Consolidated interim financial statements as at 30 June 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 consolidated interim financial statements contains forward-looking statements, specifically in the "Business Outlook" section, relating to: investment plans, financial structure evolution, future operating performance and project execution. The forwardlooking 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 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, as well as 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.

Interim Directors' Report
	Corporate bodies	Page 4
	Group structure as at 30 June 2025	Page 5
	Summary figures and information	Page 6
	Italgas and the financial markets	Page 11
	Operating performance	Page 14
	Sustainability and value creation	Page 15
	Comment on the economic and financial results	Page 17
	Complementary information	Page 27
	Operating segment operating performance	Page 30
	Risk management	Page 43
	Business Outlook	Page 48
Condensed consolidated interim financial statements
	Financial statements	Page 50
	Notes to the Condensed Consolidated Interim Financial Statements	Page 56
Management representations		Page 98
Report of the Independent Auditors
Annexes		Page 101

Corporate bodies

Chairperson Chairperson

Chief Executive Officer and General Manager Standing auditors Paolo Gallo Maurizio di Marcotullio

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-

Gianmarco Montanari (Chairperson) Fabio Barchiesi Costanza Bianchini Erika Furlani Erika Furlani

BOARD OF DIRECTORS(a) BOARD OF STATUTORY AUDITORS(a)

Paolo Ciocca Giulia Pusterla

Eliana Quintili

APPOINTMENTS AND COMPENSATION COMMITTEE (c)

PARTY TRANSACTIONS COMMITTEE (b) Cecilia Andreoli (Chairperson)

SUSTAINABLE VALUE CREATION COMMITTEE (b)

Alessandra Faella (Chairperson) Costanza Bianchini Qinjing Shen

SUPERVISORY BODY (d)

Antonio Gullo (Chairperson) Romina Guglielmetti Francesco Profumo

INDEPENDENT AUDITING FIRM (e)

Deloitte & Touche S.p.A

(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. embers appointed by the Board of Directors on 27 June 2025.

(d) The Supervisory Body was appointed by the Board of Directors on 25 July 2022, with its term of office lasting 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 2024. The new Board of Directors has not appointed a new Supervisory Body; therefore, in accordance with the Organisation, Management and Control Model pursuant to Legislative Decree 231/2001, the current Body continues to carry out its functions on an interim basis until a resolution is adopted by the Board of Directors on the matter.

(e) Engagement assigned by the Shareholders' Meeting of 12 May 2020 for the period 2020 - 2028.

Group structure as at 30 June 2025

The structure of the Italgas Group as at 30 June 2025 changed, compared to that in place as at 31 December 2024, due to:

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 the shares of 2i Rete Gas also took effect, through which Italgas reached 100% ownership of the company's shares;
the merger of Acqua into Nepta with accounting and tax effects from 1 January 2025.

Below is the updated graphical representation of the Group's companies, which reflects the merger by incorporation of 2i Rete Gas into Italgas Reti, effective from 1 July 2025.

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS - SUMMARY FIGURES AND INFORMATION

Summary figures and information

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.

With this transaction, the Italgas Group became the leading gas distribution operator in europe, with over 6,500 employees, 12.9 million customers served in Italy and Greece, more than 155 thousand kilometres of networks, and more than 13 billion cubic metres of gas distributed annually.

On 16 April 2025, the reverse stock split became effective, aimed at reducing administrative and management costs, 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 finalised.

Antitrust requirements

On 11 March 2025, the AGCM authorised the concentration transaction, subject to a series of divestiture and behavioural remedies. The disposals concern approximately 600 thousand re-delivery points across 35 ATEM areas and will take place through transparent, competitive and public procedures, open to eligible and qualified operators with adequate financial resources and the capacity to maintain and develop the activities, including for the purpose of participating in future ATEM tenders.
On 6 June 2025, Italgas published a notice for the disposal of de facto and de jure control over activities corresponding to at least 20% of the total re-delivery points in the following ATEM areas: Agrigento, Bari 2, Benevento, Brescia 5, Caltanissetta, Campobasso, Caserta 2, Catania 1, Frosinone 2, L'Aquila 2, Mantova 2, Massa Carrara, Matera, Messina 2, Napoli 2, Novara 2, Padova 2, Padova 3, Potenza 1, Potenza 2, Ragusa, Reggio di Calabria-Vibo Valentia, Roma 4, Roma 5, Salerno 1, Salerno 3, Teramo, Torino 6, Trapani, Varese 1, Viterbo. Italgas must also dispose of the de facto and de jure control of the operations held in the ATEMs of Barletta-Andria-Trani, Caserta 1, Cosenza 2, and Pisa, corresponding to at least the number of redelivery points acquired by Italgas S.p.A. from 2i Rete Gas S.p.A.

The disposals must include the concessions, the plants, the staff assigned to those plants, and all assets that contribute to their current management or are necessary to ensure their effective economic operation, profitability, and competitiveness. These disposals will be awarded in accordance with the provisions set out in the Measure, and in any case exclusively where the offers submitted at ATEM level are equal to or above a minimum price that has not been disclosed to the market.

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS - SUMMARY FIGURES AND INFORMATION

Capital structure optimisation transactions

As part of the financing of the acquisition of 2i Rete Gas, the Group:

issued, on 6 March, a dual-tranche note with 5- and 9-year maturities, maturing on 6 March 2030 and 2034 respectively, both at fixed rate and for an amount of 500 million euros each, with annual coupons of 2.875% and 3.500% respectively.
drew on the 1,000 million euros 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. This credit line was fully reimbursed on 20 June 2025.
On 2 June 2025, Italgas launched a 1.02 billion euros 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 euros per share. The funds obtained from the Rights Issue made it possible to fully reimburse the Bridge financing.

Other funding and capital transactions

In May and June, Italgas signed three floating-rate bank loans with leading credit institutions, for a total amount of 900 million euros and a duration of three years, intended for the reimbursement of a note that matured on 24 June and the refinancing of maturing bank facilities.
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 euros, 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 euros. The Ordinary Shareholders' Meeting of Italgas on the same date approved the Broad-Based Share Ownership Plan IGrant 2025–2027 and the Stock Grant Plan, while the Extraordinary Shareholders' Meeting approved the related capital increases to service the plans.

Legal and regulatory events

• 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. Under this Resolution, ARERA deferred the re-determination of reference tariffs for the gas distribution service for the years 2020, 2021, 2022, and 2023 to a subsequent measure, Resolution no. 98/2025/R/gas, approved on 18 March 2025. It also ruled that the increase in 2024 operating costs resulting from Resolution no. 87/2025/R/gas would be incorporated into the final 2024 tariffs.

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS - SUMMARY FIGURES AND INFORMATION

With Resolution no. 130/2025/R/com, the Authority adopted provisions for revising the criteria for revaluing capital costs for electricity and gas infrastructure services and defined the capital revaluation rates for the various services for 2024 and 2025.
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.
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.
Italgas Reti has appealed to the Council of State against the ruling by the Regional Administrative Court (TAR) of Lombardy, which rejected the appeal, supplemented by additional grounds, filed by Italgas Reti for the annulment of Resolution No. 269/2022/R/gas and related implementing resolutions concerning the regulation of the gas smart metering service. At present, the next hearing is scheduled for 7 October 2025.
By Judgement of 16 June 2025, the Regional Administrative Court (TAR) of Lombardy upheld the appeal filed by Italgas Reti for the annulment of Resolution no. 108/2024/R/gas, by which the Authority had imposed an administrative monetary penalty in the amount of 58 thousand euros on the company, having found a breach of the applicable regulations on the safety of natural gas distribution service, with specific reference to the operating procedures for the classification of localised leaks and the scheduled leak detection activities.

In the same ruling, however, the same Regional Administrative Court (TAR) also 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 euros, already recognised in the 2024 consolidated financial statements. In this context, the company reserves the right to undertake all assessments and further actions to protect its interests, including legal proceedings, by filing an appeal with the Council of State to seek reversal of the Lombardy Regional Administrative Court's judgement regarding the annulment of the bonuses.

Other events

On 7 February 2025, Italgas was confirmed for the third consecutive year by CDP (Carbon Disclosure Project) in the "Climate A list" which groups together the best players globally in terms of transparency and performance in combating climate change.
On 11 February 2025, Italgas was included for the sixth consecutive year in the S&P Global Sustainability Yearbook, S&P Global's annual publication that collects best practices, experiences and success stories of the world's leading companies on sustainability issues. Italgas also confirmed its leadership with inclusion in

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS - SUMMARY FIGURES AND INFORMATION

the "Top 1% S&P Global CSA Score", category, based on the results of the Corporate Sustainability Assessment (CSA) 2024.

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.
On 14 April 2025, Snam and CDP Reti signed a further amendment to the Italgas Shareholders' Agreement with reference to the methods of subscribing for Italgas shares in the event of any rights issue and/or capital increases. This amending agreement is available on the Italgas website in the "Shareholders' Agreements " section.

Key figures1

In order to allow for a better assessment of economic and financial performance, the Directors' Report includes the reclassified financial statements and certain alternative performance indicators, including EBITDA, operating result and net financial debt, in addition to the financial statements and conventional indicators laid out in IAS/IFRS. 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 30 June 2024	As of 30 June 2025
Number of shares of share capital		811,242,309	1,014,692,391
Closing price at the end of period	(€)	4.602	7.200
Average closing price in the period (a)	(€)	5.124	6.440
Average market capitalisation (b)	(€ millions)	4,156	5,300
Exact market capitalisation (c)	(€ millions)	3,733	7,306

(a) Not adjusted for dividends or the exercise of rights

(b) Average market capitalisation for the period

(c) The product of the number of shares outstanding (exact number) multiplied by the closing price at the end of the period.

Key financial figures

	First half of the year
(€ millions)	For the half-year ended 30 June 2024	For the half-year ended 30 June 2025
Total revenues and other income adjusted (*)	872.3	1,126.7
Adjusted EBITDA	671.2	857.5
Adjusted EBIT	401.8	558.0
Adjusted Profit before taxes	352.1	462.7
Adjusted net profit	255.1	333.2
Adjusted net profit attributable to the Group	241.5	316.6
Adjusted Earnings per share (**)	0.298	0.312

(*) Unlike the legal statement, the reclassified income statement requires the listing of Total revenues and Operating costs net of the impact of IFRIC 12 "Service Concession Arrangements" (424.3 and 311.2 million euros respectively in the first half of 2025 and 2024), connection contributions (13.3 and 9.4 million euros respectively in the first half of 2025 and 2024), reimbursements from third parties and other components (14.1 and 10.5 million euros respectively in the first half of 2025 and 2024).

(**) The indicator is calculated as a ratio between the net profit attributable to the Group and the total number of shares, which is 1,014,692,391 at 30 June 2025 and 811,242,309 at 30 June 2024.

¹ On 1 April 2025, the acquisition of 99.94% of the share capital of 2i Rete Gas S.p.A. was completed and recognised as a business combination in accordance with IFRS 3. As at the reporting date of these Interim Financial Statements, the purchase price allocation process had not yet been completed, as the valuation activities relating to the acquired assets and liabilities, including intangible assets linked to concession assets, were still in progress. In accordance with paragraph 45 of IFRS 3, the Group carried out a provisional allocation of the consideration paid, recognising the difference between the purchase price and the carrying amount of the acquired assets under goodwill (equal to 912.0 million euros). The Group will complete the purchase price allocation (PPA) within 12 months from the acquisition date, as required by the standard. Any adjustments arising from the finalisation of the PPA will be accounted for retrospectively, restating comparative data where necessary.

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS - SUMMARY FIGURES AND INFORMATION

(€ millions)	As of 31 December 2024	As of 30 June 2025
Net invested capital at the end of the end of period	9,556.3	14,782.5
Equity	2,793.5	3,809.5
Net financial debt	6,762.8	10,973.0
Lease liabilities - IFRS 16 and IFRIC 12	90.5	114.0
Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12)	6,672.3	10,859.0

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – ITALGAS AND THE FINANCIAL MARKETS

Italgas and the financial markets

During the first six months of 2025, global markets experienced a period of high volatility and uncertainty, mainly due to: (i) increasing geopolitical instability, particularly in the Middle East; (ii) the introduction of protectionist trade policies by the US administration; and (iii) the relative resilience of key macroeconomic indicators combined with a gradual decline in the inflation rate, which fell more sharply in Europe.

This led the European Central Bank, over the course of the first half of the year, to implement four consecutive interest rate cuts of 25 basis points each, totalling 100 basis points over six months. By contrast, the Federal Reserve left overnight lending rates unchanged at 4.25%–4.5%, primarily due to resilient macroeconomic conditions combined with the risk of a resurgence in inflation driven by trade tariffs announced and partially already introduced by the new administration.

While Europe recorded strong growth across major equity indices during the half-year, net of volatility, the main US indices were more affected by the uncertainty caused by the anticipated introduction of restrictive trade policies by the new administration that took office at the beginning of the year. A trend reversal was observed after two consecutive years in which the S&P 500 index in US outperformed the European benchmark Stoxx Europe 600, with a predominance of capital flows directed towards the European continent. This shift was also reflected in the appreciation of the euros against the US dollar, which rose from 1.04 as at 31 December 2024 to 1.18 at the end of June. As for interest rates, the yield of 10-year BTP and Bund at the end of June stood at 3.47% and 2.61% respectively, representing a decrease of 5 basis points and an increase of 24 basis points over the six-month period. This was reflected in a decline in the BTP-Bund spread to below 90 basis points, its lowest level since 2021, supported by the stability of Italy's political environment.

During the first half of the year, gas prices on the European market (TTF) fell by 34% compared with the level recorded at the end of 2024, also thanks to new supply flows from North Africa and LNG sources, which helped meet the growing gas demand driven by colder winter temperatures compared with recent years. The price of oil also declined during the first half of the year, driven by increased production from OPEC+ countries and concerns over a potential global economic slowdown, despite heightened volatility in recent months due to the escalating military conflict in the Middle East.

The renewed stability of major energy commodity prices contributed to a decline in inflation in the Eurozone to 1.9% in May 2025, down from 2.4% in December 2024, while in the United States, inflation fell from 2.9% to 2.4% over the same period.

Overall, with share prices adjusted after the ex-dividend date, the Stoxx Europe 600 index gained 10.0%, while the S&P 500 rose by +5.8% in the first six months of 2025. The FTSE MIB posted a 20.4% increase in Europe, making it one of the best-performing major national stock indices, driven by the performance of the banking and utilities sectors, which together represent the largest weights within the index. Other European national indices recorded gains ranging from +24.1% for Spain's IBEX 35, +20.1% for Germany's DAX, and +7.8% for France's CAC 40, which continues to be affected by the political instability of recent months.

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – ITALGAS AND THE FINANCIAL MARKETS

At a sector level, the Stoxx Europe Utilities Index recorded a performance of 21.8% in the first half of the year, outperforming the benchmark index along with the financial and insurance sectors. This performance strengthened over the course of the year, as a result of the volatility and uncertainty that spread across global markets following the adoption of protectionist trade policies by the US government and the escalation of the international geopolitical situation in the Middle East, culminating in the attack on Iran by Israel and the United States. This led many investors to move towards so-called "safe haven" assets such as gold, foreign currency reserves, and, within equity markets, defensive sectors like Utilities and Real Estate, both characterised by limited international exposure and strong visibility of expected returns.

The Italgas share closed the first half of 2025 at 7.2 euros, with a 50% increase adjusted for the dividend payment and the impact of the rights issue related to the capital increase carried out in June 2025. From the day of listing on 7 November 2016 to 30 June 2025, the total shareholder return was 204%.

In the first half of the year, the average daily trading volume of the Italgas stock on the electronic market of the Italian Stock Exchange was around 3.53 million shares.

Comparison of the quotes Italgas, FTSE MIB and STOXX Europe Utilities (1 January 2025 - 30 June 2025, figures adjusted for dividends)

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – ITALGAS AND THE FINANCIAL MARKETS

Shareholders

The share capital of the Company as at 30 June 2025 consisted of 1,014,692,391 shares without par value, giving a share capital value of 1,256,122,060.44 euros.

As at 30 June 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.

CONSOLIDATING COMPANY	SHAREHOLDERS	% OWNERSHIP
Italgas S.p.A.	CDP Reti S.p.A () (*)	26.0
	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 management 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, which was later modified on 14 April 2025.

Italgas Shareholders by geographical area Italgas Shareholders by type of investor

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – OPERATING PERFORMANCE

Operating performance

Infrastructure

Italgas is the leading gas distribution operator in Europe by number of users served, operating in both Italy and Greece. 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.

In the water sector, Italgas manages the aqueduct service for five municipalities in the Province of Caserta and, on behalf of the Campania Region, the Western Campania aqueduct, which supplies the Naples and Caserta areas. Through its associate Siciliacque, Italgas is also the area operator in the Sicily Region and, through its associate Acqualatina, it manages the integrated water service in ATO 4 – Southern Lazio.

Investments

In the first half of 2025, technical investments amounting to 495.1 million euros were made, of which 30.7 million euros relating to investments accounted for in accordance with IFRS 16.

		First half of the year
As of 31 December 2024	(€ millions)	As of 30 June 2024	As of 30 June 2025	Abs. change	% Change
538.7	Gas distribution	224.5	329.3	104.8	46.7
438.8	Network maintenance and development	178.1	297.6	119.5	67.1
99.9	New networks	46.4	31.7	(14.7)	(31.7)
243.3	Gas digitisation	99.1	106.6	7.5	7.6
100.1	Other assets	40.3	35.6	(4.7)	(11.7)
115.9	Metering	49.3	57.6	8.3	16.8
27.3	Processes	9.5	13.4	3.9	41.1
-	- of which the effect of IFRS 16	-	5.6	5.6	-
105.0	Other investments	30.1	59.2	29.1	96.7
22.5	- of which Real Estate	5.9	12.9	7.0	-
22.9	- of which ICT	8.7	11.8	3.1	35.6
46.6	- of which the effect of IFRS 16	9.6	25.1	15.5	-
887.0		353.7	495.1	141.4	40.0

Investments related to gas distribution (329.3 million euros) increased by 46.7% compared to the same period in 2024, also due to the inclusion of 2i Rete Gas in the scope of consolidation (+80.5 million euros). Investments in digitisation (106.6 million euros) rose by 7.6% compared to the same period in 2024, mainly due to the inclusion of 2i Rete Gas in the scope of consolidation (+19.5 million euros), partially offset by a decrease resulting from the gradual completion of the network digitisation process in Italy of legacy Italgas assets.

Other investments (59.2 million euros) increased by 29.1 million euros and include redevelopment works in the "Corso Regina Margherita" area of Turin and the vehicle fleet.

Operating figures

The key operating figures are presented in the chapter "Operating segment operating performance" of this Report.

Sustainability and value creation

The Strategic Plan incorporates the Sustainable Value Creation Plan2 and addresses all sustainability matters related to the business. The Group has adopted ambitious targets for reducing CO2 emissions and energy consumption, anticipating the EU's 2030 goals and aiming to achieve "Net Zero Carbon" by 2050 for Scope 1, Scope 2 (market-based) and Scope 3 (supply chain) emissions, through the distribution of green gases and carbon removal activities starting from 2030.

Energy consumption

The net energy consumption for the first six months of 2025 is presented below, compared with the previous year. Acqua Campania is presented separately, as it was consolidated for the first time starting from 30 January 2024. Finally, with reference to the 2i Rete Gas perimeter, data are presented for the period from 1 April to 30 June, corresponding to the consolidation period following the acquisition.

	First half of the year
			Same scope4		New scope
Total energy consumption (TJ)3Errore. Il segnalibro non è definito.	As of 30 June 2024	As of 30 June 2025	Abs. change	% Change	Acqua Campania 20245	Acqua Campania 2025	2iRG 20256	Total As of 30 June 2024	Total As of 30 June 2025
Total energy consumption from fossil fuels	203.2	210.8	7.6	3.7	149.6	227.3	61.5	352.8	499.6
Fuel consumption from crude oil and petroleum products, broken down by use:	22.1	26.8	4.7	21.3	1.0	0.9	28.7	23.1	56.4
industrial	4.8	4.8	-	-	-	-	-	4.8	4.8
automotive fuel	17.3	22.0	4.7	27.2	1.0	0.9	28.7	18.3	51.6
Fuel consumption from natural gas, broken down by use:	178.2	181.9	3.7	2.1	0.1	0.3	32.8	178.3	215.0
industrial	126.8	133.1	6.3	5.0	-	-	26.2	126.8	159.3
automotive fuel	41.2	38.0	(3.2)	(7.8)	-	0.2	6.2	41.2	44.4
civil	10.2	10.8	0.6	5.9	0.1	0.1	0.4	10.3	11.3
Consumption of electricity, heat, steam and cooling purchased or acquired from fossil sources	2.9	2.1	(0.8)	(27.6)	148.5	226.1	-	151.4	228.2
Total renewable energy consumption Electricity, heat, steam and cooling purchased or obtained from renewable sources7	22.0	17.1	(4.9)	(22.3)	-	-	11.9	22.0	29.0
Total energy consumption	225.2	227.9	2.7	1.2	149.6	227.3	73.4	374.8	528.6

On a like-for-like basis4, the first six months of 2025 saw an increase in fossil fuel energy consumption for industrial and civil use, attributable to lower average winter temperatures in 2025 compared to 2024. With reference to industrial consumption alone, there was also an increase in total gas injected into the network (resulting in higher preheating consumption), as well as additional consumption by plants equipped with turboexpanders and co-generation systems, due to increased self-production for the self-consumption of electricity7. Thanks to efficiency and digitisation initiatives, the Group's specific consumption for the preheating process8

² https://www.italgas.it/wp-content/uploads/sites/2/2024/12/Sustainable-Value-Creation-Plan-2024-2030.pdf. 3 This refers to total energy consumption, from which any self-produced and self-consumed electricity consumption is subtracted.

⁴ Companies consolidated as at 31 December 2023 (IG, Bludigit, Geoside, IG R, ToE, Medea, Enaon, Enaon Eda, Nepta Caserta). Therefore excluding Acqua Campania and 2iRG.

⁵Acqua Campania was consolidated for the first time from 30 January 2024.

⁶Data from 1 April to 30 June, the consolidation period following the acquisition.

⁷ For the first six months of 2025, 19.4 TJ of electricity produced by plants equipped with turbo-expanders and co-generation plant were subtracted, as compared with 14.4 TJ subtracted during the first six months of 2024.

⁸ Referring to Toscana Energia and Italgas Reti (which account for 99% of the gas injected by the Group, considering the same scope). If plants equipped with turbo-expanders and co-generation were to be excluded, specific consumption would fall from 0.86 (first six months of 2024) to 0.78 (first six months of 2025).

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – SUSTAINABILITY AND VALUE CREATION

is nonetheless decreasing, falling from 1.02 to 0.94 cubic metres of natural gas consumed for preheating per thousand cubic metres of gas injected into the network.

The Group's net electricity consumption decreased by 23.0%, thanks to increased self-generation of electricity and further efficiency improvements in property management. Finally, although Acqua Campania's consumption in the first half of 2025 is not comparable with that of 2024 due to the different consolidation period5, an increase in consumption is nevertheless noted as a result of higher demand for water resources driven by drought conditions in the first half of 2025.

Greenhouse gas emissions

In gas distribution, greenhouse gas emissions mainly derive from fugitive emissions of natural gas from distribution networks, from the preheating activities of gas transported in decompression systems, and from consumption of the company fleet. In the water sector, emissions mainly derive from electricity consumption for plant operations (water collection and pumping). Scope 1 and Scope 2 CO2eq emissions for the first six months of 2024 and 2025 are reported below. Acqua Campania is shown separately, as it was consolidated for the first time from 30 January 2024. Finally, with reference to 2i Rete Gas perimeter, data are presented for the period from 1 April to 30 June, the consolidation period following the acquisition.

	First half of the year
	Same scope9Errore. Il segnalibro non è definito.				New scope
GHG market-based Scope 1 and Scope 2 (tCO2eq) emissions	As of 30 June 2024	As of 30 June 2025	Abs. change	% Change	Acqua Campania 202410Errore. Il segnalibro non è definito.	Acqua Campania 2025	2iRG 202511	Total As of 30 June 2024	Total As of 30 June 2025
GHG Scope 1 emissions, of which	65.6	75.9	10.3	15.7	0.1	0.1	11.4	65.7	87.4
fugitive	54.9	64.9	10.0	18.2	-	-	8.0	54.9	72.9
from fossil fuel consumption	10.7	11.0	0.3	2.8	0.1	0.1	3.4	10.8	14.5
GHG market-based Scope 2 emissions	0.3	0.3	-	-	20.6	31.4	-	20.9	31.7
GHG market-based Scope 1 + Scope 2 emissions	65.9	76.2	10.3	15.6	20.7	31.5	11.4	86.6	119.1

On like-for-like basis9Errore. Il segnalibro non è definito., the increase in total emissions in the first half of 2025 compared to the first half of 2024 (+15.6%) is mainly due to the rise in fugitive emissions (+18.2%), following the greater number of kilometres of network inspected in the areas that recorded the highest losses in 2024 (+27.4%, or 93,043 km in 2025 compared to 73,059 km in 2024), and the ongoing improvement of the Group's processes and algorithms for monitoring and quantifying emissions, also in line with the specific requirements of the new EU Methane Regulation.

⁹ Companies consolidated as at 31 December 2023 (IG, Bludigit, Geoside, IG R, ToE, Medea, Enaon, Enaon Eda, Nepta Caserta). Therefore excluding Acqua Campania and 2iRG.

¹⁰Acqua Campania was consolidated for the first time from 30 January 2024.

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS

Comment on the economic and financial results

On 1 April 2025, the acquisition of 99.94% of the share capital of 2i Rete Gas S.p.A.12 was completed and recognised as a business combination in accordance with IFRS 3.

As at the reporting date of these Interim Financial Statements, the purchase price allocation (PPA) process had not yet been completed, as the activities to assess the acquired assets and liabilities, including the intangible assets relating to concession-based assets, were still ongoing.

In accordance with paragraph 45 of IFRS 3, the Group made a provisional allocation of the consideration paid, recognising the difference between the purchase price and the carrying amount of the acquired assets under goodwill. The Group will complete the purchase price allocation (PPA) within 12 months from the acquisition date, as required by the standard. Any adjustments arising from the finalisation of the PPA will be accounted for retrospectively, restating comparative data where necessary.

**Reclassified income statement (*)**

(€ millions)
	First half of the year
Financial		For the half	For the half	Abs. change	% Change
Year 2024		year ended	year ended
		30 June 2024	30 June 2025
1,583.1	Gas distribution regulated revenues	799.2	1,094.4	295.2	36.9
157.2	Other revenues	63.2	86.7	23.5	37.2
1,740.3	Total revenues and other income (*)	862.4	1,181.1	318.7	37.0
38.5	of which special items	9.9	(54.4)	(64.3)	-
1,778.8	Total revenues and other income (*) adjusted	872.3	1,126.7	254.4	29.2
(427.9)	Operating costs (*)	(201.1)	(284.9)	(83.8)	41.7
-	of which special items	-	15.7	15.7	-
(427.9)	Adjusted operating costs (*)	(201.1)	(269.2)	(68.1)	33.9
1,312.4	EBITDA	661.3	896.2	234.9	35.5
1,350.9	Adjusted EBITDA	671.2	857.5	186.3	27.8
(530.2)	Amortisation, depreciation and impairment of assets	(269.4)	(299.5)	(30.1)	11.2
782.2	EBIT	391.9	596.7	204.8	52.3
820.7	Adjusted EBIT	401.8	558.0	156.2	38.9
(120.6)	Net financial expense	(55.8)	(105.6)	(49.8)	89.2
-	of which special items	-	5.6	5.6	-
(120.6)	Adjusted net financial expenses	(55.8)	(100.0)	(44.2)	79.2
11.2	Net income from equity investments	6.1	4.7	(1.4)	(23.0)
1.7	of which gas distribution	1.1	1.0	(0.1)	(9.1)
9.5	of which integrated water service	5.0	3.7	(1.3)	(26.0)
672.8	Profit before taxes	342.2	495.8	153.6	44.9
711.3	Adjusted Profit before taxes	352.1	462.7	110.6	31.4
(165.3)	Income taxes	(94.2)	(139.0)	(44.8)	47.6
(10.8)	Taxation related to special items	(2.8)	9.5	12.3	-
(176.1)	Adjusted income taxes	(97.0)	(129.5)	(32.5)	33.5
507.5	Profit	248.0	356.8	108.8	43.9
478.9	Profit attributable to the Group	234.4	338.1	103.7	44.2
28.6	Profit attributable to non-controlling interests	13.6	18.7	5.1	37.5
535.2	Adjusted net profit	255.1	333.2	78.1	30.6
506.6	Adjusted net profit attributable to the Group	241.5	316.6	75.1	31.1
28.6	Adjusted net profit attributable to non-controlling interests	13.6	16.6	3.0	22.1

¹² The company holds control of Cilento Gas S.r.l. and IG Rete Dati S.r.l.

For a broader representation of the sectors, reference should be made to the chapter "Operating segment operating performance".

Analysis of the Reclassified Income Statement items

TOTAL REVENUES AND OTHER INCOME

		First half of the year
Financial Year 2024		For the half-year ended 30 June 2024	For the half year ended 30 June 2025	Abs. change	% Change
1,521.6	Distribution revenues	757.8	1,038.7	280.9	37.1
14.5	of which special items	9.9	(54.4)	(64.3)	-
1,536.1	Adjusted distribution revenues	767.7	984.3	216.6	28.2
61.5	Other distribution revenues	41.4	55.7	14.3	34.5
24.0	of which special items	-	-	-	-
85.5	Other adjusted distribution revenues	41.4	55.7	14.3	34.5
1,583.1	Total gas distribution regulated revenues	799.2	1,094.4	295.2	36.9
1,621.6	Total adjusted gas distribution regulated revenues	809.1	1,040.0	230.9	28.5
157.2	Other revenues	63.2	86.7	23.5	37.2
1,740.3	Total revenues	862.4	1,181.1	318.7	37.0
1,778.8	Total revenues and other income adjusted	872.3	1,126.7	254.4	29.2

Total revenues and other income adjusted¹³ for the first half of 2025 amounted to 1,126.7 million euros, an increase of 254.4 million euros compared to the same period of 2024 (+29.2%) and referred to gas distribution regulated revenues (1,040.0 million euros) and other revenues (86.7 million euros).

Adjusted gas distribution regulated revenue increased by 230.9 million euros compared to the corresponding period of 2024. Net of the inclusion of 2i Rete Gas in the scope of consolidation (+217.5 million euros), and despite the significant reduction in the WACC (-25.8 million euros), the item increased due to the growth in RAB, which also benefits from ARERA's revision of the capital cost revaluation criteria, previously also known as the "Deflator" (Resolution no. 130/2025/R/com), and from the impact in the first half of 2025 of Resolution no. 87/2025/R/gas.

Other revenues increased by 23.5 million euros compared to the corresponding period in 2024, mainly due to a 15.3 million euros increase in revenues from the energy efficiency segment and a 7.7 million euros increase in the water segment.

¹³Italgas' management assesses Group performance on the basis of alternative performance indicators 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; or (ii) they result from events or transactions which are not representative of the normal course of business. 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 result 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.

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS

OPERATING COSTS

			First half of the year
Financial Year 2024		For the For the half half-year year ended ended 30 30 June June 2024 2025		Abs. change	% Change
	249.7 Fixed gas distribution costs	122.3	159.8	37.5	30.7
157.7	Net personnel costs	72.6	92.2	19.6	27.0
92.0	Net external costs	49.7	67.6	17.9	36.0
	95.6 Other assets	39.6	55.4	15.8	39.9
14.7	Net personnel costs	7.1	6.7	(0.4)	(5.6)
80.9	Net external costs	32.5	48.7	16.2	49.8
	8.4 Other costs and provisions	3.0	22.4	19.4	-
-	Special item	-	15.7	15.7	-
	8.4 Other costs and provisions adjusted	3.0	6.7	3.7	-
-	EEC	0.1	(4.2)	(4.3)	-
	74.2 Concession-related expenses	36.2	51.5	15.3	42.3
	427.9 Operating costs	201.1	284.9	83.8	41.7
	427.9 Adjusted operating costs	201.1	269.2	68.1	33.9

Adjusted operating costs for the first half of 2025 amounted to 269.2 million euros, an increase of 68.1 million euros compared with the same period in 2024. This was mainly due to the inclusion of 2i Rete Gas in the scope of consolidation (+52.9 million euros) and the growth of activities related to the energy efficiency sector, which recorded an increase in costs of 11.6 million euros, in line with the trend of the other revenues. On a like-forlike basis, costs decreased by 1.8% compared with the first half of 2024.

AMORTISATION, DEPRECIATION AND IMPAIRMENT

(€ millions)
		First half of the year
Financial Year 2024		For the half-year ended 30 June 2024	For the half-year ended 30 June 2025	Abs. change	% Change
530.2	Amortisation and depreciation	269.8	299.8	30.0	11.1
435.2	Intangible assets IFRIC 12	225.0	240.5	15.5	6.9
42.0	Other Intangible Assets	20.1	29.3	9.2	45.8
53.0	Property, plant and equipment	24.7	30.0	5.3	21.5
32.5	of which, amortisation and depreciation as per IFRS 16	15.0	18.1	3.1	20.7
-	Depreciation and impairment (net of utilisations)	(0.4)	(0.3)	0.1	(25.0)
530.2	Amortisation, depreciation and impairment of assets	269.4	299.5	30.1	11.2

Amortisation, depreciation and impairment as at 30 June 2025 amounted to 299.5 million euros, an increase of 30.1 million euros, mainly due to the business combination (2i Rete Gas), partially offset by the completion (in November 2024) of the depreciation process for assets to be transferred free of charge related to the Rome concession.

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS

NET FINANCIAL EXPENSE

		First half of the year
Financial Year 2024		For the half year ended 30 June 2024	For the half year ended 30 June 2025	Abs. change	% Change
113.6	Expense (income) on short-term and long-term financial debt	52.3	99.7	47.4	90.6
-	of which special items	-	5.6	5.6	-
10.6	Upfront fee	5.0	7.2	2.2	44.0
(2.3)	Other net financial expense (income)	(1.0)	(1.2)	(0.2)	20.0
(1.3)	Financial expense capitalised	(0.5)	(0.1)	0.4	(80.0)
120.6	Net financial expense	55.8	105.6	49.8	89.2
120.6	Adjusted net financial expense	55.8	100.0	44.2	79.2

Adjusted net financial expense as at 30 June 2025 amounted to 100.0 million euros, an increase of 44.2 million euros, mainly due to the charges related to the so-called bridge loan for the acquisition of 2i Rete Gas, the inclusion of the financial expenses of 2i Rete Gas in the scope of consolidation, and the impact of the dualtranche note issue carried out in March 2025.

NET INCOME FROM EQUITY INVESTMENTS

The net income from equity investments as at 30 June 2025 amounted to 4.7 million euros and refers to the contribution of affiliated companies valued using the equity method; in particular, the water companies contributed 3.7 million euros.

INCOME TAXES

		First half of the year
Financial Year 2024		For the half year ended 30 June 2024	For the half year ended 30 June 2025	Abs. change	% Change
165.3	Income taxes	94.2	139.0	44.8	47.6
(10.8)	Taxation related to special items	(2.8)	9.5	12.3	-
176.1	Adjusted income taxes	97.0	129.5	32.5	33.5
24.6%	Effective tax rate (%)	27.5%	28.0%
24.8%	Adjusted effective tax rate (%)	27.5%	28.0%

Adjusted income taxes as at 30 June 2025 amounted to 129.5 million euros, up by 32.5 million euros compared with the corresponding figure for the previous year, as a result of the higher pre-tax result for the period. The adjusted tax rate for the half-year thus stood at 28.0%.

Special items

The income statement components classified as special items, which contribute to determining the adjusted results for the first half of 2025, relate to the effects arising from:

from the adjustment of regulated gas distribution revenues to cover the higher unit costs recognised for tariff purposes for the years 2020–2024, resulting from the implementation of Resolution no. 87/2025/R/gas (+54.4 million euros in revenues with a tax effect of -15.2 million euros);

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS

from costs related to the acquisition and integration of 2i Rete Gas (-21.3 million euros, with a tax effect of +5.7 million euros), including a portion of the financing costs for the acquisition of 2i Rete Gas (-5.6 million euros, with a tax effect of +1.3 million euros).

The income components classified in the special items for the first half of 2024 concerned the exclusion of the effects deriving from the transposition of Resolution no. 207/2024/R/gas, which involved the repayment of 9.9 million euros that had been recognised previously (with a tax effect of 2.8 million euros).

Reclassified Statement of Financial Position

The Reclassified Statement of Financial Position combines the assets and liabilities of the mandatory format included in the Half-year Report 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 30 June 2025, compared with that as at 31 December 2024, is summarised below:

(€ millions)	As of 31 December 2024	As of 30 June 2025	Abs. change

Fixed capital (*)	8,777.1	13,854.9	5,077.8
Property, plant and equipment	383.3	456.6	73.3
Intangible assets	8,305.6	13,409.5	5,103.9
Equity investments	176.1	183.6	7.5
Financial receivables and securities instrumental to operations	319.5	322.8	3.3
Net payables for investing activity	(407.4)	(517.6)	(110.2)
Net working capital	835.1	1,012.6	177.5
Provisions for employee benefits	(61.3)	(85.1)	(23.8)
Assets held for sale and directly related liabilities	5.4	0.1	(5.3)
NET INVESTED CAPITAL	9,556.3	14,782.5	5,226.2
Equity	2,793.5	3,809.5	1,016.0
- attributable to the Italgas Group	2,457.9	3,477.2	1,019.3
- attributable to non-controlling interests	335.6	332.3	(3.3)
Net financial debt	6,762.8	10,973.0	4,210.2
FUNDING	9,556.3	14,782.5	5,226.2

(*) 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:

(€ millions)	Property, plant and equipment	IFRIC 12 assets	Intangible assets	Total
Balance at 31 December 2024	383.3	7,955.7	349.9	8,688.9
Additions	48.1	423.4	23.6	495.1
- of which IFRS 16	30.7	-	-	30.7
Amortisation, depreciation and impairment	(30.0)	(240.2)	(29.3)	(299.5)
- of which, amortisation and depreciation as per IFRS 16	(18.1)	-	-	(18.1)
Business combination	59.5	4,004.3	956.1	5,019.9
Grants	-	(27.7)	-	(27.7)
Net disposals and sales	(3.4)	(4.6)	(0.1)	(8.1)
Other changes	(0.9)	(4.1)	2.5	(2.5)
Balance at 30 June 2025	456.6	12,106.8	1,302.7	13,866.1

Net working capital is broken down as follows:

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS

(€ millions)	As of 31 December 2024	As of 30 June 2025	Abs. change
Trade receivables	751.9	819.4	67.5
Inventories	57.2	75.1	17.9
Tax assets	420.8	470.3	49.5
Other assets	596.6	840.4	243.8
Trade payables	(249.7)	(327.0)	(77.3)
Provisions for risks and charges	(92.1)	(132.6)	(40.5)
Deferred tax liabilities	(48.3)	-	48.3
Tax payables	(39.3)	(98.3)	(59.0)
Other liabilities	(562.0)	(634.7)	(72.7)
	835.1	1,012.6	177.5

The change in net working capital, which increased by 177.5 million euros, was mainly due to the inclusion of 2i Rete Gas in the scope of consolidation (+333.2 million euros), partially offset by the net balance resulting from seasonal billing patterns in gas distribution and adjustments relating to previous years (-132.4 million

euros). (€ millions) As of 31 December 2024 As of 30 June 2025 Abs. change Financial and bond debt 7,185.8 11,368.2 4,182.4 Short-term financial debt (*) 934.2 707.0 (227.2) Long-term financial debt 6,161.1 10,547.2 4,386.1 Lease liabilities - IFRS 16 and IFRIC 12 90.5 114.0 23.5 Funding derivative contracts Cash flow Hedge (16.9) (14.0) 2.9 Financial receivables and cash and cash equivalents (406.1) (381.2) 24.9 Cash and cash equivalents (402.7) (379.9) 22.8 Financial receivables (3.4) (1.3) 2.1 Net financial debt 6,762.8 10,973.0 4,210.2 Lease liabilities - IFRS 16 and IFRIC 12 90.5 114.0 23.5 Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12) 6,672.3 10,859.0 4,186.7 (*) These include the short-term portions of long-term financial debt.

Net Financial Debt increased in the first half of the year by 4,210.2 million euros compared with 31 December 2024, mainly due to the inclusion in the scope of consolidation of the net financial debt of 2i Rete Gas, amounting to 3,057.8 million euros, and the issue of the dual-tranche bond totalling 1,000 million euros, intended to finance part of the consideration for the acquisition of 2i Rete Gas.

Financial and bond debt as at 30 June 2025 totalled 11,368.2 million euros (7,185.8 million euros as at 31 December 2024) and refer to: bonds (8,832.1 million euros), loan agreements with the european Investment Bank (EIB) (1,146.1 million euros), bank debts (1,276.0 million euros) and financial liabilities pursuant to IFRS 16 and IFRIC 12 (114.0 million euros).

As at 30 June 2025, fixed-rate debt accounted for 86.3% of financial and bond debt (85.4% as at 31 December 2024), while floating-rate debt stood at 13.7% (14.6% as at 31 December 2024).

Reclassified Statement of Cash Flows

The reclassified statement of cash flows provided below 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 flow14, i.e. the cash surplus or deficit remaining after the financing of investments.

¹⁴ 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/payables) 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).

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS

	First half of the year
(€ millions)	As of 30 June 2024	As of 30 June 2025
Profit	248.0	356.8
Correction:
- Amortisation, depreciation and other non-monetary components	262.9	289.5
- (Gains)/Losses arising from the disposal of fixed assets and eliminations	1.7	(0.2)
- Interest and income taxes	150.0	244.7
Change in working capital due to operating activities	(60.3)	84.6
Dividends, interest and income taxes cashed in (paid)	(72.8)	(236.4)
Cash flow from operating activities	529.5	739.0
Technical investments	(331.7)	(455.7)
Other changes related to investments activities	(64.1)	(34.1)
Divestments and other changes	5.5	4.0
Free cash flow before Merger and Acquisition transactions	139.2	253.2
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	(47.7)	-
Free cash flow	111.4	(1,809.6)
Change in short- and long-term financial debt and financial receivables	270.3	1,112.0
Repayment of lease liabilities	(14.4)	(19.8)
Capital contribution	-	1,020.0
Equity cash flow	(285.0)	(330.1)
Other changes	-	4.8
Net cash flow for the year	82.3	(22.8)

Change in net financial debt

	First half of the year
(€ millions)	As of 30 June 2024	As of 30 June 2025
Free cash flow	111.4	(1,809.6)
Change in financial debt from companies that joined the scope of consolidation	-	(3,103.9)
Increase in lease liabilities and fees	(33.3)	(16.4)
Equity cash flow	(285.0)	(330.1)
Capital contribution	-	1,020.0
Other changes (Difference between interest accounted for, and paid fair value of derivatives)	11.9	29.8
Change in net financial debt	(195.1)	(4,210.2)

The cash flow from operating activities as at 30 June 2025, amounting to 739.0 million euros, fully funded the net investment cash flow, generating free cash flow before Merger and Acquisition transactions of 253.2 million euros, which made it possible to cover almost all of the dividends paid.

The price for the acquisition of 2i Rete Gas, amounting to 2,071.9 million euros, was financed through the issue of a dual-tranche bond amounting to 1,000 million euros and a 1,000 million euros bridge loan, which was fully reimbursed during the half-year using the funds from the 1,020 million euros capital increase completed on 24 June 2025.

Non - GAAP 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 indicators (API or APM), which replaces the CESR/05-178b recommendations from 3 July 2016.

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS

This document uses alternative performance indicators (APIs) such as: adjusted total revenues (total revenues excluding (i) the effects arising from application of IFRIC 12 "Service concession arrangements", (ii) connection contributions, (iii) reimbursements from third parties and other residual items, (iv) items classified as "special items"); adjusted EBITDA (calculated as net profit for the year excluding income taxes, net income from equity investments, net financial expense, amortisation, depreciation and impairment, and items classified as "special items"); adjusted EBIT (calculated as net profit for the year excluding income taxes, net income from equity investments, net financial expense and items classified as "special items"); and 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).

The full list of APIs can be found on the website:https://www.italgas.it/glossario/

The NON-GAAP financial report must be considered complementary to and not replacing the reports prepared according to IAS – IFRS.

Reconciliation of the reclassified income statement and statement of financial position

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, commented in the Directors' Report is provided below with the related legally required statements.

Reconciliation between reclassified consolidated financial statements and the legally required financial statements

Reclassified income statement

	Reference to the	First half of the year
	explanatory notes of the	For the half-year ended 30 June 2024			For the half-year ended 30 June 2025
(€ millions)	condensed consolidated interim 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)		1,193.5			1,632.8
- Revenues for construction and upgrading of distribution infrastructures IFRIC 12	(note 27)		(311.2)			(424.3)
- Connection contribution uses	(note 27)		(9.4)			(13.3)
- Reimbursement of faulty meters	(note 27)		(0.7)			(4.4)
- Repayments from third parties	(note 27)		(6.8)			(9.7)
- Operational performance vs. Campania Region	(note 27)		(2.4)			-
- Other reimbursement	(note 27)		(0.6)			-
Total revenues and other income (from reclassified statements)				862.4			1,181.1
Operating costs (from mandatory statements)		(533.4)			(725.5)
- Revenues for construction and upgrading of distribution infrastructures IFRIC 12	(note 27)		311.2			424.3
- Reimbursement of faulty meters	(note 27)		0.7			4.4
- Repayments from third parties	(note 27)		6.8			9.7
- Operational performance vs. Campania Region	(note 27)		2.4			-
- Other reimbursement	(note 27)		0.6			-
- Other changes	(note 27)		-			(1.0)
- Use of metering provision	(note 28)		10.6			3.2
Operating costs (from reclassified statements)				(201.1)			(284.9)
EBITDA				661.3			896.2
Amortisation, depreciation and impairment (from mandatory statements)		(268.2)			(310.6)
- Connection contribution uses	(note 27)		9.4			13.3
- Other changes	(note 27)		-			1.0
- Use of metering provision	(note 28)		(10.6)			(3.2)

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS

Amortisation, depreciation and impairment (from reclassified statements)		(269.4)		(299.5)
EBIT	391.9	391.9	596.7	596.7
Net financial expense	(55.8)	(55.8)	(105.6)	(105.6)
Net income from equity investments	6.1	6.1	4.7	4.7
Profit before taxes	342.2	342.2	495.8	495.8
Income taxes	(94.2)	(94.2)	(139.0)	(139.0)
Net profit (loss)	248.0	248.0	356.8	356.8

Reclassified Statement of Financial Position

As of 31 December 2024 As of 30 June 2025 the Partial Partial explanatory Figures figures Figures from figures (Where not expressly indicated, the item is obtained directly from the legally-required statement) notes of the from from reclassified from consolidated reclassified mandatory statements mandatory financial statements statements statements statements Fixed capital Property, plant and equipment 383.3 456.6 Intangible assets, of which: 8,305.6 13,409.5 - Intangible assets (note 13) 8,833.3 14,288.4 from which to deduct Connection contributions (note 20) (527.7) (878.9) Equity investments 176.1 183.6 Financial receivables and securities instrumental to operations 319.5 322.8 Net payables relating to investment activities, composed of: (407.4) (517.6) - Trade and other payables (Payables for investing activities) (note 18) (412.7) (522.8) - Trade and other receivables (Receivables from disposal of property, plant and equipment and intangible assets) (note 8) 5.3 5.2 Total fixed capital (from reclassified statements) 8,777.1 13,854.9 Net working capital Trade receivables 751.9 819.4 Inventories 57.2 75.1 Tax assets, composed of: 420.8 470.3 - Current and non-current tax receivables/liabilities (non-current tax receivables) (note 10) 17.7 17.5 - Other current and non-current non-financial assets (Other current taxes) (note 11) 37.9 49.4 - Trade and other receivables (IRES receivables for national tax Consolidation scheme) (note 8) 5.2 1.4 - Prepaid taxes (note 23) - 125.5 - Reclassification to Tax Receivables for Super/Ecobonus Receivables (note 11) 360.0 276.5 Other assets, composed of: 596.6 840.4 - Trade and other receivables (Other receivables) (note 8) 130.6 281.9 - Other current and non-current non-financial assets (note 11) 379.7 329.1 - Reclassification to Tax Receivables for Super/Ecobonus Receivables (note 11) (360.0) (276.5) - Other current and non-current non-financial assets (Other regulated activities) (note 11) 446.3 505.9 Trade payables (249.7) (327.0) Provisions for risks and charges (92.1) (132.6) Deferred tax liabilities (48.3) 0.0 Tax payables, composed of: (39.3) (98.3) - Current and non-current tax receivables/liabilities (Current tax liabilities) (note 11) (25.6) (56.4) - Other current and non-current non-financial liabilities (Other indirect tax liabilities) (note 20) (13.7) (41.9) Other liabilities, composed of: (562.0) (634.7) - Trade and other payables (Other payables) (note 18) (522.2) (576.3) - Other current and non-current non-financial liabilities (note 20) (39.8) (58.4) Total net working capital (from reclassified statements) 835.1 1,012.6 Provisions for employee benefits (61.3) (85.1) Assets held for sale: 5.40 0.1 NET INVESTED CAPITAL 9,556.3 14,782.5 Equity including non-controlling interests (2,793.5) (3,809.5) Net financial debt Financial and bond debt, composed of: (7,185.8) (11,368.2) - Non-current financial liabilities (note 16) (6,161.1) (10,547.2) Net non-current financial liabilities, composed of: - Short-term portions of long-term financial debt (note 16) (637.6) (678.0) - Short-term financial liabilities (note 16) (296.6) (29.0) Other financial debt (note 16) - Financial debt pursuant to IFRS 16 (note 16) (90.5) (114.0) Other current and non-current financial assets/liabilities, composed of: 16.9 14.0 Current Cash flow hedge derivative financial instruments (note 19) 5.9 5.7 Non-current Cash flow hedge derivative financial instruments (note 19) 11.0 8.3 Financial receivables and cash and cash equivalents, composed of: 406.1 381.2 Cash and cash equivalents 402.7 379.9 Current financial assets, composed of: 3.4 1.3	(€ millions)	Reference to





















































	Financial receivables non-instrumental to operations	(note 7)	3.4	1.3
Total net financial debt (from reclassified statements) (6,762.8) (10,973.0) FUNDING (9,556.3) (14,782.5)

ITALGAS 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS – COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS

Reclassified Statement of Cash Flows

	First half of 2024		First half of 2025
(€ millions)	Partial figures from mandatory statements	Figures from reclassified statements	Partial figures from mandatory statements	Figures from reclassified statements
Profit		248.0		356.8
Correction:
Amortisation, depreciation and other non-monetary components:		262,9		289.5
- Amortisation and depreciation	279.2		314.1
- Net impairment of property, plant and equipment and intangible assets	(0.4)		(0.3)
- Contributions for connections - uses	(9.4)		(19.0)
- Results from investments accounted for using the equity method	(6.1)		(4.7)
- Non-monetary items (stock grants)	(0.4)		(0.6)
Net capital losses (capital gains) on asset sales and eliminations		1.7		(0.2)
Interest, income taxes and other changes:		150.0		244.7
- Interest income	(13.1)		(11.9)
- Interest expense	68.8		117.6
- Income taxes	94.3		139.0
Change in working capital due to operating activities:		(60.3)		84.6
- Inventories	6.8		5.9
- Trade and other receivables	94.7		284.1
- Trade and other payables	(77.8)		(72.1)
- Change to provisions for risks and charges	(12.5)		(25.6)
- Other assets and liabilities	(67.9)		(99.7)
from which to deduct Deferrals for connection contributions - increases	-		-
from which to deduct Deferrals for connection contributions - uses	(9.4)		(19.0)
- Change in provisions for employee benefits	(3.6)		(8.0)
Dividends, interest and income taxes cashed in (paid):		(72.8)		(236.4)
- Dividends cashed in	0.1		-
- Interest income	6.1		2.5
- Interest paid	(77.0)		(135.4)
- Income taxes (paid) refunded	(2.0)		(103.5)
Cash flow from operating activities		529.5		739.0
Technical investments:		(331.7)		(455.7)
- Property, plant and equipment	(12.1)		(17.3)
- Intangible assets	(319.6)		(438.4)
- Contributions for connections - increases	-		-
- Change in payables for investing activity	(67.0)			(34.1)
- Other changes	2.9			-
Disinvestments:				4.0
- Property, plant and equipment	2.0		3.5
- Intangible assets	3.5		0.4
- Sale of non-controlling interests	-		0.1
- Securities	-		-
- Companies outside the scope of consolidation and units	-		-
Free cash flow before M&A transactions		(139.2)		253.2
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		(47.7)		-
Free cash flow		111.4		(1,809.6)
Change in financial debt:		270.3		1,112.0
- Change in short- and long-term financial debt	270.1		1,109.9
- Cash and cash equivalents from companies in the scope of consolidation	0		2.1
- Medium- to long-term financial receivables	0.2		-
Reimbursements of lease liabilities		(14.4)		(19.8)
Capital contribution from third parties		-		1,020.0
Equity cash flow		(285.0)		(330.1)
Other changes		-		4.8
Cash flow for the year		82.3		(22.8)

Complementary information

Treasury shares

The company did not own any treasury shares as at 30 June 2025.

Related party transactions

Based on Italgas' current ownership structure, 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. Transactions with these entities 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 the transactions carried out were in the interest of the companies of the Italgas Group.

Pursuant to the provisions of the applicable legislation, the Company has adopted internal procedures to ensure that transactions carried out by the Company or its subsidiaries with related parties are transparent and correct in their substance and procedure.

The Directors and Statutory Auditors declare potential interests that they have in relation to the Company and the Group every six months, and/or when changes in said interests occur; in any case, they promptly inform the Chief Executive Officer (or the Chairperson, in the case of the Chief Executive Officer's interests), who in turn informs the other directors and the Board of Statutory Auditors, of the individual transactions that the Company intends to carry out and in which they have an interest.

CDP and CDP Reti consolidate Italgas in accordance with the international accounting standard IFRS 10; in addition, at the meeting of its Board of Directors on 1 August 2019, CDP reclassified its equity interest in Italgas S.p.A. as de facto control pursuant to article 2359, subsection 1, no. 2) of the Italian Civil code and article 93 of the CLF. Italgas is not subject to management and coordination activities by CDP.

As at 30 June 2025, Italgas manages and coordinates its subsidiaries, pursuant to Article 2497 et seq. of the Italian Civil code.

The amounts 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 paragraph "Related-party transactions" of the Notes to the consolidated financial statements.

Significant events occurring after the end of the half-year

Extraordinary transactions

• On 1 July 2025, the merger by incorporation of 2i Rete Gas into Italgas Reti became effective, completing the integration process initiated immediately after the acquisition finalised in April.

Rating and optimization of the debt structure

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. The rating reflects Italgas' position as a leading operator in gas distribution in europe, the Group's operational efficiency, and the stability of the Italian regulatory framework.
On 10 July 2025, Consob approved the new EMTN (Euro Medium Term Notes) Programme with a maximum nominal amount of 5 billion euros, 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 in Italy that, in addition to requiring CONSOB approval, 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.