Gas Natural Fenosa : The General Meeting of Naturgy approves the results for the year and supports the changes to the Board of Directors

• The executive chairman Francisco Reynés chaired his first Shareholders' General Meeting at which the company received the broad support of its shareholders of the business performance in 2017 in a changing international macro-economic environment.

• TheGeneral Meeting approved a total cash dividend of one euro per share charged to the income statement of 2017. On 5 July the interim dividend of 0.67 euros per share will be paid out.

• The shareholders backed the modification of the articles of association so as to simplify its corporate governance and include technical enhancements to make the corporate structures more efficient.

• The General Meeting ratified the appointments of Francisco Reynés as chief executive officer, Javier de Jaime (Rioja Bidco Shareholdings), and José Antonio Torre de Silva (Theatre Directorship Service Beta) as proprietary directors; and Pedro Sainz de Baranda and Claudio Santiago, both as independents. It also approved the re-election of Ramón Adell and Francisco Belil as independent directors.

• The company presented a new brand to its shareholders, Naturgy, together with its new corporate identity, with which it seeks to simplify the relation with customers in an increasingly global, digitalised environment.
• The company will present to its investors tomorrow in London its Strategic Plan 2018-2022 which will focus on creating value and an attractive remuneration policy for shareholders, highlighting its simplicity, transparency and accountability, amongst others.

The executive chairman of Naturgy, Francisco Reynés, today chaired his first Ordinary General Meeting of Shareholders since he was appointed last February, which took place today in Madrid.

The shareholders approved a total remuneration charged to the results for 2017, of 1,001 million euros, as included in its previous Strategic Plan. This figure signifies a cash payment of one euro per share. The company will pay out the additional dividend next 5 July (0.67 euros per share). Last September it had already paid out a cash interim dividend of 0.33 euros per share.

During his speech to the shareholders, Francisco Reynés underscored the 'evolution of the company over recent years to become a leading global energy company that faces the future from a strong position'.

The chairman of the company reviewed the chief financial milestones of the year and remarked on the net profit of 1,360 million euros recorded in 2017, surpassing the previous year and achieving the goals of the Strategic Plan in effect.

The EBITDA last year totalled 3,915 million euros (-16.1%) which included the strong performance of the infrastructure business, hindered by the difficulties in the gas and electricity business, especially in Spain.

Its balanced financial policy took the borrowing level to 45.3% while the cost of the debt fell in one year from 4.3% to 3.5%, a significant drop of 80 base points. In 2017, bonds were issued for 3,100 million euros.

'I should like to highlight the strong performance of the share in 2017 with an increase in value of 7.5%, in line with the other Ibex35 companies and higher than comparable companies in the Iberian Peninsula which on average recorded -0.9%', the chairman stated.

Francisco Reynés explained to those present at the Meeting that the total return for shareholders in 2017 amounted to 13.1% versus the average 4.8% of comparable companies. 'Our commitment to an attractive remuneration policy for shareholders is strong', stated the chairman during his speech.

During the meeting, the chairman pointed out that to May this year, in the aggregate, the EBITDA recorded a growth of 11% up to 1820 million euros, while the net profit totalled 481 million euros. Both measured in recurrent terms.

Strategic Plan and change of brand and corporate identity

As regards the Strategic Plan 2018-2022 to be presented tomorrow in London, Francisco Reynés noted the chief lines of transformation for the coming years based on value creation, on focussing on the core businesses together with the simplification of the corporate and organisational structure.

As for the financial aspect, the courses of action will focus on efficiency and optimisation of Opex, Capex and the capital structure. 'We are prepared to transform the company by focussing all our efforts on creating value for our businesses, our shareholders and our customers', noted Francisco Reynés.

Within this new brand positioning, the company today presented its new brand, Naturgy. This new name will cover all the businesses and will centre on innovation, the company's experience and digitalisation. The new brand, more modern, digital and global, seeks to represent a new stage undertaken by the energy company with the new Strategic Plan.

'The company, which this year marks 175 years of history, lends a fresh impulse to address new challenges, to be closer to our customers, more committed to the environment and, undoubtedly, to strive to offer solutions to the needs of all', explained Francisco Reynés.

Changes to the shareholders and Board of Directors

Last May the company Rioja Bidco Shareholdings, controlled by funds advised by CVC and part owned by Corporación Financiera Alba, acquired the 20% of the capital held to date by Repsol.

Previously, in September of the previous year, Global Infrastructure Partners (GIP) acquired a stake in the company following the acquisition of 20% of the capital from the two chief partners of the company, Criteria Caixa and Repsol, in equal parts.

Following the arrival of the new partner CVC, the energy company's capital is now held by Criteria Caixa (24%), GIP (20%), CVC (20%) and Sonatrach (4%), while the remainder is distributed between the retail and institutional markets.

Corporate governance and organisational structure

As the company stated in May, today the Meeting voted on reducing the size of the Board of Directors from 17 to 12 directors in keeping with the aim of simplifying and gaining in efficiency across the entire energy group. The shareholders approved this reduction in line with the chief best international practices of corporate responsibility and good governance.

At the beginning of June, the company defined a new organisational structure to strengthen and simplify the business areas together with the corporate areas. The new company management equips the business units with full responsibility within their scope of action while at the same time adapting the corporate organisation.

Resolutions of the Shareholders General meeting

The Shareholders General Meeting of Naturgy approved the annual accounts and the management report for the year 2017. In addition, the shareholders approved the modification of the articles of association in order to simplify their formulation and to include improvements in corporate governance and others of a technical nature.

The General Meeting ratified the appointment of Francisco Reynés as chief executive officer, Javier de Jaime (Rioja Bidco Shareholdings), and José Antonio Torre de Silva (Theatre Directorship Service Beta) both as proprietary directors; and Pedro Sainz de Baranda and Claudio Santiago, both as independents. It also approved the re-election of Ramón Adell and Francisco Belil.

Thus, the Board of Directors of the energy company now comprises the following members:

Executive Chairman Mr. Francisco Reynés Massanet

Proprietary Directors: Mr. William Alan Woodburn (GIP); Mr. Enrique Alcántara-García Irazoqui (Criteria Caixa); Mr. Marcelino Armenter Vidal (Criteria Caixa); Mr. Rajaram Rao (GIP); Javier de Jaime Guijarro (Rioja Bidco Shareholdings); José Antonio Torre de Silva (Theatre Directorship Service Beta), Mr. Javier de Jaime Guijarro (Rioja Bidco Shareholdings).

Independent Directors: Mr. Ramón Adell Ramón, Mr. Francisco Belil Creixell, Ms Helena Herrero Starkie, Mr. Pedro Sainz de Baranda and Mr. Claudi Santiago Ponsa.

The Audit and Control Committee comprises the following directors:

Chairman: Mr. Francisco Belil.

Members: Mr. Enrique Alcántara, Mr. José Antonio Torre de Silva, Mr. Rajaram Rao, Mr. Ramón Adell, Ms. Helena Herrero and Mr. Pedro Sainz de Baranda.

The Appointments and Remuneration Committee will comprise:

Chairman: Mr. Ramón Adell Ramón

Members: Mr. Marcelino Armenter Vidal, Mr. Javier de Jaime Guijarro, Mr. William Alan Woodburn, Mr. Francisco Belil Creixel, Mr. Claudi Santiago Ponsa and Mr. Pedro Sainz de Baranda.

The Shareholders General Meeting was attended by approximately 1,000 persons with a quorum of almost 84%.

The Chairman thanked the aforementioned shareholders and the Board of Directors for the opportunity they have afforded him with this appointment last 6 February. He also had some special words of thanks for the work carried out by the previous Chief Executive Officer, Rafael Villaseca, who bravely led the company over the past fourteen years.

Lastly, he had some moving words of affection and gratitude for the person who was chairman of the company until his arrival, Isidro Fainé, whose generosity for having handed down the post he underlined.

Madrid, 27th June 2018