Italgas

AGM Information • Apr 5, 2024

Italgas S.p.A.

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

OF 6 MAY 2024

SINGLE CALL

Report by the Board of Directors on the proposals concerning the items on the

agenda of the Shareholders' Meeting

Item 1 of the Extraordinary session

Proposal for free share capital increase, to be reserved for employees of Italgas S.p.A and/or companies in the Group, for a nominal maximum amount of 3,720,000 euros, in one or more tranches, through allocation, pursuant to Article 2349 of the Italian Civil Code, of a corresponding amount withdrawn from retained earnings reserves, with the issuance of no more than 3,000,000 of ordinary shares. Amendment to article 5 of the company's Bylaws. Related and consequent resolutions."

Dear Shareholders,

the Board of Directors meeting of your Company held on 12 March 2024, upon the proposal of the Appointments and Compensation Committee of the 4 March 2024, passed resolution to submit for the approval of the Shareholders' Meeting a medium to long-term incentive plan called the "2024-2025 Co-investment Plan reserved for employees of Italgas S.p.A. and/or Group companies" (hereinafter the "Plan") described in the information notice drawn up pursuant to Article 84-bis of Consob Regulation No. 11971/99, as amended and supplemented, made available to Shareholders to review item 4 on the agenda of the ordinary session of the Shareholders' Meeting.

The information document, to be referred to for more information on the Plan, also indicates – pursuant to the aforementioned regulatory provision – the Plan recipient categories, the criteria for identifying effective beneficiaries and Plan characteristics, and details the reasons underlying the proposal to adopt the Plan.

The Plan involves the free allocation of the Company's ordinary shares to participants. It is provided that these shares are derived from a capital increase to be performed through the utilization, pursuant to Article 2349 of the Civil Code, of retained earnings reserves. Those participating in the plan, and in particular employees of Italgas S.p.A. and/or companies of the Group, shall be entitled to receive shares, under the terms and

Via Carlo Bo, 11 - 20143 Milano

conditions established in the Plan itself.

In order to guarantee the related supply of shares, the Board therefore intends to submit for your approval a proposal for a free share capital increase, in one or more tranches, for a nominal maximum amount of 3,720,000 euros, through allocation, pursuant to Art. 2349 of the Italian Civil Code, of a corresponding maximum amount from retained earnings reserves, with the issue of no more than 3,000,000 of ordinary shares to be reserved for Plan beneficiaries.

Note that, pursuant to art. 5 of the Company bylaws, "the share capital may be increased…with the issue of new shares, including special categories, to be assigned free of charge pursuant to art. 2349 of the Italian Civil Code".

1. Reasons and intended use of the Capital Increase

The aim of the Plan is to ensure a high level of alignment between the interests of the management and those of shareholders in the medium to long term; support the retention of key resources in the medium to long-term and launch a medium to long-term incentive system capable of creating a strong link between the Company results achieved and the creation of long-term value for shareholders, promoting the sustainable success of Italgas S.p.A. and the Group.

The capital increase is reserved exclusively for the aforementioned Plan and therefore it is to be used exclusively for employees of Italgas S.p.A. and/or companies of the Group.

The shares may be issued, even in one or more tranches, for the duration of the share capital increase resolution outlined, and in any case by the final deadline of 30 June 2028.

2. Characteristics of the Shares, allocation to capital

The Company shares, that can be assigned to Plan beneficiaries under the terms and conditions established therein, will be ordinary Italgas S.p.A. shares with the same characteristics as those in circulation. Furthermore, they will have the same dividend rights as the ordinary shares of the Company currently in circulation and will therefore be provided with existing coupons.

As the shares of your Company have no express nominal value, the Board intends to submit for your approval a proposal to ascribe to capital a maximum amount of 3,720,000 euros and therefore an amount, for each share, equal to the current accounting par value of the shares rounded to the euro cent of 1.24 euros as calculated on 31 December 2023.

3. Bylaws amendment arising from the resolution on the proposed capital increase

The transaction outlined involves an amendment to article 5 of the Company Bylaws to incorporate the capital increase resolution.

In particular, a new paragraph (5.4) will be added to article 5 of the Company Bylaws to incorporate the following content:

"On 06 May 2024 the Extraordinary Shareholders' Meeting resolved to increase the share capital, in one or more tranches, by a nominal maximum amount of 3,720,000 euros, through allocation, pursuant to Article 2349 of the Italian Civil Code, of a corresponding amount withdrawn from retained earnings reserves, with the issuance of no more than 3,000,000 of ordinary shares, to be assigned free of charge to the beneficiaries of the incentive plan approved by the same Ordinary Shareholders' Meeting of 06 May 2024 and to be carried out by the final deadline of 30 June 2028".

Below you will find a comparison of the current article 5 of the Bylaws in effect following the execution of the capital increase that took place on 12 March 2024 with the text amended as described above and with the elimination of the outdated transitional clauses, submitted for approval by the Shareholders' Meeting:

ARTICLE 5 ARTICLE 5

5.1 The Company's share capital is 1,003,843,958.76 (one billion three million eight hundred forty-three thousand nine hundred fifty-eight point seventy-six) euros, divided into 811,242,309 (eight hundred and eleven million two hundred and forty-two thousand three hundred nine) shares without par value;

5.2 The Shareholders' Meeting may resolve to increase the share capital, determining the terms, conditions and arrangements thereof. The share capital may be increased: by transfer in kind or of assets

CURRENT TEXT PROPOSED TEXT

5.1 – Unchanged

5.2 – Unchanged

and with the issue of new shares, including special categories, to be assigned free of charge pursuant to art. 2349 of the Italian Civil Code.

5.3 On 20 April 2021 the Extraordinary Shareholders' Meeting resolved on a share capital increase, in one or more tranches, for the nominal maximum amount of 5,580,000 euros, of which 4,963,610 now remain, through allocation pursuant to Art. 2349 of the Italian Civil Code of a corresponding amount taken from retained earnings reserves, with the issuance of no more than 4,500,000 ordinary shares, of which 4,002,911 now remain to be assigned free of charge to beneficiaries of the incentive plan approved by the Ordinary Shareholders' Meeting of 20 April 2021 and to be carried out by the final deadline of 30 June 2026.

CURRENT TEXT PROPOSED TEXT

5.3 - Unchanged

5.4 "On 06 May 2024 the Extraordinary Shareholders' Meeting resolved to increase the share capital, in one or more tranches, by a nominal maximum amount of 3,720,000 euros, through allocation, pursuant to Article 2349 of the Italian Civil Code, of a corresponding amount withdrawn from retained earnings reserves, with the issuance of no more than 3,000,000 of ordinary shares, to be assigned free of charge to the beneficiaries of the incentive plan approved by the same Ordinary Shareholders' Meeting of 06 May 2024 and to be carried out by the final deadline of 30 June 2028".

CURRENT TEXT PROPOSED TEXT

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Please note that the proposed amendments to the Bylaws do not attribute the right of withdrawal to Shareholders who do not contribute to their approval, as they do not fulfil any of the grounds for withdrawal provided for in Article 2437 of the Italian Civil Code and in the Bylaws.

*******

Dear Shareholders,

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

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

• having acknowledged the proposal made by the Board of Directors; and having examined the related report;
• having acknowledged approval by today's Ordinary Shareholders' Meeting of the incentive plan called "2024-2025 Co-Investment Plan reserved for employees of Italgas S.p.A. and/or Group companies";

resolved

(i) to increase the share capital by a maximum amount of 3,720,000 euros (three million seven hundred and twenty thousand), by issuing, in one or more tranches, a maximum number of 3,000,000 (three million) of new ordinary shares, to be allocated free of charge, through allocation, pursuant to Art. 2349 of the Italian Civil Code, of a corresponding amount withdrawn from the retained earnings reserves to employees of the Company and/or of Group companies, to beneficiaries of the incentive plan approved by the Ordinary Shareholders' Meeting of 06 May 2024, and to be carried out by the final

deadline of 30 June 2028, with allocation to capital of 1.24 (one point twentyfour) euros per share;

(ii) to amend Article 5 of the Bylaws as set forth in the Board of Directors' Explanatory Report and in the text below:

"ARTICLE 5

5.1 The Company's share capital is 1,003,843,958.76 (one billion three million eight hundred forty-three thousand nine hundred fifty-eight point seventy-six) euros, divided into 811,242,309 (eight hundred and eleven million two hundred and forty-two thousand three hundred nine) shares without par value;

5.2 The Shareholders' Meeting may resolve to increase the share capital, determining the terms, conditions and arrangements thereof. The share capital may be increased: by transfer in kind or of assets and with the issue of new shares, including special categories, to be assigned free of charge pursuant to art. 2349 of the Italian Civil Code.

5.3 On 20 April 2021 the Extraordinary Shareholders' Meeting resolved on a share capital increase, in one or more tranches, for the nominal maximum amount of 5,580,000 euros, of which 4,963,610 now remain, through allocation pursuant to Art. 2349 of the Italian Civil Code of a corresponding amount taken from retained earnings reserves, with the issuance of no more than 4,500,000 ordinary shares, of which 4,002,911 now remain to be assigned free of charge to the beneficiaries of the incentive plan approved by the Ordinary Shareholders' Meeting of 20 April 2021 and to be carried out by the final deadline of 30 June 2026.

5.4 On 06 May 2024 the Extraordinary Shareholders' Meeting resolved to increase the share capital, in one or more tranches, by a nominal maximum amount of 3,720,000 euros, through allocation, pursuant to Article 2349 of the Italian Civil Code, of a corresponding amount withdrawn from retained earnings reserves, with the issuance of no more than 3,000,000 of ordinary shares, to be assigned free of charge to the beneficiaries of the incentive plan approved by the same Ordinary Shareholders' Meeting of 06 May 2024 and to be carried out by the final deadline of 30 June 2028";

(iii) to attribute to the Board of Directors, and on its behalf to the Chair and the Chief Executive Officer in office at the time and severally, the powers to implement the preceding resolutions, including but not limited to:

• the power to amend article 5 of the Company bylaws as regards the part concerning the capital increase and the number of shares of which it is comprised, in relation to the total or partial subscription of the capital increase, and also to file said amendments at the Business Register;
• the power to perform all activities, prepare, submit and sign all documents or deeds that are required, necessary or appropriate for the purposes of executing the capital increase resolved on and to perform all preparatory, additional, instrumental or consequent activities, giving the legal representatives in office at the time the power to act severally for all and any activities not reserved by law or internal regulations to the remit of the collegial body;
• the power to perform all actions necessary and appropriate to execute the resolution, also conferring on the legal representatives in office at the time the power to act severally to introduce the changes permitted or requested for registration in the Business Register;
• (iv) to establish that, if the capital increase resolved on is not fully subscribed by the final deadline of 30 June 2028, the capital shall in any case be understood as increased for an amount equal to the shares issued."

Milan, 12 March 2024

The Chairperson of the Board of Directors

Ms Benedetta Navarra