Market abuse procedure
The procedures relating to the Market Abuse Regulation aim to protect the transparency and integrity of the financial markets.
The Market Abuse Procedures have been implemented by Italgas S.p.A. (“Italgas” or the “Company”) pursuant to the Market Abuse Regulation (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of the European Union of 16 April 2014 on market abuse – Market Abuse Regulation), as subsequently supplemented and amended (“MAR”), which aims to protect the transparency and integrity of the financial markets.
On 5 September 2016, the Company’s Board of Directors, in compliance with Market Abuse Regulation and its implementing regulations, approved the Market Abuse Procedure, last updated on February 22, 2023 and December 16, 2024 in order to implement the latest regulatory changes.
At the end of the process of verifying and updating the Market Abuse Procedure and taking into account the main topics of concern to the Company, the Market Abuse Procedure breaks down into the following three different procedures, as subsequently supplemented and amended:
- Procedure for the in-house management of Relevant Information and Inside Information and the public disclosure of Inside Information;
- Procedure for the management of the List of persons having access to Relevant Information and Inside Information;
- Procedure for the fulfilment of Internal Dealing obligations.
Procedure for the in-house management of Relevant Information and Inside Information and the public disclosure of Inside Information
This Procedure has been adopted by Italgas in implementation, inter alia, of the provisions contained in article 17 MAR and governs the provisions and procedures relating to both the internal management and the external disclosure of Inside Information and Relevant Information (both as defined in the Procedure) regarding Italgas and its direct and indirect subsidiaries.
The purpose of the Procedure is (i) to ensure compliance with the legal provisions and regulations in force on this matter and (ii) to ensure the utmost discretion and confidentiality of the Inside Information and Relevant Information. The Procedure is aimed, inter alia, at guaranteeing greater transparency towards the market and adequate prevention measures against market abuse and, in particular, against the abuse of Inside Information.
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Procedure for the management of the List of persons having access to Relevant Information and Inside Information
The Procedure has been adopted by Italgas in implementation of the provisions contained, inter alia, in Article 18 MAR and governs the creation, management and update by the Company of the list of people who have access to Relevant Information, as well as the list of people who have access to Inside Information.
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Procedure for the fulfilment of Internal Dealing obligations
The Procedure has been adopted by Italgas in implementation, inter alia, of the provisions contained in Article 19 MAR and governs the disclosure on operations on the Company’s financial instruments conducted by Relevant Persons as defined in the same Procedure.
In particular, it sets out the following:
- the criteria for identifying “Relevant parties”, “Persons closely associated with relevant parties” and “relevant transactions”(above a certain threshold), to which regulations in question apply;
- the disclosure obligations of “relevant parties”, “persons closely associated with “relevant parties” and of the Company towards Consob and the public in relation to “relevant transactions”;
- the regulations on the prohibition of carrying out “relevant transactions” in certain periods (“black-out periods”).
The three Procedures also apply to the subsidiaries of the Company, as part of the direction and coordination activities carried out by Italgas.
In the context of the procedures relating to the Market Abuse Regulations (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of the European Union of 16 April 2014 on market abuse – Market Abuse Regulation), the procedure for the fulfilment of internal dealing obligations governs disclosure obligations relating to transactions on Italgas’ financial instruments carried out by Relevant parties and Persons closely associated with relevant parties (hereinafter, also the “Procedure”), in order to ensure greater transparency towards the market and adequate preventive measures against market abuse and, in particular, against insider trading.