Italgas S p A : 2022 Integrated Annual Report – format

This document has not been prepared in accordance with the ESEF format required by the Delegated Regulation of the European Commission 2019/815 and therefore represents an unofficial version of the Integrated Annual Report 2022.

The official ESEF document is published and filed according to the provisions of the law.

Integrated Annual Report

2022

INCLUDING THE CONSOLIDATED NON-FINANCIAL STATEMENT PURSUANT TO LEGISLATIVE

DECREE 254/2016

VALUES, MISSION AND PURPOSE

Vision:

To be a leading figure in the world of energy, 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 effects of the pandemic, 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)
Chairwoman	Chairwoman
Benedetta Navarra	Giulia Pusterla
Chief Executive Officer and General Manager	Standing auditors
Paolo Gallo	Maurizio di Marcotullio
Directors	Paola Maria Maiorana
Alternate auditors
Claudio De Marco
Fabiola Mascardi	Stefano Fiorini
Gianmarco Montanari	Barbara Cavalieri
Lorenzo Parola
Manuela Sabbatini
Maria Sferruzza
Qinjing Shen
CONTROL AND RISKS AND RELATED-PARTY
TRANSACTIONS COMMITTEE (b)	APPOINTMENTS AND COMPENSATION COMMITTEE (c)
Gianmarco Montanari (Chairman)	Fabiola Mascardi (Chairwoman) (d)
Claudio De Marco	Claudio De Marco
Manuela Sabbatini	Manuela Sabbatini
	SUSTAINABLE VALUE CREATION COMMITTEE (e)
	Lorenzo Parola (Chairman) (f)
	Maria Sferruzza
	Qinjing Shen
	SUPERVISORY BODY (g)
	Antonio Gullo (Chairman)
	Romina Guglielmetti
	Francesco Profumo
INDEPENDENT AUDITING FIRM (h)
Deloitte & Touche S.p.A.

1. Appointed by the Shareholders' Meeting of 26 April 2022. 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 2024.
2. Committee established by the Board of Directors on 4 August 2016. Members appointed by the Board of Directors on 02 May 2022.
3. Committee established by the Board of Directors on 23 October 2017. Members appointed by the Board of Directors on 02 May 2022. On 22 February 2023, the Board of Directors appointed Fabiola Mascardi member and Chairwoman of the Appointments and Compensation Committee, an appointment previously held by Lorenzo Parola.
4. Appointment conferred by the Board of Directors on 22 February 2023.
5. Committee established by the Board of Directors on 04 August 2016. Members appointed by the Board of Directors on 02 May 2022. On 22 February 2023, the Board of Directors appointed Lorenzo Parola member and Chairman of the Sustainable Value Creation Committee, an appointment previously held by Fabiola Mascardi.
6. Appointment conferred by the Board of Directors on 22 February 2023.
7. The Supervisory Body was appointed by the Board of Directors on 25 July 2022. In office until the expiry of the term of the Board of Directors that appointed it, i.e. the date of the Shareholders' Meeting that will be called to approve the financial statements for the year ending 31 December 2024. 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.
8. 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 2022

NFS

The structure of the Italgas Group as at 31 December 2022 changed, compared to that in place as at 31 December 2021, due to:

• the incorporation on 15 April 2022 of Immogas S.r.l. (a 100%-owned subsidiary of Toscana Energia S.p.A.) as a result of the non-proportional and asymmetrical partial demerger of Valdarno S.r.l;
• the deconsolidation of Gaxa S.p.A. following the sale of a majority stake to Edison Energia S.p.A. (completed on 4 May 2022);
• the merger by incorporation of Fratelli Ceresa S.p.A. into Geoside S.p.A. (formerly Seaside S.p.A.), whose agreement was signed on 20 July 2022, with accounting and tax effects as at 1 January 2022;
• the acquisition, completed on 1 September 2022 through Italgas Newco S.p.A., of the entire share capital of DEPA Infrastructure Single Member S.A. (DEPA Infrastructure), company which fully controls Thessaloniki - Thessalia Gas Distribution S.A. (EDA Thess), Attiki Natural Gas Distribution Single Member Company S.A. (EDA Attikis) and Public Gas Distribution Networks Single Member S.A. (DEDA);
• the sale of 10% of the share capital of Italgas Newco S.p.A., sole shareholder of DEPA Infrastructure, to Phaeton Holdings Single Member S.A., a financial company of the Greek industrial group Copelouzos;
• Medea's acquisition of the entire share capital of Janagas S.r.l., the company that holds the concessions for the distribution and sale of LPG in 12 Municipalities in Sardinia, on 13 December 2022;
• Medea S.p.A.'s subscription of 49% of the share capital of Energie Rete Gas S.r.l., a company active in gas transmission through a network of regional methane pipelines, which took place on 21 December 2022 through the transfer of Medea's gas transmission business to Energie Rete Gas S.r.l.

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