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Good morning. Good morning, ladies and gentlemen. Thank you. Thank you so much for being here. If you allow me, before I officially start this AGM, I would like to share with you a video that summarizes joint and in-depth work that we have done this year, and after being shared and approved by the AGM, has to do with our corporate purpose. Our corporate purpose has been defined as a goal that aims to facilitate the relationship that we all have with energy on a daily basis, by trying to improve that relationship with our employees, collaborators, public authorities, regulators, suppliers, and especially so with the over 20 million customers that we have distributed through our geographies. So without further ado, and before we officially start, allow me to show you this video that summarizes our commitment.
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Ladies and gentlemen, shareholders, just like in previous years, I'm honored as the Chairman of the Board of Directors to welcome you to this ordinary AGM that the company holds, as we have in the past, both remotely and in person simultaneously. I would especially like to thank the presence of the members of the Board of Directors who are here present, and also the representatives of the most significant shareholders. Especially this year, I have the honor of welcoming the representatives of Sonatrach, Mr. Nour Eddine Daoudi and Mr. Atala, who are also with us here today. One more proof of that commitment and the fruitful relationship and long-lasting relationship we've had for over 40 years. Therefore, we officially open this session. The holding of the meeting was convened on the February 24th on the website of the company, the CNMV, and in several daily newspapers.
The agenda was made public both in the publications made and in the attendance card you have with you. So let's consider it read. Now I'll give the floor to the secretary, who will give you the data on the quorum of attendance.
The summary of the list of those present are as the following. Present shareholders, 165. Holders of 660,169,932 shares, accounting for 68.09% approximately of share capital. Representative shareholders, 450. Holders of 104,070,250 shares that account for 10.7% of the share capital. In total, 750 shareholders, holders of 764,240,182 shares, all of them with voting right and accounting for 78.8% of the share capital. In this figure, we also include the treasury stock shares. However, they do not have voting rights. These figures may change, depending on the latest shareholders that may join us remotely until 9:00 A.M., in the website.
The final quorum will be published on our website. According to Article 193 and Article 194 of the Spanish Companies Act and of Number 9 of the Regulation of the AGM, we have the legal requirements to declare this AGM duly formed. Regarding the attendance rights, I declare this AGM duly constituted in a first call. The presiding panel of the AGM will be made up by the directors who are here in this room, and also by the secretary and myself.
I would also like to inform you that according to Article 203 of the Spanish Companies Act, and also as we published in the call, we have asked the presence of the Public Notary of Madrid, Mr. Fernando de la Cámara, who will take minutes of the AGM. I'll give the floor to the public notary.
Thank you very much, dear Chairman. I'm Fernando de la Cámara, Public Notary of Madrid. I have been asked to take minutes of this AGM, and according to the regulation, I would like to ask if there are any questions or comments made regarding the quorum of the AGM. If you'd like to make any comments, we will register that in the minutes. Therefore, I would like to thank the shareholders, those who wish to take the floor after myself and the secretary's presentation. If you haven't done so, please make sure that you hand in a form with your question to the people in the room. Also, those who are present remotely, you can send your questions and ask for the floor via the form that is available to you. Once the secretary and myself carry out our presentations, we will jointly answer any questions you may have.
If any shareholder wishes for the public notary to take literal note of their question, please make sure that you give us the text that you will be using, or please state so in the online form that we have. Once all the interventions are finalized, we will vote the proposals for resolutions, and the secretary will give you some instructions on how that will proceed.
I'll read it quickly, because these are the same rules that we've had in previous AGMs. First, the voting of proposals for resolutions included in the agenda will be done using a negative subtraction system. All shares present or represented will be deemed in favor of the motion after subtracting votes corresponding to shares whose shareholders or proxies declare themselves to be voting against it or abstaining, or who leave before the end.
The same for those who participate remotely if they leave the room without exercising your voting right. The voting of proposals for resolutions not included in the agenda will be done using a positive subtraction system. That means that all shares present or represented will be deemed against the motion after subtracting votes corresponding to shares whose shareholders or proxies declare themselves to be voting in favor or abstaining, even if you leave the room before the vote takes place. The same for those remotely, if they leave the room before exercising their voting rights. I would also like to inform you that for those shareholders or proxies who are present in the room or present remotely, please make sure you inform us of your desire to vote.
I would also like to inform you that the shareholders or proxies present in the room, if you wish to leave a record that they left the meeting or your voting decisions, please do so by informing those at the table outside this room. And also for those attending online, please make sure that you let us know before leaving the room your direction of vote. We will first vote the proposals for resolutions presented by the board of directors, and afterwards, those presented by others. We will also consider approved all those that cannot be voted because they are incompatible with one that's already been approved.
Now let's move on to talk about the report for the year 2025. My presentation will have four sections, and at the end, we'll have the proposals for resolutions that will be voted, as explained by the secretary. First, I'll talk about the results of the year 2025, then we'll look into the transformation process that we started in 2018. Obviously, we will also talk about the current situation of the company and what to expect for year 2026. And finally, we will update the shareholders on the new shareholding structure of the company.
As for the result, we have experienced an energy market, and I would like to remind you that this chapter ended on the December 31st, 2025, because unfortunately, afterwards, many things have happened, as I will mention on the section three of my presentation. Until the December 31st, 2025, we had an energy market that came down in the second half of the year, as we can be seen in terms of the raw material markets and the forecasts for the CO2 market and electricity market.
In this same environment, we have also, due to the devaluation of the American dollar versus the euro, we have seen effects on all the other currencies where we have activities present, especially in Latin America. Despite that environment, we can say that today the company, we can say in 2025, we were able to reach the best results and the best metrics after our 183 years of history. I would like to underline that the level of investments was higher than the profit achieved, that the contribution in terms of taxes and fees was over EUR 12 billion, and that the dividends to the shareholders, including the complimentary dividend, will nearly be EUR 1.7 billion. All of that with a clear policy of financial discipline that has allowed us to withhold our net debt.
The P&L account, you can see it in the documents that were given to you, or the information that you've had on the website. On the website, you'll also have the summary of this, as well as in the website of the CNMV. I would like to say that we have given to the EBITDA, or to the operation margin, in terms of gas and electricity, a combination of 55/45%, and they are quite balanced in terms of the origin of those businesses. Part of our businesses are related to infrastructures, what we call the network business, and another part of our business is related to energy markets businesses. In terms of currencies, three quarters of the business is related to activities in EUR and US dollar, and the weaker currencies account for about a fourth of our P&L.
As for the balance sheet, we have a net debt of EUR 12.3 billion. You can see that when we look at included debt, we have included some treasury stock that were acquired with the share buyback that we did in the second half of the year. That allows us to say today that our level of debt in terms of net debt over EBITDA is one of the lowest in the sector. Our credit rating is BBB according to Standard & Poor's, and also the company has a level of liquidity of approximately EUR 10 billion in order to face potential eventualities or investments that we may wish to carry out. In terms of the cash flow, we had a powerful cash flow this year that allowed us to make investments for over EUR 2.1 billion.
The destination of those investments mainly focused on two areas, our energy distribution networks for gas and electricity, and everything that has to do with energy transition activities with renewable generation. Less than 20% of the investments were made on other businesses. All those investments have been done, obviously, as should be, following the strict financial discipline rule that ensures value creation. Net debt had ups and downs, obviously, as in any other financial year. And we have included nearly EUR 1 billion of the buying of treasury stock. The average cost of debt has been contained. In fact, it has been reduced from 4%- 3.9%. In terms of the rating agency metrics, mainly S&P, we have about nine point something points versus the minimum required to maintain our BBB rating, which is our goal. Within all of those items, I would like to talk about the dividends.
As I said before, we require your approval in order to close with the complementary dividend. The company has also carried out important financial activities, especially refinancing loans or credits that were to mature, or bringing forward those that could mature in a near future, with operations that accounted for a total of approximately EUR 11 billion. In the strategic plan 2025-2027, we promised to make an attractive dividend policy, establishing a floor for each of those years.
For 2025, the floor was EUR 1.7 per share, of which the shareholders have already — I'm also a shareholder — we have already received EUR 1.2 so far. We will have to add to that the EUR 0.57 that, together with EUR 1.2, would mean that we will receive EUR 1.77 per share. With this payment of dividends, we will be increasing by 10% the dividend that we paid out in the year 2024.
We can say that with the closing of 2025, we have once again overmet all the commitments we had with the shareholders and the market regarding the EBITDA or operating profit, the net result, the debt, and the dividend per share. If you remember, those four metrics were communicated to the market in June last year, and they were updated in September. Therefore, we gave a guideline to all shareholders of how we expected the year to end. The year has ended above all the figures expected and with the aim to fulfill all the objectives that we had set. To sum up, we have had good results. The profitability has improved. The reason for that improvement is our constant improvement policy for operations and our way of operating.
Also, I think we've had capital discipline that has allowed us to maintain a robust balance, a proactive management of risks that hasn't affected our achievement of our goals, and our serving in our commitments, despite a complex environment. In the year 2018, if you remember, we started a transformation phase that we communicated to you on the AGM of that year, and it was focused on several action levers. I would like to talk about what we have done since then, because as you can imagine, an industrial company with this inertia requires some time in order to take stock of whether the changes have been fruitful or not. First, we spoke about working to make sure the company was ready for a more responsible future in terms of energy transition. During this period, we have decided several things.
First, we have closed down our coal factories, and we have increased our renewable sources. We have done so by maintaining the flexibility required with our CCGT fleet. That is what we called flexible generation and give flexible generation to the system that has been so important since the blackout on the April 20th. In this period, we have increased by 80% our operational capacity in terms of renewable energies, and we have reduced by 30% the emissions. The second axis was constant improvement. We wanted to make sure the company would be more efficient and would be more prepared for whatever could happen in the future. First actions took place on the OpEx. They are daily activities. In the year 2018, when we compared versus the margin of the company, our OpEx accounted for 36%.
Now, after a significant reduction, we can say that our OpEx has been reduced by 25%, which means a recurrent saving of over EUR 500 million per year. If we compare that to our peers, we could say that we are very well positioned. When we talk about our improvement, we also talk about reducing volatility by hedging all the operations that could be exposed to the market. At the time, our volumes exposed to market indexes accounted for less than 30%. We have finished 2025 with a hedging of 100%. The last axis of action has to do with a balance between the energy that we sell and the energy we generate, so that in terms of infra-marginal generation, we can be at peace when we have fixed price contracts. This obviously had a deviation in 2018 from 10 to 20 terawatt hours of energy.
We can say that we have managed to balance this out in 2025, and therefore we can give predictability, peace of mind, and stability to our results and commitments. The third axis had to do with efficient use of our capital. At the time, in the plan, we said that we wanted to strengthen our commitment with financial discipline or investment discipline. In this sense, we can say that nearly the EUR 41 billion that we have generated in cash, of those, over EUR 16 billion have been devoted to investment, EUR 11.7 billion have been devoted to remuneration to the shareholders as dividends. Over EUR 8 billion have been devoted to our tax obligations. We have also reduced our debt by making our company more solvent.
At no point have we lost sight of that investment discipline, with which four basic criteria: investing only in projects that give us industrial control, investing in those assets that give us returns higher to our capital cost, prioritizing our investments on the two businesses that will be the spearhead of our future, which is energy networks and renewable gases, and always within the perimeter of making sure that we wouldn't put at risk our credit rating. This has to do with the solvency required by the credit rating agencies when they analyze our company. Within this effort, I would like to say that just like we started 2018 with a level of debt that was 4x EBITDA, we now have a debt level that has been reduced by half in terms of comparative ratios.
During this period, we have set two times in our history where we have looked at specific matrices in what we called specific strategic plans. We had a strategic plan in 2018, and we set another strategic plan in 2021, each of them, as you can see, with different metrics, because at the time in 2018 and then in 2021, we considered, or the board of directors considered, that these were the metrics that should be aimed at. Each of them have been fulfilled and even exceeded, giving a lot of credibility to the management team, which are, in fact, the ones who achieved all these metrics. This has been reducing, or can be summarized into different ratios, what we called in general, value creation. We have clearly improved everything that has to do with a return on invested capital, ROIC.
That return, as you can see on the graph, we are today the company that has a return on invested capital higher than the average of our sector. Going beyond the return for the shareholders, which allow us to look at the profitability that a shareholder would obtain when we look at the generated profit. We have gone from having an ROE of 9.2%- 21.5% above our sector's average.
Finally, if we look at the performance of our share since the first strategic plan in 2018, we can see that even when we look at difficult times, like the pandemic or the beginning of the war on the Ukraine, a shareholder who had invested on the January 1st, 2018, by the January 31st, 2025, would have obtained 10.4% net annually without considering, obviously, the tax obligations, and also without considering if this was leverage on debt. Another important axis of the strategic plan was the improvement of customer care. We set the customer as the core, as the main asset that any company could have, increasingly so in this sector, that has seen how we have gone from more happy customers to customers that are increasingly demanding. We can see how the team has worked a lot in order to lead to improvements.
For instance, if you look at the customer satisfaction when they call the call center, that has improved significantly. Also, the resolution of incidents after the first call, that has improved, in fact, has doubled. In terms of digital customer care, this has really made it easier for our customers to contact our company. Also, the average time of activation has been reduced by half. We know we need to continue working. We know there's a lot left to do, but everything that we are doing in terms of the customers is not only can be seen in these figures, but also in the feedback that we have, given what others make us. As the video said, the other important pillar in our management has to do with people.
Our commitment with people and what makes our company have received recognition. We have, in fact, been considered a Great Place to Work, not only in Spain, but also in all the other geographies where we operate. It's the first time a Spanish company has achieved this. In terms of ratios, I would like to talk about the employee satisfaction that has increased significantly, and that is measured objectively in an independent and anonymous manner. We have also increased training programs for our employees. We have now 99% of our employees participating in training programs. We have increased our ratios of women in management positions, exceeding the recommendations by the government of a minimum of 40%. We have reduced the frequency of accidents at work.
Maybe this is the area where we are not so proud because we would like to stop having accidents at work. In fact, over the last few weeks, as you have seen, it wasn't at Naturgy employees, but employees of two of our collaborating companies have had two deaths. We are not happy about that, and we will continue to work a lot on that area, not only to make sure our contractors offer more precaution, but also to improve this index. This index has improved, but not as much as we would like it to. Also, the company has continued having programs that demonstrate their commitment with society, both in terms of strengthening our commitment with supplier. In this case, I would like to talk about the importance of our long-term contract and our long-lasting relationship with our friends from Sonatrach, who are here present.
Also, the company has carried out special support programs, and has carried out actions, for instance, during COVID. All our commercial actions also due to the war on the Ukraine. And more recently, we have made efforts to make sure that we move ahead in the reconstruction plan after the DANA storm in Valencia. We also want to strengthen our support with the society focused on two axes: education and digital training. I would like to say, and these are the figures after the December 31st, we have over 1,500 volunteers amongst our employees that show our company's commitments, not just with the company, but also with those who need it the most. If it's okay with you, I'll move on to section three that has to do with the year 2026.
I think no AGM in any other energy company such as ours, we all need to talk about what's going on in the world, including oil prices, gas prices, and whatnot. Also, the performance of the currencies, especially the US dollar. We have seen that in the year 2025, the US dollar behaved well, depreciated and was devalued, and lately, we've seen also valorization of greater value to the dollar. In this environment, this will increase volatility in the energy markets and also in financial markets. This will translate into growing uncertainty. What does Naturgy do in such a situation? First of all, I would like to say that our gas supply commitments are not originated in the Middle East, which means we do not have suppliers in that area of the world, and therefore, we are more protected. We are protected thanks to several things.
First of all, because we have long-term LNG contracts until 2042, and that do not originate from the Middle East. So we can be quite calm about that. Also, we have a very robust, strong, fruitful relationship with Sonatrach since 1969, and we hope this will continue to be the case. I think the presence here of the CEO of Sonatrach is a clear proof of that commitment in the long term. And I would also like to remind you that just like Sonatrach, we also have a stake in the Medgaz, which is the physical exclusive connection between Spain and Algeria, and that allows us to continue receiving gas in a stable manner. Moreover, the company will continue to capture opportunities wherever we can, but without putting at risk the comfortable situation that we have.
I'd like to say that in terms of Naturgy, our customers, nowadays in this context, have had their supply guaranteed. Year 2026 will also be a year of hard work. Hard work in all the areas of the company, in the businesses, and in the corporate areas. And here I have tried to summarize the two main axes of action, which are the two main goals and 2025 behind. In terms of networks, we hear a lot about it lately. Over the next few weeks, we will start discussing the new regulation for gas distribution in Spain for the period 2027, 2032, an important milestone for the company. In Latin America, we will be discussing the extension of concessions or new public tenders that could take place.
In terms of energy management, we will continue to proactively manage risk, not only in the year 2026, but also in the forthcoming years. Because our philosophy of avoiding uncertainties and having peace of mind has meant that we have been proactively managing risk. We will also continue to assess new supply opportunities. We need LNG diversification, and we need to give greater visibility to this privileged relationship that we have with our supplier and our Algerian shareholders, Sonatrach. In terms of thermal generation, we will continue, and we already have the most important fleet of CCGTs in Spain to give peace of mind to instability to the system whenever needed. We will maintain that fleet with flexibility, efficiency, and in perfect state of operation. We also have our CCGTs in Mexico, where we had to start renegotiating the terms and conditions for the next few years.
In terms of renewable generation, we continue to grow selectively, especially supported in certain important levers, such as the possibility to repower all the operating plants and to create hybrid projects or even adding battery storage capabilities to make them more competitive. Also, we will have to finalize the execution of the ongoing developments that add 1.2 GW of operation. In terms of trading, and we said so in the video, and we continue to highlight that, we are a company that's specially focused on customers, the nearly 20 million customers that we have distributed across the globe, and we would like to continue improving their satisfaction and our service. Therefore, we'll continue to improve our operating model, and thanks to new tools, such as the installation of the new commercial code, we'll continue to improve advancing in the use of technologies to continue improving our customer satisfaction.
Renewable gases are back again in fashion. We've always believed in them. Given the latest events, this gives greater importance to energy self-sufficiency. We know we won't be able to replace everything, but we'll be able to have more renewable gas. We have over 75 projects of biomethane in development at different degrees of licensing, and we will promote those projects and their connections to the network. We have the ones that have been connected, most of those projects to the network, and we will continue to do so. We face the year 2026 with many challenges ahead, but we have a company that's very well positioned to capture improvements, and we hope that in the next AGM, we will be able to ratify that with our figures. The past months, there have been changes in the shareholder structure, which I'll explain now.
Before that, I would like to talk about the share price. The share price this past month has changed due to external factors, the first one being the so-called liberation day and tariffs. It caused the first drop in our price. Later events, such as placements of shares p ackages by some shareholders. Obviously, their size was relevant, so there was a discount, but it caused relevant drops, such as the one in December and the one in March. The good news is that the company was able to face these changes, while holding the share price above the price that it had at the beginning of 2025.
The current shareholder structure has significant changes compared to the one we had a year ago. The stake of our shareholders has changed, and as a consequence of that, I would like to highlight three things. Today, our company has a more relevant free float compared to what it had. And if we look back, the free float is the highest in the past 25 years. Thanks to the takeover bid in 2025, plus later changes on the November 25th, we were back to MSCI indexes, and therefore we were part of the indexes that prove liquidity in our company. As you can see on the screen, today, there are shares being traded in the market on a daily basis, 9x more compared to last year.
Our company has more liquidity. It is easier to buy and sell shares compared to the past. We've managed to be a truly traded company. We are at the service of the market and the non-represented shareholders. Regarding the board of directors, as a consequence of the exit of GIP, the three seats in the board were waived, and the board, considering the events that will take place in the future and to prove more uncertainty moving forward, thought it fit to create a committee that we call Strategic Review or Vision Committee, to analyze details that at the end, the board makes a final decision.
As a consequence of the changes in the shareholders, in the proposals today, you will see individualized proposals according to the law. The first one is the appointment of Mr. Lars Bespolka, on behalf of IFM, as proprietary director. The second, the renewal of board members, Ramón Adell and Jaime Siles, that have been board members for the past period of four years. On the last one, with my abstention, the proposal to renew my mandate until 2030. With this report, this is the end of this part of the AGM. I hope I was able to properly explain the most relevant milestones of our company that are shown in our P&L and the balance that were made available to you, and that will be necessary to make the decisions you think fit.
Now, if you agree, we'll open the floor. I remind you, as the secretary said earlier, that shareholders that want to request the floor haven't submitted the question form. They're kindly invited to do it now. And if you're taking part in this AGM online, this is the end of the deadline to submit the questions. The secretary will give the floor following the order of request.
We have four questions. I think the four of them are on-site. And this is the order. First of all, Mr. Enrique Moreno Abad. He was present in our AGM, and I read the question on his behalf, but this year I've paid attention, and I apologize.
Good morning, Mr. Chairman, members of the board, dear shareholders, representatives of the media, and general public, in general. I'm here as a shareholder, and in particular as the holder of preferred shares issued by Unión Fenosa. Today, it's part of Naturgy. More than 20 years have gone by since these products were placed, in particular since 2005. We are preferred shareholders. Back then, we trusted the company, and we lent it our money. Twenty years have gone by. 21 years, during which many of us have felt trapped without a solution to recover our investment. 21 years of lack of liquidity, uncertainty, and very often frustration. I think that it's reasonable to say that this situation is not something we like.
In particular, many of us are getting older. We would like to have that money at our disposal, enjoyed and recovered while we're still alive, which is normal. We have to remember that other large companies such as Repsol, Telefónica, Endesa, they also issued preferred shares, preferential shares, and with time, they ended up amortizing them, and that meant an exit for the shareholders. We are struggling to understand that the situation is maintained indefinitely. That's why, if not just as an act of kindness to those of us who trusted the company more than two decades ago, it would be a nice idea to act with kindness and I request a clear and convincing answer by the board. Is there a real intention to amortize these shares, and what's the deadline? Preferential shareholders deserve a dignified solution.
We're not requesting privileges, just justice and a reasonable exit to a situation that has lasted too much. I would like to urge you to deal with this issue urgently, and please don't postpone this decision, which has a direct impact on the shareholders' trust. After 21 years, we're not giving up. We'll continue to insist, we'll continue to come to the AGMs and request a fair solution until we're given an answer and a solution. Thank you very much.
Thank you, Enrique. Second, Mr. José Antonio del Barrio Colmenarejo .
Good morning. Mr. Francisco Reynés, Chairman, board members, officers, and Naturgy Energy Group, S.A. employees, I would like to congratulate you for the great job you did in 2025, a year in which the company obtained a historical profit of EUR 2.2 billion, 46% higher than 2024. I hope that part of this profit goes to your salaries so that you're enticed to continue to do a great job. Recently, GIP Fund, controlled by BlackRock, sold 11.40% of the share capital, price of EUR 25.20, which is below the EUR 26.50 of the takeover bid, and it's far from the EUR 29.58 per share that other companies achieved. Companies such as Iberdrola and Endesa, they work in the same industry.
My question is as follows, is this sale impacting the current prices of our share, which is trading at, I think it's EUR 20.20 or EUR 20.06 today, I'm not sure. There are rumors saying that Rioja Acquisition and Corporación Financiera Alba, S.A. are considering to sell their stake more or less at the same price, EUR 25.20, because they came in at EUR 19. If this happens, how do you think the share price would behave in the stock market? I'm sure you know this, and you can let me know. Why can it not reach a maximum price? What do you think is slowing down Naturgy's share price?
CriteriaCaixa are close to 30%, and IFM, they want to increase their stake. An agreement by both entities would enable the takeover bid. Mr. Francisco Reynés, Naturgy Energy Group is above all a gas group, and given since the beginning of the war between EU and Israel and Iran, the gas price in Europe has increased 60%. Our gas comes from Algeria. Lately, this has not been impacted by the war, and our exports to Europe have increased the price. How will this impact the results in 2026? This debt of EUR 12.37 billion, is this a comfort? So can it be reduced? It could be increased for a corporate purchase.
If 2026 ends up being a record year, would the board consider increasing dividend up to EUR 2 per share for the profit of all of its shareholders if it doesn't hinder Naturgy's solvency? We're going to see each other for four more years. I don't know if the board is considering a CEO, otherwise we'll see each other for four more years. I would like to request our chairman that for next year's AGM we can have a venue that matches the company's image, and a time for the AGM which is more around midday, because this time of the day there are traffic jams everywhere. We're doing so well, we could have a regular cocktail for shareholders. Thank you.
You see that we're improving year after year. We have our breakfast. We've started at 10:00 A.M. instead of 9:00 A.M., but there's always room for improvement.
Now we have Ms. Sonia Prieto Jiménez.
Good morning, Ms. Jiménez.
Last year, in April, your appointment as Vice President of the board of CaixaBank was communicated. As a shareholder, I would like to know which are the implications of this appointment in terms of dedication and commitment regarding your responsibilities of Naturgy CEO. That's my question. Thank you.
Thank you, Ms. Sonia. Fourth, Mr. Pedro María Fernández, who's going to ask two questions.
I'm sorry, I submitted the papers and I wanted to get them back. Thank you very much. I would like to request the board to explain which measures are being implemented by Naturgy to prevent a complete blackout, such as the one we had last year. Could you also please explain if there was any responsibility by Naturgy that this event has caused casualties in Spain? Also regarding the installation of solar farms, are these being installed in farmlands? What kind of installations are you having? Are you removing crops, plantations, et cetera? How are you dealing with this type of installations?
Thank you very much. No more questions, Mr. Chairman? No more questions.
Now the secretary and myself will answer your questions. Don't we have questions online?
No, only these four.
I'll start with Mr. Moreno's question. Unfortunately, he's not going to get what he wants, but I can assure you that the company, as the secretary will explain later, has an important fiduciary obligation, which is equal treatment for all preferential shareholders.
Mr. Chairman, the question, as the shareholder said, is similar to the ones asked in previous AGMs and in the talks we've had in the past.
To give some context to the other shareholders, preferential shares are debt securities issued perpetually. They're not considered to be amortized. It means that they don't have liquidity because as shares, they can be sold in the regulated market. In exchange for this perpetual nature, they have preferential conditions. They receive interest, even the shareholders don't receive a dividend. That's why they're called preferential. Second, the interest rate is usually higher than the market rate. In particular, these issuances, we need to pay interest at Euribor, three-month Euribor, a differential of 165 basis points, 3.67%. In 2024, it was 5%, 6%.
Regarding liquidity, they do have liquidity, but like other traded products, they could go up and down compared to the initial acquisition price. Therefore, they could be sold. A different issue would be having capital gains or not, like with any traded product. Regarding your particular question, the board has not agreed the amortization or a repurchase process as we did many years ago. The board, however, has considered this when we knew that you wanted to be here and has not made any decision regarding this.
Mr. del Barrio 's question: you asked so many questions that I would need a long time to answer them all, but you said mainly two things. You thanked us, you thanked the team as a whole for our job, and I really appreciate that on behalf of everyone. I can assure you that this is not an easy job. It's not easy to get it right, and this is a joint effort. This is a team sport. Second, a minimum of four years. I made a good decision. I think you've made a good decision. I would stay for four years in the company, even 40 years more.
You asked many questions, so I'm going to answer in general, but if you need more details, we could do this privately after the AGM. If I knew what's going to happen tomorrow, I would probably be here, but with a different face. That's the market, right? Things happen. These past months, even years, we've seen things that were quite unexpected. But you're right, our share resisted, and probably it has not reflected its full potential today.
There could be many reasons behind this, but we know that we need to give better explanations, and probably this is one of the challenges we have, not missing out on the party that other shares from other companies had. In the meanwhile, I have to tell you that you didn't miss anything as a shareholder, and you're not going to sell, because you had a profitability per dividend, which was more relevant compared to other shares, without the risk of other executions that could be entailed by riskier investments. I have to tell you, to be honest, that the company is prepared to do things, but to do things that make sense. To do things where it's best to invest that not to invest. And we have a department which is highly interested on this, on making it happen, but making it happen in the right way.
Even though the balance allows us, as you said, to do things, we're not under that obligation, and we're not going to do this at any price. Because something, as you mentioned in your question, is important: we don't want to risk the company's solvency. The company needs to be solvent. If you ask me what's my main concern personally, it's I don't want to be the last chapter in 183 years of history, and for that, we need to continue to do reasonable things.
Shareholders can decide to come in or go out. I could mention thousands of shareholders that can be here or not. This is the advantage of being a listed company. You can buy and sell shares. Everyone that comes here will be more than welcome, and those who leave, well, I'm sad for them because they're going to miss on several things, but that's their decision.
In the case of CriteriaCaixa, you said it yourself, they're close to reaching 30%, and therefore, as you know, the Spanish law forces companies to launch a takeover bid if you're above 30%. If you get the stake and distribute the treasury stock on the shareholders, well, this is why they are. The rest of our shareholders, if they are, they're present, and they're engaged in the board, I'm sure that they see more potential than they say. Don't listen to rumors, I would say. Pay attention to the figures, to our results, to our communications, where we try to stay far from any speculation. We focus on facts and events. This period, 2018 to 2025, many things have happened, and we've met all of our commitments. And I think this is what should be highlighted.
I know that I haven't answered many of your questions, but I'll be happy to get into detail later on. Otherwise, it would be too long. I hope you're happy with my answer. Regarding your suggestion, regarding the cocktail and the venue. If you remember, we started to come here when we lost traction shareholders, because our floating capital was lower. Obviously, you've confirmed what we've discussed internally. We need to go back to what we used to do, when we were a company that allowed shareholders to come for a longer bit of time, and we gave a breakfast before the AGM and a cocktail after it. So we take due note. I think I'm not forgetting anything, but I'll be happy to answer your questions with more detail. Regarding this period's questions, I would like to give you three key messages.
First of all, my role, and I'm proud and satisfied to say this, and also thankful, because being here working in Naturgy, besides being a great opportunity for any professional, I'm really thankful that they considered me for this role. My role is exclusive. My dedication is exclusive. I only have an executive role in Naturgy, as I said earlier. CriteriaCaixa has a CEO with delegated roles from the board and the shareholders, so no doubt there. But in case you have doubts, I can tell you that I voluntarily decided not to receive any remuneration regarding my role in CriteriaCaixa's board, so that there were no doubts about it, and I gave the remuneration in that board to the "la Caixa" Foundation. It's a very good place to make a donation. I would like to encourage you, if you want to make donations, to donate to that entity.
These were the three main reasons why the Remco unanimously and Naturgy's board unanimously allowed my appointment as non-executive director in CriteriaCaixa's board. I wouldn't be there if it wasn't in these conditions. And I have to tell you, since I have the opportunity here, I mentioned earlier a proposal about my renewal. If you approve it, I'll be honored to continue to work for this company until 2040, and this confirms my total devotion to this company. There are many challenges ahead of us until 2030, and that dedication will allow me to take them. Then we have Mr. Fernández's question. The installation of solar farms and the incident back on the April 20th. Solar farms, obviously, Naturgy complies with the legislation. It submits proposals for their environmental impact assessments. This is what the regulations say. What do we do? We go beyond it.
First of all, because of our social relationship model, we consult with the tenant. We don't usually buy. We lease long-term, and we consult with the holder, but also the neighbors and the town council or local associations. We have different initiatives. We try to use solutions based on the area customs, which is usually sheep, not really cows, because for that, the panels should be higher. In an area in Andalusia, we need to transplant some olive trees. They've been transplanted, and we've had our first harvest. And in Extremadura, they usually require a 1:1 ratio; if we install panels in one hectare, we need to implement compensation measures in one hectare. It's usually birds conservation, so neighbors tend to be very happy.
Usually, the price is not the same compared to solar panels, but they're usually happy with it, and the regional government is happy because we protect different species of birds that would otherwise be exposed to some risks. So we go beyond the legislation. And regarding the blackout, you're asking about two things, now and then. Currently, the first recommendation out of the 300 pages of the document published last year, the first one, the most important one, is to have real time monitoring of tension. The national grid, without have phone call, they tell the machines, the power plants, what they need to do, so they follow the voltage in real time. This existed technically, but really national grid didn't implement this back then. Now it's implemented, and Naturgy is the first one. In electricity, we're sixth, 15%, 16%. Client generation, we're sixth with that market.
In real time monitoring, power plants that are enabled to do this out of the 10,000 MW that we have now, 58% of them are ours, which proves that we are spearheading this process because the security of supply is something greater for us with our CCGTs. What happened back then? None of the reports makes a decision. CNMC has declined to study the causes. They're exclusively focusing on proposals moving forward. The same goes. There were some operators and journalists who wanted to see this report and caUses and culprits. The first page says that this is not its goal, and you won't find it anywhere in the document, who caused this, who's responsible for it. It focuses on recommendations. What can we know about who caused it? As I said, we have a partial view.
We don't know the whole system, just our part, which is approximately a sixth. So we can speak about that sixth. About that, we can say categorically that none of our facilities, conventional or renewable generation facilities or distribution facilities, were triggered due to internal causes, they were all triggered, disconnected due to external factors, usually an excess of voltage. This is what the regulations say. To prevent any damage, they're disconnected before causing a damage, because otherwise, the machine will be burned. All of them were triggered because of external factors. Although people speak about that instant, 12:33, it is important to know what happened in previous hours and days. I can tell you that Naturgy has a fleet of 17 CCGTs. They're operational and were properly maintained. That evening, 10 were functioning according to the National Grid request.
Three, four continued, and others from other operators continued. They continued to work that morning. Whether they were enough or not, we don't have the global view of the system, so I cannot give you a full answer on this. The causes will be established by court. Unfortunately, this will take a long time. First of all, because this is scattered throughout Spain, and only when this reaches the Supreme Court, a final decision will be made. But I can already tell you that these two reports explicitly say they're not trying to find a culprit. They just try to make suggestions for the future.
I hope that with the explanation of the secretary about the last question, we can consider concluded the part that has to do with the shareholders' participation. Now we go to the next part of the AGM, which is the voting of the agreements or the resolutions proposed. Before that, the secretary will present to you, normally, the level of compliance that we have in the company, when we look at the recommendations made by the CNMV for all listed companies.
It's something that I have to say in obligation. I would like to say that of the 64 recommendations that the CNMV includes, six of them are not applicable to Naturgy. In terms of subsidiary, that doesn't apply. Of the 58 that apply, we fully complied at the December 31st, 2025 with 48 of them, six partially complied with, and the other four, we have given an explanation why we consider it's better not to fulfill them. Obviously, there will be reasons for that. Of the last two, those that we partially fulfill and those who we think is better to fulfill in a different way, you can find the explanation to why in the last few pages of the corporate governance annual report. For those that we have given explanation, the board considers still that it doesn't apply to Naturgy.
For instance, recommendation 17 on the number of independent directors. We consider that rather than fulfilling a recommendation, we have to fulfill the law, which talks about proportional representation of shareholders. Therefore, by default, we cannot have a majority of independent directors.
We cannot fulfill the recommendation, but we fulfill the law. With regard to the recommendations that we partially fulfill, for instance, 52 or 53, they have to do with the shareholder configuration and the number of independent directors I mentioned, or also the 48 that talks about separating the Appointments and Remuneration Committee into two committees. We think that this is not effective, and we believe that the Appointments and Remuneration Committee can fulfill its duties, and therefore, given the low amount of independent directors that we have, if we were to split them, there will be problems on representation. Therefore, we decide to maintain the Appointments and Remuneration Committee as it is.
Now, the secretary will read the proposals that are subject to approval one by one, and he will explain how to speed the process and how we will execute it in order to speed the process. If there are substantial majorities, we will indicate if each proposal has been approved, depending on the votes already considered. Basically, those that have already voted in favor or against, or abstentions, all those will raise their hand in the room or will leave us a form with a vote as they wish. We'll only say that we will look at those votes already on the table without having the need to detail those in favor, against, or abstentions. Also propose that those who are present in the room and wish to vote against or abstain, simply raise your hand after the reading of each proposal.
I also propose that at the end of the vote, you can come close to the voting table, together with me and the notary, in order to take detailed note of your name, number of shares, and how you wish to vote. For those who wish to vote remotely, they can do so through the online form that is available, and your votes will be counted and will be communicated to the public notary so that it's included in the minutes. At the end of the voting, the result will be made public on the website from tomorrow in the section of the AGM 2026, entitled Quorum Voting and Resolutions.
I would also like to say that according to Article 11 of the AGM's regulation and the items of the agenda, I will make a summary given that the full text has been available before the convening of the meeting.
First proposal, approving the annual accounts, the management report of Naturgy Energy Group for the year closed the December 31st, 2025. Approved? Is considered approved. Second proposal, approve the consolidated annual accounts and the consolidated management report for Naturgy Energy Group, S.A. for the year 2025. Approved? It's considered approved. Third proposal, to approve the non-financial information statement, the consolidated one, according to the management report of Naturgy Energy Group. It's considered approved. Fourth proposal, this one regarding the dividend. Approving the following proposal for the result of the capital share closed on the December 31st, 2025.
To dividend, this is an amount of global gross amount that will be equal to the sum of the two amounts. Those that have already been, the interim dividends, have already been paid out, and the supplementary dividends. We've already paid EUR 1,099,936,366, corresponding to the two interim dividends of the year 2025 at EUR 1.20 per share with the number of shares that were not considered treasury stock. Second, supplementary dividends that are proposed now, which is the amount, the results of multiplying EUR 0.57 per share for the number of shares that do not have the condition of treasury stock at the date where the holders were registered in order to receive this supplementary dividend. Of that dividend, we have already paid EUR 969 million on the 30th of July and the 5th of November.
The payment of the supplementary dividend of EUR 0.57 will be paid on the 31st of March. The board is empowered with the power of replacement in order to carry out whatever it needs and all the necessary actions in order to make sure we distribute, and including, but not limited to appoint an entity that should act as a payment agent. Then we have the remnant, which is the amount that comes out from deducting those dividends from the total distribution, which is EUR 3,273,201,402. Is it approved? Approved. Fifth proposal, to approve the management carried out by the board during the year 2025. Approved? It's considered approved. Sixth proposal. This is a vote that is being done, but is a consultation, not binding.
Approving the annual report on the remunerations of the directors of Naturgy Energy Group, approved by the board of directors on the February 17th, 2026, and the text has been at the disposal of the shareholders together with the other documentation. Approved? Considered approved. Seventh proposal related to the board of directors composition. 7.1, to reelect and appoint to the board, after the report of the Appointments and Remuneration Committee, Mr. Ramón Adell Ramón. Approved? Approved. 7.2, reelect and appoint, the proposal of the board and with the approval of the Permanent Remuneration Committee for four years, Mr. Jaime Siles Fernández-Palacios. Approved? It's considered approved. 7.3, reelect and appoint at the board's proposal and the Appointments and Remuneration Committee proposal, for four years, Mr. Francisco Reynés Massanet. Approved.
7.4, to ratify an appointment through co-optation and appoint at the proposal of the board and the Permanent Remunerations Committee, Mr. Lars Bespolka for four years. Considered approved. Given that the four directors are present, will you fulfill the requirements and is there any conflict of interest? No? Perfect. Approved.
Eighth proposal, to authorize and approve according to Article 515 of the Spanish Companies Act, that the extraordinary AGMs will be called with a minimum notice of 15 days, as long as the company offers the shareholders the effective possibility to vote remotely until the holding of the next ordinary AGM. This is something that we ask for every year, even though we've never had to do it. Approved? Considered approved. Ninth. This is not for voting. This is just to inform you.
We inform the AGM of the amendments to Article 20 of the regulation on the organization and operation of the board of Naturgy. We have included in the certain paragraph of said section, the duties of the coordinator board, so that it has the same wording as the recommendations of the CNMV guidelines, because part of the text was not the same. The full text of this section is at the disposal of shareholders in the proposal for resolution and can be read on our website. Tenth and last proposal, to delegate to the board with express power of replacement granted to the chairman, secretary or director or directors, whenever is deemed fit, in order to execute, complement, develop, interpret, or formalize any of the resolutions approved by the AGM, being allowed to carry out any modifications needed in order to make it effective.
To delegate and empower vastly as allowed by the law to the chairman, secretary of the board, or any of them indistinctively, so that they are able to sign as many documents as needed, in order to carry out these resolutions. Approved? Considered approved. Given that all the proposals have been approved, we consider this AGM duly closed.
Before we say goodbye, first of all, I would like to thank again on behalf of the board and of the management team, the trust that you have given us all. The management team will continue to work as much as we can in the best manner possible to fulfill our commitments for the year 2026. As the board of directors, we will make sure that all this work is supervised and monitored so that this doesn't put at risk your assets and your investments.
On behalf of both, I would like to thank you all, not only for being here with us, but also for supporting us in all the items of the agenda, and I hope to see you again next year. Thank you very much.