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

May 27, 2021

Bolsa de Madrid ES Utilities Gas Utilities shareholder_meeting 53 min

Earnings Call Speaker Segments

Antonio Llardén Carratalá

executive
#1

Good morning, ladies and gentlemen, dear shareholders. On behalf of the Board of Directors and on my own behalf, I want to thank you for having connected to this General Shareholders Meeting. As Royal Decree-Law 5/2021 of 2021 March 12 and as a company for which health and safety is a priority, this year, we also celebrate our shareholders meeting electronically, remotely. I trust the next year, we -- most of the population vaccinated, we will be able to meet in person. This is a commitment we want to abide by. And therefore, once again, in the future, have potential shareholder meetings. A year ago, we held this general shareholder meeting in an environment of total uncertainty about the future. Today, we can see the light at the end of the tunnel. But we're still inside the tunnel, but sign that everything is changing at a frantic pace. In this case, thanks to science and to research that have made possible to have vaccines for COVID-19 in record time and [ energies ]. This, of course, highlights once again the importance of people, scientists, researchers and also people that previously in the toughest months of the pandemic worked, health personnel, security services and all the people who have worked every day in adverse situations, providing essential services. As is the case of Enagás staff, they are very important. 1,344 people that work at this company have made it possible for energy to reach the places where it was most needed during every hour of the day and every day of the year. That's why today before our shareholders, my first words want to recognize and thank these men and women who are part of Enagás. Thanks to the entire team and congratulations for a well done job. It's Enagas' people and their commitment what allow me to talk about the future in my intervention. But first, Secretary General will report on the forum and the main items on the agenda for this meeting. And then the CEO will give an overview of the results and milestones of the year 2020. So I do have to apologize in advance. Should we have any technical accident because we're going to record the entire event, which will be at your disposal on the company's website. We have at the table, CEO of Enagás, Marcelino Oreja; and Secretary of the Board, Mr. Piqueras. We also have in the room physically present, Notary Public, Mr. Francisco Calderon. The members of our Board directors have joined us with a remote connection. So let me now give the floor to the Secretary General of the Board of Directors.

Rafael Piqueras Bautista

executive
#2

Thank you, Mr. President. Good morning. The shareholders meeting was announced on April 21, 2021 by publication in one of the daily newspapers with the broadcast circulation in Spain on the website of the CNMV and the Spanish securities market regulator and on the company's website. For call purposes of Article 11.33 and associated Articles of the Corporate Enterprises Act, the Board of Directors states that the announcement, the 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 to take the minutes pursuant to Article 203 of the Corporate Enterprise Act. And a notary is indeed present at this meeting. This meeting has been held totally online without the physical attendance of the shareholders or the shareholders' representatives. This is in accordance with the provisions of Royal Decree-Law 5/2021 of March 12 and given the risk derived from the gathering of people combined in personal general meeting and the health consequences that could arise therefrom. In this way, equal treatment of all shareholders as required by the Corporate Enterprises Act is assured, in turn, allowing the effective exercise of all shareholders rights while ensuring the safety and protection of their health. If there's any outage in the electronic communication systems and services, the general shareholders meeting will be suspended for the necessary time to rectify it. The meeting will be immediately resumed after the restoration of indicated systems and services. For this purpose, as soon as possible, information on the eventual suspension and restoration of our electronic system and services will be made public on the company's website. I also inform you that in accordance with applicable laws and regulations, this meeting will be considered held for the appropriate legal purposes at the registered office. In accordance with the notice of meeting, at 12 p.m., at the start of the meeting, the register of the electronic attendance of shareholders and representatives who attend the meeting was closed. The final attendance data is as follows: shareholders present, 314 holders of 15,013,482 shares represent 5.73% of company capital; shareholders represented 1,662, owning 130,261,594 shares, which make up 43.33% of the company capital. In total, attendance, shareholders present and by proxy 1,960 shareholders that represent with all 48.96% of company capital or shares with the right to vote. 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 suspended. Treasury shares will be computed in the capital for the purposes 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, the requirements are met 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 of this meeting were made available to shareholders from the moment of the call and are deemed to have been read. As for the implementation of the meeting from 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 to the position of the committee in relation to the financial statements. Subsequently, the round of speeches will be 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. For which purpose, it is assumed the documentation available to shareholders has been read. Lastly, I would like to inform you that Deloitte as an independent expert has carried out a review of the compliance of procedures for announcing and holding the General Shareholders' Meeting. The results of which show, except for a few pending final checks that the measures and procedures applied by the company are in accordance with the provisions in its corporate governance system. In addition, Enagás has obtained the iron ore certification that accredits this 2021 shareholders meeting as a sustainable event according to the relevant ISO standard.

Antonio Llardén Carratalá

executive
#3

Well, perfect. Once knowing the attendance data, we declare validly constituted the share -- the meeting at a second call, in order to deal with and agree on the points included on the agenda. Let me now give the floor to the Notary Public.

Francisco Calderón

attendee
#4

Good morning. In accordance to Article 101.3 of the company's register regulations, I would like to ask shareholders if they have any reservation regarding or objection to the statements in relation to the number of shareholders in attendance and the capital present. If this is the case, I will request shareholders and representatives who attend electronically, to let me know through the communication to the Notary Tab on the platform for the electronic attendance at the meeting from the link enabled for this purpose on the company's website. I will now give the floor to the Chairman.

Antonio Llardén Carratalá

executive
#5

Thank you, Mr. Notary. The floor is now given to the Chief Executive Officer, Mr. Marcelino Oreja, who will discuss the company's performance in 2020.

Marcelino Oreja Arburúa

executive
#6

Thank you very much, Mr. Chairman. Ladies and gentlemen, thank you for your attendance at this remote General Shareholders meeting, which I also expect that we will be able to hold in person next year as the Chairman was saying. The address will be brief, and I will focus on the following topics: Enagas' good performance in 2020; the good performance of our affiliate; and 2 of the company's main levers of change and growth, digitalization and innovation, which are more necessary than ever in the current environment. It is with pride that we can say that in a year as difficult as 2020, Enagás has met its targets for the fourth year -- 14th consecutive year. As we have withstood this health, economic and social crisis, and we have done so while contributing to the energy security of Spain and of other countries where Enagás operates, ensuring a normal provision of an essential service for society with 100% technical and conversion availability of the Spanish gas system and meeting the second largest demand for natural gas in Spain since 2012. The main figures are as follows. We've earned net profit of EUR 444 million, 5.1% more than in 2019. And then we exceed our goals, thanks to a, first, flawless continuous operation of our infrastructure, greater operational and financial expense control, the contribution of EUR 174.8 million of our affiliates, which was nearly 8% more than in 2019 and a positive nonrecurring financial result of EUR 18.4 million in 2020. We closed 2020 with a high liquidity position of EUR 2.473 billion. Over 80% of our debt is at fixed rate. Standard & Poor's and Fitch hold our ratings at BBB+, in line with similar companies. And we've maintained our commitment to shareholder remuneration, the commitment we have with you. And we have increased the dividend by 5% as expected. To conclude, in a year in which many companies saw major impacts in their numbers, at Enagás, we've been able to meet all our targets and even to surpass them. My gratitude goes out to all Enagas' professionals because this has been possible only thanks to them and the incredible effort, commitment and resilience that they have shown. The pandemic has particularly highlighted something we already knew, Enagás has an exceptional team. And the team inside and outside Spain, which has spared no effort in ensuring that our international affiliates have continued to perform well, and that have contributed significantly to the security of energy supply in their respective countries. One of the major milestones of this year was the start in November of the commercial operation of European gas pipeline, the Trans Adriatic Pipeline after more than 4 years of construction. It is a key infrastructure for European energy, diversity and security. But to date, in 2021, it has reached the final completion date, whereby the lender banks have released the guarantees provided by the shareholders in the construction phase, and it has already started to contribute significantly to Enagas' income. In the same area, through our affiliate DESFA, in Greece, in 2020, we've accelerated 2 new assets. We are a shareholder of the LNG Alexandroupolis plant. And through that, in Kuwait, we were awarded the contract for the integrated management of the Azur plant, one of the largest regas plants in the world. In U.S., in a bad year for oil and gas, our affiliate, Tallgrass Energy, had a very good performance, which has allowed us shareholders to distribute them a dividend of $91 million in 2021. Now the energy market is recovering, and Tallgrass is optimistic about reaching the high end of the financial targets set for 2021. In March, we announced, regarding Tallgrass, a strategic alliance between Tallgrass and Bridger Pipeline, a subsidiary of the 2 companies group, as the second-largest pipeline operator in Bakken Basin. In 2020, we have confirmed the following, among other things, that it is crucial to be ready to be able to adopt to uncertainty and to the most difficult conditions and that digital transformation is critical for the survival of the business, both big and small businesses. At Enagás, we were already very digital, and that has enabled us to continue the company's normal activity from the start and to have a large part of the workforce start teleworking from one day to another overnight. In 2020, we intensified and accelerated the process of digitalization. First, we're training to prevent the emergence of a digital divide among Enagás' professionals and to facilitate their adoption, thus boosting their digital skills and also making digitalization leaving no one behind. With the framework of cultural transformation, which has allowed us to include new technologies and habits on a daily basis so that many of our staff continue to work remotely today. And they adopt new, more collaborative, agile and flexible work scenarios. We have also incorporated advanced analytics and artificial intelligent tools so as to achieve our more productive -- to achieve more predictive and prescriptive maintenance of our infrastructures. We have especially intensified the automation of processes this year, more especially with Gestor Técnico del Sistema. And we continue to work to stay constantly up to date. This digital transformation is possible thanks also to the fact that we are a company that innovates throughout its value chain. We innovate to reduce emissions, to be more efficient, to simplify procedures, to optimize costs and more. Innovating is in our DNA. Since more than 30 years, highly qualified professionals have exclusively dedicated themselves to projects of R&D [indiscernible] in our Zaragoza innovation center. Innovating represent being more disruptive. We are disruptive through very much so through Enagás Emprende, which in less than 5 years has already invested about EUR 40 million in 14 startups with 2 objectives: to continue generating value and diversifying our business; and contributing to the ecological transition by improving the sector's efficiency, competitiveness and sustainability. Seven of those companies were ideas or projects of -- promoted by Enagás' employees. We've helped them to become start-ups. And today, they're reference points in their sectors, such as Scale Gas, which is specialized in small LNG infrastructure, who through this subsidiary, in 2020, we have launched the first hyper power plant in Spain in Madrid for lower-end fuel cell electric vehicles. And we're building the first LNG supply ship in a Spanish shipyard, which will operate at the Port of Barcelona and another one while we do so in Algeciras, which we support of -- with -- of course, all these with support of European Commission. Another of our startups, Gas to Move is a sustainable operator for the last-mile logistics, has recently been strengthened with an entry into its shareholder of the Ilunion Group, a leader in social inclusion. And it has evolved into a new brand, Yayvo, which is sustainable from a broader, greener and social perspective. This social component is also present in the startups of renewable gases which -- in which we are investing and with which we support the territories, in line with our commitment to a fair transition that leaves no one behind. And also from the social perspective, at the beginning of the pandemic, we promoted a very special initiative in which we involved many companies in the sector. The initiative is called Positive Energy+, an urgent call address to startups, in order to contribute to the economic and social recovery of Spain from COVID-19 onwards in energy, focusing on sustainability and through innovation. Back then, in 13 days, we received almost 400 innovative projects. And today, the leading company have given support to nearly 15 of them. A good instance of how the companies that usual compete are also capable of very quickly reaching agreement and collaborating. Let me finish by thanking you, Mr. President, for your confidence. Thank you to the Board of Directors. Thank you for 1 more year. Thank you, ladies and gentlemen, and thank you for your support once again. I hope you're well, that your families are also well. And I wish to convey a message of encouragement and hope for the future. You can be sure that Enagás will continue to work and innovate every day so that this company continues to grow, evolve and create value for you and for the society. Thank you very much. Let me give the floor to the President.

Antonio Llardén Carratalá

executive
#7

Thank you, Marcelino, and thank you again for your attention, ladies and gentlemen, shareholders. I will start my address also with the remembrance to all the people who have lost their lives in this pandemic. And my heart goes out to the relatives and all those who have been affected somehow by the consequences of COVID-19. We cannot forget that still, millions of people in the world continue to terribly suffer from this health crisis, along with the harsh economic and social consequences it has brought. Therefore, the crucial thing now is to work for the reconstruction of Spain and for a future that leaves no one behind. At Enagás, this is what we are doing. We have very solid foundation from both a technical point of view with 100% availability levels of our infrastructure and from a financial point of view, with the liquidity position that allows us to comfortably meet our commitments in the coming years. In my address today to talk about the future of Enagás, I will use as a common thread the ESG criteria, environmental, social and governance. These criteria are the umbrella that encompasses all of challenges and commitments. And I will end with a strategic note based on these pillars. First of all, in the environmental field, the first pillar, our contribution is embedded in the company's total commitment to decarbonization, which is a global challenge, urgent that is imperative as well, a responsibility that we've assumed both internally and externally. Internally, we have moved up our commitment to carbon neutrality to 2040, 10 years later than we had targeted and also 10 years before the Paris agreement. We are doing this on a solid basis because we've been able to reduce our emission since 2014 by 63.2% and because we also have a plan that is concrete and very detailed with more than 50 specific energy efficiency projects. That's from an internal point of view. Externally, Enagás actively contributes to global emission reduction. In order for this process to be carried out in the most efficient way, a key role is played by our infrastructures and the developments we are making to adapt to new needs. Today, we must make use of every resource at our disposal to decarbonize all the CO2 that we seized to emit, helps to reduce total net emissions because this is not a flow problem but a stock problem. In the near future, the emergence of renewable gases and especially their large-scale development so that they have a competitive price, makes it necessary to take advantage of exciting gas infrastructures. At Enagás, we have been working for years on renewable gas projects involving both green hydrogen and biogas. Green hydrogen has the right characteristics to become an energy vector, not the only one, but one of them to achieve the European emission reduction targets. It is storable, manageable and 100% clean. However, as things stand today, it has -- but, let's say, the price. To make it competitive, there are 3 levers. First lever, innovation and development of new, more efficient technologies. At Enagás, we are working on several projects. The most advance of which is a very innovative photoelectrocatalysis process with Repsol to generate a green hydrogen directly from solar panels without the need for electrolyzers. It is a new disruptive Spanish technology. Second, use everything that is now available to decarbonize and be efficient at the same time as called for by the European Commission. The initiative European Hydrogen Backbone in the last report notes that the future hydrogen network will make use of around 70% of the existing transport infrastructures and will only require 30% of new section of gas pipelines and storage. Here, network operators, the transmission systems operators, such as Enagás, make a significant contribution by bringing supply and demand together competitively. The third lever is to have a financial channel such as next-generation funds from the European Union to make green hydrogen competitive in this first stage. Thanks to our experience in renewable gases, at Enagás, we have presented a total of 55 projects, 34 for green hydrogen and 21 for biomethane to the different statements of interest to the next-generation funds of the European Union in Spain, and some of them are candidates to becoming purchase of a common interest of the European Union. I will mention now something about biomethane because it is a less known energy resource that is underused in Spain, which has enormous potential for decarbonization, especially for the development of circular economy, mostly in most depopulated rural areas. We have projects in all the autonomous communities of Spain, which may involve a total churn investment of around EUR 6 billion. The second ESG criterion is the social criteria. We often talk about EESG, E stands for employee. And we believe that employment is usually included in the social criteria, for Enagás, for this Board of Directors and for me, especially as a Chairman, maintaining and creating employment is a priority, especially in this environment in which one of the most -- one of the worst consequences of the crisis caused by the pandemic around the world is unemployment which stands at about high rate. Here, too, as in the environment, our focus is twofold in both internal and external. Internally, in 2020, a year in which the pandemic caused massive job destruction, the Enagás workforce increased by 2%. The quality and stability of our employment is, for us a priority, and 96.5% of the staff have a permanent contract. So facing a harsh year, no reduction of staff was produced. We maintained staff number or we increased it by 2%. Lastly, in September 2020, we signed the third collective agreement for the Enagás Group for the period 2020, 2023. This year, we have devoted taking care to the health and well-being of our staff members, with a greater reinforcement to our strategy and safety and prevention. And since March 2020, the beginning of the pandemic, at Enagás, we carried out more than 14,000 COVID-19 diagnostic tests with our own means, among both employees on the payroll and contractors externally. Since the beginning of the pandemic, our policy has been to maintain key services previously contracted and advanced payments to our most vulnerable suppliers so that they could continue to carry out their activity and maintain employment also. The 55 renewable gas projects, green hydrogen, biomethane of which I referred to from an environmental point of view, have an important social component as well because they all aim at contributing to a fair transition as basis for economic recovery, especially in the territories most affected by the energy transition, creating at the same time sustainable employment and making Spanish industry more competitive. The recovery, transformation and resilience plan presented by the government of Spain will be decisive. So that projects that help reinvent the economy, create a solid industrial fabric and to generate employment, which will help this project to move forward. I say reinvent the economy because it's not just a matter of reactivating it, but of creating new industries that will be sustainable over time. In addition to these specific projects, I would like to remind you that the very purpose of Enagás as a company is social in itself, namely that energy should reach the places where it is needed. This is what we've done in Spain and in all the countries in which we operate throughout the pandemic and during the cold front at the beginning of the year. Before ending the social part of my presentation in terms of the company's direct collaborations, I would like to mention that in 2020, Enagás allocated EUR 3.9 million to social investment, mostly to initiatives to help alleviate the negative effect of COVID-19 on society. Also, our affiliates launched in their respective countries, initiatives to help and collaborate with public authorities and health authorities. Our professionals, the Enagás professionals have participated in 14 solidarity and volunteered activities contributing part of their time and their talent. And also, which is a minor detail because this general meeting is being held electronically, the amount allocated to the gift to shareholders, EUR 50,000 will be donated. It has already been donated to cancer and coronavirus social emergency fund of the Spanish association against cancer. This initiative has been chosen by the company staff members. I move now to the section on governance and corporate governance. The third ESG criteria. Our commitment is clear to advance each year to comply with both the good governance code of the CNMV in Spain as the most stringent international recommendations, our shareholders sent to us. For example, in 2021, Enagás General Meeting, this general meeting of shareholders has been certified as a sustainable event. We have updated and approved the regulations governing the activity of the Board of Directors. And today, precisely, we submit for your approval, the reduction in the number of members, the total members of the Enagás Board of Directors from 16 to 15, adding the incorporation of 2 new female directors with an extraordinary professional track record. I'm talking about Natalia Fabra and María Teresa Arcos. With the new composition, we now have 33% of women on the Board of Directors, thus complying with the current recommendations of the CNMV good governance code, and we are getting closer to the goal of 40% that the recent provision of this code establishes for 2022 on. I would like to emphasized now at this point that we have this commitment to gender equality on our Board and also across the entire organization. In this regard, we have presented recently our diversity and inclusion policy, which addresses diversity from a very broad perspective, of course, gender diversity, but also in terms of functions and regional matters, ways of thinking, et cetera. Returning to the Board, our Board of Directors and to conclude the section on governance. I want to make a special mention of 3 members of our Board of Directors, who are ending their time today: Rosa Rodríguez Díaz, Luis García Del Rio and Martí Parellada Sabata. The 3 of them have done a magnificent, a wonderful job, and I'm so grateful for all their dedication, effort and commitment to the company over the years. They have been truly excellent directors. Thank you. Thank you to all 3 of you. Everything I have been telling you reflects Enagás leadership in each of the 3 ESG criteria. This has been recognized by the many global indexes that measure this kind of results. For example, the Dow Jones Sustainability Index, which has called us as world leaders in sustainability in our sector for the fifth consecutive year. Also, we are the third world company in the Bloomberg Gender-Equality Index. And for example, Standard & Poor's global ratings has awarded us the highest ESG rating that the agency has published so far in Spain in all the sectors and also the highest in Europe in our sector. You, our shareholders, are also acknowledging this with your confidence. Since the 2020 general meeting, I would like to emphasize on something which is not known. The percentage of investors or minority shareholders was increased, and they now represent 24% of the company's share capital. So truly, for us, this data is very positive. We have seen this increased little by little over the last month, and we are really satisfied with that -- with this. Our commitment to you, to all the shareholders is absolute, and that is why we maintain the dividend policy in place until 2020 phase, which I will remind you now. This year, we increased our dividend by 5% as announced. And today, we submit for your approval at this meeting a total dividend of EUR 1.68 per share charged to the financial year 2020. For 2021, '22 and 2023, we maintained the growth of our dividend at 1% per year. And from '24 up until 2026 with the data available to us today, we commit to maintaining a sustainable dividend of EUR 1.74 per share. We believe that precisely at this most difficult times for everyone to continue to offer attractive remuneration is a priority for all of us. Since 2007, the total return for an Enagás shareholder considering the gains in the share price and the reinvestment of distributed dividends has come out to plus 139% against an IBEX 36 that has fallen by 36% average. Before concluding, I will make a strategic point about the 3 main business areas of Enagás today. First, the most important part of our business are regulated assets in Spain, the infrastructure network in our country, which have a stable regulatory framework until 2026 and have a future clearly linked to their contribution to the decarbonization process in Spain and in Europe. Second, our international assets, investments such as Tallgrass in the United States or TAP in Europe are now contributing significantly to our net profit, as explained before by the CEO. And they are becoming a significant source of future income for the company. Lastly, the third domain is our activity in renewable gases. We are working in more than 50 projects in the field of green hydrogen and also biomethane. And obviously, the pace of execution of these investments will take shape in the coming years. These are the pillars on which the future of Enagás is based. To do that, we keep our commitment unchanged. And to be more precise and exact 4 commitments. First, commitment to the economic and social recovery as a company that generates quality employment, the cornerstone for sustained growth. The second commitment, commitment to the energy transition, so to fulfill our commitment to carbon neutrality by 2040 and to support the dynamism of the renewable gas market, which -- and this position Spain as a key country in the Europe of hydrogen. The third commitment is to society. By ensuring the supply of energy to families and industry with our infrastructures and new projects. And fourth to you, ladies and gentlemen, the shareholders, to contribute added value, especially in uncertain times like those, we are facing. And in short, since the general meeting of shareholders of 2020, nearly 12 months ago. And in one of the toughest years, we can remember, at Enagás, the company has worked flawlessly, honestly. We have met all of our targets. We have paid the dividend we committed to. We maintained employment. At the same time, we move forward, really looking forward to the future, promoting the decarbonization process, which is a key element in the current and future strategy of Enagás. To finish, I would like to thank again the Board of Directors for their trust. I would like to thank the Enagás staff for their tireless and commitment work and to you, ladies and gentlemen, the shareholders, for your support and attention at this General Shareholders' Meeting. Thank you very much. Okay. After my intervention, I would like from a formal point of view, first, and in compliance with the legal and statutory requirements, the financial statement at both Enagás S.A. and its consolidated group are submitted for examination and approval by the shareholders. I give the floor the Secretary, who at the indication of the Chairman, Chairwoman of the Audit and Compliance Committee will explain the basis of these proposals.

Rafael Piqueras Bautista

executive
#8

Thank you, Mr. President, on the instructions sent on behalf of the Chairperson of the Audit and Compliance Committee, Ms. Isabel Tocino. I will now proceed to read the letter she sent regarding the position of the committee that she presides. With respect to the annual accounts and which reads as follows. Shareholders, the accounts submitted for approval by the General Shareholders Meeting today were drawn up by the Board at its meeting on 19th February 2021 based on a prior favorable recommendation by the audit and compliance committed to which they were submitted duly certified by the Chairman and by the CFO 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 2020. The company's management bodies consider that the accounts drawn up are faithful and appropriate rendering of the company assets and the financial results for this year. Likewise, in management's judgment, the accounts contain the information required for suitable understanding and also sufficient description of the company's risks all with the utmost respect to compulsory accountancy regulations and generally accepted principles. The consolidated management report includes the nonfinancial information statement with the content to turn by law 11/2018 as of 28 December. The external auditors report on the company accounts is favorable. Without any reservation. 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 external auditor. Report on the committee has been made available to you at the time of the call of the meeting. Thank you. Isabel Tocino, Chairperson of Enagas' S.A. Audit and Compliance Committee. Thank you. And congrats to the President of the Audit and Compliance Committee. He has been completed the time for speech is now opens. So the secretary will proceed to read the speeches that shareholders and representatives who attend electronically have made through the company's website. So there have been no questions made, so we can now go to the voting.

Antonio Llardén Carratalá

executive
#9

Thank you. Mr. Secretary general. So we now, we're going to go to the voting of the proposals presented to the Board. The Secretary will now read different proposals that will be approved by the shareholders' meters that have been constantly available to the shareholders.

Rafael Piqueras Bautista

executive
#10

Thank you, Mr. President. Shareholders and representatives attending electronically are reminded that they will be able to cast their vote on the resolution proposals included in the agenda until the reading of the last resolution proposal submitted to a vote is finished. The votes issued before the meeting via the procedure set out in the announcement for the purpose have already been counted. First proposal, to examine and if appropriate, adopt the financial statements, balance sheet, income statement, statement of changes in equity, cash flow statement and notes of the financial statements and its management report of Enagás and its consolidated group between January 1 and December 31, 2020.

Antonio Llardén Carratalá

executive
#11

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

Rafael Piqueras Bautista

executive
#12

Second proposal. Approve the consolidated nonfinancial information statement included in the Enagás Group management report for 2020.

Antonio Llardén Carratalá

executive
#13

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

Rafael Piqueras Bautista

executive
#14

Third proposal, to prove the application of the point of Enagás S.A. in financial year 2020, according to the distribution proposal made by the Board of Directors under the terms of the agreement whose full and literal text has been made available to the shareholders since the meeting announcement.

Antonio Llardén Carratalá

executive
#15

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

Rafael Piqueras Bautista

executive
#16

Fourth proposal, to approve the performance of the Board of Directors of Enagás S.A. in the 2020 financial year.

Antonio Llardén Carratalá

executive
#17

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

Rafael Piqueras Bautista

executive
#18

Fifth proposal, to appoint members of the Board of Directors. The following proposal shall be voted on separately. 5.1, to appoint Natalia Fabra Portela to a 4-year term as Independent Director.

Antonio Llardén Carratalá

executive
#19

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

Rafael Piqueras Bautista

executive
#20

5.2, to appoint for 4 years, Mrs. María Teresa Arcos Sánchez as an independent Director.

Antonio Llardén Carratalá

executive
#21

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

Rafael Piqueras Bautista

executive
#22

Following these appointments, the number of directors is set at 15. Proposal number 6, amendment of the following articles of the Articles of Association and addition of a new Article, 27 bis, in order to adapt them to Law 5/2021 of April 12. Said articles will have the full literal wording that has been made available to the shareholders at the time of the call. The following proposal shall be voted on separately. 6.1, amendment of article 7 register and identity of shareholders.

Antonio Llardén Carratalá

executive
#23

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

Rafael Piqueras Bautista

executive
#24

6.2, amendment of articles 18, "General Meeting, " and 27, "Attendance, Proxies and Voting."

Antonio Llardén Carratalá

executive
#25

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

Rafael Piqueras Bautista

executive
#26

6.3, inclusion of the new article 27 bis, "solely remote General Shareholders' Meeting."

Antonio Llardén Carratalá

executive
#27

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

Rafael Piqueras Bautista

executive
#28

6.4, amendment of articles 36, "Remuneration of the Board of Directors," 39, "Meetings of the Board of Directors," 43, "Delegation of Powers" and 44, "Audit and Compliance Committee."

Antonio Llardén Carratalá

executive
#29

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

Rafael Piqueras Bautista

executive
#30

6.5, amendment of Article 49, "Preparation of the Annual Accounts," and Article 55, "Filing and Publication of Annual Accounts."

Antonio Llardén Carratalá

executive
#31

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

Rafael Piqueras Bautista

executive
#32

Proposal 7, amendment of the following articles of the company's regulations of the General Shareholders Meeting in order to adapt them to the Law 5/2021 of April 12. Said articles will have the complete and literal wording that has been made available to the shareholders. The following proposals shall be voted on separately. 7.1, amendment of Article 4, competencies of the General Shareholders Meeting.

Antonio Llardén Carratalá

executive
#33

In view of the information provided to the Bureau of the Board. This proposal is approved by necessary majority.

Rafael Piqueras Bautista

executive
#34

7.2, amendment of Article 5, calling the General Shareholders meeting; 7, shareholders write to information; 9, right to attend; 10, right to proxy representation; 11, right to vote; and 14, attendance and speeches by others.

Antonio Llardén Carratalá

executive
#35

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

Rafael Piqueras Bautista

executive
#36

7.3, amendment of Article 16 disclosure.

Antonio Llardén Carratalá

executive
#37

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

Rafael Piqueras Bautista

executive
#38

Eighth proposal, to delegate the Board of Directors with express replacement powers, the power to resolving issuing in one or more times, any fixed income securities or analogous simple or secured debt instruments for a maximum of EUR 5 billion.

Antonio Llardén Carratalá

executive
#39

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

Rafael Piqueras Bautista

executive
#40

Ninth proposal, to delegate to the Board of Directors for a maximum of 5 years and with express replacement powers, the power to issue, one or more times, any fixed income securities or analogous convertible debt instrument or those which give the right to subscribe the company shares which can be exchanged or give the right to buy shares of the company or other companies for a maximum of EUR 1 billion, and to increase share capital by the necessary amount and exclude where applicable the preemptive subscription rate to a limit of 10% of share capital at the time of this allocation of powers.

Antonio Llardén Carratalá

executive
#41

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

Rafael Piqueras Bautista

executive
#42

Tenth proposal, to approve for the purpose of Article 529 novodecies of the LSC, the Directors' remuneration policy for 2022, 2023 and 2024.

Antonio Llardén Carratalá

executive
#43

In view of the information provided to the Bureau of the Board. This proposal is approved by necessary majority.

Rafael Piqueras Bautista

executive
#44

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

Antonio Llardén Carratalá

executive
#45

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
#46

Proposal 12, report nonsubject to vote on amendments to the rules and regulations of the organization and functioning of the Board of Directors of Enagás SA, introduced into the lateral meeting of shareholders for purposes of adapting them to the partial revision of CNMV, these Good Governance Code of Listed Companies of 26 June 2020.

Antonio Llardén Carratalá

executive
#47

This point is for information purposes only, and therefore, not subject to vote.

Rafael Piqueras Bautista

executive
#48

Thirteenth proposal, to delegate to the Board of Directors, its Chairman and its secretary and each of its members the power is required to execute -- for executing and formalizing the agreements adopted by the General Meeting, all under the terms of the resolution, whose full text has been made available to shareholders.

Antonio Llardén Carratalá

executive
#49

In view of the information provided by the Bureau of the Board this proposal is approved by the necessary majority.

Rafael Piqueras Bautista

executive
#50

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

Antonio Llardén Carratalá

executive
#51

Once the vote is over, I wish to end my words, my thanks to the Board of Directors, which I have the honor to preside over. And to all of you, ladies and gentlemen, the shareholders and shareholders representatives for your telematic attendance at this meeting and for your trust in Enagás. I do not want to close this general meeting without reiterating what I already stated at the beginning of the meeting, expressing the solidarity of the company I preside over with the society in general and with all those affected by the COVID-19 pandemic. And also, I would like to express again my thanks to our employees, shareholders, clients, suppliers and all the other people who make our activity possible. Thank you very much. The meeting is adjourned. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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