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• 2025 financial statements approved
• Dividend of €0.432 per share (+13.3% compared to the previous year¹
• Favorable resolutions on the 2026 Remuneration Policy Report and on the 2025 Compensation Paid
• Approval of the 2026–2028 Long-Term Incentive Plan, the 2026–2028 Co-investment Plan and the free share capital increase serving the latter

 

 

Turin, April 21 2026 – The Ordinary and Extraordinary Shareholders’ Meeting of Italgas was held today in Turin under the chairmanship of Paolo Ciocca, with 76,74% of the share capital represented.

 

Paolo Ciocca, Chairman of Italgas, commented:

“The Group’s outstanding performance in 2025 reflects a robust growth model, strengthened by the significant contribution of the integration of 2i Rete Gas. The results show an improvement across all the main economic and financial indicators and enabled us to propose the payment of a dividend equal to €0.432 per share, up 13.3%¹ compared to last year. A concrete sign of attention to shareholders’ remuneration and confidence in the Group’s growth prospects”.

 

Paolo Gallo, CEO of Italgas, commented:

“In 2025, we successfully launched a new phase of growth for Italgas. A path that will lead us to consolidate our  European leadership in the sector, opening up  even  stronger prospects  for the future.

We continue to invest in the development and digitalization of infrastructure, leveraging innovation and artificial intelligence as strategic drivers to achieve our business and sustainability objectives. This is even more important in a constantly evolving international scenario in which the gas network is a key factor in energy security as well as an enabler of the transition.

The Group’s growth is also reflected in the creation of value for investors and shareholders, as demonstrated by the proposed dividend increase. A virtuous path which also includes the excellent result of the first cycle of the Employee Share Ownership Plan, which demonstrates the active participation of our people in the Company’s growth.

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The Shareholders’ Meeting:

• reviewed the consolidated financial statements of the Italgas Group as of 31 December 2025, which closed with a net profit attributable to the Group of €672.3 million (€478.8 million in 2024) and an adjusted net profit attributable to the Group of €674.5 million (€506.6 million in 2024);

 

• approved the financial statements of Italgas S.p.A. as of 31 December 2025, which closed with a net profit of €356.1 million (€422.4 million in 2024);

 

• resolved to allocate €17.8 million to the legal reserve and to distribute to shareholders a dividend per share of €0.432 (+13.3% compared to the previous financial year²), using the remaining portion of the profit for the year, equal to €338.3 million, as well as the “Retained earnings” reserve for €100.8 million. The dividend will be payable from 20 May 2026, with the ex-dividend date set for 18 May 2026 and the record date on 19 May 2026.

 

 

Performance reporting and the factors determining and influencing the Company’s ability to create long-term value in social, environmental, and economic-financial areas (including the consolidated sustainability reporting pursuant to Legislative Decree No. 125/2024) are illustrated in the ‘2025 Integrated Annual Report’.

 

As for the Report on the 2026 Remuneration Policy and on the 2025 Compensation Paid, the Shareholders’ Meeting approved, with a binding vote pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree No. 58 of February 24, 1998 (“CLF”), Section I containing the “2026 Remuneration Policy”, and, pursuant to paragraph 6 of the same article, expressed a favourable opinion with a non-binding advisory vote on Section II concerning the compensation paid in 2025.

The Shareholders’ Meeting also approved the 2026–2028 Long-Term Incentive Plan, under the terms and conditions described in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with legal requirements, to which reference should be made for further information. This is an instrument aimed at promoting a further alignment of management with the interests of Shareholders and the sustainability of long-term value creation.

 

The 2026–2028 Co-investment Plan was also approved, under the terms and conditions described in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with legal requirements, to which reference should be made for further information. In particular, the Plan is aimed at ensuring the alignment between the business results achieved, long-term value creation for shareholders and management remuneration, while also promoting the sustainable success of the Company and the Group.

 

Lastly, in the extraordinary session, the Shareholders’ Meeting approved the proposal, serving the 2026–2028 Co-investment Plan, for a free share capital increase, in one or more tranches, for a maximum nominal amount of €6,200,000, through the issuance of up to 5,000,000 new ordinary shares to be allocated, pursuant to Article 2349 of the Italian Civil Code, for a corresponding maximum amount drawn from the retained earnings reserve, exclusively to the beneficiaries of the Plan, i.e. employees of the Company and/or Group companies.

 

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

 

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¹ The dividend for the 2024 financial year, paid in May 2025, was adjusted to take into account the so-called “bonus element” of the rights issue, applying the K coefficient communicated by Borsa Italiana on 30 May 2025. The percentage change between the dividend for the 2025 financial year, to be paid in May 2026, and the dividend for the previous year (€0.406 per share), excluding the adjustment, is 6.4%.

² The dividend for the 2024 financial year, paid in May 2025, was adjusted to take into account the so-called “bonus element” of the rights issue, applying the K coefficient communicated by Borsa Italiana on 30 May 2025. The percentage change between the dividend for the 2025 financial year, to be paid in May 2026, and the dividend for the previous year (€0.406 per share), excluding the adjustment, is 6.4%.

THE BOARD OF DIRECTORS HAS CONVENED THE SHAREHOLDERS’ MEETING FOR 21 APRIL 2026

Milan, 4 March 2026 – Italgas’ Board of Directors, chaired by Paolo Ciocca, met on 3 March and approved the consolidated results as at 31 December 2025 and resolved to propose to the Shareholders’ Meeting, called to meet on 21 April 2026, the distribution of a dividend of 0.432 euro per share (+13.3% compared to 2024¹). The data below and their comparison with 2024 take into account the significant change in scope compared to the same period in 2024, with the consolidation of 2i Rete Gas starting from 1 April 2025.

Highlights²

• Total revenues and other income: 2,535.4 million euros (+45.7%)
• Total revenues and other income adjusted: 2,484.2 million euro (+39.7%)
• Adjusted EBITDA: 1,883.4 million euro (+39.4%)
• Synergies and efficiency gains for 35 million euro³, 14% of the 2031 target
• Adjusted EBIT: 1,205.9 million euro (+46.9%)
• Adjusted net profit attributable to the Group: 674.5 million euro (+33.1%)
• Technical investments: 1,203.6 million euro
• RAB: 15.7 billion euro
• Cash flow from operating activities: 1,625.1 million euro
• Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12): 10,733.8 million euro
• Net financial debt: 10,867.8 million euros
• Market-based Scope 1 and 2 emissions: 114.7 10³ tCO₂eq, -3.8% – Gas distribution, “like-for-like”⁴;
• Net energy consumption: 355.0 TJ, -6.0% – Gas distribution, “like for like”⁵;
• Gas Leakage Rate⁶: 0.051%, compared to 0.069% – gas distribution, like-for-like, Italy.

2025 will be remembered as a milestone year in the 100-year history of Italgas, which, thanks to the acquisition of 2i Rete Gas, has become the leading gas distribution operator in Europe. During the year, Italgas launched and successfully completed a 1.02 billion euro capital increase in support of the acquisition transaction, through the issuance of 202,938,478 new shares, and completed the merger of 2i Rete Gas into Italgas Reti, in just 90 days from the closing of the acquisition.

Italgas’ financial and operational indicators recorded double-digit growth – with increases of more than 30-40% – also made possible by the constant focus on operational efficiency.

In 2025, the Group recorded adjusted EBITDA of 1,883.4 million euros, a 39.4% increase on 2024, and adjusted EBIT of 1,205.9 million euros, a 46.9% increase on 2024. These results exceeded the guidance announced – and already revised upward – last October. Despite the dilutive effect of the capital increase, this growth was reflected in a DPS that grew by 13.3% (compared to 2024⁷) and is above the floor.

The cash flow from operating activities of 1,625.1 million euro, an increase of 526.4 million euro compared with the corresponding period of 2024, has made it possible to entirely finance net investment requirements and fully cover all dividends paid. The evolution of debt over the period mainly reflects the financial outlay for the acquisition of 2i Rete Gas, net of the contribution from the rights issue, and the consolidation of the related net financial debt.

In 2025, technical investments totalled 1,203.6 million euros, enabling the construction of approximately 960 kilometres of new gas distribution networks in Italy and Greece, and the launch of the digital upgrade of the networks acquired through the 2i Rete Gas operation, to bring them in line with the Group’s standards.

In the water sector, activity focused on the development of digital technologies, adapting them from the gas sector, with the objective of increasing operational efficiency and reducing network losses. Of particular importance was the activity carried out by Siciliacque, which implemented major rehabilitation works on the transport network and built three new desalination plants in Gela, Porto Empedocle and Trapani to address the Sicilian region’s significant water shortage and to increase the availability of drinking water.

In the energy efficiency sector, the 2025 results are up thanks to an increasingly more advanced business model designed to offer innovative products and services to industrial customers, large residential complexes and public administration.

 

Paolo Gallo, CEO of Italgas, commented:

“The 2025 results portray a year that marks a historic step forward for the Italgas Group. The uninterrupted growth since its return to the stock exchange in 2016 has accelerated further, thanks to the integration of 2i Rete Gas and the initial synergies already created thanks to the ongoing attention to operational efficiency.

The economic and financial indicators show double-digit growth: adjusted EBITDA increased by 39.4%, rising to 1,883.4 million euros, and Group adjusted net profit totalled 674.5 million euros, up 33.1% compared to 2024.

With 1.2 billion euros invested, Italgas has created a strong drive for development and upgrades to the network serving approximately 13 million customers. We built about 1,000 kilometres of new pipelines and started the digital upgrade of the networks and plants acquired with 2i Rete Gas to bring the technology levels up to Group standards.

Innovation and digital technologies continue to represent the main drivers that are turning our vision of the energy of the future into reality. An evolved model of smart grids equipped with AI-based solutions that will improve service quality and efficiency while reducing operating costs and enhancing the resilience, security and competitiveness of the national energy system”.

 

Paolo Ciocca, Chairperson of Italgas, commented:  

2025 was an extraordinary year for Italgas. The Group has established itself as the European champion of gas distribution in support of climate targets and has consolidated its role as an international technological benchmark. This evolution was clearly reflected in the economic and financial performance, the achievement of sustainability targets and the focus on value creation for stakeholders.

The solid results will allow us to propose to the Shareholders’ Meeting the distribution of a dividend of 0.432 per share, up 13.3% compared to the previous year. An important signal for the satisfaction of our shareholders and investors”.

 

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¹2024 dividend was adjusted to take into account the bonus element of the right issue, applying the K coefficient announced by Borsa Italiana on 30 May 2025. The percentage change between the dividend 2025 and the dividend 2024 (0.406 euro per share), excluding the adjustment, is equal to 6.4%.

²The economic and consolidated financial highlight and the operating highlight reflect the consolidation 2i Rete Gas Group from 1^st  April 2025.

³Synergies and efficiency gains are calculated by taking into account the 2023 baseline and on a like-for-like basis, thus including the 2i Rete Gas Group for 12 months.

⁴Same scope as 2024. Also considering the contributions of the water service business and the former scope of 2i Rete Gas (151.1 10³ tCO₂eq), total Group emissions in 2025 were 265.8 10³ tCO₂eq.

⁵This refers to total energy consumption, from which any self-produced and self-consumed electricity consumption is subtracted. Same scope as 2024. Also considering the contributions of the water service business and the former scope of 2i Rete Gas and the consumption of self-generated renewable energy for the rest of the Group (669.8 TJ), total Group consumption in 2025 was 1024.8 TJ.

⁶Calculated as the ratio between fugitive emissions of natural gas and volumes of gas distributed.

⁷2024 dividend was adjusted to take into account the bonus element of the right issue, applying the K coefficient announced by Borsa Italiana on 30 May 2025. The percentage change between the dividend 2025 and the dividend 2024 (0.406 euro per share), excluding the adjustment, is equal to 6.4%.

Milan, December 16 2025 – The rating agency Fitch affirmed today Italgas S.p.A.’s Long-term Issuer rating at ‘BBB+’, Stable Outlook.

 

The rating affirmation follows the presentation of the 2025–2031 Strategic Plan and reflects Italgas’ position as leading player in the gas distribution sector in Europe, its high-quality operational efficiency, its financial strength and flexibility as well as the stability of the Italian regulatory framework.

 

The Stable Outlook reflects Fitch’s expectation on Italgas deleveraging over the plan horizon, supported by a funds from operations (FFO) net leverage better positioned relative to the thresholds associated with the current rating.