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

Good morning, ladies and gentlemen. On behalf of the Board of Directors and on my own behalf, I would like to thank you for attending Enagás Annual General meeting, whether in-person or remotely. Welcome. Last year, we undertook the commitment to hold this Annual General Meeting in-person should circumstances allow, so that all the shareholders who wished to attend could do so and also given other shareholders the option of being able to follow the meeting online. A year ago, we held this Annual General Meeting in an environment filled with uncertainty about the future. Today, the circumstances of the pandemic have changed. But we are facing new uncertainties that show that everything is increasingly changing at breakneck speed. In this case, companies must be one step ahead of those changes, which I will discuss in a few minutes. First, the Board Secretary will report on the quorum and the main items on the agenda. Next, I will make my address, which, as I have already mentioned, would focus on a strategic reflection on the context in which our company operates today. And of course, we will also refer to the major global changes that are unfolding and that place us at a crucial moment in time. Next, the CEO, Arturo Gonzalo, whom I would like to welcome to his first Annual General Meeting of Enagás, will review the results for 2021 and will explain thoroughly the outlook for the company until 2030. I must apologize in advance if we encounter any technical difficulty. Anyway, the full recording of the entire event will be available on Enagás' website. Joining me today are the presiding committee are the CEO of Enagás Arturo Gonzalo, the Board Secretary, Rafael Piqueras. I'm going also accompanied by the members of the Board of Directors of the company and the notary, Francisco Calderon. I now give the floor to the Board Secretary, Rafael Piqueras.

Thank you very much, Chairman. Good morning. The AGM was convened on the 24th of February 2022 by means of a notice published in several daily newspapers, with the largest circulation in Spain on the website of the CNMV, the National Securities Market regulator and on the company's website. For the purposes of Article 11.33 and associated articles of the law and corporations, 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 the one included in the notice and is deemed to have been read here with. The notice of call also states that the Board of Directors has requested the presence of a notary public to drop the minutes pursuant to Article 203 of the Spanish Corporate Law. The attendance register is now closed, and all the shareholders attending the meeting are present. The attendance figures at 11:55 hours, i.e., 5 minutes before the time set for the start of the meeting were as follows: Shareholders present, 1,142; holders of 15,560,914 shares, representing 5.94% of the share capital. Shareholders represented 3,789, holders of 105,565,598 shares, representing 40.294% of the share capital. In total, we have present and represented 4,931 shareholders holding 121,126,512 shares, all with voting rights that account for 46.23% of the share capital. For the record, the company is the owner of 501,946 treasury shares that account for 0.19% of the share capital. Pursuant to Article 148 of the corporate law, the exercise of voting rights attached to the treasury shares shall be suspended. Treasury shares shall be counted in the capital for the purposes of calculating the quarter as necessary for the constitution and adoption of resolutions in this AGM. Taking into account that this quorum, although provisional would be sufficient for the valid constitution of the meeting, and in accordance with Article 13 of the regulations of the AGM, the meeting will proceed as normal. With regard to the course of the meeting from this point onwards, after the speeches by the Chairman and the Chief Executive Officer, the Chairman of the Audit and Compliance Committee will inform you of the committee's position regarding the financial statements. After that, we will read the final quorum, and the notary shall formulate the legal provisions regarding the valid constitution of the AGM. Thereafter, we will open the floor to the shareholders who have so requested, who will then have the opportunity to speak, requesting any information or clarification, they deem appropriate. For that purpose, there is a platform for any shareholders present in the room who would like to take the floor who may, from now on, go to the counter assistance and show their attendance card. Those shareholders attending remotely, who would like to speak, may do so by requesting through the form provided for this purpose in the voting electronic proxy and remote attendance application until the end of the allocated time, which will be duly indicated during the course of the AGM. Once the floor has been closed, we will proceed to vote on the resolutions included in the agenda. And thus, the commendation that has been made available to the shareholders will be read out. Finally, I would like to inform you that the firm Deloitte, in its capacity as independent expert has carried out a compliance review of the procedures for the convening and holding of the AGM from which it appears, pending some final checks that the means and procedures applied by the company are in accordance with the provisions of its Corporate Governance system. In addition, Enagás has obtained an INO certification that certifies this 2022 meeting as a sustainable event according to the relevant ISO standard. Thank you very much.

Thank you very much, Mr. Secretary. Thank you once again for your attention. Dear shareholders, I would like to start my address sending a message of solidarity with the Ukraine people and expressing my wish that this dreadful war that is taking a heavy toll on human life comes to an end as soon as possible and that the piece that Europe needs and deserves can be restored. The developments of the past 2 years such as a pandemic or Russia's invasion of Ukraine are transforming the world as we knew it. And they are also causing many parameters to change economic, social and of all kinds including of course, those related to energy. This huge global transformation we are witnessing and its manifold consequences will largely guide my presentation today. First, I shall speak briefly about how the world geopolitical scenario is driving a new European energy paradigm. Second, I will explain the new phase that Enagás is embarking upon in this new global and European framework where we shall play a decisive role. And thirdly, I shall summarize how this new environment makes us reinforce our Corporate Governance commitments even further. We are living in a global energy situation that has grown increasingly more complex as various geopolitical factors have come into play. Proof of this are the increase in tension and volatility of energy markets and the impact this has on the economy and society. One of the things that this new world scenario has brought to light is that Europe needs once and for all to have a clear energy policy supported by 3 pillars: decarbonization, security of supply and economic sustainability. In the past 30 years, Europe has not deemed it necessary to have nor has it shared a common energy policy, be it matter relating chiefly to competition, the environment and the fight against climate change. The current context shows that domestic energy policies no longer suffice. And that in order to speak of a true European Union, it is indispensable that energy be one of the pillars that underpins that unity. Such unity has become more necessary than ever. Yes, more necessary than ever given the current work context that has changed the way in which we analyze economic factories. And therefore, we need to effectively address challenges such as security of supply, reduced energy dependence, energy prices, which transferred over to the manufacturing sector and households. Now along these lines, the European Commission released 2 documents over the past 2 months that are crosscutting to the overall energy structure. The first document is a hydrogen and gas market decarbonization package submitted on December 14, 2021, 3 months ago. And the second and most recent one that was released March 8, 3 weeks ago called Repower European Union. This is a plan whereby the European Union is laying down the foundations of a common energy policy for the first time. All these matters were also addressed by the European Council last week. The framework under which Enagás runs its business is the one set forth by Europe. This is something that we know for sure. These significant changes are happening now as we speak. So if we held this meeting 1 month ago, perhaps many things that we are going to explain today, wouldn't apply. So given all these global scenario I have just described, we are closer to an energy revolution that we are to and energy transition given the speed of events. At Enagás, we stand on solid grounds backed by 50 years of history, and we are ready to tackle these challenges as we have done so far whenever we were faced by different circumstances. So now, let me remind you briefly and in simple words, the road we have traveled and healed now. So let me divide the company's history into 4 stages. So Enagás was born 50 years ago as a publicly owned company. Now in its initial phase that lasted a little more than a decade, 1.5 decades, its mission was to develop a natural gas network that in Spain, focusing on the manufacturing sector first and then on household customers as well. Now the second phase started when after Enagás has completed much of that work and a privatization process began in the mid-'90s. As of this moment, the company's activity stepped up, and Enagás became a key subsidiary to 2 large energy holdings, Repsol and Gas Natural. The Secretary, myself and the CEO come from those companies. So history is speaking for itself. Now at a third phase, and this is a third European directive. the Spanish government. I believe that at the time, Mr. Jose Maria was Spain's President. The Spanish government decided that Enagás had to be separate from the [indiscernible] holdings. So the company was then traded on the stock market little by little, until it became a fully independent company in 2007. I was appointed the company Chairman at that point in time. As you may remember, for several years, our main task was to get an investment plan through of nearly EUR 5 billion in compliance with the regulator and planning requirements. Now the back of the gas network -- high-pressure gas network in our country and regasification plants in our country, which are so much needed at present were built at the time. Now the global financial crisis that took place between 2007 and 2012 affecting Spain as well. And this made our shareholders evolve by shifting to work quite a different model, and that is the one that we have today with virtually a 90% free float. At the time, this entailed significant regarding corporate governance. One of the highlights have been the replacement of many nonproprietary directors for independent directors as well as the appointment of female Board members. And at the end of this process, I myself proposed to the Board of Directors to bring a Chief Executive on board at the end of 2012. So that is Stage 3. Then we started the fourth phase of the company where the Spanish Gas system was a very mature one. We have already completed our large investment plan in Spain, and we supported the need and the opportunity to start an internationalization process. At this point, I would like to thank Marcelino Oreja, the company's CEO until February for his wonderful work in promoting the company's internationalization. And we thus come to the fifth phase, the one that has started now where the decarbonization process that had already broken ground in the energy world became the cornerstone of the recovery and future of Spain and Europe. At Enagás, as you very well know, we have been working in this fear for many years, and we are a pioneering and referring company in sustainability. Furthermore, the Ukraine war now brings another factor into play on the energy stage that Europe thought it was long passed, and that is the need to secure energy supply, what Anglo Saxon people call security of supply, eliminating the energy dependence on Russia, if possible, before 2030. So this is the heading of this document released by the European Union on March 8. So this phase implies that the company's strategy will have to evolve in the direction set by Europe. And let me now outline briefly our strategic lines that will be further described by the CEO during his presentation. First, we shall focus on the security of supply in Spain and Europe. The new European energy paradigm is clearly put in certain topics in the spotlight, such as interconnection means, the importance of storage and the diversification of natural gas supply among others. Here's where our asset rotation process fits in, which was announced 1 year ago. This process has already materialized through the announcement of the sale of the Morelos gas pipeline in Mexico and the sale of our equity interest in GNL Quintero in Chile this week. Second, Europe offers new opportunities to the company within the framework of decarbonization. These opportunities, on the one hand, place value on our infrastructures. And this, of course, would perhaps require developing new infrastructure for renewable gases, especially hydrogen, green hydrogen and renewable hydrogen at large. On the other hand, they strengthen our role as a transmission system operator that is compatible with what the European Union calls in its document a Hydrogen Network Operator or HNO. This document says that the TSO can also be and must be a specific hydrogen operator. So in this context of change and transition and faced by these new challenges, I proposed the Board of Directors to appoint Arturo Gonzalo as Chief Executive Officer of Enagás that happened at our last meeting. Arturo has a great deal of expertise in the sector, thanks to his over 30 years experience in the energy industry, and he also has a good vision of the energy future because his professional career is directly linked to the energy transition and climate change. In brief, he has the right profile for this fifth phase in Enagás' history that we are commencing. As a company with a 90% free float, being transparent, being at the avant-garde of good governance has always been Maxine by adopting the key international recommendations in this area. Through the resolutions that we will propose today, we shall also increase the number of female board members up to 40%. Thus, compliant with the current recommendation under the good governance code of the Spanish Securities Market Commission approved last year. Today, we shall also submit to your approval, the appointment of 2 new female Board members, María Teresa Costa and Clara García Fernández-Muro; and reappointment of Ana Palacio as independent director. We also proposed the appointment of Dr. David Sandalow and Manuel González, both as independent directors. Now I would like to make special mention of the 4 Board members whose tenure ends today, Isabel Tocino, Ignacio Grangel, Antonio Hernández Mancha and Gonzalo Solana. They have all done a remarkable job, and I thank them dearly for their dedication, effort and commitment with the company over these years. They were indeed excellent Board members. Thank you all. Also in connection with corporate governance, I would like to highlight that this Annual General Meeting of Enagás has been certified as a sustainable event for the third consecutive year. Now I would like to finish my presentation by extending my appreciation to all of you, our shareholders for your trust and support. Since the Annual General Meeting held in 2021, the percentage of noncontrolling shareholders has risen, and it already accounts for 25% of the company's share capital. So there are over 70,000 noncontrolling shareholders across Spain. We have the utmost commitment with you. And as you know, offering you an attractive shareholder remuneration is one of Enagás' priority. The approach that perhaps best reflects our value contribution to you is the long term. Now let me publicize us for a minute. Since 2007 Enagás shareholder total return, taking into account the share revaluation and reinvestment of distributed dividends stands at plus 180%, vis-a-vis the IBEX35 average that pulled back, but minus 38.4%. These are objective facts. It's true that past results never justify future results. However, a 15-year history, I believe, show that we are thankful to our shareholders for trusting us and for being with us at the company. So their participation has proven to be very interesting when it comes to savings and return. I should also say, if you could allow me. I would like to thank the [indiscernible], that is no part of the free float and the group on [indiscernible] because they keep on trusting us and supporting us. So I also thank them for their cooperation. Now I would like to thank the entire team of professionals at Enagás who are so important, and who actually made it possible for this company to be what it is today. Over the last years, all the people who work at Enagás, both men and women have been working in the most adverse circumstances with a commendable commitment and engagement. So once again, I wish to acknowledge them. It's a privilege for all of us to work with such professionals. And I would also like to thank the workers' representatives thinking about what has happened the past 2 years because they have provided an example of responsibility and cooperation in the current difficult times. Now let me close as I started, emphasizing that this sector is facing a new era where decarbonization will lead the way. And along this path, variables that seemed long past are coming to the forefront. Once again, they seem to be unnecessary. For example, the security of supply. So Enagás will play a decisive role in this new phase, and we are ready to face it, and we look forward to your ongoing support and trust, dear shareholders. Thank you very much. Now I give the floor to the Chief Executive Officer, Arturo Gonzalo.

Thank you very much to the Chairman and good morning to everybody. Dear shareholders, it is a great satisfaction for me to address you for the first time as the CEO of Enagás at this AGM. I have joined the company with enthusiasm and the determination to help and announce to continue to generate value for you and the society as a whole. We will do this aligned more than ever with our purpose as a company which has 2 clear focuses, contributing to the security of supply in Spain and Europe, with increasing coordination of the electricity, gas and hydrogen groups. And at the same time, contributing to driving the decarbonization process, increasing our climate ambitions and contributing to the decarbonization of the entire value chain. Security of supply and decarbonization are 2 sides of the same coin. And my main objective is to work so that Enagás will be an increasingly relevant player in both aspects. Europe has already laid the foundations for this new scenario. The premises of the strategy has changed, and our future strategic activities will rest on these 2 pillars. To this end, we will continue to be committed to innovation in both technology and in the way we work and digitization. That said, in my speech today, I will begin by briefly reviewing the main results and milestones for the year 2021. And I will then share our longer-term vision for the company looking to the 2030 horizon. 2021, we all know, has been a year of enormous global uncertainty and volatility in the markets. And as the Chairman has said, it's been particularly complex for the energy sector. For this reason, it is a source of pride for all of the people at Enagás to be able to say that the company -- during such a complicated year, the company has had very good performance, meeting all of the targets that it had set. Of course, we are talking of economic and financial targets but not just that, it has also been a year in which Enagás has fulfilled very important objectives linked to its purpose, which I just referred to, and linked to its vocation to give a public service to society. I would like to highlight the key figures for the 2021 financial year. Enagás obtained net income of EUR 403.8 million, exceeding the company's target of EUR 380 million. And during this first year of the regulatory reform, its impact on regulated revenues has been mitigated. And this has been largely thanks to the excellent performance of our affiliates, which contributed 40.4% to our net income. Also, due to the continuous improvement in efficiency, which has enabled us to reduce operational and financials whilst maintaining our commitment to employment. Specifically, our financial costs fell to 1.7%. It fell from 1.9% at the end of 2020 to the figure of 1.7%. We have solid cash generation during the year, which has enabled us to meet our debt targets and reduce our leverage. And at the end of 2021, the company closed the year with a liquidity position of EUR 3.3 billion, which allows us to comfortably meet our financial needs and provide stability in the face of market volatility. Regarding our international activity, our affiliates improved their results by 24% compared to 2020. Thanks mainly to the performance of the Tallgrass Energy business in the United States and the Trans Adriatic Pipeline in Europe. Tallgrass has moved forward with its business plan and has announced 2 major projects linked to decarbonization, the development of a CO2 capture and storage hub. And the first power plant -- electricity power plant in the U.S. to run exclusively on clean hydrogen. And 2 weeks ago, they achieved a milestone, which we considered very important with this gas pipeline, which has provided 10 bcms of Azeri gas to Europe, Italy and Greece. And we can see how important this infrastructure could be given the current situation in Europe. What's more, the Altamira regasification terminal signed a new long-term 100% capacity reservation contract with the Federal Electricity Commission, thus becoming a strategic asset for the security of natural gas supply in Mexico. In this respect, our assets are playing an important role in contributing to both the security of supply and decarbonization in the countries where we operate. And this has never been as important as it is right now. The guarantee of supply brings me to the subject of the main milestones of 2021 beyond the financial targets that I have just referred to. In 2021 with a very high demand for gas around the entire world and with an increase in the total demand for natural gas in Spain of plus 5.1%, Enagás was operating at 100%, both in terms of the availability of its infrastructure and in the coordination of the gas system in Spain. We have taken all measures possible to help to ensure the security of supply even in the most exceptional circumstances and always in coordination with the government of Spain. The company has also continued to advance its leading position in the field of ESG, which, as you know, is a cross-cutting aspect of our entire strategy. And here, I would like to highlight just a few examples. In environmental terms, since 2014, we have already reduced our CO2 Scope 1 and Scope 2 emissions by 54%. And we continue to increase the ambitiousness of our goals, we are going to reduce the emissions by 74% by 2030 to reach carbon neutrality by 2040. At the same time, we will incorporate within our targets the reduction of Scope 3 emissions, which are the ones that affect our value chain. This increased climate ambition involves a clear action plan and has been acknowledged by the inclusion of Enagás in the CDP Climate Change A list. We've also made progress in promoting and undertaking more than 50 renewable gas projects, mainly renewable hydrogen to contribute to creating a market that is currently in the very earliest stages of development. In order to speed up these projects, we have recently acquired a partner in Enagás Renovable with a 30% stake, This partner is the Clean H2 Infra Fund, the world's largest green hydrogen fund managed by Hy24, a joint venture of Ardian and FiveT Hydrogen. As an example of a flagship project, this March we have inaugurated in Majorca with the third Vice President of the Government Teresa Rivera, the Minister of Industry, the [indiscernible] regional President; and our partner, Acciona, IDAE and Cemex, the first industrial renewable hydrogen generation plant in Spain, which forms part of a European project called Green Highland. The fact that we have produced the first green hydrogen molecules in our country represents a milestone for Enagás but also for Spain within its leadership in the energy transition. In the social sphere, I would highlight Enagás' commitment to people and employment. The talent and experience of our people are our main asset. And for this reason, our commitment is absolute, and this has been recognized by all of the main indexes. For example, this year, we have received the Top Employer seal for the 12th consecutive year. And we have the highest possible rating for work-life balance as a family responsible company. Diversity and inclusion are also key for Enagás with 6 areas of commitment: gender, functional, generational, LGTBIQ, intellectual and cultural diversity. Our progress in gender equality has been acknowledged once again earlier this year. We are the first company in the -- or the leading company in the utility sector in the Bloomberg Gender Equality Index. And once again, we are among the 100 leading companies in the world in gender equality according the Equileap ranking. I shall not talk about Corporate Governance right now because the Chairman has already summarized the main developments and commitments. But in the presentation, you can see how the acknowledgment of Enagás' commitment to ESG is reflected in the leading positions we hold in the world's main sustainability indexes such as the Dow Jones Sustainable Index. Coinciding with the 2021 presentation of results. In February, we revealed a vision to 2030 which constitute of 2 parts. So on the one hand, we confirm the specific commitments we had undertaken for the period 2022-2026 within our strategic plan. And I will remind you of the main ones. We estimate that the contribution of our affiliates will amount to an average of EUR 280 million per year. And this week, indeed, we have announced an agreement for the sale of our stakeholding in the GNL Quintero regasification plant in Chile. This transaction has allowed us to capture the shareholder value that the asset was going to generate for us over the next 30 years, eliminating risks and freeing up resources to invest in other projects that will provide additional value for our shareholders. Nonetheless, Enagás will continue to contribute to Chile's decarbonization process and in the Pacific area through projects to promote renewable gases such as the green hydrogen Quintero Bay project, in which we are already participating. We also expect to generate discretionary cash flow with enough slack to be able to ensure our dividend policy and to continue growing sustainably in the future. As you know, our dividend policy for the period is one of the priorities for Enagás. In 2022 and 2023, we will increase the dividend by 1%, reaching EUR 1.72 per share this year. And for the period 2024-2026, we will maintain a sustainable dividend of EUR 1.74 per share. This clear visibility of our dividend until 2026 is something we feel is very positive in a setting of such uncertainty. And this shows the company's commitment to continue creating value for you, our shareholders. For Enagás, it's essential to maintain your trust, and I would like to take this opportunity to thank you for your support. In addition to the commitments undertaken until 2026 in February, we presented a longer-term outlook for the company which goes beyond our strategic plan. We base this vision on the package of measures on hydrogen and the decarbonization of the gas market that the European Commission published in December. And I have to say that the atrocious invasion of Ukraine launched by Russia in February. And here, I would like to also express my deepest solidarity with the people of Ukraine just as the Chairman did. It's true that this invasion has brought about a dramatic and unexpected change in the energy and strategic scenario all around the world and particularly in Europe. This has highlighted the need to put the guidelines for a common energy policy on the table, looking at new priorities. These lines have been set out in the European Commission's document Repower EU dated the 8th of March and were reinforced at the European Council meeting that took place last week in Brussels. I must say that our 2030 vision was a true strategic anticipation of what the EU is now setting out for us in this geostrategic and geopolitical scenario. The European Council has focused on lines of action, which are aimed at ensuring Europe's security of energy supply to boost decarbonization and to reduce energy dependence on Russia. And also, as we have seen in the council's conclusions due to the efforts of the Spanish and Portuguese government, it has been acknowledged that the Iberian Peninsula has a unique situation with regards to the energy situation. So this framework gives us 5 main pillars in European terms on which the company's strategy must be based until 2030. Firstly, we must increase the gas storage obligations to reach 80% of capacity before next winter and up to 90% in subsequent years in order to be able to safely meet the winter demand. And the European Council has insisted on the importance of joint purchase of LNG. And in this regard, Spain and Enagás, has the strength that, for the storage of natural gas, in addition to underground storage facilities, we have tanks at the regasification plants, which represent more than 40% of the EU's LNG storage capacity. Therefore, we are fully and perfectly prepared to meet these requirements. And we are at the disposal of the Spanish government for the execution of these tasks in order to contribute to achieving the objectives set by Europe. Secondly, we have to complete and improve the gas interconnection capacity between member states. Currently, the gas interconnection capacity of Spain with France is 7 bcms, 7 billion cubic meters through 2 gas pipelines, one in the Basque Country and the other in Navarre. We also have 2 interconnections with Portugal and another, which is in operation with Algeria. In coordination with the Ministry for the Ecological Transition and the demographic challenge, we are looking at different options -- technical options to strengthen and complement the interconnection for the gas system of our country in order to be able to transport natural gas and hydrogen in the future. Thirdly, we have to increase biomethane production capacity. The biogas road map envisages that Spain could contribute at least 5% to the European target of 35 bcms by 2030. And in this regard, Enagás is acting as a promoter of biomethane projects through our subsidiary or affiliate, Enagás Renovable and we have developed a technology to facilitate the connection of biomethane producers to the gas grid with maximum flexibility. Fourthly, we have to promote renewable hydrogen as a key energy in Europe, replacing between 25 and 50 bcms per year of the gas that comes from Russia by 2030. This is a very ambitious goal. And the role of Spain in achieving this is decisive. The European Commission has indicated that it will support the development of an integrated European hydrogen transport and storage infrastructure network, also including transnational interconnections. And in this field, Enagás has several roles to play. Firstly, to gradually adapt part of the gas network to the transmission of hydrogen, which will coexist for a certain period with gas until we have the creation of a specific hydrogen transmission network, which will be partly formed by adapted pipelines, but also with the new sections that will need to be built. And secondly, as the Chairman said, we will have the role of hydrogen network operator, HNO, which is fully compatible and complementary to our role as TSO. We also play the role of promoter of green hydrogen projects through our affiliate, Enagás Renovable. And some of these projects are already in place such as the one in Majorca, which I referred to, which was in March of this year. Finally, the fifth pillar that is set out by Europe is that of partnerships with neighboring countries. The European Commission is going to promote renewable hydrogen projects between neighboring countries in Europe with full corridors. And the first one will be, in fact, the Mediterranean green hydrogen alliance in which Spain and Enagás will be able to have a key role. So these 5 pillars, storage, interconnection, biomethane, renewable hydrogen and alliances with neighboring countries give us a clear framework for action for coming years. This framework is something that we will elaborate on in the coming months, providing greater details. And to this end, we are in permanent contact and coordination with the Spanish government and the European regulators and TSOs. I will finish my talk with 5 brief conclusions. Firstly, in 2021, a year of great global uncertainty that was very complex for the energy sector, Enagás performed at 100% and has met and even exceeded its objectives. We have had very good results and a very positive evolution, which demonstrates the resilience and the adaptability of Enagás and its professionals. I would like to say thank you to the entire Enagás team. Our 2022-2026 outlook confirms the specific commitments that we have undertaken. And in particular, regarding the remuneration of our shareholders, which, as you know, is one of our priorities. Fourthly, our purpose as a company is clear and will be the basis of our present and future strategy to contribute to the security of supply in Spain and Europe and to contribute to the decarbonization process. With the December package of measures on hydrogen and the decarbonization of the gas market, the recent Repower EU document and the conclusions of the last European Council meeting, we have a clear basis around which the company's strategy must evolve in the coming years. In short, the best answer or response that we can give to the energy facility that exists in Europe right now is by speeding up the transformation of the energy system, and the gas sector has a key role in this. And it's important to move towards renewable gases and mainly hydrogen. We are beginning an extremely important period. Spain is very well positioned within the new context. With the strengthening of the idea of cooperative management of infrastructures and complementary capacities between the states, Enagás is willing to contribute and we are working in this direction. I would say thank you to the Chairman, the Board of Directors and to you, the shareholders, ladies and gentlemen, for your support, trust and your long-term commitment to our company. Thank you very much.

Thank you, Arturo. Among the resolutions that met for consideration by the Board of this ordinary general meeting, the following are submitted for the consideration and approval of the shareholders. The financial statements of both Enagás, S.A. and its consolidated group. Now I give the floor to the Chairman of the Audit and Compliance Committee, Mr. Jose Montilla, who will explain the basis of such resolutions.

Thank you. Mr. Chairman, good morning, dear shareholders. As the Chairman of the Audit and Compliance Committee, I would like to advise you and submit to your consideration the aspects mentioned by the Chairman. The financial statements that are submitted for approval by the Annual General Meeting were authorized for issued by the Board at its meeting held on the 14th of February 2022 based on prior favorable recommendation by the Audit and Compliance Committee, to which they were submitted and duly certified by the Chairman and by the Chief Financial Officer of Enagás. The company has an internal control system for financial information in place, which during fiscal 2021 was certified by the external auditor to be working correctly. The company's management bodies consider that the financial statements that were authorized for issue are a faithful and appropriate rendering of the company's assets and financial results for the year. Likewise, in the management's opinion, these financial statements contain all the information required for adequate understanding thereof as well as sufficient description of the company's risk. All of this with the utmost respect to mandatory accounting regulations and the generally accepted principles. The consolidated management report includes the nonfinancial information statement with the content set forth by Law 11/2018 of December 28. The external Auditors' Report on the company financial statements is favorable without any reservations. It does not have any qualified opinion. Last, I would like to say that both external auditor and the Audit and Compliance Committee have issued their respective favorable reports about the independence of the external auditor that the Board of the committee has been made available to you at the time of the call to this meeting. Thank you very much.

Thank you, Mr. Chairman of the Audit and Compliance Committee. Now I would like to take this opportunity to express once again my gratefulness to the Board of Directors joining us today, the presiding committee and all of you, ladies and gentlemen, for attending this AGM and for your trust in Enagás. I would also like to greet our external auditor, who is also attending this AGM. Now I'm ready to answer any questions you may wish to ask.

Thank you very much. Before we give the floor to the shareholders who may wish to take the floor, the Board Secretary would read out the final attendance quorum, Please, Mr. Secretary.

The final quorum is as follows: shareholders present, 1,155 holders of 15,638,275 shares, representing 5.969 of the share capital. Shareholders represented 3,791, holders of 105,596,595 shares, accounting for 40.306 of the share capital. In total, a total presented and representative 4,946 shareholders holding 121,234,870 shares, all with voting rights representing 46.27% of the share capital. As mentioned above, the treasury shares held by the company are subject to article 148 of the Spanish Corporate Law. In accordance with the provisions of the Spanish Corporate Law and the company's articles of association, the necessary requirements have been met to declare the AGM validity constituted on second call and for the AGM to be able to decide on all the items included in the agenda.

So in view of the attendance data, The Annual General Meeting is declared validly constituted at second call in order to discuss and agree on all of the items contained in the agenda. Now I give the floor to the notary public.

Thank you very much, Mr. Chairman. In view of Article 101.3 of the corporate -- company's registered regulation. I would like to ask if there are any reservations that may be held by the shareholders regarding the amount of shareholders present and the share capital present.

Thank you, Mr. Notary. Next, we are going to give the floor to the shareholders. No shareholders have asked to take the floor, whether those attending in-person or remotely. Therefore, we close this round. Next, the Board Secretary will read each of the resolutions that are submitted for approval by the AGM and which were made available to the shareholders.

Thank you very much. Now we will vote on each of the resolutions by the shareholders present or represented in the room. The votes cast prior to the meeting by the procedures provided for this purpose in the notice of call have already been counted. Shareholders attending remotely may cast their vote until the announcement of the end of the voting period for proposed resolutions relating to items included in the agenda. The first resolution, to study and if appropriate, adopt the financial statements, balance sheet, income statement, statement of changes in equity, cash flow statements and notes to the financial statements and also the management report of Enagás between the 1st of January and the 31st of December of 2021 of Enagás, S.A. and its consolidated group.

Approved.

So this proposal was adopted by a majority. Okay. Second resolution to adopt the consolidated statement of nonfinancial information included in the Enagás Group Management Report for the 2021 financial year. It is approved. The resolution is adopted by a majority. Third resolution, to adopt the distribution of Enagás, S. A.'s profit for the 2021 financial year in accordance with the proposed distribution made by the Board of Directors under the terms of the resolution, the full and natural text of which has been made available to shareholders since the convening of the AGM.

Approved.

It is approved, so it's adopted by a majority for the resolution to adopt the performance of the Board of Directors of Enagás, S.A. in the 2021 financial year.

Approved.

It is adopted by a majority. Fifth resolution to reappoint the Ernst & Young SL as auditors of Enagás, S.A. and its consolidated group for the financial year 2022, 2023 and 2024. Is it approved?

Yes, the resolution is adopted by a majority.

Sixth resolution, appointment reelection and ratification of members of the Board of Directors, the following resolutions shall be voted out separately. 6.1 to reelect for the statutory period of 4 years to Antonio Llardén Carratalá, who will have the status of another external director.

Approved.

It is adopted by a majority. Mr. Antonio Llardén Carratalá present at the meeting accepts this appointment and declares that he is not subject to any legal prohibition or incompatibility for the performance of institutes. 6.2 to ratify and point as director for the statutory period of 4 years, Arturo Gonzalo Aizpiri who will have the status of executive director.

Approved.

The resolution is adopted by a majority. Arturo Gonzalo Aizpiri present at the ceremony accepts this appointment and declares that he is not subject to any legal prohibition or in compatibility for the performance of his duties. 6.3, to reelect for the statutory period of 4 years as Ms. Ana Palacio Vallelersundi as an Independent Director.

Approved.

Yes, it is adopted by a majority. Ana Palacio Vallelersundi present at this event accepts the appointment and declares that she is not legally prohibited or incompatible in any way. 6.4, to appoint for the stature period of 4 years, Maria Teresa Costa Campi as an Independent Director.

Approved.

It is adopted by a majority, Maria Teresa Costa Campi present at the meeting accepts this appointment and declares that she is not legally prohibited or incompatible in any way for the duties appointed to a point for the statutory period of 4 years. Ms. Clara Belén García Fernández-Muro as an Independent Director.

Approved.

It is adopted by a majority. Ms. Clara Belén García Fernández-Muro, present at this meeting accepts the appointment and declares that she is not legally prohibited or incompatible in any way to perform her duties. 6.6, to appoint for the statutory period of 4 years, Mr. Manuel Gabriel Gonzalez Ramos as an Independent Director.

Approved.

The resolution is adopted by a majority. Manuel Gabriel Gonzalez Ramos present at the meeting accepts this appointment and declares that he is not legally prohibited or incompatible in any way for the performance of his duty. 6.7, to appoint as a Director for the period of 4 years. Mr. David Sandalow as Independent Director.

Approved.

It is adopted by a majority. Following these appointments, the number of directors remains at 57 resolution to authorize the Board of Directors as broadly as is legally necessary to increase the share capital on one or more occasions and at any time under the terms and within the limits set forth in Article 297.1.B of the Spanish corporate law. Within a period of 5 years from the date of adoption of this resolution and up to half the current share capital. We've both increases agreed in exercise of this authorization and those that may be a great person to other authorizations that the AGM may have granted or may grant to the Board of Directors. All of the above under the terms of the resolution and the full and natural text of which has been made available to shareholders since the announcement of the AGM.

Approved.

This resolution is adopted by a majority. Eighth resolution amendment for the purposes of Article 529 million of the corporate law of the directors' remuneration policy for financial year 2022, '23 and '24, to adopt it to the termination of the executive duties of the Executive Chairman, to the remuneration conditions of the new Chief Executive Officer, to the modification of the maximum limit on directors' remuneration in their capacity as such and to the company's long-term incentive plan. All of the above under the terms of the resolution and the full and natural text of which has been made available to shareholders since the announcement of the AGM.

Approved?

Yes, this resolution is adopted by a majority. Ninth resolution to approve in accordance with the provisions of Article 219 of the corporate law and Article 36 of the Articles of Association, a long-term incentive plan 2022-2024 for the Executive Director and the members of the management team of Enagás, S.A. and its group of associated companies under the terms of the resolution, full text of which has been made available to shareholders since the announcement of the call to the General Meeting.

Approved.

This resolution is adopted by a majority. We proposed to the -- tenth resolution, we proposed to the AGM to vote for consultation purposes on the annual report on directors' remuneration, which is made available to the shareholders for the purposes of Article 541 of the consolidated text of the Spanish Corporate Law.

Approved.

It's adopted in an advisory capacity by a majority vote. 11th resolution, we have put other availability of the shareholders, a report not subject to vote on the amendments made to the regulation of the organization and functioning of the Board of Directors of Enagás, S. A. since the last AGM in order to adopted to law 5/2021 of 12th of April, which amends the Spanish Corporate Law. This point release for informational purposes. And therefore, is not subject to vote. And the 12th resolution to delegate to the Board of Directors, its Chairman, its Secretary and each of its directors, the pass required for executing and formalizing the resolutions adopted by the AGM, all under the terms of the resolution, of which full tax has been made available to shareholders.

Approved.

Yes, this also is adopted by a majority. And therefore, voting is over.

Now that we have completed the voting process, I would like to close by thanking the Board of Directors, which I have the honor of cheering, and all of you, dear shareholders, for attending this annual general meeting and for your confidence in Enagás. Thank you very much. The meeting is adjourned.