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The official ESEF document is published and filed according to the provisions of the law.
This document does not comply with the ESEF format required by the Delegated Regulation of the European Commission 2019/815 and therefore represents an unofficial supplementary version of the Integrated Annual Report 2025.
Integrated Annual Report 2025
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VALUES, MISSION AND PURPOSE
Vision:
To be a leading figure in the energy world, driving its sustainable evolution and innovating each day to improve people’s quality of life.
Mission:
We have guaranteed efficient, safe and excellent energy services to the community for over 180 years. We favour the energy transition, creating the networks of the future and promoting innovative, sustainable solutions. We take care of local communities. We fuel positive, productive relationships with all of our stakeholders: individuals, companies, suppliers and shareholders. We enter new markets where we can apply our distinctive expertise. We promote the growth of individuals and develop talent, creating inclusive, stimulating work environments.
Purpose:
Pioneers by passion and builders by calling, we bring all our energy to accelerate the ecological transition. We do it for us. We do it for everyone.
Disclaimer
The Integrated Annual Report contains forward-looking statements, specifically in the “Business Outlook” section, relating to: investment plans, financial structure evolution, future operating performance and project execution. The forward-looking statements, by their nature, involve risks and uncertainties as they depend on the occurrence of future events and developments. The actual results could therefore differ from those announced in relation to various factors, including: actual operating performance, general macro- economic conditions, geopolitical factors such as international tensions and socio-political instability, the impact of energy and environmental regulations, the successful development and application of new technologies, changes in stakeholder expectations and other changes in business conditions, action by competitors.
The names Italgas, Italgas Group or Group refer to Italgas S.p.A. and the companies included in the scope of consolidation.
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Corporate bodies

BOARD OF DIRECTORS (a) |  | BOARD OF STATUTORY AUDITORS (a)
Chairperson |  | Chairperson
Paolo Ciocca |  | Giulia Pusterla
Chief Executive Officer and General Manager |  | Standing auditors
Paolo Gallo |  | Maurizio di Marcotullio
|  | Eliana Quintili
Directors |  |
Cecilia Andreoli |  | Alternate auditors
Fabio Barchiesi |  | Maurizio De Filippo
Costanza Bianchini |  | Stefano Podda
Alessandra Faella |  |
Erika Furlani |  |
Gianmarco Montanari |  |
Qinjing Shen |  |
CONTROL AND RISKS AND RELATED-PARTY TRANSACTIONS COMMITTEE (b) |  | APPOINTMENTS AND COMPENSATION COMMITTEE (c)
Gianmarco Montanari (Chairperson) |  | Cecilia Andreoli (Chairperson)
Costanza Bianchini |  | Fabio Barchiesi
Erika Furlani |  | Erika Furlani
SUSTAINABLE VALUE CREATION COMMITTEE (b) |  |
Alessandra Faella (Chairperson) |  |
Costanza Bianchini |  |
Qinjing Shen |  |
INDEPENDENT AUDITING FIRM (e) |  | SUPERVISORY BODY (d)
Deloitte & Touche S.p.A |  | Antonio Gullo (Chairperson)
|  | Giacomo Aiello

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|  | Celeste Cassitti

(a) Appointed by the Shareholders’ Meeting of 13 May 2025. In office until the date of the Shareholders’ Meeting that will be called for the approval of the financial statements for the year ending 31 December 2027.
(b) Committee established by the Board of Directors on 4 August 2016. Members appointed by the Board of Directors on 27 June 2025.
(c) Committee established by the Board of Directors on 23 October 2017. Members appointed by the Board of Directors on 27 June 2025.
(d) The Supervisory Body was appointed by the Board of Directors on 18 September 2025 and will remain in office until the expiry of the mandate of the Board of Directors that appointed it, namely the date of the Shareholders’ Meeting called to approve the financial statements as at 31 December 2027. In accordance with the Organisation, Management and Control Model pursuant to Legislative Decree no. 231/2001, the Supervisory Board continues to perform its functions ad interim until such time as the Board of Directors resolves to appoint the new Supervisory Board.
(i) Engagement assigned by the Shareholders’ Meeting of 12 May 2020 for the period 2020 - 2028.
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Italgas Group structure as at 31 December 2025
The structure of the Italgas Group as at 31 December 2025 changed compared with that in place as at 31 December 2024 due to : i) the completion, on 1 April 2025, of the acquisition of 99.94% of the share capital of 2i Rete Gas S.p.A. from the sellers F2i SGR S.p.A. and Finavias S.à.r.l., subsequently, on 16 April 2025, the reverse stock split of 2i Rete Gas shares took effect, through which Italgas reached 100% ownership of the company’s shares; ii) the merger of Acqua into Nepta with accounting and tax effects from 1 January 2025; iii) the merger by incorporation of 2i Rete Gas into Italgas Reti on 1 July 2025; iv) the transfer of the IT business unit of 2i Rete Gas to Bludigit, including the equity investment in IG Rete Dati.
Below is the structure of the group.
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Contents of the Integrated Annual Report

Directors’ Report |
Letter to Shareholders and Stakeholders | Page 11
2025 Highlights | Page 13
Methodological note - Integrated Annual Report 2025 | Page 15
1. Italgas profile |
1.1 Corporate identity | Page 18
1.2 External context, markets and Italgas stock | Page 19
1.3 Ownership structure | Page 23
1.4 SRI indexes and ratings | Page 25
2. Governance and risks |
2.1 Governance | Page 27
2.2 Risk Management | Page 28
2.3 Internal control system | Page 33
2.4 Ethics and compliance | Page 35
3. Operating performance |
3.1 Main events | Page 46
3.2 Key figures | Page 50
3.3 Infrastructure | Page 52
4. Comment on the results and other information |
4.1 Comment on the economic and financial results | Page 54
4.2 Comment on the economic and financial results of Italgas S.p.A. | Page 67
4.3 Non - GAAP Measures | Page 71
4.4 Other information | Page 82
5. Operating segment operating performance |

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5.1 Gas distribution sector | Page 86
5.2 Water Service Sector | Page 96
5.3 Energy efficiency sector | Page 99
6. Business Outlook | Page 100
7. Consolidated Sustainability Statement |
7.1 General information | Page 102
7.2 Environmental information | Page 125
7.3 Social information | Page 160
7.4 Governance information | Page 193
Management Certification of the Consolidated Sustainability Statement | Page 201
Independent Auditors' Report | Page 202
Consolidated Financial Statements |
Financial statements | Page 208
Notes to the Consolidated Financial Statements | Page 214
Statements from Management and Consolidated Financial Statements Certification | Page 288
Independent Auditors' Report | Page 289
Annexes to the notes to the consolidated financial statements |
Companies and equity investments of Italgas S.p.A. as at 31 December 2025 | Page 300

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Directors’ Report
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Letter to Shareholders and Stakeholders
2025 represented a defining moment for Italgas. The acquisition and subsequent integration of 2i Rete Gas, completed in just 90 days, not only expanded the Group’s scale but gave rise to a new industrial reality which, by virtue of its size and significance, is positioned as the operator of a strategic infrastructure for the country and as a European and global reference point in gas distribution. This new structure further consolidates its role as a technological benchmark and strengthens Italgas’ capacity to assume the function of an enabling platform for the energy transition in Italy, Greece and Europe, through smart networks, a range of technological solutions and increasingly resilient systems.
This evolution made it possible to respond promptly to the changes in the operating environment experienced during the year. Events affecting the European energy landscape contributed to redefining the concept of energy security. The blackout that affected Spain in April, with repercussions also in France and Portugal, made clear a point we have long maintained: there is no single solution for the energy transition. The increase in the share of wind and photovoltaic generation, while essential, inevitably increases system rigidity, making it necessary to develop flexible and redundant infrastructures. It is no coincidence that this awareness coincided with an increase in gas demand in several European countries, including Italy, confirming the structural role of molecules in maintaining system balance.
In this context, we reiterate the importance of the principle of technological neutrality. Only by placing all technologies in a position to compete and collaborate – electric and molecular, digital and infrastructural – can we accelerate the path towards net zero and, at the same time, strengthen the resilience of energy systems. Our experience clearly demonstrates that the gas network – smart, digital and ready to accommodate renewable molecules – is not a legacy of the past but a strategic asset for energy security and for effective and sustainable decarbonisation.
The commitment to innovation is increasingly embedded across the organisation. The programme for the adoption of Artificial Intelligence and GenAI, already an integral part of operational processes, has delivered significant progress: predictive models that calculate the life cycle of meters with a high degree of accuracy, algorithms to optimise field interventions and digital platforms that enhance safety, service quality and emissions reduction. We are building infrastructures capable not only of distributing energy but also of learning, anticipating and responding.
We further reaffirmed our role as enablers of the transition with the commissioning of Hyround, the green hydrogen production plant designed and built by Italgas in Sardinia: a pilot project of limited scale that
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demonstrates how sector coupling is already a reality capable of integrating electrons and molecules, enhancing their complementarity and generating new development paths for local areas. The same approach underpins the growth of biomethane. With plants already connected to the network and others under development, Italgas plays a leading role in a transformation that combines circular economy principles, the enhancement of agricultural supply chains and a reduction in energy dependence on foreign sources.
We have implemented the commitments undertaken in the water sector and in energy efficiency. Digital technologies are also proving decisive in reducing network losses and energy consumption, as well as improving service quality, thereby generating lasting value.
Overall, 2025 was the year in which we further raised the bar of our objectives. Also as a result of the 2i transaction and of the expected synergies, including those achieved to date, economic and financial indicators reflect the Group’s strong solidity and its ability to combine growth and sustainability.
We recognise the responsibilities arising from our role and the expectations associated with our daily activities. We will continue to address challenges with determination and vision, confident that Italgas can make a decisive contribution to the country’s sustainable development, to security of supply and to a transition that is fair, reliable and competitive.
With total revenues and other income adjusted of 2,484.2 million euro and an adjusted net profit attributable to the Group of 674.5 million euro, 2025 confirmed your Company's steady growth trend. These results were achieved thanks to the contribution of all Italgas people, who successfully combined change with innovation and continuous improvement. These results enable us to propose the distribution of a dividend of 0.432, an increase of 13.3% compared with 2024 1 , for the satisfaction of our Shareholders.
PAOLO CIOCCA
Chairperson & Non-Executive Independent Director
PAOLO GALLO
Chief Executive Officer and General Manager
1 The 2024 dividend was adjusted to take into account the so-called “bonus element” of the rights issue, applying the K coefficient announced by Borsa Italiana on 30 May 2025. The percentage change between the 2025 dividend and the 2024 dividend (0.406 euro per share), excluding the adjustment, is 6.4%.
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2025 Highlights
Consolidated economic and financial highlights 2 3
- Total revenues and other income 2,535.4 million euro, +45.7% compared to 2024;
- Total revenues and other income adjusted 2,484.2 million euro, +39.7% compared to 2024;
- Adjusted EBITDA 1,883.4 million euro, +39.4% compared to the 2024 result;
- Synergies and efficiency gains for 35 million euro 4 , 14% of the target by 2031;
- Adjusted EBIT 1,205.9 million euro, +46.9% compared to the 2024 result;
- Adjusted net profit attributable to the Group 674.5 million euro , +33.1% compared to the 2024 result;
- Investments 1,203.6 million euro (887.0 million euro in 2024);
- Rab 15.7 billion euro;
- Cash flow from operating activities 1,625.1 million euro (1,098.7 million euro in 2024);
- Net financial debt (excluding the effects of IFRS 16 and IFRIC 12) 10,733.8 million euro (6,672.3 million euro on 2024);
- Net financial debt 10,867.8 million euro (6,762.8 million euro on 2024);
- Proposed dividend of 0.432 euro per share , an increase of +13.3% 5 compared to the dividend paid in 2025, equivalent to a 65% payout.
Operating highlights 6
- Distribution network laid during the year 960 km for an overall length of approximately 156,655 km;
- Municipalities with gas distribution service concessions increased to 4,338 (2,099 as at 31 December 2024), of which 4,245 operating (2,024 as at 31 December 2024);
- Approximately 12.9 million active re-delivery points and the leading European operator ;
- Around 6,300 km of drinking water network and approximately 2,600 km of sewage network managed ;
- Approximately 6.3 million inhabitants served directly and indirectly in Lazio, Sicily and Campania through the water transport and distribution network.
2 For the economic and financial analyses for the financial year 2025, the company considered the adjusted results, i.e. recurring results net of non-cash components, to be more representative comparing them with the adjusted recurring results for the financial year 2025.
3 The consolidated economic and financial highlights and operational highlights reflect the effects of the consolidation of the 2i Rete Gas Group on 1 April 2025.
4 Synergies and efficiency gains are calculated by taking into account the 2023 baseline and on a like-for-like basis, thus including the 2i Rete Gas Group for 12 months.
5 The 2024 dividend was adjusted to take into account the so-called “bonus element” of the rights issue, applying the K coefficient announced by Borsa Italiana on 30 May 2025. The percentage change between the 2025 dividend and the 2024 dividend (0.406 euro per share), excluding the adjustment, is 6.4%.
6 Considering the affiliates over which Italgas does not exercise control.
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Sustainability highlights 7
- Market-based Scope 1 and 2 emissions: 114.7 10 3 tCO 2 eq, -3.8% - Gas distribution, “like for like” 8 ;
- Net energy consumption 9 : 355.0 TJ, -6.0% - Gas distribution, “like for like” 10 ;
- Gas Leakage Rate 11 : 0.051% , compared to 0.069% – gas distribution, “like for like” 12 ;
- Networks inspected annually for gas leaks into the atmosphere 13 : 183% in 2025 compared with 154% in 2024 (gas distribution business, 2024 like-for-like basis), 141% in 2025 including the former 2i Rete Gas network;
- 34.3% of women in top management 14 ;
- Combined accident index for employees and contractors 15 : 0.073 ;
- 50 average hours of training per capita provided 16 , +11% compared to 2024.
7 Sustainability highlights referring to the scope of the Group's consolidated companies, in line with what is stated in the section related to the scope of the Consolidated Sustainability Report, unless otherwise specified.
8 Same scope as 2024. Also considering the contributions of the water service business and the former scope of 2i Rete Gas (151.1 10 3 tCO 2 eq), total Group emissions in 2025 were 265.8 10 3 tCO 2 eq.
9 This refers to total energy consumption, from which any self-produced electricity consumption is subtracted.
10 Same scope as 2024. Also considering the contributions of the water service business and the former scope of 2i Rete Gas and the consumption of self- generated renewable energy for the rest of the Group (669.8 TJ), total Group consumption in 2025 was 1024.8 TJ.
11 Calculated as the ratio between fugitive emissions of natural gas and volumes of gas distributed.
12 Like for like 2024, only Italy.
13 Value calculated as the ratio between the linear extension of the networks inspected in the calendar year and the total extension of the Group's gas networks.
14 The definition of Top Management includes the levels -1 and -2 reporting to the Chief Executive Officer.
15 Measured as the product of the frequency index (number of accidents per million hours worked) and severity index (number of days of absence per thousand hours worked) of accidents recorded at Group and contractors level during the year.
16 The target refers to the scope of the Group companies consolidated as of 31 December 2025. The training hours for personnel from 2i Rete Gas refer to the period from 1 April to 31 December.
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Methodological note - Integrated Annual Report 2025
Objectives of the document
The Italgas Group (hereinafter also referred to as “Italgas” or the “Group”) has presented the annual financial report in the form of an Integrated Annual Report (hereinafter also referred to as the “Report” or the “Integrated Report”) as a tool for the reporting of financial and non-financial data. It consists of the Directors’ Report including the Consolidated Sustainability Statement, the Consolidated Financial Statements and the Separate Financial Statements of Italgas S.p.A..
The Separate Financial Statements and the Consolidated Financial Statements have been prepared in accordance with the International Accounting Standards IAS/IFRS issued by the International Accounting Standards Board (IASB) and published in the Official Journal of the European Community.
With this document, the Italgas Group also intends to respond to the provisions of the Legislative Decree 125/2024, issued in order to implement Directive (EU) 2022/2464, which provides for the introduction of the Corporate Sustainability Reporting Directive (CSRD), confirming the sustainability reporting obligation for companies indicated by the Directive itself. This provides for the adoption of the European Sustainability Reporting Standards (ESRS), developed by the European Financial Reporting Advisory Group (EFRAG), to ensure greater comparability and reliability of sustainability information.
The Integrated Annual Report makes it possible to provide stakeholders with an accurate, extensive and transparent report of the Group’s activities, the results achieved and their progress, in addition to the services provided.
A glossary of financial, commercial and technical terms, as well as units of measurement, is available online at https://www.italgas.it/en/glossary/ .
Reference framework and reporting standards
In relation to the financial information, the Italgas Integrated Annual Report was prepared using the following references:
• International accounting standards (IAS/IFRS);
• Italian Legislative Decree no. 58 of 24 February 1998, as amended (“Consolidated Law on Finance” or “TUF”);
• Regulation (EC) No. 1606/2002;
• Italian Legislative Decree no. 125/2024, implementing Directive (EU) 2022/2464, which includes the European Sustainability Reporting Standards (ESRS).
1. Measured as the product of the frequency rate (number of injuries per million hours worked) and the severity rate (number of lost days per thousand hours worked) of injuries recorded at the Group level during the year.
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The document is published annually and is available in the Investors section of the Italgas website (https://www.italgas.it/en/investors/reports-and-presentations/).
Financial consolidation scope
As at 31 December 2025, Italgas exercises control (directly or indirectly) and fully consolidates Italgas Reti, Medea, Acqua Campania, Laboratorio Acqua Campania, IG Rete Dati, Cilento Reti Gas, Toscana Energia, Nepta, Idrolatina, Idrosicilia, Geoside, Bludigit, Italgas Newco, Enaon and Enaon EDA.
The jointly controlled companies Metano Sant’Angelo Lodigiano and Servizi Energetici IG, as well as the associates Umbria Distribuzione Gas, Gesam Reti, Energie Rete Gas, Siciliacque, Acqualatina and Melegnano Energia Ambiente, are accounted for using the equity method, while Reti Distribuzione and Picarro are measured at fair value.
Changes in the scope of consolidation are illustrated under the Chapter entitled Italgas Group Structure as at 31 December 2025.
Reporting scope of the Consolidated Sustainability Statement
The reporting boundary of the Consolidated Sustainability Statement refers to the companies consolidated using the line-by-line method indicated in the previous paragraph. For the companies over which the Group has operational control 17 , namely the companies Siciliacque and Acqualatina, the document includes information on market-based Scope 1 and Scope 2 (as required by the CSRD) GHG 18 emissions and the Group targets related to consumption, market-based Scope 1 and Scope 2 GHG emissions.
Reporting process
Preparation of the Italgas Integrated Annual Report involved across-the-board engagement of all Italgas Group companies, departments and divisions and the performance of the following activities:
• identification of the reporting boundary for financial and sustainability information;
• preparation and analysis of the double materiality required by the CSRD;
• collecting and consolidating the data and preparing the draft Integrated Annual Report;
The process is completed with the approval (on 03 March 2026) by the Board of Directors of the Integrated Annual Report and the Draft Financial Statements as at 31 December 2025 and the subsequent approval, which will take place on 21 April 2026, by the Shareholders' Meeting of the Financial Statements, supported by the reports of the independent auditing firm appointed.
17 In compliance with DR E1-6 “Gross Scopes 1, 2, 3 and total GHG emissions". Operational control (over an entity, site, operation or asset) occurs when the enterprise has the ability to direct the activities and operational relationships of the entity in question.
18 Greenhouse Gas, hereinafter GHG.
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In particular, the reports issued by the auditing firm Deloitte & Touche S.p.A. are included in this document, and are as follows:
• Report of the independent Auditors on the limited review of the consolidated sustainability reporting pursuant to Article 14-bis of Legislative Decree No. 39 of 27 January 2010;
• Reports in accordance with Article 14 of Italian Legislative Decree no. 39 of 27 January 2010 and Article 10 of Regulation (EU) No 537/2014, drawn up in relation to the financial information in the Consolidated Financial Statements and Financial Statements.
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1. Italgas profile
1.1 Corporate identity
The Italgas Group is the leading operator in natural gas distribution in Italy and Greece. At the end of 2025, through its companies 19 , it manages 156,655 kilometres of medium- and low-pressure gas distribution network, through which it distributed 11,409 million cubic metres of gas in 2025 to 12,867 million customers (re-delivery points). The service is provided in 4,193 Municipalities under concession in Italy and 145 in Greece, with a long- standing presence in major Italian cities, including Turin, Venice, Florence, Naples and Rome.
With 189 years of history, Italgas is now a global benchmark in terms of innovation and digitisation. In 2025, the Group reached a historic milestone in its long and distinguished history: with the acquisition of 2i Rete Gas, it became the leading European operator in the gas distribution sector.
With the 2025-2031 Strategic Plan, presented in October 2025, the Group confirmed its commitment to innovation, applied across all industrial and process areas, enabling it to anticipate future trends and translate them into key actions for the energy transition. The most advanced digital and artificial intelligence solutions are and will remain the main strategic levers to strengthen not only the gas distribution business but also activities in the water sector and in energy efficiency, two areas in which the Group is a leading player.
The Group’s business
The core business of Italgas is the gas distribution, which it carries out as part of the wider national system, involving the distribution of gas on behalf of sales companies authorised to sell the gas to end customers. In addition to the delivery service, carried out using the local pipeline networks from the city-gates (reduction and metering stations interconnected with the transmission networks), the company carries out the metering activity, which includes the collection, processing, validation and provision of consumption data in order to regulate commercial transactions between operators and users.
The operational activities of the gas distribution business are managed by the following subsidiaries:
• Italgas Reti S.p.A. operating nationwide
• Toscana Energia S.p.A. operating in Tuscany
• Medea S.p.A. operating in Sardinia
• Cilento Reti Gas S.r.l. operating in Campania
• Enaon, through its subsidiary Enaon EDA operating in Greece.
19 It includes the Parent Company, direct and indirect subsidiaries, associated companies and joint ventures.
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In Italy, Italgas is subject to regulation by the Italian Regulatory Authority for Energy, Networks and Environment (also referred to as the Authority or ARERA), which defines both how to conduct the service and the tariffs for distribution and metering. The gas distribution business is carried out under concession. An equivalent regulatory function is carried out in Greece by the Regulatory Authority for Energy, Waste and Water (RAEWW).
The Italgas Group also operates:
• in the management under concession of the water service of 5 municipalities in Campania through Nepta S.p.A. and of 38 municipalities in ATO 4 - Lazio Meridionale through Acqualatina S.p.A., in the collection, storage, purification and adduction service in the Region of Sicily through Siciliacque S.p.A., in the collection, purification, adduction and transportation of drinking water in the Region of Campania through Acqua Campania S.p.A;
• in the energy efficiency services sector through Geoside S.p.A., its ESCo (Energy Service Company) specialised in energy consulting and the supply of energy services to both the private residential and industrial sector and the public administration sector;
• in Information Technology activities, through Bludigit S.p.A., a company in which all the Italgas Group’s IT activities have been concentrated. This company offers proprietary digital solutions, making the skills and digital solutions developed in-house and by its subsidiary IG Rete Dati S.r.l. available to other operators both in the energy sector and in other sectors.
1.2 External context, markets and Italgas stock
In recent years, the international energy debate has undergone a profound evolution, bringing interconnected issues such as decarbonisation, security of supply and the competitiveness of economic systems to the forefront of the agenda. The intensification of geopolitical tensions and the growing exposure of energy systems to the effects of climate change have highlighted the need for a transition pathway based on reliable and flexible solutions. In this context, the inherent variability of non-dispatchable renewable sources, such as wind and solar, requires the availability of assets capable of ensuring system continuity and stability. Molecules, such as natural gas, biomethane and hydrogen, play a key balancing role during this phase of transition, helping to reduce emissions compared with other fossil fuels while ensuring operational flexibility and energy security. For this reason, developing and upgrading gas infrastructure, including for the progressive integration of renewable gases, is essential to support the path towards climate neutrality without compromising the resilience and competitiveness of the energy system, in line with a pragmatic and technology-neutral approach.
Italgas’ strategy aims to develop an efficient and flexible infrastructure capable of accommodating different gases, including renewable gases such as biomethane and green hydrogen, while ensuring continuity of service and safety for all customers served. This is underpinned by the Group’s innovation capability and its digital transformation of processes, assets and people, launched as early as 2017.
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With a stock market performance of over 300% since its listing (in terms of total shareholder return), Italgas has demonstrated its ability to continue its development and transformation path. It has supported the national economy and contributed to economic recovery through significant technical and acquisition investments amounting to 14.3 billion euro from 2017 to 2025, while playing a leading role in the energy transition process. 2025 represents a turning point in the history of the Group and of the gas distribution market in Italy, marked by the completion of the historic transformative acquisition of the country’s second-largest operator, 2i Rete Gas, and its integration in record time, resulting in the Group becoming the European leader in gas distribution.
Macroeconomic scenario and market trends
In financial markets, 2025 marked a more consolidated phase in the dynamics that had emerged in previous years. Inflation rates continued to decline from the peaks recorded in previous years, albeit with differences across geographic areas, consolidating overall and enabling the major central banks to proceed cautiously with the gradual normalisation of monetary policy. However, this phase developed in a context still characterised by high geopolitical uncertainty, linked both to the continuation of regional conflicts and to rising trade and technological tensions at global level.
On the macroeconomic front, global growth showed moderate but uneven resilience. The United States recorded relatively solid performance, supported by consumption and investment related to innovation and large technology companies, while the main emerging economies, in particular India and Brazil, maintained growth rates above the global average. China, by contrast, recorded more moderate expansion, reflecting the persistent fragilities of the real estate sector and a structural rebalancing of its growth model. In Europe, 2025 was marked by weak growth below expectations, weighed down by subdued domestic demand and a fragmented political environment in several key countries.
The gradual but continuous decline in inflation prompted the major central banks to continue easing the restrictive monetary measures introduced from 2022 in response to the inflationary pressures that followed the COVID-19 crisis. In the first half of the year, the European Central Bank (ECB) further reduced its refinancing and deposit rates to 2.0-2.15%, down by 100 bps compared with the reference level at the end of 2024, before suspending further cuts once the 2% inflation target had been reached. The Federal Reserve (Fed) followed a similar approach, albeit with a different timeline, concentrating rate cuts in the second part of 2025 and subsequently adopting a more cautious stance, reflecting the greater resilience of economic data and a partial resurgence of inflation during the summer months. The Fed Funds rate was reduced from 4.25-4.50% at the end of 2024 to 3.50-3.75% at the end of 2025, a decrease of 75 bps.
During the year, the BTP-Bund spread narrowed further, supported by the stability of the Italian political framework and a prudent fiscal approach, in contrast to the growing political uncertainty in some core Eurozone economies, particularly France, and the increases in military spending announced by Germany. The yield on ten-year Italian government bonds remained broadly stable at 3.5% over the course of the year, at its lowest
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level since 2022, while equivalent German government bonds rose from 2.36% to 2.85%, narrowing the spread to below 70 bps, a level close to the historical lows of the past 20 years.
After 2024, which had been characterised by a significant increase in gas prices in Europe due both to geopolitical tensions and to unfavourable winter weather conditions that reduced regional storage levels, the situation progressively normalised in 2025. This reflected increased import capacity from sources other than Russia, particularly from the southern Mediterranean and through LNG regasification, as well as the gradual easing of geopolitical tensions on the Russian-Ukrainian front following the start of peace negotiations. At the end of 2025, the TTF price, the benchmark index for the European natural gas market, closed below €30/MWh, down 42.5% compared with levels at the end of 2024 and close to pre-crisis levels.
Oil followed a similar trend, declining by around 20% over the course of 2025 and closing at 60 dollar per barrel, showing a steady downward trajectory during the year, apart from a brief upward fluctuation linked to geopolitical escalation in the Middle East in June. The gradual slowdown in economic growth expectations, particularly in China, combined with the decision by OPEC+ members to maintain existing production levels, were the main factors behind the decline in oil prices during 2025.
In Europe, inflation continued its downward trend in 2025, which had already been underway for several years, with a gradual stabilisation close to the target level set by the main economic institutions, closing in December at 1.9% year on year compared with 2.4% recorded in December 2024. In the United States, by contrast, inflation followed a more volatile pattern, declining in the early months of the year due to slower growth and uncertainties related to the implementation of protectionist trade policies and tariffs, followed by a rapid rebound during the summer months driven by higher housing and services costs, before partially retreating towards the end of the year and closing in December 2025 at 2.7%, compared with 2.9% in the same period of 2024.
Geopolitical developments, combined with a partial divergence in monetary policies during 2025, contributed to a depreciation of over 10% in the dollar against the euro, with the EUR/USD exchange rate moving from 1.035 to 1.17, reversing the trend of previous years.
2025 Trend and Italgas share
During 2025, the Stoxx Europe 600 equity index rose by 20.7%, while the US S&P 500 index increased by 17.9% (for both indices, performance is expressed in terms of total shareholder return, i.e. adjusted for dividend distribution and reinvestment 20 ). Market performance was characterised by high volatility in the first part of the year, driven by the introduction of protectionist trade policies and tariffs by the United States, partially reduced compared with the initial announcement. In the second part of the year, markets moved into an upward trend, supported in part by the gradual easing of tensions on some of the main active war fronts, including the Russian- Ukrainian and Israeli-Palestinian conflicts, combined with the overall resilience of the macroeconomic environment and the easing of restrictive monetary policies by the Fed in the United States.
20 As calculated by Bloomberg.
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At country level, with an increase of over 38%, Milan’s FTSE MIB was among the best-performing national indices in Europe, supported by its greater exposure to the banking sector, which benefited from interest rate dynamics, and by the reduction in perceived political risk thanks to the stability of the current government and a prudent fiscal policy. Among the main European indices, the FTSE MIB was surpassed only by Madrid’s IBEX 35 index, which rose by 55.3%, and outperformed all other major eurozone indices, including Frankfurt’s DAX, up 23.0%, and Paris’s CAC, up 14.3%, the latter negatively affected by prolonged political uncertainty and an increase in perceived country risk due to an excessive budget deficit.
At sector level, the Euro Stoxx Utilities index advanced by over 40%, with utilities ranking as the second-best performing sector in Europe, immediately after banking. This positive performance was mainly driven by favourable interest rate developments and by several sector-specific factors, including the need for a strong acceleration in investment in regulated utilities, made even more evident following the blackout in Spain and subsequently reflected in the business plans of numerous operators in the sector. In the second half of the year, integrated operators benefited from improved expectations for growth in baseload electricity demand from data centre developers, who are also assessing potential development opportunities in Europe. Conversely, the uncertainty linked to the changed geopolitical landscape in the United States, particularly for certain sectors such as offshore wind, negatively affected operators with greater exposure to these technologies in the region. With reference to the gas sector, over the course of the year the sector regained a central role in the energy debate, making it increasingly evident that efficient and secure infrastructure for the transport and distribution of gas is necessary to ensure the stability of energy systems and, at the same time, safeguard the competitiveness and affordability of energy for businesses and households.
With reference to the other sectors of the Eurozone, the banking sector (+76.7%) once again ranked at the top among the best performers, benefiting from the resilience of the macroeconomic scenario despite the increase in geopolitical tensions, as well as from the favourable movement of interest rates during the year. Also noteworthy was the positive performance of the commodities sector (+32.5%), driven by favourable price dynamics, particularly in industrial and precious metals, resulting from the recovery in industrial demand and rising geopolitical tensions. Among the worst-performing sectors in 2025 were the media sector (-12.8%), affected by long-term structural pressures; the chemicals sector (-4.29%), particularly exposed to trade tariffs introduced in the United States; and the automotive sector (-0.4%), which in Europe continues to be impacted by uncertainty in the regulatory framework related to emissions reduction, combined with increasingly strong competition from Chinese manufacturers.
The Italgas share closed 2025 at 9.515 euro, recording an increase of 98.2%, adjusted for the ex-dividend effect of 0.406 euro per share in May and for the rights issue carried out in June. From the date on which it was listed in November 2016 to the end of 2025, the total shareholder return is 302% 21 .
21 As calculated by Bloomberg.
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During the year, the average daily trading volume of the Italgas stock on the electronic market of the Italian Stock Exchange was over 3.1 million shares.
Comparison of the quotes Italgas, FTSE MIB and EURO STOXX Utilities (1 January 2025 - 31 December 2025, figures adjusted for dividends)
1.3 Ownership structure
The share capital of the Company as at 31 December 2025 consisted of 1,015,686,402 shares without par value, giving a share capital value of 1,257,354,634.08 euro.
As at 31 December 2025, based on the shareholders’ list, the information available and the notices received pursuant to Article 120 of the Consolidated Finance Act, the owners of significant equity investments are represented below.
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CONSOLIDATING COMPANY | SHAREHOLDERS | % OWNERSHIP
. Italgas S.p.A. | CDP Reti S.p.A (*) (**) | 25.9
Snam S.p.A. | 11.4
Lazard LLC | 9.2
Blackrock Inc.. | 3.3
Banca D’Italia | 1.3
Other institutional shareholders | 39.6
Retail shareholders | 9.2

(*) On 1 August 2019 the Board of Directors of CDP S.p.A., also with a view to considering the control guidelines contained in Consob Communication no. 0106341 of 13 September 2017, reclassified its equity investment in Italgas as de facto control pursuant to Article 2359, subsection 1, no. 2) of the Italian Civil Code and Article 93 of the TUF, exercising control through CDP Reti with, at the time, a 26.05% equity holding and through Snam with, at the time, a 13.50% equity holding. CDP does not exercise direction and coordination activities over Italgas pursuant to Article 2497 et seq. of the Italian Civil Code.
(**) A shareholders' agreement between Snam, CDP Reti and CDP Gas was signed on 20 October 2016, effective from the date of the demerger of Italgas S.p.A. on 7 November 2016. With effect from 1 May 2017, CDP Gas was merged into CDP. Subsequently, on 19 May 2017, CDP sold to CDP Reti, inter alia, its equity investment in Italgas S.p.A., equal to 0.969% of Italgas S.p.A.'s share capital. CDP Reti is 59.1% owned by CDP, 35% by State Grid Europe Limited - SGEL, a company of the State Grid Corporation of China group, and 5.9% by a number of Italian institutional investors. On 1 August 2019, the shareholders' agreement was further updated to take account of the aforementioned re-qualification of the shareholding. The shareholders' agreement is for three years and is automatically renewed for further three-year periods, unless one of the parties gives 12 months' notice. Given such forecast, in November 2019 and November 2022 the shareholders' agreement was renewed. On 21 March 2023, Snam and CDP Reti signed an amendment to the Italgas Shareholders' Agreement.
Italgas Shareholders by type of investor
Italgas Shareholders by geographical area
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1.4 SRI indexes and ratings 22
The integration between the Strategic Plan and the Sustainable Value Creation Plan is reflected in the commitment to improving all aspects of sustainability, from combating climate change to generating shared value for all stakeholders.
The leading sustainability rating agencies also confirmed the Group among the top performers in its sector in 2025. The Italgas share was included in numerous SRI indices that assess listed companies worldwide which stand out for the consistent achievement of high sustainability performance.
22 Socially Responsible Investing (SRI).
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Among the results achieved, in December Italgas improved its score in the Corporate Sustainability Assessment (CSA) questionnaire by S&P Global, increasing it to 92 out of 100 (score date 13 December 2025), ranking first for the fourth consecutive year in the Gas Utilities sector. In February 2025 and February 2026 Italgas was reconfirmed in the Sustainability Yearbook, in the “Top 1% S&P Global ESG Score” category.
CDP (formerly known as the Carbon Disclosure Project) recognised Italgas as one of the companies that stand out internationally for the strategies and actions implemented to combat climate change. In 2025, the Italgas Group was reconfirmed in the “A-list”, among the leaders in the fight against climate change (result based on data acquired through the “Climate Change 2025” questionnaire); regarding the “Water security” section of that questionnaire, the Group obtained a B rating.
Since 2017, the Italgas share has been included in the FTSE4Good index series, where in 2025 it received a sustainable performance score of 4.4 out of a maximum of 5, improving on the previous result and confirming the Company above the average of Italian companies and above the international sector average.
In April 2025, MSCI confirmed the “AA” sustainability rating for Italgas (MSCI ESG Rating), while in May ISS assigned Italgas a score of B+ and Prime rating status under the ISS ESG Corporate Rating. For ISS, Italgas remains the leading utility in the sector.
In August, Sustainalytics confirmed Italgas’ low-risk rating, assigning an ESG Risk Rating of 15.0 (a lower score indicates lower risk). This confirms the assessment of “Low risk” of experiencing material financial impacts from ESG factors.
Since October 2021, the Italgas share has been included in the MIB ESG index, the first blue-chip index in Italy to include companies listed on the Italian market that stand out as “best in class” in the Environmental, Social and Governance (ESG) area. Italgas is also included in the ESG indices of Euronext, MSCI, Bloomberg and Stoxx.
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2. Governance and risks
2.1 Governance
The elements underlying Italgas' governance system are highlighted below. More information is provided in the “CSRD” chapter below and is published annually in the Investors section on governance on Italgas' website (https://www.italgas.it/en/investitori/governance/governance-italgas/).
Italgas has adopted the so-called traditional administration and control system 23 , which envisages the presence of the Board of Directors and Board of Statutory Auditors, in office for three financial years, as well as the Shareholders’ Meeting and the Independent auditing firm. The corporate governance system is defined by the Board of Directors in compliance with the provisions of the Italian Civil Code, the regulations to which the Company is subject as a listed Issuer, the unbundling regulations, and the Corporate Governance Code of Borsa Italiana S.p.A., with reference to national and international best practices.
The Corporate Governance Code places growing attention on sustainability issues and requires the Board to guide the company in the pursuit of “sustainable success”, creating long-term value for shareholders while considering the interests of stakeholders, rather than shareholders, who have a significant role in guaranteeing the long-term sustainability of the market sector in which the company operates.
For more information please refer to the Report on the Corporate Governance and Ownership Structure of Italgas for the 2025 financial year (“Corporate Governance and Ownership Structure Report”), drawn up pursuant to Article 123-bis of Italian Legislative Decree no. 58 of 24 February 1998 (“TUF”) and published on the Company's website https://www.italgas.it .
Independent auditing firm
External auditing is entrusted in accordance with the law to an independent auditing firm entered in the relevant register and appointed by the Shareholders' Meeting on the reasoned proposal of the Board of Statutory Auditors. The assignment for the period 2020-2028 was awarded to the independent auditing firm Deloitte & Touche S.p.A. by the Shareholders' Meeting of 12 May 2020.
As statutory auditor, Deloitte & Touche S.p.A. also prepares the declaration of conformity on sustainability reporting in accordance with the provisions of Article 11 subsection of Legislative Decree no. 39/2010.
Shareholders’ agreements
As regards the shareholder agreements pursuant to Article 122 of the TUF of which Italgas is aware, two shareholder agreements are currently in force, i.e. the Italgas Shareholders' Agreement, entered into on 20 October 2016 by Snam S.p.A., CDP Reti S.p.A. and CDP Gas S.p.A., and the CDP Reti Shareholders'
23 In applying the so-called traditional system of administration and control, the one-tier system and the two-tier system do not apply.
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Agreement, entered into by CDP S.p.A., State Grid Europe Limited and State Grid International Development Limited on 27 November 2014. For further information on shareholders' agreements, see the Corporate Governance and Ownership Structure Report, as well as the relevant section of the Group's website: https://www.italgas.it/en/investors/title-shareholding/shareholders-agreements/.
2.2 Risk Management
Italgas has an Internal Control and Risk Management System integrated into the organisational, administrative and accounting structure and, more generally, a corporate governance system that ensures compliance with the laws and company procedures, protects the company assets and contributes to the management of activities, providing solidity to the accounting and financial data processed.
The Enterprise Risk Management (ERM) Department oversees the integrated enterprise risk management process for all Group companies. The main objectives of ERM are to define a homogeneous andtransversal risk assessment model, identify priority risks, ensure consolidation of the mitigation actions and develop a reporting system. The ERM methodology adopted by the Italgas Group is in line with the reference models and the existing international best practices (in particular, the 2017 COSO framework related to Enterprise Risk Management, issued by the Committee of Sponsoring Organizations of the Treadway Commission, and ISO 31000:2018). The process for the identification, assessment, measurement and management of the risks is carried out at least annually on the basis of the relevance of the risk and any changes in context. With reference to strategic risks, the ERM Department, in coordination with all relevant departments, carries out a specific in-depth analysis of risks,opportunities and uncertainties related to the Strategic Plan. The analysis allows estimation of the overall volatility of the defined economic and financial targets and evaluation of the level of resilience of the Strategic Plan. The “Strategic Plan” document, which has been approved by the Board of Directors of Italgas S.p.A., contains the output of this analysis.The Enterprise Risk Management Department draws up specific reports onthe identification, assessment and management of risks and shares them with the different company levels. The risks are updated once a quarter, half-year or year, depending on their relevance. The results found in relation to the main risks and related management plans are presented to the Control and Risk and Related Party Transactions Committee at each updating. Moreover, the mapping of risks and the relative management strategies are presented periodically to the Board of Statutory Auditors and the Supervisory Body of Italgas and to the Boards of Statutory Auditors and the Supervisory Bodies of the Subsidiaries.
The Officer Responsible and the Internal Audit department periodically receive the results of the risk assessments performed by the ERM department.The table below shows the main risks mapped in the ERM process being monitored and the main management methods.
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Category | Risk | Description | Main methods of management
Strategic/business-related | Changes in regulation and legislation | Risk of changes in the regulatory and institutional context in Europe or nationally. Risk of a penalising update of the rate of return on net invested capital recognised by the Regulator. | - Active participation in the consultations called by the Regulator - Active participation in consultations called by the Italian Government or by European Community organisations on relevant topics - Guidance aimed at defining unified trade positions
Strategic/business-related | Climate Change | Physical risk: increased frequency of extreme natural events. Emerging risk 24 : Physical risk: increase in average temperatures. Emerging risk: Transition risk: change in the legal and regulatory environment for greenhouse gases. Emerging risk: Transition risk: technological evolution that may have a negative impact on the number of active re-delivery points served. | - Countermeasures as described in the “Service continuity: malfunctioning, accidents or extraordinary events” risk - Targets for reducing net greenhouse gas emissions (Net Carbon Zero target by 2050) and net energy consumption - Use of Picarro Surveyor technology - Process of transforming the network into digital infrastructure to enable the distribution of gases other than methane, such as hydrogen, biomethane and e-gas - Joining the UN Global Compact and the OGMP 2.0 of the UNEP - Carrying out energy efficiency projects and investments in the water and energy efficiency sectors - Actions intended to promote the development and dissemination of biomethane and power-to-gas technology
Strategic/business-related | Risks associated with the development and awarding of area tenders for the gas distribution service | Risk of not being awarded concessions in the planned areas or being awarded concessions with less favourable conditions. Risk of legal and/or arbitration disputes deriving from the complexity of the legislation that governs the expiry of the concessions held by Italgas. Risk that the redemption value of the concessions for which, following the assignment process, a third party is an assignee is lower than the value of the RAB. | - The existing legislation states that, in the event of failure to be awarded concessions previously managed, the outgoing operator is entitled to the redemption value for the networks it owns - Monitoring of legislative changes and evaluation of the potential impacts on the tender process - Planning of the Tender calendar and the bidding strategy integrated into the Group’s Strategic Plan - Critical analysis of the quality of the tender bid and implementation of improvement measures, including through use of external experts, organisations and universities
Strategic/business-related | Worsening of the geopolitical context | Risk of negative changes in the geopolitical context and/or atypical events with potential tensions on the financial markets, impacts on operating continuity and/or on health and safety of staff and/or on the supply chain. | - Group Security Operation Center (G-SOC) and central platform for correlation of information from security systems - Travel security and operational intelligence platform - Integrated Security Cloud Command Center and Physical Security Information Management - With reference to the Russia-Ukraine, Israel-Palestine conflicts and the geopolitical and military tensions in the Persian Gulf area, the absence of production activities, personnel and first- or second-tier suppliers in the areas concerned is confirmed, and no significant critical issues are reported in view of Ukraine’s decision not to renew the Russian gas transit agreement

24 Risk for which the potential effects for the company and/or sector refer to a medium to long-term time frame.
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Category | Risk | Description | Main methods of management
Financial | Credit Risk | Risk of potential losses arising from counterparties failing to fulfil their obligations or delayed payment of amounts owed. | - Rules for user access to the gas distribution service established by the Regulator and set out in the Network Codes - Strong reliability of gas distribution customers as at 31 December 2025: in Italy on average 98.0% of trade receivables are settled on the due date and more than 99.7% within the next 4 days in Greece on average 96.9% of trade receivables are settled on the due date and approximately all within the next 4 days
Financial | Changes in interest rates, inflation and deflation | Risk of fluctuations in interest rates. Risk that inflation remaining below the Group’s forecasts for a prolonged period may have negative effects on the value of the RAB and on expected regulated revenues. Risk of an unexpected increase in the inflation rate. | - High incidence of fixed-rate financial and bond debt (as at 31 December 2025, 79.8% of the gross financial debt was at a fixed rate and 20.2% was at floating rate) - Mix of external financial resources - Monitoring of the main economic and financial indicators
Financial | Liquidity Risk | Risk that new financial resources may not be available (funding liquidity risk) or that the company may be unable to convert assets into cash on the market (asset liquidity risk), meaning that it cannot meet its payment commitments. | - Countermeasures as described in the “Changes in Interest rate, inflation and deflation” risk - Adequate level of cash held in current accounts and fixed-term deposits with leading banks - The EMTN programme, in addition to funding from the banking system, which presently allow issue of the remaining bonds worth a nominal 5.0 billion euro to be placed with institutional investors
Financial | Credit rating risk | Risk of a downgrade in Italgas’ credit rating due to worsening in the economic and financial parameters or due to a downgrade of the rating of the Italian Republic. | - Countermeasures as described in the “Changes in Interest rate, inflation and deflation” risk - Constant dialogue with rating agencies
Financial | Debt covenant and default risk | Risk of failure to comply with financial covenants for existing loans (in some cases only when this is not remedied within a set time period), which could result in Italgas’ failure to comply and could trigger the early repayment of the related loan. | - Absence of financial covenants and/or collateral in the loan agreements (as at 31 December 2025, there were no loan agreements with these characteristics, except for the EIB loan taken out by Toscana Energia, for a nominal amount of 45 million euro, which requires compliance with certain financial covenants). - Monitoring of compliance with contractual clauses (negative pledge undertakings, pari passu and change of control clauses, limitations on some extraordinary transactions that the Company and its subsidiaries may carry out) (as at 31 December 2025, these commitments appear to have been respected)
Operational | Anomalies in smart meter performance | Risk of increased levels of malfunctioning of remote-reading meters with lost/failed reading of the use and/or requiring replacement or regeneration. | - Adoption of Nimbus, the new generation smart meter - Maintenance of an adequate fund to cover malfunctions - Issue of adequate guarantees by suppliers - Resolution ARERA/DINE 01/2023 which requires, for G4/G6 smart meters produced by 2016 and installed by 2018, the recognition of the residual tariff value - Audits on suppliers and supply tests

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Category | Risk | Description | Main methods of management
Operational | Service continuity: malfunctioning, accidents or extraordinary events | Risks of malfunctioning and unforeseeable distribution service disruptions from unintended events, such as accidents, breakdowns or malfunctioning of equipment or control systems, the underperformance of plants, and extraordinary events such as explosions, fires, earthquakes, landslides or other similar events beyond Italgas’ control. | - Third Party Liability Insurance and Asset Protection coverage - Communication campaigns, training and meetings to raise awareness - Command and Control Centre for Plants and Networks (CIR) - DANA (Digital Advanced Network Automation), network command and control system - Smart Maintenance: GIS model for the intelligent maintenance of Italgas networks - Scheduled gas leakage detection
Operational | Cyber attacks | Risks of cyber attacks on the IT (Information Technology), OT (Operational Technology) and IoT (Internet of Things) sectors. | - Cybersecurity insurance coverage - Bludigit ISO 27001 certification - Security measures to protect endpoints, access, information - Specific training on cyber risks - Phishing simulations for the Group’s employees - Secure Product Development Lifecycle process, regular IT and OT vulnerability assessment and penetration tests - Real-time monitoring of IT and OT systems using the Security Information and Event Management (SIEM) - Leading sector suppliers with maximum levels of security defined and monitored -“Cybersecurity Awareness for third parties” - Cyber Threat Intelligence
Operational | Risks associated with the health and safety of people and environmental protection | Risk of incidents and/or injuries involving employees and partner companies. Risk that Italgas may incur costs or liability, including to a significant extent, arising from any environmental damage. Risks associated with the spread of pandemics or new diseases. | - Insurance policies for “individuals” - HSE system certified according to international legislation - Monitoring of HSE legislation - Digital applications for reporting and recording “near misses” and for waste management - Communication campaigns and HSE awareness meetings and training sessions also with suppliers/contractors on HSE topics and for creating standardised operating procedures - Internal procedures providing for specific measures against suppliers/contractors in the event of non-compliance in the HSE field - Audits on contractors during qualification and activities - Activities to promote health and well-being - Specific actions for remediation activities, such as risk provision and audits of sites undergoing remediation, both internal and by third parties

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Category | Risk | Description | Main methods of management
Operational | Risks associated with human resources | Risks associated with the development of human resources, including resources in key roles leaving, lack of technical and specialist know-how, increase in the age of company personnel, drop in the level of satisfaction and/or increase in workplace disputes. | - Top Employers certification - Italgas Academy, Training courses in partnerships with universities, Multimedia platform with training initiatives - Knowledge transfer system - I-Grow Programme and Smart Rotation System - Succession plan for senior roles - UNI/PdR 125:2022 certification for gender equality - Survey on climate extended to all Group employees - Welfare system
Operational | Risks associated with the quality and level of service | Risk of non-compliance of the commercial levels of service for services to sales companies and/or risk of delayed or partial compliance with the obligations assumed. | - Continuous monitoring of Key Performance Indicators - Software for digital oversight of the investment process - Surveys at sales companies - Mapping the existing concession obligations, monitoring and activating for prompt interventions - Constant dialogue with contracting parties
Operational | Supply chain risks | Risks associated with the availability and cost of materials, services and supplies, the operating capacity and scalability and the reputational and compliance reliability (including respect for human rights) of the suppliers and contractors of the Group. | - Planning of procurement, analysis and monitoring of department KPIs - Economic-financial, reputational verifications and on-site technical and ESG checks for the Qualification purposes and ESG for Suppliers deemed Critical/Strategic - “Supplier Code of Ethics” - Standardised tender processes and regulations - ESG reward criteria during the tender phase, ESG audits and implementation of the Action Plan - Anti-mafia audits in tender procedures relating to special sectors - Supplier performance evaluation, including in terms of sustainability - Procurement diversification and scouting activities for innovative assets, produced with alternative materials
Operational | Unpredictable developments in commercially available artificial intelligence solutions | Emerging risk whose potential effects for the Company and/or the industry refer to a medium to long-term time horizon, associated with the evolution of AI models (Machine Learning and Generative Artificial Intelligence) commercially available, whose time-to-market and functionalities may be unforeseeable, and with the adoption and use by the Group. | - Presence of a dedicated department (Group Artificial Intelligence Office) aimed at leading the transformation, coordinating the various stakeholders involved in the deployment, overseeing the implementation and coordinating the digital transformation of the Group’s activities - Model training during the development phase and periodically updated - Testing during the development phase - Monitoring of model performance level in terms of accuracy and reliability
Legal and non-compliance | Risk of non-compliance and legislative changes | Risk of non-compliance with legislation at European, national, regional and local level with which Italgas must comply in relation to the activities that it carries out and/or risk of failure to intercept and transpose new regulations falling under the scope of application | - Internal control and risk management system and areas of responsibility defined in terms of compliance - Code of Ethics, Model 231, Policy for the prevention of and fight against corruption, ISO 37001 anti-bribery certification - ISO 37301 compliance system certification - Training for personnel on compliance issues - Analysis and monitoring of the reputational requirements of the Group’s counterparties - “Supplier Code of Ethics”

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Category | Risk | Description | Main methods of management
Legal and non-compliance | Difficulty of the supply chain in complying with future ESG regulatory standards | Emerging risk whose potential effects for the Company and/or the industry refer to a medium-term time horizon, associated with the worsening of ESG performance in the supply chain, due to the potential difficulty for the Group’s suppliers to adapt and comply with future ESG regulatory requirements. Given the relevance of Small and Medium-Sized Enterprises in our supply chain, the risk is to be meant as the potential difficulty in finding suppliers with ESG standards aligned with future regulatory evolutions (e.g. CS3D and CBAM). | - ESG reporting is a mandatory requirement in the Group’s supplier qualification process - Assessment and development plans for strategic suppliers - Periodic monitoring of suppliers with a focus on ESG - Training and awareness programmes for suppliers on ESG topics

2.3 Internal control system
In order to ensure the correctness 25 , accuracy 26 , reliability 27 and timeliness of the information communicated to shareholders and the market, Italgas is committed to promoting and maintaining an adequate Corporate Reporting Internal Control System (hereinafter also referred to as the “SCIS”). The SCIS represents the set of all instruments necessary or useful to guiding, managing and verifying the corporate business.
The Corporate Internal Control System adopted by Italgas and its subsidiaries was defined in accordance with the provisions of the above-mentioned Article 154-bis of the TUF that Italgas is required to ensure compliance with, and is based in methodological terms on the “COSO Framework” (“Internal Control - Integrated Framework”, issued by the Committee of Sponsoring Organisations of the Treadway Commission), the international reference model for the establishment, updating, analysis and assessment of the control system in respect of both financial information and sustainability reporting.
The design, establishment and maintenance of the Corporate Reporting Internal Control System are guaranteed through scoping, identifying and assessing risks and controls (at corporate and process level, through risk assessment and monitoring activities), and the relevant information flows (reporting).
The control system structure provides for entity-level controls (CELCs - Company Entity Level Controls) which apply across the entire entity in question (Group/individual company), and process-level controls (PLCs). It also includes pervasive controls performed on the management activities of corporate IT systems (ITGC – Information Technology General Controls) and controls governing the criteria for the segregation of duties and responsibilities of employees (SOD – Segregation of Duties).
The controls, both at the entity level and process level, are subject to regular evaluation (monitoring) to verify the adequacy of the design and actual operability over time. For that purpose, there is provision for ongoing monitoring activities, assigned to the management responsible for the relevant procedures/ activities, as well as independent monitoring assigned to Internal Audit, which operates according to an annual plan agreed with the
25 Reporting reliability: reporting that is correct, complies with generally accepted accounting standards and fulfils the requirements of the applicable laws and regulations.
26 Disclosure accuracy: error-free information.
27 Reporting reliability: reporting that is clear and complete that would enable investors to make conscious investment decisions.
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Officer responsible for the preparation of financial reports (DP), which aims to define the scope and objectives of its actions through concerted audit procedures.
Italgas regulatory system
The Regulatory System is characterised by a tiered structure, corresponding to different types of regulatory instruments. Each regulatory instrument is applied with reference to the processes defined in the map of Group processes.
The By-Laws, Code of Ethics, Model 231, Certified Management Systems and other compliance models constitute the general reference framework of the Group's Regulatory System, because the inspiring principles are recognised as founding principles of the behaviour the personnel of the Italgas Group and, therefore, form part of the general reference framework of the entire Regulatory System. These regulatory tools are part of the efficient handling of the Direction and Coordination activities performed by Italgas concerning Subsidiaries and, where envisaged, they are subject to regular delivery to, and/or formal adoption by, the Boards of Directors of the Subsidiaries.
The regulatory system also includes as an integral part thereof, documents belonging to certified management systems in the areas of health, safety, environment, quality, energy, anti-corruption and, finally, integrated compliance, all in accordance with the international ISO standard.
The elements of the Group's Regulatory System are as follows:
Italgas Enterprise System (IES) - constitutes the guide and reference for the Group's organisation and operation;
Policies - regulatory instruments drawn up for specific issues that contain declarations of intent, define reference principles and identify behaviours that each Group company must adopt, share and promote;
Quality Manuals and Plans - regulatory instruments drawn up, where necessary, in accordance with the requirements of the specific reference standard and that describe the processes, activities, reference structure, departments involved and related responsibilities with which the Certified Management Systems achieve their objective and direct their work processes.
Regulations – regulatory instruments that, depending on their specificity, can:
• define regulatory rules across several business processes in order to implement provisions issued, for instance, by the Legislator, independent authorities or Certification Bodies or best practices;
• define, with a more or less operational level of detail, the roles, responsibilities and activities of the various Departments involved in the individual business processes.
Regulatory circulars - regulatory instruments that regulate or expand on specific issues, including those of temporary significance. They provide indications, including of a prescriptive nature, concerning:
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• conduct to be adopted in the performance of specific activities typically falling within the competence of a single Department or Business Unit;
• provisions of a contingent/transitory or in any case residual nature that cannot be directly/immediately regulated through dedicated regulations.
The day-to-day implementation of policies is ensured through the general rules dictated by the Italgas Enterprise System and by organisational and regulatory instruments that specify the responsibilities and operating methods to be followed by each process owner. In particular, the responsibility for implementing the commitments is set out in the Organisational Notices within the missions of the individual organisational structures of each Group Company, whereas the process aspects are incorporated within the individual company procedures on the basis of an intricate map of Group processes.
2.4 Ethics and compliance
The Italgas Group operates on the basis of a Corporate Management System comprising an Organisational System and a Regulatory System that defines roles, responsibilities, powers and rules of conduct to be upheld in going about the corporate business. The Corporate Management System is updated continuously with a view to guaranteeing the effectiveness and efficiency of processes, safeguarding the company’s assets and ensuring compliance with legislation, thereby allowing Italgas to also direct the management and coordination of the subsidiaries.
Fairness and transparency in business management are not only aimed at the implementation of a correct management model and dialogue with stakeholders, but also at the prevention of unlawful acts.
The Code of Ethics
On 14 December 2023, the Italgas S.p.A. Board of Directors approved the update of the Code of Ethics (general essential principle of the 231 Model adopted by Italgas and by the Group companies in accordance with Italian Legislative Decree no. 231/2001) in order to optimise the Italgas Group commitment to protecting cultural and landscape heritage. The Code of Ethics is available on the Company’s website (https://www.italgas.it/en/investors/governance/business-ethics/ethical-code/) sets out the values recognised by the Group.
The Supervisory Bodies of each Group company, reporting on a half-yearly basis to the Control and Risk and Related Party Transactions Committee and the Board of Statutory Auditors on the implementation and need for
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update of the Code of Ethics, act as the “Guarantors” of the Code of Ethics. In addition, the Code of Ethics is also subject to periodic external audits conducted by independent bodies on the implementation of the Company’s internal management systems (e.g. Anti-Bribery Management System, certified in accordance with UNI ISO 37001:2016).
Since March 2023, the Greek companies Enaon and Enaon EDA have also adopted the Italgas Code of Ethics.
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Organisational and management model pursuant to Italian Legislative Decree no. 231/2001
In accordance with Italian Legislative Decree no. 231/2001, Italgas has adopted its own Model 231 aimed at mitigating the risks of committing the offences referred to in the aforementioned decree. Model 231, periodically updated in line with regulatory and/or organisational changes, is intended for members of the corporate bodies, management and employees of Italgas, as well as for all those operating to achieve Italgas' objectives.
The General Section of the Model was most recently approved by the Board of Directors on 25 July 2023, while the Special Section of the Model was most recently approved by the Board of Directors on 21 January 2025 in order to reflect the Company’s current organisational structure and scope of activities, including following recent corporate acquisitions, as well as regulatory changes affecting Legislative Decree no. 231/2001, which is available on the Company’s website (https://www.italgas.it/en/investors/governance/administrative-responsibility-231/).
In application of its Model 231, Italgas appoints a Supervisory Body consisting of three external members, one of whom, acting as Chairperson, was chosen from scholars and professionals with proven expertise and experience on legal, corporate and economic issues and corporate organisation.
The term of office of members of the Supervisory Body is aligned with that of the Board of Directors which appointed them. The term of office of the members expires on the date of the Shareholders' Meeting called for the approval of the financial statements for the last year of their office, although they continue to carry out their functions over the ad interim period, until new members of the Supervisory Body are appointed.
Each subsidiary adopts and updates its own 231 Model (available for consultation on the website), taking into account the indications and implementing methods defined by Italgas S.p.A..
Certified management systems and accreditations
Italgas promotes the adoption of management systems for the Group’s companies, structured and implemented in accordance with the requirements of the relevant international standards.
The Management Systems of the Group companies pursue continuous improvement in the following main areas:
• the ability to regularly provide products and services that meet the applicable mandatory requirements and customer requirements while improving satisfaction levels;
• their environmental performance with a view to protecting the environment;
• the prevention of work-related injury and illness, by preparing healthy, safe workplaces and ensuring people’s health and safety (employees, end customers, contractors, etc.);
• their energy performance by promoting the efficient use of energy, while reducing consumption and optimising its end use;
• activities and measures to prevent and combat corruption, to manage integrated compliance and the
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whistleblowing system;
• measures intended to guarantee gender equality in the work environment;
• measures and controls intended to guarantee information security.
To verify compliance of the Management systems with the requirements set by the standards, Italgas uses the DNV and Certiquality Certification Bodies, which, in 2025, carried out the relevant audits and issued the relevant certificates, or the relevant maintenance. The Companies’ accreditations, or of some sectors of such, are verified and issued by ACCREDIA (single accreditation entity).
For the production of meters in 2025, Italgas Reti obtained MID Module D certification, issued by the Notified Body Tifernogas, which will periodically verify its continued compliance.
According to their corporate purpose and business activities, Italgas Group companies hold the following certifications, attestations and accreditations as of 2025:

CERTIFICATIONS, ACCREDITATIONS AND ATTESTATIONS OF ITALGAS S.p.A.
Degree of certification coverage | Reference standard | Year of first certification
Company/Group | UNI ISO 37001 | 2018
Company/Group | UNI ISO 37002 | 2024
Company | UNI ISO 37301 | 2024
Company | UNI PdR 125 | 2023
Company | UNI ISO 45001 | 2025
Company | UNI EN ISO 9001 | 2025

CERTIFICATIONS AND ACCREDITATIONS OF ITALGAS RETI S.p.A.
Degree of certification/accreditation coverage | Reference standard | Year of first certification/accreditation
Company | UNI CEI EN ISO 50001 | 2012
UNI EN ISO 14001 | 2001
SOA | 2001
UNI ISO 45001 | 2019 1
UNI EN ISO 9001 | 1996
UNI ISO 37001 | 2018
UNI ISO 37002 | 2024
Calibration laboratory | UNI CEI EN ISO/IEC 17025 | 2009
Test laboratory | UNI CEI EN ISO/IEC 17025 | 1994
Type C Inspection Body | UNI CEI EN ISO/IEC 17020 | 2014
Company | MID CERTIFICATE FORM D | 2025

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CERTIFICATIONS, ATTESTATIONS AND ACCREDITATIONS OF TOSCANA ENERGIA S.p.A.
Degree of certification/accreditation coverage | Reference standard | Year of first certification/accreditation
Company | UNI CEI EN ISO 50001 | 2017
UNI EN ISO 14001 | 2003
UNI ISO 45001 | 2019 2
UNI EN ISO 9001 | 1998
UNI ISO 37001 | 2020
UNI ISO 37002 | 2024
SOA | 2001
Type C Inspection Body | UNI CEI EN ISO/IEC 17020 | 2016

CERTIFICATIONS OF MEDEA S.p.A.
Degree of certification coverage | Reference standard | Year of first certification
Company | UNI CEI EN ISO 50001 | 2021
UNI EN ISO 14001 | 2021
UNI ISO 45001 | 2021
UNI EN ISO 9001 | 2021 3
UNI ISO 37001 | 2020
UNI ISO 37002 | 2024

CERTIFICATIONS OF NEPTA S.p.A.
Degree of certification coverage | Reference standard | Year of first certification
Company | UNI CEI EN ISO 50001 | 2021
UNI EN ISO 14001 | 2021
UNI ISO 45001 | 2020
UNI EN ISO 9001 | 2020
UNI ISO 37001 | 2020
UNI ISO 37002 | 2024

CERTIFICATIONS AND ATTESTATIONS OF GEOSIDE S.p.A.
Degree of certification coverage | Reference standard | Year of first certification
Company | UNI CEI EN ISO 50001 | 2022
UNI EN ISO 14001 | 2021
UNI ISO 45001 | 2021
UNI EN ISO 9001 | 2021 4
UNI ISO 37001 | 2020
SOA | 2022
UNI ISO 37002 | 2024
UNI CEI 11352 | 2015
F-GAS (Italian Presidential Decree 43/12) | 2013
UNI PdR 125 | 2024
SA8000 | 2007

CERTIFICATIONS OF BLUDIGIT S.p.A.
Degree of certification coverage | Reference standard | Year of first certification
Company | UNI ISO 45001 | 2022
UNI EN ISO 9001 | 2022
UNI CEI EN ISO IEC 27001 | 2023
UNI ISO 37001 | 2022
UNI ISO 37002 | 2024

CERTIFICATIONS OF IG RETE DATI
Degree of certification coverage | Reference standard | Year of first certification
Company | UNI ISO 45001 | 2023
UNI EN ISO 9001 | 2023
UNI EN ISO 14001 | 2023

The Enaon Group adapted its Integrated Management System following the merger of the Distribution Companies, in accordance with the requirements of the international standards of reference and the legal and regulatory requirements, as well as taking into account its own operational needs. The following table shows the certifications held by Enaon and Enaon EDA:

CERTIFICATIONS OF ENAON S.A.
Degree of certification coverage | Reference standard | Year of first certification
Company | ELOT 5 ISO 37001 | 2024
ELOT ISO 37002 | 2025
ELOT ISO 37301 | 2025
EN ISO 9001 | 2025
EN ISO 14001 | 2025
EN ISO 45001 | 2025

4 Since 2014 for the Bologna site only
5 Hellenic Organisation for Standardisation

CERTIFICATIONS OF ENAON EDA S.A.
Degree of certification coverage | Reference standard | Year of first certification
Company | EN ISO 9001 | 2023
ELOT EN ISO 14001 | 2023
ELOT ISO 45001 | 2023
ELOT EN ISO 50001 | 2023
ELOT ISO 37001 | 2023
ELOT EN ISO 37002 | 2025

For water associates, the relevant certifications are listed below:

CERTIFICATIONS OF ACQUA CAMPANIA S.p.A.
Degree of certification coverage | Reference standard | Year of first certification
Company | UNI EN ISO 9001 | 2001
UNI EN ISO 14001 | 2024
UNI ISO 45001 | 2017
UNI CEI EN ISO 50001 | 2020

CERTIFICATIONS OF ACQUALATINA S.p.A.
Degree of certification coverage | Reference standard | Year of first certification
Company | UNI EN ISO 9001 | 2006
UNI EN ISO 9001 (legal) | 2017
UNI EN ISO 14001 | 2010
UNI ISO 45001 | 2019
UNI CEI EN ISO 50001 | 2017
UNI ISO 37001 | 2019
UNI CEI EN ISO/IEC 17025 | 2018

CERTIFICATIONS OF SICILIACQUE S.p.A.
Degree of certification coverage | Reference standard | Year of first certification
Company | UNI EN ISO 9001 | 2007
UNI EN ISO 14001 | 2012
UNI ISO 45001 | 2009
UNI CEI EN ISO 50001 | 2011
UNI CEI EN ISO/IEC 17025 | 2019

Anti-corruption
The Italgas Group actively cooperates in preventing and opposing, without exception, any form of corruption, public or private, active or passive, direct or indirect, both nationally and internationally.
In this context, Italgas adopts and implements specific measures to prevent and combat corruption risks potentially connected to company activities, including:
• the Model 231;
• the management System for preventing and combating corruption in compliance with the UNI ISO 37001:2016 standard (“Anti-Bribery Management Systems”);
• the Corporate Compliance Policy, which defines, among other things, the objectives and principles of the Anti-Bribery Management System;
• the Anti-Corruption Compliance Standard, which provides a systemic overview of reference of the regulatory tools adopted by Italgas to prevent and fight corruption;
• the Compliance Standard “ Reports received by Italgas and its Subsidiaries ” which governs the process for handling reports, including anonymous reports.
Adherence to and compliance with the anti-corruption measures adopted by Italgas is required of all stakeholders with whom the Group has relations, including employees, suppliers, intermediaries, business partners etc.
During 2025, no incidents of corruption were recorded.
Whistleblowing
Italgas S.p.A. and the subsidiaries Italgas Reti, Toscana Energia, Medea, Geoside, Bludigit, Nepta and the jointly controlled company Metano Sant’Angelo Lodigiano, were awarded a certificate of compliance of the Whistleblowing Management System with technical standard UNI ISO 37002:2021 on 18 September 2024 by the certification body DNV-GL Business Assurance Italia S.r.l.
This recognition certifies compliance with regulations and best practices and demonstrates the Group’s ongoing commitment to a corporate culture based on transparency, ethical governance and the prevention of offences.
Compliance
Italgas S.p.A. achieved certification of its Compliance Management System pursuant to technical standard UNI ISO 37301:2021 on 17 December 2024, awarded by certification body DNV-GL Business Assurance Italia S.r.l..
The Management System implemented allows Italgas to adopt a structured and integrated approach to the management of risks of non-conformity and non-compliance, in relation to all areas of compliance identified, so that company activities can take place in accordance with the applicable legislation.
Conflict of Interest
The Board of Directors periodically assesses the independence and integrity of the Directors and verifies that there are no grounds for ineligibility and incompatibility. The Italgas’ Board of Directors adopted a procedure which establishes the principles and rules which Italgas and its Subsidiaries should adhere to in order to ensure the transparency and essential and procedural correctness of transactions conducted by Italgas Group
companies with related parties or "parties of interest" (the "Italgas Related-Party Transactions Procedure"). For more details , please refer to the Corporate Governance and Ownership Structure Report.
Antitrust
In 2016, the Italgas Group adopted instruments intended to disseminate the culture of compliance in relation to antitrust and consumer protection, including:
• the Antitrust Code of Conduct;
• the Antitrust Unit (within the legal department).
In view of the evolution of the Italgas Group, on 27 July 2020 the Board of Directors approved an “Antitrust” Compliance Standard, which is regularly updated in line with regulatory and case law developments and with the outcomes of the risk assessment conducted ( https://www.italgas.it/en/what-we-do/gas/antitrust- compliance-requirements/ ).
In March 2025, antitrust training was delivered to the functions most exposed to the risk of committing antitrust infringements.
Integrated security
The Group has a security system characterised by an active protection approach that can involve and correlate all corporate events from different domains and areas, with the aim of preventing, acknowledging and mitigating potential security incidents (including cyber incidents) from simple signals and evidence.
The Group developed an approach that enables for the integrated management of different information levels and, in particular:
• the level of digital data and IT infrastructures (the “Logical Domain”);
• the level of material assets and staff (the “Physical Domain”);
the level of information (the “Information Domain”).
As part of the continuous improvement process, during 2025 the Italgas Group introduced new capabilities to strengthen security and verification measures within the Third Party Risk Management framework; among these, digital identity analysis was integrated, understood as the set of publicly available information used to describe a target’s relationships in the digital environment, verify their consistency with official statements and identify further precursors of reputational risk across the entire supply chain.
Digitisation and innovation
Bludigit, the Group’s digital company, drives transformation through cutting-edge solutions such as Nimbus, a sustainable smart meter with over 20,000 prototypes already installed, and the AI Academy, which develops skills by consolidating artificial intelligence as a strategic driver of growth.
On the operational front, the DANA (Digital Advanced Network Automation) system serves as a privileged access point to the IoT world for network monitoring. The platform integrates remote control, AI for document search and pressure optimisation, with new functionalities currently under development, including fluid dynamics and the management of energy efficiency events.
For the water sector, a plan for progressive convergence onto the platform has been launched: to date, 14 out of 15 aqueduct systems have already been integrated, including the main plant signals. The progress achieved lays the foundations for the gradual extension of the platform to the Group’s other water companies.
Finally, through the Digital Factory, Italgas accelerates digital transformation by leveraging the potential of artificial intelligence, with a particular focus on Gen-AI. The Group’s first multi-agent system provides autonomous support to colleagues in the use of ICT services, integrating AI tutors directly into applications, conversational agents and request-routing tools. Supporting this journey, AI Gym, the internal continuous learning community, accompanies this evolution by promoting synergy between human and artificial intelligence for the continuous optimisation of corporate performance.
Cybersecurity
The Company has adopted procedures aimed at ensuring adequate information flows from the Chief Security Officer (CSO) to the Board of Directors and the Control Bodies regarding the level of compliance with national and international cybersecurity regulations and with corporate policies on technical and organisational measures appropriate for risk management and the prevention of cyber incidents.
The Group guarantees 24-hour monitoring and management of security events through a Next Generation Security Operation Centre (Next Generation-SOC), which also guides and supports the incident management process according to established industry practices. The SOC processes information originating from the IT and OT infrastructures, centralised under a single management structure.
In line with digital transformation initiatives and with respect to information and data management, the Group conducts training courses and awareness sessions on cyber risks to all staff and suppliers.
In the last three years (2023-2025), there were no Cybersecurity incidents that generated data breach events or compromised corporate systems.
During 2025, the Italgas Group fulfilled the requirements set out in the NIS 2 (Network & Information Security) Directive by identifying and registering the Group’s essential and important entities on the portal of the National Cybersecurity Agency and defining a roadmap of compliance actions to strengthen security safeguards, ensure the operational continuity of essential services and comply with the obligations that will enter into force from January 2026.
The Group regularly holds meetings with institutional and governmental authorities to strengthen its public- private cooperation network and in 2025 signed a new memorandum of understanding with the Arma dei Carabinieri aimed at protecting critical infrastructure, enhancing corporate security, preventing unlawful activities and promoting the safeguarding of the territory.
Information and personal data security
Since 2018, Italgas has standardised the roles and responsibilities regarding the protection of personal data processed as part of its corporate activities through the adoption of a specific Organisational Model and has appointed a Data Protection Officer. Within an accountability framework, Italgas has defined its Data Protection policy in a Compliance Standard and has regulated the main activities relating to Data Protection in the “Data Protection Manual”; in a continuous improvement perspective, in order to incorporate additional elements of accountability and strengthen information flows, in 2025 the Organisational Model and the Data Protection Manual were supplemented and updated. A specific process document is dedicated to data breach management. Furthermore, with reference to the provisions of Article 28 of the GDPR, all contractual agreements with suppliers that process personal data on behalf of Italgas include a specific “Data Protection Agreement”.
The Data Protection Organisational Model is integrated into the internal control and risk management system of the Italgas Group.
The subsidiaries implement their own Data Protection Model, defined and approved on the basis of that of Italgas and adapted to take into account the specific characteristics of each company; in 2025 they updated their Organisational Model, in line with the updates carried out by the Parent Company.
Bludigit's information security management system is certified to ISO/IEC 27001:2022 and is therefore compliant with the requirements of the main international standard of reference on information security.
Italgas carries out audits to verify the degree of adequacy of its Data Protection Organisational Model in terms of compliance with applicable regulations. This activity is carried out through third-party audits, Internal Audit and other surveillance activities, which are directly undertaken by the DPO.
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3. Operating performance
3.1 Main events
Extraordinary transactions and area tenders
• On 1 April 2025, Italgas completed the acquisition of 99.94% of the share capital of 2i Rete Gas S.p.A. from the sellers F2i SGR S.p.A. and Finavias S.à r.l.. The acquisition, announced to the market on 5 October 2024, was completed following the receipt of the Golden Power Authorisations, Foreign Subsidies Regulation approval, and clearance from the Italian Competition Authority. Furthermore, the reverse stock split of 2i Rete Gas became effective on 16 April 2025, as a result of which Italgas now holds 100% of the share capital of 2i Rete Gas.
• On 1 July 2025, the merger by incorporation of 2i Rete Gas into Italgas Reti and the partial and partial demerger of Italgas Reti became effective, with the IT branch, including the 100% equity investments in IG Rete Dati, being assigned to Bludigit.
• On 22 September 2025, the Municipality of Catanzaro, as the contracting authority, and Italgas Reti signed the contract for the management of the natural gas distribution service in the Catanzaro-Crotone Territorial Area for a period of twelve years (109 municipalities of the ATEM and 110,000 customers served).
• On 13 October 2025, the Municipality of Ivrea, as the contracting authority, awarded Italgas Reti the management of the gas distribution service in the “Turin 5” Territorial Area, which includes 76 municipalities in the Canavese area, 64 of which are already connected to the methane network, and which serves approximately 58,000 customers.
Antitrust requirements
• On 11 March 2025, the Italian Competition Authority (AGCM) authorised the concentration transaction consisting of the acquisition of sole control of 2i Rete Gas by Italgas, subject to a series of divestiture and behavioural remedies. On 6 June 2025, Italgas published a notice for the sale of approximately 600 re-delivery points, corresponding to 20% of the total re-delivery points in 31 ATEMs 28 , as well as a number of re-delivery points equal to those acquired from 2i Rete Gas in a further 4 29 ATEMs. After receiving the bids, the Authority completed the positive assessment of the suitability of the following potential buyers: Ascopiave S.p.A., Erogasmet S.p.A., GP Infrastrutture S.r.l., and a temporary consortium ( Associazione Temporanea di Imprese , ATI) consisting of Plures (formerly Alia Servizi Ambientali S.p.A.), Estra S.p.A. and Centria S.r.l.. The assets sold are located in twelve ATEMs (Bari 2, Barletta-Andria-Trani, Brescia 5, Campobasso, Frosinone 2, Massa Carrara, Padua 2 and 3, Pisa, Rome 5, Teramo and Viterbo), for a total of 247,000 re-delivery points, networks and service plants, the related
28 In the following ATEMs: Agrigento, Bari 2, Benevento, Brescia 5, Caltanissetta, Campobasso, Caserta 2, Catania 1, Frosinone 2, L’Aquila 2, Mantua 2, Massa Carrara, Matera, Messina 2, Naples 2, Novara 2, Padua 2, Padua 3, Potenza 1, Potenza 2, Ragusa, Reggio di Calabria-Vibo Valentia, Rome 4, Rome 5, Salerno 1, Salerno 3, Teramo, Turin 6, Trapani, Varese 1, Viterbo.
29 In the following ATEMs: Barletta- Andria-Trani, Caserta 1, Cosenza 2, Pisa.
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personnel involved and the assets required for service management, for a total consideration of 253.1 million euro 30 . On 1 March 2026, the ATEMs of Bari 2, Barletta-Andria-Trani, Pisa and Teramo were transferred to the temporary consortium ATI Plures, Estra and Centria, for approximately 120,000 active re-delivery points. The remaining transfers will take place in the second quarter of 2026.
Capital operations
• On 12 February 2025, in execution of the 2021-2023 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 20 April 2021, the Board of Directors resolved on the free allocation of a total of 511,604 new ordinary shares of the Company to the beneficiaries of said Plan (second cycle of the Plan) and executed the second tranche of the rights issue resolved on by the aforesaid Shareholders’ Meeting, for a nominal amount of 634,388.96 euro, taken from retained earning reserves.
• On 10 April 2025, the Extraordinary Shareholders' Meeting of Italgas approved the proposal for a paid Rights Issue for a maximum total amount of 1.02 billion euro. The rights issue was completed with the issue of 202,938,478 new shares. Furthermore, on the same date the Extraordinary Shareholders’ Meeting approved a proposal for a free share capital increase, in one or more tranches, for a maximum nominal amount of 558,000.00 euro. This increase will be funded through the allocation, pursuant to Article 2349 of the Italian Civil Code, of a corresponding maximum amount from retained earnings reserves. The increase will involve the issuance of up to 450,000 ordinary shares, which will be awarded to the beneficiaries of the Stock Grant Plan approved by the Ordinary Shareholders’ Meeting on 10 April 2025. In addition, at the Ordinary Shareholders’ Meeting of Italgas S.p.A. held on 10 April 2025, the 2025- 2027 employee share ownership plan, called the “IGrant 2025–2027 Plan”, was approved, which provides for the allocation of ordinary shares to Group employees, using shares deriving from two related share capital increases pursuant to Article 2349 of the Italian Civil Code. The objective of the approval of this plan is to foster the direct engagement with the Group’s people in the creation of medium/long-term value. The initiative was highly successful, and over 60% of eligible employees took part. Starting in September 2025, Italgas executed the envisaged transactions, involving the issue of new ordinary shares in October and December through capital increases free of charge and against payment.
Funding Transactions
• As part of the financing of the acquisition of 2i Rete Gas, the Italgas:
o Issued a dual-tranche note on 6 March for a nominal amount of 500 million euro each, with 5- and 9-year maturities on 6 March 2030 and 2034, both at fixed rate and with annual coupons of 2.875% and 3.500% respectively.
30 Price subject to possible post-closing adjustment (upward or downward) based on positive or negative differences.
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o Drew on the 1,000 million euro bridge loan granted under the financing agreement signed on 5 October 2024 with J.P. Morgan Chase Bank, N.A. – Milan Branch, Banco BPM S.p.A., Bank of America Europe Designated Activity Company – Milan Branch, Citibank N.A. – Milan Branch, Morgan Stanley Bank AG, and Société Générale – Milan Branch, as the financing banks, for the payment of part of the consideration for the acquisition of 2i Rete Gas. On 2 June 2025, Italgas launched a 1.02 billion euro Rights Issue. The transaction was completed on 24 June 2025 with the full subscription of the shares offered under the Rights Issue (specifically, 98.7% subscribed during the option offer period and the remaining 1.3% through the auction of unexercised rights), through the issue of 202,938,478 new shares at a subscription price of 5.026 euro per share. The funds obtained from the Rights Issue made it possible to fully reimburse the Bridge financing.
• During May and June, Italgas entered into three floating-rate bank loans with leading credit institutions for a total amount of 900 million euro and a duration of three years, intended for the reimbursement of a note maturing on 24 June and the refinancing at maturity of a bank loan. In addition, in September, Italgas obtained two floating-rate bank loans for a total amount of 500 million euro, with a three-year maturity, used for the reimbursement of a note maturing on 11 September.
• On 10 July 2025, Consob approved the new EMTN (Euro Medium Term Notes) Programme with a maximum nominal amount of 5 billion euro, providing for the issuance of one or more non-convertible notes to be executed within one year and placed exclusively with institutional investors. The new Italgas EMTN Programme provides for the issuance of securities in dematerialised form, with listing on the Mercato Telematico delle Obbligazioni (“MOT”, Government Bond and Securities Electronic Market), operated by Borsa Italiana S.p.A.
Rating
• On 1 July 2025, the rating agency S&P assigned a long-term credit rating of "BBB+", with a Stable Outlook, to Italgas and Italgas Reti. The “BBB+” rating follows the completion of the acquisition of 2i Rete Gas by Italgas and the subsequent merger with Italgas Reti. The same rating was also assigned to the bonds issued by Italgas and those originally issued by 2i Rete Gas, which are now held by Italgas Reti.
• On 4 July 2025, the rating agency Moody’s confirmed the long-term credit rating of Italgas as “Baa2”, with Stable outlook. The same rating was also confirmed for the bonds issued by Italgas and for those originally issued by 2i Rete Gas, which are now held by Italgas Reti. On 16 December 2025, Fitch confirmed the long-term rating of Italgas as BBB+, with Stable outlook, recognising its European leadership in gas distribution, operational efficiency, financial soundness and stability of its regulatory framework, following the presentation of the 2025-2031 Strategic Plan.
Other events
• On 26 March 2025, at the Italian Embassy in France, Italgas and GRDF (Gaz Réseau Distribution France) renewed the Memorandum of Understanding (MoU) signed in 2019, strengthening their strategic collaboration focused on innovation, digitisation, and the sustainability of gas distribution networks.
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• On 14 April 2025, Snam and CDP Reti signed an amendment to the Shareholders’ Agreement concerning their equity investments in Italgas. An excerpt of the amending agreement and the key information relating to the Shareholders’ Agreement are available on the Italgas website in the
“Shareholders’ Agreements”
section.
• On 17 July 2025, Italgas and Cadent, the UK operator managing the country’s largest natural gas distribution network, renewed the Memorandum of Understanding (MoU) signed in 2023, strengthening their strategic collaboration focused on innovation, digitisation and the sustainability of gas distribution networks, while also opening discussions on cybersecurity and artificial intelligence.
• On 24 September 2025, PARI – an association committed to combating gender-based violence, founded with the contribution of founding members such as Italgas – was heard by the Parliamentary Committee of Inquiry into Femicide and Gender-Based Violence.
• On 2 October 2025, Hyround was inaugurated in Sardinia, the first plant in Italy for the production of green hydrogen directly connected to the city gas distribution network, powered by a 1 MW photovoltaic field. The initial production of 21 tonnes per year is expected to increase to 70 by 2028, with uses in local public transport, in the domestic and commercial network of Sestu, and at a dairy plant, supported by an investment of approximately 15 million euro and NRRP funding of 1.5 million euro for the hydrogen refuelling station.
• On 22 October 2025, Italgas consolidated its international leadership in the measurement and reduction of methane emissions, achieving for the fifth consecutive year the “Gold Standard” status awarded as part of the An Eye on Methane 2025 report by the International Methane Emissions Observatory (IMEO).
• On 18 December 2025, Italgas successfully achieved the first ISO 9001 and ISO 45001 certification issued by DNV, following the audit conducted between October and December 2025. The result confirms the solidity of the management system and the ongoing commitment to process improvements, service quality, and protecting health and safety. The certifications attest to a model focused on continuous improvement, risk prevention and worker well-being.
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3.2 Key figures
To allow for a better assessment of the economic and financial performance, in addition to the conventional formats and indicators provided for by IAS/IFRS, the Directors’ Report includes the reclassified financial statements and some alternative performance measures, including, in particular, EBITDA, EBIT and net financial debt. These figures are presented in the tables below, the related notes and the reclassified financial statements. For the definition of the terms used, when not directly specified, please refer to the chapter “Financial results, Non-GAAP Measures”.
Key share figures

|  | As of 31 December 2024 | As of 31 December 2025
Number of shares of share capital |  | 811,242,309 | 1,015,686,402
Closing price at the end of period | (€) | 5.410 | 9.515
Average closing price in the period (a) | (€) | 5.2046 | 7.1858
Market capitalisation (b) | (€ millions) | 4,222 | 6,807
Exact market capitalisation (c) | (€ millions) | 4,389 | 9,664

(a) Non-adjusted for dividends paid. Adjusted for the effect of the capital increase with pre-emptive rights.
(b) Average market capitalisations calculated at the closing price over the period.
(c) The product of the number of shares outstanding (exact number) multiplied by the closing price as at 31 December of each year.
Key financial figures (*)

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Total revenues and other income adjusted (*) | 1,778.8 | 2,484.2
EBITDA adjusted | 1,350.9 | 1,883.4
EBIT adjusted | 820.7 | 1,205.9
Adjusted Profit before taxes | 711.3 | 986.0
Adjusted net profit | 535.2 | 706.3
Adjusted net profit attributable to the Group | 506.6 | 674.5
Adjusted Earnings per share (**) | 0.624 | 0.664

(*) Unlike the legal statement, the reclassified income statement requires the listing of Total revenues and other income and Operating costs net of the impact of IFRIC 12 “Service concession agreements” (995.6 and 746.5 million euro respectively in 2025 and 2024), connection contributions (35.0 and 19.0 million euro respectively in 2025 and 2024), repayments from third parties and other components (23.1 and 33.8 million euro respectively in 2025 and 2024). It also excludes special items (for more information, please refer to the following paragraph “Special Items”).
(**) The indicator is calculated as a ratio between the adjusted net profit attributable to the Group and the total number of shares, which is 811,242,309 at 31 December 2024 and 1,015,686,402 at 31 December 2025.

(€ million) | As of 31 December 2024 | As of 31 December 2025
Net invested capital at the end of the end of period | 9,556.3 | 15,033.7
Equity | 2,793.5 | 4,165.9

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Net financial debt | 6,762.8 | 10,867.8
Lease liabilities - IFRS 16 and IFRIC 12 | 90.5 | 134.0
Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12) | 6,672.3 | 10,733.8

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3.3 Infrastructure
Italgas is the leader in Italy and Greece in the industry of natural gas distribution. 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. Collection cabins are equipment that link local distribution networks to the national gas pipeline network. Currently Italgas has collection cabins equipped with advanced remote control and smart metering systems. Remote control allows the fastest possible intervention in case of anomalies; smart metering allows the continuous detection of a series of parameters related to the management of gas flows as well as the detection of the quantity of gas entering the networks. The systems for the reduction of pressure are devices placed along the distribution network and have the task to bring the pressure of the gas at the right level in relation to the type of use.
Investments
In 2025, technical investments were made for 1,203.6 million euro (887.0 million euro as at 31 December 2024), representing an increase of 35.7%.

(€ million) | As of 31 December 2024 | As of 31 December 2025 | Abs. change | % Change
Gas distribution | 538.7 | 730.9 | 192.2 | 35.7
Network maintenance and development | 438.8 | 659.4 | 220.6 | 50.3
New networks | 99.9 | 71.5 | (28.4) | (28.4)
Gas digitisation | 243.3 | 288.8 | 45.5 | 18.7
Other assets | 103.5 | 124.6 | 21.1 | 20.4
- of which the effect of IFRS 16 | 3.4 | 10.7 | 7.3 | -
Metering | 115.9 | 138.4 | 22.5 | 19.4
Processes | 23.9 | 25.8 | 1.9 | 7.9
Other investments | 105.0 | 183.9 | 78.9 | 75.1
- of which Real Estate | 22.5 | 37.9 | 15.4 | 68.4
- of which ICT | 22.9 | 39.7 | 16.8 | 73.4
- of which right of use and concessions | 46.6 | 82.8 | 36.2 | 77.7
| 887.0 | 1,203.6 | 316.6 | 35.7

Investments related to gas distribution (730.9 million euro) thousand increased by 35.7% compared to 2024, mainly as a result of the new scope arising from the acquisition of 2i Rete Gas.
Investments in digitisation (288.8 million euro) increased by 18.7% compared to the corresponding period of 2024, despite the decrease resulting from the gradual completion of the digitisation process of the network in Italy, thanks to the launch of upgrade activities on the legacy network of 2i Rete Gas .
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Other investments (183.9 million euro) increased by 78.9 million euro and include the redevelopment works in the “Corso Regina Margherita” area of Turin, the IT developments resulting from the integration of 2i Rete Gas and the vehicle fleet.
Operating figures
The key operating figures are presented in the chapter “Operating segment operating performance” of this Integrated Annual Report.
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4. Comment on the results and other information 31
4.1 Comment on the economic and financial results 32
Reclassified income statement (*)

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025 | Abs. change | % Change
Gas distribution regulated revenue | 1,583.1 | 2,329.8 | 746.7 | 47.2
Other revenues | 157.2 | 205.6 | 48.4 | 30.8
Total revenues and other income (*) | 1,740.3 | 2,535.4 | 795.1 | 45.7
of which special items | 38.5 | (51.2) | (89.7) | -
Total revenues and other income (*) adjusted | 1,778.8 | 2,484.2 | 705.4 | 39.7
Operating costs (*) | (427.9) | (646.8) | (218.9) | 51.2
of which special items | - | 46.0 | 46.0 | -
Adjusted operating costs (*) | (427.9) | (600.8) | (172.9) | 40.4
EBITDA | 1,312.4 | 1,888.6 | 576.2 | 43.9
EBITDA adjusted | 1,350.9 | 1,883.4 | 532.5 | 39.4
Amortisation, depreciation and impairment of assets | (530.2) | (677.5) | (147.3) | 27.8
EBIT | 782.2 | 1,211.1 | 428.9 | 54.8
EBIT adjusted | 820.7 | 1,205.9 | 385.2 | 46.9
Net financial expense | (120.6) | (236.4) | (115.8) | 96.0
of which special items | - | 5.6 | 5.6 | -
Adjusted net financial expense | (120.6) | (230.8) | (110.2) | 91.4
Net income from equity investments | 11.2 | 10.9 | (0.3) | (2.7)
of which gas distribution | 1.7 | 5.3 | 3.6 | -
of which water service | 9.5 | 5.6 | (3.9) | (41.1)
Profit before taxes | 672.8 | 985.7 | 312.9 | 46.5
Adjusted Profit before taxes | 711.3 | 986.0 | 274.7 | 38.6
Income taxes | (165.3) | (279.9) | (114.6) | 69.3
Taxation related to special items | (10.8) | 0.2 | 11.0 | -
Adjusted income taxes | (176.1) | (279.7) | (103.6) | 58.9
Profit | 507.5 | 705.8 | 198.3 | 39.1

31 At the approval of this document, the purchase price allocation (PPA) process was completed. Nevertheless, the Group reserves the right to definitively report the effects of the PPA within 12 months from the acquisition date, namely by 31 March 2026. In accordance with paragraph 45 of IFRS 3, the allocation of the consideration for the acquired net assets has therefore been carried out on a provisional basis, with the recognition of goodwill of 522.5 million euro, subsequently reduced by 21.9 million euro for the restatement to “assets held for sale” of the assets that will be sold to third parties in compliance the Antitrust measure following the acquisition of 2i Rete Gas.
32 This paragraph refers to the Italgas Group, which includes: Italgas S.p.A., Italgas Reti S.p.A., Cilento Reti Gas S.r.l., Medea S.p.A., Nepta S.p.A., Idrosicilia S.p.A., Idrolatina S.r.l., Acqua Campania S.p.A., L.A.C. Laboratorio Acqua Campania S.r.l., Toscana Energia S.p.A., Geoside S.p.A., Bludigit S.p.A., IG Rete Dati S.p.A., Italgas Newco S.p.A. and the Enaon Group.
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Profit attributable to the Group | 478.9 | 672.2 | 193.3 | 40.4
Profit attributable to non-controlling interests | 28.6 | 33.5 | 4.9 | 17.1
Adjusted net profit | 535.2 | 706.3 | 171.1 | 32.0
Adjusted net profit attributable to the Group | 506.6 | 674.5 | 167.9 | 33.1
Adjusted net profit attributable to non-controlling interests | 28.6 | 31.8 | 3.2 | 11.2

(*) Unlike the legal statement, the reclassified income statement requires the listing of Total revenues and other income and Operating costs net of the impact of IFRIC 12 “Service concession agreements” (995.6 and 746.5 million euro respectively in 2025 and 2024), connection contributions (35.0 and 19.0 million euro respectively in 2025 and 2024), repayments from third parties and other components (23.1 and 33.8 million euro respectively in 2025 and 2024). It also excludes special items (for more information, please refer to the following paragraph “Special Items”).
For a broader representation of the sectors, reference should be made to the chapter “Operating segment operating performance”.
Special items
Italgas’ management assesses Group performance on the basis of alternative performance measures 33 not envisaged by IFRS, obtained by excluding special items from operating result and net profit.
The income components are classified as special items, if significant, when: (i) they result from non-recurring events or transactions or from transactions or events which do not occur frequently in the ordinary course of business; (ii) they result from events or transactions which are not representative of the normal course of business, or (iii) they result from economic components that do not generate cash flows, typically of an accounting nature (non-cash movement). The tax rate applied to the items excluded from the calculation of adjusted net profit is determined on the basis of the nature of each revenue item subject to exclusion. Adjusted operating profit and adjusted net profit are not provided for by either IFRS or other standard setters. These performance metrics allow for analysis of the business trends, making it easier to compare results. The NON- GAAP financial report must be considered complementary to and not replacing the reports prepared according to IFRS.
The income components classed among special items in 2025 referred to:
• the decrease of 54.4 million euro (with a tax effect of +15.3 million euro) for the recognition of higher unit costs recognised for tariff purposes for the years 2020-2024 (arising from the implementation of Resolution no. 87/2025/R/gas);
• the increase of 3.2 million euro (with a tax effect of -0.9 million euro) due to the non-recognition of capital costs in start-up locations starting from the 2020 financial year and until 2024 in which Italgas Reti did not reach the ceiling (re-delivery point density per km of network), arising from Resolution no. 704/2016/R/gas, supplemented by Resolution no. 525/2022/R/gas;
• the increase in costs relating to penalties for the difference between the gas injected into and gas collected from city gates arising from Resolution no. 386/2022/R/gas for the years 2020-2022, 2021- 2023 and 2022-2024 equal to +8.4 million euro (with a tax effect of -2.3 million euro);
33 For the definition of alternative performance measures, please refer to the chapter "Non-GAAP Measures" of this document.
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• the increase in costs related to the acquisition and integration of 2i Rete Gas and the costs associated with the disposals required by the Antitrust measure for a total of 33.6 million euro (including financial expenses, with a tax effect of -9.2 million euro);
• the increase in share ‑ based payments deriving from the employee share ownership plan (IGrant Plan) and from the Co-investment Plan dedicated to the Group’s managers, totalling 9.6 million euro in operating costs (with a tax effect of -2.7 million euro).
Taking into account the nature of these items, management deemed it appropriate to classify the related amounts under special items. Below is the reconciliation table between reclassified and adjusted values:

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Total revenues and other income | 1,740.3 | 2,535.4
of which special items | 38.5 | (51.2)
- contribution pursuant to ARERA Resolution no. 87/2025/R/gas | - | (54.4)
- distribution for start-up locations | 4.6 | 3.2
- reimbursements for smart metering/remote management for the years 2011-2016 | 9.9 | -
- gas distribution service safety awards for the year 2020 | 24.0 | -
Total revenues and other income adjusted | 1,778.8 | 2,484.2
Total operating costs | (427.9) | (646.8)
of which special items | - | 46.0
Adjusted total operating costs | (427.9) | (600.8)
EBITDA | 1,312.4 | 1,888.6
of which special items | 38.5 | (5.2)
Adjusted EBITDA | 1,350.9 | 1,883.4
Amortisation, depreciation and impairment of assets | (530.2) | (677.5)
of which special items | - | -
Adjusted amortisation, depreciation and impairment | (530.2) | (677.5)
EBIT | 782.2 | 1,211.1
of which special items | 38.5 | (5.2)
Adjusted EBIT | 820.7 | 1,205.9
Net financial expense | (120.6) | (236.4)
of which special items | - | 5.6
Adjusted net financial expense | (120.6) | (230.8)
Net income from equity investments | 11.2 | 10.9
Profit before taxes | 672.8 | 985.7
of which special items | 38.5 | (0.4)
Adjusted profit before taxes | 711.3 | 986.0

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Income taxes | (165.3) | (279.9)
of which special items | (10.8) | 0.2
Adjusted income taxes | (176.1) | (279.7)
Profit | 507.5 | 705.8
Profit attributable to the Group | 478.9 | 672.2
Profit attributable to non-controlling interests | 28.6 | 33.5
Adjusted net profit | 535.2 | 706.3
Adjusted net profit attributable to the Group | 506.6 | 674.5
Adjusted net profit attributable to non-controlling interests | 28.6 | 31.8

Analysis of the Reclassified Income Statement items
TOTAL REVENUES AND OTHER INCOME

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025 | Abs. change | % Change
Distribution revenue | 1,521.6 | 2,203.8 | 682.2 | 44.8
of which special items | 14.5 | (51.2) | (65.7) | -
Adjusted distribution revenue | 1,536.1 | 2,152.6 | 616.5 | 40.1
Other distribution revenue | 61.5 | 126.0 | 64.5 | -
of which special items | 24.0 | - | (24.0) | -
Other adjusted distribution revenue | 85.5 | 126.0 | 40.5 | 47.4
Total gas distribution regulated revenue | 1,583.1 | 2,329.8 | 746.7 | 47.2
Total adjusted gas distribution regulated revenue | 1,621.6 | 2,278.6 | 657.0 | 40.5
Other revenues | 157.2 | 205.6 | 48.4 | 30.8
Total revenues and other income | 1,740.3 | 2,535.4 | 795.1 | 45.7
Total revenues and other income adjusted | 1,778.8 | 2,484.2 | 705.4 | 39.7

Total revenues and other income amounted to 2,535.4 million euro, an increase of 795.1 million euro compared with the corresponding period of 2024 (+45.7%), and relate to gas distribution regulated revenue (2,329.8 million euro, including special items for 51.2 million euro) and other revenues (205.6 million euro).
Total revenues and other income adjusted 34 amounted to 2,484.2 million euro, up by 705.4 million euro compared with the same period in 2024 (+39.7%).
34 Italgas’ management assesses Group performance on the basis of alternative performance measures not envisaged by IFRS, obtained by excluding special items from operating result and net profit.
The income components are classified as special items, if significant, when: (i) they result from non-recurring events or transactions or from transactions or events which do not occur frequently in the ordinary course of business; (ii) they result from events or transactions which are not representative of the normal course of business, or (iii) they result from economic components that do not generate cash flows, typically of an accounting nature (non-cash movement). The tax rate applied to the items excluded from the calculation of adjusted net profit is determined on the basis of the nature of each revenue item subject to exclusion. Adjusted operating profit and adjusted net profit are not provided for by either IFRS or other standard setters. These performance metrics allow for analysis of the business trends, making it easier to compare results. The NON-GAAP financial report must be considered complementary to and not replacing the reports prepared according to IFRS.
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Gas distribution regulated revenue increased by 746.7 million euro compared to 2024 as a result of the new scope arising from the acquisition of 2i Rete Gas, despite the significant decrease in the WACC (-51.6 million euro), partially offset by the growth in the RAB, mainly driven by investments made in the period, and by the effect of the revaluation rate, and the impact over the twelve months of 2025 of the higher operating costs recognised for tariff purposes (ARERA Resolution no. 87/2025/R/gas).
Other revenues increased by 48.4 million euro compared to 2024 mainly due to higher revenues arising from the energy efficiency sector (+44.7 million euro).
OPERATING COSTS

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025 | Abs. change | % Change
Fixed gas distribution costs | 249.7 | 345.3 | 95.6 | 38.3
Net personnel costs | 157.7 | 214.0 | 56.3 | 35.7
Net external costs | 92.0 | 131.3 | 39.3 | 42.8
Other assets | 95.6 | 130.4 | 34.8 | 36.4
Net personnel costs | 14.7 | 14.6 | (0.1) | (0.7)
Net external costs | 80.9 | 115.8 | 34.9 | 43.1
Other costs and provisions | 8.4 | 55.7 | 47.3 | -
of which special items | - | 46.0 | 46.0 | -
Other adjusted costs and provisions | 8.4 | 9.7 | 1.3 | 15.0
EEC | - | (6.0) | (6.0) | -
Concession-related expenses | 74.2 | 121.4 | 47.2 | 63.6
Operating costs | 427.9 | 646.8 | 218.9 | 51.2
Adjusted operating costs | 427.9 | 600.8 | 172.9 | 40.4

Operating costs amounted to 646.8 million euro, an increase of 218.9 million euro compared with the corresponding period of 2024, mainly due to the inclusion of the new scope resulting from the acquisition of 2i Rete Gas and to growth in activities relating to the energy efficiency sector, which are reflected under other revenues. Operating costs include special items amounting to a total of 46.0 million euro.
Adjusted operating costs amounted to 600.8 million euro, up by 172.9 million euro compared with the same period in 2024. On a like-for-like basis, and so including the values of 2i Rete Gas for the period April-December 2024, costs decreased by 30.6 million euro (-5.2%). Furthermore, it is noted that the synergies and efficiency gains, calculated on a like-for-like basis (including the 2i Rete Gas Group for 12 months) and using the sum of the costs for financial year 2023 as a baseline, reached 35 million euro.
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AMORTISATION, DEPRECIATION AND IMPAIRMENT

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025 | Abs. change | % Change
Amortisation and depreciation | 530.2 | 677.2 | 147.0 | 27.7
Intangible assets IFRIC 12 | 435.2 | 545.3 | 110.1 | 25.3
Other Intangible Assets | 42.0 | 61.9 | 19.9 | 47.4
Property, plant and equipment | 53.0 | 70.0 | 17.0 | 32.1
of which, amortisation and depreciation as per IFRS 16 | 32.5 | 44.6 | 12.1 | 37.2
Impairment | - | 0.3 | 0.3 | 0.0
Amortisation, depreciation and impairment | 530.2 | 677.5 | 147.3 | 27.8

Amortisation, depreciation and impairment came to 677.5 million euro, up 147.3 million euro (+27.8%) compared to 2024, mainly due to the assets acquired from 2i Rete Gas (revalued as a result of the purchase price allocation), partially offset by the effect over 12 months of the completion of the amortisation process for assets to be transferred free of charge relating to the Rome concession (expired in November 2024).
NET FINANCIAL EXPENSE

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025 | Abs. change | % Change
Expense (income) on short-term and long-term financial debt | 113.6 | 219.7 | 106.1 | 93.4
of which special items | - | 5.6 | 5.6 | -
Upfront fee | 10.6 | 14.0 | 3.4 | 32.1
Other net financial expense (income) | (2.3) | 2.8 | 5.1 | -
Expenses (income) related to the discounting of environmental provisions and provisions for employee benefits | 3.8 | 3.8 | 0.0 | 0.0
Other net financial expense (income) | (6.1) | (1.0) | 5.1 | (83.6)
Financial expense capitalised | (1.3) | (0.1) | 1.2 | (92.3)
Net financial expense | 120.6 | 236.4 | 115.8 | 96.0
Adjusted net financial expense | 120.6 | 230.8 | 110.2 | 91.4

Net financial expense increased by 115.8 million euro compared to 2024, mainly as a result of the expenses relating to the so-called “bridge” facility for the acquisition of 2i Rete Gas, the impact of the dual-tranche note issued in March 2025, the expenses due to the consolidation of the debt of 2i Rete Gas and the expenses arising from the fair value measurement of the bonds issued by 2i Rete Gas as a result of the purchase price allocation.
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Net financial expense include special items for 5.6 million euro, related to part of the costs incurred for the acquisition of 2i Rete Gas. Net of the latter, adjusted net financial expense amounted to 230.8 million euro, up by 110.2 million euro.
NET INCOME FROM EQUITY INVESTMENTS
Net income from equity investments amounted to 10.9 million euro and refer to the contribution of investments accounted for using the equity method.
INCOME TAXES

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025 | Abs. change | % Change
Current taxes | 164.0 | 310.9 | 146.9 | 89.6
Net deferred taxes | 1.3 | (31.0) | (32.3) | -
Income taxes | 165.3 | 279.9 | 114.6 | 69.3
Taxation related to special items | (10.8) | 0.2 | 11.0 | -
Adjusted income taxes | 176.1 | 279.7 | 103.6 | 58.8
Effective tax rate (%) | 24.6% | 28.4% |  |
Adjusted effective tax rate (%) | 24.8% | 28.4% |  |

Income taxes amounted to 279.9 million euro, up by 114.6 million euro compared to the corresponding value in the previous year. Income taxes include the tax effect related to special items for 0.2 million euro.
Adjusted income taxes amounted to 279.7 million euro, an increase of 103.6 million euro compared to the previous year, due to the higher profit before taxes for the period and the cessation during financial year 2025 of the patent box benefit (21.9 million euro in 2024).
The Adjusted tax rate thus stands at 28.4% (24.8% in the financial year 2024).
The reconciliation of the theoretical tax rate with the effective tax rate is described in the note “Income taxes” in the Notes to the consolidated financial statements.
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Reclassified Statement of Financial Position
The Reclassified Statement of Financial Position combines the assets and liabilities of the mandatory format included in the consolidated financial statements based on the criterion of how the business operates, conventionally split into the three basic functions of investment, operations and financing.
The statement provided represents useful information for the investor because it makes it possible to identify the sources of financial resources (own and third-party funds) and uses of financial resources in fixed and working capital.
The Italgas’ Reclassified Statement of Financial Position as at 31 December 2025, compared with that as at 31 December 2024, is summarised below:

(€ million) | As of 31 December 2024 | As of 31 December 2025 | Abs. change
Fixed capital (*) | 8,777.1 | 14,090.0 | 5,312.9
Property, plant and equipment | 383.3 | 488.1 | 104.8
Intangible assets | 8,305.6 | 13,560.6 | 5,255.0
Equity investments | 176.1 | 192.0 | 15.9
Financial receivables and securities instrumental to operations | 319.5 | 324.0 | 4.5
Net payables for investing activity | (407.4) | (474.7) | (67.3)
Net working capital | 835.1 | 787.7 | (47.4)
Provisions for employee benefits | (61.3) | (80.5) | (19.2)
Assets held for sale and directly related liabilities | 5.4 | 236.5 | 231.1
NET INVESTED CAPITAL | 9,556.3 | 15,033.7 | 5,477.4
Equity | 2,793.5 | 4,165.9 | 1,372.4
- attributable to the Italgas Group | 2,457.9 | 3,818.9 | 1,361.0
- attributable to non-controlling interests | 335.6 | 347.0 | 11.4
Net financial debt | 6,762.8 | 10,867.8 | 4,105.0
FUNDING | 9,556.3 | 15,033.7 | 5,477.4

(*) Net of the effects deriving from the application of IFRS 15.
Below is an analysis of the change in Property, plant and equipment and Intangible assets :

(€ million) | Property, plant and equipment | IFRIC 12 assets | Intangible assets | Total
Balance as at 31 December 2024 | 383.3 | 7,955.7 | 349.9 | 8,688.9
Additions | 112.0 | 1,020.3 | 71.2 | 1,203.6
- of which IFRS 16 | 69.0 | - | - | 69.0
Amortisation, depreciation and impairment of assets | (70.3) | (545.0) | (62.1) | (677.4)
- of which, depreciation as per IFRS 16 | (44.6) | - | - | (44.6)

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Assets acquired through business combination | 57.4 | 4,536.0 | 572.3 | 5,165.6
Grants | - | (62.0) | - | (62.0)
Net disposals and sales | (3.4) | (35.6) | (22.0) | (61.1)
Assets held for sale | (1.2) | (216.1) | (21.9) | (239.2)
Other changes | 10.3 | (5.5) | 25.5 | 30.3
Balance as at 31 December 2025 | 488.1 | 12,647.7 | 912.9 | 14,048.7

Equity investments (192.0 million euro) increased by 15.9 million euro due to the contribution of associated companies (+11.1 million euro, of which 5.6 million euro from the water sector and 5.5 million euro attributable to the gas sector) and other companies (+4.8 million euro).
Financial receivables and securities instrumental to operations (324.0 million euro) include the financial receivable due from the Municipality of Rome, contractually provided for in the gas distribution concession and which became due following its expiry (299.6 million euro).
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Net working capital as at 31 December 2025 amounts to 787.7 million euro and is broken down as follows:

(€ million) | As of 31 December 2024 | As of 31 December 2025 | Abs. change
Trade receivables | 751.9 | 1,217.5 | 465.6
Inventories | 57.2 | 74.7 | 17.5
Net tax receivables (payables) | 381.5 | 260.1 | (121.4)
Other assets | 596.6 | 725.2 | 128.6
Trade payables | (249.7) | (377.1) | (127.4)
Provisions for risks and charges | (92.1) | (120.4) | (28.3)
Net prepaid and deferred tax assets (liabilities) | (48.3) | (12.2) | 36.1
Other liabilities | (562.0) | (980.1) | (418.1)
| 835.1 | 787.7 | (47.4)

Net financial debt

(€ million) | As of 31 December 2024 | As of 31 December 2025 | Abs. change
Financial and bond debt | 7,185.8 | 11,416.9 | 4,231.1
Short-term financial debt (*) | 934.2 | 920.4 | (13.8)
Long-term financial debt | 6,161.1 | 10,362.5 | 4,201.4
Lease liabilities - IFRS 16 and IFRIC 12 | 90.5 | 134.0 | 43.5
Funding derivative contracts Cash flow Hedge | (16.9) | (13.2) | 3.7
Short-term contracts | (5.9) | (4.5) | 1.4
Long-term contracts | (11.0) | (8.7) | 2.3
Financial receivables and cash and cash equivalents | (406.1) | (535.9) | (129.8)
Cash and cash equivalents | (402.7) | (531.9) | (129.2)
Financial receivables | (3.4) | (4.0) | (0.6)
Net financial debt | 6,762.8 | 10,867.8 | 4,105.0
Lease liabilities - IFRS 16 and IFRIC 12 | 90.5 | 134.0 | 43.5
Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12) | 6,672.3 | 10,733.8 | 4,061.5

(*) These include the short-term portions of long-term financial debt.
Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12) increased by 4,061.5 million euro compared to 31 December 2024 and includes the loans of the former 2i Rete Gas and the issue of a dual- tranche note of 1,000 million euro intended to finance part of the consideration for the acquisition of 2i Rete Gas.
Financial and bond debt as at 31 December 2025 amounted to 11,416.9 million euro (7,185.8 million euro as at 31 December 2024) and refer to: bonds for 8,371.4 million euro (including the fair value measurement of the bonds issued by 2i Rete Gas as a result of the purchase price allocation), European Investment Bank/EIB
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loan agreements for 1,105.7 million euro, payables to banks for 1,805.8 million euro and financial liabilities pursuant to IFRS 16 and IFRIC 12 for 134.0 million euro.
As at 31 December 2025, fixed-rate debt accounted for 79.8% of financial and bond debt (85.4% as at 31 December 2024), while floating-rate debt stood at 20.2% (14.6% as at 31 December 2024). The increase in floating-rate liabilities is due to the signing of new bank loans concluded during the year and the maturity of two fixed-rate bonds, partially offset by the consolidation of the fixed-rate bonds held by 2i Rete Gas.
Statement of comprehensive income

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Profit | 507.5 | 705.8
Other comprehensive income |  |
Components that may be reclassified subsequently to the income statement: |  |
Fair value gain/(loss) arising from hedging instruments during the period, net of tax effect (Effective portion) | (15.3) | (3.2)
Tax effect | 3.7 | 0.8
| (11.6) | (2.4)
Components that will not be reclassified to the income statement: |  |
Actuarial gains (losses) from remeasurement of defined benefit plans for employees | (0.6) | (1.0)
Change in fair value of investments measured at FVTOCI | 0.1 | (1.3)
Tax effect | 0.1 | 0.6
| (0.4) | (1.7)
Total other comprehensive income, net of tax effect | (12.0) | (4.1)
Total comprehensive income for the year | 495.5 | 701.7
Attributable to: |  |
- Italgas | 466.9 | 668.2
- Non-controlling interests | 28.6 | 33.5
| 495.5 | 701.7

Reclassified Statement of Cash Flows
The reclassified statement of cash flows provided is the summary of the legally required cash flow statement. The reclassified statement of cash flows makes it possible to reconcile the change in cash and cash equivalents at the start and end of the period with the change in net financial debt at the start and end of the period. The measure which allows for the reconciliation between the two statements is the free cash flow 35 , i.e. the cash
35 The free cash flow alternatively represents: (i) the change in cash for the period, after the addition/subtraction of cash flows relating to financial payables/receivables (usage/repayment of financial receivables/debt) and equity (payment of dividends/capital contributions); (ii) the change in net financial debt for the period, after the addition/subtraction of flows of debt relating to equity (payment of dividends/capital contributions).
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surplus or deficit remaining after the financing of investments.

(€ thousand) | As of 31 December 2024 | As of 31 December 2025
Profit | 507.5 | 705.8
Correction: |  |
- Amortisation, depreciation and other non-monetary components | 518.0 | 710.7
Net capital losses (capital gains) on asset sales and eliminations | 5.6 | 2.2
- Interest and income taxes | 285.9 | 516.3
Change in working capital due to operating activities | (97.7) | 127.2
Dividends, interest and income taxes collected (paid) | (120.6) | (437.1)
Cash flow from operating activities | 1,098.7 | 1,625.1
Technical investments | (845.4) | (1,087.3)
Other changes related to investing activity | 35.1 | (24.1)
Disinvestments and other changes | 27.6 | 5.2
Free cash flow before Merger and Acquisition transactions | 316.0 | 518.9
Companies included in the scope of consolidation | 19.8 | (2,062.8)
of which: |  |
price paid for equity before net cash acquired | (14.5) | (2,071.9)
cash and cash equivalents from companies in the scope of consolidation | 34.3 | 9.1
Net acquisition of companies, plant and other financial assets | (77.8) | -
Free cash flow | 258.0 | (1,543.9)
Change in short- and long-term financial debt and financial receivables | 228.6 | 1,069.2
Repayment of lease liabilities | (34.1) | (46.7)
Capital contribution from third parties | - | 1,023.0
Equity cash flow | (299.8) | (348.7)
Other changes | - | (23.7)
Net cash flow for the year | 152.7 | 129.2

(*) Net of the effects deriving from the application of IFRS 15.
Change in net financial debt

(€ thousand) | As of 31 December 2024 | As of 31 December 2025
Free cash flow | 258.0 | (1,543.9)
Change in financial debt from companies that joined the scope of consolidation | - | (3,075.9)
Increase in lease liabilities and fees | (45.5) | (67.0)
Equity cash flow | (299.8) | (348.7)
Capital contribution from third parties | - | 1,023.0

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Other changes (difference between financial expense accounted for, and paid fair value of derivatives) | (41.2) | (92.5)
Change in net financial debt | (128.5) | (4,105.0)

The cash flow from operating activities as at 31 December 2025, amounting to 1,625.1 million euro, fully financed the net investment cash flow, generating a free cash flow before merger and acquisition transactions of 518.9 million euro, which covered the dividends paid in full.
The price for the acquisition of 2i Rete Gas, amounting to 2,071.9 million euro (equity value), was financed with the funds arising from the capital increase ended on 24 June 2025, which enabled the full reimbursement of the bridge facility for 1,000 euro, and with the issue of the dual-tranche note.
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4.2 Comment on the economic and financial results of Italgas S.p.A.
Italgas S.p.A. was incorporated on 1 June 2016 and listed on the Milan Stock Exchange from 7 November 2016.
Reclassified income statement
In view of Italgas S.p.A.’s nature as an industrial investment holding, the following reclassified Income Statement has been prepared, which inverts the order of the income statement items under Leg. Decree 127/1991, presenting first those which relate to the financial operations, as this is the most significant income component for those companies 36 .

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025 | Abs. change | % Change
Income from investments | 428.2 | 396.6 | (31.6) | (7.4)
Interest income | 133.9 | 146.4 | 12.5 | 9.3
Interest expenses and other financial expenses | (130.3) | (184.4) | (54.1) | 41.5
Total financial income and expenses | 431.8 | 358.6 | (73.2) | (17.0)
Income from services | 79.7 | 91.0 | 11.3 | 14.2
Other operating income | 79.7 | 91.0 | 11.3 | 14.2
For staff | (49.3) | (61.7) | (12.4) | 25.2
of which special items | - | 3.8 | 3.8 | 0.0
For performance of non-financial services and other costs | (31.9) | (35.5) | (3.6) | 11.3
Amortisation | (2.7) | (3.2) | (0.5) | 18.5
Total of other operating costs | (83.9) | (100.4) | (16.5) | 19.7
Total of other operating costs - adjusted | (83.9) | (96.6) | (12.7) | 15.1
Profit before taxes | 427.6 | 349.2 | (78.4) | (18.3)
Adjusted Profit before taxes | 427.6 | 353.0 | (74.6) | (17.4)
Income taxes | (5.1) | 6.9 | 12.0 | 0.0
of which special items | - | 1.1 | 1.1 | 0.0
Adjusted income taxes | (5.1) | 5.8 | 10.9 | 0.0
Profit | 422.5 | 356.1 | (66.4) | (15.7)
Adjusted net profit | 422.5 | 358.8 | (63.7) | (15.1)

The income statement items classified as special items 37 for the 2025 financial year relate to share ‑ based payments deriving from the broad-based share ownership plan (IGrant Plan) and from the Co-investment Plan
36 See Consob Communication 94001437 of 23 February 1994.
37 For the definition of special items, please refer to section 4.1.
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dedicated to the Group’s managers, amounting to -3.8 million euro of operating costs (with a tax effect of +1.1 million euro).
Analysis of the Reclassified Income Statement items
FINANCIAL INCOME AND EXPENSES
Income from equity investments (396.6 million euro) essentially includes the dividends paid by Italgas Reti subsidiaries (381.0 million euro) and Toscana Energia (15.4 million euro).
Interest income (146.4 million euro) essentially relates to income from the intragroup loans granted by Italgas to its subsidiaries.
Interest expense and other financial expense (184.4 million euro) refers to the costs relating to financial debt and essentially concerns bond loan expense 38 (123.6 million euro) and loans from banks (55.9 million euro).
OTHER OPERATING INCOME
Other operating income (91.0 million euro), presented net of revenues that correspond to costs arising from charges to Italgas Reti relating to the acquisition and integration of 2i Rete Gas and to disposals deriving from the Antitrust measure, for a total of -21.8 million euro, mainly refers to recharges to subsidiaries of costs incurred for the provision of services managed centrally by Italgas S.p.A. These services are governed by contracts entered into between Italgas S.p.A. and its subsidiaries and relate to the following areas: personnel and organisation; planning, administration, finance and control; procurement; general, real estate and security services; legal, corporate and compliance affairs; health, safety and environment; institutional relations and regulation; external relations and sustainability; internal audit, enterprise risk management (ERM), the Data Protection Officer and Tax.
OTHER OPERATING EXPENSES
Other operating costs (100.4 million euro), presented excluding costs charged to Italgas Reti relating to the acquisition and integration of 2i Rete Gas and the disposals deriving from the Antitrust measure, for a total of -21.8 million euro, which correspond to revenues, relate to personnel costs (73.0 million euro), costs for non- financial services, other costs (31.8 million euro) and depreciation and impairment (3.2 million euro).
Reclassified Statement of Financial Position

(€ million) | As of 31 December 2024 | As of 31 December 2025 | Abs. change
Fixed capital | 7,969.9 | 10,945.2 | 2,975.3
Property, plant and equipment | 12.3 | 10.5 | (1.8)
Intangible assets | 1.9 | 1.9 | -
Equity investments | 3,441.4 | 5,485.5 | 2,044.1

38 The details of bond issues during the year and related terms are provided in the note “Current and non-current financial liabilities” in the Notes to the separate financial statements.
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Financial receivables and securities instrumental to operations | 4,514.4 | 5,447.5 | 933.1
Net payables related to investments | (0.1) | (0.2) | (0.1)
Net working capital | 97.2 | 54.6 | (42.6)
Provisions for employee benefits | (8.4) | (8.2) | 0.2
NET INVESTED CAPITAL | 8,058.7 | 10,991.6 | 2,932.9
Equity | 1,961.9 | 3,003.5 | 1,041.6
Net financial debt | 6,096.8 | 7,988.1 | 1,891.3
FUNDING | 8,058.7 | 10,991.6 | 2,932.9

Net invested capital amounts to 10,991.6 million euro, an increase of 2,932.9 million euro compared with 31 December 2024, mainly as a result of the acquisition of 2i Rete Gas, which generated an increase in equity investments (2,044.1 million euro), higher financial receivables and securities instrumental to operating activities (933.1 million euro), partially offset by a reduction in net working capital (42.6 million euro).
Equity investments amounting to 5,485.5 million euro relate to the subsidiaries Italgas Reti, Nepta, Toscana Energia, Geoside, Italgas NewCo and Bludigit (5,467.7 million euro), to the jointly controlled company Metano S. Angelo Lodigiano and to associates and other companies (17.8 million euro).
Net working capital at 31 December 2025 is broken down as follows:

(€ million) | As of 31 December 2024 | As of 31 December 2025 | Abs. change
Trade receivables | 76.2 | 75.5 | (0.7)
Net tax receivables (payables) | 54.2 | 21.7 | (32.5)
Other assets | 5.4 | 2.3 | (3.1)
Trade payables | (19.9) | (26.9) | (7.0)
Provisions for risks and charges | (4.8) | (2.7) | 2.1
Net prepaid and deferred tax assets (liabilities) | (1.1) | 0.1 | 1.2
Other liabilities | (12.8) | (15.4) | (2.6)
| 97.2 | 54.6 | (42.6)

Compared with 31 December 2024, net working capital decreased by 42.6 million euro, mainly due to lower tax receivables (32.6 million euro).
Net financial debt

(€ million) | As of 31 December 2024 | As of 31 December 2025 | Abs. change
Financial and bond debt | 7,294.9 | 8,907.8 | 1,612.9
Short-term financial debt (*) | 1,356.8 | 639.4 | (717.4)
Long-term financial debt | 5,930.2 | 8,262.1 | 2,331.9

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Lease liabilities - IFRS 16 | 7.9 | 6.3 | (1.6)
Funding derivative contracts Cash flow Hedge | (15.1) | (12.0) | 3.1
Short-term contracts | (4.7) | (3.7) | 1.0
Long-term contracts | (10.4) | (8.3) | 2.1
Financial receivables and cash and cash equivalents | (1,183.0) | (907.7) | 275.3
Cash and cash equivalents | (268.3) | (436.4) | (168.1)
Financial receivables | (914.7) | (471.3) | 443.4
Net financial debt | 6,096.8 | 7,988.1 | 1,891.3
Lease liabilities - IFRS 16 | 7.9 | 6.3 | (1.6)
Net financial debt (excluding the effects pursuant to IFRS 16) | 6,088.9 | 7,981.8 | 1,892.9

(*) Includes the short-term portion of long-term financial debt and financial debt to subsidiaries.
Financial and bond debt as at 31 December 2025 totalled 8,907.8 million euro (7,294.9 million euro as at 31 December 2024) and referred to bonds (6,160.8 million euro), European Investment Bank (EIB) loan agreements (744.7 million euro), payables to banks (1,522.8 million euro), IFRS 16 financial debt (6.3 million euro) and financial debt to subsidiaries (473.2 million euro).
As at 31 December 2025, fixed-rate debt accounted for 73.1% of financial and bond debt (82.3% as at 31 December 2024), while floating-rate debt stood at 26.9% (17.7% as at 31 December 2024).
Reclassified Statement of Cash Flows

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Profit | 422.5 | 356.1
Correction: |  |
- Amortisation, depreciation and other non-monetary components | 0.6 | 10.9
- Interest, income taxes and dividends | (426.7) | (365.4)
Change in working capital due to operating activities | (106.2) | 23.8
Dividends, interest and income taxes collected (paid) | 443.7 | 432.8
Cash flow from operating activities | 333.9 | 458.2
Technical investments | (2.5) | (1.4)
Equity investments | (30.0) | 0.0
Net financial investments instrumental to operating activities | (333.8) | (902.4)
Other changes related to investing activity | (0.2) | 0.2
Disinvestments and other changes | 0.0 | 0.0
Free cash flow before Merger and Acquisition transactions | (32.6) | (445.4)
Acquisition of equity investments | 0.0 | (2,071.9)
of which: |  |
price paid for equity before net cash acquired | 0.0 | (2,071.9)

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Free cash flow | (32.6) | (2,517.3)
Change in short- and long-term financial debt and financial receivables | 383.1 | 2,017.6
Repayment of lease liabilities | (2.3) | (1.9)
Capital contribution from third parties | 0.0 | 1,023.0
Equity cash flow | (285.6) | (329.5)
Other changes | 0.0 | (23.8)
Cash flow for the year | 62.6 | 168.1

Change in net financial debt

(€ million) | As of 31 December 2024 | As of 31 December 2025
Free cash flow | (32.6) | (2,517.3)
Increase in lease liabilities | (0.2) | (0.3)
Equity cash flow | (285.6) | (329.5)
Capital contribution from third parties | 0.0 | 1,023.0
Other changes | (28.3) | (67.2)
Change in net financial debt | (346.7) | (1,891.3)

4.3 Non – GAAP Measures
Alternative performance measures
On 5 October 2015, the ESMA (European Security and Markets Authority) published its guidance (ESMA/2015/1415) on the presentation criteria for alternative performance measures (API or APM), which replaces the CESR/05-178b recommendations from 3 July 2016. The NON-GAAP financial report must be considered complementary to and not replacing the reports prepared according to IAS – IFRS. The alternative performance measures adopted in this report are illustrated below.

Alternative economic performance measures | Description
Gas distribution regulated revenue | Operating performance indicator representing revenues from regulated gas distribution activities, calculated by subtracting Other revenues from Revenues and other income. Other revenues is revenue from unregulated activities, revenue for construction and enhancement of infrastructures recognised pursuant to IFRIC 12, the release of connection contributions relating to the financial year and any other components entered in the statement of reconciliation of the income statement of the subsequent chapter “Reconciliation of the reclassified income statement, statement of financial position and statement of cash flows”.
Total revenues and other income | Total revenues and other income excludes (i) the effects of applying IFRIC 12 “Service Concession Arrangements”, (ii) connection fees, (iii) reimbursements from third parties and other residual items.

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Total revenues and other income adjusted | Total revenues and other income excludes (i) the effects of applying IFRIC 12 “Service Concession Arrangements”, (ii) connection fees, (iii) reimbursements from third parties and other residual items, (iv) items classified as “special items”, i.e., deriving from: (a) non-recurring events or transactions or from transactions or events which do not occur frequently in the ordinary course of business; (b) events or transactions which are not representative of the normal course of business, or (c) economic components that do not generate cash flows, typically of an accounting nature (non-cash movement).
Operating costs | Operating performance indicator representing the legally-required operating costs minus costs for construction and enhancement of the infrastructure recognised pursuant to IFRIC 12 and any other components entered in the statement of reconciliation of the income statement of the subsequent chapter “Reconciliation of the reclassified income statement, statement of financial position and statement of cash flows”.
EBITDA | Operating performance indicator, calculated as net profit excluding income taxes, net income from equity investments, net financial expense, amortisation, depreciation and impairment.
EBIT | Operating performance indicator, calculated as net profit for the year excluding income taxes, net income from equity investments and net financial expense.
Adjusted Profit before taxes | Net profit for the year excluding income taxes and items classified as “special items”, i.e. from: (a) non-recurring events or transactions or from transactions or events which do not occur frequently in the ordinary course of business; (b) events or transactions which are not representative of the normal course of business, or (c) economic components that do not generate cash flows, typically of an accounting nature (non-cash movement).
Adjusted net profit | Net profit for the year excluding items classified as “special items”, i.e. from: (a) non-recurring events or transactions or from transactions or events which do not occur frequently in the ordinary course of business; (b) events or transactions which are not representative of the normal course of business, or (c) economic components that do not generate cash flows, typically of an accounting nature (non-cash movement).
Adjusted net profit attributable to the Group | Net profit for the year attributable to Owners of the parent company excluding items classified as “special items” attributable to Owners of the parent company, i.e. from: (a) non-recurring events or transactions or from transactions or events which do not occur frequently in the ordinary course of business; (b) events or transactions which are not representative of the normal course of business, or (c) economic components that do not generate cash flows, typically of an accounting nature (non-cash movement).
Adjusted net profit attributable to non-controlling interests | Non-controlling interests excluding items classified as “special items” attributable to Owners of the parent company, i.e. from: (a) non-recurring events or transactions or from transactions or events which do not occur frequently in the ordinary course of business; (b) events or transactions which are not representative of the normal course of business, or (c) economic components that do not generate cash flows, typically of an accounting nature (non-cash movement).
Adjusted Earnings per Share | Indicator of the profitability of the company’s shares, calculated as the ratio between the net profit attributable to the Group and the total number of shares.
Alternative capital performance measures | Description
Net working capital | A capital indicator that expresses the capital employed in current and non-financial assets and liabilities. This is defined as the sum of the values relating to Trade receivables and payables, Inventories, Tax receivables and payables, Provisions for risks and charges, Prepaid taxes, Deferred tax liabilities and Other assets and liabilities.
Fixed capital | A capital indicator that expresses the total fixed assets. It is defined as the sum of the values relating to items of Property, plant and equipment, Intangible assets net of Other liabilities relating to connection contributions, Equity investments and Net payables relating to investment activities.
Net invested capital | A capital indicator that expresses the investments made by the company in operations. This is defined as the sum of the values related to fixed capital, net working capital, provisions for employee benefits and assets held for sale and directly related liabilities.

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Investments | They are calculated as the sum of investments in property, plant and equipment and investments in intangible assets.
Alternative financial performance measures | Description
Cash flow from operating activities | It represents the net cash flow from the operating activity of the mandatory schemes, excluding the effects deriving from the application of the IFRS 15 accounting standard (Other liabilities relating to connection contributions).
Free cash flow before Merger and Acquisition transactions | It represents the cash surplus or deficit remaining after the financing of investments, excluding the flow deriving from Merger and Acquisition transactions.
Free cash flow | It represents the cash surplus or deficit remaining after financing of the investments.
Net financial debt | Determined as the sum of current and non-current financial liabilities, net of cash and cash equivalents, current financial assets, for instance securities held for trading, and other current and non-current financial assets.

Reconciliation of the reclassified Income Statement, Statement of Financial Position and Statement of Cash Flows
In line with ESM/2015/1415 guidance, the reconciliation of the Income Statements, Statements of Financial Position and Statements of Cash Flows of the Italgas Group and Italgas S.p.A., commented in the Directors’ Report is provided below with the related legally required statements.
In compliance with the ESMA provisions for the taxonomy of ESEF (European Single Electronic Format) annual financial statements, a number of items in the financial position and income statement were reclassified, also readjusting the values as at 31 December 2025.
For more details, see the “Financial Statements” section of the notes to the consolidated financial statements and separate financial statements.
Reconciliation between reclassified consolidated financial statements and the legally required financial statements
RECLASSIFIED INCOME STATEMENT

(€ million) | Reference to the explanatory notes of the condensed consolidated interim financial statements | For the year ended 31 December 2024 |  | For the year ended 31 December 2025
Figures from mandatory statements | Partial figures from mandatory statements | Figures from reclassified statements |  | Figures from mandatory statements | Partial figures from mandatory statements | Figures from reclassified statements

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Revenues (from mandatory statements) |  | 2,539.4 |  |  |  | 3,589.1 |  |
- Revenues for construction and upgrading of distribution infrastructures IFRIC 12 | (note 27) |  | (746.5) |  |  |  | (995.6) |
- Connection contribution uses | (note 27) |  | (19.0) |  |  |  | (35.0) |
- Reimbursement of faulty meters | (note 27) |  | (16.6) |  |  |  | (10.9) |
- Repayments from third parties | (note 27) |  | (14.3) |  |  |  | (11.4) |
- Operational performance vs. Campania Region | (note 27) |  | (2.6) |  |  |  | (0.8) |
- Other reimbursement | (note 27) |  | (0.1) |  |  |  | - |
Total revenues and other income (from reclassified statements) |  |  |  | 1,740.3 |  |  |  | 2,535.4
Operating costs (from mandatory statements) |  | (1,220.7) |  |  |  | (1,684.9) |  |
- Revenues for construction and upgrading of distribution infrastructures IFRIC 12 | (note 27) |  | 746.5 |  |  |  | 995.6 |
- Reimbursement of faulty meters | (note 27) |  | 16.6 |  |  |  | 10.9 |
- Repayments from third parties | (note 27) |  | 14.3 |  |  |  | 11.4 |
- Operational performance vs. Campania Region | (note 27) |  | 2.6 |  |  |  | 0.8 |
- Other reimbursement | (note 27) |  | 0.1 |  |  |  | - |
- Other changes | (note 27) |  | - |  |  |  |  |
- Use of metering provision | (note 28) |  | 12.6 |  |  |  | 19.3 |
Operating costs (from reclassified statements) |  |  |  | (427.9) |  |  |  | (646.8)
EBITDA |  |  |  | 1,312.4 |  |  |  | 1,888.6
Amortisation, depreciation and impairment of assets (from mandatory statements) |  | (536.6) |  |  |  | (693.1) |  |
- Connection contribution uses | (note 27) |  | 19.0 |  |  |  | 35.0 |
- Other changes | (note 27) |  | - |  |  |  | - |
- Use of metering provision | (note 28) |  | (12.6) |  |  |  | (19.3) |

75

Amortisation, depreciation and impairment of assets (from reclassified statements) |  |  |  | (530.2) |  |  |  | (677.5)
EBIT |  | 782.1 |  | 782.2 |  | 1,211.1 |  | 1,211.1
Net financial expense |  | (120.6) |  | (120.6) |  | (236.4) |  | (236.4)
Net income from equity investments |  | 11.2 |  | 11.2 |  | 10.9 |  | 10.9
Profit before taxes |  | 672.8 |  | 672.8 |  | 985.7 |  | 985.7
Income taxes |  | (165.3) |  | (165.3) |  | (279.9) |  | (279.9)
Profit (loss) |  | 507.5 |  | 507.5 |  | 705.8 |  | 705.8

RECLASSIFIED STATEMENT OF FINANCIAL POSITION

(€ million) |  | As of 31 December 2024 | As of 31 December 2025
(Where not expressly indicated, the item is obtained directly from the legally-required statement) | Reference to the explanatory notes of the consolidated financial statements | Partial figures from mandatory statements | Figures from reclassified statements | Partial figures from mandatory statements | Figures from reclassified statements
Fixed capital |  |  |  |  |
Property, plant and equipment |  |  | 383.3 |  | 488.1
Intangible assets, of which: |  |  | 8,305.6 |  | 13,560.6
- Intangible assets | (note 13) | 8,833.3 |  | 14,723.3 |
from which to deduct Connection contributions | (note 20) | (527.7) |  | (1,162.7) |
Equity investments |  |  | 176.1 |  | 192.0
Financial receivables and securities instrumental to operations |  |  | 319.5 |  | 324.0
Net payables relating to investment activities, composed of: |  |  | (407.4) |  | (474.7)
- Trade and other payables (Payables for investment activities) | (note 18) | (412.7) |  | (479.0) |
- Trade receivables and other receivables (Receivables from investment/divestment activities) | (note 8) | 5.3 |  | 4.3 |
Total fixed capital (from reclassified statements) |  |  | 8,777.1 |  | 14,090.0
Net working capital |  |  |  |  |
Trade receivables |  |  | 740.4 |  | 1,217.5
Inventories |  |  | 57.2 |  | 74.7
Tax assets, composed of: |  |  | 420.8 |  | 312.5
- Current and non-current tax receivables/liabilities (non-current tax receivables) | (note 10) | 17.7 |  | 20.9 |
- Other current and non-current non-financial assets (Other current taxes) | (note 11) | 37.9 |  | 53.1 |
- Trade receivables and other receivables (IRES receivables for national tax Consolidation scheme) | (note 8) | 5.2 |  | 1.0 |
- Prepaid taxes | (note 23) | - |  | - |
- Reclassification to Tax Receivables for Super/Ecobonus Receivables | (note 11) | 360.0 |  | 237.5 |
Other assets, composed of: |  |  | 608.0 |  | 725.1
- Trade receivables and other receivables (Other receivables) | (note 8) | 142.0 |  | 184.4 |
- Other current and non-current non-financial assets | (note 11) | 379.7 |  | 265.2 |

76

- Reclassification to Tax Receivables for Super/Ecobonus Receivables | (note 11) | (360.0) |  | (237.5) |
- Other current and non-current non-financial assets (Other regulated activities) | (note 11) | 446.3 |  | 513.0 |
Trade payables |  |  | (249.7) |  | (377.1)
Provisions for risks and charges |  |  | (92.1) |  | (120.4)
Deferred tax liabilities |  |  | (48.3) |  | (12.2)
Tax payables, composed of: |  |  | (39.3) |  | (52.3)
- Current and non-current tax receivables/liabilities (Current tax liabilities) | (note 11) | (25.6) |  | (2.5) |
- Other current and non-current non-financial liabilities (Other tax liabilities) | (note 20) | (13.7) |  | (41.6) |
Other liabilities, composed of: |  |  | (562.0) |  | (980.1)
- Trade and other payables (Other payables) | (note 18) | (522.2) |  | (911.5) |
- Other current and non-current non-financial liabilities | (note 20) | (39.8) |  | (68.6) |
Total net working capital (from reclassified statements) |  |  | 835.1 |  | 787.7
Provisions for employee benefits |  |  | (61.3) |  | (80.5)
Assets held for sale: |  |  | 5.40 |  | 236.5
NET INVESTED CAPITAL |  |  | 9,556.3 |  | 15,033.7
Equity including non-controlling interests |  |  | (2,793.5) |  | (4,165.9)
Net financial debt |  |  |  |  |
Financial and bond debt, composed of: |  |  | (7,185.8) |  | (11,416.9)
- Non-current financial liabilities | (note 16) | (6,161.1) |  | (10,362.5) |
Net non-current financial liabilities, composed of: |  |  |  |  |
- Short-term portions of long-term financial debt | (note 16) | (637.6) |  | (879.4) |
- Short-term financial liabilities | (note 16) | (296.6) |  | (41.0) |
Other financial debt | (note 16) |  |  |  |
- Financial debt pursuant to IFRS 16 | (note 16) | (90.5) |  | (134.0) |
Other current and non-current financial assets/liabilities, composed of: |  |  | 16.9 |  | 13.2
Current Cash flow hedge derivative financial instruments | (note 19) | 5.9 |  | 4.5 |
Non-current Cash flow hedge derivative financial instruments | (note 19) | 11.0 |  | 8.7 |
Financial receivables and cash and cash equivalents, composed of: |  |  | 406.1 |  | 535.9
Cash and cash equivalents |  |  | 402.7 |  | 531.9
Current financial assets, composed of: |  |  | 3.4 |  | 4.0
Financial receivables non-instrumental to operations | (note 7) | 4.8 |  | 3.9 |
Total net financial debt (from reclassified statements) |  |  | (6,762.8) |  | (10,867.8)
FUNDING |  |  | (9,556.3) |  | (15,033.7)

RECLASSIFIED STATEMENT OF CASH FLOWS

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Partial figures from mandatory statements | Figures from reclassified statements | Partial figures from mandatory statements | Figures from reclassified statements
Profit |  | 507.5 |  | 705.8

77

Correction: |  |  |  |
Amortisation, depreciation and other non-monetary components: |  | 518.0 |  | 710.7
- Amortisation and depreciation | 549.1 |  | 712.3 |
- Net impairment of property, plant and equipment and intangible assets | - |  | 1.7 |
- Connection contributions - uses | (19.0) |  | - |
- Results from investments accounted for using the equity method | (11.2) |  | (10.9) |
- Stock grant | (0.9) |  | 7.6 |
Net capital losses (capital gains) on asset sales and eliminations |  | 5.6 |  | 2.2
Interest, income taxes and other changes: |  | 285.9 |  | 516.3
- Interest income | (28.9) |  | (20.9) |
- Interest expense | 149.5 |  | 257.4 |
- Income taxes | 165.3 |  | 279.9 |
Change in working capital due to operating activities: |  | (97.7) |  | 127.2
- Inventories | 29.0 |  | 2.3 |
- Trade receivables and other receivables | (174.7) |  | (88.1) |
- Trade and other payables | (172.0) |  | (86.9) |
- Change to provisions for risks and charges | (20.0) |  | (39.7) |
- Other assets and liabilities | 247.1 |  | 353.1 |
from which to deduct Deferrals for connection contributions - increases | - |  | - |
from which to deduct Deferrals for connection contributions - uses | (19.0) |  | - |
- Change in provisions for employee benefits | (7.1) |  | (13.5) |
Dividends, interest and income taxes cashed in (paid): |  | (120.6) |  | (437.1)
- Dividends cashed in | 1.0 |  | 1.1 |
- Interest income | 13.6 |  | 6.4 |
- Interest paid | (107.4) |  | (180.8) |
- Income taxes (paid) refunded | (27.8) |  | (263.8) |
Cash flow from operating activities |  | 1,098.7 |  | 1,625.1
Technical investments: |  | (845.4) |  | (1,087.3)
- Property, plant and equipment | (33.5) |  | (43.0) |
- Intangible assets | (811.9) |  | (1,044.3) |
- Connection contributions - increases | - |  | - |
- Change in payables for investing activity |  | 37.0 |  | (24.1)
- Other changes |  | (1.9) |  | -
Disinvestments: |  | 27.6 |  | 5.2
- Property, plant and equipment | 3.3 |  | 3.0 |

78

- Intangible assets | 11.2 |  | 1.1 |
- Sale of non-controlling interests | - |  | 0.1 |
- Securities | 11.0 |  | 1.0 |
- Companies outside the scope of consolidation and units | 2.1 |  | - |
Free cash flow before M&A transactions |  | 316.0 |  | 518.9
Change in scope of consolidation |  | 19.8 |  | (2,062.8)
- Price paid for equity | (14.5) |  | (2,071.9) |
- Cash and cash equivalents from companies in the scope of consolidation | 34.3 |  | 9.1 |
Acquisition of companies, plant and other financial assets |  | (77.9) |  | -
Free cash flow |  | 258.0 |  | (1,543.9)
Change in financial debt: |  | 228.6 |  | 1,069.2
- Change in short- and long-term financial debt | 227.9 |  | 1,067.8 |
- Cash and cash equivalents from companies in the scope of consolidation | - |  | 1.4 |
- Medium- to long-term financial receivables | 0.7 |  | - |
Reimbursements of lease liabilities |  | (34.1) |  | (46.7)
Capital contribution from third parties |  | - |  | 1,023.0
Equity cash flow |  | (299.8) |  | (348.7)
Other changes |  | - |  | (23.7)
Cash flow for the year |  | 152.7 |  | 129.2

Reconciliation between reclassified financial statements of Italgas S.p.A. and the legally required financial statements
RECLASSIFIED INCOME STATEMENT

(€ million) |  | For the year ended 31 December 2024 |  | For the year ended 31 December 2025
Reference to the explanatory notes of the financial statements | Figures from mandatory statements | Partial figures from mandatory statements | Figures from reclassified statements |  | Figures from mandatory statements | Partial figures from mandatory statements | Figures from reclassified statements
Revenues (from mandatory statements) |  | 85.3 |  |  |  | 126.7 |  |
- Income for seconded personnel | (note 24) |  | (5.7) |  |  |  | (6.1) |
- Recharge of meal vouchers |  |  | - |  |  |  | (6.9) |
- Recharge of time-recording systems |  |  | - |  |  |  | (0.6) |
- Recharged revenues |  |  | - |  |  |  | (21.8) |
- Work revenues |  |  |  |  |  |  | (0.2) |
Total revenues and other income (from reclassified statements) |  |  |  | 79.6 |  |  |  | 91.0
Operating costs (from mandatory statements) |  | (86.8) |  |  |  | (132.9) |  |
- Income for seconded personnel | (note 24) |  | 5.7 |  |  |  | 6.1 |
- Recharge of meal vouchers |  |  | - |  |  |  | 6.9 |

79

- Recharge of time-recording systems |  |  | - |  |  |  | 0.6 |
- Recharged revenues |  |  | - |  |  |  | 21.8 |
- Work revenues |  |  |  |  |  |  | 0.2 |
Operating costs (from reclassified statements) |  |  |  | (81.1) |  |  |  | (97.3)
EBITDA |  |  |  | (1.5) |  |  |  | (6.2)
Amortisation, depreciation and impairment |  | (2.7) |  | (2.7) |  | (3.2) |  | (3.2)
Operating result |  | (4.3) |  | (4.3) |  | (9.4) |  | (9.4)
Net financial expense |  | 3.6 |  | 3.6 |  | (37.9) |  | (37.9)
Net income from equity investments |  | 428.2 |  | 428.2 |  | 396.6 |  | 396.6
Profit before taxes |  | 427.6 |  | 427.6 |  | 349.2 |  | 349.2
Income taxes |  | (5.1) |  | (5.1) |  | 6.9 |  | 6.9
Profit (loss) |  | 422.5 |  | 422.5 |  | 356.1 |  | 356.1

RECLASSIFIED STATEMENT OF FINANCIAL POSITION

(€ million) |  | As of 31 December 2024 | As of 31 December 2025
(Where not expressly indicated, the item is obtained directly from the legally-required statement) | Reference to the explanatory notes of the financial statements | Partial figures from mandatory statements | Figures from reclassified statements | Partial figures from mandatory statements | Figures from reclassified statements
Fixed capital |  |  |  |  |
Property, plant and equipment |  |  | 12.3 |  | 10.5
Intangible assets |  |  | 1.9 |  | 1.9
Equity investments, composed of: |  |  | 3,441.4 |  | 5,485.5
Equity investments | (note 14) | 3,427.4 |  | 5,468.8 |
Other equity investments | (note 8) | 14.0 |  | 16.7 |
Net payables for investing activity |  |  | (0.1) |  | (0.2)
Financial receivables and securities instrumental to operations |  |  | 4,514.4 |  | 5,447.5
Total fixed capital (from reclassified statements) |  |  | 7,969.9 |  | 10,945.2
Net working capital |  |  |  |  |
Trade receivables |  |  | 76.2 |  | 75.6
Tax assets, composed of: |  |  | 86.7 |  | 51.8
- Current and non-current tax receivables | (note 10) | 4.6 |  | 2.8 |
- Other current and non-current non-financial assets | (note 11) | 79.7 |  | 35.3 |
- Group VAT receivables | (note 9) | 2.4 |  | 13.7 |
Other assets |  |  | 5.4 |  | 2.3
Trade payables |  |  | (19.9) |  | (26.9)
Provisions for risks and charges |  |  | (4.8) |  | (2.7)
Deferred tax liabilities |  |  | (1.1) |  | 0.1
Tax payables, composed of: |  |  | (32.6) |  | (30.2)
- Current and non-current tax liabilities | (note 10) | (7.6) |  | (0.4) |
- Other current and non-current non-financial liabilities | (note 18) | (2.1) |  | (2.8) |
- Payables for tax consolidation | (note 17) | (14.9) |  | - |

80

- Group VAT payables | (note 17) | (8.0) |  | (27.0) |
Other liabilities |  |  | (12.7) |  | (15.4)
Total net working capital (from reclassified statements) |  |  | 97.2 |  | 54.6
Provisions for employee benefits |  |  | (8.4) |  | (8.2)
NET INVESTED CAPITAL |  |  | 8,058.7 |  | 10,991.6
Equity including non-controlling interests |  |  | (1,961.9) |  | (3,003.5)
Net financial debt |  |  |  |  |
Financial and bond debt, composed of: |  |  | (7,294.9) |  | (8,907.8)
- Long-term financial liabilities | (note 16) | (5,930.2) |  | (8,262.1) |
- Short-term portions of long-term financial debt | (note 16) | (631.3) |  | (166.3) |
- Short-term financial liabilities | (note 16) | (725.5) |  | (473.0) |
- Financial debt pursuant to IFRS 16 | (note 16) | (7.9) |  | (6.4) |
Hedging derivative contracts Cash flow Hedge, consisting of: |  |  | 15.1 |  | 12.0
Short-term contracts | (note 19) | 4.7 |  | 3.7 |
Long-term contracts | (note 19) | 10.4 |  | 8.3 |
Financial receivables and cash and cash equivalents, composed of: |  |  | 1,183.0 |  | 907.7
- Financial receivables non-instrumental to operations | (note 8) | 914.7 |  | 471.3 |
- Cash and cash equivalents | (note 7) | 268.3 |  | 436.4 |
Total net financial debt (from reclassified statements) |  |  | (6,096.8) |  | (7,988.1)
FUNDING |  |  | (8,058.7) |  | (10,991.6)

RECLASSIFIED STATEMENT OF CASH FLOWS

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Reclassified Statement of Cash Flows items and intersection of legally-required statement items | Partial figures from mandatory statements | Figures from reclassified statements | Partial figures from mandatory statements | Figures from reclassified statements
Profit |  | 422.5 |  | 356.1
Correction: |  |  |  |
Amortisation, depreciation and other non-monetary components: |  | 0.6 |  | 10.9
- Amortisation and depreciation | 2.7 |  | 3.2 |
- Impairment of equity investments | - |  | - |
- Stock grant | (2.1) |  | 7.7 |
Interest, income taxes and other changes: |  | (426.7) |  | (365.4)
- Interest income and dividends | (562.1) |  | (152.1) |
- Interest expense | 130.3 |  | 190.0 |
- Income taxes | 5.1 |  | (6.9) |
- Dividends | - |  | (396.4) |
Change in working capital due to operating activities: |  | (106.2) |  | 23.8
- Inventories | - |  | - |
- Trade receivables and other receivables | (107.6) |  | 41.3 |
- Trade and other payables | 2.8 |  | (39.5) |
- Change to provisions for risks and charges | (0.9) |  | (2.1) |
- Other assets and liabilities | 0.0 |  | 24.60 |

81

Change in provisions for employee benefits | (0.5) |  | (0.5) |
Dividends, interest and income taxes cashed in (paid): |  | 443.7 |  | 432.7
- Dividends and other income cashed in from equity investments | 428.2 |  | 396.5 |
- Interest income | 106.0 |  | 125.6 |
- Interest paid | (89.4) |  | (136.1) |
- Income taxes (paid) refunded | (1.1) |  | 46.7 |
Cash flow from operating activities |  | 333.9 |  | 458.1
Technical investments: |  | (2.5) |  | (1.3)
- Property, plant and equipment | (2.4) |  | (1.2) |
- Intangible assets | (0.1) |  | (0.1) |
Equity investments |  | (30.0) |  | 0.0
Financial receivables instrumental to operating activities |  | (333.8) |  | 0.0
Other changes related to divestment activities |  | - 0.2 |  | (902.3)
Free cash flow before M&A transactions |  | (32.6) |  | (445.5)
Change in scope of consolidation |  | 0.0 |  | (2,071.9)
of which: |  |  |  |
price paid for equity before cash acquired | 0.0 |  | (2,071.9) |
Free cash flow |  | (32.6) |  | (2,517.5)
Change in financial debt: |  | 383.1 |  | 2,017.6
- Change in short- and long-term financial debt | 358.8 |  | 1,574.1 |
- Cash and cash equivalents from companies in the scope of consolidation |  |  |  |
- Medium- to long-term financial receivables | 24.3 |  | 443.5 |
Reimbursements of lease liabilities |  | (2.3) |  | (1.9)
Capital contribution from third parties |  |  |  | 999.4
Equity cash flow |  | (285.6) |  | (329.5)
Other changes |  |  |  |
Cash flow for the year |  | 62.6 |  | 168.1

82
4.4 Other information
Treasury shares
The company did not own any treasury shares as at 31 December 2025.
Related party transactions
Based on Italgas’ current ownership structure, pursuant to paragraph 9 of the IAS 24, Italgas related parties include, in addition to directors, statutory auditors, executives with strategic responsibilities, companies associated with the Group or under its joint control, also the subsidiaries directly or indirectly controlled by CDP, therefore including the shareholder Snam, and the Ministry of Economy and Finance (MEF).
Following the entry into force of Article 13, paragraph 1-bis, of Decree-Law No. 95/2025, as converted into Law No. 118/2025, and Article 1, paragraph 268, of the 2026 Budget Law, the Company amended its internal procedures for the purposes of the regulation of transactions with related parties pursuant to Article 2391-bis of the Italian Civil Code. The recent legislation that has entered into force has established that no relationships of correlation exist, for the purposes of Article between public administrations that do not exercise direction and coordination powers and the companies in which they hold shareholdings, including indirect shareholdings.
The following disclosures are provided pursuant to IAS 24. Transactions with related parties entered into by the Italgas Group relate to the exchange of assets, the provision of services and, in the case of CDP, the provision of financial resources.
These transactions are part of ordinary business operations and are generally settled at arm’s length, i.e. the conditions which would be applied between two independent parties. All transactions entered into were carried out in the interest of the Italgas Group companies.
CDP and CDP Reti consolidate Italgas pursuant to IFRS 10. In addition, through the Board of Directors’ decision of 1 August 2019, CDP reclassified its investment in Italgas S.p.A. as a controlling interest pursuant to Article 2359, paragraph 1.2) of the Italian Civil Code and Article 93 of the TUF. Italgas is not subject to direction and coordination activities by CDP.
As at 31 December 2025, Italgas manages and coordinates its subsidiaries, pursuant to Article 2497 et seq. of the Italian Civil code.
The amount involved in commercial, miscellaneous and financial relations with related parties, descriptions of the key transactions and the impact of these on the balance sheet, income statement and cash flows, are provided in the section “Related-party transactions” of the Notes to the consolidated and annual financial statements.
Relations with Key Managers are shown in the section “Operating costs” of the Notes to the consolidated financial statements.
83
Operating performance of subsidiaries
For information on the outlook of areas where Italgas operates in whole or in part through subsidiaries, please refer to “Operating performance” and “Comment on the economic and financial results” of this Report.
Branch offices
In compliance with Art. 2428, fourth paragraph of the Italian Civil Code, note that the Italgas does not have secondary offices.
Research and development
Research and development activities carried out by Italgas are not of a considerable amount. For more details, see the notes to the Consolidated Financial Statements.
Significant events after year end
The significant transactions carried out after 31 December 2025 are summarised below. The Integrated Annual Report has been submitted to the examination of the Company’s Board of Directors and its publication was authorised within the terms and in accordance with the procedure prescribed by law. Therefore, this document does not note any events that occurred subsequent to that date.
Extraordinary transactions and area tenders
• On 15 January 2026, a new plant came into operation in Porto Tolle (RO), connecting the biomethane produced by Azienda Agricola Canella Giancarlo to the Italgas network.
Legal and Regulatory Framework
• With Order published on 27 January 2026, the Regional Administrative Court (TAR) of Friuli-Venezia Giulia rejected the precautionary request of Italgas Reti to suspend the tender notice for the concession of the gas distribution service in the Pordenone Area. The TAR ruled that the risks highlighted by the company were non-existent and ruled out a serious and irreparable detriment, since the timing of the judgement would allow for a decision on the merits before the deadline for the submission of offers (3 June 2026). The public hearing to discuss the appeal has been scheduled for 10 March 2026.
• With Resolution no. 9/2026/R/gas, the Authority approved the amounts to cover the extra-costs associated with the extension of the verification obligations of metering instruments in the years 2018 and 2019 by distribution companies that filed separate annual accounts according to the ordinary accounting unbundling regime.
• On 20 February, the “Energy Decree” (Decree-Law No. 21 of 20 February 2026) was published in the Official Gazette, introducing a series of urgent measures aimed at containing energy costs in favour of households and businesses. The measures include the 2% increase to IRAP, applied to large operators in the energy sector, including gas distribution. This temporary “energy tax” measure was designed to gather useful resources to fund bonuses and discounts on bills.
84
5. Operating segment operating performance
Consistent with the manner in which Management reviews the Group’s operating results and in compliance with the provisions of the international accounting standard IFRS 8 “Operating segments”, the Italgas Group has identified the following operating segments: “Gas distribution”, “Water service”, “Energy efficiency” and “Corporate” 39 .
More precisely, the "Gas Distribution" sector is associated with gas distribution and metering activities carried out by Group companies both in Italy and in Greece.
The “Water service” sector consists of all public services of the collection, adduction and distribution of water for civil use, drains and the purification of waste water.
The "Energy Efficiency" sector refers to activities carried out in the energy sector. Italgas offers and implements energy efficiency measures for its customers in the residential and industrial sectors.
“Corporate” includes the services provided to third parties by the Parent Company Italgas.
Below is a breakdown of the main economic performance indicators by sector:

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025 | For the year ended 31 December 2025* pro rata
Adjusted Gas Distribution Sector (regulated and unregulated) | 1,652.7 | 2,323.9 | 2,323.9
Adjusted Water Service Sector | 94.7 | 95.4 | 199.0
Adjusted Energy efficiency sector | 48.2 | 92.9 | 92.9
Adjusted corporate | 85.3 | 126.2 | 126.2
Intra-sector eliminations | (102.1) | (154.2) | (154.2)
Total revenues and other income adjusted | 1778.8 | 2,484.2 | 2,587.8
Adjusted gas distribution sector | 1,308.5 | 1,838.2 | 1,838.2
Adjusted Water Service Sector | 39.7 | 37.5 | 65.1
Adjusted Energy efficiency sector | 4.2 | 14.4 | 14.4
Adjusted corporate | (1.5) | (6.7) | (6.7)
Adjusted EBITDA | 1350.9 | 1,883.4 | 1,911.1
Adjusted gas distribution sector | 812.3 | 1,197.2 | 1,197.2
Adjusted Water Service Sector | 12.3 | 7.6 | 20.5
Adjusted Energy efficiency sector | 0.4 | 10.4 | 10.4
Adjusted corporate | (4.3) | (9.5) | (9.5)

39 With regard to the services provided to third parties by the Parent Company Italgas, taking into account the residual nature of the values and deletions, no evidence is provided in this document.
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Adjusted EBIT | 820.7 | 1,205.9 | 1,218.8

* Unaudited values
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5.1 Gas distribution sector
Main economic and financial indicators
The following table summarises the main items of the adjusted financial statements:

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Total revenues and other income adjusted (regulated and unregulated) | 1,652.7 | 2,323.9
Adjusted EBITDA | 1,308.5 | 1,838.2
Adjusted EBIT | 812.3 | 1,197.2

Total revenues and other income adjusted of the Gas Distribution segment as at 31 December 2025 amount to 2,323.9 million euro (1,652.7 million euro in 2024), an increase of 671.2 million euro deriving from the new scope of consolidation including 2i Rete Gas. Adjusted operating profit increased by 384.9 million euro (+47.4% compared to the previous year), from 812.3 million euro as at 31 December 2024 to 1,197.2 million euro as at 31 December 2025.
Operating performance
Investments
In 2025, technical investments amounting to 1,164.9 million euro were made (850.4 million euro in 2024), of which 67.9 million euro were related to investments accounted for in accordance with IFRS 16, with the laying of an additional 960 km of pipeline.

(€ million) | As of 31 December 2024 | As of 31 December 2025 | Abs. change | % Change
Distribution | 538.7 | 730.9 | 192.2 | 35.7
Network maintenance and development | 438.8 | 659.4 | 220.6 | 50.3
New networks | 99.9 | 71.5 | (28.4) | (28.4)
Digitisation | 242.9 | 287.6 | 44.7 | 18.4
Other assets | 99.7 | 112.7 | 13.0 | 13.0
Metering | 115.9 | 138.4 | 22.5 | 19.4
Processes | 27.3 | 36.5 | 9.2 | 33.7
- of which the effect of IFRS 16 | - | 10.7 | 10.7 | -
Other investments | 68.8 | 146.4 | 77.6 | -
- of which Real Estate | 20.8 | 37.2 | 16.4 | 78.8
- of which ICT | 22.8 | 39.6 | 16.8 | 73.7
- of which right of use and concessions | 21.5 | 57.2 | 35.7 | -
| 850.4 | 1,164.9 | 314.5 | 37.0

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Investments related to gas distribution (730.9 million euro) increased by 35.7% compared to 2024, as a result of the new scope arising from the acquisition of 2i Rete Gas.
Investments in digitisation (287.6 million euro) increased by 18.4% compared with 2024, despite the gradual completion of the digitisation process of Italgas’ legacy network in Italy, thanks to the launch of the technological upgrade plan for the former 2i Rete Gas infrastructure.
Operating figures

Key operating figures for gas distribution | As of 31 December 2024 | As of 31 December 2025 | Abs. change | % Change
Italgas Group and affiliates (Italy and Greece)
Active meters (millions)* | 8.020 | 12.867 | 4.847 | 60.4
Municipalities with gas distribution concessions (no.)** | 2,099 | 4,338 | 2,239 | -
Municipalities with gas distribution concessions in operation (no.)*** | 2,024 | 4,245 | 2,221 | -
Distribution network (kilometres) | 83,811 | 156,655 | 72,844 | 86.9
Gas distributed (million cubic metres) | 8,188 | 11,409 | 3,221 | 39.3
Key operating figures for gas distribution | As of 31 December 2024 | As of 31 December 2025 | Abs. change | % Change
Italgas Group (Italy and Greece)
Active meters (millions)* | 7.867 | 12.714 | 4.847 | 61.6
Municipalities with gas distribution concessions (no.)** | 2,038 | 4,277 | 2,239 | -
Municipalities with gas distribution concessions in operation (no.)*** | 1,963 | 4,184 | 2,221 | -
Distribution network (kilometres) | 81,907 | 154,740 | 72,833 | 88.9
Gas distributed (million cubic metres) | 7,929 | 11,160 | 3,231 | 40.7

* The 2025 figure includes the active meters acquired from the 2i Rete Gas Group (+4,850 million).
** The 2025 figure includes the municipalities acquired from the 2i Rete Gas Group (2,227 municipalities, all in operation). *** The 2025 figure includes the distribution network acquired from the 2i Rete Gas Group (+72,232 kilometres).
Legislative and regulatory framework
Gas distribution tariff regulation - Italy
The distribution and metering of natural gas is regulated by the Regulatory Authority for Energy, Networks and Environment (ARERA).
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The rate system establishes in particular that the reference revenues for the formulation of rates is determined so as to cover the costs incurred by the operator and allow for a fair return on invested capital. Three cost categories are recognised:
• the cost of net invested capital for RAB (Regulatory Asset Base) purposes through the application of a rate of return of the same;
• economic-technical amortisation/depreciation, hedging investment costs;
• operating costs, hedging operational costs.
The main rate elements are reported below on the basis of the regulatory framework (Resolution no. 570/2019/R/gas as amended):
The RAB of the Italian 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 2025, in the definition of the reference tariffs, is equal to approximately 14.7 billion euro.
• Resolution no. 570/2019/R/gas approved the tariff regulation of gas distribution and metering services for the fifth regulatory period 2020-2025 and Resolution no. 737/2022/R/gas approved the infra-period
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update of the tariff regulation of gas distribution and metering services, for the second half-period 2023-2025 of the current regulatory period. The regulatory period has been extended until the end of 2027 by Resolution no. 221/2025/R/gas.
• Resolution no. 614/2021/R/com approved the criteria for determining and updating the rate of return on invested capital for the infrastructural services of the electricity and gas sectors for the 2022-2027 period (TIWACC 2022-2027). The 2PWACC is split into two sub-periods, each lasting three years. Albeit maintaining a three-year update frequency of the parameters relating to the macroeconomic and fiscal context, the Authority introduced an annual update mechanism (at least for the first three- year period) for the macroeconomic variables, if the cumulative effect of the update of the parameters leads to a change in the WACC above a threshold of 50 bps (basis point spread).
• By way of Resolution no. 513/2024/R/com, the Authority approved the updating of the relevant parameters for the purposes of determining the rate of return on invested capital for the 2025-2027 sub-period, and the beta asset parameter, with reference to the infrastructure services of the electricity and gas sectors. With reference to the beta parameter, for the gas distribution sector only, the Authority deemed it appropriate to reduce the value to 0.41 (compared to 0.439 for the three-year period 2022- 2024). The trigger mechanism was also confirmed for sub-period 2025-2027, reducing the trigger activation threshold set by Resolution no. 614/2021/R/com from 50 bps to 30 bps. For the gas distribution sector, the Resolution set the value of the WACC for the year 2025 at 5.9%.
• By way of Resolution no. 587/2024/R/gas, the Authority approved the mandatory tariffs for natural gas distribution, metering and marketing services for the year 2025. This Resolution also provides that, for the tariffs of the year 2025, the rate of change of the deflator of gross fixed investments, determined on the basis of the criteria in force, shall be set at 0.30%, and that any redetermination of the rate for the revaluation of capital costs as a result of the proceedings initiated with Resolution no. 339/2024/R/com may already take effect when determining the definitive reference tariffs for the year 2025, scheduled by 31 March 2026.
• With Resolution no. 221/2025/R/gas, the Authority initiated the procedure for the issuance of provisions on tariffs and the quality of gas distribution and metering services for the sixth regulatory period. It also approved the extension of the fifth regulatory period to cover the years 2026 and 2027, and initiated the procedure to assess the amendments to the TUDG necessary for extending the validity of the current regulatory framework for those years. With Resolution no. 532/2025/R/gas, the Authority defined the criteria for the extension of the fifth regulatory period until 2027. The main changes include the elimination of the X-factor applied to all recognised operating cost items, which will remain unchanged in real terms, the confirmation of the rules for supra-municipal networks and the reduction from 40 to 35 euro of the advance contribution for the inspection of large meters. The criteria for managing historical contributions and costs relating to smart meters are also confirmed, while the new categories of investments relating to biomethane will be defined by a subsequent resolution. For Sardinia, tariff alignment with the Southern Area also remains valid in 2026–2027.
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Finally, from 2027, tariffs will be updated using the Italian HICP index, based on the most recent data and forecasts of the Bank of Italy.
• With Resolution no. 87/2025/R/gas, the Authority approved the provisions for compliance with the rulings of the Council of State regarding tariffs for natural gas distribution and metering services, with particular reference to the determination of recognised operating costs for the 2020-2025 regulatory period, as per Resolution no. 570/2019/R/gas. Within the scope of the aforementioned resolution, ARERA postponed the re-determination of the reference tariffs for the gas distribution service for the years 2020, 2021, 2022 and 2023 to a subsequent Resolution no. 98/2025/R/gas, approved on 18 March 2025, and also established that the increase in operating costs for 2024 due to Resolution no. 87/2025/R/gas be incorporated into the final tariffs for 2024.
• With Resolution no. 130/2025/R/com, the Authority adopted provisions for the review of the criteria for the revaluation of the cost of capital for electricity and gas infrastructure services and defined the capital revaluation rates for the different services for the years 2024 and 2025.
• Italgas Reti challenged on additional grounds Resolution no. 513/2024/R/com through which the Authority, following an update for the 2025-2027 sub-period of the parameters common to all regulated services and following a review of the criteria for updating the β-asset (beta asset) parameter for all regulated infrastructural services of the electricity and gas sectors, updated the WACC for the year 2025. The setting of a date for the hearing is currently pending.
• With its ruling of 16 June 2025, the same Regional Administrative Court (TAR) rejected the appeal lodged by Italgas Reti against Resolution no. 490/2024/R/gas, by which, following the inspections and audits previously carried out, the Authority cancelled the awards for all of Italgas Reti’s plants, amounting to approximately 24 million euro, already recognised in the 2024 consolidated financial statements. At the same time, the Regional Administrative Court upheld Italgas Reti’s appeal against Resolution no. 108/2024/S/gas, annulling the penalties imposed for failure to update the operating procedures in line with the current regulation and technical standards set out in the RQDG 2020–2025. ARERA has lodged an appeal with the Council of State against this part of the ruling, while Italgas Reti has appeared in those proceedings and, in turn, filed an appeal against the part of the ruling that rejected its appeal against Resolution no. 490/2024/R/gas. On 27 January 2026, the hearing for both appeals was held and the publication of the rulings is pending.
• On July 1, 2025, with Resolution no. 274/2025/R/gas, the Authority approved provisional reference tariffs for gas distribution and metering services for the year 2025.
• In a judgement published on 3 July 2025, the Lombardy Regional Administrative Court (TAR) partly rejected and partly declared inadmissible the appeals lodged by Italgas Reti seeking the annulment of the measures adopted by the Authority regarding applications for the recognition of costs related to natural gas metering services, concerning smart metering/remote management systems and data concentrators for the years 2017, 2018 and 2019, and for the years 2011–2016. In a judgement
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published on 14 July 2025, the Lombardy TAR also declared inadmissible the similar appeal filed by Toscana Energia. The unfavourable rulings mentioned above were appealed by Italgas Reti and Toscana Energia before the Council of State. For both appeals, the hearing was held on 27 January 2026 and the publication of the decisions is pending.
• On 8 July 2025, with Resolution no. 321/2025/R/gas, the Authority defined the new cap on the recognition of capital costs related to the distribution service in start-up locations, represented by a maximum threshold in terms of expenditure per served user (expressed at 2017 prices) equal to: i) 8,700 euro/re-delivery point, for mountain locations in climatic zone F, as per Article 23, paragraph 4- bis , of Legislative Decree no. 164/00, ii) 11,800 euro/re-delivery point, for former CIPE Resolution 5/2015 locations, as per Article 23, paragraph 4- bis , of Legislative Decree no. 164/00, and iii) 5,250 euro/re-delivery point, for other locations, other than those mentioned above.
• On 2 May 2025, Italgas Reti filed an appeal with the Regional Administrative Court (TAR) of Veneto for the annulment, subject to suspension, of the tender notice and its annexes, as well as all the documentation relating to the tender in the Vicenza 2 – North – East Territorial Area, and of any other act and/or measure preparatory to, consequent upon and/or in connection with it, with the hearing initially scheduled for 21 May 2025 for the precautionary judgement and subsequently for 8 October 2025 for the discussion on the merits. Following the submission of the appeal, the contracting authority suspended the tender in order to update the documentation, extending the deadline for the submission of bids to 2 July 2026. Following the publication of the updated documentation, an appeal on additional grounds was filed challenging, in particular, one of the sub-criteria for award relating to the technical offer. The Regional Administrative Court (TAR) of Veneto scheduled the hearing for discussion for 15 April 2026.
• On 6 November 2025, Italgas Reti served notice of an appeal on ARERA against the ruling by which the Milan Regional Administrative Court had dismissed the appeal against Resolution no. 386/2022/R/gas concerning the “delta in-out” issue, declaring it inadmissible for lack of interest. At present, no hearing date has been set.
• On 22 December 2025, Italgas Reti S.p.A. was notified by the Italian Data Protection Authority of the initiation of proceedings pursuant to Article 166, paragraph 5, of the Personal Data Protection Code (Legislative Decree no. 196 of 30 June 2003, as amended by Legislative Decree no. 101/2018) and Article 12 of Regulation no. 1/2019 of the Authority. Investigations are currently ongoing.
Tariff regulation – Greece
The licences held by the distributor of the Enaon Group extend over the entire Greek territory.
The expiry and renewal of the gas distribution licences in Greece are governed by the Greek Energy Law, partially amended (i.e. Articles 2, 80Γ and 88) by Law no. 4812/2021, enacted on 30 June 2021. According to this amendment, the duration of the licence is set at a minimum of 20 years and may be extended to a further 30 years upon expiry of the original licence, following an application by the licence holder. In this case, the
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licence holder must apply for an extension one year before the expiry date (31 December 2043). The renewal takes place through an “act with declaratory effect” issued by the Regulatory Authority for Energy (RAE), the Greek Regulator, in accordance with Articles 5-9-13-16 of the Regulation of Natural Gas Permits (Decision of the Minister no. 178065/2018, published in Journal 3430/2018). Law no. 4951-2022 (Article 134) also introduced a possible repayment, for the outgoing operator, for the residual value of their assets, equal to the value of the RAB 40 at the end of the licence, plus a premium of at least 15%. Law 5037 ΦEK A 78 of 29 March 2023 renamed the Energy Regulatory Authority into the Regulatory Authority for Energy, Waste and Water (RAEWW) and expanded its scope with responsibilities for water services and municipal waste management. The activity of natural gas distribution and metering in Greece is regulated by the RAEWW: its responsibilities include the setting and updating of tariffs, as well as the establishment of rules for access to infrastructure and the provision of related services (e.g. Distribution Code - RAE Decision 589/2016). With Decision E-14/2024, the RAEWW announced the WACC to be applied on the RAB for the Enaon Group DSOs, setting it at 8.38% for 2024, 2025 and 2026 (compared to 8.57% in 2023). The decision was made in accordance with the provisions of Article 260 of Law 5037/2023. The duration of a tariff adjustment period is set at four years: the current adjustment period at the end of the financial year is the period from 2023 to 2026. In particular, the Greek regulation provides that, prior to the beginning of each regulatory period, the operator shall submit to the Authority, for approval, the Development Plan and the Business Plan for the following regulatory period on the basis of which the operator's distribution tariffs and regulated revenues for the relevant period are determined. In the event that there are differences between the assumptions made in the Development Plan and the Business Plan and the actual data for the reference period, a deviation of the actual revenues from the regulated revenues will be generated: this deviation (defined as a "recoverable difference"), whether positive or negative, is considered in the definition of the regulated revenues of the following regulatory period and will therefore be recovered or returned as part of the tariffs for the following four years. To satisfy the need not to assign (only) to end customers in disadvantaged areas with limited infrastructural developments the costs of the distribution and metering service, the Authority, with Decision no. 485/22 Article 20 envisaged the possibility of socialising any potential recoverable difference between all distribution companies of a single corporate Group. By way of Decision E-257/2024, RAEWW revised the structure of the tariffs applied by Enaon EDA for its natural gas distribution activity, providing for the progressive application of a single tariff for the same categories of users served throughout the managed territory as of 1 December 2024. The tariffs for the years 2025 and 2026 of the 2023-2026 regulatory period will be determined using the latest available percentage change in the annual average consumer price index (CPI) published by the Hellenic Statistical Authority.
The rate system establishes in particular that the reference revenues for the formulation of rates is determined so as to cover the costs incurred by the operator and allow for a fair return on invested capital. In particular, the following tariff components are identified:
40 Net fixed asset value of assets net of contributions, capitalised interest, revenues from connection contributions and/or user fees and all costs related to planning. To increase the RAB, a percentage of Working Capital calculated parametrically.
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• the cost of net invested capital for regulatory purposes RAB (Regulatory Asset Base) through the application of a rate of return (WACC); the WACC is nominal pre-tax and is defined ex ante for the regulatory period;
• economic-technical amortisation/depreciation, hedging investment costs;
• the operating costs, which are defined for the following regulatory period, are not re-estimated at the end of the regulatory period; thus the operator can retain the efficiency achieved during the regulatory period;
• the additional revenues obtained from activities other than gas distribution are separated;
• the recoverable difference defined by the difference between the regulated revenues (calculated based on the final balance) and the revenues obtained from invoicing;
• connection fees may be borne by the distribution operator and, in that case, taken into account in determining the RAB if the operator’s penetration rate is low (letter K) point XIII Decision RAE 328/2016 - Approval of the pricing regulation).
Below are the main elements of the tariff regulation and its relevant reference timetable:
The RAB of the Greek distribution companies, calculated by applying the criteria adopted by the local regulatory Authority, with reference to investments made up to 31 December 2025, is equal to approximately 0.9 billion euro.
The timings defined by the tariff regulation are shown below:
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RAEWW revised the structure of the tariffs applied by Enaon EDA for its natural gas distribution activity, providing for the progressive application of a single tariff for the same categories of users served throughout the managed territory as of 1 December 2024. The tariffs relating to the year 2025 were determined using the percentage change in the annual average consumer price index (CPI), published by the Hellenic Statistical Authority and equal to 2.8%.
RAEWW approved Enaon EDA’s Development Plan for the period 2025–2029.
TARIFF
PROPOSAL
BASE
YEAR
All data provided in the tariff proposal are
referred to the actual data of the Base Year plus the
most updated projections at the tariff proposal submission.
Proposal to RAEWW of latest updated Plan* needed
to establish tariffs for the next regulatory period.
CALCULATION
YEAR
The Year during which the Required Revenue of the Natural Gas Dis tribution Activity is calculated, and which precedes the Regulatory Period
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Municipalities in concession and local tender areas 41
The following figure shows the presence of the Italgas Group in Italy 42 . As at 31 December 2025, as a result of the regulatory framework that provides for assigning the gas distribution service with tenders by territorial area (and not by individual municipality), 50 calls for tenders have been published.
Of the 50 tender notices published to date:
(i) TORINO 3 – South-West, MASSA CARRARA, COMO 1 – Lariano Triangle and Como Brianza, BERGAMO 3 – Surroundings West of Bergamo, BRESCIA 1 – North-West, BERGAMO 2 – North- East, MILANO 4 – North-East Province and MILANO 3 – South Province; VENEZIA 1 – Venetian Lagoon, ALESSANDRIA 2 – Centre and GENOVA 2 – Province, annulled by rulings of the Regional Administrative Courts and/or the Council of State;
(ii) MONZA and BRIANZA 2 – West, LUCCA, TRIESTE, MONZA and BRIANZA 1 – East, VERONA 2 – Veronese Plains, PRATO, CREMONA 2 – Centre and CREMONA 3 – South Aggregated Areas, VARESE 2 – Centre, UDINE 1 – North, UDINE 3 – South and VICENZA 3 – Valleys of the Astico, Leogra and Timonchio, awarded by decision of the respective contracting authorities;
(iii) TORINO 2 – Turin plant, VALLE D’AOSTA, BELLUNO, TORINO 1 – City of Turin, LA SPEZIA, CATANZARO – CROTONE e TORINO 5 – North – East, officially awarded to Italgas Reti;
(iv) BIELLA, for which the award procedures to Italgas Reti are ongoing.
In Greece, as at 31 December 2025, Italgas holds the natural gas distribution licences of operating company Enaon EDA amounting to 145 Municipalities, of which 115 are already in operation.
41 For more information on the regulation concerning the assignments of gas distribution service and the related call for tenders, please see the specific paragraph in the chapter “Legislative and regulatory framework”.
42 The area in which Italgas exercises control is shown in blue, while the area relating to non-controlled equity investments is shown in orange.
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5.2 Water Service Sector
Main economic and financial indicators
The main items of the financial statements are summarised below. With a view to providing a more general overview of the business, also a column relating to 2025* is included, showing the data of the operative companies Acqualatina and Siciliacque as pro rata consolidation (For the year ended 31 December 2025* pro rata ) 43 .

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025 | For the year ended 31 December 2025* pro rata
Total revenues and other income adjusted | 94.7 | 95.4 | 199.0
Adjusted EBITDA | 39.7 | 37.5 | 65.1
Adjusted EBIT | 12.3 | 7.6 | 20.5
Group’s adjusted net profit | 14.9 | 11.0 | 11.0

* Unaudited values
Operating performance
The following table summarises the main operating figures for the sector:

Key operating figures for the water service segment | As of 31 December 2024 | As of 31 December 2025 | Abs. change | % Change
Italgas Group and affiliates
Customers served directly and indirectly (millions) | 6.3 | 6.3 | - | -
Managed water distribution network (kilometres) | 8,982 | 8,982 | - | -

Legislative and regulatory framework
The group of public services for the collection, adduction, and distribution of water for civil use, sewage, and wastewater purification, including the collection adduction and purification services, which are part of the Water Service, are regulated by ARERA pursuant to Article 21, subsections 13 and 19, of Decree Law no. 201/11. Among the functions of regulation and control of water services are the determination and updating of tariffs, as well as the preparation of rules to guarantee the conditions of efficiency and quality of the services provided and the protection of the interests of users and consumers.
43 In addition to Acqualatina and Siciliacque, the fully consolidated companies (Nepta, Idrolatina, Idrosicilia and Acqua Campania) are included. On the other hand, in the reclassified income statement table, the result of Acqualatina and Siciliacque is included in net income from equity investments.
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The tariff system provides that the competence of submitting tariff proposals to the Authority lies with the area governing body, Ente di Governo d'Ambito (EGA), which provides for the approval of the data and documents prepared by the operator.
For the fourth regulatory period (2024-2029), the Authority adopted the Water Tariff Method MTI-4, introduced by Resolution no. 639/2023/R/idr of 28 December 2023.
The main elements of tariff regulation are as follows:
The RAB pro quota of the sector, resulting from the application of the criteria adopted by the Authority, with reference to the investments made up to 31 December 2025, within the scope of the definition of the reference tariffs, including associates, is equal to approximately 0.3 billion euro.
The following components contribute to the tied revenues recognised by the Guaranteed Revenue Constraint (VRG) method to the operator:
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With Resolution no. 639/2023/R/IDR of 28 December 2023, the Authority approved the water tariff method for the fourth regulatory period 2024-2029 (MTI-4), defining the rules for calculating the costs that are eligible for recognition in the tariff.
By way of Resolution no. 358/2024/R/idr of 10 September 2024, the Authority initiated proceedings for the ex officio determination of the tariff multiplier for the water service managements falling within the cases specified in paragraph 5.8 of Resolution no. 639/2023/R/idr. This resolution also mandated the Tariffs and Environmental Fees Department to issue a formal warning to the governing bodies of the relevant area or other competent parties in case of non-compliance with their obligations to update the tariff structure following a request from the operator, in accordance with paragraph 5.6 of Resolution no. 639/2023/R/idr. On 12 September 2024, the Authority warned both Ente Idrico Campano (EIC) and the Region of Sicily to comply within the next 30 days, following the submission of tariff update applications by Nepta and Siciliacque to their respective Governing Bodies and to the Authority. Once this deadline had expired, the two entities asked the Authority for additional time to evaluate the regulatory schemes proposed by the companies for the 2024-2029 period, highlighting the elements that would not allow them to proceed with tariff approval. The operators are waiting for a ruling from the Authority following the feedback formally transmitted by both the EIC and the Sicilian Region to the warnings received. Instead, about Acqua Campania and Acqualatina, the tariffs for MTI-4 have already been approved.
With Resolution no. 570/2024/R/idr of 17 December 2024, the Authority identified the theoretical purchase mix for the definition of the reference cost of electricity for the purpose of calculating the adjustments related to electricity for the year 2027, in accordance with MIT-4.
With Resolution no. 582/2025/R/idr of 23 December 2025, the Authority approved the criteria for the first biennial update of the tariff arrangements for the water service, pursuant to the tariff method for the fourth regulatory period (MTI-4). In particular, the Authority defined: the monetary adjustments for updating operating costs, asset costs and the annual growth limit of the tariff multiplier; the procedures for updating operating costs and balancing components, according to efficiency-promotion criteria; the measures aimed at ensuring coordination between tariff regulation and the rules governing the standard tender notice template (pursuant to Resolution no. 347/2025/R/idr).
Concessions
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At 31 December 2025 Nepta operates the water service for five Municipalities in the Province of Caserta: Caserta, Baia and Latina, Casaluce, Galluccio and Roccaromana. The concessions naturally expired in 2020 and 2021, therefore, the management is extended, under the prorogatio system, until the management is entrusted to the new Operator of the Water Service in the District of Caserta.
Acqua Campania manages the Western Campania concession in Naples and Caserta for the collection, purification, adduction and transport of drinking water destined for water distribution companies. For the Company, the concession has come to its expiration and has been further extended to 31 December 2026.
The associate Acqualatina is the operator of the Water Service in the territory of ATO4 Lazio Meridionale – Latina with a managed territory of 38 Municipalities.
The associate Siciliacque is the 40-year concession holder of the collection, storage, drinking water and adduction service in the Sicily Region.
5.3 Energy efficiency sector
Main economic and financial indicators
The following table summarises the main items of the adjusted financial statements:

(€ million) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Total revenues and other income adjusted | 48.2 | 92.9
Adjusted EBITDA | 4.2 | 14.4
Adjusted EBIT | 0.4 | 10.4

Total revenues and other income adjusted of the Energy Efficiency segment, amounting to 92.9 million euro as at 31 December 2025, increased by 44.7 million euro as a result of the contribution of new energy efficiency projects developed during the year under the new incentive schemes (Superbonus and Ecobonus).
Regulatory framework
The “Superbonus” business developed as a result of the tax incentives provided by the legislature, which, through the mechanism of the “assignment of the tax credit” or the “invoice discount”, facilitated access to these tax incentives to end customers (mainly condominiums) for such efficiency-boosting interventions.
Decree-Law no. 11/2023 subsequently introduced a generalised prohibition on exercising the options of discount on the invoice and assignment of the tax credit deriving from building bonuses, with exceptions provided for IACPs (Autonomous Public Housing Institutes), non-profit organisations and condominiums in which the CILA and the resolution of the shareholders' meeting are submitted and adopted before 17 February 2023. Moreover, on 31 December 2023 the 110% Superbonus came to an end and a mechanism came into force, according to which services invoiced in 2024 will benefit from a 70/30 tax incentive mechanism (where
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the tax credit corresponds to 70% of the expenditure and the condominium pays the remaining 30%), while those invoiced in 2025 will benefit from a 65/35 tax incentive mechanism for all residential buildings not covered by the 110% bonus extension (non-profit organisations and seismic areas).
6. Business Outlook
The Group is preparing to consolidate its leading role in gas distribution in the coming years through management increasingly focused on digital innovation, sustainability and operational efficiency.
The acquisition of 2i Rete Gas has required, and will continue to require, a review of operating models, with particular attention to process digitisation and cost optimisation. The Group will continue to invest in smart technologies for network management, focusing on automation, remote monitoring and predictive analytics. These strategies form part of a growth journey that sees Italgas committed to the promotion of energy efficiency, including through training and upskilling courses for personnel, thus fostering a corporate culture focused on change and flexibility. Furthermore, the focus on research and development is a key element for testing innovative solutions, in line with international best practices and with European directives on environmental sustainability and reduction of emissions.
In this context, the increasing adoption of Artificial Intelligence-based solutions represents an enabling factor for improving service quality, reducing operating costs and enhancing efficiency. AI has been progressively integrated into network management systems, enabling the optimisation of energy flows – which will incorporate increasing shares of green molecules (biomethane, hydrogen and synthetic methane) – and the anticipation of faults or anomalies, thus contributing to enhanced infrastructure resilience and network safety.
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The strengthening of strategic partnerships with significant technological and industrial companies will also speed up the implementation of innovative projects and expand the offer of services to end customers.
In summary, the future of the Italgas Group will be characterised by industrial integration, a strong drive for digital innovation and a concrete commitment to sustainability. Continued focus on the needs of the territories served, the ability to adapt to regulatory developments and the desire to invest in solutions with a low environmental impact are the foundations on which Italgas intends to build solid and responsible growth, an approach that favours quality, security and long-term vision, in line with international best practices and expectations of a Group that is increasingly more geared towards the ecological transition.
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7. Consolidated Sustainability Statement
7.1 General information
ESRS 2 – General disclosures
General basis for preparation of sustainability statements and disclosures in relation to specific circumstances (BP-1, BP-2)
In this consolidated Sustainability Statement (Statement) the scope of consolidation is the same as that used for the financial statements, which can be found in Directors’ Report - Methodological Note 44 .
With reference to 2i Rete Gas, the figures are reported from the date of first consolidation (1 April 2025) 45 . The effect of the acquisition transactions and the resulting changes in the scope of consolidation led to significant changes compared with the 2024 financial year; these changes are highlighted and discussed in the relevant disclosures.
With regard to the company Acqua Campania, values are reported as of the date of first consolidation (30 January 2024).
In accordance with the regulatory changes concerning sustainability reporting introduced by Legislative Decree no. 125/2024 implementing Directive 2022/2464/EU on Corporate Sustainability Reporting (CSRD), the structure and content of this Statement reflect the evolution of the relevant regulatory framework and are consistent with the approach adopted in the previous financial year 46 . Where relevant, the Statement includes also information on the value chain, described in SBM-1 . Specifically, please refer to:
• ESRS 2 IRO-1 e ESRS 2 SMB-3;
• all Minimum Disclosure Requirements (MDRs) relating to the relevant impacts, in particular standards S2 and S3, which refer to value chain actors;
• the qualitative descriptions required by Disclosure Requirement (DR) E1-1 and E5-4, as well as the description of procured materials in DR E5-5, which show information related to the value chain;
44 With regard to the environmental aspects reported, the company under operational control, Metano S.Angelo Lodigiano, has been excluded from the consolidation as it does not appear to have any significant environmental impact
45 See the section “Business Combinations” of the Notes to the Consolidated Financial Statements.
46 The Group has not made use of the option to omit specific information relating to intellectual property, know-how or innovation; nor did it make use of the exemption from disclosing information regarding upcoming developments or matters in negotiation, in accordance with Article 19- bis , subsection 3, and Article 29- bis , subsection 3, of Directive 2013/34/EU.
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• the data points that also include data related to value chain, representing GHG Scope 3 emissions 47 , reported in DR E1-6.
Included in the Statement are forward-looking KPIs and economic data that by their nature present a degree of uncertainty. In particular, future CapEx and OpEx figures for sustainability management are based on assumptions of the Group’s strategic plan, which has a time frame of 7 years. This includes data on the transition plan, i.e. the contribution in quantitative terms to the reduction of CO 2 emissions of individual levers, as well as the economic amounts supporting them.
The information partially subject to estimation includes Scope 3 emissions, data on input materials, and invoiced volumes, which are used to calculate water losses (see paragraphs E1-6, E5-4, Water losses for details on calculation methodologies).
Any methodological refinements compared to the previous year are appropriately noted in the document within the respective disclosures (see paragraphs E1-5 and E1-6).
For the preparation of the Statement, the Group has established the following time horizons: short term, up to one year, medium term, up to 5 years, and long term, over 5 years.
The role of the administrative, management and supervisory bodies and Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies (GOV-1, GOV-2)
The Board of Directors of Italgas S.p.A. currently in office consists of 9 Directors, including 1 executive Director, and 8 non-executive Directors, including the Chairperson without management powers. Below is the composition of the Board of Directors and the Board of Statutory Auditors 48 .
Board of Directors

Criteria | 2024 | 2025
Category | Number and % of Directors | Category | Number and % of Directors
Gender diversity | Female | 4 (45%) | Female | 4 (45%)
Male | 5 (55%) | Male | 5 (55%)
Age diversity | 46-52 years | 3 (33%) | 38-46 years | 4 (45%)

47 For the latter, both direct and indirect calculation sources were used: 69% of Scope 3 emissions were calculated through direct access to consumption and emission data from suppliers, while the remaining 31% were calculated through a spend-based approach based on sectoral emission factors.
48 Considering both governing bodies together, 6 out of 12 members (50%) are female.
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53-60 years | 3 (33%) | 47-59 years | 3 (33%)
61-68 years | 3 (33%) | 60-65 years | 2 (22%)
Seniority diversity | 1st term | 7 (77%) | 1st term | 6 (67%)
2nd term | 1 (11%) | 2nd term | 2 (22%)
3rd term | 1 (11%) | 4th term | 1 (11%)
Independence requirements | Independent 49 | 5 (55%) | Independent 50 | 6 (67%)
Non-independent | 4 (45%) | Non-independent | 3 (33%)
Geographical origin | Italy | 8 (89%) | Italy | 8 (89%)
China | 1 (11%) | China | 1 (11%)

Board of Statutory Auditors, consisting of 3 Standing Auditors and 2 Alternate Auditors

Criteria | 2024 | 2025
Category | Number and % of Statutory Auditors | Category | Number and % of Statutory Auditors
Gender diversity | Female | 3 51 (60%) | Female | 2 52 (40%)
Male | 2 (40%) | Male | 3 (60%)
Age diversity | 55-60 years | 4 (80%) | 58-60 years | 3 (40%)
61-65 years | 1 (20%) | 61-66 years | 2 (60%)
Seniority diversity | 1st term | 3 (60%) | 1st term | 3 (60%)
2nd term | 2 (40%) | 2nd term | 1 (20%)
| - | - | 3rd term | 1 (20%)

The members of the Board of Directors and the Board of Statutory Auditors have a balanced combination of managerial and professional profiles, with complementary skills that guarantee the correct and diligent performance of the duties entrusted to them, including those within the sphere of ESG. The Directors and Statutory Auditors have significant experience in the fields of finance, industry, ESG and Climate Change,
49 4 Directors qualified as independent on the basis of both the independence requirements of the TUF (Articles 147- ter , subsection 4, and 148, subsection 3, of the TUF) and the Corporate Governance Code (Article 2), including the Chairperson of the Board of Directors; 1 Director qualified as independent on the basis of the independence requirements of the TUF (Articles 147- ter , subsection 4, and 148, subsection 3, of the TUF).
50 6 Directors qualified as independent on the basis of both the independence requirements of the TUF (Articles 147-ter, subsection 4, and 148, subsection 3, of the TUF) and the Corporate Governance Code (Article 2), including the Chairperson of the Board of Directors.
51 2 Standing Auditors, including the Chairperson of the Board of Statutory Auditors, and 1 Alternate Auditor belong to the female gender. 1 Standing Auditor and 1 Alternate Auditor belong to the male gender.
52 2 Standing Auditors, including the Chairperson of the Board of Statutory Auditors belong to the female gender. 1 Standing Auditor and 2 Alternate Auditors belong to the male gender.
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Audit, Enterprise Risk Management, People and HR, Cybersecurity and Governance. These skills have also been developed in international contexts.
No member of the Board of Directors or the Board of Statutory Auditors has held a comparable position in public administration (including regulatory authorities) in the two years prior to their appointment in the current reporting period.
Within the corporate bodies of Italgas, there are no appointments in representation of employees.
The supervision of impacts, risks and opportunities is delegated to several corporate bodies, each according to their respective responsibilities:
1. Board of Directors: (i) guides the Company with the objective of creating long-term value for the benefit of shareholders, taking into account the interests of the other stakeholders relevant to the Company; (ii) it is responsible for the ordinary and extraordinary management of the Company and, upon proposal of the Chief Executive Officer, defines the strategic guidelines and objectives for the Group, including the strategy relating to sustainability objectives and impacts linked to climate change, as well as the sustainability policies, and monitors their implementation; (iii) it is called upon annually to approve Italgas’ seven-year Strategic Plan and the updates to the Sustainable Value Creation Plan, ensuring the creation of value in the short and medium- long term for shareholders and stakeholders; (iv) it reviews and approves the Company’s annual integrated report, half-yearly report and interim management reports, as well as the consolidated reports, which include sustainability reporting; (v) it defines and updates, upon proposal of the Chief Executive Officer and following the opinion of the Control and Risk Committee and Related Party Transactions (“CCROPC”), the guidelines for the internal control and risk management system; (vi) it defines the nature and level of risk compatible with the strategic objectives of the Company and the Group, with a view to pursuing sustainable success, and evaluates, following the opinion of the CCROPC, the adequacy of the internal control and risk management system, as well as its effectiveness in relation to the strategic objectives of the Company and the Group, with a view to pursuing sustainable success.
2. Chief Executive Officer: (i) is responsible for the management of the Company and for developing the main strategic objectives and sustainability initiatives, which are then submitted to the Board for approval; (ii) annually submits the Strategic Plan and the Sustainable Value Creation Plan to the Board of Directors for approval, following examination by the Sustainable Value Creation Committee (“SVCC”) with regard to the parts concerning non-financial objectives and indicators; (iii) chairs the Sustainability Business Review, an internal management committee that evaluates the main environmental sustainability KPIs and discusses the progress of the related initiatives on a monthly basis; (iv) chairs the Innovation Committee, an internal management committee that reviews and evaluates initiatives aimed at improving the efficiency of the Group’s operations, including those focused on reducing emissions and/or increasing energy efficiency.
3. Sustainable Value Creation Committee: It provides proposals and advice to the Board regarding the processes and activities which contribute to the company’s sustainable development along the value chain
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and with regard to periodic non-financial reports, coordinating with the CRRPTC for evaluation by this committee of the suitability of the periodic, financial and non-financial reporting.
4. Control and Risk and Related Party Transactions Committee: It assesses the suitability of the periodic financial and non-financial information, so that it correctly represents the company’s business model, strategies, impact of its activities, and performance achieved, while coordinating with the SVCC.
These responsibilities are institutionalised within the operating regulations of the aforementioned bodies. Italgas’ Board of Directors’ Operating and Organisational Rules 53 (art.3) provide that the Board of Directors leads the company by pursuing the objective of long-term value creation for the benefit of shareholders, taking into account the interests of other stakeholders relevant to the company. The SVCC Regulation 54 governs the tasks and functions of the SVCC as summarised above.
As provided for in the Board Regulation, in compliance with the recommendations of the Corporate Governance Code (CG Code) for “large companies other than those with concentrated ownership”, the Board carries out at least annually, in accordance with the procedures set out in the CG Code and with the support of the Chairperson of the Board of Directors and the Appointments and Compensation Committee, which are responsible for its adequacy and transparency, an assessment of the size and composition of the Board itself and its Committees, as well as their operation, also taking into account the role played by the Board in defining strategies and monitoring management performance and the adequacy of the internal control and risk management system, including the management and monitoring of sustainability issues. For the purposes of evaluating its own composition and that of the Committees set up within it, the Board also takes into account elements such as diversity in terms of gender, age, nationality, and history, such as the professional characteristics, experience, including managerial experience, and gender of its members, as well as their seniority in office; all in accordance with the provisions of the “Diversity of Corporate Bodies Policy” 55 in force at the time.
The Board of Directors is informed of the relevant Impacts, Risks and Opportunities, the implementation of due diligence, and the results and effectiveness of the policies, actions, metrics and objectives adopted to address them, at least on the occasion of the approval of the Annual Integrated Report, the approval of the Sustainable Value Creation Plan and the double materiality matrix.
On 10 October 2025, the Board of Directors reviewed the ESG targets for the 2025-2031 time horizon. On 29 October 2025, the Board of Directors approved the Strategic Plan 2025-2031 and, at the same time, approved the sustainability targets which, from the perspective of full integration between business and sustainability, form the Sustainable Value Creation Plan.
53 The Board of Directors’ Rules of Procedure can be consulted at the following link https://www.italgas.it/wp- content/uploads/sites/2/2024/03/RULES-FOR-THE-FUNCTIONING-AND-ORGANISATION-OF-THE-BOARD-OF-DIRECTORS-OF- ITALGAS-S.P.A.pdf.
54 The Regulations of the SVCC can be found at the following link https://www.italgas.it/en/investors/governance/committees/.
55 The “ Diversity of Corporate Bodies Policy ” can be found at the following link https://www.italgas.it/en/investors/governance/board-directors/.
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At the managerial level, the management of Sustainability Impacts, Risks and Opportunities (IROs) is entrusted to the Chief Executive Officer, who is responsible for the administration of the Group and the development of strategic objectives and sustainability initiatives.
In managing sustainability IROs, the CEO is supported by the executive team, which includes all the directors (Chief Financial Officer, General Counsel, Director of Human Resources & Organisation, etc.), who as members of the Executive Leadership Team, are responsible for sustainability initiatives in their respective areas of expertise.
The Sustainability Unit, part of the External Relations and Sustainability Department, oversees the definition of the Group's sustainability model and coordinates the input of the various company departments for the planning and execution of all sustainability initiatives (strategy, planning, reporting, stakeholder engagement and communication).
Integration of sustainability-related performance in incentive schemes (GOV-3)
The incentive schemes for top management (MBO, Co-investment Plan and LTI Plan) and the related performance targets are defined by the Board of Directors, on the proposal of the Appointments and Compensation Committee and after hearing the opinion of the Board of Statutory Auditors. In particular, the performance targets are identified among the priorities for the business strategy, in line with the Strategic Plan and the Sustainable Value Creation Plan. The finalisation of the performance at the end of the vesting period is examined and approved by the Board of Directors, upon the proposal of the Appointments and Compensation Committee and after hearing the opinion of the Board of Statutory Auditors.
At the request of the Appointments and Compensation Committee, the process of assigning, monitoring and reporting on targets may involve other corporate bodies and departments, including the corporate management of People, Innovation & Transformation Department, Legal Department, Chief Financial Officer and External Relations and Sustainability Department. In addition, the ESG KPIs for variable remuneration are also reviewed by the Sustainable Value Creation Committee with regard to sustainability matters.
The Appointments and Compensation Committee also periodically assesses the adequacy, overall consistency and practical application of the remuneration policy adopted, in particular with reference to the definition of performance targets and the reporting of company results related to the implementation of incentive plans and the definition of variable remuneration.
The Remuneration Policy is approved annually by the Board of Directors, on the proposal of the Appointments and Compensation Committee, and by the Shareholders’ Meeting, and provides for the participation of top management in both short-term and long-term incentive schemes, both based on the achievement of predefined sustainability targets.
In particular, the 2025 short-term incentive scheme (MBO) takes into account specific sustainability KPIs:
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• Combined employee and contractor accident index (weight 5%), measured as a combination of the frequency index (number of accidents per million hours worked) and severity index (number of days of absence per thousand hours worked) of accidents recorded at Group level during the year. A gate is provided for this objective, linked to the implementation of activities relating to processes, training and operational control in the new companies acquired by the Group during the year;
• Leakage on the distribution network (weight 7.5%), expressed in terms of the percentage of network km inspected at Group level during the year out of the total network km managed;
• Energy consumption (weight 7.5%), expressed in terms of reduction of net energy consumption at Group level, calculated on the basis of the s.me amount of gas injected in 2024. A gate is provided for this objective, represented by reaching a minimum energy efficiency index for Acqua Campania S.p.A.;
• Diversity and Inclusion (weight 5%), represented by the gender equity pay gap for the Italian scope, calculated as the change in the average ratio of women's and men's hourly basic pay for clusters of employees comparable by organisational weight with respect to 2024.
In addition, the 2023-2025 long-term incentive scheme (LTI Plan) takes into account the following sustainability KPIs:
• Reduction of CO 2 emissions - scope 1 and 2 compared with 2020 on a like-for-like basis (weight 10%);
• Energy efficiency (weight 10%), expressed in terms of reduction of net energy consumption compared with 2020 on a like-for-like basis.
The evaluation of the KPIs under the long-term incentive scheme refers to the relevant three-year period.
Information on the characteristics of the incentive systems in place is provided in the first section of the Report on the Remuneration Policy and Compensation Paid 56 (“Remuneration Policy”), while information on the finalisation of performance targets at the end of the vesting period is provided in the second section. The Report on the Remuneration Policy and Compensation Paid is submitted annually to the Shareholders' Meeting for approval, which expresses its opinion, in accordance with current regulations, with a binding vote on the first section and an advisory vote on the second section.
Statement on due diligence (GOV-4)
The following table outlines the due diligence processes and their corresponding sections within the Consolidated Sustainability Statement:

Core elements of due diligence | Sections in the Sustainability Statement

56 https://www.italgas.it/en/investors/governance/remuneration/
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a) Embedding due diligence in governance, strategy and business model | ESRS 2 GOV-2, GOV-3, SBM-3
b) Engaging with affected stakeholders in all key steps of the due diligence | ESRS 2 GOV-2, SBM-2, IRO-1, S1-2, S2-2, S3-2
c) Identifying and assessing adverse impacts | ESRS 2 IRO-1, SBM-3
d) Taking action to address those adverse impacts | S1-3, S1-4, S2-3, S2-4, S3-3, S3-4
e) Tracking the effectiveness of these efforts and communicating | S1-5, S2-5, S3-5

In 2024, Italgas conducted due diligence activities in accordance with the guidelines of the United Nations Global Compact Network on business and human rights. Specifically, the activity included the following phases: mapping and assessment of key risks through interviews with responsible functions, positioning of these risks within the Heat Map, and the identification of an action plan to prevent and mitigate the most significant human rights risks. For each significant impact, the type of impact, the involved stakeholders, the existing mitigation actions, the actions to be implemented, the KPIs, and the responsible functions were thoroughly analysed.
Risk management and internal controls over sustainability reporting (GOV-5)
The sustainability reporting process falls within the scope of the Group's Enterprise Risk Management (ERM) system, which manages business risks for all consolidated Group companies. The ERM methodology is based on international models such as the COSO Framework and ISO 31000, and is applied to all business risks, including sustainability risks. This method is described in detail in Section 2.2 “Risk Management”, in this document. In addition, in order to ensure the reliability, accuracy and timeliness of the information disclosed to shareholders and the market, sustainability reporting is supported by a Corporate Reporting Internal Control System (SCIS), adopted by Italgas and its subsidiaries in accordance with the provisions of Article 154- bis of the Consolidated Law on Finance. The SCIS provides for scoping, identification and assessment of risks and controls (at corporate and process level, through risk assessment and monitoring activities) and related information flows (reporting), and also applies to the process of collecting and consolidating sustainability information for reporting purposes. During 2025, the scope of Acqua Campania was expanded through the definition of new controls on sustainability processes relating to emissions, subject to scoping. Within the scope of ERM, the main risk associated with the sustainability reporting process is the risk of incomplete or ineffective reporting. This risk has a “high” rating and is monitored on a half-yearly basis. Mitigation strategies include:
• organisational sustainability procedures and policies, and stakeholder engagement;
• the Sustainability Business Review process, which monitors energy consumption, emissions and waste management on a monthly basis;
• the Sustainable Value Creation Plan, which defines clear objectives aligned with the strategic plan, and provides for periodic reporting that verifies the progress of sustainability KPIs;
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• an organisational unit of Italgas S.p.A. established ad hoc for the process of reporting on economic and financial aspects related to sustainability matters, with the aim of strengthening the reliability and informational quality of the reporting;
• independent monitoring activities aimed at verifying the accuracy and completeness of the information subject to reporting, provided for within the SCIS. These activities are entrusted to the Internal Audit department, which operates on the basis of an annual plan agreed with the Officer responsible for the preparation of financial reports (including the Consolidated Sustainability Statement).
In addition, SCIS provides for periodic checks to verify the correctness and completeness of the reporting information. The results of the risk assessment are integrated into the company's processes through its risk ownership model, which assigns each risk to the organisational unit responsible for managing it, and the periodic mapping (quarterly for “critical” risks, half-yearly for “high” risks, annual for all risks) of actions for dealing with it. The results of ERM mapping are periodically shared with company management at various levels (Risk Owners, 2nd and 3rd level control units, Top Management) and with the Supervisory Board, the Control and Risk and Related Party Transactions Committee, the Sustainable Value Creation Committee, the Board of Statutory Auditors and the Board of Directors.
Strategy, business model and value chain (SBM-1)
The Italgas Group, which had 6,343 employees as at 31 December, operates in 4 main sectors (see the section “S1 – Own workforce”):
• gas distribution: Italgas is the European and national leader in Italy and Greece;
• management of the water system: Italgas directly and indirectly serves over 6 million citizens in Lazio, Campania and Sicily;
• energy efficiency: through its ESCo, Geoside, the Group offers innovative energy saving solutions;
• information technology: through its subsidiary Bludigit, the Group implements innovative solutions and digital business transformation.
The Group does not produce goods or provide services that are prohibited in the reference markets for the sectors in which it operates.
The Group is not active in the fields of chemical production, unconventional weapons production, tobacco cultivation or production.
For an understanding of the Group's business model, refer to Note 34 “Information by operating segment” in the Consolidated Financial Statements.
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The analysis of the Group’s value chain made it possible to identify the “main” value chain to be considered for the purposes of sustainability reporting, which focuses on the supply chain relating to infrastructure management and includes gas distribution activities and the water service. In the upstream phase, the value chain includes the processes for the production of network components – pipelines, regulation stations, pressure reduction units and metering equipment – and, further upstream in the supply chain, the processing and extraction phases of raw materials (e.g. for steel production). The distribution phase includes the management of city gate plants, network maintenance, continuous monitoring of the service and emergency interventions, with the objective of ensuring the continuity, safety and efficiency of supply. The downstream phases refer to the use of the infrastructure in the territories under management and to the activities for the disposal of the network and smart meters.
Italgas is committed to maintaining adequate planning and management of procurement flows of the materials required to implement industrial plans, as well as the management of logistics activities, including warehouse operations. The Group supports its partners at every stage of the process, ensuring that procurement is guaranteed to optimise efficiency and reduce risks in the supply chain, adopting continuous and periodic monitoring, verifying the quality of execution, compliance with technical specifications, timelines, regulations and ESG commitments across the entire supply chain.
The activities are aimed at generating long-term value for customers, investors and all other stakeholders.
Many of the Group’s sustainability targets have a direct impact on the type of products/services offered, as well as markets and/or end customers served.
• Gas distribution in Italy and Greece
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Since 2017, Italgas has launched a comprehensive digital transformation programme involving infrastructure, business processes and people, with the objective of making the gas distribution network increasingly intelligent, flexible and ready to accommodate renewable gases such as biomethane and hydrogen. Digitisation represents an enabling factor for the safety, operational efficiency and sustainability of the energy system.
In 2025, the Italian network of Italgas Reti was fully digitised and its management was remote-controlled through the proprietary DANA (Digital Advanced Network Automation) platform. The same system is being extended to the “ex 2i Rete Gas” network (a company acquired in April 2025) and to the ENAON networks in Greece. Digitisation enables monitoring and control of the network 24 hours a day, 7 days a week, improving operational efficiency, the timeliness of interventions and decision-making capacity based on real-time data. In addition, Italgas has developed Nimbus, its proprietary “H2-ready” smart meter, designed to improve reading performance and further enhance safety levels. Nimbus is made from recyclable materials, it is compatible with different gas mixtures, including hydrogen, and is equipped with cutting-edge tamper, seismic and fire sensors. Following the field tests conducted in 2024, large-scale installation began in 2025 and will continue extensively during the current year.
Italgas’ strategy also focuses on supporting the development of renewable gases, in particular biomethane and green hydrogen, and on increasing the number of connections of production plants to the distribution networks in Italy and Greece. The Group actively collaborates with the national authorities to define the regulatory framework necessary for the implementation of reverse flow solutions, which allow excess biomethane to be re-injected into the transmission network. Two pilot projects are currently underway to test these solutions.
With regard to green hydrogen, in October 2025 Italgas inaugurated Hyround in Sestu (Cagliari), a Power-to- Gas (P2G) plant that enables electricity from renewable sources to be converted into hydrogen through a water electrolysis process. Hyround covers the technological chain for the production of green hydrogen intended for urban environments. A project that activates the entire value chain of this renewable gas, contributing in a concrete way to the decarbonisation of the energy system and to the development of new industrial and local applications.
Reference should be made to the chapters “E1 – Climate Change” and “S3 – Affected Communities” for details of the targets relating to the strategy described above and the results achieved in 2025.
• Energy efficiency
Through the ESCo Geoside, the Group offers a full range of services for the energy efficiency of buildings, industries and public administrations. The solutions proposed, which are based on proprietary technologies and advanced digital tools integrating big data analysis and artificial intelligence, contribute to the achievement
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of European climate objectives and to the structural reduction of energy consumption. Reference should be made to the chapter “E1 – Climate Change” for the results achieved in 2025.
• Water resource management
In the water sector, Italgas’ strategy is focused on the development, modernisation and digitisation of infrastructure. The adoption of advanced digital technologies for monitoring and managing networks, including smart meters and predictive maintenance systems derived from the experience gained in gas distribution, makes it possible to promptly identify and significantly reduce leaks and improve the overall efficiency of the service. This approach contributes to the sustainable development of the communities served, protecting an essential resource such as water and generating long-term environmental, economic and social benefits. Reference should be made to the chapter “Water losses” for details of the targets relating to the strategy described above and the results achieved in 2025.
Interests and views of stakeholders (SBM-2)
Continuous dialogue with stakeholders is a priority so that it can monitor the level of satisfaction with its operations, gather useful ideas on how to improve the quality of its services and operational and management models, promote more sustainable business practices, also in the long term, and create and maintain an ongoing relationship with the territories and communities in which the Group operates, in Italy and Greece. The categories of stakeholders and their specific methods of engagement are listed below:
• Investors and lenders: regular financial reports, conference calls, business plan presentations, shareholder meetings, physical and virtual meetings, corporate website, social networks;
• Suppliers: dedicated meetings, conventions, information and training initiatives, thematic engagement activities;
• Customers and sales companies: direct and ongoing relations, conventions, regular workshops, contact centres and customer portals, customer satisfaction surveys;
• Authorities and associations: periodic meetings, workshops for debate and discussion of sustainability topics;
• Employees: Theme-based events and training, regular meetings, annual meetings, engagement projects, company climate analysis, company intranet;
• Communities and local areas: meetings with representatives of local communities, associations and organisations, social and cultural initiatives.
The outcomes of stakeholder engagement are useful for making continuous improvements to services and operational processes, and their perspective contributes to the identification of relevant topics. In particular,
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during 2025 suppliers representative of the main types of procurement were involved in the update of the double materiality analysis (for further information reference should be made to the paragraph “Impact materiality”).
During the year, in addition to specific stakeholder engagement events, meetings and discussions were held with the various company departments in order to thoroughly assess the existence, extent and likelihood of Sustainability Impacts, Risks and Opportunities.
Material impacts, risks and opportunities and their interaction with strategy and business model (SBM- 3)
For the description of Impacts, Risks, and Opportunities resulting from the double materiality analysis, please refer to the tables at the end of this chapter.
Description of processes to identify and assess material impacts, risks and opportunities (IRO-1)
In compliance with the CSRD, the Italgas Group has conducted the double materiality exercise in accordance with the European Sustainability Reporting Standards (ESRS). The analysis is the starting point for the identification of the most relevant issues for the Group and its main stakeholders, as well as for the definition of the topics to be addressed and deepened within the Sustainability Statement.
The main Impacts, Risks and Opportunities (IROs) linked to environmental, social and governance issues for the Group's direct operations, as well as along the value chain, have been identified in a structured and systematic way, considering the time horizons in which they are expected to be implemented. The assessment of Risks and Opportunities carried out by the ERM department serves as input for the assessment of possible Impacts; at the same time, the updated list of impacts is critically analysed by ERM for identifying possible Dependencies and Impacts as sources of potential Risks and/or Opportunities with financial effects, identifying possible alignments, synergies, contributions and possible trade-offs between Risks and Opportunities, and Impacts. This process is closely integrated into the Group's ERM system, in line with international best practices and standards, such as the COSO Framework and ISO 31000; it has also been shared with company departments competent in the subject matter, and with the Group's Top Management, ensuring that the data collected is validated and a complete view of the impacts and risks is obtained.
The decision-making process involves the SVCC and the CRRPTC, which evaluate the results of the analysis before their final approval by the Board of Directors.
Impact materiality
Regarding the impact materiality analysis, Italgas has identified and assessed the impacts generated by its activities, considering both direct operations and indirect activities along the entire value chain, adopting an
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inside-out perspective, with the aim of identifying the current and potential positive and negative effects that the Group and the stakeholders operating along its value chain generate or could generate on the environment and people. In 2025, Italgas updated the analysis carried out in the previous year through several phases of a structured process, in accordance with the guidance set out in “IG1: Materiality Assessment Implementation Guidance” published by EFRAG:
- Analysis of the internal/external context: verification of Italgas’ alignment with emerging topics and trends through the assessment of the main sustainability frameworks (UNEP FI, SASB, MSCI and S&P) and the sustainability reporting of other actors, including at international level, in the sectors in which the Group operates, as well as through the analysis of internal factors.
- Stakeholder engagement activities: detailed analysis of the value chain through the engagement of suppliers representative of the main types of procurement required for the construction and maintenance of infrastructure and plants (upstream value chain), as well as for asset disposal activities (downstream value chain). The consultation was structured to ensure broad and targeted involvement, enabling a thorough understanding of impacts along the value chain.
- The information collected during the interviews contributed to updating the overall list of impacts, strengthening its completeness and clarity.
- Review of impacts: based on the outcomes of the first two phases, all topics identified in the previous period, as well as the related impact assessments, were reviewed.
This activity made it possible to review the list of impacts identified in the previous year and submit them to a validation process conducted by the Italgas Sustainability team, in collaboration with the ERM department and the functions responsible for each impact area.
The significance of actual impacts was assessed on the basis of the severity of each impact, measured through the three parameters of scale, scope and irremediability assigned according to a “gross” approach, i.e. without considering any existing mitigation measures, in a similar way to how it was done for risks and opportunities:
• scale measures the strength of the impact, i.e. the intensity of the effects generated on the environment and people;
• scope, which assesses the extent of the impact generated, was determined according to specific parameters, such as the presence of the impact along the stages of the value chain involved;
• irremediability, which represents the level of difficulty in remedying the impact generated, considers both the financial and time resources required to remedy the impact.
Each of the three parameters is defined according to scales of five levels, which allow for a total severity assessment (also divided into five levels). In the case of positive impacts, irremediability is not a parameter considered in the assessment. In the case of potential impacts, materiality is determined on the basis of a further parameter, namely the likelihood of an impact to occur (determined on a five-level scale).
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The Impacts of material relevance that have been assigned a severity and likelihood rating above the predetermined materiality threshold determine the sustainability issues to be reported in accordance with the ESRS 57 .
Financial materiality
In the second stage of the process, the financial materiality analysis, an outside-in perspective was adopted, aimed at identifying risks and opportunities that affect or could affect the Group's financial position, economic results and cash flow, as well as access to the financial market and cost of capital, in the short, medium and long term. The significant risks/opportunities have been outlined for each applicable ESRS Topic/Sub-Topic. Each event was assessed using thresholds of probability of occurrence and impact on the economic-financial dimension taking into account the persistence of the impact in the short, medium or long term. The combination of the level of probability and the economic and financial impact results in a rating (very relevant, relevant, of little relevance, not relevant) associated with each risk/opportunity and represents its prioritisation. The methodology followed for the prioritisation of risks and opportunities does not depend on the type of risk; in fact, sustainability risks are prioritised using the same criteria as those used for other types of risk. Risks/opportunities rated “relevant” or “very relevant” are considered significant; the presence of at least one significant risk/opportunity determines the financial materiality of the ESRS Topic/Sub-Topic to which the event is connected.
Significant risks are linked to those present in the mapping of ERM risks. Relevant opportunities are integrated into the strategic agenda.
The main inputs taken into consideration for the analysis of the significant risk relating to the topic of Climate Change refer to energy scenarios developed by external sources (ENTSOG-ENTSOE Distributed Energy and Global Ambition). For the analysis of relevant opportunities relative to the topic of Climate Change, the investments and assumptions set forth in the Group’s Strategic Plan were taken into consideration.
Disclosure requirements in ESRS covered by the company’s sustainability statement (IRO-2)
The Group outlined the relevant information to be disclosed, following a process that firstly considered all datapoints related to the issues identified as relevant from the perspective of Impacts, Risks and Opportunities.
57 The impacts considered relevant are those identified as "relevant" or "critical".
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Impact materiality: Sustainability impacts

| Value chain
Standard | Impact name | Positive / negative | Description of impact and connections with the business model, strategy and/or value chain | Time frame | Raw material extraction | Raw material processing | Construction and maintenance of infrastructure and plants | Direct Group Operations | Use of the infrastructure | Asset disposal (network and smart meter)
E1 | Benefits from the ESCo's network digitisation and energy efficiency works | Positive | Investments in the repurposing and digitisation of the Group’s distribution networks to enable the transmission of green gases such as biomethane and hydrogen, and the provision of energy efficiency services to reduce consumption and emissions through the ESCo Geoside. | Short-medium-long |  |  |  | x | x |
E1 | Contribution to climate change | Negative | Greenhouse gas emissions generated by direct and indirect operations along the value chain. | Medium-long | x | x | x | x |  | x
Entity-specific | Water losses along the distribution network of the Group's water business | Negative | Water losses along the distribution network, resulting in the waste of the resource. | Medium-long |  |  |  | x 58 |  |
E5 | Damage caused by waste production | Negative | Waste generation along the value chain, including mining waste, chemical residues and contaminated materials. | Short-medium-long | x | x | x | x |  | x
E5 | Use of non-renewable resources along the value chain | Negative | Use of non-renewable resources along the value chain, with the progressive depletion of raw materials. | Short-medium-long | x | x | x | x |  |
E5 | Low proportion of recyclable materials in the smart meter product | Negative | Distribution and use of smart meters, involving the use of non-renewable resources and limited material circularity. | Short-medium-long |  |  |  | x | x | x
S1-S2 | Failure to respect human rights | Negative | Potential violations of human and labour rights in the Group’s direct activities and in the upstream phases of the value chain. | Short-medium-long | x | x | x | x |  |
S1-S2 | Failure to respect diversity and equal opportunities of workers | Negative | Potential failure to respect diversity and equal opportunities in the Group’s direct activities and in the upstream phases of the value chain. | Short-medium | x | x | x | x |  |
S1-S2 | Failure to protect the health and safety of workers | Negative | Impacts on the health and safety of both the Group’s own workers in operational activities and the workers employed in the upstream phases of the value chain. | Short | x | x | x | x |  |
S1 | Increasing the professionalism and preparedness of employees through upskilling and reskilling | Positive | Investments in continuous training to develop skills, strengthen engagement and retention, attract talent and improve health and safety at work. | Short-medium |  |  |  | x |  |
S1 | Contribution to employee welfare through the implementation of welfare initiatives and measures | Positive | Implementation of welfare initiatives to promote employee well-being and work-life balance. | Short-medium |  |  |  | x |  |

58 Applies to the Group's consolidated water companies.
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S3 | Damage to the health and safety of local communities resulting from the lack of asset integrity | Negative | Potential impacts on the health and safety of local communities arising from asset integrity issues and false alarms caused by the dispersion of odorant. | Short | x | x | x | x |  |
S3 | Limited capacity for infrastructure modernisation and digitisation | Negative | Potential limited capacity for the modernisation and digitisation of infrastructure, with impacts on service continuity and delays in the energy transition. | Medium-long |  |  | x | x | x |
G1 | Promoting a healthy and transparent corporate culture | Positive | Promotion of a healthy and transparent corporate culture, based on values of integrity and secure channels for reporting wrongdoing. | Short |  |  |  | x |  |
G1 | Supply chain resilience through transparent and clear relationships with their suppliers | Positive | Transparent relationships and fair practices with suppliers, promoting supply chain resilience and sustainable development along the value chain. | Medium-long |  |  |  | x |  |
G1 | Damage caused by incidents of corruption | Negative | Potential corruption incidents with negative effects on institutions and society, fostering inequalities and diversion of resources. | Short-medium-long | x |  |  | x |  |
G1 | Contributions from the activities of trade associations | Positive | Transparent lobbying activities and dialogue with trade associations to contribute to the definition of policies supporting the sustainable development of the sector. | Medium-long |  |  |  | x |  |

Financial materiality: Sustainability Risks and Opportunities

Standard | Risk / Opportunity | Probability | Impact | Time Frame | Description of the Effects | Current financial effects | Expected financial effects | Positioning in the Value Chain | Management actions

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E1 | Risk of weakening of the weight of gas as an energy carrier for the residential segment | Possible | High | Long | Under a scenario of greater electrification of consumption (e.g. ENTSOG-ENTSOE Distributed Energy and Global scenarios), there could be a long-term decline in the use of gas (natural gas, biomethane and hydrogen) in the residential segment. Such scenarios are influenced by: the time required to reach grid parity between conventional sources and renewable energy; the development of renewable gas production; incentives for renewable fuels; the upgrading of infrastructure; and new technological solutions available for civil use. Energy efficiency improvements and good consumption practices may not be sufficient to offset the decline in gas volumes projected in these scenarios. In such a worst-case scenario, the long-term impact for the Group would be a decrease in the net activation of new re-delivery points in the residential sector. | With regard to current effects, no current impacts of the risk have emerged in the financial materiality assessment. | Marginal negative impact on the Group’s revenues, given the current regulatory mechanism which, in Italy, provides for a revenue component that is parametric and dependent on the number of re-delivery points managed by the Group. | Direct Group Operations – End-user use | Adherence to the United Nations Global Compact and to UNEP’s OGMP 2.0. - Active participation in consultations called by the Italian government or by European community organisations on relevant topics and in the activities of European sector associations. - Conversion of the network into digital infrastructure to enable the distribution of gas other than methane. - Development and adoption of Nimbus, the new generation smart meter. - Development of power-to-gas technology. - Group’s presence in the energy efficiency sector through Geoside and in the water business through Nepta, with prospects for growth.
E1 | Opportunities to enable the use of renewable gas in order to meet residential demand | Likely | Maximum | Medium | Gas distribution infrastructure plays a key role in decarbonisation. In this context, the Group’s commitment to digitalisation represents a fundamental step to: i) accelerate the distribution of renewable digitisation; ii) reduce the Group’s carbon footprint; and iii) make the network more reliable and capable of adapting to the impacts of climate change. In particular, the Strategic Plan provides for investments in metering and in the repurposing of the network to increase its flexibility and ensure the connections necessary for the distribution of biomethane and hydrogen. These actions generate medium- to long-term impacts that contribute to climate change mitigation and adaptation in the areas where Italgas operates. | With regard to current effects, no current impacts of the opportunity have emerged in the financial materiality assessment. | The investments planned for metering and for the repurposing of the network, given the current regulatory mechanism, are subject to remuneration and therefore contribute to generating value for the Group. | Direct Group Operations | - Development of power-to-gas technology. - Assessment of the adequacy of networks and facilities and measures aimed at enabling the distribution of gases other than methane. - Process of converting the network into digital infrastructure to enable the distribution of gas other than methane. - Development and adoption of Nimbus, the new generation smart meter.

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G1 | Risk of commission of offences to the advantage of the body / related to the organisational model referred to in Legislative Decree no. 231/2001 | Remote | Maximum | Short | According to Legislative Decree no. 231 of 2001 (“Decree 231”), the Group is subject to liability in the event of alleged offences committed, including abroad, in its interest or to its advantage, by individuals holding representative, administrative, or managerial functions, as well as by individuals under the direction or supervision of any such persons. Although the Italgas Group has measures in place to prevent and counter possible non-compliance risks, in the event of a conviction the Italgas Group would be subject to the penalties provided for by law. | With regard to current effects, no current impacts of the risk have emerged in the financial materiality assessment. | Possible monetary penalties, disqualification sanctions, as well as confiscation of the proceeds of the offence and publication of the conviction in the event that a disqualification sanction is applied. | Direct Group Operations | - Internal control and risk management system and areas of responsibility defined in terms of compliance. - Code of Ethics, Model 231, Policy for the prevention of and fight against corruption, ISO 37001 anti-bribery certification. - Monitoring, analysis, distribution and implementation of legislative measures on topics of interest for the Italgas Group and verification of correct implementation. - Training for personnel on compliance issues. - Analysis and monitoring of the reputational requirements of the Group’s counterparties. - “Supplier Code of Ethics”.

Disclosure Requirement | Page | Information derived from other EU legislative acts
ESRS 2 |  |
BP-1 | 76-77 |
BP-2 | 76-77 |
GOV-1 | 77 to 80 | Gender diversity in the board, paragraph 21, letter d) SFDR Annex I, Table 1, Indicator No. 13 Regulation on Benchmarks - Commission Delegated Regulation (EU) 2020/1816, Annex II
| Percentage of independent members of the board of directors, paragraph 21, letter e) Regulation on Benchmarks - Commission Delegated Regulation (EU) 2020/1816, Annex II
GOV-2 | 77 to 80 |
GOV-3 | 80 to 82 |
GOV-4 | 82 | Due diligence statement, paragraph 30 SFDR - Annex I, Table 3, Indicator No. 10
GOV-5 | 82 to 83 |
SBM-1 | 83 to 86 | Involvement in activities related to fossil fuels, paragraph 40, letter d), point i) SFDR - Annex I, Table 1, Indicator No. 4 Third pillar - Article 449-bis of Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/2453, Table 1 – Qualitative information on environmental risk and Table 2 – Qualitative information on social risk Regulation on Benchmarks - Commission Delegated Regulation (EU) 2020/1816, Annex II
Involvement in activities related to the production of chemicals, paragraph 40, letter d), point ii) SFDR - Annex I, Table 2, Indicator No. 9 Regulation on Benchmarks - Commission Delegated Regulation (EU) 2020/1816, Annex II
Participation in activities connected to controversial weapons, paragraph 40, letter d), point iii) SFDR - Annex I, Table 1, Indicator No. 14 Regulation on Benchmarks - Article 12, paragraph 1, of Delegated Regulation (EU) 2020/1818 and Annex II of Delegated Regulation (EU) 2020/1816
Involvement in activities related to tobacco cultivation and production, paragraph 40, letter d), point iv) Regulation on Benchmarks - Article 12, paragraph 1, of Delegated Regulation (EU) 2020/1818 and Annex II of Delegated Regulation (EU) 2020/1816
SBM-2 | 86 |
SBM-3 | 87, 89 to 98 |

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IRO-1 | 87 |
IRO-2 | 89 |
E1 |  |
E1-1 | 121 to 124 | Transition plan to achieve climate neutrality by 2050, paragraph 14 EU Climate Regulation - Article 2, paragraph 1, of Regulation (EU) 2021/1119
Companies excluded from benchmarks aligned with the Paris Agreement, paragraph 16, letter g) Third pillar - Article 449-bis of Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/2453, Model 1: Banking portfolio – Indicators of potential transition risk related to climate change: Credit quality of exposures by sector, emissions, and remaining maturity Regulation on Benchmarks - Article 12, paragraph 1, letters d to g, and paragraph 2, of Delegated Regulation (EU) 2020/1818
ESRS 2- GOV-3 | 121 to 124 |
ESRS 2 SBM-3 | 124 to 128 |
ESRS 2 IRO-1 | 124 to 128 |
E1-2 | 128 |
MDR-P | 128 |
MDR-A | 128 to 130 |
E1-3 | 128 to 130 |
MDR-T | 131-132 |
E1-4 | 131-132 | GHG reduction targets, paragraph 34 SFDR - Annex I, Table 2, Indicator No. 4 Third pillar - Article 449-bis of Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/2453, Model 3: Banking portfolio – Indicators of potential transition risk related to climate change: Alignment metrics Regulation on Benchmarks - Article 6 of Delegated Regulation (EU) 2020/1818
E1-5 | 132-133 | Energy consumption from fossil fuels disaggregated by source (only high climate impact sectors), paragraph 38 SFDR - Annex I, Table 1, Indicator No. 5 and Annex I, Table 2, Indicator No. 5
Energy consumption and energy mix, paragraph 37 SFDR - Annex I, Table 1, Indicator No. 5
Energy intensity associated with activities in high climate impact sectors, paragraphs 40 to 43 SFDR - Annex I, Table 1, Indicator No. 6
E1-6 | 134-135 | Gross emissions Scope 1, 2, 3 and total GHG emissions, paragraph 44 SFDR - Annex I, Table 1, Indicators No. 1 and 2 Third pillar - Article 449-bis of Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/2453, Model 1: Banking portfolio – Indicators of potential transition risk related to climate change: Credit quality of exposures by sector, emissions, and remaining maturity Regulation on Benchmarks - Article 5, paragraph 1, Article 6, and Article 8, paragraph 1, of Delegated Regulation (EU) 2020/1818
Gross GHG emission intensity, paragraphs 53 to 55 SFDR - Annex I, Table 1, Indicator No. 3 Third pillar - Article 449-bis of Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/2453, Model 3: Banking portfolio – Indicators of potential transition risk related to climate change: Alignment metrics Regulation on Benchmarks - Article 8, paragraph 1, of Delegated Regulation (EU) 2020/1818
E1-7 | 135 | GHG absorptions and carbon credits, paragraph 56 EU Climate Regulation - Article 2, paragraph 1, of Regulation (EU) 2021/1119
E1-8 | 135-136 |
E1-9 | Phase-in |
E2 59 | Non material |
E3 60 | Non material |
E4 61 | Non material |
E5 |  |
IRO-1 | 136 |
MDR-P | 136-137 |
E5-1 | 136-137 |
MDR-A | 136 to 138 |

59 During the 2025 financial year, the Group’s total NO x emissions amounted to 26.2 tonnes.
60 During the 2025 financial year, the Group’s total water withdrawals amounted to 0.059 million cubic metres (they coincide with discharges, therefore consumption is nil).
61 From the detailed assessment carried out during the year, the topic of biodiversity was confirmed to be irrelevant, both from the point of view of impact and financial significance, as Italgas operates mainly in urban and street environments, from city gates to meters.
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MDR-M | 136 to 138 |
MDR-T | 137 to 139 |
E5-2 | 136 to 138 |
E5-3 | 137 to 139 |
E5-4 | 139 |
E5-5 | 139-140 | Non-recycled waste, paragraph 37, letter d) SFDR - Annex I, Table 2, Indicator No. 13
Hazardous and radioactive waste, paragraph 39 SFDR - Annex I, Table 1, Indicator No. 9
E5-6 | Non material |
Water losses |  |
MDR-P | 140-141 |
MDR-A | 141 to 143 |
MDR-M | 141 to 143 |
MDR-T | 141 to 143 |
S1 |  |
ESRS 2 SBM-2 | 144 |
ESRS 2 SBM-3 | 144 to 146 | Risk of forced labor, paragraph 14, letter f) SFDR - Annex I, Table 3, Indicator No. 13
Risk of child labor, paragraph 14, letter g) SFDR - Annex I, Table 3, Indicator No. 12
S1-1 | 146 to 148 | Political commitments on human rights, paragraph 20 SFDR - Annex I, Table 3, Indicator No. 9 and Annex I, Table 1, Indicator No. 11
Policies regarding due diligence on issues covered by the fundamental conventions 1 to 8 of the International Labour Organization, paragraph 21 Regulation on Benchmarks - Commission Delegated Regulation (EU) 2020/1816, Annex II
Procedures and measures to prevent human trafficking, paragraph 22 SFDR - Annex I, Table 3, Indicator No. 11
Policy for the prevention or management of workplace accidents, paragraph 23 SFDR - Annex I, Table 3, Indicator No. 1
MDR-P | 146 to 148 |
S1-2 | 148-149 |
S1-3 | 149-150 | Complaint/grievance mechanisms, paragraph 32, letter c) SFDR - Annex I, Table 3, Indicator No. 5
S1-4 | 150 to 154 |
S1-5 | 154 |
MDR-T | 154 |
MDR-M | 154 |
S1-6 | 154 to 156 |
S1-7 | 156 |
S1-8 | 156 to 158 |
S1-9 | 158-159 |
S1-10 | 159 |
S1-11 | 159 |
S1-12 | 159 |
S1-13 | 160 |
S1-14 | 160-161 | Number of deaths and number and rate of work-related injuries, paragraph 88, letters b) and c) SFDR - Annex I, Table 3, Indicator No. 2 Regulation on Benchmarks - Commission Delegated Regulation (EU) 2020/1816, Annex II
Number of lost days due to injuries, fatal accidents, or illnesses, paragraph 88, letter e) SFDR - Annex I, Table 3, Indicator No. 3
S1-15 | 161 |

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S1-16 | 161-162 | Unadjusted gender pay gap, paragraph 97, letter a) SFDR - Annex I, Table 1, Indicator No. 12 Regulation on Benchmarks - Commission Delegated Regulation (EU) 2020/1816, Annex II
Excessive gender pay gap in favor of the CEO, paragraph 97, letter b) SFDR - Annex I, Table 3, Indicator No. 8
S1-17 | 162 | Discrimination-related incidents, paragraph 103, letter a) SFDR - Annex I, Table 3, Indicator No. 7
Failure to comply with the UN Guiding Principles on Business and Human Rights and OECD guidelines, paragraph 104, letter a) SFDR - Annex I, Table 1, Indicator No. 10 and Annex I, Table 3, Indicator No. 14 Regulation on Benchmarks - Annex II of Commission Delegated Regulation (EU) 2020/1816 and Article 12, paragraph 1, of Commission Delegated Regulation (EU) 2020/1818
S2 |  |
ESRS 2 - SBM-2 | 161-162 |
ESRS 2 - SBM-3 | 162-163 | Severe risk of child or forced labor in the labor chain, paragraph 11, letter b) SFDR - Annex I, Table 3, Indicators No. 12 and 13
S2-1 | 164-165 | Political commitments on human rights, paragraph 17 SFDR - Annex I, Table 3, Indicator No. 9 and Annex I, Table 1, Indicator No. 11
Policies related to workers in the value chain, paragraph 18 SFDR - Annex I, Table 3, Indicators No. 11 and 4
Failure to comply with the UN Guiding Principles on Business and Human Rights and OECD guidelines, paragraph 19 SFDR - Annex I, Table 1, Indicator No. 10 Regulation on Benchmarks - Annex II of Commission Delegated Regulation (EU) 2020/1816 and Article 12, paragraph 1, of Commission Delegated Regulation (EU) 2020/1818
Policies regarding due diligence on issues covered by the fundamental conventions 1 to 8 of the International Labour Organization, paragraph 19 Regulation on Benchmarks - Commission Delegated Regulation (EU) 2020/1816, Annex II
MDR-P | 164-165 |
S2-2 | 165-166 |
S2-3 | 166-167 |
S2-4 | 167-168 | Issues and incidents related to human rights in its upstream and downstream value chain, paragraph 36 SFDR - Annex I, Table 3, Indicator No. 14
S2-5 | 168-169 |
MDR-T | 168-169 |
MDR-M | 168-169 |
S3 |  |
ESRS 2 SBM-2 | 169 |
ESRS 2 SBM-3 | 169 |
S3-1 | 169-170 | Political commitments on human rights, paragraph 16 SFDR - Annex I, Table 3, Indicator No. 9 and Annex I, Table 1, Indicator No. 11
Non-compliance with the UN Guiding Principles on Business and Human Rights, the ILO principles, or the OECD Guidelines, paragraph 17 SFDR - Annex I, Table 1, Indicator No. 10 Regulation on Benchmarking - Annex II of Commission Delegated Regulation (EU) 2020/1816 and Article 12, Paragraph 1, of Commission Delegated Regulation (EU) 2020/1818
MDR-P | 169-170 |
S3-2 | 170 |
S3-3 | 171 |
S3-4 | 171-172 | Human rights issues and incidents, paragraph 36 SFDR - Annex I, Table 3, Indicator No. 14
MDR-A | 171-172 |
S3-5 | 172-173 |
MDR-M | 172-173 |
MDR-T | 172-173 |
S4 | Non material |
G1 |  |

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ESRS 2 GOV-1 | 174 |
ESRS 2 IRO-1 | 174 |
G1-1 | 174 a 176 | UN Convention Against Corruption, paragraph 10, letter b) SFDR - Annex I, Table 3, Indicator No. 15
Whistleblower protection, paragraph 10, letter d) SFDR - Annex I, Table 3, Indicator No. 6
MDR-P | 174 to 176 |
G1-2 | 176 |
G1-3 | 176-178 |
G1-4 | 178 | Fines imposed for violations of active and passive corruption laws, paragraph 24, letter a) SFDR - Annex I, Table 3, Indicator No. 17 Regulation on Benchmarking - Annex II of Commission Delegated Regulation (EU) 2020/1816
Rules on fighting active and passive corruption, paragraph 24, letter b) SFDR - Annex I, Table 3, Indicator No. 16
G1-5 | 178-179 |
G1-6 | 179 |
MDR-A | 179-180 |
MDR-M | 179-180 |
MDR-T | 179-180 |

Italgas Group Policies
The Group’s strategic guidelines, set out in the Sustainable Value Creation Plan 2025-2031 in the form of objectives and actions in the short and medium to long term, are developed in line with the United Nations Sustainable Development Goals and are formalised in a set of policies which, building on the principles set out in the Code of Ethics, define commitments and lines of action. The main contents of the individual policies are described in the respective reference chapters, to which reference should be made for a detailed description of the essential elements.

E1 | Climate change policy
E5 | HSEQE Policy (Health, Safety, Environment, Quality, Energy Efficiency)
Entity Specific | Integrated water service policy
S1 | Human rights policy Policy on Labour Rights and Employment Practices Diversity, Gender Equality and Inclusion Policy HSEQE Policy (Health, Safety, Environment, Quality, Energy Efficiency) Code of Ethics
S2 | Human rights policy Supplier Code of Ethics
S3 | Climate change policy Human rights policy
G1 | Code of Ethics Corporate Compliance

The Italgas Group Policies apply to all the Group’s companies, to all employees and, where relevant, to stakeholders along the value chain.
The Group CEO is responsible for overseeing the Group’s implementation of the Policies, while the CEOs of Group companies are responsible for overseeing and implementing the Policies for each company for which they are responsible.
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The Policies are disseminated through internal and external communication channels, such as the corporate intranet and the website, and are supported by training initiatives, awareness-raising activities and consultation with employees to gather feedback and promote continuous improvement. These opportunities for dialogue allow their opinions to be integrated into the decision-making process and strengthen their sense of belonging.
7.2 Environmental information
Disclosure pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)
EUROPEAN TAXONOMY
The European taxonomy for sustainable activities was instituted with EU Regulation 2020/852 in order to define a unique criterion for the classification of sustainable economic activities from an environmental viewpoint. The European Union aims to provide companies, investors and policy managers with appropriate definitions for environmentally-sustainable activities, useful on the one hand to achieve the medium- and long-term European objectives, directing their investments, and on the other to offer greater security to investors and companies in their green investment choices. With its investments in the gas networks aimed at making them carriers of renewable gases, in electronic meters, in energy efficiency and the ever greater reduction of potential grid losses (gas and water), Italgas helps pursue the energy transition necessary to achieve the European Green Deal objectives, while at the same time ensuring the stability of energy systems.
EU Regulation 2020/852 defines an activity as environmentally-sustainable if it makes a substantial contribution to achieving one of the following six environmental objectives:
• climate change mitigation,
• climate change adaptation,
• the sustainable use and protection of water and marine resources,
• the transition to a circular economy,
• pollution prevention and control,
• the protection and restoration of biodiversity and ecosystems.
In particular, the Taxonomy, as it is defined today, establishes that an activity shall be:
• eligible , when included in the list of environmentally sustainable economic activities contained in delegated acts EU 2021/2139, EU 2023/2485 and EU 2023/2486, regardless of whether they meet the relevant technical screening criteria and/or DNSH (Do No Significant Harm),
• aligned , eligible activity that makes a substantial contribution to the achievement of one or more of the environmental objectives described in Regulation (EU) 2020/852, in accordance with the technical screening criteria defined by the Commission itself and that does not harm the remaining objectives (Do No Significant Harm – DNSH), in compliance with the minimum safeguards regarding the protection of labour and human rights.
The data reported in this section therefore comply with the reporting obligation introduced in 2022 pursuant to Article 19a or Article 29a of Directive 2013/34/EU.
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From 2026, with effect for the 2025 reporting year, the new templates provided for in Regulation 2026/73 published on 8 January 2026 have been adopted.
The 2024 data refer to what was published by the Italgas Group in the previous financial year and therefore do not include the data of 2i Rete Gas.
Main assumptions
To define the share of revenues, operating expenses and capital expenditure deriving from activities that are eligible or aligned with the taxonomy, Italgas used EU Delegated Regulations 2021/2139, 2021/2178, 2023/2485 and 2023/2486 that supplemented Regulation 2020/85.
The portion of non-eligible activities includes all those activities that are not described in the Delegated Regulation EU 2021/2139, 2023/2485 and 2023/2486 irrespective of whether or not these activities can significantly contribute to one of the six environmental objectives defined in the Regulation EU 2020/852.
Methodology
The mapping of activities provided a detailed overview of the individual activities carried out by Italgas SpA and its subsidiaries. The NACE code associated with the operating company has not been considered as a restriction for inclusion or exclusion, given that, in the case of Italgas and its subsidiaries, the NACE code in most cases reflects the core business and does not necessarily reflect the details required by the Taxonomy. For the definition of "eligible activity" or "aligned activity", consistency with the definition of activities included in delegated acts was therefore considered.
In 2025, the data also include the contribution of 2i Rete Gas, consolidated in the reference period from 1 April 2025 following the acquisition and merger of the company 62 .
Where an activity can be considered both in light of climate mitigation and climate adaptation, the main aim for which this activity was implemented and the prevailing impacts were assessed, thereby guaranteeing no duplication of data. In general, it was found that the Italgas activities considered meet the climate mitigation objective, with the exception of the activities included under (2.1) Water supply, which fall under the environmental objective of “ sustainable use and protection of water and marine resources ” 63 . Compliance with technical screening criteria, DNSH (Do No Significant Harm to the environment criteria) and compliance with the minimum safeguard were assessed to determine which eligible assets were also sold according to the Taxonomy.
Italgas mainly carries out the gas distribution activity and therefore acts to create the best possible conditions to ensure that its network is “enabled” for the distribution of hydrogen and/or other renewable gases. It is not, however, responsible for the production of such gases nor for the definition of the blending thresholds, which are the responsibility of other parties. In considering the activities, it was assessed how far the Group can act to facilitate and make possible, within the plan horizon, the distribution of green gases in addition to methane.
62 With regard to CapEx, to ensure comparability with the previous reporting period, the denominator does not include the value of tangible and intangible assets (excluding goodwill) and right of use arising from the acquisition of 2i Rete Gas on 1 April 2025, amounting to 5,351.4 million euro. The denominator, calculated taking into account the specified items, would amount to €6,555 million.
63 Acqua Campania engages in transportation activities with water loss levels of 2.6%, improving year-on-year. The nature of the transportation activity makes the application of the Infrastructure Leakage Index (ILI) described in the technical screening notes not feasible, as it is related to water distribution.
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Eligible activities
In accordance with Delegated Regulations no. 2021/2139, 2023/2485 and 2023/2486, which supplement Regulation no. 2020/852, the analysis carried out by Italgas starting from 2021 led to the identification the following of eligible activities set forth below in order of significance:
• (4.14) Renewable gas and low carbon emission gas distribution and transmission networks in respect of the gas distribution business
• (7.5) Installation, maintenance and repair of devices related to metering, regulation and energy performance control of buildings in respect of metering
• (7.3) Installation, maintenance and repair of energy efficiency devices for all energy efficiency activities
• (3.10) Manufacture of hydrogen
• (4.11) Storage of thermal energy
• (2.1) Water supply
• (5.1) Construction, expansion and management of water collection, treatment and supply systems
• (5.2) Renewal of water collection, treatment and supply systems
• (4.1) Production of electricity by means of solar-photovoltaic technology
• (7.1) Construction of new buildings
• (7.2) Renovation of existing buildings
• (7.4) Installation, maintenance and repair of electric vehicle charging stations in buildings
• (7.6) Installation, maintenance and repair of renewable energy technologies
• (8.1) Data processing, hosting and related activities
• (9.3) Professional services related to energy performance of buildings
Revenues aligned or eligible for Taxonomy
The share of revenues aligned with or eligible for the Taxonomy for the year 2025, in compliance with subsection 1.1.1 of Annex 1 to Delegated Regulation 2021/2178, is calculated as the sum of revenues derived from products or services associated with activities respectively aligned with or eligible for the Taxonomy, proportionally to the total net revenues of the Group (of the scope described above) recorded in compliance with International Accounting Standard (IAS) no. 1, subsection (82: (a)), shown in the Notes to the Consolidated Financial Statements in section 27.
Aligned revenues include activities for which technical screening, DNHS and minimum guarantees of safeguards criteria are met. More specifically, revenues from the construction and upgrading of gas distribution and metering infrastructure related to services under concession arrangements are considered aligned, in accordance with IFRIC 12, for (i) the share referring to activities aimed at making the network suitable for the distribution of renewable and low-carbon gases including all requalification of the distribution network and its extensions, carried out with materials suitable for the new renewable gases (activity 4. 14); (ii) the share referring to activities involving the detection of leaks, the repair of existing gas pipelines and other elements of the network, aimed at reducing methane leaks (activity 4. 14); and (iii) the share referring to the activities of installation, maintenance and repair of smart gas meters (activity 7.5). Also included is the share of gas
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metering service remuneration related to the costs recognized for the installation and maintenance of smart meters (activity 7.5). Revenues deriving from activities relating to energy efficiency, water service and ICT have also been included, consistently with the Taxonomy criteria.
All those activities that, although included in the list of Delegated Regulation EU 2021/2139, do not meet all the technical screening and/or DNSH criteria, are considered eligible but not aligned.
The share of revenues considered ineligible includes all activities not covered by the previous points.
Operating expenses aligned with or eligible for Taxonomy
The portion of aligned or eligible operating expenses (OpEx) is calculated as the ratio between operating costs related to activities or processes respectively aligned or eligible for the taxonomy, in proportion to the operating expenses incurred, in compliance with the provisions of subsection 1.1.2 of Annex 1 to Delegated Regulation 2021/2178. Operating expenses include by Delegated Regulations, direct non-capitalized costs related to research and development, building renovation measures, short-term leases, maintenance and repair and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment necessary to ensure the continued and effective functioning of such assets.
The operating expenses referred to in subsection 1.1.2 of Annex 1 to Delegated Regulation 2021/2178 are a part of those shown in subsection 28 of the Notes to the Consolidated Financial Statements.
The activities to which these expenses refer are those described in the previous sections, in addition to the operating expenses related to real estate services.
Capital expenditures aligned with or eligible for Taxonomy
The portion of capital expenses (CapEx), in compliance with paragraph 1.1.2 of Annex 1 to Delegated Regulation 2021/2178, is calculated as the ratio between investments in activities or processes eligible to the taxonomy with respect to the increases in tangible and intangible assets in 2025, considered before amortisation/depreciation, impairment and any value adjustment, including those resulting from the recalculation and reduction in value and excluding changes in fair value and those arising from the business combination.
As a result, the CapEx aligned with the Taxonomy include all investments related to the installation, maintenance and repair of digital meters. For the gas distribution activity, the following has been included: the investments made in the network for the distribution of renewable and low-carbon gases, including all requalification of the distribution network and its extensions, carried out with materials suitable for the new renewable gases and the portion of investments relating to activities involving the detection of leaks, the repair of existing gas pipelines and other elements of the network, aimed at reducing methane leaks. The CapEx related to energy efficiency, the water service, real estate and ICT were also included in line with the Taxonomy criteria.
All those activities that, although included in the list of EU Delegated Regulation 2021/2139, 2023/2485 and 2023/2486, do not comply with all the technical screening criteria and/or DNSH criteria are considered eligible, but not aligned. In particular, the CapEx eligible but not aligned with the Taxonomy include expenses related
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to Power-to-Gas project since, for that project, which qualifies for the production of green hydrogen from renewable sources (hence without carbon production), when this analysis was closed, the third-party assessment of the emission level was not available. Once this certification is obtained and in view of the nature of the activities, the project will meet the technical and DNSH screening criteria.
The CapEx considered as not eligible, in continuity with last year, include all activities not described in EU Delegated Regulations 2021/2139, 2023/2485 and 2023/2486.
Do No Significant Harm to environmental goals (DNSH)
Climate change mitigation: the activities considered meet the climate change mitigation objective. In the case of the activity “ (2.1) Water supply ”, the DNSH assessment with respect to the climate change mitigation objective is not required.
Climate change adaptation: the analysis of the physical climate risks affecting Italgas' activities is integrated into the Group's strategic planning process and ERM model. It takes into account the vulnerability of specific activities, the mitigation actions implemented and the adaptation solutions. To facilitate the identification of risks related to climate change, the ERM Department carries out a specific analysis based on physical scenarios to identify the main drivers of climate change that could impact Italgas' activities in the short (1 year), medium (2 to 5 years) and long term (more than 5 years), and, for each of these drivers, a predefined list of risk/opportunity events applicable to Italgas is provided. The physical risks are assessed as low in consideration of the mitigation actions implemented. The list of risks considered was compared with the list in Appendix A, Annex I of Delegated Regulation EU 2021/2139. From the comparison made, it emerged that the activities do not pose significant harm to the ability to adapt to climate change, i.e. do not lead to a worsening of the negative effects of the current or future climate on humans, nature or on the Group’s assets.
Furthermore, in the case of newly constructed physical assets, adaptation solutions that reduce the main climate risks affecting them are incorporated into the design and construction phases. Other activities considered to be aligned were assessed as not posing significant harm to the ability to adapt to climate change, i.e. they would not lead to a worsening of the negative effects of the current or future climate on humans, nature or on the Group’s assets.
Sustainable use and protection of water and marine resources: Italgas is not required, for its gas and water distribution activities, to carry out an environmental impact assessment pursuant to Directive 2011/92/EU. This absence of such requirement is inherent in the nature of the distribution business. It should be noted, however, that the laying of distribution pipes is carried out in compliance with regulations, including those of an environmental and water protection nature, both national and local, and is subject to authorisation by the competent authorities. In the case of Nepta, the actions implemented aim to improve efficiency in the use of water resources; the company distributes only drinking water and is not involved in wastewater treatment activities.
Finally, HSEQE Policy commits the Group to the efficient use of water in the conduct of business activities. On the basis of the analyses carried out, the activities are not considered to be detrimental to the good potential status of water bodies (rivers, lakes, canals, coastal waters) or sea waters.
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Transition towards a circular economy: in its activities, Italgas pursues the reduction and prevention of pollution. HSEQE Policy commits the Group to the reduction of waste produced and promotion, where possible, of its recovery. For the aligned activities, the principle of absence of significant damage is respected, in line with the provisions of Delegated Regulation (EU) 2021/2139. Considering the components and construction materials used, waste management and construction techniques and projects in the activities relating to point 7.1 and 7.2 respect the criteria of Delegated Regulation (EU) 2021/2139.
Pollution prevention and reduction: in its activities, the Company pursues the reduction and prevention of pollution. The HSEQE Policy commits the Group to the reduction of waste produced and the promotion, where possible, of its recovery. As regards distribution, the equipment considered as aligned in terms of the Taxonomy, falls within the scope of Directive 2009/125/EC, is compliant therewith and represents the best available technology. With regard to building components and materials used in activities related to Section 7.1, 7.2 and 7.3, the criteria in Appendix C, including the related regulations on the treatment and disposal of asbestos, are met.
Protection and restoration of biodiversity and ecosystems: the HSEQE Policy commits the Group to the protection of the environment and the responsible management of the significant environmental impacts associated with its activities, pursuing the protection and care of the natural environment and combating climate change, avoiding deforestation, ensuring restoration and maintaining the balance of the ecosystem and biodiversity.
Italgas is not required, for its gas and water distribution activities, to carry out an environmental impact assessment pursuant to Directive 2011/92/EU. For both networks, the laying of the pipelines, related structures and excavation works are carried out in compliance with environmental regulations, limiting impacts on biodiversity and ecosystems. For large-scale water supply activities, Acqua Campania is subject to an environmental impact assessment in accordance with Directive 2011/92/EU. The laying of the pipelines, related structures and excavation works are carried out in compliance with environmental regulations also for this company, limiting impacts on biodiversity and ecosystems.
Minimum safeguards
The Italgas Code of Ethics, the Supplier Code of Ethics and the Human Rights Policy outline the reference principles and actions taken to protect human rights, compliance with laws and the principle of competition, and the fight against corruption in the performance of the Group's activities and, in general, in any context in which Italgas people and business partners operate. These principles are in line with the OECD Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human Rights and the International Labour Organisation (ILO) Fundamental Conventions. The Policy for the Prevention of Discrimination and Protection of the Dignity of Group Personnel and the Diversity and Inclusion Policy reinforce the Group's commitments to the protection of Human Rights.
Italgas and its subsidiaries have adopted Organisation, Management and Control Models (Models 231), aimed at preventing the perpetration of offences that could result in administrative liability to the Company, as well as Internal Control and Risk Management systems that guarantee compliance with minimum safeguards.
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All suppliers are also required to confirm their compliance in terms of human rights and work by accepting the Italgas Policy on Human Rights, health and safety, environmental protection and the ethical and responsible management of the business. The Group conducts human rights due diligence involving both Group Companies and suppliers. Please refer to sections S1 and S2 for a description of the actions taken to 1) guarantee the protection of human rights through policies, actions, targets, whistleblowing channels and remedial measures; 2) promote and verify respect for human rights by suppliers, including reputational verification, qualification process, supplier engagement and training initiatives, ESG and health and safety audits, availability of whistleblowing channels and mechanisms for remedial action.
For taxation-related issues, the Italgas Group has adopted a Tax Strategy, intended as a set of principles and guidelines inspired by the values of its Code of Ethics, transparency and legality, which guide not only fiscal choices, but also those related to the core business of the Group as a whole. In order to ensure adequate control of the tax variable, it has also adopted an integrated internal control system on tax-related risks (the Tax Control Framework - TCF). The TCF is part of the Italgas Group's broader Internal Control and Risk Management System and ensures oversight of the tax variable. The Cooperative Compliance regime referred to in Legislative Decree no. 128/2015 as amended, reduces the level of uncertainty on tax issues and prevents the emergence of tax disputes through continuous and preventive forms of dialogue on situations likely to generate tax risks. Currently, the companies under the Cooperative Compliance regime are: Italgas S.p.A., Italgas Reti S.p.A., Toscana Energia S.p.A., Medea S.p.A., BluDigit S.p.A., Geoside S.p.A. and Newco S.p.A. Remaining in the regime allows for continuous and preventive dialogue with the Revenue Agency and is an indicator of the constant application of those principles of fairness, transparency and awareness of the fulfilment of tax obligations that characterise the Company's behavioural policy in relation to tax matters. Also, with regard to suppliers, checks about reputation and the possession of general requirements are carried out, including those inherent in tax and contribution regularity. Please refer to section S2 for more details.
Revenues are reported, along with CapEx and OpEx associated with the eligible activities. No information is supplied in respect of other KPIs, apart from that required by the Delegated Regulation (EU) 2021/2178.
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Financial year 2025 |  |  |  |  | Breakdown by environmental objectives of Taxonomy-aligned activities |  |  |  |  |
KPI | Total | Proportion of Taxonomy- eligible activities | Taxonomy- aligned activities | Proportion of Taxonomy- aligned activities | Climate change mitigation | Climate change adaptation | Water | Circular economy | Pollution | Biodiversity | Proportion of enabling activities | Proportion of transitional activities | Not assessed activities considered non- material | Taxonomy- aligned activities in previous financial year (N-1) | Proportion of Taxonomy- aligned activities in previous financial year (N-1)
Turnover | 3,589.0 | 33.1% | 1,185.8 | 33.1% | 30.7% | 0% | 2.3% | 0% | 0% | 0% | 7.7% | 0.0% | 0% | 865.7 | 34.1%
CapEx | 1,203.6 | 86.1% | 1,030.2 | 85.6% | 85.3% | 0% | 0.2% | 0% | 0% | 0% | 12.5% | 1.7% | 0% | 765.3 | 78.8%
OpEx | 153.4 | 78.7% | 111.4 | 72.7% | 64.3% | 0% | 8.4% | 0% | 0% | 0% | 42.9% | 0.0% | 0% | 66.4 | 69.6%

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Financial year 2025 Turnover€ million |  |  |  |  | Environmental objective of Taxonomy-aligned activities |  |  |
Economic activities | Code | Taxonomy-eligible KPI (proportion of Taxonomy-eligible Turnover) | Taxonomy-aligned KPI (monetary value of Turnover) | Taxonomy-aligned KPI (proportion of Taxonomy-aligned Turnover) | Climate change mitigation | Climate change adaptation | Water | Circular economy | Pollution | Biodiversity | Enabling activity | Transitional activity | Proportion of Taxonomy aligned in Taxonomy eligible
2.1 Water supply | WTR 2.1 | 2.3% | 84.1 | 2.3% |  |  | 2.3% |  |  |  |  |  | 100%
4.1 Production of electricity by means of solar-photovoltaic technology; | CCM 4.1 | 0.1% | 4.1 | 0.1% | 0.1% |  |  |  |  |  |  |  | 100%
4.14 Renewable gas and low carbon emission gas distribution and transmission networks in respect of the gas distribution business; | CCM 4.14 | 22.6% | 812.0 | 22.6% | 22.6% |  |  |  |  |  |  |  | 100%
5.1 Construction, expansion and management of water collection, treatment and supply systems; | CCM 5.1 | 0.3% | 10.8 | 0.3% | 0.3% |  |  |  |  |  |  |  | 100%
7.3 Installation, maintenance and repair of energy efficiency devices for all energy efficiency activities; | CCM 7.3 | 2.5% | 89.0 | 2.5% | 2.5% |  |  |  |  |  | A |  | 100%
7.5 Installation, maintenance and repair of metering, regulation and energy performance control devices and instruments of buildings in respect of metering; | CCM 7.5 | 5.1% | 182.3 | 5.1% | 5.1% |  |  |  |  |  | A |  | 100%
7.6 Installation, maintenance and repair of renewable energy technologies; | CCM 7.6 | 0.0% | 1.5 | 0.0% | 0.0% |  |  |  |  |  | A |  | 100%
9.3 Professional services related to energy performance of buildings. | CCM 9.3 | 0.1% | 2.0 | 0.1% | 0.1% |  |  |  |  |  | A |  | 100%

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3.10 Manufacture of hydrogen | CCM 3.10 | 0.1% | - | 0.0% | 0.0% |  |  |  |  |  |  |  |
4.15 Distribution of district heating/district cooling; | CCM 4.15 | 0.0% | - | 0.0% | 0.0% |  |  |  |  |  |  |  |
Sum of alignment per objective |  |  |  |  | 30.7% | 0.0% | 2.3% | 0.0% | 0.0% | 0.0% |  |  |
Total KPI (Turnover) |  | 33.1% | 1,185.8 | 33.0% | 30.7% | 0.0% | 2.3% | 0.0% | 0.0% | 0.0% |  |  |

The code contains the abbreviation of the goal to which the economic activity can make a substantial contribution, and the section number of the activity in the corresponding goal annex, i.e., CCM climate change mitigation; CCA climate change adaptation; WTR water and marine resources; CE circular economy; PPC pollution prevention and control; BIO biodiversity and ecosystems.
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OpEx Financial year 2025 € million |  |  |  |  | Environmental objective of the Taxonomy-aligned activities |  |  |
Economic activities | Code | Taxonomy-eligible KPI (proportion of Taxonomy-eligible OpEx) | Taxonomy-aligned KPI (monetary value of OpEx) | Taxonomy-aligned KPI (proportion of Taxonomy-aligned OpEx) | Climate change mitigation | Climate change adaptation | Water | Circular economy | Pollution | Biodiversity | Enabling activity | Transitional activity | Proportion of Taxonomy aligned in Taxonomy eligible
2.1 Water supply | WTR 2.1 | 8.4% | 12.9 | 8.4% |  |  | 8.4% |  |  |  |  |  | 100%
4.1 Production of electricity by means of solar-photovoltaic technology; | CCM 4.1 | 0.3% | 0.5 | 0.3% | 0.3% |  |  |  |  |  |  |  | 100%
4.14 Renewable gas and low carbon emission gas distribution and transmission networks in respect of the gas distribution business; | CCM 4.14 | 21.0% | 32.1 | 21.0% | 21.0% |  |  |  |  |  |  |  | 100%
5.1 Construction, expansion and management of water collection, treatment and supply systems; | CCM 5.1 | 0.1% | 0.1 | 0.1% | 0.1% |  |  |  |  |  |  |  | 100%
7.3 Installation, maintenance and repair of energy efficiency devices for all energy efficiency activities; | CCM 7.3 | 38.9% | 59.7 | 38.9% | 38.9% |  |  |  |  |  | A |  | 100%
7.5 Installation, maintenance and repair of metering, regulation and energy performance control devices and instruments of buildings in respect of metering; | CCM 7.5 | 2.1% | 3.2 | 2.1% | 2.1% |  |  |  |  |  | A |  | 100%
7.6 Installation, maintenance and repair of renewable energy technologies; | CCM 7.6 | 0.0% | - | 0.0% | 0.0% |  |  |  |  |  | A |  | -
9.3 Professional services related to energy performance of buildings. | CCM 9.3 | 1.9% | 3.0 | 1.9% | 1.9% |  |  |  |  |  | A |  | 100%
4.15 Distribution of district heating/district cooling; | CCM 4.15 | 0.0% | - | 0.0% | 0.0% |  |  |  |  |  |  |  | -
8.1 Data processing, hosting and related activities | CCM 8.1 | 6.1% | - | 0.0% | 0.0% |  |  |  |  |  |  |  | 0%
Sum of alignment per objective |  |  |  |  | 64.3% | 0.0% | 8.4% | 0.0% | 0.0% | 0.0% |  |  |
Total KPI (OpEx) |  | 78.7% | 111.4 | 72.7% | 64.3% | 0.0% | 8.4% | 0.0% | 0.0% | 0.0% |  |  |

The code contains the abbreviation of the goal to which the economic activity can make a substantial contribution, and the section number of the activity in the corresponding goal annex, i.e., CCM climate change mitigation; CCA climate change adaptation; WTR water and marine resources; CE circular economy; PPC pollution prevention and control; BIO biodiversity and ecosystems.
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CapEx, Financial year 2025 € million |  |  |  |  | Environmental objective of the Taxonomy-aligned activities |  |  |
Economic activities | Code | Taxonomy-eligible KPI (proportion of Taxonomy-eligible CapEx) | Taxonomy-aligned KPI (monetary value of CapEx) | Taxonomy-aligned KPI (proportion of Taxonomy-aligned CapEx) | Climate change mitigation | Climate change adaptation | Water | Circular economy | Pollution | Biodiversity | Enabling activity | Transitional activity | Proportion of Taxonomy aligned in Taxonomy eligible
2.1 Water supply | WTR 2.1 | 0.2% | 3.0 | 0.2% |  |  | 0.2% |  |  |  |  |  | 100%
4.1 Production of electricity by means of solar-photovoltaic technology; | CCM 4.1 | 0.1% | 0.7 | 0.1% | 0.1% |  |  |  |  |  |  |  | 100%
4.11 Heat energy storage; | CCM 4.11 | 0.0% | 0.00 | 0.0% | 0.0% |  |  |  |  |  | A |  | 100%
4.14 Renewable gas and low carbon emission gas distribution and transmission networks in respect of the gas distribution business; | CCM 4.14 | 70.4% | 847.8 | 70.4% | 70.4% |  |  |  |  |  |  |  | 100%
5.1 Construction, expansion and management of water collection, treatment and supply systems; | CCM 5.1 | 0.1% | 1.1 | 0.1% | 0.1% |  |  |  |  |  |  |  | 100%
5.2 Renewal of water collection, treatment and supply systems; | CCM 5.2 | 0.5% | 5.8 | 0.5% | 0.5% |  |  |  |  |  |  |  | 100%
7.1 Construction of new buildings | CCM 7.1 | 0.0% | 0.6 | 0.0% | 0.0% |  |  |  |  |  |  |  | 100%
7.2 Renovation of existing buildings | CCM 7.2 | 1.7% | 20.5 | 1.7% | 1.7% |  |  |  |  |  |  | T | 100%
7.3 Installation, maintenance and repair of energy efficiency devices for all energy efficiency activities; | CCM 7.3 | 0.8% | 9.1 | 0.8% | 0.8% |  |  |  |  |  | A |  | 100%
7.4 Installation, maintenance and repair of electric vehicle charging stations in buildings | CCM 7.4 | 0.0% | 0.0 | 0.0% | 0.0% |  |  |  |  |  | A |  | 100%

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7.5 Installation, maintenance and repair of metering, regulation and energy performance control devices and instruments of buildings in respect of metering; | CCM 7.5 | 11.6% | 140.1 | 11.6% | 11.6% |  |  |  |  |  | A |  | 100%
7.6 Installation, maintenance and repair of renewable energy technologies; | CCM 7.6 | 0.1% | 1.6 | 0.1% | 0.1% |  |  |  |  |  | A |  | 100%
3.10 Manufacture of hydrogen | CCM 3.10 | 0.3% | 0.0 | 0.0% | 0.0% |  |  |  |  |  |  |  | 0%
8.1 Data processing, hosting and related activities | CCM 8.1 | 0.2% | 0.0 | 0.0% | 0.0% |  |  |  |  |  |  |  | 0%
Sum of alignment per objective |  |  |  |  | 85.3% | 0.0% | 0.2% | 0.0% | 0.0% | 0.0% |  |  |
Total KPI (CapEx) |  | 86.1% | 1,030.2 | 85.6% | 85.3% | 0.0% | 0.2% | 0.0% | 0.0% | 0.0% |  |  |

The code contains the abbreviation of the goal to which the economic activity can make a substantial contribution, and the section number of the activity in the corresponding goal annex, i.e., CCM climate change mitigation; CCA climate change adaptation; WTR water and marine resources; CE circular economy; PPC pollution prevention and control; BIO biodiversity and ecosystems.
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ESRS E1 – Climate Change
Transition plan for climate change mitigation and Integration of sustainability-related performance in incentive schemes (E1-1, ESRS 2 GOV-3)
Italgas has adopted a transition plan that aligns the Group's business model and operations with the pathway to limiting global warming to 1.5°C, as outlined in the Paris Agreement and the European Union's climate goals. The plan aims to achieve net zero carbon for Scope 1 and 2 market-based emissions and Scope 3 supply chain emissions by 2050, setting specific intermediate targets for both the gas distribution business and the water service business (reference should be made to the paragraph “Targets related to climate change mitigation and adaptation (E1-4, MDR-T)”).
Italgas’ 64 transition plan, built on the pillars of sustainability, growth and innovation, is fully integrated into the Group’s 2025–2031 Strategic Plan approved by the Board of Directors 65. . .
The Strategic Plan incorporates these considerations into financial planning, including the strategic planning of CapEx and OpEx, ensuring that sustainability goals influence decisions at all levels – from revenue generation to asset management.
The Group's Remuneration Policy is aligned with the objectives of the transition plan. The document, drafted by the Appointments and Compensation Committee and submitted to the Board of Directors for review and approval, provides for short-term and long-term compensation for Group Management, including the CEO, linked to the achievement of climate targets (please refer to DR GOV-3).
The transition plan includes the Group’s strategy to address proactively both physical climate risks, associated with the impact of natural disasters on the integrity of the networks and ensuring their resilience to increasing climate variability, and transition risks.
In practice, the scenarios confirm that gas distribution networks are a fundamental infrastructure for achieving European climate objectives. The complete digitisation of the networks planned and implemented by the Group will allow the safe transport of renewable gas mixtures, such as biomethane, synthetic methane and hydrogen, which will progressively replace fossil natural gas. This technological upgrade contributes directly to reducing emissions, while confirming the relevance of the existing gas infrastructure beyond 2050. By integrating renewable gases, the Italgas Group supports an inclusive, economically sustainable and resilient energy transition in all the territories in which it operates (see DR E1-4).
Despite the absence of a specific methodology from the Science-Based Targets initiative (SBTi) for the oil and gas sector, in particular for gas distribution, Italgas’ targets are nonetheless aligned with the trajectory set out in the SBTi cross-sector approach for a 1.5°C scenario compared with pre-industrial levels, in line with the Paris Agreement. Italgas remains committed to obtaining formal SBTi validation as soon as the sector methodology is available. In the meantime, the Company obtained confirmation of this alignment from an independent consulting firm (Carbonsink), specialised in the analysis of climate scenarios. The analysis of alignment with a 1.5° scenario of all the Group’s targets (Scope 1 and Scope 2 market-based for gas
64 It includes elements with a time horizon extending up to 2050.
65 Approved on 29 October 2025 https://www.italgas.it/wp-content/uploads/sites/2/2025/10/Sustainable-Value-Creation-Plan-2025-2031.pdf.
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distribution and the water service, Scope 3 – Supply Chain for both businesses) and of the greenhouse gas emission trajectories was carried out through comparison with the methodologies of the IPCC 66 , the SBTi, the CDP–WWF Temperature Scoring Methodology 67 and the IEA.
The Group has defined specific decarbonisation levers for the implementation of its transition plan, in support of the greenhouse gas emission reduction targets, illustrated in detail in DR E1-3 / MDR-A. In addition, it conducted an assessment of the “locked-in” 68 greenhouse gas emissions associated with the Company’s main assets, identifying the residual fugitive emissions that remain even after all loss minimisation measures have been implemented as potential “locked-in” emissions.
The activity includes leak detection and repair of existing gas pipelines and other elements of the network to reduce methane leaks. This explains the high level of alignment of the capital investments implemented in gas distribution networks in 2025 according to the criteria of Commission Delegated Regulations (EU) 2020/852, 2021/2139, 2023/2485 and 2023/2486 (Delegated Regulations on Taxonomy) relating to the European Taxonomy.
According to the exclusion criteria defined in the Commission Delegated Regulation (EU) 2020/1818, which sets minimum standards for indices used as benchmarks for financial instruments and contracts or for measuring the performance of investment funds aligned with the Paris Agreement, the Group is excluded as it falls within the subset of companies deriving more than 50% of their revenue, calculated in accordance with IFRS accounting standards, from the exploration, extraction, production, or distribution of combustible gases.
Material impacts, risks and opportunities and their interaction with strategy and business model and Description of the processes to identify and assess material climate-related impacts, risks and opportunities (ESRS 2 SBM-3, ESRS 2 IRO-1)
Italgas’ strategy is influenced by climate change: the analysis of climate scenarios and related Impacts, Risks and Opportunities (IRO) are constantly considered during the drafting of the Strategic Plan. The identification and assessment of climate-related IROs is part of the double materiality analysis, which considered significant impacts from an inside-out perspective and significant risks/opportunities from a financial perspective. As part of the financial materiality assessment, the following climate-related risks/opportunities were identified as significant:
• Risk of weakening of the weight of gas as an energy carrier.
• Opportunities to enable the use of renewable gas in order to meet residential demand
Both of these events are considered Climate-related Transition Risks.
The assessment of the resilience of the Group's strategy to mitigate and adapt to climate change was developed was based on an analysis of climate scenarios that best represent the context in which Italgas
66 Source: IPCC - Sixth Assessment Report
67 Temperature scoring methodology developed by the Carbon Disclosure Project (CDP) and the World Wide Fund For Nature (WWF) that translates the ambition of corporate greenhouse gas emission reductions into temperature assessments for companies.
68 This refers to the estimated Scope 1 and 2 GHG emissions over the operational life of key assets and those planned with certainty. Key assets are those owned or controlled by the company and consist of existing or planned assets (such as fixed or mobile installations, plants and equipment) that are a source of significant GHG emissions, caused directly or indirectly by energy generation. Key assets planned with certainty are those that the company will most likely start using within the next five years.
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operates, both transitional and physical, qualitative and quantitative, which are publicly available and do not exclude any physical or transitional risks of climate scenarios. The analysis helps identify and assess potential business impacts, and define the responses and actions needed to manage these risks and opportunities.
The scenarios used in the resilience analysis are provided below.
Transition scenarios
The transition scenarios on decarbonisation and energy transition highlight the relevance of the future role of gas in the energy mix, ensuring consistency with international and European objectives. The scenarios considered for the development of the 2025-2031 Strategic Plan are based on forecasts from the European Commission, the International Energy Agency’s (IEA) World Energy Outlook, ENTSOG, ENTSO-E, IRENA, and national contributions (National Energy and Climate Plan for Italy and Greece, Snam-Terna scenarios). In particular, the IEA STEPS, APS and NZE scenarios were analysed with a focus on emission reduction and mitigation actions necessary to achieve the Net-Zero target by 2050. ENTSO scenarios (e.g. ENTSOG- ENTSOE Distributed Energy and Global Ambition) were analysed to focus on European trends, gas supply and demand within the Group’s reference perimeter (Europe, Italy, Greece), the projected evolution of the gas mix (fossil fuels, biomethane, hydrogen and other renewables) and energy efficiency. The Snam-Terna scenarios focus on the Italian perimeter and are developed with an integrated approach by the main gas and electricity TSOs in Italy. They show an evolution of the energy mix towards 2030 and 2040, with overall gas demand remaining almost stable in the coming decades, thanks to a progressive shift to green gas, with an increasing role of biomethane in the decarbonisation of the residential sector. With reference to the Greek scope, the DESFA 2025-2034 demand forecast study is also considered, which anticipates an increase in gas demand due to the gasification of new areas planned by the Greek TSO (Western Macedonia, Western Greece, Peloponnese, Epirus). All scenarios are in line with the Paris Agreement and the European Union's ambition to reach the Net-Zero target in 2050. The potential occurrence of an energy scenario of a greater transition towards electrification of consumption, which would result in a long-term decline in the use of gas (natural gas, biomethane and hydrogen), is sensitive to uncertainty related to multiple demand and supply factors in the energy market, including: the timing of reaching grid parity between conventional sources and renewable energy; the development pathway of renewable gas production, particularly with reference to the potential volumes of biomethane and hydrogen, as well as their end uses; the incentive schemes for renewable fuels; the timing of infrastructure adaptation to renewable penetration scenarios and electrification of consumption, and the development and dissemination of technological solutions available for civil use. The effect of energy efficiency actions and the adoption of good consumption practices may not be sufficient to "respect" the drop in gas volumes forecast by these scenarios, and electrification would lead, in the long term, to an increase in the use of systems powered by electricity, rather than by natural gas / renewable gas. In this worst-case scenario, the long-term impact for the Group would be a decrease in the net activations of re- delivery points in the residential sector. The ultimate consequence would be a negative impact on the Group’s revenues, given the current regulatory mechanism which, in Italy, provides for a component of revenues that is parametric and dependent on the number of PdRs managed.
Physical scenarios
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Although the physical risks of climate change were not assessed as material, some elements relating to the physical scenarios considered in the risk assessment are set out below. The scenarios considered are the Representative Concentration Pathways (RCPs) 8.5 and 4.5 of the Intergovernmental Panel on Climate Change, both quantitative in nature, based on climate physics and defined according to the concentration of greenhouse gases in the atmosphere. The first scenario selected by Italgas is RCP 8.5, which represents the worst-case IPCC scenario, characterised by extreme and potentially irreversible consequences for meteorological and climatic variables in the absence of emission reduction actions. In this context, the growth of emissions at current rates would lead to high levels of greenhouse gas concentrations, undermining efforts to combat global warming. Under this scenario, atmospheric CO 2 concentrations are assumed to triple or quadruple by 2100 (840-1120 ppm) compared with pre-industrial levels (280 ppm). This is a high energy intensity scenario in which total consumption continues to grow over the course of the century, exceeding current levels by more than three times. Secondly, Italgas considered the RCP 4.5 scenario, which does not provide for further mitigation commitments by States beyond those already adopted, except for the implementation of certain initiatives such as the use of new technologies and strategies to reduce greenhouse gas emissions. In this context, moderate transition interventions and a significant deterioration in the planet’s physical parameters are expected. The RCP 4.5 scenario is defined as a “stabilisation” scenario, as it provides for CO 2 emissions to peak around the middle of the century and, by 2070, fall below current levels. By the end of the century, atmospheric concentrations will stabilise at around twice (520 ppm) pre-industrial levels. Overall, these scenarios provide for an increase in average temperatures ranging between 1.25° and 2.5°C in the period 2030-2050. This increase varies depending on the climate zones and involves changes in physical parameters, including in the areas where Italgas operates (Italy and Greece).
The main parameters and risks considered by Italgas in the assessment are as follows:
i. Increase in temperatures (KPIs used for the scenario analysis: average temperature and heating degree days). The increase in temperatures leads to a reduction in heating degree days in the Group’s areas of operation and, consequently, to an increase in the number of Municipalities classified in milder climate zones, with a consequent decrease in activations and increase in deactivations of re-delivery points. However, on the basis of the scenarios analysed in the literature, IPCC RCPs 8.5 and 4.5, no changes are expected in the short, medium or long term that would result in potentially significant negative effects for the Group.
ii. Increase in the frequency and intensity of extreme natural events (Indicator: days with extreme precipitation). Among the effects expected under the IPCC 8.5 and 4.5 scenarios is an increase in the frequency of extremely intense natural events. In the areas where Italgas operates and in relation to the specific nature of the business, the natural events that in the past have caused damage to assets and/or additional costs have had an overall limited impact and have mainly been attributable to landslides, floods and tidal waves.
The results of the scenario and resilience analysis represented fundamental elements for the preparation of the Group’s Strategic Plan. In particular, these analyses supported the forecasting of investments in infrastructure upgrades and innovation, including the repurposing and digitisation of gas networks, to facilitate the transition to green gases and reduce greenhouse gas emissions. The approach adopted enables the Group to position itself effectively along the transition path towards a low-carbon economy, capturing emerging
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opportunities while at the same time managing the risks associated with climate change and the evolution of the regulatory context 69 . The impact significance analysis conducted by Italgas in 2024 and updated in 2025 identified the following positive and negative impacts related to climate change:
• Contribution to climate change : the extraction and processing of raw materials (e.g. steel) and of the components used by the Group, as well as the construction of infrastructure and devices, result in greenhouse gas emissions linked to the use of fossil fuels in the processes involved. The operational activities of the Italgas Group also generate greenhouse gas emissions, contributing negatively to climate change. In particular, fugitive methane emissions may occur in the operation and maintenance of the network. Finally, the emissions associated with the disposal phase of network assets (meters, smart meters, pipelines and components) derive from transport to treatment centres and from the operations of separation, recovery and disposal of materials.
• Benefits deriving from network digitisation and energy efficiency upgrades by ESCo : the Group is committed to repurposing and digitising its distribution networks to enable the future transmission of green gases such as biomethane, hydrogen and synthetic gases. In addition, through the ESCo Geoside, the Group offers energy efficiency services to reduce energy consumption and related third- party emissions, actively contributing to the fight against climate change. For 2025, the emissions avoided by the ESCo through EPC activities for industrial clients, public administration and residential clients amount to 13.0 × 10 3 tonnes of CO 2 .
The identification of impacts is based on specific analyses conducted by the Group on the climate impact of its assets and business activities. With regard to the direct and indirect contribution to climate change, qualitative and quantitative information derived from the Group’s Scope 1, Scope 2 and Scope 3 emissions inventory was used, supplemented by the screening of positive contributions and activities carried out to mitigate climate change. For a more detailed description of the impact assessment methodology, refer to DR ESRS 2 IRO-1. Risk considerations include the entire gas infrastructure, both upstream and downstream of the Group’s activities. Regarding the physical risks and opportunities related to climate change, the analysis was based on the RCP 1.9, 4.5, and 8.5 climate scenarios. The physical parameters considered by the model are heating degree days and days with heavy precipitation.
Policies related to climate change mitigation and adaptation (E1-2, MDR-P)
For optimal management of the impacts, risks and opportunities related to climate change, the Group has adopted a Climate Change Policy 70 that outlines the Group's strategic response and is in line with the goal of the Paris Agreement. The Policy is structured on two pillars: mitigation and adaptation. Regarding climate change mitigation, it includes the Group's commitments to reducing fugitive emissions along the network and digitising the same network to accommodate green gases such as biomethane, hydrogen, and synthetic gases, improving energy efficiency, and sourcing energy from renewable sources. Adaptation initiatives relate to
69 It is specified that, regarding the economic-financial balance sheet data reported in the appropriate sections of the document, there are no considerations related to climate scenarios.
70 For further information see paragraph “Italgas Group Policies”
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infrastructure optimisation, the use of predictive analytics and collaboration with local authorities to improve infrastructure resilience 71 .
Actions and resources in relation to climate change policies (E1-3, MDR-A)
In detail, the actions implemented by the Group to actively contribute to climate change mitigation, reducing Scope 1 and 2 emissions related to the gas distribution sector and the water service by 2030 and 2050, are divided into the following decarbonisation levers.
Gas Distribution

Decarbonisation levers | Actions | Reference scopes | GHG reduction: -10 3 tCO 2 eq - % contribution of leverage reduction compared to the 2020 baseline (727.6 10 3 tCO 2 eq)
2025 72 | 2030 (Expected) | 2050 (Expected)
Reduction of fugitive methane emissions (CapEx: 5.2 bln€ OpEx: 0.2 bln€) | • Leak detection and repair: implementation of tools for leak detection that enable their reduction and improve operational safety. • Network digitisation: real-time monitoring systems that enable green gases distribution and timely leak detection and repair. • AI-based predictive maintenance: algorithms that enable interventions for network regulation, reducing interruptions. | Scope 1 & Scope 2 market-based | -520.2 (-71.5%) | -413.5 (-56.8%) | -517.7 (-71.1%)
Energy efficiency and green electricity (CapEx: 1.3 bln€ OpEx: 0.6 bln€) | • Digitisation for remote monitoring: platforms that optimise network pressure and flow and allow the monitoring of plant operating parameters, reducing energy consumption • Building refurbishments that also involve the installation of monitoring and control systems • Purchase of certified renewable electricity through Guarantees of Origin | -18.0 (-2.5%) | -100.3 (-13.8%)
Contextual changes (CapEx: 1.9 bln€) | • Integration of green gases into the network, reducing the climate impact of losses and preheating consumption • Replacement of pipelines that are hydrogen-ready • Trend in volumes of gas distributed | Scope 1 | - (-) | -5.2 (-0.7%) | -30.2 (-4.1%)
Use of fuels from renewable sources | • Decarbonisation of the fleet through the use of vehicles powered by hydrogen and biofuels • Decarbonisation of civil and industrial consumption: use of Guarantees of Origin linked to the adoption of renewable gases as fuels or the application of technologies for the partial electrification of consumption | Scope 1 | - (-) | -0.1 (-) | -6.4 (-0.9%)
“Carbon removal” initiatives | Removal of CO 2 through permanent technological solutions | Scope 1 | - (-) | - (-) | -73.1 (-10.0%)

71 The Policy applies to all company activities, in every geographical area in which it operates, including relations with suppliers and partners, upstream and downstream in the value chain, to ensure sustainable management throughout the supply chain. Italgas actively involves its business partners, establishing specific guidelines and requirements to ensure that their practices are in line with the company's emission reduction targets.
72 The data presented include the contribution of the former 2i Rete Gas scope starting from 1 April 2025.
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-90%
-10%
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Water service

Decarbonisation levers | Actions | Reference scopes | GHG reduction 73 : -10 3 tCO 2 eq - % contribution of leverage reduction compared to the 2023 baseline (150.8 10 3 tCO 2 eq)
2025 | 2030 (Expected) | 2050 (Expected)
Energy efficiency and green electricity | • Energy efficiency improvements in plants such as aqueduct and treatment facilities | Scope 1 & Scope 2 market-based | 2.0 (1.3%) | -49.8 (-33%) | -135.7 (-90.0%)
• Digitisation for district metering and remote monitoring: intelligent platforms for the optimisation of the network’s operational and management parameters, with an impact on electricity consumption
• Purchase of certified renewable electricity through Guarantees of Origin • Building energy renovations: complete energy renovations of civil business assets integrating the use of innovative monitoring and control systems
Digitisation of the network and loss reduction | • Continuous monitoring of the network for smart maintenance activities and targeted infrastructure interventions
• Digitisation for district metering and remote monitoring: intelligent platforms for the optimisation of the network’s operational and management parameters, contributing to loss reduction
Use of fuels from renewable sources | • Fleet decarbonisation: shifting the fleet to hydrogen and biofuel powered vehicles, resulting in a reduction/zeroing of operational emissions
• Decarbonisation of civil and industrial consumption: use of guarantees of origin linked to the adoption of renewable gases (biomethane and hydrogen) as fuels

The transition plans prepared for gas and water are based on the Group Strategic Plan 2025-2031, which also includes the Company’s commitment in terms of CapEx and OpEx allocated to the investments and operating costs required to support the decarbonisation pathway, in line with the defined objectives.
The Plan provides for CapEx investments over the period 2025-2031 of approximately 15.7 billion euro in the gas distribution sector, with a focus on digital transformation and innovation, including amounts for the acquisition of additional networks from third parties. The following investments and operating costs relating to the decarbonisation levers are identified in the Plan: with regard to the decarbonisation lever “Reduction of fugitive methane emissions”, the total investment planned amounts to 5.2 billion euro, while the associated operating costs amount to 0.2 billion euro.
With regard to the lever “Energy efficiency and green electricity”, the total investment planned over the entire plan period amounts to 1.3 billion euro, compared with estimated operating costs of 0.6 billion euro. With regard to the lever “Contextual changes”, the total investment planned over the entire plan period amounts to 1.9 billion euro.
In the water sector, total investments of 386.5 million euro are planned in order to achieve the objectives associated with the identified decarbonisation levers. For the 2025 financial year, these CapEx and OpEx items are reported under “Intangible assets” and “Total costs and other expenses”.
73 Target covering all companies operating in the water service, including those not fully consolidated.
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Regarding the targets for reducing Scope 3 emissions – Supply Chain related to the gas distribution and water service businesses by 2030 and 2050, the relevant decarbonisation levers are presented below.

Decarbonisation lever | Actions | Reference scopes | GHG reduction 74 : -10 3 tCO 2 eq - % contribution of leverage reduction compared to the 2024 baseline (309.0 10 3 tCO 2 eq)
2025 75 | 2030 (Expected) | 2050 (Expected)
Involvement of suppliers | • Awareness-raising, engagement and training initiatives; inclusion of reward criteria in tenders for suppliers | Scope 3 – Supply chain | -45.9 (-14.8%) | -74.2 (-24.0%) | -278.1 (-90.0%)
Contextual changes | • Evolution of the context in line with the decarbonisation pathways of international and national industries

Targets related to climate change mitigation and adaptation (E1-4, MDR-T)
As indicated in DR E1-1, the climate targets cover the entire scope of the Group’s activities and form part of the broader transition plan developed by Italgas.
The Group has defined even more ambitious objectives through digitisation, the increasingly efficient management of its operational assets, the development of new initiatives and the contribution of Geoside 76 , also due to the variation in the scope of consolidation.
o New targets for 2030 (baseline 2020) have been defined for the gas distribution business 77 : -35% in net energy consumption and -55% in Scope 1 and Scope 2 (market-based) greenhouse gas emissions. The latter will be achieved through a mix of actions that includes energy efficiency improvements, early leak detection and repair, and the adoption of smart maintenance to reduce fugitive emissions.
o For Scope 3 – Supply Chain 78 emissions, a new reduction target has been defined across the entire scope of the Group (including the water sector): -24% by 2030 compared with the 2024 baseline, to be achieved mainly through the intensification of actions and engagement with the Group’s suppliers.
o For all companies operating in the water 79 sector, the targets of a 33% reduction by 2030 (baseline 2023) in net energy consumption and in Scope 1 and 2 (market-based) greenhouse gas emissions remain unchanged. These are to be achieved through a coordinated set of actions ranging from
74 The data in the table refer to the scope of consolidation of the financial data as at 31 December 2025.
75 The data presented include the contribution of the former 2i Rete Gas scope starting from 1 April 2025.
76 All the reduction targets for Scope 1 and Scope 2 market-based emissions and Scope 3 – Supply Chain are aligned with the “1.5°C scenario”. The baselines related to the gas distribution business objectives have also been updated following the integration of 2i Rete Gas, using information publicly available in the company’s consolidated sustainability reports.
77 Selected as the target year as it is the first year of the full implementation of CRDS Picarro technology, a state-of-the-art system for the high-precision detection and quantification of fugitive emissions (the most significant source of emissions in the Italgas Group's carbon inventory).
78 The previous target of a 33% reduction in Scope 3 – Supply Chain emissions by 2030 (baseline 2020) had already been achieved in 2024.
79 The data reported in the table refer to the scope relating to the water business and therefore to the companies Acqua Campania, Nepta (Caserta), Acqualatina and Siciliacque.
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digitisation and the automation of networks and plants to loss reduction and continuous network monitoring for smart maintenance activities and targeted infrastructure interventions.
Finally, the Group aims to achieve “Net Zero Carbon” by 2050 for Scope 1, Scope 2 (market-based) and Scope 3 – Supply Chain emissions, through the progressive distribution of green gases and the launch of carbon removal initiatives starting from 2030.

Category and units | Target scope | Base year | Base year value | 2030 | 2050 | % progress (where applicable, including the contribution of 2i Rete Gas, consolidated for 9 months in 2025 ) 80 | Type of target | Average annual percentage reduction of emissions
Mkt-based Scope 1 & 2 [10 3 tCO 2 eq] 81 | Gas distribution business | 2020 | 727.6 | -55% | -90% | -71.5% | Absolute | 14.3%
2024 | 440.0 | -26% | -90% | -52.9% | Absolute | 52.9%
Net energy consumption [TJ] 82 | 2020 | 925.7 | -35% | - | -42.8% | Absolute | 8.6%
2024 | 676.2 | -11% | - | -21.8% | Absolute | 21.8%
Mkt-based Scope 1 & 2 [10 3 tCO 2 eq] | Water service 83 | 2023 | 150.8 | -33% | - | +1.3% | Absolute | -0.6%
Net energy consumption [TJ] 84 | 2023 | 1139.4 | -33% | - | +10.6% | Absolute | -5.3
Scope 3 - Supply chain [10 3 tCO 2 eq] 85 | Water service and gas distribution business | 2024 | 309.0 | -24% | -90% | -14.8% | Absolute | 14.8%

The targets were developed internally within the Italgas Group and no external stakeholders were directly involved in the validation process. As indicated in DR E1-1, the Group obtained confirmation of the alignment of its targets with the 1.5°C scenarios 86 . These targets are aligned with the achievement of the general objectives set out in the Climate Change Policy.
Energy consumption and mix (E1-5)
The energy source used the most in the Group's activities is natural gas, in both civil and industrial uses, and for vehicles. The Group data presented include the contribution of Acqua Campania from 30 January 2024 and of 2i Rete Gas from 1 April 2025.
80 If the contribution of the 2i Rete Gas assets for the first three months of 2025 are also considered (data outside the Group’s consolidation scope), estimated through pro-rata adjustment, the percentages of progress towards the targets would be as follows: for net energy consumption, -37% (baseline 2020) and - 13% (baseline 2024), and for Scope 1 and 2 (market-based) emissions, -67% (baseline 2020) and -46% (baseline 2024).
81 Base-year values recalculated based on data published by Italgas and 2i Rete Gas following the update of methane GWP.
82 This refers to total energy consumption, from which any self-produced electricity consumption is subtracted.
83 The data reported in the table refer to the scope relating to the water business and therefore to the companies Acqua Campania, Nepta (Caserta), Acqualatina and Siciliacque.
84 This refers to total energy consumption, from which any self-produced electricity consumption is subtracted.
85 Base-year value calculated on the basis of a methodology different from that used for the Integrated Annual Report. See Section “Gross GHG emissions of Scope 1, 2, 3 and total GHG emissions (E1-6)” for methodological details.
86 See section “Transition plan for climate change mitigation and Integration of sustainability-related performance in incentive schemes (E1-1, ESRS 2 GOV- 3)” for further details.
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| Total scope
2024 (MWh) | 2025 (MWh) | % Change | 2024 (TJ) | 2025 (TJ)
Total energy consumption 87 | 219,207 | 284,673 | 29.9% | 789.2 | 1,024.8
Total energy consumption from fossil fuels | 203,373 | 253,459 | 26.5% | 732.2 | 912.5
Fuel consumption from crude oil and petroleum products | 12,361 | 28,194 | 128.1% | 44.5 | 101.5
Fuel consumption from natural gas | 81,381 | 95,933 | 17.9% | 293.0 | 345.4
Consumption of electricity, heat, steam and cooling purchased or acquired from fossil sources | 109,631 | 129,332 | 21.5% | 394.7 | 465.6
Percentage of fossil sources in total energy consumption | 93% | 89% | - 3 p.p. | 93% | 89%
Total energy consumption from nuclear sources 88 | 0 | 3,854 | - | 0 | 13.8
Total renewable energy consumption | 15,834 | 27,360 | 72.8% | 57.0 | 98.5
Consumption of electricity, heat, steam and cooling purchased or acquired from renewable sources | 15,695 | 26,971 | 71.8% | 56.5 | 97.1
Consumption of self-generated non-combustible renewable energy | 139 | 389 | 180.0% | 0.5 | 1.4
Share of renewables in total energy consumption | 7% | 10% | + 3 p.p. | 7% | 10%

The 29.9% increase compared with 2024 (+235.6 TJ) derives from the consolidation of the consumption of the new assets of the former 2i Rete Gas scope starting from 1 April 2025 (+174.0 TJ), alongside a reduction in consumption in the gas distribution business on a like-for-like basis (-21.7 TJ) and, with regard to the water service business, an increase in absolute consumption (+83.3 TJ), deriving from a 6.6% increase in demand for the water resource and from a longer consolidation period for the consumption of Acqua Campania in 2025 (12 months compared with 11 in 2024). The additional demand for water supply from the Campania Region to Acqua Campania (acting as substitute aqueduct operator) derives from the drought conditions that occurred during 2025. As indicated above, for the same 2024 scope and for the gas distribution business only, the 2025 figure shows an improvement compared with the previous year, from 378.2 to 356.4 TJ (-5.8%).

| Like for like – Gas distribution 89
2024 (TJ) | 2025 (TJ) | % Change
Total energy consumption | 378.2 | 356.4 | -5.8%
Total energy consumption from fossil fuels | 339.4 | 311.6 | -8.2%
Fuel consumption from crude oil and petroleum products | 42.3 | 56.4 | 33.3%

87 Total energy consumption would amount to 1,058.3 TJ (293,972 MWh) if the consumption of plants equipped with turbo-expanders were taken into account and the electricity output were excluded.
88 Value not available in 2024, as it is included in the category “Consumption of electricity, heat, steam and cooling purchased or acquired from fossil sources”.
89 Gas distribution business, excluding the former 2i Rete Gas scope.
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Fuel consumption from natural gas | 292.8 | 250.6 | -14.4%
Consumption of electricity, heat, steam and cooling purchased or acquired from fossil sources | 4.3 | 4.6 | 7.0%
Percentage of fossil sources in total energy consumption | 90% | 87% | -3 p.p.
Total energy consumption from nuclear sources | 0 | 0 | -
Total renewable energy consumption | 38.8 | 44.8 | 15.5%
Consumption of electricity, heat, steam and cooling purchased or acquired from renewable sources | 38.3 | 43.4 | 13.3%
Consumption of self-generated non-combustible renewable energy | 0.5 | 1.4 | 180.0%
Share of renewables in total energy consumption | 10% | 13% | +3 p.p.

In terms of energy consumption from fuels, industrial fuel consumption decreased due to further efficiency improvements in the Group’s plant infrastructure, through the replacement of natural gas preheating boilers, the installation of optimisation systems for gas preheating sections and the digitisation of monitoring and regulation processes. Fuel and electricity consumption for civil use also decreased compared with 2024, as a result of the ongoing process of optimisation, innovation and “smart” management of the real estate assets. Finally, fuel energy consumption for transport also decreased, mainly due to the optimisation of the vehicle fleet and the digitisation of business processes (online quotations and the full adoption of Work-on-Site for site monitoring, as well as the use of DANA), which overall result in a significant reduction in field visits by operational staff.

Energy intensity | 2025
Energy consumption | Net revenues from activities in high climate impact sectors 90 | Energy intensity
Unit of measurement | MWh | € million | MWh/€ million
Total energy consumption from activities in high climate impact sectors (MWh) / Net revenues from activities in high climate impact sectors (gas distribution and water service activities – million euro) | 284,673 | 3,498.8 | 81.4

Gross Scopes 1, 2, 3 and Total GHG 91 emissions (E1-6)
The data and information of section E1-6 and related to the Group's GHG emissions refer to the performance of the Italgas Group in the year ended 31 December 2025.
90 The denominator “Net revenues from activities in high climate impact sectors” is calculated as Total Revenues and other income (note 27 of the Consolidated Financial Statements) excluding the total value of Total revenues and other revenues and income from third parties in the energy efficiency sector (note 34 “Information by operating segment” of the Consolidated Financial Statement) as the company Geoside, due to the type of services provided, does not fall under the classification of high climate impact sectors as defined by the ESRS standards. Energy intensity 2024 value is 87.9.
91 Greenhouse Gas, hereafter GHG. All GHG emissions are reported in line with the GHG Protocol. For the calculation of Scope 1 and 2 emissions, the latest available factors from ISPRA (for Italy, and for the sake of consistency also for Greece, given the greater similarity in gas supply characteristics) and AIB sources were used. The greenhouse gases considered are carbon dioxide (CO 2 ) and methane (CH 4 ), while others have been excluded as they are not relevant. For Scope 3 emissions, GHG categories 1, 2, 4, 5, and 8, the application of specific emission factors for Italy and Greece from the CEDA database for the spend-based methodology is planned.
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The Group data include the contribution of Acqua Campania from 30 January 2024 and of 2i Rete Gas from 1 April 2025.

GHG emissions (tCO 2 eq) | Total scope
2024 | 2025 | % Change
Gross GHG Scope 1 emissions | 118,770 | 207,120 92 | 74.4%
Percentage of GHG Scope 1 emissions covered by regulated emissions trading schemes – ETS (%) | 0% | 0% | -
GHG Scope 2 emissions
Gross GHG location-based Scope 2 (tCO 2 eq) emissions | 33,234 | 38,434 | 15.6%
Gross GHG market-based Scope 2 (tCO 2 eq) emissions | 54,850 | 58,663 | 7.0%
GHG market-based Scope 1 + Scope 2 emissions (tCO 2 eq) | 173,620 | 265,783 | 53.1%
Material Scope 3 GHG Emissions 93
Total gross indirect GHG emissions (Scope 3) (tCO 2 eq) | 103,926 | 285,057 | -
1. Goods and services purchased | 39,394 | 93,128 | -
2. Capital goods | 41,451 | 158,560 | -
3. Fuel and energy-related activities (not included in Scope 1 or 2) | 15,546 | 20,120 | 29.4%
4. Upstream transport and distribution | 639 | 5,500 | -
5. Waste generated during processing | 2,369 | 2,811 | -
6. Business trips | 2,007 | 1,793 | -10.7%
8. Lease assets upstream | 2,520 | 3,145 | -
Total GHG emissions (location-based) (tCO 2 eq) | 255,930 | 530,611 | -
Total GHG emissions (market-based) (tCO 2 eq) | 277,546 | 550,840 | -

The 53.1% increase (equal to 92.2 × 10 3 tCO 2 eq) in Scope 1 and Scope 2 market-based emissions compared with 2024 derives from the consolidation of emissions from the new assets of the former 2i Rete Gas scope starting from 1 April 2025 (+92.8 × 10 3 tCO 2 eq), alongside a reduction in emissions in the gas distribution business on a like-for-like basis (-4.5 × 10 3 tCO 2 eq, i.e. from 119.2 to 114.7, corresponding to -3.8%) and, with regard to the water service business, an increase in emissions (+3.9 × 10 3 tCO 2 eq), deriving from increased water consumption due to drought conditions (see the previous paragraph) and from a longer consolidation period for Acqua Campania in 2025. The reduction in emissions in the gas distribution business on a like-for-
92 Of which 182,970 tCO 2 eq from fugitive methane emissions.
93 Scope 3 – Supply Chain emissions for 2024 were calculated using a different methodology and scope (see the 2024 Integrated Annual Report) and are therefore not comparable with the 2025 figure. According to the methodological update, for 2025 emissions from categories 1, 2, 4, 5 and 8, considered as Scope 3 – Supply Chain, are obtained through the application of emission factors specific to Italy and Greece from the CEDA database v.2025 (allocation to S1, S2 and S3; spend-based methodology) and from those obtained directly from suppliers (supplier-specific methodology for S1 and S2 emissions); in the latter case the S3 share from CEDA factors has been added. For emissions relating to network and plant construction activities, a 35% reduction of the CEDA emission factor (for the Scope 3 share only) was applied, given the significance of labour compared with total expenditure. Moreover, for 2024 these categories did not include Acqua Campania, as it was not possible to apply the same calculation methodology in the absence of alignment of the product categories with those of the Group and consequently the correlation with the specific CEDA emission factors. By applying the average CEDA emission factor for the Italy scope, the estimated value for Acqua Campania for 2024, as reported in the Integrated Annual Report, amounted to 9.6% of the Group’s Scope 3 – Supply Chain emissions. Finally, as in 2024, category 3 was calculated by applying DEFRA and IEA emission factors to the Group’s consumption, and category 6 was calculated using data from the travel services provider, applying DEFRA emission factors. The remaining GHG categories are not reported as they are not relevant.
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like basis (therefore considering the companies consolidated in 2024) is the result of the reduction in fugitive emissions (-2.9%, from 100.8 10 3 tCO 2 eq in 2024 to 97.9 in 2025), of emissions related to energy consumption from fossil fuels for industrial, civil and fleet use (-8.4%, from 17.8 to 16.3), and of those related to electricity (- 17.8%, from 0.57 to 0.47). The process performance indicator, namely the ratio of gas dispersed to kilometres of network investigated, decreased from 42.7 Sm3/km to 34.6 Sm3/km, with kilometres of network investigated increasing by 20.1% (153,583 km in 2025 compared with 127,903 in 2024). Lastly, the entity-specific KPI “gas leakage rate”, which represents the ratio between fugitive emissions of natural gas and the volumes of gas distributed, improved by 0.018 percentage points, from 0.069% to 0.051% (on a like-for-like basis), as a result of the use and adoption of advanced leak detection solutions 94 . The reduction in fugitive emissions is the result of the Company’s continuous commitment to refining the processes and algorithms used for monitoring and quantifying emissions, in line with the new EU Methane Regulation. For the fifth consecutive year, Italgas maintained the prestigious “Gold Standard” status under OGMP 2.0. This recognition, awarded by the International Methane Emissions Observatory (IMEO) of the United Nations Environment Programme (UNEP), recognises the attainment of the highest reporting level (Level 5) and highlights the Company’s concrete commitment to sustainability and decarbonisation.
Below is the emission intensity value calculated as the ratio between “total GHG Scope 1, 2 and 3 emissions from activities in high climate impact sectors” and “Net revenues from activities in high climate impact sectors”.

Emission intensity | 2025
GHG emissions | Net revenues from activities in high climate impact sectors 95 | Emission intensity
Unit of measurement | tCO2eq | € million | tCO2eq/€ million
Total GHG Scope 1, 2 and 3 emissions from activities in high climate impact sectors (tCO 2eq ) / Net revenues from activities in high climate impact sectors (million euro) | 550,840 | 3,498.8 | 157.4

For operationally controlled companies Siciliacque and Acqualatina, finally, Scope 1 and 2 96 emissions data are presented.

GHG emissions | 2024 | 2025
Gross GHG Scope 1 (tCO 2 eq) emissions | 1,505 | 1,046
Gross GHG market-based Scope 2 (tCO 2 eq) emissions | 105,714 | 93,365
Gross GHG location-based Scope 2 (tCO 2 eq) emissions | 57,913 | 49,744

94 Already in 2018, Italgas introduced Picarro Surveyor, the most cutting-edge technology available in the field of network monitoring and gas leak detection based on CRDS (Cavity Ring-Down Spectroscopy) technology, that, compared to traditional technologies, offers significant advantages in terms of speed of action, sensitivity of detection and size of the areas that can be inspected.
95 The denominator “Net revenues from activities in high climate impact sectors” is calculated as Total Revenues and other income (note 27 of the Consolidated Financial Statements) excluding the total value of Total revenues and other revenues and income from third parties in the energy efficiency sector (note 34 “Information by operating segment” of the Consolidated Financial Statement) as the company Geoside, due to the type of services provided, does not fall under the classification of high climate impact sectors as defined by the ESRS standards. Emission intensity 2024 value is 111.3.
96 The data refers to 100% of the Scope 1 and 2 emissions of the Companies.
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GHG removals and GHG mitigation projects financed through carbon credits (E1-7)
In 2025, the Italgas Group did not develop or contribute to climate change mitigation projects involving the removal or storage of GHG emissions, nor did it purchase carbon credits. However, Italgas is continuously researching innovative solutions and technologies for carbon storage. With a view to “Net Zero Carbon” target at 2050, the Group has expressed its willingness to implement carbon removal initiatives, including the purchase of carbon credits, for residual emissions (around 10% of the baseline value) from 2030 onwards.
Internal carbon pricing (E1-8)
Although none of Italgas' operations are subject to the EU ETS system, the Group has integrated an internal notional carbon price into its planning process, which quantifies potential risks from regulatory changes and other climate change impacts. This notional price applies to the entire Group and its activities, supporting low- carbon investments, stress-testing investments, identifying low-carbon investment opportunities and promoting energy efficiency. Carbon pricing helps to assign a value to expected CO 2 reductions and compare the economic value generated against the costs of the initiative. Its use influences decision-making and supports specific projects aligned with CO 2 reduction targets. The value of the carbon price used internally refers to carbon credit markets (including, for example, those for CORC credits, which had an indicative reference value of around 120 €/tCO 2 eq also in 2025) 97 .
ESRS E5 – Resource use and circular economy
Description of the processes to identify and assess material resource use and circular economy- related impacts, risks and opportunities (ESRS 2 IRO-1 ESRS E5)
The process of identifying impacts, risks and opportunities is part of the broader process of double materiality (ESRS 2 – IRO 1) as required by the CSRD.
Impacts related to waste production were identified at different stages of the value chain.
With reference to direct operations, waste management is mainly related to smart meters and the associated recovery and disposal of materials such as metals, plastics and WEEE (for details of the waste produced, see E5-5 38a). The analysis showed that upstream activities, such as the extraction and processing of materials used for steel and polyethylene pipelines, may potentially generate mining waste and hazardous waste such as solvents and chemical residues, requiring appropriate management to avoid environmental and health risks.
97 It is specified that, with regard to the economic-financial balance sheet data reported in the relevant sections of the document, there are no considerations related to the carbon price.
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Pipe laying and maintenance activities carried out by contractors produce waste, including excavated soil and solvents which, if not properly managed, could become a source of contamination.
The Group encourages the recovery of waste, not only directly but also from its contractors, in order to favour an increasingly circular and sustainable approach.
Two negative impacts have been identified in relation to the circular economy: the use of non-renewable resources along the value chain and the distribution of smart meters characterised by the use of non-renewable materials and limited circularity. To address these impacts, the Group continues to develop circular economy projects and has established a cross-functional working group dedicated to researching and implementing possible applications, initiating participatory initiatives, and scouting and collecting innovative ideas from partners and suppliers.
Within inbound resource flows, products and materials are monitored through the direct and indirect purchases of its contractors; with reference to outbound resources, in addition to waste management, Italgas considers the Nimbus smart meter, developed in line with ecodesign approaches aimed at reducing environmental impacts throughout the life cycle, to be its own product, as described in the following sections.
Policies related to resource use and circular economy (E5-1, MDR – P)
The Group's Policy on Health and Safety, Environment, Quality and Energy (HSEQE Policy) provides for the adoption of an integrated management system for quality, occupational health and safety, environment and energy, in compliance with the relevant regulations, the national collective labour agreement and the relevant international standards 98 .
The IROs relating to waste management and the circular economy are governed by this Policy, which also contains specific guidance on the waste hierarchy, the reduction in the use of virgin materials in its activities in favour of recycled and environmentally sustainable materials, the promotion of reuse and the efficient use of water resources.
Through this Policy, Italgas applies the fundamental principles referred to by the United Nations Global Compact and the Oil and Gas Methane Partnership 2.0 (OGMP 2.0), the flagship initiative for the oil and gas sector of the United Nations Environment Programme.
Actions and resources related to resource use (E5-2, MDR – A, MDR – M)
The correct management of waste and the related supply chains allows for maximum yield in terms of recycling and/or treatment. In a circular economy perspective, this means maximising the extension of the life cycle of products while at the same time minimising waste.
The scope of waste management activities includes all companies included in the scope of consolidation.
98 For further information see paragraph “Italgas Group Policies”
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The action plan and the monitoring of indicators relating to waste management, including the percentage of waste sent for recovery (defined as the quantity of waste recovered divided by the quantity of waste produced, both by the Group and by its contractors), are reported on a monthly basis and discussed during the Sustainability Business Reviews with the Group’s Chief Executive Officer and the Chief Executive Officers of the subsidiaries.
The future financial resources allocated for the management of the matter and the achievement of the objectives amount to approximately 5.7 million euro for the 2026-2031 period 99 . In 2025, more than 950 thousand euro were spent on dedicated personnel and to cover contracts for the disposal of waste produced by the Group.
These OpEx are indicated in Note 28 “Total costs and other expenses” of the Consolidated Financial Statements.
Targets related to resource use (E5-3, MDR – T)
The Group has defined targets for waste recovery, based on direct activities and the involvement of its suppliers, in line with the strategy outlined in the Sustainable Value Creation Plan.

TARGET | Target scope | Target | Target year | Progress (2024) | Progress (2025)
% | Absolute value (tonne) | % | Absolute value (tonne)
Waste recovery percentage 100 for the Italgas Group and its contractors | Group 101 | 96-99% | Annual target | 96.5 | 691,254.1 | 97.0 102 | 792,635.0

Data on waste produced by the Group and by its contractors are collected through dedicated management systems, also provided to the contractors themselves, or, where these are not available, through reporting based on traceability documents.
Actions and resources in relation to circular economy (E5-2, MDR – A, MDR-M)
The Nimbus project
A virtuous example of how the Group promotes the circular economy concerns the development of the Nimbus meter, launched at the end of 2023, field-tested in 2024 with the installation of 20,000 units (prototypes or pre- series) and whose series production began in September 2025. Designed to be compatible with hydrogen
99 The estimated amount for subsequent years is based on current conditions (operating prices) and the scope of consolidation as at 31 December 2025 and takes into account the personnel cost.
100 For the definition of "waste sent for recovery," reference should be made to what is stated in Directive 2008/98/EC.
101 The targets refer to the scope of the consolidated Group companies as at 31 December 2025 and its contractors.
102 Waste managed by the contractors of former 2i Rete Gas for the period April-June 2025 are excluded.
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blends (up to 23%) and to improve performance and ensure safety. Nimbus was developed in accordance with eco-design principles, through the use of recycled materials and the modular design of components, which facilitates repair and extends the product’s life.
The series version of the Nimbus meter is characterised by the use of recycled plastic materials equal to 60%.
In 2025, investments and costs were incurred relating to technical and product development activities, including the design, engineering and prototyping of innovative solutions, the purchase of laboratory equipment and the performance of tests on Nimbus carried out in collaboration with companies and universities. In relation to the expected technological developments for the meter, further development activities and associated investments are also planned in the years following 2025. To achieve more than 6 million Nimbus meters installed by 2031, as provided for in the Plan, investments and costs for the development and installation of the devices amounting to approximately 610 million euro are planned in the period 2026-2031.
Actions and resources in relation to circular economy (E5-2, MDR – A)
Other initiatives relating to the circular economy
In line with the four key principles of the circular economy: eco-efficiency, reuse, recovery, recyclability, the Group has set itself the goal of rethinking business processes and the materials used, either replacing them or integrating them with more sustainable alternatives. In collaboration with strategic suppliers, synergies and good practices have been developed, such as the “Green Site” project and the “Single Material” initiative, aimed at optimising the management of backfilling materials at sites, simplifying logistics and reducing costs and emissions. Further circular economy actions include the reuse of excavated earth and rocks, facilitated by specific environmental clauses in contracts, and the PPE digitisation project, which integrates the traceability of devices with a supply chain for the recovery and reuse of decommissioned materials.
Targets related to circular economy (E5-3, MDR – T)
For the promotion of the circular economy and the use of recycled materials, the Group has set a target for the adoption Nimbus.

TARGET | Target scope | Base year | Target | Target year | Progress (2024) | Progress (2025)

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TARGET | Target scope | Base year | Target | Target year | Progress (2024) | Progress (2025)
% | Absolute value | % | Absolute value
Over 6 million Nimbus smart meters installed, designed according to Design for Environment criteria, between now and 2030. | Group 103 | 2025 | 6 millions | 2030 | n.a. (the project started in 2025) | 0.8% | 49,399

The target is defined on the basis of the number of meters to be replaced due to product obsolescence and communication technologies (GPRS) and is of a voluntary nature.
Resource inflows (E5-4)
For 2025, resource inflows were analysed by analysing the main volumes of products (including packaging) and materials used for the Group's operations.
Data were collected from the management systems used for both direct material purchases and materials purchased by contractors for the execution of works, based on the procurement model among the various companies 104 . For these products, the weight was calculated and the materials were divided into categories (metals, plastics, electronic materials, other).
Total material inputs amount to 8,139 tonnes, consisting of metals (53%, mainly steel structures and pipelines, followed by aluminium structures), plastics (42%, mainly polyethylene pipes) and, to a residual extent, electronic materials (3%, batteries, printed circuit boards, displays) and other materials (2%, wood and packaging paper). In addition, 37 tonnes of recycled plastic 105 were used in the approximately 90,000 Nimbus meters delivered in 2025 (approximately 1% of the total weight of plastic purchased), a figure that confirms the positive trend (0.2% in 2024) and the Group’s intention to give increasing weight to the use of Second Life Plastic as a raw material for purchased products.
Resource outflows (E5-5)
Products and materials
The Nimbus smart meter constitutes the only product owned by the Group.
Its small size reduces the logistical impact, simplifying warehouse storage, transport and installation in the field. The useful life of Nimbus is estimated to be more than 50% longer than that of the meters currently installed by Italgas and it has been designed and developed with a target mean time to failure of 19 years, significantly higher than the useful life of 15 years defined by the applicable standards.
103 The target refers to the scope of the Group companies consolidated as of 31 December 2025.
104 The analysis considered 80% of the main categories of material representing approximately 91% of the value purchased during the reporting period.
105 Based on the product datasheet provided by the manufacturer.
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The modular design features an area dedicated to metrology and another dedicated mainly to communication functions, facilitating simpler and more sustainable management of product disposal operations.
Resource outflows ( E5-5)
Waste
In 2025, waste from the Group's activities amounted to 994.8 tonnes. Hazardous waste amounted to 11.3 tonnes and non-hazardous waste amounted to 983.5 tonnes (which accounts for 98.9% of the waste produced).
The total value of waste sent for recovery or disposal amounts to 1010.3 tonnes (the value exceeds the figure for total waste produced as it includes the 2024 stock managed during 2025), mainly composed of electronic meters, which are the subject of the massive replacement campaign. 984.8 tonnes 106 or 97.5% of the waste produced by the Group were managed for recovery and 25.5 tonnes for disposal.

| 2024 | 2025
Hazardous (tonne) | Non-hazardous (tonne) | Hazardous (tonne) | Non-hazardous (tonne)
Incineration | 0.0 | 0.0 | 0.0 | 0.0
Landfill disposal | 0.0 | 4.9 | 0.0 | 0.5
Other disposal activities | 6.3 | 1.4 | 0.7 | 24.3

Non-recycled waste | 2024 | 2025
% | Absolute value (tonne) | % | Absolute value (tonne)
1.6% | 12.6 | 2.5 | 25.5

The data reported are actual data (and not estimated) extracted on the basis of traceability documents. The main types of waste produced include decommissioned equipment, including meters (approximately 85% within the Italian scope), paper, iron and steel, and mixed metals. There is no radioactive waste. Waste disposal is the last option in the waste hierarchy; this activity is only necessary and mandatory when the waste characterisation shows no possibility of recovery (due to the nature of the waste).
Starting from 2024, Italgas signed a cooperation agreement with the WEEE Coordination Centre, the central body responsible for optimising the collection, withdrawal and management of WEEE at national level. The initiative enables Italgas to benefit from the WEEE collection service provided by the collective systems belonging to the WEEE Coordination Centre and to dispose of approximately 200,000 meters that are replaced on average each year, along with the recovery and recycling of the main components and materials. The agreement generates benefits across the entire value chain, ensures the traceability and proper treatment of waste flows and contributes to preventing their dispersion. Thanks to this initiative, in 2025 the consortium
106 Of which 10.1 tonnes are classified as hazardous waste and the remaining 974.7 tonnes as non-hazardous waste; all waste sent for recovery was managed through methods other than reuse and recycling (other recovery operations).
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collected 132,356 smart meters managed directly by the Group, corresponding to approximately 265 tonnes, and 208,870 smart meters (approximately 418 tonnes) managed by contractor companies.
Water losses
Policies adopted to manage material sustainability matters (MDR-P)
Through its water service management policy, the company has reaffirmed its commitment to integrating the challenges and opportunities associated with water management into its business strategy, leveraging the skills it has developed for the innovation and digitisation of the gas distribution infrastructure.
The Group places key importance on the resilience of its water service infrastructures, to ensure the continuity and sustainability of its activities, including in response to climate change. The impacts, risks and opportunities associated with integrated water management are constantly analysed and monitored to address any threats that could compromise the integrity of the infrastructure and water quality.
The Group's commitment to the responsible management of water resources is supported by:
• investments aimed at upgrading, replacing and/or adapting deteriorated networks and water service systems, districtisation, continuous monitoring and proactive maintenance interventions in order to reduce water losses and potential failures, as well as to improve the quality of service;
• implementation of actions aimed at guaranteeing continuous improvement of the quality of the water distributed and purified with the aim of complying with and exceeding the quality standards set by current national legislation, to protect public health and the environment through a sampling and analysis plan, including continuous analysis;
• digitisation to enable the remote management of plants and the network, allowing not only the improvement of the service offered, but also the collection of data in real time to prioritise future interventions.
Actions and resources in relation to material sustainability matters, Metrics in relation to material sustainability matters, Tracking effectiveness of policies and actions through targets (MDR-A, MDR- M, MDR-T)
The Italgas Group operates in the water sector through Nepta SpA. In particular, the reporting boundary includes the management of 5 municipalities in the province of Caserta serving over 29,000 end users and Acqua Campania 107 which, through the Western Campania Aqueduct, indirectly serves around 3 million inhabitants. The two companies operate respectively as distributor and wholesaler in the water service.
Within the timeframe of the 2025-2031 Strategic Plan, the Group has planned specific actions to improve operational efficiency and achieve the company targets for reducing water losses.
107 Company acquired as of 30 January 2024.
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In particular, for the companies included in the report, the following interventions are envisaged:
• the massive replacement of pipes and connections, to modernise the network and improve its resilience;
• the digitisation and automation of 100% of the network and systems, essential for optimising management and collecting data in real time, including through the installation of smart meters for measurement and billing processes;
• the implementation of remote control for all signals coming from the instruments in the field, which will be connected to an advanced control system for remote process management;
• the creation of a centralised control room, equipped with advanced technologies such as leak detection using artificial intelligence, smart maintenance and data analysis, to improve monitoring and reduce inefficiencies.
The actions completed by Nepta during 2025 are as follows:
• the installation of hydraulic valves for the optimal management of pressure in the network, supported by the presence of sensors that can be monitored remotely and continuously;
• the large-scale replacement of the customer meter fleet with latest-generation smart meters, reaching 85% of active users;
• the launch of leak detection projects using noise logger technology and efficiency improvements in the districts implemented, as well as the surveying and digitisation of the entire network under management.
In addition, for Acqua Campania, the installation of devices for the remote control of the flow rates supplied to wholesale customers was completed in 2025, as well as additional in-line flow meters to expand the districting of the managed water network.
To fulfil the commitment outlined in the Water Resource Management Policy, the Group has adopted challenging medium and long-term targets aimed at gradually reducing water losses along its network starting from 2023 (base year) in accordance with the 2025-2031 Strategic Plan. The targets are applicable to all water companies of the Italgas Group (including Siciliacque and Acqualatina) separated by distribution and transport 108 sectors.
In particular, for the sole Companies within the reporting scope of the Consolidated Sustainability Report, in line with the above Group targets, a reduction in water losses (M1b) 109 is expected from 2.9% in 2023 to 2.0% in 2027 for Acqua Campania and from 62% in 2023 to 29% in 2031 for Nepta.
108 For the water sector, the Group has set specific targets to reduce water losses to 6% in transportation and 30% in distribution by 2030 compared to the baseline 2023. Baseline 2023 for transportation (Siciliacque): 16.5%, for distribution (Acqualatina and Nepta): 73.7% (aggregated through the weighted average of losses). The targets were developed internally within the Italgas Group and no external stakeholders were involved in the validation process.
109 In accordance with ARERA regulations, water losses are measured using the M1b indicator (%), defined as the ratio between the volume of total water losses and the total volume entering the aqueduct system in the year in question. The billed volumes, used for calculating total water losses, are partially subject to estimation as required by ARERA.
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The 2025 performance records water losses of 2.6% for Acqua Campania, in line with the data for the previous year, and 61.5% for Nepta (60.4% in 2024).
The Strategic Plan for Acqua Campania foresees around 8.2 million euros in the period between 2025 and 2027 and for Nepta around 45.6 million euro in the period between 2025 and 2031. In particular, for 2025 investments strictly dedicated to the reduction of water losses at Acqua Campania and to extraordinary maintenance amounted to 2.5 million euro; at Nepta approximately 2 million euro of CapEx were carried out for the reduction of losses on the network managed by the company. The CapEx aimed at reducing water losses are indicated in this document in Note 13 “Property, plant and equipment” and Note 14 “Intangible assets” of the Consolidated Financial Statements.
7.3 Social information
S1 – Own workforce
Interests and views of stakeholders (ESRS 2 SBM-2)
The Italgas Group places the utmost importance on the interests, rights and opinions of its workforce, considering them fundamental elements in the development of company strategy and business model. This commitment is realised with the formalisation and updating of internal policies and the Code of Ethics, in line with the OECD (Organisation for Economic Cooperation and Development Convention) guidelines and with the aim of promoting respect for and protection of human rights. The company is committed to guaranteeing equal opportunities, ensuring conditions of health and safety at work and fostering an inclusive and respectful environment.
The Group regularly conducts climate surveys, involving the entire personnel to give employees a voice and encourage continuous improvement. The findings are shared both with Company leadership, to identify areas of excellence and opportunities for improvement, and with the entire personnel. This active listening approach allows for specific and targeted actions to be implemented to improve the well-being and satisfaction of employees, incorporating their opinions and needs into the Company's decision-making process.
The description of employees and non-employees involved is represented in the analysis of individual impacts (ESRS 2 - SBM 3).
Material impacts, risks and opportunities and their interaction with strategy and business model (ESRS 2 SBM-3)
Italgas acknowledges that the actual and potential impacts on its workers, reported below, are closely connected to its strategy and business model. Although the probability of episodes of non-compliance with human rights, diversity and equal opportunities is extremely low, the occurrence of isolated events that could compromise these principles cannot be completely ruled out.
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Negative Impacts
Failure to respect the human rights of its own workforce
The Group's direct activities could potentially expose its workforce to possible human rights violations related to practices that do not comply with international standards on working conditions and hours, occupational safety, adequate wages, freedom of association, collective bargaining and social dialogue, as well as forced and child labour.
Italgas, operating in Italy and Greece, operates in contexts that are highly regulated from a regulatory point of view with regard to the respect of the human rights of workers. As will be explained below, the workers are protected by national collective bargaining, which determines working conditions in terms of pay, working hours, holidays and leave, etc., by agreement between the company and the trade unions, and by supplementary measures aimed at promoting the welfare and development of the employee. Italgas has also implemented an internal compliance system that allows for the verification of compliance with current regulations as well as internal procedures.
Type of workers involved: all workers, including those working on a temporary basis or as collaborators. None of the activities carried out are exposed to the risk of forced or child labour in any of the geographical areas in which the Group operates. Even in the case of recruitment with a professional apprenticeship contract, the selection process requires the person to be of legal age.
Failure to respect diversity and equal opportunities in the workforce
The organisational and operational dynamics of the Group's direct activities could negatively affect diversity and equal opportunities in the workforce, limiting the inclusion of diverse profiles, the enhancement of individual skills and the full professional development of all workers. These impacts could result from the Group’s organisational structure and operational needs.
Types of workers involved: technical and operational roles, vulnerable workers such as people with disability/frail persons or people on long-term leave.
Failure to protect the health and safety of employees
Direct Group operations could involve risks for the health and safety of workers. The use of complex equipment and potentially dangerous machinery, if not adequately managed through protective devices, specific training and safety protocols, could expose employees to the risk of serious or life-threatening accidents. The impacts strictly related to the operational nature of the Group's business mainly concern risks associated with driving operational vehicles, risks associated with gas commissioning and use (fire and explosion), risks of working near excavations (falling into excavations), working in confined spaces or at height, and lifting operations.
Types of workers involved: specialised workers who carry out activities in the field.
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With regard to the inadequate health and safety protection of employees, the events that occurred in 2025 are mostly attributable to:
• carrying out activities that are considered by the Group to be “high risk” (e.g. vehicle handling, lifting operations, excavation work),
• events that took place while the employee was driving a company vehicle,
while a small number concern situations that occurred during the work process, therefore relating to individual episodes. All events were subjected to systemic analyses in order to identify the causes and define corrective actions that were promptly activated to avoid the recurrence of similar accidents.
Positive impacts
Contribution to employee welfare through the implementation of welfare initiatives and measures
The Group implements welfare measures aimed at the wellbeing of its employees, values work-life balance and promotes an inclusive and welcoming work environment.
Types of workers involved: all employees and their families.
In identifying the impacts on workers, the Group identifies the types of people who could be most impacted due to specific personal characteristics. In particular, people who are care-dependent, people with disabilities, parents or frail individuals, people belonging to ethnic and cultural minorities who may be more susceptible to significant impacts.
Increasing the professionalism and preparedness of employees through upskilling and reskilling
Training at Italgas is closely linked to the company strategy and contributes to the achievement of the its strategic objectives. Training is an essential tool for promoting the adoption and integration of innovative technologies, particularly those related to Artificial Intelligence, supporting the Company's digital transformation process. Employees are made aware of the importance of environmental and social sustainability, and the adoption of operating practices that reduce environmental impact is encouraged, thus strengthening the Group's commitment to a responsible and sustainable energy transition.
Training activities are pivotal in the integration of newly acquired companies, as they ensure a cultural and professional alignment with Italgas’ business model, based on efficiency, innovation and a results-oriented approach. This approach contributes to creating a safer, more inclusive and stimulating work environment, capable of attracting and retaining the best talent.
Types of workers involved: all employees.
There are no significant financial risks and/or opportunities for the Group arising from the impacts and dependencies in terms of its internal workforce.
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The Group's energy transition strategy may have potential negative impacts due to the possible inadequacy of the workforce's skills as a result of the evolution of the business model with the introduction of green gases and other new or different operational processes (for example, as a result of their digitisation). The Group is proactively managing these risks by developing reskilling and upskilling programmes to equip its workforce with the skills needed.
Policies related to own workforce (S1-1, MDR-P)
The Group oversees the material impacts, risks and opportunities relating to its own workforce through a structured system of corporate policies, including the Human Rights Policy, the Labour Rights and Employment Practices Policy, the Diversity, Gender Equality and Inclusion Policy, the HSEQE Policy (Health, Safety, Environment, Quality, Energy Efficiency) and the Code of Ethics (see DR G1-1 and G1-3).
The Group’s Policies are developed in accordance with the Ten Principles of the United Nations Global Compact and the UN Guiding Principles on Business and Human Rights and form part of the framework of the Universal Declaration of Human Rights, the ILO fundamental Conventions and the OECD Guidelines for Multinational Enterprises.
The Human Rights Policy promotes respect for fundamental rights, ensuring safe employment, fair working conditions, working hours compliant with regulations, adequate wages, health and safety, social dialogue, freedom of association, the existence of company committees and workers’ rights to information, consultation and participation, as well as collective bargaining and work-life balance. The Policy prohibits child labour, forced labour and human trafficking.
The Labour Rights and Employment Practices Policy strengthens oversight of employment conditions by regulating pay equity, working hours, health and safety, non-discrimination, freedom of association and the prevention of all forms of abuse or exploitation.
The Diversity, Gender Equality, Inclusion, Prevention of Discrimination and Protection of the Dignity of Group Personnel Policy , issued in coordination with the Steering Committee for UNI PDR 125/2022 Certification, promotes equal treatment and equal opportunities for all, gender equality and equal pay for work of equal value, diversity and inclusion. The Policy provides for positive actions in favour of vulnerable categories of workers, including people with disabilities, workers belonging to minorities, older workers, young people, people in situations of vulnerability and other groups potentially exposed to discrimination, while also supporting training and skills development and measures against violence and harassment in the workplace.
The HSEQE Policy ensures safe and healthy working environments through the prevention of accidents, the reduction of occupational risks, continuous training and the monitoring of health and safety performance.
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The implementation of the policies is supported by operational procedures, periodic audits, self-assessments and anonymous reporting mechanisms that ensure remedial measures in the event of negative impacts on human rights and incidents of discrimination such as harassment, violence and mobbing.
Processes for engaging with own workforce and workers’ representatives about impacts (S1-2)
Involvement of workers and their representatives takes place through dialogue with trade unions and workers’ representatives as provided for in the Industrial Relations Protocol.
In 2025, the Italgas Group guaranteed structured involvement of the Trade Unions through various phases of the decision-making process, both in Italy and in Greece and during the acquisition and merger process with 2i Rete Gas. The type of involvement includes consultations, negotiations dialogue developed within joint company institutions (e.g. IPA - Joint Company Institution - for Remote Working and Training). Attendance was high, with 128 meetings in Italy (50 at national level and 78 at local level) and 7 in Greece, demonstrating a constant and broad-based commitment to the participation of workers' representatives.
A meeting between the General Secretariats of the Trade Unions and the CEO and the Head of People Innovation & Technology is scheduled once a year, according to the topics to be discussed.
The establishment of joint bodies and the setting up of the RSU Coordination Committee promotes continuous dialogue, allowing the Group to directly collect the concerns of employees and transform them into concrete actions. In 2025, the discussion was also cemented on issues relating to health and safety at work with the members of the RLS Coordination Committee.
The trade union agreements signed are not just formal instruments, but genuine drivers of change that allow Italgas to maintain a respectful and inclusive work environment that is attentive to the perspectives of its employees, while reinforcing social dialogue as a fundamental value of the Group.
Particular attention is also paid to the identification of any vulnerable groups. For example, caregivers (new parents or employees who assist elderly parents or family members with disabilities or children with special learning needs), people with health problems, protected categories, victims of gender-based violence, employees with a proven history of drug or alcohol addiction, and foreign workers who are not EU citizens.
Processes to remediate negative impacts and channels for own workforce to raise concerns (S1-3)
The Group adopts a responsible approach in the management of remedies for any significant negative impacts on its employees caused or contributed to by the Group. The remediation process includes impact assessment, dialogue with the affected workers, the definition of corrective actions and, where appropriate, the possible involvement of trade unions. These activities are aimed at ensuring that the measures adopted effectively respond to the needs of the affected workers.
The Group has implemented a Whistleblowing Procedure that allows its workers to directly raise concerns or needs related to alleged irregularities through the whistleblowing channel: for example, working conditions,
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discrimination, violation of human rights, safety. In the case of reports, appropriate corrective actions are taken, which may include management interventions or disciplinary measures against the employees involved. For a full explanation of the channel, please refer to DR G1-1.
Italgas promotes awareness about the whistleblowing channel by making mandatory online courses available to all Group employees on Whistleblowing regulations and how to confidentially report any illegal or unethical behaviour. In order to assess awareness of this tool, levels of participation in the courses are monitored. Italgas does not have a structured process to assess the level of trust of its own workers on these channels.
Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce (S1-4)
The Group adopts a wide range of initiatives aimed at effectively managing the main issues related to human rights, diversity, equal opportunities and health and safety. At the same time, it is committed to strengthening and promoting employees’ skills, as well as continuously improving its welfare policies. The effectiveness of the actions taken to mitigate negative impacts is monitored through the targets set for each impact.
Ensuring respect for human rights
The Group has developed a human rights due diligence process aimed at identifying, assessing and mitigating potential impacts and risks related to human rights within its activities and business relationships, applying operational procedures, audits, monitoring of targets and anonymous reporting channels. The effectiveness of the measures is verified periodically and integrated with employee awareness programmes.
The Group participates in international initiatives, such as the Business and Human Rights Accelerator of the UN Global Compact Network Italy, in order to learn more and exchange views with international associations, peers and non-governmental organisations on the best practices for managing risks related to human rights.
Encouragement of women to take up management roles and guarantee a working environment that offers equal opportunities, including equal pay
Italgas confirms its commitment to Diversity & Inclusion in order to improve the inclusion, promote equal opportunities, appreciate the value of diversity and promote the uniqueness of individuals in line with the objectives set out in the Sustainable Value Creation Plan. A change management programme was launched dedicated to Diversity & Inclusion through widespread awareness-raising initiatives, which in 2025 culminated in the identification of over 70 Diversity & Inclusion Ambassadors, key figures of change focusing on: Age & Culture, Disability, Gender and Sexual Orientation. The D&I ambassador programme was launched in Greece, involving people from different areas of the country and different roles.
Italgas successfully passed the verification of continued compliance with the UNI Pdr 125/2022 certification for two Group companies (Italgas S.p.A. and Geoside) and joined several organisations to promote an inclusive
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business model. In 2025, Italgas contributed to the creation of the association PARI – Insieme contro la violenza di genere (Together Against Gender-Based Violence) as a founding member. It promoted numerous training and awareness initiatives aimed at raising awareness among the corporate population of issues related to gender-based violence. To raise awareness of disability issues, Italgas organised e-learning training courses to provide the tools necessary to make corporate documents accessible. It also introduced a Total Reward system to increase awareness of its elements of remuneration. Italgas constantly monitors the effectiveness of its actions through the annual survey “Your voice counts” and other targeted surveys. Thanks to employee feedback, initiatives such as the Olympic Games, a day of sport and sharing, and Open Gest, an initiative aimed at all Italgas Reti employees, have been launched to transform the company strategy into day-to-day work.
Promoting the welfare of employees
Italgas provides a welfare programme with a wide range of services and initiatives to meet the diverse needs of the employee population, including support for family, income, health and physical wellbeing, leisure, and daily tasks, with a target of 90% employee participation by 2030. In 2025, the welfare plan confirmed the initiatives introduced in 2024 and was further enriched with the introduction of Euty, an app supporting parenting, financial education and public welfare benefits. It also maintained sporting events and the increase in the number of smart working days for parents with children up to 14 years of age.
Paternity leave is extended, allowing all new fathers to take an additional 5 days of paternity leave, in addition to the 10 currently required by law. Support is offered for income and leisure (micro-credit, agreements with banking institutions, etc.), for the family (day-care reimbursement, summer camps, study support), and for health and welfare (cancer prevention). In 2025, Italgas doubled the number of scholarships available to employees’ children attending secondary school and university, bringing the total to 50. Welfare Days and webinars are an important opportunity for all company population to share and learn more.
In a regulatory context that does not provide for specific provisions in this area, the Greek companies chose to act proactively through company-level bargaining, introducing policies aimed at improving work-life balance and safeguarding people’s wellbeing. This includes the introduction of smart working from 2024 and the activation of forms of health coverage.
Promoting health and safety of employees
The Italgas Group is committed to ensuring safe working conditions, aiming to maintain a combined accident index for employees and contractors of 110 less than 0.15.
This objective is pursued through dedicated training activities, awareness-raising meetings and opportunities to meet and discuss safety, promoting a corporate culture that is geared towards prevention and the protection
110 It is obtained from the product of the accident frequency index, expressed as the number of accidents occurring per million hours worked, and the accident severity index, expressed as the number of days of absence per thousand hours worked.
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of workers' health. In 2025, meetings were held between management and employees to examine organisational and operational aspects with a particular focus on safety issues.
The main safety indicators are analysed and shared with managements on a monthly basis as part of the Monthly Dashboard. In 2025, the project to monitor safety conditions on construction sites continued and improved with constant inspections throughout the year regarding HSE aspects, with particular attention being paid to high-risk activities that may result in accidents. More than 5,466 site inspections were carried out in Italy and 504 site inspections in Greece across the Group.
In the event of particularly significant accidents or near misses, the causes of the event and the main corrective actions to be implemented in order to avoid the event recurring in other Group companies are shared with the management and HSE bodies of their companies.
The action plan includes the continuation of the actions already undertaken with a particular focus on reducing the combined accident rate and increasing the reporting of unsafe actions and conditions by workers on the Safe4You app, available to all workers on the Company intranet.
Actions to remedy current negative material impacts
The Italgas Group implements various activities aimed at minimising accidents involving its employees, as illustrated in DR S1-4. In 2025, for the Italian scope, there was an increase in the number of accidents that occurred during the work activities of employees, regarding the Italian perimeter (see DR S1-14). All events were subjected to systemic analyses in order to define corrective actions that were promptly activated to avoid the recurrence of similar accidents.
The development of digital skills and the optimisation of resources
In 2025, Italgas further consolidated its skills development strategy through IGAcademy, continuing the upskilling and reskilling initiatives in a structured manner. A total of more than 300,000 hours of training were delivered, distributed across the three pillars of the IGAcademy model: “Excellence”, “People” and “Innovation”.
The training offer included technical courses on emergency situations, innovative technologies (such as Picarro, MadFlex and 3D Asset Mapping), gas distribution and emergency response; programmes developed in collaboration with the POLIMI Graduate School of Management on project management with certifications and open badges; content on commercial topics, complaint management, accounting and asset-related aspects, and sustainability together with the Sustainability Ambassadors. HSE and Compliance programmes continued, including initiatives on GDPR, whistleblowing and anti-corruption.
The WeSpeak programme delivered language training in English and Greek, while WeTrain involved more than one hundred internal trainers in workshops dedicated to facilitation techniques.
Digital platforms continued to transform learning into a “pull” model, encouraging autonomy and proactivity. Gamification initiatives such as FantAcademy increased engagement, while the availability of on ‑ demand content encouraged increasingly personalised and continuous access to training pathways. In 2025, new
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edutainment and hackathon programmes also became established – AI’m Ready , WeManageProjects and WeDesign – which accelerated the dissemination of skills in analytics, artificial intelligence, project management and design thinking, with hybrid, interactive formats oriented towards experimentation.
A central role was played by the IGTalks : Ten sessions open to the entire Group population dedicated to Innovation, Finance and Sustainability, which fostered a shared culture on emerging technologies, sector macrotrends and the energy transition.
2025 was also the year of integration with 2i Rete Gas, which involved an extraordinary investment in programmes dedicated to Operations: more than 60,000 hours of training for former 2i personnel (around 30 hours per person), of which more than 30,000 hours were delivered in person, and more than 20,000 hours of HSE training for 1,300 field operators. In addition, 140 new experts were deployed to provide operational support across the territory.
The integration was accompanied by the creation of a single digital Learning Hub , with more than 20,000 visits and more than 300 interactions with the two support chatbots developed using GenAI technologies. Thanks to artificial intelligence tools, more than 70 video tutorials and webinars were produced, for a total of around 20 hours, dedicated to the use of Italgas applications and processes. This approach made on-demand and accessible materials available and ensured they were continuously updated, strengthening just-in-time learning capabilities throughout the integration process.
Personal development and leadership programmes:
• WeBecome: Development Centre for evaluation and skills development;
• WeGrow: Pathway for Individual Contributors with potential on self-empowerment;
• WeLead: Programme for new managers on developing managerial skills;
• ElevaTeam: Pathways for teams on change management and empowerment;
• 2Gether and Italgas Way: Integration pathways for new Group companies;
• Coaching: For strengthening leadership figures;
• Inspire & Influence: For people managers, aimed at inspiration and involvement;
• Initiative & Decision-making: For people managers, aimed at training decision-making in complex contexts.
National and international collaborations with SDA Bocconi, IESE, Headspring, Knauss and Innovit continued to strengthen the offer on innovation, leadership and change management, with certified programmes and a global perspective. Italgas participates in initiatives promoted by the CDP network, including a Corporate MBA and several executive training programmes developed in collaboration with leading Italian and international Business Schools. All the actions described above contribute to achieving the training and development objectives of the Sustainable Value Creation Plan. Future financial resources allocated for the management of the issue and the achievement of the objectives refer to a total of approximately 266 million euro of CapEx and OpEx in the 2026-2031 reference period. In 2025, over 42 million euro were spent on activities related to safety of the employees, in operational activities and on construction sites, welfare initiatives, D&I, development and training and recruitment for Group personnel.
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These CapEx are indicated in this document in Note 13 “Property, plant and equipment” and Note 14 “Intangible assets” of the Consolidated Financial Statements; the OpEx, on the other hand, are indicated in Note 28 “Total costs and other expenses” of the Consolidated Financial Statements.
The People Department is responsible for identifying, monitoring and managing negative impacts, as well as promoting positive impacts.
The process of identifying actions includes risk assessment and analysis of legislative compliance regarding the management of employment relationships within the Group. In the case of potential negative impacts, Italgas uses internal audits, climate surveys and reporting channels to assess the likelihood and severity of the impacts, while for actual impacts, in-depth internal investigations are conducted to assess the implementation of actions towards employees and/or corrective measures.
The actions identified are selected based on their suitability in the specific context and their ability to resolve the impact effectively, ensuring compliance with Company standards and workers' rights.
For Group companies based in Italy and operating in the gas distribution sector, or which control or are controlled by a gas distribution company, the possible impact in terms of loss of market, or loss of concessions in one or more Minimum Territorial Areas (ATEMs) is managed by applying the employment protection mechanism provided for by sector regulations (DM 21/04/2011), allocating workers correctly in the various ATEMs. Similarly, for companies in the water sector, in the context of tenders concerning one or more Optimal Territorial Areas, the calls for tenders for the award of the concession include specific social safeguard clauses relating to staff and employment protection. More generally, in any case, where market contractions or losses occur, the instruments provided for by current national legislation shall apply.
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S1-5, MDR-T, MDR-M)
To apply the principles set out in the above-mentioned policies concerning the Group’s workers, Italgas has established specific targets in line with the strategy outlined in its Sustainable Value Creation Plan.

Category and units | Target scope 111 | Target | Target year | Progress (2024) | Progress (2025)
Combined accident index for employees and contractors (minimum annual target) 112 | Group | < 0.15 | Minimum annual target | 0.034 | 0.073
Use of welfare services | Group | > 90 % | 2030 | 81% | 84%
Average per capita training hours provided 113 | Group | 50 hours per employee per year | 2031 | 45 hours | 50 hours

111 The targets refer to the scope of the Group companies consolidated using the line-by-line method as of 31 December 2025, any exceptions are expressly stated in the document. .
112 Measured as the product of the frequency index (number of accidents per million hours worked) and severity index (number of days of absence per thousand hours worked) of accidents recorded at Group and contractors level during the year. For 2025, excluding the contribution from 2i Rete Gas for the months of April to June 2025..
113
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Women in positions of responsibility 114 | Group | 33.5% | 2031 | 28.8% | 27%
Gender Equity Pay Gap 115 | Italy | 3% | 2030 | 7.5% | 5.7%

The targets are aimed at the continuous improvement of the Group's performance and are not monitored with reference to a specific base year but with respect to the pre-established value to be achieved. Based on the results derived from monitoring the performance, any modifications or areas for improvement in the policies, initiatives, and services implemented by the company are assessed. In establishing the indicators of profitability, productivity and sustainability that form the basis of the performance bonus, the Italgas Group involves employees through their union representatives, discussing and sharing points for improvement and establishing evaluation criteria. Through the climate survey, the opinions and perceptions of employees are collected with respect to various areas, including the Group's performance and objectives, helping to identify areas of excellence and improvement.
Characteristics of the undertaking's employees (S1-6)
In 2025, the corporate population increased by 46% compared with 2024, mainly due to the acquisition of 2i Rete Gas and the subsequent integration of its personnel.

| Gender | Unit of measurement | Country | 2024 | 2025
No. of Employees | M | Headcount | Italy and Greece | 3,449 | 5,081
F | Headcount | Italy and Greece | 890 | 1,262
Other | headcount | Italy and Greece | 0 | 0
Not stated | headcount | Italy and Greece | 0 | 0
Total no. of employees (headcount) |  |  | 4,339 | 6,343
Employees in countries with more than 50 employees and who represent at least 10% of the total number of the Group's workforce. |  | headcount | Italy | 3,700 | 5,630
| headcount | Greece | 639 | 713

Type of contract | Gender | Unit of measurement | 2024 | 2025
Employees with permanent contracts | M | headcount | 3,296 | 4,975
F | headcount | 859 | 1,245
Other | headcount | 0 | 0
Not stated | headcount | 0 | 0
Employees on fixed-term contracts | M | headcount | 153 | 106
F | headcount | 31 | 17
Other | headcount | 0 | 0

114 Percentage of women holding the position of “head of business unit” as at 31 December 2025. Women in positions of responsibility are defined as female employees who hold formally assigned roles with functions of management, coordination or supervision of people, activities and processes.
115 Calculated as the change between the gross annual remuneration of women to men for comparable groups of employees according to organisational weight, referred to the Italian scope. Staff from 2i Rete Gas are excluded for 2025. This indicator is calculated differently from the "Gender Pay Gap," as shown in S1-16.
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Not stated | headcount | 0 | 0
Employees with a zero-hours contract | M | headcount | 0 | 0
F | headcount | 0 | 0
Other | headcount | 0 | 0
Not stated | headcount | 0 | 0
Full-time employees | M | headcount | 3,440 | 5,070
F | headcount | 855 | 1,164
Other | headcount | 0 | 0
Not stated | headcount | 0 | 0
Part-time employees | M | headcount | 9 | 11
F | headcount | 35 | 98
Other | headcount | 0 | 0
Not stated | headcount | 0 | 0

| 31.12.2024 | 31.12.2025
Employees leaving | M | F | Other | Not stated | M | F | Other | Not stated
Employees leaving (no.) | 273 | 55 | 0 | 0 | 294 | 64 | 0 | 0
voluntarily | 96 | 30 | 0 | 0 | 84 | 40 | 0 | 0
Turnover rate (%) | 7.92 | 6.18 | 0 | 0 | 5.79 | 5.07 | 0 | 0
Voluntary turnover rate 116 (%) (%) | 2.78 | 3.37 | 0 | 0 | 1.65 | 3.17 | 0 | 0

Type of contract | Country | Unit of measurement | 2024 | 2025
Employees with permanent contracts | Italy | headcount | 3,589 | 5,555
Greece | headcount | 566 | 665
Employees on fixed-term contracts | Italy | headcount | 111 | 75
Greece | headcount | 73 | 48
Employees with a zero-hours contract | Italy | headcount | 0 | 0
Greece | headcount | 0 | 0
Full-time employees | Italy | headcount | 3,656 | 5,521
Greece | headcount | 639 | 713
Part-time employees | Italy | headcount | 44 | 109
Greece | headcount | 0 | 0

Quantitative information on the Group's employees is expressed in terms of headcount and refers to Group employees as of 31 December 2025.
During 2025, a total of 261 people were hired from the market (166 in Italy and 95 in Greece).
It is noted that in note 28 of the Consolidated Financial Statements, relating to Total costs and other expenses, the most representative number of employees of the Italgas Group is indicated in the section "Average number of employees," in line with the requirements of datapoint S1-6.
Characteristics non-employees in the undertaking's own workforce (S1-7)
116 Indicates the percentage of employees who voluntarily left the company in relation to the total workforce, excluding retirements
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During 2025, the number of non-employee workers engaged by the Italgas Group decreased significantly, falling from 82 to 4. This mainly concerned agency workers in the Italian offices, while in Greece no service provision contracts remain active.
The above information on non-employee workers is expressed in terms of headcount and refers to the Group's non-employee workers as of 31 December 2025.
Collective bargaining coverage and social dialogue (S1-8)
In 2025, the Group continued its commitment to maintaining strong relations with the trade unions, aiming to implement the Industrial Relations Protocol.
Through trade union dialogue, important agreements were reached on several issues, including, following the merger of 2i Rete Gas S.p.A. into Italgas Reti S.p.A., the harmonisation of economic and regulatory conditions across the entire Italgas Group (Italy), recognising the contribution of both corporate entities involved in the transaction across all the Group’s companies.
The Italian Competition Authority (AGCM), in approving the acquisition of 2i Rete Gas, required the disposal of certain portions of methane gas distribution concessions; also in this case, dialogue between the parties led to the signing of a trade union agreement safeguarding the conditions of employees transferred to the new acquiring companies.
Discussions also continued on employment issues and on the reinternalisation of key activities such as the on-call emergency response service, following the profound territorial reorganisation resulting from the merger.
Trade union negotiations also focused on organisational matters, including the reorganisation at Group level of the Integrated Supervision Centre (CIS) and the Command and Control Centre for Digital Plants and Networks (CIRD), as well as the revision of the agreements relating to the Picarro leak detection service.
The Parties also collaborated to raise safety standards and safeguard corporate assets through a trade union agreement on video surveillance, in response to the EU Critical Entities Resilience (CER) Directive, aimed at protecting corporate assets and through the experimental installation of dash cams on board all company vehicles dedicated to the night-time leak detection service. In December, a further trade union procedure was carried out pursuant to Article 47 of Law no. 428/1990 for the creation of a real estate newco serving the Group.
The Parties also finalised the calculation of the 2024 performance bonus and defined the targets for 2025.

Non-employed workers | Unit of measurement | 2024 | 2025
Total number of non-employee workers in the workforce | headcount | 82 | 4
Total number of non-employee workers in the workforce – self-employed | headcount | 0 | 0
Total number of non-employee workers in the workforce – workers provided by Companies primarily engaged in recruitment, selection, and staff supply activities | headcount | 82 | 4

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The work of the Joint Training Institution also continued, with the sharing of Group training initiatives and the signing of agreements for financed training: the Parties also entered into an agreement to participate in the New Skills Fund call for proposals.
With reference to Greece, the Company entered into second-level company agreements relating both to aspects concerning workers’ safety and to bonuses and incentive schemes.

| Unit of measurement | Country | 2024 | 2025
No. Employees covered by collective labour agreements | headcount | Italy + Greece | 3,700 (Italy) 639 (Greece) to which the national collective agreement applies, of which only 560 also have coverage under the company collective agreement (permanent workers). | 5630 (Italy) 713 (Greece) to which the national collective agreement applies, of which 643 also have coverage under the company collective agreement (permanent workers).
Total no. of employees | headcount | Italy + Greece | 3,700 (Italy) 639 (Greece) | 5630 (Italy) 713 (Greece)
% of employees covered by collective labour agreements | % | Italy | 100% | 100%
% | Greece | 100% (87.64% of employees are also covered by a company collective agreement) | 100% (90.2% of employees are also covered by a company collective agreement)

Workplace representation | 2024 - Country | 2025 - Country
0-19% |  |
20-39% |  |
40-59% |  |
60-79% |  |
80-100% | ITALY and GREECE | ITALY and GREECE

At 31 December 2025, 100% of employees were covered by collective labour agreements 117 .
Specifically, 100% of employees in Italy are covered by both national and company collective labour agreements.
117 The percentages were calculated using the following formula: (Number of employees covered by collective agreements / Total number of Group employees) x 100.

Rate of non-employees covered by collective labour agreements | 2024 - Country | 2025 - Country
0-19% |  |
20-39% |  |
40-59% |  |
60-79% |  |
80-100% | ITALY + GREECE (covered by national collective agreements) | ITALY + GREECE (covered by national collective agreements)

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With reference to the employees of the Greek companies, 100% of them are covered by the national collective labour agreement, while only employees hired on a permanent basis are also covered by an additional collective agreement at company level providing more favourable conditions. The percentage of workers to whom this company contract applies in Greece is 90.2% (or 639 employees out of a total of 713).
With regard to the Group’s non-employee workers, their terms of recruitment and employment are defined in accordance with the staff recruitment agencies (which apply national collective agreements). Those who have entered into individual collaboration contracts with the companies of the Group are not included in the calculation of the percentage indicated above, as by definition they do not refer to any national collective labour agreement.
Regarding the percentage of the Group's employees in Italy who are guaranteed union representation, all employees are represented by the Unitary Trade Union Representations, accounting for 100%.
Specifically, the Industrial Relations Protocol defines the concept of a production unit not as a single plant (except for headquarters) but at least as the territory of the regional hub. Therefore, we can say that 100% of workers perform their duties in a production unit where union representation is present. With reference to Greece, the percentage of the Group’s employees who are guaranteed union representation is also 100%, as union representation is established at the company level, meaning that the production unit corresponds to the company itself.
There are no agreements between the Group's employees and trade union organisations at the European level (European Works Council, Societas Europaea Works Council, or Societas Cooperativa Europaea Works Council).
Diversity metrics (S1-9)
The Group is increasingly committed to creating a management system that is gender-balanced and promotes the inclusion and enhancement of diversity.
In 2025: in the Italy-Greece scope, female managers account for 27% and women in Top Management – understood here as level -1 and -2 reporting to the CEO – represent 34.3%. The table below shows the gender distribution of the Group's Top Management 118 and the age distribution of its employees.

| Unit of measurement | Gender | 2024 | 2025
Employees belonging to the Group's Top Management (no.) | headcount | Men | 76 | 88
headcount | Women | 40 | 46
headcount | Other | - | 0
headcount | Not stated | - | 0
Employees belonging to the Group's Top Management (%) | % | Men | 65.5% | 65.7%
% | Women | 34.5% | 34.3%
% | Other | - | 0
% | Not stated | - | 0
Total employees belonging to Top Management | headcount |  | 116 | 134

118 The definition of Top Management includes the levels -1 and -2 reporting to the Group’s Chief Executive Officer.
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| Unit of measurement | Age group | 2024 | 2025
Group employees (no.) | headcount | < 30 years | 499 | 528
headcount | 30-50 years | 1,749 | 2,707
headcount | > 50 years | 2,091 | 3,108

Adequate wages (S1-10)
The Group ensures that all employees receive fair compensation through the application of the economic and regulatory provisions established by collective bargaining agreements.
Italgas is committed to ensuring a remuneration policy in line with national and international best practices, which supports and promotes the development of the business and its people, and is consistent with the provisions of the Strategic Plan and the Sustainable Value Creation Plan and reflects the Group's values and culture. In particular, remuneration policies are evaluated taking into account the following elements:
• market benchmarks, with the support of independent and highly specialised advisors, using specific remuneration benchmarks updated at least annually, in order to ensure that all Group employees receive fair remuneration in line with the main market and governance practices;
• the leadership and performance model, which values the results achieved and the quality of the professional contribution according to the responsibilities assigned and the commitment required;
• the potential for personal development and professional and managerial skills.
The remuneration policy for the majority of employees is strongly meritocratic and defined in accordance with the principles of inclusion and plurality, equal opportunities, valorisation of people’s knowledge and professionalism, fairness, non-discrimination and integrity laid down in the Code of Ethics.
In order to guarantee pay fairness, including in terms of gender balance, Italgas refined the definition of gender pay gap and, with the support of the Appointments and Compensation Committee, developed a specific indicator aimed at reducing the Gender Equity Pay Gap, based on the principle of “equal pay for equal work”, not only to promote fairness and justice in the workplace, but also to contribute to better motivation and satisfaction of employees in order to reduce turnover while at the same time attracting talent and improving company performance.
Social protection (S1-11)
Regarding social protection coverage for illness, unemployment, parental leave, workplace accidents, disability and retirement, all employees of the Group are covered by the relevant national legislation.
All Group workers are guaranteed all social rights thanks to institutions linked to the state legal system (access to healthcare, maternity protection, pensions, etc.).
Persons with disabilities (S1-12)
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In 2025, people belonging to protected categories accounted for 4.9% of the Group’s corporate population 119 (compared with 4% in 2024), of whom 73% were men and 27% were women (in 2024, 74.1% were men and 25.9% were women).
Training and skills development metrics (S1-13)
Italgas is aware that the main challenges of the digital transformation of the gas distribution sector are people- related, for this reason, the Group has included a commitment in its 2025-2031 Sustainable Value Creation Plan to continue investing in training activities (upskilling and reskilling), strengthening training programmes capable of anticipating the skills of the future and supporting the technological evolution of the business.

| 2024 – Employees who participated in performance assessments
| Headcount | %
| M | F | Other | Not stated | M | F | Other | Not stated
Executives | 44 | 14 | 0 | 0 | 70% | 70% | 0 | 0
Managers | 283 | 117 | 0 | 0 | 91% | 89% | 0 | 0
Office Workers | 1,534 | 630 | 0 | 0 | 88% | 86% | 0 | 0
Field Workers | 1,078 | 5 | 0 | 0 | 81% | 100% | 0 | 0
Total | 2,939 | 766 | 0 | 0 | 85% | 86% | 0 | 0
Non-employees | 0 | 0 | 0 | 0 | 0% | 0% | 0 | 0
| 2025 – Employees who participated in performance assessments
| Headcount | % |  |  |  |  |  |
| M | F | Other | Not stated | M | F | Other | Not stated
Executives | 42 | 15 | 0 | 0 | 53% | 68% | 0 | 0
Managers | 281 | 115 | 0 | 0 | 71% | 78% | 0 | 0
Office Workers | 1,579 | 663 | 0 | 0 | 59% | 61% | 0 | 0
Field Workers | 1,214 | 5 | 0 | 0 | 62% | 83% | 0 | 0
Total | 3,116 | 798 | 0 | 0 | 61% | 63% | 0 | 0
Non-employees | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0
| 2024
| Total hours of training delivered | Average hours of training provided
| M | F | Other | Not stated | M | F | Other | Not stated
Executives | 2,507 | 1,162 | 0 | 0 | 42 | 65 | 0 | 0
Managers | 13,820 | 6,450 | 0 | 0 | 45 | 50 | 0 | 0

119 In Italy, employees belonging to the protected categories are those specified in Law 68/99; in Greece, the legislation defines such individuals differently. Therefore, only the categories of “World War II Orphans” and “Employees with a disability greater than 50%” have been considered.
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Office Workers | 73,841 | 28,925 | 0 | 0 | 43 | 40 | 0 | 0
Field Workers | 68,165 | 214 | 0 | 0 | 51 | 43 | 0 | 0
Total | 158,333 | 36,751 | 0 | 0 | 46 | 42 | 0 | 0
Non-employees | 902 | 541 | 0 | 0 | 22 | 17 | 0 | 0
| 2025
| Total hours of training delivered | Average hours of training provided
| M | F | Other | Not stated | M | F | Other | Not stated
Executives | 1,954 | 716 | 0 | 0 | 24 | 33 | 0 | 0
Managers | 16,659 | 6,781 | 0 | 0 | 42 | 46 | 0 | 0
Office Workers | 131,227 | 42,975 | 0 | 0 | 49 | 40 | 0 | 0
Field Workers | 117,176 | 292 | 0 | 0 | 60 | 49 | 0 | 0
Total | 267,015 | 50,765 | 0 | 0 | 53 | 40 | 0 | 0
Non-employees | 45 | 22 | 0 | 0 | 22 | 11 | 0 | 0

In 2025, 3,814 employees participated in the performance evaluation process 120 . An increase in headcount was recorded compared with 2024, due to the inclusion of Field Workers from the Greek companies within the scope of the process. However, the reduction in the coverage percentage is attributable to the fact that colleagues from 2i Rete Gas will be involved in the evaluation campaign starting from 2026.
More than 300,000 hours of training were delivered in Italy and Greece, with an average of 50 hours per employee.
Training hours related to digitisation

Training | Unit | 2024 | 2025
Training on topics related to digitisation 121 | hours | 29,313 | 27,837

Health and safety metrics (S1-14)
The management system is structured and implemented according to the requirements of the international standards of reference. The regulatory instruments put in place contribute to regulatory compliance and to ensuring the health and safety of the Group's people (employees, end customers, contractors, etc.) and accident 122 prevention.
All Group companies have a 45001 system for occupational health and safety management.
120 The percentage of employees who took part in the performance appraisal process was calculated based on the total number of employees, broken down by gender and job category.
121 Participation is tracked through attendance recording systems or external training certificates. Training on digitisation includes digital information content, courses on artificial intelligence, Digital Factory products and technologies supporting process transformation.
122 An injury is considered an event that results in an absence from work of more than 3 days, according to the company procedure.
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100% of the Italgas Group employees, regardless of the type of contract, are covered by occupational health and safety management systems.

| 2024 | 2025
Indicator | No. of Employees | Non-employed workers | No. of Employees | Non-employed workers
Number of accidents at work | 11 | 0 | 17 | 0
Rate of accidents at work 123 | 1.56 | 0 | 1.79 | 0
Number of cases of occupational diseases | 2 | n.a. | 6 | 0
Number of days lost due to work-related injuries, work-related illnesses and deaths as a result of illnesses | 269 | 0 | 357 | 0
of which were caused by accidents | 269 | 0 | 357 | 0
of which were due to occupational diseases | n.a. | n.a. | n.a. | n.a.

| 2024 | 2025
Indicator | No. of Employees | Non-employed workers | Value chain workers (within Italgas Group sites) | No. of Employees | Non-employed workers | Value chain workers (within Italgas Group sites)
Total number of deaths due to workplace accidents and occupational diseases | 0 | 0 | 0 | 0 | 0 | 0
of which were as a result of accidents | 0 | 0 | 0 | 0 | 0 | 0
of which as a result of occupational diseases | 0 | 0 | 0 | 0 | 0 | 0
| 2024 | 2025
Indicator | Type of employee | headcount | % | Type of employee | headcount | %
Workers covered by a Health and Safety management system in accordance with the law or recognised standards, and which has been either internally verified or externally certified. | Employee | 3,750 | 86% | Employee |  | 100
Non-employee | n.a. | n.a. | Non-employee | n.a. | n.a.

Lost-Time Injury Frequency Rate (LTIFR)
123 Accident Frequency Index for employees group .
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The data presented in the table below include the frequency rate relating to injuries resulting in absence from work 124 , broken down between employees and contractors.
Work-life balance metrics (S1-15)
The Italgas Group provides initiatives to support family and parenting needs.
Below are the figures on family leave for Group employees.

Family leave 127 | Gender | Unit of measurement | 2024 | 2025
Employees with access to family leave | All | % | 100 | 100
Employees who have taken family leave | M | % | 8.9 | 13.2
F | % | 2.8 | 4.71
Other | % | 0 | 0
Not stated | % | 0 | 0
Total | % | 11.7 | 17.91

Compensation metrics (pay gap and total remuneration) (S1-16)
Following the pathway initiated in the area of diversity and inclusion, the Group is committed to reducing the gender pay gap by monitoring it on an annual basis.
The gender pay gap values, calculated as the simple average of gross annual salaries 128 on an hourly basis by employee category and geographical area, are shown below. In particular, given the Group's activities in both Italy and Greece, a corrective factor has been applied to the Greek perimeter data using the Price Level Index (PLI) values provided by the World Bank, in order to account for the different purchasing power between the two countries.

124 A Lost-Time Injury is defined as any work-related injury that prevents a company employee or a worker employed by third-party contractors from returning to work on the next scheduled working day or shift.
125 The Lost Time Injury Frequency Rate is calculated using the following formula: (number of lost-time injuries) / (total hours worked in the reference period) × 1,000,000
126 The contribution from 2i Rete Gas contractors is excluded for 2025 (specifically for the months of April to June 2025).
127 In Italy, family leave is understood to mean compulsory maternity, paternity, or parental leave, as well as leave to care for family members with disabilities (Italian Law 104/92). In Greece, only compulsory maternity, paternity and parental leave are considered, as there is no provision for leave for family members with disabilities.
128 The calculation of the gender pay gap excludes the remuneration of the General Manager and Chief Executive Officer, as their remuneration includes the portion attributable to both roles. Gross annual salary refers to the fixed compensation that the employee receives over the course of the year.

LTIFR 125 | 2024 | 2025
No. of Employees | 1.56 | 1.79
Data coverage (as % of employees, operations or revenue) | 100% | 100%
Contractors | 1.00 | 1.49 126
Data coverage (as % of employees, operations or revenue) | 100% | 100%

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Gender pay gap | Unit of measurement | 2024 | 2025
Employee category (Italy + Greece)
Executives | % | 5.7 | -0.7
Middle Managers | % | 4.6 | 3.2
Employees | % | 2.3 | 1.5
Manual workers | % | 16.3 | 15.4
Country |
Italy | % | -10.6 | -8.8
Greece | % | -7.9 | -3.8

The overall gender pay gap, considering the total annual compensation 129 paid to employees, is -1.4% for the Group (- 0.7% in 2024). If the PLI corrective factor is not used, the value is -2.4% (0.5% in 2024). Finally, the ratio between the total annual remuneration of the CEO and the median total gross annual remuneration of the employees of the Italgas Group (known as the “pay ratio”) is equal to 1:32 (1:39 in 2024).
Incidents, complaints and severe human rights impacts (S1-17)
As indicated in the Human Rights Policy, as well as in the Group's Code of Ethics and the Suppliers Code of Ethics, human rights are considered inalienable and essential prerogatives of human beings and the basis for the construction of societies founded on principles of equality, solidarity, the repudiation of war and protection of civil and political rights, social, economic and cultural rights and third-generation rights (right to self- determination, peace, development and the safeguarding of the environment).
Italgas is committed to promptly identifying any incidents or episodes of human rights violations against its employees. Such episodes include cases of discrimination based on gender, ethnic origin, nationality, religion or any other belief, disability, age, sexual orientation or other significant forms of discrimination. In 2025, there were no recorded incidents of discrimination, human rights violations or any other form of harassment within the Group.
During the year, no fines or sanctions were imposed as a result of incidents of discrimination or complaints received through the appropriate channels indicated above.
Through the whistleblowing channel (illustrated in detail in data point G1-1), 19 reports were received in 2025, related to the internal control system (process anomalies related to the application of procedures or instructions of the Group) and other issues (Model 231 – Code of Ethics). By 31 December 2025, 13 were filed, while 6 are still being processed. All reports are related to Italgas Reti. In detail, 2 of the 13 closed reports concerned violations of the employment contract, resulting in disciplinary measures including suspension from work and pay or a verbal reprimand; the other 11 were deemed to be unfounded, while the remaining 6 are still under
129 The total annual remuneration is composed of the gross annual salary plus the annual amount of variable remuneration and also includes all compensation elements that the employee receives on a continuous basis over time. For the purposes of the total annual remuneration analysis (pay ratio and gender pay gap), only employees who have worked for the entire year have been considered. For Greece, all variable components, including the contribution component, are considered in the calculation of total annual remuneration.
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assessment, while no risk profiles have emerged relating to offences linked to corruption, discrimination, harassment, privacy violations, conflicts of interest, money laundering or insider trading.
S2 – Workers in the value chain
Interests and views of stakeholders (ESRS 2 SBM-2)
Italgas is aware of its central role in the supply chain as a key player in the spread of sustainable and responsible practices. The Group is committed to driving change by incentivising virtuous behaviour and supporting the growth of a supplier network that is increasingly attentive to respect for human rights, environmental protection and the creation of inclusive and safe working conditions. Through its numerous engagement and listening activities, Italgas integrates the interests, rights and opinions of workers along the entire value chain into its strategy and business model. At the same time, it requires suppliers to comply with high ethical standards, with particular regard to human rights, and compliance is monitored through regular audits.
Material impacts, risks and opportunities and their interaction with strategy and business model (ESRS 2 SBM-3)
Italgas recognises that the actual and potential impacts on value chain workers, as reported below, are closely related to its strategy and business model:
• Failure to respect the human rights of workers in the supply chain – upstream value chain activities, particularly in high-risk sectors such as the steel industry and the assembly of semi-finished products up to the extraction of raw materials, are exposed to potential human rights violations. For example, this may occur in the production of steel pipelines by suppliers operating in non-European countries with less stringent labour regulations. Although no supplier has been identified as being at significant risk of incidents of child labour and/or forced labour, Italgas pays great attention to verifying the working conditions of its suppliers and respect for human rights.
Type of workers: workers from supplier and sub-supplier enterprises in non-EU countries.
• Failure to respect diversity and equal opportunities for workers in the supply chain – upstream phases may potentially involve discrimination related to gender, age, ethnicity or religion, particularly in production sectors requiring skills and tasks that may create barriers to entry for female candidates. Type of workers: female workers or workers from minority or fragile groups.
• Failure to safeguard the health and safety of workers in the supply chain – upstream activities, such as operational activities for the construction and maintenance of infrastructure carried out on construction sites by contractors and subcontractors, the production of components and processing of materials (such as steel), and the extraction of these materials, expose workers to potential health and safety risks. These potential negative impacts derive mainly from workplace accidents due, for example, to the use of dangerous machinery and/or exposure to harmful substances that could occur
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due to inadequate management of health and safety rules or lack of specific training and adequate preventive measures.
Type of workers: workers involved in operational activities at production sites or construction sites.
These potential negative impacts are attributable to isolated and non-systemic events, also in view of the fact that most Italgas suppliers are based in Italy or Greece where national regulations protecting workers' rights are in place.
To prevent and mitigate these impacts, the Group has implemented company policies and procedures that include the regular review of contracts with suppliers as well as audits and assessments of working conditions, promoting the social responsibility of contractors along the entire value chain.
There are no risks or opportunities arising in relation to supply chain workers.
Policies related to value chain workers (S2-1, MDR-P)
The Group has adopted the following policies for the management of material IROs related to workers along the value chain: the Human Rights Policy and the Suppliers' Code of Ethics.
The aim of these policies is to prevent potential harmful practices related to the violation of human rights such as forced and child labour, to promote equal opportunities and an inclusive work environment, as well as to protect health and safety.
The Group is committed to sharing these documents with its suppliers, requiring them to respect and promote its principles throughout their supply chain, with the involvement of subcontractors and other partners.
Italgas regularly monitors compliance through audits and ongoing assessments to ensure that these principles are adopted.
In addition, it promotes the involvement of suppliers through training, engagement and ESG support programmes for the development of a sustainable supply chain.
The Human Rights Policy promotes, among the Group's business partners, respect for and protection of fundamental rights, including civil, political, social, economic and environmental rights. These areas include the protection of dignity and non-discrimination, the promotion of safe working conditions and freedom of association, the prevention of exploitation and child labour, supply chain monitoring, health and safety, contributions to local communities and the protection of personal data.
The Suppliers' Code of Ethics defines the fundamental principles that must guide the relations between the Group and its suppliers, and provides for a zero tolerance policy towards any violation of human rights, reiterating that no corporate interest can justify behaviour contrary to ethical standards. Italgas reserves the right not to establish or to terminate at any time relationships with parties that do not comply with the provisions of the Group's Code of Ethics or the Suppliers‘ Code of Ethics.
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The Supplier Code of Ethics governs compliance with regulations, fair competition, the prevention of corruption, the management of conflicts of interest, the confidentiality of information, human rights and equal opportunities, and the commitment to health, safety and environmental protection.
The Group conducts a due diligence process with regard to human rights that involves all the Group's operations and companies, as well as its suppliers, and is subject to an annual review.
The actions outlined and carried out by the Italgas Group throughout the Human Rights Policy and the Supplier Code of Ethics are developed, in line with the principles of the United Nations Global Compact, within the reference framework of the United Nations’ Universal Declaration of Human Rights, the International Labour Organization Conventions and the OECD Guidelines for Multinational Enterprises.
The Group is also committed to protecting the rights of minors and children according to the Children's Rights and Business Principles.
In 2025, no cases of violation of the above regulatory principles involving supply chain workers were found.
Processes for engaging with value chain workers about impacts (S2-2)
In order to manage the real and potential impacts on workers in the supply chain, Italgas adopts a direct and continuous involvement approach based on numerous initiatives, including e-learning courses and face-to- face training, collaborative workshops and activities involving participation and engagement of SMEs.
The IG Academy for Suppliers, launched in 2024, is a training programme based on suppliers’ training needs (identified through direct consultation) and aimed at promoting competencies on key topics such as energy efficiency, climate change, human rights, safety, digitisation and innovation.
To promote a safety culture among workers in the value chain and strengthen partnerships with suppliers, several meetings were organised during 2025 with more than 160 suppliers, focusing on Supplier Regulations, waste management and the analysis of high-risk safety activities identified during inspections, as well as the related prevention, monitoring and remedial measures.
Since 2025, the Group has launched a development and growth programme with its suppliers, “capacity building”, an initiative designed to support and guide strategic suppliers along a sustainable development path and to promote the sharing of best practices across the entire Supply Chain. The initiative has a dual objective: to ensure the achievement of Italgas’ ESG objectives and to promote a more responsible and competitive business ecosystem. In addition, it promotes the participation of suppliers in training courses organised by associations to which the Group belongs, such as “Valore D”, PA.RI., Global Compact Italia and “Sustainability Makers”.
The operational responsibility for ensuring that engagement with workers in the value chain is effective is entrusted to the Procurement Department, which coordinates and liaises with the various company departments to ensure that the initiatives are properly implemented.
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To assess the performance of suppliers throughout all stages of procurement, Italgas uses a monitoring system based on Vendor Rating 360°, which include indices and criteria such as Operational Rating, reputational verification, ESG score, financial soundness index and HSE score. This approach provides a measure of the effectiveness of audit, training and workshop activities on supplier performance throughout the procurement stages.
Italgas adopts a series of measures to understand the perspectives of particularly vulnerable or marginalised workers in the value chain. During the phase of qualification and participation in competitions, suppliers are required to provide ISO certifications attesting to the creation, application and maintenance of a work management and organisation system that complies with specific internationally recognised standards of reference, thus ensuring employment organisation that respects workers' fundamental rights. In addition to the mandatory certifications for high-complexity procurement categories (ISO 9001 for quality management systems, ISO 14001 or EMAS for environmental management systems, ISO 45001 for health and safety management systems), the Group considers, as awarding criteria in tender procedures, other certifications relating to environmental, social and governance impacts across the entire supply chain, such as SA8000 on social responsibility, UNI/PdR 125 on gender equality, ISO 37001 for the adoption of an Anti-Corruption Management System, and product certifications (EPD, ISO 14067, ISO 14064). During the tender phase, suppliers must disclose information on the gender composition of the company's workforce and demonstrate regular payment of wages and contributions. Finally, through on-site audits, Italgas monitors the conditions of workers with particular attention paid to respect for human rights and procedures regarding the health and safety of its most vulnerable workers.
Processes to remediate negative impacts and channels for value chain workers to raise concerns (S2- 3)
The Group adopts a responsible approach to the management of remedial measures for any negative material impacts on workers in the value chain caused or influenced by its activities. The remediation process includes the assessment of the impact, in compliance with the applicable legislation on joint liability in contracting arrangements, and the possible involvement of trade union organisations in implementation of the Industrial Relations Protocol, in order to ensure that the measures adopted effectively address the needs of workers in the value chain who may be affected. The effectiveness of the remedies is evaluated through internal checks with the managers of the procurement contracts and constant monitoring of any effects. When necessary, this process includes discussions with the trade unions, in order to ensure that the solutions adopted have effectively resolved the issues identified. By doing so, the Group ensures that the remedies provided are adequate and consistent with its standards of social responsibility applied throughout the value chain.
The Italgas Group has implemented a Whistleblowing Procedure that allows workers in the value chain to directly report any concerns or irregularities. This procedure is described in detail in DR G1-1.
The Italgas Group supports and requires information about the availability of reporting channels in the workplace within the value chain. Currently, there is no structured process to assess the awareness and level of trust of workers in the value chain with regard to these channels.
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Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions (S2-4)
Italgas promotes a sustainable value chain through a supplier qualification system based on a sustainability questionnaire. This tool provides an overview of certifications, management systems, company information and working conditions. The checks are carried out by the Supply Chain Sustainability department with the support of third-party companies in accordance with the ISO/IEC 17021-1:2015 standard, and include ESG audits for analysing human rights, working conditions, consumption and environmental impact. At the end of the audits, any critical issues are classified into three levels (Minor, Serious, Critical), with an action plan shared and monitored with the supplier to evaluate its effectiveness.
In 2025, a total of 70 ESG audits were carried out, 69 on-site and 1 on-desk audit. (55% more than the previous year).
Italgas adopts initiatives to improve safety and reduce accidents, involving employees and suppliers in awareness-raising meetings and setting up bodies such as the CCRLSA (Company Safety Workers' Representative Coordination Committee) and IPA Training (Joint Company Institution) to promote a shared culture of safety.
Supplier performance management is governed by the Supplier Regulations and monitored through technical and operational audits, which guarantee adequate working conditions and compliance with standards.
Since 2021, Italgas has launched training programmes for first and second level suppliers (Tier I and Tier II), offering courses, workshops and webinars through the dedicated Academy, which aims to improve the capabilities of suppliers and promote socio-economic development within the territories in which it operates. During the twice-yearly Supplier Conference, Italgas also shares common objectives and challenges.
In the event of any negative impacts, such as violations of workers' rights or accidents at work, Italgas analyses the causes, supports the supplier in preventive measures and monitors the effectiveness of corrective actions. Supplier compliance is guaranteed through audits, reputational checks and, if necessary, measures such as suspension or termination of the contract. Before reaching the termination of the contractual relationship, Italgas takes a precautionary and gradual approach (warning and suspension) to avoid compromising workers' conditions.
To date, no material violations of workers' rights have emerged. The data collected, such as those concerning the reduction in "non-conformities", the identification of “near misses” and the improvements detected by workers of suppliers through surveys relating to ESG issues, confirm the effectiveness of the actions taken in promoting a responsible and sustainable value chain.
In the reference period 2026-2031, OpEx costs of approximately 1 million euro are expected for the management of ESG audits, training, consultancy and conventions, in order to achieve the related
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objectives 130 . In 2025, operating costs relating to this topic amounted to approximately 155 thousand euro of OpEx.
These OpEx are indicated in this document in Note 28 “Total costs and other expenses” of the Consolidated Financial Statements.
The Group has not identified any risks or opportunities of financial significance to the workers in the value chain.
There have been no significant events regarding the violation of human rights by suppliers or other workers in the value chain in the last 5 years.
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S2-5, MDR-T, MDR-M)
The Group has set targets to guaranteeing responsible and sustainable management along the value chain.

TARGET | Target scope 131 | Base year | Target | Target year | Year of reporting (2024) | Year of reporting (2025) | Type of target
% | % |
Significant suppliers 132 Assessed on ESG topics | Group | - | 100% | 2026 | 80% 133 | 90% | relative
Significant suppliers for Sustainability subject to ESG audits in the field (including human rights compliance) | Group | 2024 | 100% | 2028 | 17% 134 | 32% | relative

The targets have been defined within the reference framework of the United Nations Universal Declaration of Human Rights, the fundamental Conventions of the International Labour Organization, the OECD Guidelines for Multinational Enterprises and on the basis of benchmarks with other operators in the sector.
In line with the Sustainable Value Creation Plan, the targets relating to the value chain contribute to the reduction of potential negative impacts on the supply chain through the promotion of best practices in sustainability. The targets refer to suppliers at high risk for Sustainability, defined as those suppliers of strategic importance for the Group's core business at potential risk of non-compliance with their contractual obligations regarding sustainability, whose turnover represents approximately 80% of the total turnover.
130 Value expressed net of personnel costs.
131 The targets refer to the scope of the Group companies consolidated using the line-by-line method as of 2025.
132 For the definition of significant suppliers (Tier 1), please refer to the section “Management of relations with suppliers (G1-2)”.
133 The percentage is calculated as the ratio of significant suppliers involved in training activities and/or having completed the ESG questionnaire to the total number of significant suppliers for Italy and Greece. Water suppliers were included in the 2025 calculation.
134 The percentage is calculated as the ratio of the number of high sustainability risk suppliers audited to the total number of high sustainability risk suppliers.
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Suppliers are indirectly involved in defining targets throughout the year, through sectoral workshops and events such as the Supplier Conference and challenges open to start-ups and SMEs aimed at improving performance (Ideas4Italgas).
The monitoring of targets is carried out through the constant tracking of supplier performance, from the evaluation during the qualification phase (ESG score) to the verification in the field (ESG audit). Training activities are provided to support improvement plans for the gaps identified during both the evaluation and audit phases.
S3 – Affected communities
Interests and views of stakeholders and Material impacts, risks and opportunities and their interaction with strategy and business model (ESRS 2 SBM-2 and SBM-3)
The Italgas Group considers dialogue with local areas and communities a central element of its way of operating, recognising their needs, rights and concerns as key factors in shaping its strategy and developing its business model.
The impact related to asset integrity is closely linked to the local community, as it may involve potential gas leaks that could lead to explosions or fires, with serious consequences for the local population. No risks or opportunities have been identified concerning this issue. Potentially affected communities are represented by all citizens living in Italian and Greek municipalities whose gas distribution networks are managed by the Group; these impacts are associated with specific potential incidents rather than systemic impacts. It has not been possible to identify specific individuals or groups of individuals within these communities with particular characteristics that would make them more likely to be affected, as the potential impact applies to the entire local community, with no significant distinctions between individuals.
The impact relating to the limited capacity to modernise, digitise and adapt infrastructure to receive green gases may have negative effects on the communities served. In particular, a potential slowdown in the modernisation of the network could compromise the continuity and reliability of the service, with potential adverse effects on the well-being of local communities and negative repercussions on the timing and effectiveness of the energy transition. No risks or opportunities have been identified in relation to this topic. In assessing the financial significance, an analysis was conducted that identified events, such as the risk of accidents or malfunctions that can cause temporary service interruptions, but whose impact and probability are not sufficient to make them relevant. For further discussion, refer to sections SBM-2 and SBM-3 of ESRS 2.
Policies related to affected communities (S3-1, MDR-P)
As this is a central issue for the proper performance of its gas distribution activities, Italgas refers to a very comprehensive internal regulatory framework. The procedures refer to the maintenance activities of assets, emergency management, and other field operations, which allow constant monitoring of the network and
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prompt intervention in case of reports and incidents. Such procedures are explicitly geared toward compliance with current regulations, which set minimum standards for safety and operational efficiency. However, the Group does not limit itself to applying regulatory provisions: as indicated in DR S3-5, Italgas has set ambitious targets reflecting its commitment to ensuring higher levels of efficiency, safety and sustainability, distinguishing itself through the adoption of practices that not only comply with regulatory requirements but also further mitigate both the impact related to asset integrity on local communities and that connected to the limited capacity for the modernisation and digitisation of infrastructure.
Top Management is ultimately responsible for implementing procedures that govern technical and operational activities, reporting directly to the CEOs of the Group companies responsible for gas distribution. The internal procedures also refer to the relevant legislation that is directly issued by the public Authority through ARERA (in Italy) or RAE (in Greece). As a public body, the latter is considered a proxy representing the relevant stakeholder (i.e. the local community).
The procedures are not only made available to all the Group staff specifically involved in network maintenance, control and emergency response, but also to the rest of the Italgas workforce. The reference principles of the Italgas Group for the protection of rights relating to impacts on health and safety associated with asset integrity events are guided by the principles established in the OECD guidelines for multinational enterprises, the United Nations Guiding Principles on Business and Human Rights and the fundamental Conventions of the ILO. Furthermore, Italgas is a member of the United Nations Global Compact (UNGC) programme. The Group's Human Rights Policy also applies to the rights of local communities in the areas where Italgas operates. For further information on Human Rights Policy, refer to DR S1-1. In the event of an asset integrity incident, the Group immediately involves the local community through contacts with the relevant municipal administration. Italgas has facilities dedicated to on-call and emergency response, with staff who are specially trained to manage critical situations. Furthermore, two centralised command and control rooms (the Plants and Networks Command and Control Centres, located in Turin and Florence) operating 24 hours a day, guarantee constant support for the management of the distribution system. The Group operates in areas where there are no indigenous populations.
To strengthen its commitment to reducing the environmental impact of its activities and, at the same time, to promoting the energy transition in the areas where it operates, in 2024 the Group adopted the Climate Change Policy, based on two fundamental pillars: mitigation and adaptation.
Within the framework of climate change mitigation, the Group works to reduce emissions through the digitisation and continuous modernisation of the gas distribution network, in order to enable the dispatching of renewable gases such as hydrogen and biomethane and, at the same time, to ensure the optimisation of operational efficiency and network safety.
Processes for engaging with affected communities about impacts (S3-2)
The Company adopts a structured and continuous dialogue with local communities, managed through the Local Institutional Relations (LIR) Department, which interacts directly and continuously with municipal administrations to collect and respond to the needs of the community. Among the various topics dealt with, a
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significant amount of time is dedicated to asset integrity (e.g. the extension of the gas distribution network, the management of sensitive users such as schools, etc.). In emergency situations, such as the temporary suspension of services or accidental pipe breakages, the Local Institutional Relations Department coordinates the dialogue with local administrations and the response to actions introduced to minimise the impact. The LIR Department is responsible for actively involving municipal administrations and, when necessary, groups of citizens, in order to ensure that company activities are consistent with the needs of local communities, particularly with regard to aspects such as safety and prevention. This activity is also carried out in the context of the implementation of innovative investments, such as the construction of the Hyround plant in Sardinia, or the introduction of significant technical and operational innovations, such as Picarro technologies, 3D Asset Mapping and Green Sites. This engagement may take the form, where necessary, of participation in “open” municipal council meetings or other forms of dialogue, direct or mediated, with the citizens of the municipalities served. With this in mind, the Group is also committed to meet with a number of local administrations each year that are representative of at least 40% of all re-delivery points.
The Head of the LIR Department ensures that the involvement is continuous and that the results are also used in making company decisions. Since the topics dealt with are extremely varied, the approach to evaluating the actions is flexible and not standardised, in order to respond in an flexible and adequate manner to the specific needs of each situation, based on direct contacts with the members of the administrations.
Processes to remediate negative impacts and channels for affected communities to raise concerns (S3-3)
Italgas has adopted procedures and activities aimed at minimising gas leaks, which could generate potential problems for its infrastructure. In the event of an emergency, Italgas has emergency response teams that are able to identify and resolve any issues that arise. Italgas provides various communication channels to facilitate direct dialogue with local communities and ensure effective management of any issues.
Specifically, the Group has a toll-free number that is active 24 hours a day, 7 days a week: this channel activates the emergency response structure for any potential asset integrity hazard reported by the community. In addition to the specific channel for reporting gas leaks and faults, the Group has another toll-free number and a dedicated section on its web portal for complaints and various reports. All the above toll-free numbers related to emergencies, as well as commercial communication, are listed on the company's websites and are printed on the bills of end customers.
The Group constantly monitors the KPIs relating to contacts from these channels; calls relating to emergency service reports are also monitored to ensure that at least 90% of them are handled within 120 seconds, as required by the Authority.
Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions (S3-4, MDR-A)
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The Group constantly applies measures to guarantee the safety and reliability of the gas distribution network, minimising the risk of potential accidents and negative impacts on the surrounding communities. The main actions taken include predictive maintenance of the network, which allows for constant monitoring of the network's condition and identification of potential signs of wear or malfunctions before they become problematic; research and monitoring activities on fugitive emissions, including the development of operational guidelines that standardise the response to gas leaks.
During the year, the Group continued its usual emergency response activities, with staff who are specially trained to manage critical situations. Two Plants and Networks Command and Control Centres (located in Turin and Florence) operate as centralised command and control rooms, operational 24 hours a day, guaranteeing constant support for the management of the distribution system. Each emergency call means that a specialised technician will arrive on site within 1 hour to ascertain and, if necessary, resolve the anomaly reported by the user.
In the event of any emergency relating to the integrity of the distribution network, the Group has emergency response teams that are able to identify and resolve the issues presented.
The Group reports all the operational KPIs relating to network investigation to the Top Management on a monthly basis in dedicated meetings (Sustainability Business Review and the Operational Committee). In addition, Italgas periodically communicates its asset integrity results in response to requests from regulatory bodies.
The Group has Territorial Emergency Plans, related to each individual distribution plant, where equipment, tools, companies operating in the area, public authorities and entities, sensitive Customers/Entities, reduction groups, interceptor valves, critical points (pipes crimped on bridges, in crossings of important river basins, active fronts of landslide movements, etc.) are identified, allowing for a complete view for handling any emergencies. To manage this impact, Italgas allocates both financial and human resources to manage any emergency in the territory according to the deadlines set by the authorities.
Future financial resources allocated for the management of the issue and the achievement of the objectives amount to 4,543.7 million euro of CapEx and 847.4 of OpEx in the 2026-2031 reference period. In 2025, 553.4 million euro of CapEx and 96.3 million euro of OpEx were spent. These values mainly refer to inspection and maintenance activities and to the Emergency Service activities.
These CapEx are indicated in this document in Note 13 “Property, plant and equipment” and Note 14 “Intangible assets” of the Consolidated Financial Statements; the OpEx, on the other hand, are indicated in Note 28 “Total costs and other expenses” of the Consolidated Financial Statements.
In addition, with regard to the impact relating to the limited capacity for infrastructure modernisation and digitisation, Italgas has identified the digital transformation of networks as the main enabler of the future of energy. Smart, digital and flexible networks are in fact the essential condition for receiving and managing renewable gases such as biomethane, hydrogen and synthetic methane in a safe and efficient manner. The development of these green gases promotes local energy production, triggers circular economy models and enables a concrete response to the energy trilemma: security of supply, through the diversification of sources; environmental sustainability, through the use of low- or zero-emission gases; cost competitiveness, made
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possible by the production and development of resources at local level. In this context, the digitisation of infrastructure is not only a technological factor but a strategic element for supporting the energy transition and generating value for communities.
In the 2025-2031 Strategic Plan, the Group has planned investments of 3.1 billion euro for digitisation and the integration of AI solutions, with the objective of completing the technological transformation of infrastructure management processes. Among the main solutions adopted is the proprietary DANA platform, which enables the remote management of 100% of the network within the pre-acquisition perimeter of Italgas Reti (with the objective of extending this solution to Greece by 2026 and to the entire network in Italy by 2027), through continuous monitoring and prompt intervention in the event of anomalies. A further example is represented by the programme for the large-scale replacement of traditional meters with Nimbus, Italgas’ proprietary meter, which stands out for its advanced smart metering functionalities that allow local communities to benefit from a high level of transparency and reliability in billing processes.
With respect to renewable gas, the number of biomethane plant connections is increasing: currently 12 plants are already connected to the Italgas network, 50 are under construction, with the objective of reaching a capacity of 1.2 bcm/y injected into the network from connected plants by 2030. The Group is also developing three reverse-flow projects across the national territory, which will make it possible to overcome biomethane absorption constraints in the local distribution network, thereby facilitating additional plant connections.
The Italgas network is already compatible with hydrogen blends of up to 2% and can reach up to 20% with minimal adaptation measures. Among the initiatives developed by the Group, particularly noteworthy is the Hyround plant, commissioned in 2025, which will enable the production of up to 70 t/y of hydrogen at full capacity and the use of this gas in the following three end uses: in pure form for transport, through a refuelling station; in blending up to 20% for injection into the city distribution network; and as fuel for local industry. Green gases allow communities to receive renewable energy through the existing supply, promoting a sustainable transition without structural modifications.
During the reference period, no serious human rights issues or incidents were reported in relation to the communities concerned.
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S3-5, MDR-M, MDR-T)
To assess its performance in managing the asset integrity, Italgas uses KPIs that are derived from specific regulatory requirements established by ARERA. Italgas' targets in this area refer to these KPIs but have a much stricter performance level than what is strictly required by the regulations, with the goal of achieving the operational efficiency and safety objectives for the Group and local communities as outlined in the company procedures managing the issue.
The objectives and corresponding performance for 2025 are presented below:
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Category and units 135 | Scope | Annual 136 | 2028 | Progress status | Type of target
2024 | 2025
% | Absolute value | % | Absolute value
Network inspection % of networks subjected to annual planned inspection for gas leaks 137 | Gas distribution | 100% 138 | 200% | 154% | N/A | 183% on a like-for-like basis compared with 2024 141% including the former 2i Rete Gas network | N/A | Relative
Emergency assistance % of interventions carried out on site, with emergency intervention performed within 60 minutes | Gas distribution | 98% 139 | N/A | 99.4% | N/A | 99.49% | N/A | Relative

The impacted stakeholders, namely the local community, indirectly participate in the definition of Italgas' asset integrity targets, as the competent public authority, ARERA/RAE, sets specific legally binding performance standards, which are far lower than the more ambitious target levels set by Italgas. For performance monitoring and analysis, which allows the Group both to identify areas for improvement and implement corrective actions to further reduce risk areas, and to report results in response to requests from regulatory bodies, Italgas uses advanced technologies and digitised processes to constantly monitor the network and minimise the likelihood of incidents concerning asset integrity. It also uses smart maintenance principles and Picarro CRDS technology, which allows for extremely accurate monitoring of the network's conditions.
To assess its performance in relation to infrastructure modernisation and digitisation, Italgas uses the KPIs included in the Sustainable Value Creation Plan. In particular, the KPIs used were:

TARGET | Target year | Target Value | u.o.m. | Progress status | Type of target
2025
Absolute value | %

135 ARERA/RAE may conduct control activities on the values of the KPIs indicated and communicated to ensure their accuracy. Based on these KPIs, Italgas sets its own targets related to asset integrity. ARERA/RAE, as public authorities, can be considered representative bodies of the impacted communities.
136 The targets refer to the scope of the Group companies consolidated using the line-by-line method as of 31 December 2024.
137 Value calculated as the ratio between the linear extension of the networks inspected in the calendar year and the total extension of the Group's gas networks.
138 ARERA Target: network inspection equal respectively to 100% in the 3 mobile years for high and medium pressure networks and 100% in the 4 mobile years for low pressure networks; RAE target: 2-4 times a year for ductile networks in densely populated areas, while targets for other types of networks vary from once a year to once every 4 years, depending on the characteristics of the network.
139 ARERA targets: > 90%; RAE target: >90% within 120 minutes, without exceeding the 240 minutes in any case.
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Biomethane distribution Million Sm3/year of biomethane distributed from production plants connected to the Group’s distribution network | 2030 | 1,200 | mln Sm3 | 20 | N/A | Absolute
Production and distribution of green hydrogen Tonnes of green hydrogen produced and distributed in the Group's P2G pilot plant in Sardinia. | 2030 | 290 | tonne | 1.8 | N/A | Absolute
Digitisation of the distribution networks % of city gates in the gas distribution network digitised and capable of being monitored through DANA by 2025 in Italy (before the acquisition of 2i Rete Gas) | 2025 | 100 | % | N/A | 100% | Relative
Digitisation of the distribution networks % of district governors digitised and remotely monitored through DANA by 2025 in Italy (before the acquisition of 2i Rete Gas)) | 2025 | 95 | % | N/A | 95% | Relative
Digitisation of the distribution networks % of assets digitised by 2025 and remotely monitored through DANA4Greece by 2026 in Greece | 2026 | 100 | % | N/A | 100% of assets digitised | Relative

Italgas’ strategy is aimed at building an increasingly digitalised and innovative infrastructure, with the objective of generating concrete and lasting benefits for local communities, while promoting the sustainability, quality and safety of the services provided across the territory.
7.4 Governance information
G1 – Business conduct
The role of the administrative, supervisory and management bodies (ESRS 2 GOV-1 ESRS G1)
Italgas' administrative and corporate bodies, management and Supervisory Body play crucial roles in ensuring the compliance and integrity of the company's operations. These bodies work together in synergy to ensure that Italgas operates in a way that is ethical, transparent and compliant with regulations, thus contributing to the Company's sustainability and growth. In particular, the Board of Directors defines the strategic guidelines and corporate objectives, while the Board of Statutory Auditors supervises, among other things, compliance with the law and the articles of association, adherence to the principles of sound management, and the adequacy of the internal control and risk management system, as well as the administrative and accounting system. The Board Committees perform preparatory, advisory and consultative functions in support of the Board of Directors. The management of Italgas, guarantor of transparency and honesty in compliance with the rules protecting competition, is responsible for implementing company policies and procedures in accordance with the Code of Ethics. The Supervisory Body of each Group company, appointed by the Board of Directors, has autonomous powers of initiative and control. Its tasks include monitoring the effectiveness of Model 231 and the Code of Ethics (in collaboration with Management), analysing their adequacy and
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functionality over time, and approving the annual programme of supervisory activities. In addition, it examines the results of the activities carried out and verifies the information flows with the company departments and corporate bodies, ensuring that Italgas maintains high standards of corporate conduct and regulatory compliance. The members of the Board of Directors and the Board of Statutory Auditors have significant experience in the fields of finance, industry, ESG and Climate Change, Audit, Enterprise Risk Management, People and HR, and Governance.
Description of the processes to identify and assess material impacts, risks and opportunities (ESRS 2 IRO-1)
In the process of identifying material Impacts, Risks and Opportunities in relation to its corporate conduct, Italgas considers criteria that include the location and type of its activities and the reference value chain. For further discussion, see ESRS 2 IRO-1.
Corporate culture and business conduct policies (G1-1, MDR-P)
For the management of IROs relating to corporate conduct, Italgas has various regulatory documents, including the Code of Ethics – a document that describes the values and responsibilities that the Group recognises, accepts and shares, both internally and externally – the Organisation, Management and Control Model pursuant to Legislative Decree 231/2001 (Model 231), a Corporate Compliance Policy that outlines the principles and objectives that inspire the management systems for the prevention and combating of corruption, compliance and reporting. In particular, the Policy for the prevention and fight against corruption is based on the following principles: 1) Oppose without exception any practices of corruption, illicit favours, collusive behaviour, or solicitations, whether direct or through third parties, for personal or career advantages for oneself or others; 2) Conduct activities in compliance with anti-corruption laws, all other administrative requirements, and any additional and improved corporate regulations; 3) Develop and implement all necessary organisational and procedural solutions to prevent and combat corrupt practices; 4) Select and promote the development of suppliers in accordance with the principles of this policy, requiring them to maintain behaviour consistent with it.
The Policy is also adopted in compliance with the requirements set out by the UNI EN ISO 37001:2016 standard, "Anti-bribery management systems – Requirements and guidance for use", and the tenth principle of the Global Compact, which states that "businesses should work against corruption in all its forms, including extortion and bribery". Italgas considers the development and maintenance of the aforementioned documents and its management systems as fundamental tools for raising awareness and engaging employees and stakeholders, as well as for improving its processes. With this in mind, the objectives of the policy are the following:
(i) the minimisation of the risk of violations that could expose the organisation to sanctions, financial damage and damage to its reputation;
(ii) increasing stakeholder confidence in the organisation's ability to carry out its activities in accordance with applicable regulations and highlight any non-compliance.
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With a view to transparency and collaboration, including with regard to stakeholders, the Code of Ethics (https://www.italgas.it/en/investors/governance/business-ethics/ethical-code/) and the Policy (https://www.italgas.it/en/investors/governance/business-ethics/anticorruption-procedure/) are published on the company intranet and on the Group's website, making them accessible to anyone who is interested. For more information, refer to DR S2-2 and S2-3. In accordance with the provisions of the UNI ISO 37001:2016 standard, the Group has identified company positions with a corruption risk higher than low, in relation to which annual checks are carried out both by the internal departments set up for this purpose and by the external certification body DNV. The above-mentioned Departments are the first levels of the organisational structure of each company in the Italgas Group. Furthermore, Italgas undertakes to ensure that its directors, auditors, management, employees and all those who work to achieve the company's objectives respect the fundamental principles of the Code of Ethics, as essential behaviour for the efficiency, reliability and reputation of the company. Italgas is committed to raising awareness of corporate conduct issues, providing training on the company's Code of Ethics, Corporate Compliance Policy, Model 231, the reporting procedure and management systems dedicated to the prevention of corruption, as well as encouraging whistleblowing and compliance, and requiring acceptance of and compliance with the principles contained therein. These initiatives are aimed at its own staff and relevant stakeholders, using internal communications and specific training programmes, delivered both in the classroom and via e-learning. The Supervisory Body also supervises the effectiveness of training on the Code of Ethics. The Code of Ethics and the Corporate Compliance Policy apply to Italgas's staff and its business partners; the ultimate responsibility for the implementation of the above-mentioned documents lies with the Board of Directors and the CEO.
In accordance with European regulations on whistleblowing (EU Directive 2019/1937) and their respective national implementations, the Italgas Group has implemented a new platform for managing reports regarding, for example, working conditions, discrimination, human rights violations, and safety.
The platform 140 , available in Italian, English and Greek, allows the reporter to choose whether to send anonymous or identifiable reports, either in written or oral form. In the case of oral alerts, the channel ensures the protection of the whistleblower's voice. Sensitive data are treated with the utmost care and in full compliance with the GDPR. Even for anonymous reports, it is possible to communicate with whistleblowers through a secure mailbox to obtain further information or confirm receipt of the report.
The Procedure is widely disseminated both internally, through publication on the company intranet, notice board postings, and training activities (especially for new hires), and externally via the company's website (https://www.italgas.it/en/governance/business-ethics/reporting-procedure/).
Specifically, the Whistleblowing Management System aims to:
• encourage the reporting of suspected violations of regulations in good faith, or based on reasonable belief, without fear of reprisals;
• support and protect whistleblowers and other stakeholders involved;
140 https://segnalazioniwhistleblowing.integrityline.com/
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• reduce the risk of misconduct.
The management of reports and the related data processing for privacy purposes is carried out by each Italgas Group company through its own internal offices or through outsourcing arrangements by way of specific service contracts. The platform offers adequate guarantees to protect the confidentiality of the identity of the whistleblowers, the persons involved and the persons mentioned in the reports, as well as the contents of the reports and the related documentation.
The platform is only accessible to the Internal Audit Department, which refers reports, depending on their nature, to the Supervisory Body, the Whistleblowing Committee or the Qualified Whistleblowing Committee.
In addition, the reporting channel allows the Group to provide feedback to the whistleblower on the actions taken within 90 days of the report. To ensure that they are known and accessible, the company communicates the procedures and indicative management times transparently.
Management of relations with suppliers (G1-2)
The Italgas Group has implemented a structured workflow for managing the procure-to-pay cycle. Upon receipt of an incoming invoice, a verification and approval process begins, based on predefined thresholds and authorisation levels, before the invoice is recorded in the accounting system. The procedure ensures that, except in specific cases, authorisation and payment processing are carried out within standard contractual terms based on the invoice due date. In cases where invoices are disputed or under review, the process is suspended until the issue is resolved. With regard to the Group’s approach to relations with its suppliers and the assessments relating to sustainability matters, including the social and environmental criteria used for supplier selection, the main KPIs used by the Group are set out below:
Supplier Screening 141

Supplier Screening | u.o.m. | 2024 | 2025
Total number of Tier-1 suppliers | # | 2,350 | 4,282
Total number of significant Tier-1 suppliers | # | 275 | 217
% of total annual spend with significant Tier-1 suppliers | % | 80 | 75
Total number of significant non-Tier-1 suppliers | # | 74 | 58
Total number of significant suppliers (Tier-1 and non-Tier-1) | # | 349 | 275

141 Data collection for the purposes of the KPIs is carried out using different methods for three corporate clusters (Italian non-water companies, water business companies and Greek gas distribution companies). Tier-1 suppliers are identified according to different criteria: for Italian non-water companies through ERP data with at least one goods receipt during the year (with specific exclusions), while for water and Greek companies they are identified based on the invoiced value. Significant Tier-1 suppliers are selected according to qualitative and economic relevance parameters, complemented by managerial assessment. The share of spend with significant suppliers is calculated as the ratio between the invoiced amount of significant suppliers and the total invoiced amount. Significant non-Tier-1 suppliers include only indirect suppliers/subcontractors without direct invoicing, identified based on economic thresholds or strategic relevance, and are monitored only for Italian non-water companies. The total number of significant suppliers is the sum of direct and indirect suppliers considered relevant for their operational and strategic impact.
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Supplier Assessment and/or Development 142
Prevention and detection of corruption and bribery (G1-3)
Italgas has implemented a structured system to prevent, detect and address corruption risks and potential incidents, based on various internal regulatory instruments and an integrated Corporate Compliance policy:
• Corporate Compliance Policy, which illustrates the principles and objectives regarding the prevention of and fight against corruption, integrated compliance and reporting, aiming at an integrated compliance system to prevent and manage the risks of non-compliance;
• Anti-Corruption Compliance Standard, which provides a systemic framework of reference for internal anti-corruption regulations and describes how to prevent and manage any episodes of corruption;
• Compliance Standard “Reports received by Italgas and its subsidiaries that regulates the process of receiving, analysing and handling reports of conduct that is illegal or in conflict with the Code of Ethics and/or Model 231.
At Italgas, investigations into possible corruptive events are mainly carried out independently by the Supervisory Body, which is made up of individuals from outside the organisation and has unlimited access to company information for investigation, analysis and control activities. Investigations may be carried out with the support of the Internal Audit and Security Departments and any other departments that may be necessary for the investigations. The Anti-Corruption Management System, in accordance with ISO 37001, requires the annual sharing of the Review Report by the Compliance Department for the Prevention of and Fight Against Corruption with the Supervisory Body, the Control, Risk and Related Party Transactions Committee, the Board of Statutory Auditors and the Board of Directors. The Report documents the results of the monitoring of the
142 Significant suppliers are assessed from an ESG perspective through the CRIF-Synesgy questionnaire during the qualification, renewal and tender participation phases; the questionnaire is valid for two years and does not renew automatically. Entities exempt from the standard qualification process are excluded (e.g. Public Administrations, professionals appointed by public entities, certification bodies, law firms and notarial offices, natural persons, sole proprietorships, Group companies, entities operating in regulated sectors, start-ups and innovative SMEs). All suppliers are considered potential sources of ESG impacts and are therefore subject to monitoring. Those with significant negative impacts are required to update the questionnaire, which includes an ESG score, sector benchmark and a Corrective Action Plan, and to participate in improvement initiatives; in the event of breaches or non-compliant behaviour, contractual relationships may be suspended or terminated.

Supplier Assessment | u.o.m. | 2024 | 2025
Total number of suppliers assessed through document review (desk assessment) / on-site visits (on-site assessment) | # | 247 | 206
% of unique significant suppliers assessed | % | 70.77 | 74.9
Number of suppliers assessed with actual / potential significant negative impacts | # | 247 | 206
% of suppliers with actual / potential significant negative impacts for whom a corrective / improvement action plan has been agreed | % | 70.77 | 74.9
Number of suppliers with actual / potential significant negative impacts for whom the supply relationship has been terminated | # | 4 | 8

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management system, including any detected episodes of corruption and the related management methods. Italgas is committed to raising awareness of the Anti-Corruption Management System among its employees and suppliers. This objective is pursued through specific training programmes, delivered in the classroom or via e-learning, which are updated periodically and, in any case, at least every three years, and involve all Group staff. Furthermore, Italgas provides anti-corruption training to its suppliers that do not have an adequate training programme in this area, which is required for the purposes of qualification. Periodically, classroom training sessions are held (administrative responsibility of entities - Legislative Decree 231/2001, code of ethics and anti-corruption) involving all the top management of the Group Companies, i.e., CEOs and their front lines 143 , who represent the corporate functions with higher than low risk of corruption according to the anti- corruption risk assessment matrix. This training was also carried out during 2025. The topics covered in the training are administrative responsibility of entities, the Corporate Compliance Management Systems adopted, the code of ethics as well as the system of sanctions provided for violation of the same. Anti-corruption training covers both active and passive corruption, both public and private, with relevant examples. The training is updated at least every 3 years. Upon accepting their office, members of the administrative, management and supervisory bodies are given the relevant internal regulatory instruments and sign a declaration in which they undertake to know and abide by its principles.
Confirmed incidents of corruption or bribery (G1-4)
In 2025, in line with 2024, there were no convictions or commuted fines for corruption or bribery incidents. In any case, the internal regulatory instruments provide for the application of disciplinary sanctions – up to and including dismissal for just cause – in the event of a violation of the internal anti-corruption policy and procedures, depending on the severity of the violation 144 .
Political influence and lobbying activities (G1-5)
With regard to advocacy activities, the Group has defined clear roles and responsibilities for their management: the final responsibility for this lies with the Head of Institutional Relations and Regulatory Affairs, as there is no member of the corporate bodies with specific delegated powers regarding these issues. The issue at the basis of advocacy, lobbying and stakeholder engagement activities centres around the recognition of innovation and digitisation of the gas infrastructure as essential elements to enabling networks for the distribution of renewable gases, thus contributing to energy transition.
Below is an overview of the specific issues addressed during 2025 and any references to the related legislative dossiers:
• the strategic prospects for natural gas distribution infrastructures and their digital transformation;
• the role of biomethane and renewable gases (hydrogen) in the energy transition process;
143 The percentage of at-risk departments covered by the training programmes is 100%.
144 During 2025, no events of dismissal for just cause due to violation of the internal anti-corruption policy and procedures were recorded.
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• the redefinition of incentive schemes for biomethane production, in view of the expiry of the measures provided for by the PNRR (June 2026)
• the inclusion of road transport activities in the “virtual pipeline” provided for in the Decree of the President of the Council of Ministers identifying the works and infrastructure necessary for the phase- out of coal use in Sardinia and for the decarbonisation of the island’s industrial sectors, and the related tariff regulation;
• the management of assets in the water sector of the companies Acqualatina, Siciliacque and Acqua Campania, and other related open issues.
• participation in public conferences, such as Biogas Italy and Biomethane Connect Europe, in Paris, in March 2025, concerning the strategic role of biomethane in the Italian and European context;
• the revision of the competitive system for the award of gas distribution concession tenders;
• participation in European public consultations on the European Grid Package and the Citizens Energy Package – protecting and empowering consumers in the just transition;
• participation in European roadmaps on: European Water Resilience Strategy, European Grid Package, EU Strategy to Boost Global Climate and Energy Transition, Citizens Energy Package – protecting and empowering consumers in the just transition;
• contribution to the definition of the governance rules relating to the integration of gas distribution within the DSO Entity referred to in Regulation (EU) 2024/1789.
• support and expediting activities for funding that has already been allocated for: methanisation in Southern Italy (gas), investments funded by the National Recovery and Resilience Plan (hydrogen and water filling stations), the Development and Cohesion Fund, the National Plan for Infrastructure Investments and the Safety of the Water System, and wastewater reuse.
Italgas is registered in the European Union Transparency Register under identification number 477543424417- 73, where the contributions provided to the development of European legislation can be consulted.
The Group does not make contributions to political figures or groups, either in cash or in kind; nor is Italgas legally obliged to register with a chamber of commerce or other organisation representing interests. Finally, no member of the Board of Directors or the Board of Statutory Auditors held a comparable position in public administration (including regulatory authorities) in the two years prior to appointment in the current reporting period.
Payment practices (G1-6)
The Group's standard contractual payment terms provide the payment of supplier invoices within 60 days from the last day of the month in which the invoice is issued. This payment standard applies to 81% (97% in 2024) of invoices of the main suppliers category, namely those belonging to the “network and metering works”
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cluster 145 . In 2025, in Italy, the average days between the Group's standard contractual payment deadline and the payment of the invoice amount to approximately 22 days (26 in 2024), or 82 days (86 in 2024),from the last day of the month of invoice issuance 146 . The number of legal proceedings currently pending for late payment is 0.
Actions and resources in relation to material sustainability matters, Metrics in relation to material sustainability matters, Tracking effectiveness of policies and actions through targets (MDR-A, MDR- M, MDR-T).
The performance related to the “anti-corruption” topic is assessed in relation to the target for the renewal of the ISO 37001 certification on the management system for the prevention of and fight against corruption for the following consolidated companies of the Group: Italgas SpA, Italgas Reti, Geoside, Bludigit, Medea, Nepta, Toscana Energia, Enaon e Enaon EDA, as well as the investee Metano Sant’Angelo Lodigiano. The verification for the renewal of the certification is carried out every 3 years by an external certification body. In 2025, ISO 37001 anti-corruption certifications were kept for all the companies listed above.
Each year, Italgas has its management system for the prevention of and fight against corruption submitted for the maintenance of ISO 37001:2016 certification, which it has now obtained. The actions undertaken involve all company processes and stakeholders, guaranteeing the effective implementation of the management system for the prevention of and fight against corruption within the territory in which the Group operates.
The financial resources (OpEx), committed in 2025 and for future years to preventing and combating corruption, amount to an average of approximately 630 thousand euro annually. This figure includes the labour costs of the Compliance & Anti-Corruption Departments and the related departmental budget.
145 Invoices for this category of suppliers make up about 74% of annual invoices for Group companies in terms of value. The terms of payment of the remaining invoices are governed by their specific contractual terms.
146 The accounts payable cycle management procedure and the standard herein applies without distinction to large enterprises and SMEs. This amount was calculated on the basis of the extraction from accounting systems of payables paid in FY2024 by Group companies, as the average number of differences between the dates of invoices and the break-even date, i.e., the date of payment of invoices.
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Certification in sustainability reporting pursuant to Article 81- ter , subsection 1, of the Consob Regulation no. 11971 of 14 May 1999 as amended and supplemented
1. Pursuant to Article 154-bis , subsection 5 -ter , of Legislative Decree 58 of 24 February 1998, the undersigned Paolo Gallo and Gianfranco Amoroso, as Chief Executive Officer and Officer responsible for the preparation of financial reports of the Italgas Group respectively, certify that the sustainability report included in the Directors’ report has been prepared:
a) in accordance with the reporting standards applied pursuant to Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 and Legislative Decree no. 125 of 6 September 2024;
b) with the specifications adopted pursuant to Article 8, subsection 4 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020.
2. In this regard, no significant facts of note emerged.
Date: 3 March 2026

Chief Executive Officer Paolo Gallo | The officer responsible for the preparation of financial reports Gianfranco Maria Amoroso

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203
204
205
206
207
CONSOLIDATED FINANCIAL STATEMENTS
ITALGAS CONSOLIDATED FINANCIAL REPORT AS AT 31 DECEMBER 2024 - FINANCIAL STATEMENTS
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Consolidated Statement of Financial Position

|  | As of 31 December 2024 |  | As of 31 December 2025
(€ thousands) | Notes | Total | of which, related parties |  | Total | of which, related parties
ASSETS |  |  |  |  |  |
Cash and cash equivalents | (7) | 402,662 |  |  | 531,933 |
Current financial assets | (8) | 3,592 | 2,125 |  | 4,004 | 2,890
Trade and other receivables | (9) | 905,092 | 234,138 |  | 1,407,264 | 372,435
Inventories | (10) | 57,232 |  |  | 74,719 |
Current tax receivables | (11) | 0 |  |  | 589 |
Other current financial assets | (20) | 5,878 |  |  | 4,547 |
Other current non-financial assets | (12) | 232,559 | 288 |  | 284,674 | 1,961
Total current assets |  | 1,607,015 |  |  | 2,307,730 |
Property, plant and equipment | (13) | 383,327 |  |  | 488,059 |
Intangible assets | (14) | 8,833,270 |  |  | 14,735,723 |
Investments accounted for using the equity method | (15) | 155,715 |  |  | 166,778 |
Non-current financial assets | (16) | 339,747 | 1,570 |  | 349,295 | 23,185
Non-current tax receivables | (11) | 17,612 |  |  | 20,360 |
Other non-current financial assets | (20) | 10,982 |  |  | 8,730 |
Other non-current non-financial assets | (12) | 619,322 | 406 |  | 546,613 | 524
Total non-current assets |  | 10,359,975 |  |  | 16,315,558 |
Assets held for sale | (17) | 5,351 |  |  | 246,741 |
TOTAL ASSETS |  | 11,972,341 |  |  | 18,870,029 |
LIABILITIES AND EQUITY |  |  |  |  |  |
Current financial liabilities | (18) | 980,569 | 4,580 |  | 975,322 | 4,227
Trade and other payables | (19) | 1,184,609 | 64,410 |  | 1,775,822 | 86,625
Current tax liabilities | (11) | 25,562 |  |  | 2,569 |
Other current financial liabilities | (20) | 0 | 0 |  | 87 | 0
Other current non-financial liabilities | (21) | 14,063 | 1,093 |  | 45,653 | 9,585
Total current liabilities |  | 2,204,803 |  |  | 2,799,453 |
Non-current financial liabilities | (18) | 6,205,299 | 141,566 |  | 10,440,320 | 266,442
Provisions for risks and charges | (22) | 92,122 |  |  | 120,390 |
Provisions for employee benefits | (23) | 61,279 |  |  | 80,450 |
Deferred tax liabilities | (24) | 48,345 |  |  | 12,243 |
Other non-current non-financial liabilities | (21) | 566,985 |  |  | 1,239,638 |
Total non-current liabilities |  | 6,974,030 |  |  | 11,893,041 |
Liabilities directly associated with non-current assets |  | 0 | 0 |  | 11,584 | 0
TOTAL LIABILITIES |  | 9,178,833 |  |  | 14,704,078 |
EQUITY | (25) |  |  |  |  |
Share capital |  | 1,003,844 |  |  | 1,257,355 |
Other reserves |  | 175,584 |  |  | 940,449 |
Retained earnings |  | 799,635 |  |  | 948,789 |
Profit for the year |  | 478,854 |  |  | 672,320 |
Equity attributable to the Owners of the parent company |  | 2,457,917 |  |  | 3,818,913 |
Non-controlling interests |  | 335,591 |  |  | 347,038 |
TOTAL EQUITY |  | 2,793,508 |  |  | 4,165,951 |
TOTAL LIABILITIES AND EQUITY |  | 11,972,341 |  |  | 18,870,029 |

The accompanying notes are an integral part of these Consolidated Financial Statements
ITALGAS CONSOLIDATED FINANCIAL REPORT AS AT 31 DECEMBER 2024 - FINANCIAL STATEMENTS
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Consolidated Income Statement

|  | For the year ended 31 December 2024 |  | For the year ended 31 December 2025
(€ thousands) | Notes | Total | of which, related parties |  | Total | of which, related parties
Revenues |  | 2,478,644 | 744,304 |  | 3,508,303 | 1,008,788
Other income |  | 60,792 | 6,835 |  | 80,846 | 9,542
Total revenues and other income | (27) | 2,539,436 |  |  | 3,589,149 |
Costs for raw materials, consumables, supplies and goods |  | (168,459) | (6,622) |  | (190,307) | (8,246)
Costs for services |  | (604,545) | (10,198) |  | (860,849) | (13,706)
Lease expenses |  | (102,496) | (1,235) |  | (153,106) | (2,700)
Personnel costs |  | (285,133) |  |  | (401,081) |
Impairment of trade receivables net |  | 822 |  |  | (2,605) |
Other expenses |  | (60,921) | (86,154) |  | (76,963) | (104,544)
Total costs and other expenses | (28) | (1,220,732) |  |  | (1,684,911) |
Amortisation, depreciation and impairment of assets | (29) | (536,555) |  |  | (693,087) |
Operating result |  | 782,149 |  |  | 1,211,151 |
Financial expense |  | (149,566) | (1,171) |  | (257,309) | (5,477)
Financial income |  | 28,521 | 253 |  | 21,424 | 1,549
Gain/(loss) on derivative financial instruments measured at fair value |  | 379 |  |  | (493) |
Total net financial expense | (30) | (120,666) |  |  | (236,378) |
Share of the profit of investments in associates/joint ventures |  | 9,945 | 9,945 |  | 8,701 | 8,701
Other income (expense) from equity investments |  | 1,264 |  |  | 2,188 |
Total net income from equity investments | (31) | 11,209 |  |  | 10,889 |
Profit before taxes |  | 672,692 |  |  | 985,662 |
Income taxes | (32) | 165,257 |  |  | 279,867 |
Profit for the year |  | 507,435 |  |  | 705,795 |
Attributable to: |  |  |  |  |  |
Owners of the parent company |  | 478,854 |  |  | 672,320 |
Non-controlling interests |  | 28,581 |  |  | 33,475 |
Earnings per share (€ per share) | (33) |  |  |  |  |
- basic and diluted from continuing operations |  | 0.59 |  |  | 0.73 |
- total basic and diluted |  | 0.59 |  |  | 0.72 |

The accompanying notes are an integral part of these Consolidated Financial Statements
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Consolidated Statement of Comprehensive Income

(€ thousands) |  | For the year ended 31 December 2024 |  | For the year ended 31 December 2025
Profit for the year |  | 507,435 |  | 705,795
Other comprehensive income |  |  |  |
Components that may be reclassified subsequently to the income statement: |  |  |  |
Fair value gain/(loss) arising form hedging instruments during the period |  | (13,543) |  | (3,178)
Tax effect |  | 3,251 |  | 763
Total components that may be reclassified subsequently to the income statement |  | (10,292) |  | (2,415)
Components that will not be reclassified to the income statement: |  |  |  |
Actuarial gains (losses) from remeasurement of defined benefit plans for employees |  | (626) |  | (1,008)
Change in fair value of investments measured at FVTOCI |  | 112 |  | (1,359)
Tax effect |  | 142 |  | 665
Total components that will not be reclassified to the income statement |  | (372) |  | (1,702)
Total other components of comprehensive income, net of tax effect |  | (10,664) |  | (4,117)
Total comprehensive income for the year |  | 496,771 |  | 701,678
Attributable to Owners of the parent company |  | 467,371 |  | 668,204
Attributable to non-controlling interests |  | 29,400 |  | 33,474

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Consolidated Statement of changes in Equity

(€ thousands) | Share capital | Consolidation reserve | Share premium reserve | Legal reserve | Reserve for defined benefit plans for employees, net of tax effect | Fair value reserve for cash flow hedge derivatives, net of tax effect | Reserve for business combinations under common control | Stock grant reserve | Fair value valuation reserve for equity investments | Other reserves | Retained Earnings | Profit for the year | Equity attributable to owners of the parent company | Non-controlling interests | Total equity
Balance as of 1 January 2023 (a) (Note 25) | 1,003,228 | (323,907) | 626,252 | 200,646 | (7,024) | 22,683 | (349,839) | 9,417 | 238 | 13,063 | 645,747 | 439,568 | 2,280,072 | 320,672 | 2,600,744
2024 profit for the year |  |  |  |  |  |  |  |  |  |  |  | 478,854 | 478,854 | 28,581 | 507,435
Other components of comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Components that may be reclassified subsequently to the income statement: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
-Fair value gain/(loss) arising from hedging instruments during the period, net of tax effect |  |  |  |  |  | (11,159) |  |  |  |  |  |  | (11,159) | 867 | (10,292)
Components will not be reclassified to the income statement: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
- Actuarial gains (losses) from remeasurement of defined benefit plans for employees, net of tax effect |  |  |  |  | (405) |  |  |  |  |  |  |  | (405) | (48) | (453)
- Change in fair value of investments measured at FVTOCI, net of tax effect |  |  |  |  |  |  |  |  | 81 |  |  |  | 81 |  | 81
Total comprehensive income 2024 (b) |  |  |  |  | (405) | (11,159) |  |  | 81 |  |  | 478,854 | 467,371 | 29,400 | 496,771
Transactions with shareholders: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
- Allocation of 2023 profit for the year |  |  |  | 123 |  |  |  |  |  |  | 439,445 | (439,568) |  |  |
- Dividends to Owners of the parent company |  |  |  |  |  |  |  |  |  |  | (285,557) |  | (285,557) |  | (285,557)
- Dividends to non-controlling interests |  |  |  |  |  |  |  |  |  |  |  |  |  | (14,179) | (14,179)
- Change in Stock grant reserve | 616 |  | 2,143 |  |  |  |  | (1,185) |  | (616) |  |  | 958 |  | 958
- Change in scope of consolidation |  |  |  |  |  |  |  |  |  |  |  |  | 0 | 668 | 668
Total transactions with shareholders (c) | 616 |  | 2,143 | 123 |  |  |  | (1,185) |  | (616) | 153,888 | (439,568) | (284,599) | (13,511) | (298,110)
Other changes in shareholders’ equity (d) |  |  |  |  |  |  |  |  |  | (4,927) |  |  | (4,927) | (970) | (5,897)
Balance as at of 31 December 2024 (e=a+b+c+d) (Nots 25) | 1,003,844 | (323,907) | 628,395 | 200,769 | (7,429) | 11,524 | (349,839) | 8,232 | 319 | 7,520 | 799,635 | 478,854 | 2,457,917 | 335,591 | 2,793,508

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(€ thousands) | Share capital | Consolidation reserve | Share premium reserve | Legal reserve | Reserve for defined benefit plans for employees, net of tax effect | Fair value reserve for cash flow hedge derivatives, net of tax effect | Reserve for business combinations under common control | Stock grant reserve | Fair value valuation reserve for equity investments | Other reserves | Retained Earnings | Profit for the year | Equity attributable to owners of the parent company | Non-controlling interests | Total equity
Balance as of 1 January 2024 (a) (note 25) | 1,003,844 | (323,907) | 628,395 | 200,769 | (7,429) | 11,524 | (349,839) | 8,232 | 319 | 7,520 | 799,635 | 478,854 | 2,457,917 | 335,591 | 2,793,508
2025 profit for the year |  |  |  |  |  |  |  |  |  |  |  | 672,320 | 672,320 | 33,475 | 705,795
Components that may be reclassified subsequently to the income statement: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
-Fair value gain/(loss) arising from hedging instruments during the period, net of tax effect |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Components will not be reclassified to the income statement: |  |  |  |  |  | (2,415) |  |  |  |  |  |  | (2,415) | 0 | (2,415)
- Actuarial gains (losses) from remeasurement of defined benefit plans for employees, net of tax effect |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
- Change in fair value of investments measured at FVTOCI, net of tax effect |  |  |  |  | (722) |  |  |  |  |  |  |  | (722) | (1) | (723)
Components that may be reclassified subsequently to the income statement: reclassifiable to the income statement: |  |  |  |  |  |  |  |  | (979) |  |  |  | (979) |  | (979)
Total comprehensive income 2025 (b) |  |  |  |  | (722) | (2,415) |  |  | (979) |  |  | 672,320 | 668,204 | 33,474 | 701,678
Transactions with shareholders: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
- Allocation of 2024 profit for the year |  |  |  | 127 |  |  |  |  |  |  | 478,727 | (478,854) |  |  |
- Dividends to Owners of the parent company |  |  |  |  |  |  |  |  |  |  | (329,573) |  | (329,573) |  | (329,573)
- Capital contribution from non-controlling interests | 251,644 |  | 753,161 |  |  |  |  |  |  |  |  |  | 1,004,805 |  | 1,004,805
- Dividends to non-controlling interests |  |  |  |  |  |  |  |  |  |  |  |  |  | (22,393) | (22,393)
- Change in Stock grant reserve | 634 |  | 2,312 |  |  |  |  | 2,770 |  |  |  |  | 5,716 |  | 5,716
- Change in employee share ownership plan | 1,233 |  | 6,703 |  |  |  |  |  |  | 411 |  |  | 8,347 |  | 8,347
- Change in scope of consolidation |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,742 | 1,742
Total transactions with shareholders (c) | 253,511 |  | 762,176 | 127 |  |  |  | 2,770 |  | 411 | 149,154 | (478,854) | 689,295 | (20,651) | 668,644
Other changes in shareholders’ equity (d) |  |  | (2,999) |  |  |  |  |  |  | 6,496 |  |  | 3,497 | (1,376) | 2,121
Balance as of 31 December 2025 (e=a+b+c+d) (Nots 25) | 1,257,355 | (323,907) | 1,387,572 | 200,896 | (8,151) | 9,109 | (349,839) | 11,002 | (660) | 14,427 | 948,789 | 672,320 | 3,818,913 | 347,038 | 4,165,951

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Consolidated Statement of Cash Flow

(€ thousands) | Note | For the year ended 31 December 2024 | For the year ended 31 December 2025
Profit for the year |  | 507,435 | 705,795
Adjustments for: |  |  |
Amortisation, depreciation and impairment of assets | (29) | 536,555 | 693,087
Share of the profit of investments in associates/joint ventures |  | (9,945) | (8,701)
Other income from equity investments (net of dividends received) |  | (1,264) | (2,188)
Stock grant |  | (931) | 7,610
(Gains)/Losses arising from the disposal of non-current assets |  | 37,868 | 38,833
Financial income |  | (28,900) | (20,931)
Financial expense |  | 149,547 | 257,309
Income taxes | (32) | 165,257 | 279,867
Change in provisions for employee benefits |  | (7,094) | (13,502)
Changes in working capital: |  |  |
- Inventories |  | 25,952 | (2,501)
- Trade receivables |  | (191,383) | (103,065)
- Trade payables |  | (43,114) | 12,212
- Provisions for risks and charges |  | (19,955) | (39,682)
- Other assets |  | 121,761 | 84,773
- Other liabilities |  | (22,481) | 173,282
Dividends cashed in |  | 961 | 1,150
Financial income collected |  | 13,646 | 6,437
Financial expense paid |  | (107,364) | (180,823)
Income taxes paid, net of tax credits reimbursed |  | (27,836) | (263,899)
Net cash flow from operating activities |  | 1,098,715 | 1,625,063
of which, related parties | (36) | 805,594 | 1,011,817
Investments: |  |  |
- Property, plant and equipment |  | (33,489) | (43,027)
- Intangible assets |  | (859,179) | (1,044,274)
- Business combinations, net of cash acquired |  | 51,231 | (2,062,801)
- Equity investments |  | (15,810) | (4,835)
- Change in financial receivables instrumental to operating activities |  | (16,589) | (3,782)
- Change in financial receivables not instrumental to operating activities |  | 0 | (45)
- Change in payables for investments |  | 36,967 | (15,406)
Disinvestments: |  |  |
- Beni disponibili per la vendita |  |  | 3,016
- Property, plant and equipment |  | 3,323 | 2,083
- Intangible assets |  | 11,158 | 75
- Equity investments |  | 2,256 | 0
- Change in receivables for disinvestments |  | 10,998 | 0
Net cash flow used in investing activities |  | (809,134) | (3,168,996)
Proceeds from non-current financial debt |  | 1,167,540 | 2,407,712
Repayment of non-current financial debt |  | (982,774) | (1,324,539)
Increase in current financial debt |  | 11,672 | (15,363)
Apporti di capitale da terzi |  | 0 | 999,378
Proceeds from financial asset |  | 656 | 1,439
Dividends paid |  | (299,837) | (348,718)
Repayment of lease liabilities |  | (34,139) | (46,705)
Net cash flow from/ (used in) financing activities |  | (136,882) | 1,673,204
of which, related parties | (36) | 31,263 | (5,526)
Net cash flow for the year |  | 152,699 | 129,271
Opening cash and cash equivalents | (7) | 249,963 | 402,662
Closing cash and cash equivalents | (7) | 402,662 | 531,933

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Notes to the Consolidated Financial Statements
Company Information
The Italgas Group, comprising the parent company Italgas S.p.A. and its subsidiaries (collectively referred to as “Italgas”, “Italgas Group” or “Group”), operates in the regulated activities of natural gas distribution, water services and energy efficiency.
Italgas S.p.A. is a joint stock company incorporated under Italian law and listed on the Milan Stock Exchange, with registered offices in Milan, via Carlo Bo 11.
CDP S.p.A. has “de facto” control over Italgas S.p.A. pursuant to the accounting principle IFRS 10 “Consolidated Financial Statements”.
As December 31, 2025, CDP S.p.A. holds, directly through CDP Reti S.p.A. 147 25.9% stake in Italgas S.p.A. and, indirectly through Snam S.p.A., a 3.57% stake.
The parent company, Italgas S.p.A ., is not subject to direction and coordination activities. Italgas S.p.A. exercises direction and coordination activities over its subsidiaries pursuant to Articles 2497 et seq. of the Italian Civil Code .
1) Basis of preparation
The Consolidated Financial Statements have been prepared in accordance with the IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and adopted by the European Commission according to the procedure pursuant to Article 6 of (EC) Regulation no. 1606/2002 of the European Parliament and of the Council of 19 July 2002 and pursuant to Article 9 of Legislative Decree no. 38/2005. The IFRS also include the International Accounting Standards (“IAS”) as well as the interpretive documents still in force issued by the IFRS Interpretations Committee (“IFRS IC”), including those previously issued by the International Financial Reporting Interpretations Committee (“IFRIC”) and, before that, by the Standing Interpretations Committee (“SIC”).
In the 2025 Consolidated Financial Statements, the same consolidation principles and valuation criteria as the previous year are applied, except for the international accounting standards that came into effect on 1 January 2025, as detailed in the following section “Accounting principles and interpretations applicable from 2025” of these Consolidated Financial Statements.
The Consolidated Financial Statements are prepared on a going-concern basis, using the historical cost method, considering, where appropriate, value adjustments with the exception of the items which, according to IFRS, must be measured at fair value , as described in the valuation criteria.
Consolidated Financial Statements as at 31 December 2025 were approved and authorised for publication by the Board of Directors of Italgas S.p.A. in the meeting of 03 March 2026. The Italgas S.p.A. Consolidated Financial Statements as at 31 December 2025 are subjected to audit by Deloitte & Touche S.p.A..
The Consolidated Financial Statements are presented in Euro. Amounts in the Consolidated Financial Statements and related Notes, considering their significance, are expressed in thousands of Euro, unless otherwise indicated.
Certain information contained in the Notes to the Consolidated Financial Statements, when extracted from the XHTML format into an XBRL instance document, due to certain technical limitations, may not be reproduced identically to the corresponding information displayed in the Consolidated Financial Statements in XHTML format.
147 CDP S.p.A. holds 59.10%.
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Accounting standards, amendments and interpretations issued by the IASB (International Accounting Standards Board), approved by the European Union (EU) that came into effect on 1 January 2025
On 1 January 2025, “Amendments to IAS 21 – Lack of Exchangeability”, published by the IASB on 15 August 2023, came into effect in the European Union. The amendment introduces consistent criteria to assess whether a currency is exchangeable and, if not, to determine the exchange rate to apply, and the information to provide in the explanatory notes. The adoption of these amendment had no effect on the Consolidated Financial Statements of the Group.
ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS OF IFRS ACCOUNTING STANDARDS ENDORSED BY THE EUROPEAN UNION, NOT YET EFFECTIVE AND NOT EARLY ADOPTED BY THE GROUP AS AT 31 DECEMBER 2025
At the date of this document, the following measures have been endorsed by the EU, but are not yet effective nor early adopted by the Group.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments (30 May 2024). The amendments clarify aspects that arose from the post-implementation review of IFRS 9, with a particular focus on: (i) the classification of financial liabilities with returns linked to ESG targets and criteria for passing the SPPI test; (ii) the settlement date for liabilities settled through electronic payment systems, with the possibility to bring forward derecognition in the presence of specific conditions; (iii) the introduction of new disclosure requirements, in particular for investments in equity instruments designated at FVOCI.
Amendments to Contracts Referencing Nature-Dependent Electricity – IFRS 9 and IFRS 7 (18 December 2024). The amendments address the accounting of renewable power purchase agreements characterised by variable quantities dependent on natural factors. In particular: (i) they clarify the application of the “own-use” requirement; (ii) they define criteria for qualification as hedging instruments; (iii) they introduce new disclosures on financial effects and cash flows.
Annual Improvements – Volume 11 (18 July 2024). The document introduces clarifications, simplifications and corrections to improve the consistency of application of the IFRS, involving IFRS 1; IFRS 7; IFRS 9; IFRS 10 and IAS 7.
IFRS 18 – Presentation and Disclosure in Financial Statements (9 April 2024, approved by the European Commission under Regulation (EU) 2026/338 of 13 February 2026) . The new standard will replace IAS 1 and aims to improve the presentation of financial statements, in particular the income statement, by introducing: (i) three new sections (operating, investment, financial); (ii) new mandatory subtotals (operating result and EBIT); (iii) more information about management-defined performance indicators; (iv) new criteria for aggregation and disaggregation; (v) changes to the statement of cash flow, including the elimination of certain classification options.
Entry into force from 1 January 2027, with early application permitted.
The administrators are currently assessing the possible effects of introducing the new principles.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET ENDORSED BY THE EUROPEAN UNION
At the reporting date, the following standards are not yet endorsed by the EU.
IFRS 19 – Subsidiaries without Public Accountability: Disclosures (9 May 2024, amended on 21 August 2025) . The standard introduces disclosure simplifications for subsidiaries that: (i) do not have listed instruments; (ii) belong to groups that prepare IFRS consolidated financial statements.
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Entry into force from 1 January 2027.
IFRS 14 – Regulatory Deferral Accounts (30 January 2014) . The standard allows exclusively first-time adopters of IFRS to continue reporting regulatory assets and liabilities according to previous accounting standards.
The administrators are currently assessing the possible effects of introducing the new principles.
Other IFRS updates
IFRS Accounting Taxonomy 2025
On 27 March 2025, the IFRS Foundation published the IFRS Accounting Taxonomy 2025, which updates digital reporting including: (i) the new requirements of IFRS 18; (ii) the changes to nature-dependent electricity contracts; (iii) the amendments to IFRS 9, IFRS 7 and the Annual Improvements.
The administrators are currently assessing the possible effects of introducing the new principles.
2) Financial Statements
The formats adopted for the preparation of the financial statements are consistent with the provisions of IAS 1 - “Presentation of financial statements” (“IAS 1”). In particular:
• the Consolidated Statement of Financial Position items are broken down into assets and liabilities, and then further into “current or non-current items 148 ”;
• the Consolidated Income Statement classifies costs by nature, since this is deemed to be the best way of representing the Group’s operations and it is in line with international best practice;
• the Consolidated Statement of Comprehensive Income shows the profit or loss in addition to the income and expense recognised directly in equity as expressly provided for by the IFRS;
• the Consolidated Statement of changes in Equity reports the total income (expense) for the financial year, shareholder transactions and the other changes in equity;
• the Consolidated Statement of Cash Flows is prepared using the “indirect” method, adjusting the profit for the year for non-monetary components.
It is believed that these statements adequately represent the Group’s situation with regard to its Statement of Financial Position, Income Statement and Statement of Cash Flows.
With regard to the Consob Resolution no. 15519 of 28 July 2006, the balances of receivables/payables and transactions with related parties, described in more detail in the note “Related party transactions”, are shown separately in the Consolidated Financial Statements .
3) Consolidation principles
The Consolidated Financial Statements include the financial statements of Italgas S.p.A. and those of the entities over which the Company has the right to exercise direct or indirect control, as defined by IFRS 10 – “Consolidated Financial Statements”. Specifically, control exists where the controlling entity simultaneously:
• has the power to make decisions concerning the affiliate;
• is entitled to receive a share of or is exposed to the variable profits and losses of the affiliate;
• is able to exercise power over the affiliate in such a way as to affect the amount of its economic returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
148 The assets and liabilities are classified as current if: (i) their realisation/settlement is expected in the company’s normal operating cycle or within twelve months after the financial year-end; (ii) they are composed of cash or cash equivalents which do not have restrictions on their use over the twelve months following the year-end date; (iii) they are mainly held for trading purposes; or (iv) with reference to liabilities, the company does not have the unconditional right to defer settlement of the liability for at least twelve months from the financial year closing date.
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Subsidiaries, joint ventures, associates and other significant equity investments are indicated separately in the Appendix “Subsidiaries, associates and equity investments of Italgas S.p.A. as at 31 December 2025”, which is an integral part of these notes.
All financial statements of consolidated companies close at 31 December and are presented in Euro.
Companies included in the scope of consolidation
Subsidiaries are fully consolidated on a line-by-line basis (“ full consolidation ”) from the date the Company obtains control (either directly or indirectly) and are deconsolidated from the date the Company loses control. In the event of loss of control, the Group derecognises the assets (including goodwill) and liabilities of the subsidiary, any non-controlling interests and other equity components related to the subsidiary and recognises the fair value of any consideration received for the transaction. Any investment held in the previously subsidiary is measured at fair value on the date control is lost.
The equity shares and profit or loss attributable to non-controlling interests are separately recorded in specific items of Equity, Income Statement and Statement of Comprehensive Income.
Changes in the equity investments held (either directly or indirectly) by the Company in subsidiaries that do not result in a change in the qualification of the investment as a subsidiary are recorded as equity transactions. The carrying amount of the equity attributable to the owners of the parent company and attributable to non- controlling interests are adjusted to reflect the change in the equity investment. The difference between the carrying amount of non-controlling interests and the fair value of the consideration paid or received is recorded directly under equity attributable to owners of the parent company.
Otherwise, the sale of interests that result in the loss of control leads to recognition in the income statement of: (i) any gains or losses calculated as the difference between the consideration received and the corresponding portion of equity sold; (ii) the effect of the revaluation of any remaining equity investment held to align it with its fair value ; and (iii) any amounts recorded in other components of comprehensive income related to the former subsidiary, for which reversal to the income statement is required. The fair value on the date of loss of control of any remaining equity investment held represents the new carrying amount of the equity investment, and, therefore, the value for the subsequent valuation of the equity investment according to the applicable valuation criteria.
All intra-group balances and transactions, including any unrealised gains and losses on intra-group transactions, are eliminated in the preparation of the Consolidated Financial Statements.
Investments in associates and joint ventures
An associate is an affiliate over which the Group holds significant influence, meaning the power to participate in the determination of the financial and operating policies, but without having control or joint control 149 . It is presumed that the investor has significant influence (unless proven otherwise) if it holds, directly or indirectly through subsidiaries, at least 20% of the exercisable voting rights.
A joint venture is a joint arrangement in which the parties holding joint control have rights to the net assets of the arrangement and, therefore, have an interest in the jointly controlled corporate vehicle.
The economic results and the assets and liabilities of associates and joint ventures are recognised, in the Consolidated Financial Statements, using the equity method, starting from the date the Group holds a significant influence or joint control, respectively, except in cases where they are classified as held for sale.
The Consolidated Financial Statements include the Group’s share of profit or loss of subsidiaries recognized using the equity method until the date when significant influence or joint control ceases.
Business combinations
149 Joint control is the contractual sharing of control pursuant to an agreement, which exists only where the unanimous consent of all the parties that share power is required for decisions relating to significant activities.
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Business combinations are recognized using the acquisition method, as required by IFRS 3 - “Business Combinations”. Accordingly, the consideration transferred in a business combination is determined as of the control acquisition date and is equal to the fair value of the transferred assets, the liabilities incurred or assumed, as well as any equity instruments issued by the acquirer. Directly attributable costs of the transaction are recognized to the income statement when incurred.
Goodwill arising from the acquisition of control of an equity investment or a business unit represents the excess of the acquisition cost (defined as the sum of the considerations transferred in the business combination) over the fair value of identifiable assets, liabilities and contingent liabilities of the acquired entity at the acquisition date. Any residual difference, if negative, is recognised in the income statement as a bargain purchase gain.
Any adjustments to goodwill may be recognised during the measurement period (which cannot exceed one year from the acquisition date) as a result of subsequent changes in the fair value of the contingent consideration or the determination of the fair value of assets and liabilities acquired, if these were provisionally recognised at the acquisition date and if such changes are determined as adjustments based on new information regarding facts and circumstances existing at the date of the business combination.
In the case of acquisition of a non-total controlling interest, the goodwill and, correspondingly, the share attributable to non-controlling interests may be determined at the acquisition date either based on the acquired percentage of control (the “ partial goodwill method ”) or by measuring the share attributable to non-controlling interests at fair value (the “ full goodwill method ”). The choice of the goodwill determination method (“ Partial goodwill method ” or “ Full goodwill method ”) is made selectively for each business combination.
If the cases of acquiring control in stages, the acquisition cost is determined by adding the fair value of the previously held equity investment in the acquired entity to the amount paid for the additional interest. The difference between the fair value of the previously held equity investment, re-measured at the acquisition date, and its carrying amount is recognised in the income statement. Upon the acquisition of the control, any components previously recorded in other comprehensive income are reclassified to the income statement or to another item of equity, if the reversal to the income statement is not required.
Business combinations involving entities under joint control
Business combinations involving companies that are ultimately controlled by the same company or companies before and after the business combination, where such control is not temporary, are classed as “ Business combinations of entities under common control ”. These transactions are excluded from the scope of IFRS 3 and are not governed by other IFRS. In the absence of a specific accounting standard, the selection of the accounting principle for such transactions, where significant influence over future cash flows cannot be established, is guided by the principle of prudence, leading to the application of the continuity of values method for the acquired net assets. The assets are recognised at their carrying amount as reflected in the financial statements of the acquired companies before the transaction or, if available, at the values resulting from the consolidated financial statements of the common ultimate parent company. In relation to transfers of business under common control, the receiving entity must recognised the transferred business at its historical carrying amount, increasing its equity by an equal amount. The transferring entity will symmetrically recognise the equity investment in the receiving entity for an amount equal to the increase in the equity of the latter.
This accounting treatment is based on the Preliminary Guidelines on IFRS (OPI 1 Revised) - “Accounting treatment of business combinations of entities under common control in the separate and consolidated financial statements” issued by Assirevi in October 2016.
4) Material accounting policies
The most significant accounting policies adopted when preparing the Consolidated Financial Statements are described below.
Property, plant and equipment
Property, plant and equipment are recognised at the purchase or production cost, including directly attributable ancillary costs needed to make the assets available for use.
Property, plant and equipment may not be revalued, even through the application of specific laws.
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Costs for improvements, upgrades and transformations that increase the value of property, plant and equipment are recognized as assets when it is probable that they will increase the future expected economic benefits. Replacement costs of identifiable components of complex assets are recognized as assets and depreciated over their useful life. The residual carrying amount of the replaced component is charged to the income statement. Ordinary maintenance and repair expenses are recognized to the income statement in the period when they are incurred.
If impairment indicators are present, the carrying amount of property, plant and equipment is tested for potential impairment (refer to the section “Impairment of property, plant and equipment and intangible assets with a finite useful life” for further details).
Rights of use
A contract is, or contains, a lease if it grants an entity the right to control the use of an identified asset for a certain period of time in exchange for a consideration.
For leases with a term over 12 months, (i) an asset, within the “Property, plant and equipment”, as the right of use of the asset and (ii) a financial liability, representing the obligation to make the lease payments envisaged by the contract, are recognised to the financial statements at the commencement date, when the asset is made available for use.
The cost of the asset consisting of right of use includes:
a) the amount of the initial measurement of the lease liability;
b) lease payments due on or before the commencement date, net of any lease incentives received;
c) initial direct costs incurred;
d) costs for dismantling and restoring the site.
Lease liabilities include the following payments for the right to use the underlying asset over the lease term that remain unpaid as at the commencement date:
a) fixed payments, net of any lease incentives receivable;
b) variable payments due for the lease that depend on an index or rate;
c) amounts payable as residual value guarantees;
d) the exercise price of the purchase option when it is the reasonably certain the option will be exercised;
e) termination penalties when the lease is expected to be terminated.
The discount rate used is the implicit interest rate of the lease for the lease term. If this rate cannot be easily determined, the Group’s incremental borrowing rate, taking into account the frequency and payments under the lease agreement, is used.
After initial recognition, the right-of-use asset is systematically amortised over each period, at the lower of the lease term and the residual useful life of the underlying asset. Amortisation begins on the lease commencement date. In the event of impairment, regardless of the amortisation already recognized, the asset is written down in accordance with the criteria outlined in the Impairment of non-financial assets principle.
Lease term is calculated by considering the “non-cancellable” period, together with periods covered by an extension or early termination option, whose exercise is deemed reasonably certain using information available at the inception date. In significant changes occur in facts and circumstances under the Group’s control that would modify the assessment of the reasonable certainty of exercising the options, the Group will reassess the lease term.
As permitted by IFRS 16, the Group has applied the exemptions for short-term leases, i.e. leases with a duration of less than 12 months, and for leases related to assets of low value.
Depreciation of property, plant and equipment
Property, plant and equipment are systematically depreciated on a straight-line basis over their useful life, defined as the period during which the asset is expected to be usable by the entity. Depreciation begins when the asset is available and ready for use.
The depreciable amount is represented by the carrying amount, reduced by the estimated net realisable value at the end of its useful life, if significant and reasonably determinable.
The table below shows the annual depreciation rates used for the current year, unchanged from the comparative year:

| Annual depreciation rate (%)
Land and building |
- Industrial buildings | 2%
- Civil buildings | 3%
Plant and equipment |
- Other plant and equipment | 4% - 8.3%
Industrial and commercial equipment |
- Office furniture and machinery | 10% - 33.3%
- Vehicles | 20% - 25%
Rights of use | Depending on the term of the lease agreements

When an item included in “Property, plant and equipment” consists of several significant components with different useful lives, depreciation is applied to each component separately (“component approach”).
Land, even when purchased together with a building, construction in progress, advances and assets held for sale are not depreciated (for more details, refer to section “Assets held for sale”).
Depreciation rates are reviewed annually and adjusted if no longer appropriately reflect the expected future benefits. Any changes to the depreciation plan, resulting in a revision of the asset’s useful life, its residual value or the method of obtaining economic benefits from the asset is recognised for prospectively.
Assets that can be freely transferred are depreciated over the term of the concession or the asset’s useful life, if shorter.
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Intangible assets
Intangible assets are assets without identifiable physical substance, but are identifiable, controlled by the company and capable of producing future economic benefits, as well as goodwill, when acquired for consideration. Intangible assets are recognised at the cost of purchase or internal production, when its probable that their use will generate future economic benefits and their cost can be reliably determined.
Revaluations are not permitted, even under specific laws.
Development costs are recognised as intangible assets only when the Group can prove the technical feasibility of completing the intangible asset, as well as the ability, intention and availability of resources to complete the asset for use or sale. Research costs are recognised in the income statement.
Intangible assets with a defined useful life are measured at cost, net of accumulated amortisation and impairment losses.
Goodwill and other intangible assets with an indefinite useful life are not amortised but are tested for impairment at each reporting date, as required by IAS 36, to determine if any impairment losses need to be reflected in the financial statements.
Intangible assets are derecognised when the disposal of or when no future economic benefit is expected from their use; the related gain or loss is recognised in the income statement.
Service concession arrangements
Intangible assets include service concession agreements between the public and private sectors for the development, financing, management and maintenance of infrastructures under concession where the grantor: (i) controls or regulates the services provided by the operator through the infrastructure and the applicable price; and (ii) controls, through ownership, entitlement to benefits, or otherwise, any significant residual interest in the infrastructure at the end of the concession. The accounting provisions for the service concession agreements are applicable for the Italgas Group as a public service distributor of natural gas and other gases and the integrated water service or where Italgas Group is committed to providing the public service distribution of natural gas or the public water transport and distribution service at the tariff established in Italy by the Italian Regulatory Authority for Energy, Networks and Environment (ARERA) and in Greece by the Regulatory Authority for Energy Waste and Water (RAEWW or ΡΑAEY, each separately or jointly “Authority”), holding the right to use the infrastructure, controlled by the grantor, to deliver the public service.
The Group applies the intangible asset model as provided by IFRIC 12 for accounting service concession agreements. The intangible asset is recognised at cost both at initial recognition and for subsequent recognition. Construction and improvements activities of network and other services are recognised and measured by applying IFRS 15.
Amortisation of intangible assets
Intangible assets with a defined useful life are amortised systematically over their useful life, defined as the period in which the asset is expected to be usable by the entity. Amortisation begins when the intangible asset is available for use.
The amount to be amortised is the carrying value, reduced by the estimated net realisable value at the end of its useful life if significant and reasonably determined.
The table below shows the annual amortisation rates used for the current year, unchanged from the comparative year:

| Annual depreciation rate (%)
Patent rights and intellectual property rights | 20% - 33.3%
Concession expenses | Depending on the term of the agreement
Land and buildings (concession agreements) |
- Industrial buildings | 1.67% - 5%
- Other constructions | 9% - 10%
Plant and equipment (concession agreements) |
- Network | 1.67% - 5%
- Principal and secondary facilities | 4% - 6%
- Derivation plants | 2% - 10%

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Industrial and commercial equipment (concession agreements) |
- Metering and control equipment | 6.7% - 20%

Grants
Capital grants granted by public authorities are recognised when there is reasonable certainty that the conditions set by the granting government agencies for their allocation will be met, and they are recognised as a reduction in the purchase price, contribution or production cost of the related assets.
Operating grants are recognised in the income statement on an accrual basis, consistent with the relative costs incurred.
Impairment of non-financial assets
Impairment of property, plant and equipment and intangible assets with a finite useful life
At least annually, property, plant and equipment and intangible assets with a finite useful life are assessed to verify the existence of internal and external indicators of potential impairment.
If these indicators are present, recoverability is tested by comparing the carrying amount with its recoverable amount, as the higher of the fair value less costs to sell (see section “Fair value measurement”) and the value in use.
The assessment is carried out for each individual asset or for the smallest identifiable group of assets which, through continuous use, generate cash inflows largely independent of those of other assets or groups of assets (“ Cash-Generating Units ” or “ CGUs ”).
The CGUs identified by the Group’s are as follows: Distribution and metering of natural and other gases (regulated activity), Distribution and metering of natural gas abroad (regulated activity), Integrated water service (regulated activity), Other activities (ESCos).
The recoverable amount of non-current non-financial assets that fall under the scope of regulated activities is determined by considering: (i) the amount quantified by the Authority based on the rules that define the tariffs for the provision of the services for which they are intended; (ii) the possible value that the Group expects to recover from their sale or at the end of the concession regulating the service; (iii) the value of the expected cash flows deriving from the use of the asset and, if significant and reasonably determined, from its sale at the end of its useful life, net of any disposal costs; these cash flows are discounted at a rate that reflects the current market conditions for the time value of money and specific risks of the asset not reflected in the estimated cash flows.
Similarly to what happens for the quantification of tariffs, the quantification of the recoverable amount of the assets within the scope of regulated activities is also based on the applicable current regulatory provisions.
The value in use of non-current non-financial assets not within the scope of the regulated activities is determined by discounting the expected cash flows resulting from the use of the asset and, if significant and reasonably determined, from its sale at the end of its useful life, net of any disposal costs. Cash flows are determined based on reasonable, documentable assumptions representing the best estimate of future economic conditions expected to occur during the remaining useful life of the asset, with a greater emphasis on outside information. Discounting is done using a rate reflecting current market conditions for the time value of money and specific risks of the asset not reflected in the estimated cash flows.
If the reasons for impairment no longer exist, assets are revised and the adjustment is recognised to the income statement. The adjustment is made at the lower of the recoverable amount and the carrying amount, gross of any previous impairments, reduced by the depreciation that would have been recognised if an impairment loss had not been recorded for the asset.
Impairment of goodwill, intangible assets with an indefinite useful life and intangible assets under construction
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The recoverability of the carrying amount of goodwill, intangible assets with an indefinite useful life and intangible assets under construction is tested at least annually and whenever events occur that suggest a reduction in value. For goodwill, the test is performed at the level of the smallest group based on which the management evaluates, directly or indirectly, the return on investment, including goodwill itself. When the carrying amount of the CGU, including the goodwill allocated to it, exceeds the recoverable amount, the difference is the impairment, which is first allocated to goodwill up to its amount; any excess of the impairment over goodwill is allocated proportionally to the carrying amount of the assets which constitute the CGU. Goodwill impairment losses cannot be reversed.
Investments accounted for using the equity method
Investments in joint ventures and associates are accounted for using the equity method.
Under the equity method, investments in joint ventures and associates are initially recognised at cost and subsequently adjusted to account for: (i) the participant’s share of the investee’s profits or losses after the acquisition date, and (ii) the participant’s share of other comprehensive income of the investee. Dividends paid out by the investee are recognised as a reduction of the carrying amount of the investment. For the application of the equity method, adjustments required for consolidation purposes are considered (see also the “Consolidation principles” section).
In the case of acquiring a joint control in successive stages, the cost of the equity investment is measured as the sum of the fair value of the previously held interests and the fair value of the consideration transferred at the date the equity investment is qualified as associated (or under joint control). The effect of revaluing the carrying amount of the equity interest held before assuming the joint control (or significant influence) is recognized in the income statement, including any components recognised in other comprehensive income. The sale of equity investments resulting in the loss of joint control or significant influence over the investee results in the recognition in the income statement: (i) any gains or losses calculated as the difference between the consideration received and the corresponding portion of the carrying amount of the disposed interest; (ii) the effect of revaluating any residual equity investment maintained, to align it with the relative fair value; and (iii) any amounts recognized in other comprehensive income relating to the equity investee that are required to be reclassified to the income statement. The value of any equity investment maintained, aligned with its fair value at the date of loss of joint control or significant influence, represents the new carrying amount and, therefore, the value for subsequent valuation according to the applicable valuation criteria.
If there is objective evidence of impairment, the recoverability of the amount recognised is tested by comparing the carrying amount with the related recoverable value determined using the criteria indicated in the section “Impairment of non-financial assets”.
When the reasons for the impairment losses no longer exist, equity investments are revalued up to the amount of the impairment losses entered with the effect posted to the income statement under “Income (expense) from equity investments”.
The parent company’s share of any losses of the investee, exceeding the carrying amount of the equity investment, is recognised in a special provision to the extent that the parent company is committed to fulfilling its legal or constructive obligations of the investee or, otherwise, covering its losses.
Other minor equity investments
Financial assets representing other minor equity investments, not held for trading, are measured at fair value with the effects recognised in the income statement.
Inventories
Inventories, including meters, are recorded at the lower of cost or production cost and net realisable value, which is the amount that the entity expects to receive from their sale in the ordinary course of business.
The cost of inventories is determined using the weighted average cost method.
The value of obsolete and slow-moving inventories is written down in relation to the possibility of use or realisation, through the allocation of a specific obsolescence fund.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, on demand deposits, as well as other short-term financial assets with a maturity of no more than three months, readily convertible into cash and subject to a negligible risk of a change in their value.
They are recorded at their nominal value, which corresponds to the fair value .
Financial instruments
Financial instruments refer to any contracts that give rise to a financial asset for one entity and a financial liability or an equity instrument for another entity; they are recognised and measured in accordance with IAS 32 and IFRS 9.
Financial assets - debt instruments
Depending on the characteristics of the instrument and the business model adopted for its management, financial assets representing debt instruments are classified in the following three categories: (i) financial
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assets measured at amortised cost; (ii) financial assets measured at fair value with the effects recognised in the other comprehensive income (“OCI”); (iii) financial assets measured at fair value with the effects recognised in the income statement.
Initial recognition is at fair value ; for trade receivables without a significant financial component, the initial carrying amount is represented by the transaction price.
Following initial recognition, financial assets that generate cash flows representing only payments of capital and interest are measured at amortised cost if held with the aim of collecting the contractual cash flows (so- called “ hold-to-collect ” business model). Based on the amortised cost method, the initial carrying amount is then adjusted to account for principal repayments, any impairment losses and the amortisation of the difference between the repayment amount and the initial carrying amount.
Amortisation is carried out using the effective internal interest rate, which represents the rate that would make equal, at initial recording, the present value of expected cash flows and the initial carrying amount.
Receivables and other financial assets measured at amortised cost are presented in the statement of financial position net of any provision for impairment losses.
Financial assets representing debt instruments where the business model provides both the possibility to collect contractual cash flows and realise capital gains through sales (so-called “hold-to-collect-and-sell” business model) are measured at fair value with the effects recorded on OCI (“FVTOCI”).
In this case, the fair value changes of the instrument are recognised in equity under other comprehensive income. The cumulative amount of the fair value changes, recognised in the equity reserve for other comprehensive income, is reversed to the income statement upon the derecognition of the instrument. Interest income, calculated using the effective interest rate, exchange rate differences and impairment losses are recognised on the income statement.
A financial asset representing a debt instrument that is not measured at amortised cost or at FVTOCI is measured at fair value with the effects recognised in the income statement (FVTPL).
When the purchase or sale of financial assets is executed according to a contract that requires settlement and delivery of the asset within a certain number of days, set by the market control authorities or market agreements (e.g. purchase of securities on regulated markets), the transaction is recognised on the settlement date.
Disposals of financial assets are derecognised from the financial position when the contractual rights to receive the associated cash flows from the financial instrument expire or are transferred to third parties.
Impairment of financial assets
Recoverability of financial assets representing debt instruments, not measured at fair value with effects on the income statement, is measured on the basis of the so-called “ expected credit loss ” model.
In particular, expected losses are generally determined based on the product between: (i) the exposure to the counterparty net of the relevant guarantees (“Exposure At Default” or “EAD”); (ii) the probability that the counterparty does not meet its payment obligation (“Probability of Default” or “PD”); (iii) the estimated percentage of credit loss that will not be recovered in the event of default (“Loss Given Default” or “LGD”), defined based on past experience and potential recovery actions (e.g. out-of-court actions, legal disputes, etc.).
In this regard, in order to determine the probability of default of the counterparties, internal ratings already used for concession purposes have been adopted.
For retail customers, who do not have internal ratings, the expected losses are based on a provision matrix, grouping credits, where appropriate, into relevant clusters and applying impairment percentages defined based on past experience, adjusted, when necessary, for forward-looking credit risk information.
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Financial liabilities
Financial liabilities, other than derivative instruments, including financial debts, trade payables, other payables and other liabilities, are initially recognised at fair value less any transaction-related costs; they are subsequently recognised at amortised cost using the effective interest rate method, as described in “Financial assets” section above.
Financial liabilities are derecognised upon extinguishment or when the obligation specified in the contract is fulfilled, cancelled, or expired.
Offsetting of financial assets and liabilities
Financial assets and liabilities are offset in the financial position when there is a legally enforceable right to offset and there is an intention to settle on a net basis (i.e. to realise the asset and at the same time extinguish the liability).
Derivative financial instruments and hedge accounting
Derivative financial instruments, including “embedded derivatives”, are initially measured at fair value in line with IFRS 13 and IFRS 9, and any attributable transaction costs are recognised in the Income statement when incurred. After initial recognition, the financial instruments are remeasured at fair value at each reporting date (for further details, refer to “Fair value measurement” section).
As part of the risk management strategy and objectives, the qualification of transactions as hedging requires: (i) verification of the existence of an economic relationship between hedged item and hedging instrument, such that their value changes offset each other and this offsetting ability is not impaired by the counterparty’s level of credit risk; (ii) the definition of a hedge ratio consistent with the risk management objectives, within the defined risk management strategy, including the appropriate rebalancing actions, if needed. Changes in risk management objectives, the cessation of conditions for hedge qualification, or implementation of rebalancing transactions will result in prospective total or partial discontinuation of the hedge.
When derivatives hedge the fair value risk of the hedged items (“ fair value hedge ”, including, but not limited to, hedging the variability of the fair value of fixed rate asset/liability), derivatives are recognised at fair value with the effects recognised in the income statement; consistently, the hedged items are adjusted for fair value changes associated with the hedged risk in the income statement, regardless of the normal measurement criteria generally applied to the instrument.
When the derivatives hedge the cash flow risk of the hedged items (“cash flow hedge”, including, but not limited to, hedging the variability of cash flows of the asset/liability due to interest rates or exchange rate fluctuations), the changes in fair value of the derivatives considered effective are initially recognised in the equity reserve under other comprehensive income and afterwards reclassified in the income statement in line with the economic effects of the hedged transaction. In the case of hedging future transactions involving the recognition of a non-financial asset or liability, the cumulative fair value changes of the hedge derivatives recognised in equity are reclassified to adjust the initial carrying amount of the non-financial item hedged (the “ basis adjustment ”).
Fair value changes of derivatives that do not meet the hedging criteria, including any ineffective components of hedging derivatives, are recognised in the income statement under “Gain/(loss) on derivative financial instruments measured at fair value”.
Embedded derivatives incorporated in financial assets are no longer separated in accounting; in these cases, the entire hybrid instrument is classified based on the general classification criteria for financial asset. Embedded derivatives incorporated in financial liabilities and/or non-financial assets are separated from the main contract and accounted for separately if the embedded instrument: (i) meets the definition of derivative; (ii) as a whole is not measured at fair value with the effects recognised in the income statement (FVTPL); (iii) the characteristics and risks of the derivative are not closely related to those of the main contract. The existence of embedded derivatives to separate and measure separately is checked when the company joins the contract
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and afterwards when there are amendments to the conditions of the contract that bring about significant changes in the cash flows it generates.
Fair value measurement
Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an regular transaction between market participants at the measurement date (i.e. exit price).
Fair value of an asset or liability is determined using the valuations that market participants would use in determining the price of the asset or liability. The fair value measurement assumes that the asset or liability would be traded on the main market or, failing that, on the most advantageous market accessible to the entity.
The fair value of a non-financial asset is determined by considering the market participants’ ability to generate economic benefits by using the asset in its highest and best use or selling it to another market participant that would maximise its value. The determination of the highest and best use of the asset is determined from the perspective of market participants, even if the entity intends to use it differently; it is assumed that the entity’s current use of a non-financial asset is its highest and best use, unless the market conditions or other factors suggest otherwise.
The fair-value measurement of a financial or non-financial liability, or of an equity instrument, considers the quoted price for transferring an identical or similar liability or equity instrument; if such quoted price is not available, the valuation of a corresponding asset held by a market participant as at the measurement date is considered. The fair value of the financial instruments considers the credit risk of the counterparty of a financial asset (“Credit Valuation Adjustment” or “CVA”) and the entity’s own default risk related to a financial liability (“Debit Valuation Adjustment” or “DVA”).
When determining fair value , a hierarchy of inputs based on the origin, type and quality of the information used in the calculation is defined. This classification aims to establish a hierarchy in terms of the reliability in fair value , prioritizing the use of observable market parameters that reflect assumptions that market participants would use when in measuring the asset/liability. The fair value hierarchy includes the following levels:
• level 1: inputs represented by quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible as at the measurement date;
• level 2: inputs, other than quoted prices included in Level 1, that are observable, directly or indirectly, for the assets or liabilities to be measured;
• level 3: unobservable inputs for the asset or liability.
In the absence of available market quotes, fair value is determined by using valuation techniques appropriate for each situation, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets held for sale
Non-current assets and current and non-current assets of disposal groups are classified as held for sale, if their carrying amount will be recovered mainly by their sale rather than through their continued use. This condition is regarded as fulfilled when the sale is highly probable, and the asset or discontinued operations are available for immediate sale in their current condition. In the case of a programme for the sale of a subsidiary that results in loss of control, all assets and liabilities of that affiliate are classified as held for sale, regardless of whether a non-controlling investment is maintained following the sale. Checking that the conditions required to classify an item as held for sale requires that the management made subjective assessments and formulate reasonable and realistic assumptions based on the information available.
Assets held for sale, current and non-current assets related to disposal groups and directly associated liabilities are recognised in the Statement of Financial Position separately from other assets and liabilities.
Assets and liabilities falling within a disposal group are measured according to the accounting standards applicable to them right before being classified as held for sale. Afterwards, the assets held for sale are not
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amortised or depreciated and are measured at the lower between the carrying amount and its fair value , less costs to sell (see section “Fair value measurement”).
The classification as “held for sale” of equity investments accounted for using the equity method implies suspended application of this measurement criteria. Therefore, in this case, the carrying amount is equal to the value resulting from the application of the equity method at the date of reclassification.
Any negative difference between the carrying amount of the non-current assets and the fair value less costs to sell is recognise to the income statement as an impairment; any subsequent reversal of impairment losses is recognised up to the amount of the previously recognised impairment losses, including those recognised prior to the asset being classified as held for sale .
Provisions for risks and charges
Provisions for risks and charges relate to costs and charges of a specific nature and of certain or probable existence, which, at the end of the year, are uncertain in terms of amount or date of occurrence.
Provisions are recognised when: (i) it is probable that there is a current legal or constructive obligation, arising from a past event; (ii) it is probable that fulfilling the obligation will be onerous; and (iii) the amount of the obligation can be reliably determined. Provisions are recorded at the value that represents the best estimate of the amount that the entity would reasonably pay to extinguish the obligation or transfer it to third parties at the closing date of the financial year. Provisions related to onerous contracts are recorded at the lower of the cost necessary to fulfil the obligation, less the expected economic benefits deriving from the contract, and the cost to terminate the contract.
When the financial effect of time is significant and the payment dates of the obligations can be reliably estimated, the provision is calculated by discounting, at a rate reflecting the present market evaluations of the time value of money, the expected cash flows in consideration of the risks associated with the obligation; the increase in the provision due to the passing of time is recognised in the income statement under “Financial income (expense)”.
When the liability relates to property, plant and equipment (e.g. site dismantlement and restoration), the provision is recognised against the related asset and the charge to the income statement occurs through depreciation. The costs that Company expects to incur for implementing restructuring programmes are recognised in the period in which the programme is formally defined, and a valid expectation has been generated among the affected parties that the restructuring will take place.
Provisions are periodically updated to reflect changes in cost estimates, selling periods and the discount rate; revisions of provisions are recorded to the same income statement item that previously recognised the provision or, when the liability is related to property, plant and equipment (e.g. site dismantling and restoration), against the related asset, up to the carrying amount; any excess is recognised in the income statement.
The notes to the financial statements describe contingent liabilities represented by: (i) possible (but not probable) obligations arising from past events, whose existence will be confirmed only if one or more future uncertain events occur not entirely under the Company’s control; and (ii) current obligations resulting from past events, whose amount cannot be reliably estimated, or whose fulfilment is likely to be not onerous.
Provisions for employee benefits
Post-employment benefits
Post-employment benefits are grouped into “defined-benefit” plans and “defined-contribution” plans.
• Defined-benefit plans. The liability associated with defined-benefit plans is determined by estimating the present value of the future benefits accrued by the employees during the current year and in previous years, and by calculating the fair value of any assets servicing the plan. The present value of the obligations is determined based on actuarial assumptions and is recognised on an accrual basis consistent with the employment period necessary to obtain the benefits. Actuarial gains and losses relating to defined-benefit plans arising from changes in actuarial assumptions or experience adjustments are recognised in other
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comprehensive income when occurred and are not subsequently recognised in the income statement. When a plan is changed, reduced or extinguished, its effects are recognised in the income statement. Net financial expense represents the change that the net liability undergoes during the year due to the passing of time. Net interest is determined by applying the discount rate to the liabilities, net of any assets servicing the plan. The net financial expense of defined-benefit plans is recognised in “Financial income (expense)”.
• Defined-contribution plans. In defined-contribution plans, the Company’s obligation is calculated, limited to the payment of state contributions or to equity or a legally separate entity (fund), based on contributions due. Costs arising from defined-contribution plans are expensed as incurred.
Other long-term plans
Obligations relating to other long-term benefits are calculated using actuarial assumptions; the effects arising from the amendments to the actuarial assumptions or the characteristics of the benefits are recognised entirely in the income statement.
Dividends payments
Dividends payments to Company’s shareholders entails the recording of a payable in the financial statements for the period in which distribution was approved by the Company’s Shareholders or, in the case of interim dividends, by the Board of Directors.
Revenues
The Group recognises revenues when it transfers the control of a product or service to a customer.
The recognition of revenues from contracts with customers is based on the following five steps: (i) identification of the contract with the customer; (ii) identification of the performance obligations represented by the contractual promises to transfer goods and/or services to a customer; (iii) determination of the price of the transaction; (iv) allocation of the price of the transactions to the performance obligations identified based on the standalone selling price of each good or service; (v) recognition of the revenue when its performance obligation has been met, or when the promised good or service is transferred to the customer; the transfer is considered completed when the customer gains control of the good or service, which can occur over time or at a specific point in time.
Furthermore, in the presence of a third party involved in the supply of goods or services to a customer, the correct recognition of revenues envisaged by IFRS 15 is connected to the fact that the company acts as a principal or as an agent of the counterparty.
Revenue is recognized net of returns, discounts, allowances, and premiums, as well as taxes directly related to the revenue.
Exchanges of goods or services of similar nature and value, as they do not represent sales transactions, do not result in the recognition of revenue and costs.
Revenue from Gas Distribution and Integrated Water Services
For the gas distribution services and integrated water services performed by Italgas Group, the moment of
recognition of revenues occurs at the time the service is provided (over time) to customers.
The tariffs (transaction prices) to be applied to customers for the services provided, based on the volumes consumed or the type of service provided, are defined by the Authority based on a predefined amount of annual recognised revenues ("Revenue Cap") by ARERA in Italy and RAEWW in Greece.
In particular, gas distribution and metering services and integrated water services are subject to regulation by ARERA and by RAEWW, which define, among other things, the frameworks for the remuneration of services.
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Specifically, the Revenue Cap includes a predefined return on the net invested capital, recognised for regulatory purpose (Regulatory Asset Base or “RAB”), related amortisation/depreciation, and some operating costs.
The distribution of gas to the delivery point and the water service activities are considered a single performance obligation, therefore Revenue Cap is recognised on a straight-line basis, since the services provided are continuous and uniform over time, consisting mainly in the continuous provision of infrastructure.
In the case of natural gas distribution in Italy, the difference between the Revenue cap and the revenue charged to customers for services actually rendered is recorded, if positive, under "Trade receivables and other receivables" and, if negative, under "Trade payables and other payables," as it will be subject to financial settlement by the Cassa per i Servizi Energetici e Ambienti (“CSEA”). Additionally, with respect to the “Municipalities in Start-Up 150 ” in Italy, the recognition of revenue for gas distribution service is based on a prospective evaluation of the expected delivery points at the end of the regulated start-up period as defined by ARERA, where there is considered to be a high probability of not encountering a significant reversal of the accumulated revenue. Revenue is reported net of items related to additional tariff components, above the Italian tariff, intended to cover the general costs of the gas system. The amounts collected/charged by Italgas are passed back in equal amounts to the CSEA.
In relation to natural gas distribution in Greece and integrated water services, the difference (“Recoverable Difference”) between the Revenue cap and the revenue charged to customers for services actually rendered is recorded, if positive, under “Other current and non-current non-financial assets,” and if negative, under “Other current and non-current non-financial liabilities,” since Italgas has met the corresponding performance obligation and is entitled to recover or obliged to return any amounts not charged or excessively charged to customers during the year in subsequent regulatory periods or at the end of the concession.
Revenue from Construction and Infrastructure Improvements
Revenue from construction and infrastructure improvements provided under concession service agreements, gas distribution activities and integrated water services is recognized over-time as work in progress based on the progress of the work, deduced from the total estimated costs incurred. Revenues are determined equal to costs actually incurred.
Revenue from Energy Efficiency Interventions
Within the energy efficiency activities, the Group, through its subsidiary Geoside, deals with the renovation and recovery of residential building heritage, allowing customers to access tax deductions provided by the relevant regulations, such as the so-called Superbonus, introduced by Articles 119 and following of DL 34/2020, as amended, as well as other minor bonuses (e.g., Sismabonus, Ecobonus, etc.).
Revenue is recognized over the contract period ("over-time“), for an amount equal to the sum that the Group expects to receive for the operation based on the progress of the works, deduced from the total estimated costs incurred.
Revenue allocations for partially rendered services are recognized for the amount earned, provided it is possible to reliably determine the stage of completion and there are no significant uncertainties about the amount and existence of the revenue and related costs; otherwise, they are recognized up to the recoverable costs incurred.
150 Locations with year of first supply after 2017.
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Technical assistance, engineering, IT and various services
Regarding technical assistance, engineering, IT and various services, Italgas Group recognises revenues at the time of the delivery of service (point in time) to customers. The services are invoiced to customers based on the contractually agreed prices for regulated activities or the prices defined by the Network Code, concerning ancillary activities to the gas distribution service.
Dividends received
Dividends are recognised at the date of the resolution passed by the Shareholders’ Meeting, unless it is not reasonably certain that the shares will be sold before the ex-dividend date.
Costs
Costs are recognised in the period when they relate to goods and services sold or consumed during the same period or when it is not possible to identify their future use.
Costs sustained for share capital increases are recorded as a reduction of equity, net of taxes.
Energy efficiency certificates
The Energy Efficiency Certificates purchased during the year are entered in the income statement at the cost borne. The relevant contribution that CSEA will pay at the time the certificates are cancelled is booked as a reduction of the cost borne and is calculated based on the repayment price scheduled at year-end. A special risk provision is allocated to cover the future expected charges to fulfil the year’s objective calculated as the difference between the cost to be borne and its cancellation contribution.
Income taxes
Current income taxes are calculated by estimating the taxable income. Receivables and payables for current income taxes are recognised based on the amount which is expected to be paid/recovered to/from the tax authorities under the prevailing tax regulations and rates or those essentially approved at the reporting date.
Regarding Italian corporation tax (“IRES”), Italgas has exercised the option to join the national tax consolidation scheme, to which the consolidated companies Italgas, Italgas Reti, Italgas Newco, Bludigit, Nepta, Geoside, Acqua, Idrolatina and Idrosicilia have officially signed up. The projected payable is recognised under “Current income tax liabilities”.
The regulations governing Italgas Group companies’ participation in the national tax consolidation scheme stipulates that:
• subsidiaries with positive taxable income pay the amount due to Italgas. The taxable income of the subsidiary, used to determine the tax, is adjusted to account for the recovery of negative components that would have been non-deductible without the consolidation scheme (e.g. interest expense), and any negative taxable income relating to the subsidiary’s equity investments in consolidated companies;
• subsidiaries with negative taxable income, if and insofar as they have prospective profitability which, without the national tax consolidation scheme, would have enabled them to recognise deferred tax assets related to the negative taxable income on the separate financial statements, receive from their shareholders – in the event that these are companies with a positive taxable income or a negative taxable income with prospective profitability – or from Italgas in other cases, compensation amounting to the lower of the tax saving realised by the Group and the aforementioned deferred tax assets.
Tax receivables and tax payables on Italian regional production tax (“IRAP”) are recognised under the item “Current tax liabilities” and “Current tax receivables”, respectively.
As for Greece, corporate income tax is calculated according to the tax laws in force in the country.
Deferred tax assets and liabilities are calculated on the timing differences between the values of the assets and liabilities entered in the balance sheet and the corresponding values recognised for tax purposes, based on the prevailing tax regulations and rates or those essentially approved for future years. Deferred tax assets are recognised when their recovery is considered probable; specifically, the recoverability of deferred tax
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assets is considered probable when taxable income is expected to be available in the period in which the temporary difference is cancelled, allowing the activation of the tax deduction. Similarly, unused tax receivables and deferred tax assets on tax losses are recognised up to the limit of recoverability; with reference to deferred tax assets, their recoverability is verified at least annually.
Deferred tax assets and deferred tax liabilities are classified under non-current assets and liabilities and are offset at individual company level, if they refer to taxes that can be offset and/or at the level of the consolidating company in the presence of the taxation regime provided by the National Tax Consolidation. The balance of the offsetting, if it results in an asset, is recognised under the item “Deferred tax assets”; if it results in a liability, it is recognised under the item “Deferred tax liabilities”. When the results of transactions are recognised directly in equity, deferred tax assets and liabilities, and current taxes are also recognised to equity.
In the presence of uncertainties in the application of tax regulations: (i) in cases where it is considered likely that the tax authority will accept the uncertain tax treatment, income taxes (current and/or deferred) to be recognized in the financial statements are determined based on the tax treatment applied or expected to be applied in the tax return; (ii) in cases where it is considered unlikely that the tax authority will accept the uncertain tax treatment, the uncertainty is reflected in the determination of income taxes (current and/or deferred) to be recognized in the financial statements.
Operating segments
The segment reporting was prepared in accordance with the provisions of IFRS 8, therefore, the identification of operating segments and the information presented is defined on the basis of the internal reporting used by management for the purposes of allocating resources to the various segments and analysing their performance.
An operating segment is defined by IFRS 8 as a component of an entity that: (i) engages in revenue- and cost- generating business activities (including revenues and expenses relating to transactions with other components of the same entity); (ii) whose operating results are reviewed periodically at the entity's highest operational decision-making level for the purpose of making decisions about resources to be allocated to the segment and assessing performance; and (iii) for which separate financial statement information is available.
With respect to the 2025 financial year, the reportable segments in accordance with IFRS 8 are:
- Gas distribution;
- Water service;
- Energy efficiency;
- Corporate.
The Group operates mainly in Gas distribution and metering services, and residually active in water service and energy service company (ESCo) business. Corporate segment refers to services carried out exclusively in support of the other business (i.e.: administrative, tax and legal services, HR management, IT services).
Gas Distribution segment aggregates the activities carried out in Italy and Greece, reflecting the structure of the internal reporting that is periodically analyzed by the management to manage and plan the Group's business. The management has, in fact, considered that the gas distribution service in Italy and Greece shares similar characteristics, both from an economic and regulatory perspective, taking into account the following aspects:
a) nature of the products and services, i.e. gas distribution and metering;
b) nature of the production processes, i.e. the development and maintenance of assets related to the gas distribution service under concession;
c) type or class of customer according to their products or services, i.e. sales companies;
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d) methods used to distribute its products or provide its services; i.e. the transport of gas through local pipeline networks;
e) nature of the regulatory environment, i.e. the operation of a regulated business that is essentially based on the return on invested capital and the coverage of costs incurred by the operator. In fact, both regulatory systems guarantee a return on investment and coverage of the management costs regardless of volumes and the WACC formulas. They are entirely similar and essentially able to neutralise differences in risk between the two countries;
Therefore, the gas distribution service in Italy and in Greece are combined in the “Gas distribution” operating segment.
5) Use of estimates
The application of generally accepted accounting principles for the preparation of financial statements involves management making accounting estimates based on complex and/or subjective judgements, estimates based on past experience and assumptions regarded as reasonable and realistic on the basis of the information known at the time of the estimate. The use of these accounting estimates has an influence on the carrying amount of assets and liabilities and on the information about potential assets and liabilities at the reporting date, as well as the amount of revenues and costs in the reference period. The actual results may differ from the estimated results owing to the uncertainty that characterises the assumptions and the conditions on which the estimates are based.
Details are given below about the main accounting estimates involved in the process of preparing the financial statements and interim reports, since they involve a high degree of recourse to subjective judgements, assumptions and estimates regarding matters that are by nature uncertain. Any change in the conditions forming the basis of the judgements, assumptions and estimates used could have a significant impact on results of subsequent years.
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Impairment of non-financial assets | Analysis of each of the groups of non-financial assets is unique and requires use by the Group Management of estimates and assumptions considered prudent and reasonable in relation to the specific circumstances . Measurement of tangible and intangible assets, including goodwill, requires recording of these in the financial statements for a value no higher than their recoverable value (so-called Impairment test ). Recoverable amount is the higher of the fair value less cost to sell criteria and the value in use criteria. Having regard to the assets of regulated sectors, the fair value may be represented as follows: in relation to gas distribution services in Italy, the estimated value of net invested Capital updated to the reference date attributed to these assets for tariff purposes (RAB - Regulatory Asset Base) by the Authority. RAB is the reference basis for determining the service tariffs and, therefore, the cash flows generated from assets. The RAB value is defined using the revalued historical cost method for Fixed Capital net of capital grants and contributions received from users, and on a flat-rate basis for Working Capital and employee severance pay; in relation to gas distribution services in Greece, the estimated value of net invested capital updated to the reference date attributed to these assets for tariff purposes (RAB – Regulatory Asset Base) by the Authority, including the flat-rate value of the net working capital, where positive; in relation to gas distribution services in Italy, the reimbursement value (RV) valid for ATEM (Minimum Territorial Areas) tenders, which is the value to be paid to the operator selling the infrastructure after the tender procedure. In Greece, the reimbursement value is calculated as the value of the RAB at the date of interruption/expiry of the licence, increased by at least 15%; for the integrated water service, the estimated value of the Net Invested Capital recognized for tariff purposes by the Authority (CIN) adjusted for tariff adjustments (RC component of the Revenue Cap for the Operator, also called “Recoverable difference“). Value in use refers to: the present value of the future cash flows expected to be derived from the asset being measured. These flows are determined in line with the most recent business plan approved by management, which is based not only on developments in the regulations, but also on estimates relating to reference market trends and investment and divestment decisions. In the process of determining the recoverable value, flows are discounted at a discount rate (WACC post-tax) that reflects current market conditions, the time value of money and the specific risks of the asset . More information on the impairment test carried out by the Group Management on property, Plant and equipment and on intangible Assets can be found in the “Impairment of non-current non-financial assets” section. The recoverable value is sensitive to the estimates and assumptions used to determine the total invested capital, cash flows and discount rates applied. Therefore, possible variations in the estimation of the factors on which the calculation of the aforesaid recoverable values is based could result in different measurements.

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Business combinations | Determination of the fair value of assets and liabilities acquired is subject to estimates and measurements by the Group Management. Possible variations in the estimation of the factors on which determination of the fair value is based could generate different measurements. Analysis of each business combination transaction is unique and requires use by the Group Management of estimates and assumptions considered prudent and reasonable in relation to the specific circumstances. Recognition of business combination transactions requires determination of the fair value of any assets and liabilities acquired as a result of obtaining control of the business. With the help of independent professionals, the Group Management measured the fair value of assets, liabilities and potential liabilities, on the basis of information on facts and circumstances available at the acquisition date.
Environmental liabilities | The Italgas Group is subject, in relation to its activities, to numerous laws and regulations on environmental protection at European, national, regional and local level, including the laws which implement international conventions and protocols relating to the activities carried out. The measurement of future liabilities in connection with reclamation and restoration obligations in relation to sites and/or land on which the company carries out its business is a complex process based on technical and financial assumptions made by the Group Management and supported by independent experts where necessary. The restoration cost estimate is discounted using a risk-free rate in accordance with IAS 37. The estimate is made using a principle of prudence based on the known market, legislative and technological conditions at the time of measurement. The estimates are reviewed at each balance sheet date to verify that the amounts recorded are the best reflection of the costs the Group will face. If any significant variations are found, the amounts are adjusted. The key factors for revising cost estimates are the revision of the timeframes for implementing the site reclamation and restoration plan, developments in the technologies and environmental regulations and discount rate trends. Measurement of environmental liabilities recorded in the financial statements takes into account the environmental legislation currently in force. However, this measurement could be subject to variations, even to a significant extent, in relation to: (i) the possibility of further contamination arising; (ii) the results of current and future refurbishment and the other possible effects arising from the application of the laws in force; (iii) the possible effects of new laws and regulations for environmental protection; (iv) the effects of any technological innovations for environmental cleansing; and (v) the possibility of disputes concerning the environmental liability for specific sites and the difficulty of determining the potential consequences of this, including in relation to the liability of other parties and any indemnity.

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Provisions for employee benefits | Defined-benefit plans are valued on the basis of uncertain events and actuarial assumptions which include, inter alia, the discount rates, the expected returns on the assets servicing the plans (where they exist), the level of future remuneration, mortality rates, the retirement age and future trends in the healthcare expenses covered. The main assumptions used to quantify defined-benefit plans are determined as follows: (i) the discount and inflation rates representing the base rates at which the obligation to employees might actually be fulfilled are based on the rates which mature on high-quality bonds and on inflation expectations; (ii) the level of future remuneration is determined on the basis of elements such as inflation expectations, productivity, career advancement and seniority; (iii) the future cost of healthcare services is determined on the basis of elements such as present and past trends in healthcare costs, including assumptions regarding the inflationary growth of costs, and changes in the health of the participating employees; and (iv) the demographic assumptions reflect the best estimates of trends in variables such as mortality, turnover, invalidity and others in relation to the population of the participating employees. Differences in the value of net liabilities relating to employee benefit plans, arising due to changes in the actuarial assumptions used and the difference between the actuarial assumptions previously adopted and actual events, occur routinely and are called actuarial gains and losses. Actuarial gains and losses relating to defined-benefit plans are recognised in the statement of comprehensive income. Actuarial assumptions are also used to determine other long-term employee benefit obligations; to this end, the effects arising from changes to the actuarial assumptions or the characteristics of the benefit are fully recognised in the income statement.
Provisions for risks and charges | Provisions are made to cover the risk of future outlay for the cases set out above. The value of the provisions recorded in the financial statements for such risks reflects the best estimate made by the company’s management with the support of independent professionals at the preparation date of this document. This estimate involves making assumptions based on factors that may vary over time, which could, therefore, produce a significantly different outcome with respect to the current estimates made by the company’s management for the preparation of the Group’s financial statements . In addition to the amounts allocated to the provisions for environmental liabilities, Italgas recorded provisions mainly relating to the following in the financial statements: (i) legal and tax disputes; (ii) staff leaving incentives; (iii) expenses related to meeting the Energy Efficiency Certificates targets (EEC) set by the Authority; (iv) provision for contractual risks.

6) Business combination transactions
As part of the Group’s development, on 1 April 2025 Italgas completed the acquisition of 99.94% of the share capital of 2i Rete Gas S.p.A. from the sellers F2i SGR S.p.A. and Finavias S.à r.l. for a total consideration of 2,071,935,000 euros. The acquisition, disclosed to the market on 5 October 2024, was completed following the receipt of the Golden Power Authorisations, Foreign Subsidies Regulation approval, and clearance from the Italian Competition Authority.
At the acquisition date, 2i Rete Gas S.p.A. held 60% of Cilento Reti Gas S.r.l. and 100% of IG Rete Dati S.r.l. (formerly 2i Rete Dati S.r.l.) – hereinafter the “2i Rete Gas Group”.
Thereafter, on 16 April, the reverse stock split became effective, aimed at reducing administrative and management costs for the company, as well as facilitating the post-acquisition reorganisation of the Group. As a result of this reverse stock split, Italgas now holds 100% of the share capital of 2i Rete Gas. On 1 July, the merger by incorporation of 2i Rete Gas into Italgas Reti was also completed.
The acquisition is classed as a business combination pursuant to IFRS 3 – Business Combinations. The transaction was recognised by applying the acquisition method of accounting, which involves the recognition of the identifiable assets and liabilities acquired at their fair value on the acquisition date, including with the
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assistance of independent experts, in addition to the determination of goodwill as the excess between the consideration transferred and the portion attributable to the Group in the fair value of the net assets acquired.
The main identifiable net assets acquired are represented by concessions for the natural gas distribution service, which fall under the scope of application of IFRIC 12 – Service Concession Arrangements (Intangible Assets), and the related user charges received (Other non-current liabilities).
For the purposes of the purchase price allocation (PPA), the fair value of the concessions was determined by assuming a value equal to the local regulatory asset base (RAB) 151 at the acquisition date, a method generally accepted within regulated utility sectors for the purpose of estimating fair value.
The chosen methodology reflects the regulated nature of the business and the absence, for most of the concessions acquired, of an exclusive long-term right.
At the acquisition date, the acquired group held nearly all of the concessions under the prorogatio system, pending completion of the new ATEM (Minimum Territorial Level) tenders, as envisaged by industry regulations.
This context was carefully considered in the fair value measurements and in the assumptions used in the PPA, in that it is characterised by limited visibility over the residual duration of the concessions, uncertainty of the outcome of future tenders and regulatory mechanisms to protect the residual value of the assets.
Where current and non current financial liabilities are concerned, an analysis was conducted of the fixed-rate bonds, which were measured at fair value at the acquisition date, so as to reflect the precise market conditions.
The measurement of assets and liabilities at fair value has resulted, in accordance with applicable tax legislation, in the recognition of deferred tax liabilities on temporary differences between the carrying amounts and the tax bases of these items.
The difference between the fair value of the net assets acquired and the consideration paid has been recognised as goodwill, since it is attributable to future economic benefits that are not separately identifiable and are not autonomously transferable, such as the business and operational expertise of management and the technical structure.
The goodwill recognised is not amortised and undergoes an annual impairment test pursuant to IAS 36, or more frequently in the presence of impairment indicators.
The analysis of the transaction is given below:

Acquisition of companies
(€ thousands) | 2i Rete Gas Fair values at the acquisition date
Cash and cash equivalents | 9,134
Trade and other receivables | 471,604
Inventories | 14,986
Other current assets | 28,711
Current assets | 524,435
Property, plant and equipment | 57,398
Intangible assets | 5,294,015
Equity investments | 3,475
Financial assets | 1,992
Deferred tax assets | 285,804
Other non-current assets | 53,895
Assets held for sale | 268
Non-current assets | 5,696,847
TOTAL ASSETS | 6,221,282
Current financial liabilities | 564,077
Trade and other payables | 410,613

151 The term ‘RAB (Regulatory Asset Base)’ refers to the value of fixed assets, net of capital grants and user contributions received for regulatory purposes, relating to a geographical area – usually corresponding to a built-up area or a municipality (or part thereof) – which is relevant for the purpose of determining tariffs for the natural gas distribution service.
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Tax liabilities | 44,776
Other current liabilities | 32,056
Current liabilities | 1,051,522
Long-term financial liabilities | 2,513,673
Provisions for risks and charges | 67,498
Provisions for employee benefits | 28,113
Deferred tax liabilities | 290,308
Other non-current liabilities | 718,067
Liabilities held for sale | 33
Non-current liabilities | 3,617,692
TOTAL LIABILITIES | 4,669,214
VALUE OF NET ASSETS ACQUIRED | 1,552,068
MINORITIES | 1,734
NET ASSETS ACQUIRED (100%) | 1,550,334
NET ASSETS ACQUIRED (99.94%) | 1,549,404
CONSIDERATION RECEIVED (paid in full) | 2,071,935
GOODWILL | 522,531

The transaction costs incurred in connection with the acquisition were recognised in the income statement as operating expenses, in accordance with IFRS 3, and were not included in the consideration transferred.
At the approval of this Consolidated Financial Statements, the purchase price allocation (PPA) process was completed. Nevertheless, the Group reserves the right to definitively report the effects of the PPA within 12 months from the acquisition date, namely by 31 March 2026.
Any adjustments arising from the final recognition of the effects of the PPA will be accounted for retrospectively, restating comparative data where necessary.
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7) Cash and cash equivalents
Cash and cash equivalents, equal to 531,933 thousand euro (402,662 thousand euro as at 31 December 2024), refer to current account deposits held at banks.
Cash and cash equivalents are not subject to any usage restrictions, with the exception of the amount of 44,555 thousand euro (43,400 thousand euro as at 31 December 2024) related to the subsidiary Acqua Campania, relating to collections on behalf of the Campania Region for water monitoring activities and not yet paid at the end of the financial year.
8) Current financial assets
Current financial assets , amounting to 4,004 thousand euro (3,592 thousand euro as at 31 December 2024) mainly relate to financial receivables from credit institutions, that are convertible in cash in the short term.
9) Trade receivables and other receivables
Trade receivables and other receivables, amounting to 1,407,264 thousand euro (905,092 thousand euro as at 31 December 2024) include the following:

(€ thousands) |  | As of 31 December 2024 | As of 31 December 2025
Trade receivables |  | 751,969 | 1,217,511
Receivables from investment/divestment activities |  | 5,278 | 4,300
Other receivables |  | 147,845 | 185,453
|  | 905,092 | 1,407,264

Trade receivables (1,217,511 thousand euro as at 31 December 2025 and 751,969 thousand euro as at 31 December 2024) include the items arising from the companies of 2i Rete Gas and increased by 465,542 thousand euro mainly due to the increase in (i) receivables from the sales companies for the gas distribution service in Italy (346,786 thousand euro), (ii) receivables from the CSEA for the equalisation of the gas distribution service in Italy (42,357 thousand euro) and (iii) the Superbonus receivables of 67,136 thousand euro related to residential regulatory changes (extension of the 110% bonus for non-profit organisations and buildings in seismic areas), which made it possible to launch new projects during the year.
Receivables from investment/divestment activities (4,300 thousand euro as at 31 December 2025 and 5,278 thousand euro as at 31 December 2024) refer to the sale of property, plant and equipment and intangible assets.
Other receivables (185,453 thousand euro as at 31 December 2025 and 147,845 thousand euro as at 31 December 2024) break down as follows:

(€ thousands) |  | As of 31 December 2024 | As of 31 December 2025
IRES receivables for the national tax consolidation scheme |  | 5,154 | 1,014
Receivables due from CSEA |  | 68,152 | 108,030
Receivables from the Public administration |  | 2,833 | 2,801
Advances to suppliers |  | 43,386 | 44,750
Receivables from personnel |  | 2,633 | 4,997
Receivables from ex Casmez users |  | 18,668 | 9,512
Sundry other |  | 7,019 | 14,349
|  | 147,845 | 185,453

IRES receivables for the national tax consolidation regime amounted to 1,014 thousand euro (5,154 thousand euro as at 31 December 2024). The item decreased during the financial year mainly following the collection of a receivable from the former parent company Eni, in connection with a reimbursement claim for IRES amounting to 4,096 thousand euro.
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Receivables esigible from CSEA (108,030 thousand euro as at 31 December 2025 and 68,152 thousand euro as at 31 December 2024) mainly refer to additional gas distribution tariff components and premiums relating to safety recoveries of the gas distribution service. The increase stems mainly from the entry of 2i Rete Gas into the scope of consolidation.
Receivables from public Administrations (2,801 thousand euro at 31 December 2025 and 2,833 thousand euro as at 31 December 2024) relate to receivables from Municipalities, mainly for the public space occupation fee (the so-called “Canone per l’occupazione di spazi e aree pubbliche" or “COSAP“).
Receivables from the customers of the Campania aqueduct (previously “Casmez” or “Cassa del Mezzogiorno”), amounting to 9,512 thousand euro (18,668 thousand euro as at 31 December 2024), relate to the metering service (a system for accounting potable water consumption) managed in the name and on behalf of the Campania Region.
With the exception to receivables arising from energy efficiency services provided as part of the so-called Superbonus, the amortised cost method has not been applied to “Trade receivables and other receivables”, as collection is reasonably expected within the following 12 months and any costs, fees and any other differences between the initial value and the maturity value are immaterial. The effects arising from the application of the amortised cost criterion are therefore insignificant.
Trade and other receivables are reported net of the bad debt provision (25,737 thousand euro at 31 December 2025 and 18,674 thousand euro at 31 December 2024). Changes during the current and previous year are shown below :

(€ thousands) | As of 31 December 2023 | Assets acquired through business combination | Provisions | Uses | Other changes | As of 31 December 2024
Trade receivables | 15,147 | 3,211 | 257 | (1,079) | (225) | 17,311
Other receivables | 1,360 | 0 | 0 | 0 | 3 | 1,363
| 16,507 | 3,211 | 257 | (1,079) | (222) | 18,674
(€ thousands) | As of 31 December 2024 | Assets acquired through business combination | Provisions | Uses | Other changes | As of 31 December 2025
Trade receivables | 17,311 | 4,826 | 2,810 | (205) | (276) | 24,466
Other receivables | 1,363 | 1,074 | 0 | 0 | (1,166) | 1,271
| 18,674 | 5,900 | 2,810 | (205) | (1,442) | 25,737

Bad debt provision reflects estimated losses in connection with the Group’s credit portfolio. Impairment is made for expected losses on receivables, estimated both on the basis of past experience with receivables with similar credit risk and on the basis of future expected loss on open positions as at the reference date, as well as careful monitoring of the quality of credit portfolios.
The following table provides the aging of Trade and other receivables:

| As of 31 December 2024 |  | As of 31 December 2025
(€ thousands) | Trade receivables | Other receivables and receivables from inv/divest activities | Total |  | Trade receivables | Other receivables and receivables from inv/divest activities | Total
Receivables not overdue | 684,109 | 153,123 | 837,232 |  | 1,145,892 | 189,753 | 1,335,645
Receivables overdue: | 67,860 |  | 67,860 |  | 71,620 |  | 71,620
- from 0 to 3 months | 25,440 |  | 25,440 |  | 16,171 |  | 16,171
- from 3 to 6 months | 3,240 |  | 3,240 |  | 7,769 |  | 7,769

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- from 6 to 12 months | 10,323 |  | 10,323 |  | 25,334 |  | 25,334
- over 12 months | 28,857 |  | 28,857 |  | 22,345 |  | 22,345
| 751,969 | 153,123 | 905,092 |  | 1,217,511 | 189,753 | 1,407,264

Receivables overdue, amounting to 71,620 thousand euro, mainly relate to receivables in the gas and water sectors (65,110 thousand euro) and ESCo service customers (6,510 thousand euro).
Receivables from related parties are described in section “Related party transactions”.
Specific information on credit risk is provided in section “Guarantees, commitments and risks - Financial risk management - Credit risk”.
10) Inventories
Inventories , amounting to 74,719 thousand euro (57,232 thousand euro as at 31 December 2024), are analysed in the table below:

| As of 31 December 2024 | As of 31 December 2025
(€ thousands) | Gross value | Provision for impairment losses | Net value | Gross value | Provision for impairment losses | Net value
Raw materials, consumables and supplies | 64,426 | (7,194) | 57,232 | 82,404 | (7,685) | 74,719
| 64,426 | (7,194) | 57,232 | 82,404 | (7,685) | 74,719

Inventories of Raw materials, consumables and supplies, amounting to 74,719 thousand euro as at 31 December 2025, mainly include smart meters (38,936 thousand euro), odorant (6,026 thousand euro) and assets arising from contracts for works on behalf of the Campania Region relating to the Western Campania Aqueduct (1,187 thousand euro).
Provision for for impairment losses amounted to 7,685 thousand euro (7,194 thousand euro as at 31 December 2024) and essentially relates to defective or malfunctioning gas meters. The increase in this item is mainly due to the entry into the scope of consolidation of the companies of 2i Rete Gas and the provision for 1,642 thousand euro, partially offset by the use in the financial year for 4,871 thousand euro.
Inventories are not collateralised. Inventories do not secure liabilities, nor are recognised at net realisable value.
11) Current and non-current tax receivables/liabilities
Current and non-current tax receivables/liabilities break down as follows:

| As of 31 December 2024 | As of 31 December 2025
(€ thousands) | Current | Non-current | Total | Current | Non-current | Total
- IRES | 0 | 17,612 | 17,612 | 566 | 20,360 | 20,926
- Foreign Taxes | 0 |  | 0 | 23 |  | 23
Tax liabilities | 25,562 | 0 | 25,562 | 2,569 | 0 | 2,569
- IRES | 6,449 | 0 | 6,449 | 0 | 0 | 0
- IRAP | 14,822 |  | 14,822 | 2,569 |  | 2,569
- Foreign Taxes | 4,291 |  | 4,291 | 0 |  | 0

Taxes pertaining to current year are shown in section “Income taxes”.
12) Other current and non-current non-financial assets
Other current non-financial assets , amounting to 284,674 thousand euro (232,559 thousand euro as at 31 December 2024) and other non-current non-financial assets , amounting to 546,613 thousand euro (619,322 thousand euro as at 31 December 2024), break down as follows:

| As of 31 December 2024 | As of 31 December 2025
(€ thousands) | Current | Non-current | Total | Current | Non-current | Total

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Other assets | 179,173 | 226,394 | 405,567 | 212,928 | 105,331 | 318,259
- Other current taxes | 37,885 | 0 | 37,885 | 53,094 | 0 | 53,094
- Accrued income and deferrals(*) | 10,468 | 785 | 11,253 | 17,939 | 943 | 18,882
- Security deposits | 0 | 3,970 | 3,970 | 0 | 6,740 | 6,740
- Super/Ecobonus(*) | 128,910 | 219,760 | 348,670 | 141,895 | 95,630 | 237,525
- Other(*) | 1,910 | 1,879 | 3,789 |  | 2,018 | 2,018
| 232,559 | 619,322 | 851,881 | 284,674 | 546,613 | 831,287

Other regulated activities (513,027 thousand euro as at 31 December 2025 and 446,314 thousand euro as at 31 December 2024) mainly include (i) receivables from the gas distribution tariff in Greece (so-called “Recoverable Difference”) for 183,099 thousand euro (154,972 thousand euro as at 31 December 2024); (ii) receivables from the water service in Italy (so-called “Tariff Adjustments”) for 148,993 thousand euro (135,677 thousand euro as at 31 December 2024); (iii) receivables from gas distribution in Italy for 180,936 thousand euro (111,110 thousand euro as at 31 December 2024) relating to the tariff recognition by the Authority as a result of the plan to replace traditional meters with electronic ones pursuant to Article 57 of ARERA Resolution no. 367/14 as amended and the recovery of the residual non-depreciated costs (so-called IRMA) pursuant to DCO 545/2020/R/gas, Resolution no. 570/2019/R/gas and Determination no. 3/2021, and the tariff recognition pursuant to Resolution no. 737/2022/R/gas and Determination no. 1/2023 of 11 October 2023 - DINE of the residual unamortised costs of the smart meters installed in the first roll-out phase of the installation plans provided for by the Gas Smart Meter Directives, which had to be decommissioned earlier than the end of their useful life – this recognition concerned the smart meters decommissioned early, of a class not exceeding G6 produced up to the year 2016 and installed by the year 2018.
Super/Ecobonus receivables (237,525 thousand euro, 348,670 thousand euro as at 31 December 2024) includes the receivables recognised by the Italian Revenue Agency mainly for the energy efficiency interventions falling under the provision of Decree 34/2020, as amended, used to offset taxes payables by the Group. The Group t has assessed the recoverability of the Super/Ecobonus receivables based on the expected overall tax contribution in the following years in accordance with regulatory requirements and, after its assessments, it is believed that the recoverability of the receivable is adequately guaranteed by the Group's ample tax capacity.
Other current tax assets, which amount to 53,094 thousand euro (37,884 thousand euro as at 31 December 2024) mainly refer to VAT receivables.
It should be noted that the Group finalised a factoring agreement with a financial counterparty, on the basis of which receivables were factored without recourse for Energy Efficiency Certificates (EECs) for an amount of 2.2 million euro.
13) Property, plant and equipment
Property, plant and equipment , amounting to 488,059 thousand euro as at 31 December 2025 (383,327 thousand euro at 31 December 2024), breaks down as follows:

| As of 31 December 2024
(€ thousands) | Land | Buildings | Plant and equipment | Industrial and commercial equipment | Other assets | Work in progress and payments on account | Total
Cost at 31.12.2023 | 18,838 | 531,552 | 40,953 | 176,937 | 87,466 | 12,325 | 868,071
Right of Use as at 31.12.2023 | 4,398 | 68,293 |  | 58,944 | 59,648 |  | 191,283
Additions | 36 | 8,439 | 4,225 | 5,802 | 853 | 14,135 | 33,489
Right of Use additions | 707 | 6,885 |  | 6,695 | 7,691 |  | 21,978
Disposals | (163) | (5,668) | (983) | (2,387) | (530) | (4) | (9,735)
Disposals of Right of Use | 0 | (6,746) |  | (4,949) | 0 |  | (11,695)
Reclassifications | 5 | 2,527 | 29 | 745 | 0 | (3,306) | 0
Reclassifications of rights of use | 0 | 0 |  | 1,806 | (1,806) |  | 0
Change in scope of consolidation | 0 | 0 | 297 | 11,102 | 937 | 106 | 12,442
Change in scope of consolidation right of use | 0 | 288 |  | 0 | 0 |  | 288
Cost at 31.12.2024 | 19,424 | 537,276 | 44,521 | 195,751 | 94,610 | 23,256 | 914,838
Accumulated depreciation at 31.12.2023 | (274) | (257,656) | (22,541) | (144,496) | (56,962) |  | (481,929)
Amortisation of Right of Use as of 31.12.2023 | (274) | (31,712) |  | (44,523) | (31,871) |  | (108,380)
Depreciation | 0 | (9,974) | (2,651) | (5,363) | (2,559) |  | (20,547)
Amortisation of Right of Use | (553) | (9,678) |  | (9,978) | (12,253) |  | (32,462)
Disposals | 0 | 3,643 | 68 | 719 | 1,721 |  | 6,151
Disposals of Right of Use | 0 | 3,659 |  | 4,749 |  |  | 8,408
Change in scope of consolidation | 0 | 0 | (297) | (10,735) | 0 |  | (11,032)
Reclassifications |  |  |  | (617) | 617 |  | 0
Other change in rights of use | 0 | 0 |  | (2,517) | 2,517 |  | 0
Accumulated depreciation at 31.12.2024 | (827) | (270,006) | (25,421) | (168,238) | (66,919) | 0 | (531,411)
Provision for impairment of asset at 31.12.2023 | 0 | 0 | (2) | 0 | 0 | (100) | (102)
Disposals | 0 | 0 | 0 | 0 | 0 | 0 | 0
Other changes | 0 | 0 | (3) | 0 | 0 | 5 | 2
Provision for impairment of asset at 31.12.2024 | 0 | 0 | (5) | 0 | 0 | (95) | (100)
Net balance at 31.12.2023 | 18,564 | 273,896 | 18,410 | 32,441 | 30,504 | 12,225 | 386,040
Net balance at 31.12.2024 | 18,597 | 267,270 | 19,095 | 27,513 | 27,691 | 23,161 | 383,327
- of which Right of Use | 4,278 | 30,989 | 0 | 10,227 | 23,926 | 0 | 69,420

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| As of 31 December 2025
(€ thousands) | Land | Buildings | Plant and equipment | Industrial and commercial equipment | Other assets | Work in progress and payments on account | Total
Cost at 31.12.2024 | 19,424 | 537,276 | 44,521 | 195,751 | 94,610 | 23,256 | 914,838
Right of Use as at 31.12.2024 | 5,105 | 68,720 | - | 62,496 | 65,533 |  | 201,854
Additions | 55 | 1,204 | 2,769 | 8,589 | 2,295 | 28,115 | 43,027
Right of Use additions | 443 | 17,552 |  | 51,340 | 24,304 |  | 93,639
Disposals | (118) | (1,868) | (80) | (24) | (895) | - | (2,985)
Disposals of Right of Use | - | (2,371) |  | (5,480) | (1,527) |  | (9,378)
Reclassifications | (4,399) | (18,883) | 9,843 | 35,982 | (30,372) | (3,021) | (10,850)
Reclassifications of rights of use | (9) | (40,917) |  | (22,206) | (4,093) |  | (67,225)
Assets acquired through business combination consolidation | 6,356 | 40,415 | 17,553 | 28,241 | 30,136 | (265) | 122,436
Right of use acquired through business | - | 38,485 |  | 17,626 | 5,555 |  | 61,666
Other changes | - | - |  | (1,238) | - | - | (1,238)
Cost at 31.12.2025 | 21,752 | 570,893 | 74,606 | 308,581 | 120,013 | 48,085 | 1,143,930
Accumulated depreciation at 31.12.2024 | (827) | (270,006) | (25,421) | (168,238) | (66,919) |  | (531,411)
Amortisation of Right of Use as at of 31.12.2024 | (827) | (37,731) |  | (52,269) | (41,607) |  | (132,434)
Depreciation | - | (10,995) | (4,005) | (7,689) | (2,450) |  | (25,139)
Amortisation of Right of Use | (535) | (13,107) |  | (14,922) | (16,036) |  | (44,600)
Disposals | - | 1,839 | 74 | 9 | 403 |  | 2,325
Disposals of Right of Use | - | 1,093 |  | 5,383 | 137 |  | 6,613
Assets acquired through business combination | - | (29,165) | (6,449) | (26,233) | (26,442) |  | (88,289)
Assets acquired through business combination of Right of Use | - | (27,950) |  | (9,180) | (930) |  | (38,060)
Reclassifications |  | 22,993 | (355) | (27,984) | 27,950 |  | 22,604
Reclassifications of Right of Use |  | 27,950 |  | 11,140 | 1,576 |  | 40,666
Other changes |  |  | 86 | 492 |  |  | 578
Accumulated depreciation at 31.12.2025 | (1,362) | (297,348) | (36,070) | (237,222) | (82,711) | - | (654,713)
Provision for impairment of asset at 31.12.2024 | - | - | (5) | - | - | (95) | (100)
(Write-down)/Value restorations |  |  | (125) |  |  |  | (125)
Assets acquired through business combination |  |  | (353) |  |  |  | (353)
Other changes |  |  | (86) | (492) |  |  | (578)
Provision for impairment of asset at 31.12.2025 | - | - | (569) | (492) | - | (95) | (1,156)
Net balance at 31.12.2024 | 18,597 | 267,270 | 19,095 | 27,513 | 27,691 | 23,161 | 383,327
Net balance at 31.12.2025 | 20,390 | 273,545 | 37,967 | 70,866 | 37,301 | 47,990 | 488,059
- of which Right of Use | 4,177 | 31,723 | - | 42,689 | 32,912 | - | 111,501

Additions (136,666 thousand euro) mainly refer to industrial and commercial equipment (5,889 thousand euro), work in progress and payments on account (28,115 thousand euro) and leased assets (93,639 thousand euro).
Depreciation (69,738 thousand euro) refers to economic and technical depreciation determined on the basis of the useful life of the assets or their remaining possible use by the Group. Amortisation related to right of use amounted to 44,599 thousand euro.
The provision for impairment losses for 664 thousand euro increased mainly due to the entry into the scope of consolidation of the companies of 2i Rete Gas.
Rights of use are detailed in the following table:

(€ thousands) | As of 31 December 2024 | Depreciation | Business combination | Increases | Decreases | Reclassifications | other changes | As of 31 December 2025
Land | 4,278 | (535) | 0 | 443 | 0 | (9) | 0 | 4,177
Buildings | 30,989 | (13,107) | 10,533 | 17,552 | (1,278) | (12,966) | 0 | 31,723
- operating properties | 30,989 | (13,107) | 10,533 | 17,552 | (1,278) | (12,966) | 0 | 31,723
Industrial and commercial equipment | 10,227 | (14,922) | 8,446 | 51,340 | (98) | (11,066) | (1,238) | 42,689
- cars and ICT | 10,227 | (14,922) | 8,446 | 51,340 | (98) | (11,066) | (1,238) | 42,689
Other assets | 23,926 | (16,036) | 4,625 | 24,304 | (1,390) | (2,517) |  | 32,912
| 69,420 | (44,600) | 23,604 | 93,639 | (2,766) | (26,558) | (1,238) | 111,501
Interest expense (included in financial expense) | 1,376 |  |  |  |  |  |  | 2,567

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Land and buildings, equal to 293,944 thousand euro (285,867 thousand euro as at 31 December 2024), mainly include buildings for office use, workshops, warehouses and depots used in the corporate business, of which rights of use for 35,908 thousand euro.
Plant and machinery (37,967 thousand euro and 19,095 thousand euro as at 31 December 2024) mainly relates to photovoltaic plants and electric car charging points.
Industrial and commercial equipment (70,857 thousand euro and 27,513 thousand euro as at 31 December 2024) include rights of use for 42,689 thousand euro relating to IT infrastructures and leased vehicles.
During the year, there were no changes in the estimated useful life of assets or in the depreciation rates applied and explained by category in section - “Measurement criteria - Property, plant and equipment”.
Property, plant and equipment are not collateralised and there are no restrictions on ownership and property.
Contractual commitments to purchase property, plant and equipment, and to provide services related to the construction thereof, are reported in section “Guarantees, commitments and risks”. During the year, no impairment indicators were observed, nor any significant variations to the measurement of the recoverability of the value recognised in the financial statements for Property, plant and equipment.
13.1 Property, plant and equipment by business segment
Property, plant and equipment by operating segment are broken down as follows:

(€ thousands) | As of 31 December 2024 | As of 31 December 2025
Historical cost | 914,839 | 1,143,929
Gas distribution | 836,656 | 1,060,698
Water service | 13,875 | 15,461
Energy efficiency | 38,714 | 42,351
Corporate | 25,594 | 25,419
Depreciation, amortisation and impairment of asset | (531,511) | (655,870)
Gas distribution | (485,393) | (604,647)
Water service | (11,960) | (13,106)
Energy efficiency | (20,853) | (23,166)
Corporate | (13,305) | (14,951)
Net book value | 383,328 | 488,059
Gas distribution | 351,263 | 456,051
Water service | 1,915 | 2,355
Energy efficiency | 17,861 | 19,185
Corporate | 12,289 | 10,468

14) Intangible assets
Intangible assets , aamounting to 14,723,294 thousand euro as at 31 December 2025 (8,883,270 thousand euro as at 31 December 2024) break down as follows.

| As of 31 December 2024
| Finite useful life |  | Indefinite useful life |  |
(€ thousands) | Service concession arrangements | Industrial patent rights and intellectual property rights | Work in progress and payments on account IFRC 12 | Work in progress and payments on account | Other Intangible Assets |  | Goodwill |  | Total
Historical cost at 31.12.2023 | 14,262,509 | 604,240 | 225,165 | 25,837 | 182,611 |  | 190,463 |  | 15,490,825
Additions | 638,950 | 15,500 | 182,870 | 14,062 | 27,305 |  | 0 |  | 878,687
Government grants | 0 | 0 | (21,424) | 0 | 0 |  | 0 |  | (21,424)
Assets acquired through business combination | 37,476 | 5 | 0 | 0 | 0 |  | 0 |  | 37,481
Disposals | (80,340) | (595) | 0 | 0 | (45) |  | 0 |  | (80,980)
Reclassifications | 169,475 | 36,976 | (171,973) | (13,539) | (20,939) |  | 0 |  | 0
Other changes | (874,964) | 0 | 0 | 0 | 0 |  | 0 |  | (874,964)
Historical cost at 31.12.2024 | 14,153,106 | 656,126 | 214,638 | 26,360 | 188,932 |  | 190,463 |  | 15,429,625
Accumulated amortisation at 31.12.2023 | (6,002,778) | (507,691) |  |  | (155,508) |  |  |  | (6,665,977)
Amortisation | (454,151) | (38,305) |  |  | (3,655) |  |  |  | (496,111)
Assets acquired through business combination | (2,037) | 0 |  |  | 0 |  |  |  | (2,037)
Disposals | 31,061 | 135 |  |  | 44 |  |  |  | 31,240
Reclassifications | 3,234 | (1,532) |  |  | (1,702) |  |  |  | 0
Other changes | 575,364 | 0 |  |  | 0 |  |  |  | 575,364
Accumulated amortisation at 31.12.2024 | (5,849,307) | (547,393) | 0 | 0 | (160,821) |  | 0 |  | (6,557,521)
Provision for impairment of asset at 31.12.2023 | (48,251) | (10) | (2,686) | 0 | (1,292) |  |  |  | (52,239)
Uses | 12,565 | 0 | 0 | 0 | 0 |  |  |  | 12,565

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Disposals | 839 | 0 | 0 | 0 | 1 |  |  |  | 840
Reclassifications | (238) | 0 | 238 | 0 | 0 |  |  |  | 0
Provision for impairment of asset at 31.12.2024 | (35,085) | (10) | (2,448) | 0 | (1,291) |  | 0 |  | (38,834)
Net balance at 31.12.2023 | 8,211,480 | 96,539 | 222,479 | 25,837 | 25,811 |  | 190,463 |  | 8,772,609
Net balance at 31.12.2024 | 8,268,714 | 108,723 | 212,190 | 26,360 | 26,820 |  | 190,463 |  | 8,833,270

| As of 31 December 2025
| Finite useful life |  | Indefinite useful life |  |
(€ thousands) | Service concession arrangements | Industrial patent rights and intellectual property rights | Work in progress and payments on account IFRC 12 | Work in progress and payments on account | Other Intangible Assets |  | Goodwill |  | Total
Historical cost at 31.12.2024 | 14,153,106 | 656,126 | 214,638 | 26,360 | 188,932 |  | 190,463 |  | 15,429,625
Additions | 771,859 | 584 | 223,840 | 68,895 | 1,778 |  | 0 |  | 1,066,956
Government grants | (25,505) | 0 | 0 | 0 | 0 |  | 0 |  | (25,505)
Assets acquired through business combination | 8,853,080 | 297,116 | 63,530 | 583 | 9,910 |  | 522,531 |  | 9,746,751
Disposals | (95,246) | 0 | 0 | 0 | 0 |  | 0 |  | (95,246)
Reclassifications | 228,078 | 30,617 | (150,183) | (30,616) | (77,896) |  | 0 |  | 0
Other changes | (523,723) | 1,991 | (35,342) | (4,980) | (16,936) |  | (21,950) |  | (600,940)
Hisorical cost at 31.12.2025 | 23,361,649 | 986,434 | 316,483 | 60,242 | 105,788 |  | 691,044 |  | 25,521,641
Accumulated amortisation at 31.12.2024 | (5,849,307) | (547,393) |  |  | (160,821) |  |  |  | (6,557,521)
Amortisation | (580,485) | (57,216) |  |  | (4,906) |  |  |  | (642,606)
Assets acquired through business combination | (3,580,149) | (248,226) |  |  | (9,654) |  |  |  | (3,838,029)
Disposals | 52,058 | 0 |  |  | 0 |  |  |  | 52,058
Reclassifications | (93,940) | 0 |  |  | 93,940 |  |  |  | 0
Other changes | 290,579 | 3,557 |  |  | 1,779 |  |  |  | 295,915
Accumulated amortisation at 31.12.2025 | (9,761,244) | (849,277) | 0 | 0 | (79,662) |  | 0 |  | (10,690,183)
Provision for impairment of asset at 31.12.2024 | (35,085) | (10) | (2,448) | 0 | (1,291) |  |  |  | (38,834)
Uses | 20,883 | 0 | (1,500) | 0 | 0 |  |  |  | 19,383
Reclassifications | 6,232 | (361) | (5,871) | 0 |  |  |  |  | 0
Assets acquired through business combination | (92,513) | 0 | 0 | 0 | 336 |  |  |  | (92,177)
Other changes | 3,800 | 0 | 0 | 0 | (336) |  |  |  | 3,464
Provision for impairment of asset at 31.12.2025 | (96,683) | (371) | (9,819) | 0 | (1,291) |  | 0 |  | (108,164)
Net balance at 31.12.2024 | 8,268,714 | 108,723 | 212,190 | 26,360 | 26,820 |  | 190,463 |  | 8,833,270
Net balance at 31.12.2025 | 13,503,722 | 136,786 | 306,664 | 60,242 | 24,835 |  | 691,044 |  | 14,723,294

The investments, amounting to 1,066,956 thousand euro, includes technical investments made during the year (995,699 thousand euro, mainly relating to network extension and extraordinary maintenance and the replacement of meters) and investments in other intangible assets amounting to 71,257 thousand euro.
Service concession Agreements (including the related work in progress), amounting to 13,810,386 thousand euro (8,480,904 thousand euro as at 31 December 2024), refer to agreements between the public and private sectors on the development, financing, management and maintenance of infrastructure under concession by a contracting party. The provisions relating to the service concession Agreements are applicable for Italgas in its role as a public service natural gas distributor in Italy and Greece and in water service management, i.e. they are applicable to the agreements under which the operator is committed to providing the public natural gas distribution and water service at the tariff established by the Authority, holding the right to use the infrastructure and for the purposes of providing the public service. This item also includes for 99,893 thousand euro the residual value of the intangible asset “licences” measured during the purchase price allocation of the Enaon Group relating to the licences for gas distribution in Greece expiring in 2043. The change resulting from the inclusion of the companies of the 2i Rete Gas Group in the scope of consolidation in FY 2025 amounts to 5,243, thousand euro. Other changes to Service concession arrangements mainly include assets held for sale amounting to 250,781 thousand euro (historical cost of 480,192 thousand euro and accumulated amortisation of 229,411 thousand euro). For more details, see Note 17) Assets and liabilities held for sale.
Changes to the scope of consolidation in 2025 refer to the business combination of 2i Rete Gas, whereas those in 2024 referred to the business combination of Acqua Campania, which manages the Acquedotto della Campania Occidentale (ACO) under a concession contract.
Work in progress and payments on account IFRIC 12 for 306,664 thousand euro (212,190 thousand euro at 31 December 2024) mainly refers to new networks under construction and digitisation of natural gas distribution networks. The change resulting from the inclusion of the companies of the 2i Rete Gas Group in the scope of consolidation amounts to 63,530 thousand euro.
Industrial patent rights and intellectual property rights of 136,786 thousand euro (108,723 thousand euro as at 31 December 2024) mainly concern information systems and applications in support of operating activities.
Other intangible assets of 24,835 thousand euro (26,820 thousand euro as at 31 December 2024) concern mainly the customer lists relating to the acquisition of an ESCo business.
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Intangible assets with an undefined useful life of 691,044 thousand euro (190,463 thousand euro as at 31 December 2024) mainly refer to goodwill arising in relation to the process of allocation of prices paid for the companies acquired in previous financial years. The increase of 500,581 thousand euro is attributable to the aforementioned acquisition of 2i Rete Gas. In particular, the change to the initial scope of consolidation amounted to 522,531 thousand euro, before it was reduced by 21,950 thousand euro following the reclassification to Non-current assets held for sale in compliance with the measure of the Italian Competition Authority (AGCM). For further clarification, see the note on “Assets and liabilities held for sale”.
At the date of approval of this document, the purchase price allocation (PPA) process of the 2i Rete Gas transaction was completed. Nevertheless, the Group reserves the right to definitively report the effects of the PPA within 12 months from the acquisition date, namely by 31 March 2026, as provided for by IFRS 3. Any adjustments arising from the finalisation of the PPA will be accounted for retrospectively, restating comparative data where necessary.
The provision for impairment losses, amounting to 108,164 thousand euro (38,834 thousand euro as at 31 December 2023), increased by 92,513 thousand euro following the acquisition of 2i Rete Gas and mainly relates to service concession arrangements and metering instruments, in relation to the disposals made during the financial year of metering instruments that were not working, in advance of their useful life.
Research and development costs for the period are included in the item Work in progress and include the costs incurred for the in-house development of the Nimbus meter.
Contractual commitments to purchase intangible assets, and to provide services related to the development thereof, are reported in section “Guarantees, commitments and risks”.
Impairment test
The carrying amount of property, plant and equipment and intangible assets is periodically revised as per IAS 36, which requires that the existence of impairment indicators be assessed. In the case of goodwill, intangible assets with an indefinite useful life or intangible assets not yet available for use, this assessment is done at least once a year and whenever there is an indication of possible impairment. In 2025, the impairment test was performed for all of the following cash generating units (CGUs):
- Distribution and metering of natural and other gases;
- Distribution and metering of natural gas abroad;
- Integrated water service;
- Other activities (ESCos).
As envisaged by IAS 36, the recoverability of the values recognised is verified by comparing the carrying amount of the net invested capital recognised in the financial statements referring to each CGU, including goodwill where present, with the recoverable amount, determined as the higher of value in use of the asset in its current condition and the value obtainable from selling the asset (fair value), less costs of sell.
The goodwill recognised following the business combination is attributable to the CGUs that benefit from the synergies arising from the acquisition, and allocated as follows:
- Distribution and metering of natural and other gases: 566.8 million euro (increased compared to the comparative financial year following the acquisition of 2i Rete Gas);
- Distribution and metering of natural gas abroad: 115.8 million euro (unchanged compared from previous year);
- Other activities (ESCo - Energy Service Company): 8.4 million euro (unchanged from previous year).
With reference to the “Distribution and metering of natural and other gases” CGU, the recoverable value was estimated as the value of the Net invested capital attributed for tariff purposes (RAB – Regulatory Asset Base) by the Authority. The use of the RAB for estimating recoverable amount is a generally accepted method in regulated utility sectors.
No impairment was found as a result of the test carried out.
With reference to the CGU “Distribution and metering of natural gas abroad”, the recoverable amount was estimated according to the value in use method determined on the basis of the Discounted Cash Flow (DCF) method. The expected cash flows for the explicit period 2025-2031 are taken from the 2025- 2031 Strategic Plan approved by Italgas’ Board of Directors on 29 October 2025 (“2025-2031 Strategic Plan”) and the terminal value was estimated as equal to the RAB at the end of the plan period increased by 15% (as predicted by the regulation applicable in Greece). Cash flows were discounted at a WACC post-tax of 4.7% (unchanged compared to 31 December 2024).
The main assumptions underlying the expected cash flows for the explicit period concerned: (i) the amount and the timing of the investments for the expansion, digitisation of the distribution network and replacement of traditional meters with smart meters; (ii) the number of re-delivery points to be acquired over the duration of the plan with a compound annual growth rate (CAGR) of 6.5%, and (iii) the assumptions related to the volumes of gas distributed over the duration of the plan (an increase in consumption with a CAGR of +7.5% was estimated), relevant for the generation of cash, including the timing of the collection of the Recoverable Difference. These assumptions are based on historical data and public reports on gas market trends and related consumption.
No impairment was found as a result of the test carried out. A sensitivity analysis was conducted on the recovery of 50% of the Recoverable Difference beyond the timeframe of the plan (2030) and this analysis did not detect any impairment either. The headroom of the baseline – terminal value RAB +15% – is approximately 93 million euro (86 million euro as at 31 December 2024) and is zeroed in the case of a 1.4-percentage-point increase in the post-tax WACC.
With reference to the “Integrated water service” CGU, the recoverable amount was estimated as the value of the net invested capital recognised for tariff purposes by the Authority (NIC) taking into account the Recoverable Difference (Rc component of the constraint on the operator’s revenues). The use of the tariff NIC including adjustments for estimating the recoverable amount is a generally accepted method in the sector. The value of the CIN is estimated by updating the latest data approved by the designated authorities with the variations that occurred up to the balance sheet date; the estimate includes the variations of the CIN (increments, disposals, contributions and amortizations) and the revaluation rate. No impairment was found as a result of the test carried out.
With reference to the “Other activities (ESCos)” CGU, the recoverable value was determined, as value in use, on the basis of the cash flows deriving from the 2025-2031 Strategic Plan approved by management using the Discounted Cash Flow (DCF) method.
Cash flows were discounted at a WACC post-tax of 4.7% and 6.0% (the range as at 31 December 2024 was 4.7% – 8.1%), for photovoltaic activities and energy efficiency services, respectively. The terminal value was estimated for the business of energy efficiency interventions as perpetuity at the end of the plan (2031) taking into account a growth rate (g) of 2%, in line with expected inflation. For the photovoltaic business portion, flows for the period of the plan were extended along the period of residual life of the plants.
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The value in use determined according to the methods described above is higher than the value of the net invested capital of the CGU. Therefore, no impairment losses were found.
The recoverability of the value of the invested capital of the CGU was also confirmed by a sensitivity analysis, providing for a terminal value based on an EBITDA 2031 multiple of 7x. The headroom of the baseline with TV perpetuity is approximately 75 million euro (39 million euro as at 31 December 2024). In order for the fair value to be equal to the carrying amount, is necessary an increase in the discount rate of 1.1 percentage point for energy efficiency services and 7.0 percentage point for photovoltaic.
14.1 Intangible assets by business segment
Intangible assets by operating segment are analysed as follows:

(€ thousands) | As of 31 December 2024 | As of 31 December 2025
Historical cost | 15,429,624 | 25,521,642
Gas distribution | 15,272,145 | 25,384,924
Water service | 117,935 | 96,088
Energy efficiency | 36,643 | 37,079
Corporate | 2,901 | 3,551
Depreciation, amortisation and impairment of asset | (6,596,354) | (10,798,348)
Gas distribution | (6,515,969) | (10,739,888)
Water service | (66,335) | (42,131)
Energy efficiency | (13,007) | (14,634)
Corporate | (1,043) | (1,695)
Ne book value | 8,833,270 | 14,723,294
Gas distribution | 8,756,176 | 14,645,036
Water service | 51,600 | 53,957
Energy efficiency | 23,636 | 22,445
Corporate | 1,858 | 1,856

15) Investments accounted for using the equity method
Investments accounted for using the equity method , amounting to 166,778 thousand euro (155,715 thousand euro at 31 December 2024) break down as follows:

(€ thousands) | As of 31 December 2023 | Investment | Share of the profit of investments in associates/joint ventures (*) | Dividends paid | Other changes | As of 31 December 2024
Umbria Distribuzione Gas S.p.A. | 1,467 | 0 | (418) | 0 | 0 | 1,049
Metano Sant'Angelo Lodigiano S.p.A. | 1,077 | 0 | 73 | (93) | 0 | 1,057
Gesam Reti S.p.A. | 21,417 | 0 | 1,556 | (868) | 0 | 22,105
Enerpaper S.r.l. | 488 | 0 | (488) | 0 | 0 | 0
Energie Rete Gas S.r.l. | 21,896 | 0 | (268) | 0 | 0 | 21,628
Siciliacque S.p.A. | 52,828 | 15,000 | 4,292 | 0 | (40) | 72,080
Acqualatina S.p.A. | 32,598 |  | 5,198 | 0 | 0 | 37,796
| 131,771 | 15,000 | 9,945 | (961) | (40) | 155,715
(*) The values reported are integrated with the adjustments made in application of the equity valuation criterion

(€ thousands) | As of 31 December 2024 | Investment | Share of the profit of investments in associates/joint ventures (*) | Dividends paid | Other changes | As of 31 December 2025
Umbria Distribuzione Gas SpA | 1,049 | 0 | 1,733 | 0 | 0 | 2,782
Metano Sant'Angelo Lodigiano S.p.A. | 1,057 | 0 | 237 | (130) | 0 | 1,164
Gesam Reti S.p.A. | 22,105 | 0 | 1,303 | (975) | 0 | 22,433
Energie Rete Gas S.r.l. | 21,628 | 0 | (142) | 0 | 0 | 21,486
Siciliacque S.p.A. | 72,080 | 0 | 1,303 | 0 | 0 | 73,383
Acqualatina S.p.A. | 37,796 | 0 | 4,258 | 0 | 0 | 42,054
Melegnano Energia Ambiente | 0 | 0 | 47 | (45) | 3,475 | 3,477
| 155,715 | 0 | 8,738 | (1,150) | 3,475 | 166,778

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Equity investments are not collateralised, with the exception of (i) shares in Acqualatina S.p.A., which are encumbered by a pledge in favour of Banco BPM to guarantee a project finance; (ii) shares held in Siciliacque S.p.A., which are encumbered by a pledge in favour of the financing banks Unicredit S.p.A. and Intesa Sanpaolo S.p.A. to guarantee the non-recourse project finance granted to the affiliate.
The Group verified the recoverable amount for all equity investments held, regardless of the existence of impairment indicators.
With reference to the Gesam Reti S.p.A., Umbria Distribuzione Gas S.p.A. and Metano Sant’Angelo Lodigiano S.p.A. equity investments, the recoverable amount was estimated as the value of the net invested capital attributed for tariff purposes (RAB – Regulatory Asset Base) by the Authority net of the net financial position. The use of the RAB for estimating recoverable amount is a generally accepted method in regulated utility sectors. No impairment was found as a result of the test carried out.
The recoverable value of Energie Rete Gas was determined, as value in use, on the basis of the cash flows deriving from the 2026-2040 Plan, developed by the Group's management, approved by Company Management using the Discounted Cash Flow (DCF) method. Furthermore, the terminal value was estimated to be equal to the value of the RAB at the end of the plan period, plus 10%. The cash flows were discounted at a rate representative of the weighted average cost of capital (WACC) equal to 4.44%. The value in use determined according to the methods described above was higher than the value of the equity investment. Therefore, no impairment losses were found.
recoverable amount of the equity investments in Siciliacque S.p.A. and Acqualatina S.p.A. was estimated as the value of the Net Invested Capital attributed for tariff purposes taking into account the tariff adjustments (Rc component of the constraint on the operator’s revenue) net of the net invested position. The use of the tariff NIC including adjustments for estimating the recoverable amount is a generally accepted method in the sector. No impairment was found as a result of the test carried out. It should be noted that Siciliacque S.p.A. submitted its tariff proposal to the competent authorities and is awaiting formal approval.
Consolidated companies, joint ventures, associates and other significant equity investments are indicated separately in the Appendix “Subsidiaries, associates and equity investments of Italgas S.p.A. at 31 December 2025”, which is an integral part of these notes.
Other information on equity investments
In accordance with the provisions of IFRS 12 - “Disclosure of interests in other entities”, the economic and financial data for joint ventures and associates are provided below. The aggregated presentation does not obscure relevant information and gives a clearer overview of the equity investments in similar entities.
Equity investments in joint ventures
The IFRS-compliant economic and financial data on equity investments in joint ventures operating in the distribution of natural gas 155 are reported below according to their relevance:

| As of 31 December 2024
(€ thousands) | Gas distribution
Current assets | 1,125
- of which Cash and Cash equivalents | 865
Non-current assets | 6,751
Total assets | 7,876
Current liabilities | (2,895)
- of which Current financial liabilities | (2,606)
Non-current liabilities | (2,867)
- of which Non-current financial liabilities | 0
Total liabilities | (5,762)
Equity | 2,114
Equity attributable to the Group | 1,057
Other adjustments | 0
Carrying amount | 1,057

155 The financial statement figures for joint ventures values refer to the preliminary and/or approved reporting packages.
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Revenues | 1,619
Operating costs | (909)
Amortisation, depreciation and impairment of asset | (299)
Operatin result | 411
Financial Income (Expense) | (129)
Income taxes | (79)
Net profit | 203
Total comprehensive income | 203
Group interest | 102

(*) Includes equity investment in Energie Rete Gas reclassified as at 31 December 2024 from joint ventures to Equity investments in associates.

| As of 31 December 2025
(€ thousands) | Gas distribution
Current assets | 1,790
- of which Cash and Cash equivalents | 843
Non-current assets | 6,640
Total assets | 8,430
Current liabilities | (3,506)
- of which Current financial liabilities |
Non-current liabilities | (2,597)
- of which Non-current financial liabilities | (2,500)
Total liabilities | (6,103)
Equity | 2,327
Equity attributable to the Group | 1,064
Other adjustments | 0
Carrying amount | 1,064
Revenues | 1,892
Operating costs | (872)
Amortisation, depreciation and impairment of asset | (326)
Operatin result | 694
Financial Income (Expense) | (112)
Income taxes | (166)
Net profit | 416
Total comprehensive income | 416
Group interest | 208

Metano Sant’Angelo Lodigiano S.p.A.
Metano Sant’Angelo Lodigiano S.p.A. operates in the natural gas distribution sector in the municipalities of Sant’Angelo Lodigiano (LO), Villanova del Sillaro, Bargano (LO), Castiraga Vidardo (LO), Marudo (LO) and Villanterio (PV).
The share capital of Metano Sant’Angelo Lodigiano S.p.A. is held by Italgas S.p.A. (50%) and by Comune di Sant’Angelo Lodigiano (50%). The corporate governance rules establish that the decisions on the significant activities have to be taken with the unanimous consent of the private partner (Italgas S.p.A.) and the Public Partner (Municipalities).
Equity investments in associates
Some economic and financial data for each significant associate 156 , considered material and accounted for using the equity method as required by IFRS 12 “Disclosure of Interests in Other Entities”:

| As of 31 December 2024
(€ thousands) | Gas distribution | Water service | ESCo companies
- of which Cash and Cash equivalents | 5,643 | 4,420 | 63,624
Non-current assets | 71,274 | 119,880 | 391,156
Total assets | 94,360 | 145,496 | 766,361
Current liabilities | (29,378) | (11,128) | (346,260)
- of which Current financial liabilities | (7,238) | (1,721) | (36,139)
Non-current liabilities | (21,977) | (99,932) | (181,517)
- of which Non-current financial liabilities | (10,814) | (99,932) | (88,786)

156 The financial statement figures for associated companies values refer to the preliminary and/or approved reporting packages.
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Total liabilities | (51,355) | (111,060) | (527,777)
Equity | 43,005 | 34,436 | 238,584
Equity attributable to the Group | 18,616 | 16,874 | 144,795
Other adjustments | 4,538 | 4,755 | (34,918)
Carrying amount | 23,154 | 21,629 | 109,877
Revenues | 21,936 | 15,859 | 203,578
Operating costs | (12,381) | (3,693) | (134,534)
Amortisation, depreciation and impairment of asset | (3,979) | (5,316) | (47,257)
Operating Result | 5,576 | 6,850 | 21,787
Financial Income (Expense) | (723) | (6,405) | 827
Income taxes | (1,614) | (929) | (6,049)
Net profit | 3,239 | (484) | 16,565
Total comprehensive income | 3,239 | (484) | 16,565
Group interest | 1,378 | (237) | 9,529

| As of 31 December 2025
(€ thousands) | Gas distribution | Gas transmission | Water service
- of which Cash and Cash equivalents | 8,883 | 983 | 61,313
Non-current assets | 75,764 | 125,369 | 539,308
Total assets | 103,575 | 149,206 | 877,519
Current liabilities | (25,456) | (4,332) | (334,867)
- of which Current financial liabilities | (4,413) | 0 | (5,600)
Non-current liabilities | (20,951) | (110,434) | (293,291)
- of which Non-current financial liabilities | (11,420) | (109,198) | (97,087)
Total liabilities | (46,407) | (114,766) | (628,158)
Equity | 57,168 | 34,440 | 249,361
Equity attributable to the Group | 24,419 | 16,876 | 150,525
Other adjustments | 4,273 | 4,610 | (35,088)
Carrying amount | 28,692 | 21,486 | 115,437
Revenues | 25,223 | 15,754 | 188,472
Operating costs | (9,488) | (4,040) | (132,834)
Amortisation, depreciation and impairment of asset | (4,272) | (5,851) | (33,702)
Operating Result | 11,463 | 5,863 | 21,936
Financial Income (Expense) | (804) | (5,956) | (6,176)
Income taxes | (3,384) | (401) | (5,239)
Net profit | 7,275 | (494) | 10,521
Total comprehensive income | 7,275 | (494) | 10,521
Group interest | 3,195 | (242) | 5,638

Umbria Distribuzione Gas S.p.A.
Umbria Distribuzione Gas S.p.A. operates in the natural gas distribution segment in Umbria.
The share capital of Umbria Distribuzione Gas S.p.A. is held by Italgas S.p.A. (45%), by A.S.M. Terni S.p.A. (40%) and by Acea S.p.A. (15%).
Umbria Distribuzione Gas manages the natural gas distribution service in the Municipality of Terni, using an integrated system of infrastructure, mostly owned by Terni Reti S.r.l., a wholly-owned subsidiary of said Municipality.
Gesam Reti S.p.A.
Gesam Reti S.p.A. operates in the natural gas distribution and network management sector (owned 42.96% by Toscana Energia S.p.A.) in the municipality of Lucca and in another 7 municipalities of the province.
Energie Rete Gas S.r.l.
Energie Rete Gas S.r.l. is a company active in gas transmission through a network of regional methane pipelines located in Valle D’Aosta, Piedmont, Liguria, Tuscany and Sardinia.
The share capital of the company is held by Energetica S.p.A. (51%) and Medea S.p.A. (49%).
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Siciliacque S.p.A.
Siciliacque S.p.A. operates in Sicily, under concession, the services of water collection, storage, purification and water adduction at a supra-regional level. It is 75% owned by Idrosicilia S.r.l. and the remaining 25% by the Sicily Region, which exercises control.
Acqualatina S.p.A.
Acqualatina S.p.A. is a joint publicly controlled company operating in the Water Service in the Province of Latina and lower Lazio (Optimal Territorial Areas (OTA) n. 4 Lazio Meridionale or ATO 4). 51% of its capital is held by the municipalities in ATO 4 and the remaining 49% by Idrolatina S.r.l.
Melegnano Energia Ambiente S.p.A.
Melegnano Energia Ambiente S.p.A. is a company active in the provision of local public services, including gas and water distribution, in the Municipalities of Melegnano and Binasco.
The company’s share capital is held by the Municipality of Melegnano (60%) and by Italgas Reti S.p.A. (40%).
16) Non-current financial assets
Non-current financial assets , amounting to 349,295 thousand euro (339,747 thousand euro as at 31 December 2024), are broken down as follows:

(€ thousands) | As of 31 December 2024 | As of 31 December 2025
Financial receivables | 319,388 | 324,027
Other equity investments | 20,359 | 25,268
| 339,747 | 349,295

The item Financial receivables for 324,027 thousand euro mainly includes the residual value of the gas distribution concession in Rome (entered into in 2012 and expired in November 2024) amounting to 299.6 million euro. The concession established that the operator (Italgas Reti S.p.A.) had the unconditional right to receive such amount upon expiry.
Other equity investments for 25,268 thousand euro relates to the fair value measurement of the investments in Picarro Inc. (16,637 thousand euro) and Reti Distribuzione S.p.A. (8,400 thousand euro) .
17) Assets held for sale
Assets held for sale , amounting to 281,410 thousand euro (5,351 thousand euro as at 31 December 2024), and liabilities held for sale , amounting to 46,252 thousand euro, mainly relate to the disposal of a defined number of re-delivery points (PdRs) in specific ATEMs identified by the Italian Competition Authority (AGCM) following the acquisition of 2i Rete Gas.
On 6 June 2025, Italgas published a notice for the sale of control of the activities corresponding to at least 20% of the total re-delivery points in the following ATEMs: Agrigento, Bari 2, Benevento, Brescia 5, Caltanissetta, Campobasso, Caserta 2, Catania 1, Frosinone 2, L’Aquila 2, Mantua 2, Massa Carrara, Matera, Messina 2, Naples 2, Novara 2, Padua 2, Padua 3, Potenza 1, Potenza 2, Ragusa, Reggio di Calabria-Vibo Valentia, Rome 4, Rome 5, Salerno 1, Salerno 3, Teramo, Turin 6, Trapani, Varese 1, Viterbo. Furthermore, Italgas published a notice for disposal of control of the activities held in the ATEMs of Barletta-Andria-Trani, Caserta 1, Cosenza 2 and Pisa, corresponding to the number of re-delivery points (PdRs) that Italgas S.p.A. acquired from 2i Rete Gas S.p.A.
The Authority completed the assessment of the suitability of potential buyers and, in accordance with AGCM Measure no. 31476, awarded the gas distribution activities in twelve Territorial Areas (ATEMs), including Bari 2, Barletta-Andria-Trani, Brescia 5, Campobasso, Frosinone 2, Massa Carrara, Padua 2 and 3, Pisa, Rome 5, Teramo and Viterbo. Having been selected through a competitive procedure, the buyers were Ascopiave S.p.A., Erogasmet S.p.A., GP Infrastrutture S.r.l., and a temporary consortium consisting of Plures (formerly Alia Servizi Ambientali S.p.A.), Estra S.p.A. and Centria S.r.l.
A total of 247,000 re-delivery points will be sold for a total consideration of 253.1 million euro, together with the related networks and service plants, the personnel involved and the assets required for service management. On 1 March 2026, the ATEMs of Bari 2, Barletta-Andria-Trani, Pisa and Teramo were transferred
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to a temporary consortium comprising Plures, Estra and Centria, for approximately 120,000 active re-delivery points (PdRs). The remaining disposals will take place by the second quarter of 2026.
See point 39 – “Significant events after year end”, for updates on the disposal procedure.

(€ thousand) | As of 31 December 2024 | As of 31 December 2025
Assets held for sale | 5,351 | 281,410
of which goodwill |  | 21,950
Liabilities directly associated with non-current assets held for sale |  | (46,252)
| 5,351 | 235,158

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18) Current and non-current financial liabilities
Current financial liabilities, amounting to 975,322 thousand euro (980,569 thousand euro as at 31 December 2024) and non-current financial liabilities, amounting to 10,440,320 thousand euro (6,205,299 thousand euro as at 31 December 2024), break down as follows:

(€ thousands) | As of 31 December 2024
Current liabilities |  | Non-current liabilities
Current liabilities | Current portion of long-term liabilities | Total current liabilities |  | Non-current portion due within 5 years | Non-current portion due beyond 5 years | Total non-current liabilities
Bank loans | 250,334 | 70,744 | 321,078 |  | 429,099 | 483,548 | 912,647
Notes |  | 569,817 | 569,817 |  | 3,111,521 | 2,136,922 | 5,248,443
Lease liabilities (IFRS 16 and IFRC 12) | 24,625 | 21,649 | 46,274 |  | 34,940 | 9,269 | 44,209
Other shareholders | 43,376 | 24 | 43,400 |  | 0 | 0 | 0
| 318,335 | 662,234 | 980,569 |  | 3,575,560 | 2,629,739 | 6,205,299
(€ thousands) | As of 31 December 2025
Current liabilities |  | Non-current liabilities
Current liabilities | Current portion of long-term liabilities | Total current liabilities |  | Non-current portion due within 5 years | Non-current portion due beyond 5 years | Total non-current liabilities
Bank loans | 2,069 | 322,847 | 324,916 |  | 1,915,784 | 389,723 | 2,305,507
Notes |  | 550,864 | 550,864 |  | 4,980,920 | 3,076,111 | 8,057,031
Lease liabilities (IFRS 16 and IFRC 12) | 24,625 | 30,297 | 54,922 |  | 61,241 | 16,541 | 77,782
Other shareholders loans | 44,596 | 24 | 44,620 |  |  |  | 0
| 71,290 | 904,032 | 975,322 |  | 6,957,945 | 3,482,375 | 10,440,320

On 6 March 2025, under the EMTN Programme, Italgas placed a "dual-tranche" note with fixed rates and maturities of 5 and 9 years, maturing on 6 March 2030 and 2034, respectively, with each tranche amounting to 500 million euro and annual coupons of 2.875% and 3.500%, respectively.
On 31 March 2025, Italgas drew on the so-called Bridge credit line of 1,000 million euro, granted under the financing agreement signed on 5 October 2024 with J.P. Morgan Chase Bank, N.A. – Milan Branch, Banco BPM S.p.A., Bank of America Europe Designated Activity Company – Milan Branch, Citibank N.A. – Milan Branch, Morgan Stanley Bank AG, and Société Générale – Milan Branch, as the financing banks. This facility was fully repaid on 20 June thanks to the capital increase.
On 16 May 2025, Italgas entered into two floating-rate bank loans with leading credit institutions, each amounting to 300 million euro (for a total amount of 600 million euro) and with a duration of three years.
On 17 June 2025 Italgas took out a floating-rate bank loan with a leading bank. The loan was for a total amount of 300 million euro and for a duration of three years. In addition, in September, Italgas obtained two floating- rate bank loans for a total amount of 500 million euro, with a three-year maturity, used for the reimbursement of a note maturing on 11 September.
On 10 July 2025, Consob approved the new EMTN (Euro Medium Term Notes) Programme with a maximum nominal amount of 5 billion euro, providing for the issuance of one or more non-convertible notes to be executed within one year and placed exclusively with institutional investors. The new Italgas EMTN Programme is the first EMTN programme of its kind for companies in Italy that provides for the issuance of securities in dematerialised form, with listing on the Mercato Telematico delle Obbligazioni (“MOT”, Government Bond and Securities Electronic Market), operated by Borsa Italiana S.p.A..
As required by IAS 7 (§44A), below is the statement showing the reconciliation of the changes in financing liabilities, distinguishing between changes arising from cash flow and other non-monetary changes changes.

| As of |  | As of |  |
(€ thousands) | 31 December 2024 | Cash flow | Other changes | Business combinations | 31 December 2025
Bank loans | 1,233,725 | 1,073,071 | (12,798) | 336,425 | 2,630,423

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of which current | 321,078 | (324,539) | 307,861 | 20,516 | 324,916
of which non-current | 912,647 | 1,397,610 | (320,659) | 315,909 | 2,305,507
Notes | 5,818,260 | (2,500) | 73,998 | 2,718,137 | 8,607,895
of which current | 569,817 | (1,000,000) | 445,381 | 535,384 | 550,582
of which non-current | 5,248,443 | 997,500 | (371,383) | 2,182,753 | 8,057,313
Lease liabilities (IFRS 16 and IFRIC 12) | 90,483 | (46,705) | 65,738 | 23,188 | 132,704
of which current | 46,274 | (46,705) | 47,458 | 7,895 | 54,922
of which non-current | 44,209 |  | 18,280 | 15,293 | 77,782
Other loans | 43,400 | 1,220 | 0 | 0 | 44,620
of which current | 43,400 | 1,220 |  |  | 44,620
of which non-current |  |  |  | 0 | 0
| 7,185,868 | 1,025,086 | 126,938 | 3,077,750 | 11,415,642

Current financial liabilities
Current financial liabilities amounting to 975,314 thousand euro (980,569 thousand euro as at 31 December 2024) are mainly related to the current portion of non-current liabilities. The decrease of 5,255 thousand euro is attributable to the combined effect of (i) the reduction in bank loans maturing in 2025 compared to 2024, (ii) the decrease in the notes and related interest to be paid in 2025, (iii) the increase in the short-term portion of long-term bank loans, (iv) the increase in other items, such as IFRS 16 financial debt.
There are no current financial liabilities in currencies other than Euro.
Non-current financial liabilities
Non-current financial liabilities amount to 10,440,328 thousand euro (6,205,299 thousand euro as at 31 December 2024).
Net of lease liabilities, the increase is mainly attributable to the increase of notes for 2,808,588 thousand euro (especially deriving from the merger of 2i Rete Gas) and bank loans for 1,392,861 thousand euro.
The breakdown of the notes for 8,607,895 thousand euro, with the issuing company, year of issue, currency, average interest rate and due date, is provided in the following table.
Notes issued by Italgas S.p.A and Italgas Reti S.p.A.:

(€ thousands) |  |  |  |  |  |  |  |  |  |
Issuing company | Issue (year) | Currency | Nominal Value | Adjustment to amortized cost | Fair value bond | Financing value as at 31.12.2025 | Interest accrual | Balance as at 31.12.2025 | Rate (%) | Due date (year)
Euro Medium Term Notes |  |  |  |  |  |  |  |  |  |
ITALGAS S.p.A. | 2017 | euro | 750,000 | (1,340) |  | 748,660 | 11,552 | 760,212 | 1.63% | 19/01/2027
ITALGAS S.p.A. | 2017 | euro | 750,000 | (1,315) |  | 748,685 | 11,585 | 760,270 | 1.63% | 18/01/2029
ITALGAS S.p.A. | 2019 | euro | 600,000 | (3,652) |  | 596,348 | 3,609 | 599,957 | 0.88% | 20/04/2030
ITALGAS S.p.A. | 2019 | euro | 500,000 | (2,736) |  | 497,264 | 272 | 497,536 | 1.00% | 11/12/2031
ITALGAS S.p.A. | 2021 | euro | 500,000 | (2,459) |  | 497,541 | 0 | 497,541 | 0.00% | 16/02/2028
ITALGAS S.p.A. | 2021 | euro | 500,000 | (4,319) |  | 495,681 | 2,177 | 497,858 | 0.50% | 16/02/2033
ITALGAS S.p.A. | 2023 | euro | 500,000 | (6,178) |  | 493,822 | 11,639 | 505,461 | 4.13% | 08/06/2032
ITALGAS S.p.A. | 2024 | euro | 1,000,000 | (6,988) |  | 993,012 | 26,780 | 1,019,792 | 3.13% | 08/02/2029
ITALGAS S.p.A. | 2025 | euro | 500,000 | (3,620) |  | 496,380 | 11,814 | 508,194 | 2.88% | 06/03/2030
ITALGAS S.p.A. | 2025 | euro | 500,000 | (1,492) |  | 498,508 | 14,382 | 512,890 | 3.50% | 06/03/2034
ITG RETI (ex 2iretegas) | 2017 | euro | 435,000 | (1,786) |  | 433,214 | 2,586 | 435,800 | 1.75% | 28/08/2026
ITG RETI (ex 2iretegas) | 2017 | euro | 730,000 | (1,448) | (8,594) | 719,958 | 2,665 | 722,623 | 1.61% | 31/10/2027
ITG RETI (ex 2iretegas) | 2021 | euro | 500,000 | (5,154) | (38,000) | 456,846 | 13,713 | 470,559 | 0.58% | 29/01/2031
ITG RETI (ex 2iretegas) | 2023 | euro | 550,000 | (195) | 29,800 | 579,605 | 1,985 | 581,590 | 4.38% | 06/06/2033
Total |  |  | 8,315,000 | (42,682) | (16,794) | 8,255,524 | 114,759 | 8,370,283 |  |

During the purchase price allocation envisaged by IFRS 3 and resulting from the acquisition of the 2i Rete Gas Group, the fair value measurement of the fixed-rate bonds listed on the Irish market was carried out. The impact of this measurement is shown in the column “FV bond”.
Bond loans by the subsidiary Enaon:

(€ thousands) |  |  |  |  |  |  |  |  |
Issuing company | Issue (year) | Currency | Nominal Value | Adjustment to amortized cost | Financing value as at 31.12.2025 | Interest accrual | Balance as at 31.12.2025 | Rate (%) | Due date (year)
ENAON S.A. | 2025 | euro | 130,000 | (573) | 129,427 | 603 | 130,030 | 1,70% + 3M Euribor | 2029
ENAON S.A. | 2025 | euro | 61,500 | (5,637) | 55,863 | 285 | 56,148 | 1,90% + 3M Euribor | 2034
ENAON S.A. | 2025 | euro | 52,000 | (807) | 51,193 | 241 | 51,434 | 1,90% + 3M Euribor | 2027

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Total |  |  | 243,500 | (7,017) | 236,483 | 1,129 | 237,612 |  |

The breakdown of bank loans, amounting to 2,630,423 thousand euro is provided in the table below.

(€ thousands) |  |  |  |  |  |  |  |  |
Type | Issue (year) | Currency | Nominal Value | Adjustment to amortized cost | Financing value as at 31.12.2025 | Interest accrual | Balance as at 31.12.2025 | Rate (%) | Due date (year)
ITALGAS S.p.A. - EIB | 2017 | euro | 288,000 | (97) | 287,903 | 417 | 288,167 | 0,35+Euribor 6M | 15.12.2037
ITALGAS S.p.A. - EIB | 2015 | euro | 82,667 | (128) | 82,539 | 322 | 82,860 | 0,14+Euribor 6M | 22.10.2035
ITALGAS S.p.A. - EIB | 2016 | euro | 175,000 | (38) | 174,962 | 402 | 175,364 | 0,47+Euribor 6M | 30.11.2032
ITALGAS S.p.A. - EIB | 2022 | euro | 150,000 | (83) | 149,917 | 223 | 150,141 | 3.180% | 15.12.2037
ITALGAS S.p.A. - EIB | 2023 | euro | 12,000 | (105) | 11,895 | 180 | 12,075 | 2.770% | 04.07.2042
ITALGAS S.p.A. - EIB | 2024 | euro | 36,000 | (89) | 35,911 | 89 | 36,000 | 0,829+Euribor 6M | 05.12.2044
TOSCANA ENERGIA S.p.A - EIB | 2016 | euro | 45,000 | 0 | 45,000 | 0 | 45,000 | 1.050% | 30.06.2031
ITALGAS RETI (ex 2iretegas) - EIB | 2015 | euro | 90,909 | 0 | 90,909 | 13 | 90,922 | 0,59+Euribor 6M | 29.12.2030
ITALGAS RETI (ex 2iretegas) - EIB | 2016 | euro | 70,000 | 0 | 70,000 | 5 | 70,005 | 1.392% | 29.12.2026
ITALGAS RETI (ex 2iretegas) - EIB | 2016 | euro | 155,000 | 0 | 155,000 | 12 | 155,012 | 1.398% | 29.12.2026
ITALGAS S.p.A. - TL MEDIOBANCA | 2024 | euro | 125,000 | (124) | 124,876 | 0 | 124,876 | 0,65+Euribor 6M | 18.10.2027
ITALGAS S.p.A. - INTESA SANPAOLO | 2025 | euro | 300,000 | (371) | 299,629 | 0 | 299,629 | 0,70+Euribor 3M | 16.05.2028
ITALGAS S.p.A. - CAIXA BANK | 2025 | euro | 300,000 | (443) | 299,557 | 0 | 299,557 | 0,67+Euribor 3M | 16.05.2028
ITALGAS S.p.A. - BBVA | 2025 | euro | 300,000 | (383) | 299,617 | 0 | 299,617 | 0,70+Euribor 3M | 17.06.2028
ITALGAS S.p.A. - BNL | 2025 | euro | 250,000 | (346) | 249,654 | 0 | 249,654 | 0,67+Euribor 3M | 28.07.2028
ITALGAS S.p.A. - CACIB | 2025 | euro | 250,000 | (525) | 249,475 | 0 | 249,475 | 0,60+Euribor 3M | 28.07.2028
ITALGAS RETI (ex 2iretegas). - RCF | 2024 | euro |  |  | 0 | 61 | 61 |  | 05.03.2027
Loans due to other banks |  |  |  |  |  |  | 2,008 |  |
Total |  |  | 2,629,576 | (2,732) | 1,228,912 | 1,724 | 2,630,423 |  |

There are no non-current financial liabilities in currencies other than Euro.
There were no breaches of loan agreements as at the reporting date.
Other shareholders loans amounting to 44,620 thousand euro refer to amounts due for collections to be transferred in relation to the metering service carried out in the name and on behalf of the Regione Campania.
There were no breaches of loan agreements as at the reporting date. For more information, see “Financial covenants and negative pledge contractual clauses” below.
Breakdown of total financial liabilities by interest rate type
As at 31 December 2025, fixed-rate debt accounted for 79.8% of total financial liabilities (85.4% as at 31 December 2024), while floating-rate debt stood at 20.2% (14.6% as at 31 December 2024). The increase in floating-rate liabilities is due to the signing of new bank loans concluded during the year and the maturity of two fixed-rate bonds, partially offset by the consolidation of the debt formerly held by 2i Rete Gas S.p.A..
Financial covenant and negative pledge contractual clauses
As at 31 December 2025 Italgas had unsecured bilateral and syndicated loan agreements in place with banks and other financial institutions. There are no loan agreements containing financial covenants, with the exception of the EIB loan signed by Toscana Energia which provides for compliance with certain financial covenants.
In particular, the loan agreement with the EIB requires compliance with financial covenants, such as the ratio between (i) net financial position (calculated on an aggregate basis for the entire Italgas Group) and EBITDA, as defined in the contractual documentation, (ii) the sum of FFO and financial charges and the sum of repayments of the principal portion of financial debt over the last 12 months, as defined in the contractual documentation, and (iii) net financial position and RAB, as defined in the contractual documentation. As at 31 December 2025, these financial covenants were respected.
Some of the loan agreements provide, inter alia, for the following: (i) negative pledge undertakings, pursuant to which Italgas and the subsidiaries are subject to limitations regarding the creation of real rights of guarantee or other restrictions concerning all or part of the respective assets, shares or goods; (ii) pari passu and change of control clauses; (iii) limitations on some extraordinary transactions that the Company and its subsidiaries may carry out.
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Furthermore, limited to the EIB loans subscribed by the Italgas Group, the lender has the option to request additional guarantees if the credit rating assigned to Italgas is below BBB- (Fitch Ratings Limited) or Baa3 (Moody’s) or in the event of the loss of any rating. If these additional guarantees are not deemed satisfactory, the European Investment Bank would have the right to request the immediate early repayment of the loans it has provided.
Failure to comply with the commitments established for these loans - in some cases only when this non-compliance is not remedied within a set time period - and the occurrence of other events, such as cross-default events, some of which are subject to specific threshold values, may result in Italgas and Toscana Energia failure to comply and could trigger the early repayment of the relative loan.
As at 31 December 2025, these covenants and commitments were respected.
Notes issued by Italgas S.p.A. and Italgas Reti S.p.A. mainly referred to securities issued under the Euro Medium Term Notes programme. The covenants established for the programme's securities are typical of international market practice and consist of, inter alia, negative pledge and pari passu clauses.
Analysis of net financial debt
An analysis of net financial debt with evidence of related party transactions is shown in the table below.

(€ thousands) | As of 31 December 2024 | As of 31 December 2025
A. Cash | 401,610 | 530,881
B. Cash equivalents | 1,051 | 1,051
C. Other current financial assets | 9,470 | 8,551
D. Liquidity (A+B+C) | 412,131 | 540,483
E. Current financial debt | 317,144 | 71,377
F. Current portion of non-current financial debt | 663,425 | 904,283
G. Current financial debt (E+F) | 980,569 | 975,660
of which, related parties | 4,580 | 4,227
H. Net current financial debt (G-D) | 568,438 | 435,177
I. Non-current financial debt (excluding the current portion and debt instruments) | 945,873 | 2,374,560
J. Debt instruments | 5,248,443 | 8,057,031
K. Trade and other non-current payables |  |
L. Non-current financial debt (I+J+K) | 6,194,316 | 10,431,591
of which, related parties | 141,566 | 266,442
M. Net financial debt (H+L) | 6,762,754 | 10,866,768

(*) Including lease liabilities (IFRS 16 and IFRIC 12) of which 78,789 thousand euro non-current, of which 1,000 thousand euro reclassified to liabilities held for sale (44,209 thousand euro as at 31 December 2024), 30,297 thousand euro current portions of non-current financial debt, of which 251 thousand euro reclassified to liabilities held for sale (21,649 thousand euro as at 31 December 2024) and 24,625 thousand euro current portions of lease liabilities (IFRIC 12).
Cash, amounting to 531,933 thousand euro, is held in current accounts and fixed-term deposits that can be immediately liquidated with leading Banks. With the exception of 44,555 thousand euro, cash and cash equivalents are not subject to any usage restrictions.
Net financial debt does not include payables for dividends resolved and yet to be distributed and payables for investing activity for contractually agreed earn-out.
19) Trade and other payables
Trade and other payables, which amount to 1,775,822 thousand euro (1,184,609 thousand euro as at 31 December 2024), comprise the following:

(€ thousands) | As of 31 December 2024 | As of 31 December 2025
Trade payables | 249,659 | 377,072
Payments on account and prepayments | 5,345 | 10,064
Other payables | 929,605 | 1,388,686
Trade and other payables | 1,184,609 | 1,775,822

Trade payables of 377,072 thousand euro (249,659 thousand euro as at 31 December 2025) relate to payables to suppliers for the purchase of goods and services. The increase of 127,413 thousand euro is mainly attributable to the acquisition of the company 2i Rete Gas.
Other payables (1,388,686 thousand euro as at 31 December 2025 and 929,605 thousand euro as at 31 December 2024) break down as follows:

(€ thousands) | As of 31 December 2024 | As of 31 December 2025
Payables - shareholders for dividends | 5,776 | 8,934

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Payables for investment activities | 412,689 | 478,956
Payables to the Campania Region for ACO concession | 241,566 | 255,439
Payables to the public administration | 105,822 | 227,044
Payables to CSEA | 92,300 | 296,584
Payables to personnel | 32,304 | 54,484
Payables to social security institutions | 17,949 | 24,101
Payables to consultants and professionals | 5,187 | 6,762
Sundry other | 16,012 | 36,382
Other payables | 929,605 | 1,388,686

Payables for investment activities equal to 478,956 thousand euro (412,689 thousand euro as at 31 December 2024) mainly relate to payables to suppliers for technical activities.
Payables to the Campania Region for ACO concession, amounting to 255,439 thousand euro (241,566 thousand euro as at 31 December 2024), relate to the fee for the concession to manage the Acquedotto della Campania Occidentale (ACO) and the system for metering (for drinking water consumption), arising from the entry of Acqua Campania S.p.A. into the consolidation area.
Payables to the public administration (227,044 thousand euro; 105,822 thousand euro as at 31 December 2024) primarily involve payables to municipalities for concession fees for the gas distribution business.
Payables to the CSEA (296,584 thousand euro; 92,300 thousand euro as at 31 December 2024) mainly relate to several ancillary components of tariffs for the gas distribution service to be paid to the Fund (RE, RS, UG1 and GS) 161 for the remaining amount. The increase is due to the acquisition and subsequent merger of the company 2i Rete Gas.
Amortised cost method was not applied considering that the effects arising from its application are irrelevant, because they are due within the next 12 months and any costs, commissions and any other difference between the initial value and the maturity value are negligible.
20) Other current and non-current financial assets/liabilities
The market value of the derivative financial instruments as at 31 December 2025 is analysed below:

| As of 31 December 2024 |  | As of 31 December 2025
(€ thousands) | Current | Non-current | Total |  | Current | Non-current | Total
Other assets | 5,878 | 10,982 | 16,860 |  | 4,547 | 8,730 | 13,277
Derivative financial instruments Cash flow hedge |  |  |  |  |  |  |
- Fair value interest rate hedging instruments | 4,727 | 10,436 | 15,163 |  | 3,708 | 8,277 | 11,985
Derivative financial instruments for foreign exchange risk |  |  |  |  |  |  |
- Fair value instruments for foreign exchange risk | 1,151 | 546 | 1,697 |  | 839 | 453 | 1,292
Other liabilities |  |  |  |  | (87) | 0 | (87)
Derivative financial instruments Cash flow hedge |  |  |  |  |  |  |
- Fair value interest rate hedging instruments | 0 | 0 | 0 |  | (87) | 0 | (87)

Other current and non-current assets for 13,277 thousand euro (16,860 thousand euro as at 31 December 2024) is mainly related to the fair value of derivative financial instruments to hedge the risk of fluctuations in interest rates accounting for according to IFRS 9 in hedge accounting.
On 12 December 2016 Italgas entered into an EIB loan for 300 million euro, expiring on 30 November 2032. The loan involves the payment of half-yearly coupons at a variable rate of Euribor 6M + spread 0.47%. On 24
161 These components refer to: (i) RE - Variable portion to cover the expenses for calculating and implementing energy savings and the development of renewable energy sources in the natural gas sector; (ii) RS - Variable portion as coverage for expenses for gas services quality; (iii) UG1 - Variable portion to cover any imbalances in the equalisation system and to cover any adjustments; and (iv) GS - Variable portion to cover the tariff compensation system for economically disadvantaged customers.
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July 2019 Italgas also entered into an Interest Rate Swap (IRS), effective from 24 July 2019, expiring in 2029 and with the same coupon frequency as the loans.
The IRS characteristics are summarised below:

| Date stipulated | Amount | ITG rate | Bank rate | Coupon | Expiration date
IRS derivative | 24.07.2019 | 175,000,000 | (0.06)% | var EUR 6m | half-yearly | 30.11.2029

The derivatives stipulated to hedge the interest rate are booked according to the rules of hedge accounting. The effectiveness testing carried out as at 31 December 2025 did not show any impacts on the income statement in terms of ineffectiveness.
The item also contains, for 1,292 thousand euro, the fair value of derivative financial instruments used to hedge exchange rate risk on future USD-denominated payment flows related to Picarro invoices. The Group did not apply hedge accounting under IFRS 9 for instruments to hedge payment flows in USD, as it is for operational hedging only.

| Date stipulated | Initial amount USD hedging | Residual value as of 31.12.2025 USD | Foreign exchange rate on the subscription date | Expiry date (last hedge)
Foreign exchange risk derivative | 15.01.2021 | 16,300,000.00 | 1,380,000.00 | 1.2131 | 31.07.2026
Foreign exchange risk derivative | 20.05.2024 | 2,340,000.00 | 1,560,000.00 | 1.1161 | 15.07.2027

21) Other current and non-current non-financial liabilites
Other current non-financial liabilities, amounting to 45,653 thousand euro (14,063 thousand euro as at 31 December 2024) and other non-current non-financial liabilities, amounting to 1,227,210 thousand euro (566,985 thousand euro as at 31 December 2024), are broken down as follows:

| As of 31 December 2024 | As of 31 December 2025
(€ thousands) | Current | Non-current | Total | Current | Non-current | Total
Other tax liabilities | 13,630 |  | 13,630 | 41,642 |  | 41,642
Other liabilities related to connection fees |  | 527,667 | 527,667 |  | 1,162,657 | 1,162,657
Other liabilities for works prepayments |  | 16,317 | 16,317 |  | 16,800 | 16,800
Liabilities for security deposits |  | 15,689 | 15,689 |  | 43,515 | 43,515
Sundry other | 433 | 7,312 | 7,745 | 4,011 | 4,238 | 8,249
Other current and non-current non-financial liabilites | 14,063 | 566,985 | 581,048 | 45,653 | 1,227,210 | 1,272,863

Current indirect tax liabilities of 41,642 thousand euro mainly refer to payables to the tax authorities for IRPEF withholdings for employees.
Other non-current liabilities, amounting to 1,227,210 thousand euro, mainly refer to gas connection contributions (1,161,837 thousand euro), water connection contributions (820 thousand euro), liabilities for works prepayments for 16,800 thousand euro related to Acquedotto della Campania Occidentale (ACO) and liabilities for security deposits for 43,515 thousand euro. The increase in liabilities relating to connection fees is due to the entry into the scope of consolidation of the companies of 2i Rete Gas.
22) Provisions for risks and charges
Provisions for risks and charges, amounting to 120,390 thousand euro as at 31 December 2025 (92,122 thousand euro as at 31 December 2024), comprise the following:

As of 31 December 2024
(€ thousand) | Opening balance | Change in scope of consolidation | Provisions | Discounting | Uses against charges | Releases | Other changes | Closing balance
Provisions for environmental risks and charges | 42,896 | 8,053 | 3 | 41 | (11,106) | 0 | 791 | 40,678
Provisions for site decommissioning risks and charges | 4,977 | 0 | 0 | 238 | (375) | 0 | (438) | 4,402

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Risk provision for litigation | 8,108 | 2,948 | 2,768 | 0 | (2,689) | (2,113) | 143 | 9,165
Provisions for other risks - energy efficiency certificates | 4,334 | 3,005 | 798 | 0 | (26) | (6,906) | 148 | 1,353
Other personnel risk provisions | 12,993 | 100 | (1,749) | 0 | (10,872) | (2,368) | (6,229) | (8,125)
Risk provision for tax disputes | 283 | 319 | 70 | 0 | (10) | 0 | (413) | 249
Other provisions | 18,531 | 40,829 | 2,732 | 0 | (2,724) | (2,900) | (89) | 56,378
Provisions for risks and charges | 92,122 | 65,956 | 4,622 | 279 | (27,802) | (14,287) | (6,087) | 104,100
As of 31 December 2025
(€ thousand) | Opening balance | Change in scope of consolidation | Provisions | Discounting | Uses against charges | Releases | Other changes | Closing balance
Provisions for environmental risks and charges | 40,678 | 0 | (3) | 693 | 712 | 0 | (2,454) | 39,626
Provisions for site decommissioning risks and charges | 4,402 | 0 | 0 | (200) | 0 | 0 | 200 | 4,402
Risk provision for litigation | 9,165 | 100 | 1,303 | 0 | (45) | (1,205) | (129) | 9,189
Provisions for other risks - energy efficiency certificates | 1,353 | 0 | 716 | 0 | (172) | 497 | (148) | 2,246
Other personnel risk provisions | (8,125) | (100) | 516 | (100) | (10,539) | (1,750) | 3,629 | (16,469)
Risk provision for tax disputes | 249 | (1) | 0 | 0 | (248) | 0 | 224 | 224
Provision for risks on concessions | 0 | 28,335 | 2,306 | 0 | (1,038) | (1,353) | 4,308 | 32,558
Other provisions | 56,378 | (28,335) | (1,610) | 0 | (1,855) | 1,335 | (3,063) | 22,850
Provisions for risks and charges | 104,100 | (1) | 3,228 | 393 | (13,185) | (2,476) | 2,567 | 94,626

.
Provision for environmental risks and charges of 40,679 thousand euro (42,896 thousand euro as at 31 December 2024) mainly included costs for environmental soil reclamation, pursuant to Law no. 471/1999, as subsequently amended, primarily for the disposal of solid waste, in relation to the gas distribution business. The decrease of 2,217 thousand euro is mainly due to uses against charges incurred during the financial year (9,662 thousand euro), partially offset by the entry into the scope of consolidation of the companies of 2i Rete Gas (8,053 thousand euro).
Discounting was carried out using a rates curve representative of the risk-free rate.
Risk provision for litigation (9,165 thousand euro as at 31 December 2025 and 8,107 thousand euro as at 31 December 2024) included costs which the Group has estimated it will incur for existing lawsuits. For further information, please see subsection “Disputes and other measures”.
Energy Efficiency Certificates (EEC) risk provision of 1,352 thousand euro (4,334 thousand euro as at 31 December 2024) represents the Group’s estimated liability for fulfilling the obligations to deliver Energy Efficiency Certificates (EEC) arising from gas distribution activities in Italy.
The Provision for personnel risks of 8,611 thousand euro (13,138 thousand euro as at 31 December 2024) involves personnel incentive and mobility schemes.
Other provisions, amounting to 23,375 thousand euro (18,387 thousand euro as at 31 December 2024), include estimated charges for various disputes related to the gas distribution service. The increase is mainly due to the contribution of the companies of 2i Rete Gas (14,036 thousand euro).
The effects on provisions of risks and charges arising from a reasonably possible change to the discount rate used at year-end are shown below. The sensitivity analysis on the discounting rates shows the change in value of the actuarial liabilities obtained with the year-end assessment data, by changing the discounting rate, without prejudice to other hypotheses.

(€ thousands) | % change in discounting rates
Effect on net obligation at 31.12.2025 | 10% reduction | 10% increase
Provision for site decommissioning risks and charges | 160 | (153)
Provisions for environmental risks and charges | 382 | (373)

23) Provisions for employee benefits
Provisions for employee benefits , amounting to 80,450 thousand euro as at 31 December 2025 (61,279 thousand euro as at 31 December 2024) comprise the following:

(€ thousands) | As of 31 December 2024 | As of 31 December 2025
Employee severance pay (TFR) | 43,153 | 56,832
Supplementary healthcare provision for company executives of Eni (FISDE) | 6,179 | 7,044
Gas Fund | 8,200 | 11,637
Other provisions for employee benefits | 3,747 | 4,937
Provisions for employee benefits | 61,279 | 80,450

Employee severance fund (TFR) (56,832 thousand euro as at 31 December 2025 and 43,153 thousand euro as at 31 December 2024), governed by Article 2120 of the Italian Civil Code, represents the estimated liability determined on the basis of actuarial procedures for the amount to be paid to employees at the time that the employment is terminated. The principal amount of the benefit is equal to the sum of portions of the allocation calculated on compensation items paid during the employment and revalued until the time that such relationship is terminated. Due to the legislative changes introduced from 1 January 2007 for companies with more than 50 employees, a significant part of severance pay to be accrued is classified as a defined-contribution plan since the company’s only obligation is to pay the contributions to the pension funds or to INPS.
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The supplementary healthcare provision (FISDE) (7,044 thousand euro as at 31 December 2025 and 6,179 thousand euro as at 31 December 2024) includes the estimate of costs (determined on an actuarial basis) related to contributions benefiting current 162 and retired executives.
FISDE provides financial supplementary healthcare benefits to Eni Group 163 executives and retired executives whose most recent contract of employment was as an executive with the Eni Group. FISDE is funded through the payment of: (i) contributions from member companies; (ii) contributions from individual members for themselves and their immediate family; and (iii) ad hoc contributions for specific benefits. The amount of the liability and the healthcare cost are determined on the basis, as an approximation of the estimated healthcare expenses paid by the fund, of the contributions paid by the company in favour of pensioners.
The Gas Fund (11,637 thousand euro as at 31 December 2025 and 8,200 thousand euro as at 31 December 2024) relates to the estimate, made on an actuarial basis, of the charges sustained by the employer due to the elimination, as at 1 December 2015, of the fund pursuant to Law no. 125 of 6 August 2015. In particular, Articles 9-decies and 9-undecies of the Law stipulate that the employer must cover: (i) an extraordinary contribution to cover expenses related to supplementary pension benefits in place at the time of the elimination of the Gas Fund for the years 2015 to 2020 164 ; and (ii) a contribution in favour of those registered or in voluntary continuation of the contribution, that as at 30 November 2015 were not entitled to supplementary pension benefits from the eliminated Gas Fund, of 1% for each year of registration in the supplementary fund, multiplied by the social security tax base relating to the same supplementary fund for 2014, to be allocated through the employer or the supplementary pension scheme.
At present, the criteria, procedures and time periods for payment of the extraordinary contribution have not yet been announced. Employee selection of where the amounts would be allocated (supplementary pension scheme or to the employer) were concluded, pursuant to the law, on 14 February 2016.
The other provisions for employee benefits (4,937 thousand euro as at 31 December 2025 and 3,747 thousand euro as at 31 December 2024) relate to seniority bonuses and the long-term incentive plans (LTI).
Long-term incentive plans (IAS 19) envisage, after three years of assignment, the disbursement of a variable monetary benefit linked to a corporate performance parameter, not linked to the share price. Obtaining the benefit depends on the achievement of certain future performance levels and is conditional on the beneficiary remaining with the Company for the three-year period following the allocation (the “vesting period”). This benefit is allocated pro rata over the three-year period depending on the final performance parameters.
Seniority bonuses are benefits paid upon reaching a minimum service period at the Company and are paid in kind.
Deferred cash incentive plans, long-term cash incentive plans and seniority bonuses are classified as other long-term benefits pursuant to IAS 19.
The composition of and changes in provisions for employee benefits, determined by applying actuarial methods, are as follows 165 :

| As of 31 December 2024 |  | As of 31 December 2025
(€ thousands) | Employee severance fund | FISDE | Gas Fund | Other provisions | Total |  | Employee severance fund | FISDE | Gas Fund | Other provisions | Total
Current value of the obligation at the start of the year | 46,233 | 6,556 | 8,487 | 4,054 | 65,330 |  | 43,153 | 6,179 | 8,200 | 3,747 | 61,279
Current cost | 1,208 | 165 |  | 1,493 | 2,866 |  | 1,236 | 165 | 0 | 1,496 | 2,897
Cost for interest | 1,250 | 209 | 321 | 93 | 1,873 |  | 1,249 | 202 | 279 | 77 | 1,807
Revaluations / (Impairment): | 184 | (751) | 999 | (280) | 152 |  | 632 | (893) | (66) | (22) | (349)
- Actuarial (Gains) / Losses resulting from changes in the demographic assumptions | 157 | (119) | 658 | 1 | 697 |  | 0 | 0 | 0 | 0 | 0
- Actuarial (Gains) / Losses resulting from changes in the financial assumptions | 464 | (535) | (71) | 14 | (128) |  | (313) | (382) | (51) | 2 | (744)
- Actuarial (Gains) / Losses from past experience adjustments | (1,398) | (97) | 410 | (25) | (1,110) |  | 945 | (511) | (15) | (24) | 395
- Other changes | 961 |  | 2 | (270) | 693 |  | 0 | 0 | 0 | 0 | 0
Paid benefits | (5,724) |  | (1,609) | (1,613) | (8,946) |  | (8,266) | 0 | (1,629) | (361) | (10,256)
Effect of transfers | 2 |  | 2 |  | 4 |  | 18,828 | 1,391 | 4,853 | 0 | 25,072
Current value of the obligation at the end of the year | 43,153 | 6,179 | 8,200 | 3,747 | 61,279 |  | 56,832 | 7,044 | 11,637 | 4,937 | 80,450

The main actuarial assumptions used to determine liabilities at the end of the year and to calculate the cost for the following year are indicated in the table below.

| As of 31 December 2024 |  | As of 31 December 2025
| Employee severance fund | FISDE | Gas Fund | Other provisions |  | Employee severance fund | FISDE | Gas Fund | Other provisions
Discount rate (%) | 2.67 | 3.26 | 2.63 | 2.83 |  | 2.90 | 3.88 | 2.75 | 2.87
Inflation rate (%) (*) | 1.60 | 1.70 | N/A | 1.80 |  | 1.60 | 1.70 | N/A | 1.75
(*) With reference to the other provisions, the rate refers only to the seniority bonuses |  |  |  |  |

162 For executives in service, contributions are calculated from the year in which the employee retires and refer to the years of service provided.
163 The fund provides the same benefits for Italgas Group executives.
164 Article 9-quinquiesdecies also stipulates that “... If monitoring shows that the extraordinary contribution pursuant to Article 9-decies is insufficient to cover the relative expenses, a decree issued by the Ministry of Labour and Social Policy, in concert with the Ministry of Economic Development and the Ministry of Economy and Finance, provides for the redetermination of the extraordinary contribution, the criteria for redistribution of the contribution between employers and the time periods and procedures for payment of the extraordinary INPS contribution”.
165 The table also provides a reconciliation of liabilities recorded for provisions for employee benefits.
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The discount rate adopted was determined by considering the yields on corporate bonds issued by Eurozone companies with AA ratings.
The employee benefit plans recognised by Italgas are subject, in particular, to interest rate risk, in the sense that a change in the discount rate could result in a significant change in the liability.
The table below illustrates the effects of a reasonably possible change 166 in the discount rate at the end of the year. The sensitivity of the discount rate represents the change in the value of the actuarial liability obtained using the end-of-year valuation data, changing the discount rate by a certain number of basis points, without any change in the other assumptions.

(€ thousands) | Discount rate
Effect on net obligation at 31.12.2025 | reduction | increase
% | amount | % | amount
Employment severance pay | 2.40 | 867 | 3.40 | (834)
FISDE | 3.38 | 303 | 4.38 | (277)
Gas Fund | 2.25 | 215 | 3.25 | (208)
Other provisions for employee benefits | 2.37 | 92 | 3.37 | (87)
Effect on net obligation at 31.12.2024 |  | 1,477 |  | (1,406)

The maturity profile of the obligations for employee benefit plans is shown in the following table:

| As of 31 December 2024 |  | As of 31 December 2025
(€ thousands) | Employee severance fund | FISDE | Gas Fund | Other provisions | Total |  | Employee severance fund | FISDE | Gas Fund | Other provisions | Total
Within the next year | 10,865 | 346 | 1,341 | 2,006 | 14,558 |  | 16,967 | 361 | 3,078 | 2,307 | 22,713
Within five years | 19,988 | 1,139 | 5,267 | 1,111 | 27,505 |  | 25,761 | 1,195 | 6,218 | 2,079 | 35,253
Beyond five and up to ten years | 9,233 | 1,050 | 1,523 | 554 | 12,360 |  | 12,266 | 1,087 | 2,341 | 508 | 16,202
Beyond ten years | 3,067 | 3,644 | 69 | 76 | 6,856 |  | 1,838 | 4,401 | 0 | 43 | 6,282
| 43,153 | 6,179 | 8,200 | 3,747 | 61,279 |  | 56,832 | 7,044 | 11,637 | 4,937 | 80,450

24) Deferred tax liabilities
Net deferred tax liabilities of 12,243 thousand euro (48,345 thousand euro as at 31 December 2024) are stated net of offsettable prepaid taxes and are analysed in the tables below:

(€ thousands) | As of 31 December 2023 | Business combination | Provisions | Uses | Other changes | As of 31 December 2024
Deferred tax liabilities | 335,469 | 3,981 | 9,278 | (17,566) | (2,612) | 328,550
Deferred tax assets | (287,689) | (1,196) | (25,826) | 26,836 | 7,670 | (280,205)
Net deferred tax liabilities | 47,780 | 2,785 | (16,548) | 9,270 | 5,058 | 48,345
(€ thousands) | As of 31 December 2024 | Business combination | Provisions | Uses | Other changes | As of 31 December 2025
Deferred tax liabilities | 328,550 | 290,308 | 25,747 | (47,836) | (16,175) | 580,594
Deferred tax assets | (280,205) | (285,804) | (46,011) | 37,064 | 6,605 | (568,351)
Net deferred tax liabilities | 48,345 | 4,504 | (20,264) | (10,772) | (9,570) | 12,243

There are no deferred taxes which cannot be offset.
Deferred tax liabilities and deferred tax assets break down as follows, based on the most significant temporary differences:

| As of 31 December 2024
(€ thousands) | Opening balance | Business combination | Provisions | Uses | Impacts recorded in equity | Other changes | Closing balance | of which: IRES | of which: IRAP
Deferred tax liabilities | 335,469 | 3,981 | 9,278 | (17,566) | (8,417) | 5,805 | 328,550 | 301,441 | 27,109
Amortisation and depreciation exclusively for tax purposes | 166,777 |  | 5,411 | (7,895) |  | 3,667 | 167,960 | 158,930 | 9,030
Revaluations of property, plant and equipment | 73,644 |  |  | (5,243) |  | 42,359 | 110,760 | 94,205 | 16,555
Capital gains subject to deferred taxation | 4,614 |  |  | (2,075) |  | 117 | 2,656 | 2,656 |

166 With reference to the FISDE, any changes relating to mortality do not have significant effects on the liability.
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Employee benefits | 12,200 | 8 |  | (38) | 1 | (10,942) | 1,229 | 1,229 |
Capitalisation of financial expense | 2,090 |  |  | (123) |  |  | 1,967 | 1,674 | 293
Impairment losses on receivables in excess of tax deductibility | 298 |  | 374 | (99) |  | 995 | 1,568 | 1,564 | 4
Other temporary differences | 75,846 | 3,973 | 3,493 | (2,093) | (8,418) | (30,391) | 42,410 | 41,183 | 1,227
Deferred tax assets | (287,689) | (1,196) | (25,826) | 26,836 | 4,996 | 2,674 | (280,205) | (262,765) | (17,440)
Provisions for risks and charges and other non-deductible provisions | (30,786) | (260) | (1,589) | 11,100 |  | (12,601) | (34,136) | (29,543) | (4,593)
Non-repayable and contractual grants | (50,024) |  |  | 2,684 |  | (28,933) | (76,273) | (65,903) | (10,370)
Non-deductible amortisation and depreciation | (171,009) | (450) | (22,773) | 8,852 |  | 36,345 | (149,035) | (148,184) | (851)
Employee benefits | (6,069) | (6) | (1,185) | 632 | 249 | (3,024) | (9,403) | (8,043) | (1,360)
Other temporary differences | (29,801) | (480) | (279) | 3,568 | 4,747 | 10,887 | (11,358) | (11,092) | (266)
Net deferred tax liabilities | 47,780 | 2,785 | (16,548) | 9,270 | (3,421) | 8,479 | 48,345 | 38,676 | 9,669

| As of 31 December 2025
(€ thousands) | Opening balance | Business combination | Provisions | Uses | Impacts recorded in equity | Other changes | Closing balance | of which: IRES | of which: IRAP
Deferred tax liabilities | 328,550 | 290,308 | 25,747 | (47,836) | (2,948) | (13,227) | 580,594 | 521,551 | 59,043
Amortisation and depreciation exclusively for tax purposes | 167,960 | 18,170 | 10,582 | (9,497) |  | (38,954) | 148,261 | 139,701 | 8,559
Revaluations of property, plant and equipment | 110,760 | 157,315 | 654 | (15,436) |  | (10,982) | 242,311 | 204,452 | 37,860
Capital gains subject to deferred taxation | 2,656 |  | 349 | (1,509) |  | (15) | 1,481 | 1,481 | -
Employee benefits | 1,229 | 837 | 134 | (81) | (1,183) | 1,351 | 2,287 | 2,282 | 5
Capitalisation of financial expense | 1,967 |  |  | (121) |  |  | 1,846 | 1,571 | 275
Impairment losses on receivables in excess of tax deductibility | 1,568 | 5,390 | 1,188 | (6,223) |  | 122,427 | 124,350 | 112,905 | 11,445
Other temporary differences | 42,410 | 108,596 | 12,840 | (14,969) | (1,765) | (87,054) | 60,058 | 59,159 | 899
Deferred tax assets | (280,205) | (285,804) | (46,010) | 37,063 | (721) | 7,326 | (568,351) | (534,816) | (33,535)
Provisions for risks and charges and other non-deductible provisions | (34,136) | (30,947) | (3,184) | 21,368 |  | (21,899) | (68,798) | (59,534) | (10,004)
Non-repayable and contractual grants | (76,273) | (20,314) |  | 2,755 |  | (4,923) | (98,755) | (86,080) | (12,673)
Non-deductible amortisation and depreciation | (149,035) | (156,763) | (34,681) | 9,402 |  | (37,142) | (368,219) | (360,427) | (8,142)
Employee benefits | (9,403) | (7,140) | (1,215) | 1,045 | (261) | 819 | (16,155) | (13,852) | (2,304)
Other temporary differences | (11,358) | (70,640) | (6,930) | 2,494 | (460) | 70,471 | (16,424) | (14,923) | (412)
Net deferred tax liabilities | 48,345 | 4,504 | (20,263) | (10,773) | (3,669) | (5,901) | 12,243 | (13,265) | 25,508

Deferred tax assets and deferred tax liabilities are classified as non-current.
The Group has booked prepaid taxes on the timing differences at 31 December 2025, insofar as it believes it is likely they will be recovered. As of 31 December 2025, based on the business plan, the Group Management has assessed the recoverability of prepaid taxes on tax losses attributable to the Enaon Group as reasonably certain.
Section “Income taxes” provides information about taxes for the year.
25) Equity
Equity , which amounts to 4,165,951 thousand euro as at 31 December 2025 (2,793,508 thousand euro as at 31 December 2024) breaks down as follows:

(€ thousands) | As of 31 December 2024 | As of 31 December 2025
Equity attributable to the Owners of the parent company | 2,457,917 | 3,818,913
Share capital | 1,003,844 | 1,257,355
Legal reserve | 200,769 | 200,896
Share premium reserve | 628,395 | 1,387,572
Reserve Cash flow hedge on derivative contracts | 11,524 | 9,109
First-time consolidation reserve | (323,907) | (323,907)
Reserve for business combinations under common control | (349,839) | (349,839)
Stock grant reserve | 8,232 | 11,002
OCI Fair value valuation reserve for equity investments | 319 | (660)
Other reserves | 7,520 | 14,427

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Retained earnings | 799,635 | 948,789
OCI Reserve for remeasurement of defined-benefit plans for employees | (7,429) | (8,151)
Net profit for the year | 478,854 | 672,320
Equity attributable to non-controlling interests | 335,591 | 347,038
Equity | 2,793,508 | 4,165,951

Share capital
Share capital as of 31 December 2025 consisted of 1,015,686,402 shares without nominal value (811,242,309 as of 31 December 2024), with a total value of 1,257,355 thousand euro (1,003,844 thousand euro as of 31 December 2024).
On 6 May 2024, the Italgas Shareholders’ Meeting approved the 2024-2025 Co-investment Plan and the proposed free share capital increase, in one or more tranches, for the purposes of the aforesaid 2024-2025 Co-investment Plan for a maximum nominal amount of 3,720,000 euro, by means of the issuance of up to 3,000,000 new ordinary shares. These shares are to be assigned, in accordance with Article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earning reserves, to the beneficiaries of the Plan only; in other words, only to employees of the Company and/or of the companies in the Group.
On 12 February 2025, in execution of the 2021-2023 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 20 April 2021, the Board of Directors resolved on the free allocation of a total of 511,604 new ordinary shares of the Company to the beneficiaries of said Plan (second cycle of the Plan) and executed the second tranche of the share capital increase resolved on by the aforesaid Shareholders’ Meeting, for a nominal amount of 634,388.96 euro, taken from retained earning reserves.
On 10 April 2025, the Extraordinary Shareholders' Meeting of Italgas approved the proposal for a paid Rights Issue for a maximum total amount of 1.02 billion euro. The rights issue was successfully completed in June 2025 with the issue of 202,938,478 new shares. Furthermore, the Extraordinary Shareholders’ Meeting approved a proposal for a free share capital increase, in one or more tranches, for a maximum nominal amount of 558,000 euro. This increase will be funded through the allocation, pursuant to Article 2349 of the Italian Civil Code, of a corresponding maximum amount from retained earnings reserves. The increase will involve the issuance of up to 450,000 ordinary shares, which will be reserved for the beneficiaries of the Stock Grant Plan. At the Ordinary Shareholders’ Meeting of Italgas S.p.A. held on 10 April 2025, the 2025-2027 employee share ownership plan, called the “IGrant 2025–2027 Plan”, was approved, which provides for the allocation of ordinary shares to Group employees, excluding senior management positions, using shares deriving from two related share capital increases pursuant to Article 2349 of the Italian Civil Code. Starting in September 2025, Italgas executed the transactions envisaged by the Employee Share Ownership Plan (PAD), approved with the objective of fostering the direct engagement with the Group’s people in the creation of medium/long-term value. Over 60% of eligible employees took part in this initiative and the plan aims to strengthen the alignment of employee and shareholder interests. To service the plan, new ordinary shares were issued in October and December through capital increases free of charge and against payment.
Legal reserve
The legal reserve as at 31 December 2025 stood at 200,896 thousand euro. The increase of 127 thousand euro relates to the resolution of the Shareholders’ Meeting of 13 May 2025.
Share premium reserve
The share premium reserve, amounting to 1,387,572 thousand euro (628,395 thousand euro as at 31 December 2024), was created following the acquisition of the equity investment in Italgas Reti S.p.A. The increase of 759,177 thousand euro compared with 31 December 2024 relates to the completion, in June 2025, of the 1.02 billion euro capital increase (202,938,478 shares at 3.786 euro per share) for 768,325 thousand euro, the implementation of the co-investment plans for 2,312 thousand euro and the implementation of the employee share ownership plan for 6,703 thousand euro. These effects were partially offset by the recognition, as required by IAS 32 and IAS 38, of the net costs incurred in connection with the capital increase, net of the proceeds from the sale of unexercised option rights (-18,163 thousand euro).
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OCI Reserve Cash Flow Hedge on derivative contracts
The reserve, amounting to 9,109 thousand euro (11,524 thousand euro as at 31 December 2024), includes the fair value of the IRS derivative net of the related tax effect. The reserve changes with the accounting of cash flows deriving from instruments which, for the purposes of IFRS 9, are designated as “cash flow hedging instruments”. The related tax effect is reported in the “tax effect” item of the “Components reclassifiable to the income statement” in the Statement of Comprehensive Income.
First-time consolidation reserve
The first-time consolidation reserve, negative for 323,907 thousand euro, was determined during the first-time consolidation (year 2016) following the sale by Snam S.p.A. to Italgas S.p.A. of 38.87% of the equity investment in Italgas Reti S.p.A. (include the difference between the purchase cost of the equity investment of Italgas Reti and the related shareholders' equity pertaining to the group).
Reserve for business combinations under common control
The reserve for business combinations under common control, negative for 349,839 thousand euro, relates to the acquisition by Snam S.p.A. of 38.87% of the equity investment in Italgas Reti S.p.A. occured in 2016.
To this regard it should be specified that the natural gas distribution activities were acquired through three simultaneous transactions (transfer, sale and demerger) of the equity investment held by Snam S.p.A. in Italgas Reti S.p.A. in favour of Italgas S.p.A. This transaction led to the deconsolidation of the natural gas distribution sector for Snam, and the acquisition of the equity investment in Italgas Reti and, at consolidated level, of the net assets of the gas distribution sector for Italgas S.p.A. The reader is reminded that the shareholder of reference of Snam, CDP, is simultaneously the shareholder of reference of Italgas. The exposure described above reflects an approach based on the continuity of carrying amount (as regards Snam) since the transaction represents an “aggregation of corporate entities or activities under common control” within the scope of the broader group of which Italgas is part. The companies taking part in the business combination (Snam, Italgas and Italgas Reti) remained subject to control because of the transactions and therefore they were fully consolidated by the same subject (CDP) pursuant to the IFRS 10.
Stock grant reserve
The reserve, amounting to 11,002 thousand euro (8,232 thousand euro as at 31 December 2024), includes the valuation pursuant to IFRS 2 of the co-investment plans approved by the Italgas S.p.A. Shareholders' Meeting.
Italgas Shareholders' Meeting held on 20 April 2021 approved the 2021-2023 co-investment Plan and the proposed free share capital increase, in one or more tranches, for the purposes of the aforesaid 2021-2023 co-investment Plan for a maximum nominal amount of 5,580,000.00 euro, by means of the issuance of up to 4,500,000 new ordinary shares to be assigned free of charge, by means of assignment pursuant to Article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earning reserves, to the beneficiaries of the Plan only; in other words, only to employees of the Company and/or of the companies in the Group.
In connection with this plan, the Board of Directors attributed, upon the recommendation of the Appointments and Compensation Committee and in keeping with the 2021 Remuneration Policy, rights to receive 254,765 Italgas shares for the 2021-2023 co-investment plan. The unitary fair value per share is 5.55 euro.
On 6 May 2024, the Italgas Shareholders' Meeting approved the 2024-2025 co-investment Plan and the proposed free share capital increase, in one or more tranches, for the purposes of the aforesaid 2024-2025 Co-investment Plan for a maximum nominal amount of 3,720,000 euro, by means of the issuance of up to 3,000,000 new ordinary shares. These shares are to be assigned, in accordance with Article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earning reserves, to the beneficiaries of the Plan only; in other words, only to employees of the Company and/or of the companies in the Group.
OCI Fair value valuation reserve for equity investments
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The fair value valuation reserve for -660 thousand euro (319 thousand euro as at 31 December 2024) includes the change in fair value, net of tax effects, of non-controlling interests which on initial recognition were designated as valued at FVTOCI (fair value recognised through other comprehensive income). For more details, see the note “Non-current financial assets”.
Other reserves
The other reserves relate to the effects deriving from the valuation of equity investments.
OCI Reserve for remeasurement of defined-benefit plans for employees
The negative reserve for remeasurement of employee benefit plans for 8,151 thousand euro as at 31 December 2025 (negative for 7,429 as at 31 December 2024) included actuarial losses, net of the related tax effect, recognised under other components of comprehensive income pursuant to IAS 19. The changes in the reserve during the course of the year are shown below:

(€ thousands) | Gross reserve | Tax effect | Net reserve
Reserve as of 31 December 2023 | (9,773) | 2,749 | (7,024)
Changes of the year 2024 | (533) | 128 | (405)
Reserve as of 31 December 2024 | (10,306) | 2,877 | (7,429)
Changes of the year 2025 | (949) | 227 | (722)
Reserve as of 31 December 2025 | (11,255) | 3,104 | (8,151)

Equity attributable to non-controlling interests
The Equity attributable to non-controlling interests is broken down below:

(€ thousands) | Equity attributable to non-controlling interests as of 31 December 2024 | Equity attributable to non-controlling interests as of 31 December 2025 | Net income attributable to non-controlling interests as of 31 December 2024 | Net income attributable to non-controlling interests as of 31 December 2025
Toscana Energia S.p.A. | 215,934 | 227,449 | 21,831 | 24,598
Medea S.p.A. | 62,858 | 61,849 | 3,326 | 2,454
Geoside S.p.A. | 18,859 | 19,845 | (758) | 1,004
Italgas Newco subconsolidated | 33,882 | 34,805 | 3,981 | 4,758
Immogas S.r.l. | 2,396 | 0 | (92) | 0
Idrosicilia S.p.A. | 761 | 592 | 34 | 8
Acqua Campania S.p.A. | 652 | 838 | 232 | 186
LAC S.r.l. | 249 | 278 | 27 | 29
Cilento Reti Gas S.r.l. |  | 2,078 |  | 438
2i Rete Gas S.p.A. |  | (696) |  |
Total | 335,591 | 347,038 | 28,581 | 33,475

Dividends
In its meeting of 3 March 2026, the Board of Directors proposed to the Shareholders’ Meeting the payment of an ordinary dividend of 0.432 euro per share. The dividend will be paid out as at 20 May 2026, with an ex-coupon date of 18 May 2026 and a record date of 19 May 2026.
Reconciliation statement of the result for the year and of the shareholders' equity of Italgas S.p.A. with the consolidated ones.

(€ thousands) | Profit 2025 | Equity as of 31 December 2025
Financial statements Italgas S.p.A. | 356,102 | 3,003,455
Profit of the companies included in the consolidation | 796,193 |
Difference between carrying amount of investments consolidated companies and shareholders’ equity of the financial statements, including the result |  | 875,486
Adjustments consolidation: |  |
Dividends net of the tax effect | (445,907) |
Income from valuation of equity investments with the equity method and other income from equity investments | 7,541 | 70,580
Other consolidation adjustments net of the tax effect | (8,134) | 216,430
Attributable to non-controlling interests | (33,475) | (347,038)

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Adjustments consolidation | 316,218 | 815,458
Consolidated financial statements Group | 672,320 | 3,818,913

26) Guarantees, commitments and risks
Guarantees, commitments and risks, amounting to 2,375,610 thousand euro as at 31 December 2025 (2,015,158 thousand euro as at 31 December 2024) comprise:

(€ thousands) | As of 31 December 2024 | As of 31 December 2025
Bank guarantees given in the interest of Group companies | 505,240 | 579,645
Financial commitments and risks: | 1,509,918 | 1,795,965
Commitments | 1,275,737 | 1,570,004
Commitments for the purchase of goods and services | 1,275,737 | 1,570,004
Risks | 234,181 | 225,961
- for compensation and litigation | 234,181 | 225,961
Total | 2,015,158 | 2,375,610

Guarantees
Guarantees of 579,645 thousand euro (505,240 thousand euro as at 31 December 2024) refer mainly to guarantees issued with regard to sureties and other guarantees issued in the favour of subsidiaries.
In addition, it should be noted that as part of the transaction for the acquisition of ERG’s share capital and the sale of assets, Medea issued two guarantees of 66 million euro on the loan obtained by ERG in preparation for the transaction.
Commitments
As 31 December 2025, commitments amounted to 1,570,004 thousand euro (1,275,737 thousand euro as at 31 December 2024) and refer to commitments with suppliers to purchase property, plant and equipment and provide services relating to the purchase of property, plant and equipment and intangible assets under construction.
In addition, the residual commitments made by the Italgas Group with the Contracting Authorities for the implementation of investments arising from the awarding of gas distribution service area tenders amount to approximately 1,182.9 million euro. Furthermore, the Italgas Group made commitments with the Municipalities with existing non-expired concessions, including new methane gasifications, and concessions assigned on the basis of Italian Legislative Decree no. 164/2000, known as the “Letta Decree”, for over 23.6 million euro.
In Greece, with Decision E-22/2025 published in the Official Gazette of the Greek government B’ 2042/28.04.2025, a Development Programme was approved for the company Enaon EDA for the natural gas distribution networks in the regions of Attica, Thessaloniki, Thessalia and remainder of Greece for the 2025- 2029 period for a total of 627.2 million euro in investments. As at 31 December 2025, the residual investment commitment of the programme amounted to approximately 502 million euro. In accordance with the time frames envisaged by Greek regulation, the process to define the Development Programme for the 2026-2030 period is ongoing.
The investments will be predominantly allocated to the development and upgrading of the gas distribution network in Italy and Greece.
Other unvalued commitments
The acquisition of the equity investment of Enerco Distribuzione by the subsidiary Italgas Reti, which took place in 2017, is subject to an ownership price adjustment (so-called “earn-out”) clause.
The acquisition of the “Alessandria 4 ATEM” business unit by the subsidiary Italgas Reti, which took place in 2020, is subject to a price adjustment (so-called “earn-out”) clause if the Alessandria 4 ATEM tender is awarded within 10 years of the signing date and if the contracting authority in the aforesaid tender procedure recognises a higher reimbursement value than the pro-forma value under the agreement, for the same year of reference.
On 27 December 2022, Alia Servizi Ambientali S.p.A. (“Alia”), Toscana Energia and Italgas signed a contract concerning, among other things, options, on the basis of which Italgas is entitled to purchase 30,134,618 shares held in Toscana Energia by Alia, amounting to approximately 20.6099% of the share capital of Toscana Energia (“Alia’s TE Shares” and “Toscana Energia Call Option”).
In accordance with the terms and conditions set out by the contract, on 14 January 2025 Italgas exercised the Toscana Energia Call Option by sending the relative notice to Alia. The envisaged contractual price to purchase Alia’s TE shares is to be determined as the “fair market value” at the date of execution of the Toscana Energia Call Option, calculated by an international financial institution named jointly by the parties.
As part of the investment agreement signed on 26 July 2022, and subsequently amended, between Energetica S.p.A. and Medea S.p.A. related to the entry of the latter into the share capital of Energie Rete Gas S.r.l. (“ERG”) for a 49% stake through the contribution and subsequent sale to Erg of assets and activities of Medea relating to gas transmission (“Medea ERG Transaction”), the Parties, inter alia , agreed to restore the legal situation prior to the Medea ERG Transaction if ERG does not obtain, (i) recognition, from the competent ministry, among the infrastructure and/or regional transmission services of natural gas of ERG, and (ii) recognition, under the tariff regulatory profile, as regional transport service. In 2023, Medea and ERG signed a service agreement that provides that Medea will pay ERG a fee for the transport service provided by ERG. This agreement was necessary for the management of the transitional period; once ERG obtains the transport authorisation and tariff recognition, the agreement will be terminated.
On 3 November 2025, the Decree of the President of the Council of Ministers entitled “Identification of works and infrastructure necessary for the phase-out of coal use in Sardinia and for the decarbonisation of the island’s industrial sectors” (so-called Sardinia DPCM) was published in the Official Gazette. The measure, which has nationwide effect, confirms the tariff equalisation mechanism in favour of entities carrying out road transport activities for LNG and the related ancillary infrastructure. The Decree also provides that, within 180 days of its entry into force, ARERA shall define the regulatory and tariff framework for the recognition of these activities as regional transport services. In light of the above, ERG may consider the “Transport Authorisation” for the activities carried out in Sardinia to have been obtained. Consistent with this framework, the pool of banks financing the ERG transaction approved an extension to 30
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June 2026 of the deadline relating to tariff recognition and also authorised the use of the financing for the acquisition of LNG facilities already completed by that date.
The acquisition in 2023 of the business unit to which the concessions held in Italy in the water sector belonged is subject to an ownership price adjustment (so-called “earn-out”) clause, to be determined for four years according to annual measurements based on net takings on certain receivables by the associated companies Siciliacque and Acqualatina..
Risks
Risks concerning compensation and litigation (225,961 thousand euro) relate to possible claims for compensation arising from ongoing litigation, with a low probability that the pertinent economic risk will arise.
FINANCIAL RISK MANAGEMENT
Foreword
Italgas has established the Enterprise Risk Management (ERM) unit, which reports directly to the CFO and oversees the integrated process of managing corporate risk for all Group companies. The main objectives of the ERM are to define a homogeneous and transversal risk assessment model, to identify priority risks and to guarantee the consolidation of mitigation actions and the development of a reporting system.
The ERM methodology adopted by the Italgas Group is in line with the reference models and existing international best practices (COSO Framework and ISO 31000).
The ERM unit operates as part of the wider Italgas' Internal Control and Risk Management System.
The main corporate financial risks identified, monitored and, where specified below, managed by Italgas are as follows:
- risk arising from exposure to fluctuations in interest rates;
- credit risk arising from the possibility of counterparty default;
- liquidity risk arising from not having sufficient funds to meet short-term financial commitments;
- rating risk;
- debt covenant and default risk.
There follows a description of Italgas’ policies and principles for the management and control of the risks arising from the financial instruments listed above. In accordance with IFRS 7 - “Financial instruments: Additional information”, there are also descriptions of the nature and size of the risks resulting from such instruments.
Information on other risks affecting the business (operational risk and risks specific to the segment in which Italgas operates) can be found in the “Elements of risk and uncertainty” section of the Directors’ Report.
Interest rate risk
Fluctuations in interest rates affect the market value of Italgas’ financial assets and liabilities and its net financial expense.
An increase in interest rates, not implemented – in full or in part – in the regulatory WACC, could have negative effects on the assets and on the economic and financial situation of the Italgas Group for the variable component of the debt in place and for future loans.
At full performance, Italgas aims to maintain a debt ratio between a fixed rate and floating rate to minimise the risk of rising interest rates. As at 31 December 2025 the financial debt at floating rate was 20.2% and at fixed rate was 79.8%. Please refer to the paragraph “Short-term and long-term financial liabilities” for further details.
Below are the impacts on equity and the net period result at 31 December 2025 of a hypothetical positive and negative variation of 10 basis points (bps) of the interest rates effectively applied during the year.
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(€ thousands) | Result of the income statement | Other items of the statement of comprehensive income
| interest +10 bps | interest -10 bps | interest +10 bps | interest -10 bps
Variable-rate loans not hedged |  |  |  |
Effect of change in interest rate | (2,150) | 2,150 |  |
Variable-rate loans converted into fixed-rate loans by means of IRSs |  |  |  |
Effect of change in interest rate on the fair value of the hedge derivative contracts - effective portion of hedge |  |  | 452 | (455)
Impacts gross of the tax effect |  |  |  |
Tax effect | 516 | (516) | (109) | 109
Impacts net of the tax effect | (1,634) | 1,634 | 344 | (346)

Credit risk
Credit risk is the exposure to potential losses arising from counterparties failing to fulfil their obligations. Default or delayed payment of amounts owed may have a negative impact on the Italgas financial results and financial situation.
The rules for customer access to the gas distribution service in Italy are established by the relevant regulatory Authority and set out in the Network Codes, namely, in documents that establish, for each type of service, the rules regulating the rights and obligations of the parties involved in the process of providing said services and contain contractual conditions that reduce the risk of non-compliance by customers, such as the provision of bank or insurance guarantees on first request.
In addition to this, in order to manage credit risk, the Group has established procedures for monitoring and assessing its customer portfolio. The reference markets are the Italian and Greek markets.
In the energy efficiency sector activities, credit risk is mitigated by the use of incentive instruments (mainly the Superbonus) – the latter in any case being influenced by the risk of managing the obligations that allow for the tax recognition of the credits – which guarantee the financial hedging of significant portions of the amounts of the interventions. In this context, the contracts entered into by the Group provide for clauses that guarantee the possibility of recourse against customers in the event that the incentive cannot be obtained/withdrawn. Recourse against customers, however, implies continued exposure to credit risk.
As at 31 December 2025 there were no significant credit risks. Note that on average: (i) in Italy, 97.4% of trade receivables relating to gas distribution are settled by the due date and 99.6% within the next 4 days; (ii) in Greece, an average of 95.0% of trade receivables relating to gas distribution are settled by the due date and almost all within the next 4 days, confirming the strong reliability of the customers.
It cannot be ruled out that Italgas could incur liabilities and/or losses due to its customers’ failure to fulfil their payment obligations.
Please refer to note “Trade and other receivables” for the breakdown of receivable by due date bracket.
Liquidity risk
Liquidity risk is the risk that new financial resources may not be available (funding liquidity risk) or that the company may be unable to convert assets into cash on the market (asset liquidity risk), meaning that it cannot meet its payment commitments. This may affect profit or loss should the company incur extra costs to meet its commitments or, in extreme cases, lead to insolvency and threaten the company’s future as a going concern.
Also on the basis of the investment plans in place and the transactions contemplated in the short term, Italgas does not expect any significant negative impact on liquidity risk considering that: (i) the Company has liquidity deposited with primary credit institutions for an amount of 531,933 million euro as at 31 December 2025; (ii) on 16 May 2025, Italgas signed two floating-rate bank loans with leading credit institutions, each amounting to 300 million euro (for a total of 600 million euro) and with a duration of 3 years; (iii) on 17 June 2025, Italgas signed a floating-rate bank loan with a leading credit institution, for a total amount of 300 million euro and a
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duration of 3 years; (iv) as at 31 December 2025, Italgas had a Euro Medium Term Notes (EMTN) programme in place, in addition to funding from the banking system, which currently allow the issue of the remaining bonds worth a nominal 5.0 billion euro to be placed with institutional investors.
Italgas aims, in financial terms, at establishing a financial structure that, in line with its business objectives, ensures a level adequate for the group in terms of the duration and composition of the debt. The achievement of this financial structure will take place through the monitoring of certain key parameters, such as the ratio between debt and the RAB, the ratio between short-term and medium-/long-term debt, the ratio between fixed rate and floating rate debt and the ratio between bank credit granted and bank credit used.
Although the Italgas Group has relationships with diversified counterparties with a high credit standing, based on a policy of managing and continuously monitoring their active credit risk, the default of an active counterparty or the difficulty of selling off assets on the market could have a negative impact on the Italgas Group's financial position and performance.
Future payments for financial liabilities, trade and other payables
The table below shows the repayment plan contractually established in relation to the financial debt, liabilities for leased assets and IFRIC12, including interest payments, trade and other payables:

|  |  |  | Due date
(€ thousands) | Balance as of 31.12.2024 | Balance as of 31.12.2025 | 2026 | 2027 | 2028 | 2029 | 2030 | Beyond
Bank loans | 983,391 | 2,628,354 | 322,847 | 221,756 | 1,495,904 | 99,062 | 99,062 | 389,722
Notes | 5,818,260 | 8,607,895 | 550,864 | 1,520,051 | 497,541 | 1,870,600 | 1,092,728 | 3,076,111
Current liabilities | 250,334 | 2,069 | 2,069 |  |  |  |  |
Interest on notes |  |  | 167,436 | 159,823 | 135,845 | 135,845 | 92,320 | 198,970
Interest on bank loans |  |  | 251,916 | 26,814 | 26,728 | 26,643 | 26,570 | 4,220
Lease liabilities (IFRS 16 and IFRC 12) | 90,483 | 132,704 | 54,922 | 20,397 | 17,362 | 14,504 | 8,970 | 16,549
Interest of lease liabilities (IFRS 16 and IFRC 12) |  |  | 2,567 | 1,527 | 1,004 | 558 | 222 | 281
Other shareholders loans | 43,400 | 44,620 | 44,620 |  |  |  |  |
Trade and other payables | 1,184,609 | 1,775,822 | 1,775,822 |  |  |  |  |
| 8,370,477 | 13,191,464 | 3,173,063 | 1,950,368 | 2,174,384 | 2,147,212 | 1,319,872 | 3,685,853

As for the sensitivity on the interest rate, any changes in interest rates do not lead to significant effects in consideration of the fact that 79.8% of the Group’s financial debt is at fixed rate.
Rating risk
Among the factors that define the risk perceived by the market, creditworthiness, assigned to Italgas by rating agencies, plays a decisive role since it influences the ability to access sources of financing and the related economic conditions. A worsening of this creditworthiness could, therefore, limit access to the capital market and/or increase the cost of financing sources, with consequent negative effects on the Group's financial position and performance.
On 1 July 2025, the rating agency S&P assigned a long-term credit rating of "BBB+", Stable Outlook, to both Italgas and Italgas Reti.
On 4 July 2025, the rating agency Moody’s confirmed the long-term credit rating of Italgas as “Baa2”, with Stable outlook.
On 16 December 2025 Fitch confirmed the long-term rating of Italgas S.p.A as BBB+, with Stable outlook.
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Based on the methodologies adopted by the rating agencies, the downgrade of one notch in the Italian Republic’s current rating could trigger a downward adjustment in Italgas’ current rating, which in turn could have an impact on the cost of future debt.
Debt covenant and default risk
There are no loan agreements containing financial covenants and / or secured by collateral, with the exception of the EIB loan signed by Toscana Energia which provides for compliance with certain financial covenants. Some of these contracts provide, inter alia, for the following: (i) negative pledge undertakings, pursuant to which Italgas and the subsidiaries are subject to limitations regarding the creation of real rights of guarantee or other restrictions concerning all or part of the respective assets, shares or goods; (ii) pari passu and change of control clauses; (iii) limitations on some extraordinary transactions that the company and its subsidiaries may carry out. As at 31 December 2025, these commitments were respected.
The notes issued by Italgas as at 31 December 2025 as part of the Euro Medium Term Notes programme provide for compliance with covenants that reflect international market practices regarding, inter alia, negative pledge and pari passu clauses.
Failure to comply with the commitments established for these loans - in some cases only when this non- compliance is not remedied within a set time period - and the occurrence of other events, such as cross-default events, some of which are subject to specific threshold values, may result in Italgas’ failure to comply and could trigger the early repayment of the related loan.
With reference to the EIB, the related contracts contain a clause whereby, in the event of a significant loss of concessions, there is a disclosure obligation to the EIB and a subsequent consultation period, after which the early repayment of the loan may be required.
The Group monitors these cases closely in the context of financial management and business performance.
Market value of financial instruments
Below is the classification of financial assets and liabilities measured at fair value in the Statement of Financial Position in accordance with the fair value hierarchy defined on the basis of the significance of the inputs used in the measurement process. More specifically, in accordance with the characteristics of the inputs used for measurement, the fair value hierarchy comprises the following levels:
a) level 1: listed prices (unadjusted) on active markets for identical financial assets or liabilities;
b) level 2: measurements made on the basis of inputs differing from the quoted prices referred to in the previous point, which, for the assets/liabilities submitted for measurement, are directly (prices) or indirectly (price derivatives) observable;
c) level 3: inputs not based on observable market data.
In connection with the above, classification of the assets and liabilities measured at fair value in the Statement of Financial Position according to fair value concerned the IRS and exchange rate derivative instruments (13,277 thousand euro as of 31 December 2025 and 16,860 thousand euro as of 31 December 2024) classified level 2 and recorded under in Note 20 “Other current and non-current financial assets “/liabilities”.
Equity investments measured at fair value in Note 16 “Non-current financial assets” (25,268 thousand euro as of 31 December 2025 and 20,359 thousand euro as of 31 December 2024) increased for 4,909 thousand euro. The change in value includes the acquisition of additional stakes in Picarro (3,929 thousand euro), the effect on the income statement regarding the valuation of Reti Distribuzione (2,107 thousand euro) and the effect on OCI of the valuation of Picarro (979 thousand euro) and fall under the level 3 fair value category.
Other information on financial instruments
With reference to the categories established by IFRS 9 “Financial instruments”, the carrying amount of financial instruments and their relative effects on results and on equity can be analysed as follows:

| Carrying amount | Income / expense recognised | Income / expense recognised
to income statement | to shareholders’ equity (a)
(€ thousands) | Balance as at 31.12.2024 | Balance as at 31.12.2025 | Balance as at 31.12.2024 | Balance as at 31.12.2025 | Balance as at 31.12.2024 | Balance as at 31.12.2025
Financial instruments measured at amortised cost |  |  |  |  |  |

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- Cash | 402,662 | 531,933 |  |  |  |
- Current financial assets | 3,592 | 4,004 |  |  |  |
- Trade and other receivables | 893,667 | 1,407,264 |  |  |  |
- Non-current financial assets | 10,982 | 8,730 |  |  |  |
- Other current and non-current non-financial assets | 863,306 | 831,287 |  |  |  |
- Trade and other payables | 1,184,609 | 1,775,822 |  |  |  |
- Financial payables (a) | 7,185,868 | 11,415,642 | (122,362) | (246,532) |  |
- Other current and non-current non-financial liabilities | 581,048 | 1,272,863 |  |  |  |
- Financial instruments measured at fair value |  |  |  |  |  |
- Other investments | 20,359 | 25,268 |  |  | 468 | 763
- Financial assets (liabilities) for hedge derivative contracts | 16,775 | 13,277 |  |  | 15,163 | (3,178)

(a) The effects on the income statement are recognized under the item "Financial income/(charges)"
The table below provides a comparison between the book value of financial assets and liabilities and their respective fair value.

| Balance as at 31.12.2024 |  | Balance as at 31.12.2025
(€ thousands) | Carrying amount | Market value |  | Carrying amount | Market value
Financial instruments measured at amortised cost |  |  |  |  |
- Non-current financial debt | 6,187,329 | 5,775,157 |  | 10,413,445 | 10,221,022

The carrying amount of trade receivables, other receivables and financial payables is close to the related fair value measurement, given the short period of time between when the receivable or the financial payable arises and its due date.
Disputes and other measures
Italgas is involved in civil, administrative and criminal cases and legal actions related to its normal business activities. According to the information currently available and considering the existing risks, Italgas believes that these proceedings and actions will not have material adverse effects on its consolidated financial statements.
Below is a summary of the most significant proceedings; no provisions have been made pursuant to IAS 37 for these proceedings in the financial statements, as the company deems that the risk of an adverse outcome is possible, but not likely, or the amount of the allocation cannot be reliably estimated.
Civil dispute
Italgas Reti S.p.A. / Municipality of Rome – Rome Civil Court
The Municipality of Rome charged Italgas Reti with alleged contractual breaches relating to delays in the execution of the business plan for the gas distribution service, initiating a procedure for the application of penalties in 2019. Italgas Reti rejected the charge and appealed against the acts of the Municipality, which, with resolution of 19 December 2019, quantified the penalties as 91,853,392.79 euro, reserving the right to enforce the bank guarantee issued to guarantee the contract. A complex question of jurisdiction arose during the dispute, resolved by the Supreme Court on 12 January 2021 in favour of the Ordinary Court, before which Italgas Reti resumed the proceedings on 11 February 2021. At the same time, took action for damages against the Municipality of Rome for 106,290,396.25 euro, for damages arising from alleged contractual breaches of the Administration; this proceeding was also resumed before the Ordinary Court of Rome and was combined
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with the one concerning the penalties. In July 2023, the judge ordered an Expert’s Report (CTU) which was carried out in the course of 2024. At the hearing of 11 December 2024, having taken note of the findings of the CTU, the Court invited the parties to reach a settlement of the dispute, adjourning the hearing to 1 July 2025 and subsequently to 3 December 2025, the date on which the case was adjourned for decision, without affecting the possibility of an agreement between the parties. By order of 17 November 2021, the Court of Rome suspended the effects of the penalty quantification measure and prevented the Municipality of Rome from enforcing the bank guarantee given to guarantee the payment claims.
Also on the basis of an external legal opinion, the Company, at present, does not believe that the risk of losing the dispute it’s more likely than not.
Municipality of Venice / Italgas Reti S.p.A. – Court of Venice
On 24 April 2019, the Municipality of Venice served Italgas Reti a writ of summons before the Court of Venice, requesting payment of 59,006,552.03 euro as a consideration for the use of the portion of the network subject to free acquisition, with reference to the period between 1 June 2010 and 31 December 2018, as well as additional sums due until the final judgement.
Italgas Reti fully disputed the claim of the Municipality, arguing that the network was acquired free of charge, that no regulatory basis exists for determining the fee on the basis of the ARERA tariffs and that the fee relating to the assets of the so-called Block A had already been included in the fee agreed with a later additional deed. Alternatively, the Company requested the redetermination of any “reasonable” fee for the period between 1 January 2013 and 31 December 2018, subsequent to the expiry by law of the concession on 31 December 2012, in addition to the return of any sums paid and not due.
During the case, having initiated the document exchange, the Court ordered the acquisition of additional documentation and, subsequently, deemed it necessary to proceed with an Expert’s Report (CTU). The expert appraisal operations have been completed and the hearing for the examination of the CTU was held on 10 July 2025. The judgement was then postponed to the hearing of 26 June 2026 for the closing arguments.
Supported by a technical and economic appraisal issued by an expert and on the basis of an external legal opinion, the Company does not believe that the risk of losing the dispute it’s more likely than not.
Municipality of Cavallino Treporti / Italgas Reti S.p.A. – Court of Venice
Following the judgement of the Council of State on the acquisition free of charge of the assets included in Block A, the Municipality of Cavallino ‑ Treporti brought a civil proceeding before the Court of Venice in order to obtain payment of the sums that it deemed due for the use by Italgas Reti of such assets.
The proceeding of first instance was completed with judgement of 27 June 2022, with which the Court of Venice fully rejected the request of the Municipality. The Municipality then filed an appeal, but the Court of Appeal of Venice, with judgement of 22 April 2024, rejected the challenge, albeit raising several doubts as to the jurisdiction. Subsequently, the Municipality of Cavallino-Treporti lodged a Supreme Court appeal, Italgas Reti filed an appearance and, at this stage, a date for the hearing is currently pending. The total amount subject to the proceeding (claim) is 4,699,129.00 euro. It should be noted that Italgas Reti manages the natural gas distribution service in the territory of the Municipality of Cavallino ‑ Treporti on the basis of the same concession agreements in place with the Municipality of Venice, since the Municipality of Cavallino ‑ Treporti was established in 1999 as a spin-off portion of the Venetian municipal territory.
Supported by an external legal opinion, the Company does not, at present, believe that the risk of losing the dispute it’s more likely than not.
Publiservizi S.p.A. / Italgas S.p.A. – Florence Court
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On 25 July 2019, Publiservizi, also an agent of other Municipalities with stakes in Toscana Energia S.p.A., summoned Italgas S.p.A. to appear for an alleged breach of the shareholders’ agreement of 28 June 2018, requesting the acquisition of 3% of the capital of Toscana Energia at the price of 70,000,000.00 euro, or the execution of the agreement, or, alternatively, compensation for damages for 59,800,000.00 euro.
With judgement of 11 June 2024, the Court of Florence fully rejected the requests of Publiservizi. On 13 January 2025, Publiservizi (now Alia) filed an appeal before the Court of Appeal of Florence. The hearing is scheduled for 17 April 2026.
Criminal dispute
The main criminal disputes in which the Group is involved are set out below.
Italgas Reti S.p.A. – Ravanusa Event
The Public Prosecutor’s Office of Agrigento opened an investigation into the explosion that occurred in Ravanusa on 11 December 2021, which took the lives of 9 people and caused serious damage to the buildings. In December 2021, notices of indictment were served on ten Italgas Reti employees to allow for technical assessments that could not be repeated. The investigations found a breakage in a steel pipe installed in 1988 by Siciliana Gas S.p.A. and confirmed the presence of odorant in the gas. In May 2023, the Public Prosecutor’s Office asked for all defendants of Italgas Reti to be dismissed, proceeding instead against parties of Siciliana Gas S.p.A. and the contracting firm of the works. Two criminal proceedings took place: the first, against the employees of Italgas Reti, concluded with a decree of dismissal on 16 December 2025; the second is still pending and involves Italgas Reti S.p.A. as the civilly liable party, with the hearing for the examination of witnesses scheduled for 12 March 2026. Following the event, at the request of the Municipality of Ravanusa, Italgas Reti also carried out a project for the removal of the rubble, completed in 2023.
Informative priorities ESMA 2024
For the purposes of the 2025 Financial Report, Italgas has taken into account the ESMA recommendations, which draw attention to the uncertainties of the macroeconomic and geopolitical context and their potential impacts on the economic ‑ financial position. In particular, ESMA requests clear and specific disclosures about the effects of these uncertainties on the results, valuations, estimates and sensitivity analyses.
The recommendations also include: (i) the consistency between financial statement disclosures and sustainability reporting, in particular on climate-related matters; (ii) the valuation as early as in the 2025 financial statements of the impacts of the updates to IFRS 9 and IFRS 7 (nature-dependent electricity supply contracts) and of IFRS 18 on financial statements, information systems and communications; (iii) the focus on the consistency and stability of the alternative performance measures (APMs).
Lastly, ESMA places specific focus on segment information (IFRS 8), requesting full disclosure on the criteria used to identify the segments, any changes, the correct allocation of revenues and costs and the relevant factors affecting impairment tests.
The Group has considered these issues for the purposes of preparing the consolidated financial statements as of 31 December 2025.
Climate-related risks and impairment
The Group monitors risks associated with climate change through the Enterprise Risk Management (ERM) system, distinguishing between physical risks, associated with the increase in extreme weather events and
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average temperatures in the areas of operation, and transition risks, associated with regulatory developments concerning emissions, technological development and the uncertainty of the future role of natural gas in the energy mix. For physical risks, Italgas implements continuous monitoring of the integrity of infrastructure and uses innovative technologies to promptly identify any critical issues and to limit impacts on the service. Transition risks are managed through investments in technological innovation, digitisation of the network and adaptation of infrastructure to the distribution of alternative gases, such as hydrogen, biomethane and e-gas, as well as energy efficiency and emissions reduction projects. The rise in temperatures and transition dynamics could have an impact on the number of active redelivery points and on revenues, effects mitigated by the regulatory mechanisms introduced by ARERA that provide for adjustments to revenues. Similarly, the risk associated with demand for gas is mitigated by the revenue hedging mechanisms set forth in the current natural gas distribution tariff system.
Similarly, due to the systematic monitoring of its assets and the areas on which they are located, the Italgas Group is able to identify in advance possible situations that could generate the emergence of potential liabilities related to climate risks.
International Tax Reform – Pillar Two Model Rules
The provisions apply to undertakings operating in Italy and Greece belonging to multinational or national groups with consolidated annual revenues of 750 million euro or higher, calculated as an average in at least two of the four financial years immediately prior to the reporting year. The objective of the legislation is to ensure that such undertakings are subject to an effective minimum tax rate of 15%, with possible tax supplements required in jurisdictions that do not reach this level.
The legislation applies to Italgas and its “minority investees” (i.e., other “entities” consolidated line by line by CDP in which Italgas holds a “controlling interest”) that qualify as a “minority subgroup”, attributable to the CDP Group. The latter has as its “ultimate parent company,” Cassa Depositi e Prestiti S.p.A. (CDP), which qualifies as the Ultimate Parent Entity (UPE), as it consolidates various “entities” on a “line-by-line basis” (including CDP Reti and Italgas, as well as other entities in which Italgas holds interests) and is not, in turn, consolidated on a “line-by-line basis” by another “entity”.
On the basis of the information collected and processed in accordance with the applicable regulatory provisions, a reasonable estimate was made of the Italgas Group’s exposure to income taxes as at 31 December 2025. Based on the estimate performed, no liabilities for top-up taxation arise.
Public funds received in Italy
With reference to the new rules introduced by Law no. 124 of 4 August 2017 “Annual competition law”, under Article 1, paragraphs 125-129, please note that the following grants from public authorities relating to the construction of gas networks in Italy were collected in 2025.

Beneficiary | Grantor | Type of transaction | Amount €
Designation | Tax code | VAT Number |  |
Company name
ITALGAS RETI S.p.A. | MINISTERO DELL'ISTRUZIONE E DEL MERITO | 80185250588 | 80185250588 | Progetto NIMBUS | 2,995,924
ITALGAS RETI S.p.A. | AUTORITÀ DI REGOLAZIONE PER ENERGIA RETI E AMBIENTE | 97190020152 | 97190020152 | P2G Sestu | 156,825

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ITALGAS RETI S.p.A. | PROCIDA | 634830632 | 634830632 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 2,338,532
CILENTO RETI GAS S.r.l. | CAMEROTA | 84001750656 | 1534590656 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 351,148
CILENTO RETI GAS S.r.l. | CASALETTO SPARTANO | 84001470651 | 775920655 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 278,788
CILENTO RETI GAS S.r.l. | CASELLE IN PITTARI | 84001470651 | 775940653 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 41,681
CILENTO RETI GAS S.r.l. | MORIGERATI | 84001730658 | 3548800659 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 11,720
CILENTO RETI GAS S.r.l. | ROCCAGLORIOSA | 84001770654 | 891180655 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 121,382
CILENTO RETI GAS S.r.l. | SAN GIOVANNI A PIRO | 84001430655 | 2745400651 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 859,984
CILENTO RETI GAS S.r.l. | TORTORELLA | 84001490659 | 2441730658 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 10,157
MEDEA S.p.A. | ORUNE | 161070917 | 161070917 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 1,136,363
MEDEA S.p.A. | SANT’ANNA ARRESI | 81001910926 | 01351570922 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 1,453,254
MEDEA S.p.A. | SANT’ANNA ARRESI | 81001910926 | 01351570922 | Contributi conto impianti - L.R. 3 APRILE 1995, N. 25 e - LEGGE REGIONALE 27.12.2001, N. 84 | 4,273
TOTAL |  |  |  |  | 9,760,031

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27) Revenues and other income
The breakdown of revenues and other income is shown in the following table.

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Revenues | 2,478,644 | 3,508,303
Other income | 60,792 | 80,846
| 2,539,436 | 3,589,149

Group revenues are generated in Italy and Greece.
An analysis of revenue by operating segment is provided in Note 34 “Information by operating segment”.
Revenues from related parties are described in Note 36 “Related party transactions”.
Revenues
Revenues, which amount to 3,508,303 thousand euro (2,478,644 thousand euro as at 31 December 2024), are analysed in the table below:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Gas distribution | 1,536,573 | 2,224,455
Revenues for infrastructure construction and improvements (IFRIC 12) | 746,503 | 995,630
Technical assistance, engineering, IT and various services | 53,109 | 68,429
Energy efficiency interventions | 31,869 | 76,002
Integrated water service | 96,125 | 94,764
Release of connection contributions relating to the year | 0 | 31,451
Other ESCo revenues | 14,358 | 16,533
Sale of other products | 107 | 1,039
| 2,478,644 | 3,508,303

Revenues refer primarily to the consideration for the natural gas distribution service and other gas regulated revenues (2,224,455 thousand euro as at 31 December 2025 and 1,536,573 thousand euro as at 31 December 2024) and revenues deriving from the construction and upgrading of gas and water distribution infrastructure connected with concession agreements pursuant to IFRIC 12 (995,630 thousand euro as at 31 December 2025 and 746,503 thousand euro as at 31 December 2024) and the pro-rata release during the year of connection fees paid by end users at the time of connection to the network (34,982 thousand euro as at 31 December 2025 and 18,999 thousand euro as at 31 December 2024).
Gas distribution revenues in Italy are reported net of the tariff components in addition to the tariff applied to cover gas system expenses of a general nature totalling 461,590 thousand euro as at 31 December 2025 (135,460 thousand euro as at 31 December 2024). The amounts in question are paid, where positive, or charged, where negative, for an equal amount, to the CSEA.
Gas distribution revenues increased by 87,882 thousand euro compared with 31 December 2024, reflecting the benefits of the new scope resulting from the acquisition of 2i Rete Gas companies. Despite the significant decrease in the WACC (-51.6 million euro),the item increased as a result of the growth in RAB, mainly due to investments made during the period and the effect of the deflator, as well as the impact in 2025 of higher operating costs recognised for tariff purposes under Resolution no. 87/2025/R/gas.
This revenues refers to natural gas distribution on behalf of all commercial operators requesting access to the networks of the distribution companies and include the effects arising from (i) the implementation of Resolution no. 737/2022/R/gas in terms of recognition of the residual value of smart meters of a class not exceeding G6 produced up to the year 2016 and commissioned by the year 2018, (ii) the higher revenues associated with the contribution pursuant to Article 57 of ARERA Resolution no. 570/2019/R/gas relating to the replacement of traditional meters with electronic smart meters and the recovery of non-depreciation (so-called IRMA) pursuant to Consultation Document DCO 545/2020/R/gas, Resolution no. 570/2019/R/gas, Resolution no. 287/2021 and Determination no. 3/2021.
Revenues from energy efficiency measures, amounting to 76,002 thousand euro as at 31 December 2025 (31,869 thousand euro as at 31 December 2024), increased thanks to the contribution of new energy efficiency projects developed throughout the financial year as part of the new incentive schemes (Superbonus and Ecobonus).
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Revenues from integrated water service for 94,764 thousand euro as at 31 December 2025 (96,125 thousand euro as at 31 December 2024) relate to water collection, supply, transport, distribution and sale in Campania .
Other income
Other income, which amounted to 80,846 thousand euro as at 31 December 2025 (60,792 thousand euro as at 31 December 2024), can be broken down as follows:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Income from gas distribution service safety recovery incentives | 2,436 | 38,156
Plant safety assessment pursuant to ARERA Resolution no. 40/04 | 1,541 | 1,521
Other income from regulated activities | 9,721 | 16,401
Release of connection contributions relating to the year | 18,999 | 0
Capital gains from sale of assets | 1,892 | 832
Sundry management refunds and chargebacks | 18,148 | 12,364
Contractual penalties receivable | 418 | 1,986
Income from real estate investments | 287 | 374
Revenues from seconded personnel | 1,215 | 1,386
Sundry other | 6,135 | 7,826
| 60,792 | 80,846

Income from regulatory incentives relating to safety in the gas distribution service, amounting to 38,156 thousand euro, relates to reimbursements recognised by the Authority in connection with the achievement of qualitative and technical standards for the natural gas distribution service. The increase is attributable, on the one hand, to the cessation of the effects of Resolution no. 490/2024/R/gas, which in 2024 had resulted in the cancellation of the bonuses relating to the safety of the gas distribution service for the year 2020, with the consequent non-recognition of income of approximately 24.0 million euro, and, on the other hand, to the new scope resulting from the acquisition of 2i Rete Gas.
Refunds and operating charge-backs include 12,364 thousand euro of reimbursements from suppliers related to faulty meters under warranty.
Other income from regulated activities, amounting to 16,401 thousand euro, relates to reimbursements for bad debts and increased due to the new scope arising from the acquisition of 2i Rete Gas.
28) Costs and other operating expenses
The breakdown of costs and other expenses, amounting to 1,684,911 thousand euro as at 31 December 2025 (1,220,732 thousand euro as at 31 December 2024), is shown in the following table:
.

| For the year ended 31 December 2024 | For the year ended 31 December 2025
Purchase costs for raw materials, consumables, supplies and goods | 168,459 | 190,307
Costs for services | 606,581 | 869,391
Lease expenses | 102,496 | 153,106
Personnel costs | 291,004 | 405,385
Impairment of trade receivables net | (822) | 2,605
Other operating expenses | 60,921 | 76,963
To be deducted: |  |
Increases for own work | (7,907) | (12,846)
- of which costs for services | (2,036) | (8,542)
- of which labour costs | (5,871) | (4,304)
| 1,220,732 | 1,684,911

Costs for raw materials, consumables, supplies and goods , amounting to 190,307 thousand euro (168,458 as at 31 December 2024), comprise the following:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Inventories | 137,045 | 143,916
Purchase of gas | 3,472 | 4,705
Purchase of water | 195 | 293

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Motive power and water lifting | 22,704 | 26,290
Purchase of fuel | 4,046 | 6,571
Consumables | 996 | 8,532
| 168,458 | 190,307

Inventories refer in particular to the acquisition of meters and gas pipes.
Purchase costs for raw materials, consumables, supplies and goods include costs relating to the construction and upgrading of gas distribution and water service infrastructure amounting to 131,357 thousand euro (127,284 thousand euro as at 31 December 2024), recorded in accordance with IFRIC 12.
Costs for services of 860,849 thousand euro (604,545 thousand euro as at 31 December 2024) relate to:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Project management and plant maintenance | 414,957 | 606,945
Consultancy and professional services | 67,110 | 109,074
Costs for personnel services | 20,259 | 23,578
IT and telecommunications services | 43,538 | 53,773
Electricity, water and other (utility) services | 4,884 | 8,245
Insurance | 6,840 | 13,293
Cleaning, security service and guard services | 4,281 | 5,797
Advertising and entertainment | 5,334 | 5,892
Costs for seconded personnel | 698 | 987
Works performed on behalf of the Campania Region | 13,832 | 11,211
Other services | 40,374 | 40,093
Use of risk provision | (15,526) | (9,497)
| 606,581 | 869,391
To be deducted: |  |
Increases for own work | (2,036) | (8,542)
| 604,545 | 860,849

Costs for services include costs relating to the construction and upgrading of gas distribution and water distribution infrastructure amounting to 664,493 thousand euro (478,116 thousand euro as at 31 December 2024) recognised pursuant to IFRIC 12.
Costs for project management and plant maintenance planning (606,945 thousand euro as at 31 December 2025 and 414,957 thousand euro as at 31 December 2024) essentially relate to the extension and maintenance of gas distribution plants, as well as work carried out on buildings for energy efficiency purposes. The increase of 191,988 thousand euro is mainly attributable to the new scope resulting from the acquisition of 2i Rete Gas.
Lease expense , of 153,096 thousand euro (102,496 thousand euro as at 31 December 2024), regard:

(€ thousands) |  |
| For the year ended 31 December 2024 | For the year ended 31 December 2025
Patent, license and concession fees | 85,242 | 139,552
Leases and rentals | 17,254 | 16,001
Use of risk and charges provision | 0 | (2,448)
| 102,496 | 153,105

Fees, patents and licences (139,552 thousand euro as at 31 December 2025 and 85,242 thousand euro as at 31 December 2024) refer primarily to fees recognised to contracting parties for the running of natural gas distribution activities under concession.
Costs expenses include costs relating to the construction and upgrading of gas distribution infrastructure amounting to 15,662 thousand euro (16,425 thousand euro as at 31 December 2024) recognised in accordance with IFRIC 12.
Personnel costs , totalling 401,080 thousand euro (285,133 thousand euro as at 31 December 2024), breaks down as follows:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Wages and salaries | 209,744 | 287,087
Social charges | 60,684 | 84,551
Employee benefits | 16,659 | 23,993
Other expenses | 3,917 | 9,753
| 291,004 | 405,384
To be deducted: |  |
Increases for own work | (5,871) | (4,304)
| 285,133 | 401,080

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The item includes costs relating to the construction and upgrading of gas distribution infrastructure amounting to 173,538 thousand euro (118,104 thousand euro as at 31 December 2024) recognised pursuant to IFRIC 12.
Employee benefits (23,993 thousand euro as at 31 December 2025 and 16,659 thousand euro as at 31 December 2024) mainly regard the employee severance pay accrued, to be paid to pension funds or to INPS.
Other expenses of 9,753 thousand euro (3,917 thousand euro as at 31 December 2024), in particular refer to charges for the incentive plan for senior executives (co-investment plan) and the employee share ownership plan (IGrant plan).
For Stock Grant plans and employee share ownership plans for Company employees, the fair value of the option, determined at the time it is granted, is posted to the income statement as a cost throughout the vesting period, with a corresponding balancing item in a reserve under equity.
More details are provided in the “Provisions for employee benefits” note .
Average number of employees
The average number of payroll employees as at 31 December 2025 of the consolidated entities, broken down by status, is as follows:

Professional qualification | For the year ended 31 December 2024 | For the year ended 31 December 2025
Executives | 82 | 91
Middle Managers | 431 | 499
Employess | 2,513 | 3,113
Manual workers | 1,312 | 1,625
| 4,338 | 5,328

The average number of employees is calculated on the basis of the monthly number of employees for each category. The increase is mainly due to the acquisition of 2i Rete Gas.
There were 5,315 employees on average.
Remuneration due to key management personnel
The remuneration due to persons with powers and responsibilities for the planning, management and control of the Company, i.e. executive and non-executive directors, general managers and executives with strategic responsibilities (“key management personnel”), in office at 31 December 2025, amounted to 12,643 thousand euro and breaks down as follows:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Wages and salaries | 8,081 | 10,161
Post-employment benefits | 755 | 903
Other long-term benefits | 1,466 | 1,579
| 10,302 | 12,643

Remuneration due to Directors and Statutory Auditors
Remuneration due to Directors, except for the Chairperson and the CEO who form part of the key management personnel as explained in the foregoing paragraph, amounted to 3,776 thousand euro and remuneration due to Statutory Auditors amounted to 761 thousand euro (Article 2427, no. 16 of the Italian Civil Code). This remuneration includes emoluments and any other amounts relating to pay, pensions and healthcare due for the performance of duties as a director or statutory auditor giving rise to a cost for the Company, even if not subject to personal income taxes.
Other operating expenses , 76,964 thousand euro (60,921 thousand euro as at 31 December 2024), are analysed below:

(€ thousands) |  |
| For the year ended 31 December 2024 | For the year ended 31 December 2025
Other penalties | 6,887 | 20,946
Indirect taxes, local taxes | 5,697 | 11,572
Allocations to/releases from provision for risks and charges | 673 | (7,637)
Capital losses from disposal/recovery of property, plant and equipment and intangible assets | 39,760 | 39,666
Sundry other | 7,904 | 13,417
| 60,921 | 77,964

Penalties amounting to 20,946 thousand euro (6,887 thousand euro as at 31 December 2024), mainly relate to the gas distribution sector and include costs associated with penalties for the difference between gas injected and gas withdrawn at the city gates pursuant to ARERA Resolution no. 386/2022/R/gas for the periods 2020-2022, 2021-2023 and 2022-2024, amounting to 8,374 thousand euro, costs for transactions, compensation and penalties.
Net to provisions for risks and charges totalled 7,637 thousand euro (provisions of 673 thousand euro as at 31 December 2024). For more details on the changes during the financial year, please refer to the note “Provisions for risks and charges”.
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The capital losses from the disposal/recovery of fixed assets (39,666 thousand euro as at 31 December 2025 and 39,760 thousand euro as at 31 December 2024) mainly relate to the replacement of meters, as well as pipes and connections.
Operating costs relating to the construction and upgrading of gas distribution and water service infrastructure connected with concession agreements pursuant to what is set forth in IFRIC 12, amount to 995,631 thousand euro and are broken down as follows:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Purchase costs for raw materials, consumables, supplies and goods | 127,284 | 131,357
Costs for services | 478,116 | 664,493
Costs for the use of third-party assets | 16,425 | 15,662
Personnel cost | 118,104 | 173,538
Other operating expenses | 6,575 | 10,581
| 746,504 | 995,631

29) Amortisation, depreciation and impairment of assets
Amortisation, depreciation and impairment of assets, totalling 693,087 thousand euro (536,555 thousand euro as at 31 December 2024), breaks down as follows:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Amortisation and depreciation | 549,120 | 712,344
- Property, plant and equipment | 20,547 | 25,139
- Right of use pursuant to IFRS 16 | 32,462 | 44,599
- Intangible assets | 496,111 | 642,606
Impairment | (12,565) | (19,257)
| 536,555 | 693,087

Net utilisations of intangible assets, amounting to 19,257 thousand euro (12,565 thousand euro in 2024), mainly refers to the use of the provision for impairment losses related to defective gas smart meters.
30) Net financial expense
Net financial expense, amounting to 236,378 thousand euro (120,666 thousand euro as at 31 December 2024), comprises:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Total financial expense | (122,362) | (239,814)
Financial expense | (139,862) | (246,482)
Financial income | 17,500 | 6,668
Total financial income (expense) | 1,317 | 3,929
Other financial expenses | (9,704) | (10,827)
Other financial income | 11,021 | 14,756
Gain/(loss) on derivatives measured at fair value | 379 | (493)
| (120,666) | (236,378)

Below is the breakdown of financial charges, financial income and other financial income and charges:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Net financial expense | (122,362) | (239,814)
Borrowing costs: | (139,862) | (246,482)
- Interest expense on bonds | (108,218) | (173,153)
- Commission expense on bank loans and credit lines | (4,824) | (11,062)
- Interest expense on credit line and loan expense due to banks and other lenders | (26,820) | (62,267)
Financial expense capitalised |  |
Income on financial receivables: | 17,500 | 6,668
- Interest income and other income on financial receivables non-held for operations | 17,500 | 6,668
Total net financial expense: | 1,317 | 3,929
- Capitalised financial expense | 1,293 | 69
- Financial income (expense) connected with the passing of time (accretion discount) (*) | (2,769) | (3,011)
- Expense for right of use pursuant to IFRS 16 | (1,376) | (2,567)
- Other expenses | (6,852) | (5,318)
- Other income | 11,021 | 14,756

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Gain/(loss) on derivatives measured at fair value | 379 | (493)
| (120,666) | (236,378)
(*) The item relates to the increase in the provisions for risks and charges and provisions for employee benefits that are specified, at a discounted value, in the notes “Provisions for risks and charges” and “Provisions for employee benefits”.

Net financial expense increased by 117,452 thousand euro compared to 2024, mainly as a result of the expenses relating to the so-called “Bridge” facility for the acquisition of 2i Rete Gas, the financial expense arising from the fair value measurement arising from the purchase price allocation of the bonds issued by 2i Rete Gas and the impact of the dual-tranche note issued in March 2025.
31) Net income from equity investments
Net income from equity investments, totalling 10,889 thousand euro (11,209 thousand euro as at 31 December 2024), breaks down as follows:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Share of the profit of investments in associates/joint ventures | 9,945 | 8,701
Income from share of the profit of equity investments in associates/joint ventures | 9,945 | 8,701
Other income from equity investments | 1,264 | 2,188
Other income from equity investments | 1,264 | 2,188
| 11,209 | 10,889

Details of capital gains and capital losses accounted for using the equity method can be found in the note “Investments accounted for using the equity method”.
Income from equity investments refers to the contribution deriving from equity investments in other companies (mainly Distribution Networks).
32) Income taxes
Income taxes for the year, amounting to 279,867 thousand euro (165,257 thousand euro as at 31 December 2024) comprise:

| For the year ended 31 December 2024
(€ thousands) | IRES | IRAP | FOREIGN | Total
Current taxes | 130,893 | 29,400 | 3,667 | 163,960
Current taxes for the year | 156,056 | 33,292 | 3,667 | 193,015
Patent box | (18,311) | (3,639) |  | (21,950)
Adjustments for current taxes pertaining to previous years | (6,852) | (253) |  | (7,105)
Deferred and prepaid taxes | (12,261) | 727 | 12,831 | 1,297
Deferred taxes | (13,412) | (1,186) | 12,831 | (1,767)
Prepaid taxes | (1,151) | (1,913) | 0 | (3,064)
| 118,632 | 30,127 | 16,498 | 165,257
| For the year ended 31 December 2025
(€ thousands) | IRES | IRAP | FOREIGN | Total
Current taxes | 255,812 | 54,869 | 222 | 310,903
Current taxes for the year | 248,252 | 54,641 | 222 | 303,115
Adjustments for current taxes pertaining to previous years | 7,560 | 228 | 0 | 7,788
Deferred and prepaid taxes | (46,459) | (575) | 15,998 | (31,036)
Deferred taxes | (34,316) | (3,771) | 15,998 | (22,089)
Prepaid taxes | 12,143 | (3,196) | 0 | 8,947
| 209,353 | 54,294 | 16,220 | 279,867

Income taxes include current taxes of 310,903 thousand euro (163,960 thousand euro as at 31 December 2024) and net deferred taxes of 31,036 thousand euro.
The rates applied and provided for by the Italian tax regulations for current taxes are 24% for IRES and 4.2% for IRAP. The rate applied and provided for by the Greek tax regulations for current taxes is 22%.
The reconciliation of the theoretical tax charge, calculated by applying the corporation tax (IRES) rate in force in Italy of 24%, with the actual tax charge for the year can be broken down as follows:

|  | For the year ended 31 December 2024 |  | For the year ended 31 December 2025
(€ thousands) |  | Tax rate | Balance |  | Tax rate | Balance
IRES and FOREIGN |  |  |  |  |  |
Profit before Tax |  |  | 672,691 |  |  | 985,662
IRES tax calculated based on the theoretical tax rate |  | 24.00% | 161,446 |  | 24.00% | 236,559
Tax effect on: |  |  |  |  |  |
- Income from equity investments |  | 0.8% | 5,179 |  | 0.5% | 5,351

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- Patent box |  | (2.7)% | (18,311) |  | 0.0% | 0
- Current taxes for previous years |  | (1.0)% | (6,852) |  | 0.0% | 460
- “Super Iper amortisation and depreciation” tax benefit |  | (1.3)% | (8,594) |  | (1.2)% | (12,120)
- Other permanent differences |  | 0.3% | 2,262 |  | (0.5)% | (4,678)
IRES taxes for the year through profit or loss |  | 20.1% | 135,130 |  | 22.9% | 225,572
|  | For the year ended 31 December 2024 |  | For the year ended 31 December 2025
(€ thousands) |  | Tax rate | Balance |  | Tax rate | Balance
IRAP |  |  |  |  |  |
Operating profit for IRAP |  |  | 782,147 |  |  | 1,211,151
IRAP tax calculated based on the theoretical tax rate |  | 4.2% | 32,850 |  | 4.2% | 50,868
Tax effect on: |  |  |  |  |  |
- Taxes for previous years |  | 0.0% | (253) |  | 0.0% | 84
- Patent box |  | (0.5)% | (3,639) |  | 0.0% | 0
- Regional IRAP adjustments |  | 0.6% | 4,201 |  | 1.4% | 4,263
- Other permanent differences |  | 0.2% | (3,032) |  | (0.1)% | (920)
IRAP taxes for the year through profit or loss |  | 4.5% | 30,127 |  | 5.5% | 54,295

An analysis of deferred tax assets and liabilities grouped based on the nature of the significant temporary differences that generated them can be found in the note “Deferred tax liabilities”.
Taxes related to components of comprehensive income
Current and deferred taxes related to other components of comprehensive income can be broken down as follows:

| For the year ended 31 December 2024 |  | For the year ended 31 December 2025
(€ thousands) | Gross value | Tax impact | Net tax value |  | Gross value | Tax impact | Net tax value
Remeasurement of defined-benefit plans for employees | (629) | 176 | (453) |  | (1,005) | 281 | (724)
Change in fair value of investments measured at FVTOCI | 106 | (25) | 81 |  | (1,288) | 309 | (979)
Fair value gain/(loss) arising from hedging instruments during the period | (15,321) | 3,677 | (11,644) |  | (3,178) | 763 | (2,415)
Other components of comprehensive income | (15,844) | 3,828 | (12,016) |  | (5,471) | 1,353 | (4,118)
Deferred tax assets/liabilities |  | 3,828 |  |  |  | 1,353 |

33) Earnings per share
Basic earnings per share, as defined by IAS 33, amounted to 0.713 euro per share (0.59 euro per share as at 31 December 2024) and were calculated by dividing the net profit attributable to Italgas, equal to 672,320 thousand euro (478,854 thousand euro as at 31 December 2024), by the weighted average number of Italgas shares outstanding during the period, equal to 942,746,244 shares (811,242,309 shares as at 31 December 2024). Adjusted earnings per share, calculated as the ratio of net adjusted profit attributable to Italgas to the total number of shares outstanding as at 31 December 2025, equal to 1,015,686,402, amounted to 0.664 euro per share (0.624 as at 31 December 2024).
Diluted earnings per share is calculated by dividing the net profit attributable to Italgas, amounting to 672,320 thousand euro, by the weighted average number of shares outstanding during the period, including the shares that could be added as a result of the assignment of shares under the Stock Grant Plans and the employee share ownership plan. The diluted earnings per share, calculated also considering the co-investment plan, was 0.705 euro per share (0.59 euro per share as at 31 December 2024).
34) Information by operating segment
In accordance with IFRS 8 "Operating Segments", the Group's identified segments as at 31 December 2025 are as follows:
- Gas distribution;
- Water service;
- Energy efficiency;
- Corporate.
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Operating result (EBIT) is the key profit measure used by Group Management to assess performance and allocate resources to the Group’s operating segments, as well as to analyse operating trends, perform analytical comparisons and benchmark performance between periods and among the segments. Operating result (EBIT) is defined as the net profit (or loss) for the financial year, before income taxes, net financial expense and net income from equity investments.
Investments in property, plant and equipment and Investments in intangible assets are the key measure used by the Group Management to allocate resources to the Group’s operating segments.
The following tables summarise selected financial information by sector for the financial years ended 31 December 2024 and 2025.

(€ thousands) | Gas distribution | Water service | Energy efficiency | Corporate | Total
For the year ended 31 December 2024 |  |  |  |  |
Total revenues and others revenues | 2,408,448 | 99,093 | 48,608 | 85,293 | 2,641,442
to be deducted: inter-sector others revenues | (16,707) | (47) | (2,022) | (83,230) | (102,006)
Total revenues and other revenues and income from third parties | 2,391,741 | 99,046 | 46,586 | 2,063 | 2,539,436
EBITDA | 1,862,945 | 37,343 | 14,329 | (10,379) | 1,904,238
Operating result | 1,206,938 | 7,430 | 10,336 | (13,553) | 1,211,151
Total net financial expense |  |  |  |  | (120,666)
Total net income from equity investments |  |  |  |  | 11,209
Profit before tax |  |  |  |  | 1,101,694
Investments in property, plant and equipment | 46,477 | 2,751 | 3,770 | 2,469 | 55,467
Investments in intangible assets | 851,102 | 26,958 | 577 | 50 | 878,687
Total investments in property, plant and equipment and intangible assets | 897,579 | 29,709 | 4,347 | 2,519 | 934,154
(€ thousands) | Gas distribution | Water service | Energy efficiency | Corporate | Total
For the year ended 31 December 2025 |  |  |  |  |
Total revenues and others revenues | 3,391,811 | 100,469 | 92,951 | 126,672 | 3,711,903
to be deducted: inter-sector others revenues | (27,856) | (4) | (2,588) | (123,758) | (154,206)
Total revenues and other revenues and income from third parties | 3,363,955 | 100,465 | 90,363 | 2,914 | 3,557,697
Operating result | 1,206,938 | 7,430 | 10,336 | (13,553) | 1,211,151
Total net financial expense |  |  |  |  | (236,378)
Total net income from equity investments |  |  |  |  | 10,889
Profit before tax |  |  |  |  | 985,662
Investments in property, plant and equipment | 102,925 | 3,372 | 3,851 | 1,893 | 112,041
Investments in intangible assets | 1,062,033 | 28,993 | 436 | 120 | 1,091,582
Total investments in property, plant and equipment and intangible assets | 1,164,958 | 32,365 | 4,287 | 2,013 | 1,203,623

35) Information by geographical area
In accordance with Subsection 33 of IFRS 8, revenues, non-current assets and investments by geographic area are shown below:

(€ thousands) |  |  |

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As of 31 December 2024 | Italy | Greece | Non-EU countries
Revenues | 2,258,800 | 279,196 | 1,440
Non-current assets | 9,061,549 | 1,287,444 |
Investments in tangible and intangible assets | 765,979 | 120,984 |

(€ thousands) |  |  |
As of 31 December 2025 | Italy | Greece | Non-EU countries
Revenues | 3.215.311 | 292.062 | 930
Non-current assets | 15.112.860 | 1.202.698 |
Investments in tangible and intangible assets | 1.078.374 | 125.249 |

36) Related party transactions
Based on Italgas’ current ownership structure, pursuant to paragraph 9 of the IAS 24, Italgas related parties include, in addition to directors, statutory auditors, executives with strategic responsibilities, companies associated with the Group or under its joint control, also the subsidiaries directly or indirectly controlled by CDP, therefore including the shareholder Snam, and the Ministry of Economy and Finance (MEF).
Following the entry into force of Article 13, paragraph 1-bis, of Decree-Law No. 95/2025, as converted into Law No. 118/2025, and Article 1, paragraph 268, of the 2026 Budget Law, the Company amended its internal procedures for the purposes of the regulation of transactions with related parties pursuant to Article 2391-bis of the Italian Civil Code. The recently enacted legislation has established that, for the purposes of Article 2391-bis of the Italian Civil Code, no related-party relationships exist between public administrations that do not exercise direction and coordination powers and the companies in which they hold equity investments, including indirectly.
The following disclosures are instead provided pursuant to IAS 24. Transactions with related parties entered into by the Italgas Group relate to the exchange of assets, the provision of services and, in the case of CDP, the provision of financial resources.
These transactions are part of ordinary business operations and are generally settled at arm’s length, i.e. the conditions which would be applied between two independent parties. All transactions entered into were carried out in the interest of the Italgas Group companies.
CDP and CDP Reti consolidate Italgas pursuant to IFRS 10. In addition, through the Board of Directors’ decision of 1 August 2019, CDP reclassified its investment in Italgas S.p.A. as a controlling interest pursuant to Article 2359, paragraph 1.2) of the Italian Civil Code and Article 93 of the TUF. Italgas is not subject to direction and coordination activities by CDP.
Italgas is not subject to direction and coordination activities. Italgas exerts direction and coordination activities over its subsidiaries pursuant to Articles 2497 et seq. of the Civil Code.
The amounts involved in commercial, financial and other transactions with the above-mentioned related parties, are shown below. The nature of the most significant transactions is also stated.
With reference in particular to the balances exposed towards the Eni Group, Enel Group, and Poste Italiane Group the underlying relations refer to the natural gas distribution service business, according to the terms of the Network Code, defined by the Italian Regulatory Authority for Energy, Networks and Environment (Autorità di Regolazione per Energia Reti e Ambiente, ARERA). The Network Code regulates the non-discriminatory conditions, including tariffs, applicable to all distribution users.
Commercial and other transactions
Commercial and other transactions are analysed below:

| As of 31 December 2024 |  | For the year ended 31 December 2024
|  |  |  | Costs (a) |  | Revenues (b)
(€ thousands) | Receivables | Payables |  | Assets | Services | Other |  | Services | Other
Parent company |  |  |  |  |  |  |  |  |
- CDP Group | 0 | 95 |  | 1 | 100 | 195 |  | 0 | 0
| 0 | 95 |  | 1 | 100 | 195 |  | 0 | 0
Companies under joint control and associates |  |  |  |  |  |  |  |  |
- Umbria Distribuzione Gas | 2,972 | 30 |  | 0 | (31) | 0 |  | 839 | 86
- Metano Sant'Angelo Lodigiano | 474 | 2 |  | 0 | (8) | 0 |  | 340 | 106
- Gesam Reti | 81 | 0 |  | 0 | 0 | 0 |  | 78 | 6
- Enerpaper | 45 | 290 |  | 0 | 403 | 0 |  | 0 | 0
- Energie Rete Gas | 2,007 | 10,835 |  | 92 | 7,876 | 1,579 |  | 1,322 | 367

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| 5,579 | 11,157 |  | 92 | 8,240 | 1,579 |  | 2,579 | 565
Companies owned or controlled by the State |  |  |  |  |  |  |  |  |
- Eni Group | 177,500 | 40,716 |  | 4,468 | 704 | 2,402 |  | 570,429 | 3,723
- Snam Group | 413 | 376 |  | 0 | 156 | 167 |  | 240 | 111
- Enel Group | 49,177 | 11,625 |  | (3) | 150 | 1,342 |  | 167,987 | 2,928
- GSE Gestore Servizi Group | 1,073 | (678) |  | 0 | 60 | 80,466 |  | 2,823 | (1,372)
- Other | 1,090 | 1,596 |  | 12 | 503 | 1,236 |  | 246 | 880
| 229,253 | 53,635 |  | 4,477 | 1,573 | 85,613 |  | 741,725 | 6,270
Other related parties |  |  |  |  |  |  |  |  |
- Other | 0 | 616 |  | 2,052 | 285 | 2 |  | 0 | 0
| 0 | 616 |  | 2,052 | 285 | 2 |  | 0 | 0
Total | 234,832 | 65,503 |  | 6,622 | 10,198 | 87,389 |  | 744,304 | 6,835
(a) Include costs for goods and services for investment.
(b) Gross of the regulation components having contra entry in costs.
| As of 31 December 2025 |  | For the year ended 31 December 2025
|  |  |  | Costs (a) |  | Revenues (b)
(€ thousands) | Receivables | Payables |  | Assets | Services | Other |  | Services | Other
Parent company |  |  |  |  |  |  |  |  |
- CDP Group | 0 | 172 |  | 0 | 82 | 4 |  | 0 | 0
| 0 | 172 |  | 0 | 82 | 4 |  | 0 | 0
Companies under joint control and associates |  |  |  |  |  |  |  |  |
- Umbria Distribuzione Gas | 2,087 | (69) |  | 0 | 0 | 0 |  | 612 | 75
- Metano Sant'Angelo Lodigiano | 708 | 22 |  | 0 | 0 | 0 |  | 525 | 123
- Gesam Reti | 156 | 0 |  | 0 | 0 | 0 |  | 75 | 31
- Energie Rete Gas | 3,256 | 11,430 |  | 167 | 8,250 | 1,997 |  | 1,806 | 222
- Siciliacque S.p.A. | 3,171 | 8,385 |  | 0 | 42 | 0 |  | 1,511 | 848
- Acqualatina | 1,885 | 106 |  | 0 | 47 | 0 |  | 611 | 591
- IG Servizi Energetici | 41 | 258 |  | 0 | 231 | 0 |  | 18 | 1
| 11,304 | 20,132 |  | 167 | 8,570 | 1,997 | 0 | 5,158 | 1,891
Companies owned or controlled by the State |  |  |  |  |  |  |  |  |
- Eni Group | 217,654 | 48,884 |  | 6,303 | 577 | 5,087 |  | 659,763 | 4,099
- Snam Group | 420 | 209 |  | 0 | 183 | 44 |  | 240 | 103
- Enel Group | 139,583 | 23,651 |  | 313 | 3,004 | 1,405 |  | 320,357 | 3,022
- GSE Gestore Servizi Group | 2,368 | (559) |  | 0 | 35 | 96,182 |  | 4,312 | (21)
- Poste italiane Group | 2,443 | 404 |  | 0 | 944 | 0 |  | 18,640 | 53
- Other | 1,149 | 2,905 |  | 4 | 274 | 2,522 |  | 318 | 395
| 363,617 | 75,494 |  | 6,620 | 5,017 | 105,240 |  | 1,003,630 | 7,651
Other related parties |  |  |  |  |  |  |  |  |
- Other | 0 | 411 |  | 1,458 | 16 | 2 |  | 0 | 0
| 0 | 411 |  | 1,458 | 16 | 2 |  | 0 | 0
Total | 374,921 | 96,209 |  | 8,245 | 13,685 | 107,243 |  | 1,008,788 | 9,542
(a) Include costs for goods and services for investment.
(b) Gross of the regulation components having contra entry in costs.

Parent company
Commercial relations with the CDP Group are essentially related to fees due to directors.
Companies under joint control and associates
With Umbria Distribuzione Gas S.p.A. and Metano Sant’Angelo Lodigiano S.p.A., the main receivable commercial transactions mainly refer to IT and staff services.
With Enerpaper S.r.l., the payable commercial transactions related to FY 2024 refer to activities related to Superbonus construction sites managed by the Group.
With Energie Rete Gas S.r.l., the main receivable commercial transactions refer to technical services on the gas network and sale of cryogenic LNG tanks; the main payable transactions refer to services associated with the transport of natural gas by road.
Companies owned or controlled by the State
The main receivable commercial transactions predominantly refer to:
- the distribution of natural gas to the Eni Group, Enel Group and Poste Italiane Group;
- IT services and chargebacks of gas supply truck costs related to the Snam Group;
- energy efficiency certificates and net metering/dedicated collection of energy efficiency produced by photovoltaic plants in relation to the GSE Gestore Servizi Group.
The main payable commercial transactions refer to:
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- the supply of electricity and methane gas for internal consumption by the Eni Group;
- rental expenses and additional charges to lease contracts with the Snam Group;
- acquisition of energy efficiency certificates in relation to the GSE Gestore Servizi Group;
- the provision of postal services in relation to the Poste Italiane Group.
Financial transactions
Financial transactions can be broken down as follows:

| As of 31 December 2024 |  | For the year ended 31 December 2024
(€ thousands) | Receivables | Payables |  | Income | Expense
Parent company |  |  |  |  |
- CDP Group | 1,570 | 143,944 |  | 0 | 1,171
| 1,570 | 143,944 |  | 0 | 1,171
Companies under joint control and associates |  |  |  |  |
- Energie Rete gas | 2,125 | 0 |  | 0 | 0
- Umbria Distribuzione Gas | 0 | 0 |  | 253 | 0
| 2,125 | 0 |  | 253 | 0
State-owned or controlled enterprises |  |  |  |  |
- Snam Group | 0 | 1,466 |  | 0 | 0
- Other | 0 | 736 |  | 0 | 0
| 0 | 2,202 |  | 0 | 0
Total | 3,695 | 146,146 |  | 253 | 1,171
| As of 31 December 2025 |  | For the year ended 31 December 2025
(€ thousands) | Receivables | Payables |  | Income | Expense
Parent company |  |  |  |  |
- CDP Group | 2,426 | 143,591 |  | 0 | 4,619
| 2,426 | 143,591 |  | 0 | 4,619
Companies under joint control and associates |  |  |  |  |
- Energie Rete gas | 2,125 | 0 |  | 0 | 0
- Umbria Distribuzione Gas | 0 | 0 |  | 291 | 0
- Siciliacque S.p.A. | 19,592 | 0 |  | 1,217 | 0
- Acqualatina | 0 | 0 |  | 0 | 0
- IG Servizi Energetici | 1,931 | 0 |  | 41 | 0
| 23,648 | 0 |  | 1,549 | 0
State-owned or controlled enterprises |  |  |  |  |
- Snam Group | 0 | 1,466 |  | 0 | 0
- Mediobanca – Banca di Credito Finanziario | 0 | 124,876 |  | 0 | 858
- Other | 0 | 736 |  | 0 | 0
| 0 | 127,078 |  | 0 | 858
Total | 26,074 | 270,669 |  | 1,549 | 5,477

Parent company
The main financial transactions with Energie Rete Gas and Siciliacque relate to a shareholder loan agreement.
Companies under joint control and associates
The main financial transactions with Energie Rete Gas relate to a shareholder loan agreement.
The financial transactions conducted with Umbria Distribuzione Gas are related to the chargeback of interest in arrears.
Companies owned or controlled by the State
The main financial transactions conducted with the Eni Group and the Snam Group relate to IFRS16 debt for real estate operating leases .
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Transactions with Directors, Statutory Auditors and key managers, with reference in particular to their remuneration, are described in the note “Operating costs”, to which reference is made.
Impact of related-party transactions or positions on the statement of financial position, income statement and statement of cash flows
The impact of related-party transactions or positions on the Statement of Financial Position is summarised in the following table:

| As of 31 December 2024 |  | As of 31 December 2025
(€ thousands) | Total | Related entities | Incidence % |  | Total | Related entities | Incidence %
Statement of financial position |  |  |  |  |  |  |
Current financial assets | 3,592 | 2,125 | 59.16% |  | 4,004 | 2,890 | 72.18%
Trade and other receivables | 905,092 | 234,138 | 25.87% |  | 1,407,264 | 372,435 | 26.47%
Other current financial assets | 5,878 | 0 | 0.00% |  | 4,547 | 0 | 0.00%
Other current non-financial assets | 232,559 | 288 | 0.12% |  | 284,674 | 1,961 | 0.69%
Non-current financial assets | 339,747 | 1,570 | 0.46% |  | 349,295 | 23,185 | 6.64%
Other non-current financial assets | 10,982 | 0 | 0.00% |  | 8,730 | 0 | 0.00%
Other non-current non-financial assets | 619,322 | 406 | 0.07% |  | 546,613 | 524 | 0.10%
Current financial liabilities | 980,569 | 4,580 | 0.47% |  | 975,322 | 4,227 | 0.43%
Trade and other payables | 1,184,609 | 64,410 | 5.44% |  | 1,775,822 | 86,625 | 4.88%
Other current non-financial liabilities | 14,063 | 1,093 | 7.77% |  | 45,653 | 9,585 | 21.00%
Non-current financial liabilities | 6,205,299 | 141,566 | 2.28% |  | 10,440,320 | 266,442 | 2.55%
Other non-current non-financial liabilities | 566,985 | 0 | 0.00% |  | 1,227,209 | 0 | 0.00%

The impact of related-party transactions on the income statement is summarised in the following table:

| For the year ended 31 December 2024 |  | For the year ended 31 December 2025
(€ thousands) | Total | Related entities | Incidence % |  | Total | Related entities | Incidence %
Income Statement |  |  |  |  |  |  |
Revenues | 2,478,644 | 744,304 | 30.03% |  | 3,508,303 | 1,008,788 | 28.75%
Other income | 60,792 | 6,835 | 11.24% |  | 80,846 | 9,542 | 11.80%
Purchase costs for raw materials, consumables, supplies and goods | 168,459 | 6,622 | 3.93% |  | 190,307 | 8,246 | 4.33%
Costs for services | 604,545 | 10,198 | 1.69% |  | 860,849 | 13,686 | 1.59%
Lease expenses | 102,496 | 1,235 | 1.20% |  | 153,106 | 2,700 | 1.76%
Personnel costs | 285,133 | 0 | 0.00% |  | 401,081 | 0 | 0.00%
Other operating expenses | 60,921 | 86,154 | 141.42% |  | 76,963 | 104,544 | 135.84%
Financial expense | 149,566 | 1,171 | 0.78% |  | 257,309 | 5,477 | 2.13%
Financial income | 28,521 | 253 | 0.89% |  | 21,424 | 1,549 | 7.23%

Related-party transactions are generally carried out at arm’s length, i.e. at the conditions that would be applied between two independent parties.
The principal cash flows with related parties are shown in the following table:

(€ thousands) | For the year ended 31 December 2024 | For the year ended 31 December 2025
Revenues and income | 751,139 | 1,018,330
Costs and charges | 104,209 | 129,176
Change in current financial assets | 2 | (765)
Change in trade and other current receivables | (50,024) | (138,297)
Change in non-current financial assets | 2,085 | (21,615)
Change in other assets | (405) | (1,791)
Change in trade and other payables | (1,365) | 22,215
Change in other current liabilities | 871 | 8,492
Interest collected (paid) | (918) | (3,928)
Net cash flow from operating activities | 805.594 | 1,011,817

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Net cash flow from investment activities | 0 | 0
Dividends distributed to minority shareholders | (112,681) | (130,049)
Increase (decrease) in financial debt | 143,944 | 124,523
Net cash flow from financing activities | 31,263 | (5.526)
Total cash flows to related entities | 836.857 | 1,006,291

The incidence of cash flows with related parties are shown in the following table:

| For the year ended 31 December 2024 |  | For the year ended 31 December 2025
(€ thousands) | Total | Related entities | Incidence % |  | Total | Related entities | Incidence %
Cash flow / (used in) operating activities | 1,098,715 | 805.594 | 73.32% |  | 1,625,030 | 1,011,817 | 62.26%
Cash flow used in investment activities | (809,134) | 0 | 0.00% |  | (3,168,996) | - | 0.00%
Cash flow / (used in) financing activities | (136,882) | 31,263.000 | (22.84)% |  | 1,673,238 | (5.526) | (0.33)%

37) Significant non-recurring events and transactions
Pursuant to Consob Communication DEM/6064293 of 28 July 2006, it should be stated that no significant non- recurring events or transactions took place during the course of the year.
38) Positions or transactions arising from atypical and/or unusual transactions
Pursuant to Consob Communication DEM/6064293 of 28 July 2006, it should be stated that no atypical and/or unusual positions or transactions took place during the course of the year.
39) Significant events after year end
The significant transactions carried out after 31 December 2025 are summarised below. The Integrated Annual Report has been submitted to the examination of the Company’s Board of Directors and its publication was authorised within the terms and in accordance with the procedure prescribed by law. Therefore, this document does not note any events that occurred subsequent to that date.
Extraordinary transactions and area tenders
To fulfil the commitments required by the Antitrust Authority in relation to the acquisition of 2i Rete Gas, in January 2026 Italgas Reti incorporated and registered with the Companies’ Register six new companies, each with share capital of 10,000 euro fully subscribed and paid up: Azienda Gas Valle del Sacco S.r.l., BS Reti Gas S.r.l., Infrastrutture Reti Gas SPV 1 S.r.l., Infrastrutture Reti Gas SPV 2 S.r.l., Infrastrutture Reti Gas SPV 3 S.r.l. and Reti Padova S.r.l..
On 15 January 2026, a new plant came into operation in Porto Tolle (RO), connecting the biomethane produced by Azienda Agricola Canella Giancarlo to the Italgas network. The project, carried out within the ARERA regulatory framework, also includes 100 metres of new network. Italgas highlights the strategic role of biomethane and plans to connect a further 50 plants by mid-2026.
Legal and Regulatory Framework
By order published on 27 January 2026, the Regional Administrative Court of Friuli Venezia Giulia rejected Italgas Reti’s application for interim relief seeking suspension of the tender for the concession of the gas distribution service in the Pordenone area. The Court found that the risks alleged by the Company were unfounded and ruled out the existence of serious and irreparable harm, as the proceedings will allow a decision on the merits before the deadline for the submission of bids (3 June 2026). The public hearing to examine the appeal is scheduled for 10 March 2026.
With Resolution no. 9/2026/R/gas, the Authority approved the amounts to cover the additional costs arising from the extension of obligations to verify metering instruments incurred in 2018 and 2019 by distribution companies that submitted separate annual accounts under the ordinary accounting unbundling regime. The Resolution also provides that the Energy and Environmental Services Fund (CSEA) shall proceed with the settlement of the amounts recognised on a final basis to distribution companies, as an adjustment to the revenue cap set to cover metering service costs.
With ruling published on 29 January 2026, the Council of State rejected the appeal of Italgas Reti against the award of the tender for gas distribution in the Catanzaro Crotone Area.
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Antitrust requirements
On 1 March 2026, the ATEMs of Bari 2, Barletta-Andria-Trani, Pisa and Teramo were transferred to a temporary consortium comprising Plures, Estra and Centria, covering approximately 120,000 active re-delivery points (PdRs). The remaining disposals will take place by the second quarter of 2026.
40) Publication of the financial statements
The financial statements were authorised for publication by the Board of Directors of Italgas at its meeting of 03 March 2026. The Board of Directors authorised the Chairperson and the Chief Executive Officer to make any changes which might be necessary or appropriate for finalising the form of the document.
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Certification of the consolidated financial statements pursuant to Article 154- bis, paragraph 5 of Legislative Decree 58/1998 (Consolidated Finance Act)
1. Pursuant to article 154-bis, paragraphs 3 and 4 of Legislative Decree no. 58 of 24 February 1998, the undersigned Paolo Gallo and Gianfranco Maria Amoroso, as Chief Executive Officer and Director in charge of preparing company accounting documents of Italgas S.p.A. respectively, certify:
• the adequacy, considering the Company’s characteristics, and
• the effective implementation
of the administrative and accounting procedures for the preparation of the consolidated financial statements during the course of 2025.
2. The administrative and accounting procedures for the preparation of the consolidated financial statements at 31 December 2025 were defined and their adequacy was assessed using the rules and methods in line with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission, which represents a benchmark framework for the internal control system generally accepted at international level.
3. It is also certified that:
3.1 The consolidated financial statements at 31 December 2025:
a) were prepared in accordance with the applicable international accounting standards recognised in the European Community pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
b) are consistent with the accounting books and records;
c) are able to provide a true and fair view of the financial position, results of operations and cash flows of the issuer and the consolidated companies.
3.2 The Directors’ Report includes a reliable analysis of the operating performance and results, as well as the position of the issuer and of all the companies included in the scope of consolidation, together with a description of the principal risks and uncertainties to which they are exposed.
3 March 2026
Chief Executive Officer Officer responsible for the preparation
of financial reports
Paolo Gallo Gianfranco Maria Amoroso
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