Interim Financial
Report at
30 June 2026
www.gruppoiren.it
Iren Group
Contents
INTRODUCTION ............................................................................................................ 3 Corporate officers .................................................................................................................................................. 4 Ownership structure ............................................................................................................................................... 5 Iren’s Group Mission and Vision ............................................................................................................................ 6 Iren Group in numbers: First Half of 2026 Highlights ........................................................................................... 8 Iren Group Business Model .................................................................................................................................. 10 Information on the Iren stock in the First Half of 2026 ...................................................................................... 14
DIRECTORS’ REPORT AT 30 JUNE 2026 ...................................................................... 17
Market Context ..................................................................................................................................................... 18 Significant events of the period ........................................................................................................................... 24 Alternative Performance Measures ..................................................................................................................... 26 Iren Group’s financial position, financial performance and cash flows ............................................................ 28 Segment reporting ................................................................................................................................................ 34 Financial management ......................................................................................................................................... 43 Significant events after the reporting date and outlook ..................................................................................... 45 Risks and uncertainties ........................................................................................................................................ 46 Transactions with related parties ........................................................................................................................ 51 Legislative and regulatory framework ................................................................................................................. 52 Personnel .............................................................................................................................................................. 71
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2026 . 73
Statement of Financial Position .......................................................................................................................... 74 Income Statement ................................................................................................................................................ 76 Statement of Comprehensive Income ................................................................................................................ 77 Statement of Changes in Equity .......................................................................................................................... 78 Statement of Cash Flows ..................................................................................................................................... 80 Notes ..................................................................................................................................................................... 81 I. Basis of presentation ........................................................................................................................... 81 II. Basis of consolidation .......................................................................................................................... 83 III. Consolidation scope ............................................................................................................................ 85 IV. Business combinations ........................................................................................................................ 87 V. Group financial risk management ....................................................................................................... 87 VI. Information on transactions with related parties ............................................................................... 96 VII. Significant events after the reporting date ......................................................................................... 98 VIII. Other information ................................................................................................................................. 98 IX. Notes to the Statement of Financial Position ..................................................................................... 99 X. Notes to the Income Statement ....................................................................................................... 126 XI. Guarantees, commitments and contingent liabilities ..................................................................... 134 XII. Segment reporting ............................................................................................................................. 136 XIII. Annexes to the Condensed Interim Consolidated Financial Statements ...................................... 138 Statement regarding the Condensed Interim Consolidated Financial Statements pursuant to article 154-bis of Legislative Decree 58/1998 .......................................................................................................................... 148 Report of the Independent Auditors on the Condensed Interim Consolidated Financial Statements ......... 149
Translation from the Italian original which remains the definitive version
1Introduction
Iren Group
4
Corporate officers
Board of Directors (1) Chair Luca Dal Fabbro (2) Deputy Chair Moris Ferretti (3) Chief Executive Officer and General Manager Gianluca Bufo (4) Directors Sandro Mario Biasotti (5) Stefano Borotti (6) Francesca Culasso (7) Daniele De Giovanni (8) Paola Girdinio (9) Giacomo Malmesi (10) Giuliana Mattiazzo (11) Patrizia Paglia (12) Davide Piccioli (13) Cristina Repetto (14) Elisabetta Ripa (15) Elisa Rocchi (16)
Board of Statutory Auditors (17) Chair Sonia Ferrero Standing Auditors Ugo Ballerini
Donatella Busso
Simone Caprari
Fabrizio Riccardo Di Giusto Alternate Auditors Lucia Tacchino Carlo Bellavite Pellegrini
Independent Auditors KPMG S.p.A. (18)
Financial Reporting Manager Giovanni Gazza
Sustainability Reporting Manager Selina Xerra
(1) Appointed by the Shareholders’ Meeting of 24 April 2025 for the three-year period 2025-2026-2027.
(2) Chair of the Board of Directors for the 2022–2024 term and reappointed to the same position for the 2025–2027 term by the Shareholders’ Meeting of 24 April 2025. By resolution of the Board of Directors of Iren S.p.A. held on the same date, 24 April 2025, Mr Dal Fabbro was also confirmed as Chief Strategy Officer – Finance, Delegated Areas and Strategy.
(3) Deputy Chair of the Board of Directors during the 2019–2021 and 2022–2024 terms and reappointed to the same position for the 2025–2027 term by the Board of Directors on 24 April 2025. By resolution of the Board of Directors of Iren S.p.A. held on the same date, Mr Ferretti was also confirmed as Chief Strategy Officer – Human Resources, Corporate Social Responsibility and Delegated Areas and Strategy.
(4) Chief Executive Officer and General Manager from 10 September 2024 and reappointed to the same position for the 2025–2027 term by the Board of Directors of Iren S.p.A. on 24 April 2025.
(5) Member of the Related Party Transactions Committee.
(6) Member of the Control, Risk and Sustainability Committee.
(7) Chair of the Control, Risk and Sustainability Committee (position also held during the 2022–2024 term).
(8) Member of the Control, Risk and Sustainability Committee.
(9) Member of the Control, Risk and Sustainability Committee (position held since 10 September 2024).
(10) Member of the Remuneration and Appointments Committee.
(11) Member of the Related Party Transactions Committee (position also held during the 2022–2024 term) and Lead Independent Director of the Company from 30 October 2025.
(12) Member of the Remuneration and Appointments Committee (position also held during the 2022–2024 term).
(13) Member of the Remuneration and Appointments Committee.
(14) Member of the Related Party Transactions Committee (position also held during the 2022–2024 term).
(15) Chair of the Related Party Transactions Committee.
(16) Chair of the Remuneration and Appointments Committee.
(17) Appointed by the Shareholders’ Meeting of 27 June 2024 for the 2024-2025-2026 three-year period.
(18) Appointed by the Shareholders’ Meeting of 22 May 2019 for the 2021-2029 nine-year period.
Iren Group
5
Ownership structure
The Company’s share capital amounts to 1,300,931,377 euro, fully paid-up, and is made up of ordinary shares with a nominal value of 1 euro each.
At 30 June 2026, based on available information, the Iren ownership structure was as follows:
A century of history A company for over 110 years focused on the development of its local areas and the needs of its customers.
Mission
To offer our customers and areas the best integrated management of energy, water and environmental resources, with innovativeand sustainable solutions in order to create value over time.
For everyone, every day.1905 1907 1922 1936 2000 2005 2006 2007 2010Parma’s municipal electric lightingcompany is born
AEM Turin
listed on the StockExchangeand ASMPiacenzabecome TESAAMPS, TESAand AGACestablishENIAAEM Turinand AMGAGenoaform IRIDEENIA listedon theStockExchangeIRIDE andENIAconstituteIRENThe Turinmunicipalcompany AEMis bornGenoa’s municipalgas companyis createdAMGA is born frommunicipal gascompany of Genoa
Vision
Improving people’s quality of life, making businesses more competitive. To look at local growth with a focus on change.
Merging development and sustainability into one unique value.
We are the multi-utility company that wants to build this future through innovative choices.
For everyone, every day.1962 1965 1972 1994 1996 2015 2016 2018 2020 2022 2025
AMIAT joins
the IrenGroupIreti is born,
TRM and ATENA
Vercellienter the GroupThe GroupacquiresUnieco WasteManagementDivisionEGEA joins the GroupIren GreenGenerationfor renewablesdevelopmentis bornACAMLa Speziajoins the GroupThe ReggioEmilia municipalcompany AMGis bornThe ParmamunicipalcompanybecomesAMPSThe Piacenzamunicipalcompany ASMis bornAGAC was setup from theReggio EmiliamunicipalcompanyAMGAGenoalisted on theStockExchange
Iren Group
8 Iren Group in numbers: First Half of 2026 Highlights
Results
millions of euro First half of 2026 First half of
2025 Changes
%
Revenue 3,257.0 3,485.6 (6.6) Gross operating profit (EBITDA) 732.1 726.2 0.8 Operating profit (EBIT) 318.5 326.3 (2.4) Profit for the period 188.8 192.8 (2.1)
EBITDA Margin (EBITDA/Revenue) 22.5% 20.8%
For definitions of Alternative Performance Measures, see the relevant chapter in this Report.
3,257
732 319
1893,486
726 326
193REVENUE
EBITDA
EBIT
PROFIT FOR
THE PERIOD
1H2026 1H2025
Iren Group
9
Financial position data
millions of euro 30.06.2026 31.12.2025 Changes %
Net Invested Capital (NIC) 7,967.5 7,932.3 0.4 Equity (E) 3,691.6 3,710.6 (0.5) Net Financial Debt (NFD) 4,275.9 4,221.7 1.3
Debt/Equity (Net Financial Debt/Equity) 1.16 1.14
Technical and commercial figures First half of 2026 First half of
2025 Changes
%
Electricity produced (GWh) 4,734.0 4,700.9 0.7 Thermal energy produced (GWht) 1,738.7 1,806.1 (3.7) Electricity distributed (GWh) 1,900.5 1,737.4 9.4 Distributed gas (Mcm) 635.1 641.6 (1.0) Water sold (Mcm) 92.0 92.9 (1.0) Electricity sold (GWh) 6,234.2 7,433.1 (16.1) Gas sold (Mcm) (*) 1,216.2 1,231.4 (1.2) Telescopic volume (Mcm) 115.5 113.5 1.8 Waste treated (tonnes) 1,935,248 2,092,674 (7.5)
* of which 765.8 million cubic metres used for internal electricity and heat generation in the first half of 2026 (732.2 million cubic metres in the first half of
2025, +4.6%)
7,968
3,6924,2767,932
3,7114,222
NIC E NFD30/06/2026
31/12/2025
Iren Group
10 Iren Group Business Model
Iren Group, which had 11,598 employees as at 30 June 2026, operates in Italy in the sectors of electricity (generation, distribution, and sales), district heating (heat generation, distribution, and sales), gas (distribution and sales), integrated water services management, environmental services (waste collection and disposal), and integrated solutions (smart solutions) for energy efficiency. The Group operates primarily on the Italian market, in various regions, serving a diversified customer base comprising households, businesses and public authorities.
The Group, which adopts a structure aimed at integrating the various business chains and strengthening its local roots, is structured according to the model of:
an industrial holding company (the parent Iren S.p.A., listed on the Italian Stock Exchange, with registered office in Reggio Emilia) that groups together all corporate staff activities;
four Business Units (BU) governed by four lead companies, which preside over the activities by business line according to a model based on competencies and digitalisation of processes, which is highly scalable with the immediate integration of all acquired entities.
Specifically, Iren S.p.A. is responsible for strategic planning, development, coordination and control, while the four Business Units (BUs) are tasked with steering and coordinating the companies operating in their respective sectors:
Networks BU • Integrated water service • Gas distribution • Electricity distribution
Waste
Management
BU • Waste collection and transportation • Urban sanitation • Design and management of waste treatment and disposal plants Energy BU • Electricity generation from renewable sources • Combined heat and power generation (CHP) • Thermoelectric power generation • District heating management • Smart solutions: services for energy efficiency, public lighting, global service and heat management Market BU • Sale of electricity, gas and heat • Products/services for energy saving and home automation • Electric mobility services for customers
The Group also provides a range of additional services , including laboratory services, telecommunications, and other minor services, both for Group companies and external customers.
Iren Group
11 Some summary information on the size of the organisation is given below.
NETWORKS BU
Integrated Water Service The Networks BU operates in water supply, sewerage and wastewater treatment in the provinces of Genoa, Savona, Piacenza, Parma, Reggio Emilia, Vercelli, La Spezia, Enna and Cuneo. Overall, in the Optimal Local Areas ATO) managed, the service is provided in 311 municipalities, serving over 3 million residents.
The Networks BU manages the service through a distribution network of approximately 24,000 kilometres and a sewerage network of nearly 13,000 kilometres, with over 1,500 wastewater treatment plants.
Gas distribution
The distribution service, managed in 171 municipalities, guarantees the withdrawal of natural gas from SNAM Rete Gas pipelines and its transportation through local networks for delivery to end users. In particular, the Networks BU distributes natural gas in the provinces of Reggio Emilia, Parma and Piacenza (including the provincial capitals), in the municipality of Genoa and other municipalities in Liguria, as well as in various municipalities in Piedmont, including the cities of Vercelli and Alba.
The distribution network, consisting of more than 9,500 kilometres of high, medium and low‐pressure pipes, serves a catchment area of approximately 800 thousand redelivery points.
Lastly, the Networks BU manages the distribution and sale of LPG, particularly in the province of Reggio Emilia and in the province of Genoa, via specific storage plants, located in towns that are still not reached by the natural gas network.
Electricity distribution
The Networks BU provides the electricity distribution service in the cities of Turin, Parma and Vercelli with almost 8,000 kilometres of network in high, medium and low voltage, and a total of more than 700 thousand connected users.
WASTE MANAGEMENT BU
The Business Unit carries out all the activities of the municipal waste management cycle (collection, sorting, treatment, recovery and disposal), with particular attention to sustainable development and environmental protection confirmed by increasing levels of sorted waste collection; it also manages an important portfolio of customers to whom it provides all services and plant availability for the treatment, recovery, and disposal of special waste.
The activities are carried out in various geographical areas, from the historic Emilia region (provinces of Reggio Emilia, Parma, and Piacenza) to Piedmont, specifically Turin and the province of Vercelli (areas where the Waste Management BU is responsible for waste collection and has treatment and disposal facilities), and the provinces of Asti and Cuneo, and Liguria, in the areas of collection (province of La Spezia) and treatment and recovery. Moreover, in the Tuscan area, the Waste Management BU is present in all stages of the supply chain, with a significant presence in the provinces of Siena, Grosseto and Arezzo, where the Group also manages the collection service. The Business Unit also operates as a contracted waste collection operator in specific areas of Sardinia, Marche and Lombardy and has disposal facilities in the Marche and Apulia regions.
Finally, it is active in the sorting of plastic waste for recovery and recycling and in the treatment of plastic waste for the production of Blupolymer (polymer for civil uses) and Bluair (reducing agent for steel plants).
The Waste Management BU serves a total of 617 municipalities with nearly 4.1 million residents.
The Group’s infrastructure for the integrated waste cycle consists primarily of 4 waste-to-energy plants (TRM in Turin, Parma, Piacenza, and the facility in the locality of Foci in Poggibonsi, Province of Siena), 4 active landfills, 62 plants for sorting, storage, recovery, anaerobic digestion and composting, and 463 collection centres/equipped technological stations.
Iren Group
12
ENERGY BU
The Business Unit operates in the production of electricity and heat, the latter distributed through district heating networks, and in energy efficiency services to public and private entities.
Production of electricity and heat The Energy BU directly operates 165 electricity generation plants: 27 hydroelectric plants (including reservoir, run-of-river and mini-hydro facilities), mostly located in Piedmont and Campania; 24 cogeneration thermoelectric plants (Piedmont and Emilia-Romagna); one conventional thermoelectric plant in Turbigo (Milan); and, finally, 113 photovoltaic and wind power plants (the latter with a total installed capacity of 228 MW, the largest of which are located in Apulia and Basilicata).
Electricity generated by plants powered by renewable sources or high-efficiency cogeneration accounts for approximately 72% of total production.
Regarding thermal generation, on average, 73% of the heat destined for district heating is produced by high-efficiency cogeneration plants at Group level, while only 16% comes from conventional heat generators, while the remaining portion (11%) is produced by plants outside the Business Unit (primarily waste-to-energy plants, as part of their waste-to-energy operations).
In addition to the information provided for the Energy BU, the Group’s electricity and heat generation facilities also include plants belonging to other Business Units, notably the waste-to-energy plants and biogas plants located at landfill sites, which belong to the Waste Management BU, and the hydroelectric plants located on reservoirs managed for drinking water purposes, which belong to the Networks BU.
District heating
The Energy BU has the most extensive district heating network in Italy (almost 1,300 kilometres), with a total heated volume of over 115 million cubic metres, located mainly in Turin and the surrounding municipalities, Reggio Emilia, Parma and Piacenza, and to a lesser extent in Genoa.
In addition to the historical district heating areas, following the acquisition of Egea’s operations, the scope of activities has been extended to several municipalities in the province of Cuneo, Alessandria and Acqui Terme, as well as other municipalities within the Metropolitan City of Turin, in addition to Nizza Monferrato (Asti) and Cairo Montenotte (Savona).
Energy efficiency services The Energy BU, through its subsidiary Iren Smart Solutions, addresses companies, private condominiums, Public Administration and third sector entities, with an articulated portfolio of services:
energy efficiency, carrying out design and implementation of energy requalification interventions: insulation, co-
insulation, replacement of windows, innovative technological services, efficiency improvement of heating and air
conditioning systems;
installation of photovoltaic, solar thermal and self-generation energy systems;
management of heating systems;
realisation of Renewable Energy Communities (RECs);
energy consultancy, energy management and monitoring for energy saving;
global service for the integrated management of electrical and technological plants of complex property assets;
relamping LEDs through energy efficiency projects in lighting, public and artistic lighting, efficient management of traffic light systems.
Iren Group
13
MARKET BU
The Market BU operates in the sale of electricity, gas and heat for district heating, and of extra-commodity services and products, in particular for energy efficiency. It is present throughout Italy, with a greater concentration in the central-northern area.
Sale of electricity The Market BU operates, in the context of the free market, all over the country, with a higher concentration of customers in the Centre-North, and handles the sale of the energy provided by the Group’s various sources on the market of final customers and wholesalers.
The number of retail electricity customers amounts to about 1.4 million, distributed mainly in the Group’s traditional areas of operation (Turin, Parma, Reggio Emilia, Piacenza, Vercelli and Genoa), in lower Piedmont (Cuneo and Asti), and in other commercially served areas (Alessandria, Salerno and various provinces in southern Italy).
Sale of Natural Gas The retail gas portfolio of the Market Business Unit mainly covers the Group’s traditional markets of Genoa, Turin and Emilia, neighbouring development areas, as well as Vercelli, Alessandria, Cuneo, Asti and La Spezia. It also includes the Campania region (almost all provinces), and some municipalities in the regions of Basilicata, Calabria, Tuscany and Lazio, serving a total of over 900,000 customers.
Sale of heat through the district heating network Iren Mercato markets heat supplied by Iren Energia mainly to customers connected to the district heating network in the municipalities of Turin and neighbouring areas, Reggio Emilia, Parma, Piacenza and Genoa.
Among the commercial proposals complementary to the sale of commodities, we highlight the business lines intended for the sale to retail customers of innovative products in the area of home automation, energy saving and maintenance of domestic systems, in addition to e-mobility, with the aim of reducing the environmental impact of travel, including through the installation of charging infrastructure at Group offices and the progressive introduction of electric vehicles.
Iren Group
14 Information on the Iren stock in the First Half of 2026
IREN stock performance on the stock exchange During the first half of 2026, the main international stock markets showed an overall positive trend, in which a recovery could be observed compared to the minimum levels reached in March, in a context initially affected by geopolitical tensions, which were subsequently mitigated by the easing of tensions between the United States, Israel and Iran in June.
The growth of the stock markets was mainly driven by the technology sector, with strong demand linked to the development of artificial intelligence, which supported the performance of the companies most exposed to this trend.
In this context, the FTSE Italia All-Share recorded a positive performance of +14.0%, placing it among the best European indices. The growth mainly concerned the shares of the banking sector, also with a view to sector consolidation, and those of defence-related companies, favoured by the international geopolitical context.
In contrast, Iren’s stock recorded a negative performance of -3.1% in the six-month period, in line with the trend observed for the entire Italian multi-utility sector. This trend reflects a context characterised by uncertainty about energy prices, increasing political pressure to contain final prices, and expectations linked to inflation and, consequently, to future monetary policy decisions.
Performance of Iren stock compared to competitors
At 30 June 2026, the last trading day in the period, the price of the IREN share stood at 2.478 euro/share, down 3.1% compared to the price at the beginning of the year, with average trading volumes during the period amounting to 1.63 million units.
The average price for the period was 2.642 euro per share. The highest share price during the period was recorded on 11 February (2.842 euro per share), while the lowest, 2.380 euro per share, was recorded on 24 March.
-3.1%
-9.2%-2.2%-1.7%14.0%
-20.0%-10.0%0.0%10.0%20.0%30.0%
Iren Hera A2A Acea FTSE Italia All-Share
Iren Group
15
The two charts below show the price performance and volumes traded in Iren stock in the period.
Share coverage
During the period, IREN Group was followed by six brokers: Banca Akros, Equita, Intermonte, Intesa Sanpaolo, Kepler Cheuvreux and Mediobanca.
2.48
1.501.701.902.102.302.502.702.903.10Price performance
012345678910Volumes traded
(million shares)
2Directors'
Report
Iren Group | Directors’ Report 18
Market Context
Macroeconomic scenario
In the first half of 2026, the world economy was increasingly affected by international geopolitical tensions, represented in particular by the escalation of conflicts in the Middle East and the consequent repercussions on energy markets. After an initial phase characterised by higher-than-expected economic growth, supported by investments related to digital technologies and artificial intelligence, the sharp increase in energy and commodity prices led to a significant deterioration in the global economic outlook. According to the most recent OECD estimates, global GDP growth is forecast at 2.8% in 2026, a sharp decline from 3.4% growth in 2025.1 The main determining factors of this slowdown are the interruptions in energy supplies from the Persian Gulf area, the increase in the prices of oil, natural gas and fertilisers, and the consequent rise in inflationary pressures. Continued tensions in the Middle East region are the main risk factor for the international macroeconomic scenario. In particular, any further obstacles to trade flows through the Strait of Hormuz could amplify the difficulties of global supply chains and lead to further increases in energy prices.
The Eurozone is the area where the largest contraction in economic growth is expected, with GDP expected to increase by only 0.8% in 2026, after growth of 1.4% in 2025. The main causes of the contraction are the impact of rising energy prices and the slowdown in international trade, which is having a negative effect on economic activity. However, the resilience of the labour market and investments linked to European policies to support industry are helping to sustain growth.
Forecasts for the Italian economy indicate economic growth in 2026 in line with 2025: according to OECD projections, GDP is expected to increase by 0.5% in 2026. In line with the European and global economy, economic dynamics would be affected by the weakening of the international environment, the slowdown in world trade and the impact of higher energy prices.
Growth would continue to be supported mainly by investment and domestic demand, while the contribution of foreign demand would remain limited in an environment characterised by high geopolitical uncertainty.
On the price front, OECD estimates show a temporary return of inflationary pressures during 2026: in the Eurozone, inflation is forecast at 2.8% in 2026. Again, rising energy prices are the main factor behind the temporary acceleration in inflation, while the gradual easing of tensions on the energy markets should encourage a gradual convergence towards the European Central Bank’s price stability objective.
For Italy, the inflationary picture follows a more pronounced trend than in the Eurozone, with an acceleration in prices in 2026 estimated at 3.0% (in 2025, growth was 1.6%). The increase is said to be mainly linked to energy price rises, as shown by the fact that the core inflation rate (adjusted for the prices of the most volatile sectors such as energy, fresh food and tobacco) is expected to show much less pronounced growth (+2.3% in 2026).
However, the outlook remains characterised by a high degree of uncertainty, closely linked to the evolution of the conflict in the Middle East, the possible effects on commodity markets and the repercussions that these factors could have on economic growth and global financial stability.
Household spending
During 2026, the trend in Italian household consumption continues to show moderate growth, supported by the improvement in disposable income and the still favourable performance of the labour market. In the first quarter of the year, household final consumption grew moderately by 0.5% compared to the previous quarter, also recording growth on an annual basis.2 According to the most recent ISTAT surveys, the disposable income of consumer households grew by 1.6% compared to the previous quarter, with greater growth than that observed in consumption; this also means a concomitant increase in the propensity to save, which rose to 8.0%, confirming a certain prudence on the part of households in their spending decisions in a context still characterised by geopolitical and economic uncertainty.3
Investments
After the marked expansion observed in previous years, investments show more moderate but still positive growth in 2026.
In the first quarter of the year, gross fixed capital formation increased by 0.7% compared to the previous quarter, making a positive contribution to economic growth.
The slowdown is also attributable to the sharp contraction in housing investments observed in the first quarter (-2.7%) after years of rapid growth, mainly due to the end of the incentives linked to the Superbonus.4 Investment activity continues to benefit from the initiatives provided for in the National Recovery and Resilience Plan and from the digital and energy transformation processes of Italian companies. However, the outlook is affected by rising energy costs, international uncertainty and less favourable financing conditions than in the recent past.
1 Source: OECD Economic Outlook, Volume 2026 Issue 1 2 Source: ISTAT, Quarterly economic accounts, May 2026.
3 Source: ISTAT, Quarterly Accounts of the Public Administrations: Household Income and Savings and Corporate Profits, July 2026 4 Source: ISTAT, Quarterly economic accounts, May 2026.
Iren Group | Directors’ Report at 30 June 2026 19
Exports
In 2026, Italian foreign trade operates in a context characterised by high international uncertainty. Geopolitical tensions, the slowdown in world trade and the volatility of energy prices continue to affect demand from the main destination markets.
Following the contraction observed in the fourth quarter of 2025, in the first quarter of 2026, Italian exports recorded growth of 2.2% compared to the previous quarter, contributing positively to the change in GDP.5 However, the Bank of Italy’s most recent projections indicate that export growth will remain moderate throughout the year, affected by the weakness of international trade and the appreciation of the euro.
Oil market
The oil market was probably the one hit hardest by the conflict in the Middle East, with the price of the commodity recording a sharp increase between February and March, when it rose from 69.4 $/bbl to almost 100 $/bbl. In the following quarter, the price continued to rise steadily until June, when news of a possible ceasefire in the conflict and the reopening of the Strait of Hormuz led to a fall in the price. The average Brent price in the first half of 2026 was 87.4 $/bbl, a sharp increase from 70.1 $/bbl in the first half of 2025 (+24.7%). Considering an average euro/dollar exchange rate of 1.17, the average price of Brent crude was 74.9 €/bbl.
The future trend in the price of oil remains uncertain and closely linked to geopolitical tensions and decisions regarding the transit of oil tankers through the Strait of Hormuz.
Natural gas market
Supply and demand After the recovery in gas consumption observed between 2024 and 2025, Italian gas demand remained almost unchanged between the first half of 2026 and the first half of last year. In fact, in both periods, recorded consumption was around 33 bcm, with a variation of less than 1%.
The composition of demand also remained broadly stable compared to last year, with a slight increase in thermoelectric consumption (10.7 bcm compared to 10.4 bcm) offsetting the decline in residential demand (15.3 bcm compared to 15.5 bcm), while demand for industrial uses remained unchanged at 6.0 bcm.
5 Source: ISTAT, Quarterly economic accounts, May 2026. BRENT PRICE TRENDS
($/bbl)
Data processed by MBS Consulting5767778797107117
JAN FEB MAR APR MAY JUNH1 2026 H1 2025
Iren Group | Directors’ Report 20 The level of gas stocks in the first half of 2026 is in line with that of 2025, while imports increased slightly (+0.1 bcm), against a similar contraction in domestic production.
GAS WITHDRAWN (Bln m3)* 2026 2025 2024 Change
% Change
%
2026
vs
2025 2025
vs
2024
Industrial uses 6.0 6.0 5.9 0.0% 1.7% Thermoelectric uses 10.7 10.4 8.8 2.9% 18.2% Distribution plants 15.3 15.5 15.3 -1.3% 1.3% Third party network and system consumption / line pack 1.4 1.7 1.0 -17.6% 70.0% Total withdrawn 33.4 33.6 31.0 -0.6% 8.4% *Cumulative amounts as at 30 June processed by MBS Consulting
GAS INPUT (Bln m3)* 2026 2025 2024 Change
% Change
%
2026
vs
2025 2025
vs
2024
Imports 30.9 30.8 30.1 0.3% 2.3% National production 1.4 1.7 1.3 -17.6% 30.8% Storage 1.1 1.1 -0.4 0.0% (**) Total input (including storage) 33.4 33.6 31.0 -0.6% 8.4% Maximum capacity 50.8 63.0 63.4 Load factor 60.9% 48.8% 47.4% *Cumulative amounts as at 30 June processed by MBS Consulting **Change of more than 100% The storage figure indicates net movement
Wholesale gas prices Wholesale prices for natural gas in the main European hubs all followed the same trend, heavily influenced by the start of the war in the Middle East. In the first two months of the year, prices remained substantially in line with the second half of 2025, only to increase by more than 30% between February and March.
Looking at them one by one, the TTF recorded an average value in the first half of 2026 of 43.4 €/MWh, an increase of 4.9% compared to the first half of 2025, when prices were still high. The Italian price remains the highest, with the PSV averaging 45.5 €/MWh, an increase of 4.5%. The average values recorded in the two hubs followed a very similar upward trend, which meant that the spread between the two prices remained roughly unchanged compared to 2025, at more than 2 €/MWh.
Austria saw a slightly lower average price, with the CEGH recording a value of 44.8 €/MWh, with a lower annual increase than the other hubs, amounting to 2.2%.
WHOLESALE PRICES IN EUROPE
(€/MWh)
Latest data 30 June 2026 Data processed by MBS Consulting050100150200250300 Jan-22 Jul-22 Jan-23 Jul-23 Jan-24 Jul-24 Jan-25 Jul-25 Jan-26PSV CEGH (Baumgarten) TTF European border prices CMEM
Iren Group | Directors’ Report at 30 June 2026 21 Imbalance Price and the Protected Market The gas imbalance price, after the decline observed in the second half of 2025, resumed an upward trend. While in January and February the average value remained below 40 €/MWh, it subsequently rose, reaching a peak of 52 €/MWh. On average, in the first half of 2026, the gas imbalance price was 44.3 €/MWh (+2%). This trend is in line with that observed in spot prices, and is determined by the critical issues that have affected supply chains following the outbreak of conflicts in the Middle East.
In the first part of 2026, the total volume traded on the MGAS platform (DAM-GAS and IM-GAS), which is used to determine the imbalance price, amounted to 9.8 bcm, of which 2.4 bcm was traded on the IM-GAS and 7.4 bcm on the DAM-GAS respectively. Compared to the first six months of 2025, the volumes traded on the platform grew by 17%.
Lastly, the average value of the CMEM component, intended to reflect the cost of gas procurement in the protected market (calculated by ARERA as the monthly average of the PSV Day Ahead price identified by ICIS-Heren), was 44.2 €/MWh in the first half of 2026, up 2.1% compared to the first half of 2025 (43.3 €/MWh).
Electricity market
Supply and demand The accumulated electricity demand for the first half of 2026 stood at 155 TWh, stable compared to the same period of the previous year (+1.4%). The difference was mainly recorded in January and June, and could be explained by greater electrification of consumption, considering temperatures in line with those of 2025, but also by a slight recovery in manufacturing production, as demonstrated by the increase in electricity consumption in the industrial sector.
Geographically, there was an increase in demand in the South and the Islands (+6.0% and +2.9% respectively), while there were minimal changes in the other areas.
On the other hand, Italian net production contracted slightly in the first half of 2026 (128 TWh compared with 130 TWh in the first half of 2025). From the point of view of the generation mix, the first six months saw a sharp reduction in hydroelectric production compared to 2025 (-19.8%). This trend was partly offset by a growth in production from other renewable sources (solar and wind, with an overall growth of 12.0% compared to the first half of 2025) and a greater dependence on imports, with an increase in the foreign balance of 15.3%.
Thermoelectric production, on the other hand, remained substantially stable, with total generation in the first half of the year slightly above 70 TWh.
Demand and supply of accumulated electricity (GWh and changes in trends)
until until
30/06/2026 30/06/2025 Change % Demand 154,633 152,477 1.4% Northern Italy 88,454 87,150 1.5% Centre 38,498 38,836 -0.9% Southern Italy 14,371 13,555 6.0% The Islands 13,310 12,936 2.9% Net production 128,126 129,808 -1.3% Hydro power 17,898 22,324 -19.8% Thermal power 70,480 71,650 -1.6% Geothermoelectric 2,563 2,624 -2.3% Wind and photovoltaic 37,185 33,210 12.0% Pumping consumption -1,144 -1,321 -13.4% Foreign balance 27,651 23,990 15.3% Data processed by MBS Consulting
Day‐Ahead Market (DAM) prices The Single National Price (PUN) in the first half of 2026 averaged 127.0 €/MWh, a sharp increase of 5.9% compared to the first half of 2025. The increase occurred mainly in the second quarter when, due to the start of the conflict in the Middle East, the price of natural gas and oil rose significantly, also pushing up the price of electricity, which remained above 140 €/MWh.
In the first two months of 2026, however, prices remained below those recorded at the beginning of 2025.
In the first part of 2026, the zonal prices of the North and Centre-North were again the highest, with an average premium compared to the PUN of around 1.5 €/MWh, up from the same period in 2025, when it was less than 1 €/MWh. Among the
Iren Group | Directors’ Report 22 southern areas of Italy, Sardinia is the area that recorded the lowest price, averaging 121.3 €/MWh in the first half of 2026.
In this regard, there is a negative average differential compared to the PUN of -5.7 €/MWh, while in the first part of 2025 it stood at -3.8 €/MWh.
Trend in the main European energy exchanges Looking at the main European energy exchanges, only Germany experienced a trend similar to that in Italy. In fact, the increase in natural gas prices also in this case led to a sharp rise in spot electricity prices, which averaged 98.4 €/MWh, up 8.0% compared to the first half of 2025.
As for Spain and France, on the other hand, given the lower dependence on fossil fuels due to the presence of nuclear reactors and considerable solar production in the Iberian country, electricity prices followed different dynamics compared to Italy, with a downward trend compared to the first part of 2025. In general, the average electricity price in these European countries in the first six months of 2026 was around 70 €/MWh, compared to 74 €/MWh in the first part of 2025.
In contrast to 2025, when the European country with the lowest average price was France, in the first part of 2026 it is therefore Spain that records the lowest average price (51.0 €/MWh, -19.3% compared to the first part of 2025).
The mixed trend in European prices, in contrast to the sharp rise in the PUN, led to a widening of the differential between the average Italian electricity price and the European average, which rose from around 46 €/MWh in the first part of 2025 to 56 €/MWh in the first half of 2026.
EUROPEAN ELECTRICITY PRICE TRENDS
(€/MWh)
Data processed by MBS Consulting050100150200250300350400450500550 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23 Jun-24 Dec-24 Jun-25 Dec-25 Jun-26P Germany P France P Spain P Italy
Iren Group | Directors’ Report at 30 June 2026 23 Futures related to Baseload PUB on the EEX The following table shows the prices of the PUN futures traded in the first half of 2026. Over the months, the monthly prices gradually increased, with a sharp rise between the February and March prices, coinciding with the start of the conflict in the Middle East. A similar dynamic also emerged in the trend of quarterly prices, in particular for the third and fourth quarters of 2026, while the price for the first three months of 2027 decreased between May and June.
The annual prices for 2027, despite the slight increase between February and March, remained relatively stable, showing that according to expectations the price shock should be a mainly short-term phenomenon, with the PUN expected to settle down as early as the beginning of 2027.
Apr-26 Futures May-26 Futures June-26 Futures Monthly €/MWh Monthly €/MWh Monthly €/MWh May-26 135.7 Jun-26 123.5 July-26 136.2 Jun-26 128.7 July-26 132.8 Aug-26 137.8 July-26 136.3 Aug-26 137.0 Sept-26 138.2 Quarterly Quarterly Quarterly
Q3 26 148.8 Q3 26 138.4 Q3 26 137.3
Q4 26 146.6 Q4 26 135.1 Q4 26 131.4
Q1 27 133.0 Q1 27 124.0 Q1 27 113.8
Yearly Yearly Yearly
Y1 27 111.0 Y1 27 111.0 Y1 27 111.0
Data processed by MBS Consulting
Iren Group | Directors’ Report 24 Significant events of the
period
EIB loan to support the circular economy and energy efficiency In March 2026, Iren signed a 225 million euro financing agreement with the European Investment Bank (EIB) to support its investment programme for the period 2025–2028. The initiative aims to support a series of measures designed to promote the circular economy and energy efficiency by upgrading waste collection systems and implementing measures to reduce energy consumption in buildings.
In particular, the loan supports investments in municipal waste management, including new containers, collection vehicles, recycling centres and infrastructure to support the introduction of ‘Pay-As-You-Throw’ (PAYT) systems, which link charges to the quantity of waste actually generated and encourage improved waste separation at source. At the same time, funding is being provided for energy efficiency measures aimed at reducing consumption in buildings, with a particular focus on social care facilities, such as residential homes for the elderly and mental health centres, managed by non-profit organisations.
The investments will be made primarily in the three regions of Northwest Italy where the Group has historically operated (Piedmont, Emilia-Romagna, Liguria), as well as in Tuscany and other Italian regions, particularly by Iren Ambiente and Iren Smart Solutions.
2026 Energy Bills Decree Decree-Law No. 21/2026 (“2026 Energy Bills Decree”), published in the Official Journal on 20 February and converted into law on 8 April, introduces extraordinary measures aimed at containing the costs of purchasing electricity for households and businesses, intervening at all stages of the supply chain (tax, wholesale market and retail market) and affecting both generation costs and price formation mechanisms.
In particular, the legislation aims to reduce the final cost of energy by introducing structural measures upstream of the supply chain, through the reimbursement to thermoelectric producers of certain components of the gas transport tariff and of the costs for ETS relating to efficient plants, with effect from 2027.
Instruments to protect end customers are also strengthened, including the extension of the social bonus to district heating customers, and transitional benefits are introduced. In addition, a significant reduction in general system charges for non-
domestic users is envisaged.
Finally, for redistributive purposes and to cover the interventions, the regulation provides for an increase in the IRAP rate (+2%) for certain operators in the electricity and gas supply chains.
With regard to the main measures on the wholesale market, in particular those relating to the sterilisation of ETS costs, they are conditional or in any case subject to discussion with the European Commission for the purposes of compatibility with the State aid framework, with the timing and methods of implementation subject to the relevant “approval”.
It is useful to underline how the reduction of system charges and the removal of the ETS cost from price determination represents a particularly significant element for energy operators, as it could produce structural effects on prices, the generation mix across technologies and the dynamics of cross-border energy flows.
Conflict in the Middle East Recent geopolitical tensions in the Middle East, arising from the ongoing conflict involving the United States, Israel and Iran, have resulted in the closure of the Strait of Hormuz, hindering the transit of vessels transporting oil, petroleum products and LNG to Asia and Europe. Attacks on energy infrastructure in the Gulf countries have also been reported, causing significant damage to extraction, refining and transport processes. These events led to a significant increase in oil and natural gas prices, with direct repercussions on European energy prices. The disruption of maritime transit through the Strait of Hormuz could also result in delays and price increases across additional supply chains.
In mid-June, the United States, Israel and Iran announced a ceasefire with the aim of ending military hostilities and initiating a dialogue aimed at reaching a peace agreement. However, even considering subsequent developments, transit through the Strait of Hormuz has not yet returned to normal and traffic volumes remain significantly below pre-crisis levels.
The effects of rising energy prices on the Group’s profitability, as well as on macroeconomic scenarios linked to inflation and interest rates, will be monitored and assessed in light of the duration of the conflict and the attacks on the region’s energy infrastructure.
Sustainability-Linked Term Loan Financing On 13 April 2026, Iren signed a new Sustainability-Linked Term Loan of 150 million euro with Mediobanca, aimed at supporting the Group’s investment plan. The term of the loan is five years and provides for a mechanism to adjust the financial margin based on the achievement of specific sustainability targets outlined in the Business Plan.
Iren Group | Directors’ Report at 30 June 2026 25 Committed Revolving Credit Facility (RCF) To further support its liquidity profile, on 28 April Iren signed a Revolving Credit Facility (RCF) with Intesa Sanpaolo for a total amount of 100 million euro and a three-year term. The transaction is part of the Group’s liquidity optimisation strategy, ensuring greater flexibility in the management of financial resources and strengthening the ability to meet any cash requirements in the short and medium term.
Transfer of the management of the Integrated Water Service of ATO 4 of Cuneo On 14 May 2026, EGEA Acque and Consorzio Gestori Servizi Idrici S.c.a.r.l. (CO.GE.S.I.), a wholly publicly owned company, signed a preliminary agreement for the latter to take over the management of the Integrated Water Service in 43 municipalities of the ATO 4 in the Cuneo area. The transaction concludes a process initiated in compliance with the resolutions of the Area Authority, aimed at entrusting the management of the service in the Cuneo area to a single public entity.
The takeover will be completed in the second half of 2026. In this regard, CO.GE.S.I. paid EGEA Acque 75.4 million euro as the residual value of the assets at 31 December 2024. Further payment instalments are expected in the coming months, to reflect the update of the residual value of the assets until takeover date .
Shareholders’ Meeting
On 21 May 2026, the Ordinary Shareholders’ Meeting approved the Separate Financial Statements of Iren S.p.A. at 31 December 2025, and resolved to distribute a dividend of 0.1386 euro per ordinary share, confirming the proposal made by the Board of Directors.
The Shareholders’ Meeting also:
approved the first section (“2026 Remuneration Policy”) of the Report on the 2026 Remuneration Policy and on fees paid
for 2025;
issued a favourable vote on the second section (“Fees paid in 2025”) of the same Report.
Iren Group | Directors’ Report 26
Alternative Performance
Measures
Iren Group uses alternative performance measures (APM) in order to convey more effectively the information on the profitability of its business lines, and on its financial position and financial performance. These measures are different from the financial measures explicitly required by the International Financial Reporting Standards (IFRS) adopted by the Group.
On the subject of these measures, CONSOB issued Communication no. 92543/15 which makes applicable the Guidelines issued by the European Securities and Markets Authority (ESMA) on their presentation in the regulated information distributed or in prospectuses published. These Guidelines are aimed at promoting the usefulness and transparency of the alternative performance measures included in regulated information or prospectuses that fall within the scope of application of Directive 2003/71/EC, in order to improve their comparability, reliability and comprehensibility.
In line with the aforementioned communications, the criteria used to construct these measures presented in this report are provided below.
Net Invested Capital (NIC) : determined by the algebraic sum of non-current assets, other non-current assets (liabilities), net working capital, deferred tax assets (liabilities), provisions for risks, and employee benefits and assets (liabilities) held for sale.
For further details on the development of the individual items that make up the measure, please refer to the reconciliation statement, included in the annexes to the Consolidated Financial Statements, between the reclassified statement of financial position and the statement of financial position.
This APM is used by the Group in the context of documents both internal to the Group and external and is a useful measure for the purpose of measuring total net assets, both current and non-current, also through comparison between the period with which the report is concerned and previous periods or years. This indicator also makes it possible to carry out the analyses of operating trends and to measure performance in terms of operating efficiency over time.
Net Financial Debt: calculated as the sum of non-current financial liabilities net of non-current financial assets and current financial liabilities net of current financial assets, excluding the fair value of commodity derivatives, and cash and cash equivalents.
For further details on the development of the individual items that make up the measure, please refer to the reconciliation statement, included in the annexes to the Consolidated Financial Statements, between the reclassified statement of financial position and the statement of financial position.
This APM is used by the Group in the context of both internal and external documents and represents a useful tool to assess the Group’s financial structure, including by comparing the reporting period with that of the previous periods or years.
Non-current Assets : calculated as the sum of property, plant and equipment, investment property, intangible assets with finite life, goodwill, investments accounted for using the equity method and other investments.
For further details on the development of the individual items that make up the measure, please refer to the reconciliation statement, included in the annexes to the Consolidated Financial Statements, between the reclassified statement of financial position and the statement of financial position.
Other Non-current Assets (liabilities) : calculated as the sum of other non-current assets net of sundry payables and other non-current liabilities and the non-current portion of the fair value of commodity derivatives.
For further details on the development of the individual items that make up the measure, please refer to the reconciliation statement, included in the annexes to the Consolidated Financial Statements, between the reclassified statement of financial position and the financial statements.
Net Working Capital (NWC) : calculated as the algebraic sum of current and non-current contract assets and liabilities, current and non-current trade receivables, inventories, current tax assets and liabilities, sundry and other current assets, trade payables and sundry and other current liabilities and the current portion of the fair value of commodity derivatives.
For further details on the development of the individual items that make up the measure, please refer to the reconciliation statement, included in the annexes to the Consolidated Financial Statements, between the reclassified statement of financial position and the financial statements.
This APM is used by the Group in the context of both internal and external documents and represents a useful tool to assess the Group’s operational efficiency, including by comparing the reporting period with those related to the previous periods or years.
Iren Group | Directors’ Report at 30 June 2026 27 Gross Operating Profit or Loss (EBITDA): calculated as the sum of pre-tax profit or loss, share of profit or loss from equity-
accounted investees, impairment gains and losses on equity investments, financial income and expense, and amortisation, depreciation, provisions and impairment losses. EBITDA is explicitly shown as a subtotal in the financial statements.
This APM is used by the Group in the context of documents both internal to the Group and external and is a useful tool for assessing the Group’s operating performance (both as a whole and at the individual Business Units level), including by comparing the operating results for the reporting period with those for previous periods or years. This indicator also makes it possible to carry out the analyses of operating trends and to measure performance in terms of operating efficiency over time.
Operating Profit or Loss (EBIT): calculated as the sum of pre-tax profit or loss, share of profit or loss of equity-accounted investees, impairment gains and losses on equity, investments and financial income and expense. Operating profit or loss is explicitly shown as a subtotal in the financial statements.
Investments: represent the sum of investments in property, plant and equipment, intangible assets and financial assets (equity investments), presented gross of grants related to assets.
This APM is used by the Group in both internal and external documents and represents a useful tool to assess the financial resources used for the purchase of durable goods during the period.
Capital expenditure: represent the sum of investments in property, plant and equipment and intangible assets net of increases resulting from decommissioning charges and right-of-use assets under IFRS 16.
This APM is used by the Group in both internal and external documents and represents a useful tool to assess the financial resources used for the purchase of durable goods during the period.
Cash Flow from Investing Activities : determined by the algebraic sum of cash flows related to capital expenditures, realisation of investments, changes in assets held for sale and dividends collected, as well as the effect on Net Financial Debt resulting from the acquisition of subsidiaries and non-controlling interests, as indicated in the Statement of Changes in Net Financial Debt.
Free Cash Flow : determined by the sum of net cash from operating activities and cash flow from investing activities as shown in the Statement of Changes in Net Financial Debt.
Gross operating profit or loss (EBITDA) margin : calculated by dividing the adjusted gross operating profit or loss by revenue.
This APM is used by the Group in both internal and external documents and is a useful tool to assess the Group’s operating performance (both as a whole and for individual Business Units), also by comparison with previous periods or years.
Debt/Equity: determined as the ratio between net financial debt and equity including non-controlling interests.
This APM is used by the Group in the context of documents both internal to the Group and external and is a useful instrument for assessing the financial structure in terms of relative proportion of financing sources between third-party funds and own funds.
Investors should note that:
these measures are not recognised as performance criteria under IFRS;
they shall not be adopted as alternatives to operating profit, profit for the period, operating and investing cash flow, net financial position or other measures consistent with IFRS, Italian GAAP or any other generally accepted accounting
principles; and
they are used by management to monitor the performance of the business and its management, but are not indicative of historical operating results, nor are they intended to be predictive of future results.
Iren Group | Directors’ Report 28 Iren Group’s financial position, financial performance and cash
flows
Income statement
IREN GROUP INCOME STATEMENT
thousand euro
First half of 2026 First half of
2025 Change
%
Revenue
Revenue from goods and services 3,106,832 3,357,047 (7.5) Other income 150,195 128,554 16.8 Total revenue 3,257,027 3,485,601 (6.6)
Operating expenses
Raw materials, consumables, supplies and goods (1,223,700) (1,387,289) (11.8) Services and use of third-party assets (938,089) (1,003,170) (6.5) Other operating expenses (49,635) (58,227) (14.8) Capitalised costs for internal work 28,067 28,025 0.1 Personnel expense (341,566) (338,703) 0.8 Total operating expenses (2,524,923) (2,759,364) (8.5)
GROSS OPERATING PROFIT (EBITDA) 732,104 726,237 0.8
Depreciations, amortisations, provisions and impairment losses Amortisation/Depreciation (362,586) (350,009) 3.6 Impairment losses on loans and receivables (46,641) (44,774) 4.2 Other provisions and impairment losses (4,400) (5,144) (14.5) Total depreciation, amortisation, provisions and impairment losses (413,627) (399,927) 3.4
OPERATING PROFIT 318,477 326,310 (2.4)
Financial management
Financial income 10,558 20,636 (48.8) Financial expense (64,014) (79,913) (19.9) Net financial expense (53,456) (59,277) (9.8) Gains (losses) on equity-accounted investees - (87) (100.0) Share of profit or loss of equity-accounted investees, net of tax effects 6,595 8,561 (23.0) Pre-tax profit 271,616 275,507 (1.4) Income taxes (82,840) (82,650) 0.2 Profit from continuing operations 188,776 192,857 (2.1) Profit (loss) from discontinued operations - - -
Profit for the period 188,776 192,857 (2.1) attributable to: - -
- Profit for the period attributable to the owners of the parent 181,764 183,573 (1.0)
- Profit for the period attributable to non-controlling interests 7,012 9,284 (24.5)
Iren Group | Directors’ Report at 30 June 2026 29
Revenue
For the first half of 2026, the Group reported revenue of 3,257,0 million euro, down 6.6% compared to 3,485.6 million euro in the first half of 2025. The main factors contributing to the decrease are linked to the decline in energy revenues, which were influenced for more than 290 million euro by lower volumes of energy supplies, only partially offset by higher revenue resulting from the rise in commodity prices for more than 100 million euro. Energy efficiency activities also saw a decline of approximately 56 million euro due to the inapplicability of eco-bonus incentives.
Gross Operating Profit (EBITDA) Gross Operating Profit amounted to 732.1 million euro, up 0.8% compared to 726.2 million euro in the first half of 2025.
The energy scenario was characterised by highly volatile commodity prices with diverging trends in individual months, but with an overall positive effect on production margins, partly limited by the high level of hedging on energy commodities carried out in advance during 2025. Price trends, for energy production margins, had positive effects in the amount of approximately +6 million euro.
Despite a positive energy scenario, the gross operating profit declined due to lower production volumes, particularly in hydroelectric generation (-25.7%), which was attributable to extraordinary maintenance work on the reservoirs, which required them to be completely emptied at the end of 2025 to which was added the poor water supply in the first months of the year. The reduction in hydroelectric volumes had a negative impact of 21 million euro compared to the first half of 2025, only marginally offset by increased photovoltaic production, also thanks to the commissioning of the Noto plant starting in September 2025 (+2 million euro).
The contribution of the corresponding “Capacity Market” and the Dispatching Services Market (MSD) contributed positively to the gross operating profit.
The trading business for energy commodities saw a decline (-9 million euro) due to the anticipated reduction in margin from gas sales (-14 million euro, mainly due to lower volumes sold), only partially offset by electricity sales (+3 million euro) and the sale of other Iren Plus branded services (+2 million euro).
A positive contribution was generated by organic growth in the Integrated Water Service within the Networks BU (+7 million euro), mainly related to tariff awards as a result of investments made in recent years and the positive regulatory effects in the Networks sector overall (+3 million euro).
The Waste Management sector also improved. The 16 million euro increase is mainly attributable to the separate collection valorisation plants which, in addition to having recorded improvements in operating activity, also benefited from previous tariff adjustments.
The change in gross operating profit with reference to the individual business units is broken down as follows: Waste Management BU +12%, Networks BU +1.2%, Market BU -2.3% and Energy BU -5.9%.
Iren Group | Directors’ Report 30
Operating profit
Operating profit (EBIT) amounted to 318.5 million euro, down 2.4% compared to 326.3 million euro in the first half of 2025.
The period saw higher depreciation and amortisation of 13 million euro due to the entry into service of new investments, the 2 million euro increase in the impairment losses on loans and receivables and higher impairment losses of 4 million euro, offset by lower provisions for risks and higher releases totalling 4 million euro.
Financial management
Net financial expense came to 53.5 million euro, with an overall decrease (-9.8%) compared to the figure for the first half of 2025.
In particular, financial income stood at 10.5 million euro compared to 20.6 million in the comparison period: their reduction (-10.1 million) is almost entirely attributable to the lower interest income on liquidity investments.
The change in financial expense (64.0 million in the first half of 2026 compared to 79.9 in the same period of 2025, -15.9 million) is mainly due to lower gross debt; it should also be noted that the figure for the comparative period included one-off items relating to liability management activities.
Gains/(losses) on equity-accounted investees No amounts were recorded under this item in the first half of 2026. In the comparative period, the amount of -0.1 million euro related to the effect of the remeasurement at fair value, at the date of acquisition of control, of the prior interest in EGEA Holding.
Share of profit or loss of equity-accounted investees, net of tax effects This item, which amounts to +6.6 million euro (+8.6 million in the first half of 2025), includes the share of the pro-rata profit or loss on the Group’s associates and joint ventures, the most significant of which regard Asti Servizi Pubblici, Aguas de San Pedro, ASTEA and ACOS.
Pre-tax profit
As a result of the above trends, consolidated pre-tax profit amounted to 271.6 million euro, a slight decrease compared to 275.5 million euro in the comparative period.
Income taxes
Income taxes for the first half of 2026 amounted to 82.8 million euro, substantially in line with the figure for the first half of 2025. The tax rate, representing the estimated effective tax rate for the full year, was 30.5%, higher than the figure recorded in the comparative period (30.0%).
The higher tax rate is due in particular to the effects of Article 3 of the so-called “2026 Energy Bills Decree” (Decree-Law 21/2026, converted into Law No. 49 of 10 April 2026), which increased the IRAP rates by two percentage points for companies in the energy sector that mainly carry out the economic activities identified by specific ATECO codes. The increase applies to the 2026 and 2027 tax periods.
Profit for the period As a result, the profit for the period totalled 188.8 million euro, (-2.1% compared to the first half of 2025).
Of this amount, 181.8 million euro is attributable to the owners of the parent (183.5 million euro in the first half of 2025), and 7.0 million euro is attributable to non-controlling interests (compared to 9.3 million euro in the comparative period).
Iren Group | Directors’ Report at 30 June 2026 31 Statement of Financial Position
RECLASSIFIED STATEMENT OF FINANCIAL POSITION OF IREN GROUP
thousand euro
30.06.2026 31.12.2025 Change % Non‐current assets 8,867,666 8,818,759 0.6 Other non‐current assets (liabilities) (787,488) (765,712) 2.8 Net working capital 289,016 241,417 19.7 Deferred tax assets (liabilities) 301,405 293,248 2.8 Provisions for risks and employee benefits (794,332) (740,798) 7.2 Assets held for sale (liabilities associated with assets held for sale) 91,271 85,397 6.9 Net invested capital 7,967,538 7,932,311 0.4 Equity 3,691,597 3,710,567 (0.5) Non‐current financial assets (140,423) (148,393) (5.4) Non-current financial debt 4,588,841 4,490,480 2.2 Non‐current net financial debt 4,448,418 4,342,087 2.4 Current financial assets (342,214) (239,280) 43.0 Current financial debt 169,737 118,937 42.7 Current net financial position (172,477) (120,343) 43.3 Net financial debt 4,275,941 4,221,744 1.3 Own funds and net financial debt 7,967,538 7,932,311 0.4
For a reconciliation of the reclassified statement of financial position with that of the financial statements, please refer to the specific annex to the Notes to the Condensed Interim Consolidated Financial Statements.
The main changes in the statement of financial position are commented on below.
Non-current assets at 30 June 2026 amounted to 8,867.7 million euro, up compared to 31 December 2025, when they were 8,818.8 million euro. The increase (+48.9 million euro) is mainly due to the effect of the following:
investments in property, plant and equipment and intangible assets (+408.7 million euro) and depreciation and amortisation (-362.6 million euro) in the period;
the change in right-of-use assets in application of IFRS 16 – Leases for +4.1 million, largely relating to rental and leasing contracts for vehicles and buildings instrumental to operating activities
For more detailed information on the sector-specific breakdown of capital expenditure during the period, please refer to the following chapter, “Segment reporting”.
Changes in “Other non-current assets (liabilities)” mostly refer to deferred income components related to grants received for investments, including those related to PNRR funds for network efficiency and the circular economy.
Net working capital stood at 289.0 million euro, against 241.4 million euro as at 31 December 2025 (+47.6 million). The increase is mainly attributable to the change in trade items, mitigated by the assignment of tax credits for Superbonus and the collection of the advance payment linked to the sale of the Integrated Water Service business unit in 43 municipalities of the ATO 4 in the Cuneo area.
Provisions for risks and employee benefits amounted to 794.3 million euro, an increase compared to the figure at the end of 2025, when they stood at 740.8 million (+53.5 million). The main change relates to the allocation for CO 2emission rights (Emission Trading System) still to be purchased for the 2026 obligation, net of the use of provisions for the period.
The change in Assets held for sale (liabilities associated with assets held for sale) relate to activities associated with the management of the Integrated Water Service in 43 municipalities of the ATO 4 in the Cuneo area, currently operating under an extended concession regime, pending the planned transfer to the successor operator, COGESI.
Iren Group | Directors’ Report 32 Equity amounted to 3,691.6 million euro, compared with 3,710.6 million at 31 December 2025 (-19.0 million). The change is due to the following:
profit for the period (+188.8 million);
dividends approved (-189.1 million);
recognition of the coupons for the period relating to the perpetual hybrid bond, recognised as an equity component, net of the related tax effect (-17.1 million);
change in the hedging reserve, related to interest rate and commodity hedging derivatives (-2.8 million);
other minor changes (+1.2 million).
Net Financial Debt amounted to 4,275.9 million euro at 30 June 2026, an increase of 54.2 million compared to 31 December 2025 (+1.3%). For further details, please refer to the analysis of the statement of cash flows presented below.
Iren Group | Directors’ Report at 30 June 2026 33
CHANGE IN NET FINANCIAL DEBT OF IREN GROUP
The following table shows the changes in the Group’s Net Financial Debt during the period.
thousand euro
First half of 2026 First half of
2025 Change
% Opening net financial debt (4,221,744) (4,082,743) 3.4 Profit for the period 188,776 192,857 (2.1) Non-monetary adjustments 653,273 641,627 1.8 Payment of employee benefits (5,516) (4,323) 27.6 Utilisations of provisions for risks and other charges (17,797) (14,290) 24.5 Change in other non-current assets and liabilities 22,968 84,587 (72.8) Taxes paid (49,717) (1,207) (*) Other changes in equity 76 88 (13.6) Cash flows from changes in NWC (225,033) (397,719) (62.4) Change in market exposure for commodity derivatives (23,591) 22,194 (*) Cash flows from operating activities 543,439 523,814 18.1 Investments in property, plant and equipment and intangible assets with a finite life (408,702) (392,765) 4.1 Investments in financial assets (2,106) (1,150) 83.1 Investments and change in assets held for sale 6,155 1,049 (*) Acquisition and disposal of subsidiaries/business units and non-controlling interests 75,321 (520,902) (100.0) Dividends collected 1,141 1,830 (37.7) Total cash flows used in investing activities (328,191) (911,938) (55.8) Free cash flow 215,248 (388,124) (*) Cash flows from own capital (211,574) 311,598 (*) Other changes (57,871) (68,889) (16.0) Change in Net financial debt (54,197) (145,415) (62.7) Closing Net financial debt (4,275,941) (4,228,158) 1.1 (*) Change of more than 100%
The change in Net Financial Debt compared to 31 December 2025 of +54.2 million euro is due to the following factors:
cash flows from operating activities of +543,4 million (+523.8 million in the first half of 2025);
cash flows used in investing activities of -328,2 million (-911.9 million in the first half of 2025), which include, in particular, capital expenditure for the period (408.7 million, slightly up on the comparative period) and the purchase of equity investments (2.1 million) net of the collection of the advance payment linked to the sale of the Integrated Water Service business unit in 43 Municipalities of the "Cuneo" ATO4 (under "Acquisition and disposal of subsidiaries/business units and non-controlling interests") for 75.4 million.
It should be noted that in the first half of 2025, the item “Acquisition and disposal of subsidiaries/business units and non-
controlling interests” included, for a total of -520.9 million euro, the acquisition of control over the EGEA Holding Group, including recognition of the call option and the net financial debt assumed (237.7 million) and the consideration paid for the acquisition of the non-controlling interest in Iren Acqua (283.2 million, including ancillary charges).
cash flows from own capital of -211.6 million, related to dividends approved (-189.1 million) and the payment of coupons relating to the perpetual hybrid bond (-22.5 million). In the first half of 2025, the item (+311.6 million) included the issuance of the perpetual hybrid bond for +493.8 million, in addition to the related coupons and dividends paid;
other changes , equal to -57.8 million (-68.9 million in the comparison period), mainly related to the effect of net financial expense, fair value gains on hedging derivatives and the recognition of IFRS 16 leases for the period.
Finally, the statement of cash flows prepared according to the model expressed as a change in cash and cash equivalents is presented at the beginning of the section “Condensed Interim Consolidated Financial Statements and Notes at 30 June 2026”.
Iren Group | Directors’ Report 34
Segment reporting
Iren Group operates in the following operating segments:
Networks (Electricity distribution networks, Gas distribution networks, Integrated Water Service) Waste Management (Waste collection, treatment and disposal) Energy (Hydroelectric Production and production from other renewable sources, Combined Heat and Power, District Heating Networks, Thermoelectric Production, Public Street Lighting, Global services, Energy efficiency services) Market (Sale of electricity, gas and other customer services) Other services (Laboratories, Telecommunications and other minor services).
These operating segments are disclosed pursuant to IFRS 8, which requires the disclosure about operating segments to be based on the elements which management uses in making operational and strategic decisions.
For a proper interpretation of the income statements relating to individual businesses presented and commented on below, revenue and expense referring to general activities were fully allocated to the businesses based on actual usage of the services provided or according to technical and economic drivers.
Given the fact that the Group mainly operates in one area, the following segment reporting does not include a breakdown by geographical segment.
The following tables show the Net Invested Capital at 30 June 2026 compared to 31 December 2025 and the income statements for the first half of 2026 (up to operating profit or loss) by operating segment, compared to the figures for the first half of 2025.
At 30 June 2026, non-regulated activities contributed 27.2% to EBITDA (30.3% at 30 June 2025), while regulated activities accounted for 55.2% (up compared to 52.8% in the same period of 2025), and semi-regulated activities contributed 17.6% (16.9% in the first half of 2025).
Iren Group | Directors’ Report at 30 June 2026 35 Reclassified statement of financial position by operating segment at 30 June 2026
millions of euro
Networks Waste
Management Energy Market Other
services Non-
allocable Total
Non-current assets 4,085 1,699 2,423 418 21 222 8,868 Net working capital 156 159 35 (64) 3 - 289 Other non-current assets and liabilities (625) (263) (239) (63) 1 - (1,189) Net invested capital (NIC) 3,616 1,595 2,219 291 25 222 7,968
Equity 3,692
Net financial debt 4,276 Own funds and net financial debt 7,968
Reclassified statement of financial position by operating segment at 31 December 2025
millions of euro
Networks Waste
Management Energy Market Other
services Non-
allocable Total
Non-current assets 4,035 1,687 2,429 428 26 214 8,819 Net working capital 174 36 107 (79) 3 241 Other non-current assets and liabilities (625) (257) (178) (62) (5) (1,128) Net invested capital (NIC) 3,584 1,466 2,357 287 24 214 7,932
Equity 3,710
Net financial debt 4,222 Own funds and net financial debt 7,932
Income statement by operating segment for the first half of 2026
millions of euro
Networks Waste
Management Energy Market Other
services Non-
allocable Total
Total revenue and income 681 709 1,291 1,815 17 (1,256) 3,257 Total operating expenses (407) (561) (1,128) (1,671) (14) 1,256 (2,525) Gross operating profit (EBITDA) 274 148 163 144 3 - 732 Net amortisation, depreciation and impairment losses (124) (115) (93) (80) (2.0) - (414) Operating profit (EBIT) 150 33 70 64 1 - 318
Income statement by operating segment for the first half of 2025
thousand euro
Networks Waste
Management Energy Market Other
services Non-
allocable Total
Total revenue and income 677 689 1,426 1,962 16 (1,284) 3,486 Total operating expenses (406) (557) (1,253) (1,814) (14) 1,284 (2,760) Gross operating profit (EBITDA) 271 132 173 148 2 - 726 Net amortisation, depreciation and impairment losses (121) (110) (91) (77) (1) - (400) Operating profit (EBIT) 150 22 82 71 1 - 326
Iren Group | Directors’ Report 36
Networks SBU
For the six-months ended 30 June 2026, the Networks operating segment, which includes the Gas Distribution, Electricity and Integrated Water Service businesses, reported revenue of 681.2 million euro, a marginal increase of +0.6% compared to 676.9 million euro in the first half of 2025.
Gross operating profit amounted to 273.8 million euro, an increase of +1.2% compared to 270.5 million euro in the first half of 2025, and is primarily attributable to organic growth linked to the increased tariff constraints of the Integrated Water Service following investments made in previous years.
Operating profit amounted to 150 million euro and was essentially in line with the first half of 2025 (-0.1%). The period was characterised by lower impairment losses on loans and receivables of 1 million euro and higher impairment losses of 2 million euro, while depreciation and amortisation were essentially stable.
First half of 2026 First half of
2025 Changes
% Revenue €/mln 681.2 676.9 0.6 Gross operating profit (EBITDA) €/mln 273.8 270.5 1.2 % of revenue 40.2% 40.0% from Electricity Networks €/mln 56.2 50.6 11.0 from Gas Networks €/mln 51.8 61.6 (15.9) from Integrated Water Service €/mln 165.8 158.3 4.7 Operating profit €/mln 150.0 150.1 (0.1)
Investments €/mln 176.5 182.4 (3.2) in Electricity Networks €/mln 47.2 53.4 (11.5) in Gas Networks €/mln 21.6 19.7 9.6 in Integrated Water Service €/mln 105.0 100.8 4.2 Other €/mln 2.6 8.5 (69.5)
Electricity distributed GWh 1,900.5 1,737.4 9.4 Gas distributed Mcm 635.1 641.6 (1.0) Water sold Mcm 92.0 92.9 (0.9)
Networks SBU - Electricity The gross operating profit amounted to 56.2 million euro, up +11.0% compared to 50.6 million euro in the first half of 2025.
The improvement is attributable to the increase in the revenue constraint and the efficiency of operating costs.
Investments made during the period amounted to 47.2 million euro, down -11.5% compared to 53.4 million euro in the first half of 2025 for different planning during the year and relate mainly to connections and activities to strengthen the resilience of the distribution network (construction of primary substations, modernisation and development of distribution lines).
Networks SBU - Gas Distribution The gross operating profit amounted to 51.8 million euro, a decrease of -15.9% compared to 61.6 million euro in the first half of 2025. The decrease in the margin was generated by the absence of the effects generated on the 2025 financial year by the non-recurring contingency related to ARERA Resolution No. 570.
Investments amounted to 21.6 million euro, up +9.6% compared with 19.7 million euro in the first half of 2025, and involved mainly the maintenance, renewal and cathodic protection of the network and the installation of electronic meters.
Networks SBU - Integrated Water Service The gross operating profit amounted to 165.8 million euro, up +4.7% compared to 158.3 million euro in the first half of 2025.
The improvement is attributable to the organic growth of realised investments, the introduction of the new MTI-4 tariff method valid for the fourth regulatory period 2024-2029 and the recognition of inflation for 2025 , partially offset by the tariff adjustments and by the recognition on the commercial technical quality that had positively characterised the first half of 2025.
Iren Group | Directors’ Report at 30 June 2026 37 Investments amounted to 105 million euro, up +4.2% compared to 100.8 million euro in the first half of 2025. These activities relate to the construction, development and extraordinary maintenance of distribution networks and plants and of the sewerage network, as well as the installation of measuring units mainly with new technology involving remote reading, as well as the construction and modernisation of wastewater treatment plants.
Additionally, Investments of 2.6 million euro were recorded, a decrease from 8.5 million euro in the first half of 2025, mainly related to digitalisation projects and the renovation of operational buildings.
Waste management SBU For the six-month period ended 30 June 2026, the segment revenue amounted to 708.8 million euro, up +2.9% from 688.7 million euro in the first half of 2025.
First half of 2026 First half of
2025 Changes
% Revenue €/mln 708.8 688.7 2.9 Gross Operating Profit (EBITDA) €/mln 148.2 132.3 12.0 % of revenue 20.9% 19.2% Operating profit €/mln 32.6 21.6 51.4
Investments €/mln 67.5 74.4 (9.3)
Electricity sold GWh 247.4 241.6 2.4 Thermal energy produced GWht 234.4 232.1 1.0
Waste managed tonnes 1,935,248 2,092,674 (7.5)
Sorted waste collection % 71.4 69.3
The gross operating profit amounted to 148.2 million euro, an increase of +12.0% compared to 132.3 million euro in the first half of 2025. This increase is characterised by improved results from the treatment and recovery of sorted waste collection, which, in addition to recording improvements in operational activity, also benefited from tariff adjustments from previous years. This was partially offset by the decline in the results of disposal activities, particularly with regard to landfills, due to the saturation of authorised volumes and the resulting lower quantities delivered.
The operating profit amounted to 32.6 million euro, up +51.4% compared to 21.6 million euro in the first half of 2025. The period saw higher depreciation and amortisation of 2 million euro, higher impairment losses of 2 million euro, and impairment losses on loans and receivables of 1 million euro, offset by lower provisions for risks of approximately 2 million euro.
Investments amounted to 67.5 million euro, a decrease of 9.3% compared to the 74.4 million euro of the first half of 2025 and refer to the purchase of waste collection vehicles and equipment and the construction of treatment plants. Among the latter, the completion of the OFMSW plant in La Spezia, the expansion of production capacity at the pallet plant in Vercelli, and the revamping of the boilers at the WtE TRM in Turin are particularly noteworthy.
Iren Group | Directors’ Report 38
Energy SBU
For the six-month period ended 30 June 2026, the revenue of the Energy SBU, which includes the production of electricity and heat, management of district heating, activities related to public lighting and energy efficiency, amounted to 1,290.8 million euro, a decrease of -9.5% compared to 1,426.4 million euro in the first half of 2025.
The decrease in revenue is mainly attributable to lower volumes of electricity generated, partially offset by higher electricity and heat sales prices. Revenue from energy efficiency activities decreased (approximately -56 million euro) in relation to the Superbonus incentive for non-profit organisation buildings, which ended at the end of 2025, only partially offset by public lighting activities.
First half of 2026 First half of
2025 Changes
% Revenue €/mln 1,290.8 1,426.4 (9.5) Gross Operating Profit (EBITDA) €/mln 163.3 173.5 (5.9) % of revenue 12.6% 12.2% Operating profit €/mln 69.7 82.1 (15.1)
Investments €/mln 75.5 56.6 33.2
Electricity generated GWh 4,498.7 4,466.5 0.7 from hydroelectric sources GWh 560.0 754.2 (25.7) from photovoltaic GWh 161.5 154.5 4.5 from cogeneration sources GWh 2,553.6 2,554.7 (0.0) from thermoelectric sources GWh 1,223.7 1,003.1 22.0
Heat produced GWht 1,504.3 1,574.0 (4.4) from cogeneration sources GWht 1,279.9 1,301.5 (1.7) from non‐cogeneration sources GWht 224.4 272.5 (17.6) District heating volumes Mcm 115.5 113.5 1.7
In the first half of 2026, electricity generated totalled 4,498.7 GWh, up 0.7% from 4,466.5 GWh in the first half of 2025.
Electricity production from cogeneration sources amounted to 2,553.6 GWh, substantially in line compared to 2,554.7 GWh in the first half of 2025, while thermoelectric production was equal to 1,223.7 GWh, an increase of 22.0% compared to 1,003.1 GWh in the first half of 2025.
Production from renewable sources amounted to 721.5 GWh, down 20.6% from 908.7 GWh in the first half of 2025. The decrease recorded relates to hydroelectric generation, which amounted to 560 GWh compared to 754.2 GWh in the first half of 2025 (-25.7%) due to the above-mentioned extraordinary maintenance work on the reservoirs, which required their emptying at the end of 2025, together with the poor water availability in the first half of 2026, while photovoltaic/wind generation amounted to 161.5 GWh, an increase of 4.5% compared to 154.5 GWh the previous year, also thanks to the commissioning of the Noto photovoltaic plant from September 2025.
The heat produced amounted to 1,504.3 GWht, a decrease of 4.4% compared to the 1,574 GWht of the first half of 2025 due to a less favourable thermal season that negatively offset the developments in the network, which brought the district heating volumes to 115.5 Mcm compared to 113.5 Mcm in the first half of 2025 (+1.7%).
The gross operating profit amounted to 163.3 million euro, down 5.9% compared to 173.5 million euro in the first half of 2025.
The trend in the energy scenario was characterised by a highly volatile trend in commodity prices, with a surge from February partly due to the international geopolitical situation, a cooling in April and May, and a rise in June due to climatic effects.
Overall, this volatility had a positive impact on electricity production profits, which were partly limited by the high level of hedging carried out in 2025 to secure profits, but fully offset by the lower quantities produced, particularly in hydroelectric production (-25.7%), also due to the low level of reservoirs at the beginning of the year.
Revenue from the ‘capacity market’ service fee and revenue from the Dispatching Services Market (MSD) improved compared to the first half of 2025.
Heat production intended for district heating also shows improvement, due to a positive price effect that more than absorbed the economic effect of lower sales volumes.
Energy efficiency activities for the construction sites related to the so-called ‘Superbonus 110%’ of the non-profit organisations, which ended at 31 December 2025, decreased.
Iren Group | Directors’ Report at 30 June 2026 39 The operating profit amounted to 69.7 million euro, down 15.1% compared to 82.1 million euro in the first half of 2025. During the period, higher amortisation and depreciation of 4 million euro and a higher release of provisions of 2 million euro were recorded.
Investments amounted to 75.5 million euro, up 33.2% compared to 56.6 million euro in the first half of 2025. Major projects include the development of district heating networks, photovoltaic plants in the Emilia and Veneto areas and activities relating to the Turbigo aerothermal plant.
Market
For the six-month period ended 30 June 2026, the segment revenue amounted to 1,815.4 million euro, down 7.5% from 1,962.6 million euro in the first half of 2025. The decrease in turnover is mainly attributable to lower sales volumes, partially offset by the increase in electricity prices.
The gross operating profit amounted to 144.4 million euro, down 2.3% compared to 147.7 million euro in the first half of 2025.
The operating profit amounted to 64.4 million euro, down 9.7% compared to 71.4 million euro in the first half of 2025. During the period, impairment losses on loans and receivables increased for 3 million euro.
First half of 2026 First half of
2025 Changes
% Revenue €/mln 1,815.4 1,962.6 (7.5) Gross Operating Profit (EBITDA) €/mln 144.4 147.7 (2.3) % of revenue 8.0% 7.5% from Electricity €/mln 72.7 70.5 3.1 from Gas €/mln 64.2 72.6 (11.6) from Heat and other services €/mln 7.5 4.6 62.0 Operating profit €/mln 64.5 71.4 (9.6)
Investments 47.4 45.1 5.2 Electricity Sold GWh 3,116.3 3,577.7 (12.9) Gas Purchased Mcm 1,237.5 1,235.6 0.1 Gas sold by the Group Mcm 450.4 499.2 (9.8) Gas for internal use Mcm 765.8 732.2 4.6
Sale of electricity The volumes of electricity sold amounted to 3,116.3 GWh, a decrease of 12.9% compared to 3,577.7 GWh in the first half of 2025.
The free market recorded sales of 3,077.7 GWh, a decrease of 13.0% compared to the 3,536.7 GWh of the first half of 2025.
The decline in sales affected the retail and small business segment, which recorded sales of 1,747 GWh, down 8.2% compared to 1,902.5 GWh in the first half of 2025, and the wholesale segment, which recorded sales of 215.8 GWh, down -
67.9% compared to 673.1 GWh in the previous year.
There was an increase in volumes for the business segment, which recorded sales of 1,114.9 GWh, up 16% from 961.1 GWh in the corresponding period of 2025.
Sales in the protected market amounted to 38.6 GWh, a decrease of 5.7% from 41 GWh in the first half of 2025, mainly due to the partial liberalisation of the market.
The gross operating profit from electricity sales is equal to 72.7 million euro, up 3.1% compared to 70.5 million euro in the first half of 2025. The improvement in unit margins, the efficiency of operating costs and some prior year income have allowed to absorb the effects of the lower quantities sold.
Iren Group | Directors’ Report 40 The table below shows the quantities sold by class of customer sector:
Market SBU – Sale of Electricity - GWh
First half of 2026 First half of
2025 Changes
% Business 1,114.9 961.1 16.0 Retail and small business 1,747.0 1,902.5 (8.2) Wholesalers 215.8 673.1 (67.9) Free market 3,077.7 3,536.7 (13.0) Protected market 38.6 41.0 (5.7)
Total Electricity sold 3,116.3 3,577.7 (12.9)
Sale of Natural Gas Purchased volumes amounted to 1,237.5 Mcm, substantially in line (+0.1%) compared with 1,235.6 Mcm in the first half of 2025.
Gas sold to third parties by the Group amounted to 450.4 Mcm, down by 9.8% compared to 499.2 Mcm sold in the first half of 2025, while gas used for internal consumption within the Group amounted to 765.8 Mcm, an increase of 4.6% compared to 732.2 Mcm in the corresponding period of 2025.
The gross operating profit from the sale of gas amounted to 64.2 million euro, down 11.6% compared to 72.6 million euro in the first half of 2025. The decrease is attributable to lower unit margins and lower sales volumes due to lower consumption in the winter period. These negative factors were partially offset by the efficiency of operating costs.
Other sales services Other sales services show a Gross Operating Profit of 7.5 million euro, an improvement on the 4.6 million euro of the first half of 2025, mainly due to increased sales of Iren Plus branded products and services.
Investments of the Market SBU amounted to 47.4 million euro, up 5.2% from the 45.1 million euro in the first half of 2025.
Other services
For the six-month period ended 30 June 2026, the revenue of the segment, which includes the activities of the analysis laboratories, telecommunications and other minor activities, was 17.2 million euro, up 8.7% compared to the 15.8 million euro in the first half of 2025.
First half of 2026 First half of
2025 Changes
% Revenue €/mln 17.2 15.8 8.7 Gross Operating Profit (EBITDA) €/mln 2.6 2.0 27.5 % of revenue 14.5% 12.4% Operating profit €/mln 1.5 1.1 39.5
Investments €/mln 41.9 34.2 22.3
The gross operating profit amounted to 2.6 million euro, up compared to 2.0 million euro in the first half of 2025.
Investments in the period amounted to 41.9 million euro, up compared to 34.2 million euro in the first half of 2025 and mainly related to information systems.
Iren Group | Directors’ Report at 30 June 2026 41
Energy Balances
Electricity balance
GWh First half 2026 First half
2025 Changes
%
SOURCES
Group’s gross production 4,734.0 4,700.9 0.7 a) Hydroelectric 560.0 754.2 (25.7) b) Photovoltaic and wind 161.5 154.5 4.5 c) Cogeneration 2,553.6 2,554.7 -
d) Thermoelectric 1,223.7 1,003.1 22.0 e) Production from WTE 227.4 225.6 0.8 f) Biogas, biomass and other renewables 7.9 8.8 (10.2) Purchases from Acquirente Unico [Single Buyer] 42.5 45.1 (5.8) Energy purchased on the Power exchange 1,593.7 2,665.3 (40.2) Energy purchased from wholesalers and imports 113.4 195.4 (42.0) Total Sources 6,483.7 7,606.7 (14.8)
USES
Sales to protected customers 38.6 41.0 (5.9) Sales to end customers and wholesalers 3,077.7 3,536.7 (13.0) Sales on the Power exchange 3,117.9 3,855.4 (19.1) Pumping, distribution losses and other 249.5 173.6 43.7 Total Uses 6,483.7 7,606.7 (14.8)
39 413,1183,8553,0783,537250174
6,4847,607
02,0004,0006,0008,000
First Half
2026First Half
2025USES
Pumping, distribution leaks and other End customers and wholesalers
Power Exchange
Protected customers
4,734 4,7011,7502,9066,4847,607
02,0004,0006,0008,000
First Half
2026First Half
2025SOURCES
Internal sources External sources
Iren Group | Directors’ Report 42
Gas balance
Millions of m³ First half 2026 First half
2025 Changes
%
SOURCES
Short-term market condition contracts 1,232.1 1,205.9 2.2 Withdrawals from storage 5.4 29.7 (81.8) Total Sources 1,237.5 1,235.6 0.2
USES
Gas sold by the Group 450.4 499.2 (9.8) Gas for internal use (1) 765.8 732.2 4.6 Gas in storage 21.3 4.2 (*) Total Uses 1,237.5 1,235.6 0.2 (*) Change of more than 100%
(1) Internal use concerns thermoelectric plants and use for heat services and internal consumption
1,232 1,2065 301,238 1,236
05001,0001,500
First Half
2026First Half
2025SOURCES
Withdrawal from storage
Short-term contracts
45049976673221 41,238 1,236
05001,0001,500
First Half
2026First Half
2025USES
Gas in storage Gas for internal use Gas sold by the Group
Iren Group | Directors’ Report at 30 June 2026 43
Financial management
General framework
During the first half of 2026, the downward trend in the interest rate curve recorded in the first few months of the year underwent a sharp upward reversal following the outbreak of the Middle East crisis.
The ceasefire reached in mid-June led to a temporary reduction in the curve, while the subsequent resurgence of tensions in early July brought rates back to levels close to the highs recorded in the period following the start of the conflict.
The continuation of the geopolitical tensions continues to fuel uncertainty in the macroeconomic environment, with potential repercussions on interest rate trends and on growth and inflation prospects, which therefore remain subject to high volatility.
At its June meeting, the European Central Bank raised key interest rates by 25 basis points, bringing the official discount rate (Deposit Rate) to 2.25% and interrupting the cycle of reductions that began in June 2025.
Finally, examining the six-month Euribor rate, it is noted that the parameter is equal to 2.7%, while the prices of fixed rates, reflected in the IRS values, are positioned at levels around 3%-3.1%.
Activities performed
Throughout the period, efforts continued to strengthen the financial structure of Iren Group. Changes in financial requirements are monitored through careful planning, which makes it possible to forecast the need for new resources, taking into account the repayments of outstanding loans, changes in debt, investments, the trend in working capital and the balance of short‐term and long‐ term sources.
The organisational model adopted by Iren Group, with the goal of financial optimisation of the companies, entails centralising with the parent treasury management, non-current loans and financial risk monitoring and management. Iren has relationships with leading Italian and international banks, for the purpose of procuring the types of loans best suited to its needs and at the best market conditions.
New financing agreement with the European Investment Bank (EIB) At the end of 2025, the deliberative bodies of Iren S.p.A. and the EIB approved the subscription of a green loan for an amount of 225 million euro to support the Group’s investments in the areas of the circular economy and energy efficiency.
Specifically, funding is being provided for a series of projects relating to municipal waste collection infrastructure in the Group’s core areas, with the aim of promoting waste reduction, improving waste separation at source, and increasing waste traceability and separation rates. At the same time, the financing also includes investments in energy efficiency measures that will help reduce the energy consumption of buildings, thereby supporting the decarbonisation of the building stock.
The loan agreement was signed on 10 March 2026, further strengthening the relationship between Iren Group and the European Investment Bank.
Sustainability-Linked Term Loan Financing On 13 April 2026, Iren signed a new Sustainability-Linked Term Loan of 150 million euro with Mediobanca, aimed at supporting the Group’s investment plan. The term of the loan is five years and provides for a mechanism to adjust the financial margin based on the achievement of specific sustainability targets outlined in the Business Plan.
Committed Revolving Credit Facility (RCF) To further support its liquidity profile, on 28 April Iren signed a Revolving Credit Facility (RCF) with Intesa Sanpaolo for a total amount of €100 million, with a three-year term. The transaction is part of the Group’s liquidity optimisation strategy, ensuring greater flexibility in the management of financial resources and strengthening the ability to meet any cash requirements in the short and medium term.
Updating of the Sustainable Financing Framework In May, Iren updated its Sustainable Financing Framework, a document that guides the Group’s access to sustainable finance instruments and supports the sustainability strategy, linking financing choices to the environmental and climate objectives of the Business Plan. The Framework regulates the guidelines for the issue and subscription of green, blue and sustainability-
linked instruments, as well as the identification of the criteria for the selection, monitoring and reporting of projects and relevant indicators.
Liability Management Activities As part of the proactive and efficient management of the existing debt portfolio, a loan amounting to 83 million euro was repaid early during the half year.
Within the Group, with a view to centralising debt as required by the intercompany policy, the rationalisation of the financing positions acquired in 2025 as a result of the consolidation of the EGEA Holding Group companies was completed, totalling 165 million euro. In fact, the last loan of 3.5 million euro held by EGEA Acque was repaid early.
Iren Group | Directors’ Report 44 Financial debt from loans, which does not include lease liabilities recorded in application of IFRS 16, at the end of the period consists of 35% loans and 65% bonds; it should also be noted that 84% of the total debt is financed by sustainable funds, consistent with the Iren Sustainable Finance Framework, such as Green Bonds, Use of Proceeds Sustainability-Linked loans, whose interest rate is linked to Key Performance Indicators of an ESG nature.
As regards financial risks, Iren Group is exposed to various types of risk, including liquidity risk, interest rate risk, and currency risk. As part of its Risk Management activities, the Group uses non‐speculative hedging contracts to limit risks of fluctuations in the interest rate.
Against this backdrop, during the first half of 2026, five new Interest Rate Swap contracts were finalised to hedge a total of 250 million of debt, effective from June and December 2026 and June 2027, with maturities in December 2026, June 2027 and June 2028.
At the end of the period, the portion of floating rate debt not hedged by derivatives was equal to 4% of financial debt from loans, in line with Iren Group’s objective of maintaining adequate protection from significant increases in interest rates.
Overall, the activity carried out is aimed at refinancing debt with a view to improving the financial structure, with optimisation of the cost of capital and the average duration of financial debt.
The composition of financial debt from loans by maturity and rate type, compared with the situation at 31 December 2025, is shown in the chart below.
Rating
Iren Group holds the ratings:
“BBB” with “Stable” Outlook for its long-term credit rating (Long-Term Issuer Credit Rating) from Standard & Poor’s Global Ratings (S&P), a rating confirmed in July 2026 (Rating No Action). The rating is also given to senior unsecured bond debt (“BBB”) and hybrid bond debt (“BB+”);
“BBB” with “Stable” Outlook for the long-term credit rating (Long-Term Issuer Default Rating - IDR) from the agency Fitch Ratings, rating confirmed in December 2025, following the presentation of the 2025-2030 Business Plan. The rating is also given to senior unsecured bond debt (“BBB+”) and hybrid bond debt (“BBB-”).
These ratings reflect the prudent strategy of Iren, which prioritises financial discipline and selective capital allocation. Thanks to the prevalence of regulated and semi-regulated activities, the business profile is characterised by high predictability of cash flows.
At ESG level, for both agencies, sustainability issues have a neutral or scarcely relevant impact from a lending point of view, both due to the nature of the business and the way in which the issue of sustainability is managed in Group dynamics.
At 30 June, to support the Group’s liquidity profile and rating level, in addition to current and equivalent liquid assets available to service maturities over the next twelve months, Iren has medium/long-term credit lines agreed, available but not drawn down, totalling 500 million euro.
Iren Group | Directors’ Report at 30 June 2026 45 Significant events after the reporting date and outlook
Significant events after the reporting date
Renewal of the EMTN Programme On 22 July 2026, the annual renewal of the EMTN Programme was finalised, with a ceiling of 5 billion euro, which constitutes the platform through which the Group will be able to carry out future bond issues aimed at institutional investors.
In line with last year’s provisions under the Programme, the Base Prospectus has been approved by CONSOB and has been deemed eligible for listing on the MOT (Electronic Bond Market) by Borsa Italiana, with the possibility of passporting to another European market.
Outlook
Against a macroeconomic backdrop that remains complex and uncertain, being still affected by geopolitical tensions, the main risk factors for the Group’s results relate to the volatility of gas and electricity commodity prices, potential inflationary effects and the related increase in interest rates.
Another area of focus will be regulatory risk, i.e., the possibility of the introduction of European or national regulations aimed at controlling energy prices.
In 2026, the Group plans to make investments totalling almost one billion euro, in line with the strategic plan approved in November 2025. These investments will be focused on the ‘regulated’ sectors and primarily on the Networks BU, with the aim of enhancing the resilience of the electricity distribution networks, as well as on the integrated water service, for the construction of new wastewater treatment plants and the modernisation of infrastructure to enable more efficient management and a consequent reduction in water losses.
In the Waste Management BU, investments will be focused on improving the quality of the waste collection service, with the aim of increasing sorted waste collection, as well as on completing the construction of an organic fraction (OFMSW) treatment plant.
In the energy value chain (Energy and Market BU), technical investments are focused on expanding the district heating network, installing air heaters at gas-fired generation plants to increase their availability even in periods of drought, developing new photovoltaic plants, and maintaining the customer base.
Given current market conditions, the second half of 2026 is expected to see improved financial results compared to the second half of 2025, thanks both to organic growth in regulated sectors and the implementation of the ongoing efficiency plan. We expect the energy sector results to improve compared to last year due to higher energy prices, increased photovoltaic volumes, the expansion of the district heating network, and the contribution of the capacity market. These factors will be partially offset by reduced margins in supply activities due to increased market competition and lower hydroelectric production volumes due to limited spring and summer rainfall.
With regard to debt, the Group’s target is to maintain the current net financial debt/EBITDA ratio at approximately 3.1x.
Iren Group | Directors’ Report 46 Risks and uncertainties
The management of corporate risks is an essential component of the Internal Control System of the Corporate Governance of a listed company, and the Corporate Governance Code of Listed Companies assigns specific responsibilities on this aspect. The Enterprise Risk Management model applied by the Group includes the methodological approach to integrated identification, assessment and management of the Group risks.
For each of the following risk types:
Financial Risks (liquidity, interest rate, currency);
Credit Risk;
Energy Risks, attributable to the procurement of gas for thermoelectric generation and to the sale of electricity, heat and gas, and to the hedging derivative markets;
Cyber Risks, linked to potential events related to the loss of confidentiality, integrity or availability of data or information after which negative impacts on the organisation, people, operations or other organisations could derive;
Risks from Climate Change, which include risks due to the transition to a low carbon dioxide emission economy (transition risks) and risks of a physical nature (physical risks) that may result from catastrophic environmental events (acute risks) or from medium- to long-term changes in environmental patterns (chronic risks);
Tax Risks, associated with potential transactions carried out in violation of tax regulations or in contrast with the principles or purposes of the tax system;
Operational risks, associated with asset ownership, involvement in business activities, processes, procedures and information flows.
Specific “policies” have been defined with the primary goal of fulfilling strategic guidelines, organisational‐ managerial principles, macro processes and techniques necessary for the active management of the related risks.
The Group’s Enterprise Risk Management model also regulates the roles of the various parties involved in the risk management process, which is governed by the Board of Directors, and calls for specific Commissions to manage the financial, tax, IT, credit, energy and climate risks.
The Cyber Risk Policy, the Climate Change Risk Policy and the Tax Control Model were adopted in 2020 following the approval of the Board of Directors of Iren S.p.A., while the other Policies have undergone some substantial revisions over time to adapt them to the current organisational models and to the evolution of risk factors.
The approach followed is also consistent with the commitments expressed in the Sustainability Policy: in fact, it takes into account the risks and opportunities associated with sustainability issues that are material to Iren Group, assessing, for each risk category envisaged in the Group’s risk model, the environmental, social and governance (ESG) risk profiles, as also envisaged by EU Directive 2022/2464 - Corporate Sustainability Reporting Directive (CSRD).
As Iren Group pays particular attention also to maintaining trust and a positive image of the Group, the Enterprise Risk Management model manages also “reputational risks”, which relate to the impacts on stakeholders of any malpractices.
The Risk Management Department operates within the Group, which reports to the Chief Executive Officer of the Company.
Within the scope and within the limits of the powers granted by the Board of Directors of Iren S.p.A., the Chief Executive Officer, in liaison with the Chair and the Deputy Chair, is in charge of overseeing the functionality of the internal control system by (i) supporting the Control, Risk and Sustainability Committee in identifying the main corporate risks, taking into account the characteristics of the activities carried out by the Company and its subsidiaries, and in periodically submitting them to the Board of Directors for review; (ii) implementing the guidelines defined by the Board of Directors by ensuring that the competent corporate structures design, implement and manage the internal control and internal auditing system, constantly verifying its overall adequacy, effectiveness and efficiency, and adapting it to the dynamics of the operating conditions and the legislative and regulatory framework.
The Risk Management Department deals with:
the integrated management of the Group’s Enterprise Risk Management (ERM) System: methodological approach, definition of policies and monitoring of the System;
management of insurance policies.
A periodic assessment process is in place with regard to adverse events in the various sectors and across all Group’s areas in order to describe in detail their causes and implement the most suitable methods for preventing and/or limiting the impacts of the events.
The Risk Management Department also oversees the Group’s Business Continuity Management (BCM) model, the objective of which is to guarantee the resilience of the business in the face of unexpected events, ensuring the continuity of business processes deemed critical. The Group BCM includes the organisational and technological safeguards necessary to ensure continuity of processes, as well as a proactive and structured response to Emergency and/or Crisis events.
Below is a breakdown of the management methods active within the group for the different types of risk.
Iren Group | Directors’ Report at 30 June 2026 47 1. Financial Risks
Iren Group’s business is exposed to various types of financial risks, including: liquidity risk, currency risk and interest rate risk. As part of its Risk Management activities, the Group uses non-speculative hedging contracts to limit currency risk and interest rate risk.
a) Liquidity risk Liquidity risk is the risk that financial resources available to the company will be insufficient to cover financial and trade commitments in accordance with the agreed terms and deadlines.
The procurement of financial resources has been centralised in order to optimise their use. In particular, centralised management of cash flows in Iren makes it possible to allocate the funds available at the Group level according to the needs that from time to time arise among the individual companies. Cash movements are recognised in intra-group accounts along with intra-group interest income and expense.
A number of investees have an independent financial management structure in compliance with the guidelines provided by the Parent.
b) Currency risk Except as indicated in the section on energy risk, Iren Group is not significantly exposed to currency risk.
c) Interest rate risk Iren Group is exposed to interest rate fluctuations especially with regard to the measurement of borrowing costs. Iren Group’s strategy is to limit exposure to the risk of interest rate volatility, maintaining at the same time a low cost of funding.
Compliance with the limits imposed by the Policy is verified during the Financial Risk Commission meetings with regard to the main metrics, together with analysis of the market situation, interest rate trends, the value of hedges and confirmation that the conditions established in covenants have been met.
2. Credit risk
The Group’s credit risk is mainly related to trade receivables deriving from the sale of electricity, district heating, gas and the provision of energy, water and waste management services. The receivables are spread across a large number of counterparties, belonging to non-uniform customer categories (retail and business customers and public bodies); some exposures are of a high amount and are constantly monitored. Iren Group’s Credit Management units devoted to credit recovery are responsible for this activity.
In carrying on its business, the Group is exposed to the risk that assets may not be honoured on maturity with a consequent increase in their age and in insolvency up to an increase in assets subject to arrangement procedures or unenforceable. This risk reflects, among other factors, also the current economic and financial situation.
To limit exposure to credit risk, various tools are adopted. These include analysing the solvency of customers at the acquisition stage through careful assessment of their creditworthiness, transferring the receivables of discontinued and/or active customers to external credit recovery companies and introducing new recovery methods for managing legal disputes.
In addition, numerous payment methods are offered to customers through channels, including digital channels, and appropriately monitored payment plans are proposed.
The credit management policy and creditworthiness assessment tools, as well as monitoring and recovery activities, are managed through automated processes and integrated with company applications and differentiated in relation to the different types of customers and the service provided, subject to monitoring and control activities by the administration.
Credit risk is hedged, for some types of business customers, with opportune forms of first-demand bank or insurance guarantees issued by subjects of leading credit standing.
An interest-bearing guarantee deposit is required for some types of services (water and natural gas sectors, and protected scheme for electricity) in compliance with regulations governing these activities. This deposit is reimbursed if the customer uses payment by direct debit from a current account.
The payment terms generally applied to customers are related to the legislation or regulations in force or in line with the standards of the free market; in the event of non-payment, default interest is charged for the amount indicated in the contracts or by the legislation.
Impairment losses on loans and receivables reflect, carefully and in accordance with the current legislation (applying the IFRS 9 method), the effective credit risks and are determined with reference to databases of trade receivables and, in general, assessing any changes in the said risk compared to the initial measurement and, estimating the related expected credit losses determined on a prospective basis, taking into due consideration the historical data.
The control of credit risks is also strengthened by the monitoring and reporting procedures, to identify promptly possible countermeasures. Furthermore, on a quarterly basis, the Credit Management Department provides the Risk Management Department and the Risk Commission with Group reporting on the evolution of the trade receivables of Group companies, in terms of customer type, contract status, business chain, and aging category. The assessment of credit risk is carried out both at consolidated level and at the level of Business Units and companies. Some of the above assessments are carried out at intervals of less than three months or when there is a specific need.
Iren Group | Directors’ Report 48 3. Energy risk
Iren Group is exposed to price risk on the energy commodities traded, these being electricity, natural gas, environmental emission certificates, etc., since both purchases and sales are affected by fluctuations in the price of these commodities directly, or through indexing formulae.
The Group’s policy is oriented to a strategy of active management of the positions to stabilise the margin taking the opportunities offered by the markets; it is implemented by aligning the indexing of commodities purchased and sold, through vertical and horizontal use of the various business chains and operating on the financial markets.
For this purpose, the Group plans the production of its plants and purchases and sales of energy and natural gas, in relation to both volumes and price formulae. The objective is to achieve sufficient margin stability through a policy of indexed purchases and sales that achieves a high degree of natural hedging, with adequate recourse to futures and spot markets.
For a more detailed analysis of the risks dealt with up to now, reference should be made to the chapter “Group Financial Risk Management” in the Notes to the Financial Statements.
4. ESG and climate change risks
Iren Group has integrated ESG risk assessment into its Enterprise Risk Management system in order to manage the impacts deriving from environmental, social and governance risks and, in this context, has defined a specific Risk Policy dedicated to climate change risks, which are becoming increasingly important for organisations. Moreover, they affect the health of the planet, with estimates of significant effects already in the medium term. All companies, and in particular those operating in significantly exposed sectors such as Iren Group, must necessarily consider climate change risk analysis as an emerging and determining factor in the definition of their medium- and long-term strategies. The assessment of ESG risks, which includes climate change risks, is moreover one of the essential factors in defining the significance of the impacts generated and suffered, also in a medium- to long-term perspective.
The adoption of the Climate Change Risk Policy and the resulting risk analysis and management represent a process that will enable the Group to provide even more effective control over its exposure to damaging events and the opportunities that the external context and its changes may offer, as well as its contribution to the achievement of sustainable development objectives defined at national and international level.
The Policy analyses and regulates, focusing on the applicability to the individual Business Units, the risk factors related to climate change, distinguishing between physical risks and transition risks. Physical risks resulting from changing climatic conditions are divided into acute physical risks - if related to local catastrophic natural events (e.g. floods, heat waves, fires, etc.) - and chronic physical risks - if related to long-term climate change (e.g. global warming, rising sea levels, water scarcity, etc.).
The transition to a low-carbon economy could entail extensive changes in government policies, with consequent regulatory, technological and market changes. Depending on the nature and speed of these changes, transition risks may result in a varying level of financial and reputational risk for the Group.
The Policy requires the presence of a specific Risk Commission to periodically review the Group’s risk profile, defining and proposing updates to the Chief Executive Officer on strategies for managing risk classes and reporting any emerging critical issues to the Delegated Bodies. The document also includes guidelines for reporting, aimed at ensuring transparency of information to all stakeholders.
As part of its Climate Change Risk Management Policy, Iren Group has long implemented a tool that supports its strategic decision-making process. This tool has seen the development and progressive updating of an assessment model based on three time horizons (2030, 2040, and 2050), identified in line with the Group’s Strategic and Sustainability Plan objectives, and on the use of climate and socio-economic scenarios necessary to define evolutionary scenarios for the main variables underlying the analysis.
Climate data are based on scenarios published by the International Panel on Climate Change (IPCC) in the AR6 Assessment Report, the Shared Socioeconomic Pathways (SSPs) which represent five possible “climate futures” by 2100 compared to the pre-industrial period.
The climate scenarios taken into consideration in the analysis are the SSP3-70 scenario (classified as a “high-emission scenario”, which envisages an increase in the global average temperature by 2100 of +3.6°C due to weak international cooperation and poor mitigation policies) and the SSP5-85 scenario (classified as a “very high-emission scenario”, which envisages a temperature increase of +4.4°C due to limited climate policies).
Socio-economic data, on the other hand, are mainly based on the International Energy Agency’s NetZero Emissions by 2050 Scenario (NZE) and Stated Policies Scenario (STEPS). The assessment model adopted by the Group allows to quantify the variation of the economic-financial variables, through specific KPIs, for those assets that are potentially more exposed to climate change risks.
The application of the model shows that the actions introduced in the 2030 Business Plan, in which asset-specific investments are outlined, have a mitigating effect on the impacts of climate change on the activities of Iren Group. Mitigation actions of a strategic nature, linked to investments, are flanked by others of an operational and insurance nature.
Iren Group | Directors’ Report at 30 June 2026 49 In addition, for the purpose of applying the European Taxonomy (EU Regulation 2020/852), the Group carried out an analysis specifically aimed at verifying the DNSH (Do No Significant Harm) criterion for the climate change adaptation target, which requires that, for each activity, a physical climate risk assessment (acute and chronic) be carried out and an adaptation plan implemented that presents possible solutions in the event of significant risk exposure. To this end, for the activities/assets managed by the Group, the relevant risk factors are identified, in the current and future scenarios with a time horizon of 2050, and an adaptation plan is defined, where necessary.
5. Tax risks
Iren Group has adopted a specific internal control and tax risk management system, understood as the risk of operating in violation of tax regulations or in contrast with the principles or aims of the legal system.
The tax risk control and management system, the “Tax Control Framework” (hereinafter “TCF”), enables the Group to pursue the objective of minimising its exposure to tax risk by identifying, updating, assessing and monitoring tax-related governance, processes, risks and controls.
The Group is committed to managing its tax affairs in accordance with all applicable laws and regulations.
For this reason, Iren has adopted the TCF as an internal control system that defines the governance for the management of taxation and related risk in line with the principles of the company strategy and, in particular, the Tax Strategy.
The Tax Control Framework adopted consists of a set of rules, guidelines, tools and models aimed at supporting the Group’s employees in carrying out their daily activities, ensuring consistency on relevant tax matters.
Therefore, the TCF’s structure provides for the presence of two pillars that outline its operating scheme: the Tax Strategy and the Tax Compliance Model.
The Tax Strategy defines the objectives and the approach adopted by the Group in managing the tax variable. The purpose of this document is to establish the Principles of conduct in tax matters in order to i) contain tax risk due to exogenous and endogenous factors, and ii) continue to guarantee over time the correct and timely determination and settlement of taxes due by law, and the performance of related obligations. The Tax Strategy has been approved and issued by the Board of Directors of Iren S.p.A.
The Tax Compliance Model is an element of the Internal Control and Risk Management System. This document contains the detailed description of the phases comprising the risk assessment, control and periodic monitoring processes carried out by Iren, and the subsequent reporting on tax issues to the Chief Executive Officer and the other relevant bodies and functions.
It also aims to summarize the main responsibilities assigned to the various functions involved in tax-relevant processes. The Tax Compliance Model is prepared by the Tax and Compliance Function and is ultimately approved by the Board of Directors of Iren S.p.A.
The project for the creation of a TCF aligned with the best practices in the matter took shape with the presentation by Iren S.p.A. and Iren Energia of the application for access to the Collaborative Compliance institution, a regime between the Revenue Agency and the large companies introduced by Legislative Decree no. 128 of 5 August 2015 in order to promote the implementation of enhanced forms of communication and cooperation based on mutual trust between tax authorities and taxpayers, and to encourage, in the common interest, the prevention and resolution of tax disputes. The preliminary investigation for admission was successfully concluded in December 2021 with the admission of the two companies.
6. Operational risks
This category includes all the risks which, in addition to those already noted in the previous paragraphs, may influence achievement of the targets, i.e. relating to the effectiveness and efficiency of business transactions, levels of performance, profitability and protection of the resources against losses.
The objective of the Group’s Enterprise Risk Management model is the integrated and synergistic management of risks.
For each business chain and operational area, the Group’s risk management process provides for an analysis of the activities performed and the identification of the main risk factors related to the achievement of objectives. Following the identification activity, the risks are assessed qualitatively and quantitatively (in terms of magnitude and probability of occurrence), thus making it possible to identify the most significant risks. The analysis also involves an assessment of the current and prospective level of control of the risk, monitored by means of specific key risk indicators.
The phases mentioned above make it possible to structure specific plans to deal with each risk factor.
Along all the management phases, each risk is subjected on a continuous basis to a process of control and monitoring, which checks whether the treatment activities approved and planned have been correctly and effectively implemented, and whether any new operational risks have arisen. The process of managing operational risks is associated with a comprehensive and structured reporting system for presenting the results of the risk measurement and management activity. Each process stage is performed in accordance with standards and references defined at Group level. At least annually, the operational risk situation is updated, in which the dimension and level of control of the monitored risks are highlighted; financial, IT, credit and energy risk situations are updated quarterly.
Group risk reporting, updated every six months, is sent to top management and risk owners, who are involved in management activities. The risk analysis also supports the preparation of planning tools.
In this regard, Iren has equipped itself with a very detailed risk map that corresponds to the reality of the Group, with qualitative and quantitative assessments of each individual risk and with details of the controls and mitigation actions in place or planned. For each risk identified, the relevant ESG (Environmental, Social and Governance) impacts are associated.
Iren Group | Directors’ Report 50 Of particular note are:
a. Legal and regulatory risks The legislative and regulatory framework is subject to possible future changes and, therefore, is a potential risk. In this regard Departments operate, dedicated to continual monitoring of the relevant legislation and regulations in order to assess their implications, guaranteeing their correct application in the Group.
b. Plant‐related risks In relation to the size of the Group’s production assets, plant‐related risks are managed with the methodological approach described above in order to correctly allocate resources in terms of control and preventive measures (preventive/predictive maintenance, control and supervisory systems, emergency and continuity plans, etc.). The Risk Management Department periodically performs surveys on the most important facilities, through which it can accurately detail the events to which these facilities could be exposed, and the consequent preventive actions. The risk is also hedged by insurance policies designed considering the situation of the single plants.
c. Cyber Risks Cyber risks are defined as the set of internal and external threats which can compromise business continuity or cause civil liability damage to third parties in the event of loss or disclosure of sensitive data. From an internal point of view, the operational risks regarding information technology are closely related to the business of Iren Group, which operates network infrastructures and plants, including through remote control, accounting operational management and invoicing systems and energy commodity trading platforms. Iren Group is, in fact, one of the leading Italian operators on the Energy Exchange and any accidental unavailability of the system could have considerable economic consequences, connected with the non‐ submission of energy sale or purchase offers. At the same time, problems related to supervision and data acquisition on physical systems could cause plant shutdowns and collateral and even serious damage. A breakdown of invoicing systems could also determine delays in issuing bills and the related collections, as well as damage to reputation.
To mitigate such risks, specific measures have been adopted, such as redundancies, highly reliable systems and appropriate emergency procedures, which are periodically subject to simulations, to ensure their effectiveness. Iren Group is also exposed to the risk of cyber attacks aimed both at acquiring sensitive data and at stopping operations, causing damage to plants and networks and compromising service continuity. Market benchmarks also show that attacks aimed at the acquisition of one’s own and third parties’ data, resulting in civil liability actions and even serious penalties, and the acquisition of trade secrets are becoming increasingly frequent.
In this regard, the Group Cyber Risk Policy is in force, approved by the Board of Directors of Iren S.p.A., which - like the other main risk policies - provides for the convening of specific Risk Commissions, the monitoring of performance indicators and dedicated reporting.
The operational risk management process also aims to optimise the Group’s insurance programmes.
7. Strategic risks
In the development of the Business Plan, the Group has structured three distinct areas of analysis: a qualitative-quantitative risk assessment, a specific focus on investments and a focus on climate change risks.
The qualitative risk assessment was based on an analysis of industry trends, the Group’s exposure to related strategic risks and the related ability of the Business Plan to mitigate these risks. Consequently, for the risk categories and related elementary risks mapped as part of the Group’s Risk Map, which also integrates the ESG impacts for each risk, a detailed analysis of the quantitative drivers relating to the risks with an impact in the years of the Plan was carried out. Once these risks have been identified, the relative impacts, probability of occurrence and mitigation actions have been quantified in order to calculate both the inherent and residual risk value. This assessment leads to the enhancement of the Plan’s stress test and related rating indices.
With regard to the Plan investment analysis, the mitigating effect on risks and execution risks of the capital expenditure categories and major initiatives are identified.
Finally, an analysis of the risk factors from climate change impacting the Group was carried out, with modelling of the most significant assets and risk factors for different climate scenarios and time horizons. Model results were analysed and investments to mitigate Climate Change risks were evaluated.
M&A transactions and other initiatives of a strategic nature, which were assessed during the period, were also subject to detailed analysis, with a particular focus on the impact of these transactions on the Group’s sustainability objectives (environmental indicators, where significant, and social indicators relating, for example, to compliance with labour, health and safety regarding the target and governance policies) and consistency with the EU Taxonomy.
Iren Group | Directors’ Report at 30 June 2026 51 Transactions with related
parties
The Procedure on Related Party Transactions (“RPT Procedure”), published on the Iren website (www.gruppoiren.it) was approved and adopted by the Board of Directors, then in office, on 28 June 2021, effective 1 July 2021, subject to the favourable opinion of the Related Party Transactions Committee (“RPTC”, entirely composed of Independent Directors).
Pursuant to Article 16 of the RPT Procedure, the previous Board of Directors in office during the 2022-2024 term, having obtained the positive opinion expressed in this regard by the RPTC in office during the same three-year period, approved the update of the same RPT Procedure with a resolution passed on 18 December 2024, setting the effective date as of 1 January 2025. This update, it is noted, was functional, on the one hand, to implementing the provision contained in the aforementioned Article 16 of the RPT Procedure (which, inter alia, provides for such a procedure to be carried out at least every three years, a term that expires in 2024) and, on the other hand, to constantly improve the efficiency of Iren management and supervision of related-party transactions. Lastly, it should be noted that the (updated) text of the RPT Procedure, dated 4 February 2025, was refined with certain clarifications of a non-substantial nature, applying the relevant Article 16.2.
The above document was prepared implementing:
the provisions regarding transactions with related parties set out in section 2391- bis of the Italian Civil Code;
the Regulation containing provisions on related party transactions, adopted by Consob by Resolution no. 17221 of 12 March 2010 and subsequent amendments and additions (“Consob Regulation”), in the version in force from time to time, taking into account the indications of Consob Communication No. DEM/10078683 of 24 September 2010;
the provisions of art. 114 of Legislative Decree no. 58 of 24 February 1998 (“Testo Unico della Finanza”/ TUF -
Consolidated Law on Finance) as amended and the provisions of Regulation (EU) no. 596/2014 on market abuse.
The corporate documents adopted in accordance with the legislation on transactions with related parties, defined in coordination with the provisions of the administrative and accounting procedures pursuant to art. 154‐ bis TUF, aim
specifically to:
(i) regulate the performance of transactions with related parties by Iren, directly or through subsidiaries, identifying internal procedures and rules capable of ensuring the substantial and procedural transparency and correctness of such
transactions, and
(ii) establish the methods for fulfilling the related disclosure obligations, including those provided for in legal and regulatory measures in force and applicable.
These, very briefly, provide for:
a) the identification of the scope of related parties as per the IFRS adopted in accordance with the procedure set out in section 6 of EC Regulation 1606/2002 in the version in force at the time;
b) the definition of a “related-party transaction”;
c) the identification of cases of exclusion, among which transactions “for small amounts”;
d) the procedures applicable to minor and major transactions, as the case may be;
e) the persons responsible for the paperwork on related-party transactions;
f) the transactions on which the Shareholders must resolve;
g) forms of publicity and information flows.
Iren and its subsidiaries carry out transactions with related parties in accordance with the principles of transparency and fairness. These transactions mainly concern services provided to customers in general (gas, water, electricity, heat, etc.) or following concessions and awards of services, in particular for the waste management sector, and are governed by the contracts applied in such situations.
Where the services provided are not the above, the transactions are governed by specific agreements whose terms are established, where possible, in accordance with normal market conditions. If these references are not available or significant, the contractual conditions are defined also in consultation with independent experts and/or professionals.
Information on transactions with related parties is included in the Notes to the Condensed Interim Consolidated Financial Statements at 30 June 2026 in sections “VI. Information on transactions with related parties” and “XIII. Annexes to the Condensed Interim Consolidated Financial Statements”, an integral part thereof.
Iren Group | Directors’ Report 52 Legislative and regulatory
framework
This chapter reports the main legislative and regulatory provisions (new rules or amendments to pre-existing rules) that occurred in the first half of 2026 in relation to the sectors of operation.
European Framework
Regulation on climate targets for 2040 Regulation 2026/667 amending Regulation 2021/1119 (Climate Law) was published in the Official Journal of the European Union on 18 March 2026. The measure establishes a binding Union-wide target for 2040 regarding greenhouse gas emissions, consisting of a net reduction in greenhouse gas emissions (emissions net of removals) of 90% compared to 1990 levels by 2040.
The Regulation provides for several flexibility mechanisms, including:
the possibility of using carbon credits purchased outside the Union to cover up to 5% of the emission reduction target;
the use of permanent national CO2 removals to offset emissions from hard-to-abate sectors covered by the Emission Trading System (ETS).
In addition, the entry into force of the ETS2 system for buildings and road transport is postponed by one year, from 2027 to 2028.
Regulation on switching suppliers in the electricity market On 16 April 2026, Commission Implementing Regulation (EU) 2026/855 of 14 April 2026 on interoperability requirements and on non-discriminatory and transparent procedures for access to data required for switching suppliers was published in the Official Journal. This regulation defines, among other measures, the technical process for changing electricity supplier, which by 2026 must not take more than 24 hours and must be possible on any working day.
National Framework
GAS
Gas Networks
The gas distribution regulation in force for 2026 was updated by ARERA decisions published during 2025. In particular, the following are noted:
Res. 130/2025/R/com , with which the revision of the criteria for revaluation of capital costs for infrastructure services in the electricity and gas sectors was approved;
Res. 476/2025/R/com , which confirmed for 2026 the same rate of return on capital applied in 2025 (5.9%);
Res. 532/2025/R/gas , which extended the Consolidated Gas Distribution Act (RTDG, RQDG) already valid for the period 2020-2025 to the years 2026-2027, with the simultaneous update of the X-factor tariff parameter (set at zero for all classes of distribution companies).
Gas market
Storage Filling Thermal Year 2026-2027 The Storage MD of 12 March 2026 regulates the methods of offering and allocating storage capacity for the contractual year from 1 April 2026 to 31 March 2027: it provides for a priority peak modulation capacity of approximately 7,961 million Sm³ and a share of approximately 1 million Sm³ as multi-year services (2–5 years).
ARERA Resolution 112/2026 introduces, for the Thermal Year 2026/27, an incentive mechanism (storage premium) associated with the allocated storage capacities, aimed at supporting the filling of storage facilities during the injection campaign: the premium applies to stocks at 31 October 2026 until a capacity is reached that is useful for achieving a 90% fill level, with the possibility of revision or removal for capacities not yet allocated depending on market developments and
Iren Group | Directors’ Report at 30 June 2026 53 the EU context. The value is determined as the difference between the financial charges related to the immobilisation of gas and the winter/summer spread at the time of allocation, with a maximum ceiling to limit its impact on the system;
furthermore, in continuity with the previous Thermal Year, the integration of fees for non-filling is confirmed, with the application at the end of October of the higher of the fee provided for by the RAST (Regulation of Access to Storage Services) and 1.5 €/MWh in the event of storage below the minimum levels.
Gas transport
DCO 165/26, relating to the tariff regulation of the gas transportation and metering service for the 7th regulatory period – 7PRT.
The following significant elements emerge in the aforementioned DCO:
firstly, ARERA is considering the introduction of a discount on LNG entry points. At European level, the possibility of extending similar mechanisms to the entry points for renewable gas and biomethane also remains open; however, this option is not developed in the DCO, although it has already been raised by operators in other contexts;
in terms of flexibility, a review of the mechanisms applied to exit points is planned, which could also affect the treatment of interim capacity bookings, with possible specific impacts on combined cycle production plants (CCGT);
with reference to the CVFC component, the Authority’s position is geared towards mitigating tariff volatility by stabilising increases: in particular, the recovery of shortfalls would be spread over several years.
Finally, there is a strengthening of selectivity on recognised investments: only costs deemed efficient will be allowed and the incentive system will be reviewed, with the elimination of incentives on fully depreciated pipeline sections. Alternatively, these incentives could be limited to only those sections still actually in use or replaced by recognition mechanisms for extraordinary maintenance work necessary to ensure their operation.
ELECTRICITY
Electricity market
Decree-Law no. 21/2026 ( “DL Bollette” - Energy Bills Decree-Law) Converted into law in April 2026, it introduces a comprehensive package of measures aimed at containing energy prices and supporting households and businesses, intervening at all stages of the supply chain (fiscal, retail and wholesale) and affecting both generation costs and price formation mechanisms. In particular:
Taxation : an increase in the IRAP rate (equal to +2%) is envisaged for operators who mainly carry out activities in the electricity and gas supply chains, for redistributive purposes and to cover the initiatives;
Retail market : the tools for protecting end customers are strengthened, including the extension of the social bonus also to district heating customers and further protection and transparency measures in the sales segment, including through disclosure and accountability obligations for operators;
Wholesale market : the measure introduces a structural measure, with effect from 2027, aimed at reducing the PUN through a mechanism for reimbursing gas-fired thermoelectric producers for the main costs that are currently reflected in the electricity price, in particular (i) certain variable components of the gas transportation tariff and (ii) ETS costs relating to efficient plants; these reimbursements are financed through components applied to consumption (general system charges), avoiding the incorporation of these costs in the formation of the wholesale price and leading to a consequent adjustment of the Capacity Market parameters (strike price).
In parallel, as early as 2026, ARERA’s role in supervising the bidding behaviour of operators (in particular, opportunity cost bidding practices and capacity withholding) is strengthened, also in implementation of the REMIT framework;
“Spalma-incentivi” Energy Account (voluntary measure 2026–2027) : the possibility is introduced for owners of photovoltaic plants to adhere to a remodulation of the incentives, with a reduction of 15% or 30% in return for an extension of the duration (by 3 or 6 months respectively), or to opt for early exit from the incentive scheme with payment of a fee up to a maximum of 90% of the discounted value of the remaining incentives; payment is made in deferred instalments (10 annual instalments starting from 2028, with a rate of up to 6%) and is subject to the implementation of refurbishment/repowering measures by 31 December 2030, within the limit of an indicative quota of 10 GW;
With regard to the main measures on the wholesale market, in particular those relating to the sterilisation of ETS costs, they are conditional or in any case subject to discussion with the European Commission for the purposes of compatibility with the State aid framework (Article 6), with the timing and methods of implementation still subject to the relevant “approval”.
European Commission Communication on State Aid – 29 April 2026 The EC Communication clarifies that extraordinary aid is permitted only until 31 December 2026 , provided that it is:
limited in time;
refers, in the case of gas-fired plants, to mechanisms for controlling the cost of fuel;
not extended to ETS costs.
In light of these criteria, the provisions of the Energy Bills Decree relating to gas plants (Article 6) therefore appear to present profiles of inconsistency/doubtful compatibility with the EU framework, as they apply beyond 31 December 2026, are not temporary in nature and also provide for benefits on ETS costs, while the Communication allows them only on the fuel cost side.
Iren Group | Directors’ Report 54 Res. 171/2026 - initiation of the procedure for the implementation of Article 6.3 of the Energy Bills Decree-Law As part of the aforementioned measures, the procedure for the implementation of Article 6.3 of the Energy Bills Decree introduces an emergency measure to reduce the wholesale electricity price by making changes to the variable cost of CCGTs.
Implementation is subject to the European Commission’s green light and requires a regulatory revision of the same Article
6.3:
the mechanism provides for ex post compensation managed by the GSE aimed at reimbursing part of the cost of the gas used in electricity generation;
the reimbursement criteria will be defined by ARERA and linked to the PUN-foreign prices spread, with possible caps on ETS costs and definition of the frequency of updating the parameters;
Terna’s role is defined for the validation of quantities, for the coverage of charges through fees in bills, for the monitoring of the transfer of the benefit in sales offers and for the adjustment of the Capacity Market strike price;
The process is expected to be concluded by 30 September 2026, with application limited to the fourth quarter of 2026.
TIDE Updates – Integrated Electricity Dispatch Text Access to recognition of Lost Production from Non-Programmable Renewable Sources - MPRIN - In March, the GSE published the Technical Rules for the recognition of MPRIN, in implementation of ARERA resolution 128/2025, which extends from 1 April 2025 to all non-programmable Renewable Energy Sources (RES) (other than wind power) the right to remuneration for production not carried out due to Terna modulation orders and for the purpose of remuneration in the cases provided for by the transitional MD FER X; from 31 March 2026, it is possible to submit applications on the GSE portal with the possibility of retroactive access from the same date.
Res. 190/2026 approval of A.83 on the Frequency Containment Reserve (FCR) procurement mechanism and postponement of the start of the first phase With this resolution, the start of market procurement of the FCR is postponed to 3 June 2026 (previously scheduled for 1 February 2026). The experimental phase ends on 30 November 2026 (with monthly monitoring); in addition, the mandatory bands are to be progressively reduced until they are eliminated after 2027, and capacity netting (including FCR) is to be introduced, which reduces the amount that can be nominated on DAM/IM for Capacity Market obligations.
Finally, participation in the mechanism is optional for all units enabled for the service and the obligation to offer, for units that are mandatorily enabled, applies from 1 September 2026.
European Balancing Platforms Terna’s June communication - connection to the European platform for the exchange of balancing energy from the Manual Frequency Restoration Reserve (mFRR) developed as part of the MARI project, with operational participation scheduled for 25 November 2026.
MACSE Regulation - Mechanism for the Procurement of Electricity Storage Capacity With reference to the MACSE Regulation, the following updates should be noted:
publication by Terna of the proposed requirement for new electricity storage capacity by 2029 as approved by the Ministerial Decree of 20 May 2026 - concerns new storage capacity (batteries and non-reference technologies) relating to the delivery year 2029;
the requirement will be adjusted downwards before the auction to take into account the storage capacity already in operation and the capacity procured through the Capacity Market (between the publication of the requirement and the definition of quotas);
the next battery auction, with delivery in 2029, is scheduled for 24 November 2026.
Capacity Market (CM) Regulation and Adequacy 2025 Adequacy Report – Terna The adequacy analysis for 2030-2035, conducted with the Economic Viability Assessment (EVA), assesses the economic sustainability of thermoelectric units in a context of strong growth in renewables and storage, factors that reduce operating hours and therefore plant revenue. In a reference scenario that includes the capacity already contracted in the Capacity Market and development consistent with the DDS24 scenario, with no further decommissioning beyond that already planned, the system is adequate (53.9 GW available and LOLE – Loss of Load Expectation – less than 3 hours/year). However, considering the decommissioning of the economically unsustainable units identified by the EVA (about 26-27 GW), the system becomes highly inadequate, with LOLE exceeding 150 hours/year in 2030 and over 200 in 2035, even taking into account the development of storage. This worsening is amplified by the growth in peak demand (electrification and data centres) and by the phenomenon of “missing money” for thermoelectric power.
In summary, the Report highlights that in the absence of forward mechanisms, the market does not guarantee adequacy, making the Capacity Market essential to avoid critical divestments;
In this context, Terna indicates the need to evaluate auctions even beyond the 2028 horizon, within the limits indicated by EC Decision C(2019)4509 of 14 June 2019, which allows auctions to be held until the year 2028 with the last delivery year 2032, with the submission of analyses to ARERA and MASE regarding the possible use of further auctions by 31 December 2026.
The auction for the Capacity Market (CM) 2028 is scheduled for summer 2026.
Iren Group | Directors’ Report at 30 June 2026 55 Connections to Terna’s Protection and Control system – Update of the Network Code annexes Res. 160/2026 follows Terna’s September 2025 consultation, which initiated the process of updating the Network Code, which covers both new methods of connecting Generation Units to the Protection System (through upgrades following the obsolescence of telecommunications equipment) and the preparation, with specific requirements for peripheral protection and monitoring equipment (UPDM), to receive generation disconnection and modulation commands from the Terna central protection system.
In particular, Terna plans to extend the requirement for UPDM with output limitation functionality via signals to wind and photovoltaic (PV) plants connected at high and extra-high voltage.
Res. 160/2026 positively verifies the updates to the annexes to Terna’s Network Code regarding connection to Terna’s Protection System and Control System in force from 14 May 2026.
ARERA Wholesale Market Monitoring Activities In March 2026, the Authority established an Energy Supervision Unit dedicated to monitoring the gas and electricity markets.
The main elements are outlined below:
1. Enhanced monitoring of energy prices: ARERA will monitor the trend in wholesale and retail gas and electricity prices in real time and publish daily indicators. This implies a higher level of regulatory attention to market dynamics and possible effects on prices charged to end customers;
2. Gas supply situation: the Authority reports that, at present, there are no critical issues in supplies at least until April (storage in line with seasonality and regular LNG flows), while maintaining oversight of the prices applied by operators with respect to the actual availability of the commodity;
3. Fixed-price contracts and business practices: ARERA reiterates the prohibition on unilateral modification of fixed-price electricity supply contracts and announces a strengthening of supervisory activities on commercial practices vis-à-vis end customers.
Sending thermoelectric data to Terna at ARERA’s request hourly data on natural gas consumed by thermoelectric plants in the years 2023-2024-2025 was requested pursuant to the TIMM (Integrated Text on the Monitoring of the Wholesale Market and the Dispatch Service Market);
the information set of plant data requested pursuant to Res. 302/25 (fact-finding investigation into the outcomes of DAM prices in the two-year period 2023-2024, to investigate possible behaviour of economic withholding of capacity, in breach of the REMIT Regulation).
Res. 155/2026 – monitoring of the wholesale gas market pursuant to Article 7 of Decree-Law 21/22 The resolution initiates the collection of information on gas supply contracts with volumes injected into the National Network through allocation at entry points (Entry).
The measure concerns the “holders of contracts for the supply of gas volumes for the Italian market”, meaning contracts for the purchase of natural gas or LNG with delivery to a point (even indirectly) interconnected with the national system. The objective of the monitoring is to assess the historical and prospective cost of gas imports for the country system.
ARERA points out that the update also serves to improve the quality/consistency of the data, in particular with respect to misalignments found, since 2022, between quantities allocated to users at entry points and quantities reported by the same users for monitoring purposes, and also because prices/volumes can be adjusted even after several months.
Both long-term and short-term contracts are monitored.
REMIT Regulation - Transparency and Integrity in Energy Markets
The Package of documents following the ACER (European Union Agency for the Cooperation of Energy Regulators) consultation of September 2025 has been published.
New REMIT Implementing Regulation IR (EU) 2026/256 in force from 29 April 2026, repealing the previous IR (EU) 1348/2014. The relevant elements are as follows:
from 29 April 2026, new reporting timings are introduced;
periodic reports are introduced (Article 4);
there are new rules for reporting product trading positions (Article 6).
New Delegated Regulation 2026/255 Completes and strengthens the ACER supervision/authorisation framework for third-party operators of the Inside Information Platform (IIP) and RRM (Registered Reporting Mechanism, as defined by the European REMIT Regulation).
Retail
Legislative Decree No. 3 of 7 January 2026 – Implementation of the Electricity Market Directive The legislative decree introduces a series of measures aimed at strengthening the rights of end customers, increasing the transparency of offers and introducing new obligations for operators. In particular, contractual flexibility is extended for customers, who are formally granted the right to enter into multiple supply contracts relating to the same supply point. The measure also strengthens protections for customers in conditions of energy poverty, providing specific safeguards against the risk of supply disruption, and encourages the active participation of customers in market mechanisms, including demand
Iren Group | Directors’ Report 56 management, flexibility and energy sharing. In this context, tools are also introduced for the enhancement of shared energy, with recognition in the bill of the amount of energy that is shared.
On the operator side, the decree provides for risk management obligations, requiring suppliers to adopt appropriate hedging strategies to mitigate exposure to wholesale price volatility. It also provides for the completion by 2026 of measures to accelerate the switching process, with the aim of changing supplier within 24 hours of the request, and the strengthening of services of last resort through transparent and non-discriminatory award procedures. Further requirements are also provided for on the commercial side, such as the obligation to propose at least one fixed-price electricity supply offer with a duration of at least one year, in addition to the prohibition on making unilateral changes to the contractual conditions for the same type of offer.
Based on the regulatory provisions, ARERA has supplemented the sector regulation (Res. 189/2026/R/com) by introducing a formal prohibition on changing the economic conditions in fixed-price, fixed-term electricity contracts. The obligation to send the summary form has also been introduced in cases of extension of the economic conditions.
Decree-Law No. 21 of 20 February 2026 (Energy Bills Decree) – Measures on the retail energy market In terms of specific focus with respect to what has already been explained, it should be noted that the decree in question introduces a package of measures aimed at strengthening the protection of end customers and transparency in the retail market, acting both to combat energy poverty and with regard to unfair commercial practices.
With regard to the first point, there is an increase in the social electricity bonus for vulnerable families (up to about 315 euro/year in total), accompanied by a new contribution of up to 60 euro for domestic customers with ISEE up to 25,000 euro, including those who are not bonus holders, on a voluntary basis by sellers.
On the commercial front, the measure introduces a ban on contacting or soliciting prospective or recently departed customers by phone or SMS, unless specifically consented to or requested, and requires the use of clearly identifiable telephone numbers. Transparency of information is also strengthened, with an obligation to communicate in electronic format the identity of the person or intermediary who concluded the contract.
The decree assigns operators (energy and telecommunications) full responsibility for the fairness, transparency and adequacy of contractual proposals, also extended to activities carried out through agents and commercial partners, while at the same time introducing the pre-contractual obligation to ascertain the customer’s needs and verify their consistency with the proposed offer. Finally, economic transparency measures are envisaged, with ARERA being given the task of collecting information on operators’ margins in order to strengthen control over the functioning of the retail market.
For the purposes of fully transposing the regulatory provisions, ARERA has initiated a procedure (Resolution 188/2026/R/com) aimed at revising and supplementing the Code of Business Conduct, which should be concluded by December 2026.
Resolution 58/2026/R/eel - Reform of the supplier switching process (24h switching) In compliance with the provisions of EU legislation, the resolution introduces a comprehensive review of the supplier switching process, aimed at implementing switching within 24 hours of the operator’s request. The measure regulates the roles and responsibilities of the parties involved, providing that the request for switching can be submitted by both the commercial counterparty and the dispatching user.
The new process, which will be implemented from 1 December 2026, will consist of a preliminary data verification phase (the “POD check”) and the subsequent preliminary check, aimed at validating the correspondence between the POD and the customer’s data and gathering the main technical and contractual information of the supply point.
After this phase, it will be possible to proceed with a fast request or with an ordinary request to change supplier, lasting a maximum of one or ten working days respectively. The fast request, applicable only to cases of domestic electricity supplies for which there are no outstanding credit issues, must be submitted within 10 working days of the outcome of the preliminary check and allows the switching to be completed in an extremely short time, up to one working day. For all other cases, however, the ordinary request will apply, which must also be submitted within 10 working days.
DCO 130/2026/R/eel - Evolution of the Gradual Protection Service post-2027 The consultation outlines the new structure of the Gradual Protection Service (STG), providing for the introduction from 1 April 2027 of a single service of last resort aimed at all types of users who have not chosen a supplier in the free market, with the aim of strengthening the price signal and encouraging informed migration to the market. The scope will include customers without a supplier, new activations and entries into the STG in the period January–March 2027.
The provision of the service will be awarded through competitive procedures on a local basis, with minimum access requirements of at least 50,000 POD/PDR and awarding through single-round auctions based on the economic parameter β defined in €/POD/year, which will also constitute the main remuneration component for operators.
Iren Group | Directors’ Report at 30 June 2026 57 The economic conditions applied to customers will reflect a regulated structure (procurement, dispatching and charges) supplemented by a marketing component initially aligned (for the first few months) with the PCV of the enhanced protection category and subsequently determined by the β parameter. The contractual conditions will be uniform and based on the PLACET model, with obligations to inform the customer by certified email or registered letter when the service is activated.
The model also provides for a structured path for the exit from the service of customers who have remained inactive: all supplies activated in the STG before January 2027 and which on 31 March 2027 are still supplied in the same service will continue to be supplied by the same operator within the free market offer identified as “most convenient” on the basis of the estimated annual expenditure. Vulnerable customers, for whom an automatic transition to greater protection is provided, and users activated after 1 January 2027, for whom the continuation of supply in the STG with the new assigned operator is envisaged from 1 April 2027, are excluded from this “transition”.
District Heating Bonus
Res. 185/2026/R/COM
ARERA has initiated a procedure with the aim of extending the social bonus protection measures already in place for electricity and gas to district heating users as well. The process aims to define the criteria for access to the economic benefit, allowing access in line with the ISEE thresholds and the vulnerable categories already adopted for the other regulated sectors, and the identification of the operational modalities of disbursement, evaluating coordination with the existing information systems and the involvement of the district heating operators themselves. The mechanisms for covering costs and the financing methods will also be analysed, together with the disclosure obligations towards beneficiary customers.
Electricity networks
Electricity distribution concessions In the event of ministerial approval of the Extraordinary Investment Plans by the DSOs, they may obtain a reshaping of the existing concessions in terms of duration with a maximum limit of 20 years, against their payment of remodulation charges, included in the invested capital subject to amortisation and remuneration.
Res. 77/2026 postponed the deadline of 31 March 2026 (defined by Res. 237/2025) for ARERA to define the rules for the inclusion of this charge in the tariff: the new deadline will be 8 months from the date of publication of the MASE MD containing the criteria for the definition and amount of the concession charges.
Technical and commercial quality Downstream of DCO 332/2025, Res. 199/2026 /R/eel updated some provisions of the output-based and commercial quality regulations for electricity distribution and metering services, making provision:
from 2028, for possible new windows for the submission of requests for Development Plan initiatives worthy of bonuses;
confirmation of the current return of fees paid in the last 24 months as a bonus for the installation of reactive energy
compensation devices;
the confirmation – until 2027 – of the bonus mechanism for areas with the best service continuity;
new compensation – from 2028 – for the number of interruptions beyond the standard, also for LV users;
from January 2027, a reduction in the limit for considering an interruption significant and consequent communications to ARERA and in the Output Report;
the referral of the update of the Period of Disrupted Conditions (PCP) to subsequent technical meetings;
the new compensation from 1 July 2026 for the maximum time for providing the user with the verification of weekly disconnections of small-scale plants for high grid voltages;
stricter communications of the LV network adjustment times in the event of excessive disconnections of small-scale plants.
Finally, it should be noted that the tariff regulation of electricity distribution in force for 2026 has been updated by a number of ARERA decisions published during 2025. In particular, the following are noted:
Res. 130/2025/R/com , with which the revision of the criteria for revaluation of capital costs for infrastructure services in the electricity and gas sectors was approved;
Res. 476/2025/R/com , which confirmed for 2026 the same rate of return on capital applied in 2025 (5.6%);
Res. 575/2025/R/eel , which, in addition to updating the tariffs for the use of infrastructure for electricity distribution and metering services for the year 2026, also confirmed the specific levels of continuity for MV users for the year 2026 and extended the validity of the rules for the replacement of 2G Smart Metering systems to 2028.
Iren Group | Directors’ Report 58
WASTE
Decision No. 1/DTAC/2026 of 13 April 2026 The decision approves the standard outlines of the acts constituting the tariff proposal in the third regulatory period (2026-
2029) for “minimum” and “intermediate” treatment plants and the relevant modalities for the transmission to the Authority.
Res. 138/2026 - Initiation of the procedure regarding new protection measures for users holding bonuses The resolution opens a procedure, to be concluded by 31 December 2026, aimed at introducing enhanced protection measures for users holding social bonuses and extending to the waste management sectors certain protections already provided for in the energy sectors; the possible publication of consultation documents is envisaged.
For the Waste sector, the profiles of greatest interest concern the methods of managing the payment in instalments and the management of arrears of bonus recipients in line with the need to ensure a higher level of protection for economically disadvantaged households (such as, for example, automatic compensation in the event of delays in the disbursement of bonuses).
Ministerial Decree of 26 March 2026 - new regulations for Collection Centres In force from 14 May 2026, the Decree of the Ministry of the Environment and Energy Security on the “Regulation of collection centres for separately collected municipal waste” repeals the previous Ministerial Decrees of 8 April 2008 and 13 May 2009 and introduces an updated regulation of collection centres, defining their technical and structural characteristics, the requirements for management and operation, the waste that can be delivered and the management procedures.
Existing collection centres continue to operate and comply with the provisions of the new decree by 14 May 2027 (a period of twelve months from the entry into force of the Ministerial Decree of 26 March 2026).
ANCI-CONAI Agreement (2026–2029) In this regard, the new agreement was signed with validity from 1 May 2026 to 31 December 2029.
WATER SERVICE
Resolution 138/2026 Initiation of the procedure regarding new protection measures for users holding bonuses The resolution opens a procedure, to be concluded by 31 December 2026, aimed at introducing enhanced protection measures for users holding social bonuses and extending to the waste management sectors certain protections already provided for in the energy sectors; the possible publication of consultation documents is envisaged.
For the IWS (integrated water service), the profiles of greatest interest concern, in particular, the possible revision of the rules on information to users, application and disbursement of the bonus, management of arrears and containment of charges related to late payment, consistent with the need to ensure a higher level of protection for economically disadvantaged households.
In operational terms, the procedure appears to be aimed at evaluating measures that increase users’ awareness of contractual choices and relations with the operator, simplifying the mechanisms for recognising and using benefits, strengthening enforcement tools against defaulting operators and introducing elements of further protection in cases of arrears relating to water utilities, while taking into account the need to minimise the impact of the intervention in terms of costs for the operator.
Res. 39/2026 and 40/2026 Initiation of the procedure for quantitative evaluations, relating to the two-year period 2024-2025, envisaged by the incentive mechanism for contractual quality and technical quality respectively The resolutions constitute procedural acts of a fact-finding and assessment nature, in preparation for the subsequent quantification of bonuses and penalties to be borne by IWS operators for the two-year period 2024-2025, within the regulatory architecture built by ARERA over the last decade.
The Authority indicates the causes of exclusion from the incentive mechanism (including the failure of the Area Governing Body -EGA- to validate the data and the lack of comparability over time of the management quality data) and from the bonuses (including the failure to submit the tariff preparation documents pursuant to the tariff method in force at the time by 31 October, the failure to pay equalisation components to CSEA and the failure to comply with the mandatory deadlines set by any requests for additional documentation made by the Authority during the investigation).
The procedures are expected to be closed by 30 June 2027.
GENERAL MATTERS
Incentives - RES development
FER-X fully operational In the first half of 2026, the most significant development was the European Commission’s green light for the fully operational FER-X. The new scheme provides for a maximum quota of 37.15 GW of new renewable capacity, of which 10 GW is reserved for plants up to 1 MW and 27.15 GW is allocated to larger plants through competitive procedures. The mechanism covers photovoltaic, wind, hydropower and plants powered by residual gases from wastewater treatment processes, confirming its position as the main instrument for supporting new mature renewable electricity capacity.
Iren Group | Directors’ Report at 30 June 2026 59 Compared to the framework outlined at 31 December 2025, the transition to the fully operational FER-X therefore represents an element of greater regulatory certainty, although the full publication of the implementing acts, the update of the GSE Operating Rules, the definition of operating prices and the schedule of the first procedures are still to be monitored. For the Group, the mechanism remains central for the purpose of assessing the bankability of new renewable investments, also in light of the results already recorded in the competitive procedures of the transitional regime.
PNRR (National Recovery and Resilience Plan) CACER Facility During the first half of 2026, the implementation of the PNRR CACER Facility continued, relating to the support of renewable energy plants included in configurations of collective self-consumption and Renewable Energy Communities. The measure is part of the CACER Decree, which continues to apply insofar as it is not expressly modified by the PNRR regulations, and aims to promote the diffusion of distributed renewable plants serving energy communities and self-consumer groups.
During the half-year, the operational framework was updated following the redefinition of the PNRR measure, with the GSE being assigned the role of implementing body for the subsidy programme. The new structure provides that the GSE shall enter into concession agreements with the beneficiaries by 30 June 2026, up to the amount of the available resources, which is 795.5 million euro. If the financial allocation is exceeded, eligible but non-fundable applications are placed on a reserve list in chronological order of submission.
A relevant element of the new structure is the distinction between the grant award phase and the subsequent implementation phase of the initiatives. The deadline of 30 June 2026 is relevant for the conclusion of the concession agreements, while the plants must enter into operation within 24 months of the notification of the agreement and in any case in compliance with the conditions laid down in the applicable regulations.
For the Group, the CACER Facility presents potential opportunities in relation to the development of widespread self-
consumption models, regional partnerships, energy services and distributed-scale RES initiatives. At the same time, the measure requires a careful assessment of the applicable subjective, ocal, technical and administrative constraints, as well as of the economic sustainability of the configurations, also in relation to the coordination between the capital contribution, the incentive tariff on shared energy and the rules on cumulation.
OIERT - Obligation to Increase Renewable Thermal Energy In the first half of 2026, the implementation framework for the obligation to increase renewable thermal energy in energy supplies was completed through the publication of the MASE MD of 15 April 2026, which governs the methods for fulfilling the obligation provided for in Article 27 of Legislative Decree 199/2021.
The mechanism applies to entities that sell thermal energy to third parties in quantities exceeding 500 TOE per year, with particular relevance for operators active in the district heating and heat supply sector. The obligation starts in 2026 and is divided into two regulatory periods: 2026-2028 and 2029-2030. The obligation for the first period must be fulfilled by 31 March 2029, while that for the second period must be fulfilled by 31 March 2031.
For the purposes of compliance, the decree provides for the valuation of the share of renewable thermal energy sold to end users, including through the use of specific certificates, including Guarantees of Origin for heat and cold from renewable sources, GOs relating to renewable electricity used to power heat pumps and certificates relating to waste heat and cold.
There is also the possibility of carrying over any surpluses to the next obligation period.
From an operational point of view, by 30 September 2026, the obliged parties must register on the OIERT Portal and notify the GSE of the data relating to the thermal energy sold and the renewable share for the three-year period 2022-2024. From 2027, these reports must be made annually by 31 March.
In the event of non-compliance, a compensatory contribution is to be paid, the value of which will be defined by a subsequent ministerial decree. The related resources will flow into a fund at CSEA for the promotion of thermal renewable sources, strengthening the link between OIERT and the future FER-T mechanism.
RES-T – Renewable thermal energy sources (large-scale plants) In the first half of 2026, the publication of the OIERT MD strengthened the prospective relevance of the FER-T mechanism.
As seen, the decree in fact established at CSEA the Fund for the promotion of renewable thermal energy sources, funded by the compensatory contributions paid by the obligated parties in the event of failure to fulfil the obligation to increase renewable thermal energy. The Fund’s resources are intended to promote the use of renewable thermal energy through the competitive mechanism for incentivising large-scale thermal energy production from renewable sources, with particular reference to district heating systems and industrial applications, i.e. the future FER-T.
In light of the launch of the OIERT, the FER-T therefore assumes a central role as the main instrument intended to make new investments in large-scale thermal renewables bankable, also in line with the needs for the progressive decarbonisation of district heating systems and industrial thermal consumption. An initial evolution of the scheme is therefore expected in 2026, including through the preparation of a draft decree or further implementing acts, which will have to precisely define eligible technologies, access criteria, incentive levels, competitive procedures and coordination with other support instruments, in particular Thermal Account 3.0 and OIERT.
At 30 June 2026, the FER-T is not yet operational, but it represents one of the most relevant elements of the new support framework for renewable thermal sources. For the Group, monitoring the mechanism remains a priority, both for the possible investment opportunities in renewable and waste heat, and for the connection with the OIERT obligations and with the decarbonisation strategies of the district heating networks.
PNRR measure M7 I.17 The first half of 2026 saw the continued implementation of the PNRR M7 I.17 measure, relating to the energy efficiency of public residential buildings. The measure is aimed at incentivising private investments for the energy retrofitting of the public residential building stock (ERP), with the aim of achieving an average reduction in primary energy demand of at least 30%,
Iren Group | Directors’ Report 60 through the involvement of ESCOs and specialised operators. In April 2026, the GSE updated the operational framework of the measure, providing for the extension of the deadline for the submission of applications for admission from 31 May to 30 June 2026 and introducing a new type of initiative called “multi-intervention”, with a fixed incentive equal to 65% of the eligible costs. This update expands the flexibility of application of the instrument and allows for the promotion of integrated works on ERP buildings, instead of individual one-off efficiency measures. The measure is important because it combines the leverage of the public contribution with the involvement of private entities in the implementation of the works, according to a model aimed at promoting investments of a significant size. In this context, the correct structuring of relations between entities that own or manage ERP assets, ESCOs and financing entities is central, as is the verification of the technical, economic and documentary requirements for access to the subsidy. Particular attention must be paid to coordinating the measure with other support instruments, in particular with the Thermal Account 3.0, taking into account the applicable limits on cumulation and the prohibition of double financing for the same expenses. The evaluation of the initiatives therefore requires a precise analysis of the cost structure, the sources of funding, the reporting methods and the obligations related to compliance with the PNRR milestones and targets.
For the Group, M7 I.17 represents a potential area of development for energy efficiency initiatives, energy services and ESCo models applied to public residential assets.
PPA Notice Board – GSE Consultation pursuant to the Energy Bills Decree-Law The first half of 2026 saw the launch of the process of implementing the provisions of the Energy Bills Decree relating to the promotion of long-term contracts for the purchase of electricity from renewable sources, i.e. Power Purchase Agreements.
In fact, Article 4 of Decree-Law 21/2026 provides for the adaptation of the PPA Notice Board, with sections dedicated to the signing of contracts with a duration of not less than three years, including in aggregate form, and with the aim of encouraging the contracting of renewable energy by businesses, including SMEs.
In this context, in June 2026, the GSE launched a public consultation aimed at defining the operational aspects of the mechanism, with particular reference to the “Qualified Announcements” section, the GSE’s support in the contracting phase and its role as guarantor of last resort for parties that meet the requirements of the regulations.
The consultation is important as it aims to strengthen the bankability and uptake of PPAs, reducing the risk of counterparty default and facilitating the matching of long-term renewable energy supply and demand. The mechanism is part of the broader process of stabilising energy prices and decoupling, at least partially, the cost of electricity from the dynamics of fossil fuels.
For the Group, the issue has potential impacts both on the production side, in relation to the long-term development of renewable energy, and on the procurement side, with reference to price risk hedging and the structuring of multi-year contracts. The outcome of the consultation, the approval of the operating rules and the coordination of the new instrument with the regulations of the PPA Notice Board managed by the GME and with the other support mechanisms for renewable sources are still to be monitored.
Iren Group | Directors’ Report at 30 June 2026 61 Concessions and Assignments of Iren Group
HYDROPOWER GENERATION
The following is a summary of the major concessions for hydroelectric use and the related expiry dates for Iren Energia’s plants.
Region Facility Average rated
concession power
(MW) Expiry
Piedmont Po Stura - San Mauro 5.58 31 December 2010 Piedmont Pont Ventoux – Susa 45.64 13 December 2034 Piedmont Agnel - Serrù – Villa 12.53 31 December 2010 Piedmont Bardonetto – Pont 8.92 31 December 2010 Piedmont Ceresole – Rosone 32.92 31 December 2010 Piedmont Telessio - Eugio – Rosone 26.10 31 December 2010 Piedmont Rosone – Bardonetto 9.71 31 December 2010 Piedmont Valsoera – Telessio 1.76 31 December 2010 Campania Tusciano 8.49 31 March 2029 Campania Tanagro 12.85 31 March 2029 Campania Bussento 17.06 31 March 2029 Campania Calore 3.27 31 March 2029
In relation to the aforementioned concessions expiring on 31 December 2010, concerning Valle Orco (Agnel - Serrù – Villa, Bardonetto – Pont, Ceresole – Rosone, Telessio - Eugio – Rosone, Rosone – Bardonetto, Valsoera – Telessio) and Po Stura-
San Mauro, a project financing proposal was submitted to the Piedmont Region.
With Resolution of the Piedmont Regional Council of 17 April 2023 no. 17/6747, the feasibility of the two project financing proposals presented by Iren Energia was resolved, pursuant to Article 183, paragraph 15 of Legislative Decree 50/2016, concerning, respectively, the expired Concessions for large hydroelectric derivations on the Torrente Orco and the expired Concession for large hydroelectric derivations of the Po Stura - San Mauro plant.
By Resolutions No. 28-6999 and 29-7000 of the Regional Council of 5 June 2023, the Piedmont Region resolved, pursuant to Articles 3 and 4 of Regional Law 26/2020, that “ there was no overriding public interest in a different use of the derived waters, incompatible with the maintenance of the use for hydroelectric purposes, and the definition of the public evidence procedure for the relative assignment ”.
With Regional Council Resolution no. 7387 of 3 August 2023 and Executive Resolution no. 578 of 7 August 2023, the Region then verified the correctness of the ‘end-of-concession reports’ of expired large hydroelectric derivations and ordered their publication on its institutional website.
Finally, the Piedmont Region has entrusted the Regional Contracting Company SCR Piemonte S.p.A with the activities of preparing the tender specifications and documentation and the consequent management for the search for professionals qualified to verify, pursuant to art. 26 of Legislative Decree no. 50/2016, the project related to the project financing proposals submitted by Iren Energia.
With Executive Resolution No. 955/A1604C of 2 December 2025, the Technical and Economic Feasibility Plan, prepared pursuant to Articles 17 et seq. of Presidential Decree 207/2010, as amended, to support the project financing proposal submitted by Iren Energia for the Po-Stura-San Mauro Torinese hydroelectric power plant, was validated by the Region’s Sole Project Manager (RUP), pursuant to and for the purposes of Article 42, paragraph 4 of Legislative Decree 36/2023 as amended and supplemented.
With Executive Resolution to Contract No. 1045/A1604C of 4 December 2025, the Piedmont Region decided to proceed with the assignment of the concession for the large hydroelectric derivation relating to the Po-Stura-San Mauro plant through project financing, pursuant to Article 193 of the same Legislative Decree, on a private initiative basis, to be carried out via the single award procedure set out in Regional Regulation No. 2 of 27 April 2023, by means of a public tender procedure, and also approved the technical tender documentation.
Finally, on 29 December 2025, SCR published the call for tenders, setting 16 February 2026 as the deadline for the receipt of applications to participate in the pre-qualification stage.
Iren Group | Directors’ Report 62 In its judgement of 5 February 2026 in Case C-810/2024, the Court of Justice of the European Union ruled that “ Article 3(1) of Directive 2014/23/EU of the European Parliament and of the Council of 26 February 2014 on the award of concession contracts, in conjunction with Article 49 TFEU, Articles 30 and 41, and recital 68 of that directive, must be interpreted as meaning that: it precludes a Member State from granting the promoter of a project finance procedure a right of pre-emption which allows it, in the event that the contract in question was not initially awarded to it, to adapt its tender to that of the initially selected successful tenderer and thus to be awarded that contract, provided that it reimburses the costs incurred by the initial successful tenderer in preparing its tender, without that reimbursement exceeding 2.5% of the estimated value of the investment expected by the successful tenderer on the basis of the feasibility project on which the tender was based”.
On 23 April 2026, SCR Piemonte published a new notice of invitation to tender for a “ Public evidence procedure for the assignment under concession of the large hydroelectric derivation relating to the Po Stura – San Mauro plant, pursuant to Regional Law 26/2020 and Regional Regulation 2/2023 through project finance on private initiative ”, which takes into account the aforementioned ruling of the Court of Justice of the European Union, and set 8 June 2026 as the deadline for receipt of requests to participate in the pre-qualification phase. Iren Energia submitted a request to participate and challenged the aforementioned notice and related documents before the Regional Administrative Court of Piedmont, challenging how the tender was called in light of the loss of the promoter’s right of pre-emption. The Piedmont Regional Administrative Court rejected the application for interim measures with Order No. 238/2026 and assessments for the appeal are in progress.
With regard to the Valle Orco concession, on the other hand, the Technical and Economic Feasibility Project is awaiting validation, followed by the subsequent decision to enter into a contract.
NATURAL GAS DISTRIBUTION
IRETI Gas operates the natural gas distribution service in the Group’s historical operating areas: the Genoa 1, Parma, Reggio Emilia, Piacenza 2 and Savona 1 areas, under an extended regime.
Liguria area
As far as ATEM Genova1 is concerned, Ireti Gas provided the Contracting Authority, at the latter’s request, with the data referred to in Article 5 MD 226/2011 updated to 31 December 2023, necessary for the preparation of the tender for the award of the new concession.
As far as ATEM Genova2 “Provincia” is concerned, the new call for tenders was published on 27 February 2026, with the deadline for the submission of bids on 21 September 2026. Preparatory activities for participation are ongoing.
Finally, IRETI Gas is the operator of the gas distribution service in the municipalities of Albenga and Ceriale in the Province of Savona, within the ATEM Savona 1 Sud Ovest area, for which the tender notice was published on 29 December 2025.
Emilia Area
In the Reggio Emilia ATEM, IRETI Gas provided the Contracting Authority, at the latter’s request, with the documentation necessary for the preparation of the tender notice, in compliance with the information obligations set out in Article 4 MD 226/2011, ‘ Regulations on the tender criteria and the evaluation of bids for the award of the natural gas distribution service ’, updated as at the reference date of 31 December 2024.
Piedmont Area
The Contracting Authority asked ASM for the data needed to prepare the tender for the award of the new concession, which were provided updated to 31 December 2023.
In ATEM Cuneo 3, through Reti Metano Territorio (100% controlled by IRETI Gas), the Group is present in the Municipality of Alba and 42 other municipalities in the Province of Cuneo, which are managed under an extension regime, while waiting for the Contracting Authority to start the procedure for the assignment of the new concession.
Other geographical areas
Also through Reti Metano Territorio, the Group operates in gas distribution in the following ATEM:
ATEM Lecco 1 - Municipality of Calolziocorte;
ATEM Milan 3 - Municipality of Casarile;
ATEM Monza and Brianza 1 - Municipalities of Burano di Molgora and Vimercate;
ATEM Monza and Brianza 2 - Municipality of Besana in Brianza;
ATEM Alessandria 3 - Municipality of Acqui Terme (Acqui Rete Gas, 50% owned by Reti Metano Territorio).
ATEM Alessandria 1 - Municipality of Valenza (Valenza Gas, 50% owned by Reti Metano Territorio).
Iren Group | Directors’ Report at 30 June 2026 63
ELECTRICITY
The ministerial electricity concessions expire on 31 December 2030; Iren manages the public electricity distribution service in the cities of Turin and Parma (through IRETI) and Vercelli (through ASM Vercelli).
Iren is also present with DEA S.p.A., part of the group of the related party ASTEA, which manages the electricity distribution service in some municipalities in the Marche region (Agugliano, Magliano di Tenna, Montelupone, Offida, Osimo, Polverigi, Recanati, Santa Maria Nuova) and in the Abruzzo region (Ortona, San Vito Chietino), as well as in Sanremo (Liguria, Province of Imperia) and, through its subsidiary ASPM, in the municipality of Soresina (Lombardy, Province of Cremona).
The existing concessions were defined with Legislative Decree 79/1999, Article 9 of which stipulated that distribution companies operating at the date of entry into force of the measure would continue to provide the service on the basis of concessions issued by the competent Ministry (at the time the Ministry of Industry, Trade and Crafts, now the MASE) and expiring by 31 December 2030.
Legislative Decree 79/99 also provided that, no later than five years prior to the same expiry date (31 December 2025), the competent Minister, having consulted the Unified Conference and the Authority, should define the terms, conditions and criteria, including remuneration for the investments made by the previous operator, for the new concessions to be granted on the expiry of 31 December 2030, subject to the delimitation of the area, in any event not less than the municipal area and not more than one quarter of all end customers, and that that service be entrusted on the basis of tenders to be called, in accordance with national and Community legislation on public procurement.
With Law No. 207 of 30 December 2024 (Budget Law 2025), in Article 1, paragraphs 50 to 53, the legislator provided that a decree of the Ministry of the Environment and Energy Security (MASE), in agreement with the Ministry of the Economy and Finance (MEF), upon the proposal of ARERA, shall define the terms and procedures for the presentation by the operators of the electricity distribution service of extraordinary multi-year investment plans, detailing the minimum goals and objectives that the aforementioned plans must pursue.
With the Budget Law 2025, the awarding of concessions starting on 1 January 2031 by means of tenders will therefore be limited to cases in which extraordinary multi-year investment plans are not submitted or not approved: in such cases, in fact, the prerequisites for remodelling of the duration of concessions do not exist.
With Resolution No. 392/2025/R/EEL of 5 August 2025, ARERA resolved to submit to the Ministry the proposal setting out the terms and procedures for extraordinary multi-year investment plans.
DISTRICT HEATING
Iren Energia manages the district heating distribution service through concession, award or authorisation to install networks in the Municipalities of Turin, Nichelino (Province of Turin), Beinasco (Province of Turin), Rivoli (Province of Turin), Collegno (Province of Turin), Grugliasco (Province of Turin), Reggio Emilia, Parma, Piacenza and Genoa.
In addition, through TLRNet (which took over from EGEA Holding on 1 January 2026 by virtue of the latter’s partial demerger) and its subsidiaries, it manages the district heating service in the municipalities of Alba, Canale, Bra, Cortemilia and Narzole (Province of Cuneo), Piossasco and Carmagnola (Metropolitan City of Turin), Alessandria and Acqui Terme in the same province, Nizza Monferrato (Province of Asti) and Cairo Montenotte (Province of Savona).
Lastly, the Group, through Dogliani Energia, holds the concession for the district heating service in the municipality of Dogliani (CN). In this regard, the district heating system went into service in October 2025 for the first batch of connected customers.
It is noted that, following a public evidence procedure concluded with Municipality of Moncalieri decision No. 2727 of 20 December 2024, Iren Mercato is the operator of the public district heating service in the Municipality of Moncalieri for five years as from 1 January 2025.
In this regard, Iren Energia, which supplies heat to Iren Mercato, owns the existing production plants and network infrastructure and is party to an agreement with the municipality for the occupation of public land, which expired in 2021 and continued uninterruptedly under an extension arrangement.
By Resolution of the Municipal Council no. 137 of 27 March 2026 and Resolution of the Municipal Council no. 44 of 8 April 2026, the Municipality approved the new outline of the agreement aimed at regulating the concession for the occupation of public land and subsoil for the district heating network and at redefining relations with Iren Energia. As of today, the signing of the aforementioned new agreement is pending.
Iren Group | Directors’ Report 64
INTEGRATED WATER SERVICE
Liguria Area
IRETI holds the management assignment for the Integrated Water Service in the 67 municipalities of the Province of Genoa.
The assignment was granted by Decision no. 8 of the Genoa ATO Authority on 13 June 2003 and will expire in 2032.
The Integrated Water Service in some municipalities of the Province of Genoa is managed by IRETI through the safeguarded operating manager Iren Acqua Tigullio, 66.55% owned by IRETI.
IRETI also directly operates the drinking water distribution service in the municipalities of Camogli, Rapallo, Coreglia, Zoagli, Sestri Levante, Casarza Ligure and Moneglia, and the Integrated Water Service in the municipalities of Né and Carasco, in the Genoa ATO.
The company manages only the segment of the water service also in the following ATO:
Savona Centre West 1, in the municipalities of Albissola Marina, Albissola Superiore, Quiliano, Vado Ligure, Celle Ligure, Noli, Spotorno, Bergeggi, Savona, Stella, Varazze;
Savona Centre West 2 - Municipalities of Altare, Cairo Montenotte, Carcare, Cengio.
With regard to the municipalities managed by the Savona Centre West 2 Optimal Local Area, it should be noted that on 30 June 2025, notification was received of the start of the takeover procedure by the sole in-house manager, CIRA.
As regards the Province of Imperia, the company Rivieracqua S.p.A., the sole operator of the Area, took over from IRETI on 1 July 2025 for the water service in the municipalities of Camporosso, San Biagio della Cima, Perinaldo, Soldano, Vallebona, Isolabona, Vallecrosia, Dolceacqua, Seborga, Bordighera and Ventimiglia. The payment of the adjustment amount at the effective date of the takeover is currently being finalised.
Finally, in La Spezia and its Province, in 31 municipalities, Iren Group manages (through ACAM Acque) the water service with a concession valid until 31 December 2033.
Emilia Area
The Group manages the Integrated Water Service in the provinces of Reggio Emilia, Piacenza and Parma.
In the aforementioned areas, the ownership of the assets and networks relating to the water sector is held by companies wholly owned by public bodies, so-called “equity companies”, respectively for the Municipality of Parma - Parma Infrastrutture, for the ATO of Piacenza - Piacenza Infrastrutture (for the capital Municipality, Consorzio Val d’Arda and Consorzio Val Nure for other municipalities in the Province of Piacenza) and AGAC Infrastrutture for the ATO of Reggio Emilia.
These companies made their networks and assets available to Iren Group on the basis of a rental contract and against the payment of an annual fee.
Reggio Emilia Local Basin - the management of the Integrated Water Service for the Province of Reggio Emilia, excluding the Municipality of Toano, is the responsibility of the “Azienda Reggiana per la Cura dell’Acqua”, or ARCA for short, 60% owned by the public partner AGAC Infrastrutture and 40% by IRETI, private operating partner for the assignment of the service in ATO3 Reggio Emilia until 31 December 2043.
ARCA, by means of a specific agreement, on the basis of the provisions of the tender deeds, entrusted the management of the operating tasks to the local operating company (SOT) Iren Acqua Reggio, which was set up for this purpose by the private operating partner (IRETI).
Piacenza Local Basin – the management of the Integrated Water Service for the Province of Piacenza is the responsibility of the company Iren Acqua Piacenza S.r.l., effective as of 1 January 2025 and expiring on 31 December 2040, following the award of the tender called by the Area Authority in 2022.
Parma Local Basin - the Convention agreed with the ATO of Parma set the expiry date of the assignment at 30 June 2025.
The aforementioned deadline was extended by Emilia-Romagna Regional Law No. 14/21 until 31 December 2027.
Piedmont Area
The Group manages, through ASM Vercelli, the services related to the integrated water cycle in Piedmont ATO2 “Biellese Vercellese, Casalese”. The services provided by the company extend beyond the city of Vercelli to 14 municipalities in the province.
Management expired on 31 December 2023. In this regard, the Conference of the Area Governing Body (EGATO2) was unable to resolve on the choice of the management model due to the lack of a quorum, and therefore the same Body was subject to a Commissioner’s order by the Piedmont Region. The Commissioner’s appointment ended on 28 February 2025 with the publication of Decree no. 1 of the same date and having as its object the “Choice of the management model and start of the procedure for assignment of the Integrated Water Service for the Optimal Local Area 2 Piedmont to the in-house Company BCV S.p.A.”, which provides:
the approval of “in-house” assignment as the IWS management model in the ATO 2 Piedmont;
Iren Group | Directors’ Report at 30 June 2026 65 to initiate the path and the procedures described in detail in the time schedule for the entrusting of the IWS within the Optimal Local Area 2 “Biellese, Vercellese, Casalese” to the sole operator of the area pursuant to Article 149-bis of Legislative Decree no. 152 of 2006, identified in BCV S.p.A;
the failure to comply with the milestones “conferment of networks - phase 1 and phase 2 - resolution”, “elaboration of the sworn PEF” and “updating of the organisational model of the PoA” and the possible failure to approve the Report pursuant to Art. 17 (2), of Legislative Decree No. 201 of 2022 within the terms set forth in the time schedule shall entail the immediate activation, by the Area Governing Body, of the procedures necessary to resort to the model of awarding the service through a public procedure or to a joint company whose private partner is selected through a public procedure and the simultaneous definitive setting aside of the solution consisting in the “in-house” assignment of the service.
Among the fulfilments of the time schedule is the signing of the financing contract and the acquisition of the availability of resources for the liquidation of ASM Vercelli.
In 2025, the management of the IWS by ASM Vercelli was therefore operated under an extension regime, which will reasonably continue until the completion of the path undertaken by EGATO2, aimed at definitively appointing the sole operator, both with the in-house model and in the event that other models should be used with public evidence procedures.
Following the adoption of the aforementioned commission measure, ASM Vercelli and IRETI, on 8 April 2025, filed an appeal with the Regional Administrative Court of Piedmont - Turin in order to obtain the annulment of the aforementioned decree, concerning the “Choice of the management model and start of the procedure for assignment of the Integrated Water Service for the Optimal Local Area 2 Piedmont to the in-house Company BCV S.p.A.”, as well as for the annulment of any prior, preparatory, connected, consequent act.
An appeal to the Regional Administrative Court was also filed by the Municipality of Vercelli and some other municipalities belonging to ATO2 “Biellese, Vercellese, Casalese”.
Additional pleadings were filed on 1 July 2025, 7 October 2025 and 5 December 2025, and a hearing to discuss the merits of the case has been scheduled for 21 May 2026. At the hearing, the case was reserved for decision.
The Group also manages, operationally through IRETI, the integrated water cycle services in the municipalities of Nizza Monferrato and Canelli; the operational management contract expired in 2023 and the grantor Acquedotto Valtiglione S.p.A., with a “Public Notice” dated 24 October 2025, initiated a procedure pursuant to Article 193, paragraph 16, of Legislative Decree No. 36 of 31 March 2023, aimed at “urging interested private parties to become promoters of initiatives aimed at obtaining, through a public-private partnership, the revamping and management of the treatment plants located in the municipalities of Canelli and Nizza Monferrato and the capital necessary to redeem the residual value to be paid to the outgoing operating manager”.
Within the deadline, extended to 12 February 2026, IRETI submitted its proposal, which was admitted to the evaluation phase by order of the Sole Project Manager on 23 February 2026. On 14 April 2026, IRETI was notified of the order of the Sole Project Manager of 13 April 2026, concerning “Approval of the minutes of the committee for the evaluation of the best proposal for the revamping of Nizza Monferrato and the management of the sewage treatment plants located in the municipalities of Canelli and Nizza Monferrato”, in which it is indicated that “the proposal with the best overall score is that submitted by the company A2A Ciclo Idrico S.p.A.” and that it will (therefore) be subject to the evaluation procedure governed by Article 193, paragraph 6 of Legislative Decree No. 36/2023. As a result of this outcome, IRETI filed an appeal with the Regional Administrative Court of Piedmont on 28 May 2026, which was subsequently supplemented on 17 June with additional grounds, and is awaiting the setting of a hearing.
Finally, the Group manages, through EGEA Acque (a subsidiary of IRETI), services related to the integrated water cycle in 43 Municipalities belonging to the ATO 4 in the Cuneo area.
These managements have expired and the Conference of Area has entrusted the management of the integrated water service to Consorzio Gestori Servizi Idrici S.c.a.r.l. (COGESI), wholly publicly owned company. EGEA Acque is currently continuing its management under an extension regime pending the liquidation of the residual industrial value by COGESI. To date, agreements are being drawn up to determine the date of takeover by the sole operator.
EGEA Acque is currently continuing its management under an extension arrangement pending the takeover by COGESI. On 14 May 2026, EGEA Acque, COGESI, ALAC., Alpi Acque, SISI and IRETI signed the Preliminary Agreement for the transfer of a business unit, under which, inter alia, the terms and procedures for the takeover of the management of the IWS by the incoming Operator were defined, as well as the related takeover value and the scope of the complex to be transferred on the effective date thereof.
At the same time as the Preliminary Agreement was signed, the incoming Operator paid the Residual Value updated at 31 December 2024. The Residual Value relating to 2025 and until the date of the effective takeover will be settled within 60 days of the publication of the EGATO update measure(s). The Preliminary Agreement provides that the signing of the Final Deed of sale of the business unit shall take place on 1 October 2026, unless otherwise agreed in writing between the parties.
Sicily Area (Enna)
AcquaEnna manages the Integrated Water Service in ATO 5 Sicily, relating to the Province of Enna, with the concession expiring on 19 November 2034.
Iren Group | Directors’ Report 66 The table below therefore summarises the data on the existing agreements in the Group’s main areas of operation:
ATO REGIME SIGNING DATE EXPIRY DATE
Genoa Area ATO/operator agreement 16 April 2004/05 October 2009 31 December 2032 Reggio Emilia ATO/operator agreement 20 December 2023 31 December 2043 Parma ATO/operator agreement 27 December 2004 31 December 2027 Piacenza ATO/operator agreement 19 December 2024 31 December 2040.
Vercelli ATO/operator agreement 13 March 2006 31 December 2023 (*) La Spezia ATO/operator agreement 20 October 2006 31 December 2033 Enna ATO/operator agreement 19 November 2004 19 November 2034 (*) Under an extension arrangement
Iren Group | Directors’ Report at 30 June 2026 67
WASTE MANAGEMENT SERVICES
IREN Group provides waste management services on the basis of specific assignments from the local authorities, governed by agreements signed with the provincial ATO. The table below contains details of existing agreements in the Group’s main areas of operation:
ATO REGIME SIGNING DATE EXPIRY DATE
Reggio Emilia ATO/operator agreement 10 June 2004 31 December 2011 (*) Parma ATO/operator agreement 28 December 2022 31 December 2037 Piacenza ATO/operator agreement 28 December 2022 31 December 2037 Turin (Municipality) ATO/operator agreement 04 December 2013 30 April 2034 (**)
Vercelli (municipality) Municipality/operator agreement 22 January 2003 31 December 2028 COVeVaR Consortium (Vercelli municipalities) Tender contract with COVeVaR /ASM Vercelli -
San Germano - RIMECO 1 January 2022 31 December 2029 extendable for a further 12 months (***) ATO waste province of La Spezia (Municipality of La Spezia)
Municipality/operator
agreement 10 June 2005 31 December 2028 (collection and
sweeping)
30 January 2043 (waste disposal )
ATO Toscana Sud ATO/operator agreement 28 March 2013 31 December 2033 Consorzio Ecologico Cuneese Contract with San Germano 1 March 2024 start of service (contract signed on 19 November 2025) 28 February 2031 (renewable for a further 2 years + 1) Municipality of Selargius (Sardinia, CA) San Germano - Environmental hygiene services 24 January 2023 28 February 2028 with possible renewal until 31 January 2031 (36
months)
Municipality of Iglesias (Sardinia, SU) Urban and environmental
hygiene services
1 September 2018 extended until 31 August 2028
Consorzio SEA San Germano tender - Urban and environmental hygiene services Bagnolo Piemonte-
Barge-Bellino-Brondello-
Brossasco-Cardè-
Casteldelfino-Castellar-
Cavallerleone-Crissolo-Envie-
Faule-Fossano-Frassino-
Gambasca-Isasca-Martiniana
Po-Melle-Monasterolo di
Savigliano-Moretta-Murello-
Oncino-Ostana-Paesana-
Pagno-Polonghera-
Pontechianale-Revello-
Rifreddo-Ruffia-Saluzzo-
Sampeyre- Sanfront-
Savigliano-Scarnafigi-Torre San
Giorgio-Valmala (now merged with Busca) Venasca-Villanova-
Solaro-Sant’Albano Stura-
Trinità-Genola
16 May 2018 Terminated on 28 February 2026
Iren Group | Directors’ Report 68 Consorzio Bacino Rifiuti Astigiano (CBRA) CBRA/ATI Consortium tender contract (38% San Germano, 62% Asti Servizi Pubblici) 22 March 2024 6 October 2026 renewable for a further 12 + 6 months (tot. 18
months) (****)
Municipality of Ussana (Sardinia, SU) San Germano tender contract Urban hygiene services 22 May 2024
21 August 2032 Metropolitan City of Genoa Tender contract San Germano Urban hygiene
services
12 September 2023 30 November 2028 Municipality of Assemini (Cagliari) Tender contract San Germano Urban hygiene
services
29 April 2019 31 October 2024, extended to 31
October 2026
Municipality of Decimomannu Tender contract San Germano Urban hygiene
services
28 November 2022 31 December 2029, with option for 2-year technical extension Association of the Municipalities of Fonni – Oliena – Orgosolo –
Nuoro
Tender contract San Germano Urban hygiene
services
22 February 2023 Terminated on 18 June 2026 due to the sale of a business unit Municipality of Stintino (Sassari) Tender contract San Germano Urban hygiene
services
04 May 2026 final award following new assignment 7 years from the start date of the service (presumably 31 October 2033) currently being extended
Municipality of Padru (Sassari) Tender contract San Germano Urban hygiene
services
03 March 2021 Terminated due to sale of business unit on 18 June 2026 Metalla e il Mare Municipal Authority (South Sardinia) Tender contract San Germano Urban hygiene
services
31 October 2021 12 July 2028 Gerrei Municipalities Union (South Sardinia) Tender contract San Germano Urban hygiene
services
25 October 2023 30 June 2030 Lower Novara Wide Area Consortium San Germano tender contract -
Service for the collection, transport and transfer to disposal plants of municipal waste, manual and mechanised sweeping, cleaning of market areas, management of recycling areas in the following
Municipalities: Barengo-
Bellinzago Novarese-Biandrate-
Borgolavezzaro-Briona-
Caltignaga-Cameri-
Casalbeltrame-Casaleggio-
Casalino-Casalvolone-
Castellazzo-Cerano-Galliate-
Garbagna-Granozzo-Landiona-
Mandello-Marano-
Mezzomerico-Momo-Nibbiola-
Oleggio-Recetto-Romentino-S.
Nazzaro Sesia-S.Pietro
Mosezzo-Sillavengo-Sozzago-
Terdobbiate- Tornaco-Trecate-
Vaprio-Vespolate-Vicolungo-
Villata-Vinzaglio
18 September 2020 30 September 2029 with option for 6-year technical
extension
Consorzio Covar 14 Sub-tender contract Teknoservice srl /San Germano Urban hygiene services
Moncalieri-La Loggia-
Villastellone
28 January 2022 31 January 2025 (extended to 31
January 2028)
with option for 6-year technical
extension
Iren Group | Directors’ Report at 30 June 2026 69 STR (Consortium of Langhe and Roero Municipalities) Iren Ambiente tender contract (formerly EGEA Ambiente ******)/Municipality of Alba (CN) 9 March 2026 publication of the
tender. Pending
award. The subsidiary San Germano is first in the ranking 4 years renewable from the date of award, plus a 6-month technical
extension option
CSEA (consortium of Fossano Municipalities) ATI tender contract (S. Germano, Coop Proteo and Iren Ambiente) (formerly EGEA Ambiente ******)/4 municipalities in the Cuneo area (EGEA share 12.86%) 1 January 2020 Terminated on 28 February
2026
Province of Imperia Iren Ambiente (formerly EGEA Ambiente ******) tender contract with some municipalities in the Imperia area (Andora, Cervo, Cesio, Chiusanico, Diano Arentino, Diano Castello, Diano Marina, Diano San Pietro, San Bartolomeo Al Mare, Stellanello, Testico, Villa Faraldi) 1 January 2021 Extension to 9 January 2027 Municipality of S. Giuliano Milanese Tender contract ATI (AMSA, Iren Ambiente -
formerly EGEA Ambiente ******) (Iren Ambiente share 16%) 19 October 2021 (effective from 1
October 2020)
30 September 2027
ATO Toscana Costa (Authority for the municipal waste management service in the provinces of Livorno, Lucca, Massa Carrara and
Pisa)
Municipality of Lucca Service contract between the Municipality of Lucca and Sistema Ambiente (36.5% owned by Iren Ambiente) for waste collection 27 February 2001 31 December 2029
Turin
(Wide area consortium)
Turin (Wide area consortium) ATO/operator agreement (SETA) (waste collection service in 31 municipalities in the Turin area)
ATO/operator agreement (SETA) (market areas of the Municipalities of Borgaro Torinese – Caselle – Chivasso – Settimo Torinese – glass collection in Settimo
Torinese)
24 May 2024
1 March 2025 27 November 2029 (*****)
28 February 2030
(*) Service extended by law until new agreements are defined.
(**) the duration is 20 years starting from the day following the end of the provisional operation of the waste-to-energy plant of TRM on 31
August 2014
(***) ASM Vercelli 60.01%; San Germano 20.78%; RIMECO soc. coop. 19.21%.
(****) The local area covered by the contract is made up of 114 municipalities belonging to the Consorzio Bacino Rifiuti Astigiano/ATO Astigiano (excluding the municipality of Asti which, although a member of the consortium, is currently subject to autonomous contractual regulations).
(*****) the service is carried out by SETA (48.65% owned by Iren Ambiente), which manages the waste collection service in 31 municipalities in the Turin area (Torrazza Piemonte, San Benigno Canavese, Brandizzo, Rivalba, Verolengo, Cavagnolo, Brozolo, Monteu Da Po, Castagneto Po, San Sebastiano Da Po, Lauriano, Brusasco, Verrua Savoia, San Mauro Torinese, Casalborgone, Borgaro Torinese, Castiglione Torinese, Montanaro, Gassino Torinese, Cinzano, San Raffaele Cimena, Sciolze, Volpiano, Rondissone, Mappano, Lombardore, Chivasso, Caselle Torinese, Leinì, Foglizzo and Settimo Torinese).
(******) EGEA Ambiente was merged into Iren Ambiente with effect from 1 January 2026.
As outlined in the table, the contracting authority Agenzia Territoriale dell’Emilia-Romagna per i Servizi Idrici e Rifiuti (ATERSIR) signed with Iren Ambiente the contracts for the concession of the public service for waste management in the Parma and Piacenza local area for a duration of 15 years, starting from 1 January 2023.
The two concessions - awarded following public tenders - cover 89 municipalities: 43 in the Parma area and 46 in the Piacenza area. The respective management companies are Iren Ambiente Parma and Iren Ambiente Piacenza, which took over the operational management of the service from Iren Ambiente.
ACAM Ambiente, controlled by Iren Ambiente and active in La Spezia and its Province, manages the integrated waste cycle service in 32 municipalities belonging to the Optimal Area of the Levante (including the municipality of La Spezia).
It should be noted that SEI Toscana is the owner, by virtue of an agreement with the ATO Toscana Sud, of the integrated waste management in 98 municipalities in the provinces of Grosseto, Siena, and Arezzo, expiring on 27 March 2033, and in six municipalities in the province of Livorno (Piombino, San Vincenzo, Sassetta, Suvereto, Castagneto Carducci, and Campiglia Marittima).
For COVeVaR, the Mandatory Consortium of Municipalities of Vercelli and Valsesia for the management of urban waste, which concerns other Municipalities of Vercelli (except Borgosesia), in particular the Municipalities of Albano Vercellese,
Iren Group | Directors’ Report 70 Alice Castello, Arborio, Balocco, Borgo D’Ale, Buronzo, Carisio, Casanova Elvo, Collobiano, Crova, Formigliana, Gattinara, Ghislarengo, Greggio, Lenta, Lozzolo, Moncrivello, Olcenengo, Oldenico, Quinto Vercellese, Roasio, Rovasenda, Salasco, San Germano Vercellese, San Giacomo Vercellese, Santhià, Tronzano Vercellese, Villarboit, the tender was awarded to the temporary consortium (RTI) composed of ASM Vercelli (60.01%, group leader), San Germano (20.78%) and RIMECO Soc.
Coop. (19.21%), with 8-year validity from 1 January 2022 with possibility of extension of a further 12 months.
San Germano carries out its main activity as a collection operator as a contractor in several areas, including Sardinia, Lombardy, Piedmont and Emilia-Romagna.
SERVICES FOR MUNICIPALITIES
A) Services for Partner Municipalities
Municipality of Turin Iren Smart Solutions is party to the following agreements with the municipality of Turin for the provision of public services:
Agreement for the management of the public lighting and traffic light service, expiring on 31 December 2036;
Agreement, entered into following a project financing proposal submitted by the Company pursuant to Article 183, paragraph 15 of Legislative Decree 50/2016, for the awarding of services for the design and implementation of technological and construction upgrading, operation, maintenance (including the supply of energy vectors) of municipal thermal, electrical and special plants, with a duration of 27 years from the signing of the Take-over Notice of the Plants (30 June 2049).
Municipality of Genoa GEN-IUS Programme: Concession for the rehabilitation and energy maintenance services of 32 buildings in the Municipality of Genoa;
Matitone of Genoa: service concession through public/private partnership, concerning energy performance, upgrading, management and maintenance services under guaranteed energy performance regime of the building called “Il Matitone”, seat of the Genoa City Council offices. The duration is 15 years (maturity 14 April 2035).
B) Services to other municipalities Iren Smart Solutions manages the public lighting service, also by means of plant efficiency upgrades, in Piedmont (Cuneo and some municipalities in the Biella area), Emilia-Romagna (Ventasso, Fidenza, Fiorenzuola, Rivergaro and Tizzano Val Parma) and Lombardy (Morbegno) The Company provides energy efficiency services in some municipalities in Veneto (including Treviso, Cortina, San Donà di Piave, Monselice, Maserà, Casale sul Sile, Mortegliano, Musile, Noventa, Casier, Borgo Valbelluna, Scorzè, Martellago, Longarone, Ponte nelle Alpi, Limana, Codognè, Gradisca d’Isonzo, Manzano, Porpetto, Amaro, Cavazzo, Pasian di Prato, Tolmezzo, Verzegnis), Piedmont (including Cuneo, some municipalities in the Metropolitan City of Turin), Emilia-Romagna (Castelnovo ne’ Monti, Sorbolo Mezzani, Montechiarugolo, Medesano), Lombardy (Morbegno, Sulbiate, Ronco, Mezzago, Bellusco, Agrate, Burago) and Liguria (S. Margherita Ligure, Rapallo, Cogoleto, Sarzana, Santo Stefano Magra, Arcola). In addition, the Group manages public lighting in Vercelli (through ASM Vercelli) and Asti (through Asti Energia e Calore).
Finally, through Ardea (a wholly-owned subsidiary of Iren Energia), the public lighting service is managed, including by means of plant efficiency upgrades, in some municipalities in Piedmont (Savigliano, Alba, Santo Stefano Belbo, Nizza Monferrato, Canale, Verzuolo, Cherasco, Treiso, Centallo, Sommariva, Fossano, Envie, Chiusa Pesio, Govone, Priocca, Mondovì, Racconigi and Marene) and Liguria (Camporosso).
ELECTRICITY GRADUAL PROTECTION SERVICE
Gradual Protection Auction for domestic customers Iren Mercato and Salerno Energia Vendite (SEV) were the assignees, through auctions held in 2024, of two lots of the gradual protection service for non-vulnerable domestic customers in the electricity sector, for a total of about 300 thousand POD.
The relevant customers will be managed by SEV itself for the period from 1 July 2024 to 31 March 2027:
Southern Area 6: Brindisi, Matera, Potenza, Salerno and Taranto;
Southern Area 7: Barletta-Andria-Trani, Campobasso, Cosenza, Foggia and Isernia.
Gradual Protection Auction for SME customers Similarly to the above, the auction for the assignment of the gradual protection service for small businesses was held in 2024, and saw the award to Iren Mercato of three lots below, for a total of approximately 38,000 POD, which will be managed by it for the similar period from 1 July 2024 to 31 March 2027:
Lot 1: Tuscany and Calabria;
Lot 4: Emilia-Romagna and Piedmont;
Lot 7: Apulia, Abruzzo, Basilicata, Molise, Umbria and Sicily.
Iren Group | Directors’ Report at 30 June 2026 71
Personnel
At 30 June 2026, Iren Group had 11,598 employees, down compared to 11,908 employees at 31 December 2025, as the table below shows, divided by the parent Iren S.p.A., Business Units and EGEA Holding S.p.A..
With regard to the latter, it should be noted that at 31 December 2025, the data included, in addition to the staff of EGEA Holding S.p.A., also those of the companies of the relevant group, whose companies were allocated to the respective Business Units as of 1 January 2026.
Company Workforce at 30.06.2026 Workforce at
31.12.2025
Iren S.p.A. 1,150 1,147 IRETI and subsidiaries 2,422 2,425 Iren Ambiente and subsidiaries 5,857 5,868 Iren Energia and subsidiaries 1,291 1,260 Iren Mercato and subsidiaries 835 784 EGEA Holding S.p.A. 43 424 Total 11,598 11,908
The changes in the workforce compared to 31 December 2025 were mainly ascribable to:
the continuation of the generational turnover plan;
the initiation/conclusion of waste collection services contracted out as part of the Waste Management BU.
3Condensed
Interim
Consolidated
Financial
Statements
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
74 Statement of Financial Position
thousand euro
Notes 30.06.2026 of which
related
parties 31.12.2025 of which
related
parties
ASSETS
Property, plant and equipment (1) 4,595,714 4,613,575 Investment property (2) 2,855 2,885 Intangible assets with a finite useful life (3) 3,775,064 3,715,489 Goodwill (4) 272,464 272,464 Equity-accounted investments (5) 210,168 204,951 Other equity investments (6) 11,401 9,395 Non-current contract assets (7) 463,105 353,313 Non-current trade receivables (8) 37,512 34,935 34,430 29,125 Non-current financial assets (9) 142,163 35,740 148,395 36,610 Other non-current assets (10) 101,381 1,095 107,003 1,086 Deferred tax assets (11) 400,760 386,352 Total non-current assets 10,012,587 71,770 9,848,252 66,821 Inventories (12) 82,919 68,215 Current contract assets (13) 41,838 40,719 Trade receivables (14) 1,263,523 115,417 1,363,596 101,379 Current tax assets (15) 15,220 8,045 Sundry assets and other current assets (16) 334,300 5,502 429,612 150 Current financial assets (17) 52,157 12,240 59,513 9,292 Cash and cash equivalents (18) 305,650 205,765 Assets held for sale (19) 109,528 103,746 Total current assets 2,205,135 133,159 2,279,211 110,821
TOTAL ASSETS 12,217,722 204,929 12,127,463 177,642
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
75
thousand euro
Notes 30.06.2026 of which
related
parties 31.12.2025 of which
related
parties
EQUITY
Equity attributable to the owners of the parent Share capital 1,300,931 1,300,931 Reserves and retained earnings 1,961,657 1,857,573 Profit for the period/year 181,764 300,546 Total equity attributable to the owners of the parent 3,444,352 3,459,050 Equity attributable to non-controlling interests 247,245 251,517
TOTAL EQUITY (20) 3,691,597 3,710,567
LIABILITIES
Non-current financial liabilities (21) 4,589,726 4,490,987 Employee benefits (22) 76,759 80,467 Provisions for risks and charges (23) 323,813 338,120 Deferred tax liabilities (24) 99,355 93,104 Sundry liabilities and other non-current liabilities (25) 889,724 65 872,210 125 Total non-current liabilities 5,979,377 65 5,874,888 125 Current financial liabilities (26) 191,044 6,299 126,382 5.207 Trade payables (27) 1,482,307 46,186 1,655,446 32,757 Current contract liabilities (28) 1,307 28,541 Sundry liabilities and other current liabilities (29) 407,697 281 364,770 251 Current tax liabilities (30) 44,612 18,025 Provisions for risks and charges - current portion (31) 401,524 330,495 Liabilities associated with assets held for sale (32) 18,257 18,349 Total current liabilities 2,546,748 52,766 2,542,008 38,215
TOTAL LIABILITIES 8,526,125 52,831 8,416,896 38,340
TOTAL EQUITY AND LIABILITIES 12,217,722 52,831 12,127,463 38,340
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
76
Income statement
thousand euro
Notes First half of 2026 of which
related
parties First half of 2025 of which
related
parties
Revenue
Revenue from goods and services (33) 3,106,832 191,608 3,357,047 199,334 Other income (34) 150,195 6,194 128,554 4,881 Total revenue 3,257,027 197,802 3,485,601 204,215
Operating expenses
Raw materials, consumables, supplies and goods (35) (1,223,700) (790) (1,387,289) (904) Services and use of third-party assets (36) (938,089) (25,576) (1,003,170) (19,905) Other operating expenses (37) (49,635) (4,772) (58,227) (5,532) Capitalised expenses for internal work (38) 28,067 28,025 Personnel expense (39) (341,566) (338,703) Total operating expenses (2,524,923) (31,138) (2,759,364) (26,341)
GROSS OPERATING PROFIT 732,104 726,237
Depreciation, amortisation, provisions and impairment
losses
Amortisation/Depreciation (40) (362,586) (350,009) Impairment losses on financial assets (41) (46,641) (44,774) Other provisions and impairment losses (41) (4,400) (5,144) Total depreciation, amortisation, provisions and impairment losses (413,627) (399,927)
OPERATING PROFIT 318,477 326,310
Financial income and expense (42) Financial income 10,558 405 20,636 332 Financial expense (64,014) (11) (79,913) (1) Net financial expense (53,456) 394 (59,277) 331 Gains/(losses) on equity-accounted investees (43) - (87) Share of profit of equity-accounted investees, net of tax effects (44) 6,595 8,561 Pre-tax profit 271,616 275,507 Income taxes (45) (82,840) (82,650) Profit from continuing operations 188,776 192,857 Profit (loss) from discontinued operations (46) - -
Profit for the period 188,776 192,857 attributable to: -
- owners of the parent 181,764 183,573
- non-controlling interests (47) 7,012 9,284 Earnings per share (48)
- basic (euro) 0.14 0.14
- diluted (euro) 0.14 0.14
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
77 Statement of comprehensive Income
thousand euro
First half of 2026 First half of
2025
Profit for the period - Group and non‐controlling interests (A) 188,776 192,857 Other comprehensive income that will be subsequently reclassified to profit or
loss
- effective portion of fair value gains/(losses) on cash flow hedges (5,042) 34,017
- fair value gains/(losses) on financial assets - -
- share of other gains/(losses) on equity-accounted investees (135) (318)
- change in translation reserve 1,479 (3,509) Tax effect of other comprehensive income 2,413 (8,766) Other comprehensive income/(expense) that will be subsequently reclassified to profit or loss, net of tax effect (B1) (1,285) 21,424 Other comprehensive income that will not be subsequently reclassified to profit
or loss
- actuarial gains/(losses) on employee defined benefit plans (IAS19) - -
- share of other actuarial gains/(losses) of equity-accounted investees related to employee defined benefit plans (IAS 19) - -
Tax effect of other comprehensive income - -
Other comprehensive income/(expense) that will not be subsequently reclassified to profit or loss, net of tax effect (B2) - -
Comprehensive income (A)+(B1)+(B2) 187,491 214,281
attributable to:
- Profit for the period attributable to the owners of the parent 180,509 205,187
- Profit for the period attributable to non-controlling interests 6,982 9,094
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
78 Statement of changes in equity
Share
capital Share
premium
reserve Legal
reserve Hedging
reserve Equity
instruments
reserve Other
reserves
and
retained
earnings
31/12/2024 1,300,931 133,019 119,707 (32,301) - 1,086,197
Owner transactions
Dividends to shareholders Retained earnings 10,625 93,227 Repurchase of treasury shares -
Perpetual hybrid bonds 495,279 Hybrid perpetual bond coupons (4,218) Changes in consolidation scope -
Change in equity interests (76,497) Other changes 234 Total owner transactions - - 10,625 - 495,279 12,746 Comprehensive income for the period Profit for the period Other comprehensive income/(expense) 25,123 (3,509) Total comprehensive income/(expense) for the period - - - 25,123 - (3,509) 30/06/2025 1,300,931 133,019 130,332 (7,178) 495,279 1,095,434
Share
capital Share
premium
reserve Legal
reserve Hedging
reserve Equity
instruments
reserve Other
reserves
and
retained
earnings
31/12/2025 1,300,931 133,019 130,332 3,697 495,282 1,095,243
Owner transactions
Dividends to shareholders Retained earnings 10,924 111,788 Repurchase of treasury shares -
Perpetual hybrid bonds -
Hybrid perpetual bond coupons (17,100) Changes in consolidation scope Change in equity interests -
Other changes (273) Total owner transactions - - 10,924 - - 94,415 Comprehensive income for the period Profit for the period Other comprehensive income/(expense) (2,734) 1,479 Total comprehensive income/(expense) for the period - - - (2,734) - 1,479 30/06/2026 1,300,931 133,019 141,256 963 495,282 1,191,137
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
79
thousand euro
Total
reserves
and
Retained
earnings Profit for the period Total equity
attributable
to the
owners of
the parent Equity
attributable
to non-
controlling
interests Total equity 31/12/2024 1,306,622 268,471 2,876,024 467,673 3,343,697
Owner transactions
Dividends to shareholders - (164,619) (164,619) (12,022) (176,641) Retained earnings 103,852 (103,852) - -
Repurchase of treasury shares - - -
Perpetual hybrid bonds 495,279 495,279 495,279 Hybrid perpetual bond coupons (4,218) (4,218) (4,218) Changes in consolidation scope - - 65,626 65,626 Change in equity interests (76,497) (76,497) (281,662) (358,159) Other changes 234 234 1 235 Total owner transactions 518,650 (268,471) 250,179 (228,057) 22,122 Comprehensive income for the period Profit for the period 183,573 183,573 9,284 192,857 Other comprehensive income/(expense) 21,614 21,614 (190) 21,424 Total comprehensive income/(expense) for the period 21,614 183,573 205,187 9,094 214,281 30/06/2025 1,846,886 183,573 3,331,390 248,710 3,580,100
thousand euro
Total
reserves
and
Retained
earnings Profit for the period Total equity
attributable
to the
owners of
the parent Equity
attributable
to non-
controlling
interests Total equity 31/12/2025 1,857,573 300,546 3,459,050 251,517 3,710,567
Owner transactions
Dividends to shareholders (177,834) (177,834) (11,240) (189,074) Retained earnings 122,712 (122,712) - -
Repurchase of treasury shares - - -
Perpetual hybrid bonds - - -
Hybrid perpetual bond coupons (17,100) (17,100) (17,100) Changes in consolidation scope - - - -
Change in equity interests - - - -
Other changes (273) (273) (14) (287) Total owner transactions 105,339 (300,546) (195,207) (11,254) (206,461) Comprehensive income for the period Profit for the period 181,764 181,764 7,012 188,776 Other comprehensive expense (1,255) (1,255) (30) (1,285) Total comprehensive income/(expense) for the period (1,255) 181,764 180,509 6,982 187,491 30/06/2026 1,961,657 181,764 3,444,352 247,245 3,691,597
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
80 Statement of cash flows
thousand euro
First half of 2026 First half of
2025
A. Opening cash and cash equivalents 205,765 326,568 Cash flows from operating activities Profit for the period 188,776 192,857
Adjustments:
Income taxes for the period 82,840 82,650 Share of profit (loss) of associates and joint ventures (6,595) (8,561) Net financial expense (income) 53,456 59,277 Amortisation and depreciation 362,586 350,009 Net impairment losses (reversals of impairment losses) on assets 3,789 88 Impairment losses on financial assets 46,641 44,774 Net provisions for risks and other charges 109,928 111,976 Capital (gains) losses 628 1,414 Payment of employee benefits (5,516) (4,323) Utilisations of provisions for risks and other charges (17,797) (14,290) Change in other non-current assets 5,622 37,445 Change in sundry liabilities and other non-current liabilities 17,346 47,142 Taxes paid (49,717) (1,207) Other changes in equity 76 88 Change in inventories (15,263) 14,771 Change in contract assets (46,738) (47,981) Change in trade receivables (9,404) 277,252 Change in current tax assets and other current assets 81,342 (101,059) Change in trade payables (173,139) (443,349) Change in contract liabilities (27,234) (86,070) Change in current tax liabilities and other current liabilities 34,597 (11,283) Change in market exposure for commodity derivatives (23,591) 22,194 B. Net cash and cash equivalents generated by operating activities 543,439 523,814 Cash flows from/(used in) investing activities Investments in property, plant and equipment and intangible assets (408,702) (392,765) Investments in financial assets (2,106) (1,150) Investment realisation 6,155 1,049 Acquisition of subsidiaries net of cash acquired - 13,112 Sale of subsidiaries and business units net of cash sold 75,321 -
Dividends collected 1,141 1,830 C. Net cash and cash equivalents used in investing activities (328,191) (377,924) Cash flows from/(used in) financing activities Dividends paid (186,680) (177,018) Issuance of hybrid bonds - 493,789 Coupons paid to holders of hybrid bonds (22,500) (5,550) Purchase of interests in consolidated companies - (169,739) New non-current loans 200,000 70,000 Repayment of non-current loans (108,465) (451,879) Repayment of lease liabilities (8,333) (10,767) Change in other financial liabilities 38,446 (3,917) Change in loan assets (1,179) 9,879 Interest paid (33,522) (45,799) Interest received 6,870 18,657 D. Net cash and cash equivalents used in financing activities (115,363) (272,344) E. Cash flow for the period (B+C+D) 99,885 (126,454) F. Closing cash and cash equivalents (A+E) 305,650 200,114
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
81
Notes
Introduction
Iren S.p.A. is an Italian multi-utility company, listed on the Italian Stock Exchange (Borsa Italiana) and established on 1 July 2010 through the merger of IRIDE and ENÌA. The Company’s registered office is in Italy, in Reggio Emilia, Via Nubi di Magellano 30. There were no changes in the company name in the first half of 2026.
The Group is structured according to a model which provides for an industrial holding company and four companies responsible for the single business lines operating in the main operating bases in Alba, Genoa, La Spezia, Parma, Piacenza, Reggio Emilia, Turin and Vercelli.
The business segments in which the Group operates are:
Networks (Electricity distribution networks, Gas distribution networks, Integrated Water Service) Waste Management (Waste collection and disposal) Energy (Hydroelectric Production and production from other renewable sources, Combined Heat and Power, District Heating Networks, Thermoelectric Production, Public Street Lighting, Global services, Energy efficiency services) Market (Sale of electricity, gas, heat) Other services (Laboratories, Telecommunications and other minor services).
Paragraph XIII, Segment reporting, includes the information required by IFRS 8.
The company’s condensed interim consolidated financial statements as at and for the six months ended 30 June 2026 include the financial statements of the Parent and of its subsidiaries, (collectively referred to as the “Group” and, individually, as “Group companies”) and the Group’s equity interest in jointly-controlled companies and in associates, measured using the equity method.
It should be noted that the financial statements of the fully consolidated companies are prepared at the end of the reporting period.
I. Basis of presentation
The Interim Financial Report of Iren Group at 30 June 2026 has been prepared pursuant to article 154-ter, paragraph 2 of Legislative Decree no. 58 of 24 February 1998, as amended by Legislative Decree no. 195 of 6 November 2007.
The condensed interim consolidated financial statements at 30 June 2026 have been prepared in accordance with the International Financial Reporting Standards (IFRS Accounting Standards) issued by the International Accounting Standards Board and endorsed by the European Union, as well as the measures issued in implementation of Article 9 of Legislative Decree No. 38/2005. “IFRS Accounting Standards” also includes the revised International Accounting Standards (“IAS”) and all interpretations issued by the International Financial Reporting Interpretations Committee (“IFRC”), previously known as the Standing Interpretations Committee (“SIC”).
In particular, these condensed interim consolidated financial statements, having been prepared in accordance with IAS 34 -
Interim Financial Reporting, do not include all the information required for the annual financial statements and must be read together with the annual financial statements at 31 December 2025 and available at the company’s registered office, at Borsa Italiana S.p.A. and on the website www.gruppoiren.it.
The accounting standards applied in the preparation of the condensed interim consolidated financial statements are the same as those adopted for the preparation of the previous year’s financial statements, to which reference should be made for a discussion of them, with the exception of the standards and interpretations adopted for the first time as from 1 January 2026 and illustrated in the following section “Accounting standards, amendments and interpretations applied as from 1 January 2026”.
These condensed interim consolidated financial statements are drawn up on the basis of the historical cost principle, with the exception of certain financial instruments measured at fair value, potential fees deriving from a business combination (i.e. put options to non-controlling investors), and assets held for sale, which are measured at fair value, as well as on the going concern assumption. The Group did not detect any particular risks connected with its business and/or any uncertainties that might cast doubt on its ability to continue as a going concern.
These condensed interim consolidated financial statements are expressed in euro, the company’s functional currency. All amounts expressed in euro are rounded to the nearest thousand in these financial statements. Due to rounding, there could be cases in which the detailed tables contained in this document show a difference of around one thousand euro. It is believed that these cases do not alter the reliability and informative value of these financial statements.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
82 Financial statement formats The financial statement formats adopted by Iren Group in preparing these condensed interim consolidated financial statements are the same as those applied in preparing the consolidated financial statements at 31 December 2025.
In line with what was previously published, in the statement of financial position, assets and liabilities are classified as “current/non‐current”. Assets and liabilities classified as discontinued or held for sale are shown separately. Current assets, which include cash and cash equivalents, are those that will be realised, transferred or consumed during the Group’s ordinary operating cycle or during the twelve months following the end of the year. Current liabilities are those for which settlement is envisaged during the Group’s ordinary operating cycle or during the twelve months following the end of the period.
The Income Statement is classified on the basis of the nature of the costs. In addition to the Operating Profit (EBIT), the Income Statement also shows the interim total of Gross Operating Profit (EBITDA) obtained by deducting total operating expense from total revenue.
The indirect method is used in the Statement of Cash Flows. The cash configuration analysed in the Statement of Cash Flows includes cash on hand and cash in current accounts.
Publication of the condensed interim consolidated Financial Statements The condensed interim consolidated financial statements were authorised for publication by the Board of Directors of Iren S.p.A. in its meeting of 30 July 2026.
Use of estimates and assumptions by management Preparation of the condensed interim consolidated financial statements entails making estimates, opinions and assumptions that have an effect on the amounts of revenue, costs, assets and liabilities, including contingent liabilities, and on the information provided. These estimates and assumptions are based on past experience and other factors considered reasonable in the case in question, particularly when the value of assets and liabilities is not readily apparent from comparable sources.
Management’s significant judgements in the application of the Group’s accounting policies and the main sources of estimation uncertainty are unchanged from those already explained in the latest annual report.
It should also be noted that certain complex valuation processes, such as the determination of any impairment losses on non‐current assets, are generally carried out in full only at the time of preparing the annual financial statements, when all the information that may be needed is available, except in cases when there is evidence of impairment that requires an immediate measurement of any losses.
In accordance with IAS 36, during the first half of 2026, the Group verified the non-existence of specific impairment triggers with particular reference to goodwill. Furthermore, no indicators of impairment emerged in respect of equity investments and assets.
In the same way, the actuarial valuations necessary to determine provisions for employee benefit are normally carried out on the occasion of preparing the annual financial statements.
Seasonality
Iren Group does not operate in sectors characterised by seasonality with reference to the end markets of the goods and services provided. It should be noted, however, that the sectors of gas sales, hydroelectric production and heat production and sales are affected by the weather and the cyclicality of the thermal season.
The sale of electricity and the waste cycle show more consistent results for the year, albeit with a trend linked to the temporary situation. On the other hand, linear results are typical of regulated network businesses (gas distribution, electricity distribution and Integrated Water Service).
ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLIED AS FROM 1 JANUARY 2026
As of 1 January 2026, the following accounting standards and amendments to accounting standards, issued by the IASB and endorsed by the European Union, are mandatory:
Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and measurement of financial instruments Issued in May 2024, in response to questions on the derecognition of financial liabilities, the classification of financial assets and related disclosures.
Amendments to IFRS 9 and IFRS 7 – Contracts referencing nature-dependent electricity On 18 December 2024, the IASB issued amendments to improve the reporting by companies of the financial effects of contracts referencing nature-dependent electricity, often structured as power purchase agreements (PPAs).
The application of the aforementioned amendments to the International Financial Reporting Standards did not have any material consequences with regard to the recognition, measurement, classification and derecognition of the items described or, in any case, any material effects on the Group’s financial position and financial performance.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
83 In the first half of 2026, analysis and preparation activities continued with a view to the future adoption of IFRS 18 – Presentation and Disclosure in Financial Statements . In continuity with what was indicated in the 2025 financial statements, the project concerned the in-depth study of the disclosure requirements of the new standard and their implementation, with particular reference to the structure of the financial statements, performance measures and the definition of the criteria for the aggregation and disaggregation of financial statement items.
It is confirmed that the analyses conducted during the half-year did not reveal any significant impacts on the administrative-accounting processes or on the structure of the chart of accounts. However, further checks are underway to precisely define the effects of the application of IFRS 18, also in relation to the disclosure of performance measures and reconciliation with the items of the future income statement format.
The project will continue in the second half of 2026, with the aim of completing the impact assessment and ensuring timely implementation of the new standard in view of its mandatory application.
II. Basis of consolidation
The consolidation scope includes subsidiaries, joint ventures and associates.
Subsidiaries
Entities controlled by the Group are considered subsidiaries, as defined by IFRS 10 – Consolidated Financial Statements.
Control exists when the Parent has all of the following:
power over the investee, i.e. the current ability to direct the relevant activities of the investee that significantly affect the
investee’s returns;
exposure, or rights, to variable returns from its involvement with the investee;
the ability to use its power over the investee to affect the amount of the investor’s returns.
The financial statements of subsidiaries are included in the consolidated financial statements beginning on the date when control is acquired until the time when control ceases.
Equity and the profit/loss attributable to non-controlling interests are identified separately in the consolidated statement of financial position and income statement.
Subsidiaries are consolidated on a line-by-line basis, where intra-group balances, transactions, unrealised income and expenses are eliminated in full.
Furthermore: a) all changes in the equity interest that do not constitute a loss of control are treated as equity transactions and, therefore, feature a balancing item under net equity; b) when a parent transfers control to one of its investees, but still continues to hold an interest in the company, it measures the equity investment retained at fair value and recognises any gains or losses deriving from loss of control in the income statement.
Joint ventures
These are companies over whose activity the Group has joint control, in virtue of contractual agreements. Joint control, as defined by IFRS 11 – Joint Arrangements, is the “contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control”.
With reference to entities jointly owned by mixed public and private companies, given the objective possibility for the public shareholder to influence the company not only by means of governance agreements, but also because of its nature as public entity, the existence of joint control is ascertained on the basis of contractual agreements, assessing the actual possibility for the private partner to jointly control strategic decisions regarding the joint venture.
Joint arrangements are divided into 2 types:
a Joint Venture (JV) is an arrangement whereby the parties have rights to the net assets of the arrangement. Joint Ventures are measured using the equity method;
a Joint Operation (JO) is an arrangement whereby the parties are not limited exclusively to participating in the company’s net profit or loss, but have rights to its assets and obligations for its liabilities. In this case the assets/revenue on which the joint operator exercises such rights and the liabilities/costs of which the joint operator assumes the obligations are fully consolidated.
Associates (accounted for using the equity method) An associate is a company over which the Group has significant influence, but not control or joint control over its financial and operating policies. The consolidated financial statements include the Group’s share of the associates’ profit or loss recognised using the equity method from the date that significant influence commences until the date that significant influence ceases.
Equity investments valued at equity are accounted for an amount equal to the corresponding fraction of equity resulting from the latest available financial statements, adjusted to take into account the differences between the price paid and equity at the date of purchase and for any intra-group transactions, if significant.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
84 The investor’s share of profit or loss arising from application of the equity method is recognised as a “Share of profit or loss of equity-accounted associates and joint ventures”, while the share of other comprehensive income is recognised in the statement of comprehensive income.
The difference between the purchase cost and the value, pertaining to owners of the Parent, of the identifiable current and potential assets and liabilities of the associate or joint venture at the acquisition date, is recognised as goodwill, included in the carrying amount of the investment, and tested for impairment using the same procedures described in the section above.
The risk deriving from losses which exceed the investor’s share of equity is provided for in provisions for risks to the extent that the company has a legal or constructive obligation with the investee or is committed to covering its losses.
Dividends on equity investments are recognised when the right to receive payment is established. This usually coincides with the resolution passed by the Shareholders’ Meeting.
Business combinations
The Group accounts for business combinations by applying the acquisition method when the set of assets and property acquired meets the definition of a business and the Group obtains control. In determining whether a particular set of activities and assets constitutes a business, the Group assesses whether that set includes, at a minimum, a substantial input and process and whether it has the capacity to create output.
The Group has the option to carry out a ‘concentration test’, which enables it to ascertain through a simplified procedure that the acquired set of activities and assets is not a business. The optional concentration test is positive if almost all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of identifiable assets with similar characteristics.
The consideration transferred and the identifiable net assets acquired are usually recognised at fair value. The carrying amount of any goodwill that arises is tested annually for impairment. Any gain from a bargain purchase is recognised immediately in the Income Statement under Value Adjustment of Investments, while costs related to the combination, other than those related to the issuance of debt or equity instruments, are recognised as an expense in profit/(loss) for the year when incurred.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Normally, these amounts are recognised in profit/(loss) for the year.
The potential consideration is booked at fair value on the acquisition date. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service.
Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity related to the subsidiary. Any profit or loss deriving from the loss of control is recognised in profit/(loss) for the year. Any interest retained in the former subsidiary is measured at fair value when control has been lost.
Transactions eliminated on consolidation Intra-group balances and significant transactions and any unrealised gains and losses arising from intra- group transactions are all eliminated in preparing the consolidated financial statements. Unrealised gains and losses arising from transactions with jointly controlled entities are eliminated to the extent of the Group’s interest in the entity. The related tax effect is calculated for all consolidation adjustments.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
85 III. Consolidation scope
The consolidation scope includes companies directly or indirectly controlled by the Parent, in addition to joint ventures and associates.
Parent:
Iren S.p.A.
Companies consolidated on a line-by-line basis The four companies responsible for the individual business lines and their direct and indirect subsidiaries, as well as EGEA Holding, are fully consolidated subject to the clarifications set out after point 5).
1) Iren Ambiente and subsidiaries:
ACAM Ambiente AMIAT V and subsidiary:
˗ AMIAT
Bonifiche Servizi Ambientali Bonifica Autocisterne CSAI and subsidiary:
˗ Agricola Riofi
Futura
I.Blu
Iren Ambiente Parma Iren Ambiente Piacenza
Manduriambiente
Olmo Bruno
ReCos
Rigenera Materiali San Germano Scarlino Energia SEI Toscana and subsidiary:
˗ Ekovision
Semia Green Siena Ambiente
Sisea
Territorio e Risorse
TRM
Uniproject
Valdarno Ambiente and subsidiary:
˗ CRCM
2) Iren Energia and subsidiaries:
Ardea
Asti Energia e Calore Dogliani Energia EGEA New Energy Iren Smart Solutions and subsidiary:
˗ Alfa Solutions and subsidiary:
Cierre
Maira and subsidiary:
˗ Formaira
Iren Green Generation and subsidiaries:
˗ Agrovoltaica
˗ Capo dell’Acqua ˗ Iren Green Generation Tech and subsidiary
Edis
˗ Limes 1 ˗ Limes 2 ˗ Limes 20
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
86 TLRNet and subsidiaries:
˗ Acqui Energia ˗ Alessandria Calore ˗ Bra Energia ˗ Carmagnola Energia ˗ Monferrato Energia
˗ SEP
˗ Telenergia
˗ Valbormida Energia Valle Dora Energia
3) Iren Mercato and subsidiaries:
Atena Trading Salerno Energia Vendite
4) IRETI and subsidiaries:
ACAM Acque
Acquaenna
ASM Vercelli GPO consortium EGEA Acque and subsidiary:
˗ Tecnoedil Lavori Iren Laboratori Iren Acqua Piacenza Iren Acqua Reggio Iren Acqua Tigullio IRETI Gas and subsidiary:
˗ Reti Metano Territorio Nord Ovest Servizi
5) EGEA Holding
It should be noted that during the period certain corporate transactions became effective which, although not resulting in changes to the consolidation scope, led to a modification of the Group’s ownership structure.
On 1 January 2026, EGEA Holding was in fact involved in a series of demerger transactions for organisational purposes, aimed at allocating its investments to the lead companies or in any case to the individual business lines.
In this context, from the point of view of ownership structures:
EGEA Ambiente (the parent of Sisea and Olmo Bruno) was transferred to Iren Ambiente;
Ardea, EGEA New Energy and TLRNet (the parent of Acqui Energia, Alessandria Calore, Bra Energia, Carmagnola Energia, Monferrato Energia, SEP, Telenergia and Valbormida Energia) were transferred to Iren Energia;
Edis was transferred to Iren Green Generation Tech, indirectly controlled by Iren Energia;
EGEA Energie was transferred to Iren Mercato;
EGEA Acque (the parent of Tecnoedil Lavori) was transferred to IRETI;
Reti Metano Territorio was transferred to IRETI Gas, controlled by IRETI.
On the same date and as a result of the transactions described above, EGEA Energie and EGEA Ambiente were merged into their respective parents, Iren Mercato and Iren Ambiente.
In addition, the merger of Alegas into Iren Mercato took effect on 1 January 2026.
Finally, on 1 May 2026, the mergers of Iren Ambiente Toscana and Remat into Iren Ambiente took effect.
For details of the subsidiaries, joint ventures and associates, please see the lists in paragraph XIII. Annexes to the condensed interim consolidated financial statements.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
87 IV. Business combinations
During the first half of 2026, Iren Group did not carry out any acquisition transactions that qualify as business combinations in accordance with IFRS 3.
At the beginning of 2025, Iren Group had acquired control of the Egea Holding Group and for this acquisition, the final fair value of the identifiable assets acquired and liabilities assumed was determined at the end of 2025, without substantially changing the provisional values recognised at 30 June 2025. Therefore, it was not necessary to restate the comparative balances for the first half of 2025.
At 30 June 2026, assessments are still in progress to definitively determine the fair value of the identifiable assets acquired and liabilities assumed relating to the acquisition of control of CSAI and its subsidiary Agricola Riofi at the end of 2025. The provisional amounts recognised at 31 December 2025 have not been changed in these condensed interim consolidated financial statements.
V. Group Financial Risk Management
A summary of the risk management and control methods is shown below with respect to financial instruments (liquidity risk, currency risk, interest rate risk, credit risk) and commodity price risk related to fluctuations in the prices of energy commodities .
1. FINANCIAL RISKS
Iren Group’s business is exposed to various types of financial risks, including: liquidity risk, currency risk and interest rate risk. As part of its Risk Management activities, the Group uses non-speculative hedging contracts to limit exchange rate risk and interest rate risk.
a) Liquidity risk Liquidity risk is the risk that financial resources available to the group will be insufficient to cover financial and trade commitments in accordance with the agreed terms and deadlines. The procurement of financial resources has been centralised in order to optimise their use. In particular, centralised management of cash flows in Iren makes it possible to allocate the funds available at the Group level according to the needs that from time to time arise among the individual Companies. Cash movements are recognised in intra-group accounts along with intra-group interest income and expense.
A number of investees have an independent financial management structure in compliance with the guidelines provided by the Parent.
The financial position, both current and forecast, and the availability of adequate credit facilities are constantly monitored, and no critical points have emerged regarding the coverage of short-term financial commitments. At the end of the period short-term, bank credit facilities used by the Parent totalled 46 million euro, while a usable ceiling of 752 million euros remains.
In addition, having assessed the convenience and advisability from time to time in the context of optimising available financial resources, the Group carries out non-recourse factoring of trade receivables and tax assets, benefiting from the liquidity advance arising therefrom.
In this context, to support the Group’s liquidity profile and rating level, in addition to current liquid assets, Iren has medium/long-term credit lines agreed and/or committed, available but not drawn down, totalling 500 million euro.
The nominal cash flows expected for the settlement of financial liabilities to lenders and the contractual terms of existing loans are substantially unchanged from those reported in the Notes to the Consolidated Financial Statements at 31 December 2025 in section “a) Liquidity Risk” of the chapter “Group Financial Risk Management”. Similarly, with regard to the liabilities relating to the application of IFRS 16 on leases, the expected cash flows shown at 31 December 2025 remain basically unchanged by shifting the analysis to the date of this document, taking into account any changes resulting from the consolidation of new entities.
Cash flows required to settle other financial liabilities, other than those to lenders and those related to the application of IFRS 16 on leases, do not differ significantly from the carrying amount.
Among the factors that define the risk perceived by the market, the creditworthiness, assigned to Iren by the rating agencies, plays a decisive role since it influences its ability to access sources of financing and the related economic conditions. A substantial worsening of this credit rating could constitute a limitation to access to the capital market and/or an increase in the cost of financing sources, with possible negative effects on the Group’s financial position and performance.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
88 As detailed in the “Financial Management” section of the Directors’ Report, Iren holds a “BBB” rating with a “Stable” outlook for long-term creditworthiness from Standard & Poor’s Global Ratings (S&P), which maintained its rating unchanged in July 2026 (No Action Rating), and from Fitch Ratings, with confirmation on 22 December 2025.
Iren has relations with the leading Italian and international banks, for the purpose of searching for the types of loans most suited to its needs, and the best market conditions.
Details of the activities performed in this area and of the individual transactions are shown in the “Financial Management” section of the Directors’ Report.
Financial debt at the reporting date consisted of 35% loans and 65% bonds; it is also noted that:
the fixed-rate portion accounts for 69%, the hedged portion for 27%, and the remaining floating-rate portion for 4%;
84% of total debt is financed by sustainable funds, consistent with the Iren Sustainable Finance Framework, such as Green Bonds and loans whose interest rate is linked to ESG Key Performance Indicators - see also Note 21 “Non-current financial liabilities”.
With regard to the liquidity risk potentially deriving from contractual clauses allowing counterparties to withdraw financing should certain events occur ( default risk and covenants ), it is noted that the clauses in Iren’s loan agreements are complied with. Specifically, for certain medium/long-term loan agreements Iren is committed to observing financial covenants (such as Debt/gross operating profit, gross operating profit/borrowing costs) verified on a yearly basis. Moreover, other covenants have been provided for the Change of Control clause, which states that Iren Group should be kept under the direct and indirect control of public shareholders. In addition, Negative Pledge clauses exist whereby the company undertakes not to grant collateral beyond a specific limit, and the Pari Passu clause, which reserves an equal treatment for lending banks with respect to the treatment related to other unsecured creditors.
b) Currency risk Except as indicated in the section on energy risk, the Group is not significantly exposed to currency risk.
c) Interest rate risk Iren Group is exposed to interest rate fluctuations especially with regard to the measurement of borrowing costs. Iren Group’s strategy is to limit exposure to the risk of interest rate volatility, maintaining at the same time a low cost of funding.
For non-speculative purposes, the risks associated with the increase in interest rates are monitored and, if necessary, reduced or eliminated by swap and collar contracts with financial high credit standing counterparties, for the sole purpose of hedging. At the end of the period, all contracts entered into meet the requirement to limit exposure to interest rate risk and also meet the formal requirements for hedge accounting.
The fair value of the aforementioned interest rate hedging contracts at 30 June 2026 relates to the position of the parent (positive 16,061 thousand euro) and Siena Ambiente (positive 675 thousand euro).
The hedging contracts entered into, together with fixed-rate loans, hedge 96% of loans against interest rate risk, in line with Iren Group’s target of maintaining adequate protection against significant increases in the interest rate.
In order to provide a complete understanding of the risks of interest rate fluctuations to which the Group is exposed, every year, at December 31, a sensitivity analysis of net financial expenses and valuation items of derivatives was conducted as a result of interest rate fluctuations.
2. CREDIT RISK
The Group’s credit risk is mainly related to trade receivables deriving from the sale of electricity, district heating, gas and the provision of energy, water and waste management services. The receivables are spread across a large number of counterparties, belonging to non-uniform customer categories (retail and business customers and public bodies); some exposures are of a high amount and are constantly monitored. Iren Group’s Credit Management units devoted to credit recovery are responsible for this activity.
In carrying on its business, the Group is exposed to the risk that assets may not be honoured on maturity with a consequent increase in their age and in insolvency up to an increase in assets subject to arrangement procedures or unenforceable. This risk reflects, among other factors, also the current economic and financial situation.
To limit exposure to credit risk, various tools are adopted. These include analysing the solvency of customers at the acquisition stage through careful assessment of their creditworthiness, transferring the receivables of discontinued and/or active customers to external credit recovery companies and introducing new recovery methods for managing legal disputes.
In addition, numerous payment methods are offered to customers through channels, including digital channels, and appropriately monitored payment plans are proposed.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
89 The credit management policy and creditworthiness assessment tools, as well as monitoring and recovery activities, are managed through automated processes and integrated with company applications and differ in relation to the various categories of customers and types of service provided, subject to monitoring and control activities by the administrative structures.
Credit risk is hedged, for some types of business customers, with opportune forms of first-demand bank or insurance guarantees issued by subjects of leading credit standing.
An interest-bearing guarantee deposit is required for some types of services (water and natural gas sectors, and protected scheme for electricity) in compliance with regulations governing these activities. This deposit is reimbursed if the customer uses payment by direct debit from a current account.
The payment terms generally applied to customers are related to the legislation or regulations in force or in line with the standards of the free market; in the event of non-payment, default interest is charged for the amount indicated in the contracts or by the legislation.
The control of credit risks is also strengthened by the monitoring and reporting procedures, in order to identify promptly possible countermeasures. Furthermore, on a quarterly basis, the Credit Management Department provides the Risk Management Department and the Risk Commission with Group reporting on the evolution of the trade receivables of Group companies, in terms of customer type, contract status, business chain, and aging category. The assessment of credit risk is carried out both at consolidated level and at the level of Business Units and companies. Some of the above assessments are carried out at intervals of less than three months or when there is a specific need.
With reference to Trade Receivables and their breakdown by Business Unit and ageing bracket, please refer to the contents of Note 14 “Trade Receivables” in chapter IX. “Notes to the Statement of financial position”.
Impairment losses on loans and receivables reflect, carefully and in accordance with the current legislation (applying the IFRS 9 method), the effective credit risks and are determined with reference to databases of trade receivables and, in general, assessing any changes in the said risk compared to the initial measurement and, estimating the related expected credit losses determined on a prospective basis, taking into due consideration the historical data.
In this regard, a breakdown by financial statements item of the estimated expected credit losses recognised in the year is provided.
thousand euro
Trade receivables 46,641 Total to IS impairment losses on loans and receivables 46,641
Also with reference to “Trade Receivables”, in the related Note to the Statement of Financial Position, the specific loss allowance is reported by sector, with evidence of the average loss percentages by ageing bracket.
Lastly, with reference to credit concentration we can note the transactions between the subsidiaries Iren Smart Solutions and AMIAT and the municipality of Turin. For further details, see in particular the Note to “Non-current financial assets” of the Notes to the statement of financial position.
3. ENERGY RISK
Iren Group is exposed to price risk, on the energy commodities traded, these being electricity, natural gas, CO 2 emission quotas, etc., as both purchases and sales are impacted by fluctuations in the price of such commodities directly or through indexing formulae. Currently no exposure to currency risk, typical of oil-based commodities, is present, thanks to the development of the European organised markets that trade the gas commodity in the euro currency and no longer indexed to oil products.
The Group has a formal procedure that provides for the measurement of residual risk, the definition of a maximum acceptable risk limit and the implementation of hedging transactions through the use of derivative contracts on regulated markets (e.g. European Energy Exchange - EEX) and on Over The Counter (OTC) markets involved in bilateral exchanges. The commodity risk control process makes it possible to limit the impact of unforeseen changes in market prices on margins and, at the same time, provides an adequate margin of flexibility to seize opportunities in the short term.
In this context, the Group’s policy is in fact oriented to a strategy of active management of the positions to stabilise the margin taking the opportunities offered by the markets; it is implemented by aligning the indexing of commodities purchased and sold, through vertical and horizontal use of the various business chains, and operating on the financial markets.
For this purpose, the Group plans the production of its plants and purchases and sales of energy and natural gas, in relation to both volumes and price formulae. The objective is to achieve sufficient margin stability through a policy of indexed purchases and sales that achieves a high degree of natural hedging, with adequate recourse to futures and spot markets.
In relation to the energy sold, the Group may use fixed-price contracts, through physical bilateral agreements (e.g. Power Purchase Agreements -PPA-, etc.) or financial contracts (e.g. Contracts for Difference, Virtual Power Purchase Agreements -VPP-, etc.).
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
90 In addition to normal activity with physical contracts, derivative transactions are in place to hedge the energy portfolio:
Over the Counter (OTC) on commodities (commodity swaps on TTF, PSV and PUN indices) totalling 4.0 TWh. The fair value of these instruments as at 30 June 2026 was positive overall by 545 thousand euro (depending on the different positions, of which 14,276 thousand euro of positive fair value and 13,731 thousand euro of negative fair value);
on the regulated platform European Energy Exchange - EEX, on PUN for a total net notional equal to 2.1 TWh. The Fair Value of these instruments (the so-called “Variation Margin”) as at 30 June 2026 is negative overall for 925 thousand euro, with daily settlement on a specific current account: these instruments are not in fact specifically valued in the financial statements as they are already expressed in terms of “higher/lower” liquidity.
In the first half of 2025, there were two Block Deals for a volume of 15 MW each (maturing 31 December 2026) aimed at neutralising the position on EEX, with simultaneous reopening of the OTC position. This strategy made it possible, with a view to containing liquidity risk and for low fees, to eliminate the Initial Margin and to freeze the Variation Margin at the execution date for the neutralised EEX transaction.
In addition, under the Emission Trading Scheme, Iren Group purchases Emission Unit Allowances (EUA) to meet its obligations arising from CO2 emissions caused by the production of electricity and heat.
Purchases of EUA take place either Spot (with immediate payment and physical delivery) or forward via Future/Forward (with deferred payment and physical delivery); in addition, they may be concluded either on the OTC market (bilateral contracts with third parties) or directly on the regulated EEX market. The annual domestic requirement to be covered is 2.9 million CO2 allowances/tonnes.
At 30 June 2026, there were outstanding Future/Forward transactions:
Over the Counter (OTC) for a total of 2,070 thousand tonnes. The Fair Value of these instruments totalled a negative 5,404 thousand euro;
on the regulated platform European Energy Exchange - EEX for a total net notional equal to 3,559 thousand tonnes. The Fair Value of these instruments is negative overall for 19,027 thousand euro, with daily settlement on a specific current account: these instruments are not specifically valued in the financial statements as they are already expressed in terms of “higher/lower” liquidity.
At 30 June 2026, there were 29 electricity sales contracts (Power Purchase Agreements) in place, with an average remaining term of two years and seven months and a total remaining volume of about 450 GWh.
RECOGNITION OF DERIVATIVES
Financial derivatives are measured at fair value, determined on the basis of market values or, if unavailable, according to an internal measurement technique, which is always carried out with reference to publicly verifiable or observable data sources.
In order to recognise derivatives, it is necessary to distinguish between transactions that meet all of the IFRS 9 requirements to account for them in compliance with the hedge accounting rules and transactions that do not fulfil all of the aforesaid requirements.
Transactions recognised in compliance with hedge accounting rules These transactions may include:
fair value hedges: the derivative and the hedged item are recognised at fair value in the statement of financial position and the change in their fair values is recognised directly in the income statement;
cash flow hedges: the derivative is recognised at fair value with a balancing entry in a specific equity reserve for the effective portion of the hedge and in the income statement for the ineffective portion; when the hedged item arises, the amount suspended in equity is reversed to the income statement.
Classification in the income statement of the ineffective portion and the deferred amount transferred from equity is based on the nature of the underlying instrument; in the case of commodity derivatives, this amount is accounted for in the gross operating profit, while in the case of interest rate risk hedges it is recognised in financial income and expense.
Transactions not recognised in compliance with hedge accounting rules The derivative is recognised at fair value in the statement of financial position. The change in the fair value of the derivative and the realised portion are recognised in the income statement according to the following classification:
in the case of derivative instruments on commodities for which there is a relationship with a cost or revenue component, in the gross operating profit; in particular, the realised component is accounted for as an adjustment to the cost or revenue component to which it refers;
in the case of interest rate risk hedges, in financial income or expenses.
Finally, in the case of derivative instruments for which there is no longer a relationship with a cost or revenue component, the change in the fair value of the derivative is recognised in financial income and expense, as they are considered instruments with purely financial characteristics and do not have the characteristics to manage exposures arising from particular risks that could affect the profit for the year.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
91 With regard to the valuation of the derivative among statement of financial position items, it should be noted that the fair value of the derivative is recorded under non-current financial assets/liabilities if the underlying is a non-current item, vice versa it is recorded under current financial assets/liabilities if the underlying is settled within the reporting period.
In the case of derivative instruments for which there is no relationship to a cost or revenue component, the fair value of the derivative is recorded under current or non-current financial assets/liabilities depending on whether the portion is due within or beyond twelve months of the reporting date.
FAIR VALUE
The following table shows, for each financial asset and liability:
the carrying amount, including the method of accounting;
the fair value, including the Level in the relative hierarchy.
In this regard, the various levels were defined as shown below:
Level 1: Quoted prices (unadjusted) on active markets for identical assets or liabilities;
Level 2: Inputs other than Level 1 quoted prices which are observable for the asset or liability, either directly (as in the case of prices), or indirectly (i.e. derived from prices);
Level 3: Inputs for the asset or liability which are not based on observable market data (unobservable data).
Loans and bonds The fair value of loans, level 2, is determined as the sum of estimated future cash flows associated with assets or liabilities, including the related component of financial income or expense, discounted with reference to the reporting date. This present value is determined by applying the forward interest rate curve at the reporting date.
With regard to bonds, the relative fair value (level 1) is derived from the quotation on the regulated markets of the Irish Stock Exchange (Euronext Dublin) and on the ExtraMOT Pro market of Borsa Italiana.
Derivative hedging contracts (rate and commodities) All the Group’s hedging instruments have a fair value which can be classified at level 2, thus measured through valuation techniques, that take, as a reference, parameters that can be observed on the market (e.g. interest rates, commodity prices) and are different from the price of the financial instrument, or in any case that do not require a significant adjustment based on data which cannot be observed on the market. Their fair value is equal to the present value of estimated future cash flows.
In particular:
with regard to financial instruments hedging interest rate risk, estimates of variable-rate future cash flows are based on quoted swap rates, futures prices and interbank rates, from which the yield curve used to discount the estimated cash flows is also obtained. The fair value thus obtained is subject to Credit Risk Adjusted (CRA) to incorporate the Group’s and counterparty’s credit risk, with calculation parameters (probability of default and percentage of loss in the event of default) valued in accordance with best market practice;
with regard to financial instruments hedging commodity risk, estimates of variable future cash flows are based on electricity, gas and EUA price quotations extracted from the main market platforms. Cash flows are discounted and adjusted for the credit risk component, similar to interest rate risk hedging instruments.
Put Options
Financial liabilities for put options relate to the fair value measurement of put options granted to non-controlling investors of I.Blu, Nord Ovest Servizi and Cierre.
With reference to I. Blu and Nord Ovest Servizi, their nominal value, contractually defined between the parties and discounted to take into account the time component with respect to the exercise date, is the directly observable input for the Level 2 fair value measurement.
With regard to Cierre, the fair value of the put option, which is also subject to discounting, is calculated according to the contractual terms based on the best estimate of the company’s expected profitability in a given timeframe: the relative fair value is therefore hierarchically entered in level 3.
Finally, it should be noted that there have been no transfers between the various levels of the fair value hierarchy and that information on the fair value of financial assets and liabilities not measured at fair value is excluded when their carrying amount is reasonably representative of their fair value.
The following tables do not include assets and liabilities relating to derivatives on the EEX market (used for Cash Flow Hedges), which have a daily adjustment of their fair value on a specific current account: they are not specifically valued in the financial statements as they are already expressed in “higher/lower” cash balances.
In order to provide a disclosure as complete as possible, the corresponding figure from the previous year is also indicated.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
92
thousand euro Carrying amount 30.06.2026 Fair value of
hedging
instruments Fair Value
Through Profit
& Loss Financial
assets
measured at
amortised
cost Other financial
liabilities TOTAL
Financial assets measured at fair value Derivative hedging contracts (rate) 19,531 19,531 Derivative hedging contracts (commodities) 17,333 17,333 Assets for variable portion of transfer price OLT Offshore LNG Toscana 21,642 21,642 Other equity investments 11,401 11,401 Total Financial assets measured at fair value 36,864 33,043 - - 69,907
Financial assets not measured at fair value Trade receivables 1,301,035 1,301,035 Loan assets 135,814 135,814 Sundry assets and other assets (*) 380,652 380,652 Cash and cash equivalents 305,650 305,650 Total Financial assets not measured at fair value - - 2,123,151 - 2,123,151
Financial liabilities measured at fair value Derivative hedging contracts (rate) (2,794) (2,794) Derivative hedging contracts (commodities) (22,192) (22,192) Put options (7,361) (7,361) Total Financial liabilities measured at fair value (24,986) (7,361) - - (32,347)
Financial liabilities not measured at fair value Bonds (3,000,818) (3,000,818) Loans (1,581,441) (1,581,441) Sundry financial liabilities (**) (111,633) (111,633) Trade payables (1,482,307) (1,482,307) Sundry liabilities and other liabilities (*) (485,554) (485,554) Total Financial liabilities not measured at fair value - - - (6,661,753) (6,661,753)
TOTAL 11,878 25,682 2,123,151 (6,661,753) (4,501,042)
(*) Prepaid expenses and deferred income are excluded (**) Lease liabilities recognised in accordance with IFRS 16 are excluded
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
93
thousand euro Fair value 30.06.2026 Level 1 Level 2 Level 3 TOTAL Financial assets measured at fair value Derivative hedging contracts (rate) 19,531 19,531 Derivative hedging contracts (commodities) 17,333 17,333 Assets for variable portion of transfer price OLT Offshore LNG Toscana 21,642 21,642 Other equity investments -
Total Financial assets measured at fair value - 36,864 21,642 58,506
Financial assets not measured at fair value Trade receivables -
Loan assets -
Sundry assets and other assets (*) -
Cash and cash equivalents -
Total Financial assets not measured at fair value - - - -
Financial liabilities measured at fair value Derivative hedging contracts (rate) (2,794) (2,794) Derivative hedging contracts (commodities) (22,192) (22,192) Put options (7,117) (244) (7,361) Total Financial liabilities measured at fair value - (32,103) (244) (32,347)
Financial liabilities not measured at fair value Bonds (2,931,109) (2,931,109) Loans (1,620,311) (1,620,311) Sundry financial liabilities (**) -
Trade payables -
Sundry liabilities and other liabilities (*) -
Total Financial liabilities not measured at fair value (2,931,109) (1,620,311) - (4,551,420)
TOTAL (2,931,109) (1,615,550) 21,398 (4,525,261)
The non-current portion of “Financial assets at fair value” includes at Level 3 the asset relating to the variable portion of the sale price of OLT Offshore LNG Toscana, amounting to 21,642 thousand euro as at 30 June 2026, the fair value of which is determined on the basis of the application of the price formula provided for in the contract, taking into account the expected profitability of the company and the discount rate inferred from its financial statements. In this regard, a sensitivity on the fair value of this item is reported, expressing the change in it when the expected profitability and discount rate increase/decrease by one percentage point.
thousand euro
+1% -1%
Profitability (flows) 984 (984) Discount rate (241) 249
The fair value level of “Other equity investments” (which refer to companies not listed on regulated markets) is not reported, since the related carrying amount is a reasonable approximation.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
94
thousand euro Carrying amount 31.12.2025 Fair value of
hedging
instruments Fair Value
Through Profit
& Loss Financial
assets
measured at
amortised
cost Other financial
liabilities TOTAL
Financial assets measured at fair value Derivative hedging contracts (rate) 17,266 17,266 Derivative hedging contracts (commodities) 26,000 26,000 Assets for variable portion of transfer price OLT Offshore LNG Toscana 21,642 21,642 Other equity investments 9,395 9,395 Total Financial assets measured at fair value 43,266 31,037 - - 74,303
Financial assets not measured at fair value Trade receivables 1,398,026 1,398,026 Loan assets 143,000 143,000 Sundry assets and other assets (*) 512,390 512,390 Cash and cash equivalents 205,765 205,765 Total Financial assets not measured at fair value - - 2,259,181 - 2,259,181
Financial liabilities measured at fair value Derivative hedging contracts (rate) (5,957) (5,957) Derivative hedging contracts (commodities) (7,952) (7,952) Put options (7,294) (7,294) Total Financial liabilities measured at fair value (13,909) (7,294) - - (21,203)
Financial liabilities not measured at fair value Bonds (2,998,177) (2,998,177) Loans (1,485,818) (1,485,818) Sundry financial liabilities (**) (53,556) (53,556) Trade payables (1,655,446) (1,655,446) Sundry liabilities and other liabilities (*) (445,954) (445,954) Total Financial liabilities not measured at fair value - - - (6,638,951) (6,638,951)
TOTAL 29,357 23,743 2,259,181 (6,638,951) (4,326,670)
(*) Prepaid expenses and deferred income are excluded (**) Lease liabilities recognised in accordance with IFRS 16 are excluded
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
95
thousand euro Fair value 31.12.2025 Level 1 Level 2 Level 3 TOTAL Financial assets measured at fair value Derivative hedging contracts (rate) 17,266 17,266 Derivative hedging contracts (commodities) 26,000 26,000 Assets for variable portion of transfer price OLT Offshore LNG Toscana 21,642 21,642 Other equity investments -
Total Financial assets measured at fair value - 43,266 21,642 64,908
Financial assets not measured at fair value Trade receivables -
Loan assets -
Sundry assets and other assets (*) -
Cash and cash equivalents -
Total Financial assets not measured at fair value - - - -
Financial liabilities measured at fair value Derivative hedging contracts (rate) (5,957) (5,957) Derivative hedging contracts (commodities) (7,952) (7,952) Put options (7,053) (241) (7,294) Total Financial liabilities measured at fair value - (20,962) (241) (21,203)
Financial liabilities not measured at fair value Bonds (2,903,279) (2,903,279) Loans (1,533,418) (1,533,418) Sundry financial liabilities (**) -
Trade payables -
Sundry liabilities and other liabilities (*) -
Total Financial liabilities not measured at fair value (2,903,279) (1,533,418) - (4,436,697)
TOTAL (2,903,279) (1,511,114) 21,401 (4,392,992)
(*) Prepaid expenses and deferred income are excluded (**) Lease liabilities recognised in accordance with IFRS 16 are excluded
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
96 VI. Information on transactions with related parties
As indicated in the Director’s Report, the information on transactions with related parties is provided below.
Transactions with owners We present, for the Group’s subsidiaries, the main transactions directly carried out with the owner Municipalities which have been classified as related parties (Municipality of Turin, Municipality of Reggio Emilia, Municipality of Parma, Municipality of Piacenza and Municipality of Genoa) where the Group operates.
Through Iren Smart Solutions, the Group operates services awarded by the municipality of Turin, i.e. public street lighting and traffic light services, management of heating and electrical systems of buildings used as administrative offices or to provide services to the community. The services rendered by Iren Smart Solutions are governed by specific long-term contracts. In this context, there is an agreement for the plant and building upgrading aimed at improving the energy efficiency of over eight hundred buildings in the Municipality, which is added to the work carried out in recent years on the city’s public lighting systems and the heating systems of numerous municipal-owned buildings.
In this regard, an onerous current account contract is in place between the City of Turin and Iren Smart Solutions for management of the past-due amounts related to the above activities.
IRETI and Iren Acqua Piacenza provide water services to the municipalities of Genoa, Parma, and Piacenza, respectively, through supply contracts similar to those in place with their general customers.
Iren Ambiente, Iren Ambiente Parma and Iren Ambiente Piacenza are in charge of the waste collection and disposal service in the municipalities of Reggio Emilia, Parma and Piacenza, respectively, according to the conditions set out in the existing awards.
Again in the context of the sector, for the Municipality of Turin the waste management and snow clearing services, and post-
operative management of the “Basse di Stura” landfill site are provided by AMIAT in accordance with the Service Contract in place.
In this regard, an onerous current account contract is in place between the Municipality of Turin and AMIAT for management of the past-due amounts related to the above activities.
Transactions with associates Among the main transactions carried out by the Group with associates, the following are noted:
the operational management services of the Integrated Water Service of the Province of Reggio Emilia provided by Iren Acqua Reggio to ARCA, holder of the relevant concession;
sale of electricity to Asti Servizi Pubblici and gas to GAIA;
waste collection and disposal services, including special waste, for GAIA, SETA and Asti Servizi Pubblici, which operate in the waste management services sector;
remediation work related to the Barricalla landfill;
delivery of waste to the plants of GAIA and the purchase of sorted fractions from GAIA and SETA for treatment;
maintenance services to ASA S.c.p.a. and the delivery of waste to its landfill;
waste collection and transport services from Etambiente.
Transactions with other related parties On the basis of the RPT Procedure, companies controlled, directly or indirectly, by one of the following Municipalities have been identified as related parties: Parma, Piacenza, Reggio Emilia, Turin and Genoa.
The transactions with these companies are mainly of a commercial nature and regard services provided to all other customers and regard, in particular, district heating and water services.
In addition, the Group provides waste treatment services to AMIU, a subsidiary of the Municipality of Genoa, and waste disposal services to SMAT, a subsidiary of the Municipality of Turin (the latter also supplies, for some companies of the Group, services relating to the water service).
Lastly, it should be noted that, in order to provide the Integrated Water Service in the provinces of Parma and Piacenza and in the province of Reggio Emilia, IRETI, Iren Acqua Piacenza and Iren Acqua Reggio respectively, in exchange for the payment of an annual fee, use the assets owned by the companies Parma Infrastrutture, Piacenza Infrastrutture and AGAC Infrastrutture, controlled by the relevant Municipalities.
Quantitative information on financial transactions with related parties is provided in chapter “XIII. Annexes to the “Condensed Interim Consolidated Financial Statements”, considered an integral part of these notes.
Lastly and as regards the Directors and Statutory Auditors of Iren, with the exception of payment of the fees envisaged for the performance of duties in the management or control bodies of the Parent or of other Group companies, it should be noted that there are no significant economic/equity/financial transactions between them and the Group.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
97 Transactions that consist of assigning remunerations and economic benefits, in any form, to members of the management and control bodies of Iren and Executives with Strategic Responsibilities of the Group are also subject to the provisions of the RPT Procedure.
Disclosure pursuant to Art. 5.8 and 5.9 CONSOB Regulation
During the first half of 2026, Iren (including through its subsidiaries) did not enter into “major” or “minor” related-party transactions, as per the RPT Procedure.
Without prejudice to the foregoing, it should be noted that, within the information flows provided for by the RPT Procedure, in the first half of 2026, the RPTC received information regarding transactions falling within the exclusion categories pursuant to the RPT Procedure.
Lastly, with regard to the regulations in question, reference is made to Article 13, paragraph 1-bis, of Decree-Law No. 95/2025 (converted, with amendments, into Law No. 118/2025, in force as of 10 August 2025) which, on the subject of related-party transactions, stipulates the following: “ For the purposes of Article 2391-bis of the Italian Civil Code, no related-party relationships exist between public administrations that do not exercise management and coordination powers and companies that have shares listed on regulated markets and in which they hold an interest, including indirectly .” The actual impact of this provision on the relevant procedures within the Group is currently being examined in detail.
With regard to the Remuneration and Appointments Committee (“RAC”), during the first half of 2026, it was tasked, within its remit pursuant to the Corporate Governance Code, with reference to proposals for remuneration adjustments expressed by the Company’s Executive Deputy Chair for certain Executives with Strategic Responsibilities of Iren Group. The aforementioned transactions benefited from the cause for exclusion from the application of the RPT Procedure (see paragraph 6.1(f) thereof), as these adjustments are fully consistent with the remuneration policy described in Section One of the Report on the 2025 Remuneration Policy and on Compensation Paid in 2024, approved by the Shareholders’ Meeting of 24 April 2025.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
98 VII. Significant events after the reporting date
Renewal of the EMTN Programme On 22 July 2026, the annual renewal of the EMTN Programme was finalised, with a ceiling of 5 billion euro, which constitutes the platform through which the Group will be able to carry out future bond issues aimed at institutional investors.
In line with last year’s provisions under the Programme, the Base Prospectus has been approved by CONSOB and has been deemed eligible for listing on the MOT (Electronic Bond Market) by Borsa Italiana, with the possibility of passporting to another European market.
VIII. Other information
Significant non-recurring events and transactions In the first half of 2026, Iren Group was not affected by “non-recurring” events and did not carry out significant transactions identified as such on the basis of the definitions contained in the Communication. In particular, it was not affected by events which do not reoccur frequently during the normal performance of the business.
Positions or transactions deriving from atypical and/or unusual transactions It is noted that in the first half of 2026, the Group did not engage in any atypical and/or unusual transactions, as defined in the Communication. Atypical and/or unusual transactions are transactions that, due to their significance/relevance, nature of the counterparties, the purpose of the transaction, the method by which the sales price is calculated and the timing of the event (proximity to the reporting date) may give rise to doubts as to the correctness/completeness of the information given in the financial statements, conflict of interest and safeguarding the Group’s assets or the protection of non-controlling investors.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
99 IX. Notes to the statement of financial position
Unless otherwise stated, the tables below are in thousands of euro.
ASSETS
NON-CURRENT ASSETS
NOTE 1_PROPERTY, PLANT AND EQUIPMENT
The breakdown of property, plant and equipment, including right-of-use assets and divided between historical cost, accumulated depreciation and carrying amount, is shown in the following table:
thousand euro
Cost
as at
30/06/2026 Accumulated
depreciation
as at
30/06/2026 Carrying
amount as
at
30/06/2026 Cost
as at
31/12/2025 Accumulated
depreciation
as at
31/12/2025 Carrying
amount as
at
31/12/2025
Land 187,159 (11,350) 175,809 185,953 (10,979) 174,974 Buildings 1,129,588 (469,071) 660,517 1,108,147 (450,271) 657,876 Plant and machinery 7,404,498 (4,160,340) 3,244,158 7,280,009 (4,023,724) 3,256,285 Industrial and commercial equipment 366,493 (223,616) 142,877 353,003 (211,717) 141,286 Other assets 524,519 (358,743) 165,776 526,736 (349,379) 177,357 Assets under construction and payments on account 206,577 - 206,577 205,797 - 205,797 Total 9,818,834 (5,223,120) 4,595,714 9,659,645 (5,046,070) 4,613,575
The variation in the historical cost of property, plant and equipment, including right-of-use assets, is as follows:
thousand euro
31/12/2025 Increases Decreases Impairment
losses Reclassifica-
tions 30/06/2026
Land 185,953 846 (419) - 779 187,159 Buildings 1,108,147 10,384 (2,131) - 13,188 1,129,588
Plant and
machinery 7,280,009 90,564 (1,087) (1,500) 36,512 7,404,498
Industrial and
commercial
equipment 353,003 10,504 (3,459) - 6,445 366,493 Other assets 526,736 15,660 (16,861) - (1,016) 524,519
Assets under
construction and
payments on
account 205,797 57,192 (1,951) - (54,461) 206,577 Total 9,659,645 185,150 (25,908) (1,500) 1,447 9,818,834
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
100 The change in accumulated depreciation of property, plant and equipment, including right-of-use assets, is as follows:
thousand euro
31/12/2025 Depreciation of the period Decreases Reclassifications 30/06/2026 Land (10,979) (436) 50 15 (11,350) Buildings (450,271) (20,367) 1,773 (206) (469,071) Plant and machinery (4,023,724) (136,135) 779 (1,260) (4,160,340)
Industrial and
commercial equipment (211,717) (14,715) 2,642 174 (223,616) Other assets (349,379) (24,850) 14,703 783 (358,743) Total (5,046,070) (196,503) 19,947 (494) (5,223,120)
The balance in the “reclassifications” column mainly refers to net transfers of assets outside the scope of IFRIC 12 from finite-life intangible assets to Property, Plant and Equipment.
Land and buildings This item primarily includes industrial buildings connected with Group plants and related land.
Plant and machinery This item refers to costs for electricity production plants, heat production plants, electricity distribution networks, gas distribution networks, heat distribution networks and plants related to waste disposal services not operated under concessions as per IFRIC 12. Freely transferable assets are included in the assets of electricity production plants.
Industrial and commercial equipment This item includes costs related to the purchase of supplementary or auxiliary assets for plants and machinery, such as rubbish bins, laboratory and other equipment.
Other assets
This item refers to costs for the purchase of office furniture and machines and vehicles.
Assets under construction and payments on account The itemincludes all the charges incurred for investments in progress and not yet in operation. This mainly refers to photovoltaic parks (26,944 thousand euro), the extension of the district heating transport network (24,936 thousand euro), thermoelectric production plants (60,047 thousand euro), hydroelectric production plants (8,719 thousand euro), the electricity distribution and metering network (26,534 thousand euro), the gas distribution and metering network not under concession (2,117 thousand euro), energy efficiency (18,859 thousand euro) and waste collection and disposal (32,894 thousand euro).
Increases
The increases in the period, of 185,150 thousand euro, mainly refer to:
- investments in thermoelectric and hydroelectric plants and photovoltaic plants for 43,790 thousand euro;
- development of the district-heating network and new connections to the network, including heat exchange substations, meters and remote reading appliances, for 17,611 thousand euro;
- investments in the electricity distribution grids, including primary substations, of 46,533 thousand euro;
- investments in the gas networks not in a concession arrangement in accordance with the provisions of IFRIC 12 of 6,199
thousand euro;
- investments for collection and disposal in the waste management sector for 35,878 thousand euro;
- investments in corporate and energy efficiency activities for 20,705 thousand euro.
Depreciation
Ordinary depreciation for the first half of 2026, amounting to 196,503 thousand euro, was calculated on the basis of the rates indicated in the 2025 annual financial statements and deemed representative of the residual useful life of the assets.
Finally, no assets are pledged against liabilities.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
101 Right-of-use assets IFRS 16 IFRS 16 provides for recognition in the statement of financial position of the assets and related financial liabilities for all leases with a term of more than 12 months unless the underlying asset is of low value. The leases in which Iren Group plays the role of lessee refer mainly to property leases and long-term hires of cars and other motor vehicles.
The breakdown of right-of-use assets, divided between historical cost, accumulated depreciation and carrying amount, is as
follows:
thousand euro
Cost
as at
30/06/2026 Accumulated
depreciation
as at
30/06/2026 Carrying
amount as
at
30/06/2026 Cost
as at
31/12/2025 Accumulated
depreciation
as at
31/12/2025 Carrying
amount as
at
31/12/2025
Land 12,128 (5,058) 7,070 12,260 (4,687) 7,573 Buildings 51,103 (23,165) 27,938 51,561 (20,863) 30,698 Plant and machinery 4,125 (2,572) 1,553 4,587 (2,519) 2,068 Industrial and commercial equipment 1,498 (592) 906 1,441 (486) 955 Other assets 33,273 (17,649) 15,624 32,369 (16,127) 16,242 Total 102,127 (49,036) 53,091 102,218 (44,682) 57,536
The variation in the historical cost of right-of-use assets, is as follows:
thousand euro
31/12/2025 Increases Decreases 30/06/2026 Land 12,260 317 (449) 12,128 Buildings 51,561 1,462 (1,920) 51,103 Plant and machinery 4,587 2 (464) 4,125 Industrial and commercial equipment 1,441 57 - 1,498 Other assets 32,369 3,396 (2,492) 33,273 Total 102,218 5,234 (5,325) 102,127
The change in accumulated depreciation of right-of-use assets is as follows:
thousand euro
31/12/2025 Depreciation for the period Decreases 30/06/2026 Land (4,687) (437) 66 (5,058) Buildings (20,863) (3,858) 1,556 (23,165) Plant and machinery (2,519) (517) 464 (2,572) Industrial and commercial equipment (486) (106) - (592) Other assets (16,127) (3,659) 2,137 (17,649) Total (44,682) (8,577) 4,223 (49,036)
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
102
NOTE 2_INVESTMENT PROPERTY
The following table highlights the breakdown of the item:
thousand euro
Cost
as at
30/06/2026 Accumulated
depreciation
as at
30/06/2026 Carrying
amount as
at
30/06/2026 Cost
as at
31/12/2025 Accumulated
depreciation
as at
31/12/2025 Carrying
amount as
at
31/12/2025
Land 546 (6) 540 546 (6) 540 Buildings 4,450 (2,135) 2,315 4,450 (2,105) 2,345 Total 4,996 (2,141) 2,855 4,996 (2,111) 2,885
This item consists mainly of properties whose fair value is not lower than their carrying amount.
NOTE 3_ INTANGIBLE ASSETS WITH A FINITE USEFUL LIFE
The breakdown of intangible assets, divided between historical cost, accumulated amortisation and carrying amount is as
follows:
thousand euro
Cost
as at
30/06/2026 Accumulated
amortisation
as at
30/06/2026 Carrying
amount as
at
30/06/2026 Cost
as at
31/12/2025 Accumulated
amortisation
as at
31/12/2025 Carrying
amount as
at
31/12/2025
Development costs 47,522 (29,977) 17,545 46,067 (27,384) 18,683 Industrial patents and intellectual property rights 571,100 (405,618) 165,482 530,189 (369,207) 160,982
Concessions, licences,
trademarks and similar rights 4,929,772 (2,103,235) 2,826,537 4,831,462 (2,023,489) 2,807,973 Other intangible assets 1,044,451 (633,136) 411,315 1,009,148 (588,969) 420,179 Assets under development and payments on account 354,185 - 354,185 307,672 - 307,672 Total 6,947,030 (3,171,966) 3,775,064 6,724,538 (3,009,049) 3,715,489
The change in the historical cost of intangible assets is as follows:
thousand euro
31/12/2025 Increases Decreases Reclassifica-
tions 30/06/2026
Development costs 46,067 1,168 - 287 47,522 Industrial patents and intellectual property rights 530,189 36,977 (31) 3,965 571,100 Concessions, licences, trademarks and similar rights 4,831,462 74,746 (158) 23, 722 4,929,772 Other intangible assets 1,009,148 38,772 (3,308) (161) 1,044,451 Assets under development and payments on account 307,672 76,085 (312) (29,260) 354,185 Total 6,724,538 227, 748 (3,809) (1, 447) 6,947,030
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
103 Changes in accumulated amortisation of intangible assets are shown in the following table:
thousand euro
31/12/2025 Amortisation for the period Decreases Reclassifica-
tions 30/06/2026
Development costs (27,384) (2,593) - - (29,977) Industrial patents and intellectual property rights (369,207) (36,440) 31 (2) (405,618)
Concessions, licences,
trademarks and similar rights (2,023,489) (79,442) 16 (320) (2,103,235) Other intangible assets (588,969) (47,578) 2,595 816 (633,136) Total (3,009,049) (166,053) 2,642 494 (3,171,966)
The balance of the “reclassifications” column mainly relates to the net reclassification of assets not falling within the scope of IFRIC 12 from finite-life intangible assets to Property, Plant and Equipment.
.
The increases in other intangible assets mainly refer to the capitalisation of costs for the commercial development of customers.
The carrying amount of other intangible assets at year end includes 192,832 thousand euro in assets recognised in relation to costs incurred for the commercial development of customers.
Industrial patents and intellectual property rights This item mainly relates to the total costs borne for the purchase and internal production of in-house software and the acquisition of rights for the exclusive use of technical studies on the statistical trend of network losses, amortised over three to five years.
Concessions, licences, trademarks and similar rights This item consists mainly of:
- assets recognised in application of IFRIC 12, related to natural gas distribution, the Integrated Water Service, district heating and waste treatment and disposal;
- the right of use of pipeline networks by virtue of the concessions granted by the municipality of Genoa and other
neighbouring municipalities;
- the right of use of penstocks, not owned, of hydroelectric plants;
- concessions for the operation and management of photovoltaic systems.
Other intangible assets This item consists mainly of:
- rights to use telecommunication infrastructure owned by third parties;
- costs for the commercial development of customers;
- the valuation of the customer list that took place during the purchase price allocation for the acquisition of control of Atena Trading, Salerno Energia Vendite, Alfa Solutions, Spezia Energy Trading, Sidiren, Alegas and Egea Energie;
- the valuation of the environmental authorisations for the operation of the biodigester and recovery plants which took place during the purchase price allocation for the acquisition of control of Ferrania Ecologia, Territorio e Risorse, I.Blu, Manduriambiente and TB;
- the valuation of the single authorisation for photovoltaic plants and the value of the incentive tariff recognised for the energy produced and fed into the grid that took place during the purchase price allocation for the acquisition of control of Iren Green Generation Group (formerly Puglia Holding);
- the valuation of the concession for the derivation of water for hydroelectric plants that took place during the purchase price allocation for the acquisition of control of Valle Dora Energia;
- the valuation of the ATO Toscana Sud integrated urban waste management service concession that took place during the purchase price allocation for the acquisition of control of SEI Toscana.
- the valuation of the concessions relating to waste management plants, which occurred during the purchase price allocation for the acquisition of control of Siena Ambiente.
Assets under development and payments on account This item mainly consists of investments for concession services governed by IFRIC 12, in addition to software licences and related implementation costs.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
104
NOTE 4_GOODWILL
Goodwill amounted to 272,464 thousand euro, unchanged compared to 31 December 2025. At 30 June 2026, the accounting for the business combination of CSAI and its subsidiary Agricola Riofi was incomplete and, as allowed by IFRS 3, the fair value of the identifiable assets acquired, identifiable liabilities assumed and goodwill was recognised on a provisional basis.
Goodwill is considered an intangible asset with an indefinite useful life and, therefore, is not amortised, but is tested for impairment at least once a year to verify the recoverability of its carrying amount. Since goodwill does not generate independent cash flows and cannot be sold on its own, the impairment test on the goodwill recognised in the financial statements is carried out making reference to the unit or Cash Generating Units (“CGU”) to which the same can be allocated.
The table below shows the allocation of goodwill to the CGUs.
thousand euro
30/06/2026 31/12/2025
Waste Management 35,236 35,236 Electricity distribution 67,631 67,631 Gas distribution 2,903 2,903 Integrated Water Service 44,271 44,271 Power and Heat Generation 9,764 9,764 Photovoltaic and Wind Generation 33,796 33,796 Market 78,863 78,863 Total 272,464 272,464
Waste Management CGU Goodwill, of 35,236 thousand euro refers mainly to the:
acquisition of control over CSAI in December 2025 (123 thousand euro – provisional accounting pending completion of the purchase price allocation process);
acquisition of control over EGEA Holding Group in January 2025 (6,321 thousand euro);
acquisition of control over Siena Ambiente in January 2024 (2,296 thousand euro);
acquisition of control over Semia Green in October 2023 (447 thousand euro);
acquisition of control over ReMat in May 2023 (1,752 thousand euro);
acquisition of control over CRCM in April 2022 (277 thousand euro);
acquisition of control over Futura in March 2021 (4,115 thousand euro);
acquisition of control over the companies operating in the waste management sector acquired from Unieco in November 2020 (9,385 thousand euro);
acquisition of control over Ferrania Ecologia s.r.l. in July 2019 (7,048 thousand euro).
acquisition of control over a business unit from SMC S.p.A. consisting of a 48.85% stake in the share capital of Società Ecologica Territorio Ambiente (SETA) S.p.A. and the activities of closure and post-closure management of the Chivasso 0 landfill site in October 2018 (894 thousand euro);
acquisition of control of ACAM Ambiente (ACAM group) in April 2018 (2,572 thousand euro).
Electricity Distribution CGU Goodwill, of 67,631 thousand euro refers mainly to the:
acquisition in 2000 from ENEL of the business unit related to the distribution and sale of electrical energy to non-eligible customers in the municipality of Turin, in which the positive difference between the purchase cost and the fair value of acquired and identifiable assets and liabilities was recognised as goodwill for 64,608 thousand euro;
acquisition in 2000 by ENEL of the BU related to electricity users of the city of Parma, for an amount of 3,023 thousand euro.
Gas Distribution CGU Goodwill, of 2,903 thousand euro refers mainly to the:
acquisition of control over EGEA Holding Group in January 2025 (1,265 thousand euro);
acquisition of control of Busseto Servizi in January 2019 (1,638 thousand euro);
Integrated Water Service CGU Goodwill, of 44,271 thousand euro refers mainly to the:
acquisition of control of Acquaenna in May 2023 (479 thousand euro);
acquisition of control of Amter in March 2023 (2,179 thousand euro);
acquisition of control of Società dell’Acqua Potabile in July 2022 (880 thousand euro);
acquisition of control over ACAM Acque (ACAM group) in April 2018 (15,442 thousand euro);
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
105 acquisition of control over Acquedotto di Savona in July 2015 (1,907 thousand euro);
the acquisition of control of Acqua Italia S.p.A in 2005 (now Iren Acqua S.p.A.), where the positive difference between the purchase cost and the fair value of acquired and identifiable assets and liabilities was recognised as goodwill of 23,202 thousand euro.
Power and Heat Generation CGU Goodwill, of 9,764 thousand euro refers mainly to the:
acquisition of control over Cierre in July 2025 (230 thousand euro);
acquisition of control over EGEA Holding Group in January 2025 (2,203 thousand euro);
acquisition of control in May 2020 of a business unit called “SEI Energia” which includes the district heating network in the municipalities of Rivoli and Collegno, and 49% of the company NOVE, then operator of the district heating network in the municipality of Grugliasco (2,068 thousand euro);
acquisition of control over Iren Rinnovabili in 2017 following the expiry of the governance agreements entered into with the other shareholder CCPL S.p.A. which made Iren Rinnovabili a joint venture (3,544 thousand euro);
the Heat Service Management business unit transferred in 2017 from the Market Cash Generating Unit to the Energy Cash Generating Unit (948 thousand euro).
Photovoltaic and Wind CGU Goodwill, of 33,796 thousand euro refers mainly to the:
acquisition of control over EGEA Holding Group in January 2025 (2,385 thousand euro);
acquisition of control over WFL in October 2023 (2,154 thousand euro);
acquisition of control over the Puglia Holding Group (now Iren Green Generation) in February 2022 (29,257 thousand euro).
Market CGU CGU Goodwill, of 78,863 thousand euro refers mainly to the:
acquisition of control over EGEA Holding Group in January 2025 (12,798 thousand euro);
acquisition of control over Alegas in April 2022 (15,072 thousand euro);
acquisition of control over Sidiren in July 2021 (18,533 thousand euro);
acquisition of control of Spezia Energy Trading in September 2018 (2,694 thousand euro);
acquisition in 2012 of the business unit from ERG Power & Gas related to the marketing and sale of electricity (3,401
thousand euro);
the equity interest in Enìa Energia (now merged into Iren Mercato), acquired from SAT Finanziaria S.p.A. and Edison in 2008 (16,761 thousand euro);
business unit acquired from ENEL in 2000 and referred to electricity users of the city of Parma (7,421 thousand euro).
As mentioned in section I “Basis of presentation” of this report, during the first half of 2026, in accordance with IAS 36, the Group verified the non-existence of specific impairment triggers with particular reference to goodwill. This review took into consideration the discount rate trend (WACC) recorded during the first half of 2026 and the comparison of the financial results recorded during the first half of 2026 with the forecast prices used in the impairment test at 31 December 2025.
Based on the verifications performed, there was no indication that the assets recognised at 30 June 2026 were impaired, and therefore no impairment test was performed at the end of the period.
NOTE 5_EQUITY-ACCOUNTED INVESTMENTS
Equity-accounted investments are investments in companies in which the Group has joint control or exercises a significant influence. It should be noted that measurement at equity is carried out on the basis of the latest available financial statements (consolidated if prepared) of the investees.
The list of Group companies measured using the equity method at 30 June 2026 is annexed.
The item amounted to a total of 210,168 thousand euro (204,951 thousand euro at 31 December 2025). Changes for the first half of 2026 are shown in the following tables.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
106 Equity investments in joint ventures
thousand euro
31/12/2025 Decreases Changes in profit or loss Changes in
Equity Dividend
distribution 30/06/2026
Acque Potabili 8,326 - 138 - - 8,464 Acqui Rete Gas 229 - 44 - - 273 Enerbrain 870 - (852) - - 18 Vaserie Energia 971 - 67 - (67) 971
TOTAL 10,396 - (603) - (67) 9,726
Finally, it should be noted that Acque Potabili is in liquidation, effective as of 31 May 2021.
Equity investments in associates
thousand euro
31/12/2025 Decreases Changes in profit or loss Changes in
Equity Dividend
distribution 30/06/2026
3A 35 - 6 - - 41
A2A Alfa - - - - - -
Acos 17,054 - 1,210 (14) - 18,250 Acos Energia 1,319 - 207 - - 1,526
AETA 10 (10) - - - -
Agrinord Energia 142 - 53 - - 195 Aguas de San Pedro 20,065 - 1,524 1,154 (632) 22,111 Aiga - - - - - -
Amat - - - - - -
Arca 78 - 26 - - 104 Arienes 21 - - - - 21 Asa 50,210 - 22 (79) - 50,153 Asa scpa 1,197 - - - - 1,197 Astea 25,507 - 1,257 (127) - 26,637 Asti Servizi Pubblici 21,854 - 1,865 - (763) 22,956 Barricalla 14,385 - 25 47 - 14,457 BI Energia 143 - 4 - - 147 Calore Verde 332 - (40) - - 292 Centro Corsi S.r.l. 22 - 23 - - 45
CSA 365 - - - - 365
E.G.U.A. 829 - 183 - (295) 717
Eta Ambiente 2,003 - 25 - - 2,028 Fingas - - - - - -
Fratello Sole Energie Solidali 247 - 2 - - 249
G.A.I.A. 14,938 - 148 - (90) 14,996
Iniziative Ambientali 431 - 3 - (243) 191 OMI Rinnovabili 4 - - - - 4 Rimateria - - - - - -
SETA 14,014 - 630 - - 14,644
Sistema Ambiente 3,167 - (56) - (259) 2,852 STU Reggiane 5,552 - - - - 5,552 Tanaro Servizi Acque 145 - 12 - - 157 Tirana Acque - - - - - -
Valenza Rete Gas 486 - 69 - - 555
TOTAL 194,555 (10) 7,198 981 (2,282) 200,442
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
107 The amounts related to the column Change in Equity are due mainly to the exchange difference (Aguas de San Pedro) and to changes in the hedging reserve and actuarial reserve pursuant to IAS 19.
NOTE 6_OTHER EQUITY INVESTMENTS
This item relates to equity investments in companies over which the Group has neither control, nor joint control, nor significant influence. These equity investments are measured at fair value but, as the most recent information available for measuring the fair value is insufficient and the cost represents the best estimate of the fair value, they are carried at cost.
The list of other Group equity investments at 30 June 2026 is provided in the annex.
The breakdown of this item is as follows: thousand euro 31/12/2025 Increases Decreases 30/06/2026 AISA Impianti 992 - - 992 Atlas AI VB Fund I - 1,834 - 1,834 Autostrade Centro Padane 881 - - 881 CIDIU Servizi 2,655 - - 2,655 Environment Park 1,243 - - 1,243 MiTo Tech 844 237 - 1,081 Tech4Planet 2,093 35 - 2,128 Others 687 - (100) 587
TOTAL 9,395 2,106 (100) 11,401
On 5 March 2026, Iren made a payment of 1,834 thousand euros as a subscription to a share of the investment fund called Atlas AI VB Fund I, which invests mainly in equity investments and financial instruments issued by small and medium-sized enterprises or innovative start-ups.
NOTE 7_NON-CURRENT CONTRACT ASSETS
Non-current contract assets, net of the related loss allowance, total 463,105 thousand euro (353,313 thousand euro at 31 December 2025) and mainly refer to:
assets of the integrated water service for tariff adjustments and for lower volumes supplied with respect to the constraint of revenue due to the operator; the current tariff method provides generally (unless the fee growth limit is reached) for their recovery through fees after two years (353,737 thousand euro at 30 June 2026, 322,852 thousand euro at 31
December 2025);
assets of the electricity transmission, distribution, and metering services deriving from the rules issued in AEEGSI Resolution no. 654/2015 on tariff regulation for the period 2016-2023 which entailed the recognition of revenue from electricity transport and of the related assets (23,871 thousand euro at 30 June 2026, 21,070 thousand euro at 31 December 2025) which will be recovered until 2030;
assets arising from the Capacity Market regulations relating to the variable fees (17,091 thousand euro at 30 June 2026, 9,098 thousand euro at 31 December 2025) that Terna will collect upon completion of certain improvement works at the Moncalieri and Turbigo thermal power plants, as set out in the tender participation specifications for the three-year period 2025–2027. The variable consideration was determined as the sum of the probability-weighted amounts within a range of possible consideration amounts waste management service assets relating to tariff adjustments recognised by the competent local authorities (67,576 thousand euro at 30 June 2026), but which may be invoiced to users only after they have been included in the Economic and Financial Plans in order to determine the waste tariffs to ensure full economic coverage of the service.
The following table summarises the contract assets (non-current and current) and liabilities in order to provide information on the net position.
thousand euro
30/06/2026 31/12/2025
Non-current contract assets 463,105 353,313 Current contract assets 41,838 40,719 Current contract liabilities (1,307) (28,541) Total 503,636 365,491
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
108
NOTE 8_NON-CURRENT TRADE RECEIVABLES
Receivables, which are affected by discounting, amounted to 37,512 thousand euro (34,430 thousand euro at 31 December 2025) and mainly refer to receivables from the Municipality of Turin for the waste management service and the technological renewal and efficiency upgrading of the heating systems at some municipal buildings (28,655 thousand euro at 30 June 2026, 28,440 thousand euro at 31 December 2025). For more information on the overall position of Iren Group in relation to the Municipality of Turin please see Note 9 “Non-current financial assets”.
NOTE 9_NON-CURRENT FINANCIAL ASSETS
The item of 142,163 thousand euro (148,395 thousand euro at 31 December 2025) mainly consists of loan assets and derivatives. These are as follows:
thousand euro
30/06/2026 31/12/2025
Non-current loan assets with associates 6,019 5,931 Non-current loan assets with owners 29,531 29,672 Non-current loan assets with others 51,882 56,433 Fair value of derivatives – non-current portion 21,271 17,268 Securities other than equity investments 11,818 17,449 Other financial assets 21,642 21,642 Total 142,163 148,395
Non-current loan assets with associates They mainly refer to the amounts due from ACOS and BI Energia.
Non-current loan assets with owners Amounting to 29,531 thousand euro (29,672 thousand euro at 31 December 2025), these refer to amounts due from the Municipality of Turin, and relate to the application of the financial asset model provided for in IFRIC 12 to the energy efficiency project (“Turin LED”) associated with the Public Lighting service performed under concession by Iren Smart Solutions in the city of Turin, for the non-current portion. Recognition of the discounted financial asset is a result of the vesting of the current unconditional right to receive the contractually-agreed cash flows, which coincided with completion of the installation of the related LED devices.
These assets form part of an overall position, totalling 104,544 thousand euro, and are divided among various accounting items according to their classification by type and expiry date: Non-current trade receivables (Note 8), Non-current financial assets (this Note 9), Trade receivables (Note 14) and Current financial assets (Note 17), as shown in the table presented below.
Financial assets were divided by the directors between current portion and non-current portion on the basis of a forecast of their collection times also following the results of the agreement signed by the Municipality of Turin and Iren Group during 2018.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
109
thousand euro
30/06/2026 31/12/2025
Non-current trade receivables 28,655 28,440 Invoices issued for services 15,271 9,319 Invoices to be issued for services 25,841 15,343 Supply of heat and other 4 27 Loss allowance - trade receivables (52) (52) Total current trade receivables 41,064 24,637 Non-current portion of current account assets - 141 Non-current portion of service concession financial assets 29,721 29,721 Impairment losses - non-current financial assets (190) (190) Total non-current financial assets 29,531 29,672 Current portion of current account assets 61 -
Current portion of accrued interest income 16 16 Current portion of financial assets for services in concession 5,219 4,068 Impairment losses - current financial assets (2) (2) Total current financial assets 5,294 4,082 Total 104,544 86,831
Non-current financial assets with others Non-current financial assets with others include the non-current portion of assets arising from the application of the financial asset model provided for by IFRIC 12 to efficiency-boosting projects related to the Public Lighting service provided under concession in several cities, including Vercelli, Fidenza and some municipalities in the Cuneo area, and finance leases related to air-conditioning systems.
Fair value of derivatives – non-current portion The fair value of derivatives refers to instruments in the portfolio for hedging the risk of changes in rates.
Securities other than equity investments These amounted to 11,818 thousand euro (17,449 thousand euro at 31 December 2025) and included 7,918 thousand euro in investments in government securities and bonds issued by leading Italian credit institutions and 3,900 thousand euro in units of a closed-end alternative investment fund, which were subscribed through the contribution of past due trade receivables.
Other financial assets The item amounted to 21,642 thousand euro (unchanged compared to 31 December 2025) and is represented by the variable portion of the sale price of the investment in OLT Offshore LNG Toscana and the related loan. This asset is measured at fair value and any changes are recognised in profit or loss.
NOTE 10_OTHER NON-CURRENT ASSETS
These are as follows:
thousand euro
30/06/2026 31/12/2025
Security deposits 11,949 11,527 Non-current tax assets 49,224 55,727 Other non-current assets 36,215 35,728 Non-current accrued income and prepaid expenses 3,993 4,021 Total 101,381 107,003
Non-current tax assets refer mainly to deductions on work done in order to improve the energy efficiency of buildings (ecobonus) and to VAT assets for which claims for refund have been made. Tax assets for deductions on work carried out
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
110 to improve the energy efficiency of buildings (ecobonus) classified as non-current will be used by the Group to offset taxes due for the next years.
Other non-current assets include assets arising from the 2018 and 2019 settlement agreements signed to define the consideration for the years 2014 - 2018 due to the subsidiary Sei Toscana in relation to the waste collection service in the ATO Toscana Sud. This amount will be collected at the end of the concession (31 December 2033).
Prepaid expenses mainly include the non-current portion of prepaid costs for energy service contracts of the subsidiary Iren Smart Solutions.
NOTE 11_DEFERRED TAX ASSETS
They amounted to 400,760 thousand euro (386,352 thousand euro at 31 December 2025) and refer to deferred tax assets arising from income components deductible in future years.
CURRENT ASSETS
NOTE 12_INVENTORIES
Inventories, measured at weighted average cost, primarily comprise natural gas and consumables intended for maintenance and construction of the Group plants. The table below summarises the amounts of the item in the years in question:
thousand euro
30/06/2026 31/12/2025
Gas storage 11,563 2,466 Consumables and spare parts 79,082 73,402 Inventory write-down provisions (7,726) (7,653) Total 82,919 68,215
The change in gas storage follows the increase in existing stocks at 30 June 2026 compared to 31 December 2025.
The inventory write-down provision was set aside and is used to take into consideration inventories that are technically obsolete and slow-moving.
At 30 June 2026 no inventories were pledged against liabilities.
NOTE 13_CURRENT CONTRACT ASSETS
Current contract assets amounted to 41,838 thousand euro (40,719 thousand euro at 31 December 2025) and mainly related to activities performed to improve the energy efficiency of buildings.
NOTE 14_TRADE RECEIVABLES
These are as follows:
thousand euro
30/06/2026 31/12/2025
Trade receivables from customers 1,466,625 1,578,916 Trade receivables from joint ventures 128 99 Trade receivables from associates 54,983 58,540 Trade receivables from owners 54,294 36,997 Trade receivables from other related parties 6,012 5,743 Total gross trade receivables 1,582,042 1,680,295 Loss allowance (318,519) (316,699) Total 1,263,523 1,363,596
At 30 June 2026, there are no factoring transactions with derecognition of the receivable, while it amounted to 14,770 thousand euro at 31 December 2025.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
111 The table below shows the credit risk exposure with reference to trade receivables, together with the related expected losses (loss allowance), broken down by due date range:
thousand euro
Gross trade
receivables Loss allowance - trade receivables Average loss
percentage
Not past due 918,622 (23,926) 2.6% Past due from 0 to 3 months 173,279 (31,891) 18.4% Past due from 3 to 12 months 159,131 (66,244) 41.6% Past due for more than 12 months 331,010 (196,458) 59.4% Total 1,582,042 (318,519)
Trade receivables not past due include invoices to be issued of 657,338 thousand euro (737,361 thousand euro at 31 December 2025) which include the estimate of revenue earned for services supplied between the date of the last reading of effective consumption and the reporting date.
Trade receivables from customers They mainly relate to the supply and distribution of electricity, gas and heat, energy efficiency services, of the waste management sector, and the Integrated Water Service.
Total receivables from Associates and Joint Ventures This item includes amounts due from the Group’s associates and joint ventures, consolidated using the equity method.
These relate to normal trade transactions performed at arm’s length and related to the business segments listed above.
Trade receivables from owners They refer to trade transactions performed at arm’s length, related to the segments listed above. with local authorities classified as related parties (Municipalities of Genoa, Parma, Piacenza, Reggio Emilia and Turin).
Trade receivables from other related parties These mainly regard amounts due from the companies controlled by the local body owners (municipalities of Genoa, Parma, Piacenza, Reggio Emilia and Turin) and refer to normal commercial transactions carried out at arm’s length, related to the segments listed above.
For more details on business relations with related parties, please refer to the chapter “Notes to transactions with related parties” and the related table in the annex.
The following table shows gross trade receivables broken down by segment:
thousand euro
Networks Waste
Management Energy Market Other
services Total
Not past due 207,744 244,175 192,606 273,965 132 918,622 Past due from 0 to 3 months 37,896 31,033 11,847 92,482 21 173,279 Past due from 3 to 12 months 37,306 20,351 9,336 91,585 553 159,131 Past due for more than 12 months 72,445 47,733 10,139 199,835 858 331,010 Total gross trade receivables 355,391 343,292 223,928 657,867 1,564 1,582,042
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
112 Loss allowance - trade receivables The table below shows the changes in the loss allowance:
thousand euro
31/12/2025 Increases Decreases 30/06/2026 Loss allowance - trade receivables 316,699 46,641 (44,821) 318,519
The increases in the period were recognised to adjust the loss allowance to the amount of expected credit losses on the basis of the simplified approach provided for by IFRS 9, where “loss” means the present value of all future cash shortfalls, considering forward looking information. The decreases for the period refer mostly to utilisations to fully impair non-
collectable amounts.
The following table shows the loss allowance broken down by segment:
thousand euro
Networks Waste
Management Energy Market Other
services Total
Not past due (11,315) (5,895) (1,906) (4,805) (5) (23,926) Past due from 0 to 3 months (4,198) (10,260) (1,768) (15,662) (3) (31,891) Past due from 3 to 12 months (17,003) (6,244) (1,654) (41,271) (72) (66,244) Past due for more than 12 months (59,827) (36,305) (9,027) (90,630) (669) (196,458) Total loss allowance - trade receivables (92,343) (58,704) (14,355) (152,368) (749) (318,519)
NOTE 15_CURRENT TAX ASSETS
These amounted to 15,220 thousand euro (8,045 thousand euro at 31 December 2025) and include IRES and IRAP assets.
NOTE 16_SUNDRY ASSETS AND OTHER CURRENT ASSETS
These are as follows:
thousand euro
30/06/2026 31/12/2025
Government land tax /UTIF 12,210 6,260 assets 17,951 68,904 Other tax assets 44,206 189,390 Current tax assets 74,367 264,554 Cassa Servizi Energetici e Ambientali (CSEA) 70,197 30,513 Green certificates 18,855 16,835 Advances to suppliers 15,492 12,301 Other current assets 104,147 84,971 Other current assets 208,691 144,620 Accrued income and prepaid expenses 51,242 20,438 Total 334,300 429,612
The increase in government land tax/UTIF is due to pre-payments and settlement payments which are influenced by invoicing volumes for the current year and the previous year.
Other tax assets include 23,779 thousand euro for deductions on work carried out to improve the energy efficiency of buildings (ecobonus). Beginning in 2021, part of these assets is recognised under current assets, if the business model calls
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
113 for the financial asset to be realised through transfers to financial intermediaries. The decrease compared to 31 December 2025 of 141.018 thousand euro is mainly attributable to the disposals made during the first half of 2026.
In September 2019, Iren S.p.A. exercised the option for establishment of the VAT Group, with effect from 1 January 2020.
The companies that take part in the VAT Group for 2026, in addition to the Parent Iren S.p.A., are as follows: Iren Energia, IRETI, Iren Mercato, Iren Ambiente, AMIAT, Iren Smart Solutions, Iren Acqua Tigullio, Iren Acqua Reggio, Iren Laboratori, Bonifica Autocisterne, ASM Vercelli, ATENA Trading, ACAM Ambiente, ACAM Acque, ReCos, Alfa Solutions, TRM, San Germano, Maira, Formaira, Territorio e Risorse, Rigenera Materiali, Bonifiche Servizi Ambientali, Uniproject, Manduriambiente, Futura, I.Blu., Iren Ambiente Parma, Iren Ambiente Piacenza, Asti Energia e Calore, IRETI Gas, SEI Toscana, Valdarno Ambiente, Iren Green Generation Tech, Valle Dora Energia, Dogliani Energia, Ekovision, Limes 1, Limes 2, Acquaenna, Iren Acqua Piacenza, Semia Green, Agrovoltaica, CRCM, EGEA Acque, EGEA Ambiente, Alessandria Calore, Sisea, SEP, Tecnoedil Lavori, Olmo Bruno, Acqui Energia, Valbormida Energia, Carmagnola Energia, Monferrato Energia, Bra Energia, Telenergia, TLRNet, EGEA Holding e Scarlino Energia, as well as EGEA Energie (merged into Iren Mercato), ReMat and Iren Ambiente Toscana (merged into Iren Ambiente), Limes 20, Edis and Capo dell’Acqua (merged into Iren Green Generation Tech effective as of 1 July 2026), EGEA New Energy and Ardea (merged into Iren Energia effective as of 1 July 2026) and Reti Metano Territorio (merged into IRETI Gas effective as of 1 July 2026).
Amounts due from the Cassa Servizi Energetici e Ambientali (CSEA) relate to Energy Efficiency Certificates for 25,848 thousand euro (20,145 thousand euro as at 31 December 2025). It should be noted that a portion of the amounts due from the Cassa Servizi Energetici e Ambientali may not be collectable within the next 12 months.
Other current assets mainly refer to security deposits, RAI fees, suppliers for penalties, the previous waste management tariff (TIA), and reimbursements of the provincial surcharge on electricity.
NOTE 17_CURRENT FINANCIAL ASSETS
These are as follows:
thousand euro
30/06/2026 31/12/2025
Loan assets with joint ventures 3,297 2,121 Loan assets with associates 3,647 4,644 Loan assets with owners 5,294 4,082 Securities other than equity investments and loans assets with others 24,326 22,668 Current portion of derivative financial instruments 15,593 25,998 Total 52,157 59,513
All loan assets recognised in this item are due within 12 months. The carrying amount of these assets approximates their fair value as the impact of discounting is negligible.
Loan assets with joint ventures The item refers to loans to Acqui Rete Gas (2,143 thousand euro) and Enerbrain (1,154 thousand euro).
Loan assets with associates This item refers mainly to loans to Agrinord (525 thousand euro), Valenza Rete Gas (125 thousand euro) and BI Energia (108 thousand euro). The remainder relates mainly to dividends to be collected.
For further details, please see the schedule of related party transactions shown in the annex.
Loan assets with owners These relate to amounts due from the Municipality of Turin and primarily concern the application of the financial asset model provided for by IFRIC 12 to the energy efficiency project (‘Torino LED’) associated with the Public Lighting service provided under concession.
For details of the overall position of Iren Group with the municipality of Turin please see Note 8 “Non-current financial assets”.
Securities other than equity investments and loan assets with others This item refers for 12,490 thousand euro to investments in government securities and bonds issued by leading Italian credit institutions, and for 3,475 thousand euro to deposits paid as security for transactions on commodities futures markets. The remaining balance consists of accrued income and deferred charges of a financial nature and finance lease assets.
At 31 December 2025, the item also included 6,160 thousand euro relating to amounts arising from the application of the financial asset model provided for by IFRIC 12 to the water purification service provided in the Marche region.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
114 Current portion of derivative financial instruments These relate to the positive fair value of derivative contracts on commodities.
NOTE 18_CASH AND CASH EQUIVALENTS
This item is made up as follows:
thousand euro
30/06/2026 31/12/2025
Bank and postal deposits 305,543 205,653 Cash and similar on hand 106 112 Total 305,650 205,765
Cash and cash equivalents consist of available bank and postal deposits. The Group does not hold cash equivalents, intended as short-term and highly liquid investments readily convertible into known amounts of cash and subject to an insignificant risk of changes in value.
Please refer to the Statement of Cash Flows for details of the changes during the period.
NOTE 19_ASSETS HELD FOR SALE
Assets held for sale are measured at the lower of their carrying amount and fair value less costs to sell. They amounted to 109,528 thousand euro (103,746 thousand euro at 31 December 2025). This item relates to:
99,434 thousand euro (93,652 thousand euro at 31 December 2025) for assets relating to the Integrated Water Service in 43 municipalities of the ATO 4 in the Cuneo area, currently operating under an extension regime, pending the planned transfer to the incoming operator, COGESI. Specifically, this item refers to property, plant and equipment and intangible assets amounting to 91,662 thousand euro, assets amounting to 6,346 thousand euro, and inventories amounting to 1,426 thousand euro;
9,462 thousand euro (unchanged compared to 31 December 2025) refers to a property located in the Municipality of Genoa, used until February 2025 as the Company’s head office, the carrying amount of which will be recovered primarily through a sale transaction rather than through its continued use;
632 thousand euro (unchanged from 31 December 2025) refers to the net assets related to the concessions of the integrated water service of four municipalities of the province of Alessandria for which the takeover of the new operator is being defined.
In addition, assets held for sale include the equity investments in Fata Morgana and Piana Ambiente, fully impaired.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
115
LIABILITIES
NOTE 20_EQUITY
Equity may be analysed as follows:
thousand euro
30/06/2026 31/12/2025
Share capital 1,300,931 1,300,931 Reserves and Retained Earnings 1,961,657 1,857,573 Profit for the period/year 181,764 300,546 Total equity attributable to the owners of the parent 3,444,352 3,459,050 Capital and reserves attributable to non-controlling interests 240,233 235,803 Profitattributable to non-controlling interests 7,012 15,714 Total equity attributable to non-controlling interests 247,245 251,517 Total consolidated equity 3,691,597 3,710,567
Share capital
The share capital, unchanged compared to 31 December 2025 amounts to 1,300,931,377 euro, which is fully paid-up and comprises 1,300,931,377 ordinary shares with a nominal value of 1 euro each.
In 2020 and 2021, following the relative shareholders’ resolutions, the parent repurchased treasury shares for a total of 17,855,645 shares for a total price of 38,690 thousand euro recognised as a reduction of equity in the item “Reserves and Retained Earnings”.
Reserves and Retained Earnings The breakdown of this item is as follows:
thousand euro
30/06/2026 31/12/2025
Treasury shares (38,690) (38,690) Perpetual hybrid bonds 495,282 495,282 Share premium reserve 133,019 133,019 Legal reserve 141,256 130,332 Hedging reserve 963 3,697 Other reserves and retained earnings 1,229,827 1,133,933 Total reserves 1,961,657 1,857,573
Perpetual hybrid bonds This reserve includes the nominal value, net of transaction costs and the related tax effect, of non-convertible subordinated hybrid perpetual bonds.
On 16 January 2025, Iren SpA placed a “Hybrid Bond” with a nominal value of 500 million euro, issued in a single tranche for the entire amount with a settlement date of 23 January 2025. The fixed annual coupon, payable annually in arrears in April starting from April 2025 upon the occurrence of certain conditions, is equal to 4.5% and will be paid until the first reset date of 23 April 2030. From that date, unless fully redeemed, the bond will bear interest at the five-year Euro Mid Swap rate plus an initial margin of 221.2 basis points. The margin will increase by 25 basis points from 2035, and by a further 75 basis points from 2050, for a total cumulative increase of 100 basis points.
The issue price was set at 99.448%, resulting in an effective yield of 4.625% per annum at the first reset date .
During the first half of 2026, the Group paid coupons to holders of hybrid perpetual bonds in the amount of 22,500 thousand euro.
Hedging reserve
Changes in the fair value of effective hedging derivatives are recognised with a corresponding balancing item directly in equity under the hedging reserve. These contracts were entered into to hedge exposure to the risk of interest rate fluctuations on floating rate loans and to the risk of price changes in electricity and gas purchase contracts.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
116 Other reserves and retained earnings These comprise mainly the goodwill arising on the merger of AMGA into AEM Torino and the subsequent merger of Enìa into Iride, from retained earnings, and the actuarial reserve consisting of actuarial gains and losses on the measurement of post-
employment benefits.
The decrease is mainly due to the carry forward of the profits for 2025 not distributed (111,788 thousand euro) and the payment of coupons to holders of perpetual hybrid bonds (22,500 thousand euro), net of the related tax effect.
Dividends
At their Ordinary Meeting on 21 May 2026, the Shareholders of Iren S.p.A. approved the Parent’s separate financial statements at 31 December 2025 and the Directors’ Report, and resolved to distribute a dividend of 0.1386 euro per ordinary share, confirming the proposal made by the Board of Directors. The dividend was paid starting from 24 June 2026, with an ex-dividend date of 22 June 2026 and a record date of 23 June 2026. At the ex-dividend date, the number of outstanding shares was 1,283,075,732 and, consequently, the total amount of dividends distributed was 177,834,296 euro.
For further details, reference should be made to the statement of changes in equity.
CAPITAL MANAGEMENT
The capital management policies of the Board of Directors involve maintaining a high level of capital to uphold relations of trust with investors, creditors and the market, and also allowing future business development.
The Board of Directors monitors the return on capital, the level of dividends to be distributed to equity holders and the cash flows to be distributed to hybrid instrument holders and aims to maintain a balance between obtaining higher returns through the use of debt and the benefits and security offered by a solid financial position.
NON-CURRENT LIABILITIES
NOTE 21_NON-CURRENT FINANCIAL LIABILITIES
The item amounted to a total of 4,589,726 thousand euro (4,490,987 thousand euro at 31 December 2025).
Bonds
These amounted to 3,000,817 thousand euro due after 12 months (2,998,177 thousand euro at 31 December 2025). The item consisted of positions of the parent referred to Public and Private Bond issues, accounted for at amortised cost, against a total nominal value outstanding at 30 June 2026 of 3,024,000 thousand euro (unchanged compared to 31 December 2025).
The details of Bonds with maturity after 12 months are as follows:
Green Bonds maturing October 2027, coupon 1.5%, amount 500 million euro, all outstanding (amount at amortised cost 498,575 thousand euro);
Green Private Placement maturing August 2028, coupon 2.875%, outstanding amount 40 million euro (amount at amortised cost 39,854 thousand euro);
Green Bonds maturing October 2029, coupon 0.875%, amount 500 million euro, all outstanding (amount at amortised cost 498,152 thousand euro);
Bonds maturing July 2030, coupon 1%, outstanding amount 484 million euro (amount at amortised cost 479,613 thousand euro).
Green Bonds maturing January 2031, coupon 0.25%, amount 500 million euro, including TAP issue of October 2021, all outstanding (amount at amortised cost 492,818 thousand euro);
Green Bonds maturing July 2032, coupon 3.875%, amount 500 million euro, all outstanding (amount at amortised cost 496,594 thousand euro);
Green Bonds issued maturing September 2033, coupon 3.625%, amount 500 million euro, all in outstanding (amount at amortised cost 495,211 thousand euro);
The bonds were subscribed by Italian and foreign institutional investors, are listed on the Irish Stock Exchange and were assigned Fitch and S&P ratings.
The change in the total carrying amount compared to 31 December 2025 is due to the recognition of accrued interest expense, calculated using the amortised cost method.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
117 Non-current bank loans The item amounted to a total of 1,533,650 thousand euro (1,431,849 thousand euro at 31 December 2025).
The following table shows the portions with maturity beyond 12 months relating to medium-long term loans/credit lines granted by banks, which amount to 1,339,855 thousand euro (1,242,284 thousand euro at 31 December 2025). Non-current bank loans can be analysed by interest rate type (with respective indications of minimum and maximum rates applied) and by maturity date (related to the portion after 12 months), as shown in the table below:
thousand euro
fixed rate floating rate TOTAL min/max rate n.a. 2.881% - 3.447% maturity n.a. 2027-2043 2027 0 213,122 213,122 2028 0 315,763 315,763 2029 0 75,791 75,791 2030 0 223,554 223,554 Subsequent 0 511,625 511,625 Total after 12 months at 30/06/2026 0 1,339,855 1,339,855 Total after 12 months at 31/12/2025 3,185 1,239,099 1,242,284
All loans are denominated in euro.
The changes in non-current loans during the period are summarised as follows:
thousand euro
31/12/2025 30/06/2026
Total after 12 months Increases Changes in
consolidation
scope Decreases Change in
amortised
cost Total after 12
months
- fixed rate 3,185 - - (3,185) - -
- floating rate 1,239,099 200,000 - (99,102) (142) 1,339,855
TOTAL 1,242,284 200,000 - (102,287) (142) 1,339,855
Total non-current loans at 30 June 2026 increased compared to 31 December 2025, as a combined result of:
increase of 200,000 thousand euro in medium/long-term loans for disbursements on CEB (Council of Europe Development Bank) and bank lines held by Iren Spa;
reduction of 102,287 thousand euro, owing to the reclassification to short term of the portions of loans maturing within the next 12 months and for the early repayment of existing positions;
decrease of 142 thousand euro due to recognition of the loans at amortised cost.
Non-current financial liabilities also include the deferred portion of the amount relating to the acquisition by IRETI S.p.A. of the entire investment in Iren Acqua, which at 30 June 2026, amounted to 193,795 thousand euro.
Other financial liabilities These amount to 55,257 thousand euro (60,961 thousand euro at 31 December 2025) and refer:
for 3,680 thousand euro (6,464 thousand at 31 December 2025) to the fair value of derivative contracts entered into as hedges against the interest rate fluctuation risk on floating rate loans and the price of commodities (please see the paragraph “Group Financial Risk Management” for comments);
for 40,017 thousand euro (43,237 thousand euro at 31 December 2024) to lease liabilities;
for 3,334 thousand euro (3,267 thousand euro at 31 December 2025) to the liabilities related to the fair value measurement of the put options granted to non-controlling interests on their shares. This item refers to the option to sell the non-controlling interest in Nord Ovest Servizi S.p.A., equal to 25% of the share capital, held partly by SMAT and partly by GTT, and in Cierre, equal to 20% of the share capital;
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
118 for 8,226 thousand euro (7,993 thousand euro at 31 December 2025) to loans from others, the most significant amounts of which refer to the liability for the portion of the price deferred to 2029 relating to the purchase of 47.23% of the subsidiary Egea Holding.
NOTE 22_EMPLOYEE BENEFITS
Changes during the first half of 2026 were as follows:
thousand euro
31/12/2025 Disbursements
during the
period Bonds
accrued
during the
period Financial
expenses Reclassifications 30/06/2026
Post-employment
benefits 72,094 (5,011) 554 1,138 (76) 68,699
Additional salary
payments (seniority
bonus) 2,787 (267) 28 46 - 2,594 Loyalty bonus 1,901 (24) 37 30 - 1,944 Tariff discounts 2,672 (90) - 37 - 2,619 Premungas fund 1,013 (124) - 14 - 903 Total 80,467 (5,516) 619 1,265 (76) 76,759
The column “Reclassifications” refers to the post-employment benefits accrued in the half-year relating to the set of assets and liabilities for the management of the Integrated Water Service in 43 municipalities of the ATO 4 in the Cuneo area, classified under assets and liabilities held for sale pending the planned transfer to the incoming operator.
The tariff discounts include benefits related to the supply of natural gas for domestic use. Following the signing of specific agreements with the trade unions, the “Energy discount” awarded up to 30 September 2017 to employees in service was converted into other forms of employee benefits. The “Energy discount” awarded up to 30 September 2017 to retired employees was revoked unilaterally and replaced with lump sums included in provisions for former employee benefits.
Actuarial assumptions
The above-mentioned liabilities are measured by independent actuaries. The liability relating to the defined benefit plans is calculated in accordance with actuarial assumptions and is recognised on an accruals basis in line with the service necessary to obtain benefits.
For the purpose of defining the present value of the obligations, the future service is estimated based on assumptions related to changes in the total number of employees and employee remuneration. Future service represents the amount that would be paid out to each employee in the event of continuing working activity with another company, retirement, death, resignation or a request for an advance.
The following factors were considered in deciding which discount rate to adopt in the measurement approach provided by
IAS 19:
- stock market of reference;
- the measurement date;
- expected average term of the liabilities.
The average residual term of liabilities was obtained as the weighted average residual term of liabilities related to all benefits and all Group companies.
The economic and financial assumptions adopted in the calculations are the following:
Annual discount rate 3.37% Annual inflation rate 2.00% Annual increase rate of post-employment benefits 3.00%
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
119
NOTE 23_PROVISIONS FOR RISKS AND CHARGES
The item, which represents the non-current portion of the “Provisions for risks and charges”, amounted to 323,813 thousand euro (338,120 thousand euro at 31 December 2025).
These are detailed in the following table, and refer to all provisions, both to the current and non-current portions, present in
this item:
amounts in euro 31/12/2025 Increases Decreases (Gains)
losses 30/06/2026
Provision for restoration of third-party assets 31,349 420 - - 31,769 “Post-closure” provisions 115,085 981 (4,044) 2,564 114,586 Provisions for dismantling and reclaiming sites 48,695 161 (37) 1,352 50,171 Provision for early retirement 11,927 - (1,036) 89 10,980 ETS cancellation obligation 234,325 87,367 (16,530) - 305,162 Other provisions for risks and charges 227,234 4,971 (19,754) 218 212,669
TOTAL 668,615 93,900 (41,401) 4,223 725,337
If the effect of discounting the value of money is significant, the provisions are discounted using a pre-tax discount rate which, on the basis of the time period envisaged for the future cash flows, does not exceed 4.7%.
Provision for restoration of third-party assets This item is made up to include the charges related to the restoration of the group of assets and equipment pertaining to the management of the Integrated Water Service in the province of Parma owned by Parma Infrastrutture: this group of assets is used to provide the service against the payment of a fee. The relevant provision is estimated on the basis of the depreciation of the assets themselves and will be deducted from the consideration to be paid to the Group by any new incoming operator or in accordance with the terms and conditions of the concession award.
“Post-closure” provisions
These are mainly provisions for future expense for environmental remediation of controlled landfill plants which also include costs for post-operating management until the sites involved have been completely converted into green areas. These provisions are supported by specific appraisals periodically updated in order to adjust the existing provisions to the estimate of the future costs to be incurred. The decreases refer, in fact, to the utilisation of the provision to cover costs incurred in the post-operating phase until the mineralisation of waste and the conversion of landfills are completed.
Provisions for dismantling and reclaiming sites The “Provision for dismantling and reclaiming sites” represents the estimated costs associated with the future decommissioning of waste-to-energy plants and, to a lesser extent, the Group’s photovoltaic parks.
Provision for early retirement The provision refers to expenses associated with early retirement of some personnel that provide for retirement incentives for some employees, on a voluntary basis among the Group’s personnel who are potentially involved. The transaction should be seen in the wider context of professional and demographic rebalancing of Iren Group’s personnel, in view of a plan to recruit young individuals.
The incentive, completely chargeable to Iren Group (in application of Art. 4 of Law no. 92/2012), will enable the personnel who meet the legal requisites to retire ahead of the date of eligibility.
The provisions represent the estimated payment to the employees involved in the Plan, through the Pensions Agency, of a benefit of an amount equal to the pension that would be payable on the basis of the current rules (“early retirement”) with payment to the Pensions Agency of the contribution until the minimum requirements for retirement are reached (in accordance with the aforementioned Law 92/2012), and a sum, for each of the employees involved, as a one-off payment as an incentive.
ETS cancellation obligation This item refers to obligations related to carbon dioxide emission rights under the Emission Trading Scheme. The increase concerns the estimated costs, observable on the basis of market quotations at the end of the year, related to the rights still to be acquired in order to fulfil the obligation of the year, according to the schedule. The decreases refer to the purchase of securities pertaining to the previous year’s obligation.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
120 Other provisions for risks and charges The amount of the provisions mainly refers to the probable risks of higher charges pertaining to the Group’s businesses, the allocation of the charge related to the two-way compensation mechanism for electricity prices as per Decree-Law Sostegni Ter, the estimated IMU property tax to be paid on the value of the systems of the power plants calculated as provided for by Decree-Law No. 44/2005, charges for environmental offsets, tax, employment and regulatory risks and probable charges related to various disputes.
The provisions mainly concern the allocation of sums relating to long-term personnel incentives, expenses in the energy efficiency sector and disputes relating to the environmental supply chain. The decreases are largely related to charges in the energy efficiency and gas sales sectors.
The current portion referring to the provisions described above was presented under “Provisions for risks and charges -
current portion” (Note 31).
NOTE 24_DEFERRED TAX LIABILITIES
Deferred tax liabilities of 99,355 thousand euro (93,104 thousand euro at 31 December 2025) are due to the temporary difference between the carrying amount and the tax base of assets and liabilities recognised in the financial statements.
Deferred taxation is calculated with reference to the expected tax rates applicable when the temporary differences will reverse.
NOTE 25_SUNDRY LIABILITIES AND OTHER NON-CURRENT LIABILITIES
This item can be broken down as follows:
thousand euro
30/06/2026 31/12/2025
Due after 12 months 121,979 124,063 Deferred income for grants related to assets – non-current 764,470 744,124 Non-current accrued liabilities and deferred income 3,275 4,023 Total 889,724 872,210
The item “Due after 12 months” refers for 58,578 thousand euro to the long-term portion of the tax liability relating to the settlement formulated with the Revenue Agency as part of the negotiated resolution of the crisis pursuant to the “Crisis Code” of the EGEA group. This item also includes balances relating to advances paid by users to guarantee the supply of water and to payables to users entitled to reimbursement of the purification tariff of the Integrated Water Service following the Supreme Court ruling of 14 July 2023.
Deferred income for grants related to assets, non-current portion, includes the amounts relating to connection grants of 212,810 thousand euro and the Fo.N.I. component (Provision for New Investments), amounting to 80,920 thousand euro, provided for by the tariff method for the Integrated Water Service, which will be reversed to profit or loss after 12 months from the reporting date. The portion that will be taken to profit or loss in the 12 months following the reporting date amounts to 10,550 thousand and 4,083 thousand euro, respectively, and is included in the item “Sundry liabilities and other current liabilities under deferred income” for grants related to assets.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
121
CURRENT LIABILITIES
NOTE 26_CURRENT FINANCIAL LIABILITIES
All financial liabilities recognised in this item are due within 12 months. The carrying amount of these liabilities approximates their fair value as the impact of discounting is negligible.
Current financial liabilities can be analysed as follows:
thousand euro
30/06/2026 31/12/2025
Bank loans 137,210 76,802 Financial liabilities with associates 577 235 Financial liabilities with owners 5,722 4,971 Lease liabilities 14,514 15,379 Financial liabilities with others 11,714 21,550 Current liabilities for derivatives 21,307 7,445 Total 191,044 126,382
Bank loans
Current bank loans may be broken down as follows:
thousand euro
30/06/2026 31/12/2025
Loans - current portion 47,790 53,969 Other current bank loans 45,602 1,180 Accrued financial expenses and deferred financial income 43,818 21,653 Total 137,210 76,802
Financial liabilities with associates They refer to amounts due to Arienes of 577 thousand euro.
Financial liabilities with owners This item relates to dividends of the company TRM still to be paid to the municipality of Turin.
Financial liabilities with others They amounted to 11,714 thousand euro (21,550 thousand euro at 31 December 2025) and refer for 4,026 thousand euro to the fair value measurement of the put option on the non-controlling interest in IBlu S.r.l., equal to 20% of the quota capital, held by Idealservice; the item also includes amounts due to factors (555 thousand euro).
Current liabilities for derivatives These relate to the fair value of derivative contracts entered into to hedge the exposure to the risk of fluctuating commodity prices.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
122
NOTE 27_TRADE PAYABLES
All trade payables are due within 12 months. The carrying amount of these payables approximates their fair value as the impact of discounting is negligible.
thousand euro
30/06/2026 31/12/2025
Trade payables to suppliers 1,406,115 1,590,359 Trade payables to joint ventures 83 149 Trade payables to associates 27,932 20,848 Trade payables to owners 9,281 3,734 Trade payables to other related parties 8,888 8,025 Advances due within 12 months 5,005 5,357 Guarantee deposits due within 12 months 6,016 6,030 Trade payables for reimbursements within 12 months 18,987 20,944 Total 1,482,307 1,655,446
Trade payables for reimbursements within 12 months refer to the liability recognised in respect of users entitled to reimbursement of the purification tariff of the Integrated Water Service following the Supreme Court ruling of 14 July 2023, which established that the tariff is not payable by users to whom secondary purification treatment is not provided.
NOTE 28_CURRENT CONTRACT LIABILITIES
The item amounts to 1,307 thousand euro (28,541 thousand euro at 31 December 2025). The decrease compared to 31 December 2025 mainly refers to the derecognition of the sums paid by customers as an advance payment for the sale of electricity.
NOTE 29_SUNDRY LIABILITIES AND OTHER CURRENT LIABILITIES
All amounts recognised in this item are due within 12 months. The carrying amount of these liabilities approximates their fair value as the impact of discounting is negligible.
thousand euro
30/06/2026 31/12/2025
VAT liability 4,068 2,771 Government land tax/UTIF 11 1,116 IRPEF liability 1,532 3,215 Other tax liabilities 28,041 35,630 Current tax liabilities 33,652 42,732 Amounts due to employees 80,877 77,762 Amounts due to Cassa Servizi Energetici e Ambientali (CSEA) 36,761 40,817 Amounts due to social security institutions within 12 months 34,909 37,294 Other current liabilities 176,779 123,920 Current sundry liabilities 329,326 279,793 Accrued expenses and deferred income 44,719 42,245 Total 407,697 364,770
The change in liabilities for Government land tax is due to prepayments and settlement payments, which are influenced by the invoicing volumes of the relevant year and the previous year.
The change in amounts due to Cassa per i Servizi Energetici e Ambientali (the Energy and Environmental Services Fund) in the period is related to the estimates of negative equalisation of electricity and gas.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
123 Other current liabilities mainly refer to the cost estimates for the obligations relating to energy efficiency certificates, liabilities for tariff components of electricity distribution to be paid to the GSE, liabilities for purification fees, liabilities for RAI fees collected in the bill. The increase in this item compared to 31 December 2025 is mainly due to the liability arising from the payment of the advance made by Cogesi in relation to the management of the Integrated Water Service in 43 municipalities of the ATO 4 in the Cuneo area (75,321 thousand euro).
NOTE 30_CURRENT TAX LIABILITIES
The item “Current tax liabilities” amounting to 44,612 thousand euro (18,025 thousand euro at 31 December 2025) is made up of IRES and IRAP liabilities, comprising the estimate of taxes for the current period.
NOTE 31_PROVISIONS FOR RISKS AND CHARGES - CURRENT PORTION
This item amounted to 401,524 thousand euro (330,495 thousand euro at 31 December 2025) and refers to the current portion of the provisions, divided as follows:
post-closure provisions and the provision for dismantling and reclaiming sites totalling 6,633 thousand euro;
provision for early retirement of 3,337 thousand euro;
provision for ETS cancellation obligation of 305,162 thousand euro;
other provisions for risks of 86,392 thousand euro.
For further details on the breakdown of and changes in provisions for risks and charges see Note 23.
NOTE 32_LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE
Liabilities associated with assets held for sale, amounting to 18,257 thousand euro (18,349 thousand euro at 31 December 2025), relate to all liabilities for managing the Integrated Water Service in 43 municipalities of the ATO 4 in the Cuneo area, pending the planned transfer to the incoming operator. In particular, they relate to deferred income components (deferred income for grants related to assets and connection grants) for 15,928 thousand euro, payables for security deposits for 1,117 thousand euro, provisions for risks and charges for 1,004 thousand euro, and post-employment benefits for 208 thousand euro.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
124
FINANCIAL POSITION
Net financial debt, calculated as the difference between current and non-current financial debt and current and non-current financial assets, can be broken down as follows:
thousand euro
30/06/2026 31/12/2025
Non‐current financial assets (140,423) (148,393) Non-current financial debt 4,588,841 4,490,480 Medium-/long-term net financial debt 4,448,418 4,342,087 Current financial assets (342,214) (239,280) Current financial debt 169,737 118,937 Current net financial position (172,477) (120,343) Net financial debt 4,275,941 4,221,744
It is specified that, in the calculation of net financial debt, the fair value of commodity derivatives is excluded from short-, medium- and long-term borrowings and financial assets.
Net Financial position with related parties Non-current financial assets include 29,531 thousand euro due from the municipality of Turin and 6,019 thousand euro due from associates.
Current financial assets include 5,294 thousand euro due from the Municipality of Turin and 6,912 thousand euro due from associates and joint ventures.
Current financial liabilities include 5,722 thousand euro due to the Municipality of Turin for dividends and 577 thousand euro due to associates.
The net financial position according to the structure proposed by ESMA in the document of 04 March 2021 Guidelines on disclosure requirements under the Prospectus Regulation and implemented by Consob with Attention Reminder No. 5/21 of 29 April 2021 is shown below.
thousand euro
30/06/2026 31/12/2025
A. Cash (305,650) (205,765) B. Cash equivalents - -
C. Other current financial assets (3,475) (2,683) D. Liquidity (A) + (B) + (C) (309,125) (208,448) E. Current financial debt (including debt instruments, but excluding the current portion of non-current financial debt) 107,433 49,589 F. Current portion of the non-current financial payable 62,304 69,348 G. Current financial debt (E + F) 169,737 118,937 H. Net current financial debt (G - D) (139,388) (89,511) I. Non-current financial debt (excluding current portion and debt instruments) 1,588,024 1,492,303 J. Debt instruments 3,000,817 2,998,177 K. Commercial and other non-current debt - -
L. Non-current financial debt (I + J + K) 4,588,841 4,490,480 M. Total financial debt (H + L) 4,449,453 4,400,969
The annexes to the consolidated financial statements include the reconciliation statement between “total financial debt”, calculated according to the structure proposed by ESMA, and “net financial debt”, calculated according to Iren Group’s policy and reported at the beginning of this section.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
125 The table below shows the changes in the period in current and non-current financial liabilities.
thousand euro
Current and non-current financial liabilities 31.12.2025 4,609,417 Monetary changes as reported in the statement of cash flows New non-current loans 200,000 Repayment of non-current loans (108,465) Repayment of finance leases (8,333) Change in other financial liabilities 38,446 Interest paid (33,522) Dividends paid 186,680
Non-monetary changes
Liabilities acquired following change in consolidation scope -
Liabilities for purchase of investments in consolidated companies -
New finance leases 4,132 Fair value change in derivatives (3,163) Interest and other financial expense 57,672 Dividends declared (184,286) Current and non-current financial liabilities 30.06.2026 4,758,578
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
126 X. Notes to the Income Statement
Unless otherwise stated, the following comments and tables show the figures in thousands of euro.
The Group’s consolidated income statement for the period includes the financial figures of Cierre and CSAI, acquired during the second half of 2025; the financial results for the first half of 2026 are therefore influenced by the inclusion of these figures in the consolidation scope.
REVENUE
NOTE 33_REVENUE FROM GOODS AND SERVICES
This item amounted to 3,106,832 thousand euro (3,357,047 thousand euro in the first half of 2025) as follows.
thousand euro
First half of 2026 First half of 2025 Electricity revenue 1,371,903 1,482,204 Heat revenue 157,503 176,394 Gas revenue 447,650 511,030 Integrated water service revenue 304,570 296,777 Revenue from waste collection and disposal 524,888 522,251 Revenue from asset construction services under concession 135,755 133,905 Revenue from other services 164,563 234,486 Total 3,106,832 3,357,047
The following table shows the reconciliation between the item Revenue from goods and services and the segment reporting in chapter below “Segment reporting”.
thousand euro
Networks Waste
Management Energy Market Other services Elisions Total Revenue from goods and services 595,608 643,732 1,152,256 1,759,579 15,049 (1,059,392) 3,106,832 Other revenue 85,572 65,061 138,510 55,907 2,150 (197,005) 150,195 Total 681,180 708,793 1,290,766 1,815,486 17,199 (1,256,397) 3,257,027
The table below provides a breakdown of revenue from goods and services by business segment.
thousand euro
Networks Waste
Management Energy Market Other services Elisions Total Electricity revenue 84,828 29,270 896,845 863,220 - (502,260) 1,371,903 District heating revenue - 8,787 166,146 - - (17,430) 157,503 Gas revenue 69,999 2,867 - 879,144 - (504,360) 447,650 Integrated water service revenue 312,204 1,814 - - - (9,448) 304,570 Waste management revenue 32 532,823 - - - (7,967) 524,888 Revenue from asset construction services under concession - IFRIC 12 108,835 23,225 3,695 - - - 135,755 Revenue from other services 19,710 44,946 85,570 17,215 15,049 (17,927) 164,563 Total Revenue from goods and services 595,608 643,732 1,152,256 1,759,579 15,049 (1,059,392) 3,106,832
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
127 The nature and timing of the performance obligations contained in customer contracts are described below:
Sale and distribution of electricity and gas and sale of heat to end customers Contracts for the sale of energy carriers to end customers include fees that relate to both the sale and distribution of the relevant commodities, identified as a single, indistinct performance obligation. This obligation is fulfilled upon delivery at the redelivery point or heat exchange substation.
These contracts relate to continuous supplies, which imply the fulfilment of the related obligations in an over-time manner, given that the end customer simultaneously receives and uses the benefits deriving from the service provided as the latter is rendered.
This revenue includes the estimated disbursements made but not yet invoiced. This estimate is based on the customer’s historical consumption profile, adjusted to reflect weather conditions or other factors that may affect consumption.
In this context, revenue from the electricity and gas distribution service, supplied through the Group’s networks to third-party sellers, is recognised on the basis of tariffs determined by the competent Authorities to reflect the remuneration recognised for investments made, taking into account the equalisation mechanisms provided for. They, too, refer to services aimed at fulfilling the relevant obligations on an ongoing basis, with a view to the continuity of the service provided characteristic of network businesses.
Integrated Water Service Similarly to the other network businesses mentioned above, aqueduct (water collection, drinking water, lifting and distribution), sewerage and wastewater treatment services relate to obligations fulfilled over time. They, too, are entered on the basis of the tariffs determined by the competent authorities to reflect the remuneration paid for the investments made.
Waste management revenue Revenue generated by the waste management supply chain mainly relates to:
collection and urban sanitation, where performance obligations are fulfilled continuously over time on the basis of
existing contracts;
the treatment of municipal and special waste, including its disposal and resuse. In this regard, the Group assesses the relevant services as provided over time, particularly with regard to the continuous disposal of homogeneous waste units, also within the framework of existing agreements with the competent authorities.
It should also be noted that in this context there are, to a residual extent, services provided punctually and pertaining to obligations arising from events (e.g. snow clearing service).
Revenue from other services The revenue included under this heading refers in particular:
to services related to the management of energy services, including maintenance services, and to orders for the energy efficiency of plants and buildings. Both refer to obligations fulfilled over time. In particular, revenue relating to contracts for efficiency upgrading is recognised on the basis of the stage of completion of the contract work, inferred from the total estimated costs incurred, by means of the recognition of a contract asset until the obligation has been fully met.
to products/services ancillary to the sale of commodities, which are distinctly identified, and which concern performance obligations that are fulfilled punctually upon the transfer of the product/service to the customer;
miscellaneous and ongoing revenue relating to, inter alia, information systems, real estate services and laboratory analyses.
NOTE 34_OTHER INCOME
Other income totalled 150,195 thousand euro (128,554 thousand euro in the first half of 2025) and refers to grants, revenue for energy certificates and sundry income. The tables below show the details of the individual items.
Grants
thousand euro
First half of 2026 First half of 2025 Grants related to assets 11,519 9,633 Connection grants 6,251 6,467 Other grants 8,564 4,132 Total 26,334 20,232
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
128 The grants related to assets and connection grants represent the relevant portion of grants calculated in proportion to the depreciation rates of the plants to which they refer.
The connection grants include amounts received for connection to the Group’s electricity, water, gas and heat distribution networks.
Revenue from energy certificates
thousand euro
First half of 2026 First half of 2025 Revenue from the sale of ETS certificates (Emission Trading Certificates) 66,235 40,423 Revenue from incentive as per Green Certificates 6,644 10,722 Revenue from Energy Efficiency Certificates (White Certificates) 7,803 6,806 Total 80,682 57,951
Other income
thousand euro
First half of 2026 First half of 2025 Service contracts 3,412 2,821 Lease income 1,535 1,250 Capital gains on sale of assets 1,034 475 Insurance settlements 7,968 2,811 Sundry reimbursements 3,556 3,532 Other FV commodities revenue - -
Other revenue and income 25,674 39,482 Total 43,179 50,371
The decrease in “Other revenue and income” is due to the recognition of premiums for the technical and commercial quality of the integrated water service (2022-2023 period) recognised by ARERA in the first half of 2025.
COSTS
NOTE 35_RAW MATERIALS, CONSUMABLES, SUPPLIES AND GOODS
This item is broken down as follows:
thousand euro
First half of 2026 First half of 2025 Purchase of electricity 238,911 390,279 Purchase of gas 718,309 739,406 Purchase of heat 3,162 4,438 Purchase of other fuels 31 159 Purchase of water 4,715 4,517 Other raw materials and materials in stock 86,199 89,183 Emission trading 181,621 139,994 White Certificates 5,705 4,528 Change in inventories (14,953) 14,785 Total 1,223,700 1,387,289
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
129 Costs for raw materials, consumables, supplies and goods decreased by 163,589 thousand euro. The reduction is mainly due to lower volumes of electricity purchased, only partially offset by the increase in commodity prices.
The purchase of raw materials and materials in stock is in connection with the marketing to retail customers of products in the area of home automation, energy saving and maintenance of domestic installations and, to a lesser extent, fuels for operating vehicles. The change in inventories was partly due to gas storages.
NOTE 36_SERVICES AND USE OF THIRD-PARTY ASSETS
Costs for services amounted to 918,400 thousand euro (983,056 thousand euro in the first half of 2025), as follows:
thousand euro
First half of 2026 First half of 2025 Electricity transport and electricity system expenses 330,425 337,153 Gas transmission 63,386 59,430 Third-party works, maintenance and industrial services 189,519 225,176 Collection and disposal, snow clearing, public parks 189,304 188,253 Expenses related to personnel (meal allowance, training, business travel) 9,525 9,356 Technical, administrative and commercial consulting and advertising expenses 38,118 48,221 Legal and notary fees 1,313 2,116 Insurance 14,780 14,966 Bank expenses 5,445 6,649 Telephone expenses 3,527 3,746 IT expenses 33,367 35,472 Reading and invoicing services 9,278 8,936 Board of Statutory Auditors compensation 911 946 Other purchases of services 29,502 42,636 Total costs for services 918,400 983,056
Costs for third-party works mainly relate to operating and maintenance costs of plants and networks.
“Other costs for services” includes residual costs for internal consumption, back office, transport and other services: this item increased largely as a result of higher transport costs and the closure of estimates from previous years.
Costs for the use of third-party assets amounted to 19,689 thousand euro (20,112 thousand euro in the first half of 2025).
The item included mainly fees paid to the sole operator of the Genoa Area and the fees paid to the companies that own the assets of the integrated water service of the municipalities of Parma, Piacenza, and Reggio Emilia.
Secondarily, this item includes short-term leases or when the underlying asset is of low value, which the group has decided to exclude from the scope of IFRS 16.
NOTE 37_OTHER OPERATING EXPENSES
Other operating expenses amounted to 49,635 thousand euro (58,227 thousand euro in the first half of 2025), as follows:
thousand euro
First half of 2026 First half of 2025 General expenses 13,667 23,191 Instalments and higher instalments for water shunting 15,687 16,065 Taxes and duties 13,284 14,237 Capital losses on sale of assets 672 765 Other sundry operating expenses 6,325 3,969 Total 49,635 58,227
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
130 General expenses include, among other things, operating fees to various entities and penalties on the quality of services and from suppliers. The reduction compared to the first half of the comparative period is attributable to the penalties incurred by the Group for the technical and commercial quality of the integrated water service (2022-2023 period) charged by ARERA in the first half of 2025.
The item “Taxes and duties” relates mainly to expenses for IMU property tax on the Group’s plants and buildings and expenses for occupying and reclaiming public land.
The item “Other sundry operating expenses” includes adjustments of revenue pertaining to previous years.
NOTE 38_CAPITALISED EXPENSES FOR INTERNAL WORK
Capitalised expenses for internal work amounted to 28,067 thousand euro (28,025 thousand euro in the first half of 2025), and regard increases in capital assets made with internal resources and production factors.
thousand euro
First half of 2026 First half of 2025 Capitalised personnel expense (22,916) (20,199) Capitalised inventory materials (5,151) (7,826) Total (28,067) (28,025)
NOTE 39_PERSONNEL EXPENSE
Personnel expense amounted to 341,566 thousand euro (338,703 thousand euro in the first half of 2025), as follows:
thousand euro
First half of 2026 First half of
2025
Gross remuneration 244,719 241,878 Social security contributions 74,938 74,655 Post-employment benefits 554 512 Other long-term employee benefits 65 75 Other personnel expense 20,033 20,379 Directors’ fees 1,257 1,204 Total 341,566 338,703
As specified in Note 38, 22,916 thousand euro of costs related to employees directly employed in the construction or acquisition of items of property, plant and equipment and in the development and implementation of software were capitalised.
Other personnel expense includes social security and recreational contributions, the contribution paid to the supplementary health care fund, insurance for accidents occurring outside working hours, the portion of post-employment benefits, and contributions to be paid by the employer to supplementary pension funds.
The composition of personnel is shown in the following table.
30.06.2026 31.12.2025 Average for the
period
Executives 113 118 114 Junior managers 404 392 408 White collar workers 4,901 4,934 4,908 Blue collar workers 6,180 6,464 6,206 Total 11,598 11,908 11,636
The changes in the workforce compared to 31 December 2025 were mainly ascribable to:
the continuation of the generational turnover plan;
the initiation/conclusion of waste collection services contracted out as part of the Waste Management BU.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
131
NOTE 40_AMORTISATION AND DEPRECIATION
Amortisation and depreciation for the period amounted to 362,586 thousand euro (350,009 thousand euro in the first half of 2025).
thousand euro
First half of 2026 First half of 2025 Property, plant and equipment and investment property 196,533 200,829 Intangible assets with a finite life 166,053 149,180 Total 362,586 350,009
For further details on depreciation/amortisation, refer to the tables of changes in property, plant and equipment and intangible assets with a finite life.
NOTE 41_PROVISIONS AND IMPAIRMENT LOSSES
This item amounted to a total of 51,041 thousand euro (49,918 thousand euro in the first half of 2025) as follows:
thousand euro
First half of 2026 First half of
2025
Impairment losses on loans and receivables 46,641 44,774 Provision for restoration of third-party assets 420 420 Provision for post-closure 981 1,281 Provisions for risks and others 1,345 4,205 Release of provisions (2,136) (762) Net impairment losses 3,790 -
Total net other provisions and impairment losses 4,400 5,144 Total 51,041 49,918
The accruals for in period were made to adjust the amount of the balance to the amount of expected credit losses on the basis of the simplified model provided for in IFRS 9, where “loss” means the present value of all cash shortfalls considering forward looking information.
Provisions for risks largely concern the waste management sector, while releases refer to the elimination of charges in the electricity production sector. Details of changes in provisions are provided in the note to the Statement of financial position item “Provisions for risks and charges”.
The item “Net impairment losses” relates to the adjustment to fair value of the carrying amounts of the assets held for sale relating to the Integrated Water Service in 43 municipalities of the ATO 4 in the Cuneo area, currently operating under an extended concession regime, pending the planned transfer to the successor operator, COGESI (2,289 thousand euro), and of a waste treatment plant (1,500 thousand euro).
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
132
NOTE 42_FINANCIAL INCOME AND EXPENSE
Financial income
Financial income amounted to 10,558 thousand euro (20,636 thousand euro in the first half of 2025). The details are shown in the following table:
thousand euro
First half of 2026 First half of 2025 Dividends 12 23 Bank interest income 397 2,854 Interest income from loans and receivables 3,004 10,807 Interest income from customers 3,445 3,806 Fair value gains on derivatives 298 -
Capital gain on disposal of financial assets 651 -
Other financial income 2,751 3,146 Total 10,558 20,636
Interest income on loans and receivables mainly refers to interest accrued on sums tied up in bank deposits, on credit relating to current account relationships between the Group and the Municipality of Turin and to interest on loans granted to associates. The decrease compared to the first half of 2025 is mainly due to the lower amounts tied up in the first six months of 2026 compared to the same period of the previous year.
Other financial income consists mainly of income for the discounting of provisions.
Financial expense
The item amounted to 64,014 thousand euro (79,913 thousand euro in the first half of 2025). The breakdown of financial expense is shown in the following table:
thousand euro
First half of 2026 First half of 2025 Interest expense on loans 23,958 32,817 Interest expense on bonds 30,716 35,770 Hedging effect of derivatives (1,318) (4,613) Interest expense on bank current accounts 1,525 602 Other interest expense 1,961 5,081 Capitalised borrowing costs (821) (701) Fair value losses on derivatives 37 209 Capital losses on disposal of financial assets 4 -
Interest cost – Employee benefits 1,265 1,292 Financial expense on lease liabilities 832 858 Other financial expense 5,855 8,598 Total 64,014 79,913
Interest expense on loans and bonds includes the expense relating to the measurement at amortised cost.
Other interest expense includes charges related to factoring transactions performed during the period.
Other financial expense mainly consist of charges for discounting provisions and charges arising from payment extensions to suppliers.
NOTE 43_GAINS/(LOSSES) ON EQUITY-ACCOUNTED INVESTEES
The item is not present in the first half of 2026, while it was negative for 87 thousand euro in the first half of 2025 and referred to the effect of the remeasurement at fair value, at the date of acquisition of control, of the previous interest in EGEA Holding.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
133
NOTE 44_SHARE OF PROFIT OR LOSS OF EQUITY-ACCOUNTED INVESTEES
The share of profit of equity-accounted companies amounted to 6,595 thousand euro (a profit of 8,561 thousand euro in the first half of 2025). For more details please see Note 5 “Equity-accounted investments”.
NOTE 45_INCOME TAXES
The item Income taxes amounts to 82,840 thousand euro and includes the estimated income taxes for the first half of 2026, while in the comparative period it amounted to 82,650 thousand euro.
The estimate of income tax for the first half of 2026 is the result of the best estimate of the average expected tax rate for the full year, applied to the pre-tax profit for the period, adjusted to reflect the tax effect of certain items recognised entirely in the period. The tax rate for the first half of 2026 is equal to 30.5%, while in the first half of 2025, it was equal to 30%.
The increase in the tax rate is due in particular to the effects of Article 3 of the so-called “2026 Energy Bills Decree” (Decree-
Law 21/2026, converted into Law No. 49 of 10 April 2026), which increased the IRAP rates by two percentage points for companies in the energy sector that mainly carry out the economic activities identified by specific ATECO codes. The increase applies to the 2026 and 2027 tax periods.
NOTE 46_ PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS
This item n has a nil balance in both the first half of 2026 and the comparative period.
NOTE 47_ PROFIT FOR THE PERIOD ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
Profit attributable to non-controlling interests, which amounted to 7,012 thousand euro (9,284 thousand euro in the first half of 2025), relates to the share of profit of non-controlling interests in companies fully consolidated but not wholly owned by the Group.
NOTE 48_EARNINGS PER SHARE
For the purpose of calculating basic and diluted earnings per share, it should be noted that the number of shares in the first half of 2026 represents the weighted average number of shares outstanding during the reporting period in accordance with IAS 33.20. The Company has not issued any financial instruments that have the potential to dilute its common stock, therefore diluted earnings per share is equal to basic earnings per share.
First half of 2026 First half of 2025 Profit (loss) (thousands of euro) 181,764 183,573 Weighted average number of shares outstanding over the year (thousand) 1,283,076 1,283,076 Basic earnings/(loss) per share (euro) 0.14 0.14
NOTE 49_OTHER COMPREHENSIVE INCOME/(EXPENSE)
Other comprehensive expense amounted to 1,285 thousand euro (other comprehensive income of 21,424 thousand euro in H1 2025) and included other comprehensive income items that will be subsequently reclassified to profit or loss. In detail they refer to:
the effective portion of fair value losses on cash flow hedges, 5,042 thousand euro, which refers to derivatives hedging changes in interest rates and derivatives hedging changes in commodity prices (for the Group, this concerns electricity and gas).
the share of other losses of equity-accounted investees, 135 thousand euro, which refers to fair value losses on cash flow hedges of associates;
the change in the translation reserve, amounting to a positive 1,479 thousand euro, due to the change in the exchange rate used to translate the financial statement balances of associates that prepare their financial statements in currencies other than the euro;
the tax effect of other comprehensive income, for 2,413 thousand euro.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
134 XI. Guarantees, commitments and contingent liabilities
GUARANTEES
Guarantees provided concern sureties and other guarantees for own commitments of 727,164 thousand euro (805,805 thousand euro at 31 December 2025); the most significant items refer to sureties issued in favour of:
the Electricity Market Operator (GME) for 90,100 thousand euro to guarantee the energy market participation contract;
ATERSIR for 59,639 thousand euro for agreements and tenders in progress relating to the Integrated Water Service and the Urban Waste Management Service;
the Turin Provincial/Metropolitan City Governments, for 59,300 thousand euro for waste transfer and post-closure management of plants subject to Integrated Environmental Authorisation;
Tuscany Region for 51,009 thousand euro to guarantee landfill and plant authorisations;
ATO-R, for 44,335 thousand euro, as definitive guarantees in the Amiat/TRM acquisition;
Municipality of Turin, for 31,844 thousand euro, definitive guarantee in the AMIAT/TRM acquisition;
ARPAE for 31,395 thousand euro for waste conferment and operations and post-closure management of plants subject to Integrated Environmental Authorisation (I.E.A.);
Province of La Spezia for 30,232 thousand euro for waste transfer and management of plants;
Ministry of the Environment, for 28,742 thousand euro for various authorisations;
SNAM Reti Gas for 26,536 thousand euro to guarantee contracts and network codes;
Customs Authority, for 25,935 thousand euro to guarantee the regular payment of customs tax and additional local and provincial duties on electricity consumption and gas excise;
Piedmont Region for 17,777 thousand euro as guarantee for project financing for the concession of large water derivation plants for hydroelectric purposes;
Apulia Region for 15,862 thousand euro to guarantee landfill and plant authorisations;
Revenue Agency for 11,444 thousand euro for a VAT refund request;
Terna, for 9,904 thousand euro to guarantee injection and withdrawal dispatching contracts and to guarantee the electricity transport service contract;
Aisa Impianti for 7,800 thousand euro as guarantee for the contract of transfer at the plants;
Basin Consortium of Basso Novarese for 6,989 thousand euro to guarantee the contract for the collection and disposal of urban waste;
COMMITMENTS
Commitments to suppliers In the course of its operations, the Group entered into contracts for the purchase of a specific quantity of commodities at a certain future date, having the characteristics of own use and therefore falling within the so-called “own use exemption” under IFRS 9. These commitments are represented by:
contracts for the purchase of natural gas at a fixed price, with a countervalue of 148 thousand euro;
contracts for the purchase of methane gas at an indexed price, for a forecast quantity of the equivalent of 15.18
TWh;
power purchase agreements, with a countervalue of 9,549 thousand euro.
CONTINGENT LIABILITIES
Iren Mercato S.p.A. / Azienda Sanitaria Locale Roma 1 - Iren Mercato S.p.A. / Local Health Authority Rome 4 Two proceedings are pending before the Court of Rome, initiated by certain local health authorities in Lazio and relating to the transactions between them and Iren Mercato, in its own right and as a member of the temporary joint venture entrusted under the Agreement of 4 August 2006 entered into with the Lazio Region for the “Technological multi-service and provision of energy carriers - Lot D”; in particular:
- claim form dated 10 April 2020 by ASL ROMA 1 (contract of 13 December 2007) with the aim of ascertaining the undue receipt of the fee for the supply of hot water and steam for the period from 01 July 2007 to 28 February 2017, contesting the incorrect application of the tariff, and the consequent repayment of the sum; the plaintiff has quantified this amount as 8 million euro; Following the appointment of the technical expert by the Court, the expert investigation operations were initiated.
- claim form dated 12 April 2022 by ASL ROMA 4 (contract of 08 June 2007) with the aim of ascertaining the undue receipt of the fee for the supply of hot water and steam for the period from 01 April 2007 to 19 February 2017, contesting the incorrect application of the tariff, and the consequent repayment of the sum; the plaintiff has quantified this amount as 7.5 million euro; Following the appointment of the technical expert by the Court, the expert investigation operations were initiated.
With regard to the above, it should be noted that no significant events occurred during the first six months of 2026.
The risk of losing the case has been cautiously estimated as possible, given the uncertainty connected with expert appraisals involving highly technical services completed many years ago.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
135 Iren Mercato S.p.A. / Local Health Authority Viterbo On 27 March 2025, the Viterbo Local Health Authority filed a request for arbitration to determine whether Iren Mercato improperly collected the fee for the supply of domestic hot water and steam for the period from 1 April 2007 to 19 February 2017, contesting the incorrect application of the tariff, and the consequent recovery of the sum; the plaintiff quantified this amount at 8.9 million euro. The parties have appointed their own arbitrator, while the Chair of the Arbitration Board has not yet been appointed.
With regard to the above, it should be noted that no significant events occurred during the first six months of 2026.
The risk of losing the case has been cautiously estimated as possible, given the uncertainty connected with arbitration operations involving highly technical services completed many years ago.
Claim for damages for occupational illness It should be noted that during 2025, Iren received a claim for damages from the heirs of a former AMGA employee, for a total amount of approximately 2 million euro, related to the death of the same due to an occupational disease allegedly attributable to the period of employment at AMGA.
The case was filed with the Court of Reggio Emilia. At the first hearing on 10 October 2025, the Judge granted the appellant a period of 40 days to take a position on the preliminary objections raised by Iren and, subsequently, the latter a period of 20 days to file replies, reserving the case.
Upon the dissolution of the reserve, the Judge, by order – considering that the dispute can be settled at the current stage of the proceedings in relation to the all-important question of the capacity for Iren to be sued – set a hearing for discussion, to be held in paper form, originally for 10 March 2026 and subsequently postponed to 17 May 2026 for scheduling reasons.
By judgement of 8 June 2026, the Court of Reggio Emilia dismissed the appeal filed by the heirs of the former AMGA employee, with the costs of the litigation to be shared between the parties. Iren will, in the coming days, serve notice of the same in order to start the short deadline for the appeal.
The risk of losing the case, already assessed as possible, remains so at this stage as well, considering that there is a real possibility that the counterparty will consider appealing against the first-instance judgement in which it was unsuccessful.
Contract A.Li.Sa – Azienda Ligure Sanitaria The subsidiary Iren Smart Solutions, as the parent company and agent of a Temporary Grouping of Companies (RTI) with a 42% stake, operates in support of the Ligurian regional health system, hospitals and local facilities, ensuring the operational and technical-administrative management of technological systems and building components.
During the execution of the contract, and more generally during the management of the job, disputes arose between the RTI and the customer with reference to full compliance with the obligations assumed between the parties. In February 2026, some Local Health Authorities (ASL), in particular ASL 1, 2 and 3, which in the meantime had been merged by incorporation into the Azienda Sanitaria Ligure (ATS), which is the parent company of other healthcare facilities, initiated a dispute procedure concerning penalties of approximately 9 million euro. Invoices and disputes that have already seen the timely reply of the RTI, through, respectively, the rejection of all claims and the due counter-arguments. No provision has been set aside for this further dispute as the Company, in agreement with the opinion received from its external legal advisors involved, considers the risk of losing the case to be possible.
With regard to the above, it should be noted that no significant events occurred during the first six months of 2026.
Iren Energia S.p.A. / Engie Servizi S.p.A. and Engie Produzione S.p.A.
Engie Servizi S.p.A. and Engie Produzione S.p.A. initiated legal proceedings against Iren Energia S.p.A. in relation to the Collaboration Agreement entered into on 2 March 2021 for the implementation of capital investments and the provision of district heating supply services. Through the writ of summons, Engie Servizi and Engie Produzione seek a declaration that Iren Energia has failed to fulfil its contractual obligations and request that the Company be ordered to perform the obligations assigned to it under the Collaboration Agreement. They also seek compensation for the damages allegedly suffered by Engie Produzione because of the delay in the execution of the Agreement, to be determined with reference to the revised date for the commencement of compulsory performance. Following the joint request submitted by the parties on 30 June 2026, the hearing scheduled for 7 July 2026 was postponed to 10 November 2026.
Consistent with the opinion provided by its external legal counsel, Iren considers the risk of an unfavourable outcome to be possible, but not probable.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
136 XII. Segment reporting
Segment reporting, based on the Group’s management and internal reporting structure, is given below in accordance with IFRS 8.
Given the nature of the activity performed by Group companies, a geographical segment analysis is not relevant.
The operating segments in which the Group operates are:
Networks (Electricity distribution networks, Gas distribution networks, Integrated Water Service) Waste Management (Waste collection and disposal) Energy (Hydroelectric Production and production from other renewable sources, Combined Heat and Power, District Heating Networks, Thermoelectric Production, Public Street Lighting, Global services, Energy efficiency services) Market (Sale of electricity and gas) Other services (Laboratories, Telecommunications and other minor services).
These operating segments are disclosed pursuant to IFRS 8. Under this standard, the disclosure about operating segments should be based on the elements which management uses in making operational and strategic decisions.
For a proper interpretation of the results relating to individual businesses, revenue and expense referring to joint activities were fully allocated to the businesses based on actual usage of the services provided or according to technical and economic drivers.
Given the fact that the Group mainly operates in one area, the following segment reporting does not include a breakdown by geographical segment.
The following tables show the Net Invested Capital at 30 June 2026 compared to 31 December 2025 and the income statements for the first half of 2026 (up to the Operating Profit) by operating segment, compared to the figures for the first half of 2025.
It should be noted that there is no revenue from transactions with a single customer equal to or exceeding 10% of total revenue.
In the segment reporting tables below, the following quantities are presented:
Net invested capital (NIC): determined by the algebraic sum of non-current assets, other non-current assets (liabilities), net working capital, deferred tax assets (liabilities), provisions for risks, and employee benefits and assets held for sale (liabilities associated with assets held for sale).
Net financial debt: calculated as the sum of non-current financial liabilities, net of non-current financial assets and current financial liabilities, net of current financial assets and cash and cash equivalents.
Net Working Capital (NWC) : determined as the algebraic sum of current and non-current contract assets and liabilities, current and non-current trade receivables, inventories, current tax assets and liabilities, sundry assets and other current assets, trade payables and sundry liabilities and other current liabilities.
Non-current assets : determined by the sum of Property, Plant and Equipment, Investment Property, Intangible Assets with a finite life, Goodwill, equity-accounted investments and Other equity Investments.
Gross operating profit or loss: calculated as the sum of pre-tax profit or loss, share of profit/(loss) of equity-accounted investees, impairment gains and losses on equity investments, financial income and expense, and amortisation, depreciation, provisions and impairment losses.
Operating profit or loss: calculated as the sum of pre-tax profit or loss, share of profit/(loss) of equity-accounted investees, impairment gains and losses on equity investments and financial income and expense.
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
137 Reclassified statement of financial position by operating segment at 30 June 2026
millions of euro
Networks Waste
Management Energy Market Other
services Non-
allocable Total
Non-current assets 4,085 1,699 2,423 418 21 222 8,868 Net Working Capital 156 159 35 (64) 3 - 289 Other non-current assets and liabilities (625) (263) (239) (63) 1 - (1,189) Net invested capital (NIC) 3,616 1,595 2,219 291 25 222 7,968
Equity 3,692
Net financial debt 4,276 Own funds and net financial debt 7,968
Reclassified statement of financial position by operating segment at 31 December 2025
millions of euro
Networks Waste
Management Energy Market Other
services Non-
allocable Total
Non-current assets 4,035 1,687 2,429 428 26 214 8,819 Net Working Capital 174 36 107 (79) 3 - 241 Other non-current assets and liabilities (625) (257) (178) (62) (5) - (1,128) Net invested capital (NIC) 3,584 1,466 2,357 287 24 214 7,932
Equity 3,710
Net financial debt 4,222 Own funds and net financial debt 7,932
Income statement by operating segment for the first half of 2026
millions of euro
Networks Waste
Management Energy Market Other
services Non-
allocable Total
Total revenue and income 681 709 1,291 1,815 17 (1,256) 3,257 Total operating expenses (407) (561) (1,128) (1,671) (14) 1,256 (2,525) Gross Operating Profit 274 148 163 144 3 - 732 Net amortisation, depreciation and impairment losses (124) (115) (93) (80) (2) - (414) Operating profit 150 33 70 64 1 - 318
Income statement by operating segment for the first half of 2025
millions of euro
Networks Waste
Management Energy Market Other
services Non-
allocable Total
Total revenue and income 677 689 1,426 1,962 16 (1,284) 3,486 Total operating expense (406) (557) (1,253) (1,814) (14) 1,284 (2,760) Gross Operating Profit 271 132 173 148 2 - 726 Net amortisation, depreciation and impairment losses (121) (110) (91) (77) (1) - (400) Operating profit 150 22 82 71 1 - 326
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
138 XIII. Annexes to the Condensed Interim Consolidated
Financial Statements
LIST OF FULLY CONSOLIDATED COMPANIES
LIST OF JOINT VENTURES
LIST OF ASSOCIATES
LIST OF EQUITY INVESTMENTS IN OTHER COMPANIES
RELATED PARTY TRANSACTIONS
RECONCILIATION OF IFRS FINANCIAL STATEMENTS WITH RECLASSIFIED FINANCIAL STATEMENTS (Consob
Communication no. 6064293 of 26 July 2006)
RECONCILIATION BETWEEN TOTAL FINANCIAL DEBT (ESMA COMMUNICATION OF 4 MARCH 2021) AND NET
FINANCIAL DEBT
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
139
LIST OF FULLY CONSOLIDATED COMPANIES
Company Registered
office Currency Share/quota capital % interest Investor Iren Ambiente S.p.A. Piacenza Euro 63,622,002 100 Iren Iren Energia S.p.A. Turin Euro 918,767,148 100 Iren Iren Mercato S.p.A. Genoa Euro 61,356,220 100 Iren IRETI S.p.A. Genoa Euro 196,832,103 100 Iren IRETI Gas S.p.A. Parma Euro 120,000 100 IRETI ACAM Acque S.p.A. La Spezia Euro 24,260,050 100 IRETI ACAM Ambiente S.p.A. La Spezia Euro 1,000,000 100 Iren Ambiente Acquaenna S.c.p.a. Enna Euro 3,000,000 50.87 IRETI Acqui Energia S.p.A. Alba (CN) Euro 1,800,000 100 TLRNet Alessandria Calore S.r.l. Alba (CN) Euro 1,000,000 100 TLRNet Agrovoltaica Turin Euro 1,000 100 Iren Green Generation Alfa Solutions S.p.A. Reggio Emilia Euro 100,000 86 Iren Smart Solutions
AMIAT S.p.A. Turin Euro 46,326,462 80 AMIAT V
AMIAT V. S.p.A. Turin Euro 1,000,000 93.06 Iren Ambiente Ardea S.r.l. Cuneo Euro 500,000 100 Iren Energia ASM Vercelli S.p.A. Vercelli Euro 120,812,720 59.97 IRETI Asti Energia e Calore S.p.A. Asti Euro 120,000 62 Iren Energia Atena Trading S.r.l. Vercelli Euro 556,000 59.97 Iren Mercato Azienda Agricola Riofi Terranuova
Bracciolini
(AR) Euro 100,000 89.36 CSAI
Bonifica Autocisterne S.r.l. Piacenza Euro 595,000 51 Iren Ambiente Bonifiche Servizi Ambientali S.r.l. Reggio Emilia Euro 3,000,000 100 Iren Ambiente Bra Energia S.p.A. Alba (CN) Euro 200,000 80 TLRNet Capo dell’Acqua S.r.l. Bari Euro 10,000 100 Iren Green Generation Carmagnola Energia S.r.l. Alba (CN) Euro 200,000 100 TLRNet CIERRE S.r.l. Arezzo Euro 75,000 80 Alfa Solutions GPO consortium Reggio Emilia Euro 20,197,260 62.35 IRETI C.R.C.M. S.r.l. Terranuova
Bracciolini
(AR) Euro 3,062,000 85.65 7.15 Valdarno Ambiente
Siena Ambiente
CSAI S.p.A. Terranuova
Bracciolini
(AR) Euro 1,610,511 40.32 Iren Ambiente Dogliani Energia S.r.l. Cuneo Euro 10,000 100 Iren Energia Edis S.r.l. Alba (CN) Euro 277,514 100 Iren Green Generation
Tech
EGEA Acque S.p.A. Alba (CN) Euro 1,033,000 100 IRETI EGEA Holding S.p.A. Alba (CN) Euro 52,941 100 Iren EGEA New Energy S.p.A. Alba (CN) Euro 2,200,000 100 Iren Energia Ekovision S.r.l. Prato Euro 1,485,000 100 SEI Toscana Formaira S.r.l. San Damiano Macra (CN) Euro 40,000 100 Maira
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
140
Company Registered
office Currency Share capital % interest Investor Futura S.p.A. Grosseto Euro 3,660,955 80 Iren Ambiente
20 Sei Toscana I. Blu S.r.l. Tavagnacco (UD) Euro 9,001,000 80 Iren Ambiente Iren Acqua Piacenza S.r.l. Piacenza Euro 3,000,000 100 IRETI Iren Acqua Reggio S.r.l. Reggio Emilia Euro 5,000,000 100 IRETI Iren Acqua Tigullio S.p.A. Chiavari (GE) Euro 979,000 66.55 IRETI Iren Ambiente Parma S.r.l. Parma Euro 4,000,000 100 Iren Ambiente Iren Ambiente Piacenza S.r.l. Piacenza Euro 4,000,000 100 Iren Ambiente Iren Green Generation S.r.l. Turin Euro 10,000 100 Iren Energia Iren Green Generation Tech S.r.l. Turin Euro 80,200 100 Iren Green Generation Iren Laboratori S.p.A. Genoa Euro 2,000,000 90.89 IRETI Iren Smart Solutions S.p.A. Reggio Emilia Euro 2,596,721 60 Iren Energia
20 Iren Ambiente
20 Iren Mercato Limes 1 S.r.l. Turin Euro 20,408 51 Iren Green Generation Limes 2 S.r.l. Turin Euro 20,408 51 Iren Green Generation Limes 20 S.r.l. Turin Euro 10,000 100 Iren Green Generation Maira S.p.A. San Damiano Macra (CN) Euro 596,442 82 Iren Energia Manduriambiente S.p.A. Manduria (TA) Euro 4,111,820 95.289 Iren Ambiente Monferrato Energia S.p.A. Alba (CN) Euro 400,000 90 TLRNet Nord Ovest Servizi S.p.A. Turin Euro 7,800,000 45 IRETI
30 Amiat
Olmo Bruno S.r.l. Alba (CN) Euro 20,000 100 Iren Ambiente ReCos S.p.A. La Spezia Euro 1,000,000 99.51 Iren Ambiente Reti Metano Territorio S.r.l. Alba (CN) Euro 20,200,000 100 IRETI Gas Rigenera Materiali S.r.l. Genoa Euro 3,000,000 100 Iren Ambiente Salerno Energia Vendite S.p.A. Salerno Euro 3,312,060 50 Iren Mercato San Germano S.p.A. Turin Euro 1,425,000 100 Iren Ambiente Scarlino Energia S.p.A. Scarlino (GR) Euro 1,000,000 100 Iren Ambiente SEI Toscana S.r.l. Siena Euro 45,388,913 41.78 Iren Ambiente
16.37 Valdarno Ambiente
20.62 Siena Ambiente
0.2 C.R.C.M.
Semia Green S.r.l. Siena Euro 3,300,000 50.909 Iren Ambiente 49.091 Siena Ambiente S.E.P. S.p.A. Alba (CN) Euro 200,000 100 TLRNet Siena Ambiente S.p.A. Siena Euro 2,866,575 40 Iren Ambiente SISEA S.r.l. Sommariva del bosco (CN) Euro 750,000 51 Iren Ambiente Tecnoedil lavori S.r.l. Alba (CN) Euro 410,000 100 EGEA Acque
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
141
Company
Registered
office
Currency
Share capital % interest
Investor
Telenergia S.r.l. Alessandria Euro 3,700,000 97.08 TLRNet 0.22 EGEA Holding Territorio e Risorse S.r.l. Turin Euro 2,510,000 65 Iren Ambiente
35 ASM Vercelli TLRNet S.r.l. Alba (CN) Euro 1,000,000 100 Iren Energia TRM S.p.A. Turin Euro 86,794,220 80 Iren Ambiente Uniproject S.r.l. Maltignano (AP) Euro 91,800 100 Iren Ambiente Valbormida Energia S.p.A. Alba (CN) Euro 800,000 60 TLRNet Valdarno Ambiente S.r.l. Terranuova
Bracciolini
(AR)
22,953,770 56.016 Iren Ambiente
43.984 CSAI
Valle Dora Energia S.r.l. Turin Euro 537,582 74.5 Iren Energia
LIST OF JOINT VENTURES
Company Registered
office Currency Share/quota %
Investor
capital interest
Acque Potabili S.p.A. (1) Turin Euro 7,633,096 47.546 IRETI Acqui Rete Gas S.r.l. Alba (CN) Euro 10,000 50 Reti Metano Territorio Enerbrain S.r.l. Turin Euro 50,000 49.69 Iren Smart Solutions Vaserie Energia S.r.l. Siena Euro 10,000 69 Siena Ambiente
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
142
LIST OF ASSOCIATES
Company Registered
office Currency Share/quota %
Investor
capital interest
A2A Alfa S.r.l. (1) Milan Euro 100,000 30 Iren Mercato Acos S.p.A. Novi Ligure Euro 17,075,864 25 IRETI Acos Energia S.p.A. Novi Ligure Euro 150,000 25 Iren Mercato Agrinord Energia S.r.l. Alba (CN) Euro 50,000 40 EGEA New Energy Aguas de San Pedro S.A. de C.V. S.Pedro Sula (Honduras) Lempiras 159,900 39.34 IRETI Aiga S.p.A. (1) Ventimiglia Euro 104,000 49 IRETI Amat S.p.A. (1) Imperia Euro 5,435,372 48 IRETI Arca S.r.l. Reggio Emilia Euro 100,000 40 IRETI Arienes S.c.a.r.l. Reggio Emilia Euro 50,000 42 Iren Smart Solutions ASA S.p.A. Livorno Euro 28,613,406 40 IRETI ASA S.c.p.a. Castel Maggiore (BO) Euro 1,820,000 49 Iren Ambiente Astea S.p.A. Recanati (MC) Euro 76,115,676 21.32 GPO consortium Asti Servizi Pubblici S.p.A. Asti Euro 7,540,270 45 Nord Ovest Servizi Barricalla S.p.A. Turin Euro 2,066,000 35 Iren Ambiente BI Energia S.r.l. Reggio Emilia Euro 100,000 47.5 Iren Energia Calore Verde S.r.l. Ormea (CN) Euro 30,000 20.81 TLRNet Centro Corsi S.r.l. Reggio Emilia Euro 12,000 33 Alfa Solutions CSA S.p.A. (1) Terranuova
Bracciolini
(AR) Euro 1,369,502 47.97 Iren Ambiente EGUA S.r.l. Cogorno (GE) Euro 119,000 49 IRETI Etambiente S.p.A. Florence Euro 2,300,000 33.91 Iren Ambiente Fata Morgana S.p.A. (2) Reggio Calabria Euro 2,225,694 25 IRETI Fin Gas S.r.l. Milan Euro 10,000 50 Iren Mercato Fratello Sole Energie Solidali Impresa Sociale S.r.l. Genoa Euro 350,000 40 Iren Energia G.A.I.A. S.p.A. Asti Euro 5,539,700 45 Iren Ambiente Iniziative Ambientali S.r.l. Novellara (RE) Euro 100,000 40 Iren Ambiente OMI Rinnovabili S.c.a.r.l. Reggio Emilia Euro 10,000 40.15 Alfa Solutions Piana Ambiente S.p.A. (2) Gioia Tauro Euro 1,719,322 25 IRETI Rimateria S.p.A. (3) Piombino (LI) Euro 4,589,273 30 Iren Ambiente Seta S.p.A. Turin Euro 12,378,237 48.85 Iren Ambiente Sistema Ambiente S.p.A. Lucca Euro 2,487,657 36.56 Iren Ambiente STU Reggiane S.p.A. Reggio Emilia Euro 16,770,080 30 Iren Smart Solutions 3A S.c.a.r.l. Alba (CN) Euro 10,000 40 Tecnoedil Lavori Tanaro Servizi Acque S.r.l. Alba (CN) euro 100,000 48.62 Egea Acque Tirana Acque S.c. a r.l. (1) Genoa Euro 95,000 50 IRETI Valenza Rete Gas S.p.A. Valenza (AL) Euro 200,000 50 Reti Metano Territorio
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
143
LIST OF EQUITY INVESTMENTS IN OTHER COMPANIES
Company Registered office Currency Share %
Investor
capital interest
Acque Potabili Siciliane S.p.A. (3) Palermo Euro 5,000,000 9.83 IRETI Aeroporto di Reggio Emilia S.p.A. Reggio Emilia Euro 2,177,871 0.11 Alfa Solutions AISA S.p.A. (1) Arezzo Euro 3,867,640 3 Iren Ambiente AISA Impianti S.p.A. Arezzo Euro 6,650,000 3 Iren Ambiente ACQUEDUEO S.c.a.r.l. Biella Euro 40,000 20 ASM Vercelli ATLAS AI VB Fund I Milan Iren Aurora S.r.l. S. Martino in Rio (RE) Euro 514,176 0.1 Alfa Solutions Autostrade Centro Padane S.p.A. Cremona Euro 30,000,000 1.46 IRETI
CCC-Consorzio cooperative
costruzioni Bologna Euro 15,637,899 0.06 Bonifiche Servizi
Ambientali
CIDIU Servizi S.p.A. Collegno (TO) Euro 10,000,000 17.9 Amiat Consorzio CIM 4.0 s.c.a.r.l. Turin Euro 232,000 4.3 Iren Consorzio Topix Turin Euro 1,600,000 0.3 Iren Energia C.R.P.A. S.p.A. Reggio Emilia Euro 2,201,350 2.27 IRETI EGEA S.p.A. Alba (CN) Euro 58,167,200 0.47 SEI Toscana Environment Park S.p.A. Turin Euro 11,406,780 3.39 Iren Energia
7.41 AMIAT
GAL Langhe Roero S.c.a.r.l. Bossolasco (CN) Euro 23,000 0.43 Egea Acque L.E.A.P. S.c. a r.l. Piacenza Euro 263,721 14.21 Iren Ambiente MiTo Tech Ventures SLP SICAV-RAIF Luxembourg Euro Iren Parma Servizi Integrati S.c. a r.l. Parma Euro 20,000 11 Iren Smart
Solutions
Restart Ascoli Piceno Euro 13,685,586 0.07 Uniproject Serchio Verde Ambiente S.p.a. (1) Castelnuovo di Garfagnana (LU) Euro 1,128,950 5.93 Iren Ambiente Società di Biotecnologie S.p.A. Turin Euro 50,000 2.93 Iren Smart
Solutions
Tech4Planet Rome Euro 354,735 8.93 Iren T.I.C.A.S.S. S.c. a r.l. Genoa Euro 136,000 2.94 IRETI
(1) Company in liquidation (2) Company in liquidation classified under assets held for sale (3) Company in bankruptcy
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
144
RELATED PARTY TRANSACTIONS
Trade
Receivables Financial
receivables Sundry
assets Trade
Payables Financial
liabilities
OWNERS
Municipality of Genoa 2,814 - - 5,690 -
Municipality of Parma 8,658 - 415 632 -
Municipality of Piacenza 770 - - 1,825 -
Municipality of Reggio Emilia 1,620 - 540 726 -
Municipality of Turin 69,771 35,017 83 409 5,722 Finanziaria Sviluppo Utilities - - 41 - -
JOINT VENTURES
Acque Potabili 84 - - (2) -
Acqui Rete Gas 44 2,143 - (18) -
Enerbrain - 1,154 - 105 -
Vaserie Energia - - - - -
ASSOCIATES
3A 9 - - - -
ACOS 7 4,691 - - -
ACOS Energia 1 - - - -
Agrinord Energia 17 633 - - -
Aguas de San Pedro - 787 - - -
AIGA 340 - - - -
AMAT 1 - - - -
ARCA 15,794 - - 149 -
Arienes 33,937 - - 20,642 577
ASA 138 - - - -
ASA Livorno 822 - 12 (7) -
ASTEA 4 - - 1 -
Asti Servizi Pubblici 221 382 - 117 -
Barricalla 2,229 1,015 - 346 -
BI Energia - 1,232 - - -
Calore Verde 2 - - - -
Centro Corsi - 30 - - -
EGUA 454 244 - 10 -
Etambiente 24 - - 4,142 -
Fingas - 175 - - -
Fratello Sole Energie Solidali 681 - - - -
GAIA 848 90 5,133 2,205 -
Omi Rinnovabili - - - - -
Piana Ambiente in liquidation 70 - - - -
SETA 4,723 - - 340 -
Sistema Ambiente 86 259 - - -
STU Reggiane 107 - - - -
Valenza Rete Gas 66 128 - (13) -
OTHER RELATED PARTIES
Subsidiaries of Municipality of Turin 568 - 35 531 -
Subsidiaries of Municipality of Genoa 1,249 - 13 3,210 -
Subsidiaries of Municipality of Parma 1,054 - 237 1,514 -
Subsidiaries of Municipality of Piacenza 281 - - 672 -
Subsidiaries of Municipality of Reggio Emilia 2,858 - 88 2,960 -
Others - - - - -
TOTAL 150,352 47,980 6,597 46,186 6,299
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
145
thousand euro
Sundry
liabilities Revenue and income Costs and
other
charges Financial
income Financial
expense
OWNERS
Municipality of Genoa - 1,212 3,798 - -
Municipality of Parma - 292 769 - 1 Municipality of Piacenza - 239 641 - -
Municipality of Reggio Emilia - 129 825 - -
Municipality of Turin - 126,558 4,672 215 -
Finanziaria Sviluppo Utilities - - - - -
JOINT VENTURES
Acque Potabili - 30 - - -
Acqui Rete Gas - 20 23 43 -
Enerbrain - (35) 230 - -
Vaserie Energia - 3 - - -
ASSOCIATES
3A - 6 - - -
ACOS - 34 - - -
ACOS Energia - 3 - - -
Agrinord Energia - 27 - 16 -
Aguas de San Pedro - - - - -
AIGA (84) - 37 - -
AMAT - - - - -
ARCA 376 46,811 957 110 -
Arienes - 212 - - -
ASA - 147 1 - -
ASA Livorno (15) 628 99 6 -
ASTEA - 4 24 - -
Asti Servizi Pubblici - 1,000 81 - -
Barricalla - 1,989 532 - -
BI Energia - - - - -
Calore Verde - - - - -
Centro Corsi - 4 63 - -
EGUA - 135 10 - -
Etambiente - 30 7,176 - -
Fingas - - - 4 -
Fratello Sole Energie Solidali - (9) - - -
GAIA - 1,419 3,176 - -
Omi Rinnovabili - - 83 - -
Piana Ambiente in liquidation - - - - -
SETA - 6,493 436 - -
Sistema Ambiente - 95 - - -
STU Reggiane - 72 - - -
Valenza Rete Gas - 42 35 3 -
OTHER RELATED PARTIES
Subsidiaries of Municipality of Turin 4 2,166 1,333 1 3 Subsidiaries of Municipality of Genoa 65 3,110 1,491 7 7 Subsidiaries of Municipality of Parma - 1,143 1,629 - -
Subsidiaries of Municipality of Piacenza - 416 672 - -
Subsidiaries of Municipality of Reggio Emilia - 3,377 2,345 - -
Others - - - - -
TOTAL 346 197,802 31,138 405 11
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
146
RECONCILIATION OF IFRS FINANCIAL STATEMENTS WITH RECLASSIFIED
FINANCIAL STATEMENTS (Consob Communication no. 6064293 of 26 July
2006)
thousand euro
IFRS STATEMENT OF FINANCIAL POSITION RECLASSIFIED STATEMENT OF FINANCIAL POSITION
Property, plant and equipment 4,595,714 Property, plant and equipment 4,595,714 Investment property 2,855 Investment property 2,855 Intangible assets 3,775,064 Intangible assets 3,775,064 Goodwill 272,464 Goodwill 272,464 Equity-accounted investments 210,168 Equity-accounted investments 210,168 Other equity investments 11,401 Other equity investments 11,401 Total (A) 8,867,666 Fixed Assets (A) 8,867,666 Other non-current assets 101,381 Other non-current assets 101,381 Sundry liabilities and other non-current liabilities (889,724) Sundry liabilities and other non-current liabilities (889,724) + Fair value liabilities commodity derivatives 855 Total (B) (788,343) Other non-current assets (Liabilities) (B) (787,488) Inventories 82,919 Inventories 82,919 Non-current contract assets 463,105 Non-current contract assets 463,105 Current contract assets 41,838 Current contract assets 41,838 Non-current trade receivables 37,512 Non-current trade receivables 37,512 Trade receivables 1,263,523 Trade receivables 1,263,523 Current tax assets 15,220 Current tax assets 15,220 Sundry assets and other current assets 334,300 Sundry assets and other current assets 334,300 Trade payables (1,482,307) Trade payables (1,482,307) Contract liabilities (1,307) Contract liabilities (1,307) Sundry liabilities and other current liabilities (407,697) Sundry liabilities and other current liabilities (407,697) Current tax liabilities (44,612) Current tax liabilities (44,612) + Fair value liabilities commodity derivatives (5,714) + Environmental compensation charges (7,764) Total (C) 302,494 Net working capital (C) 289,016 Deferred tax assets 400,760 Deferred tax assets 400,760 Deferred tax liabilities (99,355) Deferred tax liabilities (99,355) Total (D) 301,405 Deferred tax assets (Liabilities) (D) 301,405 Employee benefits (76,759) Employee benefits (76,759) Provisions for risks and charges (323,813) Provisions for risks and charges (323,813) Provisions for risks and charges - current portion (401,524) Provisions for risks and charges - current portion (401,524)
- Environmental compensation charges 7,764 Total (E) (802,096) Provisions and employee benefits (E) (794,332) Assets held for sale 109,528 Assets held for sale 109,528 Liabilities associated with assets held for sale (18,257) Liabilities related to assets held for sale (18,257) Total (F) 91,271 Assets (Liabilities) held for sale (F) 91,271 Net invested capital (G=A+B+C+D+E+F) 7,967,538 Equity (H) 3,691,597 Equity (H) 3,691,597 Non-current financial assets (142,163) Non-current financial assets (142,163) Non-current financial liabilities 4,589,726 Non-current financial liabilities 4,589,726
- Fair value asset commodity derivatives 855 Total (I) 4,447,563 Non-current financial debt (I) 4,448,418 Current financial assets (52,157) Current financial assets (52,157) Cash and cash equivalents (305,650) Cash and cash equivalents (305,650) Current financial liabilities 191,044 Current financial liabilities 191,044
- Fair value asset commodity derivatives (5,714) Total (L) (166,763) Current financial position (L) (172,477) Net financial debt (M=I+L) 4,275,941 Own funds and net financial debt (H+M) 7,967,538
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
147
RECONCILIATION BETWEEN TOTAL FINANCIAL DEBT (ESMA
COMMUNICATION OF 4 MARCH 2021) AND NET FINANCIAL DEBT
thousand euro
30/06/2026 31/12/2025
A. Cash (305,650) (205,765) B. Cash equivalents - -
C. Other current financial assets (3,475) (2,683) D. Liquidity (A) + (B) + (C) (309,125) (208,448) E. Current financial debt (including debt instruments, but excluding the current portion of non-current financial debt) 107,433 49,589 F. Current portion of the non-current financial debt 62,304 69,348 G. Current financial debt (E + F) 169,737 118,937 H. Net current financial position (G - D) (139,388) (89,511) I. Non-current financial debt (excluding current portion and debt instruments) 1,588,024 1,492,303 J. Debt instruments 3,000,817 2,998,177 K. Commercial and other non-current debt - -
L. Non-current financial debt (I + J + K) 4,588,841 4,490,480 M. Total financial debt (H + L) 4,449,453 4,400,969 (-) C. Other current financial assets 3,475 2,683 (+) Non-current financial assets (statement of financial position item) (140,423) (148,393) (+) Current financial assets (statement of financial position item net of fair value of commodity derivatives) (36,564) (33,515) Net financial debt 4,275,941 4,221,744
Iren Group I Condensed Interim Consolidated Financial Statements at 30 June 2026
148 Statement regarding the condensed interim consolidated financial statements pursuant to article 154-bis of Legislative Decree 58/1998
1. The undersigned Gianluca Bufo, Chief Executive Officer, and Giovanni Gazza, Financial Reporting Manager of IREN S.p.A., taking into account the provisions of art. 154-bis, paragraphs 3 and 4, of Legislative Decree 58 of 24 February 1998, hereby certify:
the adequacy in relation to the characteristics of the group and
the effective application of the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements at 30 June 2026.
2. It is also hereby certified that:
2.1 the condensed interim consolidated financial statements:
a) are prepared in compliance with the applicable IFRS Accounting Standards endorsed by the European Community pursuant to Regulation (EC) 1606/2002 of the European Parliament and Council, of 19 July 2002;
b) correspond to the figures in the ledgers and accounting records;
c) give a true and fair view of the financial position and financial performance of the issuer and the group companies included in the consolidation scope.
2.2 the Directors’ Report contains a reliable analysis of the key events that took place during the first six months of the year and of their impact on the condensed interim consolidated financial statements, together with a description of the main risks and uncertainties for the remaining six months of the year. The Directors’ Report also contains a reliable analysis of disclosures on significant transactions with related parties.
30 July 2026
Chief Executive Officer
Gianluca Bufo The Financial Reporting Manager under Law
262/05
Giovanni Gazza
(signed on the original)
(This independent auditors’ report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version
is authoritative.)
Iren Group
Condensed interim consolidated financial statements as at and for the six months ended 30 June 202 6 (with independent auditors ’ report thereon) KPMG S.p.A.
31 July 2026
KPMG S.p.A.
Revisione e organizzazione contabile Corso Vittorio Emanuele II, 48
10123 TORINO TO
Telefono 39 011 83951 Email it -fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it
Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona Società per azioni
Capitale sociale
Euro 10.415.500,00 i.v.
Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Giovanni Battista Pirelli, 38 20124 Milano MI ITALIA
KPMG S.p.A.
è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.
(This independent auditors ’ report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative.) Report on review of condensed interim consolidated financial
statements
To the shareholders of Iren S.p.A.
Introduction
We have reviewed the accompanying condensed interim consolidated financial statements of the Iren Group, comprising the statement of financial position as at 30 June 2026, the income statement and the statements of comprehensive income, changes in equity and cash flows for the six months then ended and notes thereto.
The directors are responsible for the preparation of these condensed interim consolidated financial statements in accordance with the IFRS Accounting Standard applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and endorsed by the European Union. Our responsibility is to express a conclusion on these condensed interim consolidated financial statements based on our review.
Scope of review We conducted our review in accordance with Consob (the Italian Commission for Listed Companies and the Stock Exchange) guidelines set out in Consob resolution no. 10867 dated 31 July 1997. A review of condensed interim consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed interim consolidat ed financial statements.
2
Iren Group
Report on review of condensed interim consolidated financial statements 30 June 2026
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed interim consolidated financial statements of the Iren Group as at and for the six months ended 30 June 2026 have not been prepared, in all material respects , in accordance with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34), endorsed by the European Union.
Turin, 31 July 2026 KPMG S.p.A.
(signed on the original)
Fabio Monti
Director of Audit
Iren S.p.A.
Via Nubi di Magellano, 30 42123 Reggio Emilia - Italy