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Market abuse and Internal dealing

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.

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

1Of 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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The Market Abuse Procedures have been implemented by Italgas S.p.A. (“Italgas” or the “Company”) pursuant to the Market Abuse Regulation (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), as subsequently supplemented and amended (“MAR”), which aims to protect the transparency and integrity of the financial markets.

On 5 September 2016, the Company’s Board of Directors, in compliance with Market Abuse Regulation and its implementing regulations, approved the Market Abuse Procedure which was subsequently updated in May 2017. The Market Abuse Procedure collected and coordinated, in a single document, the principles and rules intended to prevent market abuse.

At the end of the process of verifying and updating the Market Abuse Procedure and taking into account the main topics of concern to the Company, the Board of Directors on 13 December 2018 decided to break it down into the following three different procedures, as subsequently supplemented and amended:

 

  • Procedure for the in-house management of Relevant Information and Inside Information and the public disclosure of Inside Information;
  • Procedure for the management of the List of persons having access to Relevant Information and Inside Information;
  • Procedure for the fulfilment of Internal Dealing obligations.

 

Procedure for the in-house management of Relevant Information and Inside Information and the public disclosure of Inside Information

This Procedure has been adopted by Italgas in implementation, inter alia, of the provisions contained in article 17 MAR and governs the provisions and procedures relating to both the internal management and the external disclosure of Inside Information and Relevant Information (both as defined in the Procedure) regarding Italgas and its direct and indirect subsidiaries.

The purpose of the Procedure is (i) to ensure compliance with the legal provisions and regulations in force on this matter and (ii) to ensure the utmost discretion and confidentiality of the Inside Information and Relevant Information. The Procedure is aimed, inter alia, at guaranteeing greater transparency towards the market and adequate prevention measures against market abuse and, in particular, against the abuse of Inside Information.

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Procedure for the management of the List of persons having access to Relevant Information and Inside Information

The Procedure has been adopted by Italgas in implementation of the provisions contained, inter alia, in Article 18 MAR and governs the creation, management and update by the Company of the list of people who have access to Relevant Information, as well as the list of people who have access to Inside Information.

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Procedure for the fulfilment of Internal Dealing obligations

The Procedure has been adopted by Italgas in implementation, inter alia, of the provisions contained in Article 19 MAR and governs the disclosure on operations on the Company’s financial instruments conducted by Relevant Persons as defined in the same Procedure.

In particular, it sets out the following:

  • the criteria for identifying Relevant Persons and “relevant transactions”(above a certain threshold), to which regulations in question apply;
  • the disclosure obligations of “relevant parties”, “relevant shareholders”, “persons closely associated” with “relevant parties” and “relevant shareholders” and of the Company towards Consob and the public in relation to “relevant transactions”;
  • the regulations on the prohibition of carrying out “relevant transactions” in certain periods (“black-out periods”).

The three Procedures also apply to the subsidiaries of the Company, as part of the direction and coordination activities carried out by Italgas.

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