Italgas S p A : Minutes of the Board of Directors meetings – 15 September 2021

Index No. 12149

Folder No. 6516

Minutes of the Board of Directors

REPUBLIC OF ITALY

In the year 2021 (twenty twenty-one), on the 15 (fifteenth) day

of the month of September at 4.00 p.m.

In Milan, Via Carlo Bo 11.

Before me, Andrea De Costa, a member of the Board of Notaries of Milan, appears Mr:

• Dell'Acqua Alberto, born in Milan on 16 September 1976, domiciled for the purpose of his office in Milan, Via Carlo Bo 11, whose personal identity I, as Notary, am certain of, who in his capacity as Chairman of the Board of Directors and, as such, in the interests of the joint stock company named:

"Italgas S.p.A."

with registered offices at Via Carlo Bo no. 11, Milan, share capital 1,002,016,254.92 euros, fully paid in, tax code and Business Register of the Chamber of Commerce of Milan-Monza-Brianza-Lodi no. 09540420966, registered in the Economic and Administrative Register of Milan under no. 2097057 (hereinafter "Italgas" or the "Company"),

asked me to record, as regards the sixth item on the agenda for the meeting of the Board of Directors convened on this day and in this place to discuss and resolve on the following:

agenda

(omissis)

Bond Issues (EMTN Programme). Necessary and consequent resolutions

(omissis).

I am complying with the request made to me and I record that the Board meeting (having already debated the aforementioned Agenda items, which are the subject of separate Minutes) was held, with regards to the debate on the sixth item on the agenda, proceeded as follows.

Pursuant to the Company Bylaws, the Appearing Party took the chair, in his aforesaid capacity, and once again noted and acknowledged that:

• the meeting had been called with a notice sent on 10 September 2021, through publication in the "Secure Area" to all entitled parties pursuant to article 15 of the Company Bylaws;
• in addition to the appearing party, the following Directors were present:
  Mr GALLO, Mr MAGLIANO, Ms VECCHI, Mr MASCETTI, Ms STEFINI, Mr

DAINELLI, Mr HE and Ms PETRONE

as well as the statutory auditors Ms PACE, Mr DI MARCOTULLIO and Ms CEDERNA.

The Chairmanthen again declared that the meeting was properly constituted and entitled to resolve on the sixth item on the agenda.

The Chairmanmoved on to debate the above and reminded those present that Art. 2410 of the Italian Civil Code grants to the administrative body - unless otherwise provided for in the Company Bylaws - power to issue non-convertible bonds. Furthermore, art. 2412 of the Italian Civil Code: (i) provides that bonds may be issued for a total sum that does not exceed double the share capital, legal reserve and available reserves as stated in the last financial statements approved; (ii) acknowledges that this limit may be exceeded if the bonds issued in excess are intended for subscription by professional investors subject to prudential supervision under special laws and (iii) subsection 5 of art. 2412 of the Italian Civil Code provides that these limits do not apply to the issue of bonds destined to be listed on regulated markets or in multilateral trading systems, or of bonds that give an entitlement to purchase or subscribe shares.

The Chairmantherefore firstly reported that the authorization for the issue of non-convertible bonds (EMTN Programme or, hereinafter, only Programme), resolved by the Board of Directors of the Company on 18 October 2016 (as set out in the minutes of the same date reg. no. 13365/7015 of Notary Carlo Marchetti index, registered at the Milan 1 Revenue Agency on 3 November 2016, no. 36790, series 1T), and subsequently renewed on 23 October 2017, 5 November 2018, 23 September 2019 and 05 October 2020, of the maximum total nominal amount of 6,500 million euros, will end on 20 October 2021.

The Chairmanpointed out that under this EMTN Programme non- convertible bonds for total of nominal 4,593.633 million euros had been issued and were currently in circulation, all listed on the Luxembourg Stock Exchange, with the following characteristics:

1. 112,307 million euros at a fixed rate, annual coupon of 0.500%, issue date 19 January 2017 and maturity date 19 January 2022, remaining following the buy back for a total nominal amount of 481,640 million euros on 11 December 2019 and the buy back for a total nominal amount of 156,053 million euros on 16 February 2021 drawn from the original nominal figure of 750 million euros;
2. 750 million euros at a fixed rate, annual coupon of

1.625%, issue date 19 January 2017 and maturity date 19 January 2027;

1. 381,326 million euros at a fixed rate, annual coupon of 1.125%, issue date 14 March 2017 and maturity date 14 March 2024, remaining following the buy back for a total nominal amount of 169,055 million euros on 11 December 2019 and the buy back for a total nominal amount of 99,619 million euros on 16 February 2021 drawn from the original nominal figure of 650 million euros;
2. 500 million euros at a fixed rate, annual coupon of 1.625%, issue date 18 September 2017 and maturity date 18 January 2029;
3. 250 million euros at a fixed rate, annual coupon of 1.625%, issue date 30 January 2018 and maturity date 18 January 2029 (so-called "reopening" of the bond issue referred to in point (iv) above);
4. 600 million euros at a fixed rate, annual coupon of 0.875%, issue date 24 July 2019 and maturity date 24 April 2030;
5. 500 million euros at a fixed rate, annual coupon of 1.000%, issue date 11 December 2019 and maturity date 11 December 2031;
6. 500 million euros at a fixed rate, annual coupon of 0.250%, issue date 24 June 2020 and maturity date 24 June 2025;
7. 500 million euros at a fixed rate, annual coupon of 0%, issue date 16 February 2021 and maturity date 16 February 2028;
8. 500 million euros at a fixed rate, annual coupon of 0.5%, issue date 16 February 2021 and maturity date 16 February 2033.
   In order to address the Company's potential funding needs through the issue of bonds, the Chairmanoutlined the proposal to renew the EMTN Programme, confirming the maximum amount mentioned above of a nominal amount of 6,500 million euros, and to authorise the issue of one or more bonds intended for subscription exclusively by professional investors subject to prudential supervision under special laws in accordance with the terms and arrangements of the Programme, it being understood that, if the bonds are not destined to be listed in one or more regulated markets, subsection two of art. 2412 of the Italian Civil Code shall apply.
   In light of the foregoing, the Chairmantherefore proposed the authorisation of the renewal of the EMTN Programme for the reasons stated above and, therefore, to authorise the issue of

one or more non-convertible bonds, each to be issued in one or more tranches starting from the date on which the documentation is signed and within the period of one year from that date, for a maximum comprehensive countervalue of the EMTN Programme of a nominal figure of 6,500 million euros, and therefore as of today, after the issues and buy backs carried out, for a maximum residual amount of nominal 1,906.367 million euros, which will be increased by the amount corresponding to any bonds reimbursed each time in the period indicated above.

All the bonds will be placed with professional investors subject to prudential supervision under special laws, in accordance with the terms and arrangements of the EMTN Programme, it being understood that, if the bonds are not destined to be listed in one or more regulated markets, subsection two of art. 2412 of the Italian Civil Code shall apply.

The bonds will be regulated by English law and could be, but do not necessarily have to be, listed on one or more regulated markets, in particular on the Luxembourg Stock Exchange, and likewise "private placements" may be carried out where deemed convenient.

The Chairmantherefore summarised the characteristics of the operation:

• articulation: also in several operations, each divisible also into more tranches;
• subscribers: professional investors subject to prudential supervision under special laws in accordance with the terms and arrangements of the Programme;
• duration: the duration of the single issues and tranches will be based on the market conditions in force at the time of issue and in any event no longer than 50 years, including the right of early redemption;
• issue currency: euros or other currency;
• units: a minimum of 100,000.00 euros, corresponding to the nominal value (or equivalent if in another currency);
• issue price: the issue price, which may be different for each single emission or tranche, will be set according to the overall yield offered to subscribers at the market conditions in force at the time of the issues and in any event no less than 90% and no more than 110% of the nominal value of the bonds;
• interest rate: the interest rate, which may be different for each of the individual issues or tranches, must be fixed (Fixed Rate Notes), not exceeding 4.5%, or variable (Floating

Rate Notes), not exceeding the reference rate (as defined in the Program, by way of example only, among other things, the EURIBOR) increased by a margin aligned with the market conditions at the time of the issues, without prejudice, however, to a maximum margin - where applicable - of 2.5%, or Sustainability-Linked Notes, which may be issued at a fixed or variable rate with a possible increase of 0.25% in the event that the sustainability objectives stated in the Sustainability-Linked Bond Framework are not respected, selected for issue and indicated in the corresponding final conditions;

• applicable law: English law;
• listing: the bonds may, but must not necessarily, be listed on one or more regulated markets;
• redemption: in a single solution upon maturity or in several tranches of equal amounts, without prejudice to the issuer's right to proceed to early redemption with notice; all according to the terms and conditions contained in the bond itself;
• placement commissions: no more than 1% of the nominal value of the issues and in any event aligned with the market conditions in force at the time.
  In reiterating that the final term for the issue of the bonds is one year from the signing date of the documents, the Chairmanpointed out how upon maturity the EMTN Programme may be renewed, and in that case, the subsequent appropriate resolutions would again be submitted to the Board.
  The Chairmanrecalled that there are no impediments for the issue of the non-convertible bond to which the day's proposal referred in the terms and limits set out above.
  The Chairmanof the Board of Statutory Auditors interjected and, on behalf of the whole Board of Statutory Auditors and pursuant to article 2412, subsection one, of the Italian Civil Code, attested that the proposed bond issue respects the limits set out in article 2412 of the Italian Civil Code, as the bonds will be placed with professional investors subject to prudential supervision under special laws in accordance with the terms and arrangements of the EMTN Programme, and, if the bonds are not destined to be listed in one or more regulated markets, subsection two of art. 2412 of the Italian Civil Code shall apply.
  Therefore, the Board of Directors:
• having noted the law on the subject of the issuance of bonds set out in articles 2410 and 2412 of the Italian Civil Code; -having noted the bonds currently in existence;