Naturgy Energy Group S.A.

Investor Presentation • Jul 22, 2020

1H20 Results 22 July 2020

COVID-19 challenges and response

Significant expected economic Widespread and unprecedented drop of commodity prices impact and uncertainty across company's geographies

1. COVID-19 challenges and response

COVIDWidespread and unprecedented drop of commodity prices -19 has had an important effect on FX

Energy demand impacted by slowdown in economic activity but recovery underway

Source: Company data

1.4 Evolution of energy markets (avg. 1H20 vs. 1H19)

1H19 1H20

Henry Hub (USD/MMBtu)

CO² (€/t)

Challenging energy scenario

1. COVID-19 challenges and response

1.5 Key company social responses

Employees Focus on health, safety and wellbeing Remote work except critical services Roadmap for a safe return to work

Society Free supply to 36 hospitalized hotels and residences Free repairs for up to 1.3m beneficiaries (frontline workers)

• Customers and suppliers Deferral of invoice payments for up to 4m customers
• Free online medical care for up to 7m customers
• Cash payment of invoices for up to 11,000 suppliers

Supporting all our stakeholders in critical moments

1. COVID-19 challenges and response

1H20 consolidated results

2.1 Key highlights

Results impacted by overall environment: energy demand,
commodity prices and FX

New regulatory framework in electricity distribution Spain and volume step down in the EMPL

Cash flow and liquidity management as a priority

Adapting the company and managing the risks

Results driven by overall scenario, new regulation and EMPL

1. 1H20 consolidated results

Results mainly impacted by energy demand, regulatory changes and FX

1. 1H20 consolidated results

Net Income also impacted by additional provisions

2.5	Cash flow and net debt evolution (€m)

2,037	-11%
(167)
1,870	-14%
(61)
(279)
(231)
1,299	-21%
720
2,019	-18%
(527)
(151)
(240)
1,101	-24%

Proactive cash flow management and lower net debt

Accidents with lost time (units)

1 88%

GHG Emissions (M tCO2 e)

6.7 14%

Emission factor (t CO2/GWh)

292 5%

34% 30%

Emissions-free installed production (%)

Closure of coal plants in Spain

• Supporting decarbonization efforts

• Developing new renewables instead

• Board of Directors level

• Primarily composed of independent Directors (3 out of 5)
• Launch of new Global Environmental Policy Plan and objectives

Progress on gender parity in the Board

25% women present in the Board of Directors

Significant progress on ESG metrics impacted by COVID-19

1H20 results by business unit

			EBITDA evolution by business line (€m)							Highlights
665	43	708	(53) -	(67) -€1m	23 -	(12) -	599	(52)	547
EBITDA 1H19	Non-ordinary items	Ordinary EBITDA 1H19	Gas, Power & services sales	FX: -€1m Int. LNG	Europe Power Gen.	International Power Gen.	Ordinary EBITDA 1H20	Non-ordinary items	EBITDA 1H20

• Gas, Power & services sales: lower sales and margin pressure in gas prevail over higher power margins
• International LNG: temporary increase of shorter term sales due to ongoing contract renegotiations
• Europe Power Generation: higher renewables production and coal plants shutdown partly offset by lower pool prices
• International Power Generation: lower merchant activity in Dominican Republic and Mexico on top of lower demand and prices linked to COVID-19

Challenging environment deepened by COVID-19

EBITDA evolution by business line (€m) Highlights

Ordinary EBITDA evolution by key drivers (€m)

• Spain gas networks: lower regulated revenues due to mild weather
• Spain electricity networks: lower financial remuneration due to new regulatory period
• EMPL: step-down of EMPL capacity as expected

Lower gas demand, new regulatory period in electricity and step-down of EMPL capacity

EBITDA evolution by business line (€m) Highlights

Ordinary EBITDA evolution by key drivers (€m)

• Chile electricity: lower demand and perimeter changes
• Chile gas: lower supply sales compensated by tariff indexation
• Brazil gas: lower demand compensated by lower energy losses and tariff indexation in RJ
• Argentina: tariff updates offset by lower demand

COVID-19 weighs on energy demand and FX movements

EBITDA evolution by business line (€m)

Ordinary EBITDA evolution by key drivers (€m)

Highlights

• Mexico gas: lower demand and FX compensated by tariff updates
• Panama electricity: lower demand partially compensated by FX and operational improvements

Tariff updates mitigate lower demand and FX

Summary 1H20 and Outlook

Results impacted by overall environment: energy demand, commodity prices and FX

New regulatory framework in electricity distribution Spain and volume step down in the EMPL

Cash flow and liquidity management as a priority

Swift company response at the operating and stakeholder levels

Adapting the company and managing the risks for the next stage of the transformation

Evolution of key drivers likely impacted by COVID-19 developments

Accelerating the transformation

5.1 Achievements in the first stage of the Strategic Plan

Simplicity & accountability

• More transparency
• Organisation with greater accountability
• Elimination of duplicities

Optimization

• Capturing efficiencies: target achieved 2 years in advance
• Optimization of non-core processes
• Capex & opex Committee

Capital discipline

• Portfolio rebalancing: value over size
• Investment aligned with the energy transition
• Progress on debt push-down & liability management

Shareholder remuneration

• Delivery on dividend commitments
• First 2020 interim dividend payment of €0.31/share on 29-Jul
• Cancellation of 14.5m shares by 30-Jul (SBB second tranche)
• Temporary suspension of the SBB

Good progress during the first 2 years

5.2 Next stage of transformation

Reduce the risk profile

• Asset rotation, in line with the energy transition, focus on strong currencies and cash flow visibility
• Establish win-win relationships with regulatory authorities
• Renegotiate gas supply agreements

Redefine operations

• Focus on customers
• Optimize and digitalize core processes

Strengthen the company's position

• Reinforce financial structure
• Consolidate corporate reputation
• Progress on ESG commitments

Reinforce and adapt the team

• Adapt the organization to the new challenges
• Attract and promote talent

Capital Markets Day in 4Q20

Appendix

Naturgy's financial disclosures contain magnitudes and metrics drafted in accordance with International Financial Reporting Standards (IFRS) and others that are based on the Group's disclosure model, referred to as Alternative Performance Metrics (APM), which are viewed as adjusted figures with respect to those presented in accordance with IFRS.

The chosenAPMs are useful for persons consulting the financial information as they allow an analysisof the financial performance, cash flows and financial situation of Naturgy, and a comparison with other companies.

Below is a glossary of terms with the definition of the APMs. Generally, the APM terms are directly traceable to the relevant items of the consolidated balance sheet, consolidated income statement, consolidated statement of cash flows or Notes to the Financial Statements of Naturgy. To enhance the traceability, a reconciliation is presented of the calculated values.

Alternative performance		Reconciliation of values
metrics	Definition and terms	30 June 2020	30 June 2019	Relevance of use
Ebitda	Operating profit	Euros 1,870 million	Euros 2,176 million	Measure of earnings before interest, taxes, depreciation and amortization and provisions
Ordinary Ebitda	Ebitda - Non-ordinary items	2,037 = Euros 1,870 million + 167	2,291 = Euros 2,176 million + 115	Ebitda corrected of impacts like restructuring costs and other non ordinary items considered relevant for a better understanding of the underlying results of the Group.
Ordinary Net income	Attributable net income of the period - Non ordinary items	Euros 490 million = 334 + 156	Euros 703 million = 592+ 111	Attributable Net Income corrected of impacts like assets write-down, discontinued operations, restructuring costs and other non-ordinary items considered relevant for a better understanding of the underlying results of the Group.
Investments (CAPEX)	Investments in intangible assets + Investments in property, plant & equipment	Euros 552 million = 61 + 491	Euros 699 million = 69 + 630	Realized investments in property, plant & equipment and intangible assets.
Net Investments	CAPEX - Other proceeds/(payments) of investments activities	Euros 527 million = 552 - 25	Euros 672 million = 699 – 27	Total investments net of the cash received from divestments and other investing receipts.
Gross financial debt	Non-current financial liabilities + "Current financial liabilities"	Euros 19,431 million = 17,102 + 2,329	Euros 17,987 million (1) = 15,701 + 2,286	Current and non-current financial debt

Notes: 1.As of31/12/2019

1	Alternative Performance Metrics (ii/ii)

Alternative performance		Reconciliation of values
metrics	Definition and terms	30 June 2020	30 June 2019	Relevance of use
Net financial debt	Gross financial debt - "Cash and cash equivalents" - "Derivative financial assets"	Euros 14,920 million = 19,431 – 4,457 - 54	Euros 15,268 million (1) = 17,987 – 2,685 – 34	Current and non-current financial debt less cash and cash equivalents and derivative financial assets
Leverage (%)	Net financial debt / (Net financial debt + "Net equity")	53.1% = 14,920 / (14,920 + 13,197)	52.2% (1) = 15,268 / (15,268 + 13,976)	The ratio of external funds over total funds
Cost of net financial debt	Cost of financial debt - "Interest revenue"	Euros 285 million = 297 - 12	Euros 306 million = 316 - 10	Amount of expense relative to the cost of financial debt less interest revenue
Ebitda/Cost of net financial debt	Ebitda / Cost of net financial debt	6.6x = 1,870 / 285	7.4x (1) = 4,605 / 624	Ratio between Ebitda and net financial debt
Net financial debt/LTM Ebitda	Net financial debt / Last twelve months Ebitda	3.5x = 14,920 / 4,298	3.3x (1) = 15,268/ 4,562	Ratio between net financial debt and Ebitda
Free Cash Flow after minorities	Free Cash Flow + Dividends and other + Acquisitions of treasury shares + Inorganic investments payments	Euros 1,101 million = 337 + 580 + 184 + 0	Euros 1,448 million = 592 + 560 + 288 + 8	Cash flow generated by the Company available to pay to the shareholders (dividends or treasury shares), the payment of inorganic investments and debt payments.
Free Cash Flow	Cash flow generated from operating activities + Cash flows from investing activities + Cash flow generated from financing activities - Receipts and payments on financial liability instruments	Euros 337 million = 2,019 - 699 – 738 – 1,721	Euros 592 million = 2,456 - 859 – 172 – 1,177	Cash flow generated by the Company available to pay the debt.

2 ESG Metrics

ESG metrics		1H20	1H19	Change	Comments
Health and safety
Accidents with lost time (1)	units	1	8	-87.5%	Significant improvement linked to he implementation of the Plan Naturgy 2019, as well as the impact from remote work during 2Q20 Reflects the reduction in accidents, although slightly adjusted by a lower number
LT Frequency rate (2)	units	0.02	0.14	-85.7%	of working hours
Environment
GHG Emissions	M tCO2 e	6.7	7.8	-14.1%
Emission factor	t CO2/GWh	292	309	-5.3%	Higher renewable and lower CCGT production in the period
Emissions-free installed capacity	%	33.8	27.3	23.8%	New renewable capacity coming into operation in Spain, as well as the shutdown of the coal capacity
Emissions-free net production	%	34.2	26.4	29.6%	Higher wind and hydro production
Interest in people
Number of employees	persons	10,763	11,706	-8.1%	Perimeter changes and efficiencies
Training hours per employee	hours	14.1	14.2	-0.5%	Stable ratio despite the increase in remote work, showing the growing relevance of on-line training
Women representation	%	32.7	31.7	3.2%	Commitment for diversity and gender equality policies
Society and integrity
Economic value distributed	M€	8,149	10,687	-23.7%	Affected by lower purchases and external services due to optimization efforts
Notifications received by the ethics committee	units	36	73	-50.7%	Improved oversight and accountability

Disclaimer

This document is the property of Naturgy Energy Group, S.A. (Naturgy) and has been prepared forinformation purposes only.

This communication contains forward-looking information and statements about Naturgy. Such information can include financial projections and estimates, statements regarding plans, objectives and expectations with respect to future operations, capital expenditures or strategy.

Naturgy cautions that forward-looking information are subject to various risks and uncertainties, difficult to predict and generally beyond the control of Naturgy. These risks and uncertainties include those identified in the documents containing more comprehensive information filed by Naturgy and their subsidiaries before the different supervisory authorities of the securities markets in which their secuirities are listed and, in particular, the Spanish National Securities Market Commission.

Except as required by applicable law, Naturgy does not undertake any obligation to publicly update or revise any forward-looking information and statements, whether as a result of new information,future events or otherwise.

This document includes certain alternative performance measures ("APMs"), as defined in the Guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority in October 2015. For further information about this matter please refer to this presentation and to the corporate website (www.naturgy.com).

This document does not constitute an offer or invitation to purchase or subscribe shares, in accordance with the provisions of the restated text of the Securities Market Law approved by Royal Legislative Decree 4/2015, of 23 October and their implementing regulations. In addition, this document does not constitute an offer of purchase, sale or exchange, nor a request for an offer of purchase, sale or exchange of securities, in any otherjurisdiction.

The information and any opinions or statements made in this document have not been verified by independent third parties; therefore, no warranty is made as to the impartiality, accuracy, completeness or correctness of the information or the opinions or statements expressed herein.

This presentation is property of Naturgy Energy Group, S,A, Both its content and design are for the exclusive use of its personnel,

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e-mail: capitalmarkets@naturgy,com website: www,naturgy,com