FAQ

The financial calendar, which must be published in accordance with the current Regulation of Markets organized and managed by Borsa Italiana S.p.A. by 30 January each year, contains information on the dates of convening the Shareholders’ Meetings. The calendar is also published on the company’s website.

Shareholders have the right to:

• Be informed in a timely manner about the convening of the meeting.
• Be informed in advance about the agenda items and to propose additions.
• Submit proposals for resolutions on matters already on the agenda.
• Ask questions.
• Attend the meeting and cast their vote.
• Obtain further information.

The Board of Directors convenes the meeting at least thirty days before the scheduled date in a single call (forty days if the meeting is convened to appoint the Board of Directors or the Board of Statutory Auditors).

The notice of the meeting is published on the Company’s website, on the Borsa Italiana website (www.borsaitaliana.it), through the authorized storage mechanism “eMarket STORAGE” managed by Teleborsa S.r.l. (www.emarketstorage.it), and, in summary, in the following newspapers: Il Sole 24 Ore, and in its English version, the Financial Times.

The meetings are held in Italy, at the place indicated in the notice of meeting.

Ordinary Shareholders’ Meetings are convened to deliberate on specific matters, including, but not limited to:

• Approval of the annual financial report.
• Appointment and removal of directors and auditors, and determination of their compensation.
• Allocation of the net income and distribution of dividends, including any final dividends following an interim dividend previously approved by the Board.
• Compensation plans based on financial instruments for members of the board of directors and employees.
• Legal action against directors and auditors.
• Appointment and revocation of the statutory audit engagement to an audit firm.
• Purchase and sale of treasury shares.

Yes. The action for liability against directors and mayors may be proposed directly at the Ordinary Meeting on the occasion of the discussion of the budget, even if it is not indicated in the list of subjects to be dealt with, when the facts are relevant to the period to which the financial statements relate.

The Ordinary Meeting for the approval of the financial statements is convened within 180 days from the end of the fiscal year to which the financial statements relate, since the Company is required to draw up consolidated financial statements.

The Board of Directors is required to prepare and make available to the public, at the issuer’s registered office, on the Company’s website (www.italgas.it), on the Borsa Italiana website (www.borsaitaliana.it), and through the authorized storage mechanism “eMarket STORAGE” managed by Teleborsa S.r.l. (www.emarketstorage.it), a report on each of the items on the agenda, which also includes the proposed resolution submitted to the meeting.
This obligation is fulfilled within the deadline for the publication of the notice of the meeting or within any other applicable deadline provided by law.

The Board of Directors is required to prepare and make available to the public: the Integrated Annual Report, including the management report, the draft financial statements and consolidated financial statements (including the corresponding attestation of the manager responsible for drawing up the company’s accounting documents), as well as the reports of the board of auditors and the statutory audit firm.

At least twenty-one days shall elapse between the publication referred to above and the date of the general meeting. In the case of appointment of corporate bodies, the lists of candidates for the office of director and mayor are deposited at the issuer’s registered office at least twenty-five days before the date of the meeting called to deliberate on it and made available to the public at the registered office and on the website at least twenty-one days before that date.
The procedures for submitting, filing and publishing lists of candidates for the office of administrator and mayor are set out in the statutes and notice of convocation.

Pursuant to art. 127-ter of the TUF, those who have the right to vote are entitled to ask questions both during the Assembly and before its conduct, provided that they are relevant to the matters on the agenda.
The notice of convocation shall contain the terms and conditions within which the questions submitted before the meeting must be received by the company.

The members who, even jointly, represent at least one fortieth of the share capital (2.5%), may apply by post (registered letter) to the following address: Italgas S.p.A. – via Carlo Bo 11, 20143 Milano c/o Segreteria Societaria or by certified e-mail to italgas.assemblea@pec.italgas.it, within 10 days of the publication of the notice of the Meeting, the addition of the list of subjects to be dealt with, indicating in the request the further topics proposed by them or submitting proposals for decisions on matters already on the agenda, Attaching a report on the subjects proposed for discussion or the reasons for further proposals for resolution submitted on matters already on the agenda. The application must be accompanied by a certificate issued by the intermediary certifying that the applicant members have the ownership of shares valid at the date of the application.

The addition of the agenda or the submission of further proposals for resolutions on matters already on the agenda shall be notified in the same form as that prescribed for the publication of the notice of meeting, at least 15 days before the date set for the Assembly.
The right of the person entitled to vote to submit proposals for resolutions in accordance with art. 126-bis, paragraph 1, last period of the TUF.

The addition is not permitted for matters on which the general meeting deliberates, in accordance with the law, on a proposal by the directors or on the basis of a project or report prepared by them different from that on the subjects on the agenda.

The participation in the Shareholders’ Meeting of those to whom it belongs the right to vote can take place in the presence, by simple delegation or through the representative designated by the Company pursuant to art. 135-undecies del D. Lgs. n. 58/98, to which delegation must be given.

Italgas’ statutes do not provide for the exercise of voting rights by correspondence or electronic means.

Shareholders may grant proxies pursuant to Article 135-novies of the TUF (Consolidated Law on Finance) by signing the form (so-called simple proxy) issued by authorized intermediaries upon the request of the entitled party, or by signing the proxy form available on the website www.italgas.it (under the “Governance” section – “Shareholders’ Meeting” – “Meeting 2023”). Additionally, pursuant to Article 135-undecies of the TUF, those entitled to vote may attend the Meeting through the representative designated by the Company, to whom a proxy must be granted according to the procedures and conditions specified in the notice of the meeting.

There are no limits to the number of proxies that the same individual can receive. However, it is important to note that:

• A proxy can only be granted for individual meetings.
• If it is a general power of attorney or granted by a company, association, foundation, or other collective entity or institution to one of its employees, it remains effective until revoked.
• If granted to a company, association, foundation, or other collective entity or institution, they can delegate only one of their employees.
• A proxy cannot be granted to directors, auditors, employees of the Company or its subsidiaries, or to the subsidiaries themselves.

The notice of meeting shall contain a reference to this method of voting and the procedures for any notification, including by certified electronic mail, of the delegation of votes.

The person holding the voting right must request the intermediary with whom his shares are deposited (bank, securities brokerage company) to issue a notice, based on evidence of the end of the accounting day of the seventh open market day preceding the fixed date of the meeting (record dates).

The credit and debit entries made on securities accounts after this deadline are not relevant for the purposes of eligibility to exercise voting rights at the general meeting; Therefore, those who will only be the holders of the shares after that date will not have the right to participate and vote in the general meeting.

These communications must reach the issuer by the end of the third open market day preceding the date fixed for the meeting, in any case before the beginning of the proceedings of the meeting of the single call.

The designated representative is a natural or legal person to whom all shareholders may delegate their powers without any charge, and is appointed by the Company.

The notice of meeting identifies the entity designated by the Company to grant voting powers and the terms and conditions for granting such powers by members, specifying that the delegation does not have effect with respect to proposals for which no voting instructions have been given.

1. Obtain the Proxy Form in favor of the Designated Representative, which can be downloaded from the website www.italgas.it (under the “Governance” section – “Shareholders’ Meeting” – “Meeting 2023”) or request a copy by calling +39 02 46776831-14 or by emailing ufficiomi@computershare.it.
2. Complete the Proxy Form.
3. Photocopy your identity document.

Send the Proxy, along with voting instructions reserved for the Designated Representative and a copy of a valid identity document, no later than the close of the second open market day before the scheduled date of the Meeting, through one of the following channels:

• Via certified email (PEC) to ufficiomilano@pecserviziotitoli.it;
• Via regular email, if the delegator has an advanced, qualified, or digital electronic signature (FEA), to ufficiomilano@pecserviziotitoli.it;
• If the delegator has a regular email:
  • (i) A copy of the proxy form (in PDF format) must be sent to the PEC address ufficiomilano@pecserviziotitoli.it;
  • (ii) The original proxy form, voting instructions, and copies of the related documentation must also be sent to the headquarters of Computershare S.p.A., Via Mascheroni 19, 20145, Milan, before the date of the Meeting.

If the delegator is a legal entity, evidence of corporate powers (e.g., a company registration certificate or similar) must also be attached.
The representative retains the original proxy and keeps track of any voting instructions received for one year from the conclusion of the Meeting.

The power of attorney is vested in a single representative for each meeting, without prejudice to the right of the holder of voting rights to appoint substitutes.

However, it is possible to delegate a different representative for each of the accounts used to record the movements of financial instruments.

If the delegation provides for such a possibility, the delegate may be replaced by an entity of his choice.

Yes. The simple c.d. delegation, pursuant to art. 135-novies, TUF and its voting instructions are revocable at any time. The delegation and voting instructions to the designated representative may be revoked by
same deadline for sending (end of the second open market day before the date set for the meeting) with the same methods for sending.

No. The conferment of the proxy and voting instructions by signing the form does not entail any cost for the delegant (except for the sole costs of sending the proxy).

Yes. Delegation can also be partial. In respect of proposals for which no voting instructions have been given, the shares of the member shall not be taken into account for the purpose of calculating the majority and capital share required for the approval of the deliberations.

The Company makes available to associations of shareholders who meet the requirements of the relevant legislation, in accordance with the terms and conditions agreed upon from time to time with their legal representatives, Spaces necessary for the communication and performance of the activity of collecting delegates of employees’ shareholders of the Company and its subsidiaries.

This activity is also governed by specific regulatory regulations issued by CONSOB.

The validity of the constitution of the Assembly and its resolutions, whether in the case of ordinary or extraordinary convocation, is established by law.

A summary statement of the votes, including the number of shares represented at the meeting and the shares for which the vote was expressed, the percentage of capital that these shares represent, as well as the number of votes in favour and against the resolution and the number of abstentions, is made available on the Company’s website within five days from the date of the meeting.

The minutes of the meeting shall be made available on the Company’s website www.italgas.it within thirty days from the date of the meeting.

The Company communicates all the information necessary for the payment of the dividend, on its website (www.italgas.it) and by means of an announcement published in the following newspapers: in the Italian version, in “Il Sole 24 Ore” and, in the English version, in the “Financial Times” is the name of the magazine.

Yes. You can waive the dividend payment by making a specific request to your intermediary.

Yes. The member can obtain information on the composition of the Company’s shareholding by consulting the membership book. To this end, you must submit a request to the Legal Department (e-mail address: secretariat associateria@italgas.it) and present yourself at the offices of the Company during office hours, It shall be accompanied by a specific certificate attesting to the right.

The Board of Directors of Italgas remains in office for three years, it expires on the date of the Assembly convened to approve the financial statements for 2024. The Directors are eligible for re-election.

According to the Articles of Association, there are 9 directors and they are usually appointed by a list vote, as provided for in art. 13 of the Articles of Association. At present, four out of nine members of the Board of Directors represent women, in accordance with the current legislation on gender balance (two-fifths of the members). In addition, four directors are qualified as independent according to the independence requirements of the TUF (art. 147-ter, paragraph 4 and 148, paragraph 3, of the TUF) and the Corporate Governance Code and an independent advisor pursuant to articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF.

• Benedetta Navarra (Chairperson and Non-Executive Independent Director according to the TUF and the Corporate Governance Code)
• Paolo Gallo (Chief Executive Officer)
• Claudio De Marco (Non-Executive Independent Director according to the TUF and the Corporate Governance Code, Lead Independent Director)
• Gianmarco Montanari (Non-Executive Independent Director according to the TUF and the Corporate Governance Code)
• Maria Sferruzza (Non-Executive Director)
• Manuela Sabbatini (Non-Executive Director)
• Qinjing Shen (Non-Executive Director)
• Lorenzo Parola (Non-Executive Independent Director according to the TUF)
• Fabiola Mascardi (Non-Executive Independent Director according to the TUF and the Corporate Governance Code)

The Board of Directors of Italgas, pursuant to article 2381 of the Civil Code, has reserved a series of attributions, which are in addition to those not delegable by law and in general to those of the Corporate Governance Code. The description of these attributions is available on the Company’s website.

The Board of Directors meets typically 8/10 times a year. The dates of meetings for the review and approval of financial data are disclosed to the public via the financial calendar.

To effectively carry out its commitments, the Board has established three committees: the Control and Risk and Related Party Transactions Committee, the Appointments and Remuneration Committee and the Sustainable Value Creation Committee. The Control and Risk and Related Party Operations Committee is composed of three executive directors, two of whom are independent under the TUF and the Corporate Governance Code, including the Chairman.
The Appointments and Remuneration Committee is composed of three non-executive directors, two of whom are independent under the TUF and the Corporate Governance Code, including the Chairman. The Sustainable Value Creation Committee is composed of three non-executive directors, one of whom is an independent under TUF and serves as Chairman. The above mentioned
Committees have advisory and pro-positional functions vis-à-vis the Board of Directors. The term of office of each component corresponds to the term of office of the administrator.

Shareholders who, alone or with others, represent at least 1% of the voting shares in the Ordinary Meeting.

To ensure the representation not only of relevant shareholders but also of minority shareholders.

Yes, the President is appointed by the assembly.

The financial data to be approved by the Board of Directors are those contained in the annual and consolidated financial statements and in the half-yearly financial report. Directive 2013/50/EU abolished the obligation to publish interim financial statements or quarterly financial reports. Italgas, however, on a voluntary basis, approves and publishes the financial results at 31 March and 30 September of each year.

According to the Articles of Association, the Ordinary Meeting, except in case of renewal of the entire Board of Directors, is called to deliberate with the majority of the law (without application of the system of the list vote).

Candidates for the position of Director must be suitably qualified and professional. An appropriate number of non-executive directors shall also be selected from among persons who may qualify as independent according to the criteria set out in the Corporate Governance Code. The independence of directors shall be assessed by the Board after appointment and annually thereafter. In particular, according to the Articles of Association: at least three directors must meet the independence requirements set by the TUF (i.e. the independence requirements for the Board of Directors of listed companies under TUF Art. 147-ter, co. 4).

All directors must have the required standards of good repute required by current legislation (i.e. according to art. 147-quinquies, co. 1, of the TUF, the required standards of good repute for auditors of listed companies); the directors of Italgas may not hold any office in the administrative or control body nor managerial functions in Eni S.p.A. and its subsidiaries, nor maintain any relationship, direct or indirect, of professional or patrimonial nature with such companies, as also provided for by the Decree of the President of the Council of Ministers of 25 May 2012, on “Criteria, conditions and procedures for adopting the model of ownership separation of the company Snam pursuant to art. 15 of the law 24 March 2012, n. 27”.

The legal auditing activity is entrusted by law to a statutory audit firm registered in the relevant register, appointed by the Shareholders’ Meeting based on a reasoned proposal from the Board of Statutory Auditors. On May 12, 2020, the Shareholders’ Meeting assigned the following tasks:

• Audit of the annual and consolidated financial statements;
• Verification during the year of the regular maintenance of the company’s accounts and the correct recording of management transactions in the accounting records;
• As well as a limited review of the semiannual report, to the firm Deloitte & Touche S.p.A. – Via Tortona 25, 20144 Milan, for the fiscal years 2020-2028.

As of December 31, 2022, the holders of significant shareholdings in Italgas exceeding the threshold set by Article 120 of the TUF (i.e., 3%), based on the notifications received under Article 120 of the Consolidated Finance Act or otherwise available to the Company, are:

SIGNIFICANT SHAREHOLDINGS

It should be noted that following the capital increase executed by the Board of Directors of the Company on March 9, 2023, through the issuance of 499,502 new shares allocated to beneficiaries of the 2018-2020 Co-Investment Plan, the share capital amounts to €1,003,227,568.76, consisting of 810,745,220 shares.

The Integrated Annual Report, including the management report, consolidated financial statements, annual financial statements and annexes to the notes to the consolidated financial statements shall be made available at least 21 days before the General Meeting.

The Integrated Annual Report, or the English translation of the Integrated Annual Report, is made available at least 21 days before the Assembly.

Yes, the Integrated Annual Report, 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 at the authorized storage facility “eMarket STORAGE” operated by Teleborsa S.r.l (www.emarketstorage.com).

Yes, it is.

Yes, it is.

The newspapers in which the notices are published are: in the Italian version, “Il Sole 24 Ore” and in the English version the “Financial Times”.

The rating agencies Fitch Ratings and Moody’s Investors Service have assigned to Italgas, respectively, a BBB+ rating (last update of 29 November 2022) and a Baa2 rating (last update of 23 September 2022).

Italgas begins its journey 185 years ago: on September 12, 1837 the Company of Gas Lighting was born for the city of Turin, first Italian company, and among the first in Europe, for the production and distribution of illuminating gas.

It has just seventy employees but, after only two years, it already supplies 1,600 streetlights, replacing the old oil lamps.

The expansion in the rest of the Kingdom of Italy begins twenty-five years later with the new name of Italian Gas Company.

In the following years, with the advent of electricity, the company changes its offer and starts the distribution of manufactured gas for cooking food and heating

In 1967, Italgas joined ENI, already one of the most important international energy companies.

With the progressive rise of natural gas, and with the development of the network of transport pipelines built since the 1970s, the Company focuses on the construction of networks for urban distribution and the sale of gas for civil uses, Taking a leading role in the development of the country’s methanisation.

In 2000, in accordance with the new legal provisions concerning the separation of the gas distribution from the sale activity, the latter is separated and merged into the Eni Division Gas and Power.

From 1 July 2009, Italgas, together with Stogit and GNL Italia, is part of Snam, which represents an integrated operator of absolute importance at national and European level, for the whole regulated activities of the gas sector (transport, storage, distribution and regasification).

On 7 November 2016, Italgas separated from the Snam Group through a split and was listed on the Milan stock exchange.

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

Italgas also carries out the measurement activity, which consists in determining, collecting, making available and storing the measurement data of natural gas drawn on distribution networks. In Greece, Italgas consolidates DEPA Infrastructure from 1 September 2022.

The company is also present in the energy efficiency business (ESCO), through its subsidiary Geoside, and operates in water distribution in the province of Caserta (Italgas Acqua)

The Italgas Group, including its own shareholdings, manages more than 81,3k km of network and almost 8 million active gas redelivery points, served in 2,044 municipalities under concession as at 31 December 2022. Of the 81.3 thousand km of network, almost 7.5 thousand km are in Greece, the remaining 73,8 thousand in Italy. In Italy, Italgas has a market share of gas distribution in terms of redelivery points of over 33% and almost 100% in Greece.

Italgas primarily operates in the regulated market of natural gas distribution in Italy and is one of the most significant players at the European level. In the field of energy infrastructure companies, some of the key players in the sector include:

• SNAM: The leading European operator in the transportation and storage of natural gas. The group manages a network of approximately 41,000 km of gas pipelines across Italy, Austria, France, Greece, and the United Kingdom.
• TERNA: Owner of the Italian national electricity transmission network (RTN) for high and very high voltage, and the largest independent transmission system operator (TSO) in Europe.
• 2i RETE GAS: The 2i Rete Gas Group, after Italgas, is the second-largest operator in the Italian natural gas distribution sector.
• A2A: An Italian multi-utility company that operates in various sectors, including electricity generation, electricity and gas sales, electricity and gas distribution, district heating, water cycle, and waste management.
• IREN: An Italian multi-utility company engaged in electricity generation; distribution of electricity, gas, and water; commercialization of electricity, gas, and district heating; urban hygiene and integrated waste cycle.
• HERA: An Italian multi-utility company active in the waste sector, electricity generation, gas and electricity distribution, electricity and gas commercialization, district heating, and water cycle.

RAB stands for Regulatory Asset Base and represents the value of the net invested capital calculated on the basis of the rules defined for gas distribution, transport, storage and regasification companies by the Regulatory Authority for Energy, Networks and Environment (ARERA) for the purpose of determining reference revenue.

The RAB of the companies included in the consolidation, resulting from the application of the criteria adopted by the Authority, with reference to investments made until 31 December 2022, within the definition of the reference rates is about 8,EUR 2 billion.

The six-year time period for which criteria for determining gas distribution tariffs are defined.
Italgas is currently in the fifth regulatory period for gas distribution, effective 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 for calculating the return on capital invested for the infrastructure regulations of the electricity and gas sectors (WACC). This regulatory period lasts six years (2022 – 2027), with a mid-term review at the end of the third year and a trigger mechanism applied in 2023 and 2024.

The rate of return, also called WACC (Weighted Avarage Cost of Capital), identifies the return recognised to equity and is set by the Authority at each beginning of regulatory period. The WACC for the years 2022 and 2023, related to the gas distribution activity and the measure was set at 5.6%.

Since 7 November 2016, the shares of Italgas are listed on the Italian stock market (FTSE MIB).

Each share listed on the Italian stock exchange is distinguished by an alphanumeric code valid at international level. This code is called ISIN (International Securities Identification Number). For Italgas shares the ISIN code is IT0005211237. In addition, the shares are identified by an acronym or ticker, which varies according to the reference market: the acronym of the Italgas securities listed at the Borsa Italiana is Italgas. Depending on the financial news agencies (Reuters, Bloomberg), the suffix of this acronym may vary, according to the following scheme:

Reuters: IG.MI

Bloomberg: IG IM

The dividend policy reflects Italgas’ commitment to ensure an attractive, growing and sustainable return for shareholders. On 30 October 2020, the Company announced its four-year (2020-23) policy, which provides for a dividend distribution equal to the greater of (i) the amount resulting from the FY2019 DPS (0.256 euro) increased by 4% per annum and (ii) the DPS equal to 65% of adjusted EPS.

For the financial year 2022, on 9 March 2023, the Board of Directors decided to propose to the Shareholders’ Meeting the distribution of a dividend of €0.317 per share. The dividend will be paid on 24 May 2023, with a discontinuance date of 22 May 2023 (record dates 23 May 2023).

Dividends distributed by Italgas S.p.A. to holders of ordinary shares are subject to taxation at the source by the withholding agent at the time of distribution, as detailed below:

• Dividends received by individuals, not engaged in business, who are tax residents in Italy are subject to a withholding tax of 26%.
• Dividends received by non-resident entities for tax purposes in Italy, other than companies and institutions, are subject to a withholding tax of 26%. However, tax treaties between Italy and the countries of residence of the foreign recipients may reduce the withholding tax rate, allowing the recipient to claim a refund of any tax withheld in excess of the treaty limit or apply for the reduced rate benefit at the time of withholding.

For further information, please refer to the website of the Italian Revenue Agency and the Ministry of Economy and Finance.