Italgas

Remuneration Information • Mar 11, 2025

STOCK GRANT PLAN CONNECTED TO THE TRANSACTION BONUS Informative Document

Prepared pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998 ("CLF") and Article 84 bis of the Regulations adopted by Consob with resolution no. 11971 of 14 May 1999 as subsequently amended and supplemented ("Issuer's Regulations")

CONTENTS

	DEFINITIONS 5
1.	ADDRESSEES 9
1.1	Indication of the names of the addressees who are members of the Board of Directors or management board of the issuer of financial instruments, of the companies controlling the issuer and of companies which are direct or indirect subsidiaries of the issuer 9
1.2	Categories of employees or collaborators of the issuer of financial instruments and of the companies controlling or controlled by the issuer covered by the Plan 9
1.3	Indication of the names of the beneficiaries of the Plan belonging to the following groups: 9
a.	general managers of the issuer of financial instruments; 9
b.	other executives with strategic responsibilities of the issuer of financial instruments that is not classed as "small", pursuant to Article 3, paragraph 1, letter f), of Regulation no. 17221 of 12 March 2010, if they have received, during the financial year, total compensation (obtained by adding together the monetary compensation and compensation based on financial instruments) greater than the highest total compensation attributed to the members of the Board of Directors, or the management board, and to the general managers of the issuer of financial instruments; 9
c.	natural persons controlling the share issuer, who are employees or who perform collaborative activities in the share issuer 10
1.4	Description and numerical indication, separated by category: 10
a.	of executives with strategic responsibility other than those referred to in letter b) of paragraph 1.3; 10
b.	in the case of "small" companies, under Article 3, paragraph 1, letter f), of Regulation no. 17221 of 12 March 2010, an aggregate indication of all executives with strategic responsibilities of the issuer of financial instruments; 10
c.	other categories of employees or collaborators, if any, for whom different characteristics of the Plan have been envisaged (e.g., executives, middle managers, office workers, etc.) 10
2.	THE REASONS FOR ADOPTION OF THE PLAN 11
2.1	Targets to be achieved through the allocation of the Plan 11
2.2	Key variables, also in the form of the relevant performance indicators considered for the allocation of the Plan11
2.3	Elements used to determine the amount of financial instrument-based compensation, namely the criteria with which to determine it 11
2.4	Reasons for any decision to allocate financial instrument-based compensation plans not issued by the issuer of the financial instruments, such as financial instruments issued by subsidiaries or parent companies or third-party companies to the group to whch the issuer belongs; if said instruments are not traded on regulated markets, information on the criteria used to determine their attributable value 11
2.5	Considerations of significant tax and accounting implications that had an influence on the basis of the Plan 12
2.6	Possible support for the Plan from the special Fund for the encouragement of worker participation in companies' pursuant to Article 4, paragraph 112, of Law No. 350 of 24 December 2003 12
3.	APPROVAL PROCEDURE AND TIMING FOR ASSIGNING THE INSTRUMENTS 13
3.1	Scope of powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the Plan 13
3.2	Persons tasked with managing the Plan and their function and role 13
3.3	Any procedures in place for the review of the Plan in relation also to any changes to the basic objectives 13
3.4	Description of the methods for determining the availability and assignment of the financial instruments under the Plan 14

3.5	Role played by each director in determining the characteristics of the Plan; possible recurrence of conflict of interest situations involving the directors concerned 14
3.6	For the purposes of the requirements of Article 84-bis, paragraph 1, date of the decision taken by the relevant body to propose the approval of the Plan to the Shareholders' Meeting and potential proposal of the Appointments and Compensation Committee 14
3.7	For the purposes of the requirements of Article 84-bis, paragraph 5, letter a), date of the decision taken by the relevant body regarding the assignment of the instruments and potential proposal to said body by the Appointments and Compensation Committee 14
3.8	Market price, recorded on the above-mentioned dates, for the financial instruments under the Plan, if traded on regulated markets 15
3.9	In the case of plans based on financial instruments traded on regulated markets, under what terms and in what manner does the issuer take into account – in identifying the timeframes for assigning the instruments under the Plan – any potential overlaps i time between: 15
(i)	said assignment or any decision taken by the Appointments and Compensation Committee in this regard; and. 15
(ii)	the disclosure of any relevant information pursuant to Article 114, paragraph 1; for example, where said information is: 15
a.	not already public and able to positively influence market prices, or 15
b.	already published and able to adversely affect market prices 15
4.	CHARACTERISTICS OF THE ALLOCATED INSTRUMENTS 16
4.1	Description of how the Plan is structured 16
4.2	Period of actual implementation of the Plan with regard also to any various cycles 16
4.3	End of the Plan 16
4.4	Maximum number of financial instruments, also in the form of options, that can be assigned in each financial year in relation to the persons named or the categories indicated 16
4.5	Plan implementation procedures and clauses, specifying whether the actual allocation of instruments is subject to conditions being met or to certain results, including performance results, being achieved; description of such conditions and results 16
4.6	Indication of any restrictions on the availability of the instruments allocated or instruments resulting from the exercise of options, with special reference to the time limits within which the subsequent transfer of shares to the Company or third parties is permitted or prohibited 17
4.7	Description of any termination conditions in relation to the allocation of the Plan in the event that the addressees carry out hedging transactions to neutralise any prohibitions on the sale of the instruments assigned, including in the form of options, or of the financial instruments resulting from the exercise of such options 17
4.8	Description of the effects of termination of the employment or administration relationship 17
4.9	Indication of any other grounds for cancellation of the Plan 18
4.10	Reasons for any provision for a "redemption" by the Company of the financial instruments covered by the Plan, pursuant to Articles 2357 et seq. of the Italian Civil Code; the beneficiaries of the redemption, indicating whether it is intended only for particular categories of employees; the effects of the termination of employment on said redemption 18
4.11	Potential loans or other facilities to be granted for the purchase of shares pursuant to Article 2358 of the Italian Civil Code 18
4.12	Indication of the Company's expected cost at the date of the related assignment, as determined based on the terms and conditions already established, by total amount, and in relation to each instrument of the Plan 19
4.13	Indication of any dilutive effects on the capital caused by the Plan 19
4.14	Possible limitations on the exercise of voting rights and allocation of equity rights 19

4.15	In the event that the shares are not traded on regulated markets, any information useful for a complete assessment
	of the value allocated to them 19
4.16	– 4.23 19
TABLE	19

Table 1, as provided for by paragraph 4.24 of Scheme 7 of Annex 3A to the Issuers' Regulations, shall be supplied at a later date in accordance with the procedures set out in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulations............................................................................................................................................. 19

FOREWORD

This informative document (the "Informative Document") is prepared pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented (the "Consolidated Law on Finance" or "CLF"), Article 84-bis, paragraph 1, of Consob Regulation no. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulations"), and the guidelines in Schedule no. 7 of Annex 3A to the Issuers' Regulations.

This Informative Document relates to the proposal for the payment of an incentive in the form of shares, connected to Italgas' acquisition of 2i Rete Gas S.p.A. (the "Transaction") and is intended for employees of the Group who have significantly contributed to the Transaction (the "Plan") to be submitted, pursuant to Article 114-bis of the CLF, for approval by the Ordinary and Extraordinary Shareholders' Meeting of Italgas convened for 10 April 2025, in a single call.

Any additional information required by Schedule no. 7 of Annex 3A to the Issuers' Regulations that is not included in this Informative Document will be provided during the implementation phase of the Plan, pursuant to Article 84-bis, paragraph 5, letter a), of the Issuers' Regulations.

The Informative Document is made available to the public at Italgas' registered office, in the "Governance" section of the Company's website (www.italgas.it) as well as in the manner indicated in Article 84-bis of the Issuers' Regulations.

The Plan is to be considered of "particular relevance" pursuant to Article 114-bis, paragraph 3, of the CLF and Article 84-bis, paragraph 2, letters a) and b), of the Issuers' Regulations, as it is addressed, among others, to members of the Board of Directors of Italgas and its Subsidiaries, as well as to Executives with Strategic Responsibilities of Italgas.

DEFINITIONS

As required by Schedule no. 7 of Annex 3A of the Issuers' Regulations, the following list of definitions is provided to clarify the meaning of terms, not commonly used, in this Informative Document. It is understood that terms and expressions defined in the masculine will also be interpreted in the feminine (and vice versa), and that terms defined in the singular will also be understood in the plural (and vice versa):

"Assignment"	shall refer to the resolution adopted by the Board of Directors, following consultation with the Appointments and Compensation Committee, which assigns the Shares to the Beneficiaries on the Assignment Date, contingent upon the satisfaction of the conditions outlined in paragraphs 2.3 and 4.5 of this Informative Document.
"Allocation"	shall refer to the allocation to each Beneficiary by the Board of Directors, following consultation with the Appointments and Compensation Committee, or by the person delegated for this purpose by the Board of Directors, of the Entitlements to receive the Shares once the satisfaction of the conditions described in paragraphs 2.3 and 4.5 of this Informative Document has been verified.
"Share"	shall refer to the ordinary share issued by Italgas, listed on the Euronext Milan regulated market, organised and managed by Borsa Italiana S.p.A., ISIN code IT0005211237.
"Bad Leaver"	shall refer to the following cases of termination of Employment: • disciplinary dismissal; • resignation not for just cause.
"Beneficiaries"	shall refer to the employees of Italgas and the Subsidiaries identified by the Board of Directors, following consultation with the Appointments and Compensation Committee, or, for the management roles other than Executives with Strategic

	Responsibilities, by the person delegated by the Board of Directors for this purpose, as addressees of the Entitlements.
"Closing"	shall refer to the date on which the actual transfer of ownership of 2i Rete Gas S.p.A. to Italgas will take place.
"Appointments and Compensation Committee" or "Committee"	shall refer to the Company's Appointments and Compensation Committee.
"Board of Directors"	shall refer to the Company's Board of Directors.
"Assignment Date"	shall refer to the date on which the Plan Shares are Assigned to the Beneficiaries, subject to verification of the conditions described in paragraphs 2.3 and 4.5 of this Informative Document, as resolved by the Board of Directors, following consultation with the Appointments and Compensation Committee.
"Allocation Date"	shall refer to the date on which the Allocation of Entitlements to the Beneficiaries is communicated by the Board of Directors, in a Letter of Allocation, following consultation with the Appointments and Compensation Committee.
"Entitlements"	shall refer to the entitlements attributed to the Beneficiaries to receive the Company Shares free of charge (in the amount of one Share for each Entitlement) subject to fulfilment of the conditions described in paragraphs 2.3 and 4.5 of this Informative Document. The Entitlements allocated are personal, non-transferable and available inter vivos and cannot be pledged or guaranteed. The Entitlements shall become ineffective in the event of any attempt of transfer or negotiation, including but not limited to any transfer inter vivos or, based on applicable law, any pledge or other right in rem, lien or encumbrance thereon.
"Dividend Equivalent"	shall refer to an additional number of Shares assigned to the Beneficiaries, equivalent to the ordinary and extraordinary dividends distributed by Italgas during the period between

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CERTIFIED

	the Allocation Date and the Share Assignment Date, that would have been due on the number of Shares actually assigned to the Beneficiaries, in accordance with the terms and conditions outlined in the Regulations. The number of such additional Shares is determined based on the average of the official daily prices of the Italgas Share over the 30 (thirty) calendar days preceding expiry of the 18 (eighteen) months period from the Closing Date.
"Informative Notice"	shall refer to this Plan informative document prepared pursuant to Article 114-bis of the CLF and Article 84-bis of the Issuers' Regulations, and made available to the public at the registered office of Italgas, in the "Governance" section of the Company's website (www.italgas.it), as well as in the manner specified by Article 84-bis of the Issuers' Regulations.
"Good Leaver"	shall refer to all cases of termination of Employment other than the Bad Leaver circumstances.
"Group"	shall refer to Italgas together with its Subsidiaries.
"Letter of Allocation"	shall refer to the letter in which Allocation of the Bonus is communicated to the Beneficiary.
"Transaction"	shall refer to the acquisition by Italgas of 2i Rete Gas S.p.A
"Plan"	shall refer to the stock grant plan, which involves the payment of an incentive in the form of shares related to the Transaction, and is intended for the Group's employees who have made significant contributions to the Transaction.
"Employment Relationship"	shall refer to the employment relationship between the individual Beneficiary and the Company or one of its Subsidiaries.

"Regulations"	shall refer to the regulations, approved by the Board of Directors, concerning the definition of the criteria, methods and terms for the implementation of the Entitlements.
"Issuers' Regulations"	shall refer to the Consob Regulation approved with resolution no. 11971 of 14 May 1999, containing the rules for entities issuing financial instruments, as subsequently amended and supplemented.
"Company" or "Italgas"	shall refer to Italgas S.p.A. with its registered offices in Via Carlo Bo 11 - 20143 Milan, Italy.
"Subsidiaries"	shall refer to the Company's subsidiaries pursuant to Article 2359 of the Italian Civil Code or companies which may otherwise be classified as subsidiaries in accordance with currently applicable accounting standards, or included in the scope of consolidation.
"Consolidated Law on Finance" or "CLF"	shall refer to the "Consolidated Law on financial intermediation" pursuant to Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented. The CLF introduced legislation on financial matters "based on principle", which at primary regulatory level only establishes general guidelines, deferring the definition of detailed rules to the Supervisory Authorities (e.g., CONSOB).

1. ADDRESSEES

1.1 Indication of the names of the addressees who are members of the Board of Directors or management board of the issuer of financial instruments, of the companies controlling the issuer and of companies which are direct or indirect subsidiaries of the issuer

The Beneficiaries under this Plan include the Company's Chief Executive Officer and General Manager, Mr Paolo Gallo.

If the Beneficiaries referred to in paragraph 1.2 below include persons for whom, under current regulatory provisions, identification by name is required, also in relation to the position of Director possibly held in Subsidiaries, the Company shall provide the market with the relevant information, on the occasion of the notifications required under Article 84-bis, paragraph 5, of the Issuers' Regulations.

1.2 Categories of employees or collaborators of the issuer of financial instruments and of the companies controlling or controlled by the issuer covered by the Plan

The Beneficiaries of the Plan include employees of the Company and its Subsidiaries who have contributed significantly to the Transaction.

Beneficiaries of the Plan therefore include persons belonging to the following categories:

• Executive Directors (who are also employees of the Company or of Subsidiaries);
• Executives with Strategic Responsibilities;
• other employees of the Company or the Subsidiaries.

According to the Plan Regulations, the Beneficiaries have been named by the Board of Directors, after consulting with the Appointments and Compensation Committee or, for top management roles other than Executive Directors (who are also employees of the Company or of Subsidiaries) and Executives with Strategic Responsibilities, by the person delegated by the Board of Directors for this purpose.

1.3 Indication of the names of the beneficiaries of the Plan belonging to the following groups:

• a. general managers of the issuer of financial instruments;
• b. other executives with strategic responsibilities of the issuer of financial instruments that is not classed as "small", pursuant to Article 3, paragraph 1, letter f), of Regulation no. 17221 of 12 March 2010, if they have received, during the financial year, total compensation (obtained by adding together the monetary compensation and compensation based on financial instruments) greater than the highest total compensation attributed to the members of the Board of Directors, or the management board, and to the general managers of the issuer of financial

instruments;

c. natural persons controlling the share issuer, who are employees or who perform collaborative activities in the share issuer

The names of further Beneficiaries who may fall within the groups indicated in point 1.3, letters a), b), c) of Annex 3A, Scheme 7, of the Issuers' Regulations shall be supplied at a later stage in accordance with the procedures set out in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulations during the implementation of the Plan.

1.4 Description and numerical indication, separated by category:

• a. of executives with strategic responsibility other than those referred to in letter b) of paragraph 1.3;
• b. in the case of "small" companies, under Article 3, paragraph 1, letter f), of Regulation no. 17221 of 12 March 2010, an aggregate indication of all executives with strategic responsibilities of the issuer of financial instruments;
• c. other categories of employees or collaborators, if any, for whom different characteristics of the Plan have been envisaged (e.g., executives, middle managers, office workers, etc.)

The Plan is intended for 32 Beneficiaries and includes 6 individuals identified as Executives with Strategic Responsibilities, including the Chief Executive Officer and General Manager.

The information set out in point 1.4, letters a), b) c) of Annex 3A, Scheme 7, of the Issuers' Regulations shall be provided, where applicable, during the implementation of the Plan, pursuant to Article 84-bis, paragraph 5, letter a), of the Issuers' Regulations.

2. THE REASONS FOR ADOPTION OF THE PLAN

2.1 Targets to be achieved through the allocation of the Plan

The Plan arises from the exceptional nature of the Transaction, which is of extraordinary importance to the Company, not previously planned, and expected to have significant impacts on the Company's business, market positioning, as well as on the projected results and long-term value, according to the 2024-2030 integrated strategic plan (the "2024-2030 Strategic Plan"). The Plan is designed to offer an extraordinary one-off compensation in the form of Shares to a limited number of employees of the Company or its Subsidiaries, specifically those who have made significant contributions to the Transaction. This aims to both reward and incentivise these individuals, allowing them to benefit from the increase in the company's value created by the Transaction.

2.2 Key variables, also in the form of the relevant performance indicators considered for the allocation of the Plan

A necessary condition for proceeding with the Assignment of the Shares deriving from the Entitlements is the successful Closing of the Transaction.

For further details on the conditions of the Plan, please refer to paragraphs 2.3 and 4.5 below.

2.3 Elements used to determine the amount of financial instrument-based compensation, namely the criteria with which to determine it

The Board of Directors has determined the level of incentive to be granted to each Beneficiary, after consulting, within their respective competencies, the Appointments and Compensation Committee (also in view of its role as the competent committee for related-party transactions) and the Board of Statutory Auditors. The amount of the incentives assigned to each Beneficiary varies based on the level of responsibility/criticality of the role, and the individual's contribution to the Transaction.

2.4 Reasons for any decision to allocate financial instrument-based compensation plans not issued by the issuer of the financial instruments, such as financial instruments issued by subsidiaries or parent companies or third-party companies to the group to which the issuer belongs; if said instruments are not traded on regulated markets, information on the criteria used to determine their attributable value

Not applicable.

2.5 Considerations of significant tax and accounting implications that had an influence on the basis of the Plan

There are no particular tax and/or accounting implications that have influenced the definition of the Plan.

2.6 Possible support for the Plan from the special Fund for the encouragement of worker participation in companies' pursuant to Article 4, paragraph 112, of Law No. 350 of 24 December 2003

The Plan is not supported by the special Fund for the encouragement of worker participation in companies' pursuant to Article 4, paragraph 112, of Law No. 350 of 24 December 2003.

3. APPROVAL PROCEDURE AND TIMING FOR ASSIGNING THE INSTRUMENTS

3.1 Scope of powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the Plan

The Shareholders' Meeting will grant the Board of Directors, with the right to sub-delegate to third parties, any additional powers deemed necessary and/or appropriate to fully and effectively implement the Plan. This includes, by way of example and not limited to, the authority to:

• i. assign the Shares to the various Beneficiaries;
• ii. make any useful or necessary changes or additions to the Regulations in the most appropriate manner, in accordance with the provisions of the Regulations; as well as
• iii. perform any actions, fulfilments, formalities or communications, including in respect of the public or any relevant Authority, that may be necessary and/or appropriate for the purpose of managing and/or implementing the Plan.

It being understood that any decision that concerns the Chief Executive Officer and General Manager shall be the exclusive remit of the Board of Directors, after consulting with the Appointments and Compensation Committee.

3.2 Persons tasked with managing the Plan and their function and role

The body responsible for managing the Plan is the Board of Directors, with the investigative and consultative support of the Appointments and Compensation Committee, with the power to subdelegate, in accordance with and subject to the provisions stated in the Regulations.

3.3 Any procedures in place for the review of the Plan in relation also to any changes to the basic objectives

The Board of Directors of Italgas will have the power to make changes or additions to the Plan, following consultation with the Appointments and Compensation Committee and using the most appropriate methods, upon the implementation of, among other things, the following transactions, in order to maintain the essential contents and purposes of the Plan as unchanged as possible, and in any case within the limits of the legislation in force from time to time, in the event of transactions involving the capital of Italgas that may affect the Entitlements and/or the Shares, including, by way of example and not limited to, Share splits and consolidations and the distribution of extraordinary dividends on the Shares.

The Board of Directors may also make any changes to the Regulations it deems appropriate, in order to align the Plan with laws and regulations, correct any inconsistencies, defects or omissions in the Regulations.

3.4 Description of the methods for determining the availability and assignment of the financial instruments under the Plan

As resolved by the Board of Directors on 11 March 2025, the Assignment of Shares will be made using Shares derived from a free capital increase to be executed through the use, pursuant to Article 2349 of the Italian Civil Code, of retained earnings reserves; this capital increase will be submitted for approval at the same Shareholders' Meeting convened to resolve on the Plan.

3.5 Role played by each director in determining the characteristics of the Plan; possible recurrence of conflict of interest situations involving the directors concerned

The Plan's characteristics to be submitted for approval by the Shareholders' Meeting pursuant to and for the purposes of Article 114-bis of the CLF, were determined by the Board of Directors with the abstention of the directors concerned.

The Company's Appointments and Compensation Committee was involved in developing the Plan and, in particular, proposed to the Board of Directors to adopt the Plan. There are no situations of conflict of interest within the Appointments and Compensation Committee, as no non-executive Director is an addressee of the Plan.

3.6 For the purposes of the requirements of Article 84-bis, paragraph 1, date of the decision taken by the relevant body to propose the approval of the Plan to the Shareholders' Meeting and potential proposal of the Appointments and Compensation Committee

In the meeting of 16 October 2024, the Appointments and Compensation Committee passed resolution to submit the proposal to approve the Plan to the Company's Board of Directors.

In the meeting of 24 October 2024, the Board of Directors – on the proposal of the Appointments and Compensation Committee – approved to submit the Plan for approval by the Shareholders' Meeting which has been convened, in a single call, for 10 April 2025.

3.7 For the purposes of the requirements of Article 84-bis, paragraph 5, letter a), date of the decision taken by the relevant body regarding the assignment of the instruments and potential proposal to said body by the Appointments and Compensation Committee

The Allocation of the Entitlements to the Beneficiaries has been approved by resolution of the Board of Directors and, for top management roles other than Executive Directors (who are also employees of the Company or of Subsidiaries) and Executives with Strategic Responsibilities, by the body delegated for this purpose, following consultation with the Appointments and Compensation Committee, subject to approval of the Plan by the Company's Ordinary and Extraordinary Shareholders' Meeting convened, in a single call, for 10 April 2025.

The Company will subsequently make the disclosure pursuant to Article 84-bis, paragraph 5, of the Issuers' Regulations.

3.8 Market price, recorded on the above-mentioned dates, for the financial instruments under the Plan, if traded on regulated markets

On 24 October 2024, when the Board of Directors met to establish the Plan proposal to be submitted to the Shareholders' Meeting, the Italgas' Share's official stock market price was 5.7525 euros.

The price of the Shares at the time of the Assignment of the Shares by the Board of Directors shall be disclosed pursuant to Article 84-bis, paragraph 5, of the Issuers' Regulation.

• 3.9 In the case of plans based on financial instruments traded on regulated markets, under what terms and in what manner does the issuer take into account – in identifying the timeframes for assigning the instruments under the Plan – any potential overlaps in time between:
  • (i) said assignment or any decision taken by the Appointments and Compensation Committee in this regard; and
  • (ii) the disclosure of any relevant information pursuant to Article 114, paragraph 1; for example, where said information is:
    • a. not already public and able to positively influence market prices, or
    • b. already published and able to adversely affect market prices

The entire Plan will be implemented in full compliance with the Company's information obligations under applicable laws and regulations, ensuring transparency and equal access to information for the market, as well as in accordance with the procedures adopted by the Company itself.

4. CHARACTERISTICS OF THE ALLOCATED INSTRUMENTS

4.1 Description of how the Plan is structured

The Plan provides for the Allocation to the Beneficiaries of Entitlements, which grant the Beneficiaries the right to receive Shares (one for each Entitlement), in accordance with the terms and conditions described in paragraphs 2.3 and 4.5 of this Informative Document.

Additionally, an extra number of Shares, referred to as "Dividend Equivalent", will be assigned on the Shares actually assigned, equivalent to the ordinary and extraordinary dividends distributed by Italgas during the period between the Allocation Date and the Share Assignment Date, which would have been due on the number of Shares actually assigned to the Beneficiaries, as set out in the Regulations. The number of such additional Shares is determined based on the average of the official daily prices of the Italgas Share over the 30 (thirty) calendar days preceding expiry of the 18 (eighteen) months period from the Closing Date.

4.2 Period of actual implementation of the Plan with regard also to any various cycles

The Plan provides for a single Allocation of the Entitlements to the Beneficiaries.

The Assignment of Shares is subject to the conditions described in paragraphs 2.3 and 4.5.

If the Closing is successful, the Assignment of Shares based on the Entitlements allocated to the Beneficiaries will take place 18 (eighteen) months after the Closing date.

4.3 End of the Plan

The Plan will end on the Date of Assignment of the Shares to the Beneficiaries.

4.4 Maximum number of financial instruments, also in the form of options, that can be assigned in each financial year in relation to the persons named or the categories indicated

The Board of Directors has set the maximum number of Shares to service the Plan at 450,000 (excluding the Dividend Equivalent, referred to in Paragraph 2.2 above). This number is calculated based on the average of the official daily prices of the Italgas Share over the 30 (thirty) calendar days preceding the approval of the Transaction by the Board of Directors of the Company, which is 5.303 euros.

4.5 Plan implementation procedures and clauses, specifying whether the actual allocation of instruments is subject to conditions being met or to certain results, including performance results, being achieved; description of such conditions and results

The Assignment of Shares to each Beneficiary is subject to the Closing of the Transaction.

The Assignment of Shares is also subject (for all Beneficiaries, with the exception of the Chief Executive Officer and General Manager of the Company), to the following conditions being satisfied on the Assignment Date, without prejudice to the provisions of the following paragraph 4.8:

• effective existence of the Employment Relationship with Italgas or one of the Subsidiaries;
• the Beneficiaries must not be serving out a notice period for resignation or dismissal.

The Plan also envisages the adoption of clawback mechanisms by way of the following clause: "Without prejudice to the right to compensation for any further damage, the Company, within the legal limitation period, may reclaim (with the obligation to return the amount to the Beneficiary) the value of the Shares assigned at the time of their actual Assignment, including the value of the Shares assigned as Dividend Equivalent. This clause will be activated if it is determined that the fulfilment of the conditions for Assignment of the Shares is due to fraudulent or grossly negligent conduct, or any action that violates the applicable rules (whether corporate, legal, regulatory or from any other source) by the Beneficiary."

4.6 Indication of any restrictions on the availability of the instruments allocated or instruments resulting from the exercise of options, with special reference to the time limits within which the subsequent transfer of shares to the Company or third parties is permitted or prohibited

The Entitlements allocated are personal, non-transferable and available inter vivos and cannot be pledged or guaranteed. The Entitlements shall become ineffective in the event of any attempt of transfer or negotiation, including but not limited to any transfer inter vivos or, based on applicable law, any pledge or other right in rem, lien or encumbrance thereon.

4.7 Description of any termination conditions in relation to the allocation of the Plan in the event that the addressees carry out hedging transactions to neutralise any prohibitions on the sale of the instruments assigned, including in the form of options, or of the financial instruments resulting from the exercise of such options

Should the Beneficiaries execute hedging transactions on the Entitlements prior to the Assignment, the Entitlements shall be forfeited.

4.8 Description of the effects of termination of the employment or administration relationship

In case of termination of the Employment Relationship due to:

• disciplinary dismissal;
• resignation not for just cause;

the Beneficiary will be deemed a Bad Leaver and will automatically forfeit all the Entitlements allocated and not yet assigned, which will become ineffective, with the Beneficiary not being entitled to receive any compensation or indemnity whatsoever from the Company.

In the absence of any Bad Leaver circumstances, the individual will be deemed a Good Leaver, and the following rules will apply:

• if the termination of the Employment Relationship occurs between the Allocation Date and the Closing Date, the Beneficiary will forfeit the right to Assignment of the Shares allocated;
• if the termination of the Employment Relationship occurs between the Closing Date and the Assignment Date of the Shares, the Beneficiary will retain the right to the Assignment as follows with reference to the date of termination of the Employment Relationship:
  • o 50% of the Entitlements will be retained if the termination occurs within a period of 6 (six) months following the Closing Date;
  • o 75% of the Entitlements will be retained if the termination occurs between 6 (six) and 12 (twelve) months following the Closing Date;
  • o 100% of the Entitlements will be retained if the termination occurs more than 12 (twelve) months after the Closing Date.

It is understood that, in the event of failure to renew the mandate of the Chief Executive Officer, the CEO will not lose the right to receive what was allocated.

Additionally, in the event of a transfer of the Employment Relationship and simultaneous establishment of a new relationship within the Company or one of its Subsidiaries, the Beneficiary will retain, mutatis mutandis, all the rights allocated to them under the Regulations.

4.9 Indication of any other grounds for cancellation of the Plan

There are no grounds for cancellation of the Plan.

4.10 Reasons for any provision for a "redemption" by the Company of the financial instruments covered by the Plan, pursuant to Articles 2357 et seq. of the Italian Civil Code; the beneficiaries of the redemption, indicating whether it is intended only for particular categories of employees; the effects of the termination of employment on said redemption

Not applicable, save for the clawback described in paragraph 4.5 above.

4.11 Potential loans or other facilities to be granted for the purchase of shares pursuant to Article 2358 of the Italian Civil Code

Not applicable.

4.12 Indication of the Company's expected cost at the date of the related assignment, as determined based on the terms and conditions already established, by total amount, and in relation to each instrument of the Plan

The Company's expected cost shall be determined on the Share Assignment Date. Information on the total cost of the Plan shall be provided in accordance with the procedures set out in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulations.

4.13 Indication of any dilutive effects on the capital caused by the Plan

A total of 450,000 newly issued Shares are allocated to service the Plan, resulting in a maximum theoretical overall dilutive effect of approximately 0.05% relative to the total Italgas Shares issued as of the date of this Informative Document.

4.14 Possible limitations on the exercise of voting rights and allocation of equity rights

Not applicable.

4.15 In the event that the shares are not traded on regulated markets, any information useful for a complete assessment of the value allocated to them

Not applicable.

4.16 – 4.23

Not applicable.

TABLE

Table 1, as provided for by paragraph 4.24 of Scheme 7 of Annex 3A to the Issuers' Regulations, shall be supplied at a later date in accordance with the procedures set out in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulations.