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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.

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.

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

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.

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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.