Month: March 2024

Milan, 12 March 2024 – Italgas’ Board of Directors, which met today under the chairmanship of Benedetta Navarra, resolved to call an Ordinary and Extraordinary Shareholders’ Meeting for 6 May, at 2.00 p.m., in a single call, to resolve on the approval of the 2023 Financial Statements, the proposed allocation of profits, the Report on 2024 Remuneration Policy and 2023 Compensation Paid, as well as the proposal to adopt the 2024-2025 Co-investment Plan reserved for employees of the Italgas Group.

To this end, the Board has resolved to submit to the Shareholders’ Meeting a proposal on a free share capital increase through the issue of a maximum of 3,000,000 ordinary shares of the Company, for a nominal amount of 3,720,000 euros to be reserved solely for the beneficiaries of the aforementioned 2024-2025 Co-investment Plan.

The Board has also resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.352 euros for each Company share with dividend rights. If so resolved by the Shareholders’ Meeting, the dividend will be paid out on 22 May 2024, with coupon date of 20 May 2024 (record date 21 May 2024).

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 March 2024, confirming the assessments made at the meeting on 9 March 2023. 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, 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 allocation of a total of 497,089 new ordinary shares of the Company to the beneficiaries of said Plan (first cycle of the Plan) and started the execution of the first tranche of the share capital increase resolved on by the aforesaid Shareholders’ Meeting, for a nominal amount of 616,390 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 and Extraordinary 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 and Extraordinary Shareholders’ Meeting of Italgas which will be published by the Company in the manner and within the terms prescribed by law.

As indicated in the Shareholders’ Meeting call notice, the Integrated Annual Report as at 31 December 2023, the Report on 2024 Remuneration Policy and 2023 Compensation Paid, the 2023 Corporate Governance and Ownership Structure Report, documentation on the 2024-2025 Co-investment Plan, 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 time period established by law.

The board of directors has convened the shareholders’ meeting for 6 may 2024

Milan, 12 March 2024 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the consolidated results as at 31 December 2023 and resolved to propose to the Shareholders’ Meeting, called to meet on 6 May 2024, the distribution of a dividend of € 0.352 per share (+11% compared to 2022).

Highlights

• Adjusted total revenues: € 1,774.8 million (+15.4%)
• Adjusted EBITDA € 1,183.7 million (+9.3%)
• EBIT adjusted € 681.2 million (+9.4%)
• Adjusted net profit attributable to the Group: € 439.6 million (+11.1%)
• Technical investments: € 906.5 million (+11.3%)
• Cash flow from operating activities: € 555.2 million (€ 808.5 million, +22% net of ESCo flow)
• Net financial debt (excluding the effects pursuant to IFRS 16): € 6,555.2 million;
• Net financial debt: € 6,634.3 million;
• 3 10³ tCO₂ eq Scope 1 and 2, +1.5% on 2022¹;
• 0 10³ tCO₂ eq Scope 3 supply chain, -6.2% on 2022²;
• Net energy consumption: 425.0 TJ, -11.6% on 2022;

The results achieved in 2023 show all economic and financial indicators increasing and confirm the Group’s growth path, uninterrupted since its return to the stock exchange in 2016, thanks to the strength of its performance and the effectiveness of the strategic choices made over time.

2023 was characterised by the intensification of operational activities aimed at achieving the targets of the 2023-2029 Strategic Plan and the Sustainable Value Creation Plan, with particular reference to the objectives of digital transformation of the network, the main enabler of the ecological transition, in a context characterised by strong international tensions, with the inevitable repercussions on the cost of energy and financial market trends.

On 30 September, in line with the corporate simplification objectives announced to the market and ahead of targets, the merger of EDA Thess and EDA Attikis into Enaon EDA (formerly DEDA) was finalised. As a result of the merger, Enaon EDA now operates 7,700 km of network with more than half a million customers served. In February 2024, the Greek Regulatory Authority for Energy, Waste and Water, (RAAEW) formalised the level of the WACC for the years 2024 to 2026, set at 8.38%, within the document on distribution tariffs.

October saw the completion of the acquisition of the business unit related to the water concessions held in Italy by the Veolia Environnement S.A. Group. The transaction and the subsequent acquisition of the stake in Acqua Campania position the group among the leading players in the sector in Italy with 6.2 million customers served directly and indirectly. The Italgas development strategy in the water sector hinges mainly on the digital transformation of water infrastructures with the aim of reducing network losses and improving service efficiency and quality levels. The water tariff method, approved in October by ARERA for the fourth regulatory period 2024-2029, supports this strategy.

In 2023, € 906.5 million of investments were made (an increase of 11.3% compared to 2022), which made it possible to lay an additional 965 km of pipelines (of which 724 km are in operation). The contribution of activities in Greece was significant, where, against an total investment of around € 106.7 million, some 600 kilometres of gas pipelines were also laid.

The adjusted EBITDA of 2023 amounted to € 1,183.7 million (+9.3% compared to 31 December 2022) and adjusted net profit attributable to the Group was € 439.6 million (+11.1% compared to 31 December 2022). This results in the proposed distribution of a dividend per share of € 0.352, equivalent to a 65% payout, up 11% from 2022, and higher than the 4% CAGR floor of 2022.

Cash flow from operating activities, net of the ESCo contribution, amounted to € 808.5 million and fully offset investments in gas distribution.

Net debt excluding IFRS effects reached € 6,555.2 million, up from last year mainly due to the increase in working capital related to ESCo’s Superbonus activities, which will be reabsorbed in the coming years.

With reference to sustainability objectives, the many training, innovation, digitisation and energy efficiency initiatives implemented in both the industrial and civil sectors have allowed the Group to continue on its path towards reducing net energy consumption (-11.6%) and the ratio of fugitive emissions to kilometres of inspected network (-19.6%), even against the inclusion of the Enaon Group’s contributions for 2023.

At the end of December 2023, the Group had 4,297 employees, 59 more than at 31 December 2022. The presence of women in the company reached 20.3%, with women in positions of responsibility representing 28.8% of the company personnel in this role. The investment in training amounted to 173,330 hours of training provided (+30.9% compared to 2022), equivalent to an average of 40 hours per employee, of which 27,133 hours were to support digitisation.

 Paolo Gallo, CEO of Italgas, commented:

 “28 quarters of uninterrupted growth is an extraordinary result, all the more so for a Company such as Italgas, which predominantly operates in a sector that in recent years has had to deal with a particularly unstable international environment.

 Over the past year, all major economic-financial indicators have grown significantly, with adjusted EBITDA rising 9.3%, almost reaching € 1.2 billion euros, and adjusted net profit attributable to the Group increasing 11% to € 439.6 million, resulting in a proposed dividend per share of € 0,352, up 11% from last year.

 With more than € 900 million in investments, almost € 100 million more than in 2022, we further boosted the implementation of our plans to extend, repurpose and digitise a network that is ready to accommodate renewable gas. A commitment that this year also involved the territories served in Greece with around 600 km of new “digital native” networks capable of accelerating the transition to a zero-carbon economy.

 And if 2022 marked the year of the Group’s return abroad in the gas distribution sector, 2023 also saw it become one of the leading companies in the water sector with a presence stretching from Lazio to Campania and Sicily, totalling 6.2 million inhabitants served (directly or indirectly). A user basin that will soon experience the benefits of the technologies we are transferring from the gas sector with our execution capacity for an increasingly efficient service capable of returning value to the territories and communities.

With our vision of the future, based on drivers such as innovation, sustainability, circular economy and training, the Italgas Group is gradually taking the shape of a “network tech company”. In the space of just a few years, we have gone from being a gas company to also being a significant player in water, energy efficiency and IT, active in Italy and Greece, and considered a technology benchmark globally. An achievement made possible by the great commitment of our people and the desire to continue to be leaders of change”.

¹Scope 2 market-based. With the same GWP of methane used for the year 2022, total emissions would have decreased by -3.9% (GWP of methane for the year 2023 equal to 29.8, according to the Sixth Assessment Report from the IPCC AR6, equal to 28 for the year 2022, according to the Fifth Assessment Report from the IPCC AR5).

²Values referring to Italian Scope