Comunicati: Press release price sensitive

Milan, 4 April 2019 – Italgas’ Board of Directors in its entirety, met today in Milan under the chairmanship of Alberto Dell’Acqua, appointed Paolo Gallo as Chief Executive Officer, giving him the powers of administration of the Company excluding the specific attributions reserved by the law, bylaws or by virtue of BoD resolution for the Board or the Chairman, who has a non-executive role. The Chief Executive Officer is also responsible for the functions of Director in charge of the internal control and risk management system.

The Board of Directors, on the basis of the information provided by the interested parties, has also determined that, with regard to the 9 Directors there are no causes of ineligibility or incompatibility, and that each of them possess the integrity requirements laid down by current legislation. The Board of Directors also determined that, on the basis of the declarations made, Chairman Alberto Dell’Acqua and Directors Paola Annamaria Petrone, Giandomenico Magliano, Veronica Vecchi, Andrea Mascetti e Silvia Stefini possess the independence requirements laid down by the law and by the Corporate Governance Code.

The Chairman Alberto Dell’Acqua fulfils the independence requirements established by law.

The Board of Directors also ascertained that the statutory auditors fulfill the professional and integrity requirements pursuant to Ministerial Decree no. 162 of 30 March 2000, as specified by Art. 20.1 of the bylaws and it took note of the independence requirements laid down by the law and by the Corporate Governance Code, on the basis of the checks made today by the Board of Statutory Auditors and transmitted to the BoD, pursuant to Application Criterion 8.C.1. of the Corporate Governance Code approved by the Corporate Governance Committee.

Finally, the Board verified that the composition of the Board itself and of the Board of Statutory Auditors is compliant with the current regulatory and statutory provisions on gender equality; the Board also verified that the number of management and control positions held by the Directors is compatible with the effective execution of the office of Director in Italgas.

As of today, to the best of the Company’s knowledge, Paolo Gallo holds 12,000 shares of Italgas S.p.A.

The curriculum vitae of the Directors and Statutory Auditors are available online, on the pages of the Board of Directors and the Board of Statutory Auditors.

Lastly, Italgas announces that the Board of Directors meeting to approve the Interim Report on Operations as at 31 March 2019 will be held on 13 May 2019 instead of 14 May, as initially communicated. The conference call for the presentation of the accounting figures to financial analysts will take place on 14 May 2019, instead of 15 May.

Milan, 12 March 2019 – Italgas informs that no. 2 lists of candidates for the Board of Directors and no. 2 for the Board of Statutory Auditors have been submitted in view of the Shareholders’ Meeting on 4 April 2019 (single call) that will renew the Company’s boards.

The shareholders CDP Reti and Snam, representing 39.545% of Italgas’ share capital, submitted jointly no. 1 list of candidates for the Board of Directors:

1. Alberto Dell’Acqua* (Chairman)
2. Paolo Gallo
3. Yunpeng He
4. Paola Annamaria Petrone*
5. Maurizio Dainelli
6. Giandomenico Magliano*
7. Veronica Vecchi*
8. Patrizia Michela Giangualano*
9. Nicolò Dubini*

The shareholder CDP Reti, representing 26.045% of Italgas’ share capital, submitted no. 1 list of candidates for the Board of Statutory Auditors:

for the office of Effective Statutory Auditor

1. Maurizio Di Marcotullio**
2. Marilena Cederna**

for the office of Alternate Statutory Auditor

1. Stefano Fiorini**

The institutional shareholders[1], wholly representing 1.36615% of Italgas’ share capital, submitted no. 1 unitary list of candidates for the the Board of Directors and no. 1 unitary list of candidates for the Board of Statutory Auditors:

• for the Board of Directors:

1. Andrea Mascetti*
2. Silvia Stefini*

• for the office of Effective Statutory Auditor

1. Pier Luigi Pace**

• for the office of Alternate Statutory Auditor

1. Giuseppina Manzo**

The lists and related documentation required under current legislation will be made available to the public by 14 March 2019 at Italgas’ registered office in Milan, Via Carlo Bo, 11, on the Company’s website (www.italgas.it, “Governance” “Corporate Governance System” – “2019 Shareholders’ Meeting” section), on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it) and on the authorised storage mechanism “eMarket STORAGE” at the address www.emarketstorage.com.

(*) Candidate satisfying the independence criteria set out in the Italian Consolidated Law on Financial Intermediation (“TUF”) and in the Corporate Governance Code approved by the Corporate Governance Committee.

(**) Candidate listed in the Register of Statutory Auditors with a minimum of three years’ experience on financial audits.

[1] Arca Fondi S.G.R. S.p.A. fund manager of Arca Azioni Italia; Etica SGR S.p.A. fund manager of: Etica Rendita Bilanciata, Etica Bilanciato, Etica Azionario e Etica Obbligazionario Misto; Epsilon SGR S.p.A. fund manager of: Epsilon Flessibile Azioni Euro Novembre 2020, Epsilon Flessibile Azioni Euro Giugno 2021, Epsilon Flessibile Azioni Euro Febbraio 2021, Epsilon Flessibile Azioni Euro Aprile 2021 e Epsilon Flessibile Azioni Euro Settembre 2020; Eurizon Capital SGR S.p.A. fund manager of: Eurizon Global Multiasset Selection Settembre 2022; Eurizon Progetto Italia 70, Eurizon Azioni Italia, Eurizon PIR Italia Azioni e Eurizon Progetto Italia 40; Eurizon Capital SA – EuF – Equity Italy e EuF – Equity Italy Smart Volatility; Fideuram Asset Management (Ireland) – Fonditalia Equity Italy; Fideuram Investimenti SGR S.p.A. fund manager of: Fideuram Italia e PIR Piano Azioni Italia; Interfund Sicav – Interfund Equity Italy; Generali Investments Luxembourg S.A. – GSMART PIR Evoluz Italia e GSMART PIR Valore Italia; Legal&General Assurance (Pensions Management) Limited; Mediolanum Gestione Fondi SGR S.p.A. fund manager of Mediolanum Flessibile Futuro Italia and Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity.

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.

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”.

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.

Milan, 5 November 2018 – Italgas’ Board of Directors, chaired by Lorenzo Bini Smaghi, met today and approved the renewal of the EMTN Programme launched in 2016 and renewed in 2017 for a maximum total amount confirmed at 3,500 million euro.

The Board of Directors has also approved the issue, by 4 November 2019, of one or more bonds to be placed with institutional investors. The total amount of the bonds issued may not in any case exceed the abovementioned maximum amount. The newly bonds issued may be listed on one or more regulated markets.

As of today, 2,900 million euro of bonds have been issued under the EMTN Programme.

The EMTN Programme is an effective tool for Italgas to continue to access debt capital markets and secure funding at competitive costs in order to support the Company’s growth.

Milan, 5 November 2018 – Italgas’s Board of Directors met today under the chairmanship of Lorenzo Bini Smaghi and approved the consolidated results for the first nine months and the third quarter of 2018[1].

Key figures

Consolidated economic and financial highlights:

• Total revenue: €880.7 million (+5.5%)
• EBITDA: €629.2 milion (+8.9%)
• EBIT: €333.9 million (+8.9%)
• Net profit: €226.4 million (+6.1%)
• Technical investments: €349.1 million
• Net cash flow from operating activities: €590 million
• Net financial debt^[2]: €3,734.2 million

Operating highlights including unconsolidated investee companies:

• Gas concessions: no. 1,709
• Number of active meters: 7.5 million
• Gas distribution network: 67.9 thousand Km

Italgas’s economic and financial results for the first nine months of 2018 confirm the positive performance achieved in the first six months and the improvement compared to the 2017 results.

The growth of the business is in line with the target set in the 2018-2024 Business Plan. Investment programs continue, including the initiatives related to the digitisation of the network, as well as the M&A transactions with the goal of a further consolidation of the Company market position.

A significant portion of investments concerned the plan to install smart meters replacing the traditional ones. In the first nine months of 2018, also considering the non-consolidated affiliates, 1.386 milion were installed, 1.258 milion of which replaced traditional meters, bringing the total to 4.283 milion, equal to 53.2% of the entire meter fleet^[3]. The target is to complete the substitution plan by early 2020. The installation of smart meters is part of the overall project to digitize the network, for which approximately 50 pilot projects have been launched throughout the country during 2018.

With over 67 thousand kilometres of managed network and 7.5 million redelivery points served in 1,709 concessions, Italgas confirms its position as leader in the sector in Italy, with a market share of over 34%[4], and of third largest operator in Europe in terms of number of managed delivery points.

The requirements related to the net investments of the first nine months of 2018 were fully covered by the positive net cash flow from operating activities, equal to €590 milion, with a Free Cash Flow – before M&A activities – equal to €250.4 milion.

The net financial position as at 30 september 2018 was €3,734.2 milion, substantially in line with the position at 31 december 2017 (€3,720.3 milion).

As regards to the economic results, operating profit for the first nine months of 2018 amounted to €333.9 milion (+8.9% compared to 30 september 2017) and net profit was €226.4 milion (+6.1% compared to the same period of the previous year).

Following the downgrade announced on 23 October 2018 by Moody’s Investor Services of the rating for Italian sovereign bonds to Baa3, stable outlook, from Baa2, a corresponding action was taken by the agency on the long-term rating of the Company, reduced to Baa2, stable outlook, from the previous Baa1 rating, in consideration of the relationship with the government credit rating.

Paolo Gallo, CEO of Italgas, commented:

«At the end of the first nine months Italgas shows a significant growth in its main economic indicators: EBITDA and EBIT both increased by 8.9% and Net Profit by 6.1%.

The strong cash flow generation enabled the financing of investment programmes, the corporate acquisition plan and the dividend distribution, maintaining the financial debt substantially in line with the values as at  31 december 2017.

These results allow us to confirm the targets set for 2018 in the Industrial Plan thanks to our continuous focus on operational efficiency and our commitment to carry out the planned investments, investments that have already produced a significant development of the networks and of the number of managed customers.

The digitization of the network and of the processes progresses as planned, the completion of the transition to the cloud will be completed in the coming days and our Digital Factory will be ready to go in November.

Over these nine months, we have started important organizational, technological and cultural transformations that will produce significant improvements in terms of infrastructure management, efficiency and above all quality of service».

[1] Unaudited

[2] Excluding the debts for operating leases in accordance with IFRS 16. In fact, on 13 January 2016 IASB issued IFRS 16 – Leases accounting standard, already adopted by Italgas Group on 1 January 2018. The adoption of the principle determined the writing into financial liabilities of debt for leases of €43.1 million.

[3] Excluding non-consolidated affiliates, in the nine months of 2018 Italgas installed approximately 1.2 thousand new meters, 1.069 thousand of which replaced traditional meters, bringing the current total of meters installed to approximately 3.793 million, equal to approximately 52.7% of all meters.

[4] Operating data also including non-consolidated affiliates.

Milan, October 23, 2018 – Italgas announces that, following the downgrade announced by Moody’s Investor Services of the Government of Italy’s bond rating to Baa3 with stable outlook from Baa2, a corresponding action has also been taken on the Company’s long-term rating, downgraded to Baa2 with stable outlook from Baa1, in consideration of the connection attributed with respect to the sovereign credit rating.

The rating agency highlights Italgas’s strategic position, the leadership in the gas distribution sector in Italy and its fully regulated revenues, together with a solid liquidity position and a limited exposure to the volatility risk in the financial markets, that allow the Company’s ratings to be positioned one notch above the rating of the sovereign.