Index No. 11634 Folder No. 6003 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 3,571,187,994.00 euros, fully paid in, tax code and Milan Business Register no. 13271390158, registered in the Economic and Administrative Register of Milan under no. 1633443 (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#
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 10.05 (five past ten) a.m., Mr. Lorenzo Bini Smaghi took the chair of the meeting, pursuant to art. 11.2 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#
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#
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 3,571,187,994.00 euros, divided into 3,381.638.294 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#
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#
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#
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#
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#
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#
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. 2343 subsection 1 of the Italian Civil Code #p#
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 2014. 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#
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#
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#
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 10.35 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#
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 505,000,000.00 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 122567 x #p#
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#
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: 505,000,000.00 (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#
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: 505,000,000.00 - (119,000,000 multiplied by the Share Price) up to a maximum of 76,600,000.00 (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#
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 3,571,187,994.00 (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 505,000,000.00 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 122567 x and to be executed by 31 March 2015; all provided that the price per share determined by the Board #p#
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. 2349 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#
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#
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. 11971 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 7 20097 San Donato Milanese (Milan) Share Capital 3,571,187,994.00 i.v. VAT no., Tax Code and Milan Company Register no. 13271390158 This document is available at the registered offices of Snam S.p.A., and on the Snam S.p.A. website (www.snam.it) 1
TABLE OF CONTENTS 1. INTRODUCTION... 3 2. DESCRIPTION OF THE TRANSACTION... 7 3. PURPOSES OF THE CONTRIBUTION, ALLOCATION OF THE SHARE CAPITAL INCREASE, AND EFFECTS ON THE ISSUER S MANAGEMENT PROGRAMS... 10 3.1 Valuation Criteria... Errore. Il segnalibro non è definito. 3.2 Valuation of the Stake in TAG... 12 3.3 Fairness of the Issue Price of the New Shares resulting from the Share Capital Increase... 12 4. NUMBER, CATEGORY, ISSUE DATE AND ISSUE PRICE OF THE NEW SHARES RESULTING FROM THE SHARE CAPITAL INCREASE... 14 5. TAX EFFECTS OF THE TRANSACTION ON THE ISSUER... 15 6. SHAREHOLDERS STRUCTURE OF THE ISSUER FOLLOWING THE SHARE CAPITAL INCREASE... 15 7. AMENDMENTS TO THE BYLAWS... 16 8. FULFILMENTS AND TIMING... 17 2
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 505,000,000.00 (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. 07756511007, registered in the Rome Company Register under no. 80199230584. 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. 11636031004, 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. 12084871008, 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 112-116 and 119 of the Gaswirtschaftsgesetz 2011, issued by E-Control, of which TAG was notified on 18 July 2014. 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
writing by the Parties; the deadline by which the execution of the Transaction must take place is 31 March 2015. 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 269,529,300.00 (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 285,504,000.00 (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 76,600,000.00 (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
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 505,000,000.00 (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 http://www.snam.it/export/sites/snam/repository/file/governance/procedure/operazione_parti_correl 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. 11971 of 14 May 1999, as subsequently amended and supplemented. Related-Party Transactions Regulations means the regulations adopted by Consob with Resolution no. 17221 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 2.3. 5
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. 1327139158. 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 76,566.31 and paid in in the amount of 22,061.69, registered in the Company Register of the Vienna Commercial Court under no. FN 122567 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 112-116 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 2014. 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
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 2014. 2. 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 505,000,000.00 (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
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: 505,000,000.00 (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: 505,000,000.00 (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. 76,600,000.00 (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
lower than 505,000,000.00 (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. 505,000,000.00 (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 505,000,000.00 (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
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 2015. 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 2014. 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 2014. 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
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 2022. 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
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 2016. 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 466-598 million 461-591 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 505,000,000.00 (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 505,000,000.00 (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 2014. 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
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
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: 505,000,000.00 (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: 505,000,000.00 (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. 76,600,000.00 (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
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 200.00 [two hundred], pursuant to Article 4, paragraph 1, number 5, of the tariff part I, annex to the D.P.R. 26.4.1986 no. 131. 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. 26.10.1972 no. 633. 6. 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 1,014,491,489 28.99% ENI S.p.A. 288,683,602 8.25% CDP GAS 119,000,000 3.4% 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
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 3,571,187,994.00 (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 505,000,000.00 (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 122567 and to take place by 31 March 2015; all of 16
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 2015. 17
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 505,000,000.00 (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 122567 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
(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: 505,000,000.00 (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 76,600,000.00 (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 3,571,187,994.00 (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 505,000,000.00 (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
Hauptstrasse, registered in the Company Register of the Vienna Commercial Court under no. FN 122567 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
ENGLISH TRANSLATION OF THE SWORN VALUATION REPORT 14.10.2014 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. 66425 published on the Official Journal (Gazzetta Ufficiale) n. 59 bis of 1.08.1995, 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. 2343 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 577.493.000. 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 515.239.000. 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. 2343 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.
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)
Reconta Ernst & Young S.p.A. Via Confienza, 10 10121 Torino Tel: +39 011 5161611 Fax: +39 011 5612554 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. 11971 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: 00198 Roma - Via Po, 32 Capitale Sociale 1.402.500,00 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 00434000584 P.IVA 00891231003 Iscritta all Albo Revisori Contabili al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998 Iscritta all Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n.10831 del 16/7/1997 A member firm of Ernst & Young Global Limited
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 505,000,000.00 (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.
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 2015. 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. 17221 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
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 505,000,000.00 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 76,600,000.00 (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
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 2014. 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;
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 2014 2022 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.
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 2022. 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.
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 461 598 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 476-581 million for the valuation of 89.22% of TAG, issuing the related fairness opinion related to the suitability of the price Euro 505,000,000.00. The Directors Report explains that the Parties have determined for the Stake in TAG a consideration of Euro 505,000,000.00 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 577,493,000.00 as of 30 June 2014. 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 515,239,000.00. 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.
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 2013. We have reviewed the interim condensed consolidated financial statements of Snam and its subsidiaries as of 30 June 2014. 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.
11 7.2 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;
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.
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.
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 20.503 Shares 0,00 % of the share capital By proxy n 1.733 for n 2.009.296.843 Shares 59,42 % of the share capital TOTAL PRESENT n 1.736 for n 2.009.317.346 Shares 59,42 % of the share capital Quorum for approval n 1.506.988.008 Votes in favour (Equals to 3/4 of the Shares Present) Result of the vote IN FAVOUR n 1.728 Shareholders for n 2.007.579.894 Shares 59,37 % of the share capital AGAINST n 5 Shareholders for 336.046 Shares 0,01 % of the share capital ABSTAINED n 3 Shareholders for 1.401.406 Shares 0,04 % of the share capital TOTAL VOTERS n 1.736 Shareholders for 2.009.317.346 Shares 59,42 % of the share capital NON VOTERS n 0 Shareholders for 0 Shares 0,00 % of the share capital TOTAL PRESENT n 1.736 Shareholders for 2.009.317.346 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 3 2 5 5
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 50.335 50.335 1682 FONDS DE SOLIDARITE DES TRAV.QUEBEC FTQ ESPOSITO MARCO 57.055 57.055 619 GABELLI UTILITIES FUND ESPOSITO MARCO 2.000 2.000 589 OBLATE INTERNATIONAL PASTORAL INVESTMENT TRUST ESPOSITO MARCO 146.656 146.656 620 THE GABELLI GLOBAL UTILITY & INCOME TRUST ESPOSITO MARCO 80.000 80.000 Overview of voters against TOTAL AGAINST of which n 5 shareholders for n 336.046 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 336.046 Shares 0,01 % of the share capital
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. 102 102 694 NATIONAL PENSION SERVICE ESPOSITO MARCO 454.819 454.819 695 NATIONAL PENSION SERVICE ESPOSITO MARCO 946.485 946.485 overview of abstainers TOTAL ABSTAINERS of which n 3 shareholders for n 1.401.406 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 1.401.406 Shares 0,04 % of the share capital
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
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 500 500 1080 PARADISO ANNA 20.000 20.000 1027 REALE DAVIDE GIORGIO 3 3 1766 CDP RETI SRL HOFFMANN GIULIO 1.014.491.489 1.014.491.489 1669 1290 FUNDS - 1290 SMARTBETA EQUITY FUND ESPOSITO MARCO 3.000 3.000 1229 1999 Voluntary Employees' Beneficiary ESPOSITO MARCO 6.385 6.385 1770 71 SOUTH PARTNERS LLC ESPOSITO MARCO 12.565 12.565 1698 8221103 CANADA INC. ESPOSITO MARCO 89.295 89.295 1138 A I DUPONT TESTAMENTARY TRUST ESPOSITO MARCO 71.346 71.346 258 AA AMUNDI ISR ESPOSITO MARCO 142.221 142.221 260 ABELIO-SR ESPOSITO MARCO 75.208 75.208 854 ABU DHABI INVESTMENT AUTHORITY ESPOSITO MARCO 6.154 6.154 1290 ABU DHABI RETIREMENT PENSION FUND ESPOSITO MARCO 131.898 131.898 173 ACHMEA PENSIOEN EN LEVENSVERZEKERINGEN N.V. ESPOSITO MARCO 66.380 66.380 174 ACHMEA PENSIOEN EN LEVENSVERZEKERINGEN N.V. ESPOSITO MARCO 282.585 282.585 175 ACHMEA VARIABLE SECURITIES HEALTH FUND ESPOSITO MARCO 26.364 26.364 1266 ACT CHIEF MINISTER, TREASURY AND ECONOMI ESPOSITO MARCO 67.834 67.834 905 ACWI EX-US INDEX MASTER PORTFOLIO OF MASTER INVESTMENT PTF ESPOSITO MARCO 49.168 49.168 143 ADEPT INVESTMENT MANAGEMENT PLC ESPOSITO MARCO 4.060 4.060 1541 ADVANCE INTERNATIONAL SHARE INDEX FUND ESPOSITO MARCO 57.147 57.147 128 ADVANCED SERIES TRUST AST GOLDMAN SACHS MULTI ASSET PORTFOLIO ESPOSITO MARCO 30.966 30.966 1343 ADVISOR MANAGED TRUST - TACTICAL OFFENSI ESPOSITO MARCO 43.627 43.627 32 AEGON CUSTODY B.V ESPOSITO MARCO 22.852 22.852 33 AEGON CUSTODY B.V ESPOSITO MARCO 481.571 481.571 1429 AFS GLOBAL LISTED INFRASTRUCTURE FUND 1 ESPOSITO MARCO 129.894 129.894 1375 AGI FONDS ELBFLORENZ ESPOSITO MARCO 6.646 6.646 1063 AGI FRANCE ESPOSITO MARCO 25.000 25.000 1358 AIM CRISTAL FCP ESPOSITO MARCO 129.021 129.021 1919 AIR CANADA PENSION MASTER TRUSTFUND ESPOSITO MARCO 506.578 506.578 85 AK STEEL CORPORATION MASTER PENSION TRUST ESPOSITO MARCO 10.272 10.272 1394 AKTIEN EUROPA 2 ESPOSITO MARCO 952.000 952.000 943 ALAMEDA COUNTY EMPLOYEES' RETIREMENT ASSOCIATION ESPOSITO MARCO 95.124 95.124 723 ALASKA COMMON TRUST FUND ESPOSITO MARCO 50.312 50.312 1923 ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO 518.960 518.960 1924 ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO 65.049 65.049 1925 ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO 18.332 18.332
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. 1926 ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO 269.671 269.671 1927 ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO 1.259.200 1.259.200 1928 ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO 156.849 156.849 1929 ALASKA PERMANENT FUND CORPORATION ESPOSITO MARCO 594.382 594.382 552 ALLIANCEBERNST VAR PROD SER F INC.ALLIANCEB DYN ASSET ALL PTF ESPOSITO MARCO 6.059 6.059 547 ALLIANCEBERNSTEIN BOND F - ALLIANCEBERNSTEIN REAL AS STR ESPOSITO MARCO 165.970 165.970 551 ALLIANCEBERNSTEIN COLLECTIVE INVESTMENT TRUST SERIES ESPOSITO MARCO 9.840 9.840 546 ALLIANCEBERNSTEIN GLOBAL RISK ALLOCATION FUND INC ESPOSITO MARCO 14.525 14.525 668 ALLIANCEBERNSTEIN INTERNATIONAL ALL-COUNTRY PASSIVE SERIES ESPOSITO MARCO 49.100 49.100 1381 ALLIANZ GI FONDS D300 ESPOSITO MARCO 448.371 448.371 1389 ALLIANZ GI FONDS PKM DEGUSSA ESPOSITO MARCO 10.658 10.658 1727 ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO 92.500 92.500 1729 ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO 113.100 113.100 1732 ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO 170.500 170.500 1735 ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO 25.000 25.000 1736 ALLIANZ GLOBAL INVESTORS EUROPE ESPOSITO MARCO 598.800 598.800 129 ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO 1.331.270 1.331.270 132 ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO 126.311 126.311 133 ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO 534.640 534.640 134 ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO 202.574 202.574 135 ALLIANZ GLOBAL INVESTORS EUROPEGMBH ESPOSITO MARCO 406.790 406.790 127 ALLIANZ GLOBAL INVESTORS EUROPEGMBH ALD FONDS ESPOSITO MARCO 699.783 699.783 131 ALLIANZ GLOBAL INVESTORS EUROPEGMBH ALD FONDS ESPOSITO MARCO 109.580 109.580 835 ALLIANZ GLOBAL INVESTORS FUND ESPOSITO MARCO 7.414.062 7.414.062 1344 ALLIANZ GLOBAL INVESTORS PREMIER ESPOSITO MARCO 270.561 270.561 833 ALLIANZ STIFTUNGSFONDS NACHHALTIGKEIT ESPOSITO MARCO 79.376 79.376 1601 ALLIANZ UK & EUROPEAN INVESTMENT FUNDS - ESPOSITO MARCO 210.440 210.440 606 ALLIANZGI BEST STYLES GLOBAL EQUITY FUND ESPOSITO MARCO 7.441 7.441 1745 ALLIANZGI FONDS AFE ESPOSITO MARCO 65.822 65.822 1382 ALLIANZGI FONDS AKTIEN EUROPA ESPOSITO MARCO 47.000 47.000 1388 ALLIANZGI FONDS ALLRA ESPOSITO MARCO 20.009 20.009 1379 ALLIANZGI FONDS BFKW ESPOSITO MARCO 23.653 23.653 1746 ALLIANZGI FONDS DBS ESPOSITO MARCO 19.932 19.932 1734 ALLIANZGI FONDS DREDOK ESPOSITO MARCO 126.691 126.691 1374 ALLIANZGI FONDS DUNHILL ESPOSITO MARCO 18.575 18.575 1376 ALLIANZGI FONDS FAM ESPOSITO MARCO 14.355 14.355 1380 ALLIANZGI FONDS HAMONUS ESPOSITO MARCO 5.300 5.300 1377 ALLIANZGI FONDS INP ESPOSITO MARCO 15.039 15.039 1384 ALLIANZGI FONDS INTER KV ESPOSITO MARCO 18.214 18.214 1391 ALLIANZGI FONDS KHP 1 ESPOSITO MARCO 3.853 3.853 1390 ALLIANZGI FONDS MAV ESPOSITO MARCO 19.477 19.477
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. 1747 ALLIANZGI FONDS PAK ESPOSITO MARCO 16.599 16.599 1728 ALLIANZGI FONDS PENSIONS ESPOSITO MARCO 14.125 14.125 1739 ALLIANZGI FONDS PF1 ESPOSITO MARCO 18.544 18.544 1740 ALLIANZGI FONDS PF1 ESPOSITO MARCO 998.288 998.288 1744 ALLIANZGI FONDS PF1 ESPOSITO MARCO 41.737 41.737 1737 ALLIANZGI FONDS PF2 ESPOSITO MARCO 25.393 25.393 1742 ALLIANZGI FONDS PF2 ESPOSITO MARCO 26.624 26.624 1738 ALLIANZGI FONDS PTV2 ESPOSITO MARCO 11.830 11.830 1743 ALLIANZGI FONDS PTV2 ESPOSITO MARCO 20.777 20.777 1387 ALLIANZGI FONDS PUK ESPOSITO MARCO 6.722 6.722 1378 ALLIANZGI FONDS RBB ESPOSITO MARCO 131.049 131.049 1748 ALLIANZGI FONDS STIFTUNGSFONDS WISSENSCH ESPOSITO MARCO 63.748 63.748 1386 ALLIANZGI FONDS VKS ESPOSITO MARCO 7.687 7.687 1731 ALLIANZGI H ESPOSITO MARCO 178.984 178.984 1733 ALLIANZGI H ESPOSITO MARCO 155.876 155.876 1741 ALLIANZGI SVKK ESPOSITO MARCO 9.243 9.243 169 ALLIED WORLD ASSURANCE COMPANY HOLDINGS LTD ESPOSITO MARCO 137.725 137.725 580 ALPS REAL ASSET INCOME FUND ESPOSITO MARCO 13.200 13.200 396 ALPS STOXX EUROPE 600 ETF ESPOSITO MARCO 1.200 1.200 633 AMERICAN FUNDS INSURANCE SERIES CAPITAL INCOME BUILDER ESPOSITO MARCO 72.575 72.575 632 AMERICAN FUNDS INSURANCE SERIES GLOBAL GROWTH FUND ESPOSITO MARCO 400.000 400.000 592 AMERICAN HEART ASSOCIATION ESPOSITO MARCO 3.359 3.359 593 AMERICAN HEART ASSOCIATION ESPOSITO MARCO 4.151 4.151 1241 AMERICAN HONDA MOTOR CO RETIREMENT ESPOSITO MARCO 72.901 72.901 621 AMERICAN INTERNATIONAL GROUP INC RETIREMENT PLAN ESPOSITO MARCO 46.455 46.455 1421 AMP CAPITAL SPECIALIST INTERNATIONAL SHA ESPOSITO MARCO 51.388 51.388 1425 AMP GLOBAL LISTED INFRAST INDEX FUND HED ESPOSITO MARCO 255.186 255.186 1415 AMP INT EQ IND FD HEDGED ESPOSITO MARCO 25.290 25.290 1417 AMP INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO 235.567 235.567 1371 AMUNDI ESPOSITO MARCO 4.292.221 4.292.221 244 AMUNDI ACTIONS INTLES SMART BE ESPOSITO MARCO 15.326 15.326 204 AMUNDI FUNDS INDEX EQUITY EURO ESPOSITO MARCO 92.372 92.372 207 AMUNDI FUNDS INDEX EQUITY WORLD ESPOSITO MARCO 8.124 8.124 205 AMUNDI FUNDS INDEX EUROPE ACCOUNT ESPOSITO MARCO 159.966 159.966 206 AMUNDI SIF EUROPEAN EQUITY INDEX FUND ESPOSITO MARCO 5.303 5.303 209 AMUNDI SIF GLOBAL ETHICAL EQUITIES ESPOSITO MARCO 14.201 14.201 139 ANALYTIC GLOBAL LOW VOLATILITY FUND LP ESPOSITO MARCO 45.040 45.040 652 ANCHOR SERIES TRUST GROWTH PORTFOLIO ESPOSITO MARCO 275.739 275.739 19 AQR ABSOLUTE RETURN MASTER ACCOUNT LP ESPOSITO MARCO 628.918 628.918 1012 AQR FUNDS - AQR EQUITY MARKET NEUTRAL FUND ESPOSITO MARCO 6.924 6.924 1666 AQR FUNDS AQR TAX-MANAGED INTL MOMENTUM ESPOSITO MARCO 36.381 36.381
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. 1009 AQR FUNDS- AQR STYLE PREMIA ALTERNATIVE FUND ESPOSITO MARCO 130.098 130.098 1013 AQR FUNDS- AQR STYLE PREMIA ALTERNATIVE LV FUND ESPOSITO MARCO 3.821 3.821 1608 AQR GLOBAL EQUITY FUND ESPOSITO MARCO 218.035 218.035 18 AQR GLOBAL STOCK SELECTION MASTER ACCOUNT LP ESPOSITO MARCO 293.676 293.676 585 AQR INTERNATION EQUITY FUND II, L.P. ESPOSITO MARCO 81.689 81.689 1610 AQR INTERNATIONAL EQUITY FUND ESPOSITO MARCO 517.305 517.305 1609 AQR INTERNATIONAL MOMENTUM FUND ESPOSITO MARCO 58.076 58.076 1010 AQR MULTI-STRATEGY FUND VI, L.P. ESPOSITO MARCO 485.574 485.574 480 AQR STYLE PREMIA MASTER ACCOUNT LP C/O OGIER FIDUCIARY SERVICES (CAYMAN) ESPOSITO LIMITED MARCO 1.445.496 1.445.496 836 AQR UCITS FUNDS II ESPOSITO MARCO 732 732 1071 ARCALIS VINCENT FALANTIN ESPOSITO MARCO 50.000 50.000 584 ARCHITAS MULTI-MANAGER GLOBAL FUNDS UNIT TRUST ESPOSITO MARCO 31.776 31.776 283 AREGE 2IC ESPOSITO MARCO 75.649 75.649 576 ARIEL GLOBAL EQUITY FUND ESPOSITO MARCO 56.889 56.889 575 ARIEL INTERNATIONAL EQUITY FUND ESPOSITO MARCO 26.011 26.011 2019 ARIZONA PSPRS TRUST ESPOSITO MARCO 87.264 87.264 500 ARKWRIGHT, LLC ESPOSITO MARCO 5.465 5.465 502 ARKWRIGHT, LLC ESPOSITO MARCO 4.226 4.226 1932 ARROWSTREET MULTI STRATEGY UMBRELLA PLC ESPOSITO MARCO 1.045.608 1.045.608 2022 ARROWSTREET US GROUP TRUST ESPOSITO MARCO 46.221 46.221 2023 ARROWSTREET US GROUP TRUST ESPOSITO MARCO 194.937 194.937 1182 ASCENSION ALPHA FUND LLC ESPOSITO MARCO 201.460 201.460 603 ASCENSION HEALTH MASTER PENSION TRUST ESPOSITO MARCO 124.350 124.350 775 ASIAN DEVELOPMENT BANK ESPOSITO MARCO 26.520 26.520 1573 ASPIRIANT RISK MANAGED GLOBAL EQUITY FUND ESPOSITO MARCO 30.622 30.622 1763 ASR LEVENSVERZEKERING N.V. ESPOSITO MARCO 674.707 674.707 218 ASSISTANCE PROTECTION JURIDIQUE ESPOSITO MARCO 83.000 83.000 1696 ASSOCIATION BIENF RETR POL VILLE MONTREA ESPOSITO MARCO 123.372 123.372 235 ASSURANCES BANQUE POPULAIRE IARD ESPOSITO MARCO 10.000 10.000 224 ASSURDIX ESPOSITO MARCO 277.801 277.801 148 ASTON/PICTET INTERNATIONAL FUND ESPOSITO MARCO 19.809 19.809 2028 AT&T UNION WELFARE BENEFIT TRUST ESPOSITO MARCO 97.983 97.983 246 ATOUT EUROLAND CORE + ESPOSITO MARCO 1.229.758 1.229.758 223 ATOUT EUROPE MONDE ESPOSITO MARCO 473.545 473.545 241 ATOUT EUROPE SMART BETA ESPOSITO MARCO 46.638 46.638 1532 AUSCOAL SUPERANNUATION FUND ESPOSITO MARCO 1.666.882 1.666.882 1412 AUSTRALIAN CATHOLIC SUPERAN RETIREM FUND ESPOSITO MARCO 13.018 13.018 37 AVIVA INVESTORS INTERNATIONAL INDEX TRACKING FUND ESPOSITO MARCO 41.921 41.921 1749 AVIVA LIFE & PENSIONS UK LIMITED ESPOSITO MARCO 45.264 45.264 1750 AVIVA LIFE & PENSIONS UK LIMITED ESPOSITO MARCO 19.023 19.023 1751 AVIVA LIFE & PENSIONS UK LIMITED ESPOSITO MARCO 25.434 25.434
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. 1752 AVIVA LIFE & PENSIONS UK LIMITED ESPOSITO MARCO 25.198 25.198 1753 AVIVA LIFE AND PENSIONS UK LIMITED ESPOSITO MARCO 736.670 736.670 1424 AVSUPER FUND ESPOSITO MARCO 32.352 32.352 1549 AXA EQUITABLE LIFE INSURANCE CO ESPOSITO MARCO 31.583 31.583 1355 AXA GENERATION EQUILIBRE 2 FCPE ESPOSITO MARCO 179.000 179.000 729 AXA IM ACWI SMARTBETA EQUITY FUND ESPOSITO MARCO 21.000 21.000 1372 AXA INVESTMENT MANAGERS ESPOSITO MARCO 1.120.000 1.120.000 1410 AXA LEBEN AG ESPOSITO MARCO 159.000 159.000 1411 AXA LEBEN AG ESPOSITO MARCO 30.000 30.000 1409 AXA VERSICHERUNGEN AG ESPOSITO MARCO 27.000 27.000 831 AXA WORLD FUNDS ESPOSITO MARCO 36.000 36.000 832 AXA WORLD FUNDS ESPOSITO MARCO 2.593.883 2.593.883 1934 AZL BLACKROCK GLOBAL ALLOCATIONFUND ESPOSITO MARCO 79.899 79.899 1933 AZL INTERNATIONAL INDEX FUND ESPOSITO MARCO 135.981 135.981 1134 Acorn 1998 Trust ESPOSITO MARCO 1.667 1.667 1111 Anne Ray Charitable Trust ESPOSITO MARCO 57.465 57.465 106 BAILLIE GIFFORD DIVERSIFIED GROWTH FUND ESPOSITO MARCO 3.784.241 3.784.241 1509 BANCO CENTRAL DE TIMOR EST ESPOSITO MARCO 171.907 171.907 1520 BANCO CENTRAL DE TIMOR EST ESPOSITO MARCO 168.650 168.650 1196 BANK OF BOTSWANA ESPOSITO MARCO 267.860 267.860 1081 BANQUE DE LUXEMBOURG - TAXABLE CLIENT ACCOUNT ESPOSITO MARCO 1.322.622 1.322.622 1314 BBH LUX FOR FIDELITY FUNDS FUTURES OVERLAY POOL ESPOSITO MARCO 3.334.520 3.334.520 64 BBVA BONO 2007 C FI ESPOSITO MARCO 1.006.300 1.006.300 1154 BEAT DRUGS FUND ASSOCIATION ESPOSITO MARCO 3.014 3.014 1676 BELL ALIANT REGIONAL COMMUNICATIONS INC ESPOSITO MARCO 178.527 178.527 1677 BELL ALIANT REGIONAL COMMUNICATIONS INC ESPOSITO MARCO 589.421 589.421 2001 BELL ATLANTIC MASTER TRUST ESPOSITO MARCO 723.010 723.010 2002 BELL ATLANTIC MASTER TRUST ESPOSITO MARCO 21.853 21.853 1936 BELLSOUTH CORPORATION RFA VEBA TRUST ESPOSITO MARCO 60.547 60.547 732 BEST INVESTMENT CORPORATION ESPOSITO MARCO 112.504 112.504 1688 BETASHARES CUSTOM PORTFOLIO SOLUTIONS ESPOSITO MARCO 17.494 17.494 912 BGI MSCI EAFE EQUITY INDEX NON-LENDABLE FUND B ESPOSITO MARCO 681.219 681.219 913 BGI MSCI EMU IMI INDEX FUND B ESPOSITO MARCO 2.145 2.145 911 BGI MSCI EUROPE EQUITY INDEX FUND B ESPOSITO MARCO 637.956 637.956 746 BIMCOR GLOBAL DIVIDEND YIELD POOLED FUND ESPOSITO MARCO 112.429 112.429 170 BIP BERMUDA HOLDINGS I LIMITED ESPOSITO MARCO 944.200 944.200 1141 BJC Health System ESPOSITO MARCO 279.720 279.720 1140 BJC PENSION PLAN TRUST ESPOSITO MARCO 180.500 180.500 1002 BLACKROCK AM DE FOR ISHARES EURO STOXX UCITS ETF (DE) ESPOSITO MARCO 602.349 602.349 1007 BLACKROCK AM DE FOR ISHARES STOXX EUROPE 600 UCITS ETF (DE) ESPOSITO MARCO 997.598 997.598 1005 BLACKROCK AM DE FOR ISHS EURO STOXX SELECT DIV 30 UCITS ETF DE ESPOSITO MARCO 1.764.574 1.764.574
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. 1003 BLACKROCK AM DE FOR ISHS STOXX EU SELECT DIV 30 UCITS ETF (DE) ESPOSITO MARCO 4.863.092 4.863.092 1004 BLACKROCK AM DE FOR ISHS STOXX EUROPE LARGE 200 UCITS ETF (DE) ESPOSITO MARCO 18.048 18.048 896 BLACKROCK CDN ACWI ALPHA TILTS FUND ESPOSITO MARCO 7.137 7.137 899 BLACKROCK CDN GLOBAL INFRASTRUCTURE EQUITY INDEX FUND ESPOSITO MARCO 1.032.501 1.032.501 895 BLACKROCK CDN MSCI EAFE EQUITY INDEX FUND ESPOSITO MARCO 589.419 589.419 898 BLACKROCK CDN MSCI EAFE INDEX PLUS FUND ESPOSITO MARCO 29.555 29.555 897 BLACKROCK CDN WORLD INDEX FUND ESPOSITO MARCO 40.439 40.439 1517 BLACKROCK FISSION INDEXED INTL EQUITY FD ESPOSITO MARCO 122.129 122.129 1052 BLACKROCK GLOBAL ALLOC VI FUND OF BR VARIABLE SERIES F ESPOSITO MARCO 1.237.680 1.237.680 1049 BLACKROCK GLOBAL ALLOCATION FUND ESPOSITO MARCO 5.583.514 5.583.514 1054 BLACKROCK GLOBAL ALLOCATION FUND (AUST) LEVEL 18 ESPOSITO MARCO 106.237 106.237 1051 BLACKROCK GLOBAL ALLOCATION PORTFOLIO OF BR SERIES FUND ESPOSITO MARCO 27.271 27.271 80 BLACKROCK GLOBAL FUNDS ESPOSITO MARCO 2.386.344 2.386.344 81 BLACKROCK GLOBAL FUNDS ESPOSITO MARCO 158.317 158.317 837 BLACKROCK GLOBAL INDEX FUNDS ESPOSITO MARCO 39.713 39.713 838 BLACKROCK GLOBAL INDEX FUNDS ESPOSITO MARCO 357.513 357.513 1513 BLACKROCK GLOBAL LISTED INFRASTRUCTURE F ESPOSITO MARCO 27.389 27.389 914 BLACKROCK GLOBAL MARKET INSIGHT FUND B ESPOSITO MARCO 61.370 61.370 1590 BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO 644.537 644.537 1591 BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO 15.456 15.456 1592 BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO 38.526 38.526 1593 BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO 102.499 102.499 1594 BLACKROCK INDEX SELECTION FUND ESPOSITO MARCO 766.901 766.901 1527 BLACKROCK INDEXED ALL-COUNTRY EQUITY FUN ESPOSITO MARCO 9.771 9.771 873 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 3.003.321 3.003.321 874 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 349.755 349.755 875 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 183.522 183.522 876 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 205.243 205.243 886 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 5.259.904 5.259.904 887 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 84.734 84.734 888 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 344.369 344.369 889 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 158.695 158.695 890 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 1.576.224 1.576.224 891 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 597.802 597.802 893 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 10.299 10.299 900 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 82.753 82.753 901 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 2.314.003 2.314.003 902 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 805.952 805.952 903 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 696.914 696.914 904 BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR ESPOSITO MARCO 22.344 22.344 1467 BLACKROCK INSTITUTIONAL POOLED FUND PLC ESPOSITO MARCO 6.880 6.880
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. 1525 BLACKROCK INTERNATIONAL ALPHA TILTS FUND ESPOSITO MARCO 8.179 8.179 371 BLACKROCK LIFE LIMITED ESPOSITO MARCO 5.138.949 5.138.949 372 BLACKROCK LIFE LIMITED ESPOSITO MARCO 62.732 62.732 373 BLACKROCK LIFE LIMITED ESPOSITO MARCO 2.193 2.193 374 BLACKROCK LIFE LIMITED ESPOSITO MARCO 19.956 19.956 375 BLACKROCK LIFE LIMITED ESPOSITO MARCO 211.395 211.395 376 BLACKROCK LIFE LIMITED ESPOSITO MARCO 220.896 220.896 377 BLACKROCK LIFE LIMITED ESPOSITO MARCO 43.620 43.620 916 BLACKROCK MSCI WORLD EQUITY ESG SCREENED INDEX FUND B ESPOSITO MARCO 70.614 70.614 1474 BLACKROCK SELECTION FUND ESPOSITO MARCO 228.482 228.482 119 BLACKROCK UTILITY AND INFRASTRUCTURE TRUST ESPOSITO MARCO 691.900 691.900 1505 BLACKROCK WHOLESALE INDEXED INTERNATIONA ESPOSITO MARCO 190.169 190.169 1399 BNP PARIBAS B PENSION BALANCED ESPOSITO MARCO 1.053.711 1.053.711 1401 BNP PARIBAS B PENSION BALANCED ESPOSITO MARCO 231.468 231.468 1402 BNP PARIBAS B PENSION STABILITY ESPOSITO MARCO 85.585 85.585 1403 BNP PARIBAS INSTITUTIONAL I ESPOSITO MARCO 35.517 35.517 1407 BNP PARIBAS L I ESPOSITO MARCO 1.150.615 1.150.615 1947 BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO 218.426 218.426 1956 BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO 128.309 128.309 1977 BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO 189.260 189.260 1978 BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO 1.129.084 1.129.084 1979 BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ESPOSITO MARCO 124.495 124.495 515 BNY MELLON TR DEP LTD ATF ST JAMES'S PL STRAT MANAG UNIT TR ESPOSITO MARCO 3.918.033 3.918.033 514 BNY MELLON TR+DEP ATF ST. JAMES'S PLACE GLOBAL EQ UNIT TR ESPOSITO MARCO 401.533 401.533 75 BNYMTD (UK) AS TRUSTEE OF BLACKROCK CONTINENTAL EUROPE EQUITY TRY ESPOSITO TRACKER MARCO FUND 1.513.784 1.513.784 181 BOC PENSION INVESTMENT FUND. ESPOSITO MARCO 37.521 37.521 1680 BOMBARDIER TRUST (CANADA) REAL RETURN AS ESPOSITO MARCO 713.976 713.976 263 BOURBON 4 ESPOSITO MARCO 98.047 98.047 160 BPL ESPOSITO MARCO 141.239 141.239 932 BRISTOL COUNTY RETIREMENT SYSTEM ESPOSITO MARCO 34.843 34.843 1671 BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO 155.006 155.006 1672 BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO 552.350 552.350 1673 BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO 2.732.608 2.732.608 1674 BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO 104.087 104.087 1675 BRITISH COLUMBIA INV.MAN.CORPORATION ESPOSITO MARCO 273.890 273.890 1448 BROOKFIELD GLOB.LIST.REAL EST.UC.FD ESPOSITO MARCO 2.629.445 2.629.445 116 BROOKFIELD GLOBAL LISTED INFRASTRUASTURE FUND ESPOSITO MARCO 2.271.534 2.271.534 1681 BROOKFIELD GLOBAL LISTED INFRASTRUCTURE ESPOSITO MARCO 510.300 510.300 118 BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FD INC ESPOSITO MARCO 3.489.000 3.489.000 1055 BROWN BROTHERS HARRIMAN TRUSTEE SERVICES (IE) LTD ESPOSITO MARCO 63.222 63.222 959 BRUNEI INVESTMENT AGENCY ESPOSITO MARCO 665.093 665.093
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 7.418 7.418 558 BRUNSWICK UNIT 2 QUALIFIED NUCLEAR DECOMMISSIONING FUND ESPOSITO MARCO 7.969 7.969 1544 BT INSTITUTIONAL CORE GLOBAL SHARE SECTO ESPOSITO MARCO 216.221 216.221 1550 BT INSTITUTIONAL INTERNATIONAL SHARE INT ESPOSITO MARCO 310.826 310.826 561 BT INSTITUTIONAL INTERNATIONAL SUSTAINABILITY SHARE FUND ESPOSITO MARCO 58.315 58.315 1543 BT INTERNATIONAL FUND ESPOSITO MARCO 106.787 106.787 1547 BT WHOLESALE CORE HEDGED GLOBAL SHARE FU ESPOSITO MARCO 28.604 28.604 1479 BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND ESPOSITO MARCO 75.352 75.352 1480 BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND ESPOSITO MARCO 878.400 878.400 1490 BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND ESPOSITO MARCO 232.855 232.855 1491 BUREAU OF LABOR FUNDS- LABOR PENSION FUND ESPOSITO MARCO 754.025 754.025 1291 Baerum Kommune ESPOSITO MARCO 6.717 6.717 1203 Blue Sky Group ESPOSITO MARCO 21.291 21.291 1204 Blue Sky Group ESPOSITO MARCO 69.385 69.385 1205 Blue Sky Group ESPOSITO MARCO 155.442 155.442 220 CAAM ACTIONS DURABLES ESPOSITO MARCO 49.873 49.873 604 CAISSE DE DEPOT ET PLACEMENT DU QUEBEC ESPOSITO MARCO 1.337.565 1.337.565 764 CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO 5.507.582 5.507.582 765 CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO 366.225 366.225 766 CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO 159.014 159.014 961 CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO 1.119.847 1.119.847 767 CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO 312.191 312.191 768 CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO 1.020.845 1.020.845 962 CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO 54.199 54.199 963 CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO 1.332.768 1.332.768 964 CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO 942.434 942.434 965 CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO 550.261 550.261 602 CALVERT VP EAFE INTERNATIONAL INDEX PORTFOLIO ESPOSITO MARCO 27.784 27.784 696 CANADA PENSION PLAN INVESTMENT BOARD ESPOSITO MARCO 99 99 697 CANADA PENSION PLAN INVESTMENT BOARD ESPOSITO MARCO 1.983.669 1.983.669 1704 CANADA POST CORPORATION PENSION PLAN ESPOSITO MARCO 906.390 906.390 1705 CANADA POST CORPORATION PENSION PLAN ESPOSITO MARCO 40.717 40.717 1538 CAPITAL INCOME BUILDER INC ESPOSITO MARCO 13.180.000 13.180.000 784 CAPITAL INTERNATIONAL-GLOBAL EQUITY ESPOSITO MARCO 555.000 555.000 285 CARBP DIVERSIFIE ESPOSITO MARCO 74.241 74.241 1373 CARDIF VITA SPA ESPOSITO MARCO 1.300.000 1.300.000 809 CARL SPAENGLER KAG M.B.H. FOR SPAENGLER IQAM EQUITY EUROPE ESPOSITO MARCO 188.035 188.035 1212 CATERPILLAR GROUP INSURANCE TRUST ESPOSITO MARCO 34.872 34.872 1136 CATERPILLAR INC INVEST TRUST ESPOSITO MARCO 120.935 120.935 1213 CATERPILLAR INC MASTER RETIRE TRUST ESPOSITO MARCO 285.569 285.569 1730 CBP GROWTH ESPOSITO MARCO 194.105 194.105
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. 2052 CBRE CLARION GLOBAL INFRASTRUCTURE VALUE FUND ESPOSITO MARCO 126.460 126.460 1179 CBRE Clarion Global Listed Infastructure ESPOSITO MARCO 36.150 36.150 920 CELANESE AMERICAS RETIREMENT PENSION PLAN ESPOSITO MARCO 219.820 219.820 491 CENTRAL PENSION F OF INT UNION OF OPERAT & PART EMPL ESPOSITO MARCO 143.536 143.536 492 CENTRAL PENSION F OF INT UNION OF OPERAT & PART EMPL ESPOSITO MARCO 374.054 374.054 597 CENTRAL PROVIDENT FUND BOARD ESPOSITO MARCO 13.758 13.758 598 CENTRAL PROVIDENT FUND BOARD ESPOSITO MARCO 23.111 23.111 1940 CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS PENSION FUND ESPOSITO MARCO 1.356.000 1.356.000 1941 CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS PENSION FUND ESPOSITO MARCO 224.855 224.855 190 CF INTERNATIONAL STOCK INDEX FUND ONE ESPOSITO MARCO 129.363 129.363 524 CGE INVESTMENTS (NO. 2) S.A.R.L. ESPOSITO MARCO 15.188 15.188 182 CHESHIRE PENSION FUND ESPOSITO MARCO 24.127 24.127 600 CHRISTIAN SUPER ESPOSITO MARCO 16.307 16.307 1583 CHURCH COMMISSIONERS FOR ENGLAND ESPOSITO MARCO 24.740 24.740 1269 CHURCH OF ENGLAND INV FD FOR PENSION ESPOSITO MARCO 38.553 38.553 2061 CIBC EUROPEAN INDEX FUND. ESPOSITO MARCO 12.021 12.021 2060 CIBC INTERNATIONAL INDEX FUND ESPOSITO MARCO 27.201 27.201 2062 CIBC POOLED INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO 10.822 10.822 1190 CINDY SPRINGS, LLC ESPOSITO MARCO 3.478 3.478 91 CITIBANK INTERNATIONAL PLC AS TRUSTEE FOR VIRGIN CLIMATE CHANGE ESPOSITO MARCO 400.000 400.000 1943 CITIGROUP PENSION PLAN ESPOSITO MARCO 655.500 655.500 1243 CITY OF AUSTIN EMPLOYEES RETIR SYSTE ESPOSITO MARCO 267.190 267.190 937 CITY OF EDMONTON EQUITY UNIT TRUST ESPOSITO MARCO 102.133 102.133 1233 CITY OF LOS ANGELES FIRE POLICE PLAN ESPOSITO MARCO 109.267 109.267 698 CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO 2.017.335 2.017.335 699 CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO 108.942 108.942 700 CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO 2.695.214 2.695.214 701 CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO 132.268 132.268 702 CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO 2.168.747 2.168.747 703 CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO 73.219 73.219 704 CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO 6.936 6.936 705 CITY OF NEW YORK GROUP TRUST ESPOSITO MARCO 4.500 4.500 1571 CITY OF PHILADELPHIA PUBLIC RETIREMENT ESPOSITO MARCO 63.983 63.983 1418 CLEARVIEW INFRASTRUCTURE FUND ESPOSITO MARCO 278.664 278.664 279 CMD AGIRC IXIS D ESPOSITO MARCO 119.285 119.285 231 CNP ASSUR PIERRE ESPOSITO MARCO 29.591 29.591 232 CNP ASSUR VALEURS ESPOSITO MARCO 110.323 110.323 540 COHEN & STEERS GLOBAL INFRASTRUCTURE FUND, INC ESPOSITO MARCO 179.752 179.752 539 COHEN + STEERS INFRASTRUCTURE FUND, INC. ESPOSITO MARCO 2.093.970 2.093.970 595 COLLEGE RETIREMENT EQUITIES FUND ESPOSITO MARCO 533.038 533.038 933 COLLEGE RETIREMENT EQUITIES FUND ESPOSITO MARCO 5.713.255 5.713.255
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 114.483 114.483 1938 COLLEGES OF APPLIED ARTS AND TECHNOLOGY PENSION P ESPOSITO MARCO 104.944 104.944 13 COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO 38.090 38.090 14 COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO 107.579 107.579 17 COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO 1.768.772 1.768.772 24 COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO 4.008.792 4.008.792 25 COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO 164.892 164.892 26 COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO 81.874 81.874 27 COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO 152.538 152.538 28 COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO 17.790 17.790 29 COLONIAL FIRST STATE INVESTMENTS LTD. ESPOSITO MARCO 302.873 302.873 1170 COLONIAL FIRST STATE WHOLESALE GLOBAL LI ESPOSITO MARCO 895.553 895.553 1167 COLORADO PUBLIC EMPLOYEES RETIREMENT ESPOSITO MARCO 625.285 625.285 1647 COLUMBIA GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 1.012.820 1.012.820 982 COMMON TRUST ITALY FUND ESPOSITO MARCO 1.984.322 1.984.322 570 COMMONFUND INTERNATIONAL FOCUS FUND I, LLC ESPOSITO MARCO 334.969 334.969 563 COMMONFUND STRATEGIC SOLUTIONS GLOBAL EQUITY, LLC ESPOSITO MARCO 212.600 212.600 42 COMMONWEALTH BANK GROUP SUPER PTY LTD ESPOSITO MARCO 9.101 9.101 1172 COMMONWEALTH GLOBAL LISTED INFRASTRUCTUR ESPOSITO MARCO 188.247 188.247 1939 COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIREMENTENT ESPOSITO SYSTEM MARCO 210.101 210.101 1942 COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES RETIREMENT SYSTEM. ESPOSITO MARCO 202.457 202.457 1207 COMMONWEALTH SUPERANNUATION CORP. ARIA ESPOSITO MARCO 183.118 183.118 682 COMPASS AGE LLC ESPOSITO MARCO 14.354 14.354 683 COMPASS AGE LLC ESPOSITO MARCO 50.429 50.429 387 COMPASS EMP DEVELOPED 500 ENHANCED VOLATILITY WEIGHTED INDEXETFESPOSITO MARCO 1.334 1.334 125 COMPASS EMP INTERNATIONAL 500 ENHANCED VOLATILITY WEIGHTED FUNDESPOSITO MARCO 44.331 44.331 124 COMPASS EMP INTERNATIONAL 500 VOLATILITY WEIGHTED FUND ESPOSITO MARCO 14.113 14.113 382 COMPASS EMP MARKET NEUTRAL INCOME FUND ESPOSITO MARCO 23.621 23.621 481 COMPASS OFFSHORE SAV II LLC INTECH CORPORATION SERVICE COMPANY ESPOSITO MARCO 41.970 41.970 482 COMPASS OFFSHORE SAV II PCC LIMITED CORPORATION SERVICE COMPANYESPOSITO MARCO 31.651 31.651 276 CONCORDE 96 ESPOSITO MARCO 127.950 127.950 1211 CONGREGATION OF DOMINICAN SISTERS ESPOSITO MARCO 1.431 1.431 892 CONNECTICUT GENERAL LIFE INSURANCE COMPANY ESPOSITO MARCO 9.403 9.403 1519 CONNECTICUT GENERAL LIFE INSURANCE COMPANY ESPOSITO MARCO 21.884 21.884 506 CONOCOPHILLIPS PENSION PLAN ESPOSITO MARCO 64.053 64.053 949 CONSOLIDATED EDISON RETIREMENT PLAN ESPOSITO MARCO 237.954 237.954 2064 CONSTRUCTION AND BUILDING UNIONS SUPERAN ESPOSITO MARCO 54.322 54.322 2065 CONSTRUCTION AND BUILDING UNIONS SUPERAN ESPOSITO MARCO 712.990 712.990 1937 COOPER US INC.MASTER TRUST FOR DEFINED BENEFIT PLANS ESPOSITO MARCO 9.169 9.169 1950 COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF COOK COUNTY ESPOSITO MARCO 92.329 92.329 1951 COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF COOK COUNTY ESPOSITO MARCO 99.089 99.089
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. 1066 COVEA FINANCE ESPOSITO MARCO 1.000.000 1.000.000 1067 COVEA FINANCE ESPOSITO MARCO 18.000 18.000 219 COVEA FINANCE ACTIPERFORMANCE ESPOSITO MARCO 1.216.020 1.216.020 1369 CPR AM ESPOSITO MARCO 183.800 183.800 1061 CPR AM GEORGINA ALVES ESPOSITO MARCO 163.869 163.869 226 CPR EURO HIGH DIVIDEND ESPOSITO MARCO 273.644 273.644 233 CPR EUROLAND ESPOSITO MARCO 287.860 287.860 228 CROISSANCE DIVERSIFIE ESPOSITO MARCO 3.667 3.667 252 CROISSANCE DIVERSIFIEE ESPOSITO MARCO 10.098 10.098 521 CUMBRIA LOCAL GOVERNMENT PENSION SCHEME ESPOSITO MARCO 490.582 490.582 1584 CURIAN/WMC INTERNATIONAL EQUITY FUND ESPOSITO MARCO 1.490.095 1.490.095 1195 Common Daily Eafe Index FUND ESPOSITO MARCO 135.006 135.006 1171 Commonwealth Global Share Fund 29 ESPOSITO MARCO 5.837 5.837 1323 DAIWA SEC SER BNK(EU)PLC FOR AN GLOB LOW ESPOSITO MARCO 13.424 13.424 138 DB X TRACKERS MSCI EUROPE EQUITY ESPOSITO MARCO 146.667 146.667 130 DB X-TRACKERS REGULATED UTILITIES INDEX FUND ESPOSITO MARCO 50.150 50.150 1385 DBI FONDS EBB ESPOSITO MARCO 52.663 52.663 113 DBX TRACKERS MSCI EAFE ESPOSITO MARCO 176.536 176.536 478 DEAM-FONDS DCG ESPOSITO MARCO 25.000 25.000 856 DEAWM FOR OPPENHEIM DYNAMIC EUROPE BALANCE ESPOSITO MARCO 50.258 50.258 861 DEAWM INV GMBH FOR DEUTSCHE QUANT EQUITY EUROPE ESPOSITO MARCO 67.770 67.770 855 DEAWM INV GMBH FOR DEUTSCHE QUANT EQUITY LOW VOLATILITY EUROPE ESPOSITO MARCO 1.011.371 1.011.371 1383 DEKA MASTER HAEK I ESPOSITO MARCO 172.950 172.950 155 DELTA LLOYD INST. WERELD FONDS ESPOSITO MARCO 355.668 355.668 158 DELTA LLOYD INVESTMENT FUND ESPOSITO MARCO 5.610.201 5.610.201 1636 DELTA MASTER TRUST ESPOSITO MARCO 35.076 35.076 926 DEPARTMENT OF STATE LANDS ESPOSITO MARCO 74.513 74.513 601 DESJARDINS GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 204.986 204.986 708 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM CAP PROTECT AKTIEN ESPOSITO MARCO 6.200 6.200 714 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS AKTIEN-BM-F I ESPOSITO MARCO 51.000 51.000 715 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS BBR 1 ESPOSITO MARCO 54.000 54.000 716 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS ENPT ESPOSITO MARCO 19.500 19.500 712 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS FES ESPOSITO MARCO 90.000 90.000 774 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS GSK 1 ESPOSITO MARCO 7.900 7.900 773 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS KDF 3 ESPOSITO MARCO 68.000 68.000 771 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS PG EQ ESPOSITO MARCO 155.140 155.140 717 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS PPC EQ ESPOSITO MARCO 49.000 49.000 713 DEUT ASS & WEALTH MNGM INV GMBH FOR DEAM-FONDS PPC GEQ ESPOSITO MARCO 13.600 13.600 718 DEUT ASS & WEALTH MNGM INV GMBH FOR GCB PENSION FUND GERMANY ESPOSITO MARCO 24.067 24.067 772 DEUT ASS & WEALTH MNGM INV GMBH FOR GCB PENSION FUND GERMANY ESPOSITO MARCO 4.500 4.500 857 DEUT ASS & WEALTH MNGM INV GMBH FOR OP STRATEGIEPORTFOLIO IV ESPOSITO MARCO 201.710 201.710
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 22.412 22.412 859 DEUT ASS & WEALTH MNGM INV GMBH FOR OPPENHEIM GLOBAL-INVEST ESPOSITO MARCO 127.926 127.926 860 DEUT ASS & WEALTH MNGM INV GMBH FOR SOP EUROLANDWERTE ESPOSITO MARCO 70.941 70.941 720 DEUT ASS & WEALTH MNGM INV GMBH FOR STIFTUNGSFONDS SVC 1 ESPOSITO MARCO 7.000 7.000 719 DEUTSCHE ASSET AND WEALTH MNGM INV GMBH FOR OP-FONDS WFF ESPOSITO MARCO 11.349 11.349 2068 DEUTSCHE ASSET AND WELTH MANG INV. GMBH FOR DEAM-FONDS CP ESPOSITO MARCO 17.600 17.600 141 DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF ESPOSITO MARCO 577 577 915 DEVELOPED EX-FOSSIL FUEL INDEX FUND B ESPOSITO MARCO 6.736 6.736 1180 DFI LP EQUITY (PASSIVE) ESPOSITO MARCO 2.832 2.832 1949 DIOCESE OF VENICE PENSION PLANAND TRUST ESPOSITO MARCO 1.906 1.906 60 DIVERSIFIED INFLATION STRATEGIES LP ESPOSITO MARCO 21.895 21.895 797 DIVERSIFIED MARKETS (2010) POOLED FUND TRUST ESPOSITO MARCO 110.191 110.191 140 DIVERSIFIED REAL ASSET CIT ESPOSITO MARCO 450.617 450.617 686 DIVERSIFIED REAL ASSET INCOME FUND ESPOSITO MARCO 54.615 54.615 1433 DORSET COUNTY COUNCIL PENSION FUND ESPOSITO MARCO 187.507 187.507 820 DOW JONES SUSTAINABILITY WORLD INDEX NON-LENDING COMMON TR F ESPOSITO MARCO 15.784 15.784 1948 DREYFUS INDEX FUNDS INC DREYFUS INTERNATIONAL STC ESPOSITO MARCO 86.521 86.521 384 DREYFUS OPPORTUNITY FUNDS - DREYFUS STRATEGIC BETA GLOBAL EQUITYESPOSITO MARCO 2.997 2.997 191 DT INTERNATIONAL STOCK INDEX FUND ONE ESPOSITO MARCO 141.128 141.128 102 DUNHAM INTERNATIONAL STOCK FUND ESPOSITO MARCO 65.738 65.738 523 DUPONT PENSION TRUST ESPOSITO MARCO 251.147 251.147 657 DWS EAFE EQUITY INDEX FUND ESPOSITO MARCO 39.443 39.443 1168 Dow retirement group trust ESPOSITO MARCO 110.070 110.070 1181 Dynasty Invest, Ltd ESPOSITO MARCO 2.910 2.910 1930 EAFE EQUITY FUND. ESPOSITO MARCO 86.594 86.594 1690 EAFE EQUITY INDEX FUND ESPOSITO MARCO 154.761 154.761 1408 EASYETF NMX30 INFRASTRUCTURE GLOBAL FCP ESPOSITO MARCO 386.031 386.031 58 ECOFIN WATER AND POWER OPPORTUNITIES PLC CO BNP PARIBAS SECURITIES ESPOSITO SERVICES MARCO 1.746.545 1.746.545 230 ECUREUIL ENERGIE ESPOSITO MARCO 271.137 271.137 1370 EDMOND DE ROTHSCHILD AM ESPOSITO MARCO 5.000.400 5.000.400 300 EDR FUND EUROPE VALUE ESPOSITO MARCO 11.930 11.930 50 ELECTRON GLOBAL MASTER FUND LP CO ELECTRON CAPITAL PARTNERS LLCESPOSITO MARCO 1.857.456 1.857.456 1139 EMPLOYEES RET FUND - CITY OF DALLAS ESPOSITO MARCO 77.612 77.612 2039 EMPLOYEES RETIREMENT SYSTEM OF TEXAS ESPOSITO MARCO 25.500 25.500 579 ENERGY INSURANCE MUTUAL LIMITED ESPOSITO MARCO 10.266 10.266 1413 ENHANCED INDEX INTERNATIONAL SHARE FUND ESPOSITO MARCO 457.418 457.418 1414 ENHANCED INDEX INTERNATIONAL SHARE FUND ESPOSITO MARCO 287.141 287.141 1432 ENHANCED INDEX INTERNATIONAL SHARE FUND ESPOSITO MARCO 170.702 170.702 1632 ENTERGY CORP.RETIREMENT PLANS MASTER TR. ESPOSITO MARCO 1.003.784 1.003.784 1270 ENVIRONMENT AGENCY ACTIVE FUND ESPOSITO MARCO 146.091 146.091 1564 EQ ADVISORS TRUST - ATM INTERNATIONAL PORTFOLIO ESPOSITO MARCO 87.122 87.122
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. 1570 EQ ADVISORS TRUST - ATM INTERNATIONAL PORTFOLIO ESPOSITO MARCO 121.301 121.301 1534 EQ ADVISORS TRUST - EQ/GLOBAL MULTI-SECT ESPOSITO MARCO 108.826 108.826 1577 EQ ADVISORS TRUST - EQ/INTERNATIONAL COR ESPOSITO MARCO 146.915 146.915 1524 EQ ADVISORS TRUST - EQ/INTERNATIONAL GRO ESPOSITO MARCO 3.000 3.000 1631 EQ ADVISORS TRUST ALLIANCEBERNSTEIN INTL ESPOSITO MARCO 30.110 30.110 1565 EQ ADVISORS TRUST- EQ/TEMPLETON GLOBAL E ESPOSITO MARCO 17.327 17.327 1640 EQ ADVISORS TRUST-AXA TACTICAL MANAGER I ESPOSITO MARCO 120.768 120.768 186 ESB GENERAL EMPLOYEES SUPERANNUATION SCHEME ESPOSITO MARCO 143.328 143.328 1434 ETHOS SERVICES S.A. ESPOSITO MARCO 35.948 35.948 1065 ETOILE GESTION ESPOSITO MARCO 35.878 35.878 1072 ETOILE GESTION ESPOSITO MARCO 139.266 139.266 910 EURO EX-UK ALPHA TITLS FUND B ESPOSITO MARCO 12.649 12.649 1539 EUROPACIFIC GROWTH FUND ESPOSITO MARCO 13.650.000 13.650.000 917 EUROPEEX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B ESPOSITO MARCO 227.844 227.844 1952 EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS ESPOSITO MARCO 45.683 45.683 1953 EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS ESPOSITO MARCO 35.979 35.979 1954 EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS ESPOSITO MARCO 18.795 18.795 1955 EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS ESPOSITO MARCO 15.300 15.300 2003 EXPRESS SCRIPTS, INC. 401 (K) PLAN ESPOSITO MARCO 12.779 12.779 1265 Energy Investment Fund ESPOSITO MARCO 1.520.766 1.520.766 1109 Exelon Corporation Nuclear Decommission ESPOSITO MARCO 1.308 1.308 1135 Exelon Peach Bottom Unit 1 Qual. Fund ESPOSITO MARCO 4.456 4.456 1663 F.M.KIRBY TRUST DATED 1/3/75 FBO FRED M. KIRBY III ESPOSITO MARCO 4.287 4.287 1619 FAMANDSFOREPENSAM INVEST PSI 31 EUROPA A ESPOSITO MARCO 115.547 115.547 507 FAMILY INVESTMENTS CHILD TRUST FUND ESPOSITO MARCO 57.949 57.949 508 FAMILY INVESTMENTS GLOBAL ICVC FAMILY BALANCED INT FUND ESPOSITO MARCO 64.441 64.441 275 FC CARPIMKO ESPOSITO MARCO 213.746 213.746 282 FCP ABP PERP ESPOSITO MARCO 43.143 43.143 1360 FCP AIR FRANCE IFC ESPOSITO MARCO 51.158 51.158 243 FCP AMUNDI ACTIONS INTERNATIONALES ESPOSITO MARCO 68.118 68.118 248 FCP AMUNDI ACTIONS INTERNATIONALES ESPOSITO MARCO 23.399 23.399 245 FCP AMUNDI HORIZON ESPOSITO MARCO 24.880 24.880 296 FCP AMUNDI HORIZON ESPOSITO MARCO 67.766 67.766 259 FCP ARRCO LONG TERME C ESPOSITO MARCO 150.170 150.170 1361 FCP AXIVA ACTION 1 ESPOSITO MARCO 42.745 42.745 1349 FCP BNP ACTION EUROPE ESPOSITO MARCO 11.467 11.467 1348 FCP BNP PARIBAS ACTIONS EUROLAND ESPOSITO MARCO 294.017 294.017 261 FCP BOURBON 3 ESPOSITO MARCO 16.967 16.967 1350 FCP CALCIUM QUANT ESPOSITO MARCO 57.284 57.284 1352 FCP CAMGEST.SIT.SPECIAL. ESPOSITO MARCO 303.787 303.787 281 FCP CARPIMKO EUROPE ESPOSITO MARCO 76.446 76.446
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. 1347 FCP CNP ACTIONS EM ESPOSITO MARCO 68.242 68.242 280 FCP ECUREUIL PROFIL 90 ESPOSITO MARCO 543.743 543.743 250 FCP EDMOND DE ROTHSCHILD EURO SRI ESPOSITO MARCO 175.000 175.000 251 FCP EDMOND DE ROTHSCHILD EUROPEFLEXIBLE ESPOSITO MARCO 592.800 592.800 249 FCP EDMOND DE ROTHSCHILD EUROPEVALUE & YELD ESPOSITO MARCO 3.404.500 3.404.500 293 FCP ERISA DIVERSIFIE 2 ESPOSITO MARCO 280.544 280.544 262 FCP EXPERT DIVERSIFIE ESPOSITO MARCO 315.310 315.310 1351 FCP GERISO ESPOSITO MARCO 6.832 6.832 240 FCP HSBC ACTIONS MONDE ESPOSITO MARCO 78.020 78.020 292 FCP ICARE ESPOSITO MARCO 36.359 36.359 264 FCP LBPAM ACTIONS EUROPE ESPOSITO MARCO 483.500 483.500 266 FCP LBPAM VOIE LACTEE 2 ESPOSITO MARCO 32.588 32.588 287 FCP RL PREVOYANCE ESPOSITO MARCO 78.674 78.674 290 FCP RSI EURO P ESPOSITO MARCO 452.611 452.611 284 FCP RSRC DIVERSIFIE ESPOSITO MARCO 181.056 181.056 1356 FCP SAKKARAH 7 ESPOSITO MARCO 55.966 55.966 265 FCP TONI ACTIONS 100 ESPOSITO MARCO 91.600 91.600 267 FCP TUTELAIRE ACTIONS ESPOSITO MARCO 39.761 39.761 268 FCP TUTELAIRE ACTIONS ETHIQUES ESPOSITO MARCO 29.644 29.644 269 FCP VIVACCIO ACTIONS ESPOSITO MARCO 541.857 541.857 257 FCPE AMUNDI LABEL DYNAMIQUE ESPOSITO MARCO 128.660 128.660 255 FCPE AMUNDI LABEL EQUILIBRE ESPOSITO MARCO 249.674 249.674 256 FCPE AMUNDI LABEL PRUDENCE ESPOSITO MARCO 80.032 80.032 225 FCPE AMUNDI RESA ESG ACTIONS EURO ESPOSITO MARCO 702.917 702.917 1357 FCPE AXA GENERATION EUROPE ACTIONS ESPOSITO MARCO 167.000 167.000 291 FCPE NATIXIS ES ACTIONS EURO ESPOSITO MARCO 294.000 294.000 242 FDC A2 ESPOSITO MARCO 54.304 54.304 744 FEDERATED CITY EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO 345.998 345.998 611 FEDEX CORPORATION EMPLOYEES PENSION TRUST ESPOSITO MARCO 59.100 59.100 612 FEDEX CORPORATION EMPLOYEES PENSION TRUST ESPOSITO MARCO 310.199 310.199 217 FIDELIA ASSISTANCE ESPOSITO MARCO 15.000 15.000 385 FIDELITY COMMONWEALTH TRUST II FIDELITY INTERNATIONAL ENHANCED I ESPOSITO MARCO 15.657 15.657 386 FIDELITY CONCORD STREET TRUST SPARTAN INTERNATIONAL INDEX FUND ESPOSITO MARCO 2.189.814 2.189.814 1312 FIDELITY FUNDS SICAV ESPOSITO MARCO 4.987.184 4.987.184 1551 FIDELITY INSTITUTIONAL PAN EUROPEAN FUND ESPOSITO MARCO 272.938 272.938 1555 FIDELITY INVESTMENT FUNDS - FIDELIT ESPOSITO MARCO 23.823 23.823 1553 FIDELITY INVESTMENT FUNDS - FIDELITY MONEYBUILDER WORLD INDEX FUNDESPOSITO MARCO 13.736 13.736 1328 FIDELITY SPARTAN GLOBAL EX US INDEX FUND ESPOSITO MARCO 81.727 81.727 1315 FIL GENESIS LIMITED ESPOSITO MARCO 16.949 16.949 1957 FIRE AND POLICE PENSION ASSOCIATION OF COLOR ESPOSITO MARCO 51.212 51.212 1711 FIRST STATE GLOBAL OPPORTUNITIES FUND ESPOSITO MARCO 263.690 263.690
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 3.297.234 3.297.234 1431 FIRST STATE INVESTMENTS GLOBAL LISTED IN ESPOSITO MARCO 55.772 55.772 1639 FLEXSHARES INTERNATIONAL QUALITY DIVIDEND DEFENSIVE INDEX FUND ESPOSITO MARCO 60.008 60.008 1644 FLEXSHARES MORNINGSTAR DEVELOPED MARKETS EX-US FACTOR TILT INDEX ESPOSITO FUND MARCO 59.529 59.529 1653 FLEXSHARES STOXX GLOBAL BROAD INFRASTRUC ESPOSITO MARCO 180.036 180.036 2046 FLORIDA GLOBAL EQUITY FUND LLC ESPOSITO MARCO 12.648 12.648 608 FLORIDA POWER CORPORATION NUCLEAR DECOMMISSIONING TRUST ESPOSITO MARCO 9.708 9.708 1958 FLORIDA RETIREMENT SYSTEM. ESPOSITO MARCO 541.599 541.599 1959 FLORIDA RETIREMENT SYSTEM. ESPOSITO MARCO 34.061 34.061 1960 FLORIDA RETIREMENT SYSTEM. ESPOSITO MARCO 1.375.719 1.375.719 1961 FLORIDA RETIREMENT SYSTEM. ESPOSITO MARCO 3.493.650 3.493.650 193 FLORIDA, LLC - APERIO ESPOSITO MARCO 75.740 75.740 733 FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO 731.309 731.309 734 FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO 723.791 723.791 735 FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO 168.076 168.076 737 FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO 259.965 259.965 738 FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO 327.125 327.125 741 FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO 293.514 293.514 742 FLOURISH INVESTMENT CORPORATION ESPOSITO MARCO 524.233 524.233 1665 FM KIRBY DTD TRUST 1/3/75 FBO JEFFERSON W KIRBY ESPOSITO MARCO 4.287 4.287 1664 FM KIRBY TRUST DTD 1/3/75 FBO S DILLARD KIRBY ESPOSITO MARCO 4.287 4.287 210 FONDACO ROMA EURO BALANCED CORE ESPOSITO MARCO 16.628 16.628 1678 FONDATION J.A. BOMBARDIER ESPOSITO MARCO 22.254 22.254 1362 FONDS RESERVE RETRAITES ESPOSITO MARCO 183.700 183.700 1363 FONDS RESERVE RETRAITES ESPOSITO MARCO 567.129 567.129 1364 FONDS RESERVE RETRAITES ESPOSITO MARCO 663.148 663.148 1365 FONDS RESERVE RETRAITES ESPOSITO MARCO 612.508 612.508 1368 FONDS RESERVE RETRAITES ESPOSITO MARCO 316.923 316.923 1209 FORD MOTOR COMPANY DEFINED BENEFIT ESPOSITO MARCO 33.166 33.166 1210 FORD MOTOR COMPANY DEFINED BENEFIT ESPOSITO MARCO 32.114 32.114 607 FRANCISCAN ALLIANCE, INC. ESPOSITO MARCO 73.100 73.100 1451 FRANKLIN TEMPLETON INVESTMENT FUNDS ESPOSITO MARCO 327.254 327.254 1452 FRANKLIN TEMPLETON INVESTMENT FUNDS ESPOSITO MARCO 40.071 40.071 1459 FRANKLIN TEMPLETON INVESTMENT FUNDS ESPOSITO MARCO 27.921 27.921 126 FRONTEGRA MGF CORE INFRASTRUCTURE FUND ESPOSITO MARCO 461.708 461.708 1962 FRONTIERS INTERNATIONAL EQUITYPOOL ESPOSITO MARCO 5.713 5.713 1366 FRR ESPOSITO MARCO 100.000 100.000 1367 FRR ESPOSITO MARCO 647.597 647.597 1494 FSS TRUSTEE CORPORATION ESPOSITO MARCO 34.331 34.331 1495 FSS TRUSTEE CORPORATION ESPOSITO MARCO 232.222 232.222 1498 FSS TRUSTEE CORPORATION ESPOSITO MARCO 4.102.487 4.102.487
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 992.303 992.303 2066 FTSE ALL WORLD INDEX FUND ESPOSITO MARCO 136.061 136.061 1578 FUNDACAO CALOUSTE GULBENKIAN ESPOSITO MARCO 53.113 53.113 1582 FUNDACAO CALOUSTE GULBENKIAN ESPOSITO MARCO 52.701 52.701 1256 FUTURE FUND INVESTMENT COMPANY NO.2 PTY ESPOSITO MARCO 8.100.933 8.100.933 1201 Fidelity SALEM STREET TRUST ESPOSITO MARCO 269.494 269.494 1252 Ford Motor Company of Canada ESPOSITO MARCO 11.316 11.316 1156 Fundo de Pensoes ESPOSITO MARCO 25.444 25.444 1395 GA FUND B ESPOSITO MARCO 2.429 2.429 1397 GA FUND B ESPOSITO MARCO 89.464 89.464 1398 GA FUND B ESPOSITO MARCO 161.513 161.513 1518 GAMMA EMIRATES INVESTMENT L.L.C. EM ESPOSITO MARCO 5.216 5.216 834 GARANT DYNAMIC ESPOSITO MARCO 123.429 123.429 635 GATEWAY INTERNATIONAL FUND ESPOSITO MARCO 13.772 13.772 983 GE INVESTMENTS FUNDS, INC. - TOTAL RETURN FUND ESPOSITO MARCO 85.327 85.327 586 GENERAL CONFERENCE CORPORATION OF SEVENTH DAY ADVENTISTS ESPOSITO MARCO 7.863 7.863 622 GENERAL ELECTRIC PENSION TRUST ESPOSITO MARCO 35.558 35.558 623 GENERAL ELECTRIC PENSION TRUST ESPOSITO MARCO 633.500 633.500 624 GENERAL ELECTRIC PENSION TRUST ESPOSITO MARCO 820.730 820.730 564 GENERAL MOTORS HOURLY-RATE EMPLOYEES PENSION TRUST ESPOSITO MARCO 41.206 41.206 1208 GENERAL PENSION AND SOCIAL SECURITY ESPOSITO MARCO 59.950 59.950 483 GEORGES R. HAIRK PARAMETRIC PORFOLIO ASSOCIATES ESPOSITO MARCO 9.798 9.798 728 GEUT PAN EUROPEAN EQUITY INDEX FUND ESPOSITO MARCO 123.099 123.099 55 GFS MAP TRUST-GFS MAP TRUST ELECTRON GLOBAL FUND ESPOSITO MARCO 274.675 274.675 90 GLG INVESTMENTS PLC 70 ESPOSITO MARCO 100.000 100.000 919 GLOBAL EX US ALPHA TILTS FUND B ESPOSITO MARCO 45.215 45.215 1931 GLOBAL MANAGED VOLATILITY FUND ESPOSITO MARCO 44.600 44.600 192 GLOBEFLEX INTERNATIONAL ALL-CAP COMMINGLED T ESPOSITO MARCO 284.400 284.400 565 GMAM GROUP PENSION TRUST II ESPOSITO MARCO 74.545 74.545 215 GMF ASSURANCES ESPOSITO MARCO 985.000 985.000 214 GMF VIE ESPOSITO MARCO 2.000.000 2.000.000 1299 GMO Alpha Only Fund ESPOSITO MARCO 69.016 69.016 1305 GMO DEVELOPED WORLD STOCK FUND ESPOSITO MARCO 47.838 47.838 1321 GMO FUNDS PLC ESPOSITO MARCO 14.883 14.883 1326 GMO FUNDS PLC ESPOSITO MARCO 7.114 7.114 721 GMO GLOBAL EQUITY TRUST ESPOSITO MARCO 17.406 17.406 1300 GMO INTERNATIONAL EQUITY FUND ESPOSITO MARCO 1.404.201 1.404.201 1306 GMO INTERNATIONAL LARGE/MID CAP EQUITY F ESPOSITO MARCO 186.313 186.313 1330 GMO WORLD EQUITYALLOCATION INVESTMENT FU ESPOSITO MARCO 81.595 81.595 839 GOLDMAN SACHS FUNDS ESPOSITO MARCO 735 735 840 GOLDMAN SACHS FUNDS ESPOSITO MARCO 4.956 4.956
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. 1645 GOLDMAN SACHS TRUST - GOLDMAN SACHS INTE ESPOSITO MARCO 154.324 154.324 736 GOV OF HM THE SULTAN AND YANG DI-PERTUAN OF BRUNEI DARUSSALAM ESPOSITO MARCO 127.008 127.008 1623 GOVERNMENT EMPLOYEES PENSION FUND ESPOSITO MARCO 273.554 273.554 53 GOVERNMENT OF NORWAY ESPOSITO MARCO 26.163.105 26.163.105 748 GOVERNMENT OF THE PROVINCE OF ALBERTA ESPOSITO MARCO 373.900 373.900 1489 GOVERNMENT PENSION FUND ESPOSITO MARCO 16.238 16.238 254 GRD 10 ESPOSITO MARCO 260.000 260.000 298 GRD20 ESPOSITO MARCO 165.000 165.000 95 GS TACS MARKET CONTINUOUS (INTL) LLC ESPOSITO MARCO 143.114 143.114 136 GUGGENHEIM VARIABLE FUNDS TRUST SERIES D (WORLD EQUITY INCOME SERIES) ESPOSITO MARCO 357.800 357.800 1258 Gard Common Contractual Fund ESPOSITO MARCO 6.177 6.177 1124 George Lucas Family Foundation ESPOSITO MARCO 25.692 25.692 1184 George Lucas Family Foundation ESPOSITO MARCO 67.261 67.261 1500 H.E.S.T. AUSTRALIA LIMITED ESPOSITO MARCO 71.296 71.296 1253 HALIFAX REGIONAL MUNICIPAL MASTER TRUST ESPOSITO MARCO 10.001 10.001 1254 HALIFAX REGIONAL MUNICIPAL MASTER TRUST ESPOSITO MARCO 1.081 1.081 1255 HALIFAX REGIONAL MUNICIPAL MASTER TRUST ESPOSITO MARCO 7.333 7.333 557 HARRIS UNIT 1 QUALIFIED NUCLEAR DECOMMISSIONING FUND ESPOSITO MARCO 6.770 6.770 1056 HARTFORD INTERNATIONAL GLOBAL EQUITY (EX-JP) INDEX F ESPOSITO MARCO 61.688 61.688 1655 HARTFORD INTERNATIONAL OPPORTUNITIES HLS ESPOSITO MARCO 4.552.213 4.552.213 812 HARTFORD LIFE INSURANCE COMPANY ESPOSITO MARCO 12.699 12.699 1641 HARTFORD LIFE INSURANCE COMPANY ESPOSITO MARCO 53.261 53.261 1651 HARTFORD MULTI-ASSET INCOME FUND ESPOSITO MARCO 27.715 27.715 582 HBOS INTERNATIONAL INV FUNDS ICVC- EUROPEAN FUND ESPOSITO MARCO 93.471 93.471 499 HC CAPITAL TRUST- THE INSTITUTIONAL INTERNATIONAL EQUITY PTF ESPOSITO MARCO 143.111 143.111 1354 HENDERSON STRATEGIC INVESTMENT FUNDS ESPOSITO MARCO 250.652 250.652 498 HIRTLE CALLAGHAN TRUST INTERNATIONAL EQUITY PORTFOLIO ESPOSITO MARCO 72.614 72.614 1150 HK SAR GOVERNMENT EXCHANGE F ESPOSITO MARCO 1.404.287 1.404.287 1242 HONEYWELL INTERN MASTER RETIREMENT TRUST ESPOSITO MARCO 576.790 576.790 1245 HONEYWELL INTERN MASTER RETIREMENT TRUST ESPOSITO MARCO 323.600 323.600 1246 HONEYWELL INTERN MASTER RETIREMENT TRUST ESPOSITO MARCO 653.525 653.525 1151 HONG KONG SAR GOVERN.EXCHANGE F. ESPOSITO MARCO 299.351 299.351 754 HONG KONG SPECIAL ADMINISTRATIVE REGION GOVERNMENT-EXCHANGE F ESPOSITO MARCO 966.766 966.766 1157 HOSPITAL AUTHORITY PROVIDENT FUND S. ESPOSITO MARCO 605.022 605.022 1419 HOUR-GLASS INDEXED INT SHARES SEC TRUST ESPOSITO MARCO 22.358 22.358 1162 HP INVEST COMMON CONTRACTUAL FUND ESPOSITO MARCO 3.681 3.681 1160 HP Invest Common Contractual Fund ESPOSITO MARCO 116.924 116.924 1161 HP Invest Common Contractual Fund ESPOSITO MARCO 1.639 1.639 1102 HRW TRUST NO 4 UAD 01/17/03 ESPOSITO MARCO 66.389 66.389 1103 HRW TRUST NO 4 UAD 01/17/03 ESPOSITO MARCO 5.890 5.890 1094 HRW Testamentary Trust No 1 ESPOSITO MARCO 14.814 14.814
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. 1105 HRW Testamentary Trust No 2 ESPOSITO MARCO 2.527 2.527 1095 HRW Testamentary Trust No 3 ESPOSITO MARCO 3.998 3.998 1219 HRW Testamentary Trust No 4 ESPOSITO MARCO 5.344 5.344 1101 HRW Testamentary Trust No 5 ESPOSITO MARCO 10.601 10.601 1097 HRW Testamentary Trust No 6 ESPOSITO MARCO 10.722 10.722 1092 HRW Testamentary Trust No. 10 ESPOSITO MARCO 19.047 19.047 1096 HRW Testamentary Trust No. 11 ESPOSITO MARCO 12.620 12.620 1100 HRW Testamentary Trust No. 12 ESPOSITO MARCO 19.443 19.443 1104 HRW Testamentary Trust No. 7 ESPOSITO MARCO 14.903 14.903 1106 HRW Testamentary Trust No. 8 ESPOSITO MARCO 108.225 108.225 1107 HRW Testamentary Trust No. 8 ESPOSITO MARCO 12.288 12.288 1108 HRW Testamentary Trust No. 9 ESPOSITO MARCO 11.781 11.781 1091 HRW Trust No 1 UAD 01/17/03 ESPOSITO MARCO 5.879 5.879 1093 HRW Trust No 2 UAD 01/17/03 ESPOSITO MARCO 5.879 5.879 1098 HRW Trust No 3 UAD 01/17/03 ESPOSITO MARCO 38.616 38.616 1099 HRW Trust No 3 UAD 01/17/03 ESPOSITO MARCO 9.461 9.461 239 HSBC AM VALEURS HAUT DIVIDENDE (C) ESPOSITO MARCO 707.818 707.818 513 HSBC AS TRUSTEE FOR SSGA EUROPE EX UK EQUITY TRACKER FUND ESPOSITO MARCO 59.859 59.859 172 HSBC BANK (CAYMAN) LIMITED ESPOSITO MARCO 21.311 21.311 1712 HSBC BANK (UK) PENSION SCHEME ESPOSITO MARCO 8.304.912 8.304.912 1718 HSBC BANK PLC a/c HSBC ET ESPOSITO MARCO 93.132 93.132 1722 HSBC ETFS PUBLIC LTD C HSBC ESI WORLDW ESPOSITO MARCO 42.870 42.870 1723 HSBC ETFS PUBLIC LTD C HSBC WORLDWIDE ESPOSITO MARCO 27.736 27.736 1713 HSBC EUROPEAN INDEX FUND ESPOSITO MARCO 203.994 203.994 1250 HSBC INTL EQUITY POOLED FUND ESPOSITO MARCO 214.396 214.396 1714 HSBC LIFE (UK) LIMITED ESPOSITO MARCO 86.773 86.773 1133 HUBBELL INC MASTER PENS TRUST ESPOSITO MARCO 1.644 1.644 2004 HYDRO ONE PENSION PLAN. ESPOSITO MARCO 908.555 908.555 222 HYMNOS L113 ESPOSITO MARCO 8.986 8.986 1202 Helsingfors Investments ESPOSITO MARCO 39.254 39.254 278 I CROISSANCE ESPOSITO MARCO 165.050 165.050 1533 IAG ASSET MANAGEMENT WORLD EQUITY TRUST ESPOSITO MARCO 51.387 51.387 571 IAM NATIONAL PENSION FUND ESPOSITO MARCO 383.030 383.030 572 IAM NATIONAL PENSION FUND ESPOSITO MARCO 482.740 482.740 930 IAM NATIONAL PENSION FUND ESPOSITO MARCO 1.320.720 1.320.720 924 IBM 401K PLUS PLAN ESPOSITO MARCO 333.249 333.249 1257 IBM DIVERSIFIED GLOBAL EQUITY FUND ESPOSITO MARCO 70.464 70.464 253 IBM FRANCE ESPOSITO MARCO 43.000 43.000 1289 IBM PENSION PLAN ESPOSITO MARCO 114.433 114.433 1540 IBM PERSONAL PENSION PLAN TRUST ESPOSITO MARCO 179.249 179.249 1638 IBM PERSONAL PENSION PLAN TRUST ESPOSITO MARCO 223.406 223.406
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. 1643 IBM PERSONAL PENSION PLAN TRUST ESPOSITO MARCO 251.980 251.980 929 IBM RETIREMENT PLAN ESPOSITO MARCO 31.430 31.430 295 IDEAM SOLIDARITES ESPOSITO MARCO 14.271 14.271 1231 ILLINOIS MUNICIPAL RETIREMENT FUND ESPOSITO MARCO 320.900 320.900 1232 ILLINOIS MUNICIPAL RETIREMENT FUND ESPOSITO MARCO 339.521 339.521 691 ILLINOIS STATE BOARD OF INVESTMENT ESPOSITO MARCO 214.774 214.774 955 ILLINOIS STATE BOARD OF INVESTMENT ESPOSITO MARCO 58.553 58.553 2042 IMPERIAL INTERNATIONAL EQUITY POOL ESPOSITO MARCO 80.005 80.005 2043 IMPERIAL OVERSEAS EQUITY POOL ESPOSITO MARCO 7.625 7.625 2017 INDIANA PUBLIC EMPLOYEES RETIREMENT FUND ESPOSITO MARCO 51.873 51.873 2016 INDIANA PUBLIC RETIREMENT SYSTEM ESPOSITO MARCO 275.551 275.551 1313 ING DIRECT ESPOSITO MARCO 92.545 92.545 640 ING DIRECT STREETWISE BALANCED GROWTH PORTFOLIO ESPOSITO MARCO 17.405 17.405 638 ING DIRECT STREETWISE BALANCED INCOME PORTFOLIO ESPOSITO MARCO 4.313 4.313 639 ING DIRECT STREETWISE BALANCED PORTFOLIO ESPOSITO MARCO 15.424 15.424 641 ING DIRECT STREETWISE EQUITY GROWTH PORTFOLIO ESPOSITO MARCO 8.059 8.059 109 ING FUNDS SERVICES, LLC ESPOSITO MARCO 881.285 881.285 1173 INT.MONETARY FUND STAFF RET.PLAN ESPOSITO MARCO 7.227 7.227 1174 INT.MONETARY FUND STAFF RET.PLAN ESPOSITO MARCO 13.281 13.281 651 INTECH GLOBAL ALL COUNTRY ENHANCED INDEX FUND LLC ESPOSITO MARCO 9.894 9.894 685 INTECH GLOBAL DIVIDEND FUND ESPOSITO MARCO 7.282 7.282 650 INTECH INTERNATIONAL EQUITY FUND LLC ESPOSITO MARCO 51.279 51.279 722 INTEL CORPORATION RETIREE MEDICAL PLAN TRUST ESPOSITO MARCO 12.597 12.597 918 INTERNATIONAL ALPHA TILTS FUND B ESPOSITO MARCO 280.398 280.398 390 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO 11.884 11.884 391 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO 7.543 7.543 392 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO 182.257 182.257 393 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO 72.311 72.311 394 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ESPOSITO MARCO 3.425 3.425 907 INTERNATIONAL EQUITY INDEX PLUS FUNDS B ESPOSITO MARCO 17.029 17.029 1149 INTERNATIONAL EQUITY PARTNERS ESPOSITO MARCO 27.307 27.307 538 INTERNATIONAL EXPATRIATE BENEFIT MASTER TRUST ESPOSITO MARCO 10.318 10.318 543 INTERNATIONAL MONETARY FUND ESPOSITO MARCO 7.463 7.463 544 INTERNATIONAL MONETARY FUND ESPOSITO MARCO 14.904 14.904 1339 INTERNATIONAL MULTI-ASSET DIVERSIFIED IN ESPOSITO MARCO 22.406 22.406 906 INTERNATIONAL TILTS MASTER PORTFOLIO OF MASTER INVESTMENT PTF ESPOSITO MARCO 255.001 255.001 660 INVESCO GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 13.496 13.496 658 INVESCO MACRO INTERNATIONAL EQUITY FUND ESPOSITO MARCO 1.150 1.150 659 INVESCO MACRO LONG/SHORT FUND ESPOSITO MARCO 1.308 1.308 122 INVESTIN PRO F.M.B.A. ESPOSITO MARCO 3.755.423 3.755.423 147 INVESTIN PRO F.M.B.A., GLOBAL EQUITIES I ESPOSITO MARCO 65.338 65.338
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. 1964 INVESTORS GLOBAL DIVIDEND FUND. ESPOSITO MARCO 916.301 916.301 1965 IOWA PUBLIC EMPLOYEES' RETIREMENT SYSTEM ESPOSITO MARCO 1.221.147 1.221.147 1426 IPAC SPEC INV STR INT SHARE STR no 9 ESPOSITO MARCO 188.204 188.204 1427 IPAC SPEC INV STR INT SHARE STR no 9 ESPOSITO MARCO 42.315 42.315 1420 IPAC SPECIALIST INVESTMENT STRATEGIES LISTED GLOBAL INFRASTRUCTURESPOSITO MARCO 309.893 309.893 10 IRISH LIFE ASSURANCE. ESPOSITO MARCO 1.283.205 1.283.205 877 ISHARES CORE MSCI EAFE ETF ESPOSITO MARCO 423.639 423.639 880 ISHARES CORE MSCI EAFE IMI INDEX ETF ESPOSITO MARCO 27.598 27.598 878 ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF ESPOSITO MARCO 82.771 82.771 864 ISHARES EUROPE ETF ESPOSITO MARCO 707.128 707.128 885 ISHARES GLOBAL MONTHLY ADVANTAGED DIVIDEND INDEX FUND ESPOSITO MARCO 97.356 97.356 867 ISHARES GLOBAL UTILITIES ETF ESPOSITO MARCO 450.395 450.395 1006 ISHARES I INV MIT TEIL. ISHS STOXX GLOB SEL.DVD. 100 UCITS ETF ESPOSITO MARCO 1.966.908 1.966.908 1008 ISHARES I INV MIT TGV F ISHS ST EUROPE 600 UTILITIES UCITS ETF ESPOSITO MARCO 1.374.291 1.374.291 986 ISHARES II PUBLIC LIMITED COMPANY ESPOSITO MARCO 7.985.326 7.985.326 987 ISHARES II PUBLIC LIMITED COMPANY ESPOSITO MARCO 658.591 658.591 989 ISHARES II PUBLIC LIMITED COMPANY ESPOSITO MARCO 1.253.004 1.253.004 996 ISHARES II PUBLIC LIMITED COMPANY ESPOSITO MARCO 24.407 24.407 991 ISHARES III PUBLIC LIMITED COMPANY ESPOSITO MARCO 227.722 227.722 993 ISHARES III PUBLIC LIMITED COMPANY ESPOSITO MARCO 112.978 112.978 884 ISHARES INTERNATIONAL FUNDAMENTAL INDEX FUND ESPOSITO MARCO 28.437 28.437 871 ISHARES INTERNATIONAL SELECT DIVIDEND ETF ESPOSITO MARCO 9.205.704 9.205.704 999 ISHARES IV PUBLIC LIMITED COMPANY ESPOSITO MARCO 162.655 162.655 862 ISHARES MSCI ACWI ETF ESPOSITO MARCO 929.088 929.088 863 ISHARES MSCI ACWI EX US ETF ESPOSITO MARCO 95.545 95.545 865 ISHARES MSCI EAFE ETF ESPOSITO MARCO 8.636.615 8.636.615 872 ISHARES MSCI EAFE MINIMUM VOLATILITY INDEX FUND ESPOSITO MARCO 128.125 128.125 866 ISHARES MSCI EAFE VALUE ETF ESPOSITO MARCO 826.793 826.793 868 ISHARES MSCI EMU ETF ESPOSITO MARCO 4.045.636 4.045.636 882 ISHARES MSCI EUROPE IMI ETF ESPOSITO MARCO 44.118 44.118 881 ISHARES MSCI EUROPE IMI INDEX ETF ESPOSITO MARCO 8.700 8.700 883 ISHARES MSCI EUROPE MINIMUM VOLATILITY ETF ESPOSITO MARCO 7.071 7.071 869 ISHARES MSCI ITALY CAPPED ETF ESPOSITO MARCO 8.236.290 8.236.290 870 ISHARES MSCI KOKUSAI ETF ESPOSITO MARCO 31.089 31.089 879 ISHARES MSCI WORLD ETF ESPOSITO MARCO 11.675 11.675 984 ISHARES PUBLIC LIMITED COMPANY ESPOSITO MARCO 6.354.298 6.354.298 985 ISHARES PUBLIC LIMITED COMPANY ESPOSITO MARCO 353.843 353.843 990 ISHARES PUBLIC LIMITED COMPANY ESPOSITO MARCO 702.373 702.373 992 ISHARES PUBLIC LIMITED COMPANY ESPOSITO MARCO 464.698 464.698 988 ISHARES V PUBLIC LIMITED COMPANY ESPOSITO MARCO 12.713 12.713 994 ISHARES V PUBLIC LIMITED COMPANY ESPOSITO MARCO 38.444 38.444
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 11.028 11.028 997 ISHARES VI PUBLIC LIMITED COMPANY ESPOSITO MARCO 23.008 23.008 998 ISHARES VI PUBLIC LIMITED COMPANY ESPOSITO MARCO 278.106 278.106 1000 ISHARES VII PLC ESPOSITO MARCO 1.786.970 1.786.970 1001 ISHARES VII PLC ESPOSITO MARCO 536.722 536.722 229 IXIS EURO ACTIONS ESPOSITO MARCO 1.785.362 1.785.362 277 IXIS FLAMME ESPOSITO MARCO 141.025 141.025 1466 J.P.MORGAN SPECIALIST INVESTMENT FUND ESPOSITO MARCO 107.112 107.112 43 JANUS CAPITAL FUND PLC ESPOSITO MARCO 94.687 94.687 47 JANUS CAPITAL FUND PLC ESPOSITO MARCO 1.148 1.148 647 JANUS CAPITAL MANAGEMENT LLC ESPOSITO MARCO 64 64 648 JANUS CAPITAL MANAGEMENT LLC ESPOSITO MARCO 1.660 1.660 649 JANUS CAPITAL MANAGEMENT LLC ESPOSITO MARCO 1.298 1.298 583 JAPAN TR SERV BK LTD ATF STB BARING ALL EUROP EQ INC OPEN MF ESPOSITO MARCO 85.151 85.151 581 JAPAN TRUSTEE SERV BK LTD ATF STB GS GLOBAL HIGH DIV EQ MF ESPOSITO MARCO 44.578 44.578 1307 JAPAN TRUSTEE SERVICES BANK LTD ESPOSITO MARCO 32.567 32.567 1317 JAPAN TRUSTEE SERVICES BANK LTD ESPOSITO MARCO 4.100 4.100 1441 JAPAN TRUSTEE SERVICES BANK,LTD INV.FUND ESPOSITO MARCO 6.632 6.632 1442 JAPAN TRUSTEE SERVICES BANK,LTD INV.FUND ESPOSITO MARCO 1.830.900 1.830.900 1443 JAPAN TRUSTEE SERVICES BANK,LTD INV.FUND ESPOSITO MARCO 13.119 13.119 1654 JFB I LTD ESPOSITO MARCO 4.502 4.502 1563 JNL/BLACKROCK GLOBAL ALLOCATION FUND ESPOSITO MARCO 354.064 354.064 1581 JNL/BROOKFIELD GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 6.189.445 6.189.445 1568 JNL/MELLON CAPITAL INTNAL INDEX FUND ESPOSITO MARCO 347.054 347.054 1567 JNL/MELLON CAPITAL JNL OPTIMIZED 5 FUND ESPOSITO MARCO 606.200 606.200 1569 JNL/MELLON CAPITAL MANAGEMENT EUROPEAN 3 ESPOSITO MARCO 1.665.177 1.665.177 525 JOHN HANCOCK ENDURING EQUITY FUND ESPOSITO MARCO 881.129 881.129 527 JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND ESPOSITO MARCO 174.973 174.973 512 JOHN HANCOCK FUNDS III INTERNATIONAL CORE FUND ESPOSITO MARCO 289.951 289.951 945 JOHN HANCOCK INSURANCE COMPANY OF VERMONT ESPOSITO MARCO 10.106 10.106 553 JOHN HANCOCK LIFE AND HEALTH INSURANCE COMPANY ESPOSITO MARCO 93.944 93.944 510 JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST B ESPOSITO MARCO 62.699 62.699 526 JOHN HANCOCK VAR INS TRUST STRATEGIC EQUITY ALLOCATION TRUST ESPOSITO MARCO 515.718 515.718 509 JOHN HANCOCK VARIABLE INS. TRUST INTERNATIONAL CORE TRUST ESPOSITO MARCO 151.722 151.722 511 JOHN HANCOCK VARIABLE INSURANCE TRUST UTILITIES TRUST ESPOSITO MARCO 793.626 793.626 1967 JOHN S. & JAMES L. KNIGHT FOUNDATION ESPOSITO MARCO 149.901 149.901 1646 JP MORGAN CHASE RETIREMENT PLAN ESPOSITO MARCO 143.418 143.418 578 JP TR SERV BK LTD ATF MATB MSCI KOKUSAI INDEX MOTHER F ESPOSITO MARCO 100.351 100.351 1345 JPM MULTI INCOME FUND ESPOSITO MARCO 410.841 410.841 1552 JPM MULTI-ASSET INCOME FUND ESPOSITO MARCO 60.968 60.968 1506 JPMORGAN CHASE BANK ESPOSITO MARCO 297 297
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. 1507 JPMORGAN CHASE BANK - PB US CORPORATION ESPOSITO MARCO 11.980 11.980 1521 JPMORGAN CHASE BANK - PB US CORPORATION ESPOSITO MARCO 2.853 2.853 1624 JPMORGAN EUROPEAN INVESTMENT TRUST PLC ESPOSITO MARCO 147.283 147.283 1462 JPMORGAN FUNDS EUROPEAN BANK AND BU ESPOSITO MARCO 708.382 708.382 1465 JPMORGAN FUNDS EUROPEAN BANK AND BU ESPOSITO MARCO 30.700 30.700 1642 JPMORGAN INCOME BUILDER FUND ESPOSITO MARCO 1.006.983 1.006.983 1456 JPMORGAN INVESTMENT FUNDS ESPOSITO MARCO 1.302.822 1.302.822 1463 JPMORGAN INVESTMENT FUNDS ESPOSITO MARCO 2.014.000 2.014.000 1615 JPMORGAN SAR EUROPEAN FUND ESPOSITO MARCO 391.717 391.717 1304 JTSB STB DAIWA STOCK INDEX FUND 9807 ESPOSITO MARCO 46.700 46.700 1130 JTW TRUST NO. 1 UAD 9/19/02 ESPOSITO MARCO 5.716 5.716 1127 JTW TRUST NO. 2 UAD 9/19/02 ESPOSITO MARCO 4.364 4.364 1131 JTW TRUST NO. 3 UAD 9/19/02 ESPOSITO MARCO 7.983 7.983 1129 JTW TRUST NO. 4 UAD 9/19/02 ESPOSITO MARCO 10.171 10.171 503 KAISER FOUNDATION HOSPITALS ESPOSITO MARCO 260.635 260.635 923 KAISER FOUNDATION HOSPITALS ESPOSITO MARCO 74.608 74.608 495 KAISER PERMANENTE GROUP TRUST ESPOSITO MARCO 261.335 261.335 496 KAISER PERMANENTE GROUP TRUST ESPOSITO MARCO 876.774 876.774 497 KAISER PERMANENTE GROUP TRUST ESPOSITO MARCO 2.151.419 2.151.419 56 KANGAROO INVESTMENTS LLC ESPOSITO MARCO 12.547 12.547 1968 KANSAS PUBLIC EMPLOYEES RETIREMENT ESPOSITO MARCO 973.635 973.635 1969 KANSAS PUBLIC EMPLOYEES RETIREMENT ESPOSITO MARCO 9.658 9.658 1725 KAPITALFORENINGEN ISTITUTIONEL INVESTOR EUROPAELSKE AKTIER ESPOSITO MARCO 81.000 81.000 1158 KAUST INVESTMENTS SH LIMITED ESPOSITO MARCO 245.676 245.676 1970 KENTUCKY RETIREMENT SYSTEMS ESPOSITO MARCO 114.424 114.424 1966 KEYSPAN CORPORATION PENSION MASTER TRUST ESPOSITO MARCO 37.950 37.950 1177 KLEINWORT BENSON INV GLOBAL INVESTM FUND ESPOSITO MARCO 10.051 10.051 661 KP INTERNATIONAL EQUITY FUND ESPOSITO MARCO 42.201 42.201 1297 Kommunal Landspensjonskasse Gjensidig Fo ESPOSITO MARCO 184.812 184.812 1726 LA BANQUE POSTALE ESPOSITO MARCO 164.767 164.767 1702 LA C C D COM D REGIME DES EMPL MANU ESPOSITO MARCO 471.000 471.000 213 LA SAUVERGARDE ESPOSITO MARCO 33.000 33.000 1359 LABEL EUROPE ACTIONS FCP ESPOSITO MARCO 167.000 167.000 1481 LABOR PENSION FUND SUPERVISORY COMM TTEE-LABOR PENSION FUND 13.F. ESPOSITO MARCO 29.275 29.275 1487 LABOR PENSION FUND SUPERVISORY COMM TTEE-LABOR PENSION FUND 13.F. ESPOSITO MARCO 40.908 40.908 1482 LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO 16.440 16.440 1483 LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO 22.700 22.700 1484 LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO 16.659 16.659 1485 LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO 28.910 28.910 1486 LABOR PENSION FUND SUPERVISORY COMMITTEE ESPOSITO MARCO 19.770 19.770 1488 LABOR PENSION FUND SUPERVISORY COMMITTEE-LABOR PENSION FUND 13.F. ESPOSITO NO 172 MARCO 31.287 31.287
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. 1699 LABORERS PENSION FUND OF WESTERN CANADA ESPOSITO MARCO 411.100 411.100 1188 LAS OLAS EQUITY PARTNERS LP ESPOSITO MARCO 2.523 2.523 518 LAUDUS INTERNATIONAL MARKETMASTERS FUND ESPOSITO MARCO 16.502 16.502 479 LAURANCE HERMAN ESPOSITO MARCO 2.978 2.978 1971 LAWRENCE LIVERMORE NATIONAL SECURITY, LLC AND LOS ALAMOS NATIONAL ESPOSITO SECURITY, MARCO LLC DEFINED BENE 24.295 24.295 22 LAZARD ASSET MANAGEMENT LTD. ESPOSITO MARCO 329.877 329.877 636 LAZARD GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 1.093.560 1.093.560 643 LAZARD GLOBAL LISTED INFRASTRUCTURE (CANADA) FUND ESPOSITO MARCO 5.102.798 5.102.798 709 LAZARD GLOBAL LISTED INFRASTRUCTURE FUND ESPOSITO MARCO 10.797.882 10.797.882 537 LAZARD GLOBAL LISTED INFRASTRUCTURE PORTFOLIO ESPOSITO MARCO 19.616.947 19.616.947 123 LAZARD GLOBAL PORTF.FUNDS PLC LAZ.GL.LISTED INFRASTRUCT.STERLI.F ESPOSITO MARCO 8.413.804 8.413.804 227 LBPAM ACTIONS DEVELOPPEMENT DURABLE ESPOSITO MARCO 1.554.399 1.554.399 289 LBPAM ACTIONS ISR MONDE ESPOSITO MARCO 47.322 47.322 270 LBPAM ACTIONS MONDE ESPOSITO MARCO 1.401.100 1.401.100 273 LBPAM PROFIL 100 ESPOSITO MARCO 47.123 47.123 272 LBPAM PROFIL 80 PEA ESPOSITO MARCO 98.649 98.649 1331 LCAM GLOBAL EQUITY FUNDS ESPOSITO MARCO 352.948 352.948 247 LCL ACTIONS EURO CORE+ ESPOSITO MARCO 483.738 483.738 12 LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED ESPOSITO MARCO 68.712 68.712 20 LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED ESPOSITO MARCO 24.065.678 24.065.678 16 LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED ESPOSITO MARCO 2.312.506 2.312.506 21 LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED ESPOSITO MARCO 851.013 851.013 23 LEGAL AND GENERAL INVESTMENT MANAGEMENT ESPOSITO MARCO 37.187 37.187 110 LEGG MASON GLOBAL FUNDS PLC-LM ROYCE US SMALLCAP OPPORTUNITYFDESPOSITO MARCO 14.209 14.209 1972 LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST ESPOSITO MARCO 62.007 62.007 1125 LJR LIMITED PARTNERSHIP ESPOSITO MARCO 98.010 98.010 1126 LJR LIMITED PARTNERSHIP ESPOSITO MARCO 49.900 49.900 1142 LOCKHEED MARTIN CORP MASTER TRUST ESPOSITO MARCO 352.410 352.410 1143 LOCKHEED MARTIN CORP MASTER TRUST ESPOSITO MARCO 441.720 441.720 1144 LOCKHEED MARTIN CORP MASTER TRUST ESPOSITO MARCO 115.830 115.830 1765 LOMBARD ODIER DARIER HFM SA INSTITUTIONNEL-3D ESPOSITO MARCO 126.755 126.755 505 LONDON BOROUGH OF TOWER HAMLETS PENSION FUND ESPOSITO MARCO 36.604 36.604 610 LORD ABBET SECURITIES TRUST-LORD ABBETT INT CORE EQ F ESPOSITO MARCO 1.484.761 1.484.761 664 LORD ABBETT INTERNATIONAL CORE EQUITY TRUST ESPOSITO MARCO 72.830 72.830 605 LORD ABBETT SEC TRUST-LORD ABBETT INTL DIVIDEND INCOME FUND ESPOSITO MARCO 6.563.251 6.563.251 609 LORD ABBETT SERIES FUND, INC. - INTERNATIONAL CORE EQ PTF ESPOSITO MARCO 118.900 118.900 1230 LOS ANGELES CITY EMPLOYEES RETIREM. ESPOSITO MARCO 232.310 232.310 1280 LOTHIAN PENSION FUND ESPOSITO MARCO 710.019 710.019 1281 LOTHIAN PENSION FUND ESPOSITO MARCO 547.551 547.551 1282 LOTHIAN PENSION FUND ESPOSITO MARCO 1.122.782 1.122.782 1976 LOUISIANA STATE EMPLOYEES' RETIREMENT SYSTEM ESPOSITO MARCO 259.700 259.700
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 349.366 349.366 1186 LTW GROUP HOLDINGS, LLC ESPOSITO MARCO 58.943 58.943 1187 LTW GROUP HOLDINGS, LLC ESPOSITO MARCO 12.108 12.108 1185 LTW Investments LLC ESPOSITO MARCO 4.943 4.943 1973 LUCENT TECHNOLOGIES INC. MASTERPENSION TRUST ESPOSITO MARCO 209.017 209.017 1522 LUCRF PTY LTD FOR THE LABOUR UNION CO-O ESPOSITO MARCO 12.236 12.236 1975 LVIP AQR ENHANCED GLOBAL STRATEGIES FUND ESPOSITO MARCO 6.569 6.569 1974 LVIP SSGA INTERNATIONAL INDEX FUND ESPOSITO MARCO 309.910 309.910 1283 Lancashire County Pension Fund ESPOSITO MARCO 352.331 352.331 238 MAAF SANTE ESPOSITO MARCO 31.000 31.000 234 MAAF VIE ESPOSITO MARCO 107.000 107.000 236 MAAF VIE ESPOSITO MARCO 680.000 680.000 237 MAAF VIE ESPOSITO MARCO 7.000 7.000 117 MADISON SQUARE INVESTORS ESPOSITO MARCO 1.770 1.770 644 MAINSTAY VP MFS UTILITIES PORTFOLIO ESPOSITO MARCO 2.182.526 2.182.526 522 MANAGED PENSION FUNDS LIMITED ESPOSITO MARCO 206.762 206.762 536 MANAGED PENSION FUNDS LIMITED ESPOSITO MARCO 35.472 35.472 634 MANAGED PENSION FUNDS LIMITED ESPOSITO MARCO 2.500 2.500 944 MANAGED PENSION FUNDS LIMITED ESPOSITO MARCO 2.628.059 2.628.059 818 MANULIFE ASSET MANAGEMENT INTERNATIONAL EQUITY INDEX POOLED F ESPOSITO MARCO 46.700 46.700 1694 MANULIFE GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 1.229.578 1.229.578 1691 MANULIFE INTERNATIONAL EQUITY (83) FD UT ESPOSITO MARCO 29.047 29.047 1692 MANULIFE INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO 30.133 30.133 1693 MANULIFE INVESTMENT EXCHANGE FUND CORP ESPOSITO MARCO 467.788 467.788 1695 MANULIFE SOBEYS GLOBAL EQUITY FUND UT ESPOSITO MARCO 506.500 506.500 1982 MANVILLE PERSONAL INJURY SETTLEMENT TRUST ESPOSITO MARCO 13.303 13.303 1983 MARATHON OIL COMPANY RETIREMENTPLAN TRUST ESPOSITO MARCO 130.817 130.817 841 MARCH FUND ESPOSITO MARCO 9.570 9.570 1981 MARCO CONSULTING GROUP TRUST 1 ESPOSITO MARCO 152.500 152.500 669 MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO 30.000 30.000 673 MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO 12.154 12.154 674 MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO 415.174 415.174 675 MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO 383.694 383.694 950 MARYLAND STATE RETIREMENT & PENSION SYSTEM ESPOSITO MARCO 211.489 211.489 183 MASSEY FERGUSON WORKS PENSION SCHEME ESPOSITO MARCO 29.410 29.410 1057 MASSMUTUAL SELECT BLACKROCK GLOBAL ALLOCATION FUND ESPOSITO MARCO 71.602 71.602 663 MASTER INTERNATIONAL INDEX SERIES OF QUANT MASTER SERIES LLC ESPOSITO MARCO 368.218 368.218 1145 MASTER TRUST AGREEMENT UNDER VARIOUS EMP ESPOSITO MARCO 39.594 39.594 1146 MASTER TRUST AGREEMENT UNDER VARIOUS EMP ESPOSITO MARCO 86.509 86.509 1612 MASTER TRUST BANK OF JAPAN, LTD. PENSION ESPOSITO MARCO 1.881.012 1.881.012 115 MAXIM INTERNATIONAL INDEX PORTFOLIO OF MAXIM SERIES FUND,INC ESPOSITO MARCO 93.982 93.982
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. 1980 MCGILL UNIVERSITY PENSION FUND ESPOSITO MARCO 25.273 25.273 200 MELLON BANK N.A. - GLOBAL CUSTODY ESPOSITO MARCO 1.186.329 1.186.329 202 MELLON BANK N.A. - GLOBAL CUSTODY ESPOSITO MARCO 673.262 673.262 203 MELLON BANK N.A. - GLOBAL CUSTODY ESPOSITO MARCO 1.190.507 1.190.507 679 MERCER INTERNATIONAL EQUITY FUND ESPOSITO MARCO 78.196 78.196 144 MERCER PASSIVE INTERNATIONAL SHARES FUND ESPOSITO MARCO 62.420 62.420 1984 MERCY INVESTMENT SERVICES ESPOSITO MARCO 20.173 20.173 1082 MERRIL LYNCH INT GEF NON COLLATERAL CLIENT GENERAL ESPOSITO MARCO 593.100 593.100 1285 MERSEYSIDE PENSION FUND ESPOSITO MARCO 1.560.000 1.560.000 596 MET INVESTOR SERIES TRUST-ALLIANC GLOBAL DYNAMIC ALL PTF ESPOSITO MARCO 194.647 194.647 555 METROPOLITAN LIFE INSURANCE COMPANY ESPOSITO MARCO 56.778 56.778 1400 METROPOLITAN RENTASTRO ESPOSITO MARCO 426.236 426.236 940 METROPOLITAN SERIES FUND MORGAN STANLEY EAFE INDEX PORTFOLIO ESPOSITO MARCO 138.413 138.413 1090 METZLER INVESTMENT GMBH ESPOSITO MARCO 453.759 453.759 1191 MF INTERNATIONAL FUND LLC ESPOSITO MARCO 2.595 2.595 542 MFS DEVELOPMENT FUNDS, LLC ESPOSITO MARCO 3.364 3.364 1561 MFS UTILITIES FUND ESPOSITO MARCO 9.747.383 9.747.383 541 MFS VARIABLE INSURANCE TRUST - MFS UTILITIES SERIES ESPOSITO MARCO 3.083.848 3.083.848 680 MGI FUNDS PLC ESPOSITO MARCO 30.444 30.444 151 MI-FONDS K10 ESPOSITO MARCO 34.318 34.318 150 MI-FONDS K11 ESPOSITO MARCO 20.518 20.518 1153 MICHIGAN CATHOLIC CONFERENCE ESPOSITO MARCO 4.951 4.951 1123 MICHIGAN CATHOLIC LAY CONFERENCE LAY EMP ESPOSITO MARCO 11.242 11.242 1493 MINEWORKERS PENSION SCHEME ESPOSITO MARCO 45.828 45.828 1988 MINISTRY OF FINANCE OF THE REPUBLIC OF KAZAKHST ESPOSITO MARCO 397.200 397.200 1989 MINISTRY OF FINANCE OF THE REPUBLIC OF KAZAKHST ESPOSITO MARCO 80.022 80.022 1990 MINISTRY OF FINANCE OF THE REPUBLIC OF KAZAKHST ESPOSITO MARCO 59.542 59.542 752 MINISTRY OF STRATEGY AND FINANCE ESPOSITO MARCO 9.081 9.081 757 MINISTRY OF STRATEGY AND FINANCE ESPOSITO MARCO 299.093 299.093 1579 MISSOURI EDUCATION PENSION TRUST ESPOSITO MARCO 300.484 300.484 1580 MISSOURI EDUCATION PENSION TRUST ESPOSITO MARCO 132.864 132.864 87 MLC LIMITED ESPOSITO MARCO 560 560 88 MLC LIMITED ESPOSITO MARCO 3.485 3.485 2063 MLPRO SEG FOR EXCLSVE BENFT OF CUST ESPOSITO MARCO 200.163 200.163 646 MM MSCI EAFE INTERNATIONAL INDEX FUND ESPOSITO MARCO 41.203 41.203 216 MMA IARD S.A. ESPOSITO MARCO 1.400.000 1.400.000 286 MONNET ESPOSITO MARCO 16.167 16.167 954 MORGAN STANLEY GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 910.673 910.673 681 MORGAN STANLEY INST F INC. SELECT GLB INFRA STRUCTURE PTF ESPOSITO MARCO 146.809 146.809 952 MORGAN STANLEY INSTITUTIONAL FD TR - GLOBAL STRATEGIST PTF ESPOSITO MARCO 20.778 20.778 1461 MORGAN STANLEY INVESTMENT FUNDS ESPOSITO MARCO 1.555.430 1.555.430
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 249.003 249.003 1152 MOUSSERENA, LP ESPOSITO MARCO 521.898 521.898 1192 MS FUND LP ESPOSITO MARCO 11.592 11.592 828 MSCI EAFE PROV SCREENED INDEX NON - LENDING COMMON TR FUND ESPOSITO MARCO 34.425 34.425 909 MSCI EQUITY INDEX FUND B-ITALY ESPOSITO MARCO 1.015.375 1.015.375 1214 MT AGREEMENT BETWEEN PFINZER&NT COMPANY ESPOSITO MARCO 30.674 30.674 1545 MTBJ DAIDO LIFE FOREIGN EQUITY MOTHER FD ESPOSITO MARCO 14.302 14.302 152 MULTILATERAL INVESTMENT GUARANTEE AGENCY ESPOSITO MARCO 8.758 8.758 1178 MUNICIPAL EMP ANNUITY E BEN FD CHICA ESPOSITO MARCO 36.364 36.364 1987 MVP HEALTH PLAN,INC. ESPOSITO MARCO 22.300 22.300 1267 Magellan Core Infrastructure Fund ESPOSITO MARCO 1.462.063 1.462.063 1132 Margaret A. Cargill Foundation ESPOSITO MARCO 25.277 25.277 1416 Mercer Unhedged Overseas Shares Trust ESPOSITO MARCO 81.989 81.989 1198 NATIONAL COUNCIL FOR SOCIAL SEC FUND ESPOSITO MARCO 35.842 35.842 1199 NATIONAL COUNCIL FOR SOCIAL SEC FUND ESPOSITO MARCO 45.975 45.975 1200 NATIONAL COUNCIL FOR SOCIAL SEC FUND ESPOSITO MARCO 182.346 182.346 34 NATIONAL COUNCIL FOR SOCIAL SECURITY FUND. ESPOSITO MARCO 8.460 8.460 1993 NATIONAL ELEVATOR INDUSTRY PENSION PLAN ESPOSITO MARCO 419.300 419.300 184 NATIONAL PENSIONS RESERVE FUNDCOMMISSION ESPOSITO MARCO 281.196 281.196 185 NATIONAL PENSIONS RESERVE FUNDCOMMISSION ESPOSITO MARCO 937.288 937.288 1225 NATIONAL RAILROAD INVESTMENT TRUST ESPOSITO MARCO 499.099 499.099 1622 NATIONWIDE INTERNATIONAL INDEX FUND ESPOSITO MARCO 289.520 289.520 1060 NATIXIS AM ESPOSITO MARCO 421.057 421.057 1251 NAV Canada Pension Plan ESPOSITO MARCO 45.421 45.421 1697 NBIMC LOW VOLATILITY INTERNATIONAL EQUIT ESPOSITO MARCO 386.000 386.000 1719 NEW CAPITAL UCITS FUND PLC ESPOSITO MARCO 80.405 80.405 1633 NEW MEXICO STATE INVESTMENT COUNCIL ESPOSITO MARCO 41.518 41.518 1999 NEW YORK STATE DEFERRED COMPENSATION PLAN ESPOSITO MARCO 20.573 20.573 2000 NEW YORK STATE DEFERRED COMPENSATION PLAN ESPOSITO MARCO 517.394 517.394 807 NEW YORK STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO 877.502 877.502 808 NEW YORK STATE TEACHERS RETIREMENT SYSTEM ESPOSITO MARCO 481.006 481.006 1220 NEW ZEALAND SUPERANNUATION FUND ESPOSITO MARCO 130.309 130.309 1221 NEW ZEALAND SUPERANNUATION FUND ESPOSITO MARCO 72.858 72.858 1222 NEW ZEALAND SUPERANNUATION FUND ESPOSITO MARCO 95.728 95.728 1223 NEW ZEALAND SUPERANNUATION FUND ESPOSITO MARCO 101.601 101.601 1478 NFS LIMITED ESPOSITO MARCO 270.483 270.483 1755 NIKKO AM WORLD FDS-AM INTECH GLOBAL CORE FUND ESPOSITO MARCO 116.296 116.296 1085 NMM5 GHDE SCH ACCOUNT ESPOSITO MARCO 2.926.026 2.926.026 1084 NMM5 GIEP BRI ACCOUNT ESPOSITO MARCO 776.500 776.500 1086 NMM5 GIEP NVN ACCOUNT ESPOSITO MARCO 612.444 612.444 1089 NMM5 WIEQ BRF ACCOUNT ESPOSITO MARCO 487.800 487.800
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. 1087 NMM5-WIEQ-CNS ACCOUNT ESPOSITO MARCO 156.193 156.193 1088 NMM5-WIEQ-NVN ACCOUNT ESPOSITO MARCO 185.951 185.951 167 NON US EQUITY MANAGERS PORTFOLIO 5 OFFSHORE MASTER LP ESPOSITO MARCO 81.495 81.495 76 NON-US EQUITY MANAGERS PORTFOLIO 1 SERIES ESPOSITO MARCO 115.310 115.310 54 NORGES BANK ESPOSITO MARCO 1.109.750 1.109.750 1217 NORTHERN INTL EQUITY INDEX FUND ESPOSITO MARCO 645.297 645.297 1164 NORTHERN TRUST UCITS COMMON CONTRACTUAL FUND ESPOSITO MARCO 14.359 14.359 1234 NORTHERN TRUST UNIT TRUST ESPOSITO MARCO 226.026 226.026 487 NOVARTIS CORPORATION PENSION MASTER TRUST ESPOSITO MARCO 113.784 113.784 488 NOVARTIS CORPORATION PENSION MASTER TRUST ESPOSITO MARCO 17.759 17.759 1224 NT GLOBAL INVESTMENT COLL FUNDS ESPOSITO MARCO 2.719.260 2.719.260 1239 NT GLOBAL INVESTMENT COLL FUNDS ESPOSITO MARCO 3.014 3.014 1240 NT GLOBAL INVESTMENT COLL FUNDS ESPOSITO MARCO 787.286 787.286 1249 NT GLOBAL INVESTMENT COLL FUNDS ESPOSITO MARCO 252.932 252.932 1235 NT INVESTMENT FUNDS PUBLIC LTD CO ESPOSITO MARCO 98.159 98.159 1113 NTGI-QM Common Daily All Country World e ESPOSITO MARCO 60.508 60.508 1128 NTGI-QM Common Daily EAFE Index Fund - N ESPOSITO MARCO 98.906 98.906 692 NUVEEN GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 475.847 475.847 1340 NUVEEN GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 39.235 39.235 1058 NUVEEN GLOBAL INVESTORS FUND PLC ARTHUR COX BUILD ESPOSITO MARCO 36.998 36.998 688 NUVEEN REAL ASSET INCOME AND GROWTH FUND ESPOSITO MARCO 56.483 56.483 687 NUVEEN REAL ASSET INCOME FUND ESPOSITO MARCO 92.098 92.098 1574 NVIT INTERNATIONAL INDEX FUND ESPOSITO MARCO 263.725 263.725 1648 NVIT MULTI-MANAGER LARGE CAP VALUE ESPOSITO MARCO 1.212.768 1.212.768 1263 NWB AS TRUSTEE OF LEGAL AND GENERAL EIT ESPOSITO MARCO 1.144.006 1.144.006 1264 NWB AS TRUSTEE OF LEGAL GEN GLBL GROWTH ESPOSITO MARCO 3.287 3.287 1261 NWB PLC TRUSTE OF KES STRATEGIC INV FUND ESPOSITO MARCO 18.058 18.058 1262 NWB TRUS OF LEGAL AND GENE INT INDEX ESPOSITO MARCO 44.087 44.087 1756 Nikko AM Investment Trust (Luxembourg) - Nikko AM INTECH Kokusai Fund ESPOSITO MARCO 20.839 20.839 1216 Northern Global Sustainability Index Fun ESPOSITO MARCO 25.626 25.626 1215 Northern Multi Manager Global Listed Inf ESPOSITO MARCO 9.616.550 9.616.550 1165 Northern Trust UCITS Common Contrac ESPOSITO MARCO 16.163 16.163 1163 Northern Trust UCITS Common Contractual ESPOSITO MARCO 37.972 37.972 1166 Northern Trust UCITS Common Contractual ESPOSITO MARCO 49.944 49.944 1062 ODDO ASSET MANAGEMENT ESPOSITO MARCO 341.974 341.974 1762 ODDO ET CIE ESPOSITO MARCO 300.732 300.732 383 OMAN INVESTMENT FUND ESPOSITO MARCO 474.670 474.670 1529 ONEPATH GLOBAL SHARES - LARGE CAP (UNHEDGED) INDEX POOL ESPOSITO MARCO 51.036 51.036 1510 ONEPATH LOW VOLATILITY GLOBAL EQ IN POOL ESPOSITO MARCO 77.587 77.587 1946 ONTARIO POWER GENERATION INC. ESPOSITO MARCO 24.642 24.642 2045 ONTARIO POWER GENERATION INC. ESPOSITO MARCO 31.570 31.570
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. 2005 ONTARIO POWER GENERATION INC. PENSION PLAN ESPOSITO MARCO 32.500 32.500 956 ONTARIO TEACHERS PENSION PLAN BOARD ESPOSITO MARCO 29.975 29.975 1617 OP-FONDS LVMG DEUTSCHE ASSET AND WEALTH MANAGEMENT INVESTMENT ESPOSITO GMBH MARCO 78.750 78.750 655 OPENWORLD PUBLIC LIMITED COMPANY ESPOSITO MARCO 1.565.438 1.565.438 948 ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO 195.244 195.244 925 OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM ESPOSITO MARCO 208.720 208.720 1189 Ohana Holdings LLC ESPOSITO MARCO 258.000 258.000 1011 PACE INTERNATIONAL EQUITY INVESTMENTS ESPOSITO MARCO 935.623 935.623 2007 PACIFIC GAS AND ELECTRIC CORP RETIREMENT MASTER TRUST ESPOSITO MARCO 30.315 30.315 2008 PACIFIC GAS AND ELECTRIC CORP RETIREMENT MASTER TRUST ESPOSITO MARCO 69.862 69.862 2009 PACIFIC GAS AND ELECTRIC CORP RETIREMENT MASTER TRUST ESPOSITO MARCO 83.839 83.839 2010 PACIFIC GAS AND ELECTRIC CORP RETIREMENT MASTER TRUST ESPOSITO MARCO 122.339 122.339 195 PACIFIC GAS AND ELECTRIC QUALIFIED CPUC DECOMMISSIONING TRUST ESPOSITO MARCO 83.448 83.448 40 PANAGORA DIVERSIFIED RISK MULTI-ASSET FUND LTD, PANAGORA ASSET MANAGEMENT ESPOSITO MARCO INC 65.203 65.203 2013 PANAGORA GROUP TRUST. ESPOSITO MARCO 38.681 38.681 1404 PARVEST ESPOSITO MARCO 196.361 196.361 1405 PARWORLD ESPOSITO MARCO 91.109 91.109 1406 PARWORLD ESPOSITO MARCO 38.005 38.005 573 PAX WORLD WOMEN'S EQUITY FUND ESPOSITO MARCO 8.184 8.184 111 PENN SERIES DEVELOPED INTERNATIONAL INDEX FUND ESPOSITO MARCO 17.071 17.071 810 PENSIOENFONDS METAAL OFP ESPOSITO MARCO 49.162 49.162 928 PENSION FUND ASSOCIATION FOR LOCAL GOVERNMENT OFFICIALS ESPOSITO MARCO 131.763 131.763 562 PENSION FUND OF SUMITOMO MITSUI BANKING CORPORATION ESPOSITO MARCO 17.587 17.587 2015 PENSION RESERVES INVESTMENT TRUST FUND ESPOSITO MARCO 601.197 601.197 577 PEOPLE'S BANK OF CHINA ESPOSITO MARCO 823.264 823.264 739 PEOPLE'S BANK OF CHINA ESPOSITO MARCO 1.510.349 1.510.349 740 PEOPLE'S BANK OF CHINA ESPOSITO MARCO 2.048.710 2.048.710 743 PEOPLE'S BANK OF CHINA ESPOSITO MARCO 390.593 390.593 747 PEOPLE'S BANK OF CHINA ESPOSITO MARCO 157.437 157.437 751 PEOPLE'S BANK OF CHINA ESPOSITO MARCO 454.102 454.102 753 PEOPLE'S BANK OF CHINA ESPOSITO MARCO 45.954 45.954 1621 PEOPLE'S BANK OF CHINA FOREIGN EXCH ESPOSITO MARCO 2.889.929 2.889.929 1120 PEPSICO MASTER RETIREMENT TRUST ESPOSITO MARCO 704.408 704.408 1687 PERPETUAL ECONOMIC DIVERSIF. GLOBAL EQUI ESPOSITO MARCO 16.943 16.943 1683 PERPETUAL SELECT INTERNAT SHARE FUND ESPOSITO MARCO 20.830 20.830 1595 PETERCAM B FUND ESPOSITO MARCO 706.605 706.605 1596 PETERCAM B FUND ESPOSITO MARCO 98.000 98.000 165 PETTELAAR EFFECTENBEW. INZ. SNSRESP. IND. FND ESPOSITO MARCO 180.889 180.889 2011 PG&E POSTRETIREMENT MEDICAL PLAN TRUST NON-MGMT EMPLOYEES & RETESPOSITO MARCO 7.453 7.453 2012 PG&E POSTRETIREMENT MEDICAL PLAN TRUST NON-MGMT EMPLOYEES & RETESPOSITO MARCO 12.063 12.063 1436 PGSF GLOBAL HIGH YIELD UTILITIES EQUITIES FUND ESPOSITO MARCO 100.156 100.156
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. 1437 PGSF GLOBAL INCOME STOCK FUND ESPOSITO MARCO 439.593 439.593 1438 PGSF GLOBAL UTILITIES EQUITIES CURRENCY HEDGE FUND ESPOSITO MARCO 114.454 114.454 1435 PGSF GLOBAL UTILITIES EQUITIES FUND ESPOSITO MARCO 15.674.116 15.674.116 1439 PICTET & Cie Europe SA ESPOSITO MARCO 3.287.035 3.287.035 1764 PICTET & Cie Europe SA ESPOSITO MARCO 166.694 166.694 1440 PICTET EUROPEAN SUSTAINABLE EQUITIES ESPOSITO MARCO 231.050 231.050 1050 PICTET INTERNATIONAL EQUITY FUND ESPOSITO MARCO 294.911 294.911 166 PICTET NON-US EQUITY OFFSHORE MAST ESPOSITO MARCO 226.941 226.941 1396 PICTET TOTAL RETURN ESPOSITO MARCO 499.322 499.322 706 PINEBRIDGE INVESTMENTS HOLDINGS US LLC ESPOSITO MARCO 2.525 2.525 1074 PIONEER ASSET MANAGEMENT S.A ESPOSITO MARCO 347.111 347.111 1075 PIONEER ASSET MANAGEMENT S.A. ESPOSITO MARCO 1.773.469 1.773.469 1073 PIONEER ASSET MANAGEMENT SA ESPOSITO MARCO 297.230 297.230 2006 POINT BEACH UNIT 1 AND UNIT 2 NQ TRUST-ACCOUNTING MECHANISM ESPOSITO MARCO 5.829 5.829 105 POWERSHARES GLOBAL FUNDS IRELAND PLC ESPOSITO MARCO 1.912 1.912 92 POWERSHARES GLOBAL FUNDS IRELAND PUBLIC LIMITED COMPANY ESPOSITO MARCO 9.670 9.670 93 POWERSHARES GLOBAL FUNDS IRELAND PUBLIC LIMITED COMPANY ESPOSITO MARCO 772 772 96 POWERSHARES GLOBAL FUNDS IRELAND PUBLIC LIMITED COMPANY ESPOSITO MARCO 4.193 4.193 120 POWERSHARES S(AND)P INTERNATIONAL DEVELOPED LOW VOLATILITY PORTFESPOSITO MARCO 218.050 218.050 297 PREDICA ISR EUROPE ESPOSITO MARCO 14.799 14.799 299 PREDIQUANT A2 ACTIONS EUROPE ESPOSITO MARCO 232.869 232.869 1260 PREMIER ENERGY AND WATER TRUST PLC ESPOSITO MARCO 544.000 544.000 1259 PREMIER GLOBAL POWER AND WATER FUND ESPOSITO MARCO 187.000 187.000 1121 PRESBYTERIAN CHURCH FOUNDATION ESPOSITO MARCO 2.434 2.434 921 PRINCE GEORGES COUNTY SUPPLEMENTAL PENSION PLAN ESPOSITO MARCO 51.100 51.100 107 PRINCIPAL FUNDS INC DIVERSIFIEDREAL ASSET FUND ESPOSITO MARCO 3.301.600 3.301.600 369 PRINCIPAL FUNDS INC GLOBAL MULTI STRATEGY FUND ESPOSITO MARCO 4.643 4.643 370 PRINCIPAL FUNDS INC GLOBAL MULTI STRATEGY FUND ESPOSITO MARCO 19.956 19.956 94 PRINCIPAL FUNDS INC INTERNATIONAL VALUE FUND 1 ESPOSITO MARCO 99.335 99.335 103 PRINCIPAL FUNDS INC.-INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO 116.474 116.474 104 PRINCIPAL FUNDS,INC GLOBAL DIVERSIFIED INCOME FUND ESPOSITO MARCO 2.495.097 2.495.097 1668 PROSHARES GLOBAL DIRECT INFRASTRUCTURE E ESPOSITO MARCO 39.737 39.737 1994 PROVINCE PF NEWFOUNLAND AND LABRADOR POOLED PENSION FUND ESPOSITO MARCO 813.013 813.013 813 PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY ESPOSITO MARCO 618.455 618.455 814 PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY ESPOSITO MARCO 1.071.868 1.071.868 815 PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY ESPOSITO MARCO 471.869 471.869 816 PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY ESPOSITO MARCO 8.008 8.008 678 PRUDENTIAL TRUST CO MASTER COMMINGLED INV F FOR TAX EXEMPT TR ESPOSITO MARCO 24.429 24.429 74 PRUDENTIAL WORLD FUND INCDRYDENINTERNATIONAL EQUITY FUND ESPOSITO MARCO 33.349 33.349 77 PS FTSE RAFI DEVEL MAR EXUS PORT ESPOSITO MARCO 107.979 107.979 2018 PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO ESPOSITO MARCO 85.682 85.682
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. 1611 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION ESPOSITO MARCO 200.449 200.449 1985 PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI ESPOSITO MARCO 168.479 168.479 1986 PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI ESPOSITO MARCO 269.456 269.456 1996 PUBLIC EMPLOYEES RETIREMENT SYSTEM OF NEVADA ESPOSITO MARCO 695.007 695.007 1997 PUBLIC EMPLOYEES RETIREMENT SYSTEM OF NEVADA ESPOSITO MARCO 226.427 226.427 1597 PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OH ESPOSITO MARCO 135.739 135.739 1236 PUBLIC SCHOOL TEACHERS PNS E RET.FND ESPOSITO MARCO 25.903 25.903 1237 PUBLIC SCHOOL TEACHERS PNS E RET.FND ESPOSITO MARCO 21.800 21.800 1238 PUBLIC SCHOOL TEACHERS PNS E RET.FND ESPOSITO MARCO 11.932 11.932 2040 PUBLIC SECTOR PENSION INVESTMENT BOARD ESPOSITO MARCO 558.205 558.205 529 PUTNAM DYNAMIC ASSET ALLOCATION BALANCED FUND ESPOSITO MARCO 6.444 6.444 531 PUTNAM GLOBAL UTILITIES FUND ESPOSITO MARCO 391.841 391.841 534 PUTNAM RETIREMENT ADVANTAGE GAA INCOME STRATEGIES PORTFOLIO ESPOSITO MARCO 6.580 6.580 528 PUTNAM RETIREMENT INCOME FUND LIFESTYLE 2 ESPOSITO MARCO 1.471 1.471 530 PUTNAM RETIREMENT INCOME FUND LIFESTYLE 3 ESPOSITO MARCO 5.056 5.056 15 PUTNAM SELECT GLOBAL EQUITY FUND LP ESPOSITO MARCO 1.122 1.122 535 PUTNAM TOTAL RETURN FUND, LLC ESPOSITO MARCO 839 839 533 PUTNAM TOTAL RETURN TRUST ESPOSITO MARCO 3.015 3.015 532 PUTNAM VARIABLE TRUST - PUTNAM VT GLOBAL UTILITIES FUND ESPOSITO MARCO 174.877 174.877 1183 PYRAMIS GLOBAL EX U.S.INDEX FUND LP ESPOSITO MARCO 125.563 125.563 1122 Pension Boards-United Church of Christ ESPOSITO MARCO 164.400 164.400 69 QIC INTERNATIONAL EQUITIES FUND ESPOSITO MARCO 11.835 11.835 70 QIC INTERNATIONAL EQUITIES FUND ESPOSITO MARCO 221.053 221.053 1147 QM COMMON DAILY WORLD INDEX FUND ESPOSITO MARCO 53.717 53.717 489 QS BATTERYMARCH MANAGED VOLATILITY INTERNATIONAL DIVIDEND FUND ESPOSITO MARCO 181.890 181.890 1935 QUANTITATIVE GLOBAL VALUE PORTFOLIO BRANDYWINE INVESTMENTS TRUST ESPOSITO MARCO 1.320 1.320 66 QUEENSLAND INVESTMENT TRUST NO 2 ESPOSITO MARCO 27.466 27.466 67 QUEENSLAND INVESTMENT TRUST NO 2 ESPOSITO MARCO 899.292 899.292 68 QUEENSLAND INVESTMENT TRUST NO 2 ESPOSITO MARCO 958.637 958.637 108 RAILWAYS PENSION TRUSTEE COMPANY LIMITED. ESPOSITO MARCO 213.045 213.045 1194 RAMI PARTNERS, LLC ESPOSITO MARCO 9.723 9.723 196 RARE INFRASTRUCTURE GLOBAL VALUE FUND L.P. ESPOSITO MARCO 398.596 398.596 1686 RARE INFRASTRUCTURE VALUE FUND UNHEDGED ESPOSITO MARCO 2.869.834 2.869.834 1684 RARE INFRASTRUCTURE VALUE FuUND HEDGED ESPOSITO MARCO 6.302.855 6.302.855 1685 RARE YIELD FUND ESPOSITO MARCO 20.707 20.707 1083 RBC ISB FR ESPOSITO MARCO 2.337.000 2.337.000 1707 RBC QUANT EAFE DIVIDEND LEADERS ETF ESPOSITO MARCO 143.400 143.400 1708 RBC QUANT EUROPEAN DIVIDEND LEADERS ETF ESPOSITO MARCO 9.500 9.500 1709 RBC QUBE LOW VOLATILITY ALL COUNTRY WORL ESPOSITO MARCO 10.700 10.700 1706 RBC QUBE LOW VOLATILITY GLOBAL EQUITY FU ESPOSITO MARCO 57.600 57.600 1689 REGIME DE RETRAITE D HYDRO QUEBEC ESPOSITO MARCO 5.858 5.858
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. 1670 REGIME DE RETRAITE DE L'UNIVER DU QUEBEC ESPOSITO MARCO 74.411 74.411 2021 RENAISSANCE GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 6.153.937 6.153.937 711 RETIREMENT AND SECY PROGRAM FOR EMPL/NTCA AND MEMBERS SYS ESPOSITO MARCO 103.862 103.862 1998 RETIREMENT BENEFITS INVESTMENT FUND ESPOSITO MARCO 7.281 7.281 1559 RETIREMENT INCOME PLAN OF SAUDI ARABIAN ESPOSITO MARCO 20.211 20.211 1635 RETIREMENT PLAN FOR EMPLOYEES OF AETNA I ESPOSITO MARCO 97.655 97.655 1575 REYNOLDS AMERICAN DEFINED BENEFIT MASTER ESPOSITO MARCO 47.118 47.118 550 RHODE ISLAND HIGHER EDUCATION SAVINGS TRUST ESPOSITO MARCO 8.900 8.900 730 RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO 25.095 25.095 2024 RIFL-RUSSELL GLOBAL LISTED INFRASTRUCTURE FUND ESPOSITO MARCO 35.778 35.778 1444 ROBECO CAPITAL GROWTH FUNDS ESPOSITO MARCO 3.115.141 3.115.141 559 ROBINSON UNIT 2 QUALIFIED NUCLEAR DECOMMISSIONING FUND ESPOSITO MARCO 13.370 13.370 1175 ROBUSTA FUND ESPOSITO MARCO 187.245 187.245 1176 ROBUSTA FUND ESPOSITO MARCO 27.667 27.667 1649 ROCHE DIAGNOSTICS CORPORATION CASH ACCUM ESPOSITO MARCO 139.202 139.202 2020 ROCHE US DB PLANS MASTER TRUST ESPOSITO MARCO 56.008 56.008 1512 ROCKEFELLER & CO., INC ESPOSITO MARCO 64.991 64.991 194 ROGERSCASEY TARGET SOLUTIONS LLC. ESPOSITO MARCO 8.708 8.708 49 ROSEMONT OFFSHORE FUND LTD ESPOSITO MARCO 1.710 1.710 1754 ROYAL LONDON (CIS) LIMITED ESPOSITO MARCO 133.859 133.859 1112 RR Donnelley Savings Plan Trust ESPOSITO MARCO 41.236 41.236 1626 RSAMPENSION INVEST, GLOBALT AKTIEINDEKS ESPOSITO MARCO 119.012 119.012 1922 RUSSELL CANADIAN EQUITY POOL ESPOSITO MARCO 9.795 9.795 908 RUSSELL DEVELOPED EX-U.S. LARGE CAP INDEX FUND B ESPOSITO MARCO 16.236 16.236 1920 RUSSELL GLOBAL INFRASTRUCTURE POOL ESPOSITO MARCO 67.163 67.163 1921 RUSSELL GLOBAL INFRASTRUCTURE POOL ESPOSITO MARCO 92.162 92.162 670 RUSSELL GLOBAL LISTED INFRASTR FUND - (DOLLAR SIGN)A HEDGED ESPOSITO MARCO 48.830 48.830 671 RUSSELL GLOBAL LISTED INFRASTR FUND - (DOLLAR SIGN)A HEDGED ESPOSITO MARCO 73.061 73.061 672 RUSSELL GLOBAL LISTED INFRASTR FUND - (DOLLAR SIGN)A HEDGED ESPOSITO MARCO 25.993 25.993 2025 RUSSELL INSTITUTIONAL FUNDS LLCRUSSELL INTL EQUITY FUND ESPOSITO MARCO 8.917 8.917 936 RUSSELL INVESTMENT COMPANY - RUSSELL INTERN DEVELOPED MKT F ESPOSITO MARCO 343.532 343.532 684 RUSSELL INVESTMENT COMPANY PLC ESPOSITO MARCO 3.316 3.316 689 RUSSELL INVESTMENT COMPANY PLC ESPOSITO MARCO 53.084 53.084 627 RUSSELL INVESTMENT COMPANY RUSSELL GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 366.452 366.452 628 RUSSELL INVESTMENT COMPANY RUSSELL GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 518.933 518.933 629 RUSSELL INVESTMENT COMPANY RUSSELL GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 3.118.957 3.118.957 630 RUSSELL INVESTMENT COMPANY RUSSELL GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 177.412 177.412 631 RUSSELL INVESTMENT COMPANY SELECT INTERNATIONAL EQUITY FUND ESPOSITO MARCO 10.349 10.349 626 RUSSELL INVESTMENT FUNDS NON-U.S. FUND ESPOSITO MARCO 6.035 6.035 566 RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST ESPOSITO MARCO 64.854 64.854 567 RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST ESPOSITO MARCO 91.334 91.334
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 36.467 36.467 569 RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST ESPOSITO MARCO 549.176 549.176 927 RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST ESPOSITO MARCO 293.976 293.976 1059 S2G ESPOSITO MARCO 118.519 118.519 1064 S2G ESPOSITO MARCO 21.889 21.889 1068 S2G ESPOSITO MARCO 109.463 109.463 1069 S2G ESPOSITO MARCO 17.638 17.638 1070 S2G ESPOSITO MARCO 69.010 69.010 745 SAL PENSION SCHEME ESPOSITO MARCO 31.300 31.300 1116 SAMFORD UNIVERSITY ESPOSITO MARCO 18.100 18.100 1248 SAN FRANCISCO CITY E COUN.RET.SYSTEM ESPOSITO MARCO 121.283 121.283 1197 SANABIL INTERNATIONAL INVESTMENTS CO ESPOSITO MARCO 17.644 17.644 1496 SAS TRUSTEE CORPORATION ESPOSITO MARCO 31.828 31.828 1497 SAS TRUSTEE CORPORATION ESPOSITO MARCO 1.396.279 1.396.279 1499 SAS TRUSTEE CORPORATION ESPOSITO MARCO 64.414 64.414 1501 SAS TRUSTEE CORPORATION ESPOSITO MARCO 74.711 74.711 1560 SBC MASTER PENSION TRUST ESPOSITO MARCO 101.002 101.002 1558 SBC MASTER PENSION TRUST SBC MASTER PENSION TRUST 208 ESPOSITO MARCO 145.593 145.593 9 SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO ESPOSITO MARCO 334.393 334.393 1504 SCHRODER EUROPEAN ALPHA INCOME FUND ESPOSITO MARCO 1.193.984 1.193.984 1652 SCHRODER GLOBAL MULTI-ASSET INCOME FUND ESPOSITO MARCO 22.997 22.997 1450 SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO 937.421 937.421 1454 SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO 3.089.128 3.089.128 1455 SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO 1.179.027 1.179.027 1457 SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO 240.000 240.000 1458 SCHRODER INTERNATIONAL SELECTION FUND ESPOSITO MARCO 7.035.910 7.035.910 1332 SCHWAB FUNDAMENTAL INTER LARGE COMP IN F ESPOSITO MARCO 100.140 100.140 520 SCHWAB FUNDAMENTAL INTERNATIONAL LARGE COMPANY ETF ESPOSITO MARCO 15.795 15.795 519 SCHWAB INTERNATIONAL EQUITY ETF ESPOSITO MARCO 306.218 306.218 1298 SCHWAB INTERNATIONAL INDEX FUND ESPOSITO MARCO 399.473 399.473 811 SCOTTISH WIDOWS INV SOL F ICVC- FUNDAMENTAL INDEX GLB EQ F ESPOSITO MARCO 244.906 244.906 976 SCOTTISH WIDOWS INV SOLUTIONS F ICVC- EUROPEAN (EX UK) EQ FD ESPOSITO MARCO 832.395 832.395 36 SCRI ROBECO INSTITUTIONAL CONSERVATIVE EQUITY FUND ESPOSITO MARCO 726.423 726.423 44 SDA INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO 49.411 49.411 198 SDGE QUALIFIED NUCLEAR DECOM MISSIONING TRUST PARTNERSHIP ESPOSITO MARCO 4.023 4.023 654 SEASONS SERIES TRUST INTERNATIONAL EQUITY PORTFOLIO ESPOSITO MARCO 31.065 31.065 142 SECURITY EQUITY FUND - MSCI EAFE EQUAL WEIGHT FUND ESPOSITO MARCO 168.100 168.100 1048 SEI GLOBAL MASTER FUND PLC ESPOSITO MARCO 51.318 51.318 1311 SEI INST MANAG TR GLOBAL MANAG VOLAT FND ESPOSITO MARCO 377.554 377.554 1319 SEI INSTITUTIONAL INTERN TRUST INTERNATI ESPOSITO MARCO 369.590 369.590 1334 SEI INSTITUTIONAL MANAGED TRUST MULTI-AS ESPOSITO MARCO 25.202 25.202
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. 1047 SEI INVESTMENTS (EU) LTD TIME AND LIFE BUILDING ESPOSITO MARCO 6.967 6.967 842 SELECT INDEX SERIES ESPOSITO MARCO 119.401 119.401 2029 SEMPRA ENERGY PENSION MASTER TRUST ESPOSITO MARCO 80.434 80.434 100 SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND ESPOSITO MARCO 1.869.094 1.869.094 1604 SHELL CONTRIBUTORY PENSION FUND ESPOSITO MARCO 1.400.274 1.400.274 1528 SHELL FOUNDATION ESPOSITO MARCO 19.883 19.883 2030 SHELL PENSION TRUST. ESPOSITO MARCO 122.018 122.018 2031 SHELL PENSION TRUST. ESPOSITO MARCO 80.556 80.556 1476 SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE ESPOSITO MARCO 28.007 28.007 1477 SHELL TRUST (BERMUDA) LTD AS TRUSTEE OF THE SHELL OVERSEAS C.P. FUND ESPOSITO MARCO 618.660 618.660 1325 SIA DAIWA S TR&BK(EU)PLC F AN KOK LV ESPOSITO MARCO 317.308 317.308 221 SICAV AMUNDI ACTIONS EURO ISR ESPOSITO MARCO 480.414 480.414 271 SICAV LBPAM ACTIONS EURO ESPOSITO MARCO 1.403.000 1.403.000 294 SICAV LBPAM RESPONSABLE ACTIONSEURO ESPOSITO MARCO 175.000 175.000 288 SICAV PREPAR-CROISSANCE ESPOSITO MARCO 91.662 91.662 554 SISTERS OF MERCY OF NORTH CAROLINA FOUNDATION INC ESPOSITO MARCO 5.323 5.323 1724 SLF (F) EQUITY EUROZONE MINIMUM VOLATILITY ESPOSITO MARCO 1.020.691 1.020.691 1715 SOUTH YORKSHIRE PENSIONS AUTHORITY ESPOSITO MARCO 320.000 320.000 197 SOUTHERN CALIFORNIA EDISON NUCLEAR FACILITIES CPUC DECOMMISSIONI ESPOSITO MARCO 77.000 77.000 211 SPDR EUROPE PUBLIC LIMITED COMPANY ESPOSITO MARCO 38.897 38.897 212 SPDR EUROPE PUBLIC LIMITED COMPANY ESPOSITO MARCO 16.572 16.572 667 SPDR MSCI ACWI LOW CARBON TARGET ETF ESPOSITO MARCO 4.332 4.332 665 SPDR MSCI EAFE QUALITY MIX ETF ESPOSITO MARCO 454 454 971 SPDR MSCI EUROPE UCITS ETF ESPOSITO MARCO 158.469 158.469 972 SPDR MSCI EUROPE UTILITIES UCITS ETF ESPOSITO MARCO 98.458 98.458 666 SPDR MSCI WORLD QUALITY MIX ETF ESPOSITO MARCO 185 185 946 SPDR S&P WORLD (EX-US) ETF ESPOSITO MARCO 17.653 17.653 947 SPDR S+P INTERNATIONAL UTILITIES SECTOR ETF ESPOSITO MARCO 217.473 217.473 1542 SPRUCEGROVE GROUP TRUST ESPOSITO MARCO 101.348 101.348 1562 SPRUCEGROVE GROUP TRUST ESPOSITO MARCO 2.678.037 2.678.037 1700 SPRUCEGROVE INTL POOLED FUND ESPOSITO MARCO 10.968.850 10.968.850 84 SPRUCEGROVE NON-US EQUITY LLC ESPOSITO MARCO 631.060 631.060 1701 SPRUCEGROVE SPECIAL GLOBAL POOLED FUND ESPOSITO MARCO 1.305.806 1.305.806 1703 SPRUCEGROVE SPECIAL GLOBAL POOLED FUND ESPOSITO MARCO 1.914.127 1.914.127 819 SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO 161.743 161.743 822 SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO 141.553 141.553 824 SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO 148.834 148.834 977 SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO 3.689.382 3.689.382 978 SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO 542.523 542.523 979 SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO 1.526.832 1.526.832 980 SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL ESPOSITO MARCO 1.468.142 1.468.142
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 76.248 76.248 1516 SSFSAL ATF THE SSFS - GLOBAL LISTED INFRASTRUCTURE SECTOR TRUST ESPOSITO MARCO 94.539 94.539 969 SSGA EMU INDEX EQUITY FUND ESPOSITO MARCO 1.058.755 1.058.755 973 SSGA EUROPE ENHANCED EQUITY FUND ESPOSITO MARCO 39.660 39.660 974 SSGA EUROPE INDEX EQUITY FUND ESPOSITO MARCO 204.433 204.433 825 SSGA FTSE RAFI DEVELOPED 1000 INDEX NON-LENDING COMMON TR F ESPOSITO MARCO 19.804 19.804 957 SSGA INTERNATIONAL EQUITIES INDEX TRUST ESPOSITO MARCO 64.493 64.493 968 SSGA ITALY INDEX EQUITY FUND ESPOSITO MARCO 87.204 87.204 750 SSGA MSCI ACWI EX-USA INDEX NON-LENDING DAILY TRUST ESPOSITO MARCO 45.710 45.710 960 SSGA MSCI EAFE INDEX FUND ESPOSITO MARCO 133.599 133.599 826 SSGA MSCI EAFE UTILITIES INDEX NON-LENDING COMMON TRUST FUND ESPOSITO MARCO 10.223 10.223 827 SSGA MSCI EUROPE SCREENED INDEX NON-LENDING COMMON TRUST FUND ESPOSITO MARCO 101.277 101.277 823 SSGA RUSSELL FD GL EX-US INDEX NONLENDING QP COMMON TRUST FUND ESPOSITO MARCO 17.889 17.889 758 SSGA SPDR ETFS EUROPE I PUBLIC LIMITED COMPANY ESPOSITO MARCO 103.331 103.331 759 SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY ESPOSITO MARCO 24.205 24.205 970 SSGA UTILITIES INDEX EQUITY FUND ESPOSITO MARCO 3.040 3.040 967 SSGA WORLD INDEX EQUITY FUND ESPOSITO MARCO 165.738 165.738 975 SSGA WORLD SRI INDEX EQUITY FUND ESPOSITO MARCO 43.549 43.549 180 ST BEDRIJFSTAKPFD V/H SCHILDERS-AFW- GLASZE ESPOSITO MARCO 204.331 204.331 1110 ST. JOSEPH HEALTH SYSTEM ESPOSITO MARCO 13.320 13.320 156 ST. SPOORWEGPFDS MANDAAT BLACKROCK ESPOSITO MARCO 40.713 40.713 121 STANLIB FUNDS LIMITED STANDARD BANK HOUSE ESPOSITO MARCO 14.809 14.809 642 STATE FARM MUTUAL FUND TRUST, INTERNATIONAL INDEX FUND ESPOSITO MARCO 40.102 40.102 490 STATE FARM VARIABLE PRODUCT TRUST, INTERNATIONAL EQ INDEX F ESPOSITO MARCO 47.044 47.044 587 STATE OF ALASKA RETIREMENT AND BENEFITS PLANS ESPOSITO MARCO 428.300 428.300 588 STATE OF ALASKA RETIREMENT AND BENEFITS PLANS ESPOSITO MARCO 932.500 932.500 931 STATE OF ALASKA RETIREMENT AND BENEFITS PLANS ESPOSITO MARCO 63.704 63.704 941 STATE OF MINNESOTA ESPOSITO MARCO 504.111 504.111 942 STATE OF MINNESOTA ESPOSITO MARCO 161.549 161.549 693 STATE OF NEW JERSEY COMMON PENSION FUND D ESPOSITO MARCO 1.877.275 1.877.275 2032 STATE OF WISCONSIN INVESTMENT BOARD ESPOSITO MARCO 1.976.321 1.976.321 2033 STATE OF WISCONSIN INVESTMENT BOARD ESPOSITO MARCO 219.592 219.592 2034 STATE OF WISCONSIN INVESTMENT BOARD ESPOSITO MARCO 968.240 968.240 2035 STATE OF WISCONSIN INVESTMENT BOARD ESPOSITO MARCO 79.173 79.173 1502 STATE OF WYOMING, WYOMING STATE TREASURE ESPOSITO MARCO 100.764 100.764 724 STATE PUBLIC SECTOR SUPERANNUATION SCHEME ESPOSITO MARCO 14.920 14.920 725 STATE PUBLIC SECTOR SUPERANNUATION SCHEME ESPOSITO MARCO 143.350 143.350 726 STATE PUBLIC SECTOR SUPERANNUATION SCHEME ESPOSITO MARCO 8.312 8.312 727 STATE PUBLIC SECTOR SUPERANNUATION SCHEME ESPOSITO MARCO 36.966 36.966 755 STATE STREET GLOBAL ADVISORS EXEMPT UNIT TRUST ESPOSITO MARCO 488.419 488.419 760 STATE STREET GLOBAL ADVISORS EXEMPT UNIT TRUST ESPOSITO MARCO 65.081 65.081
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 57.024 57.024 829 STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV ESPOSITO MARCO 119.431 119.431 830 STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV ESPOSITO MARCO 11.360 11.360 821 STATE STREET GLOBAL ADVISORS, CAYMAN ESPOSITO MARCO 3.161 3.161 656 STATE STREET GLOBAL EQUITY EX-US INDEX PORTFOLIO ESPOSITO MARCO 4.582 4.582 1530 STATE SUPER FINANCIAL SERVICES AUSTRALIA LIMITED AS TRUSTEE FOR THE ESPOSITO INT EQ SECT MARCO TRUST 21.083 21.083 41 STATE TEACHERS RETIREMENT SYSTEM OF OHIO ESPOSITO MARCO 5.519.824 5.519.824 1206 STATE UNIVERSITIES RETIREMENT SYSTEM ESPOSITO MARCO 115.600 115.600 1159 STATES OF GUERNSEY SUPERANNUATION FD ESPOSITO MARCO 66.168 66.168 162 STG BEDRIJFSTAKPFDS V H ESPOSITO MARCO 19.952 19.952 164 STG BPF VD DETAILHANDEL MND BLACKROCK MSCI EMEA ESPOSITO MARCO 496.027 496.027 154 STG BPF VOOR HET LEVENSMID. BEDRIJF IPM ESPOSITO MARCO 17.387 17.387 159 STG PFDS AHOLD ESPOSITO MARCO 105.931 105.931 153 STG PFDS CORP EXPRESS MANDAAT ALLIANCE CAPITA ESPOSITO MARCO 12.988 12.988 157 STG PFDS V.D. GRAFISCHE ESPOSITO MARCO 354.708 354.708 1268 STICHTIING HEINEKEN PENSIOENFONDS ESPOSITO MARCO 151.532 151.532 1346 STICHTING BEDERIJFSTAKPENSIONEN FONDS ESPOSITO MARCO 142.000 142.000 397 STICHTING BEWAARDER ACHMEA BELEGGIN GSPOOLS ESPOSITO MARCO 44.110 44.110 398 STICHTING BEWAARDER ACHMEA BELEGGIN GSPOOLS ESPOSITO MARCO 130.260 130.260 199 STICHTING BEWAARDER SYNTRUS ACHMEA BELEGGINGSPOOLS ESPOSITO MARCO 110.990 110.990 189 STICHTING CZ FUND DEPOSITARY ESPOSITO MARCO 22.575 22.575 201 STICHTING DEPOSITARY APG DEVELOPED MARKETS EQUITY POOL ESPOSITO MARCO 97.557 97.557 1625 STICHTING DEPOSITARY APG EMERGING MKT EQ ESPOSITO MARCO 18.384.532 18.384.532 1292 STICHTING DOUWE EGBERTS PENSIOENFONDS ESPOSITO MARCO 70.682 70.682 615 STICHTING F AND C WERELDWIJD ENHANCED AANDELENFONDS ESPOSITO MARCO 7.658 7.658 1244 STICHTING INSTITUUT GAK ESPOSITO MARCO 6.062 6.062 38 STICHTING MN SERVICES AANDELENFONDS EUROPA ESPOSITO MARCO 131.600 131.600 35 STICHTING MN SERVICES EUROPE EX UK EQUITY FUND ESPOSITO MARCO 37.002 37.002 1288 STICHTING PENSIOENFONDS AKZO NOBEL ESPOSITO MARCO 325.609 325.609 1286 STICHTING PENSIOENFONDS APF ESPOSITO MARCO 328.012 328.012 1287 STICHTING PENSIOENFONDS APF ESPOSITO MARCO 114.854 114.854 161 STICHTING PENSIOENFONDS CARIBISCH ESPOSITO MARCO 9.431 9.431 179 STICHTING PENSIOENFONDS HORECA & CATERING ESPOSITO MARCO 173.866 173.866 1284 STICHTING PENSIOENFONDS IBM NEDERL. ESPOSITO MARCO 31.384 31.384 1293 STICHTING PENSIOENFONDS ING (PFI) ESPOSITO MARCO 354.458 354.458 1294 STICHTING PENSIOENFONDS ING (PFI) ESPOSITO MARCO 579.011 579.011 61 STICHTING PENSIOENFONDS METAAL EN TECHNIEK ESPOSITO MARCO 902.729 902.729 1275 STICHTING PENSIOENFONDS SAGITTARIUS ESPOSITO MARCO 77.973 77.973 149 STICHTING PENSIOENFONDS UNILEVER NEDERLAND PROGRESS ESPOSITO MARCO 253.034 253.034 176 STICHTING PENSIOENFONDS VAN DE ABN AMBRO BANK N.V. ESPOSITO MARCO 115.539 115.539 177 STICHTING PENSIOENFONDS VAN DE ABN AMBRO BANK N.V. ESPOSITO MARCO 1.946.079 1.946.079
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 1.944.813 1.944.813 1276 STICHTING PENSIOENFONDS VAN DE METALEKTR ESPOSITO MARCO 408.000 408.000 1277 STICHTING PENSIOENFONDS VAN DE METALEKTR ESPOSITO MARCO 362.375 362.375 1278 STICHTING PENSIOENFONDS VAN DE METALEKTR ESPOSITO MARCO 131.787 131.787 1279 STICHTING PENSIOENFONDS VAN DE METALEKTR ESPOSITO MARCO 240.769 240.769 59 STICHTING PENSIOENFONDS VOOR DE GRAFISCHE BEDRIJVEN ESPOSITO MARCO 232.970 232.970 163 STICHTING PFDS VOOR DE TANDTECHNIEK ESPOSITO MARCO 32.752 32.752 31 STICHTING PGGM DEPOSITARY ESPOSITO MARCO 3.341.784 3.341.784 39 STICHTING PGGM DEPOSITARY ESPOSITO MARCO 1.807.803 1.807.803 662 STICHTING PHILIPS PENSIOENFONDS ESPOSITO MARCO 708.669 708.669 187 STICHTING RABOBANK PENSIOENFONDS ESPOSITO MARCO 677.652 677.652 188 STICHTING RABOBANK PENSIOENFONDS ESPOSITO MARCO 1.421.666 1.421.666 1603 STICHTING SHELL PENSIOENFONDS ESPOSITO MARCO 1.890.196 1.890.196 614 STICHTING TRUST F AND C UNHEDGE ESPOSITO MARCO 5.255 5.255 208 STRUCTURA - SMART EURO EQUITIES ESPOSITO MARCO 681.243 681.243 653 SUNAMERICA SERIES TRUST TELECOM UTILITY PORTFOLIO ESPOSITO MARCO 85.198 85.198 762 SUNSUPER SUPERANNUATION FUND ESPOSITO MARCO 67.729 67.729 1546 SUPERANNUATION FUNDS MANAGEMENT CORPORATION OF SOUTH AUSTRALIA ESPOSITO MARCO 374.256 374.256 763 SUPERVALU INC. MASTER INVESTMENT TRUST ESPOSITO MARCO 47.451 47.451 501 SYLVAN PARTNERS, LLC ESPOSITO MARCO 25.754 25.754 1118 Second Universe Trust ESPOSITO MARCO 67.134 67.134 1193 Soda Springs Partners, LLC ESPOSITO MARCO 199.494 199.494 1155 States of Jersey Common Investment Fund ESPOSITO MARCO 34.530 34.530 1557 T ROWE PRICE INTERNATIONAL EQUITY INDEX ESPOSITO MARCO 82.560 82.560 1453 T. ROWE PRICE FUNDS SICAV ESPOSITO MARCO 1.249 1.249 1460 T. ROWE PRICE FUNDS SICAV ESPOSITO MARCO 173.706 173.706 2036 TD EMERALD INTERNATIONAL EQUITYINDEX FUND ESPOSITO MARCO 420.668 420.668 2038 TD EUROPEAN INDEX FUND. ESPOSITO MARCO 17.679 17.679 2037 TD INTERNATIONAL INDEX FUND ESPOSITO MARCO 50.597 50.597 378 TDAM GLOBAL LOW VOLATILITY EQ FUND ESPOSITO MARCO 13.814 13.814 770 TEACHER RETIREMENT SYSTEM OF TEXAS ESPOSITO MARCO 72.203 72.203 966 TEACHER RETIREMENT SYSTEM OF TEXAS ESPOSITO MARCO 137.570 137.570 1556 TEACHERS' RETIREMENT SYSTEM OF THE CITY OF NEW YORK ESPOSITO MARCO 500.906 500.906 922 TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS ESPOSITO MARCO 318.383 318.383 65 TELSTRA SUPERANNUATION SCHEME LEVEL 3 ESPOSITO MARCO 393.557 393.557 72 TELSTRA SUPERANNUATION SCHEME LEVEL 3 ESPOSITO MARCO 605.391 605.391 114 TEMPLETON EUROPE FUND ESPOSITO MARCO 259.177 259.177 769 TENNESSEE CONSOLIDATED RETIREMENT SYSTEMS ESPOSITO MARCO 1.040.503 1.040.503 2044 TENNESSEE VALLEY AUTHORITY RETIREMENT SYSTEM ESPOSITO MARCO 218.194 218.194 2041 TEXAS EDUCATION AGENCY. ESPOSITO MARCO 582.453 582.453 690 TEXAS MUNICIPAL RETIREMENT SYSTEM ESPOSITO MARCO 704.389 704.389
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. 1226 TEXAS MUTUAL INSURANCE COMPANY ESPOSITO MARCO 402.820 402.820 1117 TEXAS SCOTTISH TITE FOR HOSPITAL CRIPPLE ESPOSITO MARCO 267.100 267.100 1445 TG INVESTMENT FUNDS PLC ESPOSITO MARCO 1.342.000 1.342.000 1963 THE HEWLETT-PACKARD COMPANY 401 (K) PLAN ESPOSITO MARCO 219.529 219.529 549 THE ALLIANCEBERNSTEIN POOLING PTF - ALLIANCEB VOL MNGM PTF ESPOSITO MARCO 52.908 52.908 548 THE ALLIANCEBERNSTEIN POOLING PTF-ALLIANCEBR MULTASS REAL RTP ESPOSITO MARCO 233.200 233.200 1271 THE BANK OF IRELAND STAFF PENSIONS FUND ESPOSITO MARCO 593.286 593.286 98 THE BANK OF KOREA ESPOSITO MARCO 81.714 81.714 99 THE BANK OF KOREA ESPOSITO MARCO 79.305 79.305 101 THE BANK OF KOREA ESPOSITO MARCO 371.719 371.719 1605 THE BARCLAYS BANK UK RETIREMENT FUND ESPOSITO MARCO 335.544 335.544 613 THE BOEING CO EMPLOYEE SAVINGS PLANS MASTER TR INV ACCOUNT ESPOSITO MARCO 176.585 176.585 1526 THE BOEING COMPANY EMPLOYEE RETIREMENT P ESPOSITO MARCO 137.115 137.115 1536 THE BOEING COMPANY EMPLOYEE RETIREMENT P ESPOSITO MARCO 14.618 14.618 1548 THE BOEING COMPANY EMPLOYEE RETIREMENT P ESPOSITO MARCO 347.563 347.563 1523 THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST ESPOSITO MARCO 224.192 224.192 1535 THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST ESPOSITO MARCO 998.181 998.181 1679 THE BOMBARDIER TRUST (UK) ESPOSITO MARCO 952.944 952.944 2026 THE GOVERNING COUNCIL OF THE SALVATION ARMY IN CANADA ESPOSITO MARCO 139.700 139.700 89 THE GREAT EASTERN LIFE ASSURANCE COMPANY LIMITED ESPOSITO MARCO 32.188 32.188 1656 THE HARTFORD CAPITAL APPRECIATION I ESPOSITO MARCO 1.639.910 1.639.910 1658 THE HARTFORD CAPITAL APPRECIATION I ESPOSITO MARCO 1.361.673 1.361.673 1662 THE HARTFORD CAPITAL APPRECIATION I ESPOSITO MARCO 489.268 489.268 1667 THE HARTFORD DIVERSIFIED INTERNATIONAL FUND ESPOSITO MARCO 18.563 18.563 1660 THE HARTFORD GLOBAL ALL-ASSET FUND THE HARTFORD MUTUAL FUNDS ESPOSITO MARCO 13.397 13.397 1659 THE HARTFORD GLOBAL REAL ASSET FUND ESPOSITO MARCO 158.738 158.738 1657 THE HARTFORD INTERNATIONAL OPPORTUNITIES ESPOSITO MARCO 4.335.301 4.335.301 1661 THE HARTFORD VALUE OPPORTUNITIES FU ESPOSITO MARCO 550.673 550.673 1227 THE HENRY SMITH CHARITY ESPOSITO MARCO 62.556 62.556 1537 THE INCOME FUND OF AMERICA INC ESPOSITO MARCO 30.547.000 30.547.000 389 THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVALOPMENT ESPOSITO MARCO 14.944 14.944 486 THE JOHNS HOPKINS UNIVERSITY ESPOSITO MARCO 188.220 188.220 1598 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 1.895.545 1.895.545 1599 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 1.972.642 1.972.642 1613 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 2.010.559 2.010.559 1620 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 999.326 999.326 1303 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 22.114 22.114 1308 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 394.100 394.100 1309 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 2.600 2.600 1310 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 11.909 11.909 1316 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 80.000 80.000
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. 1324 THE MASTER TRUST BANK OF JAPAN LTD ESPOSITO MARCO 330.000 330.000 1602 THE MASTER TRUST BANK OF JAPAN LTD.AS TRUSTEE FORGOVERNMENT PENSION ESPOSITO INVESTMENT MARCO FUND 1.134.780 1.134.780 1600 THE MASTER TRUST BANK OF JAPAN, LTD AS TRUSTEE FOR MUTB400045796 ESPOSITO MARCO 1.917.536 1.917.536 1606 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045792 ESPOSITO MARCO 1.738.972 1.738.972 560 THE MASTER TRUST BK OF JP LTD: HITACHI FOREIGN EQ INDEX MF ESPOSITO MARCO 37.626 37.626 171 THE MEDICAL CENTRE INSURANCE COMPANY LTD. ESPOSITO MARCO 6.347 6.347 1710 THE METHODIST CHURCH IN IRELAND EQ FUND ESPOSITO MARCO 16.000 16.000 1720 THE NATIONAL BANK OF KAZAKISTAN ESPOSITO MARCO 31.123 31.123 30 THE NOMURA TRUST AND BANKING CO LTD ESPOSITO MARCO 47.520 47.520 1137 THE NORTH.TRUST C, SUB-ADV COLLECT FUNDS ESPOSITO MARCO 243.831 243.831 168 THE PASSIVE GLOBAL SHARE TRUST ESPOSITO MARCO 141.176 141.176 707 THE PHILLIPS 66 UK PENSION PLAN ESPOSITO MARCO 19.537 19.537 676 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ESPOSITO MARCO 61.582 61.582 677 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ESPOSITO MARCO 85.801 85.801 86 THE PRUDENTIAL INVESTMENT PORTFOLIOS INCDRYDEN ACTIVE ALLOCATIONESPOSITO MARCO 3.156 3.156 82 THE PRUDENTIAL SERIES FUND INC CONSERVATIVE BALANCED PORTFOLIO ESPOSITO MARCO 26.639 26.639 79 THE PRUDENTIAL SERIES FUND INC-FLEXIBLE MANAGED PORTFOLIO ESPOSITO MARCO 22.558 22.558 938 THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ESPOSITO MARCO 739.124 739.124 485 THE RETIREMENT ANN PL FOR EMPL OF THE ARMY&AIR FORCE EX SERV ESPOSITO MARCO 91.825 91.825 379 THE ROYAL BANK OF SCOTLAND GROUP PENSION FUND ESPOSITO MARCO 67.788 67.788 381 THE ROYAL BANK OF SCOTLAND GROUP PENSION FUND ESPOSITO MARCO 1.882.193 1.882.193 2027 THE SALVATION ARMY OFFICERS' RETIREMENT TRUST FUN ESPOSITO MARCO 29.287 29.287 1475 THE SPRUCEGROVE DELAWARE TRUST ESPOSITO MARCO 1.091.517 1.091.517 1944 THE STATE OF CONNECTICUT ACTINGTHROUGH ITS TREASURER ESPOSITO MARCO 336.427 336.427 1945 THE STATE OF CONNECTICUT ACTINGTHROUGH ITS TREASURER ESPOSITO MARCO 591.727 591.727 953 THE UNIVERSAL INST F INC - GLOBAL TACT ASSET ALL PTF ESPOSITO MARCO 1.686 1.686 1119 THE UNIVERSITY OF ARKANSAS FOUNDATION ESPOSITO MARCO 98.063 98.063 591 THE WALT DISNEY COMPANY RETIREMENT PLAN MASTER TRUST ESPOSITO MARCO 12.253 12.253 1218 THE WALTON FAMILY FOUNDATION ESPOSITO MARCO 66.071 66.071 791 THE WELLINGTON TR CO NAT ASS MULT COLLECTIVE INV F TRUST II ESPOSITO MARCO 157.802 157.802 792 THE WELLINGTON TR CO NAT ASS MULT COLLECTIVE INV F TRUST II ESPOSITO MARCO 217.049 217.049 790 THE WELLINGTON TR CO NAT ASS MULT COMM, ENDURING ASSETS PTF ESPOSITO MARCO 1.327.352 1.327.352 788 THE WELLINGTON TR COM NATIONAL ASS MULT COLLECT INV F TRUST ESPOSITO MARCO 17.565 17.565 789 THE WELLINGTON TR COM NATIONAL ASS MULT COLLECT INV F TRUST ESPOSITO MARCO 544.730 544.730 756 THE WORKERS' COMPENSATION BOARD ESPOSITO MARCO 3.104.713 3.104.713 1995 THE XSTRATA CANADA PENSION FUNDS TRUST FOREIGN EQUITY FUND ESPOSITO MARCO 353.129 353.129 1333 THORNBURG GLOBAL INVESTMENT PLC THORNBUR ESPOSITO MARCO 3.526 3.526 574 THORNBURG INVESTMENT INCOME BUILDER FUND ESPOSITO MARCO 6.631.704 6.631.704 1430 THREADNEEDLE GLOBAL EQUITY INCOME FUND ESPOSITO MARCO 118.546 118.546 11 THREADNEEDLE SPECIALIST INVESTMENT FUNDS ICVC - GLOBAL EQUITY INCOME ESPOSITO FUND MARCO 5.097.399 5.097.399 46 THREADNEEDLE SPECIALIST INVESTMENT FUNDS ICVC - PAN EUROPEANEQUITY ESPOSITO DIVIDEND MARCO FUND 262.935 262.935
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 5.342.511 5.342.511 594 TIAA-CREF FUNDS - ENHANCED INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO 407.603 407.603 935 TIIA-CREF INTERNATIONAL EQUITY INDEX FUND ESPOSITO MARCO 913.995 913.995 57 TRADELINK GLOBAL EQUITY MASTER FUND LTD C O M AND C CORPORATE SERVICES ESPOSITO LTDMARCO 8.908 8.908 51 TRADELINK MASTER FUND LP - MANAGED LONG TERM CO TRADELINK CAPITAL ESPOSITO LLC MARCO 7.990 7.990 637 TRANSAMERICA ALLIANCEBERNSTEIN DYNAMIC ALLOCATION VP ESPOSITO MARCO 8.096 8.096 645 TRANSAMERICA BLACKROCK GLOBAL ALLOCATION VP ESPOSITO MARCO 146.761 146.761 1991 TREASURER OF THE STATE OF NORTHCAROLINAEQUITY INVESTMENT FUND POOLED ESPOSITO MARCO 399.927 399.927 1992 TREASURER OF THE STATE OF NORTHCAROLINAEQUITY INVESTMENT FUND POOLED ESPOSITO MARCO 217.177 217.177 1228 TRINITY COLLEGE ESPOSITO MARCO 24.024 24.024 1761 TRUST & CUSTODY SERVICES BANK LTD AS TRUSTEE FOR PENSION INVESTMENT ESPOSITO FUND TRUST MARCONUMBER 21 47.106 47.106 1627 TRUST AND CUSTODY SERVICED BANK LIMITED ESPOSITO MARCO 88.728 88.728 1628 TRUST AND CUSTODY SERVICED BANK LIMITED ESPOSITO MARCO 83.300 83.300 1629 TRUST AND CUSTODY SERVICED BANK LIMITED ESPOSITO MARCO 13.288 13.288 1053 TRUST AND CUSTODY SERVICES BANK LTD RE NIKKO CS GLOBAL ESPOSITO MARCO 400.000 400.000 1757 TRUST E CUSTODY SERVICES BANK LTD ESPOSITO MARCO 210.650 210.650 1758 TRUST E CUSTODY SERVICES BANK LTD ESPOSITO MARCO 19.490 19.490 1759 TRUST E CUSTODY SERVICES BANK LTD ESPOSITO MARCO 206.978 206.978 1760 TRUST E CUSTODY SERVICES BANK LTD ESPOSITO MARCO 76.361 76.361 484 TRUST FOR RETIR MED, DENT & LIFE INS ARMY&AIR FORCE EXCH ESPOSITO MARCO 41.540 41.540 1721 TUTMAN B&CE CONTRACTED-OUT PENSION SCHEM ESPOSITO MARCO 118.091 118.091 1115 TYCO ELECTRONICS RETIREMENT SAVINGS AND ESPOSITO MARCO 54.887 54.887 599 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 24.752 24.752 616 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 32.261 32.261 617 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 42.875 42.875 625 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 64.216 64.216 778 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 86.750 86.750 779 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 35.267 35.267 780 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 31.494 31.494 781 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 179.791 179.791 782 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 58.746 58.746 783 UAW RETIREE MEDICAL BENEFITS TRUST ESPOSITO MARCO 153.761 153.761 1447 UBI SICAV ESPOSITO MARCO 1.032 1.032 776 UBS (IRL) ETF PLC ESPOSITO MARCO 1.693 1.693 777 UBS (IRL) ETF PLC ESPOSITO MARCO 13.029 13.029 1468 UBS (IRL) INVESTOR SELECTION PLC 1 ESPOSITO MARCO 317.691 317.691 1773 UBS (LUX) EQUITY SICAV ESPOSITO MARCO 7.505.717 7.505.717 2069 UBS (LUX) SICAV 1 ESPOSITO MARCO 39.071 39.071 1775 UBS (LUX) SICAV 1 EMU EQUITIES ENHANCED (EUR) ESPOSITO MARCO 510.256 510.256 48 UBS (LUX) STRATEGY XTRA SICAV ESPOSITO MARCO 21.233 21.233 1630 UBS EQUITY LONG SHOR MULTI-STRATEGY FUND ESPOSITO MARCO 11.916 11.916
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 5.533 5.533 844 UBS ETF ESPOSITO MARCO 6.067 6.067 845 UBS ETF ESPOSITO MARCO 688.312 688.312 846 UBS ETF ESPOSITO MARCO 26.395 26.395 847 UBS ETF ESPOSITO MARCO 21.432 21.432 848 UBS ETF ESPOSITO MARCO 56.043 56.043 849 UBS ETF ESPOSITO MARCO 20.101 20.101 850 UBS ETF ESPOSITO MARCO 16.268 16.268 851 UBS ETF ESPOSITO MARCO 49.482 49.482 852 UBS ETF ESPOSITO MARCO 284.100 284.100 853 UBS ETF ESPOSITO MARCO 108.659 108.659 45 UBS FUND MANAGEMENT (SWITZERLAND) AG ESPOSITO MARCO 1.113.360 1.113.360 1772 UBS FUND MANAGEMENT(LUXEMBOURG) SA ESPOSITO MARCO 4.843.423 4.843.423 1503 UBS GLOBAL ASSET MANAGEMENT LIFE LTD ESPOSITO MARCO 578.409 578.409 1554 UBS GLOBAL ASSET MANAGEMENT LIFE LTD ESPOSITO MARCO 8.150 8.150 1774 UBS MULTI MANAGER ACCESS EMU EQUITIES ESPOSITO MARCO 199.837 199.837 1618 UKA-FONDS ESPOSITO MARCO 46.200 46.200 380 ULSTER BANK PENSION TRUSTEES LIMITED ESPOSITO MARCO 68.766 68.766 2048 UMC BENEFIT BOARD, INC ESPOSITO MARCO 1.499.660 1.499.660 2049 UMC BENEFIT BOARD, INC ESPOSITO MARCO 41.484 41.484 1464 UNI-GLOBAL ESPOSITO MARCO 5.350.000 5.350.000 1768 UNION INVESTMENT INSTITUTIONAL GMBH ESPOSITO MARCO 91.650 91.650 1771 UNION INVESTMENT LUXEMBOURG SA ESPOSITO MARCO 4.796.230 4.796.230 1767 UNION INVESTMENT PRIVATFONDS GMBH ESPOSITO MARCO 377.566 377.566 71 UNISUPER ESPOSITO MARCO 131.620 131.620 78 UNISUPER ESPOSITO MARCO 56.528 56.528 1169 UNITED NATIONS RELIEF AND WORKS FOR PALESTINIAN REFUGEES IN THE NEAR ESPOSITO EAST MARCO 9.297 9.297 2051 UNITED TECHNOLOGIES CORP. MASTER RETIREMENT TR ESPOSITO MARCO 156.754 156.754 590 UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN ESPOSITO MARCO 138.662 138.662 274 UNIVERS CNP 1 ESPOSITO MARCO 570.212 570.212 1393 UNIVERSAL INVEST BAYVK A1 FONDS ESPOSITO MARCO 554.508 554.508 388 UNIVERSAL SHIPOWNERS MARINE INSURANCE ASSOCIATION LIMITED ESPOSITO MARCO 10.617 10.617 1449 UNIVERSE THE CMI GLOBAL NETWORK FUND ESPOSITO MARCO 423.344 423.344 2050 UNIVERSITY OF PITTSBURGH MEDICAL CENTER SYSTE ESPOSITO MARCO 35.123 35.123 2014 UPMC BASIC RETIREMENT PLAN MASTER TRUST ESPOSITO MARCO 23.944 23.944 2047 UPS GROUP TRUST ESPOSITO MARCO 210.813 210.813 1650 URS CORPORATION 401K RETIREMENT PLAN 600 ESPOSITO MARCO 80.502 80.502 545 USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ESPOSITO MARCO 46.516 46.516 1247 UTAH STATE RETIREMENT SYSTEMS ESPOSITO MARCO 289.956 289.956 1392 Universal-Investment-Gesellschaft mbh on behalf of Universal-OCO-Fonds ESPOSITO MARCO 37.905 37.905 939 VALIC COMPANY I - INTERNATIONAL EQUITIES FUND ESPOSITO MARCO 163.109 163.109
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. 1322 VANGUARD CAPITAL VALUE FUND ESPOSITO MARCO 1.397.131 1.397.131 1511 VANGUARD CARBON AWARE INTERNATIONAL SHAR ESPOSITO MARCO 30.134 30.134 1301 VANGUARD EUROPEAN STOCK INDEX FUND ESPOSITO MARCO 4.382.072 4.382.072 1614 VANGUARD FID COMPANY EUROPEAN STOCK INDE ESPOSITO MARCO 110.686 110.686 1320 VANGUARD FTSE ALL-WORLD EX US INDEX FUND ESPOSITO MARCO 2.486.147 2.486.147 785 VANGUARD FTSE DEVELOPED EUROPE INDEX ETF ESPOSITO MARCO 2.229 2.229 1329 VANGUARD FUNDS PLC ESPOSITO MARCO 36.660 36.660 1337 VANGUARD FUNDS PLC ESPOSITO MARCO 31.039 31.039 1338 VANGUARD FUNDS PLC ESPOSITO MARCO 36.903 36.903 1341 VANGUARD FUNDS PLC ESPOSITO MARCO 7.890 7.890 1342 VANGUARD FUNDS PLC ESPOSITO MARCO 1.864 1.864 1531 VANGUARD GLOBAL INFRASTRUCTURE FUND ESPOSITO MARCO 142.241 142.241 1508 VANGUARD INTERNATIONAL SHARE INDEX FUND ESPOSITO MARCO 694.840 694.840 786 VANGUARD INV F ICVC- FTSE DEV WOR LD EX - U.K. EQ INDEX F ESPOSITO MARCO 171.919 171.919 787 VANGUARD INV F ICVC-VANGUARD FTSE DEV EUROPE EX-UK EQ INDEX F ESPOSITO MARCO 374.866 374.866 1469 VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO 226.128 226.128 1470 VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO 61.797 61.797 1471 VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO 736.050 736.050 1472 VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO 562.126 562.126 1473 VANGUARD INVESTMENT SERIES, PLC ESPOSITO MARCO 1.274.728 1.274.728 1302 VANGUARD TAX-MANAGED INTERNATIONAL FUND ESPOSITO MARCO 6.754.266 6.754.266 1607 VANGUARD TOTAL INTERNATIONAL STOCK INDEX ESPOSITO MARCO 13.529.932 13.529.932 1318 VANGUARD TOTAL WORLD STOCK INDEX FUND ESPOSITO MARCO 286.106 286.106 1576 VANTAGEPOINT INTERNATIONAL FUND ESPOSITO MARCO 585.000 585.000 1572 VANTAGEPOINT OVERSEAS EQUITY INDEX FUND ESPOSITO MARCO 50.384 50.384 1296 VERDIPAPI KLP AKSJEUROPA INDEKS 1 ESPOSITO MARCO 81.305 81.305 1295 VERDIPAPIRFONDET KLP AKSJEGLOBAL 1 ESPOSITO MARCO 208.397 208.397 2058 VERIZON MASTER SAVINGS TRUST. ESPOSITO MARCO 254.066 254.066 73 VICTORIAN SUPERANNUATION FUND ESPOSITO MARCO 113.368 113.368 366 VICTORIAN SUPERANNUATION FUND ESPOSITO MARCO 25.237 25.237 367 VICTORIAN SUPERANNUATION FUND ESPOSITO MARCO 497.347 497.347 368 VICTORIAN SUPERANNUATION FUND ESPOSITO MARCO 38.286 38.286 137 VIDENT INTERNATIONAL INDEX FUND ESPOSITO MARCO 234.565 234.565 1637 VINSON AND ELKINS LLP RETIREMENT PLANS MASTER TRUST JPMORGANCHASE ESPOSITO BANK AS MARCO TRUSTEE FOR THE 87.818 VINSON AND ELK 87.818 INS LLP RE 2053 VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO 60.470 60.470 2054 VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO 50.690 50.690 2055 VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO 134.903 134.903 2056 VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO 2.899.917 2.899.917 2057 VIRGINIA RETIREMENT SYSTEM. ESPOSITO MARCO 586.300 586.300 145 VIRTUS ALTERNATIVE INFLATION SOLUTION FUND ESPOSITO MARCO 62.300 62.300 146 VIRTUS ALTERNATIVE TOTAL SOLUTION FUND ESPOSITO MARCO 45.900 45.900
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. 1616 VIRTUS GLOBAL DIVIDEND FUND ESPOSITO MARCO 267.265 267.265 1634 VIRTUS TOTAL RETURN FUND ESPOSITO MARCO 202.197 202.197 1446 VONTOBEL FUND ESPOSITO MARCO 1.000.000 1.000.000 97 VOYA INTERNATIONAL INDEX PORTFOLIO ESPOSITO MARCO 245.993 245.993 1353 VRP 2 ESPOSITO MARCO 37.547 37.547 1114 Voluntary Employees Beneficiary Associat ESPOSITO MARCO 7.388 7.388 798 WASHINGTON STATE INVESTMENT BOARD ESPOSITO MARCO 762.621 762.621 799 WASHINGTON STATE INVESTMENT BOARD ESPOSITO MARCO 78.401 78.401 1335 WELLI TRUS NAT ASSOC COMMON TRUST FUNDS ESPOSITO MARCO 14.616 14.616 817 WELLINGTON MANAGEMENT PORTFOLIOS (DUBLIN) PLC ESPOSITO MARCO 1.021.652 1.021.652 958 WELLINGTON MGMT PTF KY-DIVERSIFIED INFLATION HEDGES PTF-Q INV ESPOSITO MARCO 197.934 197.934 793 WELLINGTON TR CO NAT ASS MULT COM TR F TR DAILY END ASS PTF ESPOSITO MARCO 2.426.353 2.426.353 1336 WELLINGTON TRUST CO NA MULTI. COLLECT. ESPOSITO MARCO 2.068 2.068 1327 WELLINGTON TRUST COMP,COMM TRUST INT OPP ESPOSITO MARCO 1.271.660 1.271.660 795 WELLS FARGO ADVANTAGE ALTERNATIVE STRATEGIES FUND ESPOSITO MARCO 6.504 6.504 517 WELLS FARGO ADVANTAGE GLOBAL DIVIDEND OPPORTUNITY FUND ESPOSITO MARCO 500.000 500.000 516 WELLS FARGO ADVANTAGE UTILITIES AND HIGH INCOME FUND ESPOSITO MARCO 200.000 200.000 731 WELLS FARGO ADVANTAGE UTILITY & TELECOMMUNICATIONS FUND ESPOSITO MARCO 500.000 500.000 794 WELLS FARGOMASTER TRUST DIVERSIFIED STOCK PORTFOLIO ESPOSITO MARCO 157.963 157.963 1716 WEST MIDLANDS METROPOLITAN AUTHORITI ESPOSITO MARCO 240.000 240.000 1717 WEST YORKSHIRE PENSION FUND ESPOSITO MARCO 300.000 300.000 710 WESTPAC INTERNATIONAL SHARE INDEX TRUST ESPOSITO MARCO 66.763 66.763 1272 WHEELS COMMON INVESTMENT FUND ESPOSITO MARCO 23.527 23.527 1273 WHEELS COMMON INVESTMENT FUND ESPOSITO MARCO 31.259 31.259 1274 WHEELS COMMON INVESTMENT FUND ESPOSITO MARCO 21.691 21.691 1428 WHOLESALE GLOBAL EQUITY INDEX FUND ESPOSITO MARCO 20.329 20.329 1423 WHOLESALE UNIT TRUST GL. INFASTRUCTURE F ESPOSITO MARCO 55.306 55.306 1422 WHOLESALE UNIT TRUST MSCI GLOB INDEX SHS ESPOSITO MARCO 31.878 31.878 494 WILLIAM BEAUMONT HOSPITAL ESPOSITO MARCO 17.870 17.870 493 WILLIAM BEAUMONT HOSPITAL EMPLOYEES' RETIREMENT PLAN ESPOSITO MARCO 30.990 30.990 1148 WILSHIRE INTERNATIONAL EQUITY FUND ESPOSITO MARCO 65.483 65.483 801 WISDOMTREE DEFA EQUITY INCOME FUND ESPOSITO MARCO 218.257 218.257 802 WISDOMTREE DEFA FUND ESPOSITO MARCO 223.760 223.760 803 WISDOMTREE GLOBAL EQUITY INCOME FUND ESPOSITO MARCO 48.493 48.493 806 WISDOMTREE GLOBAL EX-U.S. UTILITIES FUND ESPOSITO MARCO 90.755 90.755 804 WISDOMTREE INTERNATIONAL DIVIDEND EX-FINANCIALS FUND ESPOSITO MARCO 1.043.657 1.043.657 805 WISDOMTREE INTERNATIONAL LARGECAP DIVIDEND FUND ESPOSITO MARCO 185.025 185.025 796 WISDOMTREE ISSUER PUBLIC LIMITED COMPANY ESPOSITO MARCO 3.144 3.144 112 WM POOL-EQUITIES TRUST NO.42 ESPOSITO MARCO 855.280 855.280 2059 WOODBRIDGE INVESTMENTS CORPORATION ESPOSITO MARCO 126.400 126.400 365 WORKCOVER CORPORATION OF SOUTH AUSTRALIA ESPOSITO MARCO 940.589 940.589
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 289.794 289.794 800 WSIB INVESTMENTS (PUBLIC EQUITIES) POOLED FUND TRUST ESPOSITO MARCO 669.563 669.563 1514 WSSP INTERNATIONAL EQUITIES TRUST ESPOSITO MARCO 67.348 67.348 1515 WSSP INTERNATIONAL EQUITIES TRUST ESPOSITO MARCO 12.739 12.739 1566 WYOMING RETIREMENT SYSTEM ESPOSITO MARCO 136.486 136.486 1585 WYOMING RETIREMENT SYSTEM ESPOSITO MARCO 32.063 32.063 1586 WYOMING RETIREMENT SYSTEM ESPOSITO MARCO 90.904 90.904 1587 WYOMING RETIREMENT SYSTEM ESPOSITO MARCO 47.590 47.590 1588 WYOMING RETIREMENT SYSTEM ESPOSITO MARCO 34.963 34.963 1492 YOUNG MENS CHRISTIAN ASSOCIATION RETIREM ESPOSITO MARCO 34.345 34.345 1589 YOUNG MENS CHRISTIAN ASSOCIATION RETIREM ESPOSITO MARCO 30.875 30.875 Overview of voters in favour TOTAL IN FAVOUR of which IN PERSON BY PROXY n 1.728 shareholders for n 2.007.579.894 Shares 59,37 % of the share capital n 3 shareholders for n 20.503 Shares 0,00 % of the share capital n 1.725 shareholders for n 2.007.559.391 Shares 59,37 % of the share capital
SNAM S.p.A. BYLAWS Chapter I - ESTABLISHMENT AND CORPORATE PURPOSE ARTICLE 1 1.1 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 2 2.1 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 3 3.1 The Company s head office is in San Donato Milanese, Milan, Piazza Santa Barbara 7. 1
3.2 Additional offices, branches, agencies, subsidiaries and representative offices may be established or wound up in Italy and abroad. ARTICLE 4 4.1 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 5 5.1 The share capital amounts to 3,571,187,994.00 (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 505,000,000.00 (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 122567 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 6 6.1 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 7 7.1 The Company may issue bonds, including convertible bonds or warrant bonds and other certificates of indebtedness in the correct legal forms. 2
Chapter III SHAREHOLDERS MEETING ARTICLE 8 8.1 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 9 9.1 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 10 10.1 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. 10.2 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 email. The related documents shall be kept by the Company. 10.3 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. 10.4 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. 10.5 The conduct of Shareholders Meetings is governed by meeting regulations approved by the ordinary Shareholders Meeting. ARTICLE 11 11.1 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. 11.2 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. 11.3 The Shareholders Meeting appoints a Secretary, who need not be a shareholder. 11.4 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 12 12.1 The validity of the formation of Shareholders Meetings is established by law. 12.2 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
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. 12.3 For other matters within its powers, the ordinary Shareholders Meeting decides with the majorities set by law. 12.4 The extraordinary Shareholders Meeting resolves with a majority of at least three-fourths of the capital present at the meeting. 12.5 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 13 13.1 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. 13.2 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. 13.3 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
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. 13.4 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. 13.5 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
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. 13.6 The list voting mechanism applies only for the replacement of the entire Board of Directors. 13.7 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. 13.8 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. 13.9 The Board of Directors may form internal committees charged with consultative and advisory duties on specific matters. ARTICLE 14 14.1 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 15 15.1 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
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. 15.2 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. 15.3 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 16 16.1 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. 16.2 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. 16.3 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. 16.4 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
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 17 17.1 A Board of Directors meeting is valid if present a majority of members is present. 17.2 Resolutions are adopted by a simple majority of members present and, in the event of a tie, by the meeting chairman s casting vote. 17.3 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. 17.4 Copies of minutes certified by the Chairman of the meeting and the Secretary of the Board of Directors are valid for legal purposes. ARTICLE 18 18.1 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. 18.2 Board members with specific duties receive remuneration set by the Board of Directors following the opinion of the Board of Statutory Auditors. ARTICLE 19 19.1 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 20 20.1 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. 20.2 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
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
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. 20.4 Outgoing statutory auditors may be re-elected. 20.5 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. 20.6 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 21 21.1 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. 21.2 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 22 22.1 The liquidation and wind-up of the Company is governed by the relevant laws. Chapter VIII GENERAL PROVISIONS ARTICLE 23 23.1 All matters not expressly covered or not otherwise regulated by the Bylaws are governed by provisions of law. 10