Italgas’ Board of Directors appoints the members of the Board Committees and their Chairmen

Milan, 14 May 2019 – Italgas’ Board of Directors, which met yesterday under the chairmanship of Alberto Dell’Acqua, in line with the Code of Corporate Governance, to which the company adheres, confirmed the institution of the following Committees and appointed their members:

Control and Risk and Transactions with Related Parties Committee

  • Paola Annamaria Petrone* (Chairman)
  • Giandomenico Magliano*
  • Silvia Stefini*

Appointments and Compensation Committee

  • Andrea Mascetti* (Chairman)
  • Maurizio Dainelli**
  • Silvia Stefini*

Sustainability Committee

  • Giandomenico Magliano* (Chairman)
  • Yunpeng He**
  • Veronica Vecchi*

The Board of Directors has declared that at least one member of the Control and Risks and Related-Party Transactions Committee and of the Appointments and Remuneration Committee meets the requirements of the Code of Corporate Governance.

* Non-executive and independent Director
** Non-executive Director

Italgas confirms the ex dividend and payment date of the dividend

Milan, 25 February 2019 – With regard to the press release issued on 22 February 2019 concerning the approval by the Italgas Board of Directors of the 2018 results and the proposal for a dividend of 0.234 euro per share to be submitted to the Shareholders’ Meeting called on 4 April 2019, the Company reminds that:

  • the dividend for the 2018 financial year will be paid on 22 May 2019 (record date 21 May 2019) with coupon payment date 20 May 2019.

These dates do not introduce any changes with respect to what was communicated to the market when the 2019 Calendar events was published on last 24 January.

Italgas: Board of Directors calls the Shareholders’ Meeting on 4 April 2019

Milan, 22 Febraury 2019 – Italgas’ Board of Directors, which met today chaired by Mr. Lorenzo Bini Smaghi, has convened the Ordinary Shareholders’ Meeting on 4 April 2019, in a single call, to resolve on the approval of the 2018 financial statements, allocation of profits, the remuneration policy and the renewal of the corporate bodies whose term of office concludes with the approval of the 2018 financial statements.

The Board of Directors also confirmed Georgeson as the person chosen by the Company – in accordance with art. 135-undecies of the CLF – to whom shareholders may confer proxies, at no additional expense, to participate in the Meeting.

Finally, the Board of Directors carried out its own control and evaluations in accordance with application criteria no. 1.C.1 letter g) of the Corporate Governance Code and furthermore assessed the independence of its Directors, pursuant to art. 148, subsection 3, of Legislative Decree no. 58/1998.

The Board of Statutory Auditors verified that all its members met the independence requirements specified in application of the Corporate Governance Code.

The 2018 Annual Financial Report, the 2019 Remuneration Report, the Corporate Governance and Share Ownership Report 2018, the non-financial statement 2018, as well as the reports on the items on the agenda will be available for further reference according to law.

Italgas: approved results as at 30 june 2018

Milan, 31 July 2018 – Italgas’s Board of Directors met yesterday under the chairmanship of Lorenzo Bini Smaghi and approved the Consolidated Half-Year Report as at 30 June 2018[1].

Key figures

Consolidated economic and financial highlights:

  • Total revenue: €591.3 million (+4.7%)
  • EBITDA: €424.2 million (+8.7%)
  • EBIT: €223 million (+9.3%)
  • Net profit: €150.7 million (+8%)
  • Technical investments: €227.9 million
  • Net cash flow from operating activities before M&A transactions: €393.4 million
  • Net financial debt[2]: €3,591.3 million

Operating highlights including unconsolidated investee companies:

  • Gas concessions: no. 1,709
  • Number of active meters: 7.5 million
  • Gas distribution network: 67.7 thousand Km

Italgas’s economic and financial results for the first half-year of 2018 confirm the positive performance achieved in 2017, with further improvement in terms of margins; investment programs and the closing of further acquisitions are in line with the target set in the 2018-2024 Business Plan.

A significant portion of investments concerned the plan to installation of smart meters replacing the traditional ones. In the first half of 2018, also considering the non-consolidated affiliates, just under 1 million were installed, 915 thousand of which replaced traditional meters, bringing the total to approximately 3.98 million, equal to 49.1% of the entire meter fleet[3]. The target is to complete the substitution plan by early 2020. The installation of smart meters is part of the overall project to digitize the network, for which more than 40 pilot projects have been launched throughout the country.

In the first six months of the year the objective of the consolidation of Italgas in gas distribution was pursued by completing several corporate transactions, some of which had already been announced during 2017. In particular, the following acquisitions were finalised: i) the entire social capital of the Ichnusa Gas S.p.A., ii) the entire social capital of the company Medea S.r.l., iii) a company branch of Amalfitana Gas, iv) 98% of the share capital of a series of companies holding 16 natural gas distribution concessions in Campania, Calabria and Siciliy[4], v) the distribution network of the Municipality of Portopalo di Capopassero from AEnergia Reti S.r.l.

Furthermore, during the first half of the year has been completed the acquisition of Seaside, one of Italy’s leading Energy Service Companies, at the forefront of energy efficiency services and enables the Group to be present in a sector that offers multiple synergies with the activities of gas distribution.

With over 67 thousand kilometres of managed network and 7.5 million redelivery points served in 1,709 concessions, Italgas confirms its position as leader in the sector in Italy, with a market share of over 34%[5], and third largest operator in Europe in terms of number of managed RDPs.

The requirements related to the net investments of the first half of 2018 were fully covered by the positive net cash flow from operating activities, equal to €632.3 million, with a Free Cash Flow – before M&A activities – equal to €393.4 million.

The net financial position as at 30 June 2018 was 3,591.3 million euro, an improvement compared to 31 December 2017 (€ 3,720.3 million).

As regards to the economic results, operating profit for the first half of 2018 amounted to 223 million euro (+9.3% compared to 30 June 2017) and net profit was 150.7 million euro (+8% compared to the same period of the previous year).

Paolo Gallo, CEO of Italgas, commented:

The performance for the first six months of the year confirms Italgas’ strong commitment to investments in the network, digitization processes and acquisitions, in line with the targets set in the 2018-2024 Strategic Plan.

At June 30, we reached six months in advance the target set by the Authority for the replacement of traditional meters with the latest generation ones: 50% of the meters managed by Italgas and its subsidiaries are intelligent meters. This represents the enabling factor for the wider project of digitizing the network.

The economic and financial results achieved in the first half of 2018 show a significant improvement compared to the already robust 2017 results; among others an 8% increase in net profit, thanks also to the efficiency measures and the improvement in service quality that are still in progress”.

[1] Subject to a limited audit.

[2]Excluding the debts for operating leases in accordance with IFRS 16. In fact, on 13 January 2016 IASB issued IFRS 16 – Leases accounting standard, already adopted by Italgas Group on 1 January 2018. The adoption of the principle determined the writing into financial liabilities of Debts for leases of €37.2 million.

[3]Excluding non-consolidated investee companies, in the first half of 2018 Italgas installed approximately 850 thousand new meters, 770 thousand of which replaced traditional meters, bringing the current total of meters installed to approximately 3.55 million, equal to approximately 48.9% of all meters.

[4] Baranogas Reti S.r.l., Ischia Reti Gas S.r.l., Progas Metano S.r.l., Grecanica Gas S.r.l., Favaragas Reti S.r.l. e Siculianagas Reti S.r.l.

[5] Operating data also including non-consolidated subsidiaries.

Italgas – implementation of the co-investment plan

Milan, 13 June 2018 – The Board of Directors of Italgas S.p.A. met yesterday under the chairmanship of Lorenzo Bini Smaghi, after having consulted with the Appointments and Compensation Committee and the Board of Statutory Auditors. During the meeting the Board of Directors identified the beneficiaries of the 2018- 2021 co-investment plan, which were established by resolution at the shareholders’ meeting on 19 April 2018, and attributed to them their rights for the financial year 2018 by the regulations of the Plan.

The terms and conditions of the co-investment plan, as well as the characteristics of the rights attributed, are described in the information notice, made available to the public at the company’s registered offices, on the website (www.italgas.it) and on the authorised storage mechanism at the “eMarket STORAGE” authorised storage mechanism managed by Spafid Connect S.p.A. (www.emarketstorage.com) on 20 March 2018.

Information on the beneficiaries and the number of rights respectively attributed is provided in the annexed table, drawn up in compliance with Table 1, Sheet no. 7 of Annex 3A of the Issuers’ Regulations.

Name and surname or category

Role

(only indicate for named persons)

FRAMEWORK 1

Financial Instruments other than stock options

Section 2

Newly allocated instruments based on the BoD’s decision to implement the resolution of the shareholders’ meeting

Date of the related shareholders’ meeting resolutionType of financial instruments (12)Number of financial instruments assignedDate of allocation (10)Possible purchase price of the instrumentsMarket price at allocationVesting period (14)
Paolo GalloChief Executive Officer and General Manager19/04/2018Entitlement to free Italgas shares69.770BoD

12 June 2018

n/a4,7280Three-year
Executives with Strategic Responsibilities19/04/2018Entitlement to free Italgas shares104.340BoD

12 June 2018

n/a4,7280Three-year

Italgas: approved results as at 31 March 2018

Milan , 8 May 2018 – Italgas’ Board of Directors, chaired by Lorenzo Bini Smaghi, met yesterday and approved the consolidated (unaudited) results for 2018 first quarter.

Key figures

Consolidated economic and financial highlights:

  • Total revenue: €281.0 million (+1.0%)
  • EBITDA: €198.4 million (+2.7%)
  • EBIT: €112.4 million (+8.4%)
  • Net profit: €74.7 million (+4.5%)
  • Technical investments: €106.1 million
  • Net cash flow from operating activities: €241.2 million
  • Net financial debt : €3,656.2 million

Operating highlights including affiliates data:

  • Gas concessions: no. 1,695
  • Number of active meters: 7.5 million
  • Gas distribution network: more than 67 thousand Km

Italgas’ economic and financial results in the first three months of 2018 confirm the positive performance achieved in 2017, with further improvement in terms of margin; the investment programs and the closing of further acquisitions are in line with the targets announced with the Business Plan for 2017-2023.

Over 67 thousand kilometres of network managed, 7.5 million redelivery points served in 1,695 concessions, reaffirm the ltalgas’ leadership in Italy, with a market share that exceeds 34% and the third position in Europe.

Italgas – with €106.1 million deployed in organic investments in the first quarter – confirms the timing set in the Business Plan, with investments exceeding € 3 billion by 2023 on the current managed network. A significant portion of investments concerned the installation of smart meters replacing the traditional ones.

Having the target of completing the entire replacement programme in the first months of 2020, in the first quarter of 2018, about 470,000 new meters have been installed, bringing the total meters installed to approximately 3.6 million, equal to 44% of the entire meter fleet . The installation of the smart meters is part of the digitalisation project of the network for which over 40 pilot projects have been launched throughout the country, covering approximately 190 kilometers of distribution network and 20,000 smart meters.

The objective of consolidation of the sector, was efficiently pursued completing several corporate operations out of the six announced in 2017: acquisition of the business unit of Amalfitana Gas, of the distribution network of the municipality of Portopalo di Capopassero, of Ichunsa Gas, as well as of Enerco Distribuzione closed in December; at the beginning of April, the acquisition of Medea, the Sassari gas distribution company, was completed.

Furthermore, the completion of the acquisition of Seaside, one of the largest Italian Energy Service Companies, at the forefront in the offer of digital services, allows the Group to become a major player in the field of energy efficiency, a sector that offers multiple synergies with the activities of gas distribution.

The financial requirements related to the net investments in 1Q 2018 were fully covered by the positive cash flow from operating activities, amounting to €241.2 million, with a Free Cash Flow – before the M&A transactions -, of € 119.6 million.

Net financial position as of 31 March 2018 is equal to € 3,656.2 million, improving in comparison to 31 December 2017 (€3,720.3 million ).

With regards to the economic results, operating profits in the first quarter of 2018 reached €112.4 million (+ 8.4% compared to 31 March 2017) and net profit reached €74.7 million (+ 4.5% compared to the corresponding period of  the previous year).

Paolo Gallo, CEO of Italgas, commented:

“The results for the first quarter of 2018 show a positive performance of all the main economic indicators compared to the same period of last year, continuing the trend  of the results achieved in 2017. This is the proof of the Group’s great level of vitality which, while waiting for tenders, continues to strengthen its own competitiveness and pursue growth objectives through mergers and acquisitions. The investments made, in line with the business plan, were, for almost half of the amount, aimed at the installation of smart meters, which reached 44% of the total managed meters and which represent the first step in the process of digitalization of the networks launched in the 2017. In this scenario, the adoption of Cloud Azure, the result of the partnership agreement with Microsoft, represents the key factor for the digitalization of business processes and places the Italgas Group at the forefront of the European landscape of gas distributors also creating a model of reference even in the field of innovation”.

Italgas: appointment of the Officer responsible and verification of requirements of a Director

Milan, 8 May 2018 – The Board of Directors of Italgas, which met yesterday chaired by Lorenzo Bini Smaghi, having heard the favourable opinion of the Board of Statutory Auditors, resolved to appoint Giovanni Mercante as the Officer responsible for the preparation of financial reports pursuant to art. 154-bis of Legislative Decree 59/98, to replace Claudio Ottaviano, who resigned to pursue a new professional path.

The Board of Directors also ascertained whether Federica Lolli, appointed as a Director by the Shareholders’ Meeting on 19 April 2018, meets the legal and independence requirements set forth in the Corporate Governance Code for Listed Companies. The Board of Statutory Auditors has confirmed that the criteria and the ascertainment procedures adopted to assess the independence requirements have been correctly applied.

Italgas: Board of Directors calls the Shareholders’ Meeting on 19 April 2018

Milan, 12 March 2018 – Italgas’ Board of Directors, which met today chaired by Mr. Lorenzo Bini Smaghi, has convened the Ordinary and Extraordinary Shareholders’ Meeting on 19 April 2018, in a single call, to resolve, (i) in the ordinary session, on the approval of the 2017 financial statements, allocation of profits, the remuneration policy, the 2018-2020 co-investment Plan and the appointment of a Director; and (ii) in the extraordinary session, on a free share capital increase, for a maximum amount of 4,960,000 euros, for Italgas S.p.A and/or the Group subsidaries’ employees, as well as on the amendment to article 13 of the Company Bylaws concerning the procedures for electing the members of the Board of Directors through the slate voting system.

In particular, the Board of Directors resolved to propose to the Shareholders’ Meeting the distribution of a dividend of € 0.208 per share. The dividend will be paid on 23 May 2018, while the ex-dividend date will be 21 May 2018 (record date 22 May 2018).

The Board will submit to the Shareholders’ Meeting the proposal for free share capital increase for a maximum nominal amount of 4,960,0000 euros, through the allocation of a corresponding maximum amount taken from the retained earnings reserve on the basis of article 2349 of the Italian Civil Code, with the issuing of no more than 4,000,000 ordinary shares to be reserved exclusively for the beneficiaries of the Plan, i.e. Italgas S.p.A and/or the Group subsidaries’ employees.

The Board of Directors will submit to the Shareholders’ Meeting the confirmation of Ms Federica Lolli as Independent Director, who was co-opted by the Board of Directors on 27 July 2017 in replacement of Ms. Barbara Borra following her resignation.

The Board of Directors also selected Georgeson as the person chosen by the Company – in accordance with art. 135-undecies of the CLF – to whom shareholders may confer proxies, at no additional expense, to participate in the Meeting.

Finally, the Board of Directors carried out its own control and evaluations in accordance with application criteria no. 1.C.1 letter g) of the Corporate Governance Code and furthermore assessed the independence of its Directors, pursuant to art. 148, subsection 3, of Legislative Decree no. 58/1998.

The Board of Statutory Auditors verified that all its members met the independence requirements specifiedin application of the Corporate Governance Code.

The 2017 Annual Financial Report, the 2018 Remuneration Report, the information document on the co-investment Plan, the Corporate Governance and Share Ownership Report 2017 and the non-financial statement will be available for further reference according to law.

Italgas Board of Directors approves the renewal of the EMTN programme and the issuance of bonds

Milan, 23 October 2017 – Italgas’ Board of Directors, chaired by Lorenzo Bini Smaghi, met today and approved the renewal of the EMTN Programme launched in 2016 and raised the Programme maximum amount up to 3,500 million euro.

The Board of Directors has also approved the issue, by 31 October 2018, of one or more bonds to be placed with institutional investors. The total amount of the bonds issued may not in any case exceed the abovementioned maximum amount. The newly bonds issued may be listed on one or more regulated markets.

As of today, 2,650 million euro of bonds have been issued under the EMTN Programme.

The EMTN Programme is an effective tool to secure funding on the bond market in order to support Italgas growth diversifying funding sources at competitive costs

Italgas: Ms Barbara Borra resigned her office as member of Board of Directors

Milan, 20 July 2017 – Italgas announces that as of today, the independent member of the Board of Directors of Italgas S.p.A., Ms Barbara Borra, resigned her office with immediate effect.

Ms Borra was also Chair of the Compensation Committee and was a member of the Control, Risk and related-party Transactions Committee of Italgas S.p.A.

The decision is due to supervening professional commitments, incompatible with the current office held on the Board.

As far as it is aware, the Company specifies that, as of today Ms Barbara Borra does not hold shares in Italgas.

The Company wishes to express its deep gratitude to Ms Barbara Borra for her hard work and the results achieved during her time in office.

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