Italgas S p A : Remuneration Report 2024 and Compensation Paid 2023

Report on the

2024 Remuneration Policy and

2023 Compensation Paid

ITALGAS

Report on the Remuneration Policy and Compensation Paid

Approved by the Board of Directors' meeting of 22 March 2024

The Report on the Remuneration Policy and Compensation Paid is published in the "Governance - Remuneration" section of the Company's website (www.italgas.it/en)

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Table of Contents

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Letter from the Chairperson of the Appointments and Compensation Committee

Dear Shareholders,

I am pleased to present the Report on the 2024 Remuneration Policy and 2023 Compensation Paid, a document with which each year we aim to transparently and comprehensively disclose Italgas' Remuneration Policy and its link with the Group's Strategic Plan and Sustainable Value Creation Plan, increasingly strengthening constructive dialogue with all stakeholders.

The Appointments and Compensation Committee, established following the Shareholders' Meeting on 26 April 2022 and currently formed, in addition to the undersigned, by the non- executive Directors Manuela Sabbatini and Claudio De Marco, is in the second year of its three-year term of office and considers the Group's Remuneration Policy to represent a key element for the achievement of the medium to long-term business and sustainability objectives and for the creation of value for shareholders. Therefore, the activities carried out and the decisions made by the Appointments and Compensation Committee for this Remuneration Policy were aimed, on the one hand, at ensuring alignment with the 2023- 2029 Strategic Plan and with the sustainable development plan, and on the other at submitting for the approval of shareholders a document consistent with the path taken by Italgas in recent years, having seen progressive evolution both from a business and a remuneration policy perspective.

All this was also supported by the engagement and listening activities of the main stakeholders and the analyses carried out by external and independent consultants, through which the Appointments and Compensation Committee was able to ascertain a general appreciation of Italgas' Remuneration Policy.

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For Italgas, 2023 was a year of growth despite the unstable socio-economic context caused by international tensions: the Group continues to play a leading role in the digital transformation of networks and in energy efficiency, confirming the centrality of gas distribution networks - smart, digital and flexible - in the path of ecological transition in both Italy and Greece. The Group also aims to become a key player in the integrated water sector, which has significant potential for synergies with the energy sector, thanks to the closing finalised in 2023 of the acquisition of the assets in Italy of a leading domestic and international operator in the water sector and the establishment of NEPTA, a subsidiary in which Italgas' water equity holdings and assets are concentrated. Thanks to the affinity between the two sectors - gas and water - the company aims to establish itself as a "network tech company" leveraging the excellence developed in the management of gas networks and applying to the water sector the digitisation measures already successfully tested. The result is undoubtedly greater complexity and new challenges for the Group, which, however, has everything it needs to face them.

This Report on the Remuneration Policy and Compensation Paid reflects these strategic objectives and the context in which the Group operates.

The most relevant changes to this document are:

• an important evolution of the ESG objectives of the Short-Term Incentive System, in order to identify increasingly innovative and challenging indicators, consistent with the sustainable development path undertaken by the Company in recent years. In this regard, we highlight the revision of the accident frequency index, for 2024 combined with the severity index, the introduction of a target to reduce the Group's energy consumption and the introduction of the "Gender equity pay gap" indicator, aimed at reducing the gender pay gap and increasing the commitment to social and D&I issues;
• the renewal of the Co-investment Plan, to be approved at this Shareholders' Meeting, which, developed in substantial continuity with the previous plan, aims to promote alignment of the time frame with the 2023-2025Long-Term Incentive Plan, approved by the last Shareholders' Meeting held on 20 April 2023. For this reason, the new 2024-2025Co-investment Plan is based on the allocation of two cycles, starting in 2024 (1st cycle) and 2025 (2nd cycle), expiring in 2027 in alignment with the long-term

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incentive system. The other features of the Plan compared to the previous structure, including the three-year vesting of each cycle, are confirmed.

The document has also been further refined, placing more and more emphasis on the link between performance and remuneration, especially with a view to sustainable development. Greater visibility is also given to the main results achieved in terms of sustainability, diversity and inclusion and to the numerous initiatives carried out to benefit all of Italgas' people, thanks also to listening tools such as the climate survey and other specific surveys, such as the first one focusing on welfare and well-being.

The 2024 Remuneration Policy is defined as essentially in line with the previous one, and is based on some key principles now highly consolidated in the Group:

• CONSISTENCY: in 2023, the Company conducted the usual pay benchmarking analyses aimed at ensuring both external competitiveness and internal fairness. The analyses, carried out with the support of an external and independent advisor, once again revealed that the remuneration of the Chief Executive Officer, the members of the Board of Directors and the relative Board Committees, the Board of Statutory Auditors and Italgas' Top Management was fully consistent with main market and governance practices, confirming the soundness of the direction taken by the Board of Directors in defining the Company's Remuneration Policy with respect to the reference context.
• LISTENING: Italgas pays great attention to the opinion of the various corporate stakeholders in order to ensure a Remuneration Policy that meets the needs and expectations of shareholders and employees and that is in line with the Company's strategy and values. Specifically, during 2023 and the first months of 2024, Italgas carried out, as usual, an in-depth analysis on the results of the shareholders' meeting vote on the Report on the 2023 Remuneration Policy and 2022 Compensation Paid; the amendments and new features introduced in this document therefore take into account the feedback received from the last shareholders' meeting season. Among the most relevant employee listening initiatives, however, I consider it of utmost importance to report this year too the renewal of the "Your Voice Counts" climate survey aimed at the entire company population, including Greece, which recorded a response rate of 88% compared

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to previous years. The survey was designed to measure engagement levels, identify organisational conditions that encourage or hinder a positive internal atmosphere and the engagement of people, highlight possible areas of intervention and initiate an action plan to benefit all of the Group's people.

• SUSTAINABILITY AND INCLUSION: sustainability and inclusion issues are constantly at the core of the Group's strategy, also due to top management's remuneration being linked to increasingly challenging ESG objectives included in both short- and medium/long-term incentive schemes. In support of the importance that sustainability issues hold for the Company, Italgas has also confirmed its commitment to disseminating ESG objectives in all the scorecards of the MBO plan beneficiaries, in order to hold the entire company population responsible for the Company's priorities and foster a climate of general agreement in this area. Lastly, this Report points out and highlights the main results achieved in 2023, both in terms of environmental sustainability and in terms of inclusion and diversity, such as Italgas S.p.A. obtaining UNI/PdR 125:2022 certification for gender equality, being recognised, for the fifth year running, among Italy's Top Employers, and being included in the global ranking drawn up by Most Loved Workplace among the 100 companies most loved by their employees.

The Remuneration Policy is also consistent with the company's vision, mission and purpose, and with the new leadership model developed by Top Management based on three main axes: Excellence, Innovation and People. The main values are fully reflected in the remuneration policy and will form the basis for its further development.

We believe that this approach can be assessed positively and will meet the expectations of all of Italgas' stakeholders, at the same time ensuring a Remuneration Policy aligned with national and international best practices.

I would like to take this opportunity to thank my fellow directors and members of the Appointments and Compensation Committee, Manuela Sabbatini and Claudio De Marco, for their meticulous and passionate work carried out together over these years of office.

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In the hopes that this Report might provide an effective and in-depth framework of the Italgas Remuneration Policy, I am grateful for the willingness to communicate and for the support during the Shareholders' Meeting for continuous and profitable dialogue to achieve shared and ambitious objectives."

Fabiola Mascardi

Chairperson of the Appointments and Compensation Committee

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