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Milan, 24 July 2025 – The Italgas’ Board of Directors, which met yesterday, chaired by Paolo Ciocca, has approved the consolidated results as at 30 June 2025.

Highlights ¹

• Total revenues and other income adjusted: 1,126.7 million euros (+29.2%)
• Adjusted EBITDA: 857.5 million euros (+27.8%)
• Adjusted EBIT: 558.0 million euros (+38.9%)
• Adjusted net profit attributable to the Group: 316.6 million euros (+31.1%)
• Technical investments: 495.1 million euros
• Cash flow from operating activities: 739.0 million euros
• Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12): 10,859.0 million euros
• Net financial debt: 10,973.0 million euros

 

The economic, financial and operational indicators for the first six months of 2025 reflect the consolidation of the 2i Rete Gas Group that took place on 1 April 2025, while the growth trend that has been ongoing since 2017 continues. The acquisition of 2i Rete Gas made Italgas the leading European operator in gas distribution and transformed the face of a sector that has historically been fragmented and largely static. During the half-year, Italgas also successfully launched and completed a capital increase of 1.02 billion euro through the issuance of 202,938,478 new shares.

The merger by incorporation of 2i Rete Gas into Italgas Reti, effective from 1 July 2025, carried out in just 90 days and well ahead of the initial timeline, enabled the integration of processes, the alignment of IT systems and the territorial reorganisation, the first step towards efficiency generation and organic growth. To support this process, 25 cross-functional working groups were created with the dual objective of preparing all activities necessary to ensure business continuity at the time of the incorporation of 2i Rete Gas and of implementing synergies through the comparison of the two operating models, the identification of their respective best practices and the timely pursuit of efficiency opportunities.

In the first half of 2025, the Italgas Group recorded total revenues and other income adjusted of 1,126.7 million euros, up 29.2%, and adjusted EBITDA increased by 27.8% compared to the same period of the previous year, reaching 857.5 million euros. Adjusted EBIT, equal to 558.0 million euros, increased by 38.9% versus 1H 2024. Excluding 2i Rete Gas contribution, adjusted EBITDA would have grown by 3.2% and adjusted EBIT by 12.4% versus the same period last year.

Cash flow from operating activities amounted to 739.0 million euros, an increase of 209.5 million euros compared with the same period in 2024, allowing the Group to cover investments for the period and a substantial portion of the dividends paid in the second quarter. The evolution of debt over the half-year mainly reflects the amount paid for the acquisition of 2i Rete Gas, net of the proceeds from the capital increase, and the consolidation of the related net financial debt.

In particular, technical investments in the first six months of 2025 totalled 495.1 million euros, with the construction of approximately 430 kilometres of gas distribution networks. Digital transformation activities also continued, and preparatory activities began for the technological and digital upgrade of the 2i Rete Gas networks, to align them with those of the Group.

In the water sector, operations focused on the application of digital technologies, to increase operational efficiency and reduce network losses, as well as on carrying out, in cooperation with Siciliacque, a series of remediation works on the supra-municipal network. These works are intended to accommodate the new volumes of water produced through three new desalination plants, developed by Siciliacque in its role as implementing entity, which are intended to offset part of Sicily’s water deficit and will come into operation in the coming weeks.

In the energy efficiency sector, activities are progressing to expand the customer base through offers based on technological innovation for industry, large residential complexes and public administration. The growing results for the first half of 2025 confirm the effectiveness of the proposed solutions in ensuring efficiency and energy savings for Geoside’s customer base.

Paolo Gallo, CEO of Italgas, commented:

 

 

“We created the leading European operator in gas distribution, with more than 4,000 municipalities and almost 13 million customers served, over 155,000 kilometres of network and a workforce of around 6,500 employees. The integration of 2i Rete Gas, completed in just 90 days, is the result of our ability to manage highly complex activities through an ad hoc organisation structured around numerous working groups. The integration of IT systems and the territorial reorganisation of the Company are the clearest evidence of an extraordinary effort carried out in a very short time.

 

The results for the first half of 2025 demonstrate the Group’s industrial and financial strength: with adjusted EBITDA up 28% and adjusted net profit increasing by over 31%, we have demonstrated our ability to generate value in a consistent and sustainable manner. Investments reached half a billion euros and were mainly focused on the networks, making them increasingly smart and thus capable of handling different types of gas, both fossil and renewable in origin.

 

Italgas Group’s development strategy, which will be outlined again during the presentation of the 2025–2031 Strategic Plan next October, represents an effective response to the growing demand for secure, renewable and economically accessible energy for households and businesses.

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¹ The consolidated economic and financial highlights and operational highlights reflect the effects of the consolidation of the 2i Rete Gas Group on 1 April 2025.

• 2024 financial statements approved
• Dividend of €0.406 per share (+15.3% compared to the previous year)
• Favorable resolutions on the 2025 Remuneration Policy Report and on the 2024 Compensation Paid

Turin, 13 May 2025 – The Ordinary Shareholders’ Meeting of Italgas was held today in Turin under the chairmanship of Benedetta Navarra, with 76.30% of the share capital represented.

Benedetta Navarra, outgoing Chairperson of Italgas, commented:

“A remarkable three-year term comes to an end, during which the Group has become a Network Tech Company. Italgas made this path a reality day by day with a vision and a capacity for innovation in support of a growth trajectory that has successfully combined sustainable development, value creation and energy transition. I conclude this experience with pride and satisfaction for having helped write a new chapter in the history of Italgas and of our country.”

Paolo Gallo, CEO of Italgas, commented:

“With today’s Meeting, we close another year marked by exponential growth. This progress is reflected in a dividend of €0.406 per share, a 15% increase compared to last year. This is a record dividend in the history of our Group, further demonstrating our strong commitment to generating value for all our stakeholders.

Our travel direction has long been clear and assigns Italgas a leading role on the road to net zero. The new scale achieved in recent months, as a result of the significant work done in 2024, and our technical and technological expertise are strategic levers that place us in the best position to lead change.

I would like to thank the Chairperson Navarra, the Board Members, and the Board of Statutory Auditors for their valuable contributions over the years, as well as the Company’s Shareholders for consistently supporting and sharing our vision and for the renewed trust that allows me to continue leading the Group to complete the construction of a major player serving  the Countries and their development goals.”

The Shareholders’ Meeting:

• reviewed the consolidated financial statements of the Italgas Group as of 31 December 2024, which closed with a net profit attributable to the Group of €478.8 million (€439.5 million in 2023) and an adjusted net profit attributable to the Group of €506.6 million (€439.6 million in 2023);

• approved the financial statements of Italgas S.p.A. as of 31 December 2024, which closed with a net profit of €422.4 million (€301.4 million in 2023);

• resolved to distribute a dividend of €0.406 per share (+15.3% compared to the previous year), using the profit of €422.4 million from the 2024 financial statements of Italgas S.p.A. The dividend will be payable from 21 May 2025, with the ex-dividend date for the coupon no. 9 set for 19 May 2025 and the record date on 20 May 2025.

Performance reporting and the factors determining and influencing the Company’s ability to create long-term value in social, environmental, and economic-financial areas (including the consolidated sustainability reporting pursuant to Legislative Decree No. 125/2024) are illustrated in the ‘2024 Integrated Annual Report’.

As for the Report on the 2025 Remuneration Policy and on the 2024 Compensation Paid, the Shareholders’ Meeting approved, with a binding vote pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree No. 58 of February 24, 1998 (“CLF”), Section I containing the “2025 Remuneration Policy”, and, pursuant to paragraph 6 of the same article, expressed a favourable opinion with a non-binding advisory vote on Section II concerning the compensation paid in 2024.

The Shareholders’ Meeting also adopted the following resolutions:

• Appointed the Board of Directors for a three-year term, i.e., until the date of the Shareholders’ Meeting called to approve the financial statements as of 31 December 2027, composed of:
  
  • Paolo Ciocca
  • Paolo Gallo
  • Qinjing Shen
  • Cecilia Andreoli
  • Fabio Barchiesi
  • Costanza Bianchini
  • Erika Furlani

These members were taken from list no. 1 jointly submitted by shareholders CDP Reti S.p.A. and Snam S.p.A., who jointly hold 39.42% of Italgas’ share capital. This list obtained the majority of the votes cast, equal to about 54.23% of the share capital represented at the meeting;

• Gianmarco Montanari
• Alessandra Faella

taken from minority list no. 2 submitted by Inarcassa Cassa Nazionale di Previdenza ed Assistenza per gli Ingegneri ed Arichitetti Liberi Professionisti (“Inarcassa”), holder of 1.372% of Italgas’ share capital, which obtained votes equal to approximately 31,83% of the share capital represented at the meeting. No directors were appointed from minority list no. 3 submitted by some Institutional Investors¹, in accordance with the appointment mechanism set out in the Company’s bylaws.

The Meeting elected Paolo Ciocca as Chairman of the Board of Directors.

Paolo Ciocca, Cecilia Andreoli, Costanza Bianchini, Erika Furlani, Gianmarco Montanari and Alessandra Faella declared that they 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. Over two-fifths of the new Board Members (4 out of 9) belong to the less represented gender (female), in accordance with current gender balance regulations.

The Shareholders’ Meeting determined the gross annual remuneration for each director to be €50,000, in addition to reimbursement of expenses incurred in relation to the office.

The Meeting also:

• Appointed the Board of Statutory Auditors for a three-year term, i.e., until the date of the Shareholders’ Meeting called to approve the financial statements as of 31 December 2027, composed of:
  
  • Giulia Pusterla, Chair;
  • Eliana Quintili, Statutory Auditor;
  • Maurizio Di Marcotullio, Statutory Auditor;
  • Stefano Podda, Alternate Auditor;
  • Maurizio De Filippo, Alternate Auditor.

The Chair of the Board of Statutory Auditors Giulia Pusterla and Alternate Auditor Maurizio De Filippo were taken from the minority list no. 2 submitted by Inarcassa, holder of 1,372% of Italgas’ share capital, which received approximately 32.09% of the capital represented at the meeting. Statutory Auditors Eliana Quintili and Maurizio Di Marcotullio and Alternate Auditor Stefano Podda were taken from list no. 1 submitted by shareholder CDP Reti S.p.A., holder of 25.96% of Italgas’ share capital, which received the majority of the votes cast, equal to about 53.77% of the capital represented at the meeting. From minority list no. 3 submitted by certain institutional investors, no members of the Board of Statutory Auditors were appointed, in accordance with the appointment mechanism established by the Company’s By-laws.

• The Shareholders’ Meeting represented the gross annual remuneration for the Chair of the Board of Statutory Auditors and each Statutory Auditor at €70,000 and €45,000, respectively, in addition to reimbursement of expenses incurred in relation to the office.

The CVs of the Directors and Statutory Auditors are available on the website www.italgas.it, on the pages Board of Directors and Board of Statutory Auditors, respectively.

As of today, it is noted that, to the Company’s knowledge, Paolo Gallo holds 655,787 shares of Italgas S.p.A. and Gianmarco Montanari holds 200 shares of Italgas S.p.A.

The Shareholders’ Meeting thanks the previous Board of Directors and Board of Statutory Auditors for their work during the 2022–2024 term.

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The officer responsible for the preparation of the Company’s accounting documents, Gianfranco Maria Amoroso, declares, pursuant to paragraph 2, Article 154-bis of the CLF, that the accounting information contained in this press release corresponds to the documented results, books and accounting records.

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¹ Anima Sgr S.p.A., manager of the fund Anima Iniziativa Italia; Arca Fondi Sgr S.p.A., manager of the fund Fondo Arca Azioni Italia; 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 of Eurizon Next 2.0, sub-fund Strategia Azionaria Dinamica, and of the Epsilon Fund sub-funds: Enhanced Constant Risk Contribution, Euro Q-Equity, Q-Flexible, and Q-Multiasset 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., acting as Management Company of Kairos International Sicav – Comparto Key; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity; and Mediolanum Gestione Fondi Sgr S.p.A., manager of the funds Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia.