Annual Report • Mar 21, 2025
Annual Report
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We live in an era of significant challenges and opportunities. We must be prompt and decisive in our actions, while remaining conscious of the impact we make.
We envision a future where progress and sustainability go hand in hand. For us, progress is not just about moving forward, but about doing so with purpose – ensuring that every step is thoughtful, balanced, and responsible.
Our mission is clear: to build a more sustainable future without compromising the present. Therefore, we will continue to thrive, always valuing natural resources, respecting communities, and protecting the well-being of all people.
Every decision we make is a step towards a world where energy is synonymous with balance, innovation, and respect for the environment, the community, and its people.
Therefore, let's create a future that always respects the needs of the present.
Let's accelerate the future while preserving the present.
Access all of REN's information on its applications.


| 1. Our activity | 15 | |
|---|---|---|
| 2. Strategy and risk management | 86 | |
| 3. Governance | 104 | |
| 4. | Sustainability statement | 111 |
| 5. Financial performance | ||
| and proposed allocation |

| 6. Consolidated financial statements and annexes |
301 | |
|---|---|---|
| 7. | Individual financial |
statements and annexes 395


| 1. Energy legislation | 553 | |
|---|---|---|
| 2. | ESRS table | 555 |
| 3. | GRI Standards table | 568 |
| 4. | IR table | 585 |
| 5. | SASB table | 586 |
| 6. | TCFD table | 588 |
| 7. | CMVM table | 593 |
| Glossary | 595 | |
| Contacts | 601 | |

I Integrated management report
Towards the energy transition, we continue to surpass all our targets. By 2030, we will achieve a 60% reduction in emissions, while continuing to invest in the communities where we operate. With determination, nothing is left behind.
Energy in balance.

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Integrated management report
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REN's Integrated Report consolidates financial and non-financial reporting, including sustainability information of an economic, social, and environmental (ESG) nature, as well as corporate governance for all REN Group companies. By consolidating the ESG information considered to be most relevant for the company and our stakeholders, together with our corporate governance practices, the report provides a transparent picture of REN's commitments and legal obligations in these areas.
This report, covering the period from 1 January to 31 December 2024, follows the Integrated Reporting (IR) guidelines for the preparation of integrated reports and consists of four main parts:
ESRS 2 BP-1 ESRS 2 BP-2
• The integrated management report, which includes the description of activity, strategy, commitments, risk management, governance, and sustainability statement, aligned with the requirements of the European Sustainability Reporting Standards (ESRS) developed under the Corporate Sustainability Reporting Directive (CSRD);
• Consolidated and individual accounts;
GRI 2-2 GRI 2-3 GRI 2-4 GRI 2-5
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The consolidated and individual financial statements for the financial year and the social and environmental content of this report were approved by the Board of Directors at their meeting of 21 March 2025. It is the Board of Directors' opinion that this information accurately and suitably reflects the financial position of the Group and its different subsidiary companies and provides a balanced overview of its policies, organization, practices, and operating results in areas of sustainability considered to be most relevant, in compliance with the reference Standards and Directives as implemented.
REN has prepared its reporting of sustainability/ ESG information in accordance with a series of internationally recognized standards and guidelines:
Standards (ESRS) developed under the Corporate Sustainability Reporting Directive (CSRD);
Principles of the United Nations Global Compact (UNGC - United Nations Global Compact);
GRI (Global Reporting Initiative) standards, an international standard for the development of sustainability reporting;
SASB Standards (Sustainability Accounting Standards Board);
TCFD Recommendations (Task Force on Climate-related Financial Disclosure),
on the disclosure of financial information related to climate risks and opportunities;
CMVM (Portuguese Securities Market Commission) reporting model for the disclosure of non-financial information, in accordance with Decree-Law No 89/2017, of 28 July; and
EU Environmental Taxonomy (Regulation No 2020/852).
The sustainability information was audited by EY, (Ernst & Young, Audit & Associados, SROC, S.A.), in accordance with Standard ISAE 3000 (International Standard on Assurance Engagements 3000) and with reference to the European Sustainability Reporting Standards (ESRS), under the Corporate Sustainability Reporting Directive (CSRD) and GRI standards (Version 2021), the SASB standards, CMVM, TCFD and European Taxonomy, providing a limited level of assurance with respect to reliability.
The consolidated financial statements were drawn up on the assumption that operations are to continue using the accounting books and records of the companies included in the consolidation See part II – Consolidated and
individual accounts, This accounting information is maintained in accordance with accountancy standards in effect in Portugal, adjusted during the consolidation process so that the consolidated financial statements are in accordance with International Standards on Financial Reporting as implemented throughout the European Union, in effect for financial years starting on 1 January 2024.
Both the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the International Accounting Standards (IAS), issued by the International Accounting Standards Committee (IASC) and respective interpretations – IFRIC and SIC, issued by the International Financial Reporting Interpretation Committee (IFRIC) and Standard Interpretation Committee (SIC), which have been implemented in the EU, should be understood as forming part of the Financial Reporting Standards.
The individual financial statements were drawn up in accordance with Portuguese law, including Decree-Law No 158/2009 of 13 July 2009, updated by Decree-Law No 98/2015 of 2 June 2015, Decree-Law No 192/2015 of 11 September 2015 and Decree-Law No 73/2023 of 23 August 2023, and by Ministerial Implementing Order No 220/2015 of 24 July 2015, and also in accordance with the structural concept, accountancy standards, financial reporting (NCRF) and other requirements applicable to the financial year ending 31 December 2024 See part II – Consolidated and individual accounts.
The accounts were also audited by Ernst & Young, Audit & Associados, SROC, S.A.
The information for reporting on corporate governance is drawn up in accordance with that set out in legislation and in the regulations to which REN is subject and as a company issuing shares traded on the regulated market.
The report was drawn up in accordance with the recommendations set out in regulations in force and in the Code of Corporate Governance of the Portuguese Institute of Corporate Governance (IPCG). In this regard, the report also includes an analysis of compliance with the IPCG code, providing details of the terms of implementation for each recommendation.
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CFO AND MEMBER OF THE EXECUTIVE COMMITTEE
CHAIRMAN OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE
COO AND MEMBER OF THE EXECUTIVE COMMITTEE

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It was another year of almost unsurpassable levels of service where we were able, once again, to achieve our goals.
REN is a company with a clear mission, but at the same time a very complex and demanding one. We don't just transport energy with our two public service concessions, one for the transmission of very high voltage electricity and the other for the transmission of high-pressure gas. We must do so safely and with responsibility for the development, maintenance and management of all its systems, from physical infrastructure to IT applications.
To successfully fulfil its mission, REN has now a team of more than 700 employees, 75% of whom have higher education in areas such as electrical engineering, chemistry, environment, economy, management, psychology, and several other specialties. It's a highly diverse team, well prepared and aware of the responsibility that public service concession contracts entail.
In this team, our work is uninterrupted. Our supervisory centres ensure that power – whether electricity or gas – is always flowing. We're constantly ready to deal with unforeseen events, but are well aware that in certain circumstances, such as natural disasters, control of the situation requires even more preparation, more attention and greater effort.
This is one of the reasons why we're an organization that can never stop and that always works under considerable pressure.
And now, in 2024. We're pleased to present the final figures set out in this report.
On 31 December, renewable energy production in Portugal reached 70% and we know that we're one of the main agents behind this achievement.
It was another year of almost unsurpassable levels of service where we were able, once again, to achieve our goals, always meeting the responsibilities we have in all the areas where we operate.
The progress we made in Sustainability was of special note and is reflected in the recognitions we received, mentioned in the chapter "Our Year", and by the increases in the respective ratings (with improvement in 4 out of 5 indexes). These results underline that our approach to sustainability, in line with the principles of the United Nations Global Compact, reinforces our strategy and key role in the energy transition, allowing REN to build a more sustainable future and generate a positive impact, for both present and future generations.
A significant milestone was the 300-million-euro green bond issue, demand for which outstripped supply sevenfold, reflecting market recognition of the importance that REN places on Sustainability. Another highlight was the work carried out with our suppliers, focusing on their training for topics in this area, through the launch of the Sustainability Academy.
Also in 2024, REN was named by the Financial Times as one of Europe's climate leaders, highlighting the impact of our initiatives. We continued to work with the local communities where we operate and collaborate closely with key partners, particularly through initiatives to support firefighters.
However, in 2024 we also faced difficulties, which we sought to overcome with our usual commitment. Our business involves risks and we must not forget the most
difficult moments, which were faced with great concern for our process areas, and the investment needed to improve our way of working and continued development.
Coming times will continue to be very demanding. As we all know, we're planning to significantly strengthen our very highvoltage electricity infrastructure and to adapt gas infrastructure to the transmission and storage of renewable gases, including green hydrogen. We also aim to continue developing our investment in Chile.
The reinforcements that are planned in Portugal are vital for the implementation of new renewable energy projects and will be a catalyst for the development of the national economy: datacentres, sustainable fuel production, including green gases, use of new minerals together with several other high-energy consumption industrial projects, including the development of electric mobility.
We have a lot of work ahead of us and a team that has been strengthening solidly. In 2024, many of our senior employees moved on to a well-deserved new stage in their lives. I would like to express a word of thanks and appreciation for the dedication they have shown over decades of service. We have always put people first and that remains unchanged. We want to continue to be a benchmark company on all fronts.
With this in mind, our Board of Directors has played a very important role in defining our strategy and monitoring implementation. We continue to receive excellent support from our shareholders, which encourages us to continue giving our best.
We'll remain very focused on our priorities, on meeting all the requirements of the public service concessions we operate, and on collaborating with all the companies and organizations we interact with and who work with us on a permanent basis.
Our mission is to contribute with our best effort and wisdom to achieve safe, fair, and efficient energy transition.
I think we can say we had another good year! We're a great team, with another year of mission accomplished.
Thank you, Rodrigo Costa
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Financial performance Financial resources to support, develop and maintain the system and infrastructure Supply chain management Follow-up and monitoring of the supply chain in order to support its sustainable development Innovation and Development Processes, procedures, information systems and infrastructure for business development, more specifically, in energy transition and the decarbonization of the sector Inputs Outputs SDG INVESTMENT (CAPEX) SALARIES AND BENEFITS 368 M€ 69 M€ TOTAL VOLUME OF PURCHASES NO OF QUALIFIED SUPPLIERS 522 M€ 160 1.9 M€ AVERAGE INVESTMENT IN INNOVATION AND DEVELOPMENT 8 M€ 153 M€ 96% PURCHASES FROM LOCAL SUPPLIERS PAID TAXES (INCLUDES CESE) NET INCOME NO OF RDI PROJECTS IN PORTFOLIO NO OF SCIENTIFIC ARTICLES 35 8 08 DECENT WORK AND ECONOMIC CROWTH 08 DECENT WORK AND ECONOMIC CROWTH 09 INDUSTRY, INNOVATION AND INFRASTRUCTURE 13 CLIMATE ACTION 16 PEACE, JUSTICE AND STRONG INSTITUTIONS 07 AFFORDABLE AND CLEAN ENERGY 09 INDUSTRY, INNOVATION AND INFRASTRUCTURE 15 LIFE ON LAND 13 CLIMATE ACTION 17 PARTNERSHIPS FORTHE GOALS 11 SUSTAINABLE CITIES AND COMMUNITIES
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Recognising communities as an active agent, seeking their involvement in the different phases of projects
Skills and experience of employees, necessary to achieve REN's strategic objectives
Respect for the characteristics and richness of the land on which we operate and adaptation of the business model to support the energy transition
| 550 K€ | 19 |
|---|---|
| INVESTMENT IN THE COMMUNITY | ENTITIES SUPPORTED THROUGH REN'S PARTICIPATORY BUDGETING |
| 1,881 | 6 |
| VOLUNTEER HOURS | MASTER'S THESES AWARDED |
| 775 | 86% |
| NO OF EMPLOYEES | LEVEL OF ENGAGEMENT |
| 25% WOMEN |
100% TRAINED EMPLOYEES |
| 64% | 62% |
| GREEN ENERGY IN OPERATIONS | ELECTRIFIED FLEET |
| 461 ha | 81% |
| (RE)FORESTED AREA | INSTALLED POWER IN THE ELECTRICITY SYSTEM FROM RENEWABLE SOURCES |
04 QUALITY EDUCATION 09 INDUSTRY, INNOVATION AND INFRASTRUCTURE 15 LIFE ON LAND 17 PARTNERSHIPS FORTHE GOALS 11 SUSTAINABLE CITIES AND COMMUNITIES


| 13 | 15 | 17 |
|---|---|---|
| CLIMATE ACTION | LIFE ON LAND | PARTNERSHIPS |
| FORTHE GOALS |
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Reinforce sustainability commitments and promote a culture of excellence.
Facilitate the energy transition by reinforcing investments in electricity and green gases.
Ensure sustainable and profitable growth, guaranteeing an attractive return for shareholders.
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REN issues green bonds with demand seven times higher than supply
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May
the Portuguese Psychologists Association
focuses on the energy transition, increased investment and strengthened sustainability commitments, maintaining financial solidity and operational excellence
Apr
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Enagas, GRTgaz and Teréga, in cooperation with OGE, sign a joint agreement to develop the BarMar hydrogen infrastructure REN's Health and Well-being Strategy recognized at the Wellbeing Awards REN's infrastructures certified to transport, distribute and store hydrogennatural gas blends SPEED-E wins Best Green Technology Pioneer award at the ESG GRIT Awards Oct Nov REN signs the European Commission Pact for Engagement to promote the crucial role of networks in the energy transition Renewable energy production reaches historic highs in Portugal REN and Siemens Energy sign agreement for the international licensing of the SPEED-E electric mobility solution REN, as an EEGO, initiated the Guarantee of Origin System for Renewable Gases Jul REN recognized by the Financial Times as one of the leading climate companies in Europe Solar power reaches historic high in monthly electricity consumption at 15% Publication of REN Sustainability Policy Ago Second event "Encontros com Futuro" (Meetings with Future) in partnership with Jornal Público Launch of the Sustainability Academy to empower REN suppliers REN supports fire fighter corporations, in collaboration with the Portuguese Fire Fighting League, by providing essential goods Set
Dec
REN distinguished for the reduction in methane emissions, receiving the "Gold Standard Reporting" award REN and European companies join the Alliance for the H2med Southwestern Hydrogen Corridor
Record renewable energy production supplies 70% of electricity consumption in 2024
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| 1.1 | Context | 16 |
|---|---|---|
| 1.2 | Electricity | 35 |
| 1.3 | Gas | 49 |
| 1.4 | Other activities | 76 |
| 1.5 | International | 81 |
1.7% Estimated GDP growth in Portugal in 2024

HICP in Portugal in 2024
6.4%
2.7%

Estimated unemployment rate in Portugal in 2024
Global growth remained relatively stable in 2024, despite varying economic dynamics across regions, against a background of Russia's prolonged war of aggression against Ukraine and the intensification of conflict in the Middle East. The stability of global growth led to a slight recovery in advanced economies, while emerging markets and developing economies saw a slowdown in Gross Domestic Product (GDP). Economic growth in the United States was driven by the resilience of non-residential investment and consumption, benefiting from the increase in real wages.

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1 Source of information presented in the Chapter: European Commission - European Economic Forecast, Autumn 2024, except when a different source is indicated.

In Japan, the economy slowed down reflecting temporary disruptions in supply and the disappearance of one-off factors that drove the economy in 2023, such as the increase in tourism. In China, the contraction of the real estate sector and weak consumption by households continued to halt growth in the region.
EURIBOR RATES
SIX-MONTH EURIBOR RATES
The process of global deflation, which started at the end of 2022, continued its downward course driven mainly by non-energy goods and food products, although inflation with respect to services remained high in many regions.
Financing conditions remained restrictive during 2024. To ensure that inflation returned to its medium-term target of 2%, the European Central Bank lowered its target interest rates four times during 2024. In December 2024, interest rates on the deposit facility, principal refinancing operations and the marginal lending facility were reduced to 3.00%, 3.15% and 3.40%, respectively.
In September 2024, the United States Federal Reserve initiated its easing cycle with a 0.5% rate reduction. At the end of the year, after two additional cuts, the US interest rate stood at 4.75%.
Euribor rates returned to positive values in late February 2022, after the Russian invasion of Ukraine and the rise in inflation, and continued to increase until the third quarter of 2023. Since then, they have continued to fall generally. The three and six-month Euribor rates that started 2024 at 3.905% and 3.861%, respectively, stood at 2.714% and 2.568%, respectively, on 31 December.
The long-term interest rates fall in the euro area was more moderate, reflecting an adjustment to monetary policy expectations. The 10-year German bonds yield, i.e., the euro area reference value, has fallen by approximately 40 bps since 30 April, reaching around 2.40% at the end of October 2024. Similarly, Portuguese Republic treasury bonds have seen a downward fall since the third quarter of 2023, reaching 2.54% at the end of November.
After a period of prolonged and widespread stagnation, growth in the euro area economy resumed in the first quarter of 2024, continuing to expand steadily, albeit moderately, over the second and third quarters, against a background of lower inflationary pressures.
Disposable household income continued to grow at a healthy pace in the first half of the year, supported by growth in employment and an ongoing recovery
in real wages. Nevertheless, private consumption was limited, with the savings rates of households above the pre-pandemic long-term average. Investment was also low, with deep and widespread contraction in most Member States in the first half of 2024.
Overall, real GDP growth is expected to reach 0.8% in the eurozone, with a slowdown in economies such as Germany and Italy. Growth in this period was mainly driven by net exports, where the expansion of exports, especially services, and the weak increase in imports were of note.
Inflation in the euro area is expected to decline from 5.4% in 2023 to 2.4% in 2024.
The labour market remained strong, with a historically low level of unemployment. In October, the unemployment rate in the European Union (EU) reached a new historical minimum of 5.9%, supported by
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both strong demand for labour and supply. In 2024, the unemployment rate in the EU is expected to be 6.1% (6.5% in the Euro area).
Economic growth in Portugal slowed in 2024, and is expected to stand at 1.7% (2.5% in 2023), against a background of moderate external demand with respect to investment and exports, and the impact of more restrictive financing conditions. However, private consumption accelerated in the second quarter of the year, supported by wage growth.
Across the main business sectors, services and particularly tourism,
continued to support the economy, despite some moderation. On the other hand, manufacturing faced significant difficulties mainly due to weak external demand for goods.
The dynamism of disposable income reflected the favourable evolution in the labour market. Unemployment is expected to fall to 6.4% in 2024, compared to the year-average of 6.5% in 2023.
Average annual inflation, measured by the Harmonized Index of Consumer Prices (HICP), fell from 5.3% in 2023 to 2.7% in 2024, according to data from the National Institute of Statistics.
However, the service index remained above the general rate, mainly due to the increase in accommodation and catering prices.
The Chilean economy is expected to grow by 2.3% in 2024, driven primarily by an increase in net exports, but also by the recovery of public and private consumption.
Inflation, measured by the Consumer Price Index, is expected to fall to 3.9% in 2024, compared to 7.3% in 2023, reflecting energy and food prices.
During 2024, the Central Bank of Chile employed flexible monetary policy to ensure that inflation returned to its medium-term target of 3%, having lowered its reference interest rate seven times during the year, until it reached 5.0% in December.
Unemployment in Portugal
2 Source of information on Chile: Cuentas Nationales de Chile, Central Bank of Chile, and Monetary Policy Report, December 2024, Central Bank of Chile.
In 2024, there was the second highest annual consumption ever in the national electricity system

51.4 TWh
Electricity consumption in 2024
+1.3%
Over the previous year
9,739 MW
Maximum power requested in 2024
150 MW
Below the historical maximum recorded in 2021
In 2024, electricity consumption supplied by the public network totalled 51.4 TWh, representing an increase of 1.3% over the previous year, or 2% when adjusted for temperature effects and the number of working days. This is the second highest annual consumption ever in the national electricity system, only 1.6% less than the historical maximum of 2010.
Since the end of the pandemic, there has been a sustained recovery of consumption supplied by the public network, despite the increase in self-consumption
photovoltaic production units, which are replacing part of public network consumption. It is estimated that in 2024, self-consumption from photovoltaic production already represented around 3.5% of national consumption.
The maximum power requested in 2024 from the national electricity system took place on 8 January at 19:45, with 9,739 MW, around 150 MW below the historical maximum recorded in 2021, as a result of exceptionally low temperatures that year.
| CONSUMPTION | VARIATION | CORRECTED | |
|---|---|---|---|
| 2024 | 51.4 | 1.3% | 2.0% |
| 2023 | 50.7 | 0.7% | 0.5% |
| 2022 | 50.3 | 1.7% | 2.3% |
| 2021 | 49.5 | 1.3% | 1.6% |
| 2020 | 48.8 | -3.0% | -3.6% |
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12,082 MW
Maximum national power production in 2024
100 MW
Below the historical maximum
Renewable energy
22.8 GW
National system´s installed power in 2024
Maximum national power production in 2024 was on 12 January at 18:30, which saw Portuguese plants producing 12,082 MW, only less than 100 MW below the historical maximum recorded in 2023. This maximum of 2024 was reached at a time when the national system registered consumption of 9,133 MW, with the remaining 2,948 MW being destined for export.
Installed power in the national electricity production system continued to grow in 2024, driven mainly by the addition of 1,250 MW from new photovoltaic plants, raising installed capacity from approximately 2,600 MW to around 3,850 MW. With regard to other technologies, it is worth to mention the addition of 160 MW of hydro power, corresponding to the Alto Tâmega project, which completes Iberdrola's Tâmega power production
complex, totalling 1,158 MW. Both wind and biomass saw only slight increases this year.
81%
sources
The national system now has a total installed power of 22.8 GW, the highest value ever, where 18.4 GW come from renewable energy sources (RES). Among renewables, in addition to the 3.9 GW from photovoltaic plants, also of note are hydro plants with installed power of 8.4 GW, wind with 5.4 GW and biomass plants with 0.7 GW. Non-renewable power plants, almost all gas-powered, account for 4.4 GW, of which 3.8 GW come from combined-cycle power plants and 0.6 GW from cogeneration facilities. Most production facilities are connected to the transmission grid, accounting for 15.9 GW, while the remaining 6.9 GW are connected to the distribution grid.

↘ Renewable installed power (GW)

Peak consumption Peak production
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Import balance
Non-renewable

In 2024, renewable production supplied slightly more than 70% of consumption, compared to 61% recorded in the previous year, due mainly to improved hydrological and wind conditions and the increase in photovoltaic as a result of new plants coming online. Under weather conditions close to the expected average values, it is estimated that national renewable production represents around 65% of national consumption.
Hydro generation saw a significant increase in 2024, driven by a capability factor of 1.16, making it the most relevant renewable source, with a 28% share of consumption. Wind power generation also increased, to 27%, benefiting as well from better than average conditions, with a capability factor of 1.06. With respect to other renewable sources, photovoltaic had a capability factor of 0.94 and a share of 9%, while biomass accounted for 6% of consumption. In non-renewable
production, which supplied 10% of consumption, there was production of only 5 TWh, including combined-cycle gas plants and cogeneration units. Despite being the lowest value since 1979, gas plants continue to play a critical and relevant role in the safety of the National Electricity System, still supplying a significant part of consumption and covering the variability of renewable sources.
With regard to foreign countries exchanges, an import balance was recorded for the sixth consecutive year. For a consumption of 51.4 TWh and a national production of 45.6 TWh, the import balance stood at 10.5 TWh (as a result of imports of 14.4 TWh and exports of 3.9 TWh). Pumping operations are also playing an increasingly important role in the integration of renewables and guarantee of supply and accounted for consumption of 4.7 TWh, which is the highest figure ever.

Import balance Consumption
Renewable production in 2024 70%


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Electricity production in 2024
Compared to 2023 Compared to 2023

↘ Consumption (%)


In 2024, gas consumption maintained the downward trend seen in recent years, totalling 40.5 TWh, which represents a fall of 17% compared to the previous year, mainly resulting from the sharp contraction in the electricity production segment. Total consumption recorded this year was the lowest since 2003, standing at around 40% less than the historical maximum of 2017.
| CONVENTIONAL MARKET |
VARIATION | ELECTRIC MARKET |
VARIATION | TOTAL CONSUMPTION |
VARIATION | |
|---|---|---|---|---|---|---|
| 2024 | 33.4 | 2.1% | 7.2 | -56.1% | 40.5 | -17.3% |
| 2023 | 32.7 | -3.0% | 16.3 | -42.0% | 49.0 | -20.7% |
| 2022 | 33.7 | -18.8% | 28.1 | 25.9% | 61.8 | -3.2% |
| 2021 | 41.5 | -1.6% | 22.3 | -9.7% | 63.8 | -4.6% |
| 2020 | 42.2 | -4.5% | 24.7 | 3.8% | 66.9 | -1.6% |
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Distribuition High-pressure customers Electricity market AGU - Autonomous gas units
In the conventional segment, the market registered a growth of 2%, marking the first increase after four consecutive years of contraction. With a consumption of 33.4 TWh, this segment represented 82% of total gas consumption.
In the electricity production segment, consumption was 7.2 TWh, a drop of 56% compared to the previous year. This fall was mainly due to the increased availability of renewable energy throughout the year, reinforced by high levels of electricity imports. Consumption by electrical power stations represented 18% of total gas consumption.
The maximum hourly consumption of the year was seen on 9 January between 20:00 and 21:00 with 12.8 GWh, 1.6 GWh above the previous year's maximum, but still 2.3 GWh below the historical maximum recorded in 2021.
The Sines LNG terminal remained the primary supply source for the national system in 2024, as it has been since 2017. Inputs from interconnections with Spain continued to be minimal. At Sines, 53 ships were unloaded, three less than the previous year, corresponding to 48 TWh and providing 99% of all gas imported by the national system. Regasification totalled 47 TWh, a reduction of 8% compared to the previous year, with a terminal occupancy rate of about 64%.
Imports Campo Maior and Valença




LNG
Gas
↘ Supply (TWh) 0 10 20 30 40 50 60 70 80 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 48,5 0,7 51,6 2,7 61,6 63,3 4,4 41,5 62,6 40,2 62,0 19,2 17,2
↘ Source of LNG (%)

2024 2023 7 52 9 44 42 1 5
0.7 TWh 8.9 TWh Exports with the greatest use ever
75% Less than 2023
0.7 TWh was imported through the Campo Maior and Valença interconnections, which is 75% less than the previous year, and less than 1% of all gas entering the national system, the lowest quota ever.
On the export side, the interconnections saw the greatest use ever with respective operations totalling 8.9 TWh.
Nigeria and the USA remained as the main sources of gas received at the Sines LNG terminal in 2024, as has been the case in previous years, representing 52% and 40% of the total unloaded, respectively.
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Elections to the European Parliament in June, the re-election of Ursula von der Leyen for president of the European Commission (EC) and the formation of the new team of Commissioners for the 2024-2029 period significantly limited the legislative activity of the European Union (EU) in 2024. The first semester focused on the closing of the files which were on a final stage, while the second semester sought to establish new decision-making bodies. The electoral agenda also had an impact on energy and climate legislation, with the following developments being of note:
Started in March 2023, the revision of the European Electricity Market design was completed just over a year with the adoption in May of the Directive EU/2024/1711 and the Regulation EU/2024/1747, the publication in June in the Official Journal of the EU and the subsequent entry into force in July 2024. This Directive and this Regulation introduce amendments to several laws (Regulation (EU) 2019/943, Directive (EU) 2019/944, Regulation (EU) 2019/942 and Directive (EU) 2018/2001) with the aim of accelerating the implementation of electricity generation projects from renewable energy sources (RES), enhancing the security of energy supply of the European Union by reducing imported fossil fuels reliance and by mitigating the volatility of European consumer prices.
The introduction of instruments such as PPAs (Power Purchase Agreements) and CfDs (Contracts for Differences) to ensure stable returns on RES investment and prevent high costs in future energy crises were also of note. Moreover, more diversified electricity contracts are being promoted, including fixed price or dynamic pricing options, with clear information and specific protection against unexpected
price increases, as well as increased transparency and market monitoring.
The new European Electricity Market model will impact on REN's activities, in particular on the global technical management of the system: system operation, system service market management, network planning and energy planning. The introduction of mechanisms that promote largescale RES integration and consumer participation in markets, as well as security of supply monitoring under the European Resource Adequacy Assessment (ERAA) framework, will require changes and further developments of processes by Transmission System Operators (TSOs). This will provide them with greater capacity for flexible management of their grids and resource adequacy in the electrical system.
Also in this regard, the regulation on Energy Market Integrity and Transparency – REMIT (Regulation (EU) 2024/1106, amending
Regulation (EU) 1227/2011), which entered into force in May 2024, introduced new measures to protect EU consumers, citizens, and businesses from abuse in energy markets.
Following the highly significant developments seen in 2023, reflected by the implementation of the majority of the legislation that make up the Fit for 55, in 2024 the remaining legislative processes under this package were completed, with the exception of the revision of the Energy Taxation Directive.
The hydrogen (H2) and decarbonized gas market package consists of the Directive (EU) 2024/1788 and the Regulation (EU) 2024/1789, and was agreed in May and published in the Official Journal of the EU in June 2024. With very few exceptions,
The main purpose of the package related to Hydrogen (H2) and Decarbonized Gas is to create conditions to reduce the carbon footprint of the gas market.
EU Member States have until mid-2026 to transpose Directive (EU) 2024/1788 into national law. The Directive and the Regulation amend a series of laws (Directive (EU) 2012/27, Directive (EU) 2023/1791, Regulation (EU) 1227/2011, Regulation (EU) 2017/1938, Regulation (EU) 2019/942, Regulation (EU) 2022/869 and Decision (EU) 2017/684) and repeal Directive (EU) 2009/73 and Regulation (EU) 2017/2009.
The main purpose of this package is to create conditions to reduce the carbon footprint of the gas market by transitioning from natural fossil gas to renewable and low carbon gases, driving its implementation in the EU by 2030 (by 2050, these renewable and low carbon gases are expected to cover two-thirds of all gaseous fuels in the energy mix), strengthening security of supply and reducing dependence on fossil fuels imported into the EU while also promoting H2 as
vital component in the decarbonization of the European economy.
Of note are topics such as the setting up of a new European entity bringing together operators under the European Network of Network Operators for Hydrogen (ENNOH), which will be independent of the current gas (ENTSOG) and electricity (ENTSO-E) counterparts, but will drive cooperation between the three sectors. Every national regulator will have the autonomy to establish their own network tariffs, but with the obligation to consult the regulators of neighbouring countries and to submit the proposal to the European Union Agency for the Cooperation of Energy Regulators (ACER). Discounts may be applied to network access tariffs applicable to biomethane (indicative target of 35 bcm by 2030) and a regime will be set up to separate intra and inter-sector activities with derogations that create conditions to build-up and improve the efficiency of the hydrogen market.
On 11 December 2024, the future operators of Hydrogen Transmission Networks established a temporary and voluntary cooperation agreement to jointly define the activities required for ENNOH to meet all the legal and regulatory obligations set out in the Hydrogen and Gas Decarbonized Package in 2025 and 2026.
The transposition of Directive (EU) 2024/1788 into national law is of utmost importance to enable the regulatory body for the sector to be indicated and for the official certification of Hydrogen Transmission Network Operators (HTNO) under this Gas Package, which are critical for the development of hydrogen infrastructure, in particular H2med Corridor projects.
In order to boost the potential for improving energy performance of buildings, the EU has established a legislative framework which, in addition to the new Energy Efficiency Directive (EU/2023/1791), includes the revision of the Energy Performance of Buildings Directive ((EU) 2018/844). The revised Directive (EU/2024/1275) entered into force in all EU countries on 28 May 2024 and aims to increase the buildings renovation rate (responsible for around
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40% of total EU energy consumption), prioritizing buildings with the worst performance in each country, and contributing to the greenhouse gas (GHG) emissions reduction goals of at least 60% by 2030 (compared to 2015) and achieving decarbonized building infrastructure with zero-emissions by 2050.
The new EPBD provides for the phasing out of new gas boilers by 2025 and a plan for the total replacement of such equipment by 2040. It also contains measures to improve air quality and to promote the digitalization of energy systems in buildings and the implementation of infrastructure for sustainable mobility. Recognizing the differences between EU countries with regard to existing buildings, geography and climate, the Directive allows governments to decide on the renewal measures which are most appropriate to their specific national context.
Directive 2003/96/EC on Energy Taxation sets the minimum rates of special tax on fuels (used in engines and heating) and electricity to be applied throughout the EU. Since its entry into force in 2003, the Directive has not been amended, despite the ambitious climate targets set by the EU and advances in clean energy production technologies. In order to align this instrument with

EU climate and energy policy, in July 2021 the EC submitted a proposal to revise the ETD under the Fit for 55 package. This proposal aims to incorporate information on new technologies and eliminate tax exemptions that are now out of date to ensure that special EU energy taxes actually promote low-carbon or zero-carbon solutions.
Unlike the other laws making up the Fit for 55 package, this Directive is subject to a special legislative procedure, requiring unanimous support in the Council after consultation with the European Parliament, the European Economic and Social Committee and the Committee of the Regions. In June 2024, the Council analysed again the status of the dossier. The Belgian Presidency of the Council submitted several compromise texts, providing for long transitional periods and the possibility for Member States to grant partial exemptions for certain sectors. However, it was concluded that the positions were still divergent, requiring more work to reach agreement.

Regulation (EU) 2024/1735, published in June, creates a series of measures to strengthen the European ecosystem for the manufacture of carbon-neutral technology and products. Framed under the EU climate neutrality target to be achieved by 2050 and the reduction of net GHG emissions by at least 55% by 2030 compared to 1990 levels, the NZIA aims to promote investment in the manufacturing capacity of products essential to achieving EU climate neutrality targets, simplify the legal framework for EU-based zero impact industries, achieve annual CO2 capture and storage capacity in the EU by 2030 of at least 50 Mt and supply at least 40% of requirements via the internal production of a series of eight zero-impact key technologies, where electricity networks form part.

Heat pumps and geothermal energy
Batteries and storage

Carbon capture and storage
Grid technologies
Under the heading "The Grids Action Plan to address the missing links of the clean energy transition", at the end of 2023, the EC published the EU Grids Action Plan, proposing seven lines of action to make electricity grids stronger, smarter, more digitalized and cyber-resilient. For its part, the European Council, in its conclusions of May 2024, called on Member States to commit to their rapid implementation.
On 4 November 2024, as part of the "5th PCI Energy Days" event, several European energy sector stakeholders, including REN, signed the EC "Pact for Engagement". This commitment made by TSOs, Distribution System Operators and sector associations, among others, establishes the early, regular, and significant involvement of stakeholders in the network development.

of Projects of Common Interest through political steering, reinforced monitoring and more project proposals.

Improving the long-term planning of grids to accommodate more renewables and electrified demand in the energy system.
Introducing regulatory incentives



Incentivising a better usage of the grids with enhanced transparency and improved network tariffs for more smart grids network efficiency and innovative technologies.

distribution grids.
and communities.
Improving access to finance by increasing visibility on EU funding programmes for smart grids and modernisation of
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A binding target for reducing CO2 emissions by 2040 has consequences for all energy sector agents. With respect to REN's activities, aspects with particular relevance include:
Incentives for the electrification and total decarbonization of the European electricity production system by 2040 place even greater emphasis on the role of grids.
Further to the European Climate Law, which requires the submission of a legislative proposal for a climate target for 2040 within six months after the overall review of the Paris Agreement (December 2023), on 6 February 2024 the EC submitted the Communication COM(2024) 63 final "Securing our future - Europe's 2040 climate target and path to climate neutrality by 2050 building a sustainable, just and prosperous society" with the goal of creating a bridge with the next Commission, proposing a political framework for post-2030 which will allow the path to be continued so as to achieve climate neutrality by 2050. The 2040 target will also support future contributions determined at a national level in the post-2030 period, which all parties must submit to the United Nations Framework Convention on Climate Change (UNFCCC) by 2025. Due to the electoral timetable, the political and legislative decision on the 2040 target will be taken by the new Commission.
In this Communication, the EC recommends that the EU set a target to reduce net GHG emissions by 90% for 2040 (compared to 1990 levels), in accordance with scientific advice. Meeting the 90% target by 2040 will require a number of political conditions, including full implementation of the agreed framework for 2030, the competitiveness of European industry, greater emphasis on fair transition (leaving no one behind), fair competition conditions with international partners and a strategic dialogue on the post-2030 framework, particularly with industry and the agricultural sector.

Reduction of net GHG emissions for 2040 compared to 1990
In line with and in addition to emergency licensing measures designed to shorten and accelerate licensing procedures for RES projects and related infrastructure implemented under REPowerEU, and the provisions of the new Red III Directive on acceleration areas for the implementation of RES and maximum deadlines, an additional set of specific measures was implemented in May 2024, more specifically:
In April 2024, the 6th List of Projects of Common Interest (PCI) was published, including projects 9.1.1 ('PT H2 Backbone') and 9.1.2 ('H2med CelZa'), which brings to an end the support for fossil fuel infrastructure and introduces a new category of Projects of Mutual Interest (PMI). The list includes a total of 166 projects, 85 of which are
In April 2024, the 6th List of Projects of Common Interest (PCI) was published, which introduces a new category of Projects of Mutual Interest (PMI).
related to the development of electricity infrastructure and 65 to hydrogen and electrolyser infrastructures. According to the EC communication accompanying the publication of this 6th PCI list, hydrogen and electrolyser projects are an important contribution to the EU's efforts to establish a hydrogen market in Europe and worldwide. These projects will allow the export and/ or transmission of renewable hydrogen to neighbouring Member States, permitting the EU's main industries to decarbonize while at the same time enabling them to be competitive and thus remain in Europe.
Forming part of the PCI package for hydrogen interconnection infrastructure in Western Europe (Group 9), the Portugal - Spain - France - Germany corridor (9.1) consists of the following projects (jointly designated as "H2med"):
• 9.1.1 Internal infrastructure for hydrogen in Portugal (referred to as "PT H2 backbone");
One of the benefits from PCI classification is the eligibility to financial assistance by the Connecting Europe Facility (CEF), in the form of a non-refundable grant, both for the study phase as well as the construction phase.
The application period to CEF-E was between April and October 2024, and REN Gasodutos, as promoter of the 9.1.1 projectn ("PT H2 backbone") and copromoter of the 9.1.2 project (H2Med/ CelZa"), submitted the respective processes to request financial assistance for the study phase.
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hydrogen and energy storage, as well as the approval of the Monitoring Reports on Security of Electricity and Gas Supply.
Domestic energy policy
In 2024, several initiatives were of note on a national level to promote the use of RES, such as the setting up of the Mission Structure for the Licensing of Renewable Energy Projects and the Working Group to develop alternative fuel infrastructure (AFIR Working Group), in line with Regulation (EU) 2023/1804. The review of PNEC 2030 was concluded, reinforcing the RES ambition, and public consultation on the draft partial transposition of the RED III Directive was launched. Other relevant measures include the Action Plan for Biomethane 2024-2040, auctions for the centralized purchase of biomethane, green
Regulation (EU) 2018/1999 on the governance of the Energy and Climate Action Union established the National Energy and Climate Plans (NEC 2030) as instruments for action and monitoring of Member State strategies which, as a whole, set the EU's objectives and targets for 2030 and the longer term, in line with the 2015 Paris Climate Change Agreement. The first version of PNEC 2030 was implemented in 2020 and each Member State is required to submit a progress report every two years. Furthermore, Article 14 of the Regulation provides for periodic updates of PNEC 2030, where the first is required to be concluded and implemented by the end of 2024.
Following the actions carried out in 2023 regarding the initial proposal to revise PNEC 2030 and the guidelines received from the EC, in July 2024 the public consultation of the final draft for the revision of the PNEC 2030 was launched. This proposal set goals, objectives, lines of action and measures that, in addition to a greater reduction in GHG emissions (set at the upper limit of the target band in the previous version of PNEC, 55%) and the increase to 51% of the quota of RES in gross final energy consumption by 2030, also support a roadmap to climate neutrality by 2045, in line with the objective set out in Climate Framework Law.
The update/ revision of PNEC 2030 was published in the Portuguese Official Journal (Diário da República) of 30 October further to Council of Ministers Resolution No 149/2024 and was approved by the Parliamentary Committee on Environment and Energy on 3 December 2024. Member States are required to notify the EC on the status of implementation of their PNEC by means of an integrated national progress report on energy and climate, covering the five areas of the Energy Union. This integrated report is to be issued every two years (the next will be in 2025).
| Version | Revision | |||
|---|---|---|---|---|
| National Targets PNEC 2030 |
2020 | 2024 | ||
| EMISSIONS (without LULUCF; compared to 2005) |
-45% a -55% | -55% | ||
| ENERGY EFFICIENCY (primary energy reduction and consumption target) |
35% | 16,711 ktep | ||
| ENERGY EFFICIENCY (final energy consumption target) |
- | 14,371 ktep | ||
| RENEWABLES (in gross final energy consumption) |
47% | 51% | ||
| RENEWABLES IN TRANSPORT | 20% | 29% | ||
| RENEWABLES IN HEATING AND COOLING |
46% | 63% | ||
| RENEWABLES IN ELECTRICITY (without H2 production) |
80% | 93% | ||
| ELECTRICITY INTERCONNECTIONS | 15% | 15% |

In March, through Council of Ministers Resolution No 50/2024, the government set up the Mission Structure for the Licensing of Renewable Energy Projects (EMER 2030), seeking two main objectives: To ensure centralized performance with respect to the proposal's objectives of the revised PNEC 2030 and to accelerate the implementation of RES projects by simplifying and increasing the transparency of the procedures for the licensing of such projects.
After the Mission Structure was formed in May, Council of Ministers Resolution No 113/2024 extended the scope of the tasks of this structure to include the monitoring of the integration of RES into the National Electricity System and the proposed measures to safeguard the energy and financial sustainability of energy transition.
EMER 2030 held a public consultation during 2024 on the main challenges of energy transition in Portugal, whose summary report of the 400 civil participations and respective preliminary recommendations was published at the end of October 2024.
With the aim of accelerating the energy transition in the EU under the Fit for 55 package, Directive (EU) 2018/2001 on the promotion of renewable energy was revised by Directive (EU) 2023/2413 (RED III Directive), which entered into force in November 2023. This new Directive reinforces the commitment of Member States to increase the share of gross final
consumption of energy from RES from 32% to a minimum of 42.5% by 2030 (with the aim of reaching a 45% share). To achieve this goal, the RED III Directive introduces new obligations in the electricity and the renewable fuels of non-biological origin sectors, impacting on the current legislative framework, more specifically, Decree-Law No 15/2022 of 14 January 2022, in its current wording.
By 1 July 2024, Member States are required to transpose provisions concerning the licensing of RES projects and network projects necessary for their integration, set maximum deadlines and classify them as being of "relevant public interest". Member States should also complete the transposition of remaining matters by 21 May 2025. To bring the transposition process of the RED III Directive into operation, by means of the Order No 6757-A/2024, the government created a Working Group, which prepared the draft for the partial transposition, submitted to public consultation in September. REN participated in this consultation, reinforcing the need to explicitly include the network projects necessary to integrate RES (new overhead lines and substations projects) in the procedures for streamlining licensing, in order to allow connection to the grid in due time of the new RES electricity capacity. As a result, Decree-Law No 99/2024 of 3 December 2024 was published, amending Decree-Law No 151-B/2013 of 31 October 2013 and Decree-Law No 15/2022 of 14 January 2022.
II Regulation (EU) 2023/1804, which replaces Directive 2014/94/EU, entered into force on 13 April 2024, setting mandatory targets for Member States in the creation of alternative fuel infrastructure for road vehicles, ships, and parked aircraft. It also sets out technical specifications, payment requirements and data availability for this infrastructure.
In order to implement the Regulation, the AFIR Working Group (Alternative Fuels Infrastructure) was created by Order No 10559/2024, and is responsible for preparing the National Action Framework, identifying transport needs, setting targets and measures to promote these infrastructures, especially in areas outside the TEN-T main network and in rural areas, ensuring accessibility and territorial cohesion.
Recognizing the relevance of electricity and gas transmission infrastructure, REN has been designated as member of the AFIR WG, participating in subgroups dedicated to electric mobility, electricity supply in ports and infrastructure for hydrogen, liquefied methane and other fuels.
Replacing gas with biomethane by 2040
In March, via Council of Ministers Resolution No 41/2024, the government approved the Biomethane Action Plan 2024-2040. The plan frames and promotes biomethane as part of the solution to reduce natural gas imports, decarbonize the economy and promote circularity and attract green industries, contributing to carbon neutrality, job creation, territorial cohesion, and sustainable economic growth. With the aim of replacing 18.6% of gas with biomethane by 2040, the Biomethane Action Plan sets out a strategy to reduce GHG emissions and combat external dependence. It also sets internal production targets for Portugal, more specifically, 2.7 TWh by 2030 and 5.6 TWh by 2040. The Biomethane Action Plan provides for two phases of development in this market with different time lines and a transversal approach:

Creation of a regulatory framework promoting the implementation of new projects, the conversion of existing biogas plants for production and injection of biomethane into gas networks, the collection of bio-waste by municipalities and the use of biomethane in transport and industry.

Consolidate the biomethane market and increase the level of production, encouraging waste water sector management entities to use and maximize anaerobic sludge digestion and the use of livestock and agro-industrial effluents, diversifying the technological base of biomethane production, accelerating the licensing of gasification and methane production units, reinforcing the financing of RDI projects and encouraging the creation of biomethane communities and virtual gas pipelines to facilitate the production and injection of biomethane into gas networks.

Focused on the social and environmental sustainability of the biomethane market, it promotes the use of sustainable vehicles in the collection and transport of waste, the use of digested waste in agricultural fields and the implementation of the European strategy to reduce methane emissions, thus ensuring that targets are met by the agro-industrial and waste sectors.
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of renewable gas acquisition were 150 GWh/ year (PCS) for biomethane and 120 GWh/ year3 (PCS) for renewable H2, and bidding proposals were accepted limited to the basic maximum prices of
62 euro/ MWh (PCS) for biomethane and 127 euro/ MWh (PCS) for renewable H2. State support for projects takes the form of a variable premium under a bilateral contract for differences, to be established for a period of ten years. The Jury, consisting of a president and members of Energy Services Regulatory Authority (ERSE) and Directorate-General for Energy and Geology (DGEG), received 25 applications, with nine being accepted for the bidding phase (four for renewable H2 in the the electric grid.
transmission network and four for renewable H2 in the distribution network, and only one for biomethane) and 16 were excluded.
Energy storage auction
first auction to promote flexibility and storage in the Public Service Electrical Network (RESP). The measure aims to maximize the use of the injection capacity available at RESP and enhance the use of RES, helping decarbonize energy systems and meet the national targets set out in the PNEC 2030. The aim is to develop new electricity storage projects, based on batteries with at least 1 MW and that are capable of charging and discharging at maximum power for at least two hours. These systems must be associated with RES plants (> 1 MW) directly connected to
Under the procedure, which closed on 9 September, 76 applications were received, representing a storage capacity almost three times higher than that of the quota submitted to tender (500 MW). Support for applications that may be selected takes the form of a non-refundable subsidy of up to 20% of eligible costs, a maximum

Basic maximum prices
Renewable H2

ENERGY STORAGE AUCTION
Renewable gas acquisition Biomethane
Pursuant to Decree-Law No 62/2020 in its current wording, the member of the government responsible for the energy area may set specific procurement regimes for certain gases of renewable origin or low-carbon gases, after consulting ERSE and the National Gas Transmission System Operator (RNTG). As such, Ministerial Implementing Order No 15/2023 established the centralized procurement system, by the Gas Supplier of last Resort (CURg), of biomethane and hydrogen produced by electrolysis from water, using electricity from renewable energy sources, also establishing the opening of a competitive procedure, after approval of the respective items by the member of the government responsible for energy.
Through Order No 5971-A/2024, the government opened the procedure and approved the respective items.

The maximum quantities for the contracting
Basic maximum prices Biomethane

150 GWh/ year 62 €/ MWh 120 GWh/ year 127 €/ MWh
Renewable gas acquisition Renewable H2
The Monitoring Reports on Securityof Electricity and Gas Supply are highly relevant in the assessment of security of supply conditions.
The Monitoring Reports on Security of Electricity and Gas Supply (RMSA-E and RMSA-G, respectively) are prepared and published by DGEG, with the contribution of REN. These reports are based on a series of assumptions supported by European and national energy policies, which set out the development perspectives of the National Electricity and the National Gas Systems for the medium and long-term.
The technical support required to prepare both reports is a complex and highly relevant exercise for electrical and gas systems, which gives REN a central role in the assessment of security of supply conditions, identifying critical situations in the supply of electricity and gas, defining measures to mitigate these situations and providing input to carry out further analyses and studies, such as: Investment Plans in Electricity and Gas Networks (PDIRT and PDIRG), integration with the European Resource Adequacy Assessment (ERAA) methodology, studies
on the flexibility needs of electricity and gas systems (e.g. identification of energy storage needs to avoid renewable energy waste), etc.
The Monitoring Report on Security of Supply of the National Electricity System for the period 2024-2040 ( RMSA-E 2023) was published by DGEG on 22 December 2023, having previously been submitted to the member of the government responsible for energy and to ERSE. The EC was also notified, as provided for in article 247 of Decree-Law No 15/2022 of 14 January 2022.
The Monitoring Report on Security of Supply of the National Gas System for the period 2024-2040 ( RMSA-G 2023) was approved by official order of 15 October 2024 issued by the Minister for the Environment and Energy, and the EC and ERSE were notified.
Both documents can be found on the DGEG website.

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REN's mission is to ensure the uninterrupted supply of electricity, meeting quality and safety criteria, maintaining a real-time balance between supply and demand and ensuring system conditions that make the energy market viable. Further goals are to contribute to the development of communities and improve the quality of life of people living in Portugal.

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REN permanently ensures the balance between the production and consumption of electricity, as well as the interconnection with the European system. We are the entity responsible for the security and continuity of electricity supply.
CONSUMPTION Domestic and industrial
Where REN is present: Transmission | System management
PRODUCTION
REN develops and operates the National Very High Voltage Transmission Network, which covers the entirety of mainland Portugal and the respective substations, as well as the interconnections with the Spanish electricity grid.
DISTRIBUITION
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| 4.4% | |||
|---|---|---|---|
| Initial base | |||
| remuneration rate | |||
| in Electricity |
| TRANSMISSION | UN | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|---|
| Consumption | TWh | 51.4 | 50.7 | 50.4 | 49.5 | 48.8 |
| Annual variation in consumption | % | 1.3 | 0.6 | 1.8 | 1.4 | -3 |
| Installed power | MW | 22,813 | 21,362 | 20,675 | 19,157 | 20,412 |
| Installed power of Renewable Energy Sources (RES) | % | 81 | 79 | 78 | 77 | 69 |
| Energy transmitted by the National Transmission Network (RNT) | TWh | 46.1 | 44.8 | 43.6 | 42.3 | 42.8 |
| Length of lines | km | 9,661 | 9,409 | 9,424 | 9,348 | 9,036 |
| Transformation power | MVA | 40,729 | 40,027 | 39,517 | 39,221 | 38,463 |
| Losses in energy transmission | % | 2.39 | 2.26 | 1.83 | 1.98 | 1.84 |
| Equivalent Interruption Time | min | 0.01 | 28.00 | 0.08 | 0.05 | 0.03 |
Through REN - Rede Eléctrica Nacional, S.A., the REN Group performs two activities regulated by the Energy Services Regulatory Authority (ERSE):
• General System Management (GSM); and
• Transmission of Electrical Power (TEP).
The revenue allowed from GSM and TEP business is received by applying two regulated tariffs: the tariff for the General Use of the System and the tariff for the Use of the Transmission Network, respectively. Both tariffs are defined annually by ERSE based on demand, costs, revenue, and investment. The regulatory period underway started in 2022 and ends in 2025.
In the current regulatory period which started in 2022, the mechanism for indexing the annual remuneration rate to the annual arithmetic average of the daily trading yield on 10-year Portuguese Republic Treasury Bonds (TB) was maintained.
The incentive regulation model was maintained, but in transmission activity, the application of incentives changed. Previously, operating expenditure (Opex) and capital expenditure (Capex) were applied separately. Now, both types of expenditure are applied in an integrated manner, based on the concept of Totex (Total Expenditure), which combines Capex and Opex, enabling more efficient management and alignment with our strategic objectives. This change favours more efficient economic management as it allows greater flexibility in the choice between operational and capital investment, optimizing the respective use of resources and decisions to repair or replace. Accordingly, once certain efficiency premises are met, regulation based on incentives with respect to Totex leads network operators to base their decisions within a more flexible regulatory environment, with the aim of ensuring good overall economic performance of the activities carried out.
In addition to this regulation methodology, a symmetric mechanism for sharing gains or losses was also introduced, which is activated only above certain yield thresholds. This mechanism seeks to ensure a profitability band that will result from its application to the portion of the Totex cost base subject to efficiency targets. The goal is to limit deviations in the profitability of the business when they are significant when compared to a reference. This mechanism, which is calculated one year after the end of the regulatory period to which it applies, reflects the integrated profitability of that period. Furthermore, the regulatory period is now four years, providing a broader and more strategic view of the company's performance and operations.
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Electricity business
In the regulatory period of 2022-2025, in general system management business, the previous incentive model for the remuneration of the asset base and Opex incentive was maintained. As there are growing European obligations imposed on Transmission System Operators (TSOs), which are beyond their control, a portion of costs not subject to efficiency targets is provided for, to accommodate costs of this nature not foreseen by the regulator when the cost basis for the regulatory period was calculated.
In the electricity transmission business, a regulation methodology based on revenue cap type incentives applied to total controllable costs (Opex + Capex) started to be applied, with an efficiency factor of 1.5% in a number of its components.
With respect to the 2022-2025 regulation period, this new methodology corresponds to the application of efficiency targets to a series of previously defined costs, which incorporate capital costs and operating costs, with the simultaneous introduction of a mechanism for sharing gains and losses between companies and consumers, that is activated only after certain profitability
49 M€ The average RAB for GSM business stood in 2024
thresholds have been reached. Additionally, the incentive to improve technical performance (IITP) was introduced, which replaced the previous incentive for the economic rationalization of investment (IREI).
The goal of IITP is to encourage the operator of the National Electricity Transmission Network (RNT) to improve their technical performance. The technical performance of the RNT consists of the joint assessment of the transmission network's response to needs in terms of:
trade within demanding parameters defined gradually for each year of the regulatory period.
In 2024 it is estimated that the incentive to improve technical performance is 18.5 million euros.
The electricity regulated assets base (RAB) consists of the assets net of amortisations and subsidies allocated to the TEP and GSM businesses.
In GSM business, the principle of RAB valuation is based on historical costs. In these cases, the abovementioned indexed remuneration rate is applied.
In 2024, the average RAB for GSM business stood at 49 million euros. Assets used in this business also include land in the public water domain used in hydro power production, in the sum of 162 million euros, remuneration for which, in accordance with Ministerial Implementing Order
No 301-A/2013 of 14 October, depends on the classification allocated to the performance of the RNT concession holder by a group formed especially for this purpose, with the rate varying between -1.5% and +1.5%. As no performance reports have been issued since 2015, ERSE stated that the rate would be zero with retroactive effects to 2017. Therefore, the value considered for 2024 was 0%.
With regard to the TEP, with the aim of promoting more efficient behaviour by the TSO in investment, the reference costs mechanism was introduced into the 2009-2011 regulatory period.
This mechanism was published in September 2010 through Official Order No 14 430/2010 of 15 September, with retroactive application to investment transferred to operations since 2009. The first update was in 2015 with the entry into force of ERSE Directive No 3/2015 of 29 January.
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In the current regulatory period, this incentive no longer applies to assets that entered operation after 1 January 2022, but remains for assets that entered operation in the 2019-2021 period, which are remunerated at the base rate plus a premium of 75 p.p.
In 2024, the remuneration rate for these assets was 5.98%.
The following graph shows the RAB for the different asset groups.
The tariffs set by ERSE also reflect tariff deviations which, after two years, reconcile (to the extent they are justified and accepted by ERSE) the forecast and real values of income and costs, and differences in demand.
The adjustments arising from the differences are recovered or returned two years after they have occurred. This sum is remunerated at a regulated rate equal to the 1-year Euribor average seen each year, plus a spread published annually by ERSE for the year in question.
At the end of 2024, the RNT consisted of 9,661 km of line circuits, 70 transformer substations and 19 switching and transition stations. The RNT ensures the flow of electrical power from power plants to the transformer sub-stations where connections are made, either directly to consumers at very high voltage or at high voltage between the RNT and the national distribution network, and transmission with respect to interconnections from and
to Spain. It also ensures transmission of the electrical power injected by the National Electricity Distribution Network (RND) into the transmission network.

↘ RAB for the different asset groups (106 EUR)
RAB rate with premium RAB rate without premium (excludes land) RAB Public domain hydro land
| 2024 | 2023 | VAR. 24/ 23 | |
|---|---|---|---|
| Length of lines in service (km) | 9,661 | 9,409 | 2.68% |
| 400 kV | 3,242 | 3,080 | 5.26% |
| 220 kV | 3,886 | 3,849 | 0.96% |
| 150 kV | 2,533 | 2,480 | 2.14% |
| Transformation power in service (km) | 40,729 | 40,027 | 1.75% |
| Autotransformation (MVA) | 15,370 | 14,920 | 3.02% |
| 400/ 220 kV | 8,100 | 7,650 | 5.88% |
| 400/ 150 kV | 6,440 | 6,440 | - |
| 220/ 150 kV | 830 | 830 | - |
| Transformation (MVA) | 25,359 | 25,107 | 1.00% |
| 400/ 60 kV | 5,270 | 5,270 | - |
| 220/ 60 kV | 13,071 | 13,071 | - |
| 150/ 60 kV | 6,558 | 6,306 | 4.00% |
| 150/ 130 kV | 140 | 140 | - |
| 220/ 30 kV | 320 | 320 | - |
I The RNT also connects to the European transmission system via nine interconnection points (220 and 400 kV circuits) with the Spanish transmission network. This interconnection is provided by three 220 kV circuits at Douro International and by six 400 kV circuits, two between Minho and Galicia, one at Douro International, one at Tejo International, one between the Alentejo and the Estremadura and one between the Algarve and Andalusia.
3,090 MW Average export capacity in 2024
3,712 MW Average import capacity in 2024
The RNT also connects to the European transmission system via nine interconnection points with the Spanish transmission network.

2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
0
1,000
Autotransformers Transformers 400 kV Lines 220 kV Lines 150 kV Lines
0
10,000

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40
In 2024, the RNT transmitted 46.1 TWh, representing an increase of 2.8% compared to the previous year. This was the second highest figure in the last decade. Maximum power in the network reached 9,489 MW on 12 January at 18:30, around 400 MW below the historical maximum registered on 5 December 2023.
Power plants connected to the RNT injected 28.4 TWh, in line with the previous year. Power plants connected to the distribution network produced 16.5 TWh, 3.3 TWh of which was injected into the transmission network, due to lack of consumption on a distribution level. This injection into the transmission network was the highest figure ever in the national system, although the respective peak of 1,492 MW was 70 MW lower than the maximum recorded in the previous year.
Transmission network losses totalled 1,102 GWh, representing 2.39% of energy transmitted, higher than the 2.26% recorded in the previous year. More information can be found in chapter 4.2.2 Climate change. This figure confirms the upward trend in losses in recent years, mainly due to the increasing integration of renewable energy sources (RES) into the mainland Portugal electricity system. This impact is caused by the operating profile of the power plants, characterized by high dependence on hydro and wind production, and increasingly by photovoltaic production. The latter has a particularly pronounced effect on RNT power losses, since large thermal

Voltage 400 kV 220 kV 150 kV Lines Simple Double
KEY
SPAIN
Plants Hydro Thermal Wind Solar Substation Stepdown station RNT user
Double circuit with 1 equiped set
II power plants, with increasingly smaller contributions, are mostly located near the coast, close to main consumption zones. Water and wind plants are mainly concentrated in the north and inland, and photovoltaic is mostly in the centre and south, distributed in a more granular manner, on a smaller scale and away from large consumption centres. Therefore, wet weather, greater use of the 150 kV network or high levels of wind or solar production, which require the transmission of power over longer distances, lead to higher losses in the network.
In 2024, the average interconnection capacities available in the daily wholesale market were 3,712 MW in the import direction, and 3,090 MW in the export direction, with small increases over 2023 of 130 and 10 MW, respectively. In 2024, the national system continued to import heavily, with the highest balance ever. This led to congestion in the daily market in the import direction in 5.0% of periods, the highest value since 2012. Congestion was less significant in exports, occurring during less than 1.3% of periods.
| 2024 | 2023 | |
|---|---|---|
| Energy intake into the network | 46.1 | 44.8 |
| Power plants | 28.4 | 28.3 |
| Interconnections | 14.4 | 13.7 |
| Distribution network | 3.3 | 2.9 |
| Energy output by the network | 45.0 | 43.8 |
| Power plants/ direct customers | 7.0 | 5.8 |
| Interconnections | 3.9 | 3.4 |
| Distribution network | 34.1 | 34.6 |
| Own consumption | 0.0 | 0.0 |
| Losses | 1.1 | 1.0 |
| Losses (%) | 2.39% | 2.26% |

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The quality of service in the RNT was marked in 2024 by an interruption which lasted more than three minutes at the Estremoz delivery point, due to damage caused by an animal. This interruption resulted in non-supplied power of 0.5 MWh. Despite this, the quality of technical service provided - understood as being security and continuity of supply of electrical power with the necessary technical characteristics - was positive consolidating the suitable performance of the RNT. General service continuity indicators, set out in the Quality of Service Regulations, recorded generally positive figures, in line with that seen in the previous year. In this regard, the policies and
strategies implemented for electrical power transmission have promoted the suitability and efficiency of RNT operation.
Equivalent Interruption Time (EIT), an indicator of overall performance commonly used by electrical utility firms, attributed directly to REN, was only 0.6 seconds. This corresponds to 0.5 MWh of unsupplied energy. This overall EIT figure represents what would be a practically uninterrupted supply of electrical power (99.99999% of the time) to a single 'equivalent' consumer (in mainland Portugal), with power and energy which would represent all the different delivery points to the national electricity distribution network and consumers directly connected to the RNT.
General service continuity indicators, set out in the Quality of Service Regulations, recorded generally positive figures, in line with that seen in the previous year.


II
↘ Combined availability rate (%) ↘ Evolution in the number of faults originating

ERSE reference value
In 2024, we continued to monitor the voltage waveform quality at delivery and interconnection points on the RNT. The measurements carried out continue to show results that fall within the standardised values in the Quality of Service Regulation, with a small number of exceptions of specific and localised cases.
In 2024, the total number of incidents decreased by 3.8% compared to 2023. In 2024, there were a total of 231 incidents (240 in 2023), 206 of which originated in the Very High Voltage Network (VHV), 11 in the
High Voltage Network (HV) and 14 in other networks but impacting on VHV networks and HV equipment in the grid. Only three incidents (1.3% of the total) actually caused interruptions to customers electricity supply, having caused three interruptions at delivery points.
0.0
0.6
1.2
1.8
2.4
3.0
The combined availability rate - an indicator defined by ERSE which analyses the
availability of RNT transformers and lines was 98.26% in 2024. This figure is slightly lower than in 2023 (98.36%). The following graph shows the annual evolution of this indicator over the last five years. This performance represents effective coordination and programming of grid outages during the period in question and, to a certain extent, the reliability of RNT assets.
in RNT lines per 100 km of circuit
1.8 1.9
2024 2023 2022 2021 2020
1.2
1.6
1.2
In general, substations and their respective equipment and systems recorded suitable

-3.8%
Total number of incidents compared to 2023

Combined availability rate in 2024
performance during operations.
The number of power transformer failures increased slightly compared to 2023, while there was a reduction in circuit breaker failures when compared to the previous year. These subjects are analysed in greater detail and more technical depth in the annual report on quality of service issued by REN, available on the company website.
Despite this decrease, stork related issues saw an increase of 112% over 2023. On the other hand, lightning discharge issues fell by 65%, compared to the previous year.
In general, the substations, their equipment and the installed systems showed adequate performance during their operation in service.




In general, the RNT behaviour during 2024 was suitable, with maintenance activities, remodelling, and the construction of network infrastructure taking place normally.
The main congestion seen in the RNT during the year related to outages of network elements. These situations were resolved by implementing topological changes to the network or by applying restrictions on power generation and pumping.
In this regard, of note were the outages seen in the north of Lisbon caused by remodelling work on 400 kV lines, with the aim of increasing transmission capacity. This work required the implementation of topological changes in the 400 kV network, using interim lines, in order to ensure continuity of the connecting corridors between the north and south of the transmission network.
Also of note was the outage due to corrective maintenance work on an autotransformer at the Ferreira do Alentejo Substation. This repair required that a special topology be implemented in the 400 kV network of that facility to minimize restrictions on power generation and pumping.
In 2024, consumption in mainland Portugal grew by +1.3 % over the previous year, totalling 51.4 TWh. Energy consumption from renewable sources stood at 70% of the total, marking an increase of approximately 9% compared to 2023.
In 2024, following the publication of Directive No 19/2023 of 26 December, approving the new Procedures Manual for General Management of the Electrical Sector System (MPGGS), the national
implementation of the platform to facilitate the cross-border exchange of power for frequency restoration reserves with manual activation (mFRR) was concluded. Subsequently, on 17 December, the first cross-border exchange of mFRR was conducted. Additionally, in March 2024, the harmonized methodology for quantifying and calculating deviations was implemented.
On 13 June 2024, as a result of the work carried out by market operators and TSOs, pan-European intraday auctions began.
Projects completed in 2024 in the RNT played a key role in strengthening supply on the RND and creating new connections, particularly with respect to increasing new production reception capacity.
These projects also contributed significantly to the internal security and reliability of the network and the overall operation of the National Electricity System (SEN). In this regard, of note were the following projects:
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In addition to the network development projects mentioned above, investment was also made in uprating the transmission capacity and modernizing assets at the end of working life. This work included remodelling of the Batalha Ribatejo line at 400 kV, Pocinho Chafariz 1, Pocinho Chafariz 2 and Estarreja Mourisca lines, all at 220 kV, as well as the conclusion of remodelling work on protection equipment and systems and automation and control equipment at the Pocinho, Pereiros, Valdigem and Palmela substations.
In November 2023, the European Commission implemented the 1st PCI/ PMI List (Projects of Common Interest/ Projects of Mutual Interest) including the project for the new 400 kV interconnection between the Portuguese and Spanish transmission networks between Ponte de Lima (Minho) and Fontefria (Galicia).
The new draft of the Development and Investment Plan for the Electricity Transmission Network for the 2025-2034 period (PDIRT 2025-2034) was sent to the Directorate General of Energy and Geology (DGEG) and ERSE in early December 2024. In January 2025, ERSE opened public consultation on PDIRT 2025-2034, which will be followed by the issue of reports and reasoned opinions by DGEG and ERSE, which will assist the TSO in the preparation of the final draft of PDIRT 2025 -2034.

Of note are the main investments underway:
400 kV line between the Feira and Ribeira de Pena substations to enable the connection of stages 1 and 3 and full integration of new power generation throughout the Tâmega River hydro area (around 1,150 MW of installed power).
Studies on new RNT infrastructure and reinforcement of the transmission capacity of some infrastructure to provide additional capacity to receive new solar photovoltaic production as a result of the competitive procedures for awarding reservation of injection capacity into the Public Service Electricity Network (RESP) and connection requests under the agreement between the applicant and the RESP operator, as is the case between the transmission network operator and promoters of new power production centres.
Introduction of RNT/ RND transformation or reinforcing of existing power, more specifically, at the Divor substation to meet supply security requirements and adapt to regulatory standards. In terms of feeding to large industrial consumption centres, new network reinforcements in the south stand out, further to the recognition of the network zone for the existing Sines RNT
substation as a High Demand Area, pursuant to Decree Law No 80/2023 of 6 September establishing an exceptional procedure to award connection capacity to RESP when demand exceeds network capacity.
New 400 kV interconnection between the future substations of Ponte de Lima, on the Portuguese side, and Fontefría, on the Spanish side, to reinforce commercial exchange capacity between Portugal and Spain. Construction for this project is currently underway.
Several projects for modernizing transmission network assets and replacing high and very high voltage equipment in substations, protection systems, automation and control equipment, power transformers and overhead lines included the and the Tunes, Recarei, Palmela and Ferreira do Alentejo substations.
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We are also conducting studies to integrate renewable sources, particularly to produce hydrogen in accordance with the guidelines of the Granting State in matters of energy policy.
This will then be sent to DGEG in accordance with the procedure set out in Article 125 of Decree-Law No 15/2022 of 14 January. The PDIRT 2025-2034 draft took into account the National Energy and Climate Plan 2021-2030 (PNEC 2030), 2024 version, and the monitoring report on the supply security of the electricity sector (RMSA-E) published in December 2023. PDIRT 2025-2034 follows on from PDIRT 2022-2031, approved in December 2022 (PDIRT 2022-2031 can be consulted on our website).
As part of our duties, we are also conducting studies with a view to meeting national objectives to integrate the production of electricity from renewable sources, as well as to connect multiple consumption projects, particularly to produce hydrogen in accordance with the guidelines of the Granting State in matters of energy policy.
With respect to connections to RESP, REN participates in connection and integration procedures for consumer and producer facilities which connect directly to RNT, so as to ensure the respective safety and quality of service and the effective integration of RES into the SEN.
Decree-Law No 15/2022 of 14 January, in its current wording, sets out the rules for access to the RESP by power production plants, with injection power into the RESP greater than 1 MW, through three methods for awarding reservation of RESP injection capacity:

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Total connection power of seven photovoltaic plants, concluded the process to connect to the RNT

Procedures for connection to the RNT were underway by the end of 2024
• An agreement between the applicant and the RESP operator (Agreement) to build new infrastructure not provided for in the respective grid development and investment plans, aiming to create intake capacity to enable connection by the power production plant in question (in this case, the investment cost will be taken on by the applicant).
Under the new general regime framework, up to the end of December 2024, REN issued 16 Capacity Reserve Rights (CRR), corresponding to 1,257 MVA.
In 2021, the Portuguese State launched two competitive procedures impacting on the RTN: one for the capacity which had been
previously intended for the Pego coal-fired power plant (Pego Auction 2021) and another for connecting floating solar plants (Auction 2021 - Floating Solar). The respective Capacity Reservation Rights were issued by REN in 2022, corresponding to 70 MVA under the 2021 Floating Solar Auction (relating to the floating power plant to be connected to the RNT) and 224 MVA under the 2021 Pego Auction. Accordingly, under the new competitive procedure framework, up to the end of December 2024, REN issued 19 CRR, corresponding to 1,899 MVA.
In February 2020, total capacity requested through the agreement scheme to connect mainly photovoltaic plants to the RNT stood at around 129 GVA. In the same month, DGEG published the Terms of Reference (ToR) setting out the criteria to classify and order agreement applications for connection to the RNT and RND, allowing network reinforcements to be studied in power packages, thus maximizing their efficient and sustainable integration into RESP.
The list with the classification and final ordering, in accordance with the ToR, involves 78 agreement applications with REN and 17 GVA, was published by DGEG on 6 July 2021. On 27 July 2023, a new reordered list was published by DGEG, following the entry into force of Decree-Law No 72/2022 of 19 October, and REN is currently processing the agreement applications selected pursuant to the notice issued on 28 July 2023 by the Ministry of Environment and Climate Action and under the guidelines of the Granting State.
With regard to the agreement applications covered by the ToR, 11 agreements were concluded in 2023, with total injection power into the RESP of 3,185 MVA corresponding to power plants connecting to the RNT. In 2024, seven agreements were signed with the Distribution System Operator to enable power reception capacity in the RND, corresponding to 360 MVA. Also, in relation to the agreement applications covered by the ToR, 23 agreement requests to connect 5,083 MVA to the RNT and a number of agreement requests to connect 976 MVA to the RND are being studied.
At the end of 2024, 74 procedures for connection to the RNT were underway (51 production facilities and 23 consumption facilities).
Also in 2024, seven photovoltaic plants with a total of 689.52 MVA connection power and one wind farm with 25 MVA connection power, concluded the process to connect to the RNT. The connection of a hydro plant part of the Tâmega Power Production System with connection power of 180 MVA was also concluded.
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II
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REN's mission is to guarantee an uninterrupted supply of gas and ensure supply security, managing the National Gas Transmission Network (RNTG), the interconnections with the Spanish network, the Liquefied Natural Gas Terminal (LNGT), the underground gas storage facilities and part of the Gas Distribution Network through REN Portgás. This mission requires ongoing effort and dedication based on values such as impartiality and the promotion of competition, seeking to create efficient solutions that minimize investment and operating costs, without losing sight of medium and long-term strategic evolution, which involves the decarbonization of infrastructure and balanced architecture in the National Gas System (SNG).

I

Reception | Provisioning | Transmission | Distribution | System management
high-pressure gas network.
50
5.7% Initial base remuneration rate for gas distribution
5.3%
Remaining activities
The following REN activities are subject to economic regulation by the Energy Services Regulatory Authority (ERSE):
• Gas distribution - through REN Portgás Distribuição, S.A.
The new regulatory period which started in January 2024 (2024-2027) did not undergo any substantial changes in relation to the 2020-2023 period, and only the regulatory parameters were updated, more specifically: i) those relating to the recovery of operating costs (fixed costs, variable costs, and efficiency factors per activity); (ii) the incentive to recover electricity costs at the Terminal; and (iii) the reference remuneration rates.
The incentive to Optimise Demand Forecasts was introduced into Distribution with the aim of signalling to distribution network operators that they should make economically rational investment decisions from a long-term systemic perspective. The goal is to hold them responsible for their assumptions with respect to the evolution of gas demand (energy and number of customers), which serve as the basis for the investment considered in the approved Gas Network Development and Investment Plans (PDIRDG).
Average duration of interruptions min/ p5 2.6 5.80 4.26 3.88 3.85
In this new period, the indexing of the remuneration rate is maintained at the annual arithmetic mean of the daily trading yield on 10-year Portuguese Republic Treasury Bonds.
The starting point now stands at 3.177% for an initial base remuneration rate of 5.7% for gas distribution business and 5.3% for remaining activities. Limits to the remuneration base rate indexed to the 2024-2027 period were changed to 3.5% and 7.8% for distribution business and 3.1% and 7.4%, for remaining activities.
The efficiency targets to apply to Opex vary between 1% and 3% per year.
5 Minutes per customer.

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II
III
51
Remuneration rate applied to the regulated asset base in Gas Distribution
5.64% 5.24%
In remaining business
Currently, for activities regulated under the incentive model, the calculation of accepted income incorporates a well-defined operating cost structure. This structure consists not only of a fixed parcel, but also variable components. The latter are adjusted according to specific cost inductors, which are previously recognized and validated by ERSE. This approach allows them to be adapted to the unique requirements of each type of infrastructure, ensuring a balance between operational efficiency and regulatory compliance.
In the first year of the current regulatory period, the approved amount for operating expenses (Opex) is established as a basis. In subsequent years, this value is adjusted in accordance with the efficiency targets defined and disclosed by ERSE. Furthermore, the rate of variation in the price index implicit in Gross Domestic Product (GDP) is considered, thus ensuring evolution aligned with both industry efficiency standards and broader economic trends.
The variable associated with the consumption of electricity at the LNG terminal (energy) evolves in line with the average annual variation in the price of electricity on the spot market and with the efficiency target set by ERSE. The gains/ losses of this incentive are limited to 10% of the real cost.
The efficiency targets for the current regulatory period vary between 1% and 2.5% per year.
Income relating to invested capital stems from the return on fixed assets in operation, net of amortisations and subsidies (RAB), at a rate set by the Regulator at the start of every regulatory period, plus the corresponding amortisations. In 2024, the remuneration rate applied to the regulated asset base was 5.64% in Gas Distribution business and 5.24% in remaining business.
The evolution of the regulated asset base of gas companies up to the end of 2024 is shown in the chart above.

REN - Portgás Distribuição REN Gasodutos REN Atlântico REN Armazenagem * E: Estimated values
Tariffs are set based on estimates of quantity and the total income permitted as calculated for each business. They include remuneration on assets, the recovery of the value of amortizations and established operating costs, by business. Tariff adjustments from previous years are also included.
The adjustments are recovered or returned on a transitional basis every year based on estimates. The real value of adjustments arising from the differences is recovered
or returned two years after they have occurred based on possible provisional adjustments. This sum is remunerated at a regulated rate equal to the 12-month Euribor average seen each year, plus a spread published annually by ERSE for the year in question.
At the end of 2024, the balance of differences was 39.6 million euros to be recovered by REN.
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| (RNTG); • The Sines Natural Liquefied Natural Gas Terminal (LNGT); and |
|||||||
|---|---|---|---|---|---|---|---|
| • The Carriço Underground Storage (US). |
|||||||
| Diameter (mm) |
Length (km) |
GRMS | JCT | BV | ICJCT | CTS | |
| Gondomar – Braga | 500 | 19 | 32 | 27 | 6 | 2 | |
RNTIAT (National Transmission, Storage
Transmission and storage
Technical infrastructure
of all the infrastructure for receiving and transmitting gas by gas pipeline, underground storage and reception, storage, and regasification of liquefied natural gas.
The three infrastructures that make up the RNTIAT are:
• The National Gas Transmission Network
| LOCATIONS | Diameter (mm) |
Length (km) |
GRMS | JCT | BV | ICJCT | CTS | |
|---|---|---|---|---|---|---|---|---|
| RNTG | 150-800 | 174 | 85 | 66 | 45 | 5 | 2 | |
| Batch 1 | Setúbal – Leiria | 700 | 164 | 24 | 16 | 11 | 3 | |
| Leiria – Gondomar | 700 | 50 | ||||||
| Batch 2 | Gondomar – Braga | 500 | 19 | 32 | 27 | 6 | 2 | |
| Bidoeira - Carriço | 700 | 220 | ||||||
| Batch 3 Campo Maior – Leiria | 700 | 74 | 8 | 5 | 7 | 1 | ||
| Batch 4 Braga – Valença | 500 | 184 | 4 | 4 | 5 | 1 | ||
| Batch 5 Monforte – Guarda | 300 | 68 | 6 | 1 | 8 | |||
| Batch 6 Mealhada – Viseu | 500 | 87 | 5 | 3 | 6 | |||
| Batch 7 Sines – Setúbal | 800 | 29 | 6 | 8 | ||||
| Batch 8 | Celorico – Guarda | 300 | 48 | |||||
| Mangualde – Celorico | 700 | 258 | 2 2 |
|||||
| High-pressure branch lines | 150-700 | 258 |
The RNTG is the infrastructure used to receive, transmit and
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↘ RNTG – characteristics
from 2013
1,375 km
Stabilization of the total length of the RNTG

The RNTG is supervised from a national dispatch centre using redundant fibre-optic technology telecommunication systems, which connect the gas pipeline stations, the Sines LNGT and the Carriço
Underground Storage facility. All systems are equipped with digital communication, especially with regard to alarms and the reading of network input and output flows. This allows for the best international practices to be adopted both in relation to information quality and supervision response.
In 2024, the maximum values of available capacities for commercial purposes at the relevant points of the RNTG are shown in the following table.
| GWh/ day | Mm3(n)/ day | |
|---|---|---|
| INPUT | ||
| Sines | 200 | 17 |
| Carriço (withdrawal US) | 85.7 | 7 |
| Iberian6 – VIP | 144 | 12 |
| OUTPUT | ||
| Sines7 | - | - |
| Carriço (Injection US) | 24 | 2 |
| VIP – Iberian | 80 | 7 |
| Total delivery points | 95 | - |
6 Iberian VIP: virtual interconnection point between the Portuguese and Spanish gas systems which includes the capacities of both the existing physical interconnections, more specifically, Badajoz/ Campo Maior and Valença do Minho/ Tuy.
7 Daily stated capacity, considering the forecast operating conditions for each day.
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The Sines LNG Terminal includes all of the infrastructure for receiving and dispatching methane carrier vessels, storage and regasification of LNG to the transmission network. It also loads tanker trucks with LNG which supply the Autonomous Gas Units (AGUs). The capacity for each of these activities is shown on the right.
The TLNG infrastructure also enables full or partial loading of methane carrier vessels.

2,569 GWh
LNG storage capacity corresponding to two 120,000 m3 tanks

Nominal issue capacity of the LNGT
The port facility includes a mooring quay, articulated unloading arms and unloading lines and LNG vapour recirculation and return lines. Unloading capacity is 10,000 m3/ h of LNG for methane carrier vessels with volumes from 40,000 to 216,000 m3 of LNG.
After unloading, the LNG is stored in tanks where it is kept at a temperature of -160ºC and a pressure close to atmospheric pressure. Storage capacity is 2,569 GWh, corresponding to two 120,000 m3 tanks of LNG and one tank of 150,000 m3 of LNG.
Regasification is a physical process to vaporise LNG which uses heat exchange of the gas with sea water in high-pressure vaporisers. The nominal issue capacity of the LNGT is 321 GWh/ d (equivalent to 1,125,000 m3(n)/ h), with a peak hourly capacity of 1,350,000 m3(n)/ h).
The TLNG allows tanker trucks and cryogenic LNG tank containers to be loaded, ensuring the supply of AGUs located in areas of Portugal not served by the National Gas Distribution Network (RNDG). The terminal has three filling bays with total capacity of 195 m3/ h of LNG (36 tanker trucks/ day).
At the Carriço underground storage facility, gas is stored at high-pressure in cavities cut out of the saline massif, at depths of more than 1,000 metres. The six cavities currently in operation use the same surface gas station which allows bi-directional flow, in other words, the injection of gas from the transmission network into the cavities and withdrawal from the cavities to the transmission network.
The main features of the Carriço underground gas storage complex are as follows:


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REN Portgás Distribuição (Portgás) is a public service concessionaire gas distribution company, operating in 29 municipalities along the northern coastal region of Portugal, in the districts of Porto, Braga and Viana do Castelo.
In demographic terms, the concession zone corresponds to 4,365 km2 in area, divided into 29 municipalities with 840 wards, which have a resident population of approximately 2,627,000 people, representing around 1,257,000 dwellings.
The goals of Portgás are to ensure transparent and non-discriminatory treatment of customers, have a clear policy of investment in projects to connect new supply points throughout the network to expand existing infrastructure, and develop new areas. The company is also working to prepare the infrastructure for the introduction of renewable gases to help in the decarbonization of the economy and ensuring return on investment in the SNG.
Portgás infrastructure is supplied by 12 GRMS that inject gas into mediumpressure networks, which, in turn, supply 91 network Reduction and Metering Stations (RMS). There are six GRMS interconnected by primary network ring systems (medium-pressure) while the other six GMRS are isolated, ensuring the supply
of the secondary network sub-systems (low-pressure).
The six interconnected GRMS supply the network systems of the Porto Metropolitan Area, Vale do Ave and Vale do Cávado. In addition to these three systems which consist of two GRMS each, there are a further two sub-systems in Valença and Ponte de Lima which are fed directly by the REN Gasodutos high-pressure network, as there is practically no medium-pressure distribution network. In Viana do Castelo, Paredes de Coura, Vila Nova de Gaia and Avintes, Portgás has built a primary network with some extension lines up to the supply of RMS.
With respect to the secondary network, the 91 RMS are distributed throughout the concession area and are concentrated in the large urban areas – Metropolitan Porto and Braga – and in Vale do Ave, where there is a high concentration of industrial clients. A significant number of the RMS are interconnected, with a total of 41 network sub-systems, 25 of which are isolated and 16 in ring formation.




At the end of 2024, Portgás gas distribution infrastructures included assets consisting of:

Low-pressure network
and
Up to the end of 2024, the safe and continuous supply of gas was ensured to the 29 municipalities in the concession area, supported by a distribution network with a total length of 6,627 km and with 409,000 active supply points, corresponding to a penetration rate of 33%. Around 5.7 TWh of gas was transmitted during the year.
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| Gas distributed (TWh) | 5.7 | 5.7 | 6.0 | 7.6 | 7.3 |
| Network length (km) | 6,627 | 6,485 | 6,316 | 6,118 | 5,897 |
| No of supply branch lines | 155,969 | 151,739 | 147,149 | 141,457 | 135,115 |
| Active supply points | 408,562 | 406,209 | 402,754 | 395,353 | 385,969 |
| Active penetration rate (%) | 33% | 32% | 32% | 32% | 31% |
| Supply points/ km of secondary network, accumulated |
73.15 | 74.41 | 75.88 | 76.99 | 78.12 |
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The indicators set out in the Natural Gas Quality of Service Regulations (QSR) had the following annual figures.
The remaining indicators for gas supply and features fell within the limits set by the QSR.
The cumulative frequency indicator of gas leakage incidents, calculated per 1,000 km of exposed infrastructure, per year and for a moveable period covering the last five years, was 0.00 in 2024. This compares with the equivalent indicator of the European Gas Pipeline Incident Data Group (EGIG), which was 0.10 in the last published report.
In 2024, there was an availability rate of 100% in LNGT operation. This figure reflects the high levels of reliability and availability of the infrastructure over more than 20 years of operation.

ZERO
Average No of interruptions per output point8
Average time of interruptions per output point9

Average duration of interruption10
GENERAL QUALITY OF SERVICE INDICATORS FOR THE CARRIÇO US FACILITY
100%
Compliance with nominations for gas withdrawal11
100%
Compliance with nominations for gas injection12
100%
Compliance with energy storage13
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GENERAL INDICATORS FOR THE QUALITY OF SERVICE OF THE LNGT
100%
Compliance with commercial service nominations
99.93%
Gas injected into the network/ requested 100%
Availability of facility
8 Average No of interruptions per output point: ratio between the total number of interruptions at output points during a specific period, divided by the total number of output points at the end of the period under consideration.
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| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| Average number of interruptions per thousand customers, accidental non-controllable | 14.80 | 9.6 | 7.5 | 9.4 | 8.2 |
| Average number of interruptions per thousand customers, non-controllable forecast | 0.2 | 0.0 | 0.0 | 0.0 | 0.0 |
| Average number of interruptions per thousand customers, controllable forecast | 0.0 | 0.0 | 0.0 | 0.5 | 0.9 |
| Average number of interruptions per thousand customers, accidental controllable | 0.0 | 0.0 | 0.8 | 0.7 | 1.4 |
| Average duration of interruptions per customer, accidental non-controllable (min.) | 3.2 | 1.8 | 1.0 | 1.6 | 1.5 |
| Average duration of interruptions per customer, non-controllable forecast (min.) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Average duration of interruptions per customer, controllable forecast (min.) | 0.0 | 0.0 | 0.0 | 0.0 | 0.2 |
| Average duration of interruptions per customer, accidental controllable (min.) | 0.0 | 0.0 | 0.2 | 0.1 | 0.2 |
| Average duration of interruptions, accidental non-controllable (min.) | 213.9 | 189.2 | 140.7 | 170.2 | 184.4 |
| Average duration of interruptions, non-controllable forecast (min.) | 142.0 | 0.0 | 90.2 | 0.0 | 0.0 |
| Average duration of interruptions, controllable forecast (min.) | 0.0 | 120.0 | 0.0 | 96.0 | 187.6 |
| Average duration of interruptions, accidental controllable (min.) | 0.0 | 240.0 | 212.5 | 132.0 | 161.9 |
| Number of interruptions (totals) | 107 | 98 | 107 | 108 | 99 |
| STANDARDS | 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|---|
| Percentage of in-person call-outs with response time up to 20 min. | 85% | 98.3% | 100% | 100% | 96% | 99% |
| Percentage of telephone calls for fault and emergency reporting, with waiting time up to 60 sec. |
85% | 95.3% | 95% | 96% | 96% | 96% |
| Percentage of commercial telephone calls, with waiting time up to 60 sec. | 85% | 94.5% | 93% | 94% | 94% | 93% |
| Percentage of readings with interval compared to previous reading less than or equal to 64 days (frequency of readings) |
98% | 98.3% | 98% | 98% | 99% | 86% |
| Percentage of emergency situations with response time up to 60 min. | 85% | 99.1% | 98.9% | 98.7% | 98.3% | 98.7% |
II

Transmitted through the RNTG
With respect to use of capacity at RNTG entry points, in 2024 a level equivalent to 85% was recorded of the maximum aggregate value.
In 2024, gas intake into the infrastructure operated by the RNTG concessionaire was predominantly from the Sines LNG Terminal (93.3%). The Campo Maior intake contributed with 1.0% and the entry point in the network via the Carriço US corresponded to 4.5%. The Valença do Minho intake also contributed with 1.1% of total intake into the infrastructure.
The side graph shows the breakdown of intakes into the transmission system.
In 2024, the 49,896 GWh (around 4.19 bcm) transmitted through the RNTG included high-pressure national consumption, with a total of 38,438 GWh (3.23 bcm), the withdrawal of 9,220 GWh (around 0.77 bcm) of gas to Spain, the injection of gas into the Carriço US facility, which reached 2,160 GWh (0.18 bcm) and the withdrawal of 78 GWh (around 0.01 bcm) from the national
system through the Valença do Minho-Tuy interconnection.
With regard to the use of system capacity, in 2024 the maximum daily intake figure for the RNTG through the Virtual Interconnection Point (VIP), Campo Maior and Valença do Minho, was 76.2 GWh, recorded on 10 January, and 203 GWh through Sines on 12 December.
With respect to use of capacity at RNTG entry points, in 2024 a level equivalent to 85% was recorded of the maximum aggregate value made available commercially to the market at the three entry points in the transmission network, the Sines LNG Terminal, the Iberian VIP (between Portugal and Spain) and the Carriço US facility. This figure was slightly above the value recorded in 2023 (84%).

II
53 9% Methane tanker unloading operations in 2024

Fall in the number of unloading operations compared to 2023
The increase in the use of the Sines LNG Terminal in relation to the Iberian VIP is based on a market logic followed since the start of the second half of 2018 and stems from the international situation, namely the greater supply of LNG from shale gas from the United States of America and the current supply shortage in Europe resulting from the military conflict in Ukraine. The following graph shows the daily use of each of the abovementioned infrastructures.


At the Underground Storage infrastructure, maximum daily withdrawal reached 86.3 GWh on 25 March while injection reached 36.1 GWh on 24 August.
In 2024, 53 methane tanker unloading operations took place at the Sines LNG Terminal to supply the National Gas System (SNG). There was a fall in the number of unloading operations with respect to the previous year of 9%. Taking into account the amounts actually unloaded, the final variation in energy terms corresponded to - 8.3%. At the end of 2024, the total number of tanker reception operations since the infrastructure opened stood at 877.
In 2024, annual accumulated figures for gas intakes into the transmission network broken down into the Sines LNG Terminal, to supply LNG to the national gas network, and gas through the Iberian VIP, were 98% and 2%, respectively.


Since 2021, with the entry into operation of the Organized Gas Market, there has been an increase in the number of market agents registered at MIBGAS.
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System Management activity, consists of the supervision and control of the National Gas Transmission Network, from the Dispatch Center. Normal operation takes place from the centre located in Bucelas, while emergency operation is located in Pombal. Activity also includes the General Technical Management of the National Gas System (SNG), which includes the LNG Terminal and Underground storage, and coordination among the different entities with impact on the system. Of note in 2024:
• Systemic coordination of SNG infrastructure, ensuring integrated and balanced operation, as well as the safety and continuity of gas supply in the short, medium, and long-term, including
the management of interconnections, monitoring of security reserves, and monitoring of gas quality;
Since 2021, with the entry into operation of the Organized Gas Market, there has been an increase in the number of market agents registered at MIBGAS. At the end of 2024, there were 27 agents registered on the platform (three more than in the previous year). There were no changes to the shortterm gas product offers that may be traded in the abovementioned market, with delivery in Portugal, and it is still possible to transact intraday, daily and weekend products. In 2024, a total of 632,855 MWh of gas were traded on the MIBGAS platform, which represents 462,410 MWh more than that recorded in 2023, corresponding to growth of around +271%.
This growth represents a significant increase in the liquidity of the organized market in the VTP, with the entry into force of Order No 7310/2023, which sets out the conditions applicable to SNG dominant operators in the performance of the market creation service. The implementation of this order in 2024 was clearly influential in this increase in liquidity.
With respect to network code for network balancing, a significantly more comprehensive role was seen for infrastructure users. Users have a key responsibility to ensure continuous balance between incoming and outgoing flows in transmission networks. Moreover, it is the responsibility of the General Technical Manager to perform balancing actions
on the network whenever necessary. In order to achieve this, transactions conducted on the organized market platform are employed, thus ensuring the efficiency and stability of the system. The General Technician Manager carried out 44 network balancing actions at MIBGAS for the purchase of gas, totalling 91,160 MWh and 38 network balancing actions for the sale of gas in a total of 88,990 MWh.
With regard to market agents qualified to operate in high-pressure infrastructure, 2024 ended with a total of 51 suppliers with signed contracts of which 35 were active in the SNG. Contributing to this number were six new market agents during 2024.
With respect to coordination responsibilities regarding information of a commercial nature, the response to information requests
| Month | MWh | Average purchase value €/ MWh |
|
|---|---|---|---|
| No OF PURCHASING ACTIONS | |||
| 6 | January | 12,000 | 32.57 |
| 3 | March | 5,500 | 27.60 |
| 3 | April | 1,850 | 32.27 |
| 2 | May | 3,500 | 35.61 |
| 2 | June | 3,500 | 35.48 |
| 7 | July | 12,260 | 34.69 |
| 7 | August | 14,100 | 39.13 |
| 7 | September | 13,000 | 37.09 |
| 4 | October | 6,450 | 41.32 |
| 3 | December | 19,000 | 46.78 |
| 2 | January | 6,000 | 31.09 |
|---|---|---|---|
| 3 | February | 4,100 | 23.07 |
| 3 | April | 3,600 | 27.17 |
| 1 | May | 2,000 | 31.18 |
| 7 | June | 6,269 | 33.90 |
| 4 | August | 5,325 | 37.48 |
| 5 | September | 16,939 | 37.00 |
| 7 | October | 22,315 | 38.85 |
| 1 | November | 6,000 | 36.51 |
| 5 | December | 16,442 | 44.29 |
and complaints plays an important role in ensuring the ongoing satisfaction of infrastructure users.
345
Information requests received by REN Gasodutos
60
Complaints in 2024
in 2024
In 2024, REN Gasodutos received 345 information requests and 60 complaints, corresponding to 53 fewer requests and eight fewer complaints than last year. In 2023, information requests were processed with an average response time of 2.2 days and complaints with an average response time of 0.5 days, figures with slight differences to the average times recorded for 2023 of 1.1 days and 0.7 days, respectively.
REN Atlântico received two information requests and five complaints, one more information request and three fewer complaints than in 2023. Information requests were processed with an average response time of 0.0 days, a much lower figure than the previous year of 11.0 days. Complaints were processed with an average response time of 0.6 days, a slightly slower time than the average seen in the previous year of 0.5 days.
As was the case in 2023, no requests for information or complaints were made to REN Armazenagem in 2024.
Compared to 2023
Compared to 2023
-53
-8
III
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46.645 Twh NG issue

In 2024, the RNTG infrastructures was operated with dedication and competence to ensure the continuity of supply security and network operations.
Multi-annual asset integrity management programmes were also continued where in-line inspections, coating inspections, defect characterization, and anti-corrosion treatment were of note.
In addition to programmes for the technological updating and analysis of metering systems, end-of-life asset remodelling programmes were also followed up. These programmes focused on energy efficiency, restoration and upgrading, instead of indiscriminate replacement.
Solar energy panels (thermal and photovoltaic) were also installed at GRMS, in line with the decarbonization objectives for this type of asset.
Remodelling work in 2024 included the upgrading of temporary stations, transformation points, self-consumption meters and, valve actuators.
Also of note was the emergency work to replace a damaged tube caused by unauthorized third-party interference on line 10001 (the Portalegre/ Guarda gas pipeline - Batch 5). This work was performed using the cold cut method, without any interruption to supply of SNG consumers.
In 2024, the LNG Terminal maintained a high rate of use and unloaded a total of 53 LNG tanker vessels, corresponding to total unloaded energy of 48.461 TWh. This represents a reduction of 8.6% in vessels and 6.1% in terms of energy. NG issue stood at 46.645 TWh plus a further 2.161 TWh of LNG shipped by road.
In the same period, 7,332 tanks were loaded, corresponding to a total of 2.161 TWh, which represents an activity increase of around 7.7%.
The maximum daily issue from the Terminal into the network was on 12 December, with a total of 203 GWh.
Further to the commitment to ensure the availability and safety of facilities, the terminal operation team conducted a range of work on specific assets in 2024. This work included the extensive remodelling of the LNG pumping system and the replacement of the marine loading arms. It should be noted that this last project was carried out in such a manner that the reception of methane tankers was not affected.
The average level of gas stocks in the
US infrastructure during 2024 had a small variation of -4% compared to the previous year. This figure reflects the use of stocks by the trading agents, distributed over the year, and with lower activity in the last quarter. However, injection always compensated for withdrawal, which allowed reserves to be kept stable throughout 2024. The variation in stocks seen at the US throughout 2024 was very low (3% compared to 2023), and
the reserve levels that ensure supply security were never compromised. High levels of stocks made it possible not only to guarantee that consumption needs were covered during the winter, but also to provide availability of gas to meet fluctuations in electricity production and to prevent contingencies caused by possible supply disruptions through the usual channels due to market uncertainties.
14 Figures indicated do not include cushion gas (permanent volume of gas maintained in caverns in order to safeguard their structural stability).
Carriço Underground Storage Infrastructure (REN Armazenagem)
During 2024, this infrastructure has continued its key role in ensuring supply security and in managing peak demand efficiently. Total gas transmitted, in energy terms, resulted in 4,408 GWh, divided into 2,247 GWh withdrawn and 2,160 GWh injected, an increase of 12.8% and 17.3%,
respectively. Overall own consumption by the gas station in 2024 corresponded to 17 GWh.
At the end of the year, compared with 2023, the following balance of stocks was seen:
| 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Gas stocks at REN Armazenagem (GWh)15 | 3,530 | 3,624 | 3,696 | 2,439 |
| Average daily level of gas stocks at REN Armazenagem (GWh) |
3,450 | 3,502 | 3,306 | 1,780 |
| In 2024, REN Atlântico | |
|---|---|
| also performed | |
| three drills: | |
One safety drill (PEI-SEVESO), with the involvement of external entities; 1
REN Atlântico
One external audit (APA) and two internal audits under
and Occupational Health Management System;
One audit conducted by a third party under the APS
One external audit (APCER) and one internal audit for the verification of the Integrated Quality, Environment, Safety
One audit relating to the quality of service for Natural Gas; and One audit with respect to compliance with the ISPS code.
the SEVESO Directive;
1
2
3
4 5 concession contract;
conducted five audits,
all with positive results
One relating to the application of self-protection measures; and 2
One for the protection (ISPS) of the LNG Terminal. 3
15 The figures indicated do not include cushion gas.

In addition to concession contract activities, REN Armazenagem continued its upgrading and renewal programs, in cases of obsolescence of assets at end-of-life. Assets works, in 2024, included anti-corrosion treatment, uninterrupted power supplies, safety valves, and firefighting control.
With regard to environmental sustainability, the control and reduction of methane emissions were strengthened and a photovoltaic power production unit was installed for self-consumption, in line with the policy to decarbonize assets.
The distribution network, with a total length of more than 6,627 km in 2024, requires ongoing management, monitoring, diagnostics and maintenance. One of the company's priorities is to increase the overall quality of the natural gas distribution system, maintaining a high level of safety and reliability in the operation of the distribution network.
On 4 August 2024, the new European Regulation 2024/1787 on the reduction of methane emissions in the energy sector entered into force. This regulation will have considerable impact on Portgás operations as leak detection is now required every three years, requiring more frequent and more detailed emission reporting, as well as an obligation to reduce overall emissions.
To increase detection over greater network length in a shorter time so as to comply with the new regulation, a new experimental method of leak detection was employed with the use of a vehicle. The leak detection vehicle covered all of five municipalities and also completed a sixth municipality which had already been partially checked on walk-throughs. The strengths of this method include speed, as it can cover around 75 to 80 km per week in contrast to the 25 to 30 km per week of detection on foot, and its high efficiency in detecting network leaks. A disadvantage is that it is
less effective in detecting leaks in general trip boxes. Based on the new regulation, the general trip boxes fall outside the scope of what is considered network and are therefore excluded from the leakage testing requirement. However, given that Portgás is fully committed to customers and safety, leak detection will always involve a walk-through survey of general trip boxes after vehicle searches in the network.
As a result of the new regulation, there was an increase in the systematic search for leaks from the distribution network conducted in 2024. Leak detection covered a total of 2,722 km, of which 2,456 km were secondary network and 266 km primary network, broken down over 18 concession municipalities. 1,928 leaks were detected, 189 of which were in the network and 1,739 were in customer general trip boxes or RPM. The ratio of leakage per km in the secondary network was 7.7 leaks/ 100 km,
higher than the figure for the previous year (5.9 leaks/ 100 km).
The insulation of steel piping is a passive protection measure for this asset and the integrity of the steel contributes decisively to its good condition. As such, insulation failure detection aims to locate insulation failures via indirect inspection and assessment of the severity of insulation failure, identifying areas where corrosion may have occurred or is occurring, in order to ensure infrastructure integrity and safety.
In 2024, insulation failure detection was carried out on 79 km of network installed in the municipalities of Viana do Castelo, Trofa, Vila Nova de Gaia, and Vila Nova de Famalicão, where 159 failures requiring repair were detected. Isolation failure ratio was 2.01 insulation failures/ km, higher than the average of the last four years (1.80 failures/ km).



segment
-1%
Compared to 2023
3,344 GWh
The "medium-pressure" segment
-3%
Compared to 2023
From a commercial development perspective, at the end of 2024, 408,562 supply points were connected, 2,353 more than at the end of the previous year. This is the result of ongoing effort to create infrastructure and adapt buildings enabling them to use natural gas.
Considering the segmentation based on annual consumption and type of connection to the network, the total number of supply points is concentrated in the "Lower Low-Pressure" segment, billing with annual consumption of up to 10,000 m3, with 406,789 supply points, corresponding to 99.6% of total active supply points. This segment grew 0.6% in relation to 2023, with the addition of 2,318 new supply points.
The "Higher Low-Pressure" segment points billed at low pressure with annual consumption exceeding 10,000 m3/ year, corresponds to 0.4% of the total, with 1,647 active supply points at the end of 2024. This represents growth of 2.6% over the previous year with an increase of 42 supply points.
The "Medium-Pressure" segment - supply points billed as medium-pressure, represents the smallest weighting in total supply points, with 126 active at the end of 2024, seven fewer than in 2023.
Active supply points essentially consist of residential and small services customers connected at low pressure. Large-scale consumers, connected at both low as well as medium-pressure, represent only 0.4% of all supply points.
At the end of 2024, the total of supply points in the infrastructure and ready-to-receive natural gas stood at 478,118, of which 69,556 are available for contracting on the market. In other words, at the end of 2024, around 15% of the total available did not have an active supply contract with a trader.
In a market development perspective, energy delivered in 2024 in the Portgás distribution network stood at 5,678 GWh of natural gas in the three concession area districts. With respect to the previous year, this represents a fall of 0.7% in distributed energy, corresponding to a decrease of 38 GWh.
The contribution of the different market segments to this decrease in energy varied. The segment referred to as "Lower Low-Pressure" accounted for 1,133 GWh – 20% of the total of distributed energy, falling by 8% over figures for 2023 The "Upper Low-Pressure" segment accounted for 1,201 GWh – 21% of the total, with a decrease of 1% compared to 2023. The "medium-pressure" segment provided 3,344 GWh – 59% of the total, a fall of 3% compared to the previous year.
The high consumption segment (>10,000 m3/ year), connected both at medium and low pressure, absorbed 80% of the gas transmitted in the network, corresponding to 4.5 TWh, confirming the relevance of this segment in the distribution of natural gas.
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II


Compared to 2023
In 2024, around 64,000 operations were carried out at consumption points, 11.4% less than in 2023. This reduction was mainly caused by a 34% reduction in orders for technical alterations. Despite this reduction in supply activations (4% less than in 2023), this type of operation has greater expression in the total, representing 30% of all operations at consumption points,
with a total of 19,000 activations. In 2024, 12,400 technical alteration orders were carried out, representing a reduction of 34% compared to 2023. Included in this type of operation at consumption points was the planned replacement of approximately 4,800 volumetric membrane meters as part of a campaign to scrap meters at the end of working life.


II

In 2024, a total of 5,374 emergency interventions and breakdown requests were dealt with at consumption points, representing a reduction of around 0.8% over 2023. In this work, 3,334 (62%) were considered as emergency work while the remainder 2,040 (38%) was considered as technical assistance. The indicator number of interventions per thousand supply
points remained in line with figures for the previous year.
In 2024, there was a slight increase in average response times, both for emergencies as well as technical assistance, when compared to the previous year. The average emergency response time increased by half a minute (from 29 to 29.5
minutes) and the response time for technical assistance increased by 1.2 minutes (from 39.3 to 40.5 minutes). Although there was a slight increase compared to the previous year, greater effort has been made to raise awareness among partners, combined with improved allocation of resources.
The main threat to the security and integrity of the REN Portgás natural gas distribution network comes from work undertaken in the immediate surroundings of the infrastructure by external entities. During 2024, there were 86 network and branch ruptures, a new annual maximum for this type of occurrence,
representing an increase of 18% compared to the previous year.
In 2024, REN Portgás continued a programme of demanding audits which sought to involve the entire organisation, using different means, so as to provide a critical and comprehensive analysis of its business processes. As such, in December 2024, APCER carried out an integrated external audit to monitor benchmarks for Quality (ISO 9001), the Environment (ISO 14001), Occupational Safety (ISO 45001), Business Continuity (ISO 22301), Asset Management (ISO 55001) and R&DI (NP 4457).
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| No of calls | 24,713 | 25,523 | 24,764 | 27,805 | 27,979 |
| No of interventions at supply points | 5,374 | 5,415 | 5,706 | 5,756 | 5,253 |
| No of interventions/ 1,000 supply points | 13.2 | 13.3 | 14.2 | 15.0 | 14 |
| No of emergencies | 3,334 | 3,318 | 3,538 | 3,784 | 3,195 |
| Average emergency response time (min.) |
29.5 | 29.0 | 27.2 | 29.1 | 30 |
| No of technical assistance operations | 2,040 | 2,097 | 2,168 | 1,972 | 2,058 |
| Average call-out response time (min.) | 40.5 | 39.3 | 38.0 | 41.5 | 44 |
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| Ruptures | 86 | 73 | 78 | 79 | 75 |
| Km of network | 6,627 | 6,485 | 6,316 | 6,118 | 5,897 |
| Ruptures / 1,000 km | 13 | 11 | 12 | 13 | 13 |
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In November 2023, the European Commission implemented the 1st European Union List of Projects of Common Interest (PCI) and Projects of Mutual Interest (PMI).
In November 2023, the European Commission implemented the 1st European Union List of Projects of Common Interest (PCI) and Projects of Mutual Interest (PMI), which includes two national projects for 100% hydrogen that make up the H2med corridor: the Celorico da Beira - Zamora interconnection ('CelZa') and the remaining national hydrogen transmission network.
In 2024, REN submitted the abovementioned projects for European funding through the CEF - Connecting Europe Facility, and results are expected to be published in early 2025.
Additionally, in partnership with other organizations involved in the H2med project, a Call for Interest was launched to the market on 7 November 2024, with the aim of quantifying interest in the use of infrastructure in this corridor. The results of this initiative were made public in February 2025.
In November 2024, REN submitted an application for the 100% Hydrogen Celorico da Beira – Zamora interconnection ("CelZa") and the national hydrogen transmission axis to the 2nd European Commission list for PCI/ PMI, the results of which are expected at the end of 2025.
The final draft of PDIRG 2024-2033 was delivered to DGEG in November 2023. At the end of 2024, work was started on the preparation draft plan for the 2026-2034 period (PDIRG 2026-2035).
During 2024, the National Gas Transmission Network (RNTG) infrastructure was certified by an independent third party, for the transmission of mixtures of up to 10% hydrogen with natural gas, in accordance with the decarbonization targets set out in the National Energy and Climate Plan (PNEC 2030). This certification requires an Action Plan, the implementation of which is awaiting approval from the Granting State.
Throughout 2024, several investment projects were completed in order to ensure the safety, resilience, sustainability and operability of RNTIAT facilities in service, in accordance with regulatory criteria and in compliance with obligations for concessionary activities. Investment also took into consideration the assessment carried out by RNTIAT operators on the status of assets in operation.
Several projects were completed to remodel and modernize assets in service, which included the remodelling of heating systems, the reconditioning
of station roofs, the upgrading of video surveillance systems and the installation of photovoltaic and solar thermal panels in the GRMS for pre-heating water in heating systems. These actions contributed to the decarbonization of the assets by reducing self-consumption of natural gas in boilers and the electric energy required to operate the assets. At the Sines LNG Terminal, an important project to replace the marine unloading/ loading arms was completed. These arms were installed when the Terminal was built in 2003 and could no longer ensure reliability of operation. This is critical equipment and unavailability would make it impossible to carry out operations with tankers.
At REN Portgás Distribuição, the investment plan is implemented in compliance with infrastructure growth strategy based on two pillars:

To this end, the investment made in 2024 resulted in the implementation of various investment projects spread across the 29 municipalities in the concession area. Investment in the distribution network led to an increase of 126.3 km in the secondary network and 15.7 km in branch lines. To ensure the interconnection of the natural gas distribution networks to customer premises, 4,230 branch lines were built, corresponding to a ratio of 1.5 supply points per branch line.
In 2024, focus on the densification of the supplied areas continued, with the ongoing aim to maximize the use of existing infrastructure. However, with the advance made into more peripheral areas and due to the greater dispersion of housing stock, even greater effort is required to achieve this objective. For this reason, careful selection of network layout and deciding on the best investment opportunities become
even more critical if our goals are to be achieved.
Investment in the distribution
network led to an increase
network and 15.7 km in
branch lines.
of 126.3 km in the secondary
Throughout the year, ongoing work to capture new supply points resulted in interior network for natural gas supply being provided for 3,466 dwellings, while 1,649 facilities were adapted. Additionally, 1,200 new supply points were acquired in the new market, i.e. homes already equipped for natural gas, and 55 new supply points for large-scale consumption, which made it possible to reach a total of 6,370 new supply points in the year. Investment in supply points required the installation of around 547 regulators and the installation of around 22,000 meters. Of these, around 8,000 refer to renovation in compliance with the legal requirement to replace metering equipment after 20 years in operation.
As part of the decarbonization and
126.3 km Increase in the secondary network

Branch lines
3,466 New supply points with interior network for natural gas supply
digitalization strategy for REN Portgás assets, several energy transition projects were carried out for gas distribution, providing for the injection of renewable gases into the infrastructure.
In line with the recommendations of the PDIRD of recent years, REN Portgás has focused on implementing various digitalisation and decarbonisation projects. These projects enhance the carbon neutrality of the activity carried out, either by integrating new solutions into its activity or by injecting gases of renewable origin into infrastructures. This approach contributes to the company's vision of being a benchmark utility in the creation of value, innovation, and sustainability, with a greater positive impact on society.
In order to comply with legislation (Decree-Law No 62/2020 of 28 August) and regulations in force (Order No
1,649
Facilities adapted for gas consumption
806-B/2022 of 19 January), Portgás has carried out a range of projects to determine the actions required to ensure the transmission of gases of renewable origin, biomethane and hydrogen in the infrastructure. These projects address different issues relating to the transmission of hydrogen in a gas mixture and 100% pure, such as: compatibility of existing assets, identification of possible changes, requirements to be applied to future assets to be acquired, changes in operating procedures and adaptation/ creation of IT systems that ensure quality control of the gas transmitted and correct energy billing to end customers.
The following projects, carried out within the scope of the transmission of renewable origin gases during 2024, stand out

Study of the impact of injecting hydrogen into low-pressure networks which concluded that mixtures of up to 20% hydrogen could be transmitted.
Adjudication of the implementation of the Gas Quality Control System.
Installation of the first chromatography unit in the infrastructure.
Installation of the first smart meters, capable of obtaining data with time details and NBioT communication system that will allow the consumption profile of end customers to be improved.
Study of the potential of biomethane in the concession area.
Further to the completion of the project to evaluate the compatibility of the mediumpressure network for hydrogen transmission in 2023, a report by the scientific partner was drawn up and suitability certificates were issued for the transmission of hydrogen in the medium-pressure infrastructure; during 2024 a study was concluded for the transmission of mixtures of up to 20% of hydrogen with natural gas in the low-pressure network. The documents drawn up for these projects were sent to the Directorate General for Energy and Geology (DGEG) to request authorization to carry hydrogen in medium and low-pressure infrastructure, based on an investment plan which was determined as necessary to ensure the correct delivery of gas mixtures with 20% hydrogen with natural gas, and for the transmission of 100% hydrogen.
In 2024, the installation of a selfconsumption unit (UPAC) was started in the Portgás building, with the goal of reducing scope 2 emissions from its activity.
In this UPAC project, the electricity requirements of the building were calculated, including the installed power of electric car chargers, and an additional reserve was included for the possibility of producing green hydrogen.
In 2023, the implementation of new REN Portgás core systems began, a project that will continue until 2026. In 2024, of note were several activities underlying this project which led to the preparation of Low-Level Design documents in accordance with stated requirements. It should also be noted that this project, named "ENTER", aims to achieve the extensive replacement of Portgás core systems with the goal of increasing their resilience and reliability. Emphasis is on processes to update and integrate with other systems while carrying out all the necessary preparations for future integration with other tools that can further leverage the business. The target is to provide a more effective and efficient response for SNG customers and other stakeholders.
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Sustainability is one of the key pillars of the REN strategy, which is based on five areas of action:

With this in mind, environmental protection and the implementation of practices that conserve and protect ecosystems and biodiversity, while also reducing greenhouse gas emissions, are priority objectives. REN has taken on the role of facilitator in the energy transition and decarbonization of the energy sector, more specifically, in the gas sector, aligning the company with global sustainability goals and actively contributing to a more sustainable future.
As part of decarbonization initiatives, REN is promoting the reduction of methane emissions by implementing programmes aligned with the good practices of OGMP 2.0 (Oil & Gas Methane Partnership 2.0) and
increasing the frequency of detection, monitoring and reducing the time between identifying and correcting leaks.
REN has implemented the UNEP (United Nations Environment Programme) OGMP 2.0 framework which is considered the most demanding and comprehensive for reporting methane emissions. This framework requires accurate and detailed reporting of all sources of emission, ensuring the credibility necessary to validate results with stakeholders. For the fourth consecutive year, REN Gasodutos, REN Armazenagem and REN Atlântico were awarded the Gold Standard Reporting Award by OGMP 2.0, in recognition of the company's commitment
and exemplary performance in reducing methane emissions.
In 2024, REN continued the LDAR (Leak Detection and Repair) campaign which began in 2023, reinforcing actions for leak detection and repair. In the case of Portgás, the frequency of systematic leakage detection activities in the medium and low-pressure network was followed up, consolidating the commitment to reducing emissions.
Furthermore, REN adopted Regulation (EU) 2024/1787, which lays down the rules for measuring, quantifying, monitoring, reporting, and verifying methane emissions. To find out more on REN's performance, see chapter 4.2.2 Climate change.
The strategy of the REN Portgás Distribuição Innovation Policy is to improve distribution assets while also enhancing the development of new consumption hubs to ensure a fair energy transition, with high resilience, quality of service and integration with the electricity sector.
This strategy is based on the national aim of allowing gas distribution infrastructure to act as a vehicle for local resources of renewable origin to drive industrialization and generate value for the country, where gas distribution infrastructure plays a relevant role in implementing national
I
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and European directives, on a path to decarbonization and carbon neutrality. Based on this very strategy, REN Portgás Distribuição has launched projects to ensure the compatibility of its infrastructure with 100% of renewable gases, more specifically, hydrogen and biomethane.
As such, in accordance
with the Prior Registration
of 13 requests for decisions
to connect green hydrogen
production projects
to the RNTG.
Procedure, during 2024 DGEG
sent the RNTG operator a total
With regard to connecting new renewable gas production plants, more specifically, "green" hydrogen and biomethane, as part of our General Technical Management of the National Gas System, REN is responsible for coordinating injection conditions and entry into the system. The goal is to maximize the intake capacity of renewable or lowcarbon gases into the National Transmission Network (RNTG), while maintaining quality and safety conditions.
As such, in accordance with the Prior Registration Procedure, during 2024 DGEG sent the RNTG operator a total of 13 requests for decisions to connect green hydrogen production projects to the RNTG and one request for a decision to connect a biomethane project to the RNTG.
RENTELECOM – Comunicações, S.A. (RENTELECOM), established in 2002, is the REN Group Information and Communication Technologies (ICT) company. RENTELECOM promotes its services using the telecommunications networks which are vital for the transmission of gas and electricity, providing fibre optic services, connectivity, telecommunications projects as well as datacenter services.
RENTELECOM provides access to the optical fibres of the largest and most stable neutral trunk network in Portugal, including the largest number of interconnections between Portugal and Spain. In partnership with counterpart companies in the Spanish market, RENTELECOM has established itself as a benchmark supplier in this sector. This joint Iberian offer supports a significant part of internet and data traffic on the Iberian Peninsula, where RENTELECOM plays a key role in the digital transformation of the economy.
As part of this digital transformation process, RENTELECOM provides datacenter services through four hubs in Portugal, with emphasis on the Ermesinde and Riba de Ave datacentres, consolidating the company's position as the main neutral provider of datacenter services in the country.
With respect to connectivity and other ICT services, RENTELECOM provides tailor-made services such as: design, implementation and operation of telecommunications systems.
With a unique know-how as a result of our vast experience in the operation of critical networks and an in-depth knowledge of the market gained over decades, RENTELECOM supports clients and partners in creating differentiating value. Its work is especially relevant in the utilities, telecommunications operators and IT integrators, working with a national and international customer base.
Public telecommunications
networks operator
RENTELECOM provides access to the optical fibres of the largest and most stable neutral trunk network in Portugal.
100% OWNED BY REN
100%
9% Increase in turnover II
Following the strategic review study on its activity, and as planned, the RENTELECOM team was strengthened throughout 2024, with the aim of exploring, qualifying, and implementing growth opportunities in the fibre optic and datacenter markets.
TELECOMMUNICATIONS
With respect to financial performance in 2024, RENTELECOM saw a significant increase in turnover (+9%), with revenues divided between the corporate market (48%) and telecommunications operators (52%).
52% 48%
OPERATORS REVENUE CORPORATE MARKET REVENUE
Growth was achieved in revenue from datacenter services (+1%) and fibre optic rental (+6%), reinforcing the company's position as a reference supplier in this market. The optical fibre rental business in particular has a solid portfolio of proposals and strong prospects for short-term growth.
In the circuit rental segment, revenue remained stable compared to the previous year (+1%), as a result of the continuity
of existing contracts. In the area of design and management and maintenance services, significant growth was seen (+57%) further to the implementing of key telecommunications projects at power plants (especially solar power production plants).
In 2025, RENTELECOM will continue to strengthen its activities, with special focus on fibre optic rental and datacenter services.

Growth in the area of design and management and maintenance services especially solar power production plants

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ENONDAS– Energia das Ondas, S.A. (ENONDAS), a company fully owned by REN, was created under a concession granted by the Portuguese State in 2010, intended exclusively for the production of wave energy, in a pilot area north of São Pedro de Moel. The 45-year concession also includes authorization to build the infrastructure required to connect to the public power grid.
In 2024, ENONDAS maintained its policy of promoting and advertising the pilot zone and attended conferences and seminars with special focus on wave power, the only sector of maritime power covered by the current concession.
With regard to commercial activity, ENONDAS has maintained contacts with potential clients and sector companies, with the aim of keeping their interest active in the Portuguese Pilot Zone.
In accordance with the ENONDAS legal framework and as there have been no amendments to the provisions of Council of Ministers Resolutions No 81-A/2016 and No 12/2018, investment in 2024 was nil.
REN Trading S.A. (REN Trading), a company 100% owned by REN, managed the Power Purchase Agreements (PPA) not subject to early termination. In the management of the respective PPAs, REN Trading acquired all the power and system services from the Tapada do Outeiro Power Plant (Turbogás, S.A.).
In March 2024, with the end of the Turbogás PPA (and the TEJO Energia PPA having terminated on 30 November 2021), REN Trading's operational activity ceased, which led to the incorporation of REN Trading into REN ELÉCTRICA, through a merger process.
The merger by incorporation of REN Trading into REN ELÉCTRICA was completed in the last quarter of 2024.
Production from the non-terminated Power Purchase Agreement (PPA) from the Turbogás thermal power plant was placed on the market (MIBEL) by REN Trading.
The difference between the contract cost under the PPA and the income from the sale of power and system services supplied by the power plant, plus the operating costs, was incorporated into the General System Use tariff, paid by power consumers.
In the performance of its regulated activity as a Commercial Agent, REN Trading was a company that played an active role in the challenges presented by climate change. The management of the Turbogás plant which held the PPA was conditioned by

With regard to REN Trading's activity in the CO₂ license futures market, purchases of around 209 thousand tons of licences were recorded.

85%
Purchases of licences compared to 2023
the rules of the European Union Emissions Trading Scheme (EU ETS).
It was the responsibility of REN Trading to acquire CO2 emission licenses in line with the environmental requirements of the PPA plant, which required buying European Union Allowance licenses (EUA).
REN Trading's strategy to market the electricity production from the PPA plant in the market always took into consideration the latest CO₂ emissions forecasts and the respective costs, calculated based on the market share of EUA licences.
Thus, through the EU ETS mechanism, there is a direct impact on the operation of the electricity market, reflected in this case on the emissions of the plant and the planning of its electricity production operation. In general terms, the activity of the Turbogás plant in 2024 was impacted by a significant reduction in the spot price on the electricity market (OMIE) with respect to 2023 figures.
With regard to REN Trading's activity in the CO₂ license futures market, purchases of around 209 thousand tons of licences
were recorded, representing a reduction of 85% compared to 2023. Furthermore, the decrease in the price of CO₂ licenses contributed to a reduction of 10% in the cost of production at the Turbogás thermal power plant.
REN Trading was a regulated company whose allowed operating earnings stemmed from the accepted operating costs for 2022, 2023 and 2024. The company's operating results in 2024 correspond to the sum of REN Trading's operating costs.
REN Trading's income comes from the recognition of the entity's costs and remuneration on assets defined by Energy Services Regulatory Authority (ERSE). For 2024, the remuneration rate was 5.23%.
In 2024, the balance of the tariff difference account from the purchase and sale of electrical power, within the scope of PPA management, was 12 million euros to be received.
The sale of electricity on the market is mainly through the:

Placement of daily and intraday sale and repurchase orders on the OMIE (Iberian Energy Market Operator) exchange platform.

During 2024, active participation in the system services market decreased significantly due to a reduction in sales activity in this market to three months and a decrease in prices. The decrease in prices was caused by the increase in renewable electricity production. In this field, in addition to the Gas Consumption Management Agreement established with GALP Gás Natural, S.A. (GALP), REN Trading also accompanied the fuels markets (oil and gas) and their respective price indexes.
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In 2025, engineering consultancy in Portugal is expected to continue, driven by the acceleration of the energy transition and the consequent connection of new power generation projects to the transmission grid.
REN provides specialized engineering services in electricity, gas and telecommunications. Its expertise stems from an extensive experience and knowledge in operating and managing electricity and gas transmission systems, reinforced by a continuous focus on training and innovation.
In 2024, the key engineering consultancy activities included:
• Providing consultancy services in Portugal, including advisory support for establishing right-of-way corridors for transmission lines linked to renewable generation projects and large consumers, as well as technical design supervision and right-of-way and environmental advisory support for pipelines connecting to the gas transport network.
In 2025, engineering consultancy activities in Portugal are expected to continue, driven by the acceleration of the energy transition and the consequent increasing connection of new power generation projects to the transmission grid.
II 1.5 INTERNATIONAL
The REN Group's international presence reflects a prudent growth strategy, focused on investments aligned with the core business in Portugal, focusing on markets that offer favourable economic, institutional, regulatory and legal conditions, such as Chile.
Our activity


In February 2017, REN completed the purchase of a 42.5% stake in the share capital of Electrogas S.A., for 169 M€.
Stake in Electrogas
169M€
Acquisition value
166 KM Reversible gas pipelines
On 1 October 2019, REN acquired the entire share capital of Empresa de Transmisión Eléctrica Transemel, S.A., for €155M.
Stake in Transemel
Acquisition value
Substations

Located in Tete province, central-west Mozambique, the Cahora Bassa dam is operated by Hidroeléctrica de Cahora Bassa, S.A. (HCB). Created in February 1970 and started operations in 1977.
7.5%
Financial participation since July 2012
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III

Electricity transmission lines
Substations in the northern and central regions of Chile
The northern region of Chile, has registered significant growth in electricity generation projects from renewable sources.
The Empresa de Transmisión Eléctrica (Transemel), whose share capital was 100% acquired by REN in 2019, was established in 1999 and owns and operates 92 km of electricity transmission lines and five substations in the northern and central regions of Chile.
The acquisition of Transemel was REN's second inorganic investment in the Chilean market. Like the acquisition of Electrogas, the operation was part of REN's strategy of prudent growth in the international market.
REN is now fully responsible for managing and operating the company's assets, with a dedicated local team established to oversee this activity. Approximately 90% of Transemel income is regulated, corresponding to perpetual licences.
As part of an organic growth strategy in Chile, Transemel was awarded three new
electricity transmission concessions in 2022 and 2023, as part of the public tender for new concessions carried out by the Coordinador Eléctrico Nacional de Chile. The projects include the construction and operation of four electrical substations (Buenavista, Buli, Las Delicias and Coiquén) and an electricity transmission line of around eight kilometres. It is expected that the construction of these assets will be concluded by mid-2028.
The northern region of Chile, where most of the company's assets are located, is noted for the strong presence of the mining industry, with one of Transemel's substations located near the world's largest copper mine in Calama. This region has also registered significant growth in electricity generation projects from renewable sources, mainly photovoltaic, benefiting from the high levels of sunlight in this area.
Quality of service
The company has shown a good quality of service, with an asset availability rate of 100% in 2024 (average rate over the last 3 years was 99.8%). Furthermore, as part of the execution of the company's expansion and operation projects, there were no accidents involving either internal or subcontracted personnel.


REN acquired a 42.5% stake in the capital of Electrogas, S.A. (Electrogas), in 2017. This acquisition allowed REN to achieve one of the main goals set out in the strategic plan for the period 2015-2018, more specifically that of an international investment project.
Electrogas owns and operates a gas transmission system located in central Chile consisting of around 166 km which connects the Quintero LNG Terminal to the Santiago metropolitan area, to a branch line feeding power plants and refineries and the GasAndes gas pipeline which connects the gas systems of Chile and Argentina.
The remaining shareholder structure of Electrogas is composed of Colbun S.A. (42.5%) and the Empresa Nacional del Petróleo (ENAP) (15%), a company wholly owned by the Chilean State. The relationship between the parties is governed by a shareholders' agreement. As a shareholder of Electrogas, REN actively participates on the company's Board of Directors and at General Meetings, contributing to strategic, financial, and operational decision making.
As the sole infrastructure in the region, the Electrogas gas pipeline is vital for supplying the power plants providing electricity to central Chile as well as to the gas distributor companies in the Santiago and Valparaíso regions. The gas pipeline is technically reversible, allowing both the export and import of gas to neighbouring Argentina.
The Electrogas business model is based on solid Take-or-Pay gas transmission contracts, with no volume risk. The tariffs are indexed to the evolution of specific USA and Chilean price indexes and are updated every six months. The company's main clients include key electrical power generation companies (ENEL and Colbún), industrial organizations (ENAP) and gas distributors (Metrogas and GasValpo).
3.2 bcm Average transmitted gas per year

In the last four years, Electrogas has transmitted an average of 3.2 bcm of gas per year. According to an annual customer satisfaction survey, the company's level of service is characterized as excellent, and in 2024, as in previous years, there were no interruptions in the supply of gas in the Electrogas transmission system.
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Since 2012, REN has held a stake of 7.5% in the share capital and voting rights of Hidroeléctrica de Cahora Bassa, S.A. (HCB), a Mozambican company that manages the hydroelectric power of the Cahora Bassa Dam, one of the largest hydroelectric plants in Africa, located in the Tete province, central-west Mozambique.
2,075 MW
Hydroelectric power plant with installed generating capacity
Total production of electricity in 2024
HCB holds the concession for the management, operation, and maintenance of the facility, which consists of a hydroelectric power plant with installed generating capacity of 2,075 MW, two substations, 1,400 km of high voltage direct current (HVDC), and
high voltage alternating current (HVAC) lines. Additionally, HCB maintains and operates a 400 kV transmission line in Zimbabwe, owned by EDM.
High voltage direct current
15,754 GWh 1,400 km
The company started operations in 1977, supplying electricity to Mozambique, South Africa, Zimbabwe, and other member countries of the Southern African Development Community.
In addition to REN, the company's shareholder structure is made up of the Mozambican State, which holds 85% of share capital, and Mozambican citizens, companies, and institutions, with 4% of share capital,
with a further 3.5% of capital held by the company itself through own shares.
MOZAMBICAN STATE
HCB remains committed to its mission to contribute to the expansion of Mozambique's energy potential and to the implementing of its investment plan, referred to as Capex Vital 10 Years, with the aim of improving its performance in the areas of power generation, conversion, and transmission.
In 2024, the company achieved a total production of 15,754 GWh, despite the adverse effects of severe drought, influenced by the El Niño phenomenon in Southern Africa, whose negative impact led to the adoption and implementation of management measures for the operation of the reservoir, aimed at safeguarding the hydraulic-operational safety of the dam and related infrastructures.
4%
MOZAMBICAN CITIZENS, COMPANIES, AND INSTITUTIONS
7.5%
REN
85% 3.5%
OWNSHARES
REN plays an active role in the management of the company and its future development, and is represented on the Board of Directors, while also assisting in the training of Mozambican staff and development of local skills.
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| 2.1 | Strategy | 87 |
|---|---|---|
| 2.2 | Commitments | 91 |
| 2.3 | Risk management | 93 |
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Recognising its role as a critical player in Portugal's energy transition, REN is committed to actively contributing to a sustainable future, generating benefits for the environment, society and its various stakeholders.
In May 2024, following the successful implementation of the strategic guidelines for 2021-2024, REN presented its new Strategic Plan for 2024-2027. This plan comes in response to increasing investment requirements to meet the objectives of the energy transition. Acknowledging the vital role of energy networks in facilitating the decarbonization of the economy, REN reinforced its commitment to sustainability, the necessary investments for the energy transition and a business plan focused on sustainable and profitable growth.
↘ The new plan is built on three pillars
culture of excellence.
1
2
3
By advancing electricity transmission growth, unlocking the role of green gases, and consolidating growth in Chile.
Through the sustainable increase of our asset base, maintaining credit metrics consistent with an Investment Grade credit rating, and ensuring attractive returns for shareholders.

REN was recognized by the Financial Times as one of the leading companies in climate responsibility in Europe in 2024. In 2024, REN reduced scope 1+2 emissions by 21%.

REN established the Sustainability Academy to provide ESG training for suppliers and organised awareness sessions on decarbonization and environmental product declarations. Moreover, the Supplier Code of Conduct was also updated to reinforce ESG standards.

Renewable energy accounted for 70% of Portugal's electricity consumption.

The Association of Portuguese Psychologists recognized REN as one of the healthiest workplaces in Portugal, with the Healthy Workplaces Award (Level I). The NÓS Programme was recognized by the Wellbeing Awards and the Portuguese Association of Business Ethics.

REN renewed its commitment to the protection, promotion, and restoration of biodiversity up to 2025, as a signatory of act4nature Portugal.

REN improved its ESG performance across multiple benchmarks, including an increase in Sustainalytics (from 18.5 to 15.1), in the S&P Corporate Sustainability Assessment (from 60 to 63), in ISS, where REN maintained our Prime status, in CDP (A- to A) and in the EthiFinance ESG rating (from 70 to 76). In addition, REN also retained MSCI's AAA ESG rating, the highest score awarded.



REN strengthened its regulatory compliance structure by creating a Compliance Department. The 2023 Integrated Report earned five awards, including two international and three national distinctions.
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Facilitate the growing integration of renewable energy, meeting the revised 2024 targets of the PNEC 2030, which calls for an increase of 150% in renewable installed capacity, compared to 2022.
REN maintains high levels of service quality, with an average of 0.01 minutes of electricity supply interruption and a 100% combined availability rate for gas infrastructure.
Enabling the charging of electric vehicles through the electricity transmission network using REN's patented solution, SPEED-E, in partnership with Siemens Energy. REN has also signed a memorandum of understanding with Atlante to develop five projects in Portugal.
REN's infrastructure is certified for the transmission, distribution, and storage of mixtures of hydrogen and natural gas, complying with the decarbonization targets defined by the Portuguese Government. The certification confirms REN's technical capacity to handle hydrogen blends up to 10% in the National Gas Transmission Network and in the Carriço Underground Storage, and up to 20% in the National Gas Distribution Network operated by REN Portgás.
| € | |
|---|---|
Increase in annual Capex by approximately 51% compared to the 2021-2023 annual average (from 244 million euros to 368 million euros), driven largely by investments in Portugal's electricity grid to integrate new renewable energy production centers.
REN will continue to maintain credit metrics aligned with an Investment Grade credit rating from the three major rating agencies – Moody's, Fitch, and S&P.
REN remains on track to meet its communicated P&L and net debt targets.

In February 2024, REN successfully issued 300 million euros in green bonds for the second time, with demand reaching 2.050 billion euros, approximately seven times the available amount.
II

in the Merco ESG responsibility ranking of the most responsible companies in Portugal
To ensure that the objectives set out in the Strategic Plan for environmental, social and corporate governance sustainability are met, REN will continue to promote initiatives seeking to reduce and monitor emissions, taking an active role in protecting the environment and natural capital. At the same time, REN undertakes to invest in human capital and to generate value for all stakeholders, adhering to international best practices in ethics and corporate governance. As a result of this work, in 2024, REN rose nine places in the Merco ESG responsibility ranking, which highlights the most responsible companies in Portugal. REN was also recognized in the 1.st edition of the Caixa ESG Awards, promoted by the Portuguese bank, Caixa Geral de Depositos, in the category of Transparency & Performance. This category distinguishes Portuguese companies that effectively incorporate and excel in ESG management, showing a commitment to transparency and the Sustainable Development Goals (SDGs).
At a national level, as a company responsible for providing an essential service to society and the country's economy, REN is committed to ongoing and proactive collaboration with public and private bodies responsible for analysing, defining, and implementing solutions that promote the introduction of renewable production. In 2024, the new version of the PNEC 2030 was presented, establishing a significant increase in installed renewable energy capacity, aiming to reach 44 GW by 2030, compared to 17 GW in 2022. This growth will be mainly driven by the expansion of installed solar energy capacity, which is expected to rise from 3 GW in 2022 to 21 GW in 2030. To meet this objective, REN has entered into direct agreements with solar promoters to connect 3.5 GW by 2026, with an additional 3.5 GW expected by 2029. In 2024, Portugal reached a new milestone in solar power production, matching the solar output of 2023 by 5 September. In the gas sector, REN is committed to promoting the role of renewable gases, having certified
all infrastructure for the transmission, distribution, and storage of mixtures of hydrogen and natural gas.
In Chile, REN has sought opportunities for organic growth by participating in competitive auctions for electricity transmission concessions. In the 2022 and 2023 auctions, Transemel was awarded three new concessions with an estimated total capex of approximately 90 million euros.
With regard to sustainable and profitable growth, and as REN enters a phase of increased investment, Capex increased in 2024 by 22% compared to 2023. In parallel, REN remains focused on operational and financial efficiency to protect results and deliver a suitable return for shareholders.

Recognized in the 1.st edition of the Caixa ESG Awards, promoted by the Portuguese bank, Caixa Geral de Depositos, in the category of Transparency & Performance, which distinguishes Portuguese companies that effectively incorporate and excel in ESG management.
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The definition and disclosure of specific commitments and targets reinforces transparency on the performance of our strategy. At REN, we set ambitious goals, together with indicators that allow us to measure our commitments. In this report, we provide information on the progress achieved, ensuring communication of our strategic performance and progress against the targets set
| REINI |
|---|
| COMMITMENTS | BASE YEAR |
TARGET YEAR |
2024 | PERFORMANCE AGAINST THE TARGET |
|---|---|---|---|---|
| Reduction of scope 1 and 2 emissions by 60%16 | 2019 | 2030 | -21% | 95% |
| Reduction of scope 3 emissions by 30% | 2021 | 2030 | -9% | 93% |
| Achieve carbon neutrality in operations | - | 2040 | on track | on track |
| Electrification of 80% of the fleet | - | 2030 | 62% | 76% |
| Reduction of SF6 emissions by 50% | 2023 | 2030 | -41% | 82% |
| Reduction of CH4 emissions by 30% | 2023 | 2030 | +115%19 | 0% |
| Installation of 15 MW of renewable capacity for self-consumption | - | 2030 | 2.8 MW | 31% |
| Procuring 50% of total volume from SBTi aligned suppliers | - | 2030 | 22% | 55% |
| Have more than 1/3 of first-line management positions held by women | - | 2030 | 46% | √ |
| Have 100% of employees with ESG training | - | 2030 | 98% | 98% |
| Investing 3 M€17 in communities | 2024 | 2027 | 0.6 M€ | 18% |
| Implement sustainability goals as a performance metric for all employees |
2024 | - | √ | √ |
| Guarantee 100% green debt | - | 2030 | on track | on track |
| Invest 2 M€ in training | 2024 | 2027 | 0.7 M€ | 35% |
| Remain in the top tier of employee satisfaction18 | - | - | √ | √ |
II

| COMMITMENTS | 2024 |
|---|---|
| Capex in electricity transmission of 240-280 M€/ year ( 187 M€) vs. |
305 M€ |
| Capex in gas transmission and distribution of 105-115 M€/ year ( 51 M€) vs. |
50 M€ |
| Growth of up to +7x of the average annual Capex of Transemel last strategic cycle (from 6 M€/ year to 30-40 M€/ year) vs. |
13 M€ |
3
2
| COMMITMENTS | 2024 |
|---|---|
| EBITDA of 500-540 M€ | 506 M€ |
| Recurrent net profit of 105-120 M€ | 112 M€ |
| Net debt of 2.6-2.5 (B€) | 2.5 B€ |
REN faces significant risks in its activities, requiring effective management aligned with best industry practices. To ensure operational continuity and efficiency, REN is committed to comprehensive risk management and adopts an integrated approach to improve performance, seize opportunities, create and protect value, and foster innovation.



II
The internal control system, vital for the efficient management of REN's critical activities, ensures ongoing analysis of risk exposure and control, compliance, supervision, and oversight. This system consists of three key functions: Risk management and control, compliance, and internal audit. In 2024, the setting up of the compliance department, in addition to the internal audit and risk management and insurance departments, reinforced the robustness of this system.
As such, the governance model, in addition to ensuring the three fundamental functions for the solid performance of the internal control system, also promotes a more consolidated structure in the different lines of defence. It operates on three levels:

Provided by those in charge (Risk Owners) from the different areas of Group companies.
2
Provided by the Executive Committee assisted by the Risk Management Committee.
Includes the Board of Directors as the managing body of the company which has the Audit Committee as an independent supervisory and control body.

In 2024, the setting up of the compliance department reinforced the robustness of the risk management system.
The strategy, the risk management policy, the objectives, and the degree of risk acceptance ("risk appetite") are established by the Board of Directors and implemented by the Executive Committee, after taking into consideration the different contributions from Risk Owners, relevant commissions and committees and verification of compliance by the Compliance department.
As an independent supervisory body, the Audit Committee plays the vital role of advising the Executive Committee in the analysis of the integrity and efficiency of the systems and mechanisms implemented at the different levels and the lines of defence established. This work includes submitting proposals for improving the performance of the Executive Committee and adjusting to identified needs, thereby promoting the effectiveness of the implementation of the governance and internal control model.
The Audit Committee further verifies, with the cooperation of the risk management and compliance departments, compliance with legal provisions and other obligations by Group companies, particularly compliance with concession contracts and internal directives. More specifically, this involves matters relating to the environment, sustainability, governance, due diligence, reporting of accounts, identification, and resolution of conflicts of interest and the detection of potential irregularities to ensure that the risks actually incurred are consistent and do not impact negatively on our strategy or the goals set by the Board of Directors.
III
(external and internal) in which the company works.
RISK TREATMENT
To ensure effective risk management, REN has adopted the NP EN ISO 31000 standard for the implementation of the risk
Risk management process
Group companies.
1
2
based on context assessment: • Identification of risks by category, subcategory, and nature;
through the implementation of strategies to eliminate or control them (mitigation, transfer, etc.).
and follow-up of risk evolution, as well as a correction of any deviation and readjustment of treatment strategies.
4
REN characterizes the risks to which the company is exposed, defining a risk profile and criteria to specify the magnitude.
Risk characterization allows i) risks to be identified by category, subcategory, and nature, the likelihood of occurrence and the magnitude of the impact to be established; and ii) priority risks for handling and the respective control and mitigation strategies to be determined. These activities are undertaken on an annual basis and follow three stages:
The risk management process is audited periodically by the internal audit department and every year under the Integrated Management System and by the Statutory Auditor.
The severity or level of risk (low, moderate or high) is assessed based on the analysis of the likelihood and severity of occurrence of potential risks. Likelihood is appraised as the possibility of a situation occurring during a specific period of time and classified as one of five levels (1 – Very Low; 2 – Low; 3 – Medium; 4 – High; 5 – Very high). The impact is based on the consequences of the risk and reflects the extent of the damage caused by the effect of a risk actually taking place. It is analysed from five different perspectives (Financial, Image and Reputation, Environment, Health and Safety and Compliance) and is also classified as one of five levels (1 – Very Low; 2 – Low; 3 – Medium; 4 – High; 5 – Very High). The Risk Management Committee also assesses the potential impact on business continuity. Accordingly, the Risk Management Committee evaluates
REN's risk profile and the risks that will be monitored in accordance with the following principles (including those relating to ESG and due diligence):
After identifying and assessing the risks, the Risk Management Committee identifies suitable measures to eliminate, mitigate or control such risks and notifies the Executive Committee and the Audit Committee of the results of its analysis. The Risk Management Committee further seeks to apply preventive, control, and mitigation measures, by drawing up an action plan with priorities established in accordance with the degree of risk, while monitoring its implementation and verifying the effectiveness of the respective control measures.
Risk reassessment is based on the regular analysis of identified and/ or emerging risks, carried out by Risk Owners. This process assesses the external and internal contexts in which REN operates, among other relevant factors. Based on this characterization, the risks are managed and monitored by the respective departments, according to their assigned competences. Risks are reported to the Risk Management Committee. The Risk Management Committee then updates REN's overall risk profile whenever necessary. The risk management process is audited periodically by the internal audit department and every year under the Integrated Management System and by the Statutory Auditor.
Through the risk management process and the methodology adopted, REN aims to ensure compliance with the strategy and objectives defined by the Board of Directors, legal compliance, internal policies and the management of stakeholder expectations. This process allows risk factors, the consequences, severity, and mitigation mechanisms to be identified, aligning the permissible risk with the REN Group strategy.
Moreover, the process guarantees the quality, reliability, and integrity of information, while also promoting the prudent operation of assets and improving efficiency in the use of resources. It also results in timely and full reporting and disclosure of critical information, including due diligence and accounting and financial data, thus contributing to a robust internal control and management system.
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The e-learning training course on the risk management process implemented at REN aims to inform on the risk management process, how to implement it correctly and equip employees with the necessary skills enabling them to use the REN Risk Management Tool. It is a mandatory course for operational risk managers (Risk Owners) and other employees who are involved either directly or indirectly in the management and control of risks of the different areas. The course is held every year and is also offered optionally to other REN employees.
Two years after the implementation of this course, it is now considered essential to review and update the content and make the necessary adjustments. Feedback from employees who have completed the course will also be considered, as well as incorporating recommendations to enhance the maturity level of REN's risk management system.
All Non-Executive Directors who form part of REN Committees receive regular training, ensuring the ongoing reinforcement of their competences in matters relating to risk management.
At REN, there is an integrated approach to risk management in all areas of activity and in the development of new projects.
At REN, there is an integrated approach to risk management in all areas of activity and in the development of new projects, covering financial, regulatory, operational, and ESG risks. With a risk management framework aligned with the ISO 31000 standard, the company ensures that risks are identified, assessed, and effectively mitigated.
Financial impacts and economic viability are analysed in parallel with compliance with national and European regulations, such as in Environmental Impact Assessment processes.
Furthermore, ESG factors are incorporated into risk criteria, ensuring the evaluation and mitigation of the social and environmental impacts of projects.
Engagement with stakeholders, including local communities, regulators and suppliers promotes the integration of social and reputational risk criteria into decisionmaking processes, reinforcing the company's sustainability and responsibility.

1.1 External context RISK NATURE
| • Sovereign/ political |
|---|
| • Legal |
| • Regulatory |
| • Industry |
| • Energy markets (electricity and natural gas) |
| • Financial markets |
| • Availability of capital |
| • Relationships with shareholders |
| • Technological innovation |
| • Stakeholder needs and expectations |
| • Natural phenomena and disasters (climate change) |
| • Social |
| • Public health |

3.1 Processes RISK NATURE
• Performance indicators
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98
We adopt a conservative and preventive stance with regard to controlling and mitigating risk, maintaining a prudent approach to "risk appetite", which is reflected in the low level of risk that we are willing to take on or retain in the pursuit of our objectives.
In 2024, the Risk Management Committee reassessed the different risks to which we are exposed leading to the redefinition of indicator monitoring metrics, with the aim of looking forward so as to provide quality information for early decision making and the creation of value from the potential opportunities identified. This analysis was carried out with the support of Risk Owners and other relevant bodies in the internal control system, considering the current external and internal context (including regulatory aspects, financial markets, interest rates, and critical processes) and other factors related to the development of our work and responsibility in compliance with established targets, ESG objectives, and due diligence.
The main risks to which REN is exposed, according to their category, subcategory, and nature, are as follows:
GRI 2-25

2
RISK CATEGORY 1 SURROUNDING ENVIRONMENT
| External context | |
|---|---|
| NATURE OF THE RISK | RISK EVENT |
|---|---|
| Regulatory | 1. Changes to the regulatory model and parameters |
| Financial markets | 2. Evolution of REN's rating |

| NATURE OF THE RISK | RISK EVENT |
|---|---|
| Investment projects | 3. Delay in the execution of investment plans (due to licensing) |
| 4. Delay in project execution | |
| Interruption of business | 5. Network disruption |
| Health and safety | 6. Occurrence of serious work accidents |
| Technology and Information security |
7. Unavailability of information systems |
| 8. Occurrence of events in information security – Cybersecurity |
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1
As most REN activities are regulated, the risk associated with the impact resulting from changes to the regulatory model and/ or decisions by the regulator may affect the company's ability to manage operations efficiently.
This risk is managed by systematically monitoring the progress of the regulatory strategy as well as European regulatory trends in relation to REN operations to prevent/ analyse the impacts of possible changes. It is important to note that, following the change to the regulatory model for the electricity sector and its impact on REN's activity, the indicators associated with this risk were reviewed and the metrics which back them up were adjusted accordingly so as to reconcile our strategic objectives with the model in force during the current regulatory period.
Likelihood: High Impact: Very High Level of risk: High
REN's rating may be affected by our financial performance and business, by the international environment, and by the rating of the Portuguese Republic.
The fluctuation of interest rates and credit spreads can impact on remuneration from regulated assets and on the cost servicing REN's debt.
REN manages this risk by building a solid position of liquidity and the efficient management of our financing requirements based on the prospective evolution of the associated indicators and perceived knowledge. Risk exposure to the evolution of interest rates and credit spreads is managed by contracting financial derivatives and the appropriate selection of financial instrument maturity and the timing of financing, in order to obtain a balance between fixed and variable interest rates and adequate debt maturities which is suitable for the duration of the regulatory periods. The goals are firstly to achieve a relevant degree of immunity of results, and secondly, to ensure the sustained minimization of the financial burden over the medium and long-term. These measures are normally accompanied by communication and consultation actions with the market and different financial agents.
Likelihood: Medium Impact: High Level of risk: Moderate
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(due to licensing)
Processes to obtain authorizations, environmental licensing or actions involving protective measures brought by third parties may compromise the entry into operation of assets within the deadlines planned for projects covered by investment plans.
REN has adopted preventive management procedures with regard to this risk that involve ongoing monitoring actions with the competent authorities, as well as with the local communities and other entities involved in the licensing processes concerning investment projects and network reinforcement.
Likelihood: High Impact: Very High
Level of risk: High
Delays in the approval of either our investment plans or execution plans by the respective authority or other responsible entities, together with financial/ operational difficulties experienced by service providers and suppliers to ensure compliance with outsourced services or sub-contract work, could cause significant temporary hold ups in the entry into operation of new infrastructure, impacting on the level of the quality of service provided, compliance with agreements signed with promoters and in meeting the goals of decarbonization and combating climate change. Impacts could also be seen on the remuneration value of regulated assets.
To minimize the impact of this risk, based on prospective indicators and mitigation measures, REN promotes a series of actions with the competent entities and other bodies involved in these processes in order to obtain the necessary approvals and promote the timely execution of projects for development and reinforcement of networks.
Likelihood: High Impact: Very High Level of risk: High
The infrastructures supporting REN's operations are exposed to a series of conditions (pollution, atmospheric conditions, natural events, bird damage, rural fires, and events associated with international interconnections, etc.), which could cause interruptions to service. The company's performance could be influenced by the occurrence of events causing disruption to the electricity and/ or gas supply service and by any difficulty in restoring the service in a timely manner.
The actions taken to minimize the potential impact of this risk include the development and implementation of the business continuity plan (internally and with other European operators), and other technological and network monitoring measures. Effectiveness is tested by conducting simulations to verify responsiveness to emergency and crisis situations, activating of recovery plans, and subsequent restoring of normal operations, should an incident take place.
Likelihood: Low Impact: Very High Level of risk: Moderate
Non-compliance with safety and operational procedures for equipment could result in the occurrence of serious work accidents with harm to people and property during work organized by REN.
This risk is managed through continuous awareness-raising, monitoring, and effective implementation of the occupational safety management system, involving all employees, REN service providers, and other stakeholders. Specific training is provided for operations involving associated risks. In this regard, corrective and preventive actions are also implemented, based on lessons learned, resulting from the investigation and detailed analysis of incidents that have occurred, in order to avoid recurrence.
Likelihood: High Impact: High Level of risk: High
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RISK CATEGORY 2 2 PROCESSES
REN's activities rely heavily on the information systems and technologies used within the Group. Therefore, the availability of information systems and their capacity to meet company needs is crucial to the work carried out by REN.
This risk is managed through the continuous updating of systems, communication networks and the respective support services. This periodic review and integrated update of network and security configurations is key to ensuring business continuity and quality of service. At the same time, performance testing and measures are in place which ensure the availability of systems deemed to be critical, such as the existence of redundant communications and the shielding of such systems from potentially dangerous traffic/ access.
Likelihood: Low Impact: High Level of risk: Moderate
In the current environment of far-reaching technological disruption, REN, as an operator of essential services and critical infrastructure in the energy sector is required to reinforce information security capability, particularly due to the increased complexity of system architectures, but also the areas in which REN operates.
REN has built capacity to manage these risks, investing in good cybersecurity practices both in terms of resilience as well as prevention, using specific systems, processes, and controls to identify vulnerabilities and promote the implementation of solutions that ensure that systems are resilient and information is protected.
Likelihood: High Impact: High Level of risk: High
III
Certifications
REN has prioritized the certification of management systems, aiming to establish excellence principles that exceed legal requirements. We currently have seven Management System standards: Research, Development, and Innovation (NP 4457); Quality (ISO 9001); Environment (ISO 14001); Occupational Health and Safety (ISO 45001); Business Continuity (ISO 22301); Information Security (ISO 27001) and Asset Management (ISO 55001).
Furthermore, the legal verification required by some certification processes ensures regular monitoring of the main requirements, an exercise that proves to be essential in areas where the legal framework is diverse and complex, as is the case with areas such as the environment and health and safety. As a positive aspect, of note are the regular audits, both internal and external, which provide constant monitoring of practices and ensure greater engagement by employees, who are now fully aware of the management system principles.
In 2024, the follow-up audit of the REN Integrated Management System was completed, ensuring compliance with the ISO 9001, ISO 14001, and ISO 45001 standards, reaffirming the company's commitment to high management and performance standards. The Integrated Management System has demonstrated that it is clearly capable of achieving the desired results, defined in accordance with the reference standards. Objectives and targets are regularly monitored, measured, and evaluated, with corrective actions being promptly implemented whenever deviations are detected.
Also in 2024, REN renewed the NP 4457:2021 certification for several Group companies, reinforcing our commitment to innovation and ongoing improvement. In the case of Portgás, the ISO 14001 and NP 4457 certifications were upgraded, maintaining existing certification in the other four references.
With the exception of ISO 27001, which was certified by SGS (Societé Générale de Surveillance), all other management systems were certified by APCER – the Portuguese Certification Association.
The following table shows the year in which each of the REN Group companies obtained their certification. All certifications are valid as of 31 December 2014.

| 3.1 | Governance structure | 105 |
|---|---|---|
3.2 Shareholder structure 110
Governance 03
Our governance structure is fundamental to REN's performance. It provides a solid foundation to our strategic decision-making processes, fostering transparency and driving conscious and responsible growth. This, in turn, instils confidence in our investors, shareholders, and other stakeholders, helping ensure the sustainability of the company and our long-term operations.



REVIEW OF THE REMUNERATION POLICY

REVIEW OF THE NOMINATIONS AND APPRAISALS COMMITTEE
REGULATION

REVIEW OF THE CORPORATE GOVERNANCE AND ETHICS COMMITTEE REGULATION

REVIEW OF THE BOARD OF DIRECTORS REGULATION
REVIEW OF THE SUSTAINABILITY COMMITTEE REGULATION

KPI ESG IN THE VARIABLE COMPONENT OF EXECUTIVE DIRECTORS REMUNERATION

ONGOING REINFORCEMENT OF THE SUSTAINABILITY ROLE REN faces several challenges in the energy sector, which can have significant impact on our activities. Therefore, they are addressed to ensure the resilience of the Group, more specifically, through our organizational structure.
REN's governance structure follows the Anglo Saxon model and consists of the following governing bodies elected by the General Shareholder Meeting:
The Board of Directors (BD), which delegates the day-to-day management of the company to the Executive Committee (EC) and is supported by three specialized internal committees; and
The Audit Committee (composed exclusively of non-executive directors) and the external statutory auditor.
The General Shareholder Meeting also elects a Remuneration Committee, consisting exclusively of independent external members, to which it delegates part of its powers relating to the remuneration of the corporate bodies.
For a detailed description of the powers of each of REN's corporate bodies and committees, see part III – Corporate governance report.
ESRS 2 GOV-1 GRI 2-9 GRI 2-11
REN's corporate bodies are diverse in composition in order to include members with different perspectives and considering the specificities of the company and the group. The diversity of members of corporate bodies provides greater discussion and better decisions, with a view to furthering the objectives of efficiency, excellence, innovation, and dynamism within the REN Group. The members of corporate bodies must have recognized integrity and ethical credibility and are guaranteed conditions that enable decisions to be made that are independent of any external influences or conflicts of interest. To this end, REN is governed by the Corporate Governance Code of the Portuguese Institute of Corporate Governance (IPCG), on which our Code of Conduct and regulations were based for the different bodies and committees.

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organizational structure was as follows: NI DEPENDENT MEMBERS 100% INDEPENDENT MEMBERS 33% 44% NI DEPENDENT MEMBERS NI DEPENDENT MEMBERS 15 66% Men 33% Women 7.4 Years AVERAGE TERM OF OFFICE 3 EXECUTIVE DIRECTORS 12 NON-EXECUTIVE DIRECTORS MEMBERS OF THE BOARD OF DIRECTORS 0.5 GENDER DIVERSITY RATIO* 47% INDEPENDENT MEMBERS 66% * Gender diversity ratio = No of women on the BD/ No of men on the BD. Equivalent to 33% of women.
At 31 December 2024, REN's

Statutory auditors: Ernst & Young, Audit & Associados, SROC, S.A.; Suplente - Pedro Miguel Borges Marques.

It is the task of the Nominations and Appraisals Committee to draw up recommendations on the qualifications, knowledge and professional experience required for the members of this body, as well as to assist the Board in identifying and selecting potential candidates.
which sets out the guiding principles followed by the Nominations and Appraisals Committee to support the process to identify and select potential candidates for the Board of Directors.
In 2024, a new Board of Directors was elected at the General Shareholders Meeting and appointment was subject to prior opinion from the Nominations and Appraisals Committee.
In 2024, REN reviewed the different regulations governing bodies and committees, a process which takes place regularly and usually at the beginning of each mandate. As part of this review, some operating procedures were streamlined and the competences of the Ethics and Corporate Governance Committee and the Sustainability Committee were revised and extended, and the possibility of using artificial intelligence mechanisms was also provided for, as a means to assist the decisionmaking process under certain conditions.
In 2024, REN reviewed the different regulations governing bodies and committees, a process which takes place regularly and usually at the beginning of each mandate.
With the aim of aligning the Remuneration Policy with our strategic objectives, REN has defined an adjusted remuneration policy that reflects the Group's strategic priorities. With regard to the remuneration components of the executive members of the Board of Directors, including the CEO, REN's Remuneration Policy is based on several principles:
The remuneration of executive directors, including the CEO, contains a fixed component and a variable component. The variable component consists of a portion which seeks to remunerate shortterm performance and another with the same objective based on medium/ long-term performance.
3.75% GENDER DIVERSITY 3.75% HEALTH AND SAFETY 3.75% PERFORMANCE RATINGS
3.75% REDUCTION OF GHG EMISSIONS
The variable remuneration amount is determined based on meeting defined targets, where compliance is based on Key Performance Indicators (KPIs), including ESG indicators, with the purpose of guiding management towards the best environmental, social, and good governance practices.
With regard to the consideration of sustainability in remuneration, it is worth highlighting that:
Sustainability is part of REN's strategy, so compliance with the strategic plan is also a sustainability KPI;
The fact that remuneration has a medium and long-term component and a disincentive mechanism to avoid taking on excessive risk, contributes to the company's long-term sustainability; and
The Remuneration Committee consists exclusively of independent members who are external to the company.
The strategic plan 2024-2027, as with the 2021-2024 plan, places sustainability at the core of its priorities.
With the amendment approved in 2024, the assessment will continue to be carried out from three macro perspectives, financial, operational and ESG. ESG indicators include health and safety, gender diversity, the reduction of Greenhouse Gas Emissions (GHG), and performance ratings.
For a more detailed description of the assessment process and the Remuneration Policy, see part III - Corporate governance report and the respective Annex.
In 2024, REN approved the review of the Remuneration Policy, which focused primarily on the inclusion of malus and clawback clauses in order to link the variable remuneration of executive officers to the absence of intentional unlawful acts, which result in conviction, requiring reformulation of the company's accounts (with recorded decreases in assets), and the possibility of written commitments being established with executive officers relating to noncompetition and reservation of information acquired during the performance of duties.
II
Governance
At 31 December 2024:

| 4.1 General information |
|||||||
|---|---|---|---|---|---|---|---|
| 4.1.1 Sustainability approach |
112 113 |
||||||
| 4.1.2 Materiality | 117 | ||||||
| 4.1.3 Due diligence process | 125 | ||||||
| 4.1.4 Sustainability governance | 126 | ||||||
| 4.2 | Environment | 128 | |||||
| 4.2.1 European environmental taxonomy | 128 | ||||||
| 4.2.2 Climate change | 145 | ||||||
| 4.2.3 Biodiversity | 179 | ||||||
| 4.2.4 Resources | 193 | ||||||
| 4.3 | Social | 198 | |||||
| 4.3.1 REN employees | 198 | ||||||
| 4.3.2 Supply chain management | 231 | ||||||
| 4.3.3 Communities | 244 | ||||||
| 4.4 | Governance | 260 | |||||
| 4.4.1 Ethical culture and fight against corruption | 260 | ||||||
| 4.5 | Other sustainability material topics | 270 | |||||
| 4.5.1 Innovation and development | 270 | ||||||
| 4.5.2 Cybersecurity | 282 | ||||||
111
REN's Sustainability Statement for the 2024 fiscal year (1 January 2024 to 31 December 2024) is prepared based on the Corporate Sustainability Reporting Directive (CSRD) and the applicable European Sustainability Reporting Standards (ESRS).
The Sustainability Statement reflects the results of our strategic approach to sustainability, based on a Double Materiality Assessment (DMA) carried out in accordance with the requirements set out in the CSRD and ESRS. The declaration covers topics relevant to our stakeholders or required by applicable national regulations. In addition, we have included key aspects of the Global Reporting
Initiative (GRI), the Task Force on Climaterelated Financial Disclosures (TCFD), SASB standards, CMVM, TCFD and EU Taxonomy, ensuring comprehensive and transparent disclosure.
REN reports information related to our direct operations in the different business segments, both in Portugal and Chile, as well as our value chain. In this context, REN actively manages its impacts, risks, and opportunities, continuously updating its corporate and sustainability strategy, as well as its risk management model, thereby contributing to the identification of the company's strategic priorities.

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REN's sustainability approach is intrinsically linked to fulfilling our mission of being an active agent and enabler of the energy transition. We are committed to creating sustainable value and having a tangible positive impact, both on communities and ecosystems around us. We take on a conscious and responsible leadership,
aimed at building a greener and more resilient future. With respect to the review of our sustainability approach, conducted at the end of 2023, and focusing on the strategic cycle 2024-2027, we have defined five priority areas that reflect our commitment to sustainability.
To be a facilitator by integrating renewable energy sources into networks, maintaining our commitment to security of supply, quality of service and the decarbonization of our activities.
To be recognized as an environmentally responsible company, acting in accordance with the best environmental management practices and playing an active role protecting the environment and natural capital.
• Biodiversity and forestry
VALUING OUR PEOPLE
To value our employees through training, earnings, and protection, ensuring a working environment that is inclusive, safe, and focused on well-being.

To promote the engagement and support of stakeholders, while also ensuring safety, reliability, quality and supply of electricity and gas, acting in a socially responsible manner.
AIM
To base our work on the best international practices in ethics and governance, promoting a culture of fighting corruption and risk management.
II
Our sustainability approach reinforces and operationalizes sustainability as a REN strategic pillar, reflecting a solid approach, based not only on the size of the company, but also on the external environment.
REN's greater accountability in meeting ESG objectives, as detailed in chapter 2.2 Commitments, requires the Group to strengthen and adapt, ensuring that initiatives and projects are implemented allowing us to achieve excellent performance and established goals.
In order to promote the alignment and integration of sustainability into the company's business, a sustainability management model was established, described in chapter 4.1.4 Sustainability governance, setting out specific responsibilities to define, coordinate and monitor our sustainability approach.
In 2024, we defined an Action Plan to implement our sustainability approach, where we established KPIs for monitoring commitments made in each strategic area. Initiatives are developed in collaboration with the different REN departments, promoting the active participation of everyone in order to achieve the shared objectives.
Our sustainability strategy is directly linked to the Sustainable Development Goals (SDGs), created in 2015 by the United Nations, to define the priorities and aspirations of global sustainable development for 2030. Based on the impact of our activities, as well as on the results of stakeholder consultations, we have defined priority and relevant SDGs:

II
In 2024, REN published the Sustainability Policy that establishes the principles of sustainability, in the environmental, social, economic and governance areas, which guide REN's activities towards a responsible business management model from a long-term perspective.
The Policy was developed based on the sustainability priority areas defined by REN, which includes the identification and management of the respective impacts, risks, and opportunities, aligned with the results of its stakeholder consultation and double materiality analysis. Compliance with the principles of this Policy contributes to achieving the Group's business and strategic objectives, respecting the 1.5ºC scenario of the Paris Agreement, in line with our values, vision and mission, as well as with the principles and guidelines established in our Code of Conduct. Furthermore, our Sustainability Policy aims to strengthen contributions to the SDGs set by the United Nations.

1.5ºC
Business and strategic objectives, according to the Paris Agreement
The Policy is applicable to all REN Group companies, in both the downstream and upstream value chain, covering all recipients and under their terms and conditions set out in the REN Group Code of Conduct, including employees and members of the corporate bodies of REN – Rede Energéticas Nacionais, SGPS, S.A. and companies in which it holds, directly or indirectly, a majority stake in the share capital, more than half of the voting rights or the possibility of appointing at least half of the members of the management or supervisory body, regardless of whether their headquarters are in Portugal or abroad. It is also applicable, disclosed and promoted to attorneys, agents, contractors and suppliers who are in any way authorized to act on behalf of and/ or represent any REN Group company. Other suppliers of any REN Group company are also invited to adhere to the principles of this Policy.
REN's Sustainability Policy is reviewed by the Sustainability Committee and approved by the Board of Directors at each strategic three-year cycle, except in the case of legislative, regulatory or strategic changes requiring early review. The Sustainability Committee collaborates on the sustainability strategy and monitors the company's ESG performance, while the Board of Directors oversees all sustainabilityrelated policies. The Sustainability and Communication Department is responsible for defining, updating, and coordinating the implementation of the Sustainability Policy.
The REN Group promotes internal awareness of this policy through the process of integration, training, and internal communication, as well as publicly disclosing it on its website and intranet. Progress in sustainability is reported annually
and audited by an independent external entity.
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Integrated management report
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In line with these guidelines and REN's sustainability priority areas, the Board of Directors commits to apply the following principles in all its activities:

We implement decarbonization and energy efficiency initiatives to help mitigate climate change, in line with the 1.5ºC scenario of the Paris Agreement. We also carry out actions to assist in adaptation, thus increasing the resilience of assets and the territory where we operate.
The principles of our Statement of Social Responsibility Policy relating to our role as a catalyst for the development of alternative energies are also applied, together with the principles mentioned in our Quality, Environment and Safety Policy Statement to minimize environmental impacts arising from our activities. More information can be found in chapter 4.2.2 Climate change.

REN applies the principles set out in our Statement of Social Responsibility Policy relating to the company's interaction with the environment, as well as the principles identified in our Quality, Environment and Safety Policy Statement relating to minimizing the environmental impacts arising from our activities. More information can be found in in chapter 4.2.3 Biodiversity.
REN commits to ensure effective respect for the principles of the Universal Declaration of Human Rights, the main conventions of the International Labour Organization on Labour Standards and the United Nations Global
Compact Initiative. The Group also applies the remaining principles set out in our Statement of Social Responsibility Policy on Human and Labour Rights, equal opportunities, and the professional development of employees, as well as the principles stated in our Quality, Environment and Safety Policy Statement on health and safety at work. More information can be found in chapter 4.3.1 REN employees.

We apply the principles identified in our Stakeholder Relationship Policy. More information can be found in chapter 4.3.3 Communities.

In addition to our Code of Conduct and the Standard Compliance Programme, we also apply the principles and guidelines of our Integrity Policy. More information can be found in chapter 4.4.1 Ethical culture and fight against corruption.
In the Suppliers' Code of Conduct, REN sets out the principles that suppliers are required to follow, adopting practices to minimize environmental impact, respect human rights, and promote fair labour practices. More information can be found in chapter 4.3.2 Supply chain management.
In addition to the abovementioned principles, the REN Board of Directors undertakes to apply the remaining principles established in the different policies and Supplementary Regulations of the Group, available on our website.
The principles described above support the management and mitigation of the ESG (Environmental, Social, and Governance) impacts, risks, and opportunities to which REN is exposed. For these risks and impacts, REN Group implements measures, processes, and control tools aimed at reducing and minimizing their potential associated impacts.
At REN, we seek to build solid and constructive relationships that meet the needs and expectations of our stakeholders, in order to ensure the continuity and sustainability of our business.
The relationship with each group of stakeholders is tailored to their needs and their impact on the company's activities. Communication channels are used according to the needs and expectations of each group. We have also defined relationship processes for the main groups, using specific departments which are responsible for ensuring effective management in alignment with our sustainability commitments. More information can be found on our website.
Recognizing the importance of stakeholders for REN's business, we hold stakeholder consultation processes every two years. These processes directly influence our sustainability approach, guiding initiatives to meet identified needs and reinforce REN's commitment to responsible practices.
The sustainability issues submitted to stakeholders' consideration are defined from a benchmarking analysis with national and international companies of reference, complemented by the main industry trends, regulations, ratings and voluntary reporting frameworks and the results of previous consultations. Since 2011, we have held six consultation processes, with the next scheduled for 2025. The topics identified are discussed and approved by the Executive Committee and incorporated into the REN sustainability approach.
General Meeting, roadshows, Investor Day, Investor Relations Office, REN Website, and Integrated Report.
Meetings and working groups, conferences and workshops, employment fairs, study visits, REN website, clarification sessions, Green number, Integrated Report, periodic publications, and Environmental Impact Assessment procedures.

Meetings and working groups, REN website, clarification sessions, Integrated Report, satisfaction and organizational climate surveys, REN TV Channel, REN Intranet, social events, and human resources platform.
General Meeting, meetings and working groups, conferences and workshops, Investor Day, Investor Relations Office, REN website, and Integrated Report.
Joint committees, meetings and working groups, REN website, CMVM website, Integrated Report, and perceived quality assessment survey.
Meetings and working groups, REN website, Electronic Purchasing Platform, clarification sessions, Integrated Report and Supplier Performance Assessment.
General Meeting, meetings and working groups, REN website, CMVM website, Energy Services Regulatory Authority (ERSE) Website, clarification sessions, Integrated Report, periodic publications, Environmental Impact Assessment procedures, and perceived quality assessment survey.

Meetings and working groups, and REN website.
III

The relevance of this engagement has also led to the development of a Stakeholder Relationship Policy. This policy aims to strengthen REN's commitment by defining the guiding principles to maintain an ethical, integral, and mutually positive relationship with all stakeholders.
Furthermore, and with the aim of ensuring that every stakeholder has proper followup, since 2022 we have provided a contact, opinion, and complaint mechanism, which is publicly accessible on the REN website. The form provided has predefined categories and contact topics, allowing communications to be handled efficiently as they are forwarded direct to the respective REN department.
• Information • Opinion/ suggestion • Complaint
Every two years, we conduct a materiality review, a relevant process to identify material issues, both for the purposes of reporting non-financial information and for defining our sustainability approach. In 2023, a new stakeholder consultation process was conducted, the result of which proved to be essential for the review of materially relevant topics, in alignment with the concept of double materiality. The result of this review is publicly available on our website.
In 2024, we adjusted the double materiality analysis, bring it into alignment with the methodology of the European Financial Reporting Advisory Group (EFRAG) – "Implementation Guidance Materiality Assessment", while also meeting the requirements of the European Sustainability Reporting Standards (ESRS) of the Corporate Sustainability Reporting Directive (CSRD). Accordingly, a comprehensive analysis of impacts, risks, and opportunities (IROs) was carried out for the ten topics of the ESRS standards and their subtopics, as well as for specific REN topics, reflecting the nature of our business. The identified IROs have influence on or are influenced by our strategy and business model.
The double materiality assessment process consists of different stages, specifically:

2
3
1 IDENTIFICATION AND MAPPING OF POTENTIAL TOPICS AND MATERIAL IROs IROs are identified via a comprehensive and systematic analysis which brings together external and internal sources of information, such as results of the stakeholder consultation held in 2023, analysis of trends and context, sector references, peer benchmarking, ratings, risk assessments and business opportunities, as well as an analysis of climate scenarios and other relevant sources.
Mapping of different potentially material IROs by topic, sub-topic or sub-sub-topic of sustainability, in alignment with the ESRS.
FILTERING THE EXTENSIVE LIST OF IROs
Review, discussion and validation of potentially material IROs to define a final draft of potentially material main IROs, broken down into topic, sub-topic or sub-sub-topic of the ESRS, for analysis and evaluation.
EVALUATION OF MATERIAL IROs Definition of the thresholds for impact materiality (impacts) and financial materiality (risks and opportunities) and evaluation of the materiality of the different IROs.
Analysis and processing of information to determine the results of double materiality.
Calibration of the results and internal validation of the material IROs by top management.
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The IROs evaluation followed the methodology set out by EFRAG, assessing impacts through two parameters, severity or magnitude (either negative or positive impact) and the likelihood of occurrence. In turn, the severity parameter was broken down into three sub-parameters for negative aspects (scale, scope and irremediability) and two for positive impacts (scale and scope). With respect to the assessment of risks and opportunities, both were evaluated for the magnitude of the financial impact and the likelihood of occurrence. All scales consider an assessment from 1 to 5 (1 - lowest impact/ risk/ probability and 5 - highest impact/ risk/ probability). Topics above the average of the IROs evaluated were considered material. In line with the guide, any topic that contains at least one impact, risk, or material opportunity makes the topic material, either from an impact perspective or from a financial
perspective. In each specific section, the materially relevant IROs will be presented, together with REN actions to deal with each.
As a result of the analysis of the 80 IROs evaluated, REN identified 42 as being materially relevant, which were grouped into nine priority topics (six general topics and three specific topics). These include climate change, biodiversity and ecosystems, own workforce, employees in the value chain, affected communities, business conduct, cybersecurity, innovation and interruptions to power transmission and distribution.
Topics related to pollution, water and marine resources, the circular economy and consumers/ end users were not considered materially relevant to REN's business. None of the IROs associated with these topics reached the threshold of defined materiality, and were therefore excluded.
As a result of the analysis of the 80 IROs evaluated, REN identified 42 as being materially relevant, which were grouped into nine priority topics.
| Thematic standard/ topic | Impact materiality |
Financial materiality |
Relation to the material topics identified in the priority axes |
Section |
|---|---|---|---|---|
| ESRS E1 Climate change |
Climate change Energy efficiency Integration of renewable energies |
4. Sustainability statement: 4.2.2 Climate Change |
||
| ESRS E2 Pollution | - | - | ||
| ESRS E3 Water and marine resources |
- | - | ||
| ESRS E4 Biodiversity and ecosystems |
Biodiversity and forestry | 4. Sustainability statement: 4.2.3 Biodiversity |
||
| ESRS E5 Circular economy |
- | - |
SOCIAL
| Thematic standard/ topic | Impact materiality |
Financial materiality |
Relation to the material topics identified in the priority axes |
Section |
|---|---|---|---|---|
| ESRS S1 Own workforce | Respect for human rights Occupational health and safety Diversity, equality, and inclusion Management of human capital and training |
4. Sustainability statement: 4.3.1 REN employees |
||
| ESRS S2 Workers in the value chain |
Respect for human rights Sustainable supply chain |
4. Sustainability statement: 4.3.2 Supply chain management |
||
| ESRS S3 Affected communities |
Respect for human rights Community engagement and support Health and safety of surrounding communities |
4. Sustainability statement: 4.3.3 Communities |
||
| ESRS S4 Consumers and end users |
- | - |
GOVERNANCE
| Thematic standard/ topic | Impact materiality |
Financial materiality |
Relation to the material topics identified in the priority axes |
Section |
|---|---|---|---|---|
| ESRS G1 Business Conduct |
Ethics and conduct Anti-corruption |
4. Sustainability statement: 4.4.1 Ethical culture and fight against corruption |
| Thematic standard/ topic | Impact materiality |
Financial materiality |
Relation to the material topics identified in the priority axes |
Section |
|---|---|---|---|---|
| O1 Cybersecurity | - | 4. Sustainability statement: 4.5.2 Cybersecurity |
||
| O2 Innovation | - | 4. Sustainability statement: 4.5.1 Innovation |
||
| O3 Power T&D interruptions | Operational safety, emergency preparedness, and response | 1. Our activity: 1.2 Electricity 1.3 Gas |
SOCIAL
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The materially relevant IROs are broken down by topic in the following tables:
| Thematic standard/ topic |
Type | of IRO IRO Description | Type of impact (Actual/ potential/ ST/ MT/ LT) |
Impact on the value chain (OP/ U/ D/ U&D) |
|
|---|---|---|---|---|---|
| ESRS E1 Climate change |
GHG emissions from REN activities and value chain |
Actual | ST | OP/ U&D | |
| Contribution to a Net Zero economy |
Potential | LT | OP/ U&D | ||
| Measures to reduce, absorb and/ or offset GHG emissions from the value chain |
Potential | ST | OP/ U&D | ||
| Occurrence of extreme climate events |
Actual | MT/ LT | OP | ||
| Slower-than-expected growth in connections to renewable energy sources |
Potential MT/ LT | OP/ U | |||
| Development and/ or expansion of low carbon products and services |
Potential MT/ LT | OP | |||
| Use of green financing techniques (e.g., Green Bonds) |
Actual | ST | OP | ||
| Hydrogen infrastructure |
Potential MT/ LT | OP/ U&D | |||
| ESRS E4 Biodiversity and Ecosystems |
Protection, conservation, and restoration of land biodiversity |
Actual | ST | OP/ U&D | |
ST – Short-term MT – Medium-term LT – Long-term OP – Own operations U– Upstream D – Downstream
| Thematic standard/ topic |
Type | of IRO IRO Description | Type of impact (Actual/ potential/ ST/ MT/ LT) |
Impact on the value chain (OP/ U/ D/ U&D) |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ENVIRONMENT | ESRS S1 | Work accidents | Actual | ST/ MT | OP | ||||||
| Thematic | Type of impact Impact on the (Actual/ potential/ value chain ST/ MT/ LT) (OP/ U/ D/ U&D) |
Own workforce |
Remuneration above the minimum subsistence limit |
Actual | ST/ MT | OP | |||||
| standard/ topic |
Type | of IRO IRO Description | Employee satisfaction and motivation survey |
Actual | ST/ MT | OP | |||||
| ESRS E1 | GHG emissions from REN activities and value chain |
Actual | ST | OP/ U&D | Development of a safety culture | Actual | ST/ MT | OP | |||
| Climate change | Employee training and skill development | Actual | ST/ MT | OP | |||||||
| Contribution to a Net Zero economy |
Potential | LT | OP/ U&D | Diversity and inclusion | Actual | ST/ MT | OP | ||||
| Measures to reduce, | OP/ U&D | Talent attraction and retention | Actual | ST/ MT | OP | ||||||
| absorb and/ or offset GHG emissions from |
Potential | ST | Work accidents | Actual | ST/ MT | OP | |||||
| the value chain | Employment reputation | Actual | ST/ MT | OP | |||||||
| Occurrence of extreme climate events |
Actual | MT/ LT | OP | Stability and quality of employment | Actual | ST/ MT | OP | ||||
| Slower-than-expected | ESRS S2 Workers in the value chain |
REN's commitment to employees training | Actual | ST/ MT | OP | ||||||
| growth in connections to renewable energy sources |
Potential MT/ LT | OP/ U | Occupational health and safety in the value chain |
Actual | ST/ MT | U | |||||
| Development and/ or expansion of low |
Training and skill development of employees in the value chain |
Actual | ST/ MT | U | |||||||
| carbon products and services |
Potential MT/ LT | OP | REN operations can be compromised by inadequate working conditions in the value chain |
Actual | ST/ MT | U | |||||
| Use of green financing techniques (e.g., Green Bonds) |
Actual | ST | OP | Work-related accidents relating to workers in the value chain |
Actual | ST/ MT | U | ||||
| Hydrogen | Potential MT/ LT | OP/ U&D | Forced labour in the value chain | Actual | ST/ MT | U | |||||
| ESRS E4 Biodiversity and |
infrastructure Protection, conservation, and restoration of land biodiversity |
Actual | OP/ U&D | Implementation of Human Rights and Environmental Due Diligence in the supply chain |
Potential | MT | OP/ U | ||||
| Ecosystems | ST | Selection of suppliers with good labour and human rights practices |
Potential ST/ MT | U | |||||||
| ESRS S3 Affected |
Development of partnerships with the community |
Actual | ST/ MT | U&D | |||||||
| communities | Safety of local communities | Actual | ST/ MT | U&D | |||||||
| Positive impact | Negative impact | Risk | Opportunity | Balanced relationship with the local community |
Actual | ST/ MT | U&D |
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GOVERNANCE
| Thematic standard/ topic |
Type | of IRO IRO Description | Type of impact (Actual/ potential/ ST/ MT/ LT) |
Impact on the value chain (OP/ U/ D/ U&D) |
|
|---|---|---|---|---|---|
| ESRS G1 Business Conduct |
Protection of whistleblowers through anti-retaliation policies and procedures |
Actual | ST/ MT | OP/ U&D | |
| Timely payment to suppliers | Potential ST/ MT | U | |||
| Responsible management of the supply chain |
Potential ST/ MT | U | |||
| Non-compliance with the contract and/ or the supplier's code of conduct |
Actual | ST/ MT | U | ||
| Anti-fraud, corruption, and bribery | Actual | ST/ MT | OP/ U | ||
| Whistleblowing | Actual | ST/ MT | OP/ U&D | ||
| Sustainable supply chain management |
Actual | ST/ MT | OP/ U |
| Thematic standard/ topic |
Type | of IRO IRO Description | Type of impact (Actual/ potential/ ST/ MT/ LT) |
Impact on the value chain (OP/ U/ D/ U&D) |
|
|---|---|---|---|---|---|
| Cybersecurity | Cyberattacks on REN infrastructure and systems |
Potential | ST/ MT | OP/ D | |
| Occurrence of cyberattacks | Actual | ST/ MT | OP | ||
| Innovation | Operational innovation | Actual | ST/ MT | OP | |
| Innovative projects | Actual | ST/ MT | OP/ U&D | ||
| Power T&D interruptions |
Power T&D interruptions | Actual | ST/ MT/ LT | OP/ D |
Positive impact Negative impact Risk Opportunity ST – Short-term MT – Medium-term LT – Long-term OP – Own operations U– Upstream D – Downstream


With regard to the sustainability statement, information on due diligence can be found in the following chapters:
4.1.2 Materiality ESRS 2 SBM-3, ESRS 2 IRO-1
D. TAKING ACTIONS TO ADDRESS THOSE ADVERSE IMPACTS
We recognize the importance of implementing robust due diligence procedures as an integral part of our commitment to sustainability, ensuring that negative impacts on human rights and the environment are identified, prevented, mitigated, and remediated in all our operations and value chain.
The Corporate Sustainability Due Diligence Directive (CS3D), which entered into force in July 2024, requires the existence of robust processes for the management of potential or actual negative impacts caused by the company's operations and/ or its value chains in environmental and human rights matters. Although CS3D is not yet directly applicable to REN, we made the strategic decision to carry out an in-depth alignment analysis based on several steps, including an initial diagnosis to identify gaps, the prioritisation of measures and a roadmap of next steps.
As this is a multi-year plan, it is important to note that steps have already been taken in several areas to move towards voluntary alignment with the guidelines. This positioning reflects REN Group's long-term sustainability vision, recognising the advantages of strengthening the commitment to sustainable practices, ensuring better risk management,
improving control over the value chain and anticipating future regulatory requirements.
As a result of this work, and based on the assessment of REN's initial alignment with the guidelines of the CS3D Directive, 43 alignment items were identified, divided into four groups:
Integration of due diligence principles into the company's strategy;
Diagnosis of the current situation, risk assessment, and definition of procedures to minimize negative impacts;
Channels for reporting concerns or irregularities; and
Clear and detailed disclosure of practices and results relating to due diligence.
As a result of this comprehensive process, involving the various areas of the company, the creation and/ or revision of documents is being analysed with the aim of strengthening the resilience and sustainability of operations and the value chain.
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Integrated management report
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The Sustainability Committee has the
Collaborate in defining, updating, and reviewing the REN Group sustainability approach.
following competences:
Provide an opinion on the necessary resources and to monitor the implementation of the sustainability approach and the management of its impacts, risks, and opportunities (IROs).
Monitor and report to the BD the application of policy and company performance in economic, social, and environmental indicators.
Perform other duties or tasks in matters of sustainability delegated to the Sustainability Committee by the BD.
Issue opinions on any sustainability related topic, at the request of the BD or at its own initiative.
Collaborate in the development of the Integrated Report, which includes sustainability information.
Given the increasingly important role of sustainability, the REN structure has been strengthened to ensure effective management at management level and in key decisions in such matters. We consider it essential to employ an approach to sustainability which is aligned and integrated into our business plan and ensures that the necessary structures exist to comply accordingly, including the following:
The company strategic lines and business plan, which incorporate sustainability issues, are defined by the Board of Directors. In order to support and advise the Board of Directors on the integration of sustainability principles into the REN Group decision-making and management process, a Sustainability Committee was established within the Board of Directors, composed of five members: the three members of the Executive Committee and two independent members from the Board of Directors. This advisory committee is governed by
ESRS 2 GOV-1 ESRS 2 GOV-2 GRI 2-12 GRI 2-13 GRI 2-14 GRI 2-17
regulations which are available on the company's website detailing its powers and operating standards.
In 2024, the Sustainability Committee met three times to further analyse topics such as sustainability reporting, environmental, social and governance performance, review the sustainability approach and approve the Sustainability Policy, to conduct a gap analysis against ESRS requirements, within the scope of CSRD, sustainability due diligence, analysis of initiatives aimed at decarbonization, management of natural capital, as well as performance in ESG ratings and impact, risk, and opportunity management.
Additionally, reporting by the Executive Committee to REN's Board of Directors – monthly, quarterly, half-yearly and annually – covers information on sustainability issues, both with respect to this body's meetings as well as through periodic management reports. Following these reports and based on the information provided by the different areas, the Board of Directors approves the sustainability report and the financial and non-financial information to be disclosed by the company to stakeholders and the market in general.
The management, monitoring, and general strategic coordination of the sustainability approach is the responsibility
of the Sustainability and Communication Department. The focus is to ensure that sustainability practices are aligned with the company's strategic objectives, ensuring implementation, as well as transparency. At the same time, the Operational Sustainability Department is responsible for implementing the sustainability strategy in Group operations, ensuring its practical application in company business.
When preparing the sustainability statement, a series of internal controls are implemented to guarantee the reliability and accuracy of the data reported, thus mitigating the main risks identified. The information to be reported includes the stakeholder consultation, the double materiality analysis, and the identification of impacts, risks, and opportunities (IROs), which cover the material topics that REN addresses with respect to sustainability.
Every year, sustainability information is subject to external verification, and any recommendations for improvement arising from this process are integrated into future reports. The process also includes context analysis, trends, benchmarking, and applicable regulations, as well as considerations of the ratings in which REN is evaluated, such as the S&P CSA, MSCI, CDP, Sustainalytics and ISS.
The structure of the Sustainability statement is approved by the Sustainability Committee. Further work involves requests for information from the relevant internal areas, and all information received is subject to a number of review processes. Quantitative information is also reported on the internal sustainability platform which centralizes and monitors reported data, as well as via other tools.
After internal validation, the information is subject to independent external verification. See Independent Limited Assurance Report. Risk assessment for sustainability reporting is integrated throughout the process, mitigating the risks identified through controls such as iterative internal reviews, multi-stage validations and via the independent external audit process, ensuring the robustness and consistency of information.
The final document is submitted to the Board of Directors for approval, then sent to the General Meeting and published in the CMVM as an integral part of the REN Integrated Report.

The implementation of the European Union's (EU) taxonomy of environmentally sustainable activities ( Regulation No 852/2020) represents an important milestone in sustainable financing. The EU's response to the challenge of mitigating the impacts of climate change is a priority, and the taxonomy is an essential tool to achieve this goal. The aim is to guide investment toward sustainable activities, establishing clear performance criteria and reducing the risk of greenwashing.
At REN, sustainable development is more than a fundamental value - it is a commitment that permeates all our activities. We observe strict and quantifiable sustainability criteria, seeking not only operational excellence, but also a positive
impact on the communities and ecosystems where we operate. In fact, sustainability is one of the pillars of our Strategic Plan for 2024-2027, as detailed in section 2.1 Strategy. Accordingly, the alignment of our activities with the EU taxonomy plays a key role in strengthening our position as a committed agent in the transition to a more sustainable and resilient economy.
The first step in responding to the taxonomy is to identify eligible activities which are identified in the Environmental and Climate Delegated Acts. For an eligible activity to be considered environmentally sustainable, it must contribute to at least one of the six environmental objectives, do no significant harm to any of the other five and comply with minimum social safeguards.

III

6 PROTECTION AND RESTORATION of biodiversity and ecosystems
REN started analysing its activities within the scope of the taxonomy in 2021 identifying the proportion of eligible economic activities. In 2022 this analysis became more robust, detailing eligibility and alignment with the first two environmental objectives included in the Climate Delegated Act as required by the respective Regulation. In 2023, with the publication of the Environmental Delegated Act, a new analysis of eligibility and alignment was carried out for the
remaining four objectives and for updates to the Climate Delegated Act. In 2024, we revisited the list of eligible activities as well as their technical criteria.
To assess the alignment of our activities, REN analyses the criteria for substantial contribution and the criteria for no significant harm (DNSH) set out in the Environmental and Climate Delegated Acts, as well as compliance with minimum social safeguards.
Regarding the Climate Delegated Act, the analysis was carried out for the objective of climate change mitigation. With respect to the Environmental Delegate Act, the analysis concluded that there are no activities within the current scope of REN work. The overall result obtained was as follows:
| Objective | Activity | Description of REN activity | |
|---|---|---|---|
| Mitigation | 4.9 Transmission and distribution of electricity |
REN operates the RNT that connects producers to consumption centres at very high voltage, covering all mainland Portugal and interconnections to the Spanish network. |
|
| 4.14 Transmission and distribution networks for renewable and low-carbon gases |
REN has a series of projects to adapt the gas transmission, distribution, and storage infrastructure to hydrogen, including investment to connect biomethane producers. |
||
| 6.5 Transport by motorbikes, passenger cars, and light commercial vehicles |
Investment in the mobile fleet (light vehicles, mostly electric and/ or plug-in hybrid vehicles). |
||
| 7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) |
Investment associated with the installation of charging systems to support REN's electric mobility. |
||
| 7.6 Installation, maintenance and repair of renewable energy technologies |
Investments made in the acquisition and installation of panels to produce electrical and thermal power. |
||
| 8.1 Data processing, hosting and related activities |
Through RENTELECOM, housing services are provided at the datacenters of Lisbon, Sacavém, Ermesinde and Riba de Ave. |
REN's activity for gas transmission, distribution, the technical management of the National Gas System, and the underground storage of gas, were considered as ineligible activities, given that they are not included in the Climate Delegated Act and are not listed in Regulation 2022/ 2014 regarding economic activities in certain energy sectors.
Activity 7.4 - Installation, maintenance, and repair of charging stations for electric vehicles in buildings is eligible. However, there are no figures to report for Revenue, Capex or Opex in 2024. We decided to keep the report, since in the KPI Disclosure section we present a table with data from 2023 that includes information on this activity.
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II
REN analysed all the technical criteria of "Substantial Contribution" and "Do No Significant Harm" set out in the Climate Delegated Act, Annex I - Mitigation, for eligible activities in accordance with the tables beside:
| ACTIVITY: 4.9 TRANSMISSION AND DISTRIBUTION OF ELECTRICITY |
|||||||
|---|---|---|---|---|---|---|---|
| SC/ DNSH criteria |
Description of the criteria (non-exhaustive) | Alignment analysis | |||||
| SC | The infrastructure or equipment for the transmission and distribution of electricity meets at least one of the following criteria: |
The entire REN electricity transmission network is located in Portugal (connected to the European system). New infrastructure in Portugal is intended to connect new renewable capacity to the |
|||||
| 1) forms part of the interconnected European system; | grid, with an average grid emission factor below 100g CO2eq/ kWh (estimated). |
||||||
| 2) More than 67% of newly enabled generation capacity in the system is below the generation threshold value of 100 g CO₂eq/ kWh (measured on a life cycle basis); and |
With regard to Transemel, the activities carried out focused on building/ installing infrastructure with the main goal of increasing the production or use of electricity produced from renewable sources. |
||||||
| 3) The average emission factor of the network | SC criteria complied with. |
Additionally, the consumption metering infrastructure complies with the requirements applicable to smart metering systems forest out in Article 20 of Directive (EU) 2019/944.
is below the limit value of 100 CO₂eq/ kWh (measured on a life cycle basis).
| DNSH | Climate change adaptation. | See analysis of application of appendix A below. |
|---|---|---|
| DNSH | Transition to a circular economy. | REN follows the best waste management practices by applying a waste management plan that ensures maximum reuse or recycling at the end of life. In our Quality, Environment and Safety Policy Statement, we undertake to minimize the impacts arising from our work by promoting the rational use of natural resources. At the end of 2023, REN approved the Circular Economy Roadmap and Strategy, a document that sets out the way to achieve carbon neutrality and apply the principles of the circular economy by 2040. In 2024, the Circular Economy Working Group (CEWG) was established, integrating representatives from different operational areas, with the aim of ensuring the implementation of the roadmap and strategy, as detailed in section 4.2.4 Resources – Circular economy. |
| DNSH criteria complied with. | ||
| DNSH | Pollution prevention and control. | REN complies with the rules and regulations applicable to electromagnetic waves. REN is certified in accordance with the ISO 45001 standard: Health and Safety Management Systems. REN activities do not involve the use of PCBs. |
| DNSH criteria complied with. | ||
| DNSH | Protection and restoration of biodiversity and ecosystems. |
See analysis of application of appendix D below. |
II
TRANSMISSION AND DISTRIBUTION NETWORKS FOR RENEWABLE AND LOW-CARBON GASES
| SC/ DNSH criteria | Description of the criteria (non-exhaustive) | Alignment analysis |
|---|---|---|
| SC | The activity covers the subsector to adapt transmission and distribution networks to allow hydrogen and other low-carbon gases to be integrated, including activities to increase the mixture of hydrogen or other low-carbon gases in the gas transmission and distribution networks. |
In 2024, the main investments made focused on completing the certification process for REN's infrastructures, complying with the Portuguese government's plan (hydrogen injection of up to 10% in the National Transmission Network and Underground Storage and up to 20% in the distribution network). Specific projects related to the injection of renewable gases into existing infrastructures were also developed. SC criteria complied with. |
| DNSH | Climate change adaptation. | See analysis of application of appendix A below. |
| DNSH | Sustainable use and protection of water and marine resources. | See analysis of application of appendix B below. |
| DNSH | Pollution prevention and control. | The investment made is in accordance with the requirements in this regard. DNSH criteria complied with. |
| DNSH | Protection and restoration of biodiversity and ecosystems. | See analysis of application of appendix D below. |

TRANSPORT BY MOTORBIKES, PASSENGER CARS AND LIGHT COMMERCIAL VEHICLES
| SC/ DNSH criteria | Description of the criteria (non-exhaustive) | Alignment analysis | ||||
|---|---|---|---|---|---|---|
| SC | For vehicles in categories M1 and N1, up to 31 December 2025, specific CO₂ emissions were less than 50 gCO₂/ km. |
The fleet acquired by REN essentially consists of hybrid plug-in and electric vehicles. SC criteria complied with. |
||||
| DNSH | Climate change adaptation. | See analysis of application of appendix A below. | ||||
| DNSH | Transition to a circular economy. | Vehicles comply with Directive 2005/64/EC, and are up to 85% reusable or recyclable and up to 95% recoverable. Furthermore, in the usage phase, we apply waste management measures, including the reuse and recycling of batteries and electronic components, through dealers designated by the brands, which ensure sorting and routing to authorized destinations. After the depreciation period, vehicles are donated or sold to institutions or employees, allowing them to continue in circulation until the end of their life thus also promoting the circular economy. DNSH criteria complied with. |
||||
| DNSH | Pollution prevention and control. | Requirements associated with the approval of light vehicles with regard to emissions, requirements for external noise and the provisions of Regulation (EU) No 540/2014 of the European Parliament and of the Council. It was not possible to identify sufficient supporting information to reasonably assess this criterion. DNSH criteria not complied with. |

INSTALLATION, MAINTENANCE AND REPAIR OF RENEWABLE ENERGY TECHNOLOGIES
| SC/ DNSH criteria | Description of the criteria (non-exhaustive) | Alignment analysis | ||||
|---|---|---|---|---|---|---|
| SC Installation, maintenance, and repair of solar collectors to heat water and auxiliary technical equipment. |
REN has acquired and installed solar collectors in buildings to produce thermal power as part of our approach to energy efficiency, as detailed in section 4.2.2 Climate change. SC criteria complied with. |
|||||
| DNSH | Climate change adaptation. | See analysis of application of appendix A below. |
DATA PROCESSING, HOSTING AND RELATED ACTIVITIES
| SC/ DNSH criteria | Description of the criteria (non-exhaustive) | Alignment analysis |
|---|---|---|
| SC | Economic operators have adopted all the relevant practices listed in the "expected practices" list in the most recent version of the European Code of Conduct on Data Centre Energy Efficiency. The global warming potential (GWP) of refrigerants used in the datacentre cooling system does not exceed 675. |
RENTELECOM operates the datacentres of REN - Redes Energéticas Nacionais, S.A., through hosting activities. As such, RENTELECOM only manages and controls such datacentres. The datacenters are owned by REN - Rede Energética Nacionais, S.A. and not RENTELECOM. SC criteria not complied with. |
| DNSH | Climate change adaptation. | See analysis of application of appendix A below. |
| DNSH | Sustainable use and protection of water and marine resources. | See analysis of application of appendix B below. |
| DNSH | Transition to a circular economy. | Requirements associated with Directive 2009/125/EC regarding servers and products for data storage and waste management plan. The datacenters are owned by REN - Rede Energética Nacionais, S.A. and not RENTELECOM. |
| It was not possible to identify sufficient supporting information to reasonably assess this criterion. |
||
| DNSH criteria not complied with. |
I

Relevant climate risks are periodically assessed by REN with regard to activities in Portugal through a Risk Management System.
Relevant climate risks (acute and chronic physical risks) are periodically assessed by REN with regard to activities in Portugal through a Risk Management System (further information on this subject can be seen in subchapter 2.3 Risk management).
Acute physical risks relating to climate (such as forest fires, heavy rain or floods) can affect transmission lines, particularly electricity transmission lines, as well as other infrastructure managed by REN and the entire value chain, thus affecting the economic performance. In the case of the acute risk "Forest Fires", the potential financial impact with regard to TCFD was detailed and quantified (see Annex 6. TCFD recommendations).
Chronic physical risks refer to long-term changes in climate patterns, such as rising sea levels or chronic heat waves, and can damage REN equipment (for example, the increase in average temperature can affect external equipment that has a certain maximum operating temperature defined by the manufacturer).
With regard to projections, REN analysed possible ways to reduce CO2 emissions based on the evolution of Public Policy. This is achieved in the scenarios set out in the National Energy and Climate Plan (PNEC 2030), the Electricity and Gas Supply Security Monitoring Reports, and REN initiatives. The analysis included three timelines: current (2024), medium-term (2030) and long-term (2050) and revealed that REN faces potential impacts associated with physical risks arising from the effects of climate change on our activity due to extreme weather conditions (for more detail on the scenario analysis, see subchapter 4.2.2 Climate change). For physical risks, REN based the analyses on the scenarios developed by the IPCC. In terms of the trajectory for temperature increase, two main scenarios were considered (increase of ~1,5ºC and increase of ~4,0ºC). Relating the sources/ scenarios with the trajectories, REN defined the following scenarios: an increase of 1.5ºC (decarbonization scenario - Go Green) and an increase of 4.0ºC (fossil fuel scenario - BAU), aligned
with the main references: IEA-WEO (NetZero [~1.5ºC] and STEPS [~4ºC]); IPCC (RCP/ SSP-2.6 [~1.5ºC] and RCP/ SSP-8.5 [~4ºC]). With respect to timelines, whenever possible, the diagnosis of climate risks and opportunities analysed the current timeline (~2030), the medium term (~2030) and the long term (~2050).
II
The Environmental Impact Assessment (EIA) is an assessment tool which applies to some of the public utility infrastructure projects promoted by REN, used to obtain an operating license (more details on EIA can be found in subchapter 4.2.3 Biodiversity - Environmental management). With regard to the sustainable use and
protection of water and marine resources, the EIA includes an assessment of the impact of projects on water resources. For new projects, REN assesses whether the physical changes in surface water bodies, or whether the change in water table levels in groundwater bodies, resulting from the implementation of the projects, are permanent and cause a change in the state of water bodies and allow the objectives of the Water Framework Directive as transposed by the Water Law (WFD/ WL) to be achieved.
During network operation and maintenance, monitoring and supervision actions are carried out to ensure compliance with attenuation, mitigation and monitoring measures provided for in the Environmental Impact Statement (EIS) and in the Execution Project Environmental Compliance Report (RECAPE).
The planning and design of execution projects and environmental studies is carried out with the premise of minimizing the impact on sensitive areas. However, where over interference in these areas proves to be necessary, because there is no viable alternative, REN guarantees compliance with the regulations applicable to protected areas, and in the environmental study phase, and then safeguards the characterization of the ecological values present, as
well as birdlife targets and monitoring during the operation phase. In relation to priority habitats, field surveys of the ecological component also ensure that the implementation project and the distribution of supports avoids affecting areas with greater biodiversity values.
On the other hand, recognizing the impacts and dependencies related to biodiversity is vital for managing risks and opportunities relating to natural capital. In this regard, in 2024 REN started the project "Natural Capital Strategy and Management Plan" with the goal of assessing the potential impacts and material dependencies of business in relation to nature and mapping the activities of our value chain. To achieve this, tools recognized on an international level are used such as the Taskforce on Nature-related Financial Disclosure (TNFD) to help identify impacts and dependencies relating to nature by sector of activity, the materiality analysis tool of the Science-Based Targets for Nature Initiative (SBTN 2024) and Exploring Natural Capital Opportunities, Risks and Exposure (ENCORE 2024). We have also established new commitments under act4Nature and actively collaborate with the Renewable Grid Initiative (RGI) association.
REN seeks to generate a positive impact on the environment through its efforts and work to restore biodiversity in the ecosystems surrounding operations, such as reforestation of access corridors, integrated vegetation management and the inclusion of native species, preservation of the land we manage, conservation of habitats and anti-collision devices and the use of platforms on high tension lines for nesting.
Since 2015, the Group has run a research and knowledge transfer program called the "REN Chair in Biodiversity", a partnership between CIBIO - Research Centre in Biodiversity and Genetic Resources at the University of Porto (CIBIO-InBIO) and the FCT (Foundation for Science and Technology). This protocol has been successively renewed, and the current protocol for 2024-2026, between REN and CIBIO-InBIO includes a specific research programme for birdlife and scientific consultancy to develop our natural capital strategy (further detail on the REN Chair can be found in subchapter 4.2.3 Biodiversity).
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Integrated management report
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In accordance with Article 3 of the Taxonomy Regulation, published in 2020, for an activity to be considered sustainable it must comply with the minimum safeguard requirements.
The Final Report on Minimum Safeguards, published by the European Commission's Sustainable Finance Platform in October 2022, identifies four main topics where compliance with minimum safeguards must be defined: Human Rights, Corruption, Taxation and Fair Competition. Accordingly, compliance with Minimum Safeguards is ensured by Article 18 of the Taxonomy Regulation together with the Final Report on Minimum Safeguards and the information set out in the European Commission Notice on the interpretation and application of certain legal provisions of the EU Taxonomy Regulation.
REN recognises its role in respecting human rights, labour practices, environmental protection and anti-corruption.
To ensure the protection and prevention of these issues, the Integrity Policy was approved in 2021, which aims to define the principles of action and duties applicable to employees of REN Group companies and other partners, in order to prevent the practising of illicit acts, such as crimes of corruption, money laundering and terrorist financing, and to promote ethics, integrity and transparency in our work, ensuring compliance with legislation and
regulations in force. The Integrity Policy is also reflected in the REN Group Code of Conduct which sets out the rules of ethics and professional conduct to be observed by all employees and members of governing bodies.
In the Code of Conduct, a commitment is made to repudiate child labour or forced labour in the form of slavery, promoting respect for human rights, labour and freedom of association and actively participating in social and cultural initiatives, promoting more active and responsible citizenship. Additional information on the commitments taken on in this regard can be found in subchapter 4.4.1 Ethical culture and fight against corruption.
REN expects its suppliers to pledge to observe the Conventions of the International Labor Organization (ILO), declaring and guaranteeing that their workers fully enjoy all the rights and duties set out in national legislation and in International Conventions, without any restriction. No kind of abuse or violation of fundamental human rights by suppliers is tolerated, nor is any tolerance on their part for possible abuses or violations they witness. REN Group suppliers undertake to make their best efforts to implement sustainability policies and to promote levels of requirement equivalent to those of the Supplier Code of Conduct in relation to their suppliers, service providers and subcontracted entities. Failure to comply with the Supplier Code of Conduct may
result in termination of our relationship with the supplier, depending on the severity of the violation and the specific circumstances. By adhering to this code, the supplier accepts REN's right to carry out audits at its facilities, both with regard to the Supplier Code of Conduct and the REN Group Social Responsibility Policy (further detail can be found on the supplier management model in subchapter 4.3.2 Supply chain management).
In 2024, REN continued working on implementing a formal Due Diligence process. Although the Due Diligence Directive (CSDDD) is not directly applicable to REN, the Group opted to carry out an in-depth gap analysis and established an action plan to ensure progressive alignment with the directive. See more information in chapter 4.1.3 Due diligence process.
The REN Group believes in a free market with a competitive and transparent environment for the provision of our services. Accordingly, at REN there is zero tolerance for any situation of corruption, influence peddling, receiving undue advantages or paying any benefits contrary to the laws and regulations of the Group and the sector (further detail on our commitment to comply with Anti-Corruption, Taxation and Fair Competition policies can be found in subchapter 4.4.1 Ethical culture and fight against corruption). In 2024, REN created the Compliance area, complementing internal auditing and risk management,
strengthening its commitment to compliance, both internal and external.
In none of these areas were cases or convictions identified that represented a failure in the way REN manages the risks associated with Human Rights, Corruption, Taxation and Fair Competition.
The Final Report on Minimum Safeguards, published by the European Commission's Sustainable Finance Platform in October 2022, identifies four main topics where compliance with minimum safeguards must be defined: Human Rights, Corruption, Taxation and Fair Competition.
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↘ KPIs related to REN's activities in 2024


The table below shows the weighting of eligible activities in the abovementioned KPI in comparison with previous years:
| TOTAL (M€) |
PROPORTION OF ECONOMIC ACTIVITIES ELIGIBLE IN THE TAXONOMY (%) |
PROPORTION OF ECONOMIC ACTIVITIES NON-ELIGIBLE IN THE TAXONOMY (%) |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Turnover | 628.5 | 651.8 | 588.2 | 67.9 | 66.2 | 64.3 | 32.1 | 33.8 | 35.7 |
| Capex | 368.4 | 301.5 | 201.5 | 88.2 | 84.7 | 79.1 | 11.8 | 15.3 | 20.9 |
| Opex | 16.3 | 17.1 | 17.8 | 67.8 | 70.7 | 74.7 | 32.2 | 29.3 | 25.3 |
The Taxonomy Regulation defines Key Performance Indicators (KPIs) for economically sustainable activities that should be reported by non-financial companies.
These include the proportion of turnover related to environmentally sustainable activities (Turnover KPI), the proportion of capital investment (Capex KPI) and the proportion of operational expenditure (Opex KPI) linked to these activities. Furthermore, companies are required to detail the accounting policies adopted to calculate these KPIs.
The chart below summarizes KPIs associated with REN's business in 2024, which are later detailed in the tables required by Article 8 of the Delegated Act: # ↘ Turnover
| FINANCIAL YEAR 2024 | YEAR | SUBSTANTIAL CONTRIBUTION CRITERIA | (DO | NO | SIGNIFICANT | DNSH CRITERIA HARM) |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities (1) |
Code (2) | turnover (3) Absolute |
turnover, year Proportion of 2024 (4) |
mate change mitigation (5) Cli |
mate change Cli |
adaptation (6) Water (7) |
Pollution (8) | economy (9) Circular |
Biodiversity (10) |
mate change mitigation (11) Cli |
mate change adaptation (12) Cli |
Water (13) | Pollution (14) | economy (15) Circular |
Biodiversity (16) |
safeguards (17) m mu Mini |
Taxonomy aligned (A.1) or elegible proportion of turnover (A.2), year 2023 (18) |
Category — enabling activity (19) |
Category — transitional activity (20) |
| € | % | Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y/ N | Y/ N | Y/ N Y/ N Y/ N Y/ N Y/ N | % | E | T | ||||||
| A. TAXONOMY ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1. Environmentally sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| Transmission and distribution of electricity |
CCM 4.9 /CCA 4.9 |
421,832,699 € | 67.1% | Y | N | N/ EL | N/ EL | N/ EL | N/ EL | Y | Y | Y | Y | Y | Y | Y | 63.5% | E | |
| Turnover of environmentally sustainable activities (Taxonomy aligned) (A1) |
421,832,699 € | 67.1% | 67% | 0% | 0% | 0% | 0% | 0% | Y | Y | Y | Y | Y | Y | Y | 64.3% | |||
| Of which, enabling | 421,832,699 € | 67.1% | 67% | 0% | 0% | 0% | 0% | 0% | Y | Y | Y | Y | Y | Y | Y | 63.5% | E | ||
| Of which, transitional | - € | 0.0% | 0% | Y | Y | Y | Y | Y | Y | Y | 0.8% | T | |||||||
| A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) | |||||||||||||||||||
| Data processing, hosting and related activities |
CCM 8.1 / CCA 8.1 |
5,044,716 € | 0.8% | EL | EL | N/EL | N/EL | N/EL | N/EL | 0.0% | |||||||||
| Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
5,044,716 € | 0.8% | 1% | 0% | 0% | 0% | 0% | 0% | 0.0% | ||||||||||
| A. Turnover of Taxonomy-eligible (A.1+A.2) | 426,877,415 € | 67.9% | 68% | 0% | 0% | 0% | 0% | 0% | 64.3% | ||||||||||
| B. TAXONOMY NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| Turnover of Taxonomy non-eligible (B) | 201,587,057 € | 32.1% | |||||||||||||||||
| Total (A + B) | 628,464,472 € 100.0% | Acronyms: |
CCM: Climate change mitigation.
CCA: Climate change adaptation.
Y: Yes, Taxonomy eligible and Taxonomy-aligned activity with the relevant environmental objective.
N: No, Taxonomy eligible but not Taxonomy-aligned activity with the relevant environmental objective.
N/ EL: Not eligible, Taxonomy non-eligible activity for the relevant environmental objective.
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Integrated management report
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In 2024, the denominator for the proportion of turnover consists of our total sales and services as presented in the consolidated income statement, excluding construction income on concession assets.
The proportion of turnover is calculated as the share of annual net turnover derived from products or services, including intangibles, associated with Taxonomyaligned economic activities (numerator) divided by net turnover (denominator) as defined in Article 2(5) of Directive 2013/34/ EU. The turnover shall cover the revenue recognised pursuant to International Accounting Standard (IAS) 1, paragraph 82(a), as adopted by Commission Regulation (EC) No 1126/2008.
In 2024, the denominator for the proportion of turnover consists of our total sales and services as presented in the consolidated income statement, excluding construction income on concession assets. The denominator can be reconciled to the total income presented in Note 24
of the Notes to the consolidated financial statements, and the respective accounting policies are detailed in Note 3 (Revenue).
The numerator corresponds to the amount of the denominator resulting from taxonomy-aligned economic activities, detailed in the point Alignment analysis.
Our annual turnover analysis covers only the economic activities associated with the revenue from sales and services provided to third parties, since intra-group transactions are removed when the consolidated accounts are prepared.
Annual turnover was allocated to taxonomy-aligned economic activities as follows:
• Included under activity 4.9 Transmission and distribution of electricity: the turnover of Group companies operating in the transmission of electricity, which involves REN Eléctrica, which operates in Portugal, and Transemel, which operates in the Chilean market.
Similarly, annual turnover was allocated to eligible economic activity which is not taxonomy-aligned as follows:
• Included under activity 8.1 Data processing, hosting and related activities: the turnover of RENTELECOM with regard to the provision of housing services.
The numerator is calculated using a sequential approach, where allocation to activities takes place in two stages: firstly, at company level, and secondly, at nature of service level. This process ensures that each combination of company and nature of service is assigned exclusively to a single activity, avoiding any duplication.
As detailed in the table above, we have considered the amounts included in the numerator according to their contribution to environmental objective 1. Climate change mitigation. There were no additional amounts to be included in the numerator solely according to environmental Objective 2. Adaptation to climate change.
| FINANCIAL YEAR 2024 | DNSH CRITERIA YEAR SUBSTANTIAL CONTRIBUTION CRITERIA (DO NO SIGNIFICANT |
HARM) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities (1) | Code (2) | Capex (3) | of Capex, year Proportion 2024 (4) |
mitigation (5) mate change Cli |
adaptation (6) mate change Cli |
Water (7) | Pollution (8) | economy (9) Circular |
Biodiversity (10) |
mitigation (11) mate change Cli |
Climate change adaptation (12) |
Water (13) | Pollution (14) | economy (15) Circular |
Biodiversity (16) |
safeguards (17) m Minimu |
Taxonomy aligned (A.1) or elegible proportion of turnover (A.2), year 2023 (18) |
Category — enabling activity (19) |
Category — transitional activity (20) |
| € | % | Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y/ N | Y/ N | Y/ N Y/ N Y/ N Y/ N Y/ N | % | E | T | ||||||
| A. TAXONOMY ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1. Environmentally sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| Transmission and distribution of electricity |
CCM 4.9 / CCA 4.9 |
317,675,791 € | 86.2% | Y | N | N/ EL | N/ EL | N/ EL | N/ EL | Y | Y | Y | Y | Y | Y | Y | 78.4% | E | |
| Transmission and distribution networks for renewable and low-carbon gases |
CCM 4.14 / CCA 4.14 |
3,943,719 € | 1.1% | Y | N | N/ EL | N/ EL | N/ EL | N/ EL | Y | Y | Y | Y | Y | Y | Y | 0.5% | ||
| Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) |
CCM 7.4 / CCA 7.4 |
- € | 0.0% | Y | N | N/ EL | N/ EL | N/ EL | N/ EL | Y | Y | Y | Y | Y | Y | Y | 0.1% | E | |
| Installation, maintenance and repair of renewable energy technologies |
CCM 7.6 / CCA 7.6 |
1,455,584 € | 0.4% | Y | N | N/ EL | N/ EL | N/ EL | N/ EL | Y | Y | Y | Y | Y | Y | Y | 0.0% | E | |
| Capex of environmentally sustainable activities (Taxonomy-aligned) (A1) |
323,075,094 € | 87.7% | 0% | 0% | 0% | 0% | 0% | 0% | Y | Y | Y | Y | Y | Y | Y | 78.4% | |||
| Of which, enabling | 319,131,375 € 86.6% | 0% | 0% | 0% | 0% | 0% | 0% | Y | Y | Y | Y | Y | Y | Y | 78.4% | E | |||
| Of which, transitional | - € | 0.0% | 0% | Y | Y | Y | Y | Y | Y | Y | 0.0% | T | |||||||
| A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) | |||||||||||||||||||
| Transport by motorbikes, passenger cars and light commercial vehicles |
CCM 6.5 / CCA 6.5 |
1,912,992 € | 0.5% | EL | EL | N/EL | N/EL | N/EL | N/EL | 0.3% | |||||||||
| Capex of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A2) |
1,912,992 € | 0.5% | 1% | 0% | 0% | 0% | 0% | 0% | 0.7% | ||||||||||
| A. Capex of Taxonomy-eligible activities (A.1+A.2) |
324,988,086 € 88.2% | 88% | 0% | 0% | 0% | 0% | 0% | 79.1% | |||||||||||
| B. TAXONOMY NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| Capex of Taxonomy non-eligible activities (B) |
43,380,072 € | 11.8% | Acronyms: | CCM: Climate change mitigation. | |||||||||||||||
| Total (A + B) | 368,368,158 € 100.0% | CCA: Climate change adaptation. |
Y: Yes, Taxonomy eligible and Taxonomy-aligned activity with the relevant environmental objective. N: No, Taxonomy eligible but not Taxonomy-aligned activity with the relevant environmental objective. N/ EL: Not eligible, Taxonomy non-eligible activity for the relevant environmental objective.
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Integrated management report
III
The proportion of capital expenditure is defined as taxonomy-aligned Capex (numerator) divided by total Capex (denominator).
Pursuant to the Delegated Act under Article 8 of the Taxonomy, total Capex consists of the value of additions to tangible and intangible assets during the year, including business combinations, before considering depreciation, amortization, and any remeasurements, including those resulting from revaluations and impairments, and excluding fair value changes. Additions of fixed tangible assets (IAS 16), fixed intangible assets (IAS 38), right-of-use assets (IFRS 16), investment property (IAS 40) and biological assets (IAS 41) are included. Goodwill additions are not included.
The numerator corresponds to the portion of capital expenditure included in the denominator that:
In 2024, the denominator of our Capex KPI consisted of total annual additions to tangible and intangible fixed assets, including right-of-use assets. The denominator can be reconciled to the total income presented in Note 8 of the Notes to the consolidated financial statements, and the respective accounting policies are detailed in Note 3 (tangible and intangible fixed assets and leasing operations).
In 2024, the numerator corresponded to the portion of the denominator associated with our taxonomy eligible and aligned economic activities detailed above in the point Alignment analysis, including activities for internal consumption by the Group, and the acquisition of the output of taxonomy eligible and aligned economic activities.
In order to be included in the numerator, the denominator values are first analysed with respect to our economic activities which are eligible or taxonomy-aligned. Only when they do not qualify as such, are they assessed individually as to whether they result from purchase or production of an economic activity which is eligible or taxonomy-aligned, to avoid allocating them to more than one economic activity.
For eligible amounts resulting from the acquisition of the output of economic activities, we analysed the investments for which the suppliers provided us with the necessary information to confirm that the respective economic activity is taxonomy-aligned, including compliance with DNSH criteria and minimum safeguards, or otherwise we considered what could be directly assessed.
In 2024, annual Capex was allocated to taxonomy-aligned economic activities as follows:
Similarly, annual Capex was allocated to eligible economic activities which are not taxonomy-aligned, as follows:
• Included under Activity 6.5 Transport by motorbikes, passenger cars and light commercial vehicles: The Group's Capex relating to the acquisition of vehicles through financial leasing contracts, which result from the acquisition of the output of eligible economic activities. These figures exclude those that have already been considered in the abovementioned activities.
Of the investment in this activity which is included in the numerator, it was not possible to determine alignment with the Taxonomy.
The numerator is calculated through a sequential approach, where allocation to activities takes place in two stages: firstly, at company level, and secondly at the level of the investment project or direct acquisition. This process ensures that each combination of company and project/ nature of acquisition is assigned exclusively to a single activity, avoiding any duplication.
In 2024, the main investment included in the numerator of our Capex KPI associated with our aligned economic activities was 323.1 million euros in activities 4.9, 4.14 and 7.6, where the principal types of investment were the remodelling and construction of new lines and substations (241 million euros).
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Integrated management report
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DNSH CRITERIA
(DO NO SIGNIFICANT HARM)
II
| Economic activities (1) |
Code (2) | Opex (3) | of Opex, year Proportion 2024 (4) |
Climate change mitigation (5) |
Climate change adaptation (6) |
Water (7) | Pollution (8) | economy (9) Circular |
Biodiversity (10) |
Climate change mitigation (11) |
Climate change adaptation (12) |
Water (13) | Pollution (14) | economy (15) Circular |
Biodiversity (16) |
safeguards (17) m Minimu |
Taxonomy aligned (A.1) or elegible proportion of turnover (A.2), year 2023 (18) |
Category — enabling activity (19) |
Category — transitional activity (20) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| € | % | Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y; N; N/ EL |
Y/ N | Y/ N | Y/ N Y/ N Y/ N Y/ N Y/ N | % | E | T | ||||||
| A. TAXONOMY ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1. Environmentally sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| Transmission and distribution of electricity |
CCM 4.9 /CCA 4.9 |
11,019,640 € | 67.8% | S | N | N/ EL | N/ EL | N/ EL | N/ EL | Y | Y | Y | Y | Y | Y | Y | 74.7% | E | |
| Opex of environmentally sustainable activities (Taxonomy-aligned) (A1) |
11,019,640 € | 67.8% | 68% | 0% | 0% | 0% | 0% | 0% | Y | Y | Y | Y | Y | Y | Y | 74.7% | |||
| Of which, enabling | 11,019,640 € | 67.8% | 68% | 0% | 0% | 0% | 0% | 0% | Y | Y | Y | Y | Y | Y | Y | 74.7% | E | ||
| Of which, transitional | - € | 0.0% | 0% | Y | Y | Y | Y | Y | Y | Y | 0.0% | T | |||||||
| A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) | |||||||||||||||||||
| Opex of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A2) |
- | 0.0% | 0% | 0% | 0% | 0% | 0% | 0% | 0.0% | ||||||||||
| A. Opex of Taxonomy-eligible activities (A.1+A.2) |
11,019,640 € | 67.8% | 68% | 0% | 0% | 0% | 0% | 0% | 74.7% | ||||||||||
| B. TAXONOMY NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| Opex of Taxonomy non-eligible activities (B) |
5,232,076 € 32.2% | ||||||||||||||||||
| Total (A + B) | 16,251,717 € 100.0% |
↘ Opex
CCM: Climate change mitigation.
CCA: Climate change adaptation.
Y: Yes, Taxonomy eligible and Taxonomy-aligned activity with the relevant environmental objective.
N: No, Taxonomy eligible but not Taxonomy-aligned activity with the relevant environmental objective.
FINANCIAL YEAR 2024 YEAR SUBSTANTIAL CONTRIBUTION CRITERIA
N/ EL: Not eligible, Taxonomy non-eligible activity for the relevant environmental objective.
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Definition
The proportion of operating expenditure is defined as taxonomy-aligned Opex (numerator) divided by total Opex: (denominator). Pursuant to the Taxonomy Delegated Act Article 8, total Opex consists of direct costs not capitalized during the year relating to research and development, building renovation measures, short-term leases, maintenance and repair, and other direct expenditure relating to the dayto-day servicing of tangible fixed assets necessary to ensure the continued and effective functioning of such assets.
The numerator corresponds to the portion of operating expenditure included in the denominator that:
In 2024, our Opex KPI denominator included 16.3 million euros in maintenance and repair expenditure, recognized in accordance with the accounting policy detailed in Note 3 (Fixed tangible and intangible assets) of the Notes to the consolidated financial statements.
The amounts above are included in our consolidated statement of income under "External supplies and services" ( Note 27 of the Notes to the consolidated financial statements). Amounts under the heading "Personnel costs" are not included, since they do not incorporate costs of natures that meet the definition of total Opex in the taxonomy.
In 2024, the numerator corresponded to the portion of the denominator associated with our taxonomy-aligned economic activities, detailed above in the point Alignment Analysis, including activities for internal consumption by the Group. Training costs are not included in the Opex KPI, as such inclusion is not provided for in the denominator.
Pursuant to the Taxonomy Delegated Act Article 8, total Opex consists of direct costs not capitalized during the year relating to research and development, building renovation measures, short-term leases, maintenance and repair, and other direct expenditure relating to the day-to-day servicing of tangible fixed assets necessary to ensure the continued and effective functioning of such assets.
In order to be included in the numerator, the denominator values are first analysed with respect to our economic activities which are eligible or taxonomy-aligned. Only when they do not qualify as such, are they assessed individually as to whether they result from the acquisition of the output from a taxonomy-aligned economic activity, so as to avoid allocating them to more than one economic activity.
Annual Opex was allocated to taxonomyaligned economic activities as follows:
The numerator is calculated using a sequential approach, where the allocation to activities takes place in two stages: firstly, at company level, and secondly, at nature of expense level. This process ensures that each combination of company and nature of expense is assigned exclusively to a single activity, avoiding any duplication.
Included under activity 4.9 Transmission and distribution of electricity is the Opex of Group companies working in the transmission of electricity, involving REN Eléctrica, which operates in Portugal and Transemel, which operates in the Chilean market.
| PROPORTION OF TURNOVER/ TOTAL TURNOVER | PROPORTION OF CAPEX/ TOTAL CAPEX | PROPORTION OF OPEX/ TOTAL OPEX | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| TAXONOMY-ALIGNED PER OBJECTIVE |
TAXONOMY-ELIGIBLE PER OBJECTIVE |
TAXONOMY-ALIGNED PER OBJECTIVE |
TAXONOMY-ELIGIBLE PER OBJECTIVE |
TAXONOMY-ALIGNED PER OBJECTIVE |
TAXONOMY-ELIGIBLE PER OBJECTIVE |
||||||||
| CCM | 67.1% | 67.9% | CCM | 87.7% | 88.2% | CCM | 67.8% | 67.8% | |||||
| CCA | 0% | 67.9% | CCA | 0% | 88.2% | CCA | 0% | 67.8% | |||||
| WTR | 0% | 0% | WTR | 0% | 0% | WTR | 0% | 0% | |||||
| CE | 0% | 0% | CE | 0% | 0% | CE | 0% | 0% | |||||
| PPC | 0% | 0% | PPC | 0% | 0% | PPC | 0% | 0% | |||||
| BIO | 0% | 0% | BIO | 0% | 0% | BIO | 0% | 0% |
The Taxonomy Regulation, through Delegated Act Article 8, also requires non-financial entities to disclose the templates associated with activities related to nuclear energy and fossil gas. REN does not carry out activities related to these activities and discloses below the Model 1 required by the aforementioned Delegated Act.
| ACTIVITIES RELATED TO NUCLEAR ENERGY | ||
|---|---|---|
| 1. | The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. |
No |
| 2. | The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies. |
No |
| 3. | The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. |
No |
| ACTIVITIES RELATED TO FOSSIL GAS | ||
| 4. | The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. |
No |
| 5. | The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/ cool and power generation facilities using fossil gaseous fuels. |
No |
| 6. | The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/ cool using fossil gaseous fuels. |
No |
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Fully aware of our role in the energy transition, REN is committed to contribute to a fair and sustainable transition, adopting good environmental practices that reduce emissions in its operations and throughout the value chain, as well as promoting Natural Capital.



In our business, and due to climate change, REN can contribute to positive and negative impacts and be subject to risks and opportunities:
| IMPACT POSITIVE |
RISKS | ||
|---|---|---|---|
| Contribution to a Net-Zero economy |
REN plays an active role in the energy transition, promoting the electrification of the economy and the integration of renewable energy sources into the grid, with the aim of transmitting and distributing clean energy which is free of greenhouse gas (GHG) emissions. The installed capacity of Renewable Energy Sources (RES) in the mainland Portugal National Electricity System (SEN) increased by 2 p.p. in 2024 (from 79% to 81%) and the production of electricity from RES, with respect to final consumption, increased from 61% in 2023 to 70% in 2024. With respect to renewable gases, in 2024 REN concluded the process to certify the transmission, distribution and storage infrastructure for mixtures of hydrogen with natural gas, meeting the decarbonization objectives set by the Portuguese Government (mixtures of hydrogen with natural gas, up to 10% in the National Gas Transmission Network (RNTG) and in the Carriço underground storage facility (Carriço US), and up to 20% in the National Gas Distribution Network operated by REN Portgás. In 2024, REN also developed initiatives with potential bio-methane promoters to assess injection conditions and concluded the process, as an entity issuing Guarantees of Origin (EEGO), which allows certificates for gases of renewable origin to be issued, as is already the case with electricity. |
Occurrence of extreme climate events |
Since extreme weather events (river and coastal flooding, fires, landslides, high winds, etc.) are increasingly recurrent, REN may see an increase in Opex and/ or Capex for the repair, maintenance and replacement of assets. As part of our strategy, we consider adaptation measures that include forest management practices for fuel breaks and areas adjacent to technical facilities in alignment with the new National Plan for the Integrated Management of Rural Fires. We are also adapting infrastructure, reinforcing metallic structures and their foundations, as well as cables and guards. We have also implemented an integrated surveillance system to protect REN and forestry assets in areas adjacent to equipment and are developing a decision support centre (CENTRODEC) providing multi-sensory data to protect both the forest and REN infrastructure. |
| Measures to reduce, absorb, and/ or offset GHG emissions from the value chain |
As part of our decarbonization strategy, we prioritize the reduction of GHG emissions, including reducing methane and SF6 emissions. For emissions that cannot be eliminated, we focus on offsetting through projects which focus on the absorption and/ or offsetting of GHG emissions. For the head office, Guarantees of Origin were acquired for all the electricity consumed - 1,250 MWh. SAF (Sustainable Aviation Fuels) were also used, offsetting 1,851 kg of CO2 when travelling by plane. |
Slower-than expected growth in connections to renewable energy sources |
The slower-than-expected growth of renewable electricity production and renewable gases may pose a risk to REN and may result in delays in investment in the National Electricity Transmission Network (RNT) infrastructure and the National Gas Transmission Network (RNTG), impacting on revenue. Moreover, delays in the approval of both investment and implementa tion plans by the granting entity or other responsible entities may impact on compliance with agreements |
| NEGATIVE GHG emissions from REN activities and value chain |
REN is committed to a reduction of 60% in emissions from operations (scope 1 and 2) by 2030, and a reduction in scope 3 emissions of 30%. A further aim is to achieve carbon neutrality of operations in 2030. |
established with promoters. Delays could also impact on decarbonization and goals to combat climate change, in particular on the emission reduction targets set out in the National Energy and Climate Plan 2030 (PNEC 2030) and targets set by REN. |
III
Development and/ or expansion of low-carbon products and services
Increasing demand for low-carbon products and services could lead to an increase in revenue due to growth in the regulated asset base, through investments in the RNT and RNTG and the integration of renewable energy sources into the grid.
Use of green financing techniques (e.g., Green Bonds)
Opportunities arising from the use of green financing instruments, such as the issuance of green bonds, to obtain more favourable financing to develop projects such as those relating to renewable energy, energy efficiency, green buildings and clean mobility. See sustainable financing framework.
Hydrogen infrastructure The development of activities related to renewable gases, such as hydrogen, represents a strategic opportunity for REN. So much so that its strategy includes two pillars: adapting existing infrastructures to integrate green hydrogen and developing infrastructures exclusively dedicated to hydrogen. In 2024, REN completed the independent third-party certification process for the transmission, distribution and storage infrastructures for hydrogen and natural gas mixtures. In addition to existing infrastructure, REN is also currently developing and certifying the roadmap for conversion to 100% hydrogen (H2). This will place the National Gas System (SNG) infrastructure at the service of the goal to decarbonize the economy.
REN is also developing the H2 Green Valley Agenda, which provides for the construction of H2 transmission, compression, and injection infrastructure in the RNTG with the aim of developing the first 100% H2 green hub in the Sines Industrial and Logistics Zone. We are also developing H2med which is a transnational initiative involving Portugal, Spain, France, and Germany to interconnect the Iberian Peninsula hydrogen network to Northwest Europe.

The development of activities related to renewable gases, such as hydrogen, represents a strategic opportunity for REN.
REN addresses climate risks and opportunities in line with several international references, including recommendations from the Task-Force on Climate-related Financial Disclosures (TCFD). The process to diagnose climate-related risks and opportunities was conducted in 2023 and revised in 2024. The goals are to identify, characterize, prioritize and quantify the most relevant climate-related risks and opportunities with a potential financial impact on the business. To provide a more holistic analysis of context, and on the basis that European electricity and gas transmission system operators, although with the natural geographical and political specificities of their countries, are in general working to contribute to the green energy transition, a benchmarking analysis was carried out on operators which we believe are similar. This analysis allowed us to calibrate our findings.
Energy policy and GHG reduction targets are set for the medium and long-term, so even if there are changes that will impact on energy systems, such as recent regulations to reduce fluorinated gases (particularly SF6 in the case of electrical infrastructure) or methane emissions in relation to gas infrastructures, they remain reasonably up to date. However, periodic analysis and review may be required due to possible changes in physical risks, energy policy or technological developments.
The relevant risks were identified, based on historical and future trends, as well as through the collaboration of internal and external experts. Risks and opportunities were classified in accordance with TCFD recommendations and relevance was based on an assessment of the "likelihood of occurrence" and the "magnitude of impact" of each risk. The first is the likelihood of the risk taking place and the second is the quantification of the damage that the risk could cause to REN, based on internal (financial) assessment criteria set out in the REN Corporate Risk Management Methodology. There is also a hierarchy related to risk management - risk owner and periodic supervision of risks. See chapter 2.3 Risk management.
The relevant risks were identified
of internal and external experts.
based on historical and future trends
as well as through the collaboration
In accordance with TCFD recommendations to model physical impacts, REN based the analysis on the scenarios developed by the IPCC (2021) - Climate Change 2021: The Physical Science Basis. The Working Group I Contribution to the Sixth Assessment Report of the Intergovernmental Panel on Climate Change and to model the impacts of transition to a low-carbon economy, the scenarios
developed by the International Energy Agency - World Energy Outlook (IEA 2024), the PNEC 2030 (National Energy and Climate Plan) and the NRA 2100 (National Roadmap for Adaptation 2100) were consulted. While these sources provided the main reference points, they were not exclusive or unique. In terms of the trajectory for temperature increase, two main scenarios were considered - increase of ~1,5ºC and increase of ~4,0ºC - compared to the pre-industrial era. These two trends correspond to the two REN scenarios, which were aligned with the main references, the IEA-WEO (Net zero [~1,5ºC] and STEPS [~4ºC]); IPCC (RCP/SSP-2.6 [~1,5ºC] and RCP/ SSP-8.5 [~4ºC]). With respect to timeframes, whenever possible, the diagnosis of climate risks and opportunities analysed the current timeframe, the medium-term (~2030) and the long-term (~2050).
These scenarios provide a better understanding of climate impacts for REN under two possible distinct
future frameworks:
As the concessionaire of strategic energy infrastructure to attain public policy objectives, and based on the current framework, REN mapped out the challenges and uncertainties potentially impacting on our activity, more specifically, impacts arising from climate-related risks and opportunities. Through this process we identified, characterized, prioritized, and quantified the most relevant risks and opportunities. Portugal's commitments to reduce GHG will involve considerable investment in electricity and gas infrastructure and provide an important opportunity. However, possible new regulations and restrictions (transition risks) and more frequent and extreme weather events (physical risks) pose general risks.
Set out right are the climate risks and opportunities that affect REN's business, based on the current environment (further details on risks and opportunities as well as the main measures for adapting to and mitigating such risks and managing and realizing opportunities are available in
In addition to the qualitative component, this process, carried out in accordance with TCFD recommendations and methodology, also presents the financial quantification of the impacts associated with climate-related risks and opportunities.
Despite the targets set by PNEC 2030, there is still some uncertainty surrounding challenges relating to the pace of growth in electricity consumption, potential drivers of continued and strong investment in new renewable power, incentives for the development of renewable gases, the speed of construction/ adaptation of infrastructure, and the construction of dedicated infrastructure
| RISK/ OPPORTUNITY CATEGORY |
AGENT OF RISK/ OPPORTUNITY |
POTENTIAL IMPACT | TIMEFRAME | |||
|---|---|---|---|---|---|---|
| MINIMUM | MAXIMUM | |||||
| TRANSITION RISKS | Political/ legal: Current/ emerging regulations Activity: Electricity |
Regulations of existing products and services: Regulation on Fluorinated Gases, which leads to the future discontinuation of the use of SF6. |
Increase in Capex (replacement of equipment containing SF6). |
Medium-term | ||
| Political/ legal: Emerging regulations Activity: Gas |
Mandates and regulations for existing products and services Depreciation of RNTG assets should the decarbonization process in the gas sector, through the introduction of renewable gases, be slow and low-scale. |
Reduction in the value/ useful life of assets leading to their depreciation or early withdrawal. |
Long-term | |||
| PHYSICAL RISKS | Severe: Extreme climate events Activity: Electricity and Gas |
Extreme weather events (wind, storms, ice formation, etc.), with physical impact on REN's assets, in particular the RNT infrastructure. |
Increase in Opex/ Capex in repair, maintenance, and replacement of assets. |
Current, medium and long-term |
||
| Severe: Extreme climate events Activity: Electricity and Gas |
Extreme weather events (fires), with physical impact on REN assets, in particular on the RNT infrastructure. |
Increase in Opex/ Capex in repair, maintenance, and replacement of assets. |
Current, medium and long-term |
|||
| CLIMATE-RELATED OPPORTUNITIES |
Products and services Activity: Electricity |
Development and/ or expansion of low-carbon products and services: development and new investment in the RNT to enable the energy transition (integration of RES). |
Increased revenue associated with higher demand for products and services: increased annual revenue due to growth in the REN regulated asset base (REN investment in the RNT to integrate RES). |
Medium-term | ||
| Products and services Activity: Gas |
Development and/ or expansion of low-carbon products and services: development and new investment in gas concessions to enable the energy transition (integration of RES - renewable gases such as H2 and biomethane). |
Increased revenue associated with higher demand for products and services: increased annual revenue due to growth in the regulated asset base (REN investment in the RNTIAT and the Distribution Network to integrate RES). |
Medium-term | |||
| Mercados: Access to new markets Activity: Electricity |
Access to new markets (unregulated business) development of new solutions promoting decarbonization (SPEED-E). |
Increased revenue associated with increased demand for products and services: increased revenue associated with the SPEED-E project. |
Medium and long-term |
II
Caption of potential financial impact: <25 M€ 25-50 M€ 50-75 M€ > 75 M€
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for 100% hydrogen or even different climate scenarios. In addition to our commitments to decarbonization which have a positive impact on sustainable financing policy, REN also actively participates in the main national and international forums where major trends are addressed and discussed, adapting investment plans to the needs of public policy and regulations.
We recognize the complexity of the challenges we face against a background of unprecedented climate and environmental crisis, where climate change is exacerbating social inequality. Therefore, we are committed, within our sphere of action, to promoting an energy transition that is fair and balanced, contributing to sustainable solutions that benefit society as a whole.
The need to accelerate the energy transition, vital if we are to mitigate climate change, puts the energy sector at the forefront of the challenges to develop and adapt to this transition. The aim is to limit global warming to 1.5°C, improving resilience and security in supply and promoting the country's energy independence. As a facilitator of the energy transition, REN contributes to an integrated approach as a concession manager in the two
The need to accelerate the energy transition, essential for mitigating climate change, places the energy sector at the forefront of this challenge.
energy systems (electricity and gas) and actively collaborates in the national goal to decarbonize energy. Our work also focuses on meeting Group commitments to reduce our own emissions. With this in mind, REN is implementing a robust investment plan aligned with the targets set out in nationally determined contributions (NDCs), covering electricity and gas systems.
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In line with the public policy objectives set out in the National Energy and Climate Plan 2030 (PNEC 2030), the implementation of this plan faces significant challenges, including authorization to execute projects and ensure the availability of the materials, equipment and service providers required for the high volume of investment. The supply chain decarbonization becomes an additional challenge, especially as investment increases. To mitigate this risk, REN has launched the Sustainability Academy with the aim of accelerating our suppliers decarbonization and has also made it mandatory for relevant suppliers to report emissions (primary data) and provide environmental product declarations (EPDs) or the Environmental Product Declaration Form (EPDF).
REN is also developing initiatives within the circular economy, promoting increased incorporation of recycled materials into the equipment acquired, helping reduce the carbon footprint. Decarbonization initiatives target REN's assets with different perspectives, timeframes and challenges. For example, equipment with SF6 (sulphur hexafluoride) has been the target of operational programmes through strict monitoring and repair of leaks. Replacement of this equipment is in line with the new regulations for fluorinated gases. For gas assets, in addition to the detection, quantification and repair of methane leaks, we have implemented
Self-consumption production unit (UPAC) installation programme to reduce gas consumption, covering gas regulating and metering (GRMS), underground storage and the Liquefied Natural Gas Terminal (LNGT). Moreover, energy efficiency programmes are also underway in gas assets, particularly with regard to the GRMS, through the replacement of boilers at the end-of-life cycle with leakproof boilers and water pumps with more efficient variable-speed equipment. There is also increased monitoring of these assets via sensors to quantify the impact of the energy efficiency measures. REN's fleet has also been the target of improved energy and environmental efficiency. When assets are replaced, electric or plug-in hybrid vehicles are acquired.
Despite this challenging scenario, we believe that the emissions reduction targets for the medium and long-term will not be compromised. With respect to emissions, from losses in electricity and gas systems, the increasing incorporation of RES, especially in the electrical system, and the robust programme for monitoring and repairing potential methane emissions, should allow our emission reduction targets to be met.

The NTND and (PDIRT) for 2022 and 2024, submitted by REN, outline several adaptation initiatives aimed at enhancing infrastructure resilience to the impacts of climate change.
In line with the Paris Agreement, REN aims to contribute to the goal to limit global warming to 1.5°C, and to increase the resilience of infrastructure and the land we use for Right-of-Way and locating facilities.
REN acts as a facilitator in the energy transition, integrating renewable energy sources into the energy transmission and distribution networks, maintaining our commitment to security of supply, quality of service and the decarbonization of our activities.
The Sustainability Policy reflects our sustainability areas of action, particularly with regard to adapting to and mitigating the effects of climate change. The Group also applies the principles set out in our Social Responsibility Policy Declaration on our role as a catalyst for the development of RES. We also apply the principles in our
Quality, Environment, and Safety Policy on the minimization of environmental impacts arising from our activities, promoting the rational use of natural resources, prevention of pollution and support for the development of renewable energies sources.
Under the National Climate Change Adaptation Strategy (ENAAC 2020), a working group for the energy sector was formed, which identified measures and actions to adapt, minimize and prevent the vulnerabilities encountered in the infrastructures of energy companies. As such, the National Transmission Network Development and Investment Plan (PDIRT) for 2022 and 2024, submitted by REN, includes several adaptation initiatives, the implementation of which will lead to increased infrastructure resilience with regard to the effects of climate change.
These adaptation measures focus on the infrastructure, with reinforcements of metal structures and their foundations, and upgrading of conductor cables and shields guards so as to converge with the European and Portuguese NP EN 50 341 standard.
Furthermore, REN adaptation policies consider forestry management practices for fuel breaks and areas adjacent to technical facilities, in line with the new National Plan for the Integrated Management of Rural Fires, in order to provide greater security in the operation of our infrastructure, through greater resilience to rural fires.
With the creation of the National Forest Fire Defence System, Fuel Break Management Networks were established where REN plays an active role in keeping corridors clean, thus helping increasing the resilience of this land.
REN also prioritizes reforestation with native species, which is more adapted and resilient to the local environment.
With the use of LIDAR (Light Detection and Ranging) flights, which allow three-dimensional representations of vegetation in Right-of-Way to be created, we have improved and implemented new methodologies that facilitate the planning of vegetation management based on different levels of priority and risk for infrastructure. Additionally, innovative initiatives have been developed such as the rePLANT project involving the installation of cameras (video, thermal and optical), which together with a weather station and specific algorithms, enables real-time imaging to monitor, protect and anticipate the impacts of rural forest fires.
As part of the 2024 Capital Markets Day (CMD), we reinforced our decarbonization objectives and presented an ambitious plan that foresees an increase of up to 70% in investment for the period 2024-2027, compared to 2021-2023. This investment will be mainly in the expansion of the electricity grid, essential for integrating new renewable energy sources into the national electricity system. This plan is complemented by the modernization, resilience and adaptation of infrastructure, but also by adapting current gas infrastructures for the introduction of green hydrogen and the construction of dedicated H2 infrastructure, and the introduction of biomethane.
The gradual implementation of the Circular Economy Strategy has a potential impact on areas three, four and five and the ongoing strengthening of nature-based initiatives in areas three and five.
The results of these actions vary according to the relevance of each initiative in REN's carbon inventory and in relation to the uncertainty of some of the initiatives. This uncertainty stems from external factors, such as increased production of renewable gases and the availability of possible incentives for production. Uncertainty also arises in relation to the decarbonization of the supply chain, which depends on the technological progress of more efficient and heavy vehicles and equipment which are available at competitive prices.
ESRS E1-1 ESRS E1-3 ESRS E1-4
| AREA | INITIATIVES | COMMITMENTS 2030 |
|---|---|---|
| 1) NATIONAL ELECTRICAL SYSTEM |
1.1) contribute to the reduction of the emission factor (gCO2eq/ kWh) of transmitted electrical energy22 through an investment programme to construct, expand, and remodel the electricity transmission infrastructure, allowing increased integration of new RES, in line with the PNEC targets and, as such, to reduce emissions from losses in electricity transmission. |
Reduction of more than 80% of the emission factor, compared to 2021 |
| 2) NATIONAL GAS SYSTEM |
2.1) integration of renewable gases into the National Gas System (SNG), through the development of hydrogen valleys and the adaptation of infrastructures for blending hydrogen mixtures with natural gas and interconnection projects with the European grid. |
Facilitator in the integration of projects, |
| 2.2) connection of biomethane producers to the transmission and distribution infrastructure, based on requests for connection to the network and the Biomethane Action Plan. |
in alignment with the schedule of promoters |
|
| 3.1) reduction of methane emissions through the implementation of programmes aligned with the good practices of the OGMP 2.0 (Oil & Gas Methane Partnership 2.0), with the obligations arising from the European regulation on the reduction of methane emissions and improvement of current methodologies and processes, and increasing the frequency of monitoring and reducing the time between the identification and repair of leaks. |
Reduction of 30% compared to 2023 |
|
| 3) ADMINISTRATIVE BUILDINGS, TECHNICAL AND |
3.2) in addition to the purchase of new SF6 free equipment, mitigate of SF6 emissions through monitoring and repair programmes. |
Reduction of 50% compared to 2023 |
| PROCESSING FACILITIES, INFRASTRUCTURE |
3.3) installation of self-consumption systems in administrative buildings and technical installations. |
Installation of 15 MW of renewable capacity |
| AND OPERATIONS | 3.4) reduction of energy consumption at REN (except for RNT losses and renewable energy produced for self-consumption), including energy efficiency measures. |
Reduction of 35% compared to 2021 |
| 3.5) reduction of water consumption in administrative buildings and technical facilities. | Reduction of 40% compared to 2022 |
|
| 4) MOBILITY | 4.1) reduction of fleet emissions per km travelled through the gradual electrification and/ or incorporation of renewable fuels. |
Reduction of 50% compared to 2021 |
| 5) SUPPLY CHAIN | 5.1) implementation of the Sustainability Academy for suppliers, providing knowledge and skills to calculate carbon inventory and the respective support tools, ensuring alignment with REN objectives. |
100% participation in relation to companies whose purchases are eligible |
| 5.2) higher level of requirement in tenders for decarbonization, particularly with regard to the obligation to report primary emissions, the installation of "green" sites and the gradual introduction of more decarbonized vehicles, machinery and equipment. |
90% of primary emissions from eligible purchases |
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22 The Electricity Emission Factor transported by the RNT is calculated taking into account emissions from domestic production and energy imports and is used to calculate emissions resulting from losses in the RNT.
In this scenario, the results forecast for 2030 will be updated in future years as more up-to-date information becomes available.
The electricity and gas sectors face unprecedented challenges, not only in the urgency of decarbonization, but also in responding to increasingly demanding environmental requirements, and community and supply chain engagement.
REN, as a concessionaire of key energy infrastructure plays a core role in meeting the targets set by national energy policy, including those set out in PNEC 2030. Aware of this role, REN recognizes that the integrated adaptation of gas and electricity infrastructure is crucial for promoting the country's energy decarbonization and for achieving Group commitments to reduce emissions.
The fast pace of the energy transition requires that new infrastructure be built and that existing infrastructure be adapted, while also ensuring the uninterrupted supply of power throughout the country. For REN, this mission is intrinsically linked to our commitment to engage and promote the development of the communities where we work, meeting high standards of environmental protection, conservation and restoration, consolidating our role as an environmentally responsible company.
REN recognizes that the integrated adaptation of gas and electricity infrastructure is crucial for promoting the country's energy decarbonization.
At the same time, REN invests in the ongoing development of innovation projects, some of which focus on emerging areas such as sustainability, the circular economy, hydrogen and renewable gases, digitalization, and cybersecurity. These initiatives, implemented in several Group companies, play a vital role in achieving the energy transition. REN prioritizes solutions to improve land resilience, such as reforestation with native species in Right-of-Way, the use of naturebased solutions and the engagement of the supply chain in our decarbonization strategy. We also revisit basic engineering projects, reinforcing adaptation and mitigation measures that promote decarbonization.
In accordance with the PNEC 2030, it is expected that RES will account for 93% of electricity consumption (compared to 61% in 2023 and 70% in 2024) and 10%
of biomethane in the conventional gas market. Also expected is the development of hydrogen hubs and the injection of H2 into the gas transmission and distribution infrastructures.
As an entity issuing Guarantees of Origin (EEGO), REN concluded the process which allows certificates for gases of renewable origin (hydrogen and methane) to be issued, as is already the case with electricity. In 2024, the gas sector joined the Association of Issuing Bodies (AIB), allowing the import and export of these Guarantees of Origin within Europe. In 2025, Guarantees of Origin for low-carbon off-grid and nonrenewable gases are expected to start. Auctions of Guarantees of Origin for gases of renewable origin are also expected.
93% RES expected in electricity consumption by 2030

Biomethane in the conventional gas market by 2030
Guarantees of Origin issued in Portugal since 2020

RES capacity in the SEN between 2022-2024
70% Of RES in electricity consumption in 2024
| higher than in 2023 |
|---|
EEGO started activity in March 2020 and currently has more than 445 companies registered in its system (including producers, traders and brokers) and 1,104 facilities that certify their electricity production on a monthly basis. Since 2020, more than 150 million Guarantees of Origin have been issued in Portugal.
In relation to the National Electric System, in July 2021, auctions of Guarantees of Origin for production benefiting from a subsidized remuneration regime were started, and since then a total of 84.6 million Guarantees of Origin have been auctioned, resulting in net total revenue for Portuguese consumers of around 198 million euros.
In the last three years, from 2020 to 2024, RES capacity in the Mainland Portugal National Electricity System, compared to total power installed, grew by 2 p.p. (from
79% to 81%), corresponding to an increase of 2,166 MW see sub-chapter 1.2 Electricity.
If we compare this figure with the last five years (2019 to 2024), the result is even more impressive (from 69% to 81%, an increase of 4,345 MW), thus confirming the speed of introduction of renewable power into the SEN.
The emission factor for electricity transmitted in the RNT from electricity produced in mainland Portugal and imports from mainland Spain has also seen a significant reduction over the last five years (-68%, from 162 gCO₂/ kWh in 2020 to 52 gCO₂/ kWh in 2024). This is also the case in the last ten years (-80%, from 257 gCO₂/ kWh in 2014).
Portugal has maintained a sustainable trajectory in the gradual incorporation of local renewable sources, with new
maximum figures recorded in 2024 see sub-chapter 1.2 Electricity, more specifically, the 70% of RES in electricity consumption (9 p.p. greater than in 2023). Our primary objectives of supply security and quality of service were also maintained.
Despite the increase in new solar and wind power plants and the diversification of renewable sources, the path to the decarbonization of the national electricity system remains highly dependent on annual hydro production, which in the last decade alone varied between 5.6 TWh in 2017 (Hydro Production Index23 of 0.74) (representing 11% of consumption) and 14.5 TWh in 2024 (Hydro Production Index of 1.16) (representing 28% of consumption). With the effects of climate change, and although a sharp annual increase in renewable power is expected, this dependence can lead to significant variations in total renewable production
in dry years (HPI well below 1).
In very dry years, the reduction in renewable production, coupled with an increase in consumption, can result in a higher emission factor and emissions from network losses. However, from a medium and long-term perspective, it is expected that the trend towards lower emissions from losses will continue, typically described as a 'straight' downward slope, but with a 'sawtooth' pattern, where the peaks correspond to dry years and the troughs to wet years, reflecting the impact of hydro variability.
REN's strategy for renewable gases is based on two main pillars: The adaptation of existing infrastructures to transmit renewable gases, either mixed with natural gas or 100% H2 or biomethane, and the development of infrastructure exclusively for hydrogen to meet the needs of a still emerging market. In 2024, REN completed the independent third-party certification process for the transmission, distribution and storage infrastructure for hydrogen and natural gas mixtures, complying with the decarbonization targets set by the Portuguese Government to be able to integrate hydrogen mixtures of up to 10% into the National Gas Transmission Network (RNTG) and in the Carriço underground storage (Carriço US), and up to 20% in the National Gas Distribution Network (NDG Gas).
As the public service concessionaire for this infrastructure, the REN Group, through this certification, complies with the provisions of Decree-Law No 62/2020, of 28 August 2020, the National Gas Transmission Network Regulations (Order No 806-C/2022), the National Gas Distribution Network Regulations (Order No 806-B/2022) and the Regulations on the Underground Storage of Gas in Natural Salt Caverns (Order No 1112/2022). Also, with regard to existing infrastructure, REN is currently developing and certifying the roadmap for conversion to 100% H2, a process that is expected to be completed in 2025. This will place the SNG infrastructure at the service of the goal to decarbonize the economy.
The H2 Green Valley Agenda, funded by the Recovery and Resilience Plan (PRR), provides for the construction of H2 transmission, compression and injection infrastructure in the RNTG with the purpose of developing the first 100% H2 green hub at the Sines Industrial and Logistics Zone.
This Agenda is led by REN with the participation of other relevant partners. The main objective is to create a shared access infrastructure between the multiple 100% green hydrogen production and consumption projects and the development of a pilot project to assess the technical and economic viability of the supply of 100% H2. Also addressed is the entire R&D support component, such as sensors, simulation and development of the equipment which is vital to the planning and operation of this type of infrastructure.
Moreover, REN is also assessing the technical and economic viability of developing other valleys in other industrial areas in the country. We are also developing the H2med project with a view to promoting the possible export of green H2 produced in Portugal to central Europe via Spain.
H2med is a transnational initiative by Portugal, Spain, France and Germany to connect the hydrogen networks of the Iberian Peninsula to North-West Europe. It aims to develop the existing potential for competitive green hydrogen production in the Iberian Peninsula for export to central Europe and to contribute to the creation of physical conditions for Europe to meet the decarbonization and reindustrialization objectives set for 2030.
The H2med corridor consists of a range of infrastructure, including:
This infrastructure will be complemented by the national networks (referred to as backbones), providing for the transmission of hydrogen to these interconnections, allowing connection to the corridor between France and Germany.
The projects that form part of the corridor were included in the list of Projects of Common Interest (PCI) published on 8 April 2024.
While infrastructure plays a central role in the development of the renewable gas market and is prepared or in active preparation to transmit these gases, the speed of decarbonization remains uncertain and is heavily dependent on the evolution of production and consumption. This includes the availability of infrastructure and incentives for the production of hydrogen and biomethane and the respective demand. REN has an investment plan supported by technical studies which were submitted to the competent entities. The studies are in alignment with the public policy objectives set out in PNEC 2030 for the decarbonization of the gas sector.
In Portugal, the Corridor H2med provides for the conversion of the existing pipeline between Cantanhede, Celorico da Beira and Monforte to 100% H2 and the construction of a new 100% H2 pipeline between Cantanhede and the Figueira da Foz area. There will also be a new interconnection with Spain, providing access to green H2 produced via solar and wind power (on-shore and off-shore).
Also, with regard to the H2med project, in November 2024 members launched a market consultation to quantify expressions of interest by the market (H2 supply and demand) in this corridor, either for the export of H2 to Europe or for national production and consumption. Around 170 companies responded with more than 500 projects reported, demonstrating strong interest in the proposed infrastructure and confirming the role of H2med in achieving the goals of European stakeholders to decarbonize and reindustrialize.
Furthermore, a multi-sector alliance has been created that will bring together countries such as France, Germany, Portugal and Spain, along with companies and infrastructure operators, with the aim of strengthening the foundations for setting up a single hydrogen market. Also involved will be hydrogen production, storage and consumption projects, helping accelerate the decarbonization of industry and promote a competitive, resilient and sustainable European industry, while also contributing to national and European decarbonization goals and to the safety and resilience of the energy system.
This joint, transversal, multi-regional and multi-sector effort will be key to creating a solid foundation that will drive hydrogen supply and demand, create more favourable conditions for the development of strategic projects and facilitate collaboration and communication between members in the different segments of the value chain
(production, technology, consumption, distribution, etc.). Through this alliance, participants will develop a joint cooperation structure, helping develop the South-West Hydrogen Corridor, which consists mainly of the H2med, HY-FEN gas pipeline projects (GRTgaz South-North hydrogen connection) and HySoW, the Portuguese and Spanish pillars, connected to the OGE gas pipelines that form part of the main German hydrogen network, recognized as (or applicants to) Projects of Common Interest (PCI) by the European Union.
In relation to biomethane, and after the publication of the Biomethane Action Plan 2024-2040, there has been an increase in requests for new production connection for both the transmission and distribution networks. The first projects are expected to be implemented in the short and medium-term. In this regard, REN expects that it will be necessary to develop new technical connection solutions to capture the potential of the interior of the country in areas where there is no network infrastructure or where existing infrastructure does not have the capacity to accept this production. As such, REN has conducted a series of studies and proposals for action which are currently being submitted to the competent entities.
System Management has an extensive adaptation programme in development to deal with the increased complexity caused by the integration of renewable gases into the National Gas System. Thus, the SNG Dispatch Centre has a number of initiatives 170
Companies responded to a market consultation, over H2 supply and demand, in 2024

underway as part of the Technical Management of the System, more specifically: (i) the adaptation of data exchange processes with infrastructure operators to integrate future production points; (ii) the evolution of the system operation programming processes and supervision of new gas quality variables, in compliance with the provisions of the Service Quality Regulations and (iii) the development of simulation models to improve the accuracy of gas tracking results.
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Integrated management report
II
TARGET 2030
II
Decarbonization of administrative buildings, technical facilities, and infrastructure
REN is committed to installing 15 MW of power generation units for selfconsumption (UPAC) by 2030. This will involve both photovoltaic and solar thermal in electricity and gas infrastructure.
In 2024, 18 installations were built and entered into service where total power stands at 2.8 MW, almost doubling the accumulated value compared to 2023. The total at the end of 2024 was 4.7 MW. Energy from RES produced by REN for selfconsumption grew from 0.3 GWh in 2023 to 3.3 GWh in 2024, increasing by a factor of 10, corresponding roughly to 3% of the energy that REN needs for operations (excluding losses in the electricity transmission network).
Also in 2024, contracts for the acquisition of new UPAC were awarded and new units for self-consumption are projected for construction in 2025 and coming years. It is estimated that in 2025, accumulated installed photovoltaic and solar power will exceed 5 MW.

This innovative project referred to as a sustainable substation, implemented at the Carvoeira substation, consists of the installation of photovoltaic panels with a battery to store power. It is expected that this arrangement will provide electricity for ancillary services at the substation and avoid the use of diesel for emergency generators. This sustainable substation will be self-sufficient in energy and not depend on the National Electricity System, and as such will be carbon-neutral from an operational perspective. This pilot project will have a trial and result assessment phase, after which it is expected that it will be gradually installed at other substations and switching station stations.

Renewable
capacity installation for self-consumption
15 MW
Solar photovoltaic Solar thermal Aggregate total
REN has also reviewed the technical specification for some equipment so that new voltage transformers which supply auxiliary substation services will be SF6 free.
Following the recent agreement (F-gas Agreement) between the European Parliament, the European Council and the European Commission, reached in 2023, to reduce the use of fluorinated gases, it became necessary to define and implement a strategy for the gradual replacement of SF6 gas in new equipment to be installed or renewed in the network between 1 January 2028 and 1 January 2031, starting with 60 kV equipment. The strategy will involve a number of pilot projects, starting in 2025, to trial the technology and acquire the knowledge required for a controlled transition of all processes that form part of the life cycle of the new equipment.
Accordingly, and in line with this trend, in 2023 REN acquired the first equipment without SF6 consisting of three new voltage transformers to supply auxiliary services for the future Ponte de Lima substation, thus avoiding the increase of SF6 stock. The acquisition of a further 12 voltage SF6-free transformers is planned for 2025.
REN has also reviewed the technical specification for some equipment so that all new voltage transformers which supply auxiliary substation services will be SF6 free. Technical specifications will be expanded to include a ban on the use of SF6. However, this goal will be conditioned by both that set out in the agreement
(F-gas agreement) as well the market availability of equipment allowing procurement under a competitive regime.
As a reference, REN uses the Oil and Gas Methane Partnership (OGMP 2.0) under the UNEP (United Nations Environment Programme). This is an initiative that seeks to help reduce methane emissions and forms the most demanding and comprehensive reference framework for reporting methane emissions. This framework requires accurate and detailed reporting of all sources, ensuring the methodological credibility necessary to validate the results with regard to stakeholders.
The emissions report is divided into five levels, with level 1 being the lowest and level 5 the highest. Emissions are reported but not broken down into categories, using estimates through standardized factors. At the highest level, in addition to meeting level 4 requirements, which includes source-level measurement and sampling to establish specific emission factors and activity factors to estimate emissions, site-level and source-level results are also compared in the reconciliation process to help improve accuracy and confidence in reported emissions.
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Through REN Gasodutos, REN Armazenagem, and REN Atlântico, REN was awarded the "Gold Standard" for the fourth year running. This is the highest distinction awarded by OGMP 2.0, for commitment and actions to reduce methane emissions. This award is presented to companies reporting their emissions at the highest level (level 5) of data quality, submitting excellent programmes to quantify and reduce methane emissions. REN Portgás also joined this initiative in 2023.
These results reflect our commitments to reduce methane emissions via the implementation of a number of initiatives in operations, and the adoption of Regulation (EU) 2024/1787, which sets out the rules to be observed for measuring, quantifying, monitoring, reporting and verifying methane emissions.
It is important to emphasize that in 2024, we continued the LDAR campaign (Leak Detection and Repair) started in 2023, and that it will be carried out periodically using a hybrid methodology through top-down and bottom-up methodologies. The topdown approach uses a helicopter with a spectroscope (Airborne Laser Methane Assessment) and laser spectral absorption technology to remotely detect leaks in gas pipelines, underground storage and GRMS. The bottom-up approach uses asset inspections via an infrared camera and subsequent quantification of methane emissions. In 2023 were monitored 41 GRMS stations, the LNGT and underground storage facilities. In addition, three pilot projects are also underway with the aim of continuing to improve measurement quality, early detection and subsequent correction:
• drone survey at the LNG Terminal;
• continuous monitoring by laser dispersion spectroscopy (LDS), or absorption, for remote detection and quantification of methane at the LNG Terminal and Underground Storage; and
• continuous monitoring at the level of a pipeline section, using optical fibre distributed sensing.
In the case of REN Portgás, the frequency of the systematic search for leaks in the medium and low-pressure network was again increased. In 2024, the company started to carry out searches throughout the entire network every three years, instead of every four, as was the case until 2023. To achieve this increase, a search process was started
To reinforce internal alignment in 2024, an internal workshop was held with the different departments on methane emission management, to align and contribute to the ongoing reduction of this type of emission.
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using cars, as opposed to searches on foot.
At the end of 2024, the ongoing renewal and electrification of the fleet (BEV - Battery Electric Vehicles and PHEV - Plug in Hybrid Electric Vehicles) stood at 62% (+13 p.p. compared to 2023), marking an important transition where there are now more electric vehicles than traditional fossil fuel vehicles. The electrification of the fleet has been accompanied by a densification of charging infrastructure in buildings and technical facilities to maximize the use of the electric fleet and to promote the electrification of more demanding vehicle types, leading to a gradual reduction in CO2eq emissions per km travelled (9% reduction compared to 2023).


REN and Siemens Energy signed an agreement for the international licensing of the SPEED-E electric mobility solution, patented by REN.
In 2024, REN and Siemens Energy signed an agreement for the international licensing of the SPEED-E electric mobility solution, patented by REN. This solution allows electric vehicles to be charged directly from the electric power transmission network, i.e., from Very High Voltage lines. This five-year agreement gives Siemens Energy exclusive rights to market and implement the solution in international projects, except for the Iberian Peninsula, where REN maintains exclusive licensing for partners responsible for operating the technology.
REN also signed a memorandum of understanding with Atlante, an Italian multinational specializing in the development, construction and operation of fast and ultra-fast electric vehicle charging stations, to develop projects in Portugal. This project is aligned with one of REN's strategic pillars, which focuses on Research, Development and Innovation (R&D), to develop and present solutions to allow national and European energy goals to be met efficiently and effectively, supporting efforts to meet the challenges of climate change and contributing to REN's performance of excellence.
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The decarbonization of the supply chain is a vital process to address the challenges of climate change and help achieve REN's commitments to reduce scope 3 GHG emissions.
In 2024, REN created the Sustainability Academy, confirming our commitment to our teaching and leadership role as part of our active engagement with suppliers. This initiative is another important step in promoting supplier awareness to the importance of sustainability in organizations, as a factor for competitiveness and its impact on REN's public commitments. Furthermore, it provides the necessary knowledge and skills to calculate the carbon inventory and also provides supporting tools, benchmarks and regulations to create a decarbonization roadmap. Were also addresses topics such as the circular economy, the Science Based Target initiative and the Corporate
Sustainability Due Diligence Directive (CSDDD). In 2024, two courses were given, consisting of five sessions each, totalling 7.5 hours. In attendance were 48 companies with 70 participants from the different categories of REN purchases, representing more than 55% of the volume of eligible purchases.
To measure the impact of the training, participants were asked to reply to a survey and all respondents indicated that they agree, or fully agree, that the training helped increase their knowledge about sustainability and calculating emissions. Respondents rated the Academy's programme content as very relevant for their companies.
A specific session was also held entitled "The importance of decarbonization in the supply chain "as part of REN's Sustainability Commitments. Other individual sessions were also held with the main suppliers,
with the goal of analysing their proposed roadmaps for decarbonization.
A session on "The Importance of Environmental Product Declarations" was held under the initiatives to implement the Circular Economy Strategy. In the session, the importance of EPDs as inducers of sustainable purchases was addressed and suppliers already proving EPDs were invited. Also in this regard, the technical specifications for the acquisition of Very High Voltage equipment were included in the requirement to provide an EPD or an internal document with environmental information, to be delivered by the supplier after a contract has been awarded.
These sessions saw more than 200 participants, both internal and external.
In 2024, REN continued to reinforce sustainability requirements in procurement processes, including criteria for enhancing
the decarbonization of the supply chain. For the calculation of Scope 3 emissions, categories C.1 (Purchases of Products and Services) and C.2 (Capital Goods), 17% of primary data was taken into account (+14 p.p. compared to 2023), which demonstrates the alignment and quality of the work carried out with the supply chain.
In procurement processes, suppliers are required to report the primary procurement data most relevant to the calculation of GHG emissions from the provision of services or the supply of goods/ equipment. To support this process, specific training was provided for suppliers with the aim of continuing to increase the percentage of primary data in coming years. In addition to increasing the accuracy of the GHG inventory scope 3 calculation, the training also enabled carbon footprint indicators to be compared and constructed by type of activity, a vital procedure for establishing performance criteria in sustainability.
We remain focused on our climate commitment to achieve carbon neutrality in our operations (scopes 1 and 2) by 2040, thus contributing to the fight against climate change without compromising the quality of the service we provide.
At REN, we focus on our climate commitments to achieve carbon neutrality in our operations (scopes 1 and 2) by 2040, thus contributing to the fight against climate change, without compromising the quality of the service we provide.
After the approval, in 2023, of the targets to reduce near-term GHG emissions from the Science Based Targets (SBTi) initiative, in line with the goal to limit global warming to 1.5°C (in accordance with the Paris Agreement), REN reinforced its commitments for 2030:
| Commitments for 2030 made at CMD 2024 |
60 % reduction in scope 1 and 2 emissions (compared to 2019)24 |
30 % reduction in scope 3 emissions (compared to 2021)25 |
|
|---|---|---|---|
| Initiatives and sub commitments: |
80% electrified vehicles Installation of 15 MW of RES for self-consumption |
50% reduction in SF6 emissions (compared to 2023) 50% of the volume of eligible purchases from suppliers aligned with SBTi |
30% reduction in CH4 emissions (compared to 2023) |
| New commitments | -35 % reduction in energy consumed (excluding losses in electricity transmission networks and self-consumption from RES), compared to 2021 |
-40 % reduction in water consumed, compared to 2022 |
24 It should be noted that to calculate scope 2 emissions, REN commitments consider both methodologies: I) the methodology to calculate "market-based" GHG emissions for purchased electricity (considering the specific emission factors of different electricity suppliers) and ii) "location-based" using the emission factor for electricity transmitted by the RNT and at Transemel.
25 The reduction commitment corresponds to an absolute reduction target involving all applicable categories.
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It should be noted that REN has no emissions covered by EU-ETS.
Given that it is an obligation arising from the approval of the near-term SBTi targets, and although we do not sell products, we are still committed to reducing by 2030 indirect scope 3 emissions in category C.11 for the use of "products sold (gas)" by 42%, based on the reference year of 2021. In 2021, this category represented 13,026,147 tCO₂eq. In 2024, the figure is 8,233,182 tCO₂eq, corresponding to a reduction of 36%.
To calculate our GHG emissions (scope 1, 2 and 3), REN uses the Greenhouse Gas Protocol - A Corporate Accounting and Reporting Standard. GHG include those covered by the United Nations Framework Convention on Climate Change (UNFCCC) and the Kyoto Protocol, i.e., carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFC), perfluorocarbons (PFC), sulphur hexafluoride (SF6), and nitrogen trifluoride (NF3). This protocol states that operational boundaries should be considered, i.e., that emissions from company operations should be identified and categorized as direct or indirect, so as to consider the entire value chain. REN has adopted the calculation methodologies set out in the National Inventory Report (NIR) published by the Portuguese Environment Agency (APA). According to the NIR of 2024, the
methodologies and guides are based on the guidelines of the Intergovernmental Panel on Climate Change (IPCC) and the guidelines of the EMEP/ EEA (European Monitoring and Evaluation Programme and the European Environment Agency).
To select emission factors, REN uses national and international databases such as NIR, DEFRA (Department for Environment, Food & Rural Affairs, UK) and EPA (Environmental Protection Agency, USA).
REN's carbon footprint is checked by an independent external entity, in accordance with the Independent Limited Warranty Report, as part of verification procedures for this Integrated Report. The goal to reduce GHG emissions from scopes 1 and 2 considers the calculation methodologies (only applicable to scope 2) "market-based" and "location-based" (only to calculate emissions from losses in the transmission of electrical power), so reductions in GHG emissions are considered by scope.
We continue to make improvements as through our emissions calculation procedures and recommendations from the independent external entity. In 2024, the figures for the following headings were recalculated:
1) GAS (METHANE LOSSES) - resulting from the LDAR campaign (Leak Detection and Repair), the results report prepared at the end of 2023, was completed after the data reported in the 2023 Integrated Report was closed. As a result of the materiality in the differences recorded, the figures in this report have been corrected, aligning them with the data reported in the OGMP 2.0 report;
The following improvements were also introduced into the 2024 calculation:
26 In 2021, REN included the calculation of non-greenhouse gas emissions (NGHG) in the emission perimeter, based on the public commitment to reduce NGHG emissions by 25% by 2030 with respect to figures for 2021. To calculate these emissions, the emission factors of the EMEP/ EEA (Air pollutant emission inventory guidebook 2019) were used.
As regards the 2023 Integrated Report and, as mentioned above in the description of the methodological improvements introduced in 2024, the following figures were amended in 2024 for the data reported in 2023:
| CONSUMPTION (MWH) | |||||
|---|---|---|---|---|---|
| 2022 REPORTED | 2022 CORRECTED | 2023 REPORTED | 2023 CORRECTED | ||
| Natural Gas - Losses | 6,808 | 6,730 | 6,083 | 6,643 | |
| EMISSIONS (tCO ) 2 |
|||||
| 2022 REPORTED | 2022 CORRECTED | 2023 REPORTED | 2023 CORRECTED | ||
| Natural Gas - Losses | 11,823 | 11,688 | 10,230 | 11,170 | |
| Electricity - Losses Transemel | 4,213 | 4,219 | 4,348 | 4,352 | |
| Total | 16,036 | 15,907 | 14,578 | 15,522 |
| NGHG EMISSIONS | ||||
|---|---|---|---|---|
| SOURCE | NGHG | UNITS | 2023 REPORTED | 2023 CORRECTED |
| Nitrogen Oxides (NOx ) |
21,581 | 21,581 | ||
| Carbon Monoxide (CO) | kg | 6,558 | 6,558 | |
| Stationary sources (boilers, flare burning, engines) | Non-Methane Volatile Organic Compounds (NMVOCs) | 244 | 244 | |
| Sulphur Oxides (SOx ) |
504 | 504 | ||
| Particulate Matter (PM) | 208 | 208 | ||
| Nitrogen Oxides (NOx ) |
kg | 6,411 | 3,127 | |
| Carbon Monoxide (CO) | 15,026 | 1,635 | ||
| Non-Methane Volatile Organic Compounds (NMVOCs) | 1,881 | 194 | ||
| Mobile sources (petrol, diesel and natural gas vehicles) | Sulphur Oxides (SOx ) |
- | - | |
| Particulate Matter (PM) | 399 | 2 | ||
| Ammonia (NH3) | 200 | 7 | ||
| Nitrogen Oxides (NOx ) |
kg | 27,992 | 24,708 | |
| Carbon Monoxide (CO) | 21,584 | 8,193 | ||
| Non-Methane Volatile Organic Compounds (COVNM) | 2,125 | 439 | ||
| Total by type of GHG | Sulphur Oxides (SOx ) |
504 | 504 | |
| Particulate Matter (PM) | 608 | 210 | ||
| Ammonia (NH3) | 202 | 7 | ||
| Total | 53,014 | 34,060 |
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-57%
REN continues to develop the medium and long-term model used to calculate the energy and emissions from our activity, in line with the energy transition taking place in the electricity and gas systems. The process takes into consideration the review of PNEC 2030 and the company's internal initiatives, which also meet the growing requirements and demands relating to the supply chain. REN regularly evaluates the results achieved and the degree of alignment with commitments made.
In 2024 there was a 17% decrease in GHG emissions (scopes 1, 2 and 3) (-37,013 tCO₂eq) compared to 2023. Scope 1 emissions increased by 33% in 2024 (+9,984 tCO₂eq), due to the increased rigour in the methodology for calculating methane emissions, with on-site measurement now being used instead of calculation using bibliographic estimated factors, by type of infrastructure, and also due to the increased frequency of campaigns, being the only material category in which there was an increase. The stabilisation of the methodology and frequency of campaigns, combined with a reduction in the time between detecting the leak and repairing it, will lead to a consistent reduction in these emissions in the short and medium term. Scope 2 emissions also saw a significant decrease of 36% (-40,675 tCO₂eq), as a result of the lower
Emission Factor of electricity transported in the SEN, resulting from the continued integration of RES in the RNT (52 gCO2/ kWh in 2024 compared to 90 gCO₂/ kWh in 2023), the implementation of RES projects for self-consumption and energy efficiency measures. Scope 3 emissions fell by 9% (6,322 tCO₂eq) due fundamentally to the continued decarbonisation of the supply chain and the translation of this effort into an increase in the calculation of categories 1 and 2, using primary data and, on the other hand, REN's lower energy consumption, which also translates into a reduction in category C.3.
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| RETROSPECTIVE | MILESTONES AND TARGET YEARS |
|||||||
|---|---|---|---|---|---|---|---|---|
| SCOPE 1 GHG EMISSIONS | BASE YEAR | BASE YEAR VALUE | 2024 | 2023 | 2022 | VAR. 24/ 23 | 2030 | 2040 |
| Gross Scope 1 GHG emissions (tCO2eq) | 2019 | 23,005 | 40,361 | 30,377 | 31,969 | 33% | 12,37727 | - |
| Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%) |
- | - | - | - | - | - | - | - |
| SCOPE 2 GHG EMISSIONS | ||||||||
| Gross location-based Scope 2 GHG emissions (tCO2eq) | - | - | 64,047 | 102,709 | 128,266 | -38% | - | - |
| Gross market-based Scope 2 GHG emissions (tCO2eq) | 2019 | 235,720 | 71,806 | 112,481 | 133,373 | -36% | 103,23827 | - |
| Total Scope 1 and 2 GHG emissions market-based (tCO2eq) | 2019 | 258,725 | 112,168 | 142,858 | 165,342 | -21% | 103,49028 | carbon neutrality |
| SIGNIFICANT SCOPE 3 GHG EMISSIONS | ||||||||
| Total Gross indirect (Scope 3) GHG emissions (tCO2eq) | 2021 | 91,711 | 65,951 | 72,273 | 84,343 | -9% | 64,19028 | - |
| 1. Purchased goods and services | 5,971 | 8,818 | 19,099 | -32% | ||||
| 2. Capital goods | 45,883 | 46,143 | 46,357 | -1% | ||||
| 3. Fuel and energy-related activities (not included in Scope 1 or Scope 2) | 5,733 | 7,539 | 8,653 | -24% | ||||
| 4. Upstream transportation and distribution | 230 | 385 | 414 | -40% | ||||
| 5. Waste generated in operations | 58 | 127 | 271 | -54% | ||||
| 6. Business travelng | 1,077 | 1,019 | 314 | 6% | ||||
| 7. Employee commuting | 911 | 886 | 563 | 3% | ||||
| 15. Investments | 6,088 | 7,356 | 8,672 | -17% | ||||
| TOTAL GHG EMISSIONS | ||||||||
| Total GHG emissions (location-based) (tCO2eq) | 170,360 | 205,359 | 244,578 | -17% | ||||
| Total GHG emissions (market-based) (tCO2eq) | 178,118 | 215,131 | 249,685 | -17% | ||||
| INTENSITY | ||||||||
| Total GHG emissions/ Energy transported (tCO2/ GWh) (location-based) | 1.630 | 1.890 | 2.080 | -14% | ||||
| Total GHG emissions (tCO2/ M€) (location-based)29 | 0.001 | 0.001 | 0.002 | -21% | ||||
| Total GHG emissions/ Energy transported (tCO2/ GWh) (market-based) | 1.700 | 1.970 | 2.120 | -14% | ||||
| Total GHG emissions (market-based) per net revenue (tCO2/ M€) (market-based)29 | 0.001 | 0.001 | 0.002 | -14% |
27 Target neart-term SBTi.
28 REN's CMD 2024 commitment.
29 Net income 2024: 153 M€, 2023: 149 M€ and 2022: 112 M€.
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It is important to note that given the nature of REN, as the Electricity Transmission Network Operator, the system used to calculate emissions that best suits its representativeness is a mixed model, i.e.:

| EMISSIONS PER BUSINESS UNIT (tCO2eq) | 2024 | 2023 | 2022 |
|---|---|---|---|
| REN Elétrica - Losses and self-consumption | 57,264 | 91,342 | 111,660 |
| REN Elétrica - Administrative buildings and technical and process facilities |
544 | 1 618 | 2,570 |
| REN Gasodutos - Administrative buildings and technical and process facilities |
146 | 302 | 512 |
| REN Armazenagem - Technical and process facilities | 39 | 93 | 153 |
| REN Atlântico - Technical and process facilities | 2,275 | 5,004 | 9,117 |
| REN Portgás - Administrative buildings and technical and process facilities |
11 | 3 | 36 |
| Transemel - Losses and self-consumption | 3,769 | 4,348 | 4,219 |
| Total | 64,047 | 102,709 | 128,266 |
| EMISSION FACTOR (gCO /kWh) 2 |
2024 | 2023 | 2022 |
|---|---|---|---|
| Portugal - Losses and self-consumption | 52 | 90 | 140 |
| Portugal - Electricity produced in Portugal | 43 | 85 | 139 |
| Chile - Losses and self-consumption | 202 | 242 | 301 |
| EMISSIONS PER BUSINESS UNIT (tCO2eq) | 2024 | 2023 | 2022 |
|---|---|---|---|
| REN Elétrica - Losses and self-consumption | 57,264 | 91,342 | 111,660 |
| REN Elétrica - Administrative buildings and technical and process facilities30 |
1,960 | 4,779 | 3,957 |
| REN Gasodutos - Administrative buildings and technical and process facilities |
526 | 891 | 788 |
| REN Armazenagem - Technical and process facilities | 141 | 274 | 236 |
| REN Atlântico - Technical and process facilities | 8,106 | 10,840 | 12,458 |
| REN Portgás - Administrative buildings and technical and process facilities |
40 | 8 | 56 |
| Transemel - Losses and self-consumption | 3,769 | 4,348 | 4,219 |
| Total | 71,806 | 112,481 | 133,373 |
| (gCO /kWh) 2 |
2024 | 2023 | 2022 |
|---|---|---|---|
| Portugal | 155 | 251 | 214 |
30 The figure matches the location-based figure due to the nature of our activity, since the electricity in question is inherent to our operational process and does not result from a purchase from a supplier.
21%

Reduction in total scope 1 and 2 emissions in 2024
There was a 21% reduction in total scope 1 and 2 emissions (from 142,858 tCO₂eq in 2023 to 112,167 tCO₂eq in 2024), as a result of the continuous implementation of initiatives to reduce emissions and the favourable evolution of the decarbonisation of the SEN.
In liaison with the supply chain in projects to expand and remodel infrastructure and uprate the Very-High Voltage lines, this initiative was implemented in 2023 and will also be used in all future work, whenever possible. A "sustainable site" involves the installation of a UPAC to meet part of electrical power requirements, and where the remainder of electricity consumption on construction sites is realised through the purchase of green electricity, for which guarantees of origin are 'acquired', ensuring that contract work sites are carbon neutral.
In 2025, the solution is expected to extend to 60% of sites and in 2027, the solution will be implemented at all sites, where possible.
There was a 21% reduction in total scope 1 and 2 emissions, as a result of the continuous implementation of initiatives to reduce emissions.
| 2024 | 2023 | 2022 | VAR. 24/ 23 | |
|---|---|---|---|---|
| SCOPE 1 | ||||
| Gas - Administrative buildings | 189 | 555 | 358 | -66% |
| Gas - Technical and process facilities | 12,954 | 14,004 | 16,385 | -7% |
| Gas - Fleet | 49 | 83 | 64 | -41% |
| Gas | 24,035 | 11,170 | 11,688 | 115% |
| Propane gas | 8 | 3 | 3 | 132% |
| Diesel - Technical and process facilities | 105 | 246 | 136 | -57% |
| Diesel and petrol - Fleet | 1,739 | 1,756 | 1,736 | -1% |
| SF6 - Technical and processing facilities | 1,224 | 2,063 | 1,302 | -41% |
| Fluorinated greenhouse gases - FGG | 59 | 497 | 298 | -88% |
| Total - Scope 1 | 40,362 | 30,377 | 31,969 | 33% |
| SCOPE 2 | ||||
| Electricity - Technical and processing facilities | 8,776 | 15,862 | 14,961 | -45% |
| Electricity - Technical and processing facilities (self-consumption) | 854 | 1,712 | 2,395 | -50% |
| Electricity - Administrative buildings | 2,525 | 4,799 | 4,117 | -47% |
| Electricity - Losses | 59,616 | 90,050 | 111,882 | -34% |
| Electricity - Fleet | 35 | 58 | 18 | -39% |
| Total - Scope 2 | 71,806 | 112,481 | 133,373 | -36% |
| Total - Scope 1 and 2 | 112,168 | 142,858 | 165,342 | -21% |
The 9% reduction (6,322 tCO₂eq) in scope 3 emissions in 2024, compared to 2023, is mainly due to the categories: C1. Purchases of products and services (32 per cent reduction, equivalent to 2,847 tCO₂eq), C.3. Energy-related activities (24 per cent reduction, equivalent to 1,806 tCO₂eq) and C15. Investments (17 per cent reduction, equivalent to 1,316 tCO₂eq). The first three categories C1. Purchases of products and services, C2. Capital goods and C.3 Energyrelated activities account for 87% of the value of scope 3. Against this backdrop, in 2024, REN continued to work on aligning and sensitising the value chain to the need to reduce its carbon footprint.
With regard to category C.3. Energy-related activities (A1+A2), the reduction is due to the implementation of self-consumption systems and various energy efficiency initiatives, namely in gas and electricity infrastructures and in the fleet.
When calculating the scope 3 categories, primary data was taken into account for 17 per cent of eligible purchases in categories C.1 and C.2 and 100 per cent in categories C.3, C.4, C.5, C.6, C.7 and C.15, which corresponds to 35 per cent of the scope 3 total.
It should be noted that REN carried out indepth work to identify the applicable Scope 3 categories, and that none of the 15 applicable categories were excluded from the perimeter in advance. However, given the nature of our business, only eight of the 15 categories are applicable, and the following categories are not applicable:
C.8 Upstream leased assets: REN has no leased assets upstream of its operations;
| 2024 | 2023 | 2022 | VAR. 24/ 23 | |
|---|---|---|---|---|
| C1: Purchases of products and services | 5,971 | 8,818 | 19,099 | -32% |
| C2: Capital goods | 45,883 | 46,143 | 46,357 | -1% |
| C3: Fuel and energy-related activities (not included in scope 1 and 2) |
5,733 | 7,539 | 8,653 | -24% |
| C4: Upstream transport and distribution | 230 | 385 | 414 | -40% |
| C5: Waste generated in operations | 58 | 127 | 271 | -54% |
| C6: Business travel | 1,077 | 1,019 | 314 | 6% |
| C7: Commuting | 911 | 886 | 563 | 3% |
| C15: Investments | 6,088 | 7,356 | 8,672 | -17% |
| Total | 65,951 | 72,273 | 84,343 | -9% |
transmit or distribute natural gas (or other fossil fuels) must establish separate emission reduction targets for category C.11 of Scope 3, i.e., fossil fuels distributed must have a reduction target;
9%
Reduction of total scope 3 emissions in 2024


Of primary data in categories C.1 and C.2 in 2024
A reduction in the absolute value of 41% was recorded in sulphur hexafluoride emissions (SF6), a gas used as electrical insulator (dielectric) in a range of high and very-high voltage equipment in operations in Portugal and Chile. This was due to the ongoing improvements to internal processes to detect and resolve leaks.
With the aim of continuous improvement in the calculation of these emissions, REN implemented additional measures in 2024 and improved its existing methodologies and processes. Based on the UNEP (United Nations Environment Programme) Oil and Gas Methane Partnership (OGMP 2.0) benchmark, measurement and sampling was carried out at source level to establish specific emission factors and activity factors to estimate emissions. It should be noted that in addition to on-site campaigns (REN Gasodutos, REN Armazenagem and REN Atlântico), processes were used at site level and at reconciliation source level to help improve accuracy and confidence in reported emissions.
It is important to emphasise that in 2024 the LDAR (leak detection and repair) campaigns were continued and the frequency of the systematic search for leaks in the medium and low-pressure network was increased, in addition to the development of continuous monitoring pilot projects.
The new Regulation (EU) 2024/1787, which establishes rules for measuring, quantifying, monitoring, reporting and verifying methane emissions, is already being applied. The adoption of more rigorous methodologies, with a reduction in the use of bibliographic emission factors, has led to a 115% increase in reported emissions compared to 2023. However, this growth only reflects greater precision in measurement and not a deterioration in environmental performance.
We believe that, in the short term, this trend will be reversed, as a result of the various initiatives underway and the close monitoring of this issue at REN.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| SF6 installed mass (ton) | 74.7 | 73.2 | 72.8 |
| Leak rate (%) | 0.065 | 0.12 | 0.076 |
| COMPANY | 2024 | 2023 | 2022 | VAR. 24/ 23 |
|---|---|---|---|---|
| REN Gasodutos | 5,533 | 3,284 | 1,676 | 68% |
| Fugitive emissions | 4,579 | 1,959 | 521 | 134% |
| Purge and vent eissions | 942 | 1,314 | 1,144 | -28% |
| Incomplete combustion | 12 | 12 | 11 | 6% |
| REN Armazenagem | 785 | 453 | 581 | 74% |
| Fugitive emissions | 609 | 88 | 110 | 592% |
| Purge and vent eissions | 78 | 216 | 430 | -64% |
| Incomplete combustion | 98 | 148 | 23 | -34% |
| REN Atlântico | 927 | 222 | 584 | 318% |
| Fugitive emissions | 923 | 218 | 559 | 323% |
| Purge and vent eissions | 4 | 3 | 6 | 39% |
| Incomplete combustion | 1 | 1 | 1 | 6% |
| REN Portgás | 16,789 | 7,211 | 8,847 | 133% |
| Fugitive emissions | 15,618 | 6,287 | 7,077 | 148% |
| Purge and vent eissions | 1,171 | 924 | 1,770 | 27% |
| Incomplete combustion | - | - | - | - |
| Total | 24,035 | 11,170 | 11,688 | 115% |
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With regard to fleet emissions, including fossil fuels (diesel, petrol and gas) a reduction of 4% was seen (2024 vs. 2023), even with an increase of 5%, compared to 2023, of total kilometres driven by the fleet vehicles, due to the increase in activity. This confirms the positive trajectory of fleet decarbonization, particularly when analysed per kilometre driven.
In the short and medium-term, the effects of the ongoing electrification of our fleet and the provision at administrative and technical buildings of charging systems, will result in lower emissions, especially with the increase in electric vehicles which are expected to reach 80% by 2030.
The ongoing electrification of the fleet, the implementation of energy efficiency measures and installation of solar thermal and photovoltaic systems, resulted in a reduction of 548 tCO2eq.
Despite the varying nature of this category, if the general scenario for 2024 is analysed, and because numerous initiatives have been implemented, a decrease of 14% was recorded with regard to 2023. This was mainly due to the lower consumption of natural gas in technical and processing facilities and less diesel used in the fleet and in technical equipment.
However, it is important to note that with regard to the periodic review process for methodologies and emission factors, REN recalculated the 2023 figures for NGHG emissions, as the most recent emission factors of the EMEP/ EEA (Air pollutant emission inventory guidebook 2023) have

The ongoing electrification of the fleet, the implementation of energy efficiency measures and installation of solar thermal and photovoltaic systems, resulted in a reduction of 548 tCO2 eq.
| EMISSIONS SOURCES | NON-GREENHOUSE GAS | 2024 | 2023 | 2022 | VAR. 24/ 23 |
|---|---|---|---|---|---|
| Nitrogen Oxides (NOx ) |
18,043 | 21,581 | 23,066 | -16% | |
| Carbon Monoxide (CO) | 5,701 | 6,558 | 7,414 | -13% | |
| Stationary sources | Non-Methane Volatile Organic Compounds (NMVOCs) | 147 | 244 | 228 | -40% |
| Sulphur Oxides (SOx ) |
384 | 504 | 492 | -24% | |
| Particulate Matter (PM) | 142 | 208 | 239 | -31% | |
| Nitrogen Oxides (NOx ) |
2,639 | 3,127 | 6,389 | -16% | |
| Carbon Monoxide (CO) | 2,029 | 1,635 | 11,071 | 24% | |
| Mobile sources | Non-Methane Volatile Organic Compounds (NMVOCs) | 252 | 194 | 1,426 | 30% |
| Sulphur Oxides (SOx ) |
- | - | - | - | |
| Particulate Matter (PM) | 2 | 2 | 439 | -6% | |
| Ammonia (NH3) | 7 | 7 | 152 | 8% | |
| Nitrogen Oxides (NOx ) |
20,682 | 24,708 | 29,455 | -16% | |
| Total | Carbon Monoxide (CO) | 7,730 | 8,193 | 18,484 | -6% |
| Non-Methane Volatile Organic Compounds (NMVOCs) | 400 | 439 | 1,654 | -9% | |
| Sulphur Oxides (SOx ) |
384 | 504 | 492 | -24% | |
| Particulate Matter (PM) | 144 | 210 | 678 | -31% | |
| Ammonia (NH3) | 7 | 7 | 152 | 8% | |
| Total | 29,348 | 34,060 | 50,915 | -14% |
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since been made available. Moreover, and considering that REN's fleet is less than three years old on average, the minimum factors have been used instead of the average factors used previously, which better suit this type of vehicle and are in line with the demanding Euro 6 standards which new light vehicles sold in the EU are subject to. In 2022, the emission factors of the EMEP/ EEA (Air Pollutant emission inventory guidebook 2019) were used.
REN continues to focus on the operational efficiency of energy used in operations. As such, we conducted a benchmarking analysis, complemented with a comparative analysis of the consumption necessary for the different types of operations, bringing together potential clusters of reduction, and identifying a range of initiatives. Some of these initiatives are innovative, such as the sustainable substation and others focusing on energy efficiency and technological change, which allow us to estimate the reduction of energy in the medium and long-term, excluding losses in the electricity transmission network.
With regard to energy efficiency, in addition to the considerable increase in electric vehicles, which are more efficient than traditional vehicles, we have also replaced the heating and cooling system in the Portgás building, (a gas boiler and chiller solution) with a heat pump. We also continue to replace equipment at end-of-life with more efficient solutions at the three gas concessions,
REN Gasodutos, REN Armazenagem and REN Atlântico, where the greatest potential for reduction exists. Furthermore, REN is currently in the process of designing a new energy efficiency plan to be implemented as of 2025. Measures such as the replacement of end-of-life boilers and circulator pumps at GRMS stations, combined with increased sensorisation and digitalisation, enabling optimized management of these assets from a use of energy perspective.
In 2024 there was an increase in energy consumption of around 7% (79,219 MWh). It should be noted that some of the items with the highest materiality saw reductions: Electricity (technical and processing facilities) with -11% and gas (technical and processing facilities) with -8%. However, the 9% increase in RNT infrastructure losses and at Transmel, the equivalent of 87% of total energy, due to the higher percentage of RNT losses (2.39% in 2024 vs. 2.26% in 2023), was caused by an overall increase in energy used. The higher losses in the electricity transmission network are directly related to the growing introduction of RES and the greater electrification of the economy which can be seen in the 46.1 TWh transmitted in the RNT in 2024, compared to 44.8 TWh in 2023 and 43.6 TWh in 2022 (an increase of 5.7% from 2022 to 2024). This phenomenon is directly connected to and is a consequence of the process to decarbonize the electrical system, as will be explained below. Without this effect, which is inevitable due to the decarbonization of the electricity system, the reduction in energy would have been 7%, which highlights the work carried
| 2024 | 2023 | 2022 | VAR. 24/ 23 | |
|---|---|---|---|---|
| Natural gas - Administrative buildings | 926 | 2,721 | 1,754 | -66% |
| Natural gas - Technical and processing facilities |
63,476 | 68,628 | 80,298 | -8% |
| Natural gas - Fleet | 241 | 407 | 312 | -41% |
| Natural gas - Losses | 12,806 | 6,643 | 6,731 | 93% |
| Propane gas - Technical and processing facilities |
33 | 14 | 12 | 132% |
| Diesel - Technical and processing facilities |
357 | 837 | 461 | -57% |
| Diesel and petrol - Fleet | 6,233 | 6,219 | 6,075 | 0% |
| Electricity - Technical and processing facilities |
56,961 | 63,707 | 69,827 | -11% |
| Electricity - Technical and processing facilities (self-consumption) |
15,472 | 17,916 | 16,646 | -14% |
| Electricity - Administrative buildings | 16,282 | 18,944 | 19,214 | -14% |
| Electricity - Losses | 1,104,414 | 1,014,960 | 794,937 | 9% |
| Electricity - Fleet | 230 | 229 | 83 | 1% |
| Production of RES (self-consumption) - Solar photovoltaic |
2,826 | 302 | - | 836% |
| Production of RES (self-consumption) - Solar thermal |
487 | - | - | - |
| Total | 1,280,746 | 1,201,527 | 996,351 | 7% |
| Energy intensity (MWh/ GWh) | 12 | 11 | 9 | 11% |
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Reduction in energy consumption, excluding grid losses

Increase in electricity transmission in the RNT compared to 2023

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Increase in self-consumption energy from RES
out by REN to implement energy efficiency measures and self-consumption projects. It should be noted that REN is committed to reducing energy by 35% by 2030, compared to 2021 (excluding losses in the electricity transmission network and the production of RES for self-consumption).
As can be seen in the energy consumption table, in 2024, the three most significant categories which represent 97% of the energy consumed (not including self-consumption produced from RES),
correspond to losses in electricity transmission networks (88%), gas (technical and processing facilities) with 5%, and electrical power (technical and processing facilities) with 4%.
To calculate the percentage of renewable energy, the corresponding proportion of RES was applied to electricity consumption. For 2024, 70% RES was considered for losses and self-consumption and 51% RES for electricity purchased from the supplier. The same method was used for previous years.
| 2024 | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| CONSUMPTION CATEGORIES | RENEWABLE | NON-RENEWABLE | RENEWABLE | NON-RENEWABLE | RENEWABLE | NON-RENEWABLE | |
| Natural gas - Administrative buildings | - | 926 | - | 2,721 | - | 1,754 | |
| Natural gas - Technical and processing facilities | - | 63,476 | - | 68,628 | - | 80,298 | |
| Natural gas - Fleet | - | 241 | - | 407 | - | 312 | |
| Natural gas - Losses | - | 12,806 | - | 6,643 | - | 6,731 | |
| Propane gas - Technical and processing facilities | - | 33 | - | 14 | - | 12 | |
| Diesel - Technical and processing facilities | - | 357 | - | 837 | - | 461 | |
| Diesel and petrol - Fleet | - | 6,233 | - | 6,219 | - | 6,075 | |
| Electricity - Technical and processing facilities | 29,050 | 27,911 | 17,838 | 45,869 | 19,552 | 50,276 | |
| Electricity - Technical and processing facilities (self-consumption) | 10,830 | 4,642 | 11,108 | 6,808 | 4,661 | 11,985 | |
| Electricity - Administrative buildings | 7,02931 | 6,753 | 5,304 | 13,640 | 5,380 | 13,834 | |
| Electricity - Losses | 773,090 | 331,324 | 629,275 | 385,685 | 397,468 | 397,468 | |
| Electricity - Fleet | 117 | 113 | 64 | 165 | 42 | 42 | |
| Production of RES (self-consumption) - Solar photovoltaic | 2,826 | - | 302 | - | - | - | |
| Production of RES (self-consumption) - Solar thermal | 487 | - | - | - | - | - | |
| Total | 823,429 | 454,816 | 663,891 | 537,636 | 427,103 | 569,249 | |
| % de FER | 64% | 36% | 55% | 45% | 43% | 57% |
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Losses in the electricity transmission network


Consumption of gas at technical and processing facilities

Consumption of electricity at technical and
processing facilities

In relation to the energy resulting from the losses in the electricity transmission network, this will tend to increase, mainly due to the growing introduction of RES into the mainland Portugal electricity system, and depends on a series of constraints such as options on the dimensioning of components, topological solutions and operating conditions.
In Portugal, the operating profile of power plants, which are highly dependent on hydro and wind, and to a growing extent on photovoltaic production, has a pronounced effect on RNT losses, as the large thermal power plants, which have an increasingly lower percentage contribution to production, are mostly located along the coast and close to areas of greatest consumption. However, hydro and wind are essentially to the north and inland while
photovoltaic production is more central and southern, positioned in a more distributed fashion, smaller in size and located away from large consumption centres. As such, wetter areas or those with strong wind or solar production, lead to power being transmitted over longer distances and to higher grid losses.
The integration into the network of the high amounts of power forecast for this decade, mostly from new solar production, with the majority located in low-consumption areas, will lead to significant changes in RNT transit patterns, with high southnorth flows during periods of high solar production.
In this regard, an increase in energy losses in the network is expected due to the increase in RES in the Portuguese and Spanish electricity systems, to maximize the introduction of RES in both systems and also due to an increase in consumption. An increase in energy transits via interconnections is also expected together with an increase in the average distances covered.
Expected losses in a given network, where production sources and the network itself change over time, naturally involve a degree of uncertainty and depend, as mentioned, on the type of production and the contribution of energy from imports.
The reduction of 8% in "gas consumption (technical and processing facilities)" is due to the lower gas consumption in the SNG (-17% compared to 2023), the implementation of energy efficiency measures in assets and the installation of thermal energy production systems. The reduction of 11% in electrical power (technical and processing facilities) is mainly due to the lower use of the LNGT, the largest consumer of electricity in the REN
Group, due to the reduction in consumption of regasified gas at this facility and also due to the gradual installation of power production units at REN assets.
Without prejudice to the above, and acting as a secondary effect due to the result of the energy transition, despite the increase in RNT power losses, the significant reduction in SEN emissions has allowed an ongoing reduction in emissions caused by losses, although with variations depending on the percentage of RES in the SEN each year. In the future, this trajectory is expected to accelerate, particularly up to 2030, driven also by a robust REN investment programme in electricity infrastructure and due to initiatives to reduce energy consumption.
As an operator of electricity transmission infrastructure, and in line with counterpart organizations, REN has the highest energy consumption in this category, corresponding to 82% in 2022, 86% in 2023 and 88% in 2024, with a trend to potentially increase in terms of materiality. The increase in energy losses in the transmission network is directly related to the greater integration of RES and the increasing electrification of the economy. Emissions from power losses in the transmission network are basically the result of energy dissipated in the form of heat by the network lines (losses in the transmission network), poor equipment efficiency and the emissions factor (EF) in the mix of power transmitted. As a concessionaire and facilitator of the energy
The increase in energy losses in the transmission network is directly related to the greater integration of RES and the increasing electrification of the economy.
transition, REN operates in accordance with the rules of the electricity market, regulated by an independent body.
REN's mission, as a transmission system operator, is to ensure supply security and quality of service and this work is carried out in accordance with mandatory and specific operating procedures. The overriding need to comply with these procedures results in limitations for REN with regard to the methods used to operate the electrical system based on loss reduction criteria. The practice is to maximize the integration
Despite the increase in RNT power losses, the significant reduction in SEN emissions has allowed an ongoing reduction in emissions caused by losses.
of RES into the national electricity system and, as a consequence, gain a positive reduction in the EF for energy transmitted. I
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The increase in the percentage of losses and energy losses resulting from the transmission of electricity is caused by:
i) increased distances between production and consumption points (losses increase when the distance transmitted increases), in particular, due to the more diverse composition and widespread nature of electricity production centres and the installation of new power production plants using renewable sources where very often the resource is located far from the areas of greatest consumption;
ii) the demand profile;
iii) the amount of electrical power transmitted and the voltage level; iv) the power generation mix;
v) the flows of power through interconnections with Spain to optimize the integration of RES in both countries and contribute to supply security; and
vi) the electrification of the economy.
This conclusion also applies to other countries on the road to decarbonization based on a sharp increase in power generated from RES, in different parts of the country.
However, REN is committed to the transition of the National Electricity System and is developing a range of measures that seek to optimize the management of energy flows and reduce the associated losses.
These measures aim to create parallel or alternative paths that allow a specific flow of power to be distributed over several routes simultaneously. Of note are the following measures which are being implemented/under development:

For Portugal in 2024, there was an increase in energy consumption resulting from losses (1,101 GWh in 2024 vs. 1,015 GWh in 2023) of around 8.5% in the electricity transmission network, with weighting increasing from 2.26% to 2.39%.
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Commitment to carbon neutrality by 2040 is limited to scope 1 and 2 emissions, and initiatives focus on reducing our carbon inventory and emissions. Carbon credits are only intended to cover residual emissions that cannot be reduced. For emissions which cannot be reduced, REN has planned the development of forestry projects, using voluntary carbon markets and/ or the purchase of 100% green energy source guarantees for electricity and gas.
REN uses the internal economic evaluation analysis of the shadow carbon price because it believes that by setting a price for the organisation's use of carbon, it can contribute to better management of transition risk.
However, considering the evolution of energy systems, the voluntary carbon markets still in consolidation and methodologies to neutralize emissions, this strategy will continue to be reviewed and adapted with the primary goal of total removal of scope 1 and 2 emissions.
REN employs shadow carbon pricing in our internal economic assessment analysis because we believe that by setting a price for the use of carbon in the organization, we can better manage the transition risk. The internal carbon rate is thus a useful tool for influencing decision-making.
REN also uses the ENTSO-E Guideline for Cost Benefit Analysis of Grid Development Projects which employs the "long-term societal price of CO2 emissions" that covers the cost of CO2, because if it were to be included in production costs, the long-term total societal value of avoiding CO2 could
be underestimated (or overestimated). With this in mind, a sensitivity analysis with and without carbon effect is conducted.
Furthermore, in the Development and Investment Plan for the Electricity and Gas Transmission Network, REN uses a project assessment that, combined with cost-benefit analysis and multi-criteria analysis, where one of the criteria is CO2 avoided, an input for the planning procedure, future prices are used adjusting them to planning timeframes (usually 10 to 30 years) supported by reference sources such as the BloombergNEF and the International Energy Agency (IEA).
In operations, REN also uses carbon pricing as an economic input by evaluating alternatives for the different projects, allocating an economic value to the CO2 avoided, for example, when evaluating alternatives to the use of gas at GRMS, replacing it with a self-consumption production unit with photovoltaic panels and heat pump.
REN is working to ensure compliance with all ESRS disclosure requirements on this issue.
ESRS E1-7 ESRS E1-8
For REN, Biodiversity is one of the most important environmental descriptors considered in the systematic assessment of possible impacts of our activities on the different phases of our infrastructure life cycle of. Therefore, we are committed to integrating the protection of biodiversity into our work, adopting practices that promote the conservation and restoration of ecosystems.


CHANGE THE INTEGRATED VEGETATION MANAGEMENT PRACTICES, HELPING KEEP CARBON IN SOIL AND USING 100% BIODEGRADABLE MATERIALS

PLANTING OF 1,355 ERMELO ORANGE TREES, PROMOTING AND PROTECTING THIS NATIVE SPECIES WITH POTENTIAL
IMPLEMENTATION OF THE ACT4NATURE COMMITMENTS PROGRAMME (2023-2025)
AGRICULTURAL BIODIVERSITY
5,000 ha OF PLANTED AREA BY 2025
DRAWING UP THE NATURAL CAPITAL STRATEGY AND MANAGEMENT PLAN
IMPLEMENTATION OF THE ACT4NATURE COMMITMENTS PROGRAMME (2023-2025)
461 ha PLANTED AREA IN 2024

45%
THE NATURAL CAPITAL STRATEGY AND MANAGEMENT PLAN
IMPLEMENTATION OF THE ACT4NATURE COMMITMENTS PROGRAMME (2023-2025)
CONCLUSION OF THE APPROVAL FOR THE NATURAL CAPITAL STRATEGY AND MANAGEMENT PLAN
IMPLEMENTATION OF INITIATIVES RESULTING FROM THE APPROVAL OF THE NATURAL CAPITAL STRATEGY AND MANAGEMENT PLAN
CONCLUSION OF THE INITIATIVES OF THE ACT4NATURE PROGRAMME (2023-2025) I
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Our work includes helping in the recovery of biodiversity, which is the positive impact set out in the double materiality analysis:
Protection, conservation and restoration of land biodiversity
POSITIVE
IMPACT
REN seeks to generate a positive impact on the environment through work to recover biodiversity in the ecosystems surrounding operations. Examples include the development of strategies to mitigate company activities, such as reforestation of Right-of-Way, integrated vegetation management and the inclusion of native species, preservation of the land we manage, conservation of habitats and anti-collision devices and the use of nesting platforms on high voltage lines.
In the materiality analysis, no risks or negative impacts were identified as material, since the potential impacts and risks assessed did not reach the threshold required for them to be classified as material, either impact or financial. However, REN recognises that its activities can have negative effects on biodiversity. For this reason, in 2024, it launched the 'Natural Capital Management Strategy and Plan' project, with the aim of assessing the potential impacts and material dependencies of its operations on nature and mapping the activities along its value chain.
As part of this project, REN is also working to meet the requirements of the ESRS
standards, ensuring a structured approach in line with international best practice. Specifically, this work aims to respond to aspects such as defining the scope of the resilience analysis throughout its own operations and the value chain, identifying the main assumptions adopted, the time horizons considered, as well as the dissemination of the results of this analysis. In addition, it is being assessed how stakeholders are involved in the process and how REN's biodiversity and ecosystems policy relates to material dependencies, physical and transition risks and identified opportunities. This effort reinforces REN's commitment to integrating biodiversity into its sustainability and risk management strategy.
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Biodiversity Biodiversity strategy Natural Capital Management is one of the priority areas of action in REN's sustainability approach, promoting an approach in line with the best environmental management practices and playing an active
This ambition is reflected in our commitments to biodiversity, established under the act4nature Portugal initiative and through the commitment charter that sets out our Biodiversity strategy and which determines the guiding principles and the main areas of action in the medium and long-term (10 years). The strategy goal is to strengthen the integration of the biodiversity component within company activities, for the benefit of communities, employees, the climate, and the planet, by mitigating our impacts and, whenever possible, promoting biodiversity so as to achieve a biodiversity net gain. This strategy is structured into four areas of action:
role in protecting the environment and natural capital, including biodiversity.

4
DISSEMINATION, AND TRANSFER OF KNOWLEDGE
Promote the communication, dissemination, and transfer of knowledge with respect to our different stakeholders. Includes the promotion of dialogue and partnerships with stakeholders, awareness raising, training and environmental education, dissemination of results, and promotion of scientific and technical knowledge, both internally and externally.
Recognizing the impacts and dependencies related to biodiversity is vital for managing risks and opportunities relating to Natural Capital.
This strategy is implemented through action plans containing detailed information on how the general objectives in the different areas of the strategy will be achieved, identifying specific objectives, concrete actions to be undertaken, goals to be achieved and indicators of achievement, defined for a shorter time scale (3 to 5 years).
As with other sustainability issues, the strategy was based on internal reflection and consultation with external stakeholders. This process, implemented in 2022, included a workshop, an assessment of the ESG initiatives underway at REN, an analysis of the context and trends, as well as a review of benchmarking and sustainability indices and ratings.
Recognizing the impacts and dependencies related to biodiversity is vital for managing risks and opportunities relating to Natural Capital. In this regard, in 2024 REN started the project "Natural Capital Strategy and Management Plan" with the goal of assessing the potential impacts and material dependencies of business in relation to nature and mapping the activities of our
value chain. To achieve this aim, tools recognized on an international level are used such as the Taskforce on Nature-related Financial Disclosures (TNFD) to help identify impacts and dependencies relating to nature by sector of activity, the materiality analysis tool of the Science-Based Targets for Nature Initiative (SBTN 2024) and Exploring Natural Capital Opportunities, Risks and Exposure (ENCORE 2024).
The first phase of this work on the analysis of sector materiality, potential impacts, and dependencies, completed in 2024, allowed us to identify:
In addition, management activities and initiatives implemented by REN to manage impacts, dependencies, risks, and opportunities related to nature are also identified, which should also be considered in the evaluation of natural capital managed by REN.
Although REN's activities may impact on nature, there are initiatives and activities in the value chain that contribute in a highly positive manner to biodiversity, such as the management of Right-of-Way. When Right-of-Way are properly managed and in accordance with legal requirements (e.g., rural fire risk management), they can function as ecological corridors or havens and sites for a range of vertebrate and invertebrate species. They also form sites where native plants can grow, contributing to diversity.
REN has extensive experience in this area and is part of the Renewable Grid Initiative (RGI), which is the result of a unique collaboration among non-governmental organizations and Transmission System Operators (TSO) throughout Europe. The RGI promotes the construction of sustainable networks allowing the growth of renewable energy sources (RES) to help decarbonize the sector. In the field of biodiversity,
in collaboration with its members, the RGI promotes the implementation and dissemination of best practices, which include the protection of birds and the integrated management of vegetation.
The relationship with stakeholders is a strategic priority at REN and forms an integral part of our sustainability strategy.
As part of the project development cycle, whenever applicable, REN uses tools such as the Environmental Impact Assessment (EIA). This is an instrument which is preventive in nature and is based on conducting studies and consultations, with real public participation and analysis of possible alternatives, identification and forecasting of the environmental effects of certain projects and the proposing of measures to avoid, minimize or offset such effects. The goal is to reach a decision on the feasibility of implementing such projects along with a respective post-assessment. Interaction with local communities is an essential component of our approach through active and constructive engagement, promoting sustainable development, and improving the well-being of those living in the vicinity of our infrastructure. We prioritize constant interaction with land owners and Right-of-Way so we can comply with legal obligations and find the best solutions for the location and owners. See chapter 4.3.3 Communities.
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• Operational and business disruptions caused by increased intensity of storms and forest fires and other extreme weather events can damage facilities, leading to an increase in capital expenditures on infrastructure repair.
POTENTIAL RISKS AND OPPORTUNITIES
PHYSICAL RISKS
ELECTRICITY
Management of risks and opportunities related to biodiversity and ecosystems In 2024, REN carried out a preliminary analysis of sector materiality of the potential impacts and dependencies of our activities on nature, identifying the respective risks and potential opportunities. In the next reporting periods, REN intends to strengthen this analysis and gradually extend it to our upstream and downstream value chain.
• Volatility or increase in material costs due to increased competition or scarcity.
As active managers of the natural capital present in network Right-of-Way, we recognize the significant value of responsibly managed natural ecosystems that can be maintained and enhanced by identifying opportunities for improvement. Under the Natural Capital Management Strategy and Plan, we will further our knowledge of the additional values of the natural and semi-natural areas managed by REN and the benefits of proper management that simultaneously generates value for nature and local communities.
At the same time, natural risks can significantly affect our activity so we work to ensure the resilience of operations and ecosystems across the value chain. After the abovementioned preliminary identification, during 2025, and further to an internal participatory analysis process and through consultation with external stakeholders, similar to that carried out for climate risks, an assessment will be conducted of the risks and opportunities
REN faces in relation to Biodiversity and Ecosystems. There will also be an analysis of resilience to these risks so they can be integrated into strategic risk planning and management.
Additionally, as part of our sustainability approach, REN has implemented good practices and initiatives for several years to ensure the resilience of the business model to nature-related risks. REN keeps up-to-date information on the interface with sensitive biodiversity and ecosystems sites, such as areas classified for nature conservation, adopting differentiated management in these locations
The occupation of these areas by REN infrastructure is essentially due to historical reasons (the infrastructure was installed prior to the classification of these areas as protected) as well as the need to enable or reinforce the flow of renewable energy from production plants located in these sensitive areas.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Occupation of sensitive areas by gas pipelines/ lines (km) | 1,579.81 | 1,559.71 | 1,568.61 |
| Occupation of sensitive areas by stations/ facilities (km2) | 0.38 | 0.38 | 0.38 |
| Occupancy % over total gas pipelines/ lines | 14% | 14% | 15% |
| Occupancy % over total of stations/ facilities | 9% | 9% | 9% |
Whenever these facilities are modified, such changes are optimized so as to reduce the biodiversity impact. The sites where the infrastructure of the National Transmission Network (RNT) is located are potentially the habitat for species classified on the Red List of the International Union for the Conservation of Nature (IUCN), in the following categories:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Critically threatened | 2 | 2 | 2 |
| Threatened | 12 | 14 | 14 |
| Vulnerable | 84 | 86 | 78 |
| Almost threatened | 40 | 40 | 35 |
| Of little concern | 808 | 776 | 769 |
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In our Sustainability Policy, REN undertakes a commitment to be recognized as an environmentally responsible company, acting in accordance with the best environmental management practices and playing an active role in the protection of the environment and natural capital.
In this regard, REN also applies the principles of the Social Responsibility Policy Statement where we undertake to ensure harmonious interaction with the environment, minimizing the environmental impacts arising from our activities, promoting the rational use of natural resources and the prevention of pollution, with a view to safeguarding the rights of future generations.
Additionally, in our Quality, Environment, and Security Policy Statement, we are committed to the rational use of resources, the integration of renewable energy sources and the mitigation and monitoring of environmental impacts.
The Supplier Code of Conduct, subject to ongoing review, requires suppliers to commit to implementing sustained efforts in the environmental sustainability area, integrating good sustainability practices into their products and services, and promoting internal awareness and
education programmes on these issues. Suppliers should also develop mitigation and adaptation practices for climate change and promote the efficient and sustainable use of resources, establishing waste management strategies, increasing the circularity of their products and/ or services and implementing more energy efficient technologies. The importance of disseminating the carbon footprint, the gradual reduction of emissions, in accordance with available technology, and the establishing of mechanisms to prevent and control pollution is also emphasised with suppliers. They also undertake to minimize potential negative impacts on biodiversity by prioritizing solutions to protect and restore biodiversity and ecosystems, as well as pursue nondeforestation and soil conservation strategies.
REN has undertaken wide-ranging advisory work on a voluntary basis under the Due Diligence Directive, as this Directive does not apply to REN. This work will strengthen the resilience and sustainability of operations and the value chain in the future, promoting the ongoing management of social and environmental impacts.
Given that the company is responsible for the transmission of electricity and gas,
Strategic Environmental Assessment (SEA) is an environmental policy instrument which aims to ensure assessment of the environmental consequences of specific plans and programmes.
the general technical management of the electricity and gas systems, as well as the reception, storage and regasification of liquefied gas and underground gas storage, REN has been committed to environmental protection for many years. This commitment can be seen in our robust environmental management, supported by mechanisms such as the Environmental Management System, Environmental Impact Studies and Environmental Risk Assessments, adapted to the different phases of our activities.
Strategic Environmental Assessment (SEA) is an environmental policy instrument which aims to ensure assessment of the environmental consequences of specific plans and programmes. The main goals of this instrument are to:
• Support decision making;
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In 2024, the strategic environmental assessment of the PDIRG was conducted, highlighting the new challenges relating to the integration of hydrogen (H2 ) into the gas transmission network.
In accordance with legislation in force, REN is required to prepare and deliver to the Directorate-General for Energy and Geology (DGEG) and the Energy Services Regulator (ERSE) the new proposals for the Development and Investment Plan for the National Transmission Network, Storage Infrastructures and Gas Terminals (PDIRG) and for the Development and Investment Plan for the Electricity Transmission Network (PDIRT), for the 2025-2034 period. The drawing up of these plans requires Environmental Assessments (EA) to be carried out in parallel for each.
In 2024, the strategic environmental assessment of the PDIRG was conducted, highlighting the new challenges relating to the integration of hydrogen (H2) into the gas transmission network.
PDIRT 2025-2034, in accordance with Decree-Law No 15/2022 of 14 January, in its current version, is now a sector programme in nature (article 124 of
Decree-Law No 15/2022), and Order No 9132/2024 of 18 July requires that a new proposal be drawn up based on the most recent premises.
PDIRT 2025-2034 aims to ensure security of supply and operation of the network, providing the capacity to receive and deliver electricity with quality and safety. It proposes investments in infrastructure to integrate more renewable energy, serve large industrial consumers and ensure interoperability between networks. Moreover, it promotes compatibility with the national distribution network, the Spanish transmission network and the European plan, emphasising the expansion of the network and the maximization of transmission capacity.
The Environmental Assessment and Control Reports summarize PDIRT and PDIRG follow-up and monitoring.
These reports are intended not only to address legal requirements, but also to inform each new planning cycle of the results of the previous cycle and the measures that may be required to identify unforeseen negative effects in a timely manner and redirect action so as to fully implement defined strategies.
Environmental Impact Assessment (EIA) is a tool which can be used on certain public utility infrastructure projects where REN is the promoter. The EIA is an instrument which is preventive in nature and is based on conducting studies and consultations, with effective public participation and analysis of possible alternatives, identification and forecasting of the environmental effects of certain projects and the proposing of measures to avoid, minimize or compensate such effects. The goal is to reach a decision on the feasibility of implementing such projects along with a respective postassessment. The EIA process consists of different stages.
Law No 11/2023 of 10 February to the Legal Framework for Environmental Impact Assessment (RJAIA), initially published by Decree-Law No 151-B/2023 of 31 October, the "Environmental Analysis of Corridors" was created. This study, referred to as EAAC, seeks to conduct an environmental assessment of alternative corridors for installing linear infrastructures. The selection of EAAC by the environmental authority allows the promoter to develop the implementation project for the infrastructure along with the respective environmental impact study for a previously approved corridor. This methodology binds the entities consulted under the EAAC Public Consultation process to the decision of the environmental authority. This methodology is being tested for two 400 kV line projects: Abrantes – Divor and Bodiosa – Fundão.
Following the reform introduced by Decree-
753 km
Total 400 kV lines
in 2024
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In 2024, five EIS were issued representing a total of around 753 km of lines. These decisions included three new substations/ switching stations. Moreover, it is expected that the following equipment will come online by 2026:
• four substations/ switching stations; and
• around 1,500 km of lines.
During network operation and maintenance, monitoring and supervision actions are carried out to ensure compliance with goals and targets defined both by REN and the provisions of environmental impact statements or decisions on the environmental compliance of the execution project. In 2024, monitoring actions were also undertaken at different infrastructures, covering the following descriptors:
| MONITORED BY DESCRIPTOR | 2024 | 2023 | 2022 |
|---|---|---|---|
| Birdlife | 11 | 12 | 8 |
| Soundscape | 4 | 3 | 2 |
| Water resources | - | - | 1 |
| Flora | - | - | 1 |
| Iberian-wolf | - | - | - |
| Electromagnetic fields | 5 | 3 | 2 |
In order to facilitate the analysis and visualization of the project impacts, the innovative initiative "Virtual presentation of REN projects and environmental constraints" provides a more comprehensive view of project information and environmental constraints on the ground during field visits, through the use of augmented reality, carried out within Environmental Impact Assessment processes.
REN's commitment to the energy transition, reflected in the expansion and improvement activities in power transmission networks, has been significantly strengthened. This strengthened commitment can be seen in the high number of environmental assessment processes in the design phase, as shown in the table below:
5
EIS issued in 2024
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Environmental Impact Assessment processes (EIA and RECAPE) |
- | 9 | 1 |
| Environmental Impact Statements (EIS) issued | 5 | 2 | 2 |
| Environmental Project Studies (EPS) | 1 | 4 | 2 |
| Decision on Draft Environmental Study | 1 | 3 | - |
| Environmental Impact Studies (EIS) | 332 | 8 | 1 |
| Environmental Compliance Reports on the Execution Project (RECAPE) |
- | 1 | - |
| Application for framing under the Legal Framework for Environmental Impact Assessment (PERJAIA) |
1 | - | - |
| Decision on Application for Framing under the Legal Framework for Environmental Impact Assessment |
1 | - | - |
32 During the EIA procedure, the environmental authority claimed that the EIS should be reviewed in four studies because the project involved significant impacts on the environment and, as provided for in article 16 of the Environmental Impact Assessment Law (RJAIA), requested that a new EISs be carried out. Three of these studies have been completed.

REN adopts a proactive approach to implementing initiatives to integrate natural capital into operations, based on the principle of creating shared value and promoting ecosystem services in line with Sustainable Development Goals (SDGs). As such, we promote initiatives in collaboration with local communities, institutions in the scientific and technological area of higher education, and collaborative laboratories. We strengthen our internal commitments and our policies, codes and methodologies and continue to develop innovative projects that seek to contribute to the increased resilience of the land we occupy.
REN is implementing a range of initiatives in the field of biodiversity with the aim of monitoring and minimizing the environmental impacts of our activities, promoting, and
restoring biodiversity and ecosystems and using natural resources rationally. These actions include keeping the corridors clean, increasing the resilience of land and providing access to Civil Protection agents. We are also adopting innovative solutions, such as the installation of video surveillance systems in the REN Elétrica support infrastructure to assist in fire prevention and fighting. Additionally, we are adopting nature-based solutions for vegetation management, replacing mechanical means, with typically native animal species. Various initiatives are also carried out with local communities. See chapter 4.3.3 Communities.
Furthermore, REN places emphasis on reforestation with native species, implementing offsetting measures and compatibility of infrastructures with birdlife. Examples of these offsetting measures include those implemented in the branch of the Lares – Lavos to Paraimo line, with the improvement of the Foja National Forest, where, in three plots covering 41 hectares, emphasis was placed on native pine trees. The work carried out included the management of sub-vegetation, the removal of invasive species, trimming, tree branch removal, and pruning. Special attention was given to preserving native species. In the Foz Tua - Armamar line, the natural regeneration of habitats such as cork oaks/ juniper and holm oak/ juniper were restored. These habitats are compatible with Bonelli's Eagle (Aquila fasciata) and other species affected by the line. Additionally, vegetation management was carried out in 29 hectares with the objective of creating reduced fuel corridors, also restoring 126 hectares of degraded habitats through the management of sub-vegetation, trimming, branch removal, and pruning. Native species were also planted.
REN submitted an application to the LIFE GreenLINK programme, with the aim of testing, evaluating, and disseminating measures that promote a coherent green infrastructure, based on integrated and complementary solutions between linear energy and highway infrastructure networks. The main priorities of this initiative, in partnership with the University of Coimbra,
NBI and ANP/ WWF, are to promote the mobility of fauna, control invasive species and enhance ecosystem services.
The REN Chair in Biodiversity was created in 2015, a name established under a protocol between CIBIO – Research Centre in Biodiversity and Genetic Resources of the University of Porto (CIBIO-INBio), REN, and FCT (Foundation for Science and Technology). The first agreement established between the three entities lasted five years (2015-2020) and was subsequently renewed. It aims to develop a programme for scientific research, scientific consultancy, and transfer of knowledge to REN through advice and support in studies and the use of biological and technical data gathered by REN over the last 20 years.
Relevant knowledge resulting from our experience in project management, environmental assessment, construction, and operations, ensures the quality and continuity of scientific work, the consolidation of knowledge in the organization and its application throughout the life cycle of REN activity.
III
For the 2024-2026 period, the protocol between REN and CIBIO-INBio is structured into three components:
Planted area
between 2010-2024
This work is usually published in different scientific articles addressing topics which directly apply to REN activities.
The precise understanding of land occupation and use in Right-of-Way plays a vital role in the strategic planning of vegetation and REN asset management. Creating detailed land use/ occupation maps, identifying similar units in corridors, is a crucial task. This approach not only provides a solid basis to work from, but also facilitates the design of optimized solutions that contribute significantly to decision-making processes.
REN's priority is to guarantee legal requirements, namely compliance with safety distances between vegetation and infrastructures and fuel accumulation, in the management of buffer strips/ fuel management strips associated with its linear infrastructures (power lines and gas pipelines). In addition, recognising the importance of reducing direct impacts on flora and land use resulting from our activities, we encourage management that favours tree planting when building new facilities, namely through the use of native species that are compatible with the infrastructures.
Between 2010 and 2024, through our Rightof-Way reforestation programme, we planted 4,553 ha, corresponding to 1.5 million trees, reaching 91% of the reforestation and conversion goal of 5,000 ha by 2025. This effort involved the collaboration of more than 24 owners. In 2024, an area of approximately 461 ha was planted. Reinforcing REN's commitment to promote native species, of the 461 hectares planted, around 47% was planted with strawberry trees, over 31% with cork oaks and holm oaks, 17% with oaks, 3% with stone pines and 2% with agricultural species for fruit production.
REN is responsible for managing vegetation covering more than 23,500 ha (forest spaces). In 2024, vegetation management was carried out for a total of 10,186 ha, of which 9,046 ha were Right-of-Way and 1,140 ha in concession properties.
REN is one of the companies that most contributes to the protection and recovery of native forest and 66% of our Right-of-Way are located in forests. For this reason, management and mitigation of fire risks is a permanent concern. The accumulation of combustible biomass, the lack of adaptation of species to locations, climate change and monoculture are all factors that increase the risk of rural fires. REN forms part of the Fuel Management Corridor Secondary Network in the Integrated Rural Fire Management System (SGIFR). To comply with these legal provisions, we manage vegetation in protection corridors for our infrastructure, which have a minimum width of 45 meters for power lines and ten meters for gas pipelines, ensuring proper fuel management.

4,553 ha 1.5 million 5,000 ha 91% Planted trees Goal by 2025 Of the goal achieved to this moment
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REN replaced the harrowing of vegetation with the shredding of strata, avoiding soil mobilisation and preserving natural regeneration and carbon storage.
By keeping the corridors clean, we help increase resilience of land and facilitate access to all Civil Protection agents. This is long-term and ongoing work has been praised by the competent authorities and by the communities where we work. In the most critical season, we implement a Prevention, Warning and Action plan which applies to all REN operations and locations. This plan is based on the level of preparedness of ANEPC resources (National Emergency and Civil Protection Authority), defined every year in the Special Programme for Combating Rural Fires.
When calculating and modelling of the dynamics of carbon stocks and flows in Right-of-Way and other assets, it was seen that harrowing soil can result in the loss of 5% to 30% of carbon stored in the soil. Therefore, REN changed this practice in 2024, replacing the removal of bushes and harrow sub-vegetation, which delays natural regeneration and affects carbon storage in the soil, with the practice of clearing vegetation from the strata, without soil mobilisation.

Under the Transform Agenda, part of the Recovery and Resilience Programme (RRP), REN is the leader in two projects:
Decision support centre with multi-sensory data to protect the forest – Implementation of a decision support centre with multi-sensory data to support the protection of REN infrastructure and the respective land and surrounding infrastructure against extreme weather phenomena (fire and other events). A scaling up of the rePLANT project where video surveillance systems were installed in pylons for the Very High Voltage line.
Sustainable optimization of vegetation management operations – Development of an innovative technological solution to support operational planning, with a view to increasing the sustainability of vegetation management operations.
The impact of infrastructures on birdlife has deserved constant attention from REN, not only through scientific work conducted by the Chair in Biodiversity, but also through the implementation of offsetting measures and by making infrastructure compatible with the white stork population. For more than twenty years, REN has monitored and controlled the nesting patterns of the white stork population in our infrastructure, creating conditions for this bird in favourable habitats and installing devices that minimize the risk of electrical accidents.
A further innovative project underway is DFOS – Distributed Fibre Optic Sensing project for collision detection in Very High Voltage Lines (VHV) – Development of a bird collision detection system against VHV lines, using sensors distributed along the optical fibres within guard cables.
| WHITE STORK NESTS | 2024 | 2023 | 2022 |
|---|---|---|---|
| No of nests | 4,093 | 4,054 | 3,920 |
| Accident rate (%) | 2.96 | 1.90 | 1.15 |
| WORK PERFORMED | 2024 | 2023 | 2022 |
| No of platforms installed | 76 | 30 | 58 |
| No of anti-perching devices installed | 102 | 77 | 163 |
REN includes biodiversity and ecosystems in actions and decision-making processes, supported by transparent metrics and objectives such as those reported throughout this chapter. We have published a wide-ranging series of operational metrics on activities where we interact with natural capital and biodiversity. These metrics aim to generate better results for our activities, understand impact trends and correlations between actions, impacts, the natural environment, and the local communities we interact with.
In order to align biodiversity actions with ESRS and TNFD regulatory requirements, REN will define a series of metrics to enable the assessment and monitoring of naturerelated performance.
Further to a suggestion by TNFD, in 2024 a preliminary identification was carried out under the LEAP approach of the potential impacts and dependencies of REN in relation to nature and with respect to the location of the REN interface with nature33. This will be complemented in 2025 by an additional series of metrics on impacts, dependencies, and the respective response actions. The table below shows the initial exercise in 2024.
33 LEAP - Locate your interface with nature, Evaluate your dependencies and impacts on nature, Assess your nature-related risks and opportunities and Prepare to respond to, and report on, material nature-related issues, aligned with the TNFD's recommended disclosures.
| Category | Indicator | Metrics | Description | Benchmark |
|---|---|---|---|---|
| I. IMPACTS | ||||
| Soil use | Total land use area by REN assets. | ha | Total area controlled/ managed by the organization: | TNFD/ ESRS |
| • Total area occupied by electricity line and gas pipeline Right-of-Way; |
||||
| • Total area occupied by stations, substations, posts, technical and industrial facilities; and |
||||
| • Other land area used. |
||||
| Total area of REN assets in areas classified as nature conservation. |
ha | Overlapping area between the total area of assets and high natural value areas (protected areas, UNESCO World Heritage sites, UNESCO Biosphere Reserves, Ramsar sites, Key Biodiversity Areas). |
TNFD/ ESRS | |
| Pollution/ pollution | Non-GHG air pollutants. | ton/ kg | Non-methane volatile organic compounds (VOC or NMVOC); | TNFD/ ESRS |
| removal | Sulphur oxide (SO2, SO, SO3, SOX); | |||
| Carbon monoxide (CO); | ||||
| Ammonia (NH3); and | ||||
| Fine particles (PM2.5 and/ or PM10) as defined in Article 3 (5) to (8) of Directive (EU) 2016/2284 of the European Parliament and of the Council. |
||||
| Use of resources | Water use/ consumption. | m3 | Volume of water used. | TNFD/ ESRS |
| Volume of groundwater and surface water extracted and consumed. | ||||
| Climate change | GHG air pollutants. | ton/ kg CO2 | Scope 1, 2 and 3 GHG emissions: | TNFD/ ESRS |
| • Carbon dioxide (CO2); |
||||
| • Methane (CH4); |
||||
| • Nitrous oxide (NO2, NO, and NO3); and |
||||
| • Sulphur hexafluoride (SF6). |
||||
| Also includes substances harmful to the ozone layer: Chlorofluorocarbons (CFCs), hydrofluorocarbons (CFCs) and perfluorocarbons (CFCs). |
||||
| II. DEPENDENCIES | (ECOSYSTEM SERVICES) |
|||
| Regulating services | Climate regulation. | ton CO2 | Storage and carbon sequestration by vegetation or operational activities. | TNFD/ ESRS |
| III. RESPONSE/ ACTION |
||||
| Impact/ dependency management |
Area of ecosystems under voluntary agroforestry planting in assets and property Right-of-Way or under the management responsibility of REN, by type of ecosystem (forest versus agriculture). |
ton CO2 | Variation of the ecosystem area under voluntary agroforestry planting in assets and property Right-of-Way or under the management responsibility of REN. |
TNFD/ ESRS |
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Although issues related to the management of water, waste and the circular economy were not identified as material in the double materiality analysis, we consider it essential to highlight our efforts and initiatives in these areas, reinforcing our commitment to responsible resource management.
Water is at the heart of sustainable development and is part of Sustainable Development Goal 6 in the 2030 Agenda, which advocates universal and equitable access to drinking water and sanitation by 2030. Water is essential for socioeconomic development, for energy and food production, for the construction of healthy ecosystems and for the survival of the human species. Water is also essential
for tackling climate change, serving as a crucial link between society and the environment. Although not a material topic for REN, we recognize our role in promoting sustainable water use. Therefore, we carried out an in-depth study involving Transemel buildings, the technical component, and operations. We also conducted a review of all other facilities, ensuring that all assets were included. This process resulted in the correction of figures from previous years, although with reduced impact in terms of materiality.
It was possible to establish the commitment to reduce 40% of the water consumed by 2030, compared to 2022. As a result of this analysis, in 2024 a series of initiatives were implemented, particularly with regard to detecting leaks in the main consumption facility.

| 2024 | 2023 | 2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| WITHDRAWAL | CONSUMPTION | DISPOSAL | WITHDRAWAL | CONSUMPTION | DISPOSAL | WITHDRAWAL | CONSUMPTION | DISPOSAL | |
| Third party water (network) | 54,530 | 10,906 | 43,624 | 82,444 | 16,489 | 65,955 | 89,439 | 17,888 | 71,551 |
| Sea water | 102,146,430 | - | 102,146,430 | 111,062,444 | - | 111,062,444 | 127,935,431 | - | 127,935,431 |
| Groundwater (bore hole) | 32,107 | 6,421 | 25,686 | 23,522 | 4,704 | 18,818 | 20,324 | 4,065 | 16,259 |
| Total | 102,233,068 | 17,328 | 102,215,740 | 111,168,410 | 21,193 | 111,147,216 | 128,045,193 | 21,952 | 128,023,241 |

17,328 m3
Water consumption in 2024

Water consumption reduction compared to 2023
The amount of water collected and consumed by an organization and the quality of disposal can impact on the functioning of the ecosystem in numerous ways. REN monitors and reports water uptake and consumption at all facilities, analysing key indicators for efficient management. Whenever above-average figures are detected, work to identify and correct anomalies is undertaken. In 2024, this monitoring allowed leaks to be identified and repaired, contributing to reduce water consumption.
In 2024 there was a reduction in consumption of 15%, from 21,193 m3 in 2023 to 17,328 m3 in 2024.
We use water from three different sources in our facilities: Third-party water, groundwater, and seawater. Seawater captured during LNGT activity is fully returned to the sea.
Given the significant increase in infrastructure construction and asset maintenance cycles, it is difficult to estimate the annual evolution of waste produced. However, we are committed to reducing waste and prioritizing recovery operations instead of disposal.
It should be noted that waste resulting from REN operations this year was exclusively non-hazardous and that 94% was subject to recovery operations.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Hazardous waste (ton) | 1 | - | 269 |
| Disposed | - | - | 86 |
| Recovered | 1 | - | 183 |
| Non-hazardous waste (ton) | 2,379 | 3,377 | 4,967 |
| Disposed | 152 | - | - |
| Recovered | 2,227 | 3,377 | 4,967 |

REN employs preventive and corrective measures with the aim of preventing occurrences and minimizing the impact resulting from leaks and spills of oils and fuels.
We ensure proper maintenance of our equipment is carried out and that our service providers adopt the same procedures in order to reduce the number of incidents.
In addition to the focus on incident prevention, REN also adopts measures to minimize the impact resulting from incidents. Accordingly, all transformers and autotransformers at substations have a retention basin to collect oil which is then directed to a central basin. The central oil basin has a siphon system which allows rainwater collected, together with the oil to be separated and routed to the rainwater network, keeping spilled oil inside the retention basin.
In addition to the above, there are absorption kits for immediate intervention to minimize environmental impact, available at all installations where there exists a risk of leakage.
In 2024, three occurrences took place which were classified as insignificant:
A process is currently under way to analyse the measures to be implemented.
To drive a transition based on principles of sustainability, it is also necessary to foster a circular economy, an economic model that seeks to preserve the added value of products as long as possible and minimize the production of waste, by restoring and regenerating.
The transition to a circular economy involves rethinking and redesigning production and consumption systems in order to minimize waste and maximize the use of resources. The goal is to expand this approach whereby products are designed to be durable, reusable, repairable and recyclable, to extend their working life. This methodology provides an opportunity to reconcile economic growth with environmental sustainability and includes a reduction in GHG emissions and the consequent mitigation of climate change.
At the end of 2023, the REN Roadmap and Circular Economy Strategy was approved by the Executive Committee and constitutes a strategic, planning and training document for the future of the sector the company operates in. The goal is to achieve carbon neutrality and implement the principles of the circular economy in the sector by 2040.
The REN Roadmap and Circular Economy Strategy is based on five axes (three vertical and two transversal) and includes a series of scheduled initiatives, as well as indicators and metrics.
Implement metrics and monitoring systems enabling effective monitoring of performance management.
↘ AXIS II
Provide training processes for employees and promote training and awareness throughout the value chain.
Ensure that procurement procedures follow clear, measurable, and specific circularity and sustainability criteria for each product type.
↘ AXIS IV
↘
Adopt and implement robust and effective management procedures for the entire asset lifecycle.
Restore the proper functioning of ecosystems by simulating their natural functioning and employing practices that reverse damage.
In 2024, the Circular Economy Working Group (CEWG) was created, consisting of members of the different operational departments, and tasked with the mission of implementing the circular economy roadmap and strategy at REN. As such, the Product Environmental Performance Sheet (PEPS) was published in the document management system. This document will form part of the documentation in asset procurement procedures and will be completed by the supplier whenever the asset to be supplied does not have an Environmental Product Declaration (EPD).
In order to implement the circular economy strategy roadmap, REN has introduced several initiatives aligned with the five axes of the circular economy strategy. To increase training for circularity (Axis II), an internal session was held and attended by suppliers, to share knowledge on the importance of life cycle evaluation in the circular economy.
Given the materiality of the very high voltage assets, REN began to include in the technical specifications for this equipment a request for the supplier to provide an EPD and/ or PEPS, should a tender be awarded. This information will allow the composition of the assets acquired to be analysed and for us to evolve to sustainable procurement criteria in accordance with the goal of Axis III.
In alignment with the objective of 0% of textile waste in landfill by 2024, 15 collection points for technical clothing at the end of working life were created so that this fabric is used as raw material in the manufacture of new clothing. We remain committed to meeting the goal of zero single-use plastics by 2025.
In 2022, the project to collect clothing at end-of-life was started by the operational teams, with the aim of recycling the fabric and reusing it in the manufacture of new clothing. In 2024, in order to make this an ongoing initiative, containers were purchased and located at REN facilities, where clothing can now be deposited. The containers were acquired based on the principles of circularity as they are made of 100% recycled plastic. With this initiative, we have met the goal we set in 2022 to have 0% of textile waste in landfill by 2024.
Also with regard to waste reduction, and taking into account the high number of trees planted annually by REN, we changed the type of individual protectors used. Up to 2023, REN used protective polypropylene or polyethylene tubes. While these tubes did not contaminate soil or plants and were photodegradable, impacts were seen after planting. We therefore changed the specifications for replanting Right-of-Way, stipulating that the protectors must be made of wood fibre and be 100% biodegradable, reusable, recyclable and compostable, and contain no polluting additives.
These actions are examples of initiatives that fall under Axis IV.
With regard to Axis V, the project for drawing up the Natural Capital Management Strategy and Plan is under development, and will involve evaluating REN's natural capital based on the principle of creating shared value.
With the initiative of
collecting clothing at
end-of-life, we have met
waste in landfill by 2024.
the goal to have 0% of textile
In 2025, we intend to further promote biodiversity by implementing initiatives at REN technical facilities, gradually integrating the concept of "nature inclusive design" into projects and adopting "net nature positive" strategies.
We will continue to implement measures to minimize waste production and hold internal and supply chain awareness campaigns with the aim of increasing levels of waste recovery and recycling.
We will also continue our active involvement Scope 3 emissions, such as the progressive electrification of the fleet and equipment.
Furthermore, we will continue to share corporate experience and hold benchmarking meetings with energy companies and inter-sector meetings with the aim of guaranteeing ongoing alignment with best practices.
with the supply chain, incorporating into the supplier's code of conduct the need to adopt practices for the rational use of resources, as well as promoting initiatives that boost the reduction of
I Integrated management report
People are the energy that transforms our networks. Their performance, intrinsically related to their satisfaction, diversity, capabilities and competencies, is the real driver behind the value creation in the company.



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REN recognizes the key role played by employees in the performance of our work. The relationship we establish with our teams and our commitment to the development and well-being of all staff are essential for our success. For this reason, and in accordance with the double materiality analysis, the following IROs have been identified that directly impact on the quality of life and performance of employees:

| POSITIVE | |
|---|---|
| Remuneration above the minimum subsistence limit |
REN guarantees fair remuneration, coupled with a range of benefits, thus contributing to the quality of life of employees. All employees receive an adequate wage in accordance with the applicable benchmarks. |
| Employee satisfaction and motivation survey |
REN has an organizational climate study, the POP – Personal Opinion Programme, to collect the opinion of employees on various topics, which allows us to act when we see situations where improvement is needed, thus increasing employee job satisfaction and helping employees feel that their opinions are valued. |
| Development of Strengthening and promoting a strong culture of safety at work is essential to reduce the number a safety culture of injuries and accidents and ensure the psychological and physical well-being of employees, in turn creating a safer and healthier environment for all. |
|
| Employee training and skills development |
Through its strong commitment to the training and development of its people, REN contributes to the development of outstanding professionals. Examples include the REN Campus, with functional schools in critical skills for the business and the commitment to leadership training. |
| Diversity and inclusion REN promotes a culture of diversity and inclusion and creates a work environment where trust and mutual respect are prioritized and where integration and recognition of individual merit are highly valued. This culture creates a working environment where everyone can thrive. |
|
| NEGATIVE | |
| Work accidents | The nature of REN's operations can lead to accidents and injuries, which have a negative impact on employees' health. For each workplace or activity, REN identifies risks relating to occupational safety, according to the risk classification, and in turn the preventive measures that need to be taken to mitigate the occurrence of such risks. |
| RISKS | |
|---|---|
| Work accidents | REN employees could be involved in work accidents that have consequences for their health and in turn impact on REN's Health and Safety Strategy. REN is therefore fully committed to employee safety, through risk reduction and control procedures that seek to prevent the occurrence of near-accidents, accidents and occupational diseases related to our activities. |
| Talent attraction and retention |
Because of the technical and highly specialized nature of the functions to which the sector is exposed, the ability to attract and retain talent is very important to REN. Attracting and retaining talent can be both challenging and risky for REN. It is to this end that we have implemented several initiatives to increase attraction and retention through the development and empowerment of human capital. |

35 REN has not identified any operations, countries or geographical areas with a significant risk of incidents of forced labour, compulsory labour or child labour.

Employment reputation
At REN, people are at the heart of our strategy. We play an active role in the development of our employees and we want to provide a working environment where everyone can thrive. Our effort has been recognized with several awards, such as the Order of Portuguese Psychologists (OPP) Healthy Workplaces, where REN was named one of the healthiest workplaces in Portugal. This reputation gives REN greater attractiveness in the labour market, in turn enabling us to attract and retain qualified talent.
Stability and quality of employment
With 99% of employees in permanent contracts, REN provides employment stability and security. Through various initiatives and benefits, REN offers ongoing training and development tools, improving our capacity to retain and attract qualified talent.
REN's commitment to employees training
REN's investment in employee training and development enables a more qualified workforce, which is adaptable to the different challenges of the changing sector. This makes us more efficient, more productive, and more innovative.
People are at the heart of REN's strategy and play a vital role in operational excellence, innovation and the ability to rise to the challenges of the energy sector. REN's medium-term human resource development plan considers the different aspects of cultural development and transformation that enhance the satisfaction, safety and well-being of our employees in a sustainable manner.
2024 was a year of consolidation and continuity of the different transformation programmes that we have established, with the goal of effective cultural transformation. The strengthening of our commitment to the energy transition and to the different commitments in the field of sustainability accelerated the need for REN to evolve to a model that is more aligned with a dynamic energy market and a competitive labour market.
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Our actions focussed on planning and strengthening our teams to address emerging challenges; organizational agility and effective talent management; empowering our people and training them in new skills; changing ways of working and promoting efficiency. We have sought to develop a culture that favours active listening, flexibility, diversity and well-being. We focused on this strategy throughout 2024, taking advantage of the challenges and opportunities of a changing sector:
Consolidation of the new organizational model, preparing teams for new challenges, according to critical business processes needs and new sector skills, promoting opportunities for mobility and organizational development. In this way we were able to continue with our strategies of proximity to universities, strong employer branding and onboarding;
We have continued to develop the talent mapping process and systematically identify the succession pipeline and development process of our leaders;
Implementation of the new schools and training courses of the REN Campus, designed in 2023, in alignment with evolving needs and the acquisition
of new knowledge. We also consolidated our strategy to diversify training and development formats and channels, promoting flexible and proactive learning as well as strengthening the company's internal knowledge management with the launch of new functionalities in the online REN Campus;
We concentrated on recognition and stability of teams, interacting constantly with all our social partners to promote optimal working conditions and ensure that teams are motivated. One highlight is a well-being programme that is based on a holistic vision and therefore adds value to our employees;
At REN, we continue to focus on promoting stable and secure contractual relationships. In 2024, the number of employees, particularly permanent staff, increased. This clearly demonstrates our commitment to addressing the challenges of the energy transition, as we have strengthened the teams dedicated to this area.
As a result of our continued commitment to ensure a balance between professional and personal life, around 74% of REN employees have a flexible schedule. Other schedules relate to work requiring a fixed timetable or shift work.
The average age and average length of service of our employees registered a slight decrease compared to 2023, reaching 44.8 and 15.6 years, respectively. This is because our hiring policy is based on diversity and rejuvenation of the structure.
In 2024, the number of employees, particularly permanent staff, increased. This clearly demonstrates our commitment to addressing the challenges

775
Employees36
74%
of employees have a flexible schedule (includes no fixed working hours)
of the energy transition.



| 2024 | 2023 | 2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| WOMEN | MEN | TOTAL | WOMEN | MEN | TOTAL | WOMEN | MEN | TOTAL | |
| Number of employees | 194 | 581 | 775 | 188 | 560 | 748 | 182 | 537 | 719 |
| Number of permanent staff | 193 | 576 | 769 | 188 | 555 | 743 | 182 | 534 | 716 |
| Number of employees with fixed-term/ internship contracts |
1 | 5 | 6 | - | 5 | 5 | - | 3 | 3 |
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| NO FIXED WORKING HOURS | 189 | 191 | 198 |
| Men | 136 | 136 | 141 |
| Women | 53 | 55 | 57 |
| FLEXIBLE WORKING HOURS | 387 | 359 | 327 |
| Men | 260 | 240 | 218 |
| Women | 127 | 119 | 109 |
| SET WORKING HOURS | 117 | 115 | 111 |
| Men | 116 | 114 | 110 |
| Women | 1 | 1 | 1 |
| SHIFT WORK | 82 | 83 | 83 |
| Men | 69 | 70 | 68 |
| Women | 13 | 13 | 15 |
| Total No of employees | 775 | 748 | 719 |
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| AVERAGE AGE | 44.8 | 45.5 | 45.8 |
| Men | 45.2 | 46.1 | 46.4 |
| Women | 43.6 | 43.5 | 43.9 |
| AVERAGE SERVICE LENGTH | 15.6 | 16.5 | 17.0 |
| Men | 16.2 | 17.3 | 17.7 |
| Women | 13.6 | 13.9 | 14.9 |
GRI 401-1
37 The categories defined by the ESRS of "Other" and "Undeclared" are not applicable at REN.
38 Number of employees at the end of the reporting period. REN does not have employees without guaranteed timetables.
39 Number of employees at the end of the reporting period.
40 Number of employees at the end of the reporting period.
I
The challenges of our business and the expansion of the company's staff have led to an increase in the rate of new hires as well as a high level of internal recruitment.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Men (%) | 10.3 | 8.0 | 6.7 |
| Women (%) | 6.7 | 10.6 | 12.1 |
| <30 years old | 34.8 | 49.4 | 50.9 |
| From 30 to 50 years old | 8.9 | 6.7 | 6.5 |
| >50 years old | 1.2 | 0.0 | 0.8 |
| Rate of new hires (%) | 9.4 | 8.7 | 8.1 |
| Internal recruitment rate (%) | 32.6 | 44.0 | 37.5 |
The challenges of our business and the expansion of the company's staff have led to an increase in the rate of new hires, as well as a high level of internal recruitment, driven in recent years by new opportunities and organizational challenges.
Women hiring in 2024 was limited by labour market supply for the profiles sought (essentially STEM), however, our objectives in diversity and gender equality with respect to recruitment policies remain.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Men (%) | 8.5 | 6.0 | 5.9 |
| Women (%) | 5.2 | 9.0 | 9.6 |
| <30 years old | 20.1 | 29.2 | 36.0 |
| From 30 to 50 years old | 5.7 | 5.3 | 5.1 |
| >50 years old | 6.5 | 2.4 | 3.0 |
| General turnover (%) | 7.7 | 6.8 | 6.8 |
| Voluntary turnover rate (%) | 2.3 | 2.7 | 3.5 |
As a result of the company's growth plan and restructuring, the overall turnover rate of employees was 7.7%. Only 2.3% of those employees left voluntarily. The voluntary turnover rate remained low as a result of REN's talent management and value proposition for employees.

41 Change in calculation methodology with regard to 2023. Calculation based on the number of employees at the end of the reporting period. In 2024, 73 new employees joined REN.
42 Change in calculation methodology with regard to 2023. Calculation based on the number of employees at the end of the reporting period. In 2024, 46 employees left REN.
203
GRI 401-1
Talent management
Talent management, which is the engine that drives an organization's growth and development, is essential to attracting, retaining and enhancing the quality of the company's employees.
REN's value proposition, based on employee respect, equality, diversity and inclusion, and promoting healthy work environments, is aimed both at young talent and
experienced professionals, regardless of gender, origin or profile, and includes people qualified in science, technology, engineering and mathematics (STEM) and specialized
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| ADVANCED TRAINING | 246 | 216 | 189 |
| Men | 169 | 143 | 124 |
| Women | 77 | 73 | 65 |
| HIGHER EDUCATION | 305 | 302 | 303 |
| Men | 211 | 213 | 215 |
| Women | 94 | 89 | 88 |
| SECONDARY EDUCATION | 197 | 194 | 188 |
| Men | 177 | 173 | 165 |
| Women | 20 | 21 | 23 |
| PRIMARY EDUCATION | 27 | 36 | 39 |
| Men | 24 | 31 | 33 |
| Women | 3 | 5 | 6 |
| TOTAL | 775 | 748 | 719 |
| HIGHER EDUCATION (%) | 71.1% | 69.3% | 68.4% |
| Men (%) | 65.4% | 63.6% | 63.1% |
| Women (%) | 88.1% | 86.2% | 84.1% |
technical profiles. By keeping a balance between young and experienced talent, we maintain our commitment to young employability.
The weighting of graduate employees at REN is 71.1%.
Despite the difficulty in recruiting this type of profile, promoting the representation of women in STEM is vital to reduce gender inequalities in society and our contribution in this regard is especially relevant in the organization. At REN, approximately 55% of our staff are allocated to STEM-related areas, with 22% of positions held by women.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| NUMBER OF EMPLOYEES IN STEM AREAS | 423 | 393 | 366 |
| Men | 328 | 305 | 286 |
| Women | 95 | 88 | 80 |
By keeping a balance between young and experienced talent, we maintain our commitment to young employability. REN was one of the first companies to join the "Pact for More and Better Jobs for Young People", an initiative of the José Neves Foundation.
Participation in events
In 2024, REN was present at various university events.
| INSTITUTION | EVENT | ||
|---|---|---|---|
| ISCTE, FCT-NOVA, ISEL |
• Job Fairs | ||
| Instituto Superior Técnico de Lisboa |
• Chemistry, Electrotechnical, Mechanical and Environment Workshops • Women Engineering • Breakfasts with Electrical and Mechanical Engineering students |
||
| Faculdade de Engenharia da Universidade do Porto (FEUP) |
• Company's Day • FEUP Talent League • Career Fair |
||
| Lisbon School of Economics & Management (ISEG) |
• Summer Internship • Mock Interviews • ISEG Career Fórum |
||
| National universities | • Talent Bootcamps | ||
| Universidade Católica Portuguesa |
• Summer Internship | ||
| ATEC - Training Academy (Palmela), Trancoso Professional School |
• Presence at technical schools | ||
| Global Management Challenge |
• Strategy and management competition |

REN has sought to strengthen its employer brand by means of a greater presence on social networks and greater participation in events and initiatives such as Talent Bootcamp and job fairs promoted by universities and other institutions. These initiatives reflect our commitment to our purpose and mission, integrating the fundamental pillars of our organizational culture. By addressing challenges such as sustainability, innovation, and promoting gender equality in the energy sector, we reaffirm our role as an agent of transformation and progress in the energy market.
In 2024, as part of our continued focus on proximity to universities, we continued to be involved in the REN Plug-in Ambassadors Programme, reinforcing this initiative with
five ambassadors from the academic universe. In this programme, we challenge undergraduate or masters' students from universities and reference courses to play an active role in promoting jobs at REN to students from their universities. REN's Ambassadors Programme also represents the company at job fairs, open days, events and other initiatives, seeking to promote our values at universities and to strengthen the link between the company and academia. Ambassadors have the opportunity to participate in a job shadowing day at REN, which gives them an immersive experience in the job market.
This initiative enables them to better understand the business world and to promote REN more effectively to talented young people nationally.
at Girls in ICT Day, organized by the Portuguese Association for Diversity and Inclusion (APPDI). This event aims to encourage young women to explore career opportunities in the areas of Information and Communication Technologies (ICT), IT and Engineering. These are continuity initiatives and are included in REN's Annual
In our Gender Equality Plan, we continue with our commitment to ensure, whenever possible, representativity of the underrepresented gender in recruitment and selection processes. REN also encourages the specialized external entities with which we collaborate to follow this same principle. Although 67% of the applications received were from men, in 36% of the recruitment processes carried out in 2024
Gender Equality Plan.
the target was reached.
In our Gender Equality Plan, we continue with our commitment to ensure, whenever possible, representativity of the under-represented gender in recruitment and selection processes.
REN's Internship Programme is a now consolidated initiative providing professional, academic and summer internships. Participants are encouraged to develop specific projects that are in line with company strategy, which is valuable both for their own professional development and for the organization.
In 2024, REN's Trainees programme offered professional internships to 16 young people, allowing them to develop technical and personal skills over the course of the 12-month internship. Of these young people, 25% joined the company, reinforcing the relevance of the programme as a strategic source of attraction and retention of young talent.
REN's Trainees programme has been ongoing for 14 years, and over that time has been adjusted regularly to attract young talent and respond to organizational needs. In 2024, we made
| 2024 | 2023 | 2022 |
|---|---|---|
| 16 | 16 | 16 |
| 24 | 20 | 16 |
| 14 | 15 | 13 |
| 54 | 51 | 45 |
some adjustments to the programme in order to attract the younger generation, by adjusting the job rotation paths and the contents of our internship programme. Trainees also take part in initiatives such as Reception Programmes, Buddying, Sustainability, Innovation, and crosssectional training in technical and behavioural areas. As part of the learning experience, REN Trainees are members of NETT, the Network of European TSO
Trainees, which was founded in 2019. This working group is referred to as the energy transition generation, whose careers will focus on ensuring the success of decarbonization throughout the energy sector. NETT aims to support this ambitious goal by creating a solid knowledge-sharing network on ongoing projects. REN is represented by two trainees who form part of the NETT Board.
Integrated management report
The success of new employees' reception and integration is taken care of by VIVA, REN's reception and integration programme. As well as providing participants with general knowledge on the company,
including our values, mission, and areas of activity, this programme also enables faster identification with REN, providing opportunities for networking between generations.
The VIVA Programme is one of several initiatives to support employee development from day one and consists of face-toface sessions and visits to REN's main facilities. The programme is also complemented by various e-learning courses that allow participants to quickly and easily learn about REN's business.
This programme is promoted in collaboration with in-house trainers from different business areas, which helps in knowledge transfer while also forming closer relationships between old and new employees. It provides helpful tools and knowledge for a positive onboarding experience and speedy development.
In 2024, the VIVA programme provided regular follow-up for employees throughout the reception and integration process. The reception kit focused on the sustainability culture, a welcome phone call for new employees, initial ice-breaker sessions informing on REN and regular follow-up sessions designed to foster networking and interaction between recent employees, managers, and established REN employees.
The VIVA programme enables faster identification with REN, providing opportunities for networking between generations.

↘ VIVA Programme


Talent retention at REN involves strategies and practices focused on attracting, developing and maintaining qualified employees, aligned with the company's strategic objectives. At REN, talent retention is particularly important because of the technical and highly specialized nature of our operations. The initiatives we have in this area are critical to retaining quality employees who contribute to the sustainability and innovation of our business sector.
14
Retention
interviews
and expectations
REN uses an integrated talent management strategy that aligns the development of human capital with corporate strategy and values. This approach includes annual talent mapping based on performance and potential assessment (STAR), strategic training through the REN Campus, and initiatives such as interest and expectations questionnaires and retention interviews. In 2024, 14 retention and expectations interviews were conducted, involving 136 employees, and 32% of the vacancies were filled by internal candidates. This reflects REN's focus on internal mobility and meritocracy.
REN's talent retention strategy aims to meet the expectations shared by employees, and is an important tool in identifying and developing potential successors and retaining and developing talent. In 2024, we continued to identify internal talent who have the potential to assume leadership and 1st and 2nd line management functions, focussing particularly on operational areas, where we also sought to identify more female talent. This process aims to prepare retiring employees for life after work, identify their successors and develop specific programmes to ensure a scheduled transition.
136
Employees involved
In 2024, we continued to identify internal talent.
• REN Campus - training and development opportunities in key competencies.
• Immediate succession plan for emergencies (unplanned events).
The REN performance management programme - STAR Programme - applies to all REN employees who work under contract in one of the Group companies (active on the date the assessment is carried out) and who have worked for a minimum of six months in the assessment year. The aim of this programme is to provide information enabling the company to get to know and manage the performance and potential of our employees, and support their path to personal and professional development.
REN sees performance management as an ongoing process of feedback and sharing. Such monitoring is vital for helping every employee achieve their targets and improve individual performance. As such, in addition to promoting a culture of regular feedback, a final mandatory assessment meeting is held between the assessor and the assessee. This meeting aims to close the respective assessment with the employee being assessed and encourage a dialogue of alignment with regard to
Based on a 360º assessment, STAR includes both evaluation and informative components that support the process.
broken down into 1) objectives defined annually by employees and managers and 2) skills. They assist in management decisions, more specifically, with regard to variable remuneration, salary/ career progression, internal mobility, training and development or talent management and succession; and
ensure that information of a qualitative nature is compiled which contributes especially to self-knowledge for the employee/ managers, talent mapping and personal development/ training.
REN sees performance management as an ongoing process of feedback and sharing. Such monitoring is vital for helping every employee achieve their targets and improve individual performance.
perceptions about the assessments provided, clarification of results achieved, the employee's involvement in the definition of the individual development plan (making the person co-responsible for the agreed results) and their individual motivation.
In addition to the final assessment meeting, a mandatory interim feedback meeting is also held. The aim is to check on the degree of achievement of individual aims and compliance with the activities plan to date, and then to decide whether to maintain
or change the plan. During this meeting, feedback will also be provided on behaviour adopted based on the established skills model. The impacts of the STAR programme are different depending on the final assessment of objectives or skills.
In relation to targets assessments, the main impacts involve possible eligibility for variable remuneration, which allows differentiation in individual performance, and the salary progression provided for in the Collective Work Agreement.
III
With regard to skills assessment, the possible impacts are:
In addition to the individual development plans established between assessors and assesses, after each evaluation cycle is closed, all negative assessments are identified, both in the assessment of skills as well as targets, and a more detailed action plan is defined.
This plan involves the direct manager of the employees, the employees themselves and a member of the Human Resources Department. The aims are to foster a dialogue of alignment with respect to the assessments made and clarify objectives/ future results and establish a plan for ongoing performance improvement.
The performance assessment process is also a stage of improvement in collective performance and cultural alignment. The skills which need most development in each functional group are identified transversally together with how their potential can be maximized. Development and skills training courses, and individual coaching or mentoring sessions are just some of the tools used.
| STAR PROGRAMME 2023 | WOMEN | MEN | TOTAL |
|---|---|---|---|
| Number of employees covered | 176 | 525 | 701 |
| % of assessments concluded | 100% | 100% | 100% |
| Average - Final skills assessments (scale of 1 to 3) | 2.54 | 2.59 | 2.58 |
| Average - Final target assessments (scale of 1 to 5) | 4.16 | 4.22 | 4.21 |
| % of bonuses calculated as compared to the number of assessments |
99.4% | 99.8% | 99.7% |
| NUMBER OF PARTICIPANTS | NUMBER OF REPLIES | PARTICIPATION % | OVERALL AVERAGES | |||
|---|---|---|---|---|---|---|
| TOTAL | WOMEN | MEN | ||||
| Self-assessment | 720 | 180 | 540 | 67 | 67 | 2.67 |
| Peer assessment | 720 | 180 | 540 | 62 | 62 | 2.73 |
| Subordinate assessment | 673 | - | - | 66 | 66 | 2.73 |
| Interests and expectations questionnaire | 136 | 32 | 104 | 19 | 19 | - |
43 Performance assessment for 2023, carried out in 2024.
44 Employees eligible for 360º assessment at the process launch date.
REN invests in the training and development of its people through the REN Campus, which is dedicated to developing employees knowledge and skills, setting us apart and adding value in knowledge management.
We assess our training needs on an annual basis, and training programmes are planned for three-year periods. This crucial stage is a collaborative effort between managers and employees, where each individual takes ownership of their development, with managers actively engaged in the process. The information we gather allows us to draw up the company's annual training plan, aimed at skills development and continuous knowledge updating, in line with REN's strategy.
Several external partners and internal trainers work together to carry out REN's training programmes. The latter allow the dissemination of internal knowledge and the transfer of specific technical skills to highly specialised teams. Of the programmes run, nine were in partnership with higher education institutions such as the Institute of Science and Innovation in Mechanical and Industrial Engineering (INEGI), the Institute for Systems and Computer Engineering, Technology and Science (INESC TEC),
the International Institute for Management Development (IMD), the Kellogg School of Management, the Nova School of Business and Economics (Nova SBE), Lisbon School of Economics & Management (ISEG) and the Universidade Católica Portuguesa (UCP).
In 2024, 19% of employees had training in this type of programme. The programmes take place intra and inter-company, allowing both networking as well as employee development to be extended through contact with senior staff and managers from other companies. Subsidized training is also possible and attending advanced and specialized programmes (postgraduate, Master's, MBA and PhDs) depends on the interest and relevance for the development of employee potential, in accordance with the company's objectives.

Several external partners and internal trainers work together to carry out REN's training programmes.
III
With the aim of driving the growth and consolidation of the business through people development, we have created differentiated courses directed at the correct management of intellectual capital and the ongoing transfer of knowledge via the REN Campus programmes. These programmes foster the development of knowledge and skills in REN Culture areas of, Management and Leadership, Digital and Innovation and Technical Areas, and enable employees to remain aligned with the Skills Model and with REN's Strategic Pillars. REN Campus also provides employees with the opportunity to attend specific training courses informing on specific functions, promoting professional development and contributing to a performance of excellence.
• Behavioural training and awareness in REN health, culture, and sustainability.
• Topics covered: Teamwork, personal and professional development, communication techniques, mental health and well-being and sustainability.
• Development of management skills and support for leaders.
• Topics covered: Team management, strategic thinking, project management, negotiation techniques, financial management and positive leadership.
• Focus on innovation, new technologies and digital tools.
• Examples: Power BI, Python and Data & Analytics and Innovation Programmes and Agile Methodologies.
• Technical training in the energy sector, focusing on gas, electricity and new trends such as hydrogen.
• Emphasizes skills to comply with Quality, Environment, Safety and Health (QES) policies.
This programme has two main objectives: to develop technical capabilities and the digital literacy of participants, training them for technological innovation and digital transformation and giving them the analytical capabilities essential for carrying out operations with data, from small to large-scale. This allows us to promote more efficient working methods, with greater critical capacity and innovative thinking and behaviour, which in turn means we can quickly obtain more strategic information and specific or general data and indicators that are essential to the business.

This programme aims to develop and update the skills of leaders and employees on topics such as: management, negotiation, strategic planning, results orientation, team transformation and strategic leadership (both with regard to natural teams as well as new ways of working in projects with non-natural teams). This will allow teams and individuals to be better prepared for rapid changes in business and to be more flexible in the way they think, act and deal with different interlocutors, which will in turn make the company more dynamic and more adaptable to changing and adverse economic situations that may arise in the energy sector.

REN Campus is also a development tool for employee potential as it defines specific development plans for new company leaders. These plans include specific actions on REN's management tools, as well as broader actions to develop leadership skills in the behaviour and management fields. In the same way, the leadership culture is also promoted through meetings such as the strategic reflection workshop, held once a year for directors and managers with high potential, or regular management meetings to monitor activity and strategic projects.
In the case of female talent, and as part of the Gender Equality Plan, in addition to the transversal programmes we run, we also provide employees with accelerated development plans, including participation in specific development programmes in partnership with associations that promote equal opportunities, such as the Professional Women's Network (PWN).
REN also invests in the digital transformation of its training model, leveraging flexible and on-demand learning approaches. New digital courses covering both crosscutting and organization-specific themes are continuously developed. Some examples are "Cybersecurity policies", "Regulations and data protection", "Sustainability", "Innovation", and "Ergonomics".

As part of these courses, of note is the e-learning course on "Ethics, Code of Conduct, and Prevention of Corruption Risks", aimed at all company employees and participation is mandatory every two years. In addition to established employees, new workers and interns are also required to attend this course when they join the company. This course reinforces the prohibition of any form of harassment, noting that "REN employees should refrain, in particular, from any harassment at work."
In 2024, REN also provided a digital training platform for employees. This platform contains several courses, covering a wide variety of topics and complementing existing training courses. These courses give every employee the opportunity to develop at their own pace, as part of self-knowledge and self-development.
The dissemination of REN's training plan is carried out across all employees through various internal communication channels.
Notably, in 2024, 100% of employees participated in training, with all programs including assessments for both employees and their managers. The results were highly positive, with training effectiveness reaching 93% and satisfaction at 91%.
| NUMBER OF TRAINING HOURS BY GENDER | 2024 | 2023 | 2022 |
|---|---|---|---|
| Total | 36,538 | 37,726 | 36,738 |
| Men | 26,316 | 28,125 | 26,722 |
| Women | 10,222 | 9,601 | 10,016 |
| NUMBER OF PARTICIPANTS BY GENDER | 2024 | 2023 | 2022 |
| Total | 6,346 | 5,727 | 6,763 |
| Men | 4,674 | 4,100 | 4,783 |
| Women | 1,672 | 1,627 | 1,980 |
| BY PROFESSIONAL CATEGORY AND GENDER | 2024 | 2023 | 2022 |
|---|---|---|---|
| TOP MANAGEMENT | 38 | 43 | 40 |
| Men | 37 | 33 | 39 |
| Women | 39 | 64 | 41 |
| MANGERS | 49 | 40 | 41 |
| Men | 35 | 38 | 40 |
| Women | 97 | 47 | 44 |
| SENIOR MANAGERS | 51 | 56 | 57 |
| Men | 49 | 55 | 51 |
| Women | 55 | 61 | 70 |
Continued
45 Change in calculation methodology with regard to 2023. Calculation based on the number of employees at the end of the reporting period.
I Integrated management report
Recognized in 2024 by the Wellbeing Awards, in the category of companies with 251 to 1,000 employees, in the section, "Best Physical
Wellbeing Strategy"
This programme, praised both inside and outside the company, was recognized again in 2024 by the Wellbeing Awards, in the category of companies with 251 to 1,000 employees, in the section, "Best Physical Wellbeing Strategy". The Equality, Inclusion, and Balance policies of the NÓS Programme were also recognized in the 10th APEE (Portuguese Association of Business Ethics) Awards in the category of "Recognition of Social Responsibility and Sustainability Practices".
Finally, at the Association of Portuguese Psychologists (OPP) 5th Healthy Workplaces Awards (Level I), REN was named as one of the healthiest workplaces in Portugal.
880 €
Average amount invested in training and development per employee
| AVERAGE NUMBER OF TRAINING HOURS BY PROFESSIONAL CATEGORY AND GENDER |
2024 | 2023 | 2022 |
|---|---|---|---|
| FIELD/ ADMINISTRATIVE | 40 | 42 | 45 |
| Men | 41 | 47 | 51 |
| Women | 33 | 19 | 19 |
| AVERAGE NUMBER OF TRAINING HOURS | 47 | 50 | 51 |
| Men | 45 | 50 | 50 |
| Women | 53 | 51 | 55 |
| Annual % of employees with training | 100 | 100 | 100 |
| AREA OF TRAINING (HOURS) |
2024 | 2023 | 2022 |
| REN culture | 4,129 | 7,686 | 5,411 |
| Management and leadership | 5,411 | 4,052 | 2,389 |
| Digital and Innovation | 5,760 | 2,715 | 3,453 |
| Technical | 21,239 | 23,273 | 25,485 |
| AREA OF TRAINING (% PARTICIPANTS) |
2024 | 2023 | 2022 |
| REN culture | 20% | 44% | 28% |
| Management and leadership | 21% | 12% | 19% |
| Digital and Innovation | 29% | 14% | 32% |
| Technical | 30% | 30% | 22% |
Balance, equality, and inclusion are the three areas of action of the NÓS programme, an initiative created by REN in 2014, which creates an environment conducive to the personal and professional employee development. Over the years, the programme has impacted the quality of life, experience, and satisfaction of REN employees and is a valuable preventive tool, helping achieve emotional balance and reconciling the personal, family, and professional wellbeing of employees and family members.
215
In the NÓS programme, health, well-being and balance are key topics.
For this reason, it is vital to ensure that employees are provided with the best health conditions so that they can perform their duties and that general and sector occupational health standards are complied with. With this in mind, REN implements the work concept adopted by the World Health Organization (WHO), as a "state of complete physical, mental and social well-being, and not merely the absence of disease".
This continuity strategy is based on a holistic view that brings together physical, social, financial and emotional aspects. This approach puts occupational medicine at the centre of all health activity at REN and aims to:
Included among the initiatives we promoted and consolidated in 2024: individualized health monitoring; specific consultations for employees with different needs; advice to managers for reporting and monitoring different cases; specialized communication on the topic of global health; promotion of the mental health of employees through screening in consultation of work medicine; group initiatives, webinars and e-learning.
REN offers internal occupational medicine, providing all employees with complementary clinical examinations and analyses according to their functions, including the screening of employees particularly exposed to electromagnetic fields, in accordance with the law, in order to apply measures to restrict exposure.
It is vital to ensure that employees are provided with the best health conditions and sector occupational health standards.

Within the scope of the health aspect of the NÓS Programme, and in order to promote well-being among employees, REN offers yoga classes and functional training, both online and in person.

This initiative, which is open to all employees and part of the NÓS Programme, is promoted by REN sports clubs. There are team, pairs, and individual games. This is a differentiating event in Portugal that brings together employees from various companies on a day full of sports activities, challenges, and experiences related to physical and mental well-being. In the competitive side of the initiative, the REN team participated in four different sports: running, hiking, padel tennis and football.

Mandatory initiative with special focus on physical health (musculoskeletal injuries) and mental health (psychosocial risks), revised for employees working from home.
In addition to numerous internal initiatives, REN employees are also covered by individual health care plans, reinforced with specific coverage for mental health and which can also include family members.
| OCCUPATIONAL HEALTH INDICATORS | 2024 | 2023 | 2022 |
|---|---|---|---|
| No of auxiliary diagnostics (per group of examination) |
412 | 463 | 555 |
| No of medical interventions | 451 | 612 | 998 |
| No of nursing interventions (per group of examinations) |
421 | 463 | 563 |
| Visits by doctors to work places | 7 | 7 | 12 |
REN's larger premises in Ermesinde, Pombal, Lisbon, Sacavém, Bucelas, and Sines, have medical facilities which offer flu vaccinations, breast, and prostate cancer prevention for women and men, and raise awareness of the importance of prevention and early diagnosis of these cancers.
All existing initiatives have been maintained or reinforced and we continue to particularly highlight: sports activities, yoga and functional training classes, psychological consultations, nutrition and curative medicine in the main facilities, as well as social support. In addition to numerous internal initiatives, REN employees are also covered by individual health care plans, reinforced with specific coverage for mental health and which can also include family members.
Given the important role that leadership plays in these matters, we train our managers about the importance of mental health, communicating with teams and making employees aware of the company's health and well-being resources. The main benefits of training managers to manage and prioritize employee mental health are that an open culture around mental health is promoted.
In 2024, REN continued to actively participate in the Pact for Mental Health in Work Environments created by the Centre for Responsible Business and Leadership of the Catholic Lisbon School of Business and Economics, helping develop metrics for the promotion of mental health. Participation in the Pact is part of REN's health policy, which is based on an approach that is both individualized and corporate, preventive, and focused on promoting mental health literacy. Through membership of this Pact, the company aims to create support plans and promote a culture of openness around the theme of mental health, with the active involvement of leaders, which will in turn help to eliminate stigma. The focus on mental health also aims to empower employees to support each other, manage and prioritize their mental health. REN is also committed to referring employees to psychological consultations, providing them with the mental health tools and support they need and providing free consultations in a totally confidential manner.
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Integrated management report
III
The synergy between family and work also forms an integral part of the Balance aspect
The synergy between family and work also forms an integral part of the Balance aspect of the NÓS Programme. Since this programme was set up, various initiatives have been promoted and information has been provided on the different factors that impact on the lives of employees, with the aim of promoting a better balance between professional, personal, and family life. This is an essential condition for effective equality between men and women, and for lower levels of absenteeism, greater productivity and retaining talent.
The theme of conciliation was highlighted in 2022 with the launch of the Flexibility Programme, a series of flexibility initiatives, which continued to be implemented and monitored in 2023 and 2024. In addition to the different conciliation measures, including a hybrid system of home/ office work, REN continues to give all new employees a voucher for purchasing office supplies, so that they can continue to have the best working conditions, even when working from home.
In 2024, in light of the current economic context and with special focus on the financial well-being of employees, a benefits portal provided discounts on daily purchases, alongside a social support fund and financial mentoring.
In addition to public protection schemes for unemployment, disease, retirement and parenting, REN grants 12 hours per semester for medical consultations and treatments, as well as six days a year for family support. REN also makes contributions or provides flexible credits for pension funds aimed at complementing the Social Security Pension Plan. REN provides insurance for salary protection and accidents at work or disabilities resulting therefrom.
CONCILIATION AND PROTECTION INITIATIVES
Part of the Balance aspect of the NÓS Programme, REN's solidarity support fund aims to support employees in situations of financial and social vulnerability, as well as provide health support, particularly for fertility treatments. This fund can be triggered in certain situations, both for specific health expenses, as well as for other expenditure of an exceptional and recognized severity, thus helping prevent situations of risk and support situations of vulnerability, avoiding the use of credit from external entities.
An initiative open to all employees for financial literacy and support for personal and family budgets focused on practical issues such as the changes that 2024 brought with respect to withholding tax and its impact. In partnership with an external entity, these initiatives enjoyed a high satisfaction rate (90%).
For REN it is important to be present in the different periods of life and to this end, employees returning to work after parental leave can take part in the Parental Coaching Programme. This programme aims to facilitate the return of fathers and mothers to the rhythm of work, helping to structure their routines and support networks, in order to ensure a better family/ work life balance. REN recognizes that this balance is not a short-term issue and this programme has also been extended to all parents with children up to 18 years of age.
This programme includes measures in three areas of action: workplaces, working hours and other conciliation measures, highlighting the following:
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| I | |
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Diversity, equality and inclusion
REN positioned itself as a pioneer in promoting diversity and gender equality in the Portuguese market. In recent years, it has implemented policies and practices that ensure equal opportunities, rights, and freedoms while recognizing and valuing the contributions of both women and men to society and organizational success.
The focus on a balanced equality strategy is reflected in improved gender equality indicators, with women now being more evident both in the company generally as well as in management positions.
For REN, gender equality is also a question of fundamental rights and, for this reason, non-discrimination based on gender is expressly provided or in the Code of Conduct. Furthermore, since 2014, REN has been a member of Forum IGEN, meeting a commitment to reinforce our policies and strategies for Gender Equality, both inhouse as well as externally.
REN has implemented a model that, in addition to recognizing inequalities between men and women, provides a transformational perspective seeking to change behaviour and attitudes. The status of gender equality was established in 2018 and consists of:
| 2024 | |||||
|---|---|---|---|---|---|
| <30 | 30 - 50 | >50 | |||
| - | 10 | 14 | |||
| - | 4 | 9 | |||
| - | 6 | 5 | |||
| - | 34 | 18 | |||
| - | 25 | 15 | |||
| - | 9 | 3 | |||
| 74 | 268 | 121 | |||
| 51 | 177 | 102 | |||
| 23 | 91 | 19 | |||
| 18 | 115 | 103 | |||
| 18 | 98 | 82 | |||
| - | 17 | 21 | |||
| 92 | 427 | 256 | |||
| 69 | 304 | 208 | |||
| 23 | 123 | 48 | |||
Men on the board of directors

Women on the board of directors

ESRS S1-9 ESRS S1-16 GRI 2-21 GRI 405-1 GRI 405-2
The company has many continuity actions in this regard. In 2024, of note were the following:
Academy and contributing to the personal and career development of another young Mozambican (this year as full in-person format); and
• Publication of the 2025 Annual Gender Equality Plan, which keeps REN focused on our commitment to evaluate our initiatives and to think annually about new impactful measures and to issue an annual report with relevant indicators on this subject and monitor development.
For 2025, REN's Open Day will be entitled, "Talent has no Gender", and this updated version will be aimed at engineering, economics and management students.
Of note is our work with partner institutions on social responsibility and in compliance with Law No 4/2019, which sets out a system of employment quotas for people with disabilities who have a degree of disability equal to or greater than 60%. Since 2022, REN has been an associate of the Portuguese Association for Diversity and Inclusion (APPDI), and is a signatory to the Portuguese Diversity Charter.
REN closely analyses salary information to ensure that we are up to date and maintain the good practice initiated in 2021 to publicly disclosure the pay gap.
| SALARY INDICATORS | 2024 | 2023 | 2022 |
|---|---|---|---|
| Gender pay gap - Total annual remuneration (%)47 | -5.06 | -1.81 | -1.70 |
| Gender pay gap - Basic monthly remuneration (%)47 | -8.80 | -5.75 | -6.01 |
| Total annual remuneration ratio48 | 4.56 | 4.38 | 4.27 |
| Gender pay gap - Total annual remuneration (%)49 | -2.76 | 1.23 | 1.64 |
| Gender pay gap - Basic monthly remuneration (%)49 | -7.03 | -3.44 | -3.37 |
| Total annual remuneration ratio49 | 4.65 | 7.39 | 7.47 |
| Total annual remuneration ratio increase50 | 2.46 | 1.61 | -1.55 |
| Ratio between the minimum wage earned at REN and the national minimum wage |
Men = 1.36 Woman = 1.36 |
Men = 1.40 Woman = 1.63 |
Men = 1.42 Woman = 1.59 |
| PER FUNCTIONAL GROUP | 2024 | 2023 | 2022 |
|---|---|---|---|
| Top management | 1.00 | 1.08 | 1.06 |
| Management | 0.93 | 0.96 | 0.93 |
| Senior managers | 0.89 | 0.88 | 0.90 |
| Field/ Administrative | 1.07 | 1.05 | 1.06 |
REN is fully committed to the safety of people, infrastructure, and operations. Promoting a strong safety culture is key to achieving this goal.
REN is also required to ensure compliance with current legislation on occupational safety and define and implement internal standards and procedures, a process that the company has been developing and improving. Finally, REN is committed to the ongoing improvement of occupational safety through improvement of mechanisms, equipment and platforms.
REN's online Document Management tool for Works and Services Provision (GEDOC) centralizes and systematizes document management, enabling legal compliance in a single platform. It allows for continuous monitoring of documentation and its flows, facilitating consultation, loading, analysis
and decision-making in an efficient and organised manner.
In 2024, as part of our ongoing efforts to improve safety and compliance, REN acquired the Safety Culture tool, to verify operational control and safety compliance. This tool has eliminated the use of paper and bureaucracy, streamlining the process to resolve findings and non-conformities. With the support of Safety Culture in operational management visits, noncompliant situations can be forwarded in real time to those responsible, thus accelerating corrective actions.
Also in 2024, REN completed the process of adopting new technical clothing, with the involvement of REN employees representatives in the field of occupational safety and health and our operational teams. After the publication of the new
rules for access to electric and gas operational installations, and to reinforce safety, entry into these facilities is now only permitted for properly equipped and protected employees, wearing technical clothing and authorized personal protection equipment (PPE).
All REN employees are covered by a health and safety management system. For information on which companies are certified, see chapter 2.3 Risk management.
The effort to reduce and control risks, aiming to prevent near-misses, accidents, and occupational illnesses, remains REN's core focus in occupational health and safety management. Recognizing that investing in this area is inseparable from the success of our activities, REN continued implementing the safety culture program in 2024 under the principle that "Everyone's safety relies on each individual's responsibility". As part of this program, a set of key initiatives was developed, including:
Strengthening the safety culture aims to drive a significant transformation in REN Group's approach to risk prevention, fostering an integrated and continuous prevention management strategy that actively involves key value chain partners. In this context, each stakeholder plays a crucial role in promoting improvement, awareness, and the practical application of prevention measures at all levels and in daily operations.
Recognizing the importance of continuous improvement in reinforcing the safety culture, new initiatives are already planned. These include strengthening on-site engagement through leadership visits and preventive safety observations, as well as implementing a georeferenced emergency response system to support REN employees working in isolated conditions.
The safety risk assessment is carried out on the basis of ISO 45001 - Occupational Health and Safety Management System, in which REN is certified see 2.3 Risk management. The internal "Hazard Identification, Risk Assessment and Control" procedure establishes a method of identifying hazards and controlling occupational safety risks associated with the activities and workplaces of the group.
For every workplace or activity, REN identifies the occupational safety risks in the "Risk Charter", according to risk classification, and in turn identifies preventive mitigation measures. In addition, we train our employees in occupational safety and the respective risks.
At REN, work accidents are recorded according to the Analysis & Performance Procedure (PR-0248). This procedure, which covers the entire accident information cycle, defines how accident information is obtained, processed, and used, to ensure that information is employed by both REN and our partners to learn and develop prevention strategies.
In 2024, there was a sharp drop in REN employee work accidents, which was seen in the zero (0) work days lost. These figures were also reflected in the frequency and severity indexes that also decreased compared to 2023.
There were no occupational illnesses in 2024.
The table below shows the main work accident indicators for REN employees and contractors and service providers (CSP), by gender, for 2024.
In 2024, there was a sharp drop in REN employee work accidents, which was seen in the zero work days lost.
ESRS S1-14 GRI 403-2 GRI 403-5 GRI 403-9
| NO OF EMPLOYEES |
NO OF HOURS WORKED |
NO OF FATAL ACCIDENTS |
NO OF NON-FATAL ACCIDENTS51 |
NO OF DAYS LOST |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| MEN | WOMEN | MEN | WOMEN | MEN | WOMEN | MEN | WOMEN | MEN | WOMEN | |
| REN Employees52 | 581 | 194 | 1,013,920 | 315,796 | - | - | 1 | - | - | - |
| Contractors and Service Providers (CSP) |
1,398 | 173 | 2,904,618 | 365,702 | 1 | - | 20 | 2 | 494 | 56 |
51 Number of accidents that occurred in actual work resulting in employee being off sick (lost time).
52 Includes R&D Nester employees.

Among internal employees, there was a significant 73% decrease in workplace accidents, which positively impacted both the frequency (FI) and severity (SI) indices, despite a 6% increase in hours worked. This trend is illustrated in the following charts, along with data for external employees (EPS).
The frequency and severity indices for CSP working with REN also declined compared to 2023, with a 38% reduction in the frequency index and a 58% decrease in the severity index.
General safety indicators reflect a favourable decrease of about 43% and about 62% in frequency and severity indexes, respectively.
After the investigation has been carried out, accident reports are shared in analysis & performance and analysed by the departments responsible for the followup of recommendations (see next section, Investigation and Analysis). Subsequently, they are approved by the Executive Committee and a summary of the research is shared in the Committees on Occupational Health and Safety.


Global REN Employees
-73%
Workplace accidents (REN employees) compared to 2023


Frequency index (Global REN) compared to 2023

Severity index (Global REN) compared to 2023
53 Frequency Index – No of non-fatal accidents/ No of hours worked x 1 million hours worked.
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I
Integrated management report
III
54 Severity Index – No of days lost/ No of hours worked x 1 million hours worked.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| TOTAL ABSENTEEISM RATE (%) | 1.9 | 2.0 | 2.1 |
| Men (%) | 2.0 | 1.8 | 2.3 |
| Women (%) | 1.7 | 2.7 | 1.4 |
| Absenteeism rate due to illness (%) | 1.0 | 1.2 | 1.3 |
The overall absenteeism rate at REN remained at around 1.9%, but with a slight reduction compared to 2023. The absenteeism rate due to illness is 1.0%.

REN marked this day, celebrated on 28 April, with numerous actions to highlight the right and fundamental principle to a safe and healthy work environment for all. Several awarenessraising activities were carried out, including a showing of the video released in 2023, the "Five Golden Rules of Off-voltage Work". New videos were also shown to visitors and employees, raising awareness of the issue of safety and alerting people to the importance of unequivocal compliance with the strict requirements and guidelines on access to and movement within facilities. The video on Safety in Electrical Installations was also produced in English and Spanish.
REN also marked the date with a series of posters produced by the International Labour Organization, which were posted at the different company premises, alerting everyone once again to the importance of a safe and healthy working environment.
REN has a team dedicated to the systematic management of technical work incidents and accidents,
from initial reporting of incidents to investigation and definition of recommendations.
REN has a team dedicated to the systematic management of technical work incidents and accidents, from initial reporting of incidents to investigation and definition of recommendations. This team is responsible for deciding whether to investigate an incident and for appointing the investigation team, disseminating the action plan to relevant departments defined in the reports, promoting follow-up of the recommendations underway and reporting the performance indicators of the REN system and assets. An analysis and performance portal (A&P) and a dashboard to monitor some of the indicators was developed to increase the efficiency and analytical capacity of the incident management process and recommendations follow-up.
This multidisciplinary working group adopted the IEC 62740:2015 Root Cause Analysis (RCA) standard to ensure an effective analysis of the incident causes. This root cause analysis is a systematic process that identifies contributing factors to a particular event, designated as a focus event, to identify and understand the root causes, instead of imminently obvious symptoms, so as to mitigate future incidents. In 2024, three work accidents and eight technical incidents were investigated in the infrastructure and installations of the National Electricity Transmission Network and the National Gas Transmission Network and Storage Infrastructure.
TRAINING COURSES AND DISSEMINATION of self-protection measures to improve emergency response actions and improve the safety behaviour of plant occupants, and 20 drills.
14
and six "table-top" decision exercises, where the main objective was to determine the effectiveness of visits and actions performed and to validate self-protection measures. Twelve of these exercises included the participation of fire brigade and municipal civil protection teams, with the aim of creating as real an environment as possible.

PERIODIC TECHNICAL VISITS
15
to check on implementation of the identified corrective actions.
During 2024, REN was subject to five regular inspections by the National Emergency and Civil Protection Authority, requested in accordance with the risk category of the facilities and complexes.
With regard to the development of self-protection measures for REN's buildings in 2024, and in accordance with the identified risk categories, we continued to check our safety systems, conduct audits, and implement action plans for every building.
During 2024, REN was subject to five regular inspections by the National Emergency and Civil Protection Authority, requested in accordance with the risk category of the facilities and complexes. Of these, three are still in progress and two have already been completed.
REN is covered by the internal work safety service category, which includes senior work safety technicians, because some company employees are exposed to higher risk activities. In 2017, the first version of the REN safety at work standard was approved. In 2024, a new version of the standard was revised and published. The main amendments, analysed by the Workers' Committee, refer essentially to changes in technicians appointed to the different REN workplaces.
This standard describes REN's organization in terms of occupational safety, defining the main responsibilities of stakeholders in this regard that, in line with current legislation, seek to promote safety through accident prevention and employee protection. In addition to defining the department's organizational model, this standard also defines:
In 2017, the first version of the REN safety at work standard was approved
In 2024, no complaints were made through channels for employees to raise concerns or serious human rights incidents with employees.
REN is governed by the principle of legal compliance with international labour and human rights standards, namely, the right to work, fair and satisfactory remuneration, and freedom of membership of trade unions (Article 23 of the Universal Declaration of Human Rights)55, the right to rest, reasonable working hours, and paid leave (Article 24).
These principles are mirrored in REN's Code of Conduct and guide employees' actions and relationships with stakeholders. REN and its employees are further subject to all relevant international standards and directives, such as the Universal Declaration of Human Rights, the Conventions of the International Labor Organization and OECD Guidelines for Multinational Enterprises.
The recipients of the Code shall not adopt discriminatory behaviour on the basis of race, gender, age, physical disability, sexual orientation, political opinions or religious convictions, privileging the principles of equal opportunities, diversity, and individual merit. Thus, REN directs performance by the highest standards of individual integrity and dignity, in order to avoid or correct any practice that contravenes the above principles, providing all employees equal opportunities for the development of their professional career.
In addition, REN is committed to repudiating child labour or forced labour in the form of slavery, promoting respect for human rights, labour and freedom of association and actively participating in social and cultural initiatives, promoting a more active and responsible citizenship. In 2024, no complaints were made through channels for employees to raise concerns (including complaint mechanisms) or serious human rights incidents with employees.
55 Adopted and proclaimed by the General Assembly of the United Nations (resolution 217 A III) on 10 December 1948.
I
II REN guarantees engagement with employees whenever necessary, or when requested with the aim of collecting information that allows personalized management that meets their expectations.
REN guarantees engagement with employees whenever necessary, or when requested with the aim of collecting information that allows personalized management that meets their expectations. The most common topics are career and remuneration.
In addition to actively listening to employees, either through direct contacts or through the Personal Opinion Programme (POP), the Executive Committee holds regular meetings with Workers' Committees. Nine meetings were held during the year, where several issues were discussed, including company policies that affect workers; sizing and reorganization of departments and movement of workers; and working conditions, including matters such as the distribution of meals in buildings, the management of mobile phone allowances and work vehicles, career progression and recognition, and protection of personal data as part of video surveillance installation, etc.
ESRS S1-2 ESRS S1-3 ESRS S1-8
This involvement is sponsored by the Top management and carried out by the Human Resources Department through labour relations, contact, liaison and negotiation with worker representative structures as well as all disciplinary matters. This work is done in alignment with the area of Culture and Talent Management with regard to expectations resulting from performance management, talent and career processes. The work is carried out on a daily basis and is essentially based on the agendas of worker representative structures, workers and their needs.
Part of this multifaceted dialogue involves working with vulnerable employees, such as disabled workers, and the company is particularly aware of the need to integrate such workers into the workplace.
REN has specialized employees who deal with any negative impacts, whether individual or collective, and receive and analyse complaints or claims from employees, following up such matters and focussing on mitigating the impact. At the collective level, dialogue forms part of the labour relations agenda with a view to negotiating with worker representative structures.
Support and response in more personal matters is also provided by REN's psychology department and the support of a social worker. Confidentiality and a deontological approach are ensured by psychologists, who only gather information that is strictly necessary so that processes can be suitably handled in terms of the employment relationship.
REN's Code of Conduct also allows irregularities to be reported through the available channels, via email or telephone to the REN Audit Committee, which ensures the confidentiality of the entire process. See Chapter 4.4.1 Ethical culture and fight against corruption.
III
In light of the economic context at the beginning of 2024, which was still influenced by the high inflation rate of 2023 and by social dialogue agreements, this year's negotiations focused on increasing employee salary liquidity and we were able to reach a comprehensive agreement on various matters in this area.
In relation to collective labour agreements (ACT), and further to dialogue with employees, the following results were obtained:
| REN ACT | REN ACT PORTGÁS |
|
|---|---|---|
| General increase of 4.3% on basic monthly remuneration within the limits of the salary table, with a guaranteed minimum payment of 95 euros |
√ | √ |
| General increase of 3% on basic monthly pay higher than the maximum limits of salary tables |
√ | √ |
| Increase of 5.0% on food allowance | √ | √ |
| Increase of 4.3% on shift allowance | √ | √ |
| Increase of 4.3% of the minimum limit of hourly pay for availability |
√ | √ |
| Increase of 5.0% in cost allowance | √ | √ |
| Increase in length of service remuneration to €15.50 | √ | N/A |
In 2024, union membership at REN fell slightly with respect to last year to around 31.5%. The percentage of employees covered by collective contracts in Portugal is 100%. 2.6% of employees are not covered in operations in Chile.

| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Men (%) | 97.8 | 98.0 | 98.3 |
| Women (%) | 97.4 | 98.4 | 98.9 |
| Total % of employees covered by ACT | 97.7 | 98.1 | 98.5 |
| Men (%) | 36.3 | 38.0 | 40.0 |
| Women (%) | 17.0 | 17.6 | 20.3 |
| Total % of unionized employees | 31.5 | 32.9 | 35.1 |
ESRS S1-8 ESRS S1-11 GRI 2-29 GRI 2-30 GRI 401-2
III
229
REN has sought to reinforce and find new forms of compensation which are perceived by employees in a positive manner and adjusted to the different times in their life. The benefits policy is centred on supporting employees in important areas of family and personal life, including a range of additional support and benefits focusing on health, education, and culture, etc.
REN FLEX is a company investment to benefit employees, allowing them to choose advantages suited to their needs at different stages of their lives.
| ↘ | Benefits |
|---|---|
| EMPLOYEES WITH TRANSITIONAL SCHEME FROM PREVIOUS ACT56 |
EMPLOYEES WITH FLEX PLAN57 |
EMPLOYEES WITH FLEX PLAN - REN PORTGÁS58 |
|
|---|---|---|---|
| Life insurance/ mortgage life insurance |
√ | √ | |
| Personal accident insurance | √ | √ | √ |
| Health insurance | √ | √ | |
| Sick leave insurance | √ | √ | |
| Complementary health scheme | √ | ||
| Pensions plan - defined benefit | √ | ||
| Pensions plan - defined contribution |
√ | √ | |
| Electricity at reduced prices | √ | √ | √ |
| Study subsidy | √ | ||
| Education and child care vouchers |
√ | √ | |
| Social pass | √ | √ | |
| Fuel and parking | √ | ||
| Technology and internet | √ | ||
| Vocational training | √ | √ | |
| Holiday camps | √ | √ | √ |
| Social support voucher/ health plan |
√ | √ | |
| Veterinary expenses | √ |
56 Series of benefits set out in ACT 2000 which passed to the new ACT signed in 2015.
58 Employees covered by this flexible benefits programme have fixed and flexible components and can choose from the benefits available up to the limit of their annual credits.
57 Employees covered by this flexible benefits programme can choose from the benefits available up to the limit of their annual credits.
Listening to employees, as well as considering their concerns, needs, and expectations in the decision-making process, is essential to ensuring their sense of belonging and satisfaction, and to attracting and retaining talent.
As such, REN regularly conducts an organizational climate study Personal Opinion Programme (POP) so as to get to know the opinion of workers and their degree of general satisfaction with topics such as Working Conditions, Commitment, and Communication. The feedback obtained is shared with all employees and the results are presented in the different organizational areas of the company. Specific and transversal action plans are then established, taking into account suggested areas of improvement.
The full POP questionnaire is carried out every two years while a shorter version is completed annually.
In 2024, the full version of the POP questionnaire was sent out. The participation level in this edition was 90%, in line with the participation rate in the full version of 2022. This shows that employees continue to have confidence in the process and in the practical results of the action plan for the identified improvement opportunities. Results showed that 86% of employees agreed with the statement "I am pleased to work at REN".
REN assesses the effectiveness of its involvement with its employees through the POP and through meetings with the Workers' Committees and other structures representing employees. The high level of participation in the POP, maintained year after year, demonstrates the employees' confidence in the process, and the main results are published on the Intranet and by the Workers' Committee and the respective Directors.
| 2024 | 2023 | 2022 | VAR. 24/ 22 |
|
|---|---|---|---|---|
| Participation rate (%) | 90 | 90 | 91 | - 1 |
| Men (%) | 75 | 75 | 75 | - |
| Women (%) | 25 | 25 | 25 | - |
| "I am pleased to work at REN" (Top of Mind Question) (%) | 86 | 85 | 83 | + 3 |
| Men (%) | 84 | 83 | 76 | +8 |
| Women (%) | 92 | 90 | 85 | +7 |
| Satisfaction index (%) | 72 | - | 69 | + 3 |
| Men (%) | 69 | - | 67 | + 2 |
| Women (%) | 78 | - | 74 | + 4 |
EMPLOYEE ENGAGEMENT INDEX59 POP QUESTIONNAIRE
↘ Personal Opinion Program - POP

In addition to POP, REN maintains an ongoing dialogue with Workers' Committees and other representative structures, ensuring that employees' concerns, needs and expectations are taken into account in the decision-making process. Transparent communication and answers to the questions raised contribute to trust in these structures.
In order to adjust the different initiatives, we implement and monitor our investment in employees and their contribution to sustainable activity. Return on investment in human capital is measured, expressing results within a wide range of indicators, providing support for decision-making to achieve lasting results.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Return on investment in human capital (€)60 | 8.28 | 8.89 | 9.18 |
59 Based on agreement with the statement "I am pleased to work at REN" (Top of Mind Question). Different benchmarks show that the best performing companies have engagement levels of more than 75%.
60 Return on investment in human capital (HCROI) = (EBITDA + personnel costs)/ personnel costs.
ESRS S1-2 ESRS S1-3
We have implemented an effective strategy for responsible supply chain management, enabling us to identify and manage risks and opportunities, foster the creation of shared and sustainable value, and create a positive impact that extends beyond our operations.


About the future
IMPLEMENTATION OF THE NEW SUPPLIER DEVELOPMENT MODEL FOLLOWING THE PERFORMANCE EVALUATION MODEL
EVALUATION AND DEFINITION OF A SUPPLIER AUDIT PLAN
INCLUSION OF ESG, CYBERSECURITY, ANTI-CORRUPTION AND GDPR REQUIREMENTS IN SUPPLIER MANAGEMENT AT QUALIFICATION
INTEGRATION OF A DUE DILIGENCE POLICY IN COORDINATION WITH SUPPLIER RISK
DEFINITION OF AN OPTIMISED STRUCTURE
AND EVALUATION LEVEL MANAGEMENT OF PURCHASING CATEGORIES OF SUPPLIERS WITH SCIENCE BASED TARGETS (SBTI) DEFINED OR ALIGNED BY 2030 96% 99.8% PURCHASES MADE FROM LOCAL SUPPLIERS TOTAL PURCHASE VOLUME Portugal Chile
Main
ANALYSIS AND INCLUSION OF ESG CRITERIA IN PROCUREMENT PROCESSES
Main actions
DEFINITION OF NEW ESG, CYBERSECURITY, ANTI-CORRUPTION AND GDPR REQUIREMENTS TO BE INCLUDED IN SUPPLIER APPROVAL AND QUALIFICATION PROCESSES
CREATION OF THE SUSTAINABILITY ACADEMY THAT HAS TRAINED SUPPLIERS IN ESG WHILE ALSO SHARING THE STRATEGIC OBJECTIVES AND GOOD PRACTICES OF THE REN GROUP
DEVELOPMENT AND IMPLEMENTATION OF THE NEW SUPPLIER PERFORMANCE EVALUATION MODEL IN CONTRACT MANAGEMENT
DEVELOPMENT OF AN E-LEARNING COURSE ON THE SUPPLIER CODE OF CONDUCT FOR EXTERNAL ENTITIES



REN promotes sustainability and ethics principles throughout the value chain, with the aim of generating continuous value for its stakeholders. This commitment reflects our mission to provide an essential public service in the national energy sector. REN's cooperation and partnership relations with suppliers and business partners are governed by strict ethical and professional standards, in full compliance with legislation and regulations. These practices align with the company's sustainability policy, reinforcing our commitment to a responsible future.
In our work we depend on the relationships established with our stakeholders and on the conduct of stakeholders in our value chain. With this in mind, we identify the IROs that may affect our value chain, including suppliers, service providers and subcontractors who provide goods or services to any Group company.
| V | N |
|---|---|
| 1 | |
| 7 | 7 |
| Training and skill development of employees in the value chain |
REN is committed to promoting the development of employees in our value chain, promoting training actions, including in ESG through our Sustainability Academy, with suppliers. Furthermore, we ensure that suppliers that adopt the best social practices are selected. The supplier development process involves creating value through strong alignment and engagement between procurement, business, and partners. |
|---|---|
| Responsible management of the supply chain |
By requiring our suppliers to act responsibly and in line with the principles established in our Code of Conduct and the Supplier Code of Conduct, REN promotes a supply chain that acts responsibly. |
| Timely payment to suppliers |
Timely payment to suppliers is crucial for their financial health and operational sustainability. Therefore, REN guaran-tees timely payment to suppliers. In 2024, payments were made within 37 days on average. |
IMPACTS
| Occupational Health and Safety in the value chain |
For the execution of certain activities, value chain workers operating in REN's facilities may be exposed to Occupational Health and Safety risks, particularly if proper safeguards are not implemented for tasks involving working at height or with high-voltage equipment. Accordingly, we promote a safety culture in our value chain, REN met with the main contractors and service providers in 2024 to discuss ideas and share good practices focusing on prevention. An e-learning programme was also developed for the contracted teams that oversee the Group's safety. |
|---|---|
| Work-related accidents relating to workers in the value chain |
Workers in the value chain can suffer work accidents with consequences for their health and consequent impact on the REN health and safety strategy. We thus ensure that safety requirements appropriate to the type of service or contract are defined in all our tender requests, covering both legal requirements and the specific rules of the Group. |
|---|---|
| REN operations can | Value chain workers may compromise REN's operations; for example, in the event of a shortage |
| be compromised by | of human resources, strikes, loss of productivity or a decrease in quality of service, due to |
| inadequate working | dissatisfaction or demotivation with their employers' working conditions. As part of our supplier |
| conditions in the value | selection and evaluation process, we seek to ensure that suppliers comply with legal requirements |
| chain | and closely monitor working conditions and practices during implementation. |
I Integrated management report
II RISKS
| Forced labour in the value chain |
Value chain workers may be subject to human rights violations in terms of child labour, forced labour or modern slavery, discrimination or harassment, or other related aspects, and may call into question not only workers, but also REN. To prevent these situations from occurring, REN provides processes and procedures (supervision, evaluation/ audits) that promote the principles set out in the Supplier Code of Conduct, reinforcing respect for fundamental rights, under penalty of contract termination. In this regard, a Due Diligence process is under development, aiming to prevent, mitigate and remedy impacts on human rights and the environment throughout the value chain. |
|---|---|
| Non-compliance with the contract and/ or the supplier's |
REN guarantees that suppliers are aware of procedures and rules of conduct, and may carry out audits whenever necessary to verify compliance with established guidelines. If suppliers incur in breaches of established contracts or the Supplier Code of Conduct, namely in technical assistance, delays in the normal operation of services, or potential occurrences of corruption, bribery and anti-competitive |
REN guarantees that suppliers are aware of procedures and rules of conduct, and may carry out audits whenever necessary to verify compliance with established guidelines. If suppliers incur in breaches of established contracts or the Supplier Code of Conduct, namely in technical assistance, delays in the normal operation of services, or potential occurrences of corruption, bribery and anti-competitive practices, as well as other environmental or social incidents, REN reserves the right to apply penalties, terminate contracts, report breaches to the competent authorities.
code of conduct
| Sustainable supply chain management |
Through responsible practices, consideration of ESG factors in supplier selection and evaluation and close collaboration with suppliers on environmental and social issues, REN promotes a sustainable supply chain, strengthening its business relations. |
|---|---|
| Implementation of Human Rights and Environmental Due Diligence in the value chain |
In compliance with the Corporate Sustainability Due Diligence Directive (CSDDD), we are developing a Due Diligence process in our value chain, which takes into account social and human rights as well as environmental aspects. Although the company is not directly subject to the Directive, this procedure provides REN with better tracking of the risks in the value chain, thus promoting respect for human rights and the environment. See 4.1.3 Due diligence process. |
| Selection of suppliers with good labour and Human Rights practices |
By implementing an approval/ qualification procedure, REN promotes selection and evaluation of suppliers with a view to making a conscious, informed decision on the selection of suppliers based on the Group's strategic pillars, more specifically with respect to the Environment, Social and Governance, thus preventing the occurrence of human rights violations and promoting good working practices. |
II Through this model, we ensure the comprehensive integration of values such as rigor and transparency in supplier management processes.
Our supply chain management model is based on the principles of competition, equal treatment and opportunities for all potential REN suppliers and on clear and objective rules and criteria with the aim of gauging the real capacity of each potential supplier.
The supply chain management model has a robust structure and well-defined responsibilities, which ensure the proper separation of functions, from economic and financial analysis to technical analysis, with a view to assessing full compliance with defined requirements, with an approval model based on risk management.
Through this model, we ensure the comprehensive integration of values such as rigor and transparency in supplier management processes so that the organization acquires the necessary resources in an efficient, economic, and ethical manner, thus contributing to our successful operation and ability to achieve objectives.
↘ The REN supplier management model is based on three main pillars:

In relation to the approval of suppliers, and to ensure the capacity and adequacy of suppliers to company requirements, the qualification model is divided into three levels, depending on the complexity, criticality and representativeness of the expenditure, in accordance with the following information:

↘
Includes the analysis of a series of issues to assess the ability to meet minimum requirements in terms of financial, legal and compliance capacity (including, but not limited to, criteria related to Quality, Occupational Health and Safety, Environment and Corporate Responsibility).
For approval purposes, customer/ project references are required.
↘
A SET OF PURCHASE SUBCATEGORIES THAT CAN:
In addition to the level 1 questions, an analysis of a broader series of questions is included to evaluate the technical capacity of the supplier.
↘
This includes the analysis of a broader series of issues in order to evaluate the technical capacity of a supplier in greater detail, which can be complemented by audits and/ or technical certifications.
I
II The success of our operations depends on everyone who works with us, so the conduct of those with whom we have relationships is decisive for the pursuit of our goals.
The aim of the supplier qualification process is to provide a pool of suppliers to meet the Group's needs with a view to facilitating and accelerating the supplier selection process, with regard to both procurement procedures governed by the Public Procurement Code (PPC) as well as those outside this code. This process seeks to mitigate economicfinancial, compliance, governance and ESG risks. By applying this process, REN consolidates basic information providing a selection of suppliers that, while not being entirely risk-free, is based on objective criteria.
The supplier assessment process, a key tool in the improvement of quality and risk management, are to maintain a pool of quality suppliers, enable potential risks to be identified in the supply of goods and services to REN, and improve the development of partners by identifying areas for improvement and defining corrective actions.
Moreover, REN complies with Portuguese legislation, with human rights and other sustainability aspects reflected in the Supplier Code of Conduct. Legal compliance,
ESRS S2-1 ESRS S2-4
from both social and environmental perspectives, is validated during the supervision of subcontracting and is complemented with audits.
The work carried out with our supply chain further seeks to support the risk management and associated opportunities, allowing us to anticipate them and implement the appropriate mitigation, remediation and elimination measures, whenever necessary.
With respect to Information Security and IT (e.g., ISO 27001, ITIL, COBIT), and since the necessary means for the secure management of information and support systems must be ensured through an approach based on risk management and continuous improvement, ensuring the confidentiality, integrity and availability of information, we evaluate the maturity of suppliers in relation to specific purchasing processes and contract management.
Following on from an initiative developed in 2022, with a view to a consolidated perspective of the development of our
suppliers in information security, REN sent a new questionnaire in 2024 to assess improvement opportunities.
The success of our operations depends on everyone who works with us, so the conduct of those with whom we have relationships is decisive for the pursuit of our goals.
To ensure that suppliers and partners are aligned with the principles and values governing REN's conduct, the Supplier Code of Conduct is in force, a fundamental document for the supply chain management model, which all Group suppliers undertake to follow and make a contractual obligation. By subscribing to the Code, suppliers and partners agree with REN's right to conduct audits and inspections to verify compliance with the established guidelines.
As a signatory to the United Nations Global Compact, the Supplier Code of Conduct is based on the ten fundamental principles of this initiative. These principles cover areas
such as human rights, labour practices, environmental protection and anticorruption, and are based on universally accepted declarations.
Suppliers must fully comply with applicable law and observe internationally recognized environmental, social and corporate governance criteria, as well as employ their best efforts to ensure that these standards are implemented with their own suppliers and subcontractors.
This Code also encourages the efficient and sustainable use of resources, increasing the circularity of products and/ or services, the implementing of more efficient and environmentally friendly technologies, as well as the minimization of potential negative impacts on biodiversity. This document encourages active participation and suppliers commitment, especially in the ongoing process to decarbonize the value chain, recognizing that these are key elements for REN to achieve the carbon neutrality target of operations by 2040.
In recent years, REN has gradually included technical specifications in tender requests setting out criteria that reinforce the pillars of ESG, particularly in terms of the environment, human rights, quality and safety. These specifications also address the General Data Protection Regulation (GDPR), information security, and the reporting of irregularities, more specifically anti-corruption, in line with the Group Integrity Policy.
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Integrated management report
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The principles of REN Group Supplier Conduct are based on:
1
SUPPORTING AND RESPECTING FUNDAMENTAL HUMAN RIGHTS IN THE WORKPLACE
2
3
RESPECTING APPLICABLE STANDARDS AND PRINCIPLES IN TERMS OF THE ENVIRONMENT AND SAFETY AND HEALTH IN THE WORKPLACE
ENSURING THAT HIGH STANDARDS OF ETHICS AND BUSINESS INTEGRITY ARE MAINTAINED
Focusing on ongoing improvement and strengthening ESG criteria, special attention was paid to respect for applicable environmental sustainability, occupational safety and health standards and principles, including the implementation of waste management strategies, carbon footprint disclosure, promotion of its gradual reduction, biodiversity preservation and soil conservation, in line with available technology.
Failure to Comply with the Supplier Code of Conduct may result in termination of the relationship with the supplier, depending on the severity of the violation and the specific circumstances. Compliance with this Policy is monitored by REN's Procurement Department.
This policy is the basis for mitigating risks and impacts on the supply chain, related, among other aspects, to human rights and health and safety, as well as to promoting opportunities, thus ensuring a responsible supply chain. In addition, strict criteria are taken into account when selecting suppliers to guarantee ethical behaviour.
At REN, we recognize the importance of maintaining continuous, transparent and effective dialogue with value chain workers, as well as ensuring robust mechanisms to prevent, mitigate and remedy negative material effects on such workers. This engagement does not have a set frequency and takes place when there is a need for interaction with stakeholders.
Involvement with suppliers and service providers takes place in several phases, from the qualification process to execution. Information sessions and workshops are also held to address issues such as health and safety and the energy transition, enabling questions to be clarified and knowledge to be actively shared, as well as through the stakeholder consultation process. In 2024, the Sustainability Academy was also created. The effectiveness of these mechanisms is assessed on the basis of the feedback obtained.
Although there is no procedure in place to require whistleblowing channels to be made available in the workplace for workers in the value chain, REN has an accessible whistleblowing channel for all its stakeholders to report any irregularities identified. The protection of whistleblowers is ensured by the respective Procedure for handling irregularities. For more information, please see chapter 4.4.1 Ethical culture and fight against corruption.
Recognizing the importance of sustainability issues, REN has consistently committed itself to working closely with its supply chain, promoting a collective effort.
We incorporate criteria into our purchases, prioritizing whenever possible, suppliers that demonstrate sustainable practices and responsible management of resources, as well as investment in technologies that increase energy efficiency. We also promote practices that respect human and labour rights, encouraging suppliers to follow the Supplier Code of Conduct. Moreover, we also aim to minimize the environmental impact of our operations by choosing materials and products that have a smaller ecological footprint.
In order to strengthen sustainability in the value chain and generate a tangible impact, REN implemented, throughout 2024, a series of strategic actions, with expected repercussions in 2025 and subsequent years, to adopt the best environmental, social and economic practices. In 2024, the alignment and awareness of suppliers with the greatest impact on REN's operations on ESG issues was highlighted, through the Sustainability Academy. Essential topics were addressed, such as the development of a decarbonization roadmap, the definition of goals aligned with the Science-Based Targets Initiative (SBTi) and the importance of environmental product declarations (EPDs). As part of the development of the circular economy strategy,
REN is committed to integrating sustainable practices into operations, such as waste reduction, promotion of reuse and recycling of materials, and the implementation of initiatives aimed at maximizing resource use. By adopting these principles and commitments, REN contributes to environmental sustainability, efficiency and ecological responsibility, not only in our operations, but throughout our value chain by promoting of these practices with suppliers.
To strengthen the decision-making criteria when selecting and monitoring the performance of current partners in ESG matters, REN uses a market solution that consolidates information from suppliers.
REN has begun to gradually integrate ESG requirements into procurement processes, in alignment with the Group's strategic vision and in line with environmental, social and government policies. This approach reflects a commitment to promoting practices that, in addition to meeting operational needs, also contribute to a more sustainable future.
In order to encourage the supply chain to take these objectives on board, additional information is now requested in procurement processes. Information is requested on topics such as carbon footprint reporting and the gradual provision of Environmental Product Declarations for equipment and
services provided. This allows for a better understanding of the environmental impact of purchases.
In some procurement processes, rules and maximum emission limits were also established in accordance with the type of services contracted. The aim is to mitigate environmental impacts on REN's operations. Also of note is a joint initiative to replace technical solutions which have a significant impact on greenhouse gas emissions (SF6). Accordingly, a procurement process was carried out after a market study (Request for Information - RFI), where alternative solutions were identified that minimize the environmental impact of these products.
We incorporate criteria into our purchases, prioritizing whenever possible, suppliers that demonstrate sustainable practices and responsible management of resources.
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Supervision contracted by REN
The need to provide the contracted teams that supervise the Group's safety with specific know-how on REN's activities led to the creation of an e-learning training course on the safety, quality and environment subjects.
Knowledge of the integrated quality, environment and safety management system is vital for achieving reliable and efficient work, both with regard to documentation as well as operational control in the field and in the monitoring of the work and activities carried out by REN service providers. The course is intended for all the members of these teams, proving them with an overview of REN infrastructure, the integrated system implemented and associated documentation. This course is structured in six modules and divided into two independent parts. There is also a final assessment with a minimum pass rate of 70%.

E-learning training course in two independent parts

Minimum success rate in the final assessment
Operating at the core of the energy transition, REN faces a challenging period of intense investment in new infrastructure and interconnections in the electricity sector, as well as in the adaptation and construction of the infrastructure required for the integration of renewable gases in the gas sector. This process takes place within demanding deadlines, with the aim of meeting the public policies and decarbonization targets established by REN.
In this regard, the implementing entities play a key role in achieving this strategy. To this end, we ensure that in all our tender requests, safety requirements are defined which are appropriate to the type of service or contract, covering both legal requirements and specific Group standards.
Also, with a view to strengthening safety culture, in 2024, REN brought together, in person, the main contractors and service providers, the safety team, project managers and main operational areas of the company, to discuss ideas and share good practices, focusing on prevention, with the goal of reducing work-related accidents. At this Forum, a summary of the previous year was also drawn up, which proved challenging in terms of accidents, and the main challenges for 2024 were defined.
The high level of investment, resulting from REN's commitments to the energy transition, requires a large mobilization of manpower and reinforces the need for a strong safety culture that crosses the entire value chain, which is the best way to prevent accidents. One of the indicators of the effectiveness of safety policies is the number of work accidents, along with the procedures implemented and good practices observed in the Group. This was also one of the main topics addressed at this Forum.
Also, in October 2024, with a view to sharing and involving the main national linear infrastructures, REN invited a panel of speakers to speak at the company. Panel members included e-redes, IP – Infraestruturas de Portugal and EPAL (Empresa Portuguesa das Águas Livres, S.A.). During this session they shared experiences and examples of real cases and the solutions implemented. This commitment therefore requires reflection on what is being done and what should be implemented, with a view to continuous improvement and to finding solutions to the challenges that companies like REN face in terms of occupational health and safety. To learn more about how REN manages occupational health and safety, see chapter 4.3.1 REN employees – Occupational safety.

REN has held a number of meetings with suppliers and services providers (SSP) which are most relevant in terms of ESG impacts. The aims of these meetings were to reiterate our commitments to sustainability, provide updates on progress and new commitments, and emphasise the importance of supplier collaboration in the achievement of these goals.
Suppliers were also invited to present their sustainability commitments, as well as the actions underway or planned to achieve these goals. The suppliers solid commitment to sustainability was evident and they also emphasised that the support REN has provided to help build a decarbonized and competitive supply chain has been particularly useful.
To calculate GHG emissions arising from the provision of services, and based on primary information, REN published a procedure and provided training to SSP, reaching the target of 17% (in the economic amount of eligible purchases) of primary data.

Primary data in the calculation of GHG emissions Throughout 2024, the digitalization of procurement and supplier management activities continued to be a core area of action.
Throughout 2024, the digitalization of procurement and supplier management activities continued to be a core area of action. Of note were several improvements in the support platform for integrated supplier management, SOURCE 360º and the inclusion of a new financial rating that strengthened the economic and financial analysis of suppliers.
The current qualification system, approved in 2014, is based on clear and objective criteria. ten years after it was implemented, it became vital to update the system. Two initiatives are of note:
The information management and analysis solution has been optimized, providing more efficient and effective support for decision making.
Compared to 2023
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At REN, the commitment to responsible supply chain management includes ensuring that payments to suppliers are made in a timely manner, in line with the agreed conditions, as set out in the Supplier Code of Conduct. Although there is no formally approved policy specifically to avoid late payment, nor a distinction of procedures between SMEs and other suppliers, most invoices issued by REN Group suppliers have payment periods of 30 and 60 days, and payment is made in accordance with their due date. To ensure compliance with these deadlines, REN has implemented solid and efficient internal processes of payment management, promoting transparency and diligence in operations, leading to strengthened relationships of trust and collaboration with partners.
Total purchase
volume in 2024
Procedures for the receipt, accounting and payment of invoices are set out in the REN Purchase Manual and involve the creation of the purchase order, the entry of material or services and the approval of the invoice by the operational areas. REN employs a series of periodic checks which seek to ensure that an invoice is not paid more than 30 days after its approval. In 2024 the average payment time for invoices to suppliers was 37 days.
Compared to 2023
522 M€ 1,428
In 2024, total volume of purchases stood at 522 million euros (an increase of 10% over figures for 2023) which corresponded to 1,428 purchase processes awarded. The Procurement Department recorded total purchase volume of 492 million euros, an increase of 11% over figures for 2023, which corresponded to 372 purchase processes awarded.
+10% +10%
Awarded procurement processes
| 2024 | 2023 | 2022 | VAR. 24/ 23 |
|
|---|---|---|---|---|
| Total volume of group purchases (M€) |
522 | 474 | 287 | +10% |
| Total volume of purchases by the Procurement Department (M€) |
492 | 445 | 265 | +11% |
| No of purchasing processes awarded |
1,428 | 1,303 | 1,306 | +10% |
| No of purchasing processes awarded by the Procurement Department |
372 | 330 | 335 | +13% |
| Number of qualifications | 245 | 254 | 261 | -4% |
| Number of qualified suppliers | 160 | 176 | 179 | -9% |
REN Group procurement requirements mainly focus on specific equipment and products for our business and which are directly involved in the development of concession infrastructure. Accordingly, our main needs can be grouped into two large areas, as can be seen below:
REN describes suppliers according to different levels, in terms of type, size and geographical location, in order to adapt the respective management and monitor the management of associated risks.

Small, national companies supplying standardized, low-value
Medium and large European companies supplying standardized goods or goods with customer specific requirements of medium
or high value
goods



| ↘ | |||
|---|---|---|---|
| LEVEL 1 | GOODS SUPPLIERS | SERVICE PROVIDERS | CONTRACTORS |
Small, national companies supplying standardized, low-value speciality
Small, national companies supplying standardized, low-value services
medium or high value services
Medium and large national construction companies with multiple medium or high value specialities
↘ LEVEL 3
69% of qualified suppliers
17% of qualified suppliers
↘ LEVEL 2
14% of qualified suppliers
Multinationals supplying complex goods of very high value
Medium and large European companies providing complex high value services
Large Iberian construction companies with project, multiple specialities of very high value and complexity (turnkey)
GRI 204-1
243



Based on the Group's payment volume, and so as to describe suppliers, REN analyses the percentage of expenditure and the percentage of suppliers to determine the breakdown Compared to 2023
96%
in Portugal
Expenditure volume with local suppliers
1.1%
of payments by area. In 2024, 96.0% of expenditure with suppliers for the companies registered in Portugal involved Portuguese suppliers (compared to 94.9% in 2023) and 99.8% of expenditure for the company based in Chile involved Chilean suppliers (compared to 98.3% in 2023).
With a view to consolidating REN Group expenditure and streamlining recurrent purchases, the incentive to create electronic catalogues was maintained through the catalogue platform for previously negotiated contracts with integration with ERP SAP. At the end of 2024, there were more than 130 active catalogues.
Description of suppliers based on payment volume61 in 2024:

REN is committed to fostering close relationships with local communities, promoting active, transparent, and constructive dialogue. Our aim is to drive sustainable development and improve the quality of life of people living and working close to our infrastructure. This approach reflects our role as a responsible and conscientious partner, focused on creating shared value and contributing to social and environmental progress.



62 Does not include compensatory measures.
AGIR AWARD 2025 ON THE TOPIC SUPPORT FOR INFORMAL CARERS
REN AWARD 2025 TO SELECT THE BEST MASTER'S AND PHD THESES IN THE ENERGY FIELD
IN THE ENERGY FIELD AND ENERGY TRANSITION CARRIED OUT BY WOMEN AND YOUNG RESEARCHERS FROM PORTUGUESE-SPEAKING AFRICAN COUNTRIES (PALOPS)
The nature of our activity requires us to maintain a high level of engagement and alignment with the community, particularly academic and scientific institutions, business associations, landowners where the Rights-of-Way for our infrastructure are located, neighbouring communities around our facilities and the public in general, as well as with official entities. As such, the following impacts and risks were identified:

POSITIVE
Development of partnerships with the community
REN develops partnerships with charity institutions, NGOs, academic and scientific institutions, among others, with the aim of supporting the community and driving the energy transition. Moreover, our corporate volunteering programs also impact positively on communities.
Examples of this approach include the REN Award which recognizes the best doctoral and master theses while also promoting research and anticipating the challenges to be faced by the energy sector and the AGIR Award recognizes initiatives that address specific social problems. We also run numerous voluntary actions and provide support for institutions.
| Balanced relationship with the local community |
The development of new infrastructure by REN is highly dependent on the support and acceptance of local communities, a critical factor for the success and sustainability of projects. Accordingly, REN adopts an approach based on dialogue and proximity to all stakeholders, ensuring that projects are designed and implemented in alignment with communities. |
|---|---|
| This proximity approach includes active engagement with official entities, ensuring compliance with regulations and promoting institutional synergies, as well as with landowners where the Rights-of-Way are located, establishing relationships of trust and transparency. |
|
| At the same time, REN also seeks to mitigate potential impacts, promoting solutions that minimize the effects on communities and the environment, always with the commitments to create shared value and strengthen the integration of infrastructure into the area. This ongoing work reflects our role as a responsible partner which contributes to the sustainable development and wellbeing of the communities which we interact with. |
|
| Safety of local communities |
Aware of its responsibility in terms of noise and electromagnetic fields (EMF), REN regularly monitors its infrastructures and takes measurements whenever requested, ensuring compliance with national and European legislation, in line with the recommendations of the World Health Organisation (WHO). All RNT lines operate within the established limits, verified by the competent authorities. |
| In partnership with the Portuguese Physics Society, REN is developing the MEDEA Project, which involves students in measuring EMF in different environments. The results confirm that the levels observed are always below the safety values. |
|
| REN also adopts best practices in the design, construction and maintenance of its infrastructures, guaranteeing the protection of communities and the environment. |
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At REN, we promote a constructive relationship with communities and practice active corporate citizenship, playing a vital role in the country sustainable development. We work in the design, construction, and management of critical infrastructure, while addressing specific social challenges. In partnership with our different stakeholders, we develop innovative and collaborative solutions, contributing to the progress of communities, the well-being of people, and the construction of a more sustainable future.
We ensure that local communities have an active voice in managing the possible impacts and risks of our operations. This partnership relation continues throughout the different stages of the life cycle of energy transmission infrastructure projects, as well as during its maintenance. This engagement has no set periodicity and takes place when there is a need for interaction with stakeholders and depending on the projects in progress. The effectiveness of this engagement is assessed on the basis of the feedback obtained.
From the design to the management of energy transmission infrastructure, REN maintains an ongoing process of active and transparent communication with stakeholders.
This process includes:
Our initiatives with local communities aim not only to minimize impacts, but also to generate positive benefits, contributing to sustainable development.
Continuous analysis of potential and real impacts, with specific measures to prevent, mitigate or correct negative impacts on communities, when identified.
Collecting contributions from local stakeholders to ensure that projects consider community needs and concerns. This dialogue includes, in particular, official entities, such as municipal authorities and landowners where Rights-of-Way are located, ensuring that projects are developed in alignment with local needs and in compliance with legal and environmental requirements.
If necessary, REN implements measures to minimise the impacts identified.
Our initiatives with local communities aim not only to minimize impacts, but also to generate positive benefits, contributing to sustainable development. Included among our main actions is collaboration with school communities, non-profit organizations, volunteer fire fighters and other organizations to meet specific needs and promote greater proximity.
REN therefore implements specific measures to prevent, mitigate and remedy negative impacts on communities where necessary, and we regularly evaluate the effectiveness of these actions.
This commitment reflects our position as a responsible and collaborative agent in the management of vital infrastructure.
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Engagement with local communities to promote the development of populations close to REN infrastructure.

Close and transparent dialogue with stakeholders, including local entities, regional press, and other institutions.
Gathering input to improve projects and minimize impacts on communities.
Institutional representation at all stages of projects life cycle.

Partnerships with school communities, non-profit organizations, volunteer fire fighters and other local organizations to strengthen proximity and collaboration.
The Code of Conduct and the Stakeholder Relationship Policy guide REN's actions with local communities. Both are grounded in a commitment of respect for human rights, transparency, and the creation of sustainable value for the communities where we operate. Our Code of Conduct includes international guidelines such as the Universal Declaration of Human Rights, the Conventions of the International Labour Organization, and the OECD Guidelines for Multinational Enterprises.
The Stakeholder Relationship Policy establishes an interaction model based on ongoing dialogue and building relationships of trust with local communities. This policy is applied across the board to all operations, ensuring that the interests, concerns, and expectations of communities are taken into account when carrying out REN activities.
In this policy REN undertakes to:
In our Social Responsibility Policy, we undertake to sponsor initiatives run by local communities and society in general, with a view to providing effective support for the development of the populations that interact most with our infrastructure.
These policies address the impacts and risks identified in local communities.
Our Code of Conduct includes international guidelines such as the Universal Declaration of Human Rights, the Conventions of the International Labour Organization, and the OECD Guidelines for Multinational Enterprises.

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16 5 865 141
Process to develop power transmission infrastructure
NUMBER OF EVENTS HELD64
In order to develop new power transmission infrastructure, REN must comply with a series of strict prior procedures, which ensure viability, legal compliance and alignment with communities needs and the environment before construction can begin. The National Electricity Transmission Network (RNT) and the National Natural Gas Transmission Network (RNTG) lines are subject to environmental studies and evaluation by the licensing entity. Lines with a voltage of 220 kV or more and longer than 15 kilometres and pipelines with a diameter of more than 800 mm and a length of more than 40 km are subject to a formal Environmental Impact Assessment and Public Consultation procedure published on the Participa (Participate) portal. All stakeholders and local authorities involved are called to participate.
Technical and administrative licensing is carried out by the General Directorate of Energy and Geology (DGEG), after environmental approval by the Portuguese Environment Agency (APA).
REN has an internal Procedure that defines the rules and processes for managing and supervising the environmental impact assessment process for projects that require an environmental impact statement or environmental compliance statement and subsequent electrical licensing of electrical infrastructure projects. This Procedure defines how REN relates to the various parties involved in the various phases of investment projects.
DONATED VEHICLES
The relationships established with official entities form an integral part of REN's daily activity. Based on the premise of close, clear, and transparent communication, REN holds meetings and clarification sessions with local authorities, parishes, school communities, Volunteer Fire Fighting Associations and other local stakeholders, in close coordination with the company's operational departments. The Sustainability and Communication Department manages this work through the Local Community Support Team.
This relationship is essential to the process of developing power transmission infrastructure to ensure that the best corridor and final layout is defined. In liaison with stakeholders, REN identifies the possible corridors for the lines routing.
INTERACTIONS WITH LOCAL STAKEHOLDERS
All valid alternatives are analysed under the Environmental Impact Assessment process. During the studies, up to date information is requested from municipal authorities, ward offices and other administrative bodies.
NUMBER OF MEETINGS WITH LOCAL AUTHORITIES

Corridors are stretches of land with an average width of 400 meters, where alternative routes can be studied. The goal is to identify a preferred corridor, within which impacts are minimized and where future lines will be built. After the route is chosen and is licensed, a stretch of 45 meters is defined, centred on the line's axis (Right-of-Way).
64 Events include clarification sessions with local parishes, presenting awards, and other community actions.

REN provides communication and management with stakeholders, ensuring the monitoring of requirements and expectations relating to possible social and environmental compensation due to the construction of lines and substations to strengthen the National Transmission Network (RNT). This work includes the analysis and response to different requests from local bodies, such as municipal authorities, associations, and communities, as well as other stakeholders impacted by infrastructure.
We also manage requests for support and sponsorship, promoting initiatives and projects that contribute to the sustainable development of communities and the mitigation of the impacts of our activities. This process is conducted in a collaborative and transparent manner, reinforcing the company's commitment to creating shared value and proximity to stakeholders. Accordingly, an internal procedure for the Management of Donations and
Sponsorships was developed. This Regulation sets out the rules and criteria to ensure that all actions have transparent and responsible management and are in alignment with REN's sustainability approach.
For REN, relations with land and Right-of-Way owners are vital to ensure the efficient management of the Right-of-Way. For this reason, we strive to maintain ongoing and effective dialogue with owners. We are also committed to establishing formal compensation mechanisms for the fair and transparent use of their properties, thus reflecting our dedication to building relationships of trust and mutual respect. These relationships are managed at all stages of implementation of the electricity and gas networks, as well as during subsequent infrastructure maintenance.
In addition to compliance with current legislation and infrastructure security,
the Right-of-Way management seeks to ensure the compatibility of infrastructure with local communities and the environment. Our integrated vegetation management strategy is based on the principles of creating shared value and promoting ecosystem services.
The actions we implement are carefully monitored and evaluated at the end of each process, ensuring their effectiveness and alignment with the goals of mitigating impacts and promoting environmental and economic value. This approach allows REN's operational needs to be balanced with the interests of local owners and communities.
In order to meet the needs and expectations of land owners where Rightof-Way are installed for electricity and gas transmission networks, REN provides a multi-channel telephone contact mechanism which operates on weekdays from 09:00 to 19:00, or via the form available on our Website.
Emails and letters received
36,167 Right-of-Way owners contacted
Since 2021, this service has received and registered contacts centrally, thus ensuring correct forwarding and tracking of all communications. This has enabled the full scope of the relationship between REN and our interlocutors to be monitored. The channel also makes it possible to identify the status of requests sent by the owners and to measure response times, thus facilitating the management and ongoing improvement of processes.
In addition to the above-mentioned channel, contacts can also be made via e-mail to [email protected] or by post. I
Integrated management report
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REN ensures the health and safety of communities that are close to our infrastructure.
Electricity transmission lines produce a light buzzing noise. This sound results from a physical phenomenon called "crown effect" and is more intense and detectable during damp weather, when it is misty, raining or there is a light wind. The lines are always designed so that this phenomenon is minimized and the sound emitted meets all legal limits. When we receive any notification of loud noise near a line, we measure the noise level at the site and, if figures are confirmed that do not comply with legislation, correction measures are implemented.
Electromagnetic fields (EMF) generated by power transmission lines are of very low frequency and do not affect living beings,
which is why they are called non-ionizing, in other words, they cannot break down the molecules of the body or affect cells.
Portugal has legislation that guarantees the complete safety of people and property under and in the immediate vicinity of lines, in accordance with the latest recommendations of international health organizations. Portuguese legislation and regulation coincide with European legislation and World Health Organization (WHO) recommendations. All RNT lines strictly comply with the law, and this compliance is verified by the competent authorities.
In addition to the regular monitoring, it carries out along the lines, whenever requested, REN measures the intensity of EMFs around its lines in order to check their compliance with the legislation.
MEDEA project
To foster knowledge of physics and the study of electromagnetic fields among young people in Portugal and society in general, REN promotes the MEDEA project, in partnership with the Portuguese Society of Physics. This project encourages high school students to carry out measurement work on very low frequency electrical and magnetic fields next to their school, at home and close to electrical power transmission lines, and to then search for scientifically credible information on the possible effects of these fields on human health. Participating schools receive an electric and magnetic field meter that they can use during the project. At the end, each team presents a video and poster on their project. Teams with the best work receive a prize.
In 2024, in the 14th edition of this project, first place was awarded to the students of Lordelo Primary and Secondary School, in Paredes. An honourable mention was also given to students of the Paços de Ferreira High School. The winning team measured the values of magnetic fields in electrical power transmission lines, substations, and power cables for a heater, comparing the values obtained with the maximum allowed by legislation.

Social responsibility and sustainable communities

In 2024, REN donated five vehicles to social sector organizations, which will help improve the services they provide. The Pedralva Social Recreational and Cultural Centre, the Oliveira do Hospital Association for the Recovery of Challenged People, the Fermedo Escariz, and Mato Social Cultural Centre, the Cachopo Parish Center and the Salvador Association were all institutions which we provided support to.
With a view to strengthening our commitment to fire prevention, REN and the Portuguese League of Firefighters, organized a training session in Tábua on forest fires and electrical infrastructure security. The initiative brought together around 30 corporations and firefighting personnel also participated in a practical fire prevention exercise which took place at the REN Substation in Tábua. There were around 150 firefighters from the districts of Aveiro, Castelo Branco, Coimbra, Leiria and Viseu as well as other civil protection officers.
In response to the devastating fires that ravaged several municipalities in northern and central regions of the country, in September 2024 we started a joint 48 hour operation involving several areas of the company and under the guidance of the League of Portuguese Firefighters. 140 campaign beds were provided along with water bottles, energy bars, saline solution, bandages, among others. This support provided to the voluntary fire brigade forms part of the company's spirit of solidarity
for the tireless work that fire brigades provide in the protection of human life, property, and forests. It also falls under our policy and strategy for preventing and combating forest fires and protecting infrastructure (66% is located in forests), in conjunction with all the competent authorities. Since 2009, REN has donated almost 100 vehicles to help prevent forest fires, both to voluntary firefighting corporations and to municipal fire prevention teams.
Also, with regard to fire prevention and firefighting, during the entire fire season, REN has six prevention and surveillance teams in operation, available 24 hours a day, seven days a week. These teams are equipped with primary intervention equipment allowing them to deal with fire outbreaks at an early stage. Also of note is the important work we have carried out in vegetation management and reafforestation of infrastructure Right-of-Way that aims to ensure not only resilience of infrastructure, but also the resilience of surrounding territory. See chapter 4.2.3 Biodiversity.
REN supported another edition of the REN Solidarity Race and Walk from Pedome to Oliveira Santa Maria. This is a solidarity event that also helps the Riba de Ave Volunteer Firefighters via the donation of part of the proceeds from registrations, reinforcing the support to the corporation and the essential services it provides to the community.
The REN Participatory Budget (RPB) is an internal REN initiative that allows employees to choose associations and/ or initiatives to support. In 2024, there were 1,364 voters (vs. 1,048 in 2023, +30%), in a total of
112 supported entities. Since 2019, the RPB has supported 112 social, cultural, and environmental projects and initiatives from the north to the south of the country. Through the RPB, all employees can vote for the projects, causes and initiatives that they consider worthy of our financial support.
1,048In 2023
REN Participatory Budget (RPB)
1,364 Voters
in 2024
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As part of the "Giving Tuesday" initiative, a day that remembers the importance of giving to make a difference, we sponsored young people taken in by the House for Boys (Casa dos Rapazes), through gift cards given by our employees. Under the slogan "You & Me" we once again participated in the Food Bank initiative against Hunger in Lisbon, Porto, and Vila Nova de Santo André (Sines).
The AGIR Award recognizes projects submitted by associations, companies, and non-profit organizations. The winning projects are
awarded:
The money raised from the recycling of 11 tons of electrical and electronic equipment collected between May and June 2024 was donated to Ajuda de Berço, (Association Cradle Help), an organization which provides love, care, and affection and a home for unprotected babies and children. This support forms part of the sales contract established with Electrão for the recycling of REN's electrical and electronic waste (computers, printers, monitors and all kinds of electronic waste). The contract was signed in 2019 and has already led to more than 100 tons of this type of waste being recycled over the last four years.
In 2024, we celebrated the 11th edition of the AGIR Award, dedicated to "Supporting the Homeless", which reflects our commitment to the 2030 Agenda and is based on the 17 Sustainable Development Goals. 29 applications were submitted to this award, which forms part of REN's Social Responsibility Policy. The winning project was "Cais Recicla" (Cais Recycles), part of the Cais Association, which aims to expand the activity of the Cais Recicla Workshop, where homeless people acquire skills and working habits, which facilitate their future reintegration into the workforce. "É um Catering" (It's a Catering Company) from the Crescer Association, won second prize. This project is a social business that replicates the model of the project "É um Restaurante" (It's a Restaurant) (winner of the AGIR 2020 Award) and that seeks to integrate people who have been homeless, young ex-prisoners, refugees, and migrants into the labour market through an innovative project in the catering sector: A catering service, with an appealing menu, designed by a reputable
WINNING PROJECT SECOND PLACE THIRD PLACE
30,000 € 15,000 € 5,000 €
chef for external organisations. Thirdly, the Red Cross project "Closet4all", the purpose of which is to acquire and assemble cabinets and lockers to enable homeless people to safely store their belongings and documents. The cabinets are to be installed in the facilities of an existing organization, which will allow other services to be used, such as access to health consults and personal hygiene.
The AGIR Award recognizes projects submitted by associations, companies, and non-profit organizations. The winning project is awarded 30 thousand euros, while second place receives 15 thousand and third 5 thousand euros. Selection falls under the responsibility of REN in partnership with Stone Soup Consulting.
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In 2024, we once again held the REN Award, one of the oldest scientific awards in Portugal, reflecting the importance of education for the sustainable future of communities. Every two years, the REN Award recognizes the best doctoral thesis and the winner receives 30 thousand euros. The three best Master's theses also receive awards every year, with first place receiving a prize of 25 thousand euros, second place 15 thousand euros and third place 10 thousand euros. Every honourable mention receives a prize of 2.5 thousand euros. In 2024, the first prize was awarded to Leonardo Fernandes, from the Faculty of Engineering at the University of Porto (FEUP), for the Master's thesis "Simulation of flow conditions for natural gas and hydrogen blends for different points of the distribution natural gas network".
As a result of a partnership between REN, the Portuguese Language Science Centre (LP) and the Foundation for Science and Technology (FCT), the Scientific Merit Medals REN-Ciencia LP were awarded for the fourth year running. These medals recognize work on energy transition carried out by young people from Portuguesespeaking African countries and are inspired by the REN Award. The winner in the Scientific Merit Medals REN-Ciencia LP - FCT receives 5 thousand euros and second place 2.5 thousand euros. Célia Artur from Mozambique won the first prize in the category Women Researchers, with her thesis "Evaluation of the Potential of Solar Thermal Systems for Domestic Water Heating
In 2024, we once again held the REN Award, one of the oldest scientific awards in Portugal, reflecting the importance of education for the sustainable future of communities.
Applications in Urban and Peripheral Urban Areas of Mozambique: A Case Study of Maputo City". The work focused on modelling the impact of the technological transition from systems currently used for heating domestic water to solar thermal systems in urban and peri-urban areas of Mozambique. In the category Students and Researchers, the winner of the 1st prize was Salomão Joaquim for his thesis "Integration of Hybrid Photovoltaic Systems and Biogas in Energy Planning in Cape Verde - the case of Santiago Island" that investigates the integration of solar energy and biogas as a strategy to diversify the energy matrix of Santiago Island.

In 2024, the first prize was awarded to Leonardo Fernandes, from the Faculty of Engineering at the University of Porto (FEUP)
REN and the Union of Parishes of São Jorge and Ermelo, in Arcos de Valdevez, planted more than 1,350 Ermelo orange The start of this partnership
trees in the Right-of-Way, covering around three hectares of São Jorge wasteland. The planting of this native orange variety, unique in the country, is part of REN's commitment to defending the forest against fires and aims to preserve and promote this traditional regional fruit with a history dating back to the 13th century, and which reached this area at the hands of Benedictine Monks. The start of this partnership was attended by 100 children from year four attending the Valdevez Schools Group, who symbolically planted some of the orange trees. The initiative will generate value for land owners and for the local community, through the sale of the fruit, to be produced as a biological product, allowing producers to access a more exclusive and more financially attractive market.
MAIN ACTIONS UNDERTAKEN FOR ENVIRONMENTAL PROTECTION
was attended by 100 children from year four attending the Valdevez Schools Group, who symbolically planted some of the orange trees.

Ermelo orange trees in the Right-of-Way, covering around three hectares of São Jorge wasteland


REN held the Integrated Vegetation Management Workshop, an annual event promoted by RGI. Passing through Vieira do Minho, Arcos de Valdevez and Valongo, regions where REN has sample projects underway which are recognized as good practices for vegetation management and their sustainability in transmission networks.
The event was attended by more than 40 participants from 12 different countries and 21 entities, including electricity transmission and distribution operators (TSOs and DSOs), non-governmental environmental organizations (ENGO), R&D centres and environmental consultants.
At the event, visits were made to several REN vegetation management initiatives, as per the RGI guide "Best Practice Guide" . The first session took place in the Cabreira Mountain Range, in Vieira do Minho, where the management of vegetation using Garranos horses was seen. This initiative is run in collaboration with the Association of Garrano horse breeders. The group then went to Arcos de Valdevez to learn about the conversion project using Ermelo orange trees, an historic variety in decline.
The event concluded with the presentation and discussion of good practices at the REN facilities in Ermesinde. The event included presentations of innovative vegetation management strategies, discussion on biodiversity and solutions for managing rural fire risks. REN had the opportunity to present the company's strategy and solutions, with emphasis on innovation projects for vegetation management and increasing the resilience of infrastructure to rural fires. The day culminated in a visit to the Palmilheira Community Vegetable Garden, a partnership between REN, the Valongo Municipal Council and LIPOR.



↘ Internal communication
Our communication continues to reflect the company's values and vision, our pillars of action and strategic goals focusing on the transparent and thorough sharing of relevant information. We also aim to achieve the close participation, engagement, and satisfaction of all our internal and external stakeholders while also creating value for the REN brand and for the work we carry out under our mission and through the commitments we make.
Greater focus on security issues and under the motto "Knowledge for your protection", REN produced a number of videos on threat prevention and security measures at electricity and gas transmission network facilities. The aim was to raise awareness
and alert employees to the need for full and unequivocal compliance of the strict requirements and guidelines required for access to these facilities.
In line with the company's commitments and strategic vision to ensure the viability of the energy transition, based on a considerable increase in investment and the strengthening of sustainability commitments - the pillars that will form the base of the future of REN - the major operational projects that marked the years 2023 and 2024 were also prominent in our internal and external communication. This was also the case with the positive impact and added value that we bring to the local communities and the planet.
The importance of energy, essential for quality of life, and the paths that increasingly intersect with commitments for a more sustainable future, where REN plays a crucial role, have also led us to look at this issue through the eyes of children. With the stories of electricity and gas told by the voice of children, we took these two stories, which intersect with the history of the company, to the children of today, the adults of tomorrow.
Maintaining the trend of recent years, and with a slight increase in relation to 2023 and 2022, 99% of employees continue to value the information published in REN media (97% in 2023 and 2022). The characteristics most highly-prized in REN communication
by employees are the up-to-date nature and diversity of content, the ability to bring people and teams closer, and a range of topics that goes beyond the business. In 2024, employees once again considered information sharing as important, in both internal as well as external contexts - 99% (vs. 97% in 2023 and 2022).
II ↘ 2024 data Followers

Based on the results obtained in the Annual Communication Questionnaire, the intranet (98%) continues to be preferred by employees as the means of communication, and is also the most consulted.

Based on the results obtained in the Annual Communication Questionnaire, the intranet (98%) continues to be preferred by employees as the means of communication, and is also the most consulted. 91.79% of respondents consult the intranet at least once a week and 49% every day. Internally, the monthly newsletter (93%) continues to be one the most valued forms of communication by employees. For information provided outside the company, of note were the REN website (83%), LinkedIn (57%) and Instagram (44%).
Topics relating to operational projects, company initiatives, innovation, cybersecurity, as well as social responsibility and sustainability, volunteering, training and development programmes, personal stories and achievements, both professional and personal continue to be employee favourites. Increasingly, features on occupational safety, gender equality and data protection are also enjoyed.
Efficiency, the weighting of individual choices and the difference the smallest gesture makes marked the second edition of "Encontros com Futuro" (Meetings with future). Promoted by REN in conjunction with the Público newspaper, and with the future of ESG as the target topic, keynote speakers in the debate on sustainability in 2024 included Jorge Moreira da Silva,
Executive Director of the United Nations Office for Project Services and former Minister of the Environment and Energy, as well as Maria José Ferreira, from BioShoes4All and Research Director of the Portuguese Footwear Technology Centre (CTCP), and Fionn Ferreira, a Forbes 30under30 entrepreneur.
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Interactions/ views

REN's digital presence on social networks and the renewed institutional website, played a key role in bringing us closer to the community.
"What is the future of ESG?", an analytical approach to Social and Environmental aspects and a broader look at corporate sustainability focusing on the vital and transversal role of the circular economy, was the key theme during this second edition of "Encontros com Futuro" (Meetings with future), an initiative with the aim of promoting debate and improving literacy in Sustainability.
The three sessions can be seen in full on the REN Youtube page, where video reports of each meeting are available.
2024 was marked by the consolidation of our external communication strategy, in alignment with our corporate objectives and reinforcing our role as a leader in the energy transition in Portugal. Communication highlighted initiatives in sustainability, innovation, and vital contributions to the security of energy supply.
REN's digital presence on social networks - Instagram, LinkedIn, Twitter, and YouTube - and the renewed institutional website, played a key role in bringing us closer to
the community, functioning as a point of contact and platform to promote projects and activities. REN's website continues to be a core channel for information sharing, which this year saw more than 230 thousand views, particularly in the areas of Careers, Investors and Activity. Consistent growth in the number of followers and engagement on social networks reflected particular interest in publications on new work in the electricity grid, social responsibility initiatives and data on energy consumption.
This digital strategy, based on open and transparent communication, reinforces our commitment to social responsibility, sustainability, and innovation, consolidating our position as a driver of the energy transition and contributing to a more sustainable future.
Corporate volunteering represents a commitment by REN to the community and forms one of the pillars of our Social Responsibility Policy.
REN's Volunteering Policy, available internally to all staff, enables employees to volunteer for 16 hours per year. Three main spheres of volunteer work have been defined under our internal corporate volunteering policy, skills volunteering, guidance, and teams providing educational, environmental and solidarity volunteer work.
During 2024, 43 voluntary actions were carried out, with participation by 328 volunteers, which resulted in a total of 1,881 hours of volunteer work (+23% more than in the previous year).
Of note among the actions carried out in 2024:

Voluntary actions
328
Volunteers

of volunteer work


+23%
to 2023
In a similar manner to last year, in 2024, more than 60 employees returned to the Tapada de Mafra nature reserve, with the shared mission of cleaning and preserving the ecosystem, an initiative that is now in its 9th year. This initiative is part of a more comprehensive project that REN has carried out at the Tapada de Mafra, which after this action, has covered a total of 23 hectares. This initiative demonstrates our ongoing commitment to sustainability and to meeting the goals of Agenda 2030.
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The principles and values that guide REN's actions are anchored in the pursuit of ethics and integrity, the prevention of corruption and related offences, conflicts of interest management and the defence of fair competition. These pillars are essential when interacting with all the stakeholders involved, making it possible to establish solid relationships with high standards of trust and transparency.

| 1 - - - - |
|---|
| ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
TRAINING ON THE PREVENTION OF RISKS CONCERNING CORRUPTION AND RELATED OFFENCES

REVIEW OF THE PROCEDURES APPLICABLE TO THE HANDLING OF IRREGULARITY REPORTS AND RESPECTIVE INVESTIGATION MAKING THE WHISTLEBLOWING CHANNEL AVAILABLE ON THE INTRANET AND ON REN GROUP WEBSITES

REVIEW AND IMPLEMENTATION OF THE INTERNAL PROCEDURE FOR DONATION AND SPONSORSHIP MANAGEMENT

0
COMMUNICATION OF IRREGULARITIES REGISTERED, ANALYSED, AND DEALT WITH
CONVICTIONS, WITH 0 FINES IMPOSED ON REN FOR VIOLATIONS OF ANTI-CORRUPTION LAWS

| 16 PEACE, JUSTICE AND STRONG INSTITUTIONS |
17 PARTNERSHIPS |
|---|---|
| ------------------------------------------------- | -------------------- |


Ethical conduct is a priority in REN's activities, so it is essential to recognize the main IROs that shape our actions.

Protection of whistleblowers through anti-retaliation policies and procedures
Throught whistleblower protection, REN encourages and enables all stakeholders to express their concerns.
Anti-fraud corruption, and bribery As with all activities, REN may encounter occurrences involving illegal or unethical practices related to fraud, corruption, and bribery, etc. As such, a series of Policies and Regulations, actions and initiatives are available to promote an ethical and anti-corruption culture throughout the Group and with respect to stakeholders, including suppliers.

Whistleblowing Several different channels exist for reporting irregularities, both for internal and external stakeholders, in all regions where REN operates, thus making it easier to identify possible situations of irregularities and breaches of our Code of Conduct. II
Given the nature of the REN Group as a public service concessionaire and public utility infrastructure manager, our companies are especially accountable for implementing an ethical and responsible management model.
REN is focused on preventing and combating crime, particularly money laundering, terrorist financing, corruption, and related offences. To this end, using a wide range of mechanisms, REN is committed to ensuring compliance with the best practices and standards of ethics and integrity, which include the following management instruments:

65 Policies and Regulations are available on the REN website and/ or the Intranet, with widespread access provided.
• Supplier Code of Conduct.

• Communication and awareness;
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ESRS G1-1 ESRS G1-3

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Review of internal policies and regulations In 2024, a number of internal policies and regulations were reviewed, such as the Remuneration Policy, the Nominations and Evaluation Committee Regulations, the Ethics Committee and Corporate Government Regulations, the Board of Directors Regulations
Donations and Sponsorship Management The Internal Procedure for Donations and Sponsorships Management, approved in 2024, sets out the rules and criteria for donations and sponsorships provided by REN, ensuring that all actions are in alignment with the Company's Sustainability Strategy. This procedure seeks to ensure transparent and responsible management, promoting initiatives that are in line with strategic objectives and contribute to communities' sustainable development.
REN has set a target of achieving certification under the ISO 37001 standard on anti-corruption management system. As part of the adaptation procedures for certification, a series of improvement measures were established, some of which were implemented during 2024.
REN has set a target of achieving certification under the ISO 37001 standard on anti-corruption management system.
From a management and governance perspective on ethical culture, REN has several bodies responsible for ensuring compliance with the provisions of different regulations, codes, and policies and for following-up and monitoring the results of the respective implementation.
These bodies and committees include particularly the Ethics and Corporate Governance Committee, the Audit Committee, the Regulatory Compliance Officer, and the Risk Management Committee, as detailed in the Corporate governance report.
During 2024, REN created a regulatory compliance department with a view to progressively matching the company's organizational structure to the challenges of a sector that is undergoing far-reaching transformation. This reinforcement is the result of REN's ongoing commitment to compliance with legal standards, internal policies and external guidelines.
↘ Procedure for handling irregularities REN STAKEHOLDERS OR REN GROUP COMPANIES AUDIT COMMITTEE BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE 1 2 3 4 5 RESPONSIBLE PARTIES: COMMUNICATION PRELIMINARY ANALYSIS VERIFICATION PROCESS FINAL REPORT APPROVAL OF REMEDIAL MEASURES (IF APPLICABLE)
REN provides a channel to report irregularities which is accessible to shareholders, members of corporate bodies, directors, employees, service providers, partners, consultants, customers, suppliers, and other REN Group stakeholders. This channel may be used to report irregular practices relating to these entities with respect to their duties or professional relationships, including information obtained during recruitment or in pre-contractual negotiation phases. The procedures applicable to communicate irregularities are intended to ensure:
The process to deal with irregularities consists of five main phases, with the intervention of different officers.
The Audit Committee sends the whistleblower a confirmation of receipt of the report of an irregularity and informs them of the measures envisaged or adopted to follow up on the communication and the respective grounds, unless the disclosure of such information conflicts with compliance with legal obligations or legitimate orders from the authorities. The communication of an irregularity must be made voluntarily, orally or in writing, and contain the elements and information necessary to allow the irregularity to be assessed.
The concept of "irregularity" includes all situations that are detected, of which there is knowledge or well-founded suspicions relating to possible illegal acts, offences or irregularities relating to breaches of the law, statutory, deontological or professional ethics standards, more specifically those set out in the Code of Conduct and Integrity Policy or the rules set out in any internal documents or regulations, recommendations, directives or guidelines applicable to REN, or to any company within the REN Group.
Verbal complaints may be submitted by telephone or voice message systems, and/ or, at the request of the complainant, in a faceto-face meeting. The online whistleblower channel allows complaints to be made in writing or orally. If whistleblowers opt for oral submission, they can choose whether they want their voice to appear distorted or not.
Reports can preferably
online reporting channel.
be made through an
REN and other companies in the Group may not dismiss, threaten, suspend, intimidate, harass, persecute, withhold or suspend payment of salaries and/ or benefits, demote, transfer or, in any other way, adopt any discriminatory or retaliatory behaviour or threat in relation to:
i) a whistleblower, on the grounds, even if undeclared, of reporting an irregularity that has been made in good faith, truthfully and in compliance with the respective procedure or
ii) any person who provides any information or collaborates in a fact-finding process or participates in any investigation.
Review of procedures for reporting and investigating irregularities REN has revised the procedures applicable to handle reports of irregularities and
it possible for reports not only to be made by e-mail and/ or telephone, but also to be made through an exclusively online reporting channel. In 2024, REN implemented a new whistleblower channel, which aims to strengthen existing channels and reinforce the infrastructure for receiving and analysing information on irregular practices, based on an electronic platform that ensures encryption and the full anonymity of whistleblowers.
the respective investigation, making
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The Regulations on Transactions with Related Parties and Prevention of Situations of Conflicts of Interest is part of the mechanisms implemented at REN with a view to preventing and identifying situations of conflicts of interest and, consequently, a greater degree of transparency in the market.
Among other aspects, the Regulations state that whenever there is a significant transaction with related parties, this transaction must be submitted by the Board of Directors to the Audit Committee for appraisal.
In the event of a conflict of interest, including potential conflicts of interests, where those concerned are directors or members of corporate bodies or committees, they must not interfere in the respective decision-making process, more specifically they:
• Must not receive information related to such matters (namely preparatory information that is sent in anticipation of a meeting where this point will be discussed and voted on);
As part of compliance with the independence rules established in relation to the external auditor/ statutory auditor, the Audit Committee monitors the provision of non-audit services in order to ensure that they do not give rise to situations of conflict of interest.
Information on transactions with relevant related parties that occurred during the year is disclosed in the Accounts and Corporate governance report, without prejudice to any other communication required by the legislation and regulations in force.

Furthermore, in 2024, in collaboration with an external provider, face-to-face training was given which was adapted to each of the business units most exposed to corruption risks and related offences in accordance with the Plan for the Prevention of Corruption Risks and Related Offences, including training specifically directed at members of the Board of Directors.
The course on "Ethics and Code of Conduct and Prevention of Corruption Risks" is compulsory for all REN employees and will be renewed every two years. The course, with theoretical and practical components, seeks to inform on the most relevant concepts concerning ethics, the Code of Conduct, REN's Integrity Policy, and the Plan for the Prevention of Corruption Risks and Related Offences, as well as to explain how such staff members should act in the performance of their duties. The course also focuses on the procedures applicable to reporting and dealing with communications of irregularities.
The course is always available online and can be taken by all employees who wish to do so more than once and whenever they need to go into more detail on any of the topics covered.

93% of employees concluded this training in 2024
From the point of hiring, regardless of the employment relationship, employees are trained in the REN Group's Code of Conduct.
REN has strengthened communication and tools for learning and raising awareness among employees with regard to these matters, particularly with respect to the prevention of corruption and related offences and reporting of irregularities (whistleblowing), including training (in e-learning and face-to-face formats), and dissemination of information on the intranet.
From the point of hiring, regardless of the employment relationship, employees are trained in the REN Group's Code of Conduct, the procedures applicable to the communicating of irregularities, the REN Group Integrity Policy and the Plan for the Prevention of Corruption and Related Offences. The regulations and policies are provided to all employees and are permanently available in REN buildings, on websites (internet and intranet) and are subject to regular testing.
ESRS G1-1 ESRS G1-3 GRI 2-23 GRI 205-2

REN has maintained control in matters relating to the implementation of a culture of ethics and anti-corruption with suppliers, via the strengthening and practical implementation of the following procedures and initiatives:
• As part of these purchasing procedures, REN requires suppliers to declare (by signing and confirming that they are so bound) that their representatives do not appear on any of the lists of persons and entities subject to financial or commercial sanctions imposed by international entities, and are not subject to any of the situations of impediment provided for in legislation. As such, suppliers also declare that they undertake to notify REN immediately should the situation change and that they are fully aware that failure to comply with provisions and any false declarations will result in, as the case may be, exclusion of the application or the tender or the cancellation of the adjudication.
To learn more about how REN manages the value chain, see chapter 4.3.2 Supply chain management.
REN does not carry out lobbying activities, nor makes any direct or indirect monetary or in-kind contributions to political parties or associated organisations. This REN commitment to ethics and integrity is particularly established in our Integrity Policy.
REN is listed in the European Union Transparency Register under number 36820998995-30. Figures reported under this register refer exclusively to costs associated with REN's activities, in accordance with its competences and attributions, with European energy
sector entities, as well as resources directly allocated to activities related to European topics.
In detail, REN's activities in the European context are essentially technical in nature, involving participation in European associations that share specific technical knowledge, positioning, and good practices in the energy sector, and in the capacity of REN Group companies that are public service concessionaires and transmission network operators. Interaction takes place with the following entities:
REN is fully committed to total transparency in all interaction with public and private entities.
European associations representing Electricity and Gas Transmission Network Operators.
European association promoting the development of a sustainable and efficient hydrogen economy, focusing on the energy transition.
RGI (Renewable Grid Initiative) and Med-TSO (Mediterranean Transmission System Operators). REN benefits from grants for projects and initiatives of public interest, in accordance with applicable legislation and regulations. Reported amounts correspond to financial support granted by the European Union or other public entities for the development of specific projects. For more details, see table GRI 201-4.
REN is fully committed to total transparency in all interaction with public and private entities, and there is no direct or indirect financing related to lobbying activities or political influence.
Investment in innovation and development is a core aspect of REN's strategy, backed up by a technological and sustainable vision that ensures excellence and continuity in the services we provide. With a culture that invests in and challenges teams, we promote innovative solutions to address climate challenges, contributing to the energy transition and sustainable progress.



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In addition to the material issues within the scope of the ESRS, other issues related to its activities were identified, including innovation. The IROs identified are:
Operational innovation
Through operational innovation projects, REN promotes solutions that ensure an efficient and effective energy transition, contributing to the fight against climate change and reinforcing the performance of excellence in the security and quality of energy supply.

OPPORTUNITIES
Innovative projects
REN identifies a strategic opportunity in operational innovation, investing in the development of disruptive solutions that enhance the efficient fulfilment of energy transition objectives, strengthen the security and quality of energy supply and consolidate the company's performance of excellence.
REN's ambition has been to make its innovation culture distinctive and exemplary, contributing to the development and implementation of innovative solutions that can be incorporated into the Group's various companies and that help position REN as a facilitator of the energy transition.
The culture of innovation is disseminated throughout the different areas of the company, through the Operational Innovation Department, as well as through the Energy Research Centre REN – State Grid, S.A. (R&D NESTER), an entity owned
by the REN Group for conducting research, development, and innovation (RD&I) activities in energy systems solutions.
RD&I are integral to REN's overall strategy. Therefore, we have intensified our efforts to create and develop solutions that promote the efficient and effective achievement of energy goals. These initiatives also play a vital role in fighting climate change and enhancing the company's exceptional performance in ensuring the security and quality of energy supply.
To promote and coordinate initiatives that drive innovation,
creating value and anticipating trends to strengthen REN's competitiveness.
| OUR MISSION OUR VISION |
|---|
| --------------------------- |
To be a driver in the development of innovative solutions that contribute positively to the energy and digital transition and generate a positive impact on communities and the environment.


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The strategy is aligned with the Group's mission and values, ensuring compliance with legislation and regulations, and ensuring the ongoing performance improvement. Focused on innovation and in alignment with stakeholder expectations, this strategy aims to strengthen organizational culture and develop an innovation ecosystem. To this end, it is structured around four strategic pillars that guide RD&I projects:

Contribute to the company's operational improvement by identifying new methodologies, processes and technologies focusing on maximising supply guarantees, continuity, and quality of service, as well as infrastructure robustness and resilience.
Modernize assets and implement a smart vision of infrastructure and operation management, as well as process efficiency, and the development of a more technological component applied to operational areas.

Develop initiatives that promote the pursuit of innovative and sustainable practices throughout the value chain, as well as drive and support proposals for new regulatory models and legal framing that reflect the needs arising from paradigm changes in the energy sector.

Drive RD&I initiatives that apply in new contexts, beyond the REN Group, contributing to the generation of new businesses.


Invested in innovation since 2019
500 K€ 1.9 M€ Value invested in 2024
The REN Group innovation strategy, supported by the Research, Development, and Innovation Policy, is based on fostering a culture of innovation that not only adds value to the company, but also generates new business. This approach includes the development of an open ecosystem for innovation and the integrated management of RD&I projects, focusing on identifying and implementing sustainable and competitive advantages and strengthening the strategic pillars of RD&I.
Since 2019, around 2.6 million euros has been invested, demonstrating our growing commitment to innovation. In 2024, approximately 500 thousand euros were invested.

Planned investment in the 5 rollout projects
Planned investment in the 16 ongoing RD&I projects
The operational innovation portfolio includes several projects carried out at different REN Group companies, particularly the projects carried out for REN Elétrica.
The project portfolio currently consists of 16 RD&I projects underway, with total forecast investment of 6.1 million euros and five projects currently being rolled out with estimated investment of 1.9 million euros.

QUALITY AND BUSINESS CONTINUITY
thus ensuring asset integrity.
and gas stations
Gas pipeline monitoring via fibre optic sensors
such as weed removal and simultaneous herbicide application.
In 2024, a total of 20 projects were submitted to SIFIDE as part of the operational innovation portfolio, an increase of seven projects compared to 2023.. Due to their relevance and alignment with our sustainability strategy, the following projects are of special note:
Pilot project that aims to implement a real-time gas pipeline monitoring system to detect leaks and third-party intrusions or vandalism,
Use of robots to control undesirable vegetation in electrical substations
With the aim of developing equipment that can autonomously and robotically carry out the most significant maintenance operations in technical facilities,
The goal of this project is to monitor the infrastructure and right-of-way of the National Electricity Transmission Network and the National Gas Transmission Network autonomously and evaluate their impact on activities considered critical to REN operations. The aim is to train teams to handle drones, process images and raise awareness of issues related to flight authorisations and image capture.
A project that seeks to assess benefits in the use of satellite images in REN activities, more specifically, to support the management of the right-of-way area. Includes the monitoring and detecting of changes in right-of-way areas and response to disaster situations.
Agenda for the digital transformation of forest value chains – Recovery and Resilience Programme (financing programme). Agenda TransForm is the result of an ambitious and unprecedented collaborative effort in Portugal to answer effectively to the challenges currently presented by digitalization and carbon neutrality. The agenda consists of an integrated approach based on 30 interrelated collaborative projects that will create 11 products, processes, and services of greater added value in the intervention priority areas identified by sector agents in the different pillars making up the base forest supply chains.
CENTRODEC – Support Centre with multi-sensory data for forest protection - Implementation of a decision support centre with multi-sensory data to support the protection of REN infrastructure and the respective land and surrounding infrastructure against extreme weather phenomena (fire and other events), a scaling-up of the rePLANT project.
OPTIVEG – Sustainable optimization of vegetation management operations - Development of an innovative technological solution to support operational planning, with a view to improving the sustainability of vegetation management operations.
ELECTRIC MOTORIZATION IN FORESTS - Studies and action plans to accelerate the electrification of the forestry sector in Portugal.
Development of a bird collision detection system for OHL lines, using distributed sensing on the optical fibres existing in the earth wires.
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REN's innovation programme has its own identity "RENenergy for tomorrow", aligned with the values of our organization and innovation strategy.
With the goals of strengthening the culture of innovation in the organization and promoting value creation and connection with the ecosystem, the following initiatives are of note:
Sharing sessions with special guests, mainly external, aiming to engage employees and raise awareness on relevant topics, enhancing the company's innovation culture and contributing to internal knowledge. Three sessions were held in 2024. The first was attended by a guest from the Nabeiro Group, the second by a speaker from the Centre for Computer Graphics and the third by two guests from the Brisa Group.
Short-term programme focusing on exploring new trends or emerging technology, with the aim of developing ideas for possible project start up. In 2024, the group of employees from different REN operational areas sought to explore/ develop ideas for projects in digitalization and artificial intelligence.
World Creativity and Innovation Day 2024 was celebrated at REN with the launch of the Innotalks initiatives. The first session took place in the Innovation Room and was broadcast via streaming. The new symbol for REN's Innovation Programme was also launched on this day.
This trainee programme aims to encourage and strengthen the REN innovation culture among our youngest staff members, actively involving them in this process. The fifth edition of this programme was held in 2024, focusing on decarbonization and energy storage technologies.
During the year, two workshops were also held on Artificial Intelligence. The first, open to the entire organization, focused on presenting the topic, highlighting the potential application at REN. The second, conducted with a consultant in the technology and engineering fields, focused more on how these technologies can impact on REN's operational areas. The topics of digitalization and Artificial Intelligence came under particular focus in the innovation department in 2024, due to the enormous potential these technologies could have on operations.
Also noteworthy is REN's participation in the Research, Development and Innovation Committee (RDIC), whose mission is to coordinate R&D activities and fulfil the R&D mandate within the scope of the European Union's Clean Energy Package.
In 2025, we will continue to focus on promoting a culture of innovation and generating new ideas through specific brainstorming and idea generating sessions with operational departments and more general sessions for sharing experiences and knowledge.
Examples are the "coffee talk" sessions, open to the entire organization. In these casual-atmosphere sessions to share experiences, internal guests talk about an innovation project or initiative at coffee breaks.
We will also continue to invest in innovation workshops, in the different models that have been tested (online, face-to-face, with only internal employees and with the collaboration of external entities). We will continue with this work due to its relevance in identifying new needs and in the across-the-boards nature of knowledge among the different departments within the organization. In this regard, we will continue with Innotalks, where external guests talk about innovation.
Due to its relevance and application potential at REN, we will drive the development of ideas and projects in the areas of drones, AR/ VR (Augmented Reality/ Virtual Reality), Artificial Intelligence (AI), Digitization, the Internet of Things (IoT), Sustainable Technology and ESG, Big Data, Blockchain, Sensors and Automation and Robotics.
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R&D Nester, an entity 50% owned by the REN Group, was established in May 2013 with the purpose of operating as an independent and innovation-driven global research and development centre. With a multicultural DNA and a long-term strategic vision, R&D Nester is dedicated to driving solutions that promote the development of a smarter, more efficient, cleaner, and more sustainable energy system.
R&D Nester's main areas of work include the simulating and planning of electrical power systems, renewable energy management, smart grid technologies and energy markets.
Recognized by the Portuguese government in 2014 as a suitable entity in the area of Research and Development (R&D) (Order No 4058/2014), R&D Nester has been certified since 2015 in RD&I, in accordance with the NP 4457:2021 standard. The company is also certified in accordance with the ISO 9001, 14001 and 18001 standards. Over the years, R&D Nester has consolidated its innovative capacity by registering three patents: two international and one national.
Of note with respect to its strategy and general goals, the following stand out:
In terms of infrastructure, of note is the R&D Nester laboratory with high-capacity computers for simulating, analysing, and studying advanced energy networks in the areas of power systems and communications capable of the real-time analysis of energy systems, including the acquisition of additional devices. The laboratory is listed in the Smart Grid Lab Inventory 2018, issued by the European Commission's Joint Research Centre.
Through more than a decade of activity, R&D Nester has accumulated extensive experience in the energy sector, developing excellent technical and scientific skills. This knowledge, combined with the expertise of its employees, allows the company to anticipate the needs of the sector, meet complex challenges and create innovative solutions that ensure safer, more efficient, and more sustainable operations. R&D Nester's multidisciplinary team is the driver behind its success, translating strategic vision into concrete results that contribute to a smarter and cleaner energy future.
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| Centre strategy OBJECTIVES |
STRATEGY |
|---|---|
| Knowledge | Build a knowledge platform, developing |
| innovative solutions applied to energy systems and establishing a strategic "triangle", including Universities, RD&I Centres and Industrial Partners. |
|
| Technological | Develop new tools and strategies |
| development | in tune with shareholder requirements. The results of R&D projects should promote the creation of more efficient energy systems. |
| Specialized | Catalyse specialized services |
| services | (e.g., consultancy and training) to be provided to shareholders |
| and external entities, guiding RD&I projects to value creation. |
|
| Global RD&I network |
Establish partnerships with international RD&I institutions |
| in order to set up a global |
technological network.
Energy Research
The Energy Research Centre strategy has remained unchanged since its inception. Its mission is to establish an international knowledge platform to act as a catalyst for innovative solutions and approaches. The knowledge gained is applied to the operating and planning of energy transmission networks, and the development of new tools and strategies which are aligned with the new energy paradigm. Further aims are to promote the construction of more efficient and more sustainable energy systems while also promoting the international reputation of shareholders in energy system operation and planning.
Highlights of the initiatives carried out by the Energy Research Centre in 2024:
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Also of note were two applications submitted to the Clean Energy Transition programme. This financing programme aims to drive the transition to clean energy and contribute to the EU target of becoming the first carbon neutral continent by 2050, bringing together national and regional funding for Research, Development, Technology and Innovation (R&DTI) for a wide variety of technologies and systems solutions needed to achieve transition.
The amount invested in innovation projects in 2024 was around 1.4M€ (value calculated under the application to SIFIDE for the 2023 tax year and response to the IPCTN survey of 2023). It is estimated that the figure in 2025 will be similar.
In 2024, the R&D Nester
of 19 projects.
project portfolio consisted
In 2024, the R&D Nester project portfolio consisted of 19 projects including projects which were already completed, underway, and approved to start in the short term.
The annual investment trend continues to exceed one million euros. This sum relates to expenditure on a series of R&D and Innovation activities conducted internally and/ or in cooperation with national and international organizations, including academic institutions recognized by the national scientific and technological system.
Annual investment trend in R&D Nester's portfolio
1 M€ 1.4 M€
Invested in
in 2024
innovation projects
In addition to internal investment, the company regularly uses sources of external funding for RD&I. This is achieved through applications to European programmes (e.g.: Horizon 2020, European Space Agency, Interreg Programme, and more recently, Horizon Europe) and national programmes (e.g.: Portugal 2020 and RRP), or as tax Incentives through annual applications to SIFIDE (National System of Tax Incentives for Corporate R&D), where an approval rate of 100% has been achieved repeatedly as a result of the effective nature of R&D in projects submitted in applications.

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Of note among collaborative RD&I projects with external funding is the completion of three projects under the Horizon 2020 Programme, two projects underway started in 2023 under the
• The goal of the I-NERGY project was to implement and demonstrate innovative applications based on artificial intelligence (AI) and the development of digital twins that have been validated through new pilot projects focusing on (i) network asset management, (ii) processes that promote greater efficiency and reliability of power grid operation and (iii) systems that optimize and promote the engagement of local and virtual energy communities in flexibility markets. This project involved 17 partners from ten countries.

Horizon Europe.
Projects concluded under the H2020 programme
Recovery and Resilience Plan and the Horizon Europe programme, as well six new projects started, funded by the last European framework programme –
3
2
Ongoing projects under the PRR
6
New projects under Horizon Europe
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Organisations cooperating in the NGS project

Partners in the WeForming project
ONGOING PROJECTS WITH EXTERNAL FUNDING (RECOVERY AND RESILIENCE PROGRAMME)
• The aim of the NGS Project is to transform national production capability on a structural level, creating the necessary conditions at a technological and human resource level, for an industrial ecosystem capable of mass producing innovative technologies in the battery industry and an entire value chain proving world-class end-of-life management.
• The project involves cooperation by 47 different organizations.

and SC8 TC8C.
association.
MAIN NATIONAL INITIATIVES Business Association for Innovation (COTEC) As an associate company of COTEC Portugal, REN and R&D Nester regularly participate in events promoted by this
International Electrotechnical Commission (IEC) Participation in working group WG6 - "Operational Behaviour and Coordinated Control between Renewable Energy and HVDC System (External Organization)" as part of the committee - SC8 TC8A and on SC8 TC8B
Institute of Electrical and Electronics Engineers (IEEE) Participation in several international conferences held by this organization of excellence in the sector, with the publication and presentation of scientific articles.
In addition to participating as a member in various events organised by this association in the renewable energy sector, R&D Nester also has a partnership with this entity in an RTP programme entitled 'Boletim das Energias Renováveis' (Renewable Energy Bulletin), which presents a weekly forecast of renewable energy production in Portugal.
REN and R&D Nester are members of CCILC, where one of the main objectives is to promote business and work opportunities between entities in both countries.
R&D Nester has established a protocol and occasionally welcomes ISEL students working on Master's and PhD theses with topics which align with research underway.
Nova University of Lisbon Collaboration in different innovation projects.
Instituto Superior Técnico Collaboration in different innovation projects.

For 2025, the R&D Nester strategy, in line with its organizational strategy (macro) and RDI policy will focus on:
Through active interaction and collaboration with national and international associations and organizations, we have closely followed the most relevant advances in the sector, particularly with respect to the energy transition. We aim to capture and disseminate critical knowledge, as well as anticipate and prepare for current and future challenges in the energy sector. Against this background, of note are the following partnerships and collaborations:

Conseil International des Grands Réseaux Électriques (CIGRÉ) Participation in the committees C5 - "Electricity Markets and Regulation" and B5 - "Protection and Automation", B5.73 - "Experiences and Trends related to Protection Automation and Control Systems Functional Integration", as well as in Working Group C5.38 - Certificates of Origin for Electricity in Power Markets.
Active participation in the following working groups – WG1 - "Reliable, economic and efficient smart grid system", WG2 - "Storage technologies and sector interfaces", WG4 - "Digitisation of the electricity system and customer participation" and WG5 - "Innovation implementation in the business environment".
Ongoing monitoring of the different activities and initiatives carried out by this organization, contributing via scientific publications.
Participation in the committee on the topics of RD&I – Research, Development, and Innovation Committee (RDIC).
Participation in the following working groups: WG Regulation, WG business model, WG data Management and WG Consumer and Citizen Engagement.
REN prioritizes cybersecurity and personal data protection, ensuring the integrity of critical systems which control the power networks. Recognizing the challenges of digitalization and the growing complexity of infrastructure, we safeguard information through rigorous measures and ensure the continuity of essential services.



RECERTIFICATION OF THE INFORMATION SECURITY MANAGEMENT SYSTEM (ISMS) IN ACCORDANCE WITH THE ISO 27001 STANDARD

ACHIEVE THE DIGITAL CYBERSECURITY MATURITY SEAL

SUPPORT IN THE REMODELLING AND UPDATING OF CRITICAL SYSTEMS FOR ENERGY INFRASTRUCTURE MANAGEMENT

IMPLEMENT THE SECURITY AND ASSET MONITORING SYSTEMS THAT SUPPORT ESSENTIAL SERVICES
ENSURE COMPLIANCE WITH APPLICABLE LEGAL AND REGULATORY REQUIREMENTS
INTEGRATE INFORMATION SECURITY REQUIREMENTS INTO BUSINESS PROCESSES AND OPERATIONS
ENSURE THE AVAILABILITY, INTEGRITY AND CONFIDENTIALITY OF INFORMATION AT ALL TIMES
ENSURE THAT ISMS SECURITY MEASURES ARE UNDERSTANDABLE, EFFECTIVE AND COST-EFFECTIVE
LEVEL OF IMPLEMENTATION OF RISK TREATMENT PLANS
NUMBER OF INCIDENTS WITH IMPACT ON SYSTEM AND NETWORK AVAILABILITY
TIME TO FIX CRITICAL VULNERABILITIES
BUSINESS CONTINUITY TESTS
ENSURE LEGAL AND REGULATORY
COMPLIANCE WITH DIRECTIVE NIS2, NETWORK CODE ON CYBERSECURITY (NCCS), THE CYBER RESILIENCE DIRECTIVE AND OTHER REGULATIONS
CONTINUE TO IMPROVE THE SECURITY OF INDUSTRIAL INFRASTRUCTURE
CONTINUE TO FOCUS ON TRAINING AND AWARENESS-RAISING ACTIONS FOR EMPLOYEES AND SERVICE PROVIDERS WITH A VIEW TO DETECTING, PREVENTING, AND RESPONDING TO INCIDENTS
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Information security risk management is a key component in the operations of organizations. In addition to ensuring the protection of information, in the specific case of REN, this management approach also aims to ensure the security of critical information systems and industrial systems that support and operate electricity transmission networks, as well as the gas transmission and distribution networks.
Information security
of organizations.
risk management is a key
component in the operation
The growing digitalization of networks and systems, combined with an increase in their complexity, the number of agents involved and the interconnections to transmission networks, as well as the risk associated with the supply chain, represent the main challenges faced today.
Activities supporting essential services and critical infrastructure of REN companies are identified in Directive (EU) 2022/2555, also known as Directive NIS2 (Network and Information Security), which provides for measures to ensure a high common level
of cybersecurity in the European Union. Transposition of this Directive into national legislation underwent public consultation until 31 December 2024 and is expected to become effective in the first quarter of 2025. Accordingly, REN has continued the work already carried out under Directive NIS1, to ensure compliance with the obligations and requirements of NIS2.
In 2024, special attention was given to business continuity and disaster recovery components, ensuring not only the updating of support processes, but also the implementation of exercises and tests in order to ensure the resilience of critical infrastructure and systems and responsiveness to disruptive events.

Another material topic for REN, which goes beyond ESRS is cybersecurity. The IROs identified are:
on REN infrastructure and systems
The negative impact of cyberattacks that compromise REN's activities can directly affect energy transmission and distribution, leading to significant consequences for society and communities, damaging the continuity of essential services and trust in critical infrastructure.

Occurrence of cyberattacks
In the current environment of far-reaching technological disruption and geopolitical uncertainty, REN faces the risk of cyberattacks capable of compromising operations. As an operator of critical infrastructure in the energy sector, REN continuously reinforces information security capabilities in order to deal with the increasing complexity of system architectures and the expansion of the fields where the company operates.
In 2024, REN underwent two external audits by SGS – Société Général de Surveillance, an internationally renowned entity. One took place as part of the recertification of our Information Security Management System (ISMS) and a second to obtain the Digital Cybersecurity Maturity Seal (DCM). The DCM forms part of the Digital Portugal action plan and seeks to support the digital transformation of organizations and the economy in Portugal.
As a result, REN was recertified by SGS in accordance with the ISO 27001:2022 standard and also certified by SGS in accordance with the DNP TS 4577-1 (DCM) standard, achieving Gold Certification. This recognition reaffirms the company's strict commitment to best practices in information security.

REN is classified on the following cybersecurity rating platforms:

REN has implemented several control measures to ensure the effective management of information security, more specifically:
68 Threat hunting: a process based on attempts to proactively identify any compromised systems or internal threats that may not have been detected during regular monitoring processes.
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67 Threat intel: a process to identify and analyse potential cyber threats based on information obtained from different sources, such as DarkWeb forums.
The Personal Data Protection Policy for REN employees sets out internal rules to ensure compliance with the legislation and is based on nine basic principles that guide the responsible processing of personal data.
REN is committed to protecting the personal data of its stakeholders, more specifically, employees, candidates, customers, suppliers and service providers, in accordance with applicable law and best practices.
As part of the Group's risk management, REN has implemented comprehensive policies and procedures to protect personal data. Measures include impact assessments and integration of data protection from design and by default into new projects, products and services. Procedures have also been established to maintain a Record of Processing Activities, manage subcontracting, reply to the exercising of rights of the holders and to deal with data breaches. Additionally, practices to minimize, limit storage time and protect against unauthorized access have been implemented.
Conscious of the need to raise awareness regarding privacy, as a critical component in ensuring the protection of personal data, REN emphasises transparency in the processing of data through the Privacy and Data Protection and Cookies policies published on the REN | Redes Energéticas Nacionais and Portgás Distribuição de Gás websites. Both policies were updated in 2024.
To ensure the implementation of this Policy, the Executive Committee has appointed a Data Protection Officer (DPO) to the Group. The responsibilities assigned to the DPO are to control compliance of the processing of personal data with the provisions of the General Data Protection Regulation (GDPR), provide information and advise REN departments and employees on GDPR matters, as well as act as the contact point with the National Data Protection Commission.
Our concern with the availability of information is reflected in communication with the DPO and in the guaranteed access to the information necessary for data subjects to exercise their rights, request clarification or submit complaints relating to the processing of their personal data. This work has been reinforced by initiatives such as the news provided on the Group intranet and the active participation of the DPO in internal and external events, promoting awareness and compliance with data protection standards.
REN also provides a compulsory e-learning course for all REN Group employees, including interns, which has been revised and updated.
Optional training helps to promote knowledge of personal data protection and compliance with the GDPR among REN employees. Training has included courses on "Protection of Personal Data in Companies: What to Know and Do", in 2023 and "Personal Data: Trends and Challenges facing Portuguese Companies", in 2024.
REN also provides a compulsory e-learning course for all REN Group employees, including interns, which has been revised and updated. The course aims to familiarize participants with the key concepts of the GDPR, highlight the importance of personal data protection in mitigating potential
risks while also promoting good practices in everyday life. Training is provided every two years. One of our employees is also a Certified Information Privacy Professional Europe (CIPP/E), awarded by the International Association of Privacy Professionals, Inc.
In order to strengthen the training of service providers and increase compliance with the GDPR in the value chain, REN began an information process with service providers, which initially resulted in the provision of an awareness-raising session on Personal Data Protection for 465 employees of service providers.
Furthermore, in 2024, a questionnaire was sent to 65 REN external service providers, chosen due to the volume of personal data they process, in order to ascertain how they guarantee the processing of the Group's personal data in accordance with the GDPR. Around half responded to the survey with approximately 2/3 reporting that they acted in accordance with the GDPR.
In September 2024, a process and compliance audit was initiated to gauge compliance with data protection standards by REN suppliers. This audit sought to analyse the contracts established between REN and suppliers, service providers and partners. In the diagnostic phase of this audit, compliance was evaluated regarding the data protection clause of the contracts with the legal requirements set out in the GDPR, in particular Articles 26 and 28. The audit found that 99.4% of the contracts analysed already include a personal data protection clause, demonstrating a high level of maturity of internal policies and the importance of training and awareness on the issues of privacy and data protection provided to REN employees.
To ensure that corrective and preventive measures are taken with regard to personal data breaches, we have set out a Policy and Procedure to deal with any breaches of personal data.
In 2024, only one personal data breach was identified with low risk for data subjects. This was also the case in 2023, and there was no need to notify the supervisory authority. These situations allow REN to evaluate the internal controls and actions in force, ensuring that the necessary adjustments are made to mitigate future situations.
With regard to customer requests relating to the exercising of rights by data subject, in 2024 REN received a total of 22 contacts from customers, 69.23% more than in 2023.
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In reporting forward-looking information in accordance with ESRS, Management of the Group is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the Group. The actual outcome is likely to be different since anticipated events frequently do not occur as expected.
Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the Consolidated Sustainability Reporting is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence economics decisions of users taken on the basis of the Consolidated Sustainability Reporting as a whole.
As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we exercise professional judgement and maintain professional skepticism throughout the engagement.
Our responsibilities in respect of the Consolidated Sustainability Reporting, in relation to the Process, include:
REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Independent Limited Assurance Report on the Consolidated Sustainability Reporting as at 31 December 2024 and for the period from 1 January to 31 December 2024
Management of the Group is responsible for designing, implementing and maintaining a Process to identify the information reported in the Consolidated Sustainability Reporting in accordance with the ESRS and for disclosing this Process in note Double materiality analysis of 4.1 General Information of the Consolidated Sustainability Reporting. This responsibility includes:
Management of the Group is further responsible for:
Contribuinte N.º 505 988 283 - C. R. Comercial de Lisboa sob o mesmo número A member firm of Ernst & Young Global Limited
We apply the International Standard on Quality Management ISQM 1, which requires that we design, implement, and operate a system of quality management including policies or procedures regarding compliance with ethical
We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including international independence standards) issued by the International Ethics Standards Board for Accountants (IESBA) and of the Ordem dos Revisores Oficiais de Contas' Code of ethics

REN – Redes Energéticas Nacionais, S.G.P.S., S.A.
the period from 1 January to 31 December 2024.
Limited assurance conclusion
respects, in compliance with:
Information; and
Ernst & Young
Audit & Associados - SROC, S.A. Avenida da Índia, 10 – Piso 1 1349-066 Lisboa Portugal
Tel: +351 217 912 000 Fax: +351 217 957 586 www.ey.com
Translation from the original Portuguese language. In case of doubt, the Portuguese version prevails) Independent Limited Assurance Report on the Consolidated Sustainability Reporting
We have conducted a limited Assurance engagement on the Consolidated Sustainability Reporting of REN – Redes Energéticas Nacionais, S.G.P.S., S.A. (the "Group") included in section 4. Sustainability Statement of the Integrated Management Report (the "Consolidated Sustainability Reporting"), as at 31 December 2024 and for
► The European Sustainability Reporting Standards (ESRS), including that the process carried out by the Group to identify the information reported on the Consolidated Sustainability Reporting (the "Process") is in accordance with the description set out in note Double materiality analysis of 4.1 General
► The disclosures laid down in Article 8 of Regulation (EU) 2020/852 (the "Taxonomy Regulation") included in
Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Consolidated Sustainability Reporting is not prepared, in all material
► The sustainability reporting standards of the Global Reporting Initiative – GRI Standards, guidelines of the Sustainability Accounting Standards Board (SASB), and recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD).
To the Management
Our limited assurance engagement was conducted in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised) "Assurance Engagements Other than Audits or Reviews of Historical Financial Information", issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants and other technical standards and recommendations issued by the Portuguese Institute of Statutory Auditors (Ordem dos Revisores Oficiais de Contas).
The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
Our responsibilities under ISAE 3000 (Revised) standards are further described in section "Responsibilities of the Auditor".
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

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REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Independent Limited Assurance Report on the Consolidated Sustainability Reporting as at 31 December 2024 and for the period from 1 January to 31 December 2024
Our other responsibilities in respect of the Consolidated Sustainability Reporting include:
A limited assurance engagement involves performing procedures to obtain evidence about the Consolidated Sustainability Reporting.
The nature, timing and extent of procedures selected depend on professional judgement, including the identification of disclosures where material misstatements are likely to arise, whether due to fraud or error, in the Consolidated Sustainability Reporting.
In conducting our limited assurance engagement, with respect to the Process, we:
In conducting our limited assurance engagement, with respect to the Consolidated Sustainability Reporting, we:

REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Independent Limited Assurance Report on the Consolidated Sustainability Reporting as at 31 December 2024 and for the period from 1 January to 31 December 2024
We verified that the Consolidated Sustainability Report complies with the information requirements set forth in paragraph 2 of article 508-G of the Commercial Companies Code.
The comparative information included in the Consolidated Sustainability Reporting of the Group has not been subjected to an assurance engagement, except for the information presented under the GRI Standards sustainability reporting guidelines, the SASB guidelines, and the TCFD recommendations.
Lisboa, 20 March 2025
Ernst & Young Audit & Associados – SROC, S.A. Sociedade de Revisores Oficiais de Contas Represented by:
Manuel Ladeiro de Carvalho Coelho da Mota - ROC nº 1410 Registered with the Portuguese Securities Market Commission under license nr. 20161020 Integrated
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| 5.1 | Financial performance | 290 |
|---|---|---|
| 5.2 | Proposed allocation of net income | 299 |
In 2024, the REN Group net income totaled 152.5 million euros, an increase of 3.3 million euros (+2.2%) over the previous year. This performance reflected:

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The average cost of financing was 2.7%, an increase of 0.3 p.p. compared to the previous year, reflecting finance market conditions, while net debt stood at 2.521 billion euros, a decrease of 8.3% (-227.7 million euros) compared to the previous year, impacted mainly by the evolution in REN Trading's tariff deviations. Excluding the effect of tariff deviations, net debt decreased by 32.7 million euros (-1.4%) compared to 2023.
Group investment was 368.4 million euros in 2024, an increase of 22.2% over 2023 figures (+66.9 million euros), while transfers to RAB stood at 296.1 million euros, an increase of 73.5 million euros (+33.0%) in relation to the previous year. Average RAB was 3.5095 billion euros at the end of 2024, a fall of 38.3 million euros (-1.1%) over the previous year.
Of note is the amount invested in environmental conservation, which was 12.6 million euros in 2024, reinforcing the Group's key role in environmental protection, one of REN's strategic sustainability priorities.
Of note is the amount invested in environmental conservation, which was 12.6 million euros in 2024, reinforcing the Group's key role in environmental protection, one of REN's strategic sustainability priorities.
| VAR. | ||||
|---|---|---|---|---|
| 2024 | 2023 | 2022 | 24/ 23 | |
| EBITDA | 506.1 | 514.0 | 487.3 | -1.5% |
| Financial profits69 | -61.2 | -40.6 | -44.0 | -50.9% |
| Net income | 152.5 | 149.2 | 111.8 | 2.2% |
| Recurrent net income | 111.6 | 125.0 | 108.7 | -10.8% |
| Investment (Capex) | 368.4 | 301.5 | 201.5 | 22.2% |
| Transfers to RAB70 (at historic costs) | 296.1 | 222.6 | 163.3 | 33.0% |
| Average RAB (at reference costs) | 3,509.5 | 3,547.8 | 3,609.8 | -1.1% |
| Net debt | 2,521.0 | 2,748.7 | 2,043.7 | -8.3% |
| Net debt (without tariff deviations) | 2,388.5 | 2,421.2 | 2,543.1 | -1.4% |
| Average cost of debt | 2.7% | 2.5% | 1.8% | 0.3 p.p. |
69 Financial costs of 1.7 million euros in 2022 and 2.9 million euros in 2023 and the income of 4.5 million euros in 2024 from electricity interconnection capacity auctions between Spain and Portugal – referred to as FTR (Financial Transaction Rights), and from the Replacement Reserve Exchange were reclassified from Financial Profits to Income.
70 Includes direct acquisitions (RAB related).
↘ EBITDA - domestic (M€) Contributing to the unfavourable evolution
VAR. 24/ 23
2024 2023
in EBITDA were:
mainly explained by: • A reduction of 5.6 million euros in the
• The decrease in the regulated asset base72 remuneration of 6.4 million euros (-7.9%),

72 Excludes Electricity Transmission (TEE) activity. Includes TEE assets, accepted as extra Totex.
| 1) Revenues from Assets | 213.7 | 215.3 | -0.7% |
|---|---|---|---|
| RAB remuneration | 74.5 | 80.9 | -7.9% |
| Lease revenues from hydro protection zone | 0.7 | 0.7 | -1.3% |
| TSO technical performance improvement incentive |
18.5 | 19.0 | -2.4% |
| Revenue from solar agreements | 6.7 | 0.0 | n.m. |
| Recovery of amortization (net of investment subsidies) |
94.4 | 95.5 | -1.2% |
| Amortization of investment subsidies | 19.0 | 19.2 | -1.0% |
| 2) Revenues from Totex | 284.7 | 281.9 | 1.0% |
| 3) Revenues from OPEX | 135.2 | 153.7 | -12.0% |
| 4) Other revenues | 20.1 | 8.4 | 137.7% |
| 5) Own work (capitalised in investment) | 31.4 | 28.3 | 10.9% |
| 6) Earnings on construction (excl. own work capitalised in investment) - Concession Assets |
323.0 | 267.8 | 20.6% |
| 7) OPEX | 200.8 | 197.6 | 1.6% |
| Personnel Costs71 | 68.3 | 64.1 | 6.6% |
| External Costs | 132.5 | 133.5 | -0.8% |
| 8) Construction costs - Concession Assets | 323.0 | 267.8 | 20.6% |
| 9) Provisions/ (reversal) | 0.4 | 0.1 | n.m. |
10) Impairments / (reversal) -0.1 3.5 -101.8% 11) EBITDA (1+2+3+4+5+6-7-8-9-10) 483.8 486.4 -0.5%
Operating income - EBITDA
In 2024, EBITDA in domestic business was 483.8 million euros, a fall of 0.5% (-2.6 million euros) over the previous year.

EBITDA in domestic business in 2024

| > | |
|---|---|
| ) | |
to Turbogás resulting from the end of the Power Purchase Agreement (PPA) at the end of March 2024 and -21.3 million euros in cross-border tariff costs. Excluding pass-through costs, the core Opex of the domestic business increased by 3.0 million euros, reflecting (i) the increase of 4.2 million euros (+6.6%) in personnel costs, resulting from the increase in the number of employees and salary increases, partially offset by (ii) a reduction of 1.2 million euros in core external costs (-2.1%).
These effects were partially offset by:
With respect to domestic business, it is also important to note that the natural gas distribution business contributed with EBITDA of 48.8 million euros, a decrease of 2.0 million euros (-4.0%) over 2023 figures. This is mainly due to the fall in remuneration on regulated assets and the new gas regulatory period.
International business contributed with 22.4 million euros to Group EBITDA, 5.3 million euros less (-19.0%) when compared to the previous year, reflecting:
| 2024 | 2023 | VAR. 24/ 23 |
|
|---|---|---|---|
| 1) Revenues from the Transmission of Electrical Power |
15.5 | 19.5 | -20.3% |
| 2) Other revenues | 11.4 | 12.2 | -6.1% |
| 3) Own work (capitalised in investment) | 1.3 | 1.2 | 6.1% |
| 4) OPEX | 5.3 | 5.2 | 1.9% |
| Personnel Costs73 | 1.2 | 1.1 | 12.2% |
| External Costs | 4.1 | 4.1 | -0.8% |
| 5) Provisions/ (reversal) | 0.6 | 0.1 | 552.6% |
| 6) Impairments / (reversal) | 0.0 | 0.0 | -39.1% |
| 7) EBITDA (1+2+3-4-5-6) | 22.4 | 27.6 | -19.0% |

I
VAR. 24/ 23
In 2024, net income stood at 152.5 million euros, an increase of 3.3 million euros (+2.2%) over the previous year.
In 2024, net income
euros (+2.2%) over
the previous year.
stood at 152.5 million euros,
an increase of 3.3 million
This increase was mainly due to the following effects:
deviations. Net debt stood at 2.521 billion euros, a decrease of 227.7 million euros (-8.3%) compared to 2023, driven by the change in REN Trading's tariff deviations. Excluding the tariff deviation effect, net debt fell by 1.4%;
When non-recurring effects are removed, Recurring Net Income for 2024 fell by 13.5 million euros (-10.8%). Non-recurring items considered in 2024 and 2023 are as follows:
↘ Net profit (m€)
In 2024: (i) earnings from tax recovery from previous years (5.1 million euros); and (ii) non-recurring tax effect on the capitalization of operating companies (35.9 million euros).
In 2023: (i) earnings from tax recovery from previous years (1.8 million euros); (ii) non-recurring tax effect on the capitalization of operating companies (18.6 million euros); and (iii) correction of Transemel earnings from previous years (3.9 million euros).

2024 2023
EBITDA 506.1 514.0 -1.5% Depreciation and amortization 254.7 253.2 0.6% Financial profits -61.2 -40.6 -50.9% Tax on financial year 15.0 42.7 -64.8% Extraordinary Levy on the Energy Sector 22.7 28.4 -20.0% Net income 152.5 149.2 2.2% Non-recurring items -40.9 -24.2 69.2% Recurrent net income 111.6 125.0 -10.8%
Net debt in 2024

Total investment in 2024


In the electricity sector, in 2024 investment stood at 304.8 million euros, an increase of 61.5 million euros over the previous year (+25.3%).
In 2024, REN total investment was 368.4 million euros, 22.2% more (+66.9 million euros) than the previous year, while transfers to RAB were 296.1 million euros, an increase of 73.5 million euros (+33.0%).
In the electricity sector, in 2024 investment stood at 304.8 million euros, an increase of 61.5 million euros over the previous year (+25.3%). Of note among the investments made in the year, i) construction of new power lines (148.6 million euros), namely the 400 kV Ferreira do Alentejo - Ourique - Tavira power line, the new Minho - Galicia interconnection, the 400 kV Vieira do Minho - Ribeira de Pena - Feira connection and the Lisbon - Divor - Elvas power line, ii) in new substations and expansions (62.6 million euros), namely the new Panóias and Ponte de Lima substations, iii) remodelling of equipment and protection, automation and control systems at several substations (27.1 million euros) and iv) remodelling of several power lines (29.9 million euros).
In the gas transmission sector, investment in 2024 was 23.7 million euros, a fall of 4.4 million euros in relation to the previous year. In the total invested, REN Gasodutos contributed with 15.6 million euros, REN Atlântico with 5.7 million euros and REN Armazenagem with 2.4 million euros.
In the gas distribution sector, investment in 2024 was 25.9 million euros, an increase of 1.2 million euros (+5.0%) in relation to 2023. Of the total invested in the year, 54% was in the expansion of distribution networks and around 24% was in the capture of new supply points. As part of the decarbonization and digitalization strategy, REN Portgás invested around 1.7 million euros to leverage the energy transition of gas distribution.
Transemel investment was 12.9 million euros in 2024, a growth of 7.8 million euros compared to 2023. Of note was the expansion investment in the Buli and Buenavista substation, under the public tender for new electricity transmission concessions awarded to Transemel in 2022.

Gas - Distribution Gas - Transmission Electricity Other Transemel Hydro Land
I

| 148.6 M€ | New power lines | 10.3 M€ | Remodelling/ conservation of REN Gasodutos technical assets |
13.9 M€ | Network expansion | |
|---|---|---|---|---|---|---|
| 62.6 M€ | New substations and expansions | 5.5 M€ | Investment in LNG terminal technical assets |
6.1 M€ | Supply points | |
| 27.1 M€ | Remodelling of equipment, protection, automation and control systems at several substations |
1.9 M€ | Investment in REN Armazenagem technical assets |
2.6 M€ | I.T. system projects | |
| 29.9 M€ | Remodelling of overhead power lines | 6.0 M€ | Other projects | 3.2 M€ | Other business | |
| 11.0 M€ | Information system projects | |||||
| 25.6 M€ | Other projects | |||||
| ELECTRICITY: 304.8 M€ |
GAS TRANSMISSION: 23.7 M€ |
GAS DISTRIBUTION: 25.9 M€ |
TRANSEMEL: 12.9 M€ |
OTHER BUSINESS: 1.1 M€ |
||
| REN TOTAL INVESTMENT IN 2024: 368.4 M€ |
In the electricity sector, transfers to RAB in 2024 reached 252.4 million euros, an increase of 81.4 million euros (+47.6%) over the previous year. Of note were the conclusion i) of the 400 kV Ferreira do Alentejo - Ourique - Tavira power line (114.3 million euros), ii) projects to reinforce transmission capacity, more specifically, the remodelling of the 220 kV Pocinho - Chafariz 1 and 2 power lines (16.8 million euros) and the 400 kV Batalha - Ribatejo power line (18.1 million euros), iii) transformer reinforcement at the Fundão (10.1 million euros) and Ourique substations (3.6 million euros), iv) as well as the conclusion of the second stage of remodelling of equipment and protection, automation and control systems at the Palmela substation (4.4 million euros).
In the gas transmission sector, transfers to RAB were 23.8 million euros in 2024, a fall of 1.6% in relation to the 2023.
In the gas distribution sector, transfers to RAB in 2024 were 19.9 million euros, a fall of 7.5 million euros in relation to the previous year.
At the end of 2024, average RAB stood at 3.5095 billion euros, a fall of 38.3 million euros over the previous year. In the electricity sector, average RAB (excluding hydro land) was 2.0467 billion euros at the end of the year, an increase of 2.5 million euros (+0.1%), while hydro land stood at 169.3 million euros (-11.8 million euros, -6.5%). In the gas transmission sector, average RAB was 797.5 million euros (-33.3 million euros, -4.0%), while in the gas distribution sector,
RAB was 496.1 million euros, an increase of 4.3 million euros (+0.9%) in relation to the previous year.
In 2024, a climate of uncertainty and geopolitical risks persisted, keeping market rates at high levels. As a result, the cost of REN's debt rose from 2.5% to 2.7%, an increase of 0.3 p.p. compared to 2023. Despite the less favourable macroeconomic situation, REN carried out a significant number of financing operations, pursuing its financing strategy and taking advantage of market opportunities, which resulted in the strengthening of its liquidity position (around three years of coverage of financing needs at 31 December 2024) at competitive prices. We have also achieved a significant increase in the average maturity of debt, which was greater than five years at 31 December 2024. This result indicates that the goal set for 2025 during the May 2024 Capital Markets Day, to extend this indicator beyond five years, was achieved ahead of schedule.
The following financing operations were carried out during 2024:
instruments, REN aims to align its financing and sustainability strategies;
• In July, we renegotiated our facility agreement with the Industrial and Commercial Bank of China (ICBC) of 140 million euros;

Financing operations negotiated in 2024 were approximately 2.015 billion euros.
At the end of 2024, REN Group consolidated net debt stood at 2.521 billion euros, a fall of 228 million euros over the previous year.
Bond issues were the primary source of financing during 2024, representing 55% of total gross debt, followed by bank loans and commercial paper, with a weighting of around 22%.
During 2024, gross debt fell by around 226 million euros with respect to 2023. Net financing costs increased by 12.3 million euros to stand at 74.9 million euros in 2024, (62.6 million euros in 2023). This increase is mainly explained by the ongoing increase in market rates and the consequent refinancing of debt, which is less favourable in financial markets.
The average cost of gross debt in 2024 was 2.7%, up 0.3 p.p. over 2023 figures, an increase that proved to be much more modest than the rise in market rates. Interest rate risk management policy focused on reducing the volatility of earnings. REN's fixed rate debt represented 60% of total debt.
REN maintained an investment grade rating at the three main ratings agencies. On 31 December 2024, REN's ratings were BBB (IDR - Issuer Default Rating) and BBB+ (Senior Unsecured Debt ) at Fitch (outlook stable), Baa2 at Moody's (outlook stable) and BBB at S&P (outlook stable).
VAR. 24/ 23
| IFRS | 2024 | 2023 | ABSOLUT | % |
|---|---|---|---|---|
| Gross debt | 2,531.8 | 2,733.6 | -201.9 | -7.4% |
| Minus hedging swaps | -29.7 | -55.2 | 25.5 | -46.3% |
| Minus cash and cash equivalents | 40.5 | 40.1 | 0.3 | 0.8% |
| Net debt | 2,521.0 | 2,748.7 | -227.7 | -8.3% |
| CAPITAL OWED | VAR. 24/ 23 | RELATIVE WEIGHTING |
||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | ABSOLUT | % | 2024 | 2023 | |
| Bond issues | 1,400.0 | 1,172.9 | 227.1 | 19.4% | 55.0% | 42.3% |
| Bank loans | 569.5 | 488.3 | 81.2 | 16.6% | 22.4% | 17.6% |
| Commercial paper | 570.0 | 1.106.0 | -536.0 | -48.5% | 22.4% | 39.9% |
| Others | 6.7 | 4.9 | 1.7 | 35.2% | 0.3% | 0.2% |
| Total | 2,546.2 | 2,772.1 | -226.0 | -8.2% | 100.0% | 100.0% |

Financing operations negotiated in 2024
Average cost of gross debt in 2024
I
In accordance with the annual financial statements of REN - Redes Energéticas Nacionais, SGPS, S.A. (hereinafter 'REN'), in the financial year ended 31 December 2024, the net profit for the year, in the IFRS consolidated accounts, was 152,511,742.49 euros (one hundred and fifty-two million, five hundred and eleven thousand, seven hundred and forty-two euros and forty-nine cents), and in the individual accounts, in accordance with the National Accounting System rules (SNC), the amount of 157,707,361.74 euros (one hundred and fifty-seven million, seven hundred and seven thousand, three hundred and sixty-one euros and seventy-four cents).
In light of the above, in accordance with Article 28 of the Articles of Association of REN SGPS, S.A. and Articles 31 to 33, Article 66 (5) (f), Articles 294 and 295
and Article 376 (1) (b) and (2), all of the Commercial Company Code, the Boar of Directors hereby proposes that the net profit for the financial year of 2024, as seen in the individual financial statements in accordance with the SNC, amounting to 157,707,361.74 euros (one hundred and fifty-seven million, seven hundred and seven thousand, three hundred and sixty-one euros and seventy-four cents), be transferred as follows:
• For retained earnings: 157,707,361.74 euros (one hundred and fifty-seven million, seven hundred and seven thousand, three hundred and sixty-one euros and seventy-four cents).
Furthermore, the Board of Directors proposes the following distribution:
• As dividends to shareholders from available accumulated reserves 104,749,028.13 euros (one hundred and four million, seven hundred and fortynine thousand, twenty-eight euros and thirteen cents), corresponding to a distribution of 68.7% of the consolidated profit of REN SGPS, S. A. for the financial year of 2024, standing at 152,511,742.49 euros (one hundred and fifty-two million, five hundred and eleven thousand, seven hundred and forty-two euros and forty-nine cents), equivalent to a gross dividend per share of 0.157 euros. Given that REN made an early distribution of dividends, of 42,700,240.77 euros (fortytwo million, seven hundred thousand, two hundred and forty euros and seventyseven cents), corresponding to 0.064 euros per share, as approved by the Board of Directors on 6 March 2025,
the remaining 62,048,787.36 euros (sixty-two million, forty-eight thousand, seven hundred and eighty-seven euros and thirty-six cents), will now be distributed, equivalent to a gross dividend per share of 0.093 euros; and
• For distribution to REN employees and its subsidiaries: 4,800,000 euros (four million, eight hundred thousand euros). Due to the accounting rules in force, this amount is already reflected in the net profit for the financial year ended on 31 December 2024 of REN, SGPS, S.A. (195,000 euros (one hundred and ninetyfive thousand euros)) and its subsidiaries (4,605,000 euros (four million, six hundred and five thousand euros)).
I
Integrated management report
III
Financial strength is a fundamental pillar underpinning our capacity to invest and innovate. As we grow and expand our operations, we maintain an unwavering commitment to economic and environmental responsibility.
Energy in balance.

300
II I
Consolidated
and
individual
accounts
III
<-- PDF CHUNK SEPARATOR -->
301
(Amounts expressed in thousands of euros) (Translation of statements of financial position originally issued in Portuguese - Note 38)
| 31 DECEMBER |
||||||
|---|---|---|---|---|---|---|
| ASSETS | NOTES | 2024 | 2023 | |||
| NON-CURRENT ASSETS | ||||||
| Property, plant and equipment | 8 | 123,584 | 121,110 | |||
| Intangible assets | 8 | 4,220,632 | 4,120,617 | |||
| Goodwill | 9 | 2,268 | 2,770 | |||
| Investments in associates and joint ventures | 10 | 182,067 | 171,879 | |||
| Investments in equity instruments at fair value through other comprehensive income | 12 and 13 | 137,858 | 135,741 | |||
| Derivative financial instruments | 12 and 16 | 28,642 | 45,745 | |||
| Other financial assets | 12 | 6,017 | 6,164 | |||
| Trade and other receivables | 12 and 14 | 74,620 | 93,211 | |||
| Deferred tax assets | 11 | 47,606 | 53,437 | |||
| 4,823,294 | 4,750,674 | |||||
| CURRENT ASSETS | ||||||
| Inventories | 15 | 2,538 | 7,193 | |||
| Trade and other receivables | 12 and 14 | 485,026 | 721,129 | |||
| Income tax recoverable | 11 | - | 25,419 | |||
| Derivative financial instruments | 12 and 16 | 1,554 | 8,619 | |||
| Asset related to the transitional gas price stabilization regime - Decree-Law No 84-D/2022 | 36 | 3,481 | 228,789 | |||
| Cash and cash equivalents | 12 and 17 | 40,477 | 40,145 | |||
| 533,076 | 1,031,294 | |||||
| Total assets | 7 | 5,356,370 | 5,781,968 | |||
| EQUITY | ||||||
| Shareholders' equity | ||||||
| Share capital | 18 | 667,191 | 667,191 | |||
| Own shares | 18 | (10,728) | (10,728) | |||
| Share premium | 18 | 116,809 | 116,809 | |||
| Reserves | 19 | 343,969 | 356,691 | |||
| Retained earnings | 287,699 | 238,478 | ||||
| Other changes in equity | 18 | (5,561) | (5,561) | |||
| Net profit for the period | 152,512 | 149,236 | ||||
| Total equity | 1,551,891 | 1,512,116 | ||||
| LIABILITIES | ||||||
| NON-CURRENT LIABILITIES | ||||||
| Borrowings | 12 and 20 | 1,617,353 | 2,022,701 | |||
| Liability for retirement benefits and others | 21 | 72,847 | 75,855 | |||
| Derivative financial instruments | 12 and 16 | 30,740 | 52,006 | |||
| Provisions | 22 | 11,922 | 10,016 | |||
| Trade and other payables | 12 and 23 | 578,650 | 480,077 | |||
| Deferred tax liabilities | 11 | 104,063 | 107,905 | |||
| CURRENT LIABILITIES | 2,415,575 | 2,748,560 | ||||
| Borrowings | 12 and 20 | 914,415 | 710,941 | |||
| Trade and other payables | 12 and 23 | 465,445 | 572,961 | |||
| Income tax payable | 11 | 2,086 | - | |||
| Liability related to the transitional gas price stabilization regime - Decree-Law No 84-D/2022 Derivative financial instruments |
36 12 and 16 |
3,481 3,477 |
228,789 8,601 |
|||
| 1,388,904 | 1,521,292 | |||||
| Total liabilities | 7 | 3,804,479 | 4,269,852 | |||
| Total equity and liabilities | 5,356,370 | 5,781,968 |
The accompanying notes form an integral part of the consolidated statement of financial position as of 31 December 2024.
I
Consolidated and individual accounts
II
III
(Amounts expressed in thousands of euros)
(Translation of statements of financial position originally issued in Portuguese - Note 38)
| YEAR ENDED |
|||
|---|---|---|---|
| NOTES | 31.12.2024 | 31.12.2023 | |
| Sales | 24 | 613 | 179 |
| Services rendered | 24 | 627,851 | 651,581 |
| Revenue from construction of concession assets | 25 | 354,403 | 296,123 |
| Gains/ (losses) from associates and joint ventures | 10 | 11,833 | 12,850 |
| Other operating income | 26 | 37,025 | 30,446 |
| Operating income | 1,031,725 | 991,179 | |
| Cost of goods sold | 15 | (915) | (1,008) |
| Costs with construction of concession assets | 25 | (323,014) | (267,810) |
| External supplies and services | 27 | (113,537) | (115,453) |
| Personnel costs | 28 | (67,618) | (63,980) |
| Depreciation and amortizations | 8 | (254,690) | (253,202) |
| Provisions | 22 | (2,260) | (812) |
| Impairments | 8, 9 and 14 | 61 | (3,472) |
| Other expenses | 29 | (22,813) | (21,719) |
| Operating costs | (784,786) | (727,456) | |
| Operating results | 246,939 | 263,723 | |
| Financial costs | 30 | (93,801) | (83,151) |
| Financial income | 30 | 24,027 | 29,656 |
| Investment income - dividends | 13 | 13,044 | 10,018 |
| Financial results | (56,730) | (43,477) | |
| Profit before income tax and ESEC | 190,209 | 220,246 | |
| Income tax expense | 11 | (15,010) | (42,655) |
| Energy sector extraordinary contribution (ESEC) | 35 | (22,688) | (28,356) |
| Consolidated profit for the period | 152,512 | 149,236 | |
| Attributable to: | |||
| Equity holders of the Company | 152,512 | 149,236 | |
| Non-controlled interest | - | - | |
| Consolidated profit for the period | 152,512 | 149,236 | |
| Earnings per share (expressed in euro per share) | 31 | 0.23 | 0.22 |
The accompanying notes form an integral part of the consolidated statement of profit and loss for the year ended 31 December 2024.
THE ACCOUNTANT THE BOARD OF DIRECTORS
I
Consolidated and individual accounts
II
III
(Amounts expressed in thousands of euros)
(Translation of statements of financial position originally issued in Portuguese - Note 38)
| YEAR ENDED |
|||
|---|---|---|---|
| NOTES | 31.12.2024 | 31.12.2023 | |
| Consolidated Profit for the period | 152,512 | 149,236 | |
| Items that will not be reclassified subsequently to profit or loss: | |||
| Actuarial gains/ (losses) - gross of tax | 21 | 4,071 | (10,963) |
| Tax effect on actuarial gains/ (losses) | 11 | (1,934) | 3,289 |
| Items that may be reclassified subsequently to profit or loss: | |||
| Exchange differences on translating foreign operations | (254) | (16,917) | |
| Increase/ (decrease) in hedging reserves - cash flow derivatives | 16 | (19,930) | (28,940) |
| Tax effect on hedging reserves | 11 and 16 | 4,484 | 6,492 |
| Gain/ (loss) in fair value reserve - Investments in equity instruments at fair value through other comprehensive income | 13 | 2,120 | (9,974) |
| Tax effect on items recorded directly in equity | 11 and 13 | 818 | 4,319 |
| Other changes in equity | 39 | 190 | |
| Comprehensive income for the period | 141,927 | 96,731 | |
| Attributable to: | |||
| Equity holders of the company | 141,927 | 96,731 | |
| Non-controlled interest | - | - | |
| 141,927 | 96,731 |
I
II
Consolidated
and
individual
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III
(Amounts expressed in thousands of euros)
(Translation of statements of financial position originally issued in Portuguese - Note 38)
| ATTRIBUTABLE | TO SHAREHOLDERS |
OF THE PARENT |
COMPANY | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CHANGES IN THE YEAR | NOTES | SHARE CAPITAL (NOTE 18) |
OWN SHARES (NOTE 18) |
SHARE PREMIUM (NOTE 18) |
LEGAL RESERVE (NOTE 19) |
FAIR VALUE RESERVE (NOTE 19) |
HEDGING RESERVE (NOTE 19) |
OTHER RESERVES (NOTE 19) |
OTHER CHANGES IN EQUITY (NOTE 18) |
RETAINED EARNINGS |
PROFIT FOR THE YEAR |
TOTAL |
| At 1 January 2023 | 667,191 | (10,728) | 116,809 | 135,702 | 45,117 | 59,518 | 155,729 | (5,561) | 241,987 | 111,771 | 1,517,534 | |
| Net profit of the period and other comprehensive income |
- | - | - | - | (5,655) | (22,448) | (16,948) | - | (7,454) | 149,236 | 96,731 | |
| Transfer to other reserves | - | - | - | 5,676 | - | - | - | - | 106,095 | (111,771) | - | |
| Distribution of dividends | 32 | - | - | - | - | - | - | - | - | (102,150) | - | (102,150) |
| At 31 December 2023 | 667,191 | (10,728) | 116,809 | 141,378 | 39,461 | 37,071 | 138,781 | (5,561) | 238,478 | 149,236 | 1,512,116 | |
| At 1 January 2024 | 667,191 | (10,728) | 116,809 | 141,378 | 39,461 | 37,071 | 138,781 | (5,561) | 238,478 | 149,236 | 1,512,116 | |
| Net profit of the period and other comprehensive income |
- | - | - | - | 2,938 | (15,448) | (213) | - | 2,137 | 152,512 | 141,927 | |
| Transfer to other reserves | - | - | - | - | - | - | - | - | 149,236 | (149,236) | - | |
| Distribution of dividends | 32 | - | - | - | - | - | - | - | - | (102,150) | - | (102,150) |
| At 31 December 2024 | 667,191 | (10,728) | 116,809 | 141,378 | 42,399 | 21,625 | 138,567 | (5,561) | 287,699 | 152,512 | 1,551,891 |
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II
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ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT COMPANY
(Amounts expressed in thousands of euros) (Translation of statements of financial position originally issued in Portuguese - Note 38)
| YEAR | ENDED | ||||
|---|---|---|---|---|---|
| NOTES | 31.12.2024 | 31.12.2023 | |||
| Cash flow from operating activities: | |||||
| Cash receipts from customers | 2,361,667 | i) | 1,924,927 | i) | |
| Cash paid to suppliers | (1,551,716) | i) | (2,302,451) | i) | |
| Cash paid to employees | (83,513) | (79,719) | |||
| Income tax received/ paid | 20,752 | (31,373) | |||
| Other receipts/ (payments) relating to operating activities | (126,262) | 118,655 | |||
| Net cash flows from operating activities (1) | 620,929 | (369,961) | |||
| Cash flow from investing activities: | |||||
| Receipts related to: | |||||
| Investments in associates | 10 | 400 | 231 | ||
| Property, plant and equipment | 3 | - | |||
| Investment grants | 57,883 | 65,713 | |||
| Dividends | 23,936 | 25,298 | |||
| Payments related to: | |||||
| Other financial assets | - | (6,000) | |||
| Property, plant and equipment | (11,341) | (5,132) | |||
| Intangible assets | (287,959) | (244,541) | |||
| Net cash flow used in investing activities (2) | (217,077) | (164,431) | |||
| Cash flow from financing activities: | |||||
| Receipts related to: | |||||
| Borrowings | 20 | 6,273,000 | 3,757,500 | ||
| Interests and other similar income | 1,080 | 3,450 | |||
| Payments related to: | |||||
| Borrowings | 20 | (6,486,720) | (3,379,783) | ||
| Derivative financial instruments | (14,031) | - | |||
| Interests and other similar expense | (70,340) | (65,125) | |||
| Lease liabilities | 20 | (2,668) | (2,239) | ||
| Interests of lease liabilities | (209) | (100) | |||
| Dividends | 32 | (102,150) | (102,150) | ||
| Net cash from/ (used in) financing activities (3) | (402,038) | 211,553 | |||
| Net (decrease)/ increase in cash and cash equivalents (1)+(2)+(3) | 1,813 | (322,839) | |||
| Effect of exchange rates | (1,981) | (2,308) | |||
| Cash and cash equivalents at the beginning of the year | 17 | 40,145 | 365,292 | ||
| Cash and cash equivalents at the end of the period | 17 | 39,977 | 40,145 | ||
| Detail of cash and cash equivalents | |||||
| Cash | 17 | 10 | 8 | ||
| Bank overdrafts | 17 | (500) | - | ||
| Bank deposits | 17 | 40,467 | 40,137 | ||
| The transitional gas price stabilization regime - Decree-Law No 84-D/2022 | 17 | - | - | ||
| 39,977 | 40,145 |
i) These amounts include payments and receipts relating to activities in which the Group acts as agent, income and costs being reversed in the consolidated statement of profit and loss.
The accompanying notes form an integral part of the consolidated statement of cash flow for the year ended 31 December 2024.
I
Consolidated and individual accounts
II
III
III
(Amounts expressed in thousands of euros)
REN – Redes Energéticas Nacionais, SGPS, S.A. (referred to in this document as "REN" or "the Company" together with its subsidiaries, referred to as "the Group" or "the REN Group"), with head office in Avenida Estados Unidos da América, 55 – Lisbon, Portugal, resulted from the spin-off of the EDP Group, in accordance with Decree-Laws No 7/91 of 8 January and No 131/94 of 19 May, approved by the Shareholders' General Meeting held on 18 August 1994, with the objective of ensuring the overall management of the Public Electric Supply System (PES).
Up to 26 September 2006 the REN Group's operations were concentrated on the electricity business through REN – Rede Eléctrica Nacional, S.A. On 26 September 2006, as a result of the unbundling transaction of the gas business, the Group went through a significant change with the purchase of assets and financial participations relating to the transport, storage and re-gasification of gas activities, comprising a new business.
In the beginning of 2007, the Company was transformed into a holding company and, after the transfer of the electricity business to a new company incorporated on 26 September 2006, renamed REN – Serviços de Rede, S.A., changed its name to REN – Rede Eléctrica Nacional, S.A.
The Group presently has two main business segments, Electricity and Gas, and a secondary business of Telecommunications.
The Electricity business includes the following companies:
the trading of electricity produced and of the installed production capacity, to domestic and international distributors.Tejo Energia's PPA ended on November 30, 2021, and at the end of the first quarter of 2024 the PPA with Turbogás ended, with the consequent cessation of the associated operational activity;
On 19 November 2024, REN Trading, S.A. was merged into REN - Rede Eléctrica Nacional, S.A., through the global transfer of assets. The merger was carrying in accordance with the actual accounting principles in Portugal and in compliance with the requirements for the application of the special tax neutrality regime provided for in articles 73 et seq. of the Corporate Income Tax Code ('CIRC'), namely that REN - Rede Eléctrica Nacional, S.A. will retain, for tax purposes, the assets transferred in same value that were considered in REN - Trading, S.A. before the operation. All of REN Trading, S.A. assets and liabilities, including the rights and obligations arising from its activity, were transferred to REN - Rede Eléctrica Nacional, S.A. at the book values they had in REN Trading, S.A.'s accounts and financial.
The merger was completed with the respective commercial registration on 19 November 2024, however the operations of REN Trading, S.A. were considered, from an accounting and tax prespective, to have been carried out on behalf of REN - Rede Eléctrica Nacional, S.A., as of 1 August 2024.
III
The Gas business includes the following companies:
The operations of the companies indicated in b) to d) above are developed in accordance with the three concession contracts separately granted for periods of 40 years starting 2006. The company indicated in e) above develops its activities in accordance with one concession contract granted for 40 years starting 2008.
The telecommunications business is managed by RENTELECOM – Comunicações, S.A. ("RENTELECOM") whose activity is the establishment, management and operation of telecommunications infrastructures and systems, the rendering of telecommunications services and optimizing the optical fibre excess capacity of the installations owned by REN Group.
REN SGPS fully owns REN Serviços, S.A., a company whose purpose is the rendering of services in the energetic area and the general services of business development support to group companies and third parties, receiving a fee for the services rendered, as well as the management of financial participations in other companies.
On 10 May 2013 REN Finance, B.V., a company based in Netherlands and fully owned by REN SGPS, whose purpose is to participate, finance, collaborate and lead the management of group companies, was incorporated.
Additionally, on 24 May 2013, together with China Electric Power Research Institute, a State Grid Group company, Centro de Investigação em Energia REN – State Grid, S.A. ("Centro de Investigação") was incorporated under a Joint Venture Agreement on which REN holds 1,500,000 shares representing 50% of the total share capital.
The purpose of this company is to implement a Research and Development centre in Portugal, dedicated to the research, development, innovation and demonstration in the areas of electricity transmission and systems management, the rendering of advisory services and education and training services as part of these activities, as well as performing all related activities and complementary services to its object.
On 14 December 2016, Aerio Chile SPA was incorporated, a company fully owned by REN Serviços, S.A., headquartered in Santiago, Chile, whose purpose is to realize investments in assets, shares and rights of companies and associations.
In addition, on November 21, 2018, REN PRO, S.A. was incorporated, a company fully owned by REN, headquartered in Lisbon, whose purpose is to provide support services, namely administrative, logistical, communication and development support of the business, as well as business consulting, in a remunerated manner, either to companies that are in a group relation or to any third party, and IT consulting.
On 17 July 2019, Apolo Chile SPA was incorporated, a company fully owned by REN Serviços, S.A., headquartered in Santiago, Chile, whose purpose is to realize investments in assets, shares and rights of companies and associations of entities essentially related to the electric transmission sector.
As of 31 December 2024, REN also holds:
II
Consolidated
and
individual
accounts
III
The concession for the National Transmission Network operator ("NTN") was granted to REN – Rede Eléctrica Nacional, S.A. in accordance with Decree-Law No 182/95 of 27 July 1995 (art. 64) to manage the PES system, using the National Transmission Network as well as development of the necessary infrastructures.
The objective of this concession contract consists of the following activities:
In this activity REN, S.A. operated up to 30 June 2007 as an agent between electricity producers and distributors. The electricity was acquired based on purchase and sale contracts entered into with producers and sold in accordance with tariffs defined by the regulator, ERSE (Entidade Reguladora de Serviços Energéticos). REN was agent in the sale of the available excess production.
As from 1 July 2007, in accordance with Decree-Law No 15/2022 of 14 January, upon termination of the majority of power purchase agreements ("PPA"), REN has managed the two remaining PPA`s not terminated, with Tejo Energia (Pego power plant) and Turbogás (Tapada do Outeiro CCGT power plant), through REN Trading, selling the energy of these producers into the market. The PPA of Tejo Energia has ended as of 30 November 2021 and the Turbogás PPA on March 29, 2024. The Tapada do Outeiro is no longer operating under a PPA and is out of the market, available to System Management to ensure security of supply. The end of the first quarter of 2024 will mark the end of the term of the PPA with Turbogás, with the consequent cessation of operational activity associated with it. Notwithstanding the expiry of the aforementioned PPA, REN Trading continued to ensure the monitoring of developments in the disputes arising from the PPA signed with Tejo Energia and Turbogás, to settle the administrative obligations relating to the greenhouse gas emission trading as well as the financial guarantees relating to MIBEL, OMIP and SEN, and to operationalise the reporting obligations resulting from the last years of activity with the technical and sectoral regulators.
On 19 November 2024, there was a merger by incorporation of REN Trading, S.A. into REN - Rede Eléctrica Nacional, S.A., through the global transfer of assets, including the rights and obligations arising from the respective activity.
The operations of REN Trading, S.A. were considered, from an accounting and tax prespective, to have been carried out on behalf of REN - Rede Eléctrica Nacional, S.A., as of 1 August 2024.
This activity, the object being to transmission of electricity through the National Transmission Network to distributors in HT (high tension) and MT (medium tension), to consumers connected to the National Transmission Network and VHT networks (very high tension), networks to which REN is connected. This activity also includes the planning and development of the National Transmission Network, the construction of new infrastructures and the operation and maintenance of the National Transmission Network.
The objective of this activity is global management of the electricity system, REN being responsible for the technical management through systematic coordination, of the National Transmission System installations, in order to ensure its integrated functionality and harmonization and continuity and security of the electricity delivery.
REN can carry out other activities directly, or through subsidiary companies, when authorized by the Government, if this is in the best interests of the concession or its clients.
The concession of the electric transmission activity which includes the global management of the system is performed in an exclusive concession regime through the exploration of the National Transmission Network. The concession was granted for a period of 50 years as from 15 June 2007.
The model of the concession contract ensures the contractual equilibrium, in the conditions of an efficient management, through the recognition of investment costs, operation and maintenance costs and adequate remuneration of the concession assets, to be reflected in the tariffs applicable to the operator.
Assets considered concession assets are the very high tension lines, connections and locations of the system manager, which includes:
In addition, the following are also considered as concession assets:
REN has an obligation to, during the concession period, maintain the assets and related means a good operating performance, maintenance and security of the assets and related means, carrying out all the repairs, renewals and adaptations necessary to maintain the assets in the required technical conditions.
REN has the right to explore the concession's assets up to the termination of the concession. The assets can only be used for the purposes of the concession. On the maturity date of the concession, concession assets will revert to the State in accordance with the terms of the contract, which include the receipt of an indemnity corresponding to the net book value of the concession assets.
The concession can be terminated by agreement between the parties, by early termination, by redemption and by maturity date term. Termination of the concession involves transmission to the State of the concession assets.
The concession contract can be terminated by the conceding entity if any of the following situations with a significant impact on the operations of the concession occurs: non-compliance with the principles of the concession; opposition to supervision and disobedience of the decisions of the conceding entity; refusal to carry out the repairs and maintenance of the concession's assets, as well as their development; application of higher tariffs than those defined by the regulator; and the unauthorized transmission or sub-concession of the transmission concession.
The conceding entity can cancel the concession whenever public interest justify this, ten years having elapsed since the date of the beginning of its term. By cancelling the concession, the operator has the right to an indemnity in accordance with the book value of the assets as of the date they revert as well as to possible profit losses.
If, upon termination of the concession, it is not renewed or the new form or entity responsible for the concession has not been decided, this concession contract can be extended for the maximum period of one year, as a lease contract, rendering of services or any other contractual legal form.
The concession for the use of the National Gas Transport Network was granted to REN - Gasodutos, S.A., for a period of 40 years, under the legal regime applicable to the organization, operation of the National Gas System and the activities of reception, storage and regasification of liquefied gas, underground gas storage, transport and gas distribution approved by Decree-Law No 62/2020 of 28 August 2020, which replaced the Decree-Law No 140/2006 of 26 July 2006 and the Decree-Law No 30/2006 of 15 February 2006.
The purpose of the REN Gasodutos, S.A. concession is to manage the National Gas System, operate the high pressure gas transport network and develop the necessary infrastructure, under the public service provision regime, it also became part of the management activity of the interconnection of installations for the production of gases of renewable origin, as well as the design and construction of the monitoring and control facilities.
I
II
Consolidated
and
individual
accounts
III
The concession contract of REN Gasodutos, S.A. consists in the following activities:
The objective of this activity is to manage the National Gas Supply System (Sistema Nacional de Abastecimento de Gás - SNGN) through coordination of the national and international connections to the National Gas Transport Network, planning and preparation of the expansion necessary of the high pressure gas transport network, and control of the gas safety reserves. The operators which perform any activity integrated in the SNG, as well as the users are subject to this activity.
The concession of this activity has the objective to ensure gas transport through the infrastructures that make up the high pressure national network, as well as the construction, maintenance, operation and exploration of all the infrastructures of the National Gas Transport Network and the connections to the network and infrastructures that might be connected, as well, of the installations necessary for its operations.
The model of the concession contract ensures contractual equilibrium, in the conditions of an efficient management, through recovery of the eligible investment costs, operating and maintenance costs and adequate remuneration of the assets, to be reflected in the tariffs applicable to the operator.
The concession assets considered include:
In addition, the concession assets also include:
REN Gasodutos, S.A. must, during the concession period, maintain the assets and related means in good operational performance, maintenance and security, carrying out all the repairs, renewals and adaptations necessary to maintain the assets in the required technical condition.
REN Gasodutos, S.A. is entitled to operate the concession's assets until the concession maturity. The assets can only be used for the purposes of the concession. On the concession date termination, the concession assets will revert to the State in accordance with the terms of the contract, which include an indemnity corresponding to the net book value of the concession.
The concession can be terminated by agreement between the parties, early termination, by redemption and by maturity date term. Termination of the concession involves transmission to the State of the assets related to the concession.
The concession contract can be terminated by the conceding entity if any of the following situations with a significant impact on the operations of the concession occurs: imminent failure or interruption of the activity; deficiencies in the management and operation of the concession operations; or deficiencies in the maintenance and repair of the infrastructures that compromise the quality of the services, application of higher tariffs than those authorised by the regulator, and the unauthorized transmission of the concession.
The conceding entity can cancel the concession whenever for public interest reasons, 15 years having elapsed since the date of the beginning of its term. By cancelling the concession, the operator has the right to an indemnity in accordance with the net book value of the assets as of the date they revert as well as to possible loss of future profits.
III
The concession of the LNG reception, storage and regasification activity, in a LNG terminal, was attributed to REN Atlântico, Terminal de GNL, S.A. for a period of 40 years, under the legal regime applicable to the organization, operation of the national gas system and the activities of reception, storage and regasification of liquefied natural gas, underground gas storage, transport and gas distribution approved by Decree-Law 62/2020 of 28 August 2020, which replaced the Decree-Law No 140/2006 of 26 July 2006 and the Decree-Law No 30/2006 of 15 February 2006.
The object of the concession contract of REN Atlântico, Terminal de GNL, S.A. comprises the following activities, under the public service provision regime:
The model of the concession contract ensures contractual equilibrium in the conditions of an efficient management, through recovery of the eligible investment costs, operating and maintenance costs and adequate remuneration of concession assets, to be reflected in the tariffs applicable to REN.
The concession assets considered are as follows:
In addition, the following are also considered as concession assets:
REN Atlântico Terminal de GNL, S.A. must, during the concession period maintain the assets in good operating condition, ensure the maintenance and security of the assets and related means, carrying out the necessary repairs, renewals and adaptations needed to keep the assets in the required technical conditions.
REN Atlântico Terminal de GNL, S.A. has the right to operate the assets of the concession until its maturity. These assets may only be used for the purposes of the concession. At the termination of the concession the concession assets revert to the State in accordance with the contract, which provides for an indemnity to be paid corresponding to the net book value of the concession assets.
The concession can be cancelled by agreement between the parties, through early termination, redemption or maturity date term. Cancellation of the concession results in transmission of all the concession assets and related means to the State.
The concession contract can be terminated by the conceding entity when any one of following events occurs, with a significant impact on the operations of the concession: non-application of the concession principles, eminent failure or interruption of the concession operations; deficiencies in the management and of the concession's operations; or deficiencies in the maintenance and repair of the infrastructure that compromises the quality of the service; application of higher tariffs than those authorized by the regulator; and the unauthorized transmission of the concession.
The conceding entity can cancel the concession, whenever the public interest justifies, but only after a 15 year period as from the date of the beginning of the concession. By cancelling the concession, the operator has the right to an indemnity in accordance with the book value of the assets as of the date they revert, as well as to possible future profit losses.
The concession of underground storage activity was attributed to REN Armazenagem, S.A. for a period of 40 years, under the legal regime applicable to the organization, operation of the national gas system and to the reception, storage and regasification activities of liquefied natural gas, underground gas storage, transport and gas distribution approved by Decree-Law No 62/2020 of 28 August 2020, which replaced the Decree-Law No 140/2006 of 26 July 2006 and the Decree-Law No 30/2006 of 15 February 2006.
The object of the concession contract of REN Armazenagem, S.A. comprises the following activities, under the public service provision regime:
The model of the concession contract ensures contractual equilibrium, in the conditions of an efficient management, through recovery of the eligible investment costs, operating and maintenance costs and adequate remuneration of the concession assets, to be reflected in the tariffs applicable to REN.
The concession assets considered include:
In addition, the following are also considered as concession assets:
• the property owned by REN – Armazenagem, S.A., in which the above mentioned equipment is installed as well as the related rights of way;
REN Armazenagem, S.A. must, during the concession period, maintain the assets in good operating condition, maintenance and security, carrying out the needed repairs, renewals and adaptations necessary to keep the assets in the required technical conditions.
REN – Armazenagem, S.A. has the right to operate the assets of the concession until its maturity. These assets may only be used for the purposes of the concession. At the termination date of the concession, its assets revert to the State in accordance with the contract, which provides for an indemnity to be paid corresponding to the net book value of the concession assets.
The concession can be cancelled by agreement between the parties, through early termination, redemption or maturity date term. Cancellation of the concession results in transmission of all the concession assets to the State.
The concession contract can be terminated by the conceding entity when any one of following events occurs, with a significant impact on the operations of the concession: non-application of the concession principles, imminent failure or interruption of the concession operations; deficient management of the concession's operations; or deficiencies in the maintenance and repair of the infrastructure that compromises the quality of the service; application of higher tariffs than those authorized by the regulator; and the unauthorized transmission of the concession.
The conceding entity can redeem the concession, whenever the public interest justifies it, but only after at least a 15 year period as from the date of the beginning of the concession. By cancelling the concession, the operator has the right to an indemnity in accordance with the book value of the assets as of the date they revert, as well as to possible futures profit losses.
The concession of the natural gas distribution activity in low and medium pressure, in the concession area defined in the concession contract, was attributed to REN Portgás for a period of 40 years, beginning in 2008.
Under Decree-Law No 62/2020, of 28 August 2020, which replaced the Decree-Law 140/2006 of 26 July 2006 and the Decree-Law No 30/2006 of 15 February 2006, to carry out the following activities, under a rendering of public service regime:
The model of the concession contract ensures contractual equilibrium, in the conditions of an efficient management, through recovery of the eligible investment costs, operating and maintenance costs and adequate remuneration of the concession assets, to be reflected in the tariffs applicable to REN.
The concession assets considered include:
• telecommunications, telemetry and remote control infrastructures and equipment, used in the management of all infrastructures and in the delivery of natural gas to consumers.
In addition, the following are also considered as concession assets:
REN Portgás has an obligation to, during the concession period, maintain the assets in good operating condition, maintenance and security, carrying out the needed repairs, renewals and adaptations necessary to keep the assets in the required technical conditions.
REN Portgás has the right to operate the assets of the concession until its maturity. These assets may only be used for the purposes of the concession. At the termination date of the concession its assets revert to the State in accordance with the contract, which provides for an indemnity to be paid corresponding to the net book value of the concession assets.
The concession can be cancelled by agreement between the parties, through early termination, redemption or maturity date term. Cancellation of the concession results in transmission of all the concession assets to the State.
The concession contract can be terminated by the conceding entity if any of the following events occurs, with a significant impact on the operations of the concession: non‑application of the concession principles, imminent failure or interruption of the concession operations; deficient management of the concession's operations; or deficiencies in the maintenance and repair of the infrastructure that compromises the quality of the service; application of higher tariffs than those authorized by the regulator; and the unauthorized transmission of the concession.
The conceding entity can redeem the concession, whenever the public interest justifies it, but only after at least a 15 year period as from the date of the beginning of the concession. By cancelling the concession, the operator has the right to an indemnity in accordance with the book value of the assets as of the date they revert, as well as to possible futures profit losses.
The Portuguese State has granted a concession to Enondas, Energia das Ondas, S.A. ("Enondas" or "the Operator"), a wholly owned subsidiary of REN, under the terms of item 3, article 5 of Decree-Laws No 5/2008 of 8 January and No 238/2008 of 15 December, to operate a pilot area to produce electricity from ocean waves.
In accordance with Decree-Law No 238/2008 of 15 December the concession has a period of 45 years and includes authorization to install the infrastructures to connect to the public electricity network and to use the public hydro resources, monitoring the use of the water resources necessary to produce electricity from waves by third parties, as well as competency to grant licences for the establishment and operation of the production of electric energy and related monitoring.
On 21 February 2012, the following amendments to the concession agreements in effect between the Portuguese State and the Group companies were signed, namely: i) the concession of transport activity of electricity through the National Network of Transport of Electricity signed with REN – Rede Eléctrica Nacional, S.A.; ii) the concession of transport activity of natural gas through the National Network of Natural Gas Transportation, signed with REN Gasodutos, S.A.; iii) the concession activity of reception, storage and regasification of liquefied natural gas to the terminal in Sines, signed with REN Atlântico, terminal GNL, S.A.; and iv) the concession of the activity of underground storage of natural, signed with REN Armazenagem, S.A.
These concession contracts were amended with the main purposes of: i) detailing the functions of the operators of the national networks of electricity and natural gas transportation; ii) develop arrangements for monitoring and supervising the activities of dealers by the Portuguese State and iii) specify the terms applicable to provide information by each of the dealers, adapting the respective contractual clauses to the legal provisions and regulations in force, in particular Decree-Law No 77/2011 and No 78/2011, both of 20 June.
On 23 April 2018, a second amendment to the concession contract was signed between the Portuguese State and REN - Rede Eléctrica Nacional, S.A., through which the Portuguese State determined REN, as a concessionaire, in particular, the execution of the installation work of an underwater cable off Viana do Castelo to the Public Service Electricity Network on land, including the development of studies and projects that prove necessary, the operation, maintenance and exploration of the cable, as well as the execution of interconnection work both at sea and on land.
The main accounting policies used by the Group in the preparation of the consolidated financial statements are described below. The policies have been applied consistently in the periods presented.
The consolidated financial statements were prepared on a going concern basis, as from the books and accounting records of the companies included in the consolidation (Note 6), maintained in accordance with generally accepted accounting principles in Portugal, adjusted in the consolidation process so that the consolidated financial statements be in accordance with the International Financial Reporting Standards as endorsed by the European Union ("IAS/ IFRS"), in force for the years starting on 1 January 2024.
The Board of Directors evaluated the Group's going concern capability, based on all the relevant information, facts and circumstances, of financial, commercial and other natures, including subsequent events occurred after the financial statement report date. Particularly, as of 31 December 2024, current liabilities in the amount of 1,388,904 thousand euros are greater than current assets, which total 533,076 thousand euros.
I
II
Consolidated
and
individual
accounts
III
III
However, in addition to the consolidated results and cash flows estimated for 2025, the Group has, as of 31 December 2024, credit lines in the form of commercial paper available for use in the amount of 1,655,000 thousands euros (Note 20). In addition, the Group has, with reference to 31 December 2024, two Revolving Credit Facility with SMBC EU AG and Mediobanca in the amount of 150,000 thousand euros,and 50,000 thousand euros respectively, two loan lines with the Industrial Commercial Bank of China and Bank of China Limited, available for use in the amount of 105,000 thousand euros and 250,000 thousand euros, respectively, credit line with EIB (European Investment Bank) in the amount of 150,000 thousand euros and also has 79,530 thousand euros in credit lines contracted and not used (Note 20).
In result of this assessment, the Board concludes that the Group has the adequate resources to proceed its activity, not intending to cease its operations in short term, and therefore considers adequate the use of a going concern basis in the preparation of the financial statements.
Such standards includes the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board ("IASB"), International Accounting Standards (IAS), issued by the International Accounting Standards Committee ("IASC") and respective IFRIC and SIC interpretations, issued by the International Financial Reporting Interpretation Committee ("IFRIC") and Standard Interpretation Committee ("SIC"), that have been adopted by the European Union. The standards and interpretations are hereinafter referred generically to as IFRS.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates, assumptions and judgements in the process of adopting REN's accounting policies, with a significant impact on the carrying amounts of assets, liabilities as well as expenses and income for the reporting period.
Although the estimates are based in the best experience of the Board of Directors and their best expectations in relation to current and future events and actions, the current and future results may differ from the estimates. The areas involving a higher degree of judgement or complexity, or areas in which the assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
As a result of conflits by Russia against Ukraine, and by Israel and Palestina, there was a general worsening of the climate of global uncertainty with negative effects on the prospects for the evolution of the world economy and financial markets.
The REN Group is actively monitoring this situation, has activated all the necessary plans and, although the possible outcomes of the conflicts are unpredictable, there are currently no significant effects on its operations and regulatory duties.
REN Group essentially operates in two business areas, Electricity and Gas, in accordance with concession contracts assigned to the Group and which are regulated, which to a certain extent minimizes the possible impacts of these conflicts.
REN remains strongly committed and assumes a facilitator role in energy transition and environmental protection, recognizing that the integrated and synergistic adaptation of gas and electricity infrastructures is crucial to achieving the decarbonization goals established by national energy policy. The development of the necessary infrastructure for the energy transition and the mission of ensuring the uninterrupted supply of energy to the whole country, contributing to the communities involvement and development in which REN operates, is materialized through the establishment of high criteria for environment protection, conservation and restoration, acting in accordance with the best practices in terms of our contribution as an environmentally responsible company. On the other hand, the continuous development of innovation projects, some focused on emerging themes such as sustainability and circular economy, hydrogen and renewable gases, digitalization and cybersecurity, which are integrated in the different companies of the REN Group, contributes significantly to position and achieve the energy transition.
In accordance with this Tariff Regulation applicable for electricity and gas, the REN Group determines, on each reporting date and in accordance with the criteria defined by ERSE, the tariff deviations between the permitted revenues published by ERSE, recalculated based on the actual values of the cost drivers, and the invoiced income.
On June 2023, ERSE published the document "Parameters for the regulation period 2024-2027", for the regulated companies in the gas sector and, on 15 December 2021, the document "Parameters for the regulation period 2022-2025" for the companies in the electricity sector.
In the transport activity of electricity, the total amount of revenue recognized in the income statement will correspond to the annual value defined by ERSE for the 2022-2025 period, updated according to the application of the actual values of the inducers and the annual efficiency factor.
In accordance with the Tariff Regulation, since 2022 a mechanism for sharing gains and losses between companies and consumers has been applied to this activity. This sharing of gains or losses is only calculated one year after the end of the regulatory period to which it applies. In this way, contingent assets or liabilities can be identified in cases where it is possible to assess with some degree of certainty about the future materialization of these gains or losses, regardless of the moment of their final determination only in the future.
III
There were no significant changes in the long-term expectation of recovery of the Group's investments and financial holdings.
The consolidated financial statements are presented in thousands of euros.
The accounting policies adopted in these consolidated financial statements are consistent, in all material respects, with the policies used in the preparation of the consolidated financial statements for the year ended 31 December 2023, as described in the notes to the consolidated financial statements of 2024, except regarding the adoption of new effective rules for periods beginning on or after 1 January 2024.
The Group has not previously adopted any standard, interpretation or amendment that is not yet in force.
These consolidated financial statements were approved by the Board of Directors at a meeting held on 20 March 2025, being subsequently subject to approval at the General Meeting. The Board of Directors understands that the consolidated financial statements fairly present the financial position of the companies included in the consolidation, the consolidated results of their operations, their consolidated comprehensive income, the consolidated changes in their equity and their consolidated cash flows in accordance with the International Financial Reporting Standards as endorsed by the European Union ("IFRS").
The following standards, interpretations, amendments and revisions have been endorsed by the European Union with mandatory application in effective for annual periods beginning on or after 1 January 2024:
These amendments included requirements for seller-lessees to measure the lease liability in a sale and leaseback transaction, in order to not recognizing any gain or loss on the right of use retained. The future adoption of this standard is not expected to have significant impacts on REN's consolidated financial statements.
These amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current
(due or potentially due to be settled within one year) or non-current, and include clarifying the classification requirements for debt a company might settle by converting it into equity. These amendments clarify, not change, existing requirements, and so are not expected to affect companies' financial statements significantly. However, they could result in companies reclassifying some liabilities from current to non-current, and vice versa. The future adoption of this standard is not expected to have significant impacts on REN's consolidated financial statements.
These amendments require that companies to make additional disclosures about their supplier financing agreements, allowing an evaluation of how it might influence liabilities and cash flows, the effect of exposure to liquidity risk and the impact on companies if these arrangements were not available. These requirements complement existing disclosures in IFRS. The future adoption of this standard is not expected to have significant impacts on REN's consolidated financial statements.
The following standards, interpretations, amendments and revisions have been endorsed by the European Union with mandatory application in future economic exercises:
These amendments clarify the circunstances in which a currency is considered to be interchangeable and provide guidance on how to calculate the exchange rate when a currency is not exchangeable for another currency. This standard establishes that it must be disclosed how the financial performance, financial position and cash flows of the entity may be affected by the currency that is not exchangeable. This change has retrospective effects without restatement of the comparison, the impact of the transposition of financial information must be considered in retained earnings or foreign exchange reserve. The future adoption of this standard is not expected to have significant impacts on REN's consolidated financial statements.
The Company did not use any early adoption option of any of the above standards in the consolidated financial statements for the year ended 31 December 2024.
The following standards, interpretations, amendments and revisions, with mandatory application in future years, have not, until the date of preparation of these consolidated financial statements, been endorsed by the European Union:
| STANDARD | APPLICABLE FOR FINANCIAL YEARS BEGINNING |
RESUME |
|---|---|---|
| Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments |
01-Jan-26 | The Amendments to IFRS 9 come from the post-implementation review process of the "Classification and measurement" chapter, in which the IASB identified some aspects to clarify for better understanding them. |
| IFRS 18 - Presentation and Disclosure in Financial Statements |
01-Jan-27 | The objective of IFRS 18 is to set out requirements for the presentation and disclosure of information in general purpose financial statements (financial statements) to help ensure they provide relevant information that faithfully represents an entity's assets, liabilities, equity, income and expenses. |
| IFRS 19 - Subsidiaries without Public Accountability: Disclosures |
01-Jan-27 | The objective of IFRS 19 is to allow those in charge of the preparation of IFRS financial information without public exposure, but which are group subsidiaries reporting in IFRS and with listed securities, a reduction of the disclosures made while still complying with IFRS. |
| IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 - Annual Improvements to IFRS Accounting Standards—Volume 11 |
01-Jan-26 | The objective of this annual publication is to improve some of the existing standards. In this case were considered 5 standards (IFRS 1, IFRS 7, IFRS 9, IFRS 10, IAS 7) for which some changes and improvements are made. |
| Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) |
01-Jan-26 | The Amendments will clarify the application of "own-use" requirements, allow the use of hedge accounting and add new disclosure requirements. |
These standards and interpretations were not yet endorsed by the European Union and consequently REN has not adopted them on the 31 December 2024 consolidated financial statements. The future adoption of these changes is not expected to have a significant impact on REN's consolidated financial statements.
The consolidation methods used by the Group are as follows:
Subsidiaries are all entities (including special purpose entities) over which REN has cumulatively the following elements of control: (i) the ability to manage the relevant activities (activities that significantly affect the investee's results); (ii) exposure or rights to variable results of the investee; and (iii) the ability to affect those results through the power REN holds, which is usually associated with the control, directly or indirectly, of more than half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred is measured at the fair value of the delivered assets, the capital instruments issued and the liabilities incurred, or assumed on the date of acquisition. Acquisition-related costs are recognized in profit or loss as incurred, except for the costs of issuing debt or equity instruments, which must be recognized in accordance with IAS 32 and IFRS 9.
The identifiable assets acquired and the liabilities and contingent liabilities assumed in a business combination are initially measured at fair value at the acquisition date, regardless of the existence of uncontrolled interests. The excess of the acquisition cost in relation to the fair value of the Group's portion of the identifiable assets and liabilities acquired is recorded as Goodwill, in cases where control acquisition is verified, which is detailed in Note 9.
If the acquisition cost is lower than the fair value of the net assets of the acquired subsidiary (negative goodwill), the difference is recognized directly in the statement of income under "Other operating income".
The acquisition cost is subsequently adjusted when the acquisition/ attribution price is contingent upon the occurrence of specific events agreed with the seller/ shareholder (eg, realization of fair value of assets acquired).
Any contingent payments to be transferred by the Group are recognized at fair value at the acquisition date. If the assumed obligation constitutes a financial liability, subsequent changes in fair value are recognized in profit or loss. If the assumed obligation constitutes an equity instrument, there is no change in the initially estimated amount.
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The amounts of assets and liabilities acquired within the scope of a business combination may be reviewed over a period not exceeding one year after the date of acquisition on facts and circumstances that existed on the date of acquisition.
REN reassesses power over a subsidiary when there is evidence of changes in one or more control elements indicated above.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are excluded from the consolidation as from the date that control ceases. The net income of the subsidiaries acquired or sold during the period is included in the consolidated financial statement from the date of acquisition or until the date it has been sold. Subsidiaries are included in the accompanying financial statements in accordance with the full consolidation method.
Equity and net profit for the year corresponding to third party participation in subsidiaries are reflected separately in the consolidated statement of financial position and income statement in the caption "Non-controlling interests".
The comprehensive income is attributable to the company's shareholders and to the non-controlling interests, even if that results in a negative balance of the non-controlling interests.
Whenever necessary, adjustments are made to the financial statements of subsidiaries for consistency with Group accounting policies. Transactions, balances and dividends distributed between Group companies are eliminated in the consolidation process.
The entities that qualify as subsidiaries are listed in Note 6.
Investments in associates (companies in which the Group has significant influence but does not have control or joint control through participation in the company's financial and operating decisions, normally where it holds between 20% to 50% of the share capital) are recorded in accordance with the equity method.
In accordance with the equity method, investments in associates are recorded at cost and subsequently, adjusted by the Group's share of the investee's post acquisition changes in net equity (including net result) of the associated company by corresponding entry to the income statement.
Additionally, dividends received are recorded as a decrease on the carrying amount of the associate, and proportional portion in the equity changes is recorded as a variation in the Group's equity and as an increase or decrease of the associate.
The excess of cost in relation to the fair value of the identifiable assets and liabilities of the associated company at the date of acquisition is recognised as goodwill and presented in a caption of Investments in associates and joint ventures. If the difference between cost and fair value of the assets and liabilities acquired is negative, it is recognised as a gain in the period.
Valuations are made of investments in associates when there are facts that might indicate that the participation is impaired, being recorded an impairment losses in the income statement, if exists.
When the Group's proportion on the accumulated losses of an associate exceeds its carrying amount, the investment is recorded at a nil amount, except when the Group has assumed commitments to cover the losses of the associate, when the additional losses require the recognition of a liability. If these companies subsequently report net profits, the Group only starts recognizing its share on those profits only after its profit share equals the unrecorded losses.
Unrealized gains on transactions with associates are eliminated proportionally to the Group`s interests, by corresponding entry to the investment caption. Unrealized losses are also eliminated but only up to the point that such loss does not result from the transferred asset being impaired.
The interests in associates are detailed in Note 10.
Investments in joint ventures are a joint agreement whereby the parties have rights to the net assets of the agreement, by a binding contractual agreement that should give the parties joint control. Conceptually, joint control is the sharing of the decisions of the relevant activities, on which it is required unanimous consent of the parties.
The recognition and measurement of joint ventures included in the consolidated financial statements is made using the equity method. The Group's share of the earnings or losses of the joint venture is recognized in the income statement as operating income and the share of movements in reserves of the joint venture, if any, is recognized in reserves. The unrealized gains and losses on transactions with jointly controlled entities are eliminated in proportion to the Group's interest in the jointly controlled company, against the investment in the entity.
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The accounting policies of joint ventures are standardized, when necessary, to ensure that they are consistently applied in the consolidated financial statements.
Investments in joint ventures are detailed in Note 10.
Investments in associates (companies in which the Group does not have significant influence or control, normally where it holds less than 20% of the share capital) are recorded at cost, since the companies are not listed in any stock exchange and the fair value cannot be measured with reliability.
The investments in associates are classified as investments in equity instruments at fair value through other comprehensive income in accordance with IFRS 9, being presented as non-current assets when considered strategic to the Group.
Investments in subsidiaries, presented as investments in equity instruments at fair value through other comprehensive income, are detailed in Note 13.
Differences between the cost of acquisition of investments in subsidiaries and the fair value of the identifiable assets and liabilities of these companies as of the date of the acquisition or during a period of 12 months after that date, if positive, are recorded as goodwill (in the case of subsidiaries). If this difference is negative, they are immediately recorded in the consolidated profit and loss statement.
Goodwill is not amortised, but is subject to impairment tests at least annually to verify the existence of impairment losses.
Goodwill impairment test is based on the recoverable amount of the cash generating unit, comparing the recoverable amount with the carrying amount. If the carrying amount exceeds the recoverable amount an impairment loss is recorded immediately in the consolidated financial statements, reducing the asset value and recording an impairment loss on the consolidated statement of profit and loss which is not reversible. The recoverable amount is determined based on the use value of the cash generating unit, being this value calculated by discounting the future cash flows, considering the business risks, the temporal value as well as market conditions.
If the initial accounting for a business combination can be determined only provisionally at the end of the reporting period in which the combination occurs (because the fair values to be assigned to the identifiable assets, liabilities and contingent liabilities of the acquiree or the cost of the concentration can only be determined provisionally), the Group accounts for the business combination using the available information.
Those provisional amounts are adjusted upon the final determination of the fair values of the assets and liabilities occurring up to a maximum period of twelve months after the acquisition date. During this period Goodwill or any recognized gain will be adjusted from the acquisition date by an amount equal to the fair value adjustment at the acquisition date of the identifiable assets, liabilities and contingent liabilities to be recognized or adjusted and the comparative information presented for the periods prior to the completion of the initial accounting of the concentration. This includes any depreciation, amortization or other gain or loss effect recognized as a result of completing the initial accounting.
Items included in the financial statements of each of the REN Group entities are recorded using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements including these notes are presented in thousands of euros, unless otherwise indicated, the Group's functional currency.
Foreign currency transactions are translated to the functional currency using the exchange rates prevailing at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currency in the separate financial statements of the subsidiaries are translated into the functional currency of each subsidiary using the exchange rates prevailing on the date of the statement of financial position for each period. Non-monetary assets and liabilities denominated in foreign currency and recorded at fair value are translated into the functional currency of each subsidiary using the exchange rate prevailing on the date the fair value was determined.
Foreign exchange gains and losses arising from the differences between the exchange rates prevailing on the date of the transactions and those in force at the date of collection, payments or at the date of the statement of financial position are recorded as income and/ or expenses in the consolidated income statement for the year under the same captions where the income and losses associated with these transactions are reflected, except for those relating to non-monetary amounts whose fair value changes are recorded directly in equity.
The separate financial statements of the associates of the Group are prepared in the functional currency of the entities. Exchange differences arising from the amount expressed in euros of the opening balance of net assets at the beginning of the year and the translation to euros of the opening balance of net assets using the year end exchange rate are booked against "Other Reserves".
The foreign currency exchange rates used for the translation of the foreign currency balances are as follows:
| CURRENCY | 2024 | 2023 |
|---|---|---|
| US Dollar (USD) | 1.04 | 1.11 |
| Pound sterling (GBP) | 0.83 | 0.87 |
| Japanese Yen (JPY) | 163.06 | 156.33 |
| Chilean Pesos (CLP) | 1,031.52 | 967.78 |
Tangible and intangible assets are valued at cost less accumulated amortization/ depreciation and accumulated impairment losses. Cost includes the cost of assets considered as of the transition date to IFRS and the acquisition or construction cost of assets acquired/ constructed after that date.
Acquisition or construction cost includes the purchase price of the asset and costs incurred directly to prepare the asset to start operating. Borrowing costs incurred during the construction phase are recognised as acquisition/ construction costs. Financial expenses incurred during the construction period with loans obtained are recorded as a component of the acquisition/ construction cost of the asset, being amortized over the useful life period of the correspondent asset.
Subsequent costs, including renewals and major overhauls, that extend the useful life of the assets is recognised as cost of the asset, after write off of the component replaced.
Current maintenance and repair costs are expensed in the year they are incurred.
Tangible and Intangible assets are depreciated on a straight line basis over the estimated period of useful life of the assets, from the moment they are available for use in the necessary conditions to operate in accordance with management objectives.
Whenever there are impairment indicators of fixed assets, impairment tests are made to estimate the recoverable amount of the asset and impairment losses, if any, are recorded. The recoverable amount is defined as the higher amount between the net sale price of an asset and its value in use. The value in use is calculated based on a discounted future cash flows resulting from continued use of the asset and its sale at the end of its useful life.
The useful life of the assets is reviewed at the end of each year so that the depreciation or amortization recorded is in accordance with the consumption standards of the assets. Changes in useful life are treated as changes in accounting estimates and are applied prospectively.
| NUMBER OF YEARS |
|
|---|---|
| Property, plant and equipment: | |
| Transmission and electronic equipment | 5 to 55 |
| Transport equipment | 4 to 7 |
| Office equipment | 3 to 10 |
| Property, plant and equipment in progress | 5 to 60 |
| Intangible assets: | |
| Industrial property | 3 to 50 |
| Other intangible assets | 4 to 35 |
Gains and losses on the sale of tangible and intangible assets are determined by the difference between the sale amount and the carrying amount of the asset, being recorded in the consolidated statement of profit and loss.
Concession/ Regulated assets – IFRIC 12 – Service Concession Arrangements
The Group has: (i) five concessions for the operations and development of the National Transmission Network, for the global management of the national electric system, as well as utilization and development of the National Natural Gas Transport Network, of the Liquid Natural Gas terminal, the distribution of natural gas in low and medium pressure, the underground storage of natural gas and global management of the natural gas system and (ii) a concession to explore a pilot zone for the electricity production from ocean waves. The assets acquired/ constructed by REN under these concession contracts are referred to below as assets relating to the concession.
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IFRIC 12 – Service Concession Arrangements was issued by the IASB in November 2006, for application in years starting on or after 1 January 2008. IFRIC 12 was endorsed by the European Union on 25 March 2009, being of mandatory application for years beginning on or after 1 January 2010.
IFRIC 12 applies to public service concession contracts in which the conceding entity controls/ regulates:
IFRIC 12 applies to infrastructures:
Therefore, considering the above the REN Group's concessions are covered by this IFRIC for the following reasons:
This interpretation establishes the general principles for the recognition and measurement of the rights and obligations under the concession contracts with the features mentioned earlier and define the following models:
Considering the nature of concession of the REN Group, as regards the legal nature of its concessions, REN decided that the best model for its business case is the intangible model due essentially to the risk of changes in the tariff regulation imposed by the regulator ERSE.
In this respect and in relation to the residual value of the assets relating to the concession (in accordance with the concession contracts, REN has the right to be reimbursed at the end of the concession contract for the net book value of the conceded assets), they were also considered as part of the intangible assets. The residual value of the conceded assets was not significant as of 31 December 2024.
Attending to the above, concession assets (intangible assets) are valuated at its acquisition cost or production cost which include financial costs incurred during the construction period. The revaluations that were recorded in the concessions assets on the date of transition to IFRS are part of its cost.
For amortization purposes of the concession assets, REN Group follows IAS 38 – Intangible assets, that states in paragraph 98 that: "A variety of amortization methods can be used to allocate the depreciable amount of an asset on a systematic basis over its useful life. These methods include the straight line method, the declining balance method and the production units method. The method used is selected based on the expected consumption model of the future economic benefits incorporated in the asset and is applied consistently from period to period, unless there is a change in the expected consumption model of these future economic benefits". Therefore considering this, REN understands that the amortization method that best reflects the expected standard of consumption of future benefits of this asset is amortization based on the rate of amortization of the gas and electricity
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infrastructures approved by the regulator ERSE, as this is the basis of its annual income, that is the conceded assets are amortized based on the remuneration model underlying the Tariff Regulations.
Therefore, in accordance with IFRIC 12 the right granted under the concession contract consists of the possibility of REN charging tariffs based on the costs incurred with the infrastructures. However, considering the methodology for determining REN's tariffs, the remuneration base is determined considering each concession asset, specifically, which implies the need to componentize the right. Consequently, in the case of REN's concessions it is considered that the right is componentized by separate parts as the various remuneration bases are established.
In accordance with IFRIC 12 construction of the infrastructure by the operator is a service that it provides to the conceding entity, distinct from the operation and maintenance service and, as such, will be remunerated by it. However, in applying IFRIC 12 the REN Group assumes that there is no margin in the construction but only in the operation business. Nevertheless, construction costs and income relating to construction are recorded in the consolidated statement of profit and loss for the year, considering the requirements of IFRIC 12 in the captions "revenue from construction of concession assets" and "costs with construction of concession assets".
The REN Group makes impairment tests of the assets relating to the concessions whenever events or circumstances indicate that book value exceeds its recoverable amount, being that difference, if any, recorded in the statement of profit and loss. The cash generating units defined for the purpose are directly associated with each concession contract, considering that the conceded assets relating to them belong to the same cash generating unit.
Lands relating to the electricity producing plants are covered by the Concession Contracts entered into between REN and the Portuguese State and are remunerated based on its amortization, not being disassociated, as such from the other assets of the concession, being an integral part of a common cash generating unit.
Investment grants relating to assets are recognized in the statement of profit and loss at the same rate as amortization of the assets. IAS 20 in paragraphs 24 and 25 states that:
"Government grants relating to assets, including non-monetary grants at fair value must be presented in the statement of financial position considering the grant as deferred income or deducting the grant to the cost of the asset".
Therefore given the existence of these two alternatives for the presentation of grants in the financial statements and IFRIC 12 not mentioning the treatment of investment grants received, REN maintained the grants recorded as liabilities.
Considering this, and as a result of applying IFRIC 12, the REN Group classifies assets relating to the concessions in accordance with the intangible asset model, being amortized on a straight line basis as from the date in which they become available for use in accordance with the expected consumption of future benefits model, which corresponds to the regulatory period defined by ERSE and considering that at the end of the concession the Group has the right to receive the net book value of the assets.
Intangible assets in progress reflect the concession's assets still under construction, being recorded at cost less any impairment losses, being amortized as from the time the investment projects are completed or available for use.
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use), under property, plant and equipment and intangible assets in the consolidated statement of financial position. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-ofuse assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
At the commencement date of the lease, the Group recognises lease liabilities, under Borrowings in the consolidated statement of financial position. The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option
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recognized at fair value plus transaction costs. In subsequent periods, they are measured at fair value or at cost, since the companies are not listed in any stock in fair value recognized in the fair value reserve in equity until the investment is sold or received or until the fair value of the investment is below its acquisition cost for an extended period, where the accumulated gain or loss is recorded in the income statement.
The Board of Directors determines the classification and measurement of investments in financial assets according to the business model, evaluated in the initial application data, used in its management and the characteristics of the contractual cash flows.
Investments in financial assets may be classified under the following categories:
c) Financial assets at fair value through profit or loss - Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value.
Financial assets are classified as non-current, except when:
(i) the Group expects to realize or dispose of in the normal course of its operating cycle; (ii) holds the asset primarily for trading purposes;
(iii) expects to realize the asset within twelve months after the reporting date; or (iv) the asset is cash or cash equivalent.
Purchases and sales of investments in financial assets are recognized on the date of the transaction - the date on which REN commits itself to buy or sell the asset.
Financial assets at fair value through profit or loss are initially recognized at fair value being the transaction costs expensed in the consolidated statement of profit and loss. Such assets are subsequently adjusted to fair value, gains and losses arising from changes in fair value being recorded in the consolidated statement of profit and loss caption "Financial costs" for the period in which they arise, which also includes interest income and dividends received.
Interest revenue is recognized using the effective interest method, provided that it is probable that economic benefits will flow to the Group and its amount can be measured reliably.
Revenue from dividends should be recognized when the Group's right to receive the corresponding amount is established.
Equity instruments at fair value trought other comprehensive income are initially exchange and the fair value cannot be measured with reliability, being the change
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Dividends and interest income from financial assets at fair value through other comprehensive income are recognised in the statement of profit and loss caption financial income for the period in which the right to receive them is established.
The fair value of listed investments is based on current market prices ("bid"). If the market for a financial asset is not active, REN establishes fair value by using valuation techniques. These include the use of recent transactions, provided that they are at market prices, reference to other instruments that are substantially the same and discounted cash flow analysis when information is available, making maximum use of market inputs and relying as little as possible on entity-specific inputs.
In the situations where the investments are equity instruments not valued under active market quotations, and for which is not possible to estimate with reliability its fair value, these investments are measured at the acquisition cost deducted of impairments losses, if any, being the impairment losses recorded in the profit and loss statement of the year.
Loans and receivables are classified as "Trade and other receivables" in the statement of financial position, are initially recorded at fair value, and subsequently measured at amortised cost using the effective interest rate method, less any provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due in accordance with the original terms of the transactions that gave rise to the receivables, and it is recorded in the consolidated statement of profit and loss caption "Impairment of trade receivables".
Financial assets are derecognised when the rights to receive cash flows from the investments expire or are transferred, as well as all the risks and rewards of ownership.
Cash and cash equivalents includes cash on hand, bank deposits and other short-term highly liquid investments with initial maturities of up to three months. Bank overdrafts are presented in the "Borrowings" caption in current liabilities in the statement of financial position, and are included in the consolidated statement of cash flows, as cash and cash equivalents.
A financial instrument is classified as a financial liability when a contractual obligation exists to the issuer to liquidate capital and/ or interests, by the delivery of cash or another financial asset, independently on its legal form.
IFRS 9 established the classification of financial liabilities in two categories:
Other financial liabilities include "Borrowings" and "Trade and other payables".
Trade and other payables are initially measured at fair value and subsequently at amortised cost, using the effective interest rate method.
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost, the difference between the nominal value and the initial fair value being recognised in the consolidated statement of profit and loss over the term of the borrowing, using the effective interest rate method; or at fair value, whenever REN decides, in its initial recognition, to designate the financial liability at fair value through profit and loss, using the fair value option.
Financial liabilities are classified as current liabilities unless REN has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date, in which case they are classified as non-current liabilities.
Financial liabilities are derecognised when the related obligations are extinguished through payment, are cancelled or expire.
Derivative financial instruments are initially recorded at fair value at the date of the transaction, being subsequently measured at fair value. The method for the recognition of fair value gains or losses depends on the designation made of the derivative financial instruments. If they are designated as derivative financial instruments for trading, gains or losses resulting from fair value changes are recorded in the consolidated statement of profit and loss captions "Finance income" or "Finance costs". If they are designated as hedging derivative financial instruments, gains or losses resulting from fair value changes depends on the nature of the hedged item, which can be a fair value hedge or a cash flow hedge.
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entities, thought valuation techniques accepted in the market. Derivative financial instruments are recognized in the caption "Derivative financial instruments", and if they have a positive or negative fair value they are recorded as financial assets or liabilities, respectively.
The fair value of derivative financial instruments corresponds to its market value. In the absence of market value, the fair value is determined by external independent
In accordance with IFRS 13, the fair value of non-listed derivative financial instruments is adjusted by the effect of counterpart credit risk (Credit Value Adjustment) and own credit risk (Debt Value Adjustment). The credit risk adjustments are determined by market information, namely recent debt issued with similar conditions and risk exposure, Credit Default Swaps (CDS) spreads, among other data observed in the market.
In assessing the existence of an economic relationship between the hedged instruments and the hedging instruments, the Group assumes that the interest rate benchmark (Euribor) will not be changed following the reform of the interest rate benchmarks as permitted by the changes to IAS 39, IFRS 7 and IFRS 9 regarding the reform of interest rate benchmarks. This policy is applicable to some hedging relationships designated at 31 December 2024 in a total notional amount of 1,200,000 thousand euros (1,560,000 thousand euros at 31 December 2023).
The Group will cease to apply the above provision when:
Derivative financial instruments are classified and presented as non-current when their remaining period to maturity exceeds twelve months and they are not expected to be realized or settled within twelve months.
Within the scope of the Group risk polices of interest rate and foreign exchange rate risk management, the Group contracts a series of financial derivative instruments, namely swaps.
The criteria for applying hedge accounting rules are as follows:
At the beginning of the hedging operation, the Group documents the hedging relationship between the hedging instrument and the hedged item, its objectives and its risk management strategy. Additionally, it is assessed, both on the hedge start date and on each accounting reporting date, whether the derivative instruments designated as hedging instruments are highly effective in offsetting changes in the fair value or cash flows of the respective hedged items (including an analysis of inefficiency sources and how the coverage rate is determined).
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The effectiveness requirements in a hedging relationship are as follows:
The fair value of the derivative financial instruments contracted and the movements in the hedging reserves are disclosed in Note 16.
In the fair value hedge of an asset or liability, the book value of the asset or liability, determined based on the accounting policy used, is adjusted so as to reflect the variation of its fair value attributable to the risk hedged.
Changes in the fair value of the hedging instruments are recognized in the statement of profit and loss together with changes in the fair value of the assets or liabilities hedged attributable to the risk hedged.
In a hedging operation on the exposure to changes of high probability in future cash flows (cash flow hedge) the effective part of the fair value variation of the hedging instrument is recognized in hedging reserves, being transferred to the statement of profit and loss in the period the item hedged affects results. The ineffective part of the hedge is recorded in the consolidated statement of profit and loss.
The hedge ineffectiveness can arise from:
Hedge accounting is discontinued only when a hedging relationship (or part of that hedging relationship) no longer complies with the hedge accounting criteria (after taking into account any rebalancing of the hedging relationship, if applicable). This includes cases where the hedging instrument expires or is sold, terminated or exercised.
In circumstances where a derivative financial instrument no longer qualify as a hedging instrument, the Group assess: (i) in fair value hedge instruments, the existence of fair value adjustments to the hedged item, which will be amortized through the method the straight line for the remainder period of the hedged item; and (ii) in cash flow hedge, the existence of fair value differences recognized under hedging reserves in Equity, which amount will be reclassified to the income statement.
Any amount recorded in the caption "Reserves – hedging reserves" is only reclassified to the statement of profit and loss when the hedged position affects results. When the hedged position relates to a future transaction which is not expected to occur, any amount recorded as "Other reserves – hedge reserves" is immediately reclassified to the statement of profit and loss.
In the case of aggregated exposures, the Group designates as hedged instruments a combination of an exposure and a derivative financial instrument. For this purpose, and when designating the hedged item based on an aggregated exposure, the Group considers the combined effect of the items that constitute the aggregated exposure for the purposes of assessing the hedge effectiveness and measuring its ineffectiveness. These instruments continue, however, to be accounted for separately.
Borrowing costs are recorded as expense when incurred.
Borrowing costs related directly to the acquisition, construction or production of tangible and intangible assets are capitalised as part of the cost of the qualified asset (assets that need a substantial period of time to be prepared for its intended use).
Borrowing costs are capitalised from the time of preparation of the activities to construct or develop the asset to the time the production or construction is completed or when the project is suspended.
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Any eventual financial income derived from a loan obtained earlier and allocable to a qualifying account, are deducted from the financial expenses that qualify for capitalisation.
These refer to grants received for investment in intangible assets and are recorded as deferred income in the caption "Trade and other payables".
Grants received from the Portuguese State and the European Union are recorded when there is reasonable certainty that the grant will be received.
Operating assets delivered to REN by new producers connected to the National Transmission Network or others are also recorded as grants received.
Grants are subsequently recorded to the consolidated statement of profit and loss on a systematic basis in accordance with amortization of the related assets.
Exploration grants are recognized in the consolidated statement of profit and loss in the period in which the related costs are incurred.
The Group evaluates at each reporting date, if there are indicators that a financial asset or a group of financial assets, have any impairment, namely from which results an adverse impact on the estimated cash flows of the financial asset or group of financial assets, and always if it can measured reliably.
The adoption of IFRS 9 led to a fundamental change in the way the Group accounts for its impairment losses on financial assets, replacing IAS 39 "loss incurred" approach with a prospective approach to "expected credit loss". IFRS 9 requires the Group to recognize an impairment loss for expected credit losses for all debt instruments that are not measured at fair value through profit or loss.
For financial assets measured at amortized cost, the impairment loss to be recognized corresponds to the difference between the carrying amount and its present value on the reporting date of the new future cash flows discounted at the respective original effective interest rate.
When there is evidence of impairment on the financial asset held for sale exists, the accumulated loss - determined by the difference between the acquisition cost and the actual fair value, less any impairment losses previously recorded – is transferred from the fair value reserve in equity into profit and loss of the period. Impairment losses of equity instruments recorded in profit and loss are not reversible.
Whenever there are signs of loss of value of fixed assets, impairment tests are carried out in order to estimate the recoverable value of the asset and, if applicable, an impairment loss is recognized. An impairment loss is recognized for the amount in excess of the asset's carrying amount over its recoverable amount. The recoverable amount is determined as the higher of an asset's fair value less costs to sell and the asset's use value.
Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life, using a discount rate before taxes that reflects the current valuations of the market. time value of money and the specific risks of the asset in question.
Group REN makes impairment tests for the concession assets whenever events or circumstances indicate that the carrying amount exceeds the recoverable amount, in which case the difference, if any, is recognized in the income statement. The cash generating units were identified considering the concession agreements in place, considering that all assets belonging to these agreements are to be included in the same unit.
Assets with undefined useful life are not subject to amortization but are subject to annual impairment tests. Assets with useful life are subject to impairment tests whenever events or changes in the conditions indicate that the carrying amount may not be recovered.
This way whenever fair value is below the carrying amount of the assets, the Group should evaluate if this situation will be permanent in which case an impairment loss should be recognized. If it is assessed that the situation is not permanent the reasons that support such judgment should be disclosed.
Non-financial assets, except Goodwill, for which impairment losses have been recognised are reviewed at the end of each period evaluating the possibility of its reversal.
Reversal of impairment losses recognized in prior years is recorded in the consolidated profit and loss statement. However, the reversal of an impairment loss is recognized to the extent it does not exceed the carrying amount that would have been determined (net of depreciations) had no impairment loss been recognized for that asset in prior years.
The amortization and depreciation of the assets are recalculated prospectively in accordance with the recoverable amount adjusted by the impairment recognized.
REN grants supplementary retirement, early-retirement and survivor pensions (hereinafter referred to as pension plan), provides its retirees and pensioners with a medical assistance plan and grants other benefits such as long service bonuses, retirement bonus, and death subsidy.
The supplementary retirement and survivor pensions granted to employees consist of a defined benefit plan, with an autonomous plan assets established, to which all the liabilities are transferred and contributions are made to cover the liabilities which are vested on each period.
Employees who meet certain conditions of age and seniority pre-defined and chose to take early retirement, as well as those that agree with the Company to take early retirement, are also included in the plans.
This liabilities assumed by the Group are annually estimated by independent actuaries using the projected unit credit method. The present value of the defined benefit liability is determined by discounting future payments of the benefits using the appropriate discount rate. The liability is recognised, when applicable, deducted from the past service costs.
The source used to determine the discount rate, was based on the use of the complete yield curve (Yield Curve). The model incorporates hypothetical yield curves developed from information on bond yields in the Euro zone. The construction of these yield curves is based on bond yields considered to be of high quality credit rating (AA risk notation from Bloomberg). The credit risk notation is attributed by rating agencies being its approach consistent with yield curve model for each maturity group. The discount rate used results from the conversion of the interest rate curve in to a spot interest rate. A bond is considered to have AA risk notation if receives its notation (or equivalent) from one, or both, the two main rating agencies: Standard and Poor's and Moody's.
The liability for retirement benefits recognised in the consolidated statement of financial position corresponds to the present value of the liability for the benefits as of the reporting date less the fair value of the plan assets, together with any adjustments for past service costs, if applicable.
Actuarial gains and losses yearly determined, for each plan of benefits granted, resulting from adjustments to actuarial assumptions, experience adjustments or in the benefits scheme are recorded directly in equity.
The cost with retirement benefits is determined taking into account: i) current service costs, which corresponds to the increase in the present value of the liability resulting from employee service in the current year; ii) past service cost, change in the actual responsibility for employee service in prior periods (as a result of changes to the plan or significant reduction in the number of employees covered by the plan "curtailments"); iii) any gain or loss on settlement; and iv) net interest on the liability (assets) net of defined benefit, applying a discount rate to the net liabilities of the plan.
The liabilities assumed relating to healthcare are not funded by an autonomous plan assets, being covered by a specific provision.
Measurement and recognition of the liability for healthcare are the same as those for retirement supplements referred to above, except as regards assets of the plan.
REN recognises all the actuarial gains and losses on all the plans directly in equity, except with regard to long-term benefits (seniority bonus), recognized directly in results.
Provisions are recognised when the Group has: i) a present legal or constructive obligation as a result of past events; ii) it is more likely than not that an outflow of internal resources will be required to settle the obligation; and iii) the amount can be reliably estimated. When one of these criteria is not fulfilled or the existence of the liability is dependent upon the occurrence (or not) a future event, REN SGPS discloses it as a contingent liability, except if the outflow of resources to settle it is considered to be remote.
Restructuring provisions are recognised by the Group when there is a formal and detailed restructuring plan and that such plan has been communicated to the involved parties. In the measurement of the restructuring provision, are only considered the expected outflows that directly result from the implementation of such plan, not considering, the current activities of the Group.
Provisions are measured at the present value of the estimated outflows required to settle the liability using a pre-tax rate that reflects the market assessment of the discount period and the risk of the provision.
Contingent assets are probable assets which probability of becoming certain depend of the occurrence of one or more uncertain future events that are not fully controlled by the Company. The probability of the inflow of the economic benefit is subject to the occurrence of such events.
The Group discloses contingent assets when it is estimated as probable the inflow of the corresponding economic benefit. However in exceptional circumstances on which REN estimates as virtually certain the probability the revenue is recognized in the consolidated financial statements.
Inventories are stated at the lower of cost or net realisable value. Inventories include materials used in internal maintenance and repair operations. Inventories are initially recorded at cost, which includes purchase cost and all the expenses relating to their acquisition. Cost is determined using the weighted average cost method.
Gas in the gas pipelines and gas stored in the LNG terminal and underground tanks, is property of the infrastructure users. The REN Group does not buy, sell or hold any gas inventories.
Ordinary shares are classified in the share capital caption by its nominal value. Differences between the nominal value and the subscription price are recorded in the caption "Share Premium". Incremental costs directly attributable to the issuance of new shares or options are shown net of tax, as a deduction in equity from the amount issued.
Own shares acquired through contract or directly on the stock market are recognised as a deduction in equity in caption "Own shares". In accordance with Portuguese Commercial law, REN SGPS must ensure at all times that there are reserves in Equity to cover the value of treasury shares, constraining the amount of reserves available for distribution.
Own shares are recorded at cost if they are acquired in a spot transaction or at estimated fair value if acquired in a deferred purchase.
The Group's purpose in relation to capital management is to safeguard the continuity of the Group, to grow sustainably in order to meet the established objectives and to maintain an optimal capital structure in order to reduce the cost of capital.
REN is taxed based on the special regime for the taxation of group companies ("RETGS"), which includes all REN group companies located in Portugal, and which REN owns directly or indirectly at least 75% of the share capital and equally, being resident in Portugal and taxed in terms of Corporate Income Tax ("CIT").
Income tax for the year includes current income tax and deferred income tax. Income tax is recognised in the statement of profit and loss, except when it relates to items recognised directly in equity. The amount of income tax payable is determined based on net profit before tax, adjusted in accordance with tax rules for the entities included in the consolidation perimeter.
The taxable profit differs from the net profit determined by accounting rules, as several costs and revenues are excluded, that will only be deducted or taxed in future periods, and costs and revenues that will never be considered for tax purposes in accordance do the tax law in place.
On 8th November 2024, the Global Minimum Tax Regime or "RIMG" (Law No 41/2024, of November 8) was published in Portugal as a consequence of the transposition of the Directive (EU) 2022/2523, of 14 December ("Minimum Taxation Directive").
This new set of rules aims to ensure that large MNE groups are subject to a minimum effective tax rate of 15% in all jurisdictions where they operate and, in those jurisdictions where this is not verified, a payment of a top-up tax in relation to their excess profits may be required.
I
III
III
In accordance with the RIMG and considering that the Group's consolidated revenues exceed 750 million euros in two of the last four financial years, this new set rules is already applicable to the Group in 2024.
Notwithstanding, it is the Group's expectation that no top-up tax will be due in the jurisdictions in which it is present with reference to fiscal year 2024.
This conclusion is based on the potential application of the transitional CbCR safe harbour rules in 2024. In addition, when calculating its excess profits subject to the top-up tax rate, the Group also expects to benefit from the substance-based income exclusion from the amount of the GloBE income in each of these jurisdictions.
As such, no additional tax expense is anticipated from the application of these rules and that should be reflected in the Group's financial statements for 2024.
Deferred tax is recognised using the liability method based on the statement of financial position considering the temporary differences between the tax base of assets and liabilities and their carrying amount in the consolidated financial statements.
Deferred taxes are calculated using the tax rates in force or substantially enacted at the statement of financial position date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be used. Deferred tax liabilities are provided for on every temporary tax difference, except those relating to: i) the initial recognition of goodwill; or ii) the initial recognition of assets or liabilities in transactions that do not result from a business combination and at the time of the transaction affect neither accounting profit nor taxable profit. However, taxable temporary differences relating to investments in subsidiaries should not be recognised to the extent that: i) the parent company is able to control the timing of the reversal of the temporary difference; and ii) it is probable that the temporary difference will not revert in the near future.
Revenue and expenses are recognised in the period to which they relate, independently of the date they are received or paid, in accordance with the accrual basis of accounting. Differences between the amounts received and paid and the related income and costs are recognised as assets or liabilities, if they qualify so.
IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers and requires revenue to be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. These are the five steps to consider for each customer contract:
Following the above principle, REN recognises revenue when control of the contractually agreed services (goods, services) is transferred to the customer for an amount that reflects REN's expectation to be entitled in exchange for the services rendered. Revenue is reduced for any refund, price discount or other rebates, and value-added taxes (VAT) or other taxes are not reported as revenue in the consolidated income statement.
If variable consideration is included as a contractual component, REN determines the amount of consideration to which it is entitled for the fulfilment of its performance obligation. The variable consideration is estimated at contract inception. It may only be included in the transaction price if it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.
Given the regulated nature of REN's activities, the obligation arising from rendering each service (this is, electricity transmission in very high voltage, high pressure gas transmission natural gas, distribution of natural gas in low and medium pressure and the underground storage of natural gas, each explained in more detailed below.) is considered to be a single performance obligation, and the total price is therefore allocated in full to that obligation. The single performance obligation comprises the overall management of the electricity and gas operation services. As a result, REN's performance obligation is to make the facilities related to the provision of the services available to its customers, therefore revenue is recognised over time since customers receive and consume simultaneously the benefits provided by REN's services.
II Consolidated and individual
accounts
Revenue from services rendered on the Group regulated activities are recorded in the consolidated statement of profit and loss in accordance with the criteria defined in IFRIC 12, described in greater detail in Note 3.4, and in accordance the description of each business segments.
Revenue recognition for concession activities is determined based on the revenue cap set by the regulator, on the electricity transmitted to National Transport Network (Rede Nacional de Transporte - RNT) by producers to distributors and the implicit services provided, considering the tariffs defined annually by the regulator, for transmission of electricity and global management of the system.
Revenue obtained from these activities is regulated by ERSE, the Portuguese Energy Services Regulatory Authority. In accordance with the regulatory terms and conditions, the tariffs to be charged to final customers (domestic consumers, industry customers and others), are determined annually for each component of the system value chain, such as: generation, transmission and distribution. REN – Rede Eléctrica Nacional, S.A. income relates mainly to electricity transmission and global management of the electricity system.
The tariff for electricity transmission aims to recover:
The tariff for global management of the system aims to recover:
The "Commercial Agent" activity, carried out by the group company REN Trading which is responsible for the management of the electricity produced under the two PPA's (power purchase agreements) that have not been terminated (Tejo Energia and Turbogás), this activity recovers the operating costs and has a remuneration on the exploration asset. On 19 November 2024, REN Trading, S.A. was merged into REN - Rede Eléctrica Nacional, S.A. by incorporation of REN Trading, S.A. into REN - Rede Eléctrica Nacional, S.A., by means of the transfer of assets (Note 1).
Revenue obtained with the application of the rate of return are the main part of the results obtained from the "Commercial Agent" activity. This entity operates completely independently of the REN group within the rules established by the regulator.
Regarding the activities of transmission and transformation of electricity and the development, operation and commercialization of transmission systems, carried out by the Group's company, Transemel, these consist of allowing free access to the electricity market in Chile.
The revenue obtained from electricity transmission and transformation services is recorded based on the actual billing of the consumption period, as well as includes an estimate of the services provided until the end of the period, since the contracts define a performance obligation . Additionally, interest income is recognized based on the effective rate method.
Revenue from gas concession operations is determined based on the revenue cap allowed by the regulator based on: i) information relating to the gas units unloaded and re-gasification of gas units in the LNG terminal and the number of tanker loads ii) the gas units injected, stored and extracted in the underground tanks; and iii) the used capacity and gas units transmitted through the high, medium and low pressure transmission network.
Revenue from the telecommunications segment results from services rendered by the group company, RENTELECOM, through the lease of fibre optics capacity, benefiting from the excess capacity of the telecommunications equipment installed. In this area services relating to management of private voice networks are also rendered. Revenue is recognised in the period the services are rendered, based on the percentage of the stage of completion of each specific transaction, valued considering the actual services already rendered and the total services to be rendered.
III
qualify for disclosure.
The segment "Others" includes the operations of REN SGPS, S.A., REN Serviços, S.A., REN Finance, B.V., Aerio Chile, SPA, Apolo Chile, SPA and REN PRO, S.A.
Financial information relating to income of the identified business segments is included in Note 7.
c) the financial data available is distinct.
decision making of the Entity.
The cash flow statement is prepared under the direct method, being presented the collections and payments in operational activities, investment activities and financing activities.
The Company classifies interests and dividends received as investment activities and interests and dividends paid as financing activities, except when those respect to cash flows of a hedging contract of an identifiable position, which will be classified to the same the cash flow activities of the hedged item.
The Tariff Regulations for the electricity and gas business, issued by ERSE, define the formula for calculating the revenue cap for the regulated activities and consider in the calculation formula, the determination of the tariff deviations that are recovered up to the second year after the date in which they were generated, the period on which the tariff deviations are recovered.
In this way the REN Group determines at each reporting date, in accordance with the criteria defined by the tariff regulations published by ERSE, the deviations determined between the revenue cap defined and actual revenue invoiced.
Considering the legislation and the regulatory environment in force, the tariff deviations determined by REN each year comply with a series of characteristics (measurement reliability, right of recovery, transmissibility, identification of the debtor and interest base) that support their recognition as revenue and as an asset, in the year in which they are determined, as being reliably measurable and for it being virtually certain that the financial benefits relating to the transaction(s) will flow to the Company. This rationale is also valid when negative tariff deviations are determined, which are considered as liabilities and revenue deduction.
Despite IFRS do not include a reference regarding the recording of tariff deviations, paragraph 12 of IAS 8, the FASB ASC 980 – Regulated Operations (which replaces previous SFAS 71 – Accounting for the effects of certain types of regulation), strengthens the position of recording assets and liabilities tariff deviations under conditions on which the electricity and gas regulations are established for REN.
The Decree-Law No 165/2008 dated 21 August for the electricity segment and the Decree-Law No 87/2011 dated 18 July for the gas segment, reinforce the exposed, establishing the applicable regime to the recognition and transmission of tariff deviations, within the scope of the Concession contracts held by the Group.
An operational segment is a component of an entity which:
REN identified the Executive Committee as the entity responsible for the operating making decisions. The Executive Committee reviews the information prepared internally so as to assess the Group's performance and the allocation of resources.
The operating segments are reported consistently with the internal model of
The REN Group is organized in two main business segments: Electricity and Gas and one secondary segment, the telecommunications. The Electricity segment includes the transmission of very high tension electricity and overall management of the public electricity supply system and management of power purchase agreements ("PPA") not terminated on 30 June 2007, the management of the concession pilot zone for electricity production based on sea waves and the electricity transmission and transformation in Chile. The Gas segment includes the transport of very high pressure gas and overall management of the national natural gas system, as well as operation of the LNG regasification terminal, the distribution of natural gas in low and medium pressure and underground storage of natural gas.
The telecommunications segment is presented separately although it does not
III
Assets and liabilities, referring to Decree-Law No 84-D/2022 relativeto the transitional gas price stabilization regime (Note 36), are presented at net value, considering the specific restricted use and the need of accounting separation in relation to the other activities carried out by the Group, as mentioned in paragraph 3 of article 7 of the aforementioned Decree-Law.
Events that occur after the consolidated statement of financial position date that provide additional information on conditions that existed at the date of the statement of financial position ("adjusting events" or events after the statement of financial position date that lead to adjustments) are recognized in the financial statements. Events that occur after the consolidated statement of financial position date that provide information on conditions that exist after that date ("non-adjusting events" or events after the statement of financial position date that do not lead to adjustments) are disclosed in the notes to the consolidated financial statements, if material.
The Group's activities are exposed to a variety of financial risks including: exchange rate risk, credit risk, liquidity risk and cash flow risk relating to interest rate, among others.
The Group has developed and implemented a risk management program that, together with permanent monitoring of the financial markets, aiming to minimise potential adverse effects on the REN Group's financial performance.
Risk management is carried out by the financial management department under policies approved by the Board of Directors. The financial management department identifies, assesses and realises operations to minimise the financial risks, in strict cooperation with REN's operating units. The Board of Directors defines the principles for overall risk management and policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivatives and other non-derivative financial instruments, and the investment of liquidity excess.
REN has limited exposure to foreign exchange rate risk.
The risk of fluctuation of foreign exchange rates on the bonds totalling 10,000 million yens ("JPY"), matured in June 2024, was fully hedged by a cross currency swap of the same notional amount.
Additionally, the Group is exposed to changes in the exchange rate of Euro/ USD and Euro/ Chilean Peso, related with its financial investment in Electrogas, S.A., acquired in February 2017 (Note 10) and related with the company acquired on 1 October 2019, Empresa de Transmisión Eléctrica Transemel, S.A.
An increase of 5% in the exchange rate of Euro/ USD, with reference to 31 December 2024, and all other factors remaining constant, would lead to a decrease on equity in the amount of 7,972 thousand euros (7,488 thousands euros as of 31 December 2023), while a decrease of that exchange rate of 5% would lead to an increase on equity in the amount of 8,811 thousand euros (8,277 thousand euros as of 31 December 2023).
An increase of 5% in the exchange rate of Euro/ Chilean Peso, with reference to 31 December 2024, and all other factors remaining constant, would lead to a decrease on equity in the amount of 3,884 thousand euros (3,888 thousands euros as of 31 December 2023), while a decrease of that exchange rate would lead to an increase on equity in the amount of 4,292 thousand euros (4,298 thousands euros as of 31 December 2023).
REN's exposure to credit risk is not significant, since a substantial portion of services rendered are recorded through amounts invoiced to electricity and natural gas distributors in regulated markets. In addition, in general, contracts with clients establish guarantees (Note 33.4), to cover the collection and default risk.
The Group's counterparty risk on bank deposits, financial applications, and financial derivative instruments is mitigated by the selection of top rating international institutions with solid credit ratings and well known national institutions.
There is no credit risk related to the item "Asset related to the transitional gas price stabilization regime - Decree-Law No 84-D/2022", considering the direct relationship with the same amount recorded in the liability item "Liability related to the transitional gas price stabilization regime - Decree-Law No 84-D/2022", as defined in the Decree-Law.
REN's liquidity risk management is carried out through the dynamic and flexible management of commercial paper programs, with subscription guarantee, as well as by negotiating credit limits that enable it, not only to ensure that the current treasury needs of the REN Group are met, but also provide some flexibility. For that effect we highlight, on one hand, 1,025,000 thousand euros available in commercial paper programmes with subscription guarantee and, on the other hand, 705,000 thousand euros available in different credit lines.
The Group has also credit lines negotiated in the amount of 80,000 thousand euros and used in the amount of 470 thousand euros, maturing up to one year, which are automatically renewable periodically (if they are not resigned in the contractually specified period for that purpose), and from the total amount, 70,000 thousands of euros, respects to a group line, which can be used in total or in portions by several group companies (Note 20).
The liquidity risk relating to the amount recorded in item "Liability related to the transitional gas price stabilization regime - Decree-Law No 84-D/2022", is fully covered, considering the asset recorded in item "Asset related to the transitional gas price stabilization regime - Decree-Law No 84-D/2022" (Notes 3.18, 17 and 36), as defined in the Decree-Law.
The following table shows the Group's liabilities by intervals of residual contracted maturity and includes derivative financial instruments whose financial liquidation of the related flows is made at the net amount. The amounts shown in the table are non-discounted cash flows contracted and include future interests; as so, do not correspond to the respective carrying amounts.
| 31 DECEMBER 2024 |
||||
|---|---|---|---|---|
| LESS THAN 1 YEAR |
1 - 5 YEARS |
OVER 5 YEARS |
TOTAL | |
| Borrowings: | ||||
| Bank borrowings | 88,621 | 336,749 | 235,186 | 660,556 |
| Bonds | 529,750 | 663,750 | 331,500 | 1,525.000 |
| Commercial paper | 325,298 | 261,312 | - | 586,610 |
| Others | 2,190 | 4,486 | - | 6,676 |
| 945,860 | 1,266.297 | 566,686 | 2,778.842 | |
| Derivative financial instruments | 12,334 | 28,489 | - | 40,823 |
| Trade and others payables | 428,288 | 31,528 | - | 459,816 |
| Liability related to the transitional gas price stabilization regime - Decree-Law No 84-D/2022 |
3,481 | - | - | 3,481 |
| Borrowings: | ||||
|---|---|---|---|---|
| Bank borrowings | 91,088 | 306,957 | 189,619 | 587,664 |
| Bonds | 94,405 | 839,500 | 301,500 | 1,235.405 |
| Commercial paper | 570,341 | 556,842 | - | 1,127.183 |
| Others | 1,696 | 3,240 | - | 4,936 |
| 757,530 | 1,706.539 | 491,119 | 2,955.189 | |
| Derivative financial instruments | 22,425 | 52,209 | 6,141 | 80,775 |
| Trade and others payables | 486,700 | 32,724 | - | 519,424 |
| Liability related to the transitional gas price stabilization regime - Decree-Law No 84-D/2022 |
228,789 | - | - | 228,789 |
LESS THAN
1 YEAR 1 - 5 YEARS
The risk relating to interest rate variation has two major impacts on REN's financial statements: remuneration of the company's assets, in accordance with the tariff regulations, and interest on the borrowings.
Since a significant part of the REN Group's assets have a guaranteed return through the tariffs, definition of which depends in part on market rates of interest, its operating cash flows are significantly affected by changes in the market interest rates. Increases in the interest market rates, generates significant increases in cash flows and vice versa.
In terms of financial liabilities, REN is exposed to interest rate risk, mainly due to borrowings. Borrowings at variable interest rates expose REN to cash flow risk resulting from changes in interest rates.
Borrowing at fixed rates exposes the REN Group to fair value risk, as a result of changes in interest rates. Risk management is performed centrally aiming to avoid volatility in financial costs, using simple derivative financial instruments such as interest rate swaps. In this kind of operation REN Group exchanges with banking counterparties in specific dates and with defined maturities, the difference between the fixed interest rates and the variable rates with reference to the notional amounts contracted. All operations undertaken with this purpose can be considered, in most cases, perfect interest rate hedging operations.
I
II
Consolidated
and
individual
accounts
31 DECEMBER 2023
YEARS TOTAL
OVER 5
III
III
A global reform of the main interest rate benchmarks is underway, which provide for the replacement of some benchmarks, including Euribor, by alternative risk-free rates. The Group presents exposures to Euribor variations in its financial instruments that will be impacted by this global reform. There is currently uncertainty about the timing and methods associated with the transition of interest rate benchmarks. To date, the Group does not expect a significant impact on its risk management policies and on the effects of hedge accounting.
The Group will assess and analyze the potential concrete impacts of the potential change in Euribor when implementing the timings and the respective methods of change and, in particular, in the designated interest rate risk hedging relationships.
A sensitivity analysis was performed based on the REN Group's total debt less applications in funds and cash and cash equivalents as of 31 December 2024 and 2023, with the following assumptions:
Using these assumptions a 0.25% increase in market interest rates for all the currencies in which the Group has borrowings or derivative financial instruments, would result in a decrease of profit before tax of, approximately, 2,527 thousand euros (2,754 thousand euros as of 31 December 2023).
The increase in equity resulting from an increase in interest rates of 0.25% would be, approximately, 2,635 thousand euros, this impact entirely attributed to derivatives (on 31 December 2023 corresponded to an increase of 4,421 thousand euros).
The sensitivity analysis is merely projected, and do not represent any present real gain or loss, neither other real changes in the net results nor in equity.
REN's exposure to price risk results essentially from its investment in Redeia Corporación, S.A. A variation of 10% in the price of shares of Redeia Corporación, S.A. on 31 December 2024
would have an impact on equity of 8,934 thousand euros (8,073 thousand euros on 31 December 2023).
Gains recognized by REN in each period result directly from the assumptions considered by the regulator, ERSE, in defining the regulated tariffs for the electricity and gas sectors.
Within the scope of capital risk management, the Group uses a broader concept than the equity presented in the statement of financial position, with the objective of maintaining an optimized capital structure, through the prudent use of debt.
The necessity of debt increases are analysed periodically considering the Group financing needs and its liquidity position.
REN also monitors its total capital based on the gearing ratio, which is calculated by the quotient between total equity and net assets of the concession. Total equity corresponds to the sum of equity (as disclosed in the statement of financial position). The net concession assets are calculated as the amount of the Group's total intangible assets, net of depreciation and investment subsidies. At 31 December 2024, the Group's gearing ratio comfortably complies with the contractually defined limits.
The estimates and assumptions with impact on REN's consolidated financial statements are continuously evaluated, representing at each reporting date the Board of Directors best estimates, considering historical performance, past accumulated experience and expectations about future events that, under the circumstances, are believed to be reasonable.
The intrinsic nature of these estimates may cause different impacts on financial statements from those previously estimated. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are presented on the following page:
The REN Group periodically analyses the existence of possible liabilities resulting from past events that should be recognized or disclosed.
The subjectivity inherent to the determination of the probability and amount of the resources necessary to settle these liabilities may result in significant adjustments, due to changes in the assumptions used or because previously disclosed contingent liabilities may have to be recognised as provisions.
Determination of the liability for retirement pensions and healthcare plans requires the use of assumptions and estimates of a demographic and financial nature, which may significantly affect the liability calculated at each reporting date. The most sensitive assumptions refer to: the discount rates used to update the liability, the return on plan assets and the mortality tables.
Determination of the periods of useful life of the assets, as well as the amortization and depreciation method to be used are essential for determining the amount of amortization and depreciation to be recognized in the consolidated statement of profit and loss for each year.
These two parameters are defined in accordance with Management's best judgement for the assets and business.
The recognition of possible impairment loss may be identified by the occurrence of events, many outside the control of the REN Group, such as: Future availability of financing; the cost of debt; or maintenance of the current market regulatory structure, as well as other changes of the REN Group, both internal and external.
The identification of impairment indicators, the estimate of future cash flows and the determination of the fair value of assets imply a high degree of judgement by the Board of Directors, as regards the evaluation of impairment indicators, estimated cash flows, discount rates used, useful lives and residual values.
In REN's specific activities there are other factors to consider in impairment testing, since commitments to increase the network of infrastructures, changes in expected tariffs, or changes in the strategy of the shareholders of REN, which together with other factors can result in changes in the future cash flow trends and amounts.
Fair value is based on market quotations, when available, and in the absence of a quotation is determined based on the use of prices of recent and similar transactions carried out under market conditions or determined by external entities, or based on valuation methodologies, supported by discounted future cash flow techniques, considering the market conditions, the time value, the yield curve and volatility factors. These methodologies may require the use of assumptions or judgments in the estimate of fair value.
Consequently, the use of different methodologies and different assumptions or judgments in the application of a given model could lead to financial results different from those reported.
The Group performs annual impairment tests on Goodwill, as indicated in Note 3.2 c). The recoverable amounts of the cash-generating units were determined based on the value in use. For the calculation of the value in use, the Group estimated the expected future cash flows from the cash generating units, as well as the appropriate discount rate to calculate the present value of these flows. The value of Goodwill is recognized in Note 9.
The Group performs calculation of tariff deviations at each reporting date, as indicated in Note 3.16. The REN Group determines, in accordance with the criteria defined by the tariff regulations published by ERSE, the deviations determined between the revenue cap defined and actual revenue invoiced. As a result of ERSE's approval, eventual adjustments, in future tariffs, may arise from the adjustments arising from any excesses or insufficiencies of the referred recovery (tariff deviations).
The following companies were included in the consolidation perimeter as of 31 December 2024 and 2023:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| % OWNED |
% OWNED |
|||||
| DESIGNATION/ ADDRESS | COUNTRY | ACTIVITY | GROUP | INDIVIDUAL | GROUP | INDIVIDUAL |
| Parent company: | ||||||
| REN - Redes Energéticas Nacionais, SGPS, S.A. | Portugal | Holding company | - | - | - | - |
| Subsidiaries: | ||||||
| REN - Rede Eléctrica Nacional, S.A. Av. Estados Unidos da América, 55 - Lisboa |
Portugal | National electricity transmission network operator (high and very high tension) |
100% | 100% | 100% | 100% |
| REN Trading, S.A. Praça de Alvalade, nº7 - 12º Dto, Lisboa | Portugal | Purchase and sale, import and export of electricity and natural gas | - | - | 100% | 100% |
| Enondas-Energia das Ondas, S.A. Mata do Urso - Guarda Norte - Carriço- Pombal |
Portugal | Management of the concession to operate a pilot area for the production of electric energy from ocean waves |
100% | 100% | 100% | 100% |
| RENTELECOM - Comunicações S.A. Av. Estados Unidos da América, 55 - Lisboa |
Portugal | Telecommunications network operation | 100% | 100% | 100% | 100% |
| REN - Serviços, S.A. Av. Estados Unidos da América, 55 - Lisboa | Portugal | Back office and management of participations | 100% | 100% | 100% | 100% |
| REN Finance, B.V. De Cuserstraat, 93, 1081 CN Amsterdam |
The Netherlands |
Participate, finance, collaborate, conduct management of companies related to REN Group |
100% | 100% | 100% | 100% |
| REN PRO, S.A. Av. Estados Unidos da América, 55 - Lisboa | Portugal | Communication and Sustainability, Marketing, Business Management, Business Development and Consulting and IT Projects |
100% | 100% | 100% | 100% |
| REN Atlântico, Terminal de GNL, S.A. Terminal de GNL - Sines |
Portugal | Liquified Natural Gas Terminal maintenance and regasification operation |
100% | 100% | 100% | 100% |
| Owned by REN Serviços, S.A.: | ||||||
| REN Gás, S.A. Av. Estados Unidos da América, 55 -12º - Lisboa |
Portugal | Management of projects and ventures in the natural gas sector | 100% | - | 100% | - |
| Aério Chile SPA Santiago do Chile |
Chile | Investments in assets, shares, companies and associations | 100% | - | 100% | - |
| Apolo Chile SPA Santiago do Chile |
Chile | Investments in assets, shares, companies and associations | 100% | - | 100% | - |
| Owned by REN Gás, S.A.: | ||||||
| REN - Armazenagem, S.A. Mata do Urso - Guarda Norte - Carriço- Pombal |
Portugal | Underground storage developement, maintenance and operation | 100% | - | 100% | - |
| REN - Gasodutos, S.A. Estrada Nacional 116, km 32,25 - Vila de Rei - Bucelas |
Portugal | National Natural Gas Transport operator and natural gas overall manager |
100% | - | 100% | - |
| REN Portgás Distribuição, S.A. Rua Linhas de Torres, 41 - Porto |
Portugal | Distribution of natural gas | 100% | - | 100% | - |
| Owned by Apolo Chile SPA (99.99%) and Aerio Chile SPA (<0.001%): | ||||||
| Empresa de Transmisión Eléctrica Transemel, S.A. Santiago do Chile |
Chile | Transmission and transformation of electricity, allowing free access to different players in the electricity market in Chile |
100% | - | 100% | - |
accounts
In the course of 2024, REN Trading, S.A. was merged into REN - Rede Eléctrica Nacional, S.A., through the global transfer of assets, as mentioned in the general information chapter (Note 1).
There were no changes to the consolidation perimeter in 2023 compared to that reported on 31 December 2022.
The REN Group is organised in two main business segments, Electricity and Gas and one secondary segment. The electricity segment includes the transmission of electricity in very high voltage, overall management of the public electricity system and management of the power purchase agreements (PPA) not terminated at 30 June 2007, the pilot zone for electricity production from sea waves and the transmission and transportation of electricity in Chile. The gas segment includes high pressure gas transmission and overall management of the national natural gas supply system, as well as the operation of regasification at the LNG Terminal, the distribution of natural gas in low and medium pressure and the underground storage of natural gas.
Although the activities of the LNG Terminal and underground storage can be seen as separate from the transport of gas and overall management of the national natural gas supply system, since these operations provide services to the same users and they are complementary services, it was considered that it is subject to the same risks and benefits.
The telecommunications segment is presented separately although it does not qualify for disclosure.
The results by segment for the year ended 31 December 2024 were as follows:
| ELECTRICITY | GAS | TELECOMMUNICATIONS | OTHERS | ELIMINATIONS | CONSOLIDATED | |
|---|---|---|---|---|---|---|
| Sales and services provided | 424,585 | 204,235 | 8,649 | 50,682 | (59,687) | 628,464 |
| Inter-segments | 2,045 | 7,630 | - | 50,012 | (59,687) | - |
| Revenues from external customers | 422,540 | 196,605 | 8,649 | 670 | - | 628,464 |
| Revenue from construction of concession assets | 304,819 | 49,584 | - | - | - | 354,403 |
| Cost with construction of concession assets | (282,720) | (40,294) | - | - | - | (323,014) |
| Gains/ (losses) from associates and joint ventures | - | - | - | 11,833 | - | 11,833 |
| Personnel costs | (105,265) | (53,211) | (3,443) | (18,370) | 66,752 | (113,537) |
| Employee compensation and benefit expense | (21,590) | (13,217) | (507) | (32,304) | - | (67,618) |
| Other expenses and operating income | 22,404 | (1,773) | (163) | (107) | (7,065) | 13,296 |
| Operating cash flow | 342,233 | 145,325 | 4,535 | 11,734 | - | 503,827 |
| Investment income - dividends | - | 64 | - | 12,981 | - | 13,044 |
| Non reimbursursable expenses | ||||||
| Depreciation and amortizations | (172,326) | (82,163) | (1) | (200) | - | (254,690) |
| Provisions | (1,418) | (365) | - | (477) | - | (2,260) |
| Impairments | (299) | 982 | (244) | (377) | - | 61 |
| Financial results | ||||||
| Financial income | 15,547 | 3,363 | 514 | 127,561 | (122,958) | 24,027 |
| Financial costs | (18,121) | (24,795) | (3) | (173,840) | 122,958 | (93,801) |
| Profit before income tax and ESEC | 165,616 | 42,409 | 4,802 | (22,618) | - | 190,209 |
| Income tax expense | (19,445) | (5,429) | (1,103) | 10,967 | - | (15,010) |
| Energy sector extraordinary contribution (ESEC) | (18,175) | (4,512) | - | - | - | (22,688) |
| Profit for the period | 127,996 | 32,468 | 3,699 | (11,652) | - | 152,512 |
The results by segment for the year ended 31 December 2023 were as follows:
| ELECTRICITY | GAS | TELECOMMUNICATIONS | OTHERS | ELIMINATIONS | CONSOLIDATED | |
|---|---|---|---|---|---|---|
| Sales and services provided | 429,042 | 219,280 | 7,892 | 46,130 | (50,585) | 651,760 |
| Inter-segments | 1,524 | 3,437 | - | 45,624 | (50,585) | - |
| Revenues from external customers | 427,518 | 215,843 | 7,892 | 507 | - | 651,760 |
| Revenue from construction of concession assets | 243,336 | 52,787 | - | - | - | 296,123 |
| Cost with construction of concession assets | (223,251) | (44,560) | - | - | - | (267,810) |
| Gains/ (losses) from associates and joint ventures | - | - | - | 12,850 | - | 12,850 |
| Personnel costs | (106,797) | (46,019) | (3,267) | (16,337) | 56,967 | (115,453) |
| Employee compensation and benefit expense | (20,543) | (12,844) | (333) | (30,259) | - | (63,980) |
| Other expenses and operating income | 14,491 | (966) | (79) | 654 | (6,382) | 7,719 |
| Operating cash flow |
336,279 | 167,678 | 4,213 | 13,039 | - | 521,209 |
| Investment income - dividends | - | - | - | 10,018 | - | 10,018 |
| Non reimbursursable expenses | ||||||
| Depreciation and amortizations | (168,263) | (84,746) | (1) | (192) | - | (253,202) |
| Provisions | 1,760 | (392) | - | (2,180) | - | (812) |
| Impairments | (540) | (2,221) | - | (711) | - | (3,472) |
| Financial results | ||||||
| Financial income | 28,137 | 6,958 | 412 | 136,136 | (141,986) | 29,656 |
| Financial costs | (37,235) | (28,688) | (4) | (159,210) | 141,986 | (83,151) |
| Profit before income tax and ESEC | 160,137 | 58,589 | 4,620 | (3,100) | - | 220,246 |
| Income tax expense | (29,626) | (13,985) | (1,098) | 2,055 | - | (42,655) |
| Energy sector extraordinary contribution (ESEC) | (18,039) | (10,317) | - | - | - | (28,356) |
| Profit for the period | 112,472 | 34,286 | 3,522 | (1,045) | - | 149,236 |
Inter-segment transactions are carried out under normal market conditions, equivalent to transactions with third parties.
Revenue included in the segment "Others" is essentially related to the services provided by the management and back office to Group entities as well as third parties.
I
II
Consolidated
and
individual
accounts
III
Assets and liabilities by segment as well as capital expenditures for the year ended 31 December 2024 were as follows:
| ELECTRICITY | GAS | TELECOMMUNICATIONS | OTHERS | ELIMINATIONS | CONSOLIDATED | |
|---|---|---|---|---|---|---|
| Segment assets | ||||||
| Group investments held | - | 1,141,366 | - | 3,826,554 | (4,967,919) | - |
| Property, plant and equipment and intangible assets | 2,915,998 | 1,427,644 | 1 | 574 | - | 4,344,216 |
| Other assets | 487,769 | 178,178 | 18,912 | 4,237,773 | (3,910,478) | 1,012,154 |
| Total assets | 3,403,766 | 2,747,188 | 18,913 | 8,064,900 | (8,878,397) | 5,356,370 |
| Total liabilities | 1,081,538 | 905,760 | 9,966 | 5,717,692 | (3,910,478) | 3,804,479 |
| Capital expenditure - total | 317,676 | 50,346 | - | 347 | - | 368,368 |
| Capital expenditure - property, plant and equipment (Note 8) | 12,857 | 761 | - | 347 | - | 13,965 |
| Capital expenditure - intangible assets (Note 8) | 304,819 | 49,584 | - | - | - | 354,403 |
| Investments in associates (Note 10) | - | - | - | 179,337 | - | 179,337 |
| Investments in joint ventures (Note 10) | - | - | - | 2,729 | - | 2,729 |
Assets and liabilities by segment at 31 December 2023 as well as investments on tangible and intangible assets were as follows:
| ELECTRICITY | GAS | TELECOMMUNICATIONS | OTHERS | ELIMINATIONS | CONSOLIDATED | |
|---|---|---|---|---|---|---|
| Segment assets | ||||||
| Group investments held | - | 1,131,743 | - | 3,590,473 | (4,722,216) | - |
| Property, plant and equipment and intangible assets | 2,781,803 | 1,459,489 | 1 | 433 | - | 4,241,727 |
| Other assets | 866,759 | 401,621 | 18,732 | 4,326,114 | (4,072,985) | 1,540,242 |
| Total assets | 3,648,563 | 2,992,853 | 18,734 | 7,917,020 | (8,795,201) | 5,781,968 |
| Total liabilities | 1,484,205 | 1,189,521 | 10,486 | 5,658,625 | (4,072,985) | 4,269,852 |
| Capital expenditure - total | 248,449 | 52,787 | - | 277 | - | 301,512 |
| Capital expenditure - property, plant and equipment (Note 8) | 5,113 | - | - | 277 | - | 5,390 |
| Capital expenditure - intangible assets (Note 8) | 243,336 | 52,787 | - | - | - | 296,123 |
| Investments in associates (Note 10) | - | - | - | 169,157 | - | 169,157 |
| Investments in joint ventures (Note 10) | - | - | - | 2,721 | - | 2,721 |
The liabilities included in the segment "Others" are essentially related to external borrowings obtained directly by REN SGPS, S.A. and REN Finance, BV for financing the several activities of the Group.
The captions of the statement of financial position and profit and loss for each segment result of the amounts considered directly in the individual financial statements of each company that belongs to the Group included in the perimeter of each segment, corrected with the eliminations of the inter-segment transactions.
I
II
During the year ended 31 December 2024, the changes in tangible and intangible assets were as follows:
| PROPERTY, PLANT AND EQUIPMENT | INTANGIBLE ASSETS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| TRANSMISSION AND ELECTRONIC EQUIPMENT |
TRANSPORT EQUIPMENT |
OFFICE EQUIPMENT |
PROPERTY, PLANT AND EQUIPMENT |
ASSETS IN PROGRESS |
TOTAL | CONCESSION ASSETS |
CONCESSION ASSETS IN PROGRESS |
OTHER INTANGIBLE ASSETS |
TOTAL | |
| Cost: | ||||||||||
| At 1 January 2024 | 114,246 | 910 | 862 | 1,372 | 17,161 | 134,552 | 9,003,292 | 225,324 | 55,433 | 9,284,050 |
| Additions | - | 317 | 54 | - | 13,593 | 13,965 | 26,068 | 328,335 | - | 354,403 |
| Disposals, write-offs, impairments and other reclassifications |
- | (351) | (70) | - | - | (420) | (62,892) | - | - | (62,892) |
| Transfers | 4,818 | - | 11 | 24 | (4,852) | - | 271,579 | (271,579) | - | - |
| Exchange rate differences | (8,022) | (1) | (17) | (10) | (1,024) | (9,074) | - | - | (3,443) | (3,443) |
| At 31 December 2024 | 111,041 | 876 | 841 | 1,386 | 24,878 | 139,023 | 9,238,047 | 282,080 | 51,990 | 9,572,118 |
| Accumulated depreciation: | ||||||||||
| At 1 January 2024 | (12,402) | (498) | (523) | (17) | - | (13,441) | (5,162,478) | - | (954) | (5,163,432) |
| Depreciation charge | (3,814) | (180) | (46) | (10) | - | (4,049) | (250,280) | - | (361) | (250,641) |
| Depreciation of disposals, impairments, write-offs and other reclassifications |
- | 287 | 68 | - | - | 355 | 62,508 | - | - | 62,508 |
| Exchange rate differences | 1,682 | 1 | 14 | - | - | 1,697 | - | - | 80 | 80 |
| At 31 December 2024 | (14,534) | (389) | (487) | (27) | - | (15,438) | (5,350,250) | - | (1,235) | (5,351,485) |
| Net book value: | ||||||||||
| At 1 January 2024 | 101,843 | 413 | 339 | 1,355 | 17,161 | 121,110 | 3,840,814 | 225,324 | 54,479 | 4,120,617 |
| At 31 December 2024 | 96,507 | 487 | 353 | 1,359 | 24,878 | 123,584 | 3,887,797 | 282,080 | 50,755 | 4,220,632 |
Consolidated and individual
accounts
II I
and impairments - (205) (7) - - (212) (6,003) - - (6,003) Transfers 1,421 - 18 160 (1,612) (13) 198,746 (198,746) 13 13 Exchange rate differences (8,422) (1) (16) - (949) (9,388) - - (3,657) (3,657) At 31 December 2023 114,246 910 862 1,372 17,161 134,552 9,003,292 225,324 55,433 9,284,050 At 1 January 2023 (9,939) (516) (488) (13) - (10,957) (4,919,468) - (634) (4,920,103) Depreciation charge (4,206) (170) (57) (4) - (4,436) (248,365) - (401) (248,766) - 187 7 - - 194 5,355 - - 5,355 Exchange rate differences 1,743 1 15 - - 1,759 - - 81 81 At 31 December 2023 (12,402) (498) (523) (17) - (13,441) (5,162,478) - (954) (5,163,432) At 1 January 2023 111,190 286 358 1,199 14,784 127,816 3,863,853 155,175 58,443 4,077,471 accounts III
PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS
CONCESSION ASSETS IN PROGRESS
OTHER INTANGIBLE
ASSETS TOTAL
CONCESSION ASSETS
The changes in tangible and intangible assets in the in the year ended 31 December 2023 were as follows:
TRANSPORT EQUIPMENT
OFFICE EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT
At 1 January 2023 121,130 802 846 1,212 14,784 138,775 8,783,321 155,175 59,078 8,997,573 Additions 117 314 21 - 4,938 5,390 27,227 268,895 - 296,123
At 31 December 2023 101,843 413 339 1,355 17,161 121,110 3,840,814 225,324 54,479 4,120,617
ASSETS IN
PROGRESS TOTAL
TRANSMISSION AND ELECTRONIC EQUIPMENT
Cost:
Disposals, write-offs
Accumulated depreciation:
Depreciation of disposals, impairments, write-offs and other reclassifications
Net book value:
III
The main additions verified in the periods ended 2024 and 2023 are made up as follows: The main transfers that were concluded and began activity during the periods ended
| 2024 | 2023 | |
|---|---|---|
| Electricity segment: | ||
| Power line construction (220 KV, 150 KV and others) | 34,546 | 31,015 |
| Power line construction (400 KV) | 135,403 | 90,789 |
| Construction of new substations | 26,899 | 10,632 |
| Substation expansion | 60,486 | 60,859 |
| Other renovations in substations | 3,942 | 4,058 |
| Telecommunications and information system | 10,387 | 7,530 |
| Pilot zone construction - wave energy | - | 190 |
| Buildings related to concession | 3,343 | 5,188 |
| Transmission and transformation of electricity in Chile | 12,857 | 5,061 |
| Other assets | 29,813 | 33,075 |
| Gas segment: | ||
| Expansion and improvements to gas transmission network | 15,571 | 17,094 |
| Construction project of cavity underground storage of gas in Pombal |
2,437 | 1,406 |
| Construction project and operating upgrade - LNG facilities | 5,715 | 9,655 |
| Gas distribution projects | 25,861 | 24,632 |
| Others segments: | ||
| Other assets | 1,108 | 329 |
| Total of additions | 368,368 | 301,512 |
2024 and 2023 are made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Electricity segment: | ||
| Power line construction (220 KV, 150 KV and others) | 34,625 | 25,502 |
| Power line construction (400 KV) | 97,566 | 46,214 |
| Substation Expansion | 75,992 | 53,839 |
| Other renovations in substations | 3,572 | 3,036 |
| Telecommunications and information system | 8,806 | 5,698 |
| Buildings related to concession | 2,685 | 6,291 |
| Transmission and transformation of electricity in Chile | 4,852 | 1,612 |
| Other assets under concession | 5,741 | 6,875 |
| Gas segment: | ||
| Expansion and improvements to gas transmission network |
11,466 | 16,502 |
| Construction project of cavity underground storage of gas in Pombal |
1,685 | 1,541 |
| Construction project and operating upgrade - LNG facilities |
9,797 | 5,211 |
| Gas distribution projects | 19,644 | 28,039 |
| Total of transfers | 276,431 | 200,358 |
follows:
Electricity segment:
Gas segment:
2024 2023
2024
III
COST ACCUMULATED DEPRECIATION AND AMORTIZATION COST Initial value 8,195 (4,519) 3,677 Additions 3,350 - 3,350 Disposals and write-offs (2,298) 2,142 (156) Depreciation charge - (1,989) (1,989) Final value 9,247 (4,366) 4,881
During the year ended 31 December 2024, there was an impairment loss in the amount of 317 thousand euros related to fixed assets.
During the year ended 31 December 2023, there was an impairment loss in the amount of 570 thousand euros related to fixed assets.
COST
ACCUMULATED DEPRECIATION AND
AMORTIZATION COST
The net book value of the property, plant and equipment and intangible assets, related with transport equipments, acquired through finance lease contracts at 31 December 2024 and 2023 was as follows:
| Expansion and improvements to natural gas | Initial value | 9,247 | (4,366) | 4,881 | ||
|---|---|---|---|---|---|---|
| transmission network | 13,272 | 9,905 | Additions | 4,365 | - | 4,365 |
| Construction project of cavity underground storage of gas in Pombal |
3,697 | 2,949 | Disposals and write-offs | (1,081) | 1,368 | 288 |
| Depreciation charge | - | (2,428) | (2,428) | |||
| Construction project and operating upgrade - LNG facilities | 1,433 | 5,702 | Final value | 12,531 | (5,426) | 7,105 |
| Gas distribution projects | 8,612 | 3,328 | ||||
| Others segments: | ||||||
| Other assets | 761 | - | 2023 | |||
| Total of assets in progress | 306,958 | 242,485 | ACCUMULATED | |||
| COST | DEPRECIATION AND AMORTIZATION |
COST | ||||
| Borrowing costs capitalized on intangible assets in progress |
in the year ended |
31 December |
Initial value | 8,195 | (4,519) | 3,677 |
Borrowing costs capitalized on intangible assets in progress in the year ended 31 December 2024 amounted to 7,381 thousand euros (5,575 thousand euros as of 31 December 2023), while overhead and management costs capitalized amounted to 24,007 thousand euros (22,738 thousand euros as of 31 December 2023) (Note 25). The average rate of the financial costs capitalized was of 0.24%.
The tangible and intangible assets in progress at 31 December 2024 and 2023 are as
Power line construction (400 KV, 220 KV, 150 KV and others) 174,198 136,611 Substation Expansion 40,747 43,372 New substations projects 26,560 14,704 Buildings related to concession 4,291 3,647 Transmission and transformation of electricity in Chile 24,116 17,002 Other projects 9,270 5,264
Goodwill represents the difference between the amount paid for the acquisition and the net assets fair value of the companies acquired, with reference to the acquisition date, and at 31 December 2024 and 2023 is detailed as follows:
| SUBSIDIARIES | YEAR OF ACQUISITION |
ACQUISITION COST |
% | 2024 | 2023 |
|---|---|---|---|---|---|
| REN Atlântico, Terminal de GNL, S.A. | 2006 | 32,580 | 100% | 377 | 755 |
| REN Portgás Distribuição, S.A. | 2017 | 503,015 | 100% | - | - |
| Empresa de Transmisión Eléctrica Transemel, S.A. | 2019 | 155,482 | 100% | 1,891 | 2,015 |
| Total | 2,268 | 2,770 |
The movement in the Goodwill caption for the years ended 31 December 2024 and 2023 was:
| SUBSIDIARIES | AT 1 JANUARY 2023 |
INCREASES | DECREASES | EXCHANGE RATE DIFFERENCES |
AT 31 DECEMBER 2023 |
INCREASES | DECREASES | EXCHANGE RATE DIFFERENCES |
AT 31 DECEMBER 2024 |
|---|---|---|---|---|---|---|---|---|---|
| REN Atlântico, Terminal de GNL, S.A. | 1,133 | - | (377) | - | 755 | - | (377) | - | 377 |
| REN Portgás Distribuição, S.A. | 1,235 | - | (1,235) | - | - | - | - | - | - |
| Empresa de Transmisión Eléctrica Transemel, S.A. | 2,147 | - | - | (132) | 2,015 | - | - | (124) | 1,891 |
| Total | 4,515 | - | (1,612) | (132) | 2,770 | - | (377) | (124) | 2,268 |
REN made the impairment test of goodwill at 31 December 2024 and 2023, at the cash generating unit level to which REN Atlântico belongs. The business of REN Atlântico is subject to a concession contract and regulated tariffs so that the recoverable amount was determined based on value-in-use calculations. The cash flow projections considered the expected regulatory terms in place for the remaining term of the concession (concession for a period of 40 years beginning on the 26 September 2006), which cash inflows associated to cash-generating unit correspond to the regulated remuneration obtained over the net book value of the underlying investments.
The cash flow was discounted considering an average market pre-tax interest rate, adjusted for the natural gas regasification activities risk, of 5.2% (post-tax discount rate of 4.2%).
| CASH GENERATION UNIT |
METHOD | CASH FLOW |
GROWING FACTOR |
DISCOUNTED RATE |
|---|---|---|---|---|
| REN Atlântico, Terminal de GNL, S.A. |
DFC (Discounted Cash Flow) |
Operating flow projected to the remaining concession period |
The rate decrease according of average rate of assets depreciation |
5.2% (pre-tax) 4.2% (post-tax) |
In accordance with the assumptions considered and the analysis made, the Group recorded an impairment loss in the amount of 377 thousand euros.
REN made the impairment test of goodwill at 31 December 2024 and 2023, at the cash generating unit level to which Empresa de Transmisión Eléctrica Transemel, S.A. belongs. The business of the company is subject to a concession contract so that the recoverable amount was determined based on value-in-use calculations. The cash flow projections considered the expected regulatory terms in place for the remaining term of the concession, which cash inflows associated to cash-generating unit correspond to the regulated remuneration obtained over the net book value of the underlying investments.
To determine the fair value of the assets, the main assumptions considered were as follows:
• Regulated assets - "Discounted Free Cash Flow method", projection period of 30 years, starting in October 2019 (in line with the remaining fixed assets at the valuation date);
The cash flow was discounted considering an average market pre-tax interest rate, adjusted for the company activities risk, of 8.22% (post-tax discount rate of 6.00%).
| CASH GENERATION UNIT |
METHOD CASH FLOW |
GROWING FACTOR |
DISCOUNTED RATE |
|
|---|---|---|---|---|
| Empresa de Transmisión Eléctrica Transemel, S.A. |
DFC (Discounted Cash Flow) |
Operating flow projected to the remaining concession period |
The rate decrease according of average rate of assets depreciation |
8.22% (pre-tax) 6.00% (post-tax) |
In accordance with the assumptions and analysis made, the Group did not recorded any impairment losses in Goodwill.
Stress testing was performed on the valuation model, with the following assumptions: (i) discounted rate (WACC) and (ii) synergies, considering nonmaterialization throughout the projection period. These analyses would determine a valuation value higher than the book value.
The Board of Directors has concluded that there are no indications of impairment, however, considering the uncertainties as to the recoverability of the assets because they are based on the best available information at the date, changes in assumptions may result in impacts on the determination of impairment and, consequently, in the results of the Company, therefore these investments are monitored repeatedly.
At 31 December 2024 and 2023, the financial information regarding the financial interest held is as follows:
| ACTIVITY | HEAD OFFICE |
SHARE CAPITAL |
CURRENT ASSETS |
NON CURRENT ASSETS |
CURRENT LIABILITIES |
NON CURRENT LIABILITIES |
REVENUES | NET PROFIT/ (LOSS) |
SHARE CAPITAL |
% | CARRYING AMOUNT |
GROUP SHARE OF PROFIT/ (LOSS) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity method: | |||||||||||||
| Associate: | |||||||||||||
| "OMIP - Operador do Mercado Ibérico (Portugal), SGPS, S.A. i) |
Holding company |
Lisbon | 2,610 | 606 | 30,034 | 289 | - | 1,448 | 1,066 | 30,351 | 40 | 11,933 | 432 |
| Electrogas, S.A. | Gas transportation |
Chile | 20,470 | 13,074 | 24,165 | 3,806 | 4,903 | 46,777 | 26,805 | 28,530 | 42.5 | 167,404 | 11,392 |
| 179,337 | 11,824 | ||||||||||||
| Joint venture: | |||||||||||||
| Centro de Investigação em Energia REN - STATE GRID, S.A. |
Research & development |
Lisbon | 3,000 | 6,986 | 27 | 1,544 | 4 | 1,682 | 19 | 5,465 | 50 | 2,729 | 9 |
| 182,067 | 11,833 |
| ACTIVITY | HEAD OFFICE |
SHARE CAPITAL |
CURRENT ASSETS |
NON CURRENT ASSETS |
CURRENT LIABILITIES |
NON CURRENT LIABILITIES |
REVENUES | NET PROFIT/ (LOSS) |
SHARE CAPITAL |
% | CARRYING AMOUNT |
GROUP SHARE OF PROFIT/ (LOSS) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity method: | |||||||||||||
| Associate: | |||||||||||||
| "OMIP - Operador do Mercado Ibérico (Portugal), SGPS, S.A. i) |
Holding company |
Lisbon | 2,610 | 438 | 30,040 | 206 | - | 1,996 | 1,603 | 30,272 | 40 | 11,902 | 692 |
| Electrogas, S.A. | Gas transportation |
Chile | 19,245 | 10,198 | 26,714 | 4,829 | 5,576 | 48,875 | 28,598 | 26,507 | 42,5 | 157,256 | 12,154 |
| 169,157 | 12,846 | ||||||||||||
| Joint venture: | |||||||||||||
| Centro de Investigação em Energia REN - STATE GRID, S.A. |
Research & development |
Lisbon | 3,000 | 6,046 | 57 | 642 | 12 | 1,721 | 8 | 5,449 | 50 | 2,721 | 4 |
| 171,879 | 12,850 |
i) Financial Statements at 31 December 2024, subject to audit review.
I
II
Consolidated
and
individual
accounts
III
III
The changes in the caption "Investments in associates" during the years ended at 31 December 2024 and 2023 was as follows:
| At 1 de January de 2023 | 178,048 |
|---|---|
| Effect of applying the equity method | 12,846 |
| Currency translation reserves | (5,828) |
| Dividends of Electrogas (Note 34) | (15,729) |
| Receipt of supplementary obligations of OMIP | (231) |
| Other changes in equity | 51 |
| At 31 December 2023 | 169,157 |
| Effect of applying the equity method | 11,824 |
| Currency translation reserves | 10,066 |
| Dividends of Electrogas (Note 34) | (11,289) |
| Receipt of supplementary obligations of OMIP | (400) |
| Other changes in equity | (21) |
| At 31 December 2024 | 179,337 |
The total amount of dividends recognized by associates was 11,286 thousand euros, during the year ended 31 December 2024, relating to the distribution of 2023 results (2,622 thousand euros) and the anticipated distribution of dividends related to the year of 2024 (8,664 thousand euros) (Note 34).
The proportional value of the OMIP, SGPS includes the effect of the adjustment resulting of changes to the Financial Statement of the previous year, made after the equity method application.
The movement in the caption "Investments in joint ventures" during the years ended 31 December 2024 and 2023 was as follows:
| At 1 January 2023 | 2,722 |
|---|---|
| Effect of applying the equity method | 4 |
| Dividends distribution (Note 34) | (5) |
| At 31 December 2023 | 2,721 |
| Effect of applying the equity method | 9 |
| Dividends distribution (Note 34) | (2) |
| At 31 December 2024 | 2,729 |
Following a joint agreement of technology partnership between REN – Redes Energéticas Nacionais and the State Grid International Development (SGID), in May 2013 an R&D centre in Portugal dedicated to power systems designed – Centro de Investigação em Energia REN – STATE GRID, S.A. ("Centro de Investigação") was incorporated, being jointly controlled by the above mentioned two entities.
The Research Centre aims to become a platform for international knowledge, a catalyst for innovative solutions and tools, applied to the planning and operation of transmission power.
The total amount of dividends recognized from joint ventures was 2 thousand euros, during the year ended 31 December 2024, relating to the distribution of 2023 results, which were received and included in the cash flow statement.
At 31 December 2024 and 2023, the financial information of the joint venture was as follows:
| CASH AND CASH EQUIVALENTS |
CURRENT FINANCIAL LIABILITIES |
NON-CURRENT FINANCIAL LIABILITIES |
DEPRECIATIONS AND AMORTIZATIONS |
FINANCIAL INCOME | FINANCIAL COSTS | INCOME TAX- (COST)/ INCOME |
|
|---|---|---|---|---|---|---|---|
| Joint venture: | |||||||
| Centro de Investigação em Energia REN - STATE GRID, S.A. |
5,550 | 41 | 4 | (31) | 91 | (6) | (3) |
| CASH AND CASH EQUIVALENTS |
CURRENT FINANCIAL LIABILITIES |
NON-CURRENT FINANCIAL LIABILITIES |
DEPRECIATIONS AND AMORTIZATIONS |
FINANCIAL INCOME | FINANCIAL COSTS | INCOME TAX- (COST)/ INCOME |
|
|---|---|---|---|---|---|---|---|
| Joint venture: | |||||||
| Centro de Investigação em Energia REN - STATE GRID, S.A. |
5,357 | 17 | 12 | (41) | 12 | (3) | (2) |
REN is taxed based on the special regime for the taxation of group companies ("RETGS"), which includes all companies located in Portugal that REN detains directly or indirectly ate least 75% of the share capital, which should give at more than 50% of the voting rights, and comply with the conditions of the article 69º of the Corporate Income Tax law.
In accordance with current legislation, tax returns are subject to review and correction by the tax authorities for a period of four years (five years for social security), except when there are tax losses, tax benefits granted or tax inspections, claims or appeals in progress, in which case the period can be extended or suspended, depending on the circumstances. Consequently, the Company's tax returns for the years from 2021 to 2024 are still subject to review.
The Company's Board of Directors understands that possible corrections to the tax returns resulting from tax reviews/ inspections carried out by the tax authorities will not have a significant effect on the financial statements as of 31 December 2024 and 2023.
In 2024, the Group is taxed in Corporate Income Tax rate of 21%, increased by a municipal surcharge up the maximum of 1.5% over the taxable profit; and a State surcharge of an additional (i) 3% of taxable profit between 1,500 thousand euros and 7,500 thousand euros; (ii) of 5% over the taxable profit in excess of 7,500 thousand euros and up to 35,000 thousand euros; and (iii) 9% for taxable profits in excess of 35,000 thousand euros, which results in a maximum aggregate tax rate of 31.5%.
I
In the year ended 31 December 2024, the computation of the deferred taxes, was updated in accordance with Law 45-D/2024, of 31 December, that established a Corporate Income Tax rate of 20%, increased by a municipal surcharge up the maximum of 1.5% over the taxable profit; and a State surcharge of an additional (i) 3% of taxable profit between 1,500 thousand euros and 7,500 thousand euros; (ii) of 5% over the taxable profit in excess of 7,500 thousand euros and up to 35,000 thousand euros; and (iii) 9% for taxable profits in excess of 35,000 thousand euros, which results in a maximum aggregate tax rate of 30.5%. The above taxes shall apply to taxable profits relating to taxation periods beginning on or after 1 January 2025.
The tax rate used in the valuation of temporary taxable and deductible differences as of 31 December 2024, was updated for each Company included in the consolidation perimeter, using the average tax rate expected in accordance with future perspective of taxable profits of each company recoverable in the next periods.
Pillar Two legislation is applicable in the various jurisdictions in which the Group operates. The legislation will be effective for the financial statements for the year starting on 1 January 2024 (see accounting policies in Note 3.1). The Group has carried out an assessment of the potential exposure to Pillar Two income taxes. The assessment is based on the most recent financial information of the Group's companies. Based on this assessment, the effective tax rates in all jurisdictions in which the Group operates are higher than 15% and Management is not aware of any fact or event that could change this conclusion. As such, the Group's exposure to the new Pillar Two legislation is not expected, except for potential additional reporting obligations.
Income tax registered in the years ended 31 December 2024 and 2023 was as follows:
| 2024 | 2023 | |
|---|---|---|
| Current income tax | 15,373 | 20,179 |
| Adjustments of income tax from previous years | (6,371) | (1,680) |
| Deferred income tax | 6,008 | 24,156 |
| Income tax | 15,010 | 42,655 |
The amount of 6,371 thousand euros on 31 December 2024 (1,680 thousand euros on 31 December 2023), essentially refers to the recovery of CIT from previous years to the level of deductibility of tax benefits.
Reconciliation between tax calculated at the nominal tax rate and tax recorded in the consolidated statement of profit and loss is as follows:
| 2024 | 2023 | |
|---|---|---|
| Consolidated profit before income tax | 190,209 | 220,246 |
| Permanent differences: | ||
| Non deductible/ taxable costs/ income | (128,527) | (42,612) |
| Timing differences: | ||
| Tariff deviations | (29,181) | (92,790) |
| Provisions and impairment | 2,430 | 226 |
| Revaluations | (6,506) | (6,609) |
| Pension, helthcare assistence and life insurance plans | 823 | (4,049) |
| Derivative financial instruments | (40) | 1,007 |
| Others | 1,522 | 1,323 |
| Taxable income | 30,730 | 76,741 |
| Income tax | 8,382 | 12,905 |
| State surcharge tax | 5,080 | 5,381 |
| Municipal surcharge | 1,334 | 1,397 |
| Autonomous taxation | 577 | 495 |
| Current income tax | 15,373 | 20,179 |
| Deferred income tax | 6,008 | 24,156 |
| Adjustments of income tax from previous years | (6,371) | (1,680) |
| Income tax | 15,010 | 42,655 |
| Effective tax rate | 7.9% | 19.4% |
The caption "Income tax" payable and receivable at 31 December 2024 and 2023 is made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Income tax: | ||
| Corporate income tax - estimated tax | (15,373) | (20,179) |
| Corporate income tax - payments on account | 10,132 | 42,441 |
| Income withholding tax by third parties | 3,112 | 3,009 |
| Income recoverable/ (payable) | 42 | 147 |
| Income tax recoverable | (2,086) | 25,419 |
The effect of the changes in the deferred tax captions in the years presented was as follows:
| 2024 | 2023 | |
|---|---|---|
| Impact on the statement of profit and loss: | ||
| Deferred tax assets | (3,986) | (19,950) |
| Deferred tax liabilities | (2,022) | (4,206) |
| (6,008) | (24,156) | |
| Impact on equity: | ||
| Deferred tax assets | (1,844) | 3,584 |
| Deferred tax liabilities | 5,865 | 11,365 |
| 4,021 | 14,949 | |
| Net impact of deferred taxes | (1,987) | (9,207) |
The changes in deferred tax by nature were as follows:
| PROVISIONS AND IMPAIRMENTS |
PENSIONS | TARIFF DEVIATIONS |
DERIVATIVE FINANCIAL INSTRUMENTS |
REVALUED ASSETS |
OTHERS | TOTAL | |
|---|---|---|---|---|---|---|---|
| At 1 January 2024 | 2,355 | 22,726 | 16,683 | (2,516) | 10,814 | 3,374 | 53,437 |
| Increase/ decrease through reserves | - | (1,934) | - | - | - | 89 | (1,844) |
| Reversal through profit and loss | (92) | - | (1,797) | - | (2,898) | (388) | (5,175) |
| Increase through profit and loss | 484 | 248 | 395 | 58 | - | 3 | 1,188 |
| Change in the period | 392 | (1,685) | (1,402) | 58 | (2,898) | (296) | (5,831) |
| At 31 December 2024 | 2,746 | 21,041 | 15,281 | (2,457) | 7,916 | 3,078 | 47,606 |
| PROVISIONS AND IMPAIRMENTS |
PENSIONS | TARIFF DEVIATIONS |
DERIVATIVE FINANCIAL INSTRUMENTS |
REVALUED ASSETS |
OTHERS | TOTAL | |
|---|---|---|---|---|---|---|---|
| At 1 January 2023 | 3,130 | 19,454 | 32,587 | (2,457) | 12,986 | 4,100 | 69,803 |
| Increase/ decrease through reserves | - | 3,289 | - | - | - | 295 | 3,584 |
| Reversal through profit and loss | (932) | (18) | (16,301) | (67) | (2,172) | (1,022) | (20,512) |
| Increase through profit and loss | 156 | - | 397 | 9 | - | - | 562 |
| Change in the period | (776) | 3,271 | (15,904) | (58) | (2,172) | (727) | (16,366) |
| At 31 December 2023 | 2,355 | 22,726 | 16,683 | (2,516) | 10,814 | 3,374 | 53,437 |
Deferred tax assets at 31 December 2024 correspond essentially to: (i) to liabilities for benefit plans granted to employees; (ii) tariff deviations liabilities to be settled in subsequent years; and (iii) revalued assets.
In the year ended 31 December 2015, and following a favourable decision on the tax recovery of assets impairment generated during the split of REN from EDP Group, the Company recognized the amount of 10,182 thousand euros as deferred tax assets.
In the period ended 31 December 2016, the caption of revalued assets refers to the net effect of the tax revaluation of eligible assets, pursuant to Decree-Law No 66/2016, of 3 November, which led to an increase in its tax base of 46,137 thousand euros. As a result, REN Portgás recognized deferred tax assets of 12,593 thousand euros,
which will be recovered by tax deduction from the revaluation reserve inherent to revalued assets, to be amortized over 8 years from 2018. The tax revaluation reserve was taxed in 2016 at a rate of 14% (the amount calculated is settled in three equal installments, with the first due on 20 December 2016, the second due on 15 December 2017 and the third will expire on 15 December 2018).
In the year ended 31 December 2019, based on the response to a Binding Information Request, the value of the caption of revalued assets was updated to the amount of 57,271 thousand euros, which led to the additional payment of autonomous taxation. As a result, deferred tax assets were restated to the amount of 15,632 thousand euros, to be amortized over 8 years from 2018.
I
II
| TARIFF | INVESTMENTS IN EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER |
DERIVATIVE FINANCIAL |
|||||
|---|---|---|---|---|---|---|---|
| DEVIATIONS | REVALUATIONS | FAIR VALUE | COMPREHENSIVE INCOME | INSTRUMENTS | OTHERS | TOTAL | |
| At 1 January 2024 | 35,885 | 14,605 | 44,862 | 4,350 | 10,687 | (2,484) | 107,905 |
| Increase/ decrease through equity | - | - | - | (818) | (4,484) | - | (5,302) |
| Reversal trough profit and loss | - | (1,160) | (1,882) | - | - | 326 | (2,716) |
| Increase through profit and loss | 4,671 | - | - | - | - | 67 | 4,738 |
| Exchange rate differences | - | - | - | - | - | (563) | (563) |
| Change in the period | 4,671 | (1,160) | (1,882) | (818) | (4,484) | (170) | (3,842) |
| At 31 December 2024 | 40,556 | 13,445 | 42,979 | 3,533 | 6,203 | (2,654) | 104,063 |
| TARIFF DEVIATIONS |
REVALUATIONS | FAIR VALUE | INVESTMENTS IN EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
DERIVATIVE FINANCIAL INSTRUMENTS |
OTHERS | TOTAL | |
|---|---|---|---|---|---|---|---|
| At 1 January 2023 | 27,775 | 15,937 | 46,860 | 8,669 | 17,179 | (1,355) | 115,064 |
| Increase/ decrease through equity | - | - | - | (4,319) | (6,492) | 14 | (10,797) |
| Reversal trough profit and loss | - | (1,332) | (1,998) | - | - | (575) | (3,905) |
| Increase through profit and loss | 8,111 | - | - | - | - | - | 8,111 |
| Exchange rate differences | - | - | - | - | - | (568) | (568) |
| Change in the period | 8,111 | (1,332) | (1,998) | (4,319) | (6,492) | (1,129) | (7,159) |
| At 31 December 2023 | 35,885 | 14,605 | 44,862 | 4,350 | 10,687 | (2,484) | 107,905 |
Deferred tax liabilities relating to revaluations result from revaluations made in preceding years under legislation. The effect of these deferred taxes reflects the non-tax deductibility of 40% of future depreciation of the revaluation component (included in the assets considered cost at the time of the transition to IFRS).
The legal documents that establish these revaluations were the following:
| ELECTRICITY SEGMENT |
GAS SEGMENT |
|---|---|
| Decree-Law No 430/78 | Decree-Law No 140/2006 |
| Decree-Law No 399-G/81 | Decree-Law No 66/2016 |
| Decree-Law No 219/82 | |
| Decree-Law No 171/85 | |
| Decree-Law No 118-B/86 | |
| Decree-Law No 111/88 | |
| Decree-Law No 7/91 | |
| Decree-Law No 49/91 | |
| Decree-Law No 264/92 |
II Consolidated and individual accounts
354
The accounting policies for financial instruments in accordance with the IFRS 9 categories have been applied to the following financial assets and liabilities:
| 2024 | |||||||
|---|---|---|---|---|---|---|---|
| NOTES | FINANCIAL ASSETS AT AMORTIZED COST |
FINANCIAL ASSETS AT FAIR VALUE - EQUITY INSTRUMENTS THROUGH OTHER COMPREHENSIVE INCOME |
FINANCIAL ASSETS/ LIABILITIES AT FAIR VALUE - PROFIT FOR THE YEAR |
OTHER FINANCIAL ASSETS/ LIABILITIES |
TOTAL CARRYING AMOUNT |
FAIR VALUE | |
| Assets | |||||||
| Cash and cash equivalents | 17 | - | - | - | 40,477 | 40,477 | 40,477 |
| Trade and other receivables | 14 | 559,646 | - | - | - | 559,646 | 559,646 |
| Other financial assets | - | - | 5,986 | 30 | 6,017 | 6,017 | |
| Investments in equity instruments at fair value through other comprehensive income |
13 | - | 137,858 | - | - | 137,858 | 137,858 |
| Derivative financial instruments | 16 | - | - | 30,196 | - | 30,196 | 30,196 |
| Assets related to the transitional gas price stabilization regime -Decree-Law No 84-D/2022 |
36 | - | - | - | 3,481 | 3,481 | 3,481 |
| 559,646 | 137,858 | 36,182 | 43,989 | 777,675 | 777,675 | ||
| Liabilities | |||||||
| Borrowings | 20 | - | - | - | 2,531,768 | 2,531,768 | 2,528,667 |
| Trade and other payables | 23 | - | - | - | 488,557 | 488,557 | 488,557 |
| Drivative financial instruments | 16 | - | - | 34,218 | - | 34,218 | 34,218 |
| Liability related to the transitional gas price stabilization regime -Decree-Law No 84-D/2022 |
36 | - | - | - | 3,481 | 3,481 | 3,481 |
| - | - | 34,218 | 3,023,806 | 3,058,023 | 3,054,922 |
I
II
Consolidated
and
individual
accounts
III
| ﺁ | በ | 】 | |
|---|---|---|---|
2023
| NOTES | FINANCIAL ASSETS AT AMORTIZED COST |
FINANCIAL ASSETS AT FAIR VALUE - EQUITY INSTRUMENTS THROUGH OTHER COMPREHENSIVE INCOME |
FINANCIAL ASSETS/ LIABILITIES AT FAIR VALUE - PROFIT FOR THE YEAR |
OTHER FINANCIAL ASSETS/ LIABILITIES |
TOTAL CARRYING AMOUNT |
FAIR VALUE | |
|---|---|---|---|---|---|---|---|
| Assets | |||||||
| Cash and cash equivalents | 17 | - | - | - | 40,145 | 40,145 | 40,145 |
| Trade and other receivables | 14 | 814,341 | - | - | - | 814,341 | 814,341 |
| Other financial assets | - | - | 6,000 | 164 | 6,164 | 6,164 | |
| Investments in equity instruments at fair value through other comprehensive income |
13 | - | 135,741 | - | - | 135,741 | 135,741 |
| Derivative financial instruments | 16 | - | - | 54,363 | - | 54,363 | 54,363 |
| Assets related to the transitional gas price stabilization regime -Decree-Law No 84-D/2022 |
36 | - | - | - | 228,789 | 228,789 | 228,789 |
| 839,760 | 135,741 | 60,363 | 269,098 | 1,304,962 | 1,304,962 | ||
| Liabilities | |||||||
| Borrowings | 20 | - | - | - | 2,733,642 | 2,733,642 | 2,716,843 |
| Trade and other payables | 23 | - | - | - | 606,136 | 606,136 | 606,136 |
| Drivative financial instruments | 16 | - | - | 60,607 | - | 60,607 | 60,607 |
| Liability related to the transitional gas price stabilization regime -Decree-Law No 84-D/2022 |
36 | - | - | - | 228,789 | 228,789 | 228,789 |
| - | - | 60,607 | 3,568,567 | 3,629,174 | 3,612,375 |
Loans obtained, as referred to in Note 3.6, are measured, initially at fair value and subsequently at amortized cost, except for those which it has been contracted derivative fair value hedges (Note 16) which are measured at fair value. Nevertheless, REN proceeds to the disclosure of the fair value of the caption Borrowings, based on a set of relevant observable data, which fall within Level 2 of the fair value hierarchy.
The fair value of borrowings and derivatives are calculated by the method of discounted cash flows, using the curve of interest rate on the date of the statement of financial position in accordance with the characteristics of each loan.
The range of market rates used to calculate the fair value ranges between 2.8450% and 2.3779% (maturities of one day and twelve years, respectively).
The fair value of borrowings contracted by the Group at 31 December 2024 is 2,528,667 thousand euros (at 31 December 2023 was 2,716,843 thousand euros), of which 570,331 thousand euros are partially recorded at amortized cost, and contains an element recorded at fair value resulting from movements in the interest rate (at 31 December 2023 the amount recorded was 553,727 thousand euros).
In December 2023, REN subscribed 6,000,000 of category D units of the Nowberry closed-end venture capital fund, for the unit value of 1 euro each. In December 2024, the value of each unit is 0.9977 euros.
The following table presents the Group's assets and liabilities measured at fair value at 31 December 2023 in accordance with the following hierarchy levels of fair value:
• Level 3: the fair value of financial instruments is not determined based on active market quotes, but using valuation models, whose main inputs are not observable in the market.
During the year ended 31 December 2024, there was no transfer of financial assets and liabilities between fair value hierarchy levels.
| 2024 | 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
TOTAL | LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
TOTAL | |||
| Assets: | ||||||||||
| Investments in equity instruments at fair value through other comprehensive income |
Shares | 89,344 | - | 44,920 | 134,264 | 80,735 | - | 51,410 | 132,145 | |
| Financial assets at fair value | Cash flow hedge derivatives | - | 30,196 | - | 30,196 | - | 53,492 | - | 53,492 | |
| Financial assets at fair value through profit and loss | Negotiable derivatives | - | - | - | - | - | 871 | - | 871 | |
| Other financial assets | Treasury funds | 5,896 | - | - | 5,896 | 6,000 | - | - | 6,000 | |
| 95,240 | 30,196 | 44,920 | 170,356 | 86,735 | 54,363 | 51,410 | 192,508 | |||
| Liabilities: | ||||||||||
| Financial liabilities at fair value | Loans | - | 570,331 | - | 570,331 | - | 553,727 | - | 553,727 | |
| Financial liabilities at fair value | Cash flow hedge derivatives | - | - | - | - | - | 8,601 | - | 8,601 | |
| Financial liabilities at fair value | Fair value hedge derivatives | - | 34,218 | - | 34,218 | - | 52,006 | - | 52,006 | |
| - | 604,548 | - | 604,548 | - | 614,334 | - | 614,334 |
During the year ended 31 December 2024, REN proceeded to a valuation of the financial interests held Hidroeléctrica de Cahora Bassa, S.A., which is classified as Investments in equity instruments at fair value through other comprehensive income (Note 13). The fair value of this asset reflects the price at which the asset would be sold in an orderly transaction.
For this purpose, REN has opted for a revenue approach, which reflects current market expectations regarding future amounts. The fair value of the investment amounted to 44,920 thousand euros (Note 13) for the year ended on 31 December 2024.
III
The credit quality of financial assets that are not overdue or impaired may be assessed with reference to the credit ratings disclosed by Standard & Poor's or based on historical information from the entities to which they refer:
| 2024 | 2023 | |
|---|---|---|
| Trade and other receivables | ||
| BBB | 123,113 | 43,659 |
| BBB - | 1,099 | 2,112 |
| Others without rating | 435,434 | 768,570 |
| 559,645 | 814,341 | |
| Cash and cash equivalents | ||
| A+ to A- | 25,361 | 8,317 |
| BBB+ to BBB- | 15,114 | 27,876 |
| Until BB+ | 2 | 3,952 |
| 40,477 | 40,145 | |
| Asset related to the transitional gas price stabilization regime - Decree-Law No 84-D/2022 |
||
| Until A - | 3,481 | 228,789 |
| 3,481 | 228,789 |
Trade and other receivables refer mainly to regulated electricity and gas services rendered.
The main transactions are carried out with authorized distributors in each of the businesses, such as EDP, GALP and some European distributors.
At 31 December 2024, overdue or impaired credits are as follows:
With respect to the current receivables and payables balances, its carrying amount corresponds to a reasonable approximation of its fair value.
The non-current accounts receivable and accounts payable refers, essentially, to tariff deviations which amounts are communicated by ERSE, being its carrying amount a reasonable approximation of its fair value, given that they include the time value of money, being incorporated in the next two years tariffs.
The assets recognised in this caption at 31 December 2024 and 2023 corresponds to equity interests held on strategic entities for the Group, which can be detailed as follows:
| BOOK VALUE |
|||||
|---|---|---|---|---|---|
| CITY | COUNTRY | % OWNED |
2024 | 2023 | |
| OMEL - Operador del Mercado Ibérico de Energia (Pólo Espanhol) | Madrid | Spain | 10.00% | 3,167 | 3,167 |
| Redeia Corporación, S.A. | Madrid | Spain | 1.00% | 89,344 | 80,735 |
| Hidroeléctrica de Cahora Bassa ("HCB") | Maputo | Mozambique | 7.50% | 44,920 | 51,410 |
| Coreso, S.A. | Brussels | Belgium | 7.90% | 164 | 164 |
| MIBGÁS, S.A. | Madrid | Spain | 6.67% | 202 | 202 |
| MIBGÁS Derivatives, S.A. | Madrid | Spain | 9.70% | 49 | 49 |
| Associação HyLab - Green Hydrogen Collaborative Laboratory | Sines | Portugal | 12.50% | 13 | 15 |
| 137,858 | 135,741 |
| OMEL | HCB | REE | CORESO | MIBGÁS | MIBGÁS DERIVATIVES |
HYLAB | TOTAL | |
|---|---|---|---|---|---|---|---|---|
| At 1 January 2023 | 3,167 | 54,074 | 88,045 | 164 | 202 | 49 | 15 | 145,715 |
| Fair value adjustments | - | (2,664) | (7,310) | - | - | - | - | (9,974) |
| At 31 December 2023 | 3,167 | 51,410 | 80,735 | 164 | 202 | 49 | 15 | 135,741 |
| At 1 January 2024 | 3,167 | 51,410 | 80,735 | 164 | 202 | 49 | 15 | 135,741 |
| Fair value adjustments | - | (6,490) | 8,610 | - | - | - | - | 2,120 |
| Others | - | - | - | - | - | - | (2) | (2) |
| At 31 December 2024 | 3,167 | 44,920 | 89,344 | 164 | 202 | 49 | 13 | 137,858 |
I
II
Redeia Corporación, S.A. is the transmission system operator of electricity in Spain. The Group acquired 1% of equity interests in Redeia Corporación, S.A. as part of the agreement signed by the Portuguese and Spanish Governments. Redeia Corporación, S.A. is a listed company in Madrid`s index IBEX 35– Spain and the financial asset was recorded on the statement of financial position at the market price on 31 December 2024.
REN holds 2,060,661,943 shares representing 7.5% of the stock capital and voting rights of HCB, a company incorporated under Mozambican law, at the Hidroeléctrica de Cahora Bassa, SA ("HCB"), as a result of fulfilling the conditions of the contract entered into on 9 April 2012, between REN, Parpública - Participações Públicas, SGPS, SA, CEZA - Companhia Eléctrica do Zambeze, SA and EDM - Electricidade de Moçambique, EP. This participation was initially recorded at its acquisition cost (38,400 thousand euros) and subsequently adjusted to its fair value (Note 12).
REN Company holds a financial stake in the Coreso's share capital, a Company which is also hold by other important European TSO's which, as initiative of the Coordination of Regional Security (CRS), assists the TSO's in the safely supply of electricity in Europe. In this context, Coreso develops and executes operational planning activities since several days before until near real time.
On 31 December 2024, REN also holds a 6.67% financial interest in the share capital of MIBGÁS, SA, acquired during the first half of 2016, a company in charge of the development of the natural gas wholesale market operator in the Iberian Peninsula.
As part of the process of creating the Single Operator of the Iberian Electricity Market (Operador Único do Mercado Ibérico de Eletricidade – OMI) in 2011 and in accordance with the provisions of the agreement between the Portuguese Republic and the Kingdom of Spain on the establishment of an Iberian electricity market, the Company acquired 10% of the capital stock of OMEL, Operador del Mercado Iberico de Energia, SA, a Spanish operator of the sole operator, for a total value of 3,167 thousand euros.
On 31 December 2024, REN also holds a 9.7% financial interest, acquired for the amount of 48 thousand euros, of the share capital of MIBGÁS Derivatives, SA, the management company of the organized futures market natural gas, spot products of liquefied natural gas and spot products in underground storage in the Iberian Peninsula.
On 31 December 2024, REN also holds 12,5 founder participation units in the HyLab – Green Hydrogen Collaborative Laboratory Association, acquired for the amount of 13 thousand euros. This is a non-profit association governed by private law, whose object is the scientific and technological development of Green Hydrogen, covering the various components of the value chain, namely production, transport, distribution, storage and end uses.
These investments (OMEL, MIBGÁS, MIBGÁS Derivatives, Coreso and HyLab) are recognised at fair value through other comprehensive income, however, as there are no available market price for these investments and as it is not possible to determine the fair value of the period using comparable transactions, these investments are recorded at acquisition deducted of impairment losses, as describe in Note 3.6 - Financial Assets and Liabilities.
REN understands that there is no evidence of impairment loss regarding the investments of OMEL, Coreso, MIBGÁS, MIBGÁS Derivatives and HyLab at 31 December 2024.
REN Portgás holds other financial interests, which are recorded at the acquisition cost in the amount of 14 thousand euros, deducted of impairment losses, with a net value of zero thousand euros.
| AMPORTO - Área Metropolitana do Porto |
|---|
| AREA ALTO MINHO - Ag. Reg. Energia e Amb. Alto Minho |
| ADEPORTO - Agência de Energia do Porto |
The adjustments to investments in equity instruments at fair value through other comprehensive are recognised in the equity caption "Fair value reserve". This caption at 31 December 2024 and 2023 is made up as follows:
| FAIR VALUE RESERVE (NOTE 19) |
|
|---|---|
| 1 January 2023 | 45,116 |
| Changes in fair value | (9,974) |
| Tax effect | 4,319 |
| 31 December 2023 | 39,461 |
| 1 January 2024 | 39,461 |
| Changes in fair value | 2,120 |
| Tax effect | 818 |
| 31 December 2024 | 42,399 |
FAIR VALUE RESERVE (NOTE 19)
Consolidated and individual accounts
II
In the year ended 31 December 2024 and 2023, the dividends attributable to the Group are as follows (Note 34):
| 2024 | 2023 | |
|---|---|---|
| Redeia Corporación, S.A. | 5,021 | 5,415 |
| Hidroeléctrica de Cahora Bassa, S.A | 7,891 | 4,534 |
| OMEL - Operador del Mercado Ibérico de Energia (Pólo Espanhol) | 68 | 70 |
| MIBGÁS, S.A. | 64 | - |
| 13,044 | 10,018 |
Trade and other receivables at 31 December 2024 and 2023 are made up as follows:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| CURRENT | NON-CURRENT | TOTAL | CURRENT | NON-CURRENT | TOTAL | |
| Trade receivables | 394,462 | 574 | 395,036 | 361,825 | 2,292 | 364,116 |
| Impairment of trade receivables | (3,410) | - | (3,410) | (4,195) | - | (4,195) |
| Trade receivables net | 391,053 | 574 | 391,626 | 357,630 | 2,292 | 359,921 |
| Tariff deviations | 93,529 | 74,046 | 167,575 | 313,076 | 90,920 | 403,996 |
| State and Other Public Entities | 444 | - | 444 | 50,423 | - | 50,423 |
| Trade and other receivables | 485,026 | 74,620 | 559,646 | 721,129 | 93,211 | 814,341 |
The most relevant balances included in the trade and other receivables caption as of 31 December 2024 are: (i) the receivable of E-Redes Distribuição de Eletricidade, SA in the amount of 116,125 thousand euros (37,732 thousand euros at 31 December 2023); (ii) the receivable of Galp Gás Natural, S.A., in the amount of 5,167 thousand euros (12,299 thousand euros at 31 December 2023); (iii) the receivable of EDP – Gestão da Produção de Energia, S.A., in the amount of 5,407 thousand euros (242 thousand euros
at 31 December 2023); (iv) the receivable of EDP – Energias de Portugal, S.A., in the amount of 1,157 thousand euros (1,930 thousand euros at 31 December 2023); (v) the receivable of Endesa Generación, S.A., in the amount of 9,615 thousand euros (9,623 thousand euros at 31 December 2023) and (vi) the amount of 17,350 thousands euros regarding Social Tariff, not yet invoiced by 31 December 2024.
I
III
In the trade and other receivables at 31 December 2024, also stands out the amounts not yet invoiced of the activity of the Market Manager (MIBEL – Mercado Ibérico de Electricidade), in the amount of 25,091 thousand euros (65,928 thousand euros at 31 December 2023), the amount to invoice to EDP – Distribuição de Energia, S.A., of 7,787 thousand euros (7,626 thousand euros at 31 December 2023) regarding the CMEC, also reflected in the caption "Suppliers and other accounts payable" (Note 23) and the amount of 42,452 thousand euros related to the payment of dividends as advance on profits (Note 32).
This transaction related to "CMEC" sets a pass-through in the consolidated income statement of REN, fact for which it is compensated in that statement.
Changes to the impairment losses for trade receivable and other accounts receivable are made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Begining balance | (4,195) | (2,905) |
| Reclassifications | 25 | - |
| Increases | (244) | (1,320) |
| Utilization | 22 | - |
| Reversing | 982 | 30 |
| Ending balance | (3,410) | (4,195) |
The ageing of trade receivables, net of impairment, is as follows:
| 2024 | 2023 | |
|---|---|---|
| Not due and due up to 30 days | 371,636 | 342,239 |
| 31-60 days | 4,135 | 2,734 |
| 61-90 days | 1,072 | 940 |
| 91-120 days | 1,065 | 487 |
| More than 120 days | 13,718 | 13,521 |
| 391,626 | 359,921 |
Inventories at 31 December 2024 and 2023 are made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Other materials | 2,538 | 7,193 |
| Inventories | 2,538 | 7,193 |
The cost of goods sold and materials consumed, recognized in the year ended 31 December 2024 and 2023, is detailed as follows:
| 2024 | 2023 | |
|---|---|---|
| Opening balance | 7,193 | 5,134 |
| Acquisitions | 853 | 3,065 |
| Transfers and reclassifications | (4,593) | 3 |
| Closing balance | 2,538 | 7,193 |
| Cost of goods sold and materials consumed | 915 | 1,008 |
| 2024 | 2023 | |
|---|---|---|
| 7,193 | 5,134 | |
| 853 | 3,065 | |
| Transfers and reclassifications | (4,593) | 3 |
| 2,538 | 7,193 | |
| Cost of goods sold and materials consumed | 915 | 1,008 |
At 31 December 2024 and 2023, the REN Group had the following derivative financial instruments contracted:
| NOTIONAL | ASSETS | LIABILITIES | |||||
|---|---|---|---|---|---|---|---|
| CURRENT | NON-CURRENT | CURRENT | NON-CURRENT | ||||
| Derivatives designated as cash flow hedges | |||||||
| Interest rate swaps | 600,000 TEUR | 1,554 | 28,642 | - | - | ||
| 1,554 | 28,642 | - | - | ||||
| Derivatives designated as fair value hedges | |||||||
| Interest rate swaps | 600,000 TEUR | - | - | 3,477 | 30,740 | ||
| - | - | 3,477 | 30,740 | ||||
| Derivative financial instruments | 1,554 | 28,642 | 3,477 | 30,740 |
| ASSETS | LIABILITIES | ||||
|---|---|---|---|---|---|
| NOTIONAL | CURRENT | NON-CURRENT | CURRENT | NON-CURRENT | |
| Derivatives designated as cash flow hedges | |||||
| Interest rate swaps | 900,000 TEUR | 7,748 | 45,745 | - | - |
| Currency and interest rate swaps | 10,000,000 TJPY | - | - | 8,601 | - |
| 7,748 | 45,745 | 8,601 | - | ||
| Derivatives designated as fair value hedges | |||||
| Interest rate swaps | 600,000 TEUR | - | - | - | 52,006 |
| - | - | - | 52,006 | ||
| Trading derivatives | |||||
| Trading derivatives | 60,000 TEUR | 871 | - | - | - |
| 871 | - | - | - | ||
| Derivative financial instruments | 8,619 | 45,745 | 8,601 | 52,006 |
I
II
Consolidated
and
individual
accounts
III
accounts
III
FAIR VALUE AT
The valuation of the derivative financial instruments portfolio is based on fair value valuations performed by specialized external entities.
The amount recognized in this item refers to eight interest rate swap contracts negotiated by REN SGPS to hedge the interest rate fluctuation risk (Note 4.1).
Counterparties to derivative contracts are international financial institutions with a solid credit rating and first-rate national institutions.
For the purpose of the effectiveness tests of the designated hedging relationships, REN applies the "Dollar offset method" and the linear regression statistical method as methodologies. The effectiveness ratio is given by comparing the changes in
fair value of the hedging instrument with the changes in fair value of the hedged item (or hypothetical derivative instrument simulating the conditions of the hedged item).
For the purpose of calculating ineffectiveness, the total change in fair value of the hedging instruments is considered.
The disclosed amount includes receivable or payable accrued interest, at 31 December 2024 related to these financial instruments, in the net amount payable of 2,021 thousand euros (at 31 December 2023 it was 1,591 thousand euros payable).
The characteristics of the derivative financial instruments negotiated at 31 December 2024 and 2023 were as follows:
| FAIR VALUE AT |
CURRENCY | REN PAYS |
REN RECEIVES |
MATURITY | 31.12.2024 | 31.12.2023 | |
|---|---|---|---|---|---|---|---|
| Cash flow hedge | |||||||
| Interest rate swaps | 900,000 TEUR | EUR | [0.75%;1.266%] | [Euribor 3m; Euribor 6m] |
[dec-2024;feb-2025] | - | 53,492 |
| Interest rate swaps | 600,000 TEUR | EUR | [0.51%;1.266%] | [Euribor 6m] | [feb-2025;apr-2029] | 30,196 | - |
| Currency ans interest rate swaps | 10,000,000 TJPY | EUR/ JPY | [Euribor 6m; + 2,19%] |
[2.71%] | [jun-2024] | - | (8,601) |
| 30,196 | 44,891 | ||||||
| Fair value hedge | |||||||
| Interest rate swaps | 300,000 TEUR | EUR | [Euribor 6m] | [0.611%; 0.6285%] | [feb-2025] | (3,477) | (11,748) |
| Interest rate swaps | 300,000 TEUR | EUR | [Euribor 6m] | [-0.095%] | [apr-2029] | (30,740) | (40,258) |
| (34,217) | (52,006) | ||||||
| Trading | |||||||
| Interest rate swaps | 60,000 TEUR | EUR | [0.99%] | [Euribor 6m] | [jun-2024] | - | 871 |
| - | 871 | ||||||
| Total | (4,020) | (6,244) | |||||
The periodicity of the cash flows, paid and received, from the derivative financial instruments portfolio is semiannual and annual for cash flow hedging contracts, semiannual and annual for fair value hedging contracts.
The breakdown of the notional of derivatives at 31 December 2024 and 2023 is presented in the following table:
| 2024 | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | 2029 | FOLLOWING YEARS |
TOTAL | |
| Interest rate swap (cash flow hedge) | 300,000 | - | - | - | 300,000 | - | 600,000 |
| Interest rate swap (fair value hedge) | 300,000 | - | - | - | 300,000 | - | 600,000 |
| Total | 600,000 | - | - | - | 600,000 | - | 1,200,000 |
III
2023
| 2024 | 2025 | 2026 | 2027 | 2028 | FOLLOWING YEARS |
TOTAL | |
|---|---|---|---|---|---|---|---|
| Interest rate swap (cash flow hedge) | 300,000 | 300,000 | - | - | - | 300,000 | 900,000 |
| Currency and interest rate swap (cash flow hedge) | 72,899 | - | - | - | - | - | 72,899 |
| Interest rate swap (fair value hedge) | - | 300,000 | - | - | - | 300,000 | 600,000 |
| Interest rate swap (trading) | 60,000 | - | - | - | - | - | 60,000 |
| Total | 432,899 | 600,000 | - | - | - | 600,000 | 1,632,899 |
The Group hedges the interest rate risk associated with the fluctuation of the market interest rate index (Euribor) on a portion of future debt interest payments through the designation of interest rate swaps, in order to transform floating rate payments into fixed rate payments.
At 31 December 2024, the Group has a total of four cash flow hedging interest rate swap contracts for a total amount of 600,000 thousand euros (as of 31 December 2023 it was 900,000 thousand euros). The hedged risk is the variable rate index associated to the interest payments of the loans. Credit risk is not being hedged.
The fair value of the interest rate swaps, at 31 December 2024, is positive 30,196 thousand euros (at 31 December 2023 it was positive 53,492 thousand euros).
The derivatives described above, in a total amount of 600,000 thousand euros (at 31 December 2023 it was 600,000 thousand euros) are designated to hedge an aggregated exposure composed by the net effect of floating rate debt and interest rate swaps designated as fair value hedging instruments.
The amount recognised in reserves, relating to the cash flow hedges referred to above, was 27,568 thousand euros (at 31 December 2023 it was 49,268 thousand euros).
The hedged instruments of cash flow hedging relationships present the following conditions:
| MATURITY | HEDGED NOTIONAL |
INTEREST RATE |
HEDGED CARRYING AMOUNT - 2024 |
HEDGED CARRYING AMOUNT - 2023 |
NOTE | |
|---|---|---|---|---|---|---|
| Cash flow hedging instruments | ||||||
| European Investment Bank (EIB) Loan | 16/12/2024 | 300,000 TEUR | Euribor 3m | - | 301,068 | 20 |
| Bond Issue (Euro Medium Term Notes)1 | 12/02/2025 | 300,000 TEUR | 2.5% | 306,574 | 306,281 | 20 |
| Bond Issue (Euro Medium Term Notes)2 | 16/04/2029 | 300,000 TEUR | 0.50% | 299,675 | 299,353 | 20 |
The Group hedged the exchange rate risk of the 10,000 million Yen bond issued through a cross currency swap with the main characteristics similar to the bond with regard to exchange rate risk. Credit risk is not hedged.
As at 31 December 2024, the Group no longer holds active cross currency and interest rate swap (the fair value of the cross currency and interest rate swap at 31 December 2023 was negative 8,601 thousand euros).
Changes in the fair value of the hedging instrument are also being recognized in equity hedging reserves, with exception of:
• the offsetting of the exchange rate effect of the spot revaluation of the hedged item (bond issue in yen) at each reference date, arising from the hedging of the exchange rate risk3;
3 The currency effect of the underlying (loan), in the year 2024, was favorable in the amount of 5,067 thousand euros, and was offset, in the same amount, by the unfavourable effect of the hedging instrument in the income statement for the year (as of 31 December 2023 was favorable in 7,126 thousand euros).
1 This hedged instrument is designated jointly with derivatives of fair value hedging amounting to 300,000 thousand euros (see conditions on the table above) in an aggregate exposure hedge to Euribor 6 months in the period from 2023 to 2025 and, as such, eligible for cash flow hedge.
2 This hedged instrument is designated jointly with derivatives of fair value hedging amounting to 300,000 thousand euros (see conditions on the table above) in an aggregate exposure hedge to Euribor 6 months in the period from 2023 to 2029 and, as such, eligible for cash flow hedge.
• the ineffective effect of the hedge arising from the accounting designation made (REN contracted a trading derivative to economically hedge this ineffectiveness see Trading Derivative)4. This inefficiency is caused by the change in the interest profile of the hedging instrument, which pays a variable rate in the period from 2019 to 2024.
In May 2021, the Group hedged the exchange rate risk of sales denominated in Chilean Pesos by Transemel, in a total amount of 7,950,000 thousand Chilean Pesos (CLP), through the contracting of a structure of thirty monthly non deliverable forwards on the monthly average of the EUR/ CLP exchange rate with maturity between 2021 and 2023.
As at 31 December 2024, the Group has no non-deliverable forwards active contracts designated as cash flow hedging instruments.
The movements recorded in the statement of comprehensive income through the application of cash flow hedges were as follows:
| CASH FLOW HEDGING INSTRUMENTS | CHANGE IN THE FAIR VALUE OF HEDGING INSTRUMENTS i) |
OF WHICH: EFFECTIVE AMOUNT RECORDED IN HEDGE RESERVES |
HEDGING INEFFICIENCY RECORDED IN PROFIT FOR THE YEAR |
COVERAGE RESERVE RECLASSIFICATIONS TO RESULTS FOR THE YEAR |
|---|---|---|---|---|
| Swaps of interest rate | (21,700) | (21,700) | - | - |
| Swaps of exchange rate and interest rate | 8,551 | 1,770 | (2,151) | 8,932 |
| (13,149) | (19,930) | (2,151) | 8,932 |
| CASH FLOW HEDGING INSTRUMENTS | CHANGE IN THE FAIR VALUE OF HEDGING INSTRUMENTS i) |
OF WHICH: EFFECTIVE AMOUNT RECORDED IN HEDGE RESERVES |
HEDGING INEFFICIENCY RECORDED IN PROFIT FOR THE YEAR |
COVERAGE RESERVE RECLASSIFICATIONS TO RESULTS FOR THE YEAR |
|---|---|---|---|---|
| Swaps of interest rate | (29,048) | (29,048) | - | - |
| Swaps of exchange rate and interest rate | (7,680) | 195 | (748) | (7,126) |
| (36,728) | (28,854) | (748) | (7,126) |
i) Does not include accrued interest and hedging inefficiency.
4 The ineffective cash flow hedge component of the exchange rate risk recognised in the income statement, was negative 2,151 thousand euros, further increased by the effect of the trading derivative negotiated in negative 842 thousand euros (as of 31 December 2023 it was negative 748 thousand euros increased by 1,205 thousand euros of the negative effect of the trading derivative). Therefore, the net effect on the income statement for the period ended on 31 December 2024 amounted to negative 2,993 thousand euros (as of 31 December 2023 was negative 1,954 thousand euros).
The movements recognised in the hedging reserve (Note 19) were as follows:
| FAIR VALUE |
DEFERRED TAXES IMPACT |
HEDGING RESERVES |
|
|---|---|---|---|
| 1 January 2023 | 76,698 | (17,179) | 59,518 |
| Changes in fair value and ineffectiveness | (28,940) | 6,492 | (22,448) |
| 31 December 2023 | 47,758 | (10,687) | 37,071 |
| 1 January 2024 | 47,758 | (10,687) | 37,071 |
| Changes in fair value and ineffectiveness | (19,930) | 4,484 | (15,446) |
| 31 December 2024 | 27,828 | (6,203) | 21,625 |
The Group hedges the interest rate risk associated with the fluctuation of the market interest rate index (Euribor) on the fair value of interest payments on fixed-rate debt by negotiating interest rate swaps where it pays a variable rate and receives a fixed rate in order to convert fixed-rate debt payments into variable-rate payments.
At 31 December 2024, the Group has a total of four fair value hedging derivative contracts amounting to 600,000 thousand euros (as of 31 December 2023 it was 600,000 thousand euros). The hedged risk corresponds to the change in fair value of debt issues attributable to movements in the market interest rate index (Euribor). Credit risk is not being hedged. At 31 December 2024, the fair value of interest rate swaps designated as fair value hedging instruments was negative 34,218 thousand euros (as of 31 December 2023 it was negative 52,006 thousand euros).
Changes in the fair value of hedged items arising from interest rate risk are recognised in the income statement in order to offset changes in the fair value of the hedging instrument, which are also recognised in the income statement.
The hedged items of fair value hedging relationships have the following conditions:
| MATURITY | HEDGED NOTIONAL |
INTEREST RATE |
CARRYING AMOUNT |
ACCUMULATED FAIR VALUE ADJUSTMENT |
VARIATION OF THE YEAR-END |
NOTE | |
|---|---|---|---|---|---|---|---|
| Fair value hedging instruments | |||||||
| Bond Issue (Euro Medium Term Notes) | 12.02.2025 | 300,000 TEUR | 2.50% | 305,178 | 1,396 | (7,505) | 20 |
| Bond Issue (Euro Medium Term Notes) | 16.04.2029 | 300,000 TEUR | 0.50% | 271,402 | 28,273 | (9,098) | 20 |
| 29,669 | (16,603) | ||||||
| 2023 |
| MATURITY | HEDGED NOTIONAL |
INTEREST RATE |
CARRYING AMOUNT |
ACCUMULATED FAIR VALUE ADJUSTMENT |
VARIATION OF THE YEAR-END |
NOTE | |
|---|---|---|---|---|---|---|---|
| Fair value hedging instruments | |||||||
| Bond Issue (Euro Medium Term Notes) | 12.02.2025 | 300,000 TEUR | 2.50% | 297,380 | 8,901 | (8,084) | 20 |
| Bond Issue (Euro Medium Term Notes) | 16.04.2029 | 300,000 TEUR | 0.50% | 261,981 | 37,372 | (18,527) | 20 |
| 46,273 | (26,611) |
368
I
II
Consolidated
and
individual In 2024, the change in fair value of the debt related to interest rate risk recognized i n the income statement was negative 16,603 thousand euros (at 31 December 2023 it was negative 26,611 thousand euros), resulting in an ineffective component, after considering the effect of the hedged items in the income statement, of approximately positive 40 thousand euros (at 31 December 2023 it was negative 1,007 thousand euros). The ineffectiveness recognized is related to the effect of the fixed leg spread of the hedging instruments that is not reflected in the hedged item.
The movements recorded in the statement of comprehensive income through the application of fair value hedges were as follows:
| 2024 | |
|---|---|
| FAIR VALUE HEDGING INSTRUMENTS | HEDGING INEFFICIENCY RECORDED IN PROFIT FOR THE YEAR |
| Swaps of interest rate | 40 |
| 2023 | |
| FAIR VALUE HEDGING INSTRUMENTS | HEDGING INEFFICIENCY RECORDED IN PROFIT FOR THE YEAR |
| Swaps of interest rate | (1,007) |
The Group negotiated an interest rate swap, with a starting date in 2019 and maturity in 2024, which pays fixed rate and receives variable rate. This instrument, although not designated as hedge accounting considering IFRS 9 criteria, is currently hedging the effect of the ineffectiveness of the cash flow hedge of the interest and exchange rate risks of the bond issue in Yen, relative to the fluctuation of interest rates for the hedging period (see Cash Flow Hedge – Interest and Exchange Rate Swaps).
As at 31 December 2024, the Group no longer holds active trading swaps (the fair value of the trading derivative, on 31 December 2023, was positive 871 thousand euros). Credit risk is not being hedged.
Changes in the fair value of the trading derivative are recorded directly in the income statement. The impact in the income statement, as of 31 December 2024, related to the effect of the fair value of the trading derivative was negative 842 thousand euros (as of 31 December 2023 it was 1,205 thousand euros negative).
The amounts considered as cash and cash equivalents in the consolidated statements of cash flows for the years ended 31 December 2024 and 2023 are made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Cash | 10 | 8 |
| Bank deposits | 40,467 | 40,137 |
| Cash and cash equivalents in the statement of financial position |
40,477 | 40,145 |
| Bank overdrafts (Note 20) | (500) | - |
| The transitional gas price stabilization regime - Decree-Law No 84-D/2022 (Note 3.18 and 36) |
- | - |
| Cash and cash equivalents in cash flow statement | 39,977 | 40,145 |
In the years ended 31 December 2024 and 2023, there are no cash and cash equivalents that are not available for the group to use.
As of 31 December 2024 and 2023, REN's subscribed and paid up share capital is made up of 667,191,262 shares of 1 euro each.
| 2024 | 2023 | |||
|---|---|---|---|---|
| NUMBER OF SHARES |
SHARE CAPITAL |
NUMBER OF SHARES |
SHARE CAPITAL |
|
| Share Capital | 667,191,262 | 667,191 | 667,191,262 | 667,191 |
The caption "Other changes in equity" in the years ended 31 December 2024 and 2023 amounted to 5,561 thousand euros.
Additionally, and following the share capital increase in 2017, the caption "Share Premium" in the years ended 31 December 2024 and 2023 amounted to 116,809 thousand euros.
At 31 December 2024, REN SGPS had the following own shares:
| NUMBER OF SHARES |
PROPORTION | AMOUNT | |
|---|---|---|---|
| Own shares | 3,881,374 | 0.6% | (10,728) |
No own shares were acquired or sold in the years ended 31 December 2024 and 2023.
In accordance with the Commercial Company Code (Código das Sociedades Comerciais) REN SGPS must at all times ensure that there are sufficient equity reserves to cover the value of own shares, in order to limit the amount of reserves available for distribution.
The caption "Reserves" in the amount of 343,969 thousand euros includes:
• Other reserves: This caption is changed by (i) application of the results of previous years, being available for distribution to shareholders; except for the limitation set by the Companies Code in respect of own shares (Note 18); (ii) exchange rate changes associated to the financial investment whose functional currency is Dollar; (iii) exchange variation of assets and liabilities of financial investments in subsidiaries, namely the exchange rate effect of converting Chilean Peso to Euro and (iv) changes in equity of associates recorded under the equity method. On 31 December 2024, this caption amounts to 138,567 thousand euros (138,781 thousand euros on 31 December 2023).
In accordance with the Portuguese legislation: (i) increases in equity as a result of the incorporation of positive fair value (fair value reserves and hedging reserves) can only be distributed to shareholders when the correspondent assets have been sold, exercised, extinct, settled or used; and (ii) income and other positive equity changes recognized as a result of the equity method can only be distributed to shareholders when paid-up. Portuguese legislation establishes that the difference between the equity method income and the amount of paid or deliberated dividends is equivalent to legal reserve.
III
The segregation of borrowings between current and non-current and by nature, at 31 December 2024 and 2023 was as follows:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| CURRENT | NON-CURRENT | TOTAL | CURRENT | NON-CURRENT | TOTAL | |
| Bonds | 500,000 | 868,987 | 1,368,987 | 63,967 | 1,053,012 | 1,116,979 |
| Bank borrowings | 69,389 | 500,090 | 569,479 | 68,821 | 419,479 | 488,300 |
| Commercial paper | 320,000 | 250,000 | 570,000 | 556,000 | 550,000 | 1,106,000 |
| Bank overdrafts (Note 17) | 500 | - | 500 | - | - | - |
| Leases liabilities | 2,190 | 4,485 | 6,676 | 1,720 | 3,282 | 5,001 |
| 892,080 | 1,623,563 | 2,515,643 | 690,508 | 2,025,773 | 2,716,281 | |
| Accrued interest | 27,429 | - | 27,429 | 22,796 | - | 22,796 |
| Prepaid interest | (5,094) | (6,210) | (11,304) | (2,363) | (3,072) | (5,435) |
| Borrowings | 914,415 | 1,617,353 | 2,531,768 | 710,941 | 2,022,701 | 2,733,642 |
The change in borrowings during the year ended 31 December 2024 was as follows:
| OPENING BALANCE |
SUBSCRIPTIONS | REIMBURSEMENT | EXCHANGE EVALUATION |
FAIR VALUE |
RECLASSIFICATION NON-CURRENT TO CURRENT |
INCREASE LEASE LIABILITIES |
OTHER | CLOSING BALANCE |
|
|---|---|---|---|---|---|---|---|---|---|
| NON-CURRENT | |||||||||
| Bonds | 1,053,012 | 300,000 | - | - | 16,603 | (500,000) | - | (628) | 868,987 |
| Bank borrowings | 419,479 | 150,000 | - | - | - | (69,388) | - | - | 500,090 |
| Commercial paper | 550,000 | 3,541,000 | (3,841,000) | - | - | - | - | - | 250,000 |
| Leases liabilities | 3,282 | - | (2,592) | - | - | - | 3,796 | - | 4,485 |
| 2,025,773 | 3,991,000 | (3,843,592) | - | 16,603 | (569,388) | 3,796 | (628) | 1,623,563 | |
| CURRENT | |||||||||
| Bonds | 63,967 | - | (58,900) | (5,067) | - | 500,000 | - | - | 500,000 |
| Bank borrowings | 68,821 | - | (68,820) | - | - | 69,388 | - | - | 69,389 |
| Commercial paper | 556,000 | 2,282,000 | (2,518,000) | - | - | - | - | - | 320,000 |
| Bank overdrafts | - | - | - | - | - | - | - | 500 | 500 |
| Leases liabilities | 1,720 | - | (76) | - | - | - | 546 | - | 2,190 |
| 690,508 | 2,282,000 | (2,645,796) | (5,067) | - | 569,388 | 546 | 500 | 892,080 | |
| Borrowings | 2,716,281 | 6,273,000 | (6,489,389) | (5,067) | 16,603 | - | 4,342 | (128) | 2,515,643 |
I
The borrowings settlement plan was as follows:
| 2025 | 2026 | 2027 | 2028 | 2029 | FOLLOWING YEARS |
TOTAL | |
|---|---|---|---|---|---|---|---|
| Debt - Non current | - | 196,566 | 100,952 | 359,592 | 451,844 | 514,609 | 1,623.563 |
| Debt - Current | 892,080 | - | - | - | - | - | 892,080 |
| 892,080 | 196,566 | 100,952 | 359,592 | 451,844 | 514,609 | 2,515.643 |
Detailed information regarding bond issues as of 31 December 2024 is as follows:
| ISSUE DATE |
MATURITY | INITIAL AMOUNT |
OUTSTANDING AMOUNT |
INTEREST RATE |
PERIODICITY OF INTEREST PAYMENT |
|---|---|---|---|---|---|
| Issuances under the Euro Medium Term Notes Program | |||||
| 12.02.2015 | 12/02/2025 | TEUR 300,000 i) | TEUR 500,000 | Fixed rate EUR 2.50% |
Anual |
| 18.01.2018 | 18/01/2028 | TEUR 300,000 | TEUR 300,000 | Fixed rate EUR 1.75% |
Anual |
| 16.04.2021 | 16/04/2029 | TEUR 300,000 i) | TEUR 300,000 | Fixed rate EUR 0.50% |
Anual |
| 27.02.2024 | 27/02/2032 | TEUR 300,000 | TEUR 300,000 | Fixed rate EUR 3.50% |
Anual |
i) These issues correspond to private placements.
As of 31 December 2024, the Group has eleven commercial paper programs in the amount of 2,225,000 thousand euros, of which 1,655,000 thousand euros are available for utilization. Of the total amount 1,025,000 thousand euros have a guaranteed placement, of which 775,000 thousand euros are available for utilization at 31 December 2024 (at 31 December 2023, 300,000 thousands euros were available).
In 2024, the Group issued a Green Bond in the amount of 300,000 thousand euros at a fixed rate and reimbursed the bond in the amount of 10,000,000 thousand yens.
In December 2024, the Group disbursed the second amount of 150,000 thousand euros under the first tranche of the "green finance" contracted with the European Investment Bank in December 2022.
At of 31 December 2024, the first tranche in the amount of 300,000 euros is totally disbursed and 150,000 thousand euros are yet to be disbursed under the second tranche of this "green finance" signed on January 2023.
Bank loans are mostly composed of loans contracted with the European Investment Bank (EIB), which at 31 December 2024 amounted to 534,479 thousand euros (at 31 December 2023 it was 453,300 thousand euros).
The Group also has credit lines negotiated in the amount of 80,000 thousand euros and used an amount of 470 thousand euros, maturing up to one year, which are automatically renewable periodically (if they are not resigned in the contractually specified period for that purpose).
As a result of the fair value hedge related to the debt emission in the amount of 600,000 thousand euros, fair value changes concerning interest rate risk were recognized directly in statement of profit and loss, in a negative amount of 16,603 thousand euros (at 31 December 2023 was negative 26,611 thousand euros) (Note 16).
The Company's financial liabilities have the following main types of covenants: Cross default, Pari Passu, Negative Pledge and Gearing.
The bank loans with BEI include also covenants related with rating and other financial ratios in which the Group may be called upon to present an acceptable guarantee in the event of rating and financial ratios below the established values.
As of 31 December 2024, the Group complies with all the covenants to which it is contractually bound.
REN and its subsidiaries are a part of certain financing agreements and debt issues, which include change in control clauses typical in this type of transactions (including, though not so expressed, changes in control as a result of takeover bids) and essential to the realization of such transactions on the appropriate market context. In any case, the practical application of these clauses is limited to considering the legal ownership of shares of REN restrictions.
financing agreements.
re-pricing dates is as follows:
is totally covered by hedge derivate in place.
2024 2023
I
III
The effect of the foreign exchange rate exposure was not considered as this exposure 6 - 12 month 10,456 - 1 - 5 years 425,000 1,617,442 Over 5 years 300,000 862,628 2,516,956 2,725,863
The average interest rates for borrowings including commissions and other expenses were 2.75% in 2024 and 2.49% in 2023.
Following the legal standards and usual market practices, contractual terms and free market competition, establish that neither REN nor its counterparts in borrowing
agreements are authorized to disclose further information regarding the content of these
The exposure of the Group's borrowings to changes in interest rates on the contractual
6 month or less 1,781,500 245,793
Minimal payments regarding lease contacts and the carrying amount of the finance lease liabilities as of 31 December 2024 and 2023 are made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Lease liabilities - minimum lease payments | ||
| No later than 1 year | 2,407 | 1,915 |
| Later than 1 year and no later than 5 years | 4,726 | 3,492 |
| 7,133 | 5,406 | |
| Future finance charges on leases | (457) | (405) |
| Present value of lease liabilities | 6,676 | 5,001 |
| 2024 | 2023 | |
| The present value of lease liabilities is as follows | ||
| No later than 1 year | 2,190 | 1,720 |
| Later than 1 year and no later than 5 years | 4,485 | 3,282 |
| 6,676 | 5,001 |
As explained in Note 3.10, REN – Rede Eléctrica Nacional, S.A. grants supplementary retirement, early-retirement and survivor pensions (hereinafter referred to as Pension Plan), provides its retirees and pensioners with a health care plan on a similar basis to that of its serving personnel, and grants other benefits such as long service award, retirement award and a death subsidy (referred to as "Other benefits"). The Group also grants their employees life assurance plans. The long service award is applicable to all Group companies.
In November 2012, the Group terminated the Collective Bargaining Agreement ("ACT") which covered only part of REN employees (about 50%) proposing to the unions a new ACT applicable to all Group companies. This proposal aimed to integrate in a single document several and disperse existing documentation, adapting the new document do the Group current needs.
On 30 January 2015 the Group signed a new agreement with its employees effective on 1 February 2015, incorporating the following changes on future liabilities of long-term benefits:
At 31 December 2024 and 2023, the Group had the following amounts recorded relating to liabilities for retirement and other benefits:
| 2024 | 2023 | |
|---|---|---|
| Liability on statement of financial position | ||
| Pension plan | 36,634 | 38,511 |
| Healthcare plan and other benefits | 36,214 | 37,344 |
| 72,847 | 75,855 |
| 2024 | 2023 | |
|---|---|---|
| Initial balance | 75,855 | 64,939 |
| Current service costs and Net interest on net defined benefit liability |
4,646 | 4,220 |
| Actuarial gains/ (losses): | ||
| - impact on the statement of profit and loss | (32) | 17 |
| - impact on equity | (4,071) | 10,963 |
| Benefits paid | (3,551) | (4,284) |
| Final balance | 72,847 | 75,855 |
During the years ended 31 December 2024 and 2023, the following operating expenses were recorded regarding benefit plans with employees:
| 2024 | 2023 | |
|---|---|---|
| Charges to the statement of profit and loss (Note 28) | ||
| Pension plan | 3,063 | 2,719 |
| Healthcare plan and other benefits | 1,551 | 1,518 |
| 4,614 | 4,237 |
The actuarial assumptions used to calculate the post-employment benefits are considered by the REN Group and the entity specialized in the actuarial valuation reports to be those that best meet the commitments established in the Pension plan, and related retirement benefit liabilities, and are as follows:
| 2024 | 2023 | |
|---|---|---|
| Annual discount rate | Full Yield Curve (single rate equivalent: 3.50%) |
Full Yield Curve (single rate equivalent: 3.34%) |
| Expected percentage of serving employees elegíble for early retirement (more than 60 years of age and 36 years in service) - by Collective work agreement |
20.00% | 20.00% |
| Expected percentage of serving employees elegible for early retirement - by Management act |
10.00% | 10.00% |
| Rate of salary increase | 4.80% from 2025 and 2,80% from 2026 |
5.00% by 2024, 4.80% by 2025 and 2.80% from 2026 |
| Pension increase | 2.30% from 2025 | 5.00% by 2024 2.30% from 2025 |
| Future increases of Social Security Pension amount |
2.30% from 2025 | 5.00% by 2024 2.30% from 2025 |
| Inflation rate | 2.30% | 2.30% |
| Medical trend | 2.30% | 2.30% |
| Management costs (per employee/ year) |
358 euros | 353 euros |
| Expenses medical trend | 2.30% | 2.30% |
| Retirement age (number of years) |
66 years and 7 months | 66 years and 4 months |
| Mortality table | TV 99/01 | TV 99/01 |
The annual discount rate used in the valuation of liabilities, was obtained through an analysis of rates of return on bonds considered appropriate and in line with the duration of the obligations associated with different benefit plans (see discount rate determination in note 3.10).
Employees who meet certain predefined conditions of age and seniority and who chose to take early retirement, as well as those that agree with the Company to take early retirement, are also included in the plans.
In the year ended 31 December 2024, the granular methodology was used to calculate liabilities. The benefits are broken down into cash flows according to the expected year of payment, with each cash flow being discounted using a discount rate corresponding to its duration, thus allowing to reflect the duration of each element. Since the benefits have different average durations, a different effective average discount rate was considered for each benefit.
For the purposes of the sensitivity analysis of the pension plan, health care plan and other benefits, an equivalent discount rate of 3.35%, 3.51% and 3.54%, respectively, was considered.
In the scenario where we apply an increase and a decrease of 1% to discount rate in determination of the responsibilities with pension plan and medical and other benefits plan, the following changes would occur:
| DISCOUNT RATE FOR SENSITIVITY ANALYSIS |
|||
|---|---|---|---|
| 2.35% | 3.35% | 4.35% | |
| Pension plan | |||
| Liabilities | 69,918 | 63,269 | 57,537 |
| Impact on liabilities | 6,649 | - | (5,732) |
| 2.51% | 3.51% | 4.51% | |
| Healthcare plan | |||
| Liabilities | 14,460 | 12,840 | 11,512 |
| Impact on liabilities | 1,620 | - | (1,328) |
| 2.54% | 3.54% | 4.54% | |
| Other benefits | |||
| Liabilities | 26,923 | 23,374 | 20,544 |
| Impact on liabilities | 3,549 | - | (2,830) |
The evolution of the eligible population for the pension plan and the healthcare and other benefits plan is as follows:
| 2024 | 2023 | |
|---|---|---|
| Active (pension plan, healthcare plan and other benefits) | 204 | 225 |
| Active (long service award benefit) | 758 | 744 |
| Pre-retires and earlier retires | 29 | 43 |
| Retires | 737 | 714 |
To cover its liability for supplementary retirement pensions, REN contributes to an autonomous Pension fund.
In the years ended 31 December 2024 and 2023, no contributions were made to the REN Pension Fund. No contributions are expected for the following year.
The expected payments plan, given its maturity, of the obligations of the pension plan is in the following table:
| 2025 | 2026 | 2027 | 2028 | 2029 | 2030-2034 | |
|---|---|---|---|---|---|---|
| Expected benefits payments | 3,370 | 3,408 | 3,702 | 3,722 | 3,804 | 22,986 |
The weighted average duration of the obligations of the pension plan is 10 years.
The portfolio of assets of the REN Pension Fund as of 31 December 2024 and 2023 were as follows, in accordance with information provided by the financial institution in charge for the management of REN`s Pension Fund:
| PLAN ASSETS | 2024 | % | 2023 | % |
|---|---|---|---|---|
| Bonds | 18,894 | 71% | 19.376 | 71% |
| Shares | 6,865 | 26% | 6.745 | 25% |
| Readily available deposits | 876 | 3% | 1.126 | 4% |
| Absolute return | 1 | 0% | 1 | 0% |
| Total | 26,636 | 100% | 27.248 | 100% |
II Consolidated and individual accounts
| FUND'S ASSET EVOLUTION | 2024 | 2023 |
|---|---|---|
| At 1 January | 27,248 | 27,015 |
| Actuarial gain/ (loss) | 775 | 1,600 |
| Benefits paid | (2,254) | (2,317) |
| Return on plan assets i) | 868 | 950 |
| At 31 December | 26,636 | 27,248 |
(i) Unique rate applied to the obligation and assets pension plan.
The liabilities and corresponding annual costs are determined by annual actuarial calculations, using the projected unit credit method, made by an independent actuary based on assumptions that reflect the demographic conditions of the population covered by the plan and the economic and financial conditions at the moment of the actuarial calculations.
The amount of the liability recognized in the consolidated statement of financial position was determined as follows:
| 2024 | 2023 | |
|---|---|---|
| Present value of the liability | (63,269) | (65,758) |
| Fair value of plan assets | 26,636 | 27,248 |
| 36,634 | 38,511 |
Evolution of the assets of the Pension Fund in 2024 and 2023 was as follows: The reconciliation of the remeasurement of liability net of benefits is as follows:
| 2024 | 2023 | |
|---|---|---|
| At 1 January | 38,511 | 32,551 |
| Current service costs | 1,791 | 1,494 |
| Net interest on net defined benefit liability | 1,272 | 1,225 |
| Actuarial gains/ (losses) | (3,009) | (2,849) |
| Benefits paid | (1,931) | 6,090 |
| At 31 December | 36,634 | 38,511 |
The changes in the present value of the underlying liability of the pension plan were as follows:
| 2024 | 2023 | |
|---|---|---|
| At 1 January | 65,758 | 59,566 |
| Current service costs | 1,791 | 1,494 |
| Interest costs | 2,139 | 2,175 |
| Benefits paid | (4,185) | (5,165) |
| Actuarial(gains)/ losses | (2,234) | 7,689 |
| At 31 December | 63,269 | 65,758 |
The impact on the consolidated statement of profit and loss for the year was as follows:
| 2024 | 2023 | |
|---|---|---|
| Current service costs | 1,791 | 1,494 |
| Net interest on net defined benefit liability | 1,272 | 1,225 |
| Total included in personnel costs | 3,063 | 2,719 |
The actuarial gains and losses that result from the adjustments made to de actuarial assumptions, experience assumptions (difference between the actuarial assumptions and what effectively occurred) or in the defined benefits are as follows:
| 2024 | 2023 | |
|---|---|---|
| DISCOUNT RATE | FULL YIELD CURVE |
FULL YIELD CURVE |
| Liabilities amount | 63,269 | 65,758 |
| Value of the fund | 26,636 | 27,248 |
| Actuarial gains/ (losses) on liabilities | 2,234 | (7,689) |
| - for change in assumptions | 854 | (5,532) |
| - from experience | 1,380 | (2,157) |
| Actuarial gains/ (losses) on fund assets | 775 | 1,600 |
The healthcare and other benefits plan does not have a fund, the liability being covered by a specific provision.
The amounts of the liability recognized in the statements of financial position were as follows:
| 2024 | 2023 | |
|---|---|---|
| Present value of the obligation | 36,214 | 37,344 |
| Liability in the statement of financial position | 36,214 | 37,344 |
The changes in the amount of the obligation for healthcare and other benefits were as follows:
| 2024 | 2023 | |
|---|---|---|
| At 1 January | 37,344 | 32,388 |
| Current service costs | 371 | 312 |
| Interest costs | 1,214 | 1,190 |
| Benefits paid | (1,620) | (1,437) |
| Actuarial (gain)/ loss | (1,094) | 4,892 |
| At 31 December | 36,214 | 37,344 |
The effects of the plan on the consolidated statements of profit and loss were as follows:
| 2024 | 2023 | |
|---|---|---|
| Current service costs | 371 | 312 |
| Interest costs | 1,214 | 1,190 |
| (Gains)/ losses of other long term employee benefit plans | (33) | 16 |
| Total included in personnel costs | 1,551 | 1,518 |
The medical cost increase rate adopted by the Group assessed by reference to historical series statistics expenses increases was 2.3%.
The effect of an increase of one percentage point of the healthcare expenses growth rate, represents a 15% increase in liabilities, where a decrease of one percentage point results in a decrease of 12% in liabilities as shown below:
| GROWTH RATE FOR SENSITIVITY ANALYSIS |
||||
|---|---|---|---|---|
| 1.30% | 2.30% | 3.30% | ||
| Current service and interest costs | 483 | 551 | 635 | |
| Impact on current service and interest costs | (68) | - | 84 | |
| 2.51% | 3.51% | 4.51% | ||
| Past service liabilities | 14,460 | 12,840 | 11,512 | |
| Impact on past service liabilities | 1,620 | - | (1,328) |
The actuarial gains and losses that result from the adjustments made to de actuarial assumptions, experience assumptions (difference between the actuarial assumptions and what effectively occurred) or in the defined benefits are as follows:
| 2024 | 2023 | |
|---|---|---|
| DISCOUNT RATE | FULL YIELD CURVE |
FULL YIELD CURVE |
| Liabilities amount | 36,214 | 37,344 |
| Actuarial (gains)/ losses on liabilities | (1,094) | (4,892) |
| - for change in assumptions | (933) | (3,903) |
| - from experience | (162) | (989) |
The expected payments plan, given its maturity, of the obligations of the pension plan is in the following table:
| 2025 | 2026 | 2027 | 2028 | 2029 | 2030-2034 | |
|---|---|---|---|---|---|---|
| Expected benefits payments | 2,106 | 1,969 | 1,992 | 1,972 | 1,936 | 9,832 |
The weigh average duration of these liabilities is 12 years for healthcare and 14 years for other benefits.
The changes in provisions for other risks and charges in the years ended 31 December 2024 and 2023 were as follows:
| 2024 | 2023 | |
|---|---|---|
| Begining balance | 10,016 | 10,576 |
| Exchange rate differences | (69) | 693 |
| Increases | 2,848 | 3,241 |
| Reversing | (588) | (2,430) |
| Utilization | (285) | (2,064) |
| Ending balance | 11,922 | 10,016 |
At 31 December 2024, the caption "Provisions" corresponds essentially to estimates of the payments to be made by REN resulting from legal processes in progress for damage caused to third parties and a provision for restructuring in the amount of 2,460 thousand euros related to the ongoing restructuring process of the Group (1,539 thousand euros at 31 December 2023).
The caption "Trade and other payables" at 31 December 2024 and 2023 was made up as follows:
| 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|
| CURRENT | NON-CURRENT | TOTAL | CURRENT | NON-CURRENT | TOTAL | ||
| Trade payables | |||||||
| Current suppliers | 193,533 | - | 193,533 | 352,089 | - | 352,089 | |
| Other creditors | |||||||
| Other creditors | 20,564 | 31,374 | 51,938 | 21,516 | 32,724 | 54,240 | |
| Tariff deviations | 9,501 | 23,730 | 33,230 | 52,009 | 24,522 | 76,531 | |
| Fixed assets suppliers | 105,692 | - | 105,692 | 72,373 | - | 72,373 | |
| Trade receivables advances (guarantees) | 17,418 | 153 | 17,571 | 12,736 | - | 12,736 | |
| Tax payables i) | 62,240 | - | 62,240 | 18,853 | - | 18,853 | |
| Deferred income | |||||||
| Grants related to assets | 27,655 | 370,739 | 398,394 | 21,515 | 284,487 | 306,002 | |
| Bilateral agreements | - | 151,155 | 151,155 | - | 136,585 | 136,585 | |
| Others | 22,061 | 1,499 | 23,560 | 15,291 | 1,760 | 17,051 | |
| Accrued costs | |||||||
| Holidays and holidays subsidies | 6,780 | - | 6,780 | 6,577 | - | 6,577 | |
| Trade and other payables | 465,445 | 578,650 | 1,044,095 | 572,961 | 480,077 | 1,053,038 |
i) Tax payables refer to VAT, personnel income taxes and other taxes.
I
II The caption "Trade and other payables" includes: (i) the amount of 34,198 thousand euros of investment projects not yet invoiced (25,209 thousand euros at 31 December 2023); (ii) the amount of 26,645 thousand euros (65,928 thousand euros at 31 December 2023) from the activity of the Market Manager (MIBEL – Mercado Ibérico de Electricidade); (iii) the amount of 7,787 thousand euros of "CMEC – Custo para a Manutenção do Equilíbrio Contratual" to be invoiced by EDP – Gestão da Produção de Energia, S.A. (7,626 thousand euros at 31 December 2023), also reflected in the caption "Trade receivables" (Note 14); (iv) the amount of 33,144 thousands euros of E-Redes Distribuiçao de Eletricidade, S.A. (145,425 thousands euros at 31 December 2023); (v) the amount of 17,262 thousands euros of Empresa de Eletricidade da Madeira, S.A. (17,302 thousands euros at 31 December 2023); (vi) the amount of 14,976 thousands euros of Eletricidade dos Açores, S.A. (17,007 thousands euros at 31 December 2023) and (vii) the amount of 12,169 thousands euros of SU Eletricidade S.A. (11,934 thousands euros at 31 December 2023).
This transaction related to "CMEC" sets a pass-through in the consolidated income statement of REN, fact for which it is compensated in that statement.
The caption "Other creditors" includes the amount of 9,906 thousand euros (5,718 thousand euros at 31 December 2023) related with the Efficiency Promotion Plan on Energy Consumption ("PPEC"), which aims to financially support initiatives that promote efficiency and reduce electricity consumption, which should be used to finance energy efficiency projects, according to the evaluation metrics defined by ERSE.
The ageing of trade suppliers, other creditors and fixed assets suppliers is as follows:
| AGEING OF DEBTS | 2024 | 2023 |
|---|---|---|
| Not due and due up to 30 days | 336,086 | 306,294 |
| 31-60 days | 891 | 26,279 |
| 61-90 days | 116 | 891 |
| 91-120 days | 79 | 11,889 |
| More than 120 days | 13,991 | 146,085 |
| 351,163 | 491,438 |
The movement in the caption "Grants related to assets" current and non-current, in the years ended 31 December 2024 and 2023 was as follows:
| At 1 January 2023 | 272,194 |
|---|---|
| Increases | 52,977 |
| Recognition of investment subsidies in profit and loss (Note 26) | (19,168) |
| At 31 December 2023 | 306,002 |
| Increases | 48,182 |
| Adjustments/ transfers i) | 63,186 |
| Recognition of investment subsidies in profit and loss (Note 26) | (18,975) |
| At 31 December 2024 | 398,394 |
i) The value of the "Adjustments/ transfers" heading essentially refers to transfers between the "Bilateral agreements" and "Investment subsidies", considering the transfer to operation of assets related to operation, under Decree-Law No 15/2022 of January 14.
Sales and services rendered recognized in the consolidated statement of profit and loss for the years ended 31 December 2024 and 2023 is made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Goods: | ||
| Domestic market | 613 | 179 |
| 613 | 179 | |
| Services - Domestic market: | ||
| Electricity transmission and overall systems management | 406,325 | 407,293 |
| Gas transmission | 82,677 | 71,600 |
| Gas distribution | 61,973 | 58,881 |
| Underground gas storage | 27,028 | 28,615 |
| Regasification | 24,928 | 56,748 |
| Telecommunications network | 8,035 | 7,714 |
| Commercial Agent's Margin - REN Trading | 586 | 922 |
| Others | 792 | 360 |
| Services - External market (Chile): | ||
| Transmission and transformation of electricity | 15,508 | 19,449 |
| 627,851 | 651,581 | |
| Total sales and services rendered | 628,464 | 651,760 |
As part of the concession contracts treated under IFRIC 12, the construction activity is subcontracted to specialized suppliers. Therefore the Group obtains no margin in the construction of these assets. The detail of the revenue and expenses with the acquisition of concession assets as of 31 December 2024 and 2023 were made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Revenue from construction of concession assets | ||
| Acquisitions | 323,014 | 267,810 |
| Own work capitalised : | ||
| Financial expenses (Note 8) | 7,381 | 5,575 |
| Overhead and management costs (Note 8) | 24,007 | 22,738 |
| 354,403 | 296,123 | |
| Cost of construction of concession assets | ||
| Acquisitions | 323,014 | 267,810 |
| 323,014 | 267,810 |
The caption "Other operating income" loss for the years ended 31 December 2024 and 2023 is made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Recognition of investment subsidies in profit and loss (Note 23) |
18,975 | 19,168 |
| Underground occupancy tax | 4,794 | 4,832 |
| Disposal of unused materials | 1,060 | 1,452 |
| Supplementary income i) | 8,215 | 1,539 |
| Others | 3,982 | 3,454 |
| 37,025 | 30,446 |
i) The item "Supplementary income" includes the amount of 6,674 thousand euros related to the recognition of deferred income associated with bilateral agreements, in accordance with Decree-Law No 15/2022 of 14 of January.
The caption "External supplies and services" for the years ended 31 December 2024 and 2023 is made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Fees relating to external entities i) | 24,418 | 24,159 |
| Cross border interconnection costs ii) | 24,206 | 45,508 |
| Costs of end PPA- Pass through iii) | 18,461 | - |
| Maintenance costs | 16,252 | 17,056 |
| Electric energy costs | 7,488 | 6,634 |
| Gas transport subcontracts | 6,858 | 6,460 |
| Insurance costs | 4,920 | 5,005 |
| Security and surveillance | 2,586 | 2,317 |
| Travel and transportation costs | 1,801 | 1,546 |
| Advertising and communication costs | 1,150 | 1,197 |
| Other | 5,398 | 5,571 |
| External supplies and services | 113,537 | 115,453 |
i) The fees paid to external entities refer to specialized work and fees paid by REN for contracted services and specialized studies.
This caption includes audit services as well as consulting services rendered by audit companies recorded as expenses in 2024, as follows:
| 2024 | 2023 | |
|---|---|---|
| Audit and statutory audit | 383 | 417 |
| Other assurance services | 139 | 96 |
| Services other than audit and statutory audit | 13 | 119 |
| 535 | 632 |
Personnel costs for the years ended 31 December 2024 and 2023 are made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Remuneration: | ||
| Board of directors | 3,329 | 3,840 |
| Personnel | 47,072 | 43,977 |
| 50,401 | 47,817 | |
| Social charges and other expenses: | ||
| Social security costs | 9,589 | 9,085 |
| Post-employement and other benefits cost (Note 21) | 4,614 | 4,237 |
| Social support costs | 2,626 | 2,519 |
| Other | 387 | 323 |
| 17,217 | 16,163 | |
| Total personnel costs | 67,618 | 63,980 |
The Corporate bodies remuneration includes remunerations paid to the Board of Directors as well as the General Shareholders meeting attendance.
The average number of employees of the Group in 2024 was 766 (735 in 2023).
Other operating costs for the years ended 31 December 2024 and 2023 are made up as follows:
| 2024 | 2023 | |
|---|---|---|
| ERSE operating costs i) | 13,789 | 13,001 |
| Underground occupancy tax | 4,656 | 4,817 |
| Donations and quotizations | 2,086 | 2,135 |
| Others | 2,282 | 1,767 |
| 22,813 | 21,719 |
i) The caption "ERSE operating costs" corresponds to ERSE's operating costs, to be recovered through electricity and gas tariffs.
Financial costs and financial income for the years ended 31 December 2024 and 2023 are made up as follows:
| 2024 | 2023 | |
|---|---|---|
| Financial costs | ||
| Interest on bonds issued | 29,319 | 27,637 |
| Other borrowing interests | 29,363 | 21,346 |
| Interest on commercial paper issued | 22,654 | 16,972 |
| Derivative financial instruments | 2,993 | 3,131 |
| Exchange rate differences | 1,332 | 1,724 |
| Other financing expenditure | 8,141 | 12,340 |
| 93,801 | 83,151 | |
| Financial income | ||
| Other financial investments | 10,659 | 6,599 |
| Interest income | 6,673 | 20,338 |
| Derivative financial instruments | 6,674 | 2,658 |
| Exchange rate differences | 20 | 61 |
| 24,027 | 29,656 |
Earnings per share were calculated as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| Consolidated net profit used to calculate earnings per share |
(1) | 152,512 | 149,236 |
| Number of ordinary shares outstanding during the period (Note 18) |
(2) | 667,191,262 | 667,191,262 |
| Effect of treasury shares (Note 18) | 3,881,374 | 3,881,374 | |
| Number of shares in the period | (3) | 663,309,888 | 663,309,888 |
| Basic earnings per share (euro per share) | (1)/(3) | 0,23 | 0,22 |
The basic earnings per share are the same as the diluted earnings as there are no situations that could origin dilution effects.
On 27 April 2023, the General Meeting approved the distribution of dividends to shareholders, based on the result for the 2022 financial year, in the amount of 102,747 thousand euros (0.154 euros per share), including the dividend attributable to own shares in the amount of 597 thousand euros, with the amount of 102,150 thousand euros having been paid to shareholders (the amount of 42,452 thousand euros paid in 2022, as an advance on profits, and the amount of 59,698 thousand euros in 2023).
On 9 May 2024, the General Meeting approved the distribution of dividends to shareholders, based on the results for the year 2023, in the amount of 102,747 thousand euros (0.154 euros per share), including the dividend attributable to own shares in the amount of 597 thousand euros, with the total amount of 102,150 thousand euros being paid to shareholders (42,452 thousand euros paid in the year 2023, as an advance on profits and 59,698 thousand euros in the year 2024).
The Board of Directors of REN – Redes Energéticas Nacionais, SGPS, S.A. approved, on 29 November 2024, the payment of dividends, as an advance on profits, in the amount of 0.064 euros per share, in the amount of 42,452 thousand euros.
The commitments assumed by REN Group relating to investments contracted but not yet realized, not reflected in the statement of financial position as of 31 December 2024 and 2023, were as follows:
| 2024 | 2023 | |
|---|---|---|
| Power lines | 280,938 | 109,243 |
| Substations | 151,896 | 106,074 |
| Gas pipelines | 8,229 | 7,413 |
| Sines Terminal | 3,649 | 2,261 |
| Underground gas storage | 662 | 1,031 |
| 445,374 | 226,022 |
Regarding joint ventures and associates, there are no other commitments assumed by the Group and which are not included in the consolidated statement of financial position, for the years ended 31 December 2024 and 2023.
Tejo Energia - Produção e Distribuição de Energia Eléctrica, SA ("Tejo Energia") and Turbogás – Produtora Energética S.A. ("Turbogás") have announced to REN - Rede Eléctrica Nacional, SA ("REN Eléctrica") and REN Trading SA ("REN Trading") its intention to renegotiate the Purchase Power Agreement (PPA), in order to reflect in the amounts payable to this producer the costs, which in its opinion would be due, incurred with (i) financing of the social tariff and (ii) with the tax on petroleum products and energy and with the rate of carbon; and (iii) in the case of Turbogás also the costs incurred with the financing of the ECES.
According to the PPA, Tejo Energia and Turbogás act as producers and sellers and REN Trading as purchaser of the energy produced in power plants. REN Eléctrica was jointly and severally liable with REN Trading, regarding the execution of the PPA with Tejo Energia and Turbogás. According to the information received, the total estimated costs incurred by these companies until 31 December 2024 amounts to, approximately, 153,400 million euros. REN Trading was extinguished by incorporation into REN Eléctrica, as a results of their merger (Note 1). REN Eléctrica considers that, with the existing legal framework, this possibility depends on the recognition that the associated charges can be considered as general costs of the national electricity system, the only way to guarantee the economic neutrality of REN's contractual position.
The processes were filed by Tejo Energia and Turbogás and are being contested by REN Eléctrica, pending their outcome.
At 31 December 2024 and 2023, the REN Group had given the following bank guarantees:
| BENEFICIARY | SCOPE | 2024 | 2023 |
|---|---|---|---|
| European Investment Bank | To guarantee loans | 147,929 | 183,427 |
| General Directorate of Energy and Geology | To guarantee compliance with the contract relating to the public service concession | 24,028 | 24,028 |
| Tax Authority and Customs | Ensure the suspension of tax enforcement proceedings | 16,890 | 22,219 |
| Judge of District Court | Guarantee for expropriation processes | 7,278 | 7,278 |
| Mibgás | To guarantee the liabilities incurred from the participation in the gas organized market | 4,000 | 4,000 |
| Portuguese State | Guarantee for litigation | 2,514 | 2,514 |
| Municipal Council of Maia | Guarantee for litigation | 1,564 | 1,564 |
| Municipal Council of Seixal | Guarantee for litigation | 1,316 | 3,133 |
| Municipal Council of Odivelas | Guarantee for litigation | 1,119 | 1,119 |
| Infraestruturas de Portugal | Guarantee for litigation | 895 | 794 |
| Municipal Council of Porto | Guarantee for litigation | 368 | 368 |
| Municipal Council of Silves | Guarantee for expropriation processes | 352 | 352 |
| NORSCUT - Concessionária de Auto-estradas | To guarantee prompt payment of liabilities assumed by REN in the contract ceding utilization | 200 | 200 |
| EDP - Gestão da Produção de Energia, S.A. | Guarantee obligations assumed by the Payer in the contract for the Provision of Communications Services |
123 | 123 |
| Lisbon Maritime Customs | Constitution of debts for customs duties and other charges | 115 | 115 |
| Others (loss then 100 thousand Euros) | Guarantee for litigation | 270 | 270 |
| 208,963 | 251,505 |
III
III
The given guarantees have the following maturities:
| 31 DECEMBER 2024 |
||||
|---|---|---|---|---|
| LESS 1 YEAR |
1 - 5 YEARS |
OVER 5 YEARS |
TOTAL | |
| Guarantees on borrowings | 37,653 | 87,665 | 22,611 | 147,929 |
| Other guarantees | - | - | 61,034 | 61,034 |
| 37,653 | 87,665 | 83,645 | 208,963 |
| 31 | DECEMBER 2023 |
|||
|---|---|---|---|---|
| LESS 1 YEAR |
1 - 5 YEARS |
OVER 5 YEARS |
TOTAL | |
| Guarantees on borrowings | 37,368 | 104,705 | 41,354 | 242,548 |
| Other guarantees | - | - | 68,079 | 65,583 |
| 37,368 | 104,705 | 109,433 | 251,505 |
REN has collateral guarantees regarding accounts receivable, namely bank guarantees, which amount to, approximately, 685,434 thousand euros as of 31 December 2024 (596,106 thousand euros as of 31 December 2023).
At 31 December 2024 and 2023, the shareholder structure of Group REN was as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| NUMBER OF SHARES |
% | NUMBER OF SHARES |
% | |
| State Grid Corporation of China | 166,797,815 | 25.0% | 166,797,815 | 25.0% |
| Pontegadea Inversiones, S.L. | 80,100,000 | 12.0% | 80,100,000 | 12.0% |
| Lazard Asset Management, LLC | 51,346,447 | 7.7% | 51,105,111 | 7.7% |
| Fidelidade - Companhia de Seguros, S.A. | 35,496,424 | 5.3% | 35,496,424 | 5.3% |
| Redeia Corporación, S.A. | 33,359,563 | 5.0% | 33,359,563 | 5.0% |
| Own shares | 3,881,374 | 0.6% | 3,881,374 | 0.6% |
| Others | 296,209,639 | 44.4% | 296,450,975 | 44.4% |
| 667,191,262 | 100% | 667,191,262 | 100% |
The number of shares of REN SGPS held by corporate bodies at 31 December 2024 and 2023 is detailed in the Director's Report.
The Board of Directors of REN SGPS was considered, in accordance with IAS 24, to be the only key members in the Management of the Group.
REN has not established any specific retirement benefit system for the Board of Directors.
III
Remuneration of the Board of Directors of REN SGPS in the year ended 31 December 2024 amounted to 3,051 thousand euros (3,461 thousand euros in 31 December 2023), as shown in the following table:
| 2024 | 2023 | |
|---|---|---|
| Remuneration and other short term benefits | 1,825 | 1,737 |
| Management bonuses (estimate) | 1,226 | 1,724 |
| 3,051 | 3,461 |
During the year ended 31 December 2024, Fidelidade – Companhia de Seguros, S.A., a company of which Mr. Jorge Manuel Baptista Magalhães Correia is Chairman of the Board of Directores, sold 1,000 thousand euros of REN Finance, B.V. bonds.
On November 28, 2024, Fidelidade - Companhia de Seguros, S.A., a company of which Mr. Jorge Manuel Baptista Magalhães Correia is Chairman of the Board of Directors, acquired 10,500 thousand euros of bonds of REN Redes Energéticas Nacionais, SGPS, S.A.
During the year ended 31 December 2024, the members of the Board of Directors and Members of the Commission, João Faria Conceição and Gonçalo Morais Soares, according to the company policy, made an acquisition of a tangible fixed asset (transport equipment – vehicle) from the Group. The acquisitions made correspond to one transport equipment, each being allocated the amount of 5 thousand euros. This transaction was approved by the Audit Committee.
In its activity, REN maintains transactions with Group entities or with dominated parties. The terms in which these transactions are held are substantially identical to those practiced between independent parties in similar operations.
In the consolidation process, the amounts related to such transactions or open balances are eliminated (Note 3.2) in the financial statements.
The main transactions held between Group companies were: (i) borrowings and shareholders loans; and (ii) shared services namely, legal services, administrative services and informatics.
During the years ended 31 December 2024 and 2023, Group REN carried out the following transactions with reference shareholders, qualified shareholders and related parties:
| 2024 | 2023 | |
|---|---|---|
| Sales and services provided | ||
| Invoicing issued - Redeia Corporación, S.A. (Group) | 949 | 8,102 |
| Invoicing issued - State Grid (Group) | 513 | 508 |
| Invoicing issued - MIBGÁS, S.A. | 3,377 | 1,795 |
| Other operating income | ||
| Invoicing issued - OMIP, S.A. | - | 24 |
| Invoicing issued - OMEL-Operador Mercado Ibérico Energia Polo Español, S.A. |
19 | 13 |
| Dividends received | ||
| Electrogas (Note 10) | 11,289 | 15,729 |
| Centro de Investigação em Energia REN - State Grid (Note 10) |
2 | 5 |
| MIBGÁS S.A. (Note 13) | 64 | - |
| OMEL - Operador Mercado Ibérico Energia Polo Español, S.A. (Note 13) |
68 | 70 |
| Hidroeléctrica de Cahora Bassa, S.A. (Note 13) | 7,891 | 4,534 |
| Redeia Corporación, S.A. (Note 13) | 5,021 | 5,415 |
| 29,194 | 36,194 |
| 2024 | 2023 | |
|---|---|---|
| External supplies and services and others expenses | ||
| Invoicing received - OMIP, S.A. | 172 | 169 |
| Invoicing received - State Grid (Group) | 328 | 482 |
| Invoicing received - Redeia Corporación, S.A. (Group) | 1,130 | 413 |
| Invoicing received - MIBGAS S.A. | 4,180 | 1,305 |
| Invoicing received - CMS Rui Pena & Arnaut5 | 151 | 82 |
| 5,961 | 2,451 |
The balances at 31 December 2024 and 2023 resulting from transactions with related parties were as follows:
| 2024 | 2023 | |
|---|---|---|
| Trade and other receivables | ||
| Redeia Corporación, S.A. (Group) - Dividends | 1,083 | 1,477 |
| State Grid Group | 53 | 45 |
| Redeia Corporación, S.A. (Group) - Trade receivables | 91 | 815 |
| MIBGÁS S.A. | 3 | 1 |
| OMEL-Operador Mercado Ibérico Energia Polo Español.S.A. | 4 | - |
| 1,234 | 2,338 | |
| Trade and other payables | ||
| Redeia Corporación, S.A. (Group) - Trade payables | 200 | - |
| State Grid Group | 266 | 250 |
| OMIP, S.A. | 57 | 24 |
| CMS - Rui Pena & Arnaut5 | 18 | 28 |
| SPECO - Shandong Power Equipment CO6 | 455 | 251 |
| 997 | 552 |
Law No 83-C/2013 of 31 December introduced a specific contribution of entities operating in the energy sector, called Extraordinary Contribution over the Energy Sector ("ECES"), that was extended by Law 82-B/2014 , of 31 December, Law 7-A/2016, of 30 March, Law 114/2017, of 29 December, Law 71/2018, 31 December, Law 2/2020, of 31 March, Law 75-B/2020, of 31 December, Law 99/2021, of 31 December and Law 24-D/2022, of 30 December.
The regime introduced is aimed at financing mechanisms that promote systemic sustainability of the sector through the setting up of a fund with the main objective of reducing the tariff deficit. The entities subject to this regime are, among others, entities that are dealers of transport activities or distribution of electricity and natural gas.
The calculation of the ECES is levied on the value of the assets with reference to the first day of the financial year 2024 (1 January 2024) that include cumulatively, the tangible fixed assets, intangible assets, with the exception of industrial property elements, and financial assets related with regulated activities. In the case of regulated activities, the ECES is levied on the value of regulated assets (i.e. the amount recognized by ERSE in the calculation of the allowed income with reference to 1 January 2024) if it is greater than the value of those assets, over which the rate of 0.85% is applied.
The ECES line of the income statement for the year ended 31 December 2024 amounted to 22,688 thousand euros (28,356 thousand euros at 31 December 2023). This amount includes the amounts of i) 1,586 thousand euros and ii) 4,029 thousand euros, to be received by REN Armazenagem (related to the year 2019) and REN Portgás (related to the year 2021), respectively, as a result of the favorable decisions of the Constitutional Court, with no possibility of appeal, and also the amount of iii) 208 thousand euros of regularizations from previous years.
5 Entity related to the Administrator José Luís Arnaut. During 2024, the contract for the provision of legal advisory services in the area of law and public procurement, approved by the Board of Directors of the company REN Serviços, SA and awarded to the law firm CMS Rui Pena and Arnaut, an entity related to the Director José Luís Arnaut, remained in force. The contract was signed in 2023, for a period of three years.
6 Subsidiary entity of the Shareholder State Grid Europe Limited. The operations with this entity are related to acquisitions of concession assets in progress. Also, this entity presents guarantees amounting to 223 thousand euros.
The Portuguese State, through Decree-Law No 84-D/2022, of 9 December 2022, established a transitional regime to stabilize the price of natural gas for consumption carried out in 2023, through the discount on the price of natural gas , equivalent to the difference between the price of the energy component, shown on the invoice, and its reference value, as provided for in article 3 of this Decree-Law.
The beneficiaries of the transitional price stabilization regime are legally constituted legal persons, consumers of high, medium and low pressure gas at delivery points with annual consumption greater than 10,000 m3, with the exception of the entities referred to in number 2 of article 2.th.
The discount is applied directly by the suppliers in the month following the billing of the respective consumption, once the invoice has been paid by the customer, and the discount must be expressly identified on the invoice in which it is reflected.
Suppliers inform, on the first working day of each week, the Global Technical Manager of the National Gas System ("GTG") regarding the quantities and discount values to be applied to the billing issued in the previous week, including the total consumption of their portfolio from clients. Based on the information transmitted, the GTG transfers, within ten days to the suppliers, the amounts referring to the support to be granted for each identified billing cycle.
As mentioned in the aforementioned Decree-Law, more precisely in Article 7, it is the responsibility of REN Gasodutos, as Global Technical Manager of the National Gas System, to interact with suppliers in order to operationalize the application of this Decree-Law. It is REN Gasodutos responsibility to transfer the funds provided by the Portuguese State for the purposes of this Decree-Law, and such amounts cannot be used for other purposes. The amount transferred by the Government is deposited in a dedicated bank account, with accounting separation in relation to other activities carried out by the Company.
On 29 December 2022, the Company received the amount of 1,000,000 thousand euros, recorded under the caption Transitory gas price stabilization regime - Decree-Law No 84-D/2022, both in assets and in liabilities, taking into account the need for accounting separation in relation to the other activities carried out by the Company, as mentioned above and mentioned in paragraph 3 of article 7 of the aforementioned Decree-Law.
Payments of the amounts corresponding to natural gas consumption billed in 2023 began in February of the same year and were settled by the end of 2024, in accordance with article 10 of Decree-Law No 84-D/2022. If the amount transferred under this Decree-Law is not exhausted, REN transfers the respective remainder in favor of the Portuguese State, as referred to in paragraph 5 of article 7 of the referred Decree-Law.
Until 31 December 2024, the Company has made payments in accordance with the aforementioned Decree-Law, as well as the reimbursement of the amount of 900,000 thousands euros to the Portuguese State, in accordance with Order No 10727/2023 and Order No 8420/2024, and the respective interests, and on 31 December 2024 the amount recorded in "Transitional gas price stabilization regime - Decree-Law No 84-D/2022", both in assets and in liabilities, is 3,481 thousand euros.
There were no events that gave rise to additional adjustments or disclosures in the Group's consolidated financial statements for the year ended December 31, 2024.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards as endorsed by the European Union at 1 January 2024. In the event of discrepancies, the Portuguese language version prevails.
Statement provided for in article 29-g, no. 1, paragraph c) of the Portuguese Securities Code.
Under the terms and for the purposes of the provisions of Article 29-G, paragraph 1, c) of the Portuguese Securities Code, each of the members of the Board of Directors of REN - Redes Energéticas Nacionais, SGPS, S.A., identified below by name, subscribed the following statement which is transcribed below*:
"I hereby declare, pursuant to and for the purposes specified in Article 29-G, No 1, paragraph c) of the Portuguese Securities Code, to the best of my knowledge, and serving as and in the scope of the functions assigned to me, based on the information made available to me, that the consolidated financial statements have been prepared in accordance with the applicable accounting standards, thus providing a true and fair view of the assets and liabilities, financial position and results of REN - Redes Energéticas Nacionais, SGPS, S.A. ("Company") and of the companies included in its scope of consolidation, and that the management report relating to the tax year of 2024 faithfully describes the evolution of the business, the performance and position of the Company and those companies, within such period, and the impact on the respective financial statements, also containing a description of the main future risks and uncertainties.
Lisbon, 20 March 2025"
Rodrigo Costa (Chairman of the Board of Directors and Chief Executive Officer)
João Faria Conceição (Member of the Board of Directors and Chief Operational Officer)
Gonçalo Morais Soares (Member of the Board of Directors and Chief Financial Officer)
Guangchao Zhu (Vice-President of the Board of Directors designated by State Grid International Development Limited)
Mingyi Tang (Member of the Board of Directors) Yang Qu (Member of the Board of Directors)
Gonçalo Gil Mata (Member of the Board of Directors)
Manuel Sebastião (Member of the Board of Directors)
Ana Pinho (Member of the Board of Directors)
Jorge Magalhães Correia (Member of the Board of Directors)
Maria Estela Barbot (Member of the Board of Directors)
José Luis Arnaut (Member of the Board of Directors)
Rosa Freitas Soares (Member of the Board of Directors and Chairman of the Audit Committee)
Ana da Cunha Barros (Member of the Board of Directors and of the Audit Committee)
Dulce Mota (Member of the Board of Directors and of the Audit Committee)
* The originals of the individual statements referred to are available for consultation at the Company's headquarters.
Pedro Mateus
THE BOARD OF DIRECTORS
Rodrigo Costa (Chairman of the Board of Directors and Chief Executive Officer
João Faria Conceição (Member of the Board of Directors and Chief Operational Officer)
Gonçalo Morais Soares (Member of the Board of Directors and Chief Financial Officer)
Guangchao Zhu (Vice-President of the Board of Directors designated by State Grid International Development Limited)
Mingyi Tang (Member of the Board of Directors)
Yang Qu (Member of the Board of Directors)
Gonçalo Gil Mata (Member of the Board of Directors) Manuel Sebastião (Member of the Board of Directors)
Ana Pinho (Member of the Board of Directors)
Jorge Magalhães Correia (Member of the Board of Directors)
Maria Estela Barbot (Member of the Board of Directors)
José Luis Arnaut (Member of the Board of Directors)
Rosa Freitas Soares (Member of the Board of Directors and Chairman of the Audit Committee)
Ana da Cunha Barros (Member of the Board of Directors and of the Audit Committee)
Dulce Mota (Member of the Board of Directors and of the Audit Committee)
Note: The remaining pages of this Report & Accounts were initialled by the members of the Executive Committee and by the Certified Accountant, Pedro Mateus.
Within the scope of its duties, the Audit Committee has monitored the development of the activity of REN – REDES ENERGÉTICAS NACIONAIS, SGPS, S.A (the "Company"). and its subsidiaries, supervised compliance with the law, regulations and the Articles of Association, supervised compliance with accountancy policies and practices, and supervised the process of preparation and disclosure of financial information, the legal review of accounts and the effectiveness of the internal control and risk management systems. It further supervised the activity of the Statutory Auditor and the External Auditor, including their independence and impartiality.
Within the limits of the powers of the Audit Committee and pursuant to the provisions of subparagraph c), of the nr. 1, of article 29-G of the Securities Market Code, of the article 423-F, no. 1, g) of the article 420, no. 6, both of the Commercial Companies Code, it is hereby declared that as far as this Committee is aware, the Integrated Management Report and the Individual and Consolidated Financial Statements of the Company for the financial year ended 31 December 2024 were prepared in accordance with the applicable accounting standards, reflecting a true and fair view of the assets and liabilities, the financial position and results of REN - Redes Energéticas Nacionais, SGPS, S.A. and the companies included in the consolidation perimeter. Additionally, the Integrated Management Report faithfully states the evolution of the business, performance and position of the Company and the group, complies with applicable legal, accounting and statutory requirements and, whenever justified, contains a description of the main risks and uncertainties they face. It is also mentioned that the non-financial information is relevant and allows the understanding of the performance, position and impact of the group's activities, concerning environmental, social and employee issues, gender equality, non-discrimination, respect for human rights and the fight against corruption. Additionally, the Audit Committee ensures that the Corporate Governance Report, which is disclosed simultaneously with the Integrated Management Report, includes the elements referred in article 29-H of the Securities Market Code.
The Audit Committee also examined the consolidated financial information comprised within the Integrated Management Report and the financial statement of REN – REDES ENERGÉTICAS NACIONAIS, SGPS, S.A. and its subsidiaries attached thereto in relation to the financial year ended on December 31, 2024 which consist of the Consolidated Statement of the Financial Position, evidencing a total of 5,356,370 thousand Euros and 1,551,891 thousand Euros of Equity Capital, including a Consolidated Net Profit of 152,512 thousand Euros, the Consolidated Statement of Profit and Loss, Comprehensive Income, Changes in Equity Capital and Cash Flows in relation to the financial year closed on the abovementioned date and the respective Annex.
The Audit Committee reviewed the Legal Certification of Accounts and the Audit Report on the consolidated financial information, prepared by the Statutory Auditor and the External Auditor.
Within the context of the analysis undertaken, the Audit Committee further supervised the compliance and adequacy of the accounting policies, procedures, practices and adopted valuation criteria, as well as the regulatory and quality of the Company´s accounting information.
In light of the above, it is the opinion of the Audit Committee that the Consolidated Financial Statements and Consolidated Integrated Management Report, as well as the proposal expressed therein, abide by applicable accounting, legal and statutory provisions, therefore it recommends its approval by the General Meeting of Shareholders.
Lisbon, 20 March 2025
Rosa Freitas Soares (Chairman)
Ana da Cunha Barros (Member)
(Member)

392

Ernst & Young Audit & Associados - SROC, S.A. Avenida da Índia, 10 - Piso 1 1349-066 Lisboa Portugal Tel: +351 217 912 000 Fax: +351 217 957 586 www.ey.com
(Translation from the original document in the Portuguese language. In case of doubt, the Portuguese version prevails)
We have audited the accompanying consolidated financial statements of REN – Redes Energéticas Nacionais, S.G.P.S., S.A. (the "Group"), which comprise the Consolidated Statement of Financial Position as at 31 December 2024 (showing a total of 5,356,370 thousand euros and a total equity of 1,551,891 thousand euros, including a net profit for the year of 152,512 thousand euros), and the Consolidated Statement of Profit and Loss by Nature, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements give a true and fair view, in all material respects, of the consolidated financial position of the REN – Redes Energéticas Nacionais, S.G.P.S., S.A. as at 31 December 2024, and of its consolidated financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS), as endorsed by the European Union.
We conducted our audit in accordance with International Standards on Auditing ("ISAs") and other technical and ethical standards and guidelines as issued by the Institute of Statutory Auditors. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the consolidated financial statements" section below. We are independent of the entities comprising the Group in accordance with the law and we have fulfilled other ethical requirements in accordance with the Institute of Statutory Auditors´ code of ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Statutory and Auditor's Report (Translation from the original document in Portuguese language In case of doubt, the Portuguese version prevails) 31 December 2024
| Description of the most significant assessed | Summary of our response to the most significant assessed risks of |
|---|---|
| risks of material misstatement | material misstatement |
As at 31 December 2024, the Intangible assets caption amounts to 4,220,632 thousand euros (4,120,617 thousand euros in 2023), which represents all assets constructed and acquired Our approach included the following procedures:
State. As disclosed in Note 3.4 of the notes to the consolidated financial statements, these assets were recorded in accordance to the intangible model of IFRIC 12 – Service Concession Arrangements.
under the public service concession agreements that the Group entered with the Portuguese
Since the annual Revenue of the Group is directly correlated to the average annual balances of the intangible assets and their total carrying amount, as at 31 December 2024, represents 79% of the Group's total assets (71% in 2023), the initial recognition and subsequent measurement of those intangible assets have been considered as a key audit matter.
We also assessed the appropriateness of the applicable disclosures included in Notes 2, 3.4 and 8 of the notes to the consolidated financial statements.
2/6
2. Tariff deviations
Description of the most significant assessed risks of material misstatement
As disclosed in Note 3.16 of the notes to the consolidated financial statements as a result of the Tariff Regulations of the electricity and gas sectors, the Group determines, on each reporting date and in accordance with the criteria set by the tariff regulations published by ERSE, the tariff deviations between the regulatory revenue allowed and the actual revenue invoiced by the Group.
As at 31 December 2024, the tariff deviations assets and liabilities amount to 167,575 thousand euros and 33,230 thousand euros (2023: 403,996 thousand euros and 76,531 thousand euros), respectively. Due to the complexity of the computation, the use of multiple sources of data and the relevance of the balances in the consolidated financial statements, the tariff deviations have been considered as a key audit matter.
Summary of our response to the most significant assessed risks of material misstatement
► We obtained an understanding and assessed the internal control procedures inherent to the information capture and to the tariff deviations calculation. Furthermore, we assessed the Group's regulatory framework in view of the Tariff Regulations of the electricity and gas sectors; ► We obtained the computation of the tariff deviations and reconciled them to the accounting records; ► We analyzed the accuracy of the data used from the several sources of information, testing the reasonableness of the various components of the calculation, namely the average annual balances of the concession assets and the applicable
► We carried out substantive audit procedures, namely for a representative sample of the invoices issued during 2024;
Our approach has included the following procedures:
remuneration rate;
by the Group;
Group;
► We performed the recalculation of the tariff deviations and compared the results obtained with the amounts reported ► We have read the correspondence exchanged with ERSE in order to understand the matters being discussed with the ► We reviewed the definition of tariff deviations assets and liabilities and their appropriate classification as Current or
► We evaluated the consistency of the criteria used in relation to previous years.
Our approach also included analysis of the applicable disclosures included in Note 3.16, 14 and 23 of the notes to the consolidated financial statements.
REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Statutory and Auditor's Report (Translation from the original document in Portuguese language In case of doubt, the Portuguese version prevails) 31 December 2024
Management is responsible for:
The supervisory body is responsible for overseeing the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

(Signed)
Ricardo Miguel Barrocas André - ROC nr. 1461 Registered with the Portuguese Securities Market Commission under license nr. 20161071

REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Statutory and Auditor's Report (Translation from the original document in Portuguese language In case of doubt, the Portuguese version prevails) 31 December 2024
The accompanying consolidated financial statements of REN – Redes Energéticas Nacionais, S.G.P.S., S.A. for the year ended 31 December 2024 must comply with the applicable requirements set out in the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (ESEF Regulation).
Management is responsible for preparing and disclosing the annual report in accordance with the ESEF Regulation.
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements, included in the annual report, are presented in accordance with the requirements set out in the ESEF Regulation.
Our procedures considered the OROC Technical Application Guide on report in ESEF and included, among others:
In our opinion, the accompanying consolidated financial statements included in the annual report are presented, in all material respects, in accordance with the requirements set out in the ESEF Regulation.
Lisbon, 20 March 2025
Ernst & Young Audit & Associados – SROC, S.A. Sociedade de Revisores Oficiais de Contas Represented by:
REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Statutory and Auditor's Report (Translation from the original document in Portuguese language In case of doubt, the Portuguese version prevails) 31 December 2024
Our responsibility includes the verification of the consistency of the Management Report with the consolidated financial statements, and the verifications under nr. 4 and nr. 5 of article 451 of the Commercial Companies Code regarding corporate governance matters, as well as the verification that the non-financial information and remunerations report have been presented.
Pursuant to article 451, nr. 3, paragraph e) of the Commercial Companies Code, it is our opinion that the Management Report was prepared in accordance with the applicable legal and regulatory requirements and the information contained therein is consistent with the audited consolidated financial statements and, having regard to our knowledge and assessment over the Group, we have not identified any material misstatement.
Pursuant to article 451, nr. 4 of the Commercial Companies Code, in our opinion the Corporate Governance Report includes the information required to the Group to provide as per article 29.º-H of the Securities Code, and we have not identified material misstatements on the information provided therein in compliance with paragraphs c), d), f), h), i) and m) of nr. 1 of the said article.
Pursuant to article 451, nr. 6 of the Commercial Companies Code, we hereby inform that the Group has prepared a report separate from the Management Report, which includes the consolidated non-financial information, in compliance with Article 508-G of the Commercial Companies Code, and has been disclosed together with the Management Report.
Pursuant to article 26.º-G, nr. 6 of the Securities Code, we hereby inform that the Group has included in a separate chapter of its Corporate Governance Report the information provided in compliance with paragraph 2 of the said article.
Pursuant to article 10 of the Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April 2014, and in addition to the key audit matters mentioned above, we also report the following:
► We were appointed in the shareholders' general meeting held on 9 May 2024 for a third mandate from 2024 to 2026;
Individual financial statements and annexes 06
III
(Amounts expressed in thousands of euros) (Translation of statements of balance sheet originally issued in Portuguese - Note 30)
| Non-current assets Tangible assets 5 556 418 Investments - equity method 7 2,938,531 2,713,863 Goodwill 8 377 755 Investments in equity instruments at fair value for other comprehensive income 12 48,087 54,577 Other receivables 10 855,000 955,000 Other financial assets 10 15 18 Derivative financial instruments 11 28,642 45,745 Deferred tax assets 9 99 76 Total non-current assets 3,871,307 3,770,451 Current assets State and other public entities 16 - 26,809 Other receivables 10 515,399 797,738 Deferrals 166 151 Derivative financial assets 11 1,554 8,619 Cash and bank deposits 4 16,134 9,460 Ttotal current assets 533,253 842,776 Total assets 4,404,561 4,613,227 EQUITY AND LIABILITIES Equity Share Capital 13 667,191 667,191 Own shares 13 (10,728) (10,728) Shares premium 13 116,809 116,809 Legal reserve 13 141,378 141,378 Other reserves 13 208,077 228,120 Adjustments to financial assets 13 (72,407) (77,032) Retained earnings 346,260 297,436 Other changes in equity 13 (5,561) (5,561) 1,391,018 1,357,613 Net profit for the period 157,707 150,974 Total equity 1,548,726 1,508,586 LIABILITIES Non-current liabilities Borrowings 6 and 15 1,615,384 2,020,515 Provisions 14 1,793 2,213 Post employment benefit liabilities 14 13 Derivative financial instruments 11 30,740 52,006 Deferred tax liabilities 9 6,293 12,600 Total non-current liabilities 1,654,223 2,087,347 CURRENT LIABILITIES Borrowings 6 and 15 1,117,049 921,909 Trade payables 15 585 483 State and other public entities 16 1,127 529 Derivative financial instruments 11 3,477 8,601 Other payables 15 79,372 85,770 Total current liabilities 1,201,612 1,017,293 Total liabilities 2,855,835 3,104,640 |
ASSETS | NOTES | 2024 | 2023 |
|---|---|---|---|---|
| Total equity and liabilities | 4,404,561 | 4,613,227 |
The accompanying notes form an integral part of the statement of balance sheet as of 31 December 2024. THE CERTIFIED ACCOUNTANT THE BOARD OF DIRECTORS 396
Consolidated and individual accounts
II
III
(Amounts expressed in thousands of euros)
(Translation of statements of balance sheet originally issued in Portuguese - Note 30)
| REVENUES AND EXPENSES | NOTES | 2024 | 2023 |
|---|---|---|---|
| Services rendered | 17 | 10,793 | 12,126 |
| Gains/ (losses) from associates and joint ventures | 7 and 18 | 181,444 | 173,134 |
| Supplies and services | 19 | (5,688) | (4,755) |
| Personnel costs | 20 | (6,389) | (6,958) |
| Provisions (increases)/ decreases | 14 | 135 | (2,213) |
| Other income | 21 | 333 | 865 |
| Other expenses | 22 | (244) | (276) |
| Profit before amortization, depreciation, finance costs and taxes | 180,384 | 171,922 | |
| Depreciation and amortization (charge)/ reversal | 5 and 8 | (569) | (562) |
| Operating profit (before finance costs and taxes) | 179,815 | 171,361 | |
| Interest and similar income | 23 | 49,885 | 67,235 |
| Interest and similar costs | 23 | (90,899) | (84,049) |
| Dividends from affiliated companies | 24 | 7,959 | 4,604 |
| Profit before taxes | 146,760 | 159,150 | |
| Income tax expense for the period | 9 | 10,947 | (8,176) |
| Net profit for the period | 157,707 | 150,974 | |
| Basic earnings per share | 0.24 | 0.23 |
I
accounts
(Amounts expressed in thousands of euros)
(Translation of statements of balance sheet originally issued in Portuguese - Note 30)
| Notes | Capital | Own shares |
Share premium |
Legal reserve |
Hedging reserve (Note 11) |
Fair value reserve (Note 12) |
Other reserves |
Other changes in Equity |
Retained earnings |
Adjustment of financial assets (Note 7 and 13) |
Net profit for the period |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balances at the beginning of 2024 |
667,191 | (10,728) | 116,809 | 141,378 | 36,811 | 11,120 | 180,190 | (5,561) | 297,436 | (77,032) | 150,974 | 1,508,586 | |
| Changes in the year: | |||||||||||||
| Changes in fair value | 11 and 12 |
- | - | - | - | (15,446) | (4,598) | - | - | - | - | - | (20,043) |
| Appropriation of the profit for the preceding year |
13 | - | - | - | - | - | - | - | - | 48,824 | - | (48,825) | - |
| Adjustments in financial assets | 7 | - | - | - | - | - | - | - | - | - | 4,625 | - | 4,625 |
| - | - | - | - | (15,446) | (4,598) | - | - | 48,824 | 4,625 | (48,825) | (15,419) | ||
| Operations during the year with shareholders |
|||||||||||||
| Distribution of dividends | 13 | - | - | - | - | - | - | - | - | - | - | (102,150) | (102,150) |
| - | - | - | - | - | - | - | - | - | - | (102,150) | (102,150) | ||
| Net profit for the year | 157,707 | 157,707 | |||||||||||
| Comprehensive income | - | - | - | - | (15,446) | (4,598) | - | - | - | 4,625 | 157,707 | 142,289 | |
| Balances at the end of 2024 | 667,191 | (10,728) | 116,809 | 141,378 | 21,365 | 6,522 | 180,190 | (5,561) | 346,260 | (72,407) | 157,707 | 1,548,726 |
I
| Notes | Capital | Own shares |
Share premium |
Legal reserve |
Hedging reserve (Note 11) |
Fair value reserve (Note 12) |
Other reserves |
Other changes in Equity |
Retained earnings |
Adjustment of financial assets (Note 7 and 13) |
Net profit for the period |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balances at the beginning of 2023 |
667,191 | (10,728) | 116,809 | 135,701 | 59,172 | 12,493 | 180,190 | (5,561) | 291,737 | (48,209) | 113,525 | 1,512,320 | |
| Changes in the year: | |||||||||||||
| Changes in fair value | 11 and 12 |
- | - | - | - | (22,362) | (1,373) | - | - | - | - | - | (23,735) |
| Appropriation of the profit for the preceding year |
13 | - | - | - | 5,675 | - | - | - | - | 5,699 | - | (11,375) | - |
| Adjustments in financial assets | 7 | - | - | - | - | - | - | - | - | - | (28,823) | - | (28,823) |
| - | - | - | 5,675 | (22,362) | (1,373) | - | - | 5,699 | (28,823) | (11,375) | (52,560) | ||
| Operations during the year with shareholders |
|||||||||||||
| Distribution of dividends | 13 | - | - | - | - | - | - | - | - | - | - | (102,150) | (102,150) |
| - | - | - | - | - | - | - | - | - | - | (102,150) | (102,150) | ||
| Net profit for the year | 150,974 | 150,974 | |||||||||||
| Comprehensive income | - | - | - | - | (22,362) | (1,373) | - | - | - | (28,823) | 150,974 | 98,415 | |
| Balances at the end of 2023 | 667,191 | (10,728) | 116,809 | 141,378 | 36,811 | 11,120 | 180,190 | (5,561) | 297,436 | (77,032) | 150,974 | 1,508,586 |
Consolidated and individual accounts
2023
II
I
(Amounts expressed in thousands of euros)
(Translation of statements of balance sheet originally issued in Portuguese - Note 30)
| NOTES | 2024 | 2023 | |||
|---|---|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||||
| Cash receipts from customers | 17,152 | 24,752 | |||
| Cash paid to suppliers | (6,923) | (8,710) | |||
| Cash paid to employees | (6,924) | (6,199) | |||
| Cash generated by operations | 3,305 | 9,843 | |||
| Income tax received/ (paid) | 30,668 | (18,276) | |||
| Other receipts/ (payments) relating to operating activities | (2,229) | (3,989) | |||
| Flows generated by/ (used in) operating activities [1] | 31,744 | (12,422) | |||
| FLOWS FROM INVESTING ACTIVITIES | |||||
| Payments relating to: | |||||
| Financial Investments | 7 | - | (3,100) | ||
| Tangible assets | (38) | (38) | (58) | (3,158) | |
| Receipts relating to: | |||||
| Derivative financial instruments | 7 | 400 | 231 | ||
| Dividends | 24 | 110,772 | 111,172 | 113,355 | 113,586 |
| Flows generated by investing activities [2] | 111,133 | 110,428 | |||
| FLOWS FROM FINANCING ACTIVITIES: | |||||
| Receipts relating to: | |||||
| Borrowings | 190,286 | 8,323,700 | |||
| Shareholders loans | - | 73,840 | |||
| Interest and other similar expense | - | 190,286 | 54,051 | 8,451,592 | |
| Payments relating to: | |||||
| Borrowings | - | (8,711,976) | |||
| Derivative financial instruments | (14,031) | - | |||
| Shareholders loans | (165,500) | - | |||
| Interest and other similar expense | (45,309) | (68,654) | |||
| Dividends | 13 | (102,150) | (326,989) | (102,150) | (8,882,780) |
| Flows used in financing activities [3] | (136,703) | (431,188) | |||
| Changes in cash and cash equivalents [4]=[1]+[2]+[3] | 6,174 | (333,183) | |||
| Cash and cash equivalents at the beginning of the year | 4 | 9,460 | 342,642 | ||
| Cash and cash equivalents at the end of the year | 4 | 15,634 | 9,460 |
The accompanying notes form an integral part of the statement of cash flow for the year ended 31 December 2024. THE CERTIFIED ACCOUNTANT THE BOARD OF DIRECTORS
II Consolidated and individual accounts
400
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(Amounts expressed in thousands of euros) (Translation of statements of balance sheet originally issued in Portuguese - Note 30)
REN – Redes Energéticas Nacionais, SGPS, S.A. (hereinafter referred to as "REN SGPS" or "the Company"), with head office in Avenida Estados Unidos da América, n.º 55 – Lisbon, Portugal, resulted from the transformation on 5 January 2007 of REN – Rede Eléctrica Nacional, S.A. into an investment holding company.
At the same time a spin-off was made of the electricity business from REN – Rede Eléctrica Nacional, S.A. to the group company REN – Serviços de Rede, S.A., the name of which was subsequently changed to REN – Rede Eléctrica Nacional, S.A.
REN SGPS is the parent company of the REN Group and is organized into two main business segments, Electricity and Gas, and one secondary business, in the area of Telecommunications.
The Electricity business segment includes the following companies:
On 19 November 2024, the entities REN - Rede Eléctrica Nacional, S.A. and REN Trading, S.A. merged, through the global transfer of the assets of REN Trading, S.A. to REN - Rede Eléctrica Nacional, S.A. The merger was accounted for in accordance with the accounting principles in force in Portugal and in compliance with the requirements for the application of the special tax neutrality regime provided for in articles 73 et seq. of the Corporate Income Tax Code ('CIRC'), namely that REN - Rede Eléctrica Nacional, S. A. will retain, for tax purposes, the assets of REN - Rede Eléctrica Nacional, S.A. and REN - Rede Eléctrica Nacional, S.A. A. will keep, for tax purposes, the assets being transferred at the same values as those it had in REN Trading, S.A. before the operation took place. All of REN Trading, S.A.'s assets and liabilities, including the rights and obligations arising from its activity, were transferred to REN - Rede Eléctrica Nacional, S.A. at the book values they had in REN Trading, S.A.'s accounts and financial position.
The merger was completed with the respective commercial registration on 19 November 2024, however the operations of REN Trading, S.A. were considered, from an accounting and tax point of view, to have been carried out on behalf of REN - Rede Eléctrica Nacional, S.A., since 1 August 2024.;
The Gas business includes the following companies:
a) REN Gás, S.A. was incorporated on 29 March 2011, with the corporate objective of promoting, developing and carrying out projects and developments in the natural gas sector, as well as defining the overall strategy and coordination of the companies in which has direct interests;
The operations of the companies indicated in b) to d) above are developed in accordance with the three concession contracts separately granted for periods of 40 years starting 2006. The company indicated in e) above develops its activities in accordance with one concession contract granted for 40 years starting 2008.
The telecommunications business is managed by RENTELECOM Comunicações, S.A. whose activity is the establishment, management and operation of telecommunications infrastructures and systems, the rendering of telecommunications services and optimizing the optical fibre excess capacity of the installations owned by REN Group.
REN SGPS fully owns REN Serviços, S.A., a company whose purpose is the rendering of services in the energetic area and the general services of business development support to group companies and third parties, receiving a fee for the services rendered, as well as the management of financial participations in other companies.
In addition, on 21 November 2018, REN PRO, S.A. was incorporated, a company fully owned by REN, headquartered in Lisbon, whose purpose is to provide support services, namely administrative, logistical, communication and development support of the business, as well as business consulting, in a remunerated manner, either to companies that are in a group relation or to any third party, and IT consulting.
On 10 May 2013 REN Finance, B.V., a company based in Netherlands and fully owned by REN SGPS, whose purpose is to participate, finance, collaborate and lead the management of group companies, was incorporated.
Additionally on 24 May 2013, together with China Electric Power Research Institute, a State Grid Group company, Centro de Investigação em Energia REN SGPS, S.A. – State Grid, S.A. ("Centro de Investigação") was incorporated under a Joint Venture Agreement on which REN holds 1,499,997 shares representing 49.99% of the total share capital. The purpose of this company is to implement a Research and Development centre in Portugal, dedicated to the research, development, innovation and demonstration in the areas of electricity transmission and systems management, the rendering of advisory services and education and training services as part of these activities, as well as performing all related activities and complementary services to its object.
The subsidiaries REN Gás, S.A., Aério Chile, Spa, Apolo Chile, Spa, Empresa de Transmisión Eléctrica Transemel, S.A., REN Gasodutos, S.A., REN Armazenagem, S.A., REN Portgás Distribuição, S.A., are indirectly fully owned by REN SGPS, S.A. through its subsidiary REN Serviços, S.A. (fully owned by REN SGPS).
As of 31 December 2024, REN SGPS also holds:
a) 40% interest in the share capital of OMIP - Operador do Mercado Ibérico (Portugal), SGPS, S.A. ("OMIP SGPS"), being its purpose the management of participations in other companies as an indirect way of exercising economic activities. The company is shareholder of OMIP – Operador do Mercado Ibérico de Energia (Portuguese Pole), S.G.M.R., S.A. (OMIP), which function is the management of the MIBEL derivatives market together with OMIClear – Sociedade de Compensação de Mercados de Energia, S.A., a company fully owned by OMIP, which acts as the clearing house and central counterparty for transactions in the futures market;
b) 10% interest in the share capital of OMEL - Operador do Mercado Ibérico de Energia, S.A., the Spanish pole of the Sole Operator;
The Board of Directors meeting held on 20 March 2025 approved the accompanying financial statements. However, they are still subject to approval by the Shareholders' Meeting under the terms of current Portuguese legislation. The financial statements are expressed in thousands of euros, rounded to the nearest thousand.
The Board of Directors understands that the financial statements give a true and fair view of the financial position of the Company, the result of its operations, the changes in its equity and its cash flows.
The individual financial statements have been prepared under the provisions in force in Portugal, in accordance with Decree-Law No 158/2009 of 13 July, updated by Decree-Law No 98/2015 of 2 June and Decree-Law No 73/2023 of 23 August, and by Ministerial Order No 220/2015 of 24 July, in accordance with the conceptual framework, accounting and financial reporting standards (NCRF), and interpretative standards applicable to the year ending 31 December 2024.
The accompanying financial statements are presented in thousands of euros.
The main accounting policies used to prepare these financial statements are as follows:
The accompanying financial statements were prepared on a going concern basis from the books and accounting records of the Company, in accordance with accounting and financial reporting standards.
The Board of Directors evaluated the Company's going concern capability, based on all the relevant information, facts and circumstances, of financial, commercial and other natures, including subsequent events occurred after the financial statement report date. In particular, as of 31 December 2024, current assets are lower than current liabilities by 668,358 thousand euros. Despite this fact, the Company generated during the year 2024 operating cash flows of 1,076 thousand euros, disregarding the effect of the income tax received.
Additionally, and in order to guarantee the current treasury needs of the Group and to have the necessary dynamic and flexible to fulfil the current liquidity needs, the Company, as of 31 December 2024, has credit lines contracted and not used in the amount of 79,530 thousand euros, and eleven commercial paper programs, in the amount of 2,225,000 thousand euros, being available 1,655,000 thousand euros as of 31 December 2024. From the total amount of commercial paper programs, 1,025,000 thousand euros have subscription guarantee (of which 775,000 thousand euros were available as of 31 December 2024) (Note 15).
In result of this assessment, the Board concludes that the Company has the adequate resources to proceed its activity, not intending to cease its operations in short term, and therefore considers adequate the use of a going concern basis in the preparation of the Company's financial statements.
As a result of the conflicts between Russia and Ukraine and between Israel and Palestine, there is a climate of global uncertainty with negative effects on the outlook for the world economy and the financial markets.
The REN Group is actively monitoring these conflicts, has activated all the necessary plans and, although the possible outcomes of the conflicts are unpredictable, at the moment there are no significant effects on its operation and regulatory duties.
It should be noted that the REN Group essentially operates in two business areas, Electricity and Gas, in accordance with concession contracts assigned to the Group and that these are regulated, which in a way minimises the possible impacts of these conflicts.
REN remains strongly committed and assumes a facilitating role in the energy transition and environmental protection, recognising that the integrated and synergistic adaptation of gas and electricity infrastructures is crucial to achieving the decarbonisation targets set by the national energy policy. The development of the infrastructures needed for the energy transition and the mission to ensure an uninterrupted supply of energy to the whole country, contributing to the involvement and development of the communities in which it operates, is materialised through the establishment of high criteria for environmental protection, conservation and restoration, acting in accordance with best practice in terms of its contribution as an environmentally responsible company. On the other hand, the continuous development of innovation projects, some centred on emerging themes such as sustainability and the circular economy, hydrogen and renewable gases, digitalisation and cybersecurity, which are "incorporated" into the different companies of the REN Group, contributes significantly to positioning and making the energy transition a reality.
There were no significant changes in the long-term expectation of recovery of the Company's investments and shareholdings.
The accompanying financial statements reflect only the Company's individual financial statements, prepared as required by law for approval by the Shareholders' Meeting. As explained in Note 3.2 investments are recorded in accordance with the equity method.
The accounting policies adopted in these financial statements are consistent, in all material respects, with the policies used in the preparation of the financial statements for the year ended 31 December 2023, as described in the notes to the 2023 financial statements
In accordance with Decree Law 158/2009 of 13 July, the Company also prepared consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS), for approval in separate, which reflects, as of 31 December 2024, in relation to the accompanying separate financial statements, the following differences:
| Total net assets | 951,809 |
|---|---|
| Total liabilities | 948,644 |
| Net profit for the period | (5,195) |
| Total revenue | 495,295 |
| Total equity | 3,166 |
As of December 31, 2024, the differences between net income and equity (individual and consolidated accounts) essentially result from: i) the fact that the participation of the associate OMIP SGPS in the consolidated accounts, prepared in accordance with IFRS, was revalued in 2011, following the loss of control, from subsidiary to associate; ii) the impact of the application of IFRS 9 on the consolidated accounts under IFRS; iii) refinancing bond issues through an exchange offer, and; iv) also from Goodwill of REN Portgás Distribuição, S.A. which is being amortized over the remaining concession.
Investments in subsidiaries and associates are recorded by the equity method. In accordance with the equity method, financial holdings are initially recorded at their acquisition cost and are subsequently adjusted in accordance with post‑acquisition changes in the Company's share of the net assets of the corresponding entities. The results of the Company include its share in the results of those entities. In addition, dividends received from these companies are recorded as a reduction in the value of the investments.
The excess of cost in relation to the fair value of identifiable assets and liabilities of each entity acquired on the acquisition date is recognized as Goodwill and is presented in a separate line of the statement of the financial position. If the difference between cost and the fair value of assets and liabilities is negative, it is recognized as gain of the period.
Goodwill with an undefined useful life is amortized over a period of 10 years.
A valuation of investments is made when there are indications that an asset can be impaired, any impairment losses being recorded as cost in the profit and loss statement.
When the Company's proportion on the accumulated losses of a subsidiary or associate exceeds its carrying amount, the investment is recorded at a nil amount, except when the Company has assumed commitments to cover the losses of the subsidiary or associate, when the additional losses require the recognition of a liability. If these companies subsequently report net profits, the Company only starts recognizing its share on those profits only after its profit share equals the unrecorded losses.
I
II
Consolidated
and
individual
accounts
Unrealized gains on transactions with subsidiaries and associates are eliminated proportionally to the Company's interests, by corresponding entry to the investment caption. Unrealized losses are also eliminated but only up to the point that such loss does not result from the transferred asset being impaired.
Tangible assets are stated at cost less accumulated depreciation and impairment losses.
The cost includes the purchase price of the asset, costs directly attributable to its acquisition and costs incurred to prepare the asset to start operating.
Repairs and maintenance costs are charged to the statement of profit and loss in the period in which they are incurred.
Tangible assets are depreciated on a straight-line basis over their estimated useful life period, from the date they are ready for use.
The estimated periods of useful life of tangible assets are as follows:
| YEARS | |
|---|---|
| Transport equipment | 4 years |
| Administrative and IT equipment | Between 3 e 10 years |
| Tools and utensils | 4 years |
Useful life of the assets is reviewed annually. A change in useful life period is accounted as changes in accounting estimates and therefore is applied prospectively.
Gains (or losses) on the sale of assets are determined by the difference between the proceeds of the sale and the net carrying amount of the asset, these being recorded in the statement of profit and loss of the period.
Lease agreements are classified as finance leases or operating leases taking into consideration the substance of the transaction rather than the legal form of the agreement.
Leases agreements on which REN has substantially all the risks and rewards of ownership of an asset, are classified as finance leases. Agreements in which an analysis of one or more of the conditions of the contract indicate a finance lease are also classified as such. All other leases are classified as operating leases.
Finance lease contracts are initially recognized at the lower of the fair value of the leased assets or the present value of the minimum lease payments, determined at the inception date.
The lease liability is recognized net of borrowing costs in the caption "Borrowings". Borrowing costs included in the lease payments and the depreciation of the leased assets are both recognized in the statement of profit and loss in the period they refer to.
Tangible assets acquired under finance lease contracts, are depreciated considering the lower period between the useful life period of the asset and the maturity of the lease contract, when the company does not have a purchase option on the maturity date, or by the useful life period estimated, when the Company has the commitment to acquire the asset by the end period of the contract.
Under operating lease contracts, the lease payments due are recognized as expenses in the statement of profit and loss, over the lease term.
The Company choose to fully apply IAS 32 - Financial Instruments: Presentation, IFRS 9 - Financial Instruments Recognition and Measurement and IFRS 7 – Financial Instruments: Disclosures, in accordance with paragraph 2 of NCRF 27.
The Board of Directors determines the classification and measurement of investments in financial assets based on the business model, measured at the date of initial application, used in its management and the characteristics of the contractual cash flows.
Financial assets
Investments in financial assets can be classified as:
Financial assets are classified as non-current, except when: (i) the Company expects to realize or dispose of in the normal course of its operating cycle; (ii) holds the asset primarily for trading purposes; (iii) expects to realize the asset up to twelve months after the reporting date; or (iv) the asset is cash or cash equivalents.
Purchases and sales of investments in financial assets are recorded at the date of the transaction, that is, on the date that the Company undertakes to buy or sell the asset.
Financial assets at fair value through profit or loss are initially recognized at fair value, and transaction costs are recognized in the income statement. These assets are subsequently measured at fair value, and the income and expenses resulting from the change in fair value are recognized in the income statement for the period under the heading of net financial costs, which also include the amounts of interest income and dividends obtained.
Equity instruments at fair value through other comprehensive income are initially recognized at fair value plus transaction costs. In subsequent periods, they are measured at fair value, and the change in fair value is recognized in the fair value reserve in equity until the investment is sold or received or until the fair value of the investment is below its cost of acquisition, in which the accumulated gain or loss is recorded in the income statement.
Dividends and interest earned on equity instruments at fair value through other comprehensive income are recognized in income for the period in which they occur, under the heading of financial income, when the right to receive is established.
The fair value of quoted financial assets is based on market prices (bid). If there is no active market, the Company establishes fair value through valuation techniques. These techniques include the use of prices charged in recent transactions, provided that market conditions, comparison with substantially similar instruments, and the calculation of discounted cash flows when information is available, making the maximum use of market information in internal information of the target entity.
In situations where investments are in equity instruments that are not admitted to listing on regulated markets and for which it is not possible to reliably estimate their fair value, they are maintained at their acquisition cost less any impairment losses, and these impairment losses are recorded against income.
Loans and receivables are classified in the statement of financial position as "Customers and other accounts receivable" and are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any impairment losses. The adjustment for the impairment of accounts receivable is made when there is objective evidence that the Company will not be able to receive the amounts due in accordance with the initial conditions of the transactions that gave rise to it and is recorded in the income statement in the line item "Impairment of receivables".
Financial assets are derecognized when the rights to receive the cash flows arising from these investments expire or are transferred, as well as all the risks and benefits associated with their possession.
The caption "Cash and cash equivalents" includes cash, bank deposits, other shortterm investments of high liquidity and with initial maturities of up to three months and bank overdrafts. Bank overdrafts are presented in current liabilities under the caption "Current loans" in the statement of financial position and are considered in the preparation of the statement of cash flows as "Cash and cash equivalents".
A financial instrument is classified as a financial liability when there is a contractual obligation on the part of the issuer to settle capital and/or interest, through the delivery of cash or other financial asset, regardless of its legal form.
IFRS 9 provides for the classification of financial liabilities into two categories:
Other financial liabilities include borrowings and trade and other payables.
I
Trade and other payables are initially measured at fair value and subsequently at amortised cost, using the effective interest rate method.
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost, the difference between the nominal value and the initial fair value being recognised in the statement of profit and loss over the term of the borrowing, using the effective interest rate method; or at fair value, whenever the Company decides, in its initial recognition, to designate the financial liability at fair value through profit and loss, using the fair value option.
Financial liabilities are classified in current liabilities, unless the Company has an unconditional right to defer payment of the liability for at least 12 months after the date of the statement of financial position, in which case they are classified as non-current liabilities.
Financial liabilities are derecognized when the underlying obligations are extinguished by payment, are cancelled or expire.
Derivative financial instruments are initially recorded at fair value at the date of the transaction, being subsequently measured at fair value. The method for the recognition of fair value gains or losses depends on the designation made of the derivative financial instruments. If they are designated as derivative financial instruments for trading, gains or losses resulting from fair value changes are recorded in the statement of profit and loss captions finance costs or income. If they are designated as hedging derivative financial instruments, gains or losses resulting from fair value changes depends on the nature of the hedged item, which can be a fair value hedge or a cash flow hedge.
The fair value of derivative financial instruments corresponds to their market value. In the absence of market value, fair value is determined by external and independent entities using valuation techniques accepted in the market.
Derivative financial instruments are recognized in the caption "Derivative financial instruments", and if they have a positive or negative fair value they are recorded as financial assets or liabilities, respectively.
In accordance with IFRS 13, the fair value of non-listed derivative financial instruments is adjusted by the effect of counterpart credit risk (Credit Value Adjustment) and own credit risk (Debt Value Adjustment). The credit risk adjustments are determined by market information, namely recent debt issued with similar conditions and risk exposure, Credit Default Swaps (CDS) spreads, among other data observed in the market.
In assessing the existence of an economic relationship between the hedged instruments and the hedging instruments, the Company assumes that the interest rate benchmark (Euribor) will not be changed following the reform of the interest rate benchmarks as permitted by the changes to IAS 39, IFRS 7 and IFRS 9 regarding the reform of interest rate benchmarks. This policy is applicable to some hedging relationships designated at 31 December 2024 in a total notional amount of 1,200,000 thousand euros (1,560,000 thousand euros at 31 December 2023).
The Company will cease to apply the above disposal when:
A derivative financial instrument is recorded and presented as non-current if its remaining maturity period is over twelve months and it is not expected to be realized or settled within the next twelve months.
As part of its policy for managing interest rate and exchange rate risks, the Company contracts a variety of derivative financial instruments, namely swaps.
The criteria for applying hedge accounting are as follows:
At the beginning of the hedging operation, the Company documents the hedging relationship between the hedging instrument and the hedged item, its objectives and its risk management strategy. Additionally, it is assessed, both on the hedge start date and on each accounting reporting date, whether the derivative instruments designated as hedging instruments are highly effective in offsetting changes in the fair value or cash flows of the respective hedged items (including an analysis of inefficiency sources and how the coverage rate is determined).
The effectiveness requirements in a hedging relationship are as follows:
The fair value of the derivative financial instruments contracted and the hedging movements in the reserves are disclosed in Note 11.
In the fair value hedge of an asset or liability, the book value of the asset or liability, determined based on the accounting policy used, is adjusted so as to reflect the variation of its fair value attributable to the risk hedged.
Changes in the fair value of hedging derivatives are recognized in the income statement together with changes in the fair value of the hedged assets or liabilities attributable to the hedged risk.
In a hedging operation on the exposure to changes of high probability in future cash flows (cash flow hedge) the effective part of the fair value variation of the hedging instrument is recognized in hedging reserves, being transferred to the statement of profit and loss in the period the item hedged affects results. The ineffective part of the hedge is recorded in he statement of profit and loss, when it occurs.
The hedge ineffectiveness can arise from:
Hedge accounting is discontinued only when a hedging relationship (or part of that hedging relationship) no longer complies with the hedge accounting criteria (after taking into account any rebalancing of the hedging relationship, if applicable). This includes cases where the hedging instrument expires or is sold, terminated or exercised.
In circumstances where a derivative financial instrument no longer qualifies as a hedging instrument, the Company assess: (i) in fair value hedge instruments, the existence of fair value adjustments to the hedged item, which will be amortized through the method the straight line for the remainder period of the hedged item; and (ii) in cash flow hedge, the existence of fair value differences recognized under hedging reserves in Equity, which amount will be reclassified to the income statement.
Any amount recorded in the caption "Other reserves – hedging reserves" is only reclassified to the statement of profit and loss when the hedged position affects results. When the hedged position relates to a future transaction which is not expected to occur, any amount recorded as "Other reserves – hedge reserves" is immediately reclassified to the statement of profit and loss.
In the case of aggregated exposures, the Company designates as hedged instruments a combination of an exposure and a derivative financial instrument. For this purpose, and when designating the hedged item based on an aggregated exposure, the Company considers the combined effect of the items that constitute the aggregated exposure for the purposes of assessing the hedge effectiveness and measuring its ineffectiveness. These instruments continue, however, to be accounted for separately.
Revenue is measured at the fair value of the consideration received or receivable. Revenue is deducted by the amount of taxes, discounts, returns and other rebates.
Revenue relating to services rendered refers to debits made to subsidiaries corresponding to management costs.
Revenue relating to investments in subsidiaries and associates is recognized in accordance with the equity method.
Interest revenue is recognized in accordance with the effective interest method if it is probable that economic benefits flow to the company and they can be reliably measured.
The revenue from dividends is to be recognized when the right to receive the corresponding amount is established.
In the preparation of the accompanying financial statements, judgments and estimates were made using assumptions that affect the amounts recognized as assets and liabilities, as well as the amounts recorded relating to gains and losses of the period.
The estimates and underlying assumptions were determined with reference to the reporting date based on the best knowledge available as of the date of approval of the financial statements of the events and transactions in process, as well as experience of past and/or current events. However, situations can occur in subsequent periods that were not predictable as of the date of approval of the financial statements and so were not considered in the estimates. Changes in the estimates that occur after the date of the financial statements will be corrected on a prospective basis. Therefore, given the degree of uncertainty, actual results of the transactions can differ from the corresponding estimates.
Provisions are recognized when the Company has: i) a present legal or constructive obligation as a result of past events; ii) for which it is more likely than not that an outflow of resources will be required to settle the obligation; and iii) the amount can be reliably estimated. When one of these criteria is not fulfilled or the existence of the liability is dependent upon a future event, the Company discloses it as a contingent liability, except if the outflow of resources to settle it is considered to be remote.
Provisions for restructuring expenses are recognised by the Company when there is a formal and detailed restructuring plan and that such plan has been communicated to the involved parties. In the measurement of the restructuring provision, only the expected outflows that directly result from the implementation of such plan are considered, not being, consequently, related with the current activities of the Company.
Provisions are measured at the present value of the estimated expenditure required to settle the liability using a pre-tax rate that reflects the market assessment of the discount period and the risk of the provision.
The fair value of listed investments is based on current market prices (bid). If an active market does not exist, the Company establishes the fair value by using valuation techniques. These techniques include the consideration of recent transactions, provided that they reflect market conditions, reference to other instruments that are substantially the same and discounted cash flow analysis when information is available, making maximum use of market inputs and residually relying on entityspecific inputs.
The fair value of derivative financial instruments refers to its market value. In the absence of market value, its fair value is determined by external independent entities making use of valuation techniques accepted in the market.
Income tax of the year comprises current taxes and deferred taxes. Income taxes are recorded in the income statement, except when they relate to items that are recognized directly in equity.
The amount of current tax payable is determined based on the Company's taxable income, which differs from the accounting result, since it excludes various expenses and income that will only be deductible or taxable in subsequent years, as well as expenses and income that will never be deductible or taxable under the tax rules in force.
Deferred taxes refer to the temporary differences between the amounts of assets and liabilities for accounting reporting purposes and the respective amounts for taxation purposes.
Deferred tax assets and liabilities are calculated and valued annually using the tax rates expected to be in force on the date of reversal/use of the temporary differences, based on tax rates and tax laws, which are formally issued on the reporting date.
Deferred tax assets are only recorded when there are reasonable expectations of sufficient future taxable income to use them. At the date of each balance sheet a reappraisal is made of the temporary differences underlying the deferred tax assets in order to recognize deferred tax assets not previously recorded because they did not fulfil the conditions for recording them and/or to reduce the amounts of the deferred tax assets recorded based on the current expectation of their future recovery.
Transactions expressed in foreign currency are accounted for in euros, based on the exchange rates prevailing on the date of the transactions.
At the end of the year, the balances payable and receivable in foreign currency are updated at the official exchange rate in force on the balance sheet date, with the respective exchange differences recorded in the income statement.
The exchange rates used for converting balances receivable and payable in foreign currency, existing at the balance sheet date, originate from Banco de Portugal reported as at 31 December 2024.
Income and expenses are recognized on an accrual's basis, under which income and expenses are recorded in the period to which they relate, independently of when the correspondent amounts are collected or paid. Differences between the amounts received and paid and the related income and expenses are recorded as assets or liabilities.
The distribution of dividends to shareholders is recognized as a liability in the Company's financial statements in the period the dividends are approved by the shareholders and up to the moment of their payment.
Ordinary shares are classified in the share capital caption by its nominal value. Differences between the nominal value and the subscription price are recorded in the caption "Share Premium". Incremental costs directly attributable to the issuance of new shares or options are shown net of tax, as a deduction in equity from the amount issued.
Own shares acquired through contract or directly on the stock market are recognized as a deduction in equity in caption "Own shares". In accordance with the Portuguese Commercial Company Code, REN SGPS must at any time ensure that there enough reserves in Equity to cover the value of own shares, limiting the amount of reserves available for distribution.
Own shares are recorded at cost if they are acquired in a spot transaction or at estimated fair value if acquired in a deferred purchase.
The caption "Cash and cash equivalents" includes cash on hand, bank deposits, other short-term highly liquid investments with initial maturities of up to three months, and bank overdrafts. Bank overdrafts are shown in the current liabilities "Borrowings" caption on the statement of financial position, and are included in the statement of cash flows as cash and cash equivalents.
The cash flow statement is prepared according with the direct method, being presented the collections and payments in operating activities, investment and financing activities.
The Company classifies interests and dividends received as investment activities and interests and dividends paid as financing activities unless if related with cash flows that relate with a hedge contract of an identifiable position, which are classified in accordance with the cash flows of the hedged position.
Borrowings costs are recognized as costs in the period they are incurred.
The Company`s activities are exposed to a variety of financial risks: exchange rate risk, credit risk, liquidity risk and cash flow risk relating to interest rate, among others risk factors.
The Company developed and implemented a risk management program that, together with permanent monitoring of the financial markets, seeks to minimize potential adverse effects on its financial performance.
Risk management is carried out by the Financial Management Department under policies approved by the Board of Directors. The Financial Management Department identifies, assesses and carries out operations to minimize the financial risks.
The Board of Directors defines the principles for overall risk management and policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivatives and other non-derivative financial instruments, and the investment of excess liquidity.
The Company has limited exposure to foreign exchange rate risk. The risk of fluctuation of foreign exchange rates on the bond issued totalling 10,000 million yens (JPY) due in June 2024 was fully hedged by a cross currency swap of the same notional amount.
Additionally, the Company is exposed to changes in the exchange rate of north American dollar and Chilean peso, related with its financial investment in Electrogas, S.A., acquired in February 2017 and related to the company acquired on October 1, 2019, Empresa de Transmisión Eléctrica Transemel, S.A.
An increase of 5% in the exchange rate of euro and north american dollar, with reference to 31 December 2024, and all other factors remaining constant, would lead to a decrease on equity in the amount of 7,972 thousand euros (7,488 thousand euros as of 31 December 2023), while a decrease of 5% of that exchange rate would lead to an increase on equity in the amount of 8,811 thousand euros (8,277 thousand euros as of 31 December 2023).
A 5% increase in the euro exchange rate against the chilean peso, with reference to 31 December 2024, and keeping all other variables constant, would result in a decrease in the Company's equity of 3,844 thousand euros (3,888 thousand euros as of 31 December 2023), while a decrease of 5% of that exchange rate would result in an increase of 4,292 thousand euros in equity (4,298 thousand euros as of 31 December 2023).
REN's exposure to credit risk is not significant, since the services rendered are invoiced to group companies.
REN's counterparty risk on bank deposits, financial applications, and contracting of derivative instruments is mitigated by the selection of top ratting international institutions with solid credit rating and top national financial institutions.
REN SGPS manages Group's liquidity risk through central treasury management. All the liquidity excess and needs of each group company are transferred to REN SGPS, which manages the consolidated balances with financial institutions.
In order to guarantee the current treasury needs of the Company and to have the necessary dynamic and flexible to fulfil the current liquidity needs, the Company, as of 31 December 2024, has credit lines contracted in the amount of 79,530 thousand euros and eleven commercial
paper programs, in the amount of 2,225,000 thousand euros, being available 1,655,000 thousand euros as of 31 December 2024. From the total amount of commercial paper programs, 1,025,000 thousand euros have subscription guarantee (of which 775,000 thousand euros were available as of 31 December 2024) (Note 15).
The following table presents the Company liabilities by residual contracted maturity intervals and includes derivative financial instruments, the financial liquidation of the related cash flows of which is made by the net amount. The amounts shown in the table are non-discounted cash flows contracted, including undiscounted future interest; as therefore, do not correspond to its carrying amounts:
| LESS THAN 1 YEAR |
1 - 5 YEARS |
OVER 5 YEARS |
TOTAL | |
|---|---|---|---|---|
| Borrowings: | ||||
| Bank borrowings | 86,670 | 297,722 | 235,537 | 619,930 |
| Bonds | 537,529 | 714,572 | 334,391 | 1,586,492 |
| Commercial paper | 532,040 | 250,000 | - | 782,040 |
| Others | 66,950 | 299 | - | 67,249 |
| 1,223,189 | 1,262,594 | 569,928 | 3,055,710 | |
| Derivative financial instruments | 12,334 | 28,489 | - | 40,823 |
| Trade and others payables | 79,957 | - | - | 79,957 |
| Total | 1,315,480 | 1,291,083 | 569,928 | 3,176,491 |
| LESS THAN 1 YEAR |
1 - 5 YEARS |
OVER 5 YEARS |
TOTAL | |
|---|---|---|---|---|
| Borrowings: | ||||
| Bank borrowings | 88,588 | 265,662 | 189,619 | 543,869 |
| Bonds | 101,559 | 891,945 | 302,137 | 1,295,640 |
| Commercial paper | 782,129 | 556,842 | - | 1,338,971 |
| Others | 32,230 | 217 | - | 32,447 |
| 1,004,505 | 1,714,666 | 491,755 | 3,210,927 | |
| Derivative financial instruments | 22,425 | 52,209 | 6,141 | 80,775 |
| Trade and others payables | 86,253 | - | - | 86,253 |
| Total | 1,113,183 | 1,766,875 | 497,896 | 3,377,954 |
I
II
Consolidated
and
Borrowings at variable interest rates expose the Company to cash flow risk resulting from changes in interest rates. Borrowings at fixed rates expose the Company to fair value risk, as a result of changes in interest rates. Risk management is performed centrally aiming to avoid volatility in financial costs, using simple derivative financial instruments such as interest rate swaps. In this kind of operations, the Company exchanges with banking counterparties in specific dates and with defined maturities, the difference between the contractual fixed interest rates and the variable rates with reference to the notional amounts covered. All operations undertaken with this purpose can, in the most part of the hedges, be considered perfect interest rate hedging operations.
A global reform of the main interest rate benchmarks is underway, which predict the replacement of some benchmarks, including Euribor, with alternative risk-free rates. The Company presents expositions to Euribor variations in its financial instruments that will be impacted by this global reform. There is currently uncertainty about the timing and methods associated with the transition of interest rate benchmarks. To date, the Company does not expect a significant impact on its risk management policies and on the effects of hedge accounting.
The Company will assess and analyse the potential concrete impacts of the potential change to Euribor when implementing the timings and the respective methods of change and, in particular, in the designated interest rate risk hedging relationships.
A sensitivity analysis was made based on the Company's total debt as of 31 December 2024 and 2023, using the following assumptions:
Under these assumptions, a 0.25% increase in market interest rates for all the currencies in which the Company has borrowings or derivative financial instruments at 31 December 2024 would result in a decrease of profit before tax of, approximately, 3,173 thousand euros, (4,362 thousand euros as of 31 December 2023).
The increase in equity resulting from an increase in interest rates of 0.25% would be, approximately, 2,635 thousand euros, this impact entirely attributed to derivatives (on 31 December 2023 corresponded to an increase of 4,421 thousand euros).
The sensitivity analysis is merely illustrative and does not represent an actual gain or loss, neither other change in the income statement or in equity.
On each reporting date, a review is carried out of the carrying amounts of the Company's tangible and intangible fixed assets in order to determine whether there is any indication that they may be impaired. If there is any indicator, the recoverable amount of the respective assets (or the cash-generating unit) is estimated in order to determine the extent of the impairment loss (if any).
The recoverable amount of the asset (or cash-generating unit) is the higher of: (i) fair value less costs to sell and (ii) value in use. In determining value in use, estimated future cash flows are discounted using a discount rate that reflects market expectations about the time value of money and the specific risks of the asset (or the cash-generating unit) relative to for which estimates of future cash flows have not been adjusted.
Whenever the carrying amount of the asset (or the cash-generating unit) is greater than its recoverable amount, an impairment loss is recognized. The impairment loss is immediately recorded in the income statement under the heading "Impairment losses", unless such loss offsets a revaluation surplus recorded in equity. In the latter case, such loss will be treated as a decrease in that revaluation.
The reversal of impairment losses recognized in previous years is recorded when there is evidence that the impairment losses previously recognized no longer exist or have decreased. The reversal of impairment losses is recognized in the income statement under the heading "Reversals of impairment losses". The reversal of the impairment loss is carried out up to the limit of the amount that would have been recognized (net of amortizations) if the previous impairment loss had not been recorded.
3.18 PROVISIONS
Provisions are recognized when the Company has: (i) a present legal or constructive obligation resulting from past events; (ii) for which it is more probable than not, that an expenditure of internal resources will occur in the payment of that obligation; and (iii) the amount can be estimated reliably. Whenever one of the criteria is not met or the existence of the obligation is conditioned to the occurrence (or non-occurrence) of a certain future event, the Company discloses this fact as a contingent liability, unless the assessment of the outflow of resources to pay the even be considered remote.
Provisions for restructuring are only recognized when the Company has developed a detailed formal restructuring plan and has started its implementation or has announced its main components to those affected by it. When measuring the provision for restructuring, only expenditures that result directly from the implementation of the corresponding plan are considered, and are therefore not related to the Company's current activities.
Provisions are measured at the present value of estimated expenditures to settle the obligation using a pre-tax rate, which reflects the market assessment for the discount period and for the risk of the provision in question.
Provisions are reviewed at the reporting date and adjusted to reflect the best estimate at that date.
Present obligations resulting from onerous contracts are recorded and measured as provisions. An onerous contract exists when the Company is an integral part of the provisions of an agreement, the fulfilment of which has associated costs that cannot be avoided that exceed the economic benefits derived from it.
The costs to be borne by the Company with long-term employee benefits are recognized as expenses during the period in which the employees are active, and these liabilities are reflected in the balance sheet under "Liabilities for post-employment benefits". Payments to beneficiaries made during each financial year are recorded as a reduction of this liability.
Events that occur subsequently to balance sheet date that provide additional information on conditions that existed at the date of the statement of financial position ("adjusting events" or events after the statement of financial position date that led to adjustments) are recognized in the financial statements. Events that occur after the statement of financial position date that provide information on conditions that exist after that date ("non-adjusting events" or events after the statement of financial position date that do not lead to adjustments) are disclosed in the notes to the separate financial statements, if material.
For the purpose of the statement of cash flow, the caption cash and cash deposits equivalents include cash, bank deposits readily available (with terms not exceeding three months) and treasury securities in the monetary market, net of bank overdrafts and other short-term financing equivalents. The caption "Cash and cash equivalents" at 31 December 2024 and 2023 is detailed as follows:
| 2024 | 2023 | |
|---|---|---|
| Cash | 2 | 2 |
| Bank deposits repayable on demand | 6,132 | 9,458 |
| Term deposits up to 3 months | 10,000 | - |
| Bank overdrafts (Note 15) | (500) | - |
| Cash and cash equivalents | 15,634 | 9,460 |
| Bank overdrafts (Note 15) | (500) | - |
| Cash and bank deposits in Balance | 16,134 | 9,460 |
The changes in tangible assets, accumulated depreciation and impairment losses in the years ended 31 December 2024 and 2023 were as follows:
| 2024 | ||||
|---|---|---|---|---|
| TRANSPORT EQUIPMENT |
ADMINISTRATIVE AND IT EQUIPMENT |
TOOLS AND UTENSILS |
TOTAL | |
| Assets | ||||
| Opening balance | 819 | 354 | 2 | 1,175 |
| Acquisitions | 317 | 17 | - | 335 |
| Sales/write offs | (293) | (66) | - | (358) |
| Closing balance | 843 | 306 | 2 | 1,152 |
| Accumulated depreciations and impairment losses |
||||
| Opening balance | 476 | 281 | - | 757 |
| Depreciation for the year | 166 | 25 | - | 192 |
| Depreciation Sales/write offs | (287) | (66) | - | (353) |
| Closing balance | 355 | 240 | - | 596 |
| Net assets | 489 | 65 | 2 | 556 |
| 2023 | ||||
|---|---|---|---|---|
| TRANSPORT EQUIPMENT |
ADMINISTRATIVE AND IT EQUIPMENT |
TOOLS AND UTENSILS |
TOTAL | |
| Assets | ||||
| Opening balance | 677 | 353 | - | 1,030 |
| Acquisitions | 266 | 8 | 2 | 277 |
| Sales/write offs | (125) | (7) | - | (132) |
| Closing balance | 819 | 354 | 2 | 1,175 |
| Accumulated depreciations and impairment losses |
||||
| Opening balance | 433 | 255 | - | 688 |
| Depreciation for the year | 151 | 34 | - | 185 |
| Depreciation Sales/write offs | (108) | (7) | - | (115) |
| Closing balance | 476 | 281 | - | 757 |
| Net assets | 343 | 73 | 2 | 418 |
The Company had the following assets under finance lease agreements at 31 December 2024 and 2023:
| 2024 | 2023 | |||
|---|---|---|---|---|
| COST | DEPRECIATION | CARRYING AMOUNT |
CARRYING AMOUNT |
|
| Transport equipment | 733 | (244) | 489 | 343 |
| 733 | (244) | 489 | 343 |
The minimum payments under finance lease contracts at 31 December 2024 and 2023 are as follows:
| PRESENT MINIMUM |
VALUE OF PAYMENTS |
MINIMUM | PAYMENTS | |
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Up to 1 year (Note 15) | 133 | 114 | 148 | 127 |
| From 1 to 5 years (Note 15) | 299 | 217 | 315 | 233 |
| 433 | 332 | 463 | 360 |
The Company's investments in subsidiaries and associates as of 31 December 2024 and 2023 are as follows:
| 31 DECEMBER |
2024 | INVESTMENT HELD |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ENTITY | HEAD OFFICE |
SHARE CAPITAL |
ASSETS | LIABILITIES | EQUITY | REVENUE | NET RESULT |
% | INVESTMENT | PROPORTIONAL AMOUNT OF RESULT (NOTE 18) |
| Equity method: | ||||||||||
| Subsidiaries: | ||||||||||
| REN - Rede Eléctrica Nacional, S.A. | Lisbon | 1,909,614 | 3,205,147 | 1,043,227 | 2,161,920 | 462,385 | 126,817 | 100 | 2,161,920 | 126,817 |
| REN Atlântico, Terminal de GNL, S.A. | Sines | 67,450 | 128,986 | 34,628 | 94,358 | 37,260 | 3,095 | 100 | 94,358 | 3,095 |
| RENTELECOM - Comunicações, S.A. | Lisbon | 2,100 | 18,913 | 9,966 | 8,947 | 8,731 | 3,699 | 100 | 8,947 | 3,699 |
| REN Serviços, S.A. | Lisbon | 391,550 | 1,626,800 | 1,176,480 | 450,319 | 69,663 | 38,484 | 100 | 450,319 | 38,484 |
| Enondas, Energia das Ondas, S.A. | Pombal | 2,250 | 3,408 | 178 | 3,230 | 456 | 115 | 100 | 3,230 | 115 |
| REN PRO, S.A. | Lisbon | 2,050 | 6,204 | 2,179 | 4,025 | 8,488 | 297 | 100 | 4,025 | 297 |
| REN Finance, BV | Amsterdam | 20 | 1,667,901 | 1,462,264 | 205,638 | 44,406 | 8,496 | 100 | 205,638 | 8,496 |
| 2,928,437 | 181,003 | |||||||||
| Associates: | ||||||||||
| OMIP - Operador do Mercado Ibérico (Portugal), SGPS, S.A. |
Lisbon | 2,610 | 30,640 | 289 | 30,351 | 1,448 | 1,066 | 40 | 7,367 | 432 (i) |
| Centro de Investigação em Energia REN - STATE GRID, S.A. |
Lisbon | 3,000 | 7,013 | 1,549 | 5,465 | 1,682 | 19 | 50 | 2,727 | 9 |
| 10,094 | 441 | |||||||||
| 2,938,531 | 181,444 |
(i) The proportional value of the result in OMIP, SGPS. includes the effect of the adjustment arising from changes to the financial statements of the previous year made after application of the equity method.
I
| 31 DECEMBER 2023 |
INVESTMENT HELD |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ENTITY | HEAD OFFICE |
SHARE CAPITAL |
ASSETS | LIABILITIES | EQUITY | REVENUE | NET RESULT |
% | INVESTMENT | PROPORTIONAL AMOUNT OF RESULT (NOTE 18) |
|
| Equity method: | |||||||||||
| Subsidiaries: | |||||||||||
| REN - Rede Eléctrica Nacional, S.A. | Lisbon | 1,789,564 | 3,075,023 | 1,087,492 | 1,987,531 | 451,900 | 93,171 | 100 | 1,987,531 | 93,171 | |
| REN Trading, S.A. | Lisbon | 50 | 370,143 | 359,929 | 10,213 | 927 | 10,167 | 100 | 10,213 | 10,167 | |
| REN Atlântico, Terminal de GNL, S.A. | Sines | 39,450 | 156,475 | 82,212 | 74,263 | 54,352 | 11,782 | 100 | 74,263 | 11,782 | |
| RENTELECOM - Comunicações, S.A. | Lisbon | 2,100 | 18,734 | 10,486 | 8,248 | 7,893 | 3,522 | 100 | 8,248 | 3,522 | |
| REN Serviços, S.A. | Lisbon | 361,550 | 1,607,174 | 1,202,605 | 404,569 | 62,655 | 35,001 | 100 | 404,569 | 35,001 | |
| Enondas, Energia das Ondas, S.A. | Pombal | 2,250 | 3,273 | 159 | 3,115 | 480 | 124 | 100 | 3,115 | 124 | |
| REN PRO, S.A. | Lisbon | 2,050 | 5,723 | 1,995 | 3,728 | 7,736 | 62 | 100 | 3,728 | 62 | |
| REN Finance, B.V. | Amsterdam | 20 | 1,365,962 | 1,153,820 | 212,142 | 40,037 | 18,610 | 100 | 212,142 | 18,610 | |
| 2,703,808 | 172,438 | ||||||||||
| Associates: | |||||||||||
| OMIP - Operador do Mercado Ibérico (Portugal), SGPS, S.A. |
Lisbon | 2,610 | 30,478 | 206 | 30,272 | 1,996 | 1,603 | 40 | 7,336 | 692 | (i) |
| Centro de Investigação em Energia REN - STATE GRID, S.A. |
Lisbon | 3,000 | 6,103 | 654 | 5,449 | 1,721 | 8 | 50 | 2,719 | 4 | |
| 10,055 | 696 | ||||||||||
(i) The proportional value of the result in OMIP, SGPS. includes the effect of the adjustment arising from changes to the financial statements of the previous year made after application of the equity method.
According to the current legislation in Portugal, any income and other positive equity fluctuations recognized as a result of the use of the equity method, should only be considered to distribution to shareholders when they occur as described in Note 13.
I
2,713,863 173,134
| 2024 | ||
|---|---|---|
| PROPORTION OF CAPITAL HELD (ASSETS) |
TOTAL | |
| Opening balance | 2,713,863 | 2,713,863 |
| Result appropriated by the equity method | 181,444 | 181,444 |
| Distribution of dividends by subsidiaries and associates | (139,002) | (139,002) |
| Other appropriation of changes in equity in subsidiaries (Note 13) |
4,625 | 4,625 |
| Devolution Supplementary Payments OMIP | (400) | (400) |
| Capital increase on subsidiaries | 178,000 | 178,000 |
| Closing balance | 2,938,531 | 2,938,531 |
| PROPORTION OF CAPITAL HELD (ASSETS) |
TOTAL | |
|---|---|---|
| Opening balance | 1,391,535 | 1,391,535 |
| Result appropriated by the equity method | 170,081 | 170,081 |
| Distribution of dividends by subsidiaries and associates | (73,805) | (73,805) |
| Other appropriation of changes in equity in subsidiaries (Note 13) |
(28,823) | (28,823) |
| Capital Reinforcement REN Trading | 3,100 | 3,100 |
| Devolution Supplementary Payments OMIP | (231) | (231) |
| Closing balance | 2,713,863 | 2,713,863 |
The investment in the subsidiary REN Atlântico, includes a Goodwill in the amount of 3,774 thousand euros, which is amortized for a period of 10 years starting in 1 January 2016.
Goodwill represents the difference between the amount paid on the acquisition of the participation in subsidiaries and the fair value of the equity of REN Atlântico, S.A. on the acquisition date, under the natural gas business unbundling process. As of 31 December 2024 and 2023, the amount is as follows:
| PERCENTAGE INTEREST HELD |
GOODWILL | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| ENTITY | YEAR OF ACQUISITION |
ACQUISITION COST |
% | AMOUNT | AMOUNT AT 01.01.2024 |
INCREASES | DECREASES | AMOUNT AT 31.12.2024 |
AMOUNT AT 31.12.2023 |
| REN Atlântico, Terminal de GNL, S.A. | 2006 | 32,580 | 100% | 28,806 | 755 | - | (377) | 377 | 755 |
I
accounts
II
The Company carried out an impairment test on Goodwill on 31 December 2024 and 2023, at the level of the cash-generating unit to which REN Atlântico corresponds. The activity of this company is subject to a concession contract and tariff regulation, so the recoverable amount was determined based on the value in use. The cash flow projections made, took into account the regulatory conditions expected for the remaining concession period (concession for a period of 40 years starting on September 26, 2006), with the cash inflows associated with the cash-generating unit corresponding to the regulatory remuneration on the net value of the underlying investments, which is decreasing over the projections from the end of the 2024 financial year until the end of the concession.
Cash flows were discounted, considering a discount rate that reflects the specific risk of the regulatory activity, of 5.3% (discount rate after tax of 4.2%).
| ASSUMPTIONS | ||||
|---|---|---|---|---|
| CASH GENERATION UNIT |
METHOD | CASH FLOW |
GROWING FACTOR |
DISCOUNTED RATE |
| REN Atlântico, Terminal de GNL, S.A. |
DFC (discounted cash flow) |
Operating flow projected to the remaining concession period |
The rate decrease according of average rate of assets depreciation |
5.3% (pre-tax) 4.2% (post-tax) |
The companies belonging to the REN Group are taxed based on the special regime for the taxation of group companies (RETGS). Consequently, estimated income tax, tax amounts withheld by third parties and corporate income tax paid in advance are recorded in the statement of financial position as accounts payable to and receivable from REN SGPS, in accordance with the movements made by its subsidiaries.
In accordance with current legislation, tax returns are subject to review and correction by the tax authorities for a period of four years (five years for Social Security), except when there are tax losses, tax benefits granted or tax inspections, claims or contestations in progress, in which case the period can be extended or suspended, depending on the circumstances. Consequently, the Company's tax returns for the years from 2021 to 2024 are still subject to review.
The Company's Board of Directors understands that any correction to the tax returns resulting from tax reviews /inspections carried out by the tax authorities will not have a significant effect on the financial statements as of 31 December 2024 and 2023.
The Company is taxed for Corporate Income Tax at 21% rate, increased by a (i) municipal surcharge up the maximum of 1.5% over the taxable profit; and a state surcharge of an additional (ii) 3% of taxable profit between 1,500 thousand euros and 7,500 thousand euros; (iii) of 5% over the taxable profit in excess of 7,500 thousand euros and up to 35,000 thousand euros; and (iv) 9% for taxable profits in excess of 35,000 thousand euros, which results in a maximum aggregate tax rate of 31.5%.
In the year ended 31 December 2024, the computation of the deferred taxes, was updated in accordance with Law 45-A/2024, of 31 December 2024, that established a Corporate Income Tax rate of 20%, increased by a municipal surcharge up the maximum of 1.5% over the taxable profit; and a State surcharge of an additional (i) 3% of taxable profit between 1,500 thousand euros and 7,500 thousand euros; (ii) of 5% over the taxable profit in excess of 7,500 thousand euros and up to 35,000 thousand euros; and (iii) 9% for taxable profits in excess of 35,000 thousand euros, which results in a maximum aggregate tax rate of 30.5%. The above taxes shall apply to taxable profits relating to taxation periods beginning on or after 1 January 2025.
The tax rate used in the valuation of temporary taxable and deductible differences as of 31 December 2024, were calculated using the average tax rate expected in accordance with future perspective of taxable profits of the Company recoverable in the next periods.
Income tax credit/ (expense) of the years ended 31 December 2024 and 2023 was as follows:
| 2024 | 2023 | |
|---|---|---|
| Current tax | 7,031 | 793 |
| Adjustments relating to previous years income tax | 3,962 | (9,261) |
| Deferred tax | (46) | 291 |
| Credit/ (cost) Income tax | 10,947 | (8,176) |
The reconciliation of current income tax as of 31 December 2024 and 2023 is as follows:
| 2024 | 2023 | |
|---|---|---|
| Profit before income tax | 146,760 | 159,150 |
| Permanent differences: | ||
| Non tax deductible costs | 39,584 | 16,234 |
| Non taxable income | (181,830) | (173,259) |
| Timing differences: | ||
| Provisions and impairments | (164) | 286 |
| Derivative Financial Instruments | (40) | 1,007 |
| Taxable profit | 4,311 | 3,418 |
| Cost/ (credit) of income tax at the rate of 21% | 905 | 718 |
| State surcharge tax | 84 | 58 |
| Municipal taxation | 65 | 51 |
| Autonomous taxation | 59 | 69 |
| Income tax from previous years | 5 | 1 |
| Adjustment net financial costs | (8,149) | (1,691) |
| Current tax | (7,031) | (793) |
| Deferred tax | 46 | (291) |
| Adjustments relating to prior years income tax | (3,962) | 9,261 |
| Credit/ (cost) Income tax | 10,947 | (8,176) |
| Efective rate | -7.5% | 5.1% |
The non-taxable income relates essentially to gains obtained from the application of the equity method to the valuation of investments in subsidiaries and associates.
The amount of 8,149 thousand euros on 31 December 2024 reflects the adjustment of net financing costs.
The amount of 3,962 thousand euros, at 31 December 2024, refers essentially to a reimbursement of 2010 state surcharge tax.
I
II Consolidated and individual accounts
The amounts of deferred tax assets and liabilities as of 31 December 2024 and 2023, in accordance with the underlying temporary differences are as follows:
| 31 DECEMBER |
|||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | INCREASE/ (DECREASE) IN THE PERIOD |
|||||
| NATURE | BASE | DEFERRED TAX |
BASE | DEFERRED TAX |
RESULTS | EQUITY (NOTES 11 AND 12) |
|
| Deferred tax assets: | |||||||
| Restructuring provision | 121 | 27 | 285 | 64 | (37) | - | |
| Provision for post employment benefits | 14 | 3 | 13 | 4 | - | - | |
| Derivative financial instruments - Fair Value | 299 | 67 | 39 | 9 | 58 | - | |
| Fair value of assets | - | 2 | - | - | - | (2) | |
| 433 | 99 | 337 | 76 | 21 | (2) | ||
| Deferred tax liabilities: | |||||||
| Derivative financial instruments - Cash Flow | 27,568 | 6,203 | 47,498 | 10,687 | - | 4,484 | |
| Derivative financial instruments - Fair value | 400 | 90 | 101 | 23 | (67) | - | |
| Fair value of assets | - | - | 13,010 | 1,890 | - | 1,890 | |
| 27,968 | 6,293 | 60,609 | 12,600 | (67) | 6,375 | ||
| Deferred tax | (46) | 6,373 |
I
II
Trade receivables and other receivables at 31 December 2024 and 2023 are as follows:
| 2024 | 2023 | |
|---|---|---|
| Non current: | ||
| Group companies - Shareholders loans (Note 25) | 855,000 | 955,000 |
| Current: | ||
| Group companies - Shareholders loans (Note 25) | 270,000 | 34,500 |
| Group companies - Treasury management (Note 25) | 151,373 | 674,628 |
| Group companies - RETGS (Note 25) | 23,481 | 25,110 |
| Group companies - Interest receivable from shareholders loans (Note 25) |
17,823 | 14,219 |
| Group companies - Other debtors (Note 25) | 9,355 | 3,072 |
| Group companies - Other income accruals (Note 25) | 747 | 3,591 |
| Other | 42,621 | 42,618 |
| 515,399 | 797,738 | |
| 1,370,399 | 1,752,738 |
As of 31 December 2024, the Company made shareholders loans to its subsidiaries in the total amount 1,125,000 thousand euros (989,500 thousand euros as of 31 December 2023), which terms and conditions reflect actual market conditions.
On 17 December 2024, the Company decided to approve capital increases in its subsidiaries REN - Rede Eléctrica Nacional, S.A., REN Atlântico - Terminal de GNL, S.A. and REN Serviços, S.A., in the amounts of 120,000,000 euros, 28,000,000 euros and 30,000,000 euros, respectively, by converting credits held by the Company into share capital.
The Company agreed a Central Cash pooling agreement. This agreement is valid for annual periods, renewable for equal periods, with market conditions.
The caption "Other receivables – Group companies - RETGS" includes income tax charged to subsidiaries resulting from the adoption of the Corporate Income Tax special regime for taxation of groups companies.
The caption "Other" includes the amount of 42,452 thousand euros, as an advance on profits, as mentioned in note 13.
The caption "Other financial assets" as of 31 December 2024 and 2023 is as follows:
| 2024 | 2023 | |
|---|---|---|
| Non current: | 15 | 18 |
| Labor compensation fund | 15 | 18 |
| Other financial assets | 15 | 18 |
At 31 December 2024 and 2023, the Company had the following derivative financial instruments negotiated:
| NOCIONAL | ASSETS | LIABILITIES | |||||
|---|---|---|---|---|---|---|---|
| CURRENT | NON-CURRENT | CURRENT | NON-CURRENT | ||||
| Derivatives designated as cash flow hedges: | |||||||
| Interest rate swaps | 600,000 tEUR | 1,554 | 28,642 | - | - | ||
| 1,554 | 28,642 | - | - | ||||
| Derivatives designated as fair value hedges: | |||||||
| Interest rate swaps | 600,000 tEUR | - | - | 3,477 | 30,740 | ||
| - | - | 3,477 | 30,740 | ||||
| Derivative financial instruments | 1,554 | 28,642 | 3,477 | 30,740 |
31 DECEMBER 2023
| ASSETS | LIABILITIES | |||||
|---|---|---|---|---|---|---|
| NOTIONAL | CURRENT | NON-CURRENT | CURRENT | NON-CURRENT | ||
| Derivatives designated as cash flow hedges | ||||||
| Interest rate swaps | 900,000 tEUR | 7,748 | 45,745 | - | - | |
| Currency and interest rate swaps | 10,000,000 tJPY | - | - | 8,601 | - | |
| 7,748 | 45,745 | 8,601 | - | |||
| Derivatives designated as fair value hedges | ||||||
| Interest rate swaps | 600,000 tEUR | - | - | - | 52,006 | |
| - | - | - | 52,006 | |||
| Trading derivatives | 60,000 tEUR | 871 | - | - | - | |
| Derivative financial instruments | 8,619 | 45,745 | 8,601 | 52,006 |
I
II
Consolidated
and
individual
accounts
The valuation of the derivatives financial instruments portfolio is based on fair value valuations made by external entities.
The amount recorded in this caption relates to eight interest rate swap contracts contracted by REN SGPS in order to hedge the risk of interest rate fluctuation (Note 3.16).
Counterparties to derivative contracts are international financial institutions with a solid credit rating and first-rate national institutions.
For the purpose of the effectiveness tests of the designated hedging relationships, REN applies the dollar offset method and the linear regression statistical method as methodologies. The effectiveness ratio is given by comparing the changes in fair value of the hedging instrument with the changes in fair value of the hedged item (or hypothetical derivative instrument simulating the conditions of the hedged item).
For the purpose of calculating ineffectiveness, the total change in fair value of the hedging instruments is considered.
The disclosed amount includes receivable or payable accrued interest, at 31 December 2024 related to these financial instruments, in the net amount payable of 2,021 thousand euros (at 31 December 2023 it was 1,591 thousand euros payable).
The characteristics of the derivative financial instruments negotiated at 31 December 2024 and 2023 were as follows:
| FAIR VALUE AT |
|||||||
|---|---|---|---|---|---|---|---|
| NOTIONAL | CURRENCY | REN PAYS |
REN RECEIVES |
MATURITY | 31.12.2024 | 31.12.2023 | |
| Derivatives designated as cash flow hedges: | |||||||
| Interest rate swaps | 600,000 tEUR | EUR | [0.051%;1.266%] | [Eur3m;Eur6m] | [feb-2025; apr-2029] |
30,196 | 53,492 |
| Currency and interest rate swaps | 10,000,000 tJPY | JPY | [Eur6m;+2.19%] | 2.71% | [jun-2024] | - | (8,601) |
| 30,196 | 44,891 | ||||||
| Derivatives designated as fair value hedges: | |||||||
| Interest rate swaps | 300,000 tEUR | EUR | [Eur6m] | [0.611%;0.6285%] | [feb-2025] | (3,477) | (11,748) |
| Interest rate swaps | 300,000 tEUR | EUR | [Eur6m] | [-0.095%] | [apr-2029] | (30,740) | (40,258) |
| (34,218) | (52,006) | ||||||
| Derivatives designated as trading: | |||||||
| Interest rate swaps | 60,000 tEUR | EUR | [0.99%] | [Eur6m] | [jun-2024] | - | 871 |
| - | 871 | ||||||
| Total | (4,021) | (6,244) |
2023
The periodicity of the cash flows, paid and received, from the derivative financial instrument's portfolio is semi-annual and annual for cash flow hedging contracts, semi-annual and annual for fair value hedging contracts and semi-annual for the trading derivative.
The breakdown of the notional of derivatives at 31 December 2024 and 2023 is presented in the following table:
| 2024 | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | 2029 | FOLLOWING YEARS |
TOTAL | |
| Interest rate swaps designated as cash flow hedges | 300,000 | - | - | - | 300,000 | - | 600,000 |
| Interest rate swaps designated as fair value hedges | 300,000 | - | - | - | 300,000 | - | 600,000 |
| Total | 600,000 | - | - | - | 600,000 | - | 1,200,000 |
| 2024 | 2025 | 2026 | 2027 | 2028 | FOLLOWING YEARS |
TOTAL | |
|---|---|---|---|---|---|---|---|
| Interest rate swaps designated as cash flow hedges | 300,000 | 300,000 | - | - | - | 300,000 | 900,000 |
| Currency rate and interest rate swaps designated as cash flow hedges | 72,899 | - | - | - | - | - | 72,899 |
| Interest rate swaps designated as fair value hedges | - | 300,000 | - | - | - | 300,000 | 600,000 |
| Trading derivatives | 60,000 | - | - | - | - | - | 60,000 |
| Total | 432,899 | 600,000 | - | - | - | 600,000 | 1,632,899 |
The Company hedges the interest rate risk associated with the fluctuation of the market interest rate index (Euribor) on a portion of future debt interest payments through the designation of interest rate swaps, in order to transform floating rate payments into fixed rate payments.
At 31 December 2024, the Group has a total of six cash flow hedging interest rate swap contracts for a total amount of 600,000 thousand euros (as of 31 December 2023 it was 900,000 thousand euros). The hedged risk is the variable rate index associated to the interest payments of the loans Credit risk is not being hedged.
The fair value of the interest rate swaps, at 31 December 2024, is positive 30,196 thousand euros (at 31 December 2023 it was positive 53,492 thousand euros).
Of the derivatives described above, four contracts in a total amount of 600,000 thousand euros (at 31 December 2023 it was 600,000 thousand euros) are designated to hedge an aggregated exposure composed by the net effect of floating rate debt and interest rate swaps designated as fair value hedging instruments.
The amount recognised in reserves, relating to the cash flow hedges referred to above, was 27,568 thousand euros (at 31 December 2023 it was 49,268 thousand euros).
The hedged instruments of cash flow hedging relationships present the following conditions:
| MATURITY | HEDGED CAPITAL |
INTEREST RATE |
HEDGED OUTSTANDING AMOUNT AT 2024 |
HEDGED OUTSTANDING AMOUNT AT 2023 |
NOTE | |
|---|---|---|---|---|---|---|
| Cash Flow Covered Instruments: | ||||||
| Banco Europeu de Investimento (BEI) Loan | 16.12.2024 | 300,000 tEUR | Eur3m | - | 301,068 | Note 15 |
| Bonds (Euro Medium Term Notes)7 | 12.02.2025 | 300,000 tEUR | 2.50% | 306,574 | 306,281 | Note 15 |
| Bonds (Euro Medium Term Notes)8 | 16.04.2029 | 300,000 tEUR | 0.50% | 299,675 | 299,353 | Nota 15 |
The Company hedged the exchange rate risk of the 10,000 million yens bond issued through a cross currency swap with the main characteristics similar to the bond with regard to exchange rate risk. Credit risk is not hedged.
As at 31 December 2024, the company has no cross currency and interest rate swap contracts (at 31 December 2023 it was 8,601 thousand euros negative).
Changes in the fair value of the hedging instrument are also being recorded in the hedge reserves in equity, with the exception of:
7 This hedged instrument is designated jointly with derivatives of fair value hedging amounting to 300,000 thousands euros (see conditions in the table above) in a hedge of an aggregate exposure to Euribor 6 months in the period from 2023 to 2025 and, as such, eligible for cash flow coverage.
8 This hedged instrument is designated jointly with derivatives of fair value hedging amounting to 300,000 thousands euros (see conditions in the table above) in a hedge of an aggregate exposure to Euribor 6 months in the period from 2023 to 2029 and, as such, eligible for cash flow coverage.
The movements recorded in the statement of comprehensive income through the application of cash flow hedges were as follows:
| CASH FLOW HEDGING INSTRUMENTS | CHANGE IN THE FAIR VALUE OF HEDGING INSTRUMENTS (i) |
OF WHICH: EFFECTIVE AMOUNT RECORDED IN HEDGE RESERVES |
HEDGING INEFFICIENCY RECORDED IN PROFIT FOR THE YEAR |
COVERAGE RESERVE RECLASSIFICATIONS TO RESULTS FOR THE YEAR |
|---|---|---|---|---|
| Swaps of interest rate | (21,700) | (21,700) | - | - |
| Swaps of exchange and interest rate | 8,551 | 1,770 | (2,151) | 8,932 |
| (13,149) | (19,930) | (2,151) | 8,932 |
2023
| CASH FLOW HEDGING INSTRUMENTS | CHANGE IN THE FAIR VALUE OF HEDGING INSTRUMENTS (i) |
OF WHICH: EFFECTIVE AMOUNT RECORDED IN HEDGE RESERVES |
HEDGING INEFFICIENCY RECORDED IN PROFIT FOR THE YEAR |
COVERAGE RESERVE RECLASSIFICATIONS TO RESULTS FOR THE YEAR |
|---|---|---|---|---|
| Swaps of interest rate | (29,048) | (29,048) | - | - |
| Swaps of exchange and interest rate | (7,680) | 195 | (748) | (7,126) |
| (36,728) | (28,854) | (748) | (7,126) |
(i) Does not include accrued interest.
The movements recorded in the hedging reserve were as follows:
| FAIR VALUE |
DEFERRED TAXES IMPACT (NOTE 9) |
HEDGING RESERVES |
|
|---|---|---|---|
| 1 January 2023 | 76,352 | (17,179) | 59,172 |
| Changes in fair value and ineffectiveness | (28,854) | 6,492 | (22,362) |
| 31 December 2023 | 47,498 | (10,687) | 36,811 |
| 1 January 2024 | 47,498 | (10,687) | 36,811 |
| Changes in fair value and ineffectiveness | (19,930) | 4,484 | (15,446) |
| 31 December 2024 | 27,568 | (6,203) | 21,365 |
426
I
II
Consolidated
and
individual
accounts
| Fair value |
hedge |
|---|---|
| --------------- | ------- |
The Company hedges the interest rate risk associated with the fluctuation of the market interest rate index (Euribor) on the fair value of interest payments on fixed-rate debt by negotiating interest rate swaps where it pays a variable rate and receives a fixed rate in order to convert fixed-rate debt payments into variable-rate payments.
At 31 December 2024, the Company has a total of four fair value hedging derivative contracts amounting to 600,000 thousand euros (as of 31 December 2023 it was 600,000 thousand euros). The hedged risk corresponds to the change in fair value of debt issues attributable to movements in the market interest rate index (Euribor). Credit risk is not being hedged. At 31 December 2024, the fair value of interest rate swaps designated as fair value hedging instruments was negative 34,218 thousand euros (as of 31 December 2023 it was negative 52,006 thousand euros).
Changes in the fair value of hedged items arising from interest rate risk are recognised in the income statement in order to offset changes in the fair value of the hedging instrument, which are also recognised in the income statement.
The hedged items of fair value hedging relationships have the following conditions:
| 2024 | |
|---|---|
| MATURITY | HEDGED CAPITAL |
INTEREST RATE |
OUTSTANDING AMOUNT |
THERE OF FAIR VALUE ADJUSTMENTS |
VARIATION | NOTE | |
|---|---|---|---|---|---|---|---|
| Fair value hedged Instruments: | |||||||
| Bonds (Euro Medium Term Notes) | 12.02.2025 | 300,000 tEUR | 2.50% | 305,178 | 1,396 | (7,505) | Note 15 |
| Bonds (Euro Medium Term Notes) | 16.04.2029 | 300,000 tEUR | 0.50% | 271,402 | 28,273 | (9,098) | Note 15 |
| 29,669 | (16,603) |
| Fair value hedged Instruments: | MATURITY | HEDGED CAPITAL |
INTEREST RATE |
OUTSTANDING AMOUNT |
THERE OF FAIR VALUE ADJUSTMENTS |
VARIATION | NOTE |
|---|---|---|---|---|---|---|---|
| Bonds (Euro Medium Term Notes) | 12.02.2025 | 300,000 tEUR | 2.50% | 297,380 | 8,901 | (8,084) | Note 15 |
| Bonds (Euro Medium Term Notes) | 16.04.2029 | 300,000 tEUR | 0.50% | 261,981 | 37,372 | (18,527) | Note 15 |
| 46,273 | (26,611) |
In 2024, the change in fair value of the debt related to interest rate risk recognized in the income statement was negative 16,603 thousand euros (at 31 December 2023 it was negative 26,611 thousand euros), resulting in an ineffective component, after considering the effect of the hedged items in the income statement, of approximately positive 40 thousand euros (at 31 December 2023 it was negative 1,007 thousand euros). The ineffectiveness recognized is related to the effect of the fixed leg spread of the hedging instruments that is not reflected in the hedged item.
The movements recorded in the statement of comprehensive income through the application of fair value hedges were as follow:
| 2024 | |
|---|---|
| CASH FLOW HEDGING INSTRUMENTS | HEDGING INEFFICIENCY RECORDED IN PROFIT FOR THE YEAR |
| Swaps of interest rate | 40 |
| 2023 | |
| CASH FLOW HEDGING INSTRUMENTS | HEDGING INEFFICIENCY RECORDED IN PROFIT FOR THE YEAR |
| Swaps of interest rate | (1,007) |
The Company negotiated an interest rate swap, with a starting date in 2019 and maturity in 2024, which pays fixed rate and receives variable rate. This instrument, although not designated as hedge accounting considering IFRS 9 criteria, is currently hedging the effect of the ineffectiveness of the cash flow hedge of the interest and exchange rate risks of the bond issue in Yens, relative to the fluctuation of interest rates for the hedging period (see Cash Flow Hedge – Interest and Exchange Rate Swaps).
Following the maturity of this trading derivative during 2024, it is no longer included in the trading portfolio (on 31 December 2023 the fair value was a positive 871 thousand euros). The credit risk was not being hedged.
Changes in the fair value of the trading derivative are recorded directly in the income statement. The impact in the income statement, as of 31 December 2024, related to the effect of the fair value of the trading derivative was negative 842 thousand euros (as of 31 December 2023 it was negative 1,205 thousand euros).
The assets recognized in this caption at 31 December 2024 and 2023 corresponds to equity interests held on strategic entities in the electricity and gas market, which can be detailed as follows:
| HEAD OFFICE |
% OWNED |
BOOK VALUE |
||||
|---|---|---|---|---|---|---|
| CITY | COUNTRY | 2024 | 2023 | 2024 | 2023 | |
| OMEL - Operador del Mercado Ibérico de Energia (Polo Espanhol) |
Madrid | Spain | 10.00% | 10.00% | 3,167 | 3,167 |
| Hidroeléctrica de Cahora Bassa |
Maputo | Mozambique | 7.50% | 7.50% | 44,920 | 51,410 |
| 48,087 | 54,577 |
The changes in this caption were as follows:
| OMEL | HCB | TOTAL | |
|---|---|---|---|
| 1 January 2023 | 3,167 | 54,074 | 57,241 |
| Fair value adjustments | - | (2,664) | (2,664) |
| 31 December 2023 | 3,167 | 51,410 | 54,577 |
| 1 January 2024 | 3,167 | 51,410 | 54,577 |
| Fair value adjustments | - | (6,490) | (6,490) |
| 31 December 2024 | 3,167 | 44,920 | 48,087 |
I
REN SGPS holds 7.5% representative shares of Hidroeléctrica de Cahora Bassa S.A., Mozambican company, transmitted following the contract signed at 9 April 2012, between REN, Parpublica – Participações Públicas, SGPS, S.A. (Parpublica), CEZA – Companhia Eléctrica do Zambeze, S.A. and EDM – Electricidade de Moçambique, EP for the acquisition from Parpublica of 2,060,661,943 shares, representing 7.5% of the capital and voting rights of HCB. This participation was initially recorded at its acquisition cost (38,400 thousand euros) and subsequently adjusted to its fair value (Note 27).
As of 31 December 2024, REN SGPS holds an interest in OMEL, Operador del Mercado Ibérico, S.A. (OMEL). In the process to create the Sole Operator of the Iberian Electricity Market (OMI) and in accordance with the Agreement between the Portuguese Republic and the Kingdom of Spain regarding the creation Iberian electric energy market, REN SGPS acquired 10% of the shares of OMEL for 3,167 thousand euros.
As there are no available market price for the above referred investment (OMEL), and as it is not possible to determine the fair value using comparable transactions, this investment is recorded at acquisition cost deducted by impairment losses.
At this date, no evidences of impairment losses related with OMEL exist.
Adjustments to the fair value investments in equity instruments at fair value for other comprehensive income are recorded in equity under the caption "fair value reserve", which as of 31 December 2024 and 2023 presents the following amounts:
| FAIR VALUE RESERVE |
|
|---|---|
| 1 January 2023 | 12,493 |
| Changes in fair value | (2,664) |
| Fiscal effect (Note 9) | 1,291 |
| 31 December 2023 | 11,120 |
| 1 January 2024 | 11,120 |
| Changes in fair value | (6,490) |
| Fiscal effect (Note 9) | 1,892 |
| 31 December 2024 | 6,522 |
The dividends distributed are detailed in Note 24.
As of 31 December 2024, the Company's subscribed and paid-up capital was made up of 667,191,262 shares with nominal value of 1 euro each.
Share capital at 31 December 2024 and 2023 is detailed as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| NUMBER OF SHARES |
SHARE CAPITAL |
NUMBER OF SHARES |
SHARE CAPITAL |
|
| Share capital | 667,191.262 | 667,191 | 667,191.262 | 667,191 |
The caption "Other changes in equity", as at 31 December 2024 and 2023, amounts to 5,561 thousand euros.
The main shareholders at 31 December 2024 and 2023 and were as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| SHARES | % | SHARES | % | |
| State Grid Corporation of China |
166,797.815 | 25.0 | 166,797.815 | 25.0 |
| Pontegadea Inversiones S.L. |
80,100.000 | 12.0 | 80,100.000 | 12.0 |
| Lazard Asset Management LLC |
51,346.447 | 7.7 | 51,105.111 | 7.7 |
| Fidelidade - Companhia de Seguros, S.A. |
35,496.424 | 5.3 | 35,496.424 | 5.3 |
| Redeia Corporación, S.A. | 33,359.563 | 5.0 | 33,359.563 | 5.0 |
| Own shares | 3,881.374 | 0.6 | 3,881.374 | 0.6 |
| Free float | 296,209.639 | 44.4 | 296,450.975 | 44.4 |
| 667,191.262 | 100.0 | 667,191,262 | 100.0 |
At 31 December 2024 and 2023, the Company had the following own shares:
| NUMBER OF SHARES |
PERCENTAGE OF CAPITAL |
AMOUNT | |
|---|---|---|---|
| Own shares | 3,881.374 | 0.6% | 10,728 |
There were no purchases or sales of own shares in the year ended 31 December 2024 and 2023.
In accordance with the Commercial Company Code (Código das Sociedades Comerciais) REN SGPS must permanently ensure the existence of sufficient equity reserves to cover the value of own shares, in order to limit the amount of reserves available for distribution.
Following the capital increase in 2017, REN SGPS recorded an amount of 116,809 thousand euros in the "Shares premium" caption.
In accordance with the Commercial Company Code (Código das Sociedades Comerciais) the Company must transfer a minimum of 5% of its annual net profit to a legal reserve until the reserve reaches 20% of share capital. The legal reserve cannot be distributed to the shareholders but may in certain circumstances be used to increase capital or to absorb losses after all the other reserves have been used up.
At 31 December 2024 the caption "Legal reserve" amounted to 141,378 thousand euros (141,378 thousand euros as of 31 December 2023).
The caption "Other Reserves" includes changes in the fair value of investments in equity instruments at fair value for other comprehensive income, derivative financial instruments hedging cash flows and other reserves.
In accordance with the Commercial Company Code, increases resulting from the adoption of fair value can only be distributed to shareholders when the assets or liabilities that originated the fair value are sold, executed, extinguished, liquidated or when they are used. As of 31 December 2024, the Company has in Equity the amount of 27,887 thousand euros positive (47,931 thousand euros positive in 2023) related to reductions arising from the application of fair value, namely: (i) fair value reserve of Investments in equity instruments at fair value for other comprehensive income in the amount of 6,522 thousand euros positive (Note 12) and (ii) the hedge reserve of derivative financial instruments in the amount of 21,365 thousand euros positive (Note 11).
The caption "Other Reserves" includes free reserves in the amount of 180,190 thousand euros. This caption is increased with the application of net profits, being eligible for distribution to the shareholders, except for the limitation set on the Commercial Company Code in relation to own shares and income from the application of the equity method.
The caption "Adjustments to financial assets" reflects changes in the subsidiaries equity when applying the equity method.
At 31 December 2024 this caption amounted to 72,407 thousand euros negative (77,032 thousand euros negative as of 31 December 2023). The change in the amount of 4,625 thousand euros (Note 7) includes mainly the (i) the effect of equity changes of REN – Rede Eléctrica Nacional, S.A., due to the recognition of actuarial gains and losses of the year in the total amount of 2,132 thousand euros negative; (ii) the effect of the fair value changes in the fair value of REN Serviços, S.A. due to the changes in the fair value of Redeia Corporación in the amount of 7,541 thousand euros negative; (iii) the effect of exchange rate variations on the financial investments held by REN Serviços in Transemel and Electrogas, appropriated by the equity method by the Company, which in 2024 amounted to 275 thousand euros positive and; iv) the effect of the incorporation of the result of REN Trading, S.A. resulting from the merger into REN - Rede Eléctrica Nacional, S.A. on 1 August 2024, in the amount of 4,773 thousand euros positive.
In accordance with the Portuguese legislation, income and other positive equity changes recognized as a result of the equity method can only be distributed to shareholders when paid-up. The Portuguese legislation establishes that the difference between the equity method gains and the amount of paid or deliberated dividends are equivalent to legal reserve (Note 7).
On 9 May 2024, the General Meeting approved the distribution of dividends to shareholders, based on the result for the 2023 financial year, in the amount of 102,747 thousand euros (0.154 euros per share), including the dividend attributable to own shares in the amount of 597 thousand euros, with the amount of 102,150 thousand euros having been paid to shareholders (the amount of 42,452 thousand euros paid in 2023, as an advance on profits, and the amount of 59,698 thousand euros in 2024).
In line with the strategic plan announced by the company on 14 May 2021, the Board of Directors of REN - Redes Energéticas Nacionais, SGPS, S.A. approved, on 29 November 2024, the payment of dividends, as an advance on profits, in the amount of 42,452 thousand euros (0.064 euros) per share, which took place on 20 December 2024 (Note 10).
On 27 April 2023, the General Meeting approved the distribution of dividends to shareholders, based on the result for the 2022 financial year, in the amount of 102,747 thousand euros (0.154 euros per share), including the dividend attributable to own shares in the amount of 597 thousand euros, with the amount of 102,150 thousand euros having been paid to shareholders (the amount of 42,452 thousand euros paid in 2022, as an advance on profits, and the amount of 59,698 thousand euros in 2023).
At 31 December 2024 and 2023, the Company had given the following bank guarantees:
| BENEFICIARY | OBJECT | 2024 | 2023 |
|---|---|---|---|
| European Investment Bank | For loan outstanding balances | 147,929 | 183,427 |
| Tax Authorithies | Ensure the suspension of tax enforcement proceedings |
16,890 | 22,219 |
| 164,819 | 205,646 |
The guarantees given have the following maturities:
| LESS 1 YEAR |
1 - 5 YEARS |
OVER 5 YEARS |
TOTAL | |
|---|---|---|---|---|
| Guarantees on borrowing | 37,653 | 87,665 | 22,611 | 147,929 |
| Other guarantees | - | - | 16,890 | 16,890 |
| 37,653 | 87,665 | 39,501 | 164,819 |
| LESS 1 YEAR |
1 - 5 YEARS |
OVER 5 YEARS |
TOTAL | |
|---|---|---|---|---|
| Guarantees on borrowing | 37,368 | 104,705 | 41,354 | 183,427 |
| Other guarantees | - | - | 22,219 | 22,219 |
| 37,368 | 104,705 | 63,573 | 205,646 |
At 31 December 2024 and 2023 the captions "Provisions" were made up as follows:
| 2024 | 2023 | ||||
|---|---|---|---|---|---|
| OTHER PROVISIONS |
TOTAL | INVESTMENTS (NOTE 7) |
OTHER PROVISIONS |
TOTAL | |
| Non current: | |||||
| Opening balance | 2,213 | 2,213 | 3,054 | 574 | 3,628 |
| Increases | 121 | 121 | - | 2,213 | 2,213 |
| Utilizations | (285) | (285) | (3,054) | (574) | (3,628) |
| Reversions | (256) | (256) | - | - | - |
| Closinging balance |
1,793 | 1,793 | - | 2,213 | 2,213 |
| 1,117,049 | 921,909 |
|---|---|
| 2,732,434 | 2,942,425 |
The Company agreed a central cash pooling agreement with its subsidiaries. This agreement is valid for one year and is renewable for equal periods. The terms and conditions of this agreement are market conditions.
The borrowings are detailed, in terms of maturity (current and non-current) and nature, as of 31 December 2024 and 2023 as follows:
| 2024 | 2023 | |
|---|---|---|
| NON-CURRENT | ||
| Commercial paper | 250,000 | 550,000 |
| Bank loans | 465,090 | 384,479 |
| Finance leases (Note 6) | 299 | 217 |
| Group Companies - Bonds (Note 25) | 903,888 | 1,088,095 |
| Other deferred borrowing costs | (1,044) | (991) |
| Other deferred borrowing costs - Group companies (Note 25) | (2,849) | (1,285) |
| 1,615,384 | 2,020,515 | |
| CURRENT | ||
| Commercial paper | 320,000 | 556,000 |
| Group Companies - Commercial Paper (Note 25) | 197,900 | 203,900 |
| Bonds | - | 63,967 |
| Group Companies - Bonds (Note 25) | 500,000 | - |
| Bank loans | 69,389 | 68,821 |
| Bank overdrafts (Note 4) | 500 | - |
| Finance leases (Note 6) | 133 | 114 |
| Group Companies - Interests and other similar costs (Note 25) | 32,476 | 25,533 |
| Interest payable | 1,174 | 5,382 |
| Other deferred borrowing costs | (3,984) | (3,023) |
| Other deferred borrowing costs - Group companies (Note 25) | (539) | 1,215 |
| 1,117,049 | 921,909 | |
| 2,732,434 | 2,942,425 |
On 31 December 2024, the item "Provisions" refers to: (i) a provision for the restructuring process underway in the company in the amount of 121 thousand euros, and (ii) a provision for other risks and contingencies in the remaining amount.
At 31 December 2024 and 2023 the captions "Trade payables" and "Other payables" were made up as follows:
| 2024 | 2023 | |
|---|---|---|
| CURRENT | ||
| Trade payables: | ||
| Group (Note 25) | 110 | 10 |
| National | 351 | 297 |
| Foreign | 124 | 176 |
| 585 | 483 | |
| Other payables: | ||
| Capex suppliers | - | 1 |
| Group companies - RETGS (Note 25) | 5,744 | 8,592 |
| Group companies - Treasury management (Note 25) | 66,711 | 32,184 |
| Group companies - Advance on profits (Note 25) | - | 35,400 |
| Accrued costs: | ||
| Remunerations | 280 | 487 |
| Others | 3,387 | 3,683 |
| Other Creditors: | ||
| Group (Note 25) | 3,006 | 3,260 |
| Others | 245 | 2,162 |
| 79,372 | 85,770 | |
| 79,957 | 86,253 | |
| 432 | |
|---|---|
| FOLLOWING | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | 2029 | YEARS | TOTAL | |
| Debt - Non current | - | 194,836 | 64,454 | 58,635 | 183,576 | 213,889 | 715,389 |
| Debt - Current | 390,023 | - | - | - | - | - | 390,023 |
| 390,023 | 194,836 | 64,454 | 58,635 | 183,576 | 213,889 | 1,105.412 |
| 2025 | 2026 | 2027 | 2028 | 2029 | FOLLOWING YEARS |
TOTAL | |
|---|---|---|---|---|---|---|---|
| Commercial paper | 197,900 | - | - | - | - | - | 197,900 |
| Bonds | 500,000 | - | 35,000 | 300,000 | 268,888 | 300,000 | 1,403.888 |
| 697,900 | - | 35,000 | 300,000 | 268,888 | 300,000 | 1,601.788 |
In 2024, REN SGPS, together with REN Finance B.V., issued 300,000 thousand euros in fixed-rate green bonds and repaid the bond with 10,000,000 thousand yen.
In December 2024, the Company made the second disbursement of the first instalment of the 'green financing' contract signed with the European Investment Bank in December 2022, in the amount of 150,000 thousand euros.
As at 31 December 2024, the first tranche, in the amount of 300,000 thousand euros, has been fully used up, with 150,000 thousand euros still to be disbursed in relation to the second tranche of the 'green financing', which was signed in January 2023.
Bank loans consist of loans contracted with the European Investment Bank, which on 31 December 2024 amounted to 534,479 thousand euros (on 31 December 2023 it was 453,300 thousand euros).
As a result of the fair value hedging amounting to 600,000 thousand euros made on debt issues (Note 11), the change in the fair value of these issues related to interest rate risk directly in profit and loss amounting to negative 16,603 thousand euros was recognized. (on 31 December 2023 it was negative 26,611 thousand euros).
Subscribed within the Group, the Company had, on 31 December 2024, issued commercial paper in the amount of 197,900 thousand euros (on 31 December 2023 it was 203,900 thousand euros) and held bond loans contracted in the amount of 1,402,266 thousand euros (on 31 December 2023 it was 1,088,095 thousand euros). The financial conditions of these loans are in line with market conditions.
As of 31 December 2024, the Company has eleven commercial paper programs, in the amount of 2,225,000 thousand euros, with 1,655,000 thousand euros available. Of the total value of commercial paper programs, 1,025,000 thousand euros are guaranteed to be placed.
434
The Company also holds 80,000 thousand euros in contracted credit lines, with an available ceiling of 79,530 thousand euros with maturities of up to one year, which are automatically renewable periodically (if they are not reported in the contractually stipulated period for that purpose), of which 70,000 thousand euros concern two grouped lines that can be used in their entirety and alternately by several companies in the group.
The Company's financial liabilities have the following main types of covenants: Cross default, Pari Passu, Negative Pledge, Leverage and Gearing ratios.
Financing entered into with the European Investment Bank also includes covenants related to rating ratings and other financial ratios in which the Company may be called upon to provide an acceptable guarantee to the European Investment Bank in the event of rating ratings or financial ratios below the stipulated levels.
As of 31 December 2024, the REN Group complies with all covenants to which it is contractually bound.
The Company and its subsidiaries are parties to some financing and debt issuance contracts, which include clauses on changes in control typical of this type of transaction (covering, albeit not expressly, changes in control as a result of takeover bids) and essential for the completion of such transactions in the respective market context. In any case, the practical application of these clauses is limited considering the legal restrictions on the ownership of REN shares. According to legal rules on competition, contractual terms and usual market practices, neither REN nor its counterparties in financing contracts are authorized to disclose other information regarding the characteristics of the respective financing operations.
At 31 December 2024 and 2023 the caption "State and other public entities" is detailed as follows:
| 2024 | 2023 | |
|---|---|---|
| CURRENT ASSETS | ||
| Income tax | - | 26,808 |
| Other taxes | - | 1 |
| State and other public entities - Asset | - | 26,809 |
| CURRENT LIABILITIES | 2024 | 2023 |
| Income tax | 575 | - |
| VAT payable | 340 | 276 |
| Withholding tax | 126 | 137 |
| Social Security | 87 | 116 |
| State and other public entities - Liability | 1,127 | 529 |
REN Group companies belong to the special tax regime for groups of companies (RETGS), in terms of Corporate Income Tax (Note 9).
The revenue recognized by the Company in the year ended 31 December 2024 and 2023 was as follows:
| 2024 | 2023 | |
|---|---|---|
| Services rendered | ||
| Technical and admninistrative management of REN Group (Note 25) |
10,780 | 12,123 |
| Technical and admninistrative management of other related parties (Note 25) |
12 | 3 |
| 10,793 | 12,126 |
The gains and losses from subsidiaries and associates in the years ended 31 December 2024 and 2023 are detailed as follows:
| 2024 | 2023 | |
|---|---|---|
| Subsidiaries: | ||
| REN - Rede Eléctrica Nacional, S.A. | 126,817 | 93,171 |
| REN Serviços, S.A. | 38,484 | 35,001 |
| REN Finance, B.V. | 8,496 | 18,610 |
| RENTELECOM Comunicações, S.A. | 3,699 | 3,522 |
| REN Atlântico, Terminal de GNL, S.A., | 3,095 | 11,782 |
| REN PRO, S.A. | 297 | 62 |
| Enondas, Energia das Ondas, S.A. | 115 | 124 |
| REN Trading, S.A. | - | 10,167 |
| Associates: | ||
| OMIP, SGPS, S.A. | 432 | 692 |
| Centro de Investigação em Energia REN - State Grid, S.A. | 9 | 4 |
| 181,444 | 173,134 |
The caption "Supplies and services" for the years ended 31 December 2024 and 2023 is as follows:
| 2024 | 2023 | |
|---|---|---|
| Specialized services | 2,763 | 2,845 |
| Services rendered of Group companies (Note 25) | 1,838 | 871 |
| Travel and lodging | 379 | 363 |
| Insurances | 343 | 337 |
| Rentals and rents | 74 | 48 |
| Fuel | 25 | 33 |
| Other supplies and external services (values below 25 thousand euros) |
266 | 257 |
| 5,688 | 4,755 |
The caption "Personnel costs" for the years ended 31 December 2024 and 2023 is as follows:
| 2024 | 2023 | |
|---|---|---|
| Remunerations: | ||
| Board of directors | 3,051 | 3,461 |
| Personnel | 2,298 | 2,450 |
| Charges on remuneration and other: | 5,348 | 5,911 |
| Charges on remuneration | 809 | 877 |
| Insurance | 133 | 121 |
| Other personnel costs | 98 | 49 |
| 1,040 | 1,047 | |
| Personnel costs | 6,389 | 6,958 |
The board of Directors caption includes the Board of Directors members' remunerations.
During the years ended 31 December 2024 and 2023 the average number of personnel employed by the Company was 23 employees.
The caption "Other income" for the years ended 31 December 2024 and 2023 is as follows:
| 2024 | 2023 | |
|---|---|---|
| Supplementary income | 284 | 791 |
| Other income | 49 | 74 |
| 333 | 865 |
I
The caption "Other expenses" for the years ended 31 December 2024 and 2023 is as follows:
| 2024 | 2023 | |
|---|---|---|
| Taxes | 124 | 148 |
| Subscriptions | 118 | 111 |
| Other expenses | 2 | 17 |
| 244 | 276 |
The caption "Interest and similar income and expenses" for the years ended 31 December 2024 and 2023 is as follows:
| 2024 | 2023 | |
|---|---|---|
| Interest and similar costs: | ||
| Bonds - Group companies (Note 25) | 35,157 | 32,394 |
| Commercial paper | 29,363 | 21,346 |
| Bank loans | 10,555 | 6,462 |
| Commercial paper - Group companies (Note 25) | 6,752 | 7,591 |
| Bonds | 3,695 | 6,498 |
| Derivative financial instruments (Note 11) | 2,993 | 2,961 |
| Centralized treasury management (Note 25) | 1,886 | 6,450 |
| Other financial costs | 498 | 347 |
| 90,899 | 84,049 | |
| Interest and similar income: | ||
| Interest on sharehoders loans (Note 25) | 28,415 | 48,462 |
| Interest on centralized treasury management (Note 25) | 21,152 | 16,641 |
| Interest on bank deposits | 278 | 2,132 |
| Derivative financial instruments (Note 11) | 40 | - |
| 49,885 | 67,235 |
Interest cash flows of derivative financial instruments (swaps) are presented net of flows related with borrowings that are being hedged.
During the years ended 31 December 2024 and 2023, the Company received the following dividends from investments in equity instruments at fair value for other comprehensive income:
| 2024 | 2023 | |
|---|---|---|
| Dividends received: | ||
| HCB | 7,891 | 4,534 |
| OMEL | 68 | 70 |
| 7,959 | 4,604 |
The total amount of dividends received from subsidiaries, associates and investments in equity instruments at fair value for other comprehensive income amounted to 110,772 thousand euros (113,355 thousand euros in 2023).
During the years ended 31 December 2024 and 2023 the following transactions were carried out with related parties:
| RELATED PARTY | SERVICES RENDERED (NOTE 17) |
INTEREST AND SIMILAR INCOME - SHAREHOLDERS LOANS (NOTE 23) |
INTEREST AND SIMILAR INCOME - TREASURY MANAGEMENT (NOTE 23) |
SUPPLIES AND SERVICES (NOTE 19) |
INTEREST AND OTHER SIMILAR COSTS - TREASURY MANAGEMENT (NOTE 23) |
INTEREST AND OTHER SIMILAR COSTS - COMMERCIAL PAPER (NOTE 23) |
INTEREST AND OTHER SIMILAR COSTS - BONDS (NOTE 23) |
|---|---|---|---|---|---|---|---|
| REN - Rede Eléctrica Nacional, S.A. | 5,856 | - | 4,023 | 366 | 183 | - | - |
| REN Trading, S.A. i) | - | - | 6,010 | - | - | - | - |
| ENONDAS, S.A. | 11 | - | - | - | 85 | - | - |
| REN Gasodutos, S.A. | 1,494 | - | 3,310 | - | - | - | - |
| REN Armazenagem, S.A. | 268 | - | - | - | 848 | - | - |
| REN Atlântico, Terminal de GNL, S.A. | 728 | - | 1,917 | - | - | - | - |
| REN Gás, S.A. | - | - | 88 | - | 192 | - | - |
| REN Portgás Distribuição, S.A. | 374 | - | 2,044 | - | - | - | - |
| RENTELECOM Comunicações, S.A. | 123 | - | - | - | 514 | - | - |
| REN Serviços, S.A. | 1,562 | 28,415 | 3,760 | 528 | - | - | - |
| REN Finance, B.V. | - | - | - | 886 | - | 6,752 | 35,157 |
| REN PRO, S.A. | 364 | - | - | 58 | 63 | - | - |
| 10,780 | 28,415 | 21,152 | 1,838 | 1,886 | 6,752 | 35,157 |
i) As mentioned in Note 1, during the year ended 31 December 2024, a merger took place with the global transfer of the assets of REN Trading, S.A. to REN - Rede Eléctrica Nacional, S.A.
| RELATED PARTY | SERVICES RENDERED (NOTE 17) |
INTEREST AND SIMILAR INCOME - SHAREHOLDERS LOANS (NOTE 23) |
INTEREST AND SIMILAR INCOME - TREASURY MANAGEMENT (NOTE 23) |
SUPPLIES AND SERVICES (NOTE 19) |
INTEREST AND OTHER SIMILAR COSTS - TREASURY MANAGEMENT (NOTE 23) |
INTEREST AND OTHER SIMILAR COSTS - COMMERCIAL PAPER (NOTE 23) |
INTEREST AND OTHER SIMILAR COSTS - BONDS (NOTE 23) |
|---|---|---|---|---|---|---|---|
| REN - Rede Eléctrica Nacional, S.A. | 6,429 | 21,256 | 2,675 | 290 | 190 | - | - |
| REN Trading, S.A. | - | - | 933 | - | 4,728 | - | - |
| ENONDAS, S.A. | 12 | - | - | - | 64 | - | - |
| REN Gasodutos, S.A. | 1,790 | - | 2,927 | - | - | - | - |
| REN Armazenagem, S.A. | 325 | - | - | - | 697 | - | - |
| REN Atlântico, Terminal de GNL, S.A. | 812 | 1,391 | 1,715 | - | - | - | - |
| REN Gás, S.A. | - | - | - | - | 212 | - | - |
| REN Portgás Distribuição, S.A. | 439 | - | 1,526 | - | - | - | - |
| RENTELECOM Comunicações, S.A. | 135 | - | - | - | 412 | - | - |
| REN Serviços, S.A. | 1,746 | 25,815 | 6,863 | 475 | - | - | - |
| REN Finance, B.V. | - | - | - | 52 | - | 7,591 | 32,394 |
| REN PRO, S.A. | 436 | - | 3 | 54 | 147 | - | - |
| 12,123 | 48,462 | 16,641 | 871 | 6,450 | 7,591 | 32,394 |
| 2024 | 2023 | |
|---|---|---|
| Services rendered: | ||
| Centro de Investigação em Energia REN - State Grid, S.A. (Note 17) | 12 | 3 |
| 12 | 3 | |
| External supplies and services: | ||
| Centro de Investigação em Energia REN - State Grid, S.A. | - | 1 |
| - | 1 |
I
II
Consolidated
and
individual
accounts
II Consolidated and individual accounts
As of 31 December 2024 and 2023, the Company had the following balances with related parties:
| NON CURRENT ASSETS | |||||||
|---|---|---|---|---|---|---|---|
| RELATED PARTY | OTHER RECEIVABLES - SHAREHOLDERS LOANS (NOTE 10) |
OTHER RECEIVABLES - TREASURY MANAGEMENT (NOTE 10) |
OTHER RECEIVABLES - INTEREST RECEIVABLES FROM SHAREHOLDERS LOANS (NOTE 10) |
OTHER RECEIVABLES - RETGS (NOTE 10) |
OTHER DEBTORS (NOTE 10) |
INCOME ACCRUALS (NOTE 10) |
OTHER RECEIVABLES - SHAREHOLDERS LOANS (NOTE 10) |
| REN - Rede Eléctrica Nacional, S.A. | - | - | - | 19,399 | 7,964 | 426 | - |
| ENONDAS, S.A. | - | - | - | - | - | 1 | - |
| REN Gasodutos, S.A. | - | 73,226 | - | 2,557 | 216 | 81 | - |
| REN Armazenagem, S.A. | - | - | - | 190 | - | 17 | - |
| REN Atlântico, Terminal de GNL, S.A. | - | 5,626 | - | 109 | 96 | 34 | - |
| REN Portgás Distribuição, S.A. | - | 52,565 | - | - | 166 | 11 | - |
| RENTELECOM Comunicações, S.A. | - | - | - | 1,149 | - | 20 | - |
| REN Serviços, S.A. | 270,000 | 19,957 | 17,823 | - | 577 | 140 | 855,000 |
| REN Finance, B.V. | - | - | - | - | 334 | - | - |
| REN PRO, S.A. | - | - | - | 77 | 2 | 17 | - |
| 270,000 | 151,373 | 17,823 | 23,481 | 9,355 | 747 | 855,000 |
| CURRENT LIABILITIES | NON CURRENT LIABILITIES | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| RELATED PARTY | SUPPLIERS (NOTE 15) |
OTHER PAYABLES - TREASURY MANAGEMENT (NOTE 15) |
OTHER PAYABLES - RETGS (NOTE 15) |
OTHER PAYABLES - INTEREST PAYABLES FROM BONDS (NOTE 15) |
OTHERS CREDITORS (NOTE 15) |
OTHER PAYABLES - COMMERCIAL PAPER (NOTE 15) |
OTHER PAYABLES - BONDS (NOTE 15) |
OTHER PAYABLES - DEFERRED BORROWING COSTS (NOTE 15) |
OTHER PAYABLES - BONDS (NOTE 15) |
OTHER PAYABLES - DEFERRED BORROWING COSTS (NOTE 15) |
| REN - Rede Eléctrica Nacional, S.A. | - | 29,464 | - | - | 1,824 | - | - | - | - | - |
| ENONDAS, S.A. | - | 2,012 | 30 | - | 6 | - | - | - | - | - |
| REN Gasodutos, S.A. | - | - | - | - | 14 | - | - | - | - | - |
| REN Armazenagem, S.A. | - | 18,893 | - | - | 64 | - | - | - | - | - |
| REN Atlântico, Terminal de GNL, S.A. | - | - | - | - | 5 | - | - | - | - | - |
| REN Gás, S.A. | - | 2,855 | 3,236 | - | 12 | - | - | - | - | - |
| REN Portgás Distribuição, S.A. | - | - | 184 | - | - | - | - | - | - | - |
| RENTELECOM Comunicações, S.A. | - | 11,576 | - | - | 39 | - | - | - | - | - |
| REN Serviços, S.A. | 107 | - | 2,293 | - | 85 | - | - | - | - | - |
| REN Finance, B.V. | - | - | - | 32,476 | 942 | 197,900 | 500,000 | (539) | 903,888 | (2,849) |
| REN PRO, S.A. | 2 | 1,911 | - | - | 14 | - | - | - | - | - |
| 110 | 66,711 | 5,744 | 32,476 | 3,006 | 197,900 | 500,000 | (539) | 903,888 | (2,849) |
I
II
| CURRENT ASSETS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| RELATED PARTY | OTHER RECEIVABLES - SHAREHOLDERS LOANS (NOTE 10) |
OTHER RECEIVABLES - TREASURY MANAGEMENT (NOTE 10) |
OTHER RECEIVABLES - INTEREST RECEIVABLES FROM SHAREHOLDERS LOANS (NOTE 10) |
OTHER RECEIVABLES - RETGS (NOTE 10) |
OTHER DEBTORS (NOTE 10) |
INCOME ACCRUALS (NOTE 10) |
OTHER RECEIVABLES - SHAREHOLDERS LOANS (NOTE 10) |
||
| REN - Rede Eléctrica Nacional, S.A. | - | 96,649 | - | 20,388 | 372 | 1,612 | - | ||
| REN Trading, S.A. | - | 216,812 | - | 3,595 | 904 | - | - | ||
| ENONDAS, S.A. | - | - | - | 27 | - | 3 | - | ||
| REN Gasodutos, S.A. | - | 78,291 | - | - | 292 | 442 | - | ||
| REN Armazenagem, S.A. | - | - | - | - | - | 87 | - | ||
| REN Atlântico, Terminal de GNL, S.A. | - | 50,538 | - | - | 199 | 199 | - | ||
| REN Portgás Distribuição, S.A. | - | 45,668 | - | - | 179 | 87 | - | ||
| RENTELECOM - Comunicações, S.A. | - | - | - | 1,099 | - | 34 | - | ||
| REN Serviços, S.A. | 34,500 | 186,671 | 14,219 | - | 793 | 568 | 955,000 | ||
| REN Finance, B.V. | - | - | - | - | 334 | 450 | - | ||
| REN PRO, S.A. | - | - | - | - | - | 110 | - | ||
| 34,500 | 674,628 | 14,219 | 25,110 | 3,072 | 3,591 | 955,000 |
I
II Consolidated and individual accounts
| CURRENT LIABILITIES NON CURRENT LIABILITIES |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| RELATED PARTY | SUPPLIERS (NOTE 15) |
OTHER PAYABLES - TREASURY MANAGEMENT (NOTE 15) |
OTHER PAYABLES - RETGS (NOTE 15) |
ADVANCE ON PROFITS (NOTE 15) |
OTHER PAYABLES - INTEREST PAYABLES FROM BONDS (NOTE 15) |
OTHERS CREDITORS (NOTE 15) |
OTHER PAYABLES - COMMERCIAL PAPER (NOTE 15) |
OTHER PAYABLES - DEFERRED BORROWING COSTS (NOTE 15) |
OTHER PAYABLES - BONDS (NOTE 15) |
OTHER PAYABLES - DEFERRED BORROWING COSTS (NOTE 15) |
|
| REN - Rede Eléctrica Nacional, S.A. | - | - | - | 30,100 | - | 123 | - | - | - | - | |
| REN Trading, S.A. | - | - | - | - | - | 1,735 | - | - | - | - | |
| ENONDAS, S.A. | - | 1,780 | - | - | - | 7 | - | - | - | - | |
| REN Gasodutos, S.A. | - | - | 490 | - | - | - | - | - | - | - | |
| REN Armazenagem, S.A. | - | 16,577 | 165 | - | - | 70 | - | - | - | - | |
| REN Atlântico, Terminal de GNL, S.A. | - | - | 3,202 | 5,300 | - | - | - | - | - | - | |
| REN Gás, S.A. | - | 1,659 | 2,421 | - | - | 15 | - | - | - | - | |
| REN Portgás Distribuição, S.A. | - | - | 376 | - | - | - | - | - | - | - | |
| RENTELECOM Comunicações, S.A. | - | 10,903 | - | - | - | 44 | - | - | - | - | |
| REN Serviços, S.A. | - | - | 1,919 | - | - | 1,234 | - | - | - | - | |
| REN Finance, B.V. | - | - | - | - | 25,533 | 22 | 203,900 | 1,215 | 1,088,095 | (1,285) | |
| REN PRO, S.A. | 10 | 1,264 | 19 | - | - | 10 | - | - | - | - | |
| 10 | 32,184 | 8,592 | 35,400 | 25,533 | 3,260 | 203,900 | 1,215 | 1,088,095 | (1,285) |
I
II
Consolidated
| 2024 | 2023 | |
|---|---|---|
| ASSETS | ||
| Other debtors: | ||
| Other receivables - OMI | 2 | - |
| Other receivables - OMEL | 4 | - |
| Other receivables - Hidroeléctrica Cahora Bassa | 130 | 141 |
| Other receivables - Centro de Investigação em Energia REN - State Grid, S.A. |
- | 4 |
| 137 | 145 | |
| LIABILITIES | ||
| Other creditors: | ||
| Centro de Investigação em Energia REN - State Grid, S.A. | 2 | - |
| 2 | - |
The Board of Directors of REN SGPS were considered in accordance with NCRF 5 to be the only key members of the management of the Company. Remuneration of the Board of Directors of REN SGPS in the years ended 31 December 2024 and 2023 was as follows:
| 2024 | 2023 | |
|---|---|---|
| Remuneration and other short term benefits | 1,825 | 1,737 |
| Management bonuses (estimated) | 1,226 | 1,724 |
| 3,051 | 3,461 |
There are no loans granted to the members of the Board of Directors.
During the period ended 31 December 2024, no transactions were made by Board of Directors members.
I
II
Consolidated
and
individual
accounts
The accounting policies for financial instruments in accordance with the IFRS 9 categories have been applied to the following financial assets and liabilities:
| 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| NOTES | CREDITS AND OTHER RECEIVABLES |
FAIR VALUE - HEDGING DERIVATIVE FINANCIAL INSTRUMENTS |
FAIR VALUE - EQUITY INSTRUMENTS FOR OTHER COMPREHENSIVE INCOME |
FAIR VALUE - THROUGH PROFIT AND LOSS |
OTHER FINANCIAL ASSETS/ LIABILITIES |
TOTAL CARRYING AMOUNT |
FAIR VALUE | |
| ASSETS | ||||||||
| Cash and cash equivalents | 4 | - | - | - | - | 16,134 | 16,134 | 16,134 |
| Trade and other receivables | 10 | 1,370,399 | - | - | - | - | 1,370,399 | 1,370,399 |
| Other financial assets | 10 | - | - | - | 15 | 166 | 181 | 181 |
| Investments in equity instruments at fair value for other comprehensive income |
12 | - | - | 48,087 | - | - | 48,087 | 48,087 |
| Derivative financial instruments | 11 | - | 30,196 | - | - | - | 30,196 | 30,196 |
| Total financial assets | 1,370,399 | 30,196 | 48,087 | 15 | 16,300 | 1,464,997 | 1,464,997 | |
| LIABILITIES | ||||||||
| Borrowings | 15 | - | - | - | - | 2,732,434 | 2,732,434 | 2,743,616 |
| Trade and other payables | 15 | - | - | - | - | 79,957 | 79,957 | 79,957 |
| State and other public entities | 16 | - | - | - | - | 1,127 | 1,127 | 1,127 |
| Derivative financial instruments | 11 | - | 34,218 | - | - | - | 34,218 | 34,218 |
| Total financial liabilities | - | 34,218 | - | - | 2,813,518 | 2,847,736 | 2,858,918 |
I
II
445
6 CONSOLIDATED FINANCIAL STATEMENTS AND ANNEXES 7 INDIVIDUAL FINANCIAL STATEMENTS AND ANNEXES
I
| 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NOTES | CREDITS AND OTHER RECEIVABLES |
FAIR VALUE - HEDGING DERIVATIVE FINANCIAL INSTRUMENTS |
FAIR VALUE - NEGOTIABLE DERIVATIVES |
FAIR VALUE - EQUITY INSTRUMENTS FOR OTHER COMPREHENSIVE INCOME |
FAIR VALUE - THROUGH PROFIT AND LOSS |
OTHER FINANCIAL ASSETS/ LIABILITIES |
TOTAL CARRYING AMOUNT |
FAIR VALUE | ||
| ASSETS | ||||||||||
| Cash and cash equivalents | 4 | - | - | - | - | - | 9,460 | 9,460 | 9,460 | |
| Trade and other receivables | 10 | 1,752,738 | - | - | - | - | - | 1,752,738 | 1,752,738 | |
| Other financial assets | 10 | - | - | - | - | 18 | 151 | 169 | 169 | |
| Investments in equity instruments at fair value for other comprehensive income |
12 | - | - | - | 54,577 | - | - | 54,577 | 54,577 | |
| Derivative financial instruments | 11 | - | 53,492 | 871 | - | - | - | 54,363 | 54,363 | |
| Total financial assets | 1,752,738 | 53,492 | 871 | 54,577 | 18 | 36,420 | 1,898,116 | 1,898,116 | ||
| LIABILITIES | ||||||||||
| Borrowings | 15 | - | - | - | - | - | 2,942,425 | 2,942,425 | 2,936,552 | |
| Trade and other payables | 15 | - | - | - | - | - | 86,253 | 86,253 | 86,253 | |
| State and other public entities | 16 | - | - | - | - | - | 529 | 529 | 529 | |
| Derivative financial instruments | 11 | - | 60,607 | - | - | - | - | 60,607 | 60,607 | |
Total financial liabilities - 60,607 - - - 3,029,207 3,089,814 3,083,942
The following table presents the Company assets and liabilities measured at fair value at 31 December 2024 in accordance with the following levels of fair value hierarchy:
• Level 3: the fair value of financial instruments is not determined based on active market quotes, but using valuation models, whose main inputs are not observable in the market.
During the year ending 31 December 2024, no transfers of financial assets and liabilities were made between fair value hierarchy levels.
| 2024 | |||||
|---|---|---|---|---|---|
| LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
TOTAL | ||
| ASSETS: | |||||
| Investments in equity instruments at fair value for other comprehensive income | Shares | - | - | 44,920 | 44,920 |
| Financial assets at fair value | Cash flow hedge derivatives | - | 30,196 | - | 30,196 |
| - | 30,196 | 44,920 | 75,116 | ||
| LIABILITIES: | |||||
| Financial liabilities at fair value | Borrowings | - | 570,331 | - | 570,331 |
| Financial liabilities at fair value | Fair value hedge derivatives | - | 34,218 | - | 34,218 |
| - | 604,548 | - | 604,548 |
During the year ended 31 December 2024, the Company proceeded to a valuation of the financial interests held Hidroeléctrica de Cahora Bassa, S.A., which is classified as Investments in equity instruments at fair value through other comprehensive income (Note 12). The fair value of this asset reflects the price at which the asset would be sold in an orderly transaction.
For this purpose, the Company has opted for a revenue approach, which reflects current market expectations regarding future amounts. The data used in the price calculation, although not quoted, are prepared using valuation models, whose main inputs are not observable in the market.
The credit quality of financial assets that are not overdue or impaired may be assessed with reference to the credit ratings disclosed by Standard & Poor's or based on historical information from the entities to which they refer:
| 2024 | 2023 | |
|---|---|---|
| Cash and cash equivalents: | ||
| A+ to A- | 980 | 396 |
| BBB+ to BBB- | 15,152 | 5,201 |
| BB+ to B- | 2 | 3,861 |
| Total cash and cash equivalents | 16,134 | 9,460 |
| Other financial assets: | ||
| Without rating | 181 | 169 |
| Total other financial assets | 181 | 169 |
Trade and other receivables and Trade and other payables refer mainly to receivables and payables from and to group companies, as noted in Notes 10 and 15, respectively.
With respect to the current receivables and payables balances, its carrying amount corresponds to a reasonable approximation of its fair value.
Information regarding fees paid to the statutory auditor is disclosed in the REN Group's Consolidated Report and Accounts.
No other events occurred that would give rise to adjustments or additional disclosures in the Company's financial statements for the year ended 31 December 2024.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with the Financial Accounting and Reporting Standards (NCRF). In the event of discrepancies, the Portuguese language version prevails.
Pedro Mateus
THE BOARD OF DIRECTORS
Rodrigo Costa (Chairman of the Board of Directors and Chief Executive Officer
João Faria Conceição (Member of the Board of Directors and Chief Operational Officer)
Gonçalo Morais Soares (Member of the Board of Directors and Chief Financial Officer)
Guangchao Zhu (Vice-President of the Board of Directors designated by State Grid International Development Limited)
Mingyi Tang (Member of the Board of Directors)
Yang Qu (Member of the Board of Directors)
Gonçalo Gil Mata (Member of the Board of Directors) Manuel Sebastião (Member of the Board of Directors)
Ana Pinho (Member of the Board of Directors)
Jorge Magalhães Correia (Member of the Board of Directors)
Maria Estela Barbot (Member of the Board of Directors)
José Luis Arnaut (Member of the Board of Directors)
Rosa Freitas Soares (Member of the Board of Directors and Chairman of the Audit Committee)
Ana da Cunha Barros (Member of the Board of Directors and of the Audit Committee)
Dulce Mota (Member of the Board of Directors and of the Audit Committee)
Note: The remaining pages of this Report & Accounts were initialled by the members of the Executive Committee and by the Certified Accountant, Pedro Mateus.
Within the scope of its duties, the Audit Committee has monitored the development of the activity of REN – REDES ENERGÉTICAS NACIONAIS, SGPS, S.A. ( the "Company") and its subsidiaries, supervised compliance with the law, regulations and the Articles of Association, supervised compliance with accountancy policies and practices, and supervised the process of preparation and disclosure of financial information, the legal review of accounts and the effectiveness of the internal control and risk management systems. It further supervised the activity of the Statutory Auditor and the External Auditor, including their independence and impartiality.
Within the limits of the powers of the Audit Committee and pursuant to the provisions of subparagraph c), of the nr. 1, of article 29-G of the Securities Market Code, of the article 423-F, no. 1, g) of the article 420, no. 6, both of the Commercial Companies Code, it is hereby declared that as far as this Committee is aware, the Integrated Management Report and the Individual and Consolidated Financial Statements of the Company for the financial year ended 31 December 2024 were prepared in accordance with the applicable accounting standards, reflecting a true and fair view of the assets and liabilities, the financial position and results of REN - Redes Energéticas Nacionais, SGPS, S.A. and the companies included in the consolidation perimeter. Additionally, the Integrated Management Report faithfully states the evolution of the business, performance and position of the Company and the group, complies with applicable legal, accounting and statutory requirements and, whenever justified, contains a description of the main risks and uncertainties they face. It is also mentioned that the non-financial information is relevant and allows the understanding of the performance, position and impact of the group's activities, concerning environmental, social and employee issues, gender equality, non-discrimination, respect for human rights and the fight against corruption. Additionally, the Audit Committee ensures that the Corporate Governance Report, which is disclosed simultaneously with the Integrated Management Report, includes the elements referred in article 29-H of the Securities Market Code.
The Audit Committee also examined the individual financial information included in the Integrated Management Report and the financial statement of REN – REDES ENERGÉTICAS NACIONAIS, SGPS, S.A. attached thereto in relation to the financial year ended on December 31, 2024 which consist of the Balance Sheet as of December 31, 2024, evidencing a total of 4,404,561 thousand Euros and 1,548,726 thousand Euros of Equity Capital, including Net Profit of 157,707 thousand Euros, the Statement of Profit and Loss, Changes in Equity Capital and Cash Flows in relation to the financial year closed on the above mentioned date and the respective Annex.
The Audit Committee reviewed the Legal Certification of Accounts and the Audit Report on the individual financial information prepared by the Statutory Auditor and the External Auditor.
Within the context of the analysis undertaken, the Audit Committee further supervised the compliance and adequacy of the accounting policies, procedures, practices and adopted valuation criteria, as well as the regulatory and quality of the Company´s accounting information.
In light of the above, it is the opinion of the Audit Committee that the individual Financial Statements and the Integrated Management Report, as well as the proposal expressed therein, abide by applicable accounting, legal and statutory provisions, therefore it recommends its approval by the General Meeting of Shareholders.
Lisbon, 20 March 2025
(Chairman)
(Member)

Ernst & Young Audit & Associados - SROC, S.A. Avenida da Índia, 10 - Piso 1 1349-066 Lisboa Portugal Tel: +351 217 912 000 Fax: +351 217 957 586 www.ey.com
(Translation from the original document in the Portuguese language. In case of doubt, the Portuguese version prevails)
We have audited the accompanying financial statements of REN – Redes Energéticas Nacionais, S.G.P.S., S.A. (the "Entity"), which comprise the Statement of Financial Position as at 31 December 2024 (showing a total of 4,404,561 thousand euros and a total equity of 1,548,726 thousand euros, including a net profit for the year of 157,707 thousand euros), and the Statement of Profit and Loss by Nature, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the financial position of the REN – Redes Energéticas Nacionais, S.G.P.S., S.A. as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in accordance with the Accounting and Financial Reporting Standards adopted in Portugal under the Portuguese Accounting System.
We conducted our audit in accordance with International Standards on Auditing ("ISAs") and other technical and ethical standards and guidelines as issued by the Institute of Statutory Auditors. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the financial statements" section below. We are independent of the Entity in accordance with the law and we have fulfilled other ethical requirements in accordance with the Institute of Statutory Auditors´ code of ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Statutory and Auditor's Report (Translation from the original document in Portuguese language In case of doubt, the Portuguese version prevails) 31 December 2024
The key audit matters in the current year audit are the following:
| Description of the most significant assessed risks of | Summary of our response to the most significant assessed |
|---|---|
| material misstatement | risks of material misstatement |
| As disclosed in Note 3.2 of the notes to the financial statements, the investments in subsidiaries and associates are recorded by the equity method. As at 31 December 2024, the investments in subsidiaries and associates measured according to the equity method, amounts to 2,938,531 thousand euros (2023: 2,713,863 thousand euros), equivalent to 67% of total Assets (2023: 59%). |
Our approach included the following procedures: ► We assessed the adequacy of the accounting policies used by the Entity in the measurement of the investments in subsidiaries and associates; ► We obtained the supporting calculation of the valuation of the investments in subsidiaries and associates and of the application of the equity |
Additionally, as at 31 December 2024, a substantial part of the Entity's revenues, in the amount of 181,444 thousand euros (2023: 173,134 thousand euros), is related to the equity method.
The subsequent measurement and the impairment assessment of the investments in subsidiaries and associates has been considered a key audit matter due to the materiality of the carrying amount of those investments and the significant impact of the application of the equity method. Furthermore, the determination of the recoverable amount of those investments is complex and includes the use of relevant Management estimates and assumptions.
The Entity's Board of Directors did not identify any impairment evidence.
We also assessed the appropriateness of the applicable disclosures included in Notes 3.2, 7 and 18 of the notes to the financial statements, in order to assure that those adhere to the requirements of the applicable accounting policies.
2/5
REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Statutory and Auditor's Report (Translation from the original document in Portuguese language In case of doubt, the Portuguese version prevails) 31 December 2024
Management is responsible for:
The supervisory body is responsible for overseeing the Entity's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Statutory and Auditor's Report (Translation from the original document in Portuguese language In case of doubt, the Portuguese version prevails) 31 December 2024
Our responsibility includes the verification of the consistency of the Management Report with the financial statements, and the verifications under nr. 4 and nr. 5 of article 451 of the Commercial Companies Code regarding corporate governance matters, as well as the verification that the Remunerations Report has been presented.
Pursuant to article 451, nr. 3, paragraph e) of the Commercial Companies Code, it is our opinion that the Management Report was prepared in accordance with the applicable legal and regulatory requirements and the information contained therein is consistent with the audited financial statements and, having regard to our knowledge and assessment over the Entity, we have not identified any material misstatement.
Pursuant to article 451, nr. 4 of the Commercial Companies Code, in our opinion the Corporate Governance Report includes the information required to the Entity to provide as per article 29.º-H of the Securities Code, and we have not identified material misstatements on the information provided therein in compliance with paragraphs c), d), f), h), i) and m) of nr. 1 of the said article.
Pursuant to article 26.º-G, nr. 6 of the Securities Code, we hereby inform that the Entity has included in a separate chapter of its Corporate Governance Report the information provided in compliance with paragraph 2 of the said article.
Pursuant to article 10 of the Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April 2014, and in addition to the key audit matters mentioned above, we also report the following:

REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Statutory and Auditor's Report (Translation from the original document in Portuguese language In case of doubt, the Portuguese version prevails) 31 December 2024
The accompanying financial statements of REN – Redes Energéticas Nacionais, S.G.P.S., S.A for the year ended 31 December 2024 must comply with the applicable requirements set out in the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (ESEF Regulation).
Management is responsible for preparing and disclosing the annual report in accordance with the ESEF Regulation.
Our responsibility is to obtain reasonable assurance about whether the financial statements, included in the annual report, are presented in accordance with the requirements set out in the ESEF Regulation.
Our procedures considered the OROC Technical Application Guide on report in ESEF and included, among others obtaining an understanding of the financial reporting process, including the submission of the annual report in valid XHTML format.
In our opinion, the accompanying financial statements included in the annual report are presented, in all material respects, in accordance with the requirements set out in the ESEF Regulation.
Lisbon, 20 March 2025
Ernst & Young Audit & Associados – SROC, S.A. Sociedade de Revisores Oficiais de Contas Represented by:
(Signed)
Ricardo Miguel Barrocas André - ROC nr. 1461 Registered with the Portuguese Securities Market Commission under license nr. 20161071
III Corporate governance report
We believe that ethics and transparency are critical to longterm prosperity. We thrive not only in terms of financial performance but also in contributing to society. We remain true to our values and our commitment to sustainability.
Energy in balance.

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REN is committed to ensure the continuous supply of energy throughout the country, contributing to community development and improving the quality of life for Portuguese people. This endeavor demands constant dedication and effort. However, our commitment extends beyond this core responsibility.
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We believe in the exercise of an active corporate citizenship, with a strong involvement with the communities we belong to, both at a social and at an environmental level.
To take this commitment, it is required that all REN activities are guided by sustainability principles, by means of obeying rigorous and measurable criteria and respecting demanding standards of excellence, without ever losing sight of the positive impact we want to have on the communities and ecosystems we work closely with.

I.1. Capital structure (capital, number of shares, distribution of capital among shareholders, etc.), including information on shares not admitted to trading, different classes of shares, inherent rights and duties and percentage of capital which each class represents (Art. 29-H(1)(a)
The share capital of REN - Redes Energéticas Nacionais, SGPS, S.A. (REN or the company) in the amount of 667,191,262 euros is represented by 667,191,262 ordinary shares with a face value of one euro each, in the form of nominative book-entry shares.
REN shares are ordinary shares that do not grant special rights to their holders, beyond the general rights inherent to shareholder under the law.
Currently, all REN shares are admitted to trading on Euronext Lisbon, a regulated market managed by Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A., with code PTREL0AM0008.

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I.2. Restrictions on the transferability of shares, such as consent clauses for disposal, or limitations on ownership of shares (Art. 29-H(1)(b)
There are no restrictions and REN has not implemented any measures that hinder the transferability of shares, such as consent clauses in the event of transfer. REN shares are freely tradable on the regulated market.
With respect to ownership limitations on shares, in accordance with applicable legislation, no entity, including entities which conduct business in the respective sector in Portugal or abroad, can have direct or indirect holdings greater than 25% of REN share capital1.
These limitations on the ownership of REN shares were introduced following the transposition of European directives applicable to the electricity and natural gas sectors to promote competition in the market and ensure equal access by operators to transmission infrastructures. This limitation was implemented by means of a provision included in REN's Articles of Association that provides for the non-counting of votes cast by any shareholder, in the shareholder's own name or as a representative of another
shareholder, that exceed 25% of the total votes corresponding to the share capital. The votes are counted in accordance with Article 20 of the Portuguese Securities Code (Securities Code)2.
It should be further noted that on 9 September 20143, The Energy Services Regulator (ERSE) issued a decision on the certification of REN - Rede Eléctrica Nacional, S.A. and REN - Gasodutos, S.A. (both wholly owned by REN) as operators of the National Electricity Transmission System and the National Natural Gas Transmission System (the ERSE Decision), respectively, under full ownership unbundling, which remains in force.
In accordance with the ERSE Decision, certification was dependent on compliance with a series of conditions intended to ensure the independence of these operators, including, inter alia, i) restrictions on the exercising of rights related to the REN General Shareholders' Meeting; ii) restrictions on holding positions on the Board of Directors or Audit Committee of REN or the Transmission System Operators; and iii) the amendment to REN's Articles of Association with a view to complying with the restrictions set out in i) and ii).
The amendments to REN's Articles of Association required to comply with the ERSE Decision were approved by the REN General Shareholders' Meeting which was held on 17 April 2015. With regard to the exercising of rights at the REN General Shareholders' Meeting, the following changes were included:
locations which have no direct or indirect connection or interface with Portuguese networks; and ii) provided that there were no changes as to the grounds or objective circumstances which led ERSE to recognize no conflict of interest existed with Portuguese transmission network operators.
Therefore, limitations on the ownership of shares (as well as the exercising of rights) are exclusively due to legal and regulatory requirements or compliance with administrative decisions and therefore recommendation III.6. of the 2018 Corporate Governance Code of the Portuguese Institute of Corporate Governance (Instituto Português de Corporate Governance) as amended in 2023 (IPCG Code) must be considered as non-applicable to REN.
I.3. Number of own shares, percentage of corresponding share capital and percentage of voting rights to which own shares would correspond (Art. 29-H(1)(a)
As of 31 December 2024, REN has 3,881,374 own shares, representing 0.6% of its share capital. These shares would correspond to 0.6% of voting rights.
1 See Article 226(2)i) of Decree-Law No 15/2022 of 14 January (current wording), and Article 122(3)(b) and Article 125(3)h) of Decree-Law No 62/2020 of 28 August (current wording).
2 See paragraphs 3 and 4 of Article 12 of REN's Articles of Association.
3 ERSE notified REN on 4 August 2015 confirming that the certification conditions determined on 9 September 2014 had been complied with, thus making the certification decision final.
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I.4. Significant agreements to which REN is a party that would come into force, be amended or terminate in the event of a change of control over the Company, as the result of a takeover bid, as well as the respective effects, except if, due to their nature, the disclosure of which would be seriously prejudicial for the Company, except if the Company is specifically required to disclose this information due to other legal requirements (Art. 29-H(1)(j)
REN and its subsidiaries are party to a number of financing contracts and debt issues which include clauses on change of control which are typical of such transactions (including, although not expressly stated, changes of control arising from takeover bids) and essential for carrying out such transactions on the market. It should be noted that the mentioned clauses are in line with market practice and are only intended to regulate the relevant contracts in scenarios of change of control over REN, not entailing any payments or the assumption of obligations by REN capable of harming the economic interest in the transfer of REN shares or the free appraisal by its shareholders of the performance of the directors, in the event of a change of control or change in the composition of the board of directors.
In any case, the practical application of these clauses is limited, considering the legal restrictions on the ownership of REN shares as explained in I.2., making an acquisition or change of control over REN unfeasible, in light of the current legal framework.
There are no other significant agreements to which REN is a party that would come into force, be amended or terminate in the event of a change of control over the Company or as the result of a takeover bid.
In summary, REN has not adopted any measures aimed at requiring payment or taking on encumbrances by the Company in the event of changes of control or changes in the composition of the Board of Directors that would prejudice the free transferability of shares or the free evaluation by shareholders of the performance of members of the Board of Directors. Therefore, the Recommendation III.7. of the IPCG Code is fully adopted.
I.5. Framework to which the renewal or repeal of defensive measures are subject, in particular those that limit the number of votes which can be held or exercised by a sole shareholder individually or jointly with other shareholders
The only provisions in the REN Articles of Association which provide for limitations on votes which can be held or exercised by a sole shareholder or by certain shareholders (e.g., who exercise control over a company which works in the production or sale of electricity or gas), individually or together with other shareholders are set out in I.2. above.
Such provisions arise from legal requirements and from the ERSE Decision and do not seek to limit voting rights, but rather to ensure the existence of a sanctioning system for breaching the legal limit on the ownership of shares and the legal restriction on voting rights, respectively.
As such, there is no mechanism in the Articles of Association to renew or repeal these statutory rules, as they exist in compliance with legal and administrative requirements. Therefore, as already mentioned, recommendation III.6. of the IPCG Code must be considered as non-applicable to REN.
There are no other defensive measures.
I.6. Shareholder Agreements which the company is aware of and which could lead to restrictions with regard to the transfer of securities or voting rights (Art. 29-H(1)(g)
The Board of Directors is not aware of any shareholders' agreements in relation to REN that may result in any restrictions to the transfer of securities or exercising of voting rights.
II.7. Identification of natural or legal persons which, directly or indirectly, own qualified shareholdings (Art. 29-H(1)(c) and (d) and Art. 16), with detailed information on the percentage of capital and attributable votes and the source and causes of such attribution
Based on the Communications submitted to the Company, in particular in accordance with Article 16 of the Securities Code, with reference to 31 December 2024, shareholders having a qualifying holding (representing at least 5% of REN's share capital or voting rights), calculated in accordance with Article 20 of the Securities Code, were as follows:
| STATE GRID CORPORATION OF CHINA4 | NO OF SHARES |
% SHARE CAPITAL WITH VOTING RIGHTS |
|---|---|---|
| Directly | 0 | 0% |
| Through State Grid Europe Limited (SGEL), fully owned and controlled by State Grid International Development Limited (SGID), which is controlled by State Grid Corporation of China |
166,797,815 | 25.0% |
| Total attributable | 166,797,815 | 25.0% |
| Directly | 80,100,000 | 12.0% |
|---|---|---|
| Indirectly | 0 | 0% |
| Total attributable | 80,100,000 | 12.0% |
| Directly | 0 | 0 |
|---|---|---|
| Indirectly6 | 51,346,447 | 7.7% |
| Total attributable | 51,346,447 | 7.7% |
| Directly | 35,176,796 | 5.27% |
|---|---|---|
| Through Via Directa - Companhia de Seguros, S.A., which is controlled by Fidelidade | 119,889 | 0.02% |
| Through Companhia Portuguesa de Resseguros, S.A., which is controlled by the common shareholder Millenium Gain Ltd9 |
37,537 | 0.01% |
| Through Fidelidade Assistência - Companhia de Seguros, S.A., which is controlled by the common shareholder by Millenium Gain Ltd10 |
98,732 | 0.01% |
| Through Multicare - Seguros de Saúde, S.A., which is controlled by the common shareholder by Millenium Gain Ltd11 |
63,470 | 0.01% |
| Total attributable | 35,496,424 | 5.32% |
| Directly | 0 | 0% |
|---|---|---|
| Through its subsidiary Red Eléctrica Internacional S.A.U. | 33,359,563 | 5.0% |
| Total attributable | 33,359,563 | 5.0% |
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II.8. Information on the number of shares and bonds held by members of management and supervisory bodies
In accordance with and for the purposes of Article 447 of the Portuguese Companies Code, in particular paragraph 5 thereof, the number of shares held by the members of the REN management and supervisory bodies and by the persons related to them pursuant to paragraph 2 of the abovementioned article13 , as well as all their acquisitions, encumbrances or disposals with reference to the financial year 2024, based on communications with the company, were as follows:
| BOARD OF DIRECTORS | ACQUISITIONS (IN 2024) |
ENCUMBRANCE (IN 2024) |
DISPOSALS (IN 2024) |
NO OF SHARES AT 31.12.2024 |
|---|---|---|---|---|
| Rodrigo Costa | - | - | - | 0 (zero) |
| João Faria Conceição | - | - | - | 500 |
| Gonçalo Morais Soares | - | - | - | 0 (zero) |
| Guangchao Zhu - on behalf of SGID | - | - | - | 0 (zero) |
| Yang Qu | - | - | - | 0 (zero) |
| Mingyi Tang | - | - | - | 0 (zero) |
| Jorge Magalhães Correia | - | - | - | 35,496,42414 |
| Dulce Mota | - | - | - | 0 (zero) |
| Manuel Ramos de Sousa Sebastião | - | - | - | 35,000 |
| Gonçalo Gil Mata | - | - | - | 0 (zero) |
| Rosa Freitas Soares | - | - | - | 0 (zero) |
| Maria Estela Barbot | - | - | - | 0 (zero) |
| Ana Pinho | - | - | - | 0 (zero) |
| Ana da Cunha Barros | - | - | - | 0 (zero) |
| José Luís Arnaut15 | - | - | - | 7,587 |
13 This comprises the shares held by members of the REN management and supervisory bodies and also, if applicable, i) by the spouse not judicially separated, regardless of the matrimonial property regime; ii) by minor descendants; iii) by persons in whose name shares are registered, in the event that they have been acquired on behalf of a member of the management or supervisory bodies and by persons referred to in i) and ii); and iv) by companies of which a member of the management or supervisory bodies and the persons referred to in i) and ii) are shareholders with unlimited responsibility, are engaged in the management or exercise any management or supervisory duties or hold, individually or jointly with the persons referred to in i) to iii), at least half of the share capital or corresponding voting rights.
14 Corresponds to shares held by and attributable to Fidelidade - Companhia de Seguros, S.A., which are attributable to this director for the purposes of article 447 of the CSC, by virtue of his position as a member of the board of directors of that company.
15 Comprises 480 shares held directly and the remainder held by the company Platinumdetails - Consultoria e Investimentos, Lda, in which this director holds 68% of the share capital.
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In accordance with and for the purposes of Article 447 of the Portuguese Companies Code, in particular paragraph 5 thereof, the number of bonds held by the members of the REN management and supervisory bodies and by the persons related to them pursuant to paragraph 2 of the abovementioned article, as well as all their acquisitions, encumbrances or disposals with reference to the financial year of 2024, based on communications sent to the company, were as follows:
| BOARD OF DIRECTORS | ACQUISITIONS (IN 2024) |
ENCUMBRANCE (IN 2024) |
DISPOSALS (IN 2024) |
BONDS (€) AT 31.12.2024 |
|---|---|---|---|---|
| Rodrigo Costa | - | - | - | 0 (zero) |
| João Faria Conceição | - | - | - | 0 (zero) |
| Gonçalo Morais Soares | - | - | - | 0 (zero) |
| Guangchao Zhu - on behalf of SGID | - | - | - | 0 (zero) |
| Yang Qu | - | - | - | 0 (zero) |
| Mingyi Tang | - | - | - | 0 (zero) |
| Jorge Magalhães Correia | 10,500,00016 | - | - | 10,500,00017, 18 |
| Dulce Mota | - | - | - | 0 (zero) |
| Manuel Ramos de Sousa Sebastião | - | - | - | 0 (zero) |
| Gonçalo Gil Mata | - | - | - | 0 (zero) |
| Rosa Freitas Soares | - | - | - | 0 (zero) |
| Maria Estela Barbot | - | - | - | 0 (zero) |
| Ana Pinho | - | - | - | 0 (zero) |
| Ana da Cunha Barros | - | - | - | 0 (zero) |
| José Luís Arnaut | - | - | - | 0 (zero) |
16 Acquisitions made through the purchase of RENECP ECP 0 bonds 02/03/25, with the ISIN PTRE8GJM0106 on November 28, 2024, bonds were acquired for 10,500,000.00 euros
17 Corresponds to bonds acquired in 28/11/2024 by Fidelidade - Companhia de Seguros, S.A., which are attributable to him for the purposes of article 447 of the CSC, by virtue of his position as a member of the board of directors and executive committee of that company.
18 It should also be noted that Fidelidade - Companhia de Seguros, S.A. communicated (i) it sold on 21/03/2024 € 1,000,000.00 of bonds of REN FINANCE BV and (ii) it acquired in 22/10/2024 €100,000.00 of bonds issuer by REN Finance BV, a company in a group relationship with REN.
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II.9. Special powers of the management body, notably regarding resolutions on capital increase (Art. 29-H(1)i), indicating, as to such resolutions, the date on which the powers were attributed to the management body, time limit until such powers may be exercised, maximum quantitative limit on capital increase, amount already issued under the attribution of such powers and method of applying the attributed powers
The Board of Directors has the competences and powers conferred by the Portuguese Companies Code and the Articles of Association19 (see summary of these competences and powers in II.21.), and as such, the management body does not have special powers.
In addition, the Board of Directors was granted authorisation by the Annual General Meeting of shareholders held on 9 May 2024 to acquire and dispose of own shares and bonds, under the terms defined and approved by the General Meeting and in accordance with applicable laws and regulations.
Particularly, concerning resolutions on any increase in capital, it should be noted that REN's Articles of Association do not authorize the Board of Directors to increase the Company's share capital.
II.10. Information on significant relationships of a commercial nature between the owners of qualified holdings and the Company
There are no significant relationships of a commercial nature between the holders of qualified shareholdings and the company.
In accordance with internal regulations on the assessment and control of transactions with related parties and prevention of conflict of interests20, approved by the Board of Directors following a proposal presented by the Audit Committee, significant transactions with related parties are considered to be those which:
The Board of Directors is required to submit every transaction with related parties21 to the Audit Committee for appraisal in particular:
Moreover, in accordance with article 3, number 5, paragraph f) of the Board of Directors internal regulations, the approval of transactions with related parties for sums exceeding 500,000 euros or, regardless of the sum, any transaction which may be considered as not being executed under market conditions or in the ordinary business of REN or the subsidiary in question are matters which may not be delegated to the Executive Committee.
In light of the abovementioned criteria - set out in Board of Directors regulations and in internal regulations on the assessment and control of transactions with related parties and prevention of conflicts of interests - during 2024, there were a number of significant transactions with related parties as further described in I.90. below.
19 See Article 15 of the Articles of Association and Article 3 of the Board of Directors Regulations.
20 The definition of "related party" in accordance with this regulation includes owners of qualified holdings calculated in accordance with Article 20 of the Securities Code.
21 See section III and section VI.
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a) Composition of the Board of the General Meeting in the year of reference
II.11. Identification and position of the members of the Board of the General Meeting and respective term of office (start and end)
The following members of the Board of the General Meeting were elected for the term of office 2024-2026:
| NAME | POSITION | DATE OF 1ST APPOINTMENT |
TERM OF OFFICE IN COURSE |
|---|---|---|---|
| Pedro Rebelo de Sousa | Chairman | 23.04.2021 | 2024-2026 |
| Rui Dias | Vice-Chairman | 03.05.2018 | 2024-2026 |
In the performance of his duties, the Chairman of the Board of the General Meeting also had the support of the Company Secretary, Marta Almeida Afonso.
II.12. Possible restrictions with regard to voting rights, such as limitations on exercising voting rights depending on the ownership of a number or percentage of shares, terms imposed for exercising voting rights or systems for detaching ownership content (Art. 29-H(1)(f)
Following the best practices on shareholder participation in the general meetings of companies with shares admitted to trading in a regulated market, REN's Articles of Association set out the principle of "one share, one vote"22.
Without prejudice to that referred to in I.2. and I.5., there are no restrictions on voting rights, such as limitations on exercising voting rights depending on the number or percentage of shares.
Owners of one or more shares on the 'Record Date' may attend, participate in and vote at the REN General Shareholders' Meeting, provided that they comply with the following requirements:
General Meeting are required to provide a declaration to the Chair of the General Meeting up to the day prior to the 'Record Date', stating that they are not prohibited from exercising voting rights as ERSE has recognized that there are no conflicts of interest;
24 See article 12, (9) of the Articles of Association.
26 See article 12, (12), (13) and (15) of the Articles of Association.
22 See article 12 (2) of the Articles of Association.
23 See article 23-C of the Securities Code.
25 See article 12, (10) of the Articles of Association.
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network operators, are not required to provide proof of this recognition with the abovementioned declaration, except in the case of changes to the grounds and objective circumstances which led to such recognition which determines the inhibition of social rights and/ or re-examination of certification conditions by ERSE27.
Shareholders with voting rights may be represented at the General Shareholders' Meeting by a person with full legal capacity, by written document addressed to the Chairman of the Board of the General Shareholders' Meeting, communicating the name(s) of the representative(s), in accordance with the law and the notice to convene. This communication may be sent by e-mail28.
REN's shareholders who hold shares on a professional basis in their own name but on behalf of clients, may vote differently with their shares, provided that they submit this fact to the Chairman of the Board of the General Shareholders' Meeting prior the 'Record Date' and deliver proportional and sufficient proof of: a) the identification of each client and the corresponding number
of shares that will be voted on his behalf; b) the specific voting instructions on each of the items on the agenda as provided by each of their clients.
REN's shareholders may submit their votes by correspondence for each item on the agenda, by letter signed with the same signature as on their identification document, enclosing a legible photocopy of such document, if the shares are held by an individual shareholder, or duly notarized signature of the proxy, in the event that the shares are held by a legal person29.
This letter should be addressed to the Chairman of the Board of the General Shareholders' Meeting and sent by post with acknowledgement of receipt to REN's registered office at least two business days prior to the date of the General Shareholders' Meeting, except if the relevant notice of meeting establishes a different time. The Chairman of the Board of the General Shareholders' Meeting shall verify the authenticity and regularity of the votes cast by correspondence as well as ensure that they remain confidential until the voting takes place30.
It is also established that votes cast by correspondence are considered to be votes against, in the case of resolution proposals submitted after the date on which they were cast.
REN implements the appropriate means for the non-presential participation of shareholders in the General Meeting, which includes, on the one hand, allowing the exercise of advance voting rights by electronic means and, on the other hand, telematic participation in the General Shareholders Meeting. According to the Articles of Association, shareholders may exercise voting rights electronically, in accordance with the terms, time and conditions set out in the respective notice to convene31.
With regard to the participation in the General meeting, REN has a flexible position so as to be able to encourage the participation and discussion of its shareholders on this occasion, either in person or by telematic means.
Bearing in mind the positive experience of the years 2021 and 2022, when REN annual General Meeting was held exclusively
of the concrete measures determined by the Government due to the public health emergency caused by the Covid-19 disease and in line with the recommendations in force32), REN decided to hold the 2023 and 2024 annual General Meetings on a hybrid system, allowing shareholders to attend - and exercise their voting rights - in person or by telematic means. According to the notice for the 2024 Annual General Meeting, members were allowed to attend in person or by telematic means. Participation by telematic means was accompanied by the possibility of exercising the right to vote during the General Meeting, under the terms detailed in the notice to convene. At the same time, the notice to convene allowed for the possibility of electronic advance voting and provided the means for members to change their vote in advance during the General Meeting. Since 2021, REN has been consolidating the implementation of appropriate means for the non-presential participation of shareholders in the General Meeting, with the intention of also holding the next General Meetings in a
using telematic means and ensuring the corresponding exercise of voting rights remotely by electronic means (by virtue
27 See article 12(14) of the Articles of Association.
28 See Article 12(11) of the Articles of Association.
31 See article 12(6) of the Articles of Association.
32 'Recommendations within the scope of the General Meetings' regarding the national Corporate Governance regime issued within the framework of cooperation between the Portuguese Securities Market Commission (CMVM), the Portuguese Institute for Corporate Governance (IPCG) and the Association of Listed Companies (AEM).
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hybrid model, which will be defined in the respective notice to convene.
In summary, the admissibility of remote participation by shareholders in REN's General Meeting was initially adopted in 2021 as a reaction to the Covid-19 pandemic, but this practice is now consolidated and there is the intention to maintain it in the next General Meetings, under the terms to be defined in the respective notices. For this reason, REN provides all the necessary mechanisms to encourage its shareholders to participate and vote in General Shareholders' Meetings, either in person or remotely.
REN's Articles of Association do not provide for any systems for separating economic rights content and there is no mechanism in place to cause any conflict between the right to receive dividends and the subscription of new securities and the principle of 'one share, one vote', with the exception of the provision set out in the Articles of Association as described in I.2. and I.5. above, which seeks to make current regulations and the legal regime effective.
II. 13. Information on the maximum percentage of voting rights that can be exercised by a sole shareholder or by shareholders with whom they maintain a relationship pursuant to Article 20(1) of the Securities Code
As referenced above in I.2., the maximum percentage of voting rights that can be exercised by a sole shareholder or by
shareholders with whom they maintain a relationship pursuant to paragraph 1 of Article 20 of the Securities Code, on his behalf or as representative of another shareholder, is 25% of the votes corresponding to REN 's share capital.
As also referred to in I.2. and I.5. above, shareholders which, directly or indirectly, exercise control over a company which either produces or sells electricity or gas are not allowed to exercise voting rights at the General Shareholders' Meeting over any Company shares, except when ERSE has recognized that no risk of conflict of interest exists.
The persons who exercise control or rights over companies which either produce or sell electricity or gas may not appoint members to the Board of Directors (including members of the Audit Committee) or the statutory auditor, or members of bodies which legally represent it, on their own or through others with whom they are connected through shareholders' agreements, except when ERSE recognizes that there is no risk of conflicts of interest.
II.14. Identification of shareholder resolutions that, in accordance with the Articles of Association, shall only be passed with a qualified majority, aside from those legally provided for, and indication of these majorities
In accordance with Article 11(1) of the Articles of Association, the attendance or representation of shareholders holding at
least 51% of capital is essential in order that the General Shareholders' Meeting can be held and can resolve on the first call.
In accordance with Article 11(2) of the Articles of Association, the quorum for adopting resolutions on amendments to the Articles of Association, splits, mergers, transformation or dissolution of the company shall be two thirds of the votes issued, both for the first call and the second call, regardless of the percentage of capital represented (which, in the case of the second call, is more demanding than the provision of the Portuguese Companies Code).
Furthermore, in accordance with paragraph 3 of the same Article in the Articles of Association, resolutions for changes relating to Articles 7-A, 12(3) and 11 of the Articles of Association require the approval of three quarters of the votes issued (which is more stringent than the requirement in the Portuguese Companies Code).
The company considers that these majorities that are more stringent than those defined by law are justified by the fact that the matters in question are strategic and of structural importance, so that their change requires a broader consensus among shareholders. As regards in particular the articles referred to in the previous paragraph, the specially qualified majority required for their amendment is justified by the fact that such articles are intended to enable the company to monitor compliance with several legal obligations and the ERSE Decision, relating to full ownership unbundling, as best described in section I.2. above.
a) Composition
REN has adopted a corporate governance model based on an Anglo-Saxon model which consists of the following corporate bodies elected by the General Shareholders' Meeting33: i) a Board of Directors, responsible for the management of the Company's business, which delegates day-to-day management to the Executive Committee34 which is supported by specialized committees (described in further detail below), and ii) an Audit Committee and the Statutory Auditor, as supervision bodies. The Audit Committee consists exclusively of non-executive directors35.
II.16. Statutory rules relating to the procedural requirements and applicable provisions for the appointment and substitution of members of the Board of Directors (Art. 29-H(1)(h)
In accordance with the law and the Articles of Association36, the appointment and dismissal of members of the Board of Directors is the responsibility of the General Shareholders' Meeting, being carried out through lists of candidates selected by the nominating shareholder(s). With these lists

According to the Articles of Association37, a minority of shareholders voting against the winning proposal may appoint at least one director, provided that this minority represents at least 10% of the Company's share capital. Within the process of identifying and selecting potential
candidates for the Board of Directors the same are subject to REN's Diversity and Selection Policy, establishing the guiding principles followed by the Nominations and Appraisals Committee in assisting with the process to identify and select potential candidates. The Diversity and
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33 See article 8(2)(b) of the Articles of Association. 34 See article 8(1) of the Board of Directors regulations.
35 See article 3(1) of the Audit Committee regulations
37 See article 14(2).

36 See Article 8(2)(b), and Article 14(3), both in the Articles of Association; and Article 2(1) of the Board of Directors Regulations.
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Selection Policy provides a reference for drawing up and understanding the recommendations issued, particularly with regard to incompatibilities, independence and conflicts of interest.
Through its Selection and Diversity Policy, REN determines criteria and requirements relating to the profile of new members of the Board of Directors that it considers appropriate for the purposes of their duties. REN values the technical component, which includes academic training, professional experience and levels of responsibility in line with the characteristics and complexity of the company, but also privileges aspects such as diversity, since the existence of diversity will bring greater efficiency, creativity, critical capacity and innovation. By way of this policy, which establishes criteria and requirements of different natures, REN intends that the Board of Directors achieves goals of efficiency, excellence, innovation and dynamism.
In particular, the Selection and Diversity Policy determines that REN's Nomination and Appraisal Committee should take into account the following guidelines regard ing the individual profile of candidates prior to their identification:
• The governing bodies of REN shall be composed of members who have, individually and collectively, technical and professional skills appropriate to the
38 See article 393(3).
function to be performed, supported by academic qualification or specialised training and professional experience with duration and levels of responsibility that are in line with the characteristics, complexity, size and strategy of REN;
In addition, the Nomination and Appraisal Committee also considers it imperative that the composition of the corporate bodies reflects a diversity interpreted in a broad sense, encompassing its various perspectives and taking into account the specificities of REN and its Group, in order to achieve the objectives of efficiency, excellence, innovation and dynamism at the level of its corporate bodies and the functions they perform. Bearing these objectives in mind, the Nomination and Evaluation Committee seeks to promote, in accordance with the Selection and Diversity Policy, the following principles when selecting and recommending candidates:
governance, capital markets, investor relations, risk management, auditing, information technology, corporate social responsibility, the environment and sustainability;
The Portuguese Companies Code rules38 apply with regard to the substitution of members of the Board of Directors, given that neither the Company's Articles of Association, nor the Board of Directors or Audit Committee Regulations have special rules on this matter. The Board of Directors will only participate in said process in the event of replacement by co-option of missing directors, as described below. In this case, since it is a non-delegable competence of the Board of Directors, all Directors are involved in the co-option resolution, except in the event of conflicts of interest.
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The Company's Articles of Association39 state that the unjustified absence of any director at more than half of the ordinary meetings of the Board of Directors during one financial year, whether consecutive or non-consecutive absences, equates to the permanent absence of said director. Permanent absence must be declared by the Board of Directors, and they must also substitute the director in question.
II. 17. Composition of the Board of Directors, with indication of the minimum and maximum members and duration of term of office in accordance with the Articles of Association, number of full members, date of first appointment and date of termination of term of office of each member
The Board of Directors, comprising the Audit Committee, consists of a minimum of seven and maximum of fifteen members, as determined by the General Shareholders' Meeting that elects said members40.
Currently, the Board of Directors consists of fifteen members, including a total of twelve non-executive members. The members of the Board of Directors were appointed at REN's Annual General Meeting, held on 9 May 2024 under the terms set out in the following table.
At 31 December 2024, the REN Board of Directors consisted of the following members, who have been appointed for the 2024-2026 term of office:
| NAME | POSITION | YEAR OF FIRST APPOINTMENT |
FINAL YEAR OF TERM OF OFFICE |
|---|---|---|---|
| Rodrigo Costa | Chairman of the Board of Directors and the Executive Committee |
2014 | 2026 |
| João Faria Conceição | Executive Director | 2009 | 2026 |
| Gonçalo Morais Soares | Executive Director | 2012 | 2026 |
| Guangchao Zhu (on behalf of a State Grid International Development) |
Vice-Chairman | 2012 | 2026 |
| Yang Qu | Director | 2023 | 2026 |
| Tang Mingyi | Director | 2023 | 2026 |
| Jorge Magalhães Correia | Director | 2015 | 2026 |
| Dulce Mota | Director/ Member of the Audit Committee | 2023 | 2026 |
| Manuel Ramos de Sousa Sebastião | Director | 2015 | 2026 |
| Gonçalo Gil Mata | Director | 2015 | 2026 |
| Rosa Freitas Soares | Director/ Chairman of the Audit Committee |
2021 | 2026 |
| Maria Estela Barbot | Director | 2015 | 2026 |
| Ana Pinho | Director | 2019 | 2026 |
| Ana da Cunha Barros | Director/ Member of the Audit Committee | 2021 | 2026 |
| José Luís Arnaut | Director | 2012 | 2026 |
40 See Articles 8(2)(b) and 14(1) both of the Articles of Association.
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In accordance with the Articles of Association41, members of corporate bodies perform their respective duties for periods of three calendar years, a period which is renewable, considering as complete, the calendar year of appointment.
II.18. Distinction of the executive and non- executive members of the Board of Directors and, with regard to the non-executive members, identification of the members who can be considered independent
As of December 31, 2024 and on this date, twelve of the fifteen members of REN's Board of Directors are non-executive directors, as detailed in section II.17 above. The Board of Directors includes, therefore, a number of non-executive members that is adequate to the size of the company and the complexity of the risks related to its activity, which ensures the effective ability to supervise, monitor and assess the activity of the executive members, particularly bearing in mind the number of members of the Executive Committee,
the size and complexity of company's activities, the shareholder structure and breakdown of REN capital.
Taking into account the Anglo-Saxon governance structure of the company, the Audit Committee consists of non-executive members of the Board of Directors. Its composition is also deemed appropriate, namely taking into account the number of members and their availability, which is appropriate to the size of the company and the complexity of the risks inherent to its activity, efficiently ensuring the functions assigned to them.
Taking into account the assessment criteria on independence laid down in Article 414(5) of the Portuguese Companies Code for members of the Audit Committee, as well as in recommendation IV.2.4 of the IPCG Code for other non-executive directors, and based on the respective internal assessment, the REN Board of Directors and Audit Committee consider the following directors performing duties during the 2024 financial year to be independent:
| NAME | POSITION |
|---|---|
| Rosa Freitas Soares | Director/ Chairman of the Audit Committee |
| Ana da Cunha Barros | Director/ Member of the Audit Committee |
| Dulce Mota | Director/ Member of the Audit Committee |
| Manuel Ramos de Sousa Sebastião | Director |
| Maria Estela Barbot | Director |
| Ana Pinho | Director |
| Gonçalo Gil Mata | Director |
Furthermore, all non-executive members of the Board of Directors (in addition, naturally, to the directors that are also members of the Audit Committee) would comply, if they were applicable applicable, with all incompatibility rules laid down in Article 414-A(1) of the Portuguese Companies Code, save as provided for in sub-paragraphs b) and h).
REN considers that the proportion of independent directors is suitable given the number of executive directors and the total number of directors, taking particularly into account:
In light of the above, REN fully complies with CMVM recommendations IV.2.2, IV.2.3 and IV.2.4 of the IPCG Code, as the Board of Directors consists of an adequate number of non-executive members (considerably superior to the number of executive members) and, among these, more than one third are independent members (58.3%).
Moreover, Article 7-A and 7-B of the Articles of Association govern the special system of incompatibilities applicable to the election and performance of duties at any REN corporate body.
The aim of the provisions of Article 7-A of the Articles of Association is to establish a system of incompatibilities relating to potential conflicts of interest arising from the direct or indirect exercise of activities in the electricity or gas sectors, either in Portugal or abroad. Furthermore, the system set out in Article 7-B of the Articles of Association also seeks to prevent persons who exercise control or rights over companies which either produce or sell electricity or gas to appoint members to the Board of Directors (which also comprises members of the Audit Committee) or the statutory auditor, or members of bodies which legally represent it, on their own or through others with whom they are connected through shareholders' agreements, except when ERSE recognizes that there is no risk of conflicts of interest. Additionally, and in accordance with Article 12 of the Board of Directors' regulations, all directors are obliged to report any circumstance that could create a potential conflict.
The members of the corporate bodies and internal committees promptly inform the respective body or committee of the facts that might constitute or cause a conflict between their own interest and the corporate interest, and there are internal procedures in place so that such members of the corporate bodies and meeting at
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which the matter will be discussed and voted on); ii) must abstain from discussing the matter with other members of the bodies or committees; and iii) must not participate nor be present in the discussion and voting of the matter in question. Furthermore, the members of the bodies must inform the Chairman of the respective corporate body or committee in question of any facts that may trigger such potential conflict (in without prejudice to the duty to provide information and clarifications requested by the body or committee and its respective members)42.
The Ethics and Corporate Governance Committee is also responsible for preventing conflicts of interest (see section II.2.9. below), paying a particular attention to the compliance with such procedures. In view of the above, REN considers to be compliant with recommendations II.4.1. and II.4.2. of the IPCG Code.
The independent directors have not elected a coordinator, but the Company has established other equivalent mechanisms, which ensure the same coordination, which is why REN fulfils recommendation IV.2.1. of the IPCG Code.
In accordance with the Board of Directors Regulations, during 2024 this corporate body established efficient mechanisms for the coordination and development of the work of its members with non-executive and/ or independent functions, in particular to facilitate the exercising of their right to information and to assure the conditions and means necessary for the performance of their duties, as follows43:
Whenever they consider it necessary or convenient, directors with non-executive and/ or independent duties hold ad hoc meetings to analyse company's management.
Independent and/ or non-executive directors are guaranteed access to all the information
and to the Company's employees that may be necessary in order to allow them to assess the Company's performance, situation and development prospects. Access is ensured, in particular, to the minutes, supporting documentation for decisions taken, notices and archives of meetings of the other governing bodies, without prejudice to access to any other documents or persons from whom clarification may be requested.
In particular, all supporting documentation for meetings of the Board of Directors will be provided in a timely fashion and in advance, to the non-executive members of the Board of Directors, and the Executive Committee's resolutions and supporting documentation shall always be available for consultation44.
In addition, the Chairman of the Board of Directors informs, at the beginning of every Board of Directors' meetings, the most relevant resolutions and actions taken by the Executive Committee since the previous meeting that the other directors are not already aware of.
The Chairman of the Executive Committee promotes, as far as possible, the involvement of independent and/ or non-executive directors in specific projects and actions in order to allow independent and/ or non- executive directors to be more closely involved in the Company's activity, depending on the matters in question and the specific qualifications and preferences of each one.
It should also be noted that under the terms of Article 2(3) of the Executive Committee Regulations, the Chairman of the Executive Committee may invite any non-executive Director, as well as any director, to attend and participate in the meetings of the Executive Committee. In addition, the internal committees of the Board of Directors dedicated to the subjects of ethics, governance (Ethics and Corporate Governance Committee) and nominations and appraisals (Nominations and Appraisals Committee) are both exclusively composed by non-executive directors, including their chairmen, who act as interlocutors with the Chairman of the Board of Directors and the other directors and ensure the provision of the set of conditions and means necessary for the performance of the functions and duties of the committees they chair. The Sustainability Committee is made up of three executive directors and two independent non-executive directors. Therefore, through the mechanisms described above, all the conditions are established in order for the directors with non-executive and/ or independent functions to discharge their functions in order to make independent, informed and efficient decisions.
42 See Point X of the Regulations regarding Transactions with Related Parties, Articles 4(5) and 4(6) of the Audit Committee Regulations, Article 12 of the Board of Directors Regulations and Articles 7-A and 7-B of REN's Articles of Association.
43 See article 11 of the Board of Directors Regulations.
44 See Article 5 of the Executive Committee Regulations.
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The mechanisms listed are equivalent to the coordination achieved through the appointment of a coordinator because they ensure:
The company therefore fulfils recommendation IV.2.1. of the IPCG Code.
II.19. Professional Qualifications and other relevant information on the résumés of each of the members of the Board of Directors at 31.12.2024
Independent Director: November 2014 to February 2015 Executive Director: since February 2015 Chairman of the Board of Directors and CEO: since May 2015 Board of Directors Committees: Chairman of the Executive Committee and Chairman of the Sustainability Committee Other listed public companies Directorships: None Other current public company Directorships within past 5 years: None
Software developer with multidisciplinary experience: Worked for 11 years as a programmer, analyst and team manager, coordinating the development of business management and industrial applications.
Senior executive with responsibilities in General Management, Marketing and Business Development: Software, telecommunications, financial services and energy.
International experience: M&A, business development and management of large, diverse, multinational teams in different geographies. Extensive experience and direct responsibilities in the following markets: United States, Brazil, Chile, China, South Korea, Japan, India, Spain, France, UK and other countries in Western and Eastern Europe, Asia, South America and Africa.
Leadership and corporate governance: Several years of experience as Chairman of the Board of Directors and Executive Chairman of listed companies, contributing with an informed perspective during the meetings of the Board of Directors and the committees he has been a member of, namely with regard to the Corporate Governance perspective, with a view to developing a solid reputation for the benefit of the organization and the achievement of its objectives. This contribution was also aimed at creating a rigorous culture of social responsibility, long-term sustainability and high ethical standards.
Personal focus, Conference attendance and public speaking: During the past 10 years the main areas are: energy transition, climate change, corporate governance, people development, cyber security, executive leadership.
Previous experience - Professional and Community Involvement • General Counsel of Coimbra University;
Director: since March 2012 Board Committees: Executive Committee, Sustainability Committee Listed Public Company Directorship: None Listed Public Company Directorship within past 5 years: None
Corporate Governance: Due to his years of experience as a director of REN, he is very familiar with the company, its structure, business and future ambitions.
Finance: Experience developed throughout his career, both in investment banking and in various financial foundations.
Energy: More than 10 years of experience as a REN director.
Telecommunications: Solid career in the telecommunications industry, having taken on different responsibilities and functions within this area.
Director: since May 2009 Board Committees: Executive Committee, Sustainability Committee Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
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• Degree in Aerospace Engineering from the Instituto Superior Técnico (Portugal).
Director: since March 2012 Board Committees: None Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
Experience in energy markets: Experience in fast-growing International energy markets, including China.
• MBA at Baylor University (USA) > 2022
Director: since March 2023 Board Committees: Nominations and Evaluation Committee, Ethics and Corporate Governance Committee Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
Energy: 37 years of experience in the electricity sector in China, Brazil and Oman.
Business development and business administration: Held various senior positions in the areas of business development and business administration.
Other skills: Has a diverse set of skills ranging from strategy and planning, investment, project management, regulation and compliance, business development, corporate governance, communication, among others.
• State Grid International Development Limited (SGID):
• Oman Electricity Transmission Company (OETC):
• Bachelor's degree in electrical power systems engineering and automation from the University of Science & Technology, Chengdu, China > 1986.
MINGYI TANG
Director: since November 2023 Board Committees: None Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
Leadership: Throughout his professional career, he has held positions of responsibility, enabling him to develop skills in managing different teams and projects.
Experience in energy markets: Experience in fast-growing international energy markets including China.
• State Grid Corporation of China, Chinese state-owned electric utility corporation:
Director since April 2015 Board Committees: None Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: Yes - Banco Millennium BCP
Corporate Governance and financial experience: He has held positions in various financial and Insurance companies, including as Chairman of the Board of Directors and Director. He has also held responsibilities in the legal, auditing, human resources and commercial areas.
Leadership, negotiation and people management
• Fidelidade - Companhia de Seguros, S.A., Insurance company:
• Law degree from the University of Lisbon > 1982.
Director: since November 2023 Board Committees: Audit Committee Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
Leadership: Throughout her professional career, she has held positions of responsibility, which enabled her to develop skills in managing different teams and projects.
Corporate Governance: Worked in various companies as manager and director and is therefore familiar with the management and internal procedures of Portuguese companies.
Financial Sector: Solid experience in different companies in the Portuguese banking and financial sector.
Director: since April 2015 Membro de Comissões: Chairman of the Nominations and Appraisals Committee Listed Public Company Directorships: Yes Listed Public Company Directorships within past 5 years: Yes
Knowledge: Career i) in the banking sector, first as a staff member and later as a member of management bodies, in executive and non-executive functions, and of supervisory bodies; ii) in regulatory authorities, as a staff member (Banco de Portugal), member of the board of directors (Insurance Institute of Portugal and Banco de Portugal), and chairman (Portuguese Competition Authority); iii) at the International Monetary Fund, as economist; iv) in the energy sector, as non-executive director and chairman of the Audit Committee of REN SGPS, S.A.; and v) in academia, as teaching assistant and professor of economics and finance, at different stages of his career, at three universities (Universidade Nova de Lisboa, Universidade Católica de Lisboa, and ISCTE - Instituto Universitário de Lisboa).
GONÇALO GIL MATA
Membro do Órgão Administração: since April 2015 Board Committees: None Membro de Órgãos de Sociedades Cotadas: None Membro de Órgãos de Sociedades Cotadas nos últimos cinco anos: None
Experience: He has developed his career in the areas of Venture Capital and Investment Banking, as well as having experience in the area of Strategic Consulting and basic training in the areas of Technology and Business Management.
Venture Capital: As Executive Partner of C2 Capital Partners, he coordinates the investment portfolio of several funds focused on SMEs and the tourism and real estate sectors.
Investment Banking: As head of Corporate Finance at Deutsche Bank (Portugal), S.A., he coordinated several M&A and Capital Markets operations.
Strategic Consulting: He has worked on several strategic Consulting projects at McKinsey & Company for large Portuguese groups in Banking, Insurance and Telecommunications sectors.
• Non-Executive Member of the Board of Directors of Arquiled, S.A.;
Director: since April 2021 Board Committees: Chairman of the Audit Committee and a Member of the Nominations and Appraisals Committee Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
Specialist in tax and investment law issues: Participation in numerous projects involving the restructuring of both Portuguese and international groups. She has relevant experience in the banking/ financial services sector, both in dealing with the audit and tax issues of banks/financial institutions and in the tax analysis of financial products. She has also developed expertise in individual income taxes, social security regimes and wealth/ estate tax planning issues.
Experience acknowledged by high entities: Due to her level of experience, and technical ability, she was chosen by the Government to be part of Commission that aimed to carry out tax reform and has also won multiple awards.
• Sogrape, SGPS, S.A., management of equity stakes in other companies:
• Member of the Remuneration Committee > April 2016 to date.
• Equity Partner > September 2002 to June 2020;
• Analyst > June 1988 to August 1990.
2016 to June 2020;
on tax matters:
• Elected as a tax expert in the Portuguese market by International Tax Review (ITR);
• Deloitte Central Services, S.A., provides consulting services relating to tax matters:
• Head of Family Businness in Portugal at Deloitte Family Business Center > January
• Directed the Portuguese Transfer Pricing practice > June 2006 to June 2018; and • Directed the Personal Tax Division in Portugal > September 1999 to June 2020.
Director: since April 2015 Board Committees: Ethics and Corporate Governance Committee Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
Relevant business experience: Skills in corporate governance, business administration and financial engineering processes. Relevant business experience in the industry, with subsequent in-depth knowledge of the business world at both national and international level. Responsible for negotiating and developing partnerships with multinational companies (Dupont, BR Chemicals, Rhone Poulenc, Signode Packaging Solutions, among others). Led the process of acquiring AGA - Álcool e Géneros Alimentares, S.A., which culminated in the purchase of the Portuguese state-owned company (1994), its restructuring and in the development of new business areas (pharmaceutical products).
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• Course In Corporate Governance course at Harvard Business School > 2016;
• Course In Executive Programme at DBS - London Business School > 2007; and
• Degree In Economics from the University of Porto > 1981.
Director: since May 2019 Board Committees: Sustainability Committee Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
REN Board Member: since April 2021 Board Committees: Audit Committee and Sustainability Committee Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
Financial markets and advisory experience: Over 25 years of investment banking experience in top tier international banks, focusing on strategic advisory and execution of M&A, debt and equity financings across several industries and geographies, while collaborating with diverse stakeholders.
Governance and regulatory expertise: Combines service on the board of several financial services regulated entities with governance advocacy.
Risk, technology and sustainability matters: Drawing upon current board and committee roles, with years of experience in the financial industry and continuous learning.
• Co-President and Co-Vice-President of the WomenExecs on Boards, (501c(6) US non-profit institution) a global network of over 400 women who have graduated from Harvard Business School's board governance programs October 2022 to February 2025.
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Director: since June 2012 Board Committees: Chairman of the Ethics and Corporate Governance Committee Listed Public Company Directorships: None Listed Public Company Directorships within past 5 years: None
Leadership: Throughout his career he has carried out leadership functions, by coordinating different projects, people and teams.
Corporate Governance: Due to his years of experience as a director or member of other governing bodies and committees, he is familiar with the management and activities of companies.
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The professional address of each of the abovementioned members of the Board of Directors is the address of REN's head office, located at Avenida Estados Unidos da América, No 55, parish of Alvalade, in Lisbon.
It should be noted that the members of the Board of directors, as demonstrated above, have had training and/ or have relevant professional experience in REN's sector of activity, such as company management, engineering, functions related to electricity and gas, economics and law, thus demonstrating their qualification and suitability for the position and having, as a whole, a varied and suitable range of skills for the management of REN.
II.20. Common and significant family, professional and commercial relationships of the members of the Board of Directors with shareholders to who a qualifying holding is attributable on 31.12.2024
| DIRECTOR | OWNER OF QUALIFIED HOLDINGS | RELATION |
|---|---|---|
| Rodrigo Costa | - | - |
| João Faria Conceição | - | - |
| Gonçalo Morais Soares | - | - |
| Guangchao Zhu (on behalf of a State Grid International Development Limited) |
State Grid Corporation of China | Vice-President of State Grid Corporation of China (see II.19 and 26) |
| Yang Qu | State Grid Corporation of China | Advisor |
| Tang Mingyi | State Grid Corporation of China | Deputy Director of the legal department |
| Jorge Magalhães Correia | Fidelidade – Companhia de Seguros, S.A. | Chairman of the Board of Directors of Fidelidade – Companhia de Seguros, S.A. (see II.26) |
| Dulce Mota | - | - |
| Manuel Ramos de Sousa Sebastião | - | - |
| Gonçalo Gil Mata | - | - |
| Rosa Freitas Soares | - | - |
| Maria Estela Barbot | - | - |
| Ana Pinho | - | - |
| Ana da Cunha Barros | - | - |
| José Luís Arnaut | - | - |
II.21. Flowcharts or functional maps on the breakdown of powers among the different corporate bodies, committees and/ or departments of the Company, including information on delegation of powers, particularly with regard to delegation of the day-to-day management of the Company
As per flowchart in II.15., REN has adopted a corporate governance model based on an Anglo-Saxon model which consists of the following corporate bodies elected by the General Shareholders' Meeting45: i) a Board of Directors, responsible for the management of the Company's business, which delegates the day-to-day management of the Company to the Executive Committee46 and which is supported by specialized committees, and ii) an Audit Committee and Statutory Auditor, as supervisory bodies. The Audit Committee consists exclusively of non-executive directors. The General Shareholders' Meeting also elects a Remunerations Committee.
In order to better understand the division of powers among the different corporate bodies, the organization chart below outlines REN's business units in 2024:

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45 See article 8(2)(b) of the Articles of Association.
46 See article 8(1) of the Board of Directors regulations.
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The General Shareholders' Meeting is a corporate body comprising all the company shareholders, and its responsibilities, in particular, include:
Pursuant to the Portuguese Companies Code and REN's Articles of Association, the Board of Directors is duly empowered. Of special note are the powers to:
In accordance with the Board of Directors regulations, as at 25 July 202447, matters which cannot be legally delegated to the Executive Committee include the co-option of directors, requests to convene General Shareholders' Meetings, approval of the annual report and accounts to be submitted to the General Shareholders' Meeting, the granting of deposits and personal or in rem guarantees by the Company, the transfer of the registered office, the increase of the Company's registered share capital and the approval of merger, demerger and transformation projects.
47 See Article 3 (5) and article 407(4) of the Portuguese Companies Code.
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approved in the Company's annual budget and the corresponding value does not exceed individually or in total 25,000,000 euros (twenty- five million euros);
(five hundred thousand euros) or, regardless of the amount in question, any transactions with related parties which may be considered as not being made on an arms' length basis or not in the ordinary business of REN or the subsidiary in question; and
q) Approval of the half-yearly and, when applicable, quarterly accounts to be published in accordance with the applicable legal provisions.
In turn, the acquisition and transfer of assets, rights or shareholdings with an economic value greater than 10% of the Company's consolidated fixed assets is subject to prior approval from the General Shareholders' Meeting49.
Currently, REN does not use artificial intelligence mechanisms in its decisionmaking process, however, such use, under the terms of Article 4(10) of the Regulations of the Board of Directors, may take place provided that it is preceded by a consultive report from the Ethics and Corporate Governance Committee which defines the guidelines for its use.
On 9 May 2024, the Executive Committee was delegated, to the extent permitted by law, the Company's Articles of Association and by the Board of Directors' own regulations, with all the powers necessary or convenient to the performance of the management
acts regarding the activities included in the Company's corporate scope, which include, in particular, the following attributions, to be performed under and within the limits established annually in the operation budget and in the strategic plan, to be approved, upon proposal of the Executive Committee, by the Board of Directors:
49 See Article 15(2) of the Articles of Association and Article 3(6) of the Board of Directors Regulations.
all contractual Instruments or related accessories and the pursuit of any steps or taking of any measures necessary for such updating, namely before any supervisory, market or other entity;
Specifically in relation to the entering into medium or long-term debt agreements not covered by paragraph j) above, and taking into account the objective of ensuring
the adequate financing of the REN Group, the Board of Directors delegated to the Executive Committee the necessary powers to negotiate the specific terms of each debt instrument with respect to, among other aspects, the amount, term, interest rate, reimbursement conditions, selection of financial intermediaries and other relevant elements. The Executive Committee shall, considering the importance of such operations, submit the relevant contracts or agreements to the Board of Directors for their final approval.
The delegation of powers to the Executive Committee does not exclude the possibility for the Board of Directors to resolve on delegated matters and does not include matters reserved by law, by the Articles of Association, by the Board of Directors Regulations or by the Regulations on "Assessing and Monitoring Transactions with Related Parties and Preventing Situations of Conflicts of Interest":
50 On January 2022, new Service Order CE/17/2021 came into force, establishing the cooperative alignment between the various companies in the REN Group, through standards aimed at coordinating the activity and day-to-day management of the REN Group, through binding instructions, without prejudice to strict compliance with the respective Articles of Association, the Commercial Companies Code, the Securities Code and other applicable legislation.
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of encumbrances to be made by the Company and/ or by its subsidiaries, where the individual or aggregate value is higher than 15 million euros, except if already approved within the Company's annual budget and the corresponding value does not exceed individually or in total 25 million euros;
x) The resolution on all the matters which are deemed strategic, notably because they are related to strategic agreements entered into by REN or due to their risk or special characteristics.
Taking into account the above, non-executive directors, including members of the Audit Committee, participate in the definition by the management body of the strategy, main policies, corporate structure and decisions that should be considered strategic for the company by virtue of their amount or risk, as well as in the evaluation of the compliance with those measures, as these decisions were not delegated to the Executive Committee, but should be decided by the Board of Directors, of which non-executive directors are members, and who in the terms described above, have access to all the information necessary for their duties.
During 2024, the Audit Committee met with REN's Risk Management Committee, where a presentation was made on risk management at REN, and the main risks were also listed, thus allowing the members of this committee to be aware of, assess and give their opinion on these matters, prior to the final approval of the Risk Policy by the Board of Directors.
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For a better understanding of the Executive Committee's competences, the organisational chart is included below: STUDIES AND REGULATION OPERATION INVESTOR RELATIONS SUSTAINABILITY AND COMMUNICATION CONTROL, ACCOUNTING AND TAX PLANNING AND BUSINESS DEVELOPMENT FINANCIAL MANAGEMENT CONSULTING AND IT PROJECT MANAGEMENT PROCUREMENT ENERGY SERVICES BUILDINGS AND GENERAL SERVICES INSTITUTIONAL RELATIONS INFORMATION SYSTEMS SUPPORT FUNCTIONS REN PRO OTHER BUSINESS UNITS REN PORTGÁS RENTELECOM MEDIA RELATIONS HUMAN RESOURCES ENONDAS LEGAL SERVICES REN FINANCE OPERATIONAL SUSTAINABILITY TRANSEMEL NETWORK PLANNING SYSTEM MANAGEMENT OPERATIONS AND SYSTEM MANAGEMENT ASSET MANAGEMENT ENGINEERING AND INNOVATION REGULATION, PLANNING AND ENGINEERING CTO SUPPORT TO THE EXECUTIVE COMMITTEE EXECUTIVE COMMITTEE
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With a view to optimizing management efficiency, the members of the Executive Committee have divided responsibility for the direct monitoring of specific areas of the company's operations among themselves during the 2024 financial year, as shown in the following diagram:

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Audit Committee and Statutory Auditor
The Audit Committee and the Statutory Auditor are the Company's supervisory bodies, and their main powers are set out in III.38.
The Remuneration Committee is responsible for defining the proposed remuneration policy of the members of the governing bodies and internal committees and for submitting it to the General Meeting, as well as for setting remuneration in accordance with the approved policy.
Within its responsibilities, the Remunerations Committee has also actively participated in performance assessment, particularly for purposes of setting the variable remuneration of executive directors.
The Board of Directors Regulations and the Executive Committee Regulations, which establish, inter alia, the performance of their respective duties, chairmanship, attendance of meetings, functioning and the framework of duties of its members, are available on the REN website in Portuguese and English.
As detailed in the law and its regulations, at the meetings of the Board of Directors and the Executive Committee, detailed minutes are drawn up, approved and signed by all members present.
The meetings of the Board of Directors are convened and chaired over by the respective Chairman. It is the responsibility of the Board of Directors to decide on the frequency of their ordinary meetings, notwithstanding the fact that bimonthly meetings are mandatory, on dates to be fixed annually51.
Moreover, the Board of Directors is required to meet on an extraordinary basis whenever convened by the Chairman, or, on his absence, by the Vice-Chairman, by two directors or at the request of the Statutory Auditor52.
In 2024, the Board of Directors held 6 meetings. The following table shows the number of meetings of the REN Board of Directors at which directors were present or duly represented.
| NAME | PRESENT | REPRESENTATION | ABSENT | % ATTENDANCE |
|---|---|---|---|---|
| Rodrigo Costa | 6 | 0 | 0 | 100% |
| João Faria Conceição | 6 | 0 | 0 | 100% |
| Gonçalo Morais Soares | 6 | 0 | 0 | 100% |
| Guangchao Zhu (on behalf of State Grid International Development Limitedd) |
4 | 2 | 0 | 100% |
| Yang Qu | 6 | 0 | 0 | 100% |
| Tang Mingyi | 6 | 0 | 0 | 100% |
| Jorge Magalhães Correia | 5 | 1 | 0 | 100% |
| Dulce Mota | 6 | 0 | 0 | 100% |
| Manuel Ramos de Sousa Sebastião |
6 | 0 | 0 | 100% |
| Gonçalo Gil Mata | 6 | 0 | 0 | 100% |
| Rosa Freitas Soares | 6 | 0 | 0 | 100% |
| Maria Estela Barbot | 6 | 0 | 0 | 100% |
| Ana Pinho | 5 | 1 | 0 | 100% |
| Ana da Cunha Barros | 6 | 0 | 0 | 100% |
| José Luís Arnaut | 5 | 1 | 0 | 100% |
51 See Article 19 (1) of the Articles of Association and article 4(2) of the Board of Directors Regulations.
52 See Article 19(1) of the Articles of Association and article 4(3) of the Board of Directors Regulations.
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In addition, information on the composition of the Board of Directors and the number of meetings held annually can be found at website.
Directors and employees of other companies of the REN Group, as well as their respective advisors, or other interested parties, may be called upon to participate (but not vote) in meetings of the Board of Directors, whenever the Board of Directors deems that their presence is necessary or convenient.
Meetings of the Executive Committee are convened and chaired over by the respective Chairman and are held, as a rule, once a week53.
In 2024, the Executive Committee held 41 meetings.
The Chairman of the Executive Committee (who, as already mentioned, is also Chairman of the Board of Directors), sends to the Chairman of the Audit Committee the minutes of the Executive Committee's meetings, with the supporting documentation, as well as the respective convening notices, when applicable. The Executive Committee provides timely and appropriate information to members of other corporate bodies upon their request54. This mechanism ensures that the members of the administrative and supervisory bodies have permanent access to all information for the evaluation of the company's performance, situation and prospects for development.
In addition, information on the composition of the Executive Committee and the number of meetings held annually can be found on REN's website.
| NAME | PRESENT | REPRESENTATION | ABSENT | % ATTENDANCE |
|---|---|---|---|---|
| Rodrigo Costa | 41 | 0 | 0 | 100% |
| João Faria Conceição | 41 | 0 | 0 | 100% |
| Gonçalo Morais Soares | 41 | 0 | 0 | 100% |
The performance of members of the Executive Committee has been assessed by the Nominations and Appraisals Committee and by the Remunerations Committee, within the scope of their respective responsibilities.
Also of note is the role played by the Audit Committee in the verification of the quantitative aspects of assessment.
The Board of Directors, through its Nominations and Appraisals Committee, within the scope of its powers, assesses the overall performance of the Board of Directors and the specialized committees, taking into account compliance with the company's strategic plan and budget, risk management, its internal functioning and the contribution of each member, and the relationship between the company's bodies and committees. This committee should be composed of a maximum of four members, appointed by the Board of Directors from among its non- executive members, unless the Chairman of the Board of Directors is an executive, in which case he may be a member of the committee (Article 2 (1) of the Nominations and Appraisals Committee Regulations). This committee must comprise a majority of independent
directors. The Chairman of the Nominations and Appraisals Committee should also be appointed by the Board of Directors from among its independent members.
The annual performance assessment of executive directors is based on predetermined criteria, under the terms outlined in III.71. below.
53 See article 2 (1) of the Executive Committee regulation.
54 See article 5 of the Executive Committee regulation.
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Board of Directors, specifying the roles carried out concurrently in other companies, both within and outside the group, and other relevant activities carried out by the members of the aforementioned bodies
Shown below are the duties carried out on administrative, management and supervisory bodies by members of REN's Board of Directors and Audit Committee at 31 December 2024:
• Chairman of the Board of Directors of REN Rede Eléctrica Nacional, S.A.
| DIRECTOR | AT 31 DECEMBER 2024 |
|---|---|
RODRIGO
COSTA • Chairman of the Board of Directors of REN Gasodutos, S.A. • Chairman of the Board of Directors of REN Atlântico – Terminal de GNL, S.A. • Chairman of the Board of Directors of REN Armazenagem, S.A. • Chairman of the Board of Directors of REN Serviços, S.A. • Chairman of the Board of Directors of REN PRO, S.A. • Chairman of the Board of Directors of Enondas, Energia das Ondas, S.A. • Chairman of the Board of Directors of REN Gás, S.A. • Chairman of the Board of Directors of REN Rentelecom – Comunicações, S.A. • Chairman of the Board of Directors of Aerio Chile, Spa • Chairman of the Board of Directors of Apolo Chile, Spa • Chairman of the Board of Directors of Empresa of Transmisión Eléctrica Transemel, S.A. JOÃO FARIA CONCEIÇÃO • Member of the Board of Directors of REN Rede Eléctrica Nacional, S.A. • Member of the Board of Directors of REN Gasodutos, S.A. • Member of the Board of Directors of REN Atlântico – Terminal de GNL, S.A. • Member of the Board of Directors of REN Armazenagem, S.A. • Member of the Board of Directors of REN Serviços, S.A. • Member of the Board of Directors of REN PRO, S.A. • Member of the Board of Directors of Rentelecom – Comunicações, S.A. • Member of the Board of Directors of Enondas, Energia das Ondas, S.A. • Member of the Board of Directors of REN Gás, S.A. • Member of the Board of Directors of the Centro de Investigação em Energia REN – State Grid, S.A. • Non-executive Member of the Board of Directors of Hidroeléctrica de Cahora Bassa • Member of the Board of Directors of Aerio Chile, Spa • Chairman of the Board of Directors of Electrogas, S.A. • Member of the Board of Directors of Apolo Chile, Spa • Member of the Board of Directors of Empresa of Transmisión Eléctrica Transemel, S.A. GONÇALO MORAIS SOARES • Member of the Board of Directors of REN – Rede Eléctrica Nacional, S.A. • Member of the Board of Directors of REN Gasodutos, S.A. • Member of the Board of Directors of REN Atlântico – Terminal de GNL, S.A. • Member of the Board of Directors of REN Armazenagem, S.A. • Member of the Board of Directors of REN Serviços, S.A. • Member of the Board of Directors of REN PRO, S.A. • Member of the Board of Directors of Enondas, Energia das Ondas, S.A. • Member of the Board of Directors of REN Gás, S.A. • Chairman of the Board of Directors of REN Finance BV • Member of the Board of Directors of Rentelecom – Comunicações, S.A. • Member of the Board of Directors of Aerio Chile, Spa Member of the Board of Directors of Electrogas, S.A. • Member of the Board of Directors of Apolo Chile, Spa • Member of the Board of Directors of Empresa of Transmisión Eléctrica Transemel, S.A.
As a result of the framework above, REN executive directors exclusively carry out duties on governing bodies of companies that are either directly or indirectly subsidiaries or partly owned by REN. Thus, they are completely dedicated to carrying out their role - seeking at all times to develop the business and serve the interests of the company and the Group to its full potential.
In fact, although not formalized in internal regulations specifically addressing Executive Directors, in practice, REN's policy is that its executive directors perform executive functions during their term of office only in the REN Group. This practice has always been followed in previous terms of office. In addition, the Code of Conduct establishes that, without prejudice to the provisions on incompatibilities regarding the performance of certain duties or the exercise of corporate positions, and except with a prior authorisation of the Board of Directors55, no employee of REN (including members of corporate bodies, as defined in this code) may engage in professional activities in an entity external to REN , whenever the exercise of such activity interferes with the performance of his duties as an employee of the company or in any way affects the performance or availability for the duties performed by the employee at REN.
Moreover, it should be noted that, upon their appointment, the executive directors declared their full dedication to carrying out their role and pursuing the objectives laid out, and have proven this through their attendance at Board of Directors and Executive Committee meetings and through their work carried out within REN.
Duties of non-independent non-Executive Directors performing duties at 31.12.202456:
| DIRECTOR | AT 31 DECEMBER 2024 |
|---|---|
| GUANGCHAO ZHU | • Vice-President of the State Grid Corporation of China |
| • Chairman of the Board of Directors at NGCP, Philippines | |
| • Board Member of HKEI in Hong Kong, China | |
| YANG QU | • Advisor at SGID |
| • Vice-Chairman of the OETC Board of Directors | |
| TANG MINGYI | • Deputy director of the legal affairs department at State Grid Corporation of China |
| JORGE MAGALHÃES CORREIA | • Chairman of the Board of Directors of Fidelidade - Companhia de Seguros, S.A. |
| • 1st Non-Executive Vice-Chairman of the Board of Directors of Banco Comercial Português, S.A | |
| • Non-Executive Chairman of the Board of Directors of Luz Saúde, S.A. | |
| JOSÉ LUÍS ARNAUT | • Managing Partner at CMS Rui Pena, Arnaut & Associados |
| • Member of the Executive Commission at CMS Legal Services EEIG (Frankfurt) | |
| • Chairman of the Board of Directors at ANA - Aeroportos de Portugal (Vinci Airports) | |
| • Member of the International Advisory Board at Goldman Sachs (London) | |
| • Member of the Advisory Board da AON | |
| • Vice-Chairman of the Associação Turismo de Lisboa | |
| • Chairman of the General Meeting of Portway, Handling de Portugal, S.A. (Vinci Airports) | |
| • Chairman of the General Meeting of Siemens Portugal | |
| • Chairman of the General Meeting of Grupo Super Bock | |
| • Chairman of the General Meeting of Tabaqueira II, S.A. | |
| • Chairman of the General Meeting of Federação Portuguesa de Futebol |
55 See The framework of "Incompatibilities" established in articles 7-A and 7-B of REN's Articles of Association, as well as article 12(3) of the Board of Directors' Regulations.
56 None of the companies identified belong to the REN Group.
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Upon their appointment, the non-executive directors named above stated that they were available to perform their duties in order to achieve established goals. This availability has been proven through their attendance at meetings of the management and supervisory bodies and through their work carried out within REN. Duties of independent non-executive directors at 31.12.202457:
| DIRECTOR | AT 31 DECEMBER 2024 |
||||
|---|---|---|---|---|---|
| Manuel Ramos de Sousa | • Chairman of the Directive Council of Ulisses - Foundation for the Development of Management | ||||
| Sebastião | • Chairman of the Supervisory Board of IPCG - Portuguese Institute of Corporate Governance | ||||
| Gonçalo Gil Mata | • Executive Partner and Member of the Board of Directors of C2 Capital Partners - Soc. Capital de Risco, S.A. | ||||
| • Member of the Board of Directors of companies managed by FIAE, Promoção e Turismo | |||||
| • Manager of Goma Consulting, Lda. | |||||
| Rosa Freitas Soares | • Member of the Remuneration Committee of Sogrape, SGPS, S.A. | ||||
| Maria Estela Barbot | • Managing Partner at ALETSE (Real Estate) | ||||
| • Member of the Board of Trustees of the Universidade Nova de Lisboa Foundation | |||||
| • President of Fórum Portugal Global - FPG | |||||
| • Chairman of the Portuguese Group of the Trilateral Commission | |||||
| • Vice Chairman of the District of Porto - SEDES - Associação para o Desenvolvimento Económico e Social | |||||
| • Member of the Advisory Board - SEDES- Associação para o Desenvolvimento Económico e Social | |||||
| • Member of the Advisory Board of Ar.Co - Centro de Arte e Comunicação Visual, | |||||
| • Member of the Board of Founders and Remuneration Committee of Museu de Arte Moderna da Fundação de Serralves | |||||
| • Member of the Advisory Board - Associação Laurel | |||||
| Ana Pinho | • Chairman of the Board of Directors and of the Executive Committee of the Serralves Foundation | ||||
| • Director of ATP - Porto and North Tourism Association | |||||
| • Manager of Arsopi – Lda | |||||
| • Director of Tecnocon-Tecnologia e Sistemas de Controle, S.A. | |||||
| Ana da Cunha Barros | • Independent Non-Executive Director of Abanca Corporación Bancária, S.A. and Member of the Risk Committee | ||||
| • Non-executive Director of Banco BIC Português, S.A and Member of the Nominations, Remuneration and Governance Committee |
|||||
| • Non-executive Director of Statusdesafio Capital SGOIC, S.A. | |||||
| Dulce Mota | • Non-executive Director of Norgarante and Lisgarante |
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From the above it can be concluded that 12 non-executive members of the Board of Directors (as opposed to the executive members) hold positions outside the REN Group, at an average of circa four positions per director.
Upon their appointment, the non-executive directors and members of the Audit Committee (where applicable) identified above stated that they were available to perform their duties in order to achieve established goals. This availability has been proven through their attendance at meetings of the management and supervisory bodies and through their work carried out within REN.
II.27. Identification of committees set up within the Board of Directors, and place where the operating regulations may be found
In 2024, the Board of Directors was assisted by the specialized committees within the Board of Directors set up in 2015.
The Board of Directors is regularly assisted by the Ethics and Corporate Governance Committee which supports and assists the Board of Directors in the preparation of the annual corporate governance report and generally in meeting legal obligations and adopting best practices regarding corporate governance. This committee is made up of up to four members appointed by the Board of Directors from among its executive or non- executive members.
Additionally, the Nominations and Appraisals Committee also assists the Board of Directors in the preparation of succession plans for executive board members and provides recommendations regarding the profile and relevant nominees for future appointments to the Board of Directors; it also supports the Board of Directors in the assessment of the overall performance of the Board of Directors, its executive members and specialized committees. Each of these committees is chaired by non-executive directors who, among other duties, act as interlocutor with the Chairman of the Board of Directors and the other directors and ensure that all the conditions and means necessary for the performance of the functions and duties of the committees they chair are available.
The Nominations and Appraisals Committee is composed by two independent directors and one non-independent director, which means that the Company complies with recommendation VI.3.2. of the IPCG Code, insofar as "the committee for appointing members of governing bodies includes a majority of independent directors".
Furthermore, in 2021, the Board of Directors approved the creation of the Sustainability Committee, whose purpose is to promote and supervise, together with the Board of Directors, actions on environmental, social and governance responsibility. Pursuant to Article 2(1) of the Sustainability Committee Regulations, the Sustainability Committee may be composed of executive and non-executive members. Currently, the Sustainability Committee is composed by the Executive Committee and by two
independent non- executive directors. Its regulations can be consulted on REN's website da REN. Refer also to the information included below in Section 3 of this Report.
Their internal regulations can be consulted on REN's website das well as information on the composition of these committees and the number of meetings held annually.
At 31 December 2024, the Executive Committee comprised the members indicated in II.17.
As mentioned in II.27., there are specialized committees operating within the REN Board of Directors, namely the Ethics and Corporate Governance Committee, the Nominations and Appraisals Committee and the Sustainability Committee.
The Ethics and Corporate Governance Committee has the powers and competences conferred by its internal regulations58. Among these, of special note are those who:
corporate governance matters;
58 See Article 3 of the Ethics and Corporate Governance Committee Regulations
incompatibilities and the independence of the members of the Board of Directors;
The Nominations and Appraisals Committee has the powers and competences conferred by its internal regulation59. Among these, of special note are:
Nominations and Appraisals Committee by the Board of Directors within the scope of its duties.
59 See Article 3 of the Nominations and Appraisals Committee Regulations.
60 See Article 3 of the Sustainability Committee Regulations.
In its relationship with the other governing bodies, the Sustainability Committee must:
REN understands that the definition of senior management only encompasses the members of the company's management and supervisory bodies, hence REN hasn't created an additional nominations committee to the Nominations and Appraisals Committee for the purpose of appointing other management staff. The Nominations and Appraisals Committee is composed by three non-executive directors, two of whom are independent (and one of whom acts as Chairman). With regard to the Executive Committee, see II.2.1.
The Regulations of the Ethics and Corporate Governance Committee, the Nominations and Appraisals Committee and the Sustainability Committee establish, inter alia, the performance of the respective duties, chairing, attendance of meetings, operation and framework of duties of its members and can be consulted on REN website in Portuguese and in its English translation.
As provided for in its regulations, its meetings are drawn up, approved and signed by all members who are present.
III.30. Identification of the supervisory bodies (Supervisory Board, Audit Committee or General and Supervisory Board), corresponding to the adopted model
As stated above61, REN has adopted an Anglo-Saxon model of corporate governance with supervisory bodies consisting of the Audit Committee and the Statutory Auditor. The Audit Committee is made up solely of independent and non-executive directors62 (including the Chairman), possessing the necessary powers to perform their duties.
III.31. Composition of the Audit Committee, with indication of the minimum and maximum members and duration of term of office in accordance with the Articles of Association, number of full members, date of first appointment and date of termination of term of office of each member
As of 31 December 2024, the Audit Committee comprised three members as identified in II.17. This structure has proven adequate for carrying out their functions efficiently, taking into account the Company's size and business and the complexity of the associated risks.
REN's Articles of Association stipulate that the Audit Committee shall be made up of three members.
As regards the remaining appropriate information, please also refer to point II.17.
III.32. Identification of the members of the Audit Committee considered to be independent, in accordance with Article 414(5) of the Portuguese Companies Code
See II.18. above.
III.33. Professional Qualifications and other relevant information on the résumés of each of the members of the the Audit Committee
See II.19. above.
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62 See Article 3(3) of the Audit Committee regulations.
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III.34. Existence and place where the operating regulations can be consulted for the Audit Committee
Audit Committee regulations, which establish, inter alia, the performance of the respective duties, chairing, attendance of meetings, operation and framework of duties of its members which can be consulted on REN website in Portuguese and English.
As provided for in its regulations, its meetings are drawn up, approved and signed by all members who are present.
Audit Committee meetings are convened and chaired over by the respective Chairman and are held monthly, except in August. In addition to its ordinary meetings, the Audit Committee may meet whenever convened by its Chairman or by the remaining two members63.
In 2024, the Audit Committee held 13 meetings.
Moreover, information on the composition of the Audit Committee and the number of meetings held annually may also be consulted on REN's website.
III.36. Duties of each member of the Audit Committee, indicating roles carried out concurrently within other companies, both within and outside the group, and other relevant activities carried out by the members of the aforementioned bodies
With regard to this matter, see II.26.
III.37. Description of the procedures and criteria applicable to the intervention of the supervisory bodies for the purposes of contracting additional services from the external auditor
In accordance with Audit Committee regulations and the Regulation on the External Auditor68, the Control, Accounting and Tax Department centralises requests to the Audit Committee to contract services with the auditor and specifies whether they are "Audit Services", "Non-Audit Services required by law from the Statutory Auditor" or "Non-Audit Services not required by law from the Statutory Auditor ".
The Audit Committee evaluates proposals for the services to be provided by the external auditor or by entities in the network to which it belongs, taking into account, in particular, whether the services in question are classified as prohibited services or services permitted by law. In the case of services permitted by law, the Audit Committee clarifies whether the services are classified as auditing services, non-auditing services required by law from the Statutory Auditor or non-audit services not required by law from the Statutory Auditor.
| NAME | PRESENT | REPRESENTATION | ABSENT | % ATTENDANCE |
|---|---|---|---|---|
| Manuel Ramos de Sousa Sebastião64 | 5 | 0 | 0 | 100% |
| Gonçalo Gil Mata65 | 5 | 0 | 0 | 100% |
| Rosa Freitas Soares | 13 | 0 | 0 | 100% |
| Ana da Cunha Barros66 | 8 | 0 | 0 | 100% |
| Dulce Mota67 | 8 | 0 | 0 | 100% |
63 See Article 9(1) and (2) of the Audit Committee Regulations.
68 See Article 6(4)(h) of the Audit Committee Regulation and Article 4.2 of the External Auditor Regulation.
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not required by law from the Statutory Auditor, the Audit Committee Committee shall define whether the provision of the services complies with the legal quantitative limits and/ or, where applicable, the limits voluntarily established by the Audit Committee and also assesses whether the provision of these services constitutes a threat to the independence of the Statutory Auditor and the safeguard measures adopted. The Audit Committee considers the nature, circumstances and context in which the service is provided, the situation of the person performing it, any other relationship with the Company, the effects thereof and, where appropriate, the safeguard measures adopted with regard to the independence of the Statutory Auditor.
In the case of non-audit services that are
Based on this analysis, the Audit Committee grants prior approval to the Company for the contracting of different audit services from the External Auditor or from any entity with a participating interest with the said auditor or which is part of the same network. The Audit Committee may delegate to its Chairman the approval of the contracting of services in cases deemed urgent, in which case the decision must be ratified at the first subsequent meeting of the Audit Committee (see also point V.46.). The Control, Accounting and Taxation Department keeps a centralised record of of the services contracted with the Statutory Auditor and entities in its network, which includes, among other things, a description of the services provided, including their
classification as audit or other services, as well as the corresponding fees.
The approval of non-audit services that are not required by law from the Statutory Auditor is subject to the the fee limits set out in the External Auditor Regulations.
Therefore, using the criteria listed, the Audit Committee's decision is aimed at assessing whether contracting additional services from the external auditor does not jeopardise the external auditor's independence in the fulfilment of his professional duties
In 2024, the Audit Committee granted prior approval to the contracting of non- audit services from the External Auditor and the entities referred to above by REN or companies in a group or controlling relationship.
The Audit Committee is, alongside the Statutory Auditor, a supervisory body. It is, therefore, an integral body of the Board of Directors, while consisting of non-executive and independent members (including its Chairman).
The Audit Committee supervises and oversees management activity in an independent and autonomous manner. The intervention of its members, as members of both the supervisory body and the
management body, renders the control process even more transparent, notably due to the special access afforded to the members of the Audit Committee to information and decision-making processes.
Directors and employees of other companies of the REN Group, as well as their respective advisors, may be called upon to participate (but not vote) in meetings of the Audit Committee, whenever the Audit Committee deems that their presence is necessary or convenient to the smooth running of the work.
The Audit Committee, as a supervisory body, has the powers and the duties stipulated by law and in the REN Articles of Association, therefore being particularly responsible for69:
69 See article 6 (3) of the Audit Committee Regulation.
and communicated format;
In its relationship with other corporate bodies, the Audit Committee is also responsible for70:
a) Supervising the effectiveness of the risk management, internal control and internal audit systems. including monitoring, evaluating, giving opinion, and making proposals to improve the functioning of those systems so that the risks actually incurred by the company are consistent
with the objectives set by the Board of Directors or Executive Committee;
the Statutory Auditor by the Company, or any entity with a participating interest with the said auditor or which is part of the same network, explaining the reasons for such contracting in the annual report on Corporate Governance;
At the level of control of compliance with applicable regulations, the Audit Committee supervises compliance with legal and statutory provisions, and is also responsible for:
The Audit Committee draws up an annual report on its supervisory activities (including references to any detected constraints). It also submits an opinion on the management report, the financial statements of the financial year, as well as on the corporate governance report. They are published together with accounting documents on the REN website and remain available for ten years.
The Audit Committee is the Company's main discussion partner and the first recipient of reports from the Statutory Auditor, representing it before the Statutory
Auditor and seeking to ensure that, within the Company, suitable conditions are provided for them to carry out their work.
The Audit Committee is responsible for regularly monitoring the activities of the Statutory Auditor by analysing their periodic reports and overseeing the audit and review processes. It also assesses any changes in procedures recommended by the Statutory Auditor71. The monitoring of the independence of the statutory auditor is based on regular contact with the auditor, through which he is asked to indicate the absence of circumstances that might hinder his independence, as well as the proper handling of any information that may be obtained by the Audit Committee on the subject, within the scope of its duties.
As REN has adopted a corporate governance model based on an Anglo-Saxon model and the supervisory body consists of non-executive directors who are on the Board of Directors, in addition to the powers referred to above, the Audit Committee, acting as supervisory body, also has the general powers of on-executive directors.
In turn, in accordance with the Portuguese Companies Code72, the Statutory Auditor is responsible for the examination and verification required for the review and legal certification of the accounts. He is also responsible for verifying the correctness of books, accounting records and documents used as support,
the accuracy of documents providing accounting information and if the accounting policies and valuation criteria adopted by REN lead to a correct evaluation of its property and results.
IV.39. Identification of the Statutory Auditor and of the key auditor partner representing the Statutory Auditor
The office of permanent Statutory Auditor of the Company is carried out by the auditors Ernst & Young, Audit & Associados, SROC, SA, registered with the Portuguese Institute of Statutory Auditors under No 178 and registered at CMVM under No 20161480, represented by Ricardo Miguel Barrocas André (S.A. No 1461), who also carries out the duties of External Auditor.
The alternate Statutory Auditor of the Company is Pedro Miguel Borges Marques, registered with the Portuguese Institute of Statutory Auditors under No 1801.
IV.40. Indication of the number of years which the Statutory Auditor has consecutively carried out duties for the Company and/ or group
The REN Statutory Auditor (Ernst & Young, Audit, SROC SA) was initially hired to carry out these duties in 2018. It is currently in its third term of office (2024-2026).
In light of the applicable legal and regulatory framework, the appointment of Ernst & Young, Audit & Associates, SROC SA for its first term of office took place following a selection process for a new Statutory Auditor. The REN Audit Committee was responsible for this process which was performed in an equitable manner, and legislation and recommendations in force at the time in full compliance with. In 2021, the Audit Committee concluded that, during the first mandate of the Statutory Auditor, corresponding to the 2018-2020 three-year period, it provided its services in a satisfactory and independent manner and showed adequate technical rigour in its work, thus justifying its re-election for the 2021-2023 term, which was approved by the general meeting. More recently, in 2024, the Audit Committee concluded that, during the statutory auditor's second term of office, corresponding to the three-year period 2021-2023, it had provided its services in a satisfactory and independent manner and had shown adequate technical rigor in its work, thus justifying its re-election for the three-year period 2024-2026, which was approved by the general meeting.
In addition to the services as Statutory Auditor detailed in III.38., the services referred to in V.46 were also provided, as external auditor.
V.42. Identification of the External Auditor for the purposes of Article 8 and of the respective key auditor partner representing the former in the carrying out of these duties, along with the relevant CMVM registration number
REN's External Auditor, as in the case with the Statutory Auditor, is Ernst & Young, Audit & Associados, SROC, S.A., registered with the Portuguese Institute of Statutory Auditors under No 178 and registered at CMVM under No 20161480, represented by Ricardo Miguel Barrocas André (S.A. No 1461).
The election of Ernst & Young, Audit & Associados, SROC S.A. for its first term took place following a selection process for a new external auditor, under the responsibility of REN's Audit Committee and carried out in an equitable manner, thus continuing in full compliance with the legislation and recommendations in force at the time.
V.43. Indication of the number of years during which the External Auditor and respective Statutory Auditor have carried out duties for the Company and/ or group
REN's External Auditor (Ernst & Young, Audit & Associados, SROC SA), has held office consecutively for seven years, and was initially hired to carry out these duties in 2018.
71 See article 6 (4) (f) of the Audit Committee Regulation.
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The representative partner has functions since 2024, and is in his first year at the office, as detailed in the following section.
V.44. Rotation frequency and policy for the External Auditor and respective key auditor partner representing the former in the performance of these duties
The frequency and rotation policy of the external auditor and the respective statutory audit partner are defined in the External Auditor Regulations, approved by the Audit Committee on 30 November 2023.
As for the periodicity, under the terms of Article 3.2 of the External Auditor Regulation and Article 27 of REN's Articles of Association, the external auditor must be appointed for an initial term of three years, with the initial term and any renewals not exceeding a maximum of ten years, in accordance with Article 17(1) of Regulation (EU) No 537/2014.
As for the partner responsible for directing or carrying out the statutory audit, the maximum period of office is two terms, and they may be reappointed after a minimum period of three years (articles 3.2.3 of the External Auditor Regulation and 54.2 of the Statutes of the Portuguese Institute of Statutory Auditors, applicable to REN as a "public interest entity").
Considering the aforementioned framework, and that Ernst & Young, Audit & Associados, SROC S.A. has been in office since 2018, the Company is in compliance with the legal rotation period for the external auditor. As for the statutory audit partner, considering that he was also elected in 2018 and that the legal period of consecutive exercise of the statutory audit is seven years, and that in accordance with the External Auditor Regulation, he can hold office for two terms, so the partner was replaced for the term of office that began in 2024. In this regard, the company is in compliance with the statutory rotation period of the statutory audit partner.
As for the rotation policy, similarly to the election, the renewal of the Statutory Auditor must be approved by the General Meeting, on a proposal from the Audit Committee (see article 3.2.4. of the External Auditor Regulations).
If the assessment of the Statutory Auditor's work at the end of their term of office is negative, a new selection process for a Statutory Auditor is initiated, under the terms revised in the External Auditor Regulations for the selection, hiring, appointment and dismissal of the Statutory Auditor.
On an annual basis, the Control, Accounting and Tax Department must submit to the Audit Committee an Evaluation Report on the performance of the statutory auditor and external auditor in the previous year
(see article 3.3.1 of the External Auditor Regulation). The Audit Committee is then responsible for undertaking an annual assessment of the Statutory Auditor and External Auditor.
The Audit Committee is responsible for regularly monitoring the activities of the External Auditor by analysing their periodic reports and overseeing the audit and review processes. It also assesses any changes in procedures recommended by the External Auditor.
The Audit Committee is also responsible for overseeing the independence of the Statutory Auditor and External Auditor and issuing prior approval of the contracting of different audit services from the External Auditor or from any entity with a participating interest with the said External Auditor or which is part of the same network monitoring the maintenance of this independence. In addition to the independence of the Statutory Auditor, the Audit Committee takes into account other parameters in its assessment, such as knowledge of the business, analysis of the cost of the service, as well as the relationship and collaboration of the Statutory Auditor with REN's management and supervisory bodies (see Article 3.3.3. of the External Auditor Regulation).
If the Audit Committee considers that there are serious or unresolved facts regarding the quality of the audit or that jeopardise the independence of the Statutory Auditor, it must inform the Board of Directors,
which, if it so decides, must ensure that they are duly communicated to the supervisory authorities.
In the event of a negative assessment resulting from facts that could be considered just cause for dismissal, the Audit Committee must initiate the procedure for dismissal of the Statutory Auditor, which is provided for in point 3.4. of the External Auditor Regulations.
In 2024, the Audit Committee carried out its evaluation of the services provided to the Company by the External Auditor. The Audit Committee considered that the External Auditor provided its services in a satisfactory manner and complied with the applicable standards and regulations, including international standards on auditing, and that they performed their activities with high technical accuracy.
V.46. Identification of non-audit services provided by the External Auditor to the Company and/ or companies in a controlling relationship, as well as an indication of internal procedures for the approval of the hiring of these services and an indication of the reasons for their contracting
Non-audit services provided by the External Auditor/ Statutory Auditor for REN consisted essentially in agreed auditing procedures such as the interim audit, or procedures to validate financial ratios and issuance of comfort letters.
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As part of compliance with the independence rules established in relation to the External Auditor/ Statutory Auditor, in 2024, REN's Audit Committee accompanied the provision of non-audit services in order to ensure that situations of conflicts of interest would not arise. The Audit Committee approved the provision of these services by the External Auditor, due to fact that they were matters in relation to which the specific knowledge of the company in terms of auditing, as well its complementarity regarding audit services, would justify such award, based on the associated cost control.
REN considers that it complies with Article 77 of Law No 140/2015 of 7 September, as in force for the year 2024.
The procedure for contracting services other than auditing services, described in III.37., which has always complied with the law and the Regulation on the External Auditor.
V.47. Indication of the annual amount of remuneration paid by the Company and/ or by companies in a group with or controlling relationship to the auditor or to other companies or individuals belonging to the same network and breakdown of the percentages allocated to the respective services below (for the purposes of this information, the concept of a network is that arising from EU Recommendation C(2002) 1873 of 16 May73)
In the financial year ending 31 December 2024, the statutory auditor for REN - Redes Energéticas Nacionais, SGPS, S.A. and its subsidiaries was Ernst & Young, Audit & Associados, SROC S.A. The total sum recorded for audit services and the legal review of accounts and other services provided by the statutory auditors in 2024, was 534,702.00 euros, broken down as follows:
| NAME | COMPANY (REN S.G.P.S.)74 |
OTHER COMPANIES74 |
TOTAL | % |
|---|---|---|---|---|
| Audit and legal review of accounts | 87,600.00 | 295,890.00 | 383,490.00 | 72 |
| Other reliability guarantee services | 123,000.00 | 15,500.00 | 138,500.00 | 26 |
| Services other than audit services or legal review of accounts |
10,712.00 | 2,000.00 | 12,712.00 | 2 |
| 221,312.00 | 313,390.00 | 534,702.00 | 100 |
73 In accordance with the corporate governance report Model approved by CMVM Regulation No 4/2013, for the purposes of this information this is the applicable concept of "network". However, Article 3 of the later Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 (on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC) states that the concept of network must be satisfied as defined in Article 2 (7) of Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006. As this is the legislation currently in force for the specific requirements for the legal review of accounts of public-interest entities, this is the concept of network which has been adopted by REN.
74 Including individual and consolidated accounts.
Changes to the Articles of Association are subject to the relevant rules as stipulated by law75 and in the Articles of Association themselves76. In this regard, please see point 8.1.1, II.14.
Stakeholders/ whistleblowers (shareholders, members of corporate bodies, managers, directors, senior officials, employees, service providers, suppliers, contractors, subcontractors, volunteers, interns, clients or other stakeholders in REN, REN Group companies or third parties) may communicate any irregularities, irrespective of whether the reports are based on information obtained in a professional relationship that has since ended, as well as during the recruitment
process or during another pre-contractual negotiation phase of an established or not constituted professional relationship. REN Group adopts measures which are intended to prevent, stop or sanction irregularities potentially causing adverse effects on the Group77.
This system covers the report of irregular practices by shareholders, members of corporate bodies, managers, directors, senior officials, employees, service providers, clients, partners, consultants, suppliers or collaborator of the REN Group, due to or within the context of their duties.
In this regard it is important to note that the concept of "Irregularity"78 includes any situation that a specific whistleblower detects, is aware of or has well-founded doubts about the commission of any illicit acts, infractions or irregularities relating to violations of the law, statutory, ethical or professional ethics standards, including those contained in the REN Group Code of Conduct and the REN Group Integrity Policy, or any standards contained in any internal documents or regulations, recommendations, or guidelines applicable to REN, or any REN Group company, concerning:
• Acts or omissions;
• Documentation, in a physical or electronic format;
It is understood that reportable irregularities include all of those that could result in illegal acts which constitute criminal, civil or administrative offences or which are related to:
viii) Public health;
REN currently offers various means of submitting reports, and the whistleblower can choose whether to submit the report verbally or in writing.
Reports made verbally can be made through telephone (210013511) or voice messaging systems and, at the request of the whistleblower, in a face-to-face meeting. For written reports there are two channels. Written reports can be sent by letter to the address of the head office of the REN
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75 See article 383 of the Portuguese Companies Code.
76 See Article 11 of REN's Articles of Association.
77 See Articles 6 (3) (k) and (l) and 8 of the Audit Committee Regulations and the document "Applicable procedures for reporting and investigating irregularities, available at www.ren.pt.
78 See Section VI (Concept of "Irregularity") of the document "Applicable procedures for reporting and investigating irregularities".
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Group, or to the e-mail address comissao. [email protected], which is reserved for the members and secretariat of the Audit Committee. In addition to these means, it is also possible for whistleblowers to use the online whistleblowing channel (preferred means)79, which also allows the report to be made either in writing or orally, and if the whistleblower chooses to do so orally, they can choose whether or not they want their voice to be distorted80.
The REN Group adopted at the beginning of 2024, this new whistleblowing online channel, with the aim of strengthening the existing ones and reinforcing the infrastructure for collecting and analysing information on irregular practices, based on an electronic platform that ensures encryption and absolute anonymity of whistleblowers. This initiative is part of the REN Group's commitment to principles of integrity and complete alignment with current legislation.
Reports will always be dealt with confidentially and are of restricted access to the people responsible for receiving and following up reports - which does not prevent the whistleblower, if he or she so wishes, from revealing his or her identity in the report, which will only be disclosed as a result of a legal obligation or court decision (with prior notification to the whistleblower). The identity of the whistleblower shall only be disclosed for the purposes of investigation in cases where the whistleblower expresses his or her consent.
The Audit Committee assesses the situation described in the report and proposes actions that, in each specific case, are deemed appropriate, in accordance with the internal regulations "Applicable procedures for reporting and investigating irregularities" approved by the Board of Directors.
REN implemented the mechanisms with regard to the prevention and detection of fraud and errors and the verification of the operations and business of the REN Group with the applicable legal and regulatory provisions, including the general policies and regulations of REN, carried out by the Risk Management Committee, further described in III.54. below.
REN's Group Integrity Policy, aiming to define the principles of action and duties applicable to employees of REN Group companies and other partners, in order to prevent the commission of illegal acts, namely crimes of corruption, money laundering and terrorism financing, and to promote ethics, integrity and transparency in doing business, ensuring compliance with current legislation and regulations, is attached to the REN Group Code of Conduct, which sets out the principles, values and rules concerning ethic and professional conduct to be complied with by all employees and members of corporate bodies of REN's Group.
Hence, the fight and prevention of the commission of illegal acts, namely corruption, money laundering and terrorist financing crimes, constitute fundamental bases for the principles and duties applicable to the Group and its employees. Within this context reference should be made to the considerations included in chapter 4. Sustainability statement of the 2024 Integrated Report, which details how the stakeholder consultation was carried out and its results, priorities and new materially relevant issues, including those relating to governance and ethics.
III.50. People, bodies or committees responsible for internal audit and/ or for the implementation of internal control systems
The management and supervisory bodies of the Company have attributed growing importance to the development and improvement of the internal control and risk management systems, with a significant impact on the activities of the REN Group companies. This approach has been in line with national and international recommendations, the Company's size and business and the complexity of the associated risks.
The Executive Committee and, ultimately, the Board of Directors, are responsible for creating and managing the internal control and risk management systems, including the setting of objectives, which, with the various contributions of the relevant committees and commissions,
is responsible for establishing the policy of risk management for REN and the Group.
The Audit Committee is responsible for assessing the Executive Committee in the analysis of the integrity and efficiency of REN's internal control and risk management systems, including the submission of proposals to improve operations and amendments in accordance with REN's requirements81. The Audit Committee reports on the work plans and resources allocated to internal control services, including control of compliance with company rules (compliance services) and internal audit, and receives the reports made by these services. Such reports involve dealing with matters relating to the rendering of accounts, the identification or resolution of conflicts of interest and the detection of potential irregularities. Checks are also made that the risks actually incurred by the company are consistent with the objectives set by the Board of Directors.
For the purposes of this control, the Audit Committee has implemented in particular the following measures: i) holding meetings, up to twice a year, with the Risk Management Committee; ii) periodic audits (performed by the internal audit department); iii) implementing risk detection systems; and iv) implementing mechanisms to verify the obligations of Group companies, in particular, monitoring their compliance with concession agreements.
81 See Article 6 (4) (a) of the Audit Committee regulations.
79 Available on REN's website in Portuguese, English and Spanish.
80 In the case of REN Portgás, it is also possible to send written complaints using a form available on the company's website. In these cases, the complaints are received by the Board of Directors of REN Portgás and subsequently forwarded to the Audit Committee (see Section VII. (Communication of irregularities) of the document on the "procedures applicable to the treatment of communications and irregularities and the investigation of irregularities").
In addition to this annual risks' assessment, the Audit Committee assesses the Company's management which comprises, in particular, the assessment of the internal functioning of the management body, its committees, the accounts and compliance with plans and budgets. It also follows-up on the implementation of recommendations. Therefore, in its action plan for activities to be carried out in 2024, the Audit Committee considered a range of investigations and assessments into the operation and suitability of the internal control and governance and risk management systems, having held several meetings with the Statutory Auditor and External Auditor and with the heads of different departments, namely: Acquisitions, Control, Accounting and Tax, Institutional Relations, Legal Services, Operational Services and Information Systems. The Audit Committee added to the activity plan the monitoring of the implementation of recommendations arising from the internal control system. Finally, the Audit Committee's activity plan included the specific training of REN's managerial staff with audit functions.
The External Auditor verifies the efficiency and operation of the internal control mechanisms, as part of its legal review of financial statements, and reports any significant deficiencies to the Audit Committee.
The Internal Audit Department, which functionally reports to the Audit Committee, has the mission to ensure control of management risks and of the internal control and governance system of REN Group, through objective, independent and systematic auditing actions, particularly with regard to the different Departments, activities, systems, procedures, processes, policies and governance. Internal Audit is also responsible for proposing improvements to established processes and policies, and also propose actions for the monitoring indicators and risks, in order to improve the internal control system, as well as optimize the performance of the various areas of the REN Group.
The mission of the Risk Management Committee, created in 2011, is to support the Board of Directors in monitoring the Group's risks, as well as ensuring the enforcement of risk management policies common to the entire REN Group and the internal disclosure of best practices for risk management. Therefore, REN believes that it complies with Recommendation VII.2. of the IPCG Code, which requires the company to have a specialized commission or committee made up of risk specialists, which reports regularly to the board of directors.
To carry out its mission, the Risk Management Committee's main functions are to:
• Promote the identification and systematic assessment of corporate risks and their impact on REN's strategic objectives;
In 2024, the Risk Management Committee continued to support the Board of Directors in monitoring the Group's risks, as well as ensuring the enforcement of risk management policies common to the entire Group. Those policies are ultimately approved by the Board of Directors and subsequently disclosed internally and their effective implementation verified.
III.51. Explanation, even though by organisational chart, of the hierarchical and/ or functional relationships of other Company bodies or committees
The Internal Audit Department reports in terms of functions and hierarchy to the Audit Committee, notwithstanding its relationship with the Company's Executive Committee.
As part of its supervisory function and powers expressly set out in the internal regulations, the Audit Committee supervises the internal audit procedure, notably through the presentation of proposals to improve its operation82. To this effect, the Audit Committee carries out an appraisal of the work plans and resources available to the Internal Audit Department, supervises the activity and has access to all reports prepared by the GSAD-AI including, amongst others, matters relating to accounts, potential conflicts of interest and the detection of possible irregular practices.
The Risk Management Committee is chaired by the executive director Gonçalo Morais Soares, and is composed of several front-line officers, with the REN Executive Committee appointing, in 2023 Nuno Rosário (head of financial management) as operational coordinator. In the same year, following the strategy of strengthening the internal control system, a dedicated area was created for risk management and insurance, which is integrated into the finance department., The Risk Management Committee reports to the Executive Committee and Audit Committee, in line with the periodic control procedures in place.
In addition to those mentioned in III.50, the Compliance area was created, which was integrated into the legal services department and which we believe complies with recommendation VII.4 of the IPCG's
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82 See article 6 (4)(a)(i) and (j) of the Auditee Commission Regulation.
corporate governance code, as one of the three functions necessary for the effective functioning of the internal control system (risk management and control, compliance and internal auditing).
III.53. Identification of the main types of risk (economic, financial, legal and operational) to which the Company is exposed when conducting business
When conducting business in all of its areas of operation or those of its subsidiaries, REN is subject to multiple risks. These have
been identified with the aim of mitigating and controlling them.
The ''appetite for risk'' reflects the level of risk the company is willing to take on or to retain in pursuing its goals. REN adopts a prudent position with regard to its appetite for risk.
In 2024, the Risk Management Committee, with support from those responsible for of the units/ organic areas (Risk Owners) and in the light of the current external context (e.g. regulatory, financial markets, interest rates) and other factors related to the development of its activity and responsibility in meeting the targets (e. g., set for decarbonization), began to re-evaluate the various risks to which REN is exposed, leading to the redefining indicators (and monitoring metrics) that are essentially forward-looking, so that they provide quality information for decision-making.
The most serious risks for the REN Group are shown in detail below, with their category and subcategory.
| # | CATEGORY | SUBCATEGORY | NATURE | RISK EVENT |
|
|---|---|---|---|---|---|
| 1 | Surrounding | External context | Regulatory | Changes to the regulatory model and parameters | |
| 2 | environment | Financial Markets | Evolution of REN's rating | ||
| 3 | Investment projects | Delay in implementing investment plans (due to licensing) |
|||
| 4 | Delayed project execution | ||||
| 5 | Interruption of business | Network disruption | |||
| 6 | Processes | Operational | Health & Safety | Occurrence of serious work accidents | |
| 7 | Information technology and security | Unavailability of information systems | |||
| 8 | Occurrence of information security events - Cybersecurity |
The risk of changes to the regulatory model and/ or regulator decisions may affect the company's ability to run its business efficiently and is linked to the fact that the activity carried out by REN is a regulated activity.
REN manages such risk by systematically monitoring the progress of the regulatory strategy as well as European regulatory trends in relation to activities carried out by REN so as to prevent/ analyse the impacts of possible changes. Following the change in the regulatory model for the electricity sector and its impact on REN's activity, the indicators associated with this risk were revised in order to make the strategic objectives compatible with the model in force.
Changes to REN's rating could be affected by REN's financial and business performance, as well as by the international environment and by any rating of Portugal.
The fluctuation of interest rates and credit spreads can have an impact on remuneration from regulated assets and on REN's debt service. A change to relevant benchmarks levels of market interest rates and credit spreads could result in higher financing expenses for the REN Group.
REN manages this risk by building a solid liquidity position and efficiently managing its financing needs through the evolution of some specific indicators and
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perceived knowledge. Exposure to the effects of changes in interest rates and credit spreads is managed by contracting financial derivatives and the appropriate selection of the terms of the financial instruments and the time of contracting, with the aim of achieving a balanced relationship between fixed and variable interest rates, appropriate medium debt maturities for the duration of the regulatory periods and, naturally, for a relevant degree of immunization of the results and a sustained minimization of financial costs in the medium and long term. These measures are usually accompanied by communication and consultation with the market and the various financial agents.
The existence of delays both in the approval of investment plans, and in the execution plans, by the grantor or by other authorities can cause significant delays in implementing new infrastructures with an impact on the quality of the service provided.
The processes of obtaining authorisations, environmental licensing or injunctions filed by third parties may compromise the entry into operation of the assets within the deadlines set for the projects included in the investment plans.
REN has adopted preventive management procedures for this risk, which are reflected in the continuous monitoring of the actions of the competent entities, as well as other entities involved and local communities,
in the licensing processes for the pursuit of investment projects and network reinforcement.
Delays in the approval of both investment plans and execution plans by the grantor or other responsible entities, plus financial/ operational difficulties on the part of service providers and suppliers to ensure compliance with contracted services or contracts, can cause significant time lags in the entry into operation of new infrastructure, with an impact on the quality of the service provided, compliance with agreements signed with promoters and the objectives of decarbonization and combating climate change, as well as in the value of the remuneration of regulated assets.
In order to minimize minimize the impact of this risk, based on prospective indicators and mitigation measures, REN promotes a series of actions with the competent authorities and other entities involved in these processes, in order to obtain the necessary approvals and promote the implementation of network development and reinforcement projects in good time.
The infrastructures supporting REN's operations are exposed to a series of conditions (pollution, atmospheric conditions, natural events, birdlife, fires, rural, events associated with international interconnections, etc.), which could cause interruptions to the service.
The company''s performance may be influenced by the occurrence of these events that cause disruptions to the electricity and/ or gas supply service and by the possible difficulty of restoring the service in good time.
Some of the actions taken to minimize the potential impact of this risk are the development and implementation of the business continuity plan (integrated internally and with other European operators), and other technological and network monitoring measures. Effectiveness is tested by carrying out simulations to check the ability to respond to emergency and crisis situations, the activation of recovery plans and the subsequent restoration of normality in the event of an incident.
Non-compliance with safety and operational procedures for equipment could result in the occurrence of serious work accidents with personal damage during work organized by REN.
This risk is managed through continuous awareness-raising actions, inspections and the effective implementation of the occupational safety management system, involving all REN employees, service providers and other stakeholders, with specific training for operations involving associated risks and the development and implementation of corrective and preventive actions, based on lessons learned, resulting from the investigation and detailed analysis of incidents that
have occurred, in order to prevent their recurrence.
REN's activities rely heavily on the Information systems and technologies used within the Group. Therefore, the availability of information systems and their capacity to meet Company needs are crucial to REN's good performance.
This risk is managed by constantly updating systems, communications networks and the respective support services, by periodically reviewing and updating network and security configurations, in an integrated manner, to ensure business continuity and service quality at the same time, performance tests are carried out and measures implemented to guarantee the availability of critical systems, such as redundant communications and the protection of these systems from potentially dangerous traffic/ access.
In the current context of profound technological disruption, REN, as an operator of essential services and critical infrastructures in the energy sector, it is obliged to reinforce its existing information security capacity, especially due to the increased complexity of the system architectures and perimeters in which REN operates.
In this sense, REN has been training in the management of the resulting risks, investing in good practices in cyber
security matters, both in terms of resilience and prevention, using specific systems, processes and controls to identify vulnerabilities and promoting the implementation of solutions that guarantee the resilience of systems and the protection of information.
To manage this risk, REN appointed Gonçalo Morais Soares, member of the Board of Directors, responsible for REN's cybersecurity/ information security strategy.
Environmental and social sustainability With regard to climate risk, REN takes climate as a risk factor that can both negatively impact REN's activity and generate opportunities to improve its performance. The analysis of this risk is incorporated into decision-making processes, to the extent that its organization has a Sustainability Committee. This Committee supports and advises the Board of Directors on integrating sustainability principles into the REN Group's decision-making and management processes, with the aim of creating a positive impact on employees, communities and ecosystems in which the REN Group works and other stakeholders (Article 3 of the Sustainability Committee Regulations). The Sustainability Committee is responsible for:
The Sustainability Committee is an informative and advisory committee whose information is non-binding (Article 3(2) of the Sustainability Committee Regulations).
Considering the competencies and functioning of the Sustainability Committee, REN considers that it complies with Recommendation VII.8 of the IPCG Code, considering climate change in the organization and taking climate risk analysis into account in decision- making processes (see also subchapter 2.3 Risk management and 4.2.2 Climate change of the Integrated Management Report).
Compliance with this Recommendation is further ensured by what is reported below, in section III. 54.
In addition, REN has an internal sustainability platform for collecting and processing sustainability-related data. The Sustainability and Communication and Operational Sustainability areas are responsible for monitoring data related to sustainability, providing information on performance and actions taken to the Sustainability Committee, Executive Committee and Board of Directors. The main events in terms of ESG (Environment, Social and Governance) are reported to the Board of Directors on a monthly basis. In addition, REN identifies the risks and opportunities associated with the climate that affect its activity (see also subchapter 2.3 Risk management and 4.2.2 Climate change of the Integrated Management Report).
Stakeholders are consulted every two years to review materially relevant topics. In 2023, a consultation was carried out based on some of the aspects of the double materiality requirements of the European Sustainability Reporting Standards (ESRS),
the guidelines of the GRI Standards and SASB Standards, as well as an analysis of reference peers. This double materiality analysis was revised in 2024 to ensure greater alignment with the ESRS standards. (See also subchapter 4.1.2 Materiality).
The materiality review process in 2023 resulted in the revision of REN's sustainability strategy, which included a review of the priority areas of action, as well as the identification of commitments, targets and initiatives for its fulfilment.
The Sustainability Committee must warn the Board of Directors of the risks related to environmental and social sustainability and propose strategies for mitigating them, by exercising its powers to define, update and review the REN Group's sustainability strategy.
Therefore, REN considers that it complies with Recommendation VII.7. of the IPCG Code.
III.54. Description of the risk identification, assessment, monitoring, control and management process
It is considered that a risk management and internal control system - as implemented by REN - should meet the following objectives:
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As such, in pursuing the objectives stated above, REN's Risk Management Committee in co-operation with the heads of the units/ organic areas of the group companies, is responsible for identifying and evaluating the inherent risks involved in REN's activities stated in III. 53., also seeking to support the monitoring of significant risks and define REN's general risk profile.
Based on an assessment of the context (external and internal) and the benchmarks in which it operates, REN characterises the risks to which it is exposed, defining a risk profile and the criteria for specifying the
magnitude and type of risks it may or may not assume (level of risk acceptance or "risk appetite") and their appropriate treatment.
The characterisation of risks makes it possible to i) identify them, establish the probability of occurrence and the magnitude of the impact and ii) determine the priority risks to be dealt with and the respective strategies for controlling and mitigating them. These activities are carried out on an annual basis and take place in three stages:
The Risk Management Committee assesses the severity (seriousness and probability of occurrence of potential risks) and classifies existing risks by category, subcategory and potential impact on business continuity.
In this way, it determines REN's risk profile and the risks that will be monitored and their evolution tracked, based on the following principles, including those associated with ESG and Due Diligence issues:
After identifying and assessing the risks, the Risk Management Committee identifies the appropriate measures to eliminate, mitigate or control the risks and communicates the result of its analysis to the Executive Committee and the Audit Committee. The Risk Management Committee also endeavours to apply prevention, control and mitigation measures by drawing up an action plan with priorities established according to the degree of risk monitors its implementation and verifies the effectiveness of the respective control measures.
As part of the REN Group's risk management system, the following activities were carried out in 2024, among others:
It should further be noted that REN has implemented a series of changes to its internal control and risk management systems, involving the components previously provided for in CMVM Recommendations and currently provided for in the IPCG Code. It has also been guided by the rules of the International Organization for Standardization (ISO).
In addition, REN has been integrating sustainability criteria into its decisionmaking process. This integration is already expressly provided for in the process of selecting the Statutory Auditor, which is also the external auditor. In accordance with article 3.1.2, c), iv, of the External Auditor Regulations, the specifications that must be drawn up for the audit firms invited to take part in the tender to select the Statutory Auditor must include, among the selection criteria, the resources allocated to the audit, namely the team and its qualifications, knowledge and ability to audit ESG criteria.
On the other hand, the agreement to be concluded with the statutory auditor must include an audit of compliance with sustainability reporting, namely in terms of environmental, social and governance
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information in accordance with the ESG criteria in force (article 3.1.4., k), of the External Auditor Regulations).
The Audit Committee is obliged to review the Regulations on the External Auditor in the event of a revision of the Directive on sustainability reporting or of the standards on sustainability reporting, if this revision has an impact on the Regulations (articles 6.4.1. and 6.4.2., h) and i), of the External Auditor Regulations).
In these terms, REN ensures the necessary control and audit of the sustainability report, which is one of the ways in which REN considers climate risks in the organization and how it considers climate risk analysis in decision-making processes, in compliance with Recommendation VII.8. of the IPCG Code.
In 2024, the company continued to implement a homogeneous and integrated corporate risk management strategy across the entire organization, aligned and structured in accordance with the specific priorities and features of each of the company's areas.
III.55. Main elements in the internal control and risk management systems implemented at the Company with regard to the financial information disclosure process (Art. 29-H(1)(l)
REN regularly provides information, including financial information, to strictly monitor its operations. In this regard, all management information provided both for internal use
and for disclosure to other organizations and to the market, is prepared on the basis of sophisticated IT systems. REN carries out initiatives that seek to continually improve the support information processes and systems that produce financial and management information and other information, as better described in the previous section.
It is the Audit Committee's responsibility to supervise the process for the preparation and disclosure of financial information. As such, the Audit Committee held meetings to monitor these processes with the members of the Executive Committee, the Statutory Auditor and External Auditor and with those responsible for the financial management department, accounts and management planning and control.
In addition, it is the responsibility of the Ethics and Corporate Governance Committee to promote the adoption of guidelines regarding information disclosed to the market. It is the responsibility of the Investor Relations Office (IRO) to coordinate, prepare and disclose all the information made available by the REN Group regarding the disclosure of inside information and other communications to the market. IRO is also responsible for the publication of the periodic financial statements, as well as developing and maintaining the investor relations page on the company's website.
The service responsible for investor support is the IRO. It was founded created in July 2007 and works exclusively in the preparation, management and coordination of all activities necessary to achieve REN's objectives in its relations with shareholders, investors and analysts, as well as the regulator(CMVM). This office ensures communication that offers a full, coherent and comprehensive vision of REN, thereby facilitating investment decisions and creating sustained value for shareholders. It also provides clarification on information published by REN.
IRO contacts:
E-mail: [email protected]
Madalena Garrido (Head of the Department): [email protected]
REN - Redes Energéticas Nacionais, SGPS, S.A. A/ C: Direção Relações com Investidores Avenida dos Estados Unidos da América, 55, 1749-061 Lisboa - Portugal
Telephone: 21 001 35 46
The IRO has the following main duties:
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Also, in relation to information duties, REN
"Board of Directors" tab;
• Integrity Policy of the Group in the "Regulatory Compliance Programme" tab.
V.62. Place where information is made available on the identity of members of the corporate bodies, the Representative for Market Relations, the Investor Support department or similar structure, their respective functions and means of access
On REN's website, within the area identified as "Investors", there is a tab relating to "Corporate governance and structure", within which we find the composition of the governing bodies.
On the other hand, on REN's website, within the area identified as "investors", information is published on the identity of the market relations representative and the investor relations department, as well as their contact details and duties.
V.63. Place where accounting records are made available, which must be accessible for at least ten years , as well as a half-yearly calendar of company events, announced at the start of each semester, including, amongst others, General Meetings, publishing of annual, half yearly and, where applicable, quarterly reports
On REN's website, in the area labelled "Investors", there is a tab for "Results", where the financial statements are published and remain accessible for at least ten years.
The calendar of company events is also available on the same website, in a tab labelled "Events and meetings".
i) Develop and maintain the Investor Relations page on the Company's website/ Investors app.
Since 28 March 2012, the REN Representative for Market Relations has been the Director Gonçalo Morais Soares who is also the Chief Financial Officer (CFO) of the REN Group.
IV.58. Information on the proportion of, and response time to, requests for information received this year or in previous years and still pending
Investor requests were responded to in a timely manner, generally on the same day or, in cases where the request required the receipt of information from third parties, as soon as it was received. Within the scope of the IRO office's activity, around 70 requests for information (including emails and telephone contacts) were received from institutional and/ or retail investors, 130 meetings were held with investors, we took part in 15 conferences and roadshows (nationally and internationally), and we had 110 interactions with our analysts (including meetings and other clarifications) throughout the year. The considerable increase in the number of meetings with investors/ analysts, i.e.,. with the market, reinforced our focus on and commitment to these stakeholders, who are so important to REN.
Another form of contact with capital markets remained through conference calls commenting on the results of each quarter of the year, in which both analysts and institutional investors participated.
published, in line with the stipulated terms, press releases on the Portuguese Securities Market Commission.
REN maintains an updated record of requests for information lodged, as well as the treatment they received.
The Company's website is available in Portuguese and English.
V. 60. Place where information on the firm can be found, the quality of open company, its registered office and all other information mentioned in article 171 of the Portuguese Companies Code
On REN's website , in the area labelled "Investors", there is a tab called "Current Quotation", where information is published on the company, its type, head office and other details mentioned in article 171 of the CSC.
On REN's website, within the area labelled "Investors", we find a tab on "Corporate governance and structure", within which, in turn, we find a series of tabs with Information on the articles of association, regulations and documents:
• Articles of Association, in the "Articles of Association" tab;
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V.64. Place where the notice to convene a General Meeting is published as well as all the preparatory documents and documents resulting from said meeting
On REN's website, within the area identified as "Investors", we find a tab for "Corporate governance and structure", within which, in turn, there is a tab called "General Meeting", where we find the notice of meeting, the proposed resolutions and the minutes of the General Meeting.
V.65. Place where a historic record is made available with all the resolutions adopted at the company's General Meetings, the represented share capital and voting results for the previous three years
On the website, REN provides extracts from the minutes of General Meetings.
On the website, REN maintains an historic record of notices to convene, agendas and resolutions adopted at General Meetings, as well as information on the represented share capital and voting results for the respective meetings, going back a minimum of five years.
See V.64. with regard to where this information is provided.
I. 66. Indication with regard to competence to determine the remuneration of corporate bodies, members of the Executive Committee or delegated director and the Company's directors
The REN General Meeting is responsible for the appointment of the members of the Remunerations Committee83, which is responsible for setting the remuneration and for submitting a proposal to the General Meeting on the remuneration policy for members of management and supervisory bodies. The Remunerations Committee is responsible for presenting and submitting to the shareholders of the remuneration policy for corporate bodies, as well as for determining the respective remunerations, including the respective complements to the policy approved at the General Meeting.
The aforementioned remuneration policy covers all company officers (within the meaning of Article 3(1)(25) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014), by reference to Article 29-R of the Securities Code. The Board of Directors of REN understands that these officers are only members of the company's management and supervisory bodies, since only those, having regular access to privileged
information, also have the power to take management decisions likely to affect the evolution and future prospects of REN.
The Nominations and Appraisals Committee does not have any duties concerning the definition of remuneration of the Board of Directors, but the assessment performed by this Committee may potentially and indirectly impact on such remuneration.
II.67. Composition of the Remuneration Committee, including identification of natural or legal persons hired to provide support and declaration on the independence of each of the members and consultants
On 31 December 2024, the following three members, appointed at the annual General Meeting of 9 May 2024, were on the Remunerations Committee (three-year period of 2024-2026):
| NAME | POSITION |
|---|---|
| João Duque (independent) | Chairman |
| José Galamba de Oliveira (independent) |
Member |
| Fernando Neves de Almeida (independent) |
Member |
Information on the composition of the Remuneration Committee and the number of meetings held annually can be found on REN website.
The current Remunerations Committee is comprised by members who are independent from the management. To such extent, the Remunerations Committee does not include any member of other corporate bodies for which it determines the respective remuneration. Its three members in office do not have any family relationship with members of such other bodies, notably spouses, relatives and kin, in a direct line, up to the 3rd degree, inclusive.
To support it in its duties, the Remunerations Committee did not hire any natural or legal person which provides, without its prior authorisation, or has provided in the last three years, services to any structure under the Board of Directors, reporting to the Board of Directors itself or which has any current relationship with the Company or with Company consultants, or any natural or legal person related to these bodies through a work or services contract.
In any case, the Remunerations Committee may, in accordance with its regulations, freely decide on the contracting, by the Company, of the consulting services necessary or convenient for the performance of its functions, within the budgetary limits of the Company, ensuring that the services are provided independently and that the respective providers will not be contracted
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for the provision of any other services to the Company itself or to others that are in a domain or group relationship without its express authorization.
The Remunerations Committee Regulations, approved in January 2019, which establish, inter alia, the performance of the respective duties, chairing, frequency of meetings, functioning and framework of duties of its members are available on REN website.
As set out in its Regulations, and as was already the case prior to the adoption of these regulations, detailed minutes are drawn up, approved and signed by all the members present at the meetings.
At the Annual General Meeting of 2024, João Duque was present, on behalf of the Remunerations Committee. In addition, the Remunerations Committee Regulations provide for the obligation of the Chairman of the Remunerations Committee or, if not possible, another member of the Remunerations Committee, to be present and to provide information or clarifications requested by the shareholders at the Annual General Meeting. Such presence is also required in any other case where the agenda includes a matter related to the remuneration of the members of the company's bodies and committees or when requested by shareholders.
All members of the Remunerations Committee have the necessary knowledge, acquired through their academic training
and professional experience required to reflect and decide upon all matters under the Remuneration Committee remit, taking into account that set out below.
Each member of the Remunerations Committee has a specific academic background in management, and one of the members (Fernando Neves de Almeida), holds a degree in human resource management. This training provides them with the necessary and relevant theoretical expertise to perform their duties. It should also be noted that Fernando Neves de Almeida continues his academic work in the field of human resources, being executive coordinator of Ph.D., master and bachelor programmes in the fields of strategic management and human resources areas and has published several papers and books on this area.
Moreover, the Remunerations Committee consists of three members with vast professional experience, working for consultancies, the government and in numerous different sectors of activity, both in Portugal and abroad. Therefore, all the members of the Remunerations Committee have continued to perform duties as i) members of the management body of several national and international entities in highly varied sectors of activity, ii) positions of management and consulting in financial regulators, and iii) positions of management at consultancies in the fields of management, technology and human resources, thus consolidating relevant practical knowledge with regard to remunerations policy, performance assessment systems and complementary areas.
III.69. Description of the remuneration policy for management and supervisory bodies as referred to in Article 26-C of the Securities Code
As an issuer of shares admitted to trading on the regulated market, REN is subject to Portuguese Securities Code as amended by Law 50/2020 of 25 August, as well as to the recommendations of the IPCG Code. With regard to the modifications made by Law No 50/2020, of 25 August, the report on remuneration for the purposes of the Article 26-G of the Securities Code, as it stands, is attached to this document.
Therefore, on one hand, in the interest of transparency and legitimacy of the setting of the remuneration policy (according to the say-on-pay principle, internationally recognized with regard to good corporate governance) and, on the other hand, for purposes of compliance with legal provisions and recommendations, the Remuneration Committee submitted the remuneration policy for corporate bodies for the term of office of 2024-2026.
On May 9 2024, the proposal of remuneration policy of the corporate bodies presented by the Remuneration Committee was approved by a majority of 99.87% at the General Meeting, which includes the elements described in article 26-C (2) of the Securities Code.
The remuneration policy of REN's corporate bodies follows the guidelines set out below:
• To be simple, clear, transparent and aligned with REN culture;
Regarding the components of the remuneration of the executive members of the Board of Directors, including of the CEO, the remuneration policy is mainly determined based on the following principles: i) competitiveness, taking into consideration the practices of the Portuguese market; ii) uniform, consistent, fair and balanced criteria, that award performance; iii) assessment of performance, in accordance with duties and responsibilities, as well as real performance, the assumption of suitable levels of risk and compliance with the rules
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applicable to REN activity, also taking into account compliance with the strategic plan and REN's budget, risk management, the internal functioning of the Board of Directors and the contribution of each member for this purpose, as well as the relationship between the Company's bodies and committees; iv) incorporation of a variable remuneration component that is globally reasonable in relation to the fixed remuneration component, without encouraging the assumption of excessive risks, with a short-term component and a medium/ long- term component, both with maximum limits; v) alignment of executive directors' interests with the Company's and its sustainability and creation of long-term wealth, including by indexing the medium/ long-term remuneration to the evolution of REN's share price; and vi) the variable remuneration indexed to REN's actual performance, measured against specific, unambiguous and measurable objectives in line with the interests of REN's stakeholders.
The remuneration of the executive directors, including of the CEO, includes a fixed component, superior in the case of the CEO (by comparison to the other Directors), and a variable component. The variable component consists of a parcel which aims to remunerate short-term performance and another with the same purpose based on medium/ long-term performance, as described in further detail below. In the case of unfair dismissal and termination of duties of an Executive Director, no compensation, other than that legally owed, is due if it is the result of inadequate performance by that Executive Director. The fixed remuneration
of executive directors is updated annually in line with the Consumer Price Index. However, in 2024, similarly to 2023, it was expressly stated in the remuneration policy that the update of the Fixed Remuneration of executive directors will not exceed the average variation applied that year to most of the REN Group's employees in the remuneration category equivalent to that of directors, and will be adjusted to this update value whenever the equation provided for in the Policy results in a higher increase than that of the employees.
In 2024 the, ESG aggregate, called rating performance, which will assess the evolution of REN's performance in the main ESG indices, as well as its performance compared to the sector and its peers, was maintained by REN.
The assessment will, consequently, continue to be based on three macro aggregates: financial, operational and ESG. Within the ESG aggregate, the weighting is now divided between four criteria: i) health and safety; ii) gender diversity; iii) reduction of greenhouse gas emissions; and iv) rating performance.
Non-executive directors (including members of the Audit Committee) are entitled to fixed monthly remuneration, defined in line with the best practices observed at large- scale companies in the Portuguese market. The remuneration policy for non-executive members of the Board of Directors is guided by the main purpose of compensating the dedication and responsibility required for the performance of their duties.
The remuneration of the members of the Board of the General Meeting corresponds to an annual fixed sum.
Currently, there are no approved variable remuneration plans or programmes that consist of the allocation of shares, options to acquire shares or other incentive schemes based on a variation of the price of shares for members of the management or supervisory bodies (or persons discharging managerial functions, within the meaning of Article 3(1) (25) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014), without prejudice to the method of calculating medium/ long-term variable remuneration (MLTVR), as described below.
Furthermore, there is no system of retirement benefits for the members of the management or supervisory bodies (or persons discharging managerial functions, within the meaning of Article 3(1) (25) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014).
III.70. Information on how remuneration is structured so as to allow alignment of the interests of members of the management body with the Company's long-term interests, as well as how it is based on performance assessment and discourages taking on excessive risk
As mentioned in III.6.9 above, nonexecutive directors' remuneration (including the members of the Audit Committee) consists exclusively of a fixed component, paid in 12 monthly instalments over the year, and is not connected to the performance or value of REN, meeting the applicable recommendations on this matter.
The remuneration structure of executive directors consists of a fixed component and a variable component. There is adequate proportionality between both components, as explained in III.69. above and in greater detail described in Point 7 of Annex 1 of this Governance Report dedicated to the Annual Report on Remuneration of REN's Corporate Bodies.
III.71. Reference, if applicable, to the existence of a variable remuneration component and information on possible impact of performance assessment on this component
The remuneration structure of the Executive Committee consists of fixed and variable components, and in accordance with the remuneration policy in force, the variable component of remuneration for 2024 may include short and medium-term parcels - STVR and MLTVR84.
For further detail on the principles inherent to the attribution of the STVR and the MLTVR, definition and metrics inherent to the Key Performance Indicators indexed to metrics of REN's strategic plan and operationalization of the remuneration policy see Points 7 and 10 of Annex 1 of this Governance Report dedicated to the Annual Report on Remuneration of REN's Corporate Bodies.
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III.72. Deferral of the payment of the variable remuneration component, with mention of the deferral period
The awarding of variable remuneration is divided into two components, each corresponding to 50% of the total variable remuneration granted for the relevant annual period, as follows.
Regarding the mechanisms inherent to the payment and deferral of the cash payment of variable remuneration see Point 10 of Annex 1 of this Governance Report dedicated to the Annual Report on Remuneration of REN's Corporate Bodies dedicated to the Annual Report on Remuneration of REN's Corporate Bodies.
III.73. Criteria on which the awarding of variable remuneration in shares is based, as well as on the maintaining, by the executive directors, of these shares, on possible signing of contracts which refer to the shares, more specifically hedging contracts or risk transfer contracts, the respective limit, and their relation to the value of total annual remuneration
At present, no plans to award variable remuneration in shares exist.
Furthermore, bearing in mind the objectives sought through the remuneration model stipulated, members of the board of directors of the Company have not entered into agreements either with the company or with third parties, designed to mitigate the risk inherent to the variability of their remuneration.
III.74. Criteria on which the awarding of variable remuneration in options is based and indication of the deferral period and the strike price
There are no variable remuneration plans or programmes that consist of the awarding of options to acquire shares or other incentive systems based on a variation of the price of shares (notwithstanding the method for calculating MTVR) for members of the management or supervisory bodies or persons discharging managerial functions, within the meaning of Article 3(1)(25) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014.
In 2024, Executive Directors were entitled to transport intended for the regular performance of their duties and were also provided with health and life insurance and personal accident insurance for the performance of their duties. It is estimated that the value of these benefits is approximately 25,000 euros/ director.
There is no system of annual bonuses or any other non-monetary benefits, beyond the variable component of remuneration described above and in the previous paragraph.
complementary pensions or early retirement schemes for directors and the date on which they were approved at the General Meeting, in individual terms
There is no system of retirement benefits or pensions for the members of the management and supervisory bodies.
IV.77. Indication of the annual amount of remuneration earned, jointly and individually, by the members of Company management bodies, paid by the Company, including fixed and variable remuneration and, with regard to the latter, mention of the different components where it originated
As regards, remuneration paid in 2024 to members of REN's management body, individually and collectively, please see Point 11 of Annex 1 of this Governance Report.
IV. 78. Sums paid for any reason by other companies in a controlling or group relationship or which are subject to common control
The members of the corporate bodies of REN did not receive any amounts paid by other companies in a controlling or group relationship with REN.
IV. 79. Remuneration paid in the form of profit sharing and/ or payment of bonuses and the reasons why such bonuses and/ or profit sharing were granted
There are no payments in the form of profit sharing and/ or payment of bonuses, beyond the variable component of remuneration described above.
IV. 80. Compensation paid or due to Ex Executive Directors for the termination of their duties during the term of office
During 2024 no executive directors left office and there were no amounts due or paid in the form of compensation to Ex-Executive Directors for the termination of their duties during office.
IV. 81. Indication of the annual amount of remuneration earned, jointly and individually, by the members of the Company's supervisory bodies, for the purposes of Article 26-C of the Securities Code, as it stands
With regard to the members of the Audit Committee, please see IV.77. above, and with regard to the Statutory Auditor, please see V.47. above.
IV. 82. Indication of the remuneration in the relevant year of the Chairman of the General Meeting
In 2024, the Chairman of the General Meeting received the fixed annual amount of 15,000 euros for carrying out the respective duties.
V. 83. Contractual limitations for compensation to be paid for unfair dismissal of a director and its relation to the variable remuneration component
In accordance with the remuneration policy approved by the Remunerations
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year of 2024, which REN considers to be the adequate legal instrument for these purposes, if a director performs below the standards required by REN in the event of dismissal without just cause or termination of duties of an executive member of the Board of Directors through agreement, no compensation will be due, beyond that legally required. The consequences of the termination of the agreement are previously defined in accordance with the reasons for that termination. In 2024, REN also approved a revision of the Remuneration Policy, which consisted in particular in the inclusion of malus and clawback clauses, in order to make the variable remuneration of executive directors conditional on the absence of intentional illicit acts resulting in a conviction requiring a restatement of the company's accounts (with a record of asset depletion).
Committee with regard to the financial
The legally owed compensation, in the event of unfair dismissal, corresponds to the compensation for damages suffered, which must not exceed the amount of compensation that the director would otherwise have received up to the end of the elected term.
V. 84. Reference to the existence and description, with indication of the amounts involved, of agreements between the Company and the members of the management body or other officers, in the meaning of Article 3(1)(25) of the of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, that would award compensation in the event of resignation, unfair dismissal or termination of the employment relationship, following a change in control over the Company (Article 29-H(1)(k)
There are no agreements between REN and the members of the management body or other officers (in the meaning of Article 3(1)(25) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014), that would award compensation in the event of resignation or unfair dismissal or termination of the employment relationship, following a change in control over the Company.
There are no variable remuneration plans or programmes that consist of the awarding of shares, options to acquire shares or other incentive systems based on a variation of the price of shares (notwithstanding the method for calculating MLTVR) for members of the management or supervisory bodies or persons discharging managerial functions, within the meaning of Article 3(1)(25) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014.
VI. 86. Characteristics of the plan (conditions of allocation, shares nontransferability clauses, criteria relating to the share price and exercise price, period during which options can be exercised, characteristics of the allocated shares or options to be awarded, existence of incentives for the acquisition of shares and/ or the exercising of options)
See VI.85. above.
VI. 87. Stock option rights allocated for the acquisition of shares where beneficiaries are the Company workers or employees
See VI.85. above.
VI. 88. Control Mechanisms available in a possible scheme for worker participation in the share capital where voting rights shall not be directly exercised by said workers (Art. 29-H(1)(e)
There are no schemes for worker participation in the share capital of the Company.
I.89. Mechanisms implemented by the Company for purposes of controlling transactions with related parties (please see the concept resulting from IAS 24)
So as to provide for monitoring by the Audit Committee of transactions concluded or to be concluded by REN or its subsidiaries with related parties and the methodology to be adopted in the event of potential conflict of interests, the REN Audit Committee proposed to the Board of Directors an internal regulations for the Assessment and Monitoring of Transactions with Related Parties and Prevention of Conflict of Interest', which were approved by the Board of Directors on 11 November 2021 and remain in effect.
Under the internal regulation on "Assessing and Monitoring Transactions with Related Parties and Preventing Situations of Conflicts of Interest", which is in line with IAS 24, which is disclosed on the company's website and summarized herein, as per recommendation II.5.1. of the IPCG Code, the transactions entered into between a related party85 and, on the other hand, REN or its subsidiaries, which are comprised in the situations provided for therein, and
85 In accordance with the meaning of international accounting standards adopted in accordance with European Regulation, in particular Regulation (EC) No 1606/2002. For the purposes of the internal regulations, a related party is: (a) any shareholder who has a qualified shareholding of the share capital of REN or any affiliated company; (b)a person or his family member who holds control 1 or joint control over REN or an affiliated company, or who has a significant influence over REN or an affiliated company, or who is a "key" element of the management of REN or an affiliated company; (c) an entity that is a member of the REN group; (d) an entity that is associated or has a joint venture with REN or an affiliated company; (e) an entity that is associated or has a joint venture with an entity with which REN or an affi liated company is associated or has a joint venture; (f) an entity which manages or somehow administers the post-employment benefits of REN's employees or of an entity related to REN; (g) an entity which is controlled or jointly controlled by a person identified in paragraph a); (h) an entity in which a person (or a relative) controlling or jointly controlling REN has significant influence or is a key element of the management of that entity (or of the parent company of that entity); i) an entity, or any entity of the same group, providing management services to REN or an affiliated company or its parent company.
which include, inter alia, all the situations provided for in Law No 50/2020, are subject to prior or subsequent control, as provided therein, by the Audit Committee.
If the Audit Committee issues an unfavorable prior expert opinion, approval of the transaction by the Board of Directors is required to and must be particularly well-grounded so as to demonstrate that the completion of the transaction is in line with pursuing the corporate interest of REN or that of its subsidiaries and that the resulting advantages for them outweigh in a positive manner the disadvantages identified by the Audit Committee86.
Finally, the Audit Committee also submits recommendations to the Board of Directors with regard to measures to prevent and identify conflicts of interests87.
Moreover, in accordance with the Board of Directors internal regulations, transactions with related parties for sums exceeding 500,000 euros or, regardless of the sum, any transaction which may be considered as not being executed under market conditions or as outside the scope of the Company's ordinary course of business are matters which may not be delegated to the Executive Committee.
Furthermore, the internal regulation on "Assessing and Monitoring Transactions with Related Parties and Preventing Situations of Conflicts of Interest" provides for the adoption of procedures in line with Recommendations II.4.1. and II.4.2. of the IPCG Governance Code, which ensure that
the member with a conflict of interest does not interfere with the decision-making process, without prejudice to the duty to provide information and clarifications requested. In particular, the member in conflict of interest i) must not receive any information regarding the matter; ii) must abstain from discussing the matter with other members of a management or supervisory body of REN or any of REN's affiliated companies; and iii) must not participate nor be present in the discussion and voting on the matter in question.
Pursuant to the internal regulations on "Assessing and Monitoring Transactions with Related Parties and Preventing Situations of Conflicts of Interest", the Audit Committee had prior intervention in the two transactions, carried out between companies of REN Group and related parties:
For more details on Related Party Transactions, see Financial Statements (in accordance with IAS 24 - Related Party Disclosures).
I.91. Description of the procedures and criteria applicable to the intervention of the supervisory bodies for the purposes of assessing business between the Company and the holders of qualified shareholdings or entities with which they are in any relationship pursuant to Article 20 of the Portuguese Securities Code
See I.89. above. The procedures and criteria outlined herein are applicable to transactions with the holders of qualified shareholdings or entities with which they are in any relationship pursuant to Article 20 of the Securities Code, given that these are by definition considered to be related parties in accordance with internal regulations for the "Assessment and Monitoring of Transactions with Related Parties and Prevention of Conflict of Interest".
II.92. Indication of the location of accounting documents providing information regarding business with Related Parties, in accordance with IAS 24 or, alternatively, reproductions of this information
Point 34 of the Appendix to the financial statements of the 2024 Integrated Report, in accordance with IAS 24, includes a description of the principal elements of business with Related Parties, including business and operations carried out between the Company and holders of qualified shareholdings or associated entities.
Business between the Company and the holders of qualified shareholdings or entities with which they are in any relationship pursuant to Article 20 of the Securities Code was conducted under normal market conditions, during normal REN business, and was largely a result of regulatory obligations.
86 See Points 4 and 5 of point VI of the abovementioned internal regulation.
87 See Point X(I)(a) of the abovementioned internal regulation.
With regard to the disclosure of Information on corporate governance, as an issuer of shares that are admitted to trading on the Euronext Lisbon regulated market, REN is subject to the regime established in the Securities Code and CMVM Regulation No 4/2013.
In accordance with Article 2 of CMVM Regulation No 4/2013, the Corporate Governance Code which the company is subject to or has voluntarily decided to implement must be identified.
The place where the Corporate Governance Code(s) to which the Company is subject is made available to the public shall also be indicated (Article 29-H(1)(o).
When preparing this report, REN referred to the Portuguese Institute of Corporate Governance Code, approved in 2018, and reviewed in 2023, available on REN website, as well as its rules of interpretation, available at the same address.
Pursuant to Article 29-H(1)(n) of the Securities Code, as it stands, a statement shall be included on the acceptance of the Corporate Governance Code to which the issuer is subject, stating any divergence from the said code and the reasons for the divergence.
In accordance with Regulation 4/2013, in conjunction with the Corporate Governance Code of the Portuguese Institute of Corporate Governance, the information submitted should include, for each recommendation:
c) In the event of non-compliance or partial compliance (i.e., compliance with only part of the sub-recommendations, where applicable), the details of any alternative mechanism adopted by the company for the purpose of pursuing the same objective of the recommendation, in this case, the company's judgment as to the existence of equivalence to compliance may be included.
As mentioned above, REN took the decision to adopt all recommendations laid out in the IPCG Code.
Therefore, REN hereby declares that it fully adopts all the abovementioned Portuguese Institute of Corporate Governance recommendations on corporate governance matters laid down in said Code, except for Recommendation IV.1.2., which is not adopted for the reasons described below, Recommendations III.2., III.6., IV.2.5., VI.2.10., VI. 3.3., and VI.3.4., which are not applicable to REN, and Recommendation III. 3., which should be considered
materially adopted taking into account the explanation included below.
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II
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The chart below identifies IPCG Code recommendations and individually mentions those that have been adopted by REN and those that have not. It also indicates the chapters in this report where a more detailed description of measures taken for their adoption may be found with the aim of complying with the said recommendations.
A. Corporate governance promotes and fosters the pursuit of the respective long-term interests, performance and sustained development, and is structured in order to allow the interests of shareholders and other investors, staff, clients, creditors, suppliers and other stakeholders to be weighed, contributing to the strengthening of confidence in the quality, transparency and ethical standards of administration and supervision, as well as to the sustainable development of the community the companies form part of and to the development of the capital market.
B. The Code is voluntary and compliance is based on the comply or explain principle, applicable to all Recommendations.
Principle I.I.A.: In their organisation, operation and in the definition of their strategy, companies shall contribute to the pursuit of the Sustainable Development Goals defined within the framework of the United Nations Organisation, in terms that are appropriate to the nature of their activity and their size.
Principle I.I.B.: The company periodically identifies, measures and seeks to prevent negative effects related to the environmental and social impact of the operation of its activity, in terms that are appropriate to the nature and size of the company.
Principle I.I.C.: In its decision-making processes, the management body considers the interests of shareholders and other investors, employees, suppliers and other stakeholders in the activity of the company.
| I.1. | The company specifies in what terms its strategy seeks to ensure the fulfilment of its long-term objectives and what are the main contributions resulting here from for the community at large. |
Adopted | Integrated Management Report 2024, chapter 2.1 Strategy, 2.2 Commitments and 4. Sustainability statement Part II, chapter 9.3.4. |
|---|---|---|---|
| I.2. | The company identifies the main policies and measures adopted with regard to the fulfilment of its environmental and social objectives. |
Adopted | Integrated Management Report 2024, chapter 2.1 Strategy (Sustainability Strategy section for priority areas of activity) Part I, chapter 8.1.2 ff. II.27. and Part 2, chapter 9.3.4. |
Principle II.1.A.: Companies and, in particular, their Directors treat shareholders and other investors in an equitable manner, namely by ensuring mechanisms and procedures for the adequate treatment and disclosure of information.
II.1.1. The company establishes mechanisms to adequately and rigorously ensure the timely circulation or disclosure of the information required to its bodies, the company secretary, shareholders, investors, financial analysts, other stakeholders and the market at large.
Adopted Part I, chapters 8.1.2. ff. II.18. and III.38 and 8.1.3. ff. III.54., III.55. and IV.56
CORPORATE GOVERNANCE CODE ASSESSMENT REFERENCE TO THE CORPORATE GOVERNANCE REPORT/ COMMENTS
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| Diversity in the Composition and Functioning of the Corporate Bodies | |||||
|---|---|---|---|---|---|
| Companies have adequate and transparent decision-making structures, ensuring maximum efficiency in the functioning of their bodies and committees88. Principle II.2.A.: |
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| II.2. | Companies ensure diversity in the composition of their management and supervisory bodies and the adoption of individual merit criteria in the respective appointment processes, which shall Principle II.2.B.: be the exclusive responsibility of shareholders. |
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| Companies ensure that the performance of their bodies and committees is duly recorded, namely in minutes of meetings, that allow for knowing not only the sense of the decisions taken but Principle II.2.C.: also their grounds and the opinions expressed by their members. |
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| II.2.1. | Companies establish, previously and abstractly, criteria and requirements regarding the profile of the members of the corporate bodies that are adequate to the function to be performed, considering, notably, individual attributes (such as competence, independence, integrity, availability and experience), and diversity requirements (with particular attention to equality between men and women), that may contribute to the improvement of the performance of the body and of the balance in its composition. |
Adopted | Part I, chapter 8.1.2 ff. II.16., II.27., II.29. and Part II, chapter 9.3. | ||
| II.2.2. | The management and supervisory bodies and their internal committees are governed by regulations - notably regarding the exercise of their powers, chairmanship, the frequency of meetings, operation and the duties framework of their members - fully disclosed on the website of the company, whereby minutes of the respective meetings shall be drawn up. |
Adopted | Part 1, chapter 8.1.2 ff. II.22., II.27., II.29., III.34., 8.1.3, s. V.61. and 8.1.4 s. II.67. | ||
| II.2.3. The composition and number of meetings for each year of the management and supervisory bodies and of their internal committees are disclosed on the website of the company. |
Adopted | Part 1 chapter 8.1.2 ff. II.23., III.35. and 8.1.4 s. II.67. | |||
| II.2.4 | The companies adopt a whistle-blowing policy that specifies the main rules and procedures to be followed for each communication and an internal reporting channel that also includes access for nonemployees, as set forth in the applicable law. |
Adopted | Part 1, chapter 8.1.3 ff. II.49., III.54. and Part 2, chapter 9.3. | ||
| II.2.5. | The companies have specialised committees for matters of corporate governance, remuneration, appointments of members of the corporate bodies and performance assessment, separately or cumulatively. If the Remuneration Committee provided for in Article 399 of the Portuguese Commercial Companies Code has been set up, the present Recommendation can be complied with by assigning to said committee, if not prohibited by law, powers in the above matters. |
Adopted | Part 1, chapter 8.1.2 ff. II.27., II.29. and III.53. | ||
| II.3. | Relations between Corporate Bodies The corporate bodies create the conditions for them to act in a harmonious and articulated manner, within the scope of their responsibilities, and with information that is adequate for carrying Principle II.3.A.: out their functions. |
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| II.3.1. | The Articles of Association or equivalent means adopted by the company set out the mechanisms to ensure that, within the limits of the applicable laws, the members of the management and supervisory bodies have permanent access to all necessary information to assess the performance, situation and development prospects of the company, including, specifically, the minutes of the meetings, the documentation supporting the decisions taken, the convening notices and the archive of the meetings of the executive management body, without prejudice to access to any other documents or persons who may be requested to provide clarification. |
Adopted | Part 1, chapter 8.1.2 ff. II.18., II.2.3. and III.38. | ||
| II.3.2 | Each body and committee of the company ensures, in a timely and adequate manner, the inter-organic flow of information required for the exercise of the legal and statutory powers of each of the other bodies and committees. |
Adopted | Part 1, chapter 8.1.2 ff. II.18., II.23. and III.38. | ||
| II.4. | Conflicts of Interest The existence of current or potential conflicts of interest between the members of bodies or committees and the company shall be prevented, ensuring that the conflicted member does Principle II.4.A.: not interfere in the decision-making process. |
88 Committees, company committees, specialized committees or internal committees are understood to be committees composed mainly of members of company bodies, to whom they assign duties in the corporate sphere, excluding the remuneration committee appointed by the General Meeting, under the provisions of article 399 of the Commercial Companies Code, unless the Code expressly states otherwise.
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II.4.1. By internal regulation or an equivalent hereof, the members of the management and supervisory bodies and of the internal committees shall be obliged to inform the respective body or committee whenever there are any facts that may constitute or give rise to a conflict between their interests and the interest of the company. Adopted Part 1, chapter 8.1.2 ff. II.18. and II.29. II.4.2. The company adopts procedures to ensure that the conflicted member does not interfere in the decision-making process, without prejudice to the duty to provide information and clarification requested by the body, committee or respective members. Adopted Part 1, chapters 8.1.2 s. II.18. and 8.1.5. s. I.89. II.5. Transactions with Related Parties Principle II.5.A.: Transactions with related parties shall be justified by the interest of the company and shall be carried out under market conditions, being subject to principles of transparency and adequate supervision. II.5.1. The management body discloses, in the corporate governance report or by other publicly available means, the internal procedure for verification of transactions with related parties. Adopted Part 1, chapters 8.1.1 s. II.10. and 8.1.5 s. I.89. III. SHAREHOLDERS AND GENERAL MEETING Principle III.A.: The adequate involvement of shareholders in corporate governance constitutes a positive factor for the efficient functioning of the company and the achievement of its corporate objective. Principle III.B.: The company promotes the personal participation of shareholders at general meetings as a space for reflection on the company and for shareholders to communicate with the bodies and committees of the company. Principle III.C.: The company implements adequate means for shareholders to attend and vote at the general meeting without being present in person, including the possibility of sending in advance questions, requests for clarification or information on the matters to be decided on and the respective proposals. III.1. The company does not set an excessively large number of shares to be entitled to one vote and informs in the corporate governance report of its choice whenever each share does not carry one vote. Adopted Part 1, chapter 8.1.2. ff. II.12. III.2. The company that has issued special plural voting rights shares identifies, in its corporate governance report, the matters that, pursuant to the company's Articles of Association, are excluded from the scope of plural voting. N/A III.3. The company does not adopt mechanisms that hinder the passing of resolutions by its shareholders, specifically fixing a quorum for resolutions greater than that foreseen by law. Adopted (equivalent explain) Part 1, chapter 8.1.2. ff. II.14. The company believes that the majorities provided for in Articles 11(2) and 11(3) of the Articles of Association, which are more demanding than those defined by law, are justified by the fact that the matters in question are strategic and of structural importance, and that their amendment should therefore require a broader consensus of the shareholders. With particular regard to the majority provided for in Article 11(3), this is justified by the fact that the articles in question are intended to enable the company to monitor compliance with various legal obligations and the ERSE Decision on full legal and asset separation (full unbundling). III.4. The company implements adequate means for shareholders to participate in the general meeting without being present in person, in proportion to its size. Adopted Part 1, chapter 8.1.2. ff. II.12. III.5. The company also implements adequate means for the exercise of voting rights without being present in person, including by correspondence and electronically. Adopted Part 1, chapter 8.1.2. ff. II.12. III.6. The Articles of Association of the company that provide for the restriction of the number of votes that may be held or exercised by one single shareholder, either individually or jointly with other shareholders, shall also foresee that, at least every five years, the general meeting shall resolve on the amendment or maintenance of such statutory provision - without quorum requirements greater than that provided for by law - and that in said resolution, all votes issued are to be counted, without applying said restriction. N/A Part 1, chapter 8.1.1. ff. I.2. and I.5. The Articles of Association do not provide for any mechanism for renewing or revoking these statutory rules, since their existence is due to compliance with legal and administrative requirements, so this recommendation should be considered not applicable to REN.
exercise of executive functions in entities outside the group.
Adopted Part 1, chapter 8.1.1. sec. I.4.
The company does not adopt any measures that require payments or the assumption of costs by the company in the event of change of control or change in the composition of the management body and
III.7. which are likely to damage the economic interest in the transfer of shares and the free assessment by shareholders of the performance of the Directors.
IV. MANAGEMENT
IV.1. Principle IV.1.A.: The day-to-day management of the company shall be the responsibility of executive directors with the qualifications, skills, and experience appropriate for the position, pursuing the corporate goals and aiming to contribute to its sustainable development.
Principle IV.1.B.: The determination of the number of executive directors shall take into account the size of the company, the complexity and geographical dispersion of its activity and the costs, bearing in mind the desirable flexibility in the running of the executive management.
IV.1.1. The management body ensures that the company acts in accordance with its object and does not delegate powers, notably with regard to: i) definition of the corporate strategy and main policies of the company; ii) organization and coordination of the corporate structure; iii) matters that shall be considered strategic due to the amounts, risk and particular characteristics involved. Adopted Part 1, chapter 8.1.2. ff. II.21. IV.1.2. The management body approves, by means of regulations or through an equivalent mechanism, the performance regime for executive directors applicable to the exercise of executive functions by them in entities outside the group. Not adopted Part 1, chapter 8.1.2. ff. II.26. REN's executive directors exclusively serve on the governing bodies of subsidiaries and companies in which REN has a stake. In this way, and despite the fact that there are no internal regulations specifically aimed at executive directors in this regard, the availability of directors to carry out their duties is total, ensuring that the interests of the company and the Group are pursued to their full potential at all times. For this reason, the Board of Directors has not formally approved internal regulations on the
IV.2. Principle IV.2.A.: For the full achievement of the corporate objective, the non-executive directors shall exercise, in an effective and judicious manner, a function of general supervision and of challenging the executive management, whereby such performance shall be complemented by commissions in areas that are central to the governance of the company.
Principle IV.2.B.: The number and qualifications of the non-executive directors shall be adequate to provide the company with a balanced and appropriate diversity of professional skills, knowledge and experience.
IV.2.1 Notwithstanding the legal duties of the chairman of the board of directors, if the latter is not independent, the independent directors - or, if there are not enough independent directors, the nonexecutive directors - shall appoint a coordinator among themselves to, in particular i) act, whenever necessary, as interlocutor with the chairman of the board of directors and with the other directors, ii) ensure that they have all the conditions and means required to carry out their duties, and iii) coordinate their performance assessment by the administration body as provided for in Recommendation VI.1.1.; alternatively, the company may establish another equivalent mechanism to ensure such coordination. Adopted Part 1 chapter 8.1.2. ff. II.18. IV.2.2. The number of non-executive members of the management body shall be adequate to the size of the company and the complexity of the risks inherent to its activity, but sufficient to ensure the efficient performance of the tasks entrusted to them, whereby the formulation of this adequacy judgement shall be included in the corporate governance report. Adopted Part 1, chapter 8.1.2. ff. II.18. and III.31. IV.2.3. The number of non-executive directors is greater than the number of executive directors. Adopted Part 1, chapter 8.1.2. ff., II.17 and II.18.
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CORPORATE GOVERNANCE CODE ASSESSMENT REFERENCE TO THE CORPORATE GOVERNANCE REPORT/ COMMENTS IV.2.4. The number of non-executive directors that meet the independence requirements is plural and is not less than one third of the total number of non-executive directors. For the purposes of the present Recommendation, a person is deemed independent when not associated to any specific interest group in the company, nor in any circumstances liable to affect his/ her impartiality of analysis or decision, in particular in virtue of: i) Having carried out, continuously or intermittently, functions in any corporate body of the company for more than twelve years, with this period being counted regardless of whether or not it coincides with the end of the mandate; ii) Having been an employee of the company or of a company that is controlled by or in a group relationship with the company in the last three years; iii) Having, in the last three years, provided services or established a significant business relationship with the company or with a company that is controlled by or in a group relationship with the company, either directly or as a partner, director, manager or officer of a legal person; iv) Being the beneficiary of remuneration paid by the company or by a company that is controlled by or in a group relationship with the company, in addition to remuneration stemming from the performance of the functions of director; v) Living in a non-marital partnership or being a spouse, relative or kin in a direct line and up to and including the 3rd degree, in a collateral line, of directors of the company, of directors of a legal person owning a qualifying stake in the company or of natural persons owning, directly or indirectly, a qualifying stake; and vi) Being a holder of a qualifying stake or representative of a shareholder that is holder of a qualifying stake. Adopted Part 1, chapter 8.1.2. ff. II.18. IV.2.5. The provisions of paragraph i) of the previous Recommendation do not prevent the qualification of a new Director as independent if, between the end of his/ her functions in any corporate body and his/ her new appointment, at least three years have elapsed (cooling-off period). N/A There is no REN director in this situation. V. SUPERVISION Principle V.A.: The supervisory body carries out permanent supervision activities of the administration of the company, including, also from a preventive perspective, the monitoring of the activity of the company and, in particular, the decisions Principle V.B.: The composition of the supervisory body provides the company with a balanced and adequate diversity of professional skills, knowledge and experience. V.1. With due regard for the competences conferred to it by law, the supervisory body takes organization of the strategic guidelines and evaluates and renders an opinion on the risk policy, prior to its final approval by the administration body. Adopted Part 1, chapter 8.1.2 ff. III.38, chapter 8.1.3 ff. III.50. ff. on risk policy. V.2. The number of members of the supervisory body and of the financial matters committee should be adequate in relation to the size of the company and the complexity of the risks inherent to its activity, but sufficient to ensure the efficiency of the tasks entrusted to them, and this adequacy judgement should be included in the corporate governance report. Adopted Part 1, chapter 8.1.2 ff. II.18. and III.31. VI. PERFORMANCE ASSESSMENT, REMUNERATION AND APPOINTMENTS VI.1. Annual Performance Assessment Principle VI.1.A.: The company promotes the assessment of performance of the executive body and its individual members as well as the overall performance of the management body and its organization committees. VI.1.1. The management body - or committee with relevant powers, composed of a majority of non-executive members - evaluates its performance on an annual basis, as well as the performance of the executive committee, of the executive directors and of the company committees, taking into account the compliance with the strategic plan of the company and of the budget, the risk management, its internal functioning and the contribution of each member to that end, and the relationship between the bodies and committees of the company. Adopted Part 1, chapter 8.1.2 ff. II.24.
VI.2
VI.2.1.
VI.2.3.
VI.2.4.
VI.2.5.
VI.2.7.
VI.2.8.
VI.2.9.
Remuneration
Principle VI.2.A.:
Principle VI.2.B.:
year in question.
iii) that rewards performance.
The remuneration policy for members of the management and supervisory bodies shall allow the company to attract qualified professionals at a cost that is economically justified by their
Adopted Part 1, chapter 8.1.4 ff. I.66., I.67.
Adopted Part 1, chapter 8.1.4 ff. III.76. and IV.80. e V.83.
situation, provide for the alignment with the interests of the shareholders - taking into consideration the wealth effectively created by the company, the economic situation and the market situation - and shall
CORPORATE GOVERNANCE CODE ASSESSMENT REFERENCE TO THE CORPORATE GOVERNANCE REPORT/ COMMENTS
Taking into consideration that the position of directors is, by nature, a remunerated position, directors shall receive a remuneration:
ii) that ensures a performance aligned with the long-term interests of shareholders and promotes the sustainable performance of the company; and
from that committee. Adopted Part 1, chapter 8.1.4 ff. I.66.
constitute a factor for developing a culture of professionalism, sustainability, merit promotion and transparency in the company.
i) that adequately rewards the responsibility undertaken, the availability and competence placed at the service of the company;
The company constitutes a remuneration committee, whose composition shall ensure its
VI.2.2. The remuneration shall be fixed by the remuneration committee or the general meeting, on a proposal
The company discloses in the corporate governance report, or in the remuneration report, the termination of office of any member of a body or committee of the company, indicating the amounts of all costs related to the termination of office borne by the company, for any reason, during the financial
pursuant to Article 399 of the Portuguese Commercial Companies Code.
independence from the board of directors, whereby it may be the remuneration committee appointed
III Corporate governance report
In order to provide information or clarification to shareholders, the president or another member of the remuneration committee shall be present at the annual general meeting and at any other general meeting at which the agenda includes a matter related to the remuneration of the members of bodies and committees of the company, or if such presence has been requested by shareholders. Adopted Part 1, chapter 8.1.4 ff. II.67. Within the budget constraints of the company, the remuneration committee may freely decide to hire, on behalf of the company, consultancy services that are necessary or convenient for the performance of its duties. Adopted Part 1, chapter 8.1.4 ff. II.67. VI.2.6. The remuneration committee ensures that such services are provided independently. Adopted Part 1, chapter 8.1.4 ff. II, 67. The providers of said services are not hired by the company itself or by any company controlled by or in group relationship with the company, for the provision of any other services related to the competencies of the remuneration committee, without the express organization of the committee. Adopted Part 1, chapter 8.1.4 ff. II.67. In view of the alignment of interests between the company and the executive directors, a part of their remuneration has a variable nature that reflects the sustained performance of the company and does not encourage excessive risk-taking. Adopted Part 1, chapter 8.1.4 ff. III.69., III.70. and III.71. A significant part of the variable component is partially deferred over time, for a period of no less than three years, and is linked to the confirmation of the sustainability of performance, in terms defined in the remuneration policy of the company. Adopted Part 1, chapter 8.1.4 ff. III.71. e III.72. VI.2.10. When the variable remuneration includes options or other instruments directly or indirectly subject to share value, the start of the exercise period is deferred for a period of no less than three years. N/A Part 1, chapter 8.1.4 ff. III.74. Variable remuneration does not have the relevant characteristics for the purposes of applying the Recommendation. VI.2.11. The remuneration of non-executive directors does not include any component whose value depends on the performance of the company or of its value. Adopted Part 1, chapter 8.1.4 ff. III.69. and III.70.
VI.3.
Appointments
Principle VI.3.A.:
be adequate for the job to be performed89.
Regardless of the method of appointment, the knowledge, experience, professional background, and availability of the members of the corporate bodies and of the senior management shall
CORPORATE GOVERNANCE CODE ASSESSMENT REFERENCE TO THE CORPORATE GOVERNANCE REPORT/ COMMENTS
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VI.3.1. The company promotes, in the terms it deems adequate, but in a manner susceptible of demonstration, that the proposals for the appointment of members of the corporate bodies are accompanied by grounds regarding the suitability of each of the candidates for the function to be performed. Adopted Part 1, chapter 8.1.2 ff. II.16. VI.3.2. The committee for the appointment of members of corporate bodies includes a majority of independent directors. Adopted Part 1, chapter 8.1.2 ff. II.27. and II.29. VI.3.3 Unless it is not justified by the size of the company, the task of monitoring and supporting the appointments of senior managers shall be assigned to an appointment committee. N/A Part 1, chapter 8.1.2 ff., I.66., II.27. and II.29. REN believes that only members of the company's management and supervisory bodies are included in the definition of senior management, since only those who have regular access to privileged information also have the power to make management decisions that could affect REN's evolution and future prospects. For this reason, it did not create an appointments committee in addition to the one already existing within the Board of Directors, for the purposes of appointing new members of this body. VI.3.4. The committee for the appointment of senior management provides its terms of reference and promotes, to the extent of its powers, the adoption of transparent selection processes that include effective mechanisms for identifying potential candidates, and that for selection those are proposed who present the greatest merit, are best suited for the requirements of the position and promote, within the organization, an adequate diversity including regarding gender equality. N/A REN understands that the definition of senior management only encompasses the members of the company's management and supervisory bodies90, hence REN hasn't created an additional nominations committee to the committee already established within the Board of Directors for the purpose of appointing other members of such body. VII. INTERNAL CONTROL Principle VII.A.: Based on the medium and long-term strategy, the company shall establish a system of internal control, comprising the functions of risk management and control, compliance and internal audit, which allows for the anticipation and minimisation of the risks inherent to the activity developed. VII.1. The management body discusses and approves the strategic plan and risk policy of the company, which includes setting limits in matters of risk-taking. Adopted Part 1, chapter 8.1.2 ff II.21. and II.24.; chapter 8.1.3 ff. III.50. VII.2. The company has a specialised committee or a committee composed of specialists in risk matters, which reports regularly to the management body. Adopted Part 1, chapter 8.1.2 ff. III.50. and III.54. VII.3. The supervisory body is organised internally, implementing periodic control mechanisms and procedures, in order to ensure that the risks effectively incurred by the company are consistent with the objectives set by the administration body. Adopted Part 1, chapters 8.1.3 ff. III.50., III.51. and III.54. VII.4. The internal control system, comprising the risk management, compliance, and internal audit functions, is structured in terms that are adequate to the size of the company and the complexity of the risks inherent to its activity, whereby the supervisory body shall assess it and, within the ambit of its duty to monitor the effectiveness of this system, propose any adjustments that may be deemed necessary. Adopted Part 1, chapters 8.1.2 s. III.38. and 8.1.3 ff. III.50. VII.5. The company establishes procedures of supervision, periodic assessment and adjustment of the internal control system, including an annual assessment of the degree of internal compliance and performance of such system, as well as the prospects for changing the previously defined risk framework. Adopted Part 1, chapters 8.1.2 ff. III.38. and 8.1.3 ff. III.50., III.53., III.54.
89 In this Code, managers are defined as people who are part of senior management, as defined (under the name "managers") by European and national legislation on listed companies, excluding members of company bodies.
90 In accordance with the Note on the interpretation of the IPCG Code - note No 3, recommendation V.3.4 (now VI.3.4) should be interpreted as referring only to the commission provided for in recommendation V.3.2 (now VI.3.3).
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| VII.6. | Based on its risk policy, the company sets up a risk management function, identifying i) the main risks to which it is subject in the operation of its business, ii) the probability of their occurrence and respective impact, iii) the instruments and measures to be adopted in order to mitigate such risks, and iv) the monitoring procedures, aimed at following them up. |
Adopted | Part 1, chapters 8.1.3 ff. III.50., III.53. and III.54. |
| VII.7. | The company establishes processes to collect and process data related to the environmental and social sustainability in order to alert the management body to risks that the company may be incurring and propose strategies for their mitigation. |
Adopted | Part 1, chapter 8.1.2, II.27., II.29., III.53. and Part 2, chapter 9.3.4 |
| VII.8. The company reports on how climate change is considered within the organisation and how it takes into account the analysis of climate risk in the decision-making processes. |
Adopted | Part 1, chapter 8.1.2, III.53 and III.54; III.69 and chapter 9.3.4 | |
| VII.9. The company informs in the corporate governance report on the manner in which artificial intelligence mechanisms have been used as a decision-making tool by the corporate bodies. |
Adotata | Part 1, chapter 8.2, II.21. | |
| VII.10. | The supervisory body pronounces on the work plans and resources allocated to the services of the internal control system, including the risk management, compliance, and internal audit functions, and may propose adjustments as deemed necessary. |
Adopted | Part 1, chapters 8.1.2 ff. III.38 and 8.1.3 ff. III.50. |
| VII.11. | The supervisory body is the addressee of reports made by the internal control services, including the risk management, compliance, and internal audit functions, at least when matters related to accountability, identification or resolution of conflicts of interest and detection of potential irregularities are concerned. |
Adopted | Part 1, chapters 8.1.2 ff. III.38. and 8.1.3 ff. III.50. |
| VIII. | INFORMATION AND STATUTORY AUDITO OF ACCOUNTS |
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| VIII.1. | Information The supervisory body, diligently and with independence, ensures that the management body observes its responsibilities in choosing policies and adopting appropriate accounting Principle VIII.1.A.: criteria and establishing adequate systems for financial and sustainability reporting, and for internal control, including risk management, compliance and internal audit. The supervisory body promotes a proper articulation between the work of the internal audit and that of the statutory audit of accounts. Principle VIII.1.B.: |
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| VIII.1.1. | The regulations of the supervisory body requires that the supervisory body monitors the suitability of the process of preparation and disclosure of information by the management body, including the appropriateness of accounting policies, estimates, judgements, relevant disclosures and their consistent application from financial year to financial year, in a duly documented and reported manner. |
Adopted | Part 1, chapter 8.1.3 ff. III.38. and III.55. |
| VIII.2. | Statutory audit and supervision t is the responsibility of the supervisory body to establish and monitor formal, clear, and transparent procedures as to the relationship between the company and the statutory auditor Principle VIII.2.A.: and the supervision of compliance, by the statutory auditor, with the rules of independence imposed by law and by professional standards. |
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| VIII.2.1. By means of regulation, the supervisory body defines, in accordance with the applicable legal regime, the supervisory procedures to ensure the independence of the statutory auditor. |
Adopted | Part 1, chapter 8.1.2 ff. III.37., III.38., IV.40., V.44. and V.46. | |
| VIII.2.2. | The supervisory body is the main interlocutor of the statutory auditor within the company and the first addressee of the respective reports, and is competent, namely, for proposing the respective remuneration and ensuring that adequate conditions for the provision of the services are in place within the company. |
Adopted | Part 1, chapter 8.1.2 ff. III.38., V.45. |
| The supervisory body annually evaluates the work carried out by the statutory auditor, its |
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9.3 OTHER INFORMATION
The company shall provide any additional Information which, not covered by the previous points, is relevant for understanding the governance model and practices implemented.
In relation to 2024, for the purpose of no 1 of paragraph q) of Article 29-H of the Securities Code, it should be highlighted that REN has in force i) a Code of Conduct for the REN Group, which establishes a rule of equal treatment and nondiscrimination, in particular, based on race, gender, age, physical disability, sexual orientation, political views or religious beliefs; ii) a "Plan for Equal Gender Equal Treatment" applicable to the REN Group; and iii) a Selection and Diversity Policy, which establishes the guiding principles considered by the Nominations and Appraisals Committee in the process of identifying and selecting potential candidates for the Board of Directors. In addition, REN formalised a strategic objective for the REN Group, in accordance with the ESG policy in progress, which aims to promote gender equality in order to 1/3 of 1st line management positions become occupied by women by 2030 see chapter 4.3.1 REN Employees.
REN considers diversity as a value that encourages efficiency, creativity and innovation, in selection of candidates
for members of the corporate bodies, as a cross- pilar. As such, diversity has been adequately promoted in relation to qualifications and skills required for the exercise of those functions, as well as an adequate gender representation without negative discrimination of any kind.
In addition, in this respect, in 2015 REN also endorsed the commitment agreement with the Portuguese Government for gender equality in the corporate bodies of listed companies.
In 2022, REN formalized its Stakeholder Relations Policy, with the aim of maintaining a mutually positive relationship, with integrity and ethics with key stakeholders. This Policy lists the main principles to which REN is committed in all its activities in its relations with stakeholders.
In addition, REN conducts a stakeholder consultation every two years. In 2023, a new consultation was carried out, with an increase in participation of 83% compared to the previous process, carried out in 2021. The stakeholder consultation resulted in a review of the materially relevant issues for REN, in accordance with the concept of dual double materiality. The results of this analysis also served as the basis for the strategic sustainability review carried out,
which is publicly available on the Group's website In 2024, the double materiality analysis was revised to ensure greater alignment with the European Sustainability Reporting Standards (ESRS).
In 2025 REN will conduct a new consultation to its stakeholders, following the European Financial Reporting Advisory Group (EFRAG) recommendations. See chapter 4.1.2. Materiality).
With the aim of achieving excellence in preventing and combating illegal acts, namely those which may constitute the practice of crimes of money laundering, financing of terrorism, corruption and related offences, REN approved a compliance program that reflects this commitment, through the definition of fundamental principles and rules that must be complied with in this area, both by employees and other stakeholders.
Within the scope of the regulatory compliance program, REN's Group Integrity Policy is included, establishing the principles of action and duties of Group companies and other parties, in order to prevent the practice of illicit acts, namely crimes of corruption, money laundering and financing of terrorism, and to promote ethics, integrity and transparency in doing business, ensuring compliance with current legislation and regulations. Among other matters, in its current version, the REN Group Integrity Policy covers the priorities set out in the National Anti-Corruption Strategy.
Internal communication was also reinforced, particularly with regard to whistleblowing, namely with reminders on the intranet, in order to make employees aware of the existence of this whistleblowing mechanism. In addition, in 2022 the course that covered the topics related to the Code of Conduct was revised, and now also covers the aspects and tests related to the Group's Integrity Policy, as well as, in general, the policies and procedures for the prevention of corruption.
In 2024, REN revised the procedures applicable to the handling and investigation of reports of irregularities, making it possible for reports to be made not only by email and/or telephone, but also through a reporting channel exclusively online. This online whistleblowing channel also allows the complaint to be made either in writing or orally, and if the whistleblower chooses to do it orally, he/she can choose whether or not he/she wants the voice to be distorted.
For the same purpose, understanding and compliance mechanisms were reinforced in relation to REN employees, who, from
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the moment they are hired, and regardless of their contractual relationship, declare that they are aware of and fully accept the provisions of the REN Group Code of Conduct, the procedures applicable to the treatment of communications and investigation of irregularities and the REN Group Integrity Policy. The content of said regulations and policies is made available to all employees and is permanently available at REN's buildings and on its websites (internet and intranet) and is the object of regular training and testing.
During 2024, REN created a Compliance area, with a view to the evolutionary adjustment of the organizational structure to the challenges of a sector that is undergoing profound transformation. This reinforcement is the result of REN's ongoing commitment to compliance with legal standards, internal policies and external guidelines.
Also in 2024, initial face-to-face training adapted to each of the business units most exposed to risks of corruption and related infractions was completed with external collaboration, in accordance with the Plan for the Prevention of Risks of Corruption and Related Infractions, including training specifically aimed at members of REN's governing bodies.
In addition, the "Ethics and Code of Conduct and Prevention of Corruption Risks" course, the content of which was reviewed and renewed during 2023, was completed by 92.76% of REN's employees in 2024. This course is compulsory for all REN employees, and must be renewed every two years. It has a theoretical and a practical component, with the aim of providing information on the most relevant concepts of ethics, the Code of Conduct, REN's Integrity Policy and the Plan for the Prevention of Corruption Risks and Related Infractions, as well as understanding how the recipient of the course should act in the performance of their duties. The course also covers the procedures applicable to reporting and dealing with reports of irregularities.
The course is always available online and can be taken by all employees who wish to take it more than once and whenever they need to go into more depth on any of the topics covered by the course.
Since 2021, the powers and duties of the Corporate Governance Committee have been extended to also and expressly cover ethics issues, in particular, strengthening the management of ethics risks and monitoring the implementation of the Code of Conduct and internal rules and policies, having amended the name of the Committee to be the Ethics and Corporate Governance Committee.
For more information on these topics, see chapter 4.4.1 Ethical culture and fight against corruption.
REN's sustainability approach was revised in 2023, driven by the need to be strictly aligned with its strategic commitments. This update was particularly relevant in the context of the energy transition and decarbonization, areas in which REN plays a crucial role. In addition, this strategic review responded to changes in standards and regulations, both national and international, and integrated emerging sustainability best practices. The strategic review included a new stakeholder consultation to define updated material areas and themes.
REN's sustainable development strategy is aligned with the 17 United Nations Sustainable Development Goals (SDGs). Of these 17 SDGs, REN has set six that reflect its strategy and are fundamental to its activity:
The strategic review of the sustainability approach in 2023, in line with the nuclear SDGs, resulted in five priority areas of action that reflect REN's dedication to sustainability and guide its activity in 2024: Energy transition and climate change; Natural capital management; Valuing our people; Creating value for all stakeholders; and Responsible governance.
Following the review of the sustainability approach, and based on the lines of action and consultation with stakeholders, REN published its Sustainability Policy in 2024. The Policy establishes the principles of sustainability, in environmental, social, economic and governance terms, which guide REN's activities towards a responsible business management model.
II
report
This Plan defines a set of targets for the sustainability pillar, including reducing scope 1 and 2 emissions by 60% by 2030 (compared to 2019), reducing scope 3 emissions by 30% by 2030 (compared to 2021), achieving carbon neutrality of operations by 2040, having 100% of employees with ESG training by 2030 and having ESG as a performance metric for all employees.
The inclusion of sustainability and investment in the energy transition as strategic pillars demonstrates REN's commitment to building a sustainable future.
Also in 2024, the materiality analysis was revised to allow the identification of Impacts, Risks and Opportunities, enabling alignment with the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the associated disclosure requirements (ESRS), to which REN must respond from 2025. The development of the Sustainability Due Diligence process also began, based on the CSDDD, with the aim of preventing, mitigating and remedying impacts on human rights and the environment throughout the value chain.
For more information on our performance in this area, see chapter 4. Sustainability statement.
REN has maintained control over the implementation of a culture of ethics and the fight against corruption among its suppliers, see chapter 4.4.1 Ethical culture and fight against corruption for more details.

CONTENTS
I
II
Annex 1 TO THE GOVERNANCE REPORT
01
Annual Remuneration Report of the Governing Bodies of REN - Redes Energéticas Nacionais
| 1. | Introduction | 531 |
|---|---|---|
| 2. | Strategic Background | 531 |
| 3. | Performance goals for 2025 and the corresponding remuneration |
532 |
| 4. | Remuneration principles | 533 |
| 5. | Structure of executive and non-executive remuneration |
533 |
| 6. | Alignment of remuneration with medium-term strategy |
534 |
| 7. | Evaluation performance metrics | 535 |
| 8. | Remuneration | 536 |
| 9. | Comparative remuneration analysis |
539 |
| 10. | Aligning of the remunerations with the remuneration policy |
542 |
| 11. | Evolution of the executive remuneration | 543 |
| 12. | ESG | 544 |
| 13. | Definition of the remuneration policy | 546 |
| 14. | Stakeholder engagement and sustainability |
547 |
| 15. | Conclusion and future prospects |
548 |
II
1. INTRODUCTION
The Board of Directors of REN - Redes Energéticas Nacionais, SGPS, S.A. ("REN" or the "Company") approved the remuneration report for the members of the Board of Directors, the Audit Committee and the Board of the General Meeting, as well as the Statutory Auditor (that is, REN's management and supervisory bodies, for the purposes of this report defined as "Corporate Bodies") of REN, prepared under the terms and for the purposes set out in Article 26-G of the Portuguese Securities Code, with the support of the Remuneration Committee.
In the dynamic and challenging scenario of the energy sector, transparency and accountability have become fundamental elements for a company's success and sustainability. This remuneration report came about four years ago as a pioneering initiative, representing a milestone in the commitment to transparency.
The step then taken, which has been deepened over time, clearly concretizes the remuneration policy, its principles and criteria, allowing the respective application to be monitored and compared with comparable companies. In summary, all the elements for an understanding of the philosophy that underlies it. Recognizing the fundamental role that remuneration plays in shaping the organizational culture and attracting talent, REN wants the policies and practices adopted in this area to be communicated openly and objectively.
This document goes beyond the mere disclosure of numbers and figures. It seeks to be a strategic tool that reinforces the
commitment to corporate governance, unequivocally demonstrating how decisions related to remuneration are aligned with REN's vision, mission and strategic objectives.
The issue of sustainability has been gaining more acuity through its increasing relative weight in the Executive Committee's Key Performance Indicators (KPIs) on which the annual performance appraisal is based, so including it in the remuneration policy is more than good practice, it is also a commitment to the future. An additional note to mention the concern that has always existed in the preparation of the remuneration policy both with internal fairness and as well as with the creation of shareholder value.
The transparency resulting from disclosing the remuneration policy and a detailed remuneration report promotes trust and credibility and fosters a more aligned organizational culture, which is essential for achieving strategic objectives. That's why this document is another opportunity to highlight the values that guide REN on a daily basis. The good results achieved once again this year are largely due to the effort and commitment of all employees who, imbued with a clear purpose of continuing to position REN as a reference in its market.
A final word of thanks to everyone who has collaborated with the Board of Directors, in particular the Remuneration Committee, which has helped the Board to fulfil its mission.
Corporate governance establishes the normative and ethical framework for business practices, ensuring that management is conducted with integrity, responsibility and transparency. In the context of remuneration, adherence to corporate governance principles not only strengthens shareholder confidence, but also promotes a solid and sustainable organizational culture. By disclosing its remuneration policy in a clear and accessible manner, REN reinforces its commitment to all stakeholders.
Remuneration within REN is not seen in isolation, but as an extension of the corporate strategy. A well-defined strategy not only guides day-to-day operations, but also shapes the development of skills and the acquisition of talent essential to meeting organizational objectives. And by aligning REN's strategy with remuneration practices, an environment is created that is conducive to performance, innovation and competitiveness within the Company.
As this report shows, REN's remuneration is structured in such a way as to motivate behavior and decisions in line with the corporate strategy. Based on the Strategic Plan for the 2024-27 period, REN guarantees an interconnection between the principles of corporate governance and remuneration policies, laying the foundations for sustainable growth.
II
3. PERFORMANCE GOALS FOR 2025 AND THE CORRESPONDING REMUNERATION
The remuneration of the executive members of the Board of Directors is strategically aligned with the company's objectives. Decision-making in line with the corporate vision and the contribution to achieving strategic objectives are key factors that directly impact remuneration. For this strategic alignment, a good definition of objectives is recognized as a powerful management tool, if it has the capacity to translate long-term strategy into short-term objectives through both financial and non-financial indicators.
In the current phase of the company's life cycle, it is essential to continue to develop a set of indicators to adequately monitor the operationalization of the new Strategic Plan approved for the 2024/27 period.
When defining Key Performance Indicators, in addition to monitoring the explicit goals of the strategic plan and the main resources and competences, it is important to bear in mind the ability to transform data into strategic assets in order to sustain competitive advantages, namely through innovation, with the consequent creation of value to be distributed among stakeholders.
The objectives, which facilitate a positioning geared towards the sustained development of the business, must also be a vehicle for communicating the strategy to all levels of the organization.
The Executive Committee's assessment objectives for 2025 will continue to be all quantitative and are broken down into specific objectives to ensure complete alignment with the challenges set out in the strategic plan, as detailed below:
| AGGREGATED | KEY PERFORMANCE INDICATORS |
WEIGHTS | DESCRIPTION |
|---|---|---|---|
| Average cost of debt | 10% | Average cost of financing for the Group | |
| ROIC (Return on Invested Capital) |
10% | Return on invested capital | |
| FINANCIAL | Cash flow operacional | 25% | Cash flow generated by operating activities |
| Earning per share | 25% | Net profit per share | |
| OPERATIONAL | Quality of Service | 15% | Performance in network availability indicators, supply interruptions and other quality of service indicators |
| Health & safety | 3.75% | Attendance rate and rate of days lost compared to pre-established objectives |
|
| Gender Diversity | 3.75% | Percentage of women in management positions | |
| ESG | Reducing GHG Emisssions91 |
3.75% | Indicators of fleet electrification, renewable energy production for own consumption and methane reduction, in relation to previously established objectives |
| Ratings performance | 3.75% | REN's performance in the 5 main ESG indices, in relation to previously established objectives |
In conclusion, the financial objectives reflect the company's commitment to sustainable growth through the efficient allocation of resources and the search for strategic opportunities. The objectives related to operational efficiency and quality encourage the pursuit of operational excellence, which optimises internal processes and has a direct impact on profitability. ESG (Environmental, Social and Governance) objectives reflect a commitment to social and environmental responsibility and good governance.
In sum, it is clear that the individual success of executive members is rewarded in proportion to the positive impact they have on REN's financial and operational results and ESG targets.
The remuneration policy of REN follows the guidelines set out below:
4. REMUNERATION
The remuneration of the executive members of the Board of Directors is also based on the following principles:
vi) Variable remuneration indexed to the effective performance of REN, measured against specific, objective and measurable goals which are in line with the interests of REN stakeholders.
Non-executive directors (including the members of the Audit Committee) earn a fixed remuneration, monthly paid and defined in line with the best practices of large companies in the Portuguese market. The remuneration policy for these members of the Board of Directors is guided by the core objective of compensating dedication and responsibility required for the performance of their functions.
The remuneration of the members of the Board of the General Meeting corresponds to an annual fixed amount.
Below is a detailed description of the general structure of executive remuneration, including base remuneration, variable remuneration, benefits and other components.
The fixed component of the remuneration is exclusively composed of the base remuneration, as there is no other remuneration or payment of any costs or allowances (e.g., travel expenses or meal allowance), without prejudice to "Other monetary and non-monetary benefits" described below. This component is paid monthly, in cash.
The fixed remuneration of the executive directors shall be updated according to the Consumer Price Index (CPI) whenever it has not been increased in the relevant year, provided that it has not shown negative figures. However, the application of the equation below is limited, in any case, to not exceeding the average update generally applied that year to REN Group employees:
Fixed remunerationt+1 = Fixed remunerationt* CPlt
Where:
CPlt = 1 + average annual percentage change in the Consumer Price Index, estimated from January to December of the year prior (year t) to year of the General Meeting.
II
For payment purposes, the Variable Remuneration is divided into two components, each of them corresponding to 50% of the total Variable Remuneration, granted with reference to the relevant annual period, as follows:
The MLTVR is attributed in remuneration units (RU), and the number of RU is calculated by dividing the value attributed to the MLTVR by the unit value of the RU.
Each RU has an initial value corresponding to the average closing price of REN shares on the Euronext Lisbon market in the 30 days prior to the date of the General Meeting approving the accounts for the respective year. This value is subsequently adjusted over time by an amount equal to the total shareholder return (TSR) of the REN shares. The number or value of RUs attributed may be subject to occasional adjustments in accordance with corporate facts/ events which affect, namely, the number or nominal value of REN shares or equity.
The proportionality between the fixed and variable components and the limits on variable remuneration (namely, between a minimum of 0% and a maximum of 120% of the fixed annual remuneration, in a
gradual manner, without prejudice to the evolution of the value of the RU) have the main objective of discouraging excessive risk-taking and stimulating the pursuit of an adequate risk management strategy.
The non-executive directors (including the members of the Audit Committee) receive a fixed remuneration paid monthly and defined in line with the best practices found in large companies, mainly in the Portuguese market.
The Remuneration of non-executive directors will be updated in accordance with the CPI, with the same exceptions and conditions already expressed for updating the fixed remuneration of executive directors.
The remuneration of non-executive members of the Board of Directors does not include the payment of any bonuses related to REN's performance, or the payment of any allowances, subsidies or benefits.
There are no agreements between REN and the members of the management body. The Remuneration Policy stipulates that in the event of dismissal without just cause or resignation by agreement of an Executive Director, compensation will not be due, in addition to that legally due, if it results from inadequate performance by that Executive Director.
The compensation legally due in the event of dismissal without just cause corresponds to compensation for the damage suffered, but
may not exceed the amount of remuneration you would presumably receive until the end of the period for which you were elected.
Without prejudice to the above, the General Meeting of 9 May 2024 approved the possibility of entering into written non-competition and information reserve commitments with executive members of the management body, for a period of two years, and which includes compensation in return for this non-competition and information reserve obligation, after leaving office, regardless of the respective cause, but excluding fair grounds ("justa causa").
The MLTVR serves the purpose of strengthening the alignment of the interests of REN's executive directors with those of the company and shareholders, varying according to the annual performance assessment.
In addition, the MLTVR is structured to ensure the deferral of its payment in cash during a period of three years after the award date, with one third being paid each year, starting in the year following its award.
However, without prejudice to the above, the right of each Executive Director to receive payment of MLTVR is still subject to compliance with three principles:
1. REN's positive performance during the period in question, which means that the consolidated net position in years t+1, t+2 and t+3, excluding any extraordinary movements occurring after the end of year t, and reduced, for each year, by an amount corresponding to a 40% payout on the net income determined in the consolidated accounts for each deferral period (regardless of the effective payout), must be higher than that determined at the end of year t.
For these purposes, are considered extraordinary movements, in the period between year t and t+3, namely, capital increases, purchase or sale of own shares, extraordinary profit distribution, annual payout different from 40% of the consolidated profit for the respective year, or other movements that, affecting the net situation, are not derived from the operating results of the Company. The net situation for years t+1, t+2 and t+3 must be established on the basis of the accounting rules applicable to financial year t in order to ensure comparability.
II
The right to the variable remuneration and its effective payment is conditional on the executive members not having carried out any malicious illegal acts known to them, after the assessment has been carried out, and which have resulted in a judicial conviction of the executive member(s) determining the need to restate the accounts, with the recording of asset decreases. In the event of the above occurring, the variable remuneration paid during the period in which the facts occured, whether due or awarded, can be reimbursed, withheld or not awarded in order to compensate for the damage caused to the Company.
The Key Performance Indicators on which the annual performance appraisal of executive members is based, defined on a consolidated basis, are naturally indexed to metrics in the Strategic Plan and for 2024 were as follows:
| KEY PERFORMANCE INDICATORS |
WEIGHTS | DESCRIPTION |
|---|---|---|
| Average cost of debt | 10% | Comparison between the Group's average cost of financing and the budgeted amount. |
| ROIC (Return on Invested Capital) |
10% | Comparison between the percentage return generated by the actual capital invested and the budgeted amount. |
| Cash flow operacional | 25% | Comparison between the cash flow generated by the Group's operating activities and the budgeted amount. |
| Earning per share | 25% | Comparison between actual and budgeted earnings per share. |
| Quality of Service | 15% | Performance in network availability indicators, supply interruptions and other quality of service indicators of the different Business Units, in relation to previously established objectives. |
| Health & safety | 3,75% | Performance in work accident indicators in relation to pre-established objectives. |
| Gender Diversity | 3,75% | Comparison of the percentage of women in management positions with the objectives previously set. |
| Reducing GHG Emisssions92 |
3,75% | Performance in fleet electrification indicators and in the implementation of initiatives aimed at reducing GHG emissions in relation to previously established objectives. |
| Rating performance | 3,75% | Evaluates the evolution of REN's performance in the main ESG indices, as well as its performance compared to the sector and its peers. |
92 GHG – Greenhouse Gas Emissions
The degree of achievement of the established goals is measured through the annual performance assessment, which is based on a predefined matrix. Thus, if the achievement of objectives is below 80% (minimum performance level), no variable remuneration is awarded. On the other hand, if the achievement of objectives is between 80% and 120% or higher, the total variable remuneration attributable shall
be between 20% and 120% of the fixed remuneration. In the case of objectives achieved between 100% and 119%, the percentage of fixed remuneration to be awarded as global variable remuneration is totally proportional to the level of achievement (instead of being indexed to steps). The table below summarizes the philosophy behind the measure of achievement of the objectives:
| FIXED REMUNERATION TO BE AWARDED |
|
|---|---|
| AS GLOBAL VARIABLE REMUNERATION |
| ≤ 79.99% | 0% |
|---|---|
| 80%-89.99% | 20% |
| 90%-94.99% | 40% |
| 95%-99.99% | 80% |
| 100%-119.99% | In proportion to the level of compliance |
| ≥ 120% | 120% |
As already noted, the remuneration of the members of the Board of Directors includes a fixed component and, in the case of the executives, a variable component decomposed into short and medium/ long-term.
The fixed remuneration of the Company's executive directors corresponded, in 2024, to an annual gross amount of 413,615.38 euros (four hundred thirteen
thousand, six hundred fifteen euros and thirty-eight cents), in the case of the Chief Executive Director, and 327,669.42 euros (three hundred and twenty-seven thousand six hundred and sixty-nine euros and fourty-two cents), in the case of the other executive directors.
Considering the requirements and criteria applicable to the variable component of the remuneration and the value of the
fixed remuneration referred to above, the maximum potential amount (gross annual value) of the variable remuneration may reach 496,338.46euros (four hundred and ninety-six thousand three hundred and thirty-eight euros and fourty-six cents), in the case of the Chief Executive Director, and 393,203.30euros (three hundred and ninety-three thousand two hundred and three euros and thirty cents), in the case of the other executive directors, notwithstanding the evolution of the value of the remuneration units awarded, as described above. The said amount corresponds to a potential maximum value established according to maximum performance goals intended, essentially, to stimulate the management team. As mentioned, these values are dependent on the level of achievement of the objectives for a three-year mandate and on the performance evaluation to be carried out annually, as well as subject to imponderable aspects related to the sector and country conjuncture or the specificities of the business and of the Company.
The non-executive directors (including the members of the Audit Committee) received a fixed remuneration paid on a monthly basis and defined in line with the best practices observed in large companies in the Portuguese market, as described herein:
fifty-nine euros and sixty-two cents) for the Chairman of the Audit Committee;
As already noted, the remuneration of nonexecutive members of the Board of Directors does not include the payment of any bonuses related to REN's performance, or the payment of any allowances, subsidies or benefits.
II
The individual and aggregate remuneration of the members of the Board of Directors paid in 2024 is detailed in the table following table:
| NAME | POSITION | Fixed Remuneration |
Remuneration Corporate Committees |
Short-term variable Remuneration |
Medium-term Variable Remuneration for 2019,2020 and 2021, paid in 2023 |
Total |
|---|---|---|---|---|---|---|
| Rodrigo Costa | Chairman of the Board of Directors and of the Executive Committee | 413,615.38 € | 223,815.12 € | 210,821.54 € | 848,252.04 € | |
| João Faria Conceição | Executive Committee | 327,669.42 € | 177,308.12 € | 167,014.47 € | 671,992.01 € | |
| Gonçalo Morais Soares | Executive Committee | 327,669.42 € | 177,308.12 € | 167,014.47 € | 671,992.01 € | |
| Guangchao Zhu | Vice-Chairman of Board of Directors | 85,946.01 € | 85,946.01 € | |||
| Houyun Shi93 | Board of Directors | 32,899.19 € | 32,899.19 € | |||
| Mingyi Tang94 | Board of Directors | 49,745.97 € | 49,745.97 € | |||
| Yang Qu95 | Board of Directors | 82,645.16 € | 16,354.84 € | 99,000.00 € | ||
| Maria Estela Barbot | Board of Directors | 45,870.97 € | 4,500.00 € | 50,370.97 € | ||
| Jorge Magalhães Correia | Board of Directors | 45,870.97 € | 45,870.97 € | |||
| José Luís Arnaut | Board of Directors | 45,870.97 € | 6,999.96 € | 52,870.93 € | ||
| Ana Pinho | Board of Directors | 45,870.97 € | 4,500.00 € | 50,370.97 € | ||
| Manuel Sebastião96 | Board of Directors | 57,951.31 € | 6,999.96 € | 64,951.27 € | ||
| Gonçalo Gil Mata97 | Board of Directors | 52,341.70 € | 52,341.70 € | |||
| Rosa Freitas98 | Board of Directors and Audit Committee | 74,964.87 € | 4,500.00 € | 79,464.87 € | ||
| Ana Barros99 | Board of Directors and Audit Committee | 57,988.88 € | 4,500.00 € | 62,488.88 € | ||
| Dulce Mota100 | Board of Directors and Audit Committee | 64,363.88 € | 64,363.88 € | |||
| Total | 1,811,285.07 € | 48,354.76 € | 578,431.36 € | 544,850.48 € | 2,982,921.67 € |
93 Leaving on 30/11/2023 with remuneration backdated to 2023.
94 Backdated fixed remuneration of €3,875 relating to 2023.
99 Start of term of office as Audit Committee Member on 09/05/2024.
100 Start of term of office as Audit Committee Member on 09/05/2024 and retroactive fixed remuneration of €6,375.00 relating to 2023.
II
The STVR paid in 2024 relates to the 2023 financial year. The members of the Executive Committee were also attributed (but not paid) an additional remuneration parcel, as MLTVR referring to the financial year of 2023, set in RU, and to be paid over three years from 2025, in accordance with the terms and conditions set out in the previous chapter.
Taking into account that the REN share price on the date the MLVTR was set at 2.238 euros, the number of RUs attributed to each member of the Executive Committee was as follows:
The participation of members of the Board of Directors in the respective Corporate Governance Committees (excluding the Audit Committee) is also detailed:
| CORPORATE COMMITTEES | NAME | |||
|---|---|---|---|---|
| Rodrigo Costa (Chairman) | ||||
| João Faria Conceição | ||||
| Sustainability Committee | Gonçalo Morais Soares | |||
| Ana Barros | ||||
| Ana Pinho | ||||
| José Luís Arnaut (Chairman) | ||||
| Ethics and Corporate | Maria Estela Barbot | |||
| Governance Committee | Yang Qu | |||
| Nominations and Appraisals | Manuel Sebastião (Chairman) | |||
| Yang Qu | ||||
| Committee | Rosa Freitas |
The members of REN's corporate bodies did not receive any amounts paid by other companies in a controlling or group relationship with REN, as defined in paragraph g) of No 1 of article 2 of Decree-Law No 158/2009, of 13 July, in accordance with the provisions of paragraph d) of No 2 of article 26-G of the Portuguese Securities Code.
Remuneration paid in the form of profit sharing
There were no, nor are expected any, payments in the form of profit sharing and/ or payment of bonuses, beyond the variable component of remuneration described above.
In 2024, there were no amounts due or paid in the form of compensation to former executive directors for the termination of their duties during such financial year. Remuneration of the members of the Board of the General Meeting The remuneration of the members of the Board of the General Meeting corresponds to an annual fixed amount with the following values:
The remuneration of the Statutory Auditor, proposed by the Audit Committee, is defined taking into account the criteria and remuneration practices for this type of service under normal market conditions, in accordance with the service agreement signed with him following a proposal to this effect by the Company's Audit Committee. The Statutory Auditor's remuneration is not related to REN's performance.
During 2024, the executive directors were provided with the use of a vehicle to perform their duties, as well as health insurance, life insurance and personal accident insurance for the performance of their functions. The value of these benefits is estimated to be around 25 thousand euros/ director.
There are no agreements between REN and the members of the management body or officers (in the meaning of Article 3(1)(25) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014) that would award compensation in the event of resignation, unfair dismissal or termination of the employment relationship, following a change in control over the Company.
There are no variable remuneration programmes or plans that consist of the awarding of shares, options to acquire shares or other incentive scheme based on a variation of the price of shares, notwithstanding the method for calculating the medium/ long-term variable remuneration (MLTVR) for members of the management or supervisory bodies or officers, in the meaning of Article 3(1)(25) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014.
There is no retirement benefit system for the members of the management or supervisory bodies (or officers, in the meaning of Article 3(1)(25) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014). Furthermore, bearing in mind the objectives sought through the remuneration model detailed herein, members of the management body of the Company have not entered into agreements either with the Company or
with third parties, designed to mitigate the risk inherent to the variability of their remuneration.
There are no schemes for employee participation in the Company's share capital.
Remuneration market studies with companies that are comparable in size and complexity provide a solid basis for understanding the current formulation of remuneration strategy as well as their degree of competitiveness with both national and European peers.
The two independent studies carried out at the beginning of 2024 by two international reference bodies, the results of which are still valid given the stability of the salary policy, which generally remains constant over the period of their respective mandates, aimed to position REN in relation to other companies and thus confirm whether the general principles of the remuneration policy are being complied with.
The reference for these studies is the 2022 remuneration of executive and non-executive members of a group of companies comparable to REN. In one of the studies, companies from fifteen sectors of economic activity were analysed, both in Portugal and in seventeen other European countries. In addition, the Portuguese reference market comprised 121 companies and 369 executives, while the European reference market included 461 companies and 1,361 executive members.
The analysis of remuneration with groups of executives working in comparable companies, shown in the graphs below, shows that the remuneration policy followed by REN has a conservative profile in a comparative perspective, mainly with European executives – the remuneration of REN's CEO corresponds to the 60th percentile of the median value for functions in comparable companies and that of executive directors at the 78th percentile - showing to be more in line with the median value for equivalent roles in the national market.


II
III Corporate
governance
report
The results show that the Company's salary profile is generally moderate compared to the average of its peers.
In terms of the components that make up the compensation policy, the study carried out shows that the remuneration principles in force at the Company, namely the mix of fixed and variable remuneration in the short and medium term, are in line with good market practice. However, compared to the study sample, REN gives greater weight to remuneration directly dependent on the Company's annual performance, since its fixed remuneration is lower than the median for Portuguese and European companies.

200


Non-executive members
The non-executive members of the Board of Directors are not involved in operational management but play a crucial role in the strategic direction of the company, so it is also critical to compare their remuneration policy with other salary practices.
The above-mentioned salary study also analyzed the remuneration of the nonexecutive members of REN's Board of Directors, in order to provide a comparative view of REN's remuneration vis-à-vis its counterparts in the Portuguese and European markets.
II
The data examined from these samples, and expressed in the graph above, highlights the existence of compensation that does not differ markedly from the national market, although it is clearly below the median for the European market.
Last year, the work we have been mentioning was also complemented by another study, also conducted by an international company, independent of the first, which analysed the Portuguese and European markets through three new samples with other groups of companies, also comparable to REN, based on the year 2022.
The sample of the Portuguese benchmark market was made up of 16 companies that were part of the PSI (Portuguese Stock Index), while the European benchmark market was studied from two other independent samples of companies operating in Europe, comparable to REN. One of the samples included 11 companies from eight European countries, while the other was made up of companies listed on the FTSE 250 index.
Although the conclusions are in line with those of the previous study, the markets considered in these samples reinforce the sense of conservatism in the remuneration policy of REN's Governing Bodies, which is clearly expressed in the next chart.
It should be noted, however, that the difference in REN's remuneration policy compared to the average of the companies in the two European market samples is fundamentally based on the large weight of medium-term variable remuneration, as shown in the next charts.





With regard to the remuneration mix, this second salary survey showed a great alignment in the weight of the fixed, short and medium-term variable remuneration components compared to the PSI companies. With regard to the two other European samples - Electric Utilities and the FTSE 250 - the enormous weight of medium-term variable remuneration should be highlighted, which is the basis of REN's salary gap with the companies in these two samples, as mentioned above.
The analysis of the chart below reinforces the conclusions already inferred from the previous study, reinforcing the conviction about the moderation of the remuneration policy of REN's non-executive members, compared to the average values of the companies that made up these samples.
In accordance with the principles set out in paragraph 4 above, "(...) total remuneration must be competitive and equitable and in line with best practice in Portugal and Europe, (...) based on objective criteria that reward performance, (...) incorporating a reasonable variable component in relation to the fixed component, without encouraging excessive risk-taking and (...) encouraging the alignment of the interests of executive members with those of the Company".
Still in relation to the "Principles", the Variable Remuneration is determined based on objective and measurable criteria, based on nine KPIs, duly detailed in paragraph seven, and includes, in an aggregate manner, i) financial ii) operational and iii) ESG KPI.
In turn, the proportionality between the fixed and variable components and the limits on variable remuneration (that is, between a minimum of 0% and a maximum of 120% of the fixed annual remuneration, in a gradual manner, without prejudice to the evolution of the value of the RU) discourages excessive risk-taking, while encouraging the pursuit of an appropriate risk management strategy.
Finally, it should also be mentioned that the MLTVR brings the interests of the executive directors closer to the long-term interests of REN, deferring payment over three years and also making its payment conditional on the future sustainability of the Company. In addition, it also contributes towards aligning the interests of executive directors with those of shareholders, given that the value of this component, through the UR attributed, evolves over time in an amount equal to the total shareholder return (TSR) of REN shares.
The fixed remuneration of executive and nonexecutive members is regularly compared with the figures of other companies of comparable size and complexity operating in both the domestic and international markets, as discussed in the previous section.
The two salary studies carried out on a very significant number of comparable companies, from five independent samples, and carried out by two international entities specializing in this type of analysis, showed the conservatism of REN's remuneration
policy and its mechanisms to protect against excessive risk-taking.
The remuneration of non-executive directors (including the members of the Audit Committee) was composed exclusively of a fixed component, thus not depending on the performance or value of REN, thus meeting the recommendations applicable to this matter.
The structure of the executive directors' remuneration, on the other hand, included a fixed component and a variable component, although, as has already been seen, there was an appropriate proportionality between the two, confirmed by the salary studies mentioned above.
It should be noted that the performance assessment of the executive directors was carried out by the Remuneration Committee, based on the opinion of the major shareholders of the Company, as well as of the non-executive directors, and also taking into consideration the report prepared by the Appointments and Assessment Committee. The Audit Committee also validated the results that served as reference to the quantitative evaluation process.
If the performance assessment of the executive body takes into consideration the fulfilment of the KPIs defined to evaluate the performance of the Executive Board, while the individual evaluation of its individual members takes into account the performance of each one:
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iv) On the role of the desired corporate culture, sustainability and "work life balance" in the respective areas.
In short, the value of the variable remuneration proposed by the Remuneration Committee to the shareholders depends on the individual assessment of each executive member and also on the respective alignment with the results achieved. Furthermore, the individual performance assessment of an Executive Director will only be taken into account when negative, in which case the variable remuneration will not be awarded to that Executive Director.
It should also be noted that payment of the short-term variable component only occurred after approval of the accounts, and payment of the medium and longterm component only after compliance with all the conditions and requirements established in the respective policy, explained in the chapter on Remuneration Principles and Policy, and that the value of the variable remuneration indexed to REN's actual performance measured against measurable, specific and unambiguous objectives, complies with the fundamental ideas of the respective Principles.
In short, as has been shown, there was no departure from either the Principles or the Remuneration Policy, nor were any derogations applied.
The remuneration policy has been conducted in such a way that ensures a balance between the Company's Corporate Bodies and employees. Analyzing the variation in the salary mass paid to the employees compared to that assigned to the Board, over the last 5 years the latter has decreased compared to the former.
A detailed analysis shows that the change in the wage bill (of employees) is due to the increase in the number of employees over the period under study and the corresponding increase in the average wage.
| EMPLOYEES (EXCLUDING GENERAL MEETING BOARD) | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|
| Salary Mass1 | 41,786,488 | 39,498,426 | 36,338,682 | 35,049,549 | 34,546,294 |
| Salary Mass variation (compared to 2020) | 21.0% | 14.3% | 5.2% | 1.5% | - |
| Variation in the average number of employees | 10.2% | 5.8% | 1.7% | 0.9% | - |
| Variation in the average salary of employees | 9.7% | 8.1% | 3.4% | 0.6% | - |
| Average Salary increase (compared to 2020) | 20.7% | 13.2% | 5.4% | 2.0% | - |
| BOARD OF DIRECTORS | 2024 | 2023 | 2022 | 2021 | 2020 |
| Salary Mass attributed to the BoD2 | 3,016,503 | 2,740,320 | 2,726,595 | 2,677,140 | 2,654,618 |
| Salary Mass variation (compared to 2020) | 13.6% | 3.2% | 2.7% | 0.8% | - |
1 Excluding S.S. and other personnel costs.
2 Salary mass attributed excluding S.S. and other costs. In addition, the attributed salary mass does not take into account the evolution of MLTVR as a function of the TSR.
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The fact that REN is rejuvenating its personnel, replacing senior employees with more junior ones, has allowed average wage growth to be much lower than the sum of average increases over the period. It is therefore relevant to analyze not only the evolution of the respective wage bill but also the average increases agreed by the Company over the five years under review, with variations in Board of Directors costs.
A final note on the weight of the total remuneration attributed to the Board of Directors in relation to the employees' payroll, which has seen a downward trend over the last five years. The reversal in 2024 is exclusively due to the fact that, for administrative reasons, the Company paid this year around 87 thousand euros of remuneration due in 2023 to some of its directors (see notes in the table of the Board of Directors' itemised remuneration).
| EMPLOYMENT CREATION | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|
| Employees on January102 | 748 | 719 | 701 | 697 | 684 |
| Retired employees103 | 25 | 14 | 12 | 10 | 15 |
| Employees on December 31 | 775 | 748 | 719 | 701 | 697 |
| Employment creation104 | 52 | 43 | 30 | 14 | 28 |
| Cumulative employment creation | 167 | 115 | 72 | 42 | 28 |

As already mentioned, REN has been implementing a policy to rejuvenate its workforce, which has made it possible to make the average remuneration of the employees who remain more competitive, without prejudice to attracting new skills and talent.
The chart above on net job creation, which naturally excludes attracting talent by replacing departures, reflects the important role that REN has been playing in creating quality jobs and its role in keeping young people in Portugal.
Although 25 employees retired in 2024, including managers, the transition took place naturally without affecting operational excellence. This succession was ensured by valuing internal talent,
supported by a structured individual development programme that prepared employees in advance for taking on new responsibilities.
In its ongoing quest for responsible and sustainable business management, REN recognizes the importance of environmental, social and corporate governance (ESG) criteria. As a reflection of this commitment, the Company's objectives include a block dedicated exclusively to ESG aspects, representing 15% of the Company's total objectives and therefore affecting the respective remuneration strategy for executive members.
101 The remuneration awarded to the Board of Directors each year does not take into account the evolution of the MLTVR in relation to the TSR.
102 Employees who started and ceased working on this day are not included.
103 In addition to pensioners, includes pre-retirees and other comparable situations.
104 Job creation in the broad sense: number of people absorbed from the labor market (net balance of the permanent staff+ retirees).
Employee health and safety is a fundamental principle of REN's corporate culture. In addition to strictly complying with safety regulations at the sites where it operates, comprehensive safety training programs are constantly implemented and a culture of accident prevention is encouraged. Regular safety audits are carried out to identify and correct potential risks, thus ensuring a safe and secure working environment for all employees.
Recognizing the intrinsic value of diversity and promoting gender equality, REN's commitment is reflected in tangible actions and ambitious targets to increase female participation in leadership positions. Initiatives have been implemented to increase the representation of women at all levels of the organization. In addition to the Board of Directors already including a third of women, there is a commitment to generalize this objective to management positions.
As part of its environmental responsibility, REN is committed to the continued reduction of greenhouse gas emissions. Measures have been implemented to increase energy efficiency in all operations, using renewable energy production for self-consumption and investing in lowcarbon technologies. REN is committed to the transparent measurement and
disclosure of its GHG emissions, allowing stakeholders to assess real progress in their environmental impacts.
Believing in the importance of being assessed by independent, internationally recognized organizations that allow ESG performance to be monitored against global standards and areas for improvement to be identified, REN actively participates in the five main ESG ratings - S&P Global, CDP, Sustainalytics, MSCI and ISS ESG - submitting itself to a rigorous and comprehensive analysis of its practices.
Participation in ESG ratings is not only an opportunity to assess performance, but also to demonstrate commitment to transparency and accountability to stakeholders. The recommendations resulting from these assessments serve to drive continuous improvement in all ESG areas, setting ambitious targets and implementing tangible initiatives to promote outstanding performance on environmental, social and corporate governance issues.
ESG ratings strengthen trust and credibility, and help build solid relationships.
In sum, active participation in the top five ESG ratings is a tangible reflection of commitment to corporate responsibility. By incorporating ESG criteria into its remuneration strategy, REN reaffirms
its commitment to creating long-term value for shareholders, employees, communities and the environment. A holistic and balanced approach, which recognizes financial, operational and ESG aspects, is essential for sustainable success and business resilience.
A final note to mention that the ESG dimension is not new for REN, as it is increasingly present in its objectives and respective Key Performance Indicators.
There is a growing awareness that corporate social responsibility is a priority for companies committed to the communities where they operate. it is also crucial to achieve a green recovery that promotes sustainable economic growth, accelerating the transition towards decarbonized societies. For REN, it is also clear that thinking about ESG in a systematic and integrated way also increases the potential for value creation since:
3) A robust ESG proposal can improve return on investment by allocating capital to more promising and sustainable opportunities, particularly in regulated sectors.
It is also for these reasons that the Company's Objectives for 2025 include four KPIs from this ESG dimension, out of a total of nine.
The Remuneration Committee, appointed by REN's General Meeting, plays a crucial role in defining the remuneration of the management and supervisory bodies. It is also responsible for presenting and discussing the proposed remuneration policy for these members at the General Meeting, ensuring transparency and accountability.

The current Remuneration Committee is made up of members who are independent from management. To this extent, the Remuneration Committee does not include any member of another corporate body for which it defines the respective remuneration and none of the three members has any family relationship with members of other corporate bodies, reinforcing integrity in the definition of remuneration.
All members of the Remuneration Committee have the knowledge, acquired through their academic training and/ or professional experience, to reflect on, deal with and decide on all matters within the remit of the Remuneration Committee.
The members of the Remuneration Committee have academic training in management areas, with the exception of one of its members whose specific training is in human resources management, which gives them the necessary and appropriate theoretical knowledge to carry out their duties.
It should also be noted that the Remuneration Committee is made up of three members with extensive professional experience in consultancies, government, higher education and companies in various sectors of activity, both in Portugal
and abroad. In fact, all the members of the Remuneration Committee have continuously held positions as members of the management bodies of various national and international entities in a wide variety of sectors, i) management and consultancy positions in financial regulators; and ii) management positions in consultancies in the areas of management, technology and human resources, thus consolidating relevant practical knowledge of remuneration policy, performance evaluation systems and related matters, which complement each other.
The Remuneration Committee may, under the terms of its regulations, freely decide on the contracting by the Company of consultancy services necessary or convenient for the performance of its duties, within the Company's budgetary limits, ensuring that the services are provided independently and that the respective providers are not contracted to provide any other services to the Company itself or to others in a control or group relationship with it without its express authorization.
The independence and extensive professional experience of the Remuneration Committee means that decisions on remuneration are duly substantiated and understandable.
It should be noted that, within the scope of the internal committees, the Appointments and Assessment Committee, in accordance with its regulations, has the role of supporting the Board of Directors in the annual assessment of its executive members, and submitting the respective report to the Remuneration Committee by March of each year. Without prejudice to the above, this Committee has no powers to define the remuneration of the Board of Directors, although the evaluation carried out by this Committee may indirectly influence this remuneration.
The Remuneration Committee presents and justifies the rationale behind the remuneration policy to the General Meeting on an annual basis and, in accordance with the provisions of its Regulations, is always available to provide information or clarifications requested by shareholders at this Meeting and at any others if the respective agenda includes a matter related to the remuneration of members of governing bodies, company committees or if such presence has been requested by shareholders.
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The main highlights of the Remuneration Committee's role include the increasing relevance of ESG indicators in the Key Performance Indicators, and greater transparency in the disclosure of criteria and methods for calculating remuneration.
The regulations of the Remuneration Committee, approved in January 2019, are available on REN's institutional website. Below are the most important activities carried out during 2024 by the Remuneration Committee as part of the meetings held.
A final note to mention that transparency and clear communication about the remuneration strategy have contributed to building shareholder confidence.
| ACTIVITIES | 1Q 2024 |
2Q 2024 |
3Q 2024 |
4Q 2024 |
|---|---|---|---|---|
| Evaluation of the 2023 KPIs of the EC |
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| Evaluation of the members of the EC |
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| Definition of variable remuneration of the EC of 2023 |
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| Approval of the KPIs and their metrics for the evaluation of the EC in 2024 |
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| Approval of remuneration policy of 2024 |
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| Monitoring the evolution of the relevant KPIs for the evaluation of the EC |
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| Monitoring the evolution of the Company's activity |
REN's clear commitment to the sustainability of its remuneration policy is based on the following strengths:
| No discretionary variable remuneration. | |
|---|---|
| No contracts to guarantee remuneration. |
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| No objectives that promote excessive risk. |
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| No advance payments of future remuneration. |
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It has received continued and significant support from shareholders over the years, thus attesting to the effectiveness of the remuneration model.
On May 9, 2024, the Remuneration Committee's proposal on the remuneration policy of the members of the governing bodies was approved by a majority of 99.87% at the Annual General Meeting.
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The design of the remuneration policy presented by the Remuneration Committee, which received broad consensus from its shareholders and is expressed in the table below, has proved to be appropriate from the perspective of creating value for stakeholders in a sustained manner.
| DATE OF GSM |
IN FAVOUR |
AGAINST |
|---|---|---|
| 9 May 2024 | 99.87% | 0.13% |
| 27 April 2023 | 99.12% | 0.88% |
| 28 April 2022 | 99.98% | 0.02% |
| 24 April 2021 | 98.36% | 1.64% |
| 7 May 2020 | 99.61% | 0.39% |
Also noteworthy is the proactivity in managing stakeholder expectations, anticipating concerns and addressing them in a transparent manner. This includes not only disclosing salary policies, but also explaining the underlying principles and the impacts on REN's performance.
The Remuneration Committees, in general, face today a considerable number of challenges often expressed through General Meetings and even the media. The value of their respective remuneration, the clarity of the relationship between compensation and performance, among others, are issues discussed outside the narrower scope of the Remuneration Committees.
The vectors of REN's compensation policy, set out in detail throughout this report, are based on clear principles that ensure both the transparency and intelligibility of the model.
Prior clarification of the role of each member of the Board of Directors is an important element in defining the Remuneration Policy. Additionally, the awareness that compensation, although very relevant, is only one of the elements that influence the behaviour of the executive members, via variable remuneration, and that other aspects such as career and individual satisfaction of success should not be neglected.
The weight of the remuneration of the Board of Directors in relation to that of the employees reaches a low percentage.
REN's model, foreseeing a relationship between performance and compensation, seeks to guarantee that the pursuit of KPIs depends, as far as possible, on the direct action of the respective executive members.
There is a concern for alignment between executive remuneration and the creation of shareholder value, without prejudice to the understanding that this analysis should be relative, since the evolution of the share price depends on several other forces exogenous to the Company.
The Company's compensation model bears in mind that there is a specific market for executives and that their attraction/ retention presupposes alignment with this same market. The remuneration of the executive members has incorporated the risk associated to compliance with KPIs, and may fluctuate positively or negatively over the years.
The Remuneration Committee, besides being composed of independent members, has the full power to propose to the shareholders the respective remuneration policy for the governing bodies and any revisions thereof. However, as the independent members that they are, they have to ensure the monitoring of the activity, meeting regularly throughout the year with members of the Board of Directors, as well as being able to use the support of external consultants whenever they consider appropriate. The Remuneration Committee, as the body responsible for designing the compensation plan, has been able to guarantee, over time, full alignment with shareholders, which is reflected in the almost unanimous votes in the General Meeting regarding the sanctioning of this policy.
In short, REN's compensation model, as shown, respects all the good practices instituted by corporate governance bodies in the vectors of:
In preparing for the future, companies must maintain a flexible approach to defining executive remuneration strategies, adapting to changes in the business environment and the growing expectations of stakeholders. Sensitive management to emerging dynamics is therefore necessary to ensure that remuneration policies are aligned with the company's long-term objectives and therefore with its sustainability.
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02
TO THE GOVERNANCE REPORT
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Under the terms of article 20 of the Securities Code, with reference to December 31, 2024 and in accordance with the information provided by shareholders and/or managers, and as set out in section II.7 of the corporate governance report, the qualifying holdings of shareholders to whom voting rights corresponding to at least 5% of the voting rights inherent in REN's share capital are attributable are as follows:
| NOME | NO OF SHARES |
VOTING RIGHTS % |
|---|---|---|
| State Grid Corporation of China (Through State Grid Europe Limited (SGEL), which is dominated and wholly owned by State Grid International Development Limited (SGID), which is dominated and wholly owned by State Grid Corporation of China) |
166,797,815 | 25.0 |
| Pontegadea Inversiones, S.L. | 80,100,000 | 12.0 |
| Lazard Asset Management LLC (shares held on behalf of Clients, and attributable to it for having agreed with them to exercise their voting rights) |
51,346,447 | 7.7 |
| Fidelidade - Companhia de Seguros, S.A. (includes 119,889 shares held by Via Directa, 37,537 shares held by CPR, 98,732 held by Fidelidade Assistência and 63,470 held by Multicare) |
35,496,424 | 5.32 |
| Redeia Corporación, S.A. (through its subsidiary Red Eléctrica Internacional S.A.U.) |
33,359,563 | 5.0 |
The list of shares and bonds held, as well as the transactions carried out, by members of the management and supervisory bodies, as well as the persons referred to in Article 447(2) of the CSC, can be found in section II.8 of the corporate governance report.

Annexes
Our strategy, policies, and actions are aligned with the objective of harmonizing growth and sustainability. At REN, we are advancing towards the energy transition with clear guidance and a continued focus on the equilibrium between economic growth and environmental responsibility.
Energy in balance.

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Establishes the terms and conditions of the energy registration and bilateral contracting activity.
Extends the deadline for the delimitation of the National Ecological Reserve to align with the new national and regional strategic guidelines.
Extends the exceptional measures to simplify procedures for renewable energy production.
Distribution of the financing of social tariff costs for 2025, along with adjustments for 2024 and the period from 18 November to 31 December 2023.
Makes the definitive adjustment to the financing of social tariff costs for the period from 1 January to 17 November 2023.
Approves the standards for the general indicators set out in articles 98, 99 and 100 of the Quality-of-Service Regulations for the electricity and gas sectors (QSR).
Amends the regulatory framework applicable to renewable energies.
Approves the transitional rules on the deviation settlement period and the secondary regulation band.
Public consultation on the proposed development and investment plan for the national electricity distribution network for the period 2026-2030 (PDIRD-E 2024).
Public consultation on the development and investment plan for the national electricity transmission network for the period 2025- 2034 (PDIRT-E 2024).
Defines the rules on the energy performance of data centres, partially transposing Directive (EU) 2023/1791 on energy efficiency and ensuring the implementation in the internal legal order of Delegated Regulation (EU) 2024/1364.
Proceeds with the first amendment to Council of Ministers Resolution No 27/2024, of 23 February, which established the principles and timetable for awarding municipal concessions for the distribution of low-voltage electricity.
Determines the preparation of a proposal for the Electricity Transmission Network Development and Investment Plan (PDIRT-E) for the 2025-2034 period and revokes Order No 4162/2024 of 16 April.
Performance indicators for smart electricity grids.
Approves the Regulation of the Business Incentive Scheme 'Promotion of Renewable Hydrogen and Other Renewable Gases - Reinforced Measure', as part of Investment RP-C21 i06 of the Recovery and Resilience Plan.
First amendment to Directive 10/2024, of 7 February, approving tariffs and prices for electricity and other services in 2024, exceptionally fixed for the period from June to December 2024.
Approves the procedures for reporting the reference prices of commercial offers and the average invoiced prices for electricity and gas.
Amends the legal framework for managing risks and guarantees in the National Electrical System and National Gas System, approved by the Energy Services Regulatory Authority (ERSE) through Directive 7/2021 of 15 April.
Approves the distribution of the financing of social tariff costs for the period from 18 November to 31 December 2023 and for the year 2024.
Approves the procedures for operationalising the financing of social tariff costs.
Changes the term of the commercialisation deviation unit.
Rectifies Directive No 7/2024, of 16 January, which approves the methodology for developing distribution network loss profiles in the electricity sector.
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Rectifies Directive No 4/2024, of 16 January, which approves the methodology for developing loss profiles in the electricity sector's transmission network.
Approves the second amendment to the Procedures Manual of the Global Technical Management of the National Gas System, adding procedures No 23, 24, 25, 26, and 27.
Council, of 22 of December 2023 Amends Regulation (EU) 2022/2577 establishing a framework to accelerate the deployment of renewable energies.
Approves electricity tariffs and service prices for 2024.
Approves the methodology for developing distribution network loss profiles in the electricity sector.
Approves the tariffs of the Electric Mobility Network Management Entity for 2024.
Approves the methodology for developing loss profiles in the electricity sector's transmission network.
Approves the rules for calculating and attributing the adequacy factor.
Approves the methodology for estimating consumption and injection profiles in the electricity grid.
Approves the distribution of the financing of social tariff costs for the period from 1 January to 17 November 2023 and the adjustments from 2018 to 2022, with an impact on 2024.
Approves the standards for the general indicators set out in articles 98, 99 and 100 of the QSR for the electricity and gas sectors.
Approves the standards for the general indicators set out in articles 98, 99 and 100 of the QSR for the electricity and gas sectors.
On the internal markets for renewable gas, natural gas and hydrogen, amending Regulations (EU) No 1227/2011, (EU) 2017/1938, (EU) 2019/942 and (EU) 2022/869 and Decision (EU) 2017/684 and repealing Regulation (EC) No 715/2009 (recast).
On common rules for the internal markets for renewable gas, natural gas and hydrogen, amending Directive (EU) 2023/1791 and repealing Directive 2009/73/ EC (recast).
Approves the gas tariffs and prices for the 2024-2025 gas year.
Amends the legal framework for managing risks and guarantees in the National Electrical System and National Gas System, approved by the Energy Services Regulatory Authority (ERSE) through Directive 7/2021 of 15 April.
Approves the procedures for reporting the reference prices of commercial offers and the average invoiced prices for electricity and gas.
Approves the methodology for determining the reference prices of the tariff for the use of the gas transmission network.
Approves the Logistics Management Manual for the Supply of Liquefied Natural Gas Autonomous Units and revokes Directive No 17/2014, of 18 August.
Approves the second amendment to the Manual of Procedures for the Global Technical Management of the National Gas System, adding procedures No 23, 24, 25, 26 and 27.
Approves the methodology for estimating gas consumption profiles.
Approves the standards for the general indicators set out in articles 98, 99 and 100 of the QSR for the electricity and gas sectors.
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| DISCLOSURE REQUIREMENT | LOCATION | GRI CORRESPONDENCE |
|---|---|---|
| ESRS 2 – GENERAL DISCLOSURES | ||
| BP-1 General basis for preparation of sustainability declarations |
4.1 General Information - Basis for preparation: p. 112 About the report: p. 5-6 |
2-2 |
| BP-2 Disclosures in relation to specific circumstances |
About the report: p. 5-6 Where necessary, detailed explanations of specific circumstances are provided throughout this Integrated Report. When metrics include estimates based on indirect sources, such as average sector data or approximate values, the methodological basis used is described, the estimated level of accuracy is stated and, where applicable, actions planned to improve the accuracy of these estimates in the future. |
2-4 |
| GOV-1 The role of the administrative, management and supervisory bodies |
3.1 Governance structure: p. 105-109 4.1.4 Sustainability governance: p. 126 4.3.1 REN Employees- Engagement with employees: p. 227, 230 III – Corporate governance report: p. 494-497 |
2-9, 2-12, 2-13, 2-17, 405-1 |
| GOV-2 Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies |
4.1.4 Sustainability governance: p. 126 | 2-12, 2-13, 2-16, 2-24 |
| GOV-3 Integration of sustainability performance in incentive schemes |
3.1 Governance structure - Remuneration Policy: p. 108-109 III – Corporate governance report: p. 416, 533-534 |
2-19, 2-20 |
| GOV-4 Statement on due diligence | 4.1.3 Due Diligence process: p. 125 | 2-23 |
| GOV-5 Risk management and internal controls over sustainability reporting |
4.1.4 Sustainability governance - Preparation of the sustainability statement: p. 127 | 2-14 |
| SBM-1 Strategy, business model and value chain |
1.2 Electricity: p. 35-48 | 2-6, 2-7, 2-22, 3-3 |
| 1.3 Gas: p. 49-75 | ||
| 1.4 Other activities: p. 76-80 | ||
| 1.5 International: p. 80-85 | ||
| 2.1 Strategy: p. 87-90 | ||
| 4.1.2 Materiality - Value Chain Infographic: p. 124 | ||
| 4.3.1 REN Employees - Characterization of human resources: p. 201-203 | ||
| Consolidated financial statements and annexes: p. 381 | ||
| SBM-2 Interests and views of stakeholders | 4.1.2 Materiality - Stakeholder engagement: p. 117-118 | 2-12 |
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| DISCLOSURE REQUIREMENT | LOCATION | GRI CORRESPONDENCE |
|---|---|---|
| SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model |
4.1.2 Materiality - Double materiality analysis: p. 119-123 4.2.1 EU Environmental Taxonomy: p. 128-144 Annex 6. TCFD Recommendations: p. 588-592 |
3-2, 3-3, 201-2, 303-1, 306-1, 308-2, 413-2, 414-2 |
| IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities |
4.1.2 Materiality - Double materiality analysis: p. 119-123 | 2-14, 3-1 |
| IRO-2 Disclosure requirements in ESRS covered by the company's sustainability declarations |
4.1.2 Materiality - Double materiality analysis: p. 119-123 | - |
| Minimum disclosure requirement – MDR-P Policies adopted to manage material sustainability matters |
4.1.1 Sustainability approach - Sustainability Policy: p. 115-116 ESRS E1-2, ESRS E4-2, ESRS S1-1, ESRS S2-1, ESRS S31 and ESRS G1-1 |
- |
| Minimum Disclosure Requirement – MDR-A Actions and resources in relation to material sustainability matters |
ESRS E1-3, ESRS E4-3, ESRS S1-4, ESRS S2-4, ESRS S3-4 | - |
| Minimum disclosure requirements – MDR-M Metrics in relation to material sustainability matters |
ESRS E1-5, ESRS E1-6, ESRS E1-7, ESRS E1-8, ESRS E4-5, ESRS S1-6, ESRS S1-7, ESRS S1-8, ESRS S1-9, ESRS S1-10, ESRS S1-11, ESRS S1-12, ESRS S1-13, ESRS S1-14, ESRS S1-15, ESRS S1-17, ESRS G1-4, ESRS G1-6 and ESRS G1-6 |
- |
| Minimum Disclosure Requirements – MDR-T Targets Tracking effectiveness of policies and actions through targets |
2.2 Commitments: p. 91-92 ESRS E1-4, ESRS E4-4, ESRS S1-5, ESRS S2-5, ESRS S3-5 |
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| ESRS E1 – CLIMATE CHANGE | ||
| Disclosure requirement related to ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes |
3.1 Governance structure - Remuneration Policy: p. 108-109 | - |
| E1-1 Transition plan for climate change mitigation |
4.2.2 Climate change - Climate change and integration of renewable energy sources: p. 150-151 4.2.2 Climate change - Decarbonization initiatives: p. 153-162 |
- |
| Disclosure requirement related to ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business mode |
4.1.2 Materiality - Double materiality analysis: p. 119-123 4.2.2 Climate change - Impacts, Risks and Opportunities: p. 146-147 |
- |
| Disclosure requirement related to ESRS 2 IRO-1 Description of processes to identify and assess material climate-related impacts, risks and opportunities |
4.1.2 Materiality - Double materiality analysis: p. 119-123 4.2.2 Climate Change - Management of climate-related impacts, risks and opportunities: p. 147-150 Annex 6. TCFD Recommendations: p. 588-592 |
- |
| E1-2 Policies related to climate change mitigation and adaptation |
4.1.1 Sustainability approach - Sustainability Policy: p. 115-116 4.2.2 Climate change - Policies related to climate change mitigation and adaptation: p. 152 |
- |
| E1-3 Actions and resources in relation to climate change policies |
4.2.1 EU Environmental Taxonomy: p. 128-144 4.2.2 Climate change - Decarbonization initiatives: p. 153-162 Annex 6. TCFD Recommendations: p. 588-592 |
305-5 |
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III
| DISCLOSURE REQUIREMENT | LOCATION | GRI CORRESPONDENCE |
|---|---|---|
| E1-4 Targets related to climate change mitigation and adaptation |
2.2 Commitments: p. 91-92 4.2.2 Climate change - Decarbonization initiatives: p. 153-162 4.2.2 Climate change - Carbon footprint reduction: p. 163-173 |
305-1, 305-2, 305-3 |
| E1-5 Energy consumption and mix | 4.2.2 Climate change - Carbon footprint reduction: p. 163-173 4.2.2 Climate change - Operational efficiency: p. 173-177 |
302-1, 302-3 |
| E1-6 Gross Scopes 1, 2, 3 and total GHG emissions | 4.2.2 Climate change - Carbon footprint reduction: p. 163-173 | 305-4 |
| E1-7 GHG removals and GHG mitigation projects financed through carbon credits |
4.2.2 Climate change - GHG removal projects and carbon credits: p. 178 | - |
| E1-8 Internal carbon pricing | 4.2.2 Climate change - Internal carbon pricing: p. 178 | - |
| E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities |
Annex 6. TCFD Recommendation: p. 588-592 | - |
| ESRS E2 – POLLUTION | ||
| Disclosure requirement related to ESRS 2 IRO-1 Description of the processes to identify and assess material pollution-related impacts, risks and opportunities |
4.1.2 Materiality - Double materiality analysis: p. 119-123 As part of the double materiality analysis, following the methodology proposed by EFRAG, the topic Pollution was not identified as material, either from an impact or financial perspective. |
- |
| ESRS E3 – WATER AND MARINE RESOURCES | ||
| Disclosure requirement related to ESRS 2 IRO-1 Description of processes to identify and assess material water and marine-related impacts, risks and opportunities |
4.1.2 Materiality - Double materiality analysis: p. 119-123 As part of the double materiality analysis, following the methodology proposed by EFRAG, the topic of Water and marine resources was not identified as material, either from an impact or financial perspective. |
- |
| ESRS E4 – BIODIVERSITY AND ECOSYSTEMS | ||
| E4-1 Transition plan and consideration of biodiversity and ecosystems in strategy and business model |
4.2.3 Biodiversity - Biodiversity strategy: p. 181-182 | - |
| Disclosure requirement related to ESRS 2 SBM -3 Material impacts, risks and opportunities and how they interact with the strategy and business model |
4.1.2 Materiality - Double materiality analysis: p. 119-123 4.2.3 Biodiversity - Impacts, Risks and Opportunities: p. 180 |
- |
| Disclosure requirement related to ESRS 2 IRO-1 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities |
4.1.2 Materiality - Double materiality analysis: p. 119-123 4.2.3 Biodiversity - Management of risks and opportunities related to biodiversity and ecosystems: p. 183-184 |
- |
| E4-2 Policies related to biodiversity and ecosystems |
4.1.1 Sustainability approach - Sustainability Policy: p. 115-116 4.2.3 Biodiversity - Biodiversity-related policies: p. 185 |
- |
| I | |
|---|---|
| II | |
III
| E4-3 Actions and resources related to biodiversity and ecosystems |
4.2.3 Biodiversity - Biodiversity initiatives: p. 188-191 | 304-3 |
|---|---|---|
| E4-4 Targets related to biodiversity and ecosystems |
2.2 Commitments: p. 91-92 4.2.3 Biodiversity - Biodiversity strategy performance: p. 191-192 |
- |
| E4-5 Impact metrics related to biodiversity and ecosystems |
4.2.3 Biodiversity - Biodiversity strategy performance: p. 191-192 | 304-2 |
| E4-6 Anticipated financial effects from biodiversity and ecosystem-related impacts, risks and opportunities |
In accordance with the provisions of ESRS E4-6, companies are allowed to omit information related to this requirement in the first year of issuing the sustainability statement. REN undertakes to work on a methodology to ascertain and report the requirement in question. |
- |
| ESRS E5 – RESOURCE USE AND CIRCULAR ECONOMY | ||
| Disclosure requirement related to ESRS 2 IRO 1 – Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities |
4.1.2 Materiality - Double materiality analysis: p. 119-123 As part of the double materiality analysis, following the methodology proposed by EFRAG, the topic of Resource use and circular economy was not identified as material, either from an impact or financial perspective. |
- |
| ESRS S1 – OWN WORKFORCE | ||
| Disclosure requirement related to ESRS 2 SBM-2 Interests and views of stakeholders |
4.1.2 Materiality - Stakeholder engagement: p. 117-118 | - |
| Disclosure requirement related to ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model |
4.1.2 Materiality - Double materiality analysis: p. 119-123 4.3.1 REN Employees - Impacts, Risks and Opportunities: p. 199-200 |
- |
| S1-1 Policies related to own workforce | 4.1.1 Sustainability approach - Sustainability Policy: p. 115-116 4.3.1 REN Employees - Respect for human rights: p. 226 |
2-23, 2-25, 2-29, 403-1, 404-2 |
| S1-2 Processes for engaging with own workers and workers' representatives about impacts |
4.3.1 REN Employees - Engagement with employees: p. 227, 230 | - |
| S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns |
4.3.1 REN Employees- Engagement with employees: p. 227, 230 4.4.1 Ethical culture and fight against corruption - Communicating irregularities: p. 264-265 |
2-26, 403-2 |
| S1-4 Taking action on material impacts and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions |
4.3.1 REN Employees: p. 198-230 | 2-24, 203-2, 403-9, 403-10 |
| S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities |
4.3.1 REN Employees: p. 198 2.2 Commitments: p. 91-92 Targets are set as part of the definition of REN's Strategic Plan. |
- |
| S1-6 Characteristics of the undertaking's employees |
4.3.1 REN Employees - Characterization of human resources: p. 201-203 | 2-7, 401-1, 405-1 |
| S1-7 Characteristics of non-employee workers in the undertaking's own workforce |
Workers who are not employees – FTE No: 1,571 | 2-8 |
| S1-8 Collective bargaining coverage and social dialogue |
4.3.1 REN Employees - Collective labour agreements and benefits: p. 228-229 | 2-30 |
DISCLOSURE REQUIREMENT LOCATION GRI CORRESPONDENCE
| S1-9 Diversity metrics | 4.3.1 REN Employees - Diversity, equality and inclusion: p. 219-220 | - |
|---|---|---|
| S1-10 Adequate wages | 4.3.1 REN Employees - Impacts, Risks and Opportunities: p. 199-200 | 202-1 |
| S1-11 Social protection | 4.3.1 REN Employees - Collective labour agreements and benefits: p. 228-229 All employees are covered by social protection through public schemes or benefits provided by the company, against loss of income due to important life events such as sickness, unemployment from the time employees start working for the company, accidents at work and acquired disability, parental leave and retirement. |
401-2 |
| S1-12 Persons with disabilities | At REN there are 16 employees with a degree of disability equal to or greater than 60%, corresponding to 2% of employees. | 405-1 |
| S1-13 Training and skills development metrics | 4.3.1 REN employees - Performance management: p. 209-210 4.3.1 REN employees - Training and development: p. 211-215 |
404-1, 404-3 |
| S1-14 Health and safety metrics | 4.3.1 REN employees - Occupational safety: p. 221-226 | 403-8 |
| S1-15 Work-life balance metrics | All employees are entitled to leave for family assistance through social policy agreements and/ or collective bargaining. In 2024, 30 employees (23% women and 77% men) took parental leave, and 58 employees (33% women and 67% men) enjoyed other leave such as to provide assistance to children under 12 years of age and household assistance, representing 4.6% and 7.5% of employees, respectively. |
401-3 |
| S1-16 Compensation metrics (pay gap and total compensation) |
4.3.1 REN Employees - Diversity, equality and inclusion: p. 219-220 | 2-21, 405-2 |
| S1-17 Incidents, complaints and severe human rights impacts |
4.3.1 REN Employees - Respect for human rights: p. 226 No cases of human rights violations were recorded. |
2-27, 406-1 |
| ESRS S2 – WORKERS IN THE VALUE CHAIN | ||
| Disclosure requirement related to ESRS 2 SBM-2 Interests and views of stakeholders |
4.1.2 Materiality - Stakeholder engagement: p. 117-118 | - |
| Disclosure requirement related to ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model |
4.1.2 Materiality - Double materiality analysis: p. 119-123 4.3.2 Supply chain management - Impacts, Risks and Opportunities: p. 232-233 |
- |
| S2-1 Policies related to value chain workers | 4.1.1 Sustainability approach - Sustainability Policy: p. 115-116 4.3.2 Supply chain management - Supplier Code of Conduct: p. 236-237 |
2-23, 2-25, 2-29 |
| S2-2 Processes for engaging with value chain workers about impacts |
4.3.2 Supply chain management - Engagement with suppliers: p. 237 | - |
| S2-3 Processes to remediate negative impacts and channels for value chain worker to raise concerns |
4.3.2 Supply chain management - Engagement with suppliers: p. 237 4.4.1 Ethical culture and fight against corruption - Communicating irregularities: p. 264-265 |
2-26 |
| S2-4 Taking action on material impacts and approaches to manage material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions |
4.3.2 Supply chain management: p. 238-240 No cases of human rights violations were recorded in the value chain. |
2-24 |
| S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities |
4.3.2 Supply chain management: p. 231 2.2 Commitments: p. 91-92 |
- |
Targets are set as part of the definition of REN's Strategic Plan.
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| II | |
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III
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| DISCLOSURE REQUIREMENT | LOCATION | GRI CORRESPONDENCE |
|---|---|---|
| ESRS S3 – AFFECTED COMMUNITIES | ||
| Disclosure requirement related to ESRS 2 SBM-2 Interests and views of stakeholders |
4.1.2 Materiality - Stakeholder engagement: p. 117-118 4.3.3 Communities: p. 245 |
- |
| Disclosure requirement related to ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with the strategy and business model |
4.1.2 Materiality - Double materiality analysis: p. 119-123 4.3.3 Communities - Impacts, Risks and Opportunities: p. 245 |
- |
| S3-1 Policies related to affected communities | 4.1.1 Sustainability approach - Sustainability Policy: p. 115-116 4.3.3 Communities - Policies that guide the relationship with the community: p. 247 The relationship with indigenous peoples is not applicable to REN. |
2-23, 2-25, 2-29, 411-1 |
| S3-2 Processes for engaging with affected communities about impacts |
4.3.3 Communities - Engagement with the community: p. 246 | 413-1 |
| S3-3 Processes to remediate negative impacts and channels for affected communities to raise concerns |
4.3.3 Communities - Engagement with the community: p. 246 4.4.1 Ethical culture and fight against corruption - Communicating irregularities: p. 264-265 |
- |
| S3-4 Taking action on material impacts and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions |
4.3.3 Communities: p. 245-259 No cases of human rights violations were recorded. |
2-24, 203-2 |
| S3-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities |
4.3.3 Communities: p. 244 2.2 Commitments: p. 91-92 Targets are set as part of the definition of REN's Strategic Plan. |
- |
| ESRS S4 – CONSUMERS AND END-USERS | ||
| Disclosure requirement related to ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model |
4.1.2 Materiality - Double materiality analysis: p. 244 As part of the double materiality analysis, following the methodology proposed by EFRAG, the topic Consumers and end-users was not identified as material, either from an impact or financial perspective. |
- |
| ESRS G1 – BUSINESS CONDUCT | ||
| Disclosure requirement related to ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies |
3.1 Governance structure: p. 106-109 4.1.4 Sustainability governance: p. 126 III – Corporate governance report: p. 470-480, 494-497 |
- |
| Disclosure requirement related to ESRS 2 IRO-1 Description of processes to identify and assess material impacts, risks and opportunities |
4.1.2 Materiality - Double materiality analysis: p. 119-123 | - |
| G1-1 Corporate culture and business conduct policies |
4.4.1 Ethical Culture and fight against corruption - Ethical culture and business conduct policies: p. 262-263 4.4.1 Ethical culture and fight against corruption - Communicating irregularities: p. 264-265 4.4.1 Ethical culture and fight against corruption - Training and awareness: p. 267 III – Corporate governance report: p. 503-505 |
2-16, 2-23, 2-24, 2-26 |
| DISCLOSURE REQUIREMENT | LOCATION | GRI CORRESPONDENCE |
|---|---|---|
| G1-2 Management of relations with suppliers | 4.3.2 Supply chain management - Payment practices: p. 241-243 4.3.2 Supply chain management - Sustainable procurement: p. 238-240 |
308-1, 414-1 |
| G1-3 Prevention and detection of corruption and bribery |
4.4.1 Ethical culture and fight against corruption - Communicating irregularities: p. 264-265 4.4.1 Ethical culture and fight against corruption - Training and awareness: p. 267 III - Corporate governance report: p. 503-505 |
2-13, 205-1, 205-2 |
| G1-4 Confirmed incidents of corruption or bribery |
REN did not record any corruption cases in 2024 and no fines were imposed for violations of anti-corruption laws. | 2-27, 205-3 |
| G1-5 Political influence and lobbying activities | 4.4.1 Ethical and anti-corruption culture - Contributions to political parties and lobbying activities: p. 269 REN does not make any direct or indirect monetary or cash contributions to political parties. As such, the figure for 2024 is zero. III - Corporate governance report: p. 493 |
415-1 |
| G1-6 Payment practices | 4.3.2 Supply chain management - Payment practices: p. 241-243 There are currently no legal proceedings in process for late payment. |
- |
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| DISCLOSURE REQUIREMENT AND RELATED DATAPOINT |
SFDR REFERENCE | PILLAR 3 REFERENCE | BENCHMARK REGULATION REFERENCE |
EU CLIMATE LAW REFERENCE | MATERIAL/ NON MATERIAL |
PAGES |
|---|---|---|---|---|---|---|
| ESRS 2 GOV 1 Board's gender diversity paragraph 21 (d) |
Indicator number 13 of Table #1 of Annex 1 |
Commission Delegated Regulation (EU) 2020/1816, Annex II |
Material | 107 | ||
| ESRS 2 GOV 1 Percentage of board members who are independent paragraph 21 (e) |
Delegated Regulation (EU) 2020/1816, Annex II |
Material | 107 | |||
| ESRS 2 GOV 4 Statement on due diligence paragraph 30 |
Indicator number 10 Table #3 of Annex 1 |
Material | 125 | |||
| ESRS 2 SBM 1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i |
Indicators number 4 Table #1 of Annex 1 |
Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk |
Delegated Regulation (EU) 2020/1816, Annex II |
Non material | N/A | |
| ESRS 2 SBM 1 Involvement in activities related to chemical production paragraph 40 (d) ii |
Indicator number 9 Table #2 of Annex 1 |
Delegated Regulation (EU) 2020/1816, Annex II |
Non material | N/A | ||
| ESRS 2 SBM 1 Involvement in activities related to controversial weapons paragraph 40 (d) iii |
Indicator number 14 Table #1 of Annex 1 |
Delegated Regulation (EU) 2020/1818, Article 12 (1) Delegated Regulation (EU) 2020/1816, Annex II |
Non material | N/A | ||
| ESRS 2 SBM 1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv |
Delegated Regulation (EU) 2020/1818, Article 12 (1) Delegated Regulation (EU) 2020/1816, Annex II |
Non material | N/A | |||
| ESRS E1 1 Transition plan to reach climate neutrality by 2050 paragraph 14 |
Regulation (EU) 2021/1119, Article 2 (1) |
Material | 150 | |||
| ESRS E1 1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) |
Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book - Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity |
Delegated Regulation (EU) 2020/1818, Article12.1 (d) to (g), and Article 12.2 |
Material | 164 |
I
II
III
| DISCLOSURE REQUIREMENT AND RELATED DATAPOINT |
SFDR REFERENCE | PILLAR 3 REFERENCE | BENCHMARK REGULATION REFERENCE |
EU CLIMATE LAW REFERENCE | MATERIAL/ NON MATERIAL |
PAGES |
|---|---|---|---|---|---|---|
| ESRS E1 4 GHG emission reduction targets paragraph 34 |
Indicator number 4 Table #2 of Annex 1 |
Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics |
Delegated Regulation (EU) 2020/1818, Article 6 |
Material | 163 | |
| ESRS E1 5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 |
Indicator number 5 Table #1 and Indicator n. 5 Table #2 of Annex 1 |
Material | 174 | |||
| ESRS E1 5 Energy consumption and mix paragraph 37 |
Indicator number 5 Table #1 of Annex 1 |
Material | 173 | |||
| ESRS E1 5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 |
Indicator number 6 Table #1 of Annex 1 |
Material | 173 | |||
| ESRS E1 6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 |
Indicators number 1 and 2 Table #1 of Annex 1 |
Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity |
Delegated Regulation (EU) 2020/1818, Article 5 (1), 6 and 8 (1) |
Material | 167 | |
| ESRS E1 6 Gross GHG emissions intensity paragraphs 53 to 55 |
Indicators number 3 Table #1 of Annex 1 |
Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics |
Delegated Regulation (EU) 2020/1818, Article 8 (1) |
Material | 170 | |
| ESRS E1 7 GHG removals and carbon credits paragraph 56 |
Regulation (EU) 2021/1119, Article 2 (1) |
Material | 178 | |||
| ESRS E1 9 Exposure of the benchmark portfolio to climate related physical risks paragraph 66 |
Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II |
Material | 588 | |||
| ESRS E1 9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) |
588 | |||||
| ESRS E1 9 Location of significant assets at material physical risk paragraph 66 (c). |
Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book - Climate change physical risk: Exposures subject to physical risk. |
Material | 588 |
II
III
AND RELATED DATAPOINT SFDR REFERENCE PILLAR 3 REFERENCE
DISCLOSURE REQUIREMENT
ESRS E1 9 Breakdown of the carrying value of its real estate
| C | ||
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| II | |
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NON MATERIAL PAGES
Material 588
| assets by energy-efficiency classes paragraph 67 (c). |
Implementing Regulation (EU) 2022/2453 paragraph 34; Template 2: Banking book - Climate change transition risk: Loans collateralised by immovable property - Energy efficiency of the collateral |
||||
|---|---|---|---|---|---|
| ESRS E1 9 Degree of exposure of the portfolio to climate- related opportunities paragraph 69 |
Delegated Regulation (EU) 2020/1818, Annex II |
Material | 588 | ||
| ESRS E2 4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 |
Indicator number 8 Table #1 of Annex 1 Indicator number 2 Table #2 of Annex 1 Indicator number 1 Table #2 of Annex 1 Indicator number 3 Table #2 of Annex 1 |
Non material | N/A | ||
| ESRS E3 1 Water and marine resources paragraph 9 |
Indicator number 7 Table #2 of Annex 1 |
Non material | N/A | ||
| ESRS E3 1 Dedicated policy paragraph 13 |
Indicator number 8 Table 2 of Annex 1 |
Non material | N/A | ||
| ESRS E3 1 Sustainable oceans and seas paragraph 14 |
Indicator number 12 Table #2 of Annex 1 |
Non material | N/A | ||
| ESRS E3 4 Total water recycled and reused paragraph 28 (c) |
Indicator number 6.2 Table #2 of Annex 1 |
Non material | N/A | ||
| ESRS E3 4 Total water consumption in m3 per net revenue on own operations paragraph 29 |
Indicator number 6.1 Table #2 of Annex 1 |
Non material | N/A | ||
| ESRS 2 IRO 1 - E4 paragraph 16 (a) i | Indicator number 7 Table #1 of Annex 1 |
Material | 180 | ||
| ESRS 2 IRO 1 - E4 paragraph 16 (b) | Indicator number 10 Table #2 of Annex 1 |
Material | 180 | ||
| ESRS 2 IRO 1 - E4 paragraph 16 (c) | Indicator number 14 Table #2 of Annex 1 |
Material | 180 | ||
| ESRS E4 2 Sustainable land/ agriculture practices or policies paragraph 24 (b) |
Indicator number 11 Table #2 of Annex 1 |
Non material | N/A | ||
| ESRS E4 2 Sustainable oceans/ seas practices or policies paragraph 24 (c) |
Indicator number 12 Table #2 of Annex 1 |
Non material | N/A |
Article 449a Regulation (EU) No 575/2013; Commission
BENCHMARK REGULATION
REFERENCE EU CLIMATE LAW REFERENCE
| DISCLOSURE REQUIREMENT AND RELATED DATAPOINT |
SFDR REFERENCE | PILLAR 3 REFERENCE | BENCHMARK REGULATION REFERENCE |
EU CLIMATE LAW REFERENCE | MATERIAL/ NON MATERIAL |
PAGES |
|---|---|---|---|---|---|---|
| ESRS E4 2 Policies to address deforestation paragraph 24 (d) |
Indicator number 15 Table #2 of Annex 1 |
Material | 181 | |||
| ESRS E5 5 Non-recycled waste paragraph 37 (d) |
Indicator number 13 Table #2 of Annex 1 |
Non material | N/A | |||
| ESRS E5 5 Hazardous waste and radioactive waste paragraph 39 |
Indicator number 9 Table #1 of Annex 1 |
Non material | N/A | |||
| ESRS 2 SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f) |
Indicator number 13 Table #3 of Annex I |
Material | 199 | |||
| ESRS 2 SBM3 - S1 Risk of incidents of child labour paragraph 14 (g) |
Indicator number 12 Table #3 of Annex I |
Material | 199 | |||
| ESRS S1 1 Human rights policy commitments paragraph 20 |
Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex I |
Material | 226 | |||
| ESRS S1 1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 |
Delegated Regulation (EU) 2020/1816, Annex II |
Material | 125 | |||
| ESRS S1 1 processes and measures for preventing trafficking in human beings paragraph 22 |
Indicator number 11 Table #3 of Annex I |
Material | 226 | |||
| ESRS S1 1 workplace accident prevention policy or management system paragraph 23 |
Indicator number 1 Table #3 of Annex I |
Material | 221 | |||
| ESRS S1 3 grievance/complaints handling mechanisms paragraph 32 (c) |
Indicator number 5 Table #3 of Annex I |
Material | 264 | |||
| ESRS S1 14 Number of fatalities and number and rate of work- related accidents paragraph 88 (b) and (c) |
Indicator number 2 Table #3 of Annex I |
Delegated Regulation (EU) 2020/1816, Annex II |
Material | 222 | ||
| ESRS S1 14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e) |
Indicator number 3 Table #3 of Annex I |
Material | 222 | |||
| ESRS S1 16 Unadjusted gender pay gap paragraph 97 (a) |
Indicator number 12 Table #1 of Annex I |
Delegated Regulation (EU) 2020/1816, Annex II |
Material | 220 | ||
| ESRS S1 16 Excessive CEO pay ratio paragraph 97 (b) |
Indicator number 8 Table #3 of Annex I |
Material | 220 | |||
| ESRS S1 17 Incidents of discrimination paragraph 103 (a) |
Indicator number 7 Table #3 of Annex I |
Material | 579 |
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III
| DISCLOSURE REQUIREMENT AND RELATED DATAPOINT |
SFDR REFERENCE | PILLAR 3 REFERENCE | BENCHMARK REGULATION REFERENCE |
EU CLIMATE LAW REFERENCE | MATERIAL/ NON MATERIAL |
PAGES |
|---|---|---|---|---|---|---|
| ESRS S1 17 Non-respect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) |
Indicator number 10 Table #1 and Indicator n. 14 Table #3 of Annex I |
Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818 Art 12 (1) |
Material | 226 | ||
| ESRS 2 SBM3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) |
Indicators number 12 and n. 13 Table #3 of Annex I |
Material | 232 | |||
| ESRS S2 1 Human rights policy commitments paragraph 17 |
Indicator number 9 Table #3 and Indicator n. 11 Table #1 of Annex 1 |
Material | 236 | |||
| ESRS S2 1 Policies related to value chain workers paragraph 18 |
Indicator number 11 and n. 4 Table #3 of Annex 1 |
Material | 236 | |||
| ESRS S2 1Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 |
Indicator number 10 Table #1 of Annex 1 |
Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) |
Material | 579 | ||
| ESRS S2 1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 |
Delegated Regulation (EU) 2020/1816, Annex II |
Material | 125 | |||
| ESRS S2 4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 |
Indicator number 14 Table #3 of Annex 1 |
Material | 560 | |||
| ESRS S3 1 Human rights policy commitments paragraph 16 |
Indicator number 9 Table #3 of Annex 1 and Indicator number 11 Table #1 of Annex 1 |
Material | 247 | |||
| ESRS S3 1 non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines paragraph 17 |
Indicator number 10 Table #1 Annex 1 |
Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) |
Material | 560 | ||
| ESRS S3 4 Human rights issues and incidents paragraph 36 |
Indicator number 14 Table #3 of Annex 1 |
Material | 560 | |||
| ESRS S4 1 Policies related to consumers and end-users paragraph 16 |
Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex 1 |
Non material | N/A | |||
| ESRS S4 1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 |
Indicator number 10 Table #1 of Annex 1 |
Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) |
Non material | N/A |
II
III
| DISCLOSURE REQUIREMENT AND RELATED DATAPOINT |
SFDR REFERENCE | PILLAR 3 REFERENCE | BENCHMARK REGULATION REFERENCE |
EU CLIMATE LAW REFERENCE | MATERIAL/ NON MATERIAL |
PAGES |
|---|---|---|---|---|---|---|
| ESRS S4 4 Human rights issues and incidents paragraph 35 |
Indicator number 14 Table #3 of Annex 1 |
Non material | N/A | |||
| ESRS G1 1 United Nations Convention against Corruption paragraph 10 (b) |
Indicator number 15 Table #3 of Annex 1 |
Material | 262 | |||
| ESRS G1 1 Protection of whistle blowers paragraph 10 (d) |
Indicator number 6 Table #3 of Annex 1 |
Material | 264 | |||
| ESRS G1 4 Fines for violation of anti- corruption and anti-bribery laws paragraph 24 (a) |
Indicator number 17 Table #3 of Annex 1 |
Delegated Regulation (EU) 2020/1816, Annex II) |
Material | 260 | ||
| ESRS G1 4 Standards of anti- corruption and anti- bribery paragraph 24 (b) |
Indicator number 16 Table #3 of Annex 1 |
Material | 262 |
II
III
| DECLARATION OF USE | GRI 1 USED | SECTOR STANDARD APPLICABLE |
|---|---|---|
| REN reported in compliance with GRI requirements for the period from 1 January to 31 December 2024. |
GRI 1: Foundation 2021. | GRI 11: Oil and Gas Sector 2021. |
| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| GRI 2: GENERAL CONTENTS 2021 | |||||
| 2-1 Organization details | REN – Redes Energéticas Nacionais, S.G.P.S., S.A. | - | - | - | - |
| 2-2 Entities included in the organization's sustainability reporting |
About the report | - | - | - | - |
| 2-3 Reporting period, frequency and contacts |
About the report | - | - | - | - |
| 2-4 Restatements of information | About the report Restatements are indicated throughout the report, where applicable. |
- | - | - | - |
| 2-5 External assurance | About the report | - | - | - | - |
| 2-6 Activities, value chain and other business relationships |
1. Our activity 4.3.2 Supply chain management |
- | - | - | - |
| 2-7 Employees | 4.3.1 REN Employees - Characterization of human resources | b. iii. employees without guaranteed timetable, broken down by gender and region. |
Not applicable. | REN does not have employees without a guaran-teed timetable. |
- |
III
568
I
II
| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| 2-8 Workers other than employees | FTE No: 1.571 | a. i. the most common types of workers, and their contractual rela-tionship with the organization. a. ii. type of work they perform. b. Description of the methodology used for infor-mation consolida tion. C. Description of fluctuation of the number of workers other than em-ployees. |
Unavailable information/ incomplete. |
Information not available as workers other than employees are managed by the departments re-sponsible for hiring. |
- |
| 2-9 Governance structure and composition |
3.1 Governance structure - Composition of Corporate Bodies III - Corporate governance report |
- | - | - | - |
| 2-10 Nomination and selection of the highest governance body |
III - Corporate governance report | - | - | - | - |
| 2-11 Chair of the highest governance body |
3.1 Governance structure - Composition of Corporate Bodies III - Corporate governance report |
- | - | - | - |
| 2-12 Role of the highest governance body in overseeing the management of impacts |
3.1 Governance structure - Composi-tion of Corporate Bodies III - Corporate governance report |
- | - | - | - |
| 2-13 Delegation of responsibility for managing impacts |
4.1.4 Sustainability governance III - Corporate governance report |
- | - | - | - |
| 2-14 Role of the highest governance body in sustainability reporting |
4.1.4 Sustainability governance III - Corporate governance report |
- | - | - | - |
| 2-15 Conflicts of interest | 4.4.1 Ethical culture and fight against corruption - Prevention of situations of conflicts of interests |
- | - | - | - |
| 2-16 Communication of critical concerns |
The Board of Directors of REN SGPS (holding company), the Executive Committee and the other Committees and corporate bodies, within the framework of their competences, ad-dress, discuss and propose decisions on critical concerns. |
- | - | - | - |
| 2-17 Collective knowledge of the highest governance body |
4.1.4 Sustainability governance III- Corporate governance report |
- | - | - | - |
| 2-18 Evaluation of the performance of the highest governance body |
3.1 Governance structure - Remuneration Policy III- Corporate governance report |
- | - | - | - |
| 2-19 Remuneration policies | 3.1 Governance structure - Remuneration Policy III- Corporate governance report |
- | - | - | - |
II
III
II
III
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
|---|---|---|---|---|---|
| 2-20 Process to determine remuneration |
3.1 Governance structure - Remuneration Policy III- Corporate governance report |
- | - | - | - |
| 2-21 Annual total compensation ratio 4.3.1 REN Employees - Diversity, equality and inclusion | - | - | - | - | |
| 2-22 Statement on sustainable development strategy |
Message from the Chairman | - | - | - | - |
| 2-23 Policies | 4.4.1 Ethical culture and fight against corruption Website REN - Regulatory compliance programme Website REN - Supplier Code of Conduct REN website - Sustainability management |
- | - | - | - |
| 2-24 Embedding policy commitments 4.4.1 Ethical culture and fight against corruption | - | - | - | - | |
| 2-25 Processes to remediate negative impacts |
4.1.2 Materiality - Stakeholder engagement 2.3 Risk management - Main risks and opportunities 4.3.2 Supply chain management 4.2.2 Climate change 4.2.3 Biodiversity |
- | - | - | - |
| 2-26 Mechanisms for seeking advice and raising concernss |
4.4.1 Ethical culture and fight against corruption - Communicating irregularities | - | - | - | - |
| 2-27 Compliance with laws and regulations |
Website REN - Audit Committee - Activity Report In 2024, no environmental sanction process was opened. One process was completed and two processes were carried forward from previous years. There were no fines resulting from non-compliance with environmental laws and regulations. The amount paid in fines was therefore zero. |
- | - | - | - |
| 2-28 Participation in associations | 4.5.1 Innovation and development | - | - | - | - |
| 2-29 Approach to stakeholder engagement |
4.1.2 Materiality - Stakeholder engagement 4.3.1 REN employees - Engagement with employees 4.3.2 Supply chain management - Engagement with suppliers 4.3.3 Communities - Engagement with the community REN website - Stakeholders |
- | - | - | - |
| 2-30 Collective negotiation agreements |
4.3.1 REN employees - Engagement with employees | - | - | - | - |
| GRI 3: MATERIAL TOPICS 2021 | |||||
| 3-1 Process to define material topics | 4.1.2 Materiality - Double materiality analysis 4.1.1 Sustainability approach |
- | - | - | - |
| 3-2 List of material topics | 4.1.2 Materiality - Double materiality analysis 4.1.1 Sustainability approach |
- | - | - | - |
OMISSION
II
III
| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| ECONOMIC PERFORMANCE | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 5.1 Financial performance REN monitors the information on this subject and reports annually, in particular, through GRI indicators: 201-1. |
- | - | - | 11.14.1 11.21.1 |
| OPERATIONAL EXCELLENCE | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 1.2 Electricity 1.3 Gas |
- | - | - | - |
| RISK AND CRISIS MANAGEMENT | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 2.3 Risk management REN monitors the information on this subject and reports annually, in particular through GRI indicators: 2-25. |
- | - | - | - |
| OPERATIONAL SAFETY AND EMERGENCY PREPAREDNESS AND RESPONSE | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 1.2 Electricity 1.3 Gas 4.3.1 REN Employees |
- | - | - | - |
| INTEGRATION OF RENEWABLE ENERGIES | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 1.1 Context 1.2 Electricity 1.3 Gas 4.2.2 Climate change |
- | - | - | 11.1.1 11.2.1 |
| RESPECT FOR HUMAN RIGHTS | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.3 Supply chain management 4.3.1 REN Employees REN monitors the information on this subject and reports annually, in particular, through GRI indicators: 408-1, 409-1 and 410-1. |
- | - | - | 11.12.1 11.18.1 |
| OCCUPATIONAL HEALTH AND SAFETY | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.3.1 REN Employees REN monitors the information on this subject and reports annually in particular through GRI indicators: 403-1 to 403-10. |
- | - | - | 11.9.1 |
II
III
| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| HEALTH AND SAFETY OF SURROUNDING COMMUNITIES | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.3.3 Communities Website REN - Wellbeing, development and safety REN monitors the information on this subject and reports annually, in partic-lar through GRI indicators: 416-1 to 416-2. |
- | - | - | - |
| ANTI-CORRUPTION | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.4.1 Ethical culture and fight against corruption REN monitors the information on this subject and reports annually, in particular through GRI indicators: 205-1 to 205-3. |
- | - | - | 11.20.1 |
| ETHICS AND CONDUCT | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.4.1 Ethical culture and fight against corruption REN monitors the information on this subject and reports annually, in particular through GRI indicators: 2-23 to 2-27 and 205-1 to 205-3. |
- | - | - | - |
| CLIMATE CHANGE | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.2.2 Climate change REN monitors the information on this subject and reports annually, in partic-lar through GRI indicators: 305-1 to 305-7. |
- | - | - | 11.1.1 11.2.1 11.3.1 |
| ENERGY EFFICIENCY | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.2.2 Climate change REN monitors the information on this subject and reports annually, in particular through GRI indicators: 302-1 to 302-5. |
- | - | - | 11.1.1 11.2.1 |
| MANAGEMENT OF HUMAN CAPITAL AND TRAINING | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.3.1 REN Employees REN monitors the information on this subject and reports annually, in particular through GRI indicators: 2-7; 2-21; 2-30; 202-1; 401-1 to 401-3; 404-1 to 404-3; 406-1; 407-1; 408-1 and 409-1. |
- | - | - | 11.10.1 11.13.1 |
| BIODIVERSITY AND FORESTRY | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.2.3 Biodiversity REN monitors the information on this subject and reports annually, in particular through GRI indicators: 304-1 to 304-4. |
- | - | - | 11.4.1 11.16.1 |
II
III
| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| DIVERSITY, EQUALITY, AND INCLUSION | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.3.1 REN Employees REN monitors the information on this subject and reports annually, in particular through GRI indicators: 405-1 to 405-2. |
- | - | - | 11.11.1 |
| ENGAGEMENT AND SUPPORT FOR THE COMMUNITY | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.3.3 Communities REN monitors the information on this subject and reports annually, in particular through GRI indicators: 203-1 to 203-2 and 413-1 to 413-2. |
- | - | - | 11.15.1 |
| SUSTAINABLE SUPPLIER CHAIN | |||||
| 3-3 Management of material topics | 4.1.2 Materiality - Double materiality analysis 4.3 Supply chain management REN monitors the information on this subject and reports annually, in particular through GRI indicators: 204-1; 308-1 to 308-2; 414-1 to 414-2. |
- | - | - | 11.14.1 |
| THEMATIC STANDARDS | |||||
| GRI 201-1: ECONOMIC PERFORMANCE 2016 | |||||
| 201-1 Direct economic value generated and distributed |
Economic value generated: 745.8 M€ • Turnover: 628.5 M€ • Other: 117.3 M€ Economic value distributed: 440.5 M€ • Employees: 67.6 M€ • Suppliers 135.5 M€ • Shareholders: 104.1 M€ • Financial sector: 93.8 M€ • Community: 0.6 M€ • Government: 38.9 M€ Economic value retained: 305.3 M€ |
- | - | - | 11.14.2 |
| 201-2 Financial implications and other risks and opportunities due to climate change |
2.3 Risk management 4.2.2 Climate change Annex 6: Recommendations Task force on Climate-related Financial Disclosures (TCFD) |
- | - | - | 11.2.2 |
| 201-3 Defined benefit plan obligations and other retirement plans |
Pensions plan: 3,062,800 Euros Health care plan: 551,236 Euros |
- | - | - | - |
| 201-4 Financial assistance received from government |
1,557,998 Euros | - | - | - | - |
| II | |
|---|---|
III
I
| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| GRI 202: MARKET PRESENCE 2016 | |||||
| 202-1 Ratios of standard entry level wage by gender compared to local minimum wage |
4.3.1 REN Employees - Diversity, equality and inclusion The lowest wages paid by REN are in line with and/ or higher than the average cost of living in Portugal, according to the Eurostat data marker "Fairly easily ability to make ends meet". The lowest salary in REN was €1,113 for both male and female employees, corresponding to a ratio of 1.36 in relation to the national minimum wage (€820). |
- | - | - | - |
| GRI 203: INDIRECT ECONOMIC IMPACTS 2016 | |||||
| 203-1 Infrastructure investments and services supported |
4.3.3 Communities | - | - | - | 11.14.4 |
| 203-2 Significant indirect economic impacts |
4.3.3 Communities | - | - | - | 11.14.5 |
| GRI 204: PROCUREMENT PRACTICES 2016 | |||||
| 204-1 Proportion of spendin on local suppliers |
4.3.2 Supply chain management - Description of purchases Local suppliers are understood to be national suppliers. |
- | - | - | 11.14.6 |
| GRI 205: FIGHTING CORRUPTION 2016 | |||||
| 205-1 Operations assessed for risks related to corruption |
2.3 Risk management | - | - | - | 11.20.2 |
| 205-2 Communication and training about anti-corruption policies and procedures |
4.4.1 Ethical culture and fight against corruption - Training and awareness All employees have access to training in policies and procedures to combat corruption, through a range of training courses, more specifically, courses on "Ethics, Code of Conduct and preven-tion of corruption risks", "REN sustainability" and "REN cybersecurity". |
- | - | - | 11.20.3 |
| 205-3 Confirmed incidents of corruption and actions taken |
4.4.1 Ethical culture and fight against corruption REN did not record any cases of cor-ruption in 2024. |
- | - | - | 11.20.4 |
| ADDITIONAL SECTOR INDICATORS | |||||
| Describe the approach to ensuring transparency of contracts |
- | Approach to ensuring transparency of contracts. |
Confidentiality restrictions. |
Confidentiality restrictions. |
11.20.5 |
| Effective beneficiaries | - | Effective beneficiaries. |
Confidentiality restrictions. |
Confidentiality restrictions. |
11.20.6 |
II
III
| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| GRI 302: ENERGY 2016 | |||||
| 302-1 Energy consumption within the organization |
4.2.2 Climate change - Operational efficiency | - | - | - | 11.1.2 |
| 302-2 Energy consumption outside the organization |
- | a. Energy consumption outside the organization, in joules or its multiples. b. Standards, methodologies, assumptions and/ or calculation tools adopted. C. Source of the conversion factors used. |
Unavailable information. |
Energy consumption outside the organization which could be measured is for the air transport of workers when on duty. REN does not have tools to calculate this consumption. However, CO2 emissions relating to this travel are reported in the chapter on emissions (4.6 Natural capital). |
11.1.3 |
| 302-3 Energy intensity | 4.2.2 Climate change - Operational efficiency | - | - | - | 11.1.4 |
| 302-4 Reduction of energy consumption |
4.2.2 Climate change - Operational efficiency | - | - | - | - |
| 302-5 Reductions in energy requirements of products and servicess |
Indicator considered not applicable, given the nature of REN's activity of energy transmission. The measures implemented by REN to reduce energy consumption are re-ferred to in GRI 302-4. |
- | - | - | - |
| GRI 303: WATER AND EFFLUENTS 2018 | |||||
| 303-3 Water withdrawal | 4.2.4 Resources - Water | b. Total water withdrawal in all areas with water stress. |
Unavailable information. |
Given the nature of REN's business and the non-materiality of the subject, no analy-sis on water stress has been carried out as yet. |
- |
| 303-5 Water consumption | 4.2.4 Resources - Water | b. Total water consumption in all areas with water stress. |
Unavailable information. |
Given the nature of REN's business and the non-materiality of the subject, no analy-sis on water stress has been carried out as yet. |
| I | |
|---|---|
| II |
III
SECTOR
REN's equipment replacement plan.
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | REQUIREMENT REF. NO |
|---|---|---|---|---|---|
| GRI 304: BIODIVERSITY 2016 | |||||
| 304-1 Operating units owned, leased or managed within or adjacent to environmental protection areas and areas of high biodiversity value located outside environmental protection areas |
4.2.3 Biodiversity | - | - | - | 11.4.2 |
| 304-2 Significant impacts of activities, products and services on biodiversity |
4.2.3 Biodiversity | - | - | - | 11.4.3 |
| 304-3 Habitats protected or restored |
4.2.3 Biodiversity | - | - | - | 11.4.4 |
| 304-4 IUCN Red List species and national conservation list species with habitats in areas affected by operations |
4.2.3 Biodiversity | - | - | - | 11.4.5 |
| GRI 305: Emissions 2016 | |||||
| 305-1 Direct (Scope 1) GHG emissions 4.2.2 Climate change - Carbon footprint reduction | - | - | - | 11.1.5 | |
| 305-2 Indirect (Scope 2) GHG emissions generated as a result of the acquisition of energy |
4.2.2 Climate change - Carbon footprint reduction | - | - | - | 11.1.6 |
| 305-3 Other indirect GHG emissions (Scope 3) |
4.2.2 Climate change - Carbon footprint reduction | - | - | - | 11.1.7 |
| 305-4 GHG emissions intensity | 4.2.2 Climate change - Carbon footprint reduction | - | - | - | 11.1.8 |
| 305-5 GHG Emissions reduction | 4.2.2 Climate change - Carbon footprint reduction | - | - | - | 11.2.3 |
| 305-6 Emissions of ozone layer depleting substances (ODS) |
- | a. Production, import and export of ODS in metric tons of CFC-11 (trichloromoro-methane) equiva-lent. |
Not applicable. | REN does not produce any products or services that use any ozone layer depleting substances. Over time, all climate control equipment containing ozone layer depleting gases has been replaced in accordance with |
- |
OMISSION
II
III
| LOCATION | OMISSION | ||||
|---|---|---|---|---|---|
| GRI CONTENT | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
|
| GRI 306: WASTE 2020 | |||||
| 306-3 Waste generated | 4.2.3 Resources - Waste | - | - | - | - |
| GRI 308: ENVIRONMENTAL ASSESSMENT OF SUPPLIERS 2016 | |||||
| 308-1 New suppliers selected based on environmental criteria |
4.3.2 Supply chain management Legal compliance is validated during the supervision of subcontractors and during audits. REN complies with Portuguese law, more specifically by ensuring human rights as reflected in the company's Code of Conduct. |
- | - | - | - |
| 308-2 Negative environmental impacts in the supply chain and actions taken |
4.3.2 Supply chain management - Sustainable procurement In 2024, REN was not aware of any real or potential significant environmen-tal impacts in its supply chain. |
- | - | - | - |
| GRI 401: EMPLOYMENT 2016 | |||||
| 401-1 Hiring of new staff and employee turnover |
4.3.1 REN Employees - Characterization of human resources Additional information table 1: GRI 401-1 New employee hires and employee turnover. |
- | - | - | 11.10.2 |
| 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees |
4.3.1 REN Employees - Well-being, Equality and Inclusion - NÓS Programme 4.3.1 REN Employees - Social dialogue and benefits |
- | - | - | 11.10.3 |
| 401-3 Maternity/ Paternity leave | In 2024, 30 employees, seven women and 23 men were entitled to and granted parental leave. Those who have already finished their leave have returned to work. The return rate was 100%. Employees taking parental leave in 2023 included two who left employment on their own initiative. For the purpose of internal indicators, this is still considered a return rate of 100%. However, the rate of return with respect to the GRI is 88%, where voluntary depar-tures are discounted. It should be noted that REN complies with Portuguese legislation regarding the leave period. The initial leave period is 120 or 150 consecutive days. |
- | - | - | 11.10.4 11.11.3 |
| GRI 402: LABOUR RELATIONS 2016 | |||||
| 402-1 Minimum notice periods regarding operational changes |
The notice periods follow those of the General Labour Law. | - | - | - | 11.10.5 |
| GRI 403: HEALTH AND SAFETY AT WORK 2018 | |||||
| 403-1 Occupational health and safety management system |
4.3.1 REN employees - Occupational safety REN has implemented and certified an Occupational Health and Safety Management System in accordance with ISO 45001:2018, which covers 100% of the employees of REN SGPS, REN Eléctrica, REN Serviços, REN Gasodutos, REN Atlântico, REN Armazenagem, REN Telecom, RD Nester, Enondas and REN PRO. Information on this system can be found in the Integrated System Manual (ISM). |
- | - | - | 11.9.2 |
II
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| and and the provinsion of the finalismes of the finalismes of the finish of the finish of the finish of the first and the finish of the finish and the finish and the finish a |
| 578 |
|---|
| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| 403-2 Hazard identification, risk assessment, and incident investigation |
4.3.1 REN employees - Occupational safety | - | - | - | 11.9.3 |
| 403-3 Occupational health services | 4.3.1 REN Employees - Well-being, Equality and Inclusion - NÓS Programme 4.3.1 REN employees - Occupational safety |
- | - | - | 11.9.4 |
| 403-4 Worker participation, consultation, and communication on occupational health and safety |
4.3.1 REN employees - Occupational safety 4.3.1 REN employees - Engagement with employees |
- | - | - | 11.9.5 |
| 403-5 Worker training on occupational health and safety |
4.3.1 REN Employees - Wellbeing, Equality and Inclusion - NÓS Programme Consultations with different protocols are held for employees performing specific functions or who start work under a hybrid scheme. An awareness campaign has been launched on the importance of sleep for health. Checkups are also available. Additionally, there was an information and aware-ness campaign on mental health which emphasised Leadership and Mental Health. The psychology consultation programme, available to all employees, has been maintained, which includes a specific protocol to support employees after serious work accidents. REN consolidated its participation in the Mental Health Pact, promoted by the Lisbon Catholic Social Responsibility Centre. This pact holds activities which focus on mental health assessment and diagnosis. Finally, as part of the admission process, all employees per-form mandatory e-learning training on health and telework. 5,049.60 hours of training were provided in occupational safety and health. |
- | - | - | 11.9.6 |
| 403-6 Promotion of worker health | 4.3.1 REN Employees - Wellbeing, Equality and Inclusion - NÓS Programme The internal Occupational Medicine Department is organized such that it fully takes into account the different geographical locations and number of REN employees. Legally required occupational medical consultations bring together all services provided to employees. Consultations and auxiliary nursing examinations and analysis are all available and, following diagnosis or at the initiative of the employee, they are referred to doctors, nutritionists, psychologists or social workers, as necessary. Specific health screening for women and men are available for employees over 45 years of age. Other initiatives such as workplace gymnastics are aimed at employees with specific functions that have been seen to be at risk. Yoga and functional training and other sports activities are available at REN clubs (padel, cycling, running, etc.) and are free for all employees. Participation in wellness games is also freely available. The initiatives are publicized on the intranet and promoted through internal communication campaigns. Curative medicine consultations are provided to permanent service providers at their workplace. All employees have an individual health plan and for their respective household. Only REN staff members are covered by REN health activities. The strategy and liaison of all health and wellness activities were recognized externally for the second time. The company won 1st place at the Wellbeing Awards - Best Physical Wellbeing Strategy. At the Healthy Workplace awards, REN was awarded the Level 1 seal. REN was also recognized by the "Practices in Social Responsibility and Sustainability", by the Portuguese Association of Business Ethics (APEE), for our NÓS Programme, which seeks to promote wellbeing, quality of life and general satisfaction. |
- | - | - | 11.9.7 |
| I | |
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| əsindən filmləri Azərbaycan Respublikasının fəsiləsinin fəsiləsinin cinsinə aid bitki növü. İstinadlar Respublikasının fəsiləsinin cinsinə aid bitki növü. İstinadl |
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
|---|---|---|---|---|---|
| 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships |
4.3.1 REN employees - Occupational safety | - | - | - | 11.9.8 |
| 403-8 Workers covered by an occupational health and safety management system |
4.3.1 REN employees - Occupational safety REN has implemented and certified an Occupational Health and Safety Management System in accordance with ISO 45001:2018, which covers 100% of the employees of: REN SGPS, REN Elétrica, REN Serviços, REN Gasodutos, REN Atlântico, REN Armazenagem, REN Telecom, RD Nester, Enondas and REN PRO. 100% of workers other than employees who work for the abovementioned companies. |
- | - | - | 11.9.9 |
| 403-9 Work accidents | 4.3.1 REN employees - Occupational safety Additional information table 2: GRI 403-9 Work accidents. |
- | - | - | 11.9.10 |
| 403-10 Work-related ill health | There were no cases of f workrelated ill health. | - | - | - | 11.9.11 |
| GRI 404: TRAINING AND EDUCATION 2016 | |||||
| 404-1 Average number of hours training per year, per employee |
4.3.1 REN employees - Training and development | - | - | - | 11.10.6 11.11.4 |
| 404-2 Programmes for upgrading employee skills and transition assistance programmes |
4.3.1 REN employees - Training and development No of Internal Training Courses: 101 No of sabbaticals with guaranteed professional reintegration: 0 No of support programmes for transition to retirement or dismissal: 9 |
- | - | - | 11.10.7 |
| 404-3 Percentage of employees regularly receiving performance assessment and career development |
4.3.1 REN employees - Performance management 4.3.1 REN employees - Training and development In 2024, 100% of eligible employees received regular performance assessment and career development. |
- | - | - | - |
| GRI 405: DIVERSITY AND EQUAL OPPORTUNITIES 2016 | |||||
| 405-1 Diversity in governance bodies and employees |
4.3.1 REN Employees - Wellbeing, Equality and Inclusion - NÓS Programme Additional information table 3: GRI 405-1 Employee diversity. At REN there are 16 employees with a degree of disability equal to or greater than 60%, corresponding to 2% of employees. |
- | - | - | 11.11.5 |
| 405-2 Ratio between the base salary and remuneration received by women and those received by men |
4.3.1 REN Employees - Wellbeing, Equality and Inclusion - NÓS Programme | - | - | - | 11.11.6 |
| GRI 406: NON-DISCRIMINATION 2016 | |||||
| 406-1 Incidents of discrimination and corrective actions taken |
REN complies with Portuguese legislation ensuring human rights and is a signatory to the principles of the UN Global Compact. No cases of discrimination were recorded in 2024. However, complaints about cases of discrimination are addressed immediately and treatment and corrective actions are ensured in accordance with the procedures in force. |
- | - | - | 11.11.7 |
OMISSION
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| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| GRI 407: TRADE UNION FREEDOM AND COLLECTIVE BARGAINING 2016 | |||||
| 407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk |
REN guarantees freedom of association and collective bargaining in accordance with the ethical principles and rules of behaviour set out in the Code of Conduct. In 2024, no situations were identified where the right to freedom of association and collective negotiation was at risk. The mechanisms relating to the right to strike are guaranteed by national legislation. |
- | - | - | 11.13.2 |
| GRI 408: CHILD LABOUR 2016 | |||||
| 408-1 Operations and suppliers considered to have significant risk for incidents of child labour |
In compliance with Portuguese legislation and our Code of Conduct, REN prohibits child labour. Compliance with laws and the Code of Conduct is validated during oversight and audits. The company is also a signatory to the principles of the United Nations Global Compact initiative. |
- | - | - | - |
| GRI 409: FORCED OR COMPULSORY LABOUR 2016 | |||||
| 409-1 Operations and suppliers considered to have significant risk for incidents of forced or compulsory labour |
In compliance with Portuguese legislation and our Code of Conduct, REN prohibits child labour. Compliance with laws and the Code of Conduct is validated during oversight and audits. |
- | - | - | 11.12.2 |
| GRI 410: SAFETY PRACTICES 2016 | |||||
| 410-1 Security personnel trained in human rights policies or procedures |
Training in human rights is ensured for all employees (100%) including security personnel. |
- | - | - | - |
| GRI 413: LOCAL COMMUNITIES 2016 | |||||
| 413-1 Operations with local community engagement, impact assessments, and development programmes |
4.3.3 Communities | - | - | - | 11.15.2 |
| 413-2 Operations with significant actual or potential negative impacts on local communities |
4.3.3 Communities | - | - | - | 11.15.3 |
| ADDITIONAL SECTOR INDICATORS | |||||
| Number and type of complaints from local communities identified |
- | Number and type of complaints. |
Unavailable information/ incomplete. |
Unavailable information/ incomplete. |
11.15.4 |
| C | ||
|---|---|---|
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| OMISSION | |||||
|---|---|---|---|---|---|
| GRI CONTENT | LOCATION | REQUIREMENTS OMITTED |
REASON | EXPLANATION | SECTOR REQUIREMENT REF. NO |
| GRI 414: SOCIAL ASSESSMENT OF SUPPLIERS 2016 | |||||
| 414-1 New suppliers that were screened using social criteria |
4.3.2 Supply chain management | - | - | - | 11.10.8 11.12.3 |
| 414-2 Negative social impacts in the supply chain and actions taken |
4.3.2 Supply chain management - Sustainable procurement In 2024, REN was not aware of any real or potential significant impacts in human rights in the supply chain. |
- | - | - | 11.10.9 |
| GRI 416: CONSUMER HEALTH AND SAFETY 2016 | |||||
| 416-1 Assessment of the health and safety impacts of product and service categories |
REN assesses health and safety impacts in 100% of our significant categories of services. |
- | - | - | - |
| 416-2 Incidents of non-compliance concerning the health and safety impacts of products and services |
In 2024, in the followup audit (ISO 9001:2015, ISO 4001:2015 and SO 45001:2018) of the certification of the Integrated Quality, Environment and Occupational Safety and Health Management System, conducted by APCER, two nonconformities related to health and safety were identified: i) One related to the operational control of equipment (ISO 45001:2018 - Requirement 8.1.1 - Operational planning and control. General); ii) and the second with Subcontracting (ISO 45001:2018 - 8.1.4.3 Outsourcing). Both nonconformities have been addressed and resolved in the meantime. |
- | - | - | - |
| GRI 11: OIL AND GAS SECTOR 2021 | |
|---|---|
| 11.5 Waste | |
| 11.6 Water and effluents | |
| 11.7 Closure and restoration | Explanation: Further to a stakeholder consultation and double materiality analysis carried out in 2023, |
| 11.8 Asset integrity and critical incident management | the topic was not identified as material for REN. This was also the case in the review carried out in 2024 |
| 11.17 Rights of indigenous people | see section 4.1.2 Materiality - Double materiality analysis. |
| 11.19 Anti-competitive behaviour | |
| 11.22 Public policies |
| TABLE 1 GRI 401-1 NEW EMPLOYEE HIRES AND EMPLOYEE TURNOVER |
2024 | 2023 | 2022 |
|---|---|---|---|
| New hires (by gender) | |||
| Total | 73 | 58 | 58 |
| Men | 60 | 36 | 36 |
| Women | 13 | 22 | 22 |
| New hires (by age group) | |||
| <30 years old | 38 | 38 | 29 |
| 30 to 50 years old | 27 | 27 | 27 |
| >50 years old | 0 | 0 | 2 |
| Employees leaving (by gender) | |||
| Total | 46 | 36 | 40 |
| Men | 39 | 22 | 27 |
| Women | 7 | 14 | 13 |
Continued
I
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| TABLE 1 GRI 401-1 NEW EMPLOYEE HIRES AND EMPLOYEE TURNOVER |
2024 | 2023 | 2022 |
|---|---|---|---|
| Employees leaving (by age group) | |||
| <30 years old | 5 | 7 | 12 |
| 30 to 50 years old | 11 | 16 | 15 |
| >50 years old | 30 | 13 | 13 |
| Leaving rate (by gender, as %)1 | |||
| Total | 5.9 | 4.8 | 5.6 |
| Men | 6.7 | 3.9 | 5.0 |
| Women | 3.6 | 7.5 | 7.1 |
| Leaving rate (by age group, as %) | |||
| <30 years old | 5.4 | 9.1 | 21.1 |
| 30 to 50 years old | 2.6 | 4.0 | 3.6 |
| >50 years old | 11.7 | 4.9 | 5.3 |
| EMPLOYEES | |
|---|---|
| Deaths resulting from accidents | 0 |
| Work accidents with serious consequence | 1 |
| Mandatory notification of work accidents | 1 |
| No of hours worked | 1,329,716 |
| Main types of work accidents | Use of vehicles and walking |
| EMPLOYEE RATIOS | |
| Deaths resulting from work accidents | 0 |
| Work accidents with serious consequence | 0 |
1 Change in calculation methodology compared to 2023. Calculation based on the number of employees at the end of the reporting period.
I
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III
| CONTRACTOR AND SERVICE PROVIDER EMPLOYEES | |
|---|---|
| Deaths resulting from accidents | 1 |
| Work accidents with serious consequence | 4 |
| Mandatory notification of work accidents | 3 |
| No of hours worked | 3,271,259 |
| Main types of work accidents | Sprains, dislocations and strains; wounds and superficial injuries and fractures |
| RATIOS OF CONTRACTOR AND SERVICE PROVIDER EMPLOYEES | |
| Deaths resulting from work accidents | 4.54 |
| Serious working accidents (excluding deaths) | 13.63 |
| Mandatory notification of work accidents | 13.63 |
| WORK-RELATED HAZARDS THAT POSE A RISK OF SERIOUS WORK ACCIDENT | |
| Identification of hazards | The hazards were addressed in the Hazard Identification, Risk Assessment and Control Matrix (HIRACM), which forms part of the Health and Safety Plan (HSP) for works. |
| Hazards that have contributed to possible serious work accidents | • Work involving electric current • Use of vehicles • Manual handling of loads • Walking • Use of work equipment • Working with machines (self-propelled) |
| Actions taken or underway to eliminate these hazards and minimize risks using a hierarchy of controls: |
All contractors have a Safety and Health Plan (SHP) or a Safety Procedures Sheet (SPS), as applicable. There are other jobs that have a Safety Procedures Guide (SPG). In all cases, there is a Site Safety Coordinator or a Safety Technician, or a team consisting of both, as applicable. All workers involved are subject to awareness-raising/ training before starting operations. Review of HIRACMs. |
| TABLE 3 GRI 405-1 DIVERSITY OF EMPLOYEES |
2024 | ||
|---|---|---|---|
| Diversity of nationality (by gender) | MEN | WOMEN | TOTAL |
| Total | 194 | 194 | 775 |
| Portuguese | 187 | 187 | 747 |
| Foreign | 7 | 7 | 28 |
I
II
III
| CONTENTS | LOCATION | |
|---|---|---|
| Organizational overview | Message from the Chairman | |
| and external environment | Our year | |
| Value creation | ||
| 1. Our activity | ||
| Governance | 2.1 Strategy | |
| 2.2 Commitments | ||
| 3.1 Governance structure | ||
| Business model | 1. Our activity | |
| Risks and opportunities | 2.3 Risk management | |
| Strategy and resource allocation | 2.1 Strategy | |
| 2.2 Commitments | ||
| Performance | Value creation | |
| 2.2 Commitments | ||
| 4. Sustainability statement | ||
| Annex 3. GRI Standards alignment table | ||
| Outlook | 1.1 Context | |
| 2.1 Strategy | ||
| 2.2 Commitments | ||
| 2.3 Risk management | ||
| Basis of preparation | About the report | |
| 4.1.2 Materiality |
I
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III
| TOPIC | INDICATOR | METRIC | CATEGORY | UNIT | LOCATION |
|---|---|---|---|---|---|
| Greenhouse gas emissions and energy resource planning |
EM-MD-110a.1 | Gross global scope1 emissions, percentage of methane, percentage covered by emission limitation regulations. |
Quantitative | Tons (t) CO22q, Percentage (%) |
4.2.2 Climate change - Carbon footprint reduction |
| IF-EU-110a.1 | 1) Gross global scope 1 emissions; percentage covered under 2) emissions-limiting regulations; and 3) emissions-reporting regulations. |
Quantitative | Tons (t) CO22q, Percentage (%) |
4.2.2 Climate change - Carbon footprint reduction |
|
| EM-MD-110a.2 e IF-EU-110a.3 |
Discussion of long-term and short-term strategy or plan to manage scope 1 emissions, emissions reduction targets, and an analysis of performance against those targets. |
Discussion and analysis |
N/A | 2.1 Strategy 2.2 Commitments 4.2.2 Climate change - Decarbonization initiatives 4.2.2 Climate change - Carbon footprint reduction |
|
| Ecological impact | EM-MD-160a.1 | Description of environmental management policie and practices for active operations. |
Discussion and analysis |
N/A | 4.2.3 Biodiversity - Biodiversity related policies |
| EM-MD-160a.2 | Percentage of land owned, leased and/ or operated within areas of protected conservation status or endangered species habitat. |
Quantitative | Percentage (%) per hectare |
4.2.3 Biodiversity - Biodiversity strategy |
|
| EM-MD-160a.3 | Terrestrial acreage disturbed, percentage of impacted area restored. |
Quantitative | Hectares (ha), Percentage (%) |
4.2.3 Biodiversity - Biodiversity initiatives |
|
| Water management | IF-EU-140a.1 | 1) Total water withdrawn; 2) Total water consumed, percentage of each, in regions with high or extremely high baseline water stress. |
Quantitative | Cubic meters (m3), Percentage (%) |
4.2.4 Resources - Water2 |
| Competitive behaviour | EM-MD-520a.1 | Total amount of monetary losses as a result of legal proceedings associated with national gas pipelines and storage regulations. |
Quantitative | Euros (€) | Not reported. |
| Workforce health & safety | IF-EU-320a.1 | 1) Total recordable incident rate (TRIR); 2) fatality rate; and 3) near miss frequency rate (NMFR). |
Quantitative | Ratio | 4.3.1 REN employees - Occupational safety Annex 3 - GRI Standards alignment table - GRI 403-9 92 |
| Grid resilience | IF-EU-550a.1 | Number of incidents of non-compliance with physical and/ or cybersecurity standards or regulations. |
Quantitative | Number | 4.5.1 Cybersecurity 1.2 Electricity - Operation |
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III
| TOPIC | INDICATOR | METRIC | CATEGORY | UNIT | LOCATION |
|---|---|---|---|---|---|
| Integrity of gas delivery infrastructure |
IF-GU-540a.1 | Number of: 1) reportable pipeline incidents; 2) corrective action orders (CAO); and 3) notices of Probable Violation (NOPV). |
Quantitative | Number | 1.3 Gas - Operation |
| IF-GU-540a.3 | Percentage of gas: 1) transmission and 2) distribution pipelines inspected. |
Quantitative | Percentage (%) per length |
1.3 Gas - Operation | |
| EM-MD-540a.4 | Discussion of management systems used to integrate a culture of safety and emergency preparedness throughout the value chain and throughout project lifecycles. |
Discussion and analysis |
N/A | 1.2 Electricity - Operation 1.3 Gas - Operation 4.3.1 REN employees - Occupational safety |
| INDICATOR | ACTIVITY METRICS | CATEGORY | UNIT | LOCATION |
|---|---|---|---|---|
| IF-EU-000.B | Total electricity transported. | Quantitative | Megawatt-hour (MWh) |
1.2 Electricity - Main performance indicators 1.2 Electricity - Operation |
| IF-EU-000.C | Length of transmission lines. | Quantitative | Kilometres (km) | 1.2 Electricity - Main performance indicators 1.2 Electricity - Operation |
| IF-GU-000.C | Length of gas 1) transmission; and 2) distribution pipelines. |
Quantitative | Kilometres (km) | 1.3 Gas - Main performance indicators 1.3 Gas - Technical infrastructure |
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III
| CATEGORY | RECOMMENDATIONS | LOCATION | |||
|---|---|---|---|---|---|
| a) Describe the board's oversight of climate-related risks and opportunities. | 2.3 Risk management CDP – Climate Change 2024 (4.1.2) |
||||
| Governance | b) Describe management's role in assessing and managing climate-related risks and opportunities. |
2.3 Risk management CDP – Climate Change 2024 (4.3)3 |
|||
| a) Describe the climate-related risks and opportunities the organization has identified over the short, medium, and long-term. |
2.3 Risk management This Annex: Climate-related risks and opportunities CDP – Climate Change 2024 (2.1, C3 3.1, 3.1.1, 3.6 and 3.6.1)3 |
||||
| Strategy | b) Describe the impact of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning. |
2.3 Risk management This Annex: Climate-related risks and opportunities CDP – Climate Change 2024 (3.1.1, 3.6.1, C5 5.1.2, 5.2, 5.3.1, 5.3.2)3 |
|||
| c) Describe the resilience of the organization's strategy, taking into consideration different climate-related scenarios, including a 2°C scenario or lower. |
2.3 Risk management 4.2.2 Climate change CDP – Climate Change 2024 (5.1, 5.1.1 and 5.1.2)3 |
||||
| a) Describe the organization's processes for identifying and assessing climate-related risks. | 2.3 Risk management CDP – Climate Change 2024 (2.1, 2.2.1, 2.2.2)3 |
||||
| Risk management |
b) Describe the organization's processes for managing climate-related risks. | 2.3 Risk management CDP – Climate Change 20241 (2.1, 2.2.1)3 |
|||
| c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organization's overall risk management. |
2.3 Risk management CDP – Climate Change 2024 (2.1 and 2.2.1)3 |
||||
| Metrics and targets |
a) Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy and risk management process. |
2.1 Strategy 2.2 Commitments CDP – Climate Change 20242 (7.52, 7.54, and 7.54.2)3 |
|||
| b) Disclose Scope 1, 2, and 3 greenhouse gas (GHG) emissions and the related risks. | 4.2.2 Climate change CDP – Climate Change 20242 (7.6, 7.7, 7.8, 7.8.1)3 |
||||
| c) Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets. |
2.1 Strategy 2.2 Commitments CDP – Climate change 20242 (7.53, 7.53.1, 7.54, and 7.54.2)3 |
3 Response from REN– Redes Energéticas Nacionais to the questionnaire CDP Climate Change 2024.
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| RISK CATEGORY |
RISK AGENT | POTENTIAL IMPACT | TIMELINE | RISK MANAGEMENT MEASURES | ||
|---|---|---|---|---|---|---|
| PHYSICAL RISKS | MIN. | MAX. | ||||
| Political/ legal: Current/ emerging regulations Area of business: Electricity |
Regulation of existing products and services The growing concern with fluorinated gases, resulting from national and EU legislation (e.g.: Regulation (EU) 2024/573 of 7 February 2024 on fluorinated greenhouse gases, in particular, changes related to the use of sulphur hexafluoride (SF₆) may pose a risk to REN. SF₆ is a gas used as an electrical insulator (dielectric) in a range of high and very-high voltage equipment, with high Global Warming Potential (GWP) (25,184 times that of CO₂). With the publication of this regulation, REN established the phase-out plan for SF 6 in all new electricity transmission equipment by 2031. The risk of increased requirements arising from the regulation may impact the implementation of criteria to reduce the leakage rates of assets containing SF6, and the necessary Capex/ Opex to introduce improvements, changing maintenance/ monitoring methodologies and/ or gradually replace equipment. |
Increase in Capex (replacement of equipment containing SF6). |
Medium term |
With regard to SF₆ emissions, the leakage value in 2024 reduced considerably from 0.12% in 2023 to 0.065% in 2024. The effort to reduce SF₆ leakage is considered very positive internationally and REN has implemented a specific monitoring programme for the operation in Chile (Transemel) with a plan to monitor and implement actions to reduce the leakage rate. In Portugal, the focus remains on monitoring and repairing any leaks, in addition to replacing some of the equipment, a process which began in 2023. See 4.2.2 Climate change |
||
| Political/ legal: Emerging regulations Area of business: Gas |
Mandates and regulation of existing products and services In order to mitigate climate effects by reducing greenhouse gases (GHG), the EU is committed to achieve carbon neutrality by 2050. Portugal has brought forward this target date to 2045. This goal is at the heart of the European Green Deal and in line with the EU's commitment to global climate action under the Paris Agreement. The main energy trends (e.g.: IEA-WEO 2024 ) and those set out in the review of PNEC 2030 and RNC 2050 envisage a reduction in the use of gas, particularly in long-term scenarios. Accordingly, there is a risk that REN's gas infrastructure will be used less, particularly if the process to introduce renewable gases is slow and low-scale. |
Reduction in the value/ useful life of assets leading to their depreciation or early withdrawal. |
Long-term | REN's strategy, as the operator of public service concessions in alignment with national energy policy guidelines, is to create conditions for current gas transmission, storage, and distribution infrastructure to accommodate renewable gas produced from local renewable sources which will contribute to the energy transition and to public policy objectives to decarbonize the economy. With this in mind, REN launched the H2REN Programme to assess the condition of assets and identify the requirements to ensure the compatibility of infrastructure for conveying increasing amounts of blended hydrogen with natural gas, as well as replicating the processes for 100% H2. In 2024, independent third-party certification of the action plan was obtained to transmit mixtures with natural gas of up to 10% H2 in the Transmission and Underground Storage network and up to 20% in the distribution network. With this certification, the REN Group, as a concessionaire of the public service infrastructure, complies with Decree-Law No 62/2020 of 28 August 2022, the National Gas Transmission Network Regulation (Order No 806-C/2022), the National Gas Distribution Network Regulation (Order No 806-B/2022) and the Gas Storage in Underground Natural Salt Caverns Regulation (Order No 1112/2022). REN has also been adapting the management and operation of the gas system, as well as increasing our ecosystem of scientific and technological partners. We are also participating on a European level in associations such as Hydrogen Europe, the European Clean Hydrogen Alliance. REN also participates in H2med, which is a transnational initiative between Portugal, Spain, France and Germany to connect the hydrogen networks of the Iberian Peninsula to north-west Europe. REN started the development of the H2G Backbone project under the H2 Green Valley agenda, an application approved as part of the Recovery and Resilience Plan. The main objective of the project is to create a shared access infrastructure for producers and consumers of 100% green hydrogen in the Sines region, enhancing the development of the first hub of this kind in Portugal. It should be noted that the current infrastructure is already 100% compatible with biomethane and synthetic methane, as they are considered as interchangeable gases with conventional natural gas. See 4.5.1 Innovation and development |
Caption of potential financial impact: <25 M€ 25-50 M€ 50-75 M€ > 75 M€
4 World Energy Outlook 2024 published by the International Energy Agency provides an in-depth analysis and strategic vision of all aspects of the global energy system.
The NRA 2100 National Roadmap for Adaptation 2100 – Assessment of the vulnerability of the Portuguese territory to climate change in the 21st century (NRA 2100), coordinated by APA – Portuguese Environment Agency, addresses the situation of the country up to 2100 in relation to five climate hazards - drought, water scarcity, rural fires, coastal erosion, and coastal overflow and flooding.
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I
| RISK CATEGORY |
RISK AGENT | POTENTIAL IMPACT | TIMELINE | RISK MANAGEMENT MEASURES | ||
|---|---|---|---|---|---|---|
| PHYSICAL RISKS | MIN. | MAX. | ||||
| Severe: Extreme climate events Area of business: Electricity and Gas |
Extreme climate events (wind, storms, frost, etc.) According to the Intergovernmental Panel on Climate Change (IPCC) (6th Assessment Report), a generalized increase in the probability of occurrence, frequency, and severity of impact of extreme (acute) climate events is expected. This is a risk with potential, relevant impact on REN assets, in particular in the electrical infrastructure. Strong winds, extreme rain/ floods, and the formation of ice sleeves are the main factors that can affect REN's very-high voltage pylons and cables, damaging these assets and potentially affecting the integrity and security of supply. We have already experienced this type of event, incurring economic and financial losses. |
Increase in Opex/ Capex in repair, maintenance, and replacement of assets. |
Current, medium and long-term |
In relation to the process of adapting to the physi-cal impacts associated with climate change, we have analysed the effects on the electricity and gas transmission and distribution infrastructure, especially with respect to vulnerability to extreme weather phenomena, minimizing the risks. Under the National Climate Change Adaptation Strategy (ENAAC 2020), a working group for the energy sector was formed, which identified measures and actions to adapt, minimize and prevent the vulnerabilities encountered in the infra-structures of energy companies. As such, the PDIRT 2022 and 2024 (National Transport Net-work Development and Investment Plan) and PDIRG 2024 (RNTIAT Development and Invest-ment Plan) submitted by REN, has integrated several initiatives into the Base Projects which will lead to increased infrastructure resilience with regard to the effects of climate change. This work focuses on the infrastructure, with reinforcements of metal structures and their foundations, and upgrading of conductor cables and guards so as to converge with the European and Portuguese NP EN 50 341 standard. As gas infrastructures are mostly underground, they are less susceptible to certain types of cli-mate phenomena. |
||
| Severe: Extreme climate events Area of business: Electricity and Gas |
Extreme climate events (fires) According to the IPCC (6th Assessment Report) and to the National Roadmap for Adaptation 2100, changes in weather conditions (increased temperatures and water scarcity) are expected to intensify desertification in Portugal, leading to an increase in the probability of fires and their respective impacts, mainly in areas with vegetation. Increased fire risk can impact REN assets (e.g. electrical substations, gas regulation and metering stations and underground gas storage), with consequences for repair/ replacement costs and putting quality and security of supply at risk. |
Increase in Opex/ Capex in repair, maintenance, and replacement of assets. |
Current, medium and long-term |
REN has developed a series of instruments and practices for managing firebreaks and areas adja-cent to technical facilities, in line with the new National Plan for the Integrated Management of Rural Fires, in order to provide greater security in the operation of our infrastructure, through greater resilience to rural fires. With the setting up of the National System of Forest Defence against Fires (SNDFCI), Fuel Management Corridor Networks were also created with REN infrastructure forming part of the so-called secondary network. See 4.2.3 Biodiversity. As gas infrastructures are mostly underground, they are less susceptible to certain types of cli-mate phenomena, however, the fire prevention and firefighting systems in the Underground Storage have been improved. REN plays a key role in the strategic planning of vegetation management in access corridors. Moreover, REN has adopted new methodologies such as obtaining information from LiDAR (Light detection and ranging) flights which allows 3D representation of vegetation in access corridors with the goal of planning vegeta-tion management. Strategy takes into account the different levels of priority and the risk to infrastruc-ture. In addition to this information, it also allows trees to be identified which could impact on power lines. REN is one of the companies that contributes the most to the protection and recovery of native for est and 66% of our access corridors are located in forests. For this reason, management and mitiga tion of fire risks is a permanent concern. By keep-ing the corridors clean, we increase resilience to fire and provide access to Civil Protection agents. With respect to helping prevent and combat forest fires, the innovative rePLANT project, which in volves installing cameras (video, thermal and opti-cal), together with a weather station and a specific algorithm, provides real-time images to monitor, protect and anticipate the impact of rural fires on the forest. This project also allowed a new pur-pose to be given to REN electrical infrastructure as the equipment is installed in VHV network py-lons, also using fibre optic communications, which are located mostly in the forest. In addition to providing a more effective management of our network, it also allows us to predict the behaviour of fire through a simulator, as well as having real time information on wind speed and air tempera-ture. This project is currently being scaled up via CENTRODEC – a decision support centre with multi-sensory data to help protect REN infrastruc-ture, and the respective land and surrounding in-frastructure against extreme weather phenomena (fire and other events). In 2024, from June to 30 September, we main-tained six prevention and surveillance teams in operation (PST) 24 hours a day, seven days a week. These teams consist of three members and one vehicle with forest firefighting equipment. This work is carried out in close liaison with civil protec-tion authorities (ANEPC, GNR and Firefighting Corporations). |
II
| CATEGORY OF OPPORTUNITY |
AGENT OF OPPORTUNITY | POTENTIAL IMPACT | TIMELINE | MEASURES TO MANAGE/ IMPLEMENT THE OPPORTUNITY | ||
|---|---|---|---|---|---|---|
| PRODUCTS AND SERVICES | MIN. | MAX. | ||||
| Products and services Area of business: Electricity |
Development and/ or expansion of low-carbon products and services The development of the existing network to facilitate the energy transition, through new investments in the transmission network, is the most relevant opportunity for REN. More specifically, the possibility exists to invest in new facilities and infrastructure with improved sustainability criteria in the short, medium, and long-term. REN has the public service concession for very high voltage (VHV) transmission and the General Technical Management (GTM) of the national electricity system. As REN is a regulated entity, where remuneration is set in accordance with our regulated asset base, the increase in investment through the construction and adapting of new lines and substations is a relevant opportunity, seeking to integrate new Renewable Energy Sources (RES) into the National Electricity System (SEN), and supporting the electrification and decarbonization of the economy. Cooperation with Spain in the implementation of the cross-border connections required for the proper functioning of energy markets is another opportunity in this area. |
Increased revenue associated with higher demand for products and services: increased annual revenue due to growth in the regulated asset base (REN investment in the RNT and the integratio of RES). |
Medium term |
REN plays the role of facilitator of the energy transition in Portugal and, as such, we have an ambitious annual investment programme to carry out a wide range of initiatives with the goal of supporting public policy. The targets established in the revised National Energy and Climate Plan (PNEC 2030) have recently been raised. To in-crease RES in the SEN and achieve a 93% of RES in the energy mix by 2030, in the most ambi-tious scenario, along with the incorporation of new renewable capacity, which depending on different scenarios, could double current renewable capacity, proportional investment will be required. An increase of 50% in average annual Capex is fore-cast (domestic) in the 2024 - 2027 period (com-pared to 2021-23), and could exceed €1 billion euros. This investment will be made connecting RES projects to the network, in network expan-sion, in solar agreements with promoters and in modernization, resilience and adaptation to climate change. REN is also reinforcing the interconnec-tion capacity between Portugal and Spain. |
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| Products and services Area of business: Gas |
Development and/ or expansion of low-carbon products and services In the gas sector, the current REN Group under-ground storage, transmission and distribution infrastructure already has external certification regardless of the conditions required to operate with mixtures of hydrogen with gas, a key factor to enable the introduction, distribution, and con-sumption of renewable hydrogen in the different sectors of the economy, as well as to allow increasing levels of RES to be incorporated into final energy consumption. Furthermore, Europe-an cooperation in the creation of green hydrogen transmission infrastructures with the recent pub-lication of the Hydrogen and Decarbonized Gas Market Package , which aims to reduce the carbon footprint of the gas market by transition-ing from fossil natural gas to renewable and low-carbon gases. This package also envisages the development of European-wide projects such as H2Med that will allow Portugal, Spain, France, and Germany to interconnect with 100% H2 in-frastructure. With regard to biomethane, the Portuguese Government has approved the Bio-methane Strategy, which sets targets to intro-duce biomethane into natural gas network by 2030 and 2040. The strategy provides for the connection of new production of this renewable gas into the gas networks as well as some net-work reinforcement. The injection of renewable gases into current networks will help to achieve energy transition objectives, more specifically, the gradual reduction of GHG emissions from the gas sector. On the other hand, the increasingly demanding rules for reducing methane emissions will require new investment in monitoring and control systems. |
Increased revenue associated with increased demand for products and services: increased annual revenue due to growth of the regulated asset bas (REN's investment in RNTIAT and the integration of RES). |
Medium term |
REN intends to invest more than 100 million euros over the next 10 years in infrastructure adaptation projects for H2. We also intend to build a hub in the Sines region and two new underground cav-erns which are fully H2 compatible. With regard to distribution, REN Portgás has al-ready certified existing infrastructure for the transmission of mixtures of up to 20% H2 with natural gas. Certification is also underway for the process of ensuring full compatibility of infrastruc-ture to operate with 100% hydrogen. The comple-tion of this process is a relevant step in the strat-egy to drive the introduction of hydrogen into the networks and decarbonize the existing gas infra-structure. The company is also working to ensure the man-agement and operation of gas transmission and distribution systems, with the injection of mixtures from renewable energy sources and is seeking projects on a national level while also participating in important European projects. In this regard, working with Enagas, GRTgaz, and Teréga, REN has signed the "Green2TSO" agreement to drive the transformation of the gas network into a hy-drogen network, employing open innovation. REN started the development of the H2G Backbone project under the H2 Green Valley agenda, an ap plication approved as part of the Recovery and Resilience Plan. The main objective of the project is to create a shared access infrastructure for producers and consumers of 100% green hydrogen in the Sines region, enhancing the development of the first hub of this type in Portugal. REN is also part of the Oil and Gas Methane Part-nership (OGMP 2.0) which aims to reduce me-thane emissions see 4.5.1 Innovation and development and 4.2.2 Climate change. As an entity issuing guarantees of origin (EEGO), in 2024 REN concluded the process to allow the issuing of certificates for gases of renewable origin (hydrogen and biomethane), as is already the case with electricity. REN also held a meeting with national and interna-tional market agents, with the aim of promoting guarantees of origin for renewable gases, as a key factor to drive renewable gases. |
Caption of potential financial impact: <25 M€ 25-50 M€ 50-75 M€ > 75 M€
5 Directive (EU) 2024/1788 of the European Parliament and of the Council of 13 June 2024 on common rules for the internal markets for renewable gas, natural gas, and hydrogen.
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| CATEGORY OF OPPORTUNITY |
AGENT OF OPPORTUNITY | POTENTIAL IMPACT | TIMELINE | MEASURES TO MANAGE/ IMPLEMENT THE OPPORTUNITY | ||
|---|---|---|---|---|---|---|
| MARKETS | MIN. | MAX. | ||||
| Markets: Access to new markets Area of business: Electricity |
Access to new markets (non-regulated business) In the process of accelerating the energy transition, REN has the opportunity to promote electric mobility, entering this emerging market through the development of an innovative and patented solution in Europe and the USA (underway in other markets) for charging electric vehicles through the very-high voltag (VHV) network. This solution aims to complement conventional solutions, helping to accelerate the transition to electric mobility, providing a direct access solution to the VHV network, providing greater power availability and nationwide coverage. We can thus position the company as a promoter in the energy transition to complement conventional solutions, helping decarbonize the transport sector by using the existing electrical power transmission network to satisfy high-power requirements, as is the case with fast and ultra-fast charging, large charging hubs, and the charging of heavy electric vehicles for passengers and goods, both nationally as well as internationally. |
Increased revenue associated with increased demand for products and services: increased revenue associated with the SPEED-E project. |
Medium and long-term |
REN signed a memorandum of understanding with Atlante, an Italian multinational specializing in the development, construction, and operation of fast and ultra-fast charging stations for electric vehicles, to develop five projects in Portugal using the SPEED-E solution in electric charging stations. The locations for the installation of the five projects are currently being studied. In July 2024, REN and Siemens Energy signed an Agreement for the Licensing of the SPEED-E Solution on the international market, which gives Siemens Energy exclusive rights to market and implement the SPEED-E Solution in projects worldwide, with the exception of the Iberian Peninsula, where REN maintains exclusive rights with regard to the use and marketing of the solution. REN also continues to develop commercial contacts with other national and international entities with a view to finding new markets and partners and studying other potential markets of application, such as forestry or remote areas where only very-high voltage lines exist. |
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Caption of potential financial impact: <25 M€ 25-50 M€ 50-75 M€ > 75 M€
| REQUIREMENT | LOCATION | ||
|---|---|---|---|
| PART I – INFORMATION ON POLICIES ADOPTED | |||
| A - Introduction | Description of the company's general policy on sustainability issues, with an indication of any changes to the previously approved policy. |
2.1 Strategy 2.2 Commitments 3.1 Governance structure 4. Sustainability statement |
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| Description of the methodology and the reasons for its implementation in the reporting of non-financial information, as well as any changes that have occurred in relation to previous years and the reasons for such changes. |
About the report | ||
| B – Business model | A general description of the business model and organisation of the Company/ Group, indicating the main business areas and markets in which it operates (if possible, using organisational charts, graphs or functional charts). |
1. Our activity | |
| 1. Identification of the main risks associated with the topics being reported on and arising from Company activities, products, services or business relations, including, where appropriate and where possible, supply chains and subcontracting. |
2.3 Risk management 4.3.2 Supply chain management Annex 6. Recommendations of the Task force on Climate-related Financial Disclosures (TCFD) |
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| 2. Indication of how these risks are identified and managed by the Company. | 2.3 Risk management | ||
| 3. Explanation of the internal functional division of competences, including governing bodies, committees, commissions or departments responsible for identifying and managing/ monitoring risks. |
2.3 Risk management | ||
| C – Main risk factors | 4. Explicit indication of the new risks identified by the Company in relation to those reported in previous years, as well as risks that no longer exist. |
2.3 Risk management 4.3.2 Supply chain management Annex 6. Recommendations of the Task force on Climate-related Financial Disclosures (TCFD) |
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| 5. Indication and brief description of the main opportunities that are identified by the Company in the context of the topics being reported on. |
2.3 Risk management 4.3.2 Supply chain management Annex 6. Recommendations of the Task force on Climate-related Financial Disclosures (TCFD) |
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| D – Policies implemented | |||
| 1. Description of the Company's strategic objectives and the main actions to achieve them. | 4.2 Environment Annex 6. Recommendations of the Task force on Climate-related Financial Disclosures (TCFD) |
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| i. Environmental policies |
2. Description of the main performance indicators. | 4.2 Environment | |
| 3. Indication, in relation to the previous year, of the degree of achievement of those objectives, with reference, as a minimum, to: i. Sustainable use of resources; ii. Pollution and climate change; iii. Circular economy and waste management; and iv. Biodiversity protection. |
4.2 Environment Annex 6. Recommendations of the Task force on Climate-related Financial Disclosures (TCFD) |
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| REQUIREMENT | LOCATION | |
|---|---|---|
| 1. Description of the Company's strategic objectives and the main actions to achieve them. 2. Description of the main performance indicators defined. |
5.1 Financial performance and proposed allocation of net income 4.3.1 REN employees 4.3.2 Supply chain management 4.3.3 Communities |
|
| ii. Social and fiscal policies |
3. Indication, in relation to the previous year, of the degree of achievement of those objectives, with reference, as a minimum, to: i. Company commitment to society; ii. Subcontracting and suppliers; iii. Consumers; iv. Responsible investment; v. Stakeholders; and vi. Tax information. |
5.1 Financial performance and proposed allocation of net income 4.3.1 REN employees 4.3.2 Supply chain management 4.3.3 Communities 4.2.1 European environmental taxonomy |
| iii. Employees and gender equality and non-discrimination |
1. Description of the Company's strategic objectives and the main actions to achieve them. 2. Description of the main performance indicators defined. 3. Indication, in relation to the previous year, of the degree of achievement of those objectives, with reference, as a minimum, to: i. Employment; ii. Work organization; iii. Health and safety; iv. Social relations; v. Training; and vi. Equality. |
4.3.1 REN employees |
| iv. Human rights | 1. Description of the Company's strategic objectives and the main actions to achieve them. 2. Description of the main performance indicators defined. 3. Indication, in relation to the previous year, of the degree of achievement of those objectives, with reference, as a minimum, to: i. Due diligence procedures; ii. Risk prevention measures; and iii. Legal proceedings for human rights violations. |
4.3.1 REN employees 4.3.2 Supply chain management 4.3.3 Communities |
| v. Combating corruption and attempted bribery |
1. Prevention of corruption 2. Prevention of money laundering (for issuing companies subject to this regime) |
4.4.1 Ethical culture and fight against corruption 4.4.1 Ethical culture |
| 3. Codes of ethics | and fight against corruption 4.4.1 Ethical culture and fight against corruption |
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| 4. Management of conflicts of interests | 4.4.1 Ethical culture and fight against corruption |
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| PART II – INFORMATION ON THE STANDARDS/ GUIDELINES FOLLOWED | ||
| 1. Identification of standards/ guidelines followed in the reporting of non-financial information | About the report | |
| 2. Identification of the scope and methodology used for calculating indicators | About the report |
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Capital Expenditure on acquisitions and upgrades of tangible fixed assets
DEBT TO EQUITY RATIO Net debt/ Equity
DIVIDEND PER SHARE Ordinary dividend/ total number of shares
outstanding
Earnings Before Interest and Taxes (operating profit)
Earnings Before Interest, Taxes, Depreciation and Amortisation (operating profit, excluding amortisation and depreciation)
FTR Financial Transaction Rights
GDP Gross Domestic Product
HCROI Human capital return on investment
HICP Harmonized Index of Consumer Prices
NET DEBT Short and long-term financial debt – cash balances
Operational Expenditure (operational and maintenance spending)
PAYOUT RATIO Ordinary dividend/ net profit
Regulated Asset Base (Assets value net of depreciations and subsidies also net of depreciations)
RCCP Current ROE
ROA Return on assets (EBIT/ total assets)
ROE Return on equity (Net profit/ equity)
RoR Rate of Return
TB Treasury Bonds
Totex Total expenditure (CAPEX + OPEX)
TSR Total Shareholder Return
Turnover Sales plus services provided
VAT Value Added Tax
A&P Analysis and Performance
ACER Agency for the Cooperation of Energy Regulators
ACT Collective Bargaining Agreement
AERC Analysis of Environmental Risk of Corridors
AFIR Alternative Fuels Infrastructure Regulation
AGC Gas Consumption Management Agreement
AGU Autonomous Gas Unit
AI Artificial Intelligence
AIT Average Interruption Time
APA Portuguese Environmental Authority
APEE Portuguese Association of Business Ethics
APPDI Portuguese Association for Diversity and Inclusion
APREN
Portuguese Association of Renewable Energy
AREP EDP and REN Pensioners' Association
AS/ US Underground Storage
BAU Business As Usual
BD Board of Directors
BEV Battery Electric Vehicle
BRIDGE Horizon 2020 Task Force for R&I Priorities
CBAM Carbon Border Adjustment Mechanism
CCILC Luso-Chinese Trade and Industry Chamber
CEF Connecting Europe Facility
CIGRÉ Conseil International des Grands Réseaux Électriques
CMVM Portuguese Securities Market Commission
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CNR Carbon Neutrality Roadmap
CORESO Regional Coordinating Centre
COTEC Business Association for Innovation
CRR Capacity Reservation Rights
CSP Contractors and Service Providers
CSRD Corporate Sustainability Reporting Directive
CVP Comunidade Vida e Paz - Life and Peace Community
DGEG Directorate-General for Energy and Geology
DMA Double materiality analysis
DPO Data Protection Officer
EA Environmental Assessments
EC European Commission
EC Executive Committee EED Energy Efficiency Directive
EEGO Issuing Body for Guarantees of Origin
EERA European Energy Research Alliance
EF Emission Factors
EFRAG European Financial Reporting Advisory Group
EGIG European Gas Pipeline Incident Data Group
EHB European Hydrogen Backbone
EIA Environmental Impact Assessment
EIB European Investment Bank
EIS Environmental Impact Statement
EMD European Electricity Market Design
EMER Mission Structure for Licensing Renewable Energy Projects
ENAAC National Strategy for Adaptation to Climate Change
ENAP Empresa Nacional del Petróleo
ENCORE Exploring Natural Capital Opportunities, Risks and Exposure
ENNOH European Network of Network Operators for Hydrogen
ENTSO-E European Network of Transmission Operators for Electricity
ENTSOG European Network of Transmission Operators for Gas
EPBD Energy Performance of Buildings Directive
EPD Environmental Product Declarations
EPDS Environmental Product Declaration Sheet
EPIS Associação Empresários pela Inclusão - Business for Incluir Association
ERSE Energy Services Regulatory Authority
ETIP-SNET European Technology & Innovation Platforms
ETS Emissions Trading System EU European Union
EUA European Unit Allowance
EY Ernst & Young
FCT Foundation for Science and Technology
FCT Science and Technology Foundation
FEUP Faculty of Engineering, University of Porto
FGG Fluorinated Greenhouse Gases
GDPR General Data Protection Regulation
GEDOC Online Document Management Tool for Works and Service Provision
GHG Greenhouse Gas
GO Guarantees of Origin
GRI Global Reporting Foundation
GRMS Gas Regulating and Meeting Stations
GSM General System Management
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GTBI Gas Transmission Benchmarking Initiativea
GUS General Use of the System
HCB Hidroeléctrica de Cahora Bassa
HP High-Pressure
HTNO Hydrogen Transmission Network Operator
HV High Voltage Network
HVAC High Voltage Alternating Current
HVDC High Voltage Direct Current
IASB International Accounting Standards Board
IASC International Accounting Standards Committee
ICT
Information and Communication Technologies
IEA International Energy Agency IEC International Electrotechnical Commission
IEEE Institute of Electrical and Electronics Engineers
IEQ Interests and Expectations Questionnaire
IERI Incentive for the Economic Rationalization of Investment
IFRIC International Financial Reporting Interpretation Committee
IFRS International Financial Reporting Standards
IMF International Monetary Fund
INEGI Institute of Science and Innovation in Mechanical and Industrial Engineering
IPCC Intergovernmental Panel for Climate Change
IPCG Portuguese Institute of Corporate Governance
IR Integrated Reporting
IREI Incentive for the Economic Rationalization of Investment
IRO Impacts, Risks and Opportunities
ISEL Lisbon Higher School of Engineering
ISGAN International Smart Grid Action Network
ISMS Information Security Management System
ISO International Organization for Standardization
ISPS Ship and Port Facility Security Protection
JAP Junior Achievement Portugal
LDAR Leak Detection and Repair
LNG Liquefied Natural Gas
LNG Terminal Liquefied Natural Gas Terminal
LP Portuguese Language
LULUCF Regulation on Land Use, Land Use Change and Forestry
mFRR manual Frequency Restoration Reserve MIBEL Iberian Electricity Market
MIE Internal Energy Market
MPGGS Procedures Manual for the General Management of the Electrical Sector System
NCRF Accountancy standards for financial reporting
NDC Nationally Determined Contributions
NDGN National Gas Distribution Network
NECP National Energy and Climate Plan
NGO Non-Governanmental Organization
NGTN National Gas Transmission Network
Nova SBE Nova School of Business and Economics
NZIA Net-Zero Industry Act
OGMP Oil and Gas Methane Partnership
OMIE Iberian Energy Market Operator
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OPR Orçamento Participativo REN - REN Participatory Budget
P2P Purchase to Payment
PBS Porto Business School
PCI Projects of Common Interest
PDIRG Gas Transmission Network Development and Investment Plan
PDIRT Transmission Network Development and Investment Plan
PHEV Plug in Hybrid Electric Vehicles
POP Personal Opinion Programme
PPA Power Purchase Agreement
PPC Public Procurement Code
PPE Personal Protective Equipment
PRS Pressure Reduction Stations PWN Professional Women's Network
QES Quality, Environment and Safety
QSR Quality of Service Regulations
R&D Research and Development
RCA Root Cause Analysis
RCN Roadmap for Carbon Neutrality
RDI Research, Development and Innovation
RDIC Research, Development and Innovation Committee
RECAPE Environmental Compliance Report on the Execution Project
RED Renewable Energy Directive
REMIT Regulation on Wholesale Energy Market Integrity and Transparency
RES Renewable Energy Sources
RESP Public Service Electricity Network RGI Renewables Grid Initiative
RMS Reduction and Metering Stations
RND National Electric Distribution Network
RNT National Electric Transmission Network
RNTG National Gas Transmission Network
RNTIAT Rede Nacional de Transporte, Infraestruturas de Armazenamento e Terminais de GNL
RRB Regulation Reserve Band
RRP Recovery and Resilience Plan
SASB Sustainability Accounting Standards Board
SBT Science Based Targets
SBTi Science Based Targets initiative
SDG Sustainable Development Goals
SEA Strategic Environmental Assessment SEN National Electric System
SGS Societé Générale de Surveillance
SIC Standard Interpretation Committee
SIFIDE National System of Tax Incentives for Corporate R&D
SMD Cybersecurity Digital Maturity Seal
SPA Sines Port Authority
TCFD Task Force on Climate-related Financial Disclosures
TEP Transmission of Electrical Power
TNFD Taskforce on Nature-related Financial Disclosures
ToR Terms of Reference
TSO Transmission System Operators
TUGS Tariff for the General Use of the System
TURT Tariff for the Use of the Transmission Network
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Portuguese Catholic University
UNEP United Nations Environment Programme
UNGC United Nations Global Compact
UPAC Self-consumption Power Units
USA United States of America
VHV Very High Voltage Network
VIP Virtual Interconnection Point
WHO World Trade Health Organization
€ Euro
bcm Billion cubic meters
cent Cent
CH4 Methane
CO Carbon monoxide
CO2 Carbon dioxide
GHz Gigahertz
GJ Gigajoule
GW Gigawatt
GWh Gigawatt/ hora
H2 Hydrogen k€ Thousands of euros
km Kilometre
kV Kilovolt
kWh Kilovolt/ hour
M€ Millions of euros
m3 Cubic metre
m3(n) Standard cubic metre (volume of gas measured at 0⁰ celsius and at standard atmospheric pressure)
mM€ Billion euros
Mva Megavoltampere
Mvar Megavoltampere reactive
MW Megawatt
MWh Megawatt/ hour n.a. Not applicable/ not available
n.m. Not measurable
NH3 Ammonia
NMVOC Non-methane volatile organic compounds
NOx Nitrogen oxides
p.p. Percentage points
PM Particulate matter
s Second
SOx Sulphur oxides
tcm 1x1.012 cubic metres
tCO2eq Ton of carbon dioxide equivalent
t Ton
TWh Terawatt/ hour
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REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Direção de Relações com o Investidor
Avenida dos Estados Unidos da América, 55 1749-061 Lisboa – Portugal
Telephone: 210 013 546
E-mail: [email protected]
REN – Redes Energéticas Nacionais, S.G.P.S., S.A. Direção de Sustentabilidade e Comunicação
Avenida dos Estados Unidos da América, 55 1749-061 Lisboa – Portugal
Telephone: 210 013 500
E-mail: [email protected] [email protected]
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Annexes
Avenida Estados Unidos da América, 55, 1749-061 Lisboa Telephone: +351 210 013 500 www.ren.pt
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