Enagás, S.A. (ENG) Earnings Call Transcript & Summary

June 30, 2020

Bolsa de Madrid ES Utilities Gas Utilities shareholder_meeting 62 min

Earnings Call Speaker Segments

Antonio Llardén Carratalá

executive
#1

Good morning, ladies and gentlemen. On behalf of the Enagás Board of Directors, which I have the honor of chairing and on my own name, I welcome you, and I do thank you for joining us today at this Ordinary General Shareholders' Meeting of Enagás which we hold electronically. My first thought at this General Shareholders' Meeting is for the people who have experienced this pandemic more closely, especially those who have lost someone beloved. I would like also to acknowledge all the employees in essential sectors who have been in the front line, working for health, our safety, services and supplies in these very turbulent months. As it is the first time that we hold a General Meeting in this way, I would like to, above all, apologize for any technical hitch we may have. In any case, the complete recording of the entire event will be at your disposal on the company's website. With me at the table, we've got CEO of Enagás, Mr. Marcelino Oreja; and Secretary of the Board, Mr. Rafael Piqueras. We also have in the room physically present, Notary Public, Mr. Francisco Calderón. For the holding of this meeting, all preventive measures recommended by health authorities have been adopted so as to protect the safety and the health of all of us who are here present and also of all those who during the previous days have carried out [ presential ] work at these headquarters. The members of our Board of Directors have joined the meeting over a remote connection. So capacity limitations mean that it is not possible for all shareholders to attend on equal footing. This, together with the recommendations to avoid large gatherings in closed spaces, makes the remote format, the only viable one in this context. This format requires a more agile and dynamic meetings such as conventional ones. So we have created the following structures: first, the secretary will inform us on the quorum and will specify the format of the General Meeting and the main items on the agenda. Then the CEO will briefly review the 2019 results. And finally, I will give a brief speech about our approach to the complex global environment caused by the pandemic at Enagás. I will also share with you our future commitments. So allow me to give the floor to the secretary.

Rafael Piqueras Bautista

executive
#2

Thank you, Mr. Chairman. Good morning. The General Shareholders' Meeting was announced on 28th May, 2020, by application in several daily newspapers with the broadcast circulation in Spain on the website of the CNMV, the Spanish securities market regulator and on the company's website. For the purpose of the call, 11.33 and associated Articles of the Corporate Enterprises Act, the Board of Director states that the announcement to proposed resolutions and other documentation at the disposal of shareholders have been permanently and consistently available on the company's website since that date. The meeting agenda is as included in the meeting announcement and is understood to have been read. The notice of meeting, likewise, states that the Board of Directors requires the presence of a Notary Public to take the minutes pursuant to Article 203 of Corporate Enterprises Act. And the Notary is indeed present at the meeting. On June 23, 2020, an additional announcement was published to notify the company's decision to hold the Ordinary General Meeting of Shareholders of the date and time and with the agenda set out in the call published on 28th May, 2020, exclusively by remote electronic means without the physical attendance of shareholders and the representatives of the shareholders. This, in accordance with the provisions of Royal Decree-Law 8/2020 of 17 March, Royal Decree-Law 21/2020 of June 9, in the order of the Ministry of Health of the Community of Madrid of 2019, after 19 of June 2020, and in the joint statement of the college of Registrars and the National Securities Market Commission published on April 28, given the risk derived from a large gathering of people that in-person holding of general meeting would imply and the health consequences that could arise. In this way, equal treatment of all shareholders as required by the Corporate Enterprise Act is assured, in turn, allowing the effective exercise of all shareholders rights, while ensuring the safety and protection of their health. If there is an outage in the electronic communication systems and services, the general meeting will be suspended for the time necessary to rectify it. The holding of the meeting will be immediately resumed after the restoration of the indicated systems and services. For this purpose, as soon as possible, information on the eventual suspension and restoration of electronic systems and services will be made public on the company's website. I also inform you that in accordance with the applied laws and regulations, the meeting will be considered held for the appropriate legal purposes at the registered office. In accordance with the notice of meeting at 12:00 hours, the start of the meeting, the register of a returning attendance of shareholders and representatives who have attend the meeting was closed. The final attendance data is as follows: shareholders present, 574, holding 14,727,205 shares, make up 5.62% of the company capital; shareholders represented, 1,769, holding 111,474,000 shares, representing 42.54% of the capital; in total, present and represented, 2,343 shareholders, owning 126,202,039 (sic) [ 126,201,205 ] shares, all with voting rights representing 48.17% of the company capital. For the record, the company is the owner of 501,946 treasury shares, representing 0.19% of the share capital pursuant to Article 148 of the Corporate Enterprise Act. The exercise of voting rights attaching to treasury shares is now suspended. Treasury shares will be computed in capital for the purpose of calculating the quarters necessary for the constitution and adoption of resolutions at this meeting. In accordance with the provisions of Corporate Enterprises Act and the company's articles of association, requirements are made for declaring the general meeting correctly constituted at the second call and for the meeting to decide on all the points on the agenda. The agenda, the literal proposals for resolutions and other documentation for this meeting were made available to shareholders from the moment of the call and are deemed to have been read. With regard to the regulation of the meeting, I would like to point out in particular that in accordance to Article 506.4 of the Corporate Enterprises Act, the report of the Board of Directors issued for the for purposes of Articles 286, 296, 308 and 506 of the Corporate Enterprises Act and the report of the independent expert other than the company's auditor for the purposes of Article 506 of said Act prepared in the context of the capital increase carried out by the company on December 20, 2019, have been made available to the shareholders. As for the implementation of the meeting of this moment on, after the speeches of the CEO and the Chairman, the Chairman of the Audit and Compliance Committee will proceed at the indication of the Chairman of the Committee to read the letter sent by her regarding the position of the committee in relation to the financial statements. Subsequently, the round of speeches will open, answering questions posed by shareholders or their representatives electronically on the terms provided in the notice of the meeting. The form of such answers will be also notified. Afterwards, the proposals on the agenda will be voted on and for which purpose, it seems that the edification available to shareholders has been read. Lastly, I would like to inform that Deloitte, as an independent expert, has carried out a review on the compliance of procedures surrounding and holding the General Shareholders' Meeting. The results of which show, except for a new -- few pending final checks that the measures and procedures applied by the company are in accordance with provisions in the corporate governance system. In addition, Enagás has obtained an iron ore certification that credits that this 2020 meeting is a sustainable event according to the relevant ISO standard. Mr. President, you have the floor.

Antonio Llardén Carratalá

executive
#3

In view of the attending data, the general meeting is declare validly constituted at second call, in order to deal with the -- with and agree on the points included on the agenda. I will now give the floor to the Notary Public.

Francisco Calderón

attendee
#4

Thank you, Mr. President. Good morning. According -- in accordance with Article 101.3 of the company's register regulation, I would like to ask to shareholders if they have any reservations regarding or objection to the statements in relation to a number of shareholders in attendance and the capital present. If that should be the case, I would request shareholders and representatives who attend electronically, to let me know through the communications to Notary Tab on the platform for electronic attendance at the meeting from the link enabled for this purpose on the company's website.

Antonio Llardén Carratalá

executive
#5

Thank you, Mr. Notary Public. The floor is now given to Chief Executive Officer, who will -- Mr. Marcelino Oreja, who will discuss the company's performance in 2019.

Marcelino Oreja Arburúa

executive
#6

Thank you very much, Mr. Chairman. Thank you for your attention, ladies and gentlemen, dear shareholders, to this remote Shareholders' Meeting. I want to be brief, and I want to make an overview of 2019's results that were already presented in February. And I will make a summary on some aspects that are relevant, such as innovation and digitalization. It's true that as of today, 30th of June 2020, the year 2019 is really far away, but I would like to share with you the -- a brief review of the highlights because 2019 was a very important year in the history of Enagás. It was an intense year with many challenges and many milestones for the company. First of all, we ended the year with a stable regulatory framework for the period 2021-2026, providing stability to our regulated revenue in Spain. Also, the demand for natural gas in Spain increased by 14%, and the use of gas infrastructures we operated with maximum efficiency and flexibility increased exponentially. In 2019, a total of 260 methane tankers unloaded at regasification plants in Spain. The volume of gas unloaded at the plants was 44% higher than the previous year. Also in 2019, we carried out the largest international transaction in Enagás' history. Our entry into the United States through the acquisition of Tallgrass Energy alongside our partners, Blackstone and GIC. As you know, a few months ago, in April, we closed the second part of the deal that we had planned. We increased our indirect interest in Tallgrass up to 30.2%. So our total investment in this project amounts to $1.623 billion -- $1.623 million (sic) [ $1.623 billion ]. The acquisition was financed with debt and equity, so the Enagás optimal balance sheet structure was unaltered. This is a pioneering transaction among European TSOs. Never a TSO had invested in the United States, and with the capital -- with this capital structure. This has been very well reset -- received, and that as a whole generates value for shareholders as the share price reflected in the days after the capital increase. Furthermore, despite the tough times we have gone through and the discussions that we're market -- applies to all companies, we have been trading above the price, the capital increase would otherwise determine. It's been a key transaction with which we will practically offset the regulatory cut and reinforce the sustainability of our dividend. As for the main figures of 2019, let me give you some highlights. First, we have been complying with all the objectives and commitments set for 13 consecutive years. Net profit after tax was EUR 422.6 million, higher than the target set. And that, thanks to our effective and efficient management of the Spanish gas system, the good economic progress of the country in 2019 and the contribution of our affiliates, especially our international subsidiaries. We have retained a strong financial position with over 80% of our debt being at fixed rate, with a financial cost of 2.1% and no significant maturities until 2022. Both Standard & Poor's and Fitch set Enagás' rating at BBB+ with a stable perspective, in line with other similar companies and European TSOs. And finally, as we had committed, we have increased our dividend again by 5%. Also in 2019, we have made progress on projects related to decarbonization, both for renewable gases and to help promote new users of LNG, especially as an alternative fuel for ships and trucks. A representative example is the development of the CORE LNGas hive and LNGHIVE2 projects, led by Puertos del Estado and coordinated by Enagás which have mobilized investments of more than EUR 138 million. In 2019, in Spanish ports, a total of 195 liquified natural gas supply operations were carried out in Spanish ports, tripling the 2018 figures. I've given an overview of only the main milestones of a historical period, in which the work of all the company's professionals has been keen. Without their effort and dedication and theirs and their families, this would have not been possible. So thank you to all Enagás' employees. Let me now focus on 2 key axis for Enagás in the current context, digitization and innovation. Our process for digital transformation allows us, as has been proven in the recent months, to adapt quickly to the context in which we operate. And we have done so, first, by strengthening and developing the digital capabilities of employees to promote new ways of working that are more agile, autonomous and coordinated, a process in which we must continue to strive to anticipate to new needs. The employees' response is once again amazing and has allowed us to go faster. Thanks to all the progress we have made in these months of the state of the emergency, the company has been able to function normally, and all employees whose physical present was not essential, has been -- have been able to work remotely. Secondly, through advanced data analysis that maximize the value of our data and improved decision taking and allows for greater optimization of the value chain and therefore, a greater efficiency of our processes. And I do believe that digital formation will generate new opportunities for new sources of income in the midterm that will provide support to the future vision of the company, both in the development of nonelectric renewable energy and in the adaptation of our infrastructure for transport. Secondly, I'd like to talk about innovation. In recent years, through a culture of innovation and continuous improvement, Enagás has taken steps to adapt, evolve and transform, focusing on technological innovation basically on 2 areas. Improving various aspects of the company's current activity, such as energy efficiency, energy self-generation, gas measurement and operational safety. These, of course, for gas. The analysis and development of technologies and activities that are the path towards our future of edification and that can create value from infrastructures and/or the company's own know-how, such as production, analysis, certification and transport of renewable energies, the supply of gas to ships or development of new fiber optic networks. With regards to promoting innovation throughout Enagás Emprende, we have our corporate entrepreneurship and open innovation program, which is seeking to innovate -- which seeks innovative solutions to move towards a more sustainable energy model. The last call for proposals, Ingenia Energy Challenge, which this year was open for the first month for -- to external talent to receive -- received in 2 months, 116 ideas, of which 29 were proposal coming from Enagás employees. Let me highlight that there are 7 start-ups already established within the framework of the corporate entrepreneurship program, to which we must add the support of Enagás and investor in foreign external ventures, all focused on improving the efficiency, competitiveness and sustainability of the energy sector. Enagás always has a proactive attitude. And with the current energy transition environment, this is more true. And it must support innovation and digitization to move towards a decarbonized model. Among the startups we are participating, let me highlight a few of them in order not to take much time. But SEA, the company has made it possible to reduce measurement differences in the transmission network and by means of artificial intelligence and Big Data in the transportation -- in transport of gas. The second one is Scale Gas, which has already invested in 12 gas stations, LNG gas stations, and we'll start the first hydrogen station for passenger cars in August. It has also been awarded the first ship to supply gas to ships in Barcelona. And E4E, in order to give you another name, has already started construction works on the cold use plant in Huelva. So this can be supplied to fridge storage in the port. In fact, during the COVID crisis, this last crisis and in collaboration with other companies, we have launched a Positive Energy entrepreneurship initiative, initiative Positive to help mitigate the economic and social impact. As I was saying, it's called entrepreneurship initiative Plus -- or Positive. The entrepreneurs are the ones we must have in mind because some see half full or half empty glasses, but we must count on them. As I said, we have many challenges and had to adapt our ways of working, our way of facing up to challenges and be increasingly flexible and agile. At Enagás, we have been working in that direction for some time already. I want to thank the Chairman and the Board of Directors for their trust and support another year, and I'd like to thank the dear -- you dear shareholders for participating at this meeting and placing the -- your trust in Enagás. Thank you very much. I now give the floor to the Chairman.

Antonio Llardén Carratalá

executive
#7

Thank you very much, Marcelino. Once again, ladies and gentlemen, thank you for attending this General Shareholders' Meeting in a remote version. For me, it is always an honor to address you. Fortunately, and after 4 very hard months for everyone, we can say that in Spain, we are in a better situation right now from the health perspective. However, the high cost in human lives makes it essential that prudence and responsibility continue to guide all our steps. A few days ago, in a speech, I referred to these crisis as the 3R crisis. And 3R -- and I asked Professor [indiscernible] to allow me to use this title. 3R is resistance, recovery and reinvention. And on these 3 axis, I'm going to structure now my speech. The first phases since the beginning of the pandemic, the objective has been to resist. At Enagás, the priorities were very clear. First, resistance of our employees to protect the safety, health and well-being of our people, starting with our professionals and their families and continuing with all our stakeholders. The second, resistance of the gas system on which the global energy system of Spain is based, continuing to providing the essential energy supply service, which has been a key access for Enagás. To these 2 priorities, we add our commitment to contribute in solidarity and to the extent of our possibilities to mitigate the social impact of the pandemic. From the beginning of the situation, we've started a contingency plan with a wide range of measures that we have been updating and applying rigorously. In all tele-workable positions, we have implemented teleworking. In jobs where physical presence was essential, we have taken exceptional measures, such as rearranging all shifts, making our 2 control centers to work in parallel, separately for safety measures. We have carried out tests on -- health tests on all the professionals at each shift changeover in the infrastructures and control centers to prevent contagion. We have carried out a total of 1,892 tests between Enagás' professionals and contractor employees. Thanks to the early detection plan in coordination with the health authorities and according to the measures taken, the percentage of positive results have been 3.1%, which is slightly below the country's -- average of the country, which is at 5.2%. In the implementation of this plan, we have had the conceptional collaboration of the workers' representatives, whom I want to thank them for their full commitment. Thanks to other measures taken, the Spanish gas system has operated normally, despite the adverse conditions. We have had no incidents whether occupational, technical or operational. Regasification plants have operated at a normal utilization level. This has been said by CEO. Since the beginning of March and until the end of the state of emergency, a total of 74 methane tankers unloaded at the regas plants in Spain. The 12,000 kilometer gas pipeline network with the 19 compression stations have operated without incident. We also have injected gas into the 3 storage facilities Seagull, Yela and Serrablo -- Gaviota, Yela and Serrablo, leveraging this this changing of low prices in global markets and to be prepared before possible future needs. The operation of the gas system has been carried out efficiently and with absolute flexibility to adapt to the needs of demand at all times and to ensure that natural gas arrived where it was needed. We have also closely followed the situation of all the countries in which we were present, working to ensure the energy supply. As pointed out at the beginning, another line of our actions that we have respected is to contribute within our possibilities to mitigate the economic and social impact of COVID-19. Thus, we have promoted and participated in solidarity initiatives with the aim of helping to alleviate the adverse effects of this health crisis on society, especially on the most vulnerable. As an example related to this General Shareholders Meeting, we have donated the traditional gift, which this year consisted of a batch of nonperishable food to the Food Bank. During these months, the company's focus has been on resisting, and I think that we can say that the company has managed to resist correctly. The challenge facing COVID-19 is not only the one that has occurred during this month of health alert, but the one that now lies ahead. The challenge we now face means that the companies have to rise to the challenge and be able to contribute to the recovery without leaving anyone behind. The mission of the companies is the key to face the future. And we understand that our mission in terms -- we understand our mission in terms of commitment, but which are our commitments? First of all, with our employees, mainly throughout our firm commitment to employment, we want to maintain jobs. That is a clear priority for us. In the first 6 months of the year, 83 new employees have joined the company. The Chairman of the European Central Bank, a few days ago warned the European leaders that the worst blow is yet to come with the rise of unemployment. And in this context, I believe that large companies to the best of their abilities owe a responsibility in this regard. At Enagás, we are crystal clear on this, and our commitment is to provide quality employment. 97% of our contracts are permanent contracts. In line with this commitment, this is a very good piece of news, we just signed the third collective agreement of Grupo Enagás S.A. for the period 2020-2023. It provides a stable framework for 3 years in a situation which is full of uncertainties. This agreement was signed about 3 or 4 days ago. And I do believe that for everyone at Enagás and for environment, for our shareholders, it is a very positive signal of rigor and that we can become. The second is the commitment to our suppliers. So we have got television thirst because of the heart of the spotlights, right? So commitment to our suppliers. In a role such as that of Enagás', many of our suppliers are critical. We have tried to contribute to maintaining the employment of our critical suppliers. To do this, we have taken different measures such as expanding bill payments or maintaining -- expediting billed payments or maintaining current service contracts. As far as possible, we will continue to do so in the future. We are also committed to our clients, big companies that use Enagás' infrastructures to sell and to provide fuel, natural gas and other services. How have we done this? Well, we have maintained the maximum effectiveness, efficiency and safety in the operation and management of the Spanish gas system. Our infrastructures are at the forefront of efficiency in Europe. As the CEO has pointed out during his speech in 2019, our infrastructures had very high levels of utilization as a consequence of a historical increase in demand, 14%. 2020 also started with high demand that then decreased due to the pandemic or due to the economic crisis that derived from the effects of the pandemic. So the decrease in conventional demand, which is the one that better represents the performance of the economy since it includes industry, shops and SMEs, has come to full at times during the state of emergency by over 20%, almost 24%. It seems that, that has bottomed, and in the last weeks -- in the recent weeks, we are seeing a progressive recovery, and it is now around 10% less than the previous year. So in order to understand the situation, we are maintaining 90% of industrial demand compared to last year electric, the data that was published yesterday is around 91%. So I think that really, the economy in the country is getting to slowly recover itself at a certain rhythm, but we are optimistic. We have adapted as well to the new needs of our clients and to the change in paradigm that the situation has caused. So far this year, over 70% of the gas that reached Spain has been shipped by ship to the regasification plants. The CEO was mentioning that previously, in the past, we used to have 1/3 of the demand as an average would reach our gas plants and third through gasoduct, but during the crisis, it has been quite the opposite. So due to global reasons -- globalization, most of our supply, 2/3 has gotten to the plant and 1/3 through the initially channel that was a majoritary channel. So we are in constant communication with all the agents to adapt our operation to their current needs and to their future needs because we provide an essential public service. Fourthly, the commitment that we have to our shareholders, to you. At Enagás, we have investment funds from the world over, and we are very satisfied of that, but we also have a total of, as of today, 72,402 minority shareholders. Those are people, people who trust in the company, and we have a special commitment to them. They are what we call our major minority shareholders. So thank you very much for your trust. During these months, the world stock markets have experienced, as you have seen, certain setbacks that have, once again, led us to the stock indices that are near all-time lows in the context of enormous volatility. In this turbulent context during the months of the state of emergency, Enagás' stock has had a better performance on the IBEX. It has outperformed the benchmark sectorial indices and we have had better results than other European companies that are comparable to us. Since the beginning of the year, the performance of Enagás is substantially better than that of the IBEX, and the performance of Enagás' share is amongst the best stocks of IBEX 35 and amongst the best energy companies. Actually, yesterday, we closed being the 7th, I believe, out of 35. And from that point of view, I think that we are, I'd say, in a positive situation. This is positive data, but in such an uncertainty context, we have to be very humble. Our CEO has mentioned it, the capital increase that we carried out at the end of 2019 for the acquisition of a stake in the U.S. company Tallgrass came to show the confidence, the great confidence that our investors have in the company. When we proposed the increase, it was a priority to maintain the value for our shareholders, and we didn't want to dilute it. Well, the day after the increase, each share had a higher price than before the operation. During this General Shareholders Meeting, we are submitting for your approval, by the way, a total gross dividend of EUR 1.60 per share out of 2019's profit. Today, we are proposing to this General Shareholders Meeting, the approval of a complementary dividend of EUR 0.96, that would become effective on July 9. And which would join to the interim dividend of EUR 0.64 gross per share that has already been paid in the month of December -- at the end of the month of December. In our last strategic update, we ratified the dividend policy that we established for the period that will finish in 2023. So we will maintain our dividend increase at 5% in 2020 and at 1% per year for 2021, 2022 and 2023. From 2024 onwards until 2026, with the data that are available to us nowadays, we are committed to maintaining a sustainable dividend of EUR 1.74 per share. To keep on offering an attractive remuneration to our shareholders is one of our main priorities. As a European TSO, we also have a commitment to our regulators. In 2019, as you all know, and actually, Mr. Marcelino Oreja pointed that out previously, there was a regulation passed for Enagás' activities in Spain until 2026. It is still a priority nowadays to maintain the dialogue and collaboration with Spanish regulators and community regulators to be able to face future challenges. I am now going to refer a bit to this. We are convinced of the fact that in the next 2, 3 years in Europe and each of the member states, there will be reflection regarding energy aspects and gas and energy transition. This is a very important topic, where we are following up on the debates, and we will participate in them. These future challenges include the most important one of them all, our commitment to the environment. I have left this point for the end because it considers many different fields. If -- it refers to this reinvention that I was referring to at the beginning of my intervention. Our commitment to the environment also goes through the commitment to decarbonization and our objective of achieving carbon neutrality by 2050 that we announced in February with the result presentation. But the decarbonization is not possible just with electrification because there are certain sectors of the economy that are very difficult to electrify. As the CEO has mentioned, Spain has positioned itself in 2019 as a benchmark for the decarbonization of maritime transport internationally by introducing LNG as an alternative fuel. With the use of LNG as a maritime fuel in Spain, we could reduce around 2 million tonnes of CO2 over the next 10 years. This is the equivalent to introducing over 1 million electric vehicles. This is just a very specific example. And what we know is that the recovery that we were mentioning previously has to be framed in the context of ecological transition as a lever for change. And this is also, fortunately, the position of the EU with its Green Deal that stands as one of the pillars to sustain the recovery of the Union. This European road map actually coincides generally in a positive way with the draft law on climate change and energy transition that the government in Spain is currently debating at the parliament. So this is why this new law promotes the development and use amongst many other things of renewable gas such as biogas, biomethane and green hydrogen. In that sense, the European Commission has recently presented a recovery plan with a very specific asset focuses on the energy sector that is actually -- that actually has green hydrogen as its protagonist, positioning itself as a clear recovery vector. This plan implies a commitment of producing 1 million tonnes of clean hydrogen with the aim of reducing its production costs. It also includes investments in infrastructure in order to stock and transport hydrogen and to adapt our gas networks for the transport of low-carbon gas. At Enagás, we currently have an infrastructure portfolio that has enough capacity and geographic backbone to connect potential production points and consumption points. Amongst other initiatives we have presented to the European Union quite recently in collaboration with other companies, an ambitious program for the deployment of renewable hydrogen in Spain, which could also supply part of Europe, if necessary and if possible. This is what we call the Green Crane Project, which includes a set of initiatives that allow positioning the countries of Southern Europe as leaders in the generation of green hydrogen. This project will allow us to decarbonize more sectors and strengthen the European energy system as well as position Spain as a benchmark and gateway for hydrogen in Europe, with existing storage and transport facilities that already exist. But also, it will bring new relocated industrials -- I'm sorry, new relocated industrial activities within Spain and the European Union that might contribute to promoting the industrialization. Innovation is a fundamental factor for decarbonization because it will allow for it to be sustainable. Without innovation, this process might not be sustainable. And for that to happen, we need to face it without any preconceived ideas and without excluding any technologies, either the -- amongst the existing ones or those that may be created and arise. I don't want to finish this point of our commitment with the environment without recalling that Enagás is at the top in the main sustainability indexes and in the field of ESG, environmental, social, governance. So these are environmental factors, social factors and corporate governance factors. I will not detail them this year, but you can obviously look at them in the presentation. These are recognitions that we are very proud of and that encourage us to continue improving every day. And I will finish my intervention by highlighting the importance of having solid pillars in an environment where uncertainty is now a constant. Although we sail through a stormy sea, our foundations as a company are solid. Our purpose is firm. And we have a great team of professionals who are carrying out an extraordinary performance, their responsibility and commitment to the vacation of public and essential service provided by the company is being admirable. So once again, thank you to the great professional teams that Enagás has. We started 2019 in the midst of a regulatory uncertainty, and it was resolved at the end of December 2020 -- I'm sorry, the end of December 2019 and half of the year 2020 has been a world wind of instability in every way, the world over due to this terrible pandemic. In this context, Enagás is remaining solid. Thanks to a rigorous strategy that is supported by a clear purpose and that is very, very far from a short term approach. And this obviously involves a huge responsibility before the challenge that we have ahead. It is a challenge that with your support, we are more than willing to accept with a commitment to be active agents of economic reactivation. Ladies, gentlemen, dear shareholders, I end my speech with my thanks to the Board of Directors, my full thanks to the Board of Directors and its 2 work committees for their work, for their commitment, and I thank you all shareholders for your support and your trust. Thank you very much. Okay. Since I don't have all of our audience in front of us. I understand that we can now go to the next point. So first of all, and in compliance with the legal and statutory requirements, the financial statements of both Enagás S.A. and its consolidated group are submitted for examination and approval by the shareholders. I give now the floor to the secretary, who, the indication of the Chairman of the Audit and Compliance Committee will explain the basis of these proposals.

Rafael Piqueras Bautista

executive
#8

Thank you very much, Mr. President, Mr. Chair. By indication, and on behalf of the President of the Audit and Compliance Committee, Ms. Isabel Tocino, I will now proceed to read the letter she sent us regarding the position of a committee that she presides over with respect to the annual accounts, which reads as follows: dear shareholders, the accounts that are submitted today for approval at the General Shareholders Meeting, today, were drawn up by the Board at its meeting on February 17, 2020, based on a prior favorable recommendation by the Audit and Compliance Committee, to which they were submitted being duly certified by the Chairman and the Financial Director of Enagás. The company has an internal control system for financial information, which was certified by the external auditor to be working correctly in financial year 2019. The company's management bodies consider that the accounts that were drawn up are a faithful and appropriate rendering of the company's assets and the financial results for the year. Likewise, in the management's judgment, the accounts contained the information that is required for suitable understanding and also a sufficient description of the company's risks, all of this with the utmost respect to compulsory accountancy regulations and generally accepted principles. The consolidated management report includes the nonfinancial information statement with the content determined by Law 11/2018 dated December 28, the external auditor's report on the company accounts is favorable without any reservations. Lastly, I would like to inform you that both the external auditor and the audit and compliance committee have issued their respective favorable reports regarding the independence of the external auditor. The report of the committee has been made available to you at the time of the call of the meeting. Thank you very much for listening. Isabel Tocino, Chair of the Audit and Compliance Committee.

Antonio Llardén Carratalá

executive
#9

Very well. Once the reading of the brief sent by the President of the Audit and Compliance Committee has been read, we now open time for interventions. I would once again like to thank those 2 committees of the Board for their work during the whole year and during this first part of the year 2020. The secretary will now proceed to read the interventions of the shareholders and representatives who attend electronically have made through the company's website. Mr. Secretary.

Rafael Piqueras Bautista

executive
#10

Questions have been formulated by the following shareholders: Mr. [ Arthur Tercera Martín ], who proposes that the complementary dividend that is under the third proposal on the agenda be recognized for the shares issued on the occasion of the capital increase carried out at the end of this year, but only in the proportional part of their existence during 2019. He also says he disagrees with the proposals relating to items 6, 7 and 8 on the agenda. On the other hand, Mr. [ Adrian Jimenez Martinez ] asks about the profit that we will get by increasing the number of board members since this will be a higher economical cost. And he also wonders about the specific value-added by these candidates since they don't have enough experience in the gas sector. He also wonders about the position of the company with regards to the reduction of the percentage of representation of women in the Board of Directors and he lastly asks whether the company has considered taking into account the paragraph 6.6 of the agenda to do some sort of amortization of its equity to reduce the shares?

Antonio Llardén Carratalá

executive
#11

Yes. I'm going to try and answer to these questions that have been formulated. Some of them have some common topics. Well, first of all, when this meeting was called, all shareholders were given access to extensive information that includes not only the reports of the Appointments and Remunerations Committee and the Board of Directors about the reasons that justify the increase in number of directors, but also the profiles and -- well, the CVs of the candidates that have been proposed. So please allow me to highlight that we find ourselves in exceptional circumstances and consequences that are difficult to foresee, so that makes it necessary according to the Board of Directors to reinforce the said body, adding to the talent that we already have some profiles that are more adequate to this new situation. All of this for the purpose of contributing to guaranteeing the continuity of the essential services that Enagás has attributed and its strength as a listed company. The profiles that have been proposed and that have a long experience and deep knowledge of the energy sector are considered adequate for that reinforcement. And we are convinced that most shareholders will understand that. Another specific topic was the modification that was proposed in 0.66 (sic) [ 6.6 ] the possibility of distributing dividend in kind. Well, this is a technical improvement of our bylaws that we do without the company having any immediate intention of using it, although maybe in the future, we might need it, but we did see that most listed companies, not to say all companies had this aspect regulated as well. And we thought it was correct to just add it. And on the other hand, Mr. [ Tercera ] in one of his questions -- well, first of all, I'm really happy that he is here with us, once again, in our General Shareholders Meeting even if it is remotely, and I thank him for his best wishes because he has shared his best wishes for health and that of our families. Well, this complementary dividend, as you, yourself, Mr. [ Tercera ] mentioned in your question is completely legal. What Mr. [ Tercera ] is saying is just an idea, obviously, but the law does not include it is that the complementary dividend were to be proportional to the time that a shareholder has had his shares, for instance, during a year. Well, the Spanish law, and according to what I know in most countries does not do that. It is a law that establishes that any shareholder who sells their shares, and if someone else is to buy it, then if after that moment, there is a payout of dividend, that dividend will be received by the holder of the shares and not the seller of those shares. That is the law, and we simply abide by it. We simply respect the law, and that is it. So in any case, I thank you for the questions that have been asked to me. And now I believe that we should now -- due to technical reasons, we are trying for the General Shareholders Meeting to not last too long. We are now going to proceed to the voting of the proposals that were submitted at the General Shareholders' Meeting. Mr. Secretary will read each of the proposals that are submitted for the approval of the Shareholders Meeting that were available for the shareholders to read.

Rafael Piqueras Bautista

executive
#12

Thank you, Mr. Chairman. The shareholders and representatives attending electronically, I reminded that they will be able to cast their votes on the resolution proposals included in the agenda until the reading of the last resolution proposal submitted to a vote. The votes issued before the meeting via the procedure set out in the announcement for the purpose have already been counted for. First proposal. To approve the annual accounts and management report for the financial year from January 1 and December 31, 2019, for Enagás S.A. and its consolidated group.

Antonio Llardén Carratalá

executive
#13

In view of the data provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#14

Second proposal, approve the consolidated nonfinancial information statement included in the Enagás Group management report for the year 2019.

Antonio Llardén Carratalá

executive
#15

In view of the information provided to the Bureau of the Board, this proposal was also approved by the necessary majority.

Rafael Piqueras Bautista

executive
#16

Third proposal, to approve the application of the profit of Enagás S.A. in financial year 2019 according to the distribution proposal made by the Board of Directors under the terms of the agreement, whose full and literal text has been available to shareholders since the meeting announcement.

Antonio Llardén Carratalá

executive
#17

Considering the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#18

Fourth proposal, to approve the distribution of an extraordinary dividend charge to freely available reserves under the terms of the resolution, the full and literal text of which has been made available to the shareholders ever since the announcement of the call to this meeting.

Antonio Llardén Carratalá

executive
#19

In view of the information provided to the Bureau of the Board, this proposal has been approved by the necessary majority.

Rafael Piqueras Bautista

executive
#20

Fifth proposal, to approve the performance of the Board of Directors of Enagás S.A. during the 2019 financial year.

Antonio Llardén Carratalá

executive
#21

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#22

Proposal 6, modification of certain articles of the bylaws and the incorporation of a new article. The following proposal shall be voted on separately: 6.1, modify Article 27 to provide for attendance at the meeting by electronic means.

Antonio Llardén Carratalá

executive
#23

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#24

6.2, modify Article 35 to increase to 16, the maximum number of members that can serve on the Board of Directors.

Antonio Llardén Carratalá

executive
#25

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#26

6.3, to modify Article 39 to provide the -- for attendance at Board meetings by electronic means.

Antonio Llardén Carratalá

executive
#27

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#28

6.4, modify Article 44 to increase to 7, the maximum number of members that can make up the Audit and Compliance Committee.

Antonio Llardén Carratalá

executive
#29

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#30

6.5, modify Article 45 to modify the name of the Appointments, Remuneration and Corporate Social Responsibility Committee which will be renamed to Sustainability, Appointments and Remuneration Committee and increase the maximum number of members thereof to 7, modifying accordingly Articles 22 and 37 to adapt its working -- its wording sorry, to the new name of the committee.

Antonio Llardén Carratalá

executive
#31

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#32

6.6, introduce a new Article 53.bis to expressly provide for the possibility of distributing dividends in kind.

Antonio Llardén Carratalá

executive
#33

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#34

Proposal 7th, modification of Articles 9 and 11 of the regulation of the General Shareholders' Meeting to provide for attendance at the meeting by electronic means.

Antonio Llardén Carratalá

executive
#35

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#36

Proposal 8, to appoint and reelect members of the Board of Directors, the following proposal shall be voted on separately: 8.1, to reelect as Board members Sociedad Estatal de Participaciones Industriales, SEPI as a proprietary director.

Antonio Llardén Carratalá

executive
#37

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#38

8.2, to appoint José Blanco López as Director for the bylaw mandated period of full year and he will have the status of Independent Director.

Antonio Llardén Carratalá

executive
#39

In view on the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#40

8.3, to appoint for 4 years, Mr. José Montilla Aguilera as Independent Director.

Antonio Llardén Carratalá

executive
#41

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#42

8.4, to appoint as Director for the bylaw mandated period of 4 years, Mr. Cristóbal José Gallego Castillo who will be an Independent Director.

Antonio Llardén Carratalá

executive
#43

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#44

After these appointments and reelections, the number of Directors is fixed at 16. Proposal #9 to grant authorization to the Board of Directors in accordance with Article 149 of the Spanish Corporate Enterprise Act concerning the possibility of acquiring own shares.

Antonio Llardén Carratalá

executive
#45

According to the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#46

Proposal 10th. To approve for the purposes provided in Article 529 novodecies of the consolidated text of the Corporate Enterprise Act and in Article 36 of the bylaws, the modification of the directors' remuneration policy for years 2019, 2020 and 2021, for the sole purpose of modifying the annual maximum limit of the remuneration of the Directors in their capacity as such, to adapt it to the new composition of the Board of Directors and its committees.

Antonio Llardén Carratalá

executive
#47

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#48

11th proposal, an advisory vote is proposed to the General Shareholders Meeting on the annual directors' remuneration report, which has been made available to the shareholders for the purpose of Article 541 of the amended Corporate Enterprise Act.

Antonio Llardén Carratalá

executive
#49

In view of the information provided to the Bureau of the Board, this advisory proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#50

Proposal 12, the General Shareholders' Meeting is informed of the modifications introduced in the organization and functioning regulation of the Board of Directors of Enagás S.A. in order to adapt it to the criteria and basic principles of Technical Guides 3/2017 and 1/2019 of the CNMV and the modifications regarding nonfinancial information and diversity that were introduced in the corporate Enterprise Act by Law 11/2018. In the websites -- in the company's website, you will find the report justifying the Board of Directors regarding these modifications available.

Antonio Llardén Carratalá

executive
#51

And this point is just for informational purposes, so it is not subject to vote.

Rafael Piqueras Bautista

executive
#52

13th proposal, to delegate to the Board of Directors, its Chairman, its Secretary and each of its members, the powers required for executing and formalizing the agreements adopted by the General Shareholders Meeting, all of these under the terms of the resolution, whose full text has been made available to shareholders.

Antonio Llardén Carratalá

executive
#53

In view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority.

Rafael Piqueras Bautista

executive
#54

At this time, the telematic voting period for the proposed resolutions regarding the items on the agenda ends. When this meeting is -- since this meeting is held electronically, detailed information on the specific number of votes in favor and against and abstentions in relation to each of the resolutions submitted will be published on the corporate website within the next 5 days in according -- accordance with Article 529 -- I'm sorry, 900 -- 525 of the Corporate Enterprise Act.

Antonio Llardén Carratalá

executive
#55

And once the voting is over, I wish to end my intervention with my thanks to the Board of Directors which I have the honor of presiding over. And to all of you, ladies and gentlemen, shareholders and shareholder representatives for your electronic attendance at this meeting and for your trust in Enagás. I do not want to close this General Shareholders Meeting without repeating once again what I said at the beginning which is to express my solidarity, the solidarity of the entity that I preside over with society in general and with all those who have been affected by COVID-19's pandemic. And I also would like to express once again, my thanks to our employees, our clients, our shareholders, our suppliers and those who make our activity possible. Thank you very much. The meeting ends. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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