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Month: April 2025

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

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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.

***

 

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.

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.

Emission Reduction and EU Regulation: Bludigit’s first technical webinar kicks off

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The Shareholders’ Meeting approves the proposal for a Rights Issue

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The Shareholders’ Meeting approves the proposal for a Rights Issue for a maximum total amount of €1,020 million, as well as the 2025–2027 IGrant Employee Share Ownership Plan, the Stock Grant Plan, and the related capital increases to service them.

Milan, 10 April 2025 – The Ordinary and Extraordinary Shareholders’ Meeting of Italgas was held today in Milan under the chairmanship of Benedetta Navarra, with 79.43% of the share capital represented.

The Shareholders’ Meeting, in its extraordinary session, approved the proposal for a share capital increase for payment and in divisible form for a total maximum amount of 1,020 million euros (including any share premium), through the issue of ordinary shares, with regular dividend rights and having the same characteristics as those in circulation, to be offered as an option to the Company’s Shareholders in proportion to the number of shares held pursuant to Article 2441, paragraph 1, of the Civil Code, to be paid in cash (the “Rights Issue”). The Shareholders’ Meeting granted the Board of Directors full authority to define the terms and conditions of the Rights Issue, including the issue price, any share premium, the final amount of the Rights Issue, and the number of newly issued shares to be offered to shareholders, with the discretion to determine the timing of the Rights Issue.

As already communicated to the market, the Rights Issue is intended to serve the acquisition of 2i Rete Gas S.p.A., completed on April 1st, 2025 (the “Transaction”), and will allow to reduce the net financial debt of the Italgas Group (the “Group”) post-Transaction (and consequently the ratio between the net financial debt and the RAB), consistently with the current rating.

Furthermore, the Shareholders’ Meeting, in its ordinary session, approved the 2025–2027 “IGrant” share ownership plan (“IGrant Plan”), reserved for employees of Italgas and/or Group companies, under the terms and conditions set out in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with the applicable law, to which reference is made for further details. The IGrant Plan aims to strengthen Italgas people’s sense of belonging to the Company by granting eligible participants the opportunity to invest in Italgas shares and, upon the achievement of certain conditions, benefit from the free allocation of the Company’s ordinary shares.

To service the IGrant Plan, the Shareholders’ Meeting, in its extraordinary session,  approved: (i) the proposal to increase the share capital for payment, in one or more tranches, for a maximum nominal amount of 4,960,000.00 euros, excluding option rights pursuant to Article 2441, subsection 8, of the Italian Civil Code, by issuing no more than 4,000,000 ordinary shares, to be reserved for the subscription by the beneficiaries of the IGrant Plan and (ii) the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of 7,440,000.00 euros, through the allocation pursuant to Article 2349 of the Italian Civil Code of a corresponding maximum amount of retained earnings reserves, with the issue of no more than 6,000,000 ordinary shares to be reserved for the beneficiaries of the IGrant Plan.

The Shareholders’ Meeting, in its ordinary session, also approved the Stock Grant Plan (“Stock Grant Plan”), reserved for employees of Italgas and/or Group companies, under the terms and conditions outlined in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with applicable regulations, to which reference is made for further details. The Stock Grant Plan is designed, both as a reward and an incentive tool, to allow individuals who have made a significant contribution to the Transaction to benefit from a portion of the value creation generated by the Transaction itself.

Lastly, the Shareholders’ Meeting, in its extraordinary session, approved the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of Euro 558,000.00, through the assignment pursuant to art. 2349 of the Italian Civil Code of a corresponding maximum amount of reserves from retained earnings, with the issue of no more than 450,000 ordinary shares to be reserved for the beneficiaries of the Stock Grant Plan.

 

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This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and shall not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or in Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful. The securities may not be offered or sold in the United States or to US persons unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

3rd edition – Sustainability for SMEs

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Attention to ESG factors is today an essential element for the competitiveness and resilience of companies. The ability to integrate sustainability into business models is an increasingly important requirement for risk management and access to new market opportunities.

In this context, Italgas is committed to promoting and encouraging a sustainable approach not only within its Group, but also along the entire supply chain. In line with the objectives outlined in the 2024-2030 Sustainable Value Creation Plan, Italgas is supporting the third edition of the SME Path, a training initiative promoted by Sustainability Makers, an Italian association that has been bringing together sustainability professionals for almost twenty years and has been working in the definition and implementation of corporate strategies in this field.

Objectives and recipients

The course is aimed at those who, within companies with fewer than 250 employees, oversee sustainability issues. Through a cycle of online meetings, participants will have the opportunity to deepen key aspects for the integration of sustainability in business processes, with a focus on strategies, reporting, certification and ESG rating.

How to participate

Participation in the course is free of charge.

To apply, you must send by 16 April 2025:

  • Short CV of the candidate
  • Completed questionnaire with company information

Applications should be sent to segreteria@sustainability-makers.it. Individual applicants will be notified of the outcome of the selection process by 30 April 2025.

Benefits for participants

  • Certificate of attendance for those who attend at least 80% of the course
  • Mentorship: selected participants who enrol in Sustainability Makers in 2025 will have access to mentorship by a senior associate until 31 December 2025

For further details, please consult the attached flyer.

Italgas: completed the acquisition of 2i Rete Gas S.p.A.

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The CEO Paolo Gallo: “A deal of extraordinary value for our company and its shareholders, changing the shape of the sector by creating the European champion of gas distribution”

Milan, April 1, 2025 – Italgas closed today the acquisition of 99.94% of the share capital of 2i Rete Gas S.p.A. from the sellers F2i SGR S.p.A. and Finavias S.à.r.l.

The acquisition, announced to the market last October 5, was finalized following the obtaining of the Golden Power, Foreign Subsidies Regulation authorizations and of the AGCM (Italian Competition and Market Authority) one.

“The 2i Rete Gas acquisition is history unfolding before our eyes” commented Italgas CEO Paolo Gallo. “A deal of extraordinary value for the Country, changing the shape of the sector by creating a European champion capable of strengthening energy security and accelerating the achievement of decarbonization goals. Some months ahead of the initial announcement, today for Italgas Group a new phase of growth begins. It will see us working for the integration of 2i Rete Gas, taking advantage of significant industrial synergies, implementing the digital upgrade of the acquired grids and creating value for all our stakeholders”.

With this deal, Italgas Group becomes the first operator in gas distribution in Europe with more than 6,500 employees, 12.9 million customers served in Italy and Greece, 154,000 kilometers of grids and more than 13 billion cubic meters of gas distributed every year.

The consideration (equity value) of the transaction at closing – for 99.94% of the equity – is 2.0719 billion euros, based on the so-called locked-box mechanism 1. 2i Rete Gas’ net financial debt (excluding ex IFRS 16 impacts) as at 31 December 2024 is equal to 3.2 billion euros.

With the closing, the integration of 2i Rete Gas into Italgas Group officially begins, in line with the Strategic Plan 2024-2030. The initial phase will focus on corporate and IT systems integration to quickly achieve the first synergies. In parallel, a large-scale digitization program of networks and processes will start, together with the implementation of artificial intelligence initiatives aimed at improving performances and service quality.

For additional information on 2i Rete Gas, on the strategic rationale and on the main terms and conditions of the deal, please refer to the press release published on 5 October 2024 and the information document written pursuant to Art. 71 of the 11971/1999 regulation which will be published within the terms and methodology required by the law.

1 Equal to the price offered for the 100% of the equity of 2.060 billion euros, reduced by the payment to shareholders occurred from 1.1.2024 until the closing, and increased by the interests matured over the same time horizon