Annual / Quarterly Financial Statement • Feb 25, 2020
Annual / Quarterly Financial Statement
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"Translation of financial statements originally issued in Spanish and prepared in accordance with accounting principles generally accepted in Spain. In the event of a discrepancy, the Spanish-language version prevails."

| BALANCE SHEET AT DECEMBER 31, 20191 | |
|---|---|
| INCOME STATEMENT AT DECEMBER 31, 20193 | |
| STATEMENT OF RECOGNISED INCOME AND EXPENSES AT DECEMBER 31, 2019 4 |
|
| STATEMENT OF TOTAL CHANGES IN EQUITY AT DECEMBER 31, 2019 5 |
|
| CASH FLOW STATEMENT AT DECEMBER 31, 20196 | |
| 1. Company activities and presentation bases 7 1.1 Company activity 7 1.2 Basis of presentation 8 1.3 Estimates and accounting judgements used 9 1.4 Investments in group and multigroup companies 9 1.5 Dividends distributed and proposed 15 1.6 Commitments and guarantees 16 |
|
| 2. Operational performance of the company 2.1 Operating profit 18 2.2 Trade and other receivables 20 2.3 Trade and other payables 21 2.4 Property, plant, and equipment 22 2.5 Intangible assets 24 2.6 Impairment of non-financial assets 26 2.7 Leases 26 2.8 Provisions and contingent liabilities 27 |
18 |
| 3. Capital structure, financing and financial result 3.1 Equity 30 3.2 Financial debts 31 3.3 Net financial result 33 3.4 Derivative financial instruments 33 3.5 Financial and capital risk management 34 3.6 Cash flows 36 |
29 |
| 4. Other information 4.1 Information on other items on the balance sheet 37 4.2 Tax situation 38 4.3 Related party transactions and balances 42 4.4 Remuneration to the members of the Board of Directors and Senior Management 44 4.5 Other information concerning the Board of Directors 47 4.6 Other Information 47 4.7 Subsequent events 48 |
37 |
| 5. Explanation added for translation to English |
49 |
| MANAGEMENT REPORT OF ENAGÁS, S.A. |
50 |
(in thousands of euros)
| Notes | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|
| NON-CURRENT ASSETS | 5,566,359 | 5,328,700 | |
| Intangible assets | 2.5 | 11,937 | 12,007 |
| Research and development | 93 | 153 | |
| IT applications | 11,844 | 11,854 | |
| Prepayments and work in progress | - | - | |
| Property, plant, and equipment | 2.4 | 20,605 | 22,277 |
| Land and buildings | 16,161 | 17,237 | |
| Technical facilities and other PP&E | 4,286 | 4,835 | |
| Prepayments and work in progress | 158 | 205 | |
| Property investments | 4.1 | 19,610 | 19,610 |
| Land | 19,610 | 19,610 | |
| Long-term investments in group and multigroup companies | 1.4 | 5,504,327 | 5,262,439 |
| Equity instruments | 4,692,698 | 4,459,513 | |
| Loans to companies | 400,291 | 400,291 | |
| Other financial assets | 411,338 | 402,635 | |
| Long-term financial investments | 745 | 752 | |
| Loans to third parties | 49 | 56 | |
| Other financial assets | 696 | 696 | |
| Deferred tax assets | 4.2.g | 9,135 | 11,615 |
| CURRENT ASSETS | 933,910 | 753,594 | |
| Inventories | 6 | 8 | |
| Raw materials and other procurements | 6 | 8 | |
| Trade and other receivables | 2.2 | 21,107 | 16,370 |
| Customer receivables for sales and services rendered | - | 10 | |
| Customers, Group companies and associates | 13,712 | 13,490 | |
| Other receivables | 128 | 123 | |
| Personnel | 74 | 291 | |
| Current income tax assets | 6,760 | 1,799 | |
| Other credits with the Public Administrations | 433 | 657 | |
| Short-term investments in group and multigroup companies | 1.4 | 219,551 | 278,974 |
| Loans to companies | 147,551 | 151,374 | |
| Other financial assets | 72,000 | 127,600 | |
| Short-term accruals | 1,655 | 1,082 | |
| Cash and cash equivalents | 3.6.a | 691,591 | 457,160 |
| Treasury | 691,591 | 457,160 | |
| TOTAL | 6,500,269 | 6,082,294 |
The accompanying Notes 1 to 5 constitute an integral part of the Balance Sheet at December 31, 2019.

| LIABILITIES | Notes | 12.31.2019 | 12.31.2018 |
|---|---|---|---|
| EQUITY | 2,656,554 | 2,133,566 | |
| SHAREHOLDERS' EQUITY | 2,656,554 | 2,133,566 | |
| Share capital | 3.1.a | 392,985 | 358,101 |
| Subscribed capital | 392,985 | 358,101 | |
| Issue premium | 3.1.b | 465,116 | - |
| Issue premium | 465,116 | - | |
| Reserves | 1,557,981 | 1,552,278 | |
| Legal and statutory | 3.1.d | 71,620 | 71,620 |
| Other reserves | 1,486,361 | 1,480,658 | |
| Treasury shares | 3.1.c | (12,464) | (8,219) |
| Profit/(loss) for the year | 403,199 | 371,222 | |
| Interim dividend | 1.5.a | (152,469) | (145,917) |
| Other equity instruments | 2,206 | 6,101 | |
| ADJUSTMENTS FOR CHANGES IN VALUE | 3.1.e | - | - |
| Hedging transactions | - | - | |
| NON-CURRENT LIABILITIES | 3,612,152 | 3,694,247 | |
| Long-term provisions | 2.8.a | 1,601 | 466 |
| Obligations for long-term employee benefits | 1,135 | - | |
| Other provisions | 466 | 466 | |
| Long-term debts | 3.2.a | 201,243 | 195,946 |
| Debts with credit institutions | 201,136 | 195,819 | |
| Other financial liabilities | 107 | 127 | |
| Long-term debts with group companies and associates | 3,406,607 | 3,494,955 | |
| Deferred tax liabilities | 4.2.g | 2,701 | 2,880 |
| CURRENT LIABILITIES | 231,563 | 254,481 | |
| Short-term provisions | - | 3,293 | |
| Current financial liabilities | 3.2.b | 9,549 | 4,897 |
| Debts with credit institutions | 5,409 | 112 | |
| Other financial liabilities | 4,140 | 4,785 | |
| Short-term debts with group companies and associates | 3.2.c | 174,942 | 195,584 |
| Trade and other payables | 2.3 | 47,072 | 50,707 |
| Suppliers | 9,931 | 11,159 | |
| Suppliers, group companies and associates | 336 | 2,185 | |
| Personnel | 6,814 | 10,078 | |
| Other debts with the Public Administrations | 29,991 | 27,285 | |
| TOTAL | 6,500,269 | 6,082,294 |
The accompanying Notes 1 to 5 constitute an integral part of the Balance Sheet at December 31, 2019.
| (in thousands of euros) | |
|---|---|
| ------------------------- | -- |
| Notes | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|
| CONTINUING OPERATIONS | 457,017 | 404,630 | |
| Revenue | 2.1.a | 550,787 | 502,018 |
| Rendering of services | 78,787 | 93,418 | |
| Dividend income of group and multigroup companies | 472,000 | 408,600 | |
| Work done by the company for its assets | 2.4 | 201 | 291 |
| Procurements | - | (4) | |
| Consumption of raw materials and other consumables | - | (4) | |
| Other operating income | 1,013 | 1,788 | |
| Accessory income and other current management income | 1,013 | 1,788 | |
| Personnel expenses | 2.1.b | (47,387) | (45,527) |
| Wages, salaries and similar | (35,519) | (35,035) | |
| Social contributions | (11,868) | (10,492) | |
| Other operating expenses | 2.1.c | (39,854) | (46,037) |
| External services | (39,021) | (44,681) | |
| Taxes | (833) | (1,356) | |
| Amortisation of fixed assets | 2.4 and 2.5 |
(7,647) | (7,899) |
| Impairment and gains /(losses) on disposal of assets | 2.4 and 2.5 |
(96) | - |
| OPERATING PROFIT | 457,017 | 404,630 | |
|---|---|---|---|
| Financial income | 3.3 | 1,020 | 5,153 |
| From marketable securities and other financial instruments | 1,020 | 5,153 | |
| - For debts with group companies and associates | 893 | 3,296 | |
| - For debts with third parties | 127 | 1,857 | |
| Financial expenses | 3.3 | (78,515) | (49,809) |
| For debts with group companies and associates | (68,657) | (35,421) | |
| For debts with third parties | (9,858) | (14,388) | |
| Exchange gains (losses) | 3.3 and 4.1.b |
278 | (1,047) |
| Impairment and gains (losses) on disposals of financial instruments | 1.4.a | (80) | - |
| Results for disposals and others | (80) | - | |
| FINANCIAL RESULT | (77,297) | (45,703) | |
| PROFIT /(LOSS) BEFORE TAX | 379,720 | 358,927 | |
| Income tax | 4.2.e | 23,479 | 12,295 |
| PROFIT /(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS | 403,199 | 371,222 | |
| DISCONTINUED OPERATIONS | - | - | |
| PROFIT /(LOSS) FOR THE YEAR | 403,199 | 371,222 |
The accompanying Notes 1 to 5 constitute an integral part of the Income Statement at December 31, 2019.
(in thousands of euros)
| Notes | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|
| RESULTS TO THE INCOME STATEMENT | 403,199 | 371,222 | |
| INCOME AND EXPENSES RECOGNISED DIRECTLY IN EQUITY | - | 195 | |
| From cash flow hedges | 3.1.e | - | 260 |
| Tax effect | 3.1.e | - | (65) |
| AMOUNTS TRANSFERRED TO THE INCOME STATEMENT | - | 897 | |
| From cash flow hedges | 3.1.e | - | 1,196 |
| Tax effect | 3.1.e | - | (299) |
| TOTAL RECOGNISED INCOME AND EXPENSES | 403,199 | 372,314 |
The accompanying Notes 1 to 5 constitute an integral part of the Statement of Recognised Income and Expenses at December 31, 2019.

| Note | Share capital | Share premium and reserves |
Treasury shares |
Profit/(loss) for the year |
Interim dividend |
Other equity instruments |
Adjustments for changes in value |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| BALANCE ADJUSTED AT THE BEGINNING OF 2018 | 358,101 | 1,550,927 | (8,219) | 349,454 | (139,241) | 4,165 | (1,092) | 2,114,095 | |
| Total recognised income and expenses | - | - | - | 371,222 | - | - | 1,092 | 372,314 | |
| Transactions with shareholders | - | - | - | (208,862) | (145,917) | - | - | (354,779) | |
| - Capital increases | - | - | - | - | - | - | - | - | |
| - Distribution of dividends | 1.5 | - | - | - | (208,862) | (145,917) | - | - | (354,779) |
| Transactions with treasury shares | 3.1.c | - | - | - | - | - | - | - | - |
| Other changes in equity | - | 1,351 | - | (140,592) | 139,241 | 1,936 | - | 1,936 | |
| - Payments based on equity instruments | 3.1.c | - | - | - | - | - | 1,936 | - | 1,936 |
| - Other changes | - | 1,351 | - | (140,592) | 139,241 | - | - | ||
| BALANCE AT DECEMBER 31, 2018 | 358,101 | 1,552,278 | (8,219) | 371,222 | (145,917) | 6,101 | - | 2,133,566 | |
| BALANCE ADJUSTED AT THE BEGINNING OF 2019 | 358,101 | 1,552,278 | (8,219) | 371,222 | (145,917) | 6,101 | - | 2,133,566 | |
| Total recognised income and expenses | - | - | - | 403,199 | - | - | - | 403,199 | |
| Transactions with shareholders | 34,884 | 465,116 | - | (218,697) | (152,469) | - | - | 128,834 | |
| - Capital increases | 3.1.a and b |
34,884 | 465,116 | - | - | - | - | - | 500,000 |
| - Distribution of dividends | 1.5 | - | - | - | (218,697) | (152,469) | - | - | (371,166) |
| Transactions with treasury shares | 3.1.c | - | - | (9,876) | - | - | - | - | (9,876) |
| Other changes in equity | - | 5,703 | 5,631 | (152,525) | 145,917 | (3,895) | - | 831 | |
| - Payments based on equity instruments | 3.1.c | - | 470 | 5,631 | - | - | (3,895) | - | 2,206 |
| - Cost of capital increase | 3.1.d | - | (1,331) | - | - | - | - | - | (1,331) |
| - Other changes | - | 6,564 | - | (152,525) | 145,917 | - | - | (44) | |
| BALANCE AT DECEMBER 31, 2019 | 392,985 | 2,023,097 | (12,464) | 403,199 | (152,469) | 2,206 | - | 2,656,554 |
The accompanying Notes 1 to 5 constitute an integral part of the Consolidated Statement of Total Changes in Equity at December 31, 2019.
(in thousands of euros)
| Notes | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES (I) | 464,851 | 496,802 | |
| Profit /(loss) for the year before taxes | 379,720 | 358,927 | |
| Adjustments to profit | (395,834) | (375,346) | |
| - Amortisation of fixed assets | 2.4 and 2.5 |
7,647 | 7,899 |
| - Variation of provisions | 1,136 | (549) | |
| - Attribution of grants | (18) | - | |
| - Gains/losses due to decreases and disposals of assets | 92 | - | |
| - Financial income and dividends | (483,007) | (433,552) | |
| - Financial expenses | 3.3 | 78,594 | 49,809 |
| - Other income and expenses | (278) | 1,047 | |
| Changes in working capital | (9,026) | 6,536 | |
| - Inventories | 1 | 2 | |
| - Trade and other receivables | 215 | 3,357 | |
| - Other current assets | (572) | (956) | |
| - Trade and other payables | (4,801) | 3,047 | |
| - Other current liabilities | (3,868) | 1,087 | |
| - Other non-current assets and liabilities | (1) | (1) | |
| Other cash flows from operating activities | 489,991 | 506,685 | |
| - Interest paid | (69,112) | (42,801) | |
| - Dividends received | 527,600 | 521,000 | |
| - Interest received | 10,007 | 17,744 | |
| - Income tax paid (received) | 21,369 | 10,742 | |
| - Other proceeds | 127 | - | |
| CASH FLOWS FROM INVESTING ACTIVITIES (II) | (238,639) | 31,021 | |
| Payments for investments | (388,345) | (18,221) | |
| - Group companies and associates | (381,696) | (10,738) | |
| - Intangible assets and property, plant and equipment | 2.4 and 2.5 |
(6,654) | (7,483) |
| - Other financial assets | 5 | - | |
| Proceeds from sale of investments | 149,706 | 49,242 | |
| - Group companies and associates | 149,706 | 49,242 | |
| CASH FLOWS FROM FINANCING ACTIVITIES (III) | 7,916 | (123,495) | |
| Proceeds from and payments on equity instruments | 492,206 | - | |
| - Issue of equity instruments | 3.1 | 500,000 | - |
| - Acquisition of equity instruments | (9,876) | - | |
| - Disposal of equity instruments | 2,082 | - | |
| Proceeds from and payments on financial liabilities | (113,124) | 231,284 | |
| - Issue of debts with credit entities | 1,656,643 | 2,324,495 | |
| - Issue of debts with group companies and associates | 48,000 | 475,187 | |
| - Repayment and amortisation of debts with credit entities | (1,653,100) | (2,372,498) | |
| - Repayment and amortisation of debts with group companies and associates | (164,667) | (195,900) | |
| Dividends paid and remuneration on other equity instruments | (371,166) | (354,779) | |
| - Dividends | 1.5 | (371,166) | (354,779) |
| EFFECT OF EXCHANGE RATE FLUCTUATIONS (IV) | 303 | (297) | |
| NET INCREASE/DECREASE IN CASH AND EQUIVALENTS (I + II + III + IV) | 234,431 | 404,031 | |
| Cash and cash equivalents at beginning of the year | 457,160 | 53,129 | |
| Cash and cash equivalents at year-end | 691,591 | 457,160 |
The accompanying Notes 1 to 5 constitute an integral part of the Cash Flow Statement at December 31, 2019.


At December 31, 2019, the Balance Sheet records a positive working capital of 702 million euros.
At December 31, 2019, Enagás S.A. held financial instruments through which it develops some of its activities, both in current and non-current assets on the attached Balance Sheet, in the total amount of 5,724 million euros. The breakdown of these investments is as follows:
At December 31, 2019 Enagás S.A. had granted guarantees amounting to 5,064 million euros (Note 1.6).
Enagás, S.A, a company incorporated in Spain on July 13, 1972 in accordance with the Corporate Enterprises Act, is the parent company of a group of entities including interests in subsidiaries, associated companies, joint operations and joint ventures, which are engaged in various activities and, together with Enagás, S.A., the Enagás Group (hereinafter the Group), with corporate purpose of the transmission, storage and regasification of natural gas, as well as all related functions with the technical management of the gas system.
i. Regasification, basic and secondary transmission as well as storage of natural gas, via the corresponding gas infrastructure or installations, of its own or of third parties, and also the performance of auxiliary activities or others related to the aforementioned activities.

The above activities can be carried out by Enagás, S.A. itself or through companies with an identical or analogous corporate purpose in which it holds interest, provided they remain within the scope and limitations established by legislation applicable to the hydrocarbons sector. In accordance with said legislation, the activities related to transmission and technical management of the system which are of a regulated nature must be carried out by two subsidiaries entirely owned by Enagás, S.A. (Enagás Transporte, S.A.U. and Enagás GTS,
These Annual Accounts have been prepared by the Directors in accordance with the financial information regulatory framework applicable to the Company, which is established in:
With regard to the Resolution of March 5, 2019 of the Accounting and Audit Institute, which implements the criteria for the presentation of financial instruments and other accounting aspects related to the commercial regulation of corporate enterprises, applicable for the years beginning on or after January 1, 2020, the company has not decided to apply it in advance.
In addition, no non-compulsory accounting principles have been applied.
Also, the Directors authorised these Annual Accounts for issue in due consideration of all compulsory accounting principles and standards with a significant effect on the Annual Accounts.
S.A.U., respectively). Consequently, the corporate purpose includes:
Its registered address is located at Paseo de los Olmos, 19, 28005, Madrid. At its website www.enagas.es and at its registered address, its Articles of Association and other public information on the Company and its Group can be consulted.
In addition to the operations carried out directly, Enagás, S.A., as the parent company of the Enagás Group and in accordance with current legislation, is obliged to separately prepare consolidated accounts of the Group, which also include interests in subsidiaries, associates, joint operations and joint ventures.
The main figures of the consolidated Annual Accounts of the Enagás Group for 2019 and 2018 are the following:
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Total assets | 8,844,224 | 9,526,202 |
| Equity | 3,168,849 | 3,039,371 |
| Revenue | 1,153,103 | 1,294,660 |
| Net profit /(loss) | 422,618 | 442,626 |
The Annual Accounts of Enagás, S.A. and its Consolidated Group for financial year 2019 were prepared by its Directors at the Board of Directors meeting held on February 17, 2020. The 2018 Annual Accounts of Enagás S.A. and its consolidated Group were approved at the Enagás, S.A. General Shareholders' Meeting held on March 29, 2019 and duly filed at the Madrid Mercantile Registry.
These Annual Accounts are presented in thousands of euros (unless otherwise stated).
The accompanying Annual Accounts do not include the information or disclosures which the Group did not consider of material significance or important relative to the concept of materiality as defined in the conceptual framework of the National Charts of Accounts, taking into account the Annual Accounts as a whole.
The accompanying Annual Accounts, which were obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and criteria set out therein and, accordingly, provide a true and fair view of the Company's equity, financial position, results of operations, the statement of changes in equity and cash flows during the year. These Annual Accounts have been prepared by the Directors of the Company and will be submitted for approval by the General Shareholders' Meeting. It is expected that they will be approved without modification.

The information included in these Notes relating to 2018 is presented solely and exclusively for purposes of comparison with the information relating to 2019.
Certain items on the Balance Sheet, the Income Statement, the Statement of Changes in Equity and Cash Flow Statement are
The results and determination of assets and liabilities disclosed in the Annual Accounts are sensitive to the accounting principles and policies, measurement bases and estimates used by the Company's Directors.
In the 2019 Annual Accounts, the Company's Senior Management have occasionally used estimates, subsequently ratified by the Directors, in order to quantify certain assets, liabilities, income, expenses and commitments recognised therein. These estimates basically relate to the following:
grouped together to make them easier to understand, although when individual data is significant, specific information has been included in the respective Notes to these annual accounts.
In 2019 there were no significant changes in accounting policies with respect to those applied in 2018.
• The fair value of equity instruments granted under the Long-Term Incentive Plan ("ILP") (Note 4.4).
Although these estimates were made on the basis of the best information available at December 31, 2019 regarding the facts analysed, it is possible that future events may require these to be modified (upwards or downwards) in the years ahead. This would be carried out prospectively, recognising the effects of the changes to accounting estimates in the Annual Accounts.
During the twelve-month period ended December 31, 2019, there were no significant changes to the estimates made at 2018 yearend, and thus future periods are also not expected to be affected.
• Investments in equity of group and multigroup companies are measured at cost, less, where applicable, any accumulated impairment losses. Said impairment losses are calculated as the difference between an asset's carrying amount and its recoverable amount, understood as being either fair value less cost of sale or the present value of future cash flows arising from the investment, whichever is greater.
In the absence of better evidence of a recoverable amount, the equity of the affiliate is taken into account, after adjusting for any unreleased gains at the date of measurement.
• This heading comprises financial assets arising from the sale of goods or the rendering of services in the course of the Company's business, or financial assets which, not having commercial substance,
are not equity instruments or derivatives with fixed or determinable payments and are not traded in an active market.
The breakdown of accounts under the heading "Investments in group and multigroup companies", both short- and long-term at year-end 2019 and 2018 is as follows:
| 2019 | 2018 | |
|---|---|---|
| Long-term financial instruments | 5,504,327 | 5,262,439 |
| Equity investments in group and multigroup companies (Note 1.4.a) | 4,692,698 | 4,459,513 |
| Credits and receivables | 811,629 | 802,926 |
| Loans to group companies (Note 1.4.b) | 400,291 | 400,291 |
| Other financial assets (Note 1.4.c) | 411,338 | 402,635 |
| Short-term financial instruments | 219,551 | 278,974 |
| Credits and receivables (Note 1.4.b) | 7,246 | 7,266 |
| Credits to group companies for tax effect (1) | 140,305 | 144,108 |
| Dividends receivable (2) | 72,000 | 127,600 |
(1) As mentioned in Note 4.2.b, Enagás S.A. is the parent company of Tax Consolidation Group 493/12 for corporate income tax, and this amount matches the accounts receivable from the different companies belonging to the group in respect of their contribution to the group's taxable income.
(2) This amount relates to the dividends receivable at December 31, 2019 which were distributed by Enagás Transporte, S.A.U. in 2019 (Note 2.1.a).

| % Stake | Thousands of euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name / Address / | Result | Carrying amount | |||||||||
| Activity | Direct | Indirect | Share capital |
Operating income |
Net | Remaining Equity |
Total Equity |
Dividends Received |
Cost | Accumulated impairment |
Total |
| 2019 | 4,692,778 | (80) | 4,692,698 | ||||||||
| Enagás Transporte, S.A.U. | 100 | - | 532,089 | 506,986 | 441,013 | 3,232,780 | 4,205,882 | 432,000 | 3,670,527 | - | 3,670,527 |
| Enagás GTS, S.A.U. | 100 | - | 5,914 | 2,628 | 1,941 | (37) | 7,818 | - | 33,932 | - | 33,932 |
| Enagás Financiaciones, S.A.U. |
100 | - | 15,189 | 35,670 | 15,189 | 5,292 | 35,670 | - | 8,227 | - | 8,227 |
| Enagás Internacional, S.L.U. |
100 | - | 136,308 | 53,454 | 34,645 | 909,251 | 1,080,204 | 40,000 | 945,710 | - | 945,710 |
| Estación de Compresión Soto la Marina, S.A.P.I. de C.V. |
49 | 1 | 12,081 | 4,555 | 2,564 | 3,465 | 18,110 | - | 8,222 | - | 8,222 |
| Enagás Perú SAC | 1 | 99 | 3,894 | (367) | (2,012) | (363) | 1,519 | - | 1 | (1) | - |
| Enagás México SA de CV | 1 | 99 | 2,890 | (443) | (458) | (1,852) | 580 | - | 79 | (79) | - |
| Enagás Emprende, S.L.U. | 100 | - | 4,882 | (1,927) | (1,676) | 10,406 | 13,612 | - | 16,274 | - | 16,274 |
| Enagás Services Solutions, S.L.U. |
100 | - | 2,894 | (738) | (555) | 5,639 | 7,978 | - | 9,673 | - | 9,673 |
| Mibgas Derivatives, S.A. | 19 | 9 | 757 | - | - | (757) | - | - | 97 | - | 97 |
| Enagás Renovable, S.L. | 100 | - | 36 | - | - | (1) | 35 | - | 36 | - | 36 |
| 2018 | 4,459,513 | - | 4,459,513 | ||||||||
| Enagás Transporte, S.A.U. | 100 | - | 532,089 | 518,286 | 397,729 | 1,566,299 | 2,496,117 | 387,600 | 3,815,407 | - | 3,815,407 |
| Enagás GTS, S.A.U. | 100 | - | 5,914 | 1,705 | 1,160 | (1,350) | 5,725 | - | 33,838 | - | 33,838 |
| Enagás Financiaciones, S.A.U. |
100 | - | 890 | 63,857 | 6,299 | 12,291 | 19,480 | - | 8,213 | - | 8,213 |
| Enagás Internacional, S.L.U. |
100 | - | 99,508 | 95,534 | 83,431 | 530,885 | 713,824 | 11,000 | 578,070 | - | 578,070 |
| Estación de Compresión Soto la Marina, S.A.P.I. de C.V. |
50 | - | 21,881 | 5,701 | 5,701 | 22,111 | 49,693 | - | 12,248 | - | 12,248 |
| Enagás Perú SAC | 1 | 99 | 6,474 | (730) | (990) | (943) | 4,540 | - | 1 | - | 1 |
| Enagás México SA de C.V. | 1 | 99 | 2,313 | (346) | (364) | (1,455) | 494 | - | - | - | - |
| Enagás Emprende, S.L.U. | 100 | - | 2,008 | (1,270) | (954) | 4,654 | 5,708 | - | 6,694 | - | 6,694 |
| Enagás Services Solutions, S.L.U. |
100 | - | 1,484 | 1,518 | (1,139) | 3,460 | 3,805 | - | 4,945 | - | 4,945 |
| Mibgas Derivatives, S.A. | 19 | 9 | 757 | - | - | - | 757 | - | 97 | - | 97 |
These Group companies are not listed on the Securities Markets.
In 2019 the following changes were made to the Company's equity instruments:
Likewise, on March 6, 2019, Enagás Internacional, S.L.U. carried out a further capital increase of 500 thousands of euros with a share premium of 4,368 thousands of euros through a monetary contribution. This capital increase represented the issue of 500,000 new shares.
On May 6, 2019, the Company carried out a capital increase in Enagás Internacional, S.L.U. amounting to 5,500 thousands of euros with a share premium of 49,500 thousands of euros through a monetary contribution. This capital increase represented the issue of 5,500,000 new shares.
Finally, on July 25, 2019, Enagás Internacional S.L.U. carried out a capital increase of 10,800 thousands of euros with a share premium of 96,879 thousands of euros through a monetary contribution. This capital increase represented the issue of 10,800,000 shares.
The capital increases carried out in 2019 in Enagás Internacional, S.L.U. were performed mainly in order to finance the purchase of shareholding in the US company Tallgrass through certain subsidiaries in which Enagás Internacional, S.L.U. holds an interest.
• On March 7, 2019, the Company increased capital in Enagás Services Solutions, S.L.U. for 3,700 thousands of euros, of which 1,110 thousands of euros were contributed as shares and 2,590 thousands of euros as a share premium on said shares.
Additionally at July 2, 2019, Enagás Services Solutions, S.L.U. performed a capital increase by issuing 300,000 shares with a face value of one euro each, with a total share premium of 700 thousands of euros.

• On January 30, 2019 and March 26, 2019, Enagás Emprende, S.L.U. carried out two capital increases for the same amount, by issuing a total of 1,380,000 new shares, with a face value of one euro each, and a total share premium of 3,220 thousands of euros, through a fully paid-up monetary contribution in each of the increases.
Additionally at July 12, 2019, Enagás Emprende, S.L.U. performed a capital increase by issuing 294,000 new shares with a face value of one euro each, with a total share premium of 686 thousands of euros.
Lastly, on November 12, 2019 and December 4, 2019, Enagás Emprende, S.L.U. again increased capital by 2,300 thousands of euros and 1,700 thousands of euros, respectively, of which 1,200 thousands of euros were contributed in the form of shares with a face value of one euro each and 2,800 thousands of euros in the form of the associated share premium.
• On July 25, 2019 and October 16, 2019, Enagás Transporte, S.A.U. returned to the Company "other contributions from partners" amounting to 145,000 thousands of euros.
It should be noted that on April 16, 2019, the merger by absorption of the companies Estación de Compresión Soto La Marina, S.A.P.I. de C.V., as the merging company, and Estación de Compresión Soto La Marina EPC, S.A.P.I. de C.V., as the merged company, took place. This merger had no impact on Enagás, S.A.'s investment in Soto La Marina, S.A.P.I. de C.V.
At December 31, 2019 the Company made an impairment adjustment to the value of its investment in Enagás México amounting to 79 thousands of euros. At December 31, 2018, the Company had not made any impairment adjustments to the value of direct investments in Group companies.
| Long-term balances | Short-term balances | ||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Enagás Internacional, S.L.U. | 400,291 | 400,291 | 7,246 | 7,266 | |
| Total | 400,291 | 400,291 | 7,246 | 7,266 |
The balances at December 31, 2019 and December 31, 2018 with loans to group companies relate in full to a loan granted to Enagás Internacional, S.L.U. amounting to 400,291 thousands of euros and the interest associated with this loan, which was accrued but not paid, amounting to 7,246 thousands of euros (7,266 thousands of euros at December 31, 2018).
Loans to group companies are subject to the market interest rate, with the average rate for 2019 and 2018 being 2.5% and 1.4% respectively.
The breakdown per maturity of these loans at year-end 2019 and 2018 is as follows:
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 and later years |
Total |
|---|---|---|---|---|---|---|
| Loans and receivables | 7,246 | - | 400,291 | - | - | 407,537 |
| Total | 7,246 | - | 400,291 | - | - | 407,537 |
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 and later years |
Total |
| Loans and receivables | 7,266 | - | - | 400,291 | - | 407,557 |
The "Other financial assets" heading includes the different accounts receivable from the investment in Gasoducto Sur Peruano, S.A. (hereinafter "GSP"), a company directly owned by Enagás Internacional, S.L.U. In relation to this investment, on January 24, 2017, the Directorate General of Hydrocarbons of the Peruvian Government's Ministry of Energy and Mines (hereinafter the "State of Peru") sent an official letter to GSP stating "the termination of the concession agreement owing to causes attributable to the concession holder", in accordance with the terms of Clause 6.7 of the "Improvements to the Energy Security of the Country and the Development of the Gasoducto Sur Peruano" (hereinafter "the Project") concession agreement, because the financial close had not been evidenced within the period established in the agreement (January 23, 2017), and proceeded to the immediate enforcement of the totality of the
guarantee for full compliance given by GSP (262,5 million dollars), to ensure fulfilment of the obligations relating to the concession, which in the case of Enagás generated a payment of 65.6 million dollars. Also in January 2017, they paid bank financing sureties (regarding GSP) to Enagás amounting to 162 million dollars, including both principal and interest pending payment. In December 2017, the process for delivering the Concession Assets held by GSP was substantially completed with the Peruvian State assuming control over them.
As a result of the termination of the concession contract, based on the opinion of the external and internal legal advisors of Enagás, the Peruvian State had the obligation to apply Clause 20 of the Concession Contract, calculating the Net Carrying Amount (hereinafter NCA) of the Concession Assets, calling a maximum of

three auctions to award the Concession, with the auction result being to pay GSP the NCA, based on the opinion of the external and internal legal advisors of Enagás. With the amount that GSP would have received for the NCA of the Concession Assets, it would have been able to settle its obligations to third parties and, if possible, reimburse the capital contributions made by its shareholders, as explained in the 2016 and 2017 Annual Accounts of Enagás, S.A.
As a result of inaction by the Peruvian State in relation to the aforementioned procedure, on December 19, 2017, Enagás notified the Peruvian State about the existence of a dispute relating to the investment in GSP with a view to reaching an amicable agreement on the terms of Article 9.1 of the Agreement for the Reciprocal Promotion and Protection of APPRI in Spanish signed by the Republic of Peru and the Kingdom of Spain. This notification represented the beginning of the six-month period for direct contact prior to initiating international arbitration in which the APPRI acts as the mechanism for recovering the investment in GSP.
Once the required six months of direct contact between Enagás and the Peruvian State had elapsed without reaching an amicable settlement of this dispute, on July 2, 2018, an application for the initiation of arbitration against the Peruvian State regarding its investment in GSP was filed by Enagás with the ICSID.
Through this arbitration procedure, it is expected that the Peruvian State will reimburse Enagás for its investment in GSP, this being the mechanism by which the financial assets recorded in the balance sheet would be recovered. Thus, it is expected that the Arbitration Court that hears the arbitration procedure at the ICSID will uphold with the arguments of Enagás, issuing an award recognising that the Peruvian State has not protected Enagás investment under the APPRI and, therefore, it must compensate it by paying the value of that investment.
With respect to this ICSID arbitration procedure, the arbitration tribunal was constituted on July 18, 2019, and on September 24, 2019 Resolution No. 1 was issued, establishing the procedural rules that will govern the arbitration procedure until the award is handed down. At present, the procedure is in the phase of preparation of written and oral proceedings before said tribunal, and Enagás' statement of claim was presented on January 20, 2020, at which time the phase of response by the Peruvian State has begun being the maximum deadline for completion of this phase of response by the end of May 2020.
In addition, also with the ICSID, it should be noted that on January 21, 2020, Odebrecht filed the arbitration claim against the Republic of Peru in order to recover its investment in GSP.
Regarding the Enagás' statement of claim, the main argument maintained by Enagás is that, if the Peruvian State had complied with its obligation under the Concession Contract, it would have calculated the NCA and organised the three auctions, which it was obliged to do, to award the Concession, and the proceeds of the auction would have been delivered to GSP, which would have applied the amount delivered to pay its creditors and return the capital to its shareholders. The claim by Enagás is based on the collection of the 100% of the NCA, from the Peruvian government, as on January 24, 2018, a year had transpired since the termination of the concession agreement, without any announcement of auctions. The absence of an auction means that the legal advisors of Enagás believe that it should be considered that GSP would have received 100% of the NCA because it was deprived of the possibility of receiving it when at least one of the auctions were not convened. Therefore, starting from the NCA considered, a certain payments waterfall would have been applied. Enagás considers that, taking into account the NCA of the Concession Assets determined by an independent expert, and also taking into account the payment waterfall as per the terms of the insolvency legislation, as well as the contracts between Enagás and the members and creditors of GSP relating to subordination and credit agreements, if the State had fulfilled their obligations, and thus paid GSP the amount collected in the auction, Enagás would have recovered its investment.
There have been no changes in the amount of the NCA maintaining at December 31, 2019 the valuation made by a firm of independent experts hired by Enagás which its NCA total value amounts to 1,980 million dollars.
Taking into account this updated NCA, if the payment waterfall were to be applied to it as per the terms of the insolvency laws, the subordination and the assignment of credit agreements entered into by Enagás and its partners in GSP, Enagás would recover the total value of its investment claim with the ICSID in the amount of 511 million dollars.
In relation to the aforementioned contracts of subordination of rights and assignment of claims, their effectiveness and form of application has been successively questioned by Enagás' partners in GSP through different arbitration proceedings. The arbitration proceedings filed by Graña y Montero questioning the legitimacy of Enagás to claim its claims against GSP are still pending. Likewise, the INDECOPI authority has recognised the full effectiveness of the aforementioned agreements in GSP's bankruptcy process. In relation to this arbitration procedure, the company's Peruvian legal advisors consider that the possibility that such arbitration procedure will conclude with a negative result for Enagás is remote, considering such agreements to be fully valid and applicable.
As regards the arbitration proceedings against the State of Peru, based on the conclusions determined by the external and internal legal advisers of Enagás, the recoverability of the totality of the Enagás investment in GSP, consisting of receivables in relation to the aforementioned enforced guarantees to the total of 226.8 million dollars, interests of 1.8 million dollars, various invoices for professional services provided to the amount of 7.6 million dollars and the share capital contributed to GSP for the amount of 275.3 million dollars, is considered likely.
With regard to the recovery periods, assessing the time taken to resolve a dispute of this complexity in an international arbitration as well as the periods considered in the aforementioned ICSID Resolution No. 1, December 31, 2022 is maintained as the estimated date for obtaining an award favourable to Enagás' interests. The corresponding financial discounting is recorded for the three years up to that estimated recovery date as detailed in Note 3.3.
Based on this, the amounts outlined in the preceding paragraph are recorded at their updated value in the Balance Sheet dated December 31, 2019 for a total amount of 411,338 thousands of euros (402,635 thousands of euros at December 31, 2018).

On March 12, 2018, Law No. 30737 was published "guaranteeing immediate payment to the Peruvian government to repair civil damage caused by corruption and related crimes". On May 9, 2018, Supreme Decree 096-2018-EF was published, enacting the regulations of the aforementioned law.
In accordance with Article 9 of Law No. 30737, legal persons and legal entities in the form of partnerships, consortiums and joint ventures who may have benefited from the awarding of contracts, or subsequent to it, jointly with persons who have been convicted or who may have acknowledged having committed crimes against the public administration, asset laundering or related crimes, or their equivalents against the State of Peru, in Peru or abroad are classified as Category 2, and therefore fall within its scope of application.
In June 2019, the Peruvian Judiciary approved the Effective Partnership Agreement reached between the Odebrecht Group and the Peruvian Public Prosecutor's Office, and the GSP project was not included as one of the projects affected by corruption-related events. Subsequently, on October 14, 2019, Enagás Internacional received notification from the Peruvian Public Prosecutor's Office informing it of the existence of an extension of this effective partnership agreement with Odebrecht, in which it would be acknowledging that it had made illegal payments - according to the Public Prosecutor's Office - with respect to the GSP project, although there are still no facts known or consistent or proven links between GSP and corruption.
Notwithstanding the above comments on the extension of the initial Effective Collaboration Agreement signed by Odebrecht and the Public Prosecutor of Peru, there have been no new developments to date regarding the actions of the Peruvian Public Prosecutor's Office on the investigation of Odebrecht's activities in Peru and other investigations carried out by various bodies of the Peruvian Prosecutor's Office for alleged crimes that could somehow be related to the awarding of the project "Improvements to the country's energy security and development of the Southern Peru Gas Pipeline", and the situation described in Note 1.4.c of the Annual Accounts of Enagás, S.A. for fiscal year 2018, has been maintained. In this regard, two investigations are known to be in progress:
• The first one signed with Folder 321-2014, related to aggravated collusion between a former Odebrecht employee and a public official, whose control and clean-up phase has been resumed on June 28, 2019, after the Supreme Court rejected the request of the Ad Hoc Attorney's Office of Peru to include one of Odebrecht's subsidiaries as a civil third party. At this stage it is expected that a decision on the opening of the oral proceedings will be taken.
Based on the opinions of Enagás external legal advisors for the Peruvian criminal code, the possibility of sentencing Odebrecht's former employee is considered to be remote. In this same case, the preparatory investigative court has declared the incorporation of GSP as a liable third party as wrongful.
• The second investigation opened is in the preliminary stage at the public prosecutor's office, signed with Folder 12-2017, with an Enagás employee amongst those being investigated, as well as on July 17, 2019 the communication of the inclusion of Enagás Internacional, S.L.U. as being under investigation was received.
Based on the opinion of our external legal advisors in Peruvian criminal law, it is maintained that to date there is no indication that the investigations could be detrimental to Enagás.
Even without evidence of a criminal conviction or a confession of the commission of crimes, as required under Article 9 of Law No. 30737, on June 28, 2018, the State of Peru classified Enagás Internacional on the "List of Contracts and Subjects of Category 2 indicating the legal person or legal entity included under Section II of Law No. 30737" in relation to the concession contract awarded to GSP. The application of the mentioned standard involves different measures such as setting up an escrow account, reporting information, the limitation of transfers to other countries or the preparation of a compliance programme.
The total amount of the Trust, estimated at 50% of the total average net equity, corresponding to its participation in GSP, confirmed with the Ministry of Justice, amounts to 65.5 million dollars. At present, once the trust agreement with the banks has been executed, it is submitted to the Ministry of Justice of Peru in accordance with the established terms, pending its approval.
Moreover, Law No. 30737 also imposes a ban on companies included on the list from making transfers outside of Peru, which, based on the conclusions of the external and internal legal advisers, would only be applicable to investment in GSP, notwithstanding a restriction on dividends to pay for the COGA and TGP societies, also considering that investment in the latter is protected by the Legal Stability Agreement in Peru. It should be noted that Enagás, S.A. holds an indirect stake in these companies through its holding in Enagás Internacional, S.L.U.
In light of the above, the Enagás Group believes that these regulations do not have a negative effect on the recovery of accounts receivable through the international arbitration process indicated above.
Based on all of the above, the directors of Enagás, in line with the opinion of their external and internal legal advisers, and of an independent expert and independent expert accountant, consider these facts to have no bearing on the estimation for recovery of the investment in the stake in GSP and the previously mentioned receivables to the amount of 411,338 thousands of euros (402,635 thousands of euros at December 31, 2018).

The appropriation of 2019 profit corresponding to the Company proposed by the Board of Directors and which will be submitted for approval by the General Shareholders' Meeting is as follows:
| 12.31.2019 | |
|---|---|
| Dividend | 396,222 |
| Legal reserve | 6,977 |
| TOTAL | 403,199 |
At a meeting held on December 16, 2019, the Board of Directors of Enagás, S.A. agreed to distribute an interim dividend charged against 2019 profit, based on the necessary liquidity statement, expressed in thousands of euros, amounting to 152,469 thousands of euros (0.64 euros gross per share), in accordance with Article 277 of the Spanish Corporate Enterprises Act.
Likewise, it was agreed to set up a legal reserve amounting to 6,977 thousands of euros, representing 20% of share capital, in accordance with the Corporate Enterprises Act, which stipulates that 10% of profit for the year must be transferred to the legal reserve until it represents at least 20% of share capital (Note 3.1.d).
The provisional accounting records prepared by the Company, in accordance with legal requirements and which presented balances sufficient for the distribution of the interim dividend in 2019, were as follows:
| Provisional accounting statement at November 30, 2019 | |||
|---|---|---|---|
| Net accounting result | 13,488 | ||
| 10% legal reserve | - | ||
| Interim dividend received from Group companies | 392,000 | ||
| Profit "available" for distribution | 405,488 | ||
| Forecast payment on account | (152,469) | ||
| Forecast cash balance for the period from November 30 to December 31: |
|||
| Cash balance | 28,719 | ||
| Projected collection for the period considered | 325,712 | ||
| Credit lines and loans available from financial institutions |
1,500,000 | ||
| Payments projected for the period under consideration (including the payment on account) |
(216,822) |
The aforementioned interim dividend was paid on December 23, 2019.
In addition to the proposed distribution of profit for 2019, it is proposed that a dividend of 7,757 thousands of euros be paid out of voluntary reserves, bringing the total gross dividend proposed to 0.96 euros per share.
The dividend is subject to approval by the ordinary General Shareholders' Meeting and is not included as a liability in these Annual Accounts. Thus, this gross complementary dividend will total up to a maximum amount of 251,510 thousands of euros.
In addition to the aforementioned interim dividend for 2019, during 2019 Enagás, S.A. distributed the gross complementary dividend for 2018.
This dividend amounted to 218,697 thousands of euros (0.918 euros per share) and was paid on July 3, 2019.

At December 31, 2019 and 2018, the detail of the Company's commitments and guarantees is as follows:
| Commitments and guarantees |
Group employees, companies or entities (Note 4.3) |
Other related parties (Note 4.3) |
Third parties |
Total |
|---|---|---|---|---|
| 2019 | ||||
| Guarantees for related parties debts |
4,857,681 | - | - | 4,857,681 |
| Guarantees and sureties granted - Other |
143,411 | 23,333 | 39,370 | 206,114 |
| Total | 5,001,092 | 23,333 | 39,370 | 5,063,795 |
| 2018 | ||||
| Guarantees for related parties debts |
4,778,148 | - | - | 4,778,148 |
| Guarantees and sureties granted - Other |
90,602 | 22,895 | 29,685 | 143,182 |
| Total | 4,868,750 | 22,895 | 29,685 | 4,921,330 |
| Thousands of euros | |||
|---|---|---|---|
| 2019 | 2018 | ||
| E. Financiaciones debt guarantee |
3,822,273 | 3,964,682 | |
| Enagás Transporte debt guarantee |
- | 147,514 | |
| Enagás Internacional debt guarantee |
- | 70,536 | |
| Enagás Internacional debt guarantee on the line of credit with Banco Santander |
102,453 | 142,827 | |
| TAP debt guarantee | 522,952 | 452,589 | |
| Enagás USA debt guarantee | 409,811 | - | |
| Enagás Services debt guarantee | 192 | - | |
| Total | 4,857,681 | 4,778,148 |
The guarantees outlined above mainly correspond to:
At December 31, 2019, the amount guaranteed by Enagás in favour of TAP's creditor financial institutions amounted to 522,952 thousands of euros (452,589 thousands of euros at December 31, 2018). The increase was due to the higher degree of disposal of the TAP loan as well as the purchase of interest rate hedges.
The corporate guarantee was granted by Enagás S.A. jointly with TAP's other partners, so Enagás will only be liable, hypothetically, for the amount corresponding to its holding the share capital of TAP.
This guarantee will be released subject to the fulfilment of certain conditions agreed with TAP's creditors, mainly related to the start-up of the project.

Following commissioning and until the maturity of the loan, there will also be a shareholders' support mechanism, which in the case of the Enagás Group is Enagás Internacional S.L.U, for the repayment of the TAP loan through capital contributions or direct payments to the creditors (Debt Payment Undertaking), to be activated under certain extraordinary circumstances.
Both the guarantee during the construction period and this support mechanism during the operating period are contractually limited by a cap in force throughout the life of the financing arrangement, so that the amounts claimed from Enagás may never exceed a total amount of 903,322 thousands of euros, regardless of the market value of the derivative or any other contingency.
In this regard, on November 21, 2018, the entire shareholding that Enagás Internacional, S.L.U. held in the Swedegas Group was sold. In April 2019, with the cash obtained from this sale, Enagás Internacional proceeded to cancel the aforementioned loan.
Furthermore, Enagás, S.A. guarantees the amount drawn down by Enagás Financiaciones, S.A.U. in the Euro Commercial Paper Programme (ECP) (Note 3.2.b). At December 31, 2019, Enagás Financiaciones, S.A.U. had not drawn down any amounts.
Finally, on May 17, 2019, Enagás Financiaciones, S.A.U. renewed the Euro Medium Term Note (EMTN) programme for a maximum amount of 4,000 million euros, registered in the Luxembourg Stock Exchange in 2012, with Enagás, S.A. as guarantor.
This heading includes the following guarantees and sureties granted to group companies at December 31, 2019:
NPS and USS and other minority shareholders (the "Sponsors"), have signed with Tallgrass Energy LP ("Tallgrass"), among other documents, a merger agreement (Agreement and Plan of Merger). Under said agreement, the "Sponsors" will acquire the class A shares of Tallgrass that they do not already own. By signing this contract, Enagás, S.A., through its subsidiaries, has investment commitments in Tallgrass Energy, L.P. amounting to 745,050 thousands of euros.
Therefore, the Company, through its subsidiaries, has provided a guarantee amounting to 28,277 thousands of euros in relation to the execution of the investment commitment in Tallgrass. This amount corresponds to Enagás' share of the total guarantee of 105 million dollars required from members.
Guarantees and sureties granted with other related parties and third parties at December 31, 2019 include:

• "Trade debtors and other current accounts receivable" mainly includes accounts receivable from the different Group companies to which the Company provides holding services. (Note 2.2).
• The net carrying amount of the tangible fixed assets at December 31, 2019, is as follows: (Note 2.4):

• lnterest income from financial assets is recognised using the effective interest method and dividend income is recognised when the shareholder's right to receive payment is established. lnterest and dividends from financial assets accrued after the date of acquisition are in any case recognised as income in the income statement.

The breakdown of revenue by activity is the following:

The amount of dividends received in financial year 2019 amounting to 472,000 thousands of euros corresponds to the following distribution of dividends in the year 2019:
The breakdown of revenue in 2019 and 2018 by geographical markets is provided below:
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Spain | 550,059 | 500,242 |
| Latin America | 728 | 1,776 |
| Total | 550,787 | 502,018 |
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Wages and salaries | 34,445 | 33,241 |
| Termination benefits | 1,074 | 1,794 |
| Social Security | 5,307 | 4,812 |
| Other personnel expenses | 5,729 | 4,872 |
| Contributions to external pension funds (defined contribution plan) |
832 | 808 |
| Total | 47,387 | 45,527 |
It should be noted that in 2019 a staff restructuring plan was implemented culminating in the voluntary redundancy of 4 professionals that will leave during the first quarter of 2020, although, at the end of 2018 they already fulfilled the necessary requirements for their provision (in 2018, 7 professionals agreed to voluntary redundancy).
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Social contributions: | ||
| -Social Security | 5,307 | 4,812 |
| -Contributions to pension schemes | 2,354 | 2,131 |
| -Other social contributions | 4,207 | 3,549 |
| Total | 11,868 | 10,492 |
Company contributions to the pension plan amounted to 832 thousands of euros in financial year 2019 (808 thousands of euros in financial year 2018) and are recorded under the heading "Social contributions", included under the heading "Personnel Expenses" of the attached Income Statement. Furthermore, it includes the Directors' Savings Plan in the amount of 1,522 thousands of euros (1,323 thousands of euros in 2018).
The Company makes contributions, in accordance with the approved pension plan adapted to the provisions of the Spanish Pension Plans and Funds Act, to a defined contribution plan called "Enagás Fondo de Pensiones", whose fund manager is Gestión de Previsión y Pensiones, S.A. and its custodian Banco Bilbao Vizcaya Argentaria, S.A., and which covers the Company's obligations with respect to serving employees. The aforementioned plan recognises certain vested rights for past service and undertakes to make monthly contributions averaging 4.02% of eligible salary (3.99% in 2018). It is a mixed plan covering retirement benefits, disability and death. The total number of people adhered to the plan at December 31, 2019 totalled 317 participants (328 participants at December 31, 2018).
The contributions made by the Company each year in this connection are recognised under "Personnel Expenses" in the Income Statement. At year-end 2019 and 2018, there were no contributions payable in this connection.
In addition, the Company has outsourced its pension commitments with its executives by means of a mixed group insurance policy for pension commitments, including benefits in the event of survival, death and employment disability.
The average number of employees at Enagás S.A. by professional category is as follows:

At December 31, 2019, the Company's workforce consisted of 351 employees (364 employees in 2018).
The distribution of the professional categories by gender is as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Categories | Men | Women | Men | Women |
| Management | 49 | 26 | 56 | 23 |
| Technicians | 107 | 129 | 113 | 124 |
| Administrative staff | 5 | 35 | 6 | 41 |
| Operational staff | - | - | 1 | - |
| Total | 161 | 190 | 176 | 188 |
"Management" includes Senior Management of Enagás S.A., comprising nine persons (seven men and two women). (Note 4.4). During 2019 and 2018, the average number of staff with disabilities greater than or equal to 33% employed by the Company, broken down by categories, is as follows:
• Financial assets are recognised in the Balance Sheet at the transaction date when the Company becomes party to the contractual terms of the instrument.
| 2019 | 2018 | |
|---|---|---|
| Management | - | - |
| Technicians | 2 | 2 |
| Administrative staff | 2 | 1 |
| Operational staff | - | 1 |
| Total | 4 | 4 |
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| External services | 39,021 | 44,681 |
| Taxes | 833 | 1,356 |
| Total | 39,854 | 46,037 |
The most significant expenses under the heading "External services" correspond to repair and maintenance services required for the rendering of services amounting to 13,308 thousands of euros at December 31, 2019 (12,094 thousands of euros at December 31, 2018) as well as for the services of independent professionals amounting to 7,329 thousands of euros at December 31, 2019 (10,506 thousands of euros at December 31, 2018) and other services amounting to 9,656 thousands of euros at December 31 (12,156 thousands of euros at December 31, 2018).
substantially all the risks and rewards inherent in ownership of the financial asset; this is the case in firm asset sales, trade receivable factoring transactions in which the Group retains neither credit risk nor interest rate risk, sales of financial assets with an agreement to repurchase them at their fair value, and securitizations in which the granting company neither retains subordinated financing, grants any form of guarantee nor assumes any other type of risk.
• However, the Company does not derecognise those financial assets and instead recognises a financial liability equal to the consideration received, in the transfer of financial assets in which it retains substantially all the risks and rewards incidental to ownership, such as discounted bills, recourse factoring, disposals of financial assets under repurchase agreements at fixed prices or at the sales price plus interest, and securitisations of financial assets in which the Group retains subordinate liability or grants other types of guarantees which would substantially absorb all possible losses.

by discounting estimated future cash flows using the effective interest rate at the outset of the transaction.
• If, in subsequent periods, the value of the financial asset measured at amortised cost recovers, then the impairment loss is reversed. The reversal shall not result in a carrying amount of the financial asset that exceeds the carrying amount had the impairment not been recognised. The reversal is recognised in the Income Statement of the year.
The balance recorded under "Clients, Group companies and associates" at December 31, 2019 and 2018 has the following breakdown (Note 4.3):
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Enagás Internacional, S.L.U. | 595 | 194 |
| Gasoducto Morelos S.A.P.I. de CV | 255 | 269 |
| Enagás GTS, S.A.U. | 1,205 | 1,306 |
| Enagás Transporte, S.A.U. | 8,311 | 7,038 |
| Enagás Services Solutions, S.L.U. | 752 | 2,408 |
| Enagás Emprende, S.L.U. | 294 | 1,398 |
| Enagás Holding USA, S.L. | 1,470 | - |
| Other | 830 | 877 |
| Total | 13,712 | 13,490 |
These balances relate primarily to the provision of corporate services by Enagás S.A. with due dates after December 31, 2019, so they have not been charged at the date of authorising these Annual Accounts.

| Trade and other payables | 12.31.2019 | 12.31.2018 |
|---|---|---|
| Suppliers | 9,931 | 11,159 |
| Suppliers, group companies and associates |
336 | 2,185 |
| Personnel | 6,814 | 10,078 |
| Other debts with the Public Administrations (Note 4.2) |
29,991 | 27,285 |
| Total | 47,072 | 50,707 |
The balance of the "Suppliers" heading is mainly the purchases of materials and services provided to Enagás, S.A. whose counterpart is recorded in "external services" and "fixed assets" captions of the income statement and the balance sheet, respectively.
The "Personnel" heading includes the accrual of the variable remuneration corresponding to the current year, which is paid during the first quarter of 2020.
Also at December 31, 2018, this heading included the outstanding payment for the cash portion of the Long-Term Incentive Plan as well as the three-year bonus plan for contribution to results aimed at the remaining staff of the Company. These items amounted to a total of 4,144 thousands of euros. These amounts were settled in April 2019. Also, the amounts for the same items during 2019 are recorded under the heading "Long-term provisions for personnel" (Note 2.8).
The disclosures required in the second additional provision of Law 31/2014, of December 3, prepared in accordance with the ICAC Resolution of January 29, 2016, are as follows:
| 2019 | 2018 | |
|---|---|---|
| 45 | 41 | |
| 45 | 42 | |
| 48 | 28 | |
| 2019 | 2018 | |
| 57,265 | 52,041 | |
| 1,618 | 4,958 | |
Amortisation entered on a linear basis once the assets are ready for use, in accordance with the following useful lives:
| Annual rate | Useful life (years) |
|
|---|---|---|
| Buildings | 3%-2% | 33.33-50 |
| Other technical facilities and machinery | 12%-5% | 8.33-20 |
| Equipment and tools | 30% | 3.33 |
| Furniture and fixtures | 10% | 10 |
| Information technology equipment | 25% | 4 |
| Transport equipment | 16% | 6.25 |

| 2019 | Opening balance |
Inputs or provisions |
Increases or decreases due to transfers |
Decreases, disposals or reductions |
Balance at year-end |
|---|---|---|---|---|---|
| Land and buildings | 34,613 | 13 | 1 | - | 34,627 |
| Technical facilities and machinery | 4,744 | 2 | - | - | 4,746 |
| Other facilities, tools, and furniture | 37,742 | 922 | 142 | (6,694) | 32,112 |
| Prepayments and work in progress | 205 | 165 | (143) | (69) | 158 |
| Total cost | 77,304 | 1,102 | - | (6,763) | 71,643 |
| Land and buildings | (17,376) | (1,090) | - | - | (18,466) |
| Technical facilities and machinery | (4,468) | (169) | - | (4,637) | |
| Other facilities, tools, and furniture | (33,183) | (1,419) | - | 6,667 | (27,935) |
| Prepayments and work in progress | - | - | - | - | - |
| Total amortisation | (55,027) | (2,678) | - | 6,667 | (51,038) |
| Land and buildings | 17,237 | (1,077) | 1 | - | 16,161 |
| Technical facilities and machinery | 276 | (167) | - | - | 109 |
| Other facilities, tools, and furniture | 4,559 | (497) | 142 | (27) | 4,177 |
| Prepayments and work in progress | 205 | 165 | (143) | (69) | 158 |
| Net Carrying Amount of Property, plant, and equipment | 22,277 | (1,576) | - | (96) | 20,605 |
| 2018 | Opening balance |
Inputs or provisions |
Increases or decreases due to transfers |
Decreases, disposals or reductions |
Balance at year-end |
|---|---|---|---|---|---|
| Land and buildings | 31,973 | 661 | 1,979 | - | 34,613 |
| Technical facilities and machinery | 4,733 | 11 | - | - | 4,744 |
| Other facilities, tools, and furniture | 36,592 | 1,136 | 14 | - | 37,742 |
| Prepayments and work in progress | 2,026 | 172 | (1,993) | - | 205 |
| Total cost | 75,324 | 1,980 | - | - | 77,304 |
| Land and buildings | (16,324) | (1,052) | - | - | (17,376) |
| Technical facilities and machinery | (4,032) | (436) | - | - | (4,468) |
| Other facilities, tools, and furniture | (31,838) | (1,345) | - | - | (33,183) |
| Prepayments and work in progress | - | - | - | - | - |
| Total amortisation | (52,194) | (2,833) | - | - | (55,027) |
| Land and buildings | 15,649 | (391) | 1,979 | - | 17,237 |
| Technical facilities and machinery | 701 | (425) | - | - | 276 |
| Other facilities, tools, and furniture | 4,754 | (209) | 14 | - | 4,559 |
| Prepayments and work in progress | 2,026 | 172 | (1,993) | - | 205 |
| Net Carrying Amount of Property, plant, and equipment | 23,130 | (853) | - | - | 22,277 |
The entries recorded under the "Other facilities, tools and furniture" caption at December 31, 2019 relate to the acquisition of computer equipment necessary for certain corporate projects, in a total amount of 918 thousands of euros, while the entries and transfers recorded under "Land and buildings" relate to increases in different remodellings of the offices at Headquarters.
Likewise, the impact of "Work by the company for fixed assets" involved an increase in the investment of 201 thousands of euros in financial year 2019 (291 thousands of euros in financial year 2018).
There are no mortgages or encumbrances of any type on assets recorded as property, plant, and equipment.
It is the Company policy to insure its assets to ensure that there is no significant loss of equity, based on best market practices, given the nature and characteristics of Property, Plant and Equipment.
In addition, the Company has contracted the corresponding insurance policies to cover third party civil liabilities.


Fully depreciated PP&E items recognised by Enagás and still in use at 2019 and 2018 year-end are broken down as follows:

• As a general rule, intangible assets are initially measured at acquisition or production cost. They are subsequently measured at cost less accumulated amortisation and impairment losses, if any.
| Annual rate | Useful life | |
|---|---|---|
| Development costs | 5%-50% | 20-2 |
| Other intangible assets | 20% | 5 |
| IT applications | 25% | 4 |

| 2019 | Opening balance |
Inputs or provisions |
Increases or decreases due to transfers |
Decreases, disposals or reductions |
Balance at year-end |
|---|---|---|---|---|---|
| Research and development | 10,886 | 295 | - | - | 11,181 |
| IT applications | 113,515 | 4,612 | - | (8) | 118,119 |
| Other intangible assets | 6,724 | - | - | - | 6,724 |
| Total cost | 131,125 | 4,907 | - | (8) | 136,024 |
| Research and development | (10,733) | (355) | - | - | (11,088) |
| IT applications | (101,661) | (4,614) | - | - | (106,275) |
| Other intangible assets | (6,724) | - | - | - | (6,724) |
| Total amortisation | (119,118) | (4,969) | - | - | (124,087) |
| Research and development | 153 | (60) | - | - | 93 |
| IT applications | 11,854 | (2) | - | (8) | 11,844 |
| Other intangible assets | - | - | - | - | - |
| Net Carrying Amount Intangible Assets | 12,007 | (62) | - | (8) | 11,937 |
| 2018 | Opening balance |
Inputs or provisions |
Increases or decreases due to transfers |
Decreases, disposals or reductions |
Balance at year-end |
|---|---|---|---|---|---|
| Research and development | 10,783 | 103 | - | - | 10,886 |
| IT applications | 108,115 | 5,400 | - | - | 113,515 |
| Other intangible assets | 6,724 | - | - | - | 6,724 |
| Total cost | 125,622 | 5,503 | - | - | 131,125 |
| Research and development | (10,664) | (69) | - | - | (10,733) |
| IT applications | (96,675) | (4,986) | - | - | (101,661) |
| Other intangible assets | (6,713) | (11) | - | - | (6,724) |
| Total amortisation | (114,052) | (5,066) | - | - | (119,118) |
| Research and development | 119 | 34 | - | - | 153 |
| IT applications | 11,440 | 414 | - | - | 11,854 |
| Other intangible assets | 11 | (11) | - | - | - |
| Net Carrying Amount Intangible Assets | 11,570 | 437 | - | - | 12,007 |
The additions to "IT applications" in 2019 refer mainly to the following projects:
At December 31, 2019 and 2018, the Company had recorded fully amortised intangible assets that remained in use, based on the following detail:

2019 2018

• At each year-end, or when there are indications of impairment, the Group analyses the recoverable amounts to determine the possibility of impairment. This recoverable amount is the greater of the market value minus the cost necessary for its sale and the value in use, understood as the current value of the estimated future cash flows. For the calculation of the recovery value of property, plant, and equipment the value in use is the criterion,
the value in use is the criterion used by the Company in most cases.
• In the event that the recoverable amount is lower than the net carrying amount of the asset, the corresponding impairment provision is recorded by the difference, charged to "Impairment and gains /(losses) on disposal of assets" in the attached income statement.
These forecasts cover flows for future years, applying reasonable growth rates that, in any case, from the last year are increasing.
• To calculate the current value, these flows are discounted at a rate, before taxes, which includes the cost of business capital. For its calculation, the current value of money is taken into consideration together with the risk premiums generally used by analysts of the business in question.
During the twelve months of financial year 2019, there were no movements with respect to the provisions for impairment losses of assets held by the Company in addition to those mentioned in each note of these Annual Accounts.
• Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases.
• At December 31, 2019 and 2018 the Company had no finance leases.
At year-end 2019 and 2018, the Company was committed to the following minimum lease payments, pursuant to ongoing contracts, with no consideration taken of the effects of shared service charges, future CPI increases or future adjustments of contractually agreed rents:
| Operating leases | Face value | ||
|---|---|---|---|
| Minimum fees to pay | 2019 | 2018 | |
| Less than a year | 3,557 | 3,534 | |
| Between one and five years | 10,195 | 11,099 | |
| More than five years | 1,307 | 3,229 | |
| Total | 15,059 | 17,862 |

The amount of operating lease payments recognised as an expense in 2019 was 3,446 thousands of euros (3,718 thousands of euros in 2018).
In its position as lessee, the most significant operating leases held by the Company at the end of 2019 and 2018 are the leases on
the office buildings held by the Company in Madrid, which expire in 2025 in the case of the Company's head office, for an annual amount of 1,960 thousands of euros, and the rest in 2022 for a total annual amount of 945 thousands of euros. In relation to contingent rents, these contracts are referenced to annual increases based on CPI.
from the restatement of these provisions are recognised as finance costs as they are accrued.
The movements under the heading "Non-current provisions" during 2019 and 2018, are as follows:
| Non-current provisions | Opening balance | Provisions | Reversals | Short-term reclassifications |
Balance at year-end |
|---|---|---|---|---|---|
| 2019 | |||||
| Personnel remuneration | - | 1,135 | - | 1,135 | |
| Other responsibilities | 466 | - | - | - | 466 |
| Total non-current provisions | 466 | 1,135 | - | - | 1,601 |
| 2018 | |||||
| Personnel remuneration | 2,992 | 623 | - | (3,615) | - |
| Other responsibilities | 1,000 | - | (534) | - | 466 |
| Total non-current provisions | 3,992 | 623 | (534) | (3,615) | 466 |

The heading "Personnel remuneration" includes the cash portion of the Long-Term Incentive Plan to be settled(Note 4.4), as well as the three-year bonus plan for contribution to results aimed at the remaining personnel of the Company, which will be paid in 2022. In 2018, the amount recognised under this heading was reclassified in the short-term to "Personnel" (Note 2.3).
In January 2018, a provision was applied in the "Other liabilities" caption amounting to 534 thousands of euros corresponding to obligations derived mainly from claims and litigation.
The Directors of the Company consider that the provisions recognised in the accompanying Balance Sheet for litigation and arbitration risk as well as other risks described in this note are adequate and, in this respect, they do not expect any additional liabilities to arise other than those already recorded. Given the nature of the risks covered by these provisions, it is not possible to determine a reasonably reliable schedule of payment dates, if any.
At December 31, 2019, there are no significant contingencies that need to be disclosed in the Company's Annual Accounts.

• On November 28, 2019, the credit rating agency Standard & Poor's reaffirmed Enagás' credit rating (BBB+) and improved the outlook from "negative" to "stable". On January 9, 2020, the credit rating agency Fitch Ratings placed Enagás' credit rating at BBB+ with a "stable" outlook.
At December 31, 2019, net equity has increased by 522.9 million euros compared to the previous year-end, to a total of 2,656 million euros.
With respect to the Company's share capital, the following should be mentioned:
• No individual or legal entity can invest directly or indirectly in a proportion in excess of 5% of the share capital of Enagás, S.A., nor exercise political rights in this company above 3% (1% for those subjects who, directly or indirectly, perform activities in the gas sector). These restrictions are not applicable to direct or indirect holdings corresponding to the public business sector (Note 3.1).
The average annual interest rate during 2019 for the Company's gross financial debt (considering both debt with credit institutions and Group companies) amounted to 2.2% (2.2% in 2018).
The main operations for the year were:
• The Company has available funds in the amount of 2,197.8 million euros (1,962.5 million euros in 2018) (Note 3.6).

On December 19, 2019 and in exercise of the delegation granted by the Ordinary General Meeting of Shareholders held on March 31, 2017, a capital increase was carried out by means of an accelerated private placement of shares, excluding the preemptive subscription right of the Company's shareholders. This capital increase with a charge to monetary contributions was carried out for a nominal amount of 34,883,721 euros by issuing and putting into circulation 23,255,814 ordinary shares of Enagás, S.A., each with a face value of 1.50 euros, of the same class and series as the existing shares in circulation at that date.
Consequently, the share capital of Enagás S.A. at December 31, 2019 amounted to 392,985 thousands of euros, represented by 261,990,074 shares with an individual face value of 1.5 euros, all of which were fully subscribed and paid up.
All shares of the parent company Enagás, S.A. are listed on the four official Spanish Stock Exchanges and are traded on the continuous market.
It is worth noting that, subsequent to publication of Additional Provision 31 of Hydrocarbon Sector Law 34/1998, in force since enactment of Law 12/2011, of May 27,"no natural or legal person can participate directly or indirectly in the shareholder structure of Enagás, S.A with a stake exceeding 5% of share capital, nor exercise political rights in said parent company exceeding 3%. These shares cannot be syndicated under any circumstances." Furthermore, "any party operating within the gas sector, including natural persons or legal entities that directly or indirectly own equity holdings in the former of more than 5%, may not exercise voting rights over 1%." These restrictions shall not apply to direct or indirect interests held by public-sector enterprises.
At December 31, 2019 and 2018, the most significant stake held in the share capital of Enagás, S.A. was broken down as follows (data obtained from the National Securities Market Commission-CNMV) (1) at December 31, 2019):
| Investment in share capital (%) | |||
|---|---|---|---|
| Company | 12.31.2019 | 12.31.2018 | |
| Sociedad Estatal de Participaciones Industriales |
5.000 | 5.000 | |
| Partler 2006 S.L. | 5.000 | - | |
| Bank of America Corporation | 3.614 | 3.614 | |
| BlackRock Inc. | 3.383 | 3.383 | |
| State Street Corporation | 3.008 | 3.008 | |
| Retail Oeics Aggregate (2) | - | 1.010 |
(1) The information obtained from the CNMV was based on the last notification that each entity thus obliged must send to said body, in connection with the stipulations of Royal Decree 1362/2007, of October 19 and Circular 2/2007, of December 19.
(2) At December 31, 2019 Retail Oeics Aggregate does not hold significant interest in the share capital of Enagás, S.A.
The total effective amount of the capital increase described above amounted to 500,000 thousands of euros, comprising the face value of the shares and a share premium of 465,116 thousands of euros.
The Consolidated Text of the Corporate Enterprises Act expressly permits the use of the share premium account balance to increase capital and does not establish any specific restrictions as to its use.
In April 2019, the treasury shares of the Long-Term Incentive Plan (ILP) and the 2016-2018 Remuneration Policy were settled. This settlement involved the disposal of treasury shares amounting to 5,631 thousands of euros.
Also, on June 26, 2019, Enagás, S.A. finalised the process for acquiring treasury shares, which amounted to 501,946 shares, representing 0.19% of the Company's total shares, for a total of 9,876 thousands of euros (including associated expenses of 10 thousands of euros). This acquisition took place within the framework of the "Temporary Treasury Shares Buy-Back Scheme", whose exclusive aim was to meet the obligations of delivering shares to the Executive Directors and members of the Enagás Group management team under the current remuneration scheme according to the terms and conditions of the 2019–2021 Long-Term Incentive Plan (ILP) and Remuneration Policy approved at the General Shareholders' Meeting on March 29, 2019. The shares were purchased in compliance with the conditions set out in Article 5 of Regulation EC/2273/2003 and subject to the terms authorised at the General Shareholders' Meeting held on March 29, 2019. Management of the Temporary Treasury Share Buy-Back Scheme was entrusted to Banco Bilbao Vizcaya Argentaria (BBVA), which carried out the transaction on behalf of Enagás, S.A. independently and without exercising influence on the process (Note 4.4).
The movement in treasury shares in 2019 was as follows:
| Company | No. of shares purchased |
No. of ILP shares implemen ted 2016- 2018 |
Total No. of shares |
|---|---|---|---|
| January 1, 2019 | 307,643 | ||
| Treasury shares for remuneration systems |
405,084 | (210,781) | 194,303 |
| December 31, 2019 | 501,946 |
The Corporate Enterprises Act stipulates that 10% of profit for the year must be transferred to the legal reserve until it represents at least 20% of share capital. At 2018 year-end, the legal reserve was fully allocated and totalled 71,620 thousands of euros. As a result of the capital increase described in this Note, the legal reserve will continue to be provided until it is fully constituted (Note 1.5).

The legal reserve can be used to increase capital by the amount exceeding 10% of the new capital after the increase. Except for this purpose, until the legal reserve exceeds the limit of 20% of capital, it can only be used to compensate losses provided there are no other reserves available.
Also, the expenses arising from the share capital increase carried out by the Company amounting to 1,331 thousands of euros were recognised as a reduction in reserves.
At December 31, 2019, the Company had not registered any cash flow derivatives in its Balance Sheet due to the transfer of the related debt to Enagás Financiaciones, S.A.U. in 2018 (Note 3.2.) and consequently in 2019, there were no movements in relation to these transactions.
| Class | ||||||
|---|---|---|---|---|---|---|
| Categories | Debts to credit entities and financial leases |
Derivatives and others | Total | |||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |
| Long-term debts | ||||||
| Payables | 204,905 | 199,965 | 107 | 127 | 205,012 | 200,092 |
| Formalisation costs | (3,769) | (4,144) | - | - | (3,769) | (4,144) |
| Total long-term debts | 201,136 | 195,819 | 107 | 127 | 201,243 | 195,946 |
| Short-term debts | ||||||
| Payables | 2,686 | 112 | 4,140 | 4,785 | 6,826 | 4,897 |
| Formalisation costs and interest pending payment | 2,723 | - | - | 2,723 | - | |
| Total short-term debts | 5,409 | 112 | 4,140 | 4,785 | 9,549 | 4,897 |
The detail by maturity of the debits and items to be paid under non-current "Debts to credit entities and financial leases" is as follows:
| 2019 | 2021 | 2022 | 2023 | 2024 and later years | Total | |
|---|---|---|---|---|---|---|
| Debts with credit institutions | - | - | - | 204,905 | 204,905 | |
| Other | 20 | 20 | 20 | 47 | 107 | |
| Total | 20 | 20 | 20 | 204,952 | 205,012 |
| 2018 | 2020 | 2021 | 2022 | 2023 and later years | Total |
|---|---|---|---|---|---|
| Debts with credit institutions | 199,965 | - | - | - | 199,965 |
| Other | 20 | 20 | 20 | 67 | 127 |
| Total | 199,985 | 20 | 20 | 67 | 200,092 |

At December 31, 2019, the Company had credit lines granted up to a limit of 1,713,814 thousands of euros, partially arranged in the amount of 207,596 thousands of euros (in 2018 there were credit lines granted up to a limit of 1,705,337 thousands of euros, partially provided in the amount of 199,965 thousands of euros) (Note 3.6).
In the opinion of the Directors, this situation allows for sufficient funding to meet possible liquidity requirements in the short-term considering its current obligations.
The average rate of gross debt (considering debt with credit institutions and group companies) in 2019 was 2.2% (2.2% in 2018).
The Directors of the Company estimate that the fair value of the bank debts contracted at December 31, 2019 and December 31, 2018 does not differ significantly from their carrying amounts.
The following are among the most significant events of financial year 2019:
Also, during 2018, the Company signed two contracts for the assignment of the contractual position of the existing credit agreements between Enagás S.A. (assignor entity and former borrower entity) and El Instituto de Crédito Oficial "ICO" and the European Investment Bank "EIB" (lending entity). After signing these contracts, Enagás Financiaciones, S.A.U. acquired the obligation to pay a total amount of 1,056,515 thousands of euros to these credit institutions.
The change in 2019 in the heading "Debts with credit entities" amounting in the short-term to 5,297 thousands of euros (of which 2,686 thousands of euros relate to principal and 2,611 thousands of euros to accrued unpaid interest) was due mainly to the agreement between Enagás S.A. and Banco Santander for the line of credit in dollars, which at December 31, 2019 was drawn down in the amount of 3,020 thousands of dollars, and maturing in July 2020 (Note 3.2.a).
On May 20, 2019, Enagás Financiaciones S.A.U. registered the Euro Commercial Paper (ECP) programme on the Irish Stock Exchange in a maximum amount of 1,000,000 thousands of euros, with the company Enagás, S.A. as guarantor, as disclosed in Note 1.6.a.
In addition, Enagás Financiaciones, S.A.U. renewed the Euro Medium Term Note (EMTN) programme for a maximum amount of 4,000 million euros, registered in the Luxembourg Stock Exchange in 2012, with Enagás, S.A. as guarantor (Note 1.6.a).
| Long-term | Short-term | ||||
|---|---|---|---|---|---|
| 2019 | 2018 2019 |
2018 | |||
| Enagás Financiaciones, S.A.U. |
3,184,043 | 3,277,100 | 162,717 | 182,078 | |
| Enagás Internacional, S.L.U. |
222,564 | 217,855 | 11,035 | 12,469 | |
| Enagás Emprende, S.L.U. |
- | - | 474 | 312 | |
| Enagás Services Solutions, S.L.U. |
- | - | 156 | 380 | |
| Scale Gas Solutions, S.L. |
- | - | 222 | 89 | |
| Other | - | - | 338 | 256 | |
| Total | 3,406,607 | 3,494,955 | 174,942 | 195,584 |
The average rate for 2019 for loans with group companies was 2.0% (2.6% for 2018).
The main changes in Debts with Group Companies included the following:
In addition, at December 31, 2018, the Company signed the assignment agreements for certain existing intra-group loans of the lender Enagás Financiaciones, S.A.U. (assignor in both cases) with the borrowing companies Enagás Transporte, S.A.U. and Enagás Internacional, S.L.U. Under said agreements, Enagás, S.A. took over the position of lender from Enagás Financiaciones, S.A.U. for a total of 1,749,474 thousands of euros.

▪ As the parent company of Consolidated Tax Group 493/12 for corporate income tax, Enagás S.A. has amounts pending payment to some group companies amounting to 29,626 thousands of euros (31,817 thousands of euros in 2018), mainly related to the amounts pending payment to Enagás Financiaciones, S.A.U., Enagás Internacional, S.L.U. and Enagás Emprende, S.L.U. in the amounts of 17,420, 11,035 and 474 thousands of euros, respectively
The breakdown by maturity is as follows:
(18,314, 12,467 and 312 thousands of euros, respectively, at December 31, 2018). Once the definitive declaration of the 2018 Corporate Tax has been presented in 2019, Enagás, S.A. paid the Corporation Tax account payable to the corresponding group companies belonging to the Tax Consolidation Group, in the amount of 32,043 thousands of euros (32,879 thousands of euros in 2018 for the 2017 Corporate Tax) (Note 4.2.a).
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 and later years |
Valuation adjustments and/or other transaction costs |
Total |
|---|---|---|---|---|---|---|---|
| Loans and payables | 174,942 | 354,307 | 889,936 | 1,625,752 | 547,580 | (10,968) | 3,581,549 |
| Total | 174,942 | 354,307 | 889,936 | 1,625,752 | 547,580 | (10,968) | 3,581,549 |
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 and later years |
Valuation adjustments and/or other transaction costs |
Total |
|---|---|---|---|---|---|---|---|
| Loans and payables | 195,584 | 121,742 | 627,173 | 1,062,861 | 1,697,757 | (14,578) | 3,690,539 |
| Total | 195,584 | 121,742 | 627,173 | 1,062,861 | 1,697,757 | (14,578) | 3,690,539 |
| 2019 | 2018 | |
|---|---|---|
| Financial income | 1,020 | 5,153 |
| Financial income | 1,020 | 5,153 |
| Financial expenses and similar | (236) | (2,463) |
| Loan interest | (78,279) | (47,346) |
| Financial expenses | (78,515) | (49,809) |
| Exchange gains (losses) | 278 | (1,047) |
| Impairment and gains (losses) on disposals of financial instruments | (80) | - |
| Net financial gain (loss) | (77,297) | (45,703) |
It should be noted that expenses for interest on loans were calculated by using the effective interest rate method.
The increase in interest expenses in 2019 with respect to the previous year is due mainly to the interest accrued on the intragroup loans granted on December 31, 2018 in which Enagás Financiaciones acts as a lender to Enagás, S.A. (Note 3.2.c).
Likewise, the financial income includes the financial update of the loan for the three-year recovery of the guarantees provided by the Company for GSP and the investment itself and the account payable to Enagás Internacional, S.L.U., the net effect being an income amounting to 410 thousands of euros. The breakdown of this effect is as follows:
During financial year 2019, no new hedging transactions were contracted.
In 2019 the main impairment expense recognised relates to the impairment expense for the investment in Enagás México, S.A. de CV, amounting to 79 thousands of euros (Note 1.4). During financial year 2018, there were no financial asset impairments.
Thus, at the close of financial year 2019, the Company holds no cash flow hedges.

The Company Enagás S.A. is exposed to certain risks which it manages with a risk control and management model, established at group level, which is directed towards guaranteeing achievement of the Company's objectives in a predictable manner with a medium-low risk profile.
This model allows it to adapt to the complexity of its business activity in a globalised competitive environment, in a complex economic context, where the materialisation of a risk is more rapid and with an evident contagion effect.
The model is based on the following:
The integral analysis of all risks allows the appropriate control and management thereof, an understanding of the relationships between them and facilitates their joint assessment. The Company has established a regulatory framework through its "Risk control and management policy" and "General risk control and management regulations," which define the basic principles to be applied and identify the responsibilities of the different departments of the Company.
The risk control and management function is articulated around three lines of defence, each presenting different responsibilities:
The Governing Bodies responsible for risk control and management are the following:
• Board of Directors: responsible for approving the risk control and management policy. Other responsibilities with respect to risks are delegated in the Audit and Compliance Committee.
The main risks of a financial and tax nature to which the Company is exposed are as follows.
Credit risk relates to the possible losses arising from the nonpayment of monetary or quantifiable obligations of a counterparty to which the Company has granted net credit which is pending settlement or collection.
The credit risk associated with receivables from its business activity is historically very limited since the Company operates mainly with Group companies (Note 3.2.c).
The Company is also exposed to the risk of its counterparties not complying with obligations in connection with placement of surplus cash balances. To mitigate this risk, these operations are carried out in a diversified way over highly solvent entities.
Interest rate fluctuations affect the fair value of those assets and liabilities that accrue interest at fixed rates and the future cash flows from assets and liabilities that accrue interest at floating rates.
The objective of interest rate risk management is to create a balanced debt structure that minimises finance costs over a multiyear period while also reducing volatility in the income statement.
Based on the Enagás S.A. estimates and debt structure targets, hedges are put in place using derivatives that reduce these risks (Note 3.4). The Company has not currently contracted any hedging instruments.
Changes in exchange rates may affect credit positions denominated in foreign currency. The Company manages exchange rate risk through natural hedges, which consist of contracting financial instruments in the same currency in which the investment is made. (Note 4.1).
Liquidity risk arises as a consequence of differences in the amounts or payment and collection dates relating to the different assets and liabilities of the Company.
The liquidity policy followed by the Company is oriented towards ensuring that all short-term payment commitments acquired are fully met without having to secure funds under burdensome terms. For this purpose, different management measures are taken such as maintenance of credit facilities ensuring flexibility, sufficient amounts and sufficient maturities, diversified sourcing for financing needs via access to different markets and geographical areas, as well as the diversification of maturities in debt issued.
The Company is exposed to possible modifications in tax regulatory frameworks and uncertainty relating to different possible interpretations of prevailing tax legislation, potentially leading to negative effects on results.
The Company has a Board-approved tax strategy, which includes the action policies governing compliance with its tax obligations, attempting to avoid risks and tax inefficiencies.
Given the dynamic nature of the business and its risks, and despite having a risk control and management system that responds to the best international recommendations and practices, it is not possible to guarantee that some risk is not identified in the risk inventory of the Company.
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Percentage of financial debt tracking protected rates |
62% | 57% |
Taking into account these percentages of net financial debt at fixed rates, and after performing a sensitivity analysis using a range of +0.25/-0.10% percentage points changes in market interest rates, the Company considers that, according to its estimates, the impact on results of such variations on finance costs relating to variable rate debt could change as follows:
| Interest rate change | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| 25 bps | -10 bps | 25 bps | -10 bps | |
| Change in finance costs | 4,481 | (1,792) | 4,635 | (1,854) |
The Company carries out capital management at corporate level and its objectives are to ensure financial stability and obtain sufficient financing for investments, optimising the cost of capital in order to maximise the value created for the shareholder while maintaining its commitment to solvency.
The Company uses the level of consolidated leverage as an indicator for monitoring its financial position and managing capital, which is defined as the quotient resulting from dividing net consolidated assets (understood to be the sum of net financial debt and consolidated equity) by net consolidated financial debt.
Financial net debt and leverage of the Enagás Group at December 31, 2019 and 2018 was as follows (consolidated figures):
| 2019 | 2018 | |
|---|---|---|
| Debts with credit institutions | 1,534,100 | 1,363,035 |
| Debentures and other marketable securities | 2,961,126 | 4,089,530 |
| - Adjustment for amortised cost of Bonds(*) |
- | (10,300) |
| Loans from the General Secretariat of Industry, General Secretariat of Energy and Oman Oil |
3,379 | 3,931 |
| Finance leases (IFRS 16) | 355,349 | - |
| Gross financial debt | 4,853,954 | 5,446,196 |
| Cash and cash equivalents | (1,098,985) | (1,171,543) |
| Net financial debt | 3,754,969 | 4,274,653 |
(*) Includes the adjustment to record the yen bond of the Enagás Group at amortised cost as well as the adjustment made on the GNL Quintero bond to show its fair value at the date of the business combination (January 1, 2017). As of the date of said business combination, the GNL Quintero bond is recorded at amortised cost.
| 2019 | 2018 | |
|---|---|---|
| Net financial debt | 3,754,969 | 4,274,653 |
| Shareholders' equity | 3,170,142 | 2,658,758 |
| Financial leverage | 54.2% | 61.7% |
In this way, Enagás, S.A. has shown its financial robustness as confirmed by different rating agencies.
Also, on November 28, 2019, the credit rating agency Standard & Poor's reaffirmed Enagás' credit rating (BBB+) and improved the outlook from "negative" to "stable". On January 9, 2020, the credit rating agency Fitch Ratings placed Enagás' credit rating at "BBB+" with a stable outlook.

• Liquid financial assets, deposits and liquid financial investments that may be transformed into a determinable amount of cash within less than three months, and whose risk of changes in value is immaterial, are considered cash equivalents.
| 2019 | 2018 | ||
|---|---|---|---|
| Treasury | 691,591 | 457,160 | |
| Total | 691,591 | 457,160 |
Generally, the banked cash accrues interest at rates similar to daily market rates. The deposits maturing in the short-term are easily convertible into cash, and accrue interest at the going market rates. There are no significant restrictions on the availability of cash.
In order to guarantee liquidity, Enagás has arranged loans and credit lines which it has not drawn down. Thus, liquidity available to the Company is broken down as follows:
| 2019 | 2018 | |
|---|---|---|
| Cash and cash equivalents | 691,591 | 457,160 |
| Other funds available | 1,506,218 | 1,505,372 |
| Total | 2,197,809 | 1,962,532 |
In the opinion of the Directors of the Company, this situation allows for sufficient funding to meet possible liquidity requirements in the short-term considering its current obligations.

• The cost model is applied for measuring investment property, that is, the corresponding assets are measured at acquisition cost less the corresponding accumulated depreciation and any impairment losses. However, as one plot of land is not currently in use, it was measured at its recoverable amount, calculated as the fair value less the necessary costs for its sale.
• The market appraisal was performed by the independent expert in accordance with the Governing Rules of the Royal Institution of Chartered Surveyors (RICS), set out in the socalled "Red Book" - RICS Valuation - Professional Standards, January 2014. Said market valuations defined by RICS are internationally recognised by advisors and accountants providing services for investors and corporations that own investment properties, as well as by The European Group of Valuers (TEGoVA) and The International Valuation Standards Committee (IVSC).
| Balance at December 31, 2017 |
Impairment allowances 2018 |
Balance at December 31, 2018 |
Impairment allowances 2019 |
Balance at December 31, 2019 |
|
|---|---|---|---|---|---|
| Cost | 47,211 | - | 47,211 | - | 47,211 |
| Impairment | (27,601) | - | (27,601) | - | (27,601) |
| Carrying amount | 19,610 | - | 19,610 | - | 19,610 |

• It is Company policy to insure its assets to ensure that there is no significant loss of equity, based on best market practices, given the nature and characteristics of the investment properties. In addition, the Company has contracted the corresponding insurance policies to cover third party Civil Liabilities.
The detail of the most significant foreign currency balances valued at the year-end exchange rate is as follows:
| 2019 | 2018 | |
|---|---|---|
| Long-term credits (Note 1.4) | 411,338 | 402,635 |
| Debts with Group Companies (Note 3.2.c) | 222,564 | 217,855 |
| Debts with credit institutions (Note 3.2) | 209,774 | 199,965 |
| Other short-term financial liabilities | 3,971 | 3,887 |
The amount of exchange gains (losses) recognised in profit /(loss) for the year by financial instrument classes is as follows:
| For Transactions Settled in the Year | For Balances Pending Settlement | Total | ||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |
| Debts with group companies | - | - | (4,226) | (8,981) | (4,226) | (8,981) |
| Debts with credit institutions | 2,175 | - | (6,317) | - | (4,142) | - |
| Other exchange gains (losses) | 911 | (200) | 7,735 | 8,134 | 8,646 | 7,934 |
| Total | 3,086 | (200) | (2,808) | (847) | 278 | (1,047) |
As indicated in Note 3.5, the Company has liabilities and assets items in dollars whose variations are netted by a natural hedge, which do not cause a significant difference in the income statement.
recognition of goodwill or from other assets and liabilities in a transaction that does not affect taxable profit or accounting profit and is not a business combination.

| 2019 | 2018 | |
|---|---|---|
| Debit balances | ||
| Deferred tax assets | 9,135 | 11,615 |
| Current balances with the Public Administrations |
7,193 | 2,456 |
| Tax Authorities debtor for tax refund | 6,760 | 1,799 |
| Accounts payable by the Tax Authorities for VAT |
433 | 657 |
| Credit balances | ||
| Deferred tax liabilities | 2,701 | 2,880 |
| Current balances with the Public Administrations |
29,991 | 27,285 |
| Accounts payable to the Tax Authorities for withholdings |
29,681 | 27,010 |
| Accounts payable to the Tax Authorities for Corporate Income Tax |
- | - |
| Accounts payable to the Tax Authorities for VAT |
- | - |
| Social Security agencies creditors | 310 | 275 |
During 2019, Enagás, S.A. paid 92,807 thousands of euros in Corporate Tax 2019 (99,819 thousands of euros in 2018), corresponding to the Tax Group of which Enagás, S.A acts as the Parent Company.
At December 31, 2019, the balance under the heading Current income tax assets relating in full to the account to be collected corresponding to Tax Group for the 2019 Corporate tax in the amount of 6,760 thousands of euros (at December 31, 2018, the balance under the heading Current income tax assets corresponded mainly to the account to be collected corresponding to Tax Group for the 2018 Corporate tax in the amount of 1,394 thousands of euros).
Additionally, Enagás, S.A. acts as the Parent Company of the Tax Group as indicated in Note 4.2.b. For these purposes, the Company has debit and credit balances for Corporation Tax with the different subsidiaries of the Tax Group. Accordingly, as indicated in Note 3.2.c during 2019 the Company settled the respective balances with the rest of the Tax Group companies for Corporate Tax 2018.
• The deferred tax assets were recognised in the balance sheet as the Directors believe, based on the best estimate of future profits and reversals of deductible temporary differences, that it is probable that these assets will be recovered.
Specifically, it has collected the amount of 144,204 thousands of euros, an amount that was mainly part of the balance recorded at year-end 2018 under group companies and multi-group short-term loans (Note 1.4) and paid the amount of 32,043 thousands of euros, an amount that was mainly part of the balances recorded at year-end 2018 under short-term debt to group companies and multi-group (Note 3.2.c).
Enagás S.A. has been the parent company of the Tax Consolidation Group 493/12 for Corporate Income tax from January 1, 2013, comprised of the following subsidiaries at December 31, 2019:
This involves the joint calculation of the Group's tax result, as well as the deductions and bonuses from the payment. Furthermore, the corporate income tax is calculated on the basis of the Group's accounting profit/loss determined by application of generally accepted accounting principles, which does not necessarily coincide with the Group's taxable profit/tax loss.

| Income statement | ||||||
|---|---|---|---|---|---|---|
| 2019 | ||||||
| Increases | Decreases | Total | Increases | Decreases | Total | |
| Accounting profit before tax | 379,720 | 379,720 | 358,927 | - | 358,927 | |
| Permanent differences: | 1,540 | (473,507) | (471,967) | 1,608 | (408,663) | (407,055) |
| Donations | 546 | (176) | 370 | 582 | - | 582 |
| Dividend exemption | - | (472,000) | (472,000) | - | (408,600) | (408,600) |
| Other | 994 | (1,331) | (337) | 1,026 | (63) | 963 |
| Temporary differences: | 6,085 | (11,043) | (4,958) | 6,603 | (3,998) | 2,605 |
| With origin in the financial year: | ||||||
| Provision for personnel remuneration | 5,302 | - | 5,302 | 4,020 | - | 4,020 |
| Provision of fixed assets | 7 | - | 7 | 11 | - | 11 |
| Other | - | (29) | (29) | 173 | (15) | 158 |
| With origin in previous financial years: | ||||||
| Amortisation deduction limit R.D.L. 16/2012 | - | (981) | (981) | - | (981) | (981) |
| Accelerated amortisation Law 4/2008, 13/2010 | 170 | - | 170 | 434 | - | 434 |
| Provision for personnel remuneration | - | (9,378) | (9,378) | - | (779) | (779) |
| Other | 606 | (655) | (49) | 1,965 | (2,223) | (258) |
| Taxable income | 387,345 | (484,550) | (97,205) | 367,138 | (412,661) | (45,523) |
At December 31, 2019, no taxes were recognised in equity (Note 3.4).
| 2019 | 2018 | |
|---|---|---|
| Accounting profit before tax | 379,720 | 358,927 |
| Rate at 25% | 94,930 | 89,732 |
| Impact of permanent differences | (117,992) | (101,764) |
| Deductions: | (319) | (256) |
| For amortisation deduction limit | (49) | (49) |
| For double taxation | - | (35) |
| For investment in R&D&i expenses | (79) | - |
| For donations | (191) | (172) |
| Adjustments to income tax rate | (98) | (7) |
| Total expense for tax recognised in the income statement | (23,479) | (12,295) |

In conformity with current legislation, tax returns cannot be considered final until they have been inspected by the tax authorities or until the four-year inspection period has elapsed.
In March 2017, a tax inspection was initiated by the Spanish Tax Authorities for general verification of Enagás S.A. The years and taxes subject to this process correspond to the corporate income tax for the years 2012 to 2015, VAT for the years 2013 to 2015, withholdings/payments on account with respect to tax on income from professional work, property taxes, and taxes levied on nonresidents for the years 2013 to 2015.
g) Deferred tax assets and liabilities
During the 2019 financial year, these actions ended with reports duly signed off as accepted or contested. These reports did not involve significant amounts for Enagás S.A.
Lastly, with regard to the contested reports, an economicadministrative complaint was filed with the Central Economic-Administrative Tribunal in relation to the income tax settlement agreements for the years 2012 to 2015, which was pending resolution by the Tribunal at 2019 year-end. However, it is not expected that any liabilities will arise that will significantly affect the Group's equity situation.
Likewise, at 2019 year-end, the inspections for 2016 to 2019 are pending with respect to applicable taxes.
(1) These temporary differences include personnel expenses resulting from the Long-Term Incentive Plan, recorded in these financial years which, pursuant to Article 14 of the Corporate Tax Law, will be deductible at the time of their delivery or payment, so in 2019 they gave rise to a deferred tax asset.
(2) Arises from the limitation to tax deductible amortisation with respect to the Corporate Income Tax for the years 2013 and 2014. This amortisation is deductible from financial year 2015 following the straight method over a period of 10 years or optionally during the useful life of the asset. To this end, the Company decided to apply the deferred tax asset using the straight line method over a period of 10 years.
(3) Other items include temporary differences in the recording of impairment of property investments during 2017 (Note 4.1), giving rise to a deferred tax asset.
(4) In addition, it includes the deduction to be applied from 2015 in accordance with the thirty-seventh transitory provision of Law 27/2014, by virtue of which those contributors for whom limited amortisation was applicable in 2013 and 2014 will have the right to a 5% deduction of the tax base with respect to the amounts included in the taxable income for the corresponding period.
(5) Arising from application of accelerated amortisation of certain assets for tax purposes during the period 2009-2012.
The Company does not hold any deferred tax assets that are not recognised in the accompanying Balance Sheet.

| Income and expenses | Significant shareholders |
Directors and executives Note 4.4 |
Group employees, companies or entities |
Other related parties |
Total |
|---|---|---|---|---|---|
| 2019 | |||||
| Expenses: | |||||
| Financial expenses | - | - | 68,657 | 6,449 | 75,106 |
| Services received | 17 | - | 2,389 | 157 | 2,563 |
| Other expenses | 146 | 8,074 | - | 15 | 8,235 |
| Total Expenses | 163 | 8,074 | 71,046 | 6,621 | 85,904 |
| Income: | |||||
| Financial income | - | - | 9,987 | 893 | 10,880 |
| Dividends received | - | - | 472,000 | - | 472,000 |
| Rendering of services | - | - | 68,800 | - | 68,800 |
| Other income | - | - | 506 | - | 506 |
| Total income | - | - | 551,293 | 893 | 552,186 |
| 2018 | |||||
| Expenses: | - | ||||
| Financial expenses | - | - | 35,306 | 5,420 | 40,726 |
| Services received | - | - | 3,369 | 185 | 3,554 |
| Other expenses | 153 | 7,751 | - | 15 | 7,919 |
| Total Expenses | 153 | 7,751 | 38,675 | 5,620 | 52,199 |
| Income: | |||||
| Financial income | - | - | 19,799 | 3,296 | 23,095 |
| Dividends received | - | - | 408,600 | 0 | 408,600 |
| Rendering of services | - | - | 73,619 | - | 73,619 |
| Other income | - | - | 549 | - | 549 |
| Total income | - | - | 502,566 | 3,296 | 505,863 |
| Other transactions | Significant shareholders |
Group employees, companies or entities Note 1.6 |
Other related parties Note 1.6 |
Total |
|---|---|---|---|---|
| 2019 | ||||
| Guarantees for related parties debts | - | 4,857,681 | - | 4,857,681 |
| Guarantees and sureties granted - Other | - | 143,411 | 23,333 | 166,744 |
| Dividends and other earnings distributed | 55,813 | - | - | 55,813 |
| 2018 | ||||
| Guarantees for related parties debts | - | 4,778,148 | - | 4,778,148 |
| Guarantees and sureties granted - Other | - | 89,291 | 22,895 | 112,186 |
| Dividends and other earnings distributed | 56,892 | - | - | 56,892 |

The Banco Santander Group qualified as a "related party" for the years 2019 and 2018.
Of the transactions disclosed in the above table, 6,449 thousands of euros of financial expenses correspond to this entity during 2019 (5,420 thousands of euros during 2018), including financial expenses arising out of the interest rate hedging contracts, and 23,333 thousands of euros in guarantees and sureties granted at December 31, 2019 (22,895 thousands of euros at December 31, 2018) (Note 1.6.b).
Additionally, the Company maintains a multi-currency Club Deal as financing, under which nothing was made available at December 31, 2019. In this operation, the related party represents 9.63% of the total of the banks that have underwritten this source of financing.
The Company also has two lines of financing in dollars with a maximum limit of 10,000 thousands of dollars and 230,000 thousands of dollars, and whose maturity has been extended in 2019 until July 30, 2020 and July 31, 2024 respectively. At December 31, 2019, the amount drawn down in these lines was 233,020 thousands of dollars (207,596 thousands of euros at December 31, 2019) (Note 3.5).
The balances with related-parties on the balance sheet is as follows:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Balance | Group employees, companies or entities |
Other related parties |
Total | Group employees, companies or entities |
Other related parties |
Total |
| Long-term equity instruments | 4,692,698 | - | 4,692,698 | 4,459,513 | - | 4,459,513 |
| Financing agreements: loans and capital contributions (lender) |
||||||
| Long-term loans to companies | 400,291 | - | 400,291 | 400,291 | - | 400,291 |
| Other financial assets | - | 411,338 | 411,338 | - | 402,635 | 402,635 |
| Short-term loans to companies | 7,246 | - | 7,246 | 7,266 | - | 7,266 |
| Credit for corporation tax Short-term Consolidated Tax Group |
140,305 | - | 140,305 | 144,108 | - | 144,108 |
| Dividends and other short-term earnings | 72,000 | - | 72,000 | 127,600 | - | 127,600 |
| Trade receivables | 13,712 | - | 13,712 | 13,490 | - | 13,490 |
| Cash (1) | - | 374,569 | 374,569 | - | 215,006 | 215,006 |
| Financing agreements: loans and capital contributions (borrower) |
||||||
| Long-term debts | 3,406,607 | 204,905 | 3,611,512 | 3,494,955 | 199,965 | 3,694,920 |
| Short-term debts | 145,315 | 5,342 | 150,657 | 163,767 | - | 163,767 |
| Debt for corporation tax Short-term Consolidated Tax group |
29,626 | - | 29,626 | 31,817 | - | 31,817 |
| Trade payables | 336 | - | 336 | 2,185 | - | 2,185 |
(1) This heading includes the Company's balances in current accounts held with Banco Santander, which meets the definition of "related party".

• The Regulation establishes a period of time required for the consolidation of the remuneration, which has been considered a condition of service, and therefore taken into account together with the target measurement period (January 1, 2019 to December 31, 2021) when estimating the fair value of the equity instruments granted. In this regard, the aforementioned service condition is based on the obligation for the beneficiaries to continue providing their services to the Company until the first payment date (set at four months from the end of the target measurement period to receive 50% of the incentive), and an additional period of one year from that last date to receive the remaining 50%).
time the associated provision is reclassified to the Personnel line under "Trade and other payables" on the liability side of the accompanying Balance Sheet. The liability is subsequently measured at fair value at each balance sheet date, up to and including the settlement date, with changes in fair value recognised in the income statement.
For the valuation of this programme, Enagás, S.A. used the Monte-Carlo model, widely used in financial practice for the valuation of options, in order to include the effect of market conditions in the valuation of the equity instruments granted. The fair value of the equity instruments at the granting date is adjusted to include the market conditions relating to this plan. Likewise, the Company takes into account the fact that the dividends accrued during the plan period are not paid to the beneficiaries as they do not become shareholders of the Company until the effective delivery of the Company's shares.
In the case of the share-based payment plan component, the Company accrues the estimated fair value of the cash-settled amount over the term of the plan (January 1, 2019 to December 31, 2021) and the service conditions established for the period of time required for the consolidation of the remuneration.
At December 31, 2019, the estimate is made assuming that all the objectives relating to the plan have been 100% achieved, subject to the approval of delivering the shares assigned to said plan.
| Remuneration received | Salaries | Per diems | Other items | Pension plans | Insurance premiums |
|---|---|---|---|---|---|
| 2019 | |||||
| Board of Directors | 2,346 | 2,064 | 178 | - | 58 |
| Senior Management | 3,191 | - | 142 | 58 | 37 |
| Total | 5,537 | 2,064 | 320 | 58 | 95 |
| 2018 | |||||
| Board of Directors | 2,366 | 2,054 | 195 | - | 47 |
| Senior Management | 2,876 | - | 130 | 56 | 27 |
| Total | 5,242 | 2,054 | 325 | 56 | 74 |

The remuneration of the members of the Board of Directors for their membership of the Board and those corresponding to the Chairman and the Chief Executive Officer for the exercise of their executive functions during the year 2019 have been approved in detail by the General Shareholders' Meeting held on March 29, 2019 as part of the "Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years", approved as Item 7 of the Agenda.
The two Executive Directors were beneficiaries of the 2016-2018 Long-Term Incentive Plan approved by the General Shareholders' Meeting on March 18, 2016 under Item 8 of the Agenda. During the first half of financial year 2019, the aforementioned incentive was paid out under the terms established by the General Shareholders' Meeting. As a result of this settlement, a total of 76,428 gross shares were delivered to the two executive directors, which they will not be able to sell within two years.
The Company has outsourced its pension commitments with its executives by means of a mixed group insurance policy for pension commitments, including benefits in the event of survival, death and employment disability. The Executive Chairman and the Chief Executive Officer are part of the group covered by this policy and of the total premium paid for this during the year, 406 thousands of euros corresponded to them.
Members of Senior Management (members of the Management Committee) are equally beneficiaries of the 2016-2018 long-term incentive plan. In the terms approved at the General Shareholders' Meeting, in the settlement of this incentive in the first half of 2019, 59,967 gross shares and a cash incentive amount of 551 thousands of euros corresponded to them.
The members of the Senior Management also form part of the group covered under the mixed group insurance policy for pension commitments. The total premium paid for the same during the financial year amounts to 593 thousands of euros.
The two executive directors are beneficiaries of the 2019-2021 long-term incentive plan approved by the General Shareholders' Meeting on March 29, 2019 under Item 8 of the Agenda. In said meeting, a total of 118,635 rights relating to shares were assigned. Said rights do not constitute acquisition of shares until the program finalises, the final bonus depending on the degree to which the program objectives have been met.
Members of Senior Management (members of the Management Committee) are equally beneficiaries of the 2019-2021 long-term incentive plan. As approved at the General Shareholders' Meeting, the Board has assigned them a total of 124,506 rights relating to shares as well as an incentive in cash amounting to 739 thousands of euros. Said rights do not constitute acquisition of shares or collection of any amounts until the programme has finalised, the final bonus depending on the degree to which the programme objectives have been met.
The remuneration, broken down for each member of the Board of Directors, without taking into account insurance premiums, is as follows:
| Board members | 2019 | 2018 |
|---|---|---|
| Mr Antonio Llardén Carratalá, (Executive Director) (1) |
1,847 | 1,896 |
| Mr Marcelino Oreja Arburúa (Chief Executive Officer) (2) |
937 | 925 |
| Sociedad Estatal de Participaciones Industriales (Proprietary Director) (4) |
160 | 155 |
| Mr Luis García del Río (Independent Director) (4) |
160 | 160 |
| Mr Martí Parellada Sabata (External Director) (4) |
160 | 160 |
| Mr Luis Javier Navarro Vigil (External Director) (3) (4) |
44 | 160 |
| Mr Jesús Máximo Pedrosa Ortega (Proprietary Director)(3) |
- | 123 |
| Ms Rosa Rodríguez Diaz (Independent Director) (4) |
160 | 160 |
| Ms Ana Palacio Vallelersundi (Independent Leading Director) (4) |
190 | 190 |
| Ms Isabel Tocino Biscarolasaga (Independent Director) (4) |
175 | 172 |
| Mr Antonio Hernández Mancha (Independent Director) (4) |
160 | 157 |
| Mr Luis Valero Artola (Independent Director) (3) |
- | 44 |
| Mr Gonzalo Solana González (Independent Director) (4) |
160 | 160 |
| Mr Ignacio Grangel Vicente (Independent Director) (3) |
160 | 116 |
| Mr Santiago Ferrer Costa (Independent Director) (3) |
160 | 37 |
| Ms Patricia Urbez Sanz (Independent Director) (3) (4) |
115 | - |
| Total | 4,588 | 4,615 |
(1) The remuneration for the Executive Chairman in 2019 was approved in detail by the General Shareholders' Meeting on March 29, 2019 as part of the "Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years". During 2019, the Executive Chairman received fixed remuneration in the amount of 1,000 thousands of euros and variable remuneration in the amount of 564 thousands of euros; he also received 130 thousands of euros for Board membership and other remuneration in kind amounting to 153 thousands of euros (the changes in remuneration in kind with respect to previous years is exclusively a result of measurement differences without there having been any additional items included in the remuneration). Thus, the combined amounts totalled 1,847 thousands of euros. In addition, he was also the beneficiary of a life insurance policy with a premium of 57 thousands of euros for the year. The Group has outsourced its pension commitments with respect to its executives through a mixed group insurance policy for pension commitments, including benefits in the event of survival, death, and employment disability. The Executive Chairman is one of the beneficiaries covered by this policy, and of the total premium paid during the year, 246 thousands of euros correspond to the Executive Chairman. The Executive Chairman is a beneficiary of the 2019-2021 Long-Term Incentive Plan approved at the General Shareholders' Meeting held on March 29, 2019. Item 8 of its Agenda states that the meeting assigned him a total of 79,090 performance shares. These shares do not entail an acquisition of the shares until the end and settlement of the programme and the final remuneration depends on the level of achievement of the goals of the programme.
(2) The remuneration for the Chief Executive Officer in 2019 was approved in detail by the General Shareholders' Meeting on March 29, 2019 as part of the "Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years". During 2019, the CEO received fixed remuneration in the amount of 500 thousands of euros and variable remuneration in the amount of 282 thousands of euros; he also received 130 thousands of euros for Board membership and other remuneration in kind amounting to 25 thousands of euros (the changes in remuneration in kind with respect to previous years is exclusively a result of measurement differences without there having been any additional items included in the remuneration). Thus, the combined amounts totalled 937 thousands of euros. In addition, he was also the beneficiary of a life insurance policy with a premium of 0.7 thousands of euros for the year. The Chief Executive Officer is also beneficiary of the mixed group insurance policy for pension commitments, and the share of the premium corresponding to the Chief Executive Officer for this policy amounted to 160 thousands of euros for the year. The Chief Executive Officer is a beneficiary of the 2019-2021 Long-Term Incentive Plan approved at the General Shareholders' Meeting held on March 29, 2019. Item 8 of its Agenda states that the meeting assigned him a total of 39,545 performance shares. Said rights do not constitute acquisition of shares until the

program finalises, the final bonus depending on the degree to which the program objectives have been met.
(3) On March 22, 2018 Mr Luis Valero Artola resigned as Director and Mr Ignacio Grangel Vicente occupied his position.
On October 15, 2018 Mr Jesús Máximo Pedrosa Ortega resigned as Director and Mr Santiago Ferrer i Costa occupied his position.
On March 29, 2019 Mr Luis Javier Navarro Vigil resigned as Director and Ms Patricia Urbez Sanz occupied his position.
(4) The remuneration for these Directors relating to Board and Committee membership was approved in detail at the General Shareholders' Meeting held on March 29, 2019 as part of the "Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years".
On March 29, 2019, the Enagás, S.A. General Shareholders' Meeting approved the second cycle of the Long-Term Incentive Plan aimed at executive directors and senior management of the Company and its Group. The objective of the Plan is to (i) encourage the sustainable achievement of the objectives of the Company's Strategic Plan, (ii) give the opportunity to share the creation of value with participants, (iii) foster a sense of belonging to the Company and shared destiny, (iv) be competitive, and (v) align with the requirements of institutional investors, proxy advisors, and best Corporate Governance practices and, especially, those resulting from the recommendations of the CNMV's new Good Governance Code.
The plan consists in an extraordinary mixed multi-year incentive which will permit the beneficiaries to receive, after a certain period of time, a bonus payable in (i) Enagás, S.A. shares and (ii) cash, provided that certain strategic objectives of the Enagás Group are met.
With respect to the portion payable in shares, a maximum of 501,946 shares are deliverable, all of which will come from the Enagás S.A.'s treasury shares. Furthermore, the beneficiaries of the plan are not guaranteed any minimum value for the assigned shares. The cash part of the plan is limited to an estimated payment of approximately 3.5 million euros should all the objectives be fully met.
This plan is aimed at persons who, due to their level of responsibility on their position in the Enagás Group, contribute decisively to achieving the Company's objectives. The Plan initially designated 48 beneficiaries, notwithstanding the possibility that new recruitments due to mobility or professional level changes may include new beneficiaries during the measurement period.
The objectives set for the evaluation of the achievement of the Plan consist of:
• Accumulated results corresponding to the Funds for Operations ("FFO") of the Enagás Group. This metric shows the financial soundness and net profit growth, which are the cornerstones of the Enagás Group Strategic Plan. This takes into account both the EBITDA of the regulated business and the dividends received from the subsidiaries that are not controlled by Enagás. It is a benchmark indicator for investors. Fulfilling this objective will satisfy the Company forecasts for the distribution of Group, investment and debt amortisation dividends. It accounts for 25% of the total objectives.
Regarding the measurement period, although it will occur during the period from January 1, 2019 to December 31, 2021, its settlement will take place on the following dates:
As established in BOICAC No. 75/2008, query No. 7, the part settled through shares of Enagás, S.A. is considered a sharesbased payment transaction that can be settled in equity instruments, and, accordingly, the fair value of the services received, as consideration for the equity instruments granted, is included in the Income Statement at December 31, 2019, under the heading "Personnel Expenses", in the amount of 1,712 thousands of euros, with a credit to "Other Equity Instruments" of the Balance Sheet net equity at December 31, 2019.
The breakdown and fair value of the shares at the granting date of the ILP of the Enagás Group are as follows:
| ILP 2019- 2021 |
|
|---|---|
| Total shares at the concession date (1) | 501,946 |
| Fair value of the equity instruments at the granting date (EUR) |
25.94 |
| Dividend yield | 4.77% |
| Expected volatility | 16.86% |
| Discount rate | 0.62% |
In order to comply with the provisions of Article 229 ff. of the Corporate Enterprise Act, this report includes information on the shareholdings and performance of the roles of the members of the Board of Directors of Enagás, S.A. in other companies with activity of a similar or complementary type to that which it constitutes the corporate purpose. This information was prepared considering that they are companies with similar or complementary activities to those carried out by Enagás S.A., that is, natural gas transmission, regasification, distribution, and marketing activities regulated by Law 34/1998 of the Hydrocarbons Sector.
At December 31, 2019 and December 31, 2018, there were no holdings in the share capital of companies with the same, similar or complementary type of activity reported to the Company by the Directors.
The positions or functions of the Company's Board members in other companies with the same, similar or complementary activities, as communicated to Enagás, S.A. at December 31, 2019 and 2018, were the following:
| Director | Company | Positions |
|---|---|---|
| 2019 | ||
| Marcelino Oreja Arburúa | MIBGAS Derivatives, S.A. |
Director |
| Marcelino Oreja Arburúa | Enagás Transporte del Norte, S.L. |
Chairman |
| Marcelino Oreja Arburúa | Enagás Emprende, S.L.U. |
Joint Director |
| Marcelino Oreja Arburúa | Enagás Services Solutions, S.L.U. |
Joint Director |
| Marcelino Oreja Arburúa | Enagás Renovable, S.L.U. |
Joint Director |
| Marcelino Oreja Arburúa | Tallgrass Energy, G.P. | Drector |
The Company Enagás S.A., as head of the Enagás Group, carries out the activities for protection of the environment and biodiversity, energy efficiency, reduction in emissions, and the responsible consumption of resources as part of its environmental management in order to mitigate the impact of its activities.
(1) This number of shares reflects the maximum number of shares to be delivered under the plan, and includes both the possibility of achieving the maximum degree of fulfilment of objectives established in the plan (125%), as well as the possibility that new hiring, staff mobility within the Group, or changes in professional levels, lead to the inclusion of new beneficiaries during the measurement period.
With respect to that part of the bonus payable in cash, the Company recognised the rendering of services corresponding to this plan as personnel expenses amounting to 455 thousands of euros with a credit to "Provisions" under non-current liabilities in the accompanying Balance Sheet at December 31, 2019. As is the case for the equity-settled plan component.
| Director | Company | Positions |
|---|---|---|
| 2018 | ||
| Luis Javier Navarro Vigil | TLA, S. de R.L. de C.V. | Director |
| Luis Javier Navarro Vigil | TLA Servicios, S. de R.L. de C.V. |
Director |
| Marcelino Oreja Arburúa | MIBGAS Derivatives, S.A. |
Director |
| Marcelino Oreja Arburúa | Enagás Transporte del Norte, S.L. |
Chairman |
| Marcelino Oreja Arburúa | Enagás Emprende, S.L.U. |
Joint Director |
| Marcelino Oreja Arburúa | Enagás Services Solutions, S.L.U. |
Joint Director |
There are no activities of the same, similar or complementary nature to those carried out by Enagás which are performed by its Board members, on their own behalf or on behalf of third parties, not included in the above section.
At 2019 year-end, neither the members of the Board of Directors of the Company nor any parties related to them, as defined in Article 229 of the Corporate Enterprises Act, had notified the remaining Board members of any conflicts of interest, direct or indirect, with those of the Company.
The Company has integrated protection of the environment into its policy and strategic programmes by implementing an Environmental Management System developed and certified by LLOYD'S, in accordance with the requisites of standard UNE EN ISO 14001, which guarantees compliance with applicable environmental legislation and continuous improvement of its environmental behaviour.

In 2019, the certifying company LLOYD'S issued the corresponding audit report on the environmental management system with favourable results, concluding that the system's maturity and degree of development ensure continuous improvement for the company in this field.
The Company Enagás S.A. makes ongoing efforts to identify, characterise, and minimise the environmental impact of its activities and facilities, evaluating the related risks and strengthening eco-efficiency, responsible management of waste and discharges, minimising the impact in terms of emissions and climate change.
In addition, the Company incorporates environmental criteria in its relationship with suppliers and contractors, as well as in connection with decision-making with respect to the awarding of contracts for the rendering of services and products.
During 2019, Enagás S.A. carried out environmental actions in the amount of 626 thousands of euros, recognised as investments under assets in the balance sheet. During financial year 2018, this amount was 188 thousands of euros. The Company also assumed environmental expenses amounting to 226 thousands of euros in 2019, recognised under "Other operating expenses" (273 thousands of euros in 2018).
The company has arranged sufficient civil liability insurance to meet any possible contingencies, compensation and other risks of an environmental nature which it might incur.
Enagás S.A. and Enagás did not receive any grants or income in 2019 or 2018 as a result of its activities relating to the environment.
Subsequent to the year-end, in relation to the investment commitments held in Tallgrass Energy LP by certain subsidiaries in which Enagás Internacional, S.L.U. holds an ownership interest (Note 1.6.b), on January 16, 2020 the Company granted Enagás Internacional, S.L.U. a loan amounting to 320,000 thousands of euros and whose maturity will be on April 16, 2020.
Furthermore, on January 30, 2020 Enagás Internacional, S.L.U. granted Enagás, S.A. a loan of up to 250,000 thousands of dollars and whose maturity will be on January 30, 2021. At the date of preparation of these annual accounts, Enagás, S.A. had drawn down 70,980 thousands of dollars. No events have occurred that significantly affect the results of Enagás S.A. or its equity statement.
"Other operating expenses" include the fees for audit and nonaudit services provided by the auditor of the Company, Ernst & Young, S.L., or by a company belonging to the same group or related to the auditor, broken down as follows:
| 2019 | 2018 | |
|---|---|---|
| Categories | Services rendered by the accounts auditor and related companies |
Services rendered by the accounts auditor and related companies |
| Audit services (1) | 770 | 634 |
| Other assurance services (2) | 144 | 114 |
| Total audit and related services |
914 | 748 |
| Total professional services | 914 | 748 |

These Financial Statements are presented on the basis of the regulatory financial reporting framework applicable to the Company in Spain (see Note 1.2). Certain accounting practices applied by the Company that conform to that regulatory framework may not conform to other generally accepted accounting principles and rules.
These Annual Accounts are a translation of financial statements originally issued in Spanish and prepared in accordance with accounting principles generally accepted in Spain. In the event of a discrepancy, the Spanish-language version prevails.

The wording provided by Law 11/2018, of December 28, to Article 262.5 of the consolidated text of the Corporate Enterprise Act, relating to the management report, indicates that a company dependent on a group will be exempt from the obligation established in this section if the company and its dependents, if any, are included in the consolidated management report of another company, prepared in accordance with the content established in this article.
Based on the above, Enagás, S.A. makes use of this exemption, including non-financial information in the consolidated management report of Enagás, S.A. and Dependent Companies prepared in accordance with said regulations and which will be filed with the Commercial Registry of Madrid.
Enagás, S.A., a midstream company with almost 50 years of experience and independent European TSO (Transmission System Operator) through Enagás GTS, S.A.U., is an international reference in the development and maintenance of gas infrastructure and in the operation and management of gas networks.
The company has built the main infrastructure for the Spanish Gas System, turning it into a model of security and diversification of supply.
Through our activities we strengthen and guarantee the security of energy supply, promoting the use of natural gas in preference to other more polluting alternative fuels such as oil or coal. In addition, natural gas is of great importance for improving competitiveness, as it allows for the introduction of efficient industrial technologies which improve the intensity of energy usage and competitiveness in the industry, generating direct and indirect employment.
The General Shareholders' Meeting is the highest body representing shareholders.
Enagás S.A. has a free float of 95%, one of the highest on the Spanish continuous market. More than 70% of our share ownership is international, including the USA-Canada and Continental Europe (27% and 23% respectively).
Enagás S.A. applies a proprietary separation model, which establishes the maximum limit of ownership by any shareholder at 5%, with a limitation on the voting rights of 1% for agents in the gas sector and 3% for the rest of shareholders. These limitations do not apply to direct or indirect interest held by the public corporate sector.
Enagás, S.A. has a percentage of Independent Directors (62%) higher than the average of the Spanish market and has been reducing the number of members of the Board of Directors that now stands at 13 members.
In addition, Enagás S.A.'s commitment to promoting gender diversity in the Board is reflected in the significant increase in the percentage of women, from 6% in 2007 to 31% in 2019, having
met the commitment established by the company and the recommendation of the CNMV to reach 30% by 2020.
Enagás, S.A., as head of the Enagás Group, will guarantee the proper functioning of the Spanish Gas System, and will ensure security of supply by facilitating competition in a transparent and non-discriminatory manner. Likewise, it will optimise the operation of the Spanish Gas System by coordinating the different agents and proposing measures to improve its operation. It will continue to develop the transmission network and manage its infrastructures in a safe, efficient, profitable way with a commitment to protecting the environment. All this will be achieved in collaboration with the regulators, thus providing service quality to its customers, creating value for its shareholders and contributing to the sustainable development of the Company.
Natural gas is key to achieving a sustainable, safe and efficient energy in a low carbon economy. It is the most efficient technicaleconomic solution compared to other conventional fuels, with the lowest cost for citizens and companies. Natural gas helps to make the industry more competitive and reduces the environmental impact. It is an essential energy source for many sectors because of its versatility and high calorific value. In addition, Enagás, S.A. is promoting the development of renewable gases, such as hydrogen and biomethane, as new key solutions for the energy transition. These non-electric renewable energies can be transported via the existing gas infrastructure, maximising their use and contributing to a fair energy transition.
In 2019, the 2021-2026 new regulatory framework was approved, a stable and predictable framework developed by an Independent Regulator (National Commission on Markets and Competition (CNMC)) that supports the objectives of the energy transition.
In 2019 the demand for natural gas in Spain closed with growth of around 14% over the previous year, reaching 398 TWh, the highest figure since 2010. This increase has been mainly due to a very high demand for natural gas for electricity generation and increased consumption by industry.
Economic dimension
Enagás, S.A. has a Sustainability and Good Governance policy which reflects the importance of good governance for the generation of value by the company. In 2019, the 2019-2021 Executive Compensation Plan was approved following good governance recommendations and based on targets aligned with the company's strategic priorities.
The Company's net profit amounted to 403.2 million euros, 8.6% higher than 2018. In 2019, investments worth 388.3 million euros were made.
The dividend per share in 2019 increased by 5% over the previous year, reaching 1.60 euros per share. Enagás, S.A. concluded the year 2019 at 22.74 euros per share.
The share capital of Enagás, S.A. at December 31, 2019 was 392.9 million euros, with 261.9 million shares.
In 2019 the rating agencies Standard & Poor's and Fitch Ratings have reaffirmed Enagás S.A.'s long-term rating at BBB+ with a "stable" outlook in their annual review reports.
Enagás S.A. has been listed on the Dow Jones Sustainability Index since 2008, and is a leading company in the Oil & Gas Storage & Transportation sector, with a rating of 85 points.
Enagás, S.A., as a certified Top Employer company, offers stable and quality employment with high percentages of permanent and full-time labour contracts, totalling 97.15% and 95.44%, respectively. In addition, the commitments acquired by Enagás, S.A. in its Management of Human Resources policy, together with the measures and actions implemented, translate into high levels of employee satisfaction and motivation, as reflected in low staff turnover (3.81% voluntary turnover) and the results obtained in the workplace climate survey.
Enagás S.A. has an integrated talent management model to promote the achievement of the Company's strategic objectives and plans through four principles: To attract the best talent to Enagás, to know our internal talent, to continuously train our professionals and to develop the internal talent.
Enagás, S.A. commits itself, every day, to applying the principle of equal opportunities and non-discrimination. It is a staunch believer of diversity among its professionals through the Comprehensive Diversity Plan as the basis for its strategy which prioritises its focus on the spheres of gender, functional, generational and cultural diversity.
In 2019 Enagás, S.A. renewed its certification as an EFR company (Family Responsible Company), the Bequal seal for its commitment to the inclusion of people with disabilities, the Diversity Charter and has signed the United Nations Women's Empowerment Principles.
The global security approach of Enagás S.A. is based on the integration of the safety and health culture into the environment, people, facilities and information, through the involvement of leaders and the development of a model of health and security behaviours.
The Enagás Occupational Risk Prevention Management System, certified according to OHSAS 18001 (100% of activities), has procedures and standards for the identification and evaluation of risks, as well as for the notification of accidents.
In addition, Enagás S.A. is certified as a Healthy Company.
Enagás S.A. has a framework of policies, procedures and regulations that consists of: the Code of Ethics, corporate policies and guidelines, and the management and regulatory procedures necessary to ensure due diligence in related matters.
The Enagás S.A. Ethics Channel is a platform for consulting doubts and notifying irregularities or breaches of the Code of Ethics and is managed by the company's Ethical Compliance Committee. In 2019, a communication was received through the Ethics Channel regarding irregular conduct at work, which, after analysis, was dismissed as inadmissible.
The Enagás, S.A. compliance model is the main tool for ensuring ethics and integrity in the performance of the company's activities. This Model is being coordinated around the Compliance Policy and its associated standard. Furthermore, under the Compliance Model, Enagás, S.A. has a Crime Prevention Model that is the essential core of the company's criminal compliance. It also has a Corruption Prevention Model.
The objective of Enagás S.A.'s social investment, is to contribute to the socio-economic development of local communities, giving priority to those areas in which the company operates, through sustainable social action models. Through dialogue and collaboration with stakeholders, the positive social impact of the company's initiatives, whether in the form of volunteering, sponsorship, patronage or donation (2 million euros in 2019) is maximised.
Supply chain management is an increasingly critical point in the company's management. Adequate management of the supply chain allows us to identify and manage regulatory, operational, and reputational risks, as well as take advantage of opportunities for collaboration and the creation of shared value.
In order to work with Enagás S.A., the suppliers must go through a rigorous approval process. They must meet, among others, the following approval requirements:
The Company's average payment period for its suppliers is 45 days.
Activities for protection of the environment and biodiversity, energy efficiency, reduction in emissions, and the responsible consumption of resources are essential elements in the Enagás S.A. environmental management to mitigate the impact of its activities.
Enagás S.A. undertakes its environmental commitments (as reflected in the Health & Safety, Environment and Quality Policy) through the Environmental Management System and 100% of its activity is certified in accordance with ISO 14001.

Improved energy efficiency and lower GHG emissions are major factors in reinforcing the vital role that natural gas will play in a low carbon economy as a key element for achieving sustainable, safe and efficient energy.
Enagás, S.A. is increasing its commitment to the fight against climate change every year through its management and continuous improvement model, based on public commitment and target setting, emission reduction and compensation measures and reporting of our performance and results, following TCFD recommendations.
Enagás S.A. is also committed to the use of gas as the least polluting fossil fuel and, therefore, key to the power generation mix for meeting emission reduction targets and allowing the development of more efficient renewable energies; as well as replacing other fossil fuels as we move towards more sustainable mobility in sea, rail and road transport.
The Company sets itself improvement challenges by establishing objectives for reducing annual emissions in the medium and longterm, as well as via the definition of an emissions compensation strategy. In order to achieve said objectives, the Company implemented an Energy Efficiency and Emissions Reduction Plan, through which different energy saving measures are identified, developed, and quantified.
In 2019 the company signed the Business Ambition 1.5ºC commitment and has certified its energy management system in accordance with ISO 50001.
Enagás S.A. has adapted to the new circumstances arising out of the crisis, reducing its external financing through banks and resorting to other types of financing, such as bond issues, which has permitted the Company to achieve a more diversified structure. Net debt of the Group in 2019 decreased by 3,754,969 thousands of euros with respect to 2018.
The Company Enagás, S.A. is exposed to various risks intrinsic to the sector, markets in which it operates and the activities it performs, which, should they materialise, could prevent it from achieving its objectives and executing its strategies successfully.
The Company Enagás S.A. has established a risk control and management system model aimed at ensuring the continuity of the business and the achievement of the objectives of the company in a predictable manner and with a medium-low profile for all of its risks. This model allows it to adapt to the complexity of its business activity in a globalised competitive environment, in a complex economic context, where the materialisation of a risk is more rapid and with an evident contagion effect.
The Model is based on the following aspects:
The integral analysis of all risks allows the appropriate control and management thereof, an understanding of the relationships between them and facilitates their joint assessment. This is accomplished by taking into account the differences of each type of risk in terms of its nature, handling capacity, risk measurement tools, etc.
The main risks associated with the business activities of Enagás S.A. are classified as follows:
These are risks which are inherent to the gas sector and are linked to potential losses of value or results derived from external factors, strategic uncertainties, economic cycles, changes to the environment, changes to patterns of demand, competition and market structure or changes to the regulatory framework, as well as those derived from taking the incorrect decisions in relation to business plans and company strategies.
The activities carried out by the Company are notably affected by current regulations (local, regional, national and supranational). Any change in that legislation could negatively affect profits and the value of the company. Within this type of risk, regulatory risk is of special relevance, and is associated with the remuneration framework and, therefore, the regulated income from business activities.

Similarly, the new developments of infrastructures are subject to obtaining licences, permits and authorisation from governments, as well as legislation of various types, notably environmental regulations. These long-term and complex processes may give rise to delays or modifications to the designs initially projected due to: obtaining authorisation, the processes relating to environmental impact studies, public opposition in the affected communities, and changes in the political environment. All of these risks may increase costs or delay projected income.
The growth in demand may also bring negative effects that will have a different impact in the short-, medium- and long-term. Growth may also depend on meteorological conditions or the competitiveness of natural gas compared to other energy sources, performance of the economy, etc.
In the short-term, the variation in the demand for the transmission, regasification and underground storage of natural gas in Spain has a direct impact on a component of the regulated remuneration received by these activities. The degree to which regasification plants are used may have a negative impact on the forecasted operating costs, through greater internal consumption and greenhouse gas emissions.
In the medium- to long-term, the increase in the demand is a factor that creates opportunities for building new projects in transport, regasification and underground storage infrastructure for natural gas and its development may alter or delay decisions taken in dealing with these projects.
The results of the Company may also be affected by the legal risk arising from the uncertainties related with the different interpretation of contracts, laws or regulations which the company and third parties may have, as well as the results of any law suits undertaken.
The Company Enagás S.A. has implemented measures to control and manage its strategic and business risk within acceptable risk levels, consisting in the continuous supervision of risks in connection with regulatory changes, market conditions, competition, business plans, strategic decision-making, etc. as well as management measures to contain risk at acceptable levels.
Operation of the Enagás S.A. infrastructures may give rise to losses of value or earnings resulting from inadequate processes, failures of physical equipment and computer systems, human error or other external factors. This type of risk can in turn be classified as an industrial infrastructure risk (related to the nature of the fluids under management), risks associated with infrastructure maintenance, logistical and commercial processes, as well as other risks associated with corporate processes.
The main operational and technological risks to which the Company is exposed are:
The Company Enagás S.A. identifies the activities relating to management and control which can provide an adequate and appropriate response to these risks. Among the control activities thus defined there are emergency plans, maintenance plans, control and alerting systems, training and skill upgrading for staff, application of certain internal policies and procedures, defining quality indicators, establishing limits, and quality certifications and audits, prevention and environment, etc. which allow the Group to minimise the probability of these risks occurring. To mitigate the negative economic impact that the materialisation of any of these risks may have on Enagás S.A., a series of insurance policies have been arranged.
Some of these risks could affect the reliability of the financial information prepared and reported by Enagás, S.A. An Internal Control over Financial Reporting (ICFR) system was implemented to control these types of risk, the details of which can be consulted in the Corporate Governance Report.
Credit and counterparty risk relates to the possible losses arising from the non-compliance of monetary or quantifiable obligations of a counterparty to which the Company has granted net credit which is pending settlement or collection.
The counterparty risk includes the potential breach of obligations acquired by a counterparty in commercial agreements that are generally established in the long-term.
Enagás, S.A. monitors in detail this type of risk, which is particularly relevant in the current economic context. The activities carried out include analysing the risk level and monitoring the credit quality of counterparties, regulatory proposals to compensate Enagás S.A. for any possible failure to comply with payment obligations on the part of marketers (an activity that takes place in a regulated environment), request for guarantees, etc.
However, regulations have been developed establishing standards for managing guarantees in the Spanish gas system and which oblige gas supply companies to provide guarantees for: (i) contracting capacity in infrastructure with regulated third-party access and international connections, (ii) settlement of imbalances; and (iii) participation in the organised gas market.

The measures for managing credit risk involving financial assets include the placement of cash at highly-solvent entities, based on the credit ratings provided by the agencies with the highest international prestige. Likewise, interest rate and exchange rate derivatives are contracted with financial entities with the same credit profile.
The regulated nature of Enagás S.A. business activity does not allow an active customer concentration risk management policy to be established.
Information concerning counterparty risk management is disclosed in Note 3.5 to the Annual Accounts.
Enagás S.A. is subject to the risks deriving from the volatility of interest and exchange rates, as well as movements in other financial variables that could affect the Company's liquidity.
Interest rate fluctuations affect the fair value of assets and liabilities that accrue interest at fixed rates, and the future cash flows from assets and liabilities that accrue interest at floating rates. The objective of interest rate risk management is to achieve a balanced debt structure that minimises the cost of debt over a multi-year horizon with low volatility in the income statement. The Enagás Group, of which the Company is the parent company, maintains a fixed or protected debt structure of more than 70% to limit this risk. Changes in exchange rates may affect debt positions denominated in foreign currency. Enagás, S.A.'s exchange rate risk management is designed to balance the cash flows of assets and liabilities denominated in foreign currency in each of its subsidiaries.
Enagás S.A. maintains a liquidity policy that is consistent in terms of contracting credit facilities that are unconditionally available and temporary financial investments in an amount sufficient to cover the projected needs over a given period of time.
With respect to tax risk, the Company is exposed to possible modifications in tax regulatory frameworks and uncertainty relating to different possible interpretations of prevailing tax legislation, potentially leading to negative effects on results.
The financial risk management policy is described in Note 3.5 of the Annual Accounts.
Reputational risk refers to any action, event or circumstance that could have a harmful effect on the Company's reputation among its stakeholders.
Enagás, S.A. has implemented a self-assessment reputational risk procedure which uses qualitative measurement techniques. This process considers the potential reputational impact of any of the risks listed in the current inventory as a result of strictly reputational events arising from the action or opinion of a third party.
The Company is exposed to compliance risks, which includes the cost associated with potential penalties for breach of laws and legislation, or penalties resulting from the materialisation of operational events, the use of improper business practices or the breach of internal company policies and procedures.
Also, the Company may be affected by risks associated with the improper use of assessment models and/or risk measurement, and hypotheses that are outdated or do not have the necessary precisions to be able to correctly evaluate their results.
The amendments made to Article 31 bis of the Criminal Code in 2010 and 2015 establish criminal liability on the part of legal entities. In this context, Enagás S.A., could be held liable in Spain for certain crimes committed by its directors, executives and employees in the course of their work and in the interest of the Company.
To prevent this risk from materialising, Enagás, S.A. has approved a Crime Prevention Model and has implemented the measures needed to prevent corporate crime and to avoid liability for the Company.
Given the dynamic nature of the business and its risks, and despite having a risk control and management system that responds to the best international recommendations and practices, it is not possible to guarantee that some risk is not identified in the risk inventory of the Company.
Subsequent to the year-end, in relation to the investment commitments held in Tallgrass Energy LP by certain subsidiaries in which Enagás Internacional, S.L.U. holds an ownership interest (Note 1.6.b), on January 16, 2020 the Company granted Enagás Internacional, S.L.U. a loan amounting to 320,000 thousands of euros and whose maturity will be on April 16, 2020.
Furthermore, on January 30, 2020 Enagás Internacional, S.L.U. granted Enagás, S.A. a loan of up to 250,000 thousands of dollars and whose maturity will be on January 30, 2021. At the date of preparation of these annual accounts, Enagás, S.A. had drawn down 70,980 thousands of dollars. No events have occurred that significantly affect the results of Enagás S.A. or its equity statement.
In the field of technological innovation developed by Enagás, S.A. during 2019, the main actions have been to continue improving its present activity and to continue with the process initiated in 2018 of analysing and deepening the knowledge of other possible technologies that in the short- and medium-term could add value to the Company's own infrastructures and/or know-how.
Among the first highlighted is efficiency in a broad sense; gas measurement and analysis of its components; operational safety; the materials and equipment necessary for their activity. The latter include the production, analysis, certification and transport of synthetic natural gas, biogas, biomethane and hydrogen.

The company's internal innovation activities and the development of new energies have been developed mainly by the new Innovation and New Energies Department:
This section includes two distinct sections: energy efficiency and technical efficiency.
During 2019 Enagás, S.A. has continued its efforts, on the one hand, to reduce the energy consumption of its facilities and, on the other hand, to raise the level of energy it produces for selfconsumption or export.
The consumption reduction in its facilities is mainly focused on the optimisation of its processes, to minimise the energy needs of these processes, and in the modification or replacement of their equipment, to improve their unit performance.
The production of energy is based on the use of the residual energies of its processes to, in turn, produce electrical energy. The residual energy used is the heat that is lost through the exhaust gases of the gas turbines, the cold that is wasted during the vaporisation process of the liquefied natural gas (LNG) and the pressure that dissipates in the points regulated by needs of the gas transmission system or for the delivery of gas to other carriers or distributors. Currently, Enagás, S.A. has facilities for each of these three types. During 2019, projects have been started up or developed, such as the following: Measuring fugitive methane emissions, Barcelona Desalination Plant, Cathodic Protection Training Camp, Odour Neutralisation Pilot, Water with Methanol in USF, 3D Laser Scanner Pilot for the detection of corrosion and mechanical defects in piping or Electrical Phases Monitoring for the detection of mechanical failures in cryogenic pumps.
As a result of the experience acquired in previous years, during 2019, analysis of the possible technical and economic convenience of self-producing certain inputs necessary for the operation of the facilities was continued. In this regard, the most noteworthy production is the expansion of the autonomous generation of nitrogen at the Huelva Plant, a chlorine dioxide reactor at the Barcelona Plant and, in part, the experience acquired in previous years, in 2018 the possible technical and economic convenience of self-producing certain inputs necessary for the operation of the facilities continued to be analysed. In this sense, the most noteworthy production is that of expanding the autonomous generation of nitrogen at the Huelva Plant or introducing a chlorine dioxide reactor at the Barcelona Plant.
Enagás, S.A. continues to equip itself with the best available techniques to reduce the level of uncertainty in the measurement of the energy contained in natural gas, both in the liquid state (LNG) and in the gaseous state (NG), at the points at which it is received or delivered to third parties. This innovative effort has been translated into different studies and actions during 2019, among which we highlight the following: RAMAN technology for the determination of LNG quality and its properties during loading and unloading from ship to plant, in liquid state and GASPROP II Project for the development of a computer tool for the calculation of natural gas properties.
Throughout 2019, the Company continued with the research line on pipeline safety and other Enagás S.A. facilities. The work has focused on improving the mathematical models used. To this end, participation in different international joint projects has been maintained, which has also confirmed that the level of security of the Enagás S.A. facilities is adequate and is in line with that of other foreign companies with similar characteristics.
It has also continued to update the tools developed to meet the needs of different areas of the Company both in the design of new facilities and in the operation of existing ones. Work began on the creation of a unique and more complete simulation Hub for the creation of a collaborative environment, in the field of simulations, which includes the development of ad-hoc simulation tools to support decision-making.
All of the above has been carried out in accordance with the legislation in force in the matter.
During 2019, Enagás, S.A. has continued its activities to keep upto-date a set of specifications and technical requirements, applicable to the materials and equipment with which it designs, builds and operates its facilities, which collects the state of the art at all times and ensures that the best alternatives are adopted in order to optimise the total cost (CAPEX + OPEX) of these facilities for the Company, without undermining security levels. For this purpose, the Company works actively with different national and international organisations and technological entities. It is worth noting the participation in normative organisations (ISO, AENOR, BEQUINOR) and in research and development groups and associations (GERG, EPRG).
Adaptations of plant jetties facilities are also being carried out for the small-scale, multi truck-to-ship (MTTS) project.

Enagás S.A. is aware of the wide diversity of scenarios and solutions that the energy sector could develop in the future in a broad sense. As a consequence and independently of other actions that are carried out in various areas of the company to anticipate events and adapt to the profound changes that will arrive, the area of R&D remains in contact with technologies complementary and/or alternative to natural gas and which can also use part or all of the gas infrastructure in its hypothetical future development and implementation. In this sense, the following are considered as more plausible technologies: mixtures of hydrogen with natural gas in certain percentages; pure hydrogen; biogas and biomethane.
Enagás is committed to developing non-electric renewable energies, such as green hydrogen and biogas/biomethane, as new key energy solutions for the decarbonisation process, and in order to bring about a circular economy.
Renewable gases play a key role in the decarbonisation process, and accordingly it is necessary to provide new alternatives that allow a sustainable mobility, with the options of synthetic natural gas and hydrogen of renewable origin.
These are some of the biogas, biomethane and hydrogen projects on which the company worked during 2019, proving its ability to anticipate and adapt:
In April 2019, the treasury shares of the Long-Term Incentive Plan (ILP) and the 2016-2018 Remuneration Policy were settled. This settlement involved the disposal of treasury shares amounting to 5,631 thousands of euros.
Also, on June 26, 2019, Enagás, S.A. finalised the process for acquiring treasury shares, which amounted to 501,946 shares, representing 0.19% of the Company's total shares, for a total of 9,876 thousands of euros (including associated expenses of 10 thousands of euros). This acquisition took place within the framework of the "Temporary Treasury Shares Buy-Back Scheme", whose exclusive aim was to meet the obligations of delivering shares to the Executive Directors and members of the Enagás Group management team under the current remuneration scheme according to the terms and conditions of the 2019–2021 Long-Term Incentive Plan (ILP) and Remuneration Policy approved at the General Shareholders' Meeting on March 29, 2019. The shares were purchased in compliance with the conditions set out in Article 5 of Regulation EC/2273/2003 and subject to the terms authorised at the General Shareholders' Meeting held on March 29, 2019. Management of the Temporary Treasury Share Buy-Back Scheme was entrusted to Banco Bilbao Vizcaya Argentaria (BBVA), which carried out the transaction on behalf of Enagás, S.A. independently and without exercising influence on the process (Note 4.4).
The movement in treasury shares in 2019 was as follows:
| Company | No. of shares purchase d |
No. of ILP shares implemented 2016-2018 |
Total No. of shares |
|---|---|---|---|
| January 1, 2019 | 307,643 | ||
| Treasury shares for remuneration systems |
405,084 | (210,781) | 194,303 |
| December 31, 2019 | 501,946 |

On February 17, 2020, the Board of Directors of Enagás, S.A. authorised the Annual Accounts and the Management Report for the year ended December 31, 2019, consisting of the accompanying documents, signed and sealed by the Secretary with the Company's stamp, for issue, in accordance with Article 253 of the Corporate Enterprise Act and Article 37 of the Code of Commerce, and remaining applicable standards.
In accordance with the provisions of Article 262.5 of the Consolidated Text of the Corporate Enterprise Act and the reference contained in the Management Report of the individual company Enagás, S.A. corresponding to the year ended December 31, 2019, Enagás, S.A., as a subsidiary of the Enagás Consolidated Group of companies, includes the Non-Financial Information Statement in the Consolidated Management Report of
Enagás, pursuant to the provisions of Law 11/2018 governing nonfinancial and diversity reporting.
DECLARATION OF RESPONSIBILITY. For the purposes of Article 8.1.b) of Royal Decree 1362/2007, of October 19, the undersigned directors state that, to the best of their knowledge the Annual Accounts, prepared in accordance with applicable accounting principles, provide a true and fair view of the equity, financial position and results of the Company and that the Management Report includes a fair analysis of the performance and results of the businesses and the situation of the Company, together with the description of the main risks and uncertainties faced. They additionally state that, to the best of their knowledge, the directors not signing below did not express dissent with respect to the Annual Accounts or the Management Report.
Mr Marcelino Oreja Arburúa (Signed the original in Spanish)
Mr Antonio Llardén Carratalá (Signed the original in Spanish)
Sociedad Estatal de Participaciones Industriales-SEPI Mr Antonio Hernández Mancha (Represented by Mr Bartolomé Lora Toro) (Signed the original in Spanish)
Ms Patricia Urbez Sanz (Signed the original in Spanish)
Mr Martí Parellada Sabata (Signed the original in Spanish)
Mr Luis García del Río (Signed the original in Spanish)
Mr Gonzalo Solana González (Signed the original in Spanish)
Mr Ignacio Grangel Vicente (Signed the original in Spanish)
Mr Rafael Piqueras Bautista (Signed the original in Spanish) (Signed the original in Spanish)
Ms Ana Palacio Vallelersundi (Signed the original in Spanish)
Mr Santiago Ferrer Costa (Signed the original in Spanish)
Ms Rosa Rodríguez Diaz (Signed the original in Spanish)
Ms Isabel Tocino Biscarolasaga (Signed the original in Spanish)



| Financial year-end: | 31/12/2019 | |
|---|---|---|
| CORPORATE TAX CODE: | A-28294726 | |
| Corporate name: ENAGÁS, S.A. |
||
| Registered office: |
PASEO DE LOS OLMOS, 19 MADRID

| Date of last | Share capital (€) | Number of | Number of | |
|---|---|---|---|---|
| modification | shares | voting rights | ||
| 20/12/2019 | 392,985,111.00 | 261,990,074 | 261,990,074 |
Indicate whether different types of shares exist with different associated rights:
A.2. List the direct and indirect holders of significant ownership interests at year-end, excluding directors:
| Name or corporate name of shareholder |
to shares | % of voting rights assigned | % of voting rights through financial instruments |
total % of voting | |
|---|---|---|---|---|---|
| Direct | Indirect | Indirect | rights | ||
| BLACKROCK INC | 0.00 | 3.20 | 0.00 | 0.17 | 3.38 |
| STATE STREET CORPORATION |
0.00 | 3.00 | 0.00 | 0.00 | 3.00 |
| BANK OF AMERICA CORPORATION |
0.00 | 3.61 | 0.00 | 0.00 | 3.61 |
| AMANCIO ORTEGA GAONA |
0.00 | 5.00 | 0.00 | 0.00 | 5.00 |
| NORGES BANK | 2.80 | 0.00 | 0.00 | 0.21 | 3.01 |
Detail of indirect stake:
| Name or corporate name of the indirect holder |
Name or corporate name of the direct holder |
% of voting rights assigned to shares |
% of voting rights through financial instruments |
total % of voting rights |
|---|---|---|---|---|
| BLACKROCK INC | BLACKROCK INC | 3.20 | 0.17 | 3.38 |
| STATE STREET CORPORATION |
STATE STREET CORPORATION |
3.00 | 0.00 | 3.00 |
| BANK OF AMERICA CORPORATION |
BANK OF AMERICA CORPORATION |
3.61 | 0.00 | 3.61 |
| AMANCIO ORTEGA GAONA |
AMANCIO ORTEGA GAONA |
5.00 | 0.00 | 5.00 |

| Name or corporate name of the indirect holder |
Name or corporate name of the direct holder |
% of voting rights assigned to shares |
% of voting rights through financial instruments |
total % of voting rights |
|---|---|---|---|---|
| NORGES BANK | NORGES BANK | 0.00 | 0.21 | 0.21 |
Indicate the most significant movements in the shareholder structure during the year:
Most significant movements
At December 31, 2019, RETAIL OEICS AGGREGATE was not registered as significant shareholders in the information published on the CNMV's website. Since December 24, 2019 AMANCIO ORTEGA GAONA has been registered as a significant shareholder in the information published on the CNMV website.
A.3. Complete the following tables on members of the board of directors holding voting rights through company shares:
| Name or corporate name of director |
% of rights |
% of voting rights voting through financial assigned instruments to shares |
total % of voting rights |
% of voting rights that can be transmitted through financial instruments |
|||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| MR GONZALO SOLANA GONZÁLEZ |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| MR MARCELINO OREJA ARBURÚA |
0.00 | 0.00 | 0.01 | 0.00 | 0.01 | 0.00 | 0.00 |
| MR ANTONIO LLARDÉN CARRATALÁ |
0.03 | 0.00 | 0.03 | 0.00 | 0.06 | 0.00 | 0.00 |
| MR MARTÍ PARELLADA SABATA |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
5.00 | 0.00 | 0.00 | 0.00 | 5.00 | 0.00 | 0.00 |
| % of total voting rights held by the Board of Directors | 5.07 |

Detail of indirect stake:
| Name or corporate name of director |
Name or corporate name of the direct holder |
% of voting rights assigned to shares |
% of voting rights through financial instruments |
Total % of voting rights |
% of voting rights that can be transmitted through financial instruments |
|---|---|---|---|---|---|
| No data |
A.4. Indicate, as applicable, any family, commercial, contractual or corporate relationships between owners of significant shareholdings, insofar as these are known by the company, unless they are insignificant or arise from ordinary trading or exchange activities, except for those entered in section A.6:
| Related party name or corporate name | Type of relationship | Brief description |
|---|---|---|
| No data |
A.5. Indicate, as applicable, any commercial, contractual or corporate relationships between owners of significant shareholdings, and the company and/or its group, unless they are insignificant or arise from ordinary trading or exchange activities:
| Related party name or corporate name | Type of relationship | Brief description |
|---|---|---|
| BANK OF AMERICA CORPORATION | Corporate | Dividends and other benefits paid 13,442 thousands of euros. |
| SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
Corporate | Dividends and other benefits paid 18,598 thousands of euros. |
| BLACKROCK INC | Corporate | Dividends and other benefits paid 12,587 thousands of euros. |
| STATE STREET CORPORATION | Corporate | Dividends and other benefits paid 11,187 thousands of euros. |
| SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
Contractual | Expenses related to services received: 17 thousands of euros. |
| NORGES BANK | Corporate | Dividends and other benefits paid 10,741 thousands of euros |

A.6. Describe the relationships, unless they are scarcely relevant to the two parties, between the significant shareholders or those represented on the board and the directors, or their representatives, in the case of legal entity directors.
Explain, where appropriate, how significant shareholders are represented. Specifically, those directors who have been appointed on behalf of significant shareholders, those whose appointment has been put forward by significant shareholders, or who are bound to significant shareholders and / or entities of their group, with a specification of the nature of such binding relationships, will be indicated. In particular, where appropriate, the information shall mention the existence, identity and position of board members or representatives of directors, if any, of the listed company, who are, in turn, members of the governing body, or their representatives, in companies that hold significant stakes in the listed company or in entities of the group of said significant shareholders:
| Name or corporate name of related director or representative |
Name or corporate name of related significant shareholder |
Corporate name of the group's company of the significant shareholder |
Description of relationship/role |
|---|---|---|---|
| MR SANTIAGO FERRER COSTA |
SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
Proprietary director of Enagás S.A., appointed at the suggestion of Sociedad Estatal de Participaciones Industriales. |
| MR BARTOLOMÉ LORA TORO | SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
Vice Chairman. |
Indicate whether the company is aware of the existence of any concerted actions among its shareholders. Give a brief description as applicable:
[ ] Yes [ √ ] No

N/A
A.8. Indicate whether any individuals or legal entity currently exercise control or could exercise control over the company in accordance with article 5 of the Securities Market Act. If so, identify:
[ ] Yes [ √ ] No
A.9. Complete the following tables on the company's treasury share:
At year-end:
| Number of shares | Number of shares | % of total share |
|---|---|---|
| held directly | held indirectly (*) | capital |
| 501,946 | 0.19 |
(*) Through:
| Name or corporate name of the direct shareholder |
Number of shares held directly |
|---|---|
| No data |
Explain the significant variations during the financial year:
Explain the significant variations
N/A

The acquisition price shall not be more than 15% higher or lower than the average weighted share price of the session prior the acquisition.
The authorisation is granted for a maximum of five years from adoption of this resolution.
In accordance with article 146 of the Corporate Enterprises Act, it is hereby expressly stated that the shares acquired pursuant to this authorisation may, in whole or in part, be directly awarded to employees or directors of the company or of companies belong to its Group, or that the purchase is the result of the exercise of employee or director options.
This resolution repeals and leaves without effect by the amount not used the authorisation granted by the General Shareholders' Meeting of April 30, 2010 for the derivative acquisition of treasury shares".
A.11. Estimated floating capital:
| % | |
|---|---|
| Estimated floating capital | 90.00 |
A.12. Give details of any restriction (statutory, legislative or otherwise) on the transferability of securities and/or any voting right restriction. In particular, the existence of any type of restrictions that may make it difficult to take control of the company through the acquisition of its shares in the market, as well as authorisation or prior notice arrangements that, on acquisitions or transfers of financial instruments of the company are applicable by sectoral regulations.
| [ √ ] | Yes |
|---|---|
| [ ] | No |
Description of restrictions
Restrictions under law:
Additional Provision 31 of Law 34/1998, of October 7, on the Hydrocarbons Sector, in force since the enactment of Act 12/2011, of May 27, governing civil liability for nuclear damage or damage caused by radioactive materials, specifies in section 2 that:
"No natural person or legal person may hold, directly or indirectly, an interest in the parent company (ENAGÁS, S.A.) representing more than 5% of share capital or exercise more than 3% of its voting rights. Under no circumstances may such shareholdings be syndicated. Any party operating within the gas sector, including natural or legal persons that directly or indirectly own equity holdings in the former of more than 5%, may not exercise voting rights over 1%. These restrictions do not apply to direct or indirect interests held by public sector enterprises. Under no circumstances may share capital be syndicated. Likewise, the combined total of direct or indirect holdings owned by parties that operate within the natural gas sector may not exceed 40% (...)". (continues in Chapter H."OTHER INFORMATION OF INTEREST": EXPLANATORY NOTE ON SECTION A.12.)
A.13. Indicate whether the general shareholders' meeting has agreed to take neutralisation measures to prevent a public takeover bid by virtue of the provisions of Act 6/2007.
| [ ] | Yes |
|---|---|
| [ √ ] | No |

If applicable, explain the measures adopted and the terms under which these restrictions may be lifted:
A.14. Indicate whether or not the company has issued securities not traded in a regulated market of the European Union.
| [ ] | Yes |
|---|---|
| [ √ ] | No |
If so, identify the various classes of shares and, for each class of shares, the rights and obligations they confer:
"The shareholders, when constituted as a duly summoned General Meeting, shall by a majority of votes as determined by law decide upon the matters that fall within the powers of the General Meeting. The General Meeting is responsible for addressing and agreeing upon the following issues: (...) and states in section c) amendments to the Articles of Association".
Likewise, article 26 states that:
"An ordinary or extraordinary General Meeting may validly resolve to increase or reduce capital, make any other alterations to the Articles of Association, issue bonds, remove or restrict the pre-emptive subscription right for new shares, and restructure, merge or split the company, transfer all the assets and liabilities thereof, or move the registered office to outside Spain, if, at the original date and time specified in the notice of meeting, there are present, in person or by proxy, shareholders representing at least fifty percent of voting subscribed capital.
At second call, the attendance or representation of shareholders holding at least twenty-five percent of subscribed voting capital shall be
sufficient". Likewise, article 13.3 of the Rules and Regulations of the General Shareholders' Meeting states that:
"An absolute majority of shareholders holding at least fifty percent of the subscribed capital with voting rights is required to validly adopt resolutions to increase or decrease capital, make any other amendment to the Articles of Association, issue bonds, eliminate or restrict pre-emptive subscription rights for new shares, transform, merge, spin off or globally assign assets and liabilities, and transfer the registered office abroad. However, the favourable vote of shareholders representing two-thirds of the share capital present or represented is required when, on second call, shareholders holding at least twenty-five percent of the subscribed capital with voting rights are present and the aforementioned fifty percent threshold is not reached".

B.4. Indicate the attendance figures for the General Shareholders' Meetings held during the year referred to in this report and those of previous years:
| Attendance data | |||||
|---|---|---|---|---|---|
| Date of general meeting | % | % of | % remote voting | Total | |
| attending in person | representation | Electronic means | Other | ||
| 31/03/2017 | 0.15 | 39.01 | 0.00 | 6.49 | 45.65 |
| Of which floating capital | 0.14 | 37.06 | 0.00 | 6.17 | 43.37 |
| 22/03/2018 | 0.28 | 40.17 | 0.00 | 5.18 | 45.63 |
| Of which floating capital | 0.27 | 38.16 | 0.00 | 4.92 | 43.35 |
| 29/03/2019 | 0.20 | 45.55 | 0.04 | 5.26 | 51.05 |
| Of which floating capital | 0.19 | 43.27 | 0.04 | 4.99 | 48.49 |


C.1.1 Maximum and minimum number of directors included in the articles of association and the number set by the general meeting:
| Maximum number of Directors | 14 |
|---|---|
| Minimum number of Directors | 6 |
| Number of directors set by the shareholders' meeting |
13 |
| Name or corporate name of director |
Representative | Director category |
Position on the board |
Date first appointment |
Date last appointment |
Election procedure |
|---|---|---|---|---|---|---|
| MS ANA PALACIO VALLELERSUNDI |
Independent | INDEPENDENT LEADING DIRECTOR |
25/03/2014 | 22/03/2018 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| MR GONZALO SOLANA GONZÁLEZ |
Independent | DIRECTOR | 25/03/2014 | 22/03/2018 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| MR ANTONIO HERNÁNDEZ MANCHA |
Independent | DIRECTOR | 25/03/2014 | 22/03/2018 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| MR MARCELINO OREJA ARBURÚA |
Executive | CHIEF EXECUTIVE OFFICER |
17/09/2012 | 22/03/2018 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| MR SANTIAGO FERRER COSTA |
Proprietary | DIRECTOR | 15/10/2018 | 29/03/2019 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| MR IGNACIO GRANGEL VICENTE |
Independent | DIRECTOR | 22/03/2018 | 22/03/2018 | VOTE AT GENERAL SHAREHOLDERS' MEETING |

| Name or corporate name of director |
Representative | Director category |
Position on the board |
Date first appointment |
Date last appointment |
Election procedure |
|---|---|---|---|---|---|---|
| MR LUIS GARCÍA DEL RÍO |
Independent | DIRECTOR | 31/03/2017 | 31/03/2017 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| MS ISABEL TOCINO BISCAROLASAGA |
Independent | DIRECTOR | 25/03/2014 | 22/03/2018 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| MR ANTONIO LLARDÉN CARRATALÁ |
Executive | CHAIRMAN | 22/04/2006 | 22/03/2018 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| MR MARTÍ PARELLADA SABATA |
Other External | DIRECTOR | 17/03/2005 | 31/03/2017 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| MS ROSA RODRÍGUEZ DÍAZ |
Independent | DIRECTOR | 24/04/2013 | 31/03/2017 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
MR BARTOLOMÉ LORA TORO |
Proprietary | DIRECTOR | 25/04/2008 | 18/03/2016 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
| MS PATRICIA URBEZ SANZ |
Independent | DIRECTOR | 29/03/2019 | 29/03/2019 | VOTE AT GENERAL SHAREHOLDERS' MEETING |
|
| Total number of Directors | 13 |
Indicate the losses due to resignation, dismissal or for any other reason, in the board of directors during the reporting period:
| Name or corporate name of director |
Status of director upon resignation |
Date of last appointment |
Date of departure |
Specialized commissions of which she/he was a member |
Indicate if the departure occurred before the end of the mandate |
|---|---|---|---|---|---|
| MR LUIS JAVIER NAVARRO VIGIL |
Other External | 27/03/2015 | 29/03/2019 | Appointments, Remuneration and CSR Committee. |
NO |

| Name or corporate name of director |
Status of director upon resignation |
Date of last appointment |
Date of departure | Specialized commissions of which she/he was a member |
Indicate if the departure occurred before the end of the mandate |
|---|---|---|---|---|---|
C.1.3 Complete the following tables on board members and their respective categories:
| EXECUTIVE DIRECTORS | ||||
|---|---|---|---|---|
| Name or corporate name of director |
Position held in the company |
Profile | ||
| MR MARCELINO OREJA ARBURÚA |
Chief Executive Officer | Marcelino Oreja has been Chief Executive Officer of Enagás since September 2012. Currently, he is also a Trustee of the Transforma España Foundation. Marcelino Oreja is a Patent and Trademark Agent. He holds a degree in Industrial Engineering from the School of Engineering (ICAI) at the Pontifical University of Comillas and completed the Global CEO Programme and the Advanced Management Programme, both at the IESE Business School. Between 1992 and 1997 he was General Secretary of the National Confederation of Young Entrepreneurs, maintaining close collaboration with the Spanish Confederation of Entrepreneurs. In his international and strategic development he has been an adviser to companies such as COMET or SERVICOM. He founded DEF-4 patents and trademarks, which he sold to Garrigues Andersen in 1997, becoming its General Manager. Among other senior positions, he was the International Director of Aldeasa, General Manager of EMTE and, following the merger with COMSA, General Manager of COMSA EMTE (the second biggest unlisted Spanish group in the infrastructure and technology sector). He was also Chairman of the FEVE railway company. In the political sphere, he was a Member of the European Parliament from 2002 to 2004. He was also a Board Member of the Basque Viaje interior por África Energy Agency. He is the author of two books: (2000) and Cultura emprendedora y la Unión Europea (2003). |
||
| MR ANTONIO LLARDÉN CARRATALÁ |
Chairman | Antonio Llardén has been the Executive Chairman of Enagás since 2007. In addition, he currently holds the office of Chairman of the Foundation for Energy and Environmental Sustainability (Funseam), formed by the major companies operating in the energy market in Spain, as well as being a member of the Executive Committee and the Spanish Energy Club Management Board and of the CEOE Business Action Council and the Business Leadership Forum. He is a Trustee of the Elcano Royal Institute of International and Strategic Studies (chaired by His Majesty King Felipe VI of Spain), of the Princess of Girona Foundation (whose Honorary President is H.R.H. Princess of Asturias and Girona), of the Spain-Peru Council Foundation, of Aspen Institute Spain, of the Spain-United States Council Foundation and of the Foundation of Studies of Applied Economics (FEDEA). Antonio Llardén collaborates with different institutions related to the world of music. |

| EXECUTIVE DIRECTORS | ||||
|---|---|---|---|---|
| Name or corporate name of director |
Position held in the company |
Profile | ||
| He is a Trustee of the Reina Sofia Royal College of Music and a member of the Teatro Real Board of Protectors and of its Monitoring Committee. He is an Industrial Engineer and studied at the Higher Technical School of Industrial Engineering of the Polytechnic University of Catalonia in Barcelona, and has wide experience in the business sector. Throughout his career he has held various senior positions in the infrastructure and energy sectors. He has been Chairman of the gas employer Sedigas, and also a member of the Board of Directors of Eurogas and of the Executive Committee of the International Gas Union (IGU). He has been a Director in several companies. In 2007 he chaired the LNG World Congress, which periodically brings together the main players in the natural gas sector every three years. He has also been Dean of the College of Engineers; member of the Social Council of the Autonomous University of Barcelona and Chairman of its Economic Commission. He is a Knight of the National Order of the Legion of Honour, the highest award granted by France for eminent merits in service to the country. He is currently a visiting professor at several universities and business schools. |
||||
| Total number of Executive Directors | 2 |
| % of the Board | 15.38 | ||||
|---|---|---|---|---|---|
| EXTERNAL PROPRIETARY DIRECTORS | |||||
| Name or corporate name of director |
Name or corporate name of significant shareholder represented or proposing appointment |
Profile | |||
| MR SANTIAGO FERRER COSTA |
SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
- Graduate in Economics and Business Administration. - Director of the Economic and Social Council (CES) of the Balearic Islands. - Member of the Economic Committee of the Economic and Social Council (CES) of the Balearic Islands. - Chief Executive Officer of Morna Assessors, associated with Grupo Tax Economistes i Advocats. - Practising economist with No. 981 of the Association of Economists of the Balearic Islands. |
|||
| SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
- Vice Chairman of SEPI. - A graduate in Economic and Business Sciences through CUNEF, specializing in Finance and Executive MBA through the Business Institute. - He started his professional career at Bankinter and held positions in the financial area at Enfersa and Ferrovial. - He joined the National Institute of Industry (INI) in 1990. - He was appointed director of Planning in 2000 and director of Subsidiaries in 2002, joining SEPI's Management Committee. |

| EXTERNAL PROPRIETARY DIRECTORS | |||
|---|---|---|---|
| Name or corporate name of director |
Name or corporate name of significant shareholder represented or proposing appointment |
Profil e |
|
| -He has been a member of the Boards of Directors of NAVANTIA, ALESTIS, ITP and TRAGSA. |
| Total number of proprietary directors | 2 |
|---|---|
| % of the Board | 15.38 |
| INDEPENDENT EXTERNAL DIRECTORS | ||
|---|---|---|
| Name or corporate name of director |
Profile | |
| MS ANA PALACIO VALLELERSUNDI |
Lawyer, founder of Palacio & Asociados law firm. • Independent Leading Director of Enagás, Director of Pharmamar and Director of AEE Power. • Elective member of the Spanish Council of State (2012-2018). • Member of Investcorp's International Advisory Committee and Member of the International Advisory Council of Office Chérifien des Phosphates (OCP). Member of IE Business School's Governing Board. • Member of the External Advisory Council of Energy Future Initiative (EFI). • Member of the World Economic Forum's Global Agenda Council and Member of the Executive Board of the Atlantic Council of the United States. • Member of the governing bodies of a number of research centres and public institutions: the MD Anderson Cancer Center, the Science Board of Real Instituto Elcano and the Global Leadership Foundation. • Guest lecturer at Edmund A. Walsh School of Foreign Service at Georgetown University. • Regular contributor to "Project Syndicate", among other media. • Regular participant as panellist in international conferences and forums; in the energy sector, among others, the Istanbul G-20 International Energy Forum; the Atlantic Council Energy & Economic Summit, Atlantic Council Energy Forum and the Schlessinger Awards Energy Security Conference. She was invited as a speaker by the International Energy Agency (IEA) (2017). • Holder of equivalent master's degrees in law, political science and sociology. • Honorary doctorate in humanities from Georgetown University and winner of the 2016 Sandra Day O'Connor Justice Prize and Officer of the National Order of the Legion of Honour of the Republic of France (2016). • Member of the European advisory council of The European House - Ambrosetti (2015-2016).• Coordinator of the Trans-European Transport Network (2014). • Member of the Advisory Council of Foreign Affairs and Security (2010-2014) and of the Committee for the Appointment of Judges and Advocates-General of the European Union Court of Justice and the General Court (2010-2013). • Adviser to the European Commission on justice, fundamental rights and citizenship (2010-2012). • Vice President and member of the Executive Committee of AREVA (2008-2009). • Senior Vice President and General Counsel of the World Bank (2006-2008). • Secretary General of the International Center for the Settlement of Investment Disputes (2006-2008). • Member of the Spanish Parliament, Chairwoman of the Joint Committee of the Two Houses for EU affairs (2004-2006). • Spain's first woman Minister of Foreign Affairs (2002-2004). • Member of the Presidium of the Convention for the Future of Europe: She participated in the debate and the drafting of the European Constitution project (2001-2003). |

| INDEPENDENT EXTERNAL DIRECTORS | ||
|---|---|---|
| Name or corporate name of director |
Profile | |
| Member of the European Parliament, Chairwoman of the Legal Affairs and Internal Market, Citizen Rights, Justice and Internal Affairs Committees, and Chairwoman of the Conference of Committee Chairmen (1994-2002). |
||
| MR GONZALO SOLANA GONZÁLEZ |
Director of the Nebrija Santander Chair in International Business Management. • Professor of international economics at a number of universities. • Founding partner of the law firm Huerta & Solana specialising in competition law and regulations. • Independent Director of OMIClear, Chairman of the Audit Committee and Vice Chairman of the Risk Committee. • Member of the board of trustees of the Corell Foundation and coordinator of the mobility Think Tank. • President of the Tribunal for the Defence of Competition (2000- 2005). • Vice President and Director of Analysis and Strategy of the High Council of Chambers of Commerce (2006-2011) and Director of Study Services at the High Council of Chambers of Commerce (1986-2000). • Former member of the National Institute of Statistics (INE)(1986-2000 and 2006-2011) and Chairman of the Regional Statistics Committee of the INE. • Economist at the Institute for Economic Studies (1981-1986). • Professor of Applied Economics at the University of San Pablo CEU and of International economics at the University of Deusto. |
|
| MR ANTONIO HERNÁNDEZ MANCHA |
Public prosecutor. • Member of the Court of Arbitration of Madrid's Chamber of Commerce and Industry of Madrid. • Founding President and Sole Director of Apple Energy Group Iberia, S.L. • Member of CIMA (Civil and Mercantile Arbitration Court). • Former Vice President of NAP de las Américas Madrid, S.A. • Former Chief Executive Officer of NAP de África Occidental e Islas Canarias, S.A. |
|
| MR IGNACIO GRANGEL VICENTE |
• • Ex-Chairman of OMEL (Electricity Market Operator). • Ex-Director of MIBGAS and MIBGAS Derivatives. • Member of the Expert Commission on energy transition scenarios. • Managing Partner of the Department of Public Law and Regulated Sectors of CMS Albiñana & Suárez de Lezo. • Ex-Director of the Legal Advisory and Ex-Vice-secretary General of REE (2015-2017). • Former Director of the Cabinet of the Secretary of State for Energy. Ministry of Industry, Energy and Tourism (2012-2015). • Ex-Member of the Board of Directors of the Strategic Petroleum Products Reserves Corporation (2012-2015). • Ex-Director of the National Radioactive Waste Company. Ex Chairman of the Audit and Control Committee. (March 2012-2015). • Lawyer of the State (2004), having completed the Higher Programme in Energy Law of the Institute of Business (2011). |
|
| MR LUIS GARCÍA DEL RÍO |
Public prosecutor, currently on leave of absence. • Former Director of internal law assistance of Repsol Butano S.A. and former secretary of its Board (2003-2005). • Former Director of regulations regarding vice presidency of exploration and production and natural gas of Grupo Repsol (2005-2008). • Former Director of YPF,S.A. (Independent Director). • Arbitrator and practising Lawyer (Partner of the firm DRL Abogados corresponding to the professional limited company GARCÍA DEL RÍO & LARRAÑAGA S.L.P). |
|
| MS ISABEL TOCINO BISCAROLASAGA |
• Vice President of Santander Spain. • Former President of Banco Pastor. • Independent Director of ENCE. • Former Spanish Minister for the Environment (1996-2000). • Former President for Spain and Portugal and former Vice President of Siebel (subsequently acquired by Oracle). • Former legal adviser to the Nuclear Energy Board (currently CIEMAT). • Member of the Spanish Royal Academy of Doctors. |

| INDEPENDENT EXTERNAL DIRECTORS | ||
|---|---|---|
| Name or corporate name of director |
Profile | |
| MS ROSA RODRÍGUEZ DÍAZ |
Doctorate in Economics and Business Administration. • In her capacity as Tenured Professor of the Department of Financial Economics and Accounting of the University of Las Palmas de Gran Canaria, has financial and accounting knowledge. • Member of the Board of Directors of Energías Renovables NAVCAN, S.L. • Member of the Board of Directors of Eólica Las Cabras, S.L.U. • Former Vice Secretary of Tax Administration and Planning for the government of the Canary Islands. • Former Vice President of Gran Canaria's Cabildo. • Former member of the Board of Directors of the collecting company of the City of Las Palmas of Gran Canaria, ERELPA, S.A., (1999-2003). • Former member of the Board of Directors of EMALSA, S.A. (1999-2003). • Former President of the autonomous collection agency dependent on the Cabildo de Gran Canaria VALORA GESTIÓN TRIBUTARIA (2003-2007 and 2011-2012). • Former member of the Board of Directors of SERVICIO INSULAR DE ABASTECIMIENTO DE LECHE, S.A. (SIALSA), (2003-2007). • Former member of the Board of Directors of the SOCIEDAD DE PROMOCIÓN ECONÓMICA DE GRAN CANARIA (SPEGC), exercising mainly the functions of economic and financial control (2003- 2007) and Vice President (2011-2012). • Former member of the Board of Directors of the Sociedad de Avales de Canarias S.G.R.-SOGAPYME (2003-2007). Former Vice President of the Board of Directors of La Caja de Canarias (2004-2007). • Former member of the Governing Council of the University of Las Palmas de Gran Canaria and member, among others, of the Economic Commission, (2003-2007). • Former member of the Commission for the Plenary of Budgets, Economy and Finance of the Parliament of the Canary Islands in its VII Legislature (2007-2010). |
|
| MS PATRICIA URBEZ SANZ |
Head of Public Sector at Fujitsu Spain. Member of the Executive Committee of Fujitsu Iberia. She holds a degree in Telecommunications Engineering from the University of Zaragoza, complemented by several exclusive management programmes: Transformational Leadership Program, ICLD, Fundación CEDE, Spain (2016); Atos Executive GOLD (Talent Development Programme), HEC Paris, France (2014); Masters in Logistics (APICS) - CEL (Spanish Logistics Centre), Spain (2000) and the ESADE Programme for Directors. With more than 24 years of professional experience in the world of Information and Communication Technologies (ICT), she has developed her professional career in multinational companies: Accenture (Spain), as Manager (different areas - Banking, Telecommunications, Utilities, Public Sector - and responsibilities). Mercedes Benz (Germany and the Netherlands), as Director of the SAP Logistics Consulting Department in the Daimler Chrysler Solution Center. Atos Origin (Spain) as Consulting Director and Market Director- Public Sector Spain. Atos Corporation (France) as Vice President Head of Public Sector, Health and Transport Vertical Portfolio - Worldwide. Fujitsu Technology Solutions (Spain) where she holds her current position. She is a member of the AED (Spanish Association of Directors) and collaborator of the ILCD alumni group. She actively participates in media outreach activities, being co-founder of the think-tank #somosmujerestech and author of numerous articles in business communication. |
|
| Total number of Independent Directors | 8 |
|---|---|
| % of the Board | 61.54 |

List any independent director who receives from the company or group any amount or payment other than standard director remuneration or who maintains or has maintained during the period in question a business relationship with the company or any group company, either in their own name or as a significant shareholder, director or senior manager of an entity which maintains or has maintained the said relationship.
If applicable, include a statement from the board detailing the reasons why the said director may carry on his duties as an independent director.
| Name or corporate name of director |
Description of the relationship | Motivated statement |
|---|---|---|
| MS ANA PALACIO VALLELERSUNDI |
Not applicable. | Not applicable. |
| MR GONZALO SOLANA GONZÁLEZ |
Not applicable. | Not applicable. |
| MR ANTONIO HERNÁNDEZ MANCHA |
Not applicable. | Not applicable. |
| MR IGNACIO GRANGEL VICENTE |
Not applicable. | Not applicable. |
| MR LUIS GARCÍA DEL RÍO |
Not applicable. | Not applicable. |
| MS ISABEL TOCINO BISCAROLASAGA |
Not applicable. | Not applicable. |
| MS ROSA RODRÍGUEZ DÍAZ |
Not applicable. | Not applicable. |
| MS PATRICIA URBEZ SANZ |
Not applicable. | Not applicable. |
| OTHER EXTERNAL DIRECTORS | |||
|---|---|---|---|
| Identify all other external directors and explain why these cannot be considered proprietary or independent directors and detail their relationships with the company, its executives or shareholders: |
|||
| Name or corporate name of director |
Reasons | Company, executive or shareholder with whom the relationship is maintained |
Profile |
| MR MARTÍ PARELLADA SABATA |
For having been a Director of the Company for a continuous period of more than 12 years. |
ENAGÁS, S.A. | Professor at the University of Barcelona. • Member of the Governing Council and Chairman of the Standing Committee of the Hospital Clinic of Barcelona. |

| OTHER EXTERNAL DIRECTORS | |||
|---|---|---|---|
| Identify all other external directors and explain why these cannot be considered proprietary or independent directors and detail their relationships with the company, its executives or shareholders: |
|||
| Name or corporate name of director |
Reasons | Company, executive or shareholder with whom the relationship is maintained |
Profile |
| The Board of Directors has adopted the practice of not proposing to the General Shareholders' Meeting the re election of Independent Directors who have continuously been directors for over 12 years and who would thus lose their status as Independent Directors if re-elected in accordance with Article 529 duodecies. 4 i) of the Consolidated Text of the Corporate Enterprises Act. Nevertheless, according to applicable laws, the Articles of Association and the Rules and Regulations of the Organisation and Functioning of the Board of Directors of Enagás, S.A., there is nothing to stop an Independent Director from being re elected even if he or she has been a Director continuously for over 12 years, if there are sufficient grounds to justify that course of action and the structure of the Board overall continues to fulfil the company's good governance policy which is that most of the members of the Board of Directors have to be Independent Directors. In such case and in accordance with Article 529 duodecies of the Consolidated Text of the Corporate Enterprises Act and Article 9 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors of Enagás, the Director cannot be classified as Independent and will instead be included within the category of "other external directors" pursuant to Article 3.2 b3 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors. |
Chairman of the Barcelona Economic Institute Foundation. • Trustee of the Energy and Environmental Sustainability Foundation. |

| OTHER EXTERNAL DIRECTORS | |||
|---|---|---|---|
| Identify all other external directors and explain why these cannot be considered proprietary or independent directors and detail their relationships with the company, its executives or shareholders: |
|||
| Name or corporate name of director |
Reasons | Company, executive or shareholder with whom the relationship is maintained |
Profile |
| In the specific case of the Director Mr Martí Parellada Sabata, the Board, with the approval of the Appointments, Remuneration and Corporate Social Responsibility Committee, consists that on the whole there are sufficient grounds, in the company's interests, for him to remain on the Board of Directors of Enagás. His occupation as a Professor of Applied Economics helps the Board of Directors to have an overview of the general background in which the company operates, thereby completing the general skills map of the Board of Directors in different areas of expertise, and from a perspective which for the time being is not covered by other Board members. His professional experience is coupled with his deep knowledge of the business and activities of the Company, to which he adds rigour in the exercise of the position of Director. |
|||
| Total number of other external directors 1 |
% of the Board 7.69
| Name or corporate name of director |
Date of the change | Former category | Actual category |
|---|---|---|---|
| No data |

C.1.4 Complete the following table with information regarding the number of female directors over the last four financial years, and their category:
| Number of female Directors | % of total directors of each category |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | 2016 | 2019 | 2018 | 2017 | 2016 | |
| Executive | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Proprietary | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Independent | 4 | 3 | 3 | 3 | 50.00 | 37.50 | 37.50 | 37.50 |
| Other external | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Total | 4 | 3 | 3 | 3 | 30.77 | 23.08 | 23.08 | 23.08 |
[ ] No
[ ] Partial policies
If the answer is yes, describe these diversity policies, their objectives, the measures and the way in which they have been applied and their results in the financial year. The specific measures adopted by the board of directors and the appointments and remuneration committee to achieve a balanced and diverse mix of directors must also be indicated.
If the company does not apply a diversity policy, explain the reasons why it does not do so.
Description of the policies, objectives, measures and manner in which they have been applied, as well as the results obtained
The Policy for the Selection of Directors, approved by the Board of Directors on September 19, 2016, establishes that in the procedure for the selection of new Directors it should be ensured that the proposals for appointment or re-election promote diversity in the Council, so they should be oriented to a preferential incorporation of women into Council and of persons who, because of their nationality or experience, have an international professional projection, in accordance with the strategy of the Company. The Director appointment or re-election proposals should pursue the goal of having at least 30% of total Board places occupied by female directors by the year 2020.
In addition, the Rules and Regulations of the Organisation and Functioning of the Board of Directors of Enagás, S.A. establishes that the Board is responsible for evaluating the report submitted by the Appointments, Remuneration and Corporate Social Responsibility Committee, the quality and efficiency of the Board's operation, in addition to the diversity in its composition and competences.
In turn, in relation to the appointment of the Director, the rules establish that the Board of Directors must ensure that the procedures for selecting its members promote diversity of age, gender, disability, experience and knowledge, that do not suffer from implicit biases that entail any discrimination and, in particular, that facilitate the selection of female directors on the board to guarantee an even balance between men and women.
After the appointments agreed-upon at the 2019 General Shareholders' Meeting, most of the Board members are Independent Directors. Of its thirteen members, nine will be Independent Directors and with four of its board members being women, Enagás has already reached in 2019 the diversity target of at least 30% of its Board of Directors members being women by 2020. Moreover, female directors perform important functions within the Board: Ana Palacio Vallelersundi is Independent Leading Director and Chairwoman of the Appointments,

, Remuneration and Corporate Social Responsibility Committee, Ms Isabel Tocino Biscarolasaga is Chairwoman of the Audit and Compliance Committee, Ms Rosa Rodriguez Díaz is member of the Audit and Compliance Committee and Ms Patricia Urbez Sanz is member of the Appointments, Remuneration and Corporate Social Responsibility Committee.
Finally, during 2018, the Internal Audit Department conducted a review of the application of diversity and non-discrimination principles in the human management process, which confirmed that an appropriate internal control framework exists.
C.1.6 Explain the measures taken, if applicable, by the appointments committee to ensure that the selection processes are not subject to implicit bias that would make it difficult to select female directors, and whether the company makes a conscious effort to search for female candidates who have the required profile to guarantee an even balance between men and women.
In order to select Directors, the Appointments, Remuneration and CSR Committee adheres to the provisions of the Director Selection Policy, approved by the Board of Directors at the request of this Committee on September 19, 2016. In application of this policy, the selection of a new Director takes into account at least the following criteria:
Suitable professional knowledge and experience; appointments are limited to persons of recognised prestige and who possess knowledge and experience suited to the exercise of their functions.
Requirements derived from the Hydrocarbons Sector Law: candidates must be able to satisfy the independence requirements demanded by Enagás' appointment as independent manager of the gas transmission network .
Requirements for Independent Directors: in addition to the previous criteria, which shall be applied to all Directors, regardless of their category, the persons selected in the category of Independent Directors must meet the requirements for independence under the provisions of the applicable law at all times, and the additional conditions for independence, as the case may be, stipulated in the company's internal regulations.
Commitment to fulfilling the duties and obligations of Directors: proposals for re-election of current members of the Board of Directors shall take into account the commitment demonstrated by the Directors during the year in which they held office, in fulfilling the duty of diligence and the duty of loyalty, and all the regulations to which, in their condition of Directors and, where applicable, as shareholders or high-ranking member of the company, they are subject under the Internal Code of Conduct in Matters Relating to Securities Markets, the Enagás Group Code of Ethics, the Code of Conduct of the Technical Manager of the Spanish Gas System and other laws or procedures derived from their application. Likewise, it will be judged whether their actions in the exercising of their office has been in good faith and in the best company's interest.
The Board of Directors shall ensure that the appointments encourage diversity within the Board, whereby they must focus on preferably incorporating women and people who due to their nationality or experience have an international professional profile, in accordance with the company's strategy. The Director appointment or re-election proposals have been focused on achieving the goal of having at least 30% of total Board places occupied by female directors in 2019.
Enagás Directors selection processes shall at all times take into account any other conditions, where applicable, determined by the company's Appointments, Remuneration and CSR Committee and the applicable laws.
In addition, for the presentation of the proposed candidates, the Appointments, Remuneration and CSR Committee receives support from executive recruitment and development firms of recognised prestige.
When, despite the measures taken, there are few or no female Directors, explain the reasons:
Enagás is aware that it must continue to encourage and facilitate the presence of women in the event of any vacancy arising on the Board, particularly for Independent Directors. In this regard, Enagás complies with Article 8 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors, which prescribes that selection procedures must be free of any implied bias against female candidates, and that the company shall seek out and include women with the target profile among the candidates for Board places.
At present, FOUR (4) of the THIRTEEN (13) members of the Board of Directors of Enagás are women: MS ROSA RODRÍGUEZ DÍAZ, MS ANA PALACIO VALLELERSUNDI, MS ISABEL TOCINO BISCAROLASAGA and MS PATRICIA URBEZ SANZ. Also, MS ROSA RODRÍGUEZ DÍAZ is a member of the Audit and Compliance Committee, MS PATRICIA URBEZ SANZ is a member of the Appointments, Remuneration and CSR Committee, MS ISABEL TOCINO BISCAROLASAGA chairs the Audit and Compliance Committee and MS ANA PALACIO VALLELERSUNDI is Independent Leading Director and chairs the Appointments, Remuneration and CSR Committee.

C.1.7 Explain the Appointments Committee conclusions on the checks carried out to ensure that the director selection policy is being complied with. Particularly whether the policy pursues the goal of having at least 30% of total board places occupied by female directors before the year 2020.
Policy for the Selection of Directors, approved by the Board of Directors on September 19, 2016, establishes that the Board of Directors should ensure that the proposals for appointment or re-election of Directors promote diversity in the Board, so they should be oriented to a preferential incorporation of women into the Board and of persons who, because of their nationality or experience, have an international professional projection, in accordance with the strategy of the Company. The Director appointment or re-election proposals have been focused on achieving the goal of having at least 30% of total Board places occupied by female directors in 2019.
Enagás Directors selection processes shall at all times take into account any other conditions, where applicable, determined by the company's Appointments, Remuneration and CSR Committee and the applicable laws.
In addition, for the presentation of the proposed candidates, the Appointments, Remuneration and CSR Committee receives support from executive recruitment and development firms of recognised prestige.
The report by the Appointments, Remuneration and CSR Committee of February 22, 2019, justifying the proposed re- election of a Director for the 2019 General Shareholders' Meeting includes the following:
"After the proposed appointments, most of the Board members are Independent Directors. Of its thirteen members, eight will be Independent Directors. With four of its board members being women, Enagás has already reached in 2019 the diversity target of at least 30% of its Board of Directors members being women by 2020. Moreover, female directors perform important functions within the Board: Ms Ana Palacio Vallelersundi is Independent Leading Director and chairs the Appointments, Remuneration and Corporate Social Responsibility Committee, Ms Isabel Tocino Biscarolasaga chairs the Audit and Compliance Committee and Ms Rosa Rodríguez Díaz is a Member of the Audit and Compliance Committee."
As of the date of this report, of the 13 members of the Board of Directors, 4 are women, reaching a percentage of 30.77% of female presence on the Board as referred to in section C.1.4 of this report.
| Name or corporate name of shareholder |
Justification | |
|---|---|---|
| No data |
Provide details of any rejections of formal requests for board representation from shareholders whose equity interest is equal to or greater than that of other shareholders who have successfully requested the appointment of Proprietary Directors. If so, explain why these requests have not been entertained:
[ ] Yes
[ √ ] No
| Name or corporate name of director or committee |
Brief description | ||
|---|---|---|---|
| MARCELINO OREJA ARBURÚA | Pursuant to the resolution passed by the Board of Directors of Enagás, S.A. on March 22, 2018, MR MARCELINO OREJA ARBURÚA was delegated 34 joint and several powers and 13 joint powers. These powers are those which the Board of Directors considered had to be delegated to the Chief Executive Officer within statutory limits, in accordance with Article 43 of the company's Articles of Association and Article 19 of the Board Regulations. |

| Name or corporate name of director or committee |
Brief description | ||
|---|---|---|---|
| These powers delegated to the Chief Executive Officer, MR MARCELINO OREJA ARBURÚA, by the Enagás' Board of Directors, were granted in the public deed dated April 20, 2018 and executed before the Notary Public of Madrid Mr Francisco Calderón Alvarez as a replacement for his colleague, the Notary Mr Pedro de la Herrán Matorras, and for his files, with number 863 in his notarial archive and is recorded in Volume 33579, Book 0, File 69, Section 8; Sheet M-6113; Entry 827 of the Madrid Companies Registry. Further details on the powers delegated by the Board of Directors are provided in section H) "OTHER INFORMATION OF INTEREST". (EXPLANATORY NOTE ON SECTION C.1.9 of this Report). |
C.1.10 List the board members, if any, who hold office as directors, representatives of directors or executives in other companies belonging to the listed company's group:
| Name or corporate name of director |
Corporate name of the group company |
Position | Do they have executive duties? |
|---|---|---|---|
| MR MARCELINO OREJA ARBURÚA |
COMPAÑIA TRANSPORTISTA DE GAS CANARIAS, S.A. |
REPRESENTATIVE OF SOLE DIRECTOR |
YES |
| MR MARCELINO OREJA ARBURÚA |
ENAGAS EMPRENDE, S.L.U. | JOINT DIRECTOR | YES |
| MR MARCELINO OREJA ARBURÚA |
ENAGAS SERVICES SOLUTIONS, S.L.U. |
JOINT DIRECTOR | YES |
| MR MARCELINO OREJA ARBURÚA |
ENAGÁS TRANSPORTE DEL NORTE, S.L. |
CHAIRMAN | YES |
| MR ANTONIO LLARDÉN CARRATALÁ |
ENAGÁS GTS, S.A.U. | REPRESENTATIVE OF SOLE DIRECTOR |
YES |
| MR ANTONIO LLARDÉN CARRATALÁ |
ENAGÁS TRANSPORTE, S.A.U. | REPRESENTATIVE OF SOLE DIRECTOR |
YES |
| MR MARCELINO OREJA ARBURÚA |
ENAGÁS RENOVABLE, S.L.U. | JOINT DIRECTOR | YES |
C.1.11 List any company directors or representatives of legal entity directors, if any, who are also members of the boards of directors or representatives of legal entity directors of other non-group companies that are listed on official securities markets, insofar as these have been disclosed to the company:
| Name or corporate name of director |
Corporate name of the listed company |
Position |
|---|---|---|
| MS ANA PALACIO VALLELERSUNDI | PHARMAMAR, S.A. | DIRECTOR |

| Name or corporate name of director |
Corporate name of the listed company |
Position |
|---|---|---|
| MS ISABEL TOCINO BISCAROLASAGA |
ENCE ENERGÍA Y CELULOSA, S.A. | DIRECTOR |
C.1.12 Indicate and, where appropriate, explain whether the company has established rules about the maximum number of company boards on which its Directors may sit and indicate where this is regulated, if applicable:
| [ √ ] | Yes |
|---|---|
| [ ] | No |
Explanation of the rules and identification of the document where it is regulated
Under Article 35 of the Articles of Association the following cannot be Directors or, if applicable, natural person representatives of a legal person Director: a) Natural or legal persons who hold the post of Director in more than five (5) companies whose shares are admitted to trading on national or foreign markets. b) Natural or legal persons whose circumstances render them incompatible or prohibited from serving on the board under any of the general provisions in law, including those persons who in any manner have interests that run contrary to those of the Company or its Group.
C.1.13 Indicate the amounts of the following items relating to the overall remuneration of the board of directors:
| Remuneration accrued in the year by the board of directors (thousands of euros) | |
|---|---|
| Cumulative amount of rights of current directors in pension scheme (thousands of euros) |
|
| Cumulative amount of rights of former directors in pension scheme (thousands of euros) |
C.1.14 List any members of senior management who are not Executive Directors and indicate total remuneration paid to them during the year:
| Name or corporate name | Position/s |
|---|---|
| MR DIEGO ANTONIO VELA LLANES | Technical System General Manager |
| MS ROSA SANCHEZ BRAVO | Director of Internal Audit |
| MR CLAUDIO PEDRO RODRÍGUEZ SUÁREZ |
Gas Assets General Manager |
| MR JESÚS LUIS SALDAÑA FERNÁNDEZ |
Affiliates & Business Development General Manager |
| MR JUAN ANDRÉS DÍEZ DE ULZURRUN MORENO |
Deputy General Manager |
| MR FRANCISCO BORJA GARCÍA ALARCÓN ALTAMIRANO |
Financial General Manager |
| MS FELISA MARTÍN VILLAN | Communication and Public Affairs General Manager |
| MR RAFAEL PIQUERAS BAUTISTA | General Secretary |
| MR JAVIER PERERA DE GREGORIO | Human & Corporate Resources General Manager |

| Name or corporate name | Position/s | |
|---|---|---|
| MS MARÍA SICILIA SALVADORES | Strategy Director | |
| Total remuneration received by senior management (thousands of euros) | 8,013 |
C.1.15 Indicate whether any changes have been made to the board regulations during the year
1.- Directors shall be appointed at the General Shareholders' Meeting or by the Board of Directors in conformity with the provisions of the Corporate Enterprises Act and the company's Articles of Association.
2.- Candidates must be persons who, in addition to satisfying the legal and statutory requirements of the post, have recognised prestige and appropriate professional knowledge and experience to perform their duties. The Appointments, Remuneration and Corporate Social Responsibility Committee is responsible for proposing the appointment of Independent Directors. The proposals for the appointment or re-election of Non-Independent Directors which the Board of
Directors submits to the General Shareholders' Meeting, as well as appointments adopted by the Board by virtue of its powers of co-option, must be made subject to a report from the Appointments, Remuneration and Corporate Social Responsibility Committee. When the Board of Directors does not agree with the Committee's recommendations, it must explain its reasons and duly record them in the minutes. Proposals shall always be accompanied by a report from the Board justifying the competencies, experience and merits of the proposed candidate. This report shall be attached to the minutes of the General Meeting or of the Board. The foregoing will also be applicable to natural persons appointed as representatives of a legal person Director. The proposal for a natural-person representative must be submitted to the Appointments, Remuneration and Corporate Social Responsibility Committee.
C.1.17 Explain, if applicable, to what extent the annual evaluation of the board has prompted significant changes in its internal organisation and the procedures applicable to its activities:
The annual evaluation of the Board has consisted of a self-evaluation that has been carried out through questionnaires and interviews. Board members were asked 22 questions and one open question with the aim of offering the Director the opportunity to provide more direct and personal feedback.
The areas analysed in the Evaluation process were the following: i) membership and structure of the Board and its Committees, ii) operation of and debate by the Board and its Committees, iii) leadership and performance, iv) personal contribution and alignment of the Board, iv) overall assessment and v) free opinion.
The evaluation has resulted in a series of strengths and potential areas for improvement. The Directors considered very positively, among other issues, the membership and structure of the Board and Committees given Enagás' circumstances and considering that it usually faces the challenge of seeking greater diversity. They highlighted the level of debate and transparency, inviting members to express their opinion independently, and also indicated that the participation of the management team occurs naturally, helping in the training and subsequent debate of the directors. The directors also have a positive opinion of the training plans, in particular their convenience and programming. The majority of directors believe that the others get involved, participate and ultimately add value to the Board.
Possible areas for improvement include focusing the debate more on the company's new context, or pushing for new products, digitalisation, innovation, startups, (strategy), etc. The directors also noted how they are looking for greater agility in the planning of time spent during meetings, for the Audit Committee to strengthen its accounting and auditing knowledge and for the Appointments and Remuneration Committee to adopt a more balanced approach to sustainability.
The company takes into account every year the result of the evaluation of the Board in order to improve its internal functioning, deliberation and decision making.

Describe the evaluation process and the areas evaluated by the board of directors assisted, where applicable, by an external consultant, regarding the operation and membership of the board and its committees and any other area or aspect that has been subject to evaluation.
Description of the evaluation process and areas evaluated
The Board evaluation process began via a resolution by the Appointments, Remuneration and CSR Committee appointing Morrow Sodali as an independent expert, based on its renowned solvency and prestige among international investors, particularly those with shareholdings in Enagás.
Morrow Sodali sent a questionnaire to each Director and conducted interviews with several key Directors, who issued their opinions on a series of questions related to: composition and structure of the Board and its Committees, operation and debate by the Board and its Committees, leadership and performance, personal contribution and alignment of the Board, overall assessment and free opinion.
C.1.18 Explain, for those financial years in which the evaluation has been assisted by an external adviser, the business relationship that the adviser or any group company maintains with the company or any group company.
Enagás does not have any direct contractual relationship (nor has had it in recent years) with SODALI other than the independent evaluation of the Board. However, Enagás engages Santander Global Corporate Banking for a variety of services related to its General Shareholders' Meeting which, in turn, includes certain services that this firm contracts with SODALI regarding advisory on the relations with international investors and proxy advisers.
In accordance with the Good Governance recommendations, Articles 12.2 and 12.4 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors of Enagás stipulate that:
12.2.- Directors must place their offices at the Board of Directors' disposal, and tender their resignation, if the Board deems fit, in the following cases:
a) When they are affected by instances of incompatibility or prohibitions laid down in Law, the Articles of Association, and in these Regulations. b) When they are in serious breach of their obligations as Directors.
c) When they may put the interests of the company at risk or damage its credibility and reputation. Once a Director is indicted or tried for any of the crimes stated in Article 213 of the Corporate Enterprises Act, the Board shall examine the matter and, in view of the particular circumstances, decide whether or not the Director shall be called on to resign.
d) When the reason for which they were appointed as Directors no longer exists.
e) When Independent Directors cease to meet the conditions required under Article 9.
f) When the shareholder represented by a Proprietary Director sells its entire interest. They shall also do so, in the appropriate number, when that shareholder reduces its stake to a level requiring a reduction in the number of its Proprietary Directors.
Should the Board of Directors not deem it advisable to have a Director tender their resignation in the cases specified under d), e) and f), the Director must be included in the category that, in accordance with these Rules and Regulations, is most appropriate based on their new circumstances.
When a Director gives up his place before his tenure expires, through resignation or otherwise, they shall state their reasons in a letter to be sent to all members of the Board of Directors. Irrespective of whether such resignation is filed as a significant event, the motive for the same must be explained in the Annual Corporate Governance Report.
12.4 - After a Director has been removed from their post, they may not work for a competitor company for a period of two years, unless the Board of Directors exempts them from this obligation or shortens its duration.
C.1.20 Are qualified majorities other than those prescribed by law required for any type of decision?:

If applicable, describe the differences.
C.1.21 Indicate whether there are any specific requirements other than those relating to the Directors, to be appointed chairman of the board of directors:
| [ ] | Yes |
|---|---|
| [ √ ] | No |
Additional requirements and / or maximum number of years in office
12
C.1.24 Indicate whether the articles of association or board regulations stipulate specific rules on appointing a proxy to the board of directors, the procedures thereof and, in particular, the maximum number of proxy appointments a director may hold. Also indicate whether there are any restrictions as to what categories may be appointed as a proxy other than those stipulated by law. If so, give brief details.
According to Article 39 of the Consolidated Text of the Articles of Association, the Board of Directors shall be validly constituted when one half of the membership plus one member are in attendance or represented at it. The Directors must attend the meetings of the Board in person. Without prejudice to the foregoing, Directors may grant a proxy to another Director. Non-Executive Directors may only grant a proxy to other Non-Executive Director. In addition, according to Article 7.3 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors, Directors must attend the meetings in person. Without prejudice to the foregoing, Directors must grant a proxy to another Director. Non-Executive Directors may only grant a proxy to other Non-Executive Director. Proxies for the representation of absent Directors may be granted by any means, with a telegram, facsimile or email addressed to the Chairman or Secretary of the Board being valid.
C.1.25 Indicate the number of board of directors meetings held during the year. Indicate, where appropriate, how many times the board has met without the chairman's attendance. Attendance will also include proxies appointed with specific instructions.
| Number of Board meetings | 13 |
|---|---|
| Number of board meetings held | 0 |
| without the chairman's attendance |
Indicate the number of meetings held by the leading director with the rest of the directors, without the assistance or representation of any executive director:
| Number of meetings | 2 |
|---|---|
| -------------------- | --- |

Indicate the number of meetings of the various board committees held during the year:
| Number of meetings of the AUDIT AND COMPLIANCE COMMITTEE |
8 |
|---|---|
| Number of meetings of the APPOINTMENTS, REMUNERATION AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE |
15 |
C.1.26 Indicate the number of board meetings held during the year and details of members in attendance:
| Number of meetings with physical attendance of at least 80% of board members |
13 |
|---|---|
| % of physical attendance as a total of the votes cast during the year |
100.00 |
| Number of meetings with physical attendance or proxies appointed with specific instructions from all the directors |
13 |
| % of votes cast with physical attendance and representations with specific instructions out of total votes during the year |
100.00 |
C.1.27 Indicate whether the consolidated and individual annual accounts submitted for authorisation for issue by the board are certified previously:
Identify, where applicable, the person(s) who certified the company's individual and consolidated annual accounts prior for their authorisation for issue by the board:
| Name | Positio n |
|---|---|
| MR FRANCISCO BORJA GARCÍA ALARCÓN ALTAMIRANO |
FINANCIAL GENERAL MANAGER |
| MR ANTONIO LLARDÉN CARRATALÁ |
CHAIRMAN |

C.1.28 Explain the mechanisms, if any, established by the board of directors to prevent the individual and consolidated financial statements it prepares from being laid before the General Shareholders' Meeting with a qualified Audit Report.
The Board of Directors shall see to it that the Annual Accounts and the Management Report provide a true and fair view of the Company's equity, financial position and results of operations, in accordance with the law.
The Board of Directors shall ensure that the Annual Accounts are presented in such a way that there are no grounds for qualifications by the company's Accounts Auditor, by taking into account all comments or recommendations that the Audit and Compliance Committee may have made previously in its report. As a committee delegated by the Board, the Audit and Compliance Committee is assigned certain competences that are effective mechanisms to prevent that the Annual Accounts compiled are presented to the General Shareholders' Meeting with qualifications in the audit report, according to Article 8 of its Regulations: a) Overseeing the preparation and presentation of financial information on the Company and its Group, and checking compliance with regulatory requirements, the due definition of the consolidation scope and correct application of accounting principles, and, especially, to understand and monitor the efficiency of the Internal Control over Financial Reporting system (ICFR).
b) Examining the information on activities and results of the Company which is prepared and published periodically in accordance with the prevailing regulations relating to the securities markets, seeking to ensure transparency and exactness in the information.
c) Reporting to the Board of Directors on recommendations or comments it deems necessary on the application of accounting criteria, internal control systems and any other relevant matter, and in particular, to present recommendations or proposals to the Board of Directors aimed at safeguarding the integrity of the financial information.
d) Informing the Board of Directors on the Annual Accounts prior to their preparation, as well as on financial information which the Company must periodically disclose publicly.
e) Ensure that the Board of Directors can present the accounts to the General Shareholders Meeting without limitations or qualifications in the auditor's report. In the exceptional case that qualifications exist, both the Chairman of the Committee and the auditors should give a clear account to shareholders of their scope and content.
f) The Board of Directors must explain properly any departure from the Audit and Compliance Committee's prior Report in the Annual Accounts finally authorised for issue.
g) Assessing any proposals made by senior managers regarding changes in accounting practices.
During the financial year, the Audit and Compliance Committee shall meet quarterly with the auditor in order to obtain their conclusions regarding the quarterly revision prior to the publication of results. Likewise, the Interim Condensed Consolidated Financial Statements are subject to a limited revision by the Accounts Auditor with the issuance of the corresponding report.
The competences of the Audit and Compliance Committee are designed to minimise the impact of any accounting aspect that becomes evident throughout the financial year, and allows the members of the Board of Directors and the Audit and Compliance Committee to be kept up to date on the most relevant aspects of the audit throughout the year.
C.1.29 Is the secretary of the board also a director?
Complete if the Secretary is not also a Director:
| Name or corporate name of the secretary |
Representative |
|---|---|
| MR RAFAEL PIQUERAS BAUTISTA |
C.1.30 Indicate the specific mechanisms established by the company to safeguard the independence of the external auditors, as
well as any mechanisms to safeguard the independence of financial analysts, investment banks and rating agencies,
including how the legal provisions have been implemented in practice.
Compliance with the Code of Ethics is mandatory for all employees, managers and directors of Enagás, as well as its suppliers, contractors and collaborators or business partners in their respective areas of relationship with the Company. Affiliates have an ethics and compliance model that is appropriate for the environment they operate in.
The Enagás Audit and Compliance Committee, in accordance with the provisions of Article 8 of its Regulations, shall safeguard the independence of the External Auditor; for this purpose, it will perform the following functions:
a) Regularly gather information from the external auditors on the auditing plan and its implementation, in addition to preserving their independence in the exercise of their duties.
The Enagás Code of Ethics serves as a code of conduct for all employees in their professional activities and in relation to all the company's stakeholders. Enagás has the necessary procedures to ensure due diligence in the issues related to this area, as well as an Ethical Compliance Committee, which is a collegiate body to which the Audit and Control Committee delegates management of the notifications and consultations concerning this matter.


b) Liaise with the external auditors to obtain information on any issues that could compromise the latter's independence. Specifically, the discrepancies that may arise between the auditor of accounts and Company management, for review by the Committee, and any other discrepancies relating to the audit process, as well as the possible safeguard measures to be adopted, discussing the significant weaknesses detected in internal control with the auditor of accounts, and never jeopardising the independence of the audit, concluding on the level of confidence and reliability of the system.
c) Receive those other communications provided for in audit legislation and audit standards.
d) Proceed with the authorisation of services other than those prohibited, in accordance with prevailing regulations.
e) Ensure that the Company and the external auditor adhere to current regulations on the provision of non-audit services, limits on the concentration of the auditor's business and, in general, other requirements concerning auditor independence.
f) Ensure that the fees of the external auditor do not threaten their quality and independence, and are not based on any form of contingency, as well as establish an indicative limit on the fees that the auditor may receive annually for non-audit services.
g) In the event of resignation of the accounts auditor, the Committee should investigate the issues giving rise to the resignation.
h) Receiving the annual statement from the external auditors on their independence with respect to the Enagás Group (included in the delivery of the supplementary report) or entities directly or indirectly related to it, in addition to detailed and individual information on additional services of any kind rendered to these entities by the external auditor or by persons or entities related to it, in conformity with audit regulations.
i) Issuing an annual report, prior to the issue of the audit report, giving an opinion on whether the independence of the auditors is compromised. This report shall include in all cases a reasoned assessment of each additional service rendered, as referred to in the previous section, that could comprise the independence of the accounts auditor, considered separately and in their totality, other than statutory audits and how they relate to the requirement of independence or to the audit regulations and shall be published on the website of the Company sufficiently in advance of the date of the Ordinary General Shareholders' Meeting.
j) Establishing a maximum term of auditor engagement, ensuring a gradual rotation with the main audit partners. Likewise, the Internal Audit Code of Ethics includes the principles and rules of conduct relevant to the profession and practice of internal audit; they are mandatory for internal auditors and for those professionals performing internal audit, consulting and/or services, consulting and/or advisory services (outsourcing) to the Internal Audit function, through the annual signing of a declaration confirming that they have read, understand and comply with the Code.
During 2019 the Committee reviewed and approved all the services provided by the external auditor, to check that they complied with the requirements established in the Regulations of the Audit and Compliance Committee and the Accounts Auditing Law 22/2015.
With regard to the mechanisms introduced to preserve the independence of financial analysts, investment banks and ratings agencies, we should mention that Enagás regulates the framework for its relations with shareholders, analysts, investors and proxy advisors through its Communication Policy and contacts with shareholders, institutional investors and proxy advisors of Enagás. Specifically, this policy is based on the principles of good governance and corporate values such as: information transparency, continuity, accessibility and immediacy, promoting the trust of shareholders, protecting their rights and promoting their participation, equal treatment and non-discrimination and compliance with prevailing legislation, etc.
In line with Enagás' Corporate Governance System, the Board of Directors has put in place systems allowing for regular information exchange with shareholders on topics such as investment strategy, assessment of performance figures, the composition of the Board of Directors and management efficiency. Under no circumstances can this information create situations of privilege or attribute special advantages with regard to the other shareholders. In addition, within the scope of its activities the Finance Department provides investment banks with the information they need.
To this end, Enagás has an Investor Relations Area, to permanently deal with enquiries or suggestions from analysts and institutional investors, professionals or qualified persons, rating agencies, bondholders, as well as those from socially responsible investors (SRI), by providing a telephone number and email address for this purpose. Shareholders, investors and analysts can avail themselves of full and updated information via the following channels: the Investor Relations Department and the Shareholder Information Office.
As stipulated in Article 5 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors of Enagás, the Board shall adopt and execute all acts and measures required to ensure transparency of the company with regard to the financial markets, uphold the proper formation of prices for the company's and its subsidiaries' shares, and perform all functions attending the company's status as a listed company pursuant to current laws and regulations.
Finally, Article 8 of the Regulations of the Audit and Compliance Committee of Enagás, establishes that this Committee is responsible for assessing compliance with the Internal Code of Conduct in matters relating to securities markets, the company's governance regulations in general, and making the proposals necessary for their improvement. In fulfilling this duty, the Audit and Compliance Committee liaises with the Appointments, Remuneration and Corporate Social Responsibility in considering company Directors' and managers' compliance with the Code.
It also assists with drafting the Annual Corporate Governance Report, especially in areas concerning transparency of information and conflicts of interests.
C.1.31 Indicate whether the company has changed its external audit firm during the year. If so, identify the incoming audit firm and the outgoing auditor:
| [ ] Yes |
|---|
[ √ ] No

Explain any disagreements with the outgoing auditor and the reasons for the same:
[ ] Yes
| Company | Group companies |
Total | |
|---|---|---|---|
| Amount of non-audit work (thousands of euros) |
353 | 0 | 353 |
| Amount of non-audit work / Amount of audit work (%) |
34.00 | 0.00 | 23.00 |
C.1.33 Indicate whether the audit report on the previous year's annual accounts is qualified or includes reservations. If applicable, indicate the reasons given to the shareholders in the General Meeting by the Chairman of the Audit Committee to explain the content and scope of those reservations or qualifications.
[ ] Yes
[ √ ] No
C.1.34 Indicate the number of financial years during which the current audit firm has been auditing the individual and/or consolidated annual accounts of the company and/or its group without interruption. Likewise, indicate for how many years the current firm has been auditing the annual accounts as a percentage of the total number of years over which the annual accounts have been audited:
| Individual | Consolidated | |
|---|---|---|
| Number of consecutive years | 4 | 4 |
| Individual | Consolidated | |
| No. of years audited by current audit firm / No. of years the company or its group have been audited (%) |
9.00 | 9.00 |
C.1.35 Indicate whether there are procedures for directors to receive the information they need in sufficient time to prepare for meetings of the governing bodies.
[ √ ] Yes [ ] No

| Details of procedure | |
|---|---|
| -- | ---------------------- |
Article 6 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors establishes that:
1.- The Board of Directors shall meet at least once every two months and, in any case eight times a year, and on the motion of the Chairman, whenever the Chairman deems it fit for the proper running of the Company. A call must be issued when so requested by a majority of the Directors, as set forth in Article 39 of the Articles of Association.
Directors who represent at least one third of the members of the Board of Directors may call the meeting, stating its agenda, to be held in the locality where the registered office is located, if they have requested the Chairman to convene the meeting, and the meeting has not been called within one month without reasonable cause.
Except in cases of where the Board is constituted or convened exceptionally on account of urgent circumstances, the Directors must have the necessary information at their disposal sufficiently in advance to be able to deliberate and adopt resolutions on the business to be transacted. To this end, the Agenda of the meetings shall clearly indicate those points on which the Board of Directors must take a decision or resolution. The Chairman of the Board of Directors, in collaboration with the Secretary, must ensure that this obligation to provide information is fulfilled.
In those cases in which, exceptionally, for reasons of urgency, the Chairman wishes to submit to the approval of the Board decisions or resolutions not appearing in the Agenda, this shall require the express prior consent of the majority of the Directors present at the meeting, which will be duly recorded in the minutes. Ordinary meetings of the Board shall transact general business relating to the Group's performance, earnings, balance sheet, investments, the company's cash position and how it compares to the adopted budget, the business referred to in Article 5, if applicable, and the business listed on the agenda, to be drawn up pursuant to these Board Regulations.
At these regular meetings the Board shall receive timely information about the movements of the shareholders and of the opinion that significant shareholders, investors and rating agencies have on the Company and its Group. Similarly, the Board of Directors shall receive timely information on the main operational achievements and difficulties and any foreseeable circumstances which may prove critical for the company's affairs, and shall consider the course of action proposed by company management in response.
2.- Notices convening ordinary sessions shall be issued by the Chairman or the Secretary, or by the Vice Chairman on order of the Chairman, may be effected by any channel, and shall specify the meeting venue and agenda. The Chairman shall call the Board to meet when so requested by the Independent Leading Director in accordance with Article 18 of these Board Regulations.
The notice of meeting, which other than in exceptional circumstances shall be issued at least three days in advance of the intended date of the meeting, shall contain all information and documents thought appropriate or relevant for Directors to be properly informed. Directors shall further be furnished with the minutes of the previous meeting, whether or not such minutes have been adopted. The power to set the agenda of a meeting rests with the Chairman, but any Director may request in advance of the calling of such meeting that there be added to the agenda any items which in their view ought to be addressed by the Board.
The Board shall be properly constituted without need of prior notice if, all Directors being present in person or by proxy, the Directors unanimously consent to the holding of the meeting.
C.1.36 Indicate and, where appropriate, give details of whether the Company has established rules obliging directors to inform the board of any circumstances that might harm the Organisation's name or reputation, tendering their resignation as the case may be:
| [ √ ] | Yes |
|---|---|
| [ ] | No |
Pursuant to Good Governance recommendations, Article 12 of the Regulations of the Organisation and Functioning of the Board of Directors establishes that Directors must place their offices at the Board of Directors' disposal, and tender their resignation, if the Board deems fit, when, inter alia, they may put the interests of the Company at risk or damage its credibility and reputation. If a Director is indicted or tried for any of the crimes stated in Article 213 of the Corporate Enterprises Act, the Board shall examine the matter as promptly as possible and, in view of the particular circumstances, decide whether or not the Director shall be called on to resign.
When a Director gives up his place before his tenure expires, through resignation or otherwise, they shall state their reasons in a letter to be sent to all members of the Board of Directors. Irrespective of whether such resignation is filed as a significant event, the motive for the same must be explained in the Annual Corporate Governance Report.
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C.1.37 Indicate whether any member of the board of directors has notified the company that they have been indicted or tried for any of the offences stated in Article 213 of the Corporate Enterprises Act:
| [ ] | Yes |
|---|---|
| [ √ ] | No |
C.1.38 List the significant agreements entered into by the company which come into force, are amended or terminate in the event of a change of control of the company due to a takeover bid, and their effects.
Enagás does not have such significant agreements.
C.1.39 Identify, individually when referring to directors, and in aggregate form in other cases and provide detailed information on agreements between the company and its directors, executives and employees containing indemnity or golden parachute clauses in the event of resignation or dismissal or termination of employment without cause following a takeover bid or any other type of operation.
| Number of beneficiaries | 11 |
|---|---|
| Type of beneficiary | Description of the agreement |
| Executive Chairman, Chief Executive Officer and Senior Management Executive Chairman, Chief Executive Officer and Senior Management |
The company has an agreement with the Executive Chairman, the Chief Executive Officer and NINE (9) of its executives that include express severance pay clauses. The clauses in each case are applicable in cases of company termination of the contract, unfair disciplinary dismissal, dismissal for the reasons outlined under Article 52 of the Workers' Statute or as decided by the director citing one of the reasons outlined under Article 50 of the Workers' Statute provided the resolution is certified by means of conciliation between the parties, court judgement, arbitration award, or resolution by a competent administrative body. They are not applicable if the resolution is the result of a unilateral decision made by the Director without just cause. The termination benefits to which the Executive Chairman and Chief Executive Officer are entitled are equivalent to two years of their fixed and variable remuneration. The termination benefits to which the NINE (9) Directors are entitled depend on their length of service at the company and their age. All such contracts have been approved by the Board of Directors. |
Indicate whether, other than in the cases provided for in law, these agreements must be reported to and/or authorised by the governing bodies of the company or its group. If they must, specify the procedures, assumptions provided and the nature of the bodies responsible for their approval or making the communication:
| Board of Directors | General Shareholders' Meeting |
|
|---|---|---|
| Body authorising clauses | √ |

| Yes | No | |
|---|---|---|
| Is the General Shareholders' Meeting informed of such clauses? |
√ |
C.2.1 Give details of all the board committees, their members and the proportion of proprietary directors, independent directors and other external:
| AUDIT AND COMPLIANCE COMMITTEE | ||||
|---|---|---|---|---|
| Name | Position | Category | ||
| MR LUIS GARCÍA DEL RÍO | MEMBER | Independent | ||
| MS ISABEL TOCINO BISCAROLASAGA | CHAIRWOMAN | Independent | ||
| MR MARTÍ PARELLADA SABATA | MEMBER | Other External | ||
| MS ROSA RODRÍGUEZ DÍAZ | MEMBER | Independent | ||
| SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
MEMBER | Proprietary |
| % of executive directors | 0.00 |
|---|---|
| % of proprietary directors | 20.00 |
| % of independent directors | 60.00 |
| % of other external directors | 20.00 |
Explain the functions, including, where appropriate, those additional to those legally provided, assigned to this body, and describe the procedures and rules of organisation and operation thereof. For each of these roles, indicate the most important actions during the year and how they have exercised in practice each of the functions attributed to them, whether in the law or in the articles of association or other corporate agreements.
According to Article 4 of the Audit and Compliance Committee Regulations, the Committee Chairperson shall be selected from among the Independent Directors by the Board of Directors, and shall not have a casting vote.
As established in Article 5 of the Committee Regulations, the term of a Committee member shall be the same as the term of office for a Director. A member of the Audit and Compliance Committee shall vacate that office if he loses his status as Director of the Company or if so decided by the Board of Directors. The foregoing notwithstanding the Committee Chairperson shall be replaced every four (4) years. A former Chairperson may be re-elected after the lapse of one year from his vacating office. The foregoing shall be without prejudice to an outgoing Chairperson remaining on the Committee if so resolved by the Board of Directors on adequately reasoned grounds.
The Audit and Compliance Committee is governed by applicable legislation, the Consolidated Text of the Articles of Association and the Rules and Regulations of the Organisation and Functioning of the Board of Directors, the latest amendment of which was approved by the Board of Directors on December 16, 2019, and the Regulations of the Audit and Compliance Committee, the latest amendment of which was approved by the Board of Directors on December 16, 2019. This Committee comprises five (5) members, which is within the limits established in Article 44 of the Consolidated Text of the Articles of Association, Article 26 of the Board Regulations, and Article 3 of the Audit and Compliance Committee Regulations, which set a minimum of three (3) and maximum of five (5) members, appointed by the Board of Directors based, in particular, on their knowledge and experience on accounting, auditing and risk management. Overall, the members of the Audit and Compliance Committee shall have the pertinent technical knowledge of the gas industry.
No Executive Director may sit on the Audit and Compliance Committee and the majority of its members must be independent. Three (3) of the Committee's members are independent and we highlight that the President of the Committee, MS ISABEL TOCINO BISCAROLASAGA, is independent and only one (1) member, SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) is a Proprietary Director. MR MARTÍ PARELLADA SABATA, External Director, was appointed by the Board of Directors of Enagás based on his knowledge and experience on accounting, auditing or both, as provided for in Articles 44 of the Consolidated Text of the Articles of Association and 26 of the Rules and Regulations for the Organisation and Functioning of the Board of Directors.

The remuneration of Committee members, as provided for in Article 6 of the Committee Regulations, will be approved as established in the Articles of Association and the Board Regulations for the setting of remuneration to Directors, subject to the same requirements of public disclosure.
In the exercise of his office, a member of this Committee shall, according to Article 7 of the Committee regulations, be under the same duties and subject to the same principles of action as those prescribed for Directors in the Articles of Association, the Board Regulations and current legislation.
In keeping with Article 9 of the Committee Regulations, this Committee must meet at least four (4) times a year and the Chairperson shall call as many further meetings as they believe are required for the Committee to discharge its duties. In 2019, this Committee met 8 (eight) times. Each Committee meeting shall be reported at the first subsequent meeting of the Board in full. Any company employee or executive of the Company deemed relevant may be called to attend the Committee meetings, even ordering their appearance without the presence of another executive. In addition, according to Article 13, a copy of the minutes of Committee proceedings shall be sent to every Director.
The chief purposes of the Committee, according to Article 8, are to see to the proper operation of internal control, internal audit, risk management systems and the process of preparing and presenting the mandatory financial information, to formulate proposals for selecting, appointing, re-electing and replacing the external auditor, as well as to ensure their independence, to safeguard the transparency of information and to ensure compliance with the internal Code of Conduct and the legislation in force, and to report to the General Meeting in the area of their competence.
To achieve these objectives, the Audit and Compliance Committee, in addition to the functions established by law for this Committee, shall carry out those detailed in Appendix I (Explanatory notes) to this Report.
Identify the directors who are members of the audit committee who have been appointed on the basis of their knowledge and experience of accounting or auditing, or both and state the date of the appointment of the chairperson of this committee to that role.
| Names of directors with experience |
MR MARTÍ PARELLADA SABATA |
|---|---|
| Date of the appointment of the chairperson to that role |
19/06/2017 |
| APPOINTMENTS, REMUNERATION AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE | ||||
|---|---|---|---|---|
| Name | Position | Category | ||
| MS ANA PALACIO VALLELERSUNDI | CHAIRWOMAN | Independent | ||
| MR GONZALO SOLANA GONZÁLEZ | MEMBER | Independent | ||
| MR ANTONIO HERNÁNDEZ MANCHA | MEMBER | Independent | ||
| MR SANTIAGO FERRER COSTA | MEMBER | Proprietary | ||
| MR IGNACIO GRANGEL VICENTE | MEMBER | Independent | ||
MS PATRICIA URBEZ SANZ MEMBER Independent
| % of executive directors | 0.00 |
|---|---|
| % of proprietary directors | 16.67 |
| % of independent directors | 83.33 |
| % of other external directors | 0.00 |
Explain the functions, including, where appropriate, those additional to those legally provided, assigned to this body, and describe the procedures and rules of organisation and operation thereof. For each of these roles, indicate the most important actions during the year and how they have exercised in practice each of the functions attributed to them, whether in the law or in the articles of association or other corporate agreements.
The Appointments, Remuneration and Corporate Social Responsibility Committee is governed by applicable legislation, the Consolidated Text of the Articles of Association and the Rules and Regulations of the Organisation and Functioning of the Board of Directors, the latest amendment of which was approved by the Board of Directors on December 16, 2019, and the Regulations of the Appointments, Remuneration and Corporate Social Responsibility Committee, the latest amendment of which was approved by the Board of Directors on December 16, 2019.


The Appointments, Remunerations and Corporate Social Responsibility Committee is composed of six (6) Directors, appointed by the Board of Directors, which is within the limits established in Article 45 of the Consolidated Text of the Articles of Associations, Article 25 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors and Article 3 of the Regulations of the Appointments, Remuneration and Corporate Social Responsibility Committee, which set a minimum of three (3) and a maximum of six (6) Directors. It consists of six (6) Directors, of which five (5) are Independent Directors, including the Chairwoman, one (1) is a Proprietary Director.
Article 3 of the Regulations of the Appointments, Remuneration and Corporate Social Responsibility Committee sets out that Directors who are members of this Committee shall be appointed by the Board of Directors, ensuring that they have knowledge and experience in areas such as human resources, selection of Directors and Executives, design of remuneration policies and plans, corporate governance and corporate social responsibility and sustainability. The Appointments, Remuneration and Corporate Social Responsibility Committee must comprise a majority of independent directors and Executive Directors cannot sit on this committee. In addition, gender diversity and other diversity criteria of its members must be encouraged.
As set out in Article 4 of the Regulations of the Appointments, Remuneration and Corporate Social Responsibility Committee, the Board of Directors shall elect the Chairman of the Committee from among the Independent Directors of the Committee. The Chairman shall not have a casting vote.
As established in Article 5 of the Regulations of the Appointments, Remuneration and Corporate Social Responsibility Committee, the term of a Committee member shall be the same as the term of office for a Director. Members of the Appointments, Remuneration and Corporate Social Responsibility Committee shall vacate that office if they lose their status as Director of the Company or if so decided by the Board of Directors.
The remuneration of Committee members, as provided for in Article 6 of the Committee Regulations, will be approved as established in the Articles of Association and the Board Regulations for the setting of remuneration to Directors, subject to the same requirements of public disclosure.
In the exercise of their office, a member of this Committee shall, according to Article 7 of the Committee regulations, be under the same duties and subject to the same principles of action as those prescribed for Directors in the Articles of Association, the Board Regulations and current legislation.
Pursuant to Article 9 of the Regulations of the Appointments, Remuneration and Corporate Social Responsibility Committee, the Appointments, Remuneration and Corporate Social Responsibility Committee must meet at least four (4) times a year. In 2019, the Enagás Committee met fifteen (15) times. In addition, meetings shall be called by its Chairperson. The Committee may seek advice both internally and externally and request the attendance of senior management personnel of the Company and its Group, as deemed necessary in the execution of its duties. Each Committee meeting shall be reported at the first subsequent meeting of the full Board, and a copy of the minutes of the Committee proceedings shall be sent to every Director. Pursuant to Article 8 of its Regulations, the basic objectives of the Committee are to select Directors, Senior Management and positions on the Board of Directors, to ensure the appropriate composition of the Board, to examine and organise the succession of the Chairman of the Board and the Chief Executive Officer, to evaluate the Board and its Committees, to propose and monitor the remuneration policy, the contractual conditions of the Directors and senior management and to ensure the application of good practices in the area of corporate social responsibility and good corporate governance. The duties of the Appointments, Remuneration and Corporate Social Responsibility Committee are set out in Article 45 of the Consolidated Text of the Articles of Association and expanded in Article 25 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors and Article 8 of the Regulations of the Appointments, Remuneration and Corporate Social Responsibility Committee. For more information see Appendix I ("Explanatory notes") to this Report.
| Number of female Directors | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | 2016 | |||||
| Number | % | Number | % | Number | % | Number | % | |
| AUDIT AND COMPLIANCE COMMITTEE |
2 | 40.00 | 2 | 40.00 | 2 | 40.00 | 1 | 20.00 |
| APPOINTMENTS, REMUNERATION AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE |
2 | 33.33 | 1 | 16.67 | 1 | 16.67 | 2 | 33.33 |

C.2.3 Indicate, as appropriate, whether there are any regulations governing the Board Committees. If so, indicate where they can be consulted, and whether any amendments have been made during the year. In addition, indicate whether on a voluntary basis any of the board committees has produced an activity report.
The Regulations of the Audit and Compliance Committee are available for consultation at the registered office of Enagás and on its website at www.enagas.es or www.enagas.com. The latest modification to the aforementioned regulations was approved by the Board of Directors of Enagás, S.A. at its meeting on December 16, 2019 in order to adapt it to Technical Guide 3/2017 on Audit Committees at public-interest entities and the recommendations of the Good Governance Code. The Appointments, Remuneration and CSR Committee prepared a report on the Audit and Compliance Committee's activities in 2019, which will be published on the website sufficiently in advance of the General Shareholders' Meeting and is included in this Report in Appendix II.
The Regulations of the Appointments, Remuneration and Corporate Social Responsibility Committee are available for consultation at the registered office of Enagás and on its website at www.enagas.es or www.enagas.com. The Regulations were approved by the Board of Directors of Enagás, S.A. at its meeting on December 16, 2019. The Appointments, Remuneration and Corporate Responsibility Committee prepared a report on the activities of the Appointments, Remuneration and Corporate Responsibility Committee in 2019, which will be published on the website sufficiently in advance of the General Shareholders' Meeting.

D.1. Explain, if applicable, the procedures and authorized bodies for approving related party or intragroup transactions.
Pursuant to Article 14 bis of the Rules and Regulations of the Organisation and Functioning of the Board of Directors of Enagás S.A.:
1.- It will be the responsibility of the Board of Directors to identify and approve, pursuant to a report from the Audit and Compliance Committee, transactions carried out by the Company or the companies in its Group with Directors under the terms set forth in Articles 229 and 230 of the Corporate Enterprises Act, or with shareholders who, individually or in conjunction with others, hold a significant stake, including shareholders represented on the Company's Board of Directors or the boards of other companies belonging to the Group or with persons associated with them. The affected Directors or those who represent or are related to the affected shareholders must refrain from participating in deliberating and voting on the resolution in question.
The aforementioned transactions shall be assessed from the point of view of equal treatment and on an arm's length basis, and shall be disclosed in the annual corporate governance report and in the company's regular public reporting as provided in applicable laws and regulations.
2.- The approval provided in the previous paragraph shall not be required, however, for transactions that simultaneously comply with the following three conditions:
(a) that are governed by standard form contracts applied on an across-the-board basis to a large number of customers; (b) they go through at market prices, generally set by the person supplying the goods or services; and (c) their amount does not exceed 1% of the Company's annual revenue.
3.- If the conditions provided in the paragraph above are met, the affected parties shall not be under a duty to report said transactions.
4.- In the event of duly documented urgent reasons, related party transactions may be authorised, as applicable, by delegated bodies and persons, who must be ratified at the first meeting of the Board of Directors held after the decision is adopted.
| Name or corporate name of significant shareholder |
Name or corporate name of the company or its Group company |
Nature of the relationship |
Type of transaction |
Amount (in thousands of euros): |
|---|---|---|---|---|
| BANK OF AMERICA CORPORATION |
ENAGÁS, SA. | Corporate | Dividends and other benefits paid |
13,442 |
| BLACKROCK INC | ENAGÁS, S.A. | Corporate | Dividends and other benefits paid |
12,587 |
| STATE STREET CORPORATION |
ENAGÁS, S.A. | Corporate | Dividends and other benefits paid |
11,187 |
| NORGES BANK | ENAGÁS, S.A. | Corporate | Dividends and other benefits paid |
10,741 |

D.3. List any relevant transactions, by virtue of their amount or importance, between the company or its group of companies and the company's managers or directors:
| Name or corporate name of manager or director |
Name or corporate name of related party |
Relationship | Type of transaction |
Amount (in thousands of euros): |
|---|---|---|---|---|
| SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI) |
ENAGÁS, S.A. | Director | Dividends and other benefits paid |
18,597 |
D.4. List any relevant transactions undertaken by the company with other companies in its group that are not eliminated in the process of drawing up the consolidated financial statements and whose subject matter and terms set them apart from the company's ordinary trading activities.
In any case, list any intragroup transactions carried out with entities in countries or territories considered to be tax havens:
| Corporate name of the group entity |
Brief description of the transaction | Amount (in thousands of euros): |
|---|---|---|
| Gasoducto de Morelos, S.A.P.I de C.V. |
Financial revenue on the loan. | 1,376 |
| Estación de Compresión Soto de la Marina, S.A.P.I. de C.V. |
Financial revenue on the loan. | 2,559 |
| TRANS ADRIATIC PIPELINE AG |
Financial revenue on the loan. | 19 |
| PLANTA DE REGASIFICACIÓN DE SAGUNTO, S.A. (SAGGAS) |
Financial revenue on the loan. | 271 |
| GASODUCTO DE MORELOS SAPI DE CV |
Guarantees and sureties extended. | 8,909 |
| Estación de Compresión Soto de la Marina, S.A.P.I. de C.V. |
Guarantees and sureties extended. | 8,013 |

| Corporate name of the group entity |
Brief description of the transaction | Amount (in thousands of euros): |
|---|---|---|
| TRANS ADRIATIC PIPELINE AG |
Guarantees and sureties extended. | 522,952 |
| TRANS ADRIATIC PIPELINE AG |
Investment commitments acquired. | 20,924 |
| GAS TO MOVE TRANSPORT SOLUTIONS, S.L. |
Financial revenue on the loan | 17 |
| TALLGRASS ENERGY LP |
Investment commitments acquired. | 745,050 |
| Corporate name of related party |
Brief description of the transaction | Amount (in thousands of euros): |
|---|---|---|
| No data | N.A. |
D.6. List the mechanisms established to detect, determine and resolve any possible conflicts of interest between the company and/or its group, and its directors, management or significant shareholders.
Article 13 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors states that Directors shall perform their positions with the loyalty of a reliable representative, acting in good faith and in the best interest of the Company. In particular, the duty of loyalty requires that Directors: [...]
c) Refrain from participating in deliberating and voting on resolutions or decisions in which they or a related person have a direct or indirect conflict of interests. Resolutions or decisions that affect them in their capacity as Director, such as their appointment to or removal from posts on the governing body or others of a similar nature, will be excluded from the preceding obligation.
d) Perform their functions according to the principle of personal responsibility with freedom of judgement or judgement and independence relating to instructions from and links with third parties.
e) Adopt the measures required to avoid becoming involved in situations in which their interests, either for their own personal reasons or those of another party, may conflict with the Company's interest or with their duties with the Company.
In particular, the obligation to avoid conflicts of interest referred to in the preceding paragraph requires that Directors refrain from:
a) Conducting transactions with the Company, except for routine transactions carried out under standard conditions for the customers and having little import, which are understood to be those that are not required to be reported in order to express a true and fair view of the equity, the financial position and results of the entity.
b) Using the name of the Company or invoking their position as director to improperly influence the conducting of private transactions.
c) Using the corporate assets, including the company's confidential information, for private purposes.
d) Taking advantage of the company's business opportunities.
e) Obtaining benefits and remunerations from third parties other than the Company and its Group associated with the performance of their duties, except for acts of mere courtesy.
f) Conducting activities for themselves or for another party that, actually or potentially, entail effective competition with the company or that, in any other manner, place them in permanent conflict with the Company's interests.
The above provisions will also be applicable if the beneficiary of prohibited acts or activities is a person related to the Director.
In any event, Directors must inform the other Directors and the Board of Directors of any direct or indirect situation of conflict that they or persons related to them may have with the company's interests. Direct and indirect conflicts of interest affecting Directors shall be disclosed in the Annual Report.
In addition, concerning transactions carried out with related parties, the Company must adopt the following measures:
a) Report them twice a year to the CNMV and include them in the Annual Report in the Corporate Governance section.

b) b) Submit them in a draft form to the Board of Directors for authorisation prior to their execution, following the relevant report from the Appointments, Remuneration and CSR Committee, and assess whether they satisfy market criteria.
With regard to possible conflicts of interest, all those described as being subject to this Internal Code of Conduct must:
Notify the Board of Directors, through the Secretary, of any possible conflicts of interest to which they may be subject due to family relationships, their personal assets and liabilities or any other reason. Communications must be made within fifteen (15) days and, in any case, before the decision that may be affected by the potential conflict of interest is taken.
Keep the information updated, taking into account any modification or cessation of previously reported situations as well as the emergence of new conflicts of interest.
Refrain from participating in any decision-making process that may be affected by such a conflict of interest with the Company. The Audit and Compliance Committee is the body responsible for regulating and resolving any conflicts of interest that may arise and, pursuant to Article 26 of the Board Regulations, is assigned the following duties:
a) To inform the Board of Directors, prior to approval, of transactions that Directors wish to undertake that imply or may imply a conflict of interest, in accordance with the stipulations of the Internal Code of Conduct regarding the securities market.
b) To report to the Board of Directors on any related party transactions before authorisation thereof. Under no circumstances shall the Board of Directors authorise any transaction which has not been issued a favourable report from the Appointments, Remuneration and CSR Committee as outlined in Article 14 bis of the Rules and Regulations of the Organisation and Functioning of the Board of Directors of Enagás, S.A., except for those transactions which meet the three conditions stipulated in Article 14 bis.
c) To report to the Board of Directors on measures to be taken in the event of breach of these regulations of the Internal Code of Conduct on matters relating to the securities markets on the part of Directors or other persons subject to those regulations. In performing this duty, the Appointments, Remuneration and CSR Committee shall work in coordination with the Audit and Compliance Committee wherever appropriate.
D.7. Is more than one Group company listed in Spain?

The Enagás Group has established a risk control and management model aimed at ensuring the continuity of the business and the achievement of the objectives of the company in a predictable manner and with a medium-low profile for all of its risks.
This model allows you to adapt to the complexity of your business activity in a competitive environment globalised, in a complex economic context, where the materialization of risks is faster and with a contagious effect evident.
The model is based on the following aspects:
The establishment of a risk appetite framework that is consistent with the stated business targets and the market context within which the company carries out its activities (see details in section E.4);
the consideration of standard risk typologies to which the company is exposed (see details in section E.3);
the existence of governance bodies with responsibilities for overseeing the company's level of risk (see section E.2);
separation and independence of risk control and management functions articulated by the Company in three lines of "defence";
the transparency of information supplied to third parties, to guarantee its reliability and accuracy.
The risk control and management function is articulated around three lines of defence, with differentiated roles and responsibilities, as follows.
First line of defence: made up from the organisational units which assume the risks in the ordinary course of their activities. They own and are responsible for identifying the risks.
Second line of defence: the Sustainability and Risk Department, in charge mainly of ensuring that the risk control and management system works correctly, defining the regulatory framework and approach, and performing periodic monitoring and overall control of the company's risks.
Third line of defence: the Internal Audit Department, in charge of supervising the efficiency of the risk controls in place.
The integral analysis of all risks permits the appropriate control and management thereof, an understanding of the relationships between them and facilitates their joint assessment. This is accomplished by taking into account, inter alia, the differences of each type of risk in terms of its nature, handling capacity and risk measurement tools.
Enagás has established a risk regulatory framework through the "Risk Control and Management Policy" and the "General Risk Control and Management Regulations" setting out the basic principles governing the risk function and identifying the roles of the various decision-making bodies and the constituent parts of the risk management system.
According to the nature of the events and the triggers, monitored risks are classified as: strategic and business risks, operational and technological risks, credit and counterparty risks, financial and fiscal risks, criminal liability risks, reputational risks and compliance and model risks.
E.2. Identify the bodies responsible for preparing and implementing the risk control and management system, including fiscal:
The main bodies responsible for the Risk Management System and their main functions are:
Board of Directors
The Enagás Group Board of Directors is responsible for approving the risk control and management policy. Other responsibilities with respect to risks are delegated in the Audit and Compliance Committee.
Audit and Compliance Committee The mission of this Committee is to assist the Board of Directors in all matters related to the company's risks. Its functions related to risk control and management are:
• Overseeing the effectiveness of risk control and management systems in order to adequately mitigate risks with the framework of the Company's internal policy. Submitting recommendations or proposals to the Board of Directors to improve these systems along with the corresponding deadline for dealing with them. • Assessing the company's risks and examining the analyses of risks that affect the business, the types of which are set out in the internal risk policies. This periodic information is prepared in accordance with internal rules, including the identification, measurement and establishment of management measures for the key risks affecting the company.
• Reporting to the Board of Directors on any risks uncovered, with an assessment thereof, and any key issues concerning risks.
The Enagás Group's Risk Committee is an executive governance body that assists the Management Committee on all matters related to the company's risks. It coordinates the set of strategic and operational activities to maximise the profitability of the business with certain degrees of uncertainty. Part of the duties of this committee are:

| • Overseeing compliance with risk regulations, proposing the actions it considers necessary in the event of any breach. Establishing the risk principles and |
|---|
| overall strategy, promoting the integration of the risk management function at all levels and areas of Enagás' business through a common risk culture aligned |
| with the company's objectives. |
• Reporting to and advising the Management Committee on matters related to the company's risks
Sustainability and Risk Department
The corporate Sustainability and Risk Department is in charge of the overall management of all regulations related to risk, supervising that risk management is applied correctly, disclosed, monitored and improved continuously so that it is aligned with the business needs at all times.
Part of their duties are: • Ensuring that the risk control and management systems are functioning correctly. Defining the framework of rules and methodologies for the identification, measurement and management of the main risks affecting the company.
• Participating actively in the preparation of risk strategies and in key decisions about their management. Analysing, from a risk perspective, the main risks and participating in the decisions that affect them.
• Supervising that the risk control and management actions proposed by the business units are mitigating risks effectively in the frame of the policy and the strategy drawn up.
The main risks affecting the Enagás Group in the development of its business can be classified as follows:
Strategic and business risks
These are risks which are inherent to the gas sector and are linked to potential losses of value or results derived from external factors, strategic uncertainties, economic cycles, changes to the environment, changes to patterns of demand, competition and market structure or changes to the regulatory framework, as well as those derived from taking the incorrect decisions in relation to business plans and company strategies. The Enagás Group's activities are mainly exposed to the following risks:
Changes in the regulatory framework.
Evolution of demand, with short-, medium- and long-term effects, associated with weather conditions, the competitiveness of natural gas with other energy sources, evolution of the economy, etc.
Permits and administrative approvals.
Impairment of fixed assets associated with projects.
Commercial risk
Others
During the operation of the infrastructures of the Enagás group, losses of value or deterioration of results can occur due to the inadequacy, failures of physical equipment and computer systems, errors of human resources or derived from certain external factors.
The main operational and technological risks to which the Enagás Group is exposed are:
Internal and/or external fraud.
Cybersecurity (economic fraud, espionage, activism and terrorism).
Financial and Fiscal Risks

The Enagás Group is subject to the risks deriving from the volatility of interest and exchange rates, as well as movements in other financial variables that could negatively affect the company's liquidity.
Interest rate fluctuations affect the fair value of assets and liabilities that accrue interest at fixed rates, and the future cash flows from assets and liabilities that accrue interest at floating rates.
Exchange rate fluctuations may affect positions held with regard to debt denominated in foreign currency, certain payments for services and the purchase of capital goods in foreign currency, income and expenses relating to companies whose functional currency is not the euro and the effect of converting the financial statements of those companies whose currency is not the euro during the consolidation process. This risk affects the Enagás Group, both owing to its international operations and intragroup loans in currencies other than the euro, mainly the US dollar.
The Enagás Group maintains a liquidity policy that is consistent in terms of contracting credit facilities that are unconditionally available and temporary financial investments in an amount sufficient to cover the projected needs over a given period of time.
As regards the execution of projects, the Enagás Group is exposed to uncertainties owing to the effective procurement of finance in conditions similar to those forecast in its business plans. On certain occasions this financial risk may be associated with other risks arising from the agreement terms that set out the conditions of service (which may even lead to the cancellation of the concession agreement).
It is also exposed to potential changes in legal frameworks for taxation and uncertainty arising from the possible different interpretations of prevailing tax laws, which could have a negative impact on results.
Credit and Counterparty Risks
Credit risk relates to the possible losses arising from the non-payment of monetary or quantifiable obligations of a counterparty to which the Enagás Group has granted net credit which is pending settlement or collection. The counterparty risk includes the potential breach of obligations acquired by a counterparty in commercial agreements that are generally established in the long-term.
Reputational risk refers to any action, event or circumstance that could have a harmful effect on the company's reputation among its stakeholders. Criminal Liability Risks
The amendments made to the Criminal Code in 2010 and 2015 establish criminal liability on the part of legal entities. In this regard, Enagás could be held liable in Spain for certain crimes committed by its directors, managers and or in the interest of the company. To prevent this risk from materialising, the Enagás Group has approved a Crime Prevention Model and has implemented the measures needed to prevent corporate crime and to avoid liability for the company. Likewise, as a result of the company's international activity, the Model has been broadened to cover the requirements of Mexican criminal law and US anticorruption measures.
Compliance Risks and Model
The Enagás Group is exposed to compliance risks, which comprises the costs associated with possible sanctions owing to infringement of laws or sanctions derived from the materialisation of operational events, conducting of improper business practices, non-compliance with internal policies and procedures and/or the incorrect use of models.
The Enagás Group Risk Control and Management Model defines the risk appetite framework, which corresponds to the maximum level of risk the company is willing to take on in order to meet its objectives, and which is expressed by means of risk limits. The level of risk tolerance is the result of the deviation in the level of risk the company takes on at a specific moment in relation to the defined risk appetite.
The Enagás Group has defined a set of limits for the main types of risk that the company may present (strategic risks and business, operational, technological, financial and tax-related, credit and counterparty, and criminal liability risks), with the establishment of the maximum acceptable level of risk, which is updated yearly by the Risk Committee. These limits are specified by a set of indicators that are regularly monitored throughout the year.
E.5. Identify any risks, including fiscal, which have occurred during the year:
The company had a medium risk profile over the course of 2019, partly due to the existence of corporate risk control and management systems. This allowed certain risks to be eliminated from the company's inventory, without their having any negative impact.
In Spain, there has been an impairment of current assets associated with projects that have been halted. In addition, remuneration for supply continuity in transmission activities was lower than expected, due to adjustments made by the regulator in 2018 demand for rebilling services to other companies, with effect in 2019.
It should also be noted that the regulatory cut approved by the CNMC for natural gas transmission and regasification activities has been significantly lower than its initial proposal, in part due to the risk management measures taken by the company. The effect of the cut will not be reflected until the new remuneration period comes into effect in 2021.
Internationally, with little significant impact on the company's consolidation, some commercial agreements in one of the affiliates have not been renewed. Minor operational risks materialised at two other affiliates: a cyberattack and an internal fraud case, without any significant financial loss.

E.6. Explain the response and supervision plans for the main risks of the entity, including fiscal risks, as well as the procedures followed by the company to ensure that the board of directors responds to the new challenges that arise:
A series of control activities defined by each of the business units and corporate departments are associated with the main risks identified by the company to ensure that it can respond adequately and in a timely manner. The Audit and Compliance Committee and the Risk Committee oversee the implementation of these control activities and monitor the action plans.
The type of controls in place vary considerably depending on the nature of the risk. For instance:
Regarding regulatory risks, controls and mitigating actions include, inter alia, active participation in regulatory development through the elaboration of proposals, ongoing cooperation with (domestic and European) regulators and public administrations.
Regarding infrastructure operation (e.g. damage, incidents), risks are mitigated through the design of maintenance and continuous improvement plans, the definition and monitoring of quality indicators, and control systems and alerts, which ensure service continuity and quality, among others. Likewise, there is an insurance schedule in place for transferring these risks to a third party.
Regarding strategic and business risks related to international asset management, controls include monthly monitoring of planning for international assets and returns on investments, among others.
Credit and counterparty risks are mitigated via establishment of guarantee mechanisms, in accordance with specific regulatory requirements, such as continuous monitoring of the main counterparties' credit profiles.
To prevent criminal liability risk from materialising, the Enagás Group has approved a Crime Prevention Model (reviewed in 2016) and has implemented the measures needed to prevent corporate crime and to avoid liability for the company.

Describe the mechanisms which comprise the internal control over financial reporting (ICFR) risk control and management systems at the entity.
Specify at least the following components with a description of their main characteristics:
F.1.1 The bodies and/or functions responsible for: (i) the existence and regular updating of a suitable, effective ICFR; (ii) its implementation; and (iii) its monitoring.
As part of the ICFR responsibilities at Enagás, S.A. and Subsidiaries (hereinafter the "Group"), the following bodies and/or functions develop, maintain and monitor the preparation of Group financial information:
Pursuant to Article 5 b) of the Rules and Regulations of the Organisation and Functioning of the Board of Directors, the Board is responsible for "the determination of the company's tax strategy and of its risk control and management policy, including tax risks, and the oversight of its internal information and control systems", and is ultimately responsible for guaranteeing an internal control environment conducive to complete, reliable and timely, financial reporting. Pursuant to Article 26 of the said regulations, the Audit and Compliance Committee has been delegated the duty of overseeing the internal information and control systems.
The Audit and Compliance Committee is responsible for "overseeing the preparation and presentation of financial information on the Company and the Group, checking compliance with regulatory requirements, the due definition of the scope of consolidation and the correct application of accounting principles and in particular to know, understand and monitor the efficiency of the internal control over financial reporting system (ICFR). It must also report to the Board of Directors on recommendations or comments it deems necessary on the application of accounting criteria, internal control systems and any other relevant matter, and in particular, to present recommendations or proposals to the Board of Directors to safeguard the integrity of such financial information", according to Article 8, sections 2 i) a) and 2 i) c), of the Regulations of the Audit and Compliance Committee of Enagás, S.A.
Likewise, article 44 of the Consolidated Text of the Articles of Association states that the Audit and Compliance Committee is responsible for seeing to the proper operation of the Company and its Group internal control, internal audit function, and risk management systems. In addition to discussing any significant weaknesses in the internal control system detected in the course of audit with the auditors without impinging on its independence. To carry out its duty of oversight of the effectiveness of internal control, the Audit and Compliance Committee has the support of an Internal Audit Department, as established in the General Internal Audit Regulations.
The Finance Department is responsible for designing, implementing and ensuring there is a suitable and efficient ICFR system. The Internal Control over Financial Reporting Unit assists it in these duties. This function is key to managing ICFR and has the following tasks:

• Collaborating in classifying any deficiencies detected during reviews of the ICFR system (material weaknesses, significant deficiencies, insignificant deficiencies). • Collaborating in implementing corrective measures detected in the reviews of the ICFR.
The Internal Audit Department reports to the Audit and Compliance Committee as per the General Internal Audit Regulation. It is responsible for "assessing and improving the efficiency of risk management processes, internal control and corporate governance". Its main ICFR duties, which are coordinated by, overseen and supervised by the Audit and Compliance Committee, include: • Performing tests and assessments of the design, implementation and operational effectiveness of the ICFR system.
• Conducting a series of limited checks on the documentation of cycles and sub-cycles to achieve a preliminary understanding of whether the documentation prepared by Enagás is up to date and to detect which potential control activities should be designed.
• Conducting a series of limited checks to gain a preliminary understanding of the degree of compliance and formalisation of the (manual and automated) controls established by Enagás.
• Verifying the correct implementation of corrective actions concerning the ICFR system in accordance with the Internal Annual Audit Plan.
Departments and units involved in preparing financial information
The people in charge of the sub-cycles/processes involved in the preparation of financial information and whose main duties are:
• Supervising the actions and evaluations carried out for each of the processes for the cycles in the Areas, for which they are responsible, with the possibility of eventually carrying out tests to confirm the results of specific controls.
• Establishing, monitoring and evaluating the effectiveness of the control activities within the cycles/sub-cycles, mainly concerning communication, allocating responsibilities, delegating competences, segregating duties and managing access to information and other critical resources, developing and modifying the processes (both operational and control) and support systems.
• Coordinating the design, documentation and implementation of ICFR system processes, ensuring objectives are met in order to manage each process.
• Ensuring that all documentation concerning the process is kept up to date (who, what, how, rules, proof, etc.) as well as that concerning the ICFR system control and risk objectives.
• In the case of amendments or updates to regulations, procedures, instructions etc., the owner of the process shall notify the ICFR Unit.
• Reporting, formally and periodically on the outcome of the self-assessments carried out.
• Collaborating in identifying qualitative factors which may affect the inclusion of this process in the general ICFR model.
• Implementing and promoting the implementation of corrective actions in the area of ICFR.
The allocation of ICFR responsibilities is reflected in the positions within the Group's organisational structure, and included in the job analysis and description sheets containing the description of the assigned tasks. Any changes in the allocation of responsibilities are made to the organisational structure and these sheets, as set forth in the company's "Organisational Development and Processes" procedure.
The design and review of the organisational structure, as well as the definition of the lines of responsibility, falls to the Board of Directors, through the Appointments, Remuneration and Corporate Social Responsibility Committee. As stipulated in the Regulations of the Appointments, Remuneration and Corporate Social Responsibility Committee of Enagás S.A., Article 8 2 (ii) e): "To submit proposals regarding the organisational structure of the Company and the creation of Senior Management positions that it considers necessary for a better and more efficient management of the Company to the Board of Directors, and also guidelines regarding the appointment, selection, career, promotion and dismissal of Senior Managers, in order to ensure that the Company has, at all times, the highly qualified personnel suitable for the management of its activities."
Likewise, the Corporate Resources and People Department is responsible for designing, implementing and updating the organisational structure within the Group. The internal mechanisms used by this department, to clearly define the lines of responsibility, are enumerated in:
• "Job Analysis and Description Sheets"
• The "Human Resources Development Procedure"
• The "Organisational Development and Processes Procedure"
which, among other matters, establishes and develops the overall management model for processes and job descriptions, in accordance with the company's strategy and business and operating needs, the organisational structure of the Departments/Units.

The particular features of the ICFR lines of responsibility and authority are regulated by the "Enagás Group ICFR Manual" as well as various rules and regulations concerning the key governing bodies and Senior Management. Meanwhile, specific ICFR-related responsibilities are considered in the design of the model, aligned with those defined in the "Job Analysis and Description Sheets". Versions of the ICFR model are generated periodically to reflect the changes over time in job responsibility.
Also worth noting is the "Powers of Attorney and Electronic Signature Certificates Management" procedure, which sets out the actions to ensure that responsibilities are given appropriately.
The organisational structure is available to all employees on the Intranet in the form of an organisational chart and is regularly updated. In addition, the specific rules and procedures detailing the related responsibilities are published on the Intranet, as stipulated in the "General Regulations for Rules and Process Management".
The following documents are available to all employees as part of the Group's Policy on Sustainability and Good Governance and other corporate policies:
Enagás Internal Code of Conduct in matters relating to Securities Markets.
As stipulated in Article 5 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors of Enagás, S.A., the company has an Internal Code of Conduct in matters relating to Securities Markets which was drawn up and approved by the Board. These regulations aim to protect the interests of investors in the company's securities and its Group and to prevent and avoid any situation of abuse by establishing the rules for:
Persons subject to the obligations established in the Internal Code of Conduct will receive a copy of the regulations and must sign a statement acknowledging receipt and declaring that they are aware of their obligations.
The Audit and Compliance Committee is responsible for ensuring compliance with the regulations and for making suggestions, as necessary, to improve them (Article 8 of the Regulations of the Audit and Compliance Committee of Enagás, S.A.). The Head of Compliance, in coordination with the General Secretariat, will ensure precise and true compliance with the obligations contained therein, with the requirement to regularly report to the Audit and Compliance Committee on the degree of compliance and any incidents detected in relation to it application for evaluation by the Committee, as stipulated by Article 19.2 of the regulations.
The "Enagás Group Code of Ethics" approved in 2008 and reviewed in 2012 and 2014, this review being approved by the Board of Directors at its meeting on December 16, 2019. It is available on the external website and Intranet, and aims to formalise " […] the Enagás' model of ethics and compliance and is developed through policies, standards, processes and controls […]". "The Code of Ethics reflects Enagás' ethical culture and sets out the guidelines that determine the behaviour of its employees, managers and directors and of third parties that have connections with the group.
" […] The Code will be reviewed as often as necessary to ensure that its content is aligned with applicable law and best practices, and to guarantee the effectiveness of the ethics and compliance model.
All Enagás professionals must understand and comply with the Code of Ethics and the rules that develop it. When so required by Enagás, they must accept knowledge of the Code and confirm compliance with it […]".
Its values address issues related to financial reporting:
Transparency and reliability of information: "With regard to the recording, collation and review of financial and non-financial information, we ensure its reliability and rigour, and apply the accounting policies, control systems and supervisory mechanisms defined by Enagás".
• Fight against fraud, corruption and bribery " […] We must not offer or accept, either directly or indirectly, gifts or hospitality from third parties, including public representatives, which go beyond the purely symbolic or which could be interpreted as an attempt to influence our will or to obtain undue advantage […]".
In this regard, in 2013 the "Procedures for Managing the Offering and Acceptance of Gifts" was approved and in 2015 the "Anti-Fraud, Corruption and Bribery Policy" was approved; it was reviewed in 2019.
Information confidentiality: " […] The information that we handle in our professional activity, except when its disclosure is expressly authorised, must be considered confidential and treated as such. We are all responsible for protecting the confidentiality of information, whether it relates to Enagás or to third parties, such as customers, suppliers or business partners, potential job applicants or any third party with whom we have a relationship in the course of our business. […]"

The Code states that " […] the Board of Directors is the body with ultimate responsibility for ensuring Enagás' ethical culture and the effectiveness of the ethics and compliance model. The Ethical Compliance Committee, which reports to the Audit and Compliance Committee, assumes the competences related to the ethics and compliance model. For its part, the Audit and Compliance Committee is responsible for supervising the implementation of the ethics and compliance model and for ensuring that the Ethical Compliance Committee has sufficient resources, autonomy and independence […]".
In addition, there is also a Compliance Policy to oversee the commitment to: " […] uphold conduct that complies with both regulations and ethical standards. […]" and " […] promote a culture of integrity and respect for the law and ethical standards that takes into consideration not only the interests of Enagás but also the needs and expectations of its stakeholders […]". This policy is reinforced by the General Compliance Standard.
Code of Conduct of the Technical Manager of the Spanish Gas System
The Code of Conduct for the Technical Manager of the Spanish Gas System approved at the Board of Directors meeting of December 15, 2014, available on the external website and Intranet, aims to " [...] ensure that the functions of the Technical Management of the Spanish Gas System are carried out independently from the rest of the Enagás Group's activities, in compliance with the criteria legally established in Hydrocarbons Sector Law 34/1998, of October 7 [...]".
As set out in the Code: "It is the obligation of Enagás GTS to keep the list of the individuals subject to this Code of Conduct updated at all times and to send each of these a copy of the Code, requiring them to furnish a letter in which they confirm they have received the Code and declare that they know and accept compliance with the obligations they are subject to".
It also provides that: " […] The Ethical Compliance Committee is entrusted with ensuring compliance with this Code of Conduct and the effectiveness hereof. It will therefore periodically report to the Audit and Compliance Committee of the Board of Directors of Enagás, S.A. on the results of its assessment and on any deficiencies detected. However, the Managing Director of the Technical Manager of the System will address any queries that may be raised by the employees of Enagás GTS regarding the Code of Conduct […]".
The Ethical Compliance Committee, pursuant to Article 63.4 d) of the Hydrocarbons Sector Law, shall prepare a report containing the following information:
• The measures adopted to guarantee the segregation of activities. • The conflicts of interest reported and the measures adopted to resolve them […]."
Internal Audit Code of Ethics
The Internal Audit Code of Ethics, available on the corporate Intranet, was approved in 2017, establishing the ethical culture in the function of Internal Audit as an independent activity. It includes:
Principles relevant for the profession and practice of the internal audit:
Integrity
Competition
The Rules of Conduct which describe the behaviour expected from all internal auditors. These rules serve to assist with the interpretation of the Principles in their practical application. Their aim is to guide the ethical conduct of internal auditors.
Once a year all internal auditors must sign a declaration stating that they are cognisant of, understand and uphold these rules. In turn, professionals who work with the Internal Audit Department must also sign this declaration, when they start to provide their services.
The company has a whistleblowing channel, the "Ethics Channel", for consultation and reporting of irregularities or breaches of the Enagás Group Code of Ethics and the Code of Conduct of the Technical Manager of the Spanish Gas System.
The processing of such queries and notifications is the responsibility of the Ethical Compliance Committee, which functionally reports and is accountable for its performance to the Audit and Compliance Committee. This Committee shall respond to all reports and periodically prepare a report to be submitted to the Audit and Compliance Committee. However, according to the "Procedure for the management of consultations and reporting regarding irregularities or breaches of the Code of Ethics", if the consultation or notification is of a financial or accounting nature or concerns internal control or fraud, it shall be forwarded directly to the Audit and Compliance Committee.
· Training and refresher courses for personnel involved in preparing and reviewing financial information or evaluating ICFR, which address, at least, accounting rules, auditing, internal control and risk management:

The Talent Management Department, which reports to the Human & Corporate Resources Department, has a "Training School" which manages and plans all the training programmes and other instruction initiatives for all employees included in the Training Plan and in the Training Programme.
In coordination with the Finance Department and the Internal Audit Department, Talent Management identifies and analyses the specific training needs of all personnel involved in preparing and reviewing financial reporting, including issues concerning accounting, internal control and risk management.
In 2019, the Finance Department and the Internal Audit Department took part in various training programmes, including: Programme for Certification of Internal Control COSO, Internal Control of the tax function, Model of corruption prevention, Cybersecurity: basic concepts and good practices, among others.
In addition, since this year the Enagás Group, together with other relevant companies, participates in a collaborative space on the ICFR to share experiences, knowledge and best practices in this area.
Report at least:
Identifying risk is one of the core fundamentals in risk analysis with regards to the preparation of financial information. The process follows the COSO 2013 (Committee of Sponsoring Organisations of the Treadway Commission) framework. One of the objects is to help ensure that transactions are recorded faithfully in accordance with the related accounting framework so it can provide reasonable assurance regarding the prevention or detection of errors that could have a material impact on the information contained in the consolidated annual accounts.
The "Enagás Risk Control and Management Policy" provides a reference in the area of risk identification, as it states the company's policies on how to deal effectively with uncertainty, risks and the associated opportunities, thereby improving its capacity to generate value in order to achieve the aims of the Group, which include reliable financial reporting.
The principles and criteria included in the policy were issued by the Enagás Risk Committee. This Committee is charged with defining, approving and updating the basic criteria and principles guiding actions in relation to risk, as set out in the "Functioning of the Enagás Risk Committee" procedure.
The principles set out in the "Enagás Risk Control and Management Policy" are articulated in the "General Regulations for Risk Control and Management", providing an organisational and methodological framework that ensures the risk control and management process is implemented appropriately and effectively.
Specific risks related to the company's Internal Control over Financial Reporting System are classified in this framework under the Group's operational risk category. The identification and measurement of these risks are performed as set out in the Internal Control over Financial Reporting System Manual.
· If the process covers all of the objectives of financial information, (existence and occurrence; completeness; valuation; delivery; breakdown and comparability; and rights and obligations), whether it is updated and with what frequency:
Pursuant to the "Enagás Group ICFR Manual", the risk identification process covers all financial reporting objectives to ensure the accuracy and completeness of the same. In this regard, the manual describes the risks related to the financial reporting process as follows:
• Completeness: the risk that not all transactions, and other circumstances and events are recorded.
• Rights and obligations: the risk that not all financial information at any given date does reflect the rights and obligations through the corresponding assets and liabilities in accordance with applicable standards.
• Existence and occurrence: the risk that not all transactions, circumstances and events exist or not all are recorded at the appropriate time.
• Valuation: the risk that not all transactions, circumstances and events are recorded and valued in conformity with applicable standards. • Delivery, breakdown and comparability: the risk that not all transactions, circumstances and events are classified, presented and disclosed in the financial information in accordance with applicable standards.

• Internal fraud: includes the risk of manipulation of files, software and information, and the risk of unauthorised activities (involving employees) leading to intentional financial statement misstatements and misappropriation of funds and assets due to inappropriate use of corporate assets.
Periodically, the ICFR Unit fully evaluates all control processes and corresponding specific risks mitigation measures in place, and at the same time, assesses whether new risks need to be added.
· A specific process is in place to define the consolidation scope, taking into account, inter alia, the possible existence of complex corporate structures or special purpose vehicles:
The Finance Department operates a management and updating process to identify those companies which should be included in the consolidation scope. This process is detailed in the "Period-End Procedures for Consolidated Financial Statements and Annual Accounts".
In compliance with article 8 of the Regulations of the Audit and Compliance Committee, the Committee's duties and competencies include "Overseeing the preparation and presentation of financial information on the company and the Group, checking compliance with regulatory requirements, the due definition of the scope of consolidation and the correct application of accounting principles and, in particular, to know, understand and monitor the efficiency of the internal control over financial reporting system (ICFR)."
In determining the companies covered by the ICFR scope, the Group considers those in which it has direct or indirect control, and so for all other consolidated companies, the Group includes controls to ensure consistency, validity and reliability of the financial information provided for inclusion in the consolidated financial statements.
· The process addresses other types of risk (operational, technological, financial, legal, fiscal, reputational, environmental, etc.) insofar as they may affect the financial statements:
The process of identifying risks associated with achieving the financial reporting objectives takes into account the possible effects derived from the materialisation of other types of risks contained in the risk control and management model described in section e) of this document. These effects would arise, as the case may be, through strategic and business risks, operational and technological risks, credit and counterparty risks, financial and fiscal risks, criminal liability risks, reputational risks and compliance and model risks.
· Which of the entity's governing body oversees the process:
The Audit and Compliance Committee is responsible for overseeing " […] the effectiveness of risk control and management systems in order to mitigate risks adequately, in the framework of the Company's internal policy." Also, and according to Article 8.2, section (v) a) of the Regulations of the Audit and Compliance Committee of Enagás S.A., it is responsible for submitting " […]recommendations or proposals to the Board of Directors to improve these systems along with the corresponding deadline to dealing with them […]".
F.3.1 Procedures for reviewing and authorising the financial information and description of ICFR to be disclosed to the securities markets, stating who is responsible in each case and documentation and flow charts of activities and controls (including those addressing the risk of fraud) for each type of transaction that may materially affect the financial statements, including procedures for the closing of accounts and for the separate review of critical judgements, estimates, evaluations and projections.
Procedures for reviewing and authorising financial information to be disclosed to the markets.
The organisation has the following documents to ensure the reliability of the financial information to be disclosed to the securities markets:

• The "Manual of Accounting Policies (PGC)" and the "Manual of Accounting Policies (IFRS)", which establish and provide clear information on the accounting policies required for performing accounting estimates and preparing the Company's Individual and Consolidated Financial Statements and Annual Accounts, to ensure that these provide a true and fair view of its equity, financial position, results of operations, changes in net equity and changes in cash flows.
• "Period-end procedures for the Individual Financial Statements and Annual Accounts" and "Period-end procedures for the Consolidated Financial Statements and Annual Accounts" approved by the Financial General Manager establishing the process of preparing, processing, reviewing and authorising the financial information at the closing of accounts by the persons in charge. These also establish the controls of judgements, estimates and evaluations which may materially affect the financial statements.
• "Procedure on the provision of Regular Reports to Securities Market Regulators" which establishes the process to be followed when preparing periodic financial information to be disclosed to the regulated markets regarding interim financial reports, interim management reports and, if applicable, quarterly financial reports, and defines the persons responsible of approval of said financial information.
With regard to the preparation and subsequent disclosure of financial reporting, the Investor Relations Department, the Finance Department, the General Secretariat, the Board of Directors and the Chairman of the Board all play a key role at the various levels within the Organisation in the validation and approval of all financial information.
The Group's ICFR control structure is based on the five components of the COSO Model included in the Internal Control-Integrated Framework report (2013):
Likewise, the recommendations of the report on "Internal Control over Financial Reporting at Listed Companies" prepared by the CNMV's Internal Control Working Group (ICWG) (2010) are taken into consideration.
In this regard, the ICFR model states a number of key control objectives which, if fully implemented, allow reliability and transparency in preparing financial reporting. Implementation of these objectives is intrinsically tied to the effectiveness of "Control activities" at each stage of their execution.
In this context, the control structure defined is based on two classes of control:
The General Controls form the basis of the ICFR model. These are interlinked controls that directly affect the organisational structure and procedures. These are known as the "control environment" in the CNMV and COSO recommendations.
At the end of 2019, there were 46 ICFR general controls in operation. Senior Management is responsible for overseeing these controls, which are split between the following departments:
These controls are assessed once a year to incorporate any updates and to identify new control components.
Process controls Process Controls (control activities) are controls over an organisation's operating processes that are more specific than general controls. These are part of each of the main cycles and sub-cycles comprising the ICFR procedures, guaranteeing the reliability and transparency of Enagás financial reporting. These are factors which mitigate the risks inherent in the financial reporting procedure mentioned above to ensure the established control objectives are met.
These control activities are used throughout all the ICFR model and the eight Areas which affect financial reporting:

The quarterly self-assessment process carried out by the ICFR unit allows the organisation to confirm the validity of the description of these controls by the people responsible, identifying any updates (new process controls, elimination, automation, etc.).
At year-end 2019, there were 208 ICFR process controls, approximately 26% of which were automated.
In addition to the controls we have mentioned above, when designing the ICFR subcycles a series of operating activities are defined to establish a flow chart showing how these impact financial reporting. Likewise, these activities are included in a corporate IT tool which establishes the models for the ICFR subcycles.
At year-end 2019, there were 736 operating activities, approximately 16% of which were automated.
F.3.2 Internal control policies and procedures for Information Technology (IT) systems (including secure access, control of changes, system operation, continuity and segregation of duties) giving support to key company processes regarding the preparation and publication of financial information.
IT systems play an important role and are configured to support the preparation, processing and extraction of the financial information to be disclosed. This is why they are included in the ICFR actions and configuration.
All actions concerning information systems are regulated in the Cybersecurity Policy which defines the principles to effectively manage information security in the IT systems, as well as the assets involved in the processes.
Based on the principles of this policy, Enagás has designed the "General Rules for Management of IT Systems" establishing the responsibilities and the relationship between the requesting units and the Information Systems Department.
We also have General Computer Controls ("GCCs"). These provide a control framework designed to offer a reasonable level of security in IT systems used for financial reports, guaranteeing, to the greatest degree possible, that the information is confidential, available and complete. At year-end there were 46 General Computer Controls included in the "IT INFORMATION TECHNOLOGY" area, broken down into the following cycles: • Logical and physical security cycle.
Here we would note that within the operation and support of networks, databases and operating systems cycle is the GCC relating to the Business Continuity and Disaster Recovery Plan.

The objectives established within the framework of General Computer Controls help achieve control objectives related to the processing of computer generated information, through the defining, development, implementation and reviewing of control activities such as user and authorisation management, administrator management, access control, incident management, change management, business continuity, information storage and recovery, operations monitoring, etc.
Integral to the objectives of control of IT systems is the need to establish an appropriate segregation of duties, which is a prerequisite for an ICFR system to function efficiently and effectively. It is therefore of vital importance that there is a clear distinction between who has to execute actions related to the treatment of financial information, and who has to review and/or approve them. For this reason, correctly allocating profiles, both in IT systems and in terms of positions and functions, is critical to the success of the process.
F.3.3 Internal control policies and procedures for overseeing the management of outsourced activities, and of the
appraisal, calculation or valuation services commissioned from independent experts, when these may materially affect the financial statements.
Enagás is particularly vigilant about any activities carried out by third parties which may significantly impact the financial statements to ensure maximum control over key procedures that may be outsourced, and that the activities are carried out to the standard that the Group demands. The internal rules regulating this can be found in the "Identification and Treatment Procedures for Service Organisations". The Group also has the following regulations and internal procedures regulating the contracting process and ensuring quality control of third parties:
When the Organisation engages the services of independent experts for appraisal, calculation or valuation services, we request that they certify they are reputable firms in their field and are independent. This helps ensure that the Group's management is able to supervise and take the ultimate decisions on the estimate processes which may impact accounting records.
Indicate the existence of at least the following components, and specify their main characteristics:
F.4.1 A specific function in charge of defining and maintaining accounting policies (accounting policies area or department) and settling doubts or disputes over their interpretation, which is in regular communication with the team in charge of operations, and a manual of accounting policies regularly updated and communicated to all the company's operating units.
The Accounting and Accounting Policies Units, which reports to the Accounting Department is responsible for keeping all accounting policies regularly updated and communicating these to all personnel involved in the financial reporting process.
It has therefore drawn up the "Accounting Policy Manual (PGC)" and the "Accounting Policy Manual (IFRS)", internal documents which outline all procedures and the accounting policies required for performing accounting estimates and preparing the Company's Individual and Consolidated Financial Statements and Annual Accounts, to ensure that these provide a true and fair view of its equity, financial position, results of operations, changes in net equity and changes in cash flows. Those employees involved in the process are informed of any updates to the policies via the Intranet.
F.4.2 Mechanisms in standard format for the capture and preparation of financial information, which are applied and used in all units within the Entity or Group, and support its main financial statements and accompanying notes as well as disclosures concerning ICFR.
The preparation, review and approval of all financial information in standard format is regulated by the "Period-end procedures for the Individual Financial Statements and Annual Accounts" and the "Period-end procedures for the Consolidated Financial Statements and Annual Accounts", as well as the "Accounting Policy Manual (PGC)" and the "Accounting Policy Manual (IFRS)", which serve as guides to carrying out these tasks.

Furthermore there is a specific mechanism for the process of preparing the annual accounts and accompanying notes, where the Audit and Compliance Committee, as a Board Committee, takes on a special relevance, overseeing this process (e.g. monitoring the supervision work of the Internal Audit unit, being cognisant of the internal control over financial reporting system (ICFR) as well monitoring the work performed by the external auditor) before the annual accounts are certified by the Board of Directors. The functions of the Audit and Compliance Committee in this regard are detailed in article 8 of the "Regulations of the Audit and Compliance Committee of Enagás, S.A.".
The Group has an IT tool to record and treat all financial information which satisfies the needs of both individual and consolidated reporting.
Indicate the existence of at least the following components, describing their main characteristics:
F.5.1 The ICFR monitoring activities undertaken by the audit committee and an internal audit function whose competencies include supporting the audit committee in its role of monitoring the internal control system, including ICFR. Describe the scope of the ICFR assessment conducted in the year and the procedure for the person in charge to communicate its findings. State also whether the company has an action plan specifying corrective measures for any flaws detected, and whether it has taken stock of their potential impact on its financial information.
In this context, one of Enagás' top priorities is to take a proactive, and thereby preventive role during a phase of constantly overseeing the model, to ensure that the model is updated and aligned with both the business and the best regulatory practices.
Constant analysis of and follow up of ICFR, detecting possible flaws and making sure the corresponding improvements and adjustments are achieved by taking the following measures:
• A regular evaluation of the design and effectiveness of current anti-fraud programmes and controls. Its scope and frequency depends on the importance of the associated risk and the demonstrated effectiveness of the controls in place.
• The participation of the Internal Audit Department, through the supervision functions attributed by the ICFR model through the "General Internal Audit Regulations", the "Enagás Group ICFR Manual" and the "Regulations of the Audit and Compliance Committee of Enagás, S.A.".
• Effective supervision by the Audit and Compliance Committee, relative to overall control of the ICFR model, delegated by the Board of Directors, and instrumented by Internal Audit.
• Reporting on weaknesses found, taking corrective measures to solve them, establishing mechanisms to track them and assigning the necessary resources to achieve them, according to the instructions in the "Enagás Group ICFR Manual".
• Finally, once finalised, and subsequent to the implementation of the proposed measures, a design and final validation process will be undertaken, which will eventually be incorporated into the ICFR model.
Key throughout this oversight process is the function of Internal Audit which, as set out in the "General Internal Audit Regulations", is responsible for:
• Collaborating with the Audit and Compliance Committee in fulfilling its duties, particularly with regard to the supervision of the internal control system and the risk control and management process, to relations with the external auditor and to supervision of the financial information preparation process. Regarding relations with the external auditor, there is an Accounts Auditor Contracting and Relationship Procedure, which will be monitored for the maintenance of an objective, professional and continuous relationship with the auditor of the Company, respecting at all times its independence.
• Participating in the review of the Internal Control over Financial Reporting (ICFR) system established by the company for its subsequent certification.
In order to ensure that these objectives are met, there is an "Internal Audit Annual Plan", which is overseen and approved by the Audit and Compliance Committee, and includes a review of the ICFR system.
In this regard, the Group's management conducted an internal assessment of the ICFR system and concluded that the system in place for Enagás, S.A. and Subsidiaries at December 31, 2019 is effective and contains no significant deficiencies.

F.5.2 If a discussion procedure is in place, whereby the auditor (pursuant to TAS), the internal audit function and other experts can report any significant internal control weaknesses encountered during their review of the annual accounts or other assignments, to the company's senior management and its audit committee or board of directors. State also whether the entity has an action plan to correct or mitigate the weaknesses found.
Article 8 of the Regulations of the Audit and Compliance Committee of Enagás, S.A. details the objectives and functions of the Committee, including " […] liaise with the external auditors to obtain information on any issues that could compromise the latter's independence. Specifically, the discrepancies that may arise between the auditor of accounts and Company management, for review by the Committee, and any other discrepancies relating to the audit process, as well as the possible safeguard measures to be adopted, discussing the significant weaknesses detected in internal control with the auditor of accounts, and never jeopardising the independence of the audit, concluding on the level of confidence and reliability of the system […]".
The Committee is also in charge of supervising compliance with the "Internal Code of Conduct in matters relating to Enagás' Securities Markets". The reports on the activities of the Audit and Compliance Committee contain important information about communication procedures and the conclusions reached at the end of each year.
There is no other relevant information regarding ICFR at the Group to add to that which we have provided above.
State whether:
F.7.1 The ICFR information supplied to the market has been reviewed by the external auditor, in which case the corresponding report should be attached. Otherwise, explain the reasons for the absence of this review.
The Group has voluntarily subjected its ICFR to review since 2008. All reviews have been carried out by the accounts auditor of Enagás, S.A. and Subsidiaries.
The report for 2019 is attached.

Indicate the degree of the company's compliance with the recommendations of the good governance code of listed companies.
Should the company not comply with any of the recommendations or comply only in part, include a detailed explanation of the reasons so that shareholders, investors and the market in general have enough information to assess the company's behaviour. General explanations are not acceptable.
Compliant [ ] Explain [ X ]
Additional Provision 31 of Law 34/1998, of October 7, on the Hydrocarbons Sector, in force since the enactment of Act 12/2011, of May 27, governing civil liability for nuclear damage or damage caused by radioactive materials, specifies in section 2 that:
"No natural or legal person may hold, directly or indirectly, an interest in the parent company (ENAGÁS, S.A.) representing more than 5% of share capital or exercise more than 3% of its voting rights. Under no circumstances may such shareholdings be syndicated. Any party operating within the gas sector, including natural or legal persons that directly or indirectly own equity holdings in the former of more than 5%, may not exercise voting rights over 1%. These restrictions do not apply to direct or indirect interests held by public sector enterprises. Under no circumstances may share capital be syndicated.
Likewise, the combined total of direct or indirect holdings owned by parties that operate within the natural gas sector may not exceed 40%. For the purposes of calculating the stake in that shareholding structure, in addition to the shares or other securities held or acquired by entities belonging to its same group, as defined by article 4 of Act 24/1988, dated July 28, on the Securities Market, stakes shall be attributed to one and the same natural or legal person when they are owned by:
a) Those parties who act in their own name but on behalf of that natural or legal person in a concerted fashion or forming a decision-making unit with them. Unless proven otherwise, the members of a governing body shall be presumed to act on account of or in concert with that legal person. b) Partners with those with which one of them exercises control over a dominant company in accordance with article 4 of Securities Market Act 24/1988, of July 28.
In any event, regard shall be had to the proprietary ownership of the shares and other securities and the voting rights attached to each. Non-compliance with the limit on interests in the share capital referred to in this article shall be deemed a very serious breach in accordance with the terms set out in Article 109 of this Law. Responsibility shall lie with the natural or legal persons found to be the owners of the securities or whoever the excess interest in the share capital or in the voting rights can be attributed to, pursuant to the provisions of the preceding paragraphs. Whatever the case, the penalty system stipulated herein will apply.
Enagás, S.A. may not transfer the shares of the subsidiaries carrying out regulated activities to third parties."
Meanwhile, section 3 of Additional Provision 31 of this law states that:
"The restrictions of shareholding percentages and non-transfer of the shares referred to in this provision are not applicable to other subsidiaries that ENAGÁS, S.A. may constitute for business activities other than transmission, regulated by Article 66 of Law 34/1998, of October 7, on the Hydrocarbons Sector, management of the transmission network and technical management of the Spanish gas system".
Meanwhile, article 6 bis of the company's Articles of Association ("Limitations on holdings in share capital") establishes that:
"No natural or legal person may hold a direct or indirect stake of more than 5% in the equity capital of the company, nor exercise voting rights in such company of over 3%. Under no circumstances may such shareholdings be syndicated. Those parties that operate within the gas sector, including those natural or legal persons that directly or indirectly possess equity holdings in the former of more than 5%, may not exercise voting rights in the company of over 1%. These restrictions do not apply to direct or indirect interests held by public sector enterprises. Under no circumstances may share capital be syndicated. Likewise, the combined total of direct or indirect holdings owned by parties that operate within the natural gas sector may not exceed 40%.
For the purposes of calculating the stake in that shareholding structure, the Hydrocarbons Industry Act shall apply.
Enagás may not transfer to third parties shares of the subsidiaries included in its Group that undertake transmission and technical management of the system, which are regulated businesses under Hydrocarbons legislation."

| Compliant [ ] | Partially compliant [ ] | Explain [ ] | Not applicable [ X ] |
|---|---|---|---|
| --------------- | ------------------------- | ------------- | ---------------------- |
Compliant [ X ] Partially compliant [ ] Explain [ ]
This policy should be disclosed on the company's website, complete with details of how it has been put into practice and the identities of the relevant interlocutors or those charged with its implementation.
Compliant [ X ] Partially compliant [ ] Explain [ ]
When the Board approves the issuance of shares or convertible securities without pre-emptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation.

| Compliant [ X ] | Partially compliant [ ] | Explain [ ] |
|---|---|---|
| ----------------- | ------------------------- | ------------- |
Compliant [ X ] Explain [ ]
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] |
|---|---|---|
| ----------------- | ------------------------- | ------------- |
Such conditions and procedures should encourage shareholders to attend and exercise their rights and be applied in a nondiscriminatory manner.

Compliant [ X ] Partially compliant [ ] Explain [ ] Not applicable [ ]
| Compliant [ ] | Partially compliant [ ] | Explain [ ] | Not applicable [ X ] |
|---|---|---|---|
| --------------- | ------------------------- | ------------- | ---------------------- |
In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to principles of good faith, ethics and respect for commonly accepted customs and good practices, but also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, customers and other stakeholders, as well as with the impact of its activities on the broader community and the natural environment.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Explain [ ]

The results of the prior analysis of board needs should be written up in the appointments committee's explanatory report, to be published when the general shareholders' meeting is convened that will ratify the appointment and re-election of each director.
The director selection policy should pursue the goal of having at least 30% of total board places occupied by female directors before the year 2020.
The appointments committee should run an annual check on compliance with the director selection policy and set out its findings in the annual corporate governance report.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ]
This criterion can be relaxed:
Compliant [ X ] Explain [ ]

However, when the company does not have a large market capitalisation, or when a large cap company has shareholders individually or concertedly controlling over 30% of capital, independent directors should occupy, at least, a third of Board places.
Compliant [ X ] Explain [ ]
a) Background and professional experience.
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] |
|---|---|---|
| ----------------- | ------------------------- | ------------- |
Compliant [ ] Partially compliant [ ] Explain [ ] Not applicable [ X ]
Compliant [ X ] Partially compliant [ ] Explain [ ] Not applicable [ ]


The removal of independent directors may also be proposed as a consequence of offers for the takeover, merger or similar corporate actions affecting the company that may involve a change in the company's capital structure, whenever such changes in the board of directors arise under application of the proportionality criterion pointed out in Recommendation 16.
Compliant [ X ] Explain [ ]
If a director is indicted or tried for any of the crimes stated in the corporate legislation, the board shall examine the matter and, in view of the particular circumstances, decide whether or not the director shall be called on to resign. The board of directors is to provide a reasoned account of such events in the annual corporate governance report.
Compliant [ X ] Partially compliant [ ] Explain [ ]
When the board makes material or reiterated decisions about which a director has expressed serious reservations, then he or she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next recommendation.
The terms of this recommendation also apply to the secretary of the board, even if he or she is not a director.
Compliant [ ] Partially compliant [ ] Explain [ ] Not applicable [ X ]

| Compliant [ X ] | Partially compliant [ ] | Explain [ ] | Not applicable [ ] | ||
|---|---|---|---|---|---|
| 25. | their responsibilities effectively. | The appointments committee should ensure that non-executive directors have sufficient time available to discharge | |||
| The board of directors regulations should lay down the maximum number of company boards on which directors can serve. | |||||
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] | |||
| The board should meet with the necessary frequency to properly perform its functions, eight times a year at least, in accordance with 26. a calendar and agendas set at the start of the year, to which each Director may propose the addition of initially unscheduled items. |
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| Compliant [ X ] | Partially compliant [ ] | Explain [ ] | |||
| 27. | absence, directors should delegate their powers of representation with the appropriate instructions. | Director absences should be kept to a strict minimum and quantified in the annual corporate governance report. In the event of | |||
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] | |||
| 28. | When directors or the secretary express concerns about some proposal or, in the case of directors, about the company's performance, and such concerns are not resolved at the meeting, they should be recorded in the minute book if the person expressing them so requests. |
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| Compliant [ X ] | Partially compliant [ ] | Explain [ ] | Not applicable [ ] | ||
| 29. | necessary to external assistance at the company's expense. | The company should provide suitable channels for directors to obtain the advice they need to carry out their duties, extending if | |||
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] |
Compliant [ X ] Explain [ ] Not applicable [ ]

For reasons of urgency, the chairman may wish to present decisions or resolutions for board approval that were not on the meeting agenda. In such exceptional circumstances, their inclusion will require the express prior consent, duly reported/recorded in the minutes, of the majority of directors present.
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] |
|---|---|---|
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ] Not applicable [ ]
Compliant [ X ] Explain [ ]

The evaluation of board committees should start from the reports they send the board of directors, while that of the board itself should start from the report of the appointments committee.
Every three years, the board of directors should engage an external facilitator to aid in the evaluation process. This facilitator's independence should be verified by the appointments committee.
Any business dealings that the facilitator or members of its corporate group maintain with the company or members of its corporate group should be detailed in the annual corporate governance report.
The process followed and areas evaluated should be detailed in the annual corporate governance report.
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] |
|---|---|---|
Compliant [ ] Partially compliant [ ] Explain [ ] Not applicable [ X ]
| Compliant [ ] | Partially compliant [ ] | Explain [ ] | Not applicable [ X ] |
|---|---|---|---|
| --------------- | ------------------------- | ------------- | ---------------------- |

Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ] Not applicable [ ]

Compliant [ X ] Partially compliant [ ] Explain [ ]

| Compliant [ X ] Partially compliant [ ] |
Explain [ ] | Not applicable [ ] | |
|---|---|---|---|
| -------------------------------------------- | ------------- | -------------------- | -- |
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] |
|---|---|---|
| ----------------- | ------------------------- | ------------- |
Compliant [ X ] Partially compliant [ ] Explain [ ]

Compliant [ ] Explain [ X ] Not applicable [ ]
The amendments to the Articles of Association proposed by the Board of Directors for the 2015 General Shareholders' Meeting included the amendment to article 45 to allow the split of the Appointments, Remuneration and CSR Committee into two separate committees. The Board of Directors will study the opportunity to separate the Appointments, Remuneration and CSR Committee into two separate committees.
When there are vacancies on the board, any director may approach the appointments committee to propose candidates that it might consider suitable.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ]

Compliant [ X ] Partially compliant [ ] Explain [ ] Not applicable [ ]


The company should report on corporate social responsibility developments in its Directors' report or in a separate document, using an internationally accepted methodology.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Explain [ ]
The company may consider the share-based remuneration of non-executive directors provided they retain such shares until the end of their mandate. The above condition will not apply to any shares that the director must dispose of to defray costs related to their acquisition.

In particular, variable remuneration items should meet the following conditions:
Compliant [ X ] Partially compliant [ ] Explain [ ] Not applicable [ ]
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] | Not applicable [ ] |
|---|---|---|---|
| ----------------- | ------------------------- | ------------- | -------------------- |
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] | Not applicable [ ] |
|---|---|---|---|
| ----------------- | ------------------------- | ------------- | -------------------- |
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] | Not applicable [ ] |
|---|---|---|---|
| ----------------- | ------------------------- | ------------- | -------------------- |

The above condition will not apply to any shares that the director must dispose of to defray costs related to their acquisition.
| Compliant [ ] | Partially compliant [ X ] | Explain [ ] | Not applicable [ ] |
|---|---|---|---|
| --------------- | --------------------------- | ------------- | -------------------- |
The General Shareholders' Meeting held on March 29, 2019 passed a three-year long-term incentive plan (2019-2021), to be paid in 2021, based on the fulfilment of the objectives and metrics established in the plan. For executive directors, this incentive may result, at most, in the delivery of shares representing 150% of their annual remuneration (50% per year). This is the second long-term incentive provided by the company in years and is for a limited amount. When other plans are adopted, the limit proposed in this recommendation (of not transferring shares equivalent to twice their annual fixed remuneration) will be considered.
Compliant [ X ] Partially compliant [ ] Explain [ ] Not applicable [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ] Not applicable [ ]

Specifically, indicate whether the company is subject to corporate governance legislation from a country other than Spain and, if so, include the compulsory information to be provided when different from that required by this report.
The Board of Directors of Enagás, S.A., unanimously agreed to the Company signing up to the Code of Good Tax Practices, promoted by the Large Companies Forum and the AEAT. The company joined on April 21, 2017 and the Company complies with its contents.
APPENDIX II.- Report on the Activities of the Audit and Compliance Committee, 2019.
APPENDIX III.- Audit opinion on Internal Control over Financial Reporting ("ICFR"), 2019.
APPENDIX IV.- Audit opinion on the Annual Corporate Governance Report, 2019.
APPENDIX V.- Annual Corporate Governance Report, 2019 (English version).
This annual corporate governance report was approved by the company's Board of Directors at its meeting held on:
17/02/2020
List whether any directors voted against or abstained from voting on the approval of this Report.
The list of direct and indirect holders of significant stakes set out in section A.2 of this Report includes those significant shareholders who on December 31, 2019 qualified as such in the relevant Official Register of the CNMV. The foregoing is independent of the question of whether or not the issuer received timely notice from any relevant shareholder in pursuance of Article 23 of Royal Decree 1362/2007, of October 19.
The table for this section uses information published in the Official Registers of the CNMV, in accordance with the communication filed by the Company's Directors.
Regarding dividends paid by Enagás to the significant shareholders referred to in section A.5 of this Report, note:
On July 3, 2019, Enagás paid BANK OF AMERICA CORPORATION a final dividend for 2018 of 7,920 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 5,522 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 13,442 thousands of euros.
On July 3, 2019, Enagás paid SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES ("SEPI") a final dividend for 2018 of 10,958 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 7,639 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 18,598 thousands of euros.
On July 3, 2019, Enagás paid BLACKROCK INC a final dividend for 2018 of 7,416 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 5,171 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 12,587 thousands of euros.
On July 3, 2019, Enagás paid NORGES BANK. a final dividend for 2018 of 6,329 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 4,412 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 10,741 thousands of euros.
On July 3, 2019, Enagás paid STATE STREET CORPORATION a final dividend for 2018 of 6,592 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 4,595 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 11,187 thousands of euros.
This refers to Mr Bartolomé Lora Toro as the natural person representative of the Director of the Sociedad Estatal de Participaciones Industriales (SEPI).
At the date of preparation of this report, the SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES (SEPI), in addition to having a seat on the Board, also had a significant holding (5%) in the share capital of Enagás, S.A.
SEPI cannot exercise control over Enagás, S.A. as it is not in any of the circumstances set out in Article 4 of the Spanish Securities Market Act 24/1988, of July 28 (hereinafter, "LMV").
Accordingly, no natural or legal person exercises or could exercise control over Enagás, S.A in accordance with Article 4 of the LMV.
On March 27, 2015, the General Shareholders' Meeting authorised the Board of Directors to buy its own shares for a maximum of 5 years.
On March 29, 2019, the General Shareholders' Meeting approved a long-term incentive plan for 2019-2021 ("ILP 2019-2021") which included the delivery of shares to the Executive Directors, the members of the Management Committee and senior management of the Company and its group of companies, and April 23, 2019, the Board of Directors approved the Long-Term Incentive Regulations which established the standards for the application of the aforementioned plan.
Pursuant to the foregoing and in accordance with the company's treasury share policy approved by the Board of Directors on April 18, 2016, the Board approved a programme to buy back own shares on April 23, 2019, allowing the purchase of a maximum of 405,084 shares under the programme. The repurchase was entrusted to a financial intermediary of recognised competence to do so on behalf of the company, independently and without its influence.
In execution of the above, the company proceeded to repurchase the maximum number permitted under the repurchase plan approved on April 23, 2019, which, added to the remaining shares (96,862) resulting from the settlement of the previous ILP 2016-2018, giving a current figure of 501,946 own shares.
Further text of section 2 of the 31 additional provision of the Hydrocarbons Sector Law 34/1998, of October 7 (hereinafter, also called "LSH"):
(...) "For the purposes of calculating the stake in that shareholding structure, in addition to the shares or other securities held or acquired by entities belonging to its same group, as defined by Article 4 of Act 24/1988, of July 28, on the Securities Market, stakes shall be attributed to one and the same natural or legal person when they are owned by:
a) Those parties who act in their own name but on behalf of that natural or legal person in a concerted fashion or forming a decision-making unit with them. Unless proven otherwise, the members of a governing body shall be presumed to act on account of or in concert with that legal person.
b) To partners with whom it exercises control over a dominant company in accordance with Article 4 of the LMV".
In any event, regard shall be had to the proprietary ownership of the shares and other securities and the voting rights attached to each.
Non-compliance with the limit on interests in the share capital referred to in this Article shall be deemed a very serious breach in accordance with the terms set out in Article 109 of this Law. Responsibility shall lie with the natural or legal persons found to be the owners of the securities or whoever the excess interest in the share capital or in the voting rights can be attributed to, pursuant to the provisions of the preceding paragraphs. Whatever the case, the penalty system stipulated herein will apply.
Enagás, S.A. may not transfer the shares of the subsidiaries carrying out regulated activities to third parties".
Meanwhile, section 3 of Additional Provision 31 of this law states that:
"The restrictions of shareholding percentages and non-transfer of the shares referred to in this provision are not applicable to other subsidiaries that ENAGÁS, S.A. may constitute for business activities other than transmission, regulated by Article 66 of Law 34/1998, of October 7, on the Hydrocarbons Sector, management of the transmission network and technical management of the national gas system".
Restrictions under the Company's Articles of Association:
In accordance with the aforementioned legal provision, Article 6 bis of Enagás' Articles of Association ("Limitations on holdings in share capital") establishes that:
"No natural or legal person may hold a direct or indirect stake of more than 5% in the equity capital of the company, nor exercise voting rights in such company of over 3%. Under no circumstances may such shareholdings be syndicated. Those parties that operate within the gas sector, including those natural or legal persons that directly or indirectly possess equity holdings in the former of more than 5%, may not exercise voting rights in the Company of over 1%. These restrictions do not apply to direct or indirect interests held by public sector enterprises. Under no circumstances may share capital be syndicated.
Likewise, the combined total of direct or indirect holdings owned by parties that operate within the natural gas sector may not exceed 40%.
For the purposes of calculating the stake in that shareholding structure, the Hydrocarbons Industry Act shall apply.
Enagás may not transfer to third parties shares of the subsidiaries included in its Group that undertake transmission and technical management of the system, which are regulated businesses under Hydrocarbons legislation".
In the table relating to External Proprietary Directors, in the SEPI profile, it lists its natural person representative as Mr Bartolomé Lora Toro.
The Chief Executive Officer, Mr Marcelino Oreja Arburúa, has been delegated the following powers:
A) Jointly and severally.
Collect whatever is payable to him for any reason, in bills, cheques, promissory notes, or by deposit in a bank account, by public or private bodies in the European Union, other international organisations, by central, regional, provincial, local government authorities, executive agencies, government depositaries and, in general, by any private natural or legal person in the public or private sectors; establish and settle balances, determine the form of payment of amounts owed to the Company, grant extensions of deadlines, set payment terms and conditions; cash orders of payment from the central, regional or local government tax authorities, including receiving from central government tax offices or other agencies money in cash or any means that represents it and accept the refund of amounts paid in tax.
Represent the Company in dealings with third parties, whether natural or legal, public or private, and before all kinds of authorities, public officials, boards and collegiate bodies, chambers, committees, associations, public property registers, companies registers, or public registers of any other kind, trade unions, mutual insurance companies, executive or non-executive agencies, whether autonomous or otherwise, directorates, regional offices of any kind of central, regional, provincial or local government authorities and any other public entities of any level or jurisdiction, whether Spanish or otherwise, whatever their name or nature; exercise any rights, remedies, claims and defences relating to the Company; formulate petitions and in connection with all types of proceedings, file claims and appeals of any kind, including motions for reconsideration and appeals for review, in which the Company has an interest, either in proceedings initiated by the Company or in those of others that directly or indirectly affect the Company; file them, take part in the processing of them; formulate and respond to representations, propose and examine evidence; apply for stays and adjournments; discontinue and abandon or in any other way withdraw from them, at any stage of the proceedings; execute and enforce agreements, detachments and return of documents; request and respond to certificates and summonses, be they governmental, notarial or of any other nature; request certificates, depositions and authentic copies; take delivery from public authorities, including post and telegraph offices and customs officers, of all kinds of papers, objects, goods and consignments in general addressed to the company, executing any notarial instruments or documents under hand required for such withdrawal or dispatch.
Make formal appearances in representation of the Company before courts and tribunals of any branch or level, whether in the civil, criminal, administrative, social or labour or any other jurisdiction, and before any arbitrator or arbitration body, of all levels, both domestic and foreign, whatever their territorial scope, and before any other authority, justice system, prosecutor's office, boards, centres, offices, departments, panels, bodies and officers belonging to the judiciary and the administration of justice, of any branch and level, and before them make sworn or ordinary statements and respond to interrogatories in court under non-determinative oath; initiate, pursue and complete as principal, defendant, partner in joinder of parties, coadjutor or in any other capacity, all types of judicial proceedings before any jurisdiction; file, pursue and waive appeals of any kind, including governmental and administrative appeals, and motions for reconsideration, rehearing, appeals for review to the same or a higher court, applications to the Supreme Court on the ground of manifest injustice of a previous decision, appeals against refusal of leave to appeal, actions to have decisions declared void, appeals on the ground on lack of jurisdiction, actions for enforcement of rights or any other legally permitted ordinary or extraordinary appeals, and the abandonment, discontinuance or any other form of withdrawal from proceedings in which the Company has an interest, as well as all kinds of proceedings, including conciliation proceedings, with or without a pretrial settlement, proceedings of voluntary jurisdiction, governmental, notarial, mortgage and tax proceedings and, accordingly, to bring, respond to and pursue through all their formalities and levels until their conclusion all kinds of actions, claims, complaints, criminal actions, accusations, pleas and defences, and exercise any other causes of action, ratifying them whenever personal ratification is required; choose venues and submit implicitly or explicitly to jurisdictions; give evidence as a legal representative at any of the aforementioned proceedings, petition for stays of proceedings; make, request, receive and comply with summonses, notifications, citations and service of process; apply for joinders, attachments, cancellations, enforcements, dispossessions, filings, auctions of assets, statements and assessments of costs; raise issues of jurisdiction and preliminary issues; challenge witnesses; furnish and challenge evidence, waive evidence and the transfer of proceedings to another court; agree to favourable rulings; provide and withdraw payment bonds and deposits as and when required by the court; provide sureties, make judicial deposits and, in both cases, request they be refunded as and when appropriate, and execute and enforce court rulings.
Attend, speak and vote at meetings that are held in bankruptcy proceedings, whether fault-based or otherwise, and in temporary receivership proceedings and arrangements with creditors while they remain in force, approve and challenge creditors' claims and their ranking, appoint and accept appointments as receivers and administrators, appoint representatives; accept and reject debtors' proposals and appoint members of conciliation bodies.
Confer powers on court representatives and counsel, freely chosen by him, with general powers for litigation and special powers freely established in each case, including those of responding to interrogatories in court, reaffirming positions, withdrawing and abandoning actions, signing such public or private documents as may be necessary for the exercise of such powers.
Enter into contracts of any kind with central, regional, provincial and local government authorities and executive agencies and, in general, with any natural or legal person in the public or private sectors, including contracts for works, supplies and services (excluding regasification, gas transmission and storage, and gas supply contracts); arrange auctions, calls for bids, competitive tendering, direct procurement or any other legal form of procurement; sign proposals and procurement specifications, award contracts and accept contract awards, sign the related contracts and any public and private documents that may be required for their formalisation, fulfilment or performance and discharge.
Take the necessary steps to establish arrangements with central, regional, provincial and local government authorities and their agencies concerning all kinds of public prices, levies, whether they be charges, taxes or rates, that affect the Company, agree to such arrangements and for this purpose approve, agree to and sign any covenant, contract or accord referring thereto.
Buy, sell, lease, purchase under a preferential right, assign, subrogate, contribute, encumber, exchange unconditionally or subject to conditions, at a declared price, deferred or paid in cash, all kinds of goods and real estate; establish, accept, modify, acquire, dispose of, defer, terminate and cancel, fully or partially, payment bonds, pledges and other security interests in favour of third parties.
Lease property as the lessor or lessee thereof.
Enter into finance lease agreements, subject to such terms and conditions as he may freely determine.
Buy, sell, lease, purchase under a preferential right, assign, subrogate, contribute, encumber, exchange unconditionally or subject to conditions, at a declared price, deferred or paid in cash, all kinds of real estate; establish, accept, modify, acquire, dispose of, defer, terminate and cancel mortgages, easements and other rights in rem over real estate, whether of common law or foral law, and also prohibitions, conditions and all kinds of restrictions on real estate; provide real estate collateral guarantees in favour of third parties.
File declarations of construction and cultivation, definition and demarcation of boundaries, grouping together, aggregation, segregation and division of property, and organise buildings under condominium arrangements.
Apply for official franchises and authorisations, permits and licences, and complete all the formalities to obtain them, and to renew, amend or cancel them as may be necessary or appropriate.
Negotiate and establish with owners affected by future gas installations, whether or not there are compulsory purchase proceedings pending, the imposition of rights of way for pipelines and ancillary components and the purchase of land on which to install gas distribution and regulation chambers or other components that depend on or belong to the networks of the Company granting the power of attorney, arranging for this purpose such mutually agreed transactions, clauses and prices that he considers to be fair, and signing public and private documents of any kind, regardless of the amount involved, and cancel rights of way fully or partially.
Initiate any proceedings for compulsory purchase in which the Company has an interest, make formal appearances thereat and make the representations that he considers appropriate, request and conduct expert appraisals, request and receive compensation and, in general, participate in such proceedings in all formalities and appeals related thereto without limitation, executing and signing for the purpose public or private documents of any kind.
With regard to proceedings for compulsory purchase, imposition of rights of way and temporary occupation governed by the Law and Regulations on Compulsory Purchase that are instituted by the Company granting power of attorney for the construction of gas pipelines, networks and branches and ancillary installations, they may:
a) Formulate requests and petitions, request and respond to certificates and summonses of all kinds, request affidavits, certificates and certified copies in which the Company has an interest, in dealings with natural and legal entities in the public or private sectors, without any exception.
b) Make and withdraw deposits of any kind, including cash, at public entity depositaries of any kind and those held by natural or legal persons, at any of their offices and agencies.
c) Attend the drawing up of official records of facts and events prior to and after the completion of compulsory purchase actions.
d) Group together, aggregate, segregate and divide real estate, making the filings relating thereto with the relevant Property Registers.
e) Arrange for the imposition of rights of way and title restrictions and for the acquisition and occupation by mutual agreement of property and rights affected by the laying of gas pipelines, their networks and branches and ancillary installations, fixing prices and conditions.
f) Discharge or redeem any charges or liens affecting the properties, fixing the price and conditions of such redemption.
g) Authorise, and as appropriate, empower by granting power of attorney to such persons as he considers appropriate to represent the Company at the official recording of facts and events prior to and at the time of the occupation of properties affected by compulsory purchase proceedings.
17.Enter into contracts with any natural or legal persons in the public or private sectors for the long-term provision of services of regasification, transmission and storage, procurement of points of entry to the Company's gas system, gas supply and any other contract for the provision of services connected with the gas business and ancillary activities.
18.Enter into contracts with any natural or legal persons in the public or private sectors for the short-term provision of services of regasification, transmission and storage, procurement of points of entry to the Company's gas system, gas supply, connection to installations and any other contract for the provision of services connected with the gas business and ancillary activities.
19.Set up, merge, change the corporate form, dissolve and wind up, take part in the enlargement or modification, of any kind of companies, partnerships, Economic Interest Groupings, European Economic Interest Groupings and joint ventures, represent the Company in them, attend or take part in all kinds of meetings, holding office and appointing officers and representatives as he considers appropriate; contribute to commercial companies all kinds of assets, receiving in payment the relevant shares, equity interests, scrip certificates, convertible or non-convertible debentures, option rights or shares and, in the case of dissolution, the relevant assets. Establish share syndication agreements.
20.Apply for entries to be made at the Property and Companies Registers; send, receive and respond to summonses and notifications and request notarial certificates of all kinds, signing certificates of attendance and any other formality connected with them.
21.Apply for the registration of trademarks and trade names, patents of invention and introduction, utility models and other modalities of industrial property, or challenge and denounce any attempted or effective misappropriation of the name, trademarks and countersigns of Company products and counterfeits of them, initiating and pursuing the appropriate proceedings and making formal appearances in proceedings initiated by others, making statements, providing proof and petitioning as appropriate.
22.Acquire and dispose of intellectual and industrial property rights.
23.Organise, direct and inspect all of the Company's services and installations and verify audits of Company funds.
24.Hire and dismiss personnel employed by the Company, of whatever kind and category, appoint and remove them from their duties, stipulating their pay, duties and tasks, and the remuneration payable for extraordinary services.
25.Grant loans and credits to Company staff and agree subsequent renewals, alterations, subrogations and cancellations thereof.
26.Grant payment bonds and personal and in rem guarantees to Company staff as surety for the fulfilment of personal and mortgage loan contracts granted to Enagás personnel.
27.Negotiate and sign on behalf of the Company any kind of general or partial collective agreements and any other type of pact, agreement or arrangement with the Company staff, trade unions or administrative or judicial authorities that are competent in matters of labour and social security.
28.Issue any kind of certificates, identity cards and other documents with the details of Company staff that are contained in the company record books and files.
29.Sign all documentation to do with social security, accidents at work insurance, enrolments and dis- enrolments, filings and changes; initiate and pursue claims before the Spanish National Institute of Social Security and offices thereof, mutual insurance companies, benefit societies and insurance companies.
30.Make formal appearances and represent the Company in dealings with the regional traffic department and offices thereof, in order to register, transfer and scrap any type of vehicle belonging to the Company and to register and deregister them as appropriate.
31.Take delivery of letters, certificates, dispatches, parcels, postal orders and declared value items from communications offices, and of goods and property shipped from shipping companies, customs and agencies. Receive, open, answer and sign any kind of correspondence and keep the Company's books in accordance with the law.
32.Sign any public or private documents that may be necessary in order to jointly and severally exercise the powers granted hereunder as effectively as possible.
33.Request and obtain electronic signature certificates from authorised providers of certification services and use the electronic signature whenever he considers it appropriate in accordance, at all times, with the applicable rules on electronic signatures.
34.Grant such powers of attorney as he considers necessary, being able to confer each and every one of the aforementioned powers granted hereunder or part of them on such person or persons as he considers appropriate. He may also revoke the powers granted by the Board of Directors, by himself or by other Company bodies.
The powers included in this section must be exercised by Group B as legal representative, together with any of the authorised legal representatives in accordance with the following deeds executed before the Madrid Notary Public
Mr Pedro de la Herrán Matorras: (i) deed dated June 13, 2012 number 1,291 of the filing system, registered on Company sheet M-6113, entry 728; (ii) deed dated June 27, 2013, number 1,493 of the filing system, registered on Company Sheet M-6113, entry 752;-(iii) deed dated September 10, 2013, number 2,023 of the filing system registered on Company Sheet M-6113, entry 763; (iv) deed dated September 13, 2017, number 1,915 of the filing system, registered on Company Sheet M-6113, entry 816. The terms of these powers of attorney are as follows:
Jointly with another authorised signee from Group B or from I Group A, up to a limit of 30,000.000 C, except for power of attorney 12, which can be jointly executed for any amount with another I authorised signee from Group B or from Group C.
Jointly with another authorised signee from Group C up to a limit of 20,000,000 euros".
The aforementioned powers (be they joint and several, joint) cannot be exercised in one or more of the following circumstances exist, which are considered LIMITATIONS on the powers delegated here:
I. Making investments or transactions of any type that, due to their high amount or special characteristics, represent a strategic or special fiscal risk for the Company.
II. Creation or acquisition of shares in special purpose vehicles or entities resident in jurisdictions considered tax havens, and any other transactions or operations of a similar type that, by their nature, might impair the transparency of the Company or the Group.
III. Performing transactions that the Company or the companies perform with the members of the Board of Directors under the terms set forth in Articles 229 and 230 of the Corporate Enterprise Act, or with shareholders who, individually or jointly with others, hold a significant stake, including shareholders represented on the Company's Board of Directors or the boards of other companies belonging to the same group or with persons associated with them.
However, this limitation will not be applicable in one of the following two cases:
A) When, in the opinion of the legal representative, there are urgent circumstances that require the transaction or make it advisable; or
B) When the transactions simultaneously meet the following three characteristics:
1st They are governed by standard form contracts applied on an across-theboard basis to a large number of customers.
2nd They go through at market. generally set by the person supplying the goods or services.
3rd Their amount does not exceed 1% of the Company's annual revenue.
IV. Carry out any action that, in accordance with the Corporate Enterprises Act, is a non-delegable power either of the Board of the Company or of the Board of Directors of the Company.
including the Bank of Spain, savings banks and other credit institutions, both Spanish and foreign.
The Director Mr Marcelino Oreja Arburúa also holds the position of Director of MIBGAS Derivatives, S.A., a company that is not part of the Enagás Group and in which Enagás S.A. holds a 19.4% stake.
The Director Mr Marcelino Oreja Arburúa also holds the position of Director of Tallgrass Energy G.P., a company that is not part of the Enagás Group and in which Enagás S.A. holds a 12.62% indirect stake.
SEPI has representation on the Board of Directors of the listed company EBRO FOODS, S.A. through ALYCESA (a 91.96%-owned subsidiary of SEPI).
The increases in the remuneration accrued during the year in favour of the Board of Directors, compared to that reported in the previous year, are mainly due to the settlement of the Long-Term Incentive Plan (2016-2018) which took place in April 2019.
During financial year 2019, the total remuneration of the Senior Management of the Company amounted to 8,013 thousands of euros. This includes the remuneration received by the Director of Internal Audit (Ms Rosa Sánchez Bravo).
The increases in the remuneration accrued during the year in favour of Senior Management, compared to that reported in the previous year, are mainly due to the settlement of the Long-Term Incentive Plan (2016-2018) which took place in April 2019.
DURATION IN CHARGE AND CO-OPTION:
Article 10 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors stipulates that Directors may hold office for a period of four years, and may be re-elected for similar periods. Directors appointed by co-option will perform their duties until the date of the first General Meeting, or until the date of the following meeting, if the vacancy arises after the General Meeting has been convened and before it is held.
Article 11 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors stipulates that the Appointments, Remuneration and CSR Committee, responsible for evaluating the quality of work and dedication to their offices of the Directors proposed during the previous term of office, shall provide the information required to assess proposals for re-election of non-Independent Directors presented by the Board of Directors to the General Meeting and proposals for the re-election of Independent Directors.
Proposals for re-election shall always be accompanied by a report from the Board justifying the competencies, experience and merits of the candidate. This report shall be attached to the minutes of the General Meeting or of the Board.
As a general rule, appropriate rotation of Independent Directors should be ensured. For this reason, when an Independent Director is proposed for re-election, the circumstances making this Director's continuity in the post advisable must be justified.
Directors shall leave their post after the first General Meeting following the end of their term of appointment and in all other cases in accordance with the law, the Articles of Association and these Regulations (Article 12.1 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors).
The Board of Directors shall not propose the removal of any Independent Director prior to the end of the period mandated by the Articles of Association for which they have been appointed, unless there are due grounds acknowledged by the Board following a report from the Appointments, Remuneration and Corporate Social Responsibility Committee. In particular, it shall be understood that there is just cause when the Director takes on new offices or assumes new obligations that prevent them from devoting the time necessary to perform the duties of the office of Director, breaches the duties inherent to their position or is affected by one of the circumstances that cause them to lose their independent status in accordance with the provisions of applicable legislation (Art. 12.3 of the Rules and Regulations of the Organisation and Functioning of the Board of Directors).
As disclosed in note 4.6 c) to the Annual Accounts, Law 22/2015 on the Audit of Accounts establishes that non-audit services provided by the auditor must be less than 70% of the average fees paid for audit services for four consecutive years. The amount of non-audit services rendered by the auditor of accounts (Ernst & Young, S.L.) amounts to 34% of the audit service fees invoiced during 2019 (23% for the Group).
In accordance with Article 529 octodecies of Corporate Enterprises Act, the Board is informed of the main terms and conditions of Director's contracts in the Remuneration Policy and Remuneration Report that is submitted to the Board every year.
The duties and responsibilities of the Audit and Compliance Committee are:
Chairman of the Committee and the auditors should give a clear account to shareholders of their scope and content.
a) Seeing to the proper operation of the internal audit as well as ensuring the independence of the unit that performs internal audit functions, which reports functionally to the Chairman of the Committee. It also ensures the smooth running of internal control and information systems submitting recommendations and proposals to the Board of Directors, with related monitoring periods, as it deems appropriate.
The head of the unit responsible for the internal audit function shall present an annual work programme to the Committee, and report on any incidents arising during its implementation, and shall submit an activity report at the end of each year.
weaknesses detected in internal control with the auditor of accounts, and never jeopardising the independence of the audit in order to be able to conclude on the level of confidence and reliability of the system.
including the identification, measurement and establishment of management measures for the key risks affecting the Company.
g) Assisting with drafting the Annual Corporate Governance Report, especially in areas concerning information transparency and conflicts of interests.
Providing information on issues within the scope of its duties at the General Meeting.
The duties and responsibilities of the Appointments, Remuneration and Corporate Social Responsibility Committee are:
a) To evaluate the competencies, knowledge and experience required on the Board of Directors. To this end, and in accordance with the Director's selection policy, it shall determine the functions and capacities required of the candidates to fill each vacancy, and evaluate the precise amount of time and degree of dedication necessary for them to effectively perform their duties, while overseeing that the Non-Executive Directors have sufficient time available to properly perform their functions.
The Committee will draw up and regularly update a matrix with the necessary competences of the Board and which defines the skills and knowledge of the candidates for Directors, in particular executive and independent Directors.
In particular, the Committee shall ensure that the policy of corporate responsibility identifies at least:
The report which, if any, may be issued by the Committee on the Company's general policy of Corporate Social Responsibility, shall be developed using any of the internationally accepted methodologies, and shall be published on the website of the Company sufficiently in advance of the Ordinary General Shareholders' Meeting.
b) To report to the Board of Directors on measures to be taken in the event of breach of these Board Regulations or the Internal Code of Conduct on matters relating to the securities markets on the part of Directors or other persons subject to those rules. In performing this duty, the
Appointments, Remuneration and Corporate Social Responsibility Committee shall work in conjunction with the Audit and Compliance Committee wherever appropriate.
.
Regarding dividends paid by Enagás to significant shareholders, excluding Directors, referred to in section D.2 of this Report, note:
On July 3, 2019, Enagás paid BANK OF AMERICA CORPORATION a final dividend for 2018 of 7,920 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 5,522 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 13,442 thousands of euros.
On July 3, 2019, Enagás paid SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES ("SEPI") a final dividend for 2018 of 10,958 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 7,639 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 18,598 thousands of euros.
On July 3, 2019, Enagás paid BLACKROCK INC a final dividend for 2018 of 7,416 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 5,171 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 12,587 thousands of euros.
On July 3, 2019, Enagás paid NORGES BANK. a final dividend for 2018 of 6,329 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 4,412 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 10,741 thousands of euros.
On July 3, 2019, Enagás paid STATE STREET CORPORATION a final dividend for 2018 of 6,592 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 4,595 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 11,187 thousands of euros.
Regarding dividends paid by Enagás to Directors who are significant shareholders, as referred to in section D.3 of this Report, note:
On July 3, 2019, Enagás paid SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES ("SEPI") a final dividend for 2018 of 10,958 thousands of euros, as approved by the General Shareholders' Meeting. Additionally, in December 2019, a 7,639 thousands of euros interim dividend against 2019 earnings was paid. Therefore, the total dividend paid stands at 18,598 thousands of euros.
The criteria used by Enagás for reporting information on significant operations carried out by the Company with other entities in the same group is as follows:
Significant operations with other entities in the Group shall be reported provided that they are not eliminated in the consolidation process.
Of the operations that are not eliminated in the consolidation process, a report shall be made of those that do not simultaneously meet the following three conditions:
a. Their amount does not exceed 1% of the company's annual revenues.
The amount from related party transactions is obtained from the following breakdown:
| Group entity | Related party | Category | Amount (€ thousand) |
|---|---|---|---|
| Enagás S.A. Banco Santander, S.A. Finance cost | 6,938 | ||
| Enagás Internacional, S.L.U. | Banco Santander, S.A. Finance cost | 4,732 | |
| Total finance cost, other related parties | 11,670 |
| Group entity | Related party | Category | Amount (€ thousand) |
|---|---|---|---|
| Enagás Internacional, S.L.U. | Banco Santander, S.A. Financial income | 11 | |
| Total finance revenue, other related parties | 11 |
| Group entity | Related party | Category | Amount (€ thousand) |
|---|---|---|---|
| Enagás S.A. | Banco Santander, S.A. | Guarantees | 23,333 |
| Total guarantees, related parties | 23,333 |
| Group entity | Related party | Category | Amount (€ thousand) |
|---|---|---|---|
| Enagás S.A. | Banco Santander, S.A. | Agent Services | 15 |
| Enagás S.A. | Banco Santander, S.A. | Vehicle rental | 62 |
| Enagás S.A. | Club Español de la Energía | Services received | 51 |
| Enagás S.A. | C.E.O.E. | Services received | 36 |
| Enagás S.A. | Fundación Aspen Institute España | Services received | 2 |
| Enagás S.A. | (SEPI) | Services received | 17 |
| Enagás S.A. | Thyssen-Bornemisza Collection Foundation |
Services received | 6 |
| Enagás G.T.S., S.A. | Club Español de la Energía | Services received | 3 |
| Enagás Transporte S.A.U. | Banco Santander, S.A. | Vehicle rental | 114 |
| Enagás Transporte S.A.U. | Club Español de la Energía | Services received | 1 |
| Total services received, other related parties | |||
Total transactions with other related parties 35,318
Financial expenses: In 2019, financial expenses payable to Banco Santander, S.A. amounted to 11,670 thousands of euros, of which 6,938 thousands of euros is payable by Enagás S.A. and 4,732 thousands of euros is payable by Enagás Internacional, S.L.U.
Financial income: In 2019, Enagás Internacional, S.L.U. received financial income from Banco Santander, S.A. amounting to 11 thousands of euros.
Guarantees and sureties received: Guarantees extended by Banco Santander, S.A. in 2018 amounted to 23,333 thousands of euros, all of which were granted to Enagás, S.A.
Services received: Enagás, S.A. incurred expenses of 77 thousands of euros, as follows:
| Services received from Banco Santander | |||||||
|---|---|---|---|---|---|---|---|
| Category | Amount | Price policy | Payment terms |
Guarantees | |||
| Vehicle hire | 62 | - | - | - | |||
| Agency commission | 15 | - | - | - |
Services received: Enagás Transporte, S.A.U. incurred expenses of 114 thousands of euros, broken down as follows:
| Services received from Banco Santander | |||||
|---|---|---|---|---|---|
| Category | Amount | Price policy | Payment terms | Guarantees | |
| Vehicle hire | 114 | - | - | - |
Services received: Enagás, S.A. incurred expenses of 51 thousands of euros, as follows:
| Services received from Club Español de la Energía | |||||
|---|---|---|---|---|---|
| Category | Amount | Price policy | Payment terms |
Guarantees | |
| Various services | 51 |
Services received: Enagás Transporte, S.A.U. incurred expenses of 1 thousands of euros, broken down as follows:
| Services received from Club Español de la Energía | ||||||
|---|---|---|---|---|---|---|
| Category | Amount | Price policy | Payment terms | Guarantees |
| Various services | 1 | - | - | - |
|---|---|---|---|---|
| ------------------ | --- | --- | --- | --- |
Services received: Enagás G.T.S., S.A.U. incurred expenses of 3 thousands of euros, broken down as follows:
| Services received from Club Español de la Energía | |||||
|---|---|---|---|---|---|
| Category | Amount | Price policy | Payment terms |
Guarantees | |
| Various services | 3 | - | - | - |
Services received: Enagás, S.A. incurred expenses of 36 thousands of euros, as follows:
| Services received from CEOE | |||||
|---|---|---|---|---|---|
| Category | Amount | Price policy | Payment terms |
Guarantees | |
| Various services | 36 |
Services received: Enagás, S.A. incurred expenses of 2 thousands of euros, as follows:
| Services received from Fundación Aspen Institute España | |||||
|---|---|---|---|---|---|
| Category | Amount | Price policy | Payment terms |
Guarantees | |
| Various services | 2 |
Services received: Enagás, S.A. incurred expenses of 6 thousands of euros, as follows:
| Services received from Thyssen-Bornemisza Collection Foundation | |||||
|---|---|---|---|---|---|
| Category | Amount | Price policy |
Payment terms |
Guarantees | |
| Various services | 6 |
Services received: Enagás, S.A. incurred expenses of 17 thousands of euros, as follows:
| Services received from SEPI | |||||
|---|---|---|---|---|---|
| Category | Amount | Price policy |
Payment terms |
Guarantees | |
| Various services | 17 |
Annual Activity Report of the Audit and Compliance Committee
AUDIT AND COMPLIANCE COMMITTEE 17/02/2020

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Progress made in 2019 26
On December 31, 2019, the composition of the Audit and Compliance Committee was as follows:


Chairwoman
Ms Isabel Tocino Biscarolasaga Independent

Member Sociedad Estatal de Participaciones Industriales (SEPI), represented by its Vice President Mr Bartolomé Lora Toro Proprietary

Member Ms Rosa Rodríguez Díaz Independent

Member Mr Luis García del Río Independent

Member Mr Martí Parellada Sabata External

Secretary Mr Rafael Piqueras Bautista

6
In 2019, there were no changes in the composition of the Committee.
The Board of Directors has appointed the members of the Audit and Compliance Committee taking into account their knowledge, skills, as well as their experience in accounting, internal control auditing and risks. The composition of the Committee is therefore in accordance with the best practices of good corporate governance.
All the information on the Directors, including their work experience, is available on the Enagás corporate website.
Pursuant to the provisions of the Audit and Compliance Committee Regulations, the Committee holds its meetings in accordance with an annual calendar, which includes at least four ordinary sessions.
Eight meetings were held during 2019: five regular committees and three preparatory ones.
All members of the Audit and Compliance Committee attended these meetings.
The Committee conducted its activity in 2019 in accordance with the best practices of corporate governance and the standard procedures set out in Technical Guide 3/2017 on Audit Committees at public-interest entities.
https://www.enagas.es/enagas/ es/QuienesSomos/ ConsejoAdministracion

In accordance with the provisions of the corporate texts, the Audit and Compliance Committee was assisted by the Internal Audit Director, Ms Rosa Sánchez Bravo, in her duties as adviser to the Committee.
In addition, during 2019, at the invitation of the Chairwoman of the Committee, the Committee requested the presence of certain Company executives to discuss matters within their competence in accordance with the agenda. Specifically, it was attended by the Chief Executive Officer, Mr Marcelino Oreja Arburúa and the Financial General Manager of Enagás, Mr Borja García-Alarcón Altamirano. The Sustainability and Risk Director and the Compliance Director also attended meetings of the Committee when the latter addressed issues related to their functions.
Likewise, the representatives of the external auditor, Ernst & Young, S.L., attended the ordinary meetings of the Committee.
The documentation relative to each meeting, such as the agenda and the minutes from the previous meeting, were given to Committee members sufficiently in advance.
Ordinarily, after each Audit and Compliance Committee meeting the Chairwoman of the Committee reported to the Board of Directors in a meeting held the same day, with regard to the actions taken and matters addressed in each Committee meeting.


The Audit and Compliance Committee is governed by the provisions of applicable laws and regulations, the provisions contained in the Articles of Association, the Rules and Regulations for the Organisation and Functioning of the Board of Directors of Enagás, S.A., as well its Regulations of the Audit and Compliance Committee, dated on December 16, 2019.
These documents are available on the website.
The main duties of the Audit and Compliance Committee are summarised under the following basic categories:
i. Overseeing the preparation and presentation of any financial information on the Company and its Group, and checking compliance with regulatory requirements, the due definition of the consolidation scope and correct application of accounting principles, and, especially, to understand and monitor the efficiency of the Internal Control over Financial Reporting system (ICFR).
i. Taking responsibility for the selection process, in accordance with the applicable regulations, and to this end must: define the procedure for selecting the auditor; and issue a
reasoned proposal containing at least two alternatives for the selection of the auditor, except in the case of re-election.
Company and the external auditor respect the rules in force and the existing internal procedures.

previous section, that could comprise the independence of the accounts auditor, considered separately and in their totality, other than statutory audits.
i. Overseeing the proper operation of internal audit and ensuring the independence of the Company's internal audit function, ensuring the provision of sufficient resources and suitably qualified personnel for the optimum performance of its duties.

12
particular, identify, manage and adequately quantify all material risks affecting the company.



15


During 2019, the Audit and Compliance Committee effectively executed its schedule of actions, in accordance with the recommendations of the Technical Guide and the Good Governance Code of Listed Companies.
The most relevant activities conducted by the Audit and Compliance Committee in 2019 are summarised below.
In its meeting held on February 22, 2019, the Committee analysed and debated the 2018 annual accounts, reporting favourably on them to the Board of Directors, which proceeded to prepare the annual accounts for the year ending December 31, 2018 under the terms set out by the Committee.
The Committee also verified that the Non-Financial Information Statement, which is included in the Management Report of the Consolidated Annual Accounts, included all the reporting required by Law 11/2018, of December 28 on non-financial information and diversity, reporting in this regard to the Board of Directors.
Finally, the consolidated accounts for 2018, together with the Management Report, were approved by the General Shareholders' Meeting on March 29, 2019.
Throughout 2019, in accordance with the recommendations on good governance, the Committee has reviewed the interim financial statements on the occasion of the quarterly and half-yearly closing, based on the reports provided by the Financial General Manager and the external auditor.
The Committee understands that this activity is of vital importance in maintaining strict control of the Company's accounts and to facilitate the issuance of an unqualified audit report at year-end.
As a result of its work, the Committee presented at its meetings in April and October 2019 reports to the Board of Directors regarding the interim economic and financial information of Enagás and the economic and financial information for the first quarter of 2019.
With regard to the new accounting standards the Finance Department regularly reported to the Audit and Compliance Committee on the process of implementing the new accounting standards: IFRS 16 on Leases, in force since January 1, 2019, and the main impacts of its application at that date.
On October 21, 2019, in compliance with the Code of Good Tax Practices, to which Enagás adheres, the Committee was informed by the Financial General Manager of the Annual Report on Tax Transparency, which describes mainly: the tax strategy, the main business lines, the corporate structure, the dividend policy, the financial situation of the Group, as well as other issues of special tax significance that occurred during the year.
This report was approved by the Board and submitted to the tax authorities (AEAT) on October 25, 2019.
During 2019, the Committee monitored, through the information provided by the external auditor, internal auditor and the Finance Department, the effectiveness of the Internal Control System on Financial Reporting. Specifically, at the beginning
of 2019, the external auditor reported favourably on the Internal Control over Financial Reporting System (hereinafter "ICFR"), that the Company applies under the COSO 2013 guidelines and no significant weaknesses were detected.
During 2019, the Finance Department and the Internal Audit Department reported on the implementation of minor improvement recommendations detected in the 2018 ICFR certification.
Finally, on February 17, 2020, the accounts auditor informed the Audit and Compliance Committee that, in their opinion, the Group had an effective ICFR system in place in 2019. The Committee subsequently informed the Board of Directors of this certification, and of the non-existence of relevant recommendations.
With regard to the approval of the 2019 annual accounts, the accounts auditor gave a favourable report to the Audit and Compliance Committee on February 17, 2020, leading to their subsequent preparation by the Board of Directors.
With regard to the consolidated Non-Financial Information Statement included in the Management Report of the Enagás Group for the 2019 financial year and the

Diagnostic Report on the Internal Control System for Non-Financial Information, the Committee reported favourably to the Board on February 17, 2020.
The 2019 consolidated accounts together with the management report will be presented to the General Shareholders' Meeting, which is expected to be held on April 2020.
Finally, the Committee verified that the published financial and non-financial information for 2019 was in line with the approved information.
On February 22, 2019, the Committee unanimously agreed to submit to the Board a proposal for the re-election of Ernst & Young, S.L., as accounts auditor of Enagás, S.A. and its consolidated group for a three-year period (2019-2021), which was finally ratified by the General Shareholders' Meeting on March 29, 2019.
The Committee also agreed to define a transition plan during 2020 in order to give an orderly exit to the partner currently signing the Group's accounts, which will rotate after the end of its fifth year in accordance with the Law 22/2015 on Auditing.
In accordance with the established agenda, the external auditor participated in the five ordinary meetings held by the Committee, and in the three meetings held in 2019 to prepare for the end of the accounting period, which has allowed the Committee to adequately perform its duty to serve as a communication channel between the Board of Directors and the external auditor. In addition, the external auditors reported to the Board of Directors in its meetings on two occasions: February 22, 2019 and July 29, 2019.
At the meetings held by the Committee in 2019, the external auditor provided detailed information on the planning and progress of their work.
On March 29, 2019 the Chairwoman of the Committee informed the General Shareholders' Meeting of the audit results, explaining that this process contributes to the reliability of the financial information, and on the role performed by the Committee in this process.

During the meetings held in 2019 the Committee reviewed and approved all the services provided by the external auditor, to check that they complied with the requirements established in the Regulations of the Audit and Compliance Committee, the Law 22/2015, on Auditing and in the procedure for the contracting and relations with external auditors.
At the meeting held on February 17, 2020, the external auditor delivered to the Audit and Compliance Committee their Accounts Auditor Independence Statement certifying fulfilment of the independence requisites set out in the applicable laws.
On February 17, 2020, the Audit and Compliance Committee issued the Accounts Auditor Independence Report in which a favourable opinion was expressed as to the independence of the external auditor. This report is available on the Internet.
By December 31, 2019, non-audit services accounted for 23% of total auditor fees.
It supervised the Company's Internal Audit services, ensuring their independence and effectiveness throughout 2019.
At its meeting on January 21, 2019, the Committee evaluated and approved the Annual Internal Audit Plan and Budget for 2019, verifying how the plan covered the Company's most relevant risks and ensuring that the function had sufficient and adequate resources to carry out its duties.
Likewise, it carried out an evaluation of the performance of the duties and responsibilities assumed by both the Internal Audit Director and the internal audit function as a whole. The evaluation questionnaire assesses aspects such as the strategic positioning of the function, good governance and auditor independence, as well as performance in the execution of its duties through the year.
Finally, as of February 21, 2019, it was informed of the Annual Report on internal audit activity conducted in 2018.
At all meetings held during 2019, the Committee received regular information on the internal audit activity, allowing it to have exhaustive control over the recommendations obtained in its Audit Reports and verifying the degree

of progress of the Annual Plan and the degree of implementation of its recommendations by the areas.
The Committee informed the Board of Directors after each Audit and Compliance Committee meeting.
The Audit and Compliance Committee monitored the effectiveness of the risk control and management systems.
The Chief Executive Officer and the Sustainability and Risk Director informed the Committee about the status of the Company's risk control and management, as well as the level of compliance with the defined risk limits, at four of its five ordinary meetings.
Specifically, on February 21, 2019, the Risk Department submitted the results of the annual risk monitoring and measurement process, and set out certain improvements introduced in the risk control and management model in relation to the monitoring of risk appetite, incorporating certain risk indicators, KRIs, in relation to the operation: availability of the company's main industrial systems and cybersecurity.
Ongoing monitoring of the evolution of risks was conducted at the subsequent meetings held by the Committee.
The Committee informed the Board of Directors after each Audit and Compliance Committee meeting.
The Committee reported favourably to the Board of Directors on the Annual Corporate Governance Report (ACGR) for 2018, dated February 22, 2019, and on the ACGR for 2019, dated February 17, 2020.
With regard to 2018, in accordance with the recommendations of the Good Governance Code of listed companies, the Audit and Compliance Committee prepared a report, dated February 21, 2019, on related-party transactions that was made available to shareholders at the time notice was given of the General Shareholders' Meeting to be held on March 29, 2019.
In this report, the Committee confirmed the company's compliance with securities market regulations on transactions with related parties. It also verified that all related-party transactions carried out during 2018 belonged to the company's ordinary business or traffic, were carried out under arm's length conditions and were approved by the company's Board of Directors.
In 2019, a related-party transaction that required approval by the Board of Directors, dated July 29, 2019, was carried out.
Finally, on February 17, 2020, the Audit and Compliance Committee prepared a Report on related-party transactions, which it will make available to shareholders at the time of the call to the General Shareholders' Meeting, which is expected to be held on April 2020.
The Committee adopted the General Corruption Prevention Regulation on February 21, 2019, as well as the Anti-Fraud, Corruption and Bribery Policy. on April 23, 2019.
On February 21, 2019, it was informed of the actions of the Ethics Committee, the monitoring of initiatives included in the 2018 Sustainable Management Plan and the definition of initiatives in the Sustainable Management, Ethics and Compliance Plan for 2019.
Also in this report, as well as in the quarterly meetings held during 2019, the Committee was aware of the detail of the complaints received through the "Ethics Channel", although there were none of any appreciable relevance in the period.
The Committee approved the budget of the Compliance Department on February 21, 2019.
In accordance with article 20.2 of the Internal Code of Conduct, Secretary of the Board of Directors informed the Audit and Compliance Committee of the degree of compliance and incidents relating to the application of the Internal Code of Conduct (RIC) in matters of the securities market.
Finally, the Committee was informed about the Activity Report on a quarterly basis by the Director of Compliance.
On February 22, 2019, the Committee approved the Annual Activity Report of the Committee for 2018, and reported to the Board on the same date. This report was made available to shareholders at the General Meeting.
On December 16, 2019, the Committee approved the updating of the Regulations governing the activity of the Audit and Compliance Committee, as well as the Board Regulations, in order to adapt them to the recommendations included in Technical Guide 3/2017 of the CNMV on Audit Committees of public-interest entities.

23


Pursuant to the provisions of the Audit and Compliance Committee Regulations and the Technical Guide 3/2017 on Audit Committees at public-interest entities, the Board of Directors and the Audit and Compliance Committee underwent an evaluation of the quality and efficiency of the performance of their duties and competences in 2019 by an external consultant, taking as a frame of reference for its evaluation the applicable regulations and best practices in matters of corporate governance. The result of this evaluation highlighted the fact that the Audit and Compliance Committee performs its duties in accordance with the best corporate governance practices. The results of this evaluation were approved by the Audit and Compliance Committee and the Board of Directors on February 17, 2020.

26

In line with the recommendations contained in Technical Guide 3/2017 for Audit and Compliance Committees, the following actions were carried out in 2019:
The Secretary to the Board of Directors of Enagás, S.A.
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Paseo de los Olmos, 19 • 28005 Madrid (+34) 91 709 92 00 [email protected] • www.enagas.es













| ENAGÁS, S.A. AND SUBSIDIARIES | ||||
|---|---|---|---|---|
| -- | -- | -- | ------------------------------- | -- |
| CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2019 1 | |||
|---|---|---|---|
| CONSOLIDATED INCOME STATEMENT AT DECEMBER 31, 2019 2 | |||
| CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSES 3 | |||
| CONSOLIDATED STATEMENT OF TOTAL CHANGES IN EQUITY AT DECEMBER 31, 2019 4 | |||
| CONSOLIDATED CASH FLOW STATEMENT AT DECEMBER 31, 2019 5 | |||
| 1. | Group activities and presentation bases 6 | ||
| 1.1 | Group activity 7 | ||
| 1.2 1.3 |
Basis of presentation 7 Consolidation principles 8 |
||
| 1.4 | Estimates and accounting judgements used 10 | ||
| 1.5 1.6 |
Changes in the consolidation scope 11 Investments accounted for using the equity method 13 |
||
| 1.7 | Earnings per share 14 | ||
| 1.8 1.9 |
Dividends distributed and proposed 14 Commitments and guarantees 15 |
||
| 1.10 | New accounting standards 17 | ||
| 2. | Operational performance of the group 21 | ||
| 2.1 | Operating profit 22 | ||
| 2.2. 2.3 |
Trade and other non-current and current receivables 26 Trade and other payables 30 |
||
| 2.4 2.5 |
Property, plant, and equipment 31 Intangible assets 36 |
||
| 2.6 | Impairment of non-financial assets 38 | ||
| 2.7 2.8 |
Other current and non-current liabilities 40 Provisions and contingent liabilities 40 |
||
| 3. | Capital structure, financing and financial result 42 | ||
| 3.1 | Equity 43 | ||
| 3.2 3.3 |
Result and variation in minority interests 44 Financial assets and liabilities 46 |
||
| 3.4 | Financial debts 52 | ||
| 3.5 3.6 |
Net financial result 55 Derivative financial instruments 55 |
||
| 3.7 | Financial and capital risk management 57 | ||
| 3.8 | Cash flows 60 | ||
| 4. | Other information 61 | ||
| 4.1 4.2 |
Investment properties 61 Tax situation 62 |
||
| 4.3 | Related party transactions and balances 65 | ||
| 4.4 4.5 |
Remuneration to the members of the Board of Directors and Senior Management 67 Other information concerning the Board of Directors 70 |
||
| 4.6 4.7 |
Other Information 70 Information by segments 72 |
||
| 4.8 | Inventories 74 | ||
| 4.9 | Subsequent events 74 | ||
| 5. | Explanation added for translation to English 75 | ||
| Appendix I. | Subsidiaries at December 31, 2019 76 | ||
| Appendix II. | Joint ventures, joint operations, and associates 77 | ||
| Appendix III. | Regulatory framework 82 | ||

(in thousands of euros)
| ASSETS | Notes | 12.31.2019 | 12.31.2018 |
|---|---|---|---|
| NON-CURRENT ASSETS | 7,446,298 | 7,915,622 | |
| Intangible assets | 2.5 | 73,671 | 944,659 |
| Goodwill | 25,812 | 188,445 | |
| Other intangible assets | 47,859 | 756,214 | |
| Investment properties | 4.1 | 19,610 | 19,610 |
| Property, plant, and equipment | 2.4 | 4,634,920 | 5,238,215 |
| Investments accounted for using the equity method | 1.6 | 2,109,450 | 1,028,555 |
| Other non-current financial assets | 3.3.a | 605,766 | 674,151 |
| Deferred tax assets | 4.2.f | 2,881 | 10,432 |
| CURRENT ASSETS | 1,397,926 | 1,610,580 | |
| Non-current assets held for sale | 5,008 | - | |
| Inventories | 4.8 | 19,683 | 24,812 |
| Trade and other receivables | 2.2 | 254,002 | 388,910 |
| Current income tax assets | 4.2.a | 6,761 | 1,799 |
| Other current financial assets | 3.3.a | 7,928 | 12,797 |
| Short-term accruals | 5,559 | 10,719 | |
| Cash and cash equivalents | 3.8.a | 1,098,985 | 1,171,543 |
| TOTAL ASSETS | 8,844,224 | 9,526,202 |
| EQUITY& LIABILITIES | Notes | 12.31.2019 | 12.31.2018 |
|---|---|---|---|
| EQUITY | 3,168,849 | 3,039,371 | |
| SHAREHOLDERS' EQUITY | 3,170,142 | 2,658,758 | |
| Subscribed capital | 3.1.a | 392,985 | 358,101 |
| Share premium | 3.1.b | 465,116 | - |
| Reserves | 3.1.d | 2,052,150 | 2,006,066 |
| Treasury shares | 3.1.c | (12,464) | (8,219) |
| Profit /(loss) for the year | 422,618 | 442,626 | |
| Interim dividend | 1.8.a | (152,469) | (145,917) |
| Other equity instruments | 4.4 | 2,206 | 6,101 |
| ADJUSTMENTS FOR CHANGES IN VALUE | 3.1.e | (17,177) | 6,640 |
| MINORITY INTERESTS (EXTERNAL PARTNERS) | 3.2 | 15,884 | 373,973 |
| NON-CURRENT LIABILITIES | 5,205,162 | 5,911,074 | |
| Non-current provisions | 2.8.a | 248,264 | 176,490 |
| Financial debt and non-current derivatives | 3.3.b | 4,744,257 | 5,188,572 |
| Deferred tax liabilities | 4.2.f | 171,887 | 476,765 |
| Other non-current liabilities | 2.7 | 40,754 | 69,247 |
| CURRENT LIABILITIES | 470,213 | 575,757 | |
| Current provisions | 2.8.a | 1,968 | 3,369 |
| Financial debt and current derivatives | 3.3.b | 234,109 | 364,386 |
| Trade and other payables | 2.3 | 212,393 | 204,269 |
| Current tax liabilities | 4.2.a | 5,230 | 3,733 |
| Other current liabilities | 2.7 | 16,513 | - |
| TOTAL EQUITY AND LIABILITIES | 8,844,224 | 9,526,202 |
The accompanying Notes 1 to 5 constitute an integral part of the Consolidated Balance Sheet at December 31, 2019.

(in thousands of euros)
| Notes | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|
| Revenue | 2.1.a | 1,153,103 | 1,294,660 |
| Income from regulated activities | 1,086,633 | 1,084,081 | |
| Income from non-regulated activities | 66,470 | 210,579 | |
| Other operating income | 2.1.a | 29,631 | 47,558 |
| Personnel expenses | 2.1.b | (125,175) | (131,238) |
| Other operating expenses | 2.1.c | (198,337) | (243,487) |
| Amortisation allowances | 2.4 and 2.5 | (274,506) | (308,809) |
| Impairment losses on disposal of fixed assets | 2.4 and 4.1 | (48,316) | (38,635) |
| Result of investments accounted for using the equity method | 1.6 | 121,002 | 70,982 |
| OPERATING PROFIT | 657,402 | 691,031 | |
| Financial income and similar | 3.5 | 16,318 | 65,846 |
| Financial expenses and similar | 3.5 | (133,780) | (154,657) |
| Exchange gains (losses) (net) | 3.5 | (1,021) | (373) |
| Change in fair value of financial instruments | 3.5 | 1,114 | (15,412) |
| FINANCIAL RESULT | (117,369) | (104,596) | |
| PROFIT /(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 540,033 | 586,435 | |
| Income tax | 4.2.c | (112,105) | (123,108) |
| PROFIT /(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS | 427,928 | 463,327 | |
| Profit attributable to minority interests | 3.2 | (5,310) | (20,701) |
| PROFIT ATTRIBUTABLE TO THE PARENT COMPANY | 422,618 | 442,626 | |
| BASIC EARNINGS PER SHARE (in euros) | 1.7 | 1.7688 | 1.8565 |
| DILUTED EARNINGS PER SHARE (in euros) | 1.7 | 1.7688 | 1.8546 |
The accompanying Notes 1 to 5 constitute an integral part of the Consolidated Income Statement at December 31, 2019.

(in thousands of euros)
| Notes | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|
| CONSOLIDATED PROFIT FOR THE YEAR | 427,928 | 463,327 | |
| Attributed to the parent | 422,618 | 442,626 | |
| Attributed to minority interests | 5,310 | 20,701 | |
| INCOME AND EXPENSES RECOGNISED DIRECTLY IN EQUITY | (28,607) | 23,829 | |
| From companies accounted for using the full consolidation method | (32,218) | 9,888 | |
| From cash flow hedges | 3.1.e | (32,998) | (14,133) |
| From currency translation differences | 3.1.e | (7,442) | 20,345 |
| Tax effect | 3.1.e | 8,222 | 3,676 |
| From companies accounted for using the equity method | 3,611 | 13,941 | |
| From cash flow hedges | 3.1.e | (19,893) | 2,410 |
| From currency translation differences | 3.1.e | 20,257 | 12,534 |
| Tax effect | 3.1.e | 3,247 | (1,003) |
| AMOUNTS TRANSFERRED TO THE INCOME STATEMENT | 7,710 | 12,189 | |
| From companies accounted for using the full consolidation method | 7,766 | 1,846 | |
| From cash flow hedges | 3.1.e | 10,905 | 13,118 |
| From currency translation differences | 3.1.e | (597) | (8,292) |
| Tax effect | 3.1.e | (2,542) | (2,980) |
| From companies accounted for using the equity method | (56) | 10,343 | |
| From cash flow hedges | 3.1.e | (65) | 5,176 |
| From currency translation differences | 1.6 and 3.1.e | - | 6,313 |
| Tax effect | 3.1.e | 9 | (1,146) |
| TOTAL RECOGNISED INCOME AND EXPENSES | 407,031 | 499,345 | |
| Attributed to minority interests | 8,230 | 36,752 | |
| From currency translation differences | 3.2 | 2,920 | 16,051 |
| From attributable to results | 3.2 | 5,310 | 20,701 |
| Attributed to the parent | 398,801 | 462,593 |
The accompanying Notes 1 to 5 constitute an integral part of the Consolidated Statement of Recognised Income and Expenses at December 31, 2019.
IAS 1 requires that items to be reclassified in the Consolidated Income Statement are broken down separately from those that will not be reclassified. All of the aforementioned cases are considered susceptible to reclassification in the income statement.

(in thousands of euros)
| Share capital (Note 3.1.a) |
Share premium and reserves (Note 3.1.b and Note 3.1.c) |
Other equity instruments (Note 4.4) |
Treasury shares (Note 3.1.c) |
Profit /(loss) for the year |
Interim dividend (Note 1.8.a) |
Adjustments for changes in value (Note 3.1.e) |
Minority interests (Note 3.2) |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| BALANCE AT DECEMBER 2017 | 358,101 | 1,879,996 | 4,165 | (8,219) | 490,837 | (139,241) | (13,327) | 368,972 | 2,941,284 |
| - Adjustments due to initial application of new accounting standards | - | 2,176 | - | - | - | - | - | (10,340) | (8,164) |
| BALANCE AT BEGINNING OF 2018 | 358,101 | 1,882,172 | 4,165 | (8,219) | 490,837 | (139,241) | (13,327) | 358,632 | 2,933,120 |
| Total recognised income and expenses | 442,626 | 19,967 | 36,752 | 499,345 | |||||
| Transactions with shareholders | - | - | - | - | (208,862) | (145,917) | - | (21,952) | (376,731) |
| - Distribution of dividends | - | - | - | - | (208,862) | (145,917) | (21,952) | (376,731) | |
| Other changes in equity | - | 123,894 | 1,936 | - | (281,975) | 139,241 | - | 541 | (16,363) |
| - Payments based on equity instruments | - | - | 1,936 | - | - | - | - | - | 1,936 |
| - Transfers between equity items | - | 142,734 | - | - | (281,975) | 139,241 | - | - | - |
| - Differences due to changes in consolidation scope | - | - | - | - | - | - | 541 | 541 | |
| - Other changes | - | (18,840) | - | - | - | - | - | (18,840) | |
| BALANCE AT DECEMBER 2018 | 358,101 | 2,006,066 | 6,101 | (8,219) | 442,626 | (145,917) | 6,640 | 373,973 | 3,039,371 |
| - Adjustments due to initial application of new accounting standards (Note 1.10) | - | (30,621) | (30,621) | ||||||
| BALANCE AT BEGINNING OF 2019 | 358,101 | 1,975,445 | 6,101 | (8,219) | 442,626 | (145,917) | 6,640 | 373,973 | 3,008,750 |
| Total recognised income and expenses | - | - | - | - | 422,618 | - | (23,817) | 8,230 | 407,031 |
| Transactions with shareholders | 34,884 | 465,116 | - | - | (218,697) | (152,469) | - | (836) | 127,998 |
| - Capital increases (Note 3.1.a and 3.1.b) | 34,884 | 465,116 | - | - | - | - | - | - | 500,000 |
| - Distribution of dividends | - | - | - | - | (218,697) | (152,469) | - | (836) | (372,002) |
| Transactions with treasury shares | - | - | - | (9,876) | - | - | - | - | (9,876) |
| Other changes in equity | - | 76,705 | (3,895) | 5,631 | (223,929) | 145,917 | - | (365,483) | (365,054) |
| - Payments based on equity instruments | - | 471 | (3,895) | 5,631 | - | - | - | - | 2,207 |
| - Transfers between equity items | - | 78,012 | - | - | (223,929) | 145,917 | - | - | - |
| - Differences due to changes in consolidation scope | - | - | - | - | - | - | - | (365,483) | (365,483) |
| - Cost of capital increase (Notes 3.1.a and 3.1.b) | - | (1,331) | - | - | - | - | - | - | (1,331) |
| - Other changes | - | (447) | - | - | - | - | - | - | (447) |
| BALANCE AT DECEMBER 31, 2019 | 392,985 | 2,517,266 | 2,206 (12,464) | 422,618 | (152,469) | (17,177) | 15,884 | 3,168,849 |
The accompanying Notes 1 to 5 constitute an integral part of the Consolidated Statement of Total Changes in Equity at December 31, 2019.

(in thousands of euros)
| Notes | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|
| CONSOLIDATED PROFIT BEFORE TAX | 540,033 | 586,435 | |
| Adjustments to consolidated profit | 301,618 | 360,138 | |
| Amortisation of fixed assets | 2.4 and 2.5 | 274,506 | 308,809 |
| Other adjustments to profit | 27,112 | 51,329 | |
| Change in operating working capital | 124,963 | 78,701 | |
| Inventories | (1,409) | (1,165) | |
| Trade and other receivables | 103,478 | 75,668 | |
| Other current assets and liabilities | 21,323 | 4,293 | |
| Other non-current assets and liabilities | 27,507 | (673) | |
| Trade and other payables | (25,936) | 578 | |
| Other cash flows from operating activities | (204,713) | (231,493) | |
| Payment of interest | (119,302) | (137,781) | |
| Interest received | 18,967 | 31,308 | |
| Income tax receipts (payments) | 4.2.c | (101,665) | (124,025) |
| Other receipts /(payments) | (2,713) | (995) | |
| NET CASH FLOWS FROM OPERATING ACTIVITIES | 761,901 | 793,781 | |
| Payments for investments | (783,262) | (261,762) | |
| Subsidiaries and associates | 1.6 | (727,457) | (194,599) |
| Fixed assets and real estate investments | 2.4 and 2.5 | (44,912) | (42,173) |
| Other financial assets | (10,893) | (24,990) | |
| Proceeds from sale of investments | 77,042 | 524,602 | |
| Subsidiaries and associates | 77,042 | 524,602 | |
| Other cash flows from investing activities | 119,404 | 89,875 | |
| Other receipts (payments) from investing activities | 1.6 | 119,404 | 89,875 |
| NET CASH FLOWS FROM INVESTING ACTIVITIES | (586,816) | 352,715 | |
| Proceeds from and payments on equity instruments | 492,206 | - | |
| Acquisition of equity instruments | 3.1.c | (7,794) | - |
| Issue of equity instruments | 3.1.a and 3.1.b | 500,000 | - |
| Proceeds from and payments on financial liabilities | 5,844 | (237,647) | |
| Issues | 3.8.c | 5,797,128 | 6,856,091 |
| Repayment and amortisation | 3.8.c | (5,791,284) | (7,093,738) |
| Other cash flows from investing activities | (33,518) | 305 | |
| Other receipts (payments) from financing activities | (33,518) | 305 | |
| Dividends paid | 1.8.a | (371,919) | (376,731) |
| NET CASH FLOWS FROM FINANCING ACTIVITIES | 92,613 | (614,073) | |
| EFFECT OF CHANGES IN CONSOLIDATION METHOD | (347,050) | 377 | |
| Effect of exchange rate fluctuations | 6,794 | 10,879 | |
| TOTAL NET CASH FLOWS | (72,558) | 543,679 | |
| Cash and cash equivalents at beginning of period | 1,171,543 | 627,864 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 3.8.a | 1,098,985 | 1,171,543 |
The accompanying Notes 1 to 5 constitute an integral part of the Consolidated Cash Flow Statement at December 31, 2019.


At December 31, 2019 the Consolidated Balance Sheet presents a positive working capital of 927,713 thousands of euros (1,034,823 thousands of euros at December 31, 2018).
On March 11, 2019, the Enagás Group concluded an agreement to invest 590 million dollars in an indirect stake of 10.93% in Tallgrass Energy LP (hereinafter "Tallgrass"). This investment was made through various holding companies ("Prairie Group"), together with GIC and Blackstone Group (Note 1.5). On July 31, 2019, the Enagás Group increased its stake in these holding companies to 12.6% of the indirect shareholding in Tallgrass, following approval by the Committee on Foreign Investment in the United States (hereinafter "CFIUS").
In addition, on December 16, 2019, the Enagás Group, through the aforementioned holding companies, signed an agreement for the acquisition of the entire free float of Tallgrass. This agreement is subject to approval by the Tallgrass General Shareholders' Meeting, certain US regulatory authorisations and other conditions customary for this type of transaction. The closure of this operation is scheduled for 2020. This transaction will involve a payment by the Enagás Group of 836,300 thousands of dollars (745,050 thousands of euros at 2019 year-end exchange rates) (Note 1.9), and will increase the indirect interest in Tallgrass to approximately 30%.
Since February 15, 2019, due to the loss of control in GNL Quintero, Enagás Group has accounted for this investment using the equity method (Note 1.5).
Enagás, S.A. (hereinafter the Company or the Parent Company), a company incorporated in Spain on July 13, 1972 in accordance with the Spanish Corporate Enterprises Act, is the head of a group of companies (Appendix I and II) that form the Enagás Group (hereinafter the Group or the Enagás Group) and which are engaged in the transmission, storage and regasification of natural gas, as well as the development of all functions related to the technical management of the gas system.
The Consolidated Annual Accounts of the Enagás Group for 2019 were prepared based on the accounting records of the Parent Company and remaining entities comprising the Group, in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, in conformity with Regulation (EC) No. 1606/2002 of the European Parliament and Council.
The Consolidated Annual Accounts have been prepared applying all mandatory accounting principles, standards, and measurement criteria in order to give a true and fair view of the equity and financial position of the Group at December 31, 2019, as well as of the results of its operations, changes in equity, cash flows, and changes in recognised income and expenses for the year then ended.
The Consolidated Annual Accounts of the Enagás Group for 2019 were authorised for issue by the Board of Directors at their meeting held on February 17, 2020. The Consolidated Annual Accounts for 2018 were approved at the Enagás, S.A. General Shareholders' Meeting held on March 29, 2019 and duly filed at the Madrid Mercantile Registry. The Group's Consolidated Annual Accounts and those of each entity belonging to the Group, corresponding to the year 2019, are pending approval at their respective Ordinary General
The above activities can be carried out by Enagás, S.A. itself or through companies with an identical or analogous corporate purpose in which it holds interest, provided they remain within the scope and limitations established by legislation applicable to the hydrocarbons sector. In accordance with said legislation, the activities related to transmission and technical management of the system which are of a regulated nature must be carried out by two subsidiaries entirely owned by Enagás, S.A. (Enagás Transporte, S.A.U. and Enagás GTS, S.A.U., respectively). Consequently, the corporate purpose includes:
Its registered address is located at Paseo de los Olmos, 19, 28005, Madrid. At its website www.enagas.es and at its registered address, its Articles of Association and other public information on the Company and its Group can be consulted.
Shareholders' Meeting. It is expected that they will be approved without modification.
These Consolidated Annual Accounts are presented in thousands of euros (unless otherwise stated).
The accompanying Consolidated Annual Accounts do not include the information or disclosures which the Group did not consider of material significance or important relative to the concept of materiality as defined in the conceptual framework of IFRS, taking into account the Consolidated Annual Accounts as a whole.
The information included in these consolidated notes relating to 2018 is presented solely and exclusively for purposes of comparison with the information relating to 2019.
On January 1, the Enagás Group applied the new IFRS 16 Leases, without restating the comparative information referring to 2018 (Note 1.10).

The Consolidated Financial Statements include the financial statements of the Parent Company, Enagás, S.A., and its subsidiaries, associates, jointly controlled operations and joint ventures at December 31, 2019.
Subsidiaries are considered to be those entities with respect to which the Enagás Group fulfils the following criteria:
Subsidiaries are consolidated using the full consolidation method.
The share of minority shareholders in the equity and profit of consolidated subsidiaries of the Enagás Group is recognised in "Minority interests (External partners)" under "Equity" in the Consolidated Balance Sheet and "Profit/ (loss) attributable to minority interests" in the Consolidated Income Statement, respectively. Subsidiaries are consolidated from the date of acquisition, that is, the date the Group obtains control, and continue to be consolidated until the Group no longer retains control over them.
The financial statements of subsidiaries are prepared for the same reporting period as those of the Parent. With respect to the joint agreements, that is, those by virtue of which the Enagás Group maintains joint control with one or more other partners, a distinction is made between joint operations and joint ventures. Joint control is understood as control shared by virtue of a contractual agreement which requires unanimous consent from all involved parties for decision-making regarding relevant activities.
Thus, joint operations are considered to be those in which, based on a contractual arrangement, a company enjoys the rights to assets and assumes obligations with respect to liabilities. The interest held in joint operations is consolidated using the proportionate consolidation method.
In addition, joint ventures are considered to be those in which, based on a contractual arrangement, a company exercises rights with respect to the net assets of the joint venture. Shareholdings in joint ventures are consolidated using the equity method. In those cases in which the Enagás Group acquires control over companies previously considered as joint ventures, a new estimate is made for the fair value of the interest held previously in equity at the acquisition date, recognising income or losses in the Consolidated Income Statement for the reporting period.
Further, associates are considered to be those entities over which the Enagás Group holds significant influence, that is, the power to intervene in decision making regarding financial policies and operational matters, without attaining full control or joint control. The interest held in associates is consolidated using the equity method.
If appropriate, adjustments are made to the financial statements of subsidiaries, affiliates, joint ventures, and joint operations in order to unify their accounting policies with those of the Enagás Group.
| Consolidation method/Company | Functional currency |
|---|---|
| Full consolidation | |
| Enagás Transporte, S.A.U. | Euro |
| Enagás GTS, S.A.U. | Euro |
| Enagás Internacional, S.L.U. | US dollar |
| Enagás Financiaciones, S.A.U. | Euro |
| Enagás U.S.A., L.L.C. | US dollar |
| Enagás Perú, S.A.C. | US dollar |
| Enagás México, S.A. de C.V. | US dollar |
| Compañía Transportista de Gas Canarias, S.A. | Euro |
| (3) | |
| Enagás Emprende, S.L.U. | Euro |
| Enagás Chile, Spa. | US dollar |
| Terminal de Valparaíso, S.A. | US dollar |
| Enagás Transporte del Norte, S.L. (1) | Euro |
| Infraestructuras del Gas, S.A. (1) | Euro |
| Enagás Holding USA, S.L.U. | US dollar |
| Roblasun 1 S.L.U. | Euro |
| Roblasun 2 S.L.U. | Euro |
| Roblasun 3 S.L.U. | Euro |
| Roblasun 4 S.L.U. | Euro |
| Roblasun 5 S.L.U. | Euro |
| Roblasun 6 S.L.U. | Euro |
| Cierzosun 1 S.L.U. | Euro |
| Cierzosun 2 S.L.U. | Euro |
| Cierzosun 3 S.L.U. | Euro |
| Cierzosun 4 S.L.U. | Euro |
| Windmusel 1 S.L.U. | Euro |
| Windmusel 2 S.L.U. | Euro |
| Windmusel 3 S.L.U. | Euro |
| Enagás Renovable, S.L.U. | Euro |
| Efficiency for LNG Applications, S.L. (1) | Euro |
| Hydrogen to Gas, S.L. (1) | Euro |
| Enagás Services Solutions, S.L. | Euro |
| Sercomgas Solutions, S.L. (1) | Euro |
| Bioengás Renovables, S.L. (1) | Euro |
| Smart Energy Assets, S.L. (1) | Euro |
| Scale Gas Solutions, S.L. (1) | Euro |
| Proportional integration (joint operations) | |
| Gasoducto Al- Ándalus, S.A. | Euro |
| Gasoducto Extremadura, S.A. | Euro |
| Equity method | |
| Morelos EPC, S.A.P.I. de C.V., | US dollar |
| Gasoducto de Morelos, S.A.P.I. de C.V. | US dollar |
| Morelos O&M, S.A.P.I. de C.V. | US dollar |
| Estación de Compresión Soto La Marina, | |
| S.A.P.I. de C.V. Estación de Compresión Soto La Marina O&M, |
US dollar |
| S.A.P.I. de C.V. Compañía Operadora de Gas del Amazonas, |
US dollar Peruvian Nuevo Sol |
| S.A.C. Bahía de Bizkaia Gas, S.L. |
Euro |
| Trans Adriatic Pipeline AG | Euro |
| Terminal de LNG de Altamira, S. de R.L. de | |
| C.V. | US dollar |
| Transportadora de Gas del Perú, S.A. | US dollar |
| Planta de Regasificación de Sagunto, S.A. | Euro |
| Iniciativas del Gas, S.L. | Euro |
| Mibgas | Euro |
| Tallgrass Energy L.P. // Prairie Group | US dollar |
| Gas to Move Transport Solutions, S.L. | Euro |
| Tecgas, Inc. | US dollar |
| Mibgas Derivatives, S.A. | Euro |
| Senfluga Energy Infraestructure | Euro |

| Consolidation method/Company | Functional currency |
|---|---|
| Hellenic Gas Transmission System Operator, S.A. |
Euro |
| Seab Power Ltd. | Sterling pound |
| Vira Gas Imaging, S.L. | Euro |
| GNL Quintero, S.A. (2) | US dollar |
| Axent Infraestructuras de Telecomunicaciones, S.A. |
Euro |
Consolidation of the Enagás Group was carried out in accordance with the following process:
When disposing of a company whose functional currency is not the euro; or when disposals are carried out as a result of losing control; or result from business combinations with respect to previously held interest, translation differences recognised as a component of equity relating to said investment are recognised in the Consolidated Income Statement as soon as the effect arising from said disposal is recognised.
The exchange rates with respect to the euro of the main currencies used by the Group during 2019 and 2018 were as follows:
| Currency | Average exchange rate applicable to the headings of the income statement |
Exchange rate applicable to the balance sheet headings (1) |
|---|---|---|
| US dollar | 1.11963 | 1.12247 |
|---|---|---|
| Peruvian Nuevo Sol | 3.71821 | 3.67891 |
| Sterling pound | 0.87732 | 0.84693 |
| US dollar | 1.18128 | 1.14446 |
|---|---|---|
| Peruvian Nuevo Sol | 3.86882 | 3.85127 |
| Swedish krona | 10.25900 | 10.15790 |
The effect on the main headings of the Group's Consolidated Financial Statements of applying the translation process to the net assets of companies consolidated using the full consolidation method and whose functional currency is the US dollar is as follows:
| 2019 | Consolidated total |
Contributi on of companies using the euro as functional currency |
Contributi on of companies using the US dollar as functional currency |
Amount in US dollars |
|---|---|---|---|---|
| Fixed assets and investment properties |
4,728,201 | 4,726,309 | 1,892 | 2,124 |
| Other non-current financial assets |
605,766 | 590,037 | 15,729 | 17,655 |
| Trade and other receivables |
254,002 | 251,226 | 2,776 | 3,115 |
| Other current financial assets |
7,928 | 81 | 7,847 | 8,808 |
| Cash and cash equivalents |
1,098,985 | 966,596 | 132,389 | 148,602 |
| Financial debt and non-current derivatives |
4,744,257 | 4,158,514 | 585,743 | 657,479 |
| Financial debt and current derivatives |
234,109 | 214,665 | 19,444 | 21,825 |
| Trade and other payables |
212,393 | 206,613 | 5,780 | 6,488 |
iv. Elimination of dividends. Internal dividends are considered to be those a Group company recognizes as income for the year and that have been distributed by another Group company.
During the consolidation process, dividends received by subsidiaries and joint operations are eliminated by considering them to be reserves of the recipient company, which consequently recognises them under "Reserves". In the case of minority interests in companies consolidated using the full consolidation method, the amount of the dividend corresponding to said minority interests is eliminated from the consolidated equity heading "Minority interests (External partners)".
v. Equity method. The investment is initially recognised at cost and subsequently adjusted by the share

corresponding to the investor of the changes in net assets of the affiliate. In addition, dividends received are accounted for as a lower amount under "Investments accounted for using the equity method".
Also, when the associate or joint venture is acquired, any difference between the cost of the investment and the share of the net fair value of the identifiable assets and liabilities of the associate or joint venture is accounted for as follows:
In the Group's Consolidated Annual Accounts for 2019, estimates and judgements were occasionally made by the Senior Management of the Group and of the consolidated companies, subsequently ratified by the Directors, in order to quantify certain assets, liabilities, income, expenses, and commitments reported herein. These estimates and judgements basically relate to:
share of profit or loss of the associate or joint venture in the period in which the investment is acquired.
The consolidated profit for the year includes participation in the results of the affiliates under "Results of investments accounted for using the equity method" in the accompanying Consolidated Income Statement. If the participation in losses of an associate or joint venture equals or exceeds participation in said entities, the loss will no longer be recognised under additional losses. Once interest in an entity is reduced to zero, the additional losses will be maintained and a liability will only be recognised to the extent the corresponding entity incurred legal or implicit obligations or made a payment on behalf of an associate or joint venture. If the associate or joint venture subsequently reports profits, the entity will once again recognize its interest only after its participation in said profits equals its participation in unrecognised losses.
Although these estimates were made on the basis of the best information available at December 31, 2019, future events may require these estimates to be modified prospectively in the coming years (upwards or downwards). In accordance with IAS 8, this would be done prospectively, recognising the effects of any change of estimate in the Consolidated Income Statement.

The following changes in the consolidation scope of the Enagás Group occurred during 2019:
| Amount (thousands) |
Stake percentage | ||||
|---|---|---|---|---|---|
| Entity | In local currency |
In euros |
At 12.31.2019 |
Previous | Description / Type of control |
| GNL Quintero | - | - | 45.40% | 45.40% | As a result of the extension in the corporate purpose of GNL Quintero and the amendment to the shareholders' agreement |
| Terminal Bahía de Quintero ("TBQ") | - | - | - | 51.92% | of TBQ, the Enagás Group now has joint control over the affiliates and are consolidated using the equity method. Subsequently, it was agreed to dissolve TBQ, which had no impact on the income statement. |
| Enagás Holding USA, S.L.U. | 355,696 315,592 | 100% | - | Constitution of this subsidiary, in which Enagás holds a 100% interest through its subsidiary Enagás Internacional, S.L.U., thus consolidating this investment globally. |
|
| Prairie Group / / Tallgrass Energy LP (1) | 794,134 704,949 | 28.4% // 12.6% |
- | Share acquisition in this corporate structure in which the Enagás Group has significant influence, with consolidation using the equity method. Through this structure, the Enagás Group has an indirect interest in Tallgrass Energy LP of 12.6% at the end of 2019 (10.93% at the beginning). |
|
| Compañía Transportista de Gas Canarias, S.A. and Enagás Transporte, S.A.U. |
- | - | 100% | 100% Merger of both companies with no impact on the balance sheet and income statement. |
|
| E.C. Soto de La Marina CV y E.C. Soto de La Marina EPC |
- | - | 40% | 40% Merger of both companies with no impact on the balance sheet and income statement. |
|
| Bioengás Renovables, S.L. | 444 | 444 | 92.50% | - | Incorporation of the Company and consolidation in accordance with the full consolidation method with the Group keeping control of it. |
| SEAB Power Ltd. | 225 | 252 | 12.75% | - | Acquisition of a 12.75% stake and consolidation under the equity method, as it has significant influence over the company. |
| Roblasun 1, Roblasun 2, Roblasun 3, Roblasun 4, Roblasun 5 and Roblasun 6. (2) |
3 | 3 | 100% | - | Constitution of these six subsidiaries, in which Enagás holds a 100% interest through its subsidiary Enagás Services Solutions, S.L.U., thus consolidating these investments globally. |
| Vira Gas Imaging, S.L. | 259 | 259 | 40% | 94% | Sale of the 54% stake of Enagás Emprende, S.L.U. in the company. Given that, based on the shareholder agreements, increased majorities are required for taking relevant decisions, both financial and operational, this represents significant influence and consolidation is carried out using the equity method, without having any significant effects on the income statement. |
| Enagás Renovable, S.L.U. | 36 | 36 | 100% | - | Incorporation of the Company and consolidation in accordance with the full consolidation method with the Group keeping control of it. |
| Windmusel 1 S.L.U., Windmusel 2 S.L.U., Windmusel 3 S.L.U., Cierzosun 1, S.L.U., Cierzosun 2, S.L.U., Cierzosun 3, S.L.U., and Cierzosun 4, S.L.U, (2) |
3 | 3 | 100% | - | Constitution of these seven subsidiaries, in which Enagás holds a 100% interest through its subsidiary Enagás Renovable, S.L.U., thus consolidating these investments globally. |
(1) Prairie Group includes the Enagás Group's stake in the various vehicles set up with the other members of the consortium for the investment in Tallgrass
Energy LP. (2) Each of the subsidiaries was constituted with a stake and share capital of 3 thousands of euros, respectively.

In March 11, 2019, Enagás concluded a deal with subsidiaries of Blackstone Infrastructure Partners and GIC (Sovereign Wealth of Singapore) to invest 589,770 thousands of dollars in an indirect stake of 10.93% in Tallgrass Energy LP ("TGE").
To channel this investment, in May 2019, Enagás Holding USA, S.L.U. was incorporated for an amount of 235,464 thousands of dollars (355,696 thousands of dollars at December 31, 2019). This company, which is domiciled in Spain, is wholly owned by Enagás Internacional, S.L.U. Enagás' investment is made via this holding company and Enagás USA LLC (wholly owned by Enagás Holding USA, S.L.U.), which in turn have a stake in Prairie Group, a holding company which owns 100% of the voting rights and 43.91% of the dividend rights of TGE (44.4% at December 31, 2019), whose shareholder structure comprises two types of shares, Class A and Class B, the former being listed on the New York Stock Exchange and mainly granting dividend rights to their holders, while the latter grant all the relevant voting rights. After this initial purchase, Prairie Group acquired additional Class A shares, reaching 44.4% of the economic rights to Tallgrass, as indicated above.
This holding company is composed of Blackstone, as the majority partner, GIC as the minority partner and Enagás, which holds 24.90% at the close of the initial transaction (28.42% at year-end, as described below). In this regard, due to the rights granted by the Shareholders' Agreement, the Enagás Group has significant influence over this holding company and therefore accounts for this investment using the equity method.
In addition, Enagás has increased its stake in Prairie Group by an additional 3.52% for an approximate amount of 83 million dollars, after obtaining approval from CFIUS on July 30, 2019 (which meant a change in the indirect stake in Tallgrass to 12.6%). Thus, at December 31, 2019, this holding company holds 44.4% of TGE's economic rights, which in the case of Enagás, at year-end, represents an indirect holding of 12.6%.
Furthermore, as indicated in Note 1.9.c., an agreement has been reached to invest 836,300 thousands of dollars in TGE, once the agreement with the remaining partners of Prairie Group is closed, which happened on December 16, 2019.
On June 24, 2019, the acquisition of 12.75% of SEAB Power Ltd., domiciled in the United Kingdom, was concluded. The stake was acquired from Enagás Emprende, which holds significant influence, and this stake was accounted for using the equity method. This company has developed a system that transforms biological waste into green energy, water and fertilisers.
In February of 2019 the agreements governing TBQ, were amended to adapt them to the change in the corporate purpose of GNL Quintero, S.A. This means that the stake in GNL Quintero will be accounted for using the equity method from that date, as the relevant decisions have no longer been taken unilaterally by Enagás. To this end, the Group derecognised the assets, liabilities and minority interests contributed by GNL Quintero at that date and cancelled the adjustments for accumulated changes in value in net equity at the end of February 2019, amounting to 3,344 thousands of euros.
The main impacts of the loss of control on the balance sheet at the end of February 2019 were as follows:
| Assets | February 2019 | ||
|---|---|---|---|
| NON-CURRENT ASSETS | (1,266,230) | ||
| Intangible assets | (874,433) | ||
| Goodwill | (163,579) | ||
| Other intangible assets | (710,854) | ||
| Property, plant, and equipment | (747,287) | ||
| Investment under the equity method | 362,715 | ||
| Remaining non-current assets | (7,225) | ||
| CURRENT ASSETS | (376,008) | ||
| Remaining non-current assets | (29,276) | ||
| Cash and cash equivalents | (346,732) | ||
| TOTAL ASSETS | (1,642,238) |
| Equity and liabilities | February 2019 |
|---|---|
| EQUITY | (364,249) |
| SHAREHOLDERS' EQUITY | 3,314 |
| ADJUSTMENTS FOR CHANGES IN VALUE | (2,086) |
| MINORITY INTEREST | (365,477) |
| NON-CURRENT LIABILITIES | (1,258,332) |
| Financial debt and non-current derivatives | (969,449) |
| Deferred tax liabilities | (285,728) |
| Other non-current liabilities | (3,155) |
| CURRENT LIABILITIES | (19,657) |
| Financial debt and current derivatives | (3,736) |
| Remaining current liabilities | (15,921) |
| TOTAL EQUITY AND LIABILITIES | (1,642,238) |
In addition, at the end of February 2019, GNL Quintero contributed 31.7 million euros in Revenue; 17.3 million euros in Operating profit; and 3.6 million euros in Profit attributable to the Parent Company (173.4 million, 88.1 million and 16.5 million, respectively, at the end of December 2018). Finally, on July 30, 2019, it was agreed to dissolve TBQ, with no impact on the consolidated balance sheet or income statement at the end of 2019.
In May 2019, Bioengás Renovables, S.L. was incorporated for 480 thousands of euros. This company, domiciled in Spain, is 92.5% owned by Enagás Emprende, S.L.U., which has direct control over the company, consolidating its entire assets and liabilities and recognising the 7.5% corresponding to the company's other partners, both in the "External Partners" heading of Net Equity, and "Result attributable to external partners" of the Income Statement.
In April 2019, the Sole Shareholders of the companies Enagás Transporte, S.A.U., (the "Absorbing Company") and Compañía Transportista de Gas Canarias, S.A.U., (the "Absorbed Company"), approved a common plan of merger in compliance with the provisions of Article 30.1 of Law 3/2009 of April 3 on structural changes in corporations ("LME"). The planned merger by absorption involved the integration of the absorbed company into the absorbing company, through the transfer in block of the assets of the former to the benefit of the latter and the extinction without liquidation of the absorbed company. The absorbing company is the sole shareholder of the absorbed company, and therefore articles 49 LME and 42 LME, amongst others, apply. The merger plan was published in the Official Gazette of the Commercial Registry of Las Palmas and Madrid on June 11, 2019 and June 19, 2019, respectively. However, on December 31, 2019 the operation was still in the process of being formalised, pending its registration

in the Commercial Registry. This merger was finally formed on January 17, 2020 (Note 4.9).
This transaction had no impact on the consolidated financial statements at December 31, 2019.
In November 2019, Enagás Renovable, S.L.U. was incorporated for 36 thousands of euros. This company, which is domiciled in Spain, is wholly owned by Enagás S.A., which holds direct control over the company, the assets and liabilities of which are fully consolidated.
• The Group assesses the existence of joint agreements as well as significant influence with respect to associates taking into account the shareholder agreements which require increased majorities for taking relevant decisions.
| Opening balance |
New acquisitions / Increases (1) |
Change in consolidation method (2) |
Dividends | Profit /(loss) for the year |
Translation differences |
Hedging transactions |
Exits from the perimeter/ Decreases |
Other adjustmen ts (3) |
Balance at year-end |
|---|---|---|---|---|---|---|---|---|---|
| 2019 | |||||||||
| 1,028,555 | 742,141 | 362,981 | (125,710) | 121,002 | 20,256 | (16,701) | (11,569) | (11,505) | 2,109,450 |
| 2018 | |||||||||
| 1,022,058 | 75,801 | (208) | (91,233) | 70,982 | 18,847 | 5,437 | (71,573) | (1,556) | 1,028,555 |
(1) "New acquisitions" in 2019 mainly includes the amount for the acquisition of the stake in Tallgrass Energy, through the Prairie Group, in the amount of 712,401 thousands of euros (Note 1.5). as well as capital contributions in TAP in the amount of 18,464 thousands of euros.
(2) The "Change in the consolidation method" includes the effect of the addition of the "Investment accounted for using the equity method" of GNL Quintero, amounting to 362,715 thousands of euros, since from February 2019 it will be consolidated using the equity method (Note 1.5). This amount corresponds to the fair value of the stake retained by the Enagás Group at the aforementioned date.
(3) The movement in "Other adjustments" mainly includes the effect of the first application of the new IFRS 16, due to adjustments made against reserves at BBG, Saggas and Grupo Altamira.

The dividends approved during the 2019 financial year were as follows:
| 2019 | 2018 | |
|---|---|---|
| TgP | 59,798 | 66,775 |
| Saggas | 25,883 | - |
| GNL Quintero | 22,436 | - |
| BBG | 12,500 | 3,750 |
| Grupo Altamira | 2,359 | 3,942 |
| Morelos EPC | 1,470 | 7,340 |
| Swedegas | - | 6,339 |
| Other entities | 1,264 | 3,087 |
| Total | 125,710 | 91,233 |
With regard to the Enagás Group stake in Tallgrass Energy LP, the company's shares are listed on the New York Stock Exchange (NYSE). As of December 31, 2019, the shares were trading at
| 2019 | 2018 | Change | |
|---|---|---|---|
| Net result of the financial year attributed to the parent company (thousands of euros) |
422,618 | 442,626 | (4.5%) |
| Weighted average number of shares outstanding (thousands of shares) |
238,928 | 238,426 | 0.2% |
| Basic earnings per share (in euros) |
1.7688 | 1.8565 | (4.7%) |
| Diluted earnings per share (in euros) |
1.7688 | 1.8546 | (4.7%) |
As there are no potential ordinary shares at December 31, 2019, the basic earnings and the diluted earnings per share are the same.
At December 31, 2018, basic and diluted earnings per share were 1.8565 euros and 1.8546 euros, respectively, as a result of the estimated degree of compliance with the Long-Term Incentive Plan approved in that year.
The appropriation of 2019 profit corresponding to the parent Enagás, S.A. proposed by the Board of Directors and which will be submitted for approval by the General Shareholders' Meeting is as follows (in thousands of euros):
| 2019 | |
|---|---|
| Dividends | 396,222 |
| Legal reserve | 6,977 |
| TOTAL | 403,199 |
At a meeting held on December 16, 2019, the Board of Directors of Enagás, S.A. agreed to distribute an interim dividend charged against 2019 profit, based on the necessary liquidity statement, expressed in thousands of euros, amounting to 152,469 thousands of euros (0.64 euros gross per share), in accordance with Article 277 of the Spanish Corporate Enterprises Act.
22.12 dollars and the average price in the last quarter was 19.18 dollars.
Appendix II to these consolidated annual accounts provides disclosure on data relating to joint ventures, joint operations, and associates of the Enagás Group at December 31, 2019 and December 31, 2018.
The recoverable amount of investments in associates or business combinations is evaluated for each associate or business combination, unless the associate or business combination does not generate cash flows for continuous use which are largely independent of the cash flows arising from other Group assets.
With respect to the impairment analysis for affiliates, the discount rate applied (cost of equity) in 2019 ranged from 5-8%, depending on the country (5-9% in 2018). The sensitivity analysis of the discount rate with a +/- 0.5% variation carried out at 2019 yearend showed that the Group is not exposed to significant risk arising from reasonably possible changes. Thus, Group management considers that, within the specified ranges, there would be no changes in the impairment calculation.
Calculation of the weighted average number of shares outstanding has taken in consideration both the shares delivered under the previous LTIP 2016-2018; the shares acquired in connection with the new LTIP 2019-2021; as well as the new shares outstanding issued in the capital increase explained in Note 3.1.c for the days they have actually been outstanding during 2019.
Likewise, it was agreed to set up a legal reserve amounting to 6,977 thousands of euros, to reach the 20% of share capital, in accordance with the Corporate Enterprises Act, which stipulates that 10% of profit for the year must be transferred to the legal reserve until it represents at least 20% of share capital (Note 3.1.d).
The aforementioned interim dividend was paid on December 23, 2019.
The provisional accounting records prepared by the parent of the Group, in accordance with legal requirements and which presented balances sufficient for the distribution of the interim dividend in 2019, were as follows:

| Provisional accounting statement at November 30, 2019 | |
|---|---|
| Net accounting result | 13,488 |
| 10% legal reserve | - |
| Interim dividend received from Group companies | 392,000 |
| Profit "available" for distribution | 405,488 |
| Forecast payment on account | (152,469) |
| Forecast cash balance for the period from November 30 to December 31: |
|
| Cash balance | 28,719 |
| Projected collection for the period considered | 325,711 |
| Credit lines and loans available from financial institutions | 1,500,000 |
| Payments projected for the period under consideration (including the payment on account) |
(216,822) |
| Estimated available financing before dividend distribution |
1,637,608 |
Together with the proposed distribution of profit for 2019, it is proposed that a dividend of 7,757 thousands of euros be paid out
• A financial guarantee contract is a contract which requires that the issuer makes specific payments to repay the holder for losses incurred when a specific debtor does not fulfil payment obligations at maturity, in accordance with the original or modified conditions of a debt instrument. The rights and obligations associated with a financial guarantee will be considered as financial assets and financial liabilities. For subsequent valuation, a contract will be recognised as the greater amount of a) the amount resulting from standards relating to provisions (IAS 37) or b) accumulated amortisation of the initial measurement and possible accrued income.
| Commitments and guarantees |
Group Employees, Companies or Entities (Note 4.3) |
Other related parties (Note 4.3) |
Third parties |
Total |
|---|---|---|---|---|
| 2019 | ||||
| Guarantees for related parties debts |
522,952 | - | - | 522,952 |
| Guarantees and sureties granted - Other |
29,154 | 23,333 | 379,033 | 431,520 |
| Investment commitments |
765,974 | - | 38,072 | 804,046 |
| 2018 | ||||
| Guarantees for related parties debts |
452,589 | - | - | 452,589 |
| Guarantees and sureties granted - Other |
1,468 | 22,895 | 406,706 | 431,069 |
| Investment commitments |
61,592 | - | 22,596 | 84,188 |
of voluntary reserves, bringing the total gross dividend proposed to 0.96 euros per share.
The dividend is subject to approval by the ordinary General Shareholders' Meeting and is not included as a liability in these Annual Accounts. Thus, this gross complementary dividend will total up to a maximum amount of 251,510 thousands of euros.
In addition to the aforementioned interim dividend for 2019, during 2019 Enagás, S.A. distributed the gross complementary dividend for 2018.
This dividend amounted to 218,697 thousands of euros (0.918 euros per share) and was paid on July 3, 2019.
• An investment commitment corresponds to that obligation contracted with a related party which can give rise to outflows of funds or other resources in the future. The following is included amongst these: commitments not recognised in connection with contributing funds or resources as a consequence of incorporation agreements, capital intensive projects carried out by a joint venture, commitments not recognised in connection with providing loans or other financial support to the joint venture, or commitments not recognised in connection with acquiring a stake, regardless of whether a specific future event occurs or not.
The "Guarantees on debt of related parties" heading includes the corporate guarantee granted by Enagás S.A. for financial institutions acquired in the Financing Agreement of November 30, 2018 in the company TAP, through which the following items are basically guaranteed:
The corporate guarantee has been granted by each TAP shareholder jointly, so that Enagás would only be held liable, in a hypothetical case, for the amount corresponding to its participation in the capital of TAP.
At December 31, 2019 the amount guaranteed by Enagás, S.A. to the creditors of TAP amounted to 522,952 thousands of euros (452,589 thousands of euros at December 31, 2018. The increase was due to the higher degree of disposal of the TAP loan as well as the arrangement of a hedging instrument over the interest rate.
This guarantee will be released subject to the fulfilment of certain conditions agreed with TAP's creditors, mainly related to the startup of the project.

After the start-up and until the maturity of the financing, there will also be a shareholder support mechanism for the repayment of the TAP loan by means of capital contributions (Debt Payment Undertaking), which will be activated were certain extraordinary events to happen.
Both the guarantee during the construction period and this support mechanism during the operating period are contractually limited by a cap in force throughout the life of the financing arrangement, so that the amounts claimed from Enagás may never exceed a total amount of 903,322 thousands of euros, regardless of the market value of the derivative or any other contingency.
The following items are included:
The following items, mainly, are included:
thousands of euros in 2018) to cover certain responsibilities which may arise during the execution of the contracts constituting the activity of the Enagás Group.
No guarantees had been granted with respect to tender processes at December 31, 2019 and at December 31, 2018.
The following items are included:
The Directors consider that no additional significant liabilities will arise in connection with the transactions disclosed in this note other than those already recognised in the accompanying Consolidated Balance Sheet.

The accounting policies used in the preparation of these Consolidated Annual Accounts, other than those applied in the Consolidated Annual Accounts for the year ended December 31, 2018, as they came into force on January 1, 2019 are the following:
| Approved for use in the European Union | |||
|---|---|---|---|
| Standards | Content | Mandatory application for periods beginning on or after: |
|
| IFRS 16 | Leases | January 1, 2019 | |
| CINIIF 23 | Uncertainty over tax treatments: clarifies how to apply the recording and measurement criteria of IAS 12 when there is uncertainty about whether or not the tax authority will accept a particular tax treatment used by the entity. |
January 1, 2019 |
The new standard that has had a significant effect on the Enagás Group is as follows:
This Standard was approved in January 2016 by the IASB (International Accounting Standard Board) and its definitive application is mandatory for periods beginning on or after January 1, 2019.
IFRS 16 replaces IAS 17 Leases, IFRIC 4 Determining whether an arrangement contains a lease, SIC-15 Operating leases - Incentives and SIC-27 Evaluating the substance of transactions in the legal form of a lease, and establishes principles for the recognition, measurement, presentation and disclosure of leases.
IFRS 16 is based on a control model for identifying leases, distinguishing between leases of an identified asset and service contracts. The Standard distinguishes a lease and a service contract based on the customer's ability to control the use of the leased asset over a period of time in return for payment and control is deemed to exist if the customer has the right to obtain substantially all the economic benefits from the use of an identified asset and the right to direct the use of that asset.
The Standard involves very significant changes in lessee accounting, as the distinction between financial and operating leases disappears, replaced by a single lease model in which all rentals are recognised on the balance sheet (similar to the accounting for finance leases under previous IAS 17). However, this standard does not materially change the lessor's accounting in comparison with IAS 17, so the lessor will continue with a dual model distinguishing between financial and operating leases.
From the lessee's perspective, the lessee recognises, at the lease start date, a financial liability for the present value of the payments to be made over the remaining life of the lease and an asset representing the right to use the underlying asset for the term of the lease. Lessees must also recognise the interest expense arising from the lease financial liability and the right of use amortisation expense separately.
After the start date, the amount of lease liabilities is increased to reflect the accumulation of interest and is reduced by the lease payments made. Assets for rights of use are measured at cost less any accumulated depreciation and impairment losses, and are adjusted for any changes in the measurement of the associated lease liabilities. The initial cost of the rights of use includes the amount of the recognised lease liabilities, initial direct costs and lease payments made before the lease start date. Incentives
received are deducted from the initial cost. Unless the Group is reasonably certain that it will obtain ownership of the leased asset at the end of the lease term, the rights of use are amortised on a straight-line basis over the shorter of the estimated useful life and the term of the lease. Rights of use are subject to impairment analysis.
Lessees are also required to remeasure the lease liability to reflect changes in lease payments and the amount of the remeasured lease liability is generally recorded as an adjustment to the rightto-use asset. For this purpose, modified lease payments shall be discounted using a modified discount rate, which shall be a rate determined at the date of the revaluation for the remainder of the lease term, if there is a change in the lease term, whether or not it results from the exercise of an option, or a change in the valuation of an option to purchase the underlying asset. If a change in future lease payments results from a change in an index or rate used to determine those payments, the lessee discounts the changed lease payments using an unchanged discount rate.
The Enagás Group mainly has operating leases in which it is the lessee and has opted not to apply the new standard early, adopting it for the first time for the year beginning January 1, 2019.
In this regard, the Group has applied IFRS 16 to leases already been identified as such in accordance with the previous standards. However, an exhaustive analysis of the royalties paid by the Enagás Group, after which it was concluded that the exclusive public domain occupation charges paid to the different Port Authorities where the Enagás Group has its LNG Regasification Plants located must be considered as a lease contract under IFRS 16. These charges have previously been recorded as royalties under the "Other operating expenses" heading in the Consolidated Income Statement.
In connection with the above, it should be noted that in March 2019, the International Financial Reporting Interpretations Committee, IFRIC, published a consultation on underground passage rights for a period of time in exchange for future periodic payments applicable to, amongst other things, gas pipelines. The initial interpretation of the IFRIC, subsequently endorsed in June 2019, is that this case covers a lease within the scope of IFRS 16. The arguments put forward by the IFRIC, which are present in the specific case of the Enagás Group, are as follows:


Therefore, based on the considerations issued by the IFRIC in its aforementioned publications, and taking into account the above arguments, the Enagás Group considers that both the fees paid for the exclusive occupancy of the subsoil where the underground storage facilities are located and the fees paid periodically to the public authorities for the right of way of its gas pipeline network, would fall under the scope of IFRS 16, and therefore represent an additional financial liability with respect to the figures reported in the 2018 Consolidated Annual Accounts. Thus, the financial liability recorded at January 1, 2019 on the occasion of the implementation of IFRS 16 amounts to a total of 348 million euros (Note 3.4).
For transition purposes, the Enagás Group has used the modified retrospective transition method in combination, which means that the cumulative effect of the initial application is recorded as an adjustment to the opening balance of the initial accumulated profits for 2019, for the most significant existing lease contracts (fibre optic rental, fees for exclusive occupancy of regasification plants and office rentals), and the simplified method, which equates the asset for the right to use the lease liability, for the remaining contracts (exclusive occupancy fees for underground storage and gas pipelines, rental of work centres, cars, machinery, etc.). The comparative figures for the previous year have therefore not been restated.
Regarding the assumptions used for the calculation of the different magnitudes:
dependent on an index or rate, which should be recognised as an expense in the period in which the event or condition triggering the payment occurs.
• In order to calculate the present value of the lease payments, the discount rates to be applied to each of the lease agreements were estimated, based on the Group's financing cost adapted to the remaining maturity of each of the agreements at January 1, 2019.
Furthermore, the Enagás Group has decided to avail itself of the exemptions indicated in the Standard in relation to short-term leases (maturing in less than or equal to 12 months), as well as those in which the underlying asset has a low value (having a value of less than 5 thousands of US dollars). Short-term lease and low-value asset lease payments are recognised as straightline expenses over the term of the lease.
The Group has also applied the following practical solutions:
Accordingly, the impact of the initial application of IFRS 16 at January 1, 2019 on the Consolidated Balance Sheet is as follows:
| thousands of euros | January 1, 2019 |
|---|---|
| NON-CURRENT ASSETS | 317,686 |
| Property, plant, and equipment (Rights of use) (Note 2.4). | 656,355 |
| PP&E accumulated amortisation (Note 2.4) | (338,646) |
| Investments accounted for using the equity method | (7,672) |
| Deferred tax assets (Note 4.2) | 7,649 |
| LIABILITIES | 348,307 |
| Lease liabilities | 348,307 |
| EQUITY | (30,621) |
In connection with the presentation, the Enagás Group has included the assets for rights of use under the same headings in the financial statements as would have been the case for the underlying assets if they had been owned (Note 2.4) and has included lease liabilities under the items "Long-Term and Short-Term Debt - Other Financial Liabilities" in the Consolidated Balance Sheet (Note 3.4).

| 7 | Rights of use assets (thousands of euros) | |||||||
|---|---|---|---|---|---|---|---|---|
| Land and natural assets |
Buildings | Technical facilities | Machinery | Furniture | Transport equipment |
Total | Lease liabilities (thousands of euros) |
|
| January 1, 2019 | ||||||||
| Cost | 217,451 | 66,351 | 368,902 | 249 | 150 | 3,252 | 656,355 | (348,307) |
| Accumulated amortisation | (74,511) | (43,853) | (220,282) | - | - | - | (338,646) | - |
| Additions | 20,043 | 678 | - | 83 | 43 | 13,585 | 34,432 | (34,537) |
| Amortisation | (7,201) | (3,572) | (14,862) | (169) | (69) | (1,502) | (27,375) | - |
| Interest | - | - | - | - | - | - | - | (6,017) |
| Payments | - | - | - | - | - | - | - | 33,512 |
| At December 31, 2019 | 155,782 | 19,604 | 133,758 | 163 | 124 | 15,335 | 324,766 | (355,349) |
The main additions in 2019, both of assets for rights of use and of financial liabilities for leases, are explained by the following:
As indicated above, the Enagás Group concluded that the exclusive occupancy fees fall under the scope of IFRS 16, instead of being included as fees under the "Other operating expenses" item in the Consolidated Income Statement, as was previously the case. This meant that the Enagás Group's Annual Accounts for previous years did not include information on future minimum lease payments under non-cancellable operating leases, in accordance with section 35 of IAS 17, as these were not considered material.
The maturities of these lease liabilities at December 31, 2019 are presented below:
| Maturity | thousands of euros |
|---|---|
| Up to 3 months | 9,838 |
| Between 3 and 12 months | 26,097 |
| Between 12 months and 5 years | 135,690 |
| More than 5 years | 236,303 |
| Total (1) | 407,928 |
(1) The difference with the amount of lease liabilities recorded in the Consolidated Annual Accounts at December 31, 2019 and amounting to 355,349 thousands of euros (Note 3.4) is mainly due to the effect of the financial discount.
Also, as a result of the application of IFRS 16, the main impacts recorded in the Consolidated Income Statement during 2019, compared to those recorded up to December 31, 2018, are as follows:
The Group intends to adopt the standards, interpretations, and amendments thereof issued by the IASB that are not mandatory in the European Union at the date these Consolidated Annual Accounts were prepared when they become effective, where applicable. Based on the analysis conducted to date, the Group believes that their first-time application will not have a material impact on the Consolidated Annual Accounts and highlights the following standards:
| Approved for use in the European Union | |||
|---|---|---|---|
| Standards | Content | Mandatory application for periods beginning on or after: |
|
| Amendments to IFRS 9, IAS 39 and IFRS 7: Reference rate reform |
Amendments to IFRS 9, IAS 39 and IFRS 7 related to the ongoing reform of the benchmarks |
Annual periods beginning on January 1, 2020. |
As a result of the ongoing reform of the reference rates by the monetary authorities, on January 15, 2020 the amendment to certain requirements for hedging relationships was published in the Official Journal of the European Union so that entities can continue to apply hedge accounting on the assumption that the reference rate of interest on which the cash flows of the hedging instruments and the hedged items are based will not be affected by the uncertainties generated by the Reference Rate Reform.
In accordance with the amendment to "IFRS 7 Financial Instruments: Disclosures" in relation to the hedging relationships established by Enagás, described in Note 3.6, the Company is participating in working groups and monitoring the aforementioned reform process now in its second phase, in order to verify whether any contractual amendment should be made as a result of the reform. It is expected that the derivative financial instruments held by Enagás will continue to qualify and maintain the hedging relationship in accordance with the risk policy described in Note 3.7.

• "Current receivables" include the balance pending settlement corresponding to the remuneration of regulated regasification, transmission and underground storage activities for 208 million euros corresponding to financial year 2019 (313 million euros at December 31, 2018), as well as the outstanding balance corresponding to the remuneration of Technical Management for 5 million euros (6 million euros at December 31, 2018) (Note 2.2).

• Without affecting the 2019 financial year, on December 23, 2019, Circulars 9/2019 and 8/2019 were published, establishing the new regulatory and remuneration framework for financial years from January 1, 2021, (Note 2.1 and Appendix III).
• In relation to the Castor storage facility, on November 8, 2019, the Council of Ministers published an agreement ending the hibernation of the Castor underground storage facilities and agreeing to dismantle them in phases, assigning the work to Enagás Transporte and including all the operations required for the maintenance and operation of the facilities referred to in Article 3.2 of Royal Decree-Law 13/2014 until the last phase of dismantling is completed.
Following the 2018 Supreme Court rulings that annulled various precepts specifying the terms of compensation for infrastructure management obligations, Enagás filed a property liability action on December 21, 2018 with the Ministry of Ecological Transition to put in place an alternative mechanism to receive compensation for the legally mandated tasks. On October 3, 2019, the alleged decision was challenged before the National Court. Thus, the damages lawsuit consists of continuing in the jurisdiction of the claim that has already been filed by the Company to recover the amounts deducted, in accordance with the legal conclusions of the external and internal advisors. Based on the above, the account receivable for the right of Enagás Transporte, S.A.U., to be paid for the Castor underground storage administration, is maintained in the balance sheet, the conclusion being that there is no negative impact on the Group's financial statements for the financial year (Note 2.2).

Inclusion of the variable portion with respect to remuneration for supply continuity allows for adjustment of system costs in situations of varying demand, balancing the differences between income and costs of the system, as well as transferring part of the risk relating to variable demand, which until now has been assumed by the end consumer, to the owner of the facilities.
This portion is based on the total changes in domestic consumption of natural gas excluding the supply through satellite plants in respect to prior year in the case of
transmission facilities, of the variation in demand for regasified gas in all the plants operating in the system in the case of regasification facilities, and the change in usable gas held at the storage facilities, at November 1 of the corresponding year and including cushion gas mechanically extracted of the latter.
Remuneration for supply continuity is divided amongst all the facilities based on the weighting of their replacement value with respect to all facilities relating to the activity, calculating said values by applying the unit investment values prevailing for each year.
Once the regulatory useful life of the facilities has elapsed, and in those cases in which the asset remains operational, the operating and maintenance costs are established as fixed remuneration, increased by a coefficient based on the number of years by which the facility exceeds the regulatory useful life, not accruing any amounts as investment remuneration.
Further, this heading includes the accrual of amounts received for connecting the basic network infrastructure of Enagás Transporte, S.A.U. and Enagás Transporte del Norte, S.L. with networks of distribution companies, secondary transmission companies, gas shippers, and qualified customers. Said income is recognised based on the useful life of the assigned facilities.
Based on the types of contractual agreements supporting this type of income, it has been determined that there is an implicit financing component which, under the new regulatory requirements, must be recognised as a liability in the Consolidated Balance Sheet.

The breakdown of Revenue is as follows:

The details of revenues with the breakdown of revenues from customer contracts at December 31, 2019 and December 31, 2018 is as follows:
| Revenue | 2019 | 2018 |
|---|---|---|
| Regulated activities: | 1,086,633 | 1,084,081 |
| From contracts with customers | - | - |
| Other | 1,086,633 | 1,084,081 |
| Non-regulated activities: | 66,470 | 210,579 |
| From contracts with customers | 31,333 | 36,138 |
| Other | 35,137 | 174,441 |
| Total revenue | 1,153,103 | 1,294,660 |
| Other operating income | 2019 | 2018 |
|---|---|---|
| From contracts with customers | 23,939 | 30,781 |
| Other | 5,692 | 16,777 |
| Total Other operating income | 29,631 | 47,558 |
The distribution of the Revenue based on the Group Companies from which it comes for 2019 and 2018 is as follows:
| Revenue | 2019 | 2018 |
|---|---|---|
| Regulated activities: | 1,086,633 | 1,084,081 |
| Enagás Transporte, S.A.U. | 1,033,900 | 1,032,069 |
| Enagás Transporte del Norte, S.L. | 28,243 | 28,046 |
| Enagás GTS, S.A.U. | 24,490 | 23,966 |
| Non-regulated activities: | 66,470 | 210,579 |
| GNL Quintero | 31,696 | 173,417 |
| Enagás Transporte, S.A.U. | 30,257 | 31,829 |
| Enagás, S.A. | 59 | 2,294 |
| Enagás Internacional, S.L.U. | 561 | 1,004 |
| Enagás México | 459 | 303 |
| Enagás Transporte del Norte, S.L. | 447 | 447 |
| Enagás Perú | 910 | 559 |
| Remaining companies | 2,081 | 726 |
| Total | 1,153,103 | 1,294,660 |
The breakdown required for the IFRS 15 application, regarding contracts with customers corresponding to 2019 and 2018 is as follows:

| Nature | Counterpart y |
Segments (Note 4.7.a) | |||||
|---|---|---|---|---|---|---|---|
| 2019 | Geographi cal area |
Technical Managem ent of the System |
Infrastructures | Other activities | Total | ||
| Net revenue from customer contracts | |||||||
| Connections | Rendering of services | Spain | Third parties | - | - | 447 | 447 |
| Other income | Rendering of services | America | Intercompany | - | - | 13 | 13 |
| Other income | Rendering of services | Spain | Intercompany | - | 87 | 1,109 | 1,196 |
| Other income | Rendering of services | Europe | Intercompany | - | - | 154 | 154 |
| Other income | Rendering of services | Spain | Third parties | - | 90 | - | 90 |
| Other income | Rendering of services | America | Third parties | - | - | 5 | 5 |
| Corporate services | Rendering of services | America | Intercompany | - | - | 71 | 71 |
| Corporate services | Rendering of services | Spain | Intercompany | - | - | 566 | 566 |
| Corporate services | Rendering of services | Europe | Intercompany | - | - | 457 | 457 |
| Gas transmission services | Rendering of services | Spain | Third parties | - | 28,334 | - | 28,334 |
| Net revenue from customer contracts | - | 28,511 | 2,822 | 31,333 | |||
| Other operating income from customer contracts Leases |
Rendering of services | Spain | Third parties | - | 353 | 258 | 611 |
| Usage rights | Usage rights income | Spain | Intercompany | - | 8,909 | - | 8,909 |
| Maintenance | Rendering of services | Spain | Intercompany | - | 3,490 | - | 3,490 |
| Maintenance | Rendering of services | Africa | Third parties | - | 395 | - | 395 |
| Maintenance | Rendering of services | Spain | Third parties | - | 232 | - | 232 |
| Maintenance | Rendering of services | Europe | Third parties | - | 11 | - | 11 |
| Other income | Rendering of services | Spain | Intercompany | 5 | - | 1,058 | 1,063 |
| Other income | Rendering of services | Europe | Intercompany | - | - | 1,010 | 1,010 |
| Other income | Rendering of services | America | Third parties | - | - | 30 | 30 |
| Other income | Rendering of services | Spain | Third parties | - | 3,591 | 738 | 4,329 |
| Other income | Rendering of services | Europe | Third parties | - | 60 | 295 | 355 |
| Corporate services | Rendering of services | America | Intercompany | - | - | 95 | 95 |
| Corporate services | Rendering of services | Spain | Intercompany | - | 2,001 | 1,053 | 3,054 |
| Corporate services | Rendering of services | Spain | Third parties | - | 4 | - | 4 |
| Corporate services | Rendering of services | Europe | Third parties | - | - | 351 | 351 |
| Total Other operating income from customer contracts | 5 | 19,046 | 4,888 | 23,939 |
| Nature | Geographi cal area |
Counterpart y |
Segments (Note 4.7.a) | ||||
|---|---|---|---|---|---|---|---|
| 2018 | Technical Managem ent of the System |
Infrastructures | Other activities | Total | |||
| Net revenue from customer contracts | |||||||
| Connections | Rendering of services | Spain | Third parties | - | 2,173 | - | 2,173 |
| Other services | Rendering of services | Spain | Intercompany | - | - | 353 | 353 |
| Other services | Rendering of services | Spain | Third parties | - | 58 | - | 58 |
| Corporate services | Rendering of services | America | Intercompany | - | - | 1,469 | 1,469 |
| Corporate services | Rendering of services | Spain | Intercompany | - | 84 | 1,053 | 1,137 |
| Corporate services | Rendering of services | Europe | Intercompany | - | - | 928 | 928 |
| Gas transmission services | Rendering of services | Spain | Third parties | - | 30,020 | - | 30,020 |
| Net revenue from customer contracts | - | 32,335 | 3,803 | 36,138 | |||
| Other operating income from customer contracts | |||||||
| Usage rights | Usage rights income | Spain | Intercompany | - | 17,802 | - | 17,802 |
| Maintenance | Rendering of services | Spain | Intercompany | - | 2,771 | - | 2,771 |
| Maintenance | Rendering of services | Spain | Third parties | - | 4,802 | - | 4,802 |
| Other income | Rendering of services | Spain | Intercompany | 5 | - | 135 | 140 |
| Other income | Rendering of services | Europe | Intercompany | - | - | 23 | 23 |
| Other income | Rendering of services | Spain | Third parties | - | 1,997 | 370 | 2,367 |
| Other income | Rendering of services | Europe | Third parties | - | - | 270 | 270 |
| Corporate services | Rendering of services | Spain | Intercompany | - | 2,466 | 99 | 2,565 |
| Corporate services | Rendering of services | Europe | Intercompany | - | - | 41 | 41 |
| Total Other operating income from customer contracts | 5 | 29,838 | 938 | 30,781 |
The Management of the Enagás Group considers that there is no collection uncertainty relating to the income indicated above and therefore has not ceased to recognise any type of income for this reason.
| Personnel expenses | 2019 | 2018 |
|---|---|---|
| Wages and salaries | 91,741 | 97,642 |
| Termination benefits | 5,807 | 7,338 |
| Social Security | 20,012 | 18,577 |
| Other personnel expenses | 10,305 | 9,253 |
| Contributions to external pension funds (defined contribution plan) |
2,681 | 2,658 |
| Works for fixed assets (Note 2.4) | (5,371) | (4,230) |
| Total | 125,175 | 131,238 |
In 2019, wages and salaries include the fair value of services received as consideration for equity instruments granted, in the amount of 2,207 thousands of euros at December 31, 2019 corresponding to the portion of the Long-Term Incentive Plan payable in Enagás, S.A. shares and approved on March 29, 2019 for the executive directors and senior management, thus representing a share-based transaction. At December 31, 2018, it included 1,936 thousands of euros corresponding to the portion of the Long-Term Incentive Plan payable in Enagás, S.A. shares (2016-2018) approved on March 18, 2016. Services rendered corresponding to the portion of the incentive plan payable in cash were also recognised with a credit to "Provisions" under noncurrent liabilities, in the amount of 710 thousands of euros at December 31, 2019, corresponding to the Long-Term Incentive Plan (2019-2021). The amount recognised at December 31, 2018

amounted to 693 thousands of euros and corresponded to the same item regarding the Long Term Incentive Plan in force at that time, i.e. for the period 2016-2018 (Note 2.8.a). In addition, the employee benefits expense arising from the bonus payable every three years for contribution to results for the 2019-2021 period and corresponding to the remaining personnel of the Group was also included in the amount of 1,898 thousands of euros. The amount of 2,026 thousands of euros was included in 2018, derived from the bonus payable every three years corresponding to the previous period, 2016-2018.
The Enagás Group contributes, in accordance with the Pension Plan signed and adapted to the Law on Pension Plans and Funds, to an "Enagás Pension Fund" defined contribution plan, managed by Gestión de Previsión y Pensiones, S.A. with Banco Bilbao Vizcaya Argentaria, S.A. as custodian, which covers the Group's commitments to the workforce in question. The aforesaid plan recognises certain vested rights for past service and undertakes to make monthly contributions averaging 4.27% of eligible salary (3.90% in 2018). It is a mixed plan covering retirement benefits, disability and death. The total number of people adhered to the plan at December 31, 2019 totalled 1,186 participants (1,201 participants at December 31, 2018). The contributions made by the Group under this heading each year are recorded in the "Personnel expenses" heading of the Consolidated Income Statement. At 2019 year-end there were no amounts pending payment with respect to this item.
In addition, the Group has outsourced its pension commitments with respect to its senior managers through a mixed group insurance policy for pension commitments, including benefits in the event of survival, death, and employment disability.
The average number of Group employees broken down by professional category is as follows:
2019: 1,366

Management Technical personnel
Administrative personnel
Workers

2018: 1,436
At December 31, 2019 the Group has 1,320 employees under contract (1,449 employees at 2018), broken down by professional category and gender as follows:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Categories | Women | Men | Women | Men | |
| Management | 40 | 105 | 38 | 106 | |
| Technical personnel | 224 | 475 | 231 | 509 | |
| Administrative personnel |
89 | 13 | 102 | 21 | |
| Workers | 17 | 357 | 20 | 422 | |
| Total | 370 | 950 | 391 | 1,058 |
"Management" includes senior executive management of the Group, comprising eleven persons (nine men and two women).
The average number of staff during 2019 and 2018 employed by Group companies with disabilities greater than or equal to 33%, broken down by categories, is as follows:
| Categories | 2019 | 2018 |
|---|---|---|
| Technical personnel | 3 | 3 |
| Administrative personnel | 2 | 2 |
| Workers | 5 | 5 |
| Total | 10 | 10 |

| Other operating expenses | 2019 | 2018 |
|---|---|---|
| External services: | ||
| R+D expenses | 484 | 293 |
| Leases and royalties (1) | 7,714 | 44,780 |
| Repairs and conservation | 48,396 | 48,591 |
| Freelance professional services | 27,299 | 32,391 |
| Transport | 24,823 | 31,475 |
| Insurance premiums | 6,241 | 9,241 |
| Banking and similar services | 331 | 342 |
| Advertising, publicity and public relations | 4,349 | 5,391 |
| Supplies | 23,114 | 22,462 |
| Other services | 24,575 | 16,958 |
| External services | 167,326 | 211,924 |
| Taxes | 13,965 | 13,842 |
| Other current management costs | 1,668 | 300 |
| Other external expenses 11,058 |
16,855 | |
| Change in traffic provisions 4,320 |
566 | |
| Total | 198,337 | 243,487 |
(1) The decrease in this item is due to the application of IFRS 16, which means that the cost of certain leases and fees is now recorded as a depreciation expense for rights of use. (Note 1.10).
• Financial assets are recognised in the Consolidated Balance Sheet at the transaction date when the Group becomes party to the contractual terms of the instrument.

c) reasonable and well-founded information available on the date of information, without cost or disproportionate effort, on past events, current conditions and forecasts of future economic conditions.
Under the new standard, an entity will measure the value correction for losses of a financial instrument in an amount equal to the expected credit losses during the life of the asset, if the risk of that financial instrument has increased significantly since its initial recognition.
Conversely, that is, if the credit risk of a financial instrument has not increased significantly since the initial recognition, an entity will measure the value correction for losses at an amount equal to the expected credit losses in the next 12 months.
The gain or loss resulting from impairment of value, the amount of the expected credit losses (or reversals) by which it is required that the value adjustment for losses be adjusted on the posting date to reflect the amount to be recognised under this standard will be recorded in the profit for the period.
In the case of the Enagás Group, practically all financial assets present a low credit risk at the date of posting, and their exposure to events that generate credit losses during the next 12 months is therefore calculated.
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Customer receivables for sales and services rendered |
6,416 | 24,971 |
| Accounts receivable from customer contracts |
3,774 | 8,128 |
| Accounts receivable from customer contracts, group companies and associates |
2,936 | 3,957 |
| Subsidiaries and associates | 1,045 | 4,142 |
| Other receivables | 216,077 | 319,733 |
| Sub-total | 230,248 | 360,931 |
| Value added tax | 23,754 | 27,979 |
| Trade and other current receivables | 254,002 | 388,910 |
| Trade and other non-current receivables (Note 3.3.a) |
148,022 | 137,125 |
"Trade and other non-current receivables", in accordance with Royal Decree-Law 8/2014 of July 4 and Law 18/2014 of October 15, mainly includes the long-term accumulated deficit corresponding to regulated activities amounting to 80,377 thousands of euros at December 31, 2019 (88,835 thousands of euros at December 31, 2018).
In the "Other receivables" heading, under current assets, the Enagás Group mainly records the outstanding balance corresponding to the remuneration of regulated regasification, transmission and underground storage activities at the end of financial years 2019 and 2018, in the amount of 208,132 thousands of euros and 312,911 thousands of euros, respectively. Within this amount, the outstanding balance for 2019 amounts to 80,955 thousands of euros (at December 31, 2018, the outstanding balance for 2018 amounted to 184,746 thousands of euros).
In addition, after the approval of the surplus of the gas system for 2018 through its publication in the final settlement of that year, which took place in December 2019, and which led to the collection by Enagás Transporte in that same month of 11,861 thousands of euros with a charge to the adjustments to the gas system for 2015, 2016 and 2017, and to the surplus with which it is estimated that the gas system will close in 2019 (which will be definitively communicated at the end of 2020); the estimated amounts relating to the aforementioned adjustments to the gas system that would be collected in a period of more than 12 months, amounting to 1,270 thousands of euros (33,847 thousands of euros at December 31, 2018), is recorded under "Trade and other non-current receivables". In this regard, once the aforementioned payment collections have been taken into account, the full amount recorded in the long term corresponds to the mismatch in the gas system in 2016. The monthly payments receivable in respect of the mismatches arising in 2015 and 2017 are included under "Other receivables" on the current assets side of the accompanying consolidated balance sheet, since they are expected to be collected in full in 2020. This amounts to 20,419 thousands of euros (10,896 thousands of euros. at December 31, 2018).
Also, "Trade and other non-current receivables" includes the balance of the mismatch in the gas system in 2016 and the amount receivable for facilities not yet recognised, which at December 31, 2019 amounted to 16,076 thousands of euros (80,169 thousands of euros at December 31, 2019), since it is estimated that they will be recovered within a period in excess of one year.
In addition, the "Other receivables" heading also includes the balance pending collection relating to remuneration for Technical Management activity, amounting to 4,854 thousands of euros (5,500 thousands of euros at December 31, 2018). The trade receivables related to regulated activities follow the settlement
system established in Order ECO/2692/2002, of October 28, which regulates the settlement procedures for remuneration of regulated natural gas sector and fees for specific purposes (Appendix III).
"Accounts receivable from contracts with customers" include the following items, broken down in accordance with IFRS 15:
| 12.31.20 19 |
12.31.20 18 |
|
|---|---|---|
| Accounts receivable from customer contracts | 1,436 | 5,759 |
| Accounts receivable from customer contracts, group companies and associates |
1,076 | 1,735 |
| Accounts receivable invoices to be issued from contracts with customers |
2,338 | 2,369 |
| Accounts receivable invoices to be issued from contracts with customers, group companies associates |
1,860 | 2,222 |
The Company has not registered assets under contracts at December 31, 2019 or December 31, 2018.
At December 31, 2019, the Company did not have significant impairment losses on balances receivable from contracts with customers, either registered as accounts receivable or as unissued invoices.
As explained in Note 8.1 of the 2014 Consolidated Annual Accounts of the Enagás Group, on October 4, 2014 the Official State Gazette published the Royal Decree-Law 13/2014 of October 3, by virtue of which urgent measures were adopted in connection with the gas system and title to the nuclear power plants, with a view to guaranteeing the security of people, goods, and the environment with respect to the Castor natural gas underground storage facility, which establishes, amongst other matters, the following:

the gas system, which will pay the new titleholder the corresponding amounts.
In light of the above, on October 4, 2014, Enagás Transporte, S.A.U. signed an agreement with various financial entities by virtue of which it ceded the collection right awarded by the aforementioned Royal Decree-Law, with said entities assuming the payment obligation imposed on Enagás Transporte, S.A.U. In this manner, on November 11, 2014, said financial entities made a payment of 1,350,729 thousands of euros to the titleholder of the extinguished concession.
Further, Enagás Transporte, S.A.U. transferred the aforementioned contractual obligations and rights inherent to ownership of the financial asset to said financial entities, thus derecognising it from the balance sheet as the Directors of the Group consider that all associated risks and benefits have been transferred.
On December 21, 2017 the Constitutional Court handed down a sentence no. 152/2017 declaring various provisions of Royal Decree-Law 13/2014 as unconstitutional and null and void due to formal errors. Specifically, (i) acknowledgement of the investment made by the renouncing concessionaire and costs accrued up to the date of said norm becoming effective, and thus the consideration in the amount of 1,350,729 thousands of euros, as well as (ii) recognition of the correlated collection right of Enagás Transporte, S.A.U. with respect to the gas system for the amount of consideration cited, considering that in both cases the reasons given for the urgency were not justified and therefore said measures should be excluded from the ordinary legislative procedure.
Notwithstanding the foregoing, the Constitutional Court did declare the following as constitutional and valid: (i) adoption of the decision to hibernate the underground storage facility; (ii) the declaration of the extinction of the concession; and (iii) the appointment of Enagás Transporte, S.A.U. for administration of the facilities to the extent the hibernation is prolonged; as well as (iv) recognition of the right to obtain remuneration for the maintenance and operability costs for Enagás Transporte, S.A.U., including any costs incurred for the administration and other related work which said Royal Decree-Law established as a requirement.
In accordance with the analysis carried out by the Company's external legal advisors, the purchase-sale contract for the collection rights signed by Enagás Transporte, S.A.U. with the financial entities represents the transfer of rights and obligations to the financial entities and in no case does it enable the buyers (or their possible transferees) the possibility of claiming reimbursement for the price received or payment of any other amounts from the seller. Thus, in no case can adverse effects arise in connection with the financing of the operation for the Company due to the sentence of the Constitutional Court, as Enagás Transporte, S.A.U. is not titleholder to the collection right which was annulled nor is it obliged to pay the titleholder of the extinguished concession.
Without prejudice to the above and in relation to this, in response to the recent summons received from the Supreme Court and in order to guarantee its legitimate rights and interests, Enagás Transporte, S.A.U., proceeded to appear as a co-defendant in the contentious-administrative appeal filed by the financial institutions against the alleged rejection by the Council of Ministers of the claim of the State legislator's liability for partial declaration of unconstitutionality of Royal Decree-Law 13/2014, without this participation being the object of any claim by these entities which, if it were to take place, would have to be dealt with via civil proceedings and not via contentious-administrative appeal.
Likewise, in accordance with the analysis carried out by the Company's legal advisors and external legal advisers, the aforementioned sentence of the Constitutional Court does not give rise to any negative effect on the right of Enagás Transporte, S.A.U. to obtain remuneration for the administration and operations necessary for maintenance and operability of the infrastructure, as the Royal Decree-Law was not affected in such a manner by the declaration of unconstitutionality. Likewise, on the basis of these same conclusions, it is not considered that there is any negative effect from the process aimed at liability, since all the risks and benefits of the financial asset have been contractually transferred to the financial institutions.
In this sense, with regard to the remuneration payable to Enagás Transporte for 2014 and annual instalments from 2015 to 2016, the Supreme Court, based on the declaration of unconstitutionality of Article 6 of Royal Decree-Law 13/2014, handed down the judgements of November 7, 12, 15 and 29, 2018 (CA Appeals Nos. 3814/2015, 4383/2015, 648/2016 and 3572/2016), nullifying the provisions that specified the terms of the remuneration to be received by Enagás Transporte, S.A.U., as of December 1, 2014 and annual instalments for 2015 and 2016, in payment of the administrative obligations imposed by Article 3 of the aforementioned Royal Decree-Law and by virtue of the latter's right recognised by the final paragraph of section 2 of the same Article, whose constitutionality was confirmed by the Constitutional Court in judgement No. 152/2017, of December 21, 2017.
With regard to these costs for 2014 and annual instalments for 2015 and 2017, in October 2018 the CNMC started an ex officio review procedure of the final approved settlements, with the purpose of recovering the definitive amounts received by Enagás Transporte as well as the corresponding legal interest calculated from the date of the instalments until the date of the return of the amounts to the settlement system. This procedure was resolved by the CNMC on July 5, 2019, declaring the nullity of the settlements from 2015 to 2017 and the obligation of Enagás Transporte to reimburse the amount of 34,553,812.10 euros, which was done on July 23, 2019.
Lastly, with regard to the costs recognised for 2017 to 2019, on February 11, 2020 one of the appeals filed against Order ETU/1977/2016 were put to the vote and a ruling was issued, which relates to the remuneration of the costs recognised for Enagás Transporte, S.A.U., for 2017 (the other has been resolved in the same way as the previous appeals), and on March 31, 2020, the two appeals against Order ETU/1283/2017, which relate to the costs recognised for 2018,. Although no judgement has yet been handed down for any of them at the date of preparation of these Annual Accounts, and despite the fact that these costs are recognised in the aforementioned Ministerial Orders and the validity of the collection right has been confirmed by the Constitutional Court, the CNMC deducted (through compensation) the amounts provisionally received in 2017 by Enagás Transporte, S.A.U., for costs recognised for 2017 (not included in the final settlement of the regulated activities of the Natural Gas Sector for 2017) and omitted the inclusion of any payment for the costs of the administration of the storage corresponding to 2018, a situation which has remained constant throughout 2019.
Notwithstanding the above, it should be noted that since 2014 Enagás Transporte, S.A.U. has been performing the functions of administrator of the Castor storage facility, which it was legally obliged to do in accordance with the provisions of sections 1 and 2 of Article 3 of Royal Decree-Law 13/2014, which imposed on it the assumption of the administration of the facilities and of the ownership of all the rights and obligations associated with them during the entire period up to the end of the hibernation period through an agreement of the Council of Ministers referred to in Article 1.2 of the aforementioned Royal Decree-Law 13/2014.

It is worth noting at this time that on November 8, 2019, the Council of Ministers published the Agreement terminating the hibernation of the Castor underground storage facilities and agreeing to dismantle them in phases, assigning the work to Enagás Transporte and including all the operations required for the maintenance and operation of the facilities referred to in Article 3.2 of Royal Decree-Law 13/2014 until the last phase of dismantling is completed.
With all of the above, in practice the aforementioned Resolution has not meant that Enagás Transporte has ceased to attend to the tasks it had been carrying out to guarantee the safety of people, property and the environment but, on the contrary, it has confirmed its obligation to continue to carry out all of the operations required for the maintenance and operation of the facilities referred to in Article 3.2 of Royal Decree-Law 13/2014 until the last phase of dismantling is completed.
And given that, due to carrying out these tasks, formerly as a storage administrator, and now as a dismantling manager, Enagás Transporte, S.A.U., has so far been assuming the costs derived from the operations maintenance and operations imposed, as well as those for the full assumption of the administration and dismantling of the storage; and given that, in addition, the right of this company to obtain remuneration for the functions entrusted by Royal Decree-Law 13/2014 and developed in relation to Castor storage remains in force, since it does not derive from Article 6, annulled by the Constitutional Court, but is expressly recognised in Article 3.2 of the former, which subsists, it is considered that the right of Enagás Transporte, S.A.U. to receive the remuneration for the costs incurred is beyond any doubt, with only the specific terms in which this right is specified remaining in doubt, since Article 6 has been annulled.
In view of the foregoing and as it is necessary to implement an alternative mechanism to receive the remuneration for the legally entrusted tasks, on December 21, 2018, Enagás Transporte, S.A.U. has filed a claim for damages with the Ministry for Ecological Transition, requesting (i) the right of Enagás
Transporte, S.A.U. to obtain compensation, for the damages sustained as a result of the administration tasks of the facilities, plus the pertinent interests, (ii) payment of the amounts corresponding to the remuneration for the costs assumed by Enagás Transporte, S.A.U., up to the moment when the resolution is issued, plus the pertinent interests, and (iii) the right of Enagás Transporte, S.A.U. to obtain compensation for the damages that may be caused to it as a consequence of the tasks of administering the facilities until such time as the Council of Ministers adopts an agreement that puts an end to the storage hibernation situation.
The aforementioned claim for liability presented on December 21, 2018 was rejected by a presumptive resolution of the Ministry for Ecological Transition, which on October 3, 2019 was challenged by Enagás Transporte before the National Court and the Ministry is currently forwarding the administrative file to this judicial body, prior to the filing of the lawsuit.
According to the legal conclusions of the external and internal advisors, it is considered that this damages lawsuit is the mechanism initiated by the Group for recovering both the amounts deducted from the remuneration corresponding to financial year 2017, the amounts not paid referring to financial years 2018 and the following, and the amounts that have been refunded as a result of the review actions by the CNMC in relation to the settlements corresponding to 2014, 2015 and 2016, included in the final approved settlements of the 2015 and 2016 years, as well as their possible interests. Based on the above, the account receivable for the right of Enagás Transporte, S.A.U., to be paid for the Castor underground storage administration, is maintained in the balance sheet, the conclusion being that there is no negative impact on the Group's financial statements as a result of the judgements of the Constitutional Court or the Supreme Court referred to above.
At December 31, 2019, the amount recorded as revenues of the Company during financial years 2014 to 2019 pending recovery amounts to 61 million euros.
Trade and other payables are financial liabilities that do not accrue explicit interest and are recognised at their face value provided the effect of financial discounting is not significant.
The detail of "Trade and Other Payables" for 2019 and 2018 is as follows:
| Trade and other payables | 12.31.2019 | 12.31.2018 |
|---|---|---|
| Debts with related companies | 3,516 | 1,704 |
| Rest of suppliers | 160,183 | 144,812 |
| Other creditors | 14,782 | 23,056 |
| Subtotal (Note 3.3.b) | 178,481 | 169,572 |
| Value added tax | 148 | 2,121 |
| Tax Authorities creditor for withholdings and other |
33,764 | 32,576 |
| Total | 212,393 | 204,269 |
The disclosures required in the second additional provision of Law 31/2014 of December 3, are as follows:
| Days | 2019 | 2018 |
|---|---|---|
| Ratio of payments made | 34 | 33 |
| Ratio of pending payments | 27 | 45 |
| Average payment period to suppliers | 34 | 34 |
| Amount | 2019 | 2018 |
| Total payments made | 474,065 | 442,072 |
| Total pending payments | 26,447 27,803 |

• Without affecting the 2019 financial year, on November 20 and on December 23, 2019, Circulars 2/2019 and 8/2019 and 9/2019 were published, establishing the new regulatory and remuneration framework for financial years from January 1, 2021, (Appendix III).
• The official grants relating to the assets recognised under PP&E lower the acquisition cost of said assets and are taken to the income statement over the foreseen useful lives of the corresponding assets, decreasing the related amortisation.

| Annual rate | Useful life (years) |
|
|---|---|---|
| Buildings | 2%-5% | 50 – 20 |
| Technical facilities (transmission network) | 2.5%-5% | 40 – 20 |
| Tanks | 5% | 20 |
| Underground Storage Facilities | 5%-10% | 20 – 10 |
| Cushion gas | 5% | 20 |
| Other technical facilities and machinery | 2.5%-12% | 40 – 8.33 |
| Equipment and tools | 30% | 3.33 |
| Furniture and fixtures | 10% | 10 |
| Information technology equipment | 25% | 4 |
| Transport equipment | 16% | 6.25 |
| 2019 | Opening balance |
Effect of first application of IFRS 16 (1) |
Inputs or provisions (2) |
Increases or decreases due to transfers |
Decreases, disposals or reductions (4) |
Translation differences |
Perimeter variations (3) |
Balance at year-end |
|---|---|---|---|---|---|---|---|---|
| Land and buildings | 249,230 | 283,802 | 21,548 | 118 | - | (398) | (81,262) | 473,038 |
| Technical facilities and machinery | 9,681,043 | 368,902 | 65,842 | 9,238 | (247) | 6,452 | (937,159) | 9,194,071 |
| Other facilities, tools, and furniture | 171,130 | 3,651 | 14,997 | 142 | (6,822) | 811 | (5,604) | 178,305 |
| Prepayments and work in progress | 576,027 | - | 28,622 | (9,498) | (39,292) | (221) | (8,464) | 547,174 |
| Capital grants | (600,502) | - | (568) | - | - | - | - | (601,070) |
| Total cost | 10,076,928 | 656,355 | 130,441 | - | (46,361) | 6,644 | (1,032,489) | 9,791,518 |
| Land and buildings | (98,840) | (118,364) | (15,265) | - | - | (77) | 24,622 | (207,924) |
| Technical facilities and machinery | (4,988,463) | (220,282) | (247,153) | - | - | (1,010) | 256,253 | (5,200,655) |
| Other facilities, tools, and furniture | (72,272) | - | (5,385) | - | 6,822 | (750) | 3,810 | (67,775) |
| Capital grants | 419,220 | - | 10,786 | - | - | - | - | 430,006 |
| Total amortisation | (4,740,355) | (338,646) | (257,017) | - | 6,822 | (1,837) | 284,685 | (5,046,348) |
| Technical facilities and machinery | (13,719) | - | - | - | - | - | - | (13,719) |
| Prepayments and work in progress(4) |
(84,639) | - | (43,997) | - | 32,105 | - | - | (96,531) |
| Total impairment | (98,358) | - | (43,997) | - | 32,105 | - | - | (110,250) |
| Land and buildings | 150,390 | 165,438 | 6,283 | 118 | - | (475) | (56,640) | 265,114 |
| Technical facilities and machinery | 4,678,861 | 148,620 | (181,311) | 9,238 | (247) | 5,442 | (680,906) | 3,979,697 |
| Other facilities, tools, and furniture | 98,858 | 3,651 | 9,612 | 142 | - | 61 | (1,794) | 110,530 |
| Prepayments and work in progress | 491,388 | - | (15,375) | (9,498) | (7,187) | (221) | (8,464) | 450,643 |
| Capital grants | (181,282) | - | 10,218 | - | - | - | - | (171,064) |
| Net carrying amount of property, plant, and equipment |
5,238,215 | 317,709 | (170,573) | - | (7,434) | 4,807 | (747,804) | 4,634,920 |
(1) The "Effect of the First-time Application of IFRS 16" includes the effects of applying this standard at January 1, 2019, with impacts on the cost of fixed assets and accumulated depreciation (Note 1.10).
(2) The additions of fixed assets resulting from the application of IFRS 16 recognised in 2019 amounted to 34,432 thousands of euros. In addition, the depreciation charge for the year includes an impact of 27,375 thousands of euros relating to the depreciation of assets arising from the application of IFRS 16 (Note 1.10).
(3) "Changes in the Scope of Consolidation" includes the effect of including the ownership interest in GNL Quintero using the equity method, amounting to 747,287 thousands of euros, as a result of the loss of control over the company in February 2019 (Note 1.5).
(4) The impairment charge for Prepayments and work in progress relates mainly to the investment and materials relating to the STEP project, the likelihood of which is no longer probable in view of the European regulatory framework and the uncertainty associated with the processing and viability of the project. For this reason, the assets associated with their recoverable value were recognised, and an impairment loss of 40,433 thousands of euros was recognised.

| 2018 | Opening balance |
Inputs or provisions |
Increases or decreases due to transfers |
Decreases, disposals or reductions |
Translation differences |
Balance at year-end |
|---|---|---|---|---|---|---|
| Land and buildings | 247,883 | 1,649 | 2,377 | (6,022) | 3,343 | 249,230 |
| Technical facilities and machinery | 9,710,631 | 3,749 | (68,904) | (2,992) | 38,559 | 9,681,043 |
| Other facilities, tools, and furniture | 93,295 | 1,560 | 76,255 | (69) | 89 | 171,130 |
| Prepayments and work in progress | 567,789 | 17,976 | (9,728) | (285) | 275 | 576,027 |
| Capital grants | (600,387) | (552) | - | 437 | - | (600,502) |
| Total cost | 10,019,211 | 24,382 | - | (8,931) | 42,266 | 10,076,928 |
| Land and buildings | (91,101) | (6,771) | - | - | (968) | (98,840) |
| Technical facilities and machinery | (4,707,095) | (270,892) | (426) | 20 | (10,070) | (4,988,463) |
| Other facilities, tools, and furniture | (67,798) | (4,890) | 426 | 66 | (76) | (72,272) |
| Capital grants | 408,060 | 11,160 | - | - | - | 419,220 |
| Total amortisation | (4,457,934) | (271,393) | - | 86 | (11,114) | (4,740,355) |
| Technical facilities and machinery (1) | (13,719) | - | - | - | - | (13,719) |
| Prepayments and work in progress (1) | (46,207) | (38,432) | - | - | - | (84,639) |
| Total impairment | (59,926) | (38,432) | - | - | - | (98,358) |
| Land and buildings | 156,782 | (5,122) | 2,377 | (6,022) | 2,375 | 150,390 |
| Technical facilities and machinery | 4,989,817 | (267,143) | (69,330) | (2,972) | 28,489 | 4,678,861 |
| Other facilities, tools, and furniture | 25,497 | (3,330) | 76,681 | (3) | 13 | 98,858 |
| Prepayments and work in progress | 521,582 | (20,456) | (9,728) | (285) | 275 | 491,388 |
| Capital grants | (192,327) | 10,608 | - | 437 | - | (181,282) |
| Net carrying amount of property, plant, and equipment |
5,501,351 | (285,443) | - | (8,845) | 31,152 | 5,238,215 |
(1) During the financial year 2018, the Enagás Group proceeded to carry out an analysis of both projects and inventories of materials stored in warehouses. After said analysis, the Group recognised impairment losses on both materials considered obsolete, as well as on those investments made that are most likely not going to be executed, amounting to 38,432 thousands of euros.

The increases for the year under "Plant and Machinery" were due mainly to updates to the provisions s for plant dismantling (39,205 thousands of euros) and for the dismantling of underground storage facilities (24,922 thousands of euros) (Note 2.8).
The increases in "Prepayments and work in progress" were due mainly to the installation of a new compressor to manage the boiloff (3,415 thousands of euros), the adaptation of the jetties at the Huelva and Cartagena plants for Small Scale (2,876 thousands of euros), the installation of a regenerator for the dehydration of natural gas before its injection into the network in the Serrablo underground storage facility (1,794 thousands of euros), the migration of the access network (1,667 thousands of euros) and the construction in progress of a workshop building at the Barcelona plant (1,260 thousands of euros).
The most noteworthy disposals were those relating to "Other fixtures, tools and furniture", which were due mainly to the sale of computer equipment (6,695 thousands of euros) that had been almost fully depreciated, and to "Prepayments and work in progress", which were due mainly to the derecognition of certain infrastructure projects, the performance of which is considered to be remote and which, in any case, would not be possible in view of their characteristics and current configuration. Therefore, the assets related to these projects were derecognised for a cumulative amount of 28,451 thousands of euros, with a cumulative impairment loss of 24,576 thousands of euros, and a loss was therefore recognised under "Impairment and losses" in the Consolidated Income Statement.
Also included under "Prepayments and work in progress" is the derecognition related to the agreement for the sale of certain Company assets. The gross value of these assets amounted to 8,835 thousands of euros, with an associated accumulated impairment loss of 7,068 thousands of euros. Thus, it was recognised at the lower of its carrying amount and fair value less sale costs. Therefore, the remaining amount is recognised under "Non-current assets held for sale" in the accompanying Balance Sheet, amounting to 1,767 thousands of euros.
There are no mortgages or encumbrances of any type on assets recorded as property, plant, and equipment.
The Group's policy is to provide sufficient insurance coverage for its assets so as to avoid any significant losses. In addition, the Group has contracted the corresponding insurance policies to cover third party civil liabilities.
Fully amortised PP&E items recognised by the Enagás Group and still in use at 2019 and 2018 year-end are broken down as follows:

Accumulated capital grants received at year-end which correspond to investments in gas infrastructure are broken down as follows:
| Grants received |
Released to income |
Balance at year end |
|
|---|---|---|---|
| Regasification plants | 79,843 | (75,252) | 4,591 |
| Gas transmission infrastructure |
503,719 | (337,246) | 166,473 |
| Underground storage facilities |
17,508 | (17,508) | - |
| 2019 | 601,070 | (430,006) | 171,064 |
| Regasification plants | 79,216 | (73,931) | 5,285 |
| Gas transmission infrastructure |
503,778 | (327,781) | 175,997 |
| Underground storage | |||
| facilities | 17,508 | (17,508) | - |
The breakdown at year-end of said capital grants by public body which grants them is as follows:
| Grants received |
Released to income |
Balance at year end |
|
|---|---|---|---|
| Structural funds of the European Union |
435,317 | (295,698) | 139,619 |
| Official bodies of the Spanish Autonomous Regions |
51,905 | (33,124) | 18,781 |
| Spanish Government | 113,848 | (101,184) | 12,664 |
| 2019 | 601,070 | (430,006) | 171,064 |
| Structural funds of the European Union |
434,750 | (286,962) | 147,788 |
| Official bodies of the Spanish Autonomous Regions |
51,905 | (32,014) | 19,891 |
| Spanish Government | 113,847 | (100,244) | 13,603 |
The breakdown by timing criteria of the balance pending application at December 31, 2019 is the following:
| years | ||||
|---|---|---|---|---|
| <1 | 2 to 5 | >5 | ||
| Government grants | 940 | 3,760 | 7,963 | |
| Autonomous Regions grants | 1,101 | 4,379 | 13,303 | |
| FEDER grants | 8,513 | 29,332 | 101,773 | |
| Total grants | 10,554 | 37,471 | 123,039 |
In relation to the situation of the regasification plant of the Port of El Musel (Gijón), no significant changes have occurred with respect to what was described at the end of 2018. On March 1, 2016, Enagás Transporte received notification of the ruling handed down by the Supreme Court on February 29, 2016, dismissing the appeal filed by the General State Administration and said company against the sentence of July 31, 2013 passed by the Madrid High

Court which upheld the appeal filed by the Green Party of Asturias against the Directorate General of Energy Policy and Mining resolution of December 29, 2008 granting Enagás the prior administrative authorisation for construction of the regasification plant for liquefied natural gas in El Musel (Gijón), thereby nullifying said administrative authorisation.
The Group understands that the Supreme Court ruling does not entail any changes to the technical or economic situation of the facility, as (i) the location and technical characteristics of the facility are perfectly in line with prevailing legislation in light of the replacement of the regulation relating to annoying, unhealthy, harmful or hazardous activities with Law 34/2007, of November 15, on air quality and protection of the atmosphere and the facility; and (ii) the facility has received the necessary commissioning certification for the sole purposes indicated in the Third Transitional Provision of Royal Decree-Law 13/2012, and thus the remuneration recognized and received by the Company is justified on the basis of said Royal Decree and not the nullified authorization.
The Ministry for Energy, Tourism, and Digital Agenda pronounced itself similarly when it informed the High Court of Madrid in connection with the execution of the sentence requested by the Green Party of Asturias that "[…] it considers, at any rate, that the sentence has already been executed as the nullification does not involve or require the dismantling of the facility or the suspension of remuneration currently being received". This request for the enforcement of a judgement, as well as that requested by the Llanes Neighbours and Friends Association, the Vega Collective Association for the Defence of the Rural Environment and the Association Group for the Recovery and Study of Natural Spaces, has already been resolved in a final manner by the High Court of Justice of Madrid through two Orders, of October 16, 2017 and April 11, 2018, which have considered the judgement of the court already executed in its entirety following the declaration of invalidity of the authorisation of the regasification plant and its hibernation, without the need for any further action on it.
On the other hand, Royal Decree 335/2018, of May 25, has been published and has come into force, restoring the processing of the facilities affected by section 2 of the third transitory provision of Royal Decree-Law 13/2012, of March 30. This includes the El Musel regasification plant, determining the procedure and conditions thereof, with Enagás Transporte having requested, on August 6, 2018, in accordance with the provisions of the regulation and the LSH, a new administrative authorisation, approval of the implementation project and environmental impact statement of the LNG regasification plant project. Enagás Transporte also requested a favourable resolution of the technical and economic conditions for the provision of capacity services and for the commissioning of the facilities. To date, these requests are in the process of environmental evaluation to obtain the Environmental Impact Statement ("EIS").
At December 31, 2019 and 2018 the carrying amount of said investment totalled 378,887 thousands of euros.
Likewise, during 2019 and 2018 and in accordance with Royal Decree-Law 13/2012, said regasification plant received both financial remuneration as well as remuneration for operating and maintenance costs in connection with the actions carried out by the Company to maintain the plant ready for service. Both remunerations have been recognised annually by successive Ministerial Orders on remuneration and tolls and are also included in the recently approved Resolution of December 18, 2019, of the National Commission on Markets and Competition, which establishes the remuneration for 2020 of the companies that carry out the regulated activities of liquefied natural gas plants, transmission and distribution. In addition, Article 19 of Circular 9/2019 of December 12 of the National Commission for Markets and Competition, which establishes the methodology for determining the remuneration of natural gas transmission facilities and liquefied natural gas plants, continues to explicitly contemplate the remuneration methodology applicable to the El Musel plant for the 2021-2026 regulatory period.
Thus, the Directors of the Group, based on the legal opinions of internal and external advisors, do not consider it necessary to recognise any measurement adjustments.
No significant changes arose with respect to 2018 in connection with the construction project of a regasification plant at the Granadilla port. Thus, on March 16, 2015, the Madrid Supreme Court of Administrative Appeals handed down a sentence annulling the Resolution passed by the Directorate General of Energy Policy and Mining on May 4, 2012, which granted Gascan the prior administrative authorisation for construction of a plant for receiving, storing, and regasifying liquefied natural gas in Granadilla (Tenerife), as well as the EIS for said project, considered favourably in the Resolution passed on June 8, 2007 by the General Secretariat for the Prevention of Pollution and Climate Change.
Both Gascan and the Public Prosecutor filed an appeal against the aforementioned ruling, which was resolved by a Supreme Court ruling dated March 5, 2018 confirming the annulment of the aforementioned administrative authorisation and EIS.
At December 31, 2019, the value of the non-current assets associated with this project amounted to 23,277 thousands of euros, due mainly to 14,980 thousands of euros of non-current assets in the course of construction associated with the project and 8,291 thousands of euros of goodwill.
Note, however, that on June 22, 2015, Gascan proceeded to request a new administrative authorisation for the LNG Regasification Plant project, in accordance with the energy plan approved by the Council of Ministers and also in accordance with a series of amendments of a technical nature that had been applied to it, with the result that, to date, an Environmental Impact Statement has already been formulated by the Ministry of Environment in favour of the amended facilities project, dated July 15, 2016 (BOE No. 176 of July 22), previous step along with the report of the National Commission on Markets and Competition ("CNMC") in order to obtain the new administrative authorisation.
Thus, the Directors of the Enagás Group, based on the legal opinions of internal advisors, do not consider it necessary to recognise any provision.

individualised by project, the amount can be clearly established and there are good reasons to trust in the technical success and economic-commercial profitability of the project. The Group recognises all research expenses in the Consolidated Income Statement, including those development costs for which technical and commercial viability cannot be established. The amount recognised in the accompanying Consolidated Income Statement in connection with research expenses totals 484 thousands of euros in 2019 (293 thousands of euros in 2018).

• Amortisation of intangible assets is carried out on a straightline basis in accordance with the following useful lives:
| Annual rate | Useful life (years) | |
|---|---|---|
| IT applications | 10%-25% | 10-4 |
| Development costs | 5%-50% | 20 – 2 |
| Port concessions | 1.28%-7.6% | 78 – 13 |
| 2019 | Opening balance |
Additions or allocations (2) |
Increases or decreases due to transfers |
Decreases, disposals or reductions |
Translation differences |
Perimeter variations (3) |
Balance at year-end |
|---|---|---|---|---|---|---|---|
| Goodwill (1) | 188,445 | - | - | - | 946 | (163,579) | 25,812 |
| Other intangible assets | |||||||
| Development | 8,101 | 329 | - | - | - | - | 8,430 |
| Concessions | 773,561 | - | - | - | 4,465 | (772,155) | 5,871 |
| IT applications | 224,134 | 15,493 | 800 | (26) | 21 | (3,743) | 236,679 |
| Other intangible assets | 21,964 | 256 | (800) | - | 54 | (9,329) | 12,145 |
| Total cost | 1,216,205 | 16,078 | - | (26) | 5,486 | (948,806) | 288,937 |
| Other intangible assets | - | ||||||
| Development | (4,125) | (810) | - | - | - | - | (4,935) |
| Concessions | (68,108) | (3,859) | - | - | (365) | 68,270 | (4,062) |
| IT applications | (189,041) | (12,743) | - | 19 | (19) | 3,336 | (198,448) |
| Other intangible assets | (10,272) | (77) | - | 11 | (14) | 2,531 | (7,821) |
| Total amortisation | (271,546) | (17,489) | - | 30 | (398) | 74,137 | (215,266) |
| Total Goodwill | 188,445 | - | - | - | 946 | (163,579) | 25,812 |
| Total Other intangible fixed assets | 756,214 | (1,411) | - | 4 | 4,142 | (711,090) | 47,859 |
| Net carrying amount of intangible assets | 944,659 | (1,411) | - | 4 | 5,088 | (874,669) | 73,671 |
(1) Includes the amounts relating to goodwill arising on the acquisition of ETN (17,521 thousands of euros) and that arising on the acquisition of control of Gascán (8,291 thousands of euros).
(2) The main additions in the year included IT applications for the implementation of Gas Access and Balance Circulars, as well as software related to the optimisation of the measurement process.
(3) "Changes in the Scope of Consolidation" includes the effect of including the ownership interest in GNL Quintero using the equity method, amounting to 874,433 thousands of euros, as a result of the loss of control over the company on February 15, 2019 (Note 1.5).

| 2018 | Opening balance |
Increases due to changes in consolidation scope |
Additions or provisions |
Increases or decreases due to transfers |
Decreases, disposals or reductions |
Translation differences |
Balance at year-end |
|---|---|---|---|---|---|---|---|
| Goodwill (1) | 181,704 | - | - | - | - | 6,741 | 188,445 |
| Other intangible assets | |||||||
| Development | 8,125 | - | - | - | (24) | - | 8,101 |
| Concessions | 741,506 | 244 | - | - | - | 31,811 | 773,561 |
| IT applications | 212,944 | 1 | 11,937 | (874) | (26) | 152 | 224,134 |
| Other intangible assets | 17,082 | - | 3,624 | 874 | - | 384 | 21,964 |
| Total cost | 1,161,361 | 245 | 15,561 | - | (50) | 39,088 | 1,216,205 |
| Other intangible assets | |||||||
| Development | (3,370) | - | (755) | - | - | - | (4,125) |
| Concessions | (43,666) | - | (22,019) | - | - | (2,423) | (68,108) |
| IT applications | (174,569) | - | (14,337) | - | - | (135) | (189,041) |
| Other intangible assets | (9,867) | - | (305) | - | - | (100) | (10,272) |
| Total amortisation | (231,472) | - | (37,416) | - | - | (2,658) | (271,546) |
| Total Goodwill | 181,704 | - | - | - | - | 6,741 | 188,445 |
| Total Other intangible fixed assets | 748,185 | 245 | (21,855) | - | (50) | 29,689 | 756,214 |
| Net carrying amount of intangible assets | 929,889 | 245 | (21,855) | - | (50) | 36,430 | 944,659 |
(1) It includes the amounts corresponding to the goodwill arising from the acquisition of ETN (17,521 thousands of euros), from the acquisition of control of Gascán (8,291 thousands of euros), and goodwill from the assignment of the purchase price of GNL Quintero (184,950 thousands of euros), as a result of the acquisition of control over the company at January 1, 2017.


Determination of impairment losses on non-current assets other than financial assets is based on fulfilment of a series of hypotheses which are described below in this note and are revised annually. The Group identifies its operating segments based on internal reports relating to the companies comprising the Group which are regularly reviewed, discussed, and evaluated in the decision-making process, as indicated in Note 4.7.
To the extent that assets grouped within a segment are at the lowest level at which independent cash flows can be identified, the segment is identified as a cash generating unit (CGU).
The CGUs identified by the Enagás Group in 2019 are shown below:
To estimate value in use, the Enagás Group prepares forecasts regarding future cash flows after taxes based on the most recent budget approved by the Directors. The best estimates available for income, costs, and investments relating to CGUs are used for said forecast, making use of past experience, sector forecasts, and future expectations, in accordance with the prevailing regulatory framework and corresponding contracts.
With respect to infrastructure activity, once the regulatory useful life of the facilities has elapsed, and in those cases in which the asset remains operational, the operating and maintenance costs and remuneration for the extension of useful life, (REVU) are established as fixed remuneration, calculated on the basis of the fixed operation and maintenance costs increased by a coefficient, which takes an initial value of 0.3, which is subsequently increased based on the number of years by which the facility exceeds the regulatory useful life, not accruing any amounts as investment remuneration, amortisation, or financial remuneration. In addition to said fixed remuneration, the Remuneration for Supply Continuity (RSC) will be maintained as it is independent of the regulatory useful life of the asset in question.
Thus, when determining residual value, the following is taken into consideration:
The last period considered for projections is the one corresponding to the year in which the regulatory useful life ends, based on the age of the facilities at the time.
With respect to the activities corresponding to Technical Management of the System, residual values were calculated based on the cash flows of the last period, using a zero growth rate and no normalization adjustments. This is due to the fact that, as indicated in Appendix III, revenue corresponding to this activity is meant to settle the obligations of Enagás GTS, S.A.U. as Technical Manager of the System, which is the same as that calculated annually based on the accredited costs for each year. For the last period, the same criteria were applied as those used for infrastructure activity, under the understanding that while the gas infrastructure is operational and there is demand for gas, technical management of the gas system will continue.
As mentioned in Note 2.1 and developed in Appendix III, without affecting 2019, on November 20 and on December 23, 2019 CNMC Circulars 2/2019 and 9/2019 and 8/2019 were published, establishing the new regulatory and remuneration framework for financial years from January 1, 2021.
The modifications in the remuneration model incorporated in these have been taken into account in the calculation of the projected flows from January 1, 2021.
The Directors consider that their projections are reliable and that past experience, taken together with the nature of the business, make it possible to predict cash flows for the periods under consideration.
The most representative hypotheses used in the projections, based on business forecasts and past experience, are the following:

• In order to calculate present value, projected future cash flows are discounted at an after-tax rate which reflects the weighted average cost of capital (WACC) corresponding to the business and the geographical area in which the business is carried out. For its calculation, the time value of money is taken into consideration together with the risk-free rate and risk premiums generally used by analysts of the business and geographic area in question. The risk-free rate corresponds to the sovereign bonds issued by each country in the corresponding market, with sufficient depth and solvency. However, associated country risk is also taken into
consideration for each geographical area. The risk premium of the asset corresponds to the risks specific to the asset, calculated taking into consideration the estimated betas in accordance with the selection of comparable businesses dedicating themselves to a similar main activity.
• The after-tax discount rate for regulated activities in Spain is between 2.95% and 3.95%, and the pre-tax rate is between 4% and 6.3% (in 2018 the after-tax rate was between 3.44% and 3.94% and the pre-tax discount rate was between 5.60% and 6.60%).
"Other current liabilities" and "Other non-current liabilities" include mainly liabilities under contracts with customers, in accordance with IFRS 15, the breakdown and changes in which are shown below:
| Other current liabilities and Other non-current liabilities | Royalties Gasoducto de Extremadura, S.A. (1) |
Royalties Gasoducto Al- Ándalus, S.A. (1) |
Connections to basic network |
Other | Total |
|---|---|---|---|---|---|
| Balance at December 31, 2017 | 2,851 | 6,466 | 33,022 | - | 42,339 |
| Additions | - | - | 1,837 | 745 | 2,582 |
| Effect of first application of IFRS 15 | 13,370 | 18,637 | 5,625 | - | 37,632 |
| Taken to profit and loss | (6,272) | (10,090) | (2,532) | - | (18,894) |
| Effect of financial restatement IFRS 15 | 1,323 | 2,634 | 1,631 | - | 5,588 |
| Balance at December 31, 2018 | 11,272 | 17,647 | 39,583 | 745 | 69,247 |
| Of which: Liabilities from long-term customer contracts | 11,272 | 17,647 | 39,583 | - | 68,502 |
| Other non-current liabilities | - | - | - | 745 | 745 |
| Additions | - | - | 586 | 747 | 1,333 |
| Taken to profit and loss | (6,392) | (10,330) | (1,221) | - | (17,943) |
| Effect of financial restatement IFRS 15 | 1,443 | 2,873 | 314 | - | 4,630 |
| Balance at December 31, 2019 | 6,323 | 10,190 | 39,262 | 1,492 | 57,267 |
| Of which: Liabilities for short-term customer contracts | 6,323 | 10,190 | - | - | 16,513 |
| Liabilities from long-term customer contracts | - | - | 39,262 | - | 39,262 |
| Other non-current liabilities | - | - | - | 1,492 | 1,492 |
(1) The amounts recognised for royalties relating to Gasoducto de Extremadura, S.A. and Gasoducto Al-Ándalus, S.A. correspond to the balances pending application with respect to the contracts signed with said companies for "gas transmission rights," which are consolidated under the proportionate consolidation method applying the percentage of ownership interest held by Enagás Transporte, S.A.U. in said companies. This income is allocated and recognised on a straight-line basis up to 2020, the year in which the transmission contract terminates.
At December 31, 2019, the heading "Customer contract liabilities" includes performance obligations pending execution with an estimated term of more than one year, amounting to 2,609 thousands of euros (2,023 thousands of euros at December 31, 2018).
It has been determined that the amounts received for the implementation of connections as well as those received for the
• The Consolidated Annual Accounts include all significant provisions when the Group considers that it will more likely than not have to settle the related obligations. Contingent liabilities are not recognised in the Consolidated Annual Accounts, but rather are disclosed, unless the possibility of an gas transmission contract have an associated significant financing component, which the Enagás Group recognised in the financial result of the Consolidated Income Statement for 2019 for the amount of 4,630 thousands of euros (5,588 thousands of euros in 2018).
At December 31, 2019, the Enagás Group had no refund or reimbursement rights associated with contracts with customers.
outflow of resources embodying economic benefits is considered remote.
• Provisions, which are quantified taking into consideration the best available evidence on implications of obligating events and that are re-estimated at each balance sheet date, are used to cover the specific obligations for which they were

originally recognised and are partially or fully reversed when said obligations decrease or cease to exist.
• The compensation to be received from a third party when an obligation is settled is recognised as an asset, provided it is certain that reimbursement will be received, unless there is a legal relationship whereby a portion of risk has been externalised as a result of which the Group is not liable, in which case, reimbursement will be taken into consideration in estimating the amount of any provisions. The policy followed with respect to the recognition of provisions for risks and expenses is to recognise the estimated amount required to settle probable or certain liabilities arising from litigation underway, pending indemnities or liabilities, sureties and
similar guarantees. They are recognised upon emergence of the liability or obligation determining the indemnity or payment.
The movements during the period under the heading "Non-current provisions" and "Current provisions" were as follows:
| Current and non-current provisions | Opening balance |
Additions and provisions |
Updates | Reclassification | Amounts used | Balance at year-end |
|---|---|---|---|---|---|---|
| Personnel remuneration | - | 2,583 | - | - | - | 2,583 |
| Other long-term provisions | 905 | 258 | (5) | - | - | 1,158 |
| Decommissioning | 175,585 | 64,127 | 4,811 | - | - | 244,523 |
| Total non-current provisions | 176,490 | 66,968 | 4,806 | - | - | 248,264 |
| Other short-term provisions | 3,369 | 1,968 | - | (73) | (3,296) | 1,968 |
| Total current provisions | 3,369 | 1,968 | - | (73) | (3,296) | 1,968 |
| Total current and non-current provisions | 179,859 | 68,936 | 4,806 | (73) | (3,296) | 250,232 |
The decommissioning provisions correspond to the underground storage facilities of Gaviota, Yela, and Serrablo, as well as the regasification plants of Barcelona, Cartagena, Huelva, and El Musel (Gijón) in accordance with the prevailing regulatory framework (Note 2.4 and Appendix III).
Decommissioning provisions are subject to periodic review, in order to monitor possible changes in any of the assumptions used, assuming in that case the corresponding change in book value, applied prospectively.
Within this framework of periodic review, and taking into consideration the degree of maturity of the procedures for the corresponding requests for extension of the concession period at December 31, 2019, the estimated end dates of the concession were re-estimated, resulting in an increase of both the dismantling asset and the associated provision amounting to 64,127 thousands of euros (Note 2.4).
Additionally, this provision has been updated in the periods following its incorporation, applying a discount rate before taxes that reflects the current assessments that the market is making of the temporal value of money, and those specific risks related to the actual obligation subject provision. The discount rate used ranges from 1.09% to 1.90% depending on the remaining time period in which the dismantling work is expected to be carried out.
As a result of the effect of this restatement, at December 31, 2019 an increase of 4,811 thousands of euros was registered in the decommissioning provision.
Lastly, the Group has proceeded to perform the corresponding sensitivity analyses, showing that a change in the discount rate of 5 basis points and a variation in estimated decommissioning provisions of 2.5%, would result in a change in the amount recognised for the provision of 3.40%/-3.45%.
"Personnel remuneration" includes the cash portion of the Long-Term Incentive Plan ("LTIP") for the executive directors and senior management (Note 4.4), as well as the bonus payable every three years for contribution to results aimed at the remaining personnel of the Group.
The Directors of the Company consider that the provisions recognised in the accompanying Consolidated Balance Sheet for litigation and arbitration risk as well as other risks described in this note are adequate and, in this respect, they do not expect any additional liabilities to arise other than those already recorded. Given the nature of the risks covered by these provisions, it is not possible to determine a reasonably reliable schedule of payment dates, if any.
At December 31, 2019, no circumstances had arisen in the Enagás Group that may give rise to contingent liabilities.


• The Group has available funds in the amount of 2,717 million euros at December 31, 2019 (2,809 million euros in 2018) (Note 3.8.b).

On December 19, 2019 and in exercise of the delegation granted by the Ordinary General Meeting of Shareholders held on March 31, 2017, a capital increase was carried out by means of an accelerated private placement of shares, excluding the preemptive subscription right of the Company's shareholders. This capital increase with a charge to monetary contributions was carried out for a nominal amount of 34,883,721 euros by issuing and putting into circulation 23,255,814 ordinary shares of Enagás, S.A., each with a face value of 1.50 euros, of the same class and series as the existing shares in circulation at that date.
Consequently, the share capital of Enagás S.A. at December 31, 2019 amounted to 392,985 thousands of euros, represented by 261,990,074 shares with an individual face value of 1.5 euros, all of which were fully subscribed and paid up.
All shares of the parent company Enagás, S.A. are listed on the four official Spanish Stock Exchanges and are traded on the continuous market. At the closing of December 31, 2019 the quoted share price was 22.74 euros, having reached a maximum of 27.08 euros per share on March 21.
It is worth noting that, subsequent to publication of Additional Provision 31 of Hydrocarbon Sector Law 34/1998, in force since enactment of Law 12/2011, of May 27,"no natural or legal person can participate directly or indirectly in the shareholder structure of Enagás, S.A with a stake exceeding 5% of share capital, nor exercise political rights in said parent company exceeding 3%. These shares cannot be syndicated under any circumstances." Furthermore, "any party operating within the gas sector, including natural persons or legal entities that directly or indirectly own equity holdings in the former of more than 5%, may not exercise voting rights over 1%. Said limitations shall not be applicable to direct or indirect interest held by the public corporate sector."
shareholdings in the share capital of Enagás, S.A. were as follows (from the information published by the National Securities Market Commission (CNMV in Spanish) (1) at December 31, 2019):
| Investment in share capital (%) |
|||
|---|---|---|---|
| Company | 12.31.2019 | 12.31.2018 | |
| Sociedad Estatal de Participaciones Industriales |
5.000 | 5.000 | |
| Partler 2006 S.L. | 5.000 | - | |
| Bank of America Corporation | 3.614 | 3.614 | |
| BlackRock Inc. | 3.383 | 3.383 | |
| State Street Corporation | 3.008 | 3.008 | |
| Retail Oeics Aggregate (2) | - | 1.010 |
(1) The information obtained from the CNMV was based on the last notification that each entity thus obliged must send to said body, in connection with the stipulations of Royal Decree 1362/2007, of October 19 and Circular 2/2007, of December 19.
(2) At December 31, 2019 Retail Oeics Aggregate does not hold a significant interest in the share capital of Enagás, S.A.
The total effective amount of the capital increase described above amounted to 500,000 thousands of euros, comprising both the face value of the shares and a share premium of 465,116 thousands of euros. The Consolidated Text of the Corporate Enterprises Act expressly permits the use of the share premium account balance to increase capital and does not establish any specific restrictions as to its use.
In April 2019, the treasury shares of the Long-Term Incentive Plan (ILP) and the 2016-2018 Remuneration Policy were settled. This settlement involved the disposal of treasury shares amounting to 5,631 thousands of euros.
Also, on June 26, 2019, Enagás, S.A. finalised the process for acquiring treasury shares, which amounted to 501,946 shares, representing 0.21% of the Group's total shares, for a total of 9,876 thousands of euros (including associated expenses of 10 thousands of euros). This acquisition took place within the framework of the "Temporary Treasury Shares Buy-Back Scheme", whose exclusive aim was to meet the obligations of delivering shares to the Executive Directors and members of the Enagás Group management team under the current remuneration scheme according to the terms and conditions of the 2019–2021 Long-Term Incentive Plan ("LTIP") and Remuneration Policy approved at the General Shareholders' Meeting on March 29, 2019. The shares were purchased in compliance with the conditions set out in Article 5 of Regulation EC/2273/2003 and subject to the terms authorised at the General Shareholders' Meeting held on March 29, 2019. Management of the Temporary Treasury Share Buy-Back Scheme was entrusted to Banco Bilbao Vizcaya Argentaria (BBVA), which carried out the transaction on behalf of Enagás, S.A. independently and without exercising influence on the process (Note 4.2).
The movement in treasury shares in 2019 was as follows:
| Company | No. of shares acquired |
No. of ILP shares implemented 2016-2018 |
Total No. of shares |
|---|---|---|---|
| January 1, 2019 | 307,643 | ||
| Treasury shares for remuneration systems |
405,084 | (210,781) | 194,303 |
| December 31, 2019 | 501,946 |
The Corporate Enterprises Act stipulates that 10% of profit for the year must be transferred to the legal reserve until it represents at least 20% of share capital. At 2019 and 2018 year-end, the legal reserve was fully allocated and totalled 71,620 thousands of euros. As a result of the capital increase described in this Note, the legal reserve will continue to be provided until it is fully constituted (Note 1.8).
The legal reserve can be used to increase capital by the amount exceeding 10% of the new capital after the increase. Except for this purpose, until the legal reserve exceeds the limit of 20% of capital, it can only be used to compensate losses provided there are no other reserves available.
Also, the expenses arising from the share capital increase carried out by the Parent Company amounting to 1,331 thousands of euros were recognised as a reduction in reserves.
In 2019, a negative reserve was recognised amounting to 30,621 thousands of euros (positive in the amount of 2,176 thousands of

euros at December 31, 2018) as a consequence of the initial application of new accounting standards (Note 1.10).
| Opening balance | Change in value | Taken to profit and loss |
Changes in consolidation scope (1) |
Balance at year end |
|
|---|---|---|---|---|---|
| 2019 | |||||
| Cash flow hedges | 23,491 | (32,998) | 10,905 | - | 1,398 |
| Tax recognised in equity | (5,920) | 8,222 | (2,542) | - | (240) |
| Translation differences | (128,553) | (7,442) | (597) | 21,086 | (115,506) |
| Companies consolidated using the full consolidation method |
(110,982) | (32,218) | 7,766 | 21,086 | (114,348) |
| Cash flow hedges | 5,287 | (19,893) | (65) | - | (14,671) |
| Tax recognised in equity | (896) | 3,247 | 9 | - | 2,360 |
| Translation differences | 89,225 | 20,257 | - | - | 109,482 |
| Companies accounted for using the equity method |
93,616 | 3,611 | (56) | - | 97,171 |
| Total | (17,366) | (28,607) | 7,710 | 21,086 | (17,177) |
| Total attributable to the parent | 6,640 | (31,527) | 7,710 | - | (17,177) |
| Total attributable to minority interests | (24,006) | 2,920 | - | 21,086 | - |
| 2018 | |||||
| Cash flow hedges | 24,506 | (14,133) | 13,118 | - | 23,491 |
| Tax recognised in equity | (6,616) | 3,676 | (2,980) | - | (5,920) |
| Translation differences | (140,606) | 20,345 | (8,292) | - | (128,553) |
| Companies consolidated using the full consolidation method |
(122,716) | 9,888 | 1,846 | - | (110,982) |
| Cash flow hedges | (2,299) | 2,410 | 5,176 | - | 5,287 |
| Tax recognised in equity | 1,253 | (1,003) | (1,146) | - | (896) |
| Translation differences | 70,378 | 12,534 | 6,313 | - | 89,225 |
| Companies accounted for using the equity method |
69,332 | 13,941 | 10,343 | - | 93,616 |
| Total | (53,384) | 23,829 | 12,189 | - | (17,366) |
| Total attributable to the parent | (13,327) | 7,778 | 12,189 | - | 6,640 |
| Total attributable to minority interests | (40,057) | 16,051 | - | - | (24,006) |

| Minority interests holding |
Opening balance |
Perimeter variations (1) |
Dividends distributed |
Translation differences |
Other adjustments (2) |
Distribution of results |
Balance at year-end |
|
|---|---|---|---|---|---|---|---|---|
| 2019 | ||||||||
| ETN, S.L. | 10.0% | 15,221 | - | (836) | - | - | 1,097 | 15,482 |
| GNL Quintero, S.A. | 54.6%-0% | 358,211 | (365,477) | - | 2,920 | - | 4,346 | - |
| Remaining companies | 541 | (6) | - | - | - | (133) | 402 | |
| Total 2019 | 373,973 | (365,483) | (836) | 2,920 | - | 5,310 | 15,884 | |
| 2018 | ||||||||
| ETN, S.L. | 10% | 14,978 | (786) | (62) | 1,091 | 15,221 | ||
| GNL Quintero, S.A. | 54.6% | 353,808 | (21,166) | 16,051 | (10,278) | 19,822 | 358,211 | |
| Remaining companies | 186 | 541 | 26 | (212) | 541 | |||
| Total 2018 | 368,972 | 541 | (21,952) | 16,051 | (10,314) | 20,701 | 373,973 |
(1) "Changes in the Scope of Consolidation" mainly includes the effect of the change in the consolidation method of GNL Quintero, which in February 2019 was accounted for using the equity method and the profit was recorded up to that time (Note 1.6).
(2) "Other adjustments" mainly includes the amounts recorded in the Reserves of the companies due to the effect of the application of IFRS 9 and IFRS 15 at January 1, 2018.
The summarised financial information of these subsidiaries is shown below. This information is based on the amounts recognised before eliminations amongst Group companies:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Condensed income statement | ETN, S.L. | ETN, S.L. | GNL Quintero, S.A. | |
| Ordinary revenue | 28,703 | 28,500 | 173,506 | |
| Cost of sales | (7,615) | (7,537) | (46,647) | |
| Administrative expenses | (4,216) | (4,331) | (16,774) | |
| Financial expenses | (2,928) | (3,197) | (60,553) | |
| Profit /(loss) before tax | 13,944 | 13,435 | 49,532 | |
| Income tax expense | (2,975) | (2,521) | (13,228) | |
| Profit /(loss) for the year from continuing operations | 10,969 | 10,914 | 36,304 | |
| Total results | 10,969 | 10,914 | 36,304 | |
| Attributable to minority interests | 1,097 | 1,091 | 19,822 | |
| Dividends paid to minority interests | 836 | 786 | 21,166 |

| 12.31.2019 | 12.31.2018 | |||
|---|---|---|---|---|
| Condensed balance sheet | ETN, S.L. | ETN, S.L. | GNL Quintero, S.A. (1) |
|
| Inventories, treasury, and current accounts (current) | 19,048 | 10,242 | 370,980 | |
| PP&E and other non-current assets (non-current) | 242,902 | 254,101 | 762,974 | |
| Suppliers and payables (current) | 13,074 | 6,167 | 33,256 | |
| Loans, credits, and deferred tax liabilities (non-current) | 94,009 | 105,986 | 1,063,801 | |
| Total equity | 154,867 | 152,190 | 36,897 | |
| Attributable to: | ||||
| Shareholders of the Parent | 139,385 | 136,969 | 16,751 | |
| Minority interest | 15,482 | 15,221 | 20,146 |
(1) The calculation of equity attributable to the parent and the minority interests of GNL Quintero does not include the amount corresponding to the assignation of the acquisition price.
| 2019 | 2018 | |||
|---|---|---|---|---|
| Cash flow statement | ETN, S.L. | ETN, S.L. | GNL Quintero, S.A. | |
| Operating income | 27,060 | 14,991 | 101,898 | |
| Investment | (386) | (493) | (8,947) | |
| Financing | (21,362) | (17,864) | (42,611) | |
| Effect of exchange rate fluctuations | - | - | 1,620 | |
| Total net cash flows | 5,312 | (3,366) | 51,960 |
Financial assets measured at amortised cost
Fair value measurement
Trade and other payables
• Trade and other payables that do not accrue explicit interest are measured at their face value when the effect of financial discounting is not significant.

• In accordance with the requirements established under IFRS 9, the Group regularly calculates the effect of the expected loss on financial assets. This has had an effect on the Consolidated Income Statement for the current year of 38
thousands of euros (400 thousands of euros at December 31, 2018), with the cumulative effect on the Consolidated Balance Sheet of 438 thousands of euros at December 31, 2019 (400 thousands of euros at December 31, 2018).
| Class | ||||||
|---|---|---|---|---|---|---|
| Categories | Amortised cost | Fair Value with changes in the income statement (*) |
Total | |||
| 12.31.2019 | 12.31.2018 | 12.31.2019 | 12.31.2018 | 12.31.2019 12.31.2018 | ||
| Credits | 36,191 | 96,753 | - | - | 36,191 | 96,753 |
| Trade and other receivables (Note 2.2) | 148,022 | 137,125 | - | - | 148,022 | 137,125 |
| Derivatives (Note 3.6) | - | - | 3,413 | 22,928 | 3,413 | 22,928 |
| Other | 418,140 | 417,345 | - | - | 418,140 | 417,345 |
| Total non-current financial assets | 602,353 | 651,223 | 3,413 | 22,928 | 605,766 | 674,151 |
| Credits | 11 | 9,160 | - | - | 11 | 9,160 |
| Other | 7,917 | 3,637 | - | - | 7,917 | 3,637 |
| Total current financial assets | 7,928 | 12,797 | - | - | 7,928 | 12,797 |
| Total financial assets | 610,281 | 664,020 | 3,413 | 22,928 | 613,694 | 686,948 |
(*) In the specific case of those derivatives to which cash flow hedges or net investment are attributed, the accumulated amounts in equity are transferred to the Consolidated Income Statement in the periods when the covered items affect the Consolidated Income Statement.
The Directors estimate that the fair value of the financial assets at December 31, 2019 does not differ significantly with respect to their book value.
This heading mainly includes loans granted to group companies consolidated using the equity method and therefore not eliminated in the consolidation process. The change with respect to 2018 is due, mainly, to the fact that in 2019 collections of 69,384 thousands of euros were received in repayment of both principal and interest, mainly from Estación de Compresión Soto La Marina S.A.P.I. de CV, amounting to 59,567 thousands of euros, and Gasoducto de Morelos, S.A.P.I. de C.V., amounting to 7,024 thousands of euros.
The detail of current and non-current loans to Group companies is detailed in Note 4.3.
"Other non-current financial assets" include an amount of 2,834 thousands of euros (7,822 thousands of euros at December 31, 2018) corresponding to the investment made by the Group in Economic Interest Groups (EIG) whose activity is the leasing of assets managed by another entity unrelated to the Group and which retains both the majority of profits as well as the risks related to the activities, with the Group only availing itself of the regulated tax incentives in Spanish legislation. The Company attributes the tax loss carry forwards generated by these EIGs against shares and taking into account the debt registered with the tax authorities, recognising the corresponding financial
income. The main change with respect to 2018 is due to the disbursement of pending contributions by Enagás Financiaciones during 2019.
This heading also includes the accounts receivable for both the corporate guarantee granted in connection with GSP financial debt as well as the guarantee for full compliance with respect to the concession agreement, executed to the Enagás Group as a consequence of the GSP concession agreement being terminated. At December 31, 2019, the total amount to be recovered by GSP amounted to 413,154 thousands of euros (408,285 thousands of euros at December 31, 2018) relating to both the recovery of the financial investment in this company and the credit rights associated with the recovery of the guarantees executed against the Enagás Group as a result of the termination of the concession contract in GSP, both amounts are updated and are expected to be recovered by December 31, 2022.

In relation to the investment in Gasoducto Sur Peruano, S.A. (hereinafter "GSP") on January 24, 2017, the Directorate General of Hydrocarbons of the Peruvian Government's Ministry of Energy and Mines (hereinafter the "State of Peru") sent an official letter to GSP stating "the termination of the concession agreement owing to causes attributable to the concession holder", in accordance with the terms of Clause 6.7 of the "Improvements to the Energy Security of the Country and the Development of the Gasoducto Sur Peruano" (hereinafter "the Project") concession agreement, because the financial close had not been evidenced within the period established in the agreement (January 23, 2017), and proceeded to the immediate enforcement of the totality of the guarantee for full compliance given by GSP (262.5 million dollars), to ensure fulfilment of the obligations relating to the concession, which in the case of Enagás generated a payment of 65.6 million dollars. Also in January 2017, they paid bank financing sureties (regarding GSP) to Enagás amounting to 162 million dollars, including both principal and interest pending payment. In December 2017, the process for delivering the Concession Assets held by GSP was substantially completed with the Peruvian State assuming control over them.
As a result of the termination of the concession contract, the Peruvian State had the obligation to apply clause 20 of the Concession Contract, calculating the Net Carrying Amount (hereinafter NCA) of the Concession Assets, calling a maximum of three auctions to award the Concession, with the auction result being to pay GSP the NCA, based on the opinion of the external and internal legal advisors of Enagás. With the amount that GSP would have received for the NCA of the Concession Assets, it would have been able to settle its obligations to third parties and, if possible, reimburse the capital contributions made by its shareholders, as explained in the Consolidated Annual Accounts of the Enagás Group for 2016 and 2017.
As a result of inaction by the State of Peru in relation to the aforementioned procedure, on December 19, 2017, Enagás notified the Peruvian State about the existence of a dispute relating to the investment in GSP with a view to reaching an amicable agreement on the terms of Article 9.1 of the Agreement for the Reciprocal Promotion and Protection of APPRI in Spanish signed by the Republic of Peru and the Kingdom of Spain. This notification represented the beginning of the six-month period for direct contact prior to initiating international arbitration in which the APPRI acts as the mechanism for recovering the investment in GSP. Once the required six months of direct contact between Enagás and the Peruvian State had elapsed without reaching an amicable settlement of this dispute, on July 2, 2018, an application for the initiation of arbitration against the Peruvian State regarding its investment in GSP was filed by Enagás with the ICSID.
Through this arbitration procedure, it is expected that the Peruvian State will reimburse Enagás for its investment in GSP, this being the mechanism by which the financial assets recorded in the balance sheet would be recovered. Thus, it is expected that the Arbitration Court that hears the arbitration procedure in the ICSID will uphold the arguments of Enagás, issuing an award recognising that the Peruvian State has not protected Enagás' investment under the APPRI and, therefore, it must compensate it by paying it the value of that investment.
With respect to this ICSID arbitration procedure, the arbitration tribunal was constituted on July 18, 2019, and on September 24, 2019 Resolution No. 1 was issued, establishing the procedural rules that will govern the arbitration procedure until the award is handed down. At present, the procedure is in the phase of preparation of written and oral proceedings before said tribunal, and Enagás' statement of claim was presented on January 20, 2020, at which time the phase of response by the State of Peru has begun, being the maximum deadline for completion of this phase of response by the end of May 2020.
In addition, also with the ICSID, it should be noted that on January 21, 2020, Odebrecht filed the arbitration claim against Peru for the cancellation of the contract for the Gasoducto Sur Peruano.
Regarding the Enagás' statement of claim, the main argument maintained by Enagás is that, if the Peruvian State had complied with its obligation under the Concession Contract, it would have calculated the NCA and organised the three auctions, which it was obliged to do, to award the Concession, and the proceeds of the auction would have been delivered to GSP, which would have applied the amount delivered to pay its creditors and return the capital to its shareholders. The claim by Enagás is based on the collection of the 100% of the NCA from the Peruvian government, as on January 24, 2018 a year had transpired since the termination of the concession agreement without any announcement of auctions. The absence of an auction means that the legal advisors of Enagás believe that it should be considered that GSP would have received 100% of the NCA because it was deprived of the possibility of receiving it when at least one of the auctions were not convened. Therefore, starting from the NCA considered, a certain payments waterfall would have been applied.
Enagás considers that, taking into account the NCA of the Concession Assets determined by an independent expert, and also taking into account the payment waterfall as per the terms of the insolvency legislation, as well as the contracts between Enagás and the members and creditors of GSP relating to subordination and credit agreements, if the State had fulfilled their obligations, and thus paid GSP the amount collected in the auction, Enagás would have recovered its investment.
There have been no changes in the amount of the NCA and the valuation made at December 31, 2019 by a firm of independent experts hired by Enagás, which its NCA total value amounts to 1,980 million dollars.
Taking into account this updated NCA, if the payment waterfall were to be applied to it as per the terms of the insolvency laws, the subordination and the assignment of credit agreements entered into by Enagás and its partners in GSP, Enagás would recover the total value of its investment claim with the ICSID in the amount of 511 million dollars.
In relation to the aforementioned contracts of subordination of rights and assignment of claims, their effectiveness and form of application has been successively questioned by Enagás' partners in GSP through different arbitration proceedings. The arbitration proceedings filed by Graña y Montero questioning the legitimacy of Enagás to claim its claims against GSP are still pending. Likewise, the INDECOPI authority has recognised the full effectiveness of the aforementioned agreements in GSP's bankruptcy process. In relation to this arbitration procedure, the company's Peruvian legal advisors consider that the possibility that such arbitration procedure will conclude with a negative result for Enagás is remote, considering such agreements to be fully valid and applicable.

As regards the arbitration proceedings against the State of Peru, based on the conclusions determined by the external and internal legal advisers of Enagás, the recoverability of the totality of the Enagás investment in GSP, consisting of receivables in relation to the aforementioned enforced guarantees to the total of 226.8 million dollars, interests of 1.8 million dollars, various invoices for professional services provided to the amount of 7.6 million dollars and the share capital contributed to GSP for the amount of 275.3 million dollars, is considered likely.
With regard to the recovery periods, assessing the time taken to resolve a dispute of this complexity in an international arbitration as well as the periods considered in the aforementioned ICSID Resolution No. 1, December 31, 2022 is maintained as the estimated date for obtaining an award favourable to Enagás' interests.
Based on this, the amounts outlined in the preceding paragraph are recorded at their updated value in the Consolidated Balance Sheet dated December 31, 2019 for a total amount of 413,154 thousands of euros (408,285 thousands of euros at December 31, 2018).
On March 12, 2018, Law no. 30737 was published "guaranteeing immediate payment to the Peruvian government to repair civil damage caused by corruption and related crimes". On May 9, 2018, Supreme Decree 096-2018-EF was published, enacting the regulations of the aforementioned Law.
In accordance with Article 9 of Law No. 30737, legal persons and legal entities in the form of partnerships, consortiums and joint ventures who may have benefited from the awarding of contracts, or subsequent to it, jointly with persons who have been convicted or who may have acknowledged having committed crimes against the public administration, asset laundering or related crimes, or their equivalents against the State of Peru, in Peru or abroad are classified as Category 2, and therefore fall within its scope of application.
In June 2019, the Peruvian Judiciary approved the Effective Partnership Agreement reached between the Odebrecht Group and the Peruvian Public Prosecutor's Office, and the GSP project was not included as one of the projects affected by corruptionrelated events. Subsequently, on October 15, 2019, Enagás Internacional received notification from the Peruvian Public Prosecutor's Office informing it of the existence of an extension of this effective partnership agreement with Odebrecht, in which it would be acknowledging that it had made illegal payments according to the Public Prosecutor's Office - with respect to the GSP project, although there are still no facts known or consistent or proven links between GSP and corruption.
Notwithstanding the above comments on the extension of the initial Effective Collaboration Agreement signed by Odebrecht and the Public Prosecutor of Peru, regarding the actions of the Office of the Prosecutor of the Nation of Peru on the investigation of Odebrecht's activities in Peru and other Investigations carried out by various bodies of the Peruvian Prosecutor's Office for alleged crimes that could somehow be related to the award of the project "Improvements to the country's energy security and development of the Southern Peru Gas Pipeline", there have been no developments to date. In this regard, two investigations are known to be in progress:
The first one signed with Folder 321-2014, related to aggravated collusion between a former Odebrecht employee and a public official, whose control and clean-up phase has been resumed on June 28, 2019, after the Supreme Court rejected the request of the Ad Hoc Attorney's Office of Peru to include one of Odebrecht's subsidiaries as a civil third party. At this stage it is expected that a decision on the opening of the oral proceedings will be taken.
Even without evidence of a criminal conviction or a confession of the commission of crimes, as required under Article 9 of Law No. 30737, on June 28, 2018, the State of Peru classified Enagás Internacional on the "List of Contracts and Subjects of Category 2 indicating the legal person or legal entity included under Section II of Law No. 30737" in relation to the concession contract awarded to GSP. The application of the mentioned standard involves different measures such as setting up an escrow account, reporting information, the limitation of transfers to other countries or the preparation of a compliance programme.
The total amount of the Trust, estimated at 50% of the total average net equity, corresponding to its participation in GSP, confirmed with the Ministry of Justice, amounts to 65.5 million dollars. At present, once the trust agreement with the banks has been executed, it is submitted to the Ministry of Justice of Peru in accordance with the established terms, pending its approval.
Moreover, Law no. 30737 also imposes a ban on companies included on the list from making transfers outside of Peru, which, based on the conclusions of the external and internal legal advisers, would only be applicable to investment in GSP, notwithstanding a restriction on dividends to pay for the COGA and TGP societies, also considering that investment in the latter is protected by the Legal Stability Agreement in Peru.
In light of the above, the Enagás Group believes that these regulations do not have a negative effect on the recovery of accounts receivable through the international arbitration process indicated above.
Based on all of the above, the directors of Enagás, in line with the opinion of their external and internal legal advisers, and of an independent expert and independent expert accountant, consider these facts to have no bearing on the estimation for recovery of the investment in the stake in GSP and the previously mentioned receivables to the amount of 413,154 thousands of euros (408,285 thousands of euros at December 31, 2018).
During financial year 2019, the group recorded, in accordance with the provisions of IFRS 9, the impact resulting from analysis of the expected loss due to loans granted to group companies consolidated using the equity method and that are not, therefore, eliminated in the consolidation process. At December 31, 2019 this amount was 301 thousands of euros (124 thousands of euros. at December 31, 2018).
Furthermore, and except for the recording of the expected loss, as per IFRS 9, during the first twelve months of 2019, there were

no additional movements with respect to the provisions which cover impairment losses of assets held by the Group.
The current and non-current detail of "Financial Liabilities", of the Enagás Group as of December 31, 2019 and December 31, 2018 is as follows:
| Class | Fair Value with changes in Profit and Loss |
Amortised cost | Derivatives designated as hedging instruments |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| Categories | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
| Debts with credit institutions (Note 3.4) | - | - | 1,407,698 | 1,082,769 | - | - | 1,407,698 | 1,082,769 |
| Debt settlement costs and accrued interest payable |
- | - | (6,745) | (5,261) | - | - | (6,745) | (5,261) |
| Debentures and other marketable securities (Note 3.4) |
- | 162,099 | 3,010,000 | 3,956,568 | - | - | 3,010,000 | 4,118,667 |
| Debt settlement costs and accrued interest payable |
- | (76) | (80,168) | (79,679) | - | - | (80,168) | (79,755) |
| Derivatives (Note 3.6) | - | - | - | - | 74,449 | 51,158 | 74,449 | 51,158 |
| Trade payables | - | - | 322 | 40 | - | - | 322 | 40 |
| Other financial liabilities (Note 3.4) | 15,600 | 15,600 | 323,101 | 5,354 | - | - | 338,701 | 20,954 |
| Total non-current financial liabilities | 15,600 | 177,623 | 4,654,208 | 4,959,791 | 74,449 | 51,158 | 4,744,257 | 5,188,572 |
| Debts with credit institutions (Note 3.4) | - | - | 124,433 | 284,571 | - | - | 124,433 | 284,571 |
| Debt settlement costs and accrued interest payable |
- | - | 8,714 | 956 | - | - | 8,714 | 956 |
| Debentures and other marketable securities (Note 3.4) |
- | - | - | - | - | - | - | - |
| Debt settlement costs and accrued interest payable |
- | - | 31,294 | 50,618 | - | - | 31,294 | 50,618 |
| Derivatives (Note 3.6) | - | - | - | - | 13,879 | 14,392 | 13,879 | 14,392 |
| Trade payables (*) (Note 2.3) | - | - | 178,481 | 169,572 | - | - | 178,481 | 169,572 |
| Other financial liabilities (Note 3.4) | - | - | 55,789 | 13,849 | - | - | 55,789 | 13,849 |
| Total current financial liabilities | - | - | 398,711 | 519,566 | 13,879 | 14,392 | 412,590 | 533,958 |
| Total financial liabilities | 15,600 | 177,623 | 5,052,919 | 5,479,357 | 88,328 | 65,550 | 5,156,847 | 5,722,530 |
(*) The amount of "Trade payables" does not include the balance with the Public Administrations as it is not a financial liability.
The detail by maturity of non-current financial debt for 2019 and 2018 is as follows:
| 2021 | 2022 | 2023 | 2024 and later years |
Total | |
|---|---|---|---|---|---|
| Debentures and other marketable securities | 10,000 | 750,000 | 400,000 | 1,850,000 | 3,010,000 |
| Debts with credit institutions | 121,742 | 111,742 | 76,742 | 1,097,472 | 1,407,698 |
| Total | 131,742 | 861,742 | 476,742 | 2,947,472 | 4,417,698 |
| 2020 | 2021 | 2022 | 2023 and later years |
Total | |
| Debentures and other marketable securities | - | 66,516 | 863,031 | 3,189,120 | 4,118,667 |
| Debts with credit institutions | 321,707 | 121,742 | 111,742 | 527,578 | 1,082,769 |
| Total | 321,707 | 188,258 | 974,773 | 3,716,698 | 5,201,436 |

The amounts and characteristics of the main instruments included under the headings "Debentures and other marketable securities" and "Debts with credit institutions" at December 31, 2019 are detailed below:
| Instrument | Nominal Interest |
Currency of issue |
Maturity | Nominal outstanding (thousands of euros) |
|
|---|---|---|---|---|---|
| Institutional debt (EIB and ICO) |
Loan | EURIBOR + Margin |
EUR | 2031 | 280,000 |
| Loan | Fixed rate | EUR | 2031 | 150,000 | |
| Loan | EURIBOR + Margin |
EUR | 2027 | 47,273 | |
| Loan | Fixed rate | EUR | 2030 | 110,000 | |
| Loan | EURIBOR + Margin |
EUR | 2022 | 50,000 | |
| Loan | EURIBOR + Margin |
EUR | 2023 | 175,000 | |
| Credit line | LIBOR + Margin | USD | 2020 | 2,690 | |
| Loan | LIBOR + Margin | USD | 2024 | 409,811 | |
| Banking debt | Credit line | LIBOR + Margin | USD | 2024 | 204,905 |
| Credit line | LIBOR + Margin | USD | 2024 | 102,452 | |
| Nominal outstanding | 1,532,131 | ||||
| Debt settlement expenses | (6,850) | ||||
| Accrued interest payable | 8,819 | ||||
| Total financial debts with credit institutions | 1,534,100 |
| Instrument | Coupon | Currency of issue |
Maturity | Nominal outstanding (thousands of euros) |
|
|---|---|---|---|---|---|
| EMTN bonus | 4.23% | EUR | 2021 | 10,000 | |
| EMTN bonus | 2.50% | EUR | 2022 | 750,000 | |
| Bond issue and Private Placements | EMTN bonus | 1.25% | EUR | 2025 | 600,000 |
| EMTN bonus | 1.00% | EUR | 2023 | 400,000 | |
| EMTN bonus | 1.38% | EUR | 2028 | 750,000 | |
| EMTN bonus | 0.75% | EUR | 2026 | 500,000 | |
| Nominal outstanding | 3,010,000 | ||||
| IFRS 9 and others | (80,163) | ||||
| Accrued interest payable | 31,289 | ||||
| Total debentures and other marketable securities | 2,961,126 |

The amounts and characteristics of the main instruments included under the headings "Debentures and other marketable securities" and "Debts with credit institutions" at December 31, 2018 are detailed below:
| Instrument | Nominal Interest | Currency of issue |
Maturity | Nominal outstanding (thousands of euros) |
|
|---|---|---|---|---|---|
| Institutional debt (EIB and ICO) |
Loan | EURIBOR + Margin | EUR | 2019 | 20,000 |
| Loan | EURIBOR + Margin | EUR | 2031 | 303,333 | |
| Loan | Fixed rate | EUR | 2031 | 162,500 | |
| Loan | EURIBOR + Margin | EUR | 2027 | 53,182 | |
| Loan | Fixed rate | EUR | 2030 | 110,000 | |
| Loan | EURIBOR + Margin | EUR | 2019 | 10,000 | |
| Loan | EURIBOR + Margin | EUR | 2022 | 70,000 | |
| Loan | EURIBOR + Margin | EUR | 2023 | 225,000 | |
| Loan | Fixed rate | SEK | 2023 | 70,536 | |
| Banking debt | Credit line | LIBOR + Margin | USD | 2019 | 142,827 |
| Credit line | LIBOR + Margin | USD | 2020 | 199,962 | |
| Nominal outstanding | 1,367,340 | ||||
| Debt settlement expenses | (5,390) | ||||
| Accrued interest payable | 1,085 | ||||
| Total financial debts with credit institutions | 1,363,035 |
Instrument Coupon Currency of issue Maturity Nominal outstanding (thousands of euros) Bond issue and Private Placements AFLAC bonus 3.23% JPY 2039 147,514 EMTN bonus 4.23% EUR 2021 10,000 EMTN bonus 2.50% EUR 2022 750,000 EMTN bonus 1.25% EUR 2025 600,000 EMTN bonus 1.00% EUR 2023 400,000 EMTN bonus 1.38% EUR 2028 750,000 EMTN bonus 0.75% EUR 2026 500,000 144A bonus 4.63% USD 2029 961,153 Nominal outstanding 4,118,667 IFRS 9 and others (94,339) Fair value AFLAC bonus 14,584 Accrued interest payable 50,618
Total debentures and other marketable securities 4,089,530
• Options on interest held by minority shareholders are accounted for by recognising the minority interests arising in a business combination and recognising a financial liability against equity. The changes in fair value of the financial liability are accounted for in the Consolidated Income Statement.

| 2019 | 2018 | |
|---|---|---|
| Debentures and other marketable securities | 2,961,126 | 4,089,530 |
| Debts with credit institutions | 1,534,100 | 1,363,035 |
| Other receivables | 394,490 | 34,803 |
| Total financial debts | 4,889,716 | 5,487,368 |
| Non-current financial debts (Note 3.3) | 4,669,486 | 5,137,374 |
| Current financial debts (Note 3.3) | 220,230 | 349,994 |
The fair value of debts owed to credit entities as well as
debentures and other marketable securities at December 31, 2019 and 2018 is the following:
| 2019 | 2018 | |
|---|---|---|
| Debts with credit institutions | 1,550,985 | 1,371,792 |
| Debentures and other marketable securities | 3,161,936 | 4,065,207 |
| Fair value total | 4,712,921 5,436,999 | |
| Carrying amount total | 4,495,226 5,452,565 |
Net financial debt is the main indicator used by Management to measure the Group's debt level. It is comprised of gross debt less cash in hand:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Debts with credit institutions (Note 3.3) | 1,534,100 | 1,363,035 | |||
| Debentures and other marketable securities (Note 3.3) |
2,961,126 | 4,089,530 | |||
| - Adjustment for amortised cost of Bonds (*) |
- | ||||
| Loans from the General Secretariat of Industry, General Secretariat of Energy and Oman Oil |
3,379 | 3,931 | |||
| Finance leases (IFRS 16) (Note 1.10) | 355,349 | - | |||
| Gross financial debt | 4,853,954 | 5,446,196 | |||
| Cash and other cash equivalents (Note 3.8) | (1,098,985) | (1,171,543) | |||
| Net financial debt | 3,754,969 | 4,274,653 |
(*) At December 31, 2018 the adjustment to record the yen bond of the Enagás Group at amortised cost was included, as well as the adjustment made on the GNL Quintero bond to show its fair value at the date of the business combination (January 1, 2017). As of the date of said business combination, the GNL Quintero bond is recorded at amortised cost.
The gross financial cost during 2019 for the Group's net financial debt amounted to 2.2% (2.4% in 2018). The percentage of net financial debt at fixed interest rate at December 31, 2019 amounted to more than 80%, while the average maturity period at that date amounted to 5.2 years (6.1 years at December 31, 2018). The gross financial costs are determined by dividing gross financial expenses by the average gross debt multiplied by the number of effective days in the year (360 days) divided by the natural days of the period (365 days), where gross financial expenses correspond to interest on financial debt and hedges. Further, average gross debt is calculated as the daily average of nominal amounts of financial debt.

(*) Includes payment of interest, accrued interest, valuations, and other.
The following are amongst the most significant events of financial year 2019:

(*) Includes payment of interest, accrued interest, valuations, and other.
The following are amongst the most significant events of financial year 2019:

At December 31, 2019, the Group had access to credit lines in the amount of 1,927,628 thousands of euros (1,980,576 thousands of euros in 2018), of which 1,617,580 thousands of euros had not been drawn down (1,637,786 thousands of euros in 2018) (Note 3.8).
In the opinion of the Directors of the Company, this situation allows for sufficient funding to meet possible liquidity requirements in the short-term considering its current obligations.
| 2019 | 2018 | |
|---|---|---|
| Loans from the General Secretariat of Industry, General Secretariat of Energy and Oman Oil |
3,379 | 3,931 |
| Fair value of sales option on interest held by EVE | 15,600 | 15,600 |
| Finance leases (IFRS 16) | 355,349 | - |
| Other | 20,162 | 15,272 |
| Total other financial debts | 394,490 | 34,803 |
At December 31, 2019, "Other debts" mainly includes the financial liability associated with IFRS 16 on leases (Note 1.10).

| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Income from associates | 4,242 | 11,292 | |||
| Finance revenue from third parties | 10,076 | 24,587 | |||
| Income in cash and other cash equivalents | 1,881 | 5,508 | |||
| Other (1) | 119 | 24,459 | |||
| Financial income | 65,846 | ||||
| Financial expenses and similar | (6,147) | (9,458) | |||
| Loan interest | (122,377) | (141,030) | |||
| Capitalised interest | (19) | 209 | |||
| Other | (5,237) | ||||
| Financial expenses | (133,780) | ||||
| Gains (losses) on hedging instruments | 1,114 | (15,412) | |||
| Exchange gains (losses) | (1,021) | ||||
| Net financial gain (loss) | (117,369) (104,596) |
(1) At December 31, 2018, the financial income from the sale of the Swedegas Group in November 2018 was included.
These instruments hedge against changes in the fair value of an asset or liability recognised, or a specific portion of said asset or liability, which can be attributed to a particular risk and can affect profit for the period.
Changes in the fair value of a hedging instrument and changes in the fair value of hedged items attributable to the hedged risk, are recognised in the Consolidated Income Statement.
b) Cash flow hedges
Hedges for exposure to changes in cash flows that: (i) are attributed to a specific risk associated with an asset or liability recognised for accounting purposes, with a highly likely expected transaction or with a firm commitment if the hedged risk is an exchange rate and (ii) may affect profit for the period.
The effective portion of the changes in fair value of the hedging instrument are recognised under Equity, and the gains and losses relating to the ineffective portion are recognised in the Consolidated Income Statement. The accumulated amounts under Equity are transferred to the Consolidated Income Statement in the periods in which
the hedged items affect the Consolidated Income Statement.
c) Net investment hedge in a foreign operation
These instruments hedge the foreign currency risk arising from net investments in foreign operations.
The hedges for net investments in transactions carried out abroad are accounted for in a similar manner to cash flow hedges, though the valuation changes in these transactions are accounted for as translation differences under "Adjustments for changes in value" in the accompanying Consolidated Balance Sheet.
These translation differences are taken to the Consolidated Income Statement when the gain or loss on disposal of the hedged item occurs.
• In order for these derivative financial instruments to be classified as hedges they are initially designated as such, and the relationship between the hedging instrument and the hedged items is documented, together with the risk management objective and the hedge strategy for the various hedged transactions. In addition, the Group verifies initially and then periodically throughout the life of the hedge (and at least at the end of each reporting period) that the hedging relationship is effective, i.e., that it is prospectively foreseeable that the changes in fair value or in the cash flows from the hedged item (attributable to hedged risk) are almost entirely offset by those of hedging instrument.
Any remaining loss or gain from the hedging instrument will represent an ineffectiveness of the hedge to be recognised in income of the period.
• Hedge accounting is discontinued when the hedging instrument expires, or when it is sold, or exercised, or when it no longer qualifies for hedge accounting (after taking into account any rebalancing of the hedging relationship, if applicable). At that time, any accumulated gain or loss on the

hedging instrument recognised in equity is retained in equity until the hedged transaction occurs.
• In accordance with IFRS 13, for purposes of presenting financial information, the measurements of fair value are classified as Level 1, 2, or 3, as indicated in Note 3.3.
• The Group determined that the majority of inputs employed for determining the fair value of derivative financial instruments are classified as Level 2; however, the adjustments to credit risk use inputs corresponding to Level 3 for assessing credit based on credit ratings or comparable companies for evaluating the probability of a company
or counterparties to the company going bankrupt. The Group evaluated the relevancy of the inputs and recognised the corresponding adjustments to credit risk for the evaluation of the derivative financial instrument, which were not significant.
• Thus, the entire portfolio of derivative financial instruments is classified under Level 2 of the hierarchy.
| Income and expenses recognised directly in equity |
Amounts transferred to the income statement |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Category | Type | Maturity | Notional contracted |
Fair value 12.31.2018 |
Hedging transactions |
Translation differences |
Changes in results |
Counterparty risks and other |
Other changes (*) |
Fair value 12.31.2019 |
| Cash flow hedges | ||||||||||
| Interest rate swap |
Floating to fixed |
Dec-19 | 150,000 | (696) | (63) | - | 757 | - | 2 | - |
| Interest rate swap |
Floating to fixed |
Jan-20 | 150,000 | (412) | (31) | - | 348 | - | 13 | (82) |
| Interest rate swap |
Floating to fixed |
Mar-20 | 65,000 | (479) | (42) | - | 336 | - | (1) | (186) |
| Fair value hedge | ||||||||||
| Cross Currency Swap |
Fixed to floating |
Sep-39 (**) | 147,514 | 10,736 | - | - | (3,821) | (27) | (6,888) | - |
| Net investment coverage | ||||||||||
| Cross Currency Swap |
Fixed to fixed |
Apr-22 | 400,291 | (59,712) | (24,036) | (9,322) | 9,250 | (130) | - | (83,950) |
| Cross Currency Swap |
Fixed to fixed |
May-28 | 237,499 | 7,941 | (8,826) | (4,227) | 4,415 | - | - | (697) |
| Total | 1,150,304 | (42,622) | (32,998) | (13,549) | 11,285 | (157) | (6,874) | (84,915) |
(*) Includes interest accrued and not paid, other commissions relating to derivative financial instruments, as well as changes in the fair value of the hedging derivative.
(**) See Note 3.6 b).
The breakdown by maturity is as follows:
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 and later years |
Total |
|---|---|---|---|---|---|---|
| Derivatives | (13,879) | (12,500) | (70,227) | (3,937) | 15,628 | (84,915) |
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 and later years |
Total |
| Derivatives | (14,392) | (12,028) | (11,243) | (39,226) | 34,267 | (42,622) |

With respect to cash flow hedges, the breakdown by period in which the related cash flows will arise is as follows:
| Contracted amount (thousands of euros) |
Total | 2020 | 2021 | 2022 and later years |
|---|---|---|---|---|
| 65,000 | (186) | (186) | - | - |
| 150,000 | (82) | (82) | - | - |
| 215,000 | (268) | (268) | - | - |
During 2009, the Enagás Group contracted a cross currency swap (CCS) to cover changes in the fair value of a yen-denominated bond arising from euro-yen exchange rate risk and the related interest rate risk. The fixed yen (JPY) component of this CCS covers changes in the value of the bond with respect to the specified risks. Said bond was recognised under "Non-current financial liabilities" in the Consolidated Balance Sheet.
At the initiation date of the CCS, the principal exchange was carried out so that Enagás received 147,514 thousands of euros and paid 20,000 million JPY, with the Group recognising said item at fair value through profit and loss in the Consolidated Income Statement.
On July 25, 2019, the counterparty to the financial instrument and the Company notified the exercise of their early cancellation rights at par for the derivative and the associated bond, respectively, both of which were recognised contractually. Finally, on September 17, 2019, the two instruments were cancelled early through an exchange of nominal values, which resulted in an outflow of cash of 147,514 thousands of euros and the recognition of income in the Consolidated Income Statement for the unhedged difference in the fair value of the two instruments amounting to 3,821 thousands of euros.
The Enagás Group is exposed to certain risks which it manages with a risk control and management model which is directed towards guaranteeing achievement of the Company's objectives in a predictable manner with a medium-low risk profile. This model allows to adapt to the complexity of the business activity in a competitive environment globalised, in a complex economic context, where the materialization of risks is faster and with an evident contagion effect.
The model is based on the following:
The main characteristics of the two derivative financial instruments contracted as net investments hedges are the following:
| Category | Contracted amount in Euros |
Contracted amount in USD |
Type | Maturity |
|---|---|---|---|---|
| Cross Currency Swap |
400,291 | 550,000 | Fixed to fixed |
April 2022 |
| Cross Currency Swap |
237,499 | 270,000 | Fixed to fixed |
May 2028 |
| Total | 637,790 | 820,000 |
The investments considered as hedged items in the aforementioned hedging relationships are the following:
| Project | Investments hedged in USD |
|---|---|
| GNL Quintero, S.A. | 179,989 |
| Subgroup Altamira LNG, C.V. | 52,423 |
| TgP | 587,588 |
| Total | 820,000 |
As explained in Note 3.7 below, the Enagás Group directly finances part of the foreign investments with foreign currency, which is then designated as a net foreign investment.
By this means, the Enagás Group tries to designate exchange rate hedges to cover fluctuations in the exchange rates of its investments in foreign currency. As required by IFRS 9, an eligible hedged item and hedging instrument have to be designated. By this means, the exchange fluctuations of the investment in foreign currency are associated with the fluctuations due to the debt obtained to finance the acquisition, which is also in that currency (Note 3.7), in such a way that there is no impact on the income statement.
• The transparency of information supplied to third parties, to guarantee its reliability and accuracy.
The integral analysis of all risks allows the appropriate control and management thereof, an understanding of the relationships between them and facilitates their joint assessment. Enagás has established a regulatory framework through its "Risk control and management policy" and "General risk control and management standard," which define the basic principles to be applied and identify the responsibilities of the different departments of the Company.
The risk control and management function is articulated around three lines of defence, each presenting different responsibilities:

regulatory framework and approach, and performing periodic monitoring and overall control of the company's risks.
• Third line of defence: the Internal Audit Department, responsible for supervising the efficiency of the established risk controls.
The Governing Bodies responsible for risk control and management are the following:
The main risks of a financial and tax nature to which the Group is exposed are as follows:
Credit risk relates to the possible losses arising from the nonpayment of monetary or quantifiable obligations of a counterparty to which the Enagás Group has granted net credit which is pending settlement or collection.
Credit risk in connection with trade receivables arising from its commercial activity is historically very limited as the Group operates in a regulated environment (Note 1.1). However, regulations have been developed establishing standards for managing guarantees in the Spanish gas system and which oblige gas shippers to provide guarantees for: (i) contracting capacity in infrastructure with regulated third-party access and international connections, (ii) settlement of imbalances; and (iii) participation in the organised gas market.
The Enagás Group is also exposed to the risk of its counterparties not complying with obligations in connection with financial derivatives and placement of surplus cash balances. In order to mitigate this risk, these transactions are carried out in a diversified manner with highly solvent entities.
Interest rate fluctuations affect the fair value of those assets and liabilities that accrue interest at fixed rates, and the future cash flows from assets and liabilities that accrue interest at floating rates.
The objective of interest rate risk management is to create a balanced debt structure that minimizes financial costs over a multi-year period while also reducing volatility in the Consolidated Income Statement.
Based on the Enagás Group's estimates and debt structure targets, hedges are put in place using derivatives that reduce these risks (Note 3.6).
Exchange rate fluctuations may affect positions held with regard to debt denominated in foreign currency, certain payments for services and the purchase of capital goods in foreign currency, income and expenses relating to companies whose functional
currency is not the euro and the effect of converting the financial statements of those companies whose currency is not the euro during the consolidation process. With a view to mitigating said risk, the Group can avail itself of financing obtained in US dollars, as well as contracting derivative financial instruments which are subsequently designated as hedging instruments (Note 3.6). In addition, the Enagás Group tries to balance the cash flows of assets and liabilities denominated in foreign currency in each of its companies.
Liquidity risk arises as a consequence of differences in the amounts or payment and collection dates relating to the different assets and liabilities held by the Group.
The liquidity policy followed by the Enagás Group is oriented towards ensuring that all short-term payment commitments acquired are fully met without having to secure funds under burdensome terms. For this purpose, different management measures are taken such as maintenance of credit facilities ensuring flexibility, sufficient amounts and sufficient maturities, diversified sourcing for financing needs via access to different markets and geographical areas, as well as the diversification of maturities in debt issued.
The financial debt of the Group at December 31, 2019 has an average maturity of 5.2 years (6.1 years at December 31, 2018 (Note 3.4).
The Enagás Group is exposed to possible modifications in tax regulatory frameworks and uncertainty relating to different possible interpretations of prevailing tax legislation, potentially leading to negative effects on results.
The Enagás Group has a Board-approved tax strategy, which includes the policies governing compliance with its tax obligations, attempting to avoid risks and tax inefficiencies
Given the dynamic nature of the business and its risks, and despite having a risk control and management system that responds to the best international recommendations and practices, it is not possible to guarantee that some risk may exist that is not identified in the risk inventory of the Enagás Group.
In addition, the internationalization process carried out by the Enagás Group in recent years means that a part of its operations are carried out by companies over which it does not exercise control and which perform their activities within different regulatory frameworks and with different business dynamics, so that potential risks may arise relating to financial investment.
The percentage of net debt at fixed interest rates at December 31, 2019 and December 31, 2018, amounted to more than 80%.
Taking into account these percentages of net financial debt at fixed rates, and after performing a sensitivity analysis using a range of +1/-1% changes in market interest rates, the Group considers that, according to its estimates, the impact on results of such variations on financial costs relating to variable rate debt could be as follows:

| Interest rate change | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| 25 bps | -10 bps | 25 bps | -10 bps | |
| Change in financial costs | 2,680 | (1,072) | 2,328 | (931) |
In addition, the aforementioned changes would not produce any significant changes in the Company's equity position in connection with contracted derivatives.
The Enagás Group obtains financing fundamentally in euros, although it maintains certain financing in US dollars. The currency that generates the greatest exposure to exchange rate changes is the US dollar.
The exposure of the Group to changes in the US dollar/ euro exchange rate is mainly determined by the effect of translating the financial statements of the companies whose functional currency is the US dollar. In addition, there are Group companies whose functional currency is the Peruvian nuevo sol and pound sterling.
Further, the Group also holds loans denominated in US dollars granted by Enagás Internacional, S.L.U. to companies in which it does not control a majority stake.
The sensitivity of profit/ (loss) for the year and equity to exchange rate risk, via appreciation or depreciation of exchange rates and based on the financial instruments held by the Group at December 31, 2019, is shown below:
| thousands of euros | ||||
|---|---|---|---|---|
| Appreciation / (Depreciation) of the euro against the dollar |
||||
| 2019 | 2018 | |||
| 5.00% | -5.00% | 5.00% | -5.00% | |
| Effect on net profit | 2,644 | (2,644) | 3,347 | (3,347) |
| Effect on equity | 6,957 | (6,957) | 25,005 | (25,005) |
The Company carries out capital management at corporate level and its objectives are to ensure financial stability and obtain sufficient financing for investments, optimising the cost of capital in order to maximize the value created for the shareholder while maintaining its commitment to solvency.
The Enagás Group uses its leverage ratio as an indicator for monitoring its financial situation and capital management. The ratio is defined as the result of dividing consolidated net financial debt by net consolidated assets (understood as the sum of net financial debt and consolidated Shareholders' Equity).
The Group's financial leverage, calculated as the ratio of net financial debt and total financial debt plus Shareholders' Equity at December 31, 2019 and 2018, is as follows:
| 2019 | 2018 | |
|---|---|---|
| Net financial debt (Note 3.4) | 3,754,969 | 4,274,653 |
| Shareholders' equity | 3,170,142 | 2,658,758 |
| Financial leverage | 54.2% | 61.7% |
Also, on November 28, 2019, the credit rating agency Standard & Poor's reaffirmed Enagás' credit rating (BBB+) and improved the outlook from "negative" to "stable". On January 9, 2020, the credit rating agency Fitch Ratings placed Enagás' credit rating at BBB+ with a "stable" outlook.

• Under the Cash and other cash equivalents heading of the Consolidated Balance Sheet the Group recognizes cash in hand, sight deposits, and other highly liquid short-term investments that can be readily converted into cash and are not exposed to the risk of changes in value.
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Treasury | 1,004,472 | 1,171,543 |
| Other cash and cash equivalents | 94,513 | - |
| Total | 1,098,985 | 1,171,543 |
"Other liquid assets" includes those deposits that have a maturity of less than three months.
Generally, the banked cash accrues interest at rates similar to daily market rates. The deposits maturing in the short-term are easily convertible into cash, and accrue interest at the going market rates. There are no significant restrictions on the availability of cash.
In order to guarantee liquidity, the Enagás Group has arranged loans and credit lines which it has not drawn down. Thus, liquidity available to the Enagás Group is broken down as follows:
| Available funds | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|
| Cash and cash equivalents | 1,098,985 | 1,171,543 | |
| Other available funds (Note 3.4) | 1,617,580 | 1,637,786 | |
| Total available funds | 2,716,565 | 2,809,329 |
In the opinion of the Directors of the Company, this situation allows for sufficient funding to meet possible liquidity requirements in the short-term considering its current obligations.
| Debts with credit institutions |
Debentures and marketable securities |
Total | |||
|---|---|---|---|---|---|
| 12.31.2018 | 1,363,035 | 4,089,530 | 5,452,565 | ||
| Issues | 3,297,128 | 2,500,000 | 5,797,128 | ||
| Cash flows |
Repayment and redemption |
(3,143,770) | (2,647,514) | (5,791,284) | |
| Payment of interest |
(21,055) | (46,774) | (67,829) | ||
| Without an impact |
Perimeter variations |
- | (1,005,117) | (1,005,117) | |
| Interest expense |
19,226 | 70,414 | 89,640 | ||
| on cash flows |
Changes due to exchange rates and others |
19,536 | 587 | 20,123 | |
| 12.31.2019 | 1,534,100 | 2,961,126 | 4,495,226 |
The information for the 2018 year is detailed below:
| Debts with credit institutions |
Debentures and marketable securities |
Total | |||
|---|---|---|---|---|---|
| 12.31.2017 | 4,050,526 | 5,632,645 | |||
| Issues | 4,600,091 | 2,256,000 | 6,856,091 | ||
| Cash flows |
Repayment and redemption |
(4,837,738) | (2,256,000) | (7,093,738) | |
| Payment of interest |
(18,779) | (91,340) | (110,119) | ||
| Perimeter variations |
- | - | - | ||
| Without an impact |
Interest expense |
20,044 | 107,220 | 127,264 | |
| on cash flows |
Changes due to exchange rates and others |
17,298 | 23,124 | 40,422 | |
| 12.31.2018 | 4,089,530 | 5,452,565 |

Remuneration for Board of Directors and Senior Management
| Balance at December 31, 2017 |
Impairment allowances 2018 |
Balance at December 31, 2018 |
Impairment allowances 2019 |
Balance at December 31, 2019 |
|
|---|---|---|---|---|---|
| Cost (1) | 47,211 | - | 47,211 | - | 47,211 |
| Impairment | (27,601) | - | (27,601) | - | (27,601) |
| Carrying amount | 19,610 | - | 19,610 | - | 19,610 |
(1) Corresponds entirely to a plot of land located at km 18 of the A-6 motorway in Las Rozas (Madrid). The independent company Jones Lang LaSalle España, S.A. issued a valuation report dated December 31, 2019, which concluded that the recoverable amount of the plot at that date amounted to 19,610 thousands of euros (19,610 thousands of euros at December 31, 2018). It is worth noting that the aforementioned independent expert's report did not include any scope limitations with respect to the conclusions reached. There are no mortgages or encumbrances of any type on said property. In addition, the Group has contracted the corresponding insurance policies to cover third party civil liabilities.

• In accordance with prevailing legislation in Spain, tax returns cannot be considered final until they have been inspected by the tax authorities or until the four-year inspection period has elapsed. However, the four-year period can vary in the case of Group companies subject to other fiscal regulations. The Directors of the Company consider that all applicable taxes open to inspection described in this note have been duly paid so that even in the event of discrepancies in the interpretation of prevailing tax legislation with respect to the treatment applied, the resulting potential tax liabilities, if any, would not have a material impact on the accompanying Consolidated Annual Accounts.
| 2019 | 2018 | |
|---|---|---|
| Debit balances | ||
| Deferred tax assets (Note 4.2.f) | 96,738 | 100,360 |
| Income tax and other taxes (1) | 6,761 | 1,799 |
| Value added tax | 23,754 | 27,979 |
| Total | 30,515 | 29,978 |
| Credit balances | ||
| Deferred tax liabilities (Note 4.2.f) | 265,744 | 566,693 |
| Income tax | 5,230 | 3,733 |
| Value added tax | 148 | 2,121 |
| Tax Authorities creditor for withholdings and other |
33,764 | 32,576 |
| Total | 39,142 | 38,430 |
(1) Corresponds to companies in the 2019 tax group, amounting to 6,761 thousands of euros of balances receivable (1,394 thousands of euros at December 31, 2018).
amounts are measured by applying the tax rate to the corresponding temporary differences or tax credits at which they are expected to be realised or settled.
Enagás S.A. has been the parent company of the Tax Consolidation Group 493/12 for Corporate Income tax from January 1, 2013, comprised of the following subsidiaries at December 31, 2019:
The Group's remaining companies file individual income tax returns in conformity with the applicable tax laws.

| 2019 | 2018 | |
|---|---|---|
| Before-tax consolidated accounting results | 540,033 | 586,435 |
| Permanent differences and consolidation adjustments (1) | (88,581) | (96,816) |
| Consolidated tax base | 451,452 | 489,619 |
| Tax rate | 25% | 25% |
| Adjusted result by tax rate (2) | (112,863) | (122,405) |
| Effect of applying different rates to tax base | 236 | (943) |
| Tax base | (112,627) | (123,348) |
| Effect of deductions | 1,751 | 2,527 |
| Other adjustments to corporate income tax | (1,229) | (2,287) |
| Corporate income tax for the period | (112,105) | (123,108) |
| Current income tax (3) | (97,782) | (109,056) |
| Deferred income tax | 9,291 | 7,047 |
| Adjustments to income tax rate | (23,614) | (21,099) |
(1) The permanent differences mainly correspond to the elimination of the results of companies consolidated under the equity method, as well as other consolidation adjustments relating to the reconciliation of local regulations and IFRS, amongst others.
(2) In order to determine income tax, a 25% rate was applied to all Spanish companies, except for those that file tax returns under the special regime of Vizcaya (Enagás Transporte del Norte, S.L) where a 24% rate is applied (26% during 2018). For 2018 and 2019, the tax rates applicable to the foreign companies Enagás Perú, S.A.C.; Enagás Chile and S.P.A. GNL Quintero and Enagás México, S.A. de C.V. and Enagás USA, L.L.C. were 29.5%, 27%, 30% and 24.7%, respectively.
(3) In 2019, 97,967.83 thousands of euros were paid (105,987.81 thousands of euros in 2018) in connection with the amount to be disbursed for settling 2019 corporate income tax, of which 92,807 thousands of euros correspond to the Tax Consolidation Group (99,819 thousands of euros in 2018).
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Increases | Decreases | Total | Increases | Decreases | Total | |
| Income and expenses recognised directly in equity | ||||||
| Tax effect on cash flow hedges | 11,851 | (382) | 11,469 | 3,880 | (1,207) | 2,673 |
| Amounts transferred to the income statement | ||||||
| Tax effect on cash flow hedges | 1,157 | (3,690) | (2,533) | 338 | (4,464) | (4,126) |
| Total income tax recognised in equity | 13,008 | (4,072) | 8,936 | 4,218 | (5,671) | (1,453) |
In accordance with prevailing legislation in Spain, tax returns cannot be considered final until they have been inspected by the tax authorities or until the four-year inspection period has elapsed. However, the four-year period can vary in the case of Group companies subject to other fiscal regulations.
In March 2017, a tax inspection was initiated by the Spanish Tax Authorities for general verification of Enagás, S.A., Enagás Transporte, S.A.U., and the Tax Consolidation Group 493/12. The years and taxes subject to this process correspond to the corporate income tax for the years 2012 to 2015, VAT for the years 2013 to 2015, withholdings/payments on account with respect to tax on income from professional work, property taxes, and taxes levied on non-residents for the years 2013 to 2015.
During the 2019 financial year, these actions ended with reports duly signed off as accepted or contested. These deeds did not involve significant amounts for the Enagás Group. Lastly, with regard to the contested reports, an economic-administrative complaint was filed with the Central Economic-Administrative
Tribunal in relation to the income tax settlement agreements for the years 2012 to 2015, which was pending resolution by the Tribunal at 2019 year-end. However, it is not expected that any liabilities will arise that will significantly affect the Group's equity situation.
Additionally, in January 2018, Enagás Transporte S.A.U. was notified by the Spanish Tax Agency that a general tax inspection was being initiated with respect to the special tax on hydrocarbons corresponding to 2015 and 2016. Also, notification was also received regarding the initiation of a partial verification with respect to VAT on imports and inspection of importation rights corresponding to 2016.
At 2019 year-end the verification and inspection processes were still ongoing. In any case, it is not expected that any liabilities will arise that will significantly affect the Group's equity situation. Likewise, at 2019 year-end, the inspections for 2016 to 2019 are pending with respect to applicable taxes.

| Initial measurem ent |
Recognised on profit and loss |
Recognised in equity |
Impact 1st application of new IFRS (Note 1.10) |
Translation differences |
Changes in consolidation scope (4) |
Final value | |
|---|---|---|---|---|---|---|---|
| Deductible temporary differences | |||||||
| Capital grants and others | 1,186 | (102) | - | - | - | - | 1,084 |
| Amortisation deduction limit R.D.L. 16/2012 (1) |
25,429 | (4,348) | - | - | - | - | 21,082 |
| Provisions for personnel remuneration | 5,073 | (592) | - | - | - | - | 4,481 |
| Fixed assets provision | 27,684 | 6,398 | - | - | - | - | 34,082 |
| Provisions for litigation and other | 22,083 | (2,941) | - | 7,650 | - | - | 26,792 |
| Derivatives | 362 | (326) | - | - | - | - | 36 |
| Deferred expenses | 6,063 | (1,083) | - | - | 35 | (5,014) | - |
| Tax loss carry forwards | 7,389 | (496) | - | - | 13 | (1,947) | 4,960 |
| Deductions pending and other (2) | 5,090 | (868) | - | - | - | - | 4,221 |
| Total deferred tax assets | 100,360 | (4,358) | - | 7,650 | 48 | (6,961) | 96,738 |
| Accelerated amortisation (3) | (254,761) | 13,414 | - | - | - | (241,347) | |
| Derivatives | (6,668) | - | 4,637 | - | - | - | (2,031) |
| Amortisation of fixed assets | (284,638) | 566 | - | - | (1,655) | 285,728 | - |
| Deferred expenses | (10,994) | 1,918 | - | - | - | - | (9,076) |
| Other | (9,631) | (3,659) | - | - | - | - | (13,290) |
| Total deferred tax liabilities | (566,693) | 12,239 | 4,637 | - | (1,655) | 285,728 | (265,743) |
| Carrying amount | (466,333) | 7,881 | 4,637 | 7,650 | (1,607) | 278,767 | (169,005) |
(1) Arises from the limitation to tax deductible amortisation with respect to the corporate income tax for the years 2013 and 2014. Said amortisation is recoverable from a tax point of view from 2015 on a straight line basis over 10 years.
(2) In addition, it includes the deduction to be applied from 2015 in accordance with the thirty-seventh transitory provision of Law 27/2014, by virtue of which those contributors for whom limited amortisation was applicable in 2013 and 2014 will have the right to a 5% deduction of the tax base with respect to the amounts included in the taxable income for the corresponding period.
(3) Arising from application of accelerated amortisation of certain assets for tax purposes during the period 2009-2014.
(4) Corresponds to the impacts of deconsolidation of LNG Quintero detailed in Note 1.5.
The Enagás Group offset deferred tax assets in the amount of 93,857 thousands of euros from the Consolidated Tax Group in Spain (89,928 thousands of euros in 2017) against deferred tax liabilities in its consolidated statement of financial position in accordance with IAS 12.
| Final value of assets and deferred tax liabilities by nature |
Offset of deferred tax assets and liabilities - Tax Group |
Final value |
|
|---|---|---|---|
| Deferred tax assets | 100,360 | (89,928) | 10,432 |
| Deferred tax liabilities | (566,693) | 89,928 | (476,765) |
| Net value 2018 (466,333) | - | (466,333) | |
| Deferred tax assets | 96,738 | (93,857) | 2,881 |
| Deferred tax liabilities | (265,744) | 93,857 | (171,887) |
| Net value 2019 (169,006) | - | (169,006) |
The Enagás Group has unregistered deferred tax assets and liabilities amounting to 21,774 thousands of euros and 12,615 thousands of euros, respectively, at the end of 2019 (14,066 thousands of euros and 15,167 thousands of euros, respectively, at the end of 2018). These correspond mainly to taxable temporary differences associated with investments in companies that are accounted for using the equity method and that meet the requirements established in IFRS to apply the registration exception.

• In addition to subsidiaries, associates, and jointly controlled entities, the Group's "related parties" are considered to include "key management personnel" (members of the Board of Directors and executives, along with their close relatives), as well as the entities over which key management personnel may exercise significant influence or control as
established by Order EHA/3050/2004, of September 15, and Circular 1/2008 of January 30 of the CNMV.
• The terms of transactions with related parties are equivalent to those made on an arm's length basis and the corresponding remuneration in kind has been recorded.
| Income and expenses | Directors and executives |
Group employees, companies or entities |
Other related parties | Total (1) |
|---|---|---|---|---|
| 2019 | ||||
| Expenses: | ||||
| Financial expenses | - | - | 11,670 | 11,670 |
| Services received | - | 41,085 | 307 | 41,392 |
| Other expenses | 9,026 | - | - | 9,026 |
| Total Expenses | 9,026 | 41,085 | 11,977 | 62,088 |
| Income: | ||||
| Financial income (2) | - | 4,242 | 11 | 4,253 |
| Rendering of services | - | 9,528 | - | 9,528 |
| Gains on the sale or derecognition of assets | - | 31 | - | 31 |
| Other income | - | 3,106 | - | 3,106 |
| Total income | - | 16,907 | 11 | 16,918 |
| 2018 | ||||
| Expenses: | ||||
| Financial expenses | - | - | 10,775 | 10,775 |
| Services received | - | 48,541 | 838 | 49,379 |
| Other expenses | 8,618 | - | - | 8,618 |
| Total Expenses | 8,618 | 48,541 | 11,613 | 68,772 |
| Income: | ||||
| Financial income (2) | - | 11,291 | 34 | 11,325 |
| Rendering of services | - | 8,844 | - | 8,844 |
| Other income | - | 3,106 | - | 3,106 |
| Total income | - | 23,241 | 34 | 23,275 |
(1) No transactions were carried out during 2019 and 2018 with significant shareholders.
(2) The effective collection of debt interest on subordinated debt amounted to 3,945 thousands of euros in 2019 (12,474 thousands of euros in 2018).

| Other transactions | Significant shareholders |
Group employees, companies or entities |
Other related parties |
Total |
|---|---|---|---|---|
| 2019 | ||||
| Guarantees for related party debts (Note 1.9) | - | 522,952 | - | 522,952 |
| Guarantees and sureties granted - Other (Note 1.9) | - | 29,154 | 23,333 | 52,487 |
| Investment commitments (Note 1.9) | - | 765,974 | - | 765,974 |
| Dividends and other earnings distributed | 66,554 | 66,554 | ||
| 2018 | ||||
| Guarantees for related party debts (Note 1.9) | - | 452,589 | - | 452,589 |
| Guarantees and sureties granted - Other (Note 1.9) | - | 1,468 | 22,895 | 24,363 |
| Investment commitments (Note 1.9) | - | 61,592 | - | 61,592 |
| Dividends and other earnings distributed | 56,892 | - | - | 56,892 |
The detail of current and non-current loans to related parties is as follows:
| Interest rate | Maturity | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|---|
| Non-current credits to related parties (*) | 36,492 | 96,877 | ||
| Trans Adriatic Pipeline AG | FTA + spread | July-2043 | - | 1,322 |
| Estación de Compresión Soto La Marina S.A.P.I. de C.V. | 5.03% | December-2032 | - | 52,329 |
| Gasoducto de Morelos, S.A.P.I. de C.V. | 7.50% | September-2033 | 10,617 | 16,091 |
| Planta de Regasificación de Sagunto, S.A. | Eur6m + Spread | June-2025 | 25,185 | 26,785 |
| Gas to Move Transport Solutions, S.L. | 1.80% | Nov.-2021 | 690 | 350 |
| Current loans to related parties | 11 | 9,160 | ||
| Trans Adriatic Pipeline AG | FTA + Spread | July-2043 | - | 6,405 |
| Estación de Compresión Soto La Marina S.A.P.I. de C.V. | 5.03% | December-2032 | - | 2,743 |
| Planta de Regasificación de Sagunto, S.A. | Eur6m + Spread | June-2025 | 11 | 12 |
| Total | 36,503 | 106,037 |
(*) Unaffected by the expected loss.
The Banco Santander Group qualified as a related party for the years 2019 and 2018.
In this regard, of the transactions disclosed in the above table, 11,670 thousands of euros of financial expenses correspond to this entity during 2019 (11,238 thousands of euros during 2018), including financial expenses arising out of the interest rate hedging contracts, and 14,424 thousands of euros in guarantees and sureties granted at December 31, 2019 (14,158 thousands of euros at December 31, 2018).
In addition, this banking entity carried out the following transactions with the Enagás Group:

estimated at less than one year, when the associated provision is reclassified to the Personnel line under "Trade and other payables" of the liability of the accompanying Balance Sheet. The liability is subsequently measured at fair value at each balance sheet date, up to and including the settlement date, with changes in fair value recognised in the Income Statement.
The Enagás Group used the Monte-Carlo model to evaluate this program. The fair value of the equity instruments at the granting date is adjusted to include the market conditions relating to this plan. Likewise, the Company takes into account the fact that the dividends accrued during the plan period are not paid to the beneficiaries as they do not become shareholders of the Company until the plan has effectively been settled.
| Remuneration received | Salaries | Per diems | Other items | Pension plans | Insurance premiums |
|---|---|---|---|---|---|
| 2019 | |||||
| Board of Directors | 2,346 | 2,064 | 178 | - | 58 |
| Senior Management | 4,092 | - | 175 | 72 | 41 |
| Total | 6,438 | 2,064 | 353 | 72 | 99 |
| 2018 | |||||
| Board of Directors | 2,366 | 2,054 | 195 | - | 47 |
| Senior Management | 3,709 | - | 164 | 72 | 37 |
| Total | 6,075 | 2,054 | 359 | 72 | 84 |
The remuneration of the members of the Board of Directors for their membership of the Board and those corresponding to the Chairman and the Chief Executive Officer for the exercise of their executive functions during the year 2019 have been approved in detail by the General Shareholders' Meeting held on March 29, 2019 as part of the "Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years", approved as Item 7 of the Agenda.
The two Executive Directors were beneficiaries of the 2016-2018 Long-Term Incentive Plan approved by the General Shareholders' Meeting on March 18, 2016 under agenda Item number 8. During the first half of financial year 2019, the aforementioned incentive was paid out under the terms established by the General Shareholders' Meeting. As a result of this settlement, a total of 76,428 gross shares were delivered to the two executive directors, which they will not be able to sell within two years.
The Group has outsourced its pension commitments with respect to its executives through a mixed group insurance policy for pension commitments, including benefits in the event of survival, death, and employment disability. The Executive Chairman and the Chief Executive Officer are part of the group covered by this policy and of the total premium paid for this during the year, 406 thousands of euros corresponded to them.

Members of Senior Management (members of the Management Committee) are equally beneficiaries of the 2016-2018 long-term incentive plan. In the terms approved by the General Meeting, in the settlement of this incentive in the first half of 2019, 77,979 gross shares and a cash incentive amount of 708 thousands of euros.
The members of the Senior Management also form part of the group insured under the mixed group insurance policy for pension commitments. The total premium paid for the same during the financial year amounts to 750 thousands of euros.
The two executive directors are beneficiaries of the 2019-2021 longterm incentive plan approved by the General Shareholders' Meeting on March 29, 2019 under agenda Item number 8. In said meeting, a total of 118,635 rights relating to shares were assigned. Said rights do not constitute acquisition of shares until the program finalizes, the final bonus depending on the degree to which the program objectives have been met.
Members of Senior Management (members of the Management Committee) are equally beneficiaries of the 2019-2021 long-term incentive plan. As approved by the General Shareholders' Meeting, the Board has assigned them a total of 160,236 rights relating to shares as well as an incentive in cash amounting to 950 thousands of euros. Said rights do not constitute acquisition of shares or collection of any amounts until the programme has finalised, the final bonus depending on the degree to which the programme objectives have been met.
The aforementioned remuneration, broken down for each member of the Board of Directors, without taking into account insurance premiums, is as follows:
| 2019 | 2018 | |
|---|---|---|
| Mr Antonio Llardén Carratalá, (Executive Director) (1) | 1,847 | 1,896 |
| Mr Marcelino Oreja Arburúa (Chief Executive Officer) (2) | 937 | 925 |
| Sociedad Estatal de Participaciones Industriales (Proprietary Director) (4) |
160 | 155 |
| Mr Luis García del Río (Independent Director) (4) | 160 | 160 |
| Mr Martí Parellada Sabata (External Director) (4) | 160 | 160 |
| Mr Luis Javier Navarro Vigil (External Director) (3) (4) | 44 | 160 |
| Mr Jesús Máximo Pedrosa Ortega (Proprietary Director) (3) | - | 123 |
| Ms Rosa Rodríguez Diaz (Independent Director) (4) | 160 | 160 |
| Ms Ana Palacio Vallelersundi (Independent Leading Director) (4) | 190 | 190 |
| Ms Isabel Tocino Biscarolasaga (Independent Director) (4) | 175 | 172 |
| Mr Antonio Hernández Mancha (Independent Director) (4) | 160 | 157 |
| Mr Luis Valero Artola (Independent Director) (3) | - | 44 |
| Mr Gonzalo Solana González (Independent Director) (4) | 160 | 160 |
| Mr Ignacio Grangel Vicente (Independent Director) (3) | 160 | 116 |
| Mr Santiago Ferrer i Costa (Proprietary Director) (3) | 160 | 37 |
| Ms Patricia Urbez Sanz (Independent Director) (3) (4) | 115 | - |
| Total | 4,588 | 4,615 |
(1) The remuneration for the Executive Chairman in 2019 was approved in detail by the General Shareholders' Meeting on March 29, 2019 as part of the "Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years". During 2019, the Executive Chairman received fixed remuneration in the amount of 1,000 thousands of euros and variable remuneration in the amount of 564 thousands of euros; he also received 130 thousands of euros for Board membership and other remuneration in kind amounting to 153 thousands of euros (the changes in remuneration in kind with respect to previous years is exclusively a result of measurement differences without there having been any additional items included in the remuneration). Thus, the combined amounts totalled 1,847 thousands of euros. In addition, he was also the beneficiary of a life insurance policy with a premium of 57 thousands of euros for the year. The Group has outsourced its pension commitments with respect to its executives through a mixed group insurance policy for pension commitments, including benefits in the event of survival, death, and employment disability. The Executive Chairman is one of the beneficiaries covered by this policy, and of the total premium paid during the year, 246 thousands of euros correspond to the Executive Chairman. The Executive Chairman is a beneficiary of the 2019-2021 Long-Term Incentive Plan approved at the General Shareholders' Meeting held on March 29, 2019. Item 8 of its Agenda states that the meeting assigned him a total of 79,090 performance shares. These shares do not entail an acquisition of the shares until the end and settlement of the programme and the final remuneration depends on the level of achievement of the goals of the programme.
As a result of settlement of the Long Term Incentive 2016-2018, approved by the General Meeting of Shareholders held on March 18, 2016, as item 8 on the Agenda, in 2019 the Executive Chairman received 54,669 gross shares in Enagás S.A. The Executive Chairman is subject to the obligation to maintain the shares received for a period of two years from handover. Once that period has elapsed, the shares will be freely available.
(2) The remuneration for the Chief Executive Officer in 2019 was approved in detail by the General Shareholders' Meeting on March 29, 2019 as part of the "Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years". During 2019, the CEO received fixed remuneration in the amount of 500 thousands of euros and variable remuneration in the amount of 282 thousands of euros; he also received 130 thousands of euros for Board membership and other remuneration in kind amounting to 25 thousands of euros (the changes in remuneration in kind with respect to previous years is exclusively a result of measurement differences without there having been any additional items included in the remuneration). Thus, the combined amounts totalled 937 thousands of euros. In addition, he was also the beneficiary of a life insurance policy with a premium of 0.7 thousands of euros for the year. The Chief Executive Officer is also beneficiary of the mixed group insurance policy for pension commitments, and the share of the premium corresponding to the Chief Executive Officer for this policy amounted to 160 thousands of euros for the year. The Chief Executive Officer is a beneficiary of the 2019-2021 Long-Term Incentive Plan approved at the General Shareholders' Meeting held on March 29, 2019. Item 8 of its Agenda states that the meeting assigned him a total of 39,545 performance shares. Said rights do not constitute acquisition of shares until the program finalizes, the final bonus depending on the degree to which the program objectives have been met.
As a result of settlement of the Long Term Incentive 2016-2018, approved by the General Meeting of Shareholders held on March 18, 2016, as item 8 on the Agenda, in 2019 the Chief Executive Officer received 21,759 gross shares in Enagás S.A. The Chief Executive Officer is subject to the obligation to maintain the shares received for a period of two years from handover. Once that period has elapsed, the shares will be freely available.
(3) On March 22, 2018 Mr Luis Valero Artola resigned as Director and Mr Ignacio Grangel Vicente occupied his position.
On October 15, 2018 Mr Jesús Máximo Pedrosa Ortega resigned as Director and Mr Santiago Ferrer i Costa occupied his position.
On March 29, 2019 Mr Luis Javier Navarro Vigil resigned as Director and Ms Patricia Urbez Sanz occupied his position.
(4) The remuneration for these Directors relating to Board and Committee membership was approved in detail by the General Shareholders' Meeting on March 29, 2019 as part of the "Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years".
On March 29, 2019, the Enagás, S.A. General Shareholders' Meeting approved the second cycle of the Long-Term Incentive Plan aimed at executive directors and senior management of the Company and its Group. The objective of the Plan is to (i) encourage the sustainable achievement of the objectives of the Company's Strategic Plan, (ii) give the opportunity to share the creation of value with participants, (iii) foster a sense of belonging to the Company and shared destiny, (iv) be competitive, and (v) align with the requirements of institutional investors, proxy advisors, and best Corporate Governance practices and, especially, those resulting from the recommendations of the CNMV's new Good Governance Code.
The plan consists in an extraordinary mixed multi-year incentive which will permit the beneficiaries to receive, after a certain period of time, a bonus payable in (i) Enagás, S.A. shares and (ii) cash, provided that certain strategic objectives of the Enagás Group are met.
With respect to the portion payable in shares, a maximum of 501,946 shares are deliverable, all of which will come from the Enagás S.A.'s treasury shares. Furthermore, the beneficiaries of the plan are not guaranteed any minimum value for the assigned shares. The cash part of the plan is limited to an estimated payment of approximately 3.5 million euros should all the objectives be fully met.

This plan is aimed at persons who, due to their level of responsibility on their position in the Enagás Group, contribute decisively to achieving the Company's objectives. The Plan initially designated 48 beneficiaries, notwithstanding the possibility that new recruitments due to mobility or professional level changes may include new beneficiaries during the measurement period.
The objectives set for the evaluation of the achievement of the Plan consist of:
Regarding the measurement period, although it will occur during the period from January 1, 2019 to December 31, 2021, its settlement will take place on the following dates:
a) The beneficiary will receive 50% of the incentive within thirty (30) days following approval of the 2021 annual accounts by the General Shareholders' Meeting. This 50% will apply to the assets part of the incentive as well as the cash part of the incentive.
b) The beneficiary will receive the remaining 50% of the incentive once a period of one year has elapsed from the first payment date.
In this regard, and since the Regulation establishes the obligation for the beneficiaries to continue to provide their services to the Enagás Group until the first payment date in order to receive 50% of the incentive, and until the second payment date in order to receive the remaining 50%, the Enagás Group accrues the estimated fair value of the equity instruments granted taking account both of the target measurement period (January 1, 2019 to December 31, 2021) and the service conditions established for the period required to consolidate the remuneration.
The portion of said plan to be settled in Enagás, S.A. shares is considered a share-based transaction payable in equity instruments in accordance with IFRS 2 and, in keeping with said standard, the fair value of services received, as consideration for the equity instruments granted, is included in the Consolidated Income Statement at December 31, 2019, under "Personnel expenses" in the amount of 2,207 thousands of euros and a credit to "Other equity instruments" in the consolidated balance sheet at December 31, 2019.
For the valuation of this programme, the Enagás Group used the Monte-Carlo model, widely used in financial practice for the valuation of options, in order to include the effect of market conditions in the valuation of the equity instruments granted. The fair value of the equity instruments at the granting date is adjusted to include the market conditions relating to this plan. Likewise, the Company takes into account the fact that the dividends accrued during the plan period are not paid to the beneficiaries as they do not become shareholders of the Company until the effective delivery of the Company's shares. The breakdown and fair value of the shares at the granting date of the ILP of the Enagás Group are as follows:
| ILP 2019- 2021 |
|
|---|---|
| Total shares at the concession date (1) | 501,946 |
| Fair value of the equity instruments at the granting date (EUR) |
25.94 |
| Dividend yield | 4.77% |
| Expected volatility | 16.86% |
| Discount rate | 0.62% |
(1) This number of shares reflects the maximum number of shares to be delivered under the plan, and includes both the possibility of achieving the maximum degree of fulfilment of objectives established in the plan (125%), as well as the possibility that new hiring, staff mobility within the Group, or changes in professional levels, lead to the inclusion of new beneficiaries during the measurement period.
With respect to that part of the bonus payable in cash, the Enagás Group recognised the rendering of services corresponding to this plan as personnel expenses amounting to 705 thousands of euros with a credit to "Provisions" under non-current liabilities in the consolidated balance sheet at December 31, 2019. As in the case of the share-based payment plan component, the Enagás Group accrues the estimated fair value of the cash-settled amount over the term of the plan (January 1, 2019 to December 31, 2021) and the service conditions established for the period of time required for the consolidation of the remuneration.
.

The information included below as required by article 229 and subsequent of the Spanish Corporate Enterprises Act was prepared considering that they are companies with similar or complementary activities to those carried out by Enagás, that is, natural gas transmission, regasification, distribution, and commercialisation activities regulated by Law 31/1198 of the Hydrocarbons Sector.
As of December 31, 2019 and 2018, the Directors have reported that they do not hold any shares in the share capital of companies with the same, similar or complementary type of activity as the Enagás Group.
Positions held or duties performed by Group directors at companies whose corporate purpose is the same, similar or complementary disclosed to Enagás, S.A. at December 31, 2019 and 2018, are as follows:
| DIRECTOR | COMPANY | POSITIONS |
|---|---|---|
| 2019 | ||
| Marcelino Oreja Arburúa | Mibgas Derivatives, S.A. | Director |
| Marcelino Oreja Arburúa | Enagás Emprende, S.L.U. | Joint Director |
| Marcelino Oreja Arburúa | Enagás Services Solutions, S.L.U |
Joint Director |
| Marcelino Oreja Arburúa | Enagás Transporte del Norte, S.L. |
Chairman |
| Marcelino Oreja Arburúa | Enagás Renovable, S.L.U. | Joint Director |
| Marcelino Oreja Arburúa | Tallgrass Energy G.P. | Director |
| 2018 | ||
| Luis Javier Navarro Vigil | TLA, S. de R.L. de C.V. | Director |
| Luis Javier Navarro Vigil | TLA Servicios, S. de R.L. de C.V. |
Director |
| Marcelino Oreja Arburúa | Mibgas Derivatives, S.A. | Director |
| Marcelino Oreja Arburúa | Enagás Emprende, S.L.U. | Joint Director |
| Marcelino Oreja Arburúa | Enagás Services Solutions, S.L.U |
Joint Director |
| Marcelino Oreja Arburúa | Enagás Transporte del Norte, S.L. |
Chairman |
Activities for protection of the environment and biodiversity, energy efficiency, reduction in emissions, and the responsible consumption of resources are essential elements in the Enagás Group's environmental management to mitigate the impact of its activities.
The Group has integrated protection of the environment within its policy and strategic programmes via implementation of an Environmental Management System developed and certified by LLOYD'S, in accordance with the requisites of standard UNE EN ISO 14001, which guarantees compliance with applicable environmental legislation and continuous improvement of its environmental behaviour with respect to the activities it carries out in the LNG storage and regasification plants of Barcelona, Cartagena and Huelva, the underground storage facilities of Serrablo, Gaviota, and Yela, the basic gas pipeline network
There are no activities of the same, similar or complementary nature to those carried out by Enagás which are performed by its Board members, on their own behalf or on behalf of third parties, not included in the above section.
At 2019 year-end, neither the members of the Board of Directors of the Company nor any parties related to them, as defined in Article 229 of the Corporate Enterprises Act, had notified the remaining Board members of any conflicts of interest, direct or indirect, with those of the Company.
facilities, the Olmos headquarters, the Zaragoza laboratory, and management of development projects for new infrastructure.
In 2019, LLOYD'S, the accreditation agency, issued the corresponding audit reports on the Environmental Management System with a positive opinion, concluding that the system has a degree of development and maturity that ensures continuous improvement in this field.
The Enagás S.A. Group goes to continual lengths to identify, classify and minimise the environmental fallout from its activities and facilities, assessing risks and promoting eco-efficiency, practising responsible waste and residue management, minimising its carbon footprint and attempting to help combat climate change.
In addition, the Group incorporates environmental criteria in its relationship with suppliers and contractors, as well as in connection with decision-making with respect to the awarding of contracts for the rendering of services and products.

During 2019, environmental actions were carried out in the amount of 7,850 thousands of euros, recognised as investments under assets in the Balance Sheet (4,009 thousands of euros in 2018). The Company also assumed environmental expenses amounting to 4,565 thousands of euros in 2019, recognised under "Other operating expenses" (2,325 thousands of euros in 2018).
The Group has arranged sufficient civil liability insurance to meet any possible contingencies, compensation and other risks of an environmental nature which it might incur.
The Group did not benefit from any tax incentives during 2019 as a consequence of activities relating to the environment.
Some of the Enagás Group's facilities are included within the scope of Law 1/2005 of March 9, which regulates the commercial regime for greenhouse gas emission rights.
On November 15, 2013, the Council of Ministers approved the final assignation of free greenhouse gas emission rights to institutions subject to the greenhouse gas emission allowance trading regime for the period 2013-2020, amongst which the Enagás Transporte, S.A.U. facilities are included.
The rights assigned for 2019 and 2018 were measured at 24.98 euros/right and 7.57 euros/right, respectively, the spot price on the first working day of 2019 and 2018 of SENDECO2, Sistema Europeo de Negociación de CO2, a company engaged in the
purchase and sale of emission rights on its own account and in providing technical and administrative advice on industrial facilities subject to the Trade Directive (EU ETS). The rights consumed at the end of the year are taken to income, resulting in additions for the year of 1,249 thousands of euros and 630 thousands of euros, respectively.
In addition, in 2019 70,000 emission allowances were acquired for consideration for a total of 1,670 thousands of euros (no allowances were acquired for consideration in 2018).
The Enagás Group consumed 168,926 greenhouse gas emission rights during 2019 (163,070 rights during 2018).
The expense relating to emission allowances recognised in the income statement amounted to 1,601.5 thousands of euros, which is included under "Other Current Operating Expenses" (4 thousands of euros in 2018).
During 2019 the Enagás Group did not engage in any negotiations for future contracts relating to greenhouse gas emission rights, nor were there any contingencies relating to penalties or provisional cautionary measures in the terms established by Law 1/2005.

"Other operating expenses" includes the fees for audit and nonaudit services provided by the auditor of the Group, Ernst & Young, S.L., or by a company belonging to the same network or related to the auditor, broken down as follows:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Categories | Services rendered by the accounts auditor and related companies |
Services provided by other auditors of the Group |
Services rendered by the accounts auditor and related companies |
Services provided by other auditors of the Group |
|
| Audit services (1) | 1,051 | 486 | 1,012 | 169 | |
| Other assurance services (2) | 353 | - | 347 | - | |
| Total audit and related services | 1,404 | 486 | 1,359 | 169 | |
| Tax services | - | - | 20 | - | |
| Total other professional services | - | - | 20 | - | |
| Total professional services (3) | 1,404 | 486 | 1,379 | 169 |
(1) Audit services: This heading includes services rendered for the performance of statutory audits of the Group's annual accounts and the limited review work performed with respect to the Interim and Quarterly Consolidated Financial Statements as well as the Certification of the Internal Control over Financial Reporting (ICFR) System.
(2) Other audit-related assurance services: This heading includes the work relating to the Annual Corporate Governance Report, the review of non-financial information included in the Annual Report, the Audit Reports for issuing Comfort letters, as well as the issuing of Agreed-Upon Procedures in relation to the regulatory costs information sent to the CNMC on June 30, 2019.
(3) Law 22/2015 on the Audit of Accounts establishes that non-audit services provided by the auditor must be less than 70% of the average fees paid for audit services for three consecutive years. The amount of non-audit services rendered by the accounts auditors (Ernst & Young, S.L.) amounts to 34% of the audit service fees invoiced (23% for the Group).
• Segment reporting is structured based on the Group's various business lines as described in Note 1.1.
The Group identifies its operating segments based on internal reports relating to the companies comprising the Group which are regularly reviewed, discussed, and evaluated in the decision-making process.
Gas transmission: Represents the main activity, consisting in the delivery of gas via its transmission network, comprised of primary transmission pipelines (with maximum design pressure equal to or greater than 60 bars) and secondary transmission pipelines (with maximum design pressure ranging from 16 to 60 bars) up to the distribution points, as owner of most of the gas transmission network in Spain.
Regasification: The gas is transported from the producing countries in methane tankers at 160ºC below zero in its liquid state (LNG) and is unloaded at the regasification plants where it is stored in cryogenic tanks. At these facilities, via a physical process which normally makes use of seawater vaporizers, the temperature of the liquefied gas is increased until it is transformed into its gaseous state. The natural gas is injected into the gas pipelines for transmission to the whole peninsula.
Storage of gas: The Enagás Group operates the following underground storage facilities: Serrablo (located between Jaca and Sabiñánigo - Huesca), Gaviota (offshore storage, located close to Bermeo - Vizcaya), and Yela (Guadalajara).
Regulated activities - Activity of the Technical Manager of the System
The Enagás Group continued carrying out its functions as Technical Manager of the System in 2018 in compliance with Royal Decree 6/2000 of June 23 and Royal Decree 949/2001 of August 3, with a view to guaranteeing supply continuity and safety, as well as the correct coordination amongst the access, storage, transportation, and distribution points.
All non-regulated activities, as well as transactions related to investments in associates and joint ventures, except those corresponding to BBG, Saggas, MIBGAS and Iniciativas del Gas, S.L.
The above activities can be carried out by Enagás, S.A. itself or through companies with an identical or analogous corporate purpose in which it holds interest, provided they remain within the scope and limitations established by legislation applicable to the hydrocarbons sector. In accordance with said legislation, the activities related to transmission and technical management of the system which are of a regulated nature must be carried out by two subsidiaries entirely owned by Enagás, S.A. (Enagás Transporte, S.A.U. and Enagás GTS, S.A.U., respectively).
The structure of this information is designed as if each business line were an independent business, with its own resources,

| Infrastructures | Technical Management of the System |
Other activities | Adjustments (1) | Total Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| INCOME STATEMENT | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
| Operating income | 1,120,294 | 1,138,290 | 26,738 | 26,182 | 98,305 | 242,206 | (62,603) | (64,460) | 1,182,734 | 1,342,218 |
| Third parties | 1,109,773 | 1,128,147 | 24,500 | 23,976 | 34,189 | 177,655 | - | - | 1,168,462 | 1,329,778 |
| Group | 10,521 | 10,143 | 2,238 | 2,206 | 64,116 | 64,551 | (62,603) | (64,460) | 14,272 | 12,440 |
| Provisions for amortisation of fixed assets |
(248,778) | (241,497) | (6,162) | (6,696) | (19,576) | (60,844) | 10 | 228 | (274,506) | (308,809) |
| Operating profit | 582,557 | 588,330 | 2,670 | 1,704 | 72,131 | 99,946 | 44 | 1,051 | 657,402 | 691,031 |
| Financial income | 409 | 321 | 76 | 1 | 454,713 | 512,770 | (438,880) | (447,246) | 16,318 | 65,846 |
| Financial expenses | (25,011) | (37,231) | (164) | (178) | (115,486) | (142,435) | 6,881 | 25,187 | (133,780) | (154,657) |
| Income tax | (136,374) | (134,049) | (621) | (369) | 24,902 | 11,385 | (12) | (75) | (112,105) | (123,108) |
| Net profit | 424,264 | 416,377 | 1,961 | 1,158 | 428,359 | 446,174 | (431,966) | (421,083) | 422,618 | 442,626 |
(1) "Adjustments" includes the eliminations of inter-company transactions (rendering of services and credits granted).
The breakdown of operating income by segment, with the breakdown according to IFRS 15 of income from customer contracts for 2018, is as follows:
| NIIF 15 | Infrastructures | Technical Management of the System |
Other activities | Adjustments (1) | Total Group | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Operating income | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
| Operating income | 1,120,294 | 1,138,290 | 26,738 | 26,182 | 98,305 | 242,206 | (62,603) | (64,460) | 1,182,734 | 1,342,218 |
| Revenue from contracts with customers |
47,557 | 62,173 | 5 | 5 | 7,710 | 4,741 | - | - | 55,272 | 66,919 |
| Third parties | 33,070 | 39,050 | - | - | 2,124 | 640 | - | - | 35,194 | 39,690 |
| Group | 14,487 | 23,123 | 5 | 5 | 5,586 | 4,101 | - | - | 20,078 | 27,229 |
| Other | 1,072,737 | 1,076,117 | 26,733 | 26,177 | 90,595 | 237,465 | (62,603) | (64,460) | 1,127,462 | 1,275,299 |
| Third parties | 1,076,703 | 1,089,097 | 24,500 | 23,976 | 32,065 | 177,015 | - | - | 1,133,268 | 1,290,088 |
| Group | (3,966) | (12,980) | 2,233 | 2,201 | 58,530 | 60,450 | (62,603) | (64,460) | (5,806) | (14,789) |
(1) "Adjustments" includes the eliminations of inter-company transactions (rendering of services and credits granted).
| Infrastructures | Technical Management of the System |
Other activities | Adjustments (1) | Total Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| BALANCE SHEET | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
| Total assets | 5,517,802 | 5,517,489 | 99,114 | 85,567 | 7,505,796 | 8,407,901 | (4,278,488) | (4,484,756) 8,844,224 9,526,202 | ||
| Acquisition of fixed assets | 127,791 | 16,799 | 7,514 | 5,000 | 11,214 | 19,070 | - | (129) | 146,519 | 40,740 |
| Non-current liabilities (2) | 461,201 | 439,403 | (887) | (1,398) | 1,050 | 284,955 | (459) | (458) | 460,905 | 722,502 |
| - Deferred tax liabilities | 174,191 | 194,145 | (1,097) | (1,398) | (748) | 284,476 | (459) | (458) | 171,887 | 476,765 |
| - Provisions | 246,256 | 176,011 | 210 | - | 1,798 | 479 | - | - | 248,264 | 176,490 |
| - Other non-current liabilities |
40,754 | 69,247 | - | - | - | - | - | - | 40,754 | 69,247 |
| Current liabilities (2) | 300,919 | 496,674 | 85,270 | 64,213 | 53,185 | 73,583 | (226,981) | (430,201) | 212,393 | 204,269 |
| -Trade and other payables | 300,919 | 496,674 | 85,270 | 64,213 | 53,185 | 73,583 | (226,981) | (430,201) | 212,393 | 204,269 |
(1) "Adjustments" includes the eliminations of inter-company transactions (rendering of services and credits granted) as well as the elimination of Investments-Shareholders equity.
(2) Financial liabilities are not included.
The majority of companies in the Enagás Group operating outside Europe were consolidated under the equity method, with the corresponding expenses and income thus recognised under "Profit/ (loss) from investments consolidated under the equity method" in
the Consolidated Income Statement. In view of this, the information relating to geographical markets is based on net revenue.


The distribution of consolidated results for 2019 and 2018, broken down by geographical markets, is as follows:

As established in Order IET/2736/2015 of December 17: "From October 1, 2016, the quantity of working gas is zero." At December 31, 2015, the Enagás Group, as Technical Manager of the System, maintained control of approximately 755 GWh of working gas necessary for enabling operation of the gas system as established in the fifth additional provision to Order ITC/3863/2007 of December 28. This gas is not reflected in the financial statements as it is gas available for the System and therefore not owned by the Enagás Group.
Subsequent to the close of the financial year, on January 9, 2020, Circular 1/2020 was published, establishing the methodology for the remuneration of the Technical Manager of the System from 2020. Also, on the same date, Circular 2/2020 was published, establishing the regulations on natural gas balance sheets.
On January 13, 2020, the conditions precedent included in the purchase-sale contract for 10% of the stake in Senfluga to other partner signed in August 2019 were fulfilled. These conditions precedent were outstanding at 2019 year-end and, therefore, the Company had classified 10% as non-current assets held for sale. Thus, the Company made the aforementioned sale in mid-January 2020, for which it collected 3,310 thousands of euros.
In April 25, 2019, the governing bodies of the Company (the "Absorbing Company") and Compañía Transportista de Gas Canaria, S.A.U., (GASCAN, the "Absorbed Company"), formulated the Plan of Merger in compliance with the provisions of Article 30.1 of Law 3/2009 of April 3 on structural changes in corporations. This Merger Project was definitively registered at the Madrid Mercantile Registry on January 14, 2020, and has no impact at a consolidated level.
On January 20, 2020, as described in Note 3.3 a, Enagás filed a statement of claim, from which point the Peruvian State's response phase began, with May 2020 being the maximum deadline for completion of this phase.
Since January 1, 2020 until the date on which these Consolidated Annual Accounts were drawn up, no events have occurred that would significantly affect the profit (loss) of the Group or its equity.

These Consolidated Annual Accounts are a translation of financial statements originally issued in Spanish and prepared in accordance with International Financial Reporting Standards as adopted by the EU, in conformity with Regulation (EC) No. 1606/ 2002. In the event of a discrepancy, the Spanish-language version prevails.
These Consolidated Annual Accounts are presented on the basis of the regulatory financial reporting framework applicable to Enagás Group (Note 1.2). Certain accounting practices applied by the Group that conform with that regulatory framework may not conform with other generally accepted accounting principles and rules.
| Subsidiaries | Country | Activity | % stake and Voting Rights controlled by the Enagás Group |
Amount of Share Capital in functional currency |
|---|---|---|---|---|
| Enagás Transporte, S.A.U. | Spain | Regasification, storage, and transmission of gas. |
100.00% | 532,089,120 euros |
| Enagás GTS, S.A.U. | Spain | Technical Management of the Gas System. |
100.00% | 5,914,451 euros |
| Enagás Internacional, S.L.U. | Spain | Holding | 100.00% | 167,088,993 dollars |
| Enagás Financiaciones, S.A.U. | Spain | Financial management. | 100.00% | 890,000 euros |
| Enagás Transporte del Norte S.L. | Spain | Gas transmission. | 90.00% | 38,501,045 euros |
| Enagás Chile, S.P.A. | Chile | Holding | 100.00% | 383,530,442 dollars |
| Compañía Transportista de Gas Canarias S.A. |
Spain | Regasification and storage of gas | 100.00% | 1,825,000 euros |
| Enagás México, S.A. | Mexico | Holding | 100.00% | 3,342,486 dollars |
| Enagás Perú, S.A.C. | Peru | Holding | 100.00% | 4,173,447 dollars |
| Enagás USA, LLC | USA | Holding | 100.00% | 238,449,227 dollars |
| Infraestructuras de Gas, S.A. | Spain | Holding | 85.00% | 340,000 euros |
| Enagás Emprende, S.L.U. | Spain | Holding | 100.00% | 4,882,125 euros |
| Efficiency for LNG Applications, S.L. | Spain | Development of industrial projects and activities relating to LNG terminals. |
92.004% | 90,040 euros |
| Scale Gas Solutions, S.L. | Spain | Development and implementation of facilities for the supply of natural gas as fuel for vehicles, including its design, construction and maintenance. |
90.004% | 64,994 euros |
| Enagás Services Solutions, S.L. | Spain | Holding | 100.00% | 2,893,500 euros |
| Hydrogen to Gas S.L. | Spain | Development of industrial projects and activities to promote hydrogen production and transport infrastructures. |
60.00% | 74,750 euros |
| Sercomgas Gas Solutions | Spain | Provision of commercial services for the purpose of improving the daily operational management of gas shippers. |
84.00% | 88,536 euros |
| Bioengás Renovables | Spain | Development and integrated management of energy projects for the production of renewable gases from organic matter. |
92.50% | 144,000 euros |
| Enagás Renovable, S.L. | Spain | Development of projects to promote the role of renewable gases in the energy transition. |
100.00% | 36,000 euros |
| Smart Energy Assets, S.L. | Spain | Provision of improvement and efficiency services in the measurement of gas at the delivery points of the transmission network. |
87.50% | 135,000 euros |
| Roblasun 1, S.L. | Spain | Production of solar electric energy. | 100.00% | 3,000 euros |
| Roblasun 2, S.L. | Spain | Production of solar electric energy. | 100.00% | 3,000 euros |
| Roblasun 3, S.L. | Spain | Production of solar electric energy. | 100.00% | 3,000 euros |
| Roblasun 4, S.L. | Spain | Production of solar electric energy. | 100.00% | 3,000 euros |
| Roblasun 5, S.L. | Spain | Production of solar electric energy. | 100.00% | 3,000 euros |
| Roblasun 6, S.L. | Spain | Production of solar electric energy. | 100.00% | 3,000 euros |
| Cierzosun 1 S.L.U. | Spain | Production of solar electric energy | 100.00% | 3,000 euros |
| Cierzosun 2 S.L.U. | Spain | Production of solar electric energy | 100.00% | 3,000 euros |
| Cierzosun 3 S.L.U. | Spain | Production of solar electric energy | 100.00% | 3,000 euros |
| Cierzosun 4 S.L.U. | Spain | Production of solar electric energy | 100.00% | 3,000 euros |
| Windmusel 1 S.L.U. | Spain | Production of wind electric energy. | 100.00% | 3,000 euros |
| Windmusel 2 S.L.U. | Spain | Production of wind electric energy. | 100.00% | 3,000 euros |
| Windmusel 3 S.L.U. | Spain | Production of wind electric energy. | 100.00% | 3,000 euros |
| Enagás Intern. USA, S.L.U. | Spain | Holding | 100.00% | 35,426,143 dollars |

| Thousands of euros (1) | Net carrying amount in functional currency |
|||||||
|---|---|---|---|---|---|---|---|---|
| Company Country |
Activity | % | % of voting rights controlled by the Enagás Group. |
Net carrying amount |
Dividends received |
Thousands of euros |
Thousands of dollars |
|
| Joint operations | ||||||||
| Gasoducto Al- Ándalus, S.A. | Spain | Gas transmission | 66.96% | 66.96% | 6,084 | 14,170 | 6,084 | - |
| Gasoducto de Extremadura, S.A. |
Spain | Gas transmission | 51.00% | 51.00% | 2,332 | 6,501 | 2,332 | - |
| Joint ventures | ||||||||
| Bahía de Bizkaia Gas, S.L. | Spain | Storage and regasification |
50.00% | 50.00% | 54,884 | 12,500 | 54,884 | - |
| Subgrupo Altamira LNG, C.V. (3) |
Netherlands/Mexico | Holding/Regasification | 40.00% | 40.00% | 46,878 | 3,861 | - | 52,423 |
| Gasoducto de Morelos, S.A.P.I. de C.V. |
Mexico | Gas transmission | 50.00% | 50.00% | 14,576 | - | - | 18,284 |
| Morelos EPC, S.A.P.I. de C.V. | Mexico | Engineering and construction |
50.00% | 50.00% | (616) | 1,485 | - | 4 |
| EC Soto La Marina SAPI de CV | Mexico | Natural gas compression | 50.00% | 50.00% | 8,389 | - | - | 8,436 |
| Compañía Operadora de Gas del Amazonas, S.A.C. |
Peru | Operation and maintenance |
51.00% | 51.00% | 20,605 | 1,262 | - | 23,995 |
| Tecgas, Inc. | Canada | Holding | 51.00% | 51.00% | 1,120 | - | - | 1,191 |
| EC Soto la Marina O&M SAPI de CV |
Mexico | Operation and maintenance |
50.00% | 50.00% | 1 | - | - | 2 |
| Morelos O&M, S.A.P.I de CV | Mexico | Operation and maintenance |
50.00% | 50.00% | 128 | - | - | 139 |
| Iniciativas de Gas, S.L. (4) | Spain | Holding | 60.00% | 60.00% | 46,648 | - | 46,648 | - |
| Planta de Regasificación de Sagunto, S.A. (4) |
Spain | Storage and regasification |
72.50% | 72.50% | 1,500 | 25,848 | 1,500 | - |
| Gas to Move Transport Solutions, S.L. |
Spain | Industrial projects and activities relating to LNG terminals |
69.22% | 69.22% | 2,792 | - | 2,792 | - |
| Senfluga Energy Infraestructure sub-group |
Greece | Holding | 20.00% | 20.00% | 33,105 | - | 37,951 | - |
| Axent Inf. Tel., S.A. | Spain | Operation of Radio and TV Telecommunications Network. |
49.00% | 49.00% | 2,408 | - | 2,408 | - |
| Vira Gas Imaging, S.L. | Spain | Development and commercialisation of technological activities |
40.00% | 40.00% | 259 | - | 259 | - |
| GNL Quintero, S.A. | Chile | LNG reception, unloading, storage and regasification |
45.40% | 45.40% | 867,658 | 14,649 | 998,128 | - |
| Associates | ||||||||
| Transportadora de gas del Perú, S.A. |
Peru | Gas transmission | 28.94% | 28.94% | 487,285 | 59,798 | - | 629,276 |
| Prairie Group | USA | Holding group with a stake in Tallgrass Energy LP (Oil & Gas transmission and extraction) |
28.42% | 28.42% | 712,401 | - | - | 802,070 |
| Trans Adriatic Pipeline, A.G. (2 and 3) |
Switzerland | Gas transmission | 16.00% | 16.00% | 206,014 | - | 237,562 | - |
| Seab Power Ltd. | United Kingdom | Development and commercialisation of systems to transform waste into energy |
12.75% | 12.75% | 252 | - | 252 | - |
| Mibgas Derivatives, S.A. | Spain | Operation of the (organised) gas market |
28.34% | 28.34% | 142 | - | 142 | - |
| Mibgas, S.A. | Spain | Operation of the (organised) gas market |
13.34% | 13.34% | 417 | - | 417 | - |
(1) For those companies whose local currency is different to that of the Group, the euro (Note 1.3), the "net carrying amount" of the financial investment is shown in historic euros and includes the capitalised acquisition costs. The euros corresponding to "dividends received" are translated at the exchange rate corresponding to the transaction date.
(2) This company has three permanent establishments in Greece, Italy, and Albania.
(3) Both companies are owned together with other international industrial partners. Their activity consists in the development and operation of infrastructure projects, such as the regasification plant already operational in Altamira and the TAP project (declared Project of Common Interest by the European Union).
(4) Iniciativas de Gas, S.L. and Infraestructuras de Gas, S.L. each hold a 50% stake in Planta de Regasificación de Sagunto Gas, S.A. Both companies are in turn affiliates of the Enagás Group, which holds a 60% stake and an 85% stake in them, respectively. Thus, the indirect interest held by the Enagás Group in Planta de Regasificación de Sagunto Gas, S.A. amounts to 72.5%. The dividend distribution is carried out by Planta de Regasificación de Sagunto Gas, S.A.

| Thousands of euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Figures for affiliate (1)(2) | |||||||||||
| Company | Assets | Equity | Liabilities | ||||||||
| Short-term | Long-term | Short-term | |||||||||
| Long term |
Cash and cash equivalents |
Remaini ng short term assets |
Other results |
Remaining equity |
Financial liabilities |
Remainin g liabilities |
Financial liabilities |
Remaini ng liabilities |
|||
| Gasoducto Al-Ándalus, S.A. | 7,922 | 13,281 | 2,474 | - | 20,323 | - | - | - | 3,354 | ||
| Gasoducto de Extremadura, S.A. | 3,698 | 7,439 | 2,653 | - | 11,384 | - | - | - | 2,406 | ||
| Bahía de Bizkaia Gas, S.L. | 210,219 | 38,892 | 9,168 | (5,644) | 74,614 | 138,147 | 25,816 | 14,833 | 10,513 | ||
| Subgrupo Altamira LNG, C.V. | 305,240 | 11,058 | 7,483 | (29) | 188,180 | 50,890 | 57,337 | 17,619 | 9,783 | ||
| Gasoducto de Morelos, S.A.P.I. de C.V. |
250,177 | 10,733 | 12,984 | (4,079) | 34,846 | 127,113 | 28,219 | 7,816 | 79,980 | ||
| Morelos EPC, S.A.P.I. de C.V. | - | 318 | 18 | - | 173 | - | - | - | 163 | ||
| GNL Quintero, S.A. | 1,690,547 | 412,678 | 21,904 | (41,455) | 842,005 | 983,545 | 281,107 | 18,922 | 41,006 | ||
| EC Soto La Marina SAPI de CV | 76,577 | 3,029 | 3,295 | - | 23,940 | - | 2,053 | 56,155 | 754 | ||
| Transportadora de gas del Perú, S.A. |
2,403,726 | 100,432 | 77,257 | - | 1,216,300 | 785,394 | 495,012 | 16,507 | 68,201 | ||
| Trans Adriatic Pipeline, A.G. | 4,295,271 | 29,250 | 50,744 | (89,713) | 1,118,562 | 2,891,118 | 244,071 | - | 211,227 | ||
| Compañía Operadora de Gas del Amazonas, S.A.C. |
54,415 | 11,304 | 20,564 | - | 28,229 | - | 7,279 | - | 50,775 | ||
| Tecgas, Inc. | - | 40 | - | - | 40 | - | - | - | - | ||
| EC Soto la Marina O&M SAPI de CV | 2,220 | 418 | 30 | - | 276 | 2,180 | - | - | 212 | ||
| Morelos O&M, S.A.P.I de CV | 42 | 394 | 183 | - | 416 | - | - | - | 202 | ||
| Iniciativas de Gas, S.L. | 976 | 525 | - | - | 1,495 | - | - | - | 6 | ||
| Planta de Regasificación de Sagunto, S.A. |
388,300 | 40,700 | 16,614 | (4,221) | 163,913 | 204,414 | 52,878 | 24,142 | 4,489 | ||
| Mibgas, S.A. | 776 | 1,732 | 33,613 | - | 3,347 | - | - | 31,715 | 1,059 | ||
| Gas to Move Transport Solutions, S.L. |
3,621 | (213) | 1,830 | - | 1,311 | 787 | 690 | - | 2,450 | ||
| Axent Inf. Tel., S.A. | 5,069 | 295 | 1,446 | - | 2,637 | 1,828 | - | 1,083 | 1,262 | ||
| Prairie Group | 2,887,200 | 291,432 | 4,519 | - | 2,205,231 | 965,157 | - | - | 12,763 | ||
| Tallgrass Group | 8,955,269 | 8,369 | 343,753 | - | 5,809,277 | 3,065,582 | 22,494 | - | 410,037 | ||
| SEAB Power Ltd. | 2,259 | - | 331 | - | 2,151 | 130 | - | 309 | - |
(1) Data provided as though companies were 100% invested, in accordance with IFRS.
(2) For those companies whose local currency is different to the Group's functional currency, the euro (Note 1.3), the balance sheet figures were translated at the exchange rate prevailing at the closing date.

| Thousands of euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Figures for affiliate (1)(2) | |||||||||||
| Company | Income statement | ||||||||||
| Revenue | Amortisation | Interest income |
Interest expense |
Income tax | Other expenses and income |
Net profit /(loss) |
|||||
| Gasoducto Al- Ándalus, S.A. | 35,790 | (7,251) | - | (0) | (5,245) | (7,559) | 15,734 | ||||
| Gasoducto de Extremadura, S.A. | 24,255 | (3,185) | - | (0) | (3,764) | (6,022) | 11,285 | ||||
| Bahía de Bizkaia Gas, S.L. | 62,176 | (15,399) | 151 | (7,923) | (10,055) | (17,285) | 11,666 | ||||
| Subgrupo Altamira LNG, C.V. | 66,970 | (15,417) | 3,792 | (4,840) | (11,834) | (12,939) | 25,733 | ||||
| Gasoducto de Morelos, S.A.P.I. de C.V. | 38,204 | (13,148) | - | (11,607) | (4,023) | (2,497) | 6,929 | ||||
| Morelos EPC, S.A.P.I. de C.V. | - | - | - | - | - | (5,022) | (5,022) | ||||
| EC Soto La Marina S.A.P.I. de C.V. | 12,163 | (4,724) | 59 | (2,786) | 618 | (2,775) | 2,555 | ||||
| EC Soto La Marina EPC S.A.P.I. de C.V. | - | - | - | - | - | - | - | ||||
| Transportadora de gas del Perú, S.A. | 622,742 | (156,662) | 2,367 | (61,409) | (72,828) | (182,027) | 152,184 | ||||
| Trans Adriatic Pipeline, A.G. | - | (984) | 475 | (1,313) | (45) | (37,414) | (39,281) | ||||
| Compañía Operadora de Gas del Amazonas, S.A.C. |
145,067 | (680) | 54 | (27) | (1,122) | (140,529) | 2,764 | ||||
| Tecgas, Inc. | - | - | - | - | - | N.D. | N.D. | ||||
| EC Soto la Marina O&M S.A.P.I. de C.V. | 2,060 | - | 0 | (0) | (46) | (1,962) | 52 | ||||
| Morelos O&M, S.A.P.I de C.V. | 1,732 | (15) | - | - | (28) | (1,624) | 66 | ||||
| GNL Quintero | 188,658 | (56,714) | 8,096 | (46,607) | (12,178) | (48,270) | 32,985 | ||||
| Senfluga Energy Infraestructure subgroup | 838,547 | 139,468 | 80,786 | (4,829) | 492,584 | 422,382 | 44,025 | ||||
| Prairie Group | - | - | 2,909 | (60,541) | - | (238) | (57,870) | ||||
| Tallgrass Energy LP | 598,282 | (188,226) | - | (108,907) | 24,589 | 21,360 | 347,099 | ||||
| Iniciativas de Gas, S.L. | - | - | - | - | - | (72) | (72) | ||||
| Planta de Regasificación de Sagunto, S.A. | 74,880 | (29,453) | 376 | (10,139) | (4,986) | (15,733) | 14,946 | ||||
| Mibgas, S.A. | 4,113 | (45) | - | - | (117) | (3,801) | 150 | ||||
| Gas to Move Transport Solutions, S.L. | 4,457 | (161) | - | (38) | 582 | (6,586) | (1,746) | ||||
| Vira Gas Imaging | 431 | - | - | - | 11 | (475) | (34) | ||||
| Axent Inf. Tel., S.A. | 786 | (173) | 2 | (79) | - | (1,494) | (959) | ||||
| SEAB Power Ltd. | 241 | - | - | - | - | (230) | 11 |
(1) Data provided as though companies were 100% invested, in accordance with IFRS.
(2) For those companies whose local currency is different to the Group's functional currency, the euro (Note 1.3), the income statement figures were translated at the average exchange rate for the reporting period.

| Thousands of euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Figures for affiliate (1)(2) | |||||||||||
| Company | Assets | Equity | Liabilities | ||||||||
| Short-term | Long-term | Short-term | |||||||||
| Long term |
Cash and cash equivalents |
Remaini ng short term assets |
Other results |
Remaining equity |
Financial liabilities |
Remainin g liabilities |
Financial liabilities |
Remaini ng liabilities |
|||
| Gasoducto Al- Ándalus, S.A. | 15,390 | 27,873 | 2,131 | - | 32,539 | - | - | 8,160 | 4,695 | ||
| Gasoducto de Extremadura, S.A. | 6,978 | 14,111 | 837 | - | 15,846 | - | - | 3,600 | 2,480 | ||
| Bahía de Bizkaia Gas, S.L. | 237,117 | 36,438 | 11,612 | (4,435) | 91,686 | 150,395 | 26,963 | 15,036 | 5,522 | ||
| Subgrupo Altamira LNG, C.V. | 301,747 | 6,365 | 8,294 | 389 | 174,402 | 44,597 | 64,001 | 25,605 | 7,412 | ||
| Gasoducto de Morelos, S.A.P.I. de C.V. |
260,085 | 15,486 | 15,247 | (718) | 29,484 | 132,061 | 40,432 | 2,689 | 86,871 | ||
| Morelos EPC, S.A.P.I. de C.V. | 519 | 7,470 | 926 | - | 8,130 | - | - | - | 785 | ||
| EC Soto La Marina SAPI de CV | 75,105 | 2,971 | 3,232 | - | 23,480 | - | 2,013 | 55,076 | 739 | ||
| EC Soto La Marina EPC SAPI de CV | - | 190 | 1,085 | - | 1,270 | - | - | - | 6 | ||
| Transportadora de gas del Perú, S.A. |
2,471,162 | 146,381 | 76,361 | - | 1,246,011 | 898,857 | 455,684 | 8,594 | 84,757 | ||
| Trans Adriatic Pipeline, A.G. | 3,790,726 | 43,509 | 64,855 | 623 | 997,551 | 2,537,397 | 106,164 | 48,300 | 209,055 | ||
| Compañía Operadora de Gas del Amazonas, S.A.C. |
35,494 | 10,882 | 19,805 | - | 28,885 | - | 7,615 | - | 29,681 | ||
| Tecgas, Inc. | - | 43 | - | - | 43 | - | - | - | - | ||
| EC Soto la Marina O&M SAPI de CV | 2,728 | 3 | 388 | - | 219 | 2,707 | - | - | 193 | ||
| Morelos O&M, S.A.P.I de CV | 101 | 316 | 138 | - | 322 | - | - | - | 234 | ||
| Iniciativas de Gas, S.L. | 986 | 606 | - | - | 1,585 | - | - | - | 7 | ||
| Planta de Regasificación de Sagunto, S.A. |
423,775 | 45,932 | 32,757 | (5,323) | 184,685 | 229,919 | 58,206 | 24,577 | 10,399 | ||
| Mibgas, S.A. | 776 | 1,732 | 33,613 | - | 3,347 | - | - | 31,714 | 1,060 | ||
| Gas to Move Transport Solutions, S.L. |
347 | 22 | 286 | - | (42) | 350 | - | - | 347 | ||
| Senfluga Energy Infraestructure sub-group |
851,382 | 225,408 | 101,719 | - | 505,811 | 452,695 | 44,022 | 96,546 | 79,436 | ||
| Axent Inf. Tel., S.A. | 1,584 | 2,447 | 366 | - | 2,165 | 1,559 | - | 19 | 654 |
(1) Data provided as though companies were 100% invested, in accordance with IFRS.
(2) For those companies whose local currency is different to the Group's functional currency, the euro (Note 1.3), the income statement figures were translated at the average exchange rate for the reporting period.

| Thousands of euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Figures for affiliate (1)(2) | |||||||||||
| Company | Income statement | ||||||||||
| Revenue | Amortisation | Interest income |
Interest expense |
Income tax | Other expenses and income |
Net profit /(loss) |
|||||
| Gasoducto Al- Ándalus, S.A. | 39,052 | (7,251) | - | (11) | (6,810) | (4,652) | 20,328 | ||||
| Gasoducto de Extremadura, S.A. | 25,993 | (3,185) | - | (9) | (4,218) | (6,019) | 12,562 | ||||
| Bahía de Bizkaia Gas, S.L. | 55,627 | (15,399) | 153 | (8,725) | (3,402) | (16,685) | 11,570 | ||||
| Subgrupo Altamira LNG, C.V. | 64,345 | (12,783) | - | (4,530) | (11,921) | (11,273) | 23,838 | ||||
| Gasoducto de Morelos, S.A.P.I. de C.V. | 35,553 | (12,608) | - | 1,574 | 3,853 | (24,911) | 3,461 | ||||
| Morelos EPC, S.A.P.I. de C.V. | 8,961 | - | - | - | (689) | (7,583) | 688 | ||||
| EC Soto La Marina S.A.P.I. de C.V. | 11,054 | (4,249) | 47 | (2,902) | 906 | 836 | 5,693 | ||||
| EC Soto La Marina EPC S.A.P.I. de C.V. | 53 | - | - | (13) | - | 3,400 | 3,440 | ||||
| Transportadora de gas del Perú, S.A. | 585,172 | (143,645) | 2,505 | (58,281) | (67,545) | (170,604) | 147,602 | ||||
| Trans Adriatic Pipeline, A.G. | - | 556 | 302 | (840) | (890) | 18,797 | 17,925 | ||||
| Compañía Operadora de Gas del Amazonas, S.A.C. |
110,712 | (2,119) | 37 | (27) | (887) | (106,458) | 1,258 | ||||
| Tecgas, Inc. | - | - | - | - | - | N.D. | N.D. | ||||
| EC Soto la Marina O&M S.A.P.I. de C.V. | 1,822 | - | - | (8) | (30) | (1,727) | 56 | ||||
| Morelos O&M, S.A.P.I de C.V. | 1,801 | (13) | - | - | (24) | (1,676) | 89 | ||||
| Iniciativas de Gas, S.L. | - | - | - | - | - | (26) | (26) | ||||
| Planta de Regasificación de Sagunto, S.A. | 69,943 | (30,705) | 424 | (11,545) | (3,025) | (16,623) | 8,469 | ||||
| Mibgas, S.A. | 4,113 | (45) | - | - | (117) | (3,801) | 150 | ||||
| Gas to Move Transport Solutions, S.L. | 224 | (2) | - | - | 146 | (805) | (437) | ||||
| Senfluga Energy Infraestructure sub-group | - | - | - | - | - | (6,652) | (6,652) | ||||
| Axent Inf. Tel., S.A. | 282 | (29) | - | (50) | - | (538) | (335) |
(1) Data provided as though companies were 100% invested, in accordance with IFRS.
(2) For those companies whose local currency is different to the Group's functional currency, the euro (Note 1.3), the income statement figures were translated at the average exchange rate for the reporting period.

The general remuneration framework applicable from 2002, based on the Hydrocarbons Law 34/1998 of October 7, and later developments of said law, was updated subsequent to the promulgation of Law 18/2014 of October 15, on approving urgent measures for growth, competitiveness, and efficiency.
The basic principles of this new framework, which is applied to the remuneration period in force until 2020, are as follows:
• The principle of economic and financial sustainability of the gas system is established as a guiding principle for actions conducted by Public Administrations and other subjects participating in the gas system. By virtue of said principle, any regulatory measure with respect to the sector which involves an increased cost for the gas system or a reduction of income must incorporate an equivalent reduction in other cost items or an equivalent increase in income which ensures equilibrium in the system. In this manner, the possibility of deficits accumulating is definitively eliminated.
This principle of economic and financial sustainability must be understood in such a manner that income collected in connection with the use of the facilities can cover the totality of costs generated by the system. The regulated remuneration methodologies in the natural gas sector consider the necessary costs for a company to manage its activities well and efficiently in accordance with the principle for performing its activities at the lowest cost for the system.
This principle is reinforced with the establishment of restrictions relating to the appearance of temporary annual imbalances, establishing a rebalancing mechanism via the obligation for automatic reviews of the corresponding tolls and royalties if certain limits are exceeded. The thresholds introduced allow for deviations deriving from one-off circumstances or volatility affecting gas demand which, as such, may be reversed in the following period without the need to modify the tolls and royalties, while guaranteeing that mismatch levels that could place the system's financial stability at risk cannot be reached.
• Regulatory periods of six years are fixed to establish the remuneration of regulated activities, providing regulatory stability for said activities.
The first regulatory period terminates on December 31, 2020. From January 1, 2021, the subsequent consecutive regulatory periods will each last six years.
The remuneration system for transmission, regasification, and storage facilities was established under harmonised principles adapting the net carrying amount of the asset as a basis for calculating the remuneration on the investment. It also incorporates a variable remuneration based on the transmitted, regasified or stored gas, and the type of asset, with elimination of any procedure for automatic revision of values and remunerative parameters based on price indices.
The methodology on which the current remuneration framework is based, is the following:
• Remuneration is comprised of a fixed portion for availability (RA) of the facility and a variable portion for supply continuity (RCS).
The fixed portion for availability (RA) includes operation and maintenance costs for each year, amortisation and financial remuneration calculated by applying the annual net value of the investment and the financial remuneration rate determined for each regulatory period.
Inclusion of the variable portion for supply continuity (RSC) in the remuneration for the facilities balances income and system costs by linking part of said costs to the changes in demand. This portion is based on the total changes in domestic consumption of natural gas, excluding supply through satellite plants, of regasified gas and the change in the useful gas stored.
Once the regulatory useful life of the facilities has elapsed, and in those cases in which the asset remains operational, the operating and maintenance costs are established as fixed remuneration, increased by a coefficient based on the number of years by which the facility exceeds the regulatory useful life, not accruing any amounts as investment remuneration.
This cost is determined individually for each of the assets in production. This parameter compensates the investment and operating costs of the assets used for operating in the gas system.
b.1.1. Remuneration for investment costs is comprised of the following:
• Value of assets recognised. The amounts recognised for assets in the previous regulatory framework are maintained. For facilities commissioned before 2002, the corresponding amounts are calculated based on the carrying amounts of the assets once the accounting restatement of 1996 is taken into account (Royal Decree-Law 7/1996), less grants received for the purpose of financing said assets, applying a restatement coefficient comprised of the adjusted average Consumer Price Index (CPI) and Industrial Price Index (IPRI) to this difference.
For the new facilities commissioned from 2002, the standard value of each investment as established by the regulator is used, while for those which require expansion, the real cost is used.
Given that there are no standard values for investments in underground storage facilities, they are also measured at real cost.
Transmission facilities commissioned from 2008 are measured by taking the average of the standard value and real cost.
Regasification facilities commissioned from 2006 are measured at real cost plus 50% of the difference between the standard value and said real cost, up to a maximum of the standard value.
• Remuneration for amortisation of system assets. The value of the resulting amount recognised for the investment is amortised applying a rate corresponding to its useful life, obtaining the related income in this manner.
The new framework maintains the useful lives of the assets except for gas pipelines, which are attributed a useful life of 40 years for all facilities, regardless of when they were commissioned.
• Financial remuneration of the amount invested. This item is calculated by applying a financial remuneration rate to the net carrying amounts of the assets without restatement. During the first regulatory period, the remuneration rate for assets relating to transmission, regasification, and basic storage with a right to remuneration on account of the gas system will be the average of the returns generated by the ten-year government bonds in the secondary market amongst titleholders of unsegregated accounts with respect to the previous 24 months preceding the regulation becoming effective, increased by a spread of 50 basis points. The financial remuneration rate for the regulatory period was set at 5.09% (ratified by Law 8/2015, of May 21).
• Remuneration for fully amortised assets. Once the regulatory useful life of each fixed asset finalises, if the asset is still in use, the remuneration accrued for said facility corresponding to remuneration for investment, amortisation, and financial remuneration will be nil. In contrast, remuneration for operation and maintenance of the asset "i" each year "n" will be increased. In this manner, the value recognised will be the amount corresponding to it multiplied by a coefficient for increasing its useful life, μin.
b.1.2. The remuneration for operating costs of the transmission and regasification assets is calculated by applying the operating unit costs of operation and maintenance in force, regardless of the startup date of the fixed asset. For underground storage assets and for others for which the application of a singular system is determined, operating costs are calculated based on the actual costs audited.
Remuneration for continuity of supply (RCS) is calculated as a whole for each of the activities: transmission, regasification, and underground storage.
The remuneration for this item in a year "n" is calculated in all cases from the remuneration of the previous year, "n-1", multiplied by an efficiency factor (it is fixed at a value of 0.97 for the first regulatory period) and the variation in demand (excluding the supply through satellite plants in the facilities of the gas transmission pipeline network, considering the variation in total gas demand issued by all the regasification plants of the gas system and considering the variation of useful gas stored at November 1 of the corresponding year in storage facilities).
Remuneration for continuity of supply which results for each activity in year "n" will be divided amongst each of the facilities "i" which remain in operation, based on a coefficient, αi, which results from dividing the replacement cost of facility "i" by the sum of the replacement costs for all facilities. This replacement cost is calculated based on the prevailing unit investment costs, except for singular facilities and underground storage, for which the investment value will be used.
It is determined on the basis of the kWh actually regasified as well as those loaded into LNG tanks in each period and the variable unit value of regasification in the period considered increased for each plant and service, for the assets that have exceeded the regulatory useful life, by their corresponding useful life extension coefficients. These useful life extension coefficients are set in the orders published at the end of each year for the following year.
For the LNG vessel loading services from regasification plants or cooling down vessels, a cost is recognised identical to the variable cost of truck loading. For ship-to-ship transfer the cost is 80% of said value.
Income from this activity is calculated annually based on the accredited cost for each year and is meant to repay the obligations of Enagás GTS, S.A.U. as Technical Manager of the System, which includes coordinating the development, operation, and maintenance of the transmission network, supervising the safety of natural gas supply (storage levels and emergency plans), carrying out plans for future development of gas infrastructure, and controlling third-party access to the network.
The fee assigned to the Technical Manager of the System for 2019 to be collected from companies that own regasification, transmission, storage, and natural gas distribution facilities as a percentage of billing for tolls and royalties relating to third-party network access rights amounts to 0.8%. This fee is paid into the CNMC account held for this purpose by said companies in instalments, as established in the settlement procedure.
The previous percentage over billing is calculated based on the result of applying maximum tolls and royalties to the amounts invoiced, without deducting possible discounts which may have been agreed upon by the owners and users of the facilities.
Without prejudice to the above, provisional remuneration recognised for the activity of the Technical Manager of the System in 2019 in accordance with Order TEC/1367/2018, of December 20, amounts to 24,490 thousands of euros.
The revenues collected from the application of tolls for third party access to gas facilities are exclusively used to support the remuneration of regulated activities for gas supply. As gas system revenues are used to finance all gas system costs, they must be sufficient to meet the full costs of the gas system.
The tolls and royalties are established so that their setting responds as a whole to the following principles:
In addition, tolls and royalties will take into account the costs incurred by the use of the network in a way that optimizes the use of infrastructures and can be differentiated by pressure levels, consumption characteristics and duration of contracts.
In the same way as for the other years since the current regulatory period came into force, by 2019 the same pre-tax amounts of tolls and royalties for the use of network facilities have been applied for the basic network for secondary transmission and distribution of natural gas that were set in Order IET/2446/2013, of December 27. This means that the tolls will remain at the same values from 2014.
The billing and collection of the remuneration of regulated activities are subject to the settlement procedure established through Ministerial Order ECO/2692/2002, of October 28, which regulates procedures for the settlement of the remuneration of regulated activities and establishes the information system that companies must present.
It is understood that there are annual mismatches between revenues and costs of the gas system if the difference between

income and the payable costs of a financial year results in a negative amount.
Law 18/2014, of October 15, establishes the principle of economic and financial sustainability in the gas system. In accordance with this principle, revenues from the system will be used exclusively to sustain own remuneration of the regulated activities concerning the supply of gas and, furthermore, the revenues must be sufficient to satisfy all of the costs incurred by the gas system. In addition, in order to ensure economic sufficiency and avoid the appearance of new deficits ex ante, all regulatory measures relating to the gas system which involve an increase in costs for the system or a reduction of income must incorporate an equivalent reduction in other cost items or an equivalent increase in income which ensures equilibrium for the system.
In addition, the current remuneration framework establishes a specific methodology for resolving temporary imbalances between revenues and costs of the system, with a series of measures aimed at definitively ending the deficit of the gas system, such as:
The accumulated deficit of the gas system at December 31, 2014 during the fifteen years following the date of approval of the final settlement of that financial year, recognising an interest rate in conditions equivalent to those of the market. And the temporary imbalances between income and expenses resulting for 2015 during the following five years, also recognising an interest rate in conditions equivalent to those of the market.
These imbalances amounted to 27.2 million euros, 90 million euros and 24.8 million euros in the years 2015, 2016 and 2017, respectively. Interest rates of 0.836% for 2015, 0.716% for 2016 and 0.923% for 2017 are applied in calculating the yearly amounts for these imbalances, as set forth in Order TEC/1367/2018.
If the annual mismatch between revenues and recognised remuneration is positive, the amount will be used to settle the outstanding annual payments relating to prior-year mismatches. This amount will be applied first to the temporary imbalances between revenues and costs of the system and then to those annual payments relating to the accumulated deficit of the gas system at December 31, 2014.
In turn, Article 9 of Order TEC/1367/2018, of December 20, establishes priority for the existence of various temporary imbalances with balances pending amortisation. In particular, it is established, on the one hand, that early repayment shall apply firstly to those with an associated higher interest rate and, on the other hand, that the distribution of the early repayment amongst rights-holders shall be proportional to the amount of the right they hold. In this sense, and given that in 2018 the annual mismatch between income and remuneration resulted in a surplus of +30.9 million euros, the collection rights that were pending receipt due to the mismatch in 2017 (19,376,795.57 euros) and in 2015 (10,276,070.02 euros) are fully amortised, and the mismatch in 2016 (1,226,467.74 euros) is partially amortised.
In 2019, the basis for determining the framework of the gas system applicable during the 2021-2026 regulatory period will be established.
The process begins with the publication in the Official State Gazette - BOE of RD-Law 1/2019 on urgent measures to adapt the CNMC's powers, where the basic legislation of the electricity and gas sectors is modified in order to perform a distribution of powers between the Government and the CNMC to adapt them to the requirements of EU law.
In this distribution of powers, the CNMC receives the transfer of all powers related to:
Furthermore, the Ministry will be responsible for:
In order to guarantee the proper functioning of both institutions, a Cooperation Committee is created between the Ministry and the CNMC, a transitional regime is established to ensure an orderly transfer of functions and to avoid affecting the legal security of the parties operating in the sectors, and the bases for the next gas and electricity remuneration period are developed.
The CNMC, within the scope of its regulatory powers, must take into account the strategic priorities established by the Government, which are embodied in energy policy guidelines adopted by order of the head of MITECO.
In these energy policy guidelines the government:

whole system or that are strategic for meeting energy policy objectives.
To comply with RDL 1/2019, the CNMC has established a schedule for the publication of circulars to be developed throughout 2019.
As regards remuneration, the CNMC must publish the following circulars to update, for the second regulatory period, the current remuneration model, as well as the system of access tolls for each of the services provided by the facility, given the infrastructures involved in the provision of each service:
In the operational field, it shall publish the following circulars with the aim of encouraging and facilitating competition, promoting greater use of gas infrastructure, harmonising, simplifying and establishing a transparent and competitive mechanism for the allocation and use of capacity, making the operations of agents more flexible and resolving situations of congestion at regasification plants, as well as contemplating measures to regularise the physical imbalance of LNG at regasification plants and in underground storage:
In accordance with the aforementioned adequacy of powers between the Government and the Regulator, the CNMC published, at the end of 2019, Circular 9/2019 establishing the remuneration system for transmission and regasification activities. The proposed methodology opts to maintain the principles established in the current regulatory framework, defined in Law 18/2014, adapting them to current gas market conditions, while establishing an orderly and progressive transition between the two remuneration frameworks.
The basic principles maintained in the new remuneration framework are as follows:
From a methodological perspective, the following aspects are maintained in the new framework:
What has disappeared for the second regulatory period is the midterm review of remuneration parameters.
The new methodology shares many components with the current one, but also has new ones as well as calculation particularities in existing components.
In accordance with the Report justifying Circular 9/2019 of December 12, of the CNMC, it is estimated that if demand during the period 2021-2026 remains similar to that expected for 2019, the average annual economic impact during the period 2021-2026 of the methodology proposed in the Circular would be an average annual reduction of approximately 117 million euros on the remuneration resulting from maintaining the current methodology, 11 million euros for regasification activity (3% reduction compared to 2019) and 106 million euros for transmission activity (14% reduction compared to 2019).
One of the most significant novelties, although it has practically no material impact, is that in order to allow the temporary coordination of remuneration with the methodology of tolls and royalties, in accordance with the European Commission Regulation the remuneration is now calculated per gas year.
The gas year for which the remuneration of the installations is determined runs from October 1 of year "n-1" to September 30 of year "n", both inclusive, with the exception of 2021 which starts on January 1, 2021.
The remuneration accrued in one year for gas by each company that owns natural gas transmission facilities and liquefied natural gas plants will be the result of adding up the following remuneration components for each of its facilities:


• Remuneration for investment in facilities with cross-border impacts resulting from the application of Article 12 of Regulation (EU) No 347/2013, (RIIT).
Each of these components is presented below:
It is determined for each of the assets in production entitled to individual remuneration and is intended to provide remuneration for investment costs. Investment remuneration includes amortisation, financial remuneration and remuneration for minimum gas filling, which remain practically the same as in the current framework, and remuneration based on the gas vehicle.
Remuneration for investment costs is comprised of the following:
• Value of assets recognised. The values recognised in the current framework for assets brought into operation are maintained. For facilities commissioned before 2002, the corresponding amounts are calculated based on the carrying amounts of the assets once the accounting restatement of 1996 is taken into account (Royal Decree-Law 7/1996), less grants received for the purpose of financing said assets, applying a restatement coefficient comprised of the adjusted average Consumer Price Index (CPI) and Industrial Price Index (IPRI) to this difference.
For the new facilities commissioned from 2002, the standard value of each investment as established by the regulator is used, while for those which require expansion, the real cost is used.
Transmission facilities commissioned from 2008 are measured by taking the average of the standard value and real cost.
Regasification facilities commissioned from 2006 are measured at real cost plus 50% of the difference between the standard value and said real cost, up to a maximum of the standard value.
The new framework does present a novelty for the regasification facilities to be launched from 2020 as they will be valued as transmission facilities. That is, at the average cost between the standard value and the actual cost, without limiting it to the standard cost.
The resulting value is reduced by the amounts transferred and financed by third parties, 90% of the amounts obtained from the sale of dismantled equipment and the subsidies received (90% if they come from the European Union).
• Remuneration for amortisation of system assets (A). The value of the resulting amount recognised for the investment is amortised applying a rate corresponding to its useful life, obtaining the related income in this manner.
In the new framework, the useful lives of the assets in the current framework are maintained, except for the secondary pumps of the regasification plants (which go from 20 to 10 years). In addition, for new facilities, the remuneration for amortisation starts to accrue from the date of commissioning of the facility. This is different from the current framework, as the accrual for transmission facilities started on January 1 of the year following start-up. The remuneration is accrued until the facility is depreciated.
Depreciation is calculated for the facilities of the trunk network and regasification plants commissioned prior to January 1, 2021 and for primary transmission pipelines of local influence with administrative authorisation prior to January 1, 2021.
• Financial remuneration of the amount invested (FR). It is calculated by applying a financial remuneration rate to the net carrying amounts of the assets without restatement and accrues until the net value is zero.
From the second regulatory period onwards, the remuneration rate on the transmission and regasification assets is no longer indexed to the State's Obligations, but is established on the basis of the average WACC capital cost of the transmission and regasification activity. For the second period, the rate was established in Circular 2/2019 and was set at 5.44%.
The financial remuneration is calculated for facilities with individualised remuneration with the right to remuneration by amortisation and begins to accrue from the same date as the latter.
For facilities awarded by competition, the unit remuneration (ROC) is that offered by the company awarded the contract.
For facilities awarded directly (RUM), the unit remuneration is the average remuneration calculated as the sum of the amortisation and financial remuneration during the useful life of the project divided by the sum of the annual gas volumes foreseen by the owner of the facility when the economic justification of the project was presented for award. For these facilities, given that the remuneration risk is greater than for the trunk facilities, the financial remuneration rate is increased by a differential provisionally set at 0.39%, resulting in a rate of 5.83%.
The RGV remuneration is accrued until the present value of the sum of the recognised annual remuneration, discounted at the previous remuneration rate, is at the present value of the recognised investment.
For transmission and regasification assets to which the standard unit costs apply, the remuneration for operation and maintenance is calculated by applying the reference unit costs of operation and maintenance in force, regardless of the date of commissioning of the fixed asset (COMVU).
For one-off assets, costs are calculated on the basis of actual audited costs (COMsing).
Apart from the above costs, other costs not included in the unit reference values (OCOM) are also recognised and will be recognised on the basis of their audited cost. These costs include:
• Direct and indirect capitalised operating expenses. When the capitalised expenses exceed 250,000 euros, they will be

recognised with amortisation and financial remuneration based on their audited investment value, considering a useful life of 2 years. In these cases, the accrual will occur from January 1 of the year following their commissioning. Capitalised expenses below this limit will be recognised as an expense for the year up to the limit established by the CNMC.
Under this item, facilities that are at the end of their useful life (REVU) are remunerated, as are the transitional remuneration for continuity of supply (RCS), the remuneration for efficiency in operating and maintenance costs (RMP) and the remuneration for incentives to reduce losses (IM) and promote gas in maritime and land transport. The items included are the following:
This remuneration is applicable to the Musel plant whose authorisation processing is currently suspended and corresponds to a transitional remuneration sum of the financial remuneration calculated on the standard investment value and the actual audited operation and maintenance costs.
It also applies to regasification plants with a unique and temporary financial regime such as the provision of LNG logistics services, in accordance with Article 60.7 of Law 18/2014, which will be defined by the CNMC in due course.
This item is aimed at remunerating any costs that a carrier may incur as a result of the cross-border distribution of investment costs for a project of common European interest, as established in Article 12 of Regulation (EU) 347/2013 of the European Parliament and of the Council, of April 17, 2013.
Pipelines which affect reverse flow capacities or change the capacity to transport gas across the borders of the Member States concerned by at least 10% compared to the situation prior to the project is put into service may, in the case of natural gas, be considered as a project of common interest as set out in Appendix II to this Regulation. In the case of storage of natural gas, liquefied natural gas (LNG) or compressed natural gas (CNG), they will be considered as a project of common interest when the project is intended for the direct or indirect supply of at least two Member States or for compliance with the infrastructure standard (n-1) at regional level, in accordance with European Regulation 2017/1938 on Security of Supply.
For the purpose of incorporating a principle of financial prudence required of the holders of transmission assets and liquefied natural gas plants, a penalty is established for companies whose ratios are outside the recommended value ranges set forth in the CNMC Communication 1/2019.
Accordingly, a company's annual remuneration in calendar year n could be reduced by up to 10% if the overall ratio defined in that communication, calculated on the basis of the financial statements for year n-2, is less than 0.9. However, this penalty would not be applicable until 2024, based on the 2022 financial statements.
Currently, the Royal Decree establishing the methodology for the remuneration of underground storage is pending processing and approval, although it is expected that the framework to be established will be very similar to that established in Circular 9/2019 for transport and regasification activities, with the particularity that the investments and operation and maintenance costs in storage facilities are to date unique.
In accordance with the adequacy of powers between the Government and the Regulator, the CNMC published, at the

beginning of 2020, Circular 1/2020, establishing the methodology for the remuneration of the Technical Manager of the System.
This establishes a methodology that allows the remuneration of the GTS to be set on the basis of known criteria and parameters, thus giving the remuneration framework the transparency, security and visibility in the medium-term that it lacked.
The Circular establishes regulatory periods of 3 years for the GTS, as opposed to 6 years for transmission and regasification activities.
The new remuneration methodology is based on the following principles:
The methodology takes into account that the activity of the GTS requires few assets, basically in software and applications, that its costs correspond mainly to personnel and external services costs, and that its activity is strongly conditioned by European regulations and projects, in a changing and evolving environment, to which it must continuously adapt.
The remuneration is the sum of a basic remuneration (Bret), an incentive remuneration (RxInc), a remuneration for new obligations (CR) and a remuneration (D) for the difference, positive or negative, between the amounts received by the technical manager of the system for the application of the quota for the financing of the remuneration and the annual remuneration to be established for year n and for the difference between the estimate of the incentive remuneration term and the amount resulting from the level of compliance with it (the National Commission on Markets and Competition will determine by resolution the level of compliance with the incentives for year n)
The basic remuneration is made up of:
Remuneration for incentives that can be up to +- 5% of the basic remuneration, depending on the incentive mechanism established by the CNMC for each regulatory period. However, for the regulatory period 2021-2023 the limits are set at +-2%.
The remuneration for new obligations is established on the basis of a regulatory account, the balance of which is established for each regulatory period, divided by 3, for each of the years of the regulatory period. For the regulatory period 2021-2023, the regulatory account is 5 million euros.
Thus, for the regulatory period 2021-2023, the basic remuneration is set at 25.007 million euros and the remuneration of the regulatory account at 1.667 million euros.
By 2020, the remuneration of the GTS will be equal to the basic remuneration.
As in the current framework, the remuneration of the GTS will be recovered through the application of a fee, calculated as a percentage of the turnover from tolls and royalties.
The main regulatory developments applicable to the gas sector, approved in the course of 2019, were the following:
Directive (EU) 2019/692 of the European Parliament and of the Council, of April 17, 2019, amending Directive 2009/73/EC concerning common rules for the internal market in natural gas.
Decision (EU) 2019/504 of the European Parliament and of the Council of March 19, 2019 amending Directive 2012/27/EU on energy efficiency and Regulation (EU) 2018/1999 on the governance of the Energy Union and on Climate Action, following the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the Union.
Regulation (EU) 2019/942 of the European Parliament and of the Council of June 5, 2019 establishing an Agency for the Cooperation of Energy Regulators.
Regulation (EU) 2019/943 of the European Parliament and of the Council of June 5, 2019 concerning the internal market in electricity.
Directive (EU) 2019/944 of the European Parliament and of the Council of June 5, 2019 concerning common standards for the internal market in electricity and amending Directive 2012/27/EU.
Regulation (EU) 2019/941 of the European Parliament and of the Council of June 5, 2019 on risk preparedness in the electricity sector and repealing Directive 2005/89/EC.
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Communication from the Commission to the European Parliament, the European Council, the Council, the European Economic and Social Committee and the Committee of the Regions. December 11, 2019. The European Green Pact.
Recommendation No 02/2019 of the Agency of the European Union for the Cooperation of Energy Regulators of November 19, 2019 on the regulatory response to future challenges posed by developments in the internal gas market.
Opinion No 10/2019 of the European Union Agency for the Cooperation of Energy Regulators of March 25, 2019 on the recommendations of ENTSOG concerning the coordination of technical cooperation between the European Union and third country TSO's.
Opinion No 22/2019 of the Agency of the European Union for the Cooperation of Energy Regulators of December 17, 2019 on the calculation of CO2 emission limit values referred to in the first subparagraph of Article 22(4) of Regulation (EU) 2019/943 of June 5, 2019 on the internal market in electricity (recast).
Royal Decree-Law 1/2019, of January 11, on urgent measures to adapt the powers of the National Commission on Markets and Competition to the requirements arising from community law in relation to Directives 2009/72/EC and 2009/73/EC of the European Parliament and of the Council, of July 13, 2009, concerning common standards for the internal market in electricity and natural gas.
Order TEC/406/2019, of April 5, establishing energy policy guidelines for the National Commission on Markets and Competition.
Communication 1/2019, of October 23, of the National Commission on Markets and Competition, defining ratios for assessing the level of indebtedness and the economic-financial capacity of companies carrying out regulated activities, and their recommended value ranges.
Circular 2/2019, of November 12 of the National Commission on Markets and Competition, establishing the methodology for calculating the financial remuneration rate for power transmission and distribution, and natural gas regasification, transmission and distribution.
Circular 8/2019, of December 12, of the National Commission on Markets and Competition, establishing the methodology and conditions for access and capacity allocation in the natural gas system.
Circular 9/2019, of December 12, of the National Commission on Markets and Competition, establishing the methodology for determining the remuneration of natural gas transport facilities and liquefied natural gas plants.
Order TEC/1259/2019, of December 20, establishing the remuneration of basic underground storage activity and the tolls and royalties associated with third party access to gas facilities for the year 2020.
Resolution of March 22, 2019 of the Directorate General of Energy Policy and Mines, publishing the natural gas tariff of last resort.
Resolution of November 6, 2019, of the State Secretariat for Energy, publishing the Agreement of the Council of Ministers of October 31, 2019, which ends the hibernation of the "Castor" underground storage facilities, agreeing to their dismantling and ordering the sealing and definitive abandonment of the wells.
Resolution of December 18, 2019, of the National Commission on Markets and Competition, which establishes remuneration for the year 2020 of the companies that carry out the regulated activities of liquefied natural gas plants, transmission and distribution.
Resolution of December 18, 2019, of the National Commission on Markets and Competition, which provisionally establishes the remuneration of the system's technical manager and the share of financing for the financial year 2020.
Resolution of December 23, 2019, of the Directorate General of Energy Policy and Mines, publishing the natural gas tariff of last resort.
Circular 1/2020 of January 9 of the National Commission on Markets and Competition establishing the methodology for the remuneration of the technical manager of the gas system.
Circular 2/2020 of January 9 of the National Commission on Markets and Competition establishing the standards for natural gas balance.
Order TEC/819/2019, of July 24, which disqualifies Solstar Limited from carrying out natural gas marketing activities.
Order TEC/878/2019, of August 1, which disqualifies Gasela GmbH from engaging in natural gas marketing activities.
Resolution of February 4, 2019, of the Directorate General of Energy Policy and Mines, publishing the assigned and available capacity in basic underground natural gas storage facilities for the period April 1, 2019 to March 31, 2020.
Resolution of February 15, 2019 of the Directorate General of Energy Policy and Mines, amending various regulations of the management of the gas system and detail protocols.
Resolution of June 5, 2019 of the Directorate General of Energy Policy and Mines, amending the resolution of July 25, 2006, regulating the conditions of allocation and the procedure for application of interruptibility in the gas system.

| CHAIRMAN | CHIEF EXECUTIVE OFFICER | |||||
|---|---|---|---|---|---|---|
| (Signed the original in Spanish) | (Signed the original in Spanish) | |||||
| Mr. Antonio Llardén Carratalá | Mr. Marcellno Oreja Arburúa | |||||
| CONSULTANT | ||||||
| (Signed the original in Spanish) | (Signed the original in Spanish) | |||||
| Socledad Estatal de Participaciones Industriales-SEPI (Represented by Mr. Bartolomé Lora Toro) |
Mr. Antonio Hernández Mancha | |||||
| (Signed the original in Spanish) | (Signed the original In Spanish) | |||||
| Ms. Patricia Urbez Sanz | Ms. Ana Palacio Vallelersundi | |||||
| (Signed the original in Spanish) | (Signed the original in Spanish) | |||||
| Mr. Martí Parellada Sabata | Mr. Santlago Ferrer Costa | |||||
| (Signed the original in Spanish) | (Signed the original in Spanish) | |||||
| Mr. Luis García del Río | Ms. Rosa Rodríguez Diaz | |||||
| (Signed the original in Spanish) | (Signed the original in Spanish) | |||||
| Mr. Gonzalo Solana González | Ms. Isabel Tocino Biscarolasaga | |||||
| (Signed the original in Spanish) | ||||||
| Mr. Ignacio Grangel Vicente |

Innovation transition for the energy

About our Consolidated Management Report 3
Interview with the Executive Chairman 4
Main figures 7 Our contribution to the SDG 8
Our aims and activities 12 Geographies 15
Operating context 18 Strategic priorities 20 Meeting 2019 objectives 22 Risk management 23
Sustainability strategy 29 Renewable gases 30 Natural gas for mobility 32 Corporate entrepreneurship and open innovation 33 Digital transformation 34 Technological innovation 35
Materiality and Sustainable Management Model 38 Good Governance 42 People 49 Ethics and integrity 58 Financial and operational excellence 63 Health and safety 70 Natural capital management 76 Climate change and energy efficiency 82 Local communities 92 Supply chain 97 Affiliate management 100 Respect for Human Rights 104 Ranking on indices and certifications 107
Non-financial and diversity reporting requirements (Law 11/2018) 118 Self-assessment of adoption of integrated reporting principles and elements 123 Index of contents according to the EFQM Model 127 Index of contents according to the ODS 129 GRI Standards content index 130 External verification report 139 Contents of the Global Compact 141 Contact 142


About our Consolidated Management Report CONSOLIDATED MANAGEMENT
model Enagás in 2019 Interview with the Executive
Strategy Our commitment to the energy transition
Creation of value for our stakeholders Key indicators Appendices 1 2 3 4 5 6 ANNUAL
Chairman
[GRI 102-1, GRI 102-5, GRI 102-50]
The Consolidated Management Report includes the non-financial information statement and complies with the requirements of Directive 2014/95/UE on non-financial information and diversity, as well as with associated Spanish legislation (Law 11/2018) and has been prepared by the Board of Directors on February 17, 2020. [GRI 102-32]
The following standards and principles were used in preparing this 2019 Annual Report:

EFQM model criteria, in which Enagás maintains its +500 certification.
CONSOLIDATED ANNUAL ACCOUNTS
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CORPORATE GOVERNANCE REPORT
Elements of the EFR model (Family Responsible Company).
The scope of this report includes the information on 2019 financial year of the Enagás Group (hereinafter 'Enagás'). The following criteria have been applied to the information reported herein:
For further details on the scope of the financial information, refer to the 'Annual Accounts', section 1.3 'Basis of consolidation'.
In 2019, Enagás implemented an internal control system over non-financial information that covers representative indicators of the areas of sustainability (environmental, social and governance). In addition, this system has been externally reviewed through Agreed-Upon Procedures.

Enagás in 2019 Interview with the Executive
Chairman
model Strategy Our 2
1
commitment to the energy transition stakeholders 3 4
Creation of value for our Key indicators 5 ANNUAL 6
Our business Annual Report 2019
[GRI 102-14]

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Appendices
It has been a very intense year, with several historical milestones for the company. We entered the United States through a strategic operation and successfully carried out a capital increase. Furthermore, in line with our commitment to ecological transition, we have created a new subsidiary, 'EnaGasRenovable', to continue developing green hydrogen and biomethane projects, which will be key energy vectors in a carbon neutral future.
All this in a year that has ended with a new stable regulatory framework for the next six years, which encourages and supports the objectives of the energy transition.
2019 has also been characterised by a significant growth in demand and, in this context, I would like to highlight the maximum operational efficiency with which the infrastructures of the Spanish Gas System have operated during the year.
Enagás in 2019 Interview with the Executive
Chairman
Strategy Our
model
commitment to the energy transition
Creation of value for our stakeholders Key indicators 1 2 3 4 5 ANNUAL Appendices 6
Our business Annual Report 2019
About our Consolidated Management Report
A year later, and on the back of thirteen years in a row, we can proudly say that we have met, and even exceeded, all the goals set.
We have made a net profit of 422.6 million euros, which is a result of two factors: our effective and efficient management of the Spanish Gas System —together with the country's good economic progress— and the contribution of our affiliates, who have contributed 162 million to the company's EBITDA.
The 500 million euros capital increase we carried out in December to finance part of the operation in the United States was very significant, maintaining a prudent leverage position. Our priority for the capital increase has been to maintain the profitability and dividend of our shareholders.
We are very satisfied with this operation, which was signed in record time and exceeded the total number of new shares several times, all of which is testament to the market's confidence in the company and its international growth strategy. In addition, it has strengthened Enagás' shareholder base, with SEPI maintaining its 5% stake, and the entry of Pontegadea, also with 5%.
We are in a very strong financial position: we have a very low cost of debt of 2.1%, 80% of the debt is at a fixed rate and we do not have significant maturities until 2022.
The stock market year has been turbulent in general for all companies and for the market, and complex for our sector given the uncertainties generated by the new regulations. However, since the CNMC published the final circulars, Enagás' share performance has been very positive.
Once again, and for the thirteenth year in a row, we have met and even exceeded all the objectives set and we are maintaining our dividend policy until 2023
Even after the capital increase, the company had the best stock market performance after an operation of this nature —in ABB (Accelerated Book-Building) format and over 500 million euros— in the history of Spain.
Shareholder remuneration is one of our strategic priorities. In 2019, we increased our dividend by 5% again, as we pledged, and we are of course maintaining the dividend policy that we established until 2023.
From 2024 to 2026, we are committed to maintaining a sustainable dividend of 1.74 euros per share.
Our entry into the United States through the investment in Tallgrass Energy has been the largest international operation in the history of Enagás, in a midstream company like ours and with top-level partners like Blackstone. It will also make it possible to strengthen the sustainability of our dividend in the medium and long-term.
It has been carried out in two phases throughout 2019 and aligns perfectly with the two objectives of Enagás' strategy: firstly, to maintain maximum effectiveness, efficiency and safety in the operation and management of the Spanish Gas System and, secondly, given that the LNG market is a global one, to take advantage of our knowledge and experience in Spain to continue growing as a company, maintaining and increasing employment and retaining the trust of our stakeholders.
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In 2019, we have also continued to invest in the Trans Adriatic Pipeline (TAP) project, a key project in Europe's energy development, which is already 92% complete and is scheduled to come into commercial operation in 2020.
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This year the demand for gas in Spain has broken records and has grown by 14% to 398 TWh, the highest figure since 2010, mainly due to extraordinarily high demand for natural gas for power generation and higher industrial consumption.
Specifically, the demand for gas for electricity generation has increased by 80% compared to 2018, due to the greater participation of natural gas in the thermal gap with coal and the low level of hydraulic generation this year. This has contributed to a 25% reduction in CO2 emissions from the electric mix compared to the previous year.
In a context of ecological transition, these figures highlight the important role played by natural gas in reducing emissions, guaranteeing supply and as a backup for renewable energies at times of record demand.
Enagás is one of the leading companies in sustainability. What would be the highlights of your strategy in this area?
Sustainability is one of our strategic priorities, and has been part of the company's objectives for years. Our Sustainability
Interview with the Executive Consolidated Management
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model Enagás in 2019
Strategy Our commitment to the energy transition
Creation of value for our stakeholders Key indicators 1 2 3 4 5 ANNUAL
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Our business Annual Report 2019
Strategy, aligned with the UN's 2030 Agenda and its Sustainable Development Goals, outlines our main areas of work: promoting the role of natural gas in a low-carbon economy, the development of renewable gases and hydrogen, energy efficiency and emissions reduction, as well as people and culture.
Right now, the big challenge for all of us is to contribute to the climate emergency and at Enagás we have a clear goal: to be carbon neutral by 2050. To do this, we made a technical plan with welldefined objectives, specific technical measures and very rigorous measurement processes. As a result, between 2014 and 2018 we have reduced our CO2 emissions by almost half and continue to set ourselves goals in the medium-term, with the ultimate goal of becoming carbon neutral by 2050.
In addition, we have committed to various initiatives that establish climate action commitments and emission reduction targets aligned with 1.5ºC scenarios.
All this work is reflected in Enagás' good positioning in the leading sustainability indexes. In 2019 our company was recognised as a global leader in its sector in the Dow Jones Sustainability Index (DJSI) for the fourth consecutive year, with the Gold Class distinction for our sustainability performance. We have also been included in the A List of 'CDP Climate Change', with the highest rating in our sector.
We are totally committed to decarbonisation and have a relevant role to play. According to data from the 'Integrated National Energy and Climate Plan', gas is expected to increase its weight in the energy mix by 2030, due to its irreplaceable role in industry, its capacity to reduce emissions and improve air quality, and its role as a backup for renewables.
The Gas System has operated with maximum efficiency, in a year in which gas demand has broken records and grown by 14%
Looking to the future, we know that renewable gases will play a fundamental role, because they make it possible to decarbonise even those sectors that cannot be electrified. Furthermore, existing gas infrastructure can be used for transport and storage, which is already prepared for this purpose and will be key to ensuring that the energy transition takes place at the lowest possible cost.
At Enagás, we are working on these technologies from our new subsidiary EnaGasRenovable and we estimate that we will invest around 300 million euros in green hydrogen, biogas and biomethane projects by 2026.
People and corporate culture are key to a company like Enagás, as our greatest asset is the experience and knowledge of our professionals.
The priority for us in this area has always been to offer stable and quality employment, enhancing well-being, motivation and talent retention, and ensuring diversity and equal opportunities.
In 2019 we have positioned ourselves among the '100 Best Companies to Work For', a ranking published by Actualidad Económica a few months ago, and more recently we have again received the Top Employers seal. In addition, in 2019 we have been awarded the maximum qualification, 'level A of Excellence' in worklife balance as a 'Family-Responsible Company' (EFR).
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Moreover, our efforts to promote diversity led us to be positioned among the top 100 companies worldwide in the Equileap 2019 gender equality ranking, and to remain on the Bloomberg Gender Equality Index in 2020.
I'd like to say that this Annual Report, which has been approved by the Enagás Board of Directors, represents the renewal of our commitment to the ten principles of the Global Compact, and at the same time, reflects our contribution to achieving the United Nations Sustainable Development Goals. [GRI 102-32]
It has been a year with many milestones and challenges for Enagás, which has showcased the ability of all the company's professionals to work as a team, with very positive results. I would like to thank the more than 1,300 people who work at Enagás for their hard work and daily efforts to continue making Enagás grow and create value for all our stakeholders.
Also a thank you to all the members of our Board of Directors, for their commitment and involvement in the development of our strategy and in the management for the good running of the company.
And thanks, of course, to all our shareholders, on my behalf and on behalf of the Board of Directors. Continuing to create value in a sustainable way for you and continuing to count on your trust and support is a priority for us and for all of Enagás.

model Enagás in 2019
Interview with the Executive Chairman
Strategy Our commitment to the energy transition
value for our stakeholders Key indicators Appendices 1 2 3 4 5 6 ANNUAL
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Creation of
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(1) Estimated impacts on our business model pending completion of the transaction.
(2) The capital invested in international subsidiaries includes: the investments made in the Spanish subsidiaries BBG and Saggas, the planned investment in Trans Adriatic Pipeline until its start-up and the planned investment in the second phase of Tallgrass.
It does not include the investment made in Gasoducto Sur Peruano.
(3) On January 9, 2020, Fitch placed Enagás' credit rating at BBB+ with a stable outlook.

model Enagás in 2019
Interview with the Executive Chairman
Strategy Our commitment to the energy transition
Key indicators Appendices 1 2 3 4 5 6 ANNUAL
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Our business Annual Report 2019
Enagás, as a leading company in sustainability, is committed to the achievement of the Sustainable Development Goals, which represent the Agenda for Humanity 2030 and which address several fundamental human rights.
Creation of value for our stakeholders
At Enagás, we have identified and prioritised the Sustainable Development Goals to which we contribute directly, both through our key business activities and our Sustainability Strategy (see the 'Our Commitment to the energy transition' chapter):
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Targets linked to variable remuneration, commitments and degree of progress
Ensure access to affordable, reliable, sustainable and modern energy for all

We work on new energy solutions for a low-carbon economy, such as renewable gases: biomethane and hydrogen. We also work on energy efficiency and emissions reduction, promoting natural gas in transport.
Targets. We have set targets for investment in the development of renewable gases and reduction of emissions linked to the variable remuneration of our professionals (see the 'Strategy/Targets linked to variable remuneration' chapter). We have also set ambitious long-term emission reduction targets that constitute our path to carbon neutrality in line with the European Union's commitment (see
Build resilient infrastructure, promote sustainable industrialization and foster innovation

Our aim is to improve the competitiveness of the countries in which we operate, and contribute to the energy transition and decarbonisation process by developing and managing energy infrastructures.
Take urgent measures to combat climate change and its impacts

Energy efficiency is a key area for Enagás. We continue to work and set targets for reducing emissions and energy intensity at each of our facilities.
Degree of progress and impact. The energy efficiency measures implemented in recent years have not only enabled us to halve our carbon footprint, but we have also contributed to the reduction of emissions by third parties:
the 'Climate change and energy efficiency' chapter).
› The replacement of coal by natural gas in the electric mix made it possible to reduce CO2 emissions by 25% in 2019, equivalent to 14 million tCO2 avoided into the atmosphere.
› The use of LNG in vessels makes it possible to reduce CO2 emissions by 18%. Within the framework of the LNGasHIVE project (see the 'Our commitment to the energy transition' chapter ), it is estimated that 2 million tCO2 will be avoided in 2030 and 10 million tCO2 in 2050.
Moreover, Enagás promotes the development of renewable gases, which will contribute to the total decarbonisation of all these uses (see the ' Our commitment to the energy transition' chapter).
| CONSOLIDATED MANAGEMENT REPORT |
About our Consolidated Management Report |
Interview with the Executive Chairman |
Enagás in 2019 |
1 Our business model |
2 Strategy |
3 Our commitment to the energy transition |
4 Creation of value for our stakeholders |
5 Key indicators |
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| Our contribution | Targets linked to variable remuneration, commitments and degree of progress |
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| Achieving gender equality and empower all women and girls |
We promote projects to identify and develop talent in women, which has gradually allowed the company to increase the presence of women in its workforce and in management positions. |
Targets. We have set targets to increase the presence of women on the Board of Directors, in Management and among staff, linked to the variable remuneration of our professionals (see the 'Strategy/ Targets linked to variable remuneration' chapter). |
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| We also have clear commitments to people and diversity, which are reflected in our Human Capital Management policy and our diversity guidelines. |
Promote inclusive and sustainable economic growth, employment and decent work for all

We believe people and culture play a key role in allowing us to meet our targets. In this sense, we are focused on attracting and retaining the best talent, and creating working environments that enable us to continue to transform ourselves and bring about creative solutions in order to form part of a more sustainable future.
Likewise, with our management models we contribute to the achievement of other SDG such as:
As a result of Enagás' commitment to achieving the SDG, the company conducts awareness campaigns on the subject and includes the SDG in several of its face-to-face training courses for professionals (Sustainability and Value Chain courses).
In the chapter 'Creation of value for our stakeholders', best practices that are aligned with the SDG mentioned here are included.
Enagás carries out SDG awareness campaigns and includes SDG in several of its face-to-face training courses for its professionals
'People' chapter).
Degree of progress and impact. Our progress in these areas is reflected in the gradual increase in the percentage of women at different levels of the organisation (see the 'Good Governance' and 'People' chapters), as well as in the recognition obtained both in terms of gender equality and work-life balance, diversity and talent management (see the

in 2019 Our business model
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in 2019 Our business model
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11
Our aim is to improve the competitiveness of the countries in which we operate, and contribute to the energy transition and decarbonisation process by developing and managing energy infrastructures
value for our stakeholders 4 Key

About our Consolidated Management CONSOLIDATED MANAGEMENT
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in 2019 Our business model
1 Strategy 2 Our commitment to the energy transition 3 Creation of
4 Key indicators 5 Appendices 6
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Interview with the Executive Chairman
| Enagás is founded | Enagás is listed on the stock exchange |
Acquisition of the Gaviota underground storage facility and 40% of the BBG Plant (Bilbao). |
International acquisition of the GNL Quintero plant (Chile). Certification as European TSO. |
International acquisitions: TGP (Peru) and TAP (Europe). |
Acquisitions: increased share in TGP (Peru), Saggas (Spain) and Quintero (Chile). |
International acquisition of DESFA. Sale of stake in Swedegas. |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1972 | 2002 | 2010 | 2012 | 2014 | 2016 | 2018 | |||||||
| 2000 | 2009 | 2011 | 2013 | 2015 | 2017 | 2019 | |||||||
| Enagás is appointed as Technical Manager of Spanish Gas System |
Enagás is named the sole transporter for the primary gas transmission trunk network. |
First international acquisition: TLA Altamira plant (Mexico). |
Acquisition of Naturgas. |
Acquisitions: increased share in TGP (Peru) and Swedegas (Europe). |
Acquisitions: Increased share in Coga (Peru). |
International acquisition of Tallgrass Energy LP (USA). [GRI 102-10] |
value for our stakeholders
Our aim is to improve the competitiveness of the countries in which we operate, and contribute to the energy transition and decarbonisation process by developing and managing energy infrastructures.
Enagás, a midstream company with almost 50 years of experience and independent European TSO (Transmission System Operator), is an international reference in the development and maintenance of gas infrastructure and in the operation and management of gas networks. [GRI 102-2]
Gas infrastructures are a core element in the energy transition towards decarbonisation. In addition, natural gas is of great importance for improving competitiveness, as it allows for the introduction of efficient industrial technologies which improve the intensity of energy usage and competitiveness in the industry, generating direct and indirect employment.
Enagás provides its experience to offer new energy solutions that contribute to a low-carbon economy: biogas/biomethane and hydrogen (see the 'Our commitment to the energy transition/ Renewable gases' chapter).
Gas infrastructures are a core element in the energy transition towards decarbonisation

Interview with the Executive Chairman
in 2019 Our business model
1 Strategy 2 Our commitment to the energy transition 3 Creation of
4 Key indicators 5 Appendices 6
value for our stakeholders
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ON DIRECTORS'
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More details about 'Gas transmission' are available on the corporate website: https://www.enagas.es/enagas/es/Transporte_de_gas

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Our business model
in 2019
1 Strategy 2 Our commitment to the energy transition 3 Creation of
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Enagás Annual Report 2019
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value for our stakeholders
The company's mission, vision and values, as well as its policies and strategy, are reviewed and approved by the Board of Directors. [GRI 102-16, GRI 102-26]
› To develop and manage global gas infrastructure in a secure, efficient and sustainable manner; complying responsibly with prevailing legislation and helping guarantee supply, particularly in our role as Technical Manager of the Spanish Gas System; offering our experience, knowledge and best practices to create value for our stakeholders.
› To be a national and international standard bearer in the development and management of gas infrastructures, promoting their use by offering innovative services that contribute to sustainable development.
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Enagás in 2019 Interview with the Executive Chairman
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Interview with the Executive Chairman
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model Enagás in 2019
Strategy Our commitment to the energy transition
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The energy transition is gaining momentum, driven by environmental policies, cost reductions in renewable generation technologies and the abundance of competitive natural gas supplies. The shale revolution has brought about a structural change in energy markets, where the availability of resources from North America continues to put downward pressure on natural gas prices.
Natural gas is a widely available and reliable energy that significantly reduces emissions of greenhouse gases and air pollutants compared to other fossil fuels. The abundant supply of liquefied natural gas (LNG) in Spain has led to the substitution of coal by natural gas, the main factor allowing CO2 emissions from the electricity generation mix to be reduced by 25% in 2019 compared to 2018. Nevertheless, it is essential to continue advancing towards the decoupling of economic growth from energy demand, so that meeting environmental goals does not restrict economic development. In this respect, gas technologies enable efficiency gains in all sectors.
Natural gas is critical for many industrial processes whose hightemperature needs, due to the characteristics of the activity they perform, lack an alternative vector. The economic and environmental sustainability of industrial processes requires greater penetration of natural gas as a source of clean heat and as a raw material, together with the implementation of the best available technologies to improve their energy efficiency, in particular highefficiency cogeneration.
In addition, natural gas is a necessary component for energy security, in order to allow the massive penetration of renewable electrical energies, bringing firmness and flexibility to the electricity generation mix. In the long-term, the European Union's target of becoming climate-neutral by 2050 is driving the development of renewable gases (biomethane and hydrogen), clean energies with huge potential whose integration into the energy system
contributes to sustainability, competitiveness and stability (See the 'Commitment to Energy Transition'). Final energy demand scenarios in the European Union, in line with the commitment to carbon neutrality by 2050, define a non-electric energy mix that will represent about 50% of the emission-free energy supply, reflecting the importance of renewable gases for the decarbonisation of all sectors, mainly those not suitable for electrification.
Creation of value for our stakeholders

● Electrical energy mix ● Non-electrical energy mix Source: Prepared by the authors based on 'A Clean Planet for all - A European long-term strategic vision for a prosperous, modern, competitive and climate neutral economy', European Commission
Gas infrastructure is necessary for the development of renewable gases and to achieve a climate-neutral energy system in the European Union at the lowest cost
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In 2019, the new 2021-2026 regulatory framework was approved, a stable and predictable framework developed by an independent regulator (National Commission on Markets and Competition (CNMC)):
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2019 Interview with the Executive
Chairman
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Strategy Our commitment to the energy transition
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● Oil ● Gas ● Renewables ● Nuclear ● Coal ● Waste
37.8%
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Our business Annual Report 2019
useful life is at an end, its extension will be compensated with this concept of remuneration, with a long-term, progressive formula.
Investments in the system (not included in the regulated asset base) with an interest rate of 5.44% on borrowings and two years' amortisation for investments over 250,000 euros.
This new regulatory framework supports climate and energy targets by establishing incentives to keep the gas system infrastructure available, to fulfil the role assigned by the Spanish National Integrated Energy and Climate Plan for natural gas and renewable gases in the energy transition process. This shows that the use of existing gas infrastructure is essential if advances are to be made in energy transition at the lowest cost.
In the Target Scenario proposed for the fulfilment of Spain's ambitious commitments in the fight against climate change by the Updated Draft of the Spanish National Integrated Energy and Climate Plan, the demand for natural gas by 2030 will have gained a larger share of the energy mix (primary energy) compared to 2015.
Creation of value for our stakeholders
In 2019, the demand for natural gas in Spain reached the highest level since 2010. By 2030, gas demand is expected to gain a larger share in the energy mix compared to 2015
31.1%
In 2019 the demand for natural gas in Spain closed with growth of around 14% over the previous year, reaching 398 TWh, the highest figure since 2010. This increase has been mainly due to a very high demand for natural gas for power generation and higher industrial consumption. [GRI 302-2]
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Demand for natural gas for power generation in 2019 grew by about 80% compared to the previous year, reaching 111 TWh, the highest figure recorded since 2010. This strong increase was mainly due to a greater share of natural gas in the thermal gap over coal, in a context where natural gas prices are more competitive, and to low hydroelectric power generation this year.
Industrial demand, which accounts for approximately 54% of total natural gas consumption, reached 214 TWh, an increase of about 2% over that of the previous year. This is the highest figure ever recorded since disaggregated data for industrial consumption has been collected. Demand grew in almost all industrial sectors. This energy is currently irreplaceable due to its high calorific value and versatility.
Enagás encourages competition in the market and liquidity in the Iberian Gas Market (Mibgas), and greater interconnection with the rest of Europe in order to advance the integration of the European market. This will lead to the removal of barriers that cause price differences between the Spanish gas system and those of its neighbouring countries.
In a context of low liquefied natural gas (LNG) prices in the international market, LNG regasification terminals have played a key role. In Spain, there were high levels of LNG storage and lower gas prices in Mibgas than in neighbouring markets at some periods at the end of the year. This allowed for an increase in natural gas exports to Europe via the Pyrenees in the last two months of 2019.

0.2% 0.4%
● Oil ● Gas ● Renewables ● Nuclear ● Coal ● Waste
43.2%
19.9%
13.5%
12.1%
11.1%

22.7%
6.1% 1.9%

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model Enagás in 2019 Interview with the Executive
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Furthermore, since 2018, the Spanish Gas System has shown a net annual surplus, which will allow the totality of the debt to be paid earlier than expected, in an environment of growing demand.
Chairman
The United States is the engine of growth in gas supply and demand, a key market both for its domestic consumption and its growing export potential. For this reason, Enagás has made an investment in Tallgrass Energy, a diversified midstream infrastructure company in the United States (see next section). It is a growing market with a favourable regulatory environment. The development of gas infrastructure in this market allows large volumes of coal to be displaced and leads the way to reducing CO2 emissions worldwide.
The region of Southeast Europe, in which Enagás is present, has become one of the nerve centres for the development of gas infrastructure in order to meet growing demand and as an entry point for new origins and supply routes, contributing both to the EU's energy security and to competitiveness and liquidity in the internal market.
Enagás is positioned in the fastest-growing gas markets of Latin America in order to take advantage of the opportunities for growth in the region, where the midstream sector shows solid fundamentals for the very strong demand expected and new and competitive resources that require adaptation to changes in flow.
What is more, LNG is consolidating its place as the fastest-growing means of supplying natural gas. LNG demand grew at record levels (12.3%) during 2019 in a context of abundant supplies, driven by the entry of new capacity from the USA, Russia and Australia, where Europe primarily, and China have absorbed the incremental supply.
Given this operating context, Enagás has defined the following strategic priorities for the coming years:
Creation of value for our stakeholders
GROWTH AREAS:
New businesses
Core business
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Natural gas and renewable energies will lead the transition towards a low-carbon energy mix

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Strategy Our
Creation of value for our stakeholders
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commitment to the energy transition
In line with our strategic priorities, the investment by Enagás in Tallgrass Energy (TGE) is a strategic transaction of Enagás' core business, which reinforces the sustainability of the dividend in the medium to long-term.
This transaction was made through a strategic agreement with two of the world's main infrastructure investors (Blackstone and GIC), partners with excellent track records and recognised prestige in the industry and with a strong presence in the United States. Enagás participates as an industrial partner in the Consortium, given that TGE's core business is in line with Enagás' experience. In this way, Enagás' capabilities and experience of international expansion will strengthen the future development of TGE.
In relation to the governance model, Enagás will have customary minority rights and a presence on the Board of Directors, which gives Enagás influence on decision-making as regards finance and operations.
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With this participation, Enagás will have the possibility of sharing its knowledge in green and renewable gases and other services for midstream assets, and will become a reference for the Spanish oil and gas industry in the United States, giving Spanish suppliers access to the midstream market in that country.
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We extend our criteria for solvent investment to all areas of the business, incorporating sustainability:

Results
attractive returns.
Risk profile
Similar risk in regulated and nonregulated businesses.

Strategic role as an industrial partner, actively participating in asset management.

Alliances with local partners with complementary capabilities.
Steady and predictable cash flow, with

Value creation in the main areas of expertise: LNG, transmission and storage.

Contributing to decarbonisation of the economy and improving air quality.

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Strategy Our commitment to the energy transition
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Creation of
stakeholders
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[GRI 102-35, GRI 102-36, GRI 102-37]
The strategic priorities are established as company objectives linked to the variable remuneration of all Enagás professionals, including the Chairman and CEO, thus linking remuneration to economic, environmental and social objectives.
Moreover, Enagás has a long-term incentive plan in place, requiring the fulfilment of objectives aligned with strategic priorities, thus linking remuneration to the commitment to long-term management.
In 2019, we met the established objectives and we are making progress towards our long-term objectives:
Sustainability is one of the targets linked to the variable remuneration of all professionals
| Strategic priorities | Long-Term Incentive Plan 2019-2021 targets (% weighting) |
Yearly targets 2019 (% weighting) |
Meeting 2019 targets (%) |
|---|---|---|---|
| Shareholder remuneration | Guarantee of total return for Enagás shareholders (30%). • Relative TSR: Enagás position in the ranking of the Comparison Group. Absolute TSR • |
Improve the company's financial results (30%). • Profit after tax at December 31, 2019. |
100% |
| Regulated assets | Consolidation of cash flows as a driver for solvency and ensuring a dividend payment for Enagás shareholders (25%). Accumulated results corresponding to • the company's funds from Operations (FFO) |
Strengthening regulated revenues through: (25%) Operating expense efficiency • Promotion and market positioning • Small-Scale |
100% |
| International growth | Consolidation of cash flows contributed by affiliates to the shareholder (Enagás Group) (35%). Accumulated cash flows received from • affiliates (dividend) |
Consolidation of the company's Strategic Plan through: (35%) Consolidation of international business • Services, diversification and • entrepreneurship |
100% |
| Sustainability | Guarantee of sustainable and organic growth through the fulfilment of initiatives contained in the Sustainability Plan (10%). • Average reduction in CO2 emissions in the 2019-2021 period vs. 2018 Percentage of women • Investment associated with the • increased presence of renewable gases in the energy mix |
Promoting sustainability and good governance through: (10%) Positioning Enagás vis-à-vis socially • responsible investors Commitment to action on climate • change Promoting diversity, equal opportunities • and digital transformation • Update of the Code of Ethics |
100% |
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See details on meeting 2019 targets in the Annual Report on Directors' Remuneration.

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Enagás has established a risk control and management model aimed at ensuring the achievement of the objectives of the company in a predictable manner and with a medium-low profile for all of its risks. This model allows it to adapt to the complexity of its business activity in a globalised competitive environment, in a complex economic context, where the materialization of a risk is more rapid and with an evident contagion effect. The model is based on the following aspects:

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The Audit and Compliance Committee mainly supervises the efficiency of the risk systems and evaluates the risks to the company (identification, measurement and establishment of measures for their management).
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The integral analysis and periodic monitoring of all risk permit the appropriate control and management thereof, an understanding of the relationships between them and facilitates their joint assessment. This is accomplished by taking into account, inter alia, the differences of each type of risk in terms of its nature, handling capacity and risk measurement tools.
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The existing model is completed by carrying out of specific risk analyses that facilitate the decision-making process based on riskprofitability criteria in those strategic Enagás Group initiatives, new businesses or initiatives of special relevance from the risk standpoint. There is a risk function that performs this analysis independently, transversally (covering all risk types) and homogeneously (with similar operations and measuring overall risks).
The risk map includes the main risks to which the Enagás Group is exposed, including risks associated with climate change
The main risks to which the Enagás group is exposed (with a threeyear time horizon) are indicated below, as well as the main emerging long-term risk, which derives from climate change, among other factors. This risk due to the climate change factor, as well as other risks whose factor is climate change but which are not included in this map as they are not among the company's main risks, are detailed in the 'Climate change and energy efficiency' chapter, in line with the Task Force on Climate Related Disclosures (TCFD) recommendations. [GRI 201-2]

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| Type of risk | Risk description | Risk level (1) | Control and management measures |
|---|---|---|---|
| STRATEGIC AND BUSINESS RISKS | |||
| 1. Role of natural gas in the future energy mix (long-term effect)(2) |
The policies and regulatory measures for decarbonising the energy models of the countries where • the Enagás Group operates introduce uncertainty regarding the role of natural gas in the future energy mix in the medium and long-term. |
Significant | The company is actively working to mitigate this risk by encouraging new uses where natural gas • contributes significantly to decarbonisation: marine, rail and heavy road transport. In addition, the company is committed to renewable gases (biomethane and hydrogen) to move • towards carbon neutrality and decarbonise sectors that are difficult to electrify, such as transport or high-temperature industry and energy storage. See the 'Our commitment to the energy transition' chapter. |
| 2. Commercial risk and demand | The evolution of demand for transmission, regasification and underground storage of natural gas in • Spain has a direct impact over the regulated remuneration received by these activities. In some international markets in which the company operates, revenues are affected by the • performance of its commercial activity. |
Acceptable | Internal analysis about the evolution of demand, gas system capacity, inter alia. • • Participation in projects to promote the use of natural gas. Development of strategic commercial plans, detailed studies of potential markets for LNG, • renewable gases (biogas, hydrogen, among others), and generation and development of new projects. See the 'Our commitment to the energy transition' chapter. |
| 3. Risk in the development of infrastructures |
New infrastructure developments are subject to obtaining licences, permits and administrative • authorisations. The development of these complex processes could adversely affect the company. The execution of infrastructure projects may give rise to unforeseen circumstances resulting in • missed deadlines or deviations from initially planned investment costs. |
Acceptable | Ongoing working relationship with government bodies. Monitoring processes of the required • procedures. Contingency plans established to address unforeseen deviations. • |
| 4. Legal risk | The financial results of the company may be affected by the uncertainties related with the different • interpretation of contracts, laws or regulations which the company and third parties may have, as well as the results of any lawsuits undertaken. |
Significant | Management and monitoring of court cases. • Monitoring of the existing situation with corresponding administrative authorities. |
(1) The risk map represents the residual risk, i.e. the risk considering the effectiveness of the established management and control measures (risk transfer to insurance companies or mitigation measures). Level of Risk: Acceptable / Tolerable / Significant / Critical.
(2) The risk of climate change is detailed in the 'Climate change and energy efficiency' chapter, where the risks and opportunities of climate change are described following the TCFD methodology.
| enaqas | |
|---|---|
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| Type of risk | Risk description | Risk level (1) | Control and management measures |
|---|---|---|---|
| OPERATIONAL AND TECHNOLOGICAL RISKS | |||
| 5. Industrial risks in infrastructure operation |
In the operation of the infrastructure for transmission, regasification plants and underground • storage facilities, accidents, damage or incidents involving loss of value or lost profits may occur. |
Acceptable | Emergency, maintenance and continuous improvement plans, the existence of control systems and • alarms that guarantee service continuity and quality. Quality, prevention and environmental certifications and redundancy of equipment and systems. • Insurance policy contracts. • See the 'Financial and operational excellence', 'Health and safety' and 'Natural capital management' chapters. |
| 6. Cybersecurity | • Damage to corporate and industrial systems as a result of deliberate attacks by third parties. |
Tolerable | • Development and updating of the Cybersecurity Master Plan including specific action measures. See the 'Health and safety' chapter. |
| FINANCIAL AND FISCAL RISKS | |||
| 7. Interest rate, exchange rate and liquidity |
Volatility of interest and exchange rates, as well as movements in other financial variables that could • negatively affect the company's liquidity. |
Acceptable | Hedging using derivatives to establish a fixed or optimally protected debt structure. • Natural hedging through financing in the business's functional currency. • • Taking out credit lines with unconditional availability and temporary financial investments. See the 'Financial and operational excellence' chapter. |
| 8. Tax risks | Possible changes to tax legislation that could affect the company's results. • Possible differences in interpretation of the tax legislation in force in the countries in which the • Group is present that may diverge from the criteria held by Enagás and its tax advisers. Possible defects of form. |
Acceptable | Consultancy services provided by tax specialists. • Principles of action that govern compliance with tax obligations, avoiding risks and tax inefficiencies. • See the 'Ethics and integrity' and the 'Financial and operational excellence' chapters. |
| REPUTATIONAL RISKS | |||
| 9. Direct reputational risks | Possible deterioration of the perception or image of the Enagás Group from the different • stakeholders. |
Tolerable | Fluent, direct communication with stakeholders. • Regular tracking of information harmful to the company. • See the 'Materiality and Sustainable Management Model' chapter. |
Credit and Counterparty Risks: In application of IFRS 9 since January 2018, a provision has been made for the expected loss from this type of risk.
(1) The risk map represents the residual risk, i.e. the risk considering the effectiveness of the established management and control measures (risk transfer to insurance companies or mitigation measures). Level of Risk: Acceptable / Tolerable / Significant / Critical
[GRI 102-11, GRI 102-15, GRI 102-30]

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3 Our commitment to the energy transition

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The Enagás Sustainability Strategy supports the company's strategy, and is linked to short and long-term incentive plans. This strategy sets out the three drivers upon which the company relies to address the energy transition process and thus move towards a more sustainable energy model:


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Enagás promotes the development of renewable gases as new key solutions for the energy transition.
Non-electric renewable energies (hydrogen, biomethane and synthetic natural gas) are indispensable energy vectors that contribute to the development of a circular economy and to the energy transition process, helping achieve a carbon-neutral economy.
These non-electric renewable energies can be transported via the existing gas network infrastructure, maximising their use. In this way, renewable gases will provide the energy system of the future with the necessary flexibility and resilience, guaranteeing security of supply, helping promote the connection of the gas and electricity sectors and enabling complete decarbonisation.
Green hydrogen, which is obtained from electrical renewable energy, is an energy vector for the future and a key solution for storing renewable energy. It also has multiple applications, as it can be used in all energy sectors (industry, mobility, domesticcommercial and electricity generation).
Enagás' infrastructure portfolio has sufficient capacity and geographical structure to connect the potential production and consumption points. For this purpose, Enagás has identified potential additional storage capacities compatible with this new energy vector and is working to develop a roadmap to ensure that these infrastructures will be viable by 2026 in accordance with the needs arising from the sustainable development of the new 'Hydrogen Economy'.

Creation of value for our stakeholders
See the Enagás' informational video on renewable gases
Biogas-Biomethane
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On the other hand, biogas produced from waste is a source of renewable, local and storable energy, with a positive impact on employment and the rural economy. After a process of cleaning and CO2 , separation, the biogas transforms into biomethane: a totally renewable gas, of equivalent quality to natural gas, that can be injected into the transmission network. The Valdemingómez plant in Madrid is the first example in Spain of this type of use with injection into the gas network, in this case by Enagás.
Biomethane can also be used as sustainable fuel in the form of Bio-CNG (compressed natural gas) and Bio-LNG (liquefied natural gas) in light and heavy vehicles.
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As part of its commitment to decarbonisation, Enagás created a new subsidiary in 2019, EnaGasRenovable, to promote renewable gas projects.
The company plans to invest 300 million euros in hydrogen, biogas and biomethane projects during the period 2020-2026:
Enagás is currently sponsoring different projects for the development of non-electric renewable energies, such as hydrogen and biomethane, as new energy solutions that are key to the decarbonisation process, and in order to bring about a circular economy
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› Enagás, in close cooperation with the Ministry for Ecological Transition and the Ministry of Industry, Trade and Tourism, has submitted an initiative to the European Union as a candidate to become a strategic project of European interest (SPEI). The project deals with the generation of green hydrogen using renewable energy and its use domestically and across Europe to decarbonise energy across society and in the industrial, mobility and tertiary sectors.
In addition, Enagás also supports start-ups from its 'Enagás Emprende' programme and start-ups that focus on promoting renewable gases, such as 'BioEnGas' (see the 'Corporate entrepreneurship and open innovation' chapter).

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Natural gas plays a highly relevant role in ensuring security of supply and competitiveness, while meeting the energy requirements of highly demanding sectors, such as industry. It also contributes in other areas such as transport, where it is positioning itself as one of the most sustainable fuels; key in reducing emissions and improving air quality.
The use of natural gas as a fuel for transport would allow for NOx emissions to be reduced by 80-90%, CO2 emissions to be reduced by 20-30% and SOx emissions and particles by practically 100% compared to traditional fuels. This makes natural gas a sustainable alternative for mobility and heavy, maritime and rail transport.
Its contribution is particularly important in the case of maritime transport, as it allows vessels to adhere to new environmental regulations set forth by the International Maritime Organization (IMO) and directive (EU) 2016/802.
As part of our commitment to innovation, at Enagás, we have made technical adaptations to our LNG plants which are now ready to offer new services related to the role of gas as a fuel, such as bunkering (supplying fuel for ships). In addition, we promote these new uses through our coordination in projects such as 'CORE LNGas hive' and 'LNGHIVE2' and participation in other projects with European CEF funds in the rail sector.
In addition, Enagás was one of the participating companies in the first LNG rail traction pilot test in Europe. It should also be

Photo: Balearia.
noted that by implementing the Road Map set out with Renfe, the company will work with all segments of rail traction to retrofit diesel vehicles for natural gas in business areas where electrification would be unprofitable.
The Company also supports start-ups that have emerged from its 'Enagás Emprende' programme that are focused on promoting mobility with natural gas, such as 'Gas2Move'.
› The ECO-GATE European Consortium – of which Enagás is a member – has launched the 'ECO-G' label to standardise the different names for technology fuelled by natural gas. The label may be used by manufacturers of land or sea vehicles, vehicle users, technology companies, marketers and distributors in the natural gas mobility sector.
Specifically, Enagás and Naturgy are participating together in the first project to generate biomethane for land mobility. The project aims to supply the light vehicle segment using waste water from the Isabel II canal in Butarque.

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Enagás has put in place a programme of corporate entrepreneurship and open innovation for the purpose of supporting and fostering new ideas and innovative business projects which, in accordance with our strategy, will enable us to create value and diversify the business, and to gain an early foothold in disruptive innovation and start-ups that are aligned with the improvement of efficiency, competitiveness and sustainability in the energy sector in the current context of energy transition.
The 'Enagás Emprende' programme searches inside and outside the company for projects related to the business to help them grow and turn them into viable companies. It is structured along the following lines:
'Enagás Emprende' studies and analyses each proposal on an individual basis and offers acceleration programmes tailored to the needs of each project, which can vary from financial resources, conducting technical pilot testing, co-development and support for commercial development, among others.
Thanks to the support of 'Enagás Emprende', seven internal Corporate Entrepreneurship projects have become start-ups:
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In addition to the internal projects mentioned, Enagás Emprende has also invested in four external start-ups:
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| External start-ups |
||
|---|---|---|
| www.seabenergy.com | English circular economy start-up that designs small-scale plants installed in • buildings to transform organic waste generated on site into green energy, water and fertiliser. |
|
| www.dualmetha.com | French start-up with proprietary technology for modular biogas plants that manage • multiple types of waste, mainly agricultural; the objective of which is to generate biomethane to inject into the gas network. |
|
| www.hygengroup.com | • Latvian start-up that has developed a CNG (Compressed Natural Gas) fuelling system that allows the rapid refuelling of vehicles in situ, in homes or workplaces. Hygen's compressors are based on a patented technology that provides greater durability and reliability. |
|
| Helioprod Premery | • Start-up originating from the first Dual Metha modular plant pilot project; the project, named a prizewinner by the French state agency Ademe, featured 8 solid digestion tanks with a capacity of 250m3 each. |

› Enagás has received the Innovative Programme Award and Open Innovation Challengers awards granted to 'Enagás Emprende' for being one of the top European companies in terms of supporting entrepreneurship and open innovation. These awards are part of the Start-up Europe Partnership (SEP) initiative promoted by the European Union.
This digital transformation is, for Enagás, a strategic lever of change, key to ensuring our positioning in an interconnected industry and our competitiveness in the market in the medium-term. Enagás is undergoing a process of digital transformation to allow us to adapt flexibly to the context in which we operate. For this purpose, work is being carried out in the following areas:
Strengthening and development of digital capacity regarding human capital, allowing us to promote new ways of working
within the organisation, in a more creative, agile, autonomous, collaborative and coordinated way.

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This year, we have developed a new strategic transformation framework. Besides including cross-cutting transformation projects, this strengthens our Data, Stakeholder Experience, Agile and Digital Culture capabilities.
Creation of value for our stakeholders
This will mean that digitalisation will provide support for the company's vision of the future, both in the development of nonelectric renewable energies (hydrogen and biogas/biomethane), and the adaptation of our infrastructure for its transport.
In 2019, Enagás invested 3.2 million euros in technological innovation, of which more than 26% corresponds to projects related to renewable energy
Technological innovation at Enagás is focused on two areas:
Improving the different aspects of the company's present activities, such as energy efficiency and self-generation of energy, the measuring of gas and analysis of its components, operational safety, materials and equipment. The most important projects on which work has been done this year are the installation of a reactor for chlorine dioxide generation at the Barcelona plant
and our efforts to measure fugitive methane emissions (see the 'Climate change and energy efficiency' chapter).
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In 2019, our investment in technological innovation has grown to 3.2(1) million euros, more than 26% of which corresponds to projects related to renewable energy. [GRI OG2]

in 2019 Our business
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Enagás Annual Report 2019
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4 Creation of value for our stakeholders
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in 2019 Our business
model 1 Strategy 2 Our commitment to the energy transition 3 Creation of
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indicators 5 Appendices 6
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The Enagás Sustainable Management Model establishes the company's responsibilities as regards sustainability governance and defines the assessment tools for identifying the lines of action that are set out in the Sustainable Management Plan.
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The Appointments, Remuneration and CSR Committee (ARCSRC) is the highest body with responsibility for sustainability (economic, environmental and social impacts). The Sustainability Committee, made up of members of the Management Committee, reports to this committee and is responsible for approving initiatives in this matter (by delegation from the ARCSRC). [GRI 102-29, GRI 102-31]
At executive level, the Chief Executive Officer is responsible for managing the company's business, under the supervision of the Chairman, who is responsible for driving the company forward and the ongoing coordination of its activities.
Under the umbrella of the Chief Executive Officer and as a general rule, the Finance Department is responsible for managing financial matters, while the Human & Corporate Resources Department is responsible for environmental and social matters. [GRI 102-18, GRI 102-19, GRI 102-20]
The Sustainable Management Plan includes initiatives for innovation and continuous improvement in the company in order to create value in the short, medium and long term, and achieving results in the environmental, social and governance areas. In turn, it is structured into the material issues of the company, which are represented below in the materiality matrix.


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Enagás identifies and prioritises material issues in the company's direct operations, according to the level of importance these have for Enagás and its stakeholders. This is based on the company's activities, the strategy and operating context, as well as on the needs and expectations of its stakeholders, identified through the following relationship channels:
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[GRI 102-21, GRI 102-42, GRI 102-43, GRI 102-44]
We establish processes of dialogue and collaboration with our stakeholders to identify their needs and expectations
| Enagás stakeholders | Relationship channels | |
|---|---|---|
| Regulatory bodies (state, local and international) |
• Regular meetings (face-to-face, telephone, e-mail) • Corporate website |
|
| Investors (investment fund managers, rating agencies, analysts) |
• Regular meetings (face-to-face, telephone, e-mail) • Roadshows • Corporate website |
• Shareholder Office • Free shareholder helpline • Electronic mailbox • Meetings with minority shareholders and analysts |
| Employees (professionals, social organisations) |
• Regular meetings (face-to-face, telephone, e-mail) • Corporate Intranet • In-house magazine Azul y Verde • Electronic newsletter Ráfagas |
• Internal communication campaigns • Ethics channel • Opinion surveys and associated improvement plans |
| Customers (distributors, shippers, transmission companies, direct consumers in the market) |
• Account managers • Regular meetings (face-to-face, telephone, e-mail) • Main Control Centre • SL-ATR • Spanish Gas System Monitoring Committee |
• Corporate website: SL-ATR 2.0 portal and SITGAS portal • Customer newsletter • Meetings with customers (Shippers' Day) • Customer satisfaction surveys and associated improvement plans |
| Partners (business partners, strategic business partners and company management) |
• Coordinators of affiliate companies • Regular meetings (face-to-face, telephone, e-mail) • Governing bodies |
|
| Media (general, specialising in natural gas sector, specialising in sustainability) |
• Regular meetings (face-to-face, telephone, e-mail) • Corporate website |
• Media hotline • Media mailbox |
| Suppliers (critical and non-critical) |
• Regular meetings (telephone, e-mail) • Corporate website: supplier portal • Supplier platform |
• Contractor Access System • Supplier mailbox |
| Financial institutions | • Regular meetings (face-to-face, telephone, e-mail) | |
| Associations and foundations (from the energy / gas sector, from social, environmental, ethical (sustainability) areas, in education and culture, health and development cooperation) |
• Regular meetings derived from participation in groups and forums (face-to-face, telephone, e-mail) |
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[GRI 102-40, GRI 102-42, GRI 102-43]

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Enagás has identified eight material issues in the Governance, Social and Environmental aspects:
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Enagás ensures the company's sustainability by managing these aspects in its value chain, viz., both in its direct operations and in the operations of third parties with whom it has relationships: suppliers and affiliates.


See the 'Supply chain' chapter. See the 'Affiliates' chapter.

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Enagás considers human rights as a material issue included in the areas of Ethics and Compliance, People (labour rights), Local communities (rights of communities), Health and Safety, Management of natural capital (right to use natural resources). (See the 'Human Rights' chapter).
The following chapters explain how we are creating value for our stakeholders through our performance in each material issue, including corporate governance, the supply chain and management of affiliates as key transversal aspects for value creation. [GRI 102-47]

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[GRI 103-1, GRI 103-2, GRI 103-3]
Good governance is a primary concern for the company, as is reflected in the Enagás Sustainability and Good Governance Policy. This policy confirms that a good governance model permits us to create value in the short, medium and long term for shareholders, customers, suppliers and other stakeholders. It also strengthens the company's control environment, reputation and credibility for third parties.
Creation of value for our stakeholders
The key areas on which our governance model is structured are the company's strategy and objectives (see the 'Strategy' chapter), the structure and functioning of our governing bodies (independence, diversity, etc.), performance and the system of incentives for decision-making.
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women in the Management Committee
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31% female members

Directors
62% Independent Directors
51% Quorum at 2019 GSM
In 2019, the diversity target was met, with 31% of the Board of Directors being women (see the 'Strategy' chapter)
on the Board [GRI 405-1]
42

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[GRI 102-18, GRI 102-22, GRI 102-23]
| Name of the Director | Position on the Board of Directors |
Type of Director | Position on the Audit and Compliance Committee |
Position on the Appointments, Remuneration and CSR Committee |
|---|---|---|---|---|
| Antonio Llardén Carratalá | Chairman | Executive | ||
| Marcelino Oreja Arburúa | Chief Executive Officer | Executive | ||
| Martí Parellada Sabata | Director | Other external | Member | |
| Isabel Tocino Biscarolasaga | Director | Independent | President | |
| Ana Palacio Vallelersundi | Independent Leading Director |
Independent | President | |
| Antonio Hernández Mancha | Director | Independent | Member | |
| Eva Patricia Úrbez Sanz | Director | Independent | Member | |
| Santiago Ferrer i Costa | Director | Proprietary | Member | |
| Luis García del Río | Director | Independent | Member | |
| Rosa Rodríguez Diaz | Director | Independent | Member | |
| Gonzalo Solana González | Director | Independent | Member | |
| Ignacio Grangel Vicente | Director | Independent | Member | |
| SEPI - Sociedad Estatal de Participaciones Industriales (represented by Bartolomé Lora Toro) |
Director | Proprietary | Member | |
| Rafael Piqueras Bautista | General Secretary | - | Secretary | Secretary |
CORPORATE GOVERNANCE REPORT
› The General Shareholders' Meeting approved the 2018 accounts, the management report and all business listed on the Agenda. The shareholders endorsed the management of the Board of Directors and ratified Santiago Ferrer as a Proprietary Director, designated at the proposal of the shareholder Sociedad Estatal de Participaciones Industriales (SEPI). They also approved the appointment of a new Independent Director, Patricia Úrbez, to replace Luis Javier Navarro.
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS

The Regulations of the Organisation and Functioning of the Board of Directors of Enagás includes conditions which must be met by Board members in order for them to be considered independent. An additional target has been defined to have at least half of the Board consisting of independent directors.

Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
Creation of value for our stakeholders
Board of Directors Proportion of women on the Board of Directors

The Enagás Board of Directors has increased the number of Independent Directors to 61.5% compared to the 44% in the Spanish market.
The policy for the selection of Directors sets out the principles on which the selection processes for members of the Board of Directors are based:
In addition, Enagás' commitment to promoting gender diversity on the Board is reflected in the significant increase in the percentage of women, from 6% in 2007 to 31% in 2019, having met the commitment established by the company and the recommendations of the CNMV to reach 30% by 2020.
As concerns diversity of knowledge and experience, the Enagás Board of Directors was evaluated by an independent external assessor who concluded that the Board presents an appropriate balance of knowledge and experience that allows it to fulfil the company's strategy and given the context of its markets.
For this purpose, the skills, knowledge and experience of each of the members of the Board of Directors have been studied to ensure the fulfilment of strategic priorities.
Moreover, the Board of Directors of Enagás covers other relevant abilities and experience for the development of the business, for instance, in the fields of business and management, economics,
legal and tax, finance and capital markets, human resources, infrastructure, computing and technology, and marketing and sales. Cybersecurity and computing and technology abilities have also been added to the 2019 evaluation. [GRI 102-18, GRI 102-22, GRI 102-27, GRI 405-1]
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
Enagás has met its commitments on independence and diversity by increasing the number of Independent Directors and reaching 31% women on the Board
About our Consolidated Management Report
Chairman
model
Strategy Our commitment to the energy transition
value for our stakeholders Key indicators Appendices 1 2 3 4 5 6 ANNUAL
Creation of
| Audit and Compliance Committee |
Appointments, Remuneration and CSR Committee |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SKILLS | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | % of the total |
| Engineering (qualification and ample experience as a practising engineer). | x | x | x | x | x | x | 46% | |||||||
| Industry / Sector (Ample experience in administration, management and control in major energy companies). |
x | x | x | x | x | x | x | x | x | 69% | ||||
| Public / Regulatory institutions (Ample experience acquired through direct exposure to regulators and related institutions). |
x | x | x | x | x | x | x | x | x | x | x | x | 92% | |
| Corporate Governance (Experience in positions of oversight (Chairman / Director on the Board of Directors of listed companies / specific management roles in large or listed companies)). |
x | x | x | x | x | x | x | x | x | x | 77% | |||
| Auditing / Accounting (Ample experience acquired in positions of senior management (CEO, CFO) in listed companies and/or holding management positions in an accounting firm). |
x | x | x | x | x | x | x | x | x | x | 77% | |||
| Risk control and management (Relevant experience in related positions (Risk Officer, internal auditor, internal control positions, monitoring/risk/internal control committees). |
x | x | x | x | x | x | x | x | x | 69% | ||||
| Corporate Social and Environmental Responsibility (Ample experience in administration, management and control in companies operating in sectors exposed to high environmental impact or broad experience in roles of strategic management of social and/ or environmental issues. Multi-year academic experience in this field). |
x | x | x | x | x | x | x | x | x | x | 77% | |||
| International expansion / Multicultural environment (Previous experience working for multinational or domestic companies in a position with significant international exposure). |
x | x | x | x | x | x | x | x | x | x | 77% | |||
| Business / Management (Previous experience as a senior manager in other companies). | x | x | x | x | x | x | x | x | x | 69% | ||||
| Cybersecurity. | x | 8% | ||||||||||||
| Computing and technology. | x | x | x | x | x | x | 46% |
CONSOLIDATED ANNUAL ACCOUNTS
CORPORATE GOVERNANCE REPORT
Among its commitments, the Enagás Sustainability and Good Governance Policy establishes compliance with national and international recommendations and best practices in the area of corporate governance, in such aspects as the training and assessment of Directors, among others.
ANNUAL REPORT ON DIRECTORS' REMUNERATION
Every year, an assessment of the Board is performed with the participation of an independent external expert. This assessment is performed objectively and from a best-practice viewpoint by means of questionnaires completed by all members of the Board. The conclusions of this phase are checked in interviews with the same Directors.
The aim is to sustain and bolster the performance of the Board of Directors. The results of the latest assessment on the functioning of the Board reached the following conclusions:

Report
Enagás in 2019 Interview with the Executive
model
Strategy Our commitment to the energy transition
Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
Our business Annual Report 2019
Thirteen meetings of the Board of Directors were held in 2019 with an average attendance of 100%, and the following critical issues were addressed: [GRI 102-21, GRI 102-33, GRI 102-34]
Chairman
See the Sustainability and Good Governance Policy on the corporate website
Creation of value for our stakeholders
| Topic | Type | Resolution |
|---|---|---|
| Sustainability Challenges | Corporate Governance, Environmental and Social Unanimously approved | |
| Transparency in non-financial information and diversity | Corporate Governance, Environmental and Social | Unanimously approved |
| Annual Risks Report | Corporate Governance | Unanimously approved |
| Monitoring of the Company's contributions to social action and corporate volunteering | Social | Unanimously approved |
| Establishment of human rights commitments (Human Rights Policy) | Social | Unanimously approved |
| Establishment of commitments relating to energy management (Update of the Quality, Environment and Safety Policy) |
Environmental | Unanimously approved |
Among the critical issues addressed in 2019 by the Board of Directors, are those related to environmental, social and good governance aspects
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS


About our Consolidated Management Report CONSOLIDATED MANAGEMENT
model Enagás in 2019 Interview with the Executive
Strategy Our commitment to the energy transition
Key indicators Appendices 1 2 3 4 5 6 ANNUAL
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
Chairman
[GRI 102-35, GRI 102-36, GRI 102-37, GRI 103-1]
The Enagás Board of Directors is empowered to adopt resolutions on Directors' remuneration. The Appointments, Remuneration and CSR Committee proposes the remuneration criteria, within the limits set forth in the Articles of Association and pursuant to the decisions taken at the General Shareholders' Meeting. The Committee also monitors the transparency of remuneration. Thus, in 2019, the General Shareholders' Meeting approved the Executive Compensation Plan for 2019-2021 with the following characteristics and following the criteria of independence, involvement of stakeholders (the remuneration report is put to a consultative vote at the General Shareholders' Meeting) and internal and external assessment.
The remuneration of the members of the Board of Directors for their membership of the Board and those corresponding to the Chairman and the Chief Executive Officer for the exercise of their executive functions during the year 2019 have been approved in detail by the General Shareholders' Meeting held on March 29, 2019 as part of the 'Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years', approved as Item 7 of the Agenda.
The two Executive Directors were beneficiaries of the 2016-2018 Long-term Incentive Plan approved by the General Shareholders' Meeting on March 18, 2016 under Item 8 of the Agenda. During the first half of financial year 2019, the aforementioned incentive was paid out under the terms established by the General Shareholders' Meeting. As a result of this settlement, a total of 76,428 gross shares were delivered to the two Executive Directors, which they will not be able to sell within two years. The Group has outsourced its
Creation of value for our stakeholders
| Eligibility | Members of the Management Committee and the rest of the management team: 48 participants • |
|---|---|
| Type of Plan | Plan for delivery of shares and cash linked to the goals of the Strategic Plan. A minimum reference of shares is established for • each segment: 100% Executive Directors, 80% Management Committee and 60% Managers |
| Duration | Period of goal measurement and permanence: 3 years • |
| Conditions for receiving the incentive |
Achievement of the four outlined targets (see the 'Strategy' chapter) • Permanence in the Group • |
| Achievement scales | •An achievement scale is established for each goal with: A minimum achievement level, below which no remuneration is paid A 100% achievement level, for which 100% of the initial target remuneration is paid The maximum total remuneration may not exceed 125% of the initial target remuneration Intermediate levels are calculated using linear interpolation In the case of absolute TSR, no reward can be given if the target is not met 100% or over, in which case the total maximum incentive would change from 125% to 85%. |
| Incentive level | The incentive is expressed as a percentage of the fixed remuneration for 2019 or a number of times the fixed remuneration • amount in a way that allows segmentation by management level. Annualized incentive: 50% for Executive Directors, 45% for the Management Committee and 30% for Managers |
| Clawback clauses | In the event of certain circumstances coinciding, the Board may, if suggested by the Committee, claim part or all of the • remuneration paid |
| Malus clauses | Allowing the partial or total cancellation of deferred amounts pending payment. • |
| Share settlement and maintenance period |
Once the period for measuring targets has elapsed, the 1st Payment Date (50% of incentive) will take place. • The 2nd Payment Date (50% deferred) will take place on the first anniversary of the 1st Payment Date. • • A holding period of two years is proposed for the shares received on the 1st Payment Date, and of one year for the shares received on the 2nd Payment Date. |
CORPORATE GOVERNANCE REPORT
Interview with the Executive About our Consolidated Management
Report
Chairman
model Enagás in 2019
Strategy Our commitment to the energy transition Appendices 1 2 3 4 5 6 ANNUAL
Key indicators
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
pension commitments with respect to its executives through a mixed group insurance policy for pension commitments, including benefits in the event of survival, death, and employment disability. The Executive Chairman and the Chief Executive Officer are part of the group covered by this policy and of the total premium paid for this during the year, 406 thousands of euros corresponded to them.
Members of Senior Management (members of the Management Committee) are equally beneficiaries of the 2016-2018 Long-term Incentive Plan. In the terms approved by the General Meeting, in the settlement of this incentive in the first half of 2019, 77,979 gross shares and a cash incentive amount of 708 thousands of euros corresponded to them. Members of Senior Management also form part of the group covered by the mixed group insurance policy for pension commitments and the total premium paid by the same during the financial year corresponds to 750 thousands of euros.
The two Executive Directors are beneficiaries of the 2019-2021 Longterm Incentive Plan approved by the General Shareholders' Meeting on March 29, 2019 under Item 8 of the Agenda. In said meeting, a total of 118,635 rights relating to shares were assigned. Said rights do not constitute acquisition of shares until the program finalises, the final bonus depending on the degree to which the program objectives have been met. Members of Senior Management (members of the Management Committee) are equally beneficiaries of the 2019-2021 Long-term Incentive Plan. As approved by the General Shareholders' Meeting, the Board of Directors has assigned them a total of 160,236 rights relating to shares as well as an incentive in cash amounting to 950 thousands of euros. Said rights do not constitute acquisition of shares or collection of any amounts until the programme has finalised, the final bonus depending on the degree to which the programme objectives have been met.
The aforementioned remuneration, broken down for each member of the Board of Directors, without taking into account insurance premiums, is as follows:
Creation of value for our stakeholders
| Board members | 2018 | thousands of euros 2019 |
|---|---|---|
| Mr Antonio Llardén Carratalá (Executive Chairman)(1) | 1,896 | 1,847 |
| Mr Marcelino Oreja Arburúa (Chief Executive Officer)(2) | 925 | 937 |
| Sociedad Estatal de Participaciones Industriales (Proprietary Director) (4) | 155 | 160 |
| Mr Luis García del Río (Independent Director) (4) | 160 | 160 |
| Mr Jesús Máximo Pedrosa Ortega (Proprietary Director)(3) | 123 | |
| Mr Martí Parellada Sabata (External Director)(4) | 160 | 160 |
| Mr Luis Javier Navarro Vigil (External Director) (3) (4) | 160 | 44 |
| Mr Santiago Ferrer i Costa (Proprietary Director) (3) | 37 | 160 |
| Ms Rosa Rodríguez Diaz (Independent Director)(4) | 160 | 160 |
| Ms Ana Palacio Vallelersundi (Independent Leading Director) (4) | 190 | 190 |
| Ms Isabel Tocino Biscarolasaga (Independent Director)(4) | 172 | 175 |
| Mr Antonio Hernández Mancha (Independent Director) (4) | 157 | 160 |
| Mr Luis Valero Artola (Independent Director)(3) | 44 | |
| Mr Ignacio Grangel Vicente (Independent Director)(3) | 116 | 160 |
| Mr Gonzalo Solana González (Independent Director) (4) | 160 | 160 |
| Ms Patricia Urbez Sanz (Independent Director) (3) (4) | 115 | |
| Total | 4,615 | 4,588 |
CORPORATE GOVERNANCE REPORT
(1) The remuneration for the Executive Chairman for the 2019 financial year was approved in detail by the General Shareholders' Meeting on March 29, 2019, as part of the 'Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years'. During 2019, the Executive Chairman received fixed remuneration in the amount of 1,000 thousands of euros and variable remuneration in the amount of 564 thousands of euros; he also received 130 thousands of euros for Board membership and other remuneration in kind amounting to 153 thousands of euros (the changes in remuneration in kind with respect to previous years is exclusively a result of measurement differences without there having been any additional items included in the remuneration). Thus, the combined amounts totalled 1,847 thousands of euros. In addition, he was also the beneficiary of a life insurance policy with a premium of 57 thousands of euros for the year. The Group has outsourced its pension commitments with respect to its Executives through a mixed group insurance policy for pension commitments, including benefits in the event of survival, death, and employment disability. The Executive Chairman is one of the beneficiaries covered by this policy, and of the total premium paid during the year, 246 thousands of euros correspond to the Executive Chairman. The Executive Chairman is a beneficiary of the 2019-2021 Long-term Incentive Plan approved at the General Shareholders' Meeting held on March 29, 2019. Item 8 of its Agenda states that the meeting assigned him a total of 79,090 performance shares. These shares do not entail an acquisition of the shares until the end and settlement of the programme and the final remuneration depends on the level of achievement of the goals of the programme. As a result of settlement of the 2016-2018 Long-term Incentive, approved by the General Meeting of Shareholders held on March 18, 2016, as item 8 on the Agenda, in 2019 the Executive Chairman received 54,669 gross shares in Enagás S.A. The Executive Chairman is subject to the obligation to maintain the shares received for a period of two years from handover. Once that period has elapsed, the shares will be freely available.
(2) The remuneration of the Chief Executive Officer for 2019 was approved in detail by the General Shareholders' Meeting on March 29, 2019, as part of the 'Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years.' During 2019, the CEO received fixed remuneration in the amount of 500 thousands of euros and variable remuneration in the amount of 282 thousands of euros; he also received 130 thousands of euros for Board membership and other remuneration in kind amounting to 25 thousands of euros (the changes in remuneration in kind with respect to previous years is exclusively a result of measurement differences without there having been any additional items included in the remuneration). Thus, the combined amounts totalled 937 thousands of euros. In addition, he was also the beneficiary of a life insurance policy with a premium of 0.7 thousands of euros for the year. The Chief Executive Officer is also beneficiary of the mixed group insurance policy for pension commitments, and the share of the premium corresponding to the Chief Executive Officer for this policy amounted to 160 thousands of euros for the year. The Chief Executive Officer is a beneficiary of the 2019-2021 Long-term Incentive Plan approved at the General Shareholders' Meeting held on March 29, 2019. Item 8 of its Agenda states that the meeting assigned him a total of 39,545 performance shares. Said rights do not constitute acquisition of shares until the program finalises, the final bonus depending on the degree to which the program objectives have been met. As a result of settlement of the 2016-2018 Long-term Incentive, approved by the General Meeting of Shareholders held on March 18, 2016, as item 8 on the Agenda, in 2019 the Chief Executive Officer received 21,759 gross shares in Enagás S.A. The Chief Executive Officer is subject to the obligation to maintain the shares received for a period of two years from handover. Once that period has elapsed, the shares will be freely available.
(3) On March 22, 2018 Mr Luis Valero Artola resigned as Director and Mr Ignacio Grangel Vicente occupied his position. On October 15, 2018 Mr Jesús Máximo Pedrosa Ortega resigned as Director and Mr Santiago Ferrer i Costa occupied his position. On March 29, 2019 Mr Luis Javier Navarro Vigil resigned as Director and Ms Patricia Urbez Sanz occupied his position.
(4) The remuneration for these Directors relating to Board and Committee membership was approved in detail by the General Shareholders' Meeting on March 29, 2019 as part of the 'Directors' Remuneration Policy for the 2019, 2020 and 2021 financial years'.
(5) The remuneration of Directors in 2019, broken down by sex, was 395 thousands of euros for men and 160 thousands of euros for women (calculated as the average remuneration). The difference is due to the fact that the Executive Directors, Chairman and Chief Executive Officer, are men.

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Key indicators Appendices 1 2 3 4 5 6 ANNUAL
[GRI 103-1, GRI 103-2, GRI 103-3]
People management is a key area for the company, since, as reflected in the Enagás Human Capital Management Policy, attracting, developing and retaining talent enables the company to equip itself with the resources necessary for the deployment of its strategy.
Creation of value for our stakeholders
The key aspects that we address in our people management model are the structure and sizing of our organisation (workforce), the stability and quality of employment, our professional development programmes and compliance with labour rights in the areas of diversity, conciliation and non-discrimination.
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
CORPORATE GOVERNANCE REPORT
26 employees have taken part in talent identification programmes
training hours per employee (1,091 euros investment per employee) [GRI 404-1] [GRI 404-3]
of the workforce underwent a performance assessment*
33 Internal promotions (52% women)
35.2%(1) female managers and pre-managers
* Performance evaluation linked to their professional development and the increase in their fixed remuneration. For employees outside (1) In a management position. the collective bargaining agreement, this performance evaluation will also be linked to the increase in their variable remuneration.

About our Consolidated Management Report CONSOLIDATED MANAGEMENT
model Enagás in 2019 Interview Executive
Strategy Our commitment to the energy transition
Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
Our business Annual Report 2019
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
The following outlines the distribution of Enagás' 1,306 professionals by country, age group, job category and gender. The difference in the number of Enagás employees in 2019 compared to 2018 is due to the workforce data of the GNL Quintero (Chile) regasification plant (119 employees) being excluded from the scope, as indicated in the section 'About our Consolidated Management Report'.
with the
Chairman


› Enagás joins the Ministry for Ecological Transition and the CEOE's 'Advancing a Just Transition and Green Jobs for All' initiative to work together to promote business engagement and to foster green, fair, decent and inclusive jobs that are climate neutral, eradicate poverty, and lead to prosperity and community resilience.
Creation of value for our stakeholders
In 2019, there were 86 new recruitments, 72% being people aged under 35 and 34% women. [GRI 102-10, GRI 401-1]
Enagás maintains stable, quality employment levels with high percentages of permanent and full-time contracts.
| 2018 | 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Women | Men | Total | Women | Men | Total | ||
| Full-time | 93.4% | 99.6% | 97.9% | 92.6% | 99.5% | 97.5% | |
| Permanent contract | 98.0% | 96.2% | 97.5% | 97.0% | 97.4% | 97.3% |
In addition, at the end of 2019, 10 professionals were hired through temporary employment agencies and 45 interns were working at Enagás.
The commitments undertaken by Enagás in its Human Capital Management Policy, and the measures and actions implemented, translate into high levels of satisfaction and motivation, as reflected by the low turnover rate, the results of the survey on workplace climate and the awards received by the company in this area.
See the Human Capital Management Policy on the corporate website

Enagás in 2019 Interview with the Executive
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Strategy Our commitment to the energy transition
Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
Our business Annual Report 2019
| 2018 | 2019 | |||||||
|---|---|---|---|---|---|---|---|---|
| Women | Men | Total | Women | Men | Total | |||
| Voluntary turnover rate |
2.7% | 0.9% | 1.3% | 2.5% | 0.9% | 1.3% | ||
| Absolute turnover rate |
5.8% | 4.4% | 4.8% | 5.1% | 5.4% | 5.3% |
Chairman

Enagás has not carried out any restructuring in recent years, nor does it plan to do so. However, for years it has had a programme of planned redundancies that guarantees the adequate transmission of the company's expert knowledge. In 2019, an involuntary redundancy was carried out at the company(1).
Enagás promotes the cultural change and internal transformation of the company by putting people at the centre of all initiatives that take place. It also promotes new ways of working based on collaboration, transversality, empowerment and the implementation of new management methodologies. These initiatives focus on three areas:
Creation of value for our stakeholders
In this way, the necessary conditions are created to promote a collaborative attitude in the day-to-day work of every employee.
Within this framework, one of the most relevant initiatives that will be addressed in 2020 is the establishment of Corporate Guidelines on the Digital Disconnection Policy, with a positive impact on the productivity and welfare of people.
Evaluation of the performance and skills of our professionals means that we can know our internal talent and guide their training and professional development effectively.
Performance assessment allows the identification of strengths and areas of development of professionals regarding the performance of their work and on which the different development plans are developed. The competences and behaviours of professionals are evaluated annually, among others, based on corporate values.
The results of these evaluations are linked to their professional development and the increase in their fixed remuneration and, in the case of professionals outside the collective bargaining agreement, in their variable remuneration.
CONSOLIDATED ANNUAL ACCOUNTS
ANNUAL REPORT ON DIRECTORS' REMUNERATION
The management team's performance evaluation process is carried out under a 360º approach. In addition to an assessment by the manager, an upward assessment is incorporated through the teams assessing their managers, as well as a peer review of the group by employees of the same professional category. Additionally, for Directors, an assessment is made by the Management Committee. In 2019, 84 people from the management team were evaluated under this comprehensive approach.
Moreover, competencies are evaluated through Development Centre workshops, in which participants get feedback on the strengths and areas for development.
| 2018 | 2019 | ||
|---|---|---|---|
| Men | 87.7% | 91.8% | |
| Managers | Women | 82.4% | 95.0% |
| Men | 71.3% | 70.1% | |
| Technicians | Women | 86.6% | 91.4% |
| Men | 100.0% | 92.3% | |
| Administrative staff | Women | 63.7% | 61.8% |
| Men | 90.8% | 91.0% | |
| Operational staff | Women | 45.0% | 41.2% |
| TOTAL | 80.5% | 81.1% |

About our Consolidated Management CONSOLIDATED MANAGEMENT
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Enagás in 2019 Interview with the Executive
Chairman
model
Strategy Our commitment to the energy transition
Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
Our business Annual Report 2019
The information obtained from the different evaluations of professionals is used to design customised development plans adapted to the needs identified. On the one hand, development programmes are promoted through on-the-job experience. With this in mind, internal rotation programmes are fostered so that new knowledge can be applied to real situations, and participation in transversal projects or temporary assignments can also be taken advantage of. In 2019, there were 74 internal movements (promotions, horizontal transfers and international transfers). 40% of hirings selected internal candidates. Fifteen interns also stayed on at the company.
On a related note, there is room for mentoring and/or coaching programmes (five professionals participated in coaching programmes). In addition, professionals in the company have received training and are certified in coaching; they are therefore qualified to carry out internal coaching processes.
Lastly, an extensive programme of training actions are available on the corporate training portal and these are offered both face-to-face as well as via e-learning.
In addition, there have been two career models at the company since 2019. On the one hand, there is the classic management career, where you are promoted vertically to positions of greater responsibility and based on team management. On the other hand, there is the technical career, aimed at creating and identifying experts in those areas of knowledge that are critical for Enagás.
Enagás is committed to training its professionals from when they join the company and throughout their professional career.
Creation of value for our stakeholders
Training begins with the Enagás Welcome Plan, which includes communication and training activities. It includes e-learning training on aspects such as the Code of Ethics, a crime prevention model, human rights and equality, among others, which are compulsory for all professionals, and face-to-face training on the Enagás value chain that offers professionals a global vision of the Company's business.
In addition, and depending on the type of work carried out by the new employee, a training plan has been designed in areas related to operations, maintenance and administrative management.
The company's face-to-face training is offered at the Enagás Training School where over 10% of the workforce participate as trainers in different programmes. This face-to-face training in the classroom and in the workplace is complemented by e-learning, mobile training, communities of practice, etc.
ANNUAL REPORT ON DIRECTORS' REMUNERATION
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Enagás assesses the satisfaction of professionals who have received training, which in 2019 averaged 9 out of 10.



model Enagás in 2019 Interview with the Executive
Strategy Our commitment to the energy transition
Key indicators Appendices 1 2 3 4 5 6 ANNUAL
REPORT
The corporate guidelines on diversity and equal opportunities define the principles by which Enagás frames its actions in this area.
Chairman
These principles include the integration of diversity in the main human resources processes such as access to employment, personal progress and professional development and promotion. It also reflects the company's commitment to the promotion of policies and measures to enhance work-life balance and the personal life of its professionals. In the same way, Enagás extends this commitment to all its stakeholders, paying special attention to suppliers and contractors as indispensable partners in achieving the company's business objectives (see the 'Supply chain chapter').
› Enagás has launched training workshops on diversity, with the aim of raising awareness of unconscious biases, harnessing collective intelligence and meeting the challenge of creating inclusive environments that allow diverse talent to flourish.
To achieve this commitment, Enagás, aware of the wealth that the combination of knowledge, abilities and different experiences brings to the organisation, bases its diversity and diverse talent management strategy on the following aspects:

In the area of gender diversity, Enagás guarantees equal opportunities for men and women.
To this end, it has an Equality Plan that sets out a framework for action to promote effective equality, equity, merit, personal progress, work-life balance, and co-responsibility among all professionals.
Creation of value for our stakeholders
Enagás is promoting measures aimed at increasing the participation of women in positions of responsibility, such as the 'Women with Talent' development programme, participation in the 'Promociona Project', or the mentor initiative promoted by the Chairman of the company. Another is the Women in Networking initiative, to encourage female leadership and create a space for dialogue and debate between female managers and pre-managers of the Company.
In addition, Enagás has joined the 'Progresa Project' in collaboration with the CEOE, which aims to provide high-potential women with the tools and skills necessary to boost their professional careers and assume positions of high responsibility in the future.
› Enagás is participating in the first collaborative intelligence movement, 'Conquering Equality', led by Womenalia and ideas4all Innovation, which seeks to mobilise the main actors in society to promote those changes needed to achieve effective and real equality between men and women.
See the Corporate guidelines on diversity and equal opportunities on our corporate website
Evolution of female employees in management positions(1)
CONSOLIDATED ANNUAL ACCOUNTS
ANNUAL REPORT ON DIRECTORS' REMUNERATION

● % of female employees
CORPORATE GOVERNANCE REPORT
(1) The data for 2017 and 2018 has been recalculated eliminating the employees of the GNL Quintero regasification plant for the purpose of facilitating comparison. [GRI 102-48]
(2) In 2019, a new career model, the technical career, has been implemented aimed at creating and identifying experts in those areas of knowledge that are critical for Enagás. Therefore, for the purpose of calculating the percentage of women in management and pre-management positions, the staff included in that technical career are excluded.
› Enagás adheres to the Code of Good Practices for Talent Management and Improving Business Competitiveness of the Spanish Women Managers and Directors Association (EJE&CON). For this reason, EJE&CON presented Enagás with the 'Committed Company' award for its commitment to diversity.
The Enagás remuneration model factors in considerations of equality and non-discrimination, establishing differences due solely to the worker's position in the organisation and professional experience. Furthermore, the Enagás Collective Bargaining Agreement sets out different salary levels based exclusively upon objective work criteria. The minimum salary for an Enagás employee has exceeded that established as the minimum inter-professional salary in Spain [GRI 202-1].

Interview with the Executive Chairman
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Creation of
Evolution of the relationship between basic salary of women and men by age and professional category[GRI 405-2]
| MANAGERS | |||||||
|---|---|---|---|---|---|---|---|
| MEMBERS OF THE MANAGEMENT COMMITTEE*** |
OTHER MANAGERS | TECHNICIANS | ADMINISTRATIVE STAFF | OPERATIONAL STAFF | TOTAL | ||
| 2018 | |||||||
| < 35 years | There are no employees in this category | 0.79** | 1.02 | 1.23** | 0.94 | 1.09 | |
| 36-55 years | 0.73** | 0.95 | 1.05 | 1.00 | 0.98 | 1.02 | |
| > 55 years | There are no women in this category | 1.18** | 0.98 | 1.08 | There are no women in this category | 0.76 | |
| Total | 0.63** | 0.94 | 0.98 | 0.99 | 0.90 | 0.96 | |
| Basic salary* | 2019 | ||||||
| < 35 years | There are no women in this category | There are no women in this category | 1.03 | 1.13** | 0.92 | 1.11 | |
| 36-55 years | 0.75** | 0.91 | 1.04 | 1.07 | 1.01 | 1.04 | |
| > 55 years | There are no women in this category | 1.20** | 1.02 | 1.11 | There are no women in this category | 0.79 | |
| Total | 0.66** | 0.92 | 0.99 | 1.03 | 0.92 | 0.97 |
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pay gap (difference between basic salary of men and women as a
* The ratio of women to men is included, calculated as the average of the annual basic salary of all professionals in Spain with an indefinite contract, both full-time and part-time (99.1% of the workforce). In the case of part-time staff, the basic salary has been extrapolated to a full-time salary for comparability.
**Non-representative data, as there are less than three professionals in this category for one of the genders
*** Includes the Chairman and Chief Executive Officer.
| MANAGERS | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MEMBERS OF THE MANAGEMENT COMMITTEE*** |
OTHER MANAGERS | TECHNICIANS | ADMINISTRATIVE STAFF |
OPERATIONAL STAFF | TOTAL | ||||||||
| Women | Men | Women | Men | Women | Men | Women | Men | Women | Men | Women | Men | ||
| 2018 | |||||||||||||
| < 35 years | There are no professionals in this category |
There are no professionals in this category |
76,817** | 102,184 | 46,977 | 48,085 | 32,101 | 26,309** | 37,634 | 41,689 | 45,700 | 46,917 | |
| 36-55 years | 340,255** | 510,484 | 111,351 | 117,990 | 58,600 | 60,228 | 38,667 | 38,862 | 42,833 | 47,874 | 62,720 | 65,532 | |
| > 55 years | There are no professionals in this category |
670,565** | 166,269** | 134,428 | 63,178 | 68,059 | 47,801 | 45,370 There are no professionals in this category |
54,657 | 56,644 | 82,815 | ||
| Total | 340,255** | 599,418 | 110,947 | 119,139 | 54,071 | 59,607 | 40,192 | 42,552 | 40,753 | 48,109 | 57,135 | 65,988 | |
| Remuneration* | 2019 | (year of settlement of long-term incentive plans) | |||||||||||
| < 35 years | There are no professionals in this category |
There are no professionals in this category |
There are no professionals in this category |
95,263** | 54,651 | 56,071 | 34,623 | 24,374** | 42,708 | 45,164 | 52,845 | 51,635 | |
| 36-55 years | 738,332** | 1,059,290 | 154,502 | 179,272 | 67,393 | 69,567 | 43,981 | 39,900 | 46,486 | 52,726 | 81,197 | 83,747 | |
| > 55 years | There are no professionals in this category |
1,377,085** | 303,424** | 206,999 | 75,888 | 79,027 | 55,872 | 50,897 There are no professionals in this category |
60,008 | 71,568 | 115,876 | ||
| Total | 738,332** | 1,235,843 | 158,421 | 180,542 | 63,166 | 69,208 | 46,118 | 44,627 | 45,324 | 52,741 | 72,563 | 85,031 |
* Average remuneration that includes: variable remuneration, per diems, indemnities, payments to long-term savings plans and any other item, such as overtime. This takes into consideration all professionals in Spain with a permanent contract, both full-time and part-time, who have remained in the company throughout the year (95.9% of the workforce). In the case of part-time staff, the basic salary has been extrapolated to a full-time salary for comparability. The average remuneration according to professional category and age range is: In 2019: Management Committee members 753,226 euros, Other managers 173,763 euros, Technicians 67,311 euros, Administrative staff 45,920 euros, Operational staff 52,462 euros, < 35 years 52,462 euros, 35-55 years 52,462 euros, > 55 years 107,556 euros. In 2018: Management Committee members 552,298 euros, Other managers 116,808 euros, Technicians 57,900 euros, Administrative staff 40,538 euros, Operational staff 47,802 euros, < 35 years 46,404 euros, 35-55 years 64,800 euros, > 55 years 78,350 euros.
**Non-representative data, as there are less than three professionals in this category.
*** Includes the Chairman and Chief Executive Officer.
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In 2019, the long-term incentive plans (2016-2018) were settled, significantly increasing the remuneration of the company's employees. The allocation of these incentive plans was structured according to the contribution level of the professional category to the targets set, which explains the higher remuneration increase in the managerial category.
When analysing the pay gap by professional category, the difference identified in the Members of the Management Committee category is due to the fact that this category includes the two Executive Directors of the Company (Chairman and CEO) and both are men (the ratio without considering the latter would be 0.85). The difference in the Other managers category (0.92) is due to a greater presence of men in this category (70%), as well as a greater seniority of males in this category with respect to females. In this regard, Enagás is making great efforts in developing talent aimed at female managers and pre-managers, as well as promoting women to positions of responsibility.
The difference in the category of operational staff (0.92) is explained by a greater presence of men (96%) with an average seniority greater than that of women (an average of 15.2 years for men compared to 9.2 years for women). In this regard, Enagás is promoting the incorporation of women in the operational staff category (47% of operators under 35 years of age are women) through initiatives such as the search for female profiles in vocational schools.
Similarly, the difference in salary by age group compared to the total salary difference in the administrative staff category (1.03), is due to the fact that the majority of employees in this category are women (88%). In addition, the majority of men in this category men are older than women (54% of male administrative staff are over 55 years old).
Creation of value for our stakeholders
In terms of generational diversity, the company is a partner of the Generation and Talent Observatory which encourages innovation and promotes active policies of generational diversity based on values and ethics. Enagás has sponsored and collaborated in the studies 'Diagnosis of generational diversity: analysis of intergenerational talent in companies', 'Intergenerational leadership' and 'Intergenerational Health and Welfare', this latest study focuses in a new model of health promotion related to favourable and positive factors as opposed to the traditional protectionist model.


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Our business Annual Report 2019
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Chairman
model Enagás in 2019
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Key indicators
As to diversity of abilities, Enagás is working to promote the social inclusion of people with disabilities. This has included direct hires (10 people on staff, as in 2018) as well as indirect job creation for people with serious disabilities through partnership agreements with special employment centres and foundations, not to mention corporate volunteering initiatives (see the 'Social investment' chapter), and measures taken to increase disability awareness and training.
In addition, Enagás has taken action to improve accessibility for people with disabilities, such as the progressive elimination of architectural barriers at our facilities and the 'AA' accessibility level of our corporate website.
› Enagás participates in the IDEA Project by the Fundación Juan XXIII, whose aim is to implement activities that generate quality employment for people with intellectual disabilities.

Equality in the Workplace Award since 2010
Bequal Plus Seal for the company's commitment to the Adherence to the Diversity Charter (plurality at the
company)
07/2019
› Enagás receives the Bequal certification, Plus category, which highlights its policies aimed at improving the quality of life for people with disabilities and promoting their social integration.
social inclusion of people with disabilities
For Enagás, work-life balance means reconciling employees' needs and interests with those of the company.
Creation of value for our stakeholders
Enagás has held the EFR company certificate since 2007, having obtained the highest score, Level A for Excellence in work-life balance, in 2019. The company has 117 reconciliation measures that favour the professional and personal development of all professionals; these also help to balance the different dimensions of each person's life and meet their social and healthcare needs as well as those of their immediate family.

Family-Responsible Company, Level A for Excellence
Some of the relevant measures available to our employees are as follows:
› Alares Family Support Programme:
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- 'miAsistente' (myAssistant) personal manager, which takes care of all necessary day-to-day procedures and information.
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Creation of value for our stakeholders
Chairman
| % of Costs borne by the company |
% of workforce taking advantage of benefits |
|
|---|---|---|
| Meal subsidies (financial assistance and restaurant vouchers) | 100% | 95.3% |
| Group death and disability insurance | 100% | 100%* |
| Healthcare insurance for employees and their dependants | 92.6% | 95.1% |
| Pension plans** | 91.1% | 91.4% |
* Social benefit for newly recruited employees, with less than two years' service. Subsequently, this benefit was included in the Pension Plan.
** Benefit for employees with at least two years' service at the company.
Furthermore, Enagás improves and extends paid leave beyond the provisions of current labour regulations (death of a close relative, illness, special circumstances, etc.). [GRI 401-3]

* Total number of employees who have returned from parental leave/total number of employees who were scheduled to return to work following parental leave.
** Total number of employees retained 12 months after returning to work following parental leave/ total number of employees who returned to work the previous year.
Enagás has a collective bargaining agreement and in 2020 the negotiating table for the next Enagás Group collective bargaining agreement will be set up. In addition, the company enters into collective bargaining and carries out regular consultations with the workers' legal representation regarding working conditions, remuneration, dispute resolution, internal relations and issues of mutual concern.
| 2018 | 2019 | |
|---|---|---|
| Technicians | 28.8% | 29.9% |
| Administrative staff | 83.7% | 86.3% |
| Operational staff | 98.9% | 100.0% |
| Total | 52.0% | 51.2% |
* These data refer to professionals in Spain.
Enagás has 117 work-life balance measures that favour the professional and personal development of all professionals
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Enagás conducts workplace climate surveys in Spain every two years. In 2018, the most recent workplace climate survey was carried out. 65% of employees participated, and overall employee satisfaction was 82%. The level of commitment also improved, rising to 88%.
In conclusion, particularly notable were the high scores professionals gave to the closeness between managers and teams, a sense of integration within the working teams and the work-life balance/ social benefits programmes as a form of non-salary compensation. In 2019, improvement plans have been defined based on the findings of the survey.

In 2020, Enagás received the Top Employer certification for the tenth consecutive year.

Enagás in 2019 Interview with the Executive
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[GRI 103-1, GRI 103-2, GRI 103-3]
Ethics and integrity form one of the most relevant aspects for the company, as reflected in its Code of Ethics and Compliance Policy. Guaranteeing the honest behaviour of our professionals, and of the third parties with whom we form relationships; even when this behaviour is not set out in the legislation, is one of our priorities. This commitment allows us to guarantee appropriate decisions are made, creating trust in our stakeholders and facilitating the sustainability of the business.
Creation of value for our stakeholders
Key aspects that are covered by our ethics and integrity model are the frameworks of policy, procedures and applicable regulations, including the Code of Ethics, and the implementation of Compliance, Crime Prevention and Corruption Prevention Models, and their dissemination.
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communications received via the Ethics Channel
93.6% of Enagás' employees received training on the Code of Ethics
training on the Crime Prevention Model in anti-corruption policies and procedures [GRI 205-2]
Enagás is committed to answering all communications received
58

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Our business Annual Report 2019
REPORT
The Enagás Code of Ethics (Enagás Group Code of Ethics and Enagás GTS Code of Conduct) sets out the conduct that is expected from all professionals in the company, irrespective of their responsibilities and their geographical or functional location. The Code is implemented via policies, regulations, procedures and controls.
Chairman
In 2019, the Enagás Group's Code of Ethics was reviewed and updated, structuring it according to the company's values and including Enagás' commitments in matters related to each of the values, as well as other aspects related to language and format.
The policies set out the principles and commitments of the main management areas of the company. The corporate directives define the principles of action for specific management areas.
The Ethical Compliance Committee, functionally and directly dependent on the Board of Directors' Audit and Compliance Committee, has competencies relating to the Code of Ethics.
Enagás also has the following procedures in place associated with the Code of Ethics:
encourage compliance with the Code of Ethics and the regulations that govern its implementation. For this purpose, the company enables Enagás employees and the company's suppliers, contractors and those who collaborate with it or act on its behalf, including business partners, to resolve any doubts or to report any irregularities or breaches through one of the following channels or any other means the company may set up in the future (Ethics Channel), informing the party who made the report of the status of their report at all times: [GRI 102-17]
Creation of value for our stakeholders

In 2019, a communication was received through the Ethics Channel regarding irregular conduct at work, which, after analysis, was dismissed as inadmissible. [GRI 205-3]

See the Code of Ethics and Policies section on the corporate website

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As part of the Compliance Model, Enagás has a Crime Prevention Model that acts as the core of the company's criminal compliance, notwithstanding the existence of policies, procedures and controls that illustrate its content and 'contribute to preventing crimes being committed by any person who is part of Enagás as well as, in their respective areas of relation, by contractors, suppliers, business partners and any third party that collaborates with or acts on their behalf.'
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The Crime Prevention Model in Spain includes the following elements:
In 2019 an internal audit was carried out to test the effectiveness of the controls defined in the corporate Crime Prevention Model.
The Enagás Compliance Model is managed by the Compliance Function, which is supported by synergistic functions and other corporate support areas including the participation of local compliance officers located in certain countries where Enagás operates.
According to the company's policy, procedural and regulatory framework, the Enagás Compliance Model is structured around the Compliance Policy and its associated regulations:
The model defines double line reporting in order to have a Compliance Function that is coordinated on a global level; this mitigates the risks of regulatory non-compliance in the national and international arena, which may in turn have serious reputational consequences. This double line reporting is on the one hand, that developed by the corporate areas and, on the other hand, that developed by Compliance Officers in the different affiliates. Loss of information and inconsistencies are therefore avoided.

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Enagás has an Anti-Fraud, Corruption and Bribery Policy in place which reflects the company's vehement opposition to the committing of illicit or unlawful acts and its firm will to combat and prevent them, for the purpose of fulfilling its 'zero tolerance' principles.
Chairman
The Crime Prevention Model includes risks related to corruption, such as bribery, influence peddling and corruption in business.
All activities in Spain have been analysed for these risks and the company has put in place controls and guidelines for action in order to prevent and mitigate those risks. [GRI 205-1]
Creation of value for our stakeholders
The Enagás Corruption Prevention Model is based on ISO 37001 on anti-bribery management systems, and includes the review of the Anti-Fraud, Corruption and Bribery Policy, and the creation of regulations that implement and will serve as a framework for the corruption prevention controls.
The standard establishes the following general control measures to prevent corruption:
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The Company makes it easy for Enagás employees, as well as its suppliers, contractors, and those who collaborate with the Company or act on its behalf, including its business partners, to consult doubts and report irregularities via:
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In addition to the formal channels, Enagás professionals can always:
See the Anti-fraud, Corruption and Bribery Policy on the corporate website
Procedure for managing the offer and acceptance of gifts General Management Regulation for Awarding and Contracting Anti-Fraud, Corruption and Bribery Policy Procedures for Managing Sponsorship, Patronage, Donations and Partnerships General Standard for Hiring External Advisors Code of Ethics Procedure for the Management of Powers and Certificates General Travel Regulations for Work Purposes Ethics channel
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About our Consolidated Management Report
Enagás adopts a focus of responsible tax practice based on prudence and aligned with the recommendations set out in the OECD Guidelines for Multinational Enterprises.
The Fiscal Policy sets out the strategy and principles that must guide the conduct of all employees, executives and directors of Enagás, as well as third parties with whom the company has relationships.
Enagás adhered to the Code of Good Tax Practices, and presented the Fiscal Transparency Report in line with the company's commitment to tax transparency.
Moreover, in accordance with the public reporting commitments set out in the Fiscal Policy, the company has published in this report the total tax contribution and the taxes paid in the different jurisdictions where the company operated through affiliates (see the 'Financial and operational excellence' chapter).
Consult the Fiscal Policy on the corporate website
The company is included in the European Transparency Register, and reports on information related to European policies that directly or indirectly impact the gas transmission and storage
business, the liquefied natural gas business, and the Spanish and European gas industry. It also reports on lobbying initiatives carried out by the company in Brussels in relation to these policies and implementations, and the associated costs.
Enagás has three professionals participating part-time in different activities related to the transparency register, including a permanent representative in Brussels. In 2019, annual costs were less than 200,000 euros, distributed as follows: personnel expenses (73%), office and administration expenses (2%), representation, communication and public relations expenses (2%), internal expenses (7%) and association membership fees (15%).
Similarly, Enagás is participating in commercial associations, business associations and groups such as chambers of commerce and think tanks as a sponsor for these initiatives. The amount allocated in 2019 was 588,353 euros.
Enagás professionals are provided with the opportunity to undergo training on the Code of Ethics that encompasses such key issues as the fight against fraud, corruption and bribery, fiscal responsibility and respect for Human Rights, among others. It is a tool for preventing irregularities, including those that could constitute crimes, in those spheres. The course has been completed by 93.6% of professionals in Spain.
Training was given over the last three years on the Enagás Crime
Members of the Management Committee and Senior Managers have received face-to-face training on the Corruption Prevention Model
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Prevention Model, which was completed by 92.2% of professionals. The course includes general information on the Crime Prevention Model and practical cases related to the most relevant crimes related to the company's activity, and professionals are provided with a Crime Prevention Manual. This manual includes a description of each crime and behavioural guidelines for its prevention.
In 2019, face-to-face training on the Corruption Prevention Model was given to members of the Management Committee and Senior Managers, and will be extended next year to all employees in an online format.
Furthermore, one of the most highly valued aspects of the workplace climate survey carried out in 2018 (see the 'People' chapter) was the awareness among professionals regarding the existence of the Ethics Channel to report inappropriate behaviour without fear of reprisal. This reveals the level of familiarity with the principles and guidelines on conduct expected by Enagás.

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Report
[GRI 103-1, GRI 103-2, GRI 103-3]
Financial and operational excellence is one of our main concerns, given that the efficient management of the company's assets is one of the key strengths for the sustainability of the business in the short, medium and long-term.
Creation of
The key aspects on which we focus are sustaining our excellent results over time, a financing strategy based on diversification, and driving operational excellence through continuous improvement programmes, digitalisation, corporate entrepreneurship and the efficiency plan.
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1.60 € dividend per share in 2019

2.1% financial cost of debt
(3.9x Net Debt/EBITDA adjusted)

model Enagás in 2019 Interview with the Executive
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Strategy Our commitment to the energy transition
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Results in line with the targets set for 2019.
| In M€ | 2018(2) | 2019(3) | % variation |
|---|---|---|---|
| Total revenue* | 1,342.2 | 1,182.8 | -11.9% |
| EBITDA** | 1,060.7 | 1,016.4 | -4.2% |
| EBIT** | 691.0 | 657.4 | -4.9% |
| Net profit(1)* | 442.6 | 422.6 | -4.5% |
(1) 540 million euros profit before tax, which includes the result of investments accounted for using the equity method, which is recorded net of tax effect.
The breakdown of net profit per country is as follows: Spain 456 million euros, Peru 41.8 million euros, Greece 14.6 million euros, USA 13.7 million euros, Mexico 11.4 million euros, Chile 9.4 million euros and Switzerland -6.9 million euros.
(2) The GNL Quintero affiliate accounted for the full consolidation method.
(3) The GNL Quintero affiliate was fully consolidated until February 2019 and has been accounted for using the equity method since March.
At year-end 2019, Enagás shares were trading at 22.74 euros each, a fall of 3.7% on the previous year-end, with a share capitalisation of 5,958 million euros. Taking into account the dividends paid during 2019, the total yield for company shareholders stood at +9.9% for 2019.
In 2019 the Spanish benchmark index, Ibex 35, rose by 11.82% and the European sector index, EuroStoxx Utilities, was up by 24.59%. Throughout the year, the Enagás share price behaved less positively than its benchmark index, Ibex 35 (+11.8%), and than its European sector index, EuroStoxx Utilities (+24.6%).
Creation of value for our stakeholders
During 2019, the price of the Enagás share peaked at 27.08 euros (March 21), with a low of 19.12 euros (July 16). The average volume traded for the year was 1,086,439, slightly more than recorded at year-end 2018, which was 943,326 shares.
Enagás successfully completed a capital increase of 500 million euros, through the issuance of 23,255,814 shares at a price of 21.50 euros per share. This meant a discount of only 1.47%. This was the lowest discount and best after-market performance for a capital increase without preferential subscription rights in the Accelerated Book-Building (ABB) format over 500 million euros in Spain's history.
Enagás will use this capital increase to finance its increased stake in the American energy company Tallgrass Energy.
Enagás adapted to the new context arising from the global financial crisis by reducing external bank borrowings and replacing it with another type of financing, such as bonds. This enabled it to achieve a more diversified structure.
CORPORATE GOVERNANCE REPORT

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| Pro forma GNL Quintero by Equity |
||||
|---|---|---|---|---|
| Leverage and liquidity |
2018 | 2019 | 2018 | 2019(1) |
| Net debt* | 3,630 M€ | 3,755 M€ | 4,275 M€ | 3,755 M€ |
| Net debt/adjusted EBITDA(2)** | 3.8x | 3.9x | 4.0x | 3.8x |
| FFO/Net debt** | 20.0% | 20.1% | 18.8% | 20.2% |
| Financial cost of debt* | 2.0% | 2.1% | 2.4% | 2.2% |
| Liquidity* | 2,467M€ | 2,717M€ | 2,809M€ | 2,717M€ |
(1) Includes the two months' full consolidation for GNL Quintero. (2) EBITDA adjusted by dividends received from affiliates.
** The said sums were found in the report on Alternative Performance Measures, available at https://www.enagas.es/enagas/es/AccionistasEInversores/InformacionEconomicoFinanciera/Medidas\Alternativas\_de\_Rendimiento\(APM)

● Debt in euros
Chairman
Key indicators 1 2 3 4 5 ANNUAL Appendices 6
Creation of value for our stakeholders

72% ● Debt in USD 28%
CORPORATE GOVERNANCE REPORT
The total tax contribution made by Enagás in 2019 amounted to 250 million euros, of which 59% corresponded to taxes borne (147 million euros) and 41% to taxes collected (103 million euros).
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The total tax contribution is calculated according to the PwC Total Tax Contribution (TTC) method, using the cash method and taking into account the fully integrated entities and joint operations (see section '1.3 Consolidation principles, Consolidation methods' of the Consolidated Annual Accounts).
Tax paid in 2019 corresponded almost entirely (99.7%) to tax paid in Spain* .

Enagás has transformed its 1,500 million-euro syndicated credit line into a sustainable one by linking its price to the reduction of CO2 emissions (see the 'Climate change and energy efficiency' chapter). This credit line is held by 11 national and international financial institutions, has a limit of 1,500 million euros – not currently drawn down – and it matures in December 2024.
* The additional TTC of subsidiary and affiliate companies accounted for using the equity method was 105 million euros, of which tax borne was 50 million euros and tax collected was 55 million euros.


model Enagás in 2019 Interview with the Executive
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Our business Annual Report 2019
REPORT
Due to its geostrategic location, Spain is in a privileged position with regard to the liquefied natural gas (LNG) market for domestic supply and also for exporting natural gas to Europe from a wide range of sources. Spain has the highest number of regasification plants of any European country, as well as a meshed network of gas pipelines. This gives the country great capacity for storage, transmission and operational flexibility.
Chairman
Given this situation, and after more than fifty years of experience in developing, maintaining and operating regasification plants and transmission pipelines, Enagás positions itself as one of the most reputable transmission companies in Europe in terms of facility efficiency.
Our terminals are now recognised as among the most efficient in Europe, with availability of over 99%. At Enagás, we place our facilities at the service of our customers. There, we provide both traditional LNG services, such as the unloading of tankers, regasification, LNG transfer to ships and tanker trucks, as well a new small-scale and bunkering services. We are adapting our facilities to these services every day.
Across the board, we are working on continuously improving our facilities, implementing the latest technologies. We have invested in creating a 'logistics hub' for Europe in the gas market, promoting the use of our infrastructure through traditional services and new smallscale and bunkering services.
Enagás, a midstream company with more than fifty years of experience in the development and maintenance of gas infrastructure and operation and management of gas networks, was certified as an Independent Network Manager (TSO: Transmission System Operator) by the European Commission in 2012, securing its positioning as a European sector leader. It also works as the Technical Manager of the System following the publication of the Hydrocarbons Law. This means it is responsible for the operation and technical management of the Basic Network and the secondary transmission network, guaranteeing the continuity and security of the natural gas supply as well as proper coordination between access points, storage facilities, transmission and distribution.
Creation of
stakeholders
Enagás has been carrying out the majority of its activities in Spain since its founding in 1969. It has built up a meshed network of more than 12,000 km of high-pressure gas pipelines, facilitating access to gas from almost every point on the Iberian Peninsula. The company holds stakes in six of the seven regasification plants in the Iberian Peninsula (four terminals owned outright and two part-owned), and has three underground storage facilities. As the main transmission company, Enagás has developed the main infrastructure facilities of the Spanish Gas System, making it a leader in security and diversification of supply and consolidating its presence on the international stage.
See the Annual Report on the Spanish Gas System on our corporate website
Enagás is one of the companies with the most LNG terminals in the world. We are pioneers in the development, maintenance and operation of this type of infrastructure, and our knowledge and experience have made us international leaders in the sector.
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Our terminals have a unique logistical position: their placement between the Atlantic, Cantabrian and Mediterranean catchment areas favours sea transmission and the diversification of LNG sources and destinations. In addition, as regards emissions, Spain is the entry point for a possible ECA (Emission Control Area), an area that could be declared particularly vulnerable to pollution. In such an area, a small-scale market could be a solution.
At Enagás, we offer a vetting service for the assessment and inspection of methane tankers, both in the large and small-scale sectors.
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availability at all LNG terminals
) Greater than 3,500 m3/h average tanker loading rate at all our plants
) Zero operational losses from boil-off during tanker loading operations
) Minimum shrinkage rate in operations
) Maximum flexibility without penalisation in the allocation and adjustment of slots for tanker
offloading and loading
Q-Max up to 266,000 m3 LNG

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At Enagás, we are working to provide our customers with the set of services we provide, in accordance with current regulations. The Third-Party Network Access (ATR) services that we provide at our facilities are fundamentally classified as:
Chairman
Gas quality
Volume of gas
Pressure and temperature instrumentation
On December 23, 2019 the CNMC(1) published its Circular 8/2019, which set out the methodology and conditions for access and capacity allocation in the natural gas system. In addition, on January 17, 2020, the CNMC published its Circular 2/2020, setting out the natural gas balancing rules. Finally, publication is still pending of the last piece of regulation to define the methodology for the calculating tolls for transport, local networks and regasification of natural gas.

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This entire regulatory system represents the foundations for bringing about a major change in the management/marketing model of the Spanish Gas System, with significant changes such as single-plant management, management of the virtual balance tank, as well as the marketing of new services such as LNG storage in tanks or liquefaction. Also included is the marketing of products located in a particular terminal, such as tanker truck loading services or marketing of aggregate products, i.e. a single contract for example for the unloading of a ship and storage and regasification of the unloaded LNG. It also includes changes in the management model for gas balancing with the aim of minimising operators' risks in the face of fraudulent movements by any marketer.
However, owing to regulatory changes, Enagás, as a company with excellent standards of operation and infrastructure use, is adapting to this new management model in order to continue providing a quality service, both during the transition period defined in the
regulation, from April 1 to September 30, 2020, and for the definitive implementation of the model scheduled for October 1, 2020.
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In 2019, commercial availability was at 100% and technical availability was at 98.91%. On the other hand, the year was characterised by a global abundance of LNG, which led to an increase in ship unloading at Spanish terminals. This was evidenced by a gas volume of 138 TWh being unloaded at Enagás terminals, 17% more than the gas unloaded from ships in 2018. Likewise, the use of regasification increased, reaching 130 TWh, 28% more than in 2018.
In this scenario of LNG oversupply, use of LNG storage facilities increased, reaching an average ratio of 64%, resulting in an increase in stored LNG of 29% compared to 2018. Finally, the use of tanker truck loading services increased, reaching 12.6 TWh, 4% more than in 2018. Underground storage capacity allocation is currently at levels above 95%.

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Creation of value for our stakeholders
Our customers are transmission companies, shippers, distributors and the direct consumers in the market (consumers which connect directly to our facilities), to which Enagás supplies a wide range of liquefied natural gas (LNG) services, transmission and underground natural gas storage.
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Enagás regularly evaluates the satisfaction of its customers and professionals (see the 'People' chapter) through satisfaction surveys, the results and associated improvement plans being reported to those same stakeholders.
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In the case of customers, the results obtained in 2019 were as follows: [GRI 102-21, GRI 102-42, GRI 102-43, GRI 102-44]

France 2% Others 1%
| Number of responses out of the total |
Assessment of services rendered |
Services | |||
|---|---|---|---|---|---|
| n peratio ness o usi B |
Enagás as | Shippers | 47/74 | 8.8/10 | Capacity management and viability analysis, |
| transmission company |
System operators (transmission and distribution companies) |
3/8 | 8.0/10 | infrastructure operation and programming, etc. |
|
| Enagás as Technical |
Shippers | 71/174 | 8.5/10 | Programming, operations, | |
| Manager of the System |
System operators | 5/16 | 9.0/10 | distribution and balances, etc. |
See the list of our customers on our corporate website
shippers
180
Consult the improvement plans associated with satisfaction surveys on the corporate website
In 2019, no formal complaints were received from customers.

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Creation of value for our stakeholders

Enagás continues to promote efficiency as one of the key strengths for the sustainability of the business in the short, medium and longterm. In order to do this, our current efficiency plan focuses on the following areas:
as a critical asset of the company (see the 'People' chapter) and innovation (corporate entrepreneurship programme).
Administration and support services, by putting in place actions to ensure control of spending, adjusting it to the needs of the business at all times (cost efficiency plan).
As part of the Lean-Kaizen Continuous Improvement Programme, launched in 2015, the implementation of the 'Daily Kaizen' project was completed in 2019 at all the company's facilities. This initiative involves more than 450 professionals and is focused on people and enhancing team communication and collaboration. To this end, the different teams were equipped with 'lean' tools in order to generate autonomous improvement teams in their day-to-day work, thus enabling a cultural change to be generated that is sustainable
over time. In addition, the lines addressed are directed towards the development and implementation of a culture of improvement in daily operations through the use of different tools such as Kanban panels for team organisation, the application of '5S' for the organisation of spaces, the standardisation of tasks and problemsolving, as well as focusing on training and capacity building to guarantee the implementation of the programme's philosophy of continuous improvement and sustainability in the future.
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In addition, as a way of addressing new challenges at the company, in 2018, cross-cutting projects have been launched with multidisciplinary teams that will allow us to create innovative solutions with a focus on efficiency and process improvement, thus generating disruptive results in the short-term. These use new methodologies, including Lean-Kaizen and Design Thinking.
In 2020, the Programme will focus on initiatives directed at programme sustainability and continuing with cross-cutting improvement projects.
Within the Agility Programme, during the course of 2019, the 'Agility Hub' promoted specific actions in the fields of culture, organisation and processes and projects, with the aim of providing the organisation with a greater capacity for adaptation, new work capacities and dynamics, as well as early value delivery. Pilot tests incorporating agile principles and methodologies have resulted in an improvement in the satisfaction and commitment of the teams, better adaptation of the products, reduction of the time of delivery of value to the customer and have confirmed the viability of Agility scaling at Enagás.
Moreover, specific roles and profiles have been identified in the organisation as facilitators for the promotion and implementation of these different methodologies, and communities of practice have been created to share and maintain the company's critical knowledge.

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Health and safety is one of the material aspects for Enagás, as is reflected in the Company's Health and Safety, Environment and Quality Policy. From an overall safety perspective, the Company seeks the involvement of leaders and the development of a behavioural model for health and safety that guarantees the operation and maintenance of the facilities, processes and equipment, in safe conditions, so that people can carry out their work in optimal health and safety conditions.
Creation of value for our stakeholders
The key aspects that we address in our approach to overall safety are the management of occupational risk prevention, including road safety, crisis management, industrial safety and major accidents and emergencies, information security and the health of professionals.
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of activity certified under OHSAS 18001 [GRI 403-1]
4.04 Lost time injury frequency rate (own staff + contractors)
safety [GRI 403-5]
3.59% Rate of absenteeism [GRI 403-9]
[GRI 403-9]
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The Integrated Health, Safety, Environment and Quality System of the Enagás Group is certified under OHSAS 18001 and has procedures and systems that seek to prevent injuries and illnesses caused by working conditions in addition to the protection and health promotion of employees. This certification covers 100% of the professionals and contractors under this management system that work at Enagás infrastructure facilities. [GRI 403-1, GRI 403-7, GRI 403-8]
In addition, this system includes the Road Safety Management System, certified in 2017 according to ISO39001. On this topic, the company has a Mobility and Road Safety Plan, a set of Road Safety Guidelines, a vehicle use protocol, a Sustainable and Safe Fleet Management Handbook and a Road Safety Best Practices Guide.
Enagás promotes safety throughout its supply chain and requires OHSAS 18001 certification as part of its approval process for suppliers of certain families of products or services. Furthermore, in order to guarantee the coordination of business activities and the coordination of health and safety on building projects, the company has the Enagás Contractor Access System (SACE) to manage the safety of its suppliers, contractors and the whole subcontracting chain. This system offers contractors the operating safety procedures applicable to the risks involved in the works they perform. [GRI 403-7]
Employees and contractors have access to various channels through which they can participate in and consult the operation, implementation and assessment of the management system. These include the bulletin board, staff letters, forms, internal memos, informational pamphlets, posters and/or electronic communications or by any other means that can be documented and guarantee receipt by the recipient.
Enagás has various employee representative bodies where employees may exercise their participation and consultation rights. Different committees comprise health and safety officers and management representatives. The Health and Safety Committees1 meet every three months, while the Group and Enagás Transporte SAU Intercentre Health and Safety Committees meet with a frequency set out in the Collective Bargaining Agreement. There is also a suggestion box on the Intranet, which is available to all employees. [GRI 403-4]
Creation of value for our stakeholders
In 2019, a total of 14,379 hours of health and safety training were provided for company employees. [GRI 403-5]
Health and Safety training is a key part of any preventative action to improve worker protection from the hazards present in daily operations. This is why Enagás has designed a training schedule for all different job profiles at the company that sets out the specific training activities needed for each risk group. Among these actions, in 2019, the following stand out: risk training in the office using virtual reality, a sleep workshop for shift personnel and stress management workshops for the entire Enagás Group.
During 2019, 60 awareness-raising campaigns were carried out, most aimed at promoting the physical and mental well-being of Enagás workers through the development of activities that favour a healthy diet, promote regular physical activity and help improve general health.
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› To mark World Day for Safety and Health at Work, on May 28, Enagás organised several activities throughout the week with the aim of promoting healthy and safe habits among the company's employees.
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In addition, 11 informative talks were held in the field of health and Vsafety on various topics: prevention of colon cancer, mindfulness, healthy eating, habits for better posture, cardiorespiratory arrest, new mobility habits, etc. [GRI 403-6]
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Enagás is also providing training to all its contractors through the SACE platform. This training is complementary to the face-toface chats at infrastructure facilities where particularly hazardous work may be carried out. 4,372 hours of training were provided to contractors through the SACE platform, which is equivalent to 2,186 training courses. [GRI 403-5]
See the health and safety, environment and quality policy, as well as the Corporate guidelines for the prevention of major accidents and the Corporate road safety guidelines on the corporate website.
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Number of accidents causing injuries and sick leave per million hours worked. (Number of accidents leading to sick leave x 106 / Number of hours worked).
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(1) Lost time injury frequency rate by gender is 6.49 for men and 1.67 for women in 2019, and 2.85 and 0.00 respectively in 2018 (calculated from the number of hours worked estimated on the basis of the distribution of the workforce)
In 2019, there were 11 accidents involving sick leave for own staff (ten men and one woman) (five accidents in 2018, all of them men), and all of them have been categorised as minor accidents by the Mutual Social Security Association. The main causes have been slipping and/or tripping, overexertion and postural/ergonomic aspects. Enagás has a procedure of lessons learned where the method of dissemination is established that uses a cascade approach so that it reaches all personnel at the company.
As regards reported workplace injuries, the rate per million hours worked is 7.48 for own staff and 6.75 for contractors.
Number of days lost due to accidents per thousand hours worked. (Number of working days lost x 103 / Number of hours worked).
Creation of value for our stakeholders

● Lost time injury severity rate (own staff)
Lost day rate
200,000
Total cases with lost days (own staff) / Total hours worked per
● Lost time injury frequency rate (contractor staff)
● Lost time injury severity rate (own staff + contractor staff)
(1) The severity rate of leave by gender is 0.13 for men and 0.01 for women in 2019, and 0.06 and 0.00 respectively in 2018 (calculated with the number of hours worked estimated on the basis of the distribution of the workforce)
68.28
9.07
2017 2018 2019
19.17
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Absenteeism hours x 100 / Theoretical hours (collective workforce x 1,682 hours)
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Through its evaluation systems for health and safety-related risks, Enagás has not identified workers at risk of work-related diseases.

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Within its Health and Safety Management System, Enagás has a procedure for the identification of occupational hazards and subsequent risk assessment. Additionally, the following procedures are available:
Following any risk assessment, corrective actions are established to mitigate the relevant identified risks, and the effectiveness of the action is subsequently evaluated.
Creation of value for our stakeholders
Enagás has an internal procedure for reporting risks or anomalies that any worker may detect during the course of their activity. There are various channels for establishing these communications, such as Health and Safety Committees and meetings, workers' representatives, an electronic mailbox available to all employees, and coordination meetings with contractors, through the prevention service or those directly responsible.
If a situation involving an imminent, major risk is identified, professionals are obligated to stop working, remain in a safe location and notify their direct supervisor of the situation.
Enagás has a procedure for action, notification, investigation and statistical incident analysis (including accidents resulting in sick leave, not resulting in sick leave, fatal, major and multiple, as well as incidents).
If the following circumstances arise, a specialised investigation is carried out through a specific register:
Following the investigation, a report is produced including the causes of the incident, the potential risk assessment, the corrective actions identified, the persons responsible for carrying out and monitoring the corrective measures (including those that affect the risk assessment review or changes to the management system), as well as resources and timelines.
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See the General Policy on the Integrated Security of Strategic Infrastructures on our corporate website
See the Corporate guidelines for the prevention of major accidents on our corporate website

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Enagás has a stakeholders map for managing crises affecting infrastructures so that, in a hypothetical crisis situation, all key people as well as the channels and issues can be identified.
Enagás also has different procedures in place to respond to incidents in information systems, which include roles and responsibilities, steps to take to restore the operability of equipment and systems, recovery times, etc.
Enagás has also worked on creating a company Crisis Manual for quick and effective incident management, and has established numerous action committees to control incidents depending on the degree of severity and resulting consequences.
Enagás has a cybersecurity policy approved by the Board of Directors, which is aimed at efficiently managing the security of information processed by the company's IT systems, as well as the assets involved in these processes.
The Enagás information security management model is applicable to cybersecurity and is based on international and national regulations, in order to provide, through all means within its reach and in proportion to the threats detected, the resources required for the organisation to have an environment that is aligned with the established business and cybersecurity targets.
Additionally, as enhanced protection for the critical infrastructures operated by Enagás, a General Policy on the Integrated Security of Enagás has a cybersecurity management model with segregation of duties between government and operation, as well as a Cybersecurity Master Plan
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Strategic Infrastructures has been defined in which the processes of physical and logical security have been combined for compliance with the Law governing the Protection of Critical Infrastructure (LPIC).
During 2019, several projects have been put in place to improve the protection of industrial control systems as well as their resilience within the framework of the Cybersecurity Master Plan. External cybersecurity audits have been conducted on corporate information systems and industrial control systems, with satisfactory results in terms of the level of cybersecurity found.
Enagás has been deploying its cybersecurity awareness and training strategy, reaching all staff and carrying out a number of face-to-face and online activities intended to improve employee ability to detect and react to threats. Currently, Enagás has obtained ISO 27001:2013 certification for its logistics and commercial systems, gas pipeline control systems and industrial control systems for each type of infrastructure that it operates.
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As in previous years, Enagás' IT systems were not subjected to any successful attacks in 2019.
See the Cybersecurity Policy on our corporate website

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Enagás has received the Healthy Workplace certification. The Integrated Healthy Management System encompasses aspects and information regarding the physical working environment, the psychosocial environment, personal health resources and community participation.
Creation of value for our stakeholders
At Enagás, all job-specific risks with health impacts are assessed, and there are associated medical protocols to prevent and/or mitigate these impacts. [GRI 403-7]
In addition, there is an agreement with an external prevention service to provide coverage to the occupational medicine and health monitoring speciality at all centres. Enagás' headquarters has a doctor and a qualified occupational nurse. At the Gaviota platform, there is a qualified occupational nurse. Enagás also offers its employees private health insurance at a subsidised rate, and a physiotherapy service is offered for shift workers at regasification plants. [GRI 403-6]
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Besides the specific medical check-up for each position, Enagás also carries out basic analytics, a cholesterol breakdown, prostate cancer check-ups for men over 45 years of age, an electrocardiogram and a colon cancer diagnostic test. Enagás has also implemented a programme to encourage professionals to gather the necessary knowledge to become promoters of their own health.
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With the aim of promoting a healthy lifestyle among employees, Enagás provides professionals with healthy and natural food at the headquarters and in infrastructure canteens. It also encourages exercise through yoga and pilates classes by means of programmes such as 'In shape', and provides changing rooms, showers and bicycle parking. [GRI 403-6]
Enagás professionals have a programme that allows them to gather the necessary knowledge to become promoters of their own health

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[GRI 103-1, GRI 103-2, GRI 103-3]
Natural capital management is one of the key areas for Enagás, as is reflected in the company's health and safety, environment and quality policy. The control and minimisation of our impacts on the environment produces direct internal benefits by improving the use of resources, ensuring the sustainability of our business and generating confidence in our stakeholders.
Creation of value for our stakeholders
The key aspects that we address in our environmental management model are the environmental management system, the analysis of environmental impacts through the evaluation of environmental aspects (atmospheric emissions, control of spillages and waste, noise control, water management and biodiversity) and environmental impact studies.
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of activity certified in accordance with ISO 14001
48,243 m3 of water consumption
[GRI 303-5]
4,917 t of waste generated [GRI 306-2]
of NOx [GRI 305-7]
17 t of SOx [GRI 305-7] 1,074 t
44 t of CO [GRI 305-7]

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Enagás undertakes its environmental commitments (as outlined in the Health and Safety, Environment and Quality Policy) via its environmental management system. 100% of Enagás' activity is certified in accordance with ISO 14001.
Furthermore, the Serrablo and Yela storage facilities and the Huelva and Barcelona regasification plants are EMAS certified.
Enagás analyses the dependencies and impacts on natural capital, at both corporate and facility level, with the aim of identifying actions that will enable us to move towards a positive net impact.
At corporate level, energy consumption (natural gas and electricity) is key to carrying out our activities. With regard to energy consumption, in 2019 Enagás, within the framework of its ISO 50001-certified energy management system, analysed the most significant energy consumption in terms of facilities and equipment, as well as their dependence on the main variables, enabling us to establish and prioritise the energy efficiency initiatives with the greatest impact (see the 'Climate change and energy efficiency' chapter).
Environmental impacts are analysed through environmental assessments in the case of construction, operation and maintenance activities. What is more, for infrastructure construction projects, and based on their type and on applicable regulations, environmental impact studies are carried out which include both the impacts themselves and the measures taken to mitigate them, while also establishing stakeholder consultation procedures. (See the 'Local communities' chapter).
For each of these aspects, ordered by relevance, their origin is shown as well as the main actions Enagás carries out to prevent and reduce them.
| Environmental aspects | Origin of impacts | Preventative actions and impact mitigation |
||||
|---|---|---|---|---|---|---|
| Most relevance | Gas emissions | CO2 emissions CH4 emissions NOx, HCFCs, CO, SOx emissions |
Energy consumption for the operation, construction and maintenance of infrastructures (transmission, storage and regasification) |
) Energy efficiency ) Emissions offsetting ) Preventive maintenance ) Emission reduction targets linked to variable remuneration paid to professionals |
||
| Medium relevance |
Waste | Non-hazardous waste Hazardous waste Spillage |
Infrastructure maintenance | ) Recycling and re-use ) Spillage prevention measures ) Waste recycling and re-use targets |
||
| Least relevance | Seawater withdrawal (returning the water in similar conditions) Impact on biodiversity |
Regasification plant operations | ) Use water for cooling before returning to the sea |
|||
| Infrastructure construction | ) Restitution and replanting ) Species recovery programmes |
|||||
| surface water sources | Consumption of water from the municipal network and ground or | Fire fighting systems Irrigation Sanitation |
) General plan to reduce the consumption of water in facilities |
|||
| Noise pollution | Infrastructure operation | ) Silencers, insulation | ||||
| Light pollution | Infrastructure operation | ) Reduction of night-time lighting |
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In addition, Enagás conducts other analyses and studies, such as assessments of environmental risks associated with accidental scenarios. All of this enables us to identify the natural capital assets in which we have the greatest impact at facility level and to therefore prioritise environmental actions based on them. As a result of the environmental risk assessments associated with

See the Health and Safety, Environment and Quality Policy on the corporate website

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accidental scenarios and their economic quantification (Law 26/2007), it has only been obligatory to provide a financial guarantee at the El Musel plant (scenario of oil spillage into surface waters) and the underground storage facilities at Serrablo and Yela (the main risk scenario is fire affecting wild species and habitats).
In certain cases, a more detailed assessment is conducted to analyse the ecosystem services of the environment. This is the case of the Landscape Integration Study that was carried out prior to the construction of the Euskadour Compressor Station and which resulted in the identification of revegetation and recovery measures for soils, vegetation and water courses, with more than 900 species planted.
Environmental monitoring is carried out through environmental audits, environmental surveillance programmes, assessments of legal compliance at all facilities and monitoring of environmental indicators and improvement plans. In 2019, environmental monitoring was performed on 124 km of gas pipeline and 52 environmental audits were conducted at facilities.
Enagás has signed the 'Circular Economy Agreement' and has made the following commitments which are already being worked on:
Creation of value for our stakeholders
1) Promotion of a responsible consumption model that includes the use of sustainable products and services and lower use of non-renewable natural resources
• Energy efficiency:Enagás' energy efficiency and emissions reduction plan includes measures aimed at reducing the consumption of natural gas and electricity as well as the self-generation of energy (see the 'Climate change and energy efficiency' chapter).
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• Use of cooling: Enagás is implementing a project to make use of the cooling properties of liquefied natural gas (LNG) in the Huelva regasification plant. Through this project the residual cooling resulting from the plant's regasification process is transferred to refrigeration facilities. Therefore, a freezing service for sustainable products is provided, with an energy saving of over 50% in energy costs and a reduction in the carbon footprint of 90%.
2) Promoting guidelines to increase process innovation and efficiency
• Re-use: Every year, Enagás donates IT equipment and mobile devices that are no longer in use.
4) Promoting analysis of the product life cycles incorporating ecodesign criteria, making repair possible and prolonging service life
5) Raising awareness on the importance of moving towards a circular economy

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During the development of infrastructures, Enagás carries out activities aimed at protecting and preserving flora and fauna, thereby mitigating any impact on biodiversity. Such activities start with on-site reconnaissance before any work commences in order to check for the presence/absence of species along the route.
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In addition, after the construction work, Enagás returns the affected areas to their previous state by reforesting the entire area.
In 2019, a construction project was carried out using the corridors of other existing infrastructures and existing accesses to the work area were also used, thus reducing the damage to soil and waters. [GRI 304-2, GRI 304-3, GRI OG4]
At Enagás, we do not consume water in our production processes. The company has thus not stated significant aspects linked to water shortages in the yearly assessments that are conducted in line with the environmental management model.
The main withdrawal of water that Enagás carries out is that of seawater for use in floodwater and seawater vaporisers at regasification plants. This water is returned under the same conditions as those in which it is withdrawn (the temperature decrease is minimal and it does not affect the marine ecosystem). The volume of water taken is directly proportional to the quantity of gas regasified. [GRI 303-3, GRI 303-4]

Creation of value for our stakeholders

● Barcelona plant
● Cartagena plant
● Huelva plant
Other water withdrawn from other sources (m3 ) [GRI 303-3]
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The reduction in the amount of water withdrawn from other sources is the result of consumption reduction measures implemented in previous years, as well as regular publicity and awareness campaigns on this issue.
Additionally, Enagás discharges wastewater similar to household wastewater. In 2019, 15,849 m3 of water was discharged into the public mains and 8,937 m3 of water into septic tanks or the sea. [GRI 303-2, GRI 303-4, GRI 306-1]
In 2019, 48,243 m3 of water was used mainly for sanitation, irrigation and fire fighting equipment, the latter representing only 0.02% of withdrawn water [GRI 303-5]. The company therefore has various measures aimed at reducing water consumption such as better

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In terms of spillage, the company has implemented preventative measures such as installing containment troughs and trays.
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Accidental spillage in 2019 was: [GRI 306-3]
• 70 litres of diesel fuel • 168 litres of oils
• 600 litres of water with methanol • 15 litres of chlorine dioxide • 15 litres of cooling liquid
Accidental spills in 2019
network of the Port of Barcelona. However, in 2019, it had to manage its water as sludge through a manager, as it was found that the sulphides and nitrogen values had been exceeded in the discharge.
Creation of value for our stakeholders

hazardous waste. Enagás mainly generates waste through facility and equipment maintenance (activities that mainly depend on externalities, which accounts for the variability of the level of waste generated in 2019 compared to the previous year). The company aims to recycle, recover and re-use this waste where possible. The target of treating (recycling/re-using) 90% of hazardous and non-hazardous waste has been established in the contract with the waste management company in Spain. [GRI 306-2]
Enagás has implemented a system of segregation, management, storage and delivery to authorised managers of hazardous and non-
report.
The increase in the generation of non-hazardous waste in 2019 is due to an incident that occurred at the regasification plant in Barcelona. This facility usually discharges its grey water into the municipal

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The main non-GHG emissions at our facilities are CO, SOx and NOx. These emissions are produced by the consumption of natural gas by the different equipment.
The energy efficiency measures and the objectives of reducing CO2 emissions (see the 'Climate change and energy efficiency' chapter) are directly related to the reduction in these atmospheric emissions. [GRI 305-7]
Enagás carries out regulatory and voluntary atmospheric checks (self-checks) at all its combustion sites.The control actions are as follows:
Both the regulatory inspections and the internal TESTO checks are planned annually for every facility as part of the 'Atmospheric Monitoring Programme'.
Noise at Enagás' facilities is produced by the operation of regulators, turbines, vaporisers and pumps. Every facility carries out regular
environmental noise measurements around its perimeter, in line with the limits set out in municipal by-laws or legislation that is in force. Enagás conducts annual noise measurement campaigns at its facilities in order to minimise noise pollution. In 2019, a total of 132 noise measurements were conducted at two regasification plants, at three compressor stations and at 127 sites. During 2019, actions were taken to minimise noise levels by installing silencers at six regulation and metering stations.
In certain facilities where legal requirements apply, light pollution is a material aspect. Over the last few years, Enagás has been working on implementing the necessary measures to reduce night-time lighting in its compressor stations.

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factors in reinforcing the vital role that natural gas will play in a low carbon economy as a key element for achieving sustainable, safe and efficient energy.
Improved energy efficiency and lower GHG emissions are major
Creation of value for our stakeholders
The most relevant aspects that we address in our climate change management model are public commitment and the setting of objectives, emissions reduction and compensation measures, as well as reporting on our performance and results, following TCFD recommendations.
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› Annual campaign to detect, quantify and repair fugitive emissions in the facilities.
+61% self-generation of energy from renewable, clean and efficient sources (vs. 2018) [GRI OG3]
310,162 tCO2e Greenhouse gas emissions (Scopes 1 and 2)
34,273 tCO2e Scope 2 emissions [GRI 305-2]
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At Enagás there is a governance structure led by the Board of Directors that supervises the company's climate change performance. The Appointments, Remuneration and CSR Committee, through the Sustainability Committee, approves and monitors the CO2 emissions reduction targets linked to variable remuneration as well as initiatives that help achieve said reduction that are included in the Energy Efficiency and Emissions Reduction Plan.
Furthermore, the Audit and Compliance Committee supervises the efficiency of risk control and management systems and assesses the possible impact of climate change through the Risk Committee.
The Sustainability Committee is formed of the main Directorates of the company, among which is the Strategy function, that provides input for the identification of opportunities.
The Health and Safety, Environment and Quality Committee periodically assesses and manages issues related to climate change associated with business processes, impact assessment studies and the evaluation of environmental aspects.
There are also various working groups reporting to these committees, such as the Energy Efficiency and Emissions Reduction Group, responsible for drafting and monitoring the Energy Efficiency Plan and setting the company's emissions reduction targets, among other matters.
In terms of risk control and management, on the one hand business units are responsible for risk identification and measurement, the risk function controls and manages risks and the Internal Audit Department function supervises the efficiency of the established risk controls (see the 'Risk management' chapter).
[GRI 102-29, GRI 102-31, GRI 201-2]
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Enagás in 2019
Risks derived from climate change are evaluated comprehensively in the Company's risk control and management model.
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To assess these risks, 2030 has been taken as the timeframe (the first timeframe for compliance with the objectives established in the Integrated National Energy and Climate Plan). In this way, risks from factors such as policies and regulatory measures that encourage the use of renewable energy sources, natural disasters or adverse weather conditions and volumes of CO2 emissions and prices are identified and quantified.
According to the assessment, the effects of these risks would have a low economic impact on the company in 2030 (around 5-10% of profit). The effects of these risks can be compensated by the opportunities the company has identified both in the field of renewable gas development and in new natural gas logistics services.
For this climate change risk assessment, a 4ºC temperature rise (business as usual) has been taken as the baseline scenario and a risk scenario of 1.5ºC aligned with the Integrated National Energy and Climate Plan. In the case of the evaluation of physical risks (natural disasters), the risk scenario is a 6ºC increase in temperature.

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› Enagás participated in different events held at the COP25 World Climate Summit in Madrid, where it highlighted the role of LNG and renewable gases such as green hydrogen, both for decarbonisation process and for clean transport.


In 2019 Enagás has been the only company in the world in its sector included on the CDP Climate A List, which means it has achieved the highest score in this annual ranking
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| Factors | Risk | Control and management measures | Opportunity | Lines of action | |
|---|---|---|---|---|---|
| Volume of CO2 emissions CO2 prices |
Additional operation costs resulting from CO2 emissions |
Short and long-term emissions reduction targets linked to variable remuneration Energy Efficiency and Emissions Reduction Plan Setting internal carbon prices Emissions offsetting programme |
Focus areas related to biomethane: Issuance of green certificates Measurement of gas quality: guaranteeing the quality of renewable gas before its injection into the gas network |
||
| Policies and regulatory measures encouraging the use of renewable energies |
Loss of income due to decreased demand |
Promotion of new services and uses of natural gas in transportation by road, rail and sea and in the industrial and household sectors Promotion of the development of gas from renewable sources and hydrogen and their integration in gas infrastructures Promotion of the development of new technologies and infrastructures for the capture, transmission and storage or use of CO2 and small-scale liquefaction |
Renewable gases | Stake in biomethane infrastructures (upgrading/connection to the transmission network) In relation to hydrogen, the main areas of focus are: Involvement in different European groups analysing the technical conditions for the introduction of hydrogen into gas networks Joint Ventures for technological development and the promotion of hydrogen production and transmission infrastructures |
|
| Natural disasters or adverse meteorological conditions (floods, landslides, etc.) |
Operational overcosts due to natural disasters |
Environmental certifications (ISO 14001 and EMAS) Emergency response action plans Procedures for the investigation and monitoring of incidents Development of demand scenarios that determine the infrastructure to develop in order to guarantee secure supply Material damage policy Emergency response action plan Insurance policy covering catastrophic damage Review of plans for adaptation to climate change in infrastructures |
New services | Projects under consideration are focused on the methanisation of hydrogen for its injection into the network, use in mobility and application in auxiliary machinery Design and development of new services in infrastructures, turning them into logistical centres for LNG supply Development of other new services: bunkering (refuelling LNG, between tanks or from a satellite plant to a tank), small scale (refuelling small LNG tanks), parking gas (long term storage of gas in tanks) Extension of tank refuelling service |

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Enagás' carbon footprint is ISO 14064 certified, recorded in the Spanish Ministry for Ecological Transition's Carbon Footprint Record with the 'Calculation, reduction and offset' seal.
Chairman

Despite the sharp increase in the level of activity, Enagás has maintained its emissions at the previous year's level as a result of greater energy efficiency. Domestic demand has increased by 14% while our Scope 1 and 2 emissions have increased by only 1.8%.
In this regard, the highest level of activity has been in underground storage due to the high level of contracting (94.19%), which has translated into a high increase in net injection (+89.84%).

Creation of value for our stakeholders
(1) The data for 2017 and 2018 do not include the emissions data of the GNL Quintero regasification plant for the purposes of comparability. They only include data from Spain. *Scope 2 calculated according to market based methodology. Scope 2 data calculated according to location based methodology are: 88,444 tCO2 e in 2017, 72,078 tCO2 e in 2018, and 81,883 tCO2 e in 2019.
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| Unit | Total 2018 | Total 2019 | 2019 vs. 2018 (%) | ||
|---|---|---|---|---|---|
| Domestic demand | Conventional market and electricity sector demand |
GWh | 349,300 | 398,200 | 14.00% |
| Regasification plants | Regasified gas, truck and tanker loading at regasification plants |
GWh | 114,063 | 138,882 | 21.76% |
| Compressor stations | Compressed gas at Compressor stations | GWh | 220,500 | 177,520 | -19.49% |
| Total net injection underground storage facilities | GWh | 6,697 | 12,714 | 89.84% | |
| Underground storage facilities | Total gross extraction of underground Storage Facilities |
GWh | 5,727 | 4,989 | -12.89% |

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Scopes 1 and 2 emissions by gas type [GRI 305-6]

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Scopes 1 and 2 emissions by source [GRI 305-1, GRI 305-2]

Approximately 77.6% of the Enagás carbon footprint (Scopes 1 and 2) corresponds to emissions of CO2 , mainly produced during the combustion of natural gas in stationary sources, i.e. turbocompressors, boilers, flares, etc.
Creation of value for our stakeholders
Emissions of CH4 , which account for approximately 22.2% of this footprint (Scopes 1 and 2), are mainly due to fugitive emissions (15.3%) and natural gas venting (6.9%). Venting may occur as a result of operation and maintenance, operating safety, pneumatic valves and analysis equipment (chromatographs, etc.)
57% of total footprint emissions (Scopes 1 and 2) are generated by the self-consumption of natural gas in turbo-compressors in compressor stations and underground storage facilities.
| 2017(1) | 2018(1) | 2019 | |
|---|---|---|---|
| Domestic demand (tCO2 e/TWh) |
892 | 873 | 779 |
| Net profit (tCO2 e/M€) |
638 | 689 | 734 |
| By employee (tCO2 e/Employee) |
240 | 231 | 237 |
| Gas departures(2) (tCO2 e/GWh total gas departures) |
0.82 | 0.79 | 0.76 |
(1) The data for 2017 and 2018 have been recalculated removing emissions from the GNL Quintero regasification plant for the purposes of comparability. [GRI 102-48] (2) Total gas departures include the following items: 1) National market demand (conventional national and electricity sector); 2) International market demand (international departures and ship loading).
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55.6% of emissions included in the Carbon Footprint (Scopes 1 and 2) are included in the EU Emissions Trading System (EU ETS).
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In 2019, 50,017 tCO2 were received through free allocation and 70,000 tCO2 were purchased to cover the period's emission rights needs. [GRI 201-2]
In 2019 we reduced the emissions intensity ratio due to domestic demand (tCO2 e/TWh) by 10.7% compared to 2018

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e
226 0.1%
198 0.1%
% of total
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Creation of value for our stakeholders
Scope 3 tCO2
2 Capital goods, for example equipment, machinery,
3 Fuel- and energy-related activities not included in
vehicles, buildings, factories, etc.
Scope 1 or Scope 2
1 Purchased goods and services 13,517 6.2%
Upstream transportation and distribution 1,845 0.8% Waste generated in operations 614 0.3% Business travel 2,028 0.9% Employee commuting 1,315 0.6% Investments 198,999 91% SCOPE 3 TOTAL 218,741 100%

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The increase in Scope 3 emissions in 2019 is due to the inclusion of the emissions from the GNL Quintero regasification plant (in previous years included in Scope 2), as well as the emissions from the operator DESFA.
97% of our Scope 3 issues are concentrated in the category of investments (91%) and Purchased of goods and services (6.2%). The investment category includes the Scope 1 and 2 emissions of our affiliates, in which Enagás does not have financial control but which nevertheless have significant emissions considering the percentage of ownership. The category of Purchased of goods and services includes emissions from the extraction, manufacture and transport of goods and services acquired through our suppliers as well as office paper consumption.
Enagás promotes the reduction of its Scope 3 emissions by extending its emissions reduction commitments to its value chain, through the following actions in the most significant categories:
Investments: in its affiliates, through Enagás' coordinators, it guarantees the alignment of actions with the Enagás strategy. Specifically, in the area of emissions, we work together to identify measures to reduce emissions. As an example, during 2019, Enagás worked together with the TLA Altamira regasification plant to prepare the methane footprint, identify and prioritise
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›In 2019, Enagás was included by CDP in the 'Supplier Engagement Leaderboard', obtaining an A in CDP's '2019 Supplier Engagement Rating'. This list recognizes the best companies for value chain and Scope 3 emissions management.
measures to reduce methane emissions and set a target and path for methane reduction (see the 'Affiliates' chapter).
Purchased of Goods and Services: Enagás has several platforms for the approval and evaluation of its suppliers' performance. In this way, Enagás sends a specific questionnaire on greenhouse gases to its main suppliers. This questionnaire enables suppliers to be assessed on climate change issues and for areas of work to be identified to reduce their carbon footprint (see the 'Supply chain' chapter).
In line with our commitment to climate action, we are adhering to different international initiatives where climate action commitments and emission reduction targets are established:

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Methane Guiding Principles: we have signed up to commitments on methane emissions reduction and transparency.
Our commitment and actions have enabled us to reduce our carbon footprint by almost half in recent years. In the future we will continue to make progress in reducing emissions and therefore we are committed to defining targets in line with science (1.5ºC) and to achieving carbon neutrality by 2050.
To this end, we have defined an ambitious emissions reduction path, setting the following targets for 2018, which we will achieve through the specific measures outlined in our Energy Efficiency and Emissions Reduction Plan:
5% in 2019-2021: objective included in the Long-term Incentive Plan, linked to the variable remuneration of all employees.
15% in 2025: objective linked to sustainable credit conditions.
25% in 2030.
61% in 2040: objective aligned with the 1.5ºC scenarios. We also keep the link between our emissions reduction objectives and variable remuneration:
Creation of value for our stakeholders
At Enagás, energy efficiency has a key role in emissions reduction and considerable efforts have been made in this regard. In recent years we have halved our CO2 emissions thanks to the implementation of energy efficiency measures, in which we have invested more than 64 million euros from 2008. [GRI 201-2]
The net impact of the energy efficiency measures implemented since 2015, which have avoided 558,175 tCO2 e, is shown below.
Enagás has defined an ambitious emissions reduction path aligned with the 1.5ºC scenarios and links its objectives to the variable remuneration of its employees
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● Emissions Scope 1 + Scope 2.
● Cumulative emissions avoided from energy efficiency, emissions reduction and operational efficiency measures from 2015-2019.
● Compensated emissions.
Avoided emissions include the accumulated emissions avoided as a result of the measures of the Energy Efficiency and Emissions Reduction Plan implemented from 2015 to 2019. These emissions were verified in the year of their implementation, with a total of 148,393 tCO2 verified in the period.
We are working to ensure the continuous improvement of the energy efficiency of our infrastructures. Additionally, for 2019, the company has the target of implementing and certifying in accordance with ISO 50001 standard within its energy management system, which would bring about significant improvements in the measurement and reduction of energy consumption in facilities.
The implementation of this system has made it possible to identify the most significant energy consumption at facilities and equipment levels, as well as the correlations between this consumption and the activity at each facility. This enables us to prioritise measures and monitor energy efficiency more precisely.

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[GRI 302-4, GRI 302-5, GRI 305-5]
| Actions aimed at reducing GHG emissions (Energy efficiency and emissions reduction measures) |
Savings type | Energy savings achieved in 2019 (GWh) |
Emission reductions achieved in 2019 (tCO2 e) |
|---|---|---|---|
| Installation of frequency variator on a primary LNG pump at the Cartagena regasification plant. |
0.16 | 40.22 | |
| Installation of a frequency variator on a seawater collection pump at the Cartagena regasification plant |
Electric consumption savings |
0.96 | 235.19 |
| Installation of recirculating pumps with electronic regulation module (frequency variator) in regulation and measurement stations. |
0.03 | 6.26 | |
| Installation of a frequency variator on a seawater pump at the Barcelona regasification plant | 0.40 | 97.59 | |
| Replacement in regulation and measurement stations of existing boilers with high performance, low emissions boilers, modulating natural gas burners and three-way valves. Installation of a boiler and pump control system, with remote access control through the Enagás network. |
Natural gas savings | 1.83 | 370.39 |
| Use of nitrogen in the molecular seal of the flare in Huelva, with the supply and installation of a second nitrogen generation appliance |
0.35 | 70.80 | |
| 2019 Fugitive Emissions Detection and Repair Campaign (LDAR) in the gas pipeline network | - | 125.02 | |
| 2019 Fugitive Emissions Detection and Repair Campaign (LDAR) in regasification plants. | Leaked natural gas | - | 3,187.28 |
| 2019 Fugitive Emissions Detection and Repair Campaign (LDAR) in underground storage facilities |
savings | - | 583.42 |
| Modification in the Organic Rankine Cycle (ORC) installed in Huelva for operation with the high pressure cycle |
18.71 | 4,601.65 | |
| Decrease in working pressure downstream of the turboexpander to increase power generation |
Self-generation | 2.20 | 542.03 |
| TOTAL | 24.63 | 9,860 | |
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› Enagás has contracted a Power Purchase Agreement (PPA) for the supply of electricity for approximately 20% of Enagás' total consumption. This power purchase agreement involves reaching an agreement with Iberdrola for 10 years from 2021 to obtain 100% renewable energy.
Thanks to the 2019 Energy Efficiency and Emissions Reduction Plan, emissions equivalent to almost 4,000(1) cars have been avoided in one year
In 2019, the percentage of electricity with guarantees of origin out of total grid electricity consumption was 40% in facilities with the highest consumption.
In 2019, self-generation of electricity from renewable, clean or efficient sources has increased by 61.3% compared to 2018, representing 17% (36.6GWh) of total electricity consumption. Part of the energy generated is delivered to the national grid and another part is consumed at Enagás' own facilities. [GRI-OG3]
(1) The calculation considers the emission factor 0.1667 kg CO2 /km of a 'generic' car according to the most recent report published by the Ministry for Ecological Transition, based on travel of 15,000 km/year.

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(1) The data for 2017 and 2018 do not include the emissions data of the GNL Quintero regasification plant for the purposes of comparability. They only include data from Spain.
The continuous improvement in the efficiency of our facilities as well as specific energy efficiency measures have enabled us to control energy consumption, which has increased by only 7.8% despite the fact that domestic gas demand has increased by 14% from 2018. The increase in activity has mainly impacted electricity consumption with an 18% increase.
| 2017(1) | 2018(1) | 2019 | |
|---|---|---|---|
| Domestic demand (GWh energy consumed/TWh) |
3.50 | 3.57 | 3.38 |
| Net profit (GWh energy consumed/M€) | 2.51 | 2.82 | 3.19 |
| By employee (GWh energy consumed / employee) |
941.24 | 945.68 | 1,030.67 |
| Gas departures (GWh energy consumed /GWh total gas departures) |
3.21 | 3.24 | 3.28 |
(1) The data for 2017 and 2018 have been recalculated to remove the consumption of the GNL Quintero regasification plant for the purposes of comparability. [GRI 102-48]

Methane emissions represent 22.2% of Enagás' carbon footprint (Scopes 1 and 2). These emissions are mainly due to fugitive emissions (15.3%) and natural gas venting (6.9%). Fugitive emissions are produced in connectors, valves and other components of Enagás' facilities. Venting may occur for operational, maintenance or safety reasons.
In 2019, thanks to Enagás' efforts to reduce venting and fugitive emissions, methane emissions decreased by 13.4% compared to 2018, with a 32.1% decrease in venting while fugitive emissions remain constant (-1.1% vs. 2018).
After several campaigns for the detection, quantification and repair of natural gas leaks in its facilities, Enagás has internalized these actions in the maintenance ranges of its facilities in order to reduce losses from emissions leaks from its activity year after year.
During 2019, a computer application was developed to record fugitive emissions and enable increased control and management of this type of emissions.

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› Enagás joins the United Nations Global Methane Alliance initiative and undertakes to reduce methane emissions from its activity by 45% in 2025 and 60% in 2030 with respect to 2014 figures.
Another important measure is the development in 2019 of a procedure and specific technical instructions for the measurement and quantification of fugitive emissions. Moreover, from 2020 Enagás will carry out annual measurements at all its facilities, thus increasing the frequency of LDAR campaigns.
Creation of value for our stakeholders
Furthermore, Enagás participates in a number of associations actively collaborating in the preparation of reports, studies and research related to methane emissions. During 2019, the following were of note:
this field, a study financed by the EPA about methane emissions in extractive industries has been launched and Enagás is a member of the Steering Committee.
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Enagás commits to reaching carbon neutrality in key fields at a strategic level:
Therefore 32,576 tCO2 have been offset through carbon credits generated by two projects to collect and use gas from landfills in Chile and Mexico, for generating electricity and for another reforestation project in Peru.

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[GRI 103-1, GRI 103-2, GRI 103-3]
Relations with local communities are of concern to the company, since our activities impact the communities in which we operate. They encourage competitiveness in the industry, enhance energy supply security and create direct and indirect employment. We carry out our activity guaranteeing the safety of infrastructure, minimising impacts on ecosystems and the population.
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The most relevant aspects of managing relations with local communities are the identification of local stakeholders, the information and consultation processes we carry out in infrastructure development activities and action plans (social investment).
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18 corporate volunteering initiatives 0.47% social action investment with respect
to net profit
2,483 hours of corporate volunteering 327 professionals took part in corporate volunteering initiatives

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In local communities where Enagás develops and operates infrastructure, the company's priority is to contribute to the their social and economic development and to minimise environmental impact while guaranteeing safety.
For this purpose, the first stages of building, operation and maintenance projects involve analysis of the area in terms of social, economic and environmental aspects, from which local stakeholders are identified.
This enables stakeholder maps to be created for the management of crises and emergencies affecting infrastructure, in which key collectives, communication channels and relevant issues are identified (see the 'Health and safety' chapter).
Furthermore, the needs analysis of the area enabled the identification of key collectives and associations (NGOs, local councils, etc.) which are an important source of information for understanding the local context and for the establishment of partnerships (see section 'Social investment' in this chapter).
Enagás conducts environmental impact studies for construction projects and assessment of environmental aspects for infrastructure operation and maintenance projects. Environmental impact studies are open to public information and are also subject to processes of consultation in which stakeholders may voice their opinion and even propose modifications to a project. EMAS-certified facilities publish an annual report (Barcelona and Cartagena regasification plants and Yela and Serrablo underground storage facilities).
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In the case of gas pipeline construction projects, the route design already takes into account criteria for minimising the impact on local plant and animal wildlife, and for avoiding the occupation of private property. Where the latter is concerned, a regulated procedure is applicable in Spain which includes public information and consultation with the entities affected, which guarantees transparency in the construction of infrastructure and equal treatment before the law.
In matters related to infrastructure safety, Enagás develops internal emergency plans, which include information on stored chemical substances, human and material resources, scenarios, emergency plans, liability, etc. These plans are registered with the local government authorities, which are responsible for communicating them to the community and creating an associated action plan.
Enagás also holds information sessions in local areas for the purpose of explaining details of projects that are being executed locally, and safety and environment-related issues, among others.
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One of Enagás' priorities is to contribute to socio-economic development in the local communities where it develops and operates its infrastructure

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The objective of Enagás' social investment is to contribute to the social and economic development of local communities, giving priority to those regions in which we operate, through sustainable social action models.
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Through dialogue and collaboration with stakeholders, we maximised the positive social impact of our initiatives, whether through volunteering, sponsorships, patronage or donations.

Enagás promotes the development of long-term collaboration initiatives, which contribute to the social and economic development of local communities, giving priority to those areas in which the company operates. For this purpose, it contributes economically and with time to social welfare, economic development, education and youth, health, art and culture, and the environment.
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Sustained, inclusive and sustainable economic growth, full and productive employment and decent work
The initiatives implemented in this field cover the following aspects targeted by Sustainable Development Goal 8.
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› Enagás promotes the employability of vulnerable groups through training. Together with the Tomillo Foundation, training courses on digitalisation were given to young people and other socially disadvantaged people, with the aim of developing new digital skills demanded by the labour market. In addition, in collaboration with the Fundación Randstad and the Fundación José María de Llanos, five training workshops were held to promote the employability and social integration of women in vulnerable situations who have been victims of gender violence.

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Within the scope of its social actions, Enagás includes initiatives aimed at supporting research and the development of the gas sector, since natural gas is of great importance for improving competitiveness of industry, and therefore aids the creation of direct and indirect employment. For this purpose, economic contributions are made in the fields of economic development, education and youth, art and culture, and the environment.

Access to affordable, safe and sustainable energy

The initiatives implemented in this field cover the following aspects
targeted by Sustainable Development Goals 7 and 9.
Enagás engages in a number of specific collaborations as a reaction to emergencies taking place both in Spain and internationally. For this purpose, it makes contributions in cash and kind in the fields of social welfare, economic development, education and youth, health and the environment.
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| Partnerships for achieving the objectives [GRI 102-12] |
In the international context, the initiatives are implemented in collaboration with local partners. In Spain, these initiatives are carried out in collaboration with entities and associations, for the purpose of fulfilling Sustainable Development Goal 17. In this way, and through partnerships with different stakeholders, Enagás contributes to achieving the other SDG in the following areas: Poverty Hunger Health Education Gender equality Energy Infrastructures Reducing inequality Climate change Terrestrial ecosystems |
|
|---|---|---|
| -- | -------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
Enagás' strategic social investment priorities are aligned with the Sustainable Development Goals
[GRI 413-1]

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Enagás employees participate in the company's Corporate Volunteering programme 'En nuestras manos' ('In Our Hands'), giving up their time and bringing their skills and talent. There are two forms of cooperation:
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In 2019, we carried out 18 initiatives, in which 327 employees dedicated a total of 2,483 working hours. This required an investment of 292 thousands of euros by the company to cover programme management costs.


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Enagás collaborates economically with social welfare projects through such activities as:
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The procedure for managing sponsorships, patronage and donations establishes the criteria for the reception, approval and follow-up of collaboration requests (financial contributions).
In 2019 financial contributions amounting to 2 million euros were distributed as follows:

› Enagás volunteers took part in a reforestation day with people with intellectual disabilities from the Fundación Juan XXIII Roncalli

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[GRI 103-1, GRI 103-2, GRI 103-3]
Supply chain management is an increasingly critical point in the company's management. Appropriate supply chain management allows us to identify and manage the risks (regulatory, operational, reputational, etc.) associated with it, and to make good use of opportunities for collaboration and value creation shared with our suppliers.
A key focal point in the management of our supply chain is greater knowledge of our suppliers, which allows us to take advantage of opportunities for collaboration and share value creation with them. Likewise, greater information on our supply chain enables us to identify and manage the associated risks more efficiently.
Creation of value for our stakeholders
› Update of the Supplier Code of Ethics in line with the new Enagás Code of Ethics.
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1,458 approved suppliers
1,403
approved suppliers evaluated through an internal questionnaire on ethical, environmental and social aspects
approved suppliers audited externally in financial, ethical, environmental and social aspects in the last two years

Enagás in 2019 Interview with the Executive
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Strategy Our commitment to the energy transition
value for our stakeholders Key indicators 1 2 3 4 5 6 ANNUAL Appendices
Creation of
Report
In order to work with Enagás, suppliers must undergo a strict approval process. The company currently works with 1,458 approved suppliers, which are classified in families according to the products or services they offer:
Product and service families are classified into levels according to the risk or cost derived from the safety of the company's operations due to a failure or malfunctioning. The suppliers of products and services whose failure or malfunctioning would entail a high risk or cost to the company's operational safety are designated major or critical (level 1 and 2) suppliers.
Enagás has 850 approved critical suppliers. In 2019, we began working with 20 new suppliers and stopped working with 35 suppliers because they discontinued their activity, merged with third parties or for breach of contract. [GRI 102-10]
| Works and services |
Supplies | |
|---|---|---|
| Number of orders | 3,674 (98% local) | 6,099 (99% local) |
| Order value (M€) | 89.8 (94% local) | 46.1 (90% local) |

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Enagás has identified areas in supply chain management where there may be risks for the business and our stakeholders. These areas, which cover both economic and ESE aspects, form the basis for the assessments we perform on our suppliers in the different procurement processes. The areas analysed are: [GRI 308-2, GRI 414-2]
Human rights: labour rights (diversity, work-life balance, gender equality), respect for the principles of the United Nations Global Compact and the Universal Declaration of Human Rights, human rights compliance in the supply chain.
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Environment: emission intensity, environmental impact (resource consumption, waste generation, noise emissions, gas emissions, etc.), environmental safety (discharges, spills, pollution, etc.).
Enagás has a supplier management model that includes the company's goals in order to guarantee supply chain sustainability. These goals are translated into approval requirements depending on the level of risk in the economic, ethical, compliance, social and environmental aspects of the family of products and services to which each supplier belongs.
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About our Consolidated Management CONSOLIDATED MANAGEMENT
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model Enagás in 2019 Interview with the Executive
Strategy Our commitment to the energy transition
Key indicators 1 2 3 4 5 6 ANNUAL Appendices
Creation of value for our stakeholders
Our business Annual Report 2019
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The requirements established in the supplier approval process are:
Chairman
For all suppliers:
REPORT
During contract execution, Enagás evaluates critical suppliers in the previously mentioned areas using different assessment methods. The results of these assessments allow monitoring of the degree by which suppliers meet the targets scores, audit results and legal compliance, established for each assessment area, and to identify
| Assessment methodology | [GRI 102-21, GRI 102-42, GRI 102-43, GRI 102-44] | Number of suppliers assessed in 2019 [GRI 308-1, GRI 414-1] |
Definition of high risk |
Number of suppliers identified as high risk |
|---|---|---|---|---|
| Questionnaire to assess reliability(2) | 177 | Suppliers with a score less than 50/100 | 5 | |
| Internal assessment | Electronic questionnaire on ESE aspects | 1,403 | Suppliers with a score less than 30/100 | 186 |
| Consultation on ethics and compliance on reputational analysis platforms |
1,403 | Suppliers involved in legal non-compliance | 85 | |
| Electronic questionnaire on climate change management(2) |
149 | Suppliers that do no measure or report their emissions |
75 | |
| Documentary and on-site audits of suppliers who conduct work at company facilities(2) |
163 | Suppliers with unfavourable audits | 20 | |
| External assessment | Electronic questionnaire on financial and ESE aspects |
727 | Suppliers with a score less than 50/100 | 365 |
| Cybersecurity scoring(2) | 707 | Suppliers with high or very high risk of non compliance and/or financial loss |
129 | |
| Audits on financial and ESE aspects(2) | 129 | Suppliers with non-conformities | 89 | |
CORPORATE GOVERNANCE REPORT
suppliers that pose a high risk to sustainability. Also define action plans with each of the suppliers to mitigate these risks. [GRI 308-2, GRI 414-2]
› Enagás has been awarded the 'Purchasing Diamond' prize in the category of Strategy at the 10th edition of the AERCE awards. In addition to this award, the company received a special mention in the 'Innovation' category for the sixth consecutive year. The association has rewarded the improvements made by Enagás in the management of the supply chain, which included the improvement of the visualisation of risks associated with the company's suppliers, the definition in the decision-making process of the reputational and financial risks of the suppliers and the inclusion of two new areas of supplier information (cybersecurity and privacy).

Key indicators 1 2 3 4 5 ANNUAL Appendices 6
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Creation of value for our stakeholders
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Interview with the Executive Chairman
Operadora de Gas del Amazonas and Trans Adriatic Pipeline; of the procurement process at the TLA Altamira regasification plant and global review of the internal control system at the Soto La Marina compressor station and Gasoducto de Morelos.
Operadora de Gas del Amazonas, with the appointment of a new CEO and three members of the Management Committee.
remuneration policy for employees excluded from the agreement (managers) and definition of DESFA's company objectives.
› Updates to compliance models in Transportadora de Gas del Perú and Compañía Operadora de Gas del Amazonas.
Enagás has developed a management model for affiliates that aims to guarantee profitability as a business plan objective and its longterm sustainability, by providing the experience, knowledge and
best practices of Enagás as an industrial partner. This model enables affiliates to contribute to the growth of Enagás, by fulfilling the objectives communicated to the market.
This model is based on an ad hoc team that advocates for the interests of Enagás by lobbying government and active management with the partners and managers of its affiliates:
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2019 Interview with the Executive
Chairman
model Enagás in
Strategy Our commitment to the energy transition
with the company's material issues.
Enagás has defined critical
Creation of value for our stakeholders Key indicators 1 2 3 4 5 ANNUAL Appendices 6
For further information on Enagás' affiliates, please consult their corporate websites:
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• Tallgrass Energy
• Transportadora de Gas del Perú (TgP) • Compañía Operadora de Gas del Amazonas (COGA)
• GNL Quintero regasification plant
• Trans Adriatic Pipeline (TAP)
• DESFA operator
• SAGGAS regasification plant • BBG regasification plant
About our Consolidated Management Report
Critical management standards are transferred through working groups led by the specific managers of each affiliate, involving members of the General Management of Enagás who co-lead matters falling under their remit. These working groups are instrumental in aligning positions and ensuring the operability of the Board of Directors of the affiliate company, where the decisions taken by consensus will be concluded in the groups.
management standards, based on its
Under this model, affiliates are managed autonomously and Enagás exercises its influence and carries out monitoring, in line with the following critical management standards defined in accordance
material issues, which it extends to its
affiliates based on its level of influence
The following is a list of the most significant actions carried out in our affiliates in recent years to ensure alignment with the Enagás strategy and sustainable management model.

2019 Interview with the Executive
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model Enagás in
Strategy Our commitment to the energy transition
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Creation of value for our stakeholders
Financial and operational
excellence
• Procedure rules • Board of Directors' remuneration policy •Company governance (agreements, working groups, etc.)

Good Governance
• Code of conduct • Crime prevention model • Whistleblowing channel

• Remuneration policy • Contractual relations and trade union rights • Negotiation and representation • Human resources policy • Human resources development (training and recruitment) • Workplace climate
standards

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Enagás, together with its business partners, is conducting internal audits of its affiliates in order to verify the solidity of internal controls associated with the processes at greatest risk for fraud, corruption and bribery, and is establishing control activities to strengthen these processes wherever necessary. It also monitors the local internal audit plans (Transportadora de Gas del Perú, Trans Adriatic Pipeline and the GNL Quintero regasification plant), to ensure that the main risks of the affiliate are covered by the internal audits.
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During 2019, we continued with the continuous process of complying with the audit plans approved by the different Committees to ensure maximum coverage of the processes with the highest risk. Examples include work on crime prevention (Mexico and Peru), a review of corporate governance and management of local communities (Transportadora de Gas del Perú, Compañía Operadora del Gas del Amazonas and Trans Adriatic Pipeline), improvements in purchasing processes (TLA Altamira regasification plant), and the deployment of an internal control framework at the Mexican subsidiaries (Soto La Marina compressor station and Gasoducto de Morelos).

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Strategy Our commitment to the energy transition
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Report
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| Management standard | Shares | |
|---|---|---|
| Health and Safety Natural capital management |
• Design and implementation of the integrated prevention, environment and quality management system at the Soto La Marina compressor station, Gasoducto de Morelos and Trans Adriatic Pipeline. |
|
| Climate Change and Energy Efficiency | • Preparation of the methane footprint and setting of methane emission reduction targets at the TLA Altamira regasification plant. |
|
| Operational and financial excellence | Development of operational efficiency plans for Transportadora de Gas del Perú, Gasoducto de Morelos, the Soto La Marina compressor station, the GNL Quintero regasification plant, the TLA Altamira • regasification plant and Trans Adriatic Pipeline. |
|
| • Promotion of commercial initiatives for the development of new LNG-related products (bunkering, small-scale, etc.) at the TLA Altamira regasification plant, SAGGAS and the GNL Quintero regasification plant. |
||
| Design of infrastructure construction standards and/or the maintenance management system at Gasoducto de Morelos, the Soto La Marina compressor station, Trans Adriatic Pipeline, the GNL Quintero • regasification plant, Transportadora de Gas del Perú and Compañía Operadora de Gas del Amazonas. |
||
| Optimisation of the financial structure at the GNL Quintero regasification plant, the TLA Altamira regasification plant and Trans Adriatic Pipeline. • |
||
| People | • Establishment, on Gasoducto de Morelos and at the Soto La Marina compressor station, of a remuneration system based on company objectives through the implementation of a Management-by-Objectives process, from definition, agreement, approval, monitoring and achievement to reinforcement through an annual variable remuneration programme. |
|
| Participation in the operator DESFA together with the partners Fluxys and Snam in activities for the integration of the asset and implementation of best practices in the field of resources. • |
||
| Among other activities, the operator DESFA is conducting a review of the organisational and remuneration model, the definition of objectives and the assurance of the correct implementation of change • management. The collective bargaining agreement has also been approved. |
||
| Supply chain | Review of the purchasing procurement model at the Soto La Marina compressor station, which develops and regulates the procurement process to mitigate its inherent risks. • |
|
| Review of the subcontracting model and definition of the Cominsa action plan used at the TLA Altamira regasification plant and Gasoducto de Morelos. • |
||
| Ethics and Compliance | • Approval of the Crime Prevention Model at the GNL Quintero regasification plant. |
|
| Design of the risk management system at the GNL Quintero regasification plant, the Transportadora de Gas del Perú and the TLA Altamira regasification plant. • |
||
| • Design of internal control systems, in Audit Committees and in the development of Codes of Conduct, at the GNL Quintero regasification plant, Transportadora de Gas del Perú, Compañía Operadora de Gas del Amazonas, Gasoducto de Morelos and the TLA Altamira regasification plant. |
||
| Local communities | Definition of the community management plan at Transportadora de Gas del Perú, Gasoducto de Morelos and Trans Adriatic Pipeline. • |

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Interview with the Executive Chairman
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value for our stakeholders 4 Key indicators 5 Appendices 6 ANNUAL CORPORATE GOVERNANCE REPORT CONSOLIDATED ANNUAL ACCOUNTS
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ON DIRECTOR'S
[GRI 103-1, GRI 103-2, GRI 103-3]
By acting on each material issue, Enagás ensures that human rights are upheld where applicable to the context and activities of the company. For this purpose, the company follows the roadmap set out by United Nations through its Sustainable Development Goals.
Enagás sets out its commitments to ensure compliance with Human Rights in its Human Rights Policy, approved in 2019. These commitments are developed in the Enagás' Code of Ethics and the corporate policies that comprise it, aligning them with, inter alia: [GRI 102-12]
or compulsory labour; the effective abolition of child labour; and the elimination of discrimination in respect of employment and occupation) and the conventions concerning indigenous and tribal peoples.
Enagás provides an online training programme for all employees so that they can learn the company's methods for ensuring compliance with human rights.
Human rights management is addressed using a continuous improvement approach aligned with our Sustainable Management Model. At Enagás, we differentiate between those human rights which, according to the risk assessments we
perform(1), are applicable at different points in the company's value chain (Enagás' activities with management control, affiliates without management and supply chain control, and customers), including labour rights, safety, the environment, ethics and integrity, and fundamental rights. [GRI 412-1]
Enagás considers that the level of risk is very low in all of these owing to the measures the company has put into place within the framework of its sustainable management model, which is explained below.
(1) Country risk assessment (see the 'Strategy' chapter), corporate risk map (see the 'Risk Management' chapter), workplace and facility safety risk assessments (see the 'Health and Safety' chapter), Environmental impact/risk assessments (see the 'Natural capital management' chapter), supply chain risk assessments (see the 'Supply Chain' chapter).

Chairman
Enagás Annual Report 2019 value for our stakeholders 4 Key indicators 5 Appendices 6
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MANAGEMENT REPORT
| Human Rights | Measures to reduce the level of risk | Right to a safe working environment | Enagás' occupational risk prevention management system, certified under OHSAS 18001, provides mechanisms for identifying and preventing incidents (see the 'Health and Safety' |
|---|---|---|---|
| LABOUR PRACTICES | chapter). | ||
| The right to decent work and the rejection of forced, compulsory and child labour |
Enagás guarantees stability and quality of employment, a commitment that is reflected in its Human Capital Management Policy. The Enagás Collective Bargaining Agreement prohibits the company from employing minors of under 16 years of age (Article 28). |
Right to life, liberty and security of person |
The company exercises due diligence when rendering its services in order to prevent errors or omissions that could harm the life, health or safety of consumers or others who could be affected by the defective product. It also complies with national laws and relevant |
| Right to rest and leisure | Enagás improves and extends the periods and conditions of rest and leisure established in current legislation (flexibility in start times and lunch break, intensive working days during the summer and every Friday throughout the year, division of annual leave into a maximum |
Right to freedom of opinion, expression and information |
international guidelines. Enagás has various clear and transparent internal communication channels that allow workers to communicate with senior management. |
| of three periods, etc.). SOCIETY AND LOCAL COMMUNITIES |
|||
| Right to family life | Enagás improves and extends paid leave beyond the provisions of current labour regulations (birth of a child, lactation or death of a close relative, special circumstances, etc.). |
Right to use natural resources | The Enagás environmental system, certified under ISO 14001 and EMAS, provides the mechanism to mitigate the environmental impacts derived from the company's activities |
| Freedom of association | Enagás employees can freely exercise their right to belong to trade unions in order to | (see the 'Natural Capital Management' chapter). | |
| promote and defend their economic and social interests without this being the basis for discrimination, and any agreement or decision by the company contrary to this principle is deemed null and void (Article 64 of the Collective Bargaining Agreement). |
Rights of communities and indigenous people |
Through its social action strategy, Enagás contributes to the socio-economic development of local communities, prioritising those areas where the company operates, through sustainable social action models, paying special attention to the most vulnerable |
|
| Collective bargaining | Enagás has in place a collective bargaining agreement, in line with its human capital | communities such as indigenous or tribal populations. | |
| management policy (see the 'People' chapter), and enters into collective negotiations and carries out regular consultations with authorised employee representatives. |
Property rights, resettlement and compensation |
Enagás' procedures relating to the development of infrastructure construction projects include criteria aimed at avoiding the occupation of privately owned areas and minimising potential relocation of local communities, applying procedures for information, consultation and fair compensation that guarantee transparency and equal treatment. |
|
| Workplace non-discrimination and diversity |
The company has in place an Equality Plan and a Prevention and Action Protocol at the disposal of its employees for any situation of workplace harassment. This protocol provides |
||
| Equal pay | a confidential channel for reporting workplace harassment ([email protected]). The Enagás remuneration model factors in considerations of equality and non discrimination, establishing differences due solely to the worker's position in the |
Prevention of abuse by security forces and prevention of cruel, inhuman or degrading treatment |
Enagás ensures compliance with principles on respect for Human Rights by requesting to the security personnel proof of membership to associations promoting respect for Human Rights. [GRI 410-1] |
| organisation and professional experience. Furthermore, the Enagás Collective Bargaining Agreement sets out different salary levels based exclusively upon objective work criteria. |
Privacy of information | Enagás has adapted its personal data control and management systems to the latest | |
| Fair and favourable remuneration | Part-time employees receive remuneration that is proportional to the salary of full-time employees, with identical employee benefits. What is more, the minimum salary for an Enagás employee has exceeded the minimum inter-professional salary in Spain. [GRI 202-1] |
requirements incorporated by EU regulation 679/2018 (GDPR) and Law 3/2018 (LOPDGDD), in order to continue processing the personal information of its professionals with the maximum guarantees of respect for privacy and legal compliance. |

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value for our stakeholders 4 Key indicators 5 Appendices 6
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Enagás Annual Report 2019
Report
| Human Rights | Risk Management | |
|---|---|---|
| • General human rights • Labour • Safety • Environment • Ethics and integrity |
Enagás ensures that its suppliers, and especially those with workers operating within Enagás' facilities, respect these human rights. We demand a commitment from them, we ask them for the necessary documentation and we conduct audits. (See the 'Supply chain' chapter). |
|
| Basic rights / Confidentiality of information |
Enagás has adapted its personal data control and management systems to the latest requirements incorporated by EU Regulation 679/2018 (GDPR) and Law 3/2018 (LOPDGDD), in order to continue processing the personal information of its suppliers with the maximum guarantees of respect for privacy and legal compliance. |
| Human Rights | Risk Management | ||
|---|---|---|---|
| • General human rights • Labour • Safety • Environment |
In our business agreements we promote compliance with corporate policies (according to the degree of influence). Our management model for affiliate companies is based on the transfer of critical standards of management (see the 'Affiliates management' chapter), which include the necessary areas in order to guarantee respect for the following human rights: |
||
| • Ethics and integrity • Basic rights • Rights of indigenous peoples |
• People management • Ethics and compliance • Health and safety • Local communities • Environment • Supply chain |
||
| Likewise, these areas are evaluated as critical aspects in due diligence processes. |
| Human Rights | Risk Management | |
|---|---|---|
| Basic rights / Confidentiality of information |
The Enagás Code of Ethics sets out diligent management of information as one of its guidelines of conduct. The company keeps a record of what information may be accessed by each person and for what purpose. |
|
| In addition, Enagás has adapted its personal data control and management systems to the latest requirements incorporated by EU Regulation 679/2018 (GDPR) and Law 3/2018 (LOPDGDD), in order to continue processing its customers' personal information with the maximum guarantees of respect for privacy and legal compliance. |
Enagás also has in place procedures for redress should there be non-compliance with any of the previously mentioned human rights, such as:
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Additionally, as mechanisms for redress, Enagás has in place an ethical channel (accessible to all stakeholders) and an Ethical Compliance Committee (see the 'Ethics and Integrity' chapter). There are also corporate mailboxes available for specific areas.


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Creation of value for our stakeholders
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Interview with the Executive Chairman
Recognition for the Enagás sustainable management model.

Enagás has been a member of the United Nations Global Compact since 2003. The Progress Report has been at GC Advanced Level since 2011. The company has also been listed on the Global Compact 100 index since 2013.
Enagás has been a member of the Dow Jones Sustainability Index World (DJSI) since 2008. It is classified Gold Class, and the company was identified as the leader of the Oil & Gas Storage &
Transportation in 2019.

Enagás has been a member of the FSE4Good index since 2006.

Enagás has been a member of the Ethibel Sustainability Index Excellence Europe, the Ethibel PIONEER and Ethibel EXCELLENCE Investment Registers since 2009.

Enagás has been a member of the MSCI 'Global Sustainability Indices' since 2010, with an AA rating in 2019.

Enagás has been a member of the STOXXGlobal ESG Leaders indices since 2011.

Enagás renewed its presence on the Europe and Eurozone 120 Euronext Vigeo indices in 2019.

Enagás has held the Oekom 'B Prime' classification since 2010, and has been on the Global Challenges Indices since 2014.
107

Enagás in 2019 Interview with the Executive
Chairman
model
Strategy Our commitment to the energy transition
Creation of value for our stakeholders
Key indicators 1 2 3 4 5 6 ANNUAL Appendices
Our business Annual Report 2019

Enagás has been listed in CDP's Climate Change and Water Security rankings since 2009. In 2019 it has been included in the A List (maximum rating) of leading companies in climate change management, being the only one in the Oil & Gas sector worldwide to obtain this rating. It has also been included among the leading companies extending their commitment to the supply chain.

The Enagás management model has held the 'EFQM 500+ European Seal of Excellence' since 2012. In the 2018 assessment, the score was over 600 points.
Enagás was also acknowledged as Ambassador of European Excellence in 2019.
Since 2008, the Annual Report has been externally audited and drafted under standard AA1000APS and the Global Reporting Initiative (GRI) guidelines. Since 2012, it has been written as per the principles of integrated reporting of the International Integrated Reporting Council (IIRC).




Since 2009, Enagás has been recognised as one of the Top Employers in Spain.
Enagás has held the 'Equality in the workplace Award' since 2010, granted by the Ministry of Health, Social Services and Equality.
Enagás has been included among the 325 leading companies in gender equality according to the 2020
According to Equileap, Enagás was included in 2019 among the 100 global leaders in the promotion in
Bloomberg Gender-Equality Index.
gender equality in the workplace.
Enagás holds ISO 9001:2008 certification for its processes of Technical Management of the System, Asset Management, Infrastructure Development and Information Systems Management. The company also holds SSAE 18 certification for Security of Supply of the System/Technical Management of Underground Storage Facilities Systems.

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Enagás has ISO 14001:2004 certification for its Gas Transmission and Storage Infrastructure Development processes, its Asset Management, the Enagás Central Laboratory and the corporate head office. The Huelva and Barcelona plants and Serrablo and Yela storage facilities also have EMAS verification.
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In 2019, the Energy Management System of the companies Enagás S.A. and Enagás Transporte S.A.U. was certified according to ISO 50001:2018.

The Health and Safety Management System for the Enagás Group Companies Enagás GTS, S.A.U., Enagás Internacional S.L.U., Enagás S.A. and Enagás Transporte S.A.U. is certified under OHSAS 18001:2007.

Moreover, Enagás has held healthy company certification since 2015 and has obtained ISO 39001 road traffic safety management and ISO 27001 information security management certification.
Enagás renews its leadership of its sector in the Dow Jones Sustainability Index for the fourth consecutive year and is included in the 'A List' of 'CDP Climate Change'

Enagás has held the 'EFR Certificate of Reconciliation' since 2007, having achieved level A of Excellence in 2019.
In 2015 Enagás received the Bequal seal for its commitment to the inclusion of the disabled in the company, having achieved the Plus category in 2019.

model Enagás in 2019 Interview with the Executive
Chairman
Strategy Our commitment to the energy transition Appendices 1 2 3 4 5 6 ANNUAL
Creation of value for our stakeholders
Key indicators
CORPORATE GOVERNANCE REPORT
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5 Key indicators
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Creation of value for our stakeholders

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Creation of value for our stakeholders

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Chairman
| 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013(1) | 2014(2) | 2015 | 2016 | 2017 | 2018 | 2019 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EBITDA (million euros)(7) | 596.0 | 636.2 | 701.3 | 780.8 | 885.5 | 934.3 | 995.9 | 939.8 | 900.5 | 948.8(4) | 1,110.3 | 1,060.7 | 1,016.4 |
| EBIT (million euros)(7) | 408.3 | 433.1 | 484.7 | 530.9 | 585.9 | 618.4 | 649.8 | 589.6 | 602.0 | 651.7(4) | 732.1 | 691.0 | 657.4 |
| Net profit (million euros)(6) | 238.3 | 258.9 | 298.0 | 333.5 | 364.6 | 379.5 | 403.2 | 406.5 | 412.7 | 417.2 | 490.8 | 442.6 | 422.6 |
| Dividends (million euros)(3) (6) | 143.0 | 155.3 | 178.8 | 200.1 | 237.0 | 265.7 | 302.4 | 310.4 | 315.1 | 331.4 | 348.1 | 354.8 | 371.3 |
| Net investment (million euros)(6) | 508.6 | 776.9 | 901.6 | 796.3 | 781.4 | 761.4 | 531.4 | 625.0 | 530.2 | 912.2 | 328.5 | -262.8 | 706.2 |
| Net debt (million euros)(6) | 1,942.7 | 2,351.3 | 2,904.0 | 3,175.3 | 3,442.6 | 3,598.6 | 3,657.8 | 4,059.0 | 4,237.0 | 5,088.7 | 5,007.7 | 4,274.7 | 3,755.0 |
| Shareholders equity (million euros)(6) | 1,344.8 | 1,456.1 | 1,593.4 | 1,738.8 | 1,867.4 | 2,014.9 | 2,118.4 | 2,218.5 | 2,318.9 | 2,373.7 | 2,585.6 | 2,658.7 | 3,170.1 |
| Assets (million euros)(6) | 3,976.0 | 4,717.8 | 5,779.9 | 6,829.1 | 7,717.4 | 8,083.4 | 7,043.5 | 7,711.8 | 7,751.9 | 9,248.0 | 9,649.6 | 9,526.2 | 8,844.2 |
| Net debt/EBITDA (adjusted)(*) (7) | 3.3x | 3.7x | 4.1x | 4.1x | 3.9x | 3.8x | 3.7x | 4.2x | 4.5x | 5.2x | 4.4x | 4.0x | 3.9x |
| Financial cost of debt(6) (8) | 4.3% | 4.7% | 3.3% | 2.7% | 2.8% | 2.5% | 3.0% | 3.2% | 2.7% | 2.4% | 1.9% | 2.3% | 2.1% |
| Headcount (December 31)(6) | 985 | 1,008 | 1,046 | 1,047 | 1,126 | 1,178 | 1,149 | 1,206 | 1,337 | 1,337 | 1,426 | 1,449 | 1,306(5) |
(*) EBITDA adjusted by dividends received from affiliates.
(1) 2013 data were adjusted in application of IFRS effective at January 1, 2014.
(2) In 2014, and in accordance with IFRS 11, BBG and Altamira are now consolidated under the equity method.
(3) The figures reflect total dividends for the year (interim dividend + complementary dividend).
(4) Adjusted figure for comparative purposes as a result of changes to reporting practice made in 2017 in which the yearly result for consolidated companies through the equity method is now fully integrated into the group's operating result.
(5) The difference in the number of Enagás professionals in 2019 compared to 2018 is due to the exclusion of the scope of the GNL Quintero (Chile) regasification plant, as indicated in the section 'About our Consolidated Management Report'.
(6) Figures reported in the Notes to the Consolidated Annual Accounts of the Enagás Group for 2019.
(7) These figures are included in the Alternative Performance Measures Report, available at https://www.enagas.es/enagas/es/AccionistasEInversores/
InformacionEconomicoFinanciera/Medidas\Alternativas\_de\_Rendimiento\(APM)
(8) From 2007 to 2016 the average cost of debt is reported and from 2017 the financial cost of debt is reported [GRI 102-48]

Key indicators
CORPORATE GOVERNANCE REPORT
Our business Annual Report 2019
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
| 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share price (31 Dec) (€) | 19.99 | 15.56 | 15.43 | 14.92 | 14.29 | 16.14 | 19.00 | 26.19 | 26.00 | 24.12 | 23.87 | 23.61 | 22.74 |
| Dividend (€) | 0.60 | 0.65 | 0.75 | 0.84 | 0.99 | 1.11 | 1.27 | 1.30 | 1.32 | 1.39 | 1.46 | 1.53 | 1.60(1) |
| Market capitalisation (million euros) | 4,771.6 | 3,714.7 | 3,682.5 | 3,560.7 | 3,411.0 | 3,852.6 | 4,534.8 | 6,251.3 | 6,207.1 | 5,759.4 | 5,698.6 | 5,636.5 | 5,967.7 |
| Number of shares (million) | 238.7 | 238.7 | 238.7 | 238.7 | 238.7 | 238.7 | 238.7 | 238.7 | 238.7 | 238.7 | 238.7 | 238.7 | 238.7 |
Creation of value for our stakeholders
(1) Distribution of the 2019 gross dividend of 1.60 euros per share is subject to approval at the General Shareholders' Meeting.
Chairman
| Economic value generated and distributed[GRI 201-1] | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | |||
| Economic value generated (EVG) | 901.5 | 1,000.80 | 1,154.80 | 1,199.30 | 1,261.9 | 1,227.2 | 1,221.6 | 1,218.3 | 1,384.6 | 1,342.2 | 1,182.7 | ||
| Economic value distributed (EVD) | 565.7 | 617.5 | 727.6 | 769.2 | 845.4 | 801.5 | 862 | 894.0 | 942.7 | 969.7 | 926.9 | ||
| Suppliers | 137.2 | 147.3 | 193.1 | 168.1 | 184.6 | 198.3 | 193.4 | 203.9 | 209.6 | 229.8 | 184.4 | ||
| Society (tax and social action investment) | 127.7 | 144.3 | 164.9 | 179.8 | 172.2 | 102.6 | 166.3 | 136.3 | 144.8 | 138.8 | 128.0 | ||
| •Investment in social action | 0.8 | 1.3 | 2.2 | 1.6 | 1.6 | 1.6 | 1.9 | 2.2 | 2.0 | 2.0 | 2.0 | ||
| •Tax | 126.9 | 143 | 162.6 | 178.2 | 170.6 | 101.0 | 164.4 | 134.1 | 142.8 | 136.8 | 126.0 | ||
| Employees (personnel expenses) | 60.7 | 67.2 | 67 | 79 | 82.3 | 84.7 | 96.3 | 108.8 | 128.9 | 131.2 | 125.2 | ||
| Capital providers | 240 | 258.7 | 302.6 | 342.4 | 406.3 | 415.9 | 406 | 445.1 | 459.5 | 469.8 | 489.3 | ||
| •Dividends paid to shareholders | 178.8 | 200.1 | 237 | 265.7 | 302.4 | 310.4 | 315.1 | 331.7 | 348.6 | 365.3 | 371.9 | ||
| •Financial result | 61.2 | 58.6 | 65.6 | 76.7 | 103.9 | 105.5 | 90.9 | 113.4 | 110.9 | 104.6 | 117.4 | ||
| Economic value retained (EVR) | 335.9 | 383.3 | 427.2 | 430.1 | 416.5 | 425.7 | 359.6 | 324.3 | 441.9 | 372.5 | 255.8 |

Strategy Our commitment to the energy transition Appendices 1 2 3 4 5 6 ANNUAL
Key indicators
CORPORATE GOVERNANCE REPORT
Our business Annual Report 2019
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
| 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Standard & Poor's | AA- | AA- | AA- | AA- | AA- | BBB | BBB | BBB | A- | A- | A- | A- | BBB+ |
| Fitch | A2 | A2 | A2 | A2 | A2 | A- | A- | A- | A- | A- | A- | A- | A-(2) |
| Dow Jones Sustainability Index(1) | 67 | 77 | 75 | 78 | 88 | 83 | 85 | 84 | 85 | 91 | 86 | 85 | 85 |
| CDP (transparency/performance) | - | - | - | 70/B | 83/B | 85/B | 83/B | 91/B | 99/B | A | A- | B | A |
Creation of value for our stakeholders
(1) Enagás has been a member of the DJSI since 2008 and led its sector in 2019: Oil & Gas Storage & Transportation. (2) On January 9, 2020, Fitch placed Enagás' credit rating at BBB+ with a stable outlook.
Chairman
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | |
|---|---|---|---|---|---|---|---|---|---|
| Number of Directors | 15 | 13 | 15 | 15 | 13 | 13 | 13 | 13 | 13 |
| Independent Directors (%) | 53.3% | 61.5% | 60% | 60% | 62% | 62% | 54% | 54% | 62% |
| Board gender diversity (%) | 13.4% | 15.4% | ±20% | ±20% | 23% | 23% | 23% | 23% | 31% |
| Non Audit Fees (%) |
27% | 14% | 3% | 3% | +4% | 53% | 18% | 36% | 34% |
| General Shareholders' Meeting quorum (%) | 57% | 55.8% | 53.1% | 52.9% | 54.8% | 50.8% | 45.6% | 45.6% | 51.0% |

Chairman
Key indicators
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | |
|---|---|---|---|---|---|---|---|---|---|
| Approved suppliers (no.) | 1,989 | 2,010 | 1,875 | 1,745 | 1,781 | 1,800 | 1,356 | 1,382 | 1,458 |
| Critical/approved suppliers (%) | 52.1% | 51.8% | 54.4% | 59.1% | 59% | 59% | 69.5% | 65.3% | 58.3% |
| Suppliers audited externally in financial, ethical, environmental and social aspects (no.) | - | 31 | 51 | 61 | 33 | 39 | 55 | 95 | 129 |
| Percentage of approved suppliers assessed in accordance with CSR criteria (%) | - | - | 25.05% | 27.05% | 26.6% | 27.1% | 52.4% | 53.5% | 49.7% |
Creation of value for our stakeholders
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | |
|---|---|---|---|---|---|---|---|---|---|
| Reports received via ethics channel (no.) | - | 2 | 2 | 4 | 4 | 3 | 2 | 5 | 1 |
| People trained in issues related to ethical compliance (cumulative figure) (no.) | 128 | 200 | 1,217 | 1,214 | 1,206 | 1,357 | 1,223(1) |
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019(1) |
|---|---|---|---|---|---|---|---|---|
| 1,126 | 1,118 | 1,149 | 1,206 | 1,337 | 1,337 | 1,426 | 1,449 | 1,306 |
| 0.8% | 0.46% | 0.45% | 0.69% | 0.49% | 0.63% | 1.86% | 1.34% | 1.34% |
| 3.65% | 2.33% | 2.46% | 2.50% | 2.51% | 2.89% | 2.94% | 3.10% | 3.59% |
| 22.47% | 22.45% | 22.8% | 23.88% | 26.78% | 27.45% | 26.23% | 26.98% | 28.10% |
| 14.1% | 15.9% | 18.8% | 20.0% | 25.4% | 24.8% | 26.1% | 26.39% | 28.99% |
| 956 | 898 | 1,192 | 1,041 | 894 | 920 | 1,081 | 1,164 | 1,901 |
| 48.9 | 45.8 | 52.0 | 59.6 | 49.8 | 61.8 | 65.1 | 61.4 | 51.9 |
(1) The 2019 data does not include the information for the GNL Quintero (Chile) regasification plant after its exclusion from the scope in 2019, as indicated in the section 'About our Consolidated Management Report'.

Chairman
Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
Our business Annual Report 2019
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | |
|---|---|---|---|---|---|---|---|---|---|
| Rate of shippers satisfaction with transmission | 80% | 82.5% | 83% | 82.2% | 82.7% | 84.3% | 85.7% | 89.4% | 87.8% |
| Rate of satisfaction of transmission companies and distributors with transmission | 76.7% | 78.3% | 79% | 77.1% | 89.2% | 84.7% | 85.0% | 81.2% | 79.5% |
| Rate of satisfaction of shippers with the technical management of the Spanish Gas System |
76.7% | 83.5% | 80.5% | 78.6% | 78.3% | 86.2% | 83.9% | 90.1% | 84.8% |
| Rate of satisfaction of transmission companies and distributors with the technical management of the Spanish Gas System |
76.7% | 78.7% | 81.2% | 72.6% | 83.3% | 79.2% | 82.3% | 89.4% | 90.0% |
Creation of value for our stakeholders
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019(1) | |
|---|---|---|---|---|---|---|---|---|---|
| Lost time injury frequency rate (own staff) | 7.51 | 9.01 | 5.31 | 4.69 | 3.86 | 1.80 | 7.01 | 2.08 | 5.14 |
| Lost time injury frequency rate (contractor staff) | 7.08 | 6.36 | 9.32 | 3.04 | 2.25 | 10.43 | 0.53 | 0.95 | 3.20 |
| Lost time injury severity rate (own staff) | 0.07 | 0.37 | 0.25 | 0.53 | 0.14 | 0.08 | 0.34 | 0.05 | 0.10 |
| Lost time injury severity rate (contractor staff) | 0.2 | 0.28 | 0.36 | 0.11 | 0.07 | 0.11 | 0.02 | 1.91 | 0.05 |
| Work-related fatalities of own staff (no.) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Work-related fatalities of contractor staff (no.) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 0 |
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019(1) | |
|---|---|---|---|---|---|---|---|---|---|
| Social action investment/net profit (%) | 0.6% | 0.4% | 0.4% | 0.4% | 0.5% | 0.5% | 0.4% | 0.5% | 0.5% |
| Participation of employees in corporate volunteering initiatives (% of workforce) | +5% | 8.5% | 9% | 15.1% | 16.7% | 27.1% | 27.6% | 25.0% | |
| Time spent on volunteer work (hrs) | 400 | 640 | 866 | 1,404 | 1,475 | 2,675 | 2,780 | 2,483 |
(1) The 2019 data does not include the information for the GNL Quintero (Chile) regasification plant after its exclusion from the scope in 2019, as indicated in the section 'About our Consolidated Management Report'.

Report
Chairman

CORPORATE GOVERNANCE REPORT
Creation of value for our stakeholders
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019(1) | |
|---|---|---|---|---|---|---|---|---|---|
| Scope 1 CO2 emissions (tCO2 e) [GRI 305-1] |
264,679 | 387,651 | 479,175 | 537,092 | 272,728 | 263,540 | 266,357 | 276,176 | 276,016 |
| Scope 2 CO2 emissions (tCO2 e) [GRI 305-2] |
52,752 | 61,377 | 36,079 | 33,941 | 32,444 | 27,010 | 46,851 | 48,177 | 34,273 |
| Self-consumption of natural gas (GWh) [GRI 302-1] | 1,025 | 1,672 | 1,932.1 | 2,338.1 | 963.0 | 919.3 | 1,030.4 | 1,055.7 | 1,120.2 |
| Electricity consumption (GWh)(*) [GRI 302-1] | 201.5 | 186.7 | 150.0 | 143.1 | 148.3 | 160.5 | 252.1 | 234.4 | 214.3 |
| Electricity generation/consumption (%) | 1.9% | 5.4% | 6.8% | 4.7% | 8.0% | 12.5% | 11.0% | 12.5% | 17.1% |
| Waste generated (t) [GRI 306-2] | 3,722 | 3,913 | 3,455 | 2,189 | 3,823 | 3,981 | 3,081 | 4,409 | 4,916.9 |
| Waste recycled (%) [GRI 306-2] | 59% | 48% | 63% | 15% | 40% | 61% | 68% | 78% | 70% |
| Area occupied in protected areas (km2 ) [GRI 304-1] |
3.7 | 4 | 4 | 4 | 4 | 4 | 4 |
(*) Includes consumption from the network and from own generation sources.
(1) The 2019 data does not include the information for the GNL Quintero (Chile) regasification plant after its exclusion from the scope in 2019, as indicated in the section 'About our Consolidated Management Report'.

model Enagás in 2019 Interview with the Executive
Chairman
Strategy Our commitment to the energy transition
Creation of value for our stakeholders Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
Our business Annual Report 2019
117

6 Appendices
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS

Chairman
Creation of value for our stakeholders Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
The following are the requirements established by Law 11/2018 that are responded to in the Non-Financial Information Statement and in the Annual Corporate Governance Report included in the Consolidated Management Report:
| Requirements of Law 11/2018 | Reporting framework | Page numbers |
|---|---|---|
| General | ||
| Description of the business model | GRI 102-2, GRI 102-3, GRI 102-4, GRI 102-5, GRI 102-6, GRI 102-7, GRI 102-14, GRI 102-15 | 3-6, 12-15, 23-26, 29-32, 111-116 |
| Description of the group's policies with respect to environmental and social issues, to respect for human rights and the fight against corruption and bribery, and to personnel |
GRI 103-1 and GRI 103-2 for all material issues | 42, 49, 58, 63, 70, 76, 82, 92, 97, 100, 104 |
| The results of the group's policies applied to environmental and social issues, to respect for human rights and the fight against corruption and bribery, and to personnel |
GRI 103-2 and GRI 103-3 for all material issues | 42, 49, 58, 63, 70, 76, 82, 92, 97, 100, 104 |
| The main risks related to environmental and social issues, to the respect of human rights and the fight against corruption and bribery, as well as related to personnel, linked to the activities of the group |
GRI 102-11, GRI 102-15, GRI 102-29, GRI 102-30, GRI 102-31, GRI 201-2 | 24-26, 83-84 |
| Non-financial key performance indicators | Internal framework: Quantitative indicators of a non-financial nature | 7, 111-116, 130-138 |
| Detailed information on the current and foreseeable effects of the company's activities on the environment | ||
|---|---|---|
| Detailed information on the current and foreseeable effects of the company's activities on the environment and, as the case may be, on health and safety |
GRI 307-1, GRI 308-2 | 77-78, 83-84, 98-99 |
| Environmental assessment or certification procedures | Internal framework: Qualitative description of environmental assessment and certification |
77-78, 83-84, 88-89 |
| Resources dedicated to the prevention of environmental risks | Internal framework: Qualitative description of the resources dedicated to the prevention of environmental risks at the company |
77-78, 83-84, 88-89 |
| Application of the precautionary principle | GRI 102-11 | 23-26 |
| The amount of provisions and guarantees for environmental risks | Internal framework: Qualitative description of the financial guarantees for environmental risks provided by the company |
77-78, 83-84 |
| Pollution | ||
| Measures to prevent, reduce or rectify carbon emissions that seriously harm the environment; taking into account any activity-specific form of air pollution, including noise and light pollution |
Management approach (GRI 103-1, GRI 103-2 y GRI 103-3) in 'Climate change and energy efficiency', management approach (GRI 103-1, GRI 103-2 y GRI 103-3) in 'Natural Capital Management', GRI 305-1, GRI 305-2, GRI 305-3, GRI 305-6, GRI 305-7 |
81-82, 85-88 |

model Enagás in 2019 Interview with the Executive
Chairman
Strategy Our commitment to the energy transition
Creation of value for our stakeholders Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
| Requirements of Law 11/2018 | Reporting framework | Page numbers |
|---|---|---|
| Circular economy and waste prevention and management | ||
| Circular economy and waste prevention and management: measures of prevention, recycling, reuse and other forms of recovery and elimination of waste | GRI 306-2 | 78-81 |
| Actions to combat food waste | Internal framework: Qualitative description of the non-materiality of food waste for Enagás |
Given the company's activity and the material issues identified, food waste is not a relevant issue for the company |
| Sustainable use of resources | ||
| Sustainable use of resources: water consumption and supply according to local restrictions | GRI 303-3, GRI 303-4, GRI 303-5 | 79 |
| Consumption of raw materials and the measures adopted to improve efficiency in their use | Internal framework: Qualitative description of the non-materiality of the consumption of raw materials |
Enagás does not consume raw materials in its production process; only ancillary materials are used |
| Direct and indirect consumption of energy, measures taken to improve energy efficiency and the use of renewable energy | GRI 302-1, GRI 302-3, GRI 302-4, GRI 302-5 | 85-90 |
| Climate change | ||
| Climate change: the important elements of greenhouse gas emissions generated as the result of the company's activities, including the use of the goods and services produced |
GRI 305-1, GRI 305-2, GRI 305-3, GRI 305-4 | 85-88 |
| The measures adopted in order to adapt to the consequences of climate change | GRI 201-2 | 87-91 |
| The voluntarily established long and short-term emission reduction targets to reduce greenhouse gas emissions and the measures implemented for this purpose |
GRI 305-5 | 87-91 |
| Biodiversity protection | ||
| Biodiversity protection: measures taken to preserve or restore biodiversity | GRI 304-3 | 79 |
| Impacts caused by activities or operations in protected areas | GRI 304-2, GRI 304-4, GRI OG4 | 79, 136 |
| Employment | ||
|---|---|---|
| Total number and distribution of employees by gender, age, country and professional category | GRI 102-8, GRI 405-1 | 43-44, 50, 55 |
| Total number and distribution of work contract modalities | GRI 102-8 | 50 |
| Yearly average of permanent contracts, temporary contracts and part-time contracts by gender, age and professional category | Internal framework: quantitative description of contracts at year-end* | 50 |
| Number of dismissals by gender, age and professional category | GRI 102-8, GRI 102-10 | 51 |
| Average remuneration and its evolution by gender, age and professional category or equivalent | Internal framework: quantitative description of average remuneration and its breakdown | 54 |
| Gender pay gap, remuneration for equal work or average for the company | Internal framework: quantitative description of the pay gap | 54-55 |
* In 2019 the information relating to contracts at the end of the year is published, considering that this is a good estimate of the average number of contracts given the company's low turnover (5.3%). The average data is expected to be provided in the next management report.

Enagás in 2019 Interview with the Executive
Chairman
model
Strategy Our commitment to the energy transition
Creation of value for our stakeholders Key Appendices 1 2 3 4 5 6 ANNUAL
indicators
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
| Requirements of Law 11/2018 | Reporting framework | Page numbers |
|---|---|---|
| The average remuneration of directors and managers, including variable remuneration, expenses, compensation, payments to long-term savings plans and any other item by gender |
Internal framework: quantitative description of the average remuneration of directors and managers and their breakdowns |
47-48, 54 |
| Implementation of policies related to the disconnecting from work | Internal framework: Qualitative description of the actions related to disconnecting from work to be implemented at the company |
49, 51 |
| Employees with disabilities | GRI 405-1 | 56 |
| Organisation of work | ||
| Organisation of work hours | Internal framework: qualitative description of the organisation of work hours | 50-51 |
| Number of hours lost to absenteeism | Internal framework: quantitative description of the number of hours of absenteeism (including hours lost to common illness and accidents at work) |
72 79,359.8 hours of absenteeism in 2019 (74,935.5 in 2018) |
| Measures aimed at providing work-life balance and promoting their shared use by both parents | GRI 401-2, GRI 401-3 | |
| Health and safety | ||
| Health and safety conditions in the workplace | GRI 403-1, GRI 403-2, GRI 403-3, GRI 403-4, GRI 403-5, GRI 403-6, GRI 403-7, GRI 403-8 | 71-75 |
| Work-related accidents | Internal framework: quantitative description of the number of accidents resulting in sick leave |
72 |
| Frequency and severity, by gender | Internal framework: lost time injury frequency rate (No. accidents with sick leave x 106 / No. hours worked) and lost time injury severity rate (No. working days lost x 103 / No. hours worked) |
71-72 |
| Occupational illnesses, by gender | GRI 403-10 | 72 Enagás has not identified work-related diseases over the last year |
| Social relations | ||
| Organisation of social dialogue, including procedures for notifying and consulting employees and negotiating with them | GRI 102-41, GRI 102-43, GRI 403-1, GRI 403-4 | 39, 57, 71 |
| Percentage of employees covered by collective bargaining agreements by country | GRI 102-41 | 57 |
| Results of collective bargaining agreements, particularly in relation to occupational health and safety | GRI 403-4 | 57, 71 |
| Training | ||
| Implemented training policies | GRI 404-2 | 52 |
| Total number of hours of training courses by professional category | GRI 404-1 | 52 |
| Universal accessibility for persons with disabilities | ||
| Universal accessibility for persons with disabilities | Internal framework: Qualitative description of the universal accessibility measures implemented at the company |
56 |

model Enagás in 2019 Interview with the Executive
Chairman
Strategy Our commitment to the energy transition
Creation of value for our stakeholders Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
| Requirements of Law 11/2018 | Reporting framework | Page numbers |
|---|---|---|
| Equality | ||
| Measures adopted to promote equal treatment and opportunities for men and women | GRI 401-3 | 53-57 |
| Equality plans (Chapter III of Spanish Constitutional Act 3/2007 of March 22, for Effective Equality between Women and Men) | GRI 405-1 | 53-56 |
| Measures adopted to promote employment | Internal framework: Qualitative description of the measures to promote employment adopted by the company. |
52-53 |
| Protocol against sexual harassment and harassment on the grounds of sex | GRI 102-17 | 59, 104-106 |
| Integration and universal accessibility for persons with disabilities | GRI 405-1 | 56 |
| Policy against any type of discrimination and, where appropriate, for managing diversity | Internal framework: qualitative description of the policy implemented against all forms of discrimination |
53-56 |
| Application of due diligence procedures in relation to human rights | GRI 102-16, GRI 102-17, GRI 410-1, GRI 412-1, GRI 412-3 | 59, 104-106, 138 |
|---|---|---|
| Prevention of the risks of violation of human rights and, where appropriate, measures to mitigate, manage and rectify any possible abuses committed |
Internal framework: Qualitative description of the measures implemented to prevent the risk of human rights violations at the company |
59, 104-106 |
| Formal complaints for cases of violation of human rights | GRI 102-17 | 59, 104-106 |
| Promotion of and compliance with the provisions of the fundamental conventions of the International Labour Organization in relation to respect for freedom of association and the right to collective bargaining |
GRI 412-2 | 59, 104-106 |
| Elimination of discrimination in employment and occupation; the elimination of forced or compulsory labour and the effective elimination of child labour |
Internal framework: Qualitative description of the measures implemented to eliminate discrimination in employment, eliminate forced labour and abolish child labour at the company and in the supply chain |
104-106 |
| Measures adopted to prevent corruption and bribery | GRI 102-16, GRI 102-17, GRI 205-1, GRI 205-2, GRI 205-3 | 59-62 |
|---|---|---|
| Measures to combat money laundering | GRI 205-2 | 59-62 |
| Contributions to foundations and not-for-profit organisations | GRI 201-1, GRI 413-1 | 62, 94-96, 115 |

model Enagás in 2019 Interview Executive
with the
Chairman
Strategy Our commitment to the energy transition
Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
Creation of value for our stakeholders
ANNUAL REPORT ON DIRECTORS' REMUNERATION
CONSOLIDATED ANNUAL ACCOUNTS
| Requirements of Law 11/2018 | Reporting framework | Page numbers |
|---|---|---|
| V. Information about the company | ||
| The company's commitment to sustainable development | ||
| The impact of the company's activity on employment and local development | GRI 413-1 | 93-96 |
| The impact of the company's activity on local communities and on the region | GRI 413-1, GRI 413-2, OG11 | 93-96, 137 |
| Relations with key figures of local communities and modalities of dialogue with them | GRI 102-43, GRI 411-1, GRI 413-1, OG10, | 93-96 |
| Association and sponsorship actions | GRI 102-13, GRI 413-1 | 62, 93-96, 115 |
| Subcontracting and suppliers | ||
| Inclusion in the procurement policies regarding social issues, gender equality and environment | GRI 308-1, GRI 308-2, GRI 414-1, GRI 414-2 | 98-99 |
| Consideration in supplier and subcontractor relations of their social and environmental responsibilities | GRI 308-1, GRI 308-2, GRI 414-1, GRI 414-2 | 98-99 |
| Systems for supervision and auditing and their results | GRI 308-1, GRI 308-2, GRI 414-1, GRI 414-2 | 99 |
| Consumers | ||
| Measures for the health and safety of consumers | GRI 403-7 | 71, 74 |
| Complaint systems | Internal framework: qualitative description of the complaint systems in place | 39, 68 |
| Complaints received and their resolution | Internal framework: quantitative description of complaints received and their resolution | 68 |
| Tax information | ||
| Profits obtained by country | GRI 201-1 | 64, 112 |
| Tax paid on profits | Internal framework: quantitative information on profits | 65 |
| Public subsidies received | GRI 201-4 | 134 In 2019, 568 thousands of euros of public subsidies corresponding to gas infrastructure investments were received, 115 thousands of euros in 2018 (in both years, 100% were received in Spain) |
| Company ownership structure | ||
|---|---|---|
| Company management structure | Annual Corporate Governance Report | |
| Workings of the General Shareholders' Meeting | ||
| Related-party and intragroup transactions | ||
| Risk control systems, including tax risk | ||
| Recommendations of the Unified Code of Good Governance |

Interview with the Executive About our Consolidated Management
Report
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model Enagás in 2019
Strategy Our commitment to the energy transition Appendices 1 2 3 4 5 6 ANNUAL
Creation of value for our stakeholders Key indicators
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Together with other leading companies in international reporting, Enagás took part in a pilot programme of the International Integrated Reporting Committee (IIRC) to establish a common framework for the preparation of integrated reports and enable participants to share best practices. Up to and including 2017, Enagás was a member of the Integrated Reporting Business Network.
Enagás is committed to integrated reporting as a way of clearly and concisely presenting relevant issues affecting the company's capacity to create and maintain value in the present and future.
Since 2012, Enagás has been progressing towards an integrated report in its Annual Reports.
The report reflects key strategic aspects such as the positioning of Enagás in the energy transition and the context of operation, which includes the outlook for the natural gas sector and the impact they will have on business, based on those established by the company's growth drivers.
In addition, our long-term vision is included, positioning the company with a sustainable business model, which is based on the role of natural gas as the key to achieving sustainable, safe and efficient energy, renewable gases and the creation of value in affiliate companies, as well as in areas such as digitalisation and corporate entrepreneurship and innovation.
The company also identified the main risks derived in the context of operation and of its business model. Furthermore, it includes the outlook from the Executive Chairman regarding the ability of the company to meet its long and short-term goals, providing an assessment of past performance and on future growth and strategies.
The commitment of leaders responsible for sustainability and opportunity and risk management, together with the performance and targets in each of the material issues, shows that the company is prepared to deliver its strategy, i.e. how to generate value in the present and in the future.
The report reflects the relationship between different information blocks, primarily:
Enagás is committed to integrated reporting as a way of clearly and concisely presenting relevant issues affecting the company's capacity to create and maintain value in the present and future
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About our Consolidated Management Report CONSOLIDATED MANAGEMENT
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Strategy Our commitment to the energy transition
Creation of value for our stakeholders Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT

The Annual Report contains all the necessary information to be able to respond to the information relevant to the main stakeholders
this section is linked to our contribution to the fulfilment of the Sustainable Development Goals (SDG), in which we prioritise the SDG to which we contribute with our activity, management models, corporate policies and guidelines as well as the goals, the degree of progress and impact (see 'Our contribution to the SDG' and 'Index of contents according to the SDG' chapters).
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Also included are navigation icons, hyperlinks and crossreferences that facilitate reading and understanding of the connections between different contents.
Enagás' 2019 Annual Report targets its main stakeholders. The Enagás stakeholder map is aligned with corporate strategy.
Enagás has identified its stakeholders classified according to the different areas of relationship, identified by material topics.
As in previous years, the 2019 Consolidated Management Report has been drafted applying the principles of standard AA1000: inclusivity, impact, materiality and responsiveness.
The Report contains all the necessary information to be able to respond to the information relevant to the main stakeholders.
Enagás' materiality analysis is aligned with the Company's Strategy. The outcome of this analysis was that Enagás identified those material topics that bring together the main interests and concerns of stakeholders. This Report provides detailed information concerning each material issue in the respective chapters of the section 'Creation of value for our stakeholders'.

About our Consolidated Management Report CONSOLIDATED MANAGEMENT
model Enagás in 2019 Interview with the Executive
Strategy Our commitment to the energy transition
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Our business Annual Report 2019
Furthermore, the critical management standards that Enagás evaluates in its affiliates are identified. These are based on the material topics of the company (see the 'Affiliates management' chapter).
Chairman
For the purpose of only including material topics in the Annual Report, the Consolidated Management Report and its detailed information was separated from the Consolidated Annual Accounts, Annual Corporate Governance Report and Annual Report on Directors' Remuneration. The Consolidated Management Report includes the more relevant data from these publications.
At the same time, the corporate website includes other aspects that constitute non-material information or static information (management models, policies, etc.).
Both the financial and non-financial information from 2019 was audited and verified, respectively, by the same auditors: EY.
EY audits our annual accounts and examines information relating to the ICFR system, expressing an opinion on its effectiveness.
EY also verifies non-financial information with a limited level of assurance and a reasonable level of assurance for the following indicators:
Enagás is continuing to review its indicators so as to achieve higher levels of assurance in the future.
Furthermore, it has also reviewed, through a Report on agreed procedures, the internal control over non-financial information system implemented by the company in 2019.
The 2019 Management Report takes account of the GRI Sustainability Reporting Standards of the Global Reporting Initiative (GRI) and the Oil & Gas sector supplement. Therefore, it provides an internal and external benchmark for comparison based on internationally recognised principles and content.
Furthermore, the indicators included in the 2019 Management Report are defined so as to facilitate comparison with reports for prior years and other companies in the sector, including a data history and explaining the reasons for variations, using studies, sustainability indices and benchmarking projects as references.
Also, customer satisfaction surveys are standardised for the respondents in terms of structure and rating levels, to facilitate comparison with other companies in the energy sector. Enagás is also involved in a benchmarking project with natural gas transmission companies internationally to compare the occupational health and safety, and environmental indicators, among others.
Enagás has implemented an internal control over non-financial information system that has been externally reviewed through an agreed procedures report
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Strategy Our commitment to the energy transition
Creation of value for our stakeholders Key indicators Appendices 1 2 3 4 5 6 ANNUAL
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT ON DIRECTORS' REMUNERATION
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Chairman
| Content element | Aspects included | Sections | ||
|---|---|---|---|---|
| Overview of the organisation and its external environment |
Activities and material topics | Our business model Materiality and Sustainable Management Model |
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| Mission, vision and values | Our business model | |||
| Supply chain description | Our supply chain | |||
| Operating context | Geographies Operating context |
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| Shareholder composition | Enagás in 2019 | |||
| Governance | Corporate Governance structure | Board of Directors and Committees Management Committee |
||
| Board selection and self-assessment | Functioning of the Board | |||
| Good corporate governance practices implemented | Good Governance | |||
| Remuneration for the Board linked to value creation in the short, medium and long term | Remuneration of the Board of Directors | |||
| Opportunities and risks | Management of opportunities arising from future outlook | Operating context Strategic priorities Our commitment to the energy transition |
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| Management of risks associated with future outlook | Risk management Our commitment to the energy transition |
|||
| Management of opportunities and risks in the supply chain | Supply chain risk management | |||
| Strategy and resource allocation | Growth strategy | Strategic priorities | ||
| Strategy | Our commitment to the energy transition | |||
| Business model | How Enagás creates value from its resources and business processes | Our contribution to the SDG Strategic priorities Sustainability strategy |
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| Performance | Sustainable Management Model | Sustainable Management Model | ||
| Key company performance indicators | Enagás in 2019 Key indicators |
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| Performance in material topics measured by indicators | Good Governance Health and safety People Natural capital management Ethics and integrity Climate change and energy efficiency Financing and operating excellence Local communities |
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| Outlook | The opportunities, challenges and uncertainties the organisation may encounter in pursuing its strategy | Operating context Our commitment to the energy transition |
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| Risks associated with the business and implementation of the strategy | Risk management |

About our Consolidated Management Report CONSOLIDATED MANAGEMENT
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Strategy Our commitment to the energy transition
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Chairman
| EFQM criterion | Subcriterion | References (chapters) | Pages | EFQM criterion | Subcriterion | References (chapters) | Pages |
|---|---|---|---|---|---|---|---|
| 1. Leadership |
1a. Leaders develop the mission, vision, values and ethical principles, and act as a role model |
Interview with the Executive Chairman Mission, vision, values Good governance Ethics and integrity Respect for Human Rights |
4-6 14 42-48 58-62 104-106 |
3. People |
2c. The strategy and its supporting policies are implemented, reviewed and updated |
Our contribution to the SDG Our aim and activities Strategy Sustainability Strategy Materiality and Sustainable Management Model |
8-9 12 20-21 29 38-41 |
| 1b. Leaders define, oversee, review and promote improvement in both the organisation's management system and |
Strategy Sustainability strategy Materiality and Sustainable Management Model |
20-21 29 38-41 |
2d. The strategy and its supporting policies are communicated, implemented and monitored |
Sustainability strategy Local Community Management Model |
29 93 |
||
| performance 1c. Leaders engage with external stakeholders |
About our Consolidated Management Report Corporate Entrepreneurship and Open Innovation Sustainability strategy Creation of value for our stakeholders |
3 33-34 29 38-108 |
3a. People management plans support the organisation's strategy |
Sustainability strategy People Stable and quality employment Professional development programmes Diversity Collective bargaining |
29 49-57 50-51 52 53-56 57 |
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| 1d. Leaders reinforce a culture of excellence among the people in the organisation |
Corporate Entrepreneurship and Open Innovation Operating excellence Professional development programmes Board structure: independence and diversity Diversity |
33-34 66-69 52 43-45 53-56 |
3b. People's knowledge and skills are developed |
Employee satisfaction and motivation Our employees Awareness of in-house talent Professional development programmes Training |
57 50 51 52 52 |
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| 1e. Leaders ensure that the organisation is flexible and manage change efficiently |
Our contribution to the SDG Our commitment to the energy transition |
8-9 29-35 |
3c. People are aligned with the needs of the organisation, involved and take on |
Targets linked to variable remuneration Corporate Entrepreneurship and Open Innovation |
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| 2. Strategy |
2a. The strategy is based on Operating context 18-20 understanding the needs and Our commitment to the energy transition 29-35 expectations of stakeholders and the external environment 2b. The strategy is based on Creating value in affiliates 100-103 understanding the organisation's Corporate Entrepreneurship and Open Innovation 33-34 performance and capabilities Digital transformation 34-35 Technological innovation 35 Materiality and Sustainable Management Model 38-41 |
their responsibility | Code of Ethics Social investment |
59 94 |
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| 3d. People communicate effectively throughout the organisation |
Sustainability strategy Operating excellence Employee satisfaction and motivation |
29 66-69 57 |
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| 3e. Reward, recognition and attention to the people in the organisation |
Targets linked to variable remuneration Work-life balance Employee satisfaction and motivation Health and safety |
22 56-57 57 70-75 |

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Strategy Our commitment to the energy transition
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| EFQM criterion | Subcriterion | References (chapters) | Pages | EFQM criterion | Subcriterion | References (chapters) | Pages |
|---|---|---|---|---|---|---|---|
| 4. Partnerships and Resources |
4a. Managing partners and suppliers for sustainable profit |
Corporate Entrepreneurship and Open Innovation Affiliate management Supply chain |
33-34 100-103 97-99 |
5d. Products and services are created, distributed and managed |
Our aim and activities Operating excellence Health and safety |
12 66-69 70-75 |
|
| 4b. Management of economic-financial resources to ensure sustained success |
Targets linked to variable remuneration Tax responsibility |
22 62 |
Natural capital management Climate change and energy efficiency |
76-81 82-91 |
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| Financial excellence Social investment |
64-65 94 |
5e. Customer relationships are managed and improved |
Sustainability strategy Operating excellence |
29 66-69 |
|||
| Internal Control over Financial Reporting System Consolidated Annual Accounts |
ACGR CAA |
6. Customer |
6a. Perceptions | Operating excellence Key social indicators |
66-69 113-115 |
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| 4c. Sustainable management of buildings, equipment, materials and |
Materiality and Sustainable Management Model Crisis and emergency management |
38-41 74 |
Results | 6b. Performance indicators | Enagás in 2019 Operating excellence |
7 66-69 |
|
| natural resources | Natural capital management Climate change and energy efficiency |
76-81 7. 82-91 |
7a. Perceptions | Employee satisfaction and motivation | 57 | ||
| 4d. Technology management to turn strategy into reality |
Our commitment to the energy transition | 29-35 | Results in People |
7b. Performance indicators | Enagás in 2019 People Key social indicators |
7 49-57 113-115 |
|
| 4e. Information and knowledge management to support effective decision-making and build up the organisation's skills |
Sustainability strategy Information security |
29 74 |
8. Results in the company |
8a. Perceptions | Sustainability strategy Materiality and Sustainable Management Model Ranking on indices and certifications |
29 38-41 107-108 |
|
| 5. | 5a. Processes are designed and managed | Strategy | 20-21 | 8b. Performance indicators | Enagás in 2019 Key indicators |
7 111-116 |
|
| Processes, Products and Services |
to optimise value for stakeholders | Sustainability strategy Affiliate management Operating excellence |
29 100-103 66-69 |
9. Key Results |
9a. Key Activity Results | Enagás in 2019 Key economic indicators Consolidated Annual Accounts |
7 111-113 CAA |
| 5b. Products and Services are developed to give optimum value to customers |
Our commitment to the energy transition Operating excellence Circular economy |
29-35 66-69 78 |
9b. Key indicators for activity performance |
Enagás in 2019 Key indicators Consolidated Annual Accounts |
7 111-116 CAA |
||
| 5c. Products and Services are promoted and effectively marketed |
Sustainability strategy Sustainable Management Model Operating excellence Information security |
29 38 66-69 74 |
* Annual Corporate Governance Report
** Consolidated Annual Accounts

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model Enagás in 2019 Interview with the Executive
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Strategy Our commitment to the energy transition
value for our Key indicators Appendices 1 2 3 4 5 6 ANNUAL
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Creation of
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Our business Annual Report 2019
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| Sustainable Development Goal | References (chapters) | GRI Standard disclosures | |||
|---|---|---|---|---|---|
| SDG 5. Achieving gender equality and empower all women and girls |
Our contribution to the SDG Targets linked to variable remuneration Sustainability strategy Good Governance People |
Ethics and integrity Supply chain Affiliates management Respect for Human Rights Key indicators |
GRI 102-8, GRI 102-22, GRI 102-24, GRI 401-1, GRI 401-2, GRI 401-3, GRI 404-1, GRI 404-3, GRI 405-1, GRI 405-2, GRI 414-1, GRI 414-2 |
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| SDG 7. Ensure access to affordable, reliable, sustainable and modern energy for all |
Our contribution to the SDG Strategy Our commitment to the energy transition |
Climate change and energy efficiency Supply chain Affiliates management |
GRI 302-1, GRI 302-2, GRI 302-3, GRI 302-4, GRI 302-5, GRI 308-1, GRI 308-2, GRI OG2, GRI OG3 |
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| SDG 8. Promote inclusive and sustainable economic growth, employment and decent work for all |
Our contribution to the SDG Strategy Our commitment to the energy transition People Ethics and integrity Health and safety Financing and operating excellence |
Climate change and energy efficiency Local communities Affiliates management Respect for Human Rights Supply chain Key indicators |
GRI 102-8, GRI 201-1, GRI 204-1, GRI 302-1, GRI 302-2, GRI 302-3, GRI 302-4, GRI 302-5, GRI 303-1, GRI 303-2, GRI 303-3, GRI 401-1, GRI 401-2, GRI 401-3, GRI 403-2, GRI 403-8, GRI 404-1, GRI 404-2, GRI 405-1, GRI 405-2, GRI 414-1, GRI 414-2 |
||
| SDG 9. Build resilient infrastructure, promote sustainable industrialization and foster innovation |
Our business model Our contribution to the SDG Strategy Our commitment to the energy transition Health and safety Climate change and energy efficiency |
Natural capital management Financing and operating excellence Affiliates management Supply chain Key indicators |
GRI 201-1, GRI 201-2, GRI 204-1, GRI 302-1, GRI 302-2, GRI 302-3, GRI 302- 4,GRI OG2, GRI OG3 |
||
| SDG 13. Take urgent measures to combat climate change and its impacts |
Our contribution to the SDG Strategy Our commitment to the energy transition Climate change and energy efficiency |
Supply chain Affiliates management Key indicators |
GRI 201-2, GRI 302-1, GRI 302-2, GRI 302-3, GRI 302-4, GRI 302-5, GRI 305-1, GRI 305-2, GRI 305-3, GRI 305-4, GRI 305-5, GRI OG2, GRI OG3, GRI 308-1, GRI 308-2, GRI OG6 |

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Strategy Our commitment to the energy transition
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Chairman
The Content Index Service, GRI Services has confirmed that the GRI table of contents in the report is clear, and that the references for each included content correspond to the sections included in the report. The service was performed in the Spanish version of the report.
CORPORATE GOVERNANCE REPORT
| GRI Standard | Content | Page number(s), URL and/or direct answers | Omissions | |
|---|---|---|---|---|
| GRI 101: Foundation 2016 | ||||
| Organisation profile | ||||
| 102-1 Name of the organisation | 3, 142 | |||
| 102-2 Activities, brands, products and services | 12 | |||
| 102-3 Location of the organisation's headquarters | 15, 142 | |||
| 102-4 Location of operations | 15 | |||
| 102-5 Ownership and legal form | 3 | |||
| 102-6 Markets served | 15 | |||
| 102-7 Scale of the organisation | 111, 114 | |||
| 102-8 Information on employees and other workers | 50, 53, 98 | |||
| GRI 102: | 102-9 Supply chain | 98 | ||
| General content 2016 | 102-10 Significant changes in the organisation and its supply chain | 3, 12, 15, 50, 98 | ||
| 102-11 Precautionary principle and approach | 23-26 | |||
| 102-12 External initiatives | 3, 95, 104 | |||
| 102-13 Membership of associations | 62 consultations by the regulators. |
Enagás is also involved with the governing bodies of a number of Spanish associations and organisations such as Sedigas, Enerclub and Instituto Elcano, and international bodies such as IGU, ENTSOG, GIE, EASEE Gas, GIIGNL and UNECE. It also cooperates with regulators, both directly and through industry associations, to propose regulatory improvements, whether directly or as part of |
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| Strategy | ||||
| 102-14 Statement from senior decision-maker | 4-6 | |||
| 102-15 Key impacts, risks and opportunities | 23-26, 30-32 | |||

Enagás in 2019 Interview with the Executive
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Strategy Our commitment to the energy transition
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| GRI Standard | ||
|---|---|---|
GRI 102:
| GRI Standard | Content | Page number(s), URL and/or direct answers | Omissions |
|---|---|---|---|
| Ethics and integrity | |||
| 102-16 Values, principles, standards and rules of the organisation | 14, 59 | ||
| 102-17 Mechanisms for offering advice and concerns about ethics | 59 | ||
| Governance | |||
| 102-18 Governance structure | 38, 43-44 | ||
| 102-19 Delegating authority | 38 | ||
| 102-20 Executive-level responsibility for economic, environmental and social matters | 38 | ||
| 102-21 Consulting stakeholders on economic, environmental, and social topics | 38-39, 46, 57, 68, 99 | ||
| 102-22 Composition of the highest governance body and its committees | 43-44 | ||
| 102-23 Chair of the highest governance body | 43 | ||
| 102-24 Appointment and selection of the highest governance body | Article 8 of the Regulations of the Enagás Board of Directors | ||
| 102-25 Conflicts of interest | Enagás Internal Code of Conduct in Matters Relating to Securities Markets (pp. 9 to 19) Article 25 of the Regulations of the Enagás Board of Directors |
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| 102-26 Role of highest governance body in setting purpose, values, and strategy | 14 | ||
| 102-27 Collective knowledge of highest governance body | 44-45 | ||
| 102-28 Evaluating the highest governance body's performance | 45 | ||
| 102-29 Identification and management of economic, environmental and social impacts | 23-24, 38, 83-84 | ||
| 102-30 Effectiveness of risk management processes | 23-26 | ||
| GRI 102: | 102-31 Review of economic, environmental, and social topics | 23-24, 38, 83-84 | |
| General content 2016 | 102-32 Highest governance body's role in sustainability reporting | 3, 6 | |
| 102-33 Communicating critical concerns | 46 | ||
| 102-34 Nature and total number of critical concerns | 46 | ||
| 102-35 Remuneration policies | 22, 47-48 | ||
| 102-36 Process for determining remuneration | 22, 47 | ||
| 102-37 Stakeholders' involvement in remuneration | 22, 47 | ||
| 102-38 Annual total compensation ratio | In 2019, the Chairman's total annual remuneration was 52.8 times the median total annual remuneration of professionals. In 2019, the long-term incentive plans (2016-2018) were settled, significantly increasing the remuneration of the company's employees. The allocation of these incentive plans was structured according to the professional category's degree of contribution to the established targets, which explains the higher increase in the Chairman's remuneration. Without taking into account this three-year variable remuneration, the ratio would be 29.7. |
131

Chairman
Strategy Our commitment to the energy transition
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| GRI Standard | Content | Page number(s), URL and/or direct answers | Omissions |
|---|---|---|---|
| 102-39 Percentage increase in annual total compensation ratio | In 2019, the increase in the Chairman's total annual remuneration was 13.2 times the increase in the median total annual remuneration of professionals. In 2019, the long-term incentive plans (2016-2018) were settled, significantly increasing the remuneration of the company's employees. The allocation of these incentive plans was structured according to the professional category's degree of contribution to the established targets, which explains the higher increase in the Chairman's remuneration. Without taking into account this three-year variable remuneration, the decrease in the total annual remuneration of the Chairman was 25.1 times the decrease in the median total annual remuneration of professionals. |
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| Stakeholder engagement | |||
| 102-40 List of stakeholder groups | 39 | ||
| 102-41 Collective bargaining agreements | 57 | ||
| 102-42 Identifying and selecting stakeholders | 39, 68, 99 | ||
| 102-43 Approach to stakeholder engagement | 39, 68, 99 | ||
| 102-44 Key topics and concerns raised | 39, 41, 68, 99, 124 | ||
| GRI 102: | Reporting practice | ||
| General content 2016 | 102-45 Entities included in the consolidated financial statements | 3 | |
| 102-46 Defining report content and topic boundaries | 39-41, 124 | ||
| 102-47 List of material topics | 40-41 | ||
| 102-48 Restatements of information | 53, 86, 90, 111 | ||
| 102-49 Changes in reporting | 3 | ||
| 102-50 Reporting period | 3 | ||
| 102-51 Date of most recent report | 2018 | ||
| 102-52 Reporting cycle | Yearly | ||
| 102-53 Contact point for questions regarding the report | 142 | ||
| 102-54 Claims of reporting in accordance with the GRI Standards | This report has been prepared in accordance with GRI Standards Comprehensive option. | ||
| 102-55 GRI content index | 130-138 | ||
| 102-56 External assurance | 3, 139-140 |
| CONSOLIDATED MANAGEMENT REPORT |
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1 Our business model |
2 Strategy |
3 Our commitment to the energy transition |
4 Creation of value for our stakeholders |
5 Key indicators |
6 Appendices |
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Annual Report 2019 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GRI Standard | Content | Page number(s), URL and/or direct answers | Omissions | |||||||||
| Material topics | ||||||||||||
| Good Governance | ||||||||||||
| 103-1 Explanation of the material topic and its boundaries | 42 | |||||||||||
| GRI 103: | 103-2 The management approach and its components | 42 | ||||||||||
| Management Approach 2016 | 103-3 Evaluation of management approach | 42 | ||||||||||
| GRI 419: Socio-economic Compliance 2016 |
419-1 Non-compliance with laws and regulations in the social and economic area | In 2019, no significant sanctions or fines were received in the social and economic area. | ||||||||||
| People | ||||||||||||
| 103-1 Explanation of the material topic and its boundaries | 49 | |||||||||||
| GRI 103: | Management Approach 2016 | 103-2 The management approach and its components | 49 | |||||||||
| 103-3 Evaluation of management approach | 49 | |||||||||||
| 202-1 Ratio of standard initial category salary by sex to the local minimum wage | 53, 105 | |||||||||||
| GRI 202: | Presence in the market 2016 | 202-2 Proportion of senior management hired from the local community | which they work are considered local. | 100% of executives in Spain are local. There is a local general manager in both Mexico and Greece and a non-local general manager in Peru/Chile. Employees with the nationality of the country in |
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| 401-1 New employee hires and employee turnover | 50-51 | |||||||||||
| GRI 401: | Employment 2016 | employees | 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time | 56-57 | ||||||||
| 401-3 Parental leave | 57 | |||||||||||
| 404-1 Average hours of training per year per employee | 49, 52 | |||||||||||
| GRI 404: | Training and Education 2016 | 404-2 Programmes for upgrading employee skills and transition assistance programmes | 52 | |||||||||
| 404-3 Percentage of employees receiving regular performance and career development reviews | 49, 51 | |||||||||||
| GRI 405: Diversity and Equal | 405-1 Diversity of governance bodies and employees | 42–44, 50, 53, 55 | ||||||||||
| Opportunity 2016 | 405-2 Ratio of basic salary and remuneration of women to men | 54 | ||||||||||

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| GRI Standard | Content | Page number(s), URL and/or direct answers | Omissions |
|---|---|---|---|
| Ethics and integrity | |||
| 103-1 Explanation of the material topic and its boundaries | 58 | ||
| GRI 103: Management Approach 2016 |
103-2 The management approach and its components | 58 | |
| 103-3 Evaluation of management approach | 58 | ||
| 205-1 Operations assessed for risks related to corruption | 61 | ||
| 205-2 Communication and training about anti-corruption policies and procedures | 58, 62 | ||
| GRI 205: | 205-3 Confirmed incidents of corruption and actions taken | 59 | |
| Anti-Corruption 2016 | OG12 Operations/facilities where involuntary resettlement took place, the number of resettled households and how their livelihoods were affected in the process |
Expropriations resulting from Enagás activities did not involve involuntary resettlement of communities |
|
| OG13 Number of process safety events taking place in operations, by activity | No process safety events were reported according to the API RP 754 standard | ||
| GRI 410: Security Practices 2016 | 410-1 Security personnel trained in human rights policies or procedures | 105 | |
| GRI 415: Public Policy 2016 |
415-1 Political contributions | The financing of political parties is expressly prohibited, and this is one of the risks that Enagás has defined in its crime prevention model. In 2019, Enagás did not make political contributions of any kind. |
|
| Financing and operating excellence | |||
| GRI 103: | 103-1 Explanation of the material topic and its boundaries | 63 | |
| Management Approach 2016 | 103-2 The management approach and its components | 63 | |
| 103-3 Evaluation of management approach | 63 | ||
| 201-1 Direct economic value generated and distributed | 7, 112 | ||
| 201-2 Financial implications and other risks and opportunities due to climate change | 23-24, 30, 83-84, 86, 88 | ||
| GRI 201: | 201-3 Defined benefit plan obligations and other retirement plans | 56-57 | |
| Economic Performance 2016 | 201-4 Financial assistance received from Government | See section 2.4. Property, plant and equipment, Grants in the Consolidated Annual Accounts. The Group did not benefit from other significant financial assistance received from governments in 2019 |

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| GRI Standard | Content | Page number(s), URL and/or direct answers | Omissions |
|---|---|---|---|
| Health and safety | |||
| 103-1 Explanation of the material topic and its boundaries | 70 | ||
| GRI 103: Management Approach 2016 |
103-2 The management approach and its components | 70 | |
| 103-3 Evaluation of management approach | 70 | ||
| 403-1 Health and safety management system in the workplace | 70-71 | ||
| 403-2 Hazard identification, risk assessment and incident investigation | 73 | ||
| 403-3 Health services in the workplace | 75 | ||
| 403-4 Worker participation, consultation, and communication on health and safety in the workplace |
71 | ||
| GRI 403: | 403-5 Worker training on occupational health and safety | 70-71 | |
| Occupational health and safety 2018 |
403-6 Promotion of worker health | 71, 75 | |
| 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships |
71, 75 | ||
| 403-8 Workers covered by a health and safety management system in the workplace | 71 | ||
| 403-9 Work-related injuries | 70, 72, 115 | ||
| 403-10 Occupational illnesses and diseases | 72 | ||
| Natural capital management | |||
| 103-1 Explanation of the material topic and its boundaries | 76 | ||
| GRI 103: Management Approach 2016 |
103-2 The management approach and its components | 76 | |
| 103-3 Evaluation of management approach | 76 79-80 79 79 Although all Enagás' facilities are located in Spain, a country considered to be highly water stressed (40-80%)*, almost 100% of the water withdrawn is seawater 79 |
||
| 303-1 Interactions with water as a shared resource | |||
| 303-2 Management of water discharge-related impacts | |||
| GRI 303: Water and effluents 2018 |
303-3 Water withdrawal | ||
| 303-4 Water discharge | |||
| 303-5 Water consumption | 76, 79 |

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| GRI Standard | Content | Page number(s), URL and/or direct answers | Omissions |
|---|---|---|---|
| 304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas |
116 Enagás infrastructure occupies a surface area of 4 km2 of lands included in the Natura 2000 network (SACs/SPAs) |
||
| 304-2 Significant impacts of activities, products and services on biodiversity | 79 | ||
| GRI 304: | 304-3 Habitats protected or restored | 79 Monitoring and verification is conducted internally |
|
| Biodiversity 2016 | 304-4 IUCN Red List species and national conservation list species with habitats in areas affected by operations |
Enagás takes into consideration special protection areas and habitats of international interest listed by the International Union for Conservation of Nature (IUCN), along with the protection of the cultural heritage associated with them, in addition to the Spanish national and regional conservation lists |
|
| OG4 Number and percentage of significant operational sites in which biodiversity risk has been assessed and monitored |
79 | ||
| 306-1 Water discharge by quality and destination | 79 | ||
| 306-2 Waste by type and disposal method | 76, 80, 116 | ||
| 306-3 Significant spills | 80 | ||
| 306-4 Transport of hazardous waste | There are no cross-border movements of the waste produced by Enagás | ||
| 306-5 Water bodies affected by water discharges and/or run-off | Enagás does not discharge any wastewater into watercourses located in protected nature reserves or considered to be of particular ecological value |
||
| OG5 Volume and disposal of formation or produced water | Enagás generates produced water in underground storage facilities given that the extraction of natural gas is performed with water. In 2019 the volume of produced water was 1,202 m3 |
||
| GRI 306: Effluents and waste 2016 |
OG6 Volume of flared and vented hydrocarbon | The main hydrocarbon burnt in the flare and/or vented is natural gas. In 2019, the volume of natural gas flared and/or vented amounted to 1,431,633 Nm3 |
|
| OG7 Total drilling waste (drilling mud and cuttings). Strategies implemented for its treatment and elimination |
Not applicable. As shown in the graph in 'Our business model', the company's activity commences with tankers offloading at any of its regasification plants or at international connections in the pipeline network. Therefore, as it is not involved in extraction activities, Enagás does not generate drill mud |
GRI 307:
Environmental Compliance 2016 307-1 Non-compliance with environmental laws and regulations In 2019, no significant sanctions or fines were received in the environmental area

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| GRI Standard | Content | Page number(s), URL and/or direct answers | Omissions |
|---|---|---|---|
| Climate change and energy efficiency | |||
| 103-1 Explanation of the material topic and its boundaries | 82 | ||
| GRI 103: | 103-2 The management approach and its components | 82 | |
| 103-3 Evaluation of management approach | 82 | ||
| 302-1 Energy consumption within the organisation | 90, 116 | ||
| 302-2 Energy consumption outside of the organisation | 7, 19, 85 | ||
| 302-3 Energy intensity | 90 | ||
| GRI 302: Energy 2016 | 302-4 Reduction of energy consumption | 89 | |
| 302-5 Reductions in energy requirements of products and services | 89 | ||
| OG2 Total amount invested in renewable energy | 35 | ||
| OG3 Total amount of renewable energy generated by source | 82, 89 | ||
| 305-1 Direct (Scope 1) GHG emissions | 82, 85-86, 116 | ||
| 305-2 Energy indirect (Scope 2) GHG emissions | 82, 85-86, 116 | ||
| 305-3 Other indirect (Scope 3) GHG emissions | 87 | ||
| 305-4 GHG emissions intensity | 86 | ||
| Management Approach 2016 GRI 305: Emissions 2016 305-5 Reduction of GHG emissions Local communities GRI 103: Management Approach 2016 103-3 Evaluation of management approach |
89-90 | ||
| 305-6 Emissions of ozone-depleting substances (ODS) | 86 | ||
| 305-7 Nitrogen oxides (NOX), sulphur oxides (SOX) and other significant air emissions | 76-81 | ||
| 103-1 Explanation of the material topic and its boundaries | 92 | ||
| 103-2 The management approach and its components | 92 | ||
| 92 | |||
| GRI 411: Rights of Indigenous Peoples 2016 |
411-1 Incidents of violations involving rights of indigenous peoples | No incidents of violations involving rights of indigenous peoples were identified in 2019 |

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| GRI Standard | Content | Page number(s), URL and/or direct answers | Omissions |
|---|---|---|---|
| Supply chain | |||
| GRI 103: | 103-1 Explanation of the material topic and its boundaries | 97 | |
| Management Approach 2016 | 103-2 The management approach and its components | 97 | |
| 103-3 Evaluation of management approach | 97 | ||
| GRI 204: Procurement Practices 2016 |
204-1 Proportion of spending on local suppliers | 98 | |
| GRI 308: Supplier Environmental | 308-1 New suppliers that were screened using environmental criteria | 99 | |
| Assessment 2016 | 308-2 Negative environmental impacts in the supply chain and actions taken | 98-99 | |
| GRI 414: Supplier Social Assessment | 414-1 New suppliers that were screened using social criteria | 99 | |
| 2016 | 414-2 Negative social impacts in the supply chain and actions taken | 98-99 | |
| 413-1 Operations with local community engagement, impact assessments and development programmes |
94-96 | ||
| GRI 413: | 413-2 Operations with significant actual and potential negative impacts on local communities | 93 | |
| Local communities 2016 | OG10 Number and description of significant disputes with local communities and indigenous peoples |
93 | |
| OG11 Number of sites that have been decommissioned and sites that are in the process of being decommissioned |
In 2019, there were no significant dismantling | ||
| Respect for Human Rights | |||
| GRI 103: | 103-1 Explanation of the material topic and its boundaries | 104 | |
| Management Approach 2016 | 103-2 The management approach and its components | 104 | |
| 103-3 Evaluation of management approach | 104 | ||
| 412-1 Operations that have been subject to human rights reviews or impact assessments | 104 | ||
| GRI 412: Human Rights Assessment 2016 |
412-2 Employee training on human rights policies or procedures | 76% of employees received training on human rights (15,049 hours). Training in at least one of the following types of courses is considered human rights training: Equality and Anti-Corruption, Human Rights (general), and Prevention and the Environment. |
|
| 412-3 Significant investment agreements and contracts that include human rights clauses or that underwent human rights screening |
In 2019, no significant investment agreements or contracts were signed. |

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CONSOLIDATED MANAGEMENT REPORT
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Chairman
The Global Compact is an ethical commitment initiative designed so that entities from all countries can adhere to, as an integral part of their strategy and operations, ten universal principles governing conduct and action on matters concerning human rights, labour, the environment and the fight against corruption.
Enagás has been a member of the United Nations Global Compact since 2003 and regularly renews its commitment, maintaining a public and transparent record of the progress it has made in this field in an annual report published on the Global Compact website at (www.pactomundial.org).
The links between the ten principles of the Global Compact and the GRI standards considered in this report are listed in the table below, and the United Nations Global Compact Communication on Progress, published by the United Nations Global Compact Office in May 2007.
To make it easier to identify the activities most directly related to the principles of the Global Compact, Enagás has singled out the GRI standards that have a direct bearing on these principles. The table below indicates the pages of this report in which this information is contained.
| GC | Human Rights | GRI Standard disclosures | Pages |
|---|---|---|---|
| 1 | Companies must support and protect internationally acknowledged basic human rights within their sphere of influence |
GRI 410-1, GRI 411-1, GRI 412-1, GRI 412-2, GRI 412-3, GRI 414-1, GRI 414-2 |
98–99, 104-106, 138 |
| 2 | Companies must ensure they are not party to human rights violations | GRI 410-1, GRI 412-3 | 105, 134 |
| Labour standards | |||
| 3 | Companies must support freedom of association and the right to organise, and provide effective recognition of the right to collective bargaining |
GRI 102-41 | 57 |
| 4 | Companies must support all steps to eradicate forced or coerced labour | GRI 412-1, GRI 412-2, GRI 412-3 | 104-106, 138 |
| 5 | Companies must support the eradication of child labour | GRI 412-1,GRI 412-3 | 104-106, 138 |
| 6 | Companies must support the abolition of discriminatory practices in employment and occupation |
GRI 401-1, GRI 405-1, GRI 405-2 | 42-45, 50-51, 53-55 |
| Environment | |||
| 7 | Companies must uphold a preventive approach that helps protect the environment | GRI 305-5, Management approach Natural Capital Management |
82, 88-91 |
| 8 | Companies must promote initiatives that foster greater environmental responsibility | GRI 302-4, GRI 302-5, GRI 304-3, GRI 304-4, GRI 305-5, GRI 306-1, GRI 306-2 |
79-81, 82, 88-91, 136 |
| 9 | Companies must foster the development and dissemination of environmentally friendly technology |
GRI 302-4, GRI 302-5, GRI 304-3, GRI 304-4, GRI 305-5, GRI 306-1, GRI 306-2 |
79-81, 82, 88-91, 136 |
| Anti-corruption | |||
| 10 | Entities must work against corruption in all its forms including extortion and bribery | GRI 205-1, GRI 205-3 | 59, 61 |
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About our Consolidated Management Report CONSOLIDATED MANAGEMENT
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Please address any comments, requests for clarification or suggestions in connection with this report to:
Enagás S.A. Paseo de los Olmos, 19 28005 Madrid
Investor Relations Department Tel.: +34 91 709 93 30 / 900 100 399 E-mail: [email protected]
Organisation and Sustainability Department Tel.: +34 91 709 92 62 E-mail: [email protected]

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About our Consolidated Management Report CONSOLIDATED MANAGEMENT
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Pursuant to Article 253 of the Corporate Enterprises Act and Article 37 of the Code of Commerce, on February 17, 2020, the Board of Directors of Enagás, S.A. authorised the Consolidated Management Report which, in accordance with the provisions of Law 11/2018 of December 28 on non-financial information and diversity, includes the Consolidated Non-Financial Information Statement for the year ended December 31, 2019, consisting of the accompanying documents preceding this document, signed and sealed by the Secretary with the Company's stamp.
Chairman
DECLARATION OF RESPONSIBILITY. For the purposes of Article 8.1.b) of Royal Decree 1362/2007, of October 19, the undersigned directors state that, to the best of their knowledge, the Consolidated Management Report includes a true and fair analysis of the performance and results of the businesses and the situation of the Company, together with the description of the main risks and uncertainties faced, and includes the Non-Financial Information Statement in accordance with the provisions of Law 11/2018, of December 28, on non-financial information and diversity. They additionally state that, to the best of their knowledge, the directors not signing below did not express dissent with respect to the Management Report.
| Chairman | Chief Executive Officer |
|---|---|
| Mr Antonio Llardén Carratalá | Mr Marcelino Oreja Arburúa |
| Board members | |
| Sociedad Estatal de Participaciones Industriales-SEPI (Represented by Mr Bartolomé Lora Toro) |
Mr Ignacio Grangel Vicente |
| Ms Eva Patricia Úrbez Sanz | Mr Antonio Hernández Mancha |
| Mr Martí Parellada Sabata | Ms Ana Palacio Vallelersundi |
| Mr Luis García del Río | Mr Santiago Ferrer Costa |
| Mr Gonzalo Solana González | Ms Rosa Rodríguez Diaz |
| Ms Isabel Tocino Biscarolasaga | |
| Secretary to the Board of Directors |
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Mr Rafael Piqueras Bautista

Chairman
model 2
1
Strategy Our commitment to the energy transition 3
1
Key indicators 5
Creation of value for our stakeholders
4
Appendices 6 ANNUAL CORPORATE
Our business Annual Report 2019
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The financial information disclosed by Enagás contains figures and measurements prepared in line with applicable accounting legislation, in addition to a series of measurements prepared in accordance with reporting standards established and developed internally, known as Alternative Performance Measures (APMs).
These APMs are considered to be adjusted figures compared to those disclosed under International Financial Reporting Standards as adopted in the EU (IFRS -EU), which is the applicable accounting framework for the Enagás Group's consolidated financial statements. They should therefore be considered by the reader to supplement but not replace these.
APMs are important for users of financial information as they are the measures used by Enagás management to assess financial performance, cash flows and financial position for the Group's operational or strategic decision -making. These APMs are consistent with the main indicators used by the investment and analyst community in capital markets.
In this respect, and in accordance with the provisions of the Guidelines issued by the European Securities and Markets Authority (ESMA), in force since 3 July 2016, concerning the transparency of Alternative Performance Measures, Enagás considers the following information related to APMs included in the management information for T4 2019 to be significant.
For the sake of clarity, reference is made herein to the concept referred to as "Pro forma". Since 15 February, GNL Quintero is now consolidated under the equity method. For comparative purposes, the following variations with respect to the previous reporting period are presented in pro forma terms, assuming the consolidation of GNL Quintero under the equity method since the start of both periods.
EBITDA ("Earnings Before Interest, Tax, Depreciation and Amortization") is an indicator that measures a company's operating income before the deduction of interest, taxes, depreciation and amortisation. By stripping out financial and tax figures, and accounting costs that do not imply a cash outflow, this indicator is used by Management to assess the company's earnings over time and compare them with those of other companies in its sector.
EBITDA is calculated as operating profit (loss) plus depreciation and amortisation, in addition to any impairment, and other items that do not imply cash inflows or outflows in Enagás' operations (such as capital gains or losses on disposals, provisions, etc.)
The reconciliation from operating profit (loss) of the financial statements for the period ended 31 December 2019 is shown below:
| 994 8 |
21 6 |
1 ,016 4 |
|---|---|---|
| -318 3 |
-5,2 | -323 5 |
| 162 1 |
-4,9 | 157 2 (*) |
| 1,151 1 |
31,7 | 1 ,182 8 |
| Pro forma | Quintero | Global |
| Q4 2019 | Q4 2019 | Q4 2019 |
(*) For management purposes, the concept "Results from affiliates" shown under operating income of €157.2 million (€162.1 million pro forma) does not include the impact of the amortisation of PPA for €36.2 million (€37.4 million pro forma), recognised as an increase in amortisation and depreciation expense and, therefore, excluded from EBITDA. Jointly, these two items would amount to €121.0 million (€124.6 million pro forma) as indicated in the income statement of the consolidated financial statements for the period ended 31 December 2019.
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Adjusted EBITDA is an indicator that measures the company's operating income before the deduction of interest, taxes, depreciation and amortisation, and includes dividends received as interest on subordinated debt from associates that are accounted for by the Enagás Group using the equity method.
This measure is used by the Management to calculate the leverage ratios described in the section "Alternative Performance Measures relating to the balance sheet and leverage ratios", enabling them to be compared with other sector companies. The reconciliation of adjusted EBITDA for Q4 2014 is shown below, which is used to calculated leverage ratios:
| Q4 2019 Pro forma |
Q4 2019 Global |
|
|---|---|---|
| EBITDA | 994 8 |
1 ,016 4 |
| Dividends (*) | 123 3 |
123 3 |
| Results from Affiliates (**) | -162 1 |
-157 2 |
.
1 982
. 6
(*) These are primarily dividends received from companies that are accounted for by the equity method (119.4 million euros as of 31 December 2019. Also included are subordinated debt interest charged to
ADJUSTED EBITDA 956
investee companies. (**) Since the dividends received from affiliates are indicated here, the results of these companies is excluded and included instead in EBITDA, as explained in the previous section.
EBIT ("Earnings Before Interest and Taxes) is an indicator that measures a company's operating income before the deduction of interest and taxes. Similar to the previous indicator, Management uses this figure to assess the company's earnings over time and compare them with the figures of other companies in its sector.
EBIT is calculated the same way as EBITDA, deducting depreciation and amortisation, in addition to any impairment, as well as other items that do not imply cash inflows or outflows in Enagás operations (such as capital gains or losses on disposals, provisions, etc).
The EBIT for T4 2019 climbed to €657.4 million ( €643.7 million pro forma). This figure matches the operating profit for that period.
2

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2. Alternative Performance Measures relating to the balance sheet and leverage ratios
Chairman
Net financial debt or net debt is the main indicator used by Management to measure the level of the Group's debt. It is gross debt less cash.
To calculate gross debt, the headings "Bank loans" and "Bonds and other marketable securities" measured at amortised cost and in relation to "Other longterm loans" are added, only including the loans from the General Industry Secretariat, General Energy Secretariat and Oman Oil. This also includes the adjustment for application of IFRS 16
The cash amount is taken from the consolidated balance sheet heading "Cash and cash equivalents".
The reconciliation between the APM and the figures corresponding to the consolidated balance sheet for the period ending 31 December 2019 are shown below (in millions of euros):
| Q4 2019 Pro forma |
Q4 2019 Global |
|
|---|---|---|
| Cash and cash equivalents | 1,099.0 | 1,099.0 |
| Bank loans Bonds and other marketable securities |
-1,534.1 -2,961.1 |
-1,534.1 -2,961.1 |
Net debt -3,755.0 -3,755.0 (1) The amount included in this section concerning the aggregated loans amounting to €3.4 million from the General Energy and Industry Secretariat, General Energy Secretariat and Oman Oil. This also includes the adjustment of €355.3 million for application of IFRS 16.
Other long-term loans (1) -358.7 -358,7
Management uses two key figures to analyse the Group's leverage and capacity to meet its financial obligations over time, and compare them with those of other companies in its sector.
The ratio linked to leverage is calculated as net debt/adjusted EBITDA, as follows:
| Q4 2019 Pro forma |
Q4 2019 Global |
|
|---|---|---|
| Net debt Adjusted EBITDA |
3,755.0 956.1 |
3,755.0 982.6 |
| Net debt/adjusted EBITDA | 3.9x | 3.8x |
3
The ratio that compares cash flow generation capacity to net debt is calculated as FFO over the last twelve months (LTM)/net debt, as follows:
CORPORATE GOVERNANCE REPORT
| Q4 2019 | Q4 2019 | ||
|---|---|---|---|
| Pro forma | Global | ||
| FFO (*) | 754.6 | 759.1 |
CONSOLIDATED ANNUAL ACCOUNTS
| Net debt | 3,755.0 | 3,755.0 |
|---|---|---|
| FFO/net debt | 20.1% | 20.2% |
(*) This figure is explained below under Alternative Performance Measures relating to cash flow and investments.
FFO is the main cash flow generation indicator analysed by Enagás Management since it jointly measures cash generation in the regulated and unregulated domestic business and in the international business in the form of dividends from affiliates or interest charged on subordinated debt extended to these companies, after deducting both the payment of taxes and interest relating to the Group's financial debt.
FFO = EBITDA excluding profit (loss) from affiliates +/- taxes received/paid – interest paid +/- interest received/paid + dividends received from affiliates + interest on subordinated debt charged to affiliates.
The reconciliation between this APM and the figures of the financial statements for the period ended 31 December 2019 is shown below:
| Q4 2019 | Q4 2019 |
|---|---|
| Pro forma | Global |
4
| Operating profit | 643.7 | 657.4 |
|---|---|---|
| Depreciation and amortisation (*) | 351.1 | 359.0 |
| EBITDA | 994.8 | 1,016.4 |
| Taxes received/(paid) | -101.7 | -101.7 |
| Interest received/(paid) (**) | -82.2 | -104.3 |
| Dividends (**) | 123.3 | 123.3 |
| Other adjustments | -162.1 | -157.2 |
| Results from Affiliates (*) | -17.6 | -17.6 |
| Funds from operations (FFO) | 754.6 | 759.1 |
(*) For management purposes, in addition to the provision for impairment of assets, the concept "Provisions for depreciation and amortisation" also includes the impact of the amortisation of the purchase price allocation (PPA), which is (36.2 million euros) in the Global column (-37.4 million euros pro-forma). (**) Interest on subordinated debt charged to affiliates is included under "Dividends" for management purposes.

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Chairman
Operating cash flow measures the company's capacity to generate operating cash flow after changes in working capital. The calculation is based on FFO and includes changes in working capital.
OCF reached 881.3 million euros in Q4 2019. The reconciliation between this APM and the figures indicated in the consolidated financial statements for the period ended 31 December 2019 are shown below (in millions of euros):
| Q4 2019 | Q4 2019 | |
|---|---|---|
| Pro forma | Global | |
| Funds from operations (FFO) | 754.6 | 759.1 |
| Funds from operations (FFO) | 754.6 | 759.1 |
|---|---|---|
| Changes in working capital (*) | 122.6 | 122.3 |
| OPERATING CASH FLOW (OCF) | 877.2 | 881.3 |
(*) For management purposes, the concept of "Changes in working capital" includes -€2.7 million as "Other Payments" (-€2.7 million pro forma) at 31 December 2019.
Free cash flow measures cash generation from operating and investment activities, and is considered by Enagás to be a key APM since it is the indicator used to assess the funds available to pay dividends to shareholders and to service debt.
The reported FCF for T4 2019 stood at €175.1 million. The reconciliation between this APM and the figures seen in the consolidated financial statements for the period ended 31 December 2019 is shown below (in millions of euros):
| Q4 2019 | Q4 2019 | |
|---|---|---|
| Pro forma | Global | |
| OPERATING CASH FLOW (OCF) | 877.2 | 881.3 |
|---|---|---|
| Payments for investments | -781.7 | -783.2 |
| Disposal proceeds | 77.0 | 77.0 |
| Other cash flows from investing activities | - | - |
| Free cash flow (FCF) | 172.5 | 175.1 |
Discretional cash flow is an APM used by Management to manage existing funding needs. It is defined as Free Cash Flow (FCF) less dividends paid to shareholders and certain exchange rate differences related to net debt.
The reported DCF for T4 2019 reached -€190.0 million. The reconciliation between this APM and the figures seen in the consolidated financial statements for the period ended 31 December 2019 is shown below (in millions of euros):
5
| Q4 2019 Pro forma |
Q4 2019 Global |
|
|---|---|---|
| Free cash flow (FCF) | 172.5 | 175.1 |
| Dividends paid | -371.9 | -371.9 |
CONSOLIDATED ANNUAL ACCOUNTS
| Effect of changes in exchange rates | 4.8 | 6.8 |
|---|---|---|
| Discretional cash flow (DCF) | -194.6 | -190.0 |
CORPORATE GOVERNANCE REPORT
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