Enagás S A : Report of the Board of Directors on the amendment of the rules and regulations on the organisation and functioning of the Board

Explanatory report prepared by the Board of Directors of Enagás, S.A. regarding the proposed amendment of the Regulations on the Organisation and Functioning of the Board of Directors and the Regulations of the Audit and Compliance Committee, as well as the approval of the Regulations of the Sustainability and

Appointments Committee and the Remuneration Committee of the Company.

Explanatory report prepared by the Board of Directors of Enagás, S.A. regarding the proposed amendment to the Regulations of the Organisation and Functioning of the Board of Directors and the Regulations of the Audit and Compliance Committee and the approval of the Regulations of the Sustainability and Appointments Committee and the Company's Remuneration Committee.

1. INTRODUCTION AND PURPOSE OF THE REPORT

Recommendation 48 of the Good Governance Code for Listed Companies ("CBG") provides that companies with large market capitalisations -for these purposes those belonging to IBEX 35 are considered as such- should have a separate appointments committee and a separate remuneration committee.

In turn, the CNMV's Technical Guide 1/2019 of February 20, on appointments and remuneration committees (the "Technical Guide") considers that listed companies whose organisation and activities, director and senior management selection procedures or remuneration system present a certain degree of complexity, even if they cannot be classified as large market capitalisation companies or are not required to do so by sectoral regulations, should at least consider the possibility of having two separate committees.

The Technical Guide also indicates that the appropriateness of separating the two committees may also be justified by the different nature and potential conflicts that may arise between the tasks related to the selection and proposal for the appointment of directors and senior managers and the tasks related to their evaluation and remuneration.

In turn, Article 45 of the current Articles of Association of Enagás, S.A. (the "Company") provides that the Board of Directors can resolve to separate the Sustainability, Appointments and Remuneration Committee into a Remuneration Committee and a Sustainability and Appointments Committee, sharing out their functions and powers envisaged in Article 45 depending on the subjects and governed by the rules of composition, organisation and functioning established in the Board Regulations in accordance with the Articles of Association and the applicable regulations."

Based on the foregoing, the Board of Directors, at its meeting of April 25, 2022, resolved to split the Sustainability, Appointments and Remuneration Committee into a Remuneration Committee and a Sustainability and Appointments Committee, as set out in Article 45 of the Company's Articles of Association and Good Governance Code Recommendation 48.

In accordance with the foregoing, it is proposed to amend the Regulations of the Organisation and Functioning of the Board of Directors and to approve

1

the new Regulations of the recently created Sustainability and Appointments Committee and Remuneration Committee of the Company, without prejudice to the introduction of certain technical or phrasing clarifications also proposed. In this context, the Regulations of the Sustainability, Appointments and Remuneration Committee of Enagás, S.A., approved by the Board of Directors of the Company on December 20, 2021, shall be declared null and void.

It is also proposed to amend the Regulations of the Board of Directors and the Regulations of the Audit and Compliance Committee in order to ensure the functional dependency of the risk and compliance areas, in line with best practises of good corporate governance and the recommendations of the Spanish Accounting and Auditing Institute (ICAC).

Pursuant to the foregoing, and in compliance with the provisions of Article

2.3 of the Regulations of the Organisation and Functioning of the Board of Directors of the Company, the Board of Directors of the Company prepares this Justifying memorandum regarding the proposed amendments and approval of the aforementioned corporate texts.

2. JUSTIFICATION AND SCOPE OF THE PROPOSALS FOR AMENDMENT AND APPROVAL OF THE REGULATIONS

1. Proposed amendments to the Regulations of the Organisation and Functioning of the Board of Directors
2. 1. Adaptation of certain articles to the existence of two separate Sustainability and Appointments and Remuneration Committees.
      It is proposed that the reference to the "Sustainability, Appointments and Remuneration Committee" be replaced with "Sustainability and Appointments Committee" or "Remuneration Committee", depending on the powers assigned to each committee, in the current Articles 5 ("Duties of the Board"), 8 ("Appointment of Directors"), 9 ("Appointment of Independent Directors"), 11 ("Re-election of Directors"), 12 ("Removal of Directors"), 13 ("Duties of Directors"), 16 ("Remuneration of Directors"), 18 ("The Independent Leading Director"), 20 ("The Secretary of the Board"), 21 ("The Vice Secretary of the Board"), 23 ("The Committees of the Board") and 25 ("The Sustainability, Appointments and Remuneration Committee").
      With regard to Article 25 ("The Sustainability, Appointments and Remuneration Committee"), it is proposed to replace the heading with "Sustainability and Appointments Committee", and to delete the functions related to the remuneration of Directors and Senior Managers, which have been assigned to the Remuneration

2

Committee. The rules governing the composition and functioning up to this point of the Sustainability, Appointments and Remuneration Committee will remain unchanged and it will be deleted from section 3 that the Committee consults the Chairperson of the Board and the Chief Executive of the Company when dealing with matters relating to the remuneration of the Executive Directors and Senior Managers of the Company.

It is also proposed to insert a new article 25 bis ("The Remuneration Committee"), assigning to this Committee tasks related to the proposal and monitoring of the remuneration policy for the members of the Board of Directors and Senior Managers, as well as their contractual terms, while maintaining the rules on composition and functioning previously assigned to the Sustainability, Appointments and Remuneration Committee.

1. Introduction of certain articles to ensure the functional dependency of the risk control and management and compliance units.
   It is proposed to add sections p), q), y) and w) to Article 26 ("The Audit and Compliance Committee") to ensure the functional dependency of the risk and compliance units and the persons responsible for them.
2. Technical or phrasing amendments
3. • Amendment of Article 7 ("Meeting proceedings")
     It is proposed to add to section 3 that, without prejudice to the obligation to attend Board meetings "in those cases where they are unable to do so", Directors must delegate their representation to another Director, in accordance with Recommendation 27 of the Good Governance Code and in coordination with the provisions of Article 13.a) of the Regulation.
   • Amendment to Article 14 bis ("Related-Party Transactions")
     It is proposed to add new sections 2 and 3 to this Article, relating to transactions that are not considered related party transactions and to the bodies responsible for approving them respectively, in accordance with the provisions of Articles 529 vicies, sections 2 and 3 and 529 duovicies of the Corporate Enterprises Act, as amended by Law 5/2021 of April 12.
   • Amendment to Article 28 ("Relations with the markets")
     It is proposed to rephrase section 1 by deleting the words "of information".

3

1. Proposed amendments to the Regulations of the Audit and Compliance Committee
2. 1. Introduction of certain articles relating to guaranteeing the functional dependency of the risk control and management unit.

   Amendments are proposed to paragraphs a), b), c) and d) and the addition of paragraphs g) and h) to Article 8 v) ("Powers relating to the Company's risk control and management function").

   Similarly, some rephrasing is proposed in Article 8 vii) ("Powers relating to the compliance function").

   1. Explicitly include supervisory functions on cybersecurity risk.

A modification is proposed to section b) of article 8 (v) ("Powers relating to the function of the Company's control and risk management function"), including a section that specifically includes the supervisory functions over the risk and control measures implemented in relation to cybersecurity.

1. Proposed Regulations of the Sustainability and Appointments Committee

It is proposed to approve new Regulations of the Sustainability and Appointments Committee assigning to this Committee the tasks related to the selection of Directors, Senior Managers and positions on the Board of Directors, ensuring an appropriate composition of the Board of Directors, reviewing and organising the succession of the Chairman of the Board of Directors and the Chief Executive Officer, evaluating the Board of Directors and its committees and ensuring the application of best practises in the areas of sustainability, environment and social affairs and good corporate governance. In addition, it is proposed to complete its duties by verifying "whether the information disseminated by the Company through its website on matters within its remit is sufficient and appropriate and complies with the recommendations on good corporate governance adopted by the Company", in accordance with the provisions of the Technical Guide.

The rules governing the composition and functioning of the Sustainability, Appointments and Remuneration Committee are maintained in a similar form.

IV. Proposed Regulations of the Remuneration Committee

It is proposed to approve new Regulations of the Remuneration Committee, assigning to this Committee the tasks related to the proposal and monitoring of the remuneration policy for Directors and Senior

4