Italgas

Environmental & Social Information • Oct 7, 2024

The European Gas Distribution Champion

2i Rete Gas acquisition and Strategic Plan to 2030

Milan, 7 October 2024

Disclaimer

This presentation contains forward-looking statements regarding future events and the future results of Italgas that are based on current expectations, estimates, forecasts, and projections about the industries in which Italgas operates and the beliefs and assumptions of the management of Italgas. In particular, among other statements, certain statements with regard to management objectives, trends in results of operations, margins, costs, return on equity, risk management are forward-looking in nature. Words such as 'expects', 'anticipates', 'targets', 'goals', 'projects', 'intends', 'plans', 'believes', 'seeks', 'estimates', variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Therefore, Italgas's actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, economic conditions globally, political, economic and regulatory developments in Italy and internationally. Any forward-looking statements made by or on behalf of Italgas speak only as of the date they are made. Italgas does not undertake to update forward-looking statements to reflect any changes in Italgas's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any further disclosures Italgas may make in documents it files with the Italian Securities and Exchange Commission and with the Italian Stock Exchange.

Index

2 Gas networks are core for energy transition

AI to mark a new untapped performance improvement potential 3

Italian gas distribution business at the centre of Group's transformation 4

Development of Greece, Water and Esco continues 5

ESG targets extended to the combined group 6

7 Strategic Plan financials

4

2i Rete Gas acquisition

Italgas to acquire 2i Rete Gas

"Italgas Group marks a historic milestone in its long and prestigious history. The acquisition of 2i Rete Gas allows us to become the leading operator in Europe in the gas distribution sector, after being recognized as a global benchmark in terms of innovation and digitalization"

KEY TRANSACTION TERMS	Equity Value of €2.06bn1 corresponding to an Enterprise Value of €5.3bn2 Implied EV/RAB 2025E multiple of 1.04x Closing expected in 1H 2025 following regulatory approvals
FUNDING STRUCTURE	Transaction is fully financed €2.2bn bridge facility agreement signed, to be refinanced via capital markets transactions and €1.0bn rights issue aimed at maintaining the current credit rating profile Stand-by underwriting agreement signed for the full amount of the capital increase
VALUE CREATION	Deal accretive from year 1, with 15% accretion by 20293 ~€200mn synergies by 2030 from cost savings, operational efficiencies and AI And >€80mn additional revenues by 2030 from increased investments unlocked by the transaction Dividend policy confirmed with improved floor

Note: (1) locked box date 31.12.2023; (2) calculated accounting for net financial indebtedness and other net financial charges as of December 2023 equal to €3.25bn; (3) pre-PPA impact, based on 2023-29 Strategic Plan EPS, adjusted for the "bonus element" as per IAS 33 accounting principle

ü ~94% smart meters penetration

2i Rete Gas Key financial and physical data

6 Source: Data from 2i Rete Gas press releases on annual results, 2023 numbers include impacts of resolution 737/2022 with revenues recognition for meters replaced before the end of useful life

€4,9bn of RAB end 2023

Note: (1) Consolidated as equity participation

Transaction fully aligned with core strategic pillars

A transformational deal that will lead to the creation of the European champion in regulated gas distribution, with a unique investing and innovation capability, while unlocking significant valuecreation opportunities for all stakeholders.

European champion

Unmatched opportunity to accelerate the consolidation of the Italian market, stepping up investments and enabling uniform development of the sector.

3

Platform of scale to foster investments and energy transition

Increased scale as the key enabler to address and strategically support the ecological transition path in line with EU targets

7

Highly accretive and value enhancing transaction

Opportunities for growth and innovation and synergies to the benefit of all shareholders and all gas system stakeholders, thanks to Italgas' superior know-how and industrial expertise

Creating the new European champion of gas distribution….

The deal paves the way for the creation of the largest European operator1 in gas distribution The resulting market share in Italy will continue to be lower than most of the other national 1 champions

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Note: (1) by redelivery points in Italy and Greece based on the sum of Italgas and 2i Rete Gas redelivery points at the end of 2023; Source: Companies data

… while accelerating sector consolidation in Italy

While waiting for tenders to take place, selected M&A was a way for operators to consolidate. Nevertheless, the sector is still highly fragmented and diverse 1 Thanks to the deal, needed investments will accelerate while enabling uniform sector development

Main consolidation moves since 2012

Italgas	20 deals, ~€0.4 bn worth of EV + consolidation of Toscana Energia and integration of Napoletana Gas
2i Rete Gas	Acquisition of Gas Natural and Edison Assets Overall: 5 deals, ~€0.9 bn worth of EV
Other1	Hera – Acegas Gas Plus – Rete Gas Fidenza Iren/Acea/Ascopiave – asset A2A

Energy transition requires best in class operators, with scale and investment capacity

Creation of the #1 distribution operator in Europe resulting in the ability to lead the ecological transition

The energy trilemma

Increased recognition of the need for integrated solutions. Ecological transition is not the only priority, energy security and competitiveness must be

Scale is a key competitive advantage for gas distribution

Only large players have the investment capacity and skills to address the ecological transition challenge through deep innovation

Strong value creation potential from synergies and efficiencies…

The integration with 2i Rete Gas will lead to €200mn additional EBITDA by 2030, resulting from new areas of efficiency and synergies identified in the two Groups, also made possible 3 by AI

Cost savings, efficiencies and AI

Sharing of best practices Centralization of procurement Streamlining of costs Workforce upskilling and reskilling and insourcing

Digitization and AI driven

€200mn 12% of combined 2023 EBITDA

2026 savings 2028 savings 2030 savings €mn

… unlocking opportunities for additional investments, benefitting from Italgas' digitization expertise

Digitization is core for green gases dispatching, smart maintenance, operational efficiency and uniform sector development.

2i Rete Gas1 vs Italgas2

3

Higher presence in less densely populated areas Higher number of decompression stations and reduction units Similar network length

Limited digitization

Decompression stations Re. Mi.1,2 (#)	1,278	973
Reduction units1,2 (#)	16,382	8,112
Network length1,2 (km)	71,939	74,110
Smart meters penetration1,2	~94%	~98%

~€0.8bn incremental investments driving >€80mn revenues in 2030 through RAB remuneration

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Opportunity

Complete assets digitization, based on Italgas technological specifications

Full integration of centralized system (IoT, metering, billing, wfm, move to Cloud)

Integration into DANA 2.0 creating a single network management system

Additional opportunities with AI developments applied on a larger scale

Price implies attractive multiples and strong EPS accretion

Implied deal multiple pre-synergies at discount versus peers and previous transactions

Highly attractive transaction terms1

EV/RAB 2025 multiple of 1.04x EV/EBITDA 2025 pre-synergies of 8.9x

Cost synergies, efficiencies and AI opportunity

€200mn run-rate additional EBITDA by 2030 because of the combination

Digitization and capex boost

~€0.8bn incremental investments driving >€80mn revenues in 2030 through RAB remuneration

Gas networks are core for energy transition

Decarbonization and competitiveness

European energy costs remain high vs history. To manage long-term security of supply and meet European decarbonization targets, in a fast and efficient way, a pragmatic technologyneutral approach is needed. For Italgas, sector coupling remains the solution.

High energy costs and price volatility are impacting EU competitiveness

More ambitious decarbonization targets compared to US and China

Lack of natural resources and geopolitical insecurity affecting global energy markets

Booming datacentres energy demand puts security of supply back in the spotlight

Key challenges for Europe Potential solutions for achieving EU climate targets in an efficient and competitive way

• 1. Leverage on sector coupling and circularity
• 2. Technology-neutral approach
• 3. Green gases development and efficient use of existing infrastructure
• 4. EU-level coordinated infrastructure development and demand aggregation
• 5. Focus on energy efficiency

Gas networks are core for energy transition

In Italian PNIEC 20241 gas infrastructure maintains a core role in energy transition, ensuring system security and flexibility if coupled with renewables development.

PNIEC main objectives relevant for DSOs

Upgrading and adapting infrastructure

to carry multi molecule vectors (H2, e-methane, … - also considering physical volumes of H2 compared to natural gas)

Biomethane production boost

and development of renewable gases circular supply chain to increase renewable gases penetration in final uses (sectors integration and circular economy)

Decreasing methane emissions and infrastructure decarbonization

Note: (1) Italian "Piano Nazionale Integrato Energia e Clima " (PNIEC or NECP according to EU standard), proposal sent to the European Commission Source: EU Comm, EBA, ENTSOG, PNIEC

Biomethane capacity growth gaining momentum

Italy is among the top-3 countries in Europe in terms of planned biomethane investments to 2030, according to EBA.

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x10 2022-30

Hydrogen is the energy for the future

19

Hydrogen momentum continues to accelerate, Europe is the largest region in terms of announced supply (~14 Mt)

Out of \$570bn investment announced, \$310bn are in a more advanced phase (between feasibility study and operational)

~1,000 projects with full or partial commissioning (COD) expected by 2030

Notes: (1) Project announcements below 1 MW excluded; includes 7 projects without specified type; (2) Jan 2023 values have been updated to most recent capex estimations to keep values comparable; (3) Restatement of Jan 2023 data for Japan and South Korea prevents comparison to Oct 2023 data

Our strategy to 2030

Innovation lead approach is the trademark of our strategy in support of the energy transition and for shareholders' value maximisation. Now factoring 2i Rete Gas acquisition and the potentials of a new wave of AI-driven transformation across all businesses

Gas distribution in Italy 2i Rete Gas fully integrated into the plan. Continuous upgrade and digitization of the network in support of energy transition

Gas distribution in Greece ongoing network upgrades and expansion to increase digitization and gas penetration. Corporate transformation continues.

Water bring acquired assets at Italgas' standard, leveraging on tech capacity of the Group and look for further inorganic growth opportunities

Energy efficiency seek selected high margin growth streams via a combination of organic initiatives and M&A.

Low-risk profile, profitable longterm growth, and attractive shareholders' return

Deep integration of strategic and sustainability objectives

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EXPLOIT AI POTENTIAL TO FURTHER IMPROVE OPERATIONAL EXCELLENCE AND PROFITABILITY ACROSS ALL BUSINESSES

3

AI to mark new, untapped performance improvement potential

With gas network digitization almost completed we are already looking at the next step

AI will create several opportunities to unlock further improvements in operational excellence and profitability enhancement for all Italgas business areas

Key opportunities

• Increased level of insight for decision-makers
• Additional step towards process automation, leading to a faster time-to-response and costs reduction
• Enhanced service quality & safety
• Improved employee well-being linked to the reduction of lower value-added activities

Potential challenges

• Increasing IT systems complexity required to process advanced data analysis
• Enhanced data management standards (e.g. privacy, fairness, explainability, etc.)
• Potentially increasing risk of cyber-threats

AI to unlock further return potential

The innovation lead approach is the trademark of Italgas strategy

By 2030, we anticipate €80m of potential positive impact on EBITDA from AI

Note: (1) excluding smart meters (2) At constant perimeter, gross of inflation (3) In terms of MVPs - Minimum Viable Products

How we are framing the AI opportunity

We have already identified 100+ potential AI applications across all Italgas' operations

Smart maintenance models based on Machine Learning, to identify critical portions of the network to be replaced

TODAY

Engineering e.g. GenAI-based project design drafting

Permitting e.g. Automated permit management

Procurement e.g. GenAI-based tender drafting and vendors' qualification process

Construction

e.g. AI-enabled supervision and technical compliance and image recognitionbased checks

Work on Site Remote control of construction site activities through AI

Capex management Service and Maintenance Customer support

Scheduling e.g. GenAI agenda optimization

Dispatching e.g. AI-enhanced allocation of fieldintervention

Execution e.g. GenAI enabled report production

Maintenance e.g. Self-driving vehicles equipped with Picarro technology

Information request e.g. multichannel support based on AI

Metering/billing e.g. GenAI-enabled anomalies detection

Connection request

e.g. Automated processing of quotations based on GenAI document and image processing

Claim management e.g. GenAI-enabled claims processing

4

Italian gas distribution business at the centre of Group's transformation

Italian gas distribution business at the centre of Group's transformation

Successful integration with 2i Rete Gas will allow to fully exploit the potentials of the foreseen new AI-driven Group's transformation while progressing on a new digitization wave

Core Italian distribution: Investment focus aligned with gas infrastructure priority role in support of energy transition. Increased investments reflect also the need to align 2i Rete Gas digitization levels to Italgas' ones and AI opportunities as well as combined network repurposing effort

Tenders net of mandatory disposals plan assumes tenders to take place as per revised time schedule – significantly reduced weight on total investments

Plan targeted distribution capex spending confirms technology driven approach

Expect to replicate Italgas' approach on 2i Rete Gas network, with unitary KPIs to converge over a few years period. Fostering biomethane connections and H2 readiness.

Digitization New digitization wave is driven by the effort to align the 2i Rete Gas network to Italgas' digitization levels

Repurposing, upgrade and maintenance

Pipelines replacement with a predictive and smart maintenance approach

Extensions and New grids

Network development including commitments taken on ATEMs won

Technical innovation and energy efficiency Reduction of energy intensity of assets and processes

Centralised capex

Optimization following 2i Rete Gas integration. Move to Cloud

Acquisition impact

Improve asset efficiency and remote-control capabilities. Favour green gases injection. Reduce leaks and emissions. Increase efficacy of interventions and shorten construction time IT upgrade

Digitization next wave of AI-driven development already in sight

Targeting large-scale installation of Nimbus, our H2-ready Smart Meter, also on 2i Rete Gas network. Already working on DANA 2.0 AI-enabled Automation upgrade

On going pre-series field tests operational data confirm best in class performance +20% remote management performance1 99% remote reading performance

Large-scale installation starting in 2025 mln Data management with AI algorithms

Nimbus fully compatible with 2i Rete Gas LP-WAN network based on concentrators to transfer meter's data

Nimbus – data DANA 2.0: AI-enabled Automation

Network optimization Real-time monitoring, analysis and automated optimization

Predictive

maintenance

Prediction of maintenance needs and corrective interventions

Anomalies detection and correction AI-enhanced anomalies detection and automated event resolution

Emergency intervention

Intervention identification and automated dispatching

Notes: (1) vs other NB-IoT meters; (2) confirmed 2025 for Italgas current perimeter

Plan designed to support green gases and their injection in the gas network

Fostering new biomethane connections also via partnering with local players Strategy applied both in Italy and Greece – including 2i Rete Gas network. H2 readiness work progressing

Biomethane support strategy fully integrated in Strategic Plan

Working to simplify new connections and advancing on reverse flow pilot projects (operational 1H 2025)

• Network repurposing and digitization to support green gases injection also leveraging on AI potential
• Design to cost applied to reduce new biomethane connection costs
• Partnership and MOU with multiple biomethane value chain players to share knowledge and experiences and promote connections

Evaluate possible participation in biomethane projects

Evaluating possible minority participation in projects for the development of Biomethane across Italy to favour growing production

Updated tenders time schedule

Tenders will continue allowing incremental growth Assumed investments profile reflects estimated tenders' calendar

2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Post 2030 2017-23 6 tenders 2024-30 Plan scenario 171 tenders Plan Scenario

~€1.1bn total investments for tenders net of disposals in 2024-30

Development of Greece, Water and Esco continues

Greece core contributor to our growth effort

Focus on infrastructure development in support of the Country's long-term ecological targets while corporate transformation progresses

Development of green gas-ready infrastructure to enable energy transition

New methanizations and small LNG supply infrastructure

Asset digitization enabling remote control and management, towards AI-enabled automation

Market development to foster the use of gases to substitute more pollutant and less affordable sources

Unified tariff proposed to promote fairness and foster a more efficient end equitable gas distribution system

DIGITIZATION

Wireless communication with field

Traditional meters replacement with Nimbus starting in 2025 DANA adoption by 2026 Certification Bluetooth connection

BIOMETHANE

Significant scale-up of biomethane production is expected by 2030. 32 plants to be connected to ENAON grid

GAS CONSUMPTION

Tested for up to 23% H2 by weight

Accurate volume and pressure corrected measurements

MID, H3, RED, ATEX and ROHS

Operative sensors Pressure and temperature measurement

Anti-tampering New sensor for unauthorized removal detection

Safety sensors Seismic and fire detection sensors

• 50% in the last 5 years expected to almost double by 2030

Corporate transformation continues to fully align ENAON to Italgas' standards

First achievements have been positive Now working on further initiatives that will allow Enaon to perform in a more effective, efficient, and uniform way across the Country and the Italgas Group

• Improve and standardise Way of Working and business processes
• Creation of a unified IT Landscape to be ready to exploit AI-enabled opportunities
• Adoption of innovative solutions leveraging on the Group's experience
• Improved cyber security posture and robustness of disaster recovery

Key objectives Reorganization and rebranding

Holding company ENAON provides all administrative services Operating unit ENAON EDA covers all technical activities

Technological transformation

DSO Systems

• Processes standardization
• Customer facing enhancement

New technologies

• DANA adoption
• Upgrade of existing GIS
• AI transformation

IT Infrastructure & security

• Full cloud adoption
• Expansion of internal network
• Cybersecurity enhancement
• AI

Expansion-driven investment plan, supported by strong market demand for the substitution of less competitive residential oil and coal consumption. Digitalization effort leverages on Italian experience

Investments revised upwards to €1bn

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Km

Target

~€1.0bn Total investments 2024-30

>11,000

+3,100

Km of network

Water networks performance improvement is the priority

Transform network operations transferring technology and expertise matured in gas distribution. Deep involvement in all companies' planning and operations

Key Initiatives

Digitization and automation of 100% of network and plants

Centralized control room, including AIenhanced leak detection, smart maintenance and data analysis features

Massive replacement of pipelines/connections supported by PNRR funds

Smart meters roll-out to optimize metering and billing process

DANA 2.0 for Water

• Leak detection
• Water quality
• Water volumes and pressure monitoring
• Control room

-33% Energy consumption2 -33% Scope 1 and 22

Full involvement in the management of all assets with well-defined initiatives

Water transport 96 km of network 4 mln people served 247 Mcm/year of water delivered

Water distribution 300 km of network 0.1 mln people served 17 Mcm/year of water delivered

Investments in digitalization to harmonize ICT systems to Group standards and models

Roadmap defined to upgrade control room with AI enabled automation system

Increase in the number of control points with the installation of new flow meters

Digitization of water service through network districting and implementation of a continuous monitoring system

Completion of smart meters' roll-out

Replacement of ~61km of pipes/connections to reduce water losses, supported by PNNR funds

Loss reduction1

Full involvement in the management of all assets with well-defined initiatives

75% STAKE Water transport 1,734 km of network 1.6 mln people served 73 Mcm/year of water delivered

49% STAKE Water transport, distribution, and swage 6,580 km of network 0.6 mln people served 35 Mcm/year of water delivered

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Digitalization and automation to enable remote management of network and plants

Centralized control room implementation, enabling real-time monitoring and AI-enhanced loss detection and maintenance planning

Increase the number of monitoring equipment along the network including smart meters, flow meters, pressure meters

Replacement of ~180 km of pipelines/connections and construction of ~80 km of new pipelines

Digitalization to enable remote management of network and plants

Replacement of ~700km pipelines/connections and construction of ~30km of new pipelines supported by PNNR funds

Improve water supply in the Pontine Islands with desalters installation

Enhance purified water quality by preventing sewer overflows and improving the performance of the treatment plants

Target Loss reduction -60%

Expect water to reach c€90mn EBITDA by 2030

Strategic plan assumes Siciliacque and Acqualatina full consolidation over plan horizon and further M&A by 2030. In 2023 only Nepta was consolidated

ESCo new goals set after the Superbonus era

Market is resetting after the booming Superbonus impact in 2023 Now building the new foundations for growth confirming focus on profitability

Digitalizing all services offered to customers Use AI to improve operational efficiency and service quality

Residential

• Focus on large residential buildings
• Consolidation of experience matured during the Superbonus cycle
• ~5mln buildings in Italy to be upgraded to meet EPBD1 targets

Industrial

• Focus on medium-sized enterprises
• Ability to offer both EPC and turn-key projects
• Sector to contribute to 12 TWh total energy savings by 2030

PA

• Opportunistic participation in local tenders / PPPs

Energy management: Italgas' case

Geoside has significantly contributed to improve Italgas energy performance, allowing for a in industrial consumption by 15 percent and civil by 30-50 percent

The Journey

Continuous

Achievements 2021-2023

Gas consumption for preheating at -15% decompression stations

-33% Buildings electric consumption

-55% Buildings gas consumption

1 6

ESG targets extended to the combined group

Italgas – for the future of PEOPLE

The successful integration of 2i Rete Gas will require the collaboration of all the People of the two groups and the ability to valorise their diversity for a successful inclusion. Our enhanced targets reflect this effort

Efficiency measures for industrial consumption

Constant process of optimization, renewal, digitalization of monitoring and control systems of the Group's buildings

Optimization and renewal of the car fleet; high-tech solutions for reduction of travelling for the operation

Picarro and Smart Maintenance Energy Efficiency initiatives to 2030

Also carbon removal and green gases initiatives post 2030

Note: (1) Total energy consumption minus total self-produced and consumed electricity ; (2) The perimeter of the targets is the same as the scope of consolidation for financial data as of 30th of June 2024 (excluding Water Sector companies) plus 2i Rete Gas perimeter. Any impact on the back of future M&A and ATEM tenders, if relevant, will be considered in future reviews of the target; (3) Scope 2 market based, (4) New baseline includes 2i Rete Gas 2020 Scope 1 and 2 (market-based) estimated emissions, taking into consideration also Italgas 2020 fugitive emission of natural gas/km network inspected for Scope 1 emissions and European Residual Mixes 2020 factor (by Association of Issuing Bodies) for Scope 2 emissions

2050 Net Zero

Carbon

Italgas – for the future of the PLANET

Reduction commitments to 2030 and 2050 reiterated for the enlarged perimeter

GHG Emissions Scope 31,2,

To 2030

Supply chain engagement initiatives:

• communication, awareness, training for a greater commitment from suppliers
• circular economy

Also carbon removal and supply chain initiatives from 2030

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Note: (1) The perimeter of the targets is the same as the scope of consolidation for financial data as of 30th of June 2024 (excluding Water Sector companies) plus the integration of 2i Rete Gas. Any impact on the back of future M&A and ATEM tenders, if relevant, will be considered in future reviews of the target; (2) Baseline has been updated with estimated 2i Rete Gas 2020 Scope 3 emissions, applying to 2i Rete Gas 2020 expenditures the same CEDA emission factors considered by Italgas in 2020

Strategic Plan financials

Investment plan - Italian distribution at the core

Total capex exceeding €15.6bn in 2024-30, +€7.5bn vs 2023-29, almost doubled Visibility strongly improved with lower weight of tenders. Deep alignment with EU long-term objectives.

Note: (1) 2023-2029 total investments gross of all grants of €0.3bn; (2) includes network, digitization, centralised and M&A and 2i Rete Gas acquisition investment in 2024-2030. Note 2i Rete Gas acquisition investment included.

15.6bn

Total RAB to double by 2030

Strong growth in RAB led by 2i Rete Gas integration, organic capex, and tenders Gas distribution redelivery points growth linked to 2i Rete Gas and network development in Greece

+8.0% CAGR 2023–2030 ex tenders 2023 Growth 2030 Tenders net of disposals 2030 7.8 14.9 13.4 +9.7% CAGR 2023-2030 with tenders Tenders net of disposals

47

RAB gas distribution and water Gas distribution redelivery points

EBITDA growth to outpace RAB growth thanks to efficiencies, synergies and AI…

Significant reduction in distribution cost foreseen during plan period thanks to dealrelated synergies and efficiencies and AI contribution

Note: (*) IAS 33; (1) pre-PPA impact, growth calculated assuming €1.0bn of capital increase, based on pre-deal expected EPS adjusted by the "bonus element" as per IAS 33 accounting principle; more detail of the calculation can be found in the Appendix; (2) pre-PPA impact, calculation versus on Strategic Plan 2023-2029 targeted Net Income growth expected EPS adjusted by the "bonus element" as per IAS 33 accounting principle; more detail of the calculation can be found in the Appendix

Well-balanced envisaged acquisition financing to ensure strong capital structure post deal…

Acquisition to be financed with debt and €1.0bn of pre-underwritten equity right issue Target capital structure allows to preserve current rating

Envisaged deal financial structure Credit metrics post deal1

4x 5x 6x 2026 2030 Net Debt / EBITDA

Target ratios are well within the thresholds set by rating agencies, improving through the plan period

Note: (1) reflects business plan assumptions on deal financing structure, technical capex and additional external growth

… as strong cashflow generation, driving equity RAB growth

Cashflow generation covers group needs post deal Equity RAB per share1

Debt maturities remain well-spread also post-deal

IG BEI 2i RG BEI IG Bond 2i RG Bond IG Bank lines 2i RG Bank Lines

Financing strategy aimed at maintaining an adequate liquidity buffer and keeping the cost of debt below 3% over the plan

2i Rete Gas notes to be refinanced at maturity – expect no refinancing clause to be trigged

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Guidance

€	2024		2028	2030
Revenues adj	~1.8bn	Revenues	~3.2bn	~3.6bn
EBITDA adj	~1.32/1.35bn	EBITDA	~2.5bn	~2.8bn
EBIT adj	~0,8bn	EBIT	~1.6bn	~1.8bn
Technical Capex	~0.9bn	Consolidated RAB	17.7bn	19.2bn
Net Debt excl. IFRS 16	~6.6bn	FFO/RAB	>10%	>10%
Leverage1	63%	Leverage1	65%	62%

Dividend policy to 2026 improved

Investors to keep benefitting from underlying growth through 65% payout Floor support confirmed to 2026, now starting from 2023 and with 5% growth per annum

Dividend policy

Highest of

• 65% pay-out on Adjusted Net Income per share
• DPS 2023 +5% per annum

The European Gas Distribution Champion

Transformational 2i Rete Gas acquisition fully integrated in strategy and objectives

• 15.6bn of investments at support of ecological transition, with all businesses contributing to the growth
• Already working to leverage on AI-opportunity to unlock further improvements in operational excellence and profitability

Attractive shareholders' outcome

• ü 13% CAGR EBITDA and Net Income growth 2023-2030 and ~10% CAGR EPS1 to 2030
• ü EPS accretion from 2026, growing to 15% accretion in 20292
• ü Cashflow generation driving equity RAB growth and deleverage
• ü DPS policy improved, with updated floor

Q&A

Appendix

Overview of Accounting Principle (IAS 33) on EPS

• From an accounting perspective, a rights issue is treated as a "bonus issue" of shares, meaning that it consists in an issue of new shares with no increase in resources, mixed with an issuance at fair value
  • When share reorganisations involve a "bonus element" IAS 33 requires a retrospective adjustment in the weighted average number of ordinary shares used for both basic and diluted EPS calculations
• IAS 33 ("Earnings Per Share") sets out how to apply the retrospective adjustment in the weighted average number of ordinary shares used for both basic and diluted EPS calculations to reflect the "bonus adjustment"
• Discount to TERP is irrelevant from a shareholder accretion perspective

The principle The adjustment

Restated EPS

(a) Historical EPS

x

(b) (TERP / Spot price pre rights issue)

(c) Historical restated EPS

=

To be a leading figure in the world of energy, driving its sustainable evolution and innovating each day to improve people's quality of life.

Vision 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.

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

Investor.relations@italgas.it

Anna Maria Scaglia Emanuele Isella