Comunicati: Press release price sensitive

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.

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.

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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.

Milan, 27 January 2022 – The Board of Directors of Italgas S.p.A., which met today, resolved, as proposed by the Appointments and Compensation Committee and with a resolution approved by the Board of Statutory Auditors, to co-opt, pursuant to Article 2386, subsection 1, of the Italian Civil Code, and Article 13.7 of the Company Bylaws of Italgas, Mr Qinjing Shen as a non-executive and non-independent director of the Company.

The appointment was made after Mr Yunpeng He, a non-executive and non-independent director and member of the Company’s Sustainability Committee, handed in his resignation on 11 January 2022. For further information on his resignation see the press release published on the same date on the Company’s website www.italgas.it in the section https://www.italgas.it/media/.

Having acknowledged the statements made and the documentation presented by the new Director, during the same meeting the Board of Directors ascertained that Mr Qinjing Shen meets the requirements prescribed by the applicable law and by the Company Bylaws to accept the office and verified compliance with the limit on accumulation of offices based on the guidelines the Company has adopted.

Lastly, the Board of Directors appointed the newly appointed Director as a member of the Sustainability Committee to replace the outgoing Mr Yunpeng He.

The co-opted Director will remain in office until the next Shareholders’ Meeting in accordance with the law and Italgas’ Company Bylaws. The full text of the curriculum vitae of Mr Qinjing Shen is available at the registered offices and on the website of the Company www.italgas.it in the section Board of Directors.

The Company specifies that, to the best of its knowledge, as of today Mr Qinjing Shen does not hold shares in Italgas S.p.A.