Italgas — AGM Information 2020

Apr 10, 2020

Italgas S.p.A.

ORDINARY SHAREHOLDERS' MEETING OF 12 MAY 2020 SINGLE CALL

Report by the Board of Directors on the proposals concerning the items on the agenda of the Shareholders' Meeting

Item 5

"2020-2022 Long-term Monetary Incentive Plan. Required and consequent resolutions"

Dear Shareholders,

With reference to this item on the agenda, you are called on – in accordance with article 114-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently amended – to discuss and resolve on the proposed adoption of a long-term monetary incentive plan for the period 2020-2022 (the "LTMI Plan") relating to Italgas S.p.A. and its subsidiaries. The incentive plan scheme was defined by the Board of Directors, on a proposal from the Appointments and Compensation Committee, at the meeting held on 3 March 2020.

The features of this plan are described in the information document prepared by the Company in accordance with article 84-bis of the Regulations adopted by Consob with Resolution No. 11971 of 14 May 1999, made available to the public at the registered office of the Company, at Borsa Italiana S.p.A and on the Company's website. This report therefore refers to that document.

Dear Shareholders, if you agree with the proposal we have formulated, we submit the following draft resolution for your approval:

RESOLUTION

"The Shareholders' Meeting of Italgas S.p.A., meeting in an ordinary session:

•having acknowledged the proposal made by the Board of Directors; and

•having examined the information document prepared by the Board of Directors in accordance with article 84-bis of the Issuers' Regulations,

resolves

- to approve, in accordance with and for the purposes of article 114-bis of the CLF , approving its motivations, the 2020-2022 Long-Term Monetary Incentive Plan, under the terms and conditions stated in the Information Document attached to the Board of Directors' explanatory report,

- to grant the Board of Directors and/or on its behalf the Chief Executive Officer, with express power to subdelegate, all the necessary and appropriate powers to ensure the full and complete implementation of the aforesaid 2020-2022 Long-Term Monetary Incentive Plan, including through individuals appointed for this purpose, including (by way of example only) powers to:

•award the annual allocation of the incentive to the Chief Executive Officer;

•draw up and approve the regulations for each annual award and make the amendments and/or additions to it that are deemed necessary;

•identify the beneficiaries based on the criteria established;

•determine any other terms and conditions required for the implementation of the 2020-2022 Long-Term Monetary Incentive Plan, provided that it does not conflict with the terms of this resolution; and •issue the disclosure to the market, draw up and/or finalise any document that is required or appropriate in relation to the 20202022 Long-Term Monetary Incentive Plan, pursuant to the applicable legislative and regulatory provisions, and, in general, to the implementation of this resolution.".

Milan, 10 April 2020

The Chairman of the Board of Directors

Mr Alberto dell'Acqua