Internal dealing and market abuse

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 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 Head of Human Resources & Organisation, Mr Peter Durante, the Head of External Relations and Communication, Ms Chiara Ganz, the Head of Institutional Relations and Regulatory Affairs, Mr Nunziangelo Ferrulli, the Head of Procurement and Material Management, Ms Raffaella Marcuccio, the Head of Legal, Corporate Affairs and Compliance, Mr Alessio Minutoli and the Head of Corporate Strategy, 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

TransactionNo. of shares
 Alessio Minutoli Manager of Legal and Corporate Affairs and Compliance 09/04/2021 D5.000
 Alessio Minutoli Manager of Legal and Corporate Affairs and Compliance25/03/2021

D

5.000

 Alessio Minutoli Manager of Legal and Corporate Affairs and Compliance18/03/2021

D

11.045

 Antonio Paccioretti General Manager of Finance and Services11/03/2021C35.308
 Raffaella Marcuccio Head of Procurement & Material Management11/03/2021C10.673
 Chiara Ganz Head of External Relations and Communications11/03/2021C8.287
 Nunziangelo Ferrulli Head of Institutional Relations and Regulatory Affairs11/03/2021C7.599
 Paolo Gallo Chief Executive Officer10/03/2021B191.432
 Alessio Minutoli Head of Legal, Corporate Affairs and Compliance10/03/2021B21.045
 Antonio Paccioretti General Manager of Finance and Services10/03/2021B81.599
 Raffaella Marcuccio Head of Procurement & Material Management10/03/2021B24.666
 Chiara Ganz Head of External Relations and Communications10/03/2021B19.152
 Nunziangelo Ferrulli Head of Institutional Relations and Regulatory Affairs10/03/2021B17.560
 Nunziangelo Ferrulli Head of Institutional Relations and Regulatory Affairs18/10/2018A3.000
 Nunziangelo Ferrulli Head of Institutional Relations and Regulatory Affairs30/05/2018 A1.120
 Antonio Paccioretti General Manager of Finance and Services11/11/2016A10.000
 Paolo Gallo Chief Executive Officer10/11/2016A10.000
 Antonio Paccioretti General Manager of Finance and Services10/11/2016A10.000

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.

Shareholdings of directors, statutory auditors and executives with strategic responsibilities

Subject

Shares purchased in 2020Shares sold in 2020

Shares as at 31 December 2020

Paolo Gallo

Chief Executive Officer

0014.000
Executives with strategic responsibilities1000045.787

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

14.0000014.0000 014.0000014.000
Executives with strategic responsibilities27.510778028.28816.499 0 44.7870044.787

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

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