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Milan, 14^th May 2024 – Italgas informs that following the announcement of the start of a period of exclusivity for the potential acquisition of 100% of the share capital of 2i Rete Gas, the presentation of the Strategic Plan 2024-2030, initially planned for June 12^th 2024, is postponed.

The new date will be promptly communicated to the financial community as soon as it is finalized.

Milan, 14 May 2024 – The Italgas’ Board of Directors, which met yesterday chaired by Benedetta Navarra, has approved the consolidated results as of 31 March 2024 (unaudited).

Highlights¹

• Total revenues: € 431.3 million (-10.1% as a result of the reduction in energy efficiency activities connected with Superbonus)
• Gas distribution regulated revenues: € 403.5 million (+11.2%)
• EBITDA: € 325.7 million (+9.6%)
• EBIT: € 192.7 million (+11.7%)
• Net profit attributable to the Group: € 117.6 million (+13.5%)
• Technical investments: € 160.9 million
• Cash flow from operating activities: € 342.2 million
• Net financial debt (excluding the effects pursuant to IFRS 16): € 6,452.1 million
• Net financial debt: € 6,546.3 million
• Scope 1 and 2 emissions: 23.7 10³ tCO₂ eq (-4.0%)
• Net energy consumption: 147.9 TJ (-14.2%)

The results achieved in the first three months of 2024, with net profit attributable to the Group of € 117.6 million (+13.5%) confirm the growth path marked out in the 2023-2029 Strategic Plan and offset the contraction of the component deriving from the Group’s ESCo activities.

Total revenues came to € 431.3 million as a result of the increase in gas distribution regulated revenues (+11.2% compared with the same period of 2023), which offset the decline in other revenues, which dropped by € 89.3 million, mainly due to the reduction in revenues relating to energy efficiency activities, due in particular to the fading of the so called “Superbonus” boost. In this scenario, Geoside is now focused on increasing the pipeline of industrial efficiency projects and on integrating the offer for the residential sector.

In Italy, the repurposing and the digital transformation of the gas network continues, the main enabler of the ecological transition, whilst in Greece, development of the distribution grid proceeds; the procedure for the integration of the recently acquired water companies into the Group has begun.

During the first quarter of 2024, technical investments were made for an amount of € 160.9 million and 175 km of gas distribution pipelines were laid (of which 104 operating and 98 in Greece). In addition, February 2024 also saw around 900 km of pipelines enter the consolidation area in relation to the Belluno ATEM. Investments, which reflect a different monthly progression from 2023, are expected to accelerate during the year.

EBITDA for the first three months of 2024 came to € 325.7 million, up +9.6% compared to 31 March 2023, also following the improvement in the regulated gas distribution WACC in Italy. Net profit attributable to the Group totalled € 117.6 million, a +13.5% increase compared to 31 March 2023.

Cash flow from operating activities amounted to € 342.2 million, up € 235.0 million compared with the previous year, as the temporary phenomena that had impacted the first quarter of 2023 have now been reabsorbed. The cash flow from operations made it possible to fully finance net investments generating a free cash flow before M&A transactions of € 140.8 million.

The Group’s commitment towards the continuous improvement of its environmental performance progresses, with a 4.0% reduction in Scope 1 and 2 emissions compared with the previous quarter, driven by the decline in net energy consumption (-14.2%).

Paolo Gallo, CEO of Italgas, commented:

 “The results achieved in this first quarter allow Italgas to start the 2024 committed to the solidity.

 The economic-financial indicators have recorded excellent growth, in many cases in double digits.

 The most important results include EBITDA, which increased by 9.6%, rising to € 325.7 million and Group Net Profit, which approached € 120 million, up 13.5% compared to the first quarter of last year. More than € 160 million have been invested to give a further boost to the development and digital transformation of the networks and systems in both Italy and Greece, in support of the ecological transition to net zero.

 With the commitment of all Italgas’ people and the entire chain of suppliers, we continue to to constantly improve the technologies that will allow us to accelerate the decarbonisation of consumption and energy savings in support of the sustainable development of the territories and the growth in value of the Group”.

¹ The consolidated balance sheet and income statement of the Italgas Group at 31 March 2024 reflects the effects of the first consolidation, starting 30 January 2024, of Acqua Campania and subsidiaries; instead, the data relating to Scope 1 and 2 emissions and net energy consumption does not include Acqua Campania.

Milan, 13^th May 2024 – Italgas announces that, further to the submission of a non-binding offer for the acquisition of the entire share capital of 2i Rete Gas S.p.A (“2i Rete Gas”), the shareholders F2i SGR S.p.A and Finavias S.à r.l. have granted Italgas an exclusivity period to perform due diligence with the objective to submit a binding offer for the acquisition of 100% of the share capital of 2i Rete Gas.

Should a binding agreement be entered into, Italgas will finance the acquisition via a bridge credit facility, underwritten by J.P. Morgan, which could be refinanced through a combination of equity, debt or equity like instruments, with the objective of maintaining the current rating profile of Italgas. Final terms and conditions of the refinancing will be announced to the market upon finalization of the binding agreement.

J.P. Morgan is acting as Financial Advisor and Legance – Avvocati Associati is acting as legal advisor of Italgas.

• 2023 financial statements approved
• Dividend of € 0.352 due on each share (+11% compared to the previous year)
• Favourable opinion on the Report on the 2024 Remuneration Policy and 2023 Compensation Paid
• 2024-2025 Co-investment Plan and free share capital increase to service it approved

Turin, 6 May 2024 – The Ordinary and Extraordinary Shareholders’ Meeting of Italgas took place today in Turin under the chairmanship of Benedetta Navarra. The meeting was attended by shareholders holding 77.040% of the share capital.

“The excellent performance recorded by the Group in 2023, which translated into further growth in all the economic and financial indicators – underlined Italgas’ Chairperson Benedetta Navarra – allowed us to propose to the Shareholders’ Meeting a dividend distribution of 0.352 euros per share, an 11% increase on last year. An important signal for the satisfaction of our investors as well”.

Paolo Gallo, CEO of Italgas, commented:

“2023 was a year of further growth for Italgas, which contributed to our Group’s definitive evolution into a Network Tech Company. This is a significant achievement, which sees Italgas increasingly establish itself as a global benchmark, capable – through its networks – of generating efficiency and returning value to territories and communities thanks to the lever of technological innovation.

Digital transformation is confirmed as the pivotal factor for our sustainable development path. An enabling element which, after having made us the first gas utility in the world to have a fully digitised network, will allow us to support Greece in phasing out coal and lignite, speed up the ecological transition process of our territories and make a decisive contribution to the water sector as well.

 In fact, 2023 was also the year in which we significantly strengthened our presence in the water sector through Nepta, which is now one of the country’s main players, directly and indirectly serving a population of approximately 6.2 million people. And it is precisely by borrowing the technologies developed in gas networks that we hope to improve the efficiency and quality of the service in an area that has historically suffered from a considerable fragmentation of management and lack of investments. We are already doing this and will continue to do so with ever greater effectiveness.”

The Shareholders’ Meeting:

• examined the consolidated financial statements of the Italgas Group as at 31 December 2023, which closed with a net profit attributable to the Group of € 439.6 million (€ 407.3* million in 2022) and an adjusted net profit attributable to the Group of € 439.6 million (€ 395.7* million in 2022);
• approved the Italgas S.p.A. financial statements for the year as at 31 December 2023, which closed with a net profit of € 301,433,790.24 (€ 259,813,111.40 in 2022);
• resolved to allocate € 0.352 (+11% compared to the previous year) as a dividend due on each share in proportion to the shares in circulation on the coupon payment date, using the profit for the financial year amounting to € 301,433,790.24 as recorded in Italgas S.p.A.’s financial statements as at 31 December 2023. The dividend will be assigned for payment as from 22 May 2024, with no. 8 coupon payment date established as 20 May 2024 and record date as 21 May 2024.

Our reporting on the performance and factors that determine and influence the company’s ability to create value over time in the social, environmental, economic and financial fields (therefore also including non-financial information pursuant to Legislative Decree no. 254 /2016) is illustrated in the “2023 Integrated Annual Report”.

As regards the Report on the 2024 Remuneration Policy and 2023 Compensation Paid, the Shareholders’ Meeting approved, with a binding vote in accordance with article 123-ter, subsection 3-ter, of Legislative Decree no. 58 of 24 February 1998 (“CLF”), Section I containing the “2024 Remuneration Policy”, and, in accordance with subsection 6 of the aforementioned article, expressed its favourable opinion with an advisory and non-binding vote on Section II in relation to the 2023 Compensation Paid.

The 2024-2025 Co-Investment Plan was also approved, under the terms and conditions described in the Information Notice prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public as required by law, to which reference should be made for further information. In particular, the Plan is intended to ensure the alignment of the business results achieved and the creation of long-term value for shareholders and management remuneration, while promoting the sustainable success of the Company and the Group.

Lastly, at the extraordinary session, the Shareholders’ Meeting approved the proposal of a free share capital increase, to service the 2024-2025 Co-investment Plan, in one or more tranches, for a maximum nominal amount of € 3,720,000, by means of the issuance of up to 3,000,000 new ordinary shares. These shares are to be assigned, in accordance with Article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earning reserves, to the beneficiaries of the Plan only; in other words, only to employees of the Company and/or of the companies in the Group.

*** 

The officer responsible for the preparation of financial reports, Gianfranco Maria Amoroso, declares, pursuant to paragraph 2, Article 154-bis of the CLF, that the accounting information contained in this report corresponds to the documented results, books and accounting records.

Milan, April 24^th – Italgas announces today that it has completed the acquisition of a 47.9% stake in Acqua Campania from Veolia Group.

Acqua Campania is currently the operator of the Western Campania Aqueduct under a concession from the Campania Region. It carries out activities of abstraction, purification, conveyance, and transportation of drinking water to water distribution companies, serving a total user base of approximately 4 million inhabitants.

With this transaction, Italgas Group now holds a total of 96.23% of Acqua Campania.