Enagás, S.A. (BME:ENG)
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Sep 11, 2026, 5:35 PM CET
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AGM 2021

May 27, 2021

Antonio Llardén Carratalá
Executive Chairman and President, Enagás

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 of 2021, March 12th, and as a company for which health and safety is a priority, this year, we also celebrate our shareholders meeting electronically, remotely. I trust that next year, with 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 find that everything's 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. Unimaginable. 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. 1,244 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 Enagás's people and their commitment what allow me to talk about the future in my intervention. First, Secretary General will report on the quorum and the main items on the agenda for this meeting. Then, the CEO will give an overview of the results and milestones of the year 2020. 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 Calderón. The members of our Board of Directors have joined us with a remote connection. Let me now give the floor to the Secretary General of the Board of Directors.

Rafael Piqueras
Secretary of the Board, Enagás

Thank you, Mr. President. Good morning. The shareholders meeting was announced on April 21, 2021, via publication in one of the daily newspapers with the broadest circulation in Spain on the website of the CNMV and the Spanish Securities Market Regulator and on the company's website. For purposes of Article 11-3 (3) and associated articles of the Corporate Enterprises Act, the board of directors makes the announcement. The proposed resolutions and all the 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 Enterprises Act, a notary is indeed present at this meeting.

This meeting is being 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 12th. Given the risk derived from the gathering of people entailed by an in-person 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 the 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 the 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 12:00 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, owners, 113,261,594 shares, which make up 43.33% of the company capital. In total, attendance, shareholders present and named by proxy, 1,960 shareholders that represent 48.96% of company capital, all 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 Enterprises 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 quotas 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 list of 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 that the documentation available to shareholders has been read.

Lastly, I would like to inform you too 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 AENOR certification that accredits this 2021 shareholders meeting as a sustainable event according to the relevant ISO standard.

Antonio Llardén Carratalá
Executive Chairman and President, Enagás

Well, thank you. Perfect. Once knowing the attendance data, we declare validly constituted 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
Notary Public, Madrid

Good morning. In accordance to Article 101.3 of the company's register regulations, I would like to ask shareholders if they have any reservations 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 shall now give the floor to the Chairman.

Antonio Llardén Carratalá
Executive Chairman and President, Enagás

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
CEO, Enagás

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. My address will be brief. I will focus on the following topics: Enagás' good performance in 2020, the good performance of our affiliates, and two 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 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 normal provision of an essential service for society with 100% technical and commercial 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.

We exceed our goal, thanks to. First, a 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 non-recurring 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 rates. Standard & Poor's and Fitch, how the ratings are BBB+, in line with similar companies. 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 Enagás' 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. 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 the European gas pipeline, the Trans Adriatic Pipeline, after more than four years of construction. It is a key infrastructure for European energy diversity security.

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 Enagás's income. In the same area, through our affiliate, DESFA, in Greece in 2020, we have ceded to two 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 Al Zour 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. 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 True Companies Group and the second-largest pipeline operator in the Bakken Basin. In 2020, we have confirmed the following, among other things, that it is crucial to be ready to be able to adapt 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, with 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 a 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. They adopt new, more collaborative, agile, and flexible work scenarios. We have also incorporated advanced analytics and artificial intelligence tools so as to achieve more predictive and prescriptive maintenance of our infrastructures. We have especially intensified the automation of processes this year, more especially with the Gestor Técnico de Sistema. 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+i in our Zaragoza Innovation Center. Innovating represents being disruptive. We are disruptive, very much so, through Enagás Emprende, which in less than five years has already invested about EUR 40 million in 14 startups with two 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 promoted by Enagás employees.

We've helped them to become startups, and today they are reference points in their sector. Such as Scale Gas, which is specialized in small LNG infrastructure. Who, through this subsidiary in 2020, we have launched the first hydrogen refueling station in Spain and Madrid for low-range fuel cell electric vehicles, and we are building the first LNG supply ship in a Spanish shipyard, which will operate at the Port of Barcelona, and another one will do so in Algeciras. With, of course, all this with support of European Commission. Another of our startups, Gas2Move, is a sustainable operator of the last mile logistics, has recently been strengthened with an entry into its shareholding of the ILUNION Group, a leader in social inclusion, and it has evolved into a new brand, Llewo, which is sustainable from a broader, greener, and social perspective.

This social component is also present in the startups of renewable gases 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. 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 addressed 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 companies have given support to nearly 15 of them. A good instance of how companies that usually compete are also capable of very quickly reaching agreement and collaborating.

Let me finish by thank you, Mr. President, for your confidence. Thank you to the Board of Directors. Thank you for one 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 at Enagás we'll 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 Chairman and President, Enagás

Thank you, Marcelino. Thank you again for your attention, ladies and gentlemen, shareholders. I will start my address also with a remembrance to all the people who have lost their lives in this pandemic. My heart goes out to all their 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 a 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 our challenges and commitments. I will end with a strategic note based on these pillars. First of all, in the environmental field, the first pillar. Our contribution is embodied in the company's total commitment to decarbonization, which is a global challenge, urgent, that is imperative as well, a responsibility that we have 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 emissions 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 cease 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 existing 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. As things stand today, it has a but, let's say, the price. To make it competitive, there are three levers. First lever, innovation and development of new, more efficient technologies.

At Enagás, we are working on several projects, the most advanced of which is a very innovative photoelectrocatalysis process with Repsol to generate 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 to be efficient at the same time as called for by the European Commission. The initiative European Hydrogen Backbone in the lab 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 NextGenerationEU 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 NextGenerationEU funds of the European Union in Spain. Some of them are candidates to become approaches 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 joint 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 this social criterion for Enagás, for this board of directors, and for me, especially as chairman, maintaining and creating employment is a priority, especially in this environment in which one of the worst consequences of the crisis caused by the pandemic all around the world is unemployment, which stands at about a high rate. Here, too, as in 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. 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 great care to the health and well-being of our staff members with a greater reinforcement to our strategy and safety prevention. 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 advance 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 a 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 these projects 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 effects of COVID-19 on society. 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 volunteer activities, contributing part of their time and their talent.

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. Do you allow me a minute to drink some water? I move now to the section on governance and corporate governance, the third ESG criterion. Our commitment is clear to advance each year to comply with both the good governance code of the CNMV in Spain and the most stringent international recommendations our shareholders send 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.

Today, precisely, we submit for your approval the reduction in the number of total members of the Enagás board of directors from 16 to 15, and the incorporation of two new female directors with an extraordinary professional track record. I'm talking about Natalia Fabra and Maité 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're getting closer to the goal of 40% that the recent revision of this code establishes for 2022 on. I would like to emphasize 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, generational matters, ways of thinking, et cetera. Returning to our board of directors and to conclude the section on governance, I want to make a special mention of three members of our board of directors who are ending their term today. Rosa Rodríguez Díaz, Luis García del Río, and Martí Parellada Sabata. The three 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 to all three of you. Everything I have been telling you reflects Enagás leadership in each of the three ESG criteria.

This has been recognized by the main global indexes that measure this kind of results. The Dow Jones Sustainability Index, which has called us as world leaders in sustainability in our sector for the fifth consecutive year. We are the third world company in the Bloomberg Gender-Equality Index. S&P 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. Truly, for us, this datum is very positive.

We have seen this increased little by little over the last month, and we are really satisfied with this. Our commitment to you, to all the shareholders, is absolute, and that is why we maintain the dividend policy in place until 2026, 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 €1.68 per share charged to the financial year 2020. For 2021, 2022, and 2023, we maintain the growth of our dividend at 1% per year. From 2024 up until 2026, with the data available to us today, we commit to maintaining a sustainable dividend of €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 + 139% against an IBEX [audio distortion] that has fallen by 36% average. Before concluding, I will make a strategic point about the three main business areas of Enagás today. First, and the most important part of our business, our 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 on more than 50 projects in the fields 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 three pillars on which the future of Enagás is based. To do that, we keep our commitment unchanged and to be more precise and exact, four commitments. First, commitment to the economic and social recovery as a company that generates quality employment, the cornerstone for sustainable growth. The second commitment to the energy transition. To fulfill our commitment to carbon neutrality by 2040 and to support the dynamism of the renewable gas market. This positions 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 infrastructure and new projects. Fourth, to you, ladies and gentlemen, the shareholders, to contribute added value, especially in uncertain times like those we are facing. 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 maintain 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. After my intervention, I would like, from a formal point of view, first and in compliance with the legal and statutory requirements, the financial statements of both Enagás, S.A. and its consolidated group are submitted for examination approval by the shareholders. I give the floor to the Secretary, who, at the invocation of the Chairwoman of the Audit and Compliance Committee, will explain the basis of these proposals.

Rafael Piqueras
Secretary of the Board, Enagás

Thank you, Mr. President. On instructions and on behalf of the Chairperson of the Audit and Compliance Committee, Mrs. 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 February 19th, 2021, based on a prior favorable recommendation by the Audit and Compliance Committee, 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 a 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 non-financial information statements with the content determined by Law 11/2018 as of December 28th .

The external auditor's 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, Chairwoman of Enagás, S.A. Audit and Compliance Committee. Thank you, and congratulations to the President of the Audit and Compliance Committee. He has completed the time for speeches, opens. The Secretary will proceed to read the speeches that shareholders and representatives who attend electronically have made through the company's website. There have been no questions made, so we can now go to the voting.

Antonio Llardén Carratalá
Executive Chairman and President, Enagás

Thank you, Mr. Secretary General. 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 meetings that have been constantly available to the shareholders.

Rafael Piqueras
Secretary of the Board, Enagás

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 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 1st and December 31st, 2020. Well, in view of the information provided to the Bureau of the Board, this proposal was approved by the necessary majority. Second proposal, approve the consolidated non-financial information statement included in the Enagás Group Management Report for 2020.

In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. Third proposal, to approve 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. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. Fourth proposal, to approve the performance of the Board of Directors of Enagás, S.A. in the 2020 financial year. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. 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 four-year term as Independent Director. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. 5.2, to appoint for four years Mrs. María Teresa Arcos Sánchez as an Independent Director. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. Following these appointments, the number of directors is set at 15. Proposal number six, 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 and 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. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. 6.2, amendment of Articles 18: General Meeting and 27: Attendance, Proxies, and Voting. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. 6.3, inclusion of a new Article 27-bis: Solely Remote General Shareholders Meeting. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority as well. 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. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority.

6.5, amendment of Article 49: Preparation for the Annual Accounts, and Article 55: Filing and Publication of Annual Accounts. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. Proposal seven, 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 12th. 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 four: Competences of the General Shareholders Meeting. In view of the information provided to the Bureau of the Board, this proposal is approved by necessary majority.

7.2, amendment of Articles five: Calling the General Shareholders Meeting, seven: Shareholders' Right to Information, nine: Right to Attend, 10: Right to Proxy Representation, 11: Right to Vote, and 14: Attendance and Speeches by Others. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. 7.3, amendment of Article 16: Disclosure. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority. Eighth proposal, to delegate the Board of Directors with express replacement powers, the power to resolve issuing in one or more times any fixed-income securities or analogous simple or secured debt instruments for a maximum of EUR 5 billion. In view of the information provided to the Bureau of the Board, this proposal is approved by the necessary majority.

Ninth proposal, to delegate to the Board of Directors for a maximum of five years, and with express replacements powers. The power to resolve issuing one or more times any fixed-income securities or analogous convertible debt instruments, or those which give the right to subscribe the company shares or which can be exchanged or give the right to buy shares of the company or other companies for a maximum of EUR 1 billion. T o increase share capital by the necessary amount and exclude, where applicable, the pre-emptive subscription right.

To a limit of 10% of share capital at the time of this allocation of powers. In view of the information provided to the Bureau of the Board , this proposal is approved by the necessary majority. 10th proposal, to approve for the purpose of Article 529 novodecies of the LSC, the Director of Remuneration Policy for 2022, 2023, and 2024. In view of the information provided to the Bureau of the Board, this proposal is approved by necessary majority. 11th 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 Enterprises Act. In view of the information provided to the Bureau of the Board, this advisory proposal was approved by the necessary majority.

Proposal 12, report non-subject to vote on amendments to the rules and regulations of the organization and functioning of the Board of Directors of Enagás, S.A.. Introduced since the last general meeting of shareholders for purposes of adapting them to the partial revision of CNMV, these good governance codes of listed companies of June 26th, 2021. This point is for information purposes only and therefore not subject to vote. 13th proposal, to delegate to the Board of Directors, its chairman and its secretary, and each of its members, the powers required 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. In view of the information provided by the Bureau of the Board, this proposal is approved by the necessary majority.

Antonio Llardén Carratalá
Executive Chairman and President, Enagás

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 five days in accordance with Article 525 of the Corporate Enterprises Act and will be included in the minutes of the meeting. Once the vote is over, I wish to end my words with 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. 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.