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Italgas: start of the awarding process for the assets to be divested in compliance with the AGCM resolution that authorized the 2i Rete Gas acquisition

Milan, 9 October 2025 – Italgas announces that, following the assessment by the Italian Competition Authority (AGCM) of the suitability of the potential buyers received today, the Company will proceed, in accordance with resolution No. 31476, with the awarding of the gas distribution activities in the following 12 Atems (Ambito Territoriale Minimo): Bari 2, Barletta-Andria-Trani, Brescia 5, Campobasso, Frosinone 2, Massa Carrara, Padova 2, Padova 3, Pisa, Roma 5, Teramo, and Viterbo.

The buyers, selected following a competitive procedure, are: Ascopiave S.p.A., Erogasmet S.p.A., GP Infrastrutture S.r.l., and the Temporary Consortium (ATI) formed by Plures (formerly known as Alia Servizi Ambientali S.p.A.), Estra S.p.A., and Centria S.r.l.

In total, 247,000 redelivery points (PdR) will be transferred, together with networks and systems, the related personnel and assets functional to the management of the service, for an overall price of 253.1 million euros1.

The closing of the disposal transactions, subject to customary conditions precedent, is expected in the first months of next year.

In all Atems included in the procedure, including those not awarded, Italgas will apply the measures provided for the aforementioned AGCM resolution No. 31476.


1Price subject to potential post-closing adjustment (upward or downward) based on positive or negative adjustments

Changes to Italgas’ calendar of 2025 corporate events

Milan, 18 September 2025 – Italgas announces that the meeting of the Board of Directors for the approval of the results as of 30 September 2025 and of the 2025-2031 Strategic Plan, initially scheduled for 28 October 2025, has been postponed to 29 October 2025.

The release of the related press statements will take place on the morning of October 30, 2025, before the opening of the financial markets. The presentation of the aforementioned results and of the 2025–2031 Strategic Plan to the financial community will be held on the same day. The time will be announced as soon as possible and specified in the invitation to be sent to investors and analysts.

Italgas: consolidated results as at 30 june 2025 approved

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.


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.

Italgas: New EMTN Programme Established and Listed in Italy

Milan, July 10 2025 – Italgas announced today the establishment of a new Euro Medium Term Notes (EMTN) Programme with a maximum nominal amount of €5 billion.

The programme, approved today by the Commissione Nazionale per le Società e la Borsa (CONSOB), provides for the issuance of one or more non-convertible bond loans to be executed within one year, intended exclusively for institutional investors.

The new Italgas EMTN Programme is the first and innovative example of a plan for companies in Italy that enables the issuance of dematerialized securities, listed on the Mercato Telematico delle Obbligazioni (“MOT”), managed by Borsa Italiana S.p.A. It is fully aligned with the Italgas Group’s commitment to promoting the development of the domestic bond market.

The establishment of the new EMTN Programme was celebrated with a “Ring the Bell” ceremony held this morning at Palazzo Mezzanotte, in Piazza degli Affari in Milan, attended by representatives from Italgas, CONSOB and Euronext-Borsa Italiana.

Italgas: Moody’s Ratings affirms Rating and Outlook

Milan, July 4 2025 – Rating agency Moody’s today affirmed the long-term credit rating of Italgas S.p.A. (“Italgas”) at ‘Baa2’, with a Stable Outlook.

The same ‘Baa2’ rating has been affirmed to the outstanding bonds issued by Italgas, as well as to those originally issued by 2i Rete Gas and now assumed by Italgas Reti.

The affirmation of the ‘Baa2’ rating follows the completion of Italgas’ acquisition of 2i Rete Gas and the subsequent merger with Italgas Reti, effective as of 1 July 2025, reflecting Italgas’ position as a leading gas distribution operator in Europe, the Group’s operational efficiency, and the stability of the Italian regulatory framework.

Moody’s highlights that Italgas’ rating remains tied to the company’s exposure to the sovereign risk of the Italian State (‘Baa3’, Positive Outlook).

Italgas: S&P Global Ratings assigns BBB+ rating

Milan, July 1 2025 – The rating agency S&P Global Ratings today assigned to Italgas S.p.A. (“Italgas”) and Italgas Reti S.p.A. (“Italgas Reti”) a long-term Issuer Rating of BBB+, Stable Outlook.

 

The rating action follows the completion of 2i Rete Gas S.p.A. (“2i Rete Gas”) acquisition and the subsequent merger by incorporation of 2i Rete Gas into Italgas Reti, effective as of today.

 

The same BBB+ rating has been extended to the outstanding bonds issued by Italgas, as well as to those originally issued by 2i Rete Gas and now assumed by Italgas Reti.

 

The rating reflects Italgas’ position as the leading gas-distribution operator in Europe, strengthened by the acquisition of 2i Rete Gas and by the anticipated operational efficiencies and additional synergies arising from the integration of the two companies.

 

The agency also highlights Italgas’ sound liquidity profile, further supported by the capital increase recently completed on June 24th 2025.

Changes to Italgas’ calendar of 2025 corporate events

Milan, 27 June 2025 – Italgas announces that the meeting of the Board of Directors for the approval of the results for the first half of 2025, initially scheduled for 24 July 2025, has been brought forward to 23 July 2025.

The related press release will be issued on the morning of 24 July 2025, before the opening of the financial markets. The conference call to present the results to investors and financial analysts will be held on the same day.

As usual, the time of the conference call will be provided in the results press release and in the invitation that will be sent to investors and financial analysts.

The Board of Directors of Italgas appoints the members of the Board Committees and Chairmen

Milan, 27 June 2025 – The Board of Directors of Italgas, which met today under the chairmanship of Paolo Ciocca, in line with the provisions of the Corporate Governance Code, to which the Company abides, has confirmed that the following Committes have been established and has appointed their members:

Control, Risk and Related Party Transactions Committee

  • Gianmarco Montanari* (Chairperson)
  • Costanza Bianchini*
  • Erika Furlani*

Appointments and Compensation Committee

  • Cecilia Andreoli* (Chairperson)
  • Fabio Barchiesi**
  • Erika Furlani*

Sustainable Value Creation Committee

  • Alessandra Faella* (Chairperson)
  • Costanza Bianchini*
  • Qinjing Shen**

* Independent non-executive director pursuant to the TUF and the Corporate Governance Code

** Non-executive director

The Board of Directors has therefore verified that at least one member of the Control, Risk and Related Party Transactions Committee and of the Appointments and Compensation Committee fulfils the requirements in terms of knowledge and experience set out in the Corporate Governance Code.

As of today, it should be noted that, to the best of the Company’s knowledge, Gianmarco Montanari holds 250 shares of Italgas S.p.A. among the members of the above-mentioned Committees.

The curriculum vitae of the members of the Committees are available on the Italgas website on the Board of Directors page.

Italgas S.p.A.: assessment of the requirements of Directors and Statutory Auditors

Milan, 26 May 2025 –The Board of Directors, which met today under the chairmanship of Mr Paolo Ciocca, on the basis of the information provided by the parties concerned, verified – with reference to all 9 Directors – compliance with the limitations on the accumulation of offices pursuant to the Resolution of Italgas’ Board of Directors of 16 December 2024, who have no cause of ineligibility or incompatibility and who each possess the integrity requirements laid down by current legislation; it also determined, on the basis of declarations made that the Chairperson, Paolo Ciocca, and the Directors Cecilia Andreoli, Costanza Bianchini, Erika Furlani, Alessandra Faella and Gianmarco Montanari possess the requirements of independence required by the articles 147-ter, subsection 4, and 148, subsection 3, of the Consolidated Law on Finance and by Article 2 of the Corporate Governance Code (also in consideration of the qualitative and quantitative criteria approved by the Board of Directors to assess the importance of commercial, financial or professional relationships and additional remuneration).

The Board of Directors, on the basis of the assessments carried out by the Board of Statutory Auditors, also acknowledged that there were no causes of ineligibility, forfeiture and incompatibility as regards the Statutory Auditors and that they possess the requirements of professionalism and integrity prescribed in accordance with Italian Ministerial Decree No. 162 of 30 March 2000, as specified in art. 20.1 of the Bylaws, comply with the limits of accumulation of offices held, and possess the requirements of independence envisaged by the law and by the Corporate Governance Code (also considering the above mentioned qualitative and quantitative criteria).

The Board also verified that the composition of the Board itself and of the Board of Statutory Auditors complied with the provisions of the law and bylaws in force on gender equality. As of today the Company specifies, to the best of its knowledge, that Paolo Gallo holds 655,787 shares of Italgas S.p.A. and Gianmarco Montanari holds 200 shares of Italgas S.p.A..

The curricula vitae of Directors and Statutory Auditors are available on the website, on the Board of Directors and Board of Statutory Auditors pages, respectively.

Italgas Board of Directors Appoints Paolo Gallo as CEO

Milan, 13 May 2025 – The Board of Directors of Italgas, which met today in Milan in full attendance under the chairmanship of Paolo Ciocca, appointed Paolo Gallo as Chief Executive Officer. He has been granted all management powers of the Company, with the exception of those reserved by law, the By-laws, or specific Board resolutions to the Board itself or to the non-executive Chairman. The CEO is also entrusted with the role of Chief Executive Officer in relation to the establishment and maintenance of an effective internal control and risk management system.

 

As of today, the Company that, to the best of its knowledge, Paolo Gallo holds  655,787 shares of Italgas S.p.A. and Gianmarco Montanari holds 200 shares of Italgas S.p.A.