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Italgas: Board of Directors calls the Shareholders’ Meeting on 4 April 2019

Milan, 22 Febraury 2019 – Italgas’ Board of Directors, which met today chaired by Mr. Lorenzo Bini Smaghi, has convened the Ordinary Shareholders’ Meeting on 4 April 2019, in a single call, to resolve on the approval of the 2018 financial statements, allocation of profits, the remuneration policy and the renewal of the corporate bodies whose term of office concludes with the approval of the 2018 financial statements.

The Board of Directors also confirmed Georgeson as the person chosen by the Company – in accordance with art. 135-undecies of the CLF – to whom shareholders may confer proxies, at no additional expense, to participate in the Meeting.

Finally, the Board of Directors carried out its own control and evaluations in accordance with application criteria no. 1.C.1 letter g) of the Corporate Governance Code and furthermore assessed the independence of its Directors, pursuant to art. 148, subsection 3, of Legislative Decree no. 58/1998.

The Board of Statutory Auditors verified that all its members met the independence requirements specified in application of the Corporate Governance Code.

The 2018 Annual Financial Report, the 2019 Remuneration Report, the Corporate Governance and Share Ownership Report 2018, the non-financial statement 2018, as well as the reports on the items on the agenda will be available for further reference according to law.

Conference Call 2018 Full Year Results

Italgas Top Management presents 2018 Full Year Results.
Conference Call for the presentation of results to the community will be on Friday, February 22nd 2019 at 03:30pm CET

 FOLLOW THE PRESENTATION LIVE

CEOs of EU leading gas distributors met Dominique Ristori

Brussels, February 18th 2019 – Dan Pantilie, CEO of Distrigaz Sud Retele (Romania), Gabriel Sousa, CEO of Galp Gás Natural Distribuição (Portugal), Edouard Sauvage, CEO of GRDF (France), Paolo Gallo, CEO of Italgas (Italy) and Nuria Rodriguez Peinado, CEO of Nedgia (Spain) met Dominique Ristori, Director General for Energy to the European Commission, to discuss how natural and renewable gas can contribute to decarbonize the European economy.

Newly-founded as a European association, GD4S – Gas Distributors for Sustainability calls for a better acknowledgment of innovative gas solutions and existing gas distribution infrastructure in the European decarbonization vision.

The CEOs welcomed the EU Long-Term emission reduction strategy and recalled that the energy mix of the future needs several pillars, including gas, to ensure balance and resilience. Gas energy carrier and distribution grids have indeed key advantages:

  • ability to store huge amount of renewable energy and redeliver it during daily or seasonal peak;
  • 2 million km of existing grid that are a cost-effective, ready-to-use and low-disruption tool to connect local renewable energy producers to local customers throughout Europe.

Gas distribution grids are a unique and already available European asset that thanks to renewable gas can be used to decarbonize the European economy. Therefore, GD4S calls the Commission to put sector coupling at the centre of its strategy, to effectively combine the benefits of both electricity and gas.

Recalling their commitments in helping the EU to fulfil its climate objectives and the energy efficiency as first principle, the five CEOs have emphasised that gas is an efficient and affordable solution to energy transition, especially in regions with most economic difficulties. Other energy sources, with a higher carbon content and a lower efficiency, should be reduced in order to reach the energy and climate objectives. It’s a way to promote a circular economy.

Regarding the expected revision of the internal gas market in 2020, the CEOs emphasized key requests to allow DSOs to participate in the building of a greener, more decentralized and digitalized network:

  • The creation of a specific EU Gas DSO entity to guarantee the equal representation of gas and electricity in the construction of European rules, working closely with the EU electricity DSO entity on several subjects, such as cybersecurity or sector coupling;
  • The introduction of renewable gas objectives to accelerate the greening of the gas network: a general binding 2030 objective for the EU and indicative for Member States to integrate renewable gas in the EU gas network, accompanied by sectorial indicatives objectives for heating, cooling and transports would be key drivers for the development of clean gases.

GD4S believes in the potential of renewable gas as a credible solution for the future of the EU energy system and its decarbonization.

The Gas Distributors for Sustainability (GD4S coalition), brings together the five largest gas distribution system operators (DSOs) in France, Italy, Spain, Romania and Portugal. Together we have 86% of gas vehicles in the EU and our companies represent 25 million customers in Europe. Together, we are committed to participate in the EU clean energy and clean mobility and we aim at raising awareness on the potential of natural gas and biogas.

Contact – | contact@gd4s.eu

Italgas: 2019 financial calendar

Milan, 24 January 2019 – Italgas announces the financial calendar and the dates of the publication of its 2018 financial results as approved by the Board of Directors:

Consolidated financial statement at December 31, 2018 and draft financial statements at December 31, 2018;
Dividend proposal for 2018;
Report on Corporate Governance and Ownership 2018;
Report on Remuneration 2019; Structure 2018; Sustainability Report 2018; Call of Shareholders’ Meeting.

Board of Directors approval

Press release and Conference call*

February 22, 2019
Financial statements at December 31, 2018;
Dividend approval for 2018,
Appoint BoD and Board of Statutory Auditors.
Shareholders’ Meeting

Press release**

April 4, 2019 in a single call
First quarter 2019 report

Board of Directors approval

Press release and Conference call***

May 14, 2019

May 15, 2019

Strategic Plan 2019-2025

Board of Directors approval

Press release and Strategy Presentation***

June 11, 2019

June 12, 2019

Second quarter 2019 results and interim financial report at June 30, 2019 Board of Directors approval

Press release and Conference call***

July 29, 2019

July 30, 2019

Third quarter 2019 report Board of Directors approval

Press release and Conference call***

November 7, 2019

November 8, 2019

* Press release and the conference call for the presentation of results to the financial community in the afternoon on the same day;

** Press release will be issued at the end of Shareholders’ meeting;

*** Press release will be issued in the morning (non trading hours) and Conference Call for the presentation of results/Strategic Plan will be held in the afternoon on the same day.

  • The dividend for the 2018 financial year will be paid on 22 May 2019 (record date 21 May 2019) with coupon payment date 20 May 2019.
  • A road show to present the company’s objectives as established in the 2019-2025 Strategic Plan to institutional investors and financial analysts is scheduled to start in June 2019.

Any amendment to the above calendar will be notified to the market in due time.

The Municipality of Matera entrusts Italgas with the management of the gas network of Borgo Picciano A

Matera, 22 January 2019 – Today, the Municipality of Matera and Italgas signed an agreement for Italgas Reti to grant free loan to Italgas Reti the natural gas distribution network serving Borgo Picciano A.

The infrastructure has an overall development of more than one kilometer of road pipelines, for about fifty potential families served and will be fed through the interconnection with the network of the Industrial Development Area “La Martella”.

The agreement is part of the activities aimed at optimising the methane distribution service in the municipal area, of which Italgas is the concessionaire, and will allow the network section to be fed without further land consumption.

The extension of the Borgo Picciano A network to Italgas will make it possible to guarantee continuity of service in an increasingly efficient manner, according to criteria of economy, safety and sustainability. In fact, the use of natural gas produces absolutely negligible emissions into the atmosphere which, for the same amount of energy produced, are lower than those emitted by other fossil fuels.

Italgas: agreement for the acquisition of 19 concessions in Central and Southern Italy and Sardinia

Milan, 28 December 2018 – Italgas has signed today a binding agreement for the purchase from the Conscoop group of shareholdings and business units including 19 concessions for gas distribution and over 50,000 redelivery points concentrated in the Centre-South of the country and in Sardinia.

The agreement is related to:

  • a business going concern from Aquamet S.p.A. including, among other things, 9 concessions for the distribution of natural gas in some municipalities in Lazio, Campania, Basilicata and Calabria, for a total of 23,800 users served;
  • 100% of the company Mediterranea S.r.l., owner of 6 concessions for the distribution of natural gas in the province of Salerno, with approximately 3,600 users served;
  • a business going concern from Isgas Energit Multiutilities S.p.A. including, among other things, the concessions for the distribution of gas in the Sardinian municipalities of Cagliari, Nuoro and Oristano, for a total of approximately 22,300 users currently served with LPG.

The total evaluation of these acquisitions (enterprise value) has been established at about EUR 68.6 million. At the closing of the transaction, the price will be paid in full in cash, net of debt.

In addition, Italgas will acquire 10% of the share capital of Isgastrentatrè S.p.A., owner of the concession for the distribution of gas in Basin 33 of Sardinia, which belongs to the Municipality of Quartu Sant’Elena (CA), with 600 already active redelivery points out of the 18,500 potential users currently served with LPG.

The agreements for the acquisition of Isgastrentatrè also provide for the commitment to take over the remaining 90% if certain conditions are satisfied, including the conversion to natural gas of the network currently fuelled by LPG with the specification that, if the conditions are not met, Italgas is entitled to resell and Conscoop is obliged to repurchase the 10% stake at the same price (equal to Euro 300,000).

The completion of the individual operations described above is expected by the end of the first half of 2019 and is subject to the fulfilment of certain conditions precedent, including the obtaining of the required authorisations for the transfer of concessions.

Paolo Gallo, Italgas’ Chief Executive Officer, commented as follows:

“We close the year with another important transaction that allows us to fully achieve the target set by the Strategic Plan in terms of acquisition of new users for 2018. Considering the 140,000 redelivery points already acquired between 2017 and 2018 and the 50,000 of today’s transaction, we are in the right direction to aim to reach the 250,000 new users by 2019. The 19 new concessions allow us to further consolidate our leadership in the sector and our presence in important areas of the country. We continue to invest in Sardinia, where we are playing a key role in the creation of modern energy infrastructures that will be the precondition for the sustainable development of the territory”.

Italgas and Italgas Reti obtain the anti-corruption certification UNI ISO 37001

Milan, 27 December 2018 – Italgas, leader in gas distribution in Italy and Europe, has obtained UNI ISO 37001:2016 “anti-corruption” certification for the holding company Italgas S.p.A. and its subsidiary Italgas Reti S.p.A.

The certification, which was established on a voluntary basis and issued by the independent body DNV-GL, required a long and thorough audit process of the management system for the prevention and contrast of corruption, which recognized the solidity of a business model inspired by the principles of integrity, sustainability and transparency towards all stakeholders.

Italgas’ CEO, Paolo Gallo, commented on obtaining the certification, noting that “for a company that operates in more than 1,700 municipalities and with 7.5 million users served, the fight against corruption must be an unavoidable element of daily activity. And this certification represents a further confirmation of the Italgas Group’s commitment to supporting legality and transparency in the performance of all operational activities and a demonstration of great responsibility towards the market and all stakeholders”.

Italgas: computer classrooms for schools in Central Italy affected by the earthquake. Delivered in the Rieti area the first 190 computers

Cittaducale (Rieti), December 20, 2018 – The first computer room with 25 computers donated by Italgas is now available to the students of the Galilei Comprehensive Institute of Cittaducale. It is the result of Italgas’ commitment to support schools in the municipalities of central Italy affected by the earthquake just a few days after signing the agreement with the Government’s Extraordinary Commissioner for the earthquake in central Italy.

Today another 165 computers – of the 1,500 destined for the most affected territories in the Abruzzo, Lazio, Marche and Umbria regions – have been delivered to the Territorial School Office in Rieti, which will assign them to the institutes already identified for the creation of new computer classrooms.

The meeting with the students was attended by the Extraordinary Commissioner of the Government, Piero Farabollini and the Head of Institutional Relations and Regulatory Affairs of Italgas, Nunzio Ferrulli, as well as the Mayor of Cittaducale, Leonardo Ranalli, the Deputy Mayor of Cantalice, Claudio Baldini, and the manager of the Regional School Office of the Province of Rieti, Giovanni Lorenzini.

In the coming weeks Italgas and the structure of the Extraordinary Commissioner, in collaboration with the Regional School Offices and the mayors of the municipalities in the area, will identify the other schools that will receive personal computers.

“Donating computer classrooms is a concrete way, in line with the sensitivity and expectations of young people, to contribute to the return to normality which is made of memory as well as perspectives – says the Commissioner for Reconstruction Piero Farabollini – These PCs are not a drop in the ocean because they will not only bring the children of the earthquake areas back in contact with the world, but also to give adequate technological support to that knowledge without which one does not become great”.

For the Italgas Group, the activity is part of the wider framework of interventions that the company, in its bicentennial history, has always addressed to the territories and communities in which it operates. In fact, in the four regions affected by the initiative, Italgas has planned investments of over 120 million euros for the maintenance and safety of gas distribution networks.

“For those who have experienced the drama of an earthquake – commented Italgas CEO Paolo Gallo – the time factor is a determining factor. For this reason, just as we have always worked to mitigate the inconvenience caused by seismic tremors, this time too, with the delivery of these first 190 computers, we wanted to give a concrete follow-up to the commitment made. As a service company operating in and for the territory, we want to do our part to continue to contribute to the growth and social and cultural development of communities. Today we start from the Galilei Institute and we count on proceeding just as quickly for the schools of the other municipalities involved”.

Italgas: 1500 computers for schools in the regions of Central Italy affected by the earthquake

Rome, December 5, 2018 – Italgas signed today, during a press conference held at the Chamber of Deputies, an agreement with the Government’s Extraordinary Commissioner for the earthquake in Central Italy to donate 1,500 computers to secondary schools in the earthquake-stricken municipalities of Abruzzo, Lazio, Marche and Umbria,

At the signing of the deed between the Extraordinary Commissioner, Piero Farabollini, and the CEO of Italgas, Paolo Gallo, the Hon. Tullio Patassini, deputy from the Marche region, and the Deputy Vice President of ANCI, Hon. Roberto Pella.

In the coming weeks Italgas and the Commissarial structure, in collaboration with the mayors of the municipalities in the area, will identify the schools that will receive the personal computers.

The Italgas Group has always been close to the territory and, since the beginning of its industrial history, has contributed to the growth and social and cultural development of the communities in which it operates.

The initiative signed today is in fact the first step of a wider plan aimed at local realities that will start next year and will involve the municipalities in which the Group operates. Moreover, in the areas affected by the earthquake, in addition to what has already been done in previous years, Italgas plans to invest over 120 million euros in the maintenance and safety of gas distribution networks, especially with a view to preventing the consequences of earthquakes.

“The document signed today – commented Italgas CEO Paolo Gallo – is a testimony to the great attention we have always paid to the local communities in which we operate. In the municipalities affected by the earthquakes we have been working from the outset to contain the difficulties resulting from the seismic tremors. The work carried out in Ussita, Camerino and many other municipalities has allowed citizens to get gas back into their homes as quickly as possible, reducing inconvenience to a minimum. By donating these computers we will contribute to the creation of computer classrooms in the schools of those territories, thus offering a concrete tool to boys and girls who legitimately aspire to the right level of training without being forced to long transfers to attend the equipped schools of the neighboring regions”.

“The earthquake not only crumbles places but also identities,”stressed the Government’s Extraordinary Commissioner, Piero Farabollini. “To rebuild, therefore, is also to regenerate the sociality and prospects of our communities in the Apennines, which have been the cradle of civilisation and the civil and moral history of Italy. Through the Italgas donation, the synthesis between memory and the future is realized for thousands of young people and their families. It does so through the medium that connects par excellence and that we want to consider as a symbol of that network made up of technicians, administrators, politicians and companies that embody the will to do and do well so that the children who will be connected to the world with these tools will remain deeply connected to their mother earth”.

Italgas: completed the acquisition of a controlling stake of EGN (European Gas Network) and 100% of two other local operators

Milan, 3 December 2018 –  Italgas completes the M&A transaction announced on last June 22nd, in line with the objectives of market consolidation through targeted acquisitions as indicated in the 2018-2024 Strategic Plan.

The transaction finalized consists in the acquisition from CPL Concordia of the following shareholdings:

  • a 60% controlling stake in EGN (“European Gas Network”), which holds, directly and indirectly, 37 concessions for the natural gas distribution in Sicily, Calabria and Campania for a total of approximately 60,000 users;
  • 100% of Fontenergia S.r.l., the gas operator in the Area 22 of the Sardinia region, with more than 7,000 users temporarily served by LPG;
  • 100% of Naturgas S.r.l., operator of the natural gas distribution service in San Giuseppe Vesuviano (NA), with approximately 2,700 users served.

The valuation of the companies (enterprise value) has been established at €100 million for 100% of EGN and €16 million for 100% of Fontenergia and Naturgas. Therefore, in proportion to the acquired share and net of indebtedness, the price paid to CPL Concordia is equal to €43.5 million for 60% of the share capital of EGN and €2.5 million for 100% of the share capital of Fontenergia S.r.l. and Naturgas S.r.l.

The agreement for the acquisition of EGN also provides for put-and-call options on CPL Concordia’s remaining 40% stake in EGN, exercisable starting from the sixth month after the closing date at a pre-determined price equal to 40% of EGN’s valuation, less any dividends paid and/or losses not covered by the shareholders.