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
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 macroeconomic 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.
Corporate bodies
BOARD OF DIRECTORS (a)BOARD OF STATUTORY AUDITORS (a) Chairperson ChairpersonPaolo Ciocca Giulia Pusterla
Chief Executive Officer and General Manager Standing auditorsPaolo Gallo Maurizio di Marcotullio
Eliana Quintili
DirectorsCecilia 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
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.
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.
Contents of the Integrated Annual Report Directors' Report
Letter to Shareholders and Stakeholders Page 8
2025 Highlights Page 10
Methodological note - Integrated Annual Report 2025 Page 12
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Italgas profile
Corporate identity Page 15
External context, markets and Italgas stock Page 16
Ownership structure Page 20
SRI indexes and ratings Page 22
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Governance and risks
Governance Page 24
Risk Management Page 25
Internal control system Page 29
Ethics and compliance Page 31
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Operating performance
Main events Page 41
Key figures Page 45
Infrastructure Page 46
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Comment on the results and other information
Comment on the economic and financial results Page 47
Comment on the economic and financial results of Italgas S.p.A. Page 56
Non - GAAP Measures Page 59
Other information Page 66
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Operating segment operating performance
Gas distribution sector Page 69
Water Service Sector Page 78
Energy efficiency sector Page 81
Business Outlook Page 82
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Consolidated Sustainability Statement
General information Page 83
Environmental information Page 105
Social information Page 137
Governance information Page 166
Management Certification of the Consolidated Sustainability Statement Page 173 Independent Auditors' Report Page 174
Consolidated Financial StatementsFinancial statements Page 180
Notes to the Consolidated Financial Statements Page 186 Statements from Management and Consolidated Financial Statements Certification Page 255 Independent Auditors' Report Page 256
Annexes to the notes to the consolidated financial statementsCompanies and equity investments of Italgas S.p.A. as at 31 December 2025 Page 266
Directors' Report
Letter to Shareholders and Stakeholders2025 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 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 20241, for the satisfaction of our Shareholders.
PAOLO CIOCCA
Chairperson & Non-Executive Independent Director
PAOLO GALLO
Chief Executive Officer and General Manager
1The 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%.
2025 HighlightsConsolidated economic and financial highlights2 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 euro4, 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);
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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 highlights6
- 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.
2For 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.
3The consolidated economic and financial highlights and operational highlights reflect the effects of the consolidation of the 2i Rete Gas Group on 1 April 2025.
4Synergies 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.
5The 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%.
6Considering the affiliates over which Italgas does not exercise control.
Sustainability highlights7
- Market-based Scope 1 and 2 emissions: 114.7 103tCO2eq, -3.8% - Gas distribution, "like for like"8;
- Net energy consumption9: 355.0 TJ, -6.0% - Gas distribution, "like for like"10;
- Gas Leakage Rate11: 0.051%, compared to 0.069% - gas distribution, "like for like"12;
- Networks inspected annually for gas leaks into the atmosphere13: 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 management14;
- Combined accident index for employees and contractors15: 0.073;
- 50 average hours of training per capita provided16, +11% compared to 2024.
7Sustainability 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.
8Same scope as 2024. Also considering the contributions of the water service business and the former scope of 2i Rete Gas (151.1 103tCO2eq), total Group emissions in 2025 were 265.8 103tCO2eq.
9This refers to total energy consumption, from which any self-produced electricity consumption is subtracted.
10Same 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.
11Calculated as the ratio between fugitive emissions of natural gas and volumes of gas distributed.
12Like for like 2024, only Italy.
13Value 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.
14The definition of Top Management includes the levels -1 and -2 reporting to the Chief Executive Officer.
15Measured 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.
16The 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.
Methodological note - Integrated Annual Report 2025 Objectives of the documentThe 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 standardsIn 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).
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 scopeAs 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 StatementThe 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 control17, namely the companies Siciliacque and Acqualatina, the document includes information on market-based Scope 1 and Scope 2 (as required by the CSRD) GHG18emissions and the Group targets related to consumption, market-based Scope 1 and Scope 2 GHG emissions.
Reporting processPreparation 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.
17In 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.
18Greenhouse Gas, hereinafter GHG.
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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Italgas profile
Corporate identity
The Italgas Group is the leading operator in natural gas distribution in Italy and Greece. At the end of 2025, through its companies19, 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 longstanding 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 businessThe 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.
19It includes the Parent Company, direct and indirect subsidiaries, associated companies and joint ventures.
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.
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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.
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 trendsIn 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 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 shareDuring 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 reinvestment20). 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.
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
20As calculated by Bloomberg.
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.
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.
21As calculated by Bloomberg.
Comparison of the quotes Italgas, FTSE MIB and EURO STOXX Utilities (1 January 2025 - 31 December 2025, figures adjusted for dividends)
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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.
CDP Reti S.p.A (*) (**)
25.9
Snam S.p.A.
11.4
Lazard LLC
9.2
Blackrock Inc..
3.3
Italgas S.p.A. Banca D'Italia
1.3
Other institutional shareholders
39.6
Retail shareholders
9.2
CONSOLIDATING COMPANY SHAREHOLDERS % OWNERSHIP
.
(*) 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
SRI indexes and ratings22
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.
100 A A 5 A+ AAA
Neglegible ESG Risk
A
92
4,4
B
B+
AA A
Low ESG Risk
3,0
C+
40
High ESG Risk
DJSI CDP Climate CDP Water FTSE4Good ISS MSCI Sustainalytics Maximum score Italgas Sector AverageAmong 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.
22Socially Responsible Investing (SRI).
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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Governance and risks
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 system23, 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' Agreement, entered into by CDP S.p.A., State Grid Europe Limited and State Grid International Development
23In applying the so-called traditional system of administration and control, the one-tier system and the two-tier system do not apply.
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/.
-
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.
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 risk24: 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
Strategic/business-related
Risks associated with the development and awarding of area tenders for the gas distribution service
Worsening of the geopolitical context
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.
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.
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
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
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
24Risk for which the potential effects for the company and/or sector refer to a medium to long-term time frame.
Category
Risk
Description
Main methods of management
Financial
Liquidity Risk
Risk that new financial resources may
- Countermeasures as described in the "Changes in Interest
not be available (funding liquidity risk) or
rate, inflation and deflation" risk
that the company may be unable to
- Adequate level of cash held in current accounts and fixed-
convert assets into cash on the market
term deposits with leading banks
(asset liquidity risk), meaning that it
- The EMTN programme, in addition to funding from the
cannot meet its payment commitments.
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
- Countermeasures as described in the "Changes in Interest
rating due to worsening in the economic
rate, inflation and deflation" risk
and financial parameters or due to a
- Constant dialogue with rating agencies
downgrade of the rating of the Italian
Republic.
Financial
Debt covenant and default risk
Risk of failure to comply with financial covenants for existing loans (in some
- Absence of financial covenants and/or collateral in the loan agreements (as at 31 December 2025, there were no loan
cases only when this is not remedied
agreements with these characteristics, except for the EIB
within a set time period), which could
loan taken out by Toscana Energia, for a nominal amount of
result in Italgas' failure to comply and
45 million euro, which requires compliance with certain
could trigger the early repayment of the
financial covenants).
related loan.
- 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
Risk of increased levels of
- Adoption of Nimbus, the new generation smart meter
smart meter
malfunctioning of remote-reading meters
- Maintenance of an adequate fund to cover malfunctions
performance
with lost/failed reading of the use and/or
- Issue of adequate guarantees by suppliers
requiring replacement or regeneration.
- 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
Operational
Service
Risks of malfunctioning and
- Third Party Liability Insurance and Asset Protection
continuity:
unforeseeable distribution service
coverage
malfunctioning,
disruptions from unintended events,
- Communication campaigns, training and meetings to raise
accidents or
such as accidents, breakdowns or
awareness
extraordinary events
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.
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
Category
Risk
Description
Main methods of management
- 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
Operational
Risks associated
Risks associated with the development
- Top Employers certification
with human
of human resources, including resources
- Italgas Academy, Training courses in partnerships with
resources
in key roles leaving, lack of technical
universities, Multimedia platform with training initiatives
and specialist know-how, increase in the
- Knowledge transfer system
age of company personnel, drop in the
- I-Grow Programme and Smart Rotation System
level of satisfaction and/or increase in
- Succession plan for senior roles
workplace disputes.
- UNI/PdR 125:2022 certification for gender equality
- Survey on climate extended to all Group employees
- Welfare system
Operational
Risks associated with the quality
Risk of non-compliance of the commercial levels of service for services
and level of
to sales companies and/or risk of
- Surveys at sales companies
service
delayed or partial compliance with the
- Mapping the existing concession obligations, monitoring
obligations assumed.
and activating for prompt interventions
- Constant dialogue with contracting parties
Operational
Supply chain
Risks associated with the availability and
- Planning of procurement, analysis and monitoring of
risks
cost of materials, services and supplies,
department KPIs
the operating capacity and scalability
- Economic-financial, reputational verifications and on-site
and the reputational and compliance
technical and ESG checks for the Qualification purposes
reliability (including respect for human
and ESG for Suppliers deemed Critical/Strategic
rights) of the suppliers and contractors
- "Supplier Code of Ethics"
of the Group.
- 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
Emerging risk whose potential effects for
- Presence of a dedicated department (Group Artificial
developments in commercially
the Company and/or the industry refer to a medium to long-term time horizon,
Intelligence Office) aimed at leading the transformation, coordinating the various stakeholders involved in the
available artificial
associated with the evolution of AI
deployment, overseeing the implementation and
intelligence
models (Machine Learning and
coordinating the digital transformation of the Group's
solutions
Generative Artificial Intelligence)
activities
commercially available, whose time-to-
- Model training during the development phase and
market and functionalities may be
periodically updated
unforeseeable, and with the adoption
- Testing during the development phase
and use by the Group.
- Monitoring of model performance level in terms of accuracy
and reliability
Legal and non-
Risk of non-
Risk of non-compliance with legislation
- Internal control and risk management system and areas of
compliance
compliance and
at European, national, regional and local
responsibility defined in terms of compliance
legislative
level with which Italgas must comply in
- Code of Ethics, Model 231, Policy for the prevention of and
changes
relation to the activities that it carries out
fight against corruption, ISO 37001 anti-bribery certification
and/or risk of failure to intercept and
- ISO 37301 compliance system certification
transpose new regulations falling under
- Training for personnel on compliance issues
the scope of application
- Analysis and monitoring of the reputational requirements of
the Group's counterparties
- "Supplier Code of Ethics"
Legal and non-
Difficulty of the
Emerging risk whose potential effects for
- ESG reporting is a mandatory requirement in the Group's
compliance
supply chain in
the Company and/or the industry refer to
supplier qualification process
complying with
a medium-term time horizon, associated
- Assessment and development plans for strategic suppliers
future ESG
with the worsening of ESG performance
- Periodic monitoring of suppliers with a focus on ESG
regulatory
in the supply chain, due to the potential
- Training and awareness programmes for suppliers on ESG
standards
difficulty for the Group's suppliers to
topics
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).
Continuous monitoring of Key Performance Indicators
Software for digital oversight of the investment process
- Internal control system
In order to ensure the correctness25, accuracy26, reliability27 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 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 systemThe 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
25Reporting reliability: reporting that is correct, complies with generally accepted accounting standards and fulfils the requirements of the applicable laws and regulations.
26Disclosure accuracy: error-free information.
27Reporting reliability: reporting that is clear and complete that would enable investors to make conscious investment decisions.
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: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.
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Italgas S.p.A. published this content on March 20, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 20, 2026 at 20:11 UTC.
