Changes to Italgas’ calendar of corporate events

Press Release of the results at June 30, 2022

 

Milan, 15 June 2022 – Italgas announces that during yesterday’s meeting, the Board of Directors, chaired by Benedetta Navarra, resolved that issue of the press release concerning the approval of the result at June 30, 2022 has been rescheduled from 26 to 25 July 2022, following its approval by the Board of Director.

As a result, the conference call to present the results to institutional investors and financial analysts will be held on the afternoon of July 25.

Italgas presents its 2022-2028 Strategic Plan

8.6 billion euros investments to complete the digital transformation of assets, create one of the main national players in the energy efficiency sector, continue to play a leading role in achieving EU climate targets.

Turin, June 15th, 2022 – Italgas Chief Executive Officer, Paolo Gallo, is today presenting to analysts and investors the Strategic Plan of the Group for the 2022-2028 period, which was approved yesterday by the Company’s Board of Directors chaired by Benedetta Navarra.

The new Plan envisages an investment program of 8.6 billion euros, with an increase of 0.7 billion euros compared to the previous Plan presented last year. The increase in investments (+8.9%) is driven by the digital transformation of assets, the extension of the network and the initiatives aimed at consolidating in the energy efficiency sector that will enable the Italgas Group to continue to play a leading role in achieving the EU climate targets; in addition, the 2022-2028 Strategic Plan integrates the future commitment of Italgas in Greece with the awaited acquisition of Depa Infrastructure.

The strategic choices made in recent years by the Group have anticipated the approach of national and EU institutions towards the decarbonization and the containment of greenhouse emissions, which has materialized in the Fit for 55” and in the REPowerEU targets.

The new 2022-2028 Plan is structured along three main pillars: (i) continuation of the digital transformation, repurposing and network extension program to equip the country with cutting-edge infrastructures capable of receiving and distributing renewable gases such as biomethane and green hydrogen; (ii) consolidation in the energy efficiency sector with the aim of placing Italgas among the main operators in the sector; (iii) new growth opportunities through ATEM tenders and M&A in the gas and water sectors, and development of the Greek market. In pursuit of these goals, Italgas will further develop the skills of its people – also through insourcing and an internal Academy – and it will use a solid and efficient financial structure ensuring an appropriate return for shareholders.

The Plan pivots on ESG factors and responds to the challenges of sustainability by setting objectives for 2028 and 2030, in line with the carbon neutrality target for 2050, and further raising those defined last year in terms of emissions reduction, energy efficiency, competences, and people development to make the change effective.

In Greece, the Italgas Group expects to be able to complete the acquisition of DEPA Infrastructure over the next few months and to integrate and make the investment plans, currently prepared by the operators involved in the transaction, consistent with its vision.

Highlights 

  • Total net investments Plan of 8.6 billion euros (+700 million euros compared to previous Plan);
  • 4.5 billion euros net for the development, digitization and repurposing of the Italian gas distribution network;
  • 1.8 billion euros for Atem tenders and 1.8 billion euros for Greece;
  • 340 million euros to accelerate growth in the energy efficiency sector;
  • Reduction of greenhouse gas emissions Scope 1 and 2 by 34% by 2028 and by 42% by 2030, Scope 3 (supply chain) by 30% by 2028 and by 33% by 2030, decrease in energy consumption by 27% by 2028 and by 33% by 2030 (baseline 2020);
  • “Net Zero goal” by 2050;
  • Strong attention to generational change, the engagement of the Group’s people as protagonists of the ecological transition and focus on training: the 3 levers that enable change;
  • Optimization of the financial structure, with maintenance of the ratios in the solid investment grade area;

Paolo Gallo, CEO of Italgas, commented:

In a European scenario that has REPowerEU as the new North Star to strengthen the resilience of the energy system and accelerate the ecological transition, Italgas can reap the benefits of a vision that had identified digital, flexible and smart networks as the main enabler of the decarbonization process.

With 8.6 billion euros, a further increase compared to the investment program presented last year, the Group is confirmed as one of the leading industrial companies capable of putting its design, spending and value creation skills at the service of the objectives of sustainable development of the country and of the European Union.

The largest share of the investments is once again destined for the extension, digital transformation and repurposing of the distribution network in order to create in time the conditions for the widespread use of the new gases, such as biomethane, green hydrogen and synthetic methane, which we will soon have to receive in our networks in increasing quantities.

After twenty years we return to having objectives beyond national borders: this Plan allocates 1.8 billion euros to Greece. We expect to complete the acquisition of DEPA Infrastructure over the next few months and thus be able to verify the correspondence of the investment programs of the three operating companies with our vision and the decarbonization targets set under the REPowerEU framework.

The role of energy efficiency in the Group’s development programs is growing. With 340 million euros, almost double compared to the previous plan, we aim to create one of the main players at national level, with a focus on innovation and digitization, contributing to the consolidation of a still very fragmented sector.

Innovation remains our main growth driver, the Digital Factory is the core of our cultural change: a place of ‘contamination’ around which we have developed an approach to open innovation that allows us to meet the most advanced startups and SMEs in the world.

The ability to manage innovation and put it to value will ultimately pivot on our people, to whom we will continue to allocate important resources for training, for the creation of new professionals and to attract best talents, always paying great attention to the issues of Diversity & Inclusion and female leadership”.

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

Milan, 2 May 2022 – Italgas’ Board of Directors, which met today under the chairmanship of Ms Benedetta Navarra, in line with the provisions of the Corporate Governance Code, by which the Company abides, has confirmed that the following Committees have been established and has appointed their members:

Control, Risk and Related Party Transactions Committee

  • Gianmarco Montanari*(Chairman)
  • Claudio De Marco*
  • Manuela Sabbatini**

Appointments and Compensation Committee

  • Lorenzo Parola*** (Chairman)
  • Claudio De Marco*
  • Manuela Sabbatini**

Sustainability Committee

  • Fabiola Mascardi* (Chairman)
  • Maria Sferruzza**
  • Qinjing Shen**

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


* Non-executive independent director in accordance with the CLF and the Corporate Governance Code

** Non-executive director

*** Non-executive independent director in accordance with the CLF

Italgas: consolidated Results as of 31 march 2022 approved

Milan, 2 May 2022 – The Italgas’ Board of Directors, which met today chaired by Benedetta Navarra, has approved the consolidated results as of 31 March 2022 (unaudited).

Key figures

Consolidated economic and financial highlights:

  • Total revenues: € 354.0 million (+6.2%)
  • Gross operating margin (EBITDA): € 250.0 million (+6.7%)
  • Operating profit (EBIT): € 141.9 million (+9.2%)
  • Adjusted net profit attributable to the Group: € 88.9 million (+9.5%)
  • Technical investments: € 179.5 million
  • Cash flow from operating activities: € 198.8 million
  • Net financial debt: € 4,954.7 million
  • Net financial debt (excluding the effects pursuant to IFRS 16): € 4,888.1 million

ESG – key indicators, Scope 1 and Scope 2 and energy consumption:

  • 26.4 103 tCO2 e Scope 1 and 2 (+8.6%)
  • 20,745 km of network inspected (+49.7%)
  • Fugitive emissions/km investigated: 44.80 Sm3/km (-17.9%)
  • Net energy consumption: 208.3 TJ (-7.2%)

Operating highlights (including affiliates):

  • Municipalities in gas distribution concessions: 1,899
  • Number of active meters: 7.75 million
  • Gas distribution network: around 74,473 Km

The performance of the Italgas Group confirms the constant growth trend that started with its return to the stock exchange in November 2016: the first quarter of 2022 also had positive results in all the main economic and financial indicators and ESG targets established in the 2021-2027 Strategic Plan, which are gradually being achieved.

Moreover, the integration of sustainability and economic performance targets enables the Group to contribute with its investment choices to the energy transition process defined by the EU, and to help ensures the implementation of the Italian National Recovery and Resilience Plan.

In the period, € 179.5 million in investments were made (€ 206.7 million in the first quarter of 2021). These investments are devoted primarily to the digital transformation of assets and processes, the natural gas distribution in Sardinia and the repurposing of the networks to enable them to distribute renewable gases (biomethane immediately and, in the medium term, green hydrogen and synthetic methane).

In the first three months of 2022, 128 km of new pipes were laid; in Sardinia the construction of new fully digital networks continued, reaching a total extension of approximately 903 km out of a total to be built of approximately 1,100 km and 6 new LNG storage and regasification plants were commissioned.

The requirements related to net investments for the first quarter of 2022 were covered by the positive cash flow from operating activities, equal to € 198.8 million.

The net financial position as at 31 March 2022 was € 4,954.7 million (€ 4,980.0 million as at 31 December 2021). The net financial position amounted to € 4,888.1 million (€ 4,910.0 million as of 31 December 2021), net of financial liabilities pursuant to IFRS 16 of € 66.6 million (€ 70.0 million as of 31 December 2021).

The EBITDA for the first quarter of 2022 amounted to € 250.0 million (+6.7% compared to 31 March 2021) and adjusted net profit attributable to the Group was € 88.9 million (+9.5% compared to 31 March 2021).

As is known, on 9 September 2021, Italgas was declared the ‘preferred bidder’ by the Greek privatisation fund (HRADF), and on 10 December 2021 a purchase contract was signed for a price of € 733 million, in the context of the public tender called by the Greek government for privatisation of the distribution operator DEPA Infrastructure S.A. The acquisition of DEPA Infrastructure S.A., which should come to a close during the first half of 2022, will allow the Group to further strengthen its leadership in the European gas sector, entering a market that offers significant growth opportunities and for which it will be able to make its well-known distribution network development and digitisation capacities available to support the country’s energy transition process.

 

Paolo Gallo, CEO of Italgas, commented:

Due to the positive results for the first quarter 2022, we have been able to start the new mandate fully in line with the previous ones, focusing on the constant growth of all the main economic indicators. This result was even more significant in light of a socio-economic context impacted by the sharp rise in prices on the energy market, whose effects were worsened further by the Russia-Ukraine conflict under way.

More specifically, we recorded an increase of 6.7% in EBITDA, which reached € 250 million, and an adjusted net profit that came to € 89 million, up +9.5% compared to the same period of last year. We are continuing to invest in the digital transformation of our assets and processes and in training our people in order to enable the network to become the main driver of the energy transition by receiving and distributing the incremental amounts of renewable gas such as biomethane, green hydrogen and synthetic methane.

In Sardinia, the extension of our digital native network is continuing and has breathed life back into the island’s energy development. A virtuous model which we will soon be developing also in Greece, on a larger scale, working alongside the government in decarbonising the economy and consumption.

Digitization, sustainability and efficiency have been confirmed as the main drivers of our day-to-day work to continue contributing to the energy transition, which now also moves through the achievement of the RePowerEU targets for the diversification of sources of supply.

The Board of Directors appoints Paolo Gallo as Chief Executive Officer. Amendments to the calendar of corporate events 2022

Turin, 26 April 2022 – Italgas’ Board of Directors, which met today in Turin in plenary session under the chairmanship of Ms Benedetta Navarra, appointed Mr Paolo Gallo as Chief Executive Officer, conferring on him the powers to manage the Company with the exception of specific duties reserved by law, bylaws, or a resolution of the Board of Directors for the Board or for the Chairman, who holds a non-executive role. The CEO is also assigned the duties of Chief Executive Officer for the purposes of establishing and maintaining an effective internal control and risk management system.

The Board of Directors, on the basis of the information provided by the parties concerned, also assessed – with reference to all 9 Directors – the compliance with the limitations on the accumulation of offices pursuant to the resolution of Italgas’ Board of Directors of 21 February 2022,  that there are no grounds for ineligibility or incompatibility and that they possess the integrity requirements laid down by current legislation; it also ascertained, on the basis of declarations made, that the Chairman, Ms Benedetta Navarra, and the Directors Claudio De Marco, Fabiola Mascardi 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 Director Mr Lorenzo Parola declared that he possesses the independence requirements pursuant to articles 147-ter, subsection 4 and 148, subsection 3, of the Consolidated Law on Finance.

The Board of Directors, on the basis of the assessment carried out toady by the Board of Statutory Auditors, therefore acknowledged that there are no grounds for ineligibility, forfeiture and incompatibility as regards the Statutory Auditors, 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, and that they 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 350,862 shares of Italgas S.p.A.

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

Italgas finally pointed out that in today’s meeting the Board of Directors resolved to amend the calendar of corporate events for the year 2022, anticipated to 2 May 2022 the meeting of the Board of Directors for the approval of the Interim Report on Operations as at 31 March 2022, originally set for 4 May 2022; on the same day the results will be disclosed to the market and the conference call will take place at 4pm CET for the purpose of explaining the results to the financial community.

The calendar of corporate events is available at: https://www.italgas.it/en/press-releases-price-sensitive/italgas-2022-financial-calendar/

The Shareholders’ Meeting has approved the 2021 Financial Statements and renewed the corporate bodies: Benedetta Navarra elected as Chairman

  • 2021 financial statements approved
  • Dividend of € 0.295 due on each share (+6.5% compared to the previous year)
  • Favourable opinion on 2022 Remuneration Policy and 2021 compensation paid

Turin, 26 April 2022 – Italgas’ Ordinary Shareholders’ Meeting took place at today’s date in Turin under the chairmanship of Mr Alberto Dell’Acqua, holding a total of 76.70% of the share capital.

Paolo Gallo, CEO of Italgas, commented:

“Today’s Shareholders’ Meeting provides an opportunity for us to evaluate these six years of uninterrupted growth which also represent the best conditions for moving forward in the same direction. The digital transformation of assets and processes, together with the reskilling of people, have profoundly changed the DNA of this Company, while staying true to its own roots. We have strengthened our leadership and role as an international benchmark, despite the great difficulties the world is facing at this particular point in history. For that I would like to thank Italgas’ Shareholders for sharing our objectives, for appreciating the action we have taken thus far and for the confidence they’ have shown in me which has allowed me to continue leading Italgas in this particular turning point for the energy sector and achieving climate targets”.

As permitted under art. 106 of Decree-Law No. 18/2020, converted with amendments by Law No. 27/2020 (extended by Decree-Law No. 228/2021, converted by Law No. 15/2022), the Shareholders’ Meeting took place exclusively through the Designated Representative pursuant to art. 135-undecies of Legislative Decree No. 58/1998 (“CLF”).

Shareholders’ Meeting:

  • examined the consolidated financial statements of the Italgas Group as at 31 December 2021, which closed with a net profit attributable to the Group of € 362.8 million (€ 384.6* million in 2020) and an adjusted net profit attributable to the Group of € 367.7 million (€ 347.0* million in 2020);
  • approved the Italgas S.p.A. financial statements for the year as at 31 December 2021, which closed with a net profit of € 239.6 million (€ 214.8 million in 2020);
  • resolved to allocate € 0.295 (+6.5% 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 € 239,588,775.34 as recorded in Italgas S.p.A.’s financial statements as at 31 December 2021. The dividend will be assigned for payment as from 25 May 2022, with no. 6 coupon payment date established as 23 May 2022 and record date as 24 May 2022.

*2020 Restated values 

The accounting process which led to the Company drawing up an Integrated Report for the financial year 2020 was also continued for 2021, with respect to the clear objective of providing evidence of constant development toward the integration of corporate decision-making processes. Such development can be achieved through the organisation’s coherent vision in terms of its operations, risks and opportunities, with the aim to guarantee sustainable management, aimed at creating value over time in social, environmental and economic-financial sectors. For this reason, reports on performance and factors which determine and influence the company’s ability to create value (including, therefore, also non-financial information in accordance with Legislative Decree No. 254/2016) are illustrated in the “Integrated Annual Report 2021”, containing the Directors’ Report, the Consolidated financial statements and the financial statements for the year 2021.

As regards the 2022 Remuneration Policy and the compensation paid in 2021, the Shareholders’ Meeting approved, with a binding vote in accordance with article 123-ter, subsection 3-ter, of the CLF, Section I containing the “2022 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 compensation paid in 2021.

The Shareholders’ Meeting also made the following resolutions:

  • appointed the Board of Directors for three financial years, ending on the date of the Shareholders’ Meeting called to approve the financial statements as at 31 December 2024, in the persons of:

 

  • Benedetta Navarra
  • Paolo Gallo
  • Qinjing Shen
  • Maria Sferruzza
  • Manuela Sabbatini
  • Claudio De Marco
  • Lorenzo Parola

drawn from the slate submitted jointly by the shareholders CDP Reti S.p.A. and Snam S.p.A., holding a total of 39.491% of the share capital, voted by the majority shareholders who attended the Shareholders’ Meeting with about 59.07% of the share capital represented at the Shareholders’ Meeting; and

  • Fabiola Mascardi
  • Gianmarco Montanari

drawn from the slate submitted by the shareholder Inarcassa, holding a total of 1.3745% of Italgas’ share capital, voted by the minority shareholders who attended the Shareholders’ Meeting, with around 40.41% of the share capital represented at the Shareholders’ Meeting.

The Shareholders’ Meeting then elected Ms Benedetta Navarra as the Chairman of the Board of Directors.

Benedetta Navarra, Claudio De Marco, Fabiola Mascardi and Gianmarco Montanari declared possession of the independence requirements pursuant to articles 147-ter, subsection 4 and 148, subsection 3, of the CLF and article 2 of the Corporate Governance Code. Mr Lorenzo Parola declared that he possesses the independence requirements in accordance with articles 147-ter, subsection 4, and 148, subsection 3, of the CLF; two fifths of the members of the new Board of Directors (4 out of 9) belong to the less represented gender (female) in compliance with the current gender equality laws in force.

The Shareholders’ Meeting set the gross annual compensation payable to each director at 50,000 euros, in addition to the reimbursement of expenses incurred in relation to their office.

The Shareholders’ Meeting finally:

  • appointed the Board of Statutory Auditors for three financial years, ending on the date of the Shareholders’ Meeting called to approve the financial statements as at 31 December 2024, in the persons of:

 

  • Giulia Pusterla, Chairman;
  • Paola Maria Maiorana, Standing Auditor;
  • Maurizio Di Marcotullio, Standing Auditor;
  • Stefano Fiorini, Alternate Auditor;
  • Barbara Cavalieri, Alternate Auditor.

The Chairman of the Board of Statutory Auditors, Ms Giulia Pusterla was drawn from the slate submitted by the shareholder Inarcassa, holding a 1.3745% of Italgas’ share capital, voted by the minority shareholders who attended the Shareholders’ Meeting, with around 40.31% of the share capital represented at the Shareholders’ Meeting. The Alternate Auditor Ms Barbara Cavalieri was elected by the Shareholders’ Meeting, upon proposal of the Shareholder Inarcassa, with around 99.37% of the share capital represented at the Shareholders’ Meeting. The Standing Auditors Ms Paola Maria Maiorana and Mr Maurizio Di Marcotullio and the Alternate Auditor Mr Stefano Fiorini were drawn from the slate submitted by the shareholder CDP Reti S.p.A., holding a total of 26.009% of the share capital, voted by the majority shareholders who participated in the Shareholders’ Meeting with around 59.43% of the share capital represented at the Shareholders’ Meeting;

  • set the gross annual compensation payable to the Chairman of the Board of Statutory Auditors and each Statutory Auditor, respectively, in 70,000 euros and 45,000 euros, plus reimbursement of the expenses.

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

As of today the Company specifies, to the best of its knowledge, that Paolo Gallo holds 350,862 shares of Italgas S.p.A.

The Shareholders’ Meeting thanked the previous Board of Directors and the previous Board of Statutory Auditors for the work carried out in the three year period 2019-2021.

The manager responsible for preparing the accounting and corporate documents, Giovanni Mercante, 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.

Italgas: slates filed for renewal of the corporate bodies. The shareholders CDP Reti S.p.a. and Inarcassa submit resolution proposals pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF

Milan, 5 April 2022 – Italgas announces that 2 slates of candidates for office as members of the Board of Directors and 2 slates of candidates for office as members of the Board of Statutory Auditors have been filed in view of the single call Shareholders’ Meeting of 26 April 2022 to renew the corporate bodies.

The shareholders CDP Reti S.p.A. and Snam S.p.A., representing a total of 39.491% of the share capital of Italgas, jointly filed 1 slate of candidates for office as members of the Board of Directors:

  1. Benedetta Navarra (Chairman) (*)
  2. Paolo Gallo (**)
  3. Qinjing Shen
  4. Maria Sferruzza
  5. Manuela Sabbatini
  6. Claudio De Marco (*)
  7. Lorenzo Parola (***)
  8. Antonella Guglielmetti (*)
  9. Maurizio Santacroce (*)

(*) Candidate who declared possession of the independence requirements pursuant to articles 147-ter, subsection 4 and 148, subsection 3, of Legislative Decree no. 58 of 24 February 1998 (CLF) and article 2 of the Corporate Governance Code.

(**) Candidate having the specific professional expertise for the office of Chief Executive Officer.

(***) Candidate who declared possession of the independence requirements pursuant to articles 147-ter, subsection 4 and 148, subsection 3, of CLF.

 

The shareholder CDP Reti, representing 26.009% of the share capital of Italgas, filed 1 slate of candidates for office as members of the Board of Statutory Auditors:

for the office of Standing Auditor

  1. Paola Maria Maiorana (*) (**)
  2. Maurizio Di Marcotullio (*) (**)

for the office of Alternate Auditor

  1. Stefano Fiorini (*) (**)

(*) 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 also 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), representing 1.3745% of the share capital of Italgas, filed 1 slate of candidates for office as members of the Board of Directors and 1 slate of candidates for office as members of the Board of Statutory Auditors.

The slate of candidates for office as members of the Board of Directors submitted by Inarcassa is composed of:

  1. Fabiola Mascardi (*)
  2. Gianmarco Montanari (*)

(*) Candidate who declared possession of the independence requirements pursuant to articles 147-ter, subsection 4 and 148, subsection 3, of CLF and article 2 of the Corporate Governance Code.

Inarcassa also submitted, within the terms and in the manner required by law, a slate of candidates for office as members of Italgas’ Board of Statutory Auditors, listing one candidate for the office of Standing Auditor (Giulia Pusterla) and one candidate for the office of Alternate Auditor (Simone Montanari).

However, having learned that the candidate for the office of Alternate auditor, Mr Simone Montanari, was no longer available to take such office in Italgas, Inarcassa put forward a proposal to resolve the nomination of Ms. Barbara Cavalieri for the office of Italgas’ Alternate Auditor.

Both the candidate for the office of Standing Auditor, Giulia Pusterla, and the candidate for the office of Alternate Auditor, Barbara Cavalieri, declared (i) that they were enrolled in the register of external auditors and that they had worked on legal audits for at least three years; (ii) that they were in 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.

Lastly it should be noted that Inarcassa declared, including in relation to the Consob Communication no. DEM/9017893 of 26.02.2009, the absence of connections and/or relationships deemed significant with shareholders who, even jointly, hold a controlling share or relative majority.

***

Resolution proposal of the shareholder CDP RETI S.p.A. pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF

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 Benedetta Navarra as Chairman of the Board of Directors.”

***

The slates and related documentation required by the provisions on the matter (as well as the resolution proposals  pursuant to art. 126-bis, subsection 1, penultimate sentence of the CLF) are available to the public at Italgas’ offices in Milan, Via Carlo Bo 11, on the Company’s website (www.italgas.it, in the “Governance” – “2022 Shareholders’ Meeting” section), on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it) and through the authorised storage mechanism “eMarket STORAGE” at the addresswww.emarketstorage.com.

 

 

Italgas: The Board of Directors convenes the Shareholders’ Meeting on Tuesday 26 April 2022

Milan, 10 March 2022 – Italgas’ Board of Directors, which met on 9 March 2022 under the chairmanship of Alberto Dell’Acqua, resolved to call an Ordinary Shareholders’ Meeting on 26 April, at 10:30 a.m., in a single call, to resolve on the approval of the 2021 Financial Statements, the proposed profit allocation, the report on the remuneration policy and compensation paid, as well as the appointment of the corporate bodies.

The Board has resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.295 euros for each Company share. The dividend will be paid out on 25 May 2022, with coupon date of 23 May 2022 (record date 24 May 2022).

The Board of Directors will also submit to the Shareholders’ Meeting its own proposals on the determination (i) of the duration in office and compensation of the Directors, as well as (ii) the compensation of the Chairman of the Board of Statutory Auditors and of the Standing Auditors.

In compliance with the provisions of Legislative Decree 58/98 (“CLF”) and the New Corporate Governance Code, the Board of Directors also assessed the independence of its Directors as at 9 March 2022. The Board of Directors, having duly acknowledged the check of its members carried out by the Board of Statutory Auditors, also assessed on the same date whether the members of the Board of Statutory Auditors still meet the independence requirements, also in accordance with the New Corporate Governance Code.

In execution of the 2018-2020 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 19 April 2018, the Board resolved on the free allocation of a total of 477,364 new ordinary shares of the Company to the beneficiaries of said Plan (second cycle of the Plan) and started the execution of the second tranche of the capital increase resolved on by the aforesaid Shareholders’ Meeting, for a nominal amount of 591,931.36  euros drawn from retained earning reserves. The Company will provide accurate information in the manner and within the terms prescribed by law on the implementation of the Plan and the share capital resulting from the execution of said increase.

The Company has decided to make use of the option provided in art. 106, subsection 4, of Decree-law 18/2020, converted with amendments into Law no. 27/2020, as extended by Decree-Law no. 228/2021 converted by Law no. 15/2022, establishing that those entitled to participate in the Shareholders’ Meeting may only do so through Georgeson S.r.l., with registered offices in Rome, Via Emila 88, which has been named as the “Designated Representative” of the Company under art. 135-undecies of the CLF. For more information in this regard, see the call notice of the Ordinary Shareholders’ Meeting of Italgas which will be published by the Company in the manner and within the terms prescribed by law.

As indicated in the Shareholders’ Meeting call notice, the Integrated Annual Report as at 31 December 2021, the Report on the 2022 Remuneration Policy and 2021 Compensation Paid, the 2021 Corporate Governance and Ownership Structure Report, reports on the items on the agenda, and the remaining legal documentation for the purposes of the Shareholders’ Meeting will be made available within the time period established by law.

Italgas: consolidated Results as of 31 december 2021 approved

The Board of Directors has convened the Shareholders’ Meeting for 26 april 2022.

Milan, 10 March 2022 – Italgas’ Board of Directors, chaired by Alberto Dell’Acqua, met yesterday and approved the results as of 31 December 2021 and resolved to propose to the Shareholders’ Meeting the distribution of a dividend of € 0.295 per share (+6.5% compared to 2020).

Key figures

Economic and financial highlights1

  • Adjusted total revenues: € 1,370.8 million (+2.8%)
  • Adjusted EBITDA: € 1,008.9 million (+4.1%)
  • Adjusted EBIT: € 583.2 million (+6.2%)
  • Adjusted net profit2: € 367.7 million (+6.0% compared to the 2020 restated result)
  • Technical investments: € 865.1 million (+11.5%)
  • Cash flow from operating activities: € 831.9 million (€ 746.6 million in 2020)
  • Net financial debt3 € 4,980.0 million; € 4,910.0 million excluding the effects of IFRS 16

Sustainability highlights

  • 160.7 103 tCO2 e Scope 1 and 2, -7.3% on 2020
  • Volumes of gas distributed: 8,886.68 million cubic metres, +4.8% on 2020
  • 0.067 energy intensity4, -4.3% on 2020
  • Gas leakage rate5: 0.087% -13.0% on 2020
  • Fugitive emissions/km network: 106.7 -10.3% on 2020
  • Grams of pollutants per km travelled by the car fleet: 0.081 gNOx (in line with 2020), 0.0003 grams particulate (-18.3% on 2020)
  • Employee and contractors accident frequency index6: 1.07 (compared with 1.41 in 2020)
  • 22% women in positions of responsibility, as compared with 16.7% in 2020
  • 16.4% women in the company, as compared with 15.1% in 2020
  • 112,379 total hours of training provided (+48.0% on 2020), of which 24,832 for topics relating to digitisation

Operating highlights (including affiliates):

  • Municipalities in gas distribution concessions: 1,898
  • Number of active meters: 7.757 million
  • Gas distribution network: around 74,400 Km

In a context of substantial economic recovery, albeit partly limited by the ongoing health emergency and the hike in energy prices, the Italgas Group’s performance confirms the constant growth trend initiated with the return to the stock exchange in November 2016. The financial year 2021 presents extremely positive results with reference to all the main economic and financial indicators, combined moreover with the significant progress reported aimed at achieving the ESG targets established in the 2021-2027 Strategic Plan.

The integration of sustainability and economic performance targets enables the Group to contribute with its investment choices to the energy transition process, in line with EU guidelines, and to help to ensure the implementation of the Italian National Recovery and Resilience Plan.

The € 865.1 millions of investments carried out in the period (+11.5% compared to 31 December 2020) bear witness to this. These investments are devoted primarily to the digital transformation of assets and processes, the methanisation of Sardinia and the repurposing of the networks to enable them to distribute renewable gases (biomethane immediately and, in the medium term, green hydrogen and synthetic methane).

In 2021, 732 km of new pipes were laid, of which 91 km in Sardinia, where the construction of fully-digital new networks continued, including through the installation and commissioning of 50 new LNG storage plants, reaching a total length of approximately 900 km out of a total of around 1,100 km to be developed: at end 2021, a total of 3,891 redelivery points on the island are serviced with natural gas.

Cash generation has also increased considerably, with cash flow from operating activities at end 2021 totalling € 831.9 million.

The net financial position7 as of 31 December 2021 was € 4,980.0 million (€ 4,736.5 million as of 31 December 2020). The net financial position4 amounted to € 4,910.0 million (€ 4,660.2 million as of 31 December 2020), net of financial liabilities pursuant to IFRS 16 of € 70.0 million (€ 76.3 million as of 31 December 2020).

The adjusted EBITDA at the end of 2021 amounted to € 1,008.9 million (+4.1% compared to 31 December 2020) and adjusted net profit attributable to the Group was € 367.7 million (+6.0% compared to 31 December 2020).

In the context of the public tender called by the Greek government for privatisation of the distribution operator DEPA Infrastructure S.A, on 9 September 2021, Italgas was declared the ‘preferred bidder’ by the Greek privatisation fund (HRADF), and on 10 December 2021 a purchase contract was signed for a price of € 733 million. The acquisition of DEPA Infrastructure S.A., which will draw to a close during the first half of 2022, will allow the Group to further strengthen its leadership position in the European gas sector, entering a market that offers significant growth opportunities and for which it will be able to make its well-known distribution network development and digitisation capacities available to support the country’s energy transition process.

Paolo Gallo, CEO of Italgas, commented:

In 2021, which saw the first significant signs of economic recovery, albeit influenced by the ongoing health emergency and the strong tensions around the costs of raw materials, Italgas was confirmed as one of Italy’s most solid industrial companies.

For the twentieth consecutive quarter since the return to the stock exchange, we recorded growth in all economic indicators, in particular the adjusted EBITDA which increased by 4.1%, surpassing € 1 billion, and the adjusted Net Profit, which at +6% came to € 367.7 million. Investments, which reached a record € 865 million, grew by 11.5% compared to the previous year and at the same time continued to be a strategic leverage in continuing the digital transformation of the network and an important contribution for the relaunch of the Italian economy.

Digitising as widespread an infrastructure as our distribution network not only corresponds to valorize an asset of the country and becoming a global benchmark for the sector; it also means ensuring that the gas networks have a central role in the ecological transition as an asset that, with a view of sector coupling, is able to guarantee efficiency and flexibility to Italy’s entire energy system and a greater diversification of sources through the progressive introduction of renewable gases like biomethane and hydrogen.

This same logic is applied to the commitment in Greece, where the acquisition of DEPA Infrastructure signed last December will allow us to work alongside the Greek government to phase out carbon and lignite and to encourage the achievement of EU net zero targets.

Technological innovation continues to be the main driver of the Italgas Group’s significant development alongside attention to people as shown by the growth in the percentage of the women working in the Group and in managerial positions, and the strong drive on training, which saw a major increase in the number of training hours delivered, also with a specific focus on digitisation.


1. For the economic and financial analyses for the financial year 2021, the company considered it more representative to comment on the adjusted results, i.e. the recurring results, comparing them with the adjusted recurring results for the financial year 2020.

2. Adjusted net profit refers to the adjusted amount attributable to the Italgas Group, net of the portion attributable to minority interests.

3. As of 31 December 2021, the net financial debt shown in the directors’ report did not consider liabilities for € 5.6 million due to Conscoop, consisting of shareholder loans disbursed by it to Isgastrentatrè, later incorporated into Medea, insofar as they were considered part of the deferred purchase price settlement.

4. Calculated as the ratio of total Group energy consumption and gas distributed.

5. Volume of fugitive emissions of natural gas/volume of gas distributed.

6. Frequency index: number of accidents recorded / million hours worked

7. As of 31 December 2021, the net financial debt shown in the directors’ report did not consider liabilities for € 5.6 million due to Conscoop, consisting of shareholder loans disbursed by it to Isgastrentatrè, later incorporated into Medea, insofar as they were considered part of the deferred purchase price settlement.

Italgas: 2022 financial calendar on 01.27.2022

Milan, 27 gennaio 2022 – Italgas announces the financial calendar and the dates of the publication of its 2022 financial results as approved by the Board of Directors:

  • Group Annual Integrated Report at December 31, 2021 and draft financial statements at December 31, 2021;
  • Dividend proposal for 2021;
  • Report on Corporate Governance and Ownership Structure 2021;
  • Report on Remuneration 2022;
  • Call of Shareholders’ Meeting.
Board of Directors approval

 

 

Press release and Conference call

March 9, 2022

 

 

March 10, 2022

  • Financial statements at December 31, 2021;
  • Dividend approval for 2021;
  • Appointment BoD and Board of Statutory Auditors
Shareholders’ Meeting

Press release**

April 26, 2022 in a single call
  • First quarter 2022 report.
Board of Directors approval

Press release and Conference call*

May 4, 2022

May 5, 2022

  • Strategic Plan 2022-2028.
Board of Directors approval

Press release and Strategy Presentation*

June 14, 2022

June 15, 2022

  • Interim financial report at June 30, 2022.
Board of Directors approval

Press release and Conference call*

July 25, 2022

July 26, 2022

  • Third quarter 2022 report.
Board of Directors approval

Press release and Conference call*

October 26, 2022

October 27, 2022

 

 

 

 

 

 

* Press release will be issued in the morning (non trading hours). The conference call for the presentation of results/Strategic Plan to the financial community on the same day;

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

The dividend for the 2021 financial year will be paid on 25 May 2022 (record date 24 May 2022) with ex-dividend date 23 May 2022.

A road show to present the company’s objectives as established in the 2022-2028 Strategic Plan to institutional investors and financial analysts is scheduled to start in June 2022.

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

 

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