Market abuse and Internal dealing

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 Persons (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.

The regulations in fact required Relevant Persons, as identified by the Procedure itself, to promptly notify the market and Consob of any transaction on the Company’s financial instruments considered relevant under Consob regulations and the Procedure.

The members of the Board of Directors and standing auditors.

The senior executives who have regular access to inside information and have the power to make management decisions that can affect the evolution and future prospects of the company, as identified by the Board of Directors. In particular, this definition includes the Chief Financial Officer, Mr Gianfranco Amoroso, the President and CEO of Bludigit S.p.A., Mr Marco Barra Caracciolo di Basciano, the Chief Executive Officer of Toscana Energia S.p.A., Mr Bruno Burigana, the Chief Executive Officer of Italgas Reti S.p.A., Mr Pier Lorenzo Dell’Orco, the Chief Human Resources & Organisation Officer, Mr Peter Durante, the Chief of External Relations & Sustainability, Ms Chiara Ganz, the Chief of Institutional and Regulatory Affairs, Mr Nunzio Ferrulli, the Chief of Procurement & Material Management, Ms Raffaella Marcuccio, the Chief Security Officer, Mr Alessandro Menna, the General Counsel, Ms Germana Mentil and the Chief Corporate Strategy Officer, Mr Lorenzo Romeo.

For more information on the types of relevant transactions, see the specific paragraphs of the Procedure.
The list of internal dealing disclosures made since 2016 is set out below.

(*) Free assignment of Italgas S.p.A. ordinary shares following the accrual of rights allocated pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018. For theExecutives with strategic responsibilities 61.867 shares were sold as ordinary shares to cover the tax charges (“sell to cover”) associated with the assignment in accordance with the Plan; while 21.045 shares were sold as ordinary Italgas shares.

(**) Free assignment of Italgas S.p.A. ordinary shares following the accrual of rights allocated pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018. For the Executives with strategic responsibilitie 27,159 shares were sold as ordinary shares to cover the tax charges (“sell to cover”) associated with this assignment in accordance with the Plan; while 63,539 shares were sold as ordinary Italgas shares.

¹Of which 12,000 in person and 2,000 by the spouse

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 which was subsequently updated in May 2017. The Market Abuse Procedure collected and coordinated, in a single document, the principles and rules intended to prevent market abuse.

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 Board of Directors on 13 December 2018 decided to break it 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.

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 Persons and “relevant transactions”(above a certain threshold), to which regulations in question apply;
• the disclosure obligations of “relevant parties”, “relevant shareholders”, “persons closely associated” with “relevant parties” and “relevant shareholders” 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.