Naturgy Energy S A : GMS endorses annual results and ratifies changes to Board of Directors

Naturgy GMS endorses annual results and ratifies changes to Board of Directors

• Naturgy shareholders approved the Annual Accounts and the company's management activities in 2021, during which the forecast results were achieved thanks to a steady recovery in demand, among other factors. However, the figures have not yet returned to pre-pandemic levels.
• The GMS approved the ratification and appointment of Mr Ramón Adell Ramón (Criteria), Mr Enrique Alcántara García-Irazoqui (Criteria) and Mr Jaime Siles Fernández-Palacios (IFM) as proprietary directors of the company for the next four years. There are still 12 members of the board of directors.
• The General Meeting of Shareholders approved a complementary dividend of 0.5 €/share, which will be paid out on 22 March. Together with the two interim dividends already paid out, this amounts to a total of 1.2 €/share drawn against the 2021 financial year, thereby meeting the commitments made previously.
• Naturgy strengthened its commitment to society in 2021 in the current situation with the launch of its Commitment Initiative to sell electricity at a guaranteed fixed price far below the existing pool, the only restriction being to offer its inframarginal output. Almost 400,000 customers have already signed up for this rate.
• Naturgy boosted its ESG commitment with a 9% reduction in direct CO2 emissions and the development of over 300 biodiversity actions in the countries where it operates. Furthermore, more than 70% of the company's suppliers are now being audited under ESG criteria and 80% of new recruits in 2021 were women, with an average age of 25.
• The company continues to analyse its Gemini Project and monitor the suitability of the initiative, while the calendar decision is subject to market conditions, regulatory visibility, regulatory authorisations and ratings results.

The Chairman and Chief Executive Officer of Naturgy, Francisco Reynés, chaired the company's Ordinary General Shareholders' Meeting, which was held earlier today in Madrid in a hybrid format (in-person and online). The shareholders approved the Annual Accounts and the Management Report for 2021, in which the forecast results were met despite a volatile energy situation.

Naturgy closed the year having achieved all its forecasts, albeit without returning to pre-pandemic levels as yet. Revenue stood at 22.14 billion euros and the ordinary margin at 5.58 billion euros, while ordinary EBITDA stood at 3.98 billion euros and the ordinary net profit at 1.23 billion euros. The company continued to improve in terms of solvency and liquidity over the course of last year. At 31 December, the net debt held by the company at year-end stood at 12.83 billion euros.

In his speech to shareholders, Francisco Reynés highlighted the milestones reached by the company despite a tumultuous macro and energy context. "2021 was a year of recovery within a context of far-reaching change in the energy sector. Recent events stemming from the invasion of Ukraine have intensified the volatility in this sector worldwide to unprecedented levels of stress. As a company committed to all our stakeholders, we have a duty to maintain our commitment to society and to continue our process of transformation in order to adapt and anticipate". At the GMS, the shareholders approved a complementary dividend of 0.5 €/share, which will be paid out on 22 March. Together with the two interim dividends already paid out, this amounts to a total of 1.2 €/share drawn against the 2021 financial year, thereby complying with the dividends policy approved by the company.

In terms of the Gemini Project, the company told its shareholders that it continues to analyse the initiative, monitoring its suitability, while the calendar decision is obviously subject to market conditions, regulatory visibility, regulatory authorisations and ratings results

The General Meeting of Shareholders reached a quorum of over 90% and nearly 800 people connected remotely.

Changes to the Board of Directors

The GMS approved the ratification and appointment of Mr Ramón Adell Ramón (Criteria), Mr Enrique Alcántara-Irazoqui (Criteria) and Mr Jaime Siles Fernández-Palacios (IFM) as proprietary directors of the company for the next four years.

There are still 12 director board members, who are as follows: Criteria, leading Naturgy shareholder with 27%, increases from two to three board members. CVC and GIP, each with a 21% stake, maintain two board members each, while IFM Global InfraCo, with a 12% stake, adds one member to the Board of Directors.

The Board of Directors has adapted its governing bodies to the new shareholding structure, respecting the legitimate right of proportional representation, and has agreed to reorganise the Board Committees, and to appoint Ms Helena Herrero as coordinating board member. All the committees will be chaired by independent members of the board.

Furthermore, the GMS approved the remunerations policy and its annual report approved by the Board of Directors at its meeting on 1 February 2022, as well as the extension to 2025 of the Long-term Incentives Plan for executives in order to stay in step with the new strategic planning scenario.

Commitment to society and the environment

Naturgy increased its commitment to society in 2021 with the launch of its CommitmentInitiative, an offer to sell electricity at a guaranteed fixed price, for which almost 400,000 customers have already signed up.

This was a pioneering offer from Naturgy and pre-dated the legislative changes in September, once again demonstrating its sensitivity to its customers. Naturgy is offering a fixed price for all its electricity generated by its fixed-cost assets, known as the inframarginal output, untying all output that does not depend on the gas price from its offer.

In 2021, Naturgy boosted its ESG commitment with a 9% reduction to direct CO₂ emissions and the development of over 300 biodiversity actions in the countries where it operates. Furthermore, more than 70% of the company's suppliers are now being audited under ESG criteria and 80% of new recruits in 2021 were women, with an average age of 25.

The company has also boosted social programmes to combat energy vulnerability through the Naturgy Foundation. In recent years, more than 137,000 people have benefited from the different initiatives run by the power company's foundation to help vulnerable households, while the energy volunteering initiative by the company has advised over 2,100 families.

Madrid, March 15, 2022