Naturgy Energy Group S.A.

Investor Presentation • Apr 28, 2021

1Q21 Results

28 April 2021

Scenario

Recent developments

Consolidated results

Results by business unit

Summary

Scenario

Energy demand evolution

Energy markets evolution

50.3 60.9 1Q20 1Q21 2.7 Brent (USD/bbl) Henry Hub (USD/MMBtu)

4.8

JKM (USD/MMBtu)

1Q20 1Q21

Spanish electricity market

(Pool) (€/MWh)

1Q20 1Q21

Improvement of energy scenario

11.6

FX evolution

Recent developments

IFM offer process

Up to 220,000,000 shares, equivalent to 22,689% of Naturgy's share capital

• Offer price of 23 €/share adjusted downwards to 22.37 €/share by the dividend of 0.63 €/share paid on 17 March 2021
• Retail benefits from priority allocation on up to 25% of the offer (i.e. 55,000,000 shares)
• Price will be adjusted for future dividend payments

Required regulatory approvals

• Spanish Council of Ministers
• CNMV
• Mexican Federal Economic Competition Commission (COFECE)

Spanish Council of Ministers has maximum 6 months timeline to rule on the offer since its filing

Other developments

• Completion of the agreement between Naturgy, the Government of Egypt and ENI
• Values UFG for a total consideration of US\$1.5bn
• Naturgy has received the majority of the US\$0.6bn expected proceeds and most of the assets outside Egypt (excluding commercial activities in Spain)

Solution to UFG CGE Electricidad

• Progress on the sale of Naturgy's entire equity shareholding (96.04%) to China State Grid
• Total Enterprise value of €4,312m of which €2,570m correspond to purchase price (Equity value)
• The Chilean National Economic Prosecutor's Office has unconditionally approved the concentration operation consisting of the transaction
• Completion expected in 2Q21

Hamel Renewables acquisition in the US

• Acquisition of 100% of Hamel Renewables, LLC in the US
• It comprises:
  • 8GW solar projects
  • 4.6GW of energy storage projects
• 5 year development agreement with Candela Renewables

UFG agreement completed and CGE Electricidad disposal completion expected in 2Q21

Consolidated results

Key figures (€m, % vs. 1Q20)

Key highlights

Solid results in Networks Spain supported by operational improvements

FX depreciation continued weighing in LatAm activities

Structural challenges persist in energy management amid signs of improvement in scenario

Growth in renewable installed capacity in stable geographies with strong currencies

Roll out of transformation initiatives in supply to regain competitiveness

Ordinary EBITDA Ordinary Net income Capex CF from operations

Resilient results despite ongoing FX weaknesses

Ordinary EBITDA evolution by key drivers (€m)

Stable results despite ongoing pandemic

EBITDA evolution by business unit (€m)

Recovery slightly held back by LatAm and FX

Net Income evolution (€m)

Stable activity coupled with continued financial optimization

Cash flow and net debt evolution (€m)

Cash flow Net debt

	1Q21	vs. 1Q20
Ordinary EBITDA	1,029	-2%
Non-ordinary items	(47)
EBITDA	982	-10%
Taxes	58
Net interest cost	(122)
Other non-cash items	(37)
Funds from operations	881	+34%
Change in working capital	(111)
Cash flow from operations	770	-40%
Capex1	(187)
Dividends to minorities	(23)
Divestments & Other	(25)
Free cash flow	535	-34%

(%): avg. cost of debt²

Stable net debt after dividend payment

Notes:

• 1. Net of cessions and contributions 2. Does not include cost from IFRS 16 debt
• 1. Includes the acquisition of Renewables US (€49m) and UFG (-€432m)
• 1. Mainly related to UFG agreement completion

Results by business unit

Networks Spain

• Gas networks: operational improvements partially offset by new regulatory framework
• Electricity networks: growth driven by investment and efficiencies

m capex, of which ~90% remunerated

Operational improvements partly offset by new regulatory frameworks

Networks LatAm

EBITDA evolution by business line (€m) Highlights

EBITDA 1Q20 Nonordinary items Ordinary EBITDA 1Q20 Chile gas Brazil gas Mexico gas Panama elec. Argentina Ordinary EBITDA 1Q21 Nonordinary items EBITDA 1Q21

Ordinary EBITDA evolution by key drivers (€m)

• Chile gas: higher demand in gas distribution partly offset by lower margins in supply
• Brazil gas: tariff updates staggered throughout the year, not compensating FX weakness
• Mexico gas: delayed tariff updates and lower margins vs. 1Q20
• Panama electricity: lower demand due to extended confinement measures and lower temperatures
• Argentina: FX not compensated with tariff updates

m capex, of which ~95% remunerated

Tariff updates not enough to compensate for FX and demand weakness

Energy management

Ordinary EBITDA evolution by key drivers (€m)

Highlights

• Markets and procurement: improved gas procurement and scenario
• International LNG: price recovery not translated into margins due to significant weight of contracted sales
• Pipelines (EMPL): tariff updates offset by capacity step down and US\$ depreciation
• Spain thermal generation: higher margins in CCGTs mainly driven by higher gas prices
• International thermal generation: lower margins on PPA production due to lower availability in Mexican CCGTs, as well as lower excess sales

m capex, of which ~15% remunerated

Structural challenges persist amid signs of improvement in scenario

Renewables

• Spain: higher wind and hydro resource offset by higher taxes
• Australia: lower margins on quarterly mark to market of existing PPAs vs. 1Q20
• LatAm: new wind and solar projects coming into operation in Chile, offset by lower wind resource in Mexico
• USA: progressing on greenfield PV/batteries project developments

m capex, of which ~95% remunerated

Renewable capacity additions to gradually increase its contribution

Supply

• Gas supply: mild recovery of gas margins offset by lower sales to wholesale Europe
• Power supply: lower sales to SMEs and increased margin pressure on industrial segment. Signing of PPAs with Spanish corporates for an aggregate of 600Gwh/year

Roll out of transformation initiatives to regain competitiveness

Summary

	Computer HAMME
	nesver Auto proposition beh answerply Managers
	Nover Julia clemin in tries.
	SHIP & ANA solate additio
	Unitely for state Mar Musehalt makesential. ap collection
	Michinest UNAMEDIA
	close of Personal Ania Talienia distinctuding mont us
	diction and Interprising to the minutes in the company to the commended to the commender of the commender of the commended to the commended to the commended to the commender of the comme
	Concession AND ENGINEER
an rijasis US\$10000	don't provide bearing of Million of BESTANGELEA Committee con-
on institution mayorkers of	Million Valley Benjobs
Frinting & Frint bearing Mirry Continued NAME OF CHEVELER	Andrews Allentificantin produkte area Pulling in come.
PENDEN AN Actionalded	Any Versionaligat Antilements of the consideration
Apossibility (consisted con	Marketer State ou colonia
1000 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 - 100 -	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
4. Послениямистердинавами; мар	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
LASSING SEURARY CO Childrensiver, cours in	насть управления рассияр
- Sales Companies and Chicago Controller Company Controller Comparis Comparis Comparis Comments of Concession Compressional Concessional Compressional Compressional Construct	Children max in the same
Hollandschengerman and Anyannak rively	resterrantments. Firms
POREMA : shoppinsioni in	Collect Children Production (Au
Annualization in ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
profits with the contribution and	Carliness on
wellstunder and a lotses
an Addressismationships and the contractions of -- ENAMISSION	Schilders and Children in
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	Controlling Specialized Copied in
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ . FREENSELLERS A
Comp. I considerably for
	mondelighting in 1979. 15-1999/1999/1999 1199 rively. Promisions - re - relations (4998-1999) 1993-1993 ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ entralians and the many of the many of the many of the may be the may be the may be the may be the seat of the seat of the count

Networks Spain remained solid while LatAm and FX weakness persisted

Structural challenges persist in energy management amid signs of improvement in scenario

Growth in renewable installed capacity in stable geographies with strong currencies

Roll out of transformation initiatives in supply to regain competitiveness

UFG agreement completed and CGE Electricidad disposal completion expected in 2Q21

Resilient quarter and ongoing portfolio optimization

Appendix

Alternative Performance Metrics (i/ii)

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	Definition and terms	Reconciliation of values
metrics		31 March 2021	31 March 2020	Relevance of use
EBITDA	Operating profit	Euros 982 million	Euros 894 million	Measure of earnings before interest, taxes, depreciation and amortization and provisions
Ordinary EBITDA	EBITDA - Non-ordinary items	Euros 1,029 million = 982 + 47	Euros 1,050 million = 894 + 156	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 323 million = 383 - 60	Euros 312 million = 199 + 113	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 196 million = 39 + 157	Euros 201 million = 26 + 175	Realized investments in property, plant & equipment and intangible assets
Net Investments (net CAPEX)	CAPEX - Other proceeds/(payments) of investments activities	Euros 187 million = 196 - 9	Euros 190 million = 201 – 11	Total investments net of the cash received from divestments and other investing receipts
Gross financial debt	Non-current financial liabilities + "Current financial liabilities"	Euros 17,639 million = 15,234 + 2,405	Euros 17,539 million1 = 14,968 + 2,571	Current and non-current financial debt

Alternative Performance Metrics (ii/ii)

Alternative performance	Definition and terms	Reconciliation of values
metrics		31 March 2021	31 March 2020	Relevance of use
Net financial debt	Gross financial debt - "Cash and cash equivalents" - "Derivative financial assets"	Euros 13,597 million = 17,639 – 4,036 - 6	Euros 13,612 million1 = 17,539 – 3,927 – 0	Current and non-current financial debt less cash and cash equivalents and derivative financial assets
Leverage (%)	Net financial debt / (Net financial debt + "Net equity")	54.7% = 13,597 / (13,597 + 11,243)	54.7%1 = 13,612 / (13,612 + 11,265)	The ratio of external funds over total funds
Cost of net financial debt	Cost of financial debt - "Interest revenue"	Euros 120 million = 122 - 2	Euros 123 million = 128 - 5	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	8.2x = 982 / 120	6.9x1 = 3,449 / 498	Ratio between EBITDA and net financial debt
Net financial debt/LTM EBITDA	Net financial debt / Last twelve months EBITDA	3.8x = 13,597 / 3,537	3.9x1 = 13,612 / 3,449	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 535 million = 313 + 605 + 0 - 383	Euros 809 million = 54 + 571 + 184 + 0	Cash flow generated by the Company available to pay to the shareholders (dividends or treasury shares), the payment of inorganic investments and debt payments
Net 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 313 million = 770 + 153 - 810 + 200	Euros 54 million = 1,275 – 413 – 690 – 118	Cash flow generated by the Company available to pay the debt

ESG Metrics

ESG metrics		1Q21	1Q20	Change	Comments
Health and safety
Accidents with lost time1	units	4	1	-	Increase in accident ratio as a consequence of the exceptionally low 1Q20, but
LT Frequency rate2	units	0.19	0.04	-	improving significantly from previous normalized quarters
Environment
GHG Emissions	M tCO2 e	2.9	3.8	-22.9%
Emission factor	t CO2/GWh	229	294	-22.1%	Higher renewable and lower thermal production in the period
Emissions-free installed capacity	%	34.4%	30.2%	14.2%	New renewable capacity coming into operation in Chile, as well as the shutdown of the coal capacity in June 2020
Emissions-free net production	%	45.7%	37.8%	21.0%	Higher production in all renewable technologies
Interest in people
Number of employees	persons	8,372	9,537	-12.2%	Perimeter changes and workforce optimization
Training hours per employee	hours	3.8	4.4	-15.0%	COVID-19 crisis has obliged to restructure the training programs, with a growing relevance of on-line training, with temporary impacts in workforce training
Women representation	%	31.3%	32.0%	-2.2%	Slight reduction as a consequence of higher women representation in companies exiting the consolidation perimeter
Society and integrity
Economic value distributed	€m	4,906	4,971	-1.3%	Economic value distributed in line with last year's figure, and equivalent to 4.8x ordinary EBITDA
Notifications received by the ethics committee3	units	29	25	16.0%	Complaints within normal parameters

Notes:

1. In accordance to OSHA criteria

2. Calculated for every 200,000 working hours

3. Change of criteria in 2020 in order to make the metric more comparable with sector standards

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.

©Copyright Naturgy Energy Group, S.A.

CAPITAL MARKETS Tel. 34 912 107 815

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