Thank you very much. Thank you for being here with us. Dear shareholders, as the Chairman of the Board of Directors, I would like to welcome you to this AGM that is held as an ordinary general shareholders meeting and for a few years now we hold it both in person and remotely simultaneously. I would like to thank the presence o f the members of the Board. Directors that are here present. We therefore consider the session open. The AGM score was published on 22nd of February this year on the company's website, on the website of the CNMV and also in several national daily newspapers.
The meeting's agenda was included in those publications and is also on the attendance c ard that you have in your possession. I propose that we consider it read, you do.
Thank you.
Now the Secretary is going to provide you the quorum data that we have at the current time.
The summary of those present is the following. Present, 205 holders of 632,517,000 that account for 69.46%. Represented shareholders, 326 holders of 260,224,342 which account for 22.32%. Total, 531 shareholders holders of 159,949,652 that account for 71.73% of the shares of the capital. This may include some changes in the amount of shareholders because they can register until 9:00 A.M.
According to articles 193 and 194 of the Corporate Law and 9 of the Regulation of the AGM, we meet the legal requirements needed to declare the AGM validly constituted in the first call. Given the attendance data provided, I consider that this AGM has been validly constituted in a first call.
The Bureau of the AGM is made up of the board members that are here in the room or who are connected by video conference, as well as.
The Secretary and myself.
Moreover, I would like to inform you that according to Article 203 of the corporate law and as it was included in the call, we have asked for the presence of the public notary of Madrid, Mr. Fernando de la Cámara, to take minutes of the AGM. I give you the floor.
Thank you very much. Dear President, good morning. My name is Fernando de la Cámara, I'm a public notary of Madrid and I've been asked by the company to take minutes of the AGM meeting according to the corporate law. I would like to ask those persons if there are any reservations or complaints regarding the quorum figures that have been given both present and represented. Given by the chairman. If anyone would like to make any complaints about this, we will include it in a minute.
Thank you very much. Dear notary, I would like to thank the shareholders.
I would like to take the floor after my report and that of the Secretary. If you haven't done it so, please hand in the form with your question to the hostesses in the room, also those who participate remotely. You can also send us your questions.
You can ask for the floor.
Through the corresponding form. At the end of the presentation, the Secretary and myself will answer any questions you may have.
If any shareholders.
Wishes for the question to be taken note literally in a minute, please send us a text that you will use or please expressly mention it in the form. Once the interventions have finished, we will vote on the resolutions and the Secretary will give indications about how the process works. The basic rules are the same as in previous years and are included in the regulation of the AGM.
I'm just going to make a summary.
The voting of the resolutions regarding matters included in the agenda. All shares present or represented shall be seen in favor of the motion, minus those against and abstention, as well as those who are in the room, and if they leave the room before the vote, as well as they inform us so. The same will apply to those attending remotely if they leave the room without exercising the right to vote. The voting of the resolutions regarding matters not included in the agenda, they will be done in the following manner. All shares present or represented shall be against the motion, minus those in favor and the abstentions, as well as those who leave the room before the vote and state sorry will be included. The same will apply to those who are present or represented remotely.
I would like to inform you that for those who are here in person, if anyone would like to know that.
They are leaving the room, they can
Do so by approaching the table for that purpose, and that is entitled Exit Registry.
We will take note for the quorum.
We will also take note of your vote in the case of the shareholders and representatives who are present remotely. If you leave the room, you can cast your vote before you disconnect, because you can vote at any time in any item, for any item of the agenda.
First, we will vote the resolutions put
Forward by the Board of Directors.
If there are any others, they will be voted after. Once a proposed resolution has been adopted,
All other relating to the same matter
Which are incompatible shall be withdrawn.
Perfect.
Now that the process has been clarified, if it's okay with you I'm going to make a short intervention that
Has to do with the company's activities.
In the year 2024, I will also look at what's been.
The last few years for the company.
The strategic plan. My presentation will have three sections.
I'll leave for the end.
The resolutions.
That shall be voted in this AGM. Let's start with the results of the year 2024.
The first message I would like to
Convey is that once again we've had a year with a volatile scenario where the energy prices have been changed in an erratic manner for the part of the year and in all the energy indexes we have seen falls of around 20%, 25%, and 30%. Oil is stable. However, as I explained in the last AGM, the decoupling between the gas and oil prices has been constant over the last few. In this scenario, the company presents as a summary eight key figures: the level of turnover at nearly EUR 19.3 billion that have generated an operation margin, EBITDA, as you wish to call it, of EUR 5.365 billion. Of those, we have had an operating cash flow of nearly EUR 4 billion, allowing us to have a net result sold above EUR 1.9 billion.
In this scenario, the company has devoted the cash flow to invest over EUR 2.2 billion to contribute to society through tax, for a total of over EUR 1.5 billion. The proposal of dividends that we bring here with you, together with the dividends that were paid in the months of April and November 2024, account for EUR 1.345 billion. This has allowed us to have a debt level that has not gone above EUR 12.2 billion. Financial statements in record levels passed in 2023, although clearly the scenario where we have carried out our activities has been more challenging than in previous years. As for the results contribution, there has been a balance between the different revenues coming from the different areas of our business, as well as activities that have to do with the distribution networks both for electricity and gas.
In terms of strong currency results, over 75% of the revenues and the results obtained by the company were in countries and in strong currencies such as Euro or US Dollar. The balance sheet of the company continues to be robust with a very balanced distribution between net debt and tangible assets. As you can see, our net debt is of EUR 12 billion, with net debt EBITDA ratios, which is the ratio that we use to measure our robust position, that is over 2x . That means that we have managed to keep the rating of true. That means that also we have been able to go out to the capital markets to issue new bonds at very competitive costs.
Moreover, the company has worked on liquidity.
Lines in order to have a cash in order to carry out investments that could be sometimes opportunistic and that account for over EUR 11 billion as of today. The company is ready to face the future from a position of financial robustness. In terms of the cash flow, I would like to say that before dividends, the cash flow was slightly higher than the dividends that we propose to distribute. That means that throughout the whole year, cash generation is able to face the investments needed for the business. Maintenance is able to fulfill all the obligations that have to do with taxes and levies that the company have had to pay, as well as proposing the dividend policy that will be subjected to vote to NEG 's AGM.
The debt is at the same level as last year and we already said last year that it showed great solvency. As for investments, one of the key issues for any company such as ours, I would like to say that they have been distributed in a very balanced manner between what has to do with our commitment to energy transition and renewables generation, as well as energy distribution networks, a small part of it is kept for those businesses that still are competitive. In terms of countries, Spain has received half of the investments that have been implemented. When we make an analysis of the asset portfolio that the company currently has per business, we are already at a level of over 7.3 GW of power installed in renewables. I would like to highlight the strong presence in Spain and the wind energy is bigger than hydropower or PV.
In terms of distribution networks, I would like to tell you that we own over 140,000 km of gas distribution networks and 160,000 km of electricity distribution networks. In terms of connection points, we are providing energy to almost 12 million gas customers and over 5 million electricity customers. I would like to highlight that we maintain the investment pace at record levels. I would also like to highlight that this investment was made with projects that have been developed by the company itself, in our jargon, what we called organic growth project, without the need to.
Go to the
Companies at market. Therefore our growth has been robust and it has been promoted by the company's teams. To conclude, I would say that bearing what we expected from the market and even considering our own forecasts in June, the company's results have managed to overcome both and to meet both goals, meeting the expectations that have been set by the company for this financial year. As you can see we've also.
Been able to surpass the figures in
Terms of net result.
Finally, we'll also propose a dividend.
That is higher than expected, both by the market and also according to our own
Forecasts. We have robust results in line.
With our figures in the past. To conclude, 2024 concludes with three key messages. A more challenging scenario, more volatile scenario versus the previous year. Results that are in line with the record levels and results that overcome both our goals and the market expectations. Let's move on now to the second section of my presentation and it's an overview of what we have done, what Naturgy's Team has been doing since 2018 and that ended in 2024 before we start a new era with a new strategic plan. In the year 2018, we set certain action lines on
The transformation plan for the company.
In terms of the different action lines, we wanted to be efficient in our operations. We wanted to mitigate volatility and reduce the complexity of our portfolio. We wanted to act with financial discipline. We wanted to constantly improve customer service. We wanted to work to constantly motivate our team, our employees. We wanted to advance in everything that had to do with ESG goals. We wanted, if possible, to maintain and strengthen our commitment with society. As a consequence of all those actions, we were or we believed that this would give us value for our shareholders. If it's okay with you, I'll have one slide for each of these action lines.
With regard to the operating expenses or efficiency, we've gone from 2018 where the operating expenditure amounted to over 36% of the margin to a year 2024 where the same operating expenses amount to 24%, reducing the operating expenses from EUR 2.4 billion to EUR 1.9 billion. Regarding volatility, we have gone from a year 2018 where nearly 30% of the volume of our portfolio in our LNG business was referenced to the same index, both the buying and the selling of the gas. Whereas in 2024 that now accounts for 66%, 2/3. Moreover, since the year 2018 till the year 2024, we have balanced the level of balance between the generation and sales at fixed price. As you know, the generation of CCGTs include what we called non infra- marginal, whereas the infra- marginal energy has been balanced out with a long term portfolio.
We've also streamlined and rotated our asset portfolio, leaving some businesses in more volatile countries or not as safe countries and betting on safe countries such as Spain, the U.S. and Australia. As you can see, the levels of investment and divestment have been quite similar in amount. That clearly is an example of the asset rotation that we have carried out. Regarding the financial discipline, it's been based on four main actions. We wanted to demand a minimum yield from our projects in locations where we have an industrial role and a control position. We wanted to focus on investments that had to do with energy transition and in stable geographies. We didn't want to put at risk under any circumstances the BBB rating that allows us to continue issuing in the capital markets debt at a competitive cost.
The conclusion of these seven years of work is that we have generated about EUR 35 billion of cash that have been devoted mainly to divestment, over EUR 14 billion dividends, approximately EUR 10 billion, paying our taxes and contributing to society with nearly EUR 7 billion. There is some money left for us in order to reduce the debt and amortize hybrid bonds. Our third action line has been working for our customers and improving service. As you can see, between 2018 and 2024, we have carried out actions that I summarized in those four graphs that you have on the screen in order to improve the amount of customers that recommend Naturgy that has gone from 49% to 70%, in order to resolve incidents on the first call that have gone from 49% to 81%, to improve digital support over the last few days
You've probably seen in the press that we're talking about new platform who has this as a key objective. In our actions with customers, we've gone from 12% to 54% even though it wasn't still fully operational. We want to restore supply to our customers in the least possible time, reducing it in 12 minutes from 47 to 34 minutes. This does not mean that our customers are fully satisfied. In the future we will work on that so that the figures can be even better over the next few years. We also haven't forgotten about all of those who give an important part of their lives so that this company improves and moves forward, all our employees. I've highlighted here four important ratios that show the work we're doing in that direction. On the one hand, we have improved customer satisfaction.
When we measure it in NBS, it has gone from 61% to 83%. We have also intensified our training programs and 98% of our employees have
Had
Some training over the year 2020 or in this since 2018 to 2024. We have also improved or increased the amount of women present in management positions from 28% to 40%. We have also committed to the future increasing the amount of people who have joined from the new generations. That is why our ratio of employees under the age of 30 has gone from 6% to 15%.
We have also moved forward in terms
Of ESG and as proof of this
We have reduced in the year 2024
By 44% the emissions that we had in 2018. In 2018 we have reduced them only by 11% versus 2017. We have increased the amount of projects where we work in favor of biodiversity from 300 to 368. We nearly have 90% of our suppliers and that those who are audited are under the same principles that we believe we'll continue working on these actions in the future. We continue to increase those ratios in the future and nearly 90% is in taxonomy, which means that not only are these figures true, but we continue to audit and control them in such a way that we maintain stability when we follow up goals. I was saying before that we had advance in the energy transition and this is something that we have done thanks to our investment.
In the period 2018 to 2024, we've invested over EUR 14 billion in energy transition. The installed generation mix, as you can see in the graph, has changed substantially. We decided to close coal and commit to the new technologies. As you can see, coal is no longer part of our energy mix in 2024 and the new technologies have increased in installed capacity by 4 GW versus what we had in 2018. This is a clear demonstration that our commitment for energy transition measured in terms of energy generated is a reality.
I must not forget either the commitment of the company with society. We understand our commitment with society from different angles.
What we call the solution to the energy trilemma. Affordable prices, supply security, and advancing intercarbonization. In terms of supply security, I can tell you that we have 10 GW of CCGTs available. 10 GW in 15 units or 15 cycles that can provide electricity at any time, whenever needed. That guarantees that given an intermittent mix, we can provide electricity when the operator decides it. Moreover, and this is something that the gas systems operator knows well, we have 30% of the gas that comes from Spain with a long-term take or pay contract, basically contracts that force us to take the gas whether we use it or not. That gives peace of mind to the system's operator in order to prevent stress in the energy supply when we have situations of emergency. For instance, last week we read on
The press that we could be facing
A potential crisis situation
In terms of gas supply, because of the cold front, we, company is ready to meet these demands thanks to long
Term take or pay contracts. I would like to highlight the one that we've had for over 50 years.
We've had a partnership relationship with our
Partner and customer Sonatrach and as you
Know
Is the only capacity that the Iberian Peninsula has to be supplied by pipeline in the long term. Moreover, through the work of our foundation.
Activities, we have devoted efforts in order to work in two directions.
First, the education.
Commitment to education. Education to promote vocational training in people that will continue to grow again in the market. Being able to provide this country with greater technical capabilities.
The technological vocation support in our youngsters with our program FEG education. You can see the figures are incredible. Having worked with over 145,000 potential professionals in the world of energy and having trained over 1.3 million youngsters, the Naturgy Foundation also has direct social actions. Not only through the foundation, but also providing social assistance to many people. We have had over 300,000 people that have benefited from the social programs. Thanks to who? Thanks to our volunteers. Mainly our volunteers, all of them company’s employees. A total of nearly 1,300 volunteers between Spain and Latin America that in a totally altruistic manner, dedicate time after work to make sure that the foundation's programs can make increasingly more sense.
In the year 2014, we closed a cycle, a cycle that has to be
Compared to the cycle that started on
The AGM in 2018 that set certain goals for that first strategic plan. As you can see, all of them have been fulfilled thanks to the effort of all the employees of this company.
Thanks to also. We start giving more importance
To the
P & L. As you can see, the results have been as expected and the net has been below also the maximum goal. This has also led to value creation. This is a period during which all these policies, all these actions have concluded, creating value for shareholders.
If we just compare two ratios, the return on our own equity in 2018, that ratio was below 8% and in 2024 it is over 16%. If we talk about the return on the capital invested, in 2018 that ratio was 6.5% and in 2024 it's greater than 11%. The total returns for the shareholder has shown the work of the whole team surpassing the same with an investment in the events for that period of 2018 to 2024, our shareholder total yield was 9.3%.
If it was in the average of
The value, it would be 5.9%. During this time, Vivo have also improved.
The remuneration to the shareholder. Before the year 2018, the company paid a dividend of EUR 1 per share.
In the year 2024, we will propose to use as a dividend for 2024
Will be a total of EUR 1.6, which means that in the period 2018-2024 we have distributed a total of EUR 9.993 billion. On to the third part of my presentation.
It's related to the strategic plan that has just been approved by the board in its session held in February. The industrial model of our company is based on three main pillars. A company with an integrated value chain from electricity generation, gas supply, electricity distribution, gas distribution, and commercialization and trading of both. Thanks to this, we have a natural hedging against volatility. Also, the networks, with an approximate weight of 50% in our P&L, provide us with a stable cash flow. Second, a strategic position both in gas and electricity. In gas, we consider gas is the cornerstone of energy transition. It allows us to make many systems flexible. Thanks to natural gas, in the future we'll be able to combine this renewable gas, biomethane, and hydrogen to have a real decarbonization electricity.
We're focusing on decarbonization and both things are based on exercising and maintaining what we call flexible generation and storing, which is going to be more important in order to ensure supply stability in the system. The more renewable generation we have, the more interventions we'll have, and the more important flexible generation and storing will be to prevent crises, highs and downs. Last but not least, we have clients. Clients at the core as our focus, as the only guarantee to maintain our activity in years to come. Regarding clients, we clearly focus on the new management platform. It's simpler and it includes technology. The last level, it's more robust, more agile. With this we can differentiate from others without increasing the cost. It allows us to be more ambitious.
The ambition of our client management system, with the support of technology, needs to be one of the three keys for competitiveness in coming years. How are we going or how are we continuing to apply these principles of our industrial model? First, we need to continue to be excellent in our management. This excellence is understood in two different ways. On the one hand, we are top of the class operators in each of the link of our production chains. Second, with innovation, we can use it as a tool for continuous improvement. The second execution principle is discipline, financial discipline. We are always committed to investing without risking our rating in the capital market. We require minimum returns to make sure that investments create value. We always maintain options for inorganic growth that are never part of our economy. Express goals that I'll explain later.
Last but not least, creating value for shareholders. We understand this in two different ways: remunerating shareholders in an appealing and sustainable way and also promoting actions that will make us move forward and have more free float and liquidity for our shareholders. In this 2025-2027 period, we expect to generate EUR 16 billion as the origin of the funds that will be devoted to three main items. First, investment, of course we could have it otherwise. Then dividends. Third, contribution to society by paying taxes. Besides this, we're going to devote EUR 2.3 billion to a program of treasury stock buyback to establish this free float. Investment will be the most significant item for these funds that we're going to generate. In three years it will reach approximately EUR 6.4 billion. It will be focused again mainly in networks and renewable generation.
We're going to devote a significant part of our investments to gas, including biomethane. We understand it's a source. It's a future of decarbonization and the repurposing of existing gas infrastructures. In the short term, in this way, we're going to make investments. In Spain, we can capture plenty of opportunities regarding energy transition. Both in networks and renewables, we have many projects in the pipeline. We're going to work on them based on the same principles I mentioned earlier, with discipline and operational excellence that this project
Are profitable.
Now, shareholder remuneration. We have a proposal for 2024 that involves moving from EUR 1.40 to EUR 1.60. We've already distributed two interim dividends. EUR 1.050, another one of EUR 0.50 payments. We call them interim dividends. Today we're going to propose a new dividend of EUR 0.60 on 9th April. The policy starting now, our proposal, as I said earlier, we want it to be appealing and growing. We want it to grow EUR 0.10 a year per share. Besides, we have taken to an ability to improve the dividend. If we haven't placed our treasury stock, this treasury stock that theoretically accrued even that is never paid, this will be distributed to the company shareholders.
In order.
To increase our liquidity. Our goal today, that we submit today to the AGM, is a partial and voluntary takeover bid at EUR 26.50 per share. This offer would be carried out through what we usually call a takeover bid. It will address up to 88 million shares. Before this AGM and as it was explained to the market, still a relevant fact a few days ago. This has been supported by the four reference shareholders represented at the Board of Directors. Once this offering has been completed, Naturgy will try to redistribute these shares in the market to increase the free float. This price of EUR 26.50 per share, since it's a voluntary offer, it doesn't need to be approved. I would like to be clear on something.
This price will be regardless of the dividends paid in the period from the launch of this offer, if approved by the AGM, until the proposal is settled.
In our plan for 2025 to 2027
We're going to move forward in ESG regarding the environment. We're going to reduce our emissions and we're going to grow
Our
Emission free capacity capacities. We're going to move forward in our goals related to social goals and also the company's governance. Today you're going to vote on a restructuring of the board aiming at, according to what losses, aiming at proportional representation of our shareholders. Regarding the main metrics, over this period of three years, our goal is to maintain a record what we've done in the past two years. We want to keep that for the next three years. EUR 5.3 million. This is EBITDA. Also We want to maintain our net result and the investment effort. We want to maintain these record levels. This is quite a challenge in terms of management for all the group businesses and for all the offices and members of staff of this company. I think this is possible if we work on the pillars that I mentioned earlier.
Thanks to our sound management model and with the commitment of all of our employees. I'm going to finish with our conclusions. We have a robust industrial model and we have clear financial goals. Our industrial model seeks to capture value from an integrated position and strengthen ourselves in our gas and electricity basis. We don't understand energy transition without combining and balancing position in gas that provides a company with flexibility and a position of electricity which allows us to move forward in decarbonization. We want to continue to improve our operations. We want to be excellent there.
As
As pursuing our goal of further focusing on our customer satisfaction, we want to maintain our commitment to energy transition. We've seen them in the past. We're going to continue to see this in the future, and this is supported by a sound investment policy. Last but not least, yes, we want to continue to grow, to invest with discipline while maintaining options, financial goals. I referred to this earlier, they will maintain a record level in the next few years, always preserving our credit rating. That will allow us to go to capital markets and debt markets in the best possible conditions to take advantage of these, reestablishing liquidity, free float, which is always an alternative for shareholders. Last but not least, providing an appealing remuneration for all of you. The challenge for 2025-2027 is an important one.
This challenge involves the commitment of all of Naturgy's employees. I can tell all of you dear shareholders, that you have our commitment to achieve this. We expect that in the coming years, these three years will report how our results are moving forward compared to these goals. We hope that we can improve this if we find opportunities that will allow for that. Thank you for your attention. Now we are going to move on to our next item in the agenda, which is giving the floor for comments. I remind you that if you want to take the floor, or if you have not submitted a question form, you can do it right now. I would like to remind the shareholders taking part online that the time to ask questions stops now. The secretary will give the floor to the shareholders that have requested it.
We will read the questions asked online and both of us will answer those questions. If necessary, I'll remind you that if some of them are very accurate, we have a term of five days to deliver the answers to you.
We have three questions, Mr. Chairman. The first one is on site. I give the floor to Mr. Jose Antonio Del Barrio.
Mr. Chairman, dear shareholders, officers, and Naturgy Energy employees, I would like to congratulate you for the great job you did in 2024, which has been rewarded with a profit of EUR 1.9 billion of profits in line with the historic record of 2023. Mr. Chairman, I voted in favor of the takeover bid of 10% of the company capital. I have to ask you, Mr.
Chairman, if you blindly trust the solution to increase the free float and to enter some indexes and stabilize now the energy's capitalization upwards. Aren't you scared of finding people that trick amongst the four reference shareholders that will not honor the word. Wouldn't it be more profitable to carry out an exclusion, take a bid with these four reference shareholders? This dividend of EUR 0.60, according to strategic plan 2025-2027, will gradually increase up to EUR 1.90. Is this guaranteed or is it just a commitment moving forward? The debt is EUR 12.2 billion, 2.3 x the EBITDA. With the new BBB rating, an investment, are we in our comfort zone? Do we need to get together and reduce this at any cost? Mr. Carlos San Basilio, Chairman of the CNMV,
These past days it said that the change of independent directors in Naturgy and replacing them with proprietary directors, given the positions of the four controlling shareholders, is reducing the due transparency of Naturgy's board. What do you think about this, Mr. Chairman? Mr. Chairman, to conclude, I'm going to request you, and request the board, as I said last year, that if possible, please find a different time for the AGM, perhaps closer to midday. Also a place that matches the image of a company such as Naturgy, whether it's in Madrid or Barcelona, but a place in which you don't need to include a limitation of places for shareholders. This is a poor image. Similarly, since the date of the AGM should be more similar to a party for 2026, I'm going to request a traditional food and drink event.
Since a coffee from a machine at 8:30 A.M., for me, to be honest, is not enough. Although it's better than nothing. Thank you.
Thank you, Mr. Del Barrio. As I said, we're going to answer all of your questions.
At the end, after listening to all of them.
We have another two questions.
Mr. Enrique Moreno Abati. I understand he's not in the room.
This was placed online, so I'm going to read it.
As in the case of Monica Gutierrez Vlaia. Mr. Enrique Moreno asks,
good morning, dear shareholders and other people listening to me. My name is Enrique Moreno. I'm 77 years old. I'm here as a shareholder, profit and shareholder of Naturgy and Unión Fenosa. In 2005, we invested in profit and shareholders in Unión Fenosa convinced that it was a midterm investment, 10 years. With time, we were trapped in a complicated situation that we didn't expect, such as the one in Telefonica and others, their boards. In order to be consistent and given the scandal that was all over the media, they decided to amortize a loan visa years ago. Right now, I think these are the only preference shareholders that are still in force. I've addressed the unsettled locations so that you can bear us in mind.
We've been many years like this and we would like to endure our savings. In the past, Naturgy offered to repurchase these shares at 85% getting a profit. We didn't do this because we were going to lose 15%. This was never told to us when they were sold to us. Right now there are around EUR 107 million. It's a very small amount of money. It's no problem for Naturgy to amortize this. We request a fair and transparent solution for our situation. We think it's very important to respect shareholders' rights and provide them with alternatives to recover our investment.
The second one, the second question online by shareholder Ms. Monica Gutierrez Vlaia.
It's called electricity social bond. This year there's been discussions about the electricity bond at the moratorium of electricity cuts.
In order to assess its impact on situation, I request the number of beneficiaries since 2007, breaking it down by category and region. Number of units with defaults where the supply was not interrupted, also broken down.
three
Debt accumulated by these homes
four
Default index of the residential sector. Five number of homes in Catalonia. With our report on the risk of social exclusion. Debt accumulated by these homes since 2007. Thank you.
There are no more questions. Is there any other question in the room? If you agree, I'm going to answer together with the secretary. I'm going to answer each of these questions. Mr. Del Barrio, first of all, thank you for coming. I see that last year we received your suggestion regarding breakfast, but not the one related to time. There's a reason for this. That is that after the AGM we have meetings by the committees and the board itself. The day is not long enough. Therefore we start at 9:00 A.M. We could start at 10:00 A.M., but not later, because otherwise the day is going to be too long.
First of all, I thank you for your words regarding our result. This has to do with the work of all of our team. You've mentioned trusting blindly or if there could be someone that wouldn't honor the word. Fifteen days ago we submitted a relevant fact to the CNMV and we said that the four shareholders represented at the board gave their approval and supported this takeover bid. I have no doubt that they will honor what they signed. I have no doubt we're going to see it in a few minutes. You've mentioned the exclusion takeover debate. Precisely. This is not what we're doing. We're not doing that, but the opposite. We're buying shares so that the company replaces them, puts them again back into the market. We could have done things differently, but that wouldn't have been fair to all of our shareholders.
The fairest way is to provide all of our shareholders to take part in this.
The fairest
Option is to establish a fair price. Although we think that the shareholder has a higher value, this is fair in case people want to sell they can do it. You've mentioned whether this dividend is guaranteed or not. I think that in life the only thing that's guaranteed is death. I can tell you that this theme is going towards the due respect these on a yearly basis. As we've shown this past eight years, our commitments became realities and we expect this to be the case too. I have no doubt that with the work of everyone we can achieve this. I cannot tell you because this is a dividend, it's not a bonus. Nothing is guaranteed whether the debt is in a comfort zone or not.
In terms of debt, I'm going
To give you a ratio with limited usefulness, but it should make you comfortable. The rating agency, one of the ratios it has has to do with net debt. There's a minimum of 18% to be in the BBB rating level. We've been three points above 18%. We are comfortable that we can keep these debt levels. If you compare it to our peers, we are the company that has.
a
Better position compared to our European peers. You've referred to independent directors and the statement by Mr. San Basilio. Mr. San Basilio, the Chairman of the CNMV, said that he thought the take the bid was in the good direction to reestablish the free float. He didn't like the low number of independent directors. We said the CNMV may not like it. We're not complying with this recommendation. We're going to respect the law. The law gives shareholders right of proportional representation. You cannot take this right from them. The right to be proportionally represented at the board. This is what we did, by allowing the proportional representation, is not the optimal situation. We try to strike a balance between what the law says and the protection of our minority shareholders through independent directors. Then traditional cocktail
Let's hope that next year we'll be
Able to do it, so you don't need to make this comment. To Mr. Moreno, I think at our last session the same request was received. I am going to give the floor to the secretary so that he can explain again what has been previously explained in this session.
The answer given to Mr. Moreno, I have such a relationship with him because we've had extensive discussions in the past and I give the same comment I gave in our past AGM. Preference shareholders. Preference shares are mixed between share and a bond. They have good things and bad things. The good thing is that their conditions are better than the shareholders' condition when it comes to receiving remuneration because they receive money before the shareholders. This is only relevant in case of insolvency issues. More importantly, there's some return guarantee.
In this case EUR +1.65. In 2024 the return was 5.6%, which is a fair amount. They have liquidity, they are listed as shares, but like shares, they could be above or below their initial value. They can go upwards and downwards as normal shares. We've explained this to this shareholder, this preference shareholder. Back in the day the company submitted an offer to buy the shares back. This preference shareholder decided not to take part in this program. He came consider the value could be higher. Since then the return this person has received on an accumulated basis is highly relevant and well above any fixed term investment. Regarding Ms. Monica Gutierrez Vlaia's question. It's the same question as the question sent last year by Mr. Joseph Babol Barbero.
This is relevant because both shareholders are members of an association and they ask this question on behalf of that association. This request for information is not related to the AGM. More importantly, if the board answered to the request of information, it would be in breach of the company's act, which states that this information cannot be
Given
If it's considered that this is going to use for purposes not related to the company and due to the identity of this person and the person who has asked the question last year. I have no doubt about the destination of this information. It is not related to the purpose of the AGM. It could be used against the company. Why am I saying this? Because in the association bylaws it states that the purpose is to exercise pressure on large utility companies. However, last year we said that energy poverty is another aspect of poverty. We need a coordinated approach to tackle this. We need the collaboration of different administrations, companies and the tertiary sector. I'm going to inform you about what our company does in the sense and also its foundation, the company. The company has a vulnerability plan since 2007 with many implications.
One of them being that we have agreements with more than 300 city councils. We also have payment fragmentation policies and above all we provide advising for new customers. This was shown during COVID. At our initiative, we transferred many customers to the most beneficial invoicing for them. In particular, due to the gas prices back then, this company had a special price called compromiso invoice. Others were selling electricity at EUR 100 per MWh and we did at EUR 65. The company was not losing money, it reduced its profit. A few months later, the Ministry approved a Decree Law 6/ 2022 established a mandatory reduction. What Naturgy had done on a voluntary basis became mandatory for companies.
Regarding our foundation, 5,200 rehabilitation of houses for vulnerable families to reduce their energy consumption, 3,400 sessions, 2/3 of which are for vulnerable people and 1/3 for social workers in 843 municipalities and social projects that have benefited more than 6,000 people. Regarding the law, of course we comply with the law, but we have issues due to the different types of cases. Each case is different. They had to be tackled on a case by case basis and we have many of them and therefore mistakes can be made. Our main difficulty is the lack of collaboration of some administrations, just a few. Most of our cases, town councils are actively involved, but we are facing difficulties in some areas. In Spain, where some town halls are not complying with the law, they do not give us information
When we request the minorities report, they don't give it to us. So we cannot give you this information. The law prevents us from doing it. We comply with the regulations and it would be really helpful if everyone did the same.
Okay, so if it's okay, let's move
To the next item of the agenda that has to do with the compliance of the recommendations of the CNMV in terms of corporate governance. Now the Secretary will present to you the degree of compliance for each of the recommendations by the CNMV.
The Code on Good Governance has 64 recommendations, although six of them do not apply to Naturgy. They are for listed companies that have another company too. Of the 58 that do apply, the company complied after 31st December 2024, fully, with 47 of them, eight of which partially. For the other three we have given a written explanation. I'm going to focus on these last two groups and you have all the information in the corporate governance report. Regarding the group of recommendations on what we made, for which we give an explanation of why we do not fulfill them.
The board thinks that it cannot apply to Naturgy . For instance, recommendation 17, that says that the number of independent board members has to be more than half. If we comply with that recommendation, we will not be compliant with the law. Rather than the law or the recommendation, we have to comply with the law because the amount of independent board members is three. Given the size of the board, in fact that number has not been reduced. For instance, there is another one, number 48, that says we should separate the commission of appointments and remunerations, which is to split them. However, we do not think it is better to do that. I do not think in any company none of them should be doing this. I think it will probably be reviewed by the CNMV. Regarding the ones partially fulfilled; their objectives have been reached in other ways.
For instance, the long term incentive approved by the shareholders in 2019, modified 2022 and that is now changed, the time horizon was seven years rather than the to be commended. This innovative plan does not actually fit with the traditional models of remuneration that we consider innocent vis, so we believe that we comply all the recommendations that we step aside in those that we believe our way of operating is more efficient.
Okay, now we move to the votes, resolutions as well as resolutions by the shareholders. In order to make it quicker, the Secretary will explain to us how we will proceed to this vote of resolutions.
I apologize. This year we have 19 items in the agenda.
I'll try to be agile. Specifically for this, in case of ample majorities, I'll only state if each resolution was approved by the number of votes present in the AGM Board without the need to state the votes in favor, against, or abstentions.
I would also propose that those who are present in the room and wish to vote against or abstain, please just raise your hand at the end of each resolution. I propose that at the end of the vote you can come with me and with the notary to the voting table where we can put the number of shares and the center of the vote in order to make sure that it's included in the minutes. Regarding those who wish to vote remotely, they can do it through the voting form that is available to you so that your votes will be counted and will be communicated to the notary present in the minutes.
The result could be examined from tomorrow onwards on the company's website and I would like to say that in line with Article 11 of the Regulation of the AGM in the items that are based loans I will make a summary since the full text is available to you.
First resolution to approve the annual accounts are Naturgy Energy Group's Management Report for the year ended 31st December 2024 approved. Second, to the same but for the consolidated annual accounts. Approved? Yes. Approved. Third, to approve the non-financial information report consolidated including the consolidated management report of Naturgy Energy Group S.A. including the sustainability report that is now longer than the actual financial accounts. Approved? Yes. To approve the remuneration of the board members, to approve the applying the result of the financial year close on the 31st of December close on the year of 2024.
To dividend, it's an aggregated gross amount that will be equal to the addition of the following. Two dividends first, and then an extra EUR 0.60 per share for the number of shares that are not considered direct treasury stock at the time when or at the date when it was established. Those who were holders right now, it's 240 shares, more or less 240,000 of that dividend. We've already paid the amount of EUR 969 million, EUR 1 per share. Given that we have, this will be the actual figure.
We will pay the complementary dividend on the 9th of April 2025 and we will give the balance to the Board of Directors so they can do everything that they need in order to distribute and to designate the entity that should act as the agent for the payment of this EUR 0.60 and to remnant is the amount resulting from deducting to the distribution base the amount devoted to the dividend. The total distributed will be EUR 3,503,482,805.
Approved?
Approved. Fifth resolution, approve the Board of Directors management for the financial year 2024. It is approved. Six, to approve the remuneration policy of the Naturgy Energy Group's board members applied on the same date of approval and during the following three financial years. Approved? Approved. Seventh, to ratify an agreement taken by the Board in the session of 22nd of April 2024 communicated to the market on 22nd of April, by virtue of which regarding the Executive Chairman, we modified his variable remuneration that was linked to the share price and the Chairman, given that there was an offer on the company, decided to renounce to it. What he was going to be perceived or received will be according to the new system. With the new system he will not be making any more money than in the previous system.
This has been ratified by, approved by the Board of Directors, but we decided to include it here too. Once decided whether this renouncing by the Executive Chairman is approved, we will go back to the existing plans. Approved. Over to 8th resolution. Given that a multi annual variable remuneration system is finished, we propose for the Executive Chairman a new remuneration, a new variable remuneration based or linked to the value or to the shareholder.
Linked to the value of the share, it will be an addition of a three-year period dividends paid and you will have the spread of the price upwards or downwards all the way till the end of the period, plus the remuneration to the shareholder. Depending on that we establish a decree of constitution and that's multiplied by the annual fixed remuneration and by the amount of years that this process has taken place for. It's very simple. Simple, more simple than the previous one we had. You have it in full in the resolutions, proposal, and in the remuneration policy. Approved? Approved. Ninth, to approve the annual report on remunerations of Naturgy Energy Group's board members approved by the Board of Directors on 18th of February 2020. Here we talk about the remuneration received by the board members in 2024.
We also do an estimation of what will be perceived in the year 2025. Approved? Approved. We now go to the restructuring of the Board of Directors. As you know, the Board of Directors, in order to preserve the amount of board members, have decided to propose increasing from 12 to 16 the size of the Board of Directors. That means that we have to change the statutes because it was a maximum of 15. We have to modify Article 7 so we can have 16 board members. That is the 10th resolution. Approved? The 11th resolution is given that the number lies between 10 and 16. Set it at 16. Approved? Approved once or given that we have now 16 positions.
What I'm going to read to you is the proposal of arranging five board members who are already board members and whose mandate has come to an end. Also to complete the four vacancies given now that we have 16 board members with four new proposals. To propose as a board a member, Ms. Elena Elero Starkey. Approved? Approved. In manner a proposal of the Board of Directors but with a report by the Appointments and Remuneration Committee to appoint for four years Ms. Isabela Zapetos. Approved? I approve. With the same nature a proposal of the Board of Directors and with the from the remuneration committee Mr. Rajaram Rao. Approved. The same a proposal of the Board of Directors the appointment of Lucy Chadwick.
Approved?
Approved. In the same manner, the designating or appointing of Mr. Javier de Jaime Guijarro, that the law no longer allows for all people to be part of the Board of Directors, so is replaced by Mr. Javier de Jaime. Approved. Another four vacancies. These are the proposals of the Board of Directors with a favorable report by the Appointments and Remuneration Committee for a statutory period of four years. Since it is approved by the AGM of the following four. First, Mr. Nicolas Spilancire. Approved? Yes. Secondly, Marta Martinez Alonso. Approved. Third place, Isabel Navarro Miguel. And finally, Martin Catchpole. Approved. Thirteenth resolution, to re-elect the auditors, to nominate as auditors of their accounts for this consolidated period for a year until 2026, KPMG Auditors S.L. Approved? It is approved. Fourteenth,
For the derivative acquisition of our own shares, authorize the Board of Directors in conformity with establishing Article 146 and 549 of the Corporate Law for a period of five years so that we can acquire treasury stock either through any subsidiaries in which an attache is party regarding the limits and legal requirements that are included in the resolution.
Approved?
Approved. 15,
Delegating on the board the power to carry out capital increases according to the limits established by the law in the legal term five years after this AGM with the power of excluding the preference subscription right according to the law, expressively revoking the delegation granted to the board on 15th of March 2022. Approved? Approved.
16.
This is related to the voluntary tax of a bid and I apologize. I'm going to explain it. I'm going to say more things here.
So
Launch of a takeover bid on a voluntary basis with the aim of establishing the appropriate level of free float that will allow the company to move forward in its goal to return to the stock exchange indices, in particular MCI family. This fate is addressed at all shareholders. The Board's proposal was conditioned to the shareholders holding more than 10% of the capital taking part in it. This has already happened. It was publicly reported a few days ago. The maximum share number is 88 million shares. These shares together with the shares held by the company treasury stock make the company meet the legal limit of 10%. The price to be paid will be EUR 26.5 per share, in total EUR 2,332,000,000. This price will not be reduced by the dividend of EUR 0.66 paid between this resolution until the day of the settlement.
Therefore, you will receive this cent and if you take a part in the take of it bid that will probably take place around June, this money will not be discounted from the price. Is it approved? Approved.
Seventeen.
Are proving according with the provisions of the company's act that extraordinary AGMs can be called with at least within 15 days instead of one month. Approved. 18. This is not subject to vote, it's just for information purposes. The Board regulation was amended in December to establish a maximum number of boards the directors can belong to to ensure the dedication. This is a formality because in our board attendances it's around 19% and it's one of the IBEX companies with the highest number of meetings. This was a recommendation that we didn't comply with last year and now we comply with it. 19th, the last one.
Delegating on the Board of Directors with express power replacement to determine Secretary or relevant Director or Directors as much as it's allowed by the law, any powers are considered necessary to supplement, develop, execute, remedy, and formalize the resolutions approved by the AGM. Empowered as much as is legally possible, the Chairman and Secretary of Board that any of them can sign any private documents granted for a notary to execute the previous resolutions and register them in the relevant registers.
Dear shareholders, we are at the end of the session. On behalf of the Board, I would like to thank you for your support. I would like to thank you because you've approved all the items in our agenda, the vast majority, and this shows your support to the Board and your trust on the company.
We hope that we don't disappoint you and that we meet the result and the goals that we have, as we had done in the past. Thank you.