Shareholders’ Meeting approves 2023 Financial Statements and dividend proposal

• 2023 financial statements approved
• Dividend of € 0.352 due on each share (+11% compared to the previous year)
• Favourable opinion on the Report on the 2024 Remuneration Policy and 2023 Compensation Paid
• 2024-2025 Co-investment Plan and free share capital increase to service it approved

Turin, 6 May 2024 - The Ordinary and Extraordinary Shareholders' Meeting of Italgas took place today in Turin under the chairmanship of Benedetta Navarra. The meeting was attended by shareholders holding 77.040% of the share capital.

“The excellent performance recorded by the Group in 2023, which translated into further growth in all the economic and financial indicators - underlined Italgas' Chairperson Benedetta Navarra - allowed us to propose to the Shareholders' Meeting a dividend distribution of 0.352 euros per share, an 11% increase on last year. An important signal for the satisfaction of our investors as well”.

Paolo Gallo, CEO of Italgas, commented:

“2023 was a year of further growth for Italgas, which contributed to our Group's definitive evolution into a Network Tech Company. This is a significant achievement, which sees Italgas increasingly establish itself as a global benchmark, capable - through its networks - of generating efficiency and returning value to territories and communities thanks to the lever of technological innovation.

Digital transformation is confirmed as the pivotal factor for our sustainable development path. An enabling element which, after having made us the first gas utility in the world to have a fully digitised network, will allow us to support Greece in phasing out coal and lignite, speed up the ecological transition process of our territories and make a decisive contribution to the water sector as well.

 In fact, 2023 was also the year in which we significantly strengthened our presence in the water sector through Nepta, which is now one of the country's main players, directly and indirectly serving a population of approximately 6.2 million people. And it is precisely by borrowing the technologies developed in gas networks that we hope to improve the efficiency and quality of the service in an area that has historically suffered from a considerable fragmentation of management and lack of investments. We are already doing this and will continue to do so with ever greater effectiveness."

The Shareholders' Meeting:

• examined the consolidated financial statements of the Italgas Group as at 31 December 2023, which closed with a net profit attributable to the Group of € 439.6 million (€ 407.3* million in 2022) and an adjusted net profit attributable to the Group of € 439.6 million (€ 395.7* million in 2022);
• approved the Italgas S.p.A. financial statements for the year as at 31 December 2023, which closed with a net profit of € 301,433,790.24 (€ 259,813,111.40 in 2022);
• resolved to allocate € 0.352 (+11% compared to the previous year) as a dividend due on each share in proportion to the shares in circulation on the coupon payment date, using the profit for the financial year amounting to € 301,433,790.24 as recorded in Italgas S.p.A.’s financial statements as at 31 December 2023. The dividend will be assigned for payment as from 22 May 2024, with no. 8 coupon payment date established as 20 May 2024 and record date as 21 May 2024.

Our reporting on the performance and factors that determine and influence the company's ability to create value over time in the social, environmental, economic and financial fields (therefore also including non-financial information pursuant to Legislative Decree no. 254 /2016) is illustrated in the “2023 Integrated Annual Report”.

As regards the Report on the 2024 Remuneration Policy and 2023 Compensation Paid, the Shareholders’ Meeting approved, with a binding vote in accordance with article 123-ter, subsection 3-ter, of Legislative Decree no. 58 of 24 February 1998 (“CLF”), Section I containing the “2024 Remuneration Policy”, and, in accordance with subsection 6 of the aforementioned article, expressed its favourable opinion with an advisory and non-binding vote on Section II in relation to the 2023 Compensation Paid.

The 2024-2025 Co-Investment Plan was also approved, under the terms and conditions described in the Information Notice prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public as required by law, to which reference should be made for further information. In particular, the Plan is intended to ensure the alignment of the business results achieved and the creation of long-term value for shareholders and management remuneration, while promoting the sustainable success of the Company and the Group.

Lastly, at the extraordinary session, the Shareholders' Meeting approved the proposal of a free share capital increase, to service the 2024-2025 Co-investment Plan, in one or more tranches, for a maximum nominal amount of € 3,720,000, by means of the issuance of up to 3,000,000 new ordinary shares. These shares are to be assigned, in accordance with Article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earning reserves, to the beneficiaries of the Plan only; in other words, only to employees of the Company and/or of the companies in the Group.

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The officer responsible for the preparation of financial reports, Gianfranco Maria Amoroso, declares, pursuant to paragraph 2, Article 154-bis of the CLF, that the accounting information contained in this report corresponds to the documented results, books and accounting records.