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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 parties and Persons closely associated with relevant parties (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.

Relevant Parties together with Persons Closely Associated with Relevant Parties

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 People, Innovation & Transformation Officer, Mr Peter Durante, the Chief of Institutional and Regulatory Affairs, Mr Nunzio Ferrulli, the Chief of External Relations & Sustainability, Ms Chiara Ganz, 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. 

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

  1. 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’).
  2. Legal persons, trusts or partnerships:
    • when the managerial responsibilities of which are discharged by a relevant party or one of the relevant family members, alone or jointly; or
    • 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; or
    • the economic interests of which are substantially equivalent to those of a Relevant Party or one of the Relevant Family Members; or
    • set up for the benefit of a relevant party or of one of the relevant family members.

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

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.

Procedure for the fulfilment of internal dealing obligations

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