Italgas

AGM Information • Mar 10, 2025

Italgas S.p.A.

ORDINARY SHAREHOLDERS' MEETING OF 13 May 2025

SINGLE CALL

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

the Shareholders' Meeting

Item 5

"5. Appointment of the Board of Statutory Auditors.

• 5.1 Appointment of the members of the Board of Statutory Auditors.
• 5.2 Appointment of the Chairperson of the Board of Statutory Auditors.
• 5.3 Determination of the remuneration of the Chairperson and the members of the Board of Statutory Auditors".

Dear Shareholders,

this Report on the appointment of the Board of Statutory Auditors of Italgas S.p.A. (the "Company" or "Italgas") has been prepared pursuant to Article 125-ter, subsection l, of Legislative Decree no. 58/1998 and subsequent amendments and integrations (the "CLF") and Article 84-ter of the Regulation adopted by Consob resolution no. 11971/1999 and subsequent amendments and integrations (the "Issuers' Regulation").

This Report was approved by the Board of Directors at the meeting on 12 February 2025 and is made available to the public, as established by law and regulations, at the Company's registered office, on the Company's website (www.italgas.it), and by other means as required by current legislation.

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The term of office of the Board of Statutory Auditors of Italgas appointed by the Shareholders' Meeting of 26 April 2022, expires with the approval of the financial statements for the year ended 31 December 2024. Therefore, the Board of Directors calls on you to proceed with the appointment of the new control body in compliance with the applicable regulatory and bylaw provisions.

That being said, the content of the main applicable provisions and Bylaw clauses that govern the composition, duration of office and procedure for appointing members of the Company's Board of Statutory Auditors are set out below.

Via Carlo Bo, 11 - 20143 Milano

1.1 Composition and term of office of the Board of Statutory Auditors.

Pursuant to art. 20 of the company Bylaws (the "Bylaws"), the Board of Statutory Auditors is composed of 3 standing members and 2 alternates.

All members of the Board of Statutory Auditors must satisfy the independence requirements established in art. 148, subsection 3, of the CLF. In this regard, it should also be noted that the Corporate Governance Code approved by the Corporate Governance Committee (the "Corporate Governance Code"), to which the Company adheres, recommends that the control body should have an adequate composition to ensure the independence and professionalism of its function, and that all members of the control body itself should meet the independence requirements set forth in the Corporate Governance Code for directors (see Recommendation 7); on 16 December 2024, the Board of Directors of Italgas, upon the proposal of the Appointments and Compensation Committee, approved the quantitative and qualitative criteria for assessing the independence of the Directors and Statutory Auditors of Italgas pursuant to Recommendation No. 7, letters c) and d), and identified "close family members" for the purposes of Recommendation No. 7, letter h) of the Corporate Governance Code. These criteria are set forth, inter alia, in the "Guidelines of the Board of Directors of Italgas S.p.A. to Shareholders on the future size and composition of the new Board of Directors" made available to the public on the Company's website www.italgas.it ("Investors" "Governance" – "Shareholders' Meeting" – "Shareholders' Meeting: 13 May 2025" section) and on the authorised storage mechanism "eMarket STORAGE" at , to which reference should be made.

The composition of the Board of Statutory Auditors shall also ensure a gender balance in compliance with currently applicable regulations; in this regard, it should be noted that – without prejudice to the Bylaw provisions on the composition of the slates (see paragraph 1.2 below), pursuant to Article 148, subsection 1-bis of the CLF, the lesser represented gender must obtain at least two-fifths of the effective members of the Board of Statutory Auditors, rounded down to the nearest whole number, pursuant to Article 144-undecies.1, subsection 3 of the Issuers' Regulations.

Note that, without prejudice to the incompatibilities provided for by law, persons who do not satisfy the integrity and professionalism requirements laid down by Ministry of Justice Decree No. 162 of 30 March 2000 and the Bylaws may not be elected as members of the Board of Statutory Auditors. For the purpose of applying this decree and as laid down by Article 20.1 of the By-Laws, issues closely related to the activities of the Company are commercial law, business administration and corporate finance, and the sector closely related to the activities of the Company is the engineering and geology sector.

Moreover, those who do not comply with the limits on the accumulation of administration and control offices may not be appointed as members of the Board of Statutory Auditors, as laid down by law and current and applicable regulations (art. 144-duodecies and ff. of the Issuers' Regulations).

The Statutory Auditors of Italgas, moreover, may not hold any office in the administrative or control body, or be senior managers in Eni S.p.A. or its subsidiaries, nor may they have any relationship, direct or indirect, of a professional or financial nature with said companies, as also provided for by the decree of the President of the Council of Ministers of 25 May 2012 containing "Criteria, conditions and terms for the adoption of the model for the demerger of Snam S.p.A. in accordance with article 15, of Law no. 27 of 24 March 2012."

Following the opinion of the Appointments and Compensation Committee of 06 June 2023, the Board of Directors also approved the "Diversity of corporate bodies Policy" on 13 June 2023. This policy, which contains some criteria aimed at encouraging diversity in the composition of the corporate bodies, may be consulted on the Company's website www.italgas.it ("Investors" "Governance" – "Board of Directors" section).

Finally, it is stated that, pursuant to law, the Board of Statutory Auditors being appointed shall remain in office for three fiscal years and shall therefore expire on the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2027.

1.2 Submission of slates of candidates for the office of statutory auditor.

The Board of Statutory Auditors shall be appointed on the basis of slates submitted by the Shareholders, in which candidates must be listed by means of a progressive number and in a number that does not exceed the number of members of the body to be elected. The slate must be divided into two sections: one for candidates for the office of standing auditor, the other for candidates for the office of alternate auditor. At least the first candidate in each section must be enrolled in the register of external auditors and have worked on legal audits for a period of not less than three years.

To ensure compliance with the current regulations on gender balances mentioned above, slates which – considering both sections – contain a number of candidates equal to or greater than 3 and compete for appointment to the majority of the members of the Board of Statutory Auditors, must include, in the standing auditor section, candidates of different genders. Moreover, the Bylaws state that, if the alternate auditor section of said slates lists two candidates, they must be two different genders.

Under the combined provisions of art. 20.3 of the Bylaws and Management Decision no. 123 of 28 January 2025 of the Head of the Issuer Supervision Division, slates may be presented by shareholders who own, alone or jointly with others, an equity investment of at least 1% of the share capital. In this regard, note that ownership of the minimum equity investment necessary to submit a slate is determined in consideration of the shares registered to the Shareholder on the date on which the slates are filed at the Company.

Each Shareholder may present or may participate in the presentation of just one slate, and may vote for just one slate. Adhesions and votes cast in violation of this prohibition shall not be

attributed to any slate. Moreover, each candidate must submit his/her candidacy on a single slate, under penalty of ineligibility.

The slates must be filed at Italgas' registered office by hand delivery from Monday to Friday from 8 a.m. to 6 p.m. at the following address: Italgas S.p.A. - via Carlo Bo 11, 20143 Milan c/o Corporate Secretary's Office (slates for the appointment of the Board of Directors and the Board of Statutory Auditors Shareholders' Meeting 13 May 2025) or sent by certified email to Italgas.assemblea@pec.italgas.it or to the email address segreteriasocietaria@italgas.it,at least 25 days prior to the date of the Shareholders' Meeting convened on single call to resolve on the appointment of the members of the Board of Directors and the Board of Statutory Auditors, i.e. by 18 April 2025.

In the event that a sole slate – or slates submitted by shareholders with relationships of affiliation between themselves pursuant to Article 144-quinquies of the Issuers' Regulations – is filed at the indicated deadline (i.e. up until 21 April 2025), additional slates may be submitted up to the third day following the original expiry date, without prejudice to Article 147-ter, subsection 1-bis, last sentence, of the CLF. In this case the aforementioned threshold of 1% required shall be reduced to half and it shall therefore be 0.5% of the share capital.

The following must be filed together with each slate: (i) information on the identity of the shareholders who have submitted the slates, indicating the total percentage of share capital held; (ii) a declaration by the shareholders other than those who hold (even jointly) a controlling or relative majority interest, certifying the absence of any affiliation referred to in Article 147-ter, subsection 3 of the CLF, of Article 144-quinquies of the Issuers' Regulations; (iii) a curriculum vitae containing exhaustive information on the professional characteristics of each candidate, highlighting any administration and control positions held in other companies, as well as declarations whereby the individual candidates accept the nomination and undertake – if appointed – to accept the position and certify, under their own responsibility, the absence of any grounds for incompatibility and ineligibility against them, as provided for by art. 2382 of the Italian Civil Code and of disqualification from the office of director adopted against them in a Member State of the European Union pursuant to Article 2383, subsection 1, of the Italian Civil Code as well as the existence of the regulatory and statutory requirements for the respective offices.

Those who have submitted slates must also file a copy of the certifications issued by duly empowered intermediaries certifying ownership of the number of shares necessary to submit said slates, within the terms and following the procedures indicated in current regulations.

In this regard, it is specified that these certifications may also be produced after the filing of the slates, provided that it is by 22 April 2025 at 6:00 p.m.

In compliance with the provisions on this matter, at least 21 days prior to the date of the Shareholders' Meeting in a single call (that is, by 22 April 2025), the Company shall make available to the public at the registered offices, on the authorised storage mechanism "eMarket STORAGE" at the address emarketstorage.it and on the website of Italgas www.italgas.it

("Investors" "Governance" – "Shareholders' Meeting" – "Shareholders' Meeting: 13 May 2025" section) the slates of candidates, together with the documentation filed with them.

1.3 Procedure for appointing members of the Board of Statutory Auditors.

Pursuant to the Bylaws, two standing auditors and one alternate auditor shall be drawn from the slate that has obtained the majority of votes; the other standing auditor and the other alternate auditor shall be appointed in accordance with the procedures set out in Article 13.5, letter b) of the Bylaws and in paragraph 1.4 (Procedures for the appointment of members of the Board of Directors), letter b) of the explanatory report on item 4 on the agenda (regarding the appointment of the Board of Directors, available on the Italgas website: www.italgas.it, "Investors" "Governance" – "Shareholders' Meeting" – "Shareholders' Meeting: 13 May 2025" section), to be applied separately to each of the sections into which the other slates are divided.

If the application of the procedure described above does not allow, as regards standing auditors, compliance with the regulations on gender balance, the quotient of votes to be attributed to each candidate from the standing auditor sections of the different slates, is calculated by dividing the number of votes obtained in each slate by the number of the order of each of the aforementioned candidates; the candidate of the most represented gender who has the lowest quotient among candidates from all slates, is replaced by the candidate belonging to the least represented gender listed, with the subsequent highest order number, in the same standing auditor section of the slate of the replaced candidate, or, subordinately, in the alternate auditor section of the same slate of the replaced candidate (who, in this case, takes over the position of the alternate candidate he/she replaces); otherwise, if this operation does not allow compliance with regulations on gender balance , the candidate is replaced by the individual appointed by the Shareholders' Meeting with a legal majority, so that a Board of Statutory Auditors compliant with the law and the Articles of Association can be constituted. In cases in which candidates from different slates have obtained the same quotient, the candidate to be replaced is the candidate of the slate from which the greatest number of auditors is selected, or, subordinately, the candidate from the slate that has received the least number of votes, or, in case of equal number of votes, the candidate that has obtained less votes by the Shareholders' Meeting in a specific voting round.

For the appointment of standing auditors, who, for any reason, are not appointed in accordance with the procedures described above, the Shareholders' Meeting resolves by legal majority, in order to ensure that the composition of the Board of Statutory Auditors is compliant with the law and the Articles of Association.

1.4 Appointment of the Chairperson of the Board of Statutory Auditors.

Pursuant to art. 20.3 of the Bylaws, the Shareholders' Meeting shall appoint as Chairperson of the Board of Statutory Auditors the standing auditor elected with the procedures set out in art.

13.5, letter b) of the Bylaws, from the Minority Slate, already described under letter b) of paragraph 1.4 (Procedure for appointing members of the Board of Directors) of the explanatory report on item 4 on the agenda.

1.5 Remuneration due to the Chairperson and the members of the Board of Statutory Auditors.

Finally, Shareholders are called to resolve on the annual remuneration due to members of the Board of Statutory Auditors for the entire duration of their office pursuant to art. 2402 of the Italian Civil Code. They also receive reimbursement for expenses incurred in connection of their duties.

In this regard, the Board of Directors – without prejudice to the Shareholders' right to submit additional and different resolution proposals – proposes to confirm the current gross annual compensation due to the Chairperson of the Board of Statutory Auditors and each Statutory Auditor at 70,000 euros and 45,000 euros respectively, plus reimbursement of the expenses incurred.

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Recommendations to Shareholders submitting a slate

The Board invites:

• Shareholders submitting their own slates of candidates for the appointment of the control body, to ensure that such slates are accompanied by all information necessary for shareholders to cast their votes in an informed manner, including an indication of the candidate they intend to propose at the Meeting as Chairperson of the Board of Statutory Auditors (if drawn from that slate);
• shareholders submitting a slate containing a number of candidates exceeding half of the members to formulate - and transmit in the same manner as for the filing of slates - any proposals for the appointment of the control body (remuneration), with sufficient advance notice so that such proposals can be published by the Company at the same time as the slates.

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Dear Shareholders,

You are therefore invited to resolve as follows.

(i) In relation to point 5.1 "Appointment of the members of the Board of Statutory Auditors":

you are invited to vote for one of the slates presented and published pursuant to the provisions of law and of the Bylaws.

(ii) In relation to point 5.2 "Appointment of the Chairperson of the Board of Statutory Auditors":

the Standing Auditor indicated in the minority shareholders' slate who obtains the greatest number of votes shall become the Chairperson of the Board of Statutory Auditors.

If, for any reason, there are no minority slates and/or no Auditors are appointed by way of the slate vote, you are invited to appoint as Chairperson of the Board of Statutory Auditors the candidate proposed by the Shareholders, who shall be elected pursuant to the Bylaws.

(iii) In relation to point 5.3 "Determination of the remuneration of the Chairperson and the members of the Board of Statutory Auditors": you are invited to approve the proposal to fix the gross annual compensation due to the Chairperson of the Board of Statutory Auditors and each Statutory Auditor, respectively, in 70,000 euros and 45,000 euros, plus reimbursement of the expenses.

Milan, 12 February 2025

The Chairperson of the Board of Directors Ms Benedetta Navarra