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Italgas: slates filed for renewal of the corporate bodies. Shareholder CDP Reti s.p.a. submits a resolution proposal pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF

Posted on April 22, 2025 by adigiuseppe

Milan, April 22, 2025 – Italgas announces that 3 lists of candidates for the Board of Directors and 3 lists of candidates for the Board of Statutory Auditors have been filed, in view of the Shareholders’ Meeting of 13 May 2025, convened in a single call, which will renew the corporate bodies.

The shareholders CDP Reti S.p.A. and Snam S.p.A., jointly holding a total of 39.42% of the share capital of Italgas, filed 1 joint slate of candidates for the office as members of the Board of Directors:

Paolo Ciocca, (Chairman) (*)
Paolo Gallo (**)
Qinjing Shen
Cecilia Andreoli (*)
Fabio Barchiesi
Costanza Bianchini (*)
Erika Furlani (*)
Alessandra Bucci (*)
Aldo Mancino (*)

(*) Candidate who declared to meet the independence requirements pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of Legislative Decree No. 58 of 24 February 1998 (CLF), and Article 2 of the Corporate Governance Code.

(**) Candidate possessing the specific professional expertise required for the role of Chief Executive Officer.

The aforementioned Shareholders, in line with the recommendations of the Corporate Governance Code and the explanatory report of the Board of Directors of Italgas concerning item 4 on the agenda — appointment of the Board of Directors — highlighted that the proposed candidates take into account the “Guidelines of the Board of Directors of Italgas S.p.A. to Shareholders on the future size and composition of the new Board of Directors” (approved on 12 February 2025), as well as Italgas’ “Diversity of Corporate Bodies Policy” (approved on 24 January 2019 and most recently updated on 13 June 2023).

The shareholder CDP Reti, holder of 25.96% of Italgas’ share capital, also filed 1 slate of candidates for the position of members of the Board of Statutory Auditors:

for the office of Standing Auditor:

Eliana Quintili (*) (**)
Maurizio Di Marcotullio (*) (**)

for the office of Alternate Auditor:

Stefano Podda (*) (**)

(*) Candidate enrolled in the register of external auditors who has declared to have worked on legal audits for a period of no less than three years.

(**) Candidate who declared possession of the independence requirements pursuant to article 148, subsection 3, letters b) and c) of CLF and of article 2 of the Corporate Governance Code.

The shareholder Inarcassa Cassa Nazionale di Previdenza ed Assistenza per gli Ingegneri ed Architetti Liberi Professionisti (“Inarcassa”), holder of 1.372% of Italgas’ share capital, filed 1 slate of candidates for office as members of the Board of Directors and 1 list of candidates for office as members of the Board of Statutory Auditors.

The list of candidates for the position of members of the Board of Directors submitted by Inarcassa is composed of:

Gianmarco Montanari (*)
Alessandra Faella (*)

(*) Candidate who declared to meet the independence requirements pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of the CLF and Article 2 of the Corporate Governance Code.

The list of candidates for the position of members of the Board of Statutory Auditors presented by Inarcassa consists of:

for the office of Standing Auditor:

Giulia Pusterla (*) (**)

for the office of Alternate Auditor:

Maurizio De Filippo (*) (**)

(*) Candidate enrolled in the register of external auditors who has declared to have worked on legal audits for a period of no less than three years.

(**) Candidate who declared possession of the independence requirements pursuant to article 148, subsection 3, letters b) and c) of CLF and of article 2 of the Corporate Governance Code.

Some institutional¹ investors, collectively holding 1.11726% of the share capital, submitted 1 joint list of candidates for the position of members of the Board of Directors and 1 joint list of candidates for the position of members of the Board of Statutory Auditors.

The list of candidates for the position of members of the Board of Directors submitted by the institutional investors is composed of:

Alessandra Ferrari (*)
Maria Beatrice Francesca Gerosa (*)
Luciano Carbone (*)

(*) Candidate who declared to meet the independence requirements pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of the CLF and Article 2 of the Corporate Governance Code.

The list of candidates for the position of Statutory Auditors submitted by institutional investors is composed of:

for the office of Standing Auditor:

Francesco Fallacara (*) (**)

for the office of Alternate Auditor:

Maria Federica Izzo (*) (**)

(*) Candidate enrolled in the register of external auditors who has declared to have worked on legal audits for a period of no less than three years.

(**) Candidate who declared possession of the independence requirements pursuant to article 148, subsection 3, letters b) and c) of CLF and of article 2 of the Corporate Governance Code.

***

Resolution proposal of the shareholder CDP RETI S.p.A. pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF

In relation to the items on the agenda of the Shareholders’ Meeting of Italgas, convened for 13 May 2025, the shareholder CDP Reti S.p.A. submitted a resolution proposal, pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF, with reference to point 4, sub 4.3 on the agenda “Appointment of the Chairman of the Board of Directors” proposing the “Appointment of Paolo Ciocca, as Chairman of the Board of Directors.”

***

The lists and the related documentation required by applicable regulations are available to the public at the registered office of Italgas in Milan, Via Carlo Bo 11, on the Company’s website (www.italgas.it, under the “Investors” – “Governance” – “Shareholders’ Meeting” – page section “Shareholders’ Meeting: 13 May 2025”) on the authorized storage mechanism “eMarket STORAGE” at www.emarketstorage.com.

¹Anima Sgr S.p.A., manager of the Anima Iniziativa Italia fund; Arca Fondi Sgr S.p.A., manager of the Fondo Arca Azioni Italia fund; BNP Paribas Asset Management; Eurizon Capital S.A., manager of the Eurizon Fund sub-funds: Italian Equity Opportunities and Equity Italy Smart Volatility, as well as Eurizon Next 2.0 sub-fund Strategia Azionaria Dinamica, and Epsilon Fund sub-funds: Enhanced Constant Risk Contribution, Euro Q-Equity, Q-Flexible, QMultiasset ML Enhanced; Eurizon Capital SGR S.p.A., manager of the funds: Eurizon Am Rilancio Italia Tr, Eurizon PIR Italia Azioni, Eurizon Azioni Italia, Eurizon Rendita, Epsilon Qvalue, Epsilon Qreturn, Epsilon Dlongrun, Epsilon Qequity, Eurizon Progetto Italia 70 and Eurizon Progetto Italia 40; FAM Series UCITS ICAV, manager of the funds: Dynamic Profile Fam IV, Dynamic Profile Fam, Dyn Pro Fin Am Fund II, and Dynamic Profile Fam I; Fidelity Funds – Italy; Kairos Partners Sgr S.p.A. as Management Company of Kairos International Sicav – Key sub-fund; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity; Mediolanum Gestione Fondi Sgr S.p.A., manager of the funds: Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia.

The Shareholders’ Meeting approves the proposal for a Rights Issue

Posted on April 10, 2025April 10, 2025 by ldiclemente

The Shareholders’ Meeting approves the proposal for a Rights Issue for a maximum total amount of €1,020 million, as well as the 2025–2027 IGrant Employee Share Ownership Plan, the Stock Grant Plan, and the related capital increases to service them.

Milan, 10 April 2025 – The Ordinary and Extraordinary Shareholders’ Meeting of Italgas was held today in Milan under the chairmanship of Benedetta Navarra, with 79.43% of the share capital represented.

The Shareholders’ Meeting, in its extraordinary session, approved the proposal for a share capital increase for payment and in divisible form for a total maximum amount of 1,020 million euros (including any share premium), through the issue of ordinary shares, with regular dividend rights and having the same characteristics as those in circulation, to be offered as an option to the Company’s Shareholders in proportion to the number of shares held pursuant to Article 2441, paragraph 1, of the Civil Code, to be paid in cash (the “Rights Issue”). The Shareholders’ Meeting granted the Board of Directors full authority to define the terms and conditions of the Rights Issue, including the issue price, any share premium, the final amount of the Rights Issue, and the number of newly issued shares to be offered to shareholders, with the discretion to determine the timing of the Rights Issue.

As already communicated to the market, the Rights Issue is intended to serve the acquisition of 2i Rete Gas S.p.A., completed on April 1st, 2025 (the “Transaction”), and will allow to reduce the net financial debt of the Italgas Group (the “Group”) post-Transaction (and consequently the ratio between the net financial debt and the RAB), consistently with the current rating.

Furthermore, the Shareholders’ Meeting, in its ordinary session, approved the 2025–2027 “IGrant” share ownership plan (“IGrant Plan”), reserved for employees of Italgas and/or Group companies, under the terms and conditions set out in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with the applicable law, to which reference is made for further details. The IGrant Plan aims to strengthen Italgas people’s sense of belonging to the Company by granting eligible participants the opportunity to invest in Italgas shares and, upon the achievement of certain conditions, benefit from the free allocation of the Company’s ordinary shares.

To service the IGrant Plan, the Shareholders’ Meeting, in its extraordinary session, approved: (i) the proposal to increase the share capital for payment, in one or more tranches, for a maximum nominal amount of 4,960,000.00 euros, excluding option rights pursuant to Article 2441, subsection 8, of the Italian Civil Code, by issuing no more than 4,000,000 ordinary shares, to be reserved for the subscription by the beneficiaries of the IGrant Plan and (ii) the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of 7,440,000.00 euros, through the allocation pursuant to Article 2349 of the Italian Civil Code of a corresponding maximum amount of retained earnings reserves, with the issue of no more than 6,000,000 ordinary shares to be reserved for the beneficiaries of the IGrant Plan.

The Shareholders’ Meeting, in its ordinary session, also approved the Stock Grant Plan (“Stock Grant Plan”), reserved for employees of Italgas and/or Group companies, under the terms and conditions outlined in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with applicable regulations, to which reference is made for further details. The Stock Grant Plan is designed, both as a reward and an incentive tool, to allow individuals who have made a significant contribution to the Transaction to benefit from a portion of the value creation generated by the Transaction itself.

Lastly, the Shareholders’ Meeting, in its extraordinary session, approved the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of Euro 558,000.00, through the assignment pursuant to art. 2349 of the Italian Civil Code of a corresponding maximum amount of reserves from retained earnings, with the issue of no more than 450,000 ordinary shares to be reserved for the beneficiaries of the Stock Grant Plan.

***

This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and shall not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or in Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful. The securities may not be offered or sold in the United States or to US persons unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

Italgas: completed the acquisition of 2i Rete Gas S.p.A.

Posted on April 1, 2025April 4, 2025 by adigiuseppe

The CEO Paolo Gallo: “A deal of extraordinary value for our company and its shareholders, changing the shape of the sector by creating the European champion of gas distribution”

Milan, April 1, 2025 – Italgas closed today the acquisition of 99.94% of the share capital of 2i Rete Gas S.p.A. from the sellers F2i SGR S.p.A. and Finavias S.à.r.l.

The acquisition, announced to the market last October 5, was finalized following the obtaining of the Golden Power, Foreign Subsidies Regulation authorizations and of the AGCM (Italian Competition and Market Authority) one.

“The 2i Rete Gas acquisition is history unfolding before our eyes” commented Italgas CEO Paolo Gallo. “A deal of extraordinary value for the Country, changing the shape of the sector by creating a European champion capable of strengthening energy security and accelerating the achievement of decarbonization goals. Some months ahead of the initial announcement, today for Italgas Group a new phase of growth begins. It will see us working for the integration of 2i Rete Gas, taking advantage of significant industrial synergies, implementing the digital upgrade of the acquired grids and creating value for all our stakeholders”.

With this deal, Italgas Group becomes the first operator in gas distribution in Europe with more than 6,500 employees, 12.9 million customers served in Italy and Greece, 154,000 kilometers of grids and more than 13 billion cubic meters of gas distributed every year.

The consideration (equity value) of the transaction at closing – for 99.94% of the equity – is 2.0719 billion euros, based on the so-called locked-box mechanism ¹. 2i Rete Gas’ net financial debt (excluding ex IFRS 16 impacts) as at 31 December 2024 is equal to 3.2 billion euros.

With the closing, the integration of 2i Rete Gas into Italgas Group officially begins, in line with the Strategic Plan 2024-2030. The initial phase will focus on corporate and IT systems integration to quickly achieve the first synergies. In parallel, a large-scale digitization program of networks and processes will start, together with the implementation of artificial intelligence initiatives aimed at improving performances and service quality.

For additional information on 2i Rete Gas, on the strategic rationale and on the main terms and conditions of the deal, please refer to the press release published on 5 October 2024 and the information document written pursuant to Art. 71 of the 11971/1999 regulation which will be published within the terms and methodology required by the law.

¹ Equal to the price offered for the 100% of the equity of 2.060 billion euros, reduced by the payment to shareholders occurred from 1.1.2024 until the closing, and increased by the interests matured over the same time horizon

Changes to Italgas’ calendar of corporate events 2025

Posted on March 28, 2025 by ldiclemente

Milan, 28 March 2025 – Italgas announces that the publication of the press release relating to the 2025 first quarter results, initially scheduled for 6 May 2025, has been postponed to 7 May 2025, before the opening of the financial markets.

Consequently, the conference call to present the results to investors and financial analysts will be held on 7 May 2025. As usual, the time will be set in the press release of the results and in the invitation to the conference call that will follow.

Italgas: The Board of Directors convenes the Ordinary and Extraordinary Shareholders’ Meeting on 10 April 2025

Posted on March 11, 2025 by adigiuseppe

Milan, 11 March 2025 – The Board of Directors of Italgas, which met today under the chairmanship of Benedetta Navarra, resolved to call the Ordinary and Extraordinary Shareholders’ Meeting for next 10 April 2025, at 10:00 am, in a single call.

The Extraordinary Shareholders’ Meeting will be submitted the proposal for a share capital increase, for payment and in divisible form, for a maximum total amount of Euro 1,020 millions (including any share premium), through the issue of ordinary shares, with regular dividend rights and having the same characteristics as those in circulation, to be offered on a pre-emptive basis to the Company’s Shareholders in proportion to the number of shares held pursuant to Article 2441, paragraph 1, of the Civil Code, to be paid in cash (the “Rights Issue“).

It is proposed that the Shareholders’ Meeting grant the Board full authority to define the terms and conditions of the Rights Issue, including the issue price, any share premium, the final amount of the Rights Issue, and the number of newly issued shares to be offered to shareholders, with the discretion to determine the timing of the Rights Issue.

The Rights Issue proposal, as part of the acquisition of 2i Rete Gas S.p.A. (the “Transaction”), announced to the market on 5 October 2024, will allow to reduce the net financial debt of the Italgas Group (the “Group”) post-Transaction (and consequently the ratio between the net financial debt and the RAB) consistently with the current rating.

The Board also resolved to submit to the Shareholders’ Meeting, in ordinary session, the adoption of the 2025-2027 “IGrant” share ownership plan (“IGrant Plan“) reserved for employees of Italgas and/or Group companies. The IGrant Plan aims, among other things, to strengthen the sense of belonging of Italgas people to the Company, promote their participation in the growth of corporate value and increase the motivation of employees to achieve corporate objectives, providing for the attribution to the relevant recipients of the right to invest in the Company’s shares, as well as, upon the occurrence of certain conditions, to benefit from the free allocation of ordinary shares of the Company.

To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting: (i) the proposal to increase the share capital against payment, in one or more tranches, for a maximum nominal amount of 4,960,000.00 euros, excluding option rights pursuant to Article 2441, subsection 8, of the Italian Civil Code, by issuing no more than 4,000,000 ordinary shares, to be reserved for subscription to the recipients of the IGrant Plan and (ii) the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of 7,440,000.00 euros, through the allocation pursuant to Article 2349 of the Italian Civil Code of a corresponding maximum amount of retained earnings reserves, with the issue of no more than 6,000,000 ordinary shares to be reserved for the beneficiaries of the IGrant Plan.

Finally, the Board resolved to submit to the Ordinary Shareholders’ Meeting the approval of a Stock Grant Plan (“Stock Grant Plan”), reserved for employees of Italgas and/or Group companies. The plan is designed to reward and incentivise individuals who have made significant contributions to the Transaction, allowing them to benefit from a share of the value increase resulting from it.

To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of Euro 558,000.00, through the assignment pursuant to art. 2349 of the Italian Civil Code of a corresponding maximum amount of reserves from retained earnings, with the issue of no more than 450,000 ordinary shares to be reserved for the beneficiaries of the Stock Grant Plan.

The Ordinary and Extraordinary Shareholders’ Meeting will be held in Milan (MI), Via Carlo Bo no. 11, and those entitled to participate may also do so through Computershare S.p.A., identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF.

For further details, please refer to the call notice of the Ordinary and Extraordinary Shareholders’ Meeting of Italgas, as well as the explanatory reports and other documentation that will be made available by the Company in accordance with the procedures and timelines set by law.

***

Italgas: AGCM authorizes the acquisition of 2i Rete Gas by Italgas

Posted on March 11, 2025 by adigiuseppe

Final step to proceed with the closing.

Milan, 11 March 2025 – The Italian Competition and Market Authority (AGCM) authorized the transaction for the acquisition by Italgas of the sole control of 2i Rete Gas, with a provision ¹ notified today, deeming the remedies proposed by the Company suitable for resolving the potential critical issues identified at the opening of the investigation.

In light of today’s resolution and of the Golden Power² and Foreign Subsidies Regulation³ authorizations already achieved, Italgas will proceed with the closing of the transaction with the closure of the first quarter.

The measures prescribed by the AGCM concern the disposal of around 600 thousand PDRs (based on the data communicated by Italgas to the Authority) spread in 35 ATEMs⁴. The Group will have to complete the disposal process by the end of October 2025. Furthermore, the AGCM requested Italgas to implement behavioral measures, to be applied during future tenders, in all the ATEMs subject of investigation.

The divestments will take place through transparent, competitive and publicised procedures, open to operators suitable and qualified, with adequate financial means and capable to maintain and develop the activities, also for the purpose of participation in future tenders.

With the closing of the transaction, the Group becomes the European champion in gas distribution. Starting from the second quarter, Italgas will start the integration process of 2i Rete Gas, ahead of schedule, thus giving full realization to the 15.6 billion euros of investments included in the Strategic Plan 2024- 2030.

In the coming months, together with 2i Rete Gas, the Group will prioritize the corporate and information systems integration, the digitization of the network and of the processes to achieve the first important synergies in line with the Strategic Plan, starting at the same time the first large-scale applications of artificial intelligence.

¹ https://www.agcm.it/dotcmsdoc/allegati-news/C12688_chiusura%20istrutt_omi%20x%20PUBBL.pdf

² Obtained on 20 December 2024.

³ Obtained on 13 February 2025.

⁴ Agrigento, Bari 2, Benevento, Brescia 5, Caltanissetta, Campobasso, Caserta 2, Catania 1, Frosinone 2, L’Aquila 2, Mantova 2, Massa Carrara, Matera, Messina 2, Napoli 2, Novara 2, Padova 2, Padova 3, Potenza 1, Potenza 2, Ragusa, Reggio di Calabria-Vibo Valentia, Roma 4, Roma 5, Salerno 1, Salerno 3, Teramo, Torino 6, Trapani, Varese 1, Viterbo, Barletta-Andria-Trani, Caserta 1, Cosenza 2, Pisa.

Italgas: high demand for the “dual tranche” fixed-rate bond with 5 and 9-year maturities totaling 1 billion euros.

Posted on February 27, 2025 by ldiclemente

Milan, February 27, 2025 – Italgas S.p.A. (rated BBB+ by Fitch, Baa2 by Moody’s) successfully priced today a new dual-tranche bond issue with maturities of 5 and 9 years, both at fixed rate and for an amount of 500 million euros each. The transaction recorded orders exceeding 6 times the amount offered for both tranches and was characterized by a high quality and broad geographically diversified investor base. The extremely positive response from investors allowed therefore to achieve a cost lower than current market levels.

The two tranches have maturities of 5 and 9 years with an annual coupon of 2.875% and 3.500%, and spreads of 78 and 118 basis points over the reference rate, respectively (about 5bps below the fair value).

The issue was executed under Italgas’ EMTN Programme (Euro Medium Term Notes), renewed by resolution of the Board of Directors on October 24^th, 2024, for a total nominal amount of 10 billion euros.

The proceeds will be used to cover the financial needs expected during the year.

The placement, exclusively targeted to institutional investors, is organized and led, as Joint Bookrunners, by J.P. Morgan, Citi, Morgan Stanley, Société Générale, Bank of America, and Banca Akros.

The bond will be listed on the Luxembourg Stock Exchange.

Details of the two tranches are as follows:

Amount: 500 million euros

Maturity: March 6^th, 2030

Annual coupon: 2.875%.

Re-offer price: 99.446 (equivalent to a spread of 78 basis points over the reference Mid-Swap rate).

Amount: 500 million euros

Maturity: March 6^th, 2034

Annual coupon: 3.500%.

Re-offer price: 99.977 (equivalent to a spread of 118 basis points over the reference Mid-Swap rate).

Italgas launches a new fixed-rate bond issue divided into two tranches with maturities of 5 and 9 years

Posted on February 27, 2025February 27, 2025 by adigiuseppe

Milan, February 27, 2025 – Italgas S.p.A. (rated BBB+ by Fitch, Baa2 by Moody’s) launched this morning a new fixed-rate bond issuance on the market divided into two tranches with maturities of 5 and 9 years.

The placement, exclusively targeted to institutional investors, is organized and led, as Joint Bookrunners, by J.P. Morgan, Citi, Morgan Stanley, Société Générale, Bank of America e Banca Akros.

The proceeds will be used to cover the financial needs expected during the year.

Italgas: The Board of Directors convenes the Ordinary Shareholders’ Meeting on 13 May 2025

Posted on February 12, 2025February 12, 2025 by ldiclemente

Milan, 12 February 2025 – Italgas’ Board of Directors, which met today under the chairmanship of Benedetta Navarra, resolved to call the Ordinary Shareholders’ Meeting on 13 May 2025, at 2.00 p.m., in a single call, to resolve on the approval of the 2024 Financial Statements, the proposed profit allocation, the Report on the 2025 Remuneration Policy and 2024 Compensation Paid, as well as the appointment of corporate bodies.

The Board has resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.406 euros for each Company share. If so resolved by the Shareholders’ Meeting, the dividend will be paid out on 21 May 2025, with coupon date of 19 May 2025 (record date 20 May 2025).

The Board of Directors approved the explanatory reports on the items on the agenda, including those relating to the appointment of corporate bodies containing its proposals to the Shareholders’ Meeting with reference to the determination of (i) the term of office and remuneration of the Directors, as well as (ii) the remuneration of the Chairperson of the Board of Statutory Auditors and the Standing Auditors. The Board also approved the guidelines to Shareholders on the future size and composition of the new Board of Directors.

The Board of Directors, on the basis of information provided by those concerned, also ascertained, for all members, that there are no causes of ineligibility, forfeiture and incompatibility, that the integrity requirements laid down by current legislation are met, as well as compliance with the limits on the accumulation of offices established by the board; moreover, taking into account the provisions of the CLF and the Corporate Governance Code (and the quantitative and qualitative criteria approved by the Board of Directors for the independence assessment), the Board of Directors assessed the independence of its Directors on 12 February 2025, confirming the assessments made at the meeting on 12 March 2024. On the same date, the Board of Directors acknowledged the check performed by the Board of Statutory Auditors in respect of its members on the absence of situations of ineligibility, forfeiture and incompatibility, that they meet the professional and integrity requirements, the compliance with the limits on the accumulation of offices and that the independence requirements for members of the Board of Statutory Auditors were still met, also in accordance with the Corporate Governance Code (also taking into account the aforementioned quantitative and qualitative criteria).

In execution of the 2021-2023 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 20 April 2021, the Board resolved on the free assignment of a total of 511,604 new ordinary shares of the Company to the beneficiaries of said Plan (second cycle of the Plan) and resolved to execute the second tranche of the share capital increase approved by the aforesaid Shareholders’ Meeting, for a nominal amount of 634,388.96 euros drawn from retained earning reserves. The Company will provide accurate information in the manner and within the terms prescribed by law on the implementation of the Plan and the share capital resulting from the execution of said increase.

The Ordinary Shareholders’ Meeting will be held in Turin, Largo Regio Parco 9, and those entitled to participate may also do so through Computershare S.p.A., which has been identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF. For more information in this regard, see the call notice of the Ordinary Shareholders’ Meeting of Italgas which will be published by the Company in the manner and within the terms prescribed by law.

The Integrated Annual Report as at 31 December 2024, the Report on the 2025 Remuneration Policy and 2024 Compensation Paid, the 2024 Corporate Governance and Ownership Structure Report, the reports on the items on the agenda, and the remaining legal documentation for the purposes of the Shareholders’ Meeting will be made available within the timeframe indicated in the Shareholders’ Meeting call notice and in compliance with the terms of the law.

Italgas: consolidated results as at 31 december 2024 approved

Posted on February 12, 2025 by ldiclemente

THE BOARD OF DIRECTORS HAS CONVENED THE SHAREHOLDERS’ MEETING FOR 13 MAY 2025

Milan, 12 February 2025 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the consolidated results as at 31 December 2024 and resolved to propose to the Shareholders’ Meeting, called to meet on 13 May 2025, the distribution of a dividend of 0.406 euros per share (+15.3% compared to 2023).

Highlights

Adjusted total revenues: 1,778.8 million euros (+0.2%)
EBITDA adjusted: 1,350.9 million euros (+14.1%)
EBIT adjusted: 820.7 million euros (+20.5%)
Adjusted net profit attributable to the Group: 506.6 million euros (+15.2%)
Technical investments: 887.0 million euros – RAB at the end of 2024 of approximately 10 billion euros
Cash flow from operating activities: 1,098.7 million euros
Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12): 6,672.3 million euros
Net financial debt: 6,762.8 million euros
Scope 1 and 2 emissions: 119.2 10³ tCO₂eq, -20.7% compared to 2023 (same scope)¹;
Net energy consumption²: 395.9 TJ, -6.8% compared to 2023 (same scope)³;
Gas Leakage Rate⁴: 0.069% compared to 0.089% in 2023;
Networks inspected annually for gas leaks into the atmosphere⁵: 154% compared to 120% in 2023;
5% Gender Equity Pay Gap⁶.

In 2024 Italgas confirmed its excellence in managing its businesses, recording 32 consecutive quarters of growth and accelerating the digital transformation of its infrastructure to support the energy transition. The results achieved fit into the path set by the 2024-2030 Strategic Plan and the acquisition of 2i Rete Gas, strengthening the Group’s role in the sector.

In 2024, Italgas recorded adjusted total revenues of 1,778.8 million euros. This results was driven by the increase in gas distribution regulated revenue (+11.7% compared to 2023) and by the contribution of Acqua Campania, which offset the expected drop of the energy efficiency business following the end of “Superbonus” incentives.

Adjusted EBITDA grew by 14.1% reaching 1,350.9 million euros, thanks to a favorable regulatory framework, the recovery of inflation from previous years and the growth of the RAB, all in a context of continuous focus on operating efficiencies. Adjusted net profit attributable to the Group amounted to 506.6 million euros, with an increase of 15.2% compared to the previous year.

Cash flow from operating activities exceeded – for the first time – one billion euros (1,098.7 million euros), with a growth of 543.5 million euros compared to 2023 ensuring the full coverage of investments and M&A transactions, as well as the partial coverage of the payment of dividends equal to around 300 million euros.

In 2024, technical investments reached 887.0 million euros, achieving remarkable results: over 750 kilometres of gas distribution network were realized to improve territorial coverage, while digital transformation continued with the implementation of innovative technologies for intelligent infrastructure management.

In the water sector, the integration of acquired companies continues with the aim of optimizing service and reducing network losses through technological and digital innovation. Finally, in the energy efficiency sector, the development of offerings to industrial sector, large residential buildings and public administration continues, proposing advanced technological solutions based on those already applied within brilliant results in the Italgas Group.

Paolo Gallo, CEO of Italgas, commented:

“The 2024 results bring another year of extraordinary growth to completion. An uninterrupted journey that has continued over thirty-two quarters in line with the development goals set by the 2024-2030 Strategic Plan.

The main economic and financial results from 2024 show continuous growth: adjusted EBITDA increased by 14.1%, rising to 1,350.9 million euros and Group adjusted net profit exceeded 500 million euros, up 15.2% compared to 2023.

With approximately 900 million euros invested in 2024, the second half of the year was characterised by the announced acceleration in the development of networks and facilities, so as to ensure stronger impetus to a sustainable, secure and competitive energy transition for Italy and Greece.

The digital transformation of the water networks, made possible by the application of cutting-edge technology developed on the gas network, allows us to achieve progressively increasing results and to recover efficiency and value for the communities and territories served.

Technological innovation, digitisation, circular economy and sustainability are confirmed as the main drivers of our vision for the future. A future that, thanks to the commitment and resourcefulness of our people and the upcoming integration of 2i Rete Gas, will see us take centre stage more and more often thanks to our role as European champion of gas distribution and recognised global technological benchmark”.

Benedetta Navarra, Chairperson of Italgas, commented:

“2024 was another year of operational excellence which contributed to consolidate our role as a global technological benchmark. This performance was not only reflected in the brilliant process of economic and financial growth, but also in the achievement of sustainability targets at the service of the energy transition in the countries where we operate, with a focus on creating value for all stakeholders.

The solid results will allow us to propose to the Shareholders’ Meeting the distribution of a dividend of 0.406 euros per share, up 15.3% compared to the previous year. An important signal for the satisfaction of our investors”.

¹Also considering Acqua Campania (consolidated from 30 January 2024), which contributed 54.4 10³ tCO₂eq in market-based Scope 1 and 2 emissions, total Group emissions in 2024 were 173.6 10³ tCO₂eq.

²This refers to total energy consumption, from which any self-produced and self-consumed electricity consumption is subtracted.

³Also considering Acqua Campania, which consumed 392.7 TJ of energy, and the consumption of self-generated non-fuel renewable energy for the rest of the Group (0.5 TJ), total Group consumption in 2024 was 789.2 TJ.

⁴Calculated as the ratio between fugitive emissions of natural gas and volumes of gas distributed.

⁵Value calculated as the ratio between the linear extension of the networks inspected in the calendar year and the total extension of the Group’s gas networks.

⁶Calculated as the change in the average ratio of the hourly basic pay of women to men for comparable groups of employees according to organisational weight, referred to the Italian scope.