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

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:

1. Paolo Ciocca, (Chairman) (*)
2. Paolo Gallo (**)
3. Qinjing Shen
4. Cecilia Andreoli (*)
5. Fabio Barchiesi
6. Costanza Bianchini (*)
7. Erika Furlani (*)
8. Alessandra Bucci (*)
9. 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:

1. Eliana Quintili (*) (**)
2. Maurizio Di Marcotullio (*) (**)

for the office of Alternate Auditor:

1. 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:

1. Gianmarco Montanari (*)
2. 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:

1. Giulia Pusterla (*) (**)

for the office of Alternate Auditor:

1. 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:

1. Alessandra Ferrari (*)
2. Maria Beatrice Francesca Gerosa (*)
3. 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:

1. Francesco Fallacara (*) (**)

for the office of Alternate Auditor:

1. 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.

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  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.”

 

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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.

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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.