Internal dealing and market abuse

In the context of the procedures relating to the Market Abuse Regulations the procedure for the fulfilment of internal dealing obligations governs disclosure obligations relating to transactions on Italgas’ financial instruments carried out by Relevant Persons in order to ensure greater transparency towards the market and adequate preventive measures against market abuse and, in particular, against insider trading.

In the context of the procedures relating to the Market Abuse Regulations (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of the European Union of 16 April 2014 on market abuse – Market Abuse Regulation), the procedure for the fulfilment of internal dealing obligations governs disclosure obligations relating to transactions on Italgas’ financial instruments carried out by Relevant Persons (hereinafter, also the “Procedure”), in order to ensure greater transparency towards the market and adequate preventive measures against market abuse and, in particular, against insider trading.

The regulations in fact required Relevant Persons, as identified by the Procedure itself, to promptly notify the market and Consob of any transaction on the Company’s financial instruments considered relevant under Consob regulations and the Procedure.

Relevant persons

Relevant Persons shall mean Relevant Parties together with Persons Closely Associated with Relevant Parties.
For the purposes of the procedure, the following are considered as Relevant Parties: (i) MAR Relevant Parties and (ii) Relevant Shareholders.

MAR Relevant Parties shall mean:

The members of the Board of Directors and standing auditors

The senior executives who have regular access to inside information and have the power to make management decisions that can affect the evolution and future prospects of the company, as identified by the Board of Directors. In particular, this definition includes the Chief Financial Officer, Mr Gianfranco Amoroso, the President and CEO of Bludigit S.p.A., Mr Marco Barra Caracciolo di Basciano, the Chief Executive Officer of Toscana Energia S.p.A., Mr Bruno Burigana, the Chief Executive Officer of Italgas Reti S.p.A., Mr Pier Lorenzo Dell’Orco, the Chief Human Resources & Organisation Officer, Mr Peter Durante, the Chief of External Relations & Sustainability, Ms Chiara Ganz, the Chief of Institutional and Regulatory Affairs, Mr Nunzio Ferrulli, the Chief of Procurement & Material Management, Ms Raffaella Marcuccio, the Chief Security Officer, Mr Alessandro Menna, the General Counsel, Ms Germana Mentil and the Chief Corporate Strategy Officer, Mr Lorenzo Romeo.

Relevant Shareholders are those who hold a stakean equity investment, calculated pursuant to Article 118 of the Issuers’ Regulation, amounting to at least 10% of the company’s share capital, represented by voting shares, as well as any other subject that controls the company.

The following are considered as Persons Closely Associated with Relevant Parties: (i) persons closely associated with MAR Relevant Parties and (ii) persons closely associated with Relevant Shareholders.

Persons Closely Associated with MAR Relevant Parties shall mean persons who come under the following categories:

The spouse or partner considered to be equivalent to a spouse, dependent children and, if they have shared the same household for at least one year from the date of the relevant transaction, the relatives of the relevant parties (collectively, the ‘relevant family members’).

Legal persons, trusts or partnerships, the managerial responsibilities of which are discharged by a relevant party or one of the relevant family members, alone or jointly.

Legal persons, trusts or partnerships, when the management responsibilities are held by a “relevant party” or one of the relevant family members, or directly or indirectly controlled by one of said subjects;

Legal persons, trusts or partnerships the economic interests of which are substantially equivalent to those of a Relevant Party or one of the Relevant Family Members.

Legal persons, trusts or partnerships set up for the benefit of a relevant party or of one of the relevant family members.

 The following are considered as Persons Closely Associated with the Relevant Shareholders:

a) The spouse, unless legally separated, dependent children, including those of the spouse, and, if they have shared the same household for at least one year, the parents, relatives and in-lawsfamily members of the relevant shareholders.

b) Legal persons, trusts or partnerships, the managerial responsibilities of which are discharged by a relevant shareholder or one of the persons indicated under letter (a), alone or jointly.

c) Legal persons, controlled directly or indirectly by a relevant shareholder or by one of the persons indicated under letter (a).

d) Partnerships whose economic interests are essentially equivalent to those of a relevant shareholder or one of the persons indicated under letter (a).

e) Trusts established to benefit a relevant shareholder or one of the persons indicated under letter (a).

For more information on the types of relevant transactions, see the specific paragraphs of the Procedure.
The list of internal dealing disclosures made since 2016 is set out below.

Relevant Transactions

 Relevant person

 Position

 Date of transaction

Transaction No. of shares
 Paolo Gallo  Chief Executive Officer 12/03/2024 E 124,697
 Gianfranco Amoroso  Chief Financial Officer 13/03/2024 F 8,544
 Chiara Ganz  Head of External Relations and Communications 13/03/2024 F 7,516
 Raffaella Marcuccio  Head of Procurement & Material Management 13/03/2024 F 8,653
 Lorenzo Romeo  Chief Corporate Strategy Officer 13/03/2024 F 2,998
 Gianfranco Amoroso  Chief Financial Officer 12/03/2024 E 19,968
 Pietro Durante  Chief Human Resources and Organization Officer 12/03/2024 E 25,813
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs 12/03/2024 E 17,096
 Lorenzo Romeo  Chief Corporate Strategy Officer 12/03/2024 E 7,005
 Marco Barra Caracciolo  Chairman and Chief Executive Officer Bludigit S.p.A. 12/03/2024 E 18,793
 Raffaella Marcuccio  Head of Procurement & Material Management 12/03/2024 E 20,223
 Chiara Ganz  Head of External Relations and Communications 12/03/2024 E 17,565
 Alessandro Menna  Chief Security Officer 12/03/2024 E 10,836
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs 12/01/2024 D 5,339
 K Street – Advisor &  Investment S.r.l.  Person Closely Associated with MAR Relevant Party Nunziangelo Ferrulli, Head of Institutional Relations and Regulatory Affairs 04/12/2023 A 6,862
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs 04/12/2023 D 6,862
 Gianfranco Amoroso  Chief Financial Officer 14/09/2023 D 10,000
 Marco Barra Caracciolo  Chairman and Chief Executive Officer Bludigit S.p.A. 31/05/2023 D 13,110
 Marco Barra Caracciolo  Chairman and Chief Executive Officer Bludigit S.p.A. 10/03/2023 C 11,846
 Raffaella Marcuccio  Head of Procurement & Material Management 10/03/2023 C 9,507
 Chiara Ganz  Head of External Relations and Communications 10/03/2023 C 8,838
 Paolo Gallo  Chief Executive Officer 09/03/2023 B 160,613
 Pietro Durante  Chief Human Resources and Organisation Officer 09/03/2023 B 25,226
 Marco Barra Caracciolo  Chairman and Chief Executive Officer Bludigit S.p.A. 09/03/2023 B 24,956
 Gianfranco Amoroso  Chief Financial Officer 09/03/2023 B 22,489
 Raffaella Marcuccio  Head of Procurement & Material Management 09/03/2023 B 20,457
 Chiara Ganz  Head of External Relations and Communications 09/03/2023 B 18,620
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs  09/03/2023 B 17,701
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs  14/12/2022 D 38,930
 Marco Barra Caracciolo  Chairman and Chief Executive Officer Bludigit S.p.A.  10/05/2022 D 1,000
 Marco Barra Caracciolo  Chairman and Chief Executive Officer Bludigit S.p.A.  09/05/2022 D 3,000
 Alessio Minutoli  Manager of Legal and Corporate Affairs and Compliance  11/03/2022 D 20,609
 Gianfranco Amoroso  Chief Financial Officer  10/03/2022 C 10,229
 Raffaella Marcuccio  Head of Procurement & Material Management  10/03/2022 C 9,113
 Chiara Ganz  Head of External Relations and Communications  10/03/2022 C 7,817
 Paolo Gallo  Chief Executive Officer  09/03/2022 B 147,430
 Gianfranco Amoroso  Chief Financial Officer  09/03/2022 B 23,009
 Alessio Minutoli  Manager of Legal and Corporate Affairs and Compliance  09/03/2022 B 20,609
 Raffaella Marcuccio  Head of Procurement & Material Management  09/03/2022 B 20,498
 Chiara Ganz  Head of External Relations and Communications  09/03/2022 B 17,583
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs  09/03/2022 B 13,849
 Alessio Minutoli  Manager of Legal and Corporate Affairs and Compliance  09/04/2021 D 5,000
 Alessio Minutoli  Manager of Legal and Corporate Affairs and Compliance 25/03/2021

D

5,000

 Alessio Minutoli  Manager of Legal and Corporate Affairs and Compliance 18/03/2021

D

11,045

 Antonio Paccioretti  General Manager of Finance and Services 11/03/2021 C 35,308
 Raffaella Marcuccio  Head of Procurement & Material Management 11/03/2021 C 10,673
 Chiara Ganz  Head of External Relations and Communications 11/03/2021 C 8,287
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs 11/03/2021 C 7,599
 Paolo Gallo  Chief Executive Officer 10/03/2021 B 191,432
 Alessio Minutoli  Head of Legal, Corporate Affairs and Compliance 10/03/2021 B 21,045
 Antonio Paccioretti  General Manager of Finance and Services 10/03/2021 B 81,599
 Raffaella Marcuccio  Head of Procurement & Material Management 10/03/2021 B 24,666
 Chiara Ganz  Head of External Relations and Communications 10/03/2021 B 19,152
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs 10/03/2021 B 17,560
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs 18/10/2018 A 3,000
 Nunziangelo Ferrulli  Head of Institutional Relations and Regulatory Affairs 30/05/2018  A 1,120
 Antonio Paccioretti  General Manager of Finance and Services 11/11/2016 A 10,000
 Paolo Gallo  Chief Executive Officer 10/11/2016 A 10,000
 Antonio Paccioretti  General Manager of Finance and Services 10/11/2016 A 10,000

A= Purchase

B= Other – Free allocation of Italgas S.p.A. ordinary shares following the accrual of rights assigned pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018.

C= Sale of Italgas S.p.A. ordinary shares allocated free of charge pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018, to cover tax charges (“sell to cover”) related to this allocation in accordance with the Plan.

D= Sale of ordinary shares in Italgas S.p.A.

E= Other – Free allocation of Italgas S.p.A. ordinary shares following the accrual of rights assigned pursuant to the “2021-2023 Co-Investment Plan” approved by the Shareholders’ Meeting of 20 April 2021.

F= Sale of Italgas S.p.A. ordinary shares allocated free of charge pursuant to the “2021-2023 Co-Investment Plan” approved by the Shareholders’ Meeting of 20 April 2021, to cover tax charges (“sell to cover”) related to this allocation in accordance with the Plan.

Shareholdings of directors, statutory auditors and executives with strategic responsibilities

Subject

Shares
purchased in 2020
Shares sold in 2020

Shares as at 31 December 2020

Shares
purchased in 2021

Shares sold in 2021

Shares as at 31 December 2021

Shares
purchased in 2022

Shares sold in 2022

Shares as at 31 December 2022

Paolo Gallo

Chief Executive Officer

0 0 14,000 191,432 0 205,432 147.430 (**) 0 350.862
Executives with strategic responsibilities 1,000 0 45,787 164,022 (*) 82,912 (*) 72,462 95.548 (**) 90.698 (**) 77.312

(*) Free assignment of Italgas S.p.A. ordinary shares following the accrual of rights allocated pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018. For theExecutives with strategic responsibilities  61.867 shares were sold as ordinary shares to cover the tax charges (“sell to cover”) associated with the assignment in accordance with the Plan; while 21.045 shares were sold as ordinary Italgas shares.

(**) Free assignment of Italgas S.p.A. ordinary shares following the accrual of rights allocated pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018. For the Executives with strategic responsibilitie 27,159 shares were sold as ordinary shares to cover the tax charges (“sell to cover”) associated with this assignment in accordance with the Plan; while 63,539 shares were sold as ordinary Italgas shares.

Subject

Shares as at 31 December 2016

Shares purchased in 2017

Shares sold in 2017

Shares as at 31 December 2017

Shares purchased in 2018

Shares sold in 2018

Shares as at 31 December 2018

Shares purchased in 2019

Shares sold in 2019

Shares as at 31 December 2019
Paolo Gallo1

Chief Executive Officer

14,000 0 0 14,000 0  0 14,000 0 0 14,000
Executives with strategic responsibilities 27,510 778 0 28,288 16,499  0  44,787 0 0 44,787

1 of which 12,000 in person and 2,000 by the spouse

Shareholdings held by Directors and Statutory Auditors

(Situation at 31 December 2022)

Name and surname

Office

Investee company

Number of
shares owned
as at 31
December 2021

Number of
shares
purchased in
2022

Number of
shares sold in
2022

Number of
shares owned
as at 31
December 2022

Paolo Gallo Chief Executive Officer Italgas 205,432 147,430 (*) 0 350,862
Benedetta Navarra Chairman of the Board of Directors Italgas 0 0 0 0
Claudio De Marco Director Italgas 0 0 0 0
Gianmarco Montanari Director Italgas 0 200 0 200
Qinjing Shen Director Italgas 0 0 0 0
Fabiola Mascardi Director Italgas 0 0 0 0
Manuela Sabbatini Director Italgas 0 0 0 0
Lorenzo Parola Director Italgas 0 0 0 0
Maria Sferruzza Director Italgas 0 0 0 0
Giulia Pusterla Chairman of the Board of Statutory Auditors Italgas 0 0 0 0
Paola Maria Maiorana Standing Auditor Italgas 0 0 0 0
Maurizio Di Marcotullio Standing Auditor Italgas 0 0 0 0

(*) Free assignment of Italgas S.p.A. ordinary shares following the accrual of rights allocated pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018.

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