CDP GAS for the outstanding amount of the shareholder loan granted by CDP Gas to TAG which, as of 31 August 2014, amounted to approximately Euro 270 million. The Directors Report discloses that the Transaction is between related parties as CDP holds (i) through CDP RETI (a subsidiary of CDP) approximately 30% of the share capital of Snam, which represents a stake allowing a considerable influence on Snam, and (ii) 100% of CDP GAS. The Transaction is also considered as material pursuant to Consob Regulation no of 12 March 2010, as subsequently amended and supplemented, (the RPT Regulations ) as well as to the Snam Procedure "Transactions involving directors' or statutory auditors' interests and related-parties transactions" (the RPT Procedure ). In this regard, Snam prepared and provided to the public, on 19 September 2014, the prospectus pursuant to Article 5 of the RPT Regulations, as well as to the RPT Procedure with reference to the signing of the Agreement by Snam, CDP GAS and CDP. Snam s Board of Directors approved the Transaction, which was also subject to the favorable reasoned opinion issued on 12 September 2014 by the Company s Control and Risk Committee in its composition as Committee for related-parties transactions (the Committee ). This Committee expressed unanimous opinion on the interest of Snam in completing the Transaction and on the suitability and substantial fairness of its conditions. The Committee was assisted by three independent advisors for regulatory, legal and financial matters. Without prejudice to the possibility that the Transaction may take place partially or entirely as a sale and purchase, the Shareholders will resolve upon a Share Capital Increase for a maximum amount of Euro 505 million, inclusive of share premium, with exclusion of preemption rights, under article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS to be underwritten through the

178 5 contribution in kind of the Stake in TAG. Snam will issue and will grant to CDP GAS a whole number of ordinary shares without par value, with regular enjoyment rights (the Newly Issued Shares ), determined based on the following formula: Euro 505,000, divided by the Price per Share. Upon the Shareholders resolution, no earlier than 5 business days prior to the Execution Date, the Board of Directors of Snam will determine the Price per Share as the weighted average value of the official prices of Snam shares, as defined in the Stock Market Regulations, registered in the one hundred and eighty calendar days prior to the date on which the Price per Share is determined by the Board of Directors, rounded off to the nearest thousandth of a euro: = [( ) ( )] where: PSnam: Price per Share; n: number data collections - i.e., of trading days - in the period of 180 (one hundred and eighty) calendar days prior to the date of the Board of Directors meeting held to determine the Price per Share; Vn: Pu: volumes recorded on each trading day; official price of Snam shares, as defined in the Stock Market Regulations, referring to the day n, calculated as defined in the Stock Market Regulations, i.e. equal to the weighted average price for the relevant quantities (Vn) of all the contracts concluded during the day, as reported by Bloomberg. Under no circumstances may the number of shares issued by Snam pursuant to this formula exceed the maximum number 119,000,000 Newly Issued Shares (the Maximum Number of Shares ). If the number of shares determined as indicated above exceeds the Maximum Number of Shares, Snam will issue and will grant to CDP GAS the Maximum Number of Shares, and will pay CDP GAS an adjustment in cash, up to the maximum amount of the adjustment in cash, i.e. Euro 76,600, (the Adjustment in Cash ). Therefore, if the Adjustment in Cash is necessary, a mixed transaction involving a contribution in kind pursuant to Articles 2342 et seq. of the Italian Civil Code and a sale and purchase transfer will take place. In this context, a part of the shares that constitute the Stake in TAG will be transferred in exchange for the issuance of Snam shares (as a consequence of a share capital increase of Snam), while the remaining part will be transferred in exchange for the payment of the Adjustment in Cash. The ratio between the shares of the Stake in TAG contributed in kind and the shares sold will correspond to the ratio between the total value of the Newly Issued Shares and the Adjustment in Cash. If the Price per Share thus determined is lower than Euro 3.60, the transfer of the Stake in TAG will take place in exchange for a cash-only payment of the Consideration without any Share Capital Increase. The Directors Report explain that the parties have determined the net working capital of TAG and the net financial position of TAG, estimated as at 30 November 2014 and adjusted to take into account the difference, if any, between the capital expenditure that had actually been made by that date and

179 6 the capital expenditure that the parties estimated. After the Execution Date, the parties will verify, possibly also by an independent auditor, the actual net financial debt (as adjusted to take into account capital expenditure) and net working capital of TAG as at 30 November TAG s net financial position will also be adjusted to take into account the difference, if any, between the capital expenditure that had actually been made by that date and the capital expenditure that the parties estimated. Any positive or negative difference between the estimated net financial debt and the actual net financial debt as at 30 November 2014 will give rise, respectively, to a payment by Snam to CDP GAS or, vice versa, a payment by CDP GAS to Snam. Any positive or negative difference between the actual net working capital and the estimated net working capital will give rise, respectively, to a payment by Snam to CDP GAS or a payment by CDP GAS to Snam. Rationale of the transaction The Directors Report illustrates that evaluations of obvious interest to the Company led the Board of Directors of Snam to assess positively the Transaction to acquire the Stake in TAG and consequently to propose the Share Capital Increase. In particular, from an industrial and business perspective, the Transaction is fully consistent with Snam s strategy to create a European gas infrastructures platform, and allows the Company to pursue its policy of diversifying country risk and regulatory risk. Following the Company s investments in Interconnector UK and TIGF, with the acquisition of a the Stake in TAG, which represents one of the most important routes for supplying Russian gas to Europe, Snam would assume a significant position in the East-West corridor, which has been identified as a priority in Snam s plans to develop its international presence in the energy corridors set out in Directive 2009/73/EC. Furthermore, with the investment in TAG, Snam would acquire influence over an asset of strategic importance for the Italian gas market, as the gas injected at the entry point of Tarvisio currently accounts for a significant proportion of the country s imports. Purposes of the contribution In the context of the Transaction, the Directors explain that from an economic and financial perspective, the decision to execute the Transaction preferably using Snam shares allows the Company to strengthen its balance sheet position by regaining the financial flexibility it used in previous acquisitions. If, however, the Price per Share, calculated as detailed above, is lower than Euro 3.60, the Consideration will be paid entirely in cash, to protect minority shareholders who would be excluded from the Share Capital Increase, and the Share Capital Increase will not take place. 3. Documentation utilized In performing our work, we analyzed the following documentation: 1. The Directors Report, prepared for the Shareholders Extraordinary General Meeting convened on 10 December 2014, which indicates the criteria adopted by the Directors in determining the shares issue price; 2. The Snam Board of Directors internal document dated 12 September 2014, which illustrates the industrial and business rationale of the Transaction and the considerations about the valuation of TAG; 3. The favorable reasoned opinion issued on 12 September 2014 by the Committee;

180 7 4. The fairness opinion issued by the financial advisor of the Company s Committee on the fairness of the Consideration relating to the transfer to Snam of the Stake in TAG; 5. The fairness opinions issued by the financial advisors of the Board of Directors of Snam on the fairness of the Consideration relating to the transfer to Snam of the Stake in TAG, equal to Euro 505 million; 6. The Agreement, and related attachments, signed on 19 September 2014 by Snam, CDP and CDP GAS related to the Transaction; 7. The information document for significant transactions with related parties, prepared for the Transaction, published on 19 September 2014; 8. The consolidated financial statements of Snam as at 31 December 2013, prepared in accordance with International Financial Reporting Standards ( IFRS ) as adopted by EU, audited by us; 9. The consolidated half year report of Snam as at 30 June 2014, prepared in accordance with IFRS adopted by the EU, applicable to interim reporting (IAS 34), reviewed by us; 10. The consolidated third quarter report of Snam as at 30 September 2014, prepared in accordance with IFRS and in conformity with article 154-ter paragraph 5 of the Legislative Decree n 58 of 24 February 1998; 11. The financial statements of TAG as at 31 December 2013 and 2012, prepared in accordance with Austrian Generally Accepted Accounting Principles, audited by PwC Wirtschaftsprufung GmbH; 12. The Balance Sheets and the Income Statements of TAG as at 31 December 2013 and 2012, prepared in accordance with IFRS, signed for identification by PwC Wirtschaftsprufung GmbH; 13. The Balance Sheets and the Income Statements of TAG as at 30 June 2014 and 2013, prepared in accordance with IFRS, signed for identification by PwC Wirtschaftsprufung GmbH; 14. The business plan of TAG, inclusive of the Going Concern, prepared by Snam management with the assistance of external consultants; 15. The due diligence reports on TAG prepared by the financial, tax, legal, technical and regulatory advisors of the Board of Directors of Snam and of the Committee of Snam; 16. The report pursuant to article 2343 of the Italian Civil Code prepared and sworn by Prof. Marco Lacchini, an expert appointed by the Court of Milan; 17. Publicly available information about Snam and companies operating in the same sector and financial researches and analyses, published by specialized institutions and investment banks; 18. Other accounting and statistical information and any other information considered relevant to the purposes of this report. 4. Valuation methods adopted by the Boards of Directors for the determination of the Price per Share In order to determine the Price per Share of the Newly Issued Shares, and to assess the fairness of the economic value of the Stake in TAG with respect to the Share Capital Increase, the Board of Directors of Snam, also based on indications from their financial advisors, has determined the economic value of TAG s capital using methodologies in line with the common valuation practice for comparable transactions and considering the intrinsic elements of the company to be evaluated. As highlighted by the Directors, TAG s results for the 2014 financial year will be attributed to Snam.

181 8 The Directors Report explains that to perform the valuation of the Stake in TAG, a scenario of continuity was considered and certain sensitivities were made to reflect the effects of alternative scenarios. In particular, the choice of the criteria to apply in the economic valuation of TAG s capital is a direct function of the characteristics of the entity being valued, of the type of transaction, and of the objectives being evaluated. The determination of the Price per Share The Directors, having considered the fact that Snam is a public company, and also based on the work of their financial advisors, have concluded to identify the criterion for determining the Price per Share by observing the official prices of Snam shares over a period of time which is long enough to allow tracking an official price in a reasonable way. In particular, the Board of Directors will determine the Price per Share as the weighted average value of the official prices of Snam shares, as defined in the Stock Market Regulations, registered in the one hundred and eighty calendar days prior to the date on which the Price per Share is determined by the Board of Directors of Snam. Valuation of the Stake in TAG The Directors first illustrate that the chosen methodologies should be considered as inseparable parts of a unique valuation process. An analysis of the results obtained with each methodology independently, rather than an analysis of the complementary relationship that is created with other methodologies, would result in the loss of significance of the overall valuation process. In the valuation process of the Stake in TAG, in collaboration with the financial advisors, the main valuation methodologies used were the Dividend Discounted Model ( DDM ) and the Discounted Cash Flow Model ( DCF ): i. Dividend Discount Model: the value of TAG s share capital is estimated as the present value of future dividend flows potentially distributable to shareholders, and of the terminal value. The future dividend flows during the business plan period were discounted at the cost of equity, calculated based on current market parameters relating to the sector and the risk profile of Austrian regulation; ii. Discounted Cash Flow: the value of TAG s share capital is estimated as the current value of TAG s expected operating cash flows and the terminal value, net of financial debt of the company on the date of the valuation. Operating cash flows for the business plan period were discounted at a weighted average cost of capital ( WACC ), calculated based on current market parameters relating to the sector and the risk profile of Austrian regulation. The Directors, assisted by their financial advisors, carried out a valuation based on a business plan that considered 30 November 2014 as the reference date for the valuation and a time horizon up to 2022, the year in which the long-term transportation contracts currently in place expire. In both methodologies, the terminal value was estimated with reference to the expected RAB in According to the Directors, the DDM should be considered as the benchmark methodology, as it allows to take into account the current financial structure in TAG and the ability of TAG to reward its shareholders through dividends.

182 9 Valuations based on EV/EBITDA market multiples and the implied EV/EBITDA multiples of comparable transactions were used as control methodologies. However, the Directors Report explains that the methodologies of current market multiples and comparable transactions based on the EV/EBITDA ratio are influenced by the limited comparability of the sample due to: (i) the current regulatory and legislative contexts of the various countries in which these companies operate; (ii) the degree of diversification and the size of the activities carried out within the context of gas and electricity transportation and distribution; and (iii) the limited number of previous transactions in the sector and the scarcity of public information on the economic terms of such transactions. Moreover, the multiples of comparable companies are based on stock market prices and are therefore influenced by external factors and financial-market volatility. 5. Valuation difficulties encountered by the Directors In carrying out their valuations for the purpose of determining the Price per Share, the Board of Directors of Snam did not encounter any difficulties. 6. Results of the valuation performed by the Directors Based on the methodologies above described, the financial advisors appointed by the Board of Directors of Snam, have determined a valuation range of Euro million for the valuation of the Stake in TAG, which represents 84.47% of the share capital and 89.22% of economic rights in TAG. The financial advisor appointed by the Committee of Snam has determined a valuation range of Euro million for the valuation of 89.22% of TAG, issuing the related fairness opinion related to the suitability of the price Euro 505,000, The Directors Report explains that the Parties have determined for the Stake in TAG a consideration of Euro 505,000, also on the basis of the net working capital of TAG and the net financial position of TAG estimated as at 30 November 2014, subject to a price adjustment if any. This amount is therefore included within the ranges mentioned above. The Directors state that the financial advisors who assisted them in the valuation process, issued on 12 September 2014 their fairness opinions to confirm the fairness of the Consideration relating to the transfer to Snam of the Stake in TAG, equal to Euro 505 million. In addition, the Directors Report illustrates that pursuant to the Agreement and to article 2343 of the Italian Civil Code, for the purposes of the Share Capital Increase, CDP GAS presented to Snam the report pursuant to article 2343 prepared and sworn by Prof. Marco Lacchini, an expert appointed by the Court of Milan (the Expert ). The report pursuant to article 2343 was issued on 14 October 2014 and includes the estimate of the economic value of the Stake in TAG held by CDP GAS. The value of TAG s economic capital was determined by the Expert to be Euro 577,493, as of 30 June At the same date, the economic value of the Stake held by CDP GAS in TAG, corresponding to 89.22% of the economic rights in TAG, is Euro 515,239, In conclusion, the report pursuant to article 2343 prepared by the Expert confirms that the value of the Stake in TAG is at least equal to the value attributed to it for the purpose of the share capital and share premium calculations.

183 10 7. WORK DONE 7.1 Work done on the documentation utilized as previously mentioned at paragraph 3 We examined the Directors Report dated 30 October 2014 and the document prepared for the Board of Directors internal purposes, dated 12 September 2014, that describe the industrial and business rationale of the Transaction and the considerations about the valuation of TAG. We also read and examined (i) the favorable reasoned opinion to the Transaction issued by the Committee of Snam on 12 September 2014; (ii) the fairness opinion issued by the Snam s Committee financial advisor dated 12 September 2014 and related to the fairness of the Consideration, under a financial perspective, for Snam; (iii) the fairness opinions issued by the Snam s Board of Directors financial advisors on 12 September 2014 related to the fairness of the Consideration of the Transaction for financial purposes; (iv) the Agreement signed by CDP, CDP GAS and Snam on 19 September 2014 related to the Transaction; (v) the information documents on significant transactions with related parties, published on 19 September 2014 related to the Transaction; (vi) evidence of the financial, tax, legal, technical and regulatory due diligences on TAG prepared by the advisors of the Board of Directors and of the Committee of Snam; (vii) the Report Pursuant to Article 2343 of the Italian Civil Code prepared by the Expert, Prof. M. Lacchini, appointed by the Court of Milan. The Committee, expressed favorable opinion for the execution of the Transaction, underlying some attention points identified by its regulatory and legal advisors. Those aspects relate to: under the expected regulatory framework and market scenarios, the attention point refers to uncertainty related to an infrastructure with still a long residual useful life and, under a legal perspective to the matter that (i) the allocation of risks deriving from the Agreement could appear as not particularly favorable to Snam with respect to common market practice and (ii) to the Snam commitment to opt out the right to promote liability actions versus the TAG Directors appointed by CDP and CDP GAS, excluding fraud and negligence to the maximum extent provided by the applicable Law. With reference to the above mentioned aspects the Committee however concluded that no undeserved advantage for CDP and CDP GAS has been identified. We have audited the separate financial statements of Snam and the consolidated financial statements of Snam and its subsidiaries as of 31 December We have reviewed the interim condensed consolidated financial statements of Snam and its subsidiaries as of 30 June We have furthermore performed certain review procedures on the Snam interim consolidated quarterly report at September 30, 2014, for the issuance of this Report. Considering the inherent uncertainties and limitations of any forward-looking data, we have discussed the TAG Business Plan with management of Snam and their financial advisors, analyzing the most relevant characteristics of the forecasting process of the Company. The analysis included the understanding of the process used by the Company to prepare forecast data, the reasons of the assumptions, the adopted valuation criteria and accounting standards as well as the clerical accuracy of the forecasting model.

184 Work done on the methods used to determine the issue price of the new shares We have performed the following procedures: a) Analyzed the Directors Report to verify the methodologies used to determine the value of TAG; b) Collected, through enquiries of Company s management, information relating to events subsequent to the 30 June 2014 that could have significant impacts on the values which are the object of our engagement; officials of the Company have advised us that from 30 June 2014 to the date of this report no events have happened or circumstances are in place that would require changes to the valuation prepared by Management; c) Read the minutes of the meeting of the Shareholders and of the Board of Directors of the Company set forth in the minutes book in the year 2014 and obtained from officials of the Company a summary of the topics of the meetings not yet set forth in the meeting books through the date of this report; d) Performed sensitivity analysis within the valuation methods adopted, with the aim to verify to what extent the values identified by the Company s Directors are affected by changes in the assumptions an parameters considered to be significant; e) Verification of the consistency of the data utilized, with respect to the reference sources and with the documentation used, described in paragraph 3. above; f) Verification of the mathematical accuracy of the calculation of the values derived from the application of the valuation methods used by the Directors; g) Critical analysis of the valuation methods used by the Directors; h) Discussions, with the Company s management and their financial advisors on the Transaction, of its contents and documentation, of the procedures performed, the issues encountered and the solutions adopted; i) Observation of the trends of Snam shares price on the Italian Stock Exchange for significant time intervals. The above mentioned procedures have been performed to the extent considered necessary for the purpose of our engagement, as indicated in paragraph 1. above. We have also gathered and obtained representation that, based on the knowledge and belief of Snam Management, no significant changes occurred in the data and information used in our analysis, and that there were no events that would require a modification of the criteria used to determine the issues price of the new shares indicated in the Directors Report and that, as such, may be relevant for the purpose of this report. 8. Comments on the suitability of the methods used and the validity of the estimates It being understood what reported above with reference to the objective, the purpose and the limitations of the valuations in the context of transactions similar to the one under analysis, we note that: the valuation methods adopted are widely used in the Italian and international professional practice, they are based on accepted valuation doctrine and on parameters determined through a generally accepted methodology process; they appear adequate in the circumstances, in light of the characteristics of TAG;

185 12 the methods have been developed on a stand alone basis, in conformity with the valuation framework required (that is, no future possible synergies between Snam and TAG have been considered in the valuation); the application of more than one method broadened the valuation process and allows a substantial analysis of the results obtained: the choice of the Directors with reference to the valuation methodologies appears consistent with the financial structure and the type of operations of TAG, whose make relevant for the valuation process the financial aspects. In particular, the adoption of the DDM methodology appears consistent with professional practice and valuation doctrine and with the relevance of the financial aspects in the valuation process. With regards to the development of the valuation methodologies performed by the Directors, our considerations are the following: a) with regards to the definition of the Price per share: In case of exclusion of preemption rights, the article 2441, paragraph 6 of the Italian Civil Code, provides that the issue price of the new shares must be determined based on the value of equity, having considered, for the shares listed in regulated markets, also the shares value trend of the last six-months period. In accordance with qualified doctrine, such rule has to be interpreted in a way that the share issue price must not be necessarily determined equal to the net equity value, providing that it has to be determined based on that value; this circumstance leaves discretion to the Directors, who might issue the new shares at a price not equivalent to the exact net equity value. Similarly, the rule s reference to the share value trend of the last sixmonths period leaves discretion to Directors to select the share issue value deemed to be the most appropriate in light of the market trends during the period observed. As described in the preceding paragraphs, with regards to the Price per Share of the Newly Issued Shares, the Board of Directors of Snam resolved to fix it as the weighted average value of the official prices of Snam shares, as defined in the Stock Market Regulations, registered in the one hundred and eighty calendar days prior to the date on which the Price per Share is determined by the Board of Directors, rounded off to the nearest thousandth of a euro (the Criterion ). The Criterion satisfies the following requisites: (i) the weighted average criteria, if compared to the simple average, makes it possible to determine a weighted value taking into consideration the significance of each price set in each negotiation day, assigning higher relevance to prices set in correspondence to high-volumes negotiation (ii) the six months period is long enough to mitigate any unexpected share fluctuation determined by contingent or temporary stock market situations, as well as to comply with the applicable rules. The Directors of Snam inform that, to protect Shareholders excluded from the Share Capital Increase, it is anyway established that, should the Price per Share set as defined above be lower than Euro 3.60 per share, the consideration for the Stake in TAG will be paid directly in cash and the Share Capital increase will not take place. This provision represents a protection from the risk of dilution of those shares owned by shareholders excluded from the Share Capital Increase. b) With reference to the valuation of the Stake in TAG for the purpose of contribution in kind: With regards to the valuation of the Stake for the purpose of the contribution in kind, based on the results obtained through the valuation methodologies described above, also based upon the advice of its financial advisors, the Board of Directors of Snam has approved the amount of Euro 505 million agreed with CDP GAS.

186 13 The Committee expressed favorable opinion for the execution of the Transaction, also based on the valuation included in the fairness opinion issued by its financial advisor; this valuation is in line with the value assigned to the Stake in TAG for the purpose of the contribution in kind. This value is also included in the valuation ranges identified by the financial advisors engaged by the Board of Directors of Snam and lower than the value included in the Report Pursuant to Article 2343 ter, paragraph 2, letter b) of the Italian Civil Code issued by the Expert appointed by the Court of Milan. 9. Specific limitations encountered by the auditors in carrying out the engagement As previously indicated, in the execution of our work we utilized data, documents and information provided to us by Snam, including the fairness opinions of financial advisors and the financial, tax, legal, technical and regulatory due diligence reports, assuming their truthfulness, correctness and completeness, without performing specific assessments on them. Similarly, we have not performed, since they were out of the scope of our engagement, assessments and/or valuations on the validity and/or effectiveness of the Transaction concluded by Snam or CDP and CDP Gas, neither on the effects of the Share Capital Increase on the Transaction. When utilizing the forecasted data and financial analysis we have been provided with, we have deemed they have been prepared objectively, based on assumptions reflecting the best forecasts currently available to the Snam and TAG Officials, with reference to the future financial results and economic conditions. Finally, our report has been prepared based on certain forecasted data reasonably conceivable and, as such, does not take into consideration the possibility that certain extraordinary or unexpected events may occurr and, being based on forecasted data, it depends on the actual accomplishment of the hypotheses and assumptions used to prepare the future plans. 10. Conclusion Based on the documentation we have examined and on the procedures described above, and considering the nature and the extent of our work as described in this report, we believe that the Criterion adopted by the Directors of Snam for determining the Price per Share for the Share Capital Increase with exclusion of the Shareholders preemption rights, in accordance with article 2441, paragraph 6 of the Italian Civil Code, as provided for the Transaction, is, under the circumstances, reasonable and not arbitrary and, accordingly we express a positive conclusion on it. Turin, 18 November 2014 Reconta Ernst & Young S.p.A. Signed by Stefania Boschetti, partner This report has been translated into the English language solely for the convenience of international readers.

187 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result of the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. Shareholders present In person n 3 for n Shares 0,00 % of the share capital By proxy n for n Shares 59,42 % of the share capital TOTAL PRESENT n for n Shares 59,42 % of the share capital Quorum for approval n Votes in favour (Equals to 3/4 of the Shares Present) Result of the vote IN FAVOUR n Shareholders for n Shares 59,37 % of the share capital AGAINST n 5 Shareholders for Shares 0,01 % of the share capital ABSTAINED n 3 Shareholders for Shares 0,04 % of the share capital TOTAL VOTERS n Shareholders for Shares 59,42 % of the share capital NON VOTERS n 0 Shareholders for 0 Shares 0,00 % of the share capital TOTAL PRESENT n Shareholders for Shares 59,42 % of the share capital The Proposal was approved Present at the meeting Shareholders in person Proxies Total televoters distributed Total physical persons

188 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. List of voters against BALLOT SHAREHOLDER NAME PROXY NUMBER OF SHARES TOTAL WITH VOTING RIGHT 504 FEDERATED GLOBAL ALLOCATION FUND ESPOSITO MARCO FONDS DE SOLIDARITE DES TRAV.QUEBEC FTQ ESPOSITO MARCO GABELLI UTILITIES FUND ESPOSITO MARCO OBLATE INTERNATIONAL PASTORAL INVESTMENT TRUST ESPOSITO MARCO THE GABELLI GLOBAL UTILITY & INCOME TRUST ESPOSITO MARCO Overview of voters against TOTAL AGAINST of which n 5 shareholders for n Shares 0,01 % of the share capital IN PERSON n 0 shareholders for n 0 Shares 0,00 % of the share capital BY PROXY n 5 shareholders for n Shares 0,01 % of the share capital

189 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. List of abstainers BALLOT SHAREHOLDER NAME PROXY NUMBER OF SHARES TOTAL WITH VOTING RIGHT 52 CLINTON LIGHTHOUSE EQUITY STRATEGIES FUND (OFFSHORE) LP CO CLINTON ESPOSITO GROUP, MARCOINC NATIONAL PENSION SERVICE ESPOSITO MARCO NATIONAL PENSION SERVICE ESPOSITO MARCO overview of abstainers TOTAL ABSTAINERS of which n 3 shareholders for n Shares 0,04 % of the share capital IN PERSON BY PROXY n n 0 shareholders for n 0 Shares 0,00 % of the share capital 3 shareholders for n Shares 0,04 % of the share capital

190 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. List of non-voters Overview of of non-voters TOTAL NON-VOTERS of which n 0 shareholders for n 0 Shares 0,00 % of the share capital IN PERSON BY PROXY n n 0 shareholders for n 0 Shares 0,00 % of the share capital 0 shareholders for n 0 Shares 0,00 % of the share capital

191 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. List of the voters in favour BALLOT SHAREHOLDER NAME PROXY NUMBER OF SHARES TOTAL WITH VOTING RIGHT 1026 BONOLDI ALDO PARADISO ANNA REALE DAVIDE GIORGIO CDP RETI SRL HOFFMANN GIULIO FUNDS SMARTBETA EQUITY FUND ESPOSITO MARCO Voluntary Employees' Beneficiary ESPOSITO MARCO SOUTH PARTNERS LLC ESPOSITO MARCO CANADA INC. ESPOSITO MARCO A I DUPONT TESTAMENTARY TRUST ESPOSITO MARCO AA AMUNDI ISR ESPOSITO MARCO ABELIO-SR ESPOSITO MARCO ABU DHABI INVESTMENT AUTHORITY ESPOSITO MARCO ABU DHABI RETIREMENT PENSION FUND ESPOSITO MARCO ACHMEA PENSIOEN EN LEVENSVERZEKERINGEN N.V. ESPOSITO MARCO ACHMEA PENSIOEN EN LEVENSVERZEKERINGEN N.V. ESPOSITO MARCO ACHMEA VARIABLE SECURITIES HEALTH FUND ESPOSITO MARCO ACT CHIEF MINISTER, TREASURY AND ECONOMI ESPOSITO MARCO ACWI EX-US INDEX MASTER PORTFOLIO OF MASTER INVESTMENT PTF ESPOSITO MARCO ADEPT INVESTMENT MANAGEMENT PLC ESPOSITO MARCO ADVANCE INTERNATIONAL SHARE INDEX FUND ESPOSITO MARCO ADVANCED SERIES TRUST AST GOLDMAN SACHS MULTI ASSET PORTFOLIO ESPOSITO MARCO ADVISOR MANAGED TRUST - TACTICAL OFFENSI ESPOSITO MARCO AEGON CUSTODY B.V ESPOSITO MARCO AEGON CUSTODY B.V ESPOSITO MARCO AFS GLOBAL LISTED INFRASTRUCTURE FUND 1 ESPOSITO MARCO AGI FONDS ELBFLORENZ ESPOSITO MARCO AGI FRANCE ESPOSITO MARCO AIM CRISTAL FCP ESPOSITO MARCO AIR CANADA PENSION MASTER TRUSTFUND ESPOSITO MARCO AK STEEL CORPORATION MASTER PENSION TRUST ESPOSITO MARCO AKTIEN EUROPA 2 ESPOSITO MARCO ALAMEDA COUNTY EMPLOYEES' RETIREMENT ASSOCIATION ESPOSITO MARCO ALASKA COMMON TRUST FUND ESPOSITO MARCO ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO

192 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO ALLIANCEBERNST VAR PROD SER F INC.ALLIANCEB DYN ASSET ALL PTF ESPOSITO MARCO ALLIANCEBERNSTEIN BOND F - ALLIANCEBERNSTEIN REAL AS STR ESPOSITO MARCO ALLIANCEBERNSTEIN COLLECTIVE INVESTMENT TRUST SERIES ESPOSITO MARCO ALLIANCEBERNSTEIN GLOBAL RISK ALLOCATION FUND INC ESPOSITO MARCO ALLIANCEBERNSTEIN INTERNATIONAL ALL-COUNTRY PASSIVE SERIES ESPOSITO MARCO ALLIANZ GI FONDS D300 ESPOSITO MARCO ALLIANZ GI FONDS PKM DEGUSSA ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPEGMBH ALD FONDS ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS EUROPEGMBH ALD FONDS ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS FUND ESPOSITO MARCO ALLIANZ GLOBAL INVESTORS PREMIER ESPOSITO MARCO ALLIANZ STIFTUNGSFONDS NACHHALTIGKEIT ESPOSITO MARCO ALLIANZ UK & EUROPEAN INVESTMENT FUNDS - ESPOSITO MARCO ALLIANZGI BEST STYLES GLOBAL EQUITY FUND ESPOSITO MARCO ALLIANZGI FONDS AFE ESPOSITO MARCO ALLIANZGI FONDS AKTIEN EUROPA ESPOSITO MARCO ALLIANZGI FONDS ALLRA ESPOSITO MARCO ALLIANZGI FONDS BFKW ESPOSITO MARCO ALLIANZGI FONDS DBS ESPOSITO MARCO ALLIANZGI FONDS DREDOK ESPOSITO MARCO ALLIANZGI FONDS DUNHILL ESPOSITO MARCO ALLIANZGI FONDS FAM ESPOSITO MARCO ALLIANZGI FONDS HAMONUS ESPOSITO MARCO ALLIANZGI FONDS INP ESPOSITO MARCO ALLIANZGI FONDS INTER KV ESPOSITO MARCO ALLIANZGI FONDS KHP 1 ESPOSITO MARCO ALLIANZGI FONDS MAV ESPOSITO MARCO

193 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions ALLIANZGI FONDS PAK ESPOSITO MARCO ALLIANZGI FONDS PENSIONS ESPOSITO MARCO ALLIANZGI FONDS PF1 ESPOSITO MARCO ALLIANZGI FONDS PF1 ESPOSITO MARCO ALLIANZGI FONDS PF1 ESPOSITO MARCO ALLIANZGI FONDS PF2 ESPOSITO MARCO ALLIANZGI FONDS PF2 ESPOSITO MARCO ALLIANZGI FONDS PTV2 ESPOSITO MARCO ALLIANZGI FONDS PTV2 ESPOSITO MARCO ALLIANZGI FONDS PUK ESPOSITO MARCO ALLIANZGI FONDS RBB ESPOSITO MARCO ALLIANZGI FONDS STIFTUNGSFONDS WISSENSCH ESPOSITO MARCO ALLIANZGI FONDS VKS ESPOSITO MARCO ALLIANZGI H ESPOSITO MARCO ALLIANZGI H ESPOSITO MARCO ALLIANZGI SVKK ESPOSITO MARCO ALLIED WORLD ASSURANCE COMPANY HOLDINGS LTD ESPOSITO MARCO ALPS REAL ASSET INCOME FUND ESPOSITO MARCO ALPS STOXX EUROPE 600 ETF ESPOSITO MARCO AMERICAN FUNDS INSURANCE SERIES CAPITAL INCOME BUILDER ESPOSITO MARCO AMERICAN FUNDS INSURANCE SERIES GLOBAL GROWTH FUND ESPOSITO MARCO AMERICAN HEART ASSOCIATION ESPOSITO MARCO AMERICAN HEART ASSOCIATION ESPOSITO MARCO AMERICAN HONDA MOTOR CO RETIREMENT ESPOSITO MARCO AMERICAN INTERNATIONAL GROUP INC RETIREMENT PLAN ESPOSITO MARCO AMP CAPITAL SPECIALIST INTERNATIONAL SHA ESPOSITO MARCO AMP GLOBAL LISTED INFRAST INDEX FUND HED ESPOSITO MARCO AMP INT EQ IND FD HEDGED ESPOSITO MARCO AMP INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO AMUNDI ESPOSITO MARCO AMUNDI ACTIONS INTLES SMART BE ESPOSITO MARCO AMUNDI FUNDS INDEX EQUITY EURO ESPOSITO MARCO AMUNDI FUNDS INDEX EQUITY WORLD ESPOSITO MARCO AMUNDI FUNDS INDEX EUROPE ACCOUNT ESPOSITO MARCO AMUNDI SIF EUROPEAN EQUITY INDEX FUND ESPOSITO MARCO AMUNDI SIF GLOBAL ETHICAL EQUITIES ESPOSITO MARCO ANALYTIC GLOBAL LOW VOLATILITY FUND LP ESPOSITO MARCO ANCHOR SERIES TRUST GROWTH PORTFOLIO ESPOSITO MARCO AQR ABSOLUTE RETURN MASTER ACCOUNT LP ESPOSITO MARCO AQR FUNDS - AQR EQUITY MARKET NEUTRAL FUND ESPOSITO MARCO AQR FUNDS AQR TAX-MANAGED INTL MOMENTUM ESPOSITO MARCO

194 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions AQR FUNDS- AQR STYLE PREMIA ALTERNATIVE FUND ESPOSITO MARCO AQR FUNDS- AQR STYLE PREMIA ALTERNATIVE LV FUND ESPOSITO MARCO AQR GLOBAL EQUITY FUND ESPOSITO MARCO AQR GLOBAL STOCK SELECTION MASTER ACCOUNT LP ESPOSITO MARCO AQR INTERNATION EQUITY FUND II, L.P. ESPOSITO MARCO AQR INTERNATIONAL EQUITY FUND ESPOSITO MARCO AQR INTERNATIONAL MOMENTUM FUND ESPOSITO MARCO AQR MULTI-STRATEGY FUND VI, L.P. ESPOSITO MARCO AQR STYLE PREMIA MASTER ACCOUNT LP C/O OGIER FIDUCIARY SERVICES (CAYMAN) ESPOSITO LIMITED MARCO AQR UCITS FUNDS II ESPOSITO MARCO ARCALIS VINCENT FALANTIN ESPOSITO MARCO ARCHITAS MULTI-MANAGER GLOBAL FUNDS UNIT TRUST ESPOSITO MARCO AREGE 2IC ESPOSITO MARCO ARIEL GLOBAL EQUITY FUND ESPOSITO MARCO ARIEL INTERNATIONAL EQUITY FUND ESPOSITO MARCO ARIZONA PSPRS TRUST ESPOSITO MARCO ARKWRIGHT, LLC ESPOSITO MARCO ARKWRIGHT, LLC ESPOSITO MARCO ARROWSTREET MULTI STRATEGY UMBRELLA PLC ESPOSITO MARCO ARROWSTREET US GROUP TRUST ESPOSITO MARCO ARROWSTREET US GROUP TRUST ESPOSITO MARCO ASCENSION ALPHA FUND LLC ESPOSITO MARCO ASCENSION HEALTH MASTER PENSION TRUST ESPOSITO MARCO ASIAN DEVELOPMENT BANK ESPOSITO MARCO ASPIRIANT RISK MANAGED GLOBAL EQUITY FUND ESPOSITO MARCO ASR LEVENSVERZEKERING N.V. ESPOSITO MARCO ASSISTANCE PROTECTION JURIDIQUE ESPOSITO MARCO ASSOCIATION BIENF RETR POL VILLE MONTREA ESPOSITO MARCO ASSURANCES BANQUE POPULAIRE IARD ESPOSITO MARCO ASSURDIX ESPOSITO MARCO ASTON/PICTET INTERNATIONAL FUND ESPOSITO MARCO AT&T UNION WELFARE BENEFIT TRUST ESPOSITO MARCO ATOUT EUROLAND CORE + ESPOSITO MARCO ATOUT EUROPE MONDE ESPOSITO MARCO ATOUT EUROPE SMART BETA ESPOSITO MARCO AUSCOAL SUPERANNUATION FUND ESPOSITO MARCO AUSTRALIAN CATHOLIC SUPERAN RETIREM FUND ESPOSITO MARCO AVIVA INVESTORS INTERNATIONAL INDEX TRACKING FUND ESPOSITO MARCO AVIVA LIFE & PENSIONS UK LIMITED ESPOSITO MARCO AVIVA LIFE & PENSIONS UK LIMITED ESPOSITO MARCO AVIVA LIFE & PENSIONS UK LIMITED ESPOSITO MARCO

195 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions AVIVA LIFE & PENSIONS UK LIMITED ESPOSITO MARCO AVIVA LIFE AND PENSIONS UK LIMITED ESPOSITO MARCO AVSUPER FUND ESPOSITO MARCO AXA EQUITABLE LIFE INSURANCE CO ESPOSITO MARCO AXA GENERATION EQUILIBRE 2 FCPE ESPOSITO MARCO AXA IM ACWI SMARTBETA EQUITY FUND ESPOSITO MARCO AXA INVESTMENT MANAGERS ESPOSITO MARCO AXA LEBEN AG ESPOSITO MARCO AXA LEBEN AG ESPOSITO MARCO AXA VERSICHERUNGEN AG ESPOSITO MARCO AXA WORLD FUNDS ESPOSITO MARCO AXA WORLD FUNDS ESPOSITO MARCO AZL BLACKROCK GLOBAL ALLOCATIONFUND ESPOSITO MARCO AZL INTERNATIONAL INDEX FUND ESPOSITO MARCO Acorn 1998 Trust ESPOSITO MARCO Anne Ray Charitable Trust ESPOSITO MARCO BAILLIE GIFFORD DIVERSIFIED GROWTH FUND ESPOSITO MARCO BANCO CENTRAL DE TIMOR EST ESPOSITO MARCO BANCO CENTRAL DE TIMOR EST ESPOSITO MARCO BANK OF BOTSWANA ESPOSITO MARCO BANQUE DE LUXEMBOURG - TAXABLE CLIENT ACCOUNT ESPOSITO MARCO BBH LUX FOR FIDELITY FUNDS FUTURES OVERLAY POOL ESPOSITO MARCO BBVA BONO 2007 C FI ESPOSITO MARCO BEAT DRUGS FUND ASSOCIATION ESPOSITO MARCO BELL ALIANT REGIONAL COMMUNICATIONS INC ESPOSITO MARCO BELL ALIANT REGIONAL COMMUNICATIONS INC ESPOSITO MARCO BELL ATLANTIC MASTER TRUST ESPOSITO MARCO BELL ATLANTIC MASTER TRUST ESPOSITO MARCO BELLSOUTH CORPORATION RFA VEBA TRUST ESPOSITO MARCO BEST INVESTMENT CORPORATION ESPOSITO MARCO BETASHARES CUSTOM PORTFOLIO SOLUTIONS ESPOSITO MARCO BGI MSCI EAFE EQUITY INDEX NON-LENDABLE FUND B ESPOSITO MARCO BGI MSCI EMU IMI INDEX FUND B ESPOSITO MARCO BGI MSCI EUROPE EQUITY INDEX FUND B ESPOSITO MARCO BIMCOR GLOBAL DIVIDEND YIELD POOLED FUND ESPOSITO MARCO BIP BERMUDA HOLDINGS I LIMITED ESPOSITO MARCO BJC Health System ESPOSITO MARCO BJC PENSION PLAN TRUST ESPOSITO MARCO BLACKROCK AM DE FOR ISHARES EURO STOXX UCITS ETF (DE) ESPOSITO MARCO BLACKROCK AM DE FOR ISHARES STOXX EUROPE 600 UCITS ETF (DE) ESPOSITO MARCO BLACKROCK AM DE FOR ISHS EURO STOXX SELECT DIV 30 UCITS ETF DE ESPOSITO MARCO

196 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions BLACKROCK AM DE FOR ISHS STOXX EU SELECT DIV 30 UCITS ETF (DE) ESPOSITO MARCO BLACKROCK AM DE FOR ISHS STOXX EUROPE LARGE 200 UCITS ETF (DE) ESPOSITO MARCO BLACKROCK CDN ACWI ALPHA TILTS FUND ESPOSITO MARCO BLACKROCK CDN GLOBAL INFRASTRUCTURE EQUITY INDEX FUND ESPOSITO MARCO BLACKROCK CDN MSCI EAFE EQUITY INDEX FUND ESPOSITO MARCO BLACKROCK CDN MSCI EAFE INDEX PLUS FUND ESPOSITO MARCO BLACKROCK CDN WORLD INDEX FUND ESPOSITO MARCO BLACKROCK FISSION INDEXED INTL EQUITY FD ESPOSITO MARCO BLACKROCK GLOBAL ALLOC VI FUND OF BR VARIABLE SERIES F ESPOSITO MARCO BLACKROCK GLOBAL ALLOCATION FUND ESPOSITO MARCO BLACKROCK GLOBAL ALLOCATION FUND (AUST) LEVEL 18 ESPOSITO MARCO BLACKROCK GLOBAL ALLOCATION PORTFOLIO OF BR SERIES FUND ESPOSITO MARCO BLACKROCK GLOBAL FUNDS ESPOSITO MARCO BLACKROCK GLOBAL FUNDS ESPOSITO MARCO BLACKROCK GLOBAL INDEX FUNDS ESPOSITO MARCO BLACKROCK GLOBAL INDEX FUNDS ESPOSITO MARCO BLACKROCK GLOBAL LISTED INFRASTRUCTURE F ESPOSITO MARCO BLACKROCK GLOBAL MARKET INSIGHT FUND B ESPOSITO MARCO BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO BLACKROCK INDEXED ALL-COUNTRY EQUITY FUN ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO BLACKROCK INSTITUTIONAL POOLED FUND PLC ESPOSITO MARCO

197 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions BLACKROCK INTERNATIONAL ALPHA TILTS FUND ESPOSITO MARCO BLACKROCK LIFE LIMITED ESPOSITO MARCO BLACKROCK LIFE LIMITED ESPOSITO MARCO BLACKROCK LIFE LIMITED ESPOSITO MARCO BLACKROCK LIFE LIMITED ESPOSITO MARCO BLACKROCK LIFE LIMITED ESPOSITO MARCO BLACKROCK LIFE LIMITED ESPOSITO MARCO BLACKROCK LIFE LIMITED ESPOSITO MARCO BLACKROCK MSCI WORLD EQUITY ESG SCREENED INDEX FUND B ESPOSITO MARCO BLACKROCK SELECTION FUND ESPOSITO MARCO BLACKROCK UTILITY AND INFRASTRUCTURE TRUST ESPOSITO MARCO BLACKROCK WHOLESALE INDEXED INTERNATIONA ESPOSITO MARCO BNP PARIBAS B PENSION BALANCED ESPOSITO MARCO BNP PARIBAS B PENSION BALANCED ESPOSITO MARCO BNP PARIBAS B PENSION STABILITY ESPOSITO MARCO BNP PARIBAS INSTITUTIONAL I ESPOSITO MARCO BNP PARIBAS L I ESPOSITO MARCO BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO BNY MELLON TR DEP LTD ATF ST JAMES'S PL STRAT MANAG UNIT TR ESPOSITO MARCO BNY MELLON TR+DEP ATF ST. JAMES'S PLACE GLOBAL EQ UNIT TR ESPOSITO MARCO BNYMTD (UK) AS TRUSTEE OF BLACKROCK CONTINENTAL EUROPE EQUITY TRY ESPOSITO TRACKER MARCO FUND BOC PENSION INVESTMENT FUND. ESPOSITO MARCO BOMBARDIER TRUST (CANADA) REAL RETURN AS ESPOSITO MARCO BOURBON 4 ESPOSITO MARCO BPL ESPOSITO MARCO BRISTOL COUNTY RETIREMENT SYSTEM ESPOSITO MARCO BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO BROOKFIELD GLOB.LIST.REAL EST.UC.FD ESPOSITO MARCO BROOKFIELD GLOBAL LISTED INFRASTRUASTURE FUND ESPOSITO MARCO BROOKFIELD GLOBAL LISTED INFRASTRUCTURE ESPOSITO MARCO BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FD INC ESPOSITO MARCO BROWN BROTHERS HARRIMAN TRUSTEE SERVICES (IE) LTD ESPOSITO MARCO BRUNEI INVESTMENT AGENCY ESPOSITO MARCO

198 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 556 BRUNSWICK UNIT 1 QUALIFIED NUCLEAR DECOMMISSIONING FUND ESPOSITO MARCO BRUNSWICK UNIT 2 QUALIFIED NUCLEAR DECOMMISSIONING FUND ESPOSITO MARCO BT INSTITUTIONAL CORE GLOBAL SHARE SECTO ESPOSITO MARCO BT INSTITUTIONAL INTERNATIONAL SHARE INT ESPOSITO MARCO BT INSTITUTIONAL INTERNATIONAL SUSTAINABILITY SHARE FUND ESPOSITO MARCO BT INTERNATIONAL FUND ESPOSITO MARCO BT WHOLESALE CORE HEDGED GLOBAL SHARE FU ESPOSITO MARCO BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND ESPOSITO MARCO BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND ESPOSITO MARCO BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND ESPOSITO MARCO BUREAU OF LABOR FUNDS- LABOR PENSION FUND ESPOSITO MARCO Baerum Kommune ESPOSITO MARCO Blue Sky Group ESPOSITO MARCO Blue Sky Group ESPOSITO MARCO Blue Sky Group ESPOSITO MARCO CAAM ACTIONS DURABLES ESPOSITO MARCO CAISSE DE DEPOT ET PLACEMENT DU QUEBEC ESPOSITO MARCO CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO CALVERT VP EAFE INTERNATIONAL INDEX PORTFOLIO ESPOSITO MARCO CANADA PENSION PLAN INVESTMENT BOARD ESPOSITO MARCO CANADA PENSION PLAN INVESTMENT BOARD ESPOSITO MARCO CANADA POST CORPORATION PENSION PLAN ESPOSITO MARCO CANADA POST CORPORATION PENSION PLAN ESPOSITO MARCO CAPITAL INCOME BUILDER INC ESPOSITO MARCO CAPITAL INTERNATIONAL-GLOBAL EQUITY ESPOSITO MARCO CARBP DIVERSIFIE ESPOSITO MARCO CARDIF VITA SPA ESPOSITO MARCO CARL SPAENGLER KAG M.B.H. FOR SPAENGLER IQAM EQUITY EUROPE ESPOSITO MARCO CATERPILLAR GROUP INSURANCE TRUST ESPOSITO MARCO CATERPILLAR INC INVEST TRUST ESPOSITO MARCO CATERPILLAR INC MASTER RETIRE TRUST ESPOSITO MARCO CBP GROWTH ESPOSITO MARCO

199 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions CBRE CLARION GLOBAL INFRASTRUCTURE VALUE FUND ESPOSITO MARCO CBRE Clarion Global Listed Infastructure ESPOSITO MARCO CELANESE AMERICAS RETIREMENT PENSION PLAN ESPOSITO MARCO CENTRAL PENSION F OF INT UNION OF OPERAT & PART EMPL ESPOSITO MARCO CENTRAL PENSION F OF INT UNION OF OPERAT & PART EMPL ESPOSITO MARCO CENTRAL PROVIDENT FUND BOARD ESPOSITO MARCO CENTRAL PROVIDENT FUND BOARD ESPOSITO MARCO CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS PENSION FUND ESPOSITO MARCO CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS PENSION FUND ESPOSITO MARCO CF INTERNATIONAL STOCK INDEX FUND ONE ESPOSITO MARCO CGE INVESTMENTS (NO. 2) S.A.R.L. ESPOSITO MARCO CHESHIRE PENSION FUND ESPOSITO MARCO CHRISTIAN SUPER ESPOSITO MARCO CHURCH COMMISSIONERS FOR ENGLAND ESPOSITO MARCO CHURCH OF ENGLAND INV FD FOR PENSION ESPOSITO MARCO CIBC EUROPEAN INDEX FUND. ESPOSITO MARCO CIBC INTERNATIONAL INDEX FUND ESPOSITO MARCO CIBC POOLED INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO CINDY SPRINGS, LLC ESPOSITO MARCO CITIBANK INTERNATIONAL PLC AS TRUSTEE FOR VIRGIN CLIMATE CHANGE ESPOSITO MARCO CITIGROUP PENSION PLAN ESPOSITO MARCO CITY OF AUSTIN EMPLOYEES RETIR SYSTE ESPOSITO MARCO CITY OF EDMONTON EQUITY UNIT TRUST ESPOSITO MARCO CITY OF LOS ANGELES FIRE POLICE PLAN ESPOSITO MARCO CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO CITY OF PHILADELPHIA PUBLIC RETIREMENT ESPOSITO MARCO CLEARVIEW INFRASTRUCTURE FUND ESPOSITO MARCO CMD AGIRC IXIS D ESPOSITO MARCO CNP ASSUR PIERRE ESPOSITO MARCO CNP ASSUR VALEURS ESPOSITO MARCO COHEN & STEERS GLOBAL INFRASTRUCTURE FUND, INC ESPOSITO MARCO COHEN + STEERS INFRASTRUCTURE FUND, INC. ESPOSITO MARCO COLLEGE RETIREMENT EQUITIES FUND ESPOSITO MARCO COLLEGE RETIREMENT EQUITIES FUND ESPOSITO MARCO

200 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 934 COLLEGE RETIREMENT EQUITIES FUND ESPOSITO MARCO COLLEGES OF APPLIED ARTS AND TECHNOLOGY PENSION P ESPOSITO MARCO COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO COLONIAL FIRST STATE WHOLESALE GLOBAL LI ESPOSITO MARCO COLORADO PUBLIC EMPLOYEES RETIREMENT ESPOSITO MARCO COLUMBIA GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO COMMON TRUST ITALY FUND ESPOSITO MARCO COMMONFUND INTERNATIONAL FOCUS FUND I, LLC ESPOSITO MARCO COMMONFUND STRATEGIC SOLUTIONS GLOBAL EQUITY, LLC ESPOSITO MARCO COMMONWEALTH BANK GROUP SUPER PTY LTD ESPOSITO MARCO COMMONWEALTH GLOBAL LISTED INFRASTRUCTUR ESPOSITO MARCO COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIREMENTENT ESPOSITO SYSTEM MARCO COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES RETIREMENT SYSTEM. ESPOSITO MARCO COMMONWEALTH SUPERANNUATION CORP. ARIA ESPOSITO MARCO COMPASS AGE LLC ESPOSITO MARCO COMPASS AGE LLC ESPOSITO MARCO COMPASS EMP DEVELOPED 500 ENHANCED VOLATILITY WEIGHTED INDEXETFESPOSITO MARCO COMPASS EMP INTERNATIONAL 500 ENHANCED VOLATILITY WEIGHTED FUNDESPOSITO MARCO COMPASS EMP INTERNATIONAL 500 VOLATILITY WEIGHTED FUND ESPOSITO MARCO COMPASS EMP MARKET NEUTRAL INCOME FUND ESPOSITO MARCO COMPASS OFFSHORE SAV II LLC INTECH CORPORATION SERVICE COMPANY ESPOSITO MARCO COMPASS OFFSHORE SAV II PCC LIMITED CORPORATION SERVICE COMPANYESPOSITO MARCO CONCORDE 96 ESPOSITO MARCO CONGREGATION OF DOMINICAN SISTERS ESPOSITO MARCO CONNECTICUT GENERAL LIFE INSURANCE COMPANY ESPOSITO MARCO CONNECTICUT GENERAL LIFE INSURANCE COMPANY ESPOSITO MARCO CONOCOPHILLIPS PENSION PLAN ESPOSITO MARCO CONSOLIDATED EDISON RETIREMENT PLAN ESPOSITO MARCO CONSTRUCTION AND BUILDING UNIONS SUPERAN ESPOSITO MARCO CONSTRUCTION AND BUILDING UNIONS SUPERAN ESPOSITO MARCO COOPER US INC.MASTER TRUST FOR DEFINED BENEFIT PLANS ESPOSITO MARCO COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF COOK COUNTY ESPOSITO MARCO COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF COOK COUNTY ESPOSITO MARCO

201 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions COVEA FINANCE ESPOSITO MARCO COVEA FINANCE ESPOSITO MARCO COVEA FINANCE ACTIPERFORMANCE ESPOSITO MARCO CPR AM ESPOSITO MARCO CPR AM GEORGINA ALVES ESPOSITO MARCO CPR EURO HIGH DIVIDEND ESPOSITO MARCO CPR EUROLAND ESPOSITO MARCO CROISSANCE DIVERSIFIE ESPOSITO MARCO CROISSANCE DIVERSIFIEE ESPOSITO MARCO CUMBRIA LOCAL GOVERNMENT PENSION SCHEME ESPOSITO MARCO CURIAN/WMC INTERNATIONAL EQUITY FUND ESPOSITO MARCO Common Daily Eafe Index FUND ESPOSITO MARCO Commonwealth Global Share Fund 29 ESPOSITO MARCO DAIWA SEC SER BNK(EU)PLC FOR AN GLOB LOW ESPOSITO MARCO DB X TRACKERS MSCI EUROPE EQUITY ESPOSITO MARCO DB X-TRACKERS REGULATED UTILITIES INDEX FUND ESPOSITO MARCO DBI FONDS EBB ESPOSITO MARCO DBX TRACKERS MSCI EAFE ESPOSITO MARCO DEAM-FONDS DCG ESPOSITO MARCO DEAWM FOR OPPENHEIM DYNAMIC EUROPE BALANCE ESPOSITO MARCO DEAWM INV GMBH FOR DEUTSCHE QUANT EQUITY EUROPE ESPOSITO MARCO DEAWM INV GMBH FOR DEUTSCHE QUANT EQUITY LOW VOLATILITY EUROPE ESPOSITO MARCO DEKA MASTER HAEK I ESPOSITO MARCO DELTA LLOYD INST. WERELD FONDS ESPOSITO MARCO DELTA LLOYD INVESTMENT FUND ESPOSITO MARCO DELTA MASTER TRUST ESPOSITO MARCO DEPARTMENT OF STATE LANDS ESPOSITO MARCO DESJARDINS GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM CAP PROTECT AKTIEN ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS AKTIEN-BM-F I ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS BBR 1 ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS ENPT ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS FES ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS GSK 1 ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS KDF 3 ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS PG EQ ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS PPC EQ ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS PPC GEQ ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR GCB PENSION FUND GERMANY ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR GCB PENSION FUND GERMANY ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR OP STRATEGIEPORTFOLIO IV ESPOSITO MARCO

202 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 858 DEUT ASS & WEALTH MNGM INV GMBH FOR OPPENHEIM GLOBAL STRATEGIE ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR OPPENHEIM GLOBAL-INVEST ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR SOP EUROLANDWERTE ESPOSITO MARCO DEUT ASS & WEALTH MNGM INV GMBH FOR STIFTUNGSFONDS SVC 1 ESPOSITO MARCO DEUTSCHE ASSET AND WEALTH MNGM INV GMBH FOR OP-FONDS WFF ESPOSITO MARCO DEUTSCHE ASSET AND WELTH MANG INV. GMBH FOR DEAM-FONDS CP ESPOSITO MARCO DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF ESPOSITO MARCO DEVELOPED EX-FOSSIL FUEL INDEX FUND B ESPOSITO MARCO DFI LP EQUITY (PASSIVE) ESPOSITO MARCO DIOCESE OF VENICE PENSION PLANAND TRUST ESPOSITO MARCO DIVERSIFIED INFLATION STRATEGIES LP ESPOSITO MARCO DIVERSIFIED MARKETS (2010) POOLED FUND TRUST ESPOSITO MARCO DIVERSIFIED REAL ASSET CIT ESPOSITO MARCO DIVERSIFIED REAL ASSET INCOME FUND ESPOSITO MARCO DORSET COUNTY COUNCIL PENSION FUND ESPOSITO MARCO DOW JONES SUSTAINABILITY WORLD INDEX NON-LENDING COMMON TR F ESPOSITO MARCO DREYFUS INDEX FUNDS INC DREYFUS INTERNATIONAL STC ESPOSITO MARCO DREYFUS OPPORTUNITY FUNDS - DREYFUS STRATEGIC BETA GLOBAL EQUITYESPOSITO MARCO DT INTERNATIONAL STOCK INDEX FUND ONE ESPOSITO MARCO DUNHAM INTERNATIONAL STOCK FUND ESPOSITO MARCO DUPONT PENSION TRUST ESPOSITO MARCO DWS EAFE EQUITY INDEX FUND ESPOSITO MARCO Dow retirement group trust ESPOSITO MARCO Dynasty Invest, Ltd ESPOSITO MARCO EAFE EQUITY FUND. ESPOSITO MARCO EAFE EQUITY INDEX FUND ESPOSITO MARCO EASYETF NMX30 INFRASTRUCTURE GLOBAL FCP ESPOSITO MARCO ECOFIN WATER AND POWER OPPORTUNITIES PLC CO BNP PARIBAS SECURITIES ESPOSITO SERVICES MARCO ECUREUIL ENERGIE ESPOSITO MARCO EDMOND DE ROTHSCHILD AM ESPOSITO MARCO EDR FUND EUROPE VALUE ESPOSITO MARCO ELECTRON GLOBAL MASTER FUND LP CO ELECTRON CAPITAL PARTNERS LLCESPOSITO MARCO EMPLOYEES RET FUND - CITY OF DALLAS ESPOSITO MARCO EMPLOYEES RETIREMENT SYSTEM OF TEXAS ESPOSITO MARCO ENERGY INSURANCE MUTUAL LIMITED ESPOSITO MARCO ENHANCED INDEX INTERNATIONAL SHARE FUND ESPOSITO MARCO ENHANCED INDEX INTERNATIONAL SHARE FUND ESPOSITO MARCO ENHANCED INDEX INTERNATIONAL SHARE FUND ESPOSITO MARCO ENTERGY CORP.RETIREMENT PLANS MASTER TR. ESPOSITO MARCO ENVIRONMENT AGENCY ACTIVE FUND ESPOSITO MARCO EQ ADVISORS TRUST - ATM INTERNATIONAL PORTFOLIO ESPOSITO MARCO

203 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions EQ ADVISORS TRUST - ATM INTERNATIONAL PORTFOLIO ESPOSITO MARCO EQ ADVISORS TRUST - EQ/GLOBAL MULTI-SECT ESPOSITO MARCO EQ ADVISORS TRUST - EQ/INTERNATIONAL COR ESPOSITO MARCO EQ ADVISORS TRUST - EQ/INTERNATIONAL GRO ESPOSITO MARCO EQ ADVISORS TRUST ALLIANCEBERNSTEIN INTL ESPOSITO MARCO EQ ADVISORS TRUST- EQ/TEMPLETON GLOBAL E ESPOSITO MARCO EQ ADVISORS TRUST-AXA TACTICAL MANAGER I ESPOSITO MARCO ESB GENERAL EMPLOYEES SUPERANNUATION SCHEME ESPOSITO MARCO ETHOS SERVICES S.A. ESPOSITO MARCO ETOILE GESTION ESPOSITO MARCO ETOILE GESTION ESPOSITO MARCO EURO EX-UK ALPHA TITLS FUND B ESPOSITO MARCO EUROPACIFIC GROWTH FUND ESPOSITO MARCO EUROPEEX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B ESPOSITO MARCO EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS ESPOSITO MARCO EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS ESPOSITO MARCO EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS ESPOSITO MARCO EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS ESPOSITO MARCO EXPRESS SCRIPTS, INC. 401 (K) PLAN ESPOSITO MARCO Energy Investment Fund ESPOSITO MARCO Exelon Corporation Nuclear Decommission ESPOSITO MARCO Exelon Peach Bottom Unit 1 Qual. Fund ESPOSITO MARCO F.M.KIRBY TRUST DATED 1/3/75 FBO FRED M. KIRBY III ESPOSITO MARCO FAMANDSFOREPENSAM INVEST PSI 31 EUROPA A ESPOSITO MARCO FAMILY INVESTMENTS CHILD TRUST FUND ESPOSITO MARCO FAMILY INVESTMENTS GLOBAL ICVC FAMILY BALANCED INT FUND ESPOSITO MARCO FC CARPIMKO ESPOSITO MARCO FCP ABP PERP ESPOSITO MARCO FCP AIR FRANCE IFC ESPOSITO MARCO FCP AMUNDI ACTIONS INTERNATIONALES ESPOSITO MARCO FCP AMUNDI ACTIONS INTERNATIONALES ESPOSITO MARCO FCP AMUNDI HORIZON ESPOSITO MARCO FCP AMUNDI HORIZON ESPOSITO MARCO FCP ARRCO LONG TERME C ESPOSITO MARCO FCP AXIVA ACTION 1 ESPOSITO MARCO FCP BNP ACTION EUROPE ESPOSITO MARCO FCP BNP PARIBAS ACTIONS EUROLAND ESPOSITO MARCO FCP BOURBON 3 ESPOSITO MARCO FCP CALCIUM QUANT ESPOSITO MARCO FCP CAMGEST.SIT.SPECIAL. ESPOSITO MARCO FCP CARPIMKO EUROPE ESPOSITO MARCO

204 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions FCP CNP ACTIONS EM ESPOSITO MARCO FCP ECUREUIL PROFIL 90 ESPOSITO MARCO FCP EDMOND DE ROTHSCHILD EURO SRI ESPOSITO MARCO FCP EDMOND DE ROTHSCHILD EUROPEFLEXIBLE ESPOSITO MARCO FCP EDMOND DE ROTHSCHILD EUROPEVALUE & YELD ESPOSITO MARCO FCP ERISA DIVERSIFIE 2 ESPOSITO MARCO FCP EXPERT DIVERSIFIE ESPOSITO MARCO FCP GERISO ESPOSITO MARCO FCP HSBC ACTIONS MONDE ESPOSITO MARCO FCP ICARE ESPOSITO MARCO FCP LBPAM ACTIONS EUROPE ESPOSITO MARCO FCP LBPAM VOIE LACTEE 2 ESPOSITO MARCO FCP RL PREVOYANCE ESPOSITO MARCO FCP RSI EURO P ESPOSITO MARCO FCP RSRC DIVERSIFIE ESPOSITO MARCO FCP SAKKARAH 7 ESPOSITO MARCO FCP TONI ACTIONS 100 ESPOSITO MARCO FCP TUTELAIRE ACTIONS ESPOSITO MARCO FCP TUTELAIRE ACTIONS ETHIQUES ESPOSITO MARCO FCP VIVACCIO ACTIONS ESPOSITO MARCO FCPE AMUNDI LABEL DYNAMIQUE ESPOSITO MARCO FCPE AMUNDI LABEL EQUILIBRE ESPOSITO MARCO FCPE AMUNDI LABEL PRUDENCE ESPOSITO MARCO FCPE AMUNDI RESA ESG ACTIONS EURO ESPOSITO MARCO FCPE AXA GENERATION EUROPE ACTIONS ESPOSITO MARCO FCPE NATIXIS ES ACTIONS EURO ESPOSITO MARCO FDC A2 ESPOSITO MARCO FEDERATED CITY EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO FEDEX CORPORATION EMPLOYEES PENSION TRUST ESPOSITO MARCO FEDEX CORPORATION EMPLOYEES PENSION TRUST ESPOSITO MARCO FIDELIA ASSISTANCE ESPOSITO MARCO FIDELITY COMMONWEALTH TRUST II FIDELITY INTERNATIONAL ENHANCED I ESPOSITO MARCO FIDELITY CONCORD STREET TRUST SPARTAN INTERNATIONAL INDEX FUND ESPOSITO MARCO FIDELITY FUNDS SICAV ESPOSITO MARCO FIDELITY INSTITUTIONAL PAN EUROPEAN FUND ESPOSITO MARCO FIDELITY INVESTMENT FUNDS - FIDELIT ESPOSITO MARCO FIDELITY INVESTMENT FUNDS - FIDELITY MONEYBUILDER WORLD INDEX FUNDESPOSITO MARCO FIDELITY SPARTAN GLOBAL EX US INDEX FUND ESPOSITO MARCO FIL GENESIS LIMITED ESPOSITO MARCO FIRE AND POLICE PENSION ASSOCIATION OF COLOR ESPOSITO MARCO FIRST STATE GLOBAL OPPORTUNITIES FUND ESPOSITO MARCO

205 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 618 FIRST STATE INV ICVC-FIRST STATE GLOB LISTED INFRASTRUCTURE F ESPOSITO MARCO FIRST STATE INVESTMENTS GLOBAL LISTED IN ESPOSITO MARCO FLEXSHARES INTERNATIONAL QUALITY DIVIDEND DEFENSIVE INDEX FUND ESPOSITO MARCO FLEXSHARES MORNINGSTAR DEVELOPED MARKETS EX-US FACTOR TILT INDEX ESPOSITO FUND MARCO FLEXSHARES STOXX GLOBAL BROAD INFRASTRUC ESPOSITO MARCO FLORIDA GLOBAL EQUITY FUND LLC ESPOSITO MARCO FLORIDA POWER CORPORATION NUCLEAR DECOMMISSIONING TRUST ESPOSITO MARCO FLORIDA RETIREMENT SYSTEM. ESPOSITO MARCO FLORIDA RETIREMENT SYSTEM. ESPOSITO MARCO FLORIDA RETIREMENT SYSTEM. ESPOSITO MARCO FLORIDA RETIREMENT SYSTEM. ESPOSITO MARCO FLORIDA, LLC - APERIO ESPOSITO MARCO FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO FM KIRBY DTD TRUST 1/3/75 FBO JEFFERSON W KIRBY ESPOSITO MARCO FM KIRBY TRUST DTD 1/3/75 FBO S DILLARD KIRBY ESPOSITO MARCO FONDACO ROMA EURO BALANCED CORE ESPOSITO MARCO FONDATION J.A. BOMBARDIER ESPOSITO MARCO FONDS RESERVE RETRAITES ESPOSITO MARCO FONDS RESERVE RETRAITES ESPOSITO MARCO FONDS RESERVE RETRAITES ESPOSITO MARCO FONDS RESERVE RETRAITES ESPOSITO MARCO FONDS RESERVE RETRAITES ESPOSITO MARCO FORD MOTOR COMPANY DEFINED BENEFIT ESPOSITO MARCO FORD MOTOR COMPANY DEFINED BENEFIT ESPOSITO MARCO FRANCISCAN ALLIANCE, INC. ESPOSITO MARCO FRANKLIN TEMPLETON INVESTMENT FUNDS ESPOSITO MARCO FRANKLIN TEMPLETON INVESTMENT FUNDS ESPOSITO MARCO FRANKLIN TEMPLETON INVESTMENT FUNDS ESPOSITO MARCO FRONTEGRA MGF CORE INFRASTRUCTURE FUND ESPOSITO MARCO FRONTIERS INTERNATIONAL EQUITYPOOL ESPOSITO MARCO FRR ESPOSITO MARCO FRR ESPOSITO MARCO FSS TRUSTEE CORPORATION ESPOSITO MARCO FSS TRUSTEE CORPORATION ESPOSITO MARCO FSS TRUSTEE CORPORATION ESPOSITO MARCO

206 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 83 FT DJ STOXX EUROPEAN SELECT DIVIDEND INDEX FUND ESPOSITO MARCO FTSE ALL WORLD INDEX FUND ESPOSITO MARCO FUNDACAO CALOUSTE GULBENKIAN ESPOSITO MARCO FUNDACAO CALOUSTE GULBENKIAN ESPOSITO MARCO FUTURE FUND INVESTMENT COMPANY NO.2 PTY ESPOSITO MARCO Fidelity SALEM STREET TRUST ESPOSITO MARCO Ford Motor Company of Canada ESPOSITO MARCO Fundo de Pensoes ESPOSITO MARCO GA FUND B ESPOSITO MARCO GA FUND B ESPOSITO MARCO GA FUND B ESPOSITO MARCO GAMMA EMIRATES INVESTMENT L.L.C. EM ESPOSITO MARCO GARANT DYNAMIC ESPOSITO MARCO GATEWAY INTERNATIONAL FUND ESPOSITO MARCO GE INVESTMENTS FUNDS, INC. - TOTAL RETURN FUND ESPOSITO MARCO GENERAL CONFERENCE CORPORATION OF SEVENTH DAY ADVENTISTS ESPOSITO MARCO GENERAL ELECTRIC PENSION TRUST ESPOSITO MARCO GENERAL ELECTRIC PENSION TRUST ESPOSITO MARCO GENERAL ELECTRIC PENSION TRUST ESPOSITO MARCO GENERAL MOTORS HOURLY-RATE EMPLOYEES PENSION TRUST ESPOSITO MARCO GENERAL PENSION AND SOCIAL SECURITY ESPOSITO MARCO GEORGES R. HAIRK PARAMETRIC PORFOLIO ASSOCIATES ESPOSITO MARCO GEUT PAN EUROPEAN EQUITY INDEX FUND ESPOSITO MARCO GFS MAP TRUST-GFS MAP TRUST ELECTRON GLOBAL FUND ESPOSITO MARCO GLG INVESTMENTS PLC 70 ESPOSITO MARCO GLOBAL EX US ALPHA TILTS FUND B ESPOSITO MARCO GLOBAL MANAGED VOLATILITY FUND ESPOSITO MARCO GLOBEFLEX INTERNATIONAL ALL-CAP COMMINGLED T ESPOSITO MARCO GMAM GROUP PENSION TRUST II ESPOSITO MARCO GMF ASSURANCES ESPOSITO MARCO GMF VIE ESPOSITO MARCO GMO Alpha Only Fund ESPOSITO MARCO GMO DEVELOPED WORLD STOCK FUND ESPOSITO MARCO GMO FUNDS PLC ESPOSITO MARCO GMO FUNDS PLC ESPOSITO MARCO GMO GLOBAL EQUITY TRUST ESPOSITO MARCO GMO INTERNATIONAL EQUITY FUND ESPOSITO MARCO GMO INTERNATIONAL LARGE/MID CAP EQUITY F ESPOSITO MARCO GMO WORLD EQUITYALLOCATION INVESTMENT FU ESPOSITO MARCO GOLDMAN SACHS FUNDS ESPOSITO MARCO GOLDMAN SACHS FUNDS ESPOSITO MARCO

207 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions GOLDMAN SACHS TRUST - GOLDMAN SACHS INTE ESPOSITO MARCO GOV OF HM THE SULTAN AND YANG DI-PERTUAN OF BRUNEI DARUSSALAM ESPOSITO MARCO GOVERNMENT EMPLOYEES PENSION FUND ESPOSITO MARCO GOVERNMENT OF NORWAY ESPOSITO MARCO GOVERNMENT OF THE PROVINCE OF ALBERTA ESPOSITO MARCO GOVERNMENT PENSION FUND ESPOSITO MARCO GRD 10 ESPOSITO MARCO GRD20 ESPOSITO MARCO GS TACS MARKET CONTINUOUS (INTL) LLC ESPOSITO MARCO GUGGENHEIM VARIABLE FUNDS TRUST SERIES D (WORLD EQUITY INCOME SERIES) ESPOSITO MARCO Gard Common Contractual Fund ESPOSITO MARCO George Lucas Family Foundation ESPOSITO MARCO George Lucas Family Foundation ESPOSITO MARCO H.E.S.T. AUSTRALIA LIMITED ESPOSITO MARCO HALIFAX REGIONAL MUNICIPAL MASTER TRUST ESPOSITO MARCO HALIFAX REGIONAL MUNICIPAL MASTER TRUST ESPOSITO MARCO HALIFAX REGIONAL MUNICIPAL MASTER TRUST ESPOSITO MARCO HARRIS UNIT 1 QUALIFIED NUCLEAR DECOMMISSIONING FUND ESPOSITO MARCO HARTFORD INTERNATIONAL GLOBAL EQUITY (EX-JP) INDEX F ESPOSITO MARCO HARTFORD INTERNATIONAL OPPORTUNITIES HLS ESPOSITO MARCO HARTFORD LIFE INSURANCE COMPANY ESPOSITO MARCO HARTFORD LIFE INSURANCE COMPANY ESPOSITO MARCO HARTFORD MULTI-ASSET INCOME FUND ESPOSITO MARCO HBOS INTERNATIONAL INV FUNDS ICVC- EUROPEAN FUND ESPOSITO MARCO HC CAPITAL TRUST- THE INSTITUTIONAL INTERNATIONAL EQUITY PTF ESPOSITO MARCO HENDERSON STRATEGIC INVESTMENT FUNDS ESPOSITO MARCO HIRTLE CALLAGHAN TRUST INTERNATIONAL EQUITY PORTFOLIO ESPOSITO MARCO HK SAR GOVERNMENT EXCHANGE F ESPOSITO MARCO HONEYWELL INTERN MASTER RETIREMENT TRUST ESPOSITO MARCO HONEYWELL INTERN MASTER RETIREMENT TRUST ESPOSITO MARCO HONEYWELL INTERN MASTER RETIREMENT TRUST ESPOSITO MARCO HONG KONG SAR GOVERN.EXCHANGE F. ESPOSITO MARCO HONG KONG SPECIAL ADMINISTRATIVE REGION GOVERNMENT-EXCHANGE F ESPOSITO MARCO HOSPITAL AUTHORITY PROVIDENT FUND S. ESPOSITO MARCO HOUR-GLASS INDEXED INT SHARES SEC TRUST ESPOSITO MARCO HP INVEST COMMON CONTRACTUAL FUND ESPOSITO MARCO HP Invest Common Contractual Fund ESPOSITO MARCO HP Invest Common Contractual Fund ESPOSITO MARCO HRW TRUST NO 4 UAD 01/17/03 ESPOSITO MARCO HRW TRUST NO 4 UAD 01/17/03 ESPOSITO MARCO HRW Testamentary Trust No 1 ESPOSITO MARCO

208 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions HRW Testamentary Trust No 2 ESPOSITO MARCO HRW Testamentary Trust No 3 ESPOSITO MARCO HRW Testamentary Trust No 4 ESPOSITO MARCO HRW Testamentary Trust No 5 ESPOSITO MARCO HRW Testamentary Trust No 6 ESPOSITO MARCO HRW Testamentary Trust No. 10 ESPOSITO MARCO HRW Testamentary Trust No. 11 ESPOSITO MARCO HRW Testamentary Trust No. 12 ESPOSITO MARCO HRW Testamentary Trust No. 7 ESPOSITO MARCO HRW Testamentary Trust No. 8 ESPOSITO MARCO HRW Testamentary Trust No. 8 ESPOSITO MARCO HRW Testamentary Trust No. 9 ESPOSITO MARCO HRW Trust No 1 UAD 01/17/03 ESPOSITO MARCO HRW Trust No 2 UAD 01/17/03 ESPOSITO MARCO HRW Trust No 3 UAD 01/17/03 ESPOSITO MARCO HRW Trust No 3 UAD 01/17/03 ESPOSITO MARCO HSBC AM VALEURS HAUT DIVIDENDE (C) ESPOSITO MARCO HSBC AS TRUSTEE FOR SSGA EUROPE EX UK EQUITY TRACKER FUND ESPOSITO MARCO HSBC BANK (CAYMAN) LIMITED ESPOSITO MARCO HSBC BANK (UK) PENSION SCHEME ESPOSITO MARCO HSBC BANK PLC a/c HSBC ET ESPOSITO MARCO HSBC ETFS PUBLIC LTD C HSBC ESI WORLDW ESPOSITO MARCO HSBC ETFS PUBLIC LTD C HSBC WORLDWIDE ESPOSITO MARCO HSBC EUROPEAN INDEX FUND ESPOSITO MARCO HSBC INTL EQUITY POOLED FUND ESPOSITO MARCO HSBC LIFE (UK) LIMITED ESPOSITO MARCO HUBBELL INC MASTER PENS TRUST ESPOSITO MARCO HYDRO ONE PENSION PLAN. ESPOSITO MARCO HYMNOS L113 ESPOSITO MARCO Helsingfors Investments ESPOSITO MARCO I CROISSANCE ESPOSITO MARCO IAG ASSET MANAGEMENT WORLD EQUITY TRUST ESPOSITO MARCO IAM NATIONAL PENSION FUND ESPOSITO MARCO IAM NATIONAL PENSION FUND ESPOSITO MARCO IAM NATIONAL PENSION FUND ESPOSITO MARCO IBM 401K PLUS PLAN ESPOSITO MARCO IBM DIVERSIFIED GLOBAL EQUITY FUND ESPOSITO MARCO IBM FRANCE ESPOSITO MARCO IBM PENSION PLAN ESPOSITO MARCO IBM PERSONAL PENSION PLAN TRUST ESPOSITO MARCO IBM PERSONAL PENSION PLAN TRUST ESPOSITO MARCO

209 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions IBM PERSONAL PENSION PLAN TRUST ESPOSITO MARCO IBM RETIREMENT PLAN ESPOSITO MARCO IDEAM SOLIDARITES ESPOSITO MARCO ILLINOIS MUNICIPAL RETIREMENT FUND ESPOSITO MARCO ILLINOIS MUNICIPAL RETIREMENT FUND ESPOSITO MARCO ILLINOIS STATE BOARD OF INVESTMENT ESPOSITO MARCO ILLINOIS STATE BOARD OF INVESTMENT ESPOSITO MARCO IMPERIAL INTERNATIONAL EQUITY POOL ESPOSITO MARCO IMPERIAL OVERSEAS EQUITY POOL ESPOSITO MARCO INDIANA PUBLIC EMPLOYEES RETIREMENT FUND ESPOSITO MARCO INDIANA PUBLIC RETIREMENT SYSTEM ESPOSITO MARCO ING DIRECT ESPOSITO MARCO ING DIRECT STREETWISE BALANCED GROWTH PORTFOLIO ESPOSITO MARCO ING DIRECT STREETWISE BALANCED INCOME PORTFOLIO ESPOSITO MARCO ING DIRECT STREETWISE BALANCED PORTFOLIO ESPOSITO MARCO ING DIRECT STREETWISE EQUITY GROWTH PORTFOLIO ESPOSITO MARCO ING FUNDS SERVICES, LLC ESPOSITO MARCO INT.MONETARY FUND STAFF RET.PLAN ESPOSITO MARCO INT.MONETARY FUND STAFF RET.PLAN ESPOSITO MARCO INTECH GLOBAL ALL COUNTRY ENHANCED INDEX FUND LLC ESPOSITO MARCO INTECH GLOBAL DIVIDEND FUND ESPOSITO MARCO INTECH INTERNATIONAL EQUITY FUND LLC ESPOSITO MARCO INTEL CORPORATION RETIREE MEDICAL PLAN TRUST ESPOSITO MARCO INTERNATIONAL ALPHA TILTS FUND B ESPOSITO MARCO INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO INTERNATIONAL EQUITY INDEX PLUS FUNDS B ESPOSITO MARCO INTERNATIONAL EQUITY PARTNERS ESPOSITO MARCO INTERNATIONAL EXPATRIATE BENEFIT MASTER TRUST ESPOSITO MARCO INTERNATIONAL MONETARY FUND ESPOSITO MARCO INTERNATIONAL MONETARY FUND ESPOSITO MARCO INTERNATIONAL MULTI-ASSET DIVERSIFIED IN ESPOSITO MARCO INTERNATIONAL TILTS MASTER PORTFOLIO OF MASTER INVESTMENT PTF ESPOSITO MARCO INVESCO GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO INVESCO MACRO INTERNATIONAL EQUITY FUND ESPOSITO MARCO INVESCO MACRO LONG/SHORT FUND ESPOSITO MARCO INVESTIN PRO F.M.B.A. ESPOSITO MARCO INVESTIN PRO F.M.B.A., GLOBAL EQUITIES I ESPOSITO MARCO

210 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions INVESTORS GLOBAL DIVIDEND FUND. ESPOSITO MARCO IOWA PUBLIC EMPLOYEES' RETIREMENT SYSTEM ESPOSITO MARCO IPAC SPEC INV STR INT SHARE STR no 9 ESPOSITO MARCO IPAC SPEC INV STR INT SHARE STR no 9 ESPOSITO MARCO IPAC SPECIALIST INVESTMENT STRATEGIES LISTED GLOBAL INFRASTRUCTURESPOSITO MARCO IRISH LIFE ASSURANCE. ESPOSITO MARCO ISHARES CORE MSCI EAFE ETF ESPOSITO MARCO ISHARES CORE MSCI EAFE IMI INDEX ETF ESPOSITO MARCO ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF ESPOSITO MARCO ISHARES EUROPE ETF ESPOSITO MARCO ISHARES GLOBAL MONTHLY ADVANTAGED DIVIDEND INDEX FUND ESPOSITO MARCO ISHARES GLOBAL UTILITIES ETF ESPOSITO MARCO ISHARES I INV MIT TEIL. ISHS STOXX GLOB SEL.DVD. 100 UCITS ETF ESPOSITO MARCO ISHARES I INV MIT TGV F ISHS ST EUROPE 600 UTILITIES UCITS ETF ESPOSITO MARCO ISHARES II PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES II PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES II PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES II PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES III PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES III PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES INTERNATIONAL FUNDAMENTAL INDEX FUND ESPOSITO MARCO ISHARES INTERNATIONAL SELECT DIVIDEND ETF ESPOSITO MARCO ISHARES IV PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES MSCI ACWI ETF ESPOSITO MARCO ISHARES MSCI ACWI EX US ETF ESPOSITO MARCO ISHARES MSCI EAFE ETF ESPOSITO MARCO ISHARES MSCI EAFE MINIMUM VOLATILITY INDEX FUND ESPOSITO MARCO ISHARES MSCI EAFE VALUE ETF ESPOSITO MARCO ISHARES MSCI EMU ETF ESPOSITO MARCO ISHARES MSCI EUROPE IMI ETF ESPOSITO MARCO ISHARES MSCI EUROPE IMI INDEX ETF ESPOSITO MARCO ISHARES MSCI EUROPE MINIMUM VOLATILITY ETF ESPOSITO MARCO ISHARES MSCI ITALY CAPPED ETF ESPOSITO MARCO ISHARES MSCI KOKUSAI ETF ESPOSITO MARCO ISHARES MSCI WORLD ETF ESPOSITO MARCO ISHARES PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES V PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES V PUBLIC LIMITED COMPANY ESPOSITO MARCO

211 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 995 ISHARES V PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES VI PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES VI PUBLIC LIMITED COMPANY ESPOSITO MARCO ISHARES VII PLC ESPOSITO MARCO ISHARES VII PLC ESPOSITO MARCO IXIS EURO ACTIONS ESPOSITO MARCO IXIS FLAMME ESPOSITO MARCO J.P.MORGAN SPECIALIST INVESTMENT FUND ESPOSITO MARCO JANUS CAPITAL FUND PLC ESPOSITO MARCO JANUS CAPITAL FUND PLC ESPOSITO MARCO JANUS CAPITAL MANAGEMENT LLC ESPOSITO MARCO JANUS CAPITAL MANAGEMENT LLC ESPOSITO MARCO JANUS CAPITAL MANAGEMENT LLC ESPOSITO MARCO JAPAN TR SERV BK LTD ATF STB BARING ALL EUROP EQ INC OPEN MF ESPOSITO MARCO JAPAN TRUSTEE SERV BK LTD ATF STB GS GLOBAL HIGH DIV EQ MF ESPOSITO MARCO JAPAN TRUSTEE SERVICES BANK LTD ESPOSITO MARCO JAPAN TRUSTEE SERVICES BANK LTD ESPOSITO MARCO JAPAN TRUSTEE SERVICES BANK,LTD INV.FUND ESPOSITO MARCO JAPAN TRUSTEE SERVICES BANK,LTD INV.FUND ESPOSITO MARCO JAPAN TRUSTEE SERVICES BANK,LTD INV.FUND ESPOSITO MARCO JFB I LTD ESPOSITO MARCO JNL/BLACKROCK GLOBAL ALLOCATION FUND ESPOSITO MARCO JNL/BROOKFIELD GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO JNL/MELLON CAPITAL INTNAL INDEX FUND ESPOSITO MARCO JNL/MELLON CAPITAL JNL OPTIMIZED 5 FUND ESPOSITO MARCO JNL/MELLON CAPITAL MANAGEMENT EUROPEAN 3 ESPOSITO MARCO JOHN HANCOCK ENDURING EQUITY FUND ESPOSITO MARCO JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND ESPOSITO MARCO JOHN HANCOCK FUNDS III INTERNATIONAL CORE FUND ESPOSITO MARCO JOHN HANCOCK INSURANCE COMPANY OF VERMONT ESPOSITO MARCO JOHN HANCOCK LIFE AND HEALTH INSURANCE COMPANY ESPOSITO MARCO JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST B ESPOSITO MARCO JOHN HANCOCK VAR INS TRUST STRATEGIC EQUITY ALLOCATION TRUST ESPOSITO MARCO JOHN HANCOCK VARIABLE INS. TRUST INTERNATIONAL CORE TRUST ESPOSITO MARCO JOHN HANCOCK VARIABLE INSURANCE TRUST UTILITIES TRUST ESPOSITO MARCO JOHN S. & JAMES L. KNIGHT FOUNDATION ESPOSITO MARCO JP MORGAN CHASE RETIREMENT PLAN ESPOSITO MARCO JP TR SERV BK LTD ATF MATB MSCI KOKUSAI INDEX MOTHER F ESPOSITO MARCO JPM MULTI INCOME FUND ESPOSITO MARCO JPM MULTI-ASSET INCOME FUND ESPOSITO MARCO JPMORGAN CHASE BANK ESPOSITO MARCO

212 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions JPMORGAN CHASE BANK - PB US CORPORATION ESPOSITO MARCO JPMORGAN CHASE BANK - PB US CORPORATION ESPOSITO MARCO JPMORGAN EUROPEAN INVESTMENT TRUST PLC ESPOSITO MARCO JPMORGAN FUNDS EUROPEAN BANK AND BU ESPOSITO MARCO JPMORGAN FUNDS EUROPEAN BANK AND BU ESPOSITO MARCO JPMORGAN INCOME BUILDER FUND ESPOSITO MARCO JPMORGAN INVESTMENT FUNDS ESPOSITO MARCO JPMORGAN INVESTMENT FUNDS ESPOSITO MARCO JPMORGAN SAR EUROPEAN FUND ESPOSITO MARCO JTSB STB DAIWA STOCK INDEX FUND 9807 ESPOSITO MARCO JTW TRUST NO. 1 UAD 9/19/02 ESPOSITO MARCO JTW TRUST NO. 2 UAD 9/19/02 ESPOSITO MARCO JTW TRUST NO. 3 UAD 9/19/02 ESPOSITO MARCO JTW TRUST NO. 4 UAD 9/19/02 ESPOSITO MARCO KAISER FOUNDATION HOSPITALS ESPOSITO MARCO KAISER FOUNDATION HOSPITALS ESPOSITO MARCO KAISER PERMANENTE GROUP TRUST ESPOSITO MARCO KAISER PERMANENTE GROUP TRUST ESPOSITO MARCO KAISER PERMANENTE GROUP TRUST ESPOSITO MARCO KANGAROO INVESTMENTS LLC ESPOSITO MARCO KANSAS PUBLIC EMPLOYEES RETIREMENT ESPOSITO MARCO KANSAS PUBLIC EMPLOYEES RETIREMENT ESPOSITO MARCO KAPITALFORENINGEN ISTITUTIONEL INVESTOR EUROPAELSKE AKTIER ESPOSITO MARCO KAUST INVESTMENTS SH LIMITED ESPOSITO MARCO KENTUCKY RETIREMENT SYSTEMS ESPOSITO MARCO KEYSPAN CORPORATION PENSION MASTER TRUST ESPOSITO MARCO KLEINWORT BENSON INV GLOBAL INVESTM FUND ESPOSITO MARCO KP INTERNATIONAL EQUITY FUND ESPOSITO MARCO Kommunal Landspensjonskasse Gjensidig Fo ESPOSITO MARCO LA BANQUE POSTALE ESPOSITO MARCO LA C C D COM D REGIME DES EMPL MANU ESPOSITO MARCO LA SAUVERGARDE ESPOSITO MARCO LABEL EUROPE ACTIONS FCP ESPOSITO MARCO LABOR PENSION FUND SUPERVISORY COMM TTEE-LABOR PENSION FUND 13.F. ESPOSITO MARCO LABOR PENSION FUND SUPERVISORY COMM TTEE-LABOR PENSION FUND 13.F. ESPOSITO MARCO LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO LABOR PENSION FUND SUPERVISORY COMMITTEE-LABOR PENSION FUND 13.F. ESPOSITO NO 172 MARCO

213 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions LABORERS PENSION FUND OF WESTERN CANADA ESPOSITO MARCO LAS OLAS EQUITY PARTNERS LP ESPOSITO MARCO LAUDUS INTERNATIONAL MARKETMASTERS FUND ESPOSITO MARCO LAURANCE HERMAN ESPOSITO MARCO LAWRENCE LIVERMORE NATIONAL SECURITY, LLC AND LOS ALAMOS NATIONAL ESPOSITO SECURITY, MARCO LLC DEFINED BENE LAZARD ASSET MANAGEMENT LTD. ESPOSITO MARCO LAZARD GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO LAZARD GLOBAL LISTED INFRASTRUCTURE (CANADA) FUND ESPOSITO MARCO LAZARD GLOBAL LISTED INFRASTRUCTURE FUND ESPOSITO MARCO LAZARD GLOBAL LISTED INFRASTRUCTURE PORTFOLIO ESPOSITO MARCO LAZARD GLOBAL PORTF.FUNDS PLC LAZ.GL.LISTED INFRASTRUCT.STERLI.F ESPOSITO MARCO LBPAM ACTIONS DEVELOPPEMENT DURABLE ESPOSITO MARCO LBPAM ACTIONS ISR MONDE ESPOSITO MARCO LBPAM ACTIONS MONDE ESPOSITO MARCO LBPAM PROFIL 100 ESPOSITO MARCO LBPAM PROFIL 80 PEA ESPOSITO MARCO LCAM GLOBAL EQUITY FUNDS ESPOSITO MARCO LCL ACTIONS EURO CORE+ ESPOSITO MARCO LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED ESPOSITO MARCO LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED ESPOSITO MARCO LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED ESPOSITO MARCO LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED ESPOSITO MARCO LEGAL AND GENERAL INVESTMENT MANAGEMENT ESPOSITO MARCO LEGG MASON GLOBAL FUNDS PLC-LM ROYCE US SMALLCAP OPPORTUNITYFDESPOSITO MARCO LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST ESPOSITO MARCO LJR LIMITED PARTNERSHIP ESPOSITO MARCO LJR LIMITED PARTNERSHIP ESPOSITO MARCO LOCKHEED MARTIN CORP MASTER TRUST ESPOSITO MARCO LOCKHEED MARTIN CORP MASTER TRUST ESPOSITO MARCO LOCKHEED MARTIN CORP MASTER TRUST ESPOSITO MARCO LOMBARD ODIER DARIER HFM SA INSTITUTIONNEL-3D ESPOSITO MARCO LONDON BOROUGH OF TOWER HAMLETS PENSION FUND ESPOSITO MARCO LORD ABBET SECURITIES TRUST-LORD ABBETT INT CORE EQ F ESPOSITO MARCO LORD ABBETT INTERNATIONAL CORE EQUITY TRUST ESPOSITO MARCO LORD ABBETT SEC TRUST-LORD ABBETT INTL DIVIDEND INCOME FUND ESPOSITO MARCO LORD ABBETT SERIES FUND, INC. - INTERNATIONAL CORE EQ PTF ESPOSITO MARCO LOS ANGELES CITY EMPLOYEES RETIREM. ESPOSITO MARCO LOTHIAN PENSION FUND ESPOSITO MARCO LOTHIAN PENSION FUND ESPOSITO MARCO LOTHIAN PENSION FUND ESPOSITO MARCO LOUISIANA STATE EMPLOYEES' RETIREMENT SYSTEM ESPOSITO MARCO

214 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 395 LPI PROFESSIONAL FORENING, LPI AKTIER GLOBALE VI ESPOSITO MARCO LTW GROUP HOLDINGS, LLC ESPOSITO MARCO LTW GROUP HOLDINGS, LLC ESPOSITO MARCO LTW Investments LLC ESPOSITO MARCO LUCENT TECHNOLOGIES INC. MASTERPENSION TRUST ESPOSITO MARCO LUCRF PTY LTD FOR THE LABOUR UNION CO-O ESPOSITO MARCO LVIP AQR ENHANCED GLOBAL STRATEGIES FUND ESPOSITO MARCO LVIP SSGA INTERNATIONAL INDEX FUND ESPOSITO MARCO Lancashire County Pension Fund ESPOSITO MARCO MAAF SANTE ESPOSITO MARCO MAAF VIE ESPOSITO MARCO MAAF VIE ESPOSITO MARCO MAAF VIE ESPOSITO MARCO MADISON SQUARE INVESTORS ESPOSITO MARCO MAINSTAY VP MFS UTILITIES PORTFOLIO ESPOSITO MARCO MANAGED PENSION FUNDS LIMITED ESPOSITO MARCO MANAGED PENSION FUNDS LIMITED ESPOSITO MARCO MANAGED PENSION FUNDS LIMITED ESPOSITO MARCO MANAGED PENSION FUNDS LIMITED ESPOSITO MARCO MANULIFE ASSET MANAGEMENT INTERNATIONAL EQUITY INDEX POOLED F ESPOSITO MARCO MANULIFE GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO MANULIFE INTERNATIONAL EQUITY (83) FD UT ESPOSITO MARCO MANULIFE INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO MANULIFE INVESTMENT EXCHANGE FUND CORP ESPOSITO MARCO MANULIFE SOBEYS GLOBAL EQUITY FUND UT ESPOSITO MARCO MANVILLE PERSONAL INJURY SETTLEMENT TRUST ESPOSITO MARCO MARATHON OIL COMPANY RETIREMENTPLAN TRUST ESPOSITO MARCO MARCH FUND ESPOSITO MARCO MARCO CONSULTING GROUP TRUST 1 ESPOSITO MARCO MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO MASSEY FERGUSON WORKS PENSION SCHEME ESPOSITO MARCO MASSMUTUAL SELECT BLACKROCK GLOBAL ALLOCATION FUND ESPOSITO MARCO MASTER INTERNATIONAL INDEX SERIES OF QUANT MASTER SERIES LLC ESPOSITO MARCO MASTER TRUST AGREEMENT UNDER VARIOUS EMP ESPOSITO MARCO MASTER TRUST AGREEMENT UNDER VARIOUS EMP ESPOSITO MARCO MASTER TRUST BANK OF JAPAN, LTD. PENSION ESPOSITO MARCO MAXIM INTERNATIONAL INDEX PORTFOLIO OF MAXIM SERIES FUND,INC ESPOSITO MARCO

215 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions MCGILL UNIVERSITY PENSION FUND ESPOSITO MARCO MELLON BANK N.A. - GLOBAL CUSTODY ESPOSITO MARCO MELLON BANK N.A. - GLOBAL CUSTODY ESPOSITO MARCO MELLON BANK N.A. - GLOBAL CUSTODY ESPOSITO MARCO MERCER INTERNATIONAL EQUITY FUND ESPOSITO MARCO MERCER PASSIVE INTERNATIONAL SHARES FUND ESPOSITO MARCO MERCY INVESTMENT SERVICES ESPOSITO MARCO MERRIL LYNCH INT GEF NON COLLATERAL CLIENT GENERAL ESPOSITO MARCO MERSEYSIDE PENSION FUND ESPOSITO MARCO MET INVESTOR SERIES TRUST-ALLIANC GLOBAL DYNAMIC ALL PTF ESPOSITO MARCO METROPOLITAN LIFE INSURANCE COMPANY ESPOSITO MARCO METROPOLITAN RENTASTRO ESPOSITO MARCO METROPOLITAN SERIES FUND MORGAN STANLEY EAFE INDEX PORTFOLIO ESPOSITO MARCO METZLER INVESTMENT GMBH ESPOSITO MARCO MF INTERNATIONAL FUND LLC ESPOSITO MARCO MFS DEVELOPMENT FUNDS, LLC ESPOSITO MARCO MFS UTILITIES FUND ESPOSITO MARCO MFS VARIABLE INSURANCE TRUST - MFS UTILITIES SERIES ESPOSITO MARCO MGI FUNDS PLC ESPOSITO MARCO MI-FONDS K10 ESPOSITO MARCO MI-FONDS K11 ESPOSITO MARCO MICHIGAN CATHOLIC CONFERENCE ESPOSITO MARCO MICHIGAN CATHOLIC LAY CONFERENCE LAY EMP ESPOSITO MARCO MINEWORKERS PENSION SCHEME ESPOSITO MARCO MINISTRY OF FINANCE OF THE REPUBLIC OF KAZAKHST ESPOSITO MARCO MINISTRY OF FINANCE OF THE REPUBLIC OF KAZAKHST ESPOSITO MARCO MINISTRY OF FINANCE OF THE REPUBLIC OF KAZAKHST ESPOSITO MARCO MINISTRY OF STRATEGY AND FINANCE ESPOSITO MARCO MINISTRY OF STRATEGY AND FINANCE ESPOSITO MARCO MISSOURI EDUCATION PENSION TRUST ESPOSITO MARCO MISSOURI EDUCATION PENSION TRUST ESPOSITO MARCO MLC LIMITED ESPOSITO MARCO MLC LIMITED ESPOSITO MARCO MLPRO SEG FOR EXCLSVE BENFT OF CUST ESPOSITO MARCO MM MSCI EAFE INTERNATIONAL INDEX FUND ESPOSITO MARCO MMA IARD S.A. ESPOSITO MARCO MONNET ESPOSITO MARCO MORGAN STANLEY GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO MORGAN STANLEY INST F INC. SELECT GLB INFRA STRUCTURE PTF ESPOSITO MARCO MORGAN STANLEY INSTITUTIONAL FD TR - GLOBAL STRATEGIST PTF ESPOSITO MARCO MORGAN STANLEY INVESTMENT FUNDS ESPOSITO MARCO

216 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 951 MORGAN STANLEY VARIABLE INV SER, GLB INFRASTRUCTURE PTF ESPOSITO MARCO MOUSSERENA, LP ESPOSITO MARCO MS FUND LP ESPOSITO MARCO MSCI EAFE PROV SCREENED INDEX NON - LENDING COMMON TR FUND ESPOSITO MARCO MSCI EQUITY INDEX FUND B-ITALY ESPOSITO MARCO MT AGREEMENT BETWEEN PFINZER&NT COMPANY ESPOSITO MARCO MTBJ DAIDO LIFE FOREIGN EQUITY MOTHER FD ESPOSITO MARCO MULTILATERAL INVESTMENT GUARANTEE AGENCY ESPOSITO MARCO MUNICIPAL EMP ANNUITY E BEN FD CHICA ESPOSITO MARCO MVP HEALTH PLAN,INC. ESPOSITO MARCO Magellan Core Infrastructure Fund ESPOSITO MARCO Margaret A. Cargill Foundation ESPOSITO MARCO Mercer Unhedged Overseas Shares Trust ESPOSITO MARCO NATIONAL COUNCIL FOR SOCIAL SEC FUND ESPOSITO MARCO NATIONAL COUNCIL FOR SOCIAL SEC FUND ESPOSITO MARCO NATIONAL COUNCIL FOR SOCIAL SEC FUND ESPOSITO MARCO NATIONAL COUNCIL FOR SOCIAL SECURITY FUND. ESPOSITO MARCO NATIONAL ELEVATOR INDUSTRY PENSION PLAN ESPOSITO MARCO NATIONAL PENSIONS RESERVE FUNDCOMMISSION ESPOSITO MARCO NATIONAL PENSIONS RESERVE FUNDCOMMISSION ESPOSITO MARCO NATIONAL RAILROAD INVESTMENT TRUST ESPOSITO MARCO NATIONWIDE INTERNATIONAL INDEX FUND ESPOSITO MARCO NATIXIS AM ESPOSITO MARCO NAV Canada Pension Plan ESPOSITO MARCO NBIMC LOW VOLATILITY INTERNATIONAL EQUIT ESPOSITO MARCO NEW CAPITAL UCITS FUND PLC ESPOSITO MARCO NEW MEXICO STATE INVESTMENT COUNCIL ESPOSITO MARCO NEW YORK STATE DEFERRED COMPENSATION PLAN ESPOSITO MARCO NEW YORK STATE DEFERRED COMPENSATION PLAN ESPOSITO MARCO NEW YORK STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO NEW YORK STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO NEW ZEALAND SUPERANNUATION FUND ESPOSITO MARCO NEW ZEALAND SUPERANNUATION FUND ESPOSITO MARCO NEW ZEALAND SUPERANNUATION FUND ESPOSITO MARCO NEW ZEALAND SUPERANNUATION FUND ESPOSITO MARCO NFS LIMITED ESPOSITO MARCO NIKKO AM WORLD FDS-AM INTECH GLOBAL CORE FUND ESPOSITO MARCO NMM5 GHDE SCH ACCOUNT ESPOSITO MARCO NMM5 GIEP BRI ACCOUNT ESPOSITO MARCO NMM5 GIEP NVN ACCOUNT ESPOSITO MARCO NMM5 WIEQ BRF ACCOUNT ESPOSITO MARCO

217 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions NMM5-WIEQ-CNS ACCOUNT ESPOSITO MARCO NMM5-WIEQ-NVN ACCOUNT ESPOSITO MARCO NON US EQUITY MANAGERS PORTFOLIO 5 OFFSHORE MASTER LP ESPOSITO MARCO NON-US EQUITY MANAGERS PORTFOLIO 1 SERIES ESPOSITO MARCO NORGES BANK ESPOSITO MARCO NORTHERN INTL EQUITY INDEX FUND ESPOSITO MARCO NORTHERN TRUST UCITS COMMON CONTRACTUAL FUND ESPOSITO MARCO NORTHERN TRUST UNIT TRUST ESPOSITO MARCO NOVARTIS CORPORATION PENSION MASTER TRUST ESPOSITO MARCO NOVARTIS CORPORATION PENSION MASTER TRUST ESPOSITO MARCO NT GLOBAL INVESTMENT COLL FUNDS ESPOSITO MARCO NT GLOBAL INVESTMENT COLL FUNDS ESPOSITO MARCO NT GLOBAL INVESTMENT COLL FUNDS ESPOSITO MARCO NT GLOBAL INVESTMENT COLL FUNDS ESPOSITO MARCO NT INVESTMENT FUNDS PUBLIC LTD CO ESPOSITO MARCO NTGI-QM Common Daily All Country World e ESPOSITO MARCO NTGI-QM Common Daily EAFE Index Fund - N ESPOSITO MARCO NUVEEN GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO NUVEEN GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO NUVEEN GLOBAL INVESTORS FUND PLC ARTHUR COX BUILD ESPOSITO MARCO NUVEEN REAL ASSET INCOME AND GROWTH FUND ESPOSITO MARCO NUVEEN REAL ASSET INCOME FUND ESPOSITO MARCO NVIT INTERNATIONAL INDEX FUND ESPOSITO MARCO NVIT MULTI-MANAGER LARGE CAP VALUE ESPOSITO MARCO NWB AS TRUSTEE OF LEGAL AND GENERAL EIT ESPOSITO MARCO NWB AS TRUSTEE OF LEGAL GEN GLBL GROWTH ESPOSITO MARCO NWB PLC TRUSTE OF KES STRATEGIC INV FUND ESPOSITO MARCO NWB TRUS OF LEGAL AND GENE INT INDEX ESPOSITO MARCO Nikko AM Investment Trust (Luxembourg) - Nikko AM INTECH Kokusai Fund ESPOSITO MARCO Northern Global Sustainability Index Fun ESPOSITO MARCO Northern Multi Manager Global Listed Inf ESPOSITO MARCO Northern Trust UCITS Common Contrac ESPOSITO MARCO Northern Trust UCITS Common Contractual ESPOSITO MARCO Northern Trust UCITS Common Contractual ESPOSITO MARCO ODDO ASSET MANAGEMENT ESPOSITO MARCO ODDO ET CIE ESPOSITO MARCO OMAN INVESTMENT FUND ESPOSITO MARCO ONEPATH GLOBAL SHARES - LARGE CAP (UNHEDGED) INDEX POOL ESPOSITO MARCO ONEPATH LOW VOLATILITY GLOBAL EQ IN POOL ESPOSITO MARCO ONTARIO POWER GENERATION INC. ESPOSITO MARCO ONTARIO POWER GENERATION INC. ESPOSITO MARCO

218 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions ONTARIO POWER GENERATION INC. PENSION PLAN ESPOSITO MARCO ONTARIO TEACHERS PENSION PLAN BOARD ESPOSITO MARCO OP-FONDS LVMG DEUTSCHE ASSET AND WEALTH MANAGEMENT INVESTMENT ESPOSITO GMBH MARCO OPENWORLD PUBLIC LIMITED COMPANY ESPOSITO MARCO ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO Ohana Holdings LLC ESPOSITO MARCO PACE INTERNATIONAL EQUITY INVESTMENTS ESPOSITO MARCO PACIFIC GAS AND ELECTRIC CORP RETIREMENT MASTER TRUST ESPOSITO MARCO PACIFIC GAS AND ELECTRIC CORP RETIREMENT MASTER TRUST ESPOSITO MARCO PACIFIC GAS AND ELECTRIC CORP RETIREMENT MASTER TRUST ESPOSITO MARCO PACIFIC GAS AND ELECTRIC CORP RETIREMENT MASTER TRUST ESPOSITO MARCO PACIFIC GAS AND ELECTRIC QUALIFIED CPUC DECOMMISSIONING TRUST ESPOSITO MARCO PANAGORA DIVERSIFIED RISK MULTI-ASSET FUND LTD, PANAGORA ASSET MANAGEMENT ESPOSITO MARCO INC PANAGORA GROUP TRUST. ESPOSITO MARCO PARVEST ESPOSITO MARCO PARWORLD ESPOSITO MARCO PARWORLD ESPOSITO MARCO PAX WORLD WOMEN'S EQUITY FUND ESPOSITO MARCO PENN SERIES DEVELOPED INTERNATIONAL INDEX FUND ESPOSITO MARCO PENSIOENFONDS METAAL OFP ESPOSITO MARCO PENSION FUND ASSOCIATION FOR LOCAL GOVERNMENT OFFICIALS ESPOSITO MARCO PENSION FUND OF SUMITOMO MITSUI BANKING CORPORATION ESPOSITO MARCO PENSION RESERVES INVESTMENT TRUST FUND ESPOSITO MARCO PEOPLE'S BANK OF CHINA ESPOSITO MARCO PEOPLE'S BANK OF CHINA ESPOSITO MARCO PEOPLE'S BANK OF CHINA ESPOSITO MARCO PEOPLE'S BANK OF CHINA ESPOSITO MARCO PEOPLE'S BANK OF CHINA ESPOSITO MARCO PEOPLE'S BANK OF CHINA ESPOSITO MARCO PEOPLE'S BANK OF CHINA ESPOSITO MARCO PEOPLE'S BANK OF CHINA FOREIGN EXCH ESPOSITO MARCO PEPSICO MASTER RETIREMENT TRUST ESPOSITO MARCO PERPETUAL ECONOMIC DIVERSIF. GLOBAL EQUI ESPOSITO MARCO PERPETUAL SELECT INTERNAT SHARE FUND ESPOSITO MARCO PETERCAM B FUND ESPOSITO MARCO PETERCAM B FUND ESPOSITO MARCO PETTELAAR EFFECTENBEW. INZ. SNSRESP. IND. FND ESPOSITO MARCO PG&E POSTRETIREMENT MEDICAL PLAN TRUST NON-MGMT EMPLOYEES & RETESPOSITO MARCO PG&E POSTRETIREMENT MEDICAL PLAN TRUST NON-MGMT EMPLOYEES & RETESPOSITO MARCO PGSF GLOBAL HIGH YIELD UTILITIES EQUITIES FUND ESPOSITO MARCO

219 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions PGSF GLOBAL INCOME STOCK FUND ESPOSITO MARCO PGSF GLOBAL UTILITIES EQUITIES CURRENCY HEDGE FUND ESPOSITO MARCO PGSF GLOBAL UTILITIES EQUITIES FUND ESPOSITO MARCO PICTET & Cie Europe SA ESPOSITO MARCO PICTET & Cie Europe SA ESPOSITO MARCO PICTET EUROPEAN SUSTAINABLE EQUITIES ESPOSITO MARCO PICTET INTERNATIONAL EQUITY FUND ESPOSITO MARCO PICTET NON-US EQUITY OFFSHORE MAST ESPOSITO MARCO PICTET TOTAL RETURN ESPOSITO MARCO PINEBRIDGE INVESTMENTS HOLDINGS US LLC ESPOSITO MARCO PIONEER ASSET MANAGEMENT S.A ESPOSITO MARCO PIONEER ASSET MANAGEMENT S.A. ESPOSITO MARCO PIONEER ASSET MANAGEMENT SA ESPOSITO MARCO POINT BEACH UNIT 1 AND UNIT 2 NQ TRUST-ACCOUNTING MECHANISM ESPOSITO MARCO POWERSHARES GLOBAL FUNDS IRELAND PLC ESPOSITO MARCO POWERSHARES GLOBAL FUNDS IRELAND PUBLIC LIMITED COMPANY ESPOSITO MARCO POWERSHARES GLOBAL FUNDS IRELAND PUBLIC LIMITED COMPANY ESPOSITO MARCO POWERSHARES GLOBAL FUNDS IRELAND PUBLIC LIMITED COMPANY ESPOSITO MARCO POWERSHARES S(AND)P INTERNATIONAL DEVELOPED LOW VOLATILITY PORTFESPOSITO MARCO PREDICA ISR EUROPE ESPOSITO MARCO PREDIQUANT A2 ACTIONS EUROPE ESPOSITO MARCO PREMIER ENERGY AND WATER TRUST PLC ESPOSITO MARCO PREMIER GLOBAL POWER AND WATER FUND ESPOSITO MARCO PRESBYTERIAN CHURCH FOUNDATION ESPOSITO MARCO PRINCE GEORGES COUNTY SUPPLEMENTAL PENSION PLAN ESPOSITO MARCO PRINCIPAL FUNDS INC DIVERSIFIEDREAL ASSET FUND ESPOSITO MARCO PRINCIPAL FUNDS INC GLOBAL MULTI STRATEGY FUND ESPOSITO MARCO PRINCIPAL FUNDS INC GLOBAL MULTI STRATEGY FUND ESPOSITO MARCO PRINCIPAL FUNDS INC INTERNATIONAL VALUE FUND 1 ESPOSITO MARCO PRINCIPAL FUNDS INC.-INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO PRINCIPAL FUNDS,INC GLOBAL DIVERSIFIED INCOME FUND ESPOSITO MARCO PROSHARES GLOBAL DIRECT INFRASTRUCTURE E ESPOSITO MARCO PROVINCE PF NEWFOUNLAND AND LABRADOR POOLED PENSION FUND ESPOSITO MARCO PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY ESPOSITO MARCO PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY ESPOSITO MARCO PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY ESPOSITO MARCO PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY ESPOSITO MARCO PRUDENTIAL TRUST CO MASTER COMMINGLED INV F FOR TAX EXEMPT TR ESPOSITO MARCO PRUDENTIAL WORLD FUND INCDRYDENINTERNATIONAL EQUITY FUND ESPOSITO MARCO PS FTSE RAFI DEVEL MAR EXUS PORT ESPOSITO MARCO PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO ESPOSITO MARCO

220 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions PUBLIC EMPLOYEES RETIREMENT ASSOCIATION ESPOSITO MARCO PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI ESPOSITO MARCO PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI ESPOSITO MARCO PUBLIC EMPLOYEES RETIREMENT SYSTEM OF NEVADA ESPOSITO MARCO PUBLIC EMPLOYEES RETIREMENT SYSTEM OF NEVADA ESPOSITO MARCO PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OH ESPOSITO MARCO PUBLIC SCHOOL TEACHERS PNS E RET.FND ESPOSITO MARCO PUBLIC SCHOOL TEACHERS PNS E RET.FND ESPOSITO MARCO PUBLIC SCHOOL TEACHERS PNS E RET.FND ESPOSITO MARCO PUBLIC SECTOR PENSION INVESTMENT BOARD ESPOSITO MARCO PUTNAM DYNAMIC ASSET ALLOCATION BALANCED FUND ESPOSITO MARCO PUTNAM GLOBAL UTILITIES FUND ESPOSITO MARCO PUTNAM RETIREMENT ADVANTAGE GAA INCOME STRATEGIES PORTFOLIO ESPOSITO MARCO PUTNAM RETIREMENT INCOME FUND LIFESTYLE 2 ESPOSITO MARCO PUTNAM RETIREMENT INCOME FUND LIFESTYLE 3 ESPOSITO MARCO PUTNAM SELECT GLOBAL EQUITY FUND LP ESPOSITO MARCO PUTNAM TOTAL RETURN FUND, LLC ESPOSITO MARCO PUTNAM TOTAL RETURN TRUST ESPOSITO MARCO PUTNAM VARIABLE TRUST - PUTNAM VT GLOBAL UTILITIES FUND ESPOSITO MARCO PYRAMIS GLOBAL EX U.S.INDEX FUND LP ESPOSITO MARCO Pension Boards-United Church of Christ ESPOSITO MARCO QIC INTERNATIONAL EQUITIES FUND ESPOSITO MARCO QIC INTERNATIONAL EQUITIES FUND ESPOSITO MARCO QM COMMON DAILY WORLD INDEX FUND ESPOSITO MARCO QS BATTERYMARCH MANAGED VOLATILITY INTERNATIONAL DIVIDEND FUND ESPOSITO MARCO QUANTITATIVE GLOBAL VALUE PORTFOLIO BRANDYWINE INVESTMENTS TRUST ESPOSITO MARCO QUEENSLAND INVESTMENT TRUST NO 2 ESPOSITO MARCO QUEENSLAND INVESTMENT TRUST NO 2 ESPOSITO MARCO QUEENSLAND INVESTMENT TRUST NO 2 ESPOSITO MARCO RAILWAYS PENSION TRUSTEE COMPANY LIMITED. ESPOSITO MARCO RAMI PARTNERS, LLC ESPOSITO MARCO RARE INFRASTRUCTURE GLOBAL VALUE FUND L.P. ESPOSITO MARCO RARE INFRASTRUCTURE VALUE FUND UNHEDGED ESPOSITO MARCO RARE INFRASTRUCTURE VALUE FuUND HEDGED ESPOSITO MARCO RARE YIELD FUND ESPOSITO MARCO RBC ISB FR ESPOSITO MARCO RBC QUANT EAFE DIVIDEND LEADERS ETF ESPOSITO MARCO RBC QUANT EUROPEAN DIVIDEND LEADERS ETF ESPOSITO MARCO RBC QUBE LOW VOLATILITY ALL COUNTRY WORL ESPOSITO MARCO RBC QUBE LOW VOLATILITY GLOBAL EQUITY FU ESPOSITO MARCO REGIME DE RETRAITE D HYDRO QUEBEC ESPOSITO MARCO

221 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions REGIME DE RETRAITE DE L'UNIVER DU QUEBEC ESPOSITO MARCO RENAISSANCE GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO RETIREMENT AND SECY PROGRAM FOR EMPL/NTCA AND MEMBERS SYS ESPOSITO MARCO RETIREMENT BENEFITS INVESTMENT FUND ESPOSITO MARCO RETIREMENT INCOME PLAN OF SAUDI ARABIAN ESPOSITO MARCO RETIREMENT PLAN FOR EMPLOYEES OF AETNA I ESPOSITO MARCO REYNOLDS AMERICAN DEFINED BENEFIT MASTER ESPOSITO MARCO RHODE ISLAND HIGHER EDUCATION SAVINGS TRUST ESPOSITO MARCO RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO RIFL-RUSSELL GLOBAL LISTED INFRASTRUCTURE FUND ESPOSITO MARCO ROBECO CAPITAL GROWTH FUNDS ESPOSITO MARCO ROBINSON UNIT 2 QUALIFIED NUCLEAR DECOMMISSIONING FUND ESPOSITO MARCO ROBUSTA FUND ESPOSITO MARCO ROBUSTA FUND ESPOSITO MARCO ROCHE DIAGNOSTICS CORPORATION CASH ACCUM ESPOSITO MARCO ROCHE US DB PLANS MASTER TRUST ESPOSITO MARCO ROCKEFELLER & CO., INC ESPOSITO MARCO ROGERSCASEY TARGET SOLUTIONS LLC. ESPOSITO MARCO ROSEMONT OFFSHORE FUND LTD ESPOSITO MARCO ROYAL LONDON (CIS) LIMITED ESPOSITO MARCO RR Donnelley Savings Plan Trust ESPOSITO MARCO RSAMPENSION INVEST, GLOBALT AKTIEINDEKS ESPOSITO MARCO RUSSELL CANADIAN EQUITY POOL ESPOSITO MARCO RUSSELL DEVELOPED EX-U.S. LARGE CAP INDEX FUND B ESPOSITO MARCO RUSSELL GLOBAL INFRASTRUCTURE POOL ESPOSITO MARCO RUSSELL GLOBAL INFRASTRUCTURE POOL ESPOSITO MARCO RUSSELL GLOBAL LISTED INFRASTR FUND - (DOLLAR SIGN)A HEDGED ESPOSITO MARCO RUSSELL GLOBAL LISTED INFRASTR FUND - (DOLLAR SIGN)A HEDGED ESPOSITO MARCO RUSSELL GLOBAL LISTED INFRASTR FUND - (DOLLAR SIGN)A HEDGED ESPOSITO MARCO RUSSELL INSTITUTIONAL FUNDS LLCRUSSELL INTL EQUITY FUND ESPOSITO MARCO RUSSELL INVESTMENT COMPANY - RUSSELL INTERN DEVELOPED MKT F ESPOSITO MARCO RUSSELL INVESTMENT COMPANY PLC ESPOSITO MARCO RUSSELL INVESTMENT COMPANY PLC ESPOSITO MARCO RUSSELL INVESTMENT COMPANY RUSSELL GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO RUSSELL INVESTMENT COMPANY RUSSELL GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO RUSSELL INVESTMENT COMPANY RUSSELL GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO RUSSELL INVESTMENT COMPANY RUSSELL GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO RUSSELL INVESTMENT COMPANY SELECT INTERNATIONAL EQUITY FUND ESPOSITO MARCO RUSSELL INVESTMENT FUNDS NON-U.S. FUND ESPOSITO MARCO RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST ESPOSITO MARCO RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST ESPOSITO MARCO

222 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 568 RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST ESPOSITO MARCO RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST ESPOSITO MARCO RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST ESPOSITO MARCO S2G ESPOSITO MARCO S2G ESPOSITO MARCO S2G ESPOSITO MARCO S2G ESPOSITO MARCO S2G ESPOSITO MARCO SAL PENSION SCHEME ESPOSITO MARCO SAMFORD UNIVERSITY ESPOSITO MARCO SAN FRANCISCO CITY E COUN.RET.SYSTEM ESPOSITO MARCO SANABIL INTERNATIONAL INVESTMENTS CO ESPOSITO MARCO SAS TRUSTEE CORPORATION ESPOSITO MARCO SAS TRUSTEE CORPORATION ESPOSITO MARCO SAS TRUSTEE CORPORATION ESPOSITO MARCO SAS TRUSTEE CORPORATION ESPOSITO MARCO SBC MASTER PENSION TRUST ESPOSITO MARCO SBC MASTER PENSION TRUST SBC MASTER PENSION TRUST 208 ESPOSITO MARCO SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO ESPOSITO MARCO SCHRODER EUROPEAN ALPHA INCOME FUND ESPOSITO MARCO SCHRODER GLOBAL MULTI-ASSET INCOME FUND ESPOSITO MARCO SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO SCHWAB FUNDAMENTAL INTER LARGE COMP IN F ESPOSITO MARCO SCHWAB FUNDAMENTAL INTERNATIONAL LARGE COMPANY ETF ESPOSITO MARCO SCHWAB INTERNATIONAL EQUITY ETF ESPOSITO MARCO SCHWAB INTERNATIONAL INDEX FUND ESPOSITO MARCO SCOTTISH WIDOWS INV SOL F ICVC- FUNDAMENTAL INDEX GLB EQ F ESPOSITO MARCO SCOTTISH WIDOWS INV SOLUTIONS F ICVC- EUROPEAN (EX UK) EQ FD ESPOSITO MARCO SCRI ROBECO INSTITUTIONAL CONSERVATIVE EQUITY FUND ESPOSITO MARCO SDA INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO SDGE QUALIFIED NUCLEAR DECOM MISSIONING TRUST PARTNERSHIP ESPOSITO MARCO SEASONS SERIES TRUST INTERNATIONAL EQUITY PORTFOLIO ESPOSITO MARCO SECURITY EQUITY FUND - MSCI EAFE EQUAL WEIGHT FUND ESPOSITO MARCO SEI GLOBAL MASTER FUND PLC ESPOSITO MARCO SEI INST MANAG TR GLOBAL MANAG VOLAT FND ESPOSITO MARCO SEI INSTITUTIONAL INTERN TRUST INTERNATI ESPOSITO MARCO SEI INSTITUTIONAL MANAGED TRUST MULTI-AS ESPOSITO MARCO

223 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions SEI INVESTMENTS (EU) LTD TIME AND LIFE BUILDING ESPOSITO MARCO SELECT INDEX SERIES ESPOSITO MARCO SEMPRA ENERGY PENSION MASTER TRUST ESPOSITO MARCO SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND ESPOSITO MARCO SHELL CONTRIBUTORY PENSION FUND ESPOSITO MARCO SHELL FOUNDATION ESPOSITO MARCO SHELL PENSION TRUST. ESPOSITO MARCO SHELL PENSION TRUST. ESPOSITO MARCO SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE ESPOSITO MARCO SHELL TRUST (BERMUDA) LTD AS TRUSTEE OF THE SHELL OVERSEAS C.P. FUND ESPOSITO MARCO SIA DAIWA S TR&BK(EU)PLC F AN KOK LV ESPOSITO MARCO SICAV AMUNDI ACTIONS EURO ISR ESPOSITO MARCO SICAV LBPAM ACTIONS EURO ESPOSITO MARCO SICAV LBPAM RESPONSABLE ACTIONSEURO ESPOSITO MARCO SICAV PREPAR-CROISSANCE ESPOSITO MARCO SISTERS OF MERCY OF NORTH CAROLINA FOUNDATION INC ESPOSITO MARCO SLF (F) EQUITY EUROZONE MINIMUM VOLATILITY ESPOSITO MARCO SOUTH YORKSHIRE PENSIONS AUTHORITY ESPOSITO MARCO SOUTHERN CALIFORNIA EDISON NUCLEAR FACILITIES CPUC DECOMMISSIONI ESPOSITO MARCO SPDR EUROPE PUBLIC LIMITED COMPANY ESPOSITO MARCO SPDR EUROPE PUBLIC LIMITED COMPANY ESPOSITO MARCO SPDR MSCI ACWI LOW CARBON TARGET ETF ESPOSITO MARCO SPDR MSCI EAFE QUALITY MIX ETF ESPOSITO MARCO SPDR MSCI EUROPE UCITS ETF ESPOSITO MARCO SPDR MSCI EUROPE UTILITIES UCITS ETF ESPOSITO MARCO SPDR MSCI WORLD QUALITY MIX ETF ESPOSITO MARCO SPDR S&P WORLD (EX-US) ETF ESPOSITO MARCO SPDR S+P INTERNATIONAL UTILITIES SECTOR ETF ESPOSITO MARCO SPRUCEGROVE GROUP TRUST ESPOSITO MARCO SPRUCEGROVE GROUP TRUST ESPOSITO MARCO SPRUCEGROVE INTL POOLED FUND ESPOSITO MARCO SPRUCEGROVE NON-US EQUITY LLC ESPOSITO MARCO SPRUCEGROVE SPECIAL GLOBAL POOLED FUND ESPOSITO MARCO SPRUCEGROVE SPECIAL GLOBAL POOLED FUND ESPOSITO MARCO SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO

224 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 981 SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO SSFSAL ATF THE SSFS - GLOBAL LISTED INFRASTRUCTURE SECTOR TRUST ESPOSITO MARCO SSGA EMU INDEX EQUITY FUND ESPOSITO MARCO SSGA EUROPE ENHANCED EQUITY FUND ESPOSITO MARCO SSGA EUROPE INDEX EQUITY FUND ESPOSITO MARCO SSGA FTSE RAFI DEVELOPED 1000 INDEX NON-LENDING COMMON TR F ESPOSITO MARCO SSGA INTERNATIONAL EQUITIES INDEX TRUST ESPOSITO MARCO SSGA ITALY INDEX EQUITY FUND ESPOSITO MARCO SSGA MSCI ACWI EX-USA INDEX NON-LENDING DAILY TRUST ESPOSITO MARCO SSGA MSCI EAFE INDEX FUND ESPOSITO MARCO SSGA MSCI EAFE UTILITIES INDEX NON-LENDING COMMON TRUST FUND ESPOSITO MARCO SSGA MSCI EUROPE SCREENED INDEX NON-LENDING COMMON TRUST FUND ESPOSITO MARCO SSGA RUSSELL FD GL EX-US INDEX NONLENDING QP COMMON TRUST FUND ESPOSITO MARCO SSGA SPDR ETFS EUROPE I PUBLIC LIMITED COMPANY ESPOSITO MARCO SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY ESPOSITO MARCO SSGA UTILITIES INDEX EQUITY FUND ESPOSITO MARCO SSGA WORLD INDEX EQUITY FUND ESPOSITO MARCO SSGA WORLD SRI INDEX EQUITY FUND ESPOSITO MARCO ST BEDRIJFSTAKPFD V/H SCHILDERS-AFW- GLASZE ESPOSITO MARCO ST. JOSEPH HEALTH SYSTEM ESPOSITO MARCO ST. SPOORWEGPFDS MANDAAT BLACKROCK ESPOSITO MARCO STANLIB FUNDS LIMITED STANDARD BANK HOUSE ESPOSITO MARCO STATE FARM MUTUAL FUND TRUST, INTERNATIONAL INDEX FUND ESPOSITO MARCO STATE FARM VARIABLE PRODUCT TRUST, INTERNATIONAL EQ INDEX F ESPOSITO MARCO STATE OF ALASKA RETIREMENT AND BENEFITS PLANS ESPOSITO MARCO STATE OF ALASKA RETIREMENT AND BENEFITS PLANS ESPOSITO MARCO STATE OF ALASKA RETIREMENT AND BENEFITS PLANS ESPOSITO MARCO STATE OF MINNESOTA ESPOSITO MARCO STATE OF MINNESOTA ESPOSITO MARCO STATE OF NEW JERSEY COMMON PENSION FUND D ESPOSITO MARCO STATE OF WISCONSIN INVESTMENT BOARD ESPOSITO MARCO STATE OF WISCONSIN INVESTMENT BOARD ESPOSITO MARCO STATE OF WISCONSIN INVESTMENT BOARD ESPOSITO MARCO STATE OF WISCONSIN INVESTMENT BOARD ESPOSITO MARCO STATE OF WYOMING, WYOMING STATE TREASURE ESPOSITO MARCO STATE PUBLIC SECTOR SUPERANNUATION SCHEME ESPOSITO MARCO STATE PUBLIC SECTOR SUPERANNUATION SCHEME ESPOSITO MARCO STATE PUBLIC SECTOR SUPERANNUATION SCHEME ESPOSITO MARCO STATE PUBLIC SECTOR SUPERANNUATION SCHEME ESPOSITO MARCO STATE STREET GLOBAL ADVISORS EXEMPT UNIT TRUST ESPOSITO MARCO STATE STREET GLOBAL ADVISORS EXEMPT UNIT TRUST ESPOSITO MARCO

225 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 761 STATE STREET GLOBAL ADVISORS GROSS ROLL UP UNIT TRUST ESPOSITO MARCO STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV ESPOSITO MARCO STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV ESPOSITO MARCO STATE STREET GLOBAL ADVISORS, CAYMAN ESPOSITO MARCO STATE STREET GLOBAL EQUITY EX-US INDEX PORTFOLIO ESPOSITO MARCO STATE SUPER FINANCIAL SERVICES AUSTRALIA LIMITED AS TRUSTEE FOR THE ESPOSITO INT EQ SECT MARCO TRUST STATE TEACHERS RETIREMENT SYSTEM OF OHIO ESPOSITO MARCO STATE UNIVERSITIES RETIREMENT SYSTEM ESPOSITO MARCO STATES OF GUERNSEY SUPERANNUATION FD ESPOSITO MARCO STG BEDRIJFSTAKPFDS V H ESPOSITO MARCO STG BPF VD DETAILHANDEL MND BLACKROCK MSCI EMEA ESPOSITO MARCO STG BPF VOOR HET LEVENSMID. BEDRIJF IPM ESPOSITO MARCO STG PFDS AHOLD ESPOSITO MARCO STG PFDS CORP EXPRESS MANDAAT ALLIANCE CAPITA ESPOSITO MARCO STG PFDS V.D. GRAFISCHE ESPOSITO MARCO STICHTIING HEINEKEN PENSIOENFONDS ESPOSITO MARCO STICHTING BEDERIJFSTAKPENSIONEN FONDS ESPOSITO MARCO STICHTING BEWAARDER ACHMEA BELEGGIN GSPOOLS ESPOSITO MARCO STICHTING BEWAARDER ACHMEA BELEGGIN GSPOOLS ESPOSITO MARCO STICHTING BEWAARDER SYNTRUS ACHMEA BELEGGINGSPOOLS ESPOSITO MARCO STICHTING CZ FUND DEPOSITARY ESPOSITO MARCO STICHTING DEPOSITARY APG DEVELOPED MARKETS EQUITY POOL ESPOSITO MARCO STICHTING DEPOSITARY APG EMERGING MKT EQ ESPOSITO MARCO STICHTING DOUWE EGBERTS PENSIOENFONDS ESPOSITO MARCO STICHTING F AND C WERELDWIJD ENHANCED AANDELENFONDS ESPOSITO MARCO STICHTING INSTITUUT GAK ESPOSITO MARCO STICHTING MN SERVICES AANDELENFONDS EUROPA ESPOSITO MARCO STICHTING MN SERVICES EUROPE EX UK EQUITY FUND ESPOSITO MARCO STICHTING PENSIOENFONDS AKZO NOBEL ESPOSITO MARCO STICHTING PENSIOENFONDS APF ESPOSITO MARCO STICHTING PENSIOENFONDS APF ESPOSITO MARCO STICHTING PENSIOENFONDS CARIBISCH ESPOSITO MARCO STICHTING PENSIOENFONDS HORECA & CATERING ESPOSITO MARCO STICHTING PENSIOENFONDS IBM NEDERL. ESPOSITO MARCO STICHTING PENSIOENFONDS ING (PFI) ESPOSITO MARCO STICHTING PENSIOENFONDS ING (PFI) ESPOSITO MARCO STICHTING PENSIOENFONDS METAAL EN TECHNIEK ESPOSITO MARCO STICHTING PENSIOENFONDS SAGITTARIUS ESPOSITO MARCO STICHTING PENSIOENFONDS UNILEVER NEDERLAND PROGRESS ESPOSITO MARCO STICHTING PENSIOENFONDS VAN DE ABN AMBRO BANK N.V. ESPOSITO MARCO STICHTING PENSIOENFONDS VAN DE ABN AMBRO BANK N.V. ESPOSITO MARCO

226 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 178 STICHTING PENSIOENFONDS VAN DE ABN AMBRO BANK N.V. ESPOSITO MARCO STICHTING PENSIOENFONDS VAN DE METALEKTR ESPOSITO MARCO STICHTING PENSIOENFONDS VAN DE METALEKTR ESPOSITO MARCO STICHTING PENSIOENFONDS VAN DE METALEKTR ESPOSITO MARCO STICHTING PENSIOENFONDS VAN DE METALEKTR ESPOSITO MARCO STICHTING PENSIOENFONDS VOOR DE GRAFISCHE BEDRIJVEN ESPOSITO MARCO STICHTING PFDS VOOR DE TANDTECHNIEK ESPOSITO MARCO STICHTING PGGM DEPOSITARY ESPOSITO MARCO STICHTING PGGM DEPOSITARY ESPOSITO MARCO STICHTING PHILIPS PENSIOENFONDS ESPOSITO MARCO STICHTING RABOBANK PENSIOENFONDS ESPOSITO MARCO STICHTING RABOBANK PENSIOENFONDS ESPOSITO MARCO STICHTING SHELL PENSIOENFONDS ESPOSITO MARCO STICHTING TRUST F AND C UNHEDGE ESPOSITO MARCO STRUCTURA - SMART EURO EQUITIES ESPOSITO MARCO SUNAMERICA SERIES TRUST TELECOM UTILITY PORTFOLIO ESPOSITO MARCO SUNSUPER SUPERANNUATION FUND ESPOSITO MARCO SUPERANNUATION FUNDS MANAGEMENT CORPORATION OF SOUTH AUSTRALIA ESPOSITO MARCO SUPERVALU INC. MASTER INVESTMENT TRUST ESPOSITO MARCO SYLVAN PARTNERS, LLC ESPOSITO MARCO Second Universe Trust ESPOSITO MARCO Soda Springs Partners, LLC ESPOSITO MARCO States of Jersey Common Investment Fund ESPOSITO MARCO T ROWE PRICE INTERNATIONAL EQUITY INDEX ESPOSITO MARCO T. ROWE PRICE FUNDS SICAV ESPOSITO MARCO T. ROWE PRICE FUNDS SICAV ESPOSITO MARCO TD EMERALD INTERNATIONAL EQUITYINDEX FUND ESPOSITO MARCO TD EUROPEAN INDEX FUND. ESPOSITO MARCO TD INTERNATIONAL INDEX FUND ESPOSITO MARCO TDAM GLOBAL LOW VOLATILITY EQ FUND ESPOSITO MARCO TEACHER RETIREMENT SYSTEM OF TEXAS ESPOSITO MARCO TEACHER RETIREMENT SYSTEM OF TEXAS ESPOSITO MARCO TEACHERS' RETIREMENT SYSTEM OF THE CITY OF NEW YORK ESPOSITO MARCO TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS ESPOSITO MARCO TELSTRA SUPERANNUATION SCHEME LEVEL 3 ESPOSITO MARCO TELSTRA SUPERANNUATION SCHEME LEVEL 3 ESPOSITO MARCO TEMPLETON EUROPE FUND ESPOSITO MARCO TENNESSEE CONSOLIDATED RETIREMENT SYSTEMS ESPOSITO MARCO TENNESSEE VALLEY AUTHORITY RETIREMENT SYSTEM ESPOSITO MARCO TEXAS EDUCATION AGENCY. ESPOSITO MARCO TEXAS MUNICIPAL RETIREMENT SYSTEM ESPOSITO MARCO

227 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions TEXAS MUTUAL INSURANCE COMPANY ESPOSITO MARCO TEXAS SCOTTISH TITE FOR HOSPITAL CRIPPLE ESPOSITO MARCO TG INVESTMENT FUNDS PLC ESPOSITO MARCO THE HEWLETT-PACKARD COMPANY 401 (K) PLAN ESPOSITO MARCO THE ALLIANCEBERNSTEIN POOLING PTF - ALLIANCEB VOL MNGM PTF ESPOSITO MARCO THE ALLIANCEBERNSTEIN POOLING PTF-ALLIANCEBR MULTASS REAL RTP ESPOSITO MARCO THE BANK OF IRELAND STAFF PENSIONS FUND ESPOSITO MARCO THE BANK OF KOREA ESPOSITO MARCO THE BANK OF KOREA ESPOSITO MARCO THE BANK OF KOREA ESPOSITO MARCO THE BARCLAYS BANK UK RETIREMENT FUND ESPOSITO MARCO THE BOEING CO EMPLOYEE SAVINGS PLANS MASTER TR INV ACCOUNT ESPOSITO MARCO THE BOEING COMPANY EMPLOYEE RETIREMENT P ESPOSITO MARCO THE BOEING COMPANY EMPLOYEE RETIREMENT P ESPOSITO MARCO THE BOEING COMPANY EMPLOYEE RETIREMENT P ESPOSITO MARCO THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST ESPOSITO MARCO THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST ESPOSITO MARCO THE BOMBARDIER TRUST (UK) ESPOSITO MARCO THE GOVERNING COUNCIL OF THE SALVATION ARMY IN CANADA ESPOSITO MARCO THE GREAT EASTERN LIFE ASSURANCE COMPANY LIMITED ESPOSITO MARCO THE HARTFORD CAPITAL APPRECIATION I ESPOSITO MARCO THE HARTFORD CAPITAL APPRECIATION I ESPOSITO MARCO THE HARTFORD CAPITAL APPRECIATION I ESPOSITO MARCO THE HARTFORD DIVERSIFIED INTERNATIONAL FUND ESPOSITO MARCO THE HARTFORD GLOBAL ALL-ASSET FUND THE HARTFORD MUTUAL FUNDS ESPOSITO MARCO THE HARTFORD GLOBAL REAL ASSET FUND ESPOSITO MARCO THE HARTFORD INTERNATIONAL OPPORTUNITIES ESPOSITO MARCO THE HARTFORD VALUE OPPORTUNITIES FU ESPOSITO MARCO THE HENRY SMITH CHARITY ESPOSITO MARCO THE INCOME FUND OF AMERICA INC ESPOSITO MARCO THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVALOPMENT ESPOSITO MARCO THE JOHNS HOPKINS UNIVERSITY ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO

228 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN LTD.AS TRUSTEE FORGOVERNMENT PENSION ESPOSITO INVESTMENT MARCO FUND THE MASTER TRUST BANK OF JAPAN, LTD AS TRUSTEE FOR MUTB ESPOSITO MARCO THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB ESPOSITO MARCO THE MASTER TRUST BK OF JP LTD: HITACHI FOREIGN EQ INDEX MF ESPOSITO MARCO THE MEDICAL CENTRE INSURANCE COMPANY LTD. ESPOSITO MARCO THE METHODIST CHURCH IN IRELAND EQ FUND ESPOSITO MARCO THE NATIONAL BANK OF KAZAKISTAN ESPOSITO MARCO THE NOMURA TRUST AND BANKING CO LTD ESPOSITO MARCO THE NORTH.TRUST C, SUB-ADV COLLECT FUNDS ESPOSITO MARCO THE PASSIVE GLOBAL SHARE TRUST ESPOSITO MARCO THE PHILLIPS 66 UK PENSION PLAN ESPOSITO MARCO THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ESPOSITO MARCO THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ESPOSITO MARCO THE PRUDENTIAL INVESTMENT PORTFOLIOS INCDRYDEN ACTIVE ALLOCATIONESPOSITO MARCO THE PRUDENTIAL SERIES FUND INC CONSERVATIVE BALANCED PORTFOLIO ESPOSITO MARCO THE PRUDENTIAL SERIES FUND INC-FLEXIBLE MANAGED PORTFOLIO ESPOSITO MARCO THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ESPOSITO MARCO THE RETIREMENT ANN PL FOR EMPL OF THE ARMY&AIR FORCE EX SERV ESPOSITO MARCO THE ROYAL BANK OF SCOTLAND GROUP PENSION FUND ESPOSITO MARCO THE ROYAL BANK OF SCOTLAND GROUP PENSION FUND ESPOSITO MARCO THE SALVATION ARMY OFFICERS' RETIREMENT TRUST FUN ESPOSITO MARCO THE SPRUCEGROVE DELAWARE TRUST ESPOSITO MARCO THE STATE OF CONNECTICUT ACTINGTHROUGH ITS TREASURER ESPOSITO MARCO THE STATE OF CONNECTICUT ACTINGTHROUGH ITS TREASURER ESPOSITO MARCO THE UNIVERSAL INST F INC - GLOBAL TACT ASSET ALL PTF ESPOSITO MARCO THE UNIVERSITY OF ARKANSAS FOUNDATION ESPOSITO MARCO THE WALT DISNEY COMPANY RETIREMENT PLAN MASTER TRUST ESPOSITO MARCO THE WALTON FAMILY FOUNDATION ESPOSITO MARCO THE WELLINGTON TR CO NAT ASS MULT COLLECTIVE INV F TRUST II ESPOSITO MARCO THE WELLINGTON TR CO NAT ASS MULT COLLECTIVE INV F TRUST II ESPOSITO MARCO THE WELLINGTON TR CO NAT ASS MULT COMM, ENDURING ASSETS PTF ESPOSITO MARCO THE WELLINGTON TR COM NATIONAL ASS MULT COLLECT INV F TRUST ESPOSITO MARCO THE WELLINGTON TR COM NATIONAL ASS MULT COLLECT INV F TRUST ESPOSITO MARCO THE WORKERS' COMPENSATION BOARD ESPOSITO MARCO THE XSTRATA CANADA PENSION FUNDS TRUST FOREIGN EQUITY FUND ESPOSITO MARCO THORNBURG GLOBAL INVESTMENT PLC THORNBUR ESPOSITO MARCO THORNBURG INVESTMENT INCOME BUILDER FUND ESPOSITO MARCO THREADNEEDLE GLOBAL EQUITY INCOME FUND ESPOSITO MARCO THREADNEEDLE SPECIALIST INVESTMENT FUNDS ICVC - GLOBAL EQUITY INCOME ESPOSITO FUND MARCO THREADNEEDLE SPECIALIST INVESTMENT FUNDS ICVC - PAN EUROPEANEQUITY ESPOSITO DIVIDEND MARCO FUND

229 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 894 THRIFT SAVINGS PLAN ESPOSITO MARCO TIAA-CREF FUNDS - ENHANCED INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO TIIA-CREF INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO TRADELINK GLOBAL EQUITY MASTER FUND LTD C O M AND C CORPORATE SERVICES ESPOSITO LTDMARCO TRADELINK MASTER FUND LP - MANAGED LONG TERM CO TRADELINK CAPITAL ESPOSITO LLC MARCO TRANSAMERICA ALLIANCEBERNSTEIN DYNAMIC ALLOCATION VP ESPOSITO MARCO TRANSAMERICA BLACKROCK GLOBAL ALLOCATION VP ESPOSITO MARCO TREASURER OF THE STATE OF NORTHCAROLINAEQUITY INVESTMENT FUND POOLED ESPOSITO MARCO TREASURER OF THE STATE OF NORTHCAROLINAEQUITY INVESTMENT FUND POOLED ESPOSITO MARCO TRINITY COLLEGE ESPOSITO MARCO TRUST & CUSTODY SERVICES BANK LTD AS TRUSTEE FOR PENSION INVESTMENT ESPOSITO FUND TRUST MARCONUMBER TRUST AND CUSTODY SERVICED BANK LIMITED ESPOSITO MARCO TRUST AND CUSTODY SERVICED BANK LIMITED ESPOSITO MARCO TRUST AND CUSTODY SERVICED BANK LIMITED ESPOSITO MARCO TRUST AND CUSTODY SERVICES BANK LTD RE NIKKO CS GLOBAL ESPOSITO MARCO TRUST E CUSTODY SERVICES BANK LTD ESPOSITO MARCO TRUST E CUSTODY SERVICES BANK LTD ESPOSITO MARCO TRUST E CUSTODY SERVICES BANK LTD ESPOSITO MARCO TRUST E CUSTODY SERVICES BANK LTD ESPOSITO MARCO TRUST FOR RETIR MED, DENT & LIFE INS ARMY&AIR FORCE EXCH ESPOSITO MARCO TUTMAN B&CE CONTRACTED-OUT PENSION SCHEM ESPOSITO MARCO TYCO ELECTRONICS RETIREMENT SAVINGS AND ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO UBI SICAV ESPOSITO MARCO UBS (IRL) ETF PLC ESPOSITO MARCO UBS (IRL) ETF PLC ESPOSITO MARCO UBS (IRL) INVESTOR SELECTION PLC 1 ESPOSITO MARCO UBS (LUX) EQUITY SICAV ESPOSITO MARCO UBS (LUX) SICAV 1 ESPOSITO MARCO UBS (LUX) SICAV 1 EMU EQUITIES ENHANCED (EUR) ESPOSITO MARCO UBS (LUX) STRATEGY XTRA SICAV ESPOSITO MARCO UBS EQUITY LONG SHOR MULTI-STRATEGY FUND ESPOSITO MARCO

230 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 843 UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS ETF ESPOSITO MARCO UBS FUND MANAGEMENT (SWITZERLAND) AG ESPOSITO MARCO UBS FUND MANAGEMENT(LUXEMBOURG) SA ESPOSITO MARCO UBS GLOBAL ASSET MANAGEMENT LIFE LTD ESPOSITO MARCO UBS GLOBAL ASSET MANAGEMENT LIFE LTD ESPOSITO MARCO UBS MULTI MANAGER ACCESS EMU EQUITIES ESPOSITO MARCO UKA-FONDS ESPOSITO MARCO ULSTER BANK PENSION TRUSTEES LIMITED ESPOSITO MARCO UMC BENEFIT BOARD, INC ESPOSITO MARCO UMC BENEFIT BOARD, INC ESPOSITO MARCO UNI-GLOBAL ESPOSITO MARCO UNION INVESTMENT INSTITUTIONAL GMBH ESPOSITO MARCO UNION INVESTMENT LUXEMBOURG SA ESPOSITO MARCO UNION INVESTMENT PRIVATFONDS GMBH ESPOSITO MARCO UNISUPER ESPOSITO MARCO UNISUPER ESPOSITO MARCO UNITED NATIONS RELIEF AND WORKS FOR PALESTINIAN REFUGEES IN THE NEAR ESPOSITO EAST MARCO UNITED TECHNOLOGIES CORP. MASTER RETIREMENT TR ESPOSITO MARCO UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN ESPOSITO MARCO UNIVERS CNP 1 ESPOSITO MARCO UNIVERSAL INVEST BAYVK A1 FONDS ESPOSITO MARCO UNIVERSAL SHIPOWNERS MARINE INSURANCE ASSOCIATION LIMITED ESPOSITO MARCO UNIVERSE THE CMI GLOBAL NETWORK FUND ESPOSITO MARCO UNIVERSITY OF PITTSBURGH MEDICAL CENTER SYSTE ESPOSITO MARCO UPMC BASIC RETIREMENT PLAN MASTER TRUST ESPOSITO MARCO UPS GROUP TRUST ESPOSITO MARCO URS CORPORATION 401K RETIREMENT PLAN 600 ESPOSITO MARCO USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ESPOSITO MARCO UTAH STATE RETIREMENT SYSTEMS ESPOSITO MARCO Universal-Investment-Gesellschaft mbh on behalf of Universal-OCO-Fonds ESPOSITO MARCO VALIC COMPANY I - INTERNATIONAL EQUITIES FUND ESPOSITO MARCO

231 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions VANGUARD CAPITAL VALUE FUND ESPOSITO MARCO VANGUARD CARBON AWARE INTERNATIONAL SHAR ESPOSITO MARCO VANGUARD EUROPEAN STOCK INDEX FUND ESPOSITO MARCO VANGUARD FID COMPANY EUROPEAN STOCK INDE ESPOSITO MARCO VANGUARD FTSE ALL-WORLD EX US INDEX FUND ESPOSITO MARCO VANGUARD FTSE DEVELOPED EUROPE INDEX ETF ESPOSITO MARCO VANGUARD FUNDS PLC ESPOSITO MARCO VANGUARD FUNDS PLC ESPOSITO MARCO VANGUARD FUNDS PLC ESPOSITO MARCO VANGUARD FUNDS PLC ESPOSITO MARCO VANGUARD FUNDS PLC ESPOSITO MARCO VANGUARD GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO VANGUARD INTERNATIONAL SHARE INDEX FUND ESPOSITO MARCO VANGUARD INV F ICVC- FTSE DEV WOR LD EX - U.K. EQ INDEX F ESPOSITO MARCO VANGUARD INV F ICVC-VANGUARD FTSE DEV EUROPE EX-UK EQ INDEX F ESPOSITO MARCO VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO VANGUARD TAX-MANAGED INTERNATIONAL FUND ESPOSITO MARCO VANGUARD TOTAL INTERNATIONAL STOCK INDEX ESPOSITO MARCO VANGUARD TOTAL WORLD STOCK INDEX FUND ESPOSITO MARCO VANTAGEPOINT INTERNATIONAL FUND ESPOSITO MARCO VANTAGEPOINT OVERSEAS EQUITY INDEX FUND ESPOSITO MARCO VERDIPAPI KLP AKSJEUROPA INDEKS 1 ESPOSITO MARCO VERDIPAPIRFONDET KLP AKSJEGLOBAL 1 ESPOSITO MARCO VERIZON MASTER SAVINGS TRUST. ESPOSITO MARCO VICTORIAN SUPERANNUATION FUND ESPOSITO MARCO VICTORIAN SUPERANNUATION FUND ESPOSITO MARCO VICTORIAN SUPERANNUATION FUND ESPOSITO MARCO VICTORIAN SUPERANNUATION FUND ESPOSITO MARCO VIDENT INTERNATIONAL INDEX FUND ESPOSITO MARCO VINSON AND ELKINS LLP RETIREMENT PLANS MASTER TRUST JPMORGANCHASE ESPOSITO BANK AS MARCO TRUSTEE FOR THE VINSON AND ELK INS LLP RE 2053 VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO VIRTUS ALTERNATIVE INFLATION SOLUTION FUND ESPOSITO MARCO VIRTUS ALTERNATIVE TOTAL SOLUTION FUND ESPOSITO MARCO

232 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions VIRTUS GLOBAL DIVIDEND FUND ESPOSITO MARCO VIRTUS TOTAL RETURN FUND ESPOSITO MARCO VONTOBEL FUND ESPOSITO MARCO VOYA INTERNATIONAL INDEX PORTFOLIO ESPOSITO MARCO VRP 2 ESPOSITO MARCO Voluntary Employees Beneficiary Associat ESPOSITO MARCO WASHINGTON STATE INVESTMENT BOARD ESPOSITO MARCO WASHINGTON STATE INVESTMENT BOARD ESPOSITO MARCO WELLI TRUS NAT ASSOC COMMON TRUST FUNDS ESPOSITO MARCO WELLINGTON MANAGEMENT PORTFOLIOS (DUBLIN) PLC ESPOSITO MARCO WELLINGTON MGMT PTF KY-DIVERSIFIED INFLATION HEDGES PTF-Q INV ESPOSITO MARCO WELLINGTON TR CO NAT ASS MULT COM TR F TR DAILY END ASS PTF ESPOSITO MARCO WELLINGTON TRUST CO NA MULTI. COLLECT. ESPOSITO MARCO WELLINGTON TRUST COMP,COMM TRUST INT OPP ESPOSITO MARCO WELLS FARGO ADVANTAGE ALTERNATIVE STRATEGIES FUND ESPOSITO MARCO WELLS FARGO ADVANTAGE GLOBAL DIVIDEND OPPORTUNITY FUND ESPOSITO MARCO WELLS FARGO ADVANTAGE UTILITIES AND HIGH INCOME FUND ESPOSITO MARCO WELLS FARGO ADVANTAGE UTILITY & TELECOMMUNICATIONS FUND ESPOSITO MARCO WELLS FARGOMASTER TRUST DIVERSIFIED STOCK PORTFOLIO ESPOSITO MARCO WEST MIDLANDS METROPOLITAN AUTHORITI ESPOSITO MARCO WEST YORKSHIRE PENSION FUND ESPOSITO MARCO WESTPAC INTERNATIONAL SHARE INDEX TRUST ESPOSITO MARCO WHEELS COMMON INVESTMENT FUND ESPOSITO MARCO WHEELS COMMON INVESTMENT FUND ESPOSITO MARCO WHEELS COMMON INVESTMENT FUND ESPOSITO MARCO WHOLESALE GLOBAL EQUITY INDEX FUND ESPOSITO MARCO WHOLESALE UNIT TRUST GL. INFASTRUCTURE F ESPOSITO MARCO WHOLESALE UNIT TRUST MSCI GLOB INDEX SHS ESPOSITO MARCO WILLIAM BEAUMONT HOSPITAL ESPOSITO MARCO WILLIAM BEAUMONT HOSPITAL EMPLOYEES' RETIREMENT PLAN ESPOSITO MARCO WILSHIRE INTERNATIONAL EQUITY FUND ESPOSITO MARCO WISDOMTREE DEFA EQUITY INCOME FUND ESPOSITO MARCO WISDOMTREE DEFA FUND ESPOSITO MARCO WISDOMTREE GLOBAL EQUITY INCOME FUND ESPOSITO MARCO WISDOMTREE GLOBAL EX-U.S. UTILITIES FUND ESPOSITO MARCO WISDOMTREE INTERNATIONAL DIVIDEND EX-FINANCIALS FUND ESPOSITO MARCO WISDOMTREE INTERNATIONAL LARGECAP DIVIDEND FUND ESPOSITO MARCO WISDOMTREE ISSUER PUBLIC LIMITED COMPANY ESPOSITO MARCO WM POOL-EQUITIES TRUST NO.42 ESPOSITO MARCO WOODBRIDGE INVESTMENTS CORPORATION ESPOSITO MARCO WORKCOVER CORPORATION OF SOUTH AUSTRALIA ESPOSITO MARCO

233 EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 DECEMBER 2014 Result on the vote on item 1 Proposal of share capital increase, with the exclusion of preemption rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS S.r.l, to be subscribed through the contribution in kind of the stake in Trans Austria Gasleitung GmbH, in addition to necessary and consequent resolutions. 749 WORKERS COMPENSATION INSURANCE FUND ESPOSITO MARCO WSIB INVESTMENTS (PUBLIC EQUITIES) POOLED FUND TRUST ESPOSITO MARCO WSSP INTERNATIONAL EQUITIES TRUST ESPOSITO MARCO WSSP INTERNATIONAL EQUITIES TRUST ESPOSITO MARCO WYOMING RETIREMENT SYSTEM ESPOSITO MARCO WYOMING RETIREMENT SYSTEM ESPOSITO MARCO WYOMING RETIREMENT SYSTEM ESPOSITO MARCO WYOMING RETIREMENT SYSTEM ESPOSITO MARCO WYOMING RETIREMENT SYSTEM ESPOSITO MARCO YOUNG MENS CHRISTIAN ASSOCIATION RETIREM ESPOSITO MARCO YOUNG MENS CHRISTIAN ASSOCIATION RETIREM ESPOSITO MARCO Overview of voters in favour TOTAL IN FAVOUR of which IN PERSON BY PROXY n shareholders for n Shares 59,37 % of the share capital n 3 shareholders for n Shares 0,00 % of the share capital n shareholders for n Shares 59,37 % of the share capital

234 SNAM S.p.A. BYLAWS Chapter I - ESTABLISHMENT AND CORPORATE PURPOSE ARTICLE The Company Snam S.p.A. is governed by these Bylaws. The name may be written in any font in either upper or lower case letters. ARTICLE The corporate purpose is to exercise, directly or indirectly, in Italy and abroad, including through direct or indirect equity investments in companies, entities or enterprises, in regulated activities involving transportation, dispatching, distribution, regasification and storage of hydrocarbons, as well as any other economic activity that is linked through whatever degree of importance to one or more of the activities mentioned above, including the production of hydrocarbons associated with activities for storage thereof, the storage of other gases, the activity of energy metering, as well as the management of organised gas markets; all in observance of the concessions provided for by law. 2.2 In pursuance of the corporate purpose and instrumental thereto, the Company: - may take all actions necessary or appropriate for the achievement of the corporate purpose, by way of example, industrial, commercial, securities, property and financial operations, as assets or liabilities, and any activity that is connected to the achievement of the corporate purpose, including technical and scientific research the acquisition of technical patents related to activities developed and the activities of the study, design, construction, acquisition, management and operation of complex systems of transportation, transportation infrastructure, information technology and telecommunications, with the exception of the collection of public savings and the performance of activities regulated by law on financial intermediation; - shall undertake the technical, industrial and financial coordination of subsidiaries and the provision of the appropriate financial assistance and services by those required; - may engage in activities connected with the protection and restoration of the environment and land conservation; - in its operations will uphold the principles of equal treatment of shippers, transparency, impartiality and neutrality in transporting and dispatching, in compliance with the applicable regulations and provisions of the Law. In particular, the Company, in accordance with the principles of cost-effectiveness, profitability and maximisation of shareholders investment, and without prejudice to the requirements of confidentiality of company data, carries out its corporate purpose with the intention of promoting competition, efficiency and the appropriate levels of quality in providing services. To this end: guarantees impartiality in the management of essential infrastructures for the development of a free energy market; prevents discrimination in the access to commercially sensitive information; prevents the exchange of resources between segments of the supply chains. ARTICLE The Company s head office is in San Donato Milanese, Milan, Piazza Santa Barbara 7. 1

235 3.2 Additional offices, branches, agencies, subsidiaries and representative offices may be established or wound up in Italy and abroad. ARTICLE The duration of the Company is until 31 December 2100 and may be extended one or more times, by resolution of the Shareholders Meeting. Chapter II SHARE CAPITAL OF THE COMPANY ARTICLE The share capital amounts to 3,571,187, (three billion, five hundred seventy one million, one hundred eighty seven thousand, nine hundred ninety four point zero zero), divided into no. 3,381,638,294 (three billion, three hundred eighty-one million, six hundred thirty-eight thousand, two hundred ninety-four) shares with no indication of nominal value. 5.2 The Shareholders Meeting of December 10, 2014 resolved to increase the share capital for consideration, up to a maximum amount of 505,000, (five hundred and five million/00), including the share premium, with the exclusion of pre-emption rights pursuant to Article 2441, paragraph 4, of the Italian Civil Code, reserved to CDP Gas S.r.l., to be paid for via the contribution in kind of the stake in Trans Austria Gasleitung GmbH, a company registered under Austrian law, with registered offices in Vienna at Wiedner Hauptstrasse, registered in the Company Register of the Vienna Commercial Court under no. FN and to take place by 31 March 2015; all of which is subject to the price per share determined by the Board of Directors for the purpose of the share capital increase being equal to or more than 3.60 (three/60) and pursuant to the terms and conditions set forth in the relevant Shareholders Meeting resolution. 5.3 The Shareholders Meeting may decide to increase capital by imposing terms, conditions and procedures. The capital may be increased: with in-kind contributions and credits and by issuing new shares, including special categories, to be allocated for free under Article 2349 of the Italian Civil Code. ARTICLE The shares are registered and may not be split. Each share carries the right to one vote. 6.2 Where a share is jointly owned, the shareholders rights are exercised by a single representative. The provisions regarding representation, legitimation and circulation of the shares envisaged for shares traded on regulated markets are confirmed. 6.3 Payments on shares shall be requested by the Board of Directors on one or more occasions. Default interest on late payments shall be charged at the legal rate of interest and Article 2344 of the Italian Civil Code applies. 6.4 Withdrawal shall be allowed only in those cases envisaged in compulsory provisions of law and in any case, shall not be permitted in the case of extension of the duration, as well introduction, modification or removal of constraints regarding the circulation of shares. 6.5 Shareholder status, in and of itself, implies the unconditional adherence to these Bylaws. 6.6 The domicile of shareholders, other parties with voting rights, directors, auditors and the statutory audit Company, for the purposes of their relations with the Company, is the one indicated in the corporate books or in subsequent notifications sent by said persons. ARTICLE The Company may issue bonds, including convertible bonds or warrant bonds and other certificates of indebtedness in the correct legal forms. 2

236 Chapter III SHAREHOLDERS MEETING ARTICLE Shareholders Meetings shall be either ordinary or extraordinary. 8.2 The ordinary Shareholders Meeting shall be called to approve the financial statements at least once a year, within 180 days of the closing of the financial year, since the Company is required to prepare consolidated financial statements. 8.3 Shareholders Meetings shall be held in Italy. ARTICLE The Shareholders Meeting shall be convened by notice published in terms and manner prescribed by current legislation. Shareholders meetings shall be convened in a single call only. ARTICLE Participation in the Shareholders Meeting is governed by provisions of law, by the Bylaws and by the provisions contained in the notice of call of the Meeting The legitimisation of participation in the Shareholders Meeting is governed by the provisions of the law. Those with voting rights may be represented by written proxy within the legal limits; notice of this proxy may be given by certified . The related documents shall be kept by the Company The Company shall provide space to enable associations of shareholders who fulfil the relevant legal requirements under the terms and conditions agreed upon with their legal representatives from time to time to post notices and to collect proxies on behalf of shareholders who are employees of the Company or its subsidiaries It is the duty of the Chairman of the Shareholders Meeting to ensure the validity of proxies and the right to participation in the Shareholders Meeting The conduct of Shareholders Meetings is governed by meeting regulations approved by the ordinary Shareholders Meeting. ARTICLE The Shareholders Meeting, legally convened and constituted, represents all the shareholders. Its decisions are binding on all the shareholders even if they did not participate in the Meetings, or abstained or voted against them The Shareholders Meeting is chaired by the Chairman of the Board of Directors or, in the event of his absence or impediment, by the person appointed by a majority of the shareholders present The Shareholders Meeting appoints a Secretary, who need not be a shareholder The minutes of the Shareholders Meeting are written by the Secretary and signed by the Secretary and the Chairman; the minutes of the extraordinary Shareholders Meetings are written by a notary and signed by the Chairman. The copies of the minutes certified as correct by their writer and the Chairman constitute the legal record. ARTICLE The validity of the formation of Shareholders Meetings is established by law The Ordinary Shareholders Meeting authorises resolutions concerning disposal, contribution, leasing, usufruct and any other act of disposition, including those that apply to joint ventures, or 3

237 subject to business restrictions or strategically relevant business units involving gas transportation or dispatching activity, notwithstanding the directors responsibility for the acts carried out, pursuant to Article 2364 no. 5 of the Italian Civil Code. Resolutions in such matters are adopted by a favourable vote of shareholders representing at least three-fourths of the capital present at the meeting For other matters within its powers, the ordinary Shareholders Meeting decides with the majorities set by law The extraordinary Shareholders Meeting resolves with a majority of at least three-fourths of the capital present at the meeting The Board of Directors is responsible for passing resolution on the following issues: - a merger in the cases envisaged in Articles 2505 and 2505-bis of the Italian Civil Code, also in the case of de-merger; - opening, modification and closure of additional offices; - reduction of the share capital in the case of withdrawal of shareholders; - amendments of Bylaws to comply with legislative provisions; - transfer of the company's registered office within the domestic territory. Chapter IV BOARD OF DIRECTORS ARTICLE The Company is managed by a Board of Directors made up of no less than five members and no more than nine; their number and their term of office are established by the Shareholders Meeting at the time of appointment Directors may be appointed for a period not exceeding three financial years, which term expires on the date of the Shareholders Meeting called to approve the financial statements for the last year of their term of office; they may be re-elected Pursuant to the pro tempore provisions in force on gender representation, the Board of Directors is appointed by the Shareholders Meeting based on the lists submitted by the shareholders. In these lists, the candidates must be listed by consecutive number. Lists are filed at the registered office by the twenty-fifth day prior to the date of the Shareholders Meeting called to resolve on the appointment of the members of the Board of Directors and made available to the public by the methods provided for by law and by Consob regulations at least twenty-one days prior to the date of the Shareholders Meeting. Each shareholder may submit or be involved in submitting only one list and may vote on only one list, according to the terms provided for by the abovementioned legal and regulatory provisions. Each candidate may run as a candidate on only one list, subject to ineligibility. Only shareholders who alone or together with other shareholders represent at least 2% or are the owners overall of another percentage of shares stipulated by Consob regulations are entitled to submit lists. The ownership of the minimum percentage necessary for the submission of lists is determined considering the shares registered in the shareholder s favour on the date on which the lists are filed at the Company. For purposes of corroborating ownership of the number of shares necessary for the submission of lists, shareholders must produce the respective certification issued in accordance with the law by authorised intermediaries by the deadline provided for publication of the lists by the Company. If there are no more than seven directors on the board, at least one must satisfy the independence criteria established for auditors of listed companies; however, with more than seven directors on the board, at least three must satisfy the independence criteria. Candidates meeting the aforesaid independence requirements must be specifically identified on the lists. 4

238 Pursuant to the Prime Minister's Decree of 25 May 2012 laying down the Criteria, conditions and arrangements for the adoption of the Snam S.p.A. unbundling model pursuant to Article 15 of Law 27 of 24 March 2012, directors may not sit on the administrative board or supervisory board nor hold office in eni S.p.A. or its subsidiaries, nor deal directly or indirectly, on a professional or financial basis, with such companies. All candidates must also meet the honesty requirements provided for by current provisions. In order to comply with applicable regulations on gender representation, in the lists containing three or more candidates, candidates of each gender shall be present, in accordance with the notice of call of the Shareholders Meeting. Where the number of the least represented gender must, by law, be at least three, the presented lists for the appointment of the majority of the Board of Directors members must include at least two candidates of the least represented gender. Together with each list, subject to its admissibility, a curriculum vitae must be filed for each candidate as well as the candidates statements accepting their candidacy and certifying, under their own cognisance, the lack of grounds for ineligibility or incompatibility, as well as the fact that they satisfy the honesty and possible independence requirements. The directors appointed must inform the Company of any loss of the independence and honesty requirements, as well as the occurrence of causes of ineligibility or incompatibility The Board shall periodically evaluate the independence and honesty of the directors, as well as the lack of grounds for ineligibility or incompatibility. In the event a director does not meet or ceases to meet the independence or honesty requirements declared or legally required, or if grounds for ineligibility or incompatibility should exist, the Board shall dismiss the director and replace him/her or ask him/her to desist from the reason of incompatibility within a pre-determined time period, else face dismissal from office Directors shall be elected as follows: a) seven tenths of the directors to be elected shall be taken from the list receiving the majority of the shareholders votes in the consecutive order in which they appear on the list, rounding down to the nearest whole number if the number is a decimal; b) the remaining directors shall be taken from the other lists, which may not be associated in any way, even indirectly, to shareholders who have submitted or voted for the list which came in first in number of votes; for that purpose, the votes won by said lists shall be divided successively by one, two or three, depending on the consecutive number of directors to be elected. The quotients thus obtained shall be assigned progressively to candidates from each of these lists, according to the order shown in them. The quotients thus assigned to candidates from the different lists shall be arranged in a single decreasing gradation. Those obtaining the highest quotients shall be elected. If several candidates obtain the same quotient, the candidate from the list which has not yet elected any director or that has elected the smallest number of directors shall be elected. If none of these lists has yet elected a director or if all have elected the same number of directors, the candidate from the list obtaining the greatest number of votes shall be elected. If the voting on lists is tied and the quotient is also tied, a new vote by the entire Shareholders Meeting shall be held, and the candidate winning a simple majority of votes shall be elected; c) if, after following the procedure described above, the minimum number of independent directors required by the Bylaws is not elected, the quotient of votes to be attributed to each candidate is taken from the lists, dividing the number of votes for each list by the order number of each of these candidates; non-independent candidates with the lowest quotients among the candidates taken from all the lists shall be replaced, starting from the very lowest, by the independent candidates taken from the same list as the candidate being replaced (following the order in which they are listed); otherwise, they shall be replaced by people who meet the independence criteria and appointed in accordance with the procedure mentioned in letter d). If candidates taken from different lists have obtained the same quotient, the candidate from the list from which the highest number of directors has been taken shall be replaced, or, if these numbers of directors are the same, the candidate taken from the list with the fewest votes shall be replaced, or, if the number 5

239 of votes is the same, the candidate who receives the fewest votes in a dedicated resolution by the Shareholders Meeting shall be replaced; c-bis) notwithstanding the procedure described in letters a) and b) above it is not possible to comply with the law on gender representation, the quotient of votes to be attributed to each candidate taken from the lists shall be calculated by dividing the number of votes for each list by the order number of each of these candidates; the candidate of the most represented gender with the lowest quotient among the candidates taken from all the lists shall be replaced, notwithstanding the compliance with the minimum number of independent directors, by the candidate of the least represented gender (with the highest consecutive number) taken from the same list as the replaced candidate; otherwise, the candidate shall be replaced by the person appointed in accordance with the procedure mentioned in letter d). If candidates from different lists have obtained the same lowest quotient, the candidate from the list from which the greater number of directors has been taken shall be replaced, or, if these numbers of directors are the same, the candidate taken from the list with the fewest votes shall be replaced, or, if the number of votes is the same, the candidate who receives the fewest votes in a dedicated resolution by the Shareholders Meeting shall be replaced; d) for the appointment of directors not appointed for any reason by the above procedure, the Shareholders Meeting shall resolve by statutory majority so as to ensure that the composition of the Board of Directors is consistent both with the law and with the Bylaws. Additional binding legal provisions, including regulatory rules, remain unchanged The list voting mechanism applies only for the replacement of the entire Board of Directors Even during its term of office, the Shareholders Meeting may change the number of directors, provided it is within the limit set forth in paragraph one of this Article, respective appointments in accordance with the procedures set forth in Article 13.5 lett. d), above. The term of office of directors thus elected shall expire with those in office If, during the financial year, the office of one or more directors should be vacated, Article 2386 of the Italian Civil Code shall be applied. Compliance with the minimum number of independent directors and with the applicable law on gender representation must in any case be ensured. If the majority of directors should vacate their offices, the entire Board of Directors shall be understood to resign, and the Shareholders Meeting must be called without delay by the Board of Directors in order to replace it The Board of Directors may form internal committees charged with consultative and advisory duties on specific matters. ARTICLE The Board of Directors may appoint the Chairman from among its members if the Shareholders Meeting has not already done so, as well as the Secretary, who need not be a Board Director. The Chairman: - represents the Company pursuant to Article 19 of these Bylaws; - chairs Shareholders Meetings, exercising the functions envisaged in law and in the Shareholders Meeting regulation; - calls and chairs Board of Directors meetings, prepares the agenda and coordinates its tasks; - arranges for adequate information about the topics on the agenda to be provided to the directors. ARTICLE The Board of Directors is convened by the Chairman or, in his absence or impediment, by the Chief Executive Officer, or, finally, in his absence or impediment, by the eldest board member 6

240 whenever he deems suitable or when at least two Board members request a meeting of the Board in writing. The request must indicate the reasons for convening the Board The Board of Directors meets in the location indicated in the notice of call. The notice is usually sent at least five days before the meeting. The Board of Directors meetings may be held via conference call or video conference on condition that all participants are identifiable and can follow the discussion, examine, receive and transmit documents and participate in real time in the discussions. The meeting is considered as having taken place where the Chairman of the meeting and Secretary are located. The Board of Directors shall define additional terms and procedures for convening of its meetings The meetings of the Board of Directors shall be chaired by the Chairman or in his absence or impediment, the Chief Executive Officer or, finally, in case of absence or inability to attend of the latter, by the eldest Board member present. ARTICLE The Board of Directors is invested with full powers for ordinary and extraordinary management of the Company and, in particular, may take all actions it deems necessary for the implementation and achievement of the corporate purpose, excluding only acts that the law or these Bylaws reserve to the Shareholders Meeting. The Board of Directors may delegate its powers to one or more of its members, determining the limits of delegation pursuant to Article 2381 of the Civil Code and appointing the Chief Executive Officer. The Board of Directors may, in any case, issue directives to the Chief Executive Officer and re-assume responsibility for activities delegated. The Board of Directors may also revoke the powers granted at any time, proceeding, in the event of revocation of the powers delegated to the Chief Executive Officer, to appoint a new Chief Executive Officer. The Board of Directors may also establish committees, deciding on their powers and their number of members. The Board, upon proposal of the Chairman, in consultation with the Chief Executive Officer, may confer powers for single acts or categories of acts to other members of the Board of Directors. The Chairman and the Chief Executive Officer, within the powers to them conferred, may give proxies and powers of attorney of the Company, for single acts or categories of acts, to employees of the Company and also third parties The Board of Directors may appoint, as proposed by the Chief Executive Officer, upon agreement with the Chairman, one or more General Managers, defining their powers, subject to verification that they satisfy the legally prescribed integrity requirements. These persons may not hold the posts indicated in Article 13.3 of these Bylaws. The Board of Directors shall periodically evaluate the integrity and the absence of incompatibility of the General Managers. Failure to satisfy the requirements shall result in removal from the position On the occasion of meetings and at least quarterly, the Chairman or any directors granted powers pursuant to this Article shall report to the Board of Directors and the Board of Statutory Auditors on the subsidiaries, overall progress, foreseeable trends, significant economic, financial or asset-related transactions, paying special attention to transactions in which they have an interest either on their own behalf or on behalf of third parties or transactions which are influenced by any party involved in management and oversight The Board of Directors, as proposed by the Chief Executive Officer and upon agreement with the Chairman, subject to prior approval by the Board of Statutory Auditors, shall appoint the Officer in charge of preparing financial reports from among those who satisfy the requirements of professionalism specified below. The Officer in charge of preparing financial reports must be chosen from among people who do not hold any of the posts referred to in Article 13.3 of these Bylaws and who have performed the following activities for at least three years: 7

241 a) director, control or management activity at a company listed on regulated markets in Italy, other states of the European Union or other countries belonging to the OECD which have a share capital of no less than 2 million, or b) audit activity at the companies mentioned under letter a), or c) professional or university teaching activity in finance or accounting, or d) managerial functions at public or private entities with financial, accounting or control responsibilities. The Board of Directors shall ensure that the Officer in charge of preparing financial reports is endowed with adequate powers and means to perform his duties and shall ascertain that the company's administrative and accounting procedures are effectively applied. ARTICLE A Board of Directors meeting is valid if present a majority of members is present Resolutions are adopted by a simple majority of members present and, in the event of a tie, by the meeting chairman s casting vote The minutes of the board meetings are written by the Secretary of the Board of Directors and signed by the Chairman of the meeting and the Secretary Copies of minutes certified by the Chairman of the meeting and the Secretary of the Board of Directors are valid for legal purposes. ARTICLE Board members are entitled to remuneration on an annual basis and for the duration of their office as set by the ordinary Shareholders Meeting when they were appointed; the remuneration so defined is valid until such time as the Shareholders Meeting decides otherwise. Board members also receive reimbursement for expenses arising from their duties Board members with specific duties receive remuneration set by the Board of Directors following the opinion of the Board of Statutory Auditors. ARTICLE Legal representation of the Company before any judicial or administrative authority and before third parties and signing on behalf of the Company are responsibility of both the Chairman and the Chief Executive Officer. Chapter V BOARD OF STATUTORY AUDITORS ARTICLE The Board of Statutory Auditors consists of three effective auditors; two alternate auditors are also appointed. The Shareholders Meeting appoints the auditors and determines their compensation. Statutory auditors are chosen from among those who meet the professionalism and honesty requirements indicated in Decree no. 162 of 30 March 2000 of the Ministry of Justice. Issues set forth in this decree which relate strictly to the Company s activity include: commercial law, business economics and business finance. Likewise, the sector pertaining strictly to the Company s business is the engineering and geology sector Statutory auditors may assume offices as members of management and control bodies of other companies within the limits set by Consob in its regulations, except for the posts referred to in Article 13.3 of these Bylaws. 8

242 20.3 Pursuant to the pro tempore provisions in force on gender representation, the Board of Statutory Auditors is appointed by the Shareholders Meeting based on the lists submitted by the shareholders. In these lists, the candidates must be listed by consecutive number and their number must not be higher than that of the members of the body to be elected. The procedures governed by Article 13.3 of the Bylaws shall apply for the filing, submission and publication of lists. Each shareholder may submit or be involved in submitting only one list and may vote on only one list, according to the terms provided for by the abovementioned legal and regulatory provisions. Only shareholders who alone or together with other shareholders represent at least 2% or are the owners overall of another percentage of shares stipulated by Consob regulations are entitled to submit lists. Each candidate may run as a candidate on only one list, subject to ineligibility. Lists are broken into two sections: the first for candidates to the office of effective auditor, and the second for candidates to the office of alternate auditor. At least the first candidate in each section must be included in the register of statutory auditors and must have a minimum of three years' experience as an auditor. In order to comply with the applicable law on gender representation, lists with candidates for both sections which contain three or more candidates presented for appointment of the majority of the Board of Statutory Auditors members must contain candidates of each gender in the section for the appointment of effective auditors, in accordance with the notice of call of the Shareholders Meeting. If the alternate auditor section of these lists contains two candidates, there must be one of each gender. Two effective auditors and one alternate auditor are taken from the list that wins the majority of the votes. The other effective auditor and the other alternate auditor are appointed pursuant to Article 13.5 letter b), which shall be applied separately to each of the sections into which the other lists are broken down. The Shareholders' Meeting appoints as Chairman of the Board of Statutory Auditors the effective auditor appointed pursuant to Article 13.5 letter b). If according to the above mentioned procedure it is not possible to ensure the compliance with the law on gender representation for the effective auditors, the quotient of votes to be attributed to each candidate taken from the effective auditor sections of the different lists shall be calculated by dividing the number of votes for each list by the order number of each of these candidates; the candidate of the most represented gender with the lowest quotient among the candidates taken from all the lists shall be replaced by the candidate of the least represented gender (with the highest consecutive number) from the same effective auditor section of the list of the replaced candidate, or, failing this, from the alternate auditor section of the same list as the replaced candidate (who, in this case, takes the place of the alternate auditor he/she has just been replaced by). If this procedure fails to ensure the compliance with the law on gender representation, the candidate is replaced by the person appointed by the Shareholders Meeting with the majority of votes set by the law, in such a way as to ensure that the composition of the Board of Statutory Auditors complies with the law and with the Bylaws. Where candidates from different lists have obtained the same quotient, the candidate from the list from which the greater number of Statutory Auditors has been taken shall be replaced, or, if these numbers of Statutory Auditors are the same, the candidate taken from the list with the fewest votes shall be replaced, or, if the number of votes is the same, the candidate who receives the fewest votes in a dedicated resolution by the Shareholders Meeting shall be replaced. For the appointment of Statutory Auditors not appointed for any reason according to the above mentioned procedures, the Shareholders Meeting shall resolve by statutory majority so as to ensure that the composition of the Board of Statutory Auditors complies both with the law and the Bylaws. In the event of the replacement of a statutory auditor from the list that wins the majority of the votes, he/she is replaced by the alternate auditor from the same list; in the event of replacement of a statutory auditor from other lists, he/she is succeeded by the alternate auditor from the those lists. If 9

243 the replacement fails to ensure the compliance with the law on gender representation, a Shareholders Meeting must be called as soon as possible to this end. The list voting procedure applies only for the replacement of the entire Board of Statutory Auditors. Additional binding legal provisions, including regulatory rules, remain unchanged Outgoing statutory auditors may be re-elected Upon notice to the Chairman of the Board of Directors, the Board of Statutory Auditors may call Shareholders Meetings and Board of Directors meetings. The power to call Board of Directors meetings may be exercised individually by each member of the Board of Statutory Auditors; power to call Shareholders Meetings must be exercised by at least two members of the Board The Board of Statutory Auditors may meet via conference call or videoconferencing, providing that all participants are identifiable and can follow the discussion, examine, receive and transmit documents and participate in real time in the discussions. A session is considered held if it takes place where the Chairman of the Board of Statutory Auditors and the Secretary, if appointed, are located. Chapter VI FINANCIAL STATEMENT, PROFITS AND DIVIDENDS ARTICLE The Company s financial year runs from 1 January to 31 December of each year. At the end of each financial year the Board of Directors prepares the financial statements as required by law The net profit shown in the financial statements and properly approved will be distributed: - up to 5% to legal reserves until this reaches the limit set by law; - the remainder will be distributed to shares, except as otherwise resolved by the Shareholders Meeting. Dividends not collected within five years of the date on which they became payable revert to the Company. The Board of Directors may agree a dividend payment on account in the course of financial year. Chapter VII LIQUIDATION AND WIND-UP ARTICLE The liquidation and wind-up of the Company is governed by the relevant laws. Chapter VIII GENERAL PROVISIONS ARTICLE All matters not expressly covered or not otherwise regulated by the Bylaws are governed by provisions of law. 10