Shareholders’ meeting

When can I know the dates of the Italgas Shareholders’ Meetings?

 

 

The financial calendar, which must be published pursuant to the current Regulation of Markets organised and managed by Borsa Italiana S.p.A. by 30 January, contains the information on the dates that Shareholders’ Meeting are called. The calendar is also published on the company website.

 

 

What rights do shareholders have in the Shareholders’ Meetings?

 

The shareholders have the right to:

  • be informed in advance that a Shareholders’ Meeting has been called
  • be informed in advance of the topics on the agenda, and to add to them,
  • to present draft resolutions on matters that are already on the agenda,
  • to participate in the shareholders’ meeting and express their vote
  • to acquire further information.

 

Who are Shareholders’ Meetings called by, and what are the timescales involved?

 

The Board of Directors calls the shareholders’ meeting at least thirty days before the date the meeting is to be held, in a single call (forty days if the Shareholders’ Meeting is called to appoint the Board of Directors or the Board of Statutory Auditors).

 

Where is the shareholders’ meeting call notice published?

 

The notice is published on the Company website, on the Borsa Italiana website (www.borsaitaliana.it), through the “eMarket STORAGE” authorised storage mechanism managed by Spafid Connect S.p.A. (www.emarketstorage.com)  and, as an extract, in the following newspapers: Il Sole 24 Ore, and, in English, in the Financial Times.

 

Where are the Company Shareholders’ Meetings held?

 

The Shareholders’ Meetings are held in Italy, in the location indicated in the call notice.

 

What matters are resolved on by the Ordinary Shareholders’ Meetings?

 

Ordinary Shareholders’ Meetings are called to resolve on specific matters, such as, for example:

  • the approval of the annual financial statements,
  • the appointment and revocation of directors and statutory auditors, and the determination of their remuneration,
  • the allocation of the profits for the year and the distribution of the dividend, also to top up any advance payment that might have already been resolved by the Board;
  • the remuneration plans based on financial instruments for the members of the board of directors and employees,
  • liability proceedings against directors and statutory auditors;
  • the conferment and revocation of the appointment of an audit firm to act as external auditors of the company’s accounts;
  • the acquisition and sale of treasury shares.

Shareholders’ Meetings are held in a single call.

 

May Shareholders propose liability proceedings?

 

Yes. Liability proceedings against directors and statutory auditors may be proposed directly, at Ordinary Shareholders’ Meetings.

 

When must the Ordinary Shareholders’ Meeting for the approval of the financial statements be called?

 

The Ordinary Shareholders’ Meeting for the approval of the financial statements is called within 180 days of the closure of the financial year to which the statements refer, since the Company is required to prepare consolidated financial statements.

 

How can I get information on the topics on which the Shareholders’ Meeting is called on to resolve?

 

The Board of Directors is required to draw up and make available to the public, at the issuer’s registered office, on the Company website (www.italgas.it), on the Borsa Italiana website (www.borsaitaliana.it) and through the “eMarket STORAGE” authorised storage mechanism managed by Spafid Connect S.p.A. (www.emarketstorage.com) a report on each of the subjects on the agenda, which also contains the proposed resolution submitted to the meeting.
The Company must comply with this obligation within the period of time in which the call notice for the shareholders’ meeting is published, or such other period of time established by the applicable law.

Specifically, what are the reports that the Board of Directors is required to draw up and make available to the public?

 

The Board of Directors is required to draw up and make available to the public:

The Board of Directors is required to draw up and make available to the public: the Integrated Annual Report, including the report on operations, the draft financial statements as well as the consolidated financial statements (including the relative statement by the officer responsible for the preparation of the company’s financial reports), as well as the reports of the board of statutory auditors and the independent auditing firm.

There must be an interval of no more than twenty-one days between the above date and the date of the shareholders’ meeting. When the corporate bodies are to be appointed, the slates of candidates for the office of director and statutory auditor are filed at the registered offices of the issuer at least twenty-five days before the date of the shareholders’ meeting called on to resolve on the matter, and made available to the public at the registered offices and on the website at least twenty-one days before that date.

The procedures for the submission, filing and publication of slates of candidates for the office of director and statutory auditor are set out in the Bylaws and in the call notice.

 

Are the Shareholders allowed to ask the Company questions?

 

Those who have voting rights are entitled to put questions both during the Shareholders’ Meeting and before it is held, provided they pertain to the topics on the agenda.

The call notice contains the arrangements for submitting questions, and the period of time before the start of the shareholders’ meeting within which questions may be submitted.

What is the procedure for adding an item to the Agenda?

 

Those shareholders who, even jointly, represent at least one-fortieth of the share capital (2,5%) may send a request by certified e-mail to italgas.assemblea@pec.italgas.it, within ten days of publication of the call notice of the Shareholders’ Meeting, to supplement the items on the agenda, indicating in the request the additional matters they propose or presenting proposals for resolution on items already on the agenda, attaching a report on the requested matters to be dealt with or the reasons for further proposals for resolution presented on items already on the agenda.

The request must be produced together with a certification issued by the intermediary certifying the share ownership of the shareholders making the request, valid on the date the request was made.

Supplementation of the agenda or the submission of further proposed resolutions on items already on the agenda will be disclosed in the same ways as prescribed for publication of the call notice, at least 15 days prior to the date scheduled for the Shareholders’ Meeting.

Moreover, those entitled to vote still have the right to individually submit resolution proposals to the Shareholders’ Meeting pursuant to Article 126-bis, subsection 1, last sentence of the CLF.  Any such individual proposals for resolutions must be received by the Company at least fifteen days before the Shareholders’ Meeting, i.e., by 11 April 2022 by certified email to the address italgas.assemblea@pec.italgas.it. These proposals will be published by the Company on its website www.italgas.it (“Governance” – “Corporate Governance System” – “2022 Shareholders’ Meeting” section) within thirteen days prior to the Shareholders’ Meeting, that is by 13 April 2022, in order to allow shareholders to vote by proxy through the Appointed Representative on each resolution proposal published.

 

Are there any topics for which supplementation is not allowed?

 

Supplementation is not permitted for items on which the shareholders’ meeting resolves, in accordance with the law, on the proposal of the Directors or on the basis of a plan or report prepared by them that is different to those on the topics on the agenda.

 

How can shareholder’s participate in the Shareholders’ Meeting?

 

According to article 106, subsection 4 of Decree-Law no. 18 of 17 March 2020, converted with amendments by Law no. 27/2020, as extended by Decree-Law no. 228/2021 converted by Law no. 15/2022 participation in the Shareholders’ Meeting by those entitled to vote is permitted exclusively through the representative appointed by the Company, pursuant to Article 135-undecies of Legislative Decree no. 58/98, to whom a proxy must be conferred.

 

Can voting rights be exercised by correspondence, or electronic media?

 

The Italgas by-laws does not envisage the right to exercise the right to vote by correspondence, or by electronic media; therefore, in the light of the current health emergency,  attendance in the shareholders’ meeting is allowed only by the designated representative.

 

Who can a voting proxy be issued to?

 

Within the meaning of Article 106, subsection 4 of Italian Decree Law no. 18 of 17 March 2020, and subsequent amendments, those with voting rights may participate in the Shareholders’ Meeting solely through the appointed representative of the Company within the meaning of Article 135-undecies CLF, who must be granted a proxy under the terms and conditions indicated in the call notice; the same appointed representative may be granted proxies or subproxies within the meaning of Article 135-novies CLF, notwithstanding Article 135-undecies, subsection 4 CLF.

In general, are there any limitations on the issuing of voting proxies?

 

There are no limits to the number of proxies that the same person can receive. In any event, it should be recalled that:

  • a proxy may be conferred for single shareholders’ meetings only;
  • if the proxy is a general power of attorney, or is conferred by a company, association, foundation or other collective body or institution on one of its employees, it shall be effective until revoked;
  • if conferred on a company, association, foundation or other collective body or institution, said body may only confer a proxy on one of its employees;
  • proxies may not be conferred on directors, statutory auditors or employees of the Company or its subsidiaries, or on said subsidiaries.

 

Where may references to the methods for voting by proxy be found?

 

The call notice contains the reference to said methods for exercising voting rights, and to the arrangements for any notification of voting proxies, also by certified electronic mail.

 

How can I obtain attestation that I am entitled to participate in the Shareholders’ Meeting?

The person who holds the voting right must ask the intermediary with which their shares are deposited (bank, investment company) to issue a communication, formulated based on the evidence by the close of business on the seventh trading day before the date set for the Shareholders’ Meeting (record date).

Credit or debit entries made on accounts subsequent to the record date shall not be considered in terms of the entitlement to vote in the shareholders’ meeting; so those who are shown as possessing the shares only after that date shall have no right to participate and vote in the shareholders’ meeting.

Said communications must reach the issuer by the end of the third trading day before the date set for the shareholders’ meeting, and in any event before the start of the shareholders’ meeting in a single call.

Who is the Designated Representative, and who appoints them?

 

The designated representative is a natural or legal person on whom all shareholders may confer their proxies, at no charge, and they are appointed by the Issuer Company.

The call notice identifies the person designated by the Company for the conferment of voting proxies, the methods for shareholders to confer proxies, and the period of time within which this should be done, making it clear that the proxy shall have no effect on proposals upon which no voting instructions have been conferred.

What is the procedure for issuing a proxy to the Delegated Representative?

 

 

1) Obtain a Proxy Form in favour of the Designated Representative, which can be downloaded from thewww.italgas.it website (“Governance” – “Shareholders’ Meeting 2022” section) or requested by calling freephone number 800 123 794 or sending an email to the following address: rappresentanteitalgas@georgeson.com

2) Fill in the Proxy Form

3) Make a photocopy of your ID.

4) Send the Proxy form, by the end of the second trading day before the day set for the Shareholders’ Meeting, together with the confidential voting instructions to the Designated Representative and a copy of a valid identity document, through one of the following channels:

If the delegating party is a legal person, they must also attach proof of their own corporate powers (examination copy or similar).

The originals of the proxy form, together with the confidential voting instructions to the Designated Representative and a copy of the delegating party’s identification document, must be sent by post to Georgeson S.r.l., Via Emilia 88, 00187, Rome.

The representative shall retain the original of the proxy form and keep track of any voting instructions received for a period of one year from closure of the shareholders’ meetings concerned.

Please also note that, under the Italian Decree Law no. 18 of 17 March 2020, and subsequent amendments, the Appointed Representative may also be granted proxies or subproxies pursuant to Article 135-novies CLF, as an exception to art. 135-undecies, subsection 4, CLF, by signing the specific ordinary proxy form available in the specific section of the Company website www.italgas.it (“Governance” “Shareholders’ Meeting” – “2022 Shareholders’ Meeting” section), which it is recommended be sent, with the methods indicated therein, by and no later than 6.00 p.m. on 22 April 2022 (without prejudice to the fact that the Appointed Representative may accept proxies and/or sub-proxies and/or voting instructions even after this deadline, as long as prior to the start of the meeting).

 

 

Can a proxy be issued to more than one representative?

 

The proxy is granted to a single representative for each Shareholders’ Meeting, without prejudice to the option of the holder of the voting right to indicate a substitute.

The option to appoint a different representative for each account, used to record financial instrument transactions, is however permitted.

If the proxy envisages such option, the representative may have another person of his or her choice take his/her place.

With reference to the 2022 Shareholders’ Meeting, it should be noted that, pursuant to Article 106, subsection 4, of Law No. 18 of 17 March 2020, as amended and supplemented, participation in the Shareholders’ Meeting by those entitled to vote is permitted exclusively through the representative appointed by the Company pursuant to Article 135-undecies of the CLF.

Can the proxy be revoked?

 

Yes. The proxy and voting instructions can be revoked within the period of time allowed for them to be sent (by the end of the second open market day preceding the date set for the meeting) using one of the following procedures:

  1. by fax, to +39 06 99332795;
  2. by certified email, to: georgeson@legalmail.it 

The originals of the revocation must be sent by post to Georgeson S.r.l., Via Emilia 88, 00187, Rome.

 

Are any charges payable by the person conferring the proxy?

 

No. Granting the proxy and the voting instructions by signing the form does not involve any expense for the delegating party (except for the cost of sending the proxy itself).

 

Can a proxy be only partially conferred?

 

Yes. A proxy can also be partial. In relation to those proposals for which no voting instructions have been conferred, the shareholders’ shares are not included in the calculation of the majority and the share of capital required for approval of the resolutions.

 

Are Shareholders’ Associations authorised to collect proxies from among the shareholders who are employees of the Company?

 

The Company makes available to associations of shareholders who meet the requirements provided for in the relevant legislation, in accordance with terms and conditions agreed from time to time with their legal representatives, the facilities necessary for communication and work activities related to the collection of proxies of shareholders employed by the Company and its subsidiaries.

Such activities are also disciplined by specific regulations issued by Consob.

 

What are the quora for shareholders’ meeting that are needed for proposals to be approved?

 

The validity of the Shareholders’ Meetings and its resolutions, in the case of ordinary and extraordinary calls, are established in accordance with the law.

 

How long afterwards, and in what way, are the results of the votes at Shareholders’ Meetings made known?

 

A brief summary of the votes, containing the number of shares represented in the shareholders’ meeting, and the shares for which a vote has been expressed, the percentage of capital these shares represent, and the number of votes for and against the resolution, and the number of abstentions, is made available on the Company website within five days of the date of the shareholders’ meeting.

 

Are the minutes of the Shareholders’ Meeting accessible to the public?

 

The minutes of the shareholders’ meeting are made available on the Company website (www.italgas.it) within thirty days of the date of the meeting.

 

Where is information about collecting the Dividend published?

 

The Company announces all information needed to collect the dividend on its website (www.italgas.it), and by publication in the following newspapers: Il Sole 24 Ore and in English in the Financial Times.

 

Can a shareholder decided not to collect the Dividend?

 

 

Yes. Shareholders may forgo receiving the Dividend by making a specific request to their intermediary.

 

Can Shareholders acquire information on the composition of the share ownership of the Company? If they can, how can they do this?

 

Yes. Shareholders can acquire information on the composition of the share ownership of the Company by consulting the register of shareholders.

To do this, they must apply to the Head of Legal, Corporate Affairs and Compliance (e-mail address: segreteriasocietaria@italgas.it) and attend at the offices of the Company during work hours, bringing specific certification attesting their possession of said right.

Board of directors

How long is the term of office of the Italgas Board of Directors?

 

The Board of Directors of Italgas remains in office for three years, expiring on the date of the Shareholders’ Meeting called to approve the financial statements for the financial year 2021. The Directors may be re-elected.

 

How many directors are there and how are they appointed?

 

Pursuant to the Bylaws, there are 9 directors, and as a rule they are appointed through slate voting, specified in art. 13 of the Bylaws. Currently, three of the nine members of the Board of Directors are female, in accordance with the current law on gender balance (one third of the members). In addition, five six directors qualify as independent under both the independence requirements of the CLF (Articles 147-ter, subsection 4 and 148, subsection 3, of the CLF) and the New Corporate Governance Code.

With reference to the upcoming renewal of the Board of Directors, it is specified that the new composition of the Board of Directors must ensure a gender balance in compliance with current regulations, which provide that the less represented gender must obtain at least two-fifths of the elected members (Article 147-ter, subsection 1-ter of the CLF) and that, if the application of the gender distribution criterion does not result in a whole number of members of the administrative bodies belonging to the less represented gender, this number shall be rounded up to the nearest whole number (Article 144-undecies.1, subsection 3 of the Issuers’ Regulations). Therefore, taking into account the number of members of the Board of Directors laid down by the Bylaws, at the Shareholders’ Meeting to renew Italgas’ Board of Directors, four out of the nine elected Directors must be of the least represented gender.

The “Guidelines of the Board of Directors of Italgas S.p.A. to Shareholders on the future size and composition of the new Board of Directors” were made available to the public on the Company’s website www.italgas.it (“Governance” – “Shareholders’ Meeting” – “Shareholders’ Meeting 2022” Section) and on the authorised storage mechanism “eMarket STORAGE” at emarketstorage.com, to which reference is made.

 

Who are the Italgas directors?

 

  • Alberto Dell’Acqua (non-executive Director and Chairman)
  • Paolo Gallo (Chief Executive Officer)
  • Giandomenico Magliano (non-executive independent Director)
  • Silvia Stefini (non-executive independent Director)
  • Maurizio Dainelli (non-executive Director)
  • Veronica Vecchi (non-executive independent Director)
  • Qinjing Shen (non-executive Director)
  • Andrea Mascetti (non-executive independent Director)
  • Paola Annamaria Petrone (non-executive independent Director)

What is the role of the Board of Directors?

 

Pursuant to article 2381 of the Italian Civil Code, a series of duties are attributed to the Board of Directors, in addition to those that cannot be delegated by law and in general they are those specified in the Corporate Governance Code. The description of these duties may be consulted on the Company website (www.italgas.it).

 

How often does the Board of Directors meet?

 

The Board of Directors meets 8 to 10 times a year, in general. The dates of the meetings to review and approve the economic and financial information are announced to the public in the financial calendar.

 

Have any internal Committees of the Board of Directors been instituted?

 

In order to fulfil its commitments effectively, the Board has set up three committees: the Control, Risk and Related Party Transactions Committee, the Appointments and Compensation Committee (on 23 October 2017, the Company’s Board of Directors resolved to combine the Appointments Committee and the Compensation into a single committee) and the Sustainability Committee.

The Control, Risk and Related Party Transactions Committee consists exclusively of independent directors, the Appointments and Compensation Committee consists of non-executive directors, most of them independent, and the Sustainability Committee consists mostly of non-executive directors.

The aforementioned Committees provide advice and proposals to the Board of Directors. The duration in office of each member corresponds to the duration in the office of director.

 

Who may submit slates for the Board of Directors?

 

Shareholders who alone or with others represent at least 1% of the shares with voting rights in the ordinary Shareholders’ Meeting.

Why is the Board of Directors appointed with the slate voting mechanism?

 

To ensure that not only major shareholders but minority shareholders are represented.

Is the Chair appointed by the Shareholders’ Meeting?

 

Yes, the is Chair appointed by the Shareholders’ Meeting.

 What are the economic and financial data to be approved by the Board of Directors?

 

The economic and financial data that the Board of Directors must approve is contained in the annual and consolidated financial statements and the half-year financial report. Directive 2013/50/EU abolished the requirement to publish interim or quarterly financial reports. Italgas, however, on a voluntary basis, approves and publishes its economic-financial results as at 31 March and 30 September.

With what majorities does the Shareholders’ Meeting resolve for the appointment of the new Director?

 

Under the Bylaws, in the event of a renewal of the whole Board of Directors, the ordinary Shareholders’ Meeting is required to resolve with the majorities required by law (without applying the slate voting system).

What requirements must the candidates for the office of Director of Italgas fulfil?

 

Candidates for the post of Director must have an adequate level of competence and professionalism. An adequate number of Non-Executive Directors must also be chosen from among people who qualify as independent on the basis of New Corporate Governance Code. The independence of directors is assessed by the board of directors after the appointment and thereafter on an annual basis.

In particular, pursuant to the provisions of the Bylaws:

  • at least three directors must meet the independence requirements laid down in the CLF (i.e., pursuant to Article 147-ter, subsection 4, of the CLF, the independence requirements established for statutory auditors of listed companies pursuant to Article 148, subsection 3, of the CLF). It should also be noted that, pursuant to Recommendation 5 of the Corporate Governance Code, in large companies other than those with concentrated ownership, such as Italgas, independent directors (within the meaning of both the CLF and the Corporate Governance Code) make up at least half of the board of directors;
  • all directors must meet the integrity requirements prescribed by applicable law (i.e., pursuant to Article 147-ter, subsection 1, of the CLF, the integrity requirements prescribed for statutory auditors of listed companies);
  • the directors of Italgas cannot hold any office in the management or control body, nor can they hold any management functions at Eni S.p.A. or its subsidiaries, nor have any relations, direct or indirect, of a professional or financial nature with these companies, as also laid down by the Prime Ministerial Decree of 25 May 2012 concerning “Criteria, terms and conditions for the adoption by Snam of the ownership unbundling model pursuant to Article 15 of Law no. 27 of 24 March 2012″.

For the sake of completeness, please refer to the provisions of the “Guidelines of the Board of Directors of Italgas S.p.A. to Shareholders on the future size and composition of the new Board of Directors”, published on the Company’s website www.italgas.it (“Governance” – “Shareholders’ Meeting” – “Shareholders’ Meeting 2022” Section) and on the authorised storage mechanism “eMarket STORAGE” at emarketstorage.com, to which reference is made.

Board of statutory auditors

How long is the term of office of the Italgas Board of Statutory Auditors?

 

The existing Board of Statutory Auditors was appointed by the Shareholders’ Meeting on 4 April 2019 for a period of three financial years and therefore until the date of the Shareholders’ Meeting to be called in 2022 for the approval of the financial statements for the year 2021. They may be re-elected on expiry of the mandate.

How many Statutory Auditors are there and how are they appointed?

 

Under the Bylaws, the Board of Statutory Auditors consists of three standing statutory auditors and two alternate statutory auditors and is normally appointed by the shareholders’ meeting by means of slate voting, as provided for in article 20 of the Bylaws, and in compliance with the pro tempore regulations in force regarding the balance between genders.

Who are the current Statutory Auditors of Italgas?

 

  • Pierluigi Pace (Regular Statutory Auditor and Chairman)
  • Marilena Cederna (Standing Statutory Auditor)
  • Maurizio Di Marcotullio (Standing Statutory Auditor)
  • Giuseppina Manzo (Alternate Statutory Auditor)
  • Stefano Fiorini (Alternate Statutory Auditor)

What requirements must the Statutory Auditors of Italgas fulfil?

 

The statutory auditors are chosen from among people who fulfil the professionalism and integrity requirements stated in the Ministry of Justice Decree No. 162 of 30 March 2000. For the purposes of the aforementioned decree, the matters strictly related to the Company’s activities are: commercial law, business administration, corporate finance.
For the same purposes, the sector closely related to the Company’s activity is the engineering and geological sector.

 

Independent auditing firm

To whom is the auditing activity entrusted?

 

The auditing activity is entrusted, in accordance with the law, to an auditing company registered in a specific professional register, appointed by the Shareholders’ Meeting on a reasoned proposal from the Board of Statutory Auditors. On 28 April 2017, the Shareholders’ Meeting assigned the task of:

  • auditing the Italgas annual and consolidated financial statements;
  • verifying, during the course of the financial year, that the company’s accounts are being properly kept and that the affairs of the company are being correctly recorded;
  • and carrying out a limited audit of the interim report, to the company Deloitte & Touche S.p.A – Via Tortona 25, 20144 Milan, for the financial years 2020-2028.

 

Shareholders

What is the shareholders’ structure of Italgas?

 

The owners of significant shareholdings in the share capital of Italgas higher than the level laid down by art. 120 of the CLF (i.e., 3%) at 31 December 2021, in accordance with the information disclosed to the Company pursuant to said Article 120 of the CLF or in any event available to the Company.

 

DeclarantDirect shareholderProportion of ordinary share capital (%)Proportion of voting share capital (%)
CDP

 

CDP Reti(*) (**) 26.0226.02
Snam13.4913.49
Total39.5139.51
Lazard Asset Management LlcLazard Asset Management Llc9.29.2
Romano MinozziGranitifiandre S.p.A.0.0250.025
Finanziaria Ceramica Castellarano S.p.A.0.220.22
Iris Ceramica Group S.p.A.1.891.89
Romano Minozzi2.142.14
Total4.294.29
Blackrock Inc.Blackrock Inc.4.84.8
Credit Agricole S.A. Credit Agricole S.A.3.43.4

It should be noted that following the capital increase carried out by the Board of Directors of the Company on 9 March 2022 by issuing no. 477,364 new shares destined to the beneficiaries of the 2018-2020 Co-investment Plan, the share capital amounts to 1,002,608,186.28 euros consisting of 810,245,718 shares.

Financial statements, half year report and other interim reports

When is the Integrated Annual Report made available?

 

The Integrated Annual Report, including the report on operations, the consolidated financial statements, the annual financial statements and the annexes to the notes of the consolidated financial statements, is made available at least 21 days before the Shareholders’ Meeting.

When is the Annual Report made available?

 

The Integrated Annual Report, or the English translation of the Integrated Annual Report, is made available at least 21 days prior to the Shareholders’ Meeting.

 

Are the Integrated Annual Report, the English translation of the Integrated Annual Report, the Half-Yearly Financial Report and the press releases on the economic and financial results as at 31 March and 30 September published on the website?

 

Yes, the Integrated Annual Report, the English translation of the Integrated Annual Report, the Half-Yearly Financial Report and the press releases on the economic and financial results as at 31 March and 30 September are published on the website in the Investor Relations Area (www.italgas.it) and are available from the authorised storage mechanism “eMarket STORAGE” managed by Spafid Connect S.p.A. (www.emarketstorage.com).

 

Is the half-year financial report audited?

 

Yes.

 

Is the half-year financial report prepared on a consolidated basis?

 

Yes.

 

Which newspapers are used to announce the availability of the documentation?

 

The newspapers on which the notices are published are: Il Sole 24 Ore and the English edition of the Financial Times.

The company

What is the background of Italgas?

Italgas began its journey over 180 years ago: on 12 September 1837 the Compagnia di Illuminazione a Gaz per la Città di Torino (Gas Lighting Company for the City of Turin) was founded, the first Italian company, and one of the first in Europe, to produce and distribute gas for lighting.

It had only seventy employees but after just two years, it was already supplying gas for 1,600 street lamps, supplanting the old oil lamps.

Its expansion in the rest of the Kingdom of Italy began five years later under its new name, Società Italiana per il Gas.

In the following years, with the advent of electricity, the company changed its offer and started to distribute manufactured gas for heating and cooking food.

In 1967 Italgas became part of Eni, which was already one of the most important international energy businesses.

As natural gas became increasingly widespread, and supported by the development of gas pipelines in the 1970s, the Company focused on building networks for urban distribution and sale of gas to residential customers, taking on a leading role in spreading the use of natural gas throughout Italy.

In 2000, in compliance with the new law regarding the separation of gas distribution from its sales, the sales business was separated, and incorporated into Eni’s Gas and Power Division.

Since 1 July 2009 Italgas, along with Stogit and GNL Italia, was a part of Snam, a major integrated player at Italian and European level, for the entire supply chain of regulated activities in the gas industry (transport, storage, distribution, and regasification).

On 7 November 2016 Italgas split off from the Snam Group through a demerger and is listed on the Milan Stock Exchange.

What is Italgas’ business?

Italgas is the leader in Italy in the industry of natural gas distribution and is the third largest operator in Europe. The distribution service consists of transporting gas through local pipeline networks, from points of delivery at the reduction and measurement stations interconnected with the transport networks (“city-gates”) up to the final delivery points to customers (households, enterprises, etc.).

Furthermore, Italgas is engaged in metering activities, which consist of determining, gathering, making available and archiving metering data on natural gas withdrawn over the distribution networks.

The company also has a presence in the energy efficiency business (ESCO), mainly through its subsidiary Seaside, and has a small company operating in water distribution in the province of Caserta (Italgas Acqua)

How large is the gas distribution network of Italgas?

 

The Italgas Group, including its own investee companies, as at 31 December 2020, managed over 71 thousand km of network and more than 8.5 million gas re-delivery points, served in 1,826 municipalities under licenses, and its market share in the gas distribution business in terms of redelivery points was approximately 35%.

 

Who are Italgas’ main peers?

Italgas operates in the regulated natural gas distribution market in Italy and is one of the most important players in Europe.

In the field of energy infrastructure companies, some of the group’s key players are:

  • SNAM: European leader in the construction and integrated management of natural gas infrastructures.
  • TERNA: Main owner and operator of the National High Voltage Electricity Transmission Grid.
  • 2i RETE GAS: After Italgas, the 2i Rete Gas Group is the second largest Italian operator in the natural gas distribution sector, serving more than 2,200 municipalities throughout the country.
  • A2A: Italian multi-utility operating in the electricity production, electricity and gas sales, electricity and gas networks, district heating, and water cycle sectors.
  • IREN: Italian multi-utility operating in electricity production, electricity and gas distribution as well as district heating services.
  • HERA: Italian multi-utility operating in the waste, gas distribution, energy sales and water cycle sectors.

Debt

What is Italgas’ credit rating?

Fitch Ratings and Moody’s Investors Service rating agencies assigned to Italgas, respectively, rated BBB+ (last update: 6 December 2021) and Baa2 (last update: 25 November 2021).

The regulatory framework

What does RAB stand for?

 

RAB stands for Regulatory Asset Base and represents the value of net invested capital calculated on the basis of rules set out for transport, storage and regasification companies by the Regulatory Authority for Energy, Networks and the Environment (ARERA) to determine the reference revenues.

The RAB of the companies currently included in the scope of consolidation, calculated by applying the criteria adopted by the Authority, with reference to investments made up to 31 December 2021, in the definition of the reference tariffs, is equal to around € 8.2 billion.

What is the regulatory period?

 

The time period, of six years, for which criteria are defined for setting gas distribution tariffs.

Italgas is now in the fifth regulatory period for gas distribution, which runs from 1 January 2020 to 31 December 2025.

In addition to the regulatory period for gas distribution the Authority has also introduced a regulatory period on the calculation of the return on invested capital invested in infrastructure regulations for the electricity and gas sectors. The second regulatory period started on 1 January 2022 with a duration of six years (2022-2027) and a mid-term review at the end of the third year.

 

What is the rate of return set by the Authority?

 

The rate of return, also referred to as the WACC (Weighted Average Cost of Capital), indicates the return on the net invested capital and is set by the Authority at the beginning of each regulatory period.

The WACC for the years 2020 and 2021, for gas distribution and metering, is 6.3%, while for the year 2022 it is 5.6%.

 

Italgas on the stock market and its dividend

On what stock market is Italgas listed?

Italgas’ shares have been listed on the Italian Stock Exchange (FTSE MIB) since 7 November 2016.

 

What is the stock exchange identification number of Italgas’ shares?

 

All the shares listed on the Italian Stock Exchange are identified by an international alphanumeric code. This code is an ISIN (International Securities Identification Number). For Italgas’ shares the ISIN code is IT0005211237. Shares are also identified with an abbreviation (or ticker), which varies according to the market: the abbreviation for Italgas shares listed on the Italian Stock Exchange is IG. According to the different financial reporting agencies (Reuters or Bloomberg), the suffix of the abbreviation can change, as follows:

Reuters: IG.MI

Bloomberg: IG IM

 

What is Italgas’ dividend policy?

 

The dividend policy reflects Italgas’ commitment to provide shareholders with attractive, growing and sustainable remuneration. On 30 October 2020, the Company announced the four-year policy (2020-23) to distribute a dividend equal to the greater out of (i) the amount resulting from the FY2019 DPS (0.256 euros) increased by 4% per annum and (ii) the DPS equal to 65% of adjusted EPS.

For FY 2021, on 9 March 2022 the Board of Directors resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.295 euros per share. The dividend will be paid out on 25 May 2021, with coupon date of 23 May 2021 (record date 24 May 2021).

 

How are dividends taxed?

 

Dividends distributed by Italgas S.p.A. to the holders of ordinary shares are taxed at the time of disbursement, as detailed below:

  • dividends received by natural persons, not entrepreneurs, resident in Italy for tax purposes, are subject to a 26% withholding tax at source. In other cases, the recipient is taxed, to a different extent, depending on the nature of the recipient. For further information in this regard, please refer to the Revenue Agency website: agenziaentrate.gov.it.
  • dividends received by persons who are not resident in Italy, other than companies and entities, are subject to a 26% withholding tax at source. In other cases, taxation differs according to the nature and place of residence of the recipient. In order to avoid double taxation, persons who are not resident in Italy receiving dividends distributed by Italian companies may apply for a tax refund, governed by specific agreements between Italy and the foreign State of residence. For further information, please visit the website ministero economia e finanze.it

Operational and financial information

What does the Italgas investment plan envisage?

 

For the 2021-2027 period, Italgas’ Strategic Plan envisages total investments of 7.9 billion euros, of which approximately 2 billion euros relate to tenders

Of the 5.9 billion euros above, approximately 0.6 billion euros refer to mergers and acquisitions in the gas distribution sector and to new business opportunities, while approximately 5.3 billion euros relate to the current gas distribution perimeter, of which approximately 0.3 billion euros are for the Sardinia project, 3.1 billion euros refer to other networks and 1.4 billion euros are for digitalisation (including smart metering).

 

What are Italgas’ objectives in the medium to long term?

 

Italgas intends to play a leading role in the energy transition, contributing with its network to the achievement of European objectives and the security and flexibility of energy systems. The role of gas networks as a strategic driver is also recognised by the European Commission. Investments in the gas network are in line with this objective and the ever growing need for gas networks to be ready to transport new green gases such as biomethane and hydrogen. This context is behind the digitisation of the networks commitment, making Italgas the first operator in the sector with a fully digitalised network.

Consistent with these medium- and long-term objectives, the 2021-2027 Strategic Plan is structured around five main guidelines: (i) digital transformation and technological innovation, which will allow Italgas to play a key role in the energy transition; (ii) repurposing, upgrading of the infrastructure to receive and distribute renewable gases and its extension also through M&As and ATEM tenders; (iii) new growth opportunities by enhancing the Group’s expertise in the energy efficiency, water and IT services sectors; (iv) insourcing of core skills, further boost to people reskilling and upskilling activities; (v) solid and efficient financial structure to support growth opportunities and continue to ensure an adequate return for shareholders.

The plan also includes seizing new business opportunities in sectors synergistic with gas distribution (energy efficiency and water).

The company has also set itself important targets regarding ESG (reduction in emissions <scope 1 and 2 -30% and net energy consumption -25% 2020-27) and people-related matters.

The announced acquisition of DEPA Infrastructure, where the Group is expected to contribute its know-how to the development of the country’s gas network, is part of this strategic vision

 

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